46
COPY Board of Goveo of the Federal Resee System FRY B Ν 717 �. �r 31, 415 P 12 .. .i;�·. (�·�! Annual Repo of Holding Companies-FR Y-6 " "'\ · .... . . Repo at the close of business as of the end of cal year Th Repo is requir by : Section c)(1)(A) of the Bank Holdi Company A (12 U.S.C. § 1844 (c1)(A)); Section 8(a) of Inteational Banking A (12 U.S.C. § 31&(a)); Ss 11(a){1), 25 and 25A of Federal Rese (12 U.S.C. §§ 248(a)(1), <2, and 611a); Seon 211.13(c) of Rulaon K (12 C.F.R. § 211.13(c)); a Sen 225.S(b) Regulation Y (12 C.F.R. § 65.S(b)) and 10(c)(2)(H) or Home Owners' loan A. Retum to a appropate Federal Resee Bank e oginal and the number of pl sפ. NO: The Annual Repo of Hfng Canies must be sned by one di or e top-er holding mpany. This Indivual should also be a senior ocial or t-tier holding pany. In the event at e top-et holding company does not have an Individual who is a senior official and also a dlor. the chair- man or boa must sign the po r, MICHAEL A CULLEN N• e H +y PRESIDENT & CEO e Hng Camp O O aest t Annual Rep Hg mpanlas (Inc luding the suppoing aachments) r is po date has pared In conan the ln+cons issued by Fel Resee System and a e end rre to the best of my knowledge and belief. h l lo in naln gag inddua taed in this po, the R e per ifies thal it has Iha autho to pe is inf!an lo the del Ree. e Repo also s that has the aulho on bshaN of ea cf dual, to nnl or object to publ as& of infostn ragsing lhal lndiuaL e Fedel Re may aume, the absencs of a quest r cfnlial tatment submitted in acn wh the s "Rus Regarng Ailabi Ia,• 12 C.FR. Pa 261, lhst th · R er i' · I sent to public fga of a detai ' t hat ual. holding cpans gisted with e SE Ite status of ν al Rep She: µ I th the v po 0 ll be s er sete r D / nol pad for Fedel Resee Bank Use Only RSSDIO j C.I. This re Is to fifed by all top-Her ba hding mpa- ni and top-tier savis and loan holding mpanies oanized under U.S. law, and by any fon banking oanizaon at does not mt t הquiments of and 11 not treated as a quali- ing foren banking oanization u Sn 211.23 of Rulation K (12 C.F.R. § 211.23). (See page one or geral instons for mo dell of whO must file.) Fe Resee may not u or sponsor, and an onti on { a peon) is not quired respond to, an l naon lleon unless It dispys a ny valld OMB ntrol nber. Da of Repo (top-lier hoing mpany-a l year-end): December 31, 2014 - - ------�- - M/Dey/Y f - -· R•ts l lt tlEll (r L Ce) Reportes Name, Strt. and Mailing Ad dss NI BANCSHARES CORPOTION t1l e H 230 WEST STATE SEET (M ll d Hd ) Seet/ PO Box SYCAMORE IL 60178 S Co Pen to whom quesUons abt this po should dlreded: TIE GIBLIN SENIOR ACCOUNTANT 81754-7916 · e I e Ν I 1 815-754-7916 Tl -- - • e/ F N KGIBLIN�BANKNBT.�M ___ E·maD Aa W.BANKNBT.COM ·--- dm1 RL) I« • b ge H e r u� a y p af su? 0 Y P i l ה He to v app: No O In ae sts ps ·2 and 3, a tg le est i . O nn for w tl tatnt bei sut separate lal onenU. l � l 01✁ lo 1 10 10 I " , + + cf 625 mM, + +1 to m d e n 1 � + + • lt l a. m es l a la ol l M thl• to: S. le f� R1 , + +1 c 1. NW ll. Ü �I." le O d ? P-R P 1. , Ü 倗. 1014

Annual Report of Holding Companies-FR Y-6/media/others/banking/...consistent and deliberate in implementing our strategic initiatives. In addition to our loan growth, our trust assets

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Page 1: Annual Report of Holding Companies-FR Y-6/media/others/banking/...consistent and deliberate in implementing our strategic initiatives. In addition to our loan growth, our trust assets

[J COPY Board of Governors of the Federal Reserve System

FRYe OMB Number 7100-0297 _ upJres r 31 2015 Pege 1of2

jf iOimiddot (middot Annual Report of Holding Companies-FR Y-6

middot-middot

Report at the close of business as of the end of fiscal year

ThS Report is required by law Section 5c)(1)(A) of the Bank Holding Company Act (12 USC sect 1844 (c)(1)(A)) Section 8(a) of the International Banking Act (12 USC sect 3106(a)) Sections 11(a)1) 25 and 25A of the Federal Reserve Act (12 USC sectsect 248(a)(1) 602 and 611a) Section 21113(c) of Regulation K (12 CFR sect 21113(c)) and Section 225S(b) of Regulation Y (12 CFR sect 225S(b)) and section 10(c)(2)(H) or the Home Owners loan Act Retum to Iha appropriate Federal Reserve Bank the ortginal and the number of aiples specilled

NOTE The Annual Report of Holdfng Companies must be signed by one director or the top-lier holding company This Individual should also be a senior otftcial or the top-tier holding company In the event that the top-tlet holding company does not have an Individual who is a senior official and is also a dlrecCor the chairshyman or the board must sign the report

r MICHAEL A CULLEN Nbullme al the Haldlng ltomp11y Dliwcb and Otlidal PRESIDENT amp CEO Tiiie ol lhe Holding Campany Olnrctilf and Ollml

attest that the Annual Report of Holding Companlas (Inc luding the supporting attachments) far tllis report date has been preshypared In conformance with the ln11tructions issued by the Federal Reserve System and are true end correct to the best of my knowledge and belief

With respecl lo infonnallon regalding individuals contained in this repott the R e porter certifies thal it has Iha authority to provide this inf011T1ation lo the Federal Reserve The Reporter also certiftes that it has the aulhorily on bshaN of each fncfNidual to consenl or object to public raleasamp of infonnstion ragsttling lhal lndivduaL The Federal Resetve may assume in the absencs of a rampquest for confldenlial treatment submitted in acconlance with the Boards Rules Regarding Availability of Informationbull 12 CFR Part 261 lhst th middot Repo er ind middot I consent to public rofgase of all details t hat individual

For holding companies aJ2l registefampd with the SEC-Indicate status of Annual RepDft ID Shareholders

181 Is Included with the FR ve report 0 will be sent under separate cover D 15 nol prepared

for Federal Reserve Bank Use Only

RSSDIO jmiddotl8LJ CI

This report form Is to be fifed by all top-Her bank holding compashynies and top-tier savings and loan holding companies organized under US law and by any foreign banking organization tllat does not meet the requirements of and 11 not treated as a qualifyshying foreign banking organization under Section 21123 of Regulation K (12 CFR sect 21123) (See page one or the general instructions for more detall of whO must file) The Fecleral Reserve may not conduct or sponsor and an organization or a person) is not required to respond to an lnfonnatlon collection unless It displays a currently valld OMB control number

Data of Report (top-lier holding company-a fiscal year-end)

December 31 2014 ------ -------- ManthDeyYUI

_M_f------middot----Rbullplftlls legll lltiV ldemiroer tlEll (20-CharacUr LEI Code)

Reporters Name Street and Mailing Ad dress NI BANCSHARES CORPORATION teo1l lille of Holding Company 230 WEST STATE STREET (Meling Addell d the Holding Compelly) Street PO Box SYCAMORE IL 60178 ------

Stale Zip Code

Person to whom quesUons about this report should be d lreded KATIE GIBLIN SENIOR ACCOUNTANT tUme 815-754-7916

middot Alee Code I Phone Number I Exten1lan 815-754-7916

Ttlll

-----middot ------Arebull Code FAX Numllet KGIBLINBANKNBTltM __ _ EmiddotmaD Addnlta WWWBANKNBTCOM middot ---Addm1 (URL) Ilaquo IM Holding COmpenybull web page

DoH lhe tepoder requSI confidential treatment for any porlion af th3 submlJSon

0 Yes Please Identify lhe report Hema to vt1lch this request apples

l8J No

O In aaoldance with Iha lnstrudlons on pages GENmiddot2 and 3 a letter justifying Ille request Is being provided

O The lnfonnatlon for which confidentlal treatment Is sough1 Is being submitted separately labeled ConlldenUal bull

PullllC burden lor Wt lrlOllhlllon colledbl Is 01ima1i lo ram 1 J 10 10 I deg per mpGllM Wiii 1111 MnlQ8 cf 625 Din per mponM In duding 1111111 to Olllllaquo end mllinl4tn dllla In lhe requhwd tonn 1nd IO IW lrmlucllonl 111111 camplelbull lllt lnfomllllloll OJaedlan S9nd cammenb ntglldlnQ lhb burd eslknale or miy olltr aped cl Illa coltCllan ol lnlomlallon 1ncUlln9 svggestlanl lgr Mucing thlbull bunten to Seltnlaly Boerd cl aa-nora Df Ille f RaeN11 spa 20lh 11111 c Slr111t NW MilllnQlcn DC I Ille Otllce of Meneg9ment and Budget P1p- Reducllan Projed (71QO(m]) WlalllllglOn DC 20503 102014

NI BANCSHARES CORPORATION ANNUAL REPORT OF BANK HOLDING COlVIPANIES

FRY-6 DECEMBER 31 2014

Report Item 1 Annual reports to shareholders

The Corporation hereby incorporates by reference the financial statements and related notes from the 2014 Annual Report attached as Exhibit 1

Report Item 2A Organization chart

The Corporation hereby incorporates by reference the organization chart contained in Exhibit 2 to illustrate itself as the sole top tier Bank Holding Company (BHC)

Report Item 2B Domestic branch listing

The Corporation hereby incorporates by reference the domestic branch listing contained in Exhibit 3

Report Item 3 Securities holders

The Corporation hereby incorporates by reference the securities holders listing contained in Exhibit 4

Report Item 4 Insiders

The Corporation hereby incorporates by reference the director and officer listing contained in Exhibit 5

President amp CEO

CORPORATIONmiddot

2014 Annual Report

LOCATIONS

Main Bank

230 West State Street Sycamore Illinois 60178

NBampT S q uare Branch

130 West Lincoln Highway DeKalb Illinois 60115

DeKalb M a rket S q uare Branch

2290 Sycamore Road DeKalb Illinois 60115

Coltonvi l l e Branch

1425 DeKalb Avenue Sycamore Illinois 60178

Genoa Branch

601 Pearson Drive GE)noa Illinois 60135

Sandwich Branch

321 East Church Street Sandwich Illinois 60548

Elburn Branch

930 North Main Street Elburn Illinois 60119

Serena Brarich

Route 52 Serena Illinois 60549

Leland Branch

200 North Main Street Leland Illinois 60531

Banco NBampT 1029 Pleasant street DeKalb Illinois 66ii S

banknbtcom middotmiddot middot

-- bullmiddot-

- i_ middot middot4

- _ bull

Table of Contents

Letter to our Stockholders 3

Financial Highlights 4

Consolidated Balance Sheets 5

Consolidated Statements of Income 6

Consolidated Statements of Comprehensive Income (Loss) 7

Consolidated Statements of Stockholders Equity 8

Consolidated Statements of Gash Flows 9

Notes to Consolidated Financial Statements i 0

Independent Auditors Report 35

Directory of NBampT 36

Board of Directors

Richard N Anderson

President Anderson Funeral Home Ltd

John H Boies

Retired Trust Officer NBampT

Evelina J Cichy

Retired Vice President of Instruction Kishwaukee College

Michael A Cullen

President CEO NBampT

James W Dutton

Chairman of the Board NI Bancshares Corporation

Robert B Johnson

Partner Johnson Farms

Robert C Johnson

Former Chairman of the Board NBampT

Kevin P Poorten

President and CEO KishHealth System

Douglas C Roberts

Private Investor

Timothy P Suter

President and CEO The Suter Company Inc

NI Bancshares Corporation Officers

James W Dutton Chairman of the Board Michael A Cullen President CEO R David Van Buren Secretary David N McCoy Treasurer

To our Stockholders

We are pleased to present you with the 201 4 financial results for NI Bancshares Corporation and our subsidiary The National Bank amp Trust Company of Sycamore (NBampT) We continue to make sure and steady progress within an industry that is still challenged by the economy and the increased scrutiny within the regulatory environment

NBampT continues to be the market share leader in DeKalb County for deposits trust assets under management and mortgage loans originated Our strategic sales and growth initiatives are solid and the resultant increase in relationships is encouraging We continue to solidify our balance sheet from a quality perspective while actively positioning our assets and liabilities for an eventual increase in the economys interest rates The timing of interest rate hikes is unknown but we firmly believe that the propensity for rates to climb is greater than rates falling lower It is important that we operate within our risk tolerances and not take on additional risks for the sake of short term earnings

We are pleased that loans and loans held for sale increased over 6 to $407 million at the end of 201 4 We are increasing loans during a period when other banks are not while still maintaining our asset quality This is the result of our lending tearn being consistent and deliberate in implementing our strategic initiatives

In addition to our loan growth our trust assets under management grew by over $37 million and ended the year at over $700 million This is another record setting year for our Trust and Wealth Management Group The team of trust professionals is experienced and efficient while at the same time providing exceptional customer service to our clients

While earnings were up only slightly we continue to make progress in our core banking business Our Net Interest Income after provision for loan losses ended the year at $1 7 1 million which is up from $1 46 million for 2013 A negative impact to earnings was the effect the industry felt from the increase in rates on mortgage loans While we continue to be the leader in DeKalb County for mortgage loans our income from this line of business was down over $1 million year over year Another drag on earnings continues to be the costs associated from Other Real Estate Owned (OREO) as it relates to valuation write downs and carrying costs

The Bank continues to have a strong capital position which has allowed us to keep consistent with our dividend payments While there remain challenges from the regulatory environment and non-traditional competitors we are confident that we will continue to provide value for our shareholders and meet the needs of the communities we serve

This past year Chuck Sauber Bob Wildenradt and Dave Juday retired from the board of directors These directors served on the bank board for 23 years 21 years and 1 8 years respectively These directors were strong contributors from the day they walked in until the day they retired Their many contributions are appreciated and we wish them well in their new endeavors We also welcome two new directors Kevin Poorten CEO of KishHealth System and Tim Suter President and CEO of The Suter Company have joined the board and have made an immediate impact Their knowledge of the community and their business acumen will add to the strength of our already strong board of directors

Finally it is with a heavy heart that we say good bye to one of our directors who passed away in an automobile accident last fall Debra Hopkins was a true professional in the field of accountancy and touched the lives of thousands of students from her work at Northern Illinois University Debra served on our board since 2004 and was an active enthusiastic contributor The entire NBampT team will miss Debra

In closing we will continue to be diligent in the management of our resources and the oversight of those assets entrusted to us Our board our management team and our staff take those responsibilities seriously We thank you for your support and confidence

- James W Dutton Chairman of the Board

Michael A Cul len President CEO

2014 2013

For the year

Net income $ 1050 $ 976

Diluted earnings per share 100 93

Dividends declared 525 522

Dividends per share 050 050

Net interest income after provision for Joan losses 17127 14605

At year end

Total assets $ 611854 $ 611 906

Total deposits 548940 549645

Loans and Joans held for sale 407491 383074

Securities including Federal Horne Loan Bank and Federal Reserve Bank stock 129871 150961

Stockholders equity 56136 54369

Trust assets under management 700997 663726

Book value per share 5348 5183

Ratios()

Return on average core stockholders equity 20 23

Return on average assets 02 02

(Dollars in thousands except per share data)

Total assets in millions of dollars Net income in millions of dollars

$700 $7

6119 6119

$600 $6

middot$500 c $5

$400 $4 36

$300 $3

$200 $2

$100 $1

$0 $0

11 12 13 14 11 12 13 14

--

Financial Highlights

Years ended December 31

2012 2011

$ 3622 $ 1536

268 109

589 591

050 042

15991 15292

$ 592879 $ 590073

527006 515957

334246 318144

143460 141738

56272 71626

600996 574093

5421 5098

57 24

06 03

Year end stock data per share in dollars

bull BookValue $70

- Stock Price

$60 54

$40

$30

$20

$10

$0

11 12 13 14

Consolidated Balance Sheets At December 31

Assets

Cash and due from banks Interest bearing deposits in other

financial institutions

Cash and cash equivalents Securities available for sale Federal Home Loan Bank and

Federal Reserve Bank stock Loans held for sale Loans net of allowance for loan losses of

$3906 in 201 4 and $3240 in 201 3 Land premises and equipment net other real estate owned Mortgage servicing rights Goodwill Intangible assets Bank owned life insurance Accrued interest receivable and other assets

Total assets

Liabilities

Noninterest-bearing deposits Interest-bearing deposits

Total deposits

Other borrowings Accrued interest payable and other liabilities

Total liabilities

Stockholders equity

Preferred stock $50 par value 20000 shares authorized none issued

Common stock $1 25 par value 2000000 shares authorized issued 1 676425 and 1 675735 shares at December 31 201 4 and 201 3 respectively and outstanding of 1 049789 and 1 049059 respectively

Additional paid in capital Retained earnings Accumulated other comprehensive income (loss) net Treasury stock 626676 shares in 201 4 and

201 3 at cost

Total stockholders equity

Total liabilities and stock1olders equity

(Dollars in thousands) See accompanying notes to consolidated financial statements

2014

$ 1 871 5

8000

26715 1 28224

1 647 2432

405059 21 1 57

7456 2447 3265

-81 09 5343

$611854

$ 1 1 2872 436068

548940

3600 3 178

555718

-

2094 9607

72747 506

(28818)

56136

$611854

2013

$ 25838

1 1 000

36838 1 49467

1 494 5902

3771 72 21 938

7534 2524 3265

90

5682

$611906

$ 1 05652 443993

549645

4800 3092

557537

2093 9447

72222 (575)

(2881 8)

54369

$611906

Interest income

Loans Securities taxable Securities tax-exempt Interest bearing deposits

in other financial institutions

Total interest income

Interest expense

Deposits

Other borrowings

Total interest expense

Net interest income

Provision for loan losses

Net iQterest income after provision for loan losses

Noninterest income

Trust fees Income from mortgage banking Service charges on deposit accounts Realized securities gains net Other income

Total noninterest income

Noninterest expense

Salaries and employee benefits Occupancy expense FDIC Insurance Other real estate owned Other expense

Total noninterest expense

Income before income taxes

Provision for income taxes r---

------------middot-middot------ ------ _Net incdeg=-

- __ _ _ ___ _ _ ___ _ _ ___ _ _ _ ____ _ Basic earnings per share Diluted earnings per share

(Dollars in thousands) See accompanying notes to consolidated financial statements

2014

$ i S371 1 491

775

1 04

20741

21 1 4

1 50

2264

1 8477

1 350

1 7 1 27

4748 1 078 2095

368 1 308

9597

1 3283 3252

524 1 582 6943

25584

1 1 40 90

$ _ 10_50

$ 1 00 $ 1 00

Consolidated Statements of Income Years ended December 31

2013 201 2

$ 1 7 599 $ 1 8233 1 354 2038

764 767

205 251

1 9922 21 289

2882 3493

1 92 34

3074 3527

1 6848 1 7762

2243 1 771

1 4605 1 5991

4662 5025 21 57 2403 1 997 1 754

434 2084 1 1 93 945

1 0443 1 2211

1 2789 1 2787 3049 281 4

5 17 668 1 430 640 5915 5778

23700 22687

1 348 551 5 372 1 893

$ 976 $ 3622

$ 94 $ 268 $ 93 $ 268

Consolidated Statements of Comprehensive Income (Loss) At December 31

Net income

Other comprehensive income (loss)

Unrealized appreciation depreciation) on available for sale securities net of taxes of $682 $(1 1 7 4) and $3 for 201 4 2013 and 201 2 respectively

Less reclassification adjustment for realized gains included in net income net of taxes of $1 26 $1 48 and $709 for 201 4

2014

$ 1050

$ 1 323

201 3 and 201 2 respectively 242

$ 1 081

Comprehensive income (loss) $ 2 131

(Dollars in thousands See accompanying notes to consolidated financial statements

2013

$ 976

$ (2280)

286

$ 2566)

$ (1590

2012

$ 3622

$ 5

middot1 375

$ (1 370)

$ 2252

Common Stock

Balances at December 31 2011 $ 2049

Net income Other comprehensive income (loss) Purchase of 392663 shares of

treasury stock Exercise of 24502 stock options 30 Stock compensation - Directors 2 Stock compensation expense Cash dividends declared

$50 per share

Balances at December 31 2012 2081

Net income Other comprehensive income (loss) Exercise of 667 stock options Stock compensation expense Cash dividends declared

$50 per share Issuance of restricted stock 11

Balances at December 31 2013 2093

Net income Other comprehensive income (loss) Exercise of 1000 stock options Stock compensation expense Cash dividends declared

$50 per share

Balances at December 31 2014 $ 2094

(Dollars in thousands) See accompanying notes to consolidated financial statements

Consolidated Statements of Stockholders Equity Years ended December 31

Additional Accumulated Other Total

Paid In Retained Comprehensive Treasury Stockholders

Capital Earnings Income (Loss) Net Stock Equity

$ 8237 $ 68735 $ 3361 $ (10756) $ 71626

3622 3622 (1370) (1370)

(18062) (18062) 865 895

35 37 113 1 13

(589) (589)

9250 71768 1991 (28818) 56272

976 976 (2566) (2566)

21 22 187 187

(522) (522) (11)

9447 72222 (575) (28818) 54369

1 050 1050 1081 1081

31 32 129 129

(525) (525)

$ 9607 $ 72747 $ 506 $ (28818) $ 56136

Consolidated Statements of Cash Flows Years ended December 3i

Cash flows from operating activities

Net income Adjustments to reconcile net income to net cash from operating activities

Amortization and accretion of securities Amortization of intangibles Realized security gains net Depreciation Loss (gain) on sale of premises and equipment Gain on sales of loans Loss on sale and valuation adjustments

of other real estate owned (Increase) decrease in mortgage loans held for sale Amortization of mortgage servicing rights Deferred tax benefit Stock compensation expense net Provision for loan losses (Increase) decrease in interest receivable and other assets Increase (decrease) in interest payable and other liabilities

Net cash provided by operating activities

Cash flows from investing activities

Redemption of FHLB stock Securities available for sale

Proceeds from sales Proceeds from maturities and calls Purchases

Sale of other real estate owned Increase in loans net Purchases of premises and equipment Proceeds from sale of premises and equipment Purchase of bank-owned life insurance

Net cash used by investing activities

Cash flows from financing activities

Proceeds from (repayment 01) holding company borrowing Net increase (decrease) in deposit activities Cash dividends paid Purchases of treasury stock Exercise of stock options

Net cash provided (used) by financing activities Net change in cash and cash equivalents Cash and cash equivalents at beginning of year Cash and cash equivalents at end of year

Supplemental cash flows information

Interest paid Income taxes paid Transfer from loans to other real estate owned

(Dollars in thousands middotsee accompanying nofes to consolidated financial middotstatements

$

$

$ $ $

2014

i 050

56i 90

(368) i 449

-(990)

i 82i 4i29

408 60

i 29 i 350

948 (i i 39) 9498

-

23322 27735 (28523)

2289 (33269)

(838) 1 70

(8 i 09) (1 7223)

(i 200) (705) (525)

-32

(2398) (i0i 23) 36838 267i 5

2278 74i

4032

2013 2012

$ 976 $ 3622

i 037 i i 76 i 8i i 80

(434) (2084) i 373 i 057

i (3) (2636) (34i 5)

i 029 i 058 2i37 (264)

506 i Oi 2 i 96 (68) i 87 i i 3

2243 i 77i 9i) 4i 9

i 969 i 904 8674 6478

847

21662 38789 38844 37290 (72497) (79835)

875 i 772 (57900) (1627 4)

(i i 22) (5942) 25 526

(70i i 3) (22827)

(i 200) 6000 22639 1 i 049

(522) (589) (i 8062)

22 932 20939 (670) (40500) (i 70i 9) 77338 94357

$ 36838 $ 77338

$ 3i18 $ 3589 $ i i 73 $ 2249 $ 51 67 $ 76i

Notes to Consolidated Financial Statements

f Summary of Significant Accounting Policies

PRINCIPLES OF CONSOLIDATION The consolidated financial statements of NJ Bancshares Corporation (the Corporation) include the accounts of the Corporation and its wholly owned subsidiary The National Bank amp Trust Company of Sycamore (the Bank) Significant intercompany transactions and accounts have been eliminated in consolidation

NATURE OF OPERATIONS The Bank provides a variety of financial services to individuals and businesses in DeKalb LaSalle and Kane Counties through its ten locations Branch offices include two locations in Sycamore three locations in DeKalb and one location in each of the towns of Elburn Genoa Leland Serena and Sandwich The Banks primary deposit products are checking accounts interestshybearing savings accounts certificates of deposit and individual retirement accounts The Banks primary lending products are commercial Joans real estate Joans and consumer Joans The Bank also maintains a trust department and originates residential mortgage Joans for sale in the secondary market The Bank is nationally chartered Deposits up to $250000 are insured by the Federal Deposit Insurance Corporation The Bank is subject to the regulations and supervision of the Office of the Comptroller of the Currency The Corporation is subject to the regulations and supervision of the Feder-al Reserve Bank

USE OF ESTIMATES The preparation of financial statements in conformity with accounting principles generally accepted in the United States (GAAP) requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of income and expense during the reporting period Actual results could differ from those estimates Material estimates that are particularly susceptible to significant change in the near term relate to the valuation of the allowance for Joan losses the valuation of other real estate owned the classification and valuation of securities the determination of fair values of financial instruments the impairment of goodwill and intangibles mortgage servicing rights and the status of contingencies

SIGNIFICANT CONCENTRATIONS OF CREDIT RISK Most of the Corporations activities are with customers located within the Illinois counties of DeKalb LaSalle and Kane Note I l l discusses the types of lending in which the Corporation is engaged The Corporation does not have any significant concentrations to any one industry customer or geographic location

CASH AND CASH EQUIVALENTS For purposes of reporting cash flows cash and cash equivalents include cash on hand amounts due from banks and federal funds sold Generally federal funds are sold and purchased for one-day periods Customer deposit and loan activities are reported on a net basis

At December 3i 20i 4 the Corporations cash accounts exceeded federally insured limits by approximately $1 i 973 thousand

SECURITIES Securities classrfied as available for sale are those debt or equity securities that the Bank intends to hold for an unspecified period of time but not necessarily to maturity Unrealized gains or losses are reported as increases or decreases in a separate component of stockholders equity net of the related deferred tax effect

The amortization of premiums and the accretion of discounts on securities are deducted from and added to interest income Realized gains or losses on sales of securities are determined using the specific-identification method Securities are written down to fair value when a decline in fair value is not temporary

Declines in the fair value of securities below their cost that are other than temporary are reftected as realized losses In estimating other-than-temporary losses management considers (i) the length of time and extent that the fair value has been Jess than cost (2) the financial condition and near term prospects of the issuer and (3) the intent of the Corporation to not sell the security or whether it is more likely than not that the Corporation will be required to sell the security before its anticipated recovery

During 201 4 201 3 and 201 2 the bank initiated a strategy to sell certain held for sale investment securities and subsequently reinvest the proceeds of those into similar held for sale investment securities The strategy included extending the weighted average maturity of a portion of the portfolio for interest rate risk purposes and accelerated the recognition of income from the portion that was sold As a result there was a gain of the sale of those securities of $368 $434 and $2084 thousand gross before taxes respectively

RESTRICTED STOCK The Bank as a member of the Federal Home Loan Bank of Chicago (FHLB) is required to maintain an investment in the capital stock of the Federal Home Loan Bank T he Bank also maintains an investment in the capital stock of the Federal Reserve Bank (FRB) For financial reporting purposes such stock is carried at cost which approximates fair value based on the redemption provisions of each institution

LOANS HELD FOR SALE Real estate loans originated and intended for sale in the secondary market are carried at the lower of cost or fair value in the aggregate as determined by outstanding commitments from investors Net unrealized losses if any are recorded as a valuation allowance and charged to earnings

Mortgage loans held for sale are generally sold with servicing rights retained The carrying value of mortgage loans sold is reduced by the cost allocated to the servicing right Gains or losses on sales of mortgage loans are based on the difference between the selling price and the carrying value of the related loan sold

Notes to Consolidated Financial Statements

SERVICING RIGHTS Servicing rights are recognized as assets for the allocated value of retained servicing rights on sold loans Servicing rights are expensed in proportion to and over the period of estimated net servicing revenues Impairment is evaluated based on the fair value of the rights using groupings of underlying loans as to loan term rate and then as to loan type Fair value is based upon discounted cash flows using market based assumptions Any impairment is reported as a valuation allowance to the extent that fair value is Jess than the capitalized amount

LOANS Loans are stated at the amount of unpaid principal net of unearned income and the allowance for loan losses Interest on loans is accrued daily and is computed on the principal balance outstanding

Loan origination fees net of certain direct organization costs are deferred and recognized as an adjustment of the yield of the related loans

In general interest income on mortgage and commercial loans is discontinued at the time the loan is 90 days delinquent unless the loan is well secured and in process of collection Consumer loans are typically charged off no later than 180 days past due In all cases loans are placed on non-accrual or charged-off at an earlier date if collection of principal or interest is considered doubtful

All interest accrued but not received for the loans placed on nonshyaccrual are reversed against interest income Interest received on such loans is accounted for on the cash basis or cost-recovery method until qualifying for return to accrual Loans are returned to accrual status when all the principal and interest amounts contractually due are brought current and future payments are reasonably assured

ALLOWANCE FOR LOAN LOSSES The allowance for loan losses is maintained at a level considered adequate to provide for probable incurred loan losses Allowances for impaired loans are generally determined based on collateral values or the present value of estimated cash flows discounted at the loans effective interest rate The allowance is increased by provisions charged to operating expense and reduced by net charge-offs Loans are charged off to the allowance for loan losses when and to the extent that they are deemed uncollectible by management Management makes continuous credit reviews of the loan portfolio and considers current economic conditions historical loan loss experience and other factors in determining the adequacy of the allowance

Allocations of the allowance may be made for specific loans but the entire allowance is available for any loan that in managements judQrnent should be charged off

The allowance consists of specific and general components The specific component relates to loans that are individually classified as impaired or loans otherwise classified as substandard or doubtful The general component covers non-classified loans and is based on historical loss experience adjusted for current factors

A loan is impaired when full payment under the Joan terms is not expected Commercial and commercial real estate loans are individually evaluated for impairment If a Joan is impaired a portion of the allowance is allocated so that the loan is reported net at the present value of estimated future cash flows using the loans existing rate or at the fair value of collateral if repayment is expected solely from the collateral Large groups of smaller balance homogeneous loans such as consumer and residential real estate loans are collectively evaluated for impairment and accordingly they are not separately identified for impairment disclosures

LAND PREMISES AND EQUIPMENT Land is stated at historical cost Premises and equipment are stated at cost less accumulated depreciation Depreciation is computed principally on the straight-line method over the estimated useful lives of the assets These assets are reviewed for impairment when events indicate the carrying amount may not be recoverable

OTHER REAL ESTATE OWNED Real properties acquired through or in lieu of loan foreclosure are to be sold and are initially recorded at fair value less the cost to sell at the date of the foreclosure establishing the new cost basis After foreclosure valuations are periodically performed by management and the real estate is carried at the lower of carrying amount or fair value less the estimated cost to sell Revenue and expenses from the operations changes in the valuation of the property and gain or loss on the disposition of the property are included in other expenses or other income as incurred

EARNINGS PER SHARE Basic earnings per share is calculated based on weightedshyaverage common shares outstanding Diluted earnings per share includes the dilutive effect of additional potential common shares issuable under stock options and restricted stock awards

GOODWILL AND INTANGIBLE ASSETS Goodwill results from business acquisitions and represents the excess of the purchase price over the fair value of acquired tangible assets and liabilities and identifiable intangible assets Goodwill and indefinite-lived intangibles are evaluated annually for impairment or more frequently if impairment indicators are present A qualitative assessment is performed to determine whether the existence of events or circumstances leads to a determination that it is more likely than not the fair value of the reporting unit or indefinite-lived intangible asset is Jess than its carrying amount If based on the evaluation it is determined to be more likely than not that the fair valued is less than the carrying value then the goodwill or indefinite-Jived intangible is tested further for impairment If the implied fair value of goodwill or the fair value of the indefinite-lived intangible is lower than their carrying amounts an impairment loss is recognized in an amount equal to the difference Subsequent increases in goodwill value

- are not recognized in the financial statements

Intangible assets consist of core deposits arising from a whole bank acquisition They are initially measured at fair value and then are amortized over their estimated useful lives These assets are reviewed for impairment when events indicate the carrying amount may not be recoverable

Notes to Consolidated Financial Statements

LOAN COMMITMENTS AND RELATED FINANCIAL INSTRUMENTS Financial instruments include off-balance sheet credit instruments such as commitments to make loans and commercial letters of credit issued to meet customer financing needs The face amount for these items represents the exposure to loss before considering customer collateral or ability to repay Such financial instruments are recorded when they are funded

IMPAIRMENT OF LONG-LIVED ASSETS The Corporation reviews long-lived assets for impairment whenever events or changes in circumstances indicate the carrying amount of an asset may not be recoverable Recoverability of assets to be held and used is measured by a comparison of the carrying amount of an asset to future undiscounted net cash flows expected to be generated by the asset If such assets are considered to be impaired the impairment to be recognized is measured by the amount by which the carrying amount of the assets exceeds the fair value of the assets Assets to be disposed of are reported at the lower of carrying amount or fair value less costs to sell

TRANSFERS OF FINANCIAL ASSETS Transfers of financial assets are accounted for as sales when control over the assets has been surrendered Control over transferred assets is deemed to be surrendered when (1 ) the assets have been isolated from the Corporation (2) the lransferee obtains the right (free of conditions that constrain it from taking advantage of that right) to pledge or exchange the transferred assets and (3) the Corporation does not maintain effective control over the transferred assets through an agreement to repurchase them before their maturity

TRUST ASSETS AND FEES Assets of the Trust Department are not included in these consolidated financial statements because they are not assets of the Corporation or the Bank Fee income generated from trust services is primarily recorded on the accrual method

INCOME TAXES Deferred income taxes are provided on temporary differences between financial statement and income tax reporting Temporary differences are differences between the amounts of assets and liabilities reported for financial statement purposes and their tax bases

Deferred tax assets are recognized for temporary differences that will be deductible in future years tax returns and for operating loss and tax credit carryforwards Deferred tax assets are recognized only if it is more likely than not that the tax position will be realized or sustained upon examination by the relevant taxing authority A tax position that meets the more-likely-thanshynot recognition threshold is initially and subsequently measured as the largest amount of tax benefit that has a greater than 50 percent likelihood of being realized upon settlement with a taxing authority that has full knowledge of all relevant information

Deferred tax assets are reduced by a valuation allowance if it is deemed more likely than not that some or all of the deferred tax assets will not be realized Deferred tax liabilities are recognized for temporary differences that will be taxable in future years

COMPREHENSIVE INCOME (LOSS) Comprehensive income (loss) consists of net income (loss) and other comprehensive income (loss) Other comprehensive income (loss) includes unrealized gains and losses on securities available for sale net of taxes These unrealized gains and losses net of taxes are also recognized as separate components of equity

LOSS CONTINGENCIES Loss contingencies including claims and legal actions arising in the ordinary course of business are recorded as liabilities when the likelihood of loss is probable and an amount or range of loss can be reasonably estimated Management does not believe there are matters that will have a material effect to the Corporation the Bank or the Banks Trust Department or on the fiancial statements of the Corporation

STOCK COMPENSATION PLANS Compensation cost is measured using the fair value of an award on the grant dates and is recognized over the service period which is usually the vesting period Compensation cost related to the non-vested portion of awards outstanding is based on the grant-date fair value of those awards T he Corporation has an incentive stock option plan and restricted stock awards which are described more fully in Note IX

TREASURY STOCK Common stock shares repurchased are recorded at cost Cost of shares retired or reissued is determined using the first-in firstshyout method

During 201 2 the Corporation purchased 392663 treasury shares This was primarily accomplished through two transactions the first involving a negotiated purchase of shares from certain members of the Dutton Family and their affiliates and the second involving a tender offer with our shareholders These treasury shares were all repurchased at $46 per share a discount to the current book value per share Detailed information related to these transactions was provided to stockholders in an Offer to Purchase dated November 1 201 2 The total cost to capital of the Corporation was $1 6940 thousand for these treasury shares

Notes to Consolidated Financial Statements

II Securities

Amortized cost and fair values of securities classified as available for sale with gross unrealized gains and losses at December 31 are summarized as follows (Dollars in thousands)

US Obligations of US Government- States and Political Certificates Equity Total

Treasury Sponsored Entities Subdivisions of Deposit Securities Securities

2014 Amortized cost $ 1 4470 $ 7981 6 $ 31 728 $ 988 $ 456 $ 1 27458 Gross unrealized gains 2 536 694 1 232 Gross unrealized losses (28) (233) (205) (466)

Fair value $ 1 4444 $ 80 1 1 9 $ 32217 $ 988 $ 456 $ 1 28224

2013 Amortized cost $ 1 5007 $ 94907 $ 37030 $ 988 $ 2406 $ 150338 Gross unrealized gains 1 0 1 1 7 854 981 Gross unrealized losses (2) (926) 924) (1 852)

Fair value $ 1 501 5 $ 94098 $ 36960 $ 988 $ 2406 $ 1 49467

The fair values of debt securities classified as available for sale by contractual maturity at December 31 2014 are as follows (Dollars in thousands)

1 year or l ess Over 1-5 years Over 5-10 years Over 1 0 years Total

US Treasury $ 5000 $ 9444 $ $ $ 1 4444

US government-sponsored entities 1 7057 47722 1 5340 80 1 1 9

Obligations of states and political subdivisions 3964 9859 1 8394 3221 7

Certificates of deposit 988 988

Total $ 26021 $ 6801 3 $ 33734 $ $1 27768

Expected maturities may differ from contractual maturities because the borrowers may have the right to call or prepay obligations with or without call or prepayment penalties Other equity securities include mutual funds which have no maturity date Securities with a market value of $1 220 million and $1 21 0 million at December 31 201 4 and 201 3 respectively are pledged to secure public deposits and other purposes as required or permitted by law

middot

Amortized cost gross reaiized gains gross realized losses and saies proceeds from available for sale securities sold matured or called at December 31 are summarized as follows (Dollars in thousands)

2014 2013 2012

Amortized cost $ 50689 $ 60072 $ 73995 Gross realized gains 546 435 2093 Gross realized losses (1 78) (1 ) (9) Proceeds $ 51 057 $ ousuo $ 70UJ

Notes to Consolidated Financial Statements

I I Securities cont

The following tabes present investments gross unrealized losses and fair value at December 31 aggregated by Investment category and length of time that Individual securities have been in a continuous unrealized loss position Dollars In thousands)

Less Than 12 Months 12 Months or More Total Fair Value Unrealized Loss Fair Value Unrealized Loss Fair Value U n realized Loss

2014 US Treasury $ 9444 $ (28) $ $ $ 9444 $ (28) US government-

sponsored entities i 7529 (43) i 5009 (i 90) 32538 (233) Obligations of states and

political subdivisions i 983 (i7) 6475 (i 88) 8458 (205) $ 28956 $ (88) $ 2i 484 $ (378) $ 50440 $ (466)

Less Than 12 Months 12 Months or More Total Fair Value Unrealized Loss Fair Value Unrealized Loss Fair Value Unrealized Loss 2013

US Treasury $ 3994 $ (2) $ $ $ 3994 $ (2)

US government-sponsored entities 7222i (926) 7222i (926)

Obligations of states and political subdivisions i 2042 (597) 3 i30 (327) i 5i 72 (924)

$ 88257 $ (i 525) $ 3i30 $ (327) $ 9i 387 $ (1 852)

At December 3i 20i 4 37 US Treasury US government-sponsored entities and obligations of states and political subdivisions securities have an unrealized loss with aggregate depreciation of less than one-quarter percent of the Corporations amortized cost basis Management views fluctuation in agencies as temporary market fluctuations There were i 9 securities with an unrealized loss for over i 2 months The fair value is expected to recover as the bonds approach maturity The nature and quality of these investments remain adequate and continue to have a Moodys rating of an A or above as required by Bank policy Management views the losses associated with US Treasury US government-sponsored entities and obligations of states and political subdivisions securities to also be temporary market fluctuations

Notes to Consolidated Financial Statements

III Loans

Classes ofoans at December 31 include (Dollars in thousands)

2014 2013

Construction and land development $ 1 4 199 $ 1 9798 Farmland 20488 1 7397 Residential real estate 1 1 5291 1 04873 Nonresidential real estate 1 37499 1 3501 4 Agricultural production 1 2530 1 2968 Commercial 45940 41 273 Loans to individuals 57280 42883 Other 5738 6206

Total Joans and leases $ 408965 $ 38041 2 Allowance for loan losses (3906) (3240)

Total loans and leases net $ 405059 $ 377 1 72

The Bank maintains lending policies and procedures designed to focus lending efforts on the type location and duration of loans most appropriate for its business model and markets The Banks principal lending activity is the origination of residential and commercial real estate loans commercial loans consumer loans and home equity lines of credit The primary lending market is located within the Illinois counties of DeKalb LaSalle and Kane Generally loans are collateralized by assets of the borrower and guaranteed by the principals of the borrowing entity

The Board of Directors reviews and approves the Banks lending policy on an annual basis Quarterly the Board reviews the allowance for loan losses and reports related to loan production loan quality concentrations of credit loan delinquencies and non-performing and potential problem loans

The Bank does not accrue interest on any asset which is maintained on a cash basis because of deterioration in the financial position of the borrower any asset for which payment in full of interest or principal is not expected or any asset upon which principal or interest has been in default for a period of ninety days or more unless it is both well secured and in the process of collection A non-accrual asset may be restored to an accrual status when none of its principal and interest is due and unpaid or when it otherwise becomes well secured and in the process of collection

The Bank periodically performs an independent loan review of outstanding loans through the use of an outside third party The primary objective of the independent loan review function is to ensure the maintenance of a quality loan portfolio and minimize the potential for Joan losses The Joan review engagement is responsible for reviewing a sample of existing loans for compliance with internal policies and procedures In addition to reviewing Joans for compliance the loan review analyzes the appropriateness and timeliness of risk grading and problem loan identification by loan officers

Notes to Consolidated Financial Statements

I l l Loans cont

The Corporation categorizes loans into risk categories based on relevant information about the ability of borrowers to service their debt such as current financial information historical payment experience credit documentation public information and current economic trends among other factors This analysis is performed on an annual basis at a minimum The Corporation uses the following definitions for risk ratings

Internal Risk Categories Loan grades are numbered i through 7 Grades i through 4 are considered pass grades The grade of 5 or Special Mention represents loans of lower quality and is considered criticized The grades of 6 or Substandard and 7 or Doubtful refer to assets that are classified The use and application of these grades by the bank will be uniform and shall conform to the banks policy

Pass (1) loans are of superior quality with excellent credit strength and repayment ability providing a nominal credit risk

Pass (2) loans are of above average credit strength and repayment ability providing only a minimal credit risk

Pass (3) loans of reasonable credit strength and repayment ability providing an average credit risk due to one or more underlying weaknesses

Pass (4) loans of the lowest acceptable credit strength and weakened repayment ability providing a cautionary credit risk due to one or more underlying weaknesses New borrowers are typically not underwrillen witl1in this classification

Special Mention (5) assets have potential weaknesses that deserve managements close attention If left uncorrected these potential weaknesses may result in deterioration of the repayment prospects for the asset or in the institutions credit position at some future date Special mention assets are not adversely classified and do not expose an institution to sufficient risk to warrant adverse classification Ordinarily special mention credits have characteristics which corrective management action would remedy

Substandard (6) loans are inadequately protected by the current sound worth and paying capacity of the obligor or of the collateral pledged if any Loans so classified must have a well-defined weakness or weaknesses that jeopardize the liquidation of the debt They are characterized by the distinct possibility that the Bank will sustain some loss if the deficiencies are not corrected

Doubtful (7) loans classified as doubtful have all the weaknesses inherent in those classified Substandard with the added characteristic that the weaknesses make collection or liquidation in full on the basis of current known facts conditions and values highly questionable and improbable

Risk characteristics applicable to each segment of the loan portfolio are described as follows

Residential 1 -4 Family The residential i -4 family real estate are generally secured by owner-occupied i -4 family residences Repayment of these loans is primarily dependent on the personal income and credit rating of the borrowers Credit risk in these loans can be impacted by economic conditions within the Banks market areas that might impact either property values or a borrowers personal income Risk is mitigated by the fact that the loans are of smaller individual amounts and spread over a large number of borrowers

Non-residential Real Estate Non-residential real estate loans typically involve larger principal amounts and repayment of these loans is generally dependent on the successful operations of the property securing the loan or the business conducted on the property securing the loan These loans are viewed primarily as cash flow loans and secondarily as loans secured by real estate Credit risk in these loans may be impacted by the creditworthiness of a borrower property values and the local economies in the Banks market areas

Construction and Land Development Real Estate Conshystruction and land development real estate loans are usually based upon estimates of costs and estimated value of the completed project and include independent appraisal reviews and a financial analysis of the developers and property owners Sources of repayment of these loans may include permanent loans sales of developed property or an interim loan commitment from the Bank until permanent financing is obtained These loans are considered to be higher risk than other real estate loans due to their ultimate repayment being sensitive to interest rate changes general economic conditions and the availability of long-term financing Credit risk in these loans may be impacted by the creditworthiness of a borrower property values and the local economies in the Banks market areas

Commercial The commercial portfolio includes loans to commercial customers for use in financing working capital needs equipment purchases and expansions The loans in this category are repaid primarily from the cash flow of a borrowers principal business operation Credit risk in these loans is driven by creditworthiness of a borrower and the economic conditions that impact the cash flow stability from business operations

Loans to individuals The consumer loan portfolio consists of various term and line of credit loans such as automobile loans and loans for other personal purposes Repayment for these types of loans will come from a borrowers income sources that are typically independent of the loan purpose Credit risk is driven by consumer economic factors (such as unemployment and general economic conditions in the Banks market area) and the creditworthiness of a borrower

Agricultural Production and Farmland Loans Agricultural production loans are generally comprised of seasonal operating lines to cash grain farmers to plant and harvest corn and soybeans and term loans to fund the purchase of equipment Farmland loans are primarily comprised of loans for the purchase of farmland Specific underwriting standards have been established for agricultural-related loans including the establishment of projections for each operating year base on industry developed estimates of farm input costs an expected commodity yields and prices Operating lines are typically written for one year and secured by the crop Loan-to-value ratios on Joans secured by farmland generally do not exceed 65 and have amortization periods limited to twenty-five years Federal government-assistance lending programs through the Farm Service Agency are used to mitigate the level of credit risk when deemed appropriate

Notes to Consolidated Financial Statements

The following table presents the credit risk profile of the Banks loan portfolio based on internal rating category and payment activity as of December 31 2014 and 2013 (Dollars in thousands)

Non Residential Residential Agricultural Loans-to

Construction Farmland Real Estate Real Estate Production Commercial Individuals Other

20 1 4 Loan Class Pass $ 1 1 274 $ 20488 $ 1 0941 2 $ 1 35059 $ 1 2530 $ 45386 $ 57280 $ 5738 Special mention 1 261 Substandard 2925 5879 1 1 79 554 Doubtful Total $ 1 4 1 99 $ 20488 $ 1 15291 $ 1 37499 $ 1 2530 $ 45940 $ 57280 $ 5738

201 3 Loan Class Pass $ 1 6327 $ 1 6505 $ 98646 $ 1 29428 $ 1 2 1 28 $ 38282 $ 42883 $ 6206 Special mention 892 5667 448 840 2503 Substandard 3471 560 5 138 488 Doubtful Total $ 1 9798 $ 1 7397 $ 1 04873 $ 1 3501 4 $ 1 2968 $ 41 273 $ 42883 $ 6206

The Bank evaluates the loan risk grading system definitions and allowance for loan loss methodology on an ongoing basis No significant changes were made to either during the past year

The accrual of interest on loans is discontinued at the time the loan is 90 days past due unless the credit is well-secured and in process of collection Past due status is based on contractual terms of the loan In all cases loans are placed on non-accrual or charged-off at the earlier date if collection of principal and interest is considered doubtful

All interest accrued but not collected for loans that are placed on non-accrual or charged-off is reversed against interest income The interest on these loans is accounted for on the cash-basis or cost-recovery method until qualifying for return to accrual Loans are returned to accrual status when all principal and interest amounts contractually due are brought current and future payments are reasonably assured

Notes to Consolidated Financial Statements

The following tables present the Corporation s loan portfolio aging analysis at December 31 (Dollars in thousands)

Non Residential Residential Agricultural Loans to

Construction Farmland Real Estate Real Estate Production Commercial Individuals Other Total

201 4 30-89 days past due $ $ $ 1 92 $ $ $ $ 707 $ 23 $ 922 90 days or greater

past due or nonaccrual 1 68 6327 551 92 2 7 140 Total past due and

nonaccrual 360 6327 551 799 25 8062 Current loans 1 4 1 99 20488 1 1 4931 1 31 1 72 1 2530 45389 56481 57 13 400903

Total loans receivable 1 4 1 99 20488 1 1 5291 1 37499 1 2530 45940 57280 5738 408965

Total loans 90 days or greater and accruing $ $ $ $ 571 1 $ $ $ 92 $ 2 $ 5805

2013 30-89 days past due $ $ $ 312 $ 57 $ $ $ 529 $ 28 $ 926 90 days or greater

past due or nonaccrual 770 4791 347 75 5983

Total past due and nonaccrual 1 082 4848 347 604 28 6909

Current loans 1 9798 1 7397 1 03791 1 301 66 1 2968 40926 42279 6 178 373503

Total loans receivable 1 9798 1 7397 1 04873 1 3501 4 1 2968 41273 42883 6206 38041 2

Total loans 90 days or greater and accruing $ $ $ 209 $ 3683 $ $ $ 75 $ $ 3977

A loan is considered impaired in accordance with the impairment accounting guidance (ASC 31 0-1 0-35-1 6) when based on current information and events it is probably the Corporation will be unable to collect all amounts due from the borrower in accordance with the contractual terms of the loan Impaired loans include non-performing commercial loans but also include loans modified in troubled debt restructurings where concessions have been granted to borrowers experiencing financial difficulties These concessions could include a reduction in the interest rate on the loan payment extensions forgiveness of principal forbearance or other actions intended to maximize collection

Included in certain loan categories in the impaired loans are troubled debt restructurings that were classified as impaired At December 31 201 4 and 201 3 the Corporation had $895 and $907 thousand respectively of commercial and non-residential real estate loans $76 and $76 thousand respectively in residential loans and $1 and $5 thousand respectively in consumer loans that were modified in troubled debt restructurings and impaired and that were performing in accordance with their modified terms

When economic concessions have been granted to borrowers who have experienced financial difficulties the loan is considered a troubled debt restructuring These concessions typically result from our loss mitigation activities and could include reductions in the interest rate payment extensions forgiveness of principal forbearance or other actions Troubled debt restructurings are considered impaired at the time of restructuring and typically are returned to accrual status after considering the borrowers sustained repayment performance as agreed for a reasonable period of at least six months or once the granted concessions have ended or are no longer applicable

As of December 31 201 4 and 201 3 the Bank had troubled debt restructurings all modification of payment terms with a recorded balance at original cost of $895 and $907 thousand respectively and consists of four commercial and non-residential real estate loans for both years which are all performing in accordance with the modified terms of the loan All four loans were added as troubled debt restructuring during the fourth quarter of 201 3 There was no difference between pre-modification and post-modification balances As of December 31 201 4 and 2013 the loans totaling $895 and $907 thousand respectively are on non-accrual and considered impaired by the Bank Based on the fair value of the collateral specific reserves required on the loans totaled $108 and $98 thousand as of December 31 201 4 and 2013 respectively During the years ended December 31 201 4 and 2013 there were no defaults of loans that had been modified as a troubled debt restructuring in the 1 2 month period prior to default

Notes to Consolidated Financial Statements I l l Loans cont

The following tables present the impaired loan balances (loans on non-accrual status) at December 31 (Dollars in thousands)

Non Residential Residential

Real Real Agricultural Loans to

Construction Farmland Estate Estate Production Commercial Individuals Other

20 1 4 Loans with out a specific

valuation al lowance Recorded balance $ $ $ 92 $ $ $ 487 $ $ Unpaid principal balance 92 487 Specific allowance Average investment in

impaired loans 278 4 1 99 1 02

Loans with a specific valuation al lowance

Recorded balance $ $ $ 76 $ 61 6 $ 63 Unpaid principal balance 76 61 6 63 Specific allowance 66 1 08 31 Average investment in

impaired loans 369 1 1 48 694

Total loans receivab l e Total Recorded balance $ $ $ 1 68 $ 61 6 $ $ 551 $ $ $ 1 335 Unpaid principal balance $ $ $ 1 68 $ 61 6 $ $ 551 $ $ $ 1 335 Specific allowance $ $ $ 66 $ 1 08 $ $ 31 $ $ $ 205 Average investment in

impaired Joans $ $ $ 648 $ 5346 $ $ 796 $ $ $ 6790

2013 Loans without a specific

valuation al lowance Recorded balance $ $ $ 299 $ 1 098 $ $ $ $ Unpaid principal balance 299 1 098 Specific allowance Average investment in

impaired loans 4037 280 5226 1 7 12

Loans with a specific valuation al lowance

Recorded balance $ $ $ 261 $ $ 347 Unpaid principal balance 261 347 Specific allowance 1 1 2 1 07 Average investment in

impaired loans 306 8201 530

Total loans receiva ble Total

Recorded balance $ $ $ 560 $ 1 098 $ $ 347 $ $ $ 2005 Unpaid principal balance $ $ $ 560 $ 1 098 $ $ 347 $ $ $ 2005 Specific allowance $ $ $ 1 1 2 $ $ $ 1 07 $ $ $ 219 Average investment in

impaired Joans $ 4037 $ $ 586 $1 3427 $ $ 2242 $ $ $ 20292

There was no Interest income recognized on a cash basis or accrual basis for 2014 or 2013 on impaired loans

Notes to Consolidated Financial Statements

Ill Loans cont

The following tables present the balance in the allowance for loan losses and the recorded investment in loans based on portfolio segment and impairment methods at December 31 (Dollars in thousands)

Non Residential Residential Agricultural Loans to Other

Construction Farmland Real Estate Real Estate Production Commercial Individuals Loans Unallocated Total

20 1 4 Allowance for loan losses Balance beginning of year $ 473 $ i 9 $ 700 $ i 32i $ i 4 $ 56i $ i 22 $ 30 $ - $ 3241 Provision charged to

expense (289) 68 762 (27) 2i (96) 699 2 i 2 i 351 Losses charged off (324) (i 79) (7i) (270) (i32) (971 Recoveries 34 49 i 3 i 8 i 55 23 29 Balance end of year $ 2i8 $ 87 $ i i 87 $ i i 28 $ 35 $ 4i 2 $ 706 $ i 33 $ - $ 3901

Ending balance individually evaluated for impairment $ $ $ 66 $ i 08 $ $ 3i $ $ $ - $ 20[

Ending balance collectively evaluated for impairment $ 2i 8 $ 87 $ i i 21 $ 1 020 $ 35 $ 381 $ 706 $ 1 33 $ - $ 370

Loans Ending balance $ 1 4 1 99 $20488 $1 1 5291 $ 1 37499 $ 1 2530 $45940 $ 57280 $ 5738 $ - $ 40896 Ending balance individually

evaluated for impairment $ $ $ i 68 $ 61 6 $ $ 551 $ $ $ - $ 1 33 Ending balance collectively

evaluated for impairment $14 i 99 $20488 $1 1 5 1 23 $ 1 36883 $ 1 2530 $45389 $57280 $ 5738 $ - $ 40763(

2013 Allowance for loan losses Balance beginning of year $ 243 $ 23 $ 848 $ 2040 $ 1 7 $ 456 $ 285 $ 7 $ 52 $ 397 Provision charged to

expense 230 (4) 378 1 077 (3) 630 (1 50) 1 37 (52) 224 Losses charged off (543) (i 830) (538) (203) (1 4 i ) (325t Recoveries 1 7 34 1 3 1 90 27 28

Balance end of year $ 473 $ 1 9 $ 700 $ i 32i $ i 4 $ 56i $ i 22 $ 30 $ - $ 324(

Ending balance individually evaluated for impairment $ $ $ 1 1 2 $ $ $ i 07 $ $ $ - $ 2if

Ending balance collectively evaluated for impairment $ 473 $ i 9 $ 588 $ 1 32i $ i 4 $ 454 $ i 22 $ 30 $ - $ 302middot

Loans Ending balance $i 9798 $1 7397 $i 04873 $ i 35014 $ 1 2968 $41 273 $ 42883 $ 6206 $ - $ 38041 Ending balance individually

evaluated for impairment $ $ $ 560 $ i 098 $ $ 347 $ $ $ - $ 200( Ending balance collectively

evaluated for impairment $i 9798 $ i 7397 $i 0431 3 $ i 339i 6 $ 1 2968 $40926 $42883 $ 6206 $ - $ 37840i

Notes to Consolidated Financial Statements

I I I Loans cont

Managements opinion as to the ultimate collectability of loans is subject to estimates regarding future cash flows from operations and the value of property real and personal pledged as collateral These estimates are affected by changing economic conditions and the economic prospects of borrowers

Allowance for Loan Losses The allowance for loan and lease losses (allowance) represents managements estimate of the reserve necessary to adequately account for probable losses that could ultimately be realized from current loan exposures In determining the adequacy of the allowshyance management relies predominately on a disciplined credit review and approval process The review process is directed by overall lending policy and is intended to identify at the earliest possible stage borrowers who might be facing financial difficulty

Loans for which it is probable that the Bank will not collect all principal and interest due according to the contractual terms are identishyfied as impaired The impairment for each applicable loan is quantified and specific loss exposures are allocated within the allowance Loans that are in non accrual status are generally considered impaired

A detailed analysis is performed on each loan that is not impaired but poses sufficient risk to warrant in-depth review These are loans that have been classified as substandard or are on the Banks internal watch list Due to the elevated risk inherent in these Joans management has determined that it is appropriate to quantify the potential loss within the pool of classified loans by estimating each loans collateral shortfall These collateral shortfall estimates are incorporated in the determination of the adequacy of the allowance

In estimating the risk of loss in the remaining portion of the loan portfolio identified as non-classified management establishes base Joss estimations which are derived from the historical Joss experience over the past three calendar years These base loss estimations are then adjusted after consideration ofnine different qualitative factors

Notes to Consolidated Financial Statements

IV Loan Servicing

Real estate loans serviced for others are not included in the accompanying consolidated balance sheets The risks inherent in mortgage servicing assets relate primarily to changes in prepayments that result from shifts in mortgage interest rates The unpaid principal balances of mortgage loans serviced for others was $3528 million and $3567 million at December 31 201 4 and 201 3 respectively The fair value of mortgage servicing rights at December 31 201 4 and 201 3 was approximately $31 million and $33 million respectively The fair value of servicing rights was determined using discount rates ranging from 950 to 1 000 percent and prepayment speeds principally ranging from 903 to 1 1 20 percent depending on the stratification of the specific right

The Corporation changed its method of amortizing mortgage servicing rights during 201 3 from the straight-line amortization method to a methodology based on anticipated prepayment assumptions Amortization expense for 2013 would have been $1 068 thousand if the straight-line method was used

Custodial escrow balances maintained in connection with the foregoing loan servicing and included in demand deposits were $37 million and $4 1 million at December 31 201 4 and 201 3 respectively

Following is a summary of the mortgage servicing rights capitalized and amortized (Dollars in thousands)

20 1 4 2013 2012

Balance beginning of year $ 2524 $ 21 83 $ 1 876 Mortgage servicing rights capitalized 331 847 1 31 9 Mortgage servicing rights amortized (408) 506) (1 01 2) Recorded balance end of year $ 2447 $ 2524 $ 21 83

Fair value end of year $ 31 38 $ 3273 $ 21 83

Notes to Consolidated Financial Statements

V Land Premises and Equipment

A summary of land premises and equipment by asset classification at December 31 is as follows (Dollars in thousands)

20 1 4 2013

Land $ 7895 $ 7895 Premises 1 7 697 1 8297 Furniture fixtures and equipment 7867 791 7 Vehicles 1 1 0 1 1 0

33569 34219 Accumulated depreciation (1 241 2) (1 2281) Land premises and equipment net $ 21 1 57 $ 21 938

Depreciation expense for the years ended December 31 201 4 201 3 and 201 2 was $1 4 million $1 4 million and $1 i million respectively Leasehold improvements are capitalized and depreciated using the straight-line method over the terms of the respective leases or the estimated useful lives of the improvements whichever is shorter Expected terms include lease option periods to the extent that the exercise of such options is reasonably assured

Pursuant to the terms of noncancelable lease agreements in effect at December 31 2014 pertwning to banking premises and equipment future minimum rent commitments under various operating leases are as follows for years ended December 31 (Dollars in thousands)

2015 2016 2017 201 8 2019 Thereafter Total

$ 303 $ 306 $ 1 91 $ 79 $ 79 $ 298 $ i 257

The leases contain options to extend for periods from five to 50 years The cost of exercising such options is not included above Total rent expense for the years ended December 31 201 4 201 3 and 201 2 amounted to approximately $336 $334 and $426 thousand respectively

Notes to Consolidated Financial Statements

VI Deposits

Time deposits greater than or equal to $100 thousand were $653 million and $723 million at December 31 201 4 and 201 3 respectively Interest expense on these deposits was $08 million $1 1 million and $1 4 million in 201 4 201 3 and 201 2 respectively

At December 31 2014 the scheduled maturities of time deposits are as follows (Dollars in thousands

2015 201 6 201 7 2018 2019 Total

$ 66577 $ 26867 $ 32074 $ 1 4084 $ 1 1 81 0 $ 1 51 41 2

Interest-bearing deposits at December 31 consist of the following (Dollars in thousands)

20 1 4

201 3

NOW and Money Market

$ 229355

$ 225263

Savings

$ 55301

$ 53326

Time $100000 and over

$ 65267

$ 72339

Time Other

$ 86145

$ 93065

Total

$ 436068

$ 443993

The aggregate amount of deposit overdrafts included in loans at December 31 201 4 and 201 3 was $244 and $1 91 thousand respectively

VII Borrowings

The Bank has the ability to borrow from the Federal Home Loan Bank with borrowings collateralized by first mortgage loans mulshytifamily and farmland loans under a blanket lien agreement in the amount of approximately $60 million Based on this collateral and the Banks holdings of FHLB stock the Bank is eligible to borrow up to approximately $38 million at year-end 201 4

During 201 2 and in conjunction with the purchase of 392663 treasury shares of stock the Corporation borrowed $6 million from a correspondent bank pursuant to a newly established line of credit The borrowings bear an interest rate equal to the lenders prime rate with a minimum rate of 325 At December 31 201 4 the rate was 325 and the balance outstanding was $36 million The Corporation was required to make quarterly interest-only payments on this line of credit through December 31 201 3 after which in addition to quarterly interest payments the Corporation must make equal annual principal payments of $1 2 million through December 31 201 7 when the line of credit matures There is no prepayment penalty associated with the borrowing should the Corporation decide to repay the debt prior to maturity

As of December 31 201 4 the Bank was not in compliance with one of the note covenants relating to annual return on assets The note contains certain covenants including financial covenants for the Bank which must be met at all times Should the Corporation or the Bank be found not compliant with them during the term of the note there are remedies the issuing financial institution shall have the right to enforce including that the note could become immediately due and payable The issuing financial institution has approved the noncompliance for the fourth quarter ended December 31 201 4

Notes to Consolidated Financial Statements

VI II I n come Taxes

Income taxes reflected in the consolidated statements of operations consist of the following (Dollars in thousands)

20 1 4 2013 Current payable

Federal $ 30 $ 96 State 80

Deferred tax benefit 60 1 96 Income tax expense $ 90 $ 372

The Corporations income tax expense beneflt) differed from the federal statutory rate of 34 as indicated in the following analysis

(Dollars in thousands)

20 1 4 2013

Tax based on statutory rate $ 388 $ 458 State taxes net of federal tax benefit (1 06) 53 Effect of tax-exempt income (31 0) (276) Other net 1 1 8 1 37 Income tax expense $ 90 $ 372

The Corporation has the following deferred tax assets and liabilities at December 31 (Dollars in thousands)

Deferred tax assets Deferred tax liabilities

Net deferred tax assets

20 1 4

$ 31 07 (2782)

$ 325

2013

$ 2982 (2637)

$ 345

2012

$ 1 234 727 (68)

$ 1 893

2012

$ 1 875 390 (31 4)

(58) $ 1 893

The components of deferred income taxes were principally related to the allowance for loan losses other real estate owned write-downs differences in amortization of core deposit intangible assets depreciation and mortgage servicing rights Deferred tax liabilities related to unrealized losses and gains on securities available for sale are $260 and $296 thousand at December 31 201 4 and 201 3 respectively

The Corporation files income tax returns in the US federal jurisdiction and the State of Illinois The Corporation is no longer subject to US federal or state income tax examination by tax authorities for years before 201 1

Notes to Consolidated Financial Statements

IX Employee Benefits

Substantially all employees are covered by a profit sharing plan The contribution determined in accordance with the provisions of the plan was $i 72 thousand $i 23 thousand and $207 thousand in 20i 4 20i 3 and 20i 2 respectively

Under the Corporations Employee Stock Option Plan the Corporation may grant options to its key employees for up to 1 00000 shares of common stock The exercise price of each option equals the market price of the Corporations stock on the date of grant and the options maximum term is ten years The vesting period is three years from the date of grant GAAP provisions require that compensation cost relating to share-based payment transactions be recognized in the financial statements with measurement based upon the fair value of the equity or liability instruments issued For the year ended December 3i 20i 2 the Corporation recognized $i i 3 thousand in compensation expense for stock options For the year ended December 3i 20i 3 the Corporation recognized $97 thousand in compensation expense for stock options For the year ended December 3i 20i 4 the Corporation recognized no compensation expense for stock options

The activity in the plan is summarized as follows

Outstanding at beginning of year Granted Exercised Forfeitedexpired Outstanding at end of year

Options exercisable at year-end

Non-vested options beginning of year Granted Vested Forfeitedexpired Non-vested options at year end

Shares

85998

(i 000)

84998

84998

20 1 4

Weighted Weighted Average Average

Exercise Price Contractual Term

$ 4762

3200

$ 4748

$ 4748

2 0 1 4

Number of Shares

8333

(8333)

(in years)

35

35

Weighted Average

Grant Date Fair Value

$ 3200

3200

$

2013

Weighted Weighted Shares Average Average

Exercise Price Contractual Term (in years)

88998 $ 4709

(667) 3200 (2333) 3747

85998 $ 4762 48

77665 $ 4929 4i

2013

Weighted

Number of Average

Grant Date Shares Fair Val u e

i 9333 $ 3200

(i 1 000) 3200

8333 $ 3200

The fair value of each option is estimated using Black-Scholes option-pricing model which requires the use of subjective valuation assumptions The expected volatility is based on historical volatility of the Corporations stock price The risk-free interest rates for periods within the contractual life of the awards are based on the US Treasury yield curve in effect at the time of the grant The expected life is based on historical exercise experience The dividend yield assumption is based on the Corporations history and expectation of dividend payouts There were no options granted in 20i 3 or 20i 4

At December Si 20i 4 there was no unrecognized cost related to non-vested stock options granted under the Employee Stock Option Plan

Notes to Consolidated Financial Statements

IX Emp loyee Benefits cont

The following table summarizes restricted stock activity

20 1 4 2013

Weighted Average Weighted Average Number of Grant Date Number of Grant Date

Shares Fair Value Shares Fair Value

Balance beginning of year 8959 $ 4000 $ Granted 8959 4000 Forfeited (888) 4000 Earned and issued (2250) 4000 Balance end of period 5821 $ 4000 8959 $ 4000

The fair value of the restricted stock awards is amortized to compensation expense over the vesting period (forty months) and is based on the market price of the Corporations common stock at the date of grant multiplied by the number of shares granted that are expected to vest At the date of grant the par value of the shares granted was recorded in equity as a credit to common stock and a debit to paid-in capital The weighted-average grant date fair value of restricted stock granted during the year ended December 31 201 4 was $4000 per share or $358 thousand Stock-based compensation expense for restricted stock for the year ended December 31 201 3 was $90 thousand Stock-based compensation expense for restricted stock during the year ended December 31 201 4 was $1 29 thousand Unrecognized compensation expense for non-vested restricted stock awards was $139 thousand and is expected to be recognized over a weighted average period of 34 months

X Related Party Transactions

The Bank has entered into transactions with certain directors executive officers significant stockholders and their affiliates or associshyates (related parties) Such transactions were made in the ordinary course of business on substantially the same terms and conditions including interest rate and collateral as those prevailing at the same tirne for comparable transactions with other customers and did not in the opinion of management involve more than normal credit risk or present other unfavorable features

Annual loan activity consisted of the following (Dollars in thousands

20 1 4 2013

Beginning balance $ 1 1 29 $ 1 1 63 New Joansadvances 1 94 46 Repayments (245) (80) Ending balance $ 1 078 $ 1 1 29

Deposits from related parties held by the Bank at December 31 201 4 and 201 3 amounted to $32 million and $37 million respectively

middot middot

XI Commitments and Contingencies

In the normal course of business the Bank makes various commitments and incurs certain contingent liabilities that are not reflected in the accompanying consolidated financial statements The credit risk associated with loan commitments and standby letters of credit is essentially the same as that involved with extending Joans to customers and is subject to the Banks credit policies Collateral or other security is normally not obtained for these financial instruments prior to their use and many of the commitments are expected to expire without being used

The following commitments existed at December 31 (Dollars in thousands

20 1 4 2013

Commitments to extend credit Fixed $ 33441 $ 26551 Variable 25597 24400

Standby letters of credit $ 483 $ 21 1

Notes to Consolidated Financial Statements

XII Reg u l atory M atters

The Bank is required to maintain average reserve balances with the Federal Reserve Bank based upon deposit levels and other facshytors The amount of those reserve balances for the years ended December Si 20i 4 and 20i 3 was approximately $i 00 thousand

Dividends are paid by the Corporation from its funds which are mainly provided by dividends from the Bank However national banking regulations and capital guidelines limit the amount of dividends that may be paid by banks

Banks and bank holding companies are subject to regulatory capital requirements administered by federal banking agencies Capital adequacy guidelines and additionally for banks prompt corrective action regulations involve quantitative measures of assets liabilities and certain off-balance-sheet items calculated under regulatory accounting practices Capital amounts and classificashytions are also subject to qualitative judgements by regulators Failure to meet capital requirements can initiate regulatory action Prompt corrective action provisions are not applicable to bank holding companies Furthermore the Banks regulators could require adjustments to regulatory capital not reflected in the financial statements

Prompt corrective action regulations provide five classifications well capitalized adequately capitalized undercapitalized significantly undercapitalized and critically undercapitalized although these terms are not used to represent overall financial condition If undershycapitalized capital distributions are limited as is asset growth and expansion and capital restoration plans are required

At December 3i 20i 4 the most recent notification from the Banks and Corporations regulator categorized the Bank as well capitalshyized under the regulatory framework for prompt corrective action To be categorized as well capitalized an institution must maintain minimum total risk-based Tier i risk-based and Tier i leverage ratios as set forth in the following tables There are no conditions or events since the notification that management believes have changed the Banks category The Banks and the consolidated Corporations actual capital amounts and ratios at December Si are presented in the table

Actual and required capital amounts and ratios are presented below at year-end (Dollars in thousands)

Minimum Minimum To Be For Capital Well-Capitalized

Actual Adequacy Purposes Under Bank Regulatory Capital Requirements

Amount Ratio Amount Ratio Amount Ratio 20 1 4 Total capital to risk weighted assets

Consolidated $ 56026 i 249 $ 35885 800 NIA NIA Bank 58957 i S i5 S5867 800 $ 448S4 i 000

Tier i (core) capital to risk weighted assets Consolidated 52i 2i i i 62 i 7942 400 NIA NIA Bank 55052 i 228 i 79S2 400 26898 600

Tier i (core) capital to average assets Consolidated 52 1 21 809 25768 400 NIA NIA Bank 55052 855 25908 400 S2i 94 500

20i3 Total capital to risk weighted assets

Consolidated $ 54577 i 289 $ S5995 800 NIA NIA Bank 56952 1S53 SS675 800 $ 42093 1 000

Tier 1 (core) capital to risk weighted assets Consolidated 5i S37 1 2 1 3 1 5931 400 NIA NIA Bank 5371 2 1 276 i 6838 400 25256 600

Tier 1 (core) capital to average assets Consolidated 5i 3S7 804 25306 400 NIA NIA Bank 537i 2 842 25675 400 31 895 500

Notes to Consolidated Financial Statements

XII I Earnings Per Share

The factors used in the earnings per share computation are as follows (Dollars in thousands except per share data)

20 1 4 2013 2012

Income Weighted- Per Share Income Weighted- Per Share Income Weighted- Per Share Average Amount Average Amount Average Amount Shares Shares Shares

Basic earnings per share Net income $ 1 050 1 048g23 $ 1 00 $ 976 1 043765 $ 94 $ 3622 1 352929 $ 268 Effect of assumed exercise

of stock options and restricted stock awards 1 831 9786 NIA

Diluted earnings per share Net income $ 1 050 1 050754 $ 1 00 $ 976 1 053551 $ 93 $ 3622 1 352g2g $ 268

Options to purchase 68500 68500 and 88998 shares of common stock were outstanding at December 31 201 4 201 3 and 201 2 but were not included in the computation of diluted EPS because the options exercise price was greater than the average market price of the common shares for each period

Notes to Consolidated Financial Statements

XIV Fair Val u e Measurements

ASC Topic 820 Fair Value Measurements defines fair value as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market parshyticipants at the measurement date Topic 820 also specifies a fair value hierarchy which requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value The standard describes three levels of inputs that may be used to measure fair value

Level i Quoted prices in active markets for identical assets Level 2 Observable inputs other than Level i prices such

as quoted prices for similar assets quoted prices in markets that are not active or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities

Level 3 Unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets

Following is a description of the valuation methodologies and inputs used for assets and liabilities measured at fair value on a recurring basis and recognized in the accompanying balance sheets as well as the general classification of such assets and liabilities pursuant to the valuation hierarchy

Securities Available for Sale

Securities classified as available for sale are reported at fairvalue utilizing Level 2 inputs Except for equity securities unadjusted quoted prices in active markets for identical assets are utilized to determine fair value at the measurement date which are conshysidered Level i inputs For all other securities the Corporation obtains fair value measurements from an independent pricing sershyvice The fair value measurements consider observable data that may include dealer quotes market spreads cash flows the US Treasuryyield curve live trading levels trade execution data market consensus prepayment speeds credit information and the bonds terms and conditions among other things

Certain financial assets and financial liabilities are measured at fair value on a nonrecurring basis that is the instruments are not measured at fair value on an ongoing basis but are subject to fair value adjustments in certain circumstances (for example when there is evidence of impairment) At December 3i 20i 3 other real estate owned measured at fair value was $7 5 million using a combination of observable inputs including recent appraisshyals and unobservable inputs based on customized discounting criteria Due to the significance of the unobservable inputs all other real estate owned fair values have been classified as Level 3 Rnancial assets and financial liabilities excluding impaired Joans measured at fair value on a nonrecurring basis were not significant at December 31 201 4 and 2013

The following tables summarize financial assets measured at fair value at December 31 segregated by the level of the valuation inputs within the fair value hierarchy utilized to measure fair value (Dollars in thousands)

Level 1 Level 2 Level 3 Total 20 1 4 Inputs Inputs Inputs Fair Value Recurring

$ Equity securities $ 456 $ $ 456 Securities available for sale $ $ i 27768 $ $ 1 27768

Nonrecurring $ Impaired Joans $ $ 1 069 $ 1 069

other real estate owned $ $ $ 3375 $ 3375

201 3 Recurring

$ $ Equity securities $ 2405 $ 2405 Securities available for sale $ $ i 4706i $ $ 1 4706i

Nonrecurring $ Impaired loans $ $ 91 6 $ 9 1 6

Other real estate owned $ $ $ 832 $ 832

Notes to Consolidated Financial Statements

XI Fair Value of Financial Instruments

The canying amount and fair value of the Corporations other financial instruments at December 31 are set forth below (Dollars in thousands)

Financial assets Cash and cash equivalents Restricted stock -Loans held for sale Loans net Accrued interest receivable

Financial liabilities Deposits Other borrowings Accrued interest payable

Commitments to orginate loans

Letters of credit

Lines of credit

Forward sale commitments

Carrying Amount

$ 2671 5 1 647 2432

405059 3369

$ 548940 3600

52

2014 201 3

Fair Value Carrying Amount

$ 2671 5 $ 36838 1 647 1 494 2432 5902

405027 377172 3369 2820

$ 51 3334 $ 549645 3600 4800

52 66

Fair Value

$ 36838 1 494 5902

377166 2820

$ 502487 4800

66

Notes to Consolidated Financial Statements

XV Fair Val u e of Financial Instrum ents cont

Nonrecurring Measurements Following is a description of the valuation methodologies and inputs used for assets measured at fair value on a nonrecurring basis and recognized in the accompanying balance sheets as well as the general classification of such assets pursuant to the valuation hierarchy For assets classified within Level 3 of the fair value hierarchy the process used to develop the reported fair value is described below

Other Real Estate Owned Other real estate owned (OREO) is carried at fair value Jess estimated cost to sell when the real estate is acquired Estimated fair value of OREO is based on appraisals or evaluations OREO is classified within Level 3 of the fair value hierarchy

Appraisals of OREO are obtained when the real estate is acquired and subsequently as deemed necessary by the Banks manageshyment Appraisals are reviewed for accuracy and consistency by the Bank Appraisers are selected from the list of approved appraisers maintained by management

Collateral-dependent Impaired Loans Net of ALLL The estimated fair value of collateral-dependent impaired Joans is based on the appraised fair value of the collateral Jess estimated cost to sell Collateral-dependent impaired Joans are classified within Level 3 of the fair value hierarchy

The Bank considers the appraisal or evaluation as the starting point for determining fair value and then considers other factors and events in the environment that may affect the fair value Appraisals of the collateral underlying collateral-dependent Joans are obtained when the loan is determined to be collateral-dependent and subsequently as deemed necessary by the Banks management Appraisals are reviewed for accuracy and consistency by the Bank Appraisers are selected from the list of approved appraisers mainshytained by management The appraised values are reduced by discounts to consider lack of marketability and estimated cost to sell if repayment or satisfaction of the Joan is dependent on the sale of the collateral These discounts and estimates are developed by the credit department by comparison to historical results

Notes to Consolidated Financial Statements

XV Fair Val ue of Financial Instruments cont

Unobservable (Level 3) Inputs The following table presents quantitahve information about unobservable inputs used in recurring and nonrecurring Level s fair value measurements other than goodwill (Dollars in thousands)

Other real estate owned

middot Collateral-dependent impaired loans

Other real estate owned

Collateral-dependent impaired loans

Fair Value at 123 114

$ 3375

$ 1 069

Fair Value at 123113

$ 832

$ 91 6

Sensitivity of Significant U nobservable Inputs The following is a discussion of the sensitivity of significant unobshyservable inputs the interrelationships between those inputs and other unobservable inputs used in recurring fair value measureshyment and of how those inputs might magnify or mitigate the effect of changes in the unobservable inputs on the fair value measurement

The following follows the Fair value table The following methods were used to estimate the fair value of all other financial instruments recognized in the accompanying balshyance sheet at amounts other than fair value

Cash and Cash Equivalents The carrying amount approximates fair value

Loans Held For Sale The carrying amount approximates fair value due to the insigshynificant time between origination and date of sale The carrying amount is the amount funded and accrued interest

Loans

Fair value is estimated by discounting the future cash flows using the market rates at which similar notes would be made to borshyrowers with similar credit ratings and for the same remaining maturities The market rates used are based on current rates the Bank would impose for similar loans and reflect a market parshyticipant assumption about risks associated with nonperformance illiquidity and the structure and term of the loans along with local economic and market conditions

Restricted Stock Fair value is estimated at book value due to restrictions that limit the sale or transfer of such securities

Valuation Unobservable Range Technique Inputs (Weighted

Market comparable Comparability Average)

properties adjustments () Not available

Market comparable Marketability properties discount 1 0 - 1 5 (1 2)

Valuation U nobservable Range Technique Inputs (Weighted

Market comparable Comparability Average)

properties adjustments () Not available

Market comparable Marketability properties discount 1 0 - 1 5 (1 2)

Accrued Interest Receivable and Payable

The carrying amount approximates fair value The carrying amount is determined using the interest rate balance and last payment date

Deposits and Other Borrowings Fair value of term deposits is estimated by discounting the future cash flows using rates of similar deposits with similar maturities The market rates used were obtained from a knowledgeable independent third party and reviewed by the Corporation The rates were the average of current rates offered by local competishytors of the bank subsidiaries

The estimated fair value of demand NOW savings money marshyket deposits and other borrowings is the book value since rates are regularly adjusted to market rates and amounts are payable on demand at the reporting date

Commitments to Originate Loans Forward Sale Commitments Letters of Credit and Lines of Credit The fair value of commitments to originate loans is estimated using the fees currently charged to enter into similar agreements taking into account the remaining terms of the agreements and the present creditworthiness of the counterparties For fixedshyrate loan commitments fair value also considers the difference between current levels of interest rates and the committed rates

The fair value of commitments to sell securities is estimated based on current market prices for securities of similar terms and credit quality

The fair values of letters of credit and lines of credit are based on fees currently charged for similar agreements or on the estimated cost to terminate or otherwise settle the obligations with the counterparties at the reporting date

Notes to Consolidated Financial Statements

XVI Accumul ated Comprehensive Income (Loss)

The components of accumulated other comprehensive income loss) included in stockholders equity are as follows (Dollars in thousands)

Net unrealized gains (Joss) on available for sale securities Tax effect Net-of-tax amount

20 1 4

$ 766 (260)

$ 506

2013

$ (871) 296

$ (575)

Amounts reclassified from accumulated other comprehensive income and the affected line items in the statements of income during the years ended December 31 were as follows

Affected line item in 20 1 4 2013 2012 the statements of

income

Net realized gains of Unrealized gains on securities available for sale $ 368 $ 434 $ 2084 sales of available for-sale

securities

Tax effect (1 26) (i 48) (709) Income taxes Total reclassification out of accumulated other comprehensive income $ 242 $ 286 $ 1 375 Net reclassified

amount

XVII Goodwill and Acquired Intangible Assets

The Corporations goodwill and intangible assets are as follows There was no Impairment of goodwill or intangible assets in 2014 or 2013 (Dollars in thousands)

20 1 4 2013

Goodwill $ 3265 $ 3265 Core deposit intangibles $ 1 805 $ 1 805 Non-compete agreement 375 375 Intangible assets 21 80 2 180 Less accumulated amortization 2 180 2090

Total intangible assets $ $ 90

Aggregate amortization expense for years ended December 31 2014 201 3 and 201 2 was $90 $181 and $1 80 thousand respectively

XVI II Subsequent Events

Management evaluated subsequent events through February 27 201 5 the date the consolidated financial statements were available to be issued Events or transactions occurring after December 31 2014 but prior to February 27 2015 that provided additional evidence about conditions that existed at December 31 2014 have been recognized in the consolidated financial statements for the year ended December 31 2014 Events or transactions that provided evidence about conditions that did not exist at December 31 201 4 but arose before the consolidated financial statements were available to be issued have not been recognized in the consolidated financial statements for the year ended December 31 2014

This information is an Integral part of the accompanying consolidated financial statements

Independent Auditors Report

CPAs amp Advisors

Board of Directors

NI Bancshares Corporation

Sycamore Illinois

We have audited the accompanying consolidated financial statements of NI Bancshares Corporation which comprise

the consolidated balance sheets as of December 3 1 2014 and 2013 and the related consolidated statements of income

comprehensive income (loss) stockholders equity and cash flows for the years ended December 3 1 2014 2013 and 2012 and the related notes to the consolidated financial statements

Managements Responsibility for the Financial Statements

Management is responsible for the preparation and fair presentation of these consolidated financial statements in accordance

with accounting principles generally accepted in the United States of America this includes the design implementation and

maintenance of internal control relevant to the preparation and fair presentation of consolidated financial statements that are

free from material misstatement whether due to fraud or error

Auditors Responsibility

Our responsibility is to express an opinion on these consolidated financial statements based on our audits We conducted our

audits in accordance with auditing standards generally accepted in the United States of America Those standards require that

we plan and perform the audit to obtain reasonable assurance about whether the consolidated financial statements are free from material misstatement

An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the consolidated

financial statements The procedures selected depend on the auditors judgment including the assessment of the risks of material misstatement of the consolidated financial statements whether due to fraud or error In making those risk

assessments the auditor considers internal control relevant to the Corporations preparation and fair presentation of the

consolidated financial statements in order to design audit procedures that are appropriate in the circumstances but not for

the purpose of expressing an opinion on the effectiveness of the Corporations internal control Accordingly we express no

such opinion An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of

significant accounting estimates made by management as well as evaluating the overall presentation of the consolidated

financial statements

We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion

Opinion In our opinion the consolidated financial statements referred to above present fairly in all material respects the financial position of NI Bancshares Corporation as of December 3 1 2014 and 2013 and the results of its operations and cash flows

for the years ended December 3 1 2014 2013 and 2012 in accordance with accounting principles generally accepted in the United States of America

Decatur Illinois February 27 2015

PRESID ENT I CEO Michael A Cullen

BUSI NESS BANKING Charles C Kaiser Senior Vice President - Business Banking

Michael A Hawley Senior Vice President - Senior Commercial Loan Officer

Grant M Goltz Vice President - Commercial Loan Officer

Lucas G Goucher Vice President - Commercial Loan Officer

Nicholas D Lee Vlce President - Commercial Loan Officer

Robert W Mason Vice President - Commercial Loan Officer

Timothy J Meyer Vice President - Commercial Loan Officer

Sheela Prahlad Vice President - Commercial Loan Officer

CREDIT D EPARTMENT

Karen A Kuppler Senior Vice President - Chief Credit Officer

Gerald W Brantner Vice President - Senior Collector

CONSUM ER BANKING RESIDENTIAL LENDING ORIGINATION

Mark R ODell Vice President - Senior Retail Loan Officer

CONS U M ER BANKING Bradley V Brown Senior Vice President - Consumer Banking (Security Officer)

Terrence M Duffy Senior Vice President - Consumer Banking Division Manager

Ishmael M McGhee Vice President - Consumer Banking Division Manager

Frank P Turza Vice President - Consumer Banking Division Manager

Directory of NBamp T

TRUST D EPARTMENT R David Van Buren Senior Vice President - Trust amp Investments

Stephen J Colianni Vice President -Trust Investment Officer

Stephen G Corcoran Vice President - Employee Benefits Manager

Karen J Daleo Vice President - Trust Tax Manager amp Assistant Secretary

James J Dombek Vice President - Personal Trust Manager amp Secretary

Kathryn J Johnson Vice President -Trust Administrator

Thomas M Sullivan Vice President - Trust Administrator

Carolyn S Swafford Vice President - Trust Administrator

FAR M SERVIC E DEPARTM ENT Scott R Pumroy Vice President - Farm Service Department Manager

OPERATIONS D EPARTMENT

Michelle R Carlson Vice President - Operations

Hien Van Do Vice President - Core Banking Systems Administrator

ACCOUNTING DEPARTM ENT David N McCoy Senior Vice President - Chief Financial Officer

BRAND amp MARKETING Tami J Armstrong Vice President - Brand amp Marketing

H U MAN RESOU RCES Samantha J Dailey Vice President - Human Resources

AUDITING DEPARTMENT Sarah M Taylor Vice President - Internal Audit

EXHIBIT 2A

NI BANCSHARES CORPORATIONS ORGANIZATIONAL CHART

NI BANCSHARES CORPORATIO N

230 W STATE ST SYCAMORE IL 601 78

State of Incorporation = Delaware

1 00

THE NATIONAL BAN K amp TRUST COMPANY OF SYCAMORE

230 W STATE ST SYCAMOR_E IL 601 78

hsults A list of branches for your depostorv nstftution NATIONAL BANK amp TRUST COMPANY OF SYCAMOftE THE (ID_RSSO 534345)

This depository fnstltutlon fs held by NI BANCSHARES CORPORATION (1827893) of SYCAMORE IL

The data are as of 12312014 Data reflects Information that was received and procMsed through 01072JJ1S

Reconciliation and YerfCtton Steps

1 In the Data Action column of each brmch row enter one or more of the actions specifild hilow 2 If required enter the date In the Effective te column

Actions

OK If the branch Information Is COfTect enter OK in the Data Action column

Chan1e If the branch Information Is incorrlCt or Incomplete revrse the data enter Change In the Data Action column and the date when this lnformaUon first beame valid Jn the Etfedive Oatbull column

Cose If a branch llsted was sold or closed enter dose In the Data Action column and thl ule or closure date In the Effective Date column Delete If a branch listed was never owned by th(s depository Institution enter Delltl In thl Oatbull Action column

Add lfa reportable branch Is missing Insert a row add the branch data and enter Add in thl Data Action column and the opening or acquisition date In the Effective Date laquo)lumn

If printing this lrst you may need to adjust your page setup in MS Excel Try uslng landscape orientation p1ae scaling andor liegal sl1ed pa pier

Submission Procedure

When you a finiihed send a savied copy to your FRB contact See the det1iled lmtructions on this site for more Information

If vou are ie-malllng this to your FRB contAct put your Institution name dtyand state In thie subjtct line of the e-mail

Note To satisfy the FR YmiddotlO portln1 rirements you must also submit FR Ymiddot10 Oomes-tic Branch Schedules for each bninch with a Ot Attlon of nae Close Deletl or Add

The FR fmiddotlO rieport may be submitted in a hardcopy format or via the FR Y-10 Online application middot httpsylOonlinefederalreservegov

bull FDIC UNINUM Office Number and ID_RSSD columns are for reference only Verification of these values Is not required

- Effecdw Ote Branch Service Type Bnnch ID Rssobull Popular Name Street Address City NATIONAL BANK amp TRUST COMPANY Of

OK Fun servlCI (Head Offitt) 53045 SYCAMORE THE 230 WEST STATE STREET SYCAMORE

OK Full Service 3310232 2290 SYCAMORE ROAD OfFICE 2290 SYCAMORE ROAD DEKALB

OK Full lce 3735255 BANCO NBampT BRANCH 1029 PLEASANT STREET DEKALB

OK Fullservice 354132 NSampT SQUARE BRANCH 130 WEST LINCOLN HIGHWAY DEKAlB

OK Full Service 3735246 ELBURN BRANCH 930 NORTH MAJN STREET ELBURN

OK Full Service 3310241 GENOA BRANCH 601 PEARSON DRIVE GfNOA

OK Full service 2192507 200 NORTH MAIN STREET OfFICE 200 NORTH MAIN STREET UtANO

OK full Service 4394873 SANDWlCH BRANCH 321 E OIURCH STREET SANDWlCH

OK Fullice 2D8577S SERENA BRANCH US HIGHWAY 52 SOMONAUK ROAD SERENA

OK Full Service 2431457 1425 DEKAl8 AVENUE BRANCH 1425 DEKALB AVENUE SYCAMORE

St1te

IL

IL

IL

IL

IL

IL

IL

IL

IL

IL

Zip Code Countv

60178 DEKALB

60US DEKALB

60115 DEKALB

60U5 DEKALB

60119 KANE

60135 DEKALB

60531 IASAllE

60548 DEKALB

60549 LA SAUE

60178 DEKALB

Country FDIC UNINUMbull Office Numberbull Hbullad Office Head Office ID_RSSD Comments

NATIONAL BANK amp TRUST COMPANY Of

UNITED STATES 6414 0 SYCAMORE THE 534345 NATIONAL BANK amp TRUST COMPANY OF

UNITED STATES 221714 2 SYCAMORE THE 534345 NATIONAL BANK amp TRUST COMPANY Of

UNITpound0 STATES 475977 9 SYCAMORE THE 534345

NATIONAL BANK amp TRUST COMPANY OF

UNITED STATES 10484 5 SYCAMORE THE 534345 NATIONAL BANK amp TRUST COMPANY OF

UNITED SfATES 475976 8 SYCAMORE THE 534345

NATIONAL BANK amp TRUST COMPANY OF

UNITED STATES 424666 4 SYCAMORE THE 534345 NATIONAL BANK amp TRUST COMPANY OF

UNITED STATES 237859 7 SYCAMOftE THE 534345 NATIONAL BANK amp TRUST COMPANY Of

UNITED STAttS 530108 10 SYCAMORE THE 534345 NATIONAL BANK amp TRUST COMPANY Of

UNITED STATES 2318S8 6 SYCAMORE THE 534345 NATIONAL BANK amp TRUST COMPANY OF

UN ITED STATES 264332 1 SYCAMORE THE 534345

Re ort Item 3 Securities Holders

FR Y-6

NI Bancshares Corporation

Sycamore IL

Fiscal Year Ending December 3 1 201 4

Current Securities Holders with ownership control or holdings of 5 or more with power to vote as-of fiscal year end

Securities Holders not listed in 3(1 )(a) through (3)(1 )(c) that had

ownership control or holdings of 5 or more with power to vote

during the fiscal year

(1 )(a)

Name amp Address (City

State Country)

James W Dutton

Tulsa OK USA

Jane Danielson

Freeport ME USA

Anne Pick

St Paul MN USA

(1 )(b)

Country of

Citizenship or

Incorporation

USA

USA

USA

(1 )(c) Number and

Percentage of Each

Class of Voting

Securities

62324 shares 594

84563 shares 806

88480 shares 843

(2)(a) (2)(b)

Country of

Name amp Address Citizenship or

(City State Country) Incorporation

(2)(c) Number and

Percentage of Each

Class of Voting

Securities

FA Y--6

NI Bancshares Corporation Sycamore ll

Ascal Year Ending December 311 2014

(1) (2) (3)(bull) (3)(b) (3)(o) (4)(bull) (4)(b) (4)(o) Percentage of List names of other companies

Percentage of Voting Securities Includeamp partnerships) If 25 or more Voting Securities ln Subsidiaries of voting securftles are held (list

Names amp Address Principal Occupation II other than Title amp Position with Title amp Position with Subsidiaries Title amp Position with Other Businesses Jn Holding (Include names names ol companies and percentage of

(City State Country) with Holding Company Holding Company (Include names of subsidiaries) (Include names ol other businesses) Company of subsidiaries) voting securltles held)

Michael A Cullen NIA Director President amp CEO Director President amp CEO NIA 018 None NIA Sycamore IL USA The National Bank amp Trust

Company of Sycamore

Richard N Anderson President - Anderson Director Director President 159 None Anderson Funeral Home Ltd (100) DeKalb JL USA Funeral Home Ltd The Natrona[ Bank amp Trust Anderson Funeral Home Ltd

Company of Sycamore

John H Boles NIA Director Retired Trust Officer NIA 149 None NIA Sycamore IL USA The National Bank amp Trust

Company of Sycamore

Evelina J Cichy Retired Vice President of Instruction Director Director NA 015 None NIA DeKalb IL USA Klshwaukee College The Natrona Bank amp Trust

Company of Sycamore

James W Dutton CFO Macrosolva lnc Chairman of the Board Chairman of the Board CFO Macrosolve lnc 594 None NIA Tulsa OK USA The Natonal Bank amp Trust

Company of Sycamore

Robert B Johnson Partner - Johnson Farms Director Director Partner 063 None Johnson Farms (40) DeKalb IL USA The National Bank amp Trust Johnson Farms

Company of Sycamore

Robert C Johnson NIA Director Director NIA 034 None NIA DeKalb IL USA The National Bank amp Trust

Company of Sycamore

Kevin P Poorten President amp CEO - Kish Health Syse Director Director NA 005 None NIA DeKalb IL USA The National Bank amp Trust

Company of Sycamore

Douglas C Roberts Private Investor Director Director PresidentmiddotZea mays Holdings LLC 382 None Zea mays Holdngs LLC (100) Sycamore IL USA The National Bank amp Trust

Company of Sycamore

Tmothy P Suter President amp CEO - Suter Company Director Director NA 002 None NIA Sycamore IL USA The Natlonal Bank amp Trust

Company of Sycamore

Report lem 4 Insiders -PAGE 2 of 2

Tami Armstrong NIA NIA VP Brand amp Marketng NIA 0005 None NIA Sycamore IL USA The Natonal Bank amp Trust

Company of Sycamore

Bradley V Brown NIA NIA SVP Consumer Banking NIA 0004 None NIA DeKalb IL USA The Natlonal Bank amp Trust

Company of Sy9amore

Michelle Carlson NIA NIA VP Operallons NIA 0004 None NIA SuQar Grove IL USA The National Bank amp Trust

Company of Sycamore

Sa_111antha J Dalley NIA NIA VP Human Resources NIA 0003 None NIA Sycamore IL USA The National Bank amp Trust

Company of Sycamore

James Dombek NIA NIA VP Personal Trust Manager NIA 0002 None NIA Sycamore IL USA The National Bank amp Trust

Company of Sycamore

Michael Hawley Geneva IL USA NIA NIA Sr VP Sr Commercial Loan Officer NIA 0005 None NIA

The Natfonal Bank amp Trust Company of Sycamore

Charles C Kaiser NIA NIA Sr VP Senior Lending Officer NIA 0007 None NIA Sycamore IL USA The National Bank amp Trust

Company of Sycamore

Karen Kupper NIA NIA SVP Chief Credit Offcer NIA 0003 None NIA Hinkley IL USA The Natonal Bank amp Trust

Company of Sycamore

Davld N McCoy NIA Treasurer SVP Chief Flnanclitl Officer NIA 0006 None NIA South Elgin IL USA The Natlonal Bank amp Trust

Company of Sycamore

Mark ODell NIA NIA VP Sr Residentlal loan Officer NIA 0000 None NIA Aurora IL USA The National Bank amp Trust

Company of Sycamore

A David VanBuren NIA NIA SVP Trust amp Investments NIA 0005 None NIA Sycamore IL USA The National Bank amp Trust

Company of Sycamore

  • FR Y-6 Cover Page
  • Report Item 1 Annual Report to Shareholders
  • Report Item 2a Organization Chart
  • Report Item 2b Domestic Branch Listing
  • Report Item 3 Securities Holders
  • Report Item 4 Insiders
Page 2: Annual Report of Holding Companies-FR Y-6/media/others/banking/...consistent and deliberate in implementing our strategic initiatives. In addition to our loan growth, our trust assets

NI BANCSHARES CORPORATION ANNUAL REPORT OF BANK HOLDING COlVIPANIES

FRY-6 DECEMBER 31 2014

Report Item 1 Annual reports to shareholders

The Corporation hereby incorporates by reference the financial statements and related notes from the 2014 Annual Report attached as Exhibit 1

Report Item 2A Organization chart

The Corporation hereby incorporates by reference the organization chart contained in Exhibit 2 to illustrate itself as the sole top tier Bank Holding Company (BHC)

Report Item 2B Domestic branch listing

The Corporation hereby incorporates by reference the domestic branch listing contained in Exhibit 3

Report Item 3 Securities holders

The Corporation hereby incorporates by reference the securities holders listing contained in Exhibit 4

Report Item 4 Insiders

The Corporation hereby incorporates by reference the director and officer listing contained in Exhibit 5

President amp CEO

CORPORATIONmiddot

2014 Annual Report

LOCATIONS

Main Bank

230 West State Street Sycamore Illinois 60178

NBampT S q uare Branch

130 West Lincoln Highway DeKalb Illinois 60115

DeKalb M a rket S q uare Branch

2290 Sycamore Road DeKalb Illinois 60115

Coltonvi l l e Branch

1425 DeKalb Avenue Sycamore Illinois 60178

Genoa Branch

601 Pearson Drive GE)noa Illinois 60135

Sandwich Branch

321 East Church Street Sandwich Illinois 60548

Elburn Branch

930 North Main Street Elburn Illinois 60119

Serena Brarich

Route 52 Serena Illinois 60549

Leland Branch

200 North Main Street Leland Illinois 60531

Banco NBampT 1029 Pleasant street DeKalb Illinois 66ii S

banknbtcom middotmiddot middot

-- bullmiddot-

- i_ middot middot4

- _ bull

Table of Contents

Letter to our Stockholders 3

Financial Highlights 4

Consolidated Balance Sheets 5

Consolidated Statements of Income 6

Consolidated Statements of Comprehensive Income (Loss) 7

Consolidated Statements of Stockholders Equity 8

Consolidated Statements of Gash Flows 9

Notes to Consolidated Financial Statements i 0

Independent Auditors Report 35

Directory of NBampT 36

Board of Directors

Richard N Anderson

President Anderson Funeral Home Ltd

John H Boies

Retired Trust Officer NBampT

Evelina J Cichy

Retired Vice President of Instruction Kishwaukee College

Michael A Cullen

President CEO NBampT

James W Dutton

Chairman of the Board NI Bancshares Corporation

Robert B Johnson

Partner Johnson Farms

Robert C Johnson

Former Chairman of the Board NBampT

Kevin P Poorten

President and CEO KishHealth System

Douglas C Roberts

Private Investor

Timothy P Suter

President and CEO The Suter Company Inc

NI Bancshares Corporation Officers

James W Dutton Chairman of the Board Michael A Cullen President CEO R David Van Buren Secretary David N McCoy Treasurer

To our Stockholders

We are pleased to present you with the 201 4 financial results for NI Bancshares Corporation and our subsidiary The National Bank amp Trust Company of Sycamore (NBampT) We continue to make sure and steady progress within an industry that is still challenged by the economy and the increased scrutiny within the regulatory environment

NBampT continues to be the market share leader in DeKalb County for deposits trust assets under management and mortgage loans originated Our strategic sales and growth initiatives are solid and the resultant increase in relationships is encouraging We continue to solidify our balance sheet from a quality perspective while actively positioning our assets and liabilities for an eventual increase in the economys interest rates The timing of interest rate hikes is unknown but we firmly believe that the propensity for rates to climb is greater than rates falling lower It is important that we operate within our risk tolerances and not take on additional risks for the sake of short term earnings

We are pleased that loans and loans held for sale increased over 6 to $407 million at the end of 201 4 We are increasing loans during a period when other banks are not while still maintaining our asset quality This is the result of our lending tearn being consistent and deliberate in implementing our strategic initiatives

In addition to our loan growth our trust assets under management grew by over $37 million and ended the year at over $700 million This is another record setting year for our Trust and Wealth Management Group The team of trust professionals is experienced and efficient while at the same time providing exceptional customer service to our clients

While earnings were up only slightly we continue to make progress in our core banking business Our Net Interest Income after provision for loan losses ended the year at $1 7 1 million which is up from $1 46 million for 2013 A negative impact to earnings was the effect the industry felt from the increase in rates on mortgage loans While we continue to be the leader in DeKalb County for mortgage loans our income from this line of business was down over $1 million year over year Another drag on earnings continues to be the costs associated from Other Real Estate Owned (OREO) as it relates to valuation write downs and carrying costs

The Bank continues to have a strong capital position which has allowed us to keep consistent with our dividend payments While there remain challenges from the regulatory environment and non-traditional competitors we are confident that we will continue to provide value for our shareholders and meet the needs of the communities we serve

This past year Chuck Sauber Bob Wildenradt and Dave Juday retired from the board of directors These directors served on the bank board for 23 years 21 years and 1 8 years respectively These directors were strong contributors from the day they walked in until the day they retired Their many contributions are appreciated and we wish them well in their new endeavors We also welcome two new directors Kevin Poorten CEO of KishHealth System and Tim Suter President and CEO of The Suter Company have joined the board and have made an immediate impact Their knowledge of the community and their business acumen will add to the strength of our already strong board of directors

Finally it is with a heavy heart that we say good bye to one of our directors who passed away in an automobile accident last fall Debra Hopkins was a true professional in the field of accountancy and touched the lives of thousands of students from her work at Northern Illinois University Debra served on our board since 2004 and was an active enthusiastic contributor The entire NBampT team will miss Debra

In closing we will continue to be diligent in the management of our resources and the oversight of those assets entrusted to us Our board our management team and our staff take those responsibilities seriously We thank you for your support and confidence

- James W Dutton Chairman of the Board

Michael A Cul len President CEO

2014 2013

For the year

Net income $ 1050 $ 976

Diluted earnings per share 100 93

Dividends declared 525 522

Dividends per share 050 050

Net interest income after provision for Joan losses 17127 14605

At year end

Total assets $ 611854 $ 611 906

Total deposits 548940 549645

Loans and Joans held for sale 407491 383074

Securities including Federal Horne Loan Bank and Federal Reserve Bank stock 129871 150961

Stockholders equity 56136 54369

Trust assets under management 700997 663726

Book value per share 5348 5183

Ratios()

Return on average core stockholders equity 20 23

Return on average assets 02 02

(Dollars in thousands except per share data)

Total assets in millions of dollars Net income in millions of dollars

$700 $7

6119 6119

$600 $6

middot$500 c $5

$400 $4 36

$300 $3

$200 $2

$100 $1

$0 $0

11 12 13 14 11 12 13 14

--

Financial Highlights

Years ended December 31

2012 2011

$ 3622 $ 1536

268 109

589 591

050 042

15991 15292

$ 592879 $ 590073

527006 515957

334246 318144

143460 141738

56272 71626

600996 574093

5421 5098

57 24

06 03

Year end stock data per share in dollars

bull BookValue $70

- Stock Price

$60 54

$40

$30

$20

$10

$0

11 12 13 14

Consolidated Balance Sheets At December 31

Assets

Cash and due from banks Interest bearing deposits in other

financial institutions

Cash and cash equivalents Securities available for sale Federal Home Loan Bank and

Federal Reserve Bank stock Loans held for sale Loans net of allowance for loan losses of

$3906 in 201 4 and $3240 in 201 3 Land premises and equipment net other real estate owned Mortgage servicing rights Goodwill Intangible assets Bank owned life insurance Accrued interest receivable and other assets

Total assets

Liabilities

Noninterest-bearing deposits Interest-bearing deposits

Total deposits

Other borrowings Accrued interest payable and other liabilities

Total liabilities

Stockholders equity

Preferred stock $50 par value 20000 shares authorized none issued

Common stock $1 25 par value 2000000 shares authorized issued 1 676425 and 1 675735 shares at December 31 201 4 and 201 3 respectively and outstanding of 1 049789 and 1 049059 respectively

Additional paid in capital Retained earnings Accumulated other comprehensive income (loss) net Treasury stock 626676 shares in 201 4 and

201 3 at cost

Total stockholders equity

Total liabilities and stock1olders equity

(Dollars in thousands) See accompanying notes to consolidated financial statements

2014

$ 1 871 5

8000

26715 1 28224

1 647 2432

405059 21 1 57

7456 2447 3265

-81 09 5343

$611854

$ 1 1 2872 436068

548940

3600 3 178

555718

-

2094 9607

72747 506

(28818)

56136

$611854

2013

$ 25838

1 1 000

36838 1 49467

1 494 5902

3771 72 21 938

7534 2524 3265

90

5682

$611906

$ 1 05652 443993

549645

4800 3092

557537

2093 9447

72222 (575)

(2881 8)

54369

$611906

Interest income

Loans Securities taxable Securities tax-exempt Interest bearing deposits

in other financial institutions

Total interest income

Interest expense

Deposits

Other borrowings

Total interest expense

Net interest income

Provision for loan losses

Net iQterest income after provision for loan losses

Noninterest income

Trust fees Income from mortgage banking Service charges on deposit accounts Realized securities gains net Other income

Total noninterest income

Noninterest expense

Salaries and employee benefits Occupancy expense FDIC Insurance Other real estate owned Other expense

Total noninterest expense

Income before income taxes

Provision for income taxes r---

------------middot-middot------ ------ _Net incdeg=-

- __ _ _ ___ _ _ ___ _ _ ___ _ _ _ ____ _ Basic earnings per share Diluted earnings per share

(Dollars in thousands) See accompanying notes to consolidated financial statements

2014

$ i S371 1 491

775

1 04

20741

21 1 4

1 50

2264

1 8477

1 350

1 7 1 27

4748 1 078 2095

368 1 308

9597

1 3283 3252

524 1 582 6943

25584

1 1 40 90

$ _ 10_50

$ 1 00 $ 1 00

Consolidated Statements of Income Years ended December 31

2013 201 2

$ 1 7 599 $ 1 8233 1 354 2038

764 767

205 251

1 9922 21 289

2882 3493

1 92 34

3074 3527

1 6848 1 7762

2243 1 771

1 4605 1 5991

4662 5025 21 57 2403 1 997 1 754

434 2084 1 1 93 945

1 0443 1 2211

1 2789 1 2787 3049 281 4

5 17 668 1 430 640 5915 5778

23700 22687

1 348 551 5 372 1 893

$ 976 $ 3622

$ 94 $ 268 $ 93 $ 268

Consolidated Statements of Comprehensive Income (Loss) At December 31

Net income

Other comprehensive income (loss)

Unrealized appreciation depreciation) on available for sale securities net of taxes of $682 $(1 1 7 4) and $3 for 201 4 2013 and 201 2 respectively

Less reclassification adjustment for realized gains included in net income net of taxes of $1 26 $1 48 and $709 for 201 4

2014

$ 1050

$ 1 323

201 3 and 201 2 respectively 242

$ 1 081

Comprehensive income (loss) $ 2 131

(Dollars in thousands See accompanying notes to consolidated financial statements

2013

$ 976

$ (2280)

286

$ 2566)

$ (1590

2012

$ 3622

$ 5

middot1 375

$ (1 370)

$ 2252

Common Stock

Balances at December 31 2011 $ 2049

Net income Other comprehensive income (loss) Purchase of 392663 shares of

treasury stock Exercise of 24502 stock options 30 Stock compensation - Directors 2 Stock compensation expense Cash dividends declared

$50 per share

Balances at December 31 2012 2081

Net income Other comprehensive income (loss) Exercise of 667 stock options Stock compensation expense Cash dividends declared

$50 per share Issuance of restricted stock 11

Balances at December 31 2013 2093

Net income Other comprehensive income (loss) Exercise of 1000 stock options Stock compensation expense Cash dividends declared

$50 per share

Balances at December 31 2014 $ 2094

(Dollars in thousands) See accompanying notes to consolidated financial statements

Consolidated Statements of Stockholders Equity Years ended December 31

Additional Accumulated Other Total

Paid In Retained Comprehensive Treasury Stockholders

Capital Earnings Income (Loss) Net Stock Equity

$ 8237 $ 68735 $ 3361 $ (10756) $ 71626

3622 3622 (1370) (1370)

(18062) (18062) 865 895

35 37 113 1 13

(589) (589)

9250 71768 1991 (28818) 56272

976 976 (2566) (2566)

21 22 187 187

(522) (522) (11)

9447 72222 (575) (28818) 54369

1 050 1050 1081 1081

31 32 129 129

(525) (525)

$ 9607 $ 72747 $ 506 $ (28818) $ 56136

Consolidated Statements of Cash Flows Years ended December 3i

Cash flows from operating activities

Net income Adjustments to reconcile net income to net cash from operating activities

Amortization and accretion of securities Amortization of intangibles Realized security gains net Depreciation Loss (gain) on sale of premises and equipment Gain on sales of loans Loss on sale and valuation adjustments

of other real estate owned (Increase) decrease in mortgage loans held for sale Amortization of mortgage servicing rights Deferred tax benefit Stock compensation expense net Provision for loan losses (Increase) decrease in interest receivable and other assets Increase (decrease) in interest payable and other liabilities

Net cash provided by operating activities

Cash flows from investing activities

Redemption of FHLB stock Securities available for sale

Proceeds from sales Proceeds from maturities and calls Purchases

Sale of other real estate owned Increase in loans net Purchases of premises and equipment Proceeds from sale of premises and equipment Purchase of bank-owned life insurance

Net cash used by investing activities

Cash flows from financing activities

Proceeds from (repayment 01) holding company borrowing Net increase (decrease) in deposit activities Cash dividends paid Purchases of treasury stock Exercise of stock options

Net cash provided (used) by financing activities Net change in cash and cash equivalents Cash and cash equivalents at beginning of year Cash and cash equivalents at end of year

Supplemental cash flows information

Interest paid Income taxes paid Transfer from loans to other real estate owned

(Dollars in thousands middotsee accompanying nofes to consolidated financial middotstatements

$

$

$ $ $

2014

i 050

56i 90

(368) i 449

-(990)

i 82i 4i29

408 60

i 29 i 350

948 (i i 39) 9498

-

23322 27735 (28523)

2289 (33269)

(838) 1 70

(8 i 09) (1 7223)

(i 200) (705) (525)

-32

(2398) (i0i 23) 36838 267i 5

2278 74i

4032

2013 2012

$ 976 $ 3622

i 037 i i 76 i 8i i 80

(434) (2084) i 373 i 057

i (3) (2636) (34i 5)

i 029 i 058 2i37 (264)

506 i Oi 2 i 96 (68) i 87 i i 3

2243 i 77i 9i) 4i 9

i 969 i 904 8674 6478

847

21662 38789 38844 37290 (72497) (79835)

875 i 772 (57900) (1627 4)

(i i 22) (5942) 25 526

(70i i 3) (22827)

(i 200) 6000 22639 1 i 049

(522) (589) (i 8062)

22 932 20939 (670) (40500) (i 70i 9) 77338 94357

$ 36838 $ 77338

$ 3i18 $ 3589 $ i i 73 $ 2249 $ 51 67 $ 76i

Notes to Consolidated Financial Statements

f Summary of Significant Accounting Policies

PRINCIPLES OF CONSOLIDATION The consolidated financial statements of NJ Bancshares Corporation (the Corporation) include the accounts of the Corporation and its wholly owned subsidiary The National Bank amp Trust Company of Sycamore (the Bank) Significant intercompany transactions and accounts have been eliminated in consolidation

NATURE OF OPERATIONS The Bank provides a variety of financial services to individuals and businesses in DeKalb LaSalle and Kane Counties through its ten locations Branch offices include two locations in Sycamore three locations in DeKalb and one location in each of the towns of Elburn Genoa Leland Serena and Sandwich The Banks primary deposit products are checking accounts interestshybearing savings accounts certificates of deposit and individual retirement accounts The Banks primary lending products are commercial Joans real estate Joans and consumer Joans The Bank also maintains a trust department and originates residential mortgage Joans for sale in the secondary market The Bank is nationally chartered Deposits up to $250000 are insured by the Federal Deposit Insurance Corporation The Bank is subject to the regulations and supervision of the Office of the Comptroller of the Currency The Corporation is subject to the regulations and supervision of the Feder-al Reserve Bank

USE OF ESTIMATES The preparation of financial statements in conformity with accounting principles generally accepted in the United States (GAAP) requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of income and expense during the reporting period Actual results could differ from those estimates Material estimates that are particularly susceptible to significant change in the near term relate to the valuation of the allowance for Joan losses the valuation of other real estate owned the classification and valuation of securities the determination of fair values of financial instruments the impairment of goodwill and intangibles mortgage servicing rights and the status of contingencies

SIGNIFICANT CONCENTRATIONS OF CREDIT RISK Most of the Corporations activities are with customers located within the Illinois counties of DeKalb LaSalle and Kane Note I l l discusses the types of lending in which the Corporation is engaged The Corporation does not have any significant concentrations to any one industry customer or geographic location

CASH AND CASH EQUIVALENTS For purposes of reporting cash flows cash and cash equivalents include cash on hand amounts due from banks and federal funds sold Generally federal funds are sold and purchased for one-day periods Customer deposit and loan activities are reported on a net basis

At December 3i 20i 4 the Corporations cash accounts exceeded federally insured limits by approximately $1 i 973 thousand

SECURITIES Securities classrfied as available for sale are those debt or equity securities that the Bank intends to hold for an unspecified period of time but not necessarily to maturity Unrealized gains or losses are reported as increases or decreases in a separate component of stockholders equity net of the related deferred tax effect

The amortization of premiums and the accretion of discounts on securities are deducted from and added to interest income Realized gains or losses on sales of securities are determined using the specific-identification method Securities are written down to fair value when a decline in fair value is not temporary

Declines in the fair value of securities below their cost that are other than temporary are reftected as realized losses In estimating other-than-temporary losses management considers (i) the length of time and extent that the fair value has been Jess than cost (2) the financial condition and near term prospects of the issuer and (3) the intent of the Corporation to not sell the security or whether it is more likely than not that the Corporation will be required to sell the security before its anticipated recovery

During 201 4 201 3 and 201 2 the bank initiated a strategy to sell certain held for sale investment securities and subsequently reinvest the proceeds of those into similar held for sale investment securities The strategy included extending the weighted average maturity of a portion of the portfolio for interest rate risk purposes and accelerated the recognition of income from the portion that was sold As a result there was a gain of the sale of those securities of $368 $434 and $2084 thousand gross before taxes respectively

RESTRICTED STOCK The Bank as a member of the Federal Home Loan Bank of Chicago (FHLB) is required to maintain an investment in the capital stock of the Federal Home Loan Bank T he Bank also maintains an investment in the capital stock of the Federal Reserve Bank (FRB) For financial reporting purposes such stock is carried at cost which approximates fair value based on the redemption provisions of each institution

LOANS HELD FOR SALE Real estate loans originated and intended for sale in the secondary market are carried at the lower of cost or fair value in the aggregate as determined by outstanding commitments from investors Net unrealized losses if any are recorded as a valuation allowance and charged to earnings

Mortgage loans held for sale are generally sold with servicing rights retained The carrying value of mortgage loans sold is reduced by the cost allocated to the servicing right Gains or losses on sales of mortgage loans are based on the difference between the selling price and the carrying value of the related loan sold

Notes to Consolidated Financial Statements

SERVICING RIGHTS Servicing rights are recognized as assets for the allocated value of retained servicing rights on sold loans Servicing rights are expensed in proportion to and over the period of estimated net servicing revenues Impairment is evaluated based on the fair value of the rights using groupings of underlying loans as to loan term rate and then as to loan type Fair value is based upon discounted cash flows using market based assumptions Any impairment is reported as a valuation allowance to the extent that fair value is Jess than the capitalized amount

LOANS Loans are stated at the amount of unpaid principal net of unearned income and the allowance for loan losses Interest on loans is accrued daily and is computed on the principal balance outstanding

Loan origination fees net of certain direct organization costs are deferred and recognized as an adjustment of the yield of the related loans

In general interest income on mortgage and commercial loans is discontinued at the time the loan is 90 days delinquent unless the loan is well secured and in process of collection Consumer loans are typically charged off no later than 180 days past due In all cases loans are placed on non-accrual or charged-off at an earlier date if collection of principal or interest is considered doubtful

All interest accrued but not received for the loans placed on nonshyaccrual are reversed against interest income Interest received on such loans is accounted for on the cash basis or cost-recovery method until qualifying for return to accrual Loans are returned to accrual status when all the principal and interest amounts contractually due are brought current and future payments are reasonably assured

ALLOWANCE FOR LOAN LOSSES The allowance for loan losses is maintained at a level considered adequate to provide for probable incurred loan losses Allowances for impaired loans are generally determined based on collateral values or the present value of estimated cash flows discounted at the loans effective interest rate The allowance is increased by provisions charged to operating expense and reduced by net charge-offs Loans are charged off to the allowance for loan losses when and to the extent that they are deemed uncollectible by management Management makes continuous credit reviews of the loan portfolio and considers current economic conditions historical loan loss experience and other factors in determining the adequacy of the allowance

Allocations of the allowance may be made for specific loans but the entire allowance is available for any loan that in managements judQrnent should be charged off

The allowance consists of specific and general components The specific component relates to loans that are individually classified as impaired or loans otherwise classified as substandard or doubtful The general component covers non-classified loans and is based on historical loss experience adjusted for current factors

A loan is impaired when full payment under the Joan terms is not expected Commercial and commercial real estate loans are individually evaluated for impairment If a Joan is impaired a portion of the allowance is allocated so that the loan is reported net at the present value of estimated future cash flows using the loans existing rate or at the fair value of collateral if repayment is expected solely from the collateral Large groups of smaller balance homogeneous loans such as consumer and residential real estate loans are collectively evaluated for impairment and accordingly they are not separately identified for impairment disclosures

LAND PREMISES AND EQUIPMENT Land is stated at historical cost Premises and equipment are stated at cost less accumulated depreciation Depreciation is computed principally on the straight-line method over the estimated useful lives of the assets These assets are reviewed for impairment when events indicate the carrying amount may not be recoverable

OTHER REAL ESTATE OWNED Real properties acquired through or in lieu of loan foreclosure are to be sold and are initially recorded at fair value less the cost to sell at the date of the foreclosure establishing the new cost basis After foreclosure valuations are periodically performed by management and the real estate is carried at the lower of carrying amount or fair value less the estimated cost to sell Revenue and expenses from the operations changes in the valuation of the property and gain or loss on the disposition of the property are included in other expenses or other income as incurred

EARNINGS PER SHARE Basic earnings per share is calculated based on weightedshyaverage common shares outstanding Diluted earnings per share includes the dilutive effect of additional potential common shares issuable under stock options and restricted stock awards

GOODWILL AND INTANGIBLE ASSETS Goodwill results from business acquisitions and represents the excess of the purchase price over the fair value of acquired tangible assets and liabilities and identifiable intangible assets Goodwill and indefinite-lived intangibles are evaluated annually for impairment or more frequently if impairment indicators are present A qualitative assessment is performed to determine whether the existence of events or circumstances leads to a determination that it is more likely than not the fair value of the reporting unit or indefinite-lived intangible asset is Jess than its carrying amount If based on the evaluation it is determined to be more likely than not that the fair valued is less than the carrying value then the goodwill or indefinite-Jived intangible is tested further for impairment If the implied fair value of goodwill or the fair value of the indefinite-lived intangible is lower than their carrying amounts an impairment loss is recognized in an amount equal to the difference Subsequent increases in goodwill value

- are not recognized in the financial statements

Intangible assets consist of core deposits arising from a whole bank acquisition They are initially measured at fair value and then are amortized over their estimated useful lives These assets are reviewed for impairment when events indicate the carrying amount may not be recoverable

Notes to Consolidated Financial Statements

LOAN COMMITMENTS AND RELATED FINANCIAL INSTRUMENTS Financial instruments include off-balance sheet credit instruments such as commitments to make loans and commercial letters of credit issued to meet customer financing needs The face amount for these items represents the exposure to loss before considering customer collateral or ability to repay Such financial instruments are recorded when they are funded

IMPAIRMENT OF LONG-LIVED ASSETS The Corporation reviews long-lived assets for impairment whenever events or changes in circumstances indicate the carrying amount of an asset may not be recoverable Recoverability of assets to be held and used is measured by a comparison of the carrying amount of an asset to future undiscounted net cash flows expected to be generated by the asset If such assets are considered to be impaired the impairment to be recognized is measured by the amount by which the carrying amount of the assets exceeds the fair value of the assets Assets to be disposed of are reported at the lower of carrying amount or fair value less costs to sell

TRANSFERS OF FINANCIAL ASSETS Transfers of financial assets are accounted for as sales when control over the assets has been surrendered Control over transferred assets is deemed to be surrendered when (1 ) the assets have been isolated from the Corporation (2) the lransferee obtains the right (free of conditions that constrain it from taking advantage of that right) to pledge or exchange the transferred assets and (3) the Corporation does not maintain effective control over the transferred assets through an agreement to repurchase them before their maturity

TRUST ASSETS AND FEES Assets of the Trust Department are not included in these consolidated financial statements because they are not assets of the Corporation or the Bank Fee income generated from trust services is primarily recorded on the accrual method

INCOME TAXES Deferred income taxes are provided on temporary differences between financial statement and income tax reporting Temporary differences are differences between the amounts of assets and liabilities reported for financial statement purposes and their tax bases

Deferred tax assets are recognized for temporary differences that will be deductible in future years tax returns and for operating loss and tax credit carryforwards Deferred tax assets are recognized only if it is more likely than not that the tax position will be realized or sustained upon examination by the relevant taxing authority A tax position that meets the more-likely-thanshynot recognition threshold is initially and subsequently measured as the largest amount of tax benefit that has a greater than 50 percent likelihood of being realized upon settlement with a taxing authority that has full knowledge of all relevant information

Deferred tax assets are reduced by a valuation allowance if it is deemed more likely than not that some or all of the deferred tax assets will not be realized Deferred tax liabilities are recognized for temporary differences that will be taxable in future years

COMPREHENSIVE INCOME (LOSS) Comprehensive income (loss) consists of net income (loss) and other comprehensive income (loss) Other comprehensive income (loss) includes unrealized gains and losses on securities available for sale net of taxes These unrealized gains and losses net of taxes are also recognized as separate components of equity

LOSS CONTINGENCIES Loss contingencies including claims and legal actions arising in the ordinary course of business are recorded as liabilities when the likelihood of loss is probable and an amount or range of loss can be reasonably estimated Management does not believe there are matters that will have a material effect to the Corporation the Bank or the Banks Trust Department or on the fiancial statements of the Corporation

STOCK COMPENSATION PLANS Compensation cost is measured using the fair value of an award on the grant dates and is recognized over the service period which is usually the vesting period Compensation cost related to the non-vested portion of awards outstanding is based on the grant-date fair value of those awards T he Corporation has an incentive stock option plan and restricted stock awards which are described more fully in Note IX

TREASURY STOCK Common stock shares repurchased are recorded at cost Cost of shares retired or reissued is determined using the first-in firstshyout method

During 201 2 the Corporation purchased 392663 treasury shares This was primarily accomplished through two transactions the first involving a negotiated purchase of shares from certain members of the Dutton Family and their affiliates and the second involving a tender offer with our shareholders These treasury shares were all repurchased at $46 per share a discount to the current book value per share Detailed information related to these transactions was provided to stockholders in an Offer to Purchase dated November 1 201 2 The total cost to capital of the Corporation was $1 6940 thousand for these treasury shares

Notes to Consolidated Financial Statements

II Securities

Amortized cost and fair values of securities classified as available for sale with gross unrealized gains and losses at December 31 are summarized as follows (Dollars in thousands)

US Obligations of US Government- States and Political Certificates Equity Total

Treasury Sponsored Entities Subdivisions of Deposit Securities Securities

2014 Amortized cost $ 1 4470 $ 7981 6 $ 31 728 $ 988 $ 456 $ 1 27458 Gross unrealized gains 2 536 694 1 232 Gross unrealized losses (28) (233) (205) (466)

Fair value $ 1 4444 $ 80 1 1 9 $ 32217 $ 988 $ 456 $ 1 28224

2013 Amortized cost $ 1 5007 $ 94907 $ 37030 $ 988 $ 2406 $ 150338 Gross unrealized gains 1 0 1 1 7 854 981 Gross unrealized losses (2) (926) 924) (1 852)

Fair value $ 1 501 5 $ 94098 $ 36960 $ 988 $ 2406 $ 1 49467

The fair values of debt securities classified as available for sale by contractual maturity at December 31 2014 are as follows (Dollars in thousands)

1 year or l ess Over 1-5 years Over 5-10 years Over 1 0 years Total

US Treasury $ 5000 $ 9444 $ $ $ 1 4444

US government-sponsored entities 1 7057 47722 1 5340 80 1 1 9

Obligations of states and political subdivisions 3964 9859 1 8394 3221 7

Certificates of deposit 988 988

Total $ 26021 $ 6801 3 $ 33734 $ $1 27768

Expected maturities may differ from contractual maturities because the borrowers may have the right to call or prepay obligations with or without call or prepayment penalties Other equity securities include mutual funds which have no maturity date Securities with a market value of $1 220 million and $1 21 0 million at December 31 201 4 and 201 3 respectively are pledged to secure public deposits and other purposes as required or permitted by law

middot

Amortized cost gross reaiized gains gross realized losses and saies proceeds from available for sale securities sold matured or called at December 31 are summarized as follows (Dollars in thousands)

2014 2013 2012

Amortized cost $ 50689 $ 60072 $ 73995 Gross realized gains 546 435 2093 Gross realized losses (1 78) (1 ) (9) Proceeds $ 51 057 $ ousuo $ 70UJ

Notes to Consolidated Financial Statements

I I Securities cont

The following tabes present investments gross unrealized losses and fair value at December 31 aggregated by Investment category and length of time that Individual securities have been in a continuous unrealized loss position Dollars In thousands)

Less Than 12 Months 12 Months or More Total Fair Value Unrealized Loss Fair Value Unrealized Loss Fair Value U n realized Loss

2014 US Treasury $ 9444 $ (28) $ $ $ 9444 $ (28) US government-

sponsored entities i 7529 (43) i 5009 (i 90) 32538 (233) Obligations of states and

political subdivisions i 983 (i7) 6475 (i 88) 8458 (205) $ 28956 $ (88) $ 2i 484 $ (378) $ 50440 $ (466)

Less Than 12 Months 12 Months or More Total Fair Value Unrealized Loss Fair Value Unrealized Loss Fair Value Unrealized Loss 2013

US Treasury $ 3994 $ (2) $ $ $ 3994 $ (2)

US government-sponsored entities 7222i (926) 7222i (926)

Obligations of states and political subdivisions i 2042 (597) 3 i30 (327) i 5i 72 (924)

$ 88257 $ (i 525) $ 3i30 $ (327) $ 9i 387 $ (1 852)

At December 3i 20i 4 37 US Treasury US government-sponsored entities and obligations of states and political subdivisions securities have an unrealized loss with aggregate depreciation of less than one-quarter percent of the Corporations amortized cost basis Management views fluctuation in agencies as temporary market fluctuations There were i 9 securities with an unrealized loss for over i 2 months The fair value is expected to recover as the bonds approach maturity The nature and quality of these investments remain adequate and continue to have a Moodys rating of an A or above as required by Bank policy Management views the losses associated with US Treasury US government-sponsored entities and obligations of states and political subdivisions securities to also be temporary market fluctuations

Notes to Consolidated Financial Statements

III Loans

Classes ofoans at December 31 include (Dollars in thousands)

2014 2013

Construction and land development $ 1 4 199 $ 1 9798 Farmland 20488 1 7397 Residential real estate 1 1 5291 1 04873 Nonresidential real estate 1 37499 1 3501 4 Agricultural production 1 2530 1 2968 Commercial 45940 41 273 Loans to individuals 57280 42883 Other 5738 6206

Total Joans and leases $ 408965 $ 38041 2 Allowance for loan losses (3906) (3240)

Total loans and leases net $ 405059 $ 377 1 72

The Bank maintains lending policies and procedures designed to focus lending efforts on the type location and duration of loans most appropriate for its business model and markets The Banks principal lending activity is the origination of residential and commercial real estate loans commercial loans consumer loans and home equity lines of credit The primary lending market is located within the Illinois counties of DeKalb LaSalle and Kane Generally loans are collateralized by assets of the borrower and guaranteed by the principals of the borrowing entity

The Board of Directors reviews and approves the Banks lending policy on an annual basis Quarterly the Board reviews the allowance for loan losses and reports related to loan production loan quality concentrations of credit loan delinquencies and non-performing and potential problem loans

The Bank does not accrue interest on any asset which is maintained on a cash basis because of deterioration in the financial position of the borrower any asset for which payment in full of interest or principal is not expected or any asset upon which principal or interest has been in default for a period of ninety days or more unless it is both well secured and in the process of collection A non-accrual asset may be restored to an accrual status when none of its principal and interest is due and unpaid or when it otherwise becomes well secured and in the process of collection

The Bank periodically performs an independent loan review of outstanding loans through the use of an outside third party The primary objective of the independent loan review function is to ensure the maintenance of a quality loan portfolio and minimize the potential for Joan losses The Joan review engagement is responsible for reviewing a sample of existing loans for compliance with internal policies and procedures In addition to reviewing Joans for compliance the loan review analyzes the appropriateness and timeliness of risk grading and problem loan identification by loan officers

Notes to Consolidated Financial Statements

I l l Loans cont

The Corporation categorizes loans into risk categories based on relevant information about the ability of borrowers to service their debt such as current financial information historical payment experience credit documentation public information and current economic trends among other factors This analysis is performed on an annual basis at a minimum The Corporation uses the following definitions for risk ratings

Internal Risk Categories Loan grades are numbered i through 7 Grades i through 4 are considered pass grades The grade of 5 or Special Mention represents loans of lower quality and is considered criticized The grades of 6 or Substandard and 7 or Doubtful refer to assets that are classified The use and application of these grades by the bank will be uniform and shall conform to the banks policy

Pass (1) loans are of superior quality with excellent credit strength and repayment ability providing a nominal credit risk

Pass (2) loans are of above average credit strength and repayment ability providing only a minimal credit risk

Pass (3) loans of reasonable credit strength and repayment ability providing an average credit risk due to one or more underlying weaknesses

Pass (4) loans of the lowest acceptable credit strength and weakened repayment ability providing a cautionary credit risk due to one or more underlying weaknesses New borrowers are typically not underwrillen witl1in this classification

Special Mention (5) assets have potential weaknesses that deserve managements close attention If left uncorrected these potential weaknesses may result in deterioration of the repayment prospects for the asset or in the institutions credit position at some future date Special mention assets are not adversely classified and do not expose an institution to sufficient risk to warrant adverse classification Ordinarily special mention credits have characteristics which corrective management action would remedy

Substandard (6) loans are inadequately protected by the current sound worth and paying capacity of the obligor or of the collateral pledged if any Loans so classified must have a well-defined weakness or weaknesses that jeopardize the liquidation of the debt They are characterized by the distinct possibility that the Bank will sustain some loss if the deficiencies are not corrected

Doubtful (7) loans classified as doubtful have all the weaknesses inherent in those classified Substandard with the added characteristic that the weaknesses make collection or liquidation in full on the basis of current known facts conditions and values highly questionable and improbable

Risk characteristics applicable to each segment of the loan portfolio are described as follows

Residential 1 -4 Family The residential i -4 family real estate are generally secured by owner-occupied i -4 family residences Repayment of these loans is primarily dependent on the personal income and credit rating of the borrowers Credit risk in these loans can be impacted by economic conditions within the Banks market areas that might impact either property values or a borrowers personal income Risk is mitigated by the fact that the loans are of smaller individual amounts and spread over a large number of borrowers

Non-residential Real Estate Non-residential real estate loans typically involve larger principal amounts and repayment of these loans is generally dependent on the successful operations of the property securing the loan or the business conducted on the property securing the loan These loans are viewed primarily as cash flow loans and secondarily as loans secured by real estate Credit risk in these loans may be impacted by the creditworthiness of a borrower property values and the local economies in the Banks market areas

Construction and Land Development Real Estate Conshystruction and land development real estate loans are usually based upon estimates of costs and estimated value of the completed project and include independent appraisal reviews and a financial analysis of the developers and property owners Sources of repayment of these loans may include permanent loans sales of developed property or an interim loan commitment from the Bank until permanent financing is obtained These loans are considered to be higher risk than other real estate loans due to their ultimate repayment being sensitive to interest rate changes general economic conditions and the availability of long-term financing Credit risk in these loans may be impacted by the creditworthiness of a borrower property values and the local economies in the Banks market areas

Commercial The commercial portfolio includes loans to commercial customers for use in financing working capital needs equipment purchases and expansions The loans in this category are repaid primarily from the cash flow of a borrowers principal business operation Credit risk in these loans is driven by creditworthiness of a borrower and the economic conditions that impact the cash flow stability from business operations

Loans to individuals The consumer loan portfolio consists of various term and line of credit loans such as automobile loans and loans for other personal purposes Repayment for these types of loans will come from a borrowers income sources that are typically independent of the loan purpose Credit risk is driven by consumer economic factors (such as unemployment and general economic conditions in the Banks market area) and the creditworthiness of a borrower

Agricultural Production and Farmland Loans Agricultural production loans are generally comprised of seasonal operating lines to cash grain farmers to plant and harvest corn and soybeans and term loans to fund the purchase of equipment Farmland loans are primarily comprised of loans for the purchase of farmland Specific underwriting standards have been established for agricultural-related loans including the establishment of projections for each operating year base on industry developed estimates of farm input costs an expected commodity yields and prices Operating lines are typically written for one year and secured by the crop Loan-to-value ratios on Joans secured by farmland generally do not exceed 65 and have amortization periods limited to twenty-five years Federal government-assistance lending programs through the Farm Service Agency are used to mitigate the level of credit risk when deemed appropriate

Notes to Consolidated Financial Statements

The following table presents the credit risk profile of the Banks loan portfolio based on internal rating category and payment activity as of December 31 2014 and 2013 (Dollars in thousands)

Non Residential Residential Agricultural Loans-to

Construction Farmland Real Estate Real Estate Production Commercial Individuals Other

20 1 4 Loan Class Pass $ 1 1 274 $ 20488 $ 1 0941 2 $ 1 35059 $ 1 2530 $ 45386 $ 57280 $ 5738 Special mention 1 261 Substandard 2925 5879 1 1 79 554 Doubtful Total $ 1 4 1 99 $ 20488 $ 1 15291 $ 1 37499 $ 1 2530 $ 45940 $ 57280 $ 5738

201 3 Loan Class Pass $ 1 6327 $ 1 6505 $ 98646 $ 1 29428 $ 1 2 1 28 $ 38282 $ 42883 $ 6206 Special mention 892 5667 448 840 2503 Substandard 3471 560 5 138 488 Doubtful Total $ 1 9798 $ 1 7397 $ 1 04873 $ 1 3501 4 $ 1 2968 $ 41 273 $ 42883 $ 6206

The Bank evaluates the loan risk grading system definitions and allowance for loan loss methodology on an ongoing basis No significant changes were made to either during the past year

The accrual of interest on loans is discontinued at the time the loan is 90 days past due unless the credit is well-secured and in process of collection Past due status is based on contractual terms of the loan In all cases loans are placed on non-accrual or charged-off at the earlier date if collection of principal and interest is considered doubtful

All interest accrued but not collected for loans that are placed on non-accrual or charged-off is reversed against interest income The interest on these loans is accounted for on the cash-basis or cost-recovery method until qualifying for return to accrual Loans are returned to accrual status when all principal and interest amounts contractually due are brought current and future payments are reasonably assured

Notes to Consolidated Financial Statements

The following tables present the Corporation s loan portfolio aging analysis at December 31 (Dollars in thousands)

Non Residential Residential Agricultural Loans to

Construction Farmland Real Estate Real Estate Production Commercial Individuals Other Total

201 4 30-89 days past due $ $ $ 1 92 $ $ $ $ 707 $ 23 $ 922 90 days or greater

past due or nonaccrual 1 68 6327 551 92 2 7 140 Total past due and

nonaccrual 360 6327 551 799 25 8062 Current loans 1 4 1 99 20488 1 1 4931 1 31 1 72 1 2530 45389 56481 57 13 400903

Total loans receivable 1 4 1 99 20488 1 1 5291 1 37499 1 2530 45940 57280 5738 408965

Total loans 90 days or greater and accruing $ $ $ $ 571 1 $ $ $ 92 $ 2 $ 5805

2013 30-89 days past due $ $ $ 312 $ 57 $ $ $ 529 $ 28 $ 926 90 days or greater

past due or nonaccrual 770 4791 347 75 5983

Total past due and nonaccrual 1 082 4848 347 604 28 6909

Current loans 1 9798 1 7397 1 03791 1 301 66 1 2968 40926 42279 6 178 373503

Total loans receivable 1 9798 1 7397 1 04873 1 3501 4 1 2968 41273 42883 6206 38041 2

Total loans 90 days or greater and accruing $ $ $ 209 $ 3683 $ $ $ 75 $ $ 3977

A loan is considered impaired in accordance with the impairment accounting guidance (ASC 31 0-1 0-35-1 6) when based on current information and events it is probably the Corporation will be unable to collect all amounts due from the borrower in accordance with the contractual terms of the loan Impaired loans include non-performing commercial loans but also include loans modified in troubled debt restructurings where concessions have been granted to borrowers experiencing financial difficulties These concessions could include a reduction in the interest rate on the loan payment extensions forgiveness of principal forbearance or other actions intended to maximize collection

Included in certain loan categories in the impaired loans are troubled debt restructurings that were classified as impaired At December 31 201 4 and 201 3 the Corporation had $895 and $907 thousand respectively of commercial and non-residential real estate loans $76 and $76 thousand respectively in residential loans and $1 and $5 thousand respectively in consumer loans that were modified in troubled debt restructurings and impaired and that were performing in accordance with their modified terms

When economic concessions have been granted to borrowers who have experienced financial difficulties the loan is considered a troubled debt restructuring These concessions typically result from our loss mitigation activities and could include reductions in the interest rate payment extensions forgiveness of principal forbearance or other actions Troubled debt restructurings are considered impaired at the time of restructuring and typically are returned to accrual status after considering the borrowers sustained repayment performance as agreed for a reasonable period of at least six months or once the granted concessions have ended or are no longer applicable

As of December 31 201 4 and 201 3 the Bank had troubled debt restructurings all modification of payment terms with a recorded balance at original cost of $895 and $907 thousand respectively and consists of four commercial and non-residential real estate loans for both years which are all performing in accordance with the modified terms of the loan All four loans were added as troubled debt restructuring during the fourth quarter of 201 3 There was no difference between pre-modification and post-modification balances As of December 31 201 4 and 2013 the loans totaling $895 and $907 thousand respectively are on non-accrual and considered impaired by the Bank Based on the fair value of the collateral specific reserves required on the loans totaled $108 and $98 thousand as of December 31 201 4 and 2013 respectively During the years ended December 31 201 4 and 2013 there were no defaults of loans that had been modified as a troubled debt restructuring in the 1 2 month period prior to default

Notes to Consolidated Financial Statements I l l Loans cont

The following tables present the impaired loan balances (loans on non-accrual status) at December 31 (Dollars in thousands)

Non Residential Residential

Real Real Agricultural Loans to

Construction Farmland Estate Estate Production Commercial Individuals Other

20 1 4 Loans with out a specific

valuation al lowance Recorded balance $ $ $ 92 $ $ $ 487 $ $ Unpaid principal balance 92 487 Specific allowance Average investment in

impaired loans 278 4 1 99 1 02

Loans with a specific valuation al lowance

Recorded balance $ $ $ 76 $ 61 6 $ 63 Unpaid principal balance 76 61 6 63 Specific allowance 66 1 08 31 Average investment in

impaired loans 369 1 1 48 694

Total loans receivab l e Total Recorded balance $ $ $ 1 68 $ 61 6 $ $ 551 $ $ $ 1 335 Unpaid principal balance $ $ $ 1 68 $ 61 6 $ $ 551 $ $ $ 1 335 Specific allowance $ $ $ 66 $ 1 08 $ $ 31 $ $ $ 205 Average investment in

impaired Joans $ $ $ 648 $ 5346 $ $ 796 $ $ $ 6790

2013 Loans without a specific

valuation al lowance Recorded balance $ $ $ 299 $ 1 098 $ $ $ $ Unpaid principal balance 299 1 098 Specific allowance Average investment in

impaired loans 4037 280 5226 1 7 12

Loans with a specific valuation al lowance

Recorded balance $ $ $ 261 $ $ 347 Unpaid principal balance 261 347 Specific allowance 1 1 2 1 07 Average investment in

impaired loans 306 8201 530

Total loans receiva ble Total

Recorded balance $ $ $ 560 $ 1 098 $ $ 347 $ $ $ 2005 Unpaid principal balance $ $ $ 560 $ 1 098 $ $ 347 $ $ $ 2005 Specific allowance $ $ $ 1 1 2 $ $ $ 1 07 $ $ $ 219 Average investment in

impaired Joans $ 4037 $ $ 586 $1 3427 $ $ 2242 $ $ $ 20292

There was no Interest income recognized on a cash basis or accrual basis for 2014 or 2013 on impaired loans

Notes to Consolidated Financial Statements

Ill Loans cont

The following tables present the balance in the allowance for loan losses and the recorded investment in loans based on portfolio segment and impairment methods at December 31 (Dollars in thousands)

Non Residential Residential Agricultural Loans to Other

Construction Farmland Real Estate Real Estate Production Commercial Individuals Loans Unallocated Total

20 1 4 Allowance for loan losses Balance beginning of year $ 473 $ i 9 $ 700 $ i 32i $ i 4 $ 56i $ i 22 $ 30 $ - $ 3241 Provision charged to

expense (289) 68 762 (27) 2i (96) 699 2 i 2 i 351 Losses charged off (324) (i 79) (7i) (270) (i32) (971 Recoveries 34 49 i 3 i 8 i 55 23 29 Balance end of year $ 2i8 $ 87 $ i i 87 $ i i 28 $ 35 $ 4i 2 $ 706 $ i 33 $ - $ 3901

Ending balance individually evaluated for impairment $ $ $ 66 $ i 08 $ $ 3i $ $ $ - $ 20[

Ending balance collectively evaluated for impairment $ 2i 8 $ 87 $ i i 21 $ 1 020 $ 35 $ 381 $ 706 $ 1 33 $ - $ 370

Loans Ending balance $ 1 4 1 99 $20488 $1 1 5291 $ 1 37499 $ 1 2530 $45940 $ 57280 $ 5738 $ - $ 40896 Ending balance individually

evaluated for impairment $ $ $ i 68 $ 61 6 $ $ 551 $ $ $ - $ 1 33 Ending balance collectively

evaluated for impairment $14 i 99 $20488 $1 1 5 1 23 $ 1 36883 $ 1 2530 $45389 $57280 $ 5738 $ - $ 40763(

2013 Allowance for loan losses Balance beginning of year $ 243 $ 23 $ 848 $ 2040 $ 1 7 $ 456 $ 285 $ 7 $ 52 $ 397 Provision charged to

expense 230 (4) 378 1 077 (3) 630 (1 50) 1 37 (52) 224 Losses charged off (543) (i 830) (538) (203) (1 4 i ) (325t Recoveries 1 7 34 1 3 1 90 27 28

Balance end of year $ 473 $ 1 9 $ 700 $ i 32i $ i 4 $ 56i $ i 22 $ 30 $ - $ 324(

Ending balance individually evaluated for impairment $ $ $ 1 1 2 $ $ $ i 07 $ $ $ - $ 2if

Ending balance collectively evaluated for impairment $ 473 $ i 9 $ 588 $ 1 32i $ i 4 $ 454 $ i 22 $ 30 $ - $ 302middot

Loans Ending balance $i 9798 $1 7397 $i 04873 $ i 35014 $ 1 2968 $41 273 $ 42883 $ 6206 $ - $ 38041 Ending balance individually

evaluated for impairment $ $ $ 560 $ i 098 $ $ 347 $ $ $ - $ 200( Ending balance collectively

evaluated for impairment $i 9798 $ i 7397 $i 0431 3 $ i 339i 6 $ 1 2968 $40926 $42883 $ 6206 $ - $ 37840i

Notes to Consolidated Financial Statements

I I I Loans cont

Managements opinion as to the ultimate collectability of loans is subject to estimates regarding future cash flows from operations and the value of property real and personal pledged as collateral These estimates are affected by changing economic conditions and the economic prospects of borrowers

Allowance for Loan Losses The allowance for loan and lease losses (allowance) represents managements estimate of the reserve necessary to adequately account for probable losses that could ultimately be realized from current loan exposures In determining the adequacy of the allowshyance management relies predominately on a disciplined credit review and approval process The review process is directed by overall lending policy and is intended to identify at the earliest possible stage borrowers who might be facing financial difficulty

Loans for which it is probable that the Bank will not collect all principal and interest due according to the contractual terms are identishyfied as impaired The impairment for each applicable loan is quantified and specific loss exposures are allocated within the allowance Loans that are in non accrual status are generally considered impaired

A detailed analysis is performed on each loan that is not impaired but poses sufficient risk to warrant in-depth review These are loans that have been classified as substandard or are on the Banks internal watch list Due to the elevated risk inherent in these Joans management has determined that it is appropriate to quantify the potential loss within the pool of classified loans by estimating each loans collateral shortfall These collateral shortfall estimates are incorporated in the determination of the adequacy of the allowance

In estimating the risk of loss in the remaining portion of the loan portfolio identified as non-classified management establishes base Joss estimations which are derived from the historical Joss experience over the past three calendar years These base loss estimations are then adjusted after consideration ofnine different qualitative factors

Notes to Consolidated Financial Statements

IV Loan Servicing

Real estate loans serviced for others are not included in the accompanying consolidated balance sheets The risks inherent in mortgage servicing assets relate primarily to changes in prepayments that result from shifts in mortgage interest rates The unpaid principal balances of mortgage loans serviced for others was $3528 million and $3567 million at December 31 201 4 and 201 3 respectively The fair value of mortgage servicing rights at December 31 201 4 and 201 3 was approximately $31 million and $33 million respectively The fair value of servicing rights was determined using discount rates ranging from 950 to 1 000 percent and prepayment speeds principally ranging from 903 to 1 1 20 percent depending on the stratification of the specific right

The Corporation changed its method of amortizing mortgage servicing rights during 201 3 from the straight-line amortization method to a methodology based on anticipated prepayment assumptions Amortization expense for 2013 would have been $1 068 thousand if the straight-line method was used

Custodial escrow balances maintained in connection with the foregoing loan servicing and included in demand deposits were $37 million and $4 1 million at December 31 201 4 and 201 3 respectively

Following is a summary of the mortgage servicing rights capitalized and amortized (Dollars in thousands)

20 1 4 2013 2012

Balance beginning of year $ 2524 $ 21 83 $ 1 876 Mortgage servicing rights capitalized 331 847 1 31 9 Mortgage servicing rights amortized (408) 506) (1 01 2) Recorded balance end of year $ 2447 $ 2524 $ 21 83

Fair value end of year $ 31 38 $ 3273 $ 21 83

Notes to Consolidated Financial Statements

V Land Premises and Equipment

A summary of land premises and equipment by asset classification at December 31 is as follows (Dollars in thousands)

20 1 4 2013

Land $ 7895 $ 7895 Premises 1 7 697 1 8297 Furniture fixtures and equipment 7867 791 7 Vehicles 1 1 0 1 1 0

33569 34219 Accumulated depreciation (1 241 2) (1 2281) Land premises and equipment net $ 21 1 57 $ 21 938

Depreciation expense for the years ended December 31 201 4 201 3 and 201 2 was $1 4 million $1 4 million and $1 i million respectively Leasehold improvements are capitalized and depreciated using the straight-line method over the terms of the respective leases or the estimated useful lives of the improvements whichever is shorter Expected terms include lease option periods to the extent that the exercise of such options is reasonably assured

Pursuant to the terms of noncancelable lease agreements in effect at December 31 2014 pertwning to banking premises and equipment future minimum rent commitments under various operating leases are as follows for years ended December 31 (Dollars in thousands)

2015 2016 2017 201 8 2019 Thereafter Total

$ 303 $ 306 $ 1 91 $ 79 $ 79 $ 298 $ i 257

The leases contain options to extend for periods from five to 50 years The cost of exercising such options is not included above Total rent expense for the years ended December 31 201 4 201 3 and 201 2 amounted to approximately $336 $334 and $426 thousand respectively

Notes to Consolidated Financial Statements

VI Deposits

Time deposits greater than or equal to $100 thousand were $653 million and $723 million at December 31 201 4 and 201 3 respectively Interest expense on these deposits was $08 million $1 1 million and $1 4 million in 201 4 201 3 and 201 2 respectively

At December 31 2014 the scheduled maturities of time deposits are as follows (Dollars in thousands

2015 201 6 201 7 2018 2019 Total

$ 66577 $ 26867 $ 32074 $ 1 4084 $ 1 1 81 0 $ 1 51 41 2

Interest-bearing deposits at December 31 consist of the following (Dollars in thousands)

20 1 4

201 3

NOW and Money Market

$ 229355

$ 225263

Savings

$ 55301

$ 53326

Time $100000 and over

$ 65267

$ 72339

Time Other

$ 86145

$ 93065

Total

$ 436068

$ 443993

The aggregate amount of deposit overdrafts included in loans at December 31 201 4 and 201 3 was $244 and $1 91 thousand respectively

VII Borrowings

The Bank has the ability to borrow from the Federal Home Loan Bank with borrowings collateralized by first mortgage loans mulshytifamily and farmland loans under a blanket lien agreement in the amount of approximately $60 million Based on this collateral and the Banks holdings of FHLB stock the Bank is eligible to borrow up to approximately $38 million at year-end 201 4

During 201 2 and in conjunction with the purchase of 392663 treasury shares of stock the Corporation borrowed $6 million from a correspondent bank pursuant to a newly established line of credit The borrowings bear an interest rate equal to the lenders prime rate with a minimum rate of 325 At December 31 201 4 the rate was 325 and the balance outstanding was $36 million The Corporation was required to make quarterly interest-only payments on this line of credit through December 31 201 3 after which in addition to quarterly interest payments the Corporation must make equal annual principal payments of $1 2 million through December 31 201 7 when the line of credit matures There is no prepayment penalty associated with the borrowing should the Corporation decide to repay the debt prior to maturity

As of December 31 201 4 the Bank was not in compliance with one of the note covenants relating to annual return on assets The note contains certain covenants including financial covenants for the Bank which must be met at all times Should the Corporation or the Bank be found not compliant with them during the term of the note there are remedies the issuing financial institution shall have the right to enforce including that the note could become immediately due and payable The issuing financial institution has approved the noncompliance for the fourth quarter ended December 31 201 4

Notes to Consolidated Financial Statements

VI II I n come Taxes

Income taxes reflected in the consolidated statements of operations consist of the following (Dollars in thousands)

20 1 4 2013 Current payable

Federal $ 30 $ 96 State 80

Deferred tax benefit 60 1 96 Income tax expense $ 90 $ 372

The Corporations income tax expense beneflt) differed from the federal statutory rate of 34 as indicated in the following analysis

(Dollars in thousands)

20 1 4 2013

Tax based on statutory rate $ 388 $ 458 State taxes net of federal tax benefit (1 06) 53 Effect of tax-exempt income (31 0) (276) Other net 1 1 8 1 37 Income tax expense $ 90 $ 372

The Corporation has the following deferred tax assets and liabilities at December 31 (Dollars in thousands)

Deferred tax assets Deferred tax liabilities

Net deferred tax assets

20 1 4

$ 31 07 (2782)

$ 325

2013

$ 2982 (2637)

$ 345

2012

$ 1 234 727 (68)

$ 1 893

2012

$ 1 875 390 (31 4)

(58) $ 1 893

The components of deferred income taxes were principally related to the allowance for loan losses other real estate owned write-downs differences in amortization of core deposit intangible assets depreciation and mortgage servicing rights Deferred tax liabilities related to unrealized losses and gains on securities available for sale are $260 and $296 thousand at December 31 201 4 and 201 3 respectively

The Corporation files income tax returns in the US federal jurisdiction and the State of Illinois The Corporation is no longer subject to US federal or state income tax examination by tax authorities for years before 201 1

Notes to Consolidated Financial Statements

IX Employee Benefits

Substantially all employees are covered by a profit sharing plan The contribution determined in accordance with the provisions of the plan was $i 72 thousand $i 23 thousand and $207 thousand in 20i 4 20i 3 and 20i 2 respectively

Under the Corporations Employee Stock Option Plan the Corporation may grant options to its key employees for up to 1 00000 shares of common stock The exercise price of each option equals the market price of the Corporations stock on the date of grant and the options maximum term is ten years The vesting period is three years from the date of grant GAAP provisions require that compensation cost relating to share-based payment transactions be recognized in the financial statements with measurement based upon the fair value of the equity or liability instruments issued For the year ended December 3i 20i 2 the Corporation recognized $i i 3 thousand in compensation expense for stock options For the year ended December 3i 20i 3 the Corporation recognized $97 thousand in compensation expense for stock options For the year ended December 3i 20i 4 the Corporation recognized no compensation expense for stock options

The activity in the plan is summarized as follows

Outstanding at beginning of year Granted Exercised Forfeitedexpired Outstanding at end of year

Options exercisable at year-end

Non-vested options beginning of year Granted Vested Forfeitedexpired Non-vested options at year end

Shares

85998

(i 000)

84998

84998

20 1 4

Weighted Weighted Average Average

Exercise Price Contractual Term

$ 4762

3200

$ 4748

$ 4748

2 0 1 4

Number of Shares

8333

(8333)

(in years)

35

35

Weighted Average

Grant Date Fair Value

$ 3200

3200

$

2013

Weighted Weighted Shares Average Average

Exercise Price Contractual Term (in years)

88998 $ 4709

(667) 3200 (2333) 3747

85998 $ 4762 48

77665 $ 4929 4i

2013

Weighted

Number of Average

Grant Date Shares Fair Val u e

i 9333 $ 3200

(i 1 000) 3200

8333 $ 3200

The fair value of each option is estimated using Black-Scholes option-pricing model which requires the use of subjective valuation assumptions The expected volatility is based on historical volatility of the Corporations stock price The risk-free interest rates for periods within the contractual life of the awards are based on the US Treasury yield curve in effect at the time of the grant The expected life is based on historical exercise experience The dividend yield assumption is based on the Corporations history and expectation of dividend payouts There were no options granted in 20i 3 or 20i 4

At December Si 20i 4 there was no unrecognized cost related to non-vested stock options granted under the Employee Stock Option Plan

Notes to Consolidated Financial Statements

IX Emp loyee Benefits cont

The following table summarizes restricted stock activity

20 1 4 2013

Weighted Average Weighted Average Number of Grant Date Number of Grant Date

Shares Fair Value Shares Fair Value

Balance beginning of year 8959 $ 4000 $ Granted 8959 4000 Forfeited (888) 4000 Earned and issued (2250) 4000 Balance end of period 5821 $ 4000 8959 $ 4000

The fair value of the restricted stock awards is amortized to compensation expense over the vesting period (forty months) and is based on the market price of the Corporations common stock at the date of grant multiplied by the number of shares granted that are expected to vest At the date of grant the par value of the shares granted was recorded in equity as a credit to common stock and a debit to paid-in capital The weighted-average grant date fair value of restricted stock granted during the year ended December 31 201 4 was $4000 per share or $358 thousand Stock-based compensation expense for restricted stock for the year ended December 31 201 3 was $90 thousand Stock-based compensation expense for restricted stock during the year ended December 31 201 4 was $1 29 thousand Unrecognized compensation expense for non-vested restricted stock awards was $139 thousand and is expected to be recognized over a weighted average period of 34 months

X Related Party Transactions

The Bank has entered into transactions with certain directors executive officers significant stockholders and their affiliates or associshyates (related parties) Such transactions were made in the ordinary course of business on substantially the same terms and conditions including interest rate and collateral as those prevailing at the same tirne for comparable transactions with other customers and did not in the opinion of management involve more than normal credit risk or present other unfavorable features

Annual loan activity consisted of the following (Dollars in thousands

20 1 4 2013

Beginning balance $ 1 1 29 $ 1 1 63 New Joansadvances 1 94 46 Repayments (245) (80) Ending balance $ 1 078 $ 1 1 29

Deposits from related parties held by the Bank at December 31 201 4 and 201 3 amounted to $32 million and $37 million respectively

middot middot

XI Commitments and Contingencies

In the normal course of business the Bank makes various commitments and incurs certain contingent liabilities that are not reflected in the accompanying consolidated financial statements The credit risk associated with loan commitments and standby letters of credit is essentially the same as that involved with extending Joans to customers and is subject to the Banks credit policies Collateral or other security is normally not obtained for these financial instruments prior to their use and many of the commitments are expected to expire without being used

The following commitments existed at December 31 (Dollars in thousands

20 1 4 2013

Commitments to extend credit Fixed $ 33441 $ 26551 Variable 25597 24400

Standby letters of credit $ 483 $ 21 1

Notes to Consolidated Financial Statements

XII Reg u l atory M atters

The Bank is required to maintain average reserve balances with the Federal Reserve Bank based upon deposit levels and other facshytors The amount of those reserve balances for the years ended December Si 20i 4 and 20i 3 was approximately $i 00 thousand

Dividends are paid by the Corporation from its funds which are mainly provided by dividends from the Bank However national banking regulations and capital guidelines limit the amount of dividends that may be paid by banks

Banks and bank holding companies are subject to regulatory capital requirements administered by federal banking agencies Capital adequacy guidelines and additionally for banks prompt corrective action regulations involve quantitative measures of assets liabilities and certain off-balance-sheet items calculated under regulatory accounting practices Capital amounts and classificashytions are also subject to qualitative judgements by regulators Failure to meet capital requirements can initiate regulatory action Prompt corrective action provisions are not applicable to bank holding companies Furthermore the Banks regulators could require adjustments to regulatory capital not reflected in the financial statements

Prompt corrective action regulations provide five classifications well capitalized adequately capitalized undercapitalized significantly undercapitalized and critically undercapitalized although these terms are not used to represent overall financial condition If undershycapitalized capital distributions are limited as is asset growth and expansion and capital restoration plans are required

At December 3i 20i 4 the most recent notification from the Banks and Corporations regulator categorized the Bank as well capitalshyized under the regulatory framework for prompt corrective action To be categorized as well capitalized an institution must maintain minimum total risk-based Tier i risk-based and Tier i leverage ratios as set forth in the following tables There are no conditions or events since the notification that management believes have changed the Banks category The Banks and the consolidated Corporations actual capital amounts and ratios at December Si are presented in the table

Actual and required capital amounts and ratios are presented below at year-end (Dollars in thousands)

Minimum Minimum To Be For Capital Well-Capitalized

Actual Adequacy Purposes Under Bank Regulatory Capital Requirements

Amount Ratio Amount Ratio Amount Ratio 20 1 4 Total capital to risk weighted assets

Consolidated $ 56026 i 249 $ 35885 800 NIA NIA Bank 58957 i S i5 S5867 800 $ 448S4 i 000

Tier i (core) capital to risk weighted assets Consolidated 52i 2i i i 62 i 7942 400 NIA NIA Bank 55052 i 228 i 79S2 400 26898 600

Tier i (core) capital to average assets Consolidated 52 1 21 809 25768 400 NIA NIA Bank 55052 855 25908 400 S2i 94 500

20i3 Total capital to risk weighted assets

Consolidated $ 54577 i 289 $ S5995 800 NIA NIA Bank 56952 1S53 SS675 800 $ 42093 1 000

Tier 1 (core) capital to risk weighted assets Consolidated 5i S37 1 2 1 3 1 5931 400 NIA NIA Bank 5371 2 1 276 i 6838 400 25256 600

Tier 1 (core) capital to average assets Consolidated 5i 3S7 804 25306 400 NIA NIA Bank 537i 2 842 25675 400 31 895 500

Notes to Consolidated Financial Statements

XII I Earnings Per Share

The factors used in the earnings per share computation are as follows (Dollars in thousands except per share data)

20 1 4 2013 2012

Income Weighted- Per Share Income Weighted- Per Share Income Weighted- Per Share Average Amount Average Amount Average Amount Shares Shares Shares

Basic earnings per share Net income $ 1 050 1 048g23 $ 1 00 $ 976 1 043765 $ 94 $ 3622 1 352929 $ 268 Effect of assumed exercise

of stock options and restricted stock awards 1 831 9786 NIA

Diluted earnings per share Net income $ 1 050 1 050754 $ 1 00 $ 976 1 053551 $ 93 $ 3622 1 352g2g $ 268

Options to purchase 68500 68500 and 88998 shares of common stock were outstanding at December 31 201 4 201 3 and 201 2 but were not included in the computation of diluted EPS because the options exercise price was greater than the average market price of the common shares for each period

Notes to Consolidated Financial Statements

XIV Fair Val u e Measurements

ASC Topic 820 Fair Value Measurements defines fair value as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market parshyticipants at the measurement date Topic 820 also specifies a fair value hierarchy which requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value The standard describes three levels of inputs that may be used to measure fair value

Level i Quoted prices in active markets for identical assets Level 2 Observable inputs other than Level i prices such

as quoted prices for similar assets quoted prices in markets that are not active or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities

Level 3 Unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets

Following is a description of the valuation methodologies and inputs used for assets and liabilities measured at fair value on a recurring basis and recognized in the accompanying balance sheets as well as the general classification of such assets and liabilities pursuant to the valuation hierarchy

Securities Available for Sale

Securities classified as available for sale are reported at fairvalue utilizing Level 2 inputs Except for equity securities unadjusted quoted prices in active markets for identical assets are utilized to determine fair value at the measurement date which are conshysidered Level i inputs For all other securities the Corporation obtains fair value measurements from an independent pricing sershyvice The fair value measurements consider observable data that may include dealer quotes market spreads cash flows the US Treasuryyield curve live trading levels trade execution data market consensus prepayment speeds credit information and the bonds terms and conditions among other things

Certain financial assets and financial liabilities are measured at fair value on a nonrecurring basis that is the instruments are not measured at fair value on an ongoing basis but are subject to fair value adjustments in certain circumstances (for example when there is evidence of impairment) At December 3i 20i 3 other real estate owned measured at fair value was $7 5 million using a combination of observable inputs including recent appraisshyals and unobservable inputs based on customized discounting criteria Due to the significance of the unobservable inputs all other real estate owned fair values have been classified as Level 3 Rnancial assets and financial liabilities excluding impaired Joans measured at fair value on a nonrecurring basis were not significant at December 31 201 4 and 2013

The following tables summarize financial assets measured at fair value at December 31 segregated by the level of the valuation inputs within the fair value hierarchy utilized to measure fair value (Dollars in thousands)

Level 1 Level 2 Level 3 Total 20 1 4 Inputs Inputs Inputs Fair Value Recurring

$ Equity securities $ 456 $ $ 456 Securities available for sale $ $ i 27768 $ $ 1 27768

Nonrecurring $ Impaired Joans $ $ 1 069 $ 1 069

other real estate owned $ $ $ 3375 $ 3375

201 3 Recurring

$ $ Equity securities $ 2405 $ 2405 Securities available for sale $ $ i 4706i $ $ 1 4706i

Nonrecurring $ Impaired loans $ $ 91 6 $ 9 1 6

Other real estate owned $ $ $ 832 $ 832

Notes to Consolidated Financial Statements

XI Fair Value of Financial Instruments

The canying amount and fair value of the Corporations other financial instruments at December 31 are set forth below (Dollars in thousands)

Financial assets Cash and cash equivalents Restricted stock -Loans held for sale Loans net Accrued interest receivable

Financial liabilities Deposits Other borrowings Accrued interest payable

Commitments to orginate loans

Letters of credit

Lines of credit

Forward sale commitments

Carrying Amount

$ 2671 5 1 647 2432

405059 3369

$ 548940 3600

52

2014 201 3

Fair Value Carrying Amount

$ 2671 5 $ 36838 1 647 1 494 2432 5902

405027 377172 3369 2820

$ 51 3334 $ 549645 3600 4800

52 66

Fair Value

$ 36838 1 494 5902

377166 2820

$ 502487 4800

66

Notes to Consolidated Financial Statements

XV Fair Val u e of Financial Instrum ents cont

Nonrecurring Measurements Following is a description of the valuation methodologies and inputs used for assets measured at fair value on a nonrecurring basis and recognized in the accompanying balance sheets as well as the general classification of such assets pursuant to the valuation hierarchy For assets classified within Level 3 of the fair value hierarchy the process used to develop the reported fair value is described below

Other Real Estate Owned Other real estate owned (OREO) is carried at fair value Jess estimated cost to sell when the real estate is acquired Estimated fair value of OREO is based on appraisals or evaluations OREO is classified within Level 3 of the fair value hierarchy

Appraisals of OREO are obtained when the real estate is acquired and subsequently as deemed necessary by the Banks manageshyment Appraisals are reviewed for accuracy and consistency by the Bank Appraisers are selected from the list of approved appraisers maintained by management

Collateral-dependent Impaired Loans Net of ALLL The estimated fair value of collateral-dependent impaired Joans is based on the appraised fair value of the collateral Jess estimated cost to sell Collateral-dependent impaired Joans are classified within Level 3 of the fair value hierarchy

The Bank considers the appraisal or evaluation as the starting point for determining fair value and then considers other factors and events in the environment that may affect the fair value Appraisals of the collateral underlying collateral-dependent Joans are obtained when the loan is determined to be collateral-dependent and subsequently as deemed necessary by the Banks management Appraisals are reviewed for accuracy and consistency by the Bank Appraisers are selected from the list of approved appraisers mainshytained by management The appraised values are reduced by discounts to consider lack of marketability and estimated cost to sell if repayment or satisfaction of the Joan is dependent on the sale of the collateral These discounts and estimates are developed by the credit department by comparison to historical results

Notes to Consolidated Financial Statements

XV Fair Val ue of Financial Instruments cont

Unobservable (Level 3) Inputs The following table presents quantitahve information about unobservable inputs used in recurring and nonrecurring Level s fair value measurements other than goodwill (Dollars in thousands)

Other real estate owned

middot Collateral-dependent impaired loans

Other real estate owned

Collateral-dependent impaired loans

Fair Value at 123 114

$ 3375

$ 1 069

Fair Value at 123113

$ 832

$ 91 6

Sensitivity of Significant U nobservable Inputs The following is a discussion of the sensitivity of significant unobshyservable inputs the interrelationships between those inputs and other unobservable inputs used in recurring fair value measureshyment and of how those inputs might magnify or mitigate the effect of changes in the unobservable inputs on the fair value measurement

The following follows the Fair value table The following methods were used to estimate the fair value of all other financial instruments recognized in the accompanying balshyance sheet at amounts other than fair value

Cash and Cash Equivalents The carrying amount approximates fair value

Loans Held For Sale The carrying amount approximates fair value due to the insigshynificant time between origination and date of sale The carrying amount is the amount funded and accrued interest

Loans

Fair value is estimated by discounting the future cash flows using the market rates at which similar notes would be made to borshyrowers with similar credit ratings and for the same remaining maturities The market rates used are based on current rates the Bank would impose for similar loans and reflect a market parshyticipant assumption about risks associated with nonperformance illiquidity and the structure and term of the loans along with local economic and market conditions

Restricted Stock Fair value is estimated at book value due to restrictions that limit the sale or transfer of such securities

Valuation Unobservable Range Technique Inputs (Weighted

Market comparable Comparability Average)

properties adjustments () Not available

Market comparable Marketability properties discount 1 0 - 1 5 (1 2)

Valuation U nobservable Range Technique Inputs (Weighted

Market comparable Comparability Average)

properties adjustments () Not available

Market comparable Marketability properties discount 1 0 - 1 5 (1 2)

Accrued Interest Receivable and Payable

The carrying amount approximates fair value The carrying amount is determined using the interest rate balance and last payment date

Deposits and Other Borrowings Fair value of term deposits is estimated by discounting the future cash flows using rates of similar deposits with similar maturities The market rates used were obtained from a knowledgeable independent third party and reviewed by the Corporation The rates were the average of current rates offered by local competishytors of the bank subsidiaries

The estimated fair value of demand NOW savings money marshyket deposits and other borrowings is the book value since rates are regularly adjusted to market rates and amounts are payable on demand at the reporting date

Commitments to Originate Loans Forward Sale Commitments Letters of Credit and Lines of Credit The fair value of commitments to originate loans is estimated using the fees currently charged to enter into similar agreements taking into account the remaining terms of the agreements and the present creditworthiness of the counterparties For fixedshyrate loan commitments fair value also considers the difference between current levels of interest rates and the committed rates

The fair value of commitments to sell securities is estimated based on current market prices for securities of similar terms and credit quality

The fair values of letters of credit and lines of credit are based on fees currently charged for similar agreements or on the estimated cost to terminate or otherwise settle the obligations with the counterparties at the reporting date

Notes to Consolidated Financial Statements

XVI Accumul ated Comprehensive Income (Loss)

The components of accumulated other comprehensive income loss) included in stockholders equity are as follows (Dollars in thousands)

Net unrealized gains (Joss) on available for sale securities Tax effect Net-of-tax amount

20 1 4

$ 766 (260)

$ 506

2013

$ (871) 296

$ (575)

Amounts reclassified from accumulated other comprehensive income and the affected line items in the statements of income during the years ended December 31 were as follows

Affected line item in 20 1 4 2013 2012 the statements of

income

Net realized gains of Unrealized gains on securities available for sale $ 368 $ 434 $ 2084 sales of available for-sale

securities

Tax effect (1 26) (i 48) (709) Income taxes Total reclassification out of accumulated other comprehensive income $ 242 $ 286 $ 1 375 Net reclassified

amount

XVII Goodwill and Acquired Intangible Assets

The Corporations goodwill and intangible assets are as follows There was no Impairment of goodwill or intangible assets in 2014 or 2013 (Dollars in thousands)

20 1 4 2013

Goodwill $ 3265 $ 3265 Core deposit intangibles $ 1 805 $ 1 805 Non-compete agreement 375 375 Intangible assets 21 80 2 180 Less accumulated amortization 2 180 2090

Total intangible assets $ $ 90

Aggregate amortization expense for years ended December 31 2014 201 3 and 201 2 was $90 $181 and $1 80 thousand respectively

XVI II Subsequent Events

Management evaluated subsequent events through February 27 201 5 the date the consolidated financial statements were available to be issued Events or transactions occurring after December 31 2014 but prior to February 27 2015 that provided additional evidence about conditions that existed at December 31 2014 have been recognized in the consolidated financial statements for the year ended December 31 2014 Events or transactions that provided evidence about conditions that did not exist at December 31 201 4 but arose before the consolidated financial statements were available to be issued have not been recognized in the consolidated financial statements for the year ended December 31 2014

This information is an Integral part of the accompanying consolidated financial statements

Independent Auditors Report

CPAs amp Advisors

Board of Directors

NI Bancshares Corporation

Sycamore Illinois

We have audited the accompanying consolidated financial statements of NI Bancshares Corporation which comprise

the consolidated balance sheets as of December 3 1 2014 and 2013 and the related consolidated statements of income

comprehensive income (loss) stockholders equity and cash flows for the years ended December 3 1 2014 2013 and 2012 and the related notes to the consolidated financial statements

Managements Responsibility for the Financial Statements

Management is responsible for the preparation and fair presentation of these consolidated financial statements in accordance

with accounting principles generally accepted in the United States of America this includes the design implementation and

maintenance of internal control relevant to the preparation and fair presentation of consolidated financial statements that are

free from material misstatement whether due to fraud or error

Auditors Responsibility

Our responsibility is to express an opinion on these consolidated financial statements based on our audits We conducted our

audits in accordance with auditing standards generally accepted in the United States of America Those standards require that

we plan and perform the audit to obtain reasonable assurance about whether the consolidated financial statements are free from material misstatement

An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the consolidated

financial statements The procedures selected depend on the auditors judgment including the assessment of the risks of material misstatement of the consolidated financial statements whether due to fraud or error In making those risk

assessments the auditor considers internal control relevant to the Corporations preparation and fair presentation of the

consolidated financial statements in order to design audit procedures that are appropriate in the circumstances but not for

the purpose of expressing an opinion on the effectiveness of the Corporations internal control Accordingly we express no

such opinion An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of

significant accounting estimates made by management as well as evaluating the overall presentation of the consolidated

financial statements

We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion

Opinion In our opinion the consolidated financial statements referred to above present fairly in all material respects the financial position of NI Bancshares Corporation as of December 3 1 2014 and 2013 and the results of its operations and cash flows

for the years ended December 3 1 2014 2013 and 2012 in accordance with accounting principles generally accepted in the United States of America

Decatur Illinois February 27 2015

PRESID ENT I CEO Michael A Cullen

BUSI NESS BANKING Charles C Kaiser Senior Vice President - Business Banking

Michael A Hawley Senior Vice President - Senior Commercial Loan Officer

Grant M Goltz Vice President - Commercial Loan Officer

Lucas G Goucher Vice President - Commercial Loan Officer

Nicholas D Lee Vlce President - Commercial Loan Officer

Robert W Mason Vice President - Commercial Loan Officer

Timothy J Meyer Vice President - Commercial Loan Officer

Sheela Prahlad Vice President - Commercial Loan Officer

CREDIT D EPARTMENT

Karen A Kuppler Senior Vice President - Chief Credit Officer

Gerald W Brantner Vice President - Senior Collector

CONSUM ER BANKING RESIDENTIAL LENDING ORIGINATION

Mark R ODell Vice President - Senior Retail Loan Officer

CONS U M ER BANKING Bradley V Brown Senior Vice President - Consumer Banking (Security Officer)

Terrence M Duffy Senior Vice President - Consumer Banking Division Manager

Ishmael M McGhee Vice President - Consumer Banking Division Manager

Frank P Turza Vice President - Consumer Banking Division Manager

Directory of NBamp T

TRUST D EPARTMENT R David Van Buren Senior Vice President - Trust amp Investments

Stephen J Colianni Vice President -Trust Investment Officer

Stephen G Corcoran Vice President - Employee Benefits Manager

Karen J Daleo Vice President - Trust Tax Manager amp Assistant Secretary

James J Dombek Vice President - Personal Trust Manager amp Secretary

Kathryn J Johnson Vice President -Trust Administrator

Thomas M Sullivan Vice President - Trust Administrator

Carolyn S Swafford Vice President - Trust Administrator

FAR M SERVIC E DEPARTM ENT Scott R Pumroy Vice President - Farm Service Department Manager

OPERATIONS D EPARTMENT

Michelle R Carlson Vice President - Operations

Hien Van Do Vice President - Core Banking Systems Administrator

ACCOUNTING DEPARTM ENT David N McCoy Senior Vice President - Chief Financial Officer

BRAND amp MARKETING Tami J Armstrong Vice President - Brand amp Marketing

H U MAN RESOU RCES Samantha J Dailey Vice President - Human Resources

AUDITING DEPARTMENT Sarah M Taylor Vice President - Internal Audit

EXHIBIT 2A

NI BANCSHARES CORPORATIONS ORGANIZATIONAL CHART

NI BANCSHARES CORPORATIO N

230 W STATE ST SYCAMORE IL 601 78

State of Incorporation = Delaware

1 00

THE NATIONAL BAN K amp TRUST COMPANY OF SYCAMORE

230 W STATE ST SYCAMOR_E IL 601 78

hsults A list of branches for your depostorv nstftution NATIONAL BANK amp TRUST COMPANY OF SYCAMOftE THE (ID_RSSO 534345)

This depository fnstltutlon fs held by NI BANCSHARES CORPORATION (1827893) of SYCAMORE IL

The data are as of 12312014 Data reflects Information that was received and procMsed through 01072JJ1S

Reconciliation and YerfCtton Steps

1 In the Data Action column of each brmch row enter one or more of the actions specifild hilow 2 If required enter the date In the Effective te column

Actions

OK If the branch Information Is COfTect enter OK in the Data Action column

Chan1e If the branch Information Is incorrlCt or Incomplete revrse the data enter Change In the Data Action column and the date when this lnformaUon first beame valid Jn the Etfedive Oatbull column

Cose If a branch llsted was sold or closed enter dose In the Data Action column and thl ule or closure date In the Effective Date column Delete If a branch listed was never owned by th(s depository Institution enter Delltl In thl Oatbull Action column

Add lfa reportable branch Is missing Insert a row add the branch data and enter Add in thl Data Action column and the opening or acquisition date In the Effective Date laquo)lumn

If printing this lrst you may need to adjust your page setup in MS Excel Try uslng landscape orientation p1ae scaling andor liegal sl1ed pa pier

Submission Procedure

When you a finiihed send a savied copy to your FRB contact See the det1iled lmtructions on this site for more Information

If vou are ie-malllng this to your FRB contAct put your Institution name dtyand state In thie subjtct line of the e-mail

Note To satisfy the FR YmiddotlO portln1 rirements you must also submit FR Ymiddot10 Oomes-tic Branch Schedules for each bninch with a Ot Attlon of nae Close Deletl or Add

The FR fmiddotlO rieport may be submitted in a hardcopy format or via the FR Y-10 Online application middot httpsylOonlinefederalreservegov

bull FDIC UNINUM Office Number and ID_RSSD columns are for reference only Verification of these values Is not required

- Effecdw Ote Branch Service Type Bnnch ID Rssobull Popular Name Street Address City NATIONAL BANK amp TRUST COMPANY Of

OK Fun servlCI (Head Offitt) 53045 SYCAMORE THE 230 WEST STATE STREET SYCAMORE

OK Full Service 3310232 2290 SYCAMORE ROAD OfFICE 2290 SYCAMORE ROAD DEKALB

OK Full lce 3735255 BANCO NBampT BRANCH 1029 PLEASANT STREET DEKALB

OK Fullservice 354132 NSampT SQUARE BRANCH 130 WEST LINCOLN HIGHWAY DEKAlB

OK Full Service 3735246 ELBURN BRANCH 930 NORTH MAJN STREET ELBURN

OK Full Service 3310241 GENOA BRANCH 601 PEARSON DRIVE GfNOA

OK Full service 2192507 200 NORTH MAIN STREET OfFICE 200 NORTH MAIN STREET UtANO

OK full Service 4394873 SANDWlCH BRANCH 321 E OIURCH STREET SANDWlCH

OK Fullice 2D8577S SERENA BRANCH US HIGHWAY 52 SOMONAUK ROAD SERENA

OK Full Service 2431457 1425 DEKAl8 AVENUE BRANCH 1425 DEKALB AVENUE SYCAMORE

St1te

IL

IL

IL

IL

IL

IL

IL

IL

IL

IL

Zip Code Countv

60178 DEKALB

60US DEKALB

60115 DEKALB

60U5 DEKALB

60119 KANE

60135 DEKALB

60531 IASAllE

60548 DEKALB

60549 LA SAUE

60178 DEKALB

Country FDIC UNINUMbull Office Numberbull Hbullad Office Head Office ID_RSSD Comments

NATIONAL BANK amp TRUST COMPANY Of

UNITED STATES 6414 0 SYCAMORE THE 534345 NATIONAL BANK amp TRUST COMPANY OF

UNITED STATES 221714 2 SYCAMORE THE 534345 NATIONAL BANK amp TRUST COMPANY Of

UNITpound0 STATES 475977 9 SYCAMORE THE 534345

NATIONAL BANK amp TRUST COMPANY OF

UNITED STATES 10484 5 SYCAMORE THE 534345 NATIONAL BANK amp TRUST COMPANY OF

UNITED SfATES 475976 8 SYCAMORE THE 534345

NATIONAL BANK amp TRUST COMPANY OF

UNITED STATES 424666 4 SYCAMORE THE 534345 NATIONAL BANK amp TRUST COMPANY OF

UNITED STATES 237859 7 SYCAMOftE THE 534345 NATIONAL BANK amp TRUST COMPANY Of

UNITED STAttS 530108 10 SYCAMORE THE 534345 NATIONAL BANK amp TRUST COMPANY Of

UNITED STATES 2318S8 6 SYCAMORE THE 534345 NATIONAL BANK amp TRUST COMPANY OF

UN ITED STATES 264332 1 SYCAMORE THE 534345

Re ort Item 3 Securities Holders

FR Y-6

NI Bancshares Corporation

Sycamore IL

Fiscal Year Ending December 3 1 201 4

Current Securities Holders with ownership control or holdings of 5 or more with power to vote as-of fiscal year end

Securities Holders not listed in 3(1 )(a) through (3)(1 )(c) that had

ownership control or holdings of 5 or more with power to vote

during the fiscal year

(1 )(a)

Name amp Address (City

State Country)

James W Dutton

Tulsa OK USA

Jane Danielson

Freeport ME USA

Anne Pick

St Paul MN USA

(1 )(b)

Country of

Citizenship or

Incorporation

USA

USA

USA

(1 )(c) Number and

Percentage of Each

Class of Voting

Securities

62324 shares 594

84563 shares 806

88480 shares 843

(2)(a) (2)(b)

Country of

Name amp Address Citizenship or

(City State Country) Incorporation

(2)(c) Number and

Percentage of Each

Class of Voting

Securities

FA Y--6

NI Bancshares Corporation Sycamore ll

Ascal Year Ending December 311 2014

(1) (2) (3)(bull) (3)(b) (3)(o) (4)(bull) (4)(b) (4)(o) Percentage of List names of other companies

Percentage of Voting Securities Includeamp partnerships) If 25 or more Voting Securities ln Subsidiaries of voting securftles are held (list

Names amp Address Principal Occupation II other than Title amp Position with Title amp Position with Subsidiaries Title amp Position with Other Businesses Jn Holding (Include names names ol companies and percentage of

(City State Country) with Holding Company Holding Company (Include names of subsidiaries) (Include names ol other businesses) Company of subsidiaries) voting securltles held)

Michael A Cullen NIA Director President amp CEO Director President amp CEO NIA 018 None NIA Sycamore IL USA The National Bank amp Trust

Company of Sycamore

Richard N Anderson President - Anderson Director Director President 159 None Anderson Funeral Home Ltd (100) DeKalb JL USA Funeral Home Ltd The Natrona[ Bank amp Trust Anderson Funeral Home Ltd

Company of Sycamore

John H Boles NIA Director Retired Trust Officer NIA 149 None NIA Sycamore IL USA The National Bank amp Trust

Company of Sycamore

Evelina J Cichy Retired Vice President of Instruction Director Director NA 015 None NIA DeKalb IL USA Klshwaukee College The Natrona Bank amp Trust

Company of Sycamore

James W Dutton CFO Macrosolva lnc Chairman of the Board Chairman of the Board CFO Macrosolve lnc 594 None NIA Tulsa OK USA The Natonal Bank amp Trust

Company of Sycamore

Robert B Johnson Partner - Johnson Farms Director Director Partner 063 None Johnson Farms (40) DeKalb IL USA The National Bank amp Trust Johnson Farms

Company of Sycamore

Robert C Johnson NIA Director Director NIA 034 None NIA DeKalb IL USA The National Bank amp Trust

Company of Sycamore

Kevin P Poorten President amp CEO - Kish Health Syse Director Director NA 005 None NIA DeKalb IL USA The National Bank amp Trust

Company of Sycamore

Douglas C Roberts Private Investor Director Director PresidentmiddotZea mays Holdings LLC 382 None Zea mays Holdngs LLC (100) Sycamore IL USA The National Bank amp Trust

Company of Sycamore

Tmothy P Suter President amp CEO - Suter Company Director Director NA 002 None NIA Sycamore IL USA The Natlonal Bank amp Trust

Company of Sycamore

Report lem 4 Insiders -PAGE 2 of 2

Tami Armstrong NIA NIA VP Brand amp Marketng NIA 0005 None NIA Sycamore IL USA The Natonal Bank amp Trust

Company of Sycamore

Bradley V Brown NIA NIA SVP Consumer Banking NIA 0004 None NIA DeKalb IL USA The Natlonal Bank amp Trust

Company of Sy9amore

Michelle Carlson NIA NIA VP Operallons NIA 0004 None NIA SuQar Grove IL USA The National Bank amp Trust

Company of Sycamore

Sa_111antha J Dalley NIA NIA VP Human Resources NIA 0003 None NIA Sycamore IL USA The National Bank amp Trust

Company of Sycamore

James Dombek NIA NIA VP Personal Trust Manager NIA 0002 None NIA Sycamore IL USA The National Bank amp Trust

Company of Sycamore

Michael Hawley Geneva IL USA NIA NIA Sr VP Sr Commercial Loan Officer NIA 0005 None NIA

The Natfonal Bank amp Trust Company of Sycamore

Charles C Kaiser NIA NIA Sr VP Senior Lending Officer NIA 0007 None NIA Sycamore IL USA The National Bank amp Trust

Company of Sycamore

Karen Kupper NIA NIA SVP Chief Credit Offcer NIA 0003 None NIA Hinkley IL USA The Natonal Bank amp Trust

Company of Sycamore

Davld N McCoy NIA Treasurer SVP Chief Flnanclitl Officer NIA 0006 None NIA South Elgin IL USA The Natlonal Bank amp Trust

Company of Sycamore

Mark ODell NIA NIA VP Sr Residentlal loan Officer NIA 0000 None NIA Aurora IL USA The National Bank amp Trust

Company of Sycamore

A David VanBuren NIA NIA SVP Trust amp Investments NIA 0005 None NIA Sycamore IL USA The National Bank amp Trust

Company of Sycamore

  • FR Y-6 Cover Page
  • Report Item 1 Annual Report to Shareholders
  • Report Item 2a Organization Chart
  • Report Item 2b Domestic Branch Listing
  • Report Item 3 Securities Holders
  • Report Item 4 Insiders
Page 3: Annual Report of Holding Companies-FR Y-6/media/others/banking/...consistent and deliberate in implementing our strategic initiatives. In addition to our loan growth, our trust assets

CORPORATIONmiddot

2014 Annual Report

LOCATIONS

Main Bank

230 West State Street Sycamore Illinois 60178

NBampT S q uare Branch

130 West Lincoln Highway DeKalb Illinois 60115

DeKalb M a rket S q uare Branch

2290 Sycamore Road DeKalb Illinois 60115

Coltonvi l l e Branch

1425 DeKalb Avenue Sycamore Illinois 60178

Genoa Branch

601 Pearson Drive GE)noa Illinois 60135

Sandwich Branch

321 East Church Street Sandwich Illinois 60548

Elburn Branch

930 North Main Street Elburn Illinois 60119

Serena Brarich

Route 52 Serena Illinois 60549

Leland Branch

200 North Main Street Leland Illinois 60531

Banco NBampT 1029 Pleasant street DeKalb Illinois 66ii S

banknbtcom middotmiddot middot

-- bullmiddot-

- i_ middot middot4

- _ bull

Table of Contents

Letter to our Stockholders 3

Financial Highlights 4

Consolidated Balance Sheets 5

Consolidated Statements of Income 6

Consolidated Statements of Comprehensive Income (Loss) 7

Consolidated Statements of Stockholders Equity 8

Consolidated Statements of Gash Flows 9

Notes to Consolidated Financial Statements i 0

Independent Auditors Report 35

Directory of NBampT 36

Board of Directors

Richard N Anderson

President Anderson Funeral Home Ltd

John H Boies

Retired Trust Officer NBampT

Evelina J Cichy

Retired Vice President of Instruction Kishwaukee College

Michael A Cullen

President CEO NBampT

James W Dutton

Chairman of the Board NI Bancshares Corporation

Robert B Johnson

Partner Johnson Farms

Robert C Johnson

Former Chairman of the Board NBampT

Kevin P Poorten

President and CEO KishHealth System

Douglas C Roberts

Private Investor

Timothy P Suter

President and CEO The Suter Company Inc

NI Bancshares Corporation Officers

James W Dutton Chairman of the Board Michael A Cullen President CEO R David Van Buren Secretary David N McCoy Treasurer

To our Stockholders

We are pleased to present you with the 201 4 financial results for NI Bancshares Corporation and our subsidiary The National Bank amp Trust Company of Sycamore (NBampT) We continue to make sure and steady progress within an industry that is still challenged by the economy and the increased scrutiny within the regulatory environment

NBampT continues to be the market share leader in DeKalb County for deposits trust assets under management and mortgage loans originated Our strategic sales and growth initiatives are solid and the resultant increase in relationships is encouraging We continue to solidify our balance sheet from a quality perspective while actively positioning our assets and liabilities for an eventual increase in the economys interest rates The timing of interest rate hikes is unknown but we firmly believe that the propensity for rates to climb is greater than rates falling lower It is important that we operate within our risk tolerances and not take on additional risks for the sake of short term earnings

We are pleased that loans and loans held for sale increased over 6 to $407 million at the end of 201 4 We are increasing loans during a period when other banks are not while still maintaining our asset quality This is the result of our lending tearn being consistent and deliberate in implementing our strategic initiatives

In addition to our loan growth our trust assets under management grew by over $37 million and ended the year at over $700 million This is another record setting year for our Trust and Wealth Management Group The team of trust professionals is experienced and efficient while at the same time providing exceptional customer service to our clients

While earnings were up only slightly we continue to make progress in our core banking business Our Net Interest Income after provision for loan losses ended the year at $1 7 1 million which is up from $1 46 million for 2013 A negative impact to earnings was the effect the industry felt from the increase in rates on mortgage loans While we continue to be the leader in DeKalb County for mortgage loans our income from this line of business was down over $1 million year over year Another drag on earnings continues to be the costs associated from Other Real Estate Owned (OREO) as it relates to valuation write downs and carrying costs

The Bank continues to have a strong capital position which has allowed us to keep consistent with our dividend payments While there remain challenges from the regulatory environment and non-traditional competitors we are confident that we will continue to provide value for our shareholders and meet the needs of the communities we serve

This past year Chuck Sauber Bob Wildenradt and Dave Juday retired from the board of directors These directors served on the bank board for 23 years 21 years and 1 8 years respectively These directors were strong contributors from the day they walked in until the day they retired Their many contributions are appreciated and we wish them well in their new endeavors We also welcome two new directors Kevin Poorten CEO of KishHealth System and Tim Suter President and CEO of The Suter Company have joined the board and have made an immediate impact Their knowledge of the community and their business acumen will add to the strength of our already strong board of directors

Finally it is with a heavy heart that we say good bye to one of our directors who passed away in an automobile accident last fall Debra Hopkins was a true professional in the field of accountancy and touched the lives of thousands of students from her work at Northern Illinois University Debra served on our board since 2004 and was an active enthusiastic contributor The entire NBampT team will miss Debra

In closing we will continue to be diligent in the management of our resources and the oversight of those assets entrusted to us Our board our management team and our staff take those responsibilities seriously We thank you for your support and confidence

- James W Dutton Chairman of the Board

Michael A Cul len President CEO

2014 2013

For the year

Net income $ 1050 $ 976

Diluted earnings per share 100 93

Dividends declared 525 522

Dividends per share 050 050

Net interest income after provision for Joan losses 17127 14605

At year end

Total assets $ 611854 $ 611 906

Total deposits 548940 549645

Loans and Joans held for sale 407491 383074

Securities including Federal Horne Loan Bank and Federal Reserve Bank stock 129871 150961

Stockholders equity 56136 54369

Trust assets under management 700997 663726

Book value per share 5348 5183

Ratios()

Return on average core stockholders equity 20 23

Return on average assets 02 02

(Dollars in thousands except per share data)

Total assets in millions of dollars Net income in millions of dollars

$700 $7

6119 6119

$600 $6

middot$500 c $5

$400 $4 36

$300 $3

$200 $2

$100 $1

$0 $0

11 12 13 14 11 12 13 14

--

Financial Highlights

Years ended December 31

2012 2011

$ 3622 $ 1536

268 109

589 591

050 042

15991 15292

$ 592879 $ 590073

527006 515957

334246 318144

143460 141738

56272 71626

600996 574093

5421 5098

57 24

06 03

Year end stock data per share in dollars

bull BookValue $70

- Stock Price

$60 54

$40

$30

$20

$10

$0

11 12 13 14

Consolidated Balance Sheets At December 31

Assets

Cash and due from banks Interest bearing deposits in other

financial institutions

Cash and cash equivalents Securities available for sale Federal Home Loan Bank and

Federal Reserve Bank stock Loans held for sale Loans net of allowance for loan losses of

$3906 in 201 4 and $3240 in 201 3 Land premises and equipment net other real estate owned Mortgage servicing rights Goodwill Intangible assets Bank owned life insurance Accrued interest receivable and other assets

Total assets

Liabilities

Noninterest-bearing deposits Interest-bearing deposits

Total deposits

Other borrowings Accrued interest payable and other liabilities

Total liabilities

Stockholders equity

Preferred stock $50 par value 20000 shares authorized none issued

Common stock $1 25 par value 2000000 shares authorized issued 1 676425 and 1 675735 shares at December 31 201 4 and 201 3 respectively and outstanding of 1 049789 and 1 049059 respectively

Additional paid in capital Retained earnings Accumulated other comprehensive income (loss) net Treasury stock 626676 shares in 201 4 and

201 3 at cost

Total stockholders equity

Total liabilities and stock1olders equity

(Dollars in thousands) See accompanying notes to consolidated financial statements

2014

$ 1 871 5

8000

26715 1 28224

1 647 2432

405059 21 1 57

7456 2447 3265

-81 09 5343

$611854

$ 1 1 2872 436068

548940

3600 3 178

555718

-

2094 9607

72747 506

(28818)

56136

$611854

2013

$ 25838

1 1 000

36838 1 49467

1 494 5902

3771 72 21 938

7534 2524 3265

90

5682

$611906

$ 1 05652 443993

549645

4800 3092

557537

2093 9447

72222 (575)

(2881 8)

54369

$611906

Interest income

Loans Securities taxable Securities tax-exempt Interest bearing deposits

in other financial institutions

Total interest income

Interest expense

Deposits

Other borrowings

Total interest expense

Net interest income

Provision for loan losses

Net iQterest income after provision for loan losses

Noninterest income

Trust fees Income from mortgage banking Service charges on deposit accounts Realized securities gains net Other income

Total noninterest income

Noninterest expense

Salaries and employee benefits Occupancy expense FDIC Insurance Other real estate owned Other expense

Total noninterest expense

Income before income taxes

Provision for income taxes r---

------------middot-middot------ ------ _Net incdeg=-

- __ _ _ ___ _ _ ___ _ _ ___ _ _ _ ____ _ Basic earnings per share Diluted earnings per share

(Dollars in thousands) See accompanying notes to consolidated financial statements

2014

$ i S371 1 491

775

1 04

20741

21 1 4

1 50

2264

1 8477

1 350

1 7 1 27

4748 1 078 2095

368 1 308

9597

1 3283 3252

524 1 582 6943

25584

1 1 40 90

$ _ 10_50

$ 1 00 $ 1 00

Consolidated Statements of Income Years ended December 31

2013 201 2

$ 1 7 599 $ 1 8233 1 354 2038

764 767

205 251

1 9922 21 289

2882 3493

1 92 34

3074 3527

1 6848 1 7762

2243 1 771

1 4605 1 5991

4662 5025 21 57 2403 1 997 1 754

434 2084 1 1 93 945

1 0443 1 2211

1 2789 1 2787 3049 281 4

5 17 668 1 430 640 5915 5778

23700 22687

1 348 551 5 372 1 893

$ 976 $ 3622

$ 94 $ 268 $ 93 $ 268

Consolidated Statements of Comprehensive Income (Loss) At December 31

Net income

Other comprehensive income (loss)

Unrealized appreciation depreciation) on available for sale securities net of taxes of $682 $(1 1 7 4) and $3 for 201 4 2013 and 201 2 respectively

Less reclassification adjustment for realized gains included in net income net of taxes of $1 26 $1 48 and $709 for 201 4

2014

$ 1050

$ 1 323

201 3 and 201 2 respectively 242

$ 1 081

Comprehensive income (loss) $ 2 131

(Dollars in thousands See accompanying notes to consolidated financial statements

2013

$ 976

$ (2280)

286

$ 2566)

$ (1590

2012

$ 3622

$ 5

middot1 375

$ (1 370)

$ 2252

Common Stock

Balances at December 31 2011 $ 2049

Net income Other comprehensive income (loss) Purchase of 392663 shares of

treasury stock Exercise of 24502 stock options 30 Stock compensation - Directors 2 Stock compensation expense Cash dividends declared

$50 per share

Balances at December 31 2012 2081

Net income Other comprehensive income (loss) Exercise of 667 stock options Stock compensation expense Cash dividends declared

$50 per share Issuance of restricted stock 11

Balances at December 31 2013 2093

Net income Other comprehensive income (loss) Exercise of 1000 stock options Stock compensation expense Cash dividends declared

$50 per share

Balances at December 31 2014 $ 2094

(Dollars in thousands) See accompanying notes to consolidated financial statements

Consolidated Statements of Stockholders Equity Years ended December 31

Additional Accumulated Other Total

Paid In Retained Comprehensive Treasury Stockholders

Capital Earnings Income (Loss) Net Stock Equity

$ 8237 $ 68735 $ 3361 $ (10756) $ 71626

3622 3622 (1370) (1370)

(18062) (18062) 865 895

35 37 113 1 13

(589) (589)

9250 71768 1991 (28818) 56272

976 976 (2566) (2566)

21 22 187 187

(522) (522) (11)

9447 72222 (575) (28818) 54369

1 050 1050 1081 1081

31 32 129 129

(525) (525)

$ 9607 $ 72747 $ 506 $ (28818) $ 56136

Consolidated Statements of Cash Flows Years ended December 3i

Cash flows from operating activities

Net income Adjustments to reconcile net income to net cash from operating activities

Amortization and accretion of securities Amortization of intangibles Realized security gains net Depreciation Loss (gain) on sale of premises and equipment Gain on sales of loans Loss on sale and valuation adjustments

of other real estate owned (Increase) decrease in mortgage loans held for sale Amortization of mortgage servicing rights Deferred tax benefit Stock compensation expense net Provision for loan losses (Increase) decrease in interest receivable and other assets Increase (decrease) in interest payable and other liabilities

Net cash provided by operating activities

Cash flows from investing activities

Redemption of FHLB stock Securities available for sale

Proceeds from sales Proceeds from maturities and calls Purchases

Sale of other real estate owned Increase in loans net Purchases of premises and equipment Proceeds from sale of premises and equipment Purchase of bank-owned life insurance

Net cash used by investing activities

Cash flows from financing activities

Proceeds from (repayment 01) holding company borrowing Net increase (decrease) in deposit activities Cash dividends paid Purchases of treasury stock Exercise of stock options

Net cash provided (used) by financing activities Net change in cash and cash equivalents Cash and cash equivalents at beginning of year Cash and cash equivalents at end of year

Supplemental cash flows information

Interest paid Income taxes paid Transfer from loans to other real estate owned

(Dollars in thousands middotsee accompanying nofes to consolidated financial middotstatements

$

$

$ $ $

2014

i 050

56i 90

(368) i 449

-(990)

i 82i 4i29

408 60

i 29 i 350

948 (i i 39) 9498

-

23322 27735 (28523)

2289 (33269)

(838) 1 70

(8 i 09) (1 7223)

(i 200) (705) (525)

-32

(2398) (i0i 23) 36838 267i 5

2278 74i

4032

2013 2012

$ 976 $ 3622

i 037 i i 76 i 8i i 80

(434) (2084) i 373 i 057

i (3) (2636) (34i 5)

i 029 i 058 2i37 (264)

506 i Oi 2 i 96 (68) i 87 i i 3

2243 i 77i 9i) 4i 9

i 969 i 904 8674 6478

847

21662 38789 38844 37290 (72497) (79835)

875 i 772 (57900) (1627 4)

(i i 22) (5942) 25 526

(70i i 3) (22827)

(i 200) 6000 22639 1 i 049

(522) (589) (i 8062)

22 932 20939 (670) (40500) (i 70i 9) 77338 94357

$ 36838 $ 77338

$ 3i18 $ 3589 $ i i 73 $ 2249 $ 51 67 $ 76i

Notes to Consolidated Financial Statements

f Summary of Significant Accounting Policies

PRINCIPLES OF CONSOLIDATION The consolidated financial statements of NJ Bancshares Corporation (the Corporation) include the accounts of the Corporation and its wholly owned subsidiary The National Bank amp Trust Company of Sycamore (the Bank) Significant intercompany transactions and accounts have been eliminated in consolidation

NATURE OF OPERATIONS The Bank provides a variety of financial services to individuals and businesses in DeKalb LaSalle and Kane Counties through its ten locations Branch offices include two locations in Sycamore three locations in DeKalb and one location in each of the towns of Elburn Genoa Leland Serena and Sandwich The Banks primary deposit products are checking accounts interestshybearing savings accounts certificates of deposit and individual retirement accounts The Banks primary lending products are commercial Joans real estate Joans and consumer Joans The Bank also maintains a trust department and originates residential mortgage Joans for sale in the secondary market The Bank is nationally chartered Deposits up to $250000 are insured by the Federal Deposit Insurance Corporation The Bank is subject to the regulations and supervision of the Office of the Comptroller of the Currency The Corporation is subject to the regulations and supervision of the Feder-al Reserve Bank

USE OF ESTIMATES The preparation of financial statements in conformity with accounting principles generally accepted in the United States (GAAP) requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of income and expense during the reporting period Actual results could differ from those estimates Material estimates that are particularly susceptible to significant change in the near term relate to the valuation of the allowance for Joan losses the valuation of other real estate owned the classification and valuation of securities the determination of fair values of financial instruments the impairment of goodwill and intangibles mortgage servicing rights and the status of contingencies

SIGNIFICANT CONCENTRATIONS OF CREDIT RISK Most of the Corporations activities are with customers located within the Illinois counties of DeKalb LaSalle and Kane Note I l l discusses the types of lending in which the Corporation is engaged The Corporation does not have any significant concentrations to any one industry customer or geographic location

CASH AND CASH EQUIVALENTS For purposes of reporting cash flows cash and cash equivalents include cash on hand amounts due from banks and federal funds sold Generally federal funds are sold and purchased for one-day periods Customer deposit and loan activities are reported on a net basis

At December 3i 20i 4 the Corporations cash accounts exceeded federally insured limits by approximately $1 i 973 thousand

SECURITIES Securities classrfied as available for sale are those debt or equity securities that the Bank intends to hold for an unspecified period of time but not necessarily to maturity Unrealized gains or losses are reported as increases or decreases in a separate component of stockholders equity net of the related deferred tax effect

The amortization of premiums and the accretion of discounts on securities are deducted from and added to interest income Realized gains or losses on sales of securities are determined using the specific-identification method Securities are written down to fair value when a decline in fair value is not temporary

Declines in the fair value of securities below their cost that are other than temporary are reftected as realized losses In estimating other-than-temporary losses management considers (i) the length of time and extent that the fair value has been Jess than cost (2) the financial condition and near term prospects of the issuer and (3) the intent of the Corporation to not sell the security or whether it is more likely than not that the Corporation will be required to sell the security before its anticipated recovery

During 201 4 201 3 and 201 2 the bank initiated a strategy to sell certain held for sale investment securities and subsequently reinvest the proceeds of those into similar held for sale investment securities The strategy included extending the weighted average maturity of a portion of the portfolio for interest rate risk purposes and accelerated the recognition of income from the portion that was sold As a result there was a gain of the sale of those securities of $368 $434 and $2084 thousand gross before taxes respectively

RESTRICTED STOCK The Bank as a member of the Federal Home Loan Bank of Chicago (FHLB) is required to maintain an investment in the capital stock of the Federal Home Loan Bank T he Bank also maintains an investment in the capital stock of the Federal Reserve Bank (FRB) For financial reporting purposes such stock is carried at cost which approximates fair value based on the redemption provisions of each institution

LOANS HELD FOR SALE Real estate loans originated and intended for sale in the secondary market are carried at the lower of cost or fair value in the aggregate as determined by outstanding commitments from investors Net unrealized losses if any are recorded as a valuation allowance and charged to earnings

Mortgage loans held for sale are generally sold with servicing rights retained The carrying value of mortgage loans sold is reduced by the cost allocated to the servicing right Gains or losses on sales of mortgage loans are based on the difference between the selling price and the carrying value of the related loan sold

Notes to Consolidated Financial Statements

SERVICING RIGHTS Servicing rights are recognized as assets for the allocated value of retained servicing rights on sold loans Servicing rights are expensed in proportion to and over the period of estimated net servicing revenues Impairment is evaluated based on the fair value of the rights using groupings of underlying loans as to loan term rate and then as to loan type Fair value is based upon discounted cash flows using market based assumptions Any impairment is reported as a valuation allowance to the extent that fair value is Jess than the capitalized amount

LOANS Loans are stated at the amount of unpaid principal net of unearned income and the allowance for loan losses Interest on loans is accrued daily and is computed on the principal balance outstanding

Loan origination fees net of certain direct organization costs are deferred and recognized as an adjustment of the yield of the related loans

In general interest income on mortgage and commercial loans is discontinued at the time the loan is 90 days delinquent unless the loan is well secured and in process of collection Consumer loans are typically charged off no later than 180 days past due In all cases loans are placed on non-accrual or charged-off at an earlier date if collection of principal or interest is considered doubtful

All interest accrued but not received for the loans placed on nonshyaccrual are reversed against interest income Interest received on such loans is accounted for on the cash basis or cost-recovery method until qualifying for return to accrual Loans are returned to accrual status when all the principal and interest amounts contractually due are brought current and future payments are reasonably assured

ALLOWANCE FOR LOAN LOSSES The allowance for loan losses is maintained at a level considered adequate to provide for probable incurred loan losses Allowances for impaired loans are generally determined based on collateral values or the present value of estimated cash flows discounted at the loans effective interest rate The allowance is increased by provisions charged to operating expense and reduced by net charge-offs Loans are charged off to the allowance for loan losses when and to the extent that they are deemed uncollectible by management Management makes continuous credit reviews of the loan portfolio and considers current economic conditions historical loan loss experience and other factors in determining the adequacy of the allowance

Allocations of the allowance may be made for specific loans but the entire allowance is available for any loan that in managements judQrnent should be charged off

The allowance consists of specific and general components The specific component relates to loans that are individually classified as impaired or loans otherwise classified as substandard or doubtful The general component covers non-classified loans and is based on historical loss experience adjusted for current factors

A loan is impaired when full payment under the Joan terms is not expected Commercial and commercial real estate loans are individually evaluated for impairment If a Joan is impaired a portion of the allowance is allocated so that the loan is reported net at the present value of estimated future cash flows using the loans existing rate or at the fair value of collateral if repayment is expected solely from the collateral Large groups of smaller balance homogeneous loans such as consumer and residential real estate loans are collectively evaluated for impairment and accordingly they are not separately identified for impairment disclosures

LAND PREMISES AND EQUIPMENT Land is stated at historical cost Premises and equipment are stated at cost less accumulated depreciation Depreciation is computed principally on the straight-line method over the estimated useful lives of the assets These assets are reviewed for impairment when events indicate the carrying amount may not be recoverable

OTHER REAL ESTATE OWNED Real properties acquired through or in lieu of loan foreclosure are to be sold and are initially recorded at fair value less the cost to sell at the date of the foreclosure establishing the new cost basis After foreclosure valuations are periodically performed by management and the real estate is carried at the lower of carrying amount or fair value less the estimated cost to sell Revenue and expenses from the operations changes in the valuation of the property and gain or loss on the disposition of the property are included in other expenses or other income as incurred

EARNINGS PER SHARE Basic earnings per share is calculated based on weightedshyaverage common shares outstanding Diluted earnings per share includes the dilutive effect of additional potential common shares issuable under stock options and restricted stock awards

GOODWILL AND INTANGIBLE ASSETS Goodwill results from business acquisitions and represents the excess of the purchase price over the fair value of acquired tangible assets and liabilities and identifiable intangible assets Goodwill and indefinite-lived intangibles are evaluated annually for impairment or more frequently if impairment indicators are present A qualitative assessment is performed to determine whether the existence of events or circumstances leads to a determination that it is more likely than not the fair value of the reporting unit or indefinite-lived intangible asset is Jess than its carrying amount If based on the evaluation it is determined to be more likely than not that the fair valued is less than the carrying value then the goodwill or indefinite-Jived intangible is tested further for impairment If the implied fair value of goodwill or the fair value of the indefinite-lived intangible is lower than their carrying amounts an impairment loss is recognized in an amount equal to the difference Subsequent increases in goodwill value

- are not recognized in the financial statements

Intangible assets consist of core deposits arising from a whole bank acquisition They are initially measured at fair value and then are amortized over their estimated useful lives These assets are reviewed for impairment when events indicate the carrying amount may not be recoverable

Notes to Consolidated Financial Statements

LOAN COMMITMENTS AND RELATED FINANCIAL INSTRUMENTS Financial instruments include off-balance sheet credit instruments such as commitments to make loans and commercial letters of credit issued to meet customer financing needs The face amount for these items represents the exposure to loss before considering customer collateral or ability to repay Such financial instruments are recorded when they are funded

IMPAIRMENT OF LONG-LIVED ASSETS The Corporation reviews long-lived assets for impairment whenever events or changes in circumstances indicate the carrying amount of an asset may not be recoverable Recoverability of assets to be held and used is measured by a comparison of the carrying amount of an asset to future undiscounted net cash flows expected to be generated by the asset If such assets are considered to be impaired the impairment to be recognized is measured by the amount by which the carrying amount of the assets exceeds the fair value of the assets Assets to be disposed of are reported at the lower of carrying amount or fair value less costs to sell

TRANSFERS OF FINANCIAL ASSETS Transfers of financial assets are accounted for as sales when control over the assets has been surrendered Control over transferred assets is deemed to be surrendered when (1 ) the assets have been isolated from the Corporation (2) the lransferee obtains the right (free of conditions that constrain it from taking advantage of that right) to pledge or exchange the transferred assets and (3) the Corporation does not maintain effective control over the transferred assets through an agreement to repurchase them before their maturity

TRUST ASSETS AND FEES Assets of the Trust Department are not included in these consolidated financial statements because they are not assets of the Corporation or the Bank Fee income generated from trust services is primarily recorded on the accrual method

INCOME TAXES Deferred income taxes are provided on temporary differences between financial statement and income tax reporting Temporary differences are differences between the amounts of assets and liabilities reported for financial statement purposes and their tax bases

Deferred tax assets are recognized for temporary differences that will be deductible in future years tax returns and for operating loss and tax credit carryforwards Deferred tax assets are recognized only if it is more likely than not that the tax position will be realized or sustained upon examination by the relevant taxing authority A tax position that meets the more-likely-thanshynot recognition threshold is initially and subsequently measured as the largest amount of tax benefit that has a greater than 50 percent likelihood of being realized upon settlement with a taxing authority that has full knowledge of all relevant information

Deferred tax assets are reduced by a valuation allowance if it is deemed more likely than not that some or all of the deferred tax assets will not be realized Deferred tax liabilities are recognized for temporary differences that will be taxable in future years

COMPREHENSIVE INCOME (LOSS) Comprehensive income (loss) consists of net income (loss) and other comprehensive income (loss) Other comprehensive income (loss) includes unrealized gains and losses on securities available for sale net of taxes These unrealized gains and losses net of taxes are also recognized as separate components of equity

LOSS CONTINGENCIES Loss contingencies including claims and legal actions arising in the ordinary course of business are recorded as liabilities when the likelihood of loss is probable and an amount or range of loss can be reasonably estimated Management does not believe there are matters that will have a material effect to the Corporation the Bank or the Banks Trust Department or on the fiancial statements of the Corporation

STOCK COMPENSATION PLANS Compensation cost is measured using the fair value of an award on the grant dates and is recognized over the service period which is usually the vesting period Compensation cost related to the non-vested portion of awards outstanding is based on the grant-date fair value of those awards T he Corporation has an incentive stock option plan and restricted stock awards which are described more fully in Note IX

TREASURY STOCK Common stock shares repurchased are recorded at cost Cost of shares retired or reissued is determined using the first-in firstshyout method

During 201 2 the Corporation purchased 392663 treasury shares This was primarily accomplished through two transactions the first involving a negotiated purchase of shares from certain members of the Dutton Family and their affiliates and the second involving a tender offer with our shareholders These treasury shares were all repurchased at $46 per share a discount to the current book value per share Detailed information related to these transactions was provided to stockholders in an Offer to Purchase dated November 1 201 2 The total cost to capital of the Corporation was $1 6940 thousand for these treasury shares

Notes to Consolidated Financial Statements

II Securities

Amortized cost and fair values of securities classified as available for sale with gross unrealized gains and losses at December 31 are summarized as follows (Dollars in thousands)

US Obligations of US Government- States and Political Certificates Equity Total

Treasury Sponsored Entities Subdivisions of Deposit Securities Securities

2014 Amortized cost $ 1 4470 $ 7981 6 $ 31 728 $ 988 $ 456 $ 1 27458 Gross unrealized gains 2 536 694 1 232 Gross unrealized losses (28) (233) (205) (466)

Fair value $ 1 4444 $ 80 1 1 9 $ 32217 $ 988 $ 456 $ 1 28224

2013 Amortized cost $ 1 5007 $ 94907 $ 37030 $ 988 $ 2406 $ 150338 Gross unrealized gains 1 0 1 1 7 854 981 Gross unrealized losses (2) (926) 924) (1 852)

Fair value $ 1 501 5 $ 94098 $ 36960 $ 988 $ 2406 $ 1 49467

The fair values of debt securities classified as available for sale by contractual maturity at December 31 2014 are as follows (Dollars in thousands)

1 year or l ess Over 1-5 years Over 5-10 years Over 1 0 years Total

US Treasury $ 5000 $ 9444 $ $ $ 1 4444

US government-sponsored entities 1 7057 47722 1 5340 80 1 1 9

Obligations of states and political subdivisions 3964 9859 1 8394 3221 7

Certificates of deposit 988 988

Total $ 26021 $ 6801 3 $ 33734 $ $1 27768

Expected maturities may differ from contractual maturities because the borrowers may have the right to call or prepay obligations with or without call or prepayment penalties Other equity securities include mutual funds which have no maturity date Securities with a market value of $1 220 million and $1 21 0 million at December 31 201 4 and 201 3 respectively are pledged to secure public deposits and other purposes as required or permitted by law

middot

Amortized cost gross reaiized gains gross realized losses and saies proceeds from available for sale securities sold matured or called at December 31 are summarized as follows (Dollars in thousands)

2014 2013 2012

Amortized cost $ 50689 $ 60072 $ 73995 Gross realized gains 546 435 2093 Gross realized losses (1 78) (1 ) (9) Proceeds $ 51 057 $ ousuo $ 70UJ

Notes to Consolidated Financial Statements

I I Securities cont

The following tabes present investments gross unrealized losses and fair value at December 31 aggregated by Investment category and length of time that Individual securities have been in a continuous unrealized loss position Dollars In thousands)

Less Than 12 Months 12 Months or More Total Fair Value Unrealized Loss Fair Value Unrealized Loss Fair Value U n realized Loss

2014 US Treasury $ 9444 $ (28) $ $ $ 9444 $ (28) US government-

sponsored entities i 7529 (43) i 5009 (i 90) 32538 (233) Obligations of states and

political subdivisions i 983 (i7) 6475 (i 88) 8458 (205) $ 28956 $ (88) $ 2i 484 $ (378) $ 50440 $ (466)

Less Than 12 Months 12 Months or More Total Fair Value Unrealized Loss Fair Value Unrealized Loss Fair Value Unrealized Loss 2013

US Treasury $ 3994 $ (2) $ $ $ 3994 $ (2)

US government-sponsored entities 7222i (926) 7222i (926)

Obligations of states and political subdivisions i 2042 (597) 3 i30 (327) i 5i 72 (924)

$ 88257 $ (i 525) $ 3i30 $ (327) $ 9i 387 $ (1 852)

At December 3i 20i 4 37 US Treasury US government-sponsored entities and obligations of states and political subdivisions securities have an unrealized loss with aggregate depreciation of less than one-quarter percent of the Corporations amortized cost basis Management views fluctuation in agencies as temporary market fluctuations There were i 9 securities with an unrealized loss for over i 2 months The fair value is expected to recover as the bonds approach maturity The nature and quality of these investments remain adequate and continue to have a Moodys rating of an A or above as required by Bank policy Management views the losses associated with US Treasury US government-sponsored entities and obligations of states and political subdivisions securities to also be temporary market fluctuations

Notes to Consolidated Financial Statements

III Loans

Classes ofoans at December 31 include (Dollars in thousands)

2014 2013

Construction and land development $ 1 4 199 $ 1 9798 Farmland 20488 1 7397 Residential real estate 1 1 5291 1 04873 Nonresidential real estate 1 37499 1 3501 4 Agricultural production 1 2530 1 2968 Commercial 45940 41 273 Loans to individuals 57280 42883 Other 5738 6206

Total Joans and leases $ 408965 $ 38041 2 Allowance for loan losses (3906) (3240)

Total loans and leases net $ 405059 $ 377 1 72

The Bank maintains lending policies and procedures designed to focus lending efforts on the type location and duration of loans most appropriate for its business model and markets The Banks principal lending activity is the origination of residential and commercial real estate loans commercial loans consumer loans and home equity lines of credit The primary lending market is located within the Illinois counties of DeKalb LaSalle and Kane Generally loans are collateralized by assets of the borrower and guaranteed by the principals of the borrowing entity

The Board of Directors reviews and approves the Banks lending policy on an annual basis Quarterly the Board reviews the allowance for loan losses and reports related to loan production loan quality concentrations of credit loan delinquencies and non-performing and potential problem loans

The Bank does not accrue interest on any asset which is maintained on a cash basis because of deterioration in the financial position of the borrower any asset for which payment in full of interest or principal is not expected or any asset upon which principal or interest has been in default for a period of ninety days or more unless it is both well secured and in the process of collection A non-accrual asset may be restored to an accrual status when none of its principal and interest is due and unpaid or when it otherwise becomes well secured and in the process of collection

The Bank periodically performs an independent loan review of outstanding loans through the use of an outside third party The primary objective of the independent loan review function is to ensure the maintenance of a quality loan portfolio and minimize the potential for Joan losses The Joan review engagement is responsible for reviewing a sample of existing loans for compliance with internal policies and procedures In addition to reviewing Joans for compliance the loan review analyzes the appropriateness and timeliness of risk grading and problem loan identification by loan officers

Notes to Consolidated Financial Statements

I l l Loans cont

The Corporation categorizes loans into risk categories based on relevant information about the ability of borrowers to service their debt such as current financial information historical payment experience credit documentation public information and current economic trends among other factors This analysis is performed on an annual basis at a minimum The Corporation uses the following definitions for risk ratings

Internal Risk Categories Loan grades are numbered i through 7 Grades i through 4 are considered pass grades The grade of 5 or Special Mention represents loans of lower quality and is considered criticized The grades of 6 or Substandard and 7 or Doubtful refer to assets that are classified The use and application of these grades by the bank will be uniform and shall conform to the banks policy

Pass (1) loans are of superior quality with excellent credit strength and repayment ability providing a nominal credit risk

Pass (2) loans are of above average credit strength and repayment ability providing only a minimal credit risk

Pass (3) loans of reasonable credit strength and repayment ability providing an average credit risk due to one or more underlying weaknesses

Pass (4) loans of the lowest acceptable credit strength and weakened repayment ability providing a cautionary credit risk due to one or more underlying weaknesses New borrowers are typically not underwrillen witl1in this classification

Special Mention (5) assets have potential weaknesses that deserve managements close attention If left uncorrected these potential weaknesses may result in deterioration of the repayment prospects for the asset or in the institutions credit position at some future date Special mention assets are not adversely classified and do not expose an institution to sufficient risk to warrant adverse classification Ordinarily special mention credits have characteristics which corrective management action would remedy

Substandard (6) loans are inadequately protected by the current sound worth and paying capacity of the obligor or of the collateral pledged if any Loans so classified must have a well-defined weakness or weaknesses that jeopardize the liquidation of the debt They are characterized by the distinct possibility that the Bank will sustain some loss if the deficiencies are not corrected

Doubtful (7) loans classified as doubtful have all the weaknesses inherent in those classified Substandard with the added characteristic that the weaknesses make collection or liquidation in full on the basis of current known facts conditions and values highly questionable and improbable

Risk characteristics applicable to each segment of the loan portfolio are described as follows

Residential 1 -4 Family The residential i -4 family real estate are generally secured by owner-occupied i -4 family residences Repayment of these loans is primarily dependent on the personal income and credit rating of the borrowers Credit risk in these loans can be impacted by economic conditions within the Banks market areas that might impact either property values or a borrowers personal income Risk is mitigated by the fact that the loans are of smaller individual amounts and spread over a large number of borrowers

Non-residential Real Estate Non-residential real estate loans typically involve larger principal amounts and repayment of these loans is generally dependent on the successful operations of the property securing the loan or the business conducted on the property securing the loan These loans are viewed primarily as cash flow loans and secondarily as loans secured by real estate Credit risk in these loans may be impacted by the creditworthiness of a borrower property values and the local economies in the Banks market areas

Construction and Land Development Real Estate Conshystruction and land development real estate loans are usually based upon estimates of costs and estimated value of the completed project and include independent appraisal reviews and a financial analysis of the developers and property owners Sources of repayment of these loans may include permanent loans sales of developed property or an interim loan commitment from the Bank until permanent financing is obtained These loans are considered to be higher risk than other real estate loans due to their ultimate repayment being sensitive to interest rate changes general economic conditions and the availability of long-term financing Credit risk in these loans may be impacted by the creditworthiness of a borrower property values and the local economies in the Banks market areas

Commercial The commercial portfolio includes loans to commercial customers for use in financing working capital needs equipment purchases and expansions The loans in this category are repaid primarily from the cash flow of a borrowers principal business operation Credit risk in these loans is driven by creditworthiness of a borrower and the economic conditions that impact the cash flow stability from business operations

Loans to individuals The consumer loan portfolio consists of various term and line of credit loans such as automobile loans and loans for other personal purposes Repayment for these types of loans will come from a borrowers income sources that are typically independent of the loan purpose Credit risk is driven by consumer economic factors (such as unemployment and general economic conditions in the Banks market area) and the creditworthiness of a borrower

Agricultural Production and Farmland Loans Agricultural production loans are generally comprised of seasonal operating lines to cash grain farmers to plant and harvest corn and soybeans and term loans to fund the purchase of equipment Farmland loans are primarily comprised of loans for the purchase of farmland Specific underwriting standards have been established for agricultural-related loans including the establishment of projections for each operating year base on industry developed estimates of farm input costs an expected commodity yields and prices Operating lines are typically written for one year and secured by the crop Loan-to-value ratios on Joans secured by farmland generally do not exceed 65 and have amortization periods limited to twenty-five years Federal government-assistance lending programs through the Farm Service Agency are used to mitigate the level of credit risk when deemed appropriate

Notes to Consolidated Financial Statements

The following table presents the credit risk profile of the Banks loan portfolio based on internal rating category and payment activity as of December 31 2014 and 2013 (Dollars in thousands)

Non Residential Residential Agricultural Loans-to

Construction Farmland Real Estate Real Estate Production Commercial Individuals Other

20 1 4 Loan Class Pass $ 1 1 274 $ 20488 $ 1 0941 2 $ 1 35059 $ 1 2530 $ 45386 $ 57280 $ 5738 Special mention 1 261 Substandard 2925 5879 1 1 79 554 Doubtful Total $ 1 4 1 99 $ 20488 $ 1 15291 $ 1 37499 $ 1 2530 $ 45940 $ 57280 $ 5738

201 3 Loan Class Pass $ 1 6327 $ 1 6505 $ 98646 $ 1 29428 $ 1 2 1 28 $ 38282 $ 42883 $ 6206 Special mention 892 5667 448 840 2503 Substandard 3471 560 5 138 488 Doubtful Total $ 1 9798 $ 1 7397 $ 1 04873 $ 1 3501 4 $ 1 2968 $ 41 273 $ 42883 $ 6206

The Bank evaluates the loan risk grading system definitions and allowance for loan loss methodology on an ongoing basis No significant changes were made to either during the past year

The accrual of interest on loans is discontinued at the time the loan is 90 days past due unless the credit is well-secured and in process of collection Past due status is based on contractual terms of the loan In all cases loans are placed on non-accrual or charged-off at the earlier date if collection of principal and interest is considered doubtful

All interest accrued but not collected for loans that are placed on non-accrual or charged-off is reversed against interest income The interest on these loans is accounted for on the cash-basis or cost-recovery method until qualifying for return to accrual Loans are returned to accrual status when all principal and interest amounts contractually due are brought current and future payments are reasonably assured

Notes to Consolidated Financial Statements

The following tables present the Corporation s loan portfolio aging analysis at December 31 (Dollars in thousands)

Non Residential Residential Agricultural Loans to

Construction Farmland Real Estate Real Estate Production Commercial Individuals Other Total

201 4 30-89 days past due $ $ $ 1 92 $ $ $ $ 707 $ 23 $ 922 90 days or greater

past due or nonaccrual 1 68 6327 551 92 2 7 140 Total past due and

nonaccrual 360 6327 551 799 25 8062 Current loans 1 4 1 99 20488 1 1 4931 1 31 1 72 1 2530 45389 56481 57 13 400903

Total loans receivable 1 4 1 99 20488 1 1 5291 1 37499 1 2530 45940 57280 5738 408965

Total loans 90 days or greater and accruing $ $ $ $ 571 1 $ $ $ 92 $ 2 $ 5805

2013 30-89 days past due $ $ $ 312 $ 57 $ $ $ 529 $ 28 $ 926 90 days or greater

past due or nonaccrual 770 4791 347 75 5983

Total past due and nonaccrual 1 082 4848 347 604 28 6909

Current loans 1 9798 1 7397 1 03791 1 301 66 1 2968 40926 42279 6 178 373503

Total loans receivable 1 9798 1 7397 1 04873 1 3501 4 1 2968 41273 42883 6206 38041 2

Total loans 90 days or greater and accruing $ $ $ 209 $ 3683 $ $ $ 75 $ $ 3977

A loan is considered impaired in accordance with the impairment accounting guidance (ASC 31 0-1 0-35-1 6) when based on current information and events it is probably the Corporation will be unable to collect all amounts due from the borrower in accordance with the contractual terms of the loan Impaired loans include non-performing commercial loans but also include loans modified in troubled debt restructurings where concessions have been granted to borrowers experiencing financial difficulties These concessions could include a reduction in the interest rate on the loan payment extensions forgiveness of principal forbearance or other actions intended to maximize collection

Included in certain loan categories in the impaired loans are troubled debt restructurings that were classified as impaired At December 31 201 4 and 201 3 the Corporation had $895 and $907 thousand respectively of commercial and non-residential real estate loans $76 and $76 thousand respectively in residential loans and $1 and $5 thousand respectively in consumer loans that were modified in troubled debt restructurings and impaired and that were performing in accordance with their modified terms

When economic concessions have been granted to borrowers who have experienced financial difficulties the loan is considered a troubled debt restructuring These concessions typically result from our loss mitigation activities and could include reductions in the interest rate payment extensions forgiveness of principal forbearance or other actions Troubled debt restructurings are considered impaired at the time of restructuring and typically are returned to accrual status after considering the borrowers sustained repayment performance as agreed for a reasonable period of at least six months or once the granted concessions have ended or are no longer applicable

As of December 31 201 4 and 201 3 the Bank had troubled debt restructurings all modification of payment terms with a recorded balance at original cost of $895 and $907 thousand respectively and consists of four commercial and non-residential real estate loans for both years which are all performing in accordance with the modified terms of the loan All four loans were added as troubled debt restructuring during the fourth quarter of 201 3 There was no difference between pre-modification and post-modification balances As of December 31 201 4 and 2013 the loans totaling $895 and $907 thousand respectively are on non-accrual and considered impaired by the Bank Based on the fair value of the collateral specific reserves required on the loans totaled $108 and $98 thousand as of December 31 201 4 and 2013 respectively During the years ended December 31 201 4 and 2013 there were no defaults of loans that had been modified as a troubled debt restructuring in the 1 2 month period prior to default

Notes to Consolidated Financial Statements I l l Loans cont

The following tables present the impaired loan balances (loans on non-accrual status) at December 31 (Dollars in thousands)

Non Residential Residential

Real Real Agricultural Loans to

Construction Farmland Estate Estate Production Commercial Individuals Other

20 1 4 Loans with out a specific

valuation al lowance Recorded balance $ $ $ 92 $ $ $ 487 $ $ Unpaid principal balance 92 487 Specific allowance Average investment in

impaired loans 278 4 1 99 1 02

Loans with a specific valuation al lowance

Recorded balance $ $ $ 76 $ 61 6 $ 63 Unpaid principal balance 76 61 6 63 Specific allowance 66 1 08 31 Average investment in

impaired loans 369 1 1 48 694

Total loans receivab l e Total Recorded balance $ $ $ 1 68 $ 61 6 $ $ 551 $ $ $ 1 335 Unpaid principal balance $ $ $ 1 68 $ 61 6 $ $ 551 $ $ $ 1 335 Specific allowance $ $ $ 66 $ 1 08 $ $ 31 $ $ $ 205 Average investment in

impaired Joans $ $ $ 648 $ 5346 $ $ 796 $ $ $ 6790

2013 Loans without a specific

valuation al lowance Recorded balance $ $ $ 299 $ 1 098 $ $ $ $ Unpaid principal balance 299 1 098 Specific allowance Average investment in

impaired loans 4037 280 5226 1 7 12

Loans with a specific valuation al lowance

Recorded balance $ $ $ 261 $ $ 347 Unpaid principal balance 261 347 Specific allowance 1 1 2 1 07 Average investment in

impaired loans 306 8201 530

Total loans receiva ble Total

Recorded balance $ $ $ 560 $ 1 098 $ $ 347 $ $ $ 2005 Unpaid principal balance $ $ $ 560 $ 1 098 $ $ 347 $ $ $ 2005 Specific allowance $ $ $ 1 1 2 $ $ $ 1 07 $ $ $ 219 Average investment in

impaired Joans $ 4037 $ $ 586 $1 3427 $ $ 2242 $ $ $ 20292

There was no Interest income recognized on a cash basis or accrual basis for 2014 or 2013 on impaired loans

Notes to Consolidated Financial Statements

Ill Loans cont

The following tables present the balance in the allowance for loan losses and the recorded investment in loans based on portfolio segment and impairment methods at December 31 (Dollars in thousands)

Non Residential Residential Agricultural Loans to Other

Construction Farmland Real Estate Real Estate Production Commercial Individuals Loans Unallocated Total

20 1 4 Allowance for loan losses Balance beginning of year $ 473 $ i 9 $ 700 $ i 32i $ i 4 $ 56i $ i 22 $ 30 $ - $ 3241 Provision charged to

expense (289) 68 762 (27) 2i (96) 699 2 i 2 i 351 Losses charged off (324) (i 79) (7i) (270) (i32) (971 Recoveries 34 49 i 3 i 8 i 55 23 29 Balance end of year $ 2i8 $ 87 $ i i 87 $ i i 28 $ 35 $ 4i 2 $ 706 $ i 33 $ - $ 3901

Ending balance individually evaluated for impairment $ $ $ 66 $ i 08 $ $ 3i $ $ $ - $ 20[

Ending balance collectively evaluated for impairment $ 2i 8 $ 87 $ i i 21 $ 1 020 $ 35 $ 381 $ 706 $ 1 33 $ - $ 370

Loans Ending balance $ 1 4 1 99 $20488 $1 1 5291 $ 1 37499 $ 1 2530 $45940 $ 57280 $ 5738 $ - $ 40896 Ending balance individually

evaluated for impairment $ $ $ i 68 $ 61 6 $ $ 551 $ $ $ - $ 1 33 Ending balance collectively

evaluated for impairment $14 i 99 $20488 $1 1 5 1 23 $ 1 36883 $ 1 2530 $45389 $57280 $ 5738 $ - $ 40763(

2013 Allowance for loan losses Balance beginning of year $ 243 $ 23 $ 848 $ 2040 $ 1 7 $ 456 $ 285 $ 7 $ 52 $ 397 Provision charged to

expense 230 (4) 378 1 077 (3) 630 (1 50) 1 37 (52) 224 Losses charged off (543) (i 830) (538) (203) (1 4 i ) (325t Recoveries 1 7 34 1 3 1 90 27 28

Balance end of year $ 473 $ 1 9 $ 700 $ i 32i $ i 4 $ 56i $ i 22 $ 30 $ - $ 324(

Ending balance individually evaluated for impairment $ $ $ 1 1 2 $ $ $ i 07 $ $ $ - $ 2if

Ending balance collectively evaluated for impairment $ 473 $ i 9 $ 588 $ 1 32i $ i 4 $ 454 $ i 22 $ 30 $ - $ 302middot

Loans Ending balance $i 9798 $1 7397 $i 04873 $ i 35014 $ 1 2968 $41 273 $ 42883 $ 6206 $ - $ 38041 Ending balance individually

evaluated for impairment $ $ $ 560 $ i 098 $ $ 347 $ $ $ - $ 200( Ending balance collectively

evaluated for impairment $i 9798 $ i 7397 $i 0431 3 $ i 339i 6 $ 1 2968 $40926 $42883 $ 6206 $ - $ 37840i

Notes to Consolidated Financial Statements

I I I Loans cont

Managements opinion as to the ultimate collectability of loans is subject to estimates regarding future cash flows from operations and the value of property real and personal pledged as collateral These estimates are affected by changing economic conditions and the economic prospects of borrowers

Allowance for Loan Losses The allowance for loan and lease losses (allowance) represents managements estimate of the reserve necessary to adequately account for probable losses that could ultimately be realized from current loan exposures In determining the adequacy of the allowshyance management relies predominately on a disciplined credit review and approval process The review process is directed by overall lending policy and is intended to identify at the earliest possible stage borrowers who might be facing financial difficulty

Loans for which it is probable that the Bank will not collect all principal and interest due according to the contractual terms are identishyfied as impaired The impairment for each applicable loan is quantified and specific loss exposures are allocated within the allowance Loans that are in non accrual status are generally considered impaired

A detailed analysis is performed on each loan that is not impaired but poses sufficient risk to warrant in-depth review These are loans that have been classified as substandard or are on the Banks internal watch list Due to the elevated risk inherent in these Joans management has determined that it is appropriate to quantify the potential loss within the pool of classified loans by estimating each loans collateral shortfall These collateral shortfall estimates are incorporated in the determination of the adequacy of the allowance

In estimating the risk of loss in the remaining portion of the loan portfolio identified as non-classified management establishes base Joss estimations which are derived from the historical Joss experience over the past three calendar years These base loss estimations are then adjusted after consideration ofnine different qualitative factors

Notes to Consolidated Financial Statements

IV Loan Servicing

Real estate loans serviced for others are not included in the accompanying consolidated balance sheets The risks inherent in mortgage servicing assets relate primarily to changes in prepayments that result from shifts in mortgage interest rates The unpaid principal balances of mortgage loans serviced for others was $3528 million and $3567 million at December 31 201 4 and 201 3 respectively The fair value of mortgage servicing rights at December 31 201 4 and 201 3 was approximately $31 million and $33 million respectively The fair value of servicing rights was determined using discount rates ranging from 950 to 1 000 percent and prepayment speeds principally ranging from 903 to 1 1 20 percent depending on the stratification of the specific right

The Corporation changed its method of amortizing mortgage servicing rights during 201 3 from the straight-line amortization method to a methodology based on anticipated prepayment assumptions Amortization expense for 2013 would have been $1 068 thousand if the straight-line method was used

Custodial escrow balances maintained in connection with the foregoing loan servicing and included in demand deposits were $37 million and $4 1 million at December 31 201 4 and 201 3 respectively

Following is a summary of the mortgage servicing rights capitalized and amortized (Dollars in thousands)

20 1 4 2013 2012

Balance beginning of year $ 2524 $ 21 83 $ 1 876 Mortgage servicing rights capitalized 331 847 1 31 9 Mortgage servicing rights amortized (408) 506) (1 01 2) Recorded balance end of year $ 2447 $ 2524 $ 21 83

Fair value end of year $ 31 38 $ 3273 $ 21 83

Notes to Consolidated Financial Statements

V Land Premises and Equipment

A summary of land premises and equipment by asset classification at December 31 is as follows (Dollars in thousands)

20 1 4 2013

Land $ 7895 $ 7895 Premises 1 7 697 1 8297 Furniture fixtures and equipment 7867 791 7 Vehicles 1 1 0 1 1 0

33569 34219 Accumulated depreciation (1 241 2) (1 2281) Land premises and equipment net $ 21 1 57 $ 21 938

Depreciation expense for the years ended December 31 201 4 201 3 and 201 2 was $1 4 million $1 4 million and $1 i million respectively Leasehold improvements are capitalized and depreciated using the straight-line method over the terms of the respective leases or the estimated useful lives of the improvements whichever is shorter Expected terms include lease option periods to the extent that the exercise of such options is reasonably assured

Pursuant to the terms of noncancelable lease agreements in effect at December 31 2014 pertwning to banking premises and equipment future minimum rent commitments under various operating leases are as follows for years ended December 31 (Dollars in thousands)

2015 2016 2017 201 8 2019 Thereafter Total

$ 303 $ 306 $ 1 91 $ 79 $ 79 $ 298 $ i 257

The leases contain options to extend for periods from five to 50 years The cost of exercising such options is not included above Total rent expense for the years ended December 31 201 4 201 3 and 201 2 amounted to approximately $336 $334 and $426 thousand respectively

Notes to Consolidated Financial Statements

VI Deposits

Time deposits greater than or equal to $100 thousand were $653 million and $723 million at December 31 201 4 and 201 3 respectively Interest expense on these deposits was $08 million $1 1 million and $1 4 million in 201 4 201 3 and 201 2 respectively

At December 31 2014 the scheduled maturities of time deposits are as follows (Dollars in thousands

2015 201 6 201 7 2018 2019 Total

$ 66577 $ 26867 $ 32074 $ 1 4084 $ 1 1 81 0 $ 1 51 41 2

Interest-bearing deposits at December 31 consist of the following (Dollars in thousands)

20 1 4

201 3

NOW and Money Market

$ 229355

$ 225263

Savings

$ 55301

$ 53326

Time $100000 and over

$ 65267

$ 72339

Time Other

$ 86145

$ 93065

Total

$ 436068

$ 443993

The aggregate amount of deposit overdrafts included in loans at December 31 201 4 and 201 3 was $244 and $1 91 thousand respectively

VII Borrowings

The Bank has the ability to borrow from the Federal Home Loan Bank with borrowings collateralized by first mortgage loans mulshytifamily and farmland loans under a blanket lien agreement in the amount of approximately $60 million Based on this collateral and the Banks holdings of FHLB stock the Bank is eligible to borrow up to approximately $38 million at year-end 201 4

During 201 2 and in conjunction with the purchase of 392663 treasury shares of stock the Corporation borrowed $6 million from a correspondent bank pursuant to a newly established line of credit The borrowings bear an interest rate equal to the lenders prime rate with a minimum rate of 325 At December 31 201 4 the rate was 325 and the balance outstanding was $36 million The Corporation was required to make quarterly interest-only payments on this line of credit through December 31 201 3 after which in addition to quarterly interest payments the Corporation must make equal annual principal payments of $1 2 million through December 31 201 7 when the line of credit matures There is no prepayment penalty associated with the borrowing should the Corporation decide to repay the debt prior to maturity

As of December 31 201 4 the Bank was not in compliance with one of the note covenants relating to annual return on assets The note contains certain covenants including financial covenants for the Bank which must be met at all times Should the Corporation or the Bank be found not compliant with them during the term of the note there are remedies the issuing financial institution shall have the right to enforce including that the note could become immediately due and payable The issuing financial institution has approved the noncompliance for the fourth quarter ended December 31 201 4

Notes to Consolidated Financial Statements

VI II I n come Taxes

Income taxes reflected in the consolidated statements of operations consist of the following (Dollars in thousands)

20 1 4 2013 Current payable

Federal $ 30 $ 96 State 80

Deferred tax benefit 60 1 96 Income tax expense $ 90 $ 372

The Corporations income tax expense beneflt) differed from the federal statutory rate of 34 as indicated in the following analysis

(Dollars in thousands)

20 1 4 2013

Tax based on statutory rate $ 388 $ 458 State taxes net of federal tax benefit (1 06) 53 Effect of tax-exempt income (31 0) (276) Other net 1 1 8 1 37 Income tax expense $ 90 $ 372

The Corporation has the following deferred tax assets and liabilities at December 31 (Dollars in thousands)

Deferred tax assets Deferred tax liabilities

Net deferred tax assets

20 1 4

$ 31 07 (2782)

$ 325

2013

$ 2982 (2637)

$ 345

2012

$ 1 234 727 (68)

$ 1 893

2012

$ 1 875 390 (31 4)

(58) $ 1 893

The components of deferred income taxes were principally related to the allowance for loan losses other real estate owned write-downs differences in amortization of core deposit intangible assets depreciation and mortgage servicing rights Deferred tax liabilities related to unrealized losses and gains on securities available for sale are $260 and $296 thousand at December 31 201 4 and 201 3 respectively

The Corporation files income tax returns in the US federal jurisdiction and the State of Illinois The Corporation is no longer subject to US federal or state income tax examination by tax authorities for years before 201 1

Notes to Consolidated Financial Statements

IX Employee Benefits

Substantially all employees are covered by a profit sharing plan The contribution determined in accordance with the provisions of the plan was $i 72 thousand $i 23 thousand and $207 thousand in 20i 4 20i 3 and 20i 2 respectively

Under the Corporations Employee Stock Option Plan the Corporation may grant options to its key employees for up to 1 00000 shares of common stock The exercise price of each option equals the market price of the Corporations stock on the date of grant and the options maximum term is ten years The vesting period is three years from the date of grant GAAP provisions require that compensation cost relating to share-based payment transactions be recognized in the financial statements with measurement based upon the fair value of the equity or liability instruments issued For the year ended December 3i 20i 2 the Corporation recognized $i i 3 thousand in compensation expense for stock options For the year ended December 3i 20i 3 the Corporation recognized $97 thousand in compensation expense for stock options For the year ended December 3i 20i 4 the Corporation recognized no compensation expense for stock options

The activity in the plan is summarized as follows

Outstanding at beginning of year Granted Exercised Forfeitedexpired Outstanding at end of year

Options exercisable at year-end

Non-vested options beginning of year Granted Vested Forfeitedexpired Non-vested options at year end

Shares

85998

(i 000)

84998

84998

20 1 4

Weighted Weighted Average Average

Exercise Price Contractual Term

$ 4762

3200

$ 4748

$ 4748

2 0 1 4

Number of Shares

8333

(8333)

(in years)

35

35

Weighted Average

Grant Date Fair Value

$ 3200

3200

$

2013

Weighted Weighted Shares Average Average

Exercise Price Contractual Term (in years)

88998 $ 4709

(667) 3200 (2333) 3747

85998 $ 4762 48

77665 $ 4929 4i

2013

Weighted

Number of Average

Grant Date Shares Fair Val u e

i 9333 $ 3200

(i 1 000) 3200

8333 $ 3200

The fair value of each option is estimated using Black-Scholes option-pricing model which requires the use of subjective valuation assumptions The expected volatility is based on historical volatility of the Corporations stock price The risk-free interest rates for periods within the contractual life of the awards are based on the US Treasury yield curve in effect at the time of the grant The expected life is based on historical exercise experience The dividend yield assumption is based on the Corporations history and expectation of dividend payouts There were no options granted in 20i 3 or 20i 4

At December Si 20i 4 there was no unrecognized cost related to non-vested stock options granted under the Employee Stock Option Plan

Notes to Consolidated Financial Statements

IX Emp loyee Benefits cont

The following table summarizes restricted stock activity

20 1 4 2013

Weighted Average Weighted Average Number of Grant Date Number of Grant Date

Shares Fair Value Shares Fair Value

Balance beginning of year 8959 $ 4000 $ Granted 8959 4000 Forfeited (888) 4000 Earned and issued (2250) 4000 Balance end of period 5821 $ 4000 8959 $ 4000

The fair value of the restricted stock awards is amortized to compensation expense over the vesting period (forty months) and is based on the market price of the Corporations common stock at the date of grant multiplied by the number of shares granted that are expected to vest At the date of grant the par value of the shares granted was recorded in equity as a credit to common stock and a debit to paid-in capital The weighted-average grant date fair value of restricted stock granted during the year ended December 31 201 4 was $4000 per share or $358 thousand Stock-based compensation expense for restricted stock for the year ended December 31 201 3 was $90 thousand Stock-based compensation expense for restricted stock during the year ended December 31 201 4 was $1 29 thousand Unrecognized compensation expense for non-vested restricted stock awards was $139 thousand and is expected to be recognized over a weighted average period of 34 months

X Related Party Transactions

The Bank has entered into transactions with certain directors executive officers significant stockholders and their affiliates or associshyates (related parties) Such transactions were made in the ordinary course of business on substantially the same terms and conditions including interest rate and collateral as those prevailing at the same tirne for comparable transactions with other customers and did not in the opinion of management involve more than normal credit risk or present other unfavorable features

Annual loan activity consisted of the following (Dollars in thousands

20 1 4 2013

Beginning balance $ 1 1 29 $ 1 1 63 New Joansadvances 1 94 46 Repayments (245) (80) Ending balance $ 1 078 $ 1 1 29

Deposits from related parties held by the Bank at December 31 201 4 and 201 3 amounted to $32 million and $37 million respectively

middot middot

XI Commitments and Contingencies

In the normal course of business the Bank makes various commitments and incurs certain contingent liabilities that are not reflected in the accompanying consolidated financial statements The credit risk associated with loan commitments and standby letters of credit is essentially the same as that involved with extending Joans to customers and is subject to the Banks credit policies Collateral or other security is normally not obtained for these financial instruments prior to their use and many of the commitments are expected to expire without being used

The following commitments existed at December 31 (Dollars in thousands

20 1 4 2013

Commitments to extend credit Fixed $ 33441 $ 26551 Variable 25597 24400

Standby letters of credit $ 483 $ 21 1

Notes to Consolidated Financial Statements

XII Reg u l atory M atters

The Bank is required to maintain average reserve balances with the Federal Reserve Bank based upon deposit levels and other facshytors The amount of those reserve balances for the years ended December Si 20i 4 and 20i 3 was approximately $i 00 thousand

Dividends are paid by the Corporation from its funds which are mainly provided by dividends from the Bank However national banking regulations and capital guidelines limit the amount of dividends that may be paid by banks

Banks and bank holding companies are subject to regulatory capital requirements administered by federal banking agencies Capital adequacy guidelines and additionally for banks prompt corrective action regulations involve quantitative measures of assets liabilities and certain off-balance-sheet items calculated under regulatory accounting practices Capital amounts and classificashytions are also subject to qualitative judgements by regulators Failure to meet capital requirements can initiate regulatory action Prompt corrective action provisions are not applicable to bank holding companies Furthermore the Banks regulators could require adjustments to regulatory capital not reflected in the financial statements

Prompt corrective action regulations provide five classifications well capitalized adequately capitalized undercapitalized significantly undercapitalized and critically undercapitalized although these terms are not used to represent overall financial condition If undershycapitalized capital distributions are limited as is asset growth and expansion and capital restoration plans are required

At December 3i 20i 4 the most recent notification from the Banks and Corporations regulator categorized the Bank as well capitalshyized under the regulatory framework for prompt corrective action To be categorized as well capitalized an institution must maintain minimum total risk-based Tier i risk-based and Tier i leverage ratios as set forth in the following tables There are no conditions or events since the notification that management believes have changed the Banks category The Banks and the consolidated Corporations actual capital amounts and ratios at December Si are presented in the table

Actual and required capital amounts and ratios are presented below at year-end (Dollars in thousands)

Minimum Minimum To Be For Capital Well-Capitalized

Actual Adequacy Purposes Under Bank Regulatory Capital Requirements

Amount Ratio Amount Ratio Amount Ratio 20 1 4 Total capital to risk weighted assets

Consolidated $ 56026 i 249 $ 35885 800 NIA NIA Bank 58957 i S i5 S5867 800 $ 448S4 i 000

Tier i (core) capital to risk weighted assets Consolidated 52i 2i i i 62 i 7942 400 NIA NIA Bank 55052 i 228 i 79S2 400 26898 600

Tier i (core) capital to average assets Consolidated 52 1 21 809 25768 400 NIA NIA Bank 55052 855 25908 400 S2i 94 500

20i3 Total capital to risk weighted assets

Consolidated $ 54577 i 289 $ S5995 800 NIA NIA Bank 56952 1S53 SS675 800 $ 42093 1 000

Tier 1 (core) capital to risk weighted assets Consolidated 5i S37 1 2 1 3 1 5931 400 NIA NIA Bank 5371 2 1 276 i 6838 400 25256 600

Tier 1 (core) capital to average assets Consolidated 5i 3S7 804 25306 400 NIA NIA Bank 537i 2 842 25675 400 31 895 500

Notes to Consolidated Financial Statements

XII I Earnings Per Share

The factors used in the earnings per share computation are as follows (Dollars in thousands except per share data)

20 1 4 2013 2012

Income Weighted- Per Share Income Weighted- Per Share Income Weighted- Per Share Average Amount Average Amount Average Amount Shares Shares Shares

Basic earnings per share Net income $ 1 050 1 048g23 $ 1 00 $ 976 1 043765 $ 94 $ 3622 1 352929 $ 268 Effect of assumed exercise

of stock options and restricted stock awards 1 831 9786 NIA

Diluted earnings per share Net income $ 1 050 1 050754 $ 1 00 $ 976 1 053551 $ 93 $ 3622 1 352g2g $ 268

Options to purchase 68500 68500 and 88998 shares of common stock were outstanding at December 31 201 4 201 3 and 201 2 but were not included in the computation of diluted EPS because the options exercise price was greater than the average market price of the common shares for each period

Notes to Consolidated Financial Statements

XIV Fair Val u e Measurements

ASC Topic 820 Fair Value Measurements defines fair value as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market parshyticipants at the measurement date Topic 820 also specifies a fair value hierarchy which requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value The standard describes three levels of inputs that may be used to measure fair value

Level i Quoted prices in active markets for identical assets Level 2 Observable inputs other than Level i prices such

as quoted prices for similar assets quoted prices in markets that are not active or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities

Level 3 Unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets

Following is a description of the valuation methodologies and inputs used for assets and liabilities measured at fair value on a recurring basis and recognized in the accompanying balance sheets as well as the general classification of such assets and liabilities pursuant to the valuation hierarchy

Securities Available for Sale

Securities classified as available for sale are reported at fairvalue utilizing Level 2 inputs Except for equity securities unadjusted quoted prices in active markets for identical assets are utilized to determine fair value at the measurement date which are conshysidered Level i inputs For all other securities the Corporation obtains fair value measurements from an independent pricing sershyvice The fair value measurements consider observable data that may include dealer quotes market spreads cash flows the US Treasuryyield curve live trading levels trade execution data market consensus prepayment speeds credit information and the bonds terms and conditions among other things

Certain financial assets and financial liabilities are measured at fair value on a nonrecurring basis that is the instruments are not measured at fair value on an ongoing basis but are subject to fair value adjustments in certain circumstances (for example when there is evidence of impairment) At December 3i 20i 3 other real estate owned measured at fair value was $7 5 million using a combination of observable inputs including recent appraisshyals and unobservable inputs based on customized discounting criteria Due to the significance of the unobservable inputs all other real estate owned fair values have been classified as Level 3 Rnancial assets and financial liabilities excluding impaired Joans measured at fair value on a nonrecurring basis were not significant at December 31 201 4 and 2013

The following tables summarize financial assets measured at fair value at December 31 segregated by the level of the valuation inputs within the fair value hierarchy utilized to measure fair value (Dollars in thousands)

Level 1 Level 2 Level 3 Total 20 1 4 Inputs Inputs Inputs Fair Value Recurring

$ Equity securities $ 456 $ $ 456 Securities available for sale $ $ i 27768 $ $ 1 27768

Nonrecurring $ Impaired Joans $ $ 1 069 $ 1 069

other real estate owned $ $ $ 3375 $ 3375

201 3 Recurring

$ $ Equity securities $ 2405 $ 2405 Securities available for sale $ $ i 4706i $ $ 1 4706i

Nonrecurring $ Impaired loans $ $ 91 6 $ 9 1 6

Other real estate owned $ $ $ 832 $ 832

Notes to Consolidated Financial Statements

XI Fair Value of Financial Instruments

The canying amount and fair value of the Corporations other financial instruments at December 31 are set forth below (Dollars in thousands)

Financial assets Cash and cash equivalents Restricted stock -Loans held for sale Loans net Accrued interest receivable

Financial liabilities Deposits Other borrowings Accrued interest payable

Commitments to orginate loans

Letters of credit

Lines of credit

Forward sale commitments

Carrying Amount

$ 2671 5 1 647 2432

405059 3369

$ 548940 3600

52

2014 201 3

Fair Value Carrying Amount

$ 2671 5 $ 36838 1 647 1 494 2432 5902

405027 377172 3369 2820

$ 51 3334 $ 549645 3600 4800

52 66

Fair Value

$ 36838 1 494 5902

377166 2820

$ 502487 4800

66

Notes to Consolidated Financial Statements

XV Fair Val u e of Financial Instrum ents cont

Nonrecurring Measurements Following is a description of the valuation methodologies and inputs used for assets measured at fair value on a nonrecurring basis and recognized in the accompanying balance sheets as well as the general classification of such assets pursuant to the valuation hierarchy For assets classified within Level 3 of the fair value hierarchy the process used to develop the reported fair value is described below

Other Real Estate Owned Other real estate owned (OREO) is carried at fair value Jess estimated cost to sell when the real estate is acquired Estimated fair value of OREO is based on appraisals or evaluations OREO is classified within Level 3 of the fair value hierarchy

Appraisals of OREO are obtained when the real estate is acquired and subsequently as deemed necessary by the Banks manageshyment Appraisals are reviewed for accuracy and consistency by the Bank Appraisers are selected from the list of approved appraisers maintained by management

Collateral-dependent Impaired Loans Net of ALLL The estimated fair value of collateral-dependent impaired Joans is based on the appraised fair value of the collateral Jess estimated cost to sell Collateral-dependent impaired Joans are classified within Level 3 of the fair value hierarchy

The Bank considers the appraisal or evaluation as the starting point for determining fair value and then considers other factors and events in the environment that may affect the fair value Appraisals of the collateral underlying collateral-dependent Joans are obtained when the loan is determined to be collateral-dependent and subsequently as deemed necessary by the Banks management Appraisals are reviewed for accuracy and consistency by the Bank Appraisers are selected from the list of approved appraisers mainshytained by management The appraised values are reduced by discounts to consider lack of marketability and estimated cost to sell if repayment or satisfaction of the Joan is dependent on the sale of the collateral These discounts and estimates are developed by the credit department by comparison to historical results

Notes to Consolidated Financial Statements

XV Fair Val ue of Financial Instruments cont

Unobservable (Level 3) Inputs The following table presents quantitahve information about unobservable inputs used in recurring and nonrecurring Level s fair value measurements other than goodwill (Dollars in thousands)

Other real estate owned

middot Collateral-dependent impaired loans

Other real estate owned

Collateral-dependent impaired loans

Fair Value at 123 114

$ 3375

$ 1 069

Fair Value at 123113

$ 832

$ 91 6

Sensitivity of Significant U nobservable Inputs The following is a discussion of the sensitivity of significant unobshyservable inputs the interrelationships between those inputs and other unobservable inputs used in recurring fair value measureshyment and of how those inputs might magnify or mitigate the effect of changes in the unobservable inputs on the fair value measurement

The following follows the Fair value table The following methods were used to estimate the fair value of all other financial instruments recognized in the accompanying balshyance sheet at amounts other than fair value

Cash and Cash Equivalents The carrying amount approximates fair value

Loans Held For Sale The carrying amount approximates fair value due to the insigshynificant time between origination and date of sale The carrying amount is the amount funded and accrued interest

Loans

Fair value is estimated by discounting the future cash flows using the market rates at which similar notes would be made to borshyrowers with similar credit ratings and for the same remaining maturities The market rates used are based on current rates the Bank would impose for similar loans and reflect a market parshyticipant assumption about risks associated with nonperformance illiquidity and the structure and term of the loans along with local economic and market conditions

Restricted Stock Fair value is estimated at book value due to restrictions that limit the sale or transfer of such securities

Valuation Unobservable Range Technique Inputs (Weighted

Market comparable Comparability Average)

properties adjustments () Not available

Market comparable Marketability properties discount 1 0 - 1 5 (1 2)

Valuation U nobservable Range Technique Inputs (Weighted

Market comparable Comparability Average)

properties adjustments () Not available

Market comparable Marketability properties discount 1 0 - 1 5 (1 2)

Accrued Interest Receivable and Payable

The carrying amount approximates fair value The carrying amount is determined using the interest rate balance and last payment date

Deposits and Other Borrowings Fair value of term deposits is estimated by discounting the future cash flows using rates of similar deposits with similar maturities The market rates used were obtained from a knowledgeable independent third party and reviewed by the Corporation The rates were the average of current rates offered by local competishytors of the bank subsidiaries

The estimated fair value of demand NOW savings money marshyket deposits and other borrowings is the book value since rates are regularly adjusted to market rates and amounts are payable on demand at the reporting date

Commitments to Originate Loans Forward Sale Commitments Letters of Credit and Lines of Credit The fair value of commitments to originate loans is estimated using the fees currently charged to enter into similar agreements taking into account the remaining terms of the agreements and the present creditworthiness of the counterparties For fixedshyrate loan commitments fair value also considers the difference between current levels of interest rates and the committed rates

The fair value of commitments to sell securities is estimated based on current market prices for securities of similar terms and credit quality

The fair values of letters of credit and lines of credit are based on fees currently charged for similar agreements or on the estimated cost to terminate or otherwise settle the obligations with the counterparties at the reporting date

Notes to Consolidated Financial Statements

XVI Accumul ated Comprehensive Income (Loss)

The components of accumulated other comprehensive income loss) included in stockholders equity are as follows (Dollars in thousands)

Net unrealized gains (Joss) on available for sale securities Tax effect Net-of-tax amount

20 1 4

$ 766 (260)

$ 506

2013

$ (871) 296

$ (575)

Amounts reclassified from accumulated other comprehensive income and the affected line items in the statements of income during the years ended December 31 were as follows

Affected line item in 20 1 4 2013 2012 the statements of

income

Net realized gains of Unrealized gains on securities available for sale $ 368 $ 434 $ 2084 sales of available for-sale

securities

Tax effect (1 26) (i 48) (709) Income taxes Total reclassification out of accumulated other comprehensive income $ 242 $ 286 $ 1 375 Net reclassified

amount

XVII Goodwill and Acquired Intangible Assets

The Corporations goodwill and intangible assets are as follows There was no Impairment of goodwill or intangible assets in 2014 or 2013 (Dollars in thousands)

20 1 4 2013

Goodwill $ 3265 $ 3265 Core deposit intangibles $ 1 805 $ 1 805 Non-compete agreement 375 375 Intangible assets 21 80 2 180 Less accumulated amortization 2 180 2090

Total intangible assets $ $ 90

Aggregate amortization expense for years ended December 31 2014 201 3 and 201 2 was $90 $181 and $1 80 thousand respectively

XVI II Subsequent Events

Management evaluated subsequent events through February 27 201 5 the date the consolidated financial statements were available to be issued Events or transactions occurring after December 31 2014 but prior to February 27 2015 that provided additional evidence about conditions that existed at December 31 2014 have been recognized in the consolidated financial statements for the year ended December 31 2014 Events or transactions that provided evidence about conditions that did not exist at December 31 201 4 but arose before the consolidated financial statements were available to be issued have not been recognized in the consolidated financial statements for the year ended December 31 2014

This information is an Integral part of the accompanying consolidated financial statements

Independent Auditors Report

CPAs amp Advisors

Board of Directors

NI Bancshares Corporation

Sycamore Illinois

We have audited the accompanying consolidated financial statements of NI Bancshares Corporation which comprise

the consolidated balance sheets as of December 3 1 2014 and 2013 and the related consolidated statements of income

comprehensive income (loss) stockholders equity and cash flows for the years ended December 3 1 2014 2013 and 2012 and the related notes to the consolidated financial statements

Managements Responsibility for the Financial Statements

Management is responsible for the preparation and fair presentation of these consolidated financial statements in accordance

with accounting principles generally accepted in the United States of America this includes the design implementation and

maintenance of internal control relevant to the preparation and fair presentation of consolidated financial statements that are

free from material misstatement whether due to fraud or error

Auditors Responsibility

Our responsibility is to express an opinion on these consolidated financial statements based on our audits We conducted our

audits in accordance with auditing standards generally accepted in the United States of America Those standards require that

we plan and perform the audit to obtain reasonable assurance about whether the consolidated financial statements are free from material misstatement

An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the consolidated

financial statements The procedures selected depend on the auditors judgment including the assessment of the risks of material misstatement of the consolidated financial statements whether due to fraud or error In making those risk

assessments the auditor considers internal control relevant to the Corporations preparation and fair presentation of the

consolidated financial statements in order to design audit procedures that are appropriate in the circumstances but not for

the purpose of expressing an opinion on the effectiveness of the Corporations internal control Accordingly we express no

such opinion An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of

significant accounting estimates made by management as well as evaluating the overall presentation of the consolidated

financial statements

We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion

Opinion In our opinion the consolidated financial statements referred to above present fairly in all material respects the financial position of NI Bancshares Corporation as of December 3 1 2014 and 2013 and the results of its operations and cash flows

for the years ended December 3 1 2014 2013 and 2012 in accordance with accounting principles generally accepted in the United States of America

Decatur Illinois February 27 2015

PRESID ENT I CEO Michael A Cullen

BUSI NESS BANKING Charles C Kaiser Senior Vice President - Business Banking

Michael A Hawley Senior Vice President - Senior Commercial Loan Officer

Grant M Goltz Vice President - Commercial Loan Officer

Lucas G Goucher Vice President - Commercial Loan Officer

Nicholas D Lee Vlce President - Commercial Loan Officer

Robert W Mason Vice President - Commercial Loan Officer

Timothy J Meyer Vice President - Commercial Loan Officer

Sheela Prahlad Vice President - Commercial Loan Officer

CREDIT D EPARTMENT

Karen A Kuppler Senior Vice President - Chief Credit Officer

Gerald W Brantner Vice President - Senior Collector

CONSUM ER BANKING RESIDENTIAL LENDING ORIGINATION

Mark R ODell Vice President - Senior Retail Loan Officer

CONS U M ER BANKING Bradley V Brown Senior Vice President - Consumer Banking (Security Officer)

Terrence M Duffy Senior Vice President - Consumer Banking Division Manager

Ishmael M McGhee Vice President - Consumer Banking Division Manager

Frank P Turza Vice President - Consumer Banking Division Manager

Directory of NBamp T

TRUST D EPARTMENT R David Van Buren Senior Vice President - Trust amp Investments

Stephen J Colianni Vice President -Trust Investment Officer

Stephen G Corcoran Vice President - Employee Benefits Manager

Karen J Daleo Vice President - Trust Tax Manager amp Assistant Secretary

James J Dombek Vice President - Personal Trust Manager amp Secretary

Kathryn J Johnson Vice President -Trust Administrator

Thomas M Sullivan Vice President - Trust Administrator

Carolyn S Swafford Vice President - Trust Administrator

FAR M SERVIC E DEPARTM ENT Scott R Pumroy Vice President - Farm Service Department Manager

OPERATIONS D EPARTMENT

Michelle R Carlson Vice President - Operations

Hien Van Do Vice President - Core Banking Systems Administrator

ACCOUNTING DEPARTM ENT David N McCoy Senior Vice President - Chief Financial Officer

BRAND amp MARKETING Tami J Armstrong Vice President - Brand amp Marketing

H U MAN RESOU RCES Samantha J Dailey Vice President - Human Resources

AUDITING DEPARTMENT Sarah M Taylor Vice President - Internal Audit

EXHIBIT 2A

NI BANCSHARES CORPORATIONS ORGANIZATIONAL CHART

NI BANCSHARES CORPORATIO N

230 W STATE ST SYCAMORE IL 601 78

State of Incorporation = Delaware

1 00

THE NATIONAL BAN K amp TRUST COMPANY OF SYCAMORE

230 W STATE ST SYCAMOR_E IL 601 78

hsults A list of branches for your depostorv nstftution NATIONAL BANK amp TRUST COMPANY OF SYCAMOftE THE (ID_RSSO 534345)

This depository fnstltutlon fs held by NI BANCSHARES CORPORATION (1827893) of SYCAMORE IL

The data are as of 12312014 Data reflects Information that was received and procMsed through 01072JJ1S

Reconciliation and YerfCtton Steps

1 In the Data Action column of each brmch row enter one or more of the actions specifild hilow 2 If required enter the date In the Effective te column

Actions

OK If the branch Information Is COfTect enter OK in the Data Action column

Chan1e If the branch Information Is incorrlCt or Incomplete revrse the data enter Change In the Data Action column and the date when this lnformaUon first beame valid Jn the Etfedive Oatbull column

Cose If a branch llsted was sold or closed enter dose In the Data Action column and thl ule or closure date In the Effective Date column Delete If a branch listed was never owned by th(s depository Institution enter Delltl In thl Oatbull Action column

Add lfa reportable branch Is missing Insert a row add the branch data and enter Add in thl Data Action column and the opening or acquisition date In the Effective Date laquo)lumn

If printing this lrst you may need to adjust your page setup in MS Excel Try uslng landscape orientation p1ae scaling andor liegal sl1ed pa pier

Submission Procedure

When you a finiihed send a savied copy to your FRB contact See the det1iled lmtructions on this site for more Information

If vou are ie-malllng this to your FRB contAct put your Institution name dtyand state In thie subjtct line of the e-mail

Note To satisfy the FR YmiddotlO portln1 rirements you must also submit FR Ymiddot10 Oomes-tic Branch Schedules for each bninch with a Ot Attlon of nae Close Deletl or Add

The FR fmiddotlO rieport may be submitted in a hardcopy format or via the FR Y-10 Online application middot httpsylOonlinefederalreservegov

bull FDIC UNINUM Office Number and ID_RSSD columns are for reference only Verification of these values Is not required

- Effecdw Ote Branch Service Type Bnnch ID Rssobull Popular Name Street Address City NATIONAL BANK amp TRUST COMPANY Of

OK Fun servlCI (Head Offitt) 53045 SYCAMORE THE 230 WEST STATE STREET SYCAMORE

OK Full Service 3310232 2290 SYCAMORE ROAD OfFICE 2290 SYCAMORE ROAD DEKALB

OK Full lce 3735255 BANCO NBampT BRANCH 1029 PLEASANT STREET DEKALB

OK Fullservice 354132 NSampT SQUARE BRANCH 130 WEST LINCOLN HIGHWAY DEKAlB

OK Full Service 3735246 ELBURN BRANCH 930 NORTH MAJN STREET ELBURN

OK Full Service 3310241 GENOA BRANCH 601 PEARSON DRIVE GfNOA

OK Full service 2192507 200 NORTH MAIN STREET OfFICE 200 NORTH MAIN STREET UtANO

OK full Service 4394873 SANDWlCH BRANCH 321 E OIURCH STREET SANDWlCH

OK Fullice 2D8577S SERENA BRANCH US HIGHWAY 52 SOMONAUK ROAD SERENA

OK Full Service 2431457 1425 DEKAl8 AVENUE BRANCH 1425 DEKALB AVENUE SYCAMORE

St1te

IL

IL

IL

IL

IL

IL

IL

IL

IL

IL

Zip Code Countv

60178 DEKALB

60US DEKALB

60115 DEKALB

60U5 DEKALB

60119 KANE

60135 DEKALB

60531 IASAllE

60548 DEKALB

60549 LA SAUE

60178 DEKALB

Country FDIC UNINUMbull Office Numberbull Hbullad Office Head Office ID_RSSD Comments

NATIONAL BANK amp TRUST COMPANY Of

UNITED STATES 6414 0 SYCAMORE THE 534345 NATIONAL BANK amp TRUST COMPANY OF

UNITED STATES 221714 2 SYCAMORE THE 534345 NATIONAL BANK amp TRUST COMPANY Of

UNITpound0 STATES 475977 9 SYCAMORE THE 534345

NATIONAL BANK amp TRUST COMPANY OF

UNITED STATES 10484 5 SYCAMORE THE 534345 NATIONAL BANK amp TRUST COMPANY OF

UNITED SfATES 475976 8 SYCAMORE THE 534345

NATIONAL BANK amp TRUST COMPANY OF

UNITED STATES 424666 4 SYCAMORE THE 534345 NATIONAL BANK amp TRUST COMPANY OF

UNITED STATES 237859 7 SYCAMOftE THE 534345 NATIONAL BANK amp TRUST COMPANY Of

UNITED STAttS 530108 10 SYCAMORE THE 534345 NATIONAL BANK amp TRUST COMPANY Of

UNITED STATES 2318S8 6 SYCAMORE THE 534345 NATIONAL BANK amp TRUST COMPANY OF

UN ITED STATES 264332 1 SYCAMORE THE 534345

Re ort Item 3 Securities Holders

FR Y-6

NI Bancshares Corporation

Sycamore IL

Fiscal Year Ending December 3 1 201 4

Current Securities Holders with ownership control or holdings of 5 or more with power to vote as-of fiscal year end

Securities Holders not listed in 3(1 )(a) through (3)(1 )(c) that had

ownership control or holdings of 5 or more with power to vote

during the fiscal year

(1 )(a)

Name amp Address (City

State Country)

James W Dutton

Tulsa OK USA

Jane Danielson

Freeport ME USA

Anne Pick

St Paul MN USA

(1 )(b)

Country of

Citizenship or

Incorporation

USA

USA

USA

(1 )(c) Number and

Percentage of Each

Class of Voting

Securities

62324 shares 594

84563 shares 806

88480 shares 843

(2)(a) (2)(b)

Country of

Name amp Address Citizenship or

(City State Country) Incorporation

(2)(c) Number and

Percentage of Each

Class of Voting

Securities

FA Y--6

NI Bancshares Corporation Sycamore ll

Ascal Year Ending December 311 2014

(1) (2) (3)(bull) (3)(b) (3)(o) (4)(bull) (4)(b) (4)(o) Percentage of List names of other companies

Percentage of Voting Securities Includeamp partnerships) If 25 or more Voting Securities ln Subsidiaries of voting securftles are held (list

Names amp Address Principal Occupation II other than Title amp Position with Title amp Position with Subsidiaries Title amp Position with Other Businesses Jn Holding (Include names names ol companies and percentage of

(City State Country) with Holding Company Holding Company (Include names of subsidiaries) (Include names ol other businesses) Company of subsidiaries) voting securltles held)

Michael A Cullen NIA Director President amp CEO Director President amp CEO NIA 018 None NIA Sycamore IL USA The National Bank amp Trust

Company of Sycamore

Richard N Anderson President - Anderson Director Director President 159 None Anderson Funeral Home Ltd (100) DeKalb JL USA Funeral Home Ltd The Natrona[ Bank amp Trust Anderson Funeral Home Ltd

Company of Sycamore

John H Boles NIA Director Retired Trust Officer NIA 149 None NIA Sycamore IL USA The National Bank amp Trust

Company of Sycamore

Evelina J Cichy Retired Vice President of Instruction Director Director NA 015 None NIA DeKalb IL USA Klshwaukee College The Natrona Bank amp Trust

Company of Sycamore

James W Dutton CFO Macrosolva lnc Chairman of the Board Chairman of the Board CFO Macrosolve lnc 594 None NIA Tulsa OK USA The Natonal Bank amp Trust

Company of Sycamore

Robert B Johnson Partner - Johnson Farms Director Director Partner 063 None Johnson Farms (40) DeKalb IL USA The National Bank amp Trust Johnson Farms

Company of Sycamore

Robert C Johnson NIA Director Director NIA 034 None NIA DeKalb IL USA The National Bank amp Trust

Company of Sycamore

Kevin P Poorten President amp CEO - Kish Health Syse Director Director NA 005 None NIA DeKalb IL USA The National Bank amp Trust

Company of Sycamore

Douglas C Roberts Private Investor Director Director PresidentmiddotZea mays Holdings LLC 382 None Zea mays Holdngs LLC (100) Sycamore IL USA The National Bank amp Trust

Company of Sycamore

Tmothy P Suter President amp CEO - Suter Company Director Director NA 002 None NIA Sycamore IL USA The Natlonal Bank amp Trust

Company of Sycamore

Report lem 4 Insiders -PAGE 2 of 2

Tami Armstrong NIA NIA VP Brand amp Marketng NIA 0005 None NIA Sycamore IL USA The Natonal Bank amp Trust

Company of Sycamore

Bradley V Brown NIA NIA SVP Consumer Banking NIA 0004 None NIA DeKalb IL USA The Natlonal Bank amp Trust

Company of Sy9amore

Michelle Carlson NIA NIA VP Operallons NIA 0004 None NIA SuQar Grove IL USA The National Bank amp Trust

Company of Sycamore

Sa_111antha J Dalley NIA NIA VP Human Resources NIA 0003 None NIA Sycamore IL USA The National Bank amp Trust

Company of Sycamore

James Dombek NIA NIA VP Personal Trust Manager NIA 0002 None NIA Sycamore IL USA The National Bank amp Trust

Company of Sycamore

Michael Hawley Geneva IL USA NIA NIA Sr VP Sr Commercial Loan Officer NIA 0005 None NIA

The Natfonal Bank amp Trust Company of Sycamore

Charles C Kaiser NIA NIA Sr VP Senior Lending Officer NIA 0007 None NIA Sycamore IL USA The National Bank amp Trust

Company of Sycamore

Karen Kupper NIA NIA SVP Chief Credit Offcer NIA 0003 None NIA Hinkley IL USA The Natonal Bank amp Trust

Company of Sycamore

Davld N McCoy NIA Treasurer SVP Chief Flnanclitl Officer NIA 0006 None NIA South Elgin IL USA The Natlonal Bank amp Trust

Company of Sycamore

Mark ODell NIA NIA VP Sr Residentlal loan Officer NIA 0000 None NIA Aurora IL USA The National Bank amp Trust

Company of Sycamore

A David VanBuren NIA NIA SVP Trust amp Investments NIA 0005 None NIA Sycamore IL USA The National Bank amp Trust

Company of Sycamore

  • FR Y-6 Cover Page
  • Report Item 1 Annual Report to Shareholders
  • Report Item 2a Organization Chart
  • Report Item 2b Domestic Branch Listing
  • Report Item 3 Securities Holders
  • Report Item 4 Insiders
Page 4: Annual Report of Holding Companies-FR Y-6/media/others/banking/...consistent and deliberate in implementing our strategic initiatives. In addition to our loan growth, our trust assets

LOCATIONS

Main Bank

230 West State Street Sycamore Illinois 60178

NBampT S q uare Branch

130 West Lincoln Highway DeKalb Illinois 60115

DeKalb M a rket S q uare Branch

2290 Sycamore Road DeKalb Illinois 60115

Coltonvi l l e Branch

1425 DeKalb Avenue Sycamore Illinois 60178

Genoa Branch

601 Pearson Drive GE)noa Illinois 60135

Sandwich Branch

321 East Church Street Sandwich Illinois 60548

Elburn Branch

930 North Main Street Elburn Illinois 60119

Serena Brarich

Route 52 Serena Illinois 60549

Leland Branch

200 North Main Street Leland Illinois 60531

Banco NBampT 1029 Pleasant street DeKalb Illinois 66ii S

banknbtcom middotmiddot middot

-- bullmiddot-

- i_ middot middot4

- _ bull

Table of Contents

Letter to our Stockholders 3

Financial Highlights 4

Consolidated Balance Sheets 5

Consolidated Statements of Income 6

Consolidated Statements of Comprehensive Income (Loss) 7

Consolidated Statements of Stockholders Equity 8

Consolidated Statements of Gash Flows 9

Notes to Consolidated Financial Statements i 0

Independent Auditors Report 35

Directory of NBampT 36

Board of Directors

Richard N Anderson

President Anderson Funeral Home Ltd

John H Boies

Retired Trust Officer NBampT

Evelina J Cichy

Retired Vice President of Instruction Kishwaukee College

Michael A Cullen

President CEO NBampT

James W Dutton

Chairman of the Board NI Bancshares Corporation

Robert B Johnson

Partner Johnson Farms

Robert C Johnson

Former Chairman of the Board NBampT

Kevin P Poorten

President and CEO KishHealth System

Douglas C Roberts

Private Investor

Timothy P Suter

President and CEO The Suter Company Inc

NI Bancshares Corporation Officers

James W Dutton Chairman of the Board Michael A Cullen President CEO R David Van Buren Secretary David N McCoy Treasurer

To our Stockholders

We are pleased to present you with the 201 4 financial results for NI Bancshares Corporation and our subsidiary The National Bank amp Trust Company of Sycamore (NBampT) We continue to make sure and steady progress within an industry that is still challenged by the economy and the increased scrutiny within the regulatory environment

NBampT continues to be the market share leader in DeKalb County for deposits trust assets under management and mortgage loans originated Our strategic sales and growth initiatives are solid and the resultant increase in relationships is encouraging We continue to solidify our balance sheet from a quality perspective while actively positioning our assets and liabilities for an eventual increase in the economys interest rates The timing of interest rate hikes is unknown but we firmly believe that the propensity for rates to climb is greater than rates falling lower It is important that we operate within our risk tolerances and not take on additional risks for the sake of short term earnings

We are pleased that loans and loans held for sale increased over 6 to $407 million at the end of 201 4 We are increasing loans during a period when other banks are not while still maintaining our asset quality This is the result of our lending tearn being consistent and deliberate in implementing our strategic initiatives

In addition to our loan growth our trust assets under management grew by over $37 million and ended the year at over $700 million This is another record setting year for our Trust and Wealth Management Group The team of trust professionals is experienced and efficient while at the same time providing exceptional customer service to our clients

While earnings were up only slightly we continue to make progress in our core banking business Our Net Interest Income after provision for loan losses ended the year at $1 7 1 million which is up from $1 46 million for 2013 A negative impact to earnings was the effect the industry felt from the increase in rates on mortgage loans While we continue to be the leader in DeKalb County for mortgage loans our income from this line of business was down over $1 million year over year Another drag on earnings continues to be the costs associated from Other Real Estate Owned (OREO) as it relates to valuation write downs and carrying costs

The Bank continues to have a strong capital position which has allowed us to keep consistent with our dividend payments While there remain challenges from the regulatory environment and non-traditional competitors we are confident that we will continue to provide value for our shareholders and meet the needs of the communities we serve

This past year Chuck Sauber Bob Wildenradt and Dave Juday retired from the board of directors These directors served on the bank board for 23 years 21 years and 1 8 years respectively These directors were strong contributors from the day they walked in until the day they retired Their many contributions are appreciated and we wish them well in their new endeavors We also welcome two new directors Kevin Poorten CEO of KishHealth System and Tim Suter President and CEO of The Suter Company have joined the board and have made an immediate impact Their knowledge of the community and their business acumen will add to the strength of our already strong board of directors

Finally it is with a heavy heart that we say good bye to one of our directors who passed away in an automobile accident last fall Debra Hopkins was a true professional in the field of accountancy and touched the lives of thousands of students from her work at Northern Illinois University Debra served on our board since 2004 and was an active enthusiastic contributor The entire NBampT team will miss Debra

In closing we will continue to be diligent in the management of our resources and the oversight of those assets entrusted to us Our board our management team and our staff take those responsibilities seriously We thank you for your support and confidence

- James W Dutton Chairman of the Board

Michael A Cul len President CEO

2014 2013

For the year

Net income $ 1050 $ 976

Diluted earnings per share 100 93

Dividends declared 525 522

Dividends per share 050 050

Net interest income after provision for Joan losses 17127 14605

At year end

Total assets $ 611854 $ 611 906

Total deposits 548940 549645

Loans and Joans held for sale 407491 383074

Securities including Federal Horne Loan Bank and Federal Reserve Bank stock 129871 150961

Stockholders equity 56136 54369

Trust assets under management 700997 663726

Book value per share 5348 5183

Ratios()

Return on average core stockholders equity 20 23

Return on average assets 02 02

(Dollars in thousands except per share data)

Total assets in millions of dollars Net income in millions of dollars

$700 $7

6119 6119

$600 $6

middot$500 c $5

$400 $4 36

$300 $3

$200 $2

$100 $1

$0 $0

11 12 13 14 11 12 13 14

--

Financial Highlights

Years ended December 31

2012 2011

$ 3622 $ 1536

268 109

589 591

050 042

15991 15292

$ 592879 $ 590073

527006 515957

334246 318144

143460 141738

56272 71626

600996 574093

5421 5098

57 24

06 03

Year end stock data per share in dollars

bull BookValue $70

- Stock Price

$60 54

$40

$30

$20

$10

$0

11 12 13 14

Consolidated Balance Sheets At December 31

Assets

Cash and due from banks Interest bearing deposits in other

financial institutions

Cash and cash equivalents Securities available for sale Federal Home Loan Bank and

Federal Reserve Bank stock Loans held for sale Loans net of allowance for loan losses of

$3906 in 201 4 and $3240 in 201 3 Land premises and equipment net other real estate owned Mortgage servicing rights Goodwill Intangible assets Bank owned life insurance Accrued interest receivable and other assets

Total assets

Liabilities

Noninterest-bearing deposits Interest-bearing deposits

Total deposits

Other borrowings Accrued interest payable and other liabilities

Total liabilities

Stockholders equity

Preferred stock $50 par value 20000 shares authorized none issued

Common stock $1 25 par value 2000000 shares authorized issued 1 676425 and 1 675735 shares at December 31 201 4 and 201 3 respectively and outstanding of 1 049789 and 1 049059 respectively

Additional paid in capital Retained earnings Accumulated other comprehensive income (loss) net Treasury stock 626676 shares in 201 4 and

201 3 at cost

Total stockholders equity

Total liabilities and stock1olders equity

(Dollars in thousands) See accompanying notes to consolidated financial statements

2014

$ 1 871 5

8000

26715 1 28224

1 647 2432

405059 21 1 57

7456 2447 3265

-81 09 5343

$611854

$ 1 1 2872 436068

548940

3600 3 178

555718

-

2094 9607

72747 506

(28818)

56136

$611854

2013

$ 25838

1 1 000

36838 1 49467

1 494 5902

3771 72 21 938

7534 2524 3265

90

5682

$611906

$ 1 05652 443993

549645

4800 3092

557537

2093 9447

72222 (575)

(2881 8)

54369

$611906

Interest income

Loans Securities taxable Securities tax-exempt Interest bearing deposits

in other financial institutions

Total interest income

Interest expense

Deposits

Other borrowings

Total interest expense

Net interest income

Provision for loan losses

Net iQterest income after provision for loan losses

Noninterest income

Trust fees Income from mortgage banking Service charges on deposit accounts Realized securities gains net Other income

Total noninterest income

Noninterest expense

Salaries and employee benefits Occupancy expense FDIC Insurance Other real estate owned Other expense

Total noninterest expense

Income before income taxes

Provision for income taxes r---

------------middot-middot------ ------ _Net incdeg=-

- __ _ _ ___ _ _ ___ _ _ ___ _ _ _ ____ _ Basic earnings per share Diluted earnings per share

(Dollars in thousands) See accompanying notes to consolidated financial statements

2014

$ i S371 1 491

775

1 04

20741

21 1 4

1 50

2264

1 8477

1 350

1 7 1 27

4748 1 078 2095

368 1 308

9597

1 3283 3252

524 1 582 6943

25584

1 1 40 90

$ _ 10_50

$ 1 00 $ 1 00

Consolidated Statements of Income Years ended December 31

2013 201 2

$ 1 7 599 $ 1 8233 1 354 2038

764 767

205 251

1 9922 21 289

2882 3493

1 92 34

3074 3527

1 6848 1 7762

2243 1 771

1 4605 1 5991

4662 5025 21 57 2403 1 997 1 754

434 2084 1 1 93 945

1 0443 1 2211

1 2789 1 2787 3049 281 4

5 17 668 1 430 640 5915 5778

23700 22687

1 348 551 5 372 1 893

$ 976 $ 3622

$ 94 $ 268 $ 93 $ 268

Consolidated Statements of Comprehensive Income (Loss) At December 31

Net income

Other comprehensive income (loss)

Unrealized appreciation depreciation) on available for sale securities net of taxes of $682 $(1 1 7 4) and $3 for 201 4 2013 and 201 2 respectively

Less reclassification adjustment for realized gains included in net income net of taxes of $1 26 $1 48 and $709 for 201 4

2014

$ 1050

$ 1 323

201 3 and 201 2 respectively 242

$ 1 081

Comprehensive income (loss) $ 2 131

(Dollars in thousands See accompanying notes to consolidated financial statements

2013

$ 976

$ (2280)

286

$ 2566)

$ (1590

2012

$ 3622

$ 5

middot1 375

$ (1 370)

$ 2252

Common Stock

Balances at December 31 2011 $ 2049

Net income Other comprehensive income (loss) Purchase of 392663 shares of

treasury stock Exercise of 24502 stock options 30 Stock compensation - Directors 2 Stock compensation expense Cash dividends declared

$50 per share

Balances at December 31 2012 2081

Net income Other comprehensive income (loss) Exercise of 667 stock options Stock compensation expense Cash dividends declared

$50 per share Issuance of restricted stock 11

Balances at December 31 2013 2093

Net income Other comprehensive income (loss) Exercise of 1000 stock options Stock compensation expense Cash dividends declared

$50 per share

Balances at December 31 2014 $ 2094

(Dollars in thousands) See accompanying notes to consolidated financial statements

Consolidated Statements of Stockholders Equity Years ended December 31

Additional Accumulated Other Total

Paid In Retained Comprehensive Treasury Stockholders

Capital Earnings Income (Loss) Net Stock Equity

$ 8237 $ 68735 $ 3361 $ (10756) $ 71626

3622 3622 (1370) (1370)

(18062) (18062) 865 895

35 37 113 1 13

(589) (589)

9250 71768 1991 (28818) 56272

976 976 (2566) (2566)

21 22 187 187

(522) (522) (11)

9447 72222 (575) (28818) 54369

1 050 1050 1081 1081

31 32 129 129

(525) (525)

$ 9607 $ 72747 $ 506 $ (28818) $ 56136

Consolidated Statements of Cash Flows Years ended December 3i

Cash flows from operating activities

Net income Adjustments to reconcile net income to net cash from operating activities

Amortization and accretion of securities Amortization of intangibles Realized security gains net Depreciation Loss (gain) on sale of premises and equipment Gain on sales of loans Loss on sale and valuation adjustments

of other real estate owned (Increase) decrease in mortgage loans held for sale Amortization of mortgage servicing rights Deferred tax benefit Stock compensation expense net Provision for loan losses (Increase) decrease in interest receivable and other assets Increase (decrease) in interest payable and other liabilities

Net cash provided by operating activities

Cash flows from investing activities

Redemption of FHLB stock Securities available for sale

Proceeds from sales Proceeds from maturities and calls Purchases

Sale of other real estate owned Increase in loans net Purchases of premises and equipment Proceeds from sale of premises and equipment Purchase of bank-owned life insurance

Net cash used by investing activities

Cash flows from financing activities

Proceeds from (repayment 01) holding company borrowing Net increase (decrease) in deposit activities Cash dividends paid Purchases of treasury stock Exercise of stock options

Net cash provided (used) by financing activities Net change in cash and cash equivalents Cash and cash equivalents at beginning of year Cash and cash equivalents at end of year

Supplemental cash flows information

Interest paid Income taxes paid Transfer from loans to other real estate owned

(Dollars in thousands middotsee accompanying nofes to consolidated financial middotstatements

$

$

$ $ $

2014

i 050

56i 90

(368) i 449

-(990)

i 82i 4i29

408 60

i 29 i 350

948 (i i 39) 9498

-

23322 27735 (28523)

2289 (33269)

(838) 1 70

(8 i 09) (1 7223)

(i 200) (705) (525)

-32

(2398) (i0i 23) 36838 267i 5

2278 74i

4032

2013 2012

$ 976 $ 3622

i 037 i i 76 i 8i i 80

(434) (2084) i 373 i 057

i (3) (2636) (34i 5)

i 029 i 058 2i37 (264)

506 i Oi 2 i 96 (68) i 87 i i 3

2243 i 77i 9i) 4i 9

i 969 i 904 8674 6478

847

21662 38789 38844 37290 (72497) (79835)

875 i 772 (57900) (1627 4)

(i i 22) (5942) 25 526

(70i i 3) (22827)

(i 200) 6000 22639 1 i 049

(522) (589) (i 8062)

22 932 20939 (670) (40500) (i 70i 9) 77338 94357

$ 36838 $ 77338

$ 3i18 $ 3589 $ i i 73 $ 2249 $ 51 67 $ 76i

Notes to Consolidated Financial Statements

f Summary of Significant Accounting Policies

PRINCIPLES OF CONSOLIDATION The consolidated financial statements of NJ Bancshares Corporation (the Corporation) include the accounts of the Corporation and its wholly owned subsidiary The National Bank amp Trust Company of Sycamore (the Bank) Significant intercompany transactions and accounts have been eliminated in consolidation

NATURE OF OPERATIONS The Bank provides a variety of financial services to individuals and businesses in DeKalb LaSalle and Kane Counties through its ten locations Branch offices include two locations in Sycamore three locations in DeKalb and one location in each of the towns of Elburn Genoa Leland Serena and Sandwich The Banks primary deposit products are checking accounts interestshybearing savings accounts certificates of deposit and individual retirement accounts The Banks primary lending products are commercial Joans real estate Joans and consumer Joans The Bank also maintains a trust department and originates residential mortgage Joans for sale in the secondary market The Bank is nationally chartered Deposits up to $250000 are insured by the Federal Deposit Insurance Corporation The Bank is subject to the regulations and supervision of the Office of the Comptroller of the Currency The Corporation is subject to the regulations and supervision of the Feder-al Reserve Bank

USE OF ESTIMATES The preparation of financial statements in conformity with accounting principles generally accepted in the United States (GAAP) requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of income and expense during the reporting period Actual results could differ from those estimates Material estimates that are particularly susceptible to significant change in the near term relate to the valuation of the allowance for Joan losses the valuation of other real estate owned the classification and valuation of securities the determination of fair values of financial instruments the impairment of goodwill and intangibles mortgage servicing rights and the status of contingencies

SIGNIFICANT CONCENTRATIONS OF CREDIT RISK Most of the Corporations activities are with customers located within the Illinois counties of DeKalb LaSalle and Kane Note I l l discusses the types of lending in which the Corporation is engaged The Corporation does not have any significant concentrations to any one industry customer or geographic location

CASH AND CASH EQUIVALENTS For purposes of reporting cash flows cash and cash equivalents include cash on hand amounts due from banks and federal funds sold Generally federal funds are sold and purchased for one-day periods Customer deposit and loan activities are reported on a net basis

At December 3i 20i 4 the Corporations cash accounts exceeded federally insured limits by approximately $1 i 973 thousand

SECURITIES Securities classrfied as available for sale are those debt or equity securities that the Bank intends to hold for an unspecified period of time but not necessarily to maturity Unrealized gains or losses are reported as increases or decreases in a separate component of stockholders equity net of the related deferred tax effect

The amortization of premiums and the accretion of discounts on securities are deducted from and added to interest income Realized gains or losses on sales of securities are determined using the specific-identification method Securities are written down to fair value when a decline in fair value is not temporary

Declines in the fair value of securities below their cost that are other than temporary are reftected as realized losses In estimating other-than-temporary losses management considers (i) the length of time and extent that the fair value has been Jess than cost (2) the financial condition and near term prospects of the issuer and (3) the intent of the Corporation to not sell the security or whether it is more likely than not that the Corporation will be required to sell the security before its anticipated recovery

During 201 4 201 3 and 201 2 the bank initiated a strategy to sell certain held for sale investment securities and subsequently reinvest the proceeds of those into similar held for sale investment securities The strategy included extending the weighted average maturity of a portion of the portfolio for interest rate risk purposes and accelerated the recognition of income from the portion that was sold As a result there was a gain of the sale of those securities of $368 $434 and $2084 thousand gross before taxes respectively

RESTRICTED STOCK The Bank as a member of the Federal Home Loan Bank of Chicago (FHLB) is required to maintain an investment in the capital stock of the Federal Home Loan Bank T he Bank also maintains an investment in the capital stock of the Federal Reserve Bank (FRB) For financial reporting purposes such stock is carried at cost which approximates fair value based on the redemption provisions of each institution

LOANS HELD FOR SALE Real estate loans originated and intended for sale in the secondary market are carried at the lower of cost or fair value in the aggregate as determined by outstanding commitments from investors Net unrealized losses if any are recorded as a valuation allowance and charged to earnings

Mortgage loans held for sale are generally sold with servicing rights retained The carrying value of mortgage loans sold is reduced by the cost allocated to the servicing right Gains or losses on sales of mortgage loans are based on the difference between the selling price and the carrying value of the related loan sold

Notes to Consolidated Financial Statements

SERVICING RIGHTS Servicing rights are recognized as assets for the allocated value of retained servicing rights on sold loans Servicing rights are expensed in proportion to and over the period of estimated net servicing revenues Impairment is evaluated based on the fair value of the rights using groupings of underlying loans as to loan term rate and then as to loan type Fair value is based upon discounted cash flows using market based assumptions Any impairment is reported as a valuation allowance to the extent that fair value is Jess than the capitalized amount

LOANS Loans are stated at the amount of unpaid principal net of unearned income and the allowance for loan losses Interest on loans is accrued daily and is computed on the principal balance outstanding

Loan origination fees net of certain direct organization costs are deferred and recognized as an adjustment of the yield of the related loans

In general interest income on mortgage and commercial loans is discontinued at the time the loan is 90 days delinquent unless the loan is well secured and in process of collection Consumer loans are typically charged off no later than 180 days past due In all cases loans are placed on non-accrual or charged-off at an earlier date if collection of principal or interest is considered doubtful

All interest accrued but not received for the loans placed on nonshyaccrual are reversed against interest income Interest received on such loans is accounted for on the cash basis or cost-recovery method until qualifying for return to accrual Loans are returned to accrual status when all the principal and interest amounts contractually due are brought current and future payments are reasonably assured

ALLOWANCE FOR LOAN LOSSES The allowance for loan losses is maintained at a level considered adequate to provide for probable incurred loan losses Allowances for impaired loans are generally determined based on collateral values or the present value of estimated cash flows discounted at the loans effective interest rate The allowance is increased by provisions charged to operating expense and reduced by net charge-offs Loans are charged off to the allowance for loan losses when and to the extent that they are deemed uncollectible by management Management makes continuous credit reviews of the loan portfolio and considers current economic conditions historical loan loss experience and other factors in determining the adequacy of the allowance

Allocations of the allowance may be made for specific loans but the entire allowance is available for any loan that in managements judQrnent should be charged off

The allowance consists of specific and general components The specific component relates to loans that are individually classified as impaired or loans otherwise classified as substandard or doubtful The general component covers non-classified loans and is based on historical loss experience adjusted for current factors

A loan is impaired when full payment under the Joan terms is not expected Commercial and commercial real estate loans are individually evaluated for impairment If a Joan is impaired a portion of the allowance is allocated so that the loan is reported net at the present value of estimated future cash flows using the loans existing rate or at the fair value of collateral if repayment is expected solely from the collateral Large groups of smaller balance homogeneous loans such as consumer and residential real estate loans are collectively evaluated for impairment and accordingly they are not separately identified for impairment disclosures

LAND PREMISES AND EQUIPMENT Land is stated at historical cost Premises and equipment are stated at cost less accumulated depreciation Depreciation is computed principally on the straight-line method over the estimated useful lives of the assets These assets are reviewed for impairment when events indicate the carrying amount may not be recoverable

OTHER REAL ESTATE OWNED Real properties acquired through or in lieu of loan foreclosure are to be sold and are initially recorded at fair value less the cost to sell at the date of the foreclosure establishing the new cost basis After foreclosure valuations are periodically performed by management and the real estate is carried at the lower of carrying amount or fair value less the estimated cost to sell Revenue and expenses from the operations changes in the valuation of the property and gain or loss on the disposition of the property are included in other expenses or other income as incurred

EARNINGS PER SHARE Basic earnings per share is calculated based on weightedshyaverage common shares outstanding Diluted earnings per share includes the dilutive effect of additional potential common shares issuable under stock options and restricted stock awards

GOODWILL AND INTANGIBLE ASSETS Goodwill results from business acquisitions and represents the excess of the purchase price over the fair value of acquired tangible assets and liabilities and identifiable intangible assets Goodwill and indefinite-lived intangibles are evaluated annually for impairment or more frequently if impairment indicators are present A qualitative assessment is performed to determine whether the existence of events or circumstances leads to a determination that it is more likely than not the fair value of the reporting unit or indefinite-lived intangible asset is Jess than its carrying amount If based on the evaluation it is determined to be more likely than not that the fair valued is less than the carrying value then the goodwill or indefinite-Jived intangible is tested further for impairment If the implied fair value of goodwill or the fair value of the indefinite-lived intangible is lower than their carrying amounts an impairment loss is recognized in an amount equal to the difference Subsequent increases in goodwill value

- are not recognized in the financial statements

Intangible assets consist of core deposits arising from a whole bank acquisition They are initially measured at fair value and then are amortized over their estimated useful lives These assets are reviewed for impairment when events indicate the carrying amount may not be recoverable

Notes to Consolidated Financial Statements

LOAN COMMITMENTS AND RELATED FINANCIAL INSTRUMENTS Financial instruments include off-balance sheet credit instruments such as commitments to make loans and commercial letters of credit issued to meet customer financing needs The face amount for these items represents the exposure to loss before considering customer collateral or ability to repay Such financial instruments are recorded when they are funded

IMPAIRMENT OF LONG-LIVED ASSETS The Corporation reviews long-lived assets for impairment whenever events or changes in circumstances indicate the carrying amount of an asset may not be recoverable Recoverability of assets to be held and used is measured by a comparison of the carrying amount of an asset to future undiscounted net cash flows expected to be generated by the asset If such assets are considered to be impaired the impairment to be recognized is measured by the amount by which the carrying amount of the assets exceeds the fair value of the assets Assets to be disposed of are reported at the lower of carrying amount or fair value less costs to sell

TRANSFERS OF FINANCIAL ASSETS Transfers of financial assets are accounted for as sales when control over the assets has been surrendered Control over transferred assets is deemed to be surrendered when (1 ) the assets have been isolated from the Corporation (2) the lransferee obtains the right (free of conditions that constrain it from taking advantage of that right) to pledge or exchange the transferred assets and (3) the Corporation does not maintain effective control over the transferred assets through an agreement to repurchase them before their maturity

TRUST ASSETS AND FEES Assets of the Trust Department are not included in these consolidated financial statements because they are not assets of the Corporation or the Bank Fee income generated from trust services is primarily recorded on the accrual method

INCOME TAXES Deferred income taxes are provided on temporary differences between financial statement and income tax reporting Temporary differences are differences between the amounts of assets and liabilities reported for financial statement purposes and their tax bases

Deferred tax assets are recognized for temporary differences that will be deductible in future years tax returns and for operating loss and tax credit carryforwards Deferred tax assets are recognized only if it is more likely than not that the tax position will be realized or sustained upon examination by the relevant taxing authority A tax position that meets the more-likely-thanshynot recognition threshold is initially and subsequently measured as the largest amount of tax benefit that has a greater than 50 percent likelihood of being realized upon settlement with a taxing authority that has full knowledge of all relevant information

Deferred tax assets are reduced by a valuation allowance if it is deemed more likely than not that some or all of the deferred tax assets will not be realized Deferred tax liabilities are recognized for temporary differences that will be taxable in future years

COMPREHENSIVE INCOME (LOSS) Comprehensive income (loss) consists of net income (loss) and other comprehensive income (loss) Other comprehensive income (loss) includes unrealized gains and losses on securities available for sale net of taxes These unrealized gains and losses net of taxes are also recognized as separate components of equity

LOSS CONTINGENCIES Loss contingencies including claims and legal actions arising in the ordinary course of business are recorded as liabilities when the likelihood of loss is probable and an amount or range of loss can be reasonably estimated Management does not believe there are matters that will have a material effect to the Corporation the Bank or the Banks Trust Department or on the fiancial statements of the Corporation

STOCK COMPENSATION PLANS Compensation cost is measured using the fair value of an award on the grant dates and is recognized over the service period which is usually the vesting period Compensation cost related to the non-vested portion of awards outstanding is based on the grant-date fair value of those awards T he Corporation has an incentive stock option plan and restricted stock awards which are described more fully in Note IX

TREASURY STOCK Common stock shares repurchased are recorded at cost Cost of shares retired or reissued is determined using the first-in firstshyout method

During 201 2 the Corporation purchased 392663 treasury shares This was primarily accomplished through two transactions the first involving a negotiated purchase of shares from certain members of the Dutton Family and their affiliates and the second involving a tender offer with our shareholders These treasury shares were all repurchased at $46 per share a discount to the current book value per share Detailed information related to these transactions was provided to stockholders in an Offer to Purchase dated November 1 201 2 The total cost to capital of the Corporation was $1 6940 thousand for these treasury shares

Notes to Consolidated Financial Statements

II Securities

Amortized cost and fair values of securities classified as available for sale with gross unrealized gains and losses at December 31 are summarized as follows (Dollars in thousands)

US Obligations of US Government- States and Political Certificates Equity Total

Treasury Sponsored Entities Subdivisions of Deposit Securities Securities

2014 Amortized cost $ 1 4470 $ 7981 6 $ 31 728 $ 988 $ 456 $ 1 27458 Gross unrealized gains 2 536 694 1 232 Gross unrealized losses (28) (233) (205) (466)

Fair value $ 1 4444 $ 80 1 1 9 $ 32217 $ 988 $ 456 $ 1 28224

2013 Amortized cost $ 1 5007 $ 94907 $ 37030 $ 988 $ 2406 $ 150338 Gross unrealized gains 1 0 1 1 7 854 981 Gross unrealized losses (2) (926) 924) (1 852)

Fair value $ 1 501 5 $ 94098 $ 36960 $ 988 $ 2406 $ 1 49467

The fair values of debt securities classified as available for sale by contractual maturity at December 31 2014 are as follows (Dollars in thousands)

1 year or l ess Over 1-5 years Over 5-10 years Over 1 0 years Total

US Treasury $ 5000 $ 9444 $ $ $ 1 4444

US government-sponsored entities 1 7057 47722 1 5340 80 1 1 9

Obligations of states and political subdivisions 3964 9859 1 8394 3221 7

Certificates of deposit 988 988

Total $ 26021 $ 6801 3 $ 33734 $ $1 27768

Expected maturities may differ from contractual maturities because the borrowers may have the right to call or prepay obligations with or without call or prepayment penalties Other equity securities include mutual funds which have no maturity date Securities with a market value of $1 220 million and $1 21 0 million at December 31 201 4 and 201 3 respectively are pledged to secure public deposits and other purposes as required or permitted by law

middot

Amortized cost gross reaiized gains gross realized losses and saies proceeds from available for sale securities sold matured or called at December 31 are summarized as follows (Dollars in thousands)

2014 2013 2012

Amortized cost $ 50689 $ 60072 $ 73995 Gross realized gains 546 435 2093 Gross realized losses (1 78) (1 ) (9) Proceeds $ 51 057 $ ousuo $ 70UJ

Notes to Consolidated Financial Statements

I I Securities cont

The following tabes present investments gross unrealized losses and fair value at December 31 aggregated by Investment category and length of time that Individual securities have been in a continuous unrealized loss position Dollars In thousands)

Less Than 12 Months 12 Months or More Total Fair Value Unrealized Loss Fair Value Unrealized Loss Fair Value U n realized Loss

2014 US Treasury $ 9444 $ (28) $ $ $ 9444 $ (28) US government-

sponsored entities i 7529 (43) i 5009 (i 90) 32538 (233) Obligations of states and

political subdivisions i 983 (i7) 6475 (i 88) 8458 (205) $ 28956 $ (88) $ 2i 484 $ (378) $ 50440 $ (466)

Less Than 12 Months 12 Months or More Total Fair Value Unrealized Loss Fair Value Unrealized Loss Fair Value Unrealized Loss 2013

US Treasury $ 3994 $ (2) $ $ $ 3994 $ (2)

US government-sponsored entities 7222i (926) 7222i (926)

Obligations of states and political subdivisions i 2042 (597) 3 i30 (327) i 5i 72 (924)

$ 88257 $ (i 525) $ 3i30 $ (327) $ 9i 387 $ (1 852)

At December 3i 20i 4 37 US Treasury US government-sponsored entities and obligations of states and political subdivisions securities have an unrealized loss with aggregate depreciation of less than one-quarter percent of the Corporations amortized cost basis Management views fluctuation in agencies as temporary market fluctuations There were i 9 securities with an unrealized loss for over i 2 months The fair value is expected to recover as the bonds approach maturity The nature and quality of these investments remain adequate and continue to have a Moodys rating of an A or above as required by Bank policy Management views the losses associated with US Treasury US government-sponsored entities and obligations of states and political subdivisions securities to also be temporary market fluctuations

Notes to Consolidated Financial Statements

III Loans

Classes ofoans at December 31 include (Dollars in thousands)

2014 2013

Construction and land development $ 1 4 199 $ 1 9798 Farmland 20488 1 7397 Residential real estate 1 1 5291 1 04873 Nonresidential real estate 1 37499 1 3501 4 Agricultural production 1 2530 1 2968 Commercial 45940 41 273 Loans to individuals 57280 42883 Other 5738 6206

Total Joans and leases $ 408965 $ 38041 2 Allowance for loan losses (3906) (3240)

Total loans and leases net $ 405059 $ 377 1 72

The Bank maintains lending policies and procedures designed to focus lending efforts on the type location and duration of loans most appropriate for its business model and markets The Banks principal lending activity is the origination of residential and commercial real estate loans commercial loans consumer loans and home equity lines of credit The primary lending market is located within the Illinois counties of DeKalb LaSalle and Kane Generally loans are collateralized by assets of the borrower and guaranteed by the principals of the borrowing entity

The Board of Directors reviews and approves the Banks lending policy on an annual basis Quarterly the Board reviews the allowance for loan losses and reports related to loan production loan quality concentrations of credit loan delinquencies and non-performing and potential problem loans

The Bank does not accrue interest on any asset which is maintained on a cash basis because of deterioration in the financial position of the borrower any asset for which payment in full of interest or principal is not expected or any asset upon which principal or interest has been in default for a period of ninety days or more unless it is both well secured and in the process of collection A non-accrual asset may be restored to an accrual status when none of its principal and interest is due and unpaid or when it otherwise becomes well secured and in the process of collection

The Bank periodically performs an independent loan review of outstanding loans through the use of an outside third party The primary objective of the independent loan review function is to ensure the maintenance of a quality loan portfolio and minimize the potential for Joan losses The Joan review engagement is responsible for reviewing a sample of existing loans for compliance with internal policies and procedures In addition to reviewing Joans for compliance the loan review analyzes the appropriateness and timeliness of risk grading and problem loan identification by loan officers

Notes to Consolidated Financial Statements

I l l Loans cont

The Corporation categorizes loans into risk categories based on relevant information about the ability of borrowers to service their debt such as current financial information historical payment experience credit documentation public information and current economic trends among other factors This analysis is performed on an annual basis at a minimum The Corporation uses the following definitions for risk ratings

Internal Risk Categories Loan grades are numbered i through 7 Grades i through 4 are considered pass grades The grade of 5 or Special Mention represents loans of lower quality and is considered criticized The grades of 6 or Substandard and 7 or Doubtful refer to assets that are classified The use and application of these grades by the bank will be uniform and shall conform to the banks policy

Pass (1) loans are of superior quality with excellent credit strength and repayment ability providing a nominal credit risk

Pass (2) loans are of above average credit strength and repayment ability providing only a minimal credit risk

Pass (3) loans of reasonable credit strength and repayment ability providing an average credit risk due to one or more underlying weaknesses

Pass (4) loans of the lowest acceptable credit strength and weakened repayment ability providing a cautionary credit risk due to one or more underlying weaknesses New borrowers are typically not underwrillen witl1in this classification

Special Mention (5) assets have potential weaknesses that deserve managements close attention If left uncorrected these potential weaknesses may result in deterioration of the repayment prospects for the asset or in the institutions credit position at some future date Special mention assets are not adversely classified and do not expose an institution to sufficient risk to warrant adverse classification Ordinarily special mention credits have characteristics which corrective management action would remedy

Substandard (6) loans are inadequately protected by the current sound worth and paying capacity of the obligor or of the collateral pledged if any Loans so classified must have a well-defined weakness or weaknesses that jeopardize the liquidation of the debt They are characterized by the distinct possibility that the Bank will sustain some loss if the deficiencies are not corrected

Doubtful (7) loans classified as doubtful have all the weaknesses inherent in those classified Substandard with the added characteristic that the weaknesses make collection or liquidation in full on the basis of current known facts conditions and values highly questionable and improbable

Risk characteristics applicable to each segment of the loan portfolio are described as follows

Residential 1 -4 Family The residential i -4 family real estate are generally secured by owner-occupied i -4 family residences Repayment of these loans is primarily dependent on the personal income and credit rating of the borrowers Credit risk in these loans can be impacted by economic conditions within the Banks market areas that might impact either property values or a borrowers personal income Risk is mitigated by the fact that the loans are of smaller individual amounts and spread over a large number of borrowers

Non-residential Real Estate Non-residential real estate loans typically involve larger principal amounts and repayment of these loans is generally dependent on the successful operations of the property securing the loan or the business conducted on the property securing the loan These loans are viewed primarily as cash flow loans and secondarily as loans secured by real estate Credit risk in these loans may be impacted by the creditworthiness of a borrower property values and the local economies in the Banks market areas

Construction and Land Development Real Estate Conshystruction and land development real estate loans are usually based upon estimates of costs and estimated value of the completed project and include independent appraisal reviews and a financial analysis of the developers and property owners Sources of repayment of these loans may include permanent loans sales of developed property or an interim loan commitment from the Bank until permanent financing is obtained These loans are considered to be higher risk than other real estate loans due to their ultimate repayment being sensitive to interest rate changes general economic conditions and the availability of long-term financing Credit risk in these loans may be impacted by the creditworthiness of a borrower property values and the local economies in the Banks market areas

Commercial The commercial portfolio includes loans to commercial customers for use in financing working capital needs equipment purchases and expansions The loans in this category are repaid primarily from the cash flow of a borrowers principal business operation Credit risk in these loans is driven by creditworthiness of a borrower and the economic conditions that impact the cash flow stability from business operations

Loans to individuals The consumer loan portfolio consists of various term and line of credit loans such as automobile loans and loans for other personal purposes Repayment for these types of loans will come from a borrowers income sources that are typically independent of the loan purpose Credit risk is driven by consumer economic factors (such as unemployment and general economic conditions in the Banks market area) and the creditworthiness of a borrower

Agricultural Production and Farmland Loans Agricultural production loans are generally comprised of seasonal operating lines to cash grain farmers to plant and harvest corn and soybeans and term loans to fund the purchase of equipment Farmland loans are primarily comprised of loans for the purchase of farmland Specific underwriting standards have been established for agricultural-related loans including the establishment of projections for each operating year base on industry developed estimates of farm input costs an expected commodity yields and prices Operating lines are typically written for one year and secured by the crop Loan-to-value ratios on Joans secured by farmland generally do not exceed 65 and have amortization periods limited to twenty-five years Federal government-assistance lending programs through the Farm Service Agency are used to mitigate the level of credit risk when deemed appropriate

Notes to Consolidated Financial Statements

The following table presents the credit risk profile of the Banks loan portfolio based on internal rating category and payment activity as of December 31 2014 and 2013 (Dollars in thousands)

Non Residential Residential Agricultural Loans-to

Construction Farmland Real Estate Real Estate Production Commercial Individuals Other

20 1 4 Loan Class Pass $ 1 1 274 $ 20488 $ 1 0941 2 $ 1 35059 $ 1 2530 $ 45386 $ 57280 $ 5738 Special mention 1 261 Substandard 2925 5879 1 1 79 554 Doubtful Total $ 1 4 1 99 $ 20488 $ 1 15291 $ 1 37499 $ 1 2530 $ 45940 $ 57280 $ 5738

201 3 Loan Class Pass $ 1 6327 $ 1 6505 $ 98646 $ 1 29428 $ 1 2 1 28 $ 38282 $ 42883 $ 6206 Special mention 892 5667 448 840 2503 Substandard 3471 560 5 138 488 Doubtful Total $ 1 9798 $ 1 7397 $ 1 04873 $ 1 3501 4 $ 1 2968 $ 41 273 $ 42883 $ 6206

The Bank evaluates the loan risk grading system definitions and allowance for loan loss methodology on an ongoing basis No significant changes were made to either during the past year

The accrual of interest on loans is discontinued at the time the loan is 90 days past due unless the credit is well-secured and in process of collection Past due status is based on contractual terms of the loan In all cases loans are placed on non-accrual or charged-off at the earlier date if collection of principal and interest is considered doubtful

All interest accrued but not collected for loans that are placed on non-accrual or charged-off is reversed against interest income The interest on these loans is accounted for on the cash-basis or cost-recovery method until qualifying for return to accrual Loans are returned to accrual status when all principal and interest amounts contractually due are brought current and future payments are reasonably assured

Notes to Consolidated Financial Statements

The following tables present the Corporation s loan portfolio aging analysis at December 31 (Dollars in thousands)

Non Residential Residential Agricultural Loans to

Construction Farmland Real Estate Real Estate Production Commercial Individuals Other Total

201 4 30-89 days past due $ $ $ 1 92 $ $ $ $ 707 $ 23 $ 922 90 days or greater

past due or nonaccrual 1 68 6327 551 92 2 7 140 Total past due and

nonaccrual 360 6327 551 799 25 8062 Current loans 1 4 1 99 20488 1 1 4931 1 31 1 72 1 2530 45389 56481 57 13 400903

Total loans receivable 1 4 1 99 20488 1 1 5291 1 37499 1 2530 45940 57280 5738 408965

Total loans 90 days or greater and accruing $ $ $ $ 571 1 $ $ $ 92 $ 2 $ 5805

2013 30-89 days past due $ $ $ 312 $ 57 $ $ $ 529 $ 28 $ 926 90 days or greater

past due or nonaccrual 770 4791 347 75 5983

Total past due and nonaccrual 1 082 4848 347 604 28 6909

Current loans 1 9798 1 7397 1 03791 1 301 66 1 2968 40926 42279 6 178 373503

Total loans receivable 1 9798 1 7397 1 04873 1 3501 4 1 2968 41273 42883 6206 38041 2

Total loans 90 days or greater and accruing $ $ $ 209 $ 3683 $ $ $ 75 $ $ 3977

A loan is considered impaired in accordance with the impairment accounting guidance (ASC 31 0-1 0-35-1 6) when based on current information and events it is probably the Corporation will be unable to collect all amounts due from the borrower in accordance with the contractual terms of the loan Impaired loans include non-performing commercial loans but also include loans modified in troubled debt restructurings where concessions have been granted to borrowers experiencing financial difficulties These concessions could include a reduction in the interest rate on the loan payment extensions forgiveness of principal forbearance or other actions intended to maximize collection

Included in certain loan categories in the impaired loans are troubled debt restructurings that were classified as impaired At December 31 201 4 and 201 3 the Corporation had $895 and $907 thousand respectively of commercial and non-residential real estate loans $76 and $76 thousand respectively in residential loans and $1 and $5 thousand respectively in consumer loans that were modified in troubled debt restructurings and impaired and that were performing in accordance with their modified terms

When economic concessions have been granted to borrowers who have experienced financial difficulties the loan is considered a troubled debt restructuring These concessions typically result from our loss mitigation activities and could include reductions in the interest rate payment extensions forgiveness of principal forbearance or other actions Troubled debt restructurings are considered impaired at the time of restructuring and typically are returned to accrual status after considering the borrowers sustained repayment performance as agreed for a reasonable period of at least six months or once the granted concessions have ended or are no longer applicable

As of December 31 201 4 and 201 3 the Bank had troubled debt restructurings all modification of payment terms with a recorded balance at original cost of $895 and $907 thousand respectively and consists of four commercial and non-residential real estate loans for both years which are all performing in accordance with the modified terms of the loan All four loans were added as troubled debt restructuring during the fourth quarter of 201 3 There was no difference between pre-modification and post-modification balances As of December 31 201 4 and 2013 the loans totaling $895 and $907 thousand respectively are on non-accrual and considered impaired by the Bank Based on the fair value of the collateral specific reserves required on the loans totaled $108 and $98 thousand as of December 31 201 4 and 2013 respectively During the years ended December 31 201 4 and 2013 there were no defaults of loans that had been modified as a troubled debt restructuring in the 1 2 month period prior to default

Notes to Consolidated Financial Statements I l l Loans cont

The following tables present the impaired loan balances (loans on non-accrual status) at December 31 (Dollars in thousands)

Non Residential Residential

Real Real Agricultural Loans to

Construction Farmland Estate Estate Production Commercial Individuals Other

20 1 4 Loans with out a specific

valuation al lowance Recorded balance $ $ $ 92 $ $ $ 487 $ $ Unpaid principal balance 92 487 Specific allowance Average investment in

impaired loans 278 4 1 99 1 02

Loans with a specific valuation al lowance

Recorded balance $ $ $ 76 $ 61 6 $ 63 Unpaid principal balance 76 61 6 63 Specific allowance 66 1 08 31 Average investment in

impaired loans 369 1 1 48 694

Total loans receivab l e Total Recorded balance $ $ $ 1 68 $ 61 6 $ $ 551 $ $ $ 1 335 Unpaid principal balance $ $ $ 1 68 $ 61 6 $ $ 551 $ $ $ 1 335 Specific allowance $ $ $ 66 $ 1 08 $ $ 31 $ $ $ 205 Average investment in

impaired Joans $ $ $ 648 $ 5346 $ $ 796 $ $ $ 6790

2013 Loans without a specific

valuation al lowance Recorded balance $ $ $ 299 $ 1 098 $ $ $ $ Unpaid principal balance 299 1 098 Specific allowance Average investment in

impaired loans 4037 280 5226 1 7 12

Loans with a specific valuation al lowance

Recorded balance $ $ $ 261 $ $ 347 Unpaid principal balance 261 347 Specific allowance 1 1 2 1 07 Average investment in

impaired loans 306 8201 530

Total loans receiva ble Total

Recorded balance $ $ $ 560 $ 1 098 $ $ 347 $ $ $ 2005 Unpaid principal balance $ $ $ 560 $ 1 098 $ $ 347 $ $ $ 2005 Specific allowance $ $ $ 1 1 2 $ $ $ 1 07 $ $ $ 219 Average investment in

impaired Joans $ 4037 $ $ 586 $1 3427 $ $ 2242 $ $ $ 20292

There was no Interest income recognized on a cash basis or accrual basis for 2014 or 2013 on impaired loans

Notes to Consolidated Financial Statements

Ill Loans cont

The following tables present the balance in the allowance for loan losses and the recorded investment in loans based on portfolio segment and impairment methods at December 31 (Dollars in thousands)

Non Residential Residential Agricultural Loans to Other

Construction Farmland Real Estate Real Estate Production Commercial Individuals Loans Unallocated Total

20 1 4 Allowance for loan losses Balance beginning of year $ 473 $ i 9 $ 700 $ i 32i $ i 4 $ 56i $ i 22 $ 30 $ - $ 3241 Provision charged to

expense (289) 68 762 (27) 2i (96) 699 2 i 2 i 351 Losses charged off (324) (i 79) (7i) (270) (i32) (971 Recoveries 34 49 i 3 i 8 i 55 23 29 Balance end of year $ 2i8 $ 87 $ i i 87 $ i i 28 $ 35 $ 4i 2 $ 706 $ i 33 $ - $ 3901

Ending balance individually evaluated for impairment $ $ $ 66 $ i 08 $ $ 3i $ $ $ - $ 20[

Ending balance collectively evaluated for impairment $ 2i 8 $ 87 $ i i 21 $ 1 020 $ 35 $ 381 $ 706 $ 1 33 $ - $ 370

Loans Ending balance $ 1 4 1 99 $20488 $1 1 5291 $ 1 37499 $ 1 2530 $45940 $ 57280 $ 5738 $ - $ 40896 Ending balance individually

evaluated for impairment $ $ $ i 68 $ 61 6 $ $ 551 $ $ $ - $ 1 33 Ending balance collectively

evaluated for impairment $14 i 99 $20488 $1 1 5 1 23 $ 1 36883 $ 1 2530 $45389 $57280 $ 5738 $ - $ 40763(

2013 Allowance for loan losses Balance beginning of year $ 243 $ 23 $ 848 $ 2040 $ 1 7 $ 456 $ 285 $ 7 $ 52 $ 397 Provision charged to

expense 230 (4) 378 1 077 (3) 630 (1 50) 1 37 (52) 224 Losses charged off (543) (i 830) (538) (203) (1 4 i ) (325t Recoveries 1 7 34 1 3 1 90 27 28

Balance end of year $ 473 $ 1 9 $ 700 $ i 32i $ i 4 $ 56i $ i 22 $ 30 $ - $ 324(

Ending balance individually evaluated for impairment $ $ $ 1 1 2 $ $ $ i 07 $ $ $ - $ 2if

Ending balance collectively evaluated for impairment $ 473 $ i 9 $ 588 $ 1 32i $ i 4 $ 454 $ i 22 $ 30 $ - $ 302middot

Loans Ending balance $i 9798 $1 7397 $i 04873 $ i 35014 $ 1 2968 $41 273 $ 42883 $ 6206 $ - $ 38041 Ending balance individually

evaluated for impairment $ $ $ 560 $ i 098 $ $ 347 $ $ $ - $ 200( Ending balance collectively

evaluated for impairment $i 9798 $ i 7397 $i 0431 3 $ i 339i 6 $ 1 2968 $40926 $42883 $ 6206 $ - $ 37840i

Notes to Consolidated Financial Statements

I I I Loans cont

Managements opinion as to the ultimate collectability of loans is subject to estimates regarding future cash flows from operations and the value of property real and personal pledged as collateral These estimates are affected by changing economic conditions and the economic prospects of borrowers

Allowance for Loan Losses The allowance for loan and lease losses (allowance) represents managements estimate of the reserve necessary to adequately account for probable losses that could ultimately be realized from current loan exposures In determining the adequacy of the allowshyance management relies predominately on a disciplined credit review and approval process The review process is directed by overall lending policy and is intended to identify at the earliest possible stage borrowers who might be facing financial difficulty

Loans for which it is probable that the Bank will not collect all principal and interest due according to the contractual terms are identishyfied as impaired The impairment for each applicable loan is quantified and specific loss exposures are allocated within the allowance Loans that are in non accrual status are generally considered impaired

A detailed analysis is performed on each loan that is not impaired but poses sufficient risk to warrant in-depth review These are loans that have been classified as substandard or are on the Banks internal watch list Due to the elevated risk inherent in these Joans management has determined that it is appropriate to quantify the potential loss within the pool of classified loans by estimating each loans collateral shortfall These collateral shortfall estimates are incorporated in the determination of the adequacy of the allowance

In estimating the risk of loss in the remaining portion of the loan portfolio identified as non-classified management establishes base Joss estimations which are derived from the historical Joss experience over the past three calendar years These base loss estimations are then adjusted after consideration ofnine different qualitative factors

Notes to Consolidated Financial Statements

IV Loan Servicing

Real estate loans serviced for others are not included in the accompanying consolidated balance sheets The risks inherent in mortgage servicing assets relate primarily to changes in prepayments that result from shifts in mortgage interest rates The unpaid principal balances of mortgage loans serviced for others was $3528 million and $3567 million at December 31 201 4 and 201 3 respectively The fair value of mortgage servicing rights at December 31 201 4 and 201 3 was approximately $31 million and $33 million respectively The fair value of servicing rights was determined using discount rates ranging from 950 to 1 000 percent and prepayment speeds principally ranging from 903 to 1 1 20 percent depending on the stratification of the specific right

The Corporation changed its method of amortizing mortgage servicing rights during 201 3 from the straight-line amortization method to a methodology based on anticipated prepayment assumptions Amortization expense for 2013 would have been $1 068 thousand if the straight-line method was used

Custodial escrow balances maintained in connection with the foregoing loan servicing and included in demand deposits were $37 million and $4 1 million at December 31 201 4 and 201 3 respectively

Following is a summary of the mortgage servicing rights capitalized and amortized (Dollars in thousands)

20 1 4 2013 2012

Balance beginning of year $ 2524 $ 21 83 $ 1 876 Mortgage servicing rights capitalized 331 847 1 31 9 Mortgage servicing rights amortized (408) 506) (1 01 2) Recorded balance end of year $ 2447 $ 2524 $ 21 83

Fair value end of year $ 31 38 $ 3273 $ 21 83

Notes to Consolidated Financial Statements

V Land Premises and Equipment

A summary of land premises and equipment by asset classification at December 31 is as follows (Dollars in thousands)

20 1 4 2013

Land $ 7895 $ 7895 Premises 1 7 697 1 8297 Furniture fixtures and equipment 7867 791 7 Vehicles 1 1 0 1 1 0

33569 34219 Accumulated depreciation (1 241 2) (1 2281) Land premises and equipment net $ 21 1 57 $ 21 938

Depreciation expense for the years ended December 31 201 4 201 3 and 201 2 was $1 4 million $1 4 million and $1 i million respectively Leasehold improvements are capitalized and depreciated using the straight-line method over the terms of the respective leases or the estimated useful lives of the improvements whichever is shorter Expected terms include lease option periods to the extent that the exercise of such options is reasonably assured

Pursuant to the terms of noncancelable lease agreements in effect at December 31 2014 pertwning to banking premises and equipment future minimum rent commitments under various operating leases are as follows for years ended December 31 (Dollars in thousands)

2015 2016 2017 201 8 2019 Thereafter Total

$ 303 $ 306 $ 1 91 $ 79 $ 79 $ 298 $ i 257

The leases contain options to extend for periods from five to 50 years The cost of exercising such options is not included above Total rent expense for the years ended December 31 201 4 201 3 and 201 2 amounted to approximately $336 $334 and $426 thousand respectively

Notes to Consolidated Financial Statements

VI Deposits

Time deposits greater than or equal to $100 thousand were $653 million and $723 million at December 31 201 4 and 201 3 respectively Interest expense on these deposits was $08 million $1 1 million and $1 4 million in 201 4 201 3 and 201 2 respectively

At December 31 2014 the scheduled maturities of time deposits are as follows (Dollars in thousands

2015 201 6 201 7 2018 2019 Total

$ 66577 $ 26867 $ 32074 $ 1 4084 $ 1 1 81 0 $ 1 51 41 2

Interest-bearing deposits at December 31 consist of the following (Dollars in thousands)

20 1 4

201 3

NOW and Money Market

$ 229355

$ 225263

Savings

$ 55301

$ 53326

Time $100000 and over

$ 65267

$ 72339

Time Other

$ 86145

$ 93065

Total

$ 436068

$ 443993

The aggregate amount of deposit overdrafts included in loans at December 31 201 4 and 201 3 was $244 and $1 91 thousand respectively

VII Borrowings

The Bank has the ability to borrow from the Federal Home Loan Bank with borrowings collateralized by first mortgage loans mulshytifamily and farmland loans under a blanket lien agreement in the amount of approximately $60 million Based on this collateral and the Banks holdings of FHLB stock the Bank is eligible to borrow up to approximately $38 million at year-end 201 4

During 201 2 and in conjunction with the purchase of 392663 treasury shares of stock the Corporation borrowed $6 million from a correspondent bank pursuant to a newly established line of credit The borrowings bear an interest rate equal to the lenders prime rate with a minimum rate of 325 At December 31 201 4 the rate was 325 and the balance outstanding was $36 million The Corporation was required to make quarterly interest-only payments on this line of credit through December 31 201 3 after which in addition to quarterly interest payments the Corporation must make equal annual principal payments of $1 2 million through December 31 201 7 when the line of credit matures There is no prepayment penalty associated with the borrowing should the Corporation decide to repay the debt prior to maturity

As of December 31 201 4 the Bank was not in compliance with one of the note covenants relating to annual return on assets The note contains certain covenants including financial covenants for the Bank which must be met at all times Should the Corporation or the Bank be found not compliant with them during the term of the note there are remedies the issuing financial institution shall have the right to enforce including that the note could become immediately due and payable The issuing financial institution has approved the noncompliance for the fourth quarter ended December 31 201 4

Notes to Consolidated Financial Statements

VI II I n come Taxes

Income taxes reflected in the consolidated statements of operations consist of the following (Dollars in thousands)

20 1 4 2013 Current payable

Federal $ 30 $ 96 State 80

Deferred tax benefit 60 1 96 Income tax expense $ 90 $ 372

The Corporations income tax expense beneflt) differed from the federal statutory rate of 34 as indicated in the following analysis

(Dollars in thousands)

20 1 4 2013

Tax based on statutory rate $ 388 $ 458 State taxes net of federal tax benefit (1 06) 53 Effect of tax-exempt income (31 0) (276) Other net 1 1 8 1 37 Income tax expense $ 90 $ 372

The Corporation has the following deferred tax assets and liabilities at December 31 (Dollars in thousands)

Deferred tax assets Deferred tax liabilities

Net deferred tax assets

20 1 4

$ 31 07 (2782)

$ 325

2013

$ 2982 (2637)

$ 345

2012

$ 1 234 727 (68)

$ 1 893

2012

$ 1 875 390 (31 4)

(58) $ 1 893

The components of deferred income taxes were principally related to the allowance for loan losses other real estate owned write-downs differences in amortization of core deposit intangible assets depreciation and mortgage servicing rights Deferred tax liabilities related to unrealized losses and gains on securities available for sale are $260 and $296 thousand at December 31 201 4 and 201 3 respectively

The Corporation files income tax returns in the US federal jurisdiction and the State of Illinois The Corporation is no longer subject to US federal or state income tax examination by tax authorities for years before 201 1

Notes to Consolidated Financial Statements

IX Employee Benefits

Substantially all employees are covered by a profit sharing plan The contribution determined in accordance with the provisions of the plan was $i 72 thousand $i 23 thousand and $207 thousand in 20i 4 20i 3 and 20i 2 respectively

Under the Corporations Employee Stock Option Plan the Corporation may grant options to its key employees for up to 1 00000 shares of common stock The exercise price of each option equals the market price of the Corporations stock on the date of grant and the options maximum term is ten years The vesting period is three years from the date of grant GAAP provisions require that compensation cost relating to share-based payment transactions be recognized in the financial statements with measurement based upon the fair value of the equity or liability instruments issued For the year ended December 3i 20i 2 the Corporation recognized $i i 3 thousand in compensation expense for stock options For the year ended December 3i 20i 3 the Corporation recognized $97 thousand in compensation expense for stock options For the year ended December 3i 20i 4 the Corporation recognized no compensation expense for stock options

The activity in the plan is summarized as follows

Outstanding at beginning of year Granted Exercised Forfeitedexpired Outstanding at end of year

Options exercisable at year-end

Non-vested options beginning of year Granted Vested Forfeitedexpired Non-vested options at year end

Shares

85998

(i 000)

84998

84998

20 1 4

Weighted Weighted Average Average

Exercise Price Contractual Term

$ 4762

3200

$ 4748

$ 4748

2 0 1 4

Number of Shares

8333

(8333)

(in years)

35

35

Weighted Average

Grant Date Fair Value

$ 3200

3200

$

2013

Weighted Weighted Shares Average Average

Exercise Price Contractual Term (in years)

88998 $ 4709

(667) 3200 (2333) 3747

85998 $ 4762 48

77665 $ 4929 4i

2013

Weighted

Number of Average

Grant Date Shares Fair Val u e

i 9333 $ 3200

(i 1 000) 3200

8333 $ 3200

The fair value of each option is estimated using Black-Scholes option-pricing model which requires the use of subjective valuation assumptions The expected volatility is based on historical volatility of the Corporations stock price The risk-free interest rates for periods within the contractual life of the awards are based on the US Treasury yield curve in effect at the time of the grant The expected life is based on historical exercise experience The dividend yield assumption is based on the Corporations history and expectation of dividend payouts There were no options granted in 20i 3 or 20i 4

At December Si 20i 4 there was no unrecognized cost related to non-vested stock options granted under the Employee Stock Option Plan

Notes to Consolidated Financial Statements

IX Emp loyee Benefits cont

The following table summarizes restricted stock activity

20 1 4 2013

Weighted Average Weighted Average Number of Grant Date Number of Grant Date

Shares Fair Value Shares Fair Value

Balance beginning of year 8959 $ 4000 $ Granted 8959 4000 Forfeited (888) 4000 Earned and issued (2250) 4000 Balance end of period 5821 $ 4000 8959 $ 4000

The fair value of the restricted stock awards is amortized to compensation expense over the vesting period (forty months) and is based on the market price of the Corporations common stock at the date of grant multiplied by the number of shares granted that are expected to vest At the date of grant the par value of the shares granted was recorded in equity as a credit to common stock and a debit to paid-in capital The weighted-average grant date fair value of restricted stock granted during the year ended December 31 201 4 was $4000 per share or $358 thousand Stock-based compensation expense for restricted stock for the year ended December 31 201 3 was $90 thousand Stock-based compensation expense for restricted stock during the year ended December 31 201 4 was $1 29 thousand Unrecognized compensation expense for non-vested restricted stock awards was $139 thousand and is expected to be recognized over a weighted average period of 34 months

X Related Party Transactions

The Bank has entered into transactions with certain directors executive officers significant stockholders and their affiliates or associshyates (related parties) Such transactions were made in the ordinary course of business on substantially the same terms and conditions including interest rate and collateral as those prevailing at the same tirne for comparable transactions with other customers and did not in the opinion of management involve more than normal credit risk or present other unfavorable features

Annual loan activity consisted of the following (Dollars in thousands

20 1 4 2013

Beginning balance $ 1 1 29 $ 1 1 63 New Joansadvances 1 94 46 Repayments (245) (80) Ending balance $ 1 078 $ 1 1 29

Deposits from related parties held by the Bank at December 31 201 4 and 201 3 amounted to $32 million and $37 million respectively

middot middot

XI Commitments and Contingencies

In the normal course of business the Bank makes various commitments and incurs certain contingent liabilities that are not reflected in the accompanying consolidated financial statements The credit risk associated with loan commitments and standby letters of credit is essentially the same as that involved with extending Joans to customers and is subject to the Banks credit policies Collateral or other security is normally not obtained for these financial instruments prior to their use and many of the commitments are expected to expire without being used

The following commitments existed at December 31 (Dollars in thousands

20 1 4 2013

Commitments to extend credit Fixed $ 33441 $ 26551 Variable 25597 24400

Standby letters of credit $ 483 $ 21 1

Notes to Consolidated Financial Statements

XII Reg u l atory M atters

The Bank is required to maintain average reserve balances with the Federal Reserve Bank based upon deposit levels and other facshytors The amount of those reserve balances for the years ended December Si 20i 4 and 20i 3 was approximately $i 00 thousand

Dividends are paid by the Corporation from its funds which are mainly provided by dividends from the Bank However national banking regulations and capital guidelines limit the amount of dividends that may be paid by banks

Banks and bank holding companies are subject to regulatory capital requirements administered by federal banking agencies Capital adequacy guidelines and additionally for banks prompt corrective action regulations involve quantitative measures of assets liabilities and certain off-balance-sheet items calculated under regulatory accounting practices Capital amounts and classificashytions are also subject to qualitative judgements by regulators Failure to meet capital requirements can initiate regulatory action Prompt corrective action provisions are not applicable to bank holding companies Furthermore the Banks regulators could require adjustments to regulatory capital not reflected in the financial statements

Prompt corrective action regulations provide five classifications well capitalized adequately capitalized undercapitalized significantly undercapitalized and critically undercapitalized although these terms are not used to represent overall financial condition If undershycapitalized capital distributions are limited as is asset growth and expansion and capital restoration plans are required

At December 3i 20i 4 the most recent notification from the Banks and Corporations regulator categorized the Bank as well capitalshyized under the regulatory framework for prompt corrective action To be categorized as well capitalized an institution must maintain minimum total risk-based Tier i risk-based and Tier i leverage ratios as set forth in the following tables There are no conditions or events since the notification that management believes have changed the Banks category The Banks and the consolidated Corporations actual capital amounts and ratios at December Si are presented in the table

Actual and required capital amounts and ratios are presented below at year-end (Dollars in thousands)

Minimum Minimum To Be For Capital Well-Capitalized

Actual Adequacy Purposes Under Bank Regulatory Capital Requirements

Amount Ratio Amount Ratio Amount Ratio 20 1 4 Total capital to risk weighted assets

Consolidated $ 56026 i 249 $ 35885 800 NIA NIA Bank 58957 i S i5 S5867 800 $ 448S4 i 000

Tier i (core) capital to risk weighted assets Consolidated 52i 2i i i 62 i 7942 400 NIA NIA Bank 55052 i 228 i 79S2 400 26898 600

Tier i (core) capital to average assets Consolidated 52 1 21 809 25768 400 NIA NIA Bank 55052 855 25908 400 S2i 94 500

20i3 Total capital to risk weighted assets

Consolidated $ 54577 i 289 $ S5995 800 NIA NIA Bank 56952 1S53 SS675 800 $ 42093 1 000

Tier 1 (core) capital to risk weighted assets Consolidated 5i S37 1 2 1 3 1 5931 400 NIA NIA Bank 5371 2 1 276 i 6838 400 25256 600

Tier 1 (core) capital to average assets Consolidated 5i 3S7 804 25306 400 NIA NIA Bank 537i 2 842 25675 400 31 895 500

Notes to Consolidated Financial Statements

XII I Earnings Per Share

The factors used in the earnings per share computation are as follows (Dollars in thousands except per share data)

20 1 4 2013 2012

Income Weighted- Per Share Income Weighted- Per Share Income Weighted- Per Share Average Amount Average Amount Average Amount Shares Shares Shares

Basic earnings per share Net income $ 1 050 1 048g23 $ 1 00 $ 976 1 043765 $ 94 $ 3622 1 352929 $ 268 Effect of assumed exercise

of stock options and restricted stock awards 1 831 9786 NIA

Diluted earnings per share Net income $ 1 050 1 050754 $ 1 00 $ 976 1 053551 $ 93 $ 3622 1 352g2g $ 268

Options to purchase 68500 68500 and 88998 shares of common stock were outstanding at December 31 201 4 201 3 and 201 2 but were not included in the computation of diluted EPS because the options exercise price was greater than the average market price of the common shares for each period

Notes to Consolidated Financial Statements

XIV Fair Val u e Measurements

ASC Topic 820 Fair Value Measurements defines fair value as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market parshyticipants at the measurement date Topic 820 also specifies a fair value hierarchy which requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value The standard describes three levels of inputs that may be used to measure fair value

Level i Quoted prices in active markets for identical assets Level 2 Observable inputs other than Level i prices such

as quoted prices for similar assets quoted prices in markets that are not active or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities

Level 3 Unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets

Following is a description of the valuation methodologies and inputs used for assets and liabilities measured at fair value on a recurring basis and recognized in the accompanying balance sheets as well as the general classification of such assets and liabilities pursuant to the valuation hierarchy

Securities Available for Sale

Securities classified as available for sale are reported at fairvalue utilizing Level 2 inputs Except for equity securities unadjusted quoted prices in active markets for identical assets are utilized to determine fair value at the measurement date which are conshysidered Level i inputs For all other securities the Corporation obtains fair value measurements from an independent pricing sershyvice The fair value measurements consider observable data that may include dealer quotes market spreads cash flows the US Treasuryyield curve live trading levels trade execution data market consensus prepayment speeds credit information and the bonds terms and conditions among other things

Certain financial assets and financial liabilities are measured at fair value on a nonrecurring basis that is the instruments are not measured at fair value on an ongoing basis but are subject to fair value adjustments in certain circumstances (for example when there is evidence of impairment) At December 3i 20i 3 other real estate owned measured at fair value was $7 5 million using a combination of observable inputs including recent appraisshyals and unobservable inputs based on customized discounting criteria Due to the significance of the unobservable inputs all other real estate owned fair values have been classified as Level 3 Rnancial assets and financial liabilities excluding impaired Joans measured at fair value on a nonrecurring basis were not significant at December 31 201 4 and 2013

The following tables summarize financial assets measured at fair value at December 31 segregated by the level of the valuation inputs within the fair value hierarchy utilized to measure fair value (Dollars in thousands)

Level 1 Level 2 Level 3 Total 20 1 4 Inputs Inputs Inputs Fair Value Recurring

$ Equity securities $ 456 $ $ 456 Securities available for sale $ $ i 27768 $ $ 1 27768

Nonrecurring $ Impaired Joans $ $ 1 069 $ 1 069

other real estate owned $ $ $ 3375 $ 3375

201 3 Recurring

$ $ Equity securities $ 2405 $ 2405 Securities available for sale $ $ i 4706i $ $ 1 4706i

Nonrecurring $ Impaired loans $ $ 91 6 $ 9 1 6

Other real estate owned $ $ $ 832 $ 832

Notes to Consolidated Financial Statements

XI Fair Value of Financial Instruments

The canying amount and fair value of the Corporations other financial instruments at December 31 are set forth below (Dollars in thousands)

Financial assets Cash and cash equivalents Restricted stock -Loans held for sale Loans net Accrued interest receivable

Financial liabilities Deposits Other borrowings Accrued interest payable

Commitments to orginate loans

Letters of credit

Lines of credit

Forward sale commitments

Carrying Amount

$ 2671 5 1 647 2432

405059 3369

$ 548940 3600

52

2014 201 3

Fair Value Carrying Amount

$ 2671 5 $ 36838 1 647 1 494 2432 5902

405027 377172 3369 2820

$ 51 3334 $ 549645 3600 4800

52 66

Fair Value

$ 36838 1 494 5902

377166 2820

$ 502487 4800

66

Notes to Consolidated Financial Statements

XV Fair Val u e of Financial Instrum ents cont

Nonrecurring Measurements Following is a description of the valuation methodologies and inputs used for assets measured at fair value on a nonrecurring basis and recognized in the accompanying balance sheets as well as the general classification of such assets pursuant to the valuation hierarchy For assets classified within Level 3 of the fair value hierarchy the process used to develop the reported fair value is described below

Other Real Estate Owned Other real estate owned (OREO) is carried at fair value Jess estimated cost to sell when the real estate is acquired Estimated fair value of OREO is based on appraisals or evaluations OREO is classified within Level 3 of the fair value hierarchy

Appraisals of OREO are obtained when the real estate is acquired and subsequently as deemed necessary by the Banks manageshyment Appraisals are reviewed for accuracy and consistency by the Bank Appraisers are selected from the list of approved appraisers maintained by management

Collateral-dependent Impaired Loans Net of ALLL The estimated fair value of collateral-dependent impaired Joans is based on the appraised fair value of the collateral Jess estimated cost to sell Collateral-dependent impaired Joans are classified within Level 3 of the fair value hierarchy

The Bank considers the appraisal or evaluation as the starting point for determining fair value and then considers other factors and events in the environment that may affect the fair value Appraisals of the collateral underlying collateral-dependent Joans are obtained when the loan is determined to be collateral-dependent and subsequently as deemed necessary by the Banks management Appraisals are reviewed for accuracy and consistency by the Bank Appraisers are selected from the list of approved appraisers mainshytained by management The appraised values are reduced by discounts to consider lack of marketability and estimated cost to sell if repayment or satisfaction of the Joan is dependent on the sale of the collateral These discounts and estimates are developed by the credit department by comparison to historical results

Notes to Consolidated Financial Statements

XV Fair Val ue of Financial Instruments cont

Unobservable (Level 3) Inputs The following table presents quantitahve information about unobservable inputs used in recurring and nonrecurring Level s fair value measurements other than goodwill (Dollars in thousands)

Other real estate owned

middot Collateral-dependent impaired loans

Other real estate owned

Collateral-dependent impaired loans

Fair Value at 123 114

$ 3375

$ 1 069

Fair Value at 123113

$ 832

$ 91 6

Sensitivity of Significant U nobservable Inputs The following is a discussion of the sensitivity of significant unobshyservable inputs the interrelationships between those inputs and other unobservable inputs used in recurring fair value measureshyment and of how those inputs might magnify or mitigate the effect of changes in the unobservable inputs on the fair value measurement

The following follows the Fair value table The following methods were used to estimate the fair value of all other financial instruments recognized in the accompanying balshyance sheet at amounts other than fair value

Cash and Cash Equivalents The carrying amount approximates fair value

Loans Held For Sale The carrying amount approximates fair value due to the insigshynificant time between origination and date of sale The carrying amount is the amount funded and accrued interest

Loans

Fair value is estimated by discounting the future cash flows using the market rates at which similar notes would be made to borshyrowers with similar credit ratings and for the same remaining maturities The market rates used are based on current rates the Bank would impose for similar loans and reflect a market parshyticipant assumption about risks associated with nonperformance illiquidity and the structure and term of the loans along with local economic and market conditions

Restricted Stock Fair value is estimated at book value due to restrictions that limit the sale or transfer of such securities

Valuation Unobservable Range Technique Inputs (Weighted

Market comparable Comparability Average)

properties adjustments () Not available

Market comparable Marketability properties discount 1 0 - 1 5 (1 2)

Valuation U nobservable Range Technique Inputs (Weighted

Market comparable Comparability Average)

properties adjustments () Not available

Market comparable Marketability properties discount 1 0 - 1 5 (1 2)

Accrued Interest Receivable and Payable

The carrying amount approximates fair value The carrying amount is determined using the interest rate balance and last payment date

Deposits and Other Borrowings Fair value of term deposits is estimated by discounting the future cash flows using rates of similar deposits with similar maturities The market rates used were obtained from a knowledgeable independent third party and reviewed by the Corporation The rates were the average of current rates offered by local competishytors of the bank subsidiaries

The estimated fair value of demand NOW savings money marshyket deposits and other borrowings is the book value since rates are regularly adjusted to market rates and amounts are payable on demand at the reporting date

Commitments to Originate Loans Forward Sale Commitments Letters of Credit and Lines of Credit The fair value of commitments to originate loans is estimated using the fees currently charged to enter into similar agreements taking into account the remaining terms of the agreements and the present creditworthiness of the counterparties For fixedshyrate loan commitments fair value also considers the difference between current levels of interest rates and the committed rates

The fair value of commitments to sell securities is estimated based on current market prices for securities of similar terms and credit quality

The fair values of letters of credit and lines of credit are based on fees currently charged for similar agreements or on the estimated cost to terminate or otherwise settle the obligations with the counterparties at the reporting date

Notes to Consolidated Financial Statements

XVI Accumul ated Comprehensive Income (Loss)

The components of accumulated other comprehensive income loss) included in stockholders equity are as follows (Dollars in thousands)

Net unrealized gains (Joss) on available for sale securities Tax effect Net-of-tax amount

20 1 4

$ 766 (260)

$ 506

2013

$ (871) 296

$ (575)

Amounts reclassified from accumulated other comprehensive income and the affected line items in the statements of income during the years ended December 31 were as follows

Affected line item in 20 1 4 2013 2012 the statements of

income

Net realized gains of Unrealized gains on securities available for sale $ 368 $ 434 $ 2084 sales of available for-sale

securities

Tax effect (1 26) (i 48) (709) Income taxes Total reclassification out of accumulated other comprehensive income $ 242 $ 286 $ 1 375 Net reclassified

amount

XVII Goodwill and Acquired Intangible Assets

The Corporations goodwill and intangible assets are as follows There was no Impairment of goodwill or intangible assets in 2014 or 2013 (Dollars in thousands)

20 1 4 2013

Goodwill $ 3265 $ 3265 Core deposit intangibles $ 1 805 $ 1 805 Non-compete agreement 375 375 Intangible assets 21 80 2 180 Less accumulated amortization 2 180 2090

Total intangible assets $ $ 90

Aggregate amortization expense for years ended December 31 2014 201 3 and 201 2 was $90 $181 and $1 80 thousand respectively

XVI II Subsequent Events

Management evaluated subsequent events through February 27 201 5 the date the consolidated financial statements were available to be issued Events or transactions occurring after December 31 2014 but prior to February 27 2015 that provided additional evidence about conditions that existed at December 31 2014 have been recognized in the consolidated financial statements for the year ended December 31 2014 Events or transactions that provided evidence about conditions that did not exist at December 31 201 4 but arose before the consolidated financial statements were available to be issued have not been recognized in the consolidated financial statements for the year ended December 31 2014

This information is an Integral part of the accompanying consolidated financial statements

Independent Auditors Report

CPAs amp Advisors

Board of Directors

NI Bancshares Corporation

Sycamore Illinois

We have audited the accompanying consolidated financial statements of NI Bancshares Corporation which comprise

the consolidated balance sheets as of December 3 1 2014 and 2013 and the related consolidated statements of income

comprehensive income (loss) stockholders equity and cash flows for the years ended December 3 1 2014 2013 and 2012 and the related notes to the consolidated financial statements

Managements Responsibility for the Financial Statements

Management is responsible for the preparation and fair presentation of these consolidated financial statements in accordance

with accounting principles generally accepted in the United States of America this includes the design implementation and

maintenance of internal control relevant to the preparation and fair presentation of consolidated financial statements that are

free from material misstatement whether due to fraud or error

Auditors Responsibility

Our responsibility is to express an opinion on these consolidated financial statements based on our audits We conducted our

audits in accordance with auditing standards generally accepted in the United States of America Those standards require that

we plan and perform the audit to obtain reasonable assurance about whether the consolidated financial statements are free from material misstatement

An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the consolidated

financial statements The procedures selected depend on the auditors judgment including the assessment of the risks of material misstatement of the consolidated financial statements whether due to fraud or error In making those risk

assessments the auditor considers internal control relevant to the Corporations preparation and fair presentation of the

consolidated financial statements in order to design audit procedures that are appropriate in the circumstances but not for

the purpose of expressing an opinion on the effectiveness of the Corporations internal control Accordingly we express no

such opinion An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of

significant accounting estimates made by management as well as evaluating the overall presentation of the consolidated

financial statements

We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion

Opinion In our opinion the consolidated financial statements referred to above present fairly in all material respects the financial position of NI Bancshares Corporation as of December 3 1 2014 and 2013 and the results of its operations and cash flows

for the years ended December 3 1 2014 2013 and 2012 in accordance with accounting principles generally accepted in the United States of America

Decatur Illinois February 27 2015

PRESID ENT I CEO Michael A Cullen

BUSI NESS BANKING Charles C Kaiser Senior Vice President - Business Banking

Michael A Hawley Senior Vice President - Senior Commercial Loan Officer

Grant M Goltz Vice President - Commercial Loan Officer

Lucas G Goucher Vice President - Commercial Loan Officer

Nicholas D Lee Vlce President - Commercial Loan Officer

Robert W Mason Vice President - Commercial Loan Officer

Timothy J Meyer Vice President - Commercial Loan Officer

Sheela Prahlad Vice President - Commercial Loan Officer

CREDIT D EPARTMENT

Karen A Kuppler Senior Vice President - Chief Credit Officer

Gerald W Brantner Vice President - Senior Collector

CONSUM ER BANKING RESIDENTIAL LENDING ORIGINATION

Mark R ODell Vice President - Senior Retail Loan Officer

CONS U M ER BANKING Bradley V Brown Senior Vice President - Consumer Banking (Security Officer)

Terrence M Duffy Senior Vice President - Consumer Banking Division Manager

Ishmael M McGhee Vice President - Consumer Banking Division Manager

Frank P Turza Vice President - Consumer Banking Division Manager

Directory of NBamp T

TRUST D EPARTMENT R David Van Buren Senior Vice President - Trust amp Investments

Stephen J Colianni Vice President -Trust Investment Officer

Stephen G Corcoran Vice President - Employee Benefits Manager

Karen J Daleo Vice President - Trust Tax Manager amp Assistant Secretary

James J Dombek Vice President - Personal Trust Manager amp Secretary

Kathryn J Johnson Vice President -Trust Administrator

Thomas M Sullivan Vice President - Trust Administrator

Carolyn S Swafford Vice President - Trust Administrator

FAR M SERVIC E DEPARTM ENT Scott R Pumroy Vice President - Farm Service Department Manager

OPERATIONS D EPARTMENT

Michelle R Carlson Vice President - Operations

Hien Van Do Vice President - Core Banking Systems Administrator

ACCOUNTING DEPARTM ENT David N McCoy Senior Vice President - Chief Financial Officer

BRAND amp MARKETING Tami J Armstrong Vice President - Brand amp Marketing

H U MAN RESOU RCES Samantha J Dailey Vice President - Human Resources

AUDITING DEPARTMENT Sarah M Taylor Vice President - Internal Audit

EXHIBIT 2A

NI BANCSHARES CORPORATIONS ORGANIZATIONAL CHART

NI BANCSHARES CORPORATIO N

230 W STATE ST SYCAMORE IL 601 78

State of Incorporation = Delaware

1 00

THE NATIONAL BAN K amp TRUST COMPANY OF SYCAMORE

230 W STATE ST SYCAMOR_E IL 601 78

hsults A list of branches for your depostorv nstftution NATIONAL BANK amp TRUST COMPANY OF SYCAMOftE THE (ID_RSSO 534345)

This depository fnstltutlon fs held by NI BANCSHARES CORPORATION (1827893) of SYCAMORE IL

The data are as of 12312014 Data reflects Information that was received and procMsed through 01072JJ1S

Reconciliation and YerfCtton Steps

1 In the Data Action column of each brmch row enter one or more of the actions specifild hilow 2 If required enter the date In the Effective te column

Actions

OK If the branch Information Is COfTect enter OK in the Data Action column

Chan1e If the branch Information Is incorrlCt or Incomplete revrse the data enter Change In the Data Action column and the date when this lnformaUon first beame valid Jn the Etfedive Oatbull column

Cose If a branch llsted was sold or closed enter dose In the Data Action column and thl ule or closure date In the Effective Date column Delete If a branch listed was never owned by th(s depository Institution enter Delltl In thl Oatbull Action column

Add lfa reportable branch Is missing Insert a row add the branch data and enter Add in thl Data Action column and the opening or acquisition date In the Effective Date laquo)lumn

If printing this lrst you may need to adjust your page setup in MS Excel Try uslng landscape orientation p1ae scaling andor liegal sl1ed pa pier

Submission Procedure

When you a finiihed send a savied copy to your FRB contact See the det1iled lmtructions on this site for more Information

If vou are ie-malllng this to your FRB contAct put your Institution name dtyand state In thie subjtct line of the e-mail

Note To satisfy the FR YmiddotlO portln1 rirements you must also submit FR Ymiddot10 Oomes-tic Branch Schedules for each bninch with a Ot Attlon of nae Close Deletl or Add

The FR fmiddotlO rieport may be submitted in a hardcopy format or via the FR Y-10 Online application middot httpsylOonlinefederalreservegov

bull FDIC UNINUM Office Number and ID_RSSD columns are for reference only Verification of these values Is not required

- Effecdw Ote Branch Service Type Bnnch ID Rssobull Popular Name Street Address City NATIONAL BANK amp TRUST COMPANY Of

OK Fun servlCI (Head Offitt) 53045 SYCAMORE THE 230 WEST STATE STREET SYCAMORE

OK Full Service 3310232 2290 SYCAMORE ROAD OfFICE 2290 SYCAMORE ROAD DEKALB

OK Full lce 3735255 BANCO NBampT BRANCH 1029 PLEASANT STREET DEKALB

OK Fullservice 354132 NSampT SQUARE BRANCH 130 WEST LINCOLN HIGHWAY DEKAlB

OK Full Service 3735246 ELBURN BRANCH 930 NORTH MAJN STREET ELBURN

OK Full Service 3310241 GENOA BRANCH 601 PEARSON DRIVE GfNOA

OK Full service 2192507 200 NORTH MAIN STREET OfFICE 200 NORTH MAIN STREET UtANO

OK full Service 4394873 SANDWlCH BRANCH 321 E OIURCH STREET SANDWlCH

OK Fullice 2D8577S SERENA BRANCH US HIGHWAY 52 SOMONAUK ROAD SERENA

OK Full Service 2431457 1425 DEKAl8 AVENUE BRANCH 1425 DEKALB AVENUE SYCAMORE

St1te

IL

IL

IL

IL

IL

IL

IL

IL

IL

IL

Zip Code Countv

60178 DEKALB

60US DEKALB

60115 DEKALB

60U5 DEKALB

60119 KANE

60135 DEKALB

60531 IASAllE

60548 DEKALB

60549 LA SAUE

60178 DEKALB

Country FDIC UNINUMbull Office Numberbull Hbullad Office Head Office ID_RSSD Comments

NATIONAL BANK amp TRUST COMPANY Of

UNITED STATES 6414 0 SYCAMORE THE 534345 NATIONAL BANK amp TRUST COMPANY OF

UNITED STATES 221714 2 SYCAMORE THE 534345 NATIONAL BANK amp TRUST COMPANY Of

UNITpound0 STATES 475977 9 SYCAMORE THE 534345

NATIONAL BANK amp TRUST COMPANY OF

UNITED STATES 10484 5 SYCAMORE THE 534345 NATIONAL BANK amp TRUST COMPANY OF

UNITED SfATES 475976 8 SYCAMORE THE 534345

NATIONAL BANK amp TRUST COMPANY OF

UNITED STATES 424666 4 SYCAMORE THE 534345 NATIONAL BANK amp TRUST COMPANY OF

UNITED STATES 237859 7 SYCAMOftE THE 534345 NATIONAL BANK amp TRUST COMPANY Of

UNITED STAttS 530108 10 SYCAMORE THE 534345 NATIONAL BANK amp TRUST COMPANY Of

UNITED STATES 2318S8 6 SYCAMORE THE 534345 NATIONAL BANK amp TRUST COMPANY OF

UN ITED STATES 264332 1 SYCAMORE THE 534345

Re ort Item 3 Securities Holders

FR Y-6

NI Bancshares Corporation

Sycamore IL

Fiscal Year Ending December 3 1 201 4

Current Securities Holders with ownership control or holdings of 5 or more with power to vote as-of fiscal year end

Securities Holders not listed in 3(1 )(a) through (3)(1 )(c) that had

ownership control or holdings of 5 or more with power to vote

during the fiscal year

(1 )(a)

Name amp Address (City

State Country)

James W Dutton

Tulsa OK USA

Jane Danielson

Freeport ME USA

Anne Pick

St Paul MN USA

(1 )(b)

Country of

Citizenship or

Incorporation

USA

USA

USA

(1 )(c) Number and

Percentage of Each

Class of Voting

Securities

62324 shares 594

84563 shares 806

88480 shares 843

(2)(a) (2)(b)

Country of

Name amp Address Citizenship or

(City State Country) Incorporation

(2)(c) Number and

Percentage of Each

Class of Voting

Securities

FA Y--6

NI Bancshares Corporation Sycamore ll

Ascal Year Ending December 311 2014

(1) (2) (3)(bull) (3)(b) (3)(o) (4)(bull) (4)(b) (4)(o) Percentage of List names of other companies

Percentage of Voting Securities Includeamp partnerships) If 25 or more Voting Securities ln Subsidiaries of voting securftles are held (list

Names amp Address Principal Occupation II other than Title amp Position with Title amp Position with Subsidiaries Title amp Position with Other Businesses Jn Holding (Include names names ol companies and percentage of

(City State Country) with Holding Company Holding Company (Include names of subsidiaries) (Include names ol other businesses) Company of subsidiaries) voting securltles held)

Michael A Cullen NIA Director President amp CEO Director President amp CEO NIA 018 None NIA Sycamore IL USA The National Bank amp Trust

Company of Sycamore

Richard N Anderson President - Anderson Director Director President 159 None Anderson Funeral Home Ltd (100) DeKalb JL USA Funeral Home Ltd The Natrona[ Bank amp Trust Anderson Funeral Home Ltd

Company of Sycamore

John H Boles NIA Director Retired Trust Officer NIA 149 None NIA Sycamore IL USA The National Bank amp Trust

Company of Sycamore

Evelina J Cichy Retired Vice President of Instruction Director Director NA 015 None NIA DeKalb IL USA Klshwaukee College The Natrona Bank amp Trust

Company of Sycamore

James W Dutton CFO Macrosolva lnc Chairman of the Board Chairman of the Board CFO Macrosolve lnc 594 None NIA Tulsa OK USA The Natonal Bank amp Trust

Company of Sycamore

Robert B Johnson Partner - Johnson Farms Director Director Partner 063 None Johnson Farms (40) DeKalb IL USA The National Bank amp Trust Johnson Farms

Company of Sycamore

Robert C Johnson NIA Director Director NIA 034 None NIA DeKalb IL USA The National Bank amp Trust

Company of Sycamore

Kevin P Poorten President amp CEO - Kish Health Syse Director Director NA 005 None NIA DeKalb IL USA The National Bank amp Trust

Company of Sycamore

Douglas C Roberts Private Investor Director Director PresidentmiddotZea mays Holdings LLC 382 None Zea mays Holdngs LLC (100) Sycamore IL USA The National Bank amp Trust

Company of Sycamore

Tmothy P Suter President amp CEO - Suter Company Director Director NA 002 None NIA Sycamore IL USA The Natlonal Bank amp Trust

Company of Sycamore

Report lem 4 Insiders -PAGE 2 of 2

Tami Armstrong NIA NIA VP Brand amp Marketng NIA 0005 None NIA Sycamore IL USA The Natonal Bank amp Trust

Company of Sycamore

Bradley V Brown NIA NIA SVP Consumer Banking NIA 0004 None NIA DeKalb IL USA The Natlonal Bank amp Trust

Company of Sy9amore

Michelle Carlson NIA NIA VP Operallons NIA 0004 None NIA SuQar Grove IL USA The National Bank amp Trust

Company of Sycamore

Sa_111antha J Dalley NIA NIA VP Human Resources NIA 0003 None NIA Sycamore IL USA The National Bank amp Trust

Company of Sycamore

James Dombek NIA NIA VP Personal Trust Manager NIA 0002 None NIA Sycamore IL USA The National Bank amp Trust

Company of Sycamore

Michael Hawley Geneva IL USA NIA NIA Sr VP Sr Commercial Loan Officer NIA 0005 None NIA

The Natfonal Bank amp Trust Company of Sycamore

Charles C Kaiser NIA NIA Sr VP Senior Lending Officer NIA 0007 None NIA Sycamore IL USA The National Bank amp Trust

Company of Sycamore

Karen Kupper NIA NIA SVP Chief Credit Offcer NIA 0003 None NIA Hinkley IL USA The Natonal Bank amp Trust

Company of Sycamore

Davld N McCoy NIA Treasurer SVP Chief Flnanclitl Officer NIA 0006 None NIA South Elgin IL USA The Natlonal Bank amp Trust

Company of Sycamore

Mark ODell NIA NIA VP Sr Residentlal loan Officer NIA 0000 None NIA Aurora IL USA The National Bank amp Trust

Company of Sycamore

A David VanBuren NIA NIA SVP Trust amp Investments NIA 0005 None NIA Sycamore IL USA The National Bank amp Trust

Company of Sycamore

  • FR Y-6 Cover Page
  • Report Item 1 Annual Report to Shareholders
  • Report Item 2a Organization Chart
  • Report Item 2b Domestic Branch Listing
  • Report Item 3 Securities Holders
  • Report Item 4 Insiders
Page 5: Annual Report of Holding Companies-FR Y-6/media/others/banking/...consistent and deliberate in implementing our strategic initiatives. In addition to our loan growth, our trust assets

Table of Contents

Letter to our Stockholders 3

Financial Highlights 4

Consolidated Balance Sheets 5

Consolidated Statements of Income 6

Consolidated Statements of Comprehensive Income (Loss) 7

Consolidated Statements of Stockholders Equity 8

Consolidated Statements of Gash Flows 9

Notes to Consolidated Financial Statements i 0

Independent Auditors Report 35

Directory of NBampT 36

Board of Directors

Richard N Anderson

President Anderson Funeral Home Ltd

John H Boies

Retired Trust Officer NBampT

Evelina J Cichy

Retired Vice President of Instruction Kishwaukee College

Michael A Cullen

President CEO NBampT

James W Dutton

Chairman of the Board NI Bancshares Corporation

Robert B Johnson

Partner Johnson Farms

Robert C Johnson

Former Chairman of the Board NBampT

Kevin P Poorten

President and CEO KishHealth System

Douglas C Roberts

Private Investor

Timothy P Suter

President and CEO The Suter Company Inc

NI Bancshares Corporation Officers

James W Dutton Chairman of the Board Michael A Cullen President CEO R David Van Buren Secretary David N McCoy Treasurer

To our Stockholders

We are pleased to present you with the 201 4 financial results for NI Bancshares Corporation and our subsidiary The National Bank amp Trust Company of Sycamore (NBampT) We continue to make sure and steady progress within an industry that is still challenged by the economy and the increased scrutiny within the regulatory environment

NBampT continues to be the market share leader in DeKalb County for deposits trust assets under management and mortgage loans originated Our strategic sales and growth initiatives are solid and the resultant increase in relationships is encouraging We continue to solidify our balance sheet from a quality perspective while actively positioning our assets and liabilities for an eventual increase in the economys interest rates The timing of interest rate hikes is unknown but we firmly believe that the propensity for rates to climb is greater than rates falling lower It is important that we operate within our risk tolerances and not take on additional risks for the sake of short term earnings

We are pleased that loans and loans held for sale increased over 6 to $407 million at the end of 201 4 We are increasing loans during a period when other banks are not while still maintaining our asset quality This is the result of our lending tearn being consistent and deliberate in implementing our strategic initiatives

In addition to our loan growth our trust assets under management grew by over $37 million and ended the year at over $700 million This is another record setting year for our Trust and Wealth Management Group The team of trust professionals is experienced and efficient while at the same time providing exceptional customer service to our clients

While earnings were up only slightly we continue to make progress in our core banking business Our Net Interest Income after provision for loan losses ended the year at $1 7 1 million which is up from $1 46 million for 2013 A negative impact to earnings was the effect the industry felt from the increase in rates on mortgage loans While we continue to be the leader in DeKalb County for mortgage loans our income from this line of business was down over $1 million year over year Another drag on earnings continues to be the costs associated from Other Real Estate Owned (OREO) as it relates to valuation write downs and carrying costs

The Bank continues to have a strong capital position which has allowed us to keep consistent with our dividend payments While there remain challenges from the regulatory environment and non-traditional competitors we are confident that we will continue to provide value for our shareholders and meet the needs of the communities we serve

This past year Chuck Sauber Bob Wildenradt and Dave Juday retired from the board of directors These directors served on the bank board for 23 years 21 years and 1 8 years respectively These directors were strong contributors from the day they walked in until the day they retired Their many contributions are appreciated and we wish them well in their new endeavors We also welcome two new directors Kevin Poorten CEO of KishHealth System and Tim Suter President and CEO of The Suter Company have joined the board and have made an immediate impact Their knowledge of the community and their business acumen will add to the strength of our already strong board of directors

Finally it is with a heavy heart that we say good bye to one of our directors who passed away in an automobile accident last fall Debra Hopkins was a true professional in the field of accountancy and touched the lives of thousands of students from her work at Northern Illinois University Debra served on our board since 2004 and was an active enthusiastic contributor The entire NBampT team will miss Debra

In closing we will continue to be diligent in the management of our resources and the oversight of those assets entrusted to us Our board our management team and our staff take those responsibilities seriously We thank you for your support and confidence

- James W Dutton Chairman of the Board

Michael A Cul len President CEO

2014 2013

For the year

Net income $ 1050 $ 976

Diluted earnings per share 100 93

Dividends declared 525 522

Dividends per share 050 050

Net interest income after provision for Joan losses 17127 14605

At year end

Total assets $ 611854 $ 611 906

Total deposits 548940 549645

Loans and Joans held for sale 407491 383074

Securities including Federal Horne Loan Bank and Federal Reserve Bank stock 129871 150961

Stockholders equity 56136 54369

Trust assets under management 700997 663726

Book value per share 5348 5183

Ratios()

Return on average core stockholders equity 20 23

Return on average assets 02 02

(Dollars in thousands except per share data)

Total assets in millions of dollars Net income in millions of dollars

$700 $7

6119 6119

$600 $6

middot$500 c $5

$400 $4 36

$300 $3

$200 $2

$100 $1

$0 $0

11 12 13 14 11 12 13 14

--

Financial Highlights

Years ended December 31

2012 2011

$ 3622 $ 1536

268 109

589 591

050 042

15991 15292

$ 592879 $ 590073

527006 515957

334246 318144

143460 141738

56272 71626

600996 574093

5421 5098

57 24

06 03

Year end stock data per share in dollars

bull BookValue $70

- Stock Price

$60 54

$40

$30

$20

$10

$0

11 12 13 14

Consolidated Balance Sheets At December 31

Assets

Cash and due from banks Interest bearing deposits in other

financial institutions

Cash and cash equivalents Securities available for sale Federal Home Loan Bank and

Federal Reserve Bank stock Loans held for sale Loans net of allowance for loan losses of

$3906 in 201 4 and $3240 in 201 3 Land premises and equipment net other real estate owned Mortgage servicing rights Goodwill Intangible assets Bank owned life insurance Accrued interest receivable and other assets

Total assets

Liabilities

Noninterest-bearing deposits Interest-bearing deposits

Total deposits

Other borrowings Accrued interest payable and other liabilities

Total liabilities

Stockholders equity

Preferred stock $50 par value 20000 shares authorized none issued

Common stock $1 25 par value 2000000 shares authorized issued 1 676425 and 1 675735 shares at December 31 201 4 and 201 3 respectively and outstanding of 1 049789 and 1 049059 respectively

Additional paid in capital Retained earnings Accumulated other comprehensive income (loss) net Treasury stock 626676 shares in 201 4 and

201 3 at cost

Total stockholders equity

Total liabilities and stock1olders equity

(Dollars in thousands) See accompanying notes to consolidated financial statements

2014

$ 1 871 5

8000

26715 1 28224

1 647 2432

405059 21 1 57

7456 2447 3265

-81 09 5343

$611854

$ 1 1 2872 436068

548940

3600 3 178

555718

-

2094 9607

72747 506

(28818)

56136

$611854

2013

$ 25838

1 1 000

36838 1 49467

1 494 5902

3771 72 21 938

7534 2524 3265

90

5682

$611906

$ 1 05652 443993

549645

4800 3092

557537

2093 9447

72222 (575)

(2881 8)

54369

$611906

Interest income

Loans Securities taxable Securities tax-exempt Interest bearing deposits

in other financial institutions

Total interest income

Interest expense

Deposits

Other borrowings

Total interest expense

Net interest income

Provision for loan losses

Net iQterest income after provision for loan losses

Noninterest income

Trust fees Income from mortgage banking Service charges on deposit accounts Realized securities gains net Other income

Total noninterest income

Noninterest expense

Salaries and employee benefits Occupancy expense FDIC Insurance Other real estate owned Other expense

Total noninterest expense

Income before income taxes

Provision for income taxes r---

------------middot-middot------ ------ _Net incdeg=-

- __ _ _ ___ _ _ ___ _ _ ___ _ _ _ ____ _ Basic earnings per share Diluted earnings per share

(Dollars in thousands) See accompanying notes to consolidated financial statements

2014

$ i S371 1 491

775

1 04

20741

21 1 4

1 50

2264

1 8477

1 350

1 7 1 27

4748 1 078 2095

368 1 308

9597

1 3283 3252

524 1 582 6943

25584

1 1 40 90

$ _ 10_50

$ 1 00 $ 1 00

Consolidated Statements of Income Years ended December 31

2013 201 2

$ 1 7 599 $ 1 8233 1 354 2038

764 767

205 251

1 9922 21 289

2882 3493

1 92 34

3074 3527

1 6848 1 7762

2243 1 771

1 4605 1 5991

4662 5025 21 57 2403 1 997 1 754

434 2084 1 1 93 945

1 0443 1 2211

1 2789 1 2787 3049 281 4

5 17 668 1 430 640 5915 5778

23700 22687

1 348 551 5 372 1 893

$ 976 $ 3622

$ 94 $ 268 $ 93 $ 268

Consolidated Statements of Comprehensive Income (Loss) At December 31

Net income

Other comprehensive income (loss)

Unrealized appreciation depreciation) on available for sale securities net of taxes of $682 $(1 1 7 4) and $3 for 201 4 2013 and 201 2 respectively

Less reclassification adjustment for realized gains included in net income net of taxes of $1 26 $1 48 and $709 for 201 4

2014

$ 1050

$ 1 323

201 3 and 201 2 respectively 242

$ 1 081

Comprehensive income (loss) $ 2 131

(Dollars in thousands See accompanying notes to consolidated financial statements

2013

$ 976

$ (2280)

286

$ 2566)

$ (1590

2012

$ 3622

$ 5

middot1 375

$ (1 370)

$ 2252

Common Stock

Balances at December 31 2011 $ 2049

Net income Other comprehensive income (loss) Purchase of 392663 shares of

treasury stock Exercise of 24502 stock options 30 Stock compensation - Directors 2 Stock compensation expense Cash dividends declared

$50 per share

Balances at December 31 2012 2081

Net income Other comprehensive income (loss) Exercise of 667 stock options Stock compensation expense Cash dividends declared

$50 per share Issuance of restricted stock 11

Balances at December 31 2013 2093

Net income Other comprehensive income (loss) Exercise of 1000 stock options Stock compensation expense Cash dividends declared

$50 per share

Balances at December 31 2014 $ 2094

(Dollars in thousands) See accompanying notes to consolidated financial statements

Consolidated Statements of Stockholders Equity Years ended December 31

Additional Accumulated Other Total

Paid In Retained Comprehensive Treasury Stockholders

Capital Earnings Income (Loss) Net Stock Equity

$ 8237 $ 68735 $ 3361 $ (10756) $ 71626

3622 3622 (1370) (1370)

(18062) (18062) 865 895

35 37 113 1 13

(589) (589)

9250 71768 1991 (28818) 56272

976 976 (2566) (2566)

21 22 187 187

(522) (522) (11)

9447 72222 (575) (28818) 54369

1 050 1050 1081 1081

31 32 129 129

(525) (525)

$ 9607 $ 72747 $ 506 $ (28818) $ 56136

Consolidated Statements of Cash Flows Years ended December 3i

Cash flows from operating activities

Net income Adjustments to reconcile net income to net cash from operating activities

Amortization and accretion of securities Amortization of intangibles Realized security gains net Depreciation Loss (gain) on sale of premises and equipment Gain on sales of loans Loss on sale and valuation adjustments

of other real estate owned (Increase) decrease in mortgage loans held for sale Amortization of mortgage servicing rights Deferred tax benefit Stock compensation expense net Provision for loan losses (Increase) decrease in interest receivable and other assets Increase (decrease) in interest payable and other liabilities

Net cash provided by operating activities

Cash flows from investing activities

Redemption of FHLB stock Securities available for sale

Proceeds from sales Proceeds from maturities and calls Purchases

Sale of other real estate owned Increase in loans net Purchases of premises and equipment Proceeds from sale of premises and equipment Purchase of bank-owned life insurance

Net cash used by investing activities

Cash flows from financing activities

Proceeds from (repayment 01) holding company borrowing Net increase (decrease) in deposit activities Cash dividends paid Purchases of treasury stock Exercise of stock options

Net cash provided (used) by financing activities Net change in cash and cash equivalents Cash and cash equivalents at beginning of year Cash and cash equivalents at end of year

Supplemental cash flows information

Interest paid Income taxes paid Transfer from loans to other real estate owned

(Dollars in thousands middotsee accompanying nofes to consolidated financial middotstatements

$

$

$ $ $

2014

i 050

56i 90

(368) i 449

-(990)

i 82i 4i29

408 60

i 29 i 350

948 (i i 39) 9498

-

23322 27735 (28523)

2289 (33269)

(838) 1 70

(8 i 09) (1 7223)

(i 200) (705) (525)

-32

(2398) (i0i 23) 36838 267i 5

2278 74i

4032

2013 2012

$ 976 $ 3622

i 037 i i 76 i 8i i 80

(434) (2084) i 373 i 057

i (3) (2636) (34i 5)

i 029 i 058 2i37 (264)

506 i Oi 2 i 96 (68) i 87 i i 3

2243 i 77i 9i) 4i 9

i 969 i 904 8674 6478

847

21662 38789 38844 37290 (72497) (79835)

875 i 772 (57900) (1627 4)

(i i 22) (5942) 25 526

(70i i 3) (22827)

(i 200) 6000 22639 1 i 049

(522) (589) (i 8062)

22 932 20939 (670) (40500) (i 70i 9) 77338 94357

$ 36838 $ 77338

$ 3i18 $ 3589 $ i i 73 $ 2249 $ 51 67 $ 76i

Notes to Consolidated Financial Statements

f Summary of Significant Accounting Policies

PRINCIPLES OF CONSOLIDATION The consolidated financial statements of NJ Bancshares Corporation (the Corporation) include the accounts of the Corporation and its wholly owned subsidiary The National Bank amp Trust Company of Sycamore (the Bank) Significant intercompany transactions and accounts have been eliminated in consolidation

NATURE OF OPERATIONS The Bank provides a variety of financial services to individuals and businesses in DeKalb LaSalle and Kane Counties through its ten locations Branch offices include two locations in Sycamore three locations in DeKalb and one location in each of the towns of Elburn Genoa Leland Serena and Sandwich The Banks primary deposit products are checking accounts interestshybearing savings accounts certificates of deposit and individual retirement accounts The Banks primary lending products are commercial Joans real estate Joans and consumer Joans The Bank also maintains a trust department and originates residential mortgage Joans for sale in the secondary market The Bank is nationally chartered Deposits up to $250000 are insured by the Federal Deposit Insurance Corporation The Bank is subject to the regulations and supervision of the Office of the Comptroller of the Currency The Corporation is subject to the regulations and supervision of the Feder-al Reserve Bank

USE OF ESTIMATES The preparation of financial statements in conformity with accounting principles generally accepted in the United States (GAAP) requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of income and expense during the reporting period Actual results could differ from those estimates Material estimates that are particularly susceptible to significant change in the near term relate to the valuation of the allowance for Joan losses the valuation of other real estate owned the classification and valuation of securities the determination of fair values of financial instruments the impairment of goodwill and intangibles mortgage servicing rights and the status of contingencies

SIGNIFICANT CONCENTRATIONS OF CREDIT RISK Most of the Corporations activities are with customers located within the Illinois counties of DeKalb LaSalle and Kane Note I l l discusses the types of lending in which the Corporation is engaged The Corporation does not have any significant concentrations to any one industry customer or geographic location

CASH AND CASH EQUIVALENTS For purposes of reporting cash flows cash and cash equivalents include cash on hand amounts due from banks and federal funds sold Generally federal funds are sold and purchased for one-day periods Customer deposit and loan activities are reported on a net basis

At December 3i 20i 4 the Corporations cash accounts exceeded federally insured limits by approximately $1 i 973 thousand

SECURITIES Securities classrfied as available for sale are those debt or equity securities that the Bank intends to hold for an unspecified period of time but not necessarily to maturity Unrealized gains or losses are reported as increases or decreases in a separate component of stockholders equity net of the related deferred tax effect

The amortization of premiums and the accretion of discounts on securities are deducted from and added to interest income Realized gains or losses on sales of securities are determined using the specific-identification method Securities are written down to fair value when a decline in fair value is not temporary

Declines in the fair value of securities below their cost that are other than temporary are reftected as realized losses In estimating other-than-temporary losses management considers (i) the length of time and extent that the fair value has been Jess than cost (2) the financial condition and near term prospects of the issuer and (3) the intent of the Corporation to not sell the security or whether it is more likely than not that the Corporation will be required to sell the security before its anticipated recovery

During 201 4 201 3 and 201 2 the bank initiated a strategy to sell certain held for sale investment securities and subsequently reinvest the proceeds of those into similar held for sale investment securities The strategy included extending the weighted average maturity of a portion of the portfolio for interest rate risk purposes and accelerated the recognition of income from the portion that was sold As a result there was a gain of the sale of those securities of $368 $434 and $2084 thousand gross before taxes respectively

RESTRICTED STOCK The Bank as a member of the Federal Home Loan Bank of Chicago (FHLB) is required to maintain an investment in the capital stock of the Federal Home Loan Bank T he Bank also maintains an investment in the capital stock of the Federal Reserve Bank (FRB) For financial reporting purposes such stock is carried at cost which approximates fair value based on the redemption provisions of each institution

LOANS HELD FOR SALE Real estate loans originated and intended for sale in the secondary market are carried at the lower of cost or fair value in the aggregate as determined by outstanding commitments from investors Net unrealized losses if any are recorded as a valuation allowance and charged to earnings

Mortgage loans held for sale are generally sold with servicing rights retained The carrying value of mortgage loans sold is reduced by the cost allocated to the servicing right Gains or losses on sales of mortgage loans are based on the difference between the selling price and the carrying value of the related loan sold

Notes to Consolidated Financial Statements

SERVICING RIGHTS Servicing rights are recognized as assets for the allocated value of retained servicing rights on sold loans Servicing rights are expensed in proportion to and over the period of estimated net servicing revenues Impairment is evaluated based on the fair value of the rights using groupings of underlying loans as to loan term rate and then as to loan type Fair value is based upon discounted cash flows using market based assumptions Any impairment is reported as a valuation allowance to the extent that fair value is Jess than the capitalized amount

LOANS Loans are stated at the amount of unpaid principal net of unearned income and the allowance for loan losses Interest on loans is accrued daily and is computed on the principal balance outstanding

Loan origination fees net of certain direct organization costs are deferred and recognized as an adjustment of the yield of the related loans

In general interest income on mortgage and commercial loans is discontinued at the time the loan is 90 days delinquent unless the loan is well secured and in process of collection Consumer loans are typically charged off no later than 180 days past due In all cases loans are placed on non-accrual or charged-off at an earlier date if collection of principal or interest is considered doubtful

All interest accrued but not received for the loans placed on nonshyaccrual are reversed against interest income Interest received on such loans is accounted for on the cash basis or cost-recovery method until qualifying for return to accrual Loans are returned to accrual status when all the principal and interest amounts contractually due are brought current and future payments are reasonably assured

ALLOWANCE FOR LOAN LOSSES The allowance for loan losses is maintained at a level considered adequate to provide for probable incurred loan losses Allowances for impaired loans are generally determined based on collateral values or the present value of estimated cash flows discounted at the loans effective interest rate The allowance is increased by provisions charged to operating expense and reduced by net charge-offs Loans are charged off to the allowance for loan losses when and to the extent that they are deemed uncollectible by management Management makes continuous credit reviews of the loan portfolio and considers current economic conditions historical loan loss experience and other factors in determining the adequacy of the allowance

Allocations of the allowance may be made for specific loans but the entire allowance is available for any loan that in managements judQrnent should be charged off

The allowance consists of specific and general components The specific component relates to loans that are individually classified as impaired or loans otherwise classified as substandard or doubtful The general component covers non-classified loans and is based on historical loss experience adjusted for current factors

A loan is impaired when full payment under the Joan terms is not expected Commercial and commercial real estate loans are individually evaluated for impairment If a Joan is impaired a portion of the allowance is allocated so that the loan is reported net at the present value of estimated future cash flows using the loans existing rate or at the fair value of collateral if repayment is expected solely from the collateral Large groups of smaller balance homogeneous loans such as consumer and residential real estate loans are collectively evaluated for impairment and accordingly they are not separately identified for impairment disclosures

LAND PREMISES AND EQUIPMENT Land is stated at historical cost Premises and equipment are stated at cost less accumulated depreciation Depreciation is computed principally on the straight-line method over the estimated useful lives of the assets These assets are reviewed for impairment when events indicate the carrying amount may not be recoverable

OTHER REAL ESTATE OWNED Real properties acquired through or in lieu of loan foreclosure are to be sold and are initially recorded at fair value less the cost to sell at the date of the foreclosure establishing the new cost basis After foreclosure valuations are periodically performed by management and the real estate is carried at the lower of carrying amount or fair value less the estimated cost to sell Revenue and expenses from the operations changes in the valuation of the property and gain or loss on the disposition of the property are included in other expenses or other income as incurred

EARNINGS PER SHARE Basic earnings per share is calculated based on weightedshyaverage common shares outstanding Diluted earnings per share includes the dilutive effect of additional potential common shares issuable under stock options and restricted stock awards

GOODWILL AND INTANGIBLE ASSETS Goodwill results from business acquisitions and represents the excess of the purchase price over the fair value of acquired tangible assets and liabilities and identifiable intangible assets Goodwill and indefinite-lived intangibles are evaluated annually for impairment or more frequently if impairment indicators are present A qualitative assessment is performed to determine whether the existence of events or circumstances leads to a determination that it is more likely than not the fair value of the reporting unit or indefinite-lived intangible asset is Jess than its carrying amount If based on the evaluation it is determined to be more likely than not that the fair valued is less than the carrying value then the goodwill or indefinite-Jived intangible is tested further for impairment If the implied fair value of goodwill or the fair value of the indefinite-lived intangible is lower than their carrying amounts an impairment loss is recognized in an amount equal to the difference Subsequent increases in goodwill value

- are not recognized in the financial statements

Intangible assets consist of core deposits arising from a whole bank acquisition They are initially measured at fair value and then are amortized over their estimated useful lives These assets are reviewed for impairment when events indicate the carrying amount may not be recoverable

Notes to Consolidated Financial Statements

LOAN COMMITMENTS AND RELATED FINANCIAL INSTRUMENTS Financial instruments include off-balance sheet credit instruments such as commitments to make loans and commercial letters of credit issued to meet customer financing needs The face amount for these items represents the exposure to loss before considering customer collateral or ability to repay Such financial instruments are recorded when they are funded

IMPAIRMENT OF LONG-LIVED ASSETS The Corporation reviews long-lived assets for impairment whenever events or changes in circumstances indicate the carrying amount of an asset may not be recoverable Recoverability of assets to be held and used is measured by a comparison of the carrying amount of an asset to future undiscounted net cash flows expected to be generated by the asset If such assets are considered to be impaired the impairment to be recognized is measured by the amount by which the carrying amount of the assets exceeds the fair value of the assets Assets to be disposed of are reported at the lower of carrying amount or fair value less costs to sell

TRANSFERS OF FINANCIAL ASSETS Transfers of financial assets are accounted for as sales when control over the assets has been surrendered Control over transferred assets is deemed to be surrendered when (1 ) the assets have been isolated from the Corporation (2) the lransferee obtains the right (free of conditions that constrain it from taking advantage of that right) to pledge or exchange the transferred assets and (3) the Corporation does not maintain effective control over the transferred assets through an agreement to repurchase them before their maturity

TRUST ASSETS AND FEES Assets of the Trust Department are not included in these consolidated financial statements because they are not assets of the Corporation or the Bank Fee income generated from trust services is primarily recorded on the accrual method

INCOME TAXES Deferred income taxes are provided on temporary differences between financial statement and income tax reporting Temporary differences are differences between the amounts of assets and liabilities reported for financial statement purposes and their tax bases

Deferred tax assets are recognized for temporary differences that will be deductible in future years tax returns and for operating loss and tax credit carryforwards Deferred tax assets are recognized only if it is more likely than not that the tax position will be realized or sustained upon examination by the relevant taxing authority A tax position that meets the more-likely-thanshynot recognition threshold is initially and subsequently measured as the largest amount of tax benefit that has a greater than 50 percent likelihood of being realized upon settlement with a taxing authority that has full knowledge of all relevant information

Deferred tax assets are reduced by a valuation allowance if it is deemed more likely than not that some or all of the deferred tax assets will not be realized Deferred tax liabilities are recognized for temporary differences that will be taxable in future years

COMPREHENSIVE INCOME (LOSS) Comprehensive income (loss) consists of net income (loss) and other comprehensive income (loss) Other comprehensive income (loss) includes unrealized gains and losses on securities available for sale net of taxes These unrealized gains and losses net of taxes are also recognized as separate components of equity

LOSS CONTINGENCIES Loss contingencies including claims and legal actions arising in the ordinary course of business are recorded as liabilities when the likelihood of loss is probable and an amount or range of loss can be reasonably estimated Management does not believe there are matters that will have a material effect to the Corporation the Bank or the Banks Trust Department or on the fiancial statements of the Corporation

STOCK COMPENSATION PLANS Compensation cost is measured using the fair value of an award on the grant dates and is recognized over the service period which is usually the vesting period Compensation cost related to the non-vested portion of awards outstanding is based on the grant-date fair value of those awards T he Corporation has an incentive stock option plan and restricted stock awards which are described more fully in Note IX

TREASURY STOCK Common stock shares repurchased are recorded at cost Cost of shares retired or reissued is determined using the first-in firstshyout method

During 201 2 the Corporation purchased 392663 treasury shares This was primarily accomplished through two transactions the first involving a negotiated purchase of shares from certain members of the Dutton Family and their affiliates and the second involving a tender offer with our shareholders These treasury shares were all repurchased at $46 per share a discount to the current book value per share Detailed information related to these transactions was provided to stockholders in an Offer to Purchase dated November 1 201 2 The total cost to capital of the Corporation was $1 6940 thousand for these treasury shares

Notes to Consolidated Financial Statements

II Securities

Amortized cost and fair values of securities classified as available for sale with gross unrealized gains and losses at December 31 are summarized as follows (Dollars in thousands)

US Obligations of US Government- States and Political Certificates Equity Total

Treasury Sponsored Entities Subdivisions of Deposit Securities Securities

2014 Amortized cost $ 1 4470 $ 7981 6 $ 31 728 $ 988 $ 456 $ 1 27458 Gross unrealized gains 2 536 694 1 232 Gross unrealized losses (28) (233) (205) (466)

Fair value $ 1 4444 $ 80 1 1 9 $ 32217 $ 988 $ 456 $ 1 28224

2013 Amortized cost $ 1 5007 $ 94907 $ 37030 $ 988 $ 2406 $ 150338 Gross unrealized gains 1 0 1 1 7 854 981 Gross unrealized losses (2) (926) 924) (1 852)

Fair value $ 1 501 5 $ 94098 $ 36960 $ 988 $ 2406 $ 1 49467

The fair values of debt securities classified as available for sale by contractual maturity at December 31 2014 are as follows (Dollars in thousands)

1 year or l ess Over 1-5 years Over 5-10 years Over 1 0 years Total

US Treasury $ 5000 $ 9444 $ $ $ 1 4444

US government-sponsored entities 1 7057 47722 1 5340 80 1 1 9

Obligations of states and political subdivisions 3964 9859 1 8394 3221 7

Certificates of deposit 988 988

Total $ 26021 $ 6801 3 $ 33734 $ $1 27768

Expected maturities may differ from contractual maturities because the borrowers may have the right to call or prepay obligations with or without call or prepayment penalties Other equity securities include mutual funds which have no maturity date Securities with a market value of $1 220 million and $1 21 0 million at December 31 201 4 and 201 3 respectively are pledged to secure public deposits and other purposes as required or permitted by law

middot

Amortized cost gross reaiized gains gross realized losses and saies proceeds from available for sale securities sold matured or called at December 31 are summarized as follows (Dollars in thousands)

2014 2013 2012

Amortized cost $ 50689 $ 60072 $ 73995 Gross realized gains 546 435 2093 Gross realized losses (1 78) (1 ) (9) Proceeds $ 51 057 $ ousuo $ 70UJ

Notes to Consolidated Financial Statements

I I Securities cont

The following tabes present investments gross unrealized losses and fair value at December 31 aggregated by Investment category and length of time that Individual securities have been in a continuous unrealized loss position Dollars In thousands)

Less Than 12 Months 12 Months or More Total Fair Value Unrealized Loss Fair Value Unrealized Loss Fair Value U n realized Loss

2014 US Treasury $ 9444 $ (28) $ $ $ 9444 $ (28) US government-

sponsored entities i 7529 (43) i 5009 (i 90) 32538 (233) Obligations of states and

political subdivisions i 983 (i7) 6475 (i 88) 8458 (205) $ 28956 $ (88) $ 2i 484 $ (378) $ 50440 $ (466)

Less Than 12 Months 12 Months or More Total Fair Value Unrealized Loss Fair Value Unrealized Loss Fair Value Unrealized Loss 2013

US Treasury $ 3994 $ (2) $ $ $ 3994 $ (2)

US government-sponsored entities 7222i (926) 7222i (926)

Obligations of states and political subdivisions i 2042 (597) 3 i30 (327) i 5i 72 (924)

$ 88257 $ (i 525) $ 3i30 $ (327) $ 9i 387 $ (1 852)

At December 3i 20i 4 37 US Treasury US government-sponsored entities and obligations of states and political subdivisions securities have an unrealized loss with aggregate depreciation of less than one-quarter percent of the Corporations amortized cost basis Management views fluctuation in agencies as temporary market fluctuations There were i 9 securities with an unrealized loss for over i 2 months The fair value is expected to recover as the bonds approach maturity The nature and quality of these investments remain adequate and continue to have a Moodys rating of an A or above as required by Bank policy Management views the losses associated with US Treasury US government-sponsored entities and obligations of states and political subdivisions securities to also be temporary market fluctuations

Notes to Consolidated Financial Statements

III Loans

Classes ofoans at December 31 include (Dollars in thousands)

2014 2013

Construction and land development $ 1 4 199 $ 1 9798 Farmland 20488 1 7397 Residential real estate 1 1 5291 1 04873 Nonresidential real estate 1 37499 1 3501 4 Agricultural production 1 2530 1 2968 Commercial 45940 41 273 Loans to individuals 57280 42883 Other 5738 6206

Total Joans and leases $ 408965 $ 38041 2 Allowance for loan losses (3906) (3240)

Total loans and leases net $ 405059 $ 377 1 72

The Bank maintains lending policies and procedures designed to focus lending efforts on the type location and duration of loans most appropriate for its business model and markets The Banks principal lending activity is the origination of residential and commercial real estate loans commercial loans consumer loans and home equity lines of credit The primary lending market is located within the Illinois counties of DeKalb LaSalle and Kane Generally loans are collateralized by assets of the borrower and guaranteed by the principals of the borrowing entity

The Board of Directors reviews and approves the Banks lending policy on an annual basis Quarterly the Board reviews the allowance for loan losses and reports related to loan production loan quality concentrations of credit loan delinquencies and non-performing and potential problem loans

The Bank does not accrue interest on any asset which is maintained on a cash basis because of deterioration in the financial position of the borrower any asset for which payment in full of interest or principal is not expected or any asset upon which principal or interest has been in default for a period of ninety days or more unless it is both well secured and in the process of collection A non-accrual asset may be restored to an accrual status when none of its principal and interest is due and unpaid or when it otherwise becomes well secured and in the process of collection

The Bank periodically performs an independent loan review of outstanding loans through the use of an outside third party The primary objective of the independent loan review function is to ensure the maintenance of a quality loan portfolio and minimize the potential for Joan losses The Joan review engagement is responsible for reviewing a sample of existing loans for compliance with internal policies and procedures In addition to reviewing Joans for compliance the loan review analyzes the appropriateness and timeliness of risk grading and problem loan identification by loan officers

Notes to Consolidated Financial Statements

I l l Loans cont

The Corporation categorizes loans into risk categories based on relevant information about the ability of borrowers to service their debt such as current financial information historical payment experience credit documentation public information and current economic trends among other factors This analysis is performed on an annual basis at a minimum The Corporation uses the following definitions for risk ratings

Internal Risk Categories Loan grades are numbered i through 7 Grades i through 4 are considered pass grades The grade of 5 or Special Mention represents loans of lower quality and is considered criticized The grades of 6 or Substandard and 7 or Doubtful refer to assets that are classified The use and application of these grades by the bank will be uniform and shall conform to the banks policy

Pass (1) loans are of superior quality with excellent credit strength and repayment ability providing a nominal credit risk

Pass (2) loans are of above average credit strength and repayment ability providing only a minimal credit risk

Pass (3) loans of reasonable credit strength and repayment ability providing an average credit risk due to one or more underlying weaknesses

Pass (4) loans of the lowest acceptable credit strength and weakened repayment ability providing a cautionary credit risk due to one or more underlying weaknesses New borrowers are typically not underwrillen witl1in this classification

Special Mention (5) assets have potential weaknesses that deserve managements close attention If left uncorrected these potential weaknesses may result in deterioration of the repayment prospects for the asset or in the institutions credit position at some future date Special mention assets are not adversely classified and do not expose an institution to sufficient risk to warrant adverse classification Ordinarily special mention credits have characteristics which corrective management action would remedy

Substandard (6) loans are inadequately protected by the current sound worth and paying capacity of the obligor or of the collateral pledged if any Loans so classified must have a well-defined weakness or weaknesses that jeopardize the liquidation of the debt They are characterized by the distinct possibility that the Bank will sustain some loss if the deficiencies are not corrected

Doubtful (7) loans classified as doubtful have all the weaknesses inherent in those classified Substandard with the added characteristic that the weaknesses make collection or liquidation in full on the basis of current known facts conditions and values highly questionable and improbable

Risk characteristics applicable to each segment of the loan portfolio are described as follows

Residential 1 -4 Family The residential i -4 family real estate are generally secured by owner-occupied i -4 family residences Repayment of these loans is primarily dependent on the personal income and credit rating of the borrowers Credit risk in these loans can be impacted by economic conditions within the Banks market areas that might impact either property values or a borrowers personal income Risk is mitigated by the fact that the loans are of smaller individual amounts and spread over a large number of borrowers

Non-residential Real Estate Non-residential real estate loans typically involve larger principal amounts and repayment of these loans is generally dependent on the successful operations of the property securing the loan or the business conducted on the property securing the loan These loans are viewed primarily as cash flow loans and secondarily as loans secured by real estate Credit risk in these loans may be impacted by the creditworthiness of a borrower property values and the local economies in the Banks market areas

Construction and Land Development Real Estate Conshystruction and land development real estate loans are usually based upon estimates of costs and estimated value of the completed project and include independent appraisal reviews and a financial analysis of the developers and property owners Sources of repayment of these loans may include permanent loans sales of developed property or an interim loan commitment from the Bank until permanent financing is obtained These loans are considered to be higher risk than other real estate loans due to their ultimate repayment being sensitive to interest rate changes general economic conditions and the availability of long-term financing Credit risk in these loans may be impacted by the creditworthiness of a borrower property values and the local economies in the Banks market areas

Commercial The commercial portfolio includes loans to commercial customers for use in financing working capital needs equipment purchases and expansions The loans in this category are repaid primarily from the cash flow of a borrowers principal business operation Credit risk in these loans is driven by creditworthiness of a borrower and the economic conditions that impact the cash flow stability from business operations

Loans to individuals The consumer loan portfolio consists of various term and line of credit loans such as automobile loans and loans for other personal purposes Repayment for these types of loans will come from a borrowers income sources that are typically independent of the loan purpose Credit risk is driven by consumer economic factors (such as unemployment and general economic conditions in the Banks market area) and the creditworthiness of a borrower

Agricultural Production and Farmland Loans Agricultural production loans are generally comprised of seasonal operating lines to cash grain farmers to plant and harvest corn and soybeans and term loans to fund the purchase of equipment Farmland loans are primarily comprised of loans for the purchase of farmland Specific underwriting standards have been established for agricultural-related loans including the establishment of projections for each operating year base on industry developed estimates of farm input costs an expected commodity yields and prices Operating lines are typically written for one year and secured by the crop Loan-to-value ratios on Joans secured by farmland generally do not exceed 65 and have amortization periods limited to twenty-five years Federal government-assistance lending programs through the Farm Service Agency are used to mitigate the level of credit risk when deemed appropriate

Notes to Consolidated Financial Statements

The following table presents the credit risk profile of the Banks loan portfolio based on internal rating category and payment activity as of December 31 2014 and 2013 (Dollars in thousands)

Non Residential Residential Agricultural Loans-to

Construction Farmland Real Estate Real Estate Production Commercial Individuals Other

20 1 4 Loan Class Pass $ 1 1 274 $ 20488 $ 1 0941 2 $ 1 35059 $ 1 2530 $ 45386 $ 57280 $ 5738 Special mention 1 261 Substandard 2925 5879 1 1 79 554 Doubtful Total $ 1 4 1 99 $ 20488 $ 1 15291 $ 1 37499 $ 1 2530 $ 45940 $ 57280 $ 5738

201 3 Loan Class Pass $ 1 6327 $ 1 6505 $ 98646 $ 1 29428 $ 1 2 1 28 $ 38282 $ 42883 $ 6206 Special mention 892 5667 448 840 2503 Substandard 3471 560 5 138 488 Doubtful Total $ 1 9798 $ 1 7397 $ 1 04873 $ 1 3501 4 $ 1 2968 $ 41 273 $ 42883 $ 6206

The Bank evaluates the loan risk grading system definitions and allowance for loan loss methodology on an ongoing basis No significant changes were made to either during the past year

The accrual of interest on loans is discontinued at the time the loan is 90 days past due unless the credit is well-secured and in process of collection Past due status is based on contractual terms of the loan In all cases loans are placed on non-accrual or charged-off at the earlier date if collection of principal and interest is considered doubtful

All interest accrued but not collected for loans that are placed on non-accrual or charged-off is reversed against interest income The interest on these loans is accounted for on the cash-basis or cost-recovery method until qualifying for return to accrual Loans are returned to accrual status when all principal and interest amounts contractually due are brought current and future payments are reasonably assured

Notes to Consolidated Financial Statements

The following tables present the Corporation s loan portfolio aging analysis at December 31 (Dollars in thousands)

Non Residential Residential Agricultural Loans to

Construction Farmland Real Estate Real Estate Production Commercial Individuals Other Total

201 4 30-89 days past due $ $ $ 1 92 $ $ $ $ 707 $ 23 $ 922 90 days or greater

past due or nonaccrual 1 68 6327 551 92 2 7 140 Total past due and

nonaccrual 360 6327 551 799 25 8062 Current loans 1 4 1 99 20488 1 1 4931 1 31 1 72 1 2530 45389 56481 57 13 400903

Total loans receivable 1 4 1 99 20488 1 1 5291 1 37499 1 2530 45940 57280 5738 408965

Total loans 90 days or greater and accruing $ $ $ $ 571 1 $ $ $ 92 $ 2 $ 5805

2013 30-89 days past due $ $ $ 312 $ 57 $ $ $ 529 $ 28 $ 926 90 days or greater

past due or nonaccrual 770 4791 347 75 5983

Total past due and nonaccrual 1 082 4848 347 604 28 6909

Current loans 1 9798 1 7397 1 03791 1 301 66 1 2968 40926 42279 6 178 373503

Total loans receivable 1 9798 1 7397 1 04873 1 3501 4 1 2968 41273 42883 6206 38041 2

Total loans 90 days or greater and accruing $ $ $ 209 $ 3683 $ $ $ 75 $ $ 3977

A loan is considered impaired in accordance with the impairment accounting guidance (ASC 31 0-1 0-35-1 6) when based on current information and events it is probably the Corporation will be unable to collect all amounts due from the borrower in accordance with the contractual terms of the loan Impaired loans include non-performing commercial loans but also include loans modified in troubled debt restructurings where concessions have been granted to borrowers experiencing financial difficulties These concessions could include a reduction in the interest rate on the loan payment extensions forgiveness of principal forbearance or other actions intended to maximize collection

Included in certain loan categories in the impaired loans are troubled debt restructurings that were classified as impaired At December 31 201 4 and 201 3 the Corporation had $895 and $907 thousand respectively of commercial and non-residential real estate loans $76 and $76 thousand respectively in residential loans and $1 and $5 thousand respectively in consumer loans that were modified in troubled debt restructurings and impaired and that were performing in accordance with their modified terms

When economic concessions have been granted to borrowers who have experienced financial difficulties the loan is considered a troubled debt restructuring These concessions typically result from our loss mitigation activities and could include reductions in the interest rate payment extensions forgiveness of principal forbearance or other actions Troubled debt restructurings are considered impaired at the time of restructuring and typically are returned to accrual status after considering the borrowers sustained repayment performance as agreed for a reasonable period of at least six months or once the granted concessions have ended or are no longer applicable

As of December 31 201 4 and 201 3 the Bank had troubled debt restructurings all modification of payment terms with a recorded balance at original cost of $895 and $907 thousand respectively and consists of four commercial and non-residential real estate loans for both years which are all performing in accordance with the modified terms of the loan All four loans were added as troubled debt restructuring during the fourth quarter of 201 3 There was no difference between pre-modification and post-modification balances As of December 31 201 4 and 2013 the loans totaling $895 and $907 thousand respectively are on non-accrual and considered impaired by the Bank Based on the fair value of the collateral specific reserves required on the loans totaled $108 and $98 thousand as of December 31 201 4 and 2013 respectively During the years ended December 31 201 4 and 2013 there were no defaults of loans that had been modified as a troubled debt restructuring in the 1 2 month period prior to default

Notes to Consolidated Financial Statements I l l Loans cont

The following tables present the impaired loan balances (loans on non-accrual status) at December 31 (Dollars in thousands)

Non Residential Residential

Real Real Agricultural Loans to

Construction Farmland Estate Estate Production Commercial Individuals Other

20 1 4 Loans with out a specific

valuation al lowance Recorded balance $ $ $ 92 $ $ $ 487 $ $ Unpaid principal balance 92 487 Specific allowance Average investment in

impaired loans 278 4 1 99 1 02

Loans with a specific valuation al lowance

Recorded balance $ $ $ 76 $ 61 6 $ 63 Unpaid principal balance 76 61 6 63 Specific allowance 66 1 08 31 Average investment in

impaired loans 369 1 1 48 694

Total loans receivab l e Total Recorded balance $ $ $ 1 68 $ 61 6 $ $ 551 $ $ $ 1 335 Unpaid principal balance $ $ $ 1 68 $ 61 6 $ $ 551 $ $ $ 1 335 Specific allowance $ $ $ 66 $ 1 08 $ $ 31 $ $ $ 205 Average investment in

impaired Joans $ $ $ 648 $ 5346 $ $ 796 $ $ $ 6790

2013 Loans without a specific

valuation al lowance Recorded balance $ $ $ 299 $ 1 098 $ $ $ $ Unpaid principal balance 299 1 098 Specific allowance Average investment in

impaired loans 4037 280 5226 1 7 12

Loans with a specific valuation al lowance

Recorded balance $ $ $ 261 $ $ 347 Unpaid principal balance 261 347 Specific allowance 1 1 2 1 07 Average investment in

impaired loans 306 8201 530

Total loans receiva ble Total

Recorded balance $ $ $ 560 $ 1 098 $ $ 347 $ $ $ 2005 Unpaid principal balance $ $ $ 560 $ 1 098 $ $ 347 $ $ $ 2005 Specific allowance $ $ $ 1 1 2 $ $ $ 1 07 $ $ $ 219 Average investment in

impaired Joans $ 4037 $ $ 586 $1 3427 $ $ 2242 $ $ $ 20292

There was no Interest income recognized on a cash basis or accrual basis for 2014 or 2013 on impaired loans

Notes to Consolidated Financial Statements

Ill Loans cont

The following tables present the balance in the allowance for loan losses and the recorded investment in loans based on portfolio segment and impairment methods at December 31 (Dollars in thousands)

Non Residential Residential Agricultural Loans to Other

Construction Farmland Real Estate Real Estate Production Commercial Individuals Loans Unallocated Total

20 1 4 Allowance for loan losses Balance beginning of year $ 473 $ i 9 $ 700 $ i 32i $ i 4 $ 56i $ i 22 $ 30 $ - $ 3241 Provision charged to

expense (289) 68 762 (27) 2i (96) 699 2 i 2 i 351 Losses charged off (324) (i 79) (7i) (270) (i32) (971 Recoveries 34 49 i 3 i 8 i 55 23 29 Balance end of year $ 2i8 $ 87 $ i i 87 $ i i 28 $ 35 $ 4i 2 $ 706 $ i 33 $ - $ 3901

Ending balance individually evaluated for impairment $ $ $ 66 $ i 08 $ $ 3i $ $ $ - $ 20[

Ending balance collectively evaluated for impairment $ 2i 8 $ 87 $ i i 21 $ 1 020 $ 35 $ 381 $ 706 $ 1 33 $ - $ 370

Loans Ending balance $ 1 4 1 99 $20488 $1 1 5291 $ 1 37499 $ 1 2530 $45940 $ 57280 $ 5738 $ - $ 40896 Ending balance individually

evaluated for impairment $ $ $ i 68 $ 61 6 $ $ 551 $ $ $ - $ 1 33 Ending balance collectively

evaluated for impairment $14 i 99 $20488 $1 1 5 1 23 $ 1 36883 $ 1 2530 $45389 $57280 $ 5738 $ - $ 40763(

2013 Allowance for loan losses Balance beginning of year $ 243 $ 23 $ 848 $ 2040 $ 1 7 $ 456 $ 285 $ 7 $ 52 $ 397 Provision charged to

expense 230 (4) 378 1 077 (3) 630 (1 50) 1 37 (52) 224 Losses charged off (543) (i 830) (538) (203) (1 4 i ) (325t Recoveries 1 7 34 1 3 1 90 27 28

Balance end of year $ 473 $ 1 9 $ 700 $ i 32i $ i 4 $ 56i $ i 22 $ 30 $ - $ 324(

Ending balance individually evaluated for impairment $ $ $ 1 1 2 $ $ $ i 07 $ $ $ - $ 2if

Ending balance collectively evaluated for impairment $ 473 $ i 9 $ 588 $ 1 32i $ i 4 $ 454 $ i 22 $ 30 $ - $ 302middot

Loans Ending balance $i 9798 $1 7397 $i 04873 $ i 35014 $ 1 2968 $41 273 $ 42883 $ 6206 $ - $ 38041 Ending balance individually

evaluated for impairment $ $ $ 560 $ i 098 $ $ 347 $ $ $ - $ 200( Ending balance collectively

evaluated for impairment $i 9798 $ i 7397 $i 0431 3 $ i 339i 6 $ 1 2968 $40926 $42883 $ 6206 $ - $ 37840i

Notes to Consolidated Financial Statements

I I I Loans cont

Managements opinion as to the ultimate collectability of loans is subject to estimates regarding future cash flows from operations and the value of property real and personal pledged as collateral These estimates are affected by changing economic conditions and the economic prospects of borrowers

Allowance for Loan Losses The allowance for loan and lease losses (allowance) represents managements estimate of the reserve necessary to adequately account for probable losses that could ultimately be realized from current loan exposures In determining the adequacy of the allowshyance management relies predominately on a disciplined credit review and approval process The review process is directed by overall lending policy and is intended to identify at the earliest possible stage borrowers who might be facing financial difficulty

Loans for which it is probable that the Bank will not collect all principal and interest due according to the contractual terms are identishyfied as impaired The impairment for each applicable loan is quantified and specific loss exposures are allocated within the allowance Loans that are in non accrual status are generally considered impaired

A detailed analysis is performed on each loan that is not impaired but poses sufficient risk to warrant in-depth review These are loans that have been classified as substandard or are on the Banks internal watch list Due to the elevated risk inherent in these Joans management has determined that it is appropriate to quantify the potential loss within the pool of classified loans by estimating each loans collateral shortfall These collateral shortfall estimates are incorporated in the determination of the adequacy of the allowance

In estimating the risk of loss in the remaining portion of the loan portfolio identified as non-classified management establishes base Joss estimations which are derived from the historical Joss experience over the past three calendar years These base loss estimations are then adjusted after consideration ofnine different qualitative factors

Notes to Consolidated Financial Statements

IV Loan Servicing

Real estate loans serviced for others are not included in the accompanying consolidated balance sheets The risks inherent in mortgage servicing assets relate primarily to changes in prepayments that result from shifts in mortgage interest rates The unpaid principal balances of mortgage loans serviced for others was $3528 million and $3567 million at December 31 201 4 and 201 3 respectively The fair value of mortgage servicing rights at December 31 201 4 and 201 3 was approximately $31 million and $33 million respectively The fair value of servicing rights was determined using discount rates ranging from 950 to 1 000 percent and prepayment speeds principally ranging from 903 to 1 1 20 percent depending on the stratification of the specific right

The Corporation changed its method of amortizing mortgage servicing rights during 201 3 from the straight-line amortization method to a methodology based on anticipated prepayment assumptions Amortization expense for 2013 would have been $1 068 thousand if the straight-line method was used

Custodial escrow balances maintained in connection with the foregoing loan servicing and included in demand deposits were $37 million and $4 1 million at December 31 201 4 and 201 3 respectively

Following is a summary of the mortgage servicing rights capitalized and amortized (Dollars in thousands)

20 1 4 2013 2012

Balance beginning of year $ 2524 $ 21 83 $ 1 876 Mortgage servicing rights capitalized 331 847 1 31 9 Mortgage servicing rights amortized (408) 506) (1 01 2) Recorded balance end of year $ 2447 $ 2524 $ 21 83

Fair value end of year $ 31 38 $ 3273 $ 21 83

Notes to Consolidated Financial Statements

V Land Premises and Equipment

A summary of land premises and equipment by asset classification at December 31 is as follows (Dollars in thousands)

20 1 4 2013

Land $ 7895 $ 7895 Premises 1 7 697 1 8297 Furniture fixtures and equipment 7867 791 7 Vehicles 1 1 0 1 1 0

33569 34219 Accumulated depreciation (1 241 2) (1 2281) Land premises and equipment net $ 21 1 57 $ 21 938

Depreciation expense for the years ended December 31 201 4 201 3 and 201 2 was $1 4 million $1 4 million and $1 i million respectively Leasehold improvements are capitalized and depreciated using the straight-line method over the terms of the respective leases or the estimated useful lives of the improvements whichever is shorter Expected terms include lease option periods to the extent that the exercise of such options is reasonably assured

Pursuant to the terms of noncancelable lease agreements in effect at December 31 2014 pertwning to banking premises and equipment future minimum rent commitments under various operating leases are as follows for years ended December 31 (Dollars in thousands)

2015 2016 2017 201 8 2019 Thereafter Total

$ 303 $ 306 $ 1 91 $ 79 $ 79 $ 298 $ i 257

The leases contain options to extend for periods from five to 50 years The cost of exercising such options is not included above Total rent expense for the years ended December 31 201 4 201 3 and 201 2 amounted to approximately $336 $334 and $426 thousand respectively

Notes to Consolidated Financial Statements

VI Deposits

Time deposits greater than or equal to $100 thousand were $653 million and $723 million at December 31 201 4 and 201 3 respectively Interest expense on these deposits was $08 million $1 1 million and $1 4 million in 201 4 201 3 and 201 2 respectively

At December 31 2014 the scheduled maturities of time deposits are as follows (Dollars in thousands

2015 201 6 201 7 2018 2019 Total

$ 66577 $ 26867 $ 32074 $ 1 4084 $ 1 1 81 0 $ 1 51 41 2

Interest-bearing deposits at December 31 consist of the following (Dollars in thousands)

20 1 4

201 3

NOW and Money Market

$ 229355

$ 225263

Savings

$ 55301

$ 53326

Time $100000 and over

$ 65267

$ 72339

Time Other

$ 86145

$ 93065

Total

$ 436068

$ 443993

The aggregate amount of deposit overdrafts included in loans at December 31 201 4 and 201 3 was $244 and $1 91 thousand respectively

VII Borrowings

The Bank has the ability to borrow from the Federal Home Loan Bank with borrowings collateralized by first mortgage loans mulshytifamily and farmland loans under a blanket lien agreement in the amount of approximately $60 million Based on this collateral and the Banks holdings of FHLB stock the Bank is eligible to borrow up to approximately $38 million at year-end 201 4

During 201 2 and in conjunction with the purchase of 392663 treasury shares of stock the Corporation borrowed $6 million from a correspondent bank pursuant to a newly established line of credit The borrowings bear an interest rate equal to the lenders prime rate with a minimum rate of 325 At December 31 201 4 the rate was 325 and the balance outstanding was $36 million The Corporation was required to make quarterly interest-only payments on this line of credit through December 31 201 3 after which in addition to quarterly interest payments the Corporation must make equal annual principal payments of $1 2 million through December 31 201 7 when the line of credit matures There is no prepayment penalty associated with the borrowing should the Corporation decide to repay the debt prior to maturity

As of December 31 201 4 the Bank was not in compliance with one of the note covenants relating to annual return on assets The note contains certain covenants including financial covenants for the Bank which must be met at all times Should the Corporation or the Bank be found not compliant with them during the term of the note there are remedies the issuing financial institution shall have the right to enforce including that the note could become immediately due and payable The issuing financial institution has approved the noncompliance for the fourth quarter ended December 31 201 4

Notes to Consolidated Financial Statements

VI II I n come Taxes

Income taxes reflected in the consolidated statements of operations consist of the following (Dollars in thousands)

20 1 4 2013 Current payable

Federal $ 30 $ 96 State 80

Deferred tax benefit 60 1 96 Income tax expense $ 90 $ 372

The Corporations income tax expense beneflt) differed from the federal statutory rate of 34 as indicated in the following analysis

(Dollars in thousands)

20 1 4 2013

Tax based on statutory rate $ 388 $ 458 State taxes net of federal tax benefit (1 06) 53 Effect of tax-exempt income (31 0) (276) Other net 1 1 8 1 37 Income tax expense $ 90 $ 372

The Corporation has the following deferred tax assets and liabilities at December 31 (Dollars in thousands)

Deferred tax assets Deferred tax liabilities

Net deferred tax assets

20 1 4

$ 31 07 (2782)

$ 325

2013

$ 2982 (2637)

$ 345

2012

$ 1 234 727 (68)

$ 1 893

2012

$ 1 875 390 (31 4)

(58) $ 1 893

The components of deferred income taxes were principally related to the allowance for loan losses other real estate owned write-downs differences in amortization of core deposit intangible assets depreciation and mortgage servicing rights Deferred tax liabilities related to unrealized losses and gains on securities available for sale are $260 and $296 thousand at December 31 201 4 and 201 3 respectively

The Corporation files income tax returns in the US federal jurisdiction and the State of Illinois The Corporation is no longer subject to US federal or state income tax examination by tax authorities for years before 201 1

Notes to Consolidated Financial Statements

IX Employee Benefits

Substantially all employees are covered by a profit sharing plan The contribution determined in accordance with the provisions of the plan was $i 72 thousand $i 23 thousand and $207 thousand in 20i 4 20i 3 and 20i 2 respectively

Under the Corporations Employee Stock Option Plan the Corporation may grant options to its key employees for up to 1 00000 shares of common stock The exercise price of each option equals the market price of the Corporations stock on the date of grant and the options maximum term is ten years The vesting period is three years from the date of grant GAAP provisions require that compensation cost relating to share-based payment transactions be recognized in the financial statements with measurement based upon the fair value of the equity or liability instruments issued For the year ended December 3i 20i 2 the Corporation recognized $i i 3 thousand in compensation expense for stock options For the year ended December 3i 20i 3 the Corporation recognized $97 thousand in compensation expense for stock options For the year ended December 3i 20i 4 the Corporation recognized no compensation expense for stock options

The activity in the plan is summarized as follows

Outstanding at beginning of year Granted Exercised Forfeitedexpired Outstanding at end of year

Options exercisable at year-end

Non-vested options beginning of year Granted Vested Forfeitedexpired Non-vested options at year end

Shares

85998

(i 000)

84998

84998

20 1 4

Weighted Weighted Average Average

Exercise Price Contractual Term

$ 4762

3200

$ 4748

$ 4748

2 0 1 4

Number of Shares

8333

(8333)

(in years)

35

35

Weighted Average

Grant Date Fair Value

$ 3200

3200

$

2013

Weighted Weighted Shares Average Average

Exercise Price Contractual Term (in years)

88998 $ 4709

(667) 3200 (2333) 3747

85998 $ 4762 48

77665 $ 4929 4i

2013

Weighted

Number of Average

Grant Date Shares Fair Val u e

i 9333 $ 3200

(i 1 000) 3200

8333 $ 3200

The fair value of each option is estimated using Black-Scholes option-pricing model which requires the use of subjective valuation assumptions The expected volatility is based on historical volatility of the Corporations stock price The risk-free interest rates for periods within the contractual life of the awards are based on the US Treasury yield curve in effect at the time of the grant The expected life is based on historical exercise experience The dividend yield assumption is based on the Corporations history and expectation of dividend payouts There were no options granted in 20i 3 or 20i 4

At December Si 20i 4 there was no unrecognized cost related to non-vested stock options granted under the Employee Stock Option Plan

Notes to Consolidated Financial Statements

IX Emp loyee Benefits cont

The following table summarizes restricted stock activity

20 1 4 2013

Weighted Average Weighted Average Number of Grant Date Number of Grant Date

Shares Fair Value Shares Fair Value

Balance beginning of year 8959 $ 4000 $ Granted 8959 4000 Forfeited (888) 4000 Earned and issued (2250) 4000 Balance end of period 5821 $ 4000 8959 $ 4000

The fair value of the restricted stock awards is amortized to compensation expense over the vesting period (forty months) and is based on the market price of the Corporations common stock at the date of grant multiplied by the number of shares granted that are expected to vest At the date of grant the par value of the shares granted was recorded in equity as a credit to common stock and a debit to paid-in capital The weighted-average grant date fair value of restricted stock granted during the year ended December 31 201 4 was $4000 per share or $358 thousand Stock-based compensation expense for restricted stock for the year ended December 31 201 3 was $90 thousand Stock-based compensation expense for restricted stock during the year ended December 31 201 4 was $1 29 thousand Unrecognized compensation expense for non-vested restricted stock awards was $139 thousand and is expected to be recognized over a weighted average period of 34 months

X Related Party Transactions

The Bank has entered into transactions with certain directors executive officers significant stockholders and their affiliates or associshyates (related parties) Such transactions were made in the ordinary course of business on substantially the same terms and conditions including interest rate and collateral as those prevailing at the same tirne for comparable transactions with other customers and did not in the opinion of management involve more than normal credit risk or present other unfavorable features

Annual loan activity consisted of the following (Dollars in thousands

20 1 4 2013

Beginning balance $ 1 1 29 $ 1 1 63 New Joansadvances 1 94 46 Repayments (245) (80) Ending balance $ 1 078 $ 1 1 29

Deposits from related parties held by the Bank at December 31 201 4 and 201 3 amounted to $32 million and $37 million respectively

middot middot

XI Commitments and Contingencies

In the normal course of business the Bank makes various commitments and incurs certain contingent liabilities that are not reflected in the accompanying consolidated financial statements The credit risk associated with loan commitments and standby letters of credit is essentially the same as that involved with extending Joans to customers and is subject to the Banks credit policies Collateral or other security is normally not obtained for these financial instruments prior to their use and many of the commitments are expected to expire without being used

The following commitments existed at December 31 (Dollars in thousands

20 1 4 2013

Commitments to extend credit Fixed $ 33441 $ 26551 Variable 25597 24400

Standby letters of credit $ 483 $ 21 1

Notes to Consolidated Financial Statements

XII Reg u l atory M atters

The Bank is required to maintain average reserve balances with the Federal Reserve Bank based upon deposit levels and other facshytors The amount of those reserve balances for the years ended December Si 20i 4 and 20i 3 was approximately $i 00 thousand

Dividends are paid by the Corporation from its funds which are mainly provided by dividends from the Bank However national banking regulations and capital guidelines limit the amount of dividends that may be paid by banks

Banks and bank holding companies are subject to regulatory capital requirements administered by federal banking agencies Capital adequacy guidelines and additionally for banks prompt corrective action regulations involve quantitative measures of assets liabilities and certain off-balance-sheet items calculated under regulatory accounting practices Capital amounts and classificashytions are also subject to qualitative judgements by regulators Failure to meet capital requirements can initiate regulatory action Prompt corrective action provisions are not applicable to bank holding companies Furthermore the Banks regulators could require adjustments to regulatory capital not reflected in the financial statements

Prompt corrective action regulations provide five classifications well capitalized adequately capitalized undercapitalized significantly undercapitalized and critically undercapitalized although these terms are not used to represent overall financial condition If undershycapitalized capital distributions are limited as is asset growth and expansion and capital restoration plans are required

At December 3i 20i 4 the most recent notification from the Banks and Corporations regulator categorized the Bank as well capitalshyized under the regulatory framework for prompt corrective action To be categorized as well capitalized an institution must maintain minimum total risk-based Tier i risk-based and Tier i leverage ratios as set forth in the following tables There are no conditions or events since the notification that management believes have changed the Banks category The Banks and the consolidated Corporations actual capital amounts and ratios at December Si are presented in the table

Actual and required capital amounts and ratios are presented below at year-end (Dollars in thousands)

Minimum Minimum To Be For Capital Well-Capitalized

Actual Adequacy Purposes Under Bank Regulatory Capital Requirements

Amount Ratio Amount Ratio Amount Ratio 20 1 4 Total capital to risk weighted assets

Consolidated $ 56026 i 249 $ 35885 800 NIA NIA Bank 58957 i S i5 S5867 800 $ 448S4 i 000

Tier i (core) capital to risk weighted assets Consolidated 52i 2i i i 62 i 7942 400 NIA NIA Bank 55052 i 228 i 79S2 400 26898 600

Tier i (core) capital to average assets Consolidated 52 1 21 809 25768 400 NIA NIA Bank 55052 855 25908 400 S2i 94 500

20i3 Total capital to risk weighted assets

Consolidated $ 54577 i 289 $ S5995 800 NIA NIA Bank 56952 1S53 SS675 800 $ 42093 1 000

Tier 1 (core) capital to risk weighted assets Consolidated 5i S37 1 2 1 3 1 5931 400 NIA NIA Bank 5371 2 1 276 i 6838 400 25256 600

Tier 1 (core) capital to average assets Consolidated 5i 3S7 804 25306 400 NIA NIA Bank 537i 2 842 25675 400 31 895 500

Notes to Consolidated Financial Statements

XII I Earnings Per Share

The factors used in the earnings per share computation are as follows (Dollars in thousands except per share data)

20 1 4 2013 2012

Income Weighted- Per Share Income Weighted- Per Share Income Weighted- Per Share Average Amount Average Amount Average Amount Shares Shares Shares

Basic earnings per share Net income $ 1 050 1 048g23 $ 1 00 $ 976 1 043765 $ 94 $ 3622 1 352929 $ 268 Effect of assumed exercise

of stock options and restricted stock awards 1 831 9786 NIA

Diluted earnings per share Net income $ 1 050 1 050754 $ 1 00 $ 976 1 053551 $ 93 $ 3622 1 352g2g $ 268

Options to purchase 68500 68500 and 88998 shares of common stock were outstanding at December 31 201 4 201 3 and 201 2 but were not included in the computation of diluted EPS because the options exercise price was greater than the average market price of the common shares for each period

Notes to Consolidated Financial Statements

XIV Fair Val u e Measurements

ASC Topic 820 Fair Value Measurements defines fair value as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market parshyticipants at the measurement date Topic 820 also specifies a fair value hierarchy which requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value The standard describes three levels of inputs that may be used to measure fair value

Level i Quoted prices in active markets for identical assets Level 2 Observable inputs other than Level i prices such

as quoted prices for similar assets quoted prices in markets that are not active or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities

Level 3 Unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets

Following is a description of the valuation methodologies and inputs used for assets and liabilities measured at fair value on a recurring basis and recognized in the accompanying balance sheets as well as the general classification of such assets and liabilities pursuant to the valuation hierarchy

Securities Available for Sale

Securities classified as available for sale are reported at fairvalue utilizing Level 2 inputs Except for equity securities unadjusted quoted prices in active markets for identical assets are utilized to determine fair value at the measurement date which are conshysidered Level i inputs For all other securities the Corporation obtains fair value measurements from an independent pricing sershyvice The fair value measurements consider observable data that may include dealer quotes market spreads cash flows the US Treasuryyield curve live trading levels trade execution data market consensus prepayment speeds credit information and the bonds terms and conditions among other things

Certain financial assets and financial liabilities are measured at fair value on a nonrecurring basis that is the instruments are not measured at fair value on an ongoing basis but are subject to fair value adjustments in certain circumstances (for example when there is evidence of impairment) At December 3i 20i 3 other real estate owned measured at fair value was $7 5 million using a combination of observable inputs including recent appraisshyals and unobservable inputs based on customized discounting criteria Due to the significance of the unobservable inputs all other real estate owned fair values have been classified as Level 3 Rnancial assets and financial liabilities excluding impaired Joans measured at fair value on a nonrecurring basis were not significant at December 31 201 4 and 2013

The following tables summarize financial assets measured at fair value at December 31 segregated by the level of the valuation inputs within the fair value hierarchy utilized to measure fair value (Dollars in thousands)

Level 1 Level 2 Level 3 Total 20 1 4 Inputs Inputs Inputs Fair Value Recurring

$ Equity securities $ 456 $ $ 456 Securities available for sale $ $ i 27768 $ $ 1 27768

Nonrecurring $ Impaired Joans $ $ 1 069 $ 1 069

other real estate owned $ $ $ 3375 $ 3375

201 3 Recurring

$ $ Equity securities $ 2405 $ 2405 Securities available for sale $ $ i 4706i $ $ 1 4706i

Nonrecurring $ Impaired loans $ $ 91 6 $ 9 1 6

Other real estate owned $ $ $ 832 $ 832

Notes to Consolidated Financial Statements

XI Fair Value of Financial Instruments

The canying amount and fair value of the Corporations other financial instruments at December 31 are set forth below (Dollars in thousands)

Financial assets Cash and cash equivalents Restricted stock -Loans held for sale Loans net Accrued interest receivable

Financial liabilities Deposits Other borrowings Accrued interest payable

Commitments to orginate loans

Letters of credit

Lines of credit

Forward sale commitments

Carrying Amount

$ 2671 5 1 647 2432

405059 3369

$ 548940 3600

52

2014 201 3

Fair Value Carrying Amount

$ 2671 5 $ 36838 1 647 1 494 2432 5902

405027 377172 3369 2820

$ 51 3334 $ 549645 3600 4800

52 66

Fair Value

$ 36838 1 494 5902

377166 2820

$ 502487 4800

66

Notes to Consolidated Financial Statements

XV Fair Val u e of Financial Instrum ents cont

Nonrecurring Measurements Following is a description of the valuation methodologies and inputs used for assets measured at fair value on a nonrecurring basis and recognized in the accompanying balance sheets as well as the general classification of such assets pursuant to the valuation hierarchy For assets classified within Level 3 of the fair value hierarchy the process used to develop the reported fair value is described below

Other Real Estate Owned Other real estate owned (OREO) is carried at fair value Jess estimated cost to sell when the real estate is acquired Estimated fair value of OREO is based on appraisals or evaluations OREO is classified within Level 3 of the fair value hierarchy

Appraisals of OREO are obtained when the real estate is acquired and subsequently as deemed necessary by the Banks manageshyment Appraisals are reviewed for accuracy and consistency by the Bank Appraisers are selected from the list of approved appraisers maintained by management

Collateral-dependent Impaired Loans Net of ALLL The estimated fair value of collateral-dependent impaired Joans is based on the appraised fair value of the collateral Jess estimated cost to sell Collateral-dependent impaired Joans are classified within Level 3 of the fair value hierarchy

The Bank considers the appraisal or evaluation as the starting point for determining fair value and then considers other factors and events in the environment that may affect the fair value Appraisals of the collateral underlying collateral-dependent Joans are obtained when the loan is determined to be collateral-dependent and subsequently as deemed necessary by the Banks management Appraisals are reviewed for accuracy and consistency by the Bank Appraisers are selected from the list of approved appraisers mainshytained by management The appraised values are reduced by discounts to consider lack of marketability and estimated cost to sell if repayment or satisfaction of the Joan is dependent on the sale of the collateral These discounts and estimates are developed by the credit department by comparison to historical results

Notes to Consolidated Financial Statements

XV Fair Val ue of Financial Instruments cont

Unobservable (Level 3) Inputs The following table presents quantitahve information about unobservable inputs used in recurring and nonrecurring Level s fair value measurements other than goodwill (Dollars in thousands)

Other real estate owned

middot Collateral-dependent impaired loans

Other real estate owned

Collateral-dependent impaired loans

Fair Value at 123 114

$ 3375

$ 1 069

Fair Value at 123113

$ 832

$ 91 6

Sensitivity of Significant U nobservable Inputs The following is a discussion of the sensitivity of significant unobshyservable inputs the interrelationships between those inputs and other unobservable inputs used in recurring fair value measureshyment and of how those inputs might magnify or mitigate the effect of changes in the unobservable inputs on the fair value measurement

The following follows the Fair value table The following methods were used to estimate the fair value of all other financial instruments recognized in the accompanying balshyance sheet at amounts other than fair value

Cash and Cash Equivalents The carrying amount approximates fair value

Loans Held For Sale The carrying amount approximates fair value due to the insigshynificant time between origination and date of sale The carrying amount is the amount funded and accrued interest

Loans

Fair value is estimated by discounting the future cash flows using the market rates at which similar notes would be made to borshyrowers with similar credit ratings and for the same remaining maturities The market rates used are based on current rates the Bank would impose for similar loans and reflect a market parshyticipant assumption about risks associated with nonperformance illiquidity and the structure and term of the loans along with local economic and market conditions

Restricted Stock Fair value is estimated at book value due to restrictions that limit the sale or transfer of such securities

Valuation Unobservable Range Technique Inputs (Weighted

Market comparable Comparability Average)

properties adjustments () Not available

Market comparable Marketability properties discount 1 0 - 1 5 (1 2)

Valuation U nobservable Range Technique Inputs (Weighted

Market comparable Comparability Average)

properties adjustments () Not available

Market comparable Marketability properties discount 1 0 - 1 5 (1 2)

Accrued Interest Receivable and Payable

The carrying amount approximates fair value The carrying amount is determined using the interest rate balance and last payment date

Deposits and Other Borrowings Fair value of term deposits is estimated by discounting the future cash flows using rates of similar deposits with similar maturities The market rates used were obtained from a knowledgeable independent third party and reviewed by the Corporation The rates were the average of current rates offered by local competishytors of the bank subsidiaries

The estimated fair value of demand NOW savings money marshyket deposits and other borrowings is the book value since rates are regularly adjusted to market rates and amounts are payable on demand at the reporting date

Commitments to Originate Loans Forward Sale Commitments Letters of Credit and Lines of Credit The fair value of commitments to originate loans is estimated using the fees currently charged to enter into similar agreements taking into account the remaining terms of the agreements and the present creditworthiness of the counterparties For fixedshyrate loan commitments fair value also considers the difference between current levels of interest rates and the committed rates

The fair value of commitments to sell securities is estimated based on current market prices for securities of similar terms and credit quality

The fair values of letters of credit and lines of credit are based on fees currently charged for similar agreements or on the estimated cost to terminate or otherwise settle the obligations with the counterparties at the reporting date

Notes to Consolidated Financial Statements

XVI Accumul ated Comprehensive Income (Loss)

The components of accumulated other comprehensive income loss) included in stockholders equity are as follows (Dollars in thousands)

Net unrealized gains (Joss) on available for sale securities Tax effect Net-of-tax amount

20 1 4

$ 766 (260)

$ 506

2013

$ (871) 296

$ (575)

Amounts reclassified from accumulated other comprehensive income and the affected line items in the statements of income during the years ended December 31 were as follows

Affected line item in 20 1 4 2013 2012 the statements of

income

Net realized gains of Unrealized gains on securities available for sale $ 368 $ 434 $ 2084 sales of available for-sale

securities

Tax effect (1 26) (i 48) (709) Income taxes Total reclassification out of accumulated other comprehensive income $ 242 $ 286 $ 1 375 Net reclassified

amount

XVII Goodwill and Acquired Intangible Assets

The Corporations goodwill and intangible assets are as follows There was no Impairment of goodwill or intangible assets in 2014 or 2013 (Dollars in thousands)

20 1 4 2013

Goodwill $ 3265 $ 3265 Core deposit intangibles $ 1 805 $ 1 805 Non-compete agreement 375 375 Intangible assets 21 80 2 180 Less accumulated amortization 2 180 2090

Total intangible assets $ $ 90

Aggregate amortization expense for years ended December 31 2014 201 3 and 201 2 was $90 $181 and $1 80 thousand respectively

XVI II Subsequent Events

Management evaluated subsequent events through February 27 201 5 the date the consolidated financial statements were available to be issued Events or transactions occurring after December 31 2014 but prior to February 27 2015 that provided additional evidence about conditions that existed at December 31 2014 have been recognized in the consolidated financial statements for the year ended December 31 2014 Events or transactions that provided evidence about conditions that did not exist at December 31 201 4 but arose before the consolidated financial statements were available to be issued have not been recognized in the consolidated financial statements for the year ended December 31 2014

This information is an Integral part of the accompanying consolidated financial statements

Independent Auditors Report

CPAs amp Advisors

Board of Directors

NI Bancshares Corporation

Sycamore Illinois

We have audited the accompanying consolidated financial statements of NI Bancshares Corporation which comprise

the consolidated balance sheets as of December 3 1 2014 and 2013 and the related consolidated statements of income

comprehensive income (loss) stockholders equity and cash flows for the years ended December 3 1 2014 2013 and 2012 and the related notes to the consolidated financial statements

Managements Responsibility for the Financial Statements

Management is responsible for the preparation and fair presentation of these consolidated financial statements in accordance

with accounting principles generally accepted in the United States of America this includes the design implementation and

maintenance of internal control relevant to the preparation and fair presentation of consolidated financial statements that are

free from material misstatement whether due to fraud or error

Auditors Responsibility

Our responsibility is to express an opinion on these consolidated financial statements based on our audits We conducted our

audits in accordance with auditing standards generally accepted in the United States of America Those standards require that

we plan and perform the audit to obtain reasonable assurance about whether the consolidated financial statements are free from material misstatement

An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the consolidated

financial statements The procedures selected depend on the auditors judgment including the assessment of the risks of material misstatement of the consolidated financial statements whether due to fraud or error In making those risk

assessments the auditor considers internal control relevant to the Corporations preparation and fair presentation of the

consolidated financial statements in order to design audit procedures that are appropriate in the circumstances but not for

the purpose of expressing an opinion on the effectiveness of the Corporations internal control Accordingly we express no

such opinion An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of

significant accounting estimates made by management as well as evaluating the overall presentation of the consolidated

financial statements

We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion

Opinion In our opinion the consolidated financial statements referred to above present fairly in all material respects the financial position of NI Bancshares Corporation as of December 3 1 2014 and 2013 and the results of its operations and cash flows

for the years ended December 3 1 2014 2013 and 2012 in accordance with accounting principles generally accepted in the United States of America

Decatur Illinois February 27 2015

PRESID ENT I CEO Michael A Cullen

BUSI NESS BANKING Charles C Kaiser Senior Vice President - Business Banking

Michael A Hawley Senior Vice President - Senior Commercial Loan Officer

Grant M Goltz Vice President - Commercial Loan Officer

Lucas G Goucher Vice President - Commercial Loan Officer

Nicholas D Lee Vlce President - Commercial Loan Officer

Robert W Mason Vice President - Commercial Loan Officer

Timothy J Meyer Vice President - Commercial Loan Officer

Sheela Prahlad Vice President - Commercial Loan Officer

CREDIT D EPARTMENT

Karen A Kuppler Senior Vice President - Chief Credit Officer

Gerald W Brantner Vice President - Senior Collector

CONSUM ER BANKING RESIDENTIAL LENDING ORIGINATION

Mark R ODell Vice President - Senior Retail Loan Officer

CONS U M ER BANKING Bradley V Brown Senior Vice President - Consumer Banking (Security Officer)

Terrence M Duffy Senior Vice President - Consumer Banking Division Manager

Ishmael M McGhee Vice President - Consumer Banking Division Manager

Frank P Turza Vice President - Consumer Banking Division Manager

Directory of NBamp T

TRUST D EPARTMENT R David Van Buren Senior Vice President - Trust amp Investments

Stephen J Colianni Vice President -Trust Investment Officer

Stephen G Corcoran Vice President - Employee Benefits Manager

Karen J Daleo Vice President - Trust Tax Manager amp Assistant Secretary

James J Dombek Vice President - Personal Trust Manager amp Secretary

Kathryn J Johnson Vice President -Trust Administrator

Thomas M Sullivan Vice President - Trust Administrator

Carolyn S Swafford Vice President - Trust Administrator

FAR M SERVIC E DEPARTM ENT Scott R Pumroy Vice President - Farm Service Department Manager

OPERATIONS D EPARTMENT

Michelle R Carlson Vice President - Operations

Hien Van Do Vice President - Core Banking Systems Administrator

ACCOUNTING DEPARTM ENT David N McCoy Senior Vice President - Chief Financial Officer

BRAND amp MARKETING Tami J Armstrong Vice President - Brand amp Marketing

H U MAN RESOU RCES Samantha J Dailey Vice President - Human Resources

AUDITING DEPARTMENT Sarah M Taylor Vice President - Internal Audit

EXHIBIT 2A

NI BANCSHARES CORPORATIONS ORGANIZATIONAL CHART

NI BANCSHARES CORPORATIO N

230 W STATE ST SYCAMORE IL 601 78

State of Incorporation = Delaware

1 00

THE NATIONAL BAN K amp TRUST COMPANY OF SYCAMORE

230 W STATE ST SYCAMOR_E IL 601 78

hsults A list of branches for your depostorv nstftution NATIONAL BANK amp TRUST COMPANY OF SYCAMOftE THE (ID_RSSO 534345)

This depository fnstltutlon fs held by NI BANCSHARES CORPORATION (1827893) of SYCAMORE IL

The data are as of 12312014 Data reflects Information that was received and procMsed through 01072JJ1S

Reconciliation and YerfCtton Steps

1 In the Data Action column of each brmch row enter one or more of the actions specifild hilow 2 If required enter the date In the Effective te column

Actions

OK If the branch Information Is COfTect enter OK in the Data Action column

Chan1e If the branch Information Is incorrlCt or Incomplete revrse the data enter Change In the Data Action column and the date when this lnformaUon first beame valid Jn the Etfedive Oatbull column

Cose If a branch llsted was sold or closed enter dose In the Data Action column and thl ule or closure date In the Effective Date column Delete If a branch listed was never owned by th(s depository Institution enter Delltl In thl Oatbull Action column

Add lfa reportable branch Is missing Insert a row add the branch data and enter Add in thl Data Action column and the opening or acquisition date In the Effective Date laquo)lumn

If printing this lrst you may need to adjust your page setup in MS Excel Try uslng landscape orientation p1ae scaling andor liegal sl1ed pa pier

Submission Procedure

When you a finiihed send a savied copy to your FRB contact See the det1iled lmtructions on this site for more Information

If vou are ie-malllng this to your FRB contAct put your Institution name dtyand state In thie subjtct line of the e-mail

Note To satisfy the FR YmiddotlO portln1 rirements you must also submit FR Ymiddot10 Oomes-tic Branch Schedules for each bninch with a Ot Attlon of nae Close Deletl or Add

The FR fmiddotlO rieport may be submitted in a hardcopy format or via the FR Y-10 Online application middot httpsylOonlinefederalreservegov

bull FDIC UNINUM Office Number and ID_RSSD columns are for reference only Verification of these values Is not required

- Effecdw Ote Branch Service Type Bnnch ID Rssobull Popular Name Street Address City NATIONAL BANK amp TRUST COMPANY Of

OK Fun servlCI (Head Offitt) 53045 SYCAMORE THE 230 WEST STATE STREET SYCAMORE

OK Full Service 3310232 2290 SYCAMORE ROAD OfFICE 2290 SYCAMORE ROAD DEKALB

OK Full lce 3735255 BANCO NBampT BRANCH 1029 PLEASANT STREET DEKALB

OK Fullservice 354132 NSampT SQUARE BRANCH 130 WEST LINCOLN HIGHWAY DEKAlB

OK Full Service 3735246 ELBURN BRANCH 930 NORTH MAJN STREET ELBURN

OK Full Service 3310241 GENOA BRANCH 601 PEARSON DRIVE GfNOA

OK Full service 2192507 200 NORTH MAIN STREET OfFICE 200 NORTH MAIN STREET UtANO

OK full Service 4394873 SANDWlCH BRANCH 321 E OIURCH STREET SANDWlCH

OK Fullice 2D8577S SERENA BRANCH US HIGHWAY 52 SOMONAUK ROAD SERENA

OK Full Service 2431457 1425 DEKAl8 AVENUE BRANCH 1425 DEKALB AVENUE SYCAMORE

St1te

IL

IL

IL

IL

IL

IL

IL

IL

IL

IL

Zip Code Countv

60178 DEKALB

60US DEKALB

60115 DEKALB

60U5 DEKALB

60119 KANE

60135 DEKALB

60531 IASAllE

60548 DEKALB

60549 LA SAUE

60178 DEKALB

Country FDIC UNINUMbull Office Numberbull Hbullad Office Head Office ID_RSSD Comments

NATIONAL BANK amp TRUST COMPANY Of

UNITED STATES 6414 0 SYCAMORE THE 534345 NATIONAL BANK amp TRUST COMPANY OF

UNITED STATES 221714 2 SYCAMORE THE 534345 NATIONAL BANK amp TRUST COMPANY Of

UNITpound0 STATES 475977 9 SYCAMORE THE 534345

NATIONAL BANK amp TRUST COMPANY OF

UNITED STATES 10484 5 SYCAMORE THE 534345 NATIONAL BANK amp TRUST COMPANY OF

UNITED SfATES 475976 8 SYCAMORE THE 534345

NATIONAL BANK amp TRUST COMPANY OF

UNITED STATES 424666 4 SYCAMORE THE 534345 NATIONAL BANK amp TRUST COMPANY OF

UNITED STATES 237859 7 SYCAMOftE THE 534345 NATIONAL BANK amp TRUST COMPANY Of

UNITED STAttS 530108 10 SYCAMORE THE 534345 NATIONAL BANK amp TRUST COMPANY Of

UNITED STATES 2318S8 6 SYCAMORE THE 534345 NATIONAL BANK amp TRUST COMPANY OF

UN ITED STATES 264332 1 SYCAMORE THE 534345

Re ort Item 3 Securities Holders

FR Y-6

NI Bancshares Corporation

Sycamore IL

Fiscal Year Ending December 3 1 201 4

Current Securities Holders with ownership control or holdings of 5 or more with power to vote as-of fiscal year end

Securities Holders not listed in 3(1 )(a) through (3)(1 )(c) that had

ownership control or holdings of 5 or more with power to vote

during the fiscal year

(1 )(a)

Name amp Address (City

State Country)

James W Dutton

Tulsa OK USA

Jane Danielson

Freeport ME USA

Anne Pick

St Paul MN USA

(1 )(b)

Country of

Citizenship or

Incorporation

USA

USA

USA

(1 )(c) Number and

Percentage of Each

Class of Voting

Securities

62324 shares 594

84563 shares 806

88480 shares 843

(2)(a) (2)(b)

Country of

Name amp Address Citizenship or

(City State Country) Incorporation

(2)(c) Number and

Percentage of Each

Class of Voting

Securities

FA Y--6

NI Bancshares Corporation Sycamore ll

Ascal Year Ending December 311 2014

(1) (2) (3)(bull) (3)(b) (3)(o) (4)(bull) (4)(b) (4)(o) Percentage of List names of other companies

Percentage of Voting Securities Includeamp partnerships) If 25 or more Voting Securities ln Subsidiaries of voting securftles are held (list

Names amp Address Principal Occupation II other than Title amp Position with Title amp Position with Subsidiaries Title amp Position with Other Businesses Jn Holding (Include names names ol companies and percentage of

(City State Country) with Holding Company Holding Company (Include names of subsidiaries) (Include names ol other businesses) Company of subsidiaries) voting securltles held)

Michael A Cullen NIA Director President amp CEO Director President amp CEO NIA 018 None NIA Sycamore IL USA The National Bank amp Trust

Company of Sycamore

Richard N Anderson President - Anderson Director Director President 159 None Anderson Funeral Home Ltd (100) DeKalb JL USA Funeral Home Ltd The Natrona[ Bank amp Trust Anderson Funeral Home Ltd

Company of Sycamore

John H Boles NIA Director Retired Trust Officer NIA 149 None NIA Sycamore IL USA The National Bank amp Trust

Company of Sycamore

Evelina J Cichy Retired Vice President of Instruction Director Director NA 015 None NIA DeKalb IL USA Klshwaukee College The Natrona Bank amp Trust

Company of Sycamore

James W Dutton CFO Macrosolva lnc Chairman of the Board Chairman of the Board CFO Macrosolve lnc 594 None NIA Tulsa OK USA The Natonal Bank amp Trust

Company of Sycamore

Robert B Johnson Partner - Johnson Farms Director Director Partner 063 None Johnson Farms (40) DeKalb IL USA The National Bank amp Trust Johnson Farms

Company of Sycamore

Robert C Johnson NIA Director Director NIA 034 None NIA DeKalb IL USA The National Bank amp Trust

Company of Sycamore

Kevin P Poorten President amp CEO - Kish Health Syse Director Director NA 005 None NIA DeKalb IL USA The National Bank amp Trust

Company of Sycamore

Douglas C Roberts Private Investor Director Director PresidentmiddotZea mays Holdings LLC 382 None Zea mays Holdngs LLC (100) Sycamore IL USA The National Bank amp Trust

Company of Sycamore

Tmothy P Suter President amp CEO - Suter Company Director Director NA 002 None NIA Sycamore IL USA The Natlonal Bank amp Trust

Company of Sycamore

Report lem 4 Insiders -PAGE 2 of 2

Tami Armstrong NIA NIA VP Brand amp Marketng NIA 0005 None NIA Sycamore IL USA The Natonal Bank amp Trust

Company of Sycamore

Bradley V Brown NIA NIA SVP Consumer Banking NIA 0004 None NIA DeKalb IL USA The Natlonal Bank amp Trust

Company of Sy9amore

Michelle Carlson NIA NIA VP Operallons NIA 0004 None NIA SuQar Grove IL USA The National Bank amp Trust

Company of Sycamore

Sa_111antha J Dalley NIA NIA VP Human Resources NIA 0003 None NIA Sycamore IL USA The National Bank amp Trust

Company of Sycamore

James Dombek NIA NIA VP Personal Trust Manager NIA 0002 None NIA Sycamore IL USA The National Bank amp Trust

Company of Sycamore

Michael Hawley Geneva IL USA NIA NIA Sr VP Sr Commercial Loan Officer NIA 0005 None NIA

The Natfonal Bank amp Trust Company of Sycamore

Charles C Kaiser NIA NIA Sr VP Senior Lending Officer NIA 0007 None NIA Sycamore IL USA The National Bank amp Trust

Company of Sycamore

Karen Kupper NIA NIA SVP Chief Credit Offcer NIA 0003 None NIA Hinkley IL USA The Natonal Bank amp Trust

Company of Sycamore

Davld N McCoy NIA Treasurer SVP Chief Flnanclitl Officer NIA 0006 None NIA South Elgin IL USA The Natlonal Bank amp Trust

Company of Sycamore

Mark ODell NIA NIA VP Sr Residentlal loan Officer NIA 0000 None NIA Aurora IL USA The National Bank amp Trust

Company of Sycamore

A David VanBuren NIA NIA SVP Trust amp Investments NIA 0005 None NIA Sycamore IL USA The National Bank amp Trust

Company of Sycamore

  • FR Y-6 Cover Page
  • Report Item 1 Annual Report to Shareholders
  • Report Item 2a Organization Chart
  • Report Item 2b Domestic Branch Listing
  • Report Item 3 Securities Holders
  • Report Item 4 Insiders
Page 6: Annual Report of Holding Companies-FR Y-6/media/others/banking/...consistent and deliberate in implementing our strategic initiatives. In addition to our loan growth, our trust assets

Board of Directors

Richard N Anderson

President Anderson Funeral Home Ltd

John H Boies

Retired Trust Officer NBampT

Evelina J Cichy

Retired Vice President of Instruction Kishwaukee College

Michael A Cullen

President CEO NBampT

James W Dutton

Chairman of the Board NI Bancshares Corporation

Robert B Johnson

Partner Johnson Farms

Robert C Johnson

Former Chairman of the Board NBampT

Kevin P Poorten

President and CEO KishHealth System

Douglas C Roberts

Private Investor

Timothy P Suter

President and CEO The Suter Company Inc

NI Bancshares Corporation Officers

James W Dutton Chairman of the Board Michael A Cullen President CEO R David Van Buren Secretary David N McCoy Treasurer

To our Stockholders

We are pleased to present you with the 201 4 financial results for NI Bancshares Corporation and our subsidiary The National Bank amp Trust Company of Sycamore (NBampT) We continue to make sure and steady progress within an industry that is still challenged by the economy and the increased scrutiny within the regulatory environment

NBampT continues to be the market share leader in DeKalb County for deposits trust assets under management and mortgage loans originated Our strategic sales and growth initiatives are solid and the resultant increase in relationships is encouraging We continue to solidify our balance sheet from a quality perspective while actively positioning our assets and liabilities for an eventual increase in the economys interest rates The timing of interest rate hikes is unknown but we firmly believe that the propensity for rates to climb is greater than rates falling lower It is important that we operate within our risk tolerances and not take on additional risks for the sake of short term earnings

We are pleased that loans and loans held for sale increased over 6 to $407 million at the end of 201 4 We are increasing loans during a period when other banks are not while still maintaining our asset quality This is the result of our lending tearn being consistent and deliberate in implementing our strategic initiatives

In addition to our loan growth our trust assets under management grew by over $37 million and ended the year at over $700 million This is another record setting year for our Trust and Wealth Management Group The team of trust professionals is experienced and efficient while at the same time providing exceptional customer service to our clients

While earnings were up only slightly we continue to make progress in our core banking business Our Net Interest Income after provision for loan losses ended the year at $1 7 1 million which is up from $1 46 million for 2013 A negative impact to earnings was the effect the industry felt from the increase in rates on mortgage loans While we continue to be the leader in DeKalb County for mortgage loans our income from this line of business was down over $1 million year over year Another drag on earnings continues to be the costs associated from Other Real Estate Owned (OREO) as it relates to valuation write downs and carrying costs

The Bank continues to have a strong capital position which has allowed us to keep consistent with our dividend payments While there remain challenges from the regulatory environment and non-traditional competitors we are confident that we will continue to provide value for our shareholders and meet the needs of the communities we serve

This past year Chuck Sauber Bob Wildenradt and Dave Juday retired from the board of directors These directors served on the bank board for 23 years 21 years and 1 8 years respectively These directors were strong contributors from the day they walked in until the day they retired Their many contributions are appreciated and we wish them well in their new endeavors We also welcome two new directors Kevin Poorten CEO of KishHealth System and Tim Suter President and CEO of The Suter Company have joined the board and have made an immediate impact Their knowledge of the community and their business acumen will add to the strength of our already strong board of directors

Finally it is with a heavy heart that we say good bye to one of our directors who passed away in an automobile accident last fall Debra Hopkins was a true professional in the field of accountancy and touched the lives of thousands of students from her work at Northern Illinois University Debra served on our board since 2004 and was an active enthusiastic contributor The entire NBampT team will miss Debra

In closing we will continue to be diligent in the management of our resources and the oversight of those assets entrusted to us Our board our management team and our staff take those responsibilities seriously We thank you for your support and confidence

- James W Dutton Chairman of the Board

Michael A Cul len President CEO

2014 2013

For the year

Net income $ 1050 $ 976

Diluted earnings per share 100 93

Dividends declared 525 522

Dividends per share 050 050

Net interest income after provision for Joan losses 17127 14605

At year end

Total assets $ 611854 $ 611 906

Total deposits 548940 549645

Loans and Joans held for sale 407491 383074

Securities including Federal Horne Loan Bank and Federal Reserve Bank stock 129871 150961

Stockholders equity 56136 54369

Trust assets under management 700997 663726

Book value per share 5348 5183

Ratios()

Return on average core stockholders equity 20 23

Return on average assets 02 02

(Dollars in thousands except per share data)

Total assets in millions of dollars Net income in millions of dollars

$700 $7

6119 6119

$600 $6

middot$500 c $5

$400 $4 36

$300 $3

$200 $2

$100 $1

$0 $0

11 12 13 14 11 12 13 14

--

Financial Highlights

Years ended December 31

2012 2011

$ 3622 $ 1536

268 109

589 591

050 042

15991 15292

$ 592879 $ 590073

527006 515957

334246 318144

143460 141738

56272 71626

600996 574093

5421 5098

57 24

06 03

Year end stock data per share in dollars

bull BookValue $70

- Stock Price

$60 54

$40

$30

$20

$10

$0

11 12 13 14

Consolidated Balance Sheets At December 31

Assets

Cash and due from banks Interest bearing deposits in other

financial institutions

Cash and cash equivalents Securities available for sale Federal Home Loan Bank and

Federal Reserve Bank stock Loans held for sale Loans net of allowance for loan losses of

$3906 in 201 4 and $3240 in 201 3 Land premises and equipment net other real estate owned Mortgage servicing rights Goodwill Intangible assets Bank owned life insurance Accrued interest receivable and other assets

Total assets

Liabilities

Noninterest-bearing deposits Interest-bearing deposits

Total deposits

Other borrowings Accrued interest payable and other liabilities

Total liabilities

Stockholders equity

Preferred stock $50 par value 20000 shares authorized none issued

Common stock $1 25 par value 2000000 shares authorized issued 1 676425 and 1 675735 shares at December 31 201 4 and 201 3 respectively and outstanding of 1 049789 and 1 049059 respectively

Additional paid in capital Retained earnings Accumulated other comprehensive income (loss) net Treasury stock 626676 shares in 201 4 and

201 3 at cost

Total stockholders equity

Total liabilities and stock1olders equity

(Dollars in thousands) See accompanying notes to consolidated financial statements

2014

$ 1 871 5

8000

26715 1 28224

1 647 2432

405059 21 1 57

7456 2447 3265

-81 09 5343

$611854

$ 1 1 2872 436068

548940

3600 3 178

555718

-

2094 9607

72747 506

(28818)

56136

$611854

2013

$ 25838

1 1 000

36838 1 49467

1 494 5902

3771 72 21 938

7534 2524 3265

90

5682

$611906

$ 1 05652 443993

549645

4800 3092

557537

2093 9447

72222 (575)

(2881 8)

54369

$611906

Interest income

Loans Securities taxable Securities tax-exempt Interest bearing deposits

in other financial institutions

Total interest income

Interest expense

Deposits

Other borrowings

Total interest expense

Net interest income

Provision for loan losses

Net iQterest income after provision for loan losses

Noninterest income

Trust fees Income from mortgage banking Service charges on deposit accounts Realized securities gains net Other income

Total noninterest income

Noninterest expense

Salaries and employee benefits Occupancy expense FDIC Insurance Other real estate owned Other expense

Total noninterest expense

Income before income taxes

Provision for income taxes r---

------------middot-middot------ ------ _Net incdeg=-

- __ _ _ ___ _ _ ___ _ _ ___ _ _ _ ____ _ Basic earnings per share Diluted earnings per share

(Dollars in thousands) See accompanying notes to consolidated financial statements

2014

$ i S371 1 491

775

1 04

20741

21 1 4

1 50

2264

1 8477

1 350

1 7 1 27

4748 1 078 2095

368 1 308

9597

1 3283 3252

524 1 582 6943

25584

1 1 40 90

$ _ 10_50

$ 1 00 $ 1 00

Consolidated Statements of Income Years ended December 31

2013 201 2

$ 1 7 599 $ 1 8233 1 354 2038

764 767

205 251

1 9922 21 289

2882 3493

1 92 34

3074 3527

1 6848 1 7762

2243 1 771

1 4605 1 5991

4662 5025 21 57 2403 1 997 1 754

434 2084 1 1 93 945

1 0443 1 2211

1 2789 1 2787 3049 281 4

5 17 668 1 430 640 5915 5778

23700 22687

1 348 551 5 372 1 893

$ 976 $ 3622

$ 94 $ 268 $ 93 $ 268

Consolidated Statements of Comprehensive Income (Loss) At December 31

Net income

Other comprehensive income (loss)

Unrealized appreciation depreciation) on available for sale securities net of taxes of $682 $(1 1 7 4) and $3 for 201 4 2013 and 201 2 respectively

Less reclassification adjustment for realized gains included in net income net of taxes of $1 26 $1 48 and $709 for 201 4

2014

$ 1050

$ 1 323

201 3 and 201 2 respectively 242

$ 1 081

Comprehensive income (loss) $ 2 131

(Dollars in thousands See accompanying notes to consolidated financial statements

2013

$ 976

$ (2280)

286

$ 2566)

$ (1590

2012

$ 3622

$ 5

middot1 375

$ (1 370)

$ 2252

Common Stock

Balances at December 31 2011 $ 2049

Net income Other comprehensive income (loss) Purchase of 392663 shares of

treasury stock Exercise of 24502 stock options 30 Stock compensation - Directors 2 Stock compensation expense Cash dividends declared

$50 per share

Balances at December 31 2012 2081

Net income Other comprehensive income (loss) Exercise of 667 stock options Stock compensation expense Cash dividends declared

$50 per share Issuance of restricted stock 11

Balances at December 31 2013 2093

Net income Other comprehensive income (loss) Exercise of 1000 stock options Stock compensation expense Cash dividends declared

$50 per share

Balances at December 31 2014 $ 2094

(Dollars in thousands) See accompanying notes to consolidated financial statements

Consolidated Statements of Stockholders Equity Years ended December 31

Additional Accumulated Other Total

Paid In Retained Comprehensive Treasury Stockholders

Capital Earnings Income (Loss) Net Stock Equity

$ 8237 $ 68735 $ 3361 $ (10756) $ 71626

3622 3622 (1370) (1370)

(18062) (18062) 865 895

35 37 113 1 13

(589) (589)

9250 71768 1991 (28818) 56272

976 976 (2566) (2566)

21 22 187 187

(522) (522) (11)

9447 72222 (575) (28818) 54369

1 050 1050 1081 1081

31 32 129 129

(525) (525)

$ 9607 $ 72747 $ 506 $ (28818) $ 56136

Consolidated Statements of Cash Flows Years ended December 3i

Cash flows from operating activities

Net income Adjustments to reconcile net income to net cash from operating activities

Amortization and accretion of securities Amortization of intangibles Realized security gains net Depreciation Loss (gain) on sale of premises and equipment Gain on sales of loans Loss on sale and valuation adjustments

of other real estate owned (Increase) decrease in mortgage loans held for sale Amortization of mortgage servicing rights Deferred tax benefit Stock compensation expense net Provision for loan losses (Increase) decrease in interest receivable and other assets Increase (decrease) in interest payable and other liabilities

Net cash provided by operating activities

Cash flows from investing activities

Redemption of FHLB stock Securities available for sale

Proceeds from sales Proceeds from maturities and calls Purchases

Sale of other real estate owned Increase in loans net Purchases of premises and equipment Proceeds from sale of premises and equipment Purchase of bank-owned life insurance

Net cash used by investing activities

Cash flows from financing activities

Proceeds from (repayment 01) holding company borrowing Net increase (decrease) in deposit activities Cash dividends paid Purchases of treasury stock Exercise of stock options

Net cash provided (used) by financing activities Net change in cash and cash equivalents Cash and cash equivalents at beginning of year Cash and cash equivalents at end of year

Supplemental cash flows information

Interest paid Income taxes paid Transfer from loans to other real estate owned

(Dollars in thousands middotsee accompanying nofes to consolidated financial middotstatements

$

$

$ $ $

2014

i 050

56i 90

(368) i 449

-(990)

i 82i 4i29

408 60

i 29 i 350

948 (i i 39) 9498

-

23322 27735 (28523)

2289 (33269)

(838) 1 70

(8 i 09) (1 7223)

(i 200) (705) (525)

-32

(2398) (i0i 23) 36838 267i 5

2278 74i

4032

2013 2012

$ 976 $ 3622

i 037 i i 76 i 8i i 80

(434) (2084) i 373 i 057

i (3) (2636) (34i 5)

i 029 i 058 2i37 (264)

506 i Oi 2 i 96 (68) i 87 i i 3

2243 i 77i 9i) 4i 9

i 969 i 904 8674 6478

847

21662 38789 38844 37290 (72497) (79835)

875 i 772 (57900) (1627 4)

(i i 22) (5942) 25 526

(70i i 3) (22827)

(i 200) 6000 22639 1 i 049

(522) (589) (i 8062)

22 932 20939 (670) (40500) (i 70i 9) 77338 94357

$ 36838 $ 77338

$ 3i18 $ 3589 $ i i 73 $ 2249 $ 51 67 $ 76i

Notes to Consolidated Financial Statements

f Summary of Significant Accounting Policies

PRINCIPLES OF CONSOLIDATION The consolidated financial statements of NJ Bancshares Corporation (the Corporation) include the accounts of the Corporation and its wholly owned subsidiary The National Bank amp Trust Company of Sycamore (the Bank) Significant intercompany transactions and accounts have been eliminated in consolidation

NATURE OF OPERATIONS The Bank provides a variety of financial services to individuals and businesses in DeKalb LaSalle and Kane Counties through its ten locations Branch offices include two locations in Sycamore three locations in DeKalb and one location in each of the towns of Elburn Genoa Leland Serena and Sandwich The Banks primary deposit products are checking accounts interestshybearing savings accounts certificates of deposit and individual retirement accounts The Banks primary lending products are commercial Joans real estate Joans and consumer Joans The Bank also maintains a trust department and originates residential mortgage Joans for sale in the secondary market The Bank is nationally chartered Deposits up to $250000 are insured by the Federal Deposit Insurance Corporation The Bank is subject to the regulations and supervision of the Office of the Comptroller of the Currency The Corporation is subject to the regulations and supervision of the Feder-al Reserve Bank

USE OF ESTIMATES The preparation of financial statements in conformity with accounting principles generally accepted in the United States (GAAP) requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of income and expense during the reporting period Actual results could differ from those estimates Material estimates that are particularly susceptible to significant change in the near term relate to the valuation of the allowance for Joan losses the valuation of other real estate owned the classification and valuation of securities the determination of fair values of financial instruments the impairment of goodwill and intangibles mortgage servicing rights and the status of contingencies

SIGNIFICANT CONCENTRATIONS OF CREDIT RISK Most of the Corporations activities are with customers located within the Illinois counties of DeKalb LaSalle and Kane Note I l l discusses the types of lending in which the Corporation is engaged The Corporation does not have any significant concentrations to any one industry customer or geographic location

CASH AND CASH EQUIVALENTS For purposes of reporting cash flows cash and cash equivalents include cash on hand amounts due from banks and federal funds sold Generally federal funds are sold and purchased for one-day periods Customer deposit and loan activities are reported on a net basis

At December 3i 20i 4 the Corporations cash accounts exceeded federally insured limits by approximately $1 i 973 thousand

SECURITIES Securities classrfied as available for sale are those debt or equity securities that the Bank intends to hold for an unspecified period of time but not necessarily to maturity Unrealized gains or losses are reported as increases or decreases in a separate component of stockholders equity net of the related deferred tax effect

The amortization of premiums and the accretion of discounts on securities are deducted from and added to interest income Realized gains or losses on sales of securities are determined using the specific-identification method Securities are written down to fair value when a decline in fair value is not temporary

Declines in the fair value of securities below their cost that are other than temporary are reftected as realized losses In estimating other-than-temporary losses management considers (i) the length of time and extent that the fair value has been Jess than cost (2) the financial condition and near term prospects of the issuer and (3) the intent of the Corporation to not sell the security or whether it is more likely than not that the Corporation will be required to sell the security before its anticipated recovery

During 201 4 201 3 and 201 2 the bank initiated a strategy to sell certain held for sale investment securities and subsequently reinvest the proceeds of those into similar held for sale investment securities The strategy included extending the weighted average maturity of a portion of the portfolio for interest rate risk purposes and accelerated the recognition of income from the portion that was sold As a result there was a gain of the sale of those securities of $368 $434 and $2084 thousand gross before taxes respectively

RESTRICTED STOCK The Bank as a member of the Federal Home Loan Bank of Chicago (FHLB) is required to maintain an investment in the capital stock of the Federal Home Loan Bank T he Bank also maintains an investment in the capital stock of the Federal Reserve Bank (FRB) For financial reporting purposes such stock is carried at cost which approximates fair value based on the redemption provisions of each institution

LOANS HELD FOR SALE Real estate loans originated and intended for sale in the secondary market are carried at the lower of cost or fair value in the aggregate as determined by outstanding commitments from investors Net unrealized losses if any are recorded as a valuation allowance and charged to earnings

Mortgage loans held for sale are generally sold with servicing rights retained The carrying value of mortgage loans sold is reduced by the cost allocated to the servicing right Gains or losses on sales of mortgage loans are based on the difference between the selling price and the carrying value of the related loan sold

Notes to Consolidated Financial Statements

SERVICING RIGHTS Servicing rights are recognized as assets for the allocated value of retained servicing rights on sold loans Servicing rights are expensed in proportion to and over the period of estimated net servicing revenues Impairment is evaluated based on the fair value of the rights using groupings of underlying loans as to loan term rate and then as to loan type Fair value is based upon discounted cash flows using market based assumptions Any impairment is reported as a valuation allowance to the extent that fair value is Jess than the capitalized amount

LOANS Loans are stated at the amount of unpaid principal net of unearned income and the allowance for loan losses Interest on loans is accrued daily and is computed on the principal balance outstanding

Loan origination fees net of certain direct organization costs are deferred and recognized as an adjustment of the yield of the related loans

In general interest income on mortgage and commercial loans is discontinued at the time the loan is 90 days delinquent unless the loan is well secured and in process of collection Consumer loans are typically charged off no later than 180 days past due In all cases loans are placed on non-accrual or charged-off at an earlier date if collection of principal or interest is considered doubtful

All interest accrued but not received for the loans placed on nonshyaccrual are reversed against interest income Interest received on such loans is accounted for on the cash basis or cost-recovery method until qualifying for return to accrual Loans are returned to accrual status when all the principal and interest amounts contractually due are brought current and future payments are reasonably assured

ALLOWANCE FOR LOAN LOSSES The allowance for loan losses is maintained at a level considered adequate to provide for probable incurred loan losses Allowances for impaired loans are generally determined based on collateral values or the present value of estimated cash flows discounted at the loans effective interest rate The allowance is increased by provisions charged to operating expense and reduced by net charge-offs Loans are charged off to the allowance for loan losses when and to the extent that they are deemed uncollectible by management Management makes continuous credit reviews of the loan portfolio and considers current economic conditions historical loan loss experience and other factors in determining the adequacy of the allowance

Allocations of the allowance may be made for specific loans but the entire allowance is available for any loan that in managements judQrnent should be charged off

The allowance consists of specific and general components The specific component relates to loans that are individually classified as impaired or loans otherwise classified as substandard or doubtful The general component covers non-classified loans and is based on historical loss experience adjusted for current factors

A loan is impaired when full payment under the Joan terms is not expected Commercial and commercial real estate loans are individually evaluated for impairment If a Joan is impaired a portion of the allowance is allocated so that the loan is reported net at the present value of estimated future cash flows using the loans existing rate or at the fair value of collateral if repayment is expected solely from the collateral Large groups of smaller balance homogeneous loans such as consumer and residential real estate loans are collectively evaluated for impairment and accordingly they are not separately identified for impairment disclosures

LAND PREMISES AND EQUIPMENT Land is stated at historical cost Premises and equipment are stated at cost less accumulated depreciation Depreciation is computed principally on the straight-line method over the estimated useful lives of the assets These assets are reviewed for impairment when events indicate the carrying amount may not be recoverable

OTHER REAL ESTATE OWNED Real properties acquired through or in lieu of loan foreclosure are to be sold and are initially recorded at fair value less the cost to sell at the date of the foreclosure establishing the new cost basis After foreclosure valuations are periodically performed by management and the real estate is carried at the lower of carrying amount or fair value less the estimated cost to sell Revenue and expenses from the operations changes in the valuation of the property and gain or loss on the disposition of the property are included in other expenses or other income as incurred

EARNINGS PER SHARE Basic earnings per share is calculated based on weightedshyaverage common shares outstanding Diluted earnings per share includes the dilutive effect of additional potential common shares issuable under stock options and restricted stock awards

GOODWILL AND INTANGIBLE ASSETS Goodwill results from business acquisitions and represents the excess of the purchase price over the fair value of acquired tangible assets and liabilities and identifiable intangible assets Goodwill and indefinite-lived intangibles are evaluated annually for impairment or more frequently if impairment indicators are present A qualitative assessment is performed to determine whether the existence of events or circumstances leads to a determination that it is more likely than not the fair value of the reporting unit or indefinite-lived intangible asset is Jess than its carrying amount If based on the evaluation it is determined to be more likely than not that the fair valued is less than the carrying value then the goodwill or indefinite-Jived intangible is tested further for impairment If the implied fair value of goodwill or the fair value of the indefinite-lived intangible is lower than their carrying amounts an impairment loss is recognized in an amount equal to the difference Subsequent increases in goodwill value

- are not recognized in the financial statements

Intangible assets consist of core deposits arising from a whole bank acquisition They are initially measured at fair value and then are amortized over their estimated useful lives These assets are reviewed for impairment when events indicate the carrying amount may not be recoverable

Notes to Consolidated Financial Statements

LOAN COMMITMENTS AND RELATED FINANCIAL INSTRUMENTS Financial instruments include off-balance sheet credit instruments such as commitments to make loans and commercial letters of credit issued to meet customer financing needs The face amount for these items represents the exposure to loss before considering customer collateral or ability to repay Such financial instruments are recorded when they are funded

IMPAIRMENT OF LONG-LIVED ASSETS The Corporation reviews long-lived assets for impairment whenever events or changes in circumstances indicate the carrying amount of an asset may not be recoverable Recoverability of assets to be held and used is measured by a comparison of the carrying amount of an asset to future undiscounted net cash flows expected to be generated by the asset If such assets are considered to be impaired the impairment to be recognized is measured by the amount by which the carrying amount of the assets exceeds the fair value of the assets Assets to be disposed of are reported at the lower of carrying amount or fair value less costs to sell

TRANSFERS OF FINANCIAL ASSETS Transfers of financial assets are accounted for as sales when control over the assets has been surrendered Control over transferred assets is deemed to be surrendered when (1 ) the assets have been isolated from the Corporation (2) the lransferee obtains the right (free of conditions that constrain it from taking advantage of that right) to pledge or exchange the transferred assets and (3) the Corporation does not maintain effective control over the transferred assets through an agreement to repurchase them before their maturity

TRUST ASSETS AND FEES Assets of the Trust Department are not included in these consolidated financial statements because they are not assets of the Corporation or the Bank Fee income generated from trust services is primarily recorded on the accrual method

INCOME TAXES Deferred income taxes are provided on temporary differences between financial statement and income tax reporting Temporary differences are differences between the amounts of assets and liabilities reported for financial statement purposes and their tax bases

Deferred tax assets are recognized for temporary differences that will be deductible in future years tax returns and for operating loss and tax credit carryforwards Deferred tax assets are recognized only if it is more likely than not that the tax position will be realized or sustained upon examination by the relevant taxing authority A tax position that meets the more-likely-thanshynot recognition threshold is initially and subsequently measured as the largest amount of tax benefit that has a greater than 50 percent likelihood of being realized upon settlement with a taxing authority that has full knowledge of all relevant information

Deferred tax assets are reduced by a valuation allowance if it is deemed more likely than not that some or all of the deferred tax assets will not be realized Deferred tax liabilities are recognized for temporary differences that will be taxable in future years

COMPREHENSIVE INCOME (LOSS) Comprehensive income (loss) consists of net income (loss) and other comprehensive income (loss) Other comprehensive income (loss) includes unrealized gains and losses on securities available for sale net of taxes These unrealized gains and losses net of taxes are also recognized as separate components of equity

LOSS CONTINGENCIES Loss contingencies including claims and legal actions arising in the ordinary course of business are recorded as liabilities when the likelihood of loss is probable and an amount or range of loss can be reasonably estimated Management does not believe there are matters that will have a material effect to the Corporation the Bank or the Banks Trust Department or on the fiancial statements of the Corporation

STOCK COMPENSATION PLANS Compensation cost is measured using the fair value of an award on the grant dates and is recognized over the service period which is usually the vesting period Compensation cost related to the non-vested portion of awards outstanding is based on the grant-date fair value of those awards T he Corporation has an incentive stock option plan and restricted stock awards which are described more fully in Note IX

TREASURY STOCK Common stock shares repurchased are recorded at cost Cost of shares retired or reissued is determined using the first-in firstshyout method

During 201 2 the Corporation purchased 392663 treasury shares This was primarily accomplished through two transactions the first involving a negotiated purchase of shares from certain members of the Dutton Family and their affiliates and the second involving a tender offer with our shareholders These treasury shares were all repurchased at $46 per share a discount to the current book value per share Detailed information related to these transactions was provided to stockholders in an Offer to Purchase dated November 1 201 2 The total cost to capital of the Corporation was $1 6940 thousand for these treasury shares

Notes to Consolidated Financial Statements

II Securities

Amortized cost and fair values of securities classified as available for sale with gross unrealized gains and losses at December 31 are summarized as follows (Dollars in thousands)

US Obligations of US Government- States and Political Certificates Equity Total

Treasury Sponsored Entities Subdivisions of Deposit Securities Securities

2014 Amortized cost $ 1 4470 $ 7981 6 $ 31 728 $ 988 $ 456 $ 1 27458 Gross unrealized gains 2 536 694 1 232 Gross unrealized losses (28) (233) (205) (466)

Fair value $ 1 4444 $ 80 1 1 9 $ 32217 $ 988 $ 456 $ 1 28224

2013 Amortized cost $ 1 5007 $ 94907 $ 37030 $ 988 $ 2406 $ 150338 Gross unrealized gains 1 0 1 1 7 854 981 Gross unrealized losses (2) (926) 924) (1 852)

Fair value $ 1 501 5 $ 94098 $ 36960 $ 988 $ 2406 $ 1 49467

The fair values of debt securities classified as available for sale by contractual maturity at December 31 2014 are as follows (Dollars in thousands)

1 year or l ess Over 1-5 years Over 5-10 years Over 1 0 years Total

US Treasury $ 5000 $ 9444 $ $ $ 1 4444

US government-sponsored entities 1 7057 47722 1 5340 80 1 1 9

Obligations of states and political subdivisions 3964 9859 1 8394 3221 7

Certificates of deposit 988 988

Total $ 26021 $ 6801 3 $ 33734 $ $1 27768

Expected maturities may differ from contractual maturities because the borrowers may have the right to call or prepay obligations with or without call or prepayment penalties Other equity securities include mutual funds which have no maturity date Securities with a market value of $1 220 million and $1 21 0 million at December 31 201 4 and 201 3 respectively are pledged to secure public deposits and other purposes as required or permitted by law

middot

Amortized cost gross reaiized gains gross realized losses and saies proceeds from available for sale securities sold matured or called at December 31 are summarized as follows (Dollars in thousands)

2014 2013 2012

Amortized cost $ 50689 $ 60072 $ 73995 Gross realized gains 546 435 2093 Gross realized losses (1 78) (1 ) (9) Proceeds $ 51 057 $ ousuo $ 70UJ

Notes to Consolidated Financial Statements

I I Securities cont

The following tabes present investments gross unrealized losses and fair value at December 31 aggregated by Investment category and length of time that Individual securities have been in a continuous unrealized loss position Dollars In thousands)

Less Than 12 Months 12 Months or More Total Fair Value Unrealized Loss Fair Value Unrealized Loss Fair Value U n realized Loss

2014 US Treasury $ 9444 $ (28) $ $ $ 9444 $ (28) US government-

sponsored entities i 7529 (43) i 5009 (i 90) 32538 (233) Obligations of states and

political subdivisions i 983 (i7) 6475 (i 88) 8458 (205) $ 28956 $ (88) $ 2i 484 $ (378) $ 50440 $ (466)

Less Than 12 Months 12 Months or More Total Fair Value Unrealized Loss Fair Value Unrealized Loss Fair Value Unrealized Loss 2013

US Treasury $ 3994 $ (2) $ $ $ 3994 $ (2)

US government-sponsored entities 7222i (926) 7222i (926)

Obligations of states and political subdivisions i 2042 (597) 3 i30 (327) i 5i 72 (924)

$ 88257 $ (i 525) $ 3i30 $ (327) $ 9i 387 $ (1 852)

At December 3i 20i 4 37 US Treasury US government-sponsored entities and obligations of states and political subdivisions securities have an unrealized loss with aggregate depreciation of less than one-quarter percent of the Corporations amortized cost basis Management views fluctuation in agencies as temporary market fluctuations There were i 9 securities with an unrealized loss for over i 2 months The fair value is expected to recover as the bonds approach maturity The nature and quality of these investments remain adequate and continue to have a Moodys rating of an A or above as required by Bank policy Management views the losses associated with US Treasury US government-sponsored entities and obligations of states and political subdivisions securities to also be temporary market fluctuations

Notes to Consolidated Financial Statements

III Loans

Classes ofoans at December 31 include (Dollars in thousands)

2014 2013

Construction and land development $ 1 4 199 $ 1 9798 Farmland 20488 1 7397 Residential real estate 1 1 5291 1 04873 Nonresidential real estate 1 37499 1 3501 4 Agricultural production 1 2530 1 2968 Commercial 45940 41 273 Loans to individuals 57280 42883 Other 5738 6206

Total Joans and leases $ 408965 $ 38041 2 Allowance for loan losses (3906) (3240)

Total loans and leases net $ 405059 $ 377 1 72

The Bank maintains lending policies and procedures designed to focus lending efforts on the type location and duration of loans most appropriate for its business model and markets The Banks principal lending activity is the origination of residential and commercial real estate loans commercial loans consumer loans and home equity lines of credit The primary lending market is located within the Illinois counties of DeKalb LaSalle and Kane Generally loans are collateralized by assets of the borrower and guaranteed by the principals of the borrowing entity

The Board of Directors reviews and approves the Banks lending policy on an annual basis Quarterly the Board reviews the allowance for loan losses and reports related to loan production loan quality concentrations of credit loan delinquencies and non-performing and potential problem loans

The Bank does not accrue interest on any asset which is maintained on a cash basis because of deterioration in the financial position of the borrower any asset for which payment in full of interest or principal is not expected or any asset upon which principal or interest has been in default for a period of ninety days or more unless it is both well secured and in the process of collection A non-accrual asset may be restored to an accrual status when none of its principal and interest is due and unpaid or when it otherwise becomes well secured and in the process of collection

The Bank periodically performs an independent loan review of outstanding loans through the use of an outside third party The primary objective of the independent loan review function is to ensure the maintenance of a quality loan portfolio and minimize the potential for Joan losses The Joan review engagement is responsible for reviewing a sample of existing loans for compliance with internal policies and procedures In addition to reviewing Joans for compliance the loan review analyzes the appropriateness and timeliness of risk grading and problem loan identification by loan officers

Notes to Consolidated Financial Statements

I l l Loans cont

The Corporation categorizes loans into risk categories based on relevant information about the ability of borrowers to service their debt such as current financial information historical payment experience credit documentation public information and current economic trends among other factors This analysis is performed on an annual basis at a minimum The Corporation uses the following definitions for risk ratings

Internal Risk Categories Loan grades are numbered i through 7 Grades i through 4 are considered pass grades The grade of 5 or Special Mention represents loans of lower quality and is considered criticized The grades of 6 or Substandard and 7 or Doubtful refer to assets that are classified The use and application of these grades by the bank will be uniform and shall conform to the banks policy

Pass (1) loans are of superior quality with excellent credit strength and repayment ability providing a nominal credit risk

Pass (2) loans are of above average credit strength and repayment ability providing only a minimal credit risk

Pass (3) loans of reasonable credit strength and repayment ability providing an average credit risk due to one or more underlying weaknesses

Pass (4) loans of the lowest acceptable credit strength and weakened repayment ability providing a cautionary credit risk due to one or more underlying weaknesses New borrowers are typically not underwrillen witl1in this classification

Special Mention (5) assets have potential weaknesses that deserve managements close attention If left uncorrected these potential weaknesses may result in deterioration of the repayment prospects for the asset or in the institutions credit position at some future date Special mention assets are not adversely classified and do not expose an institution to sufficient risk to warrant adverse classification Ordinarily special mention credits have characteristics which corrective management action would remedy

Substandard (6) loans are inadequately protected by the current sound worth and paying capacity of the obligor or of the collateral pledged if any Loans so classified must have a well-defined weakness or weaknesses that jeopardize the liquidation of the debt They are characterized by the distinct possibility that the Bank will sustain some loss if the deficiencies are not corrected

Doubtful (7) loans classified as doubtful have all the weaknesses inherent in those classified Substandard with the added characteristic that the weaknesses make collection or liquidation in full on the basis of current known facts conditions and values highly questionable and improbable

Risk characteristics applicable to each segment of the loan portfolio are described as follows

Residential 1 -4 Family The residential i -4 family real estate are generally secured by owner-occupied i -4 family residences Repayment of these loans is primarily dependent on the personal income and credit rating of the borrowers Credit risk in these loans can be impacted by economic conditions within the Banks market areas that might impact either property values or a borrowers personal income Risk is mitigated by the fact that the loans are of smaller individual amounts and spread over a large number of borrowers

Non-residential Real Estate Non-residential real estate loans typically involve larger principal amounts and repayment of these loans is generally dependent on the successful operations of the property securing the loan or the business conducted on the property securing the loan These loans are viewed primarily as cash flow loans and secondarily as loans secured by real estate Credit risk in these loans may be impacted by the creditworthiness of a borrower property values and the local economies in the Banks market areas

Construction and Land Development Real Estate Conshystruction and land development real estate loans are usually based upon estimates of costs and estimated value of the completed project and include independent appraisal reviews and a financial analysis of the developers and property owners Sources of repayment of these loans may include permanent loans sales of developed property or an interim loan commitment from the Bank until permanent financing is obtained These loans are considered to be higher risk than other real estate loans due to their ultimate repayment being sensitive to interest rate changes general economic conditions and the availability of long-term financing Credit risk in these loans may be impacted by the creditworthiness of a borrower property values and the local economies in the Banks market areas

Commercial The commercial portfolio includes loans to commercial customers for use in financing working capital needs equipment purchases and expansions The loans in this category are repaid primarily from the cash flow of a borrowers principal business operation Credit risk in these loans is driven by creditworthiness of a borrower and the economic conditions that impact the cash flow stability from business operations

Loans to individuals The consumer loan portfolio consists of various term and line of credit loans such as automobile loans and loans for other personal purposes Repayment for these types of loans will come from a borrowers income sources that are typically independent of the loan purpose Credit risk is driven by consumer economic factors (such as unemployment and general economic conditions in the Banks market area) and the creditworthiness of a borrower

Agricultural Production and Farmland Loans Agricultural production loans are generally comprised of seasonal operating lines to cash grain farmers to plant and harvest corn and soybeans and term loans to fund the purchase of equipment Farmland loans are primarily comprised of loans for the purchase of farmland Specific underwriting standards have been established for agricultural-related loans including the establishment of projections for each operating year base on industry developed estimates of farm input costs an expected commodity yields and prices Operating lines are typically written for one year and secured by the crop Loan-to-value ratios on Joans secured by farmland generally do not exceed 65 and have amortization periods limited to twenty-five years Federal government-assistance lending programs through the Farm Service Agency are used to mitigate the level of credit risk when deemed appropriate

Notes to Consolidated Financial Statements

The following table presents the credit risk profile of the Banks loan portfolio based on internal rating category and payment activity as of December 31 2014 and 2013 (Dollars in thousands)

Non Residential Residential Agricultural Loans-to

Construction Farmland Real Estate Real Estate Production Commercial Individuals Other

20 1 4 Loan Class Pass $ 1 1 274 $ 20488 $ 1 0941 2 $ 1 35059 $ 1 2530 $ 45386 $ 57280 $ 5738 Special mention 1 261 Substandard 2925 5879 1 1 79 554 Doubtful Total $ 1 4 1 99 $ 20488 $ 1 15291 $ 1 37499 $ 1 2530 $ 45940 $ 57280 $ 5738

201 3 Loan Class Pass $ 1 6327 $ 1 6505 $ 98646 $ 1 29428 $ 1 2 1 28 $ 38282 $ 42883 $ 6206 Special mention 892 5667 448 840 2503 Substandard 3471 560 5 138 488 Doubtful Total $ 1 9798 $ 1 7397 $ 1 04873 $ 1 3501 4 $ 1 2968 $ 41 273 $ 42883 $ 6206

The Bank evaluates the loan risk grading system definitions and allowance for loan loss methodology on an ongoing basis No significant changes were made to either during the past year

The accrual of interest on loans is discontinued at the time the loan is 90 days past due unless the credit is well-secured and in process of collection Past due status is based on contractual terms of the loan In all cases loans are placed on non-accrual or charged-off at the earlier date if collection of principal and interest is considered doubtful

All interest accrued but not collected for loans that are placed on non-accrual or charged-off is reversed against interest income The interest on these loans is accounted for on the cash-basis or cost-recovery method until qualifying for return to accrual Loans are returned to accrual status when all principal and interest amounts contractually due are brought current and future payments are reasonably assured

Notes to Consolidated Financial Statements

The following tables present the Corporation s loan portfolio aging analysis at December 31 (Dollars in thousands)

Non Residential Residential Agricultural Loans to

Construction Farmland Real Estate Real Estate Production Commercial Individuals Other Total

201 4 30-89 days past due $ $ $ 1 92 $ $ $ $ 707 $ 23 $ 922 90 days or greater

past due or nonaccrual 1 68 6327 551 92 2 7 140 Total past due and

nonaccrual 360 6327 551 799 25 8062 Current loans 1 4 1 99 20488 1 1 4931 1 31 1 72 1 2530 45389 56481 57 13 400903

Total loans receivable 1 4 1 99 20488 1 1 5291 1 37499 1 2530 45940 57280 5738 408965

Total loans 90 days or greater and accruing $ $ $ $ 571 1 $ $ $ 92 $ 2 $ 5805

2013 30-89 days past due $ $ $ 312 $ 57 $ $ $ 529 $ 28 $ 926 90 days or greater

past due or nonaccrual 770 4791 347 75 5983

Total past due and nonaccrual 1 082 4848 347 604 28 6909

Current loans 1 9798 1 7397 1 03791 1 301 66 1 2968 40926 42279 6 178 373503

Total loans receivable 1 9798 1 7397 1 04873 1 3501 4 1 2968 41273 42883 6206 38041 2

Total loans 90 days or greater and accruing $ $ $ 209 $ 3683 $ $ $ 75 $ $ 3977

A loan is considered impaired in accordance with the impairment accounting guidance (ASC 31 0-1 0-35-1 6) when based on current information and events it is probably the Corporation will be unable to collect all amounts due from the borrower in accordance with the contractual terms of the loan Impaired loans include non-performing commercial loans but also include loans modified in troubled debt restructurings where concessions have been granted to borrowers experiencing financial difficulties These concessions could include a reduction in the interest rate on the loan payment extensions forgiveness of principal forbearance or other actions intended to maximize collection

Included in certain loan categories in the impaired loans are troubled debt restructurings that were classified as impaired At December 31 201 4 and 201 3 the Corporation had $895 and $907 thousand respectively of commercial and non-residential real estate loans $76 and $76 thousand respectively in residential loans and $1 and $5 thousand respectively in consumer loans that were modified in troubled debt restructurings and impaired and that were performing in accordance with their modified terms

When economic concessions have been granted to borrowers who have experienced financial difficulties the loan is considered a troubled debt restructuring These concessions typically result from our loss mitigation activities and could include reductions in the interest rate payment extensions forgiveness of principal forbearance or other actions Troubled debt restructurings are considered impaired at the time of restructuring and typically are returned to accrual status after considering the borrowers sustained repayment performance as agreed for a reasonable period of at least six months or once the granted concessions have ended or are no longer applicable

As of December 31 201 4 and 201 3 the Bank had troubled debt restructurings all modification of payment terms with a recorded balance at original cost of $895 and $907 thousand respectively and consists of four commercial and non-residential real estate loans for both years which are all performing in accordance with the modified terms of the loan All four loans were added as troubled debt restructuring during the fourth quarter of 201 3 There was no difference between pre-modification and post-modification balances As of December 31 201 4 and 2013 the loans totaling $895 and $907 thousand respectively are on non-accrual and considered impaired by the Bank Based on the fair value of the collateral specific reserves required on the loans totaled $108 and $98 thousand as of December 31 201 4 and 2013 respectively During the years ended December 31 201 4 and 2013 there were no defaults of loans that had been modified as a troubled debt restructuring in the 1 2 month period prior to default

Notes to Consolidated Financial Statements I l l Loans cont

The following tables present the impaired loan balances (loans on non-accrual status) at December 31 (Dollars in thousands)

Non Residential Residential

Real Real Agricultural Loans to

Construction Farmland Estate Estate Production Commercial Individuals Other

20 1 4 Loans with out a specific

valuation al lowance Recorded balance $ $ $ 92 $ $ $ 487 $ $ Unpaid principal balance 92 487 Specific allowance Average investment in

impaired loans 278 4 1 99 1 02

Loans with a specific valuation al lowance

Recorded balance $ $ $ 76 $ 61 6 $ 63 Unpaid principal balance 76 61 6 63 Specific allowance 66 1 08 31 Average investment in

impaired loans 369 1 1 48 694

Total loans receivab l e Total Recorded balance $ $ $ 1 68 $ 61 6 $ $ 551 $ $ $ 1 335 Unpaid principal balance $ $ $ 1 68 $ 61 6 $ $ 551 $ $ $ 1 335 Specific allowance $ $ $ 66 $ 1 08 $ $ 31 $ $ $ 205 Average investment in

impaired Joans $ $ $ 648 $ 5346 $ $ 796 $ $ $ 6790

2013 Loans without a specific

valuation al lowance Recorded balance $ $ $ 299 $ 1 098 $ $ $ $ Unpaid principal balance 299 1 098 Specific allowance Average investment in

impaired loans 4037 280 5226 1 7 12

Loans with a specific valuation al lowance

Recorded balance $ $ $ 261 $ $ 347 Unpaid principal balance 261 347 Specific allowance 1 1 2 1 07 Average investment in

impaired loans 306 8201 530

Total loans receiva ble Total

Recorded balance $ $ $ 560 $ 1 098 $ $ 347 $ $ $ 2005 Unpaid principal balance $ $ $ 560 $ 1 098 $ $ 347 $ $ $ 2005 Specific allowance $ $ $ 1 1 2 $ $ $ 1 07 $ $ $ 219 Average investment in

impaired Joans $ 4037 $ $ 586 $1 3427 $ $ 2242 $ $ $ 20292

There was no Interest income recognized on a cash basis or accrual basis for 2014 or 2013 on impaired loans

Notes to Consolidated Financial Statements

Ill Loans cont

The following tables present the balance in the allowance for loan losses and the recorded investment in loans based on portfolio segment and impairment methods at December 31 (Dollars in thousands)

Non Residential Residential Agricultural Loans to Other

Construction Farmland Real Estate Real Estate Production Commercial Individuals Loans Unallocated Total

20 1 4 Allowance for loan losses Balance beginning of year $ 473 $ i 9 $ 700 $ i 32i $ i 4 $ 56i $ i 22 $ 30 $ - $ 3241 Provision charged to

expense (289) 68 762 (27) 2i (96) 699 2 i 2 i 351 Losses charged off (324) (i 79) (7i) (270) (i32) (971 Recoveries 34 49 i 3 i 8 i 55 23 29 Balance end of year $ 2i8 $ 87 $ i i 87 $ i i 28 $ 35 $ 4i 2 $ 706 $ i 33 $ - $ 3901

Ending balance individually evaluated for impairment $ $ $ 66 $ i 08 $ $ 3i $ $ $ - $ 20[

Ending balance collectively evaluated for impairment $ 2i 8 $ 87 $ i i 21 $ 1 020 $ 35 $ 381 $ 706 $ 1 33 $ - $ 370

Loans Ending balance $ 1 4 1 99 $20488 $1 1 5291 $ 1 37499 $ 1 2530 $45940 $ 57280 $ 5738 $ - $ 40896 Ending balance individually

evaluated for impairment $ $ $ i 68 $ 61 6 $ $ 551 $ $ $ - $ 1 33 Ending balance collectively

evaluated for impairment $14 i 99 $20488 $1 1 5 1 23 $ 1 36883 $ 1 2530 $45389 $57280 $ 5738 $ - $ 40763(

2013 Allowance for loan losses Balance beginning of year $ 243 $ 23 $ 848 $ 2040 $ 1 7 $ 456 $ 285 $ 7 $ 52 $ 397 Provision charged to

expense 230 (4) 378 1 077 (3) 630 (1 50) 1 37 (52) 224 Losses charged off (543) (i 830) (538) (203) (1 4 i ) (325t Recoveries 1 7 34 1 3 1 90 27 28

Balance end of year $ 473 $ 1 9 $ 700 $ i 32i $ i 4 $ 56i $ i 22 $ 30 $ - $ 324(

Ending balance individually evaluated for impairment $ $ $ 1 1 2 $ $ $ i 07 $ $ $ - $ 2if

Ending balance collectively evaluated for impairment $ 473 $ i 9 $ 588 $ 1 32i $ i 4 $ 454 $ i 22 $ 30 $ - $ 302middot

Loans Ending balance $i 9798 $1 7397 $i 04873 $ i 35014 $ 1 2968 $41 273 $ 42883 $ 6206 $ - $ 38041 Ending balance individually

evaluated for impairment $ $ $ 560 $ i 098 $ $ 347 $ $ $ - $ 200( Ending balance collectively

evaluated for impairment $i 9798 $ i 7397 $i 0431 3 $ i 339i 6 $ 1 2968 $40926 $42883 $ 6206 $ - $ 37840i

Notes to Consolidated Financial Statements

I I I Loans cont

Managements opinion as to the ultimate collectability of loans is subject to estimates regarding future cash flows from operations and the value of property real and personal pledged as collateral These estimates are affected by changing economic conditions and the economic prospects of borrowers

Allowance for Loan Losses The allowance for loan and lease losses (allowance) represents managements estimate of the reserve necessary to adequately account for probable losses that could ultimately be realized from current loan exposures In determining the adequacy of the allowshyance management relies predominately on a disciplined credit review and approval process The review process is directed by overall lending policy and is intended to identify at the earliest possible stage borrowers who might be facing financial difficulty

Loans for which it is probable that the Bank will not collect all principal and interest due according to the contractual terms are identishyfied as impaired The impairment for each applicable loan is quantified and specific loss exposures are allocated within the allowance Loans that are in non accrual status are generally considered impaired

A detailed analysis is performed on each loan that is not impaired but poses sufficient risk to warrant in-depth review These are loans that have been classified as substandard or are on the Banks internal watch list Due to the elevated risk inherent in these Joans management has determined that it is appropriate to quantify the potential loss within the pool of classified loans by estimating each loans collateral shortfall These collateral shortfall estimates are incorporated in the determination of the adequacy of the allowance

In estimating the risk of loss in the remaining portion of the loan portfolio identified as non-classified management establishes base Joss estimations which are derived from the historical Joss experience over the past three calendar years These base loss estimations are then adjusted after consideration ofnine different qualitative factors

Notes to Consolidated Financial Statements

IV Loan Servicing

Real estate loans serviced for others are not included in the accompanying consolidated balance sheets The risks inherent in mortgage servicing assets relate primarily to changes in prepayments that result from shifts in mortgage interest rates The unpaid principal balances of mortgage loans serviced for others was $3528 million and $3567 million at December 31 201 4 and 201 3 respectively The fair value of mortgage servicing rights at December 31 201 4 and 201 3 was approximately $31 million and $33 million respectively The fair value of servicing rights was determined using discount rates ranging from 950 to 1 000 percent and prepayment speeds principally ranging from 903 to 1 1 20 percent depending on the stratification of the specific right

The Corporation changed its method of amortizing mortgage servicing rights during 201 3 from the straight-line amortization method to a methodology based on anticipated prepayment assumptions Amortization expense for 2013 would have been $1 068 thousand if the straight-line method was used

Custodial escrow balances maintained in connection with the foregoing loan servicing and included in demand deposits were $37 million and $4 1 million at December 31 201 4 and 201 3 respectively

Following is a summary of the mortgage servicing rights capitalized and amortized (Dollars in thousands)

20 1 4 2013 2012

Balance beginning of year $ 2524 $ 21 83 $ 1 876 Mortgage servicing rights capitalized 331 847 1 31 9 Mortgage servicing rights amortized (408) 506) (1 01 2) Recorded balance end of year $ 2447 $ 2524 $ 21 83

Fair value end of year $ 31 38 $ 3273 $ 21 83

Notes to Consolidated Financial Statements

V Land Premises and Equipment

A summary of land premises and equipment by asset classification at December 31 is as follows (Dollars in thousands)

20 1 4 2013

Land $ 7895 $ 7895 Premises 1 7 697 1 8297 Furniture fixtures and equipment 7867 791 7 Vehicles 1 1 0 1 1 0

33569 34219 Accumulated depreciation (1 241 2) (1 2281) Land premises and equipment net $ 21 1 57 $ 21 938

Depreciation expense for the years ended December 31 201 4 201 3 and 201 2 was $1 4 million $1 4 million and $1 i million respectively Leasehold improvements are capitalized and depreciated using the straight-line method over the terms of the respective leases or the estimated useful lives of the improvements whichever is shorter Expected terms include lease option periods to the extent that the exercise of such options is reasonably assured

Pursuant to the terms of noncancelable lease agreements in effect at December 31 2014 pertwning to banking premises and equipment future minimum rent commitments under various operating leases are as follows for years ended December 31 (Dollars in thousands)

2015 2016 2017 201 8 2019 Thereafter Total

$ 303 $ 306 $ 1 91 $ 79 $ 79 $ 298 $ i 257

The leases contain options to extend for periods from five to 50 years The cost of exercising such options is not included above Total rent expense for the years ended December 31 201 4 201 3 and 201 2 amounted to approximately $336 $334 and $426 thousand respectively

Notes to Consolidated Financial Statements

VI Deposits

Time deposits greater than or equal to $100 thousand were $653 million and $723 million at December 31 201 4 and 201 3 respectively Interest expense on these deposits was $08 million $1 1 million and $1 4 million in 201 4 201 3 and 201 2 respectively

At December 31 2014 the scheduled maturities of time deposits are as follows (Dollars in thousands

2015 201 6 201 7 2018 2019 Total

$ 66577 $ 26867 $ 32074 $ 1 4084 $ 1 1 81 0 $ 1 51 41 2

Interest-bearing deposits at December 31 consist of the following (Dollars in thousands)

20 1 4

201 3

NOW and Money Market

$ 229355

$ 225263

Savings

$ 55301

$ 53326

Time $100000 and over

$ 65267

$ 72339

Time Other

$ 86145

$ 93065

Total

$ 436068

$ 443993

The aggregate amount of deposit overdrafts included in loans at December 31 201 4 and 201 3 was $244 and $1 91 thousand respectively

VII Borrowings

The Bank has the ability to borrow from the Federal Home Loan Bank with borrowings collateralized by first mortgage loans mulshytifamily and farmland loans under a blanket lien agreement in the amount of approximately $60 million Based on this collateral and the Banks holdings of FHLB stock the Bank is eligible to borrow up to approximately $38 million at year-end 201 4

During 201 2 and in conjunction with the purchase of 392663 treasury shares of stock the Corporation borrowed $6 million from a correspondent bank pursuant to a newly established line of credit The borrowings bear an interest rate equal to the lenders prime rate with a minimum rate of 325 At December 31 201 4 the rate was 325 and the balance outstanding was $36 million The Corporation was required to make quarterly interest-only payments on this line of credit through December 31 201 3 after which in addition to quarterly interest payments the Corporation must make equal annual principal payments of $1 2 million through December 31 201 7 when the line of credit matures There is no prepayment penalty associated with the borrowing should the Corporation decide to repay the debt prior to maturity

As of December 31 201 4 the Bank was not in compliance with one of the note covenants relating to annual return on assets The note contains certain covenants including financial covenants for the Bank which must be met at all times Should the Corporation or the Bank be found not compliant with them during the term of the note there are remedies the issuing financial institution shall have the right to enforce including that the note could become immediately due and payable The issuing financial institution has approved the noncompliance for the fourth quarter ended December 31 201 4

Notes to Consolidated Financial Statements

VI II I n come Taxes

Income taxes reflected in the consolidated statements of operations consist of the following (Dollars in thousands)

20 1 4 2013 Current payable

Federal $ 30 $ 96 State 80

Deferred tax benefit 60 1 96 Income tax expense $ 90 $ 372

The Corporations income tax expense beneflt) differed from the federal statutory rate of 34 as indicated in the following analysis

(Dollars in thousands)

20 1 4 2013

Tax based on statutory rate $ 388 $ 458 State taxes net of federal tax benefit (1 06) 53 Effect of tax-exempt income (31 0) (276) Other net 1 1 8 1 37 Income tax expense $ 90 $ 372

The Corporation has the following deferred tax assets and liabilities at December 31 (Dollars in thousands)

Deferred tax assets Deferred tax liabilities

Net deferred tax assets

20 1 4

$ 31 07 (2782)

$ 325

2013

$ 2982 (2637)

$ 345

2012

$ 1 234 727 (68)

$ 1 893

2012

$ 1 875 390 (31 4)

(58) $ 1 893

The components of deferred income taxes were principally related to the allowance for loan losses other real estate owned write-downs differences in amortization of core deposit intangible assets depreciation and mortgage servicing rights Deferred tax liabilities related to unrealized losses and gains on securities available for sale are $260 and $296 thousand at December 31 201 4 and 201 3 respectively

The Corporation files income tax returns in the US federal jurisdiction and the State of Illinois The Corporation is no longer subject to US federal or state income tax examination by tax authorities for years before 201 1

Notes to Consolidated Financial Statements

IX Employee Benefits

Substantially all employees are covered by a profit sharing plan The contribution determined in accordance with the provisions of the plan was $i 72 thousand $i 23 thousand and $207 thousand in 20i 4 20i 3 and 20i 2 respectively

Under the Corporations Employee Stock Option Plan the Corporation may grant options to its key employees for up to 1 00000 shares of common stock The exercise price of each option equals the market price of the Corporations stock on the date of grant and the options maximum term is ten years The vesting period is three years from the date of grant GAAP provisions require that compensation cost relating to share-based payment transactions be recognized in the financial statements with measurement based upon the fair value of the equity or liability instruments issued For the year ended December 3i 20i 2 the Corporation recognized $i i 3 thousand in compensation expense for stock options For the year ended December 3i 20i 3 the Corporation recognized $97 thousand in compensation expense for stock options For the year ended December 3i 20i 4 the Corporation recognized no compensation expense for stock options

The activity in the plan is summarized as follows

Outstanding at beginning of year Granted Exercised Forfeitedexpired Outstanding at end of year

Options exercisable at year-end

Non-vested options beginning of year Granted Vested Forfeitedexpired Non-vested options at year end

Shares

85998

(i 000)

84998

84998

20 1 4

Weighted Weighted Average Average

Exercise Price Contractual Term

$ 4762

3200

$ 4748

$ 4748

2 0 1 4

Number of Shares

8333

(8333)

(in years)

35

35

Weighted Average

Grant Date Fair Value

$ 3200

3200

$

2013

Weighted Weighted Shares Average Average

Exercise Price Contractual Term (in years)

88998 $ 4709

(667) 3200 (2333) 3747

85998 $ 4762 48

77665 $ 4929 4i

2013

Weighted

Number of Average

Grant Date Shares Fair Val u e

i 9333 $ 3200

(i 1 000) 3200

8333 $ 3200

The fair value of each option is estimated using Black-Scholes option-pricing model which requires the use of subjective valuation assumptions The expected volatility is based on historical volatility of the Corporations stock price The risk-free interest rates for periods within the contractual life of the awards are based on the US Treasury yield curve in effect at the time of the grant The expected life is based on historical exercise experience The dividend yield assumption is based on the Corporations history and expectation of dividend payouts There were no options granted in 20i 3 or 20i 4

At December Si 20i 4 there was no unrecognized cost related to non-vested stock options granted under the Employee Stock Option Plan

Notes to Consolidated Financial Statements

IX Emp loyee Benefits cont

The following table summarizes restricted stock activity

20 1 4 2013

Weighted Average Weighted Average Number of Grant Date Number of Grant Date

Shares Fair Value Shares Fair Value

Balance beginning of year 8959 $ 4000 $ Granted 8959 4000 Forfeited (888) 4000 Earned and issued (2250) 4000 Balance end of period 5821 $ 4000 8959 $ 4000

The fair value of the restricted stock awards is amortized to compensation expense over the vesting period (forty months) and is based on the market price of the Corporations common stock at the date of grant multiplied by the number of shares granted that are expected to vest At the date of grant the par value of the shares granted was recorded in equity as a credit to common stock and a debit to paid-in capital The weighted-average grant date fair value of restricted stock granted during the year ended December 31 201 4 was $4000 per share or $358 thousand Stock-based compensation expense for restricted stock for the year ended December 31 201 3 was $90 thousand Stock-based compensation expense for restricted stock during the year ended December 31 201 4 was $1 29 thousand Unrecognized compensation expense for non-vested restricted stock awards was $139 thousand and is expected to be recognized over a weighted average period of 34 months

X Related Party Transactions

The Bank has entered into transactions with certain directors executive officers significant stockholders and their affiliates or associshyates (related parties) Such transactions were made in the ordinary course of business on substantially the same terms and conditions including interest rate and collateral as those prevailing at the same tirne for comparable transactions with other customers and did not in the opinion of management involve more than normal credit risk or present other unfavorable features

Annual loan activity consisted of the following (Dollars in thousands

20 1 4 2013

Beginning balance $ 1 1 29 $ 1 1 63 New Joansadvances 1 94 46 Repayments (245) (80) Ending balance $ 1 078 $ 1 1 29

Deposits from related parties held by the Bank at December 31 201 4 and 201 3 amounted to $32 million and $37 million respectively

middot middot

XI Commitments and Contingencies

In the normal course of business the Bank makes various commitments and incurs certain contingent liabilities that are not reflected in the accompanying consolidated financial statements The credit risk associated with loan commitments and standby letters of credit is essentially the same as that involved with extending Joans to customers and is subject to the Banks credit policies Collateral or other security is normally not obtained for these financial instruments prior to their use and many of the commitments are expected to expire without being used

The following commitments existed at December 31 (Dollars in thousands

20 1 4 2013

Commitments to extend credit Fixed $ 33441 $ 26551 Variable 25597 24400

Standby letters of credit $ 483 $ 21 1

Notes to Consolidated Financial Statements

XII Reg u l atory M atters

The Bank is required to maintain average reserve balances with the Federal Reserve Bank based upon deposit levels and other facshytors The amount of those reserve balances for the years ended December Si 20i 4 and 20i 3 was approximately $i 00 thousand

Dividends are paid by the Corporation from its funds which are mainly provided by dividends from the Bank However national banking regulations and capital guidelines limit the amount of dividends that may be paid by banks

Banks and bank holding companies are subject to regulatory capital requirements administered by federal banking agencies Capital adequacy guidelines and additionally for banks prompt corrective action regulations involve quantitative measures of assets liabilities and certain off-balance-sheet items calculated under regulatory accounting practices Capital amounts and classificashytions are also subject to qualitative judgements by regulators Failure to meet capital requirements can initiate regulatory action Prompt corrective action provisions are not applicable to bank holding companies Furthermore the Banks regulators could require adjustments to regulatory capital not reflected in the financial statements

Prompt corrective action regulations provide five classifications well capitalized adequately capitalized undercapitalized significantly undercapitalized and critically undercapitalized although these terms are not used to represent overall financial condition If undershycapitalized capital distributions are limited as is asset growth and expansion and capital restoration plans are required

At December 3i 20i 4 the most recent notification from the Banks and Corporations regulator categorized the Bank as well capitalshyized under the regulatory framework for prompt corrective action To be categorized as well capitalized an institution must maintain minimum total risk-based Tier i risk-based and Tier i leverage ratios as set forth in the following tables There are no conditions or events since the notification that management believes have changed the Banks category The Banks and the consolidated Corporations actual capital amounts and ratios at December Si are presented in the table

Actual and required capital amounts and ratios are presented below at year-end (Dollars in thousands)

Minimum Minimum To Be For Capital Well-Capitalized

Actual Adequacy Purposes Under Bank Regulatory Capital Requirements

Amount Ratio Amount Ratio Amount Ratio 20 1 4 Total capital to risk weighted assets

Consolidated $ 56026 i 249 $ 35885 800 NIA NIA Bank 58957 i S i5 S5867 800 $ 448S4 i 000

Tier i (core) capital to risk weighted assets Consolidated 52i 2i i i 62 i 7942 400 NIA NIA Bank 55052 i 228 i 79S2 400 26898 600

Tier i (core) capital to average assets Consolidated 52 1 21 809 25768 400 NIA NIA Bank 55052 855 25908 400 S2i 94 500

20i3 Total capital to risk weighted assets

Consolidated $ 54577 i 289 $ S5995 800 NIA NIA Bank 56952 1S53 SS675 800 $ 42093 1 000

Tier 1 (core) capital to risk weighted assets Consolidated 5i S37 1 2 1 3 1 5931 400 NIA NIA Bank 5371 2 1 276 i 6838 400 25256 600

Tier 1 (core) capital to average assets Consolidated 5i 3S7 804 25306 400 NIA NIA Bank 537i 2 842 25675 400 31 895 500

Notes to Consolidated Financial Statements

XII I Earnings Per Share

The factors used in the earnings per share computation are as follows (Dollars in thousands except per share data)

20 1 4 2013 2012

Income Weighted- Per Share Income Weighted- Per Share Income Weighted- Per Share Average Amount Average Amount Average Amount Shares Shares Shares

Basic earnings per share Net income $ 1 050 1 048g23 $ 1 00 $ 976 1 043765 $ 94 $ 3622 1 352929 $ 268 Effect of assumed exercise

of stock options and restricted stock awards 1 831 9786 NIA

Diluted earnings per share Net income $ 1 050 1 050754 $ 1 00 $ 976 1 053551 $ 93 $ 3622 1 352g2g $ 268

Options to purchase 68500 68500 and 88998 shares of common stock were outstanding at December 31 201 4 201 3 and 201 2 but were not included in the computation of diluted EPS because the options exercise price was greater than the average market price of the common shares for each period

Notes to Consolidated Financial Statements

XIV Fair Val u e Measurements

ASC Topic 820 Fair Value Measurements defines fair value as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market parshyticipants at the measurement date Topic 820 also specifies a fair value hierarchy which requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value The standard describes three levels of inputs that may be used to measure fair value

Level i Quoted prices in active markets for identical assets Level 2 Observable inputs other than Level i prices such

as quoted prices for similar assets quoted prices in markets that are not active or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities

Level 3 Unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets

Following is a description of the valuation methodologies and inputs used for assets and liabilities measured at fair value on a recurring basis and recognized in the accompanying balance sheets as well as the general classification of such assets and liabilities pursuant to the valuation hierarchy

Securities Available for Sale

Securities classified as available for sale are reported at fairvalue utilizing Level 2 inputs Except for equity securities unadjusted quoted prices in active markets for identical assets are utilized to determine fair value at the measurement date which are conshysidered Level i inputs For all other securities the Corporation obtains fair value measurements from an independent pricing sershyvice The fair value measurements consider observable data that may include dealer quotes market spreads cash flows the US Treasuryyield curve live trading levels trade execution data market consensus prepayment speeds credit information and the bonds terms and conditions among other things

Certain financial assets and financial liabilities are measured at fair value on a nonrecurring basis that is the instruments are not measured at fair value on an ongoing basis but are subject to fair value adjustments in certain circumstances (for example when there is evidence of impairment) At December 3i 20i 3 other real estate owned measured at fair value was $7 5 million using a combination of observable inputs including recent appraisshyals and unobservable inputs based on customized discounting criteria Due to the significance of the unobservable inputs all other real estate owned fair values have been classified as Level 3 Rnancial assets and financial liabilities excluding impaired Joans measured at fair value on a nonrecurring basis were not significant at December 31 201 4 and 2013

The following tables summarize financial assets measured at fair value at December 31 segregated by the level of the valuation inputs within the fair value hierarchy utilized to measure fair value (Dollars in thousands)

Level 1 Level 2 Level 3 Total 20 1 4 Inputs Inputs Inputs Fair Value Recurring

$ Equity securities $ 456 $ $ 456 Securities available for sale $ $ i 27768 $ $ 1 27768

Nonrecurring $ Impaired Joans $ $ 1 069 $ 1 069

other real estate owned $ $ $ 3375 $ 3375

201 3 Recurring

$ $ Equity securities $ 2405 $ 2405 Securities available for sale $ $ i 4706i $ $ 1 4706i

Nonrecurring $ Impaired loans $ $ 91 6 $ 9 1 6

Other real estate owned $ $ $ 832 $ 832

Notes to Consolidated Financial Statements

XI Fair Value of Financial Instruments

The canying amount and fair value of the Corporations other financial instruments at December 31 are set forth below (Dollars in thousands)

Financial assets Cash and cash equivalents Restricted stock -Loans held for sale Loans net Accrued interest receivable

Financial liabilities Deposits Other borrowings Accrued interest payable

Commitments to orginate loans

Letters of credit

Lines of credit

Forward sale commitments

Carrying Amount

$ 2671 5 1 647 2432

405059 3369

$ 548940 3600

52

2014 201 3

Fair Value Carrying Amount

$ 2671 5 $ 36838 1 647 1 494 2432 5902

405027 377172 3369 2820

$ 51 3334 $ 549645 3600 4800

52 66

Fair Value

$ 36838 1 494 5902

377166 2820

$ 502487 4800

66

Notes to Consolidated Financial Statements

XV Fair Val u e of Financial Instrum ents cont

Nonrecurring Measurements Following is a description of the valuation methodologies and inputs used for assets measured at fair value on a nonrecurring basis and recognized in the accompanying balance sheets as well as the general classification of such assets pursuant to the valuation hierarchy For assets classified within Level 3 of the fair value hierarchy the process used to develop the reported fair value is described below

Other Real Estate Owned Other real estate owned (OREO) is carried at fair value Jess estimated cost to sell when the real estate is acquired Estimated fair value of OREO is based on appraisals or evaluations OREO is classified within Level 3 of the fair value hierarchy

Appraisals of OREO are obtained when the real estate is acquired and subsequently as deemed necessary by the Banks manageshyment Appraisals are reviewed for accuracy and consistency by the Bank Appraisers are selected from the list of approved appraisers maintained by management

Collateral-dependent Impaired Loans Net of ALLL The estimated fair value of collateral-dependent impaired Joans is based on the appraised fair value of the collateral Jess estimated cost to sell Collateral-dependent impaired Joans are classified within Level 3 of the fair value hierarchy

The Bank considers the appraisal or evaluation as the starting point for determining fair value and then considers other factors and events in the environment that may affect the fair value Appraisals of the collateral underlying collateral-dependent Joans are obtained when the loan is determined to be collateral-dependent and subsequently as deemed necessary by the Banks management Appraisals are reviewed for accuracy and consistency by the Bank Appraisers are selected from the list of approved appraisers mainshytained by management The appraised values are reduced by discounts to consider lack of marketability and estimated cost to sell if repayment or satisfaction of the Joan is dependent on the sale of the collateral These discounts and estimates are developed by the credit department by comparison to historical results

Notes to Consolidated Financial Statements

XV Fair Val ue of Financial Instruments cont

Unobservable (Level 3) Inputs The following table presents quantitahve information about unobservable inputs used in recurring and nonrecurring Level s fair value measurements other than goodwill (Dollars in thousands)

Other real estate owned

middot Collateral-dependent impaired loans

Other real estate owned

Collateral-dependent impaired loans

Fair Value at 123 114

$ 3375

$ 1 069

Fair Value at 123113

$ 832

$ 91 6

Sensitivity of Significant U nobservable Inputs The following is a discussion of the sensitivity of significant unobshyservable inputs the interrelationships between those inputs and other unobservable inputs used in recurring fair value measureshyment and of how those inputs might magnify or mitigate the effect of changes in the unobservable inputs on the fair value measurement

The following follows the Fair value table The following methods were used to estimate the fair value of all other financial instruments recognized in the accompanying balshyance sheet at amounts other than fair value

Cash and Cash Equivalents The carrying amount approximates fair value

Loans Held For Sale The carrying amount approximates fair value due to the insigshynificant time between origination and date of sale The carrying amount is the amount funded and accrued interest

Loans

Fair value is estimated by discounting the future cash flows using the market rates at which similar notes would be made to borshyrowers with similar credit ratings and for the same remaining maturities The market rates used are based on current rates the Bank would impose for similar loans and reflect a market parshyticipant assumption about risks associated with nonperformance illiquidity and the structure and term of the loans along with local economic and market conditions

Restricted Stock Fair value is estimated at book value due to restrictions that limit the sale or transfer of such securities

Valuation Unobservable Range Technique Inputs (Weighted

Market comparable Comparability Average)

properties adjustments () Not available

Market comparable Marketability properties discount 1 0 - 1 5 (1 2)

Valuation U nobservable Range Technique Inputs (Weighted

Market comparable Comparability Average)

properties adjustments () Not available

Market comparable Marketability properties discount 1 0 - 1 5 (1 2)

Accrued Interest Receivable and Payable

The carrying amount approximates fair value The carrying amount is determined using the interest rate balance and last payment date

Deposits and Other Borrowings Fair value of term deposits is estimated by discounting the future cash flows using rates of similar deposits with similar maturities The market rates used were obtained from a knowledgeable independent third party and reviewed by the Corporation The rates were the average of current rates offered by local competishytors of the bank subsidiaries

The estimated fair value of demand NOW savings money marshyket deposits and other borrowings is the book value since rates are regularly adjusted to market rates and amounts are payable on demand at the reporting date

Commitments to Originate Loans Forward Sale Commitments Letters of Credit and Lines of Credit The fair value of commitments to originate loans is estimated using the fees currently charged to enter into similar agreements taking into account the remaining terms of the agreements and the present creditworthiness of the counterparties For fixedshyrate loan commitments fair value also considers the difference between current levels of interest rates and the committed rates

The fair value of commitments to sell securities is estimated based on current market prices for securities of similar terms and credit quality

The fair values of letters of credit and lines of credit are based on fees currently charged for similar agreements or on the estimated cost to terminate or otherwise settle the obligations with the counterparties at the reporting date

Notes to Consolidated Financial Statements

XVI Accumul ated Comprehensive Income (Loss)

The components of accumulated other comprehensive income loss) included in stockholders equity are as follows (Dollars in thousands)

Net unrealized gains (Joss) on available for sale securities Tax effect Net-of-tax amount

20 1 4

$ 766 (260)

$ 506

2013

$ (871) 296

$ (575)

Amounts reclassified from accumulated other comprehensive income and the affected line items in the statements of income during the years ended December 31 were as follows

Affected line item in 20 1 4 2013 2012 the statements of

income

Net realized gains of Unrealized gains on securities available for sale $ 368 $ 434 $ 2084 sales of available for-sale

securities

Tax effect (1 26) (i 48) (709) Income taxes Total reclassification out of accumulated other comprehensive income $ 242 $ 286 $ 1 375 Net reclassified

amount

XVII Goodwill and Acquired Intangible Assets

The Corporations goodwill and intangible assets are as follows There was no Impairment of goodwill or intangible assets in 2014 or 2013 (Dollars in thousands)

20 1 4 2013

Goodwill $ 3265 $ 3265 Core deposit intangibles $ 1 805 $ 1 805 Non-compete agreement 375 375 Intangible assets 21 80 2 180 Less accumulated amortization 2 180 2090

Total intangible assets $ $ 90

Aggregate amortization expense for years ended December 31 2014 201 3 and 201 2 was $90 $181 and $1 80 thousand respectively

XVI II Subsequent Events

Management evaluated subsequent events through February 27 201 5 the date the consolidated financial statements were available to be issued Events or transactions occurring after December 31 2014 but prior to February 27 2015 that provided additional evidence about conditions that existed at December 31 2014 have been recognized in the consolidated financial statements for the year ended December 31 2014 Events or transactions that provided evidence about conditions that did not exist at December 31 201 4 but arose before the consolidated financial statements were available to be issued have not been recognized in the consolidated financial statements for the year ended December 31 2014

This information is an Integral part of the accompanying consolidated financial statements

Independent Auditors Report

CPAs amp Advisors

Board of Directors

NI Bancshares Corporation

Sycamore Illinois

We have audited the accompanying consolidated financial statements of NI Bancshares Corporation which comprise

the consolidated balance sheets as of December 3 1 2014 and 2013 and the related consolidated statements of income

comprehensive income (loss) stockholders equity and cash flows for the years ended December 3 1 2014 2013 and 2012 and the related notes to the consolidated financial statements

Managements Responsibility for the Financial Statements

Management is responsible for the preparation and fair presentation of these consolidated financial statements in accordance

with accounting principles generally accepted in the United States of America this includes the design implementation and

maintenance of internal control relevant to the preparation and fair presentation of consolidated financial statements that are

free from material misstatement whether due to fraud or error

Auditors Responsibility

Our responsibility is to express an opinion on these consolidated financial statements based on our audits We conducted our

audits in accordance with auditing standards generally accepted in the United States of America Those standards require that

we plan and perform the audit to obtain reasonable assurance about whether the consolidated financial statements are free from material misstatement

An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the consolidated

financial statements The procedures selected depend on the auditors judgment including the assessment of the risks of material misstatement of the consolidated financial statements whether due to fraud or error In making those risk

assessments the auditor considers internal control relevant to the Corporations preparation and fair presentation of the

consolidated financial statements in order to design audit procedures that are appropriate in the circumstances but not for

the purpose of expressing an opinion on the effectiveness of the Corporations internal control Accordingly we express no

such opinion An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of

significant accounting estimates made by management as well as evaluating the overall presentation of the consolidated

financial statements

We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion

Opinion In our opinion the consolidated financial statements referred to above present fairly in all material respects the financial position of NI Bancshares Corporation as of December 3 1 2014 and 2013 and the results of its operations and cash flows

for the years ended December 3 1 2014 2013 and 2012 in accordance with accounting principles generally accepted in the United States of America

Decatur Illinois February 27 2015

PRESID ENT I CEO Michael A Cullen

BUSI NESS BANKING Charles C Kaiser Senior Vice President - Business Banking

Michael A Hawley Senior Vice President - Senior Commercial Loan Officer

Grant M Goltz Vice President - Commercial Loan Officer

Lucas G Goucher Vice President - Commercial Loan Officer

Nicholas D Lee Vlce President - Commercial Loan Officer

Robert W Mason Vice President - Commercial Loan Officer

Timothy J Meyer Vice President - Commercial Loan Officer

Sheela Prahlad Vice President - Commercial Loan Officer

CREDIT D EPARTMENT

Karen A Kuppler Senior Vice President - Chief Credit Officer

Gerald W Brantner Vice President - Senior Collector

CONSUM ER BANKING RESIDENTIAL LENDING ORIGINATION

Mark R ODell Vice President - Senior Retail Loan Officer

CONS U M ER BANKING Bradley V Brown Senior Vice President - Consumer Banking (Security Officer)

Terrence M Duffy Senior Vice President - Consumer Banking Division Manager

Ishmael M McGhee Vice President - Consumer Banking Division Manager

Frank P Turza Vice President - Consumer Banking Division Manager

Directory of NBamp T

TRUST D EPARTMENT R David Van Buren Senior Vice President - Trust amp Investments

Stephen J Colianni Vice President -Trust Investment Officer

Stephen G Corcoran Vice President - Employee Benefits Manager

Karen J Daleo Vice President - Trust Tax Manager amp Assistant Secretary

James J Dombek Vice President - Personal Trust Manager amp Secretary

Kathryn J Johnson Vice President -Trust Administrator

Thomas M Sullivan Vice President - Trust Administrator

Carolyn S Swafford Vice President - Trust Administrator

FAR M SERVIC E DEPARTM ENT Scott R Pumroy Vice President - Farm Service Department Manager

OPERATIONS D EPARTMENT

Michelle R Carlson Vice President - Operations

Hien Van Do Vice President - Core Banking Systems Administrator

ACCOUNTING DEPARTM ENT David N McCoy Senior Vice President - Chief Financial Officer

BRAND amp MARKETING Tami J Armstrong Vice President - Brand amp Marketing

H U MAN RESOU RCES Samantha J Dailey Vice President - Human Resources

AUDITING DEPARTMENT Sarah M Taylor Vice President - Internal Audit

EXHIBIT 2A

NI BANCSHARES CORPORATIONS ORGANIZATIONAL CHART

NI BANCSHARES CORPORATIO N

230 W STATE ST SYCAMORE IL 601 78

State of Incorporation = Delaware

1 00

THE NATIONAL BAN K amp TRUST COMPANY OF SYCAMORE

230 W STATE ST SYCAMOR_E IL 601 78

hsults A list of branches for your depostorv nstftution NATIONAL BANK amp TRUST COMPANY OF SYCAMOftE THE (ID_RSSO 534345)

This depository fnstltutlon fs held by NI BANCSHARES CORPORATION (1827893) of SYCAMORE IL

The data are as of 12312014 Data reflects Information that was received and procMsed through 01072JJ1S

Reconciliation and YerfCtton Steps

1 In the Data Action column of each brmch row enter one or more of the actions specifild hilow 2 If required enter the date In the Effective te column

Actions

OK If the branch Information Is COfTect enter OK in the Data Action column

Chan1e If the branch Information Is incorrlCt or Incomplete revrse the data enter Change In the Data Action column and the date when this lnformaUon first beame valid Jn the Etfedive Oatbull column

Cose If a branch llsted was sold or closed enter dose In the Data Action column and thl ule or closure date In the Effective Date column Delete If a branch listed was never owned by th(s depository Institution enter Delltl In thl Oatbull Action column

Add lfa reportable branch Is missing Insert a row add the branch data and enter Add in thl Data Action column and the opening or acquisition date In the Effective Date laquo)lumn

If printing this lrst you may need to adjust your page setup in MS Excel Try uslng landscape orientation p1ae scaling andor liegal sl1ed pa pier

Submission Procedure

When you a finiihed send a savied copy to your FRB contact See the det1iled lmtructions on this site for more Information

If vou are ie-malllng this to your FRB contAct put your Institution name dtyand state In thie subjtct line of the e-mail

Note To satisfy the FR YmiddotlO portln1 rirements you must also submit FR Ymiddot10 Oomes-tic Branch Schedules for each bninch with a Ot Attlon of nae Close Deletl or Add

The FR fmiddotlO rieport may be submitted in a hardcopy format or via the FR Y-10 Online application middot httpsylOonlinefederalreservegov

bull FDIC UNINUM Office Number and ID_RSSD columns are for reference only Verification of these values Is not required

- Effecdw Ote Branch Service Type Bnnch ID Rssobull Popular Name Street Address City NATIONAL BANK amp TRUST COMPANY Of

OK Fun servlCI (Head Offitt) 53045 SYCAMORE THE 230 WEST STATE STREET SYCAMORE

OK Full Service 3310232 2290 SYCAMORE ROAD OfFICE 2290 SYCAMORE ROAD DEKALB

OK Full lce 3735255 BANCO NBampT BRANCH 1029 PLEASANT STREET DEKALB

OK Fullservice 354132 NSampT SQUARE BRANCH 130 WEST LINCOLN HIGHWAY DEKAlB

OK Full Service 3735246 ELBURN BRANCH 930 NORTH MAJN STREET ELBURN

OK Full Service 3310241 GENOA BRANCH 601 PEARSON DRIVE GfNOA

OK Full service 2192507 200 NORTH MAIN STREET OfFICE 200 NORTH MAIN STREET UtANO

OK full Service 4394873 SANDWlCH BRANCH 321 E OIURCH STREET SANDWlCH

OK Fullice 2D8577S SERENA BRANCH US HIGHWAY 52 SOMONAUK ROAD SERENA

OK Full Service 2431457 1425 DEKAl8 AVENUE BRANCH 1425 DEKALB AVENUE SYCAMORE

St1te

IL

IL

IL

IL

IL

IL

IL

IL

IL

IL

Zip Code Countv

60178 DEKALB

60US DEKALB

60115 DEKALB

60U5 DEKALB

60119 KANE

60135 DEKALB

60531 IASAllE

60548 DEKALB

60549 LA SAUE

60178 DEKALB

Country FDIC UNINUMbull Office Numberbull Hbullad Office Head Office ID_RSSD Comments

NATIONAL BANK amp TRUST COMPANY Of

UNITED STATES 6414 0 SYCAMORE THE 534345 NATIONAL BANK amp TRUST COMPANY OF

UNITED STATES 221714 2 SYCAMORE THE 534345 NATIONAL BANK amp TRUST COMPANY Of

UNITpound0 STATES 475977 9 SYCAMORE THE 534345

NATIONAL BANK amp TRUST COMPANY OF

UNITED STATES 10484 5 SYCAMORE THE 534345 NATIONAL BANK amp TRUST COMPANY OF

UNITED SfATES 475976 8 SYCAMORE THE 534345

NATIONAL BANK amp TRUST COMPANY OF

UNITED STATES 424666 4 SYCAMORE THE 534345 NATIONAL BANK amp TRUST COMPANY OF

UNITED STATES 237859 7 SYCAMOftE THE 534345 NATIONAL BANK amp TRUST COMPANY Of

UNITED STAttS 530108 10 SYCAMORE THE 534345 NATIONAL BANK amp TRUST COMPANY Of

UNITED STATES 2318S8 6 SYCAMORE THE 534345 NATIONAL BANK amp TRUST COMPANY OF

UN ITED STATES 264332 1 SYCAMORE THE 534345

Re ort Item 3 Securities Holders

FR Y-6

NI Bancshares Corporation

Sycamore IL

Fiscal Year Ending December 3 1 201 4

Current Securities Holders with ownership control or holdings of 5 or more with power to vote as-of fiscal year end

Securities Holders not listed in 3(1 )(a) through (3)(1 )(c) that had

ownership control or holdings of 5 or more with power to vote

during the fiscal year

(1 )(a)

Name amp Address (City

State Country)

James W Dutton

Tulsa OK USA

Jane Danielson

Freeport ME USA

Anne Pick

St Paul MN USA

(1 )(b)

Country of

Citizenship or

Incorporation

USA

USA

USA

(1 )(c) Number and

Percentage of Each

Class of Voting

Securities

62324 shares 594

84563 shares 806

88480 shares 843

(2)(a) (2)(b)

Country of

Name amp Address Citizenship or

(City State Country) Incorporation

(2)(c) Number and

Percentage of Each

Class of Voting

Securities

FA Y--6

NI Bancshares Corporation Sycamore ll

Ascal Year Ending December 311 2014

(1) (2) (3)(bull) (3)(b) (3)(o) (4)(bull) (4)(b) (4)(o) Percentage of List names of other companies

Percentage of Voting Securities Includeamp partnerships) If 25 or more Voting Securities ln Subsidiaries of voting securftles are held (list

Names amp Address Principal Occupation II other than Title amp Position with Title amp Position with Subsidiaries Title amp Position with Other Businesses Jn Holding (Include names names ol companies and percentage of

(City State Country) with Holding Company Holding Company (Include names of subsidiaries) (Include names ol other businesses) Company of subsidiaries) voting securltles held)

Michael A Cullen NIA Director President amp CEO Director President amp CEO NIA 018 None NIA Sycamore IL USA The National Bank amp Trust

Company of Sycamore

Richard N Anderson President - Anderson Director Director President 159 None Anderson Funeral Home Ltd (100) DeKalb JL USA Funeral Home Ltd The Natrona[ Bank amp Trust Anderson Funeral Home Ltd

Company of Sycamore

John H Boles NIA Director Retired Trust Officer NIA 149 None NIA Sycamore IL USA The National Bank amp Trust

Company of Sycamore

Evelina J Cichy Retired Vice President of Instruction Director Director NA 015 None NIA DeKalb IL USA Klshwaukee College The Natrona Bank amp Trust

Company of Sycamore

James W Dutton CFO Macrosolva lnc Chairman of the Board Chairman of the Board CFO Macrosolve lnc 594 None NIA Tulsa OK USA The Natonal Bank amp Trust

Company of Sycamore

Robert B Johnson Partner - Johnson Farms Director Director Partner 063 None Johnson Farms (40) DeKalb IL USA The National Bank amp Trust Johnson Farms

Company of Sycamore

Robert C Johnson NIA Director Director NIA 034 None NIA DeKalb IL USA The National Bank amp Trust

Company of Sycamore

Kevin P Poorten President amp CEO - Kish Health Syse Director Director NA 005 None NIA DeKalb IL USA The National Bank amp Trust

Company of Sycamore

Douglas C Roberts Private Investor Director Director PresidentmiddotZea mays Holdings LLC 382 None Zea mays Holdngs LLC (100) Sycamore IL USA The National Bank amp Trust

Company of Sycamore

Tmothy P Suter President amp CEO - Suter Company Director Director NA 002 None NIA Sycamore IL USA The Natlonal Bank amp Trust

Company of Sycamore

Report lem 4 Insiders -PAGE 2 of 2

Tami Armstrong NIA NIA VP Brand amp Marketng NIA 0005 None NIA Sycamore IL USA The Natonal Bank amp Trust

Company of Sycamore

Bradley V Brown NIA NIA SVP Consumer Banking NIA 0004 None NIA DeKalb IL USA The Natlonal Bank amp Trust

Company of Sy9amore

Michelle Carlson NIA NIA VP Operallons NIA 0004 None NIA SuQar Grove IL USA The National Bank amp Trust

Company of Sycamore

Sa_111antha J Dalley NIA NIA VP Human Resources NIA 0003 None NIA Sycamore IL USA The National Bank amp Trust

Company of Sycamore

James Dombek NIA NIA VP Personal Trust Manager NIA 0002 None NIA Sycamore IL USA The National Bank amp Trust

Company of Sycamore

Michael Hawley Geneva IL USA NIA NIA Sr VP Sr Commercial Loan Officer NIA 0005 None NIA

The Natfonal Bank amp Trust Company of Sycamore

Charles C Kaiser NIA NIA Sr VP Senior Lending Officer NIA 0007 None NIA Sycamore IL USA The National Bank amp Trust

Company of Sycamore

Karen Kupper NIA NIA SVP Chief Credit Offcer NIA 0003 None NIA Hinkley IL USA The Natonal Bank amp Trust

Company of Sycamore

Davld N McCoy NIA Treasurer SVP Chief Flnanclitl Officer NIA 0006 None NIA South Elgin IL USA The Natlonal Bank amp Trust

Company of Sycamore

Mark ODell NIA NIA VP Sr Residentlal loan Officer NIA 0000 None NIA Aurora IL USA The National Bank amp Trust

Company of Sycamore

A David VanBuren NIA NIA SVP Trust amp Investments NIA 0005 None NIA Sycamore IL USA The National Bank amp Trust

Company of Sycamore

  • FR Y-6 Cover Page
  • Report Item 1 Annual Report to Shareholders
  • Report Item 2a Organization Chart
  • Report Item 2b Domestic Branch Listing
  • Report Item 3 Securities Holders
  • Report Item 4 Insiders
Page 7: Annual Report of Holding Companies-FR Y-6/media/others/banking/...consistent and deliberate in implementing our strategic initiatives. In addition to our loan growth, our trust assets

To our Stockholders

We are pleased to present you with the 201 4 financial results for NI Bancshares Corporation and our subsidiary The National Bank amp Trust Company of Sycamore (NBampT) We continue to make sure and steady progress within an industry that is still challenged by the economy and the increased scrutiny within the regulatory environment

NBampT continues to be the market share leader in DeKalb County for deposits trust assets under management and mortgage loans originated Our strategic sales and growth initiatives are solid and the resultant increase in relationships is encouraging We continue to solidify our balance sheet from a quality perspective while actively positioning our assets and liabilities for an eventual increase in the economys interest rates The timing of interest rate hikes is unknown but we firmly believe that the propensity for rates to climb is greater than rates falling lower It is important that we operate within our risk tolerances and not take on additional risks for the sake of short term earnings

We are pleased that loans and loans held for sale increased over 6 to $407 million at the end of 201 4 We are increasing loans during a period when other banks are not while still maintaining our asset quality This is the result of our lending tearn being consistent and deliberate in implementing our strategic initiatives

In addition to our loan growth our trust assets under management grew by over $37 million and ended the year at over $700 million This is another record setting year for our Trust and Wealth Management Group The team of trust professionals is experienced and efficient while at the same time providing exceptional customer service to our clients

While earnings were up only slightly we continue to make progress in our core banking business Our Net Interest Income after provision for loan losses ended the year at $1 7 1 million which is up from $1 46 million for 2013 A negative impact to earnings was the effect the industry felt from the increase in rates on mortgage loans While we continue to be the leader in DeKalb County for mortgage loans our income from this line of business was down over $1 million year over year Another drag on earnings continues to be the costs associated from Other Real Estate Owned (OREO) as it relates to valuation write downs and carrying costs

The Bank continues to have a strong capital position which has allowed us to keep consistent with our dividend payments While there remain challenges from the regulatory environment and non-traditional competitors we are confident that we will continue to provide value for our shareholders and meet the needs of the communities we serve

This past year Chuck Sauber Bob Wildenradt and Dave Juday retired from the board of directors These directors served on the bank board for 23 years 21 years and 1 8 years respectively These directors were strong contributors from the day they walked in until the day they retired Their many contributions are appreciated and we wish them well in their new endeavors We also welcome two new directors Kevin Poorten CEO of KishHealth System and Tim Suter President and CEO of The Suter Company have joined the board and have made an immediate impact Their knowledge of the community and their business acumen will add to the strength of our already strong board of directors

Finally it is with a heavy heart that we say good bye to one of our directors who passed away in an automobile accident last fall Debra Hopkins was a true professional in the field of accountancy and touched the lives of thousands of students from her work at Northern Illinois University Debra served on our board since 2004 and was an active enthusiastic contributor The entire NBampT team will miss Debra

In closing we will continue to be diligent in the management of our resources and the oversight of those assets entrusted to us Our board our management team and our staff take those responsibilities seriously We thank you for your support and confidence

- James W Dutton Chairman of the Board

Michael A Cul len President CEO

2014 2013

For the year

Net income $ 1050 $ 976

Diluted earnings per share 100 93

Dividends declared 525 522

Dividends per share 050 050

Net interest income after provision for Joan losses 17127 14605

At year end

Total assets $ 611854 $ 611 906

Total deposits 548940 549645

Loans and Joans held for sale 407491 383074

Securities including Federal Horne Loan Bank and Federal Reserve Bank stock 129871 150961

Stockholders equity 56136 54369

Trust assets under management 700997 663726

Book value per share 5348 5183

Ratios()

Return on average core stockholders equity 20 23

Return on average assets 02 02

(Dollars in thousands except per share data)

Total assets in millions of dollars Net income in millions of dollars

$700 $7

6119 6119

$600 $6

middot$500 c $5

$400 $4 36

$300 $3

$200 $2

$100 $1

$0 $0

11 12 13 14 11 12 13 14

--

Financial Highlights

Years ended December 31

2012 2011

$ 3622 $ 1536

268 109

589 591

050 042

15991 15292

$ 592879 $ 590073

527006 515957

334246 318144

143460 141738

56272 71626

600996 574093

5421 5098

57 24

06 03

Year end stock data per share in dollars

bull BookValue $70

- Stock Price

$60 54

$40

$30

$20

$10

$0

11 12 13 14

Consolidated Balance Sheets At December 31

Assets

Cash and due from banks Interest bearing deposits in other

financial institutions

Cash and cash equivalents Securities available for sale Federal Home Loan Bank and

Federal Reserve Bank stock Loans held for sale Loans net of allowance for loan losses of

$3906 in 201 4 and $3240 in 201 3 Land premises and equipment net other real estate owned Mortgage servicing rights Goodwill Intangible assets Bank owned life insurance Accrued interest receivable and other assets

Total assets

Liabilities

Noninterest-bearing deposits Interest-bearing deposits

Total deposits

Other borrowings Accrued interest payable and other liabilities

Total liabilities

Stockholders equity

Preferred stock $50 par value 20000 shares authorized none issued

Common stock $1 25 par value 2000000 shares authorized issued 1 676425 and 1 675735 shares at December 31 201 4 and 201 3 respectively and outstanding of 1 049789 and 1 049059 respectively

Additional paid in capital Retained earnings Accumulated other comprehensive income (loss) net Treasury stock 626676 shares in 201 4 and

201 3 at cost

Total stockholders equity

Total liabilities and stock1olders equity

(Dollars in thousands) See accompanying notes to consolidated financial statements

2014

$ 1 871 5

8000

26715 1 28224

1 647 2432

405059 21 1 57

7456 2447 3265

-81 09 5343

$611854

$ 1 1 2872 436068

548940

3600 3 178

555718

-

2094 9607

72747 506

(28818)

56136

$611854

2013

$ 25838

1 1 000

36838 1 49467

1 494 5902

3771 72 21 938

7534 2524 3265

90

5682

$611906

$ 1 05652 443993

549645

4800 3092

557537

2093 9447

72222 (575)

(2881 8)

54369

$611906

Interest income

Loans Securities taxable Securities tax-exempt Interest bearing deposits

in other financial institutions

Total interest income

Interest expense

Deposits

Other borrowings

Total interest expense

Net interest income

Provision for loan losses

Net iQterest income after provision for loan losses

Noninterest income

Trust fees Income from mortgage banking Service charges on deposit accounts Realized securities gains net Other income

Total noninterest income

Noninterest expense

Salaries and employee benefits Occupancy expense FDIC Insurance Other real estate owned Other expense

Total noninterest expense

Income before income taxes

Provision for income taxes r---

------------middot-middot------ ------ _Net incdeg=-

- __ _ _ ___ _ _ ___ _ _ ___ _ _ _ ____ _ Basic earnings per share Diluted earnings per share

(Dollars in thousands) See accompanying notes to consolidated financial statements

2014

$ i S371 1 491

775

1 04

20741

21 1 4

1 50

2264

1 8477

1 350

1 7 1 27

4748 1 078 2095

368 1 308

9597

1 3283 3252

524 1 582 6943

25584

1 1 40 90

$ _ 10_50

$ 1 00 $ 1 00

Consolidated Statements of Income Years ended December 31

2013 201 2

$ 1 7 599 $ 1 8233 1 354 2038

764 767

205 251

1 9922 21 289

2882 3493

1 92 34

3074 3527

1 6848 1 7762

2243 1 771

1 4605 1 5991

4662 5025 21 57 2403 1 997 1 754

434 2084 1 1 93 945

1 0443 1 2211

1 2789 1 2787 3049 281 4

5 17 668 1 430 640 5915 5778

23700 22687

1 348 551 5 372 1 893

$ 976 $ 3622

$ 94 $ 268 $ 93 $ 268

Consolidated Statements of Comprehensive Income (Loss) At December 31

Net income

Other comprehensive income (loss)

Unrealized appreciation depreciation) on available for sale securities net of taxes of $682 $(1 1 7 4) and $3 for 201 4 2013 and 201 2 respectively

Less reclassification adjustment for realized gains included in net income net of taxes of $1 26 $1 48 and $709 for 201 4

2014

$ 1050

$ 1 323

201 3 and 201 2 respectively 242

$ 1 081

Comprehensive income (loss) $ 2 131

(Dollars in thousands See accompanying notes to consolidated financial statements

2013

$ 976

$ (2280)

286

$ 2566)

$ (1590

2012

$ 3622

$ 5

middot1 375

$ (1 370)

$ 2252

Common Stock

Balances at December 31 2011 $ 2049

Net income Other comprehensive income (loss) Purchase of 392663 shares of

treasury stock Exercise of 24502 stock options 30 Stock compensation - Directors 2 Stock compensation expense Cash dividends declared

$50 per share

Balances at December 31 2012 2081

Net income Other comprehensive income (loss) Exercise of 667 stock options Stock compensation expense Cash dividends declared

$50 per share Issuance of restricted stock 11

Balances at December 31 2013 2093

Net income Other comprehensive income (loss) Exercise of 1000 stock options Stock compensation expense Cash dividends declared

$50 per share

Balances at December 31 2014 $ 2094

(Dollars in thousands) See accompanying notes to consolidated financial statements

Consolidated Statements of Stockholders Equity Years ended December 31

Additional Accumulated Other Total

Paid In Retained Comprehensive Treasury Stockholders

Capital Earnings Income (Loss) Net Stock Equity

$ 8237 $ 68735 $ 3361 $ (10756) $ 71626

3622 3622 (1370) (1370)

(18062) (18062) 865 895

35 37 113 1 13

(589) (589)

9250 71768 1991 (28818) 56272

976 976 (2566) (2566)

21 22 187 187

(522) (522) (11)

9447 72222 (575) (28818) 54369

1 050 1050 1081 1081

31 32 129 129

(525) (525)

$ 9607 $ 72747 $ 506 $ (28818) $ 56136

Consolidated Statements of Cash Flows Years ended December 3i

Cash flows from operating activities

Net income Adjustments to reconcile net income to net cash from operating activities

Amortization and accretion of securities Amortization of intangibles Realized security gains net Depreciation Loss (gain) on sale of premises and equipment Gain on sales of loans Loss on sale and valuation adjustments

of other real estate owned (Increase) decrease in mortgage loans held for sale Amortization of mortgage servicing rights Deferred tax benefit Stock compensation expense net Provision for loan losses (Increase) decrease in interest receivable and other assets Increase (decrease) in interest payable and other liabilities

Net cash provided by operating activities

Cash flows from investing activities

Redemption of FHLB stock Securities available for sale

Proceeds from sales Proceeds from maturities and calls Purchases

Sale of other real estate owned Increase in loans net Purchases of premises and equipment Proceeds from sale of premises and equipment Purchase of bank-owned life insurance

Net cash used by investing activities

Cash flows from financing activities

Proceeds from (repayment 01) holding company borrowing Net increase (decrease) in deposit activities Cash dividends paid Purchases of treasury stock Exercise of stock options

Net cash provided (used) by financing activities Net change in cash and cash equivalents Cash and cash equivalents at beginning of year Cash and cash equivalents at end of year

Supplemental cash flows information

Interest paid Income taxes paid Transfer from loans to other real estate owned

(Dollars in thousands middotsee accompanying nofes to consolidated financial middotstatements

$

$

$ $ $

2014

i 050

56i 90

(368) i 449

-(990)

i 82i 4i29

408 60

i 29 i 350

948 (i i 39) 9498

-

23322 27735 (28523)

2289 (33269)

(838) 1 70

(8 i 09) (1 7223)

(i 200) (705) (525)

-32

(2398) (i0i 23) 36838 267i 5

2278 74i

4032

2013 2012

$ 976 $ 3622

i 037 i i 76 i 8i i 80

(434) (2084) i 373 i 057

i (3) (2636) (34i 5)

i 029 i 058 2i37 (264)

506 i Oi 2 i 96 (68) i 87 i i 3

2243 i 77i 9i) 4i 9

i 969 i 904 8674 6478

847

21662 38789 38844 37290 (72497) (79835)

875 i 772 (57900) (1627 4)

(i i 22) (5942) 25 526

(70i i 3) (22827)

(i 200) 6000 22639 1 i 049

(522) (589) (i 8062)

22 932 20939 (670) (40500) (i 70i 9) 77338 94357

$ 36838 $ 77338

$ 3i18 $ 3589 $ i i 73 $ 2249 $ 51 67 $ 76i

Notes to Consolidated Financial Statements

f Summary of Significant Accounting Policies

PRINCIPLES OF CONSOLIDATION The consolidated financial statements of NJ Bancshares Corporation (the Corporation) include the accounts of the Corporation and its wholly owned subsidiary The National Bank amp Trust Company of Sycamore (the Bank) Significant intercompany transactions and accounts have been eliminated in consolidation

NATURE OF OPERATIONS The Bank provides a variety of financial services to individuals and businesses in DeKalb LaSalle and Kane Counties through its ten locations Branch offices include two locations in Sycamore three locations in DeKalb and one location in each of the towns of Elburn Genoa Leland Serena and Sandwich The Banks primary deposit products are checking accounts interestshybearing savings accounts certificates of deposit and individual retirement accounts The Banks primary lending products are commercial Joans real estate Joans and consumer Joans The Bank also maintains a trust department and originates residential mortgage Joans for sale in the secondary market The Bank is nationally chartered Deposits up to $250000 are insured by the Federal Deposit Insurance Corporation The Bank is subject to the regulations and supervision of the Office of the Comptroller of the Currency The Corporation is subject to the regulations and supervision of the Feder-al Reserve Bank

USE OF ESTIMATES The preparation of financial statements in conformity with accounting principles generally accepted in the United States (GAAP) requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of income and expense during the reporting period Actual results could differ from those estimates Material estimates that are particularly susceptible to significant change in the near term relate to the valuation of the allowance for Joan losses the valuation of other real estate owned the classification and valuation of securities the determination of fair values of financial instruments the impairment of goodwill and intangibles mortgage servicing rights and the status of contingencies

SIGNIFICANT CONCENTRATIONS OF CREDIT RISK Most of the Corporations activities are with customers located within the Illinois counties of DeKalb LaSalle and Kane Note I l l discusses the types of lending in which the Corporation is engaged The Corporation does not have any significant concentrations to any one industry customer or geographic location

CASH AND CASH EQUIVALENTS For purposes of reporting cash flows cash and cash equivalents include cash on hand amounts due from banks and federal funds sold Generally federal funds are sold and purchased for one-day periods Customer deposit and loan activities are reported on a net basis

At December 3i 20i 4 the Corporations cash accounts exceeded federally insured limits by approximately $1 i 973 thousand

SECURITIES Securities classrfied as available for sale are those debt or equity securities that the Bank intends to hold for an unspecified period of time but not necessarily to maturity Unrealized gains or losses are reported as increases or decreases in a separate component of stockholders equity net of the related deferred tax effect

The amortization of premiums and the accretion of discounts on securities are deducted from and added to interest income Realized gains or losses on sales of securities are determined using the specific-identification method Securities are written down to fair value when a decline in fair value is not temporary

Declines in the fair value of securities below their cost that are other than temporary are reftected as realized losses In estimating other-than-temporary losses management considers (i) the length of time and extent that the fair value has been Jess than cost (2) the financial condition and near term prospects of the issuer and (3) the intent of the Corporation to not sell the security or whether it is more likely than not that the Corporation will be required to sell the security before its anticipated recovery

During 201 4 201 3 and 201 2 the bank initiated a strategy to sell certain held for sale investment securities and subsequently reinvest the proceeds of those into similar held for sale investment securities The strategy included extending the weighted average maturity of a portion of the portfolio for interest rate risk purposes and accelerated the recognition of income from the portion that was sold As a result there was a gain of the sale of those securities of $368 $434 and $2084 thousand gross before taxes respectively

RESTRICTED STOCK The Bank as a member of the Federal Home Loan Bank of Chicago (FHLB) is required to maintain an investment in the capital stock of the Federal Home Loan Bank T he Bank also maintains an investment in the capital stock of the Federal Reserve Bank (FRB) For financial reporting purposes such stock is carried at cost which approximates fair value based on the redemption provisions of each institution

LOANS HELD FOR SALE Real estate loans originated and intended for sale in the secondary market are carried at the lower of cost or fair value in the aggregate as determined by outstanding commitments from investors Net unrealized losses if any are recorded as a valuation allowance and charged to earnings

Mortgage loans held for sale are generally sold with servicing rights retained The carrying value of mortgage loans sold is reduced by the cost allocated to the servicing right Gains or losses on sales of mortgage loans are based on the difference between the selling price and the carrying value of the related loan sold

Notes to Consolidated Financial Statements

SERVICING RIGHTS Servicing rights are recognized as assets for the allocated value of retained servicing rights on sold loans Servicing rights are expensed in proportion to and over the period of estimated net servicing revenues Impairment is evaluated based on the fair value of the rights using groupings of underlying loans as to loan term rate and then as to loan type Fair value is based upon discounted cash flows using market based assumptions Any impairment is reported as a valuation allowance to the extent that fair value is Jess than the capitalized amount

LOANS Loans are stated at the amount of unpaid principal net of unearned income and the allowance for loan losses Interest on loans is accrued daily and is computed on the principal balance outstanding

Loan origination fees net of certain direct organization costs are deferred and recognized as an adjustment of the yield of the related loans

In general interest income on mortgage and commercial loans is discontinued at the time the loan is 90 days delinquent unless the loan is well secured and in process of collection Consumer loans are typically charged off no later than 180 days past due In all cases loans are placed on non-accrual or charged-off at an earlier date if collection of principal or interest is considered doubtful

All interest accrued but not received for the loans placed on nonshyaccrual are reversed against interest income Interest received on such loans is accounted for on the cash basis or cost-recovery method until qualifying for return to accrual Loans are returned to accrual status when all the principal and interest amounts contractually due are brought current and future payments are reasonably assured

ALLOWANCE FOR LOAN LOSSES The allowance for loan losses is maintained at a level considered adequate to provide for probable incurred loan losses Allowances for impaired loans are generally determined based on collateral values or the present value of estimated cash flows discounted at the loans effective interest rate The allowance is increased by provisions charged to operating expense and reduced by net charge-offs Loans are charged off to the allowance for loan losses when and to the extent that they are deemed uncollectible by management Management makes continuous credit reviews of the loan portfolio and considers current economic conditions historical loan loss experience and other factors in determining the adequacy of the allowance

Allocations of the allowance may be made for specific loans but the entire allowance is available for any loan that in managements judQrnent should be charged off

The allowance consists of specific and general components The specific component relates to loans that are individually classified as impaired or loans otherwise classified as substandard or doubtful The general component covers non-classified loans and is based on historical loss experience adjusted for current factors

A loan is impaired when full payment under the Joan terms is not expected Commercial and commercial real estate loans are individually evaluated for impairment If a Joan is impaired a portion of the allowance is allocated so that the loan is reported net at the present value of estimated future cash flows using the loans existing rate or at the fair value of collateral if repayment is expected solely from the collateral Large groups of smaller balance homogeneous loans such as consumer and residential real estate loans are collectively evaluated for impairment and accordingly they are not separately identified for impairment disclosures

LAND PREMISES AND EQUIPMENT Land is stated at historical cost Premises and equipment are stated at cost less accumulated depreciation Depreciation is computed principally on the straight-line method over the estimated useful lives of the assets These assets are reviewed for impairment when events indicate the carrying amount may not be recoverable

OTHER REAL ESTATE OWNED Real properties acquired through or in lieu of loan foreclosure are to be sold and are initially recorded at fair value less the cost to sell at the date of the foreclosure establishing the new cost basis After foreclosure valuations are periodically performed by management and the real estate is carried at the lower of carrying amount or fair value less the estimated cost to sell Revenue and expenses from the operations changes in the valuation of the property and gain or loss on the disposition of the property are included in other expenses or other income as incurred

EARNINGS PER SHARE Basic earnings per share is calculated based on weightedshyaverage common shares outstanding Diluted earnings per share includes the dilutive effect of additional potential common shares issuable under stock options and restricted stock awards

GOODWILL AND INTANGIBLE ASSETS Goodwill results from business acquisitions and represents the excess of the purchase price over the fair value of acquired tangible assets and liabilities and identifiable intangible assets Goodwill and indefinite-lived intangibles are evaluated annually for impairment or more frequently if impairment indicators are present A qualitative assessment is performed to determine whether the existence of events or circumstances leads to a determination that it is more likely than not the fair value of the reporting unit or indefinite-lived intangible asset is Jess than its carrying amount If based on the evaluation it is determined to be more likely than not that the fair valued is less than the carrying value then the goodwill or indefinite-Jived intangible is tested further for impairment If the implied fair value of goodwill or the fair value of the indefinite-lived intangible is lower than their carrying amounts an impairment loss is recognized in an amount equal to the difference Subsequent increases in goodwill value

- are not recognized in the financial statements

Intangible assets consist of core deposits arising from a whole bank acquisition They are initially measured at fair value and then are amortized over their estimated useful lives These assets are reviewed for impairment when events indicate the carrying amount may not be recoverable

Notes to Consolidated Financial Statements

LOAN COMMITMENTS AND RELATED FINANCIAL INSTRUMENTS Financial instruments include off-balance sheet credit instruments such as commitments to make loans and commercial letters of credit issued to meet customer financing needs The face amount for these items represents the exposure to loss before considering customer collateral or ability to repay Such financial instruments are recorded when they are funded

IMPAIRMENT OF LONG-LIVED ASSETS The Corporation reviews long-lived assets for impairment whenever events or changes in circumstances indicate the carrying amount of an asset may not be recoverable Recoverability of assets to be held and used is measured by a comparison of the carrying amount of an asset to future undiscounted net cash flows expected to be generated by the asset If such assets are considered to be impaired the impairment to be recognized is measured by the amount by which the carrying amount of the assets exceeds the fair value of the assets Assets to be disposed of are reported at the lower of carrying amount or fair value less costs to sell

TRANSFERS OF FINANCIAL ASSETS Transfers of financial assets are accounted for as sales when control over the assets has been surrendered Control over transferred assets is deemed to be surrendered when (1 ) the assets have been isolated from the Corporation (2) the lransferee obtains the right (free of conditions that constrain it from taking advantage of that right) to pledge or exchange the transferred assets and (3) the Corporation does not maintain effective control over the transferred assets through an agreement to repurchase them before their maturity

TRUST ASSETS AND FEES Assets of the Trust Department are not included in these consolidated financial statements because they are not assets of the Corporation or the Bank Fee income generated from trust services is primarily recorded on the accrual method

INCOME TAXES Deferred income taxes are provided on temporary differences between financial statement and income tax reporting Temporary differences are differences between the amounts of assets and liabilities reported for financial statement purposes and their tax bases

Deferred tax assets are recognized for temporary differences that will be deductible in future years tax returns and for operating loss and tax credit carryforwards Deferred tax assets are recognized only if it is more likely than not that the tax position will be realized or sustained upon examination by the relevant taxing authority A tax position that meets the more-likely-thanshynot recognition threshold is initially and subsequently measured as the largest amount of tax benefit that has a greater than 50 percent likelihood of being realized upon settlement with a taxing authority that has full knowledge of all relevant information

Deferred tax assets are reduced by a valuation allowance if it is deemed more likely than not that some or all of the deferred tax assets will not be realized Deferred tax liabilities are recognized for temporary differences that will be taxable in future years

COMPREHENSIVE INCOME (LOSS) Comprehensive income (loss) consists of net income (loss) and other comprehensive income (loss) Other comprehensive income (loss) includes unrealized gains and losses on securities available for sale net of taxes These unrealized gains and losses net of taxes are also recognized as separate components of equity

LOSS CONTINGENCIES Loss contingencies including claims and legal actions arising in the ordinary course of business are recorded as liabilities when the likelihood of loss is probable and an amount or range of loss can be reasonably estimated Management does not believe there are matters that will have a material effect to the Corporation the Bank or the Banks Trust Department or on the fiancial statements of the Corporation

STOCK COMPENSATION PLANS Compensation cost is measured using the fair value of an award on the grant dates and is recognized over the service period which is usually the vesting period Compensation cost related to the non-vested portion of awards outstanding is based on the grant-date fair value of those awards T he Corporation has an incentive stock option plan and restricted stock awards which are described more fully in Note IX

TREASURY STOCK Common stock shares repurchased are recorded at cost Cost of shares retired or reissued is determined using the first-in firstshyout method

During 201 2 the Corporation purchased 392663 treasury shares This was primarily accomplished through two transactions the first involving a negotiated purchase of shares from certain members of the Dutton Family and their affiliates and the second involving a tender offer with our shareholders These treasury shares were all repurchased at $46 per share a discount to the current book value per share Detailed information related to these transactions was provided to stockholders in an Offer to Purchase dated November 1 201 2 The total cost to capital of the Corporation was $1 6940 thousand for these treasury shares

Notes to Consolidated Financial Statements

II Securities

Amortized cost and fair values of securities classified as available for sale with gross unrealized gains and losses at December 31 are summarized as follows (Dollars in thousands)

US Obligations of US Government- States and Political Certificates Equity Total

Treasury Sponsored Entities Subdivisions of Deposit Securities Securities

2014 Amortized cost $ 1 4470 $ 7981 6 $ 31 728 $ 988 $ 456 $ 1 27458 Gross unrealized gains 2 536 694 1 232 Gross unrealized losses (28) (233) (205) (466)

Fair value $ 1 4444 $ 80 1 1 9 $ 32217 $ 988 $ 456 $ 1 28224

2013 Amortized cost $ 1 5007 $ 94907 $ 37030 $ 988 $ 2406 $ 150338 Gross unrealized gains 1 0 1 1 7 854 981 Gross unrealized losses (2) (926) 924) (1 852)

Fair value $ 1 501 5 $ 94098 $ 36960 $ 988 $ 2406 $ 1 49467

The fair values of debt securities classified as available for sale by contractual maturity at December 31 2014 are as follows (Dollars in thousands)

1 year or l ess Over 1-5 years Over 5-10 years Over 1 0 years Total

US Treasury $ 5000 $ 9444 $ $ $ 1 4444

US government-sponsored entities 1 7057 47722 1 5340 80 1 1 9

Obligations of states and political subdivisions 3964 9859 1 8394 3221 7

Certificates of deposit 988 988

Total $ 26021 $ 6801 3 $ 33734 $ $1 27768

Expected maturities may differ from contractual maturities because the borrowers may have the right to call or prepay obligations with or without call or prepayment penalties Other equity securities include mutual funds which have no maturity date Securities with a market value of $1 220 million and $1 21 0 million at December 31 201 4 and 201 3 respectively are pledged to secure public deposits and other purposes as required or permitted by law

middot

Amortized cost gross reaiized gains gross realized losses and saies proceeds from available for sale securities sold matured or called at December 31 are summarized as follows (Dollars in thousands)

2014 2013 2012

Amortized cost $ 50689 $ 60072 $ 73995 Gross realized gains 546 435 2093 Gross realized losses (1 78) (1 ) (9) Proceeds $ 51 057 $ ousuo $ 70UJ

Notes to Consolidated Financial Statements

I I Securities cont

The following tabes present investments gross unrealized losses and fair value at December 31 aggregated by Investment category and length of time that Individual securities have been in a continuous unrealized loss position Dollars In thousands)

Less Than 12 Months 12 Months or More Total Fair Value Unrealized Loss Fair Value Unrealized Loss Fair Value U n realized Loss

2014 US Treasury $ 9444 $ (28) $ $ $ 9444 $ (28) US government-

sponsored entities i 7529 (43) i 5009 (i 90) 32538 (233) Obligations of states and

political subdivisions i 983 (i7) 6475 (i 88) 8458 (205) $ 28956 $ (88) $ 2i 484 $ (378) $ 50440 $ (466)

Less Than 12 Months 12 Months or More Total Fair Value Unrealized Loss Fair Value Unrealized Loss Fair Value Unrealized Loss 2013

US Treasury $ 3994 $ (2) $ $ $ 3994 $ (2)

US government-sponsored entities 7222i (926) 7222i (926)

Obligations of states and political subdivisions i 2042 (597) 3 i30 (327) i 5i 72 (924)

$ 88257 $ (i 525) $ 3i30 $ (327) $ 9i 387 $ (1 852)

At December 3i 20i 4 37 US Treasury US government-sponsored entities and obligations of states and political subdivisions securities have an unrealized loss with aggregate depreciation of less than one-quarter percent of the Corporations amortized cost basis Management views fluctuation in agencies as temporary market fluctuations There were i 9 securities with an unrealized loss for over i 2 months The fair value is expected to recover as the bonds approach maturity The nature and quality of these investments remain adequate and continue to have a Moodys rating of an A or above as required by Bank policy Management views the losses associated with US Treasury US government-sponsored entities and obligations of states and political subdivisions securities to also be temporary market fluctuations

Notes to Consolidated Financial Statements

III Loans

Classes ofoans at December 31 include (Dollars in thousands)

2014 2013

Construction and land development $ 1 4 199 $ 1 9798 Farmland 20488 1 7397 Residential real estate 1 1 5291 1 04873 Nonresidential real estate 1 37499 1 3501 4 Agricultural production 1 2530 1 2968 Commercial 45940 41 273 Loans to individuals 57280 42883 Other 5738 6206

Total Joans and leases $ 408965 $ 38041 2 Allowance for loan losses (3906) (3240)

Total loans and leases net $ 405059 $ 377 1 72

The Bank maintains lending policies and procedures designed to focus lending efforts on the type location and duration of loans most appropriate for its business model and markets The Banks principal lending activity is the origination of residential and commercial real estate loans commercial loans consumer loans and home equity lines of credit The primary lending market is located within the Illinois counties of DeKalb LaSalle and Kane Generally loans are collateralized by assets of the borrower and guaranteed by the principals of the borrowing entity

The Board of Directors reviews and approves the Banks lending policy on an annual basis Quarterly the Board reviews the allowance for loan losses and reports related to loan production loan quality concentrations of credit loan delinquencies and non-performing and potential problem loans

The Bank does not accrue interest on any asset which is maintained on a cash basis because of deterioration in the financial position of the borrower any asset for which payment in full of interest or principal is not expected or any asset upon which principal or interest has been in default for a period of ninety days or more unless it is both well secured and in the process of collection A non-accrual asset may be restored to an accrual status when none of its principal and interest is due and unpaid or when it otherwise becomes well secured and in the process of collection

The Bank periodically performs an independent loan review of outstanding loans through the use of an outside third party The primary objective of the independent loan review function is to ensure the maintenance of a quality loan portfolio and minimize the potential for Joan losses The Joan review engagement is responsible for reviewing a sample of existing loans for compliance with internal policies and procedures In addition to reviewing Joans for compliance the loan review analyzes the appropriateness and timeliness of risk grading and problem loan identification by loan officers

Notes to Consolidated Financial Statements

I l l Loans cont

The Corporation categorizes loans into risk categories based on relevant information about the ability of borrowers to service their debt such as current financial information historical payment experience credit documentation public information and current economic trends among other factors This analysis is performed on an annual basis at a minimum The Corporation uses the following definitions for risk ratings

Internal Risk Categories Loan grades are numbered i through 7 Grades i through 4 are considered pass grades The grade of 5 or Special Mention represents loans of lower quality and is considered criticized The grades of 6 or Substandard and 7 or Doubtful refer to assets that are classified The use and application of these grades by the bank will be uniform and shall conform to the banks policy

Pass (1) loans are of superior quality with excellent credit strength and repayment ability providing a nominal credit risk

Pass (2) loans are of above average credit strength and repayment ability providing only a minimal credit risk

Pass (3) loans of reasonable credit strength and repayment ability providing an average credit risk due to one or more underlying weaknesses

Pass (4) loans of the lowest acceptable credit strength and weakened repayment ability providing a cautionary credit risk due to one or more underlying weaknesses New borrowers are typically not underwrillen witl1in this classification

Special Mention (5) assets have potential weaknesses that deserve managements close attention If left uncorrected these potential weaknesses may result in deterioration of the repayment prospects for the asset or in the institutions credit position at some future date Special mention assets are not adversely classified and do not expose an institution to sufficient risk to warrant adverse classification Ordinarily special mention credits have characteristics which corrective management action would remedy

Substandard (6) loans are inadequately protected by the current sound worth and paying capacity of the obligor or of the collateral pledged if any Loans so classified must have a well-defined weakness or weaknesses that jeopardize the liquidation of the debt They are characterized by the distinct possibility that the Bank will sustain some loss if the deficiencies are not corrected

Doubtful (7) loans classified as doubtful have all the weaknesses inherent in those classified Substandard with the added characteristic that the weaknesses make collection or liquidation in full on the basis of current known facts conditions and values highly questionable and improbable

Risk characteristics applicable to each segment of the loan portfolio are described as follows

Residential 1 -4 Family The residential i -4 family real estate are generally secured by owner-occupied i -4 family residences Repayment of these loans is primarily dependent on the personal income and credit rating of the borrowers Credit risk in these loans can be impacted by economic conditions within the Banks market areas that might impact either property values or a borrowers personal income Risk is mitigated by the fact that the loans are of smaller individual amounts and spread over a large number of borrowers

Non-residential Real Estate Non-residential real estate loans typically involve larger principal amounts and repayment of these loans is generally dependent on the successful operations of the property securing the loan or the business conducted on the property securing the loan These loans are viewed primarily as cash flow loans and secondarily as loans secured by real estate Credit risk in these loans may be impacted by the creditworthiness of a borrower property values and the local economies in the Banks market areas

Construction and Land Development Real Estate Conshystruction and land development real estate loans are usually based upon estimates of costs and estimated value of the completed project and include independent appraisal reviews and a financial analysis of the developers and property owners Sources of repayment of these loans may include permanent loans sales of developed property or an interim loan commitment from the Bank until permanent financing is obtained These loans are considered to be higher risk than other real estate loans due to their ultimate repayment being sensitive to interest rate changes general economic conditions and the availability of long-term financing Credit risk in these loans may be impacted by the creditworthiness of a borrower property values and the local economies in the Banks market areas

Commercial The commercial portfolio includes loans to commercial customers for use in financing working capital needs equipment purchases and expansions The loans in this category are repaid primarily from the cash flow of a borrowers principal business operation Credit risk in these loans is driven by creditworthiness of a borrower and the economic conditions that impact the cash flow stability from business operations

Loans to individuals The consumer loan portfolio consists of various term and line of credit loans such as automobile loans and loans for other personal purposes Repayment for these types of loans will come from a borrowers income sources that are typically independent of the loan purpose Credit risk is driven by consumer economic factors (such as unemployment and general economic conditions in the Banks market area) and the creditworthiness of a borrower

Agricultural Production and Farmland Loans Agricultural production loans are generally comprised of seasonal operating lines to cash grain farmers to plant and harvest corn and soybeans and term loans to fund the purchase of equipment Farmland loans are primarily comprised of loans for the purchase of farmland Specific underwriting standards have been established for agricultural-related loans including the establishment of projections for each operating year base on industry developed estimates of farm input costs an expected commodity yields and prices Operating lines are typically written for one year and secured by the crop Loan-to-value ratios on Joans secured by farmland generally do not exceed 65 and have amortization periods limited to twenty-five years Federal government-assistance lending programs through the Farm Service Agency are used to mitigate the level of credit risk when deemed appropriate

Notes to Consolidated Financial Statements

The following table presents the credit risk profile of the Banks loan portfolio based on internal rating category and payment activity as of December 31 2014 and 2013 (Dollars in thousands)

Non Residential Residential Agricultural Loans-to

Construction Farmland Real Estate Real Estate Production Commercial Individuals Other

20 1 4 Loan Class Pass $ 1 1 274 $ 20488 $ 1 0941 2 $ 1 35059 $ 1 2530 $ 45386 $ 57280 $ 5738 Special mention 1 261 Substandard 2925 5879 1 1 79 554 Doubtful Total $ 1 4 1 99 $ 20488 $ 1 15291 $ 1 37499 $ 1 2530 $ 45940 $ 57280 $ 5738

201 3 Loan Class Pass $ 1 6327 $ 1 6505 $ 98646 $ 1 29428 $ 1 2 1 28 $ 38282 $ 42883 $ 6206 Special mention 892 5667 448 840 2503 Substandard 3471 560 5 138 488 Doubtful Total $ 1 9798 $ 1 7397 $ 1 04873 $ 1 3501 4 $ 1 2968 $ 41 273 $ 42883 $ 6206

The Bank evaluates the loan risk grading system definitions and allowance for loan loss methodology on an ongoing basis No significant changes were made to either during the past year

The accrual of interest on loans is discontinued at the time the loan is 90 days past due unless the credit is well-secured and in process of collection Past due status is based on contractual terms of the loan In all cases loans are placed on non-accrual or charged-off at the earlier date if collection of principal and interest is considered doubtful

All interest accrued but not collected for loans that are placed on non-accrual or charged-off is reversed against interest income The interest on these loans is accounted for on the cash-basis or cost-recovery method until qualifying for return to accrual Loans are returned to accrual status when all principal and interest amounts contractually due are brought current and future payments are reasonably assured

Notes to Consolidated Financial Statements

The following tables present the Corporation s loan portfolio aging analysis at December 31 (Dollars in thousands)

Non Residential Residential Agricultural Loans to

Construction Farmland Real Estate Real Estate Production Commercial Individuals Other Total

201 4 30-89 days past due $ $ $ 1 92 $ $ $ $ 707 $ 23 $ 922 90 days or greater

past due or nonaccrual 1 68 6327 551 92 2 7 140 Total past due and

nonaccrual 360 6327 551 799 25 8062 Current loans 1 4 1 99 20488 1 1 4931 1 31 1 72 1 2530 45389 56481 57 13 400903

Total loans receivable 1 4 1 99 20488 1 1 5291 1 37499 1 2530 45940 57280 5738 408965

Total loans 90 days or greater and accruing $ $ $ $ 571 1 $ $ $ 92 $ 2 $ 5805

2013 30-89 days past due $ $ $ 312 $ 57 $ $ $ 529 $ 28 $ 926 90 days or greater

past due or nonaccrual 770 4791 347 75 5983

Total past due and nonaccrual 1 082 4848 347 604 28 6909

Current loans 1 9798 1 7397 1 03791 1 301 66 1 2968 40926 42279 6 178 373503

Total loans receivable 1 9798 1 7397 1 04873 1 3501 4 1 2968 41273 42883 6206 38041 2

Total loans 90 days or greater and accruing $ $ $ 209 $ 3683 $ $ $ 75 $ $ 3977

A loan is considered impaired in accordance with the impairment accounting guidance (ASC 31 0-1 0-35-1 6) when based on current information and events it is probably the Corporation will be unable to collect all amounts due from the borrower in accordance with the contractual terms of the loan Impaired loans include non-performing commercial loans but also include loans modified in troubled debt restructurings where concessions have been granted to borrowers experiencing financial difficulties These concessions could include a reduction in the interest rate on the loan payment extensions forgiveness of principal forbearance or other actions intended to maximize collection

Included in certain loan categories in the impaired loans are troubled debt restructurings that were classified as impaired At December 31 201 4 and 201 3 the Corporation had $895 and $907 thousand respectively of commercial and non-residential real estate loans $76 and $76 thousand respectively in residential loans and $1 and $5 thousand respectively in consumer loans that were modified in troubled debt restructurings and impaired and that were performing in accordance with their modified terms

When economic concessions have been granted to borrowers who have experienced financial difficulties the loan is considered a troubled debt restructuring These concessions typically result from our loss mitigation activities and could include reductions in the interest rate payment extensions forgiveness of principal forbearance or other actions Troubled debt restructurings are considered impaired at the time of restructuring and typically are returned to accrual status after considering the borrowers sustained repayment performance as agreed for a reasonable period of at least six months or once the granted concessions have ended or are no longer applicable

As of December 31 201 4 and 201 3 the Bank had troubled debt restructurings all modification of payment terms with a recorded balance at original cost of $895 and $907 thousand respectively and consists of four commercial and non-residential real estate loans for both years which are all performing in accordance with the modified terms of the loan All four loans were added as troubled debt restructuring during the fourth quarter of 201 3 There was no difference between pre-modification and post-modification balances As of December 31 201 4 and 2013 the loans totaling $895 and $907 thousand respectively are on non-accrual and considered impaired by the Bank Based on the fair value of the collateral specific reserves required on the loans totaled $108 and $98 thousand as of December 31 201 4 and 2013 respectively During the years ended December 31 201 4 and 2013 there were no defaults of loans that had been modified as a troubled debt restructuring in the 1 2 month period prior to default

Notes to Consolidated Financial Statements I l l Loans cont

The following tables present the impaired loan balances (loans on non-accrual status) at December 31 (Dollars in thousands)

Non Residential Residential

Real Real Agricultural Loans to

Construction Farmland Estate Estate Production Commercial Individuals Other

20 1 4 Loans with out a specific

valuation al lowance Recorded balance $ $ $ 92 $ $ $ 487 $ $ Unpaid principal balance 92 487 Specific allowance Average investment in

impaired loans 278 4 1 99 1 02

Loans with a specific valuation al lowance

Recorded balance $ $ $ 76 $ 61 6 $ 63 Unpaid principal balance 76 61 6 63 Specific allowance 66 1 08 31 Average investment in

impaired loans 369 1 1 48 694

Total loans receivab l e Total Recorded balance $ $ $ 1 68 $ 61 6 $ $ 551 $ $ $ 1 335 Unpaid principal balance $ $ $ 1 68 $ 61 6 $ $ 551 $ $ $ 1 335 Specific allowance $ $ $ 66 $ 1 08 $ $ 31 $ $ $ 205 Average investment in

impaired Joans $ $ $ 648 $ 5346 $ $ 796 $ $ $ 6790

2013 Loans without a specific

valuation al lowance Recorded balance $ $ $ 299 $ 1 098 $ $ $ $ Unpaid principal balance 299 1 098 Specific allowance Average investment in

impaired loans 4037 280 5226 1 7 12

Loans with a specific valuation al lowance

Recorded balance $ $ $ 261 $ $ 347 Unpaid principal balance 261 347 Specific allowance 1 1 2 1 07 Average investment in

impaired loans 306 8201 530

Total loans receiva ble Total

Recorded balance $ $ $ 560 $ 1 098 $ $ 347 $ $ $ 2005 Unpaid principal balance $ $ $ 560 $ 1 098 $ $ 347 $ $ $ 2005 Specific allowance $ $ $ 1 1 2 $ $ $ 1 07 $ $ $ 219 Average investment in

impaired Joans $ 4037 $ $ 586 $1 3427 $ $ 2242 $ $ $ 20292

There was no Interest income recognized on a cash basis or accrual basis for 2014 or 2013 on impaired loans

Notes to Consolidated Financial Statements

Ill Loans cont

The following tables present the balance in the allowance for loan losses and the recorded investment in loans based on portfolio segment and impairment methods at December 31 (Dollars in thousands)

Non Residential Residential Agricultural Loans to Other

Construction Farmland Real Estate Real Estate Production Commercial Individuals Loans Unallocated Total

20 1 4 Allowance for loan losses Balance beginning of year $ 473 $ i 9 $ 700 $ i 32i $ i 4 $ 56i $ i 22 $ 30 $ - $ 3241 Provision charged to

expense (289) 68 762 (27) 2i (96) 699 2 i 2 i 351 Losses charged off (324) (i 79) (7i) (270) (i32) (971 Recoveries 34 49 i 3 i 8 i 55 23 29 Balance end of year $ 2i8 $ 87 $ i i 87 $ i i 28 $ 35 $ 4i 2 $ 706 $ i 33 $ - $ 3901

Ending balance individually evaluated for impairment $ $ $ 66 $ i 08 $ $ 3i $ $ $ - $ 20[

Ending balance collectively evaluated for impairment $ 2i 8 $ 87 $ i i 21 $ 1 020 $ 35 $ 381 $ 706 $ 1 33 $ - $ 370

Loans Ending balance $ 1 4 1 99 $20488 $1 1 5291 $ 1 37499 $ 1 2530 $45940 $ 57280 $ 5738 $ - $ 40896 Ending balance individually

evaluated for impairment $ $ $ i 68 $ 61 6 $ $ 551 $ $ $ - $ 1 33 Ending balance collectively

evaluated for impairment $14 i 99 $20488 $1 1 5 1 23 $ 1 36883 $ 1 2530 $45389 $57280 $ 5738 $ - $ 40763(

2013 Allowance for loan losses Balance beginning of year $ 243 $ 23 $ 848 $ 2040 $ 1 7 $ 456 $ 285 $ 7 $ 52 $ 397 Provision charged to

expense 230 (4) 378 1 077 (3) 630 (1 50) 1 37 (52) 224 Losses charged off (543) (i 830) (538) (203) (1 4 i ) (325t Recoveries 1 7 34 1 3 1 90 27 28

Balance end of year $ 473 $ 1 9 $ 700 $ i 32i $ i 4 $ 56i $ i 22 $ 30 $ - $ 324(

Ending balance individually evaluated for impairment $ $ $ 1 1 2 $ $ $ i 07 $ $ $ - $ 2if

Ending balance collectively evaluated for impairment $ 473 $ i 9 $ 588 $ 1 32i $ i 4 $ 454 $ i 22 $ 30 $ - $ 302middot

Loans Ending balance $i 9798 $1 7397 $i 04873 $ i 35014 $ 1 2968 $41 273 $ 42883 $ 6206 $ - $ 38041 Ending balance individually

evaluated for impairment $ $ $ 560 $ i 098 $ $ 347 $ $ $ - $ 200( Ending balance collectively

evaluated for impairment $i 9798 $ i 7397 $i 0431 3 $ i 339i 6 $ 1 2968 $40926 $42883 $ 6206 $ - $ 37840i

Notes to Consolidated Financial Statements

I I I Loans cont

Managements opinion as to the ultimate collectability of loans is subject to estimates regarding future cash flows from operations and the value of property real and personal pledged as collateral These estimates are affected by changing economic conditions and the economic prospects of borrowers

Allowance for Loan Losses The allowance for loan and lease losses (allowance) represents managements estimate of the reserve necessary to adequately account for probable losses that could ultimately be realized from current loan exposures In determining the adequacy of the allowshyance management relies predominately on a disciplined credit review and approval process The review process is directed by overall lending policy and is intended to identify at the earliest possible stage borrowers who might be facing financial difficulty

Loans for which it is probable that the Bank will not collect all principal and interest due according to the contractual terms are identishyfied as impaired The impairment for each applicable loan is quantified and specific loss exposures are allocated within the allowance Loans that are in non accrual status are generally considered impaired

A detailed analysis is performed on each loan that is not impaired but poses sufficient risk to warrant in-depth review These are loans that have been classified as substandard or are on the Banks internal watch list Due to the elevated risk inherent in these Joans management has determined that it is appropriate to quantify the potential loss within the pool of classified loans by estimating each loans collateral shortfall These collateral shortfall estimates are incorporated in the determination of the adequacy of the allowance

In estimating the risk of loss in the remaining portion of the loan portfolio identified as non-classified management establishes base Joss estimations which are derived from the historical Joss experience over the past three calendar years These base loss estimations are then adjusted after consideration ofnine different qualitative factors

Notes to Consolidated Financial Statements

IV Loan Servicing

Real estate loans serviced for others are not included in the accompanying consolidated balance sheets The risks inherent in mortgage servicing assets relate primarily to changes in prepayments that result from shifts in mortgage interest rates The unpaid principal balances of mortgage loans serviced for others was $3528 million and $3567 million at December 31 201 4 and 201 3 respectively The fair value of mortgage servicing rights at December 31 201 4 and 201 3 was approximately $31 million and $33 million respectively The fair value of servicing rights was determined using discount rates ranging from 950 to 1 000 percent and prepayment speeds principally ranging from 903 to 1 1 20 percent depending on the stratification of the specific right

The Corporation changed its method of amortizing mortgage servicing rights during 201 3 from the straight-line amortization method to a methodology based on anticipated prepayment assumptions Amortization expense for 2013 would have been $1 068 thousand if the straight-line method was used

Custodial escrow balances maintained in connection with the foregoing loan servicing and included in demand deposits were $37 million and $4 1 million at December 31 201 4 and 201 3 respectively

Following is a summary of the mortgage servicing rights capitalized and amortized (Dollars in thousands)

20 1 4 2013 2012

Balance beginning of year $ 2524 $ 21 83 $ 1 876 Mortgage servicing rights capitalized 331 847 1 31 9 Mortgage servicing rights amortized (408) 506) (1 01 2) Recorded balance end of year $ 2447 $ 2524 $ 21 83

Fair value end of year $ 31 38 $ 3273 $ 21 83

Notes to Consolidated Financial Statements

V Land Premises and Equipment

A summary of land premises and equipment by asset classification at December 31 is as follows (Dollars in thousands)

20 1 4 2013

Land $ 7895 $ 7895 Premises 1 7 697 1 8297 Furniture fixtures and equipment 7867 791 7 Vehicles 1 1 0 1 1 0

33569 34219 Accumulated depreciation (1 241 2) (1 2281) Land premises and equipment net $ 21 1 57 $ 21 938

Depreciation expense for the years ended December 31 201 4 201 3 and 201 2 was $1 4 million $1 4 million and $1 i million respectively Leasehold improvements are capitalized and depreciated using the straight-line method over the terms of the respective leases or the estimated useful lives of the improvements whichever is shorter Expected terms include lease option periods to the extent that the exercise of such options is reasonably assured

Pursuant to the terms of noncancelable lease agreements in effect at December 31 2014 pertwning to banking premises and equipment future minimum rent commitments under various operating leases are as follows for years ended December 31 (Dollars in thousands)

2015 2016 2017 201 8 2019 Thereafter Total

$ 303 $ 306 $ 1 91 $ 79 $ 79 $ 298 $ i 257

The leases contain options to extend for periods from five to 50 years The cost of exercising such options is not included above Total rent expense for the years ended December 31 201 4 201 3 and 201 2 amounted to approximately $336 $334 and $426 thousand respectively

Notes to Consolidated Financial Statements

VI Deposits

Time deposits greater than or equal to $100 thousand were $653 million and $723 million at December 31 201 4 and 201 3 respectively Interest expense on these deposits was $08 million $1 1 million and $1 4 million in 201 4 201 3 and 201 2 respectively

At December 31 2014 the scheduled maturities of time deposits are as follows (Dollars in thousands

2015 201 6 201 7 2018 2019 Total

$ 66577 $ 26867 $ 32074 $ 1 4084 $ 1 1 81 0 $ 1 51 41 2

Interest-bearing deposits at December 31 consist of the following (Dollars in thousands)

20 1 4

201 3

NOW and Money Market

$ 229355

$ 225263

Savings

$ 55301

$ 53326

Time $100000 and over

$ 65267

$ 72339

Time Other

$ 86145

$ 93065

Total

$ 436068

$ 443993

The aggregate amount of deposit overdrafts included in loans at December 31 201 4 and 201 3 was $244 and $1 91 thousand respectively

VII Borrowings

The Bank has the ability to borrow from the Federal Home Loan Bank with borrowings collateralized by first mortgage loans mulshytifamily and farmland loans under a blanket lien agreement in the amount of approximately $60 million Based on this collateral and the Banks holdings of FHLB stock the Bank is eligible to borrow up to approximately $38 million at year-end 201 4

During 201 2 and in conjunction with the purchase of 392663 treasury shares of stock the Corporation borrowed $6 million from a correspondent bank pursuant to a newly established line of credit The borrowings bear an interest rate equal to the lenders prime rate with a minimum rate of 325 At December 31 201 4 the rate was 325 and the balance outstanding was $36 million The Corporation was required to make quarterly interest-only payments on this line of credit through December 31 201 3 after which in addition to quarterly interest payments the Corporation must make equal annual principal payments of $1 2 million through December 31 201 7 when the line of credit matures There is no prepayment penalty associated with the borrowing should the Corporation decide to repay the debt prior to maturity

As of December 31 201 4 the Bank was not in compliance with one of the note covenants relating to annual return on assets The note contains certain covenants including financial covenants for the Bank which must be met at all times Should the Corporation or the Bank be found not compliant with them during the term of the note there are remedies the issuing financial institution shall have the right to enforce including that the note could become immediately due and payable The issuing financial institution has approved the noncompliance for the fourth quarter ended December 31 201 4

Notes to Consolidated Financial Statements

VI II I n come Taxes

Income taxes reflected in the consolidated statements of operations consist of the following (Dollars in thousands)

20 1 4 2013 Current payable

Federal $ 30 $ 96 State 80

Deferred tax benefit 60 1 96 Income tax expense $ 90 $ 372

The Corporations income tax expense beneflt) differed from the federal statutory rate of 34 as indicated in the following analysis

(Dollars in thousands)

20 1 4 2013

Tax based on statutory rate $ 388 $ 458 State taxes net of federal tax benefit (1 06) 53 Effect of tax-exempt income (31 0) (276) Other net 1 1 8 1 37 Income tax expense $ 90 $ 372

The Corporation has the following deferred tax assets and liabilities at December 31 (Dollars in thousands)

Deferred tax assets Deferred tax liabilities

Net deferred tax assets

20 1 4

$ 31 07 (2782)

$ 325

2013

$ 2982 (2637)

$ 345

2012

$ 1 234 727 (68)

$ 1 893

2012

$ 1 875 390 (31 4)

(58) $ 1 893

The components of deferred income taxes were principally related to the allowance for loan losses other real estate owned write-downs differences in amortization of core deposit intangible assets depreciation and mortgage servicing rights Deferred tax liabilities related to unrealized losses and gains on securities available for sale are $260 and $296 thousand at December 31 201 4 and 201 3 respectively

The Corporation files income tax returns in the US federal jurisdiction and the State of Illinois The Corporation is no longer subject to US federal or state income tax examination by tax authorities for years before 201 1

Notes to Consolidated Financial Statements

IX Employee Benefits

Substantially all employees are covered by a profit sharing plan The contribution determined in accordance with the provisions of the plan was $i 72 thousand $i 23 thousand and $207 thousand in 20i 4 20i 3 and 20i 2 respectively

Under the Corporations Employee Stock Option Plan the Corporation may grant options to its key employees for up to 1 00000 shares of common stock The exercise price of each option equals the market price of the Corporations stock on the date of grant and the options maximum term is ten years The vesting period is three years from the date of grant GAAP provisions require that compensation cost relating to share-based payment transactions be recognized in the financial statements with measurement based upon the fair value of the equity or liability instruments issued For the year ended December 3i 20i 2 the Corporation recognized $i i 3 thousand in compensation expense for stock options For the year ended December 3i 20i 3 the Corporation recognized $97 thousand in compensation expense for stock options For the year ended December 3i 20i 4 the Corporation recognized no compensation expense for stock options

The activity in the plan is summarized as follows

Outstanding at beginning of year Granted Exercised Forfeitedexpired Outstanding at end of year

Options exercisable at year-end

Non-vested options beginning of year Granted Vested Forfeitedexpired Non-vested options at year end

Shares

85998

(i 000)

84998

84998

20 1 4

Weighted Weighted Average Average

Exercise Price Contractual Term

$ 4762

3200

$ 4748

$ 4748

2 0 1 4

Number of Shares

8333

(8333)

(in years)

35

35

Weighted Average

Grant Date Fair Value

$ 3200

3200

$

2013

Weighted Weighted Shares Average Average

Exercise Price Contractual Term (in years)

88998 $ 4709

(667) 3200 (2333) 3747

85998 $ 4762 48

77665 $ 4929 4i

2013

Weighted

Number of Average

Grant Date Shares Fair Val u e

i 9333 $ 3200

(i 1 000) 3200

8333 $ 3200

The fair value of each option is estimated using Black-Scholes option-pricing model which requires the use of subjective valuation assumptions The expected volatility is based on historical volatility of the Corporations stock price The risk-free interest rates for periods within the contractual life of the awards are based on the US Treasury yield curve in effect at the time of the grant The expected life is based on historical exercise experience The dividend yield assumption is based on the Corporations history and expectation of dividend payouts There were no options granted in 20i 3 or 20i 4

At December Si 20i 4 there was no unrecognized cost related to non-vested stock options granted under the Employee Stock Option Plan

Notes to Consolidated Financial Statements

IX Emp loyee Benefits cont

The following table summarizes restricted stock activity

20 1 4 2013

Weighted Average Weighted Average Number of Grant Date Number of Grant Date

Shares Fair Value Shares Fair Value

Balance beginning of year 8959 $ 4000 $ Granted 8959 4000 Forfeited (888) 4000 Earned and issued (2250) 4000 Balance end of period 5821 $ 4000 8959 $ 4000

The fair value of the restricted stock awards is amortized to compensation expense over the vesting period (forty months) and is based on the market price of the Corporations common stock at the date of grant multiplied by the number of shares granted that are expected to vest At the date of grant the par value of the shares granted was recorded in equity as a credit to common stock and a debit to paid-in capital The weighted-average grant date fair value of restricted stock granted during the year ended December 31 201 4 was $4000 per share or $358 thousand Stock-based compensation expense for restricted stock for the year ended December 31 201 3 was $90 thousand Stock-based compensation expense for restricted stock during the year ended December 31 201 4 was $1 29 thousand Unrecognized compensation expense for non-vested restricted stock awards was $139 thousand and is expected to be recognized over a weighted average period of 34 months

X Related Party Transactions

The Bank has entered into transactions with certain directors executive officers significant stockholders and their affiliates or associshyates (related parties) Such transactions were made in the ordinary course of business on substantially the same terms and conditions including interest rate and collateral as those prevailing at the same tirne for comparable transactions with other customers and did not in the opinion of management involve more than normal credit risk or present other unfavorable features

Annual loan activity consisted of the following (Dollars in thousands

20 1 4 2013

Beginning balance $ 1 1 29 $ 1 1 63 New Joansadvances 1 94 46 Repayments (245) (80) Ending balance $ 1 078 $ 1 1 29

Deposits from related parties held by the Bank at December 31 201 4 and 201 3 amounted to $32 million and $37 million respectively

middot middot

XI Commitments and Contingencies

In the normal course of business the Bank makes various commitments and incurs certain contingent liabilities that are not reflected in the accompanying consolidated financial statements The credit risk associated with loan commitments and standby letters of credit is essentially the same as that involved with extending Joans to customers and is subject to the Banks credit policies Collateral or other security is normally not obtained for these financial instruments prior to their use and many of the commitments are expected to expire without being used

The following commitments existed at December 31 (Dollars in thousands

20 1 4 2013

Commitments to extend credit Fixed $ 33441 $ 26551 Variable 25597 24400

Standby letters of credit $ 483 $ 21 1

Notes to Consolidated Financial Statements

XII Reg u l atory M atters

The Bank is required to maintain average reserve balances with the Federal Reserve Bank based upon deposit levels and other facshytors The amount of those reserve balances for the years ended December Si 20i 4 and 20i 3 was approximately $i 00 thousand

Dividends are paid by the Corporation from its funds which are mainly provided by dividends from the Bank However national banking regulations and capital guidelines limit the amount of dividends that may be paid by banks

Banks and bank holding companies are subject to regulatory capital requirements administered by federal banking agencies Capital adequacy guidelines and additionally for banks prompt corrective action regulations involve quantitative measures of assets liabilities and certain off-balance-sheet items calculated under regulatory accounting practices Capital amounts and classificashytions are also subject to qualitative judgements by regulators Failure to meet capital requirements can initiate regulatory action Prompt corrective action provisions are not applicable to bank holding companies Furthermore the Banks regulators could require adjustments to regulatory capital not reflected in the financial statements

Prompt corrective action regulations provide five classifications well capitalized adequately capitalized undercapitalized significantly undercapitalized and critically undercapitalized although these terms are not used to represent overall financial condition If undershycapitalized capital distributions are limited as is asset growth and expansion and capital restoration plans are required

At December 3i 20i 4 the most recent notification from the Banks and Corporations regulator categorized the Bank as well capitalshyized under the regulatory framework for prompt corrective action To be categorized as well capitalized an institution must maintain minimum total risk-based Tier i risk-based and Tier i leverage ratios as set forth in the following tables There are no conditions or events since the notification that management believes have changed the Banks category The Banks and the consolidated Corporations actual capital amounts and ratios at December Si are presented in the table

Actual and required capital amounts and ratios are presented below at year-end (Dollars in thousands)

Minimum Minimum To Be For Capital Well-Capitalized

Actual Adequacy Purposes Under Bank Regulatory Capital Requirements

Amount Ratio Amount Ratio Amount Ratio 20 1 4 Total capital to risk weighted assets

Consolidated $ 56026 i 249 $ 35885 800 NIA NIA Bank 58957 i S i5 S5867 800 $ 448S4 i 000

Tier i (core) capital to risk weighted assets Consolidated 52i 2i i i 62 i 7942 400 NIA NIA Bank 55052 i 228 i 79S2 400 26898 600

Tier i (core) capital to average assets Consolidated 52 1 21 809 25768 400 NIA NIA Bank 55052 855 25908 400 S2i 94 500

20i3 Total capital to risk weighted assets

Consolidated $ 54577 i 289 $ S5995 800 NIA NIA Bank 56952 1S53 SS675 800 $ 42093 1 000

Tier 1 (core) capital to risk weighted assets Consolidated 5i S37 1 2 1 3 1 5931 400 NIA NIA Bank 5371 2 1 276 i 6838 400 25256 600

Tier 1 (core) capital to average assets Consolidated 5i 3S7 804 25306 400 NIA NIA Bank 537i 2 842 25675 400 31 895 500

Notes to Consolidated Financial Statements

XII I Earnings Per Share

The factors used in the earnings per share computation are as follows (Dollars in thousands except per share data)

20 1 4 2013 2012

Income Weighted- Per Share Income Weighted- Per Share Income Weighted- Per Share Average Amount Average Amount Average Amount Shares Shares Shares

Basic earnings per share Net income $ 1 050 1 048g23 $ 1 00 $ 976 1 043765 $ 94 $ 3622 1 352929 $ 268 Effect of assumed exercise

of stock options and restricted stock awards 1 831 9786 NIA

Diluted earnings per share Net income $ 1 050 1 050754 $ 1 00 $ 976 1 053551 $ 93 $ 3622 1 352g2g $ 268

Options to purchase 68500 68500 and 88998 shares of common stock were outstanding at December 31 201 4 201 3 and 201 2 but were not included in the computation of diluted EPS because the options exercise price was greater than the average market price of the common shares for each period

Notes to Consolidated Financial Statements

XIV Fair Val u e Measurements

ASC Topic 820 Fair Value Measurements defines fair value as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market parshyticipants at the measurement date Topic 820 also specifies a fair value hierarchy which requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value The standard describes three levels of inputs that may be used to measure fair value

Level i Quoted prices in active markets for identical assets Level 2 Observable inputs other than Level i prices such

as quoted prices for similar assets quoted prices in markets that are not active or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities

Level 3 Unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets

Following is a description of the valuation methodologies and inputs used for assets and liabilities measured at fair value on a recurring basis and recognized in the accompanying balance sheets as well as the general classification of such assets and liabilities pursuant to the valuation hierarchy

Securities Available for Sale

Securities classified as available for sale are reported at fairvalue utilizing Level 2 inputs Except for equity securities unadjusted quoted prices in active markets for identical assets are utilized to determine fair value at the measurement date which are conshysidered Level i inputs For all other securities the Corporation obtains fair value measurements from an independent pricing sershyvice The fair value measurements consider observable data that may include dealer quotes market spreads cash flows the US Treasuryyield curve live trading levels trade execution data market consensus prepayment speeds credit information and the bonds terms and conditions among other things

Certain financial assets and financial liabilities are measured at fair value on a nonrecurring basis that is the instruments are not measured at fair value on an ongoing basis but are subject to fair value adjustments in certain circumstances (for example when there is evidence of impairment) At December 3i 20i 3 other real estate owned measured at fair value was $7 5 million using a combination of observable inputs including recent appraisshyals and unobservable inputs based on customized discounting criteria Due to the significance of the unobservable inputs all other real estate owned fair values have been classified as Level 3 Rnancial assets and financial liabilities excluding impaired Joans measured at fair value on a nonrecurring basis were not significant at December 31 201 4 and 2013

The following tables summarize financial assets measured at fair value at December 31 segregated by the level of the valuation inputs within the fair value hierarchy utilized to measure fair value (Dollars in thousands)

Level 1 Level 2 Level 3 Total 20 1 4 Inputs Inputs Inputs Fair Value Recurring

$ Equity securities $ 456 $ $ 456 Securities available for sale $ $ i 27768 $ $ 1 27768

Nonrecurring $ Impaired Joans $ $ 1 069 $ 1 069

other real estate owned $ $ $ 3375 $ 3375

201 3 Recurring

$ $ Equity securities $ 2405 $ 2405 Securities available for sale $ $ i 4706i $ $ 1 4706i

Nonrecurring $ Impaired loans $ $ 91 6 $ 9 1 6

Other real estate owned $ $ $ 832 $ 832

Notes to Consolidated Financial Statements

XI Fair Value of Financial Instruments

The canying amount and fair value of the Corporations other financial instruments at December 31 are set forth below (Dollars in thousands)

Financial assets Cash and cash equivalents Restricted stock -Loans held for sale Loans net Accrued interest receivable

Financial liabilities Deposits Other borrowings Accrued interest payable

Commitments to orginate loans

Letters of credit

Lines of credit

Forward sale commitments

Carrying Amount

$ 2671 5 1 647 2432

405059 3369

$ 548940 3600

52

2014 201 3

Fair Value Carrying Amount

$ 2671 5 $ 36838 1 647 1 494 2432 5902

405027 377172 3369 2820

$ 51 3334 $ 549645 3600 4800

52 66

Fair Value

$ 36838 1 494 5902

377166 2820

$ 502487 4800

66

Notes to Consolidated Financial Statements

XV Fair Val u e of Financial Instrum ents cont

Nonrecurring Measurements Following is a description of the valuation methodologies and inputs used for assets measured at fair value on a nonrecurring basis and recognized in the accompanying balance sheets as well as the general classification of such assets pursuant to the valuation hierarchy For assets classified within Level 3 of the fair value hierarchy the process used to develop the reported fair value is described below

Other Real Estate Owned Other real estate owned (OREO) is carried at fair value Jess estimated cost to sell when the real estate is acquired Estimated fair value of OREO is based on appraisals or evaluations OREO is classified within Level 3 of the fair value hierarchy

Appraisals of OREO are obtained when the real estate is acquired and subsequently as deemed necessary by the Banks manageshyment Appraisals are reviewed for accuracy and consistency by the Bank Appraisers are selected from the list of approved appraisers maintained by management

Collateral-dependent Impaired Loans Net of ALLL The estimated fair value of collateral-dependent impaired Joans is based on the appraised fair value of the collateral Jess estimated cost to sell Collateral-dependent impaired Joans are classified within Level 3 of the fair value hierarchy

The Bank considers the appraisal or evaluation as the starting point for determining fair value and then considers other factors and events in the environment that may affect the fair value Appraisals of the collateral underlying collateral-dependent Joans are obtained when the loan is determined to be collateral-dependent and subsequently as deemed necessary by the Banks management Appraisals are reviewed for accuracy and consistency by the Bank Appraisers are selected from the list of approved appraisers mainshytained by management The appraised values are reduced by discounts to consider lack of marketability and estimated cost to sell if repayment or satisfaction of the Joan is dependent on the sale of the collateral These discounts and estimates are developed by the credit department by comparison to historical results

Notes to Consolidated Financial Statements

XV Fair Val ue of Financial Instruments cont

Unobservable (Level 3) Inputs The following table presents quantitahve information about unobservable inputs used in recurring and nonrecurring Level s fair value measurements other than goodwill (Dollars in thousands)

Other real estate owned

middot Collateral-dependent impaired loans

Other real estate owned

Collateral-dependent impaired loans

Fair Value at 123 114

$ 3375

$ 1 069

Fair Value at 123113

$ 832

$ 91 6

Sensitivity of Significant U nobservable Inputs The following is a discussion of the sensitivity of significant unobshyservable inputs the interrelationships between those inputs and other unobservable inputs used in recurring fair value measureshyment and of how those inputs might magnify or mitigate the effect of changes in the unobservable inputs on the fair value measurement

The following follows the Fair value table The following methods were used to estimate the fair value of all other financial instruments recognized in the accompanying balshyance sheet at amounts other than fair value

Cash and Cash Equivalents The carrying amount approximates fair value

Loans Held For Sale The carrying amount approximates fair value due to the insigshynificant time between origination and date of sale The carrying amount is the amount funded and accrued interest

Loans

Fair value is estimated by discounting the future cash flows using the market rates at which similar notes would be made to borshyrowers with similar credit ratings and for the same remaining maturities The market rates used are based on current rates the Bank would impose for similar loans and reflect a market parshyticipant assumption about risks associated with nonperformance illiquidity and the structure and term of the loans along with local economic and market conditions

Restricted Stock Fair value is estimated at book value due to restrictions that limit the sale or transfer of such securities

Valuation Unobservable Range Technique Inputs (Weighted

Market comparable Comparability Average)

properties adjustments () Not available

Market comparable Marketability properties discount 1 0 - 1 5 (1 2)

Valuation U nobservable Range Technique Inputs (Weighted

Market comparable Comparability Average)

properties adjustments () Not available

Market comparable Marketability properties discount 1 0 - 1 5 (1 2)

Accrued Interest Receivable and Payable

The carrying amount approximates fair value The carrying amount is determined using the interest rate balance and last payment date

Deposits and Other Borrowings Fair value of term deposits is estimated by discounting the future cash flows using rates of similar deposits with similar maturities The market rates used were obtained from a knowledgeable independent third party and reviewed by the Corporation The rates were the average of current rates offered by local competishytors of the bank subsidiaries

The estimated fair value of demand NOW savings money marshyket deposits and other borrowings is the book value since rates are regularly adjusted to market rates and amounts are payable on demand at the reporting date

Commitments to Originate Loans Forward Sale Commitments Letters of Credit and Lines of Credit The fair value of commitments to originate loans is estimated using the fees currently charged to enter into similar agreements taking into account the remaining terms of the agreements and the present creditworthiness of the counterparties For fixedshyrate loan commitments fair value also considers the difference between current levels of interest rates and the committed rates

The fair value of commitments to sell securities is estimated based on current market prices for securities of similar terms and credit quality

The fair values of letters of credit and lines of credit are based on fees currently charged for similar agreements or on the estimated cost to terminate or otherwise settle the obligations with the counterparties at the reporting date

Notes to Consolidated Financial Statements

XVI Accumul ated Comprehensive Income (Loss)

The components of accumulated other comprehensive income loss) included in stockholders equity are as follows (Dollars in thousands)

Net unrealized gains (Joss) on available for sale securities Tax effect Net-of-tax amount

20 1 4

$ 766 (260)

$ 506

2013

$ (871) 296

$ (575)

Amounts reclassified from accumulated other comprehensive income and the affected line items in the statements of income during the years ended December 31 were as follows

Affected line item in 20 1 4 2013 2012 the statements of

income

Net realized gains of Unrealized gains on securities available for sale $ 368 $ 434 $ 2084 sales of available for-sale

securities

Tax effect (1 26) (i 48) (709) Income taxes Total reclassification out of accumulated other comprehensive income $ 242 $ 286 $ 1 375 Net reclassified

amount

XVII Goodwill and Acquired Intangible Assets

The Corporations goodwill and intangible assets are as follows There was no Impairment of goodwill or intangible assets in 2014 or 2013 (Dollars in thousands)

20 1 4 2013

Goodwill $ 3265 $ 3265 Core deposit intangibles $ 1 805 $ 1 805 Non-compete agreement 375 375 Intangible assets 21 80 2 180 Less accumulated amortization 2 180 2090

Total intangible assets $ $ 90

Aggregate amortization expense for years ended December 31 2014 201 3 and 201 2 was $90 $181 and $1 80 thousand respectively

XVI II Subsequent Events

Management evaluated subsequent events through February 27 201 5 the date the consolidated financial statements were available to be issued Events or transactions occurring after December 31 2014 but prior to February 27 2015 that provided additional evidence about conditions that existed at December 31 2014 have been recognized in the consolidated financial statements for the year ended December 31 2014 Events or transactions that provided evidence about conditions that did not exist at December 31 201 4 but arose before the consolidated financial statements were available to be issued have not been recognized in the consolidated financial statements for the year ended December 31 2014

This information is an Integral part of the accompanying consolidated financial statements

Independent Auditors Report

CPAs amp Advisors

Board of Directors

NI Bancshares Corporation

Sycamore Illinois

We have audited the accompanying consolidated financial statements of NI Bancshares Corporation which comprise

the consolidated balance sheets as of December 3 1 2014 and 2013 and the related consolidated statements of income

comprehensive income (loss) stockholders equity and cash flows for the years ended December 3 1 2014 2013 and 2012 and the related notes to the consolidated financial statements

Managements Responsibility for the Financial Statements

Management is responsible for the preparation and fair presentation of these consolidated financial statements in accordance

with accounting principles generally accepted in the United States of America this includes the design implementation and

maintenance of internal control relevant to the preparation and fair presentation of consolidated financial statements that are

free from material misstatement whether due to fraud or error

Auditors Responsibility

Our responsibility is to express an opinion on these consolidated financial statements based on our audits We conducted our

audits in accordance with auditing standards generally accepted in the United States of America Those standards require that

we plan and perform the audit to obtain reasonable assurance about whether the consolidated financial statements are free from material misstatement

An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the consolidated

financial statements The procedures selected depend on the auditors judgment including the assessment of the risks of material misstatement of the consolidated financial statements whether due to fraud or error In making those risk

assessments the auditor considers internal control relevant to the Corporations preparation and fair presentation of the

consolidated financial statements in order to design audit procedures that are appropriate in the circumstances but not for

the purpose of expressing an opinion on the effectiveness of the Corporations internal control Accordingly we express no

such opinion An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of

significant accounting estimates made by management as well as evaluating the overall presentation of the consolidated

financial statements

We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion

Opinion In our opinion the consolidated financial statements referred to above present fairly in all material respects the financial position of NI Bancshares Corporation as of December 3 1 2014 and 2013 and the results of its operations and cash flows

for the years ended December 3 1 2014 2013 and 2012 in accordance with accounting principles generally accepted in the United States of America

Decatur Illinois February 27 2015

PRESID ENT I CEO Michael A Cullen

BUSI NESS BANKING Charles C Kaiser Senior Vice President - Business Banking

Michael A Hawley Senior Vice President - Senior Commercial Loan Officer

Grant M Goltz Vice President - Commercial Loan Officer

Lucas G Goucher Vice President - Commercial Loan Officer

Nicholas D Lee Vlce President - Commercial Loan Officer

Robert W Mason Vice President - Commercial Loan Officer

Timothy J Meyer Vice President - Commercial Loan Officer

Sheela Prahlad Vice President - Commercial Loan Officer

CREDIT D EPARTMENT

Karen A Kuppler Senior Vice President - Chief Credit Officer

Gerald W Brantner Vice President - Senior Collector

CONSUM ER BANKING RESIDENTIAL LENDING ORIGINATION

Mark R ODell Vice President - Senior Retail Loan Officer

CONS U M ER BANKING Bradley V Brown Senior Vice President - Consumer Banking (Security Officer)

Terrence M Duffy Senior Vice President - Consumer Banking Division Manager

Ishmael M McGhee Vice President - Consumer Banking Division Manager

Frank P Turza Vice President - Consumer Banking Division Manager

Directory of NBamp T

TRUST D EPARTMENT R David Van Buren Senior Vice President - Trust amp Investments

Stephen J Colianni Vice President -Trust Investment Officer

Stephen G Corcoran Vice President - Employee Benefits Manager

Karen J Daleo Vice President - Trust Tax Manager amp Assistant Secretary

James J Dombek Vice President - Personal Trust Manager amp Secretary

Kathryn J Johnson Vice President -Trust Administrator

Thomas M Sullivan Vice President - Trust Administrator

Carolyn S Swafford Vice President - Trust Administrator

FAR M SERVIC E DEPARTM ENT Scott R Pumroy Vice President - Farm Service Department Manager

OPERATIONS D EPARTMENT

Michelle R Carlson Vice President - Operations

Hien Van Do Vice President - Core Banking Systems Administrator

ACCOUNTING DEPARTM ENT David N McCoy Senior Vice President - Chief Financial Officer

BRAND amp MARKETING Tami J Armstrong Vice President - Brand amp Marketing

H U MAN RESOU RCES Samantha J Dailey Vice President - Human Resources

AUDITING DEPARTMENT Sarah M Taylor Vice President - Internal Audit

EXHIBIT 2A

NI BANCSHARES CORPORATIONS ORGANIZATIONAL CHART

NI BANCSHARES CORPORATIO N

230 W STATE ST SYCAMORE IL 601 78

State of Incorporation = Delaware

1 00

THE NATIONAL BAN K amp TRUST COMPANY OF SYCAMORE

230 W STATE ST SYCAMOR_E IL 601 78

hsults A list of branches for your depostorv nstftution NATIONAL BANK amp TRUST COMPANY OF SYCAMOftE THE (ID_RSSO 534345)

This depository fnstltutlon fs held by NI BANCSHARES CORPORATION (1827893) of SYCAMORE IL

The data are as of 12312014 Data reflects Information that was received and procMsed through 01072JJ1S

Reconciliation and YerfCtton Steps

1 In the Data Action column of each brmch row enter one or more of the actions specifild hilow 2 If required enter the date In the Effective te column

Actions

OK If the branch Information Is COfTect enter OK in the Data Action column

Chan1e If the branch Information Is incorrlCt or Incomplete revrse the data enter Change In the Data Action column and the date when this lnformaUon first beame valid Jn the Etfedive Oatbull column

Cose If a branch llsted was sold or closed enter dose In the Data Action column and thl ule or closure date In the Effective Date column Delete If a branch listed was never owned by th(s depository Institution enter Delltl In thl Oatbull Action column

Add lfa reportable branch Is missing Insert a row add the branch data and enter Add in thl Data Action column and the opening or acquisition date In the Effective Date laquo)lumn

If printing this lrst you may need to adjust your page setup in MS Excel Try uslng landscape orientation p1ae scaling andor liegal sl1ed pa pier

Submission Procedure

When you a finiihed send a savied copy to your FRB contact See the det1iled lmtructions on this site for more Information

If vou are ie-malllng this to your FRB contAct put your Institution name dtyand state In thie subjtct line of the e-mail

Note To satisfy the FR YmiddotlO portln1 rirements you must also submit FR Ymiddot10 Oomes-tic Branch Schedules for each bninch with a Ot Attlon of nae Close Deletl or Add

The FR fmiddotlO rieport may be submitted in a hardcopy format or via the FR Y-10 Online application middot httpsylOonlinefederalreservegov

bull FDIC UNINUM Office Number and ID_RSSD columns are for reference only Verification of these values Is not required

- Effecdw Ote Branch Service Type Bnnch ID Rssobull Popular Name Street Address City NATIONAL BANK amp TRUST COMPANY Of

OK Fun servlCI (Head Offitt) 53045 SYCAMORE THE 230 WEST STATE STREET SYCAMORE

OK Full Service 3310232 2290 SYCAMORE ROAD OfFICE 2290 SYCAMORE ROAD DEKALB

OK Full lce 3735255 BANCO NBampT BRANCH 1029 PLEASANT STREET DEKALB

OK Fullservice 354132 NSampT SQUARE BRANCH 130 WEST LINCOLN HIGHWAY DEKAlB

OK Full Service 3735246 ELBURN BRANCH 930 NORTH MAJN STREET ELBURN

OK Full Service 3310241 GENOA BRANCH 601 PEARSON DRIVE GfNOA

OK Full service 2192507 200 NORTH MAIN STREET OfFICE 200 NORTH MAIN STREET UtANO

OK full Service 4394873 SANDWlCH BRANCH 321 E OIURCH STREET SANDWlCH

OK Fullice 2D8577S SERENA BRANCH US HIGHWAY 52 SOMONAUK ROAD SERENA

OK Full Service 2431457 1425 DEKAl8 AVENUE BRANCH 1425 DEKALB AVENUE SYCAMORE

St1te

IL

IL

IL

IL

IL

IL

IL

IL

IL

IL

Zip Code Countv

60178 DEKALB

60US DEKALB

60115 DEKALB

60U5 DEKALB

60119 KANE

60135 DEKALB

60531 IASAllE

60548 DEKALB

60549 LA SAUE

60178 DEKALB

Country FDIC UNINUMbull Office Numberbull Hbullad Office Head Office ID_RSSD Comments

NATIONAL BANK amp TRUST COMPANY Of

UNITED STATES 6414 0 SYCAMORE THE 534345 NATIONAL BANK amp TRUST COMPANY OF

UNITED STATES 221714 2 SYCAMORE THE 534345 NATIONAL BANK amp TRUST COMPANY Of

UNITpound0 STATES 475977 9 SYCAMORE THE 534345

NATIONAL BANK amp TRUST COMPANY OF

UNITED STATES 10484 5 SYCAMORE THE 534345 NATIONAL BANK amp TRUST COMPANY OF

UNITED SfATES 475976 8 SYCAMORE THE 534345

NATIONAL BANK amp TRUST COMPANY OF

UNITED STATES 424666 4 SYCAMORE THE 534345 NATIONAL BANK amp TRUST COMPANY OF

UNITED STATES 237859 7 SYCAMOftE THE 534345 NATIONAL BANK amp TRUST COMPANY Of

UNITED STAttS 530108 10 SYCAMORE THE 534345 NATIONAL BANK amp TRUST COMPANY Of

UNITED STATES 2318S8 6 SYCAMORE THE 534345 NATIONAL BANK amp TRUST COMPANY OF

UN ITED STATES 264332 1 SYCAMORE THE 534345

Re ort Item 3 Securities Holders

FR Y-6

NI Bancshares Corporation

Sycamore IL

Fiscal Year Ending December 3 1 201 4

Current Securities Holders with ownership control or holdings of 5 or more with power to vote as-of fiscal year end

Securities Holders not listed in 3(1 )(a) through (3)(1 )(c) that had

ownership control or holdings of 5 or more with power to vote

during the fiscal year

(1 )(a)

Name amp Address (City

State Country)

James W Dutton

Tulsa OK USA

Jane Danielson

Freeport ME USA

Anne Pick

St Paul MN USA

(1 )(b)

Country of

Citizenship or

Incorporation

USA

USA

USA

(1 )(c) Number and

Percentage of Each

Class of Voting

Securities

62324 shares 594

84563 shares 806

88480 shares 843

(2)(a) (2)(b)

Country of

Name amp Address Citizenship or

(City State Country) Incorporation

(2)(c) Number and

Percentage of Each

Class of Voting

Securities

FA Y--6

NI Bancshares Corporation Sycamore ll

Ascal Year Ending December 311 2014

(1) (2) (3)(bull) (3)(b) (3)(o) (4)(bull) (4)(b) (4)(o) Percentage of List names of other companies

Percentage of Voting Securities Includeamp partnerships) If 25 or more Voting Securities ln Subsidiaries of voting securftles are held (list

Names amp Address Principal Occupation II other than Title amp Position with Title amp Position with Subsidiaries Title amp Position with Other Businesses Jn Holding (Include names names ol companies and percentage of

(City State Country) with Holding Company Holding Company (Include names of subsidiaries) (Include names ol other businesses) Company of subsidiaries) voting securltles held)

Michael A Cullen NIA Director President amp CEO Director President amp CEO NIA 018 None NIA Sycamore IL USA The National Bank amp Trust

Company of Sycamore

Richard N Anderson President - Anderson Director Director President 159 None Anderson Funeral Home Ltd (100) DeKalb JL USA Funeral Home Ltd The Natrona[ Bank amp Trust Anderson Funeral Home Ltd

Company of Sycamore

John H Boles NIA Director Retired Trust Officer NIA 149 None NIA Sycamore IL USA The National Bank amp Trust

Company of Sycamore

Evelina J Cichy Retired Vice President of Instruction Director Director NA 015 None NIA DeKalb IL USA Klshwaukee College The Natrona Bank amp Trust

Company of Sycamore

James W Dutton CFO Macrosolva lnc Chairman of the Board Chairman of the Board CFO Macrosolve lnc 594 None NIA Tulsa OK USA The Natonal Bank amp Trust

Company of Sycamore

Robert B Johnson Partner - Johnson Farms Director Director Partner 063 None Johnson Farms (40) DeKalb IL USA The National Bank amp Trust Johnson Farms

Company of Sycamore

Robert C Johnson NIA Director Director NIA 034 None NIA DeKalb IL USA The National Bank amp Trust

Company of Sycamore

Kevin P Poorten President amp CEO - Kish Health Syse Director Director NA 005 None NIA DeKalb IL USA The National Bank amp Trust

Company of Sycamore

Douglas C Roberts Private Investor Director Director PresidentmiddotZea mays Holdings LLC 382 None Zea mays Holdngs LLC (100) Sycamore IL USA The National Bank amp Trust

Company of Sycamore

Tmothy P Suter President amp CEO - Suter Company Director Director NA 002 None NIA Sycamore IL USA The Natlonal Bank amp Trust

Company of Sycamore

Report lem 4 Insiders -PAGE 2 of 2

Tami Armstrong NIA NIA VP Brand amp Marketng NIA 0005 None NIA Sycamore IL USA The Natonal Bank amp Trust

Company of Sycamore

Bradley V Brown NIA NIA SVP Consumer Banking NIA 0004 None NIA DeKalb IL USA The Natlonal Bank amp Trust

Company of Sy9amore

Michelle Carlson NIA NIA VP Operallons NIA 0004 None NIA SuQar Grove IL USA The National Bank amp Trust

Company of Sycamore

Sa_111antha J Dalley NIA NIA VP Human Resources NIA 0003 None NIA Sycamore IL USA The National Bank amp Trust

Company of Sycamore

James Dombek NIA NIA VP Personal Trust Manager NIA 0002 None NIA Sycamore IL USA The National Bank amp Trust

Company of Sycamore

Michael Hawley Geneva IL USA NIA NIA Sr VP Sr Commercial Loan Officer NIA 0005 None NIA

The Natfonal Bank amp Trust Company of Sycamore

Charles C Kaiser NIA NIA Sr VP Senior Lending Officer NIA 0007 None NIA Sycamore IL USA The National Bank amp Trust

Company of Sycamore

Karen Kupper NIA NIA SVP Chief Credit Offcer NIA 0003 None NIA Hinkley IL USA The Natonal Bank amp Trust

Company of Sycamore

Davld N McCoy NIA Treasurer SVP Chief Flnanclitl Officer NIA 0006 None NIA South Elgin IL USA The Natlonal Bank amp Trust

Company of Sycamore

Mark ODell NIA NIA VP Sr Residentlal loan Officer NIA 0000 None NIA Aurora IL USA The National Bank amp Trust

Company of Sycamore

A David VanBuren NIA NIA SVP Trust amp Investments NIA 0005 None NIA Sycamore IL USA The National Bank amp Trust

Company of Sycamore

  • FR Y-6 Cover Page
  • Report Item 1 Annual Report to Shareholders
  • Report Item 2a Organization Chart
  • Report Item 2b Domestic Branch Listing
  • Report Item 3 Securities Holders
  • Report Item 4 Insiders
Page 8: Annual Report of Holding Companies-FR Y-6/media/others/banking/...consistent and deliberate in implementing our strategic initiatives. In addition to our loan growth, our trust assets

2014 2013

For the year

Net income $ 1050 $ 976

Diluted earnings per share 100 93

Dividends declared 525 522

Dividends per share 050 050

Net interest income after provision for Joan losses 17127 14605

At year end

Total assets $ 611854 $ 611 906

Total deposits 548940 549645

Loans and Joans held for sale 407491 383074

Securities including Federal Horne Loan Bank and Federal Reserve Bank stock 129871 150961

Stockholders equity 56136 54369

Trust assets under management 700997 663726

Book value per share 5348 5183

Ratios()

Return on average core stockholders equity 20 23

Return on average assets 02 02

(Dollars in thousands except per share data)

Total assets in millions of dollars Net income in millions of dollars

$700 $7

6119 6119

$600 $6

middot$500 c $5

$400 $4 36

$300 $3

$200 $2

$100 $1

$0 $0

11 12 13 14 11 12 13 14

--

Financial Highlights

Years ended December 31

2012 2011

$ 3622 $ 1536

268 109

589 591

050 042

15991 15292

$ 592879 $ 590073

527006 515957

334246 318144

143460 141738

56272 71626

600996 574093

5421 5098

57 24

06 03

Year end stock data per share in dollars

bull BookValue $70

- Stock Price

$60 54

$40

$30

$20

$10

$0

11 12 13 14

Consolidated Balance Sheets At December 31

Assets

Cash and due from banks Interest bearing deposits in other

financial institutions

Cash and cash equivalents Securities available for sale Federal Home Loan Bank and

Federal Reserve Bank stock Loans held for sale Loans net of allowance for loan losses of

$3906 in 201 4 and $3240 in 201 3 Land premises and equipment net other real estate owned Mortgage servicing rights Goodwill Intangible assets Bank owned life insurance Accrued interest receivable and other assets

Total assets

Liabilities

Noninterest-bearing deposits Interest-bearing deposits

Total deposits

Other borrowings Accrued interest payable and other liabilities

Total liabilities

Stockholders equity

Preferred stock $50 par value 20000 shares authorized none issued

Common stock $1 25 par value 2000000 shares authorized issued 1 676425 and 1 675735 shares at December 31 201 4 and 201 3 respectively and outstanding of 1 049789 and 1 049059 respectively

Additional paid in capital Retained earnings Accumulated other comprehensive income (loss) net Treasury stock 626676 shares in 201 4 and

201 3 at cost

Total stockholders equity

Total liabilities and stock1olders equity

(Dollars in thousands) See accompanying notes to consolidated financial statements

2014

$ 1 871 5

8000

26715 1 28224

1 647 2432

405059 21 1 57

7456 2447 3265

-81 09 5343

$611854

$ 1 1 2872 436068

548940

3600 3 178

555718

-

2094 9607

72747 506

(28818)

56136

$611854

2013

$ 25838

1 1 000

36838 1 49467

1 494 5902

3771 72 21 938

7534 2524 3265

90

5682

$611906

$ 1 05652 443993

549645

4800 3092

557537

2093 9447

72222 (575)

(2881 8)

54369

$611906

Interest income

Loans Securities taxable Securities tax-exempt Interest bearing deposits

in other financial institutions

Total interest income

Interest expense

Deposits

Other borrowings

Total interest expense

Net interest income

Provision for loan losses

Net iQterest income after provision for loan losses

Noninterest income

Trust fees Income from mortgage banking Service charges on deposit accounts Realized securities gains net Other income

Total noninterest income

Noninterest expense

Salaries and employee benefits Occupancy expense FDIC Insurance Other real estate owned Other expense

Total noninterest expense

Income before income taxes

Provision for income taxes r---

------------middot-middot------ ------ _Net incdeg=-

- __ _ _ ___ _ _ ___ _ _ ___ _ _ _ ____ _ Basic earnings per share Diluted earnings per share

(Dollars in thousands) See accompanying notes to consolidated financial statements

2014

$ i S371 1 491

775

1 04

20741

21 1 4

1 50

2264

1 8477

1 350

1 7 1 27

4748 1 078 2095

368 1 308

9597

1 3283 3252

524 1 582 6943

25584

1 1 40 90

$ _ 10_50

$ 1 00 $ 1 00

Consolidated Statements of Income Years ended December 31

2013 201 2

$ 1 7 599 $ 1 8233 1 354 2038

764 767

205 251

1 9922 21 289

2882 3493

1 92 34

3074 3527

1 6848 1 7762

2243 1 771

1 4605 1 5991

4662 5025 21 57 2403 1 997 1 754

434 2084 1 1 93 945

1 0443 1 2211

1 2789 1 2787 3049 281 4

5 17 668 1 430 640 5915 5778

23700 22687

1 348 551 5 372 1 893

$ 976 $ 3622

$ 94 $ 268 $ 93 $ 268

Consolidated Statements of Comprehensive Income (Loss) At December 31

Net income

Other comprehensive income (loss)

Unrealized appreciation depreciation) on available for sale securities net of taxes of $682 $(1 1 7 4) and $3 for 201 4 2013 and 201 2 respectively

Less reclassification adjustment for realized gains included in net income net of taxes of $1 26 $1 48 and $709 for 201 4

2014

$ 1050

$ 1 323

201 3 and 201 2 respectively 242

$ 1 081

Comprehensive income (loss) $ 2 131

(Dollars in thousands See accompanying notes to consolidated financial statements

2013

$ 976

$ (2280)

286

$ 2566)

$ (1590

2012

$ 3622

$ 5

middot1 375

$ (1 370)

$ 2252

Common Stock

Balances at December 31 2011 $ 2049

Net income Other comprehensive income (loss) Purchase of 392663 shares of

treasury stock Exercise of 24502 stock options 30 Stock compensation - Directors 2 Stock compensation expense Cash dividends declared

$50 per share

Balances at December 31 2012 2081

Net income Other comprehensive income (loss) Exercise of 667 stock options Stock compensation expense Cash dividends declared

$50 per share Issuance of restricted stock 11

Balances at December 31 2013 2093

Net income Other comprehensive income (loss) Exercise of 1000 stock options Stock compensation expense Cash dividends declared

$50 per share

Balances at December 31 2014 $ 2094

(Dollars in thousands) See accompanying notes to consolidated financial statements

Consolidated Statements of Stockholders Equity Years ended December 31

Additional Accumulated Other Total

Paid In Retained Comprehensive Treasury Stockholders

Capital Earnings Income (Loss) Net Stock Equity

$ 8237 $ 68735 $ 3361 $ (10756) $ 71626

3622 3622 (1370) (1370)

(18062) (18062) 865 895

35 37 113 1 13

(589) (589)

9250 71768 1991 (28818) 56272

976 976 (2566) (2566)

21 22 187 187

(522) (522) (11)

9447 72222 (575) (28818) 54369

1 050 1050 1081 1081

31 32 129 129

(525) (525)

$ 9607 $ 72747 $ 506 $ (28818) $ 56136

Consolidated Statements of Cash Flows Years ended December 3i

Cash flows from operating activities

Net income Adjustments to reconcile net income to net cash from operating activities

Amortization and accretion of securities Amortization of intangibles Realized security gains net Depreciation Loss (gain) on sale of premises and equipment Gain on sales of loans Loss on sale and valuation adjustments

of other real estate owned (Increase) decrease in mortgage loans held for sale Amortization of mortgage servicing rights Deferred tax benefit Stock compensation expense net Provision for loan losses (Increase) decrease in interest receivable and other assets Increase (decrease) in interest payable and other liabilities

Net cash provided by operating activities

Cash flows from investing activities

Redemption of FHLB stock Securities available for sale

Proceeds from sales Proceeds from maturities and calls Purchases

Sale of other real estate owned Increase in loans net Purchases of premises and equipment Proceeds from sale of premises and equipment Purchase of bank-owned life insurance

Net cash used by investing activities

Cash flows from financing activities

Proceeds from (repayment 01) holding company borrowing Net increase (decrease) in deposit activities Cash dividends paid Purchases of treasury stock Exercise of stock options

Net cash provided (used) by financing activities Net change in cash and cash equivalents Cash and cash equivalents at beginning of year Cash and cash equivalents at end of year

Supplemental cash flows information

Interest paid Income taxes paid Transfer from loans to other real estate owned

(Dollars in thousands middotsee accompanying nofes to consolidated financial middotstatements

$

$

$ $ $

2014

i 050

56i 90

(368) i 449

-(990)

i 82i 4i29

408 60

i 29 i 350

948 (i i 39) 9498

-

23322 27735 (28523)

2289 (33269)

(838) 1 70

(8 i 09) (1 7223)

(i 200) (705) (525)

-32

(2398) (i0i 23) 36838 267i 5

2278 74i

4032

2013 2012

$ 976 $ 3622

i 037 i i 76 i 8i i 80

(434) (2084) i 373 i 057

i (3) (2636) (34i 5)

i 029 i 058 2i37 (264)

506 i Oi 2 i 96 (68) i 87 i i 3

2243 i 77i 9i) 4i 9

i 969 i 904 8674 6478

847

21662 38789 38844 37290 (72497) (79835)

875 i 772 (57900) (1627 4)

(i i 22) (5942) 25 526

(70i i 3) (22827)

(i 200) 6000 22639 1 i 049

(522) (589) (i 8062)

22 932 20939 (670) (40500) (i 70i 9) 77338 94357

$ 36838 $ 77338

$ 3i18 $ 3589 $ i i 73 $ 2249 $ 51 67 $ 76i

Notes to Consolidated Financial Statements

f Summary of Significant Accounting Policies

PRINCIPLES OF CONSOLIDATION The consolidated financial statements of NJ Bancshares Corporation (the Corporation) include the accounts of the Corporation and its wholly owned subsidiary The National Bank amp Trust Company of Sycamore (the Bank) Significant intercompany transactions and accounts have been eliminated in consolidation

NATURE OF OPERATIONS The Bank provides a variety of financial services to individuals and businesses in DeKalb LaSalle and Kane Counties through its ten locations Branch offices include two locations in Sycamore three locations in DeKalb and one location in each of the towns of Elburn Genoa Leland Serena and Sandwich The Banks primary deposit products are checking accounts interestshybearing savings accounts certificates of deposit and individual retirement accounts The Banks primary lending products are commercial Joans real estate Joans and consumer Joans The Bank also maintains a trust department and originates residential mortgage Joans for sale in the secondary market The Bank is nationally chartered Deposits up to $250000 are insured by the Federal Deposit Insurance Corporation The Bank is subject to the regulations and supervision of the Office of the Comptroller of the Currency The Corporation is subject to the regulations and supervision of the Feder-al Reserve Bank

USE OF ESTIMATES The preparation of financial statements in conformity with accounting principles generally accepted in the United States (GAAP) requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of income and expense during the reporting period Actual results could differ from those estimates Material estimates that are particularly susceptible to significant change in the near term relate to the valuation of the allowance for Joan losses the valuation of other real estate owned the classification and valuation of securities the determination of fair values of financial instruments the impairment of goodwill and intangibles mortgage servicing rights and the status of contingencies

SIGNIFICANT CONCENTRATIONS OF CREDIT RISK Most of the Corporations activities are with customers located within the Illinois counties of DeKalb LaSalle and Kane Note I l l discusses the types of lending in which the Corporation is engaged The Corporation does not have any significant concentrations to any one industry customer or geographic location

CASH AND CASH EQUIVALENTS For purposes of reporting cash flows cash and cash equivalents include cash on hand amounts due from banks and federal funds sold Generally federal funds are sold and purchased for one-day periods Customer deposit and loan activities are reported on a net basis

At December 3i 20i 4 the Corporations cash accounts exceeded federally insured limits by approximately $1 i 973 thousand

SECURITIES Securities classrfied as available for sale are those debt or equity securities that the Bank intends to hold for an unspecified period of time but not necessarily to maturity Unrealized gains or losses are reported as increases or decreases in a separate component of stockholders equity net of the related deferred tax effect

The amortization of premiums and the accretion of discounts on securities are deducted from and added to interest income Realized gains or losses on sales of securities are determined using the specific-identification method Securities are written down to fair value when a decline in fair value is not temporary

Declines in the fair value of securities below their cost that are other than temporary are reftected as realized losses In estimating other-than-temporary losses management considers (i) the length of time and extent that the fair value has been Jess than cost (2) the financial condition and near term prospects of the issuer and (3) the intent of the Corporation to not sell the security or whether it is more likely than not that the Corporation will be required to sell the security before its anticipated recovery

During 201 4 201 3 and 201 2 the bank initiated a strategy to sell certain held for sale investment securities and subsequently reinvest the proceeds of those into similar held for sale investment securities The strategy included extending the weighted average maturity of a portion of the portfolio for interest rate risk purposes and accelerated the recognition of income from the portion that was sold As a result there was a gain of the sale of those securities of $368 $434 and $2084 thousand gross before taxes respectively

RESTRICTED STOCK The Bank as a member of the Federal Home Loan Bank of Chicago (FHLB) is required to maintain an investment in the capital stock of the Federal Home Loan Bank T he Bank also maintains an investment in the capital stock of the Federal Reserve Bank (FRB) For financial reporting purposes such stock is carried at cost which approximates fair value based on the redemption provisions of each institution

LOANS HELD FOR SALE Real estate loans originated and intended for sale in the secondary market are carried at the lower of cost or fair value in the aggregate as determined by outstanding commitments from investors Net unrealized losses if any are recorded as a valuation allowance and charged to earnings

Mortgage loans held for sale are generally sold with servicing rights retained The carrying value of mortgage loans sold is reduced by the cost allocated to the servicing right Gains or losses on sales of mortgage loans are based on the difference between the selling price and the carrying value of the related loan sold

Notes to Consolidated Financial Statements

SERVICING RIGHTS Servicing rights are recognized as assets for the allocated value of retained servicing rights on sold loans Servicing rights are expensed in proportion to and over the period of estimated net servicing revenues Impairment is evaluated based on the fair value of the rights using groupings of underlying loans as to loan term rate and then as to loan type Fair value is based upon discounted cash flows using market based assumptions Any impairment is reported as a valuation allowance to the extent that fair value is Jess than the capitalized amount

LOANS Loans are stated at the amount of unpaid principal net of unearned income and the allowance for loan losses Interest on loans is accrued daily and is computed on the principal balance outstanding

Loan origination fees net of certain direct organization costs are deferred and recognized as an adjustment of the yield of the related loans

In general interest income on mortgage and commercial loans is discontinued at the time the loan is 90 days delinquent unless the loan is well secured and in process of collection Consumer loans are typically charged off no later than 180 days past due In all cases loans are placed on non-accrual or charged-off at an earlier date if collection of principal or interest is considered doubtful

All interest accrued but not received for the loans placed on nonshyaccrual are reversed against interest income Interest received on such loans is accounted for on the cash basis or cost-recovery method until qualifying for return to accrual Loans are returned to accrual status when all the principal and interest amounts contractually due are brought current and future payments are reasonably assured

ALLOWANCE FOR LOAN LOSSES The allowance for loan losses is maintained at a level considered adequate to provide for probable incurred loan losses Allowances for impaired loans are generally determined based on collateral values or the present value of estimated cash flows discounted at the loans effective interest rate The allowance is increased by provisions charged to operating expense and reduced by net charge-offs Loans are charged off to the allowance for loan losses when and to the extent that they are deemed uncollectible by management Management makes continuous credit reviews of the loan portfolio and considers current economic conditions historical loan loss experience and other factors in determining the adequacy of the allowance

Allocations of the allowance may be made for specific loans but the entire allowance is available for any loan that in managements judQrnent should be charged off

The allowance consists of specific and general components The specific component relates to loans that are individually classified as impaired or loans otherwise classified as substandard or doubtful The general component covers non-classified loans and is based on historical loss experience adjusted for current factors

A loan is impaired when full payment under the Joan terms is not expected Commercial and commercial real estate loans are individually evaluated for impairment If a Joan is impaired a portion of the allowance is allocated so that the loan is reported net at the present value of estimated future cash flows using the loans existing rate or at the fair value of collateral if repayment is expected solely from the collateral Large groups of smaller balance homogeneous loans such as consumer and residential real estate loans are collectively evaluated for impairment and accordingly they are not separately identified for impairment disclosures

LAND PREMISES AND EQUIPMENT Land is stated at historical cost Premises and equipment are stated at cost less accumulated depreciation Depreciation is computed principally on the straight-line method over the estimated useful lives of the assets These assets are reviewed for impairment when events indicate the carrying amount may not be recoverable

OTHER REAL ESTATE OWNED Real properties acquired through or in lieu of loan foreclosure are to be sold and are initially recorded at fair value less the cost to sell at the date of the foreclosure establishing the new cost basis After foreclosure valuations are periodically performed by management and the real estate is carried at the lower of carrying amount or fair value less the estimated cost to sell Revenue and expenses from the operations changes in the valuation of the property and gain or loss on the disposition of the property are included in other expenses or other income as incurred

EARNINGS PER SHARE Basic earnings per share is calculated based on weightedshyaverage common shares outstanding Diluted earnings per share includes the dilutive effect of additional potential common shares issuable under stock options and restricted stock awards

GOODWILL AND INTANGIBLE ASSETS Goodwill results from business acquisitions and represents the excess of the purchase price over the fair value of acquired tangible assets and liabilities and identifiable intangible assets Goodwill and indefinite-lived intangibles are evaluated annually for impairment or more frequently if impairment indicators are present A qualitative assessment is performed to determine whether the existence of events or circumstances leads to a determination that it is more likely than not the fair value of the reporting unit or indefinite-lived intangible asset is Jess than its carrying amount If based on the evaluation it is determined to be more likely than not that the fair valued is less than the carrying value then the goodwill or indefinite-Jived intangible is tested further for impairment If the implied fair value of goodwill or the fair value of the indefinite-lived intangible is lower than their carrying amounts an impairment loss is recognized in an amount equal to the difference Subsequent increases in goodwill value

- are not recognized in the financial statements

Intangible assets consist of core deposits arising from a whole bank acquisition They are initially measured at fair value and then are amortized over their estimated useful lives These assets are reviewed for impairment when events indicate the carrying amount may not be recoverable

Notes to Consolidated Financial Statements

LOAN COMMITMENTS AND RELATED FINANCIAL INSTRUMENTS Financial instruments include off-balance sheet credit instruments such as commitments to make loans and commercial letters of credit issued to meet customer financing needs The face amount for these items represents the exposure to loss before considering customer collateral or ability to repay Such financial instruments are recorded when they are funded

IMPAIRMENT OF LONG-LIVED ASSETS The Corporation reviews long-lived assets for impairment whenever events or changes in circumstances indicate the carrying amount of an asset may not be recoverable Recoverability of assets to be held and used is measured by a comparison of the carrying amount of an asset to future undiscounted net cash flows expected to be generated by the asset If such assets are considered to be impaired the impairment to be recognized is measured by the amount by which the carrying amount of the assets exceeds the fair value of the assets Assets to be disposed of are reported at the lower of carrying amount or fair value less costs to sell

TRANSFERS OF FINANCIAL ASSETS Transfers of financial assets are accounted for as sales when control over the assets has been surrendered Control over transferred assets is deemed to be surrendered when (1 ) the assets have been isolated from the Corporation (2) the lransferee obtains the right (free of conditions that constrain it from taking advantage of that right) to pledge or exchange the transferred assets and (3) the Corporation does not maintain effective control over the transferred assets through an agreement to repurchase them before their maturity

TRUST ASSETS AND FEES Assets of the Trust Department are not included in these consolidated financial statements because they are not assets of the Corporation or the Bank Fee income generated from trust services is primarily recorded on the accrual method

INCOME TAXES Deferred income taxes are provided on temporary differences between financial statement and income tax reporting Temporary differences are differences between the amounts of assets and liabilities reported for financial statement purposes and their tax bases

Deferred tax assets are recognized for temporary differences that will be deductible in future years tax returns and for operating loss and tax credit carryforwards Deferred tax assets are recognized only if it is more likely than not that the tax position will be realized or sustained upon examination by the relevant taxing authority A tax position that meets the more-likely-thanshynot recognition threshold is initially and subsequently measured as the largest amount of tax benefit that has a greater than 50 percent likelihood of being realized upon settlement with a taxing authority that has full knowledge of all relevant information

Deferred tax assets are reduced by a valuation allowance if it is deemed more likely than not that some or all of the deferred tax assets will not be realized Deferred tax liabilities are recognized for temporary differences that will be taxable in future years

COMPREHENSIVE INCOME (LOSS) Comprehensive income (loss) consists of net income (loss) and other comprehensive income (loss) Other comprehensive income (loss) includes unrealized gains and losses on securities available for sale net of taxes These unrealized gains and losses net of taxes are also recognized as separate components of equity

LOSS CONTINGENCIES Loss contingencies including claims and legal actions arising in the ordinary course of business are recorded as liabilities when the likelihood of loss is probable and an amount or range of loss can be reasonably estimated Management does not believe there are matters that will have a material effect to the Corporation the Bank or the Banks Trust Department or on the fiancial statements of the Corporation

STOCK COMPENSATION PLANS Compensation cost is measured using the fair value of an award on the grant dates and is recognized over the service period which is usually the vesting period Compensation cost related to the non-vested portion of awards outstanding is based on the grant-date fair value of those awards T he Corporation has an incentive stock option plan and restricted stock awards which are described more fully in Note IX

TREASURY STOCK Common stock shares repurchased are recorded at cost Cost of shares retired or reissued is determined using the first-in firstshyout method

During 201 2 the Corporation purchased 392663 treasury shares This was primarily accomplished through two transactions the first involving a negotiated purchase of shares from certain members of the Dutton Family and their affiliates and the second involving a tender offer with our shareholders These treasury shares were all repurchased at $46 per share a discount to the current book value per share Detailed information related to these transactions was provided to stockholders in an Offer to Purchase dated November 1 201 2 The total cost to capital of the Corporation was $1 6940 thousand for these treasury shares

Notes to Consolidated Financial Statements

II Securities

Amortized cost and fair values of securities classified as available for sale with gross unrealized gains and losses at December 31 are summarized as follows (Dollars in thousands)

US Obligations of US Government- States and Political Certificates Equity Total

Treasury Sponsored Entities Subdivisions of Deposit Securities Securities

2014 Amortized cost $ 1 4470 $ 7981 6 $ 31 728 $ 988 $ 456 $ 1 27458 Gross unrealized gains 2 536 694 1 232 Gross unrealized losses (28) (233) (205) (466)

Fair value $ 1 4444 $ 80 1 1 9 $ 32217 $ 988 $ 456 $ 1 28224

2013 Amortized cost $ 1 5007 $ 94907 $ 37030 $ 988 $ 2406 $ 150338 Gross unrealized gains 1 0 1 1 7 854 981 Gross unrealized losses (2) (926) 924) (1 852)

Fair value $ 1 501 5 $ 94098 $ 36960 $ 988 $ 2406 $ 1 49467

The fair values of debt securities classified as available for sale by contractual maturity at December 31 2014 are as follows (Dollars in thousands)

1 year or l ess Over 1-5 years Over 5-10 years Over 1 0 years Total

US Treasury $ 5000 $ 9444 $ $ $ 1 4444

US government-sponsored entities 1 7057 47722 1 5340 80 1 1 9

Obligations of states and political subdivisions 3964 9859 1 8394 3221 7

Certificates of deposit 988 988

Total $ 26021 $ 6801 3 $ 33734 $ $1 27768

Expected maturities may differ from contractual maturities because the borrowers may have the right to call or prepay obligations with or without call or prepayment penalties Other equity securities include mutual funds which have no maturity date Securities with a market value of $1 220 million and $1 21 0 million at December 31 201 4 and 201 3 respectively are pledged to secure public deposits and other purposes as required or permitted by law

middot

Amortized cost gross reaiized gains gross realized losses and saies proceeds from available for sale securities sold matured or called at December 31 are summarized as follows (Dollars in thousands)

2014 2013 2012

Amortized cost $ 50689 $ 60072 $ 73995 Gross realized gains 546 435 2093 Gross realized losses (1 78) (1 ) (9) Proceeds $ 51 057 $ ousuo $ 70UJ

Notes to Consolidated Financial Statements

I I Securities cont

The following tabes present investments gross unrealized losses and fair value at December 31 aggregated by Investment category and length of time that Individual securities have been in a continuous unrealized loss position Dollars In thousands)

Less Than 12 Months 12 Months or More Total Fair Value Unrealized Loss Fair Value Unrealized Loss Fair Value U n realized Loss

2014 US Treasury $ 9444 $ (28) $ $ $ 9444 $ (28) US government-

sponsored entities i 7529 (43) i 5009 (i 90) 32538 (233) Obligations of states and

political subdivisions i 983 (i7) 6475 (i 88) 8458 (205) $ 28956 $ (88) $ 2i 484 $ (378) $ 50440 $ (466)

Less Than 12 Months 12 Months or More Total Fair Value Unrealized Loss Fair Value Unrealized Loss Fair Value Unrealized Loss 2013

US Treasury $ 3994 $ (2) $ $ $ 3994 $ (2)

US government-sponsored entities 7222i (926) 7222i (926)

Obligations of states and political subdivisions i 2042 (597) 3 i30 (327) i 5i 72 (924)

$ 88257 $ (i 525) $ 3i30 $ (327) $ 9i 387 $ (1 852)

At December 3i 20i 4 37 US Treasury US government-sponsored entities and obligations of states and political subdivisions securities have an unrealized loss with aggregate depreciation of less than one-quarter percent of the Corporations amortized cost basis Management views fluctuation in agencies as temporary market fluctuations There were i 9 securities with an unrealized loss for over i 2 months The fair value is expected to recover as the bonds approach maturity The nature and quality of these investments remain adequate and continue to have a Moodys rating of an A or above as required by Bank policy Management views the losses associated with US Treasury US government-sponsored entities and obligations of states and political subdivisions securities to also be temporary market fluctuations

Notes to Consolidated Financial Statements

III Loans

Classes ofoans at December 31 include (Dollars in thousands)

2014 2013

Construction and land development $ 1 4 199 $ 1 9798 Farmland 20488 1 7397 Residential real estate 1 1 5291 1 04873 Nonresidential real estate 1 37499 1 3501 4 Agricultural production 1 2530 1 2968 Commercial 45940 41 273 Loans to individuals 57280 42883 Other 5738 6206

Total Joans and leases $ 408965 $ 38041 2 Allowance for loan losses (3906) (3240)

Total loans and leases net $ 405059 $ 377 1 72

The Bank maintains lending policies and procedures designed to focus lending efforts on the type location and duration of loans most appropriate for its business model and markets The Banks principal lending activity is the origination of residential and commercial real estate loans commercial loans consumer loans and home equity lines of credit The primary lending market is located within the Illinois counties of DeKalb LaSalle and Kane Generally loans are collateralized by assets of the borrower and guaranteed by the principals of the borrowing entity

The Board of Directors reviews and approves the Banks lending policy on an annual basis Quarterly the Board reviews the allowance for loan losses and reports related to loan production loan quality concentrations of credit loan delinquencies and non-performing and potential problem loans

The Bank does not accrue interest on any asset which is maintained on a cash basis because of deterioration in the financial position of the borrower any asset for which payment in full of interest or principal is not expected or any asset upon which principal or interest has been in default for a period of ninety days or more unless it is both well secured and in the process of collection A non-accrual asset may be restored to an accrual status when none of its principal and interest is due and unpaid or when it otherwise becomes well secured and in the process of collection

The Bank periodically performs an independent loan review of outstanding loans through the use of an outside third party The primary objective of the independent loan review function is to ensure the maintenance of a quality loan portfolio and minimize the potential for Joan losses The Joan review engagement is responsible for reviewing a sample of existing loans for compliance with internal policies and procedures In addition to reviewing Joans for compliance the loan review analyzes the appropriateness and timeliness of risk grading and problem loan identification by loan officers

Notes to Consolidated Financial Statements

I l l Loans cont

The Corporation categorizes loans into risk categories based on relevant information about the ability of borrowers to service their debt such as current financial information historical payment experience credit documentation public information and current economic trends among other factors This analysis is performed on an annual basis at a minimum The Corporation uses the following definitions for risk ratings

Internal Risk Categories Loan grades are numbered i through 7 Grades i through 4 are considered pass grades The grade of 5 or Special Mention represents loans of lower quality and is considered criticized The grades of 6 or Substandard and 7 or Doubtful refer to assets that are classified The use and application of these grades by the bank will be uniform and shall conform to the banks policy

Pass (1) loans are of superior quality with excellent credit strength and repayment ability providing a nominal credit risk

Pass (2) loans are of above average credit strength and repayment ability providing only a minimal credit risk

Pass (3) loans of reasonable credit strength and repayment ability providing an average credit risk due to one or more underlying weaknesses

Pass (4) loans of the lowest acceptable credit strength and weakened repayment ability providing a cautionary credit risk due to one or more underlying weaknesses New borrowers are typically not underwrillen witl1in this classification

Special Mention (5) assets have potential weaknesses that deserve managements close attention If left uncorrected these potential weaknesses may result in deterioration of the repayment prospects for the asset or in the institutions credit position at some future date Special mention assets are not adversely classified and do not expose an institution to sufficient risk to warrant adverse classification Ordinarily special mention credits have characteristics which corrective management action would remedy

Substandard (6) loans are inadequately protected by the current sound worth and paying capacity of the obligor or of the collateral pledged if any Loans so classified must have a well-defined weakness or weaknesses that jeopardize the liquidation of the debt They are characterized by the distinct possibility that the Bank will sustain some loss if the deficiencies are not corrected

Doubtful (7) loans classified as doubtful have all the weaknesses inherent in those classified Substandard with the added characteristic that the weaknesses make collection or liquidation in full on the basis of current known facts conditions and values highly questionable and improbable

Risk characteristics applicable to each segment of the loan portfolio are described as follows

Residential 1 -4 Family The residential i -4 family real estate are generally secured by owner-occupied i -4 family residences Repayment of these loans is primarily dependent on the personal income and credit rating of the borrowers Credit risk in these loans can be impacted by economic conditions within the Banks market areas that might impact either property values or a borrowers personal income Risk is mitigated by the fact that the loans are of smaller individual amounts and spread over a large number of borrowers

Non-residential Real Estate Non-residential real estate loans typically involve larger principal amounts and repayment of these loans is generally dependent on the successful operations of the property securing the loan or the business conducted on the property securing the loan These loans are viewed primarily as cash flow loans and secondarily as loans secured by real estate Credit risk in these loans may be impacted by the creditworthiness of a borrower property values and the local economies in the Banks market areas

Construction and Land Development Real Estate Conshystruction and land development real estate loans are usually based upon estimates of costs and estimated value of the completed project and include independent appraisal reviews and a financial analysis of the developers and property owners Sources of repayment of these loans may include permanent loans sales of developed property or an interim loan commitment from the Bank until permanent financing is obtained These loans are considered to be higher risk than other real estate loans due to their ultimate repayment being sensitive to interest rate changes general economic conditions and the availability of long-term financing Credit risk in these loans may be impacted by the creditworthiness of a borrower property values and the local economies in the Banks market areas

Commercial The commercial portfolio includes loans to commercial customers for use in financing working capital needs equipment purchases and expansions The loans in this category are repaid primarily from the cash flow of a borrowers principal business operation Credit risk in these loans is driven by creditworthiness of a borrower and the economic conditions that impact the cash flow stability from business operations

Loans to individuals The consumer loan portfolio consists of various term and line of credit loans such as automobile loans and loans for other personal purposes Repayment for these types of loans will come from a borrowers income sources that are typically independent of the loan purpose Credit risk is driven by consumer economic factors (such as unemployment and general economic conditions in the Banks market area) and the creditworthiness of a borrower

Agricultural Production and Farmland Loans Agricultural production loans are generally comprised of seasonal operating lines to cash grain farmers to plant and harvest corn and soybeans and term loans to fund the purchase of equipment Farmland loans are primarily comprised of loans for the purchase of farmland Specific underwriting standards have been established for agricultural-related loans including the establishment of projections for each operating year base on industry developed estimates of farm input costs an expected commodity yields and prices Operating lines are typically written for one year and secured by the crop Loan-to-value ratios on Joans secured by farmland generally do not exceed 65 and have amortization periods limited to twenty-five years Federal government-assistance lending programs through the Farm Service Agency are used to mitigate the level of credit risk when deemed appropriate

Notes to Consolidated Financial Statements

The following table presents the credit risk profile of the Banks loan portfolio based on internal rating category and payment activity as of December 31 2014 and 2013 (Dollars in thousands)

Non Residential Residential Agricultural Loans-to

Construction Farmland Real Estate Real Estate Production Commercial Individuals Other

20 1 4 Loan Class Pass $ 1 1 274 $ 20488 $ 1 0941 2 $ 1 35059 $ 1 2530 $ 45386 $ 57280 $ 5738 Special mention 1 261 Substandard 2925 5879 1 1 79 554 Doubtful Total $ 1 4 1 99 $ 20488 $ 1 15291 $ 1 37499 $ 1 2530 $ 45940 $ 57280 $ 5738

201 3 Loan Class Pass $ 1 6327 $ 1 6505 $ 98646 $ 1 29428 $ 1 2 1 28 $ 38282 $ 42883 $ 6206 Special mention 892 5667 448 840 2503 Substandard 3471 560 5 138 488 Doubtful Total $ 1 9798 $ 1 7397 $ 1 04873 $ 1 3501 4 $ 1 2968 $ 41 273 $ 42883 $ 6206

The Bank evaluates the loan risk grading system definitions and allowance for loan loss methodology on an ongoing basis No significant changes were made to either during the past year

The accrual of interest on loans is discontinued at the time the loan is 90 days past due unless the credit is well-secured and in process of collection Past due status is based on contractual terms of the loan In all cases loans are placed on non-accrual or charged-off at the earlier date if collection of principal and interest is considered doubtful

All interest accrued but not collected for loans that are placed on non-accrual or charged-off is reversed against interest income The interest on these loans is accounted for on the cash-basis or cost-recovery method until qualifying for return to accrual Loans are returned to accrual status when all principal and interest amounts contractually due are brought current and future payments are reasonably assured

Notes to Consolidated Financial Statements

The following tables present the Corporation s loan portfolio aging analysis at December 31 (Dollars in thousands)

Non Residential Residential Agricultural Loans to

Construction Farmland Real Estate Real Estate Production Commercial Individuals Other Total

201 4 30-89 days past due $ $ $ 1 92 $ $ $ $ 707 $ 23 $ 922 90 days or greater

past due or nonaccrual 1 68 6327 551 92 2 7 140 Total past due and

nonaccrual 360 6327 551 799 25 8062 Current loans 1 4 1 99 20488 1 1 4931 1 31 1 72 1 2530 45389 56481 57 13 400903

Total loans receivable 1 4 1 99 20488 1 1 5291 1 37499 1 2530 45940 57280 5738 408965

Total loans 90 days or greater and accruing $ $ $ $ 571 1 $ $ $ 92 $ 2 $ 5805

2013 30-89 days past due $ $ $ 312 $ 57 $ $ $ 529 $ 28 $ 926 90 days or greater

past due or nonaccrual 770 4791 347 75 5983

Total past due and nonaccrual 1 082 4848 347 604 28 6909

Current loans 1 9798 1 7397 1 03791 1 301 66 1 2968 40926 42279 6 178 373503

Total loans receivable 1 9798 1 7397 1 04873 1 3501 4 1 2968 41273 42883 6206 38041 2

Total loans 90 days or greater and accruing $ $ $ 209 $ 3683 $ $ $ 75 $ $ 3977

A loan is considered impaired in accordance with the impairment accounting guidance (ASC 31 0-1 0-35-1 6) when based on current information and events it is probably the Corporation will be unable to collect all amounts due from the borrower in accordance with the contractual terms of the loan Impaired loans include non-performing commercial loans but also include loans modified in troubled debt restructurings where concessions have been granted to borrowers experiencing financial difficulties These concessions could include a reduction in the interest rate on the loan payment extensions forgiveness of principal forbearance or other actions intended to maximize collection

Included in certain loan categories in the impaired loans are troubled debt restructurings that were classified as impaired At December 31 201 4 and 201 3 the Corporation had $895 and $907 thousand respectively of commercial and non-residential real estate loans $76 and $76 thousand respectively in residential loans and $1 and $5 thousand respectively in consumer loans that were modified in troubled debt restructurings and impaired and that were performing in accordance with their modified terms

When economic concessions have been granted to borrowers who have experienced financial difficulties the loan is considered a troubled debt restructuring These concessions typically result from our loss mitigation activities and could include reductions in the interest rate payment extensions forgiveness of principal forbearance or other actions Troubled debt restructurings are considered impaired at the time of restructuring and typically are returned to accrual status after considering the borrowers sustained repayment performance as agreed for a reasonable period of at least six months or once the granted concessions have ended or are no longer applicable

As of December 31 201 4 and 201 3 the Bank had troubled debt restructurings all modification of payment terms with a recorded balance at original cost of $895 and $907 thousand respectively and consists of four commercial and non-residential real estate loans for both years which are all performing in accordance with the modified terms of the loan All four loans were added as troubled debt restructuring during the fourth quarter of 201 3 There was no difference between pre-modification and post-modification balances As of December 31 201 4 and 2013 the loans totaling $895 and $907 thousand respectively are on non-accrual and considered impaired by the Bank Based on the fair value of the collateral specific reserves required on the loans totaled $108 and $98 thousand as of December 31 201 4 and 2013 respectively During the years ended December 31 201 4 and 2013 there were no defaults of loans that had been modified as a troubled debt restructuring in the 1 2 month period prior to default

Notes to Consolidated Financial Statements I l l Loans cont

The following tables present the impaired loan balances (loans on non-accrual status) at December 31 (Dollars in thousands)

Non Residential Residential

Real Real Agricultural Loans to

Construction Farmland Estate Estate Production Commercial Individuals Other

20 1 4 Loans with out a specific

valuation al lowance Recorded balance $ $ $ 92 $ $ $ 487 $ $ Unpaid principal balance 92 487 Specific allowance Average investment in

impaired loans 278 4 1 99 1 02

Loans with a specific valuation al lowance

Recorded balance $ $ $ 76 $ 61 6 $ 63 Unpaid principal balance 76 61 6 63 Specific allowance 66 1 08 31 Average investment in

impaired loans 369 1 1 48 694

Total loans receivab l e Total Recorded balance $ $ $ 1 68 $ 61 6 $ $ 551 $ $ $ 1 335 Unpaid principal balance $ $ $ 1 68 $ 61 6 $ $ 551 $ $ $ 1 335 Specific allowance $ $ $ 66 $ 1 08 $ $ 31 $ $ $ 205 Average investment in

impaired Joans $ $ $ 648 $ 5346 $ $ 796 $ $ $ 6790

2013 Loans without a specific

valuation al lowance Recorded balance $ $ $ 299 $ 1 098 $ $ $ $ Unpaid principal balance 299 1 098 Specific allowance Average investment in

impaired loans 4037 280 5226 1 7 12

Loans with a specific valuation al lowance

Recorded balance $ $ $ 261 $ $ 347 Unpaid principal balance 261 347 Specific allowance 1 1 2 1 07 Average investment in

impaired loans 306 8201 530

Total loans receiva ble Total

Recorded balance $ $ $ 560 $ 1 098 $ $ 347 $ $ $ 2005 Unpaid principal balance $ $ $ 560 $ 1 098 $ $ 347 $ $ $ 2005 Specific allowance $ $ $ 1 1 2 $ $ $ 1 07 $ $ $ 219 Average investment in

impaired Joans $ 4037 $ $ 586 $1 3427 $ $ 2242 $ $ $ 20292

There was no Interest income recognized on a cash basis or accrual basis for 2014 or 2013 on impaired loans

Notes to Consolidated Financial Statements

Ill Loans cont

The following tables present the balance in the allowance for loan losses and the recorded investment in loans based on portfolio segment and impairment methods at December 31 (Dollars in thousands)

Non Residential Residential Agricultural Loans to Other

Construction Farmland Real Estate Real Estate Production Commercial Individuals Loans Unallocated Total

20 1 4 Allowance for loan losses Balance beginning of year $ 473 $ i 9 $ 700 $ i 32i $ i 4 $ 56i $ i 22 $ 30 $ - $ 3241 Provision charged to

expense (289) 68 762 (27) 2i (96) 699 2 i 2 i 351 Losses charged off (324) (i 79) (7i) (270) (i32) (971 Recoveries 34 49 i 3 i 8 i 55 23 29 Balance end of year $ 2i8 $ 87 $ i i 87 $ i i 28 $ 35 $ 4i 2 $ 706 $ i 33 $ - $ 3901

Ending balance individually evaluated for impairment $ $ $ 66 $ i 08 $ $ 3i $ $ $ - $ 20[

Ending balance collectively evaluated for impairment $ 2i 8 $ 87 $ i i 21 $ 1 020 $ 35 $ 381 $ 706 $ 1 33 $ - $ 370

Loans Ending balance $ 1 4 1 99 $20488 $1 1 5291 $ 1 37499 $ 1 2530 $45940 $ 57280 $ 5738 $ - $ 40896 Ending balance individually

evaluated for impairment $ $ $ i 68 $ 61 6 $ $ 551 $ $ $ - $ 1 33 Ending balance collectively

evaluated for impairment $14 i 99 $20488 $1 1 5 1 23 $ 1 36883 $ 1 2530 $45389 $57280 $ 5738 $ - $ 40763(

2013 Allowance for loan losses Balance beginning of year $ 243 $ 23 $ 848 $ 2040 $ 1 7 $ 456 $ 285 $ 7 $ 52 $ 397 Provision charged to

expense 230 (4) 378 1 077 (3) 630 (1 50) 1 37 (52) 224 Losses charged off (543) (i 830) (538) (203) (1 4 i ) (325t Recoveries 1 7 34 1 3 1 90 27 28

Balance end of year $ 473 $ 1 9 $ 700 $ i 32i $ i 4 $ 56i $ i 22 $ 30 $ - $ 324(

Ending balance individually evaluated for impairment $ $ $ 1 1 2 $ $ $ i 07 $ $ $ - $ 2if

Ending balance collectively evaluated for impairment $ 473 $ i 9 $ 588 $ 1 32i $ i 4 $ 454 $ i 22 $ 30 $ - $ 302middot

Loans Ending balance $i 9798 $1 7397 $i 04873 $ i 35014 $ 1 2968 $41 273 $ 42883 $ 6206 $ - $ 38041 Ending balance individually

evaluated for impairment $ $ $ 560 $ i 098 $ $ 347 $ $ $ - $ 200( Ending balance collectively

evaluated for impairment $i 9798 $ i 7397 $i 0431 3 $ i 339i 6 $ 1 2968 $40926 $42883 $ 6206 $ - $ 37840i

Notes to Consolidated Financial Statements

I I I Loans cont

Managements opinion as to the ultimate collectability of loans is subject to estimates regarding future cash flows from operations and the value of property real and personal pledged as collateral These estimates are affected by changing economic conditions and the economic prospects of borrowers

Allowance for Loan Losses The allowance for loan and lease losses (allowance) represents managements estimate of the reserve necessary to adequately account for probable losses that could ultimately be realized from current loan exposures In determining the adequacy of the allowshyance management relies predominately on a disciplined credit review and approval process The review process is directed by overall lending policy and is intended to identify at the earliest possible stage borrowers who might be facing financial difficulty

Loans for which it is probable that the Bank will not collect all principal and interest due according to the contractual terms are identishyfied as impaired The impairment for each applicable loan is quantified and specific loss exposures are allocated within the allowance Loans that are in non accrual status are generally considered impaired

A detailed analysis is performed on each loan that is not impaired but poses sufficient risk to warrant in-depth review These are loans that have been classified as substandard or are on the Banks internal watch list Due to the elevated risk inherent in these Joans management has determined that it is appropriate to quantify the potential loss within the pool of classified loans by estimating each loans collateral shortfall These collateral shortfall estimates are incorporated in the determination of the adequacy of the allowance

In estimating the risk of loss in the remaining portion of the loan portfolio identified as non-classified management establishes base Joss estimations which are derived from the historical Joss experience over the past three calendar years These base loss estimations are then adjusted after consideration ofnine different qualitative factors

Notes to Consolidated Financial Statements

IV Loan Servicing

Real estate loans serviced for others are not included in the accompanying consolidated balance sheets The risks inherent in mortgage servicing assets relate primarily to changes in prepayments that result from shifts in mortgage interest rates The unpaid principal balances of mortgage loans serviced for others was $3528 million and $3567 million at December 31 201 4 and 201 3 respectively The fair value of mortgage servicing rights at December 31 201 4 and 201 3 was approximately $31 million and $33 million respectively The fair value of servicing rights was determined using discount rates ranging from 950 to 1 000 percent and prepayment speeds principally ranging from 903 to 1 1 20 percent depending on the stratification of the specific right

The Corporation changed its method of amortizing mortgage servicing rights during 201 3 from the straight-line amortization method to a methodology based on anticipated prepayment assumptions Amortization expense for 2013 would have been $1 068 thousand if the straight-line method was used

Custodial escrow balances maintained in connection with the foregoing loan servicing and included in demand deposits were $37 million and $4 1 million at December 31 201 4 and 201 3 respectively

Following is a summary of the mortgage servicing rights capitalized and amortized (Dollars in thousands)

20 1 4 2013 2012

Balance beginning of year $ 2524 $ 21 83 $ 1 876 Mortgage servicing rights capitalized 331 847 1 31 9 Mortgage servicing rights amortized (408) 506) (1 01 2) Recorded balance end of year $ 2447 $ 2524 $ 21 83

Fair value end of year $ 31 38 $ 3273 $ 21 83

Notes to Consolidated Financial Statements

V Land Premises and Equipment

A summary of land premises and equipment by asset classification at December 31 is as follows (Dollars in thousands)

20 1 4 2013

Land $ 7895 $ 7895 Premises 1 7 697 1 8297 Furniture fixtures and equipment 7867 791 7 Vehicles 1 1 0 1 1 0

33569 34219 Accumulated depreciation (1 241 2) (1 2281) Land premises and equipment net $ 21 1 57 $ 21 938

Depreciation expense for the years ended December 31 201 4 201 3 and 201 2 was $1 4 million $1 4 million and $1 i million respectively Leasehold improvements are capitalized and depreciated using the straight-line method over the terms of the respective leases or the estimated useful lives of the improvements whichever is shorter Expected terms include lease option periods to the extent that the exercise of such options is reasonably assured

Pursuant to the terms of noncancelable lease agreements in effect at December 31 2014 pertwning to banking premises and equipment future minimum rent commitments under various operating leases are as follows for years ended December 31 (Dollars in thousands)

2015 2016 2017 201 8 2019 Thereafter Total

$ 303 $ 306 $ 1 91 $ 79 $ 79 $ 298 $ i 257

The leases contain options to extend for periods from five to 50 years The cost of exercising such options is not included above Total rent expense for the years ended December 31 201 4 201 3 and 201 2 amounted to approximately $336 $334 and $426 thousand respectively

Notes to Consolidated Financial Statements

VI Deposits

Time deposits greater than or equal to $100 thousand were $653 million and $723 million at December 31 201 4 and 201 3 respectively Interest expense on these deposits was $08 million $1 1 million and $1 4 million in 201 4 201 3 and 201 2 respectively

At December 31 2014 the scheduled maturities of time deposits are as follows (Dollars in thousands

2015 201 6 201 7 2018 2019 Total

$ 66577 $ 26867 $ 32074 $ 1 4084 $ 1 1 81 0 $ 1 51 41 2

Interest-bearing deposits at December 31 consist of the following (Dollars in thousands)

20 1 4

201 3

NOW and Money Market

$ 229355

$ 225263

Savings

$ 55301

$ 53326

Time $100000 and over

$ 65267

$ 72339

Time Other

$ 86145

$ 93065

Total

$ 436068

$ 443993

The aggregate amount of deposit overdrafts included in loans at December 31 201 4 and 201 3 was $244 and $1 91 thousand respectively

VII Borrowings

The Bank has the ability to borrow from the Federal Home Loan Bank with borrowings collateralized by first mortgage loans mulshytifamily and farmland loans under a blanket lien agreement in the amount of approximately $60 million Based on this collateral and the Banks holdings of FHLB stock the Bank is eligible to borrow up to approximately $38 million at year-end 201 4

During 201 2 and in conjunction with the purchase of 392663 treasury shares of stock the Corporation borrowed $6 million from a correspondent bank pursuant to a newly established line of credit The borrowings bear an interest rate equal to the lenders prime rate with a minimum rate of 325 At December 31 201 4 the rate was 325 and the balance outstanding was $36 million The Corporation was required to make quarterly interest-only payments on this line of credit through December 31 201 3 after which in addition to quarterly interest payments the Corporation must make equal annual principal payments of $1 2 million through December 31 201 7 when the line of credit matures There is no prepayment penalty associated with the borrowing should the Corporation decide to repay the debt prior to maturity

As of December 31 201 4 the Bank was not in compliance with one of the note covenants relating to annual return on assets The note contains certain covenants including financial covenants for the Bank which must be met at all times Should the Corporation or the Bank be found not compliant with them during the term of the note there are remedies the issuing financial institution shall have the right to enforce including that the note could become immediately due and payable The issuing financial institution has approved the noncompliance for the fourth quarter ended December 31 201 4

Notes to Consolidated Financial Statements

VI II I n come Taxes

Income taxes reflected in the consolidated statements of operations consist of the following (Dollars in thousands)

20 1 4 2013 Current payable

Federal $ 30 $ 96 State 80

Deferred tax benefit 60 1 96 Income tax expense $ 90 $ 372

The Corporations income tax expense beneflt) differed from the federal statutory rate of 34 as indicated in the following analysis

(Dollars in thousands)

20 1 4 2013

Tax based on statutory rate $ 388 $ 458 State taxes net of federal tax benefit (1 06) 53 Effect of tax-exempt income (31 0) (276) Other net 1 1 8 1 37 Income tax expense $ 90 $ 372

The Corporation has the following deferred tax assets and liabilities at December 31 (Dollars in thousands)

Deferred tax assets Deferred tax liabilities

Net deferred tax assets

20 1 4

$ 31 07 (2782)

$ 325

2013

$ 2982 (2637)

$ 345

2012

$ 1 234 727 (68)

$ 1 893

2012

$ 1 875 390 (31 4)

(58) $ 1 893

The components of deferred income taxes were principally related to the allowance for loan losses other real estate owned write-downs differences in amortization of core deposit intangible assets depreciation and mortgage servicing rights Deferred tax liabilities related to unrealized losses and gains on securities available for sale are $260 and $296 thousand at December 31 201 4 and 201 3 respectively

The Corporation files income tax returns in the US federal jurisdiction and the State of Illinois The Corporation is no longer subject to US federal or state income tax examination by tax authorities for years before 201 1

Notes to Consolidated Financial Statements

IX Employee Benefits

Substantially all employees are covered by a profit sharing plan The contribution determined in accordance with the provisions of the plan was $i 72 thousand $i 23 thousand and $207 thousand in 20i 4 20i 3 and 20i 2 respectively

Under the Corporations Employee Stock Option Plan the Corporation may grant options to its key employees for up to 1 00000 shares of common stock The exercise price of each option equals the market price of the Corporations stock on the date of grant and the options maximum term is ten years The vesting period is three years from the date of grant GAAP provisions require that compensation cost relating to share-based payment transactions be recognized in the financial statements with measurement based upon the fair value of the equity or liability instruments issued For the year ended December 3i 20i 2 the Corporation recognized $i i 3 thousand in compensation expense for stock options For the year ended December 3i 20i 3 the Corporation recognized $97 thousand in compensation expense for stock options For the year ended December 3i 20i 4 the Corporation recognized no compensation expense for stock options

The activity in the plan is summarized as follows

Outstanding at beginning of year Granted Exercised Forfeitedexpired Outstanding at end of year

Options exercisable at year-end

Non-vested options beginning of year Granted Vested Forfeitedexpired Non-vested options at year end

Shares

85998

(i 000)

84998

84998

20 1 4

Weighted Weighted Average Average

Exercise Price Contractual Term

$ 4762

3200

$ 4748

$ 4748

2 0 1 4

Number of Shares

8333

(8333)

(in years)

35

35

Weighted Average

Grant Date Fair Value

$ 3200

3200

$

2013

Weighted Weighted Shares Average Average

Exercise Price Contractual Term (in years)

88998 $ 4709

(667) 3200 (2333) 3747

85998 $ 4762 48

77665 $ 4929 4i

2013

Weighted

Number of Average

Grant Date Shares Fair Val u e

i 9333 $ 3200

(i 1 000) 3200

8333 $ 3200

The fair value of each option is estimated using Black-Scholes option-pricing model which requires the use of subjective valuation assumptions The expected volatility is based on historical volatility of the Corporations stock price The risk-free interest rates for periods within the contractual life of the awards are based on the US Treasury yield curve in effect at the time of the grant The expected life is based on historical exercise experience The dividend yield assumption is based on the Corporations history and expectation of dividend payouts There were no options granted in 20i 3 or 20i 4

At December Si 20i 4 there was no unrecognized cost related to non-vested stock options granted under the Employee Stock Option Plan

Notes to Consolidated Financial Statements

IX Emp loyee Benefits cont

The following table summarizes restricted stock activity

20 1 4 2013

Weighted Average Weighted Average Number of Grant Date Number of Grant Date

Shares Fair Value Shares Fair Value

Balance beginning of year 8959 $ 4000 $ Granted 8959 4000 Forfeited (888) 4000 Earned and issued (2250) 4000 Balance end of period 5821 $ 4000 8959 $ 4000

The fair value of the restricted stock awards is amortized to compensation expense over the vesting period (forty months) and is based on the market price of the Corporations common stock at the date of grant multiplied by the number of shares granted that are expected to vest At the date of grant the par value of the shares granted was recorded in equity as a credit to common stock and a debit to paid-in capital The weighted-average grant date fair value of restricted stock granted during the year ended December 31 201 4 was $4000 per share or $358 thousand Stock-based compensation expense for restricted stock for the year ended December 31 201 3 was $90 thousand Stock-based compensation expense for restricted stock during the year ended December 31 201 4 was $1 29 thousand Unrecognized compensation expense for non-vested restricted stock awards was $139 thousand and is expected to be recognized over a weighted average period of 34 months

X Related Party Transactions

The Bank has entered into transactions with certain directors executive officers significant stockholders and their affiliates or associshyates (related parties) Such transactions were made in the ordinary course of business on substantially the same terms and conditions including interest rate and collateral as those prevailing at the same tirne for comparable transactions with other customers and did not in the opinion of management involve more than normal credit risk or present other unfavorable features

Annual loan activity consisted of the following (Dollars in thousands

20 1 4 2013

Beginning balance $ 1 1 29 $ 1 1 63 New Joansadvances 1 94 46 Repayments (245) (80) Ending balance $ 1 078 $ 1 1 29

Deposits from related parties held by the Bank at December 31 201 4 and 201 3 amounted to $32 million and $37 million respectively

middot middot

XI Commitments and Contingencies

In the normal course of business the Bank makes various commitments and incurs certain contingent liabilities that are not reflected in the accompanying consolidated financial statements The credit risk associated with loan commitments and standby letters of credit is essentially the same as that involved with extending Joans to customers and is subject to the Banks credit policies Collateral or other security is normally not obtained for these financial instruments prior to their use and many of the commitments are expected to expire without being used

The following commitments existed at December 31 (Dollars in thousands

20 1 4 2013

Commitments to extend credit Fixed $ 33441 $ 26551 Variable 25597 24400

Standby letters of credit $ 483 $ 21 1

Notes to Consolidated Financial Statements

XII Reg u l atory M atters

The Bank is required to maintain average reserve balances with the Federal Reserve Bank based upon deposit levels and other facshytors The amount of those reserve balances for the years ended December Si 20i 4 and 20i 3 was approximately $i 00 thousand

Dividends are paid by the Corporation from its funds which are mainly provided by dividends from the Bank However national banking regulations and capital guidelines limit the amount of dividends that may be paid by banks

Banks and bank holding companies are subject to regulatory capital requirements administered by federal banking agencies Capital adequacy guidelines and additionally for banks prompt corrective action regulations involve quantitative measures of assets liabilities and certain off-balance-sheet items calculated under regulatory accounting practices Capital amounts and classificashytions are also subject to qualitative judgements by regulators Failure to meet capital requirements can initiate regulatory action Prompt corrective action provisions are not applicable to bank holding companies Furthermore the Banks regulators could require adjustments to regulatory capital not reflected in the financial statements

Prompt corrective action regulations provide five classifications well capitalized adequately capitalized undercapitalized significantly undercapitalized and critically undercapitalized although these terms are not used to represent overall financial condition If undershycapitalized capital distributions are limited as is asset growth and expansion and capital restoration plans are required

At December 3i 20i 4 the most recent notification from the Banks and Corporations regulator categorized the Bank as well capitalshyized under the regulatory framework for prompt corrective action To be categorized as well capitalized an institution must maintain minimum total risk-based Tier i risk-based and Tier i leverage ratios as set forth in the following tables There are no conditions or events since the notification that management believes have changed the Banks category The Banks and the consolidated Corporations actual capital amounts and ratios at December Si are presented in the table

Actual and required capital amounts and ratios are presented below at year-end (Dollars in thousands)

Minimum Minimum To Be For Capital Well-Capitalized

Actual Adequacy Purposes Under Bank Regulatory Capital Requirements

Amount Ratio Amount Ratio Amount Ratio 20 1 4 Total capital to risk weighted assets

Consolidated $ 56026 i 249 $ 35885 800 NIA NIA Bank 58957 i S i5 S5867 800 $ 448S4 i 000

Tier i (core) capital to risk weighted assets Consolidated 52i 2i i i 62 i 7942 400 NIA NIA Bank 55052 i 228 i 79S2 400 26898 600

Tier i (core) capital to average assets Consolidated 52 1 21 809 25768 400 NIA NIA Bank 55052 855 25908 400 S2i 94 500

20i3 Total capital to risk weighted assets

Consolidated $ 54577 i 289 $ S5995 800 NIA NIA Bank 56952 1S53 SS675 800 $ 42093 1 000

Tier 1 (core) capital to risk weighted assets Consolidated 5i S37 1 2 1 3 1 5931 400 NIA NIA Bank 5371 2 1 276 i 6838 400 25256 600

Tier 1 (core) capital to average assets Consolidated 5i 3S7 804 25306 400 NIA NIA Bank 537i 2 842 25675 400 31 895 500

Notes to Consolidated Financial Statements

XII I Earnings Per Share

The factors used in the earnings per share computation are as follows (Dollars in thousands except per share data)

20 1 4 2013 2012

Income Weighted- Per Share Income Weighted- Per Share Income Weighted- Per Share Average Amount Average Amount Average Amount Shares Shares Shares

Basic earnings per share Net income $ 1 050 1 048g23 $ 1 00 $ 976 1 043765 $ 94 $ 3622 1 352929 $ 268 Effect of assumed exercise

of stock options and restricted stock awards 1 831 9786 NIA

Diluted earnings per share Net income $ 1 050 1 050754 $ 1 00 $ 976 1 053551 $ 93 $ 3622 1 352g2g $ 268

Options to purchase 68500 68500 and 88998 shares of common stock were outstanding at December 31 201 4 201 3 and 201 2 but were not included in the computation of diluted EPS because the options exercise price was greater than the average market price of the common shares for each period

Notes to Consolidated Financial Statements

XIV Fair Val u e Measurements

ASC Topic 820 Fair Value Measurements defines fair value as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market parshyticipants at the measurement date Topic 820 also specifies a fair value hierarchy which requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value The standard describes three levels of inputs that may be used to measure fair value

Level i Quoted prices in active markets for identical assets Level 2 Observable inputs other than Level i prices such

as quoted prices for similar assets quoted prices in markets that are not active or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities

Level 3 Unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets

Following is a description of the valuation methodologies and inputs used for assets and liabilities measured at fair value on a recurring basis and recognized in the accompanying balance sheets as well as the general classification of such assets and liabilities pursuant to the valuation hierarchy

Securities Available for Sale

Securities classified as available for sale are reported at fairvalue utilizing Level 2 inputs Except for equity securities unadjusted quoted prices in active markets for identical assets are utilized to determine fair value at the measurement date which are conshysidered Level i inputs For all other securities the Corporation obtains fair value measurements from an independent pricing sershyvice The fair value measurements consider observable data that may include dealer quotes market spreads cash flows the US Treasuryyield curve live trading levels trade execution data market consensus prepayment speeds credit information and the bonds terms and conditions among other things

Certain financial assets and financial liabilities are measured at fair value on a nonrecurring basis that is the instruments are not measured at fair value on an ongoing basis but are subject to fair value adjustments in certain circumstances (for example when there is evidence of impairment) At December 3i 20i 3 other real estate owned measured at fair value was $7 5 million using a combination of observable inputs including recent appraisshyals and unobservable inputs based on customized discounting criteria Due to the significance of the unobservable inputs all other real estate owned fair values have been classified as Level 3 Rnancial assets and financial liabilities excluding impaired Joans measured at fair value on a nonrecurring basis were not significant at December 31 201 4 and 2013

The following tables summarize financial assets measured at fair value at December 31 segregated by the level of the valuation inputs within the fair value hierarchy utilized to measure fair value (Dollars in thousands)

Level 1 Level 2 Level 3 Total 20 1 4 Inputs Inputs Inputs Fair Value Recurring

$ Equity securities $ 456 $ $ 456 Securities available for sale $ $ i 27768 $ $ 1 27768

Nonrecurring $ Impaired Joans $ $ 1 069 $ 1 069

other real estate owned $ $ $ 3375 $ 3375

201 3 Recurring

$ $ Equity securities $ 2405 $ 2405 Securities available for sale $ $ i 4706i $ $ 1 4706i

Nonrecurring $ Impaired loans $ $ 91 6 $ 9 1 6

Other real estate owned $ $ $ 832 $ 832

Notes to Consolidated Financial Statements

XI Fair Value of Financial Instruments

The canying amount and fair value of the Corporations other financial instruments at December 31 are set forth below (Dollars in thousands)

Financial assets Cash and cash equivalents Restricted stock -Loans held for sale Loans net Accrued interest receivable

Financial liabilities Deposits Other borrowings Accrued interest payable

Commitments to orginate loans

Letters of credit

Lines of credit

Forward sale commitments

Carrying Amount

$ 2671 5 1 647 2432

405059 3369

$ 548940 3600

52

2014 201 3

Fair Value Carrying Amount

$ 2671 5 $ 36838 1 647 1 494 2432 5902

405027 377172 3369 2820

$ 51 3334 $ 549645 3600 4800

52 66

Fair Value

$ 36838 1 494 5902

377166 2820

$ 502487 4800

66

Notes to Consolidated Financial Statements

XV Fair Val u e of Financial Instrum ents cont

Nonrecurring Measurements Following is a description of the valuation methodologies and inputs used for assets measured at fair value on a nonrecurring basis and recognized in the accompanying balance sheets as well as the general classification of such assets pursuant to the valuation hierarchy For assets classified within Level 3 of the fair value hierarchy the process used to develop the reported fair value is described below

Other Real Estate Owned Other real estate owned (OREO) is carried at fair value Jess estimated cost to sell when the real estate is acquired Estimated fair value of OREO is based on appraisals or evaluations OREO is classified within Level 3 of the fair value hierarchy

Appraisals of OREO are obtained when the real estate is acquired and subsequently as deemed necessary by the Banks manageshyment Appraisals are reviewed for accuracy and consistency by the Bank Appraisers are selected from the list of approved appraisers maintained by management

Collateral-dependent Impaired Loans Net of ALLL The estimated fair value of collateral-dependent impaired Joans is based on the appraised fair value of the collateral Jess estimated cost to sell Collateral-dependent impaired Joans are classified within Level 3 of the fair value hierarchy

The Bank considers the appraisal or evaluation as the starting point for determining fair value and then considers other factors and events in the environment that may affect the fair value Appraisals of the collateral underlying collateral-dependent Joans are obtained when the loan is determined to be collateral-dependent and subsequently as deemed necessary by the Banks management Appraisals are reviewed for accuracy and consistency by the Bank Appraisers are selected from the list of approved appraisers mainshytained by management The appraised values are reduced by discounts to consider lack of marketability and estimated cost to sell if repayment or satisfaction of the Joan is dependent on the sale of the collateral These discounts and estimates are developed by the credit department by comparison to historical results

Notes to Consolidated Financial Statements

XV Fair Val ue of Financial Instruments cont

Unobservable (Level 3) Inputs The following table presents quantitahve information about unobservable inputs used in recurring and nonrecurring Level s fair value measurements other than goodwill (Dollars in thousands)

Other real estate owned

middot Collateral-dependent impaired loans

Other real estate owned

Collateral-dependent impaired loans

Fair Value at 123 114

$ 3375

$ 1 069

Fair Value at 123113

$ 832

$ 91 6

Sensitivity of Significant U nobservable Inputs The following is a discussion of the sensitivity of significant unobshyservable inputs the interrelationships between those inputs and other unobservable inputs used in recurring fair value measureshyment and of how those inputs might magnify or mitigate the effect of changes in the unobservable inputs on the fair value measurement

The following follows the Fair value table The following methods were used to estimate the fair value of all other financial instruments recognized in the accompanying balshyance sheet at amounts other than fair value

Cash and Cash Equivalents The carrying amount approximates fair value

Loans Held For Sale The carrying amount approximates fair value due to the insigshynificant time between origination and date of sale The carrying amount is the amount funded and accrued interest

Loans

Fair value is estimated by discounting the future cash flows using the market rates at which similar notes would be made to borshyrowers with similar credit ratings and for the same remaining maturities The market rates used are based on current rates the Bank would impose for similar loans and reflect a market parshyticipant assumption about risks associated with nonperformance illiquidity and the structure and term of the loans along with local economic and market conditions

Restricted Stock Fair value is estimated at book value due to restrictions that limit the sale or transfer of such securities

Valuation Unobservable Range Technique Inputs (Weighted

Market comparable Comparability Average)

properties adjustments () Not available

Market comparable Marketability properties discount 1 0 - 1 5 (1 2)

Valuation U nobservable Range Technique Inputs (Weighted

Market comparable Comparability Average)

properties adjustments () Not available

Market comparable Marketability properties discount 1 0 - 1 5 (1 2)

Accrued Interest Receivable and Payable

The carrying amount approximates fair value The carrying amount is determined using the interest rate balance and last payment date

Deposits and Other Borrowings Fair value of term deposits is estimated by discounting the future cash flows using rates of similar deposits with similar maturities The market rates used were obtained from a knowledgeable independent third party and reviewed by the Corporation The rates were the average of current rates offered by local competishytors of the bank subsidiaries

The estimated fair value of demand NOW savings money marshyket deposits and other borrowings is the book value since rates are regularly adjusted to market rates and amounts are payable on demand at the reporting date

Commitments to Originate Loans Forward Sale Commitments Letters of Credit and Lines of Credit The fair value of commitments to originate loans is estimated using the fees currently charged to enter into similar agreements taking into account the remaining terms of the agreements and the present creditworthiness of the counterparties For fixedshyrate loan commitments fair value also considers the difference between current levels of interest rates and the committed rates

The fair value of commitments to sell securities is estimated based on current market prices for securities of similar terms and credit quality

The fair values of letters of credit and lines of credit are based on fees currently charged for similar agreements or on the estimated cost to terminate or otherwise settle the obligations with the counterparties at the reporting date

Notes to Consolidated Financial Statements

XVI Accumul ated Comprehensive Income (Loss)

The components of accumulated other comprehensive income loss) included in stockholders equity are as follows (Dollars in thousands)

Net unrealized gains (Joss) on available for sale securities Tax effect Net-of-tax amount

20 1 4

$ 766 (260)

$ 506

2013

$ (871) 296

$ (575)

Amounts reclassified from accumulated other comprehensive income and the affected line items in the statements of income during the years ended December 31 were as follows

Affected line item in 20 1 4 2013 2012 the statements of

income

Net realized gains of Unrealized gains on securities available for sale $ 368 $ 434 $ 2084 sales of available for-sale

securities

Tax effect (1 26) (i 48) (709) Income taxes Total reclassification out of accumulated other comprehensive income $ 242 $ 286 $ 1 375 Net reclassified

amount

XVII Goodwill and Acquired Intangible Assets

The Corporations goodwill and intangible assets are as follows There was no Impairment of goodwill or intangible assets in 2014 or 2013 (Dollars in thousands)

20 1 4 2013

Goodwill $ 3265 $ 3265 Core deposit intangibles $ 1 805 $ 1 805 Non-compete agreement 375 375 Intangible assets 21 80 2 180 Less accumulated amortization 2 180 2090

Total intangible assets $ $ 90

Aggregate amortization expense for years ended December 31 2014 201 3 and 201 2 was $90 $181 and $1 80 thousand respectively

XVI II Subsequent Events

Management evaluated subsequent events through February 27 201 5 the date the consolidated financial statements were available to be issued Events or transactions occurring after December 31 2014 but prior to February 27 2015 that provided additional evidence about conditions that existed at December 31 2014 have been recognized in the consolidated financial statements for the year ended December 31 2014 Events or transactions that provided evidence about conditions that did not exist at December 31 201 4 but arose before the consolidated financial statements were available to be issued have not been recognized in the consolidated financial statements for the year ended December 31 2014

This information is an Integral part of the accompanying consolidated financial statements

Independent Auditors Report

CPAs amp Advisors

Board of Directors

NI Bancshares Corporation

Sycamore Illinois

We have audited the accompanying consolidated financial statements of NI Bancshares Corporation which comprise

the consolidated balance sheets as of December 3 1 2014 and 2013 and the related consolidated statements of income

comprehensive income (loss) stockholders equity and cash flows for the years ended December 3 1 2014 2013 and 2012 and the related notes to the consolidated financial statements

Managements Responsibility for the Financial Statements

Management is responsible for the preparation and fair presentation of these consolidated financial statements in accordance

with accounting principles generally accepted in the United States of America this includes the design implementation and

maintenance of internal control relevant to the preparation and fair presentation of consolidated financial statements that are

free from material misstatement whether due to fraud or error

Auditors Responsibility

Our responsibility is to express an opinion on these consolidated financial statements based on our audits We conducted our

audits in accordance with auditing standards generally accepted in the United States of America Those standards require that

we plan and perform the audit to obtain reasonable assurance about whether the consolidated financial statements are free from material misstatement

An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the consolidated

financial statements The procedures selected depend on the auditors judgment including the assessment of the risks of material misstatement of the consolidated financial statements whether due to fraud or error In making those risk

assessments the auditor considers internal control relevant to the Corporations preparation and fair presentation of the

consolidated financial statements in order to design audit procedures that are appropriate in the circumstances but not for

the purpose of expressing an opinion on the effectiveness of the Corporations internal control Accordingly we express no

such opinion An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of

significant accounting estimates made by management as well as evaluating the overall presentation of the consolidated

financial statements

We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion

Opinion In our opinion the consolidated financial statements referred to above present fairly in all material respects the financial position of NI Bancshares Corporation as of December 3 1 2014 and 2013 and the results of its operations and cash flows

for the years ended December 3 1 2014 2013 and 2012 in accordance with accounting principles generally accepted in the United States of America

Decatur Illinois February 27 2015

PRESID ENT I CEO Michael A Cullen

BUSI NESS BANKING Charles C Kaiser Senior Vice President - Business Banking

Michael A Hawley Senior Vice President - Senior Commercial Loan Officer

Grant M Goltz Vice President - Commercial Loan Officer

Lucas G Goucher Vice President - Commercial Loan Officer

Nicholas D Lee Vlce President - Commercial Loan Officer

Robert W Mason Vice President - Commercial Loan Officer

Timothy J Meyer Vice President - Commercial Loan Officer

Sheela Prahlad Vice President - Commercial Loan Officer

CREDIT D EPARTMENT

Karen A Kuppler Senior Vice President - Chief Credit Officer

Gerald W Brantner Vice President - Senior Collector

CONSUM ER BANKING RESIDENTIAL LENDING ORIGINATION

Mark R ODell Vice President - Senior Retail Loan Officer

CONS U M ER BANKING Bradley V Brown Senior Vice President - Consumer Banking (Security Officer)

Terrence M Duffy Senior Vice President - Consumer Banking Division Manager

Ishmael M McGhee Vice President - Consumer Banking Division Manager

Frank P Turza Vice President - Consumer Banking Division Manager

Directory of NBamp T

TRUST D EPARTMENT R David Van Buren Senior Vice President - Trust amp Investments

Stephen J Colianni Vice President -Trust Investment Officer

Stephen G Corcoran Vice President - Employee Benefits Manager

Karen J Daleo Vice President - Trust Tax Manager amp Assistant Secretary

James J Dombek Vice President - Personal Trust Manager amp Secretary

Kathryn J Johnson Vice President -Trust Administrator

Thomas M Sullivan Vice President - Trust Administrator

Carolyn S Swafford Vice President - Trust Administrator

FAR M SERVIC E DEPARTM ENT Scott R Pumroy Vice President - Farm Service Department Manager

OPERATIONS D EPARTMENT

Michelle R Carlson Vice President - Operations

Hien Van Do Vice President - Core Banking Systems Administrator

ACCOUNTING DEPARTM ENT David N McCoy Senior Vice President - Chief Financial Officer

BRAND amp MARKETING Tami J Armstrong Vice President - Brand amp Marketing

H U MAN RESOU RCES Samantha J Dailey Vice President - Human Resources

AUDITING DEPARTMENT Sarah M Taylor Vice President - Internal Audit

EXHIBIT 2A

NI BANCSHARES CORPORATIONS ORGANIZATIONAL CHART

NI BANCSHARES CORPORATIO N

230 W STATE ST SYCAMORE IL 601 78

State of Incorporation = Delaware

1 00

THE NATIONAL BAN K amp TRUST COMPANY OF SYCAMORE

230 W STATE ST SYCAMOR_E IL 601 78

hsults A list of branches for your depostorv nstftution NATIONAL BANK amp TRUST COMPANY OF SYCAMOftE THE (ID_RSSO 534345)

This depository fnstltutlon fs held by NI BANCSHARES CORPORATION (1827893) of SYCAMORE IL

The data are as of 12312014 Data reflects Information that was received and procMsed through 01072JJ1S

Reconciliation and YerfCtton Steps

1 In the Data Action column of each brmch row enter one or more of the actions specifild hilow 2 If required enter the date In the Effective te column

Actions

OK If the branch Information Is COfTect enter OK in the Data Action column

Chan1e If the branch Information Is incorrlCt or Incomplete revrse the data enter Change In the Data Action column and the date when this lnformaUon first beame valid Jn the Etfedive Oatbull column

Cose If a branch llsted was sold or closed enter dose In the Data Action column and thl ule or closure date In the Effective Date column Delete If a branch listed was never owned by th(s depository Institution enter Delltl In thl Oatbull Action column

Add lfa reportable branch Is missing Insert a row add the branch data and enter Add in thl Data Action column and the opening or acquisition date In the Effective Date laquo)lumn

If printing this lrst you may need to adjust your page setup in MS Excel Try uslng landscape orientation p1ae scaling andor liegal sl1ed pa pier

Submission Procedure

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If vou are ie-malllng this to your FRB contAct put your Institution name dtyand state In thie subjtct line of the e-mail

Note To satisfy the FR YmiddotlO portln1 rirements you must also submit FR Ymiddot10 Oomes-tic Branch Schedules for each bninch with a Ot Attlon of nae Close Deletl or Add

The FR fmiddotlO rieport may be submitted in a hardcopy format or via the FR Y-10 Online application middot httpsylOonlinefederalreservegov

bull FDIC UNINUM Office Number and ID_RSSD columns are for reference only Verification of these values Is not required

- Effecdw Ote Branch Service Type Bnnch ID Rssobull Popular Name Street Address City NATIONAL BANK amp TRUST COMPANY Of

OK Fun servlCI (Head Offitt) 53045 SYCAMORE THE 230 WEST STATE STREET SYCAMORE

OK Full Service 3310232 2290 SYCAMORE ROAD OfFICE 2290 SYCAMORE ROAD DEKALB

OK Full lce 3735255 BANCO NBampT BRANCH 1029 PLEASANT STREET DEKALB

OK Fullservice 354132 NSampT SQUARE BRANCH 130 WEST LINCOLN HIGHWAY DEKAlB

OK Full Service 3735246 ELBURN BRANCH 930 NORTH MAJN STREET ELBURN

OK Full Service 3310241 GENOA BRANCH 601 PEARSON DRIVE GfNOA

OK Full service 2192507 200 NORTH MAIN STREET OfFICE 200 NORTH MAIN STREET UtANO

OK full Service 4394873 SANDWlCH BRANCH 321 E OIURCH STREET SANDWlCH

OK Fullice 2D8577S SERENA BRANCH US HIGHWAY 52 SOMONAUK ROAD SERENA

OK Full Service 2431457 1425 DEKAl8 AVENUE BRANCH 1425 DEKALB AVENUE SYCAMORE

St1te

IL

IL

IL

IL

IL

IL

IL

IL

IL

IL

Zip Code Countv

60178 DEKALB

60US DEKALB

60115 DEKALB

60U5 DEKALB

60119 KANE

60135 DEKALB

60531 IASAllE

60548 DEKALB

60549 LA SAUE

60178 DEKALB

Country FDIC UNINUMbull Office Numberbull Hbullad Office Head Office ID_RSSD Comments

NATIONAL BANK amp TRUST COMPANY Of

UNITED STATES 6414 0 SYCAMORE THE 534345 NATIONAL BANK amp TRUST COMPANY OF

UNITED STATES 221714 2 SYCAMORE THE 534345 NATIONAL BANK amp TRUST COMPANY Of

UNITpound0 STATES 475977 9 SYCAMORE THE 534345

NATIONAL BANK amp TRUST COMPANY OF

UNITED STATES 10484 5 SYCAMORE THE 534345 NATIONAL BANK amp TRUST COMPANY OF

UNITED SfATES 475976 8 SYCAMORE THE 534345

NATIONAL BANK amp TRUST COMPANY OF

UNITED STATES 424666 4 SYCAMORE THE 534345 NATIONAL BANK amp TRUST COMPANY OF

UNITED STATES 237859 7 SYCAMOftE THE 534345 NATIONAL BANK amp TRUST COMPANY Of

UNITED STAttS 530108 10 SYCAMORE THE 534345 NATIONAL BANK amp TRUST COMPANY Of

UNITED STATES 2318S8 6 SYCAMORE THE 534345 NATIONAL BANK amp TRUST COMPANY OF

UN ITED STATES 264332 1 SYCAMORE THE 534345

Re ort Item 3 Securities Holders

FR Y-6

NI Bancshares Corporation

Sycamore IL

Fiscal Year Ending December 3 1 201 4

Current Securities Holders with ownership control or holdings of 5 or more with power to vote as-of fiscal year end

Securities Holders not listed in 3(1 )(a) through (3)(1 )(c) that had

ownership control or holdings of 5 or more with power to vote

during the fiscal year

(1 )(a)

Name amp Address (City

State Country)

James W Dutton

Tulsa OK USA

Jane Danielson

Freeport ME USA

Anne Pick

St Paul MN USA

(1 )(b)

Country of

Citizenship or

Incorporation

USA

USA

USA

(1 )(c) Number and

Percentage of Each

Class of Voting

Securities

62324 shares 594

84563 shares 806

88480 shares 843

(2)(a) (2)(b)

Country of

Name amp Address Citizenship or

(City State Country) Incorporation

(2)(c) Number and

Percentage of Each

Class of Voting

Securities

FA Y--6

NI Bancshares Corporation Sycamore ll

Ascal Year Ending December 311 2014

(1) (2) (3)(bull) (3)(b) (3)(o) (4)(bull) (4)(b) (4)(o) Percentage of List names of other companies

Percentage of Voting Securities Includeamp partnerships) If 25 or more Voting Securities ln Subsidiaries of voting securftles are held (list

Names amp Address Principal Occupation II other than Title amp Position with Title amp Position with Subsidiaries Title amp Position with Other Businesses Jn Holding (Include names names ol companies and percentage of

(City State Country) with Holding Company Holding Company (Include names of subsidiaries) (Include names ol other businesses) Company of subsidiaries) voting securltles held)

Michael A Cullen NIA Director President amp CEO Director President amp CEO NIA 018 None NIA Sycamore IL USA The National Bank amp Trust

Company of Sycamore

Richard N Anderson President - Anderson Director Director President 159 None Anderson Funeral Home Ltd (100) DeKalb JL USA Funeral Home Ltd The Natrona[ Bank amp Trust Anderson Funeral Home Ltd

Company of Sycamore

John H Boles NIA Director Retired Trust Officer NIA 149 None NIA Sycamore IL USA The National Bank amp Trust

Company of Sycamore

Evelina J Cichy Retired Vice President of Instruction Director Director NA 015 None NIA DeKalb IL USA Klshwaukee College The Natrona Bank amp Trust

Company of Sycamore

James W Dutton CFO Macrosolva lnc Chairman of the Board Chairman of the Board CFO Macrosolve lnc 594 None NIA Tulsa OK USA The Natonal Bank amp Trust

Company of Sycamore

Robert B Johnson Partner - Johnson Farms Director Director Partner 063 None Johnson Farms (40) DeKalb IL USA The National Bank amp Trust Johnson Farms

Company of Sycamore

Robert C Johnson NIA Director Director NIA 034 None NIA DeKalb IL USA The National Bank amp Trust

Company of Sycamore

Kevin P Poorten President amp CEO - Kish Health Syse Director Director NA 005 None NIA DeKalb IL USA The National Bank amp Trust

Company of Sycamore

Douglas C Roberts Private Investor Director Director PresidentmiddotZea mays Holdings LLC 382 None Zea mays Holdngs LLC (100) Sycamore IL USA The National Bank amp Trust

Company of Sycamore

Tmothy P Suter President amp CEO - Suter Company Director Director NA 002 None NIA Sycamore IL USA The Natlonal Bank amp Trust

Company of Sycamore

Report lem 4 Insiders -PAGE 2 of 2

Tami Armstrong NIA NIA VP Brand amp Marketng NIA 0005 None NIA Sycamore IL USA The Natonal Bank amp Trust

Company of Sycamore

Bradley V Brown NIA NIA SVP Consumer Banking NIA 0004 None NIA DeKalb IL USA The Natlonal Bank amp Trust

Company of Sy9amore

Michelle Carlson NIA NIA VP Operallons NIA 0004 None NIA SuQar Grove IL USA The National Bank amp Trust

Company of Sycamore

Sa_111antha J Dalley NIA NIA VP Human Resources NIA 0003 None NIA Sycamore IL USA The National Bank amp Trust

Company of Sycamore

James Dombek NIA NIA VP Personal Trust Manager NIA 0002 None NIA Sycamore IL USA The National Bank amp Trust

Company of Sycamore

Michael Hawley Geneva IL USA NIA NIA Sr VP Sr Commercial Loan Officer NIA 0005 None NIA

The Natfonal Bank amp Trust Company of Sycamore

Charles C Kaiser NIA NIA Sr VP Senior Lending Officer NIA 0007 None NIA Sycamore IL USA The National Bank amp Trust

Company of Sycamore

Karen Kupper NIA NIA SVP Chief Credit Offcer NIA 0003 None NIA Hinkley IL USA The Natonal Bank amp Trust

Company of Sycamore

Davld N McCoy NIA Treasurer SVP Chief Flnanclitl Officer NIA 0006 None NIA South Elgin IL USA The Natlonal Bank amp Trust

Company of Sycamore

Mark ODell NIA NIA VP Sr Residentlal loan Officer NIA 0000 None NIA Aurora IL USA The National Bank amp Trust

Company of Sycamore

A David VanBuren NIA NIA SVP Trust amp Investments NIA 0005 None NIA Sycamore IL USA The National Bank amp Trust

Company of Sycamore

  • FR Y-6 Cover Page
  • Report Item 1 Annual Report to Shareholders
  • Report Item 2a Organization Chart
  • Report Item 2b Domestic Branch Listing
  • Report Item 3 Securities Holders
  • Report Item 4 Insiders
Page 9: Annual Report of Holding Companies-FR Y-6/media/others/banking/...consistent and deliberate in implementing our strategic initiatives. In addition to our loan growth, our trust assets

Consolidated Balance Sheets At December 31

Assets

Cash and due from banks Interest bearing deposits in other

financial institutions

Cash and cash equivalents Securities available for sale Federal Home Loan Bank and

Federal Reserve Bank stock Loans held for sale Loans net of allowance for loan losses of

$3906 in 201 4 and $3240 in 201 3 Land premises and equipment net other real estate owned Mortgage servicing rights Goodwill Intangible assets Bank owned life insurance Accrued interest receivable and other assets

Total assets

Liabilities

Noninterest-bearing deposits Interest-bearing deposits

Total deposits

Other borrowings Accrued interest payable and other liabilities

Total liabilities

Stockholders equity

Preferred stock $50 par value 20000 shares authorized none issued

Common stock $1 25 par value 2000000 shares authorized issued 1 676425 and 1 675735 shares at December 31 201 4 and 201 3 respectively and outstanding of 1 049789 and 1 049059 respectively

Additional paid in capital Retained earnings Accumulated other comprehensive income (loss) net Treasury stock 626676 shares in 201 4 and

201 3 at cost

Total stockholders equity

Total liabilities and stock1olders equity

(Dollars in thousands) See accompanying notes to consolidated financial statements

2014

$ 1 871 5

8000

26715 1 28224

1 647 2432

405059 21 1 57

7456 2447 3265

-81 09 5343

$611854

$ 1 1 2872 436068

548940

3600 3 178

555718

-

2094 9607

72747 506

(28818)

56136

$611854

2013

$ 25838

1 1 000

36838 1 49467

1 494 5902

3771 72 21 938

7534 2524 3265

90

5682

$611906

$ 1 05652 443993

549645

4800 3092

557537

2093 9447

72222 (575)

(2881 8)

54369

$611906

Interest income

Loans Securities taxable Securities tax-exempt Interest bearing deposits

in other financial institutions

Total interest income

Interest expense

Deposits

Other borrowings

Total interest expense

Net interest income

Provision for loan losses

Net iQterest income after provision for loan losses

Noninterest income

Trust fees Income from mortgage banking Service charges on deposit accounts Realized securities gains net Other income

Total noninterest income

Noninterest expense

Salaries and employee benefits Occupancy expense FDIC Insurance Other real estate owned Other expense

Total noninterest expense

Income before income taxes

Provision for income taxes r---

------------middot-middot------ ------ _Net incdeg=-

- __ _ _ ___ _ _ ___ _ _ ___ _ _ _ ____ _ Basic earnings per share Diluted earnings per share

(Dollars in thousands) See accompanying notes to consolidated financial statements

2014

$ i S371 1 491

775

1 04

20741

21 1 4

1 50

2264

1 8477

1 350

1 7 1 27

4748 1 078 2095

368 1 308

9597

1 3283 3252

524 1 582 6943

25584

1 1 40 90

$ _ 10_50

$ 1 00 $ 1 00

Consolidated Statements of Income Years ended December 31

2013 201 2

$ 1 7 599 $ 1 8233 1 354 2038

764 767

205 251

1 9922 21 289

2882 3493

1 92 34

3074 3527

1 6848 1 7762

2243 1 771

1 4605 1 5991

4662 5025 21 57 2403 1 997 1 754

434 2084 1 1 93 945

1 0443 1 2211

1 2789 1 2787 3049 281 4

5 17 668 1 430 640 5915 5778

23700 22687

1 348 551 5 372 1 893

$ 976 $ 3622

$ 94 $ 268 $ 93 $ 268

Consolidated Statements of Comprehensive Income (Loss) At December 31

Net income

Other comprehensive income (loss)

Unrealized appreciation depreciation) on available for sale securities net of taxes of $682 $(1 1 7 4) and $3 for 201 4 2013 and 201 2 respectively

Less reclassification adjustment for realized gains included in net income net of taxes of $1 26 $1 48 and $709 for 201 4

2014

$ 1050

$ 1 323

201 3 and 201 2 respectively 242

$ 1 081

Comprehensive income (loss) $ 2 131

(Dollars in thousands See accompanying notes to consolidated financial statements

2013

$ 976

$ (2280)

286

$ 2566)

$ (1590

2012

$ 3622

$ 5

middot1 375

$ (1 370)

$ 2252

Common Stock

Balances at December 31 2011 $ 2049

Net income Other comprehensive income (loss) Purchase of 392663 shares of

treasury stock Exercise of 24502 stock options 30 Stock compensation - Directors 2 Stock compensation expense Cash dividends declared

$50 per share

Balances at December 31 2012 2081

Net income Other comprehensive income (loss) Exercise of 667 stock options Stock compensation expense Cash dividends declared

$50 per share Issuance of restricted stock 11

Balances at December 31 2013 2093

Net income Other comprehensive income (loss) Exercise of 1000 stock options Stock compensation expense Cash dividends declared

$50 per share

Balances at December 31 2014 $ 2094

(Dollars in thousands) See accompanying notes to consolidated financial statements

Consolidated Statements of Stockholders Equity Years ended December 31

Additional Accumulated Other Total

Paid In Retained Comprehensive Treasury Stockholders

Capital Earnings Income (Loss) Net Stock Equity

$ 8237 $ 68735 $ 3361 $ (10756) $ 71626

3622 3622 (1370) (1370)

(18062) (18062) 865 895

35 37 113 1 13

(589) (589)

9250 71768 1991 (28818) 56272

976 976 (2566) (2566)

21 22 187 187

(522) (522) (11)

9447 72222 (575) (28818) 54369

1 050 1050 1081 1081

31 32 129 129

(525) (525)

$ 9607 $ 72747 $ 506 $ (28818) $ 56136

Consolidated Statements of Cash Flows Years ended December 3i

Cash flows from operating activities

Net income Adjustments to reconcile net income to net cash from operating activities

Amortization and accretion of securities Amortization of intangibles Realized security gains net Depreciation Loss (gain) on sale of premises and equipment Gain on sales of loans Loss on sale and valuation adjustments

of other real estate owned (Increase) decrease in mortgage loans held for sale Amortization of mortgage servicing rights Deferred tax benefit Stock compensation expense net Provision for loan losses (Increase) decrease in interest receivable and other assets Increase (decrease) in interest payable and other liabilities

Net cash provided by operating activities

Cash flows from investing activities

Redemption of FHLB stock Securities available for sale

Proceeds from sales Proceeds from maturities and calls Purchases

Sale of other real estate owned Increase in loans net Purchases of premises and equipment Proceeds from sale of premises and equipment Purchase of bank-owned life insurance

Net cash used by investing activities

Cash flows from financing activities

Proceeds from (repayment 01) holding company borrowing Net increase (decrease) in deposit activities Cash dividends paid Purchases of treasury stock Exercise of stock options

Net cash provided (used) by financing activities Net change in cash and cash equivalents Cash and cash equivalents at beginning of year Cash and cash equivalents at end of year

Supplemental cash flows information

Interest paid Income taxes paid Transfer from loans to other real estate owned

(Dollars in thousands middotsee accompanying nofes to consolidated financial middotstatements

$

$

$ $ $

2014

i 050

56i 90

(368) i 449

-(990)

i 82i 4i29

408 60

i 29 i 350

948 (i i 39) 9498

-

23322 27735 (28523)

2289 (33269)

(838) 1 70

(8 i 09) (1 7223)

(i 200) (705) (525)

-32

(2398) (i0i 23) 36838 267i 5

2278 74i

4032

2013 2012

$ 976 $ 3622

i 037 i i 76 i 8i i 80

(434) (2084) i 373 i 057

i (3) (2636) (34i 5)

i 029 i 058 2i37 (264)

506 i Oi 2 i 96 (68) i 87 i i 3

2243 i 77i 9i) 4i 9

i 969 i 904 8674 6478

847

21662 38789 38844 37290 (72497) (79835)

875 i 772 (57900) (1627 4)

(i i 22) (5942) 25 526

(70i i 3) (22827)

(i 200) 6000 22639 1 i 049

(522) (589) (i 8062)

22 932 20939 (670) (40500) (i 70i 9) 77338 94357

$ 36838 $ 77338

$ 3i18 $ 3589 $ i i 73 $ 2249 $ 51 67 $ 76i

Notes to Consolidated Financial Statements

f Summary of Significant Accounting Policies

PRINCIPLES OF CONSOLIDATION The consolidated financial statements of NJ Bancshares Corporation (the Corporation) include the accounts of the Corporation and its wholly owned subsidiary The National Bank amp Trust Company of Sycamore (the Bank) Significant intercompany transactions and accounts have been eliminated in consolidation

NATURE OF OPERATIONS The Bank provides a variety of financial services to individuals and businesses in DeKalb LaSalle and Kane Counties through its ten locations Branch offices include two locations in Sycamore three locations in DeKalb and one location in each of the towns of Elburn Genoa Leland Serena and Sandwich The Banks primary deposit products are checking accounts interestshybearing savings accounts certificates of deposit and individual retirement accounts The Banks primary lending products are commercial Joans real estate Joans and consumer Joans The Bank also maintains a trust department and originates residential mortgage Joans for sale in the secondary market The Bank is nationally chartered Deposits up to $250000 are insured by the Federal Deposit Insurance Corporation The Bank is subject to the regulations and supervision of the Office of the Comptroller of the Currency The Corporation is subject to the regulations and supervision of the Feder-al Reserve Bank

USE OF ESTIMATES The preparation of financial statements in conformity with accounting principles generally accepted in the United States (GAAP) requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of income and expense during the reporting period Actual results could differ from those estimates Material estimates that are particularly susceptible to significant change in the near term relate to the valuation of the allowance for Joan losses the valuation of other real estate owned the classification and valuation of securities the determination of fair values of financial instruments the impairment of goodwill and intangibles mortgage servicing rights and the status of contingencies

SIGNIFICANT CONCENTRATIONS OF CREDIT RISK Most of the Corporations activities are with customers located within the Illinois counties of DeKalb LaSalle and Kane Note I l l discusses the types of lending in which the Corporation is engaged The Corporation does not have any significant concentrations to any one industry customer or geographic location

CASH AND CASH EQUIVALENTS For purposes of reporting cash flows cash and cash equivalents include cash on hand amounts due from banks and federal funds sold Generally federal funds are sold and purchased for one-day periods Customer deposit and loan activities are reported on a net basis

At December 3i 20i 4 the Corporations cash accounts exceeded federally insured limits by approximately $1 i 973 thousand

SECURITIES Securities classrfied as available for sale are those debt or equity securities that the Bank intends to hold for an unspecified period of time but not necessarily to maturity Unrealized gains or losses are reported as increases or decreases in a separate component of stockholders equity net of the related deferred tax effect

The amortization of premiums and the accretion of discounts on securities are deducted from and added to interest income Realized gains or losses on sales of securities are determined using the specific-identification method Securities are written down to fair value when a decline in fair value is not temporary

Declines in the fair value of securities below their cost that are other than temporary are reftected as realized losses In estimating other-than-temporary losses management considers (i) the length of time and extent that the fair value has been Jess than cost (2) the financial condition and near term prospects of the issuer and (3) the intent of the Corporation to not sell the security or whether it is more likely than not that the Corporation will be required to sell the security before its anticipated recovery

During 201 4 201 3 and 201 2 the bank initiated a strategy to sell certain held for sale investment securities and subsequently reinvest the proceeds of those into similar held for sale investment securities The strategy included extending the weighted average maturity of a portion of the portfolio for interest rate risk purposes and accelerated the recognition of income from the portion that was sold As a result there was a gain of the sale of those securities of $368 $434 and $2084 thousand gross before taxes respectively

RESTRICTED STOCK The Bank as a member of the Federal Home Loan Bank of Chicago (FHLB) is required to maintain an investment in the capital stock of the Federal Home Loan Bank T he Bank also maintains an investment in the capital stock of the Federal Reserve Bank (FRB) For financial reporting purposes such stock is carried at cost which approximates fair value based on the redemption provisions of each institution

LOANS HELD FOR SALE Real estate loans originated and intended for sale in the secondary market are carried at the lower of cost or fair value in the aggregate as determined by outstanding commitments from investors Net unrealized losses if any are recorded as a valuation allowance and charged to earnings

Mortgage loans held for sale are generally sold with servicing rights retained The carrying value of mortgage loans sold is reduced by the cost allocated to the servicing right Gains or losses on sales of mortgage loans are based on the difference between the selling price and the carrying value of the related loan sold

Notes to Consolidated Financial Statements

SERVICING RIGHTS Servicing rights are recognized as assets for the allocated value of retained servicing rights on sold loans Servicing rights are expensed in proportion to and over the period of estimated net servicing revenues Impairment is evaluated based on the fair value of the rights using groupings of underlying loans as to loan term rate and then as to loan type Fair value is based upon discounted cash flows using market based assumptions Any impairment is reported as a valuation allowance to the extent that fair value is Jess than the capitalized amount

LOANS Loans are stated at the amount of unpaid principal net of unearned income and the allowance for loan losses Interest on loans is accrued daily and is computed on the principal balance outstanding

Loan origination fees net of certain direct organization costs are deferred and recognized as an adjustment of the yield of the related loans

In general interest income on mortgage and commercial loans is discontinued at the time the loan is 90 days delinquent unless the loan is well secured and in process of collection Consumer loans are typically charged off no later than 180 days past due In all cases loans are placed on non-accrual or charged-off at an earlier date if collection of principal or interest is considered doubtful

All interest accrued but not received for the loans placed on nonshyaccrual are reversed against interest income Interest received on such loans is accounted for on the cash basis or cost-recovery method until qualifying for return to accrual Loans are returned to accrual status when all the principal and interest amounts contractually due are brought current and future payments are reasonably assured

ALLOWANCE FOR LOAN LOSSES The allowance for loan losses is maintained at a level considered adequate to provide for probable incurred loan losses Allowances for impaired loans are generally determined based on collateral values or the present value of estimated cash flows discounted at the loans effective interest rate The allowance is increased by provisions charged to operating expense and reduced by net charge-offs Loans are charged off to the allowance for loan losses when and to the extent that they are deemed uncollectible by management Management makes continuous credit reviews of the loan portfolio and considers current economic conditions historical loan loss experience and other factors in determining the adequacy of the allowance

Allocations of the allowance may be made for specific loans but the entire allowance is available for any loan that in managements judQrnent should be charged off

The allowance consists of specific and general components The specific component relates to loans that are individually classified as impaired or loans otherwise classified as substandard or doubtful The general component covers non-classified loans and is based on historical loss experience adjusted for current factors

A loan is impaired when full payment under the Joan terms is not expected Commercial and commercial real estate loans are individually evaluated for impairment If a Joan is impaired a portion of the allowance is allocated so that the loan is reported net at the present value of estimated future cash flows using the loans existing rate or at the fair value of collateral if repayment is expected solely from the collateral Large groups of smaller balance homogeneous loans such as consumer and residential real estate loans are collectively evaluated for impairment and accordingly they are not separately identified for impairment disclosures

LAND PREMISES AND EQUIPMENT Land is stated at historical cost Premises and equipment are stated at cost less accumulated depreciation Depreciation is computed principally on the straight-line method over the estimated useful lives of the assets These assets are reviewed for impairment when events indicate the carrying amount may not be recoverable

OTHER REAL ESTATE OWNED Real properties acquired through or in lieu of loan foreclosure are to be sold and are initially recorded at fair value less the cost to sell at the date of the foreclosure establishing the new cost basis After foreclosure valuations are periodically performed by management and the real estate is carried at the lower of carrying amount or fair value less the estimated cost to sell Revenue and expenses from the operations changes in the valuation of the property and gain or loss on the disposition of the property are included in other expenses or other income as incurred

EARNINGS PER SHARE Basic earnings per share is calculated based on weightedshyaverage common shares outstanding Diluted earnings per share includes the dilutive effect of additional potential common shares issuable under stock options and restricted stock awards

GOODWILL AND INTANGIBLE ASSETS Goodwill results from business acquisitions and represents the excess of the purchase price over the fair value of acquired tangible assets and liabilities and identifiable intangible assets Goodwill and indefinite-lived intangibles are evaluated annually for impairment or more frequently if impairment indicators are present A qualitative assessment is performed to determine whether the existence of events or circumstances leads to a determination that it is more likely than not the fair value of the reporting unit or indefinite-lived intangible asset is Jess than its carrying amount If based on the evaluation it is determined to be more likely than not that the fair valued is less than the carrying value then the goodwill or indefinite-Jived intangible is tested further for impairment If the implied fair value of goodwill or the fair value of the indefinite-lived intangible is lower than their carrying amounts an impairment loss is recognized in an amount equal to the difference Subsequent increases in goodwill value

- are not recognized in the financial statements

Intangible assets consist of core deposits arising from a whole bank acquisition They are initially measured at fair value and then are amortized over their estimated useful lives These assets are reviewed for impairment when events indicate the carrying amount may not be recoverable

Notes to Consolidated Financial Statements

LOAN COMMITMENTS AND RELATED FINANCIAL INSTRUMENTS Financial instruments include off-balance sheet credit instruments such as commitments to make loans and commercial letters of credit issued to meet customer financing needs The face amount for these items represents the exposure to loss before considering customer collateral or ability to repay Such financial instruments are recorded when they are funded

IMPAIRMENT OF LONG-LIVED ASSETS The Corporation reviews long-lived assets for impairment whenever events or changes in circumstances indicate the carrying amount of an asset may not be recoverable Recoverability of assets to be held and used is measured by a comparison of the carrying amount of an asset to future undiscounted net cash flows expected to be generated by the asset If such assets are considered to be impaired the impairment to be recognized is measured by the amount by which the carrying amount of the assets exceeds the fair value of the assets Assets to be disposed of are reported at the lower of carrying amount or fair value less costs to sell

TRANSFERS OF FINANCIAL ASSETS Transfers of financial assets are accounted for as sales when control over the assets has been surrendered Control over transferred assets is deemed to be surrendered when (1 ) the assets have been isolated from the Corporation (2) the lransferee obtains the right (free of conditions that constrain it from taking advantage of that right) to pledge or exchange the transferred assets and (3) the Corporation does not maintain effective control over the transferred assets through an agreement to repurchase them before their maturity

TRUST ASSETS AND FEES Assets of the Trust Department are not included in these consolidated financial statements because they are not assets of the Corporation or the Bank Fee income generated from trust services is primarily recorded on the accrual method

INCOME TAXES Deferred income taxes are provided on temporary differences between financial statement and income tax reporting Temporary differences are differences between the amounts of assets and liabilities reported for financial statement purposes and their tax bases

Deferred tax assets are recognized for temporary differences that will be deductible in future years tax returns and for operating loss and tax credit carryforwards Deferred tax assets are recognized only if it is more likely than not that the tax position will be realized or sustained upon examination by the relevant taxing authority A tax position that meets the more-likely-thanshynot recognition threshold is initially and subsequently measured as the largest amount of tax benefit that has a greater than 50 percent likelihood of being realized upon settlement with a taxing authority that has full knowledge of all relevant information

Deferred tax assets are reduced by a valuation allowance if it is deemed more likely than not that some or all of the deferred tax assets will not be realized Deferred tax liabilities are recognized for temporary differences that will be taxable in future years

COMPREHENSIVE INCOME (LOSS) Comprehensive income (loss) consists of net income (loss) and other comprehensive income (loss) Other comprehensive income (loss) includes unrealized gains and losses on securities available for sale net of taxes These unrealized gains and losses net of taxes are also recognized as separate components of equity

LOSS CONTINGENCIES Loss contingencies including claims and legal actions arising in the ordinary course of business are recorded as liabilities when the likelihood of loss is probable and an amount or range of loss can be reasonably estimated Management does not believe there are matters that will have a material effect to the Corporation the Bank or the Banks Trust Department or on the fiancial statements of the Corporation

STOCK COMPENSATION PLANS Compensation cost is measured using the fair value of an award on the grant dates and is recognized over the service period which is usually the vesting period Compensation cost related to the non-vested portion of awards outstanding is based on the grant-date fair value of those awards T he Corporation has an incentive stock option plan and restricted stock awards which are described more fully in Note IX

TREASURY STOCK Common stock shares repurchased are recorded at cost Cost of shares retired or reissued is determined using the first-in firstshyout method

During 201 2 the Corporation purchased 392663 treasury shares This was primarily accomplished through two transactions the first involving a negotiated purchase of shares from certain members of the Dutton Family and their affiliates and the second involving a tender offer with our shareholders These treasury shares were all repurchased at $46 per share a discount to the current book value per share Detailed information related to these transactions was provided to stockholders in an Offer to Purchase dated November 1 201 2 The total cost to capital of the Corporation was $1 6940 thousand for these treasury shares

Notes to Consolidated Financial Statements

II Securities

Amortized cost and fair values of securities classified as available for sale with gross unrealized gains and losses at December 31 are summarized as follows (Dollars in thousands)

US Obligations of US Government- States and Political Certificates Equity Total

Treasury Sponsored Entities Subdivisions of Deposit Securities Securities

2014 Amortized cost $ 1 4470 $ 7981 6 $ 31 728 $ 988 $ 456 $ 1 27458 Gross unrealized gains 2 536 694 1 232 Gross unrealized losses (28) (233) (205) (466)

Fair value $ 1 4444 $ 80 1 1 9 $ 32217 $ 988 $ 456 $ 1 28224

2013 Amortized cost $ 1 5007 $ 94907 $ 37030 $ 988 $ 2406 $ 150338 Gross unrealized gains 1 0 1 1 7 854 981 Gross unrealized losses (2) (926) 924) (1 852)

Fair value $ 1 501 5 $ 94098 $ 36960 $ 988 $ 2406 $ 1 49467

The fair values of debt securities classified as available for sale by contractual maturity at December 31 2014 are as follows (Dollars in thousands)

1 year or l ess Over 1-5 years Over 5-10 years Over 1 0 years Total

US Treasury $ 5000 $ 9444 $ $ $ 1 4444

US government-sponsored entities 1 7057 47722 1 5340 80 1 1 9

Obligations of states and political subdivisions 3964 9859 1 8394 3221 7

Certificates of deposit 988 988

Total $ 26021 $ 6801 3 $ 33734 $ $1 27768

Expected maturities may differ from contractual maturities because the borrowers may have the right to call or prepay obligations with or without call or prepayment penalties Other equity securities include mutual funds which have no maturity date Securities with a market value of $1 220 million and $1 21 0 million at December 31 201 4 and 201 3 respectively are pledged to secure public deposits and other purposes as required or permitted by law

middot

Amortized cost gross reaiized gains gross realized losses and saies proceeds from available for sale securities sold matured or called at December 31 are summarized as follows (Dollars in thousands)

2014 2013 2012

Amortized cost $ 50689 $ 60072 $ 73995 Gross realized gains 546 435 2093 Gross realized losses (1 78) (1 ) (9) Proceeds $ 51 057 $ ousuo $ 70UJ

Notes to Consolidated Financial Statements

I I Securities cont

The following tabes present investments gross unrealized losses and fair value at December 31 aggregated by Investment category and length of time that Individual securities have been in a continuous unrealized loss position Dollars In thousands)

Less Than 12 Months 12 Months or More Total Fair Value Unrealized Loss Fair Value Unrealized Loss Fair Value U n realized Loss

2014 US Treasury $ 9444 $ (28) $ $ $ 9444 $ (28) US government-

sponsored entities i 7529 (43) i 5009 (i 90) 32538 (233) Obligations of states and

political subdivisions i 983 (i7) 6475 (i 88) 8458 (205) $ 28956 $ (88) $ 2i 484 $ (378) $ 50440 $ (466)

Less Than 12 Months 12 Months or More Total Fair Value Unrealized Loss Fair Value Unrealized Loss Fair Value Unrealized Loss 2013

US Treasury $ 3994 $ (2) $ $ $ 3994 $ (2)

US government-sponsored entities 7222i (926) 7222i (926)

Obligations of states and political subdivisions i 2042 (597) 3 i30 (327) i 5i 72 (924)

$ 88257 $ (i 525) $ 3i30 $ (327) $ 9i 387 $ (1 852)

At December 3i 20i 4 37 US Treasury US government-sponsored entities and obligations of states and political subdivisions securities have an unrealized loss with aggregate depreciation of less than one-quarter percent of the Corporations amortized cost basis Management views fluctuation in agencies as temporary market fluctuations There were i 9 securities with an unrealized loss for over i 2 months The fair value is expected to recover as the bonds approach maturity The nature and quality of these investments remain adequate and continue to have a Moodys rating of an A or above as required by Bank policy Management views the losses associated with US Treasury US government-sponsored entities and obligations of states and political subdivisions securities to also be temporary market fluctuations

Notes to Consolidated Financial Statements

III Loans

Classes ofoans at December 31 include (Dollars in thousands)

2014 2013

Construction and land development $ 1 4 199 $ 1 9798 Farmland 20488 1 7397 Residential real estate 1 1 5291 1 04873 Nonresidential real estate 1 37499 1 3501 4 Agricultural production 1 2530 1 2968 Commercial 45940 41 273 Loans to individuals 57280 42883 Other 5738 6206

Total Joans and leases $ 408965 $ 38041 2 Allowance for loan losses (3906) (3240)

Total loans and leases net $ 405059 $ 377 1 72

The Bank maintains lending policies and procedures designed to focus lending efforts on the type location and duration of loans most appropriate for its business model and markets The Banks principal lending activity is the origination of residential and commercial real estate loans commercial loans consumer loans and home equity lines of credit The primary lending market is located within the Illinois counties of DeKalb LaSalle and Kane Generally loans are collateralized by assets of the borrower and guaranteed by the principals of the borrowing entity

The Board of Directors reviews and approves the Banks lending policy on an annual basis Quarterly the Board reviews the allowance for loan losses and reports related to loan production loan quality concentrations of credit loan delinquencies and non-performing and potential problem loans

The Bank does not accrue interest on any asset which is maintained on a cash basis because of deterioration in the financial position of the borrower any asset for which payment in full of interest or principal is not expected or any asset upon which principal or interest has been in default for a period of ninety days or more unless it is both well secured and in the process of collection A non-accrual asset may be restored to an accrual status when none of its principal and interest is due and unpaid or when it otherwise becomes well secured and in the process of collection

The Bank periodically performs an independent loan review of outstanding loans through the use of an outside third party The primary objective of the independent loan review function is to ensure the maintenance of a quality loan portfolio and minimize the potential for Joan losses The Joan review engagement is responsible for reviewing a sample of existing loans for compliance with internal policies and procedures In addition to reviewing Joans for compliance the loan review analyzes the appropriateness and timeliness of risk grading and problem loan identification by loan officers

Notes to Consolidated Financial Statements

I l l Loans cont

The Corporation categorizes loans into risk categories based on relevant information about the ability of borrowers to service their debt such as current financial information historical payment experience credit documentation public information and current economic trends among other factors This analysis is performed on an annual basis at a minimum The Corporation uses the following definitions for risk ratings

Internal Risk Categories Loan grades are numbered i through 7 Grades i through 4 are considered pass grades The grade of 5 or Special Mention represents loans of lower quality and is considered criticized The grades of 6 or Substandard and 7 or Doubtful refer to assets that are classified The use and application of these grades by the bank will be uniform and shall conform to the banks policy

Pass (1) loans are of superior quality with excellent credit strength and repayment ability providing a nominal credit risk

Pass (2) loans are of above average credit strength and repayment ability providing only a minimal credit risk

Pass (3) loans of reasonable credit strength and repayment ability providing an average credit risk due to one or more underlying weaknesses

Pass (4) loans of the lowest acceptable credit strength and weakened repayment ability providing a cautionary credit risk due to one or more underlying weaknesses New borrowers are typically not underwrillen witl1in this classification

Special Mention (5) assets have potential weaknesses that deserve managements close attention If left uncorrected these potential weaknesses may result in deterioration of the repayment prospects for the asset or in the institutions credit position at some future date Special mention assets are not adversely classified and do not expose an institution to sufficient risk to warrant adverse classification Ordinarily special mention credits have characteristics which corrective management action would remedy

Substandard (6) loans are inadequately protected by the current sound worth and paying capacity of the obligor or of the collateral pledged if any Loans so classified must have a well-defined weakness or weaknesses that jeopardize the liquidation of the debt They are characterized by the distinct possibility that the Bank will sustain some loss if the deficiencies are not corrected

Doubtful (7) loans classified as doubtful have all the weaknesses inherent in those classified Substandard with the added characteristic that the weaknesses make collection or liquidation in full on the basis of current known facts conditions and values highly questionable and improbable

Risk characteristics applicable to each segment of the loan portfolio are described as follows

Residential 1 -4 Family The residential i -4 family real estate are generally secured by owner-occupied i -4 family residences Repayment of these loans is primarily dependent on the personal income and credit rating of the borrowers Credit risk in these loans can be impacted by economic conditions within the Banks market areas that might impact either property values or a borrowers personal income Risk is mitigated by the fact that the loans are of smaller individual amounts and spread over a large number of borrowers

Non-residential Real Estate Non-residential real estate loans typically involve larger principal amounts and repayment of these loans is generally dependent on the successful operations of the property securing the loan or the business conducted on the property securing the loan These loans are viewed primarily as cash flow loans and secondarily as loans secured by real estate Credit risk in these loans may be impacted by the creditworthiness of a borrower property values and the local economies in the Banks market areas

Construction and Land Development Real Estate Conshystruction and land development real estate loans are usually based upon estimates of costs and estimated value of the completed project and include independent appraisal reviews and a financial analysis of the developers and property owners Sources of repayment of these loans may include permanent loans sales of developed property or an interim loan commitment from the Bank until permanent financing is obtained These loans are considered to be higher risk than other real estate loans due to their ultimate repayment being sensitive to interest rate changes general economic conditions and the availability of long-term financing Credit risk in these loans may be impacted by the creditworthiness of a borrower property values and the local economies in the Banks market areas

Commercial The commercial portfolio includes loans to commercial customers for use in financing working capital needs equipment purchases and expansions The loans in this category are repaid primarily from the cash flow of a borrowers principal business operation Credit risk in these loans is driven by creditworthiness of a borrower and the economic conditions that impact the cash flow stability from business operations

Loans to individuals The consumer loan portfolio consists of various term and line of credit loans such as automobile loans and loans for other personal purposes Repayment for these types of loans will come from a borrowers income sources that are typically independent of the loan purpose Credit risk is driven by consumer economic factors (such as unemployment and general economic conditions in the Banks market area) and the creditworthiness of a borrower

Agricultural Production and Farmland Loans Agricultural production loans are generally comprised of seasonal operating lines to cash grain farmers to plant and harvest corn and soybeans and term loans to fund the purchase of equipment Farmland loans are primarily comprised of loans for the purchase of farmland Specific underwriting standards have been established for agricultural-related loans including the establishment of projections for each operating year base on industry developed estimates of farm input costs an expected commodity yields and prices Operating lines are typically written for one year and secured by the crop Loan-to-value ratios on Joans secured by farmland generally do not exceed 65 and have amortization periods limited to twenty-five years Federal government-assistance lending programs through the Farm Service Agency are used to mitigate the level of credit risk when deemed appropriate

Notes to Consolidated Financial Statements

The following table presents the credit risk profile of the Banks loan portfolio based on internal rating category and payment activity as of December 31 2014 and 2013 (Dollars in thousands)

Non Residential Residential Agricultural Loans-to

Construction Farmland Real Estate Real Estate Production Commercial Individuals Other

20 1 4 Loan Class Pass $ 1 1 274 $ 20488 $ 1 0941 2 $ 1 35059 $ 1 2530 $ 45386 $ 57280 $ 5738 Special mention 1 261 Substandard 2925 5879 1 1 79 554 Doubtful Total $ 1 4 1 99 $ 20488 $ 1 15291 $ 1 37499 $ 1 2530 $ 45940 $ 57280 $ 5738

201 3 Loan Class Pass $ 1 6327 $ 1 6505 $ 98646 $ 1 29428 $ 1 2 1 28 $ 38282 $ 42883 $ 6206 Special mention 892 5667 448 840 2503 Substandard 3471 560 5 138 488 Doubtful Total $ 1 9798 $ 1 7397 $ 1 04873 $ 1 3501 4 $ 1 2968 $ 41 273 $ 42883 $ 6206

The Bank evaluates the loan risk grading system definitions and allowance for loan loss methodology on an ongoing basis No significant changes were made to either during the past year

The accrual of interest on loans is discontinued at the time the loan is 90 days past due unless the credit is well-secured and in process of collection Past due status is based on contractual terms of the loan In all cases loans are placed on non-accrual or charged-off at the earlier date if collection of principal and interest is considered doubtful

All interest accrued but not collected for loans that are placed on non-accrual or charged-off is reversed against interest income The interest on these loans is accounted for on the cash-basis or cost-recovery method until qualifying for return to accrual Loans are returned to accrual status when all principal and interest amounts contractually due are brought current and future payments are reasonably assured

Notes to Consolidated Financial Statements

The following tables present the Corporation s loan portfolio aging analysis at December 31 (Dollars in thousands)

Non Residential Residential Agricultural Loans to

Construction Farmland Real Estate Real Estate Production Commercial Individuals Other Total

201 4 30-89 days past due $ $ $ 1 92 $ $ $ $ 707 $ 23 $ 922 90 days or greater

past due or nonaccrual 1 68 6327 551 92 2 7 140 Total past due and

nonaccrual 360 6327 551 799 25 8062 Current loans 1 4 1 99 20488 1 1 4931 1 31 1 72 1 2530 45389 56481 57 13 400903

Total loans receivable 1 4 1 99 20488 1 1 5291 1 37499 1 2530 45940 57280 5738 408965

Total loans 90 days or greater and accruing $ $ $ $ 571 1 $ $ $ 92 $ 2 $ 5805

2013 30-89 days past due $ $ $ 312 $ 57 $ $ $ 529 $ 28 $ 926 90 days or greater

past due or nonaccrual 770 4791 347 75 5983

Total past due and nonaccrual 1 082 4848 347 604 28 6909

Current loans 1 9798 1 7397 1 03791 1 301 66 1 2968 40926 42279 6 178 373503

Total loans receivable 1 9798 1 7397 1 04873 1 3501 4 1 2968 41273 42883 6206 38041 2

Total loans 90 days or greater and accruing $ $ $ 209 $ 3683 $ $ $ 75 $ $ 3977

A loan is considered impaired in accordance with the impairment accounting guidance (ASC 31 0-1 0-35-1 6) when based on current information and events it is probably the Corporation will be unable to collect all amounts due from the borrower in accordance with the contractual terms of the loan Impaired loans include non-performing commercial loans but also include loans modified in troubled debt restructurings where concessions have been granted to borrowers experiencing financial difficulties These concessions could include a reduction in the interest rate on the loan payment extensions forgiveness of principal forbearance or other actions intended to maximize collection

Included in certain loan categories in the impaired loans are troubled debt restructurings that were classified as impaired At December 31 201 4 and 201 3 the Corporation had $895 and $907 thousand respectively of commercial and non-residential real estate loans $76 and $76 thousand respectively in residential loans and $1 and $5 thousand respectively in consumer loans that were modified in troubled debt restructurings and impaired and that were performing in accordance with their modified terms

When economic concessions have been granted to borrowers who have experienced financial difficulties the loan is considered a troubled debt restructuring These concessions typically result from our loss mitigation activities and could include reductions in the interest rate payment extensions forgiveness of principal forbearance or other actions Troubled debt restructurings are considered impaired at the time of restructuring and typically are returned to accrual status after considering the borrowers sustained repayment performance as agreed for a reasonable period of at least six months or once the granted concessions have ended or are no longer applicable

As of December 31 201 4 and 201 3 the Bank had troubled debt restructurings all modification of payment terms with a recorded balance at original cost of $895 and $907 thousand respectively and consists of four commercial and non-residential real estate loans for both years which are all performing in accordance with the modified terms of the loan All four loans were added as troubled debt restructuring during the fourth quarter of 201 3 There was no difference between pre-modification and post-modification balances As of December 31 201 4 and 2013 the loans totaling $895 and $907 thousand respectively are on non-accrual and considered impaired by the Bank Based on the fair value of the collateral specific reserves required on the loans totaled $108 and $98 thousand as of December 31 201 4 and 2013 respectively During the years ended December 31 201 4 and 2013 there were no defaults of loans that had been modified as a troubled debt restructuring in the 1 2 month period prior to default

Notes to Consolidated Financial Statements I l l Loans cont

The following tables present the impaired loan balances (loans on non-accrual status) at December 31 (Dollars in thousands)

Non Residential Residential

Real Real Agricultural Loans to

Construction Farmland Estate Estate Production Commercial Individuals Other

20 1 4 Loans with out a specific

valuation al lowance Recorded balance $ $ $ 92 $ $ $ 487 $ $ Unpaid principal balance 92 487 Specific allowance Average investment in

impaired loans 278 4 1 99 1 02

Loans with a specific valuation al lowance

Recorded balance $ $ $ 76 $ 61 6 $ 63 Unpaid principal balance 76 61 6 63 Specific allowance 66 1 08 31 Average investment in

impaired loans 369 1 1 48 694

Total loans receivab l e Total Recorded balance $ $ $ 1 68 $ 61 6 $ $ 551 $ $ $ 1 335 Unpaid principal balance $ $ $ 1 68 $ 61 6 $ $ 551 $ $ $ 1 335 Specific allowance $ $ $ 66 $ 1 08 $ $ 31 $ $ $ 205 Average investment in

impaired Joans $ $ $ 648 $ 5346 $ $ 796 $ $ $ 6790

2013 Loans without a specific

valuation al lowance Recorded balance $ $ $ 299 $ 1 098 $ $ $ $ Unpaid principal balance 299 1 098 Specific allowance Average investment in

impaired loans 4037 280 5226 1 7 12

Loans with a specific valuation al lowance

Recorded balance $ $ $ 261 $ $ 347 Unpaid principal balance 261 347 Specific allowance 1 1 2 1 07 Average investment in

impaired loans 306 8201 530

Total loans receiva ble Total

Recorded balance $ $ $ 560 $ 1 098 $ $ 347 $ $ $ 2005 Unpaid principal balance $ $ $ 560 $ 1 098 $ $ 347 $ $ $ 2005 Specific allowance $ $ $ 1 1 2 $ $ $ 1 07 $ $ $ 219 Average investment in

impaired Joans $ 4037 $ $ 586 $1 3427 $ $ 2242 $ $ $ 20292

There was no Interest income recognized on a cash basis or accrual basis for 2014 or 2013 on impaired loans

Notes to Consolidated Financial Statements

Ill Loans cont

The following tables present the balance in the allowance for loan losses and the recorded investment in loans based on portfolio segment and impairment methods at December 31 (Dollars in thousands)

Non Residential Residential Agricultural Loans to Other

Construction Farmland Real Estate Real Estate Production Commercial Individuals Loans Unallocated Total

20 1 4 Allowance for loan losses Balance beginning of year $ 473 $ i 9 $ 700 $ i 32i $ i 4 $ 56i $ i 22 $ 30 $ - $ 3241 Provision charged to

expense (289) 68 762 (27) 2i (96) 699 2 i 2 i 351 Losses charged off (324) (i 79) (7i) (270) (i32) (971 Recoveries 34 49 i 3 i 8 i 55 23 29 Balance end of year $ 2i8 $ 87 $ i i 87 $ i i 28 $ 35 $ 4i 2 $ 706 $ i 33 $ - $ 3901

Ending balance individually evaluated for impairment $ $ $ 66 $ i 08 $ $ 3i $ $ $ - $ 20[

Ending balance collectively evaluated for impairment $ 2i 8 $ 87 $ i i 21 $ 1 020 $ 35 $ 381 $ 706 $ 1 33 $ - $ 370

Loans Ending balance $ 1 4 1 99 $20488 $1 1 5291 $ 1 37499 $ 1 2530 $45940 $ 57280 $ 5738 $ - $ 40896 Ending balance individually

evaluated for impairment $ $ $ i 68 $ 61 6 $ $ 551 $ $ $ - $ 1 33 Ending balance collectively

evaluated for impairment $14 i 99 $20488 $1 1 5 1 23 $ 1 36883 $ 1 2530 $45389 $57280 $ 5738 $ - $ 40763(

2013 Allowance for loan losses Balance beginning of year $ 243 $ 23 $ 848 $ 2040 $ 1 7 $ 456 $ 285 $ 7 $ 52 $ 397 Provision charged to

expense 230 (4) 378 1 077 (3) 630 (1 50) 1 37 (52) 224 Losses charged off (543) (i 830) (538) (203) (1 4 i ) (325t Recoveries 1 7 34 1 3 1 90 27 28

Balance end of year $ 473 $ 1 9 $ 700 $ i 32i $ i 4 $ 56i $ i 22 $ 30 $ - $ 324(

Ending balance individually evaluated for impairment $ $ $ 1 1 2 $ $ $ i 07 $ $ $ - $ 2if

Ending balance collectively evaluated for impairment $ 473 $ i 9 $ 588 $ 1 32i $ i 4 $ 454 $ i 22 $ 30 $ - $ 302middot

Loans Ending balance $i 9798 $1 7397 $i 04873 $ i 35014 $ 1 2968 $41 273 $ 42883 $ 6206 $ - $ 38041 Ending balance individually

evaluated for impairment $ $ $ 560 $ i 098 $ $ 347 $ $ $ - $ 200( Ending balance collectively

evaluated for impairment $i 9798 $ i 7397 $i 0431 3 $ i 339i 6 $ 1 2968 $40926 $42883 $ 6206 $ - $ 37840i

Notes to Consolidated Financial Statements

I I I Loans cont

Managements opinion as to the ultimate collectability of loans is subject to estimates regarding future cash flows from operations and the value of property real and personal pledged as collateral These estimates are affected by changing economic conditions and the economic prospects of borrowers

Allowance for Loan Losses The allowance for loan and lease losses (allowance) represents managements estimate of the reserve necessary to adequately account for probable losses that could ultimately be realized from current loan exposures In determining the adequacy of the allowshyance management relies predominately on a disciplined credit review and approval process The review process is directed by overall lending policy and is intended to identify at the earliest possible stage borrowers who might be facing financial difficulty

Loans for which it is probable that the Bank will not collect all principal and interest due according to the contractual terms are identishyfied as impaired The impairment for each applicable loan is quantified and specific loss exposures are allocated within the allowance Loans that are in non accrual status are generally considered impaired

A detailed analysis is performed on each loan that is not impaired but poses sufficient risk to warrant in-depth review These are loans that have been classified as substandard or are on the Banks internal watch list Due to the elevated risk inherent in these Joans management has determined that it is appropriate to quantify the potential loss within the pool of classified loans by estimating each loans collateral shortfall These collateral shortfall estimates are incorporated in the determination of the adequacy of the allowance

In estimating the risk of loss in the remaining portion of the loan portfolio identified as non-classified management establishes base Joss estimations which are derived from the historical Joss experience over the past three calendar years These base loss estimations are then adjusted after consideration ofnine different qualitative factors

Notes to Consolidated Financial Statements

IV Loan Servicing

Real estate loans serviced for others are not included in the accompanying consolidated balance sheets The risks inherent in mortgage servicing assets relate primarily to changes in prepayments that result from shifts in mortgage interest rates The unpaid principal balances of mortgage loans serviced for others was $3528 million and $3567 million at December 31 201 4 and 201 3 respectively The fair value of mortgage servicing rights at December 31 201 4 and 201 3 was approximately $31 million and $33 million respectively The fair value of servicing rights was determined using discount rates ranging from 950 to 1 000 percent and prepayment speeds principally ranging from 903 to 1 1 20 percent depending on the stratification of the specific right

The Corporation changed its method of amortizing mortgage servicing rights during 201 3 from the straight-line amortization method to a methodology based on anticipated prepayment assumptions Amortization expense for 2013 would have been $1 068 thousand if the straight-line method was used

Custodial escrow balances maintained in connection with the foregoing loan servicing and included in demand deposits were $37 million and $4 1 million at December 31 201 4 and 201 3 respectively

Following is a summary of the mortgage servicing rights capitalized and amortized (Dollars in thousands)

20 1 4 2013 2012

Balance beginning of year $ 2524 $ 21 83 $ 1 876 Mortgage servicing rights capitalized 331 847 1 31 9 Mortgage servicing rights amortized (408) 506) (1 01 2) Recorded balance end of year $ 2447 $ 2524 $ 21 83

Fair value end of year $ 31 38 $ 3273 $ 21 83

Notes to Consolidated Financial Statements

V Land Premises and Equipment

A summary of land premises and equipment by asset classification at December 31 is as follows (Dollars in thousands)

20 1 4 2013

Land $ 7895 $ 7895 Premises 1 7 697 1 8297 Furniture fixtures and equipment 7867 791 7 Vehicles 1 1 0 1 1 0

33569 34219 Accumulated depreciation (1 241 2) (1 2281) Land premises and equipment net $ 21 1 57 $ 21 938

Depreciation expense for the years ended December 31 201 4 201 3 and 201 2 was $1 4 million $1 4 million and $1 i million respectively Leasehold improvements are capitalized and depreciated using the straight-line method over the terms of the respective leases or the estimated useful lives of the improvements whichever is shorter Expected terms include lease option periods to the extent that the exercise of such options is reasonably assured

Pursuant to the terms of noncancelable lease agreements in effect at December 31 2014 pertwning to banking premises and equipment future minimum rent commitments under various operating leases are as follows for years ended December 31 (Dollars in thousands)

2015 2016 2017 201 8 2019 Thereafter Total

$ 303 $ 306 $ 1 91 $ 79 $ 79 $ 298 $ i 257

The leases contain options to extend for periods from five to 50 years The cost of exercising such options is not included above Total rent expense for the years ended December 31 201 4 201 3 and 201 2 amounted to approximately $336 $334 and $426 thousand respectively

Notes to Consolidated Financial Statements

VI Deposits

Time deposits greater than or equal to $100 thousand were $653 million and $723 million at December 31 201 4 and 201 3 respectively Interest expense on these deposits was $08 million $1 1 million and $1 4 million in 201 4 201 3 and 201 2 respectively

At December 31 2014 the scheduled maturities of time deposits are as follows (Dollars in thousands

2015 201 6 201 7 2018 2019 Total

$ 66577 $ 26867 $ 32074 $ 1 4084 $ 1 1 81 0 $ 1 51 41 2

Interest-bearing deposits at December 31 consist of the following (Dollars in thousands)

20 1 4

201 3

NOW and Money Market

$ 229355

$ 225263

Savings

$ 55301

$ 53326

Time $100000 and over

$ 65267

$ 72339

Time Other

$ 86145

$ 93065

Total

$ 436068

$ 443993

The aggregate amount of deposit overdrafts included in loans at December 31 201 4 and 201 3 was $244 and $1 91 thousand respectively

VII Borrowings

The Bank has the ability to borrow from the Federal Home Loan Bank with borrowings collateralized by first mortgage loans mulshytifamily and farmland loans under a blanket lien agreement in the amount of approximately $60 million Based on this collateral and the Banks holdings of FHLB stock the Bank is eligible to borrow up to approximately $38 million at year-end 201 4

During 201 2 and in conjunction with the purchase of 392663 treasury shares of stock the Corporation borrowed $6 million from a correspondent bank pursuant to a newly established line of credit The borrowings bear an interest rate equal to the lenders prime rate with a minimum rate of 325 At December 31 201 4 the rate was 325 and the balance outstanding was $36 million The Corporation was required to make quarterly interest-only payments on this line of credit through December 31 201 3 after which in addition to quarterly interest payments the Corporation must make equal annual principal payments of $1 2 million through December 31 201 7 when the line of credit matures There is no prepayment penalty associated with the borrowing should the Corporation decide to repay the debt prior to maturity

As of December 31 201 4 the Bank was not in compliance with one of the note covenants relating to annual return on assets The note contains certain covenants including financial covenants for the Bank which must be met at all times Should the Corporation or the Bank be found not compliant with them during the term of the note there are remedies the issuing financial institution shall have the right to enforce including that the note could become immediately due and payable The issuing financial institution has approved the noncompliance for the fourth quarter ended December 31 201 4

Notes to Consolidated Financial Statements

VI II I n come Taxes

Income taxes reflected in the consolidated statements of operations consist of the following (Dollars in thousands)

20 1 4 2013 Current payable

Federal $ 30 $ 96 State 80

Deferred tax benefit 60 1 96 Income tax expense $ 90 $ 372

The Corporations income tax expense beneflt) differed from the federal statutory rate of 34 as indicated in the following analysis

(Dollars in thousands)

20 1 4 2013

Tax based on statutory rate $ 388 $ 458 State taxes net of federal tax benefit (1 06) 53 Effect of tax-exempt income (31 0) (276) Other net 1 1 8 1 37 Income tax expense $ 90 $ 372

The Corporation has the following deferred tax assets and liabilities at December 31 (Dollars in thousands)

Deferred tax assets Deferred tax liabilities

Net deferred tax assets

20 1 4

$ 31 07 (2782)

$ 325

2013

$ 2982 (2637)

$ 345

2012

$ 1 234 727 (68)

$ 1 893

2012

$ 1 875 390 (31 4)

(58) $ 1 893

The components of deferred income taxes were principally related to the allowance for loan losses other real estate owned write-downs differences in amortization of core deposit intangible assets depreciation and mortgage servicing rights Deferred tax liabilities related to unrealized losses and gains on securities available for sale are $260 and $296 thousand at December 31 201 4 and 201 3 respectively

The Corporation files income tax returns in the US federal jurisdiction and the State of Illinois The Corporation is no longer subject to US federal or state income tax examination by tax authorities for years before 201 1

Notes to Consolidated Financial Statements

IX Employee Benefits

Substantially all employees are covered by a profit sharing plan The contribution determined in accordance with the provisions of the plan was $i 72 thousand $i 23 thousand and $207 thousand in 20i 4 20i 3 and 20i 2 respectively

Under the Corporations Employee Stock Option Plan the Corporation may grant options to its key employees for up to 1 00000 shares of common stock The exercise price of each option equals the market price of the Corporations stock on the date of grant and the options maximum term is ten years The vesting period is three years from the date of grant GAAP provisions require that compensation cost relating to share-based payment transactions be recognized in the financial statements with measurement based upon the fair value of the equity or liability instruments issued For the year ended December 3i 20i 2 the Corporation recognized $i i 3 thousand in compensation expense for stock options For the year ended December 3i 20i 3 the Corporation recognized $97 thousand in compensation expense for stock options For the year ended December 3i 20i 4 the Corporation recognized no compensation expense for stock options

The activity in the plan is summarized as follows

Outstanding at beginning of year Granted Exercised Forfeitedexpired Outstanding at end of year

Options exercisable at year-end

Non-vested options beginning of year Granted Vested Forfeitedexpired Non-vested options at year end

Shares

85998

(i 000)

84998

84998

20 1 4

Weighted Weighted Average Average

Exercise Price Contractual Term

$ 4762

3200

$ 4748

$ 4748

2 0 1 4

Number of Shares

8333

(8333)

(in years)

35

35

Weighted Average

Grant Date Fair Value

$ 3200

3200

$

2013

Weighted Weighted Shares Average Average

Exercise Price Contractual Term (in years)

88998 $ 4709

(667) 3200 (2333) 3747

85998 $ 4762 48

77665 $ 4929 4i

2013

Weighted

Number of Average

Grant Date Shares Fair Val u e

i 9333 $ 3200

(i 1 000) 3200

8333 $ 3200

The fair value of each option is estimated using Black-Scholes option-pricing model which requires the use of subjective valuation assumptions The expected volatility is based on historical volatility of the Corporations stock price The risk-free interest rates for periods within the contractual life of the awards are based on the US Treasury yield curve in effect at the time of the grant The expected life is based on historical exercise experience The dividend yield assumption is based on the Corporations history and expectation of dividend payouts There were no options granted in 20i 3 or 20i 4

At December Si 20i 4 there was no unrecognized cost related to non-vested stock options granted under the Employee Stock Option Plan

Notes to Consolidated Financial Statements

IX Emp loyee Benefits cont

The following table summarizes restricted stock activity

20 1 4 2013

Weighted Average Weighted Average Number of Grant Date Number of Grant Date

Shares Fair Value Shares Fair Value

Balance beginning of year 8959 $ 4000 $ Granted 8959 4000 Forfeited (888) 4000 Earned and issued (2250) 4000 Balance end of period 5821 $ 4000 8959 $ 4000

The fair value of the restricted stock awards is amortized to compensation expense over the vesting period (forty months) and is based on the market price of the Corporations common stock at the date of grant multiplied by the number of shares granted that are expected to vest At the date of grant the par value of the shares granted was recorded in equity as a credit to common stock and a debit to paid-in capital The weighted-average grant date fair value of restricted stock granted during the year ended December 31 201 4 was $4000 per share or $358 thousand Stock-based compensation expense for restricted stock for the year ended December 31 201 3 was $90 thousand Stock-based compensation expense for restricted stock during the year ended December 31 201 4 was $1 29 thousand Unrecognized compensation expense for non-vested restricted stock awards was $139 thousand and is expected to be recognized over a weighted average period of 34 months

X Related Party Transactions

The Bank has entered into transactions with certain directors executive officers significant stockholders and their affiliates or associshyates (related parties) Such transactions were made in the ordinary course of business on substantially the same terms and conditions including interest rate and collateral as those prevailing at the same tirne for comparable transactions with other customers and did not in the opinion of management involve more than normal credit risk or present other unfavorable features

Annual loan activity consisted of the following (Dollars in thousands

20 1 4 2013

Beginning balance $ 1 1 29 $ 1 1 63 New Joansadvances 1 94 46 Repayments (245) (80) Ending balance $ 1 078 $ 1 1 29

Deposits from related parties held by the Bank at December 31 201 4 and 201 3 amounted to $32 million and $37 million respectively

middot middot

XI Commitments and Contingencies

In the normal course of business the Bank makes various commitments and incurs certain contingent liabilities that are not reflected in the accompanying consolidated financial statements The credit risk associated with loan commitments and standby letters of credit is essentially the same as that involved with extending Joans to customers and is subject to the Banks credit policies Collateral or other security is normally not obtained for these financial instruments prior to their use and many of the commitments are expected to expire without being used

The following commitments existed at December 31 (Dollars in thousands

20 1 4 2013

Commitments to extend credit Fixed $ 33441 $ 26551 Variable 25597 24400

Standby letters of credit $ 483 $ 21 1

Notes to Consolidated Financial Statements

XII Reg u l atory M atters

The Bank is required to maintain average reserve balances with the Federal Reserve Bank based upon deposit levels and other facshytors The amount of those reserve balances for the years ended December Si 20i 4 and 20i 3 was approximately $i 00 thousand

Dividends are paid by the Corporation from its funds which are mainly provided by dividends from the Bank However national banking regulations and capital guidelines limit the amount of dividends that may be paid by banks

Banks and bank holding companies are subject to regulatory capital requirements administered by federal banking agencies Capital adequacy guidelines and additionally for banks prompt corrective action regulations involve quantitative measures of assets liabilities and certain off-balance-sheet items calculated under regulatory accounting practices Capital amounts and classificashytions are also subject to qualitative judgements by regulators Failure to meet capital requirements can initiate regulatory action Prompt corrective action provisions are not applicable to bank holding companies Furthermore the Banks regulators could require adjustments to regulatory capital not reflected in the financial statements

Prompt corrective action regulations provide five classifications well capitalized adequately capitalized undercapitalized significantly undercapitalized and critically undercapitalized although these terms are not used to represent overall financial condition If undershycapitalized capital distributions are limited as is asset growth and expansion and capital restoration plans are required

At December 3i 20i 4 the most recent notification from the Banks and Corporations regulator categorized the Bank as well capitalshyized under the regulatory framework for prompt corrective action To be categorized as well capitalized an institution must maintain minimum total risk-based Tier i risk-based and Tier i leverage ratios as set forth in the following tables There are no conditions or events since the notification that management believes have changed the Banks category The Banks and the consolidated Corporations actual capital amounts and ratios at December Si are presented in the table

Actual and required capital amounts and ratios are presented below at year-end (Dollars in thousands)

Minimum Minimum To Be For Capital Well-Capitalized

Actual Adequacy Purposes Under Bank Regulatory Capital Requirements

Amount Ratio Amount Ratio Amount Ratio 20 1 4 Total capital to risk weighted assets

Consolidated $ 56026 i 249 $ 35885 800 NIA NIA Bank 58957 i S i5 S5867 800 $ 448S4 i 000

Tier i (core) capital to risk weighted assets Consolidated 52i 2i i i 62 i 7942 400 NIA NIA Bank 55052 i 228 i 79S2 400 26898 600

Tier i (core) capital to average assets Consolidated 52 1 21 809 25768 400 NIA NIA Bank 55052 855 25908 400 S2i 94 500

20i3 Total capital to risk weighted assets

Consolidated $ 54577 i 289 $ S5995 800 NIA NIA Bank 56952 1S53 SS675 800 $ 42093 1 000

Tier 1 (core) capital to risk weighted assets Consolidated 5i S37 1 2 1 3 1 5931 400 NIA NIA Bank 5371 2 1 276 i 6838 400 25256 600

Tier 1 (core) capital to average assets Consolidated 5i 3S7 804 25306 400 NIA NIA Bank 537i 2 842 25675 400 31 895 500

Notes to Consolidated Financial Statements

XII I Earnings Per Share

The factors used in the earnings per share computation are as follows (Dollars in thousands except per share data)

20 1 4 2013 2012

Income Weighted- Per Share Income Weighted- Per Share Income Weighted- Per Share Average Amount Average Amount Average Amount Shares Shares Shares

Basic earnings per share Net income $ 1 050 1 048g23 $ 1 00 $ 976 1 043765 $ 94 $ 3622 1 352929 $ 268 Effect of assumed exercise

of stock options and restricted stock awards 1 831 9786 NIA

Diluted earnings per share Net income $ 1 050 1 050754 $ 1 00 $ 976 1 053551 $ 93 $ 3622 1 352g2g $ 268

Options to purchase 68500 68500 and 88998 shares of common stock were outstanding at December 31 201 4 201 3 and 201 2 but were not included in the computation of diluted EPS because the options exercise price was greater than the average market price of the common shares for each period

Notes to Consolidated Financial Statements

XIV Fair Val u e Measurements

ASC Topic 820 Fair Value Measurements defines fair value as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market parshyticipants at the measurement date Topic 820 also specifies a fair value hierarchy which requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value The standard describes three levels of inputs that may be used to measure fair value

Level i Quoted prices in active markets for identical assets Level 2 Observable inputs other than Level i prices such

as quoted prices for similar assets quoted prices in markets that are not active or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities

Level 3 Unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets

Following is a description of the valuation methodologies and inputs used for assets and liabilities measured at fair value on a recurring basis and recognized in the accompanying balance sheets as well as the general classification of such assets and liabilities pursuant to the valuation hierarchy

Securities Available for Sale

Securities classified as available for sale are reported at fairvalue utilizing Level 2 inputs Except for equity securities unadjusted quoted prices in active markets for identical assets are utilized to determine fair value at the measurement date which are conshysidered Level i inputs For all other securities the Corporation obtains fair value measurements from an independent pricing sershyvice The fair value measurements consider observable data that may include dealer quotes market spreads cash flows the US Treasuryyield curve live trading levels trade execution data market consensus prepayment speeds credit information and the bonds terms and conditions among other things

Certain financial assets and financial liabilities are measured at fair value on a nonrecurring basis that is the instruments are not measured at fair value on an ongoing basis but are subject to fair value adjustments in certain circumstances (for example when there is evidence of impairment) At December 3i 20i 3 other real estate owned measured at fair value was $7 5 million using a combination of observable inputs including recent appraisshyals and unobservable inputs based on customized discounting criteria Due to the significance of the unobservable inputs all other real estate owned fair values have been classified as Level 3 Rnancial assets and financial liabilities excluding impaired Joans measured at fair value on a nonrecurring basis were not significant at December 31 201 4 and 2013

The following tables summarize financial assets measured at fair value at December 31 segregated by the level of the valuation inputs within the fair value hierarchy utilized to measure fair value (Dollars in thousands)

Level 1 Level 2 Level 3 Total 20 1 4 Inputs Inputs Inputs Fair Value Recurring

$ Equity securities $ 456 $ $ 456 Securities available for sale $ $ i 27768 $ $ 1 27768

Nonrecurring $ Impaired Joans $ $ 1 069 $ 1 069

other real estate owned $ $ $ 3375 $ 3375

201 3 Recurring

$ $ Equity securities $ 2405 $ 2405 Securities available for sale $ $ i 4706i $ $ 1 4706i

Nonrecurring $ Impaired loans $ $ 91 6 $ 9 1 6

Other real estate owned $ $ $ 832 $ 832

Notes to Consolidated Financial Statements

XI Fair Value of Financial Instruments

The canying amount and fair value of the Corporations other financial instruments at December 31 are set forth below (Dollars in thousands)

Financial assets Cash and cash equivalents Restricted stock -Loans held for sale Loans net Accrued interest receivable

Financial liabilities Deposits Other borrowings Accrued interest payable

Commitments to orginate loans

Letters of credit

Lines of credit

Forward sale commitments

Carrying Amount

$ 2671 5 1 647 2432

405059 3369

$ 548940 3600

52

2014 201 3

Fair Value Carrying Amount

$ 2671 5 $ 36838 1 647 1 494 2432 5902

405027 377172 3369 2820

$ 51 3334 $ 549645 3600 4800

52 66

Fair Value

$ 36838 1 494 5902

377166 2820

$ 502487 4800

66

Notes to Consolidated Financial Statements

XV Fair Val u e of Financial Instrum ents cont

Nonrecurring Measurements Following is a description of the valuation methodologies and inputs used for assets measured at fair value on a nonrecurring basis and recognized in the accompanying balance sheets as well as the general classification of such assets pursuant to the valuation hierarchy For assets classified within Level 3 of the fair value hierarchy the process used to develop the reported fair value is described below

Other Real Estate Owned Other real estate owned (OREO) is carried at fair value Jess estimated cost to sell when the real estate is acquired Estimated fair value of OREO is based on appraisals or evaluations OREO is classified within Level 3 of the fair value hierarchy

Appraisals of OREO are obtained when the real estate is acquired and subsequently as deemed necessary by the Banks manageshyment Appraisals are reviewed for accuracy and consistency by the Bank Appraisers are selected from the list of approved appraisers maintained by management

Collateral-dependent Impaired Loans Net of ALLL The estimated fair value of collateral-dependent impaired Joans is based on the appraised fair value of the collateral Jess estimated cost to sell Collateral-dependent impaired Joans are classified within Level 3 of the fair value hierarchy

The Bank considers the appraisal or evaluation as the starting point for determining fair value and then considers other factors and events in the environment that may affect the fair value Appraisals of the collateral underlying collateral-dependent Joans are obtained when the loan is determined to be collateral-dependent and subsequently as deemed necessary by the Banks management Appraisals are reviewed for accuracy and consistency by the Bank Appraisers are selected from the list of approved appraisers mainshytained by management The appraised values are reduced by discounts to consider lack of marketability and estimated cost to sell if repayment or satisfaction of the Joan is dependent on the sale of the collateral These discounts and estimates are developed by the credit department by comparison to historical results

Notes to Consolidated Financial Statements

XV Fair Val ue of Financial Instruments cont

Unobservable (Level 3) Inputs The following table presents quantitahve information about unobservable inputs used in recurring and nonrecurring Level s fair value measurements other than goodwill (Dollars in thousands)

Other real estate owned

middot Collateral-dependent impaired loans

Other real estate owned

Collateral-dependent impaired loans

Fair Value at 123 114

$ 3375

$ 1 069

Fair Value at 123113

$ 832

$ 91 6

Sensitivity of Significant U nobservable Inputs The following is a discussion of the sensitivity of significant unobshyservable inputs the interrelationships between those inputs and other unobservable inputs used in recurring fair value measureshyment and of how those inputs might magnify or mitigate the effect of changes in the unobservable inputs on the fair value measurement

The following follows the Fair value table The following methods were used to estimate the fair value of all other financial instruments recognized in the accompanying balshyance sheet at amounts other than fair value

Cash and Cash Equivalents The carrying amount approximates fair value

Loans Held For Sale The carrying amount approximates fair value due to the insigshynificant time between origination and date of sale The carrying amount is the amount funded and accrued interest

Loans

Fair value is estimated by discounting the future cash flows using the market rates at which similar notes would be made to borshyrowers with similar credit ratings and for the same remaining maturities The market rates used are based on current rates the Bank would impose for similar loans and reflect a market parshyticipant assumption about risks associated with nonperformance illiquidity and the structure and term of the loans along with local economic and market conditions

Restricted Stock Fair value is estimated at book value due to restrictions that limit the sale or transfer of such securities

Valuation Unobservable Range Technique Inputs (Weighted

Market comparable Comparability Average)

properties adjustments () Not available

Market comparable Marketability properties discount 1 0 - 1 5 (1 2)

Valuation U nobservable Range Technique Inputs (Weighted

Market comparable Comparability Average)

properties adjustments () Not available

Market comparable Marketability properties discount 1 0 - 1 5 (1 2)

Accrued Interest Receivable and Payable

The carrying amount approximates fair value The carrying amount is determined using the interest rate balance and last payment date

Deposits and Other Borrowings Fair value of term deposits is estimated by discounting the future cash flows using rates of similar deposits with similar maturities The market rates used were obtained from a knowledgeable independent third party and reviewed by the Corporation The rates were the average of current rates offered by local competishytors of the bank subsidiaries

The estimated fair value of demand NOW savings money marshyket deposits and other borrowings is the book value since rates are regularly adjusted to market rates and amounts are payable on demand at the reporting date

Commitments to Originate Loans Forward Sale Commitments Letters of Credit and Lines of Credit The fair value of commitments to originate loans is estimated using the fees currently charged to enter into similar agreements taking into account the remaining terms of the agreements and the present creditworthiness of the counterparties For fixedshyrate loan commitments fair value also considers the difference between current levels of interest rates and the committed rates

The fair value of commitments to sell securities is estimated based on current market prices for securities of similar terms and credit quality

The fair values of letters of credit and lines of credit are based on fees currently charged for similar agreements or on the estimated cost to terminate or otherwise settle the obligations with the counterparties at the reporting date

Notes to Consolidated Financial Statements

XVI Accumul ated Comprehensive Income (Loss)

The components of accumulated other comprehensive income loss) included in stockholders equity are as follows (Dollars in thousands)

Net unrealized gains (Joss) on available for sale securities Tax effect Net-of-tax amount

20 1 4

$ 766 (260)

$ 506

2013

$ (871) 296

$ (575)

Amounts reclassified from accumulated other comprehensive income and the affected line items in the statements of income during the years ended December 31 were as follows

Affected line item in 20 1 4 2013 2012 the statements of

income

Net realized gains of Unrealized gains on securities available for sale $ 368 $ 434 $ 2084 sales of available for-sale

securities

Tax effect (1 26) (i 48) (709) Income taxes Total reclassification out of accumulated other comprehensive income $ 242 $ 286 $ 1 375 Net reclassified

amount

XVII Goodwill and Acquired Intangible Assets

The Corporations goodwill and intangible assets are as follows There was no Impairment of goodwill or intangible assets in 2014 or 2013 (Dollars in thousands)

20 1 4 2013

Goodwill $ 3265 $ 3265 Core deposit intangibles $ 1 805 $ 1 805 Non-compete agreement 375 375 Intangible assets 21 80 2 180 Less accumulated amortization 2 180 2090

Total intangible assets $ $ 90

Aggregate amortization expense for years ended December 31 2014 201 3 and 201 2 was $90 $181 and $1 80 thousand respectively

XVI II Subsequent Events

Management evaluated subsequent events through February 27 201 5 the date the consolidated financial statements were available to be issued Events or transactions occurring after December 31 2014 but prior to February 27 2015 that provided additional evidence about conditions that existed at December 31 2014 have been recognized in the consolidated financial statements for the year ended December 31 2014 Events or transactions that provided evidence about conditions that did not exist at December 31 201 4 but arose before the consolidated financial statements were available to be issued have not been recognized in the consolidated financial statements for the year ended December 31 2014

This information is an Integral part of the accompanying consolidated financial statements

Independent Auditors Report

CPAs amp Advisors

Board of Directors

NI Bancshares Corporation

Sycamore Illinois

We have audited the accompanying consolidated financial statements of NI Bancshares Corporation which comprise

the consolidated balance sheets as of December 3 1 2014 and 2013 and the related consolidated statements of income

comprehensive income (loss) stockholders equity and cash flows for the years ended December 3 1 2014 2013 and 2012 and the related notes to the consolidated financial statements

Managements Responsibility for the Financial Statements

Management is responsible for the preparation and fair presentation of these consolidated financial statements in accordance

with accounting principles generally accepted in the United States of America this includes the design implementation and

maintenance of internal control relevant to the preparation and fair presentation of consolidated financial statements that are

free from material misstatement whether due to fraud or error

Auditors Responsibility

Our responsibility is to express an opinion on these consolidated financial statements based on our audits We conducted our

audits in accordance with auditing standards generally accepted in the United States of America Those standards require that

we plan and perform the audit to obtain reasonable assurance about whether the consolidated financial statements are free from material misstatement

An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the consolidated

financial statements The procedures selected depend on the auditors judgment including the assessment of the risks of material misstatement of the consolidated financial statements whether due to fraud or error In making those risk

assessments the auditor considers internal control relevant to the Corporations preparation and fair presentation of the

consolidated financial statements in order to design audit procedures that are appropriate in the circumstances but not for

the purpose of expressing an opinion on the effectiveness of the Corporations internal control Accordingly we express no

such opinion An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of

significant accounting estimates made by management as well as evaluating the overall presentation of the consolidated

financial statements

We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion

Opinion In our opinion the consolidated financial statements referred to above present fairly in all material respects the financial position of NI Bancshares Corporation as of December 3 1 2014 and 2013 and the results of its operations and cash flows

for the years ended December 3 1 2014 2013 and 2012 in accordance with accounting principles generally accepted in the United States of America

Decatur Illinois February 27 2015

PRESID ENT I CEO Michael A Cullen

BUSI NESS BANKING Charles C Kaiser Senior Vice President - Business Banking

Michael A Hawley Senior Vice President - Senior Commercial Loan Officer

Grant M Goltz Vice President - Commercial Loan Officer

Lucas G Goucher Vice President - Commercial Loan Officer

Nicholas D Lee Vlce President - Commercial Loan Officer

Robert W Mason Vice President - Commercial Loan Officer

Timothy J Meyer Vice President - Commercial Loan Officer

Sheela Prahlad Vice President - Commercial Loan Officer

CREDIT D EPARTMENT

Karen A Kuppler Senior Vice President - Chief Credit Officer

Gerald W Brantner Vice President - Senior Collector

CONSUM ER BANKING RESIDENTIAL LENDING ORIGINATION

Mark R ODell Vice President - Senior Retail Loan Officer

CONS U M ER BANKING Bradley V Brown Senior Vice President - Consumer Banking (Security Officer)

Terrence M Duffy Senior Vice President - Consumer Banking Division Manager

Ishmael M McGhee Vice President - Consumer Banking Division Manager

Frank P Turza Vice President - Consumer Banking Division Manager

Directory of NBamp T

TRUST D EPARTMENT R David Van Buren Senior Vice President - Trust amp Investments

Stephen J Colianni Vice President -Trust Investment Officer

Stephen G Corcoran Vice President - Employee Benefits Manager

Karen J Daleo Vice President - Trust Tax Manager amp Assistant Secretary

James J Dombek Vice President - Personal Trust Manager amp Secretary

Kathryn J Johnson Vice President -Trust Administrator

Thomas M Sullivan Vice President - Trust Administrator

Carolyn S Swafford Vice President - Trust Administrator

FAR M SERVIC E DEPARTM ENT Scott R Pumroy Vice President - Farm Service Department Manager

OPERATIONS D EPARTMENT

Michelle R Carlson Vice President - Operations

Hien Van Do Vice President - Core Banking Systems Administrator

ACCOUNTING DEPARTM ENT David N McCoy Senior Vice President - Chief Financial Officer

BRAND amp MARKETING Tami J Armstrong Vice President - Brand amp Marketing

H U MAN RESOU RCES Samantha J Dailey Vice President - Human Resources

AUDITING DEPARTMENT Sarah M Taylor Vice President - Internal Audit

EXHIBIT 2A

NI BANCSHARES CORPORATIONS ORGANIZATIONAL CHART

NI BANCSHARES CORPORATIO N

230 W STATE ST SYCAMORE IL 601 78

State of Incorporation = Delaware

1 00

THE NATIONAL BAN K amp TRUST COMPANY OF SYCAMORE

230 W STATE ST SYCAMOR_E IL 601 78

hsults A list of branches for your depostorv nstftution NATIONAL BANK amp TRUST COMPANY OF SYCAMOftE THE (ID_RSSO 534345)

This depository fnstltutlon fs held by NI BANCSHARES CORPORATION (1827893) of SYCAMORE IL

The data are as of 12312014 Data reflects Information that was received and procMsed through 01072JJ1S

Reconciliation and YerfCtton Steps

1 In the Data Action column of each brmch row enter one or more of the actions specifild hilow 2 If required enter the date In the Effective te column

Actions

OK If the branch Information Is COfTect enter OK in the Data Action column

Chan1e If the branch Information Is incorrlCt or Incomplete revrse the data enter Change In the Data Action column and the date when this lnformaUon first beame valid Jn the Etfedive Oatbull column

Cose If a branch llsted was sold or closed enter dose In the Data Action column and thl ule or closure date In the Effective Date column Delete If a branch listed was never owned by th(s depository Institution enter Delltl In thl Oatbull Action column

Add lfa reportable branch Is missing Insert a row add the branch data and enter Add in thl Data Action column and the opening or acquisition date In the Effective Date laquo)lumn

If printing this lrst you may need to adjust your page setup in MS Excel Try uslng landscape orientation p1ae scaling andor liegal sl1ed pa pier

Submission Procedure

When you a finiihed send a savied copy to your FRB contact See the det1iled lmtructions on this site for more Information

If vou are ie-malllng this to your FRB contAct put your Institution name dtyand state In thie subjtct line of the e-mail

Note To satisfy the FR YmiddotlO portln1 rirements you must also submit FR Ymiddot10 Oomes-tic Branch Schedules for each bninch with a Ot Attlon of nae Close Deletl or Add

The FR fmiddotlO rieport may be submitted in a hardcopy format or via the FR Y-10 Online application middot httpsylOonlinefederalreservegov

bull FDIC UNINUM Office Number and ID_RSSD columns are for reference only Verification of these values Is not required

- Effecdw Ote Branch Service Type Bnnch ID Rssobull Popular Name Street Address City NATIONAL BANK amp TRUST COMPANY Of

OK Fun servlCI (Head Offitt) 53045 SYCAMORE THE 230 WEST STATE STREET SYCAMORE

OK Full Service 3310232 2290 SYCAMORE ROAD OfFICE 2290 SYCAMORE ROAD DEKALB

OK Full lce 3735255 BANCO NBampT BRANCH 1029 PLEASANT STREET DEKALB

OK Fullservice 354132 NSampT SQUARE BRANCH 130 WEST LINCOLN HIGHWAY DEKAlB

OK Full Service 3735246 ELBURN BRANCH 930 NORTH MAJN STREET ELBURN

OK Full Service 3310241 GENOA BRANCH 601 PEARSON DRIVE GfNOA

OK Full service 2192507 200 NORTH MAIN STREET OfFICE 200 NORTH MAIN STREET UtANO

OK full Service 4394873 SANDWlCH BRANCH 321 E OIURCH STREET SANDWlCH

OK Fullice 2D8577S SERENA BRANCH US HIGHWAY 52 SOMONAUK ROAD SERENA

OK Full Service 2431457 1425 DEKAl8 AVENUE BRANCH 1425 DEKALB AVENUE SYCAMORE

St1te

IL

IL

IL

IL

IL

IL

IL

IL

IL

IL

Zip Code Countv

60178 DEKALB

60US DEKALB

60115 DEKALB

60U5 DEKALB

60119 KANE

60135 DEKALB

60531 IASAllE

60548 DEKALB

60549 LA SAUE

60178 DEKALB

Country FDIC UNINUMbull Office Numberbull Hbullad Office Head Office ID_RSSD Comments

NATIONAL BANK amp TRUST COMPANY Of

UNITED STATES 6414 0 SYCAMORE THE 534345 NATIONAL BANK amp TRUST COMPANY OF

UNITED STATES 221714 2 SYCAMORE THE 534345 NATIONAL BANK amp TRUST COMPANY Of

UNITpound0 STATES 475977 9 SYCAMORE THE 534345

NATIONAL BANK amp TRUST COMPANY OF

UNITED STATES 10484 5 SYCAMORE THE 534345 NATIONAL BANK amp TRUST COMPANY OF

UNITED SfATES 475976 8 SYCAMORE THE 534345

NATIONAL BANK amp TRUST COMPANY OF

UNITED STATES 424666 4 SYCAMORE THE 534345 NATIONAL BANK amp TRUST COMPANY OF

UNITED STATES 237859 7 SYCAMOftE THE 534345 NATIONAL BANK amp TRUST COMPANY Of

UNITED STAttS 530108 10 SYCAMORE THE 534345 NATIONAL BANK amp TRUST COMPANY Of

UNITED STATES 2318S8 6 SYCAMORE THE 534345 NATIONAL BANK amp TRUST COMPANY OF

UN ITED STATES 264332 1 SYCAMORE THE 534345

Re ort Item 3 Securities Holders

FR Y-6

NI Bancshares Corporation

Sycamore IL

Fiscal Year Ending December 3 1 201 4

Current Securities Holders with ownership control or holdings of 5 or more with power to vote as-of fiscal year end

Securities Holders not listed in 3(1 )(a) through (3)(1 )(c) that had

ownership control or holdings of 5 or more with power to vote

during the fiscal year

(1 )(a)

Name amp Address (City

State Country)

James W Dutton

Tulsa OK USA

Jane Danielson

Freeport ME USA

Anne Pick

St Paul MN USA

(1 )(b)

Country of

Citizenship or

Incorporation

USA

USA

USA

(1 )(c) Number and

Percentage of Each

Class of Voting

Securities

62324 shares 594

84563 shares 806

88480 shares 843

(2)(a) (2)(b)

Country of

Name amp Address Citizenship or

(City State Country) Incorporation

(2)(c) Number and

Percentage of Each

Class of Voting

Securities

FA Y--6

NI Bancshares Corporation Sycamore ll

Ascal Year Ending December 311 2014

(1) (2) (3)(bull) (3)(b) (3)(o) (4)(bull) (4)(b) (4)(o) Percentage of List names of other companies

Percentage of Voting Securities Includeamp partnerships) If 25 or more Voting Securities ln Subsidiaries of voting securftles are held (list

Names amp Address Principal Occupation II other than Title amp Position with Title amp Position with Subsidiaries Title amp Position with Other Businesses Jn Holding (Include names names ol companies and percentage of

(City State Country) with Holding Company Holding Company (Include names of subsidiaries) (Include names ol other businesses) Company of subsidiaries) voting securltles held)

Michael A Cullen NIA Director President amp CEO Director President amp CEO NIA 018 None NIA Sycamore IL USA The National Bank amp Trust

Company of Sycamore

Richard N Anderson President - Anderson Director Director President 159 None Anderson Funeral Home Ltd (100) DeKalb JL USA Funeral Home Ltd The Natrona[ Bank amp Trust Anderson Funeral Home Ltd

Company of Sycamore

John H Boles NIA Director Retired Trust Officer NIA 149 None NIA Sycamore IL USA The National Bank amp Trust

Company of Sycamore

Evelina J Cichy Retired Vice President of Instruction Director Director NA 015 None NIA DeKalb IL USA Klshwaukee College The Natrona Bank amp Trust

Company of Sycamore

James W Dutton CFO Macrosolva lnc Chairman of the Board Chairman of the Board CFO Macrosolve lnc 594 None NIA Tulsa OK USA The Natonal Bank amp Trust

Company of Sycamore

Robert B Johnson Partner - Johnson Farms Director Director Partner 063 None Johnson Farms (40) DeKalb IL USA The National Bank amp Trust Johnson Farms

Company of Sycamore

Robert C Johnson NIA Director Director NIA 034 None NIA DeKalb IL USA The National Bank amp Trust

Company of Sycamore

Kevin P Poorten President amp CEO - Kish Health Syse Director Director NA 005 None NIA DeKalb IL USA The National Bank amp Trust

Company of Sycamore

Douglas C Roberts Private Investor Director Director PresidentmiddotZea mays Holdings LLC 382 None Zea mays Holdngs LLC (100) Sycamore IL USA The National Bank amp Trust

Company of Sycamore

Tmothy P Suter President amp CEO - Suter Company Director Director NA 002 None NIA Sycamore IL USA The Natlonal Bank amp Trust

Company of Sycamore

Report lem 4 Insiders -PAGE 2 of 2

Tami Armstrong NIA NIA VP Brand amp Marketng NIA 0005 None NIA Sycamore IL USA The Natonal Bank amp Trust

Company of Sycamore

Bradley V Brown NIA NIA SVP Consumer Banking NIA 0004 None NIA DeKalb IL USA The Natlonal Bank amp Trust

Company of Sy9amore

Michelle Carlson NIA NIA VP Operallons NIA 0004 None NIA SuQar Grove IL USA The National Bank amp Trust

Company of Sycamore

Sa_111antha J Dalley NIA NIA VP Human Resources NIA 0003 None NIA Sycamore IL USA The National Bank amp Trust

Company of Sycamore

James Dombek NIA NIA VP Personal Trust Manager NIA 0002 None NIA Sycamore IL USA The National Bank amp Trust

Company of Sycamore

Michael Hawley Geneva IL USA NIA NIA Sr VP Sr Commercial Loan Officer NIA 0005 None NIA

The Natfonal Bank amp Trust Company of Sycamore

Charles C Kaiser NIA NIA Sr VP Senior Lending Officer NIA 0007 None NIA Sycamore IL USA The National Bank amp Trust

Company of Sycamore

Karen Kupper NIA NIA SVP Chief Credit Offcer NIA 0003 None NIA Hinkley IL USA The Natonal Bank amp Trust

Company of Sycamore

Davld N McCoy NIA Treasurer SVP Chief Flnanclitl Officer NIA 0006 None NIA South Elgin IL USA The Natlonal Bank amp Trust

Company of Sycamore

Mark ODell NIA NIA VP Sr Residentlal loan Officer NIA 0000 None NIA Aurora IL USA The National Bank amp Trust

Company of Sycamore

A David VanBuren NIA NIA SVP Trust amp Investments NIA 0005 None NIA Sycamore IL USA The National Bank amp Trust

Company of Sycamore

  • FR Y-6 Cover Page
  • Report Item 1 Annual Report to Shareholders
  • Report Item 2a Organization Chart
  • Report Item 2b Domestic Branch Listing
  • Report Item 3 Securities Holders
  • Report Item 4 Insiders
Page 10: Annual Report of Holding Companies-FR Y-6/media/others/banking/...consistent and deliberate in implementing our strategic initiatives. In addition to our loan growth, our trust assets

Interest income

Loans Securities taxable Securities tax-exempt Interest bearing deposits

in other financial institutions

Total interest income

Interest expense

Deposits

Other borrowings

Total interest expense

Net interest income

Provision for loan losses

Net iQterest income after provision for loan losses

Noninterest income

Trust fees Income from mortgage banking Service charges on deposit accounts Realized securities gains net Other income

Total noninterest income

Noninterest expense

Salaries and employee benefits Occupancy expense FDIC Insurance Other real estate owned Other expense

Total noninterest expense

Income before income taxes

Provision for income taxes r---

------------middot-middot------ ------ _Net incdeg=-

- __ _ _ ___ _ _ ___ _ _ ___ _ _ _ ____ _ Basic earnings per share Diluted earnings per share

(Dollars in thousands) See accompanying notes to consolidated financial statements

2014

$ i S371 1 491

775

1 04

20741

21 1 4

1 50

2264

1 8477

1 350

1 7 1 27

4748 1 078 2095

368 1 308

9597

1 3283 3252

524 1 582 6943

25584

1 1 40 90

$ _ 10_50

$ 1 00 $ 1 00

Consolidated Statements of Income Years ended December 31

2013 201 2

$ 1 7 599 $ 1 8233 1 354 2038

764 767

205 251

1 9922 21 289

2882 3493

1 92 34

3074 3527

1 6848 1 7762

2243 1 771

1 4605 1 5991

4662 5025 21 57 2403 1 997 1 754

434 2084 1 1 93 945

1 0443 1 2211

1 2789 1 2787 3049 281 4

5 17 668 1 430 640 5915 5778

23700 22687

1 348 551 5 372 1 893

$ 976 $ 3622

$ 94 $ 268 $ 93 $ 268

Consolidated Statements of Comprehensive Income (Loss) At December 31

Net income

Other comprehensive income (loss)

Unrealized appreciation depreciation) on available for sale securities net of taxes of $682 $(1 1 7 4) and $3 for 201 4 2013 and 201 2 respectively

Less reclassification adjustment for realized gains included in net income net of taxes of $1 26 $1 48 and $709 for 201 4

2014

$ 1050

$ 1 323

201 3 and 201 2 respectively 242

$ 1 081

Comprehensive income (loss) $ 2 131

(Dollars in thousands See accompanying notes to consolidated financial statements

2013

$ 976

$ (2280)

286

$ 2566)

$ (1590

2012

$ 3622

$ 5

middot1 375

$ (1 370)

$ 2252

Common Stock

Balances at December 31 2011 $ 2049

Net income Other comprehensive income (loss) Purchase of 392663 shares of

treasury stock Exercise of 24502 stock options 30 Stock compensation - Directors 2 Stock compensation expense Cash dividends declared

$50 per share

Balances at December 31 2012 2081

Net income Other comprehensive income (loss) Exercise of 667 stock options Stock compensation expense Cash dividends declared

$50 per share Issuance of restricted stock 11

Balances at December 31 2013 2093

Net income Other comprehensive income (loss) Exercise of 1000 stock options Stock compensation expense Cash dividends declared

$50 per share

Balances at December 31 2014 $ 2094

(Dollars in thousands) See accompanying notes to consolidated financial statements

Consolidated Statements of Stockholders Equity Years ended December 31

Additional Accumulated Other Total

Paid In Retained Comprehensive Treasury Stockholders

Capital Earnings Income (Loss) Net Stock Equity

$ 8237 $ 68735 $ 3361 $ (10756) $ 71626

3622 3622 (1370) (1370)

(18062) (18062) 865 895

35 37 113 1 13

(589) (589)

9250 71768 1991 (28818) 56272

976 976 (2566) (2566)

21 22 187 187

(522) (522) (11)

9447 72222 (575) (28818) 54369

1 050 1050 1081 1081

31 32 129 129

(525) (525)

$ 9607 $ 72747 $ 506 $ (28818) $ 56136

Consolidated Statements of Cash Flows Years ended December 3i

Cash flows from operating activities

Net income Adjustments to reconcile net income to net cash from operating activities

Amortization and accretion of securities Amortization of intangibles Realized security gains net Depreciation Loss (gain) on sale of premises and equipment Gain on sales of loans Loss on sale and valuation adjustments

of other real estate owned (Increase) decrease in mortgage loans held for sale Amortization of mortgage servicing rights Deferred tax benefit Stock compensation expense net Provision for loan losses (Increase) decrease in interest receivable and other assets Increase (decrease) in interest payable and other liabilities

Net cash provided by operating activities

Cash flows from investing activities

Redemption of FHLB stock Securities available for sale

Proceeds from sales Proceeds from maturities and calls Purchases

Sale of other real estate owned Increase in loans net Purchases of premises and equipment Proceeds from sale of premises and equipment Purchase of bank-owned life insurance

Net cash used by investing activities

Cash flows from financing activities

Proceeds from (repayment 01) holding company borrowing Net increase (decrease) in deposit activities Cash dividends paid Purchases of treasury stock Exercise of stock options

Net cash provided (used) by financing activities Net change in cash and cash equivalents Cash and cash equivalents at beginning of year Cash and cash equivalents at end of year

Supplemental cash flows information

Interest paid Income taxes paid Transfer from loans to other real estate owned

(Dollars in thousands middotsee accompanying nofes to consolidated financial middotstatements

$

$

$ $ $

2014

i 050

56i 90

(368) i 449

-(990)

i 82i 4i29

408 60

i 29 i 350

948 (i i 39) 9498

-

23322 27735 (28523)

2289 (33269)

(838) 1 70

(8 i 09) (1 7223)

(i 200) (705) (525)

-32

(2398) (i0i 23) 36838 267i 5

2278 74i

4032

2013 2012

$ 976 $ 3622

i 037 i i 76 i 8i i 80

(434) (2084) i 373 i 057

i (3) (2636) (34i 5)

i 029 i 058 2i37 (264)

506 i Oi 2 i 96 (68) i 87 i i 3

2243 i 77i 9i) 4i 9

i 969 i 904 8674 6478

847

21662 38789 38844 37290 (72497) (79835)

875 i 772 (57900) (1627 4)

(i i 22) (5942) 25 526

(70i i 3) (22827)

(i 200) 6000 22639 1 i 049

(522) (589) (i 8062)

22 932 20939 (670) (40500) (i 70i 9) 77338 94357

$ 36838 $ 77338

$ 3i18 $ 3589 $ i i 73 $ 2249 $ 51 67 $ 76i

Notes to Consolidated Financial Statements

f Summary of Significant Accounting Policies

PRINCIPLES OF CONSOLIDATION The consolidated financial statements of NJ Bancshares Corporation (the Corporation) include the accounts of the Corporation and its wholly owned subsidiary The National Bank amp Trust Company of Sycamore (the Bank) Significant intercompany transactions and accounts have been eliminated in consolidation

NATURE OF OPERATIONS The Bank provides a variety of financial services to individuals and businesses in DeKalb LaSalle and Kane Counties through its ten locations Branch offices include two locations in Sycamore three locations in DeKalb and one location in each of the towns of Elburn Genoa Leland Serena and Sandwich The Banks primary deposit products are checking accounts interestshybearing savings accounts certificates of deposit and individual retirement accounts The Banks primary lending products are commercial Joans real estate Joans and consumer Joans The Bank also maintains a trust department and originates residential mortgage Joans for sale in the secondary market The Bank is nationally chartered Deposits up to $250000 are insured by the Federal Deposit Insurance Corporation The Bank is subject to the regulations and supervision of the Office of the Comptroller of the Currency The Corporation is subject to the regulations and supervision of the Feder-al Reserve Bank

USE OF ESTIMATES The preparation of financial statements in conformity with accounting principles generally accepted in the United States (GAAP) requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of income and expense during the reporting period Actual results could differ from those estimates Material estimates that are particularly susceptible to significant change in the near term relate to the valuation of the allowance for Joan losses the valuation of other real estate owned the classification and valuation of securities the determination of fair values of financial instruments the impairment of goodwill and intangibles mortgage servicing rights and the status of contingencies

SIGNIFICANT CONCENTRATIONS OF CREDIT RISK Most of the Corporations activities are with customers located within the Illinois counties of DeKalb LaSalle and Kane Note I l l discusses the types of lending in which the Corporation is engaged The Corporation does not have any significant concentrations to any one industry customer or geographic location

CASH AND CASH EQUIVALENTS For purposes of reporting cash flows cash and cash equivalents include cash on hand amounts due from banks and federal funds sold Generally federal funds are sold and purchased for one-day periods Customer deposit and loan activities are reported on a net basis

At December 3i 20i 4 the Corporations cash accounts exceeded federally insured limits by approximately $1 i 973 thousand

SECURITIES Securities classrfied as available for sale are those debt or equity securities that the Bank intends to hold for an unspecified period of time but not necessarily to maturity Unrealized gains or losses are reported as increases or decreases in a separate component of stockholders equity net of the related deferred tax effect

The amortization of premiums and the accretion of discounts on securities are deducted from and added to interest income Realized gains or losses on sales of securities are determined using the specific-identification method Securities are written down to fair value when a decline in fair value is not temporary

Declines in the fair value of securities below their cost that are other than temporary are reftected as realized losses In estimating other-than-temporary losses management considers (i) the length of time and extent that the fair value has been Jess than cost (2) the financial condition and near term prospects of the issuer and (3) the intent of the Corporation to not sell the security or whether it is more likely than not that the Corporation will be required to sell the security before its anticipated recovery

During 201 4 201 3 and 201 2 the bank initiated a strategy to sell certain held for sale investment securities and subsequently reinvest the proceeds of those into similar held for sale investment securities The strategy included extending the weighted average maturity of a portion of the portfolio for interest rate risk purposes and accelerated the recognition of income from the portion that was sold As a result there was a gain of the sale of those securities of $368 $434 and $2084 thousand gross before taxes respectively

RESTRICTED STOCK The Bank as a member of the Federal Home Loan Bank of Chicago (FHLB) is required to maintain an investment in the capital stock of the Federal Home Loan Bank T he Bank also maintains an investment in the capital stock of the Federal Reserve Bank (FRB) For financial reporting purposes such stock is carried at cost which approximates fair value based on the redemption provisions of each institution

LOANS HELD FOR SALE Real estate loans originated and intended for sale in the secondary market are carried at the lower of cost or fair value in the aggregate as determined by outstanding commitments from investors Net unrealized losses if any are recorded as a valuation allowance and charged to earnings

Mortgage loans held for sale are generally sold with servicing rights retained The carrying value of mortgage loans sold is reduced by the cost allocated to the servicing right Gains or losses on sales of mortgage loans are based on the difference between the selling price and the carrying value of the related loan sold

Notes to Consolidated Financial Statements

SERVICING RIGHTS Servicing rights are recognized as assets for the allocated value of retained servicing rights on sold loans Servicing rights are expensed in proportion to and over the period of estimated net servicing revenues Impairment is evaluated based on the fair value of the rights using groupings of underlying loans as to loan term rate and then as to loan type Fair value is based upon discounted cash flows using market based assumptions Any impairment is reported as a valuation allowance to the extent that fair value is Jess than the capitalized amount

LOANS Loans are stated at the amount of unpaid principal net of unearned income and the allowance for loan losses Interest on loans is accrued daily and is computed on the principal balance outstanding

Loan origination fees net of certain direct organization costs are deferred and recognized as an adjustment of the yield of the related loans

In general interest income on mortgage and commercial loans is discontinued at the time the loan is 90 days delinquent unless the loan is well secured and in process of collection Consumer loans are typically charged off no later than 180 days past due In all cases loans are placed on non-accrual or charged-off at an earlier date if collection of principal or interest is considered doubtful

All interest accrued but not received for the loans placed on nonshyaccrual are reversed against interest income Interest received on such loans is accounted for on the cash basis or cost-recovery method until qualifying for return to accrual Loans are returned to accrual status when all the principal and interest amounts contractually due are brought current and future payments are reasonably assured

ALLOWANCE FOR LOAN LOSSES The allowance for loan losses is maintained at a level considered adequate to provide for probable incurred loan losses Allowances for impaired loans are generally determined based on collateral values or the present value of estimated cash flows discounted at the loans effective interest rate The allowance is increased by provisions charged to operating expense and reduced by net charge-offs Loans are charged off to the allowance for loan losses when and to the extent that they are deemed uncollectible by management Management makes continuous credit reviews of the loan portfolio and considers current economic conditions historical loan loss experience and other factors in determining the adequacy of the allowance

Allocations of the allowance may be made for specific loans but the entire allowance is available for any loan that in managements judQrnent should be charged off

The allowance consists of specific and general components The specific component relates to loans that are individually classified as impaired or loans otherwise classified as substandard or doubtful The general component covers non-classified loans and is based on historical loss experience adjusted for current factors

A loan is impaired when full payment under the Joan terms is not expected Commercial and commercial real estate loans are individually evaluated for impairment If a Joan is impaired a portion of the allowance is allocated so that the loan is reported net at the present value of estimated future cash flows using the loans existing rate or at the fair value of collateral if repayment is expected solely from the collateral Large groups of smaller balance homogeneous loans such as consumer and residential real estate loans are collectively evaluated for impairment and accordingly they are not separately identified for impairment disclosures

LAND PREMISES AND EQUIPMENT Land is stated at historical cost Premises and equipment are stated at cost less accumulated depreciation Depreciation is computed principally on the straight-line method over the estimated useful lives of the assets These assets are reviewed for impairment when events indicate the carrying amount may not be recoverable

OTHER REAL ESTATE OWNED Real properties acquired through or in lieu of loan foreclosure are to be sold and are initially recorded at fair value less the cost to sell at the date of the foreclosure establishing the new cost basis After foreclosure valuations are periodically performed by management and the real estate is carried at the lower of carrying amount or fair value less the estimated cost to sell Revenue and expenses from the operations changes in the valuation of the property and gain or loss on the disposition of the property are included in other expenses or other income as incurred

EARNINGS PER SHARE Basic earnings per share is calculated based on weightedshyaverage common shares outstanding Diluted earnings per share includes the dilutive effect of additional potential common shares issuable under stock options and restricted stock awards

GOODWILL AND INTANGIBLE ASSETS Goodwill results from business acquisitions and represents the excess of the purchase price over the fair value of acquired tangible assets and liabilities and identifiable intangible assets Goodwill and indefinite-lived intangibles are evaluated annually for impairment or more frequently if impairment indicators are present A qualitative assessment is performed to determine whether the existence of events or circumstances leads to a determination that it is more likely than not the fair value of the reporting unit or indefinite-lived intangible asset is Jess than its carrying amount If based on the evaluation it is determined to be more likely than not that the fair valued is less than the carrying value then the goodwill or indefinite-Jived intangible is tested further for impairment If the implied fair value of goodwill or the fair value of the indefinite-lived intangible is lower than their carrying amounts an impairment loss is recognized in an amount equal to the difference Subsequent increases in goodwill value

- are not recognized in the financial statements

Intangible assets consist of core deposits arising from a whole bank acquisition They are initially measured at fair value and then are amortized over their estimated useful lives These assets are reviewed for impairment when events indicate the carrying amount may not be recoverable

Notes to Consolidated Financial Statements

LOAN COMMITMENTS AND RELATED FINANCIAL INSTRUMENTS Financial instruments include off-balance sheet credit instruments such as commitments to make loans and commercial letters of credit issued to meet customer financing needs The face amount for these items represents the exposure to loss before considering customer collateral or ability to repay Such financial instruments are recorded when they are funded

IMPAIRMENT OF LONG-LIVED ASSETS The Corporation reviews long-lived assets for impairment whenever events or changes in circumstances indicate the carrying amount of an asset may not be recoverable Recoverability of assets to be held and used is measured by a comparison of the carrying amount of an asset to future undiscounted net cash flows expected to be generated by the asset If such assets are considered to be impaired the impairment to be recognized is measured by the amount by which the carrying amount of the assets exceeds the fair value of the assets Assets to be disposed of are reported at the lower of carrying amount or fair value less costs to sell

TRANSFERS OF FINANCIAL ASSETS Transfers of financial assets are accounted for as sales when control over the assets has been surrendered Control over transferred assets is deemed to be surrendered when (1 ) the assets have been isolated from the Corporation (2) the lransferee obtains the right (free of conditions that constrain it from taking advantage of that right) to pledge or exchange the transferred assets and (3) the Corporation does not maintain effective control over the transferred assets through an agreement to repurchase them before their maturity

TRUST ASSETS AND FEES Assets of the Trust Department are not included in these consolidated financial statements because they are not assets of the Corporation or the Bank Fee income generated from trust services is primarily recorded on the accrual method

INCOME TAXES Deferred income taxes are provided on temporary differences between financial statement and income tax reporting Temporary differences are differences between the amounts of assets and liabilities reported for financial statement purposes and their tax bases

Deferred tax assets are recognized for temporary differences that will be deductible in future years tax returns and for operating loss and tax credit carryforwards Deferred tax assets are recognized only if it is more likely than not that the tax position will be realized or sustained upon examination by the relevant taxing authority A tax position that meets the more-likely-thanshynot recognition threshold is initially and subsequently measured as the largest amount of tax benefit that has a greater than 50 percent likelihood of being realized upon settlement with a taxing authority that has full knowledge of all relevant information

Deferred tax assets are reduced by a valuation allowance if it is deemed more likely than not that some or all of the deferred tax assets will not be realized Deferred tax liabilities are recognized for temporary differences that will be taxable in future years

COMPREHENSIVE INCOME (LOSS) Comprehensive income (loss) consists of net income (loss) and other comprehensive income (loss) Other comprehensive income (loss) includes unrealized gains and losses on securities available for sale net of taxes These unrealized gains and losses net of taxes are also recognized as separate components of equity

LOSS CONTINGENCIES Loss contingencies including claims and legal actions arising in the ordinary course of business are recorded as liabilities when the likelihood of loss is probable and an amount or range of loss can be reasonably estimated Management does not believe there are matters that will have a material effect to the Corporation the Bank or the Banks Trust Department or on the fiancial statements of the Corporation

STOCK COMPENSATION PLANS Compensation cost is measured using the fair value of an award on the grant dates and is recognized over the service period which is usually the vesting period Compensation cost related to the non-vested portion of awards outstanding is based on the grant-date fair value of those awards T he Corporation has an incentive stock option plan and restricted stock awards which are described more fully in Note IX

TREASURY STOCK Common stock shares repurchased are recorded at cost Cost of shares retired or reissued is determined using the first-in firstshyout method

During 201 2 the Corporation purchased 392663 treasury shares This was primarily accomplished through two transactions the first involving a negotiated purchase of shares from certain members of the Dutton Family and their affiliates and the second involving a tender offer with our shareholders These treasury shares were all repurchased at $46 per share a discount to the current book value per share Detailed information related to these transactions was provided to stockholders in an Offer to Purchase dated November 1 201 2 The total cost to capital of the Corporation was $1 6940 thousand for these treasury shares

Notes to Consolidated Financial Statements

II Securities

Amortized cost and fair values of securities classified as available for sale with gross unrealized gains and losses at December 31 are summarized as follows (Dollars in thousands)

US Obligations of US Government- States and Political Certificates Equity Total

Treasury Sponsored Entities Subdivisions of Deposit Securities Securities

2014 Amortized cost $ 1 4470 $ 7981 6 $ 31 728 $ 988 $ 456 $ 1 27458 Gross unrealized gains 2 536 694 1 232 Gross unrealized losses (28) (233) (205) (466)

Fair value $ 1 4444 $ 80 1 1 9 $ 32217 $ 988 $ 456 $ 1 28224

2013 Amortized cost $ 1 5007 $ 94907 $ 37030 $ 988 $ 2406 $ 150338 Gross unrealized gains 1 0 1 1 7 854 981 Gross unrealized losses (2) (926) 924) (1 852)

Fair value $ 1 501 5 $ 94098 $ 36960 $ 988 $ 2406 $ 1 49467

The fair values of debt securities classified as available for sale by contractual maturity at December 31 2014 are as follows (Dollars in thousands)

1 year or l ess Over 1-5 years Over 5-10 years Over 1 0 years Total

US Treasury $ 5000 $ 9444 $ $ $ 1 4444

US government-sponsored entities 1 7057 47722 1 5340 80 1 1 9

Obligations of states and political subdivisions 3964 9859 1 8394 3221 7

Certificates of deposit 988 988

Total $ 26021 $ 6801 3 $ 33734 $ $1 27768

Expected maturities may differ from contractual maturities because the borrowers may have the right to call or prepay obligations with or without call or prepayment penalties Other equity securities include mutual funds which have no maturity date Securities with a market value of $1 220 million and $1 21 0 million at December 31 201 4 and 201 3 respectively are pledged to secure public deposits and other purposes as required or permitted by law

middot

Amortized cost gross reaiized gains gross realized losses and saies proceeds from available for sale securities sold matured or called at December 31 are summarized as follows (Dollars in thousands)

2014 2013 2012

Amortized cost $ 50689 $ 60072 $ 73995 Gross realized gains 546 435 2093 Gross realized losses (1 78) (1 ) (9) Proceeds $ 51 057 $ ousuo $ 70UJ

Notes to Consolidated Financial Statements

I I Securities cont

The following tabes present investments gross unrealized losses and fair value at December 31 aggregated by Investment category and length of time that Individual securities have been in a continuous unrealized loss position Dollars In thousands)

Less Than 12 Months 12 Months or More Total Fair Value Unrealized Loss Fair Value Unrealized Loss Fair Value U n realized Loss

2014 US Treasury $ 9444 $ (28) $ $ $ 9444 $ (28) US government-

sponsored entities i 7529 (43) i 5009 (i 90) 32538 (233) Obligations of states and

political subdivisions i 983 (i7) 6475 (i 88) 8458 (205) $ 28956 $ (88) $ 2i 484 $ (378) $ 50440 $ (466)

Less Than 12 Months 12 Months or More Total Fair Value Unrealized Loss Fair Value Unrealized Loss Fair Value Unrealized Loss 2013

US Treasury $ 3994 $ (2) $ $ $ 3994 $ (2)

US government-sponsored entities 7222i (926) 7222i (926)

Obligations of states and political subdivisions i 2042 (597) 3 i30 (327) i 5i 72 (924)

$ 88257 $ (i 525) $ 3i30 $ (327) $ 9i 387 $ (1 852)

At December 3i 20i 4 37 US Treasury US government-sponsored entities and obligations of states and political subdivisions securities have an unrealized loss with aggregate depreciation of less than one-quarter percent of the Corporations amortized cost basis Management views fluctuation in agencies as temporary market fluctuations There were i 9 securities with an unrealized loss for over i 2 months The fair value is expected to recover as the bonds approach maturity The nature and quality of these investments remain adequate and continue to have a Moodys rating of an A or above as required by Bank policy Management views the losses associated with US Treasury US government-sponsored entities and obligations of states and political subdivisions securities to also be temporary market fluctuations

Notes to Consolidated Financial Statements

III Loans

Classes ofoans at December 31 include (Dollars in thousands)

2014 2013

Construction and land development $ 1 4 199 $ 1 9798 Farmland 20488 1 7397 Residential real estate 1 1 5291 1 04873 Nonresidential real estate 1 37499 1 3501 4 Agricultural production 1 2530 1 2968 Commercial 45940 41 273 Loans to individuals 57280 42883 Other 5738 6206

Total Joans and leases $ 408965 $ 38041 2 Allowance for loan losses (3906) (3240)

Total loans and leases net $ 405059 $ 377 1 72

The Bank maintains lending policies and procedures designed to focus lending efforts on the type location and duration of loans most appropriate for its business model and markets The Banks principal lending activity is the origination of residential and commercial real estate loans commercial loans consumer loans and home equity lines of credit The primary lending market is located within the Illinois counties of DeKalb LaSalle and Kane Generally loans are collateralized by assets of the borrower and guaranteed by the principals of the borrowing entity

The Board of Directors reviews and approves the Banks lending policy on an annual basis Quarterly the Board reviews the allowance for loan losses and reports related to loan production loan quality concentrations of credit loan delinquencies and non-performing and potential problem loans

The Bank does not accrue interest on any asset which is maintained on a cash basis because of deterioration in the financial position of the borrower any asset for which payment in full of interest or principal is not expected or any asset upon which principal or interest has been in default for a period of ninety days or more unless it is both well secured and in the process of collection A non-accrual asset may be restored to an accrual status when none of its principal and interest is due and unpaid or when it otherwise becomes well secured and in the process of collection

The Bank periodically performs an independent loan review of outstanding loans through the use of an outside third party The primary objective of the independent loan review function is to ensure the maintenance of a quality loan portfolio and minimize the potential for Joan losses The Joan review engagement is responsible for reviewing a sample of existing loans for compliance with internal policies and procedures In addition to reviewing Joans for compliance the loan review analyzes the appropriateness and timeliness of risk grading and problem loan identification by loan officers

Notes to Consolidated Financial Statements

I l l Loans cont

The Corporation categorizes loans into risk categories based on relevant information about the ability of borrowers to service their debt such as current financial information historical payment experience credit documentation public information and current economic trends among other factors This analysis is performed on an annual basis at a minimum The Corporation uses the following definitions for risk ratings

Internal Risk Categories Loan grades are numbered i through 7 Grades i through 4 are considered pass grades The grade of 5 or Special Mention represents loans of lower quality and is considered criticized The grades of 6 or Substandard and 7 or Doubtful refer to assets that are classified The use and application of these grades by the bank will be uniform and shall conform to the banks policy

Pass (1) loans are of superior quality with excellent credit strength and repayment ability providing a nominal credit risk

Pass (2) loans are of above average credit strength and repayment ability providing only a minimal credit risk

Pass (3) loans of reasonable credit strength and repayment ability providing an average credit risk due to one or more underlying weaknesses

Pass (4) loans of the lowest acceptable credit strength and weakened repayment ability providing a cautionary credit risk due to one or more underlying weaknesses New borrowers are typically not underwrillen witl1in this classification

Special Mention (5) assets have potential weaknesses that deserve managements close attention If left uncorrected these potential weaknesses may result in deterioration of the repayment prospects for the asset or in the institutions credit position at some future date Special mention assets are not adversely classified and do not expose an institution to sufficient risk to warrant adverse classification Ordinarily special mention credits have characteristics which corrective management action would remedy

Substandard (6) loans are inadequately protected by the current sound worth and paying capacity of the obligor or of the collateral pledged if any Loans so classified must have a well-defined weakness or weaknesses that jeopardize the liquidation of the debt They are characterized by the distinct possibility that the Bank will sustain some loss if the deficiencies are not corrected

Doubtful (7) loans classified as doubtful have all the weaknesses inherent in those classified Substandard with the added characteristic that the weaknesses make collection or liquidation in full on the basis of current known facts conditions and values highly questionable and improbable

Risk characteristics applicable to each segment of the loan portfolio are described as follows

Residential 1 -4 Family The residential i -4 family real estate are generally secured by owner-occupied i -4 family residences Repayment of these loans is primarily dependent on the personal income and credit rating of the borrowers Credit risk in these loans can be impacted by economic conditions within the Banks market areas that might impact either property values or a borrowers personal income Risk is mitigated by the fact that the loans are of smaller individual amounts and spread over a large number of borrowers

Non-residential Real Estate Non-residential real estate loans typically involve larger principal amounts and repayment of these loans is generally dependent on the successful operations of the property securing the loan or the business conducted on the property securing the loan These loans are viewed primarily as cash flow loans and secondarily as loans secured by real estate Credit risk in these loans may be impacted by the creditworthiness of a borrower property values and the local economies in the Banks market areas

Construction and Land Development Real Estate Conshystruction and land development real estate loans are usually based upon estimates of costs and estimated value of the completed project and include independent appraisal reviews and a financial analysis of the developers and property owners Sources of repayment of these loans may include permanent loans sales of developed property or an interim loan commitment from the Bank until permanent financing is obtained These loans are considered to be higher risk than other real estate loans due to their ultimate repayment being sensitive to interest rate changes general economic conditions and the availability of long-term financing Credit risk in these loans may be impacted by the creditworthiness of a borrower property values and the local economies in the Banks market areas

Commercial The commercial portfolio includes loans to commercial customers for use in financing working capital needs equipment purchases and expansions The loans in this category are repaid primarily from the cash flow of a borrowers principal business operation Credit risk in these loans is driven by creditworthiness of a borrower and the economic conditions that impact the cash flow stability from business operations

Loans to individuals The consumer loan portfolio consists of various term and line of credit loans such as automobile loans and loans for other personal purposes Repayment for these types of loans will come from a borrowers income sources that are typically independent of the loan purpose Credit risk is driven by consumer economic factors (such as unemployment and general economic conditions in the Banks market area) and the creditworthiness of a borrower

Agricultural Production and Farmland Loans Agricultural production loans are generally comprised of seasonal operating lines to cash grain farmers to plant and harvest corn and soybeans and term loans to fund the purchase of equipment Farmland loans are primarily comprised of loans for the purchase of farmland Specific underwriting standards have been established for agricultural-related loans including the establishment of projections for each operating year base on industry developed estimates of farm input costs an expected commodity yields and prices Operating lines are typically written for one year and secured by the crop Loan-to-value ratios on Joans secured by farmland generally do not exceed 65 and have amortization periods limited to twenty-five years Federal government-assistance lending programs through the Farm Service Agency are used to mitigate the level of credit risk when deemed appropriate

Notes to Consolidated Financial Statements

The following table presents the credit risk profile of the Banks loan portfolio based on internal rating category and payment activity as of December 31 2014 and 2013 (Dollars in thousands)

Non Residential Residential Agricultural Loans-to

Construction Farmland Real Estate Real Estate Production Commercial Individuals Other

20 1 4 Loan Class Pass $ 1 1 274 $ 20488 $ 1 0941 2 $ 1 35059 $ 1 2530 $ 45386 $ 57280 $ 5738 Special mention 1 261 Substandard 2925 5879 1 1 79 554 Doubtful Total $ 1 4 1 99 $ 20488 $ 1 15291 $ 1 37499 $ 1 2530 $ 45940 $ 57280 $ 5738

201 3 Loan Class Pass $ 1 6327 $ 1 6505 $ 98646 $ 1 29428 $ 1 2 1 28 $ 38282 $ 42883 $ 6206 Special mention 892 5667 448 840 2503 Substandard 3471 560 5 138 488 Doubtful Total $ 1 9798 $ 1 7397 $ 1 04873 $ 1 3501 4 $ 1 2968 $ 41 273 $ 42883 $ 6206

The Bank evaluates the loan risk grading system definitions and allowance for loan loss methodology on an ongoing basis No significant changes were made to either during the past year

The accrual of interest on loans is discontinued at the time the loan is 90 days past due unless the credit is well-secured and in process of collection Past due status is based on contractual terms of the loan In all cases loans are placed on non-accrual or charged-off at the earlier date if collection of principal and interest is considered doubtful

All interest accrued but not collected for loans that are placed on non-accrual or charged-off is reversed against interest income The interest on these loans is accounted for on the cash-basis or cost-recovery method until qualifying for return to accrual Loans are returned to accrual status when all principal and interest amounts contractually due are brought current and future payments are reasonably assured

Notes to Consolidated Financial Statements

The following tables present the Corporation s loan portfolio aging analysis at December 31 (Dollars in thousands)

Non Residential Residential Agricultural Loans to

Construction Farmland Real Estate Real Estate Production Commercial Individuals Other Total

201 4 30-89 days past due $ $ $ 1 92 $ $ $ $ 707 $ 23 $ 922 90 days or greater

past due or nonaccrual 1 68 6327 551 92 2 7 140 Total past due and

nonaccrual 360 6327 551 799 25 8062 Current loans 1 4 1 99 20488 1 1 4931 1 31 1 72 1 2530 45389 56481 57 13 400903

Total loans receivable 1 4 1 99 20488 1 1 5291 1 37499 1 2530 45940 57280 5738 408965

Total loans 90 days or greater and accruing $ $ $ $ 571 1 $ $ $ 92 $ 2 $ 5805

2013 30-89 days past due $ $ $ 312 $ 57 $ $ $ 529 $ 28 $ 926 90 days or greater

past due or nonaccrual 770 4791 347 75 5983

Total past due and nonaccrual 1 082 4848 347 604 28 6909

Current loans 1 9798 1 7397 1 03791 1 301 66 1 2968 40926 42279 6 178 373503

Total loans receivable 1 9798 1 7397 1 04873 1 3501 4 1 2968 41273 42883 6206 38041 2

Total loans 90 days or greater and accruing $ $ $ 209 $ 3683 $ $ $ 75 $ $ 3977

A loan is considered impaired in accordance with the impairment accounting guidance (ASC 31 0-1 0-35-1 6) when based on current information and events it is probably the Corporation will be unable to collect all amounts due from the borrower in accordance with the contractual terms of the loan Impaired loans include non-performing commercial loans but also include loans modified in troubled debt restructurings where concessions have been granted to borrowers experiencing financial difficulties These concessions could include a reduction in the interest rate on the loan payment extensions forgiveness of principal forbearance or other actions intended to maximize collection

Included in certain loan categories in the impaired loans are troubled debt restructurings that were classified as impaired At December 31 201 4 and 201 3 the Corporation had $895 and $907 thousand respectively of commercial and non-residential real estate loans $76 and $76 thousand respectively in residential loans and $1 and $5 thousand respectively in consumer loans that were modified in troubled debt restructurings and impaired and that were performing in accordance with their modified terms

When economic concessions have been granted to borrowers who have experienced financial difficulties the loan is considered a troubled debt restructuring These concessions typically result from our loss mitigation activities and could include reductions in the interest rate payment extensions forgiveness of principal forbearance or other actions Troubled debt restructurings are considered impaired at the time of restructuring and typically are returned to accrual status after considering the borrowers sustained repayment performance as agreed for a reasonable period of at least six months or once the granted concessions have ended or are no longer applicable

As of December 31 201 4 and 201 3 the Bank had troubled debt restructurings all modification of payment terms with a recorded balance at original cost of $895 and $907 thousand respectively and consists of four commercial and non-residential real estate loans for both years which are all performing in accordance with the modified terms of the loan All four loans were added as troubled debt restructuring during the fourth quarter of 201 3 There was no difference between pre-modification and post-modification balances As of December 31 201 4 and 2013 the loans totaling $895 and $907 thousand respectively are on non-accrual and considered impaired by the Bank Based on the fair value of the collateral specific reserves required on the loans totaled $108 and $98 thousand as of December 31 201 4 and 2013 respectively During the years ended December 31 201 4 and 2013 there were no defaults of loans that had been modified as a troubled debt restructuring in the 1 2 month period prior to default

Notes to Consolidated Financial Statements I l l Loans cont

The following tables present the impaired loan balances (loans on non-accrual status) at December 31 (Dollars in thousands)

Non Residential Residential

Real Real Agricultural Loans to

Construction Farmland Estate Estate Production Commercial Individuals Other

20 1 4 Loans with out a specific

valuation al lowance Recorded balance $ $ $ 92 $ $ $ 487 $ $ Unpaid principal balance 92 487 Specific allowance Average investment in

impaired loans 278 4 1 99 1 02

Loans with a specific valuation al lowance

Recorded balance $ $ $ 76 $ 61 6 $ 63 Unpaid principal balance 76 61 6 63 Specific allowance 66 1 08 31 Average investment in

impaired loans 369 1 1 48 694

Total loans receivab l e Total Recorded balance $ $ $ 1 68 $ 61 6 $ $ 551 $ $ $ 1 335 Unpaid principal balance $ $ $ 1 68 $ 61 6 $ $ 551 $ $ $ 1 335 Specific allowance $ $ $ 66 $ 1 08 $ $ 31 $ $ $ 205 Average investment in

impaired Joans $ $ $ 648 $ 5346 $ $ 796 $ $ $ 6790

2013 Loans without a specific

valuation al lowance Recorded balance $ $ $ 299 $ 1 098 $ $ $ $ Unpaid principal balance 299 1 098 Specific allowance Average investment in

impaired loans 4037 280 5226 1 7 12

Loans with a specific valuation al lowance

Recorded balance $ $ $ 261 $ $ 347 Unpaid principal balance 261 347 Specific allowance 1 1 2 1 07 Average investment in

impaired loans 306 8201 530

Total loans receiva ble Total

Recorded balance $ $ $ 560 $ 1 098 $ $ 347 $ $ $ 2005 Unpaid principal balance $ $ $ 560 $ 1 098 $ $ 347 $ $ $ 2005 Specific allowance $ $ $ 1 1 2 $ $ $ 1 07 $ $ $ 219 Average investment in

impaired Joans $ 4037 $ $ 586 $1 3427 $ $ 2242 $ $ $ 20292

There was no Interest income recognized on a cash basis or accrual basis for 2014 or 2013 on impaired loans

Notes to Consolidated Financial Statements

Ill Loans cont

The following tables present the balance in the allowance for loan losses and the recorded investment in loans based on portfolio segment and impairment methods at December 31 (Dollars in thousands)

Non Residential Residential Agricultural Loans to Other

Construction Farmland Real Estate Real Estate Production Commercial Individuals Loans Unallocated Total

20 1 4 Allowance for loan losses Balance beginning of year $ 473 $ i 9 $ 700 $ i 32i $ i 4 $ 56i $ i 22 $ 30 $ - $ 3241 Provision charged to

expense (289) 68 762 (27) 2i (96) 699 2 i 2 i 351 Losses charged off (324) (i 79) (7i) (270) (i32) (971 Recoveries 34 49 i 3 i 8 i 55 23 29 Balance end of year $ 2i8 $ 87 $ i i 87 $ i i 28 $ 35 $ 4i 2 $ 706 $ i 33 $ - $ 3901

Ending balance individually evaluated for impairment $ $ $ 66 $ i 08 $ $ 3i $ $ $ - $ 20[

Ending balance collectively evaluated for impairment $ 2i 8 $ 87 $ i i 21 $ 1 020 $ 35 $ 381 $ 706 $ 1 33 $ - $ 370

Loans Ending balance $ 1 4 1 99 $20488 $1 1 5291 $ 1 37499 $ 1 2530 $45940 $ 57280 $ 5738 $ - $ 40896 Ending balance individually

evaluated for impairment $ $ $ i 68 $ 61 6 $ $ 551 $ $ $ - $ 1 33 Ending balance collectively

evaluated for impairment $14 i 99 $20488 $1 1 5 1 23 $ 1 36883 $ 1 2530 $45389 $57280 $ 5738 $ - $ 40763(

2013 Allowance for loan losses Balance beginning of year $ 243 $ 23 $ 848 $ 2040 $ 1 7 $ 456 $ 285 $ 7 $ 52 $ 397 Provision charged to

expense 230 (4) 378 1 077 (3) 630 (1 50) 1 37 (52) 224 Losses charged off (543) (i 830) (538) (203) (1 4 i ) (325t Recoveries 1 7 34 1 3 1 90 27 28

Balance end of year $ 473 $ 1 9 $ 700 $ i 32i $ i 4 $ 56i $ i 22 $ 30 $ - $ 324(

Ending balance individually evaluated for impairment $ $ $ 1 1 2 $ $ $ i 07 $ $ $ - $ 2if

Ending balance collectively evaluated for impairment $ 473 $ i 9 $ 588 $ 1 32i $ i 4 $ 454 $ i 22 $ 30 $ - $ 302middot

Loans Ending balance $i 9798 $1 7397 $i 04873 $ i 35014 $ 1 2968 $41 273 $ 42883 $ 6206 $ - $ 38041 Ending balance individually

evaluated for impairment $ $ $ 560 $ i 098 $ $ 347 $ $ $ - $ 200( Ending balance collectively

evaluated for impairment $i 9798 $ i 7397 $i 0431 3 $ i 339i 6 $ 1 2968 $40926 $42883 $ 6206 $ - $ 37840i

Notes to Consolidated Financial Statements

I I I Loans cont

Managements opinion as to the ultimate collectability of loans is subject to estimates regarding future cash flows from operations and the value of property real and personal pledged as collateral These estimates are affected by changing economic conditions and the economic prospects of borrowers

Allowance for Loan Losses The allowance for loan and lease losses (allowance) represents managements estimate of the reserve necessary to adequately account for probable losses that could ultimately be realized from current loan exposures In determining the adequacy of the allowshyance management relies predominately on a disciplined credit review and approval process The review process is directed by overall lending policy and is intended to identify at the earliest possible stage borrowers who might be facing financial difficulty

Loans for which it is probable that the Bank will not collect all principal and interest due according to the contractual terms are identishyfied as impaired The impairment for each applicable loan is quantified and specific loss exposures are allocated within the allowance Loans that are in non accrual status are generally considered impaired

A detailed analysis is performed on each loan that is not impaired but poses sufficient risk to warrant in-depth review These are loans that have been classified as substandard or are on the Banks internal watch list Due to the elevated risk inherent in these Joans management has determined that it is appropriate to quantify the potential loss within the pool of classified loans by estimating each loans collateral shortfall These collateral shortfall estimates are incorporated in the determination of the adequacy of the allowance

In estimating the risk of loss in the remaining portion of the loan portfolio identified as non-classified management establishes base Joss estimations which are derived from the historical Joss experience over the past three calendar years These base loss estimations are then adjusted after consideration ofnine different qualitative factors

Notes to Consolidated Financial Statements

IV Loan Servicing

Real estate loans serviced for others are not included in the accompanying consolidated balance sheets The risks inherent in mortgage servicing assets relate primarily to changes in prepayments that result from shifts in mortgage interest rates The unpaid principal balances of mortgage loans serviced for others was $3528 million and $3567 million at December 31 201 4 and 201 3 respectively The fair value of mortgage servicing rights at December 31 201 4 and 201 3 was approximately $31 million and $33 million respectively The fair value of servicing rights was determined using discount rates ranging from 950 to 1 000 percent and prepayment speeds principally ranging from 903 to 1 1 20 percent depending on the stratification of the specific right

The Corporation changed its method of amortizing mortgage servicing rights during 201 3 from the straight-line amortization method to a methodology based on anticipated prepayment assumptions Amortization expense for 2013 would have been $1 068 thousand if the straight-line method was used

Custodial escrow balances maintained in connection with the foregoing loan servicing and included in demand deposits were $37 million and $4 1 million at December 31 201 4 and 201 3 respectively

Following is a summary of the mortgage servicing rights capitalized and amortized (Dollars in thousands)

20 1 4 2013 2012

Balance beginning of year $ 2524 $ 21 83 $ 1 876 Mortgage servicing rights capitalized 331 847 1 31 9 Mortgage servicing rights amortized (408) 506) (1 01 2) Recorded balance end of year $ 2447 $ 2524 $ 21 83

Fair value end of year $ 31 38 $ 3273 $ 21 83

Notes to Consolidated Financial Statements

V Land Premises and Equipment

A summary of land premises and equipment by asset classification at December 31 is as follows (Dollars in thousands)

20 1 4 2013

Land $ 7895 $ 7895 Premises 1 7 697 1 8297 Furniture fixtures and equipment 7867 791 7 Vehicles 1 1 0 1 1 0

33569 34219 Accumulated depreciation (1 241 2) (1 2281) Land premises and equipment net $ 21 1 57 $ 21 938

Depreciation expense for the years ended December 31 201 4 201 3 and 201 2 was $1 4 million $1 4 million and $1 i million respectively Leasehold improvements are capitalized and depreciated using the straight-line method over the terms of the respective leases or the estimated useful lives of the improvements whichever is shorter Expected terms include lease option periods to the extent that the exercise of such options is reasonably assured

Pursuant to the terms of noncancelable lease agreements in effect at December 31 2014 pertwning to banking premises and equipment future minimum rent commitments under various operating leases are as follows for years ended December 31 (Dollars in thousands)

2015 2016 2017 201 8 2019 Thereafter Total

$ 303 $ 306 $ 1 91 $ 79 $ 79 $ 298 $ i 257

The leases contain options to extend for periods from five to 50 years The cost of exercising such options is not included above Total rent expense for the years ended December 31 201 4 201 3 and 201 2 amounted to approximately $336 $334 and $426 thousand respectively

Notes to Consolidated Financial Statements

VI Deposits

Time deposits greater than or equal to $100 thousand were $653 million and $723 million at December 31 201 4 and 201 3 respectively Interest expense on these deposits was $08 million $1 1 million and $1 4 million in 201 4 201 3 and 201 2 respectively

At December 31 2014 the scheduled maturities of time deposits are as follows (Dollars in thousands

2015 201 6 201 7 2018 2019 Total

$ 66577 $ 26867 $ 32074 $ 1 4084 $ 1 1 81 0 $ 1 51 41 2

Interest-bearing deposits at December 31 consist of the following (Dollars in thousands)

20 1 4

201 3

NOW and Money Market

$ 229355

$ 225263

Savings

$ 55301

$ 53326

Time $100000 and over

$ 65267

$ 72339

Time Other

$ 86145

$ 93065

Total

$ 436068

$ 443993

The aggregate amount of deposit overdrafts included in loans at December 31 201 4 and 201 3 was $244 and $1 91 thousand respectively

VII Borrowings

The Bank has the ability to borrow from the Federal Home Loan Bank with borrowings collateralized by first mortgage loans mulshytifamily and farmland loans under a blanket lien agreement in the amount of approximately $60 million Based on this collateral and the Banks holdings of FHLB stock the Bank is eligible to borrow up to approximately $38 million at year-end 201 4

During 201 2 and in conjunction with the purchase of 392663 treasury shares of stock the Corporation borrowed $6 million from a correspondent bank pursuant to a newly established line of credit The borrowings bear an interest rate equal to the lenders prime rate with a minimum rate of 325 At December 31 201 4 the rate was 325 and the balance outstanding was $36 million The Corporation was required to make quarterly interest-only payments on this line of credit through December 31 201 3 after which in addition to quarterly interest payments the Corporation must make equal annual principal payments of $1 2 million through December 31 201 7 when the line of credit matures There is no prepayment penalty associated with the borrowing should the Corporation decide to repay the debt prior to maturity

As of December 31 201 4 the Bank was not in compliance with one of the note covenants relating to annual return on assets The note contains certain covenants including financial covenants for the Bank which must be met at all times Should the Corporation or the Bank be found not compliant with them during the term of the note there are remedies the issuing financial institution shall have the right to enforce including that the note could become immediately due and payable The issuing financial institution has approved the noncompliance for the fourth quarter ended December 31 201 4

Notes to Consolidated Financial Statements

VI II I n come Taxes

Income taxes reflected in the consolidated statements of operations consist of the following (Dollars in thousands)

20 1 4 2013 Current payable

Federal $ 30 $ 96 State 80

Deferred tax benefit 60 1 96 Income tax expense $ 90 $ 372

The Corporations income tax expense beneflt) differed from the federal statutory rate of 34 as indicated in the following analysis

(Dollars in thousands)

20 1 4 2013

Tax based on statutory rate $ 388 $ 458 State taxes net of federal tax benefit (1 06) 53 Effect of tax-exempt income (31 0) (276) Other net 1 1 8 1 37 Income tax expense $ 90 $ 372

The Corporation has the following deferred tax assets and liabilities at December 31 (Dollars in thousands)

Deferred tax assets Deferred tax liabilities

Net deferred tax assets

20 1 4

$ 31 07 (2782)

$ 325

2013

$ 2982 (2637)

$ 345

2012

$ 1 234 727 (68)

$ 1 893

2012

$ 1 875 390 (31 4)

(58) $ 1 893

The components of deferred income taxes were principally related to the allowance for loan losses other real estate owned write-downs differences in amortization of core deposit intangible assets depreciation and mortgage servicing rights Deferred tax liabilities related to unrealized losses and gains on securities available for sale are $260 and $296 thousand at December 31 201 4 and 201 3 respectively

The Corporation files income tax returns in the US federal jurisdiction and the State of Illinois The Corporation is no longer subject to US federal or state income tax examination by tax authorities for years before 201 1

Notes to Consolidated Financial Statements

IX Employee Benefits

Substantially all employees are covered by a profit sharing plan The contribution determined in accordance with the provisions of the plan was $i 72 thousand $i 23 thousand and $207 thousand in 20i 4 20i 3 and 20i 2 respectively

Under the Corporations Employee Stock Option Plan the Corporation may grant options to its key employees for up to 1 00000 shares of common stock The exercise price of each option equals the market price of the Corporations stock on the date of grant and the options maximum term is ten years The vesting period is three years from the date of grant GAAP provisions require that compensation cost relating to share-based payment transactions be recognized in the financial statements with measurement based upon the fair value of the equity or liability instruments issued For the year ended December 3i 20i 2 the Corporation recognized $i i 3 thousand in compensation expense for stock options For the year ended December 3i 20i 3 the Corporation recognized $97 thousand in compensation expense for stock options For the year ended December 3i 20i 4 the Corporation recognized no compensation expense for stock options

The activity in the plan is summarized as follows

Outstanding at beginning of year Granted Exercised Forfeitedexpired Outstanding at end of year

Options exercisable at year-end

Non-vested options beginning of year Granted Vested Forfeitedexpired Non-vested options at year end

Shares

85998

(i 000)

84998

84998

20 1 4

Weighted Weighted Average Average

Exercise Price Contractual Term

$ 4762

3200

$ 4748

$ 4748

2 0 1 4

Number of Shares

8333

(8333)

(in years)

35

35

Weighted Average

Grant Date Fair Value

$ 3200

3200

$

2013

Weighted Weighted Shares Average Average

Exercise Price Contractual Term (in years)

88998 $ 4709

(667) 3200 (2333) 3747

85998 $ 4762 48

77665 $ 4929 4i

2013

Weighted

Number of Average

Grant Date Shares Fair Val u e

i 9333 $ 3200

(i 1 000) 3200

8333 $ 3200

The fair value of each option is estimated using Black-Scholes option-pricing model which requires the use of subjective valuation assumptions The expected volatility is based on historical volatility of the Corporations stock price The risk-free interest rates for periods within the contractual life of the awards are based on the US Treasury yield curve in effect at the time of the grant The expected life is based on historical exercise experience The dividend yield assumption is based on the Corporations history and expectation of dividend payouts There were no options granted in 20i 3 or 20i 4

At December Si 20i 4 there was no unrecognized cost related to non-vested stock options granted under the Employee Stock Option Plan

Notes to Consolidated Financial Statements

IX Emp loyee Benefits cont

The following table summarizes restricted stock activity

20 1 4 2013

Weighted Average Weighted Average Number of Grant Date Number of Grant Date

Shares Fair Value Shares Fair Value

Balance beginning of year 8959 $ 4000 $ Granted 8959 4000 Forfeited (888) 4000 Earned and issued (2250) 4000 Balance end of period 5821 $ 4000 8959 $ 4000

The fair value of the restricted stock awards is amortized to compensation expense over the vesting period (forty months) and is based on the market price of the Corporations common stock at the date of grant multiplied by the number of shares granted that are expected to vest At the date of grant the par value of the shares granted was recorded in equity as a credit to common stock and a debit to paid-in capital The weighted-average grant date fair value of restricted stock granted during the year ended December 31 201 4 was $4000 per share or $358 thousand Stock-based compensation expense for restricted stock for the year ended December 31 201 3 was $90 thousand Stock-based compensation expense for restricted stock during the year ended December 31 201 4 was $1 29 thousand Unrecognized compensation expense for non-vested restricted stock awards was $139 thousand and is expected to be recognized over a weighted average period of 34 months

X Related Party Transactions

The Bank has entered into transactions with certain directors executive officers significant stockholders and their affiliates or associshyates (related parties) Such transactions were made in the ordinary course of business on substantially the same terms and conditions including interest rate and collateral as those prevailing at the same tirne for comparable transactions with other customers and did not in the opinion of management involve more than normal credit risk or present other unfavorable features

Annual loan activity consisted of the following (Dollars in thousands

20 1 4 2013

Beginning balance $ 1 1 29 $ 1 1 63 New Joansadvances 1 94 46 Repayments (245) (80) Ending balance $ 1 078 $ 1 1 29

Deposits from related parties held by the Bank at December 31 201 4 and 201 3 amounted to $32 million and $37 million respectively

middot middot

XI Commitments and Contingencies

In the normal course of business the Bank makes various commitments and incurs certain contingent liabilities that are not reflected in the accompanying consolidated financial statements The credit risk associated with loan commitments and standby letters of credit is essentially the same as that involved with extending Joans to customers and is subject to the Banks credit policies Collateral or other security is normally not obtained for these financial instruments prior to their use and many of the commitments are expected to expire without being used

The following commitments existed at December 31 (Dollars in thousands

20 1 4 2013

Commitments to extend credit Fixed $ 33441 $ 26551 Variable 25597 24400

Standby letters of credit $ 483 $ 21 1

Notes to Consolidated Financial Statements

XII Reg u l atory M atters

The Bank is required to maintain average reserve balances with the Federal Reserve Bank based upon deposit levels and other facshytors The amount of those reserve balances for the years ended December Si 20i 4 and 20i 3 was approximately $i 00 thousand

Dividends are paid by the Corporation from its funds which are mainly provided by dividends from the Bank However national banking regulations and capital guidelines limit the amount of dividends that may be paid by banks

Banks and bank holding companies are subject to regulatory capital requirements administered by federal banking agencies Capital adequacy guidelines and additionally for banks prompt corrective action regulations involve quantitative measures of assets liabilities and certain off-balance-sheet items calculated under regulatory accounting practices Capital amounts and classificashytions are also subject to qualitative judgements by regulators Failure to meet capital requirements can initiate regulatory action Prompt corrective action provisions are not applicable to bank holding companies Furthermore the Banks regulators could require adjustments to regulatory capital not reflected in the financial statements

Prompt corrective action regulations provide five classifications well capitalized adequately capitalized undercapitalized significantly undercapitalized and critically undercapitalized although these terms are not used to represent overall financial condition If undershycapitalized capital distributions are limited as is asset growth and expansion and capital restoration plans are required

At December 3i 20i 4 the most recent notification from the Banks and Corporations regulator categorized the Bank as well capitalshyized under the regulatory framework for prompt corrective action To be categorized as well capitalized an institution must maintain minimum total risk-based Tier i risk-based and Tier i leverage ratios as set forth in the following tables There are no conditions or events since the notification that management believes have changed the Banks category The Banks and the consolidated Corporations actual capital amounts and ratios at December Si are presented in the table

Actual and required capital amounts and ratios are presented below at year-end (Dollars in thousands)

Minimum Minimum To Be For Capital Well-Capitalized

Actual Adequacy Purposes Under Bank Regulatory Capital Requirements

Amount Ratio Amount Ratio Amount Ratio 20 1 4 Total capital to risk weighted assets

Consolidated $ 56026 i 249 $ 35885 800 NIA NIA Bank 58957 i S i5 S5867 800 $ 448S4 i 000

Tier i (core) capital to risk weighted assets Consolidated 52i 2i i i 62 i 7942 400 NIA NIA Bank 55052 i 228 i 79S2 400 26898 600

Tier i (core) capital to average assets Consolidated 52 1 21 809 25768 400 NIA NIA Bank 55052 855 25908 400 S2i 94 500

20i3 Total capital to risk weighted assets

Consolidated $ 54577 i 289 $ S5995 800 NIA NIA Bank 56952 1S53 SS675 800 $ 42093 1 000

Tier 1 (core) capital to risk weighted assets Consolidated 5i S37 1 2 1 3 1 5931 400 NIA NIA Bank 5371 2 1 276 i 6838 400 25256 600

Tier 1 (core) capital to average assets Consolidated 5i 3S7 804 25306 400 NIA NIA Bank 537i 2 842 25675 400 31 895 500

Notes to Consolidated Financial Statements

XII I Earnings Per Share

The factors used in the earnings per share computation are as follows (Dollars in thousands except per share data)

20 1 4 2013 2012

Income Weighted- Per Share Income Weighted- Per Share Income Weighted- Per Share Average Amount Average Amount Average Amount Shares Shares Shares

Basic earnings per share Net income $ 1 050 1 048g23 $ 1 00 $ 976 1 043765 $ 94 $ 3622 1 352929 $ 268 Effect of assumed exercise

of stock options and restricted stock awards 1 831 9786 NIA

Diluted earnings per share Net income $ 1 050 1 050754 $ 1 00 $ 976 1 053551 $ 93 $ 3622 1 352g2g $ 268

Options to purchase 68500 68500 and 88998 shares of common stock were outstanding at December 31 201 4 201 3 and 201 2 but were not included in the computation of diluted EPS because the options exercise price was greater than the average market price of the common shares for each period

Notes to Consolidated Financial Statements

XIV Fair Val u e Measurements

ASC Topic 820 Fair Value Measurements defines fair value as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market parshyticipants at the measurement date Topic 820 also specifies a fair value hierarchy which requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value The standard describes three levels of inputs that may be used to measure fair value

Level i Quoted prices in active markets for identical assets Level 2 Observable inputs other than Level i prices such

as quoted prices for similar assets quoted prices in markets that are not active or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities

Level 3 Unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets

Following is a description of the valuation methodologies and inputs used for assets and liabilities measured at fair value on a recurring basis and recognized in the accompanying balance sheets as well as the general classification of such assets and liabilities pursuant to the valuation hierarchy

Securities Available for Sale

Securities classified as available for sale are reported at fairvalue utilizing Level 2 inputs Except for equity securities unadjusted quoted prices in active markets for identical assets are utilized to determine fair value at the measurement date which are conshysidered Level i inputs For all other securities the Corporation obtains fair value measurements from an independent pricing sershyvice The fair value measurements consider observable data that may include dealer quotes market spreads cash flows the US Treasuryyield curve live trading levels trade execution data market consensus prepayment speeds credit information and the bonds terms and conditions among other things

Certain financial assets and financial liabilities are measured at fair value on a nonrecurring basis that is the instruments are not measured at fair value on an ongoing basis but are subject to fair value adjustments in certain circumstances (for example when there is evidence of impairment) At December 3i 20i 3 other real estate owned measured at fair value was $7 5 million using a combination of observable inputs including recent appraisshyals and unobservable inputs based on customized discounting criteria Due to the significance of the unobservable inputs all other real estate owned fair values have been classified as Level 3 Rnancial assets and financial liabilities excluding impaired Joans measured at fair value on a nonrecurring basis were not significant at December 31 201 4 and 2013

The following tables summarize financial assets measured at fair value at December 31 segregated by the level of the valuation inputs within the fair value hierarchy utilized to measure fair value (Dollars in thousands)

Level 1 Level 2 Level 3 Total 20 1 4 Inputs Inputs Inputs Fair Value Recurring

$ Equity securities $ 456 $ $ 456 Securities available for sale $ $ i 27768 $ $ 1 27768

Nonrecurring $ Impaired Joans $ $ 1 069 $ 1 069

other real estate owned $ $ $ 3375 $ 3375

201 3 Recurring

$ $ Equity securities $ 2405 $ 2405 Securities available for sale $ $ i 4706i $ $ 1 4706i

Nonrecurring $ Impaired loans $ $ 91 6 $ 9 1 6

Other real estate owned $ $ $ 832 $ 832

Notes to Consolidated Financial Statements

XI Fair Value of Financial Instruments

The canying amount and fair value of the Corporations other financial instruments at December 31 are set forth below (Dollars in thousands)

Financial assets Cash and cash equivalents Restricted stock -Loans held for sale Loans net Accrued interest receivable

Financial liabilities Deposits Other borrowings Accrued interest payable

Commitments to orginate loans

Letters of credit

Lines of credit

Forward sale commitments

Carrying Amount

$ 2671 5 1 647 2432

405059 3369

$ 548940 3600

52

2014 201 3

Fair Value Carrying Amount

$ 2671 5 $ 36838 1 647 1 494 2432 5902

405027 377172 3369 2820

$ 51 3334 $ 549645 3600 4800

52 66

Fair Value

$ 36838 1 494 5902

377166 2820

$ 502487 4800

66

Notes to Consolidated Financial Statements

XV Fair Val u e of Financial Instrum ents cont

Nonrecurring Measurements Following is a description of the valuation methodologies and inputs used for assets measured at fair value on a nonrecurring basis and recognized in the accompanying balance sheets as well as the general classification of such assets pursuant to the valuation hierarchy For assets classified within Level 3 of the fair value hierarchy the process used to develop the reported fair value is described below

Other Real Estate Owned Other real estate owned (OREO) is carried at fair value Jess estimated cost to sell when the real estate is acquired Estimated fair value of OREO is based on appraisals or evaluations OREO is classified within Level 3 of the fair value hierarchy

Appraisals of OREO are obtained when the real estate is acquired and subsequently as deemed necessary by the Banks manageshyment Appraisals are reviewed for accuracy and consistency by the Bank Appraisers are selected from the list of approved appraisers maintained by management

Collateral-dependent Impaired Loans Net of ALLL The estimated fair value of collateral-dependent impaired Joans is based on the appraised fair value of the collateral Jess estimated cost to sell Collateral-dependent impaired Joans are classified within Level 3 of the fair value hierarchy

The Bank considers the appraisal or evaluation as the starting point for determining fair value and then considers other factors and events in the environment that may affect the fair value Appraisals of the collateral underlying collateral-dependent Joans are obtained when the loan is determined to be collateral-dependent and subsequently as deemed necessary by the Banks management Appraisals are reviewed for accuracy and consistency by the Bank Appraisers are selected from the list of approved appraisers mainshytained by management The appraised values are reduced by discounts to consider lack of marketability and estimated cost to sell if repayment or satisfaction of the Joan is dependent on the sale of the collateral These discounts and estimates are developed by the credit department by comparison to historical results

Notes to Consolidated Financial Statements

XV Fair Val ue of Financial Instruments cont

Unobservable (Level 3) Inputs The following table presents quantitahve information about unobservable inputs used in recurring and nonrecurring Level s fair value measurements other than goodwill (Dollars in thousands)

Other real estate owned

middot Collateral-dependent impaired loans

Other real estate owned

Collateral-dependent impaired loans

Fair Value at 123 114

$ 3375

$ 1 069

Fair Value at 123113

$ 832

$ 91 6

Sensitivity of Significant U nobservable Inputs The following is a discussion of the sensitivity of significant unobshyservable inputs the interrelationships between those inputs and other unobservable inputs used in recurring fair value measureshyment and of how those inputs might magnify or mitigate the effect of changes in the unobservable inputs on the fair value measurement

The following follows the Fair value table The following methods were used to estimate the fair value of all other financial instruments recognized in the accompanying balshyance sheet at amounts other than fair value

Cash and Cash Equivalents The carrying amount approximates fair value

Loans Held For Sale The carrying amount approximates fair value due to the insigshynificant time between origination and date of sale The carrying amount is the amount funded and accrued interest

Loans

Fair value is estimated by discounting the future cash flows using the market rates at which similar notes would be made to borshyrowers with similar credit ratings and for the same remaining maturities The market rates used are based on current rates the Bank would impose for similar loans and reflect a market parshyticipant assumption about risks associated with nonperformance illiquidity and the structure and term of the loans along with local economic and market conditions

Restricted Stock Fair value is estimated at book value due to restrictions that limit the sale or transfer of such securities

Valuation Unobservable Range Technique Inputs (Weighted

Market comparable Comparability Average)

properties adjustments () Not available

Market comparable Marketability properties discount 1 0 - 1 5 (1 2)

Valuation U nobservable Range Technique Inputs (Weighted

Market comparable Comparability Average)

properties adjustments () Not available

Market comparable Marketability properties discount 1 0 - 1 5 (1 2)

Accrued Interest Receivable and Payable

The carrying amount approximates fair value The carrying amount is determined using the interest rate balance and last payment date

Deposits and Other Borrowings Fair value of term deposits is estimated by discounting the future cash flows using rates of similar deposits with similar maturities The market rates used were obtained from a knowledgeable independent third party and reviewed by the Corporation The rates were the average of current rates offered by local competishytors of the bank subsidiaries

The estimated fair value of demand NOW savings money marshyket deposits and other borrowings is the book value since rates are regularly adjusted to market rates and amounts are payable on demand at the reporting date

Commitments to Originate Loans Forward Sale Commitments Letters of Credit and Lines of Credit The fair value of commitments to originate loans is estimated using the fees currently charged to enter into similar agreements taking into account the remaining terms of the agreements and the present creditworthiness of the counterparties For fixedshyrate loan commitments fair value also considers the difference between current levels of interest rates and the committed rates

The fair value of commitments to sell securities is estimated based on current market prices for securities of similar terms and credit quality

The fair values of letters of credit and lines of credit are based on fees currently charged for similar agreements or on the estimated cost to terminate or otherwise settle the obligations with the counterparties at the reporting date

Notes to Consolidated Financial Statements

XVI Accumul ated Comprehensive Income (Loss)

The components of accumulated other comprehensive income loss) included in stockholders equity are as follows (Dollars in thousands)

Net unrealized gains (Joss) on available for sale securities Tax effect Net-of-tax amount

20 1 4

$ 766 (260)

$ 506

2013

$ (871) 296

$ (575)

Amounts reclassified from accumulated other comprehensive income and the affected line items in the statements of income during the years ended December 31 were as follows

Affected line item in 20 1 4 2013 2012 the statements of

income

Net realized gains of Unrealized gains on securities available for sale $ 368 $ 434 $ 2084 sales of available for-sale

securities

Tax effect (1 26) (i 48) (709) Income taxes Total reclassification out of accumulated other comprehensive income $ 242 $ 286 $ 1 375 Net reclassified

amount

XVII Goodwill and Acquired Intangible Assets

The Corporations goodwill and intangible assets are as follows There was no Impairment of goodwill or intangible assets in 2014 or 2013 (Dollars in thousands)

20 1 4 2013

Goodwill $ 3265 $ 3265 Core deposit intangibles $ 1 805 $ 1 805 Non-compete agreement 375 375 Intangible assets 21 80 2 180 Less accumulated amortization 2 180 2090

Total intangible assets $ $ 90

Aggregate amortization expense for years ended December 31 2014 201 3 and 201 2 was $90 $181 and $1 80 thousand respectively

XVI II Subsequent Events

Management evaluated subsequent events through February 27 201 5 the date the consolidated financial statements were available to be issued Events or transactions occurring after December 31 2014 but prior to February 27 2015 that provided additional evidence about conditions that existed at December 31 2014 have been recognized in the consolidated financial statements for the year ended December 31 2014 Events or transactions that provided evidence about conditions that did not exist at December 31 201 4 but arose before the consolidated financial statements were available to be issued have not been recognized in the consolidated financial statements for the year ended December 31 2014

This information is an Integral part of the accompanying consolidated financial statements

Independent Auditors Report

CPAs amp Advisors

Board of Directors

NI Bancshares Corporation

Sycamore Illinois

We have audited the accompanying consolidated financial statements of NI Bancshares Corporation which comprise

the consolidated balance sheets as of December 3 1 2014 and 2013 and the related consolidated statements of income

comprehensive income (loss) stockholders equity and cash flows for the years ended December 3 1 2014 2013 and 2012 and the related notes to the consolidated financial statements

Managements Responsibility for the Financial Statements

Management is responsible for the preparation and fair presentation of these consolidated financial statements in accordance

with accounting principles generally accepted in the United States of America this includes the design implementation and

maintenance of internal control relevant to the preparation and fair presentation of consolidated financial statements that are

free from material misstatement whether due to fraud or error

Auditors Responsibility

Our responsibility is to express an opinion on these consolidated financial statements based on our audits We conducted our

audits in accordance with auditing standards generally accepted in the United States of America Those standards require that

we plan and perform the audit to obtain reasonable assurance about whether the consolidated financial statements are free from material misstatement

An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the consolidated

financial statements The procedures selected depend on the auditors judgment including the assessment of the risks of material misstatement of the consolidated financial statements whether due to fraud or error In making those risk

assessments the auditor considers internal control relevant to the Corporations preparation and fair presentation of the

consolidated financial statements in order to design audit procedures that are appropriate in the circumstances but not for

the purpose of expressing an opinion on the effectiveness of the Corporations internal control Accordingly we express no

such opinion An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of

significant accounting estimates made by management as well as evaluating the overall presentation of the consolidated

financial statements

We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion

Opinion In our opinion the consolidated financial statements referred to above present fairly in all material respects the financial position of NI Bancshares Corporation as of December 3 1 2014 and 2013 and the results of its operations and cash flows

for the years ended December 3 1 2014 2013 and 2012 in accordance with accounting principles generally accepted in the United States of America

Decatur Illinois February 27 2015

PRESID ENT I CEO Michael A Cullen

BUSI NESS BANKING Charles C Kaiser Senior Vice President - Business Banking

Michael A Hawley Senior Vice President - Senior Commercial Loan Officer

Grant M Goltz Vice President - Commercial Loan Officer

Lucas G Goucher Vice President - Commercial Loan Officer

Nicholas D Lee Vlce President - Commercial Loan Officer

Robert W Mason Vice President - Commercial Loan Officer

Timothy J Meyer Vice President - Commercial Loan Officer

Sheela Prahlad Vice President - Commercial Loan Officer

CREDIT D EPARTMENT

Karen A Kuppler Senior Vice President - Chief Credit Officer

Gerald W Brantner Vice President - Senior Collector

CONSUM ER BANKING RESIDENTIAL LENDING ORIGINATION

Mark R ODell Vice President - Senior Retail Loan Officer

CONS U M ER BANKING Bradley V Brown Senior Vice President - Consumer Banking (Security Officer)

Terrence M Duffy Senior Vice President - Consumer Banking Division Manager

Ishmael M McGhee Vice President - Consumer Banking Division Manager

Frank P Turza Vice President - Consumer Banking Division Manager

Directory of NBamp T

TRUST D EPARTMENT R David Van Buren Senior Vice President - Trust amp Investments

Stephen J Colianni Vice President -Trust Investment Officer

Stephen G Corcoran Vice President - Employee Benefits Manager

Karen J Daleo Vice President - Trust Tax Manager amp Assistant Secretary

James J Dombek Vice President - Personal Trust Manager amp Secretary

Kathryn J Johnson Vice President -Trust Administrator

Thomas M Sullivan Vice President - Trust Administrator

Carolyn S Swafford Vice President - Trust Administrator

FAR M SERVIC E DEPARTM ENT Scott R Pumroy Vice President - Farm Service Department Manager

OPERATIONS D EPARTMENT

Michelle R Carlson Vice President - Operations

Hien Van Do Vice President - Core Banking Systems Administrator

ACCOUNTING DEPARTM ENT David N McCoy Senior Vice President - Chief Financial Officer

BRAND amp MARKETING Tami J Armstrong Vice President - Brand amp Marketing

H U MAN RESOU RCES Samantha J Dailey Vice President - Human Resources

AUDITING DEPARTMENT Sarah M Taylor Vice President - Internal Audit

EXHIBIT 2A

NI BANCSHARES CORPORATIONS ORGANIZATIONAL CHART

NI BANCSHARES CORPORATIO N

230 W STATE ST SYCAMORE IL 601 78

State of Incorporation = Delaware

1 00

THE NATIONAL BAN K amp TRUST COMPANY OF SYCAMORE

230 W STATE ST SYCAMOR_E IL 601 78

hsults A list of branches for your depostorv nstftution NATIONAL BANK amp TRUST COMPANY OF SYCAMOftE THE (ID_RSSO 534345)

This depository fnstltutlon fs held by NI BANCSHARES CORPORATION (1827893) of SYCAMORE IL

The data are as of 12312014 Data reflects Information that was received and procMsed through 01072JJ1S

Reconciliation and YerfCtton Steps

1 In the Data Action column of each brmch row enter one or more of the actions specifild hilow 2 If required enter the date In the Effective te column

Actions

OK If the branch Information Is COfTect enter OK in the Data Action column

Chan1e If the branch Information Is incorrlCt or Incomplete revrse the data enter Change In the Data Action column and the date when this lnformaUon first beame valid Jn the Etfedive Oatbull column

Cose If a branch llsted was sold or closed enter dose In the Data Action column and thl ule or closure date In the Effective Date column Delete If a branch listed was never owned by th(s depository Institution enter Delltl In thl Oatbull Action column

Add lfa reportable branch Is missing Insert a row add the branch data and enter Add in thl Data Action column and the opening or acquisition date In the Effective Date laquo)lumn

If printing this lrst you may need to adjust your page setup in MS Excel Try uslng landscape orientation p1ae scaling andor liegal sl1ed pa pier

Submission Procedure

When you a finiihed send a savied copy to your FRB contact See the det1iled lmtructions on this site for more Information

If vou are ie-malllng this to your FRB contAct put your Institution name dtyand state In thie subjtct line of the e-mail

Note To satisfy the FR YmiddotlO portln1 rirements you must also submit FR Ymiddot10 Oomes-tic Branch Schedules for each bninch with a Ot Attlon of nae Close Deletl or Add

The FR fmiddotlO rieport may be submitted in a hardcopy format or via the FR Y-10 Online application middot httpsylOonlinefederalreservegov

bull FDIC UNINUM Office Number and ID_RSSD columns are for reference only Verification of these values Is not required

- Effecdw Ote Branch Service Type Bnnch ID Rssobull Popular Name Street Address City NATIONAL BANK amp TRUST COMPANY Of

OK Fun servlCI (Head Offitt) 53045 SYCAMORE THE 230 WEST STATE STREET SYCAMORE

OK Full Service 3310232 2290 SYCAMORE ROAD OfFICE 2290 SYCAMORE ROAD DEKALB

OK Full lce 3735255 BANCO NBampT BRANCH 1029 PLEASANT STREET DEKALB

OK Fullservice 354132 NSampT SQUARE BRANCH 130 WEST LINCOLN HIGHWAY DEKAlB

OK Full Service 3735246 ELBURN BRANCH 930 NORTH MAJN STREET ELBURN

OK Full Service 3310241 GENOA BRANCH 601 PEARSON DRIVE GfNOA

OK Full service 2192507 200 NORTH MAIN STREET OfFICE 200 NORTH MAIN STREET UtANO

OK full Service 4394873 SANDWlCH BRANCH 321 E OIURCH STREET SANDWlCH

OK Fullice 2D8577S SERENA BRANCH US HIGHWAY 52 SOMONAUK ROAD SERENA

OK Full Service 2431457 1425 DEKAl8 AVENUE BRANCH 1425 DEKALB AVENUE SYCAMORE

St1te

IL

IL

IL

IL

IL

IL

IL

IL

IL

IL

Zip Code Countv

60178 DEKALB

60US DEKALB

60115 DEKALB

60U5 DEKALB

60119 KANE

60135 DEKALB

60531 IASAllE

60548 DEKALB

60549 LA SAUE

60178 DEKALB

Country FDIC UNINUMbull Office Numberbull Hbullad Office Head Office ID_RSSD Comments

NATIONAL BANK amp TRUST COMPANY Of

UNITED STATES 6414 0 SYCAMORE THE 534345 NATIONAL BANK amp TRUST COMPANY OF

UNITED STATES 221714 2 SYCAMORE THE 534345 NATIONAL BANK amp TRUST COMPANY Of

UNITpound0 STATES 475977 9 SYCAMORE THE 534345

NATIONAL BANK amp TRUST COMPANY OF

UNITED STATES 10484 5 SYCAMORE THE 534345 NATIONAL BANK amp TRUST COMPANY OF

UNITED SfATES 475976 8 SYCAMORE THE 534345

NATIONAL BANK amp TRUST COMPANY OF

UNITED STATES 424666 4 SYCAMORE THE 534345 NATIONAL BANK amp TRUST COMPANY OF

UNITED STATES 237859 7 SYCAMOftE THE 534345 NATIONAL BANK amp TRUST COMPANY Of

UNITED STAttS 530108 10 SYCAMORE THE 534345 NATIONAL BANK amp TRUST COMPANY Of

UNITED STATES 2318S8 6 SYCAMORE THE 534345 NATIONAL BANK amp TRUST COMPANY OF

UN ITED STATES 264332 1 SYCAMORE THE 534345

Re ort Item 3 Securities Holders

FR Y-6

NI Bancshares Corporation

Sycamore IL

Fiscal Year Ending December 3 1 201 4

Current Securities Holders with ownership control or holdings of 5 or more with power to vote as-of fiscal year end

Securities Holders not listed in 3(1 )(a) through (3)(1 )(c) that had

ownership control or holdings of 5 or more with power to vote

during the fiscal year

(1 )(a)

Name amp Address (City

State Country)

James W Dutton

Tulsa OK USA

Jane Danielson

Freeport ME USA

Anne Pick

St Paul MN USA

(1 )(b)

Country of

Citizenship or

Incorporation

USA

USA

USA

(1 )(c) Number and

Percentage of Each

Class of Voting

Securities

62324 shares 594

84563 shares 806

88480 shares 843

(2)(a) (2)(b)

Country of

Name amp Address Citizenship or

(City State Country) Incorporation

(2)(c) Number and

Percentage of Each

Class of Voting

Securities

FA Y--6

NI Bancshares Corporation Sycamore ll

Ascal Year Ending December 311 2014

(1) (2) (3)(bull) (3)(b) (3)(o) (4)(bull) (4)(b) (4)(o) Percentage of List names of other companies

Percentage of Voting Securities Includeamp partnerships) If 25 or more Voting Securities ln Subsidiaries of voting securftles are held (list

Names amp Address Principal Occupation II other than Title amp Position with Title amp Position with Subsidiaries Title amp Position with Other Businesses Jn Holding (Include names names ol companies and percentage of

(City State Country) with Holding Company Holding Company (Include names of subsidiaries) (Include names ol other businesses) Company of subsidiaries) voting securltles held)

Michael A Cullen NIA Director President amp CEO Director President amp CEO NIA 018 None NIA Sycamore IL USA The National Bank amp Trust

Company of Sycamore

Richard N Anderson President - Anderson Director Director President 159 None Anderson Funeral Home Ltd (100) DeKalb JL USA Funeral Home Ltd The Natrona[ Bank amp Trust Anderson Funeral Home Ltd

Company of Sycamore

John H Boles NIA Director Retired Trust Officer NIA 149 None NIA Sycamore IL USA The National Bank amp Trust

Company of Sycamore

Evelina J Cichy Retired Vice President of Instruction Director Director NA 015 None NIA DeKalb IL USA Klshwaukee College The Natrona Bank amp Trust

Company of Sycamore

James W Dutton CFO Macrosolva lnc Chairman of the Board Chairman of the Board CFO Macrosolve lnc 594 None NIA Tulsa OK USA The Natonal Bank amp Trust

Company of Sycamore

Robert B Johnson Partner - Johnson Farms Director Director Partner 063 None Johnson Farms (40) DeKalb IL USA The National Bank amp Trust Johnson Farms

Company of Sycamore

Robert C Johnson NIA Director Director NIA 034 None NIA DeKalb IL USA The National Bank amp Trust

Company of Sycamore

Kevin P Poorten President amp CEO - Kish Health Syse Director Director NA 005 None NIA DeKalb IL USA The National Bank amp Trust

Company of Sycamore

Douglas C Roberts Private Investor Director Director PresidentmiddotZea mays Holdings LLC 382 None Zea mays Holdngs LLC (100) Sycamore IL USA The National Bank amp Trust

Company of Sycamore

Tmothy P Suter President amp CEO - Suter Company Director Director NA 002 None NIA Sycamore IL USA The Natlonal Bank amp Trust

Company of Sycamore

Report lem 4 Insiders -PAGE 2 of 2

Tami Armstrong NIA NIA VP Brand amp Marketng NIA 0005 None NIA Sycamore IL USA The Natonal Bank amp Trust

Company of Sycamore

Bradley V Brown NIA NIA SVP Consumer Banking NIA 0004 None NIA DeKalb IL USA The Natlonal Bank amp Trust

Company of Sy9amore

Michelle Carlson NIA NIA VP Operallons NIA 0004 None NIA SuQar Grove IL USA The National Bank amp Trust

Company of Sycamore

Sa_111antha J Dalley NIA NIA VP Human Resources NIA 0003 None NIA Sycamore IL USA The National Bank amp Trust

Company of Sycamore

James Dombek NIA NIA VP Personal Trust Manager NIA 0002 None NIA Sycamore IL USA The National Bank amp Trust

Company of Sycamore

Michael Hawley Geneva IL USA NIA NIA Sr VP Sr Commercial Loan Officer NIA 0005 None NIA

The Natfonal Bank amp Trust Company of Sycamore

Charles C Kaiser NIA NIA Sr VP Senior Lending Officer NIA 0007 None NIA Sycamore IL USA The National Bank amp Trust

Company of Sycamore

Karen Kupper NIA NIA SVP Chief Credit Offcer NIA 0003 None NIA Hinkley IL USA The Natonal Bank amp Trust

Company of Sycamore

Davld N McCoy NIA Treasurer SVP Chief Flnanclitl Officer NIA 0006 None NIA South Elgin IL USA The Natlonal Bank amp Trust

Company of Sycamore

Mark ODell NIA NIA VP Sr Residentlal loan Officer NIA 0000 None NIA Aurora IL USA The National Bank amp Trust

Company of Sycamore

A David VanBuren NIA NIA SVP Trust amp Investments NIA 0005 None NIA Sycamore IL USA The National Bank amp Trust

Company of Sycamore

  • FR Y-6 Cover Page
  • Report Item 1 Annual Report to Shareholders
  • Report Item 2a Organization Chart
  • Report Item 2b Domestic Branch Listing
  • Report Item 3 Securities Holders
  • Report Item 4 Insiders
Page 11: Annual Report of Holding Companies-FR Y-6/media/others/banking/...consistent and deliberate in implementing our strategic initiatives. In addition to our loan growth, our trust assets

Consolidated Statements of Comprehensive Income (Loss) At December 31

Net income

Other comprehensive income (loss)

Unrealized appreciation depreciation) on available for sale securities net of taxes of $682 $(1 1 7 4) and $3 for 201 4 2013 and 201 2 respectively

Less reclassification adjustment for realized gains included in net income net of taxes of $1 26 $1 48 and $709 for 201 4

2014

$ 1050

$ 1 323

201 3 and 201 2 respectively 242

$ 1 081

Comprehensive income (loss) $ 2 131

(Dollars in thousands See accompanying notes to consolidated financial statements

2013

$ 976

$ (2280)

286

$ 2566)

$ (1590

2012

$ 3622

$ 5

middot1 375

$ (1 370)

$ 2252

Common Stock

Balances at December 31 2011 $ 2049

Net income Other comprehensive income (loss) Purchase of 392663 shares of

treasury stock Exercise of 24502 stock options 30 Stock compensation - Directors 2 Stock compensation expense Cash dividends declared

$50 per share

Balances at December 31 2012 2081

Net income Other comprehensive income (loss) Exercise of 667 stock options Stock compensation expense Cash dividends declared

$50 per share Issuance of restricted stock 11

Balances at December 31 2013 2093

Net income Other comprehensive income (loss) Exercise of 1000 stock options Stock compensation expense Cash dividends declared

$50 per share

Balances at December 31 2014 $ 2094

(Dollars in thousands) See accompanying notes to consolidated financial statements

Consolidated Statements of Stockholders Equity Years ended December 31

Additional Accumulated Other Total

Paid In Retained Comprehensive Treasury Stockholders

Capital Earnings Income (Loss) Net Stock Equity

$ 8237 $ 68735 $ 3361 $ (10756) $ 71626

3622 3622 (1370) (1370)

(18062) (18062) 865 895

35 37 113 1 13

(589) (589)

9250 71768 1991 (28818) 56272

976 976 (2566) (2566)

21 22 187 187

(522) (522) (11)

9447 72222 (575) (28818) 54369

1 050 1050 1081 1081

31 32 129 129

(525) (525)

$ 9607 $ 72747 $ 506 $ (28818) $ 56136

Consolidated Statements of Cash Flows Years ended December 3i

Cash flows from operating activities

Net income Adjustments to reconcile net income to net cash from operating activities

Amortization and accretion of securities Amortization of intangibles Realized security gains net Depreciation Loss (gain) on sale of premises and equipment Gain on sales of loans Loss on sale and valuation adjustments

of other real estate owned (Increase) decrease in mortgage loans held for sale Amortization of mortgage servicing rights Deferred tax benefit Stock compensation expense net Provision for loan losses (Increase) decrease in interest receivable and other assets Increase (decrease) in interest payable and other liabilities

Net cash provided by operating activities

Cash flows from investing activities

Redemption of FHLB stock Securities available for sale

Proceeds from sales Proceeds from maturities and calls Purchases

Sale of other real estate owned Increase in loans net Purchases of premises and equipment Proceeds from sale of premises and equipment Purchase of bank-owned life insurance

Net cash used by investing activities

Cash flows from financing activities

Proceeds from (repayment 01) holding company borrowing Net increase (decrease) in deposit activities Cash dividends paid Purchases of treasury stock Exercise of stock options

Net cash provided (used) by financing activities Net change in cash and cash equivalents Cash and cash equivalents at beginning of year Cash and cash equivalents at end of year

Supplemental cash flows information

Interest paid Income taxes paid Transfer from loans to other real estate owned

(Dollars in thousands middotsee accompanying nofes to consolidated financial middotstatements

$

$

$ $ $

2014

i 050

56i 90

(368) i 449

-(990)

i 82i 4i29

408 60

i 29 i 350

948 (i i 39) 9498

-

23322 27735 (28523)

2289 (33269)

(838) 1 70

(8 i 09) (1 7223)

(i 200) (705) (525)

-32

(2398) (i0i 23) 36838 267i 5

2278 74i

4032

2013 2012

$ 976 $ 3622

i 037 i i 76 i 8i i 80

(434) (2084) i 373 i 057

i (3) (2636) (34i 5)

i 029 i 058 2i37 (264)

506 i Oi 2 i 96 (68) i 87 i i 3

2243 i 77i 9i) 4i 9

i 969 i 904 8674 6478

847

21662 38789 38844 37290 (72497) (79835)

875 i 772 (57900) (1627 4)

(i i 22) (5942) 25 526

(70i i 3) (22827)

(i 200) 6000 22639 1 i 049

(522) (589) (i 8062)

22 932 20939 (670) (40500) (i 70i 9) 77338 94357

$ 36838 $ 77338

$ 3i18 $ 3589 $ i i 73 $ 2249 $ 51 67 $ 76i

Notes to Consolidated Financial Statements

f Summary of Significant Accounting Policies

PRINCIPLES OF CONSOLIDATION The consolidated financial statements of NJ Bancshares Corporation (the Corporation) include the accounts of the Corporation and its wholly owned subsidiary The National Bank amp Trust Company of Sycamore (the Bank) Significant intercompany transactions and accounts have been eliminated in consolidation

NATURE OF OPERATIONS The Bank provides a variety of financial services to individuals and businesses in DeKalb LaSalle and Kane Counties through its ten locations Branch offices include two locations in Sycamore three locations in DeKalb and one location in each of the towns of Elburn Genoa Leland Serena and Sandwich The Banks primary deposit products are checking accounts interestshybearing savings accounts certificates of deposit and individual retirement accounts The Banks primary lending products are commercial Joans real estate Joans and consumer Joans The Bank also maintains a trust department and originates residential mortgage Joans for sale in the secondary market The Bank is nationally chartered Deposits up to $250000 are insured by the Federal Deposit Insurance Corporation The Bank is subject to the regulations and supervision of the Office of the Comptroller of the Currency The Corporation is subject to the regulations and supervision of the Feder-al Reserve Bank

USE OF ESTIMATES The preparation of financial statements in conformity with accounting principles generally accepted in the United States (GAAP) requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of income and expense during the reporting period Actual results could differ from those estimates Material estimates that are particularly susceptible to significant change in the near term relate to the valuation of the allowance for Joan losses the valuation of other real estate owned the classification and valuation of securities the determination of fair values of financial instruments the impairment of goodwill and intangibles mortgage servicing rights and the status of contingencies

SIGNIFICANT CONCENTRATIONS OF CREDIT RISK Most of the Corporations activities are with customers located within the Illinois counties of DeKalb LaSalle and Kane Note I l l discusses the types of lending in which the Corporation is engaged The Corporation does not have any significant concentrations to any one industry customer or geographic location

CASH AND CASH EQUIVALENTS For purposes of reporting cash flows cash and cash equivalents include cash on hand amounts due from banks and federal funds sold Generally federal funds are sold and purchased for one-day periods Customer deposit and loan activities are reported on a net basis

At December 3i 20i 4 the Corporations cash accounts exceeded federally insured limits by approximately $1 i 973 thousand

SECURITIES Securities classrfied as available for sale are those debt or equity securities that the Bank intends to hold for an unspecified period of time but not necessarily to maturity Unrealized gains or losses are reported as increases or decreases in a separate component of stockholders equity net of the related deferred tax effect

The amortization of premiums and the accretion of discounts on securities are deducted from and added to interest income Realized gains or losses on sales of securities are determined using the specific-identification method Securities are written down to fair value when a decline in fair value is not temporary

Declines in the fair value of securities below their cost that are other than temporary are reftected as realized losses In estimating other-than-temporary losses management considers (i) the length of time and extent that the fair value has been Jess than cost (2) the financial condition and near term prospects of the issuer and (3) the intent of the Corporation to not sell the security or whether it is more likely than not that the Corporation will be required to sell the security before its anticipated recovery

During 201 4 201 3 and 201 2 the bank initiated a strategy to sell certain held for sale investment securities and subsequently reinvest the proceeds of those into similar held for sale investment securities The strategy included extending the weighted average maturity of a portion of the portfolio for interest rate risk purposes and accelerated the recognition of income from the portion that was sold As a result there was a gain of the sale of those securities of $368 $434 and $2084 thousand gross before taxes respectively

RESTRICTED STOCK The Bank as a member of the Federal Home Loan Bank of Chicago (FHLB) is required to maintain an investment in the capital stock of the Federal Home Loan Bank T he Bank also maintains an investment in the capital stock of the Federal Reserve Bank (FRB) For financial reporting purposes such stock is carried at cost which approximates fair value based on the redemption provisions of each institution

LOANS HELD FOR SALE Real estate loans originated and intended for sale in the secondary market are carried at the lower of cost or fair value in the aggregate as determined by outstanding commitments from investors Net unrealized losses if any are recorded as a valuation allowance and charged to earnings

Mortgage loans held for sale are generally sold with servicing rights retained The carrying value of mortgage loans sold is reduced by the cost allocated to the servicing right Gains or losses on sales of mortgage loans are based on the difference between the selling price and the carrying value of the related loan sold

Notes to Consolidated Financial Statements

SERVICING RIGHTS Servicing rights are recognized as assets for the allocated value of retained servicing rights on sold loans Servicing rights are expensed in proportion to and over the period of estimated net servicing revenues Impairment is evaluated based on the fair value of the rights using groupings of underlying loans as to loan term rate and then as to loan type Fair value is based upon discounted cash flows using market based assumptions Any impairment is reported as a valuation allowance to the extent that fair value is Jess than the capitalized amount

LOANS Loans are stated at the amount of unpaid principal net of unearned income and the allowance for loan losses Interest on loans is accrued daily and is computed on the principal balance outstanding

Loan origination fees net of certain direct organization costs are deferred and recognized as an adjustment of the yield of the related loans

In general interest income on mortgage and commercial loans is discontinued at the time the loan is 90 days delinquent unless the loan is well secured and in process of collection Consumer loans are typically charged off no later than 180 days past due In all cases loans are placed on non-accrual or charged-off at an earlier date if collection of principal or interest is considered doubtful

All interest accrued but not received for the loans placed on nonshyaccrual are reversed against interest income Interest received on such loans is accounted for on the cash basis or cost-recovery method until qualifying for return to accrual Loans are returned to accrual status when all the principal and interest amounts contractually due are brought current and future payments are reasonably assured

ALLOWANCE FOR LOAN LOSSES The allowance for loan losses is maintained at a level considered adequate to provide for probable incurred loan losses Allowances for impaired loans are generally determined based on collateral values or the present value of estimated cash flows discounted at the loans effective interest rate The allowance is increased by provisions charged to operating expense and reduced by net charge-offs Loans are charged off to the allowance for loan losses when and to the extent that they are deemed uncollectible by management Management makes continuous credit reviews of the loan portfolio and considers current economic conditions historical loan loss experience and other factors in determining the adequacy of the allowance

Allocations of the allowance may be made for specific loans but the entire allowance is available for any loan that in managements judQrnent should be charged off

The allowance consists of specific and general components The specific component relates to loans that are individually classified as impaired or loans otherwise classified as substandard or doubtful The general component covers non-classified loans and is based on historical loss experience adjusted for current factors

A loan is impaired when full payment under the Joan terms is not expected Commercial and commercial real estate loans are individually evaluated for impairment If a Joan is impaired a portion of the allowance is allocated so that the loan is reported net at the present value of estimated future cash flows using the loans existing rate or at the fair value of collateral if repayment is expected solely from the collateral Large groups of smaller balance homogeneous loans such as consumer and residential real estate loans are collectively evaluated for impairment and accordingly they are not separately identified for impairment disclosures

LAND PREMISES AND EQUIPMENT Land is stated at historical cost Premises and equipment are stated at cost less accumulated depreciation Depreciation is computed principally on the straight-line method over the estimated useful lives of the assets These assets are reviewed for impairment when events indicate the carrying amount may not be recoverable

OTHER REAL ESTATE OWNED Real properties acquired through or in lieu of loan foreclosure are to be sold and are initially recorded at fair value less the cost to sell at the date of the foreclosure establishing the new cost basis After foreclosure valuations are periodically performed by management and the real estate is carried at the lower of carrying amount or fair value less the estimated cost to sell Revenue and expenses from the operations changes in the valuation of the property and gain or loss on the disposition of the property are included in other expenses or other income as incurred

EARNINGS PER SHARE Basic earnings per share is calculated based on weightedshyaverage common shares outstanding Diluted earnings per share includes the dilutive effect of additional potential common shares issuable under stock options and restricted stock awards

GOODWILL AND INTANGIBLE ASSETS Goodwill results from business acquisitions and represents the excess of the purchase price over the fair value of acquired tangible assets and liabilities and identifiable intangible assets Goodwill and indefinite-lived intangibles are evaluated annually for impairment or more frequently if impairment indicators are present A qualitative assessment is performed to determine whether the existence of events or circumstances leads to a determination that it is more likely than not the fair value of the reporting unit or indefinite-lived intangible asset is Jess than its carrying amount If based on the evaluation it is determined to be more likely than not that the fair valued is less than the carrying value then the goodwill or indefinite-Jived intangible is tested further for impairment If the implied fair value of goodwill or the fair value of the indefinite-lived intangible is lower than their carrying amounts an impairment loss is recognized in an amount equal to the difference Subsequent increases in goodwill value

- are not recognized in the financial statements

Intangible assets consist of core deposits arising from a whole bank acquisition They are initially measured at fair value and then are amortized over their estimated useful lives These assets are reviewed for impairment when events indicate the carrying amount may not be recoverable

Notes to Consolidated Financial Statements

LOAN COMMITMENTS AND RELATED FINANCIAL INSTRUMENTS Financial instruments include off-balance sheet credit instruments such as commitments to make loans and commercial letters of credit issued to meet customer financing needs The face amount for these items represents the exposure to loss before considering customer collateral or ability to repay Such financial instruments are recorded when they are funded

IMPAIRMENT OF LONG-LIVED ASSETS The Corporation reviews long-lived assets for impairment whenever events or changes in circumstances indicate the carrying amount of an asset may not be recoverable Recoverability of assets to be held and used is measured by a comparison of the carrying amount of an asset to future undiscounted net cash flows expected to be generated by the asset If such assets are considered to be impaired the impairment to be recognized is measured by the amount by which the carrying amount of the assets exceeds the fair value of the assets Assets to be disposed of are reported at the lower of carrying amount or fair value less costs to sell

TRANSFERS OF FINANCIAL ASSETS Transfers of financial assets are accounted for as sales when control over the assets has been surrendered Control over transferred assets is deemed to be surrendered when (1 ) the assets have been isolated from the Corporation (2) the lransferee obtains the right (free of conditions that constrain it from taking advantage of that right) to pledge or exchange the transferred assets and (3) the Corporation does not maintain effective control over the transferred assets through an agreement to repurchase them before their maturity

TRUST ASSETS AND FEES Assets of the Trust Department are not included in these consolidated financial statements because they are not assets of the Corporation or the Bank Fee income generated from trust services is primarily recorded on the accrual method

INCOME TAXES Deferred income taxes are provided on temporary differences between financial statement and income tax reporting Temporary differences are differences between the amounts of assets and liabilities reported for financial statement purposes and their tax bases

Deferred tax assets are recognized for temporary differences that will be deductible in future years tax returns and for operating loss and tax credit carryforwards Deferred tax assets are recognized only if it is more likely than not that the tax position will be realized or sustained upon examination by the relevant taxing authority A tax position that meets the more-likely-thanshynot recognition threshold is initially and subsequently measured as the largest amount of tax benefit that has a greater than 50 percent likelihood of being realized upon settlement with a taxing authority that has full knowledge of all relevant information

Deferred tax assets are reduced by a valuation allowance if it is deemed more likely than not that some or all of the deferred tax assets will not be realized Deferred tax liabilities are recognized for temporary differences that will be taxable in future years

COMPREHENSIVE INCOME (LOSS) Comprehensive income (loss) consists of net income (loss) and other comprehensive income (loss) Other comprehensive income (loss) includes unrealized gains and losses on securities available for sale net of taxes These unrealized gains and losses net of taxes are also recognized as separate components of equity

LOSS CONTINGENCIES Loss contingencies including claims and legal actions arising in the ordinary course of business are recorded as liabilities when the likelihood of loss is probable and an amount or range of loss can be reasonably estimated Management does not believe there are matters that will have a material effect to the Corporation the Bank or the Banks Trust Department or on the fiancial statements of the Corporation

STOCK COMPENSATION PLANS Compensation cost is measured using the fair value of an award on the grant dates and is recognized over the service period which is usually the vesting period Compensation cost related to the non-vested portion of awards outstanding is based on the grant-date fair value of those awards T he Corporation has an incentive stock option plan and restricted stock awards which are described more fully in Note IX

TREASURY STOCK Common stock shares repurchased are recorded at cost Cost of shares retired or reissued is determined using the first-in firstshyout method

During 201 2 the Corporation purchased 392663 treasury shares This was primarily accomplished through two transactions the first involving a negotiated purchase of shares from certain members of the Dutton Family and their affiliates and the second involving a tender offer with our shareholders These treasury shares were all repurchased at $46 per share a discount to the current book value per share Detailed information related to these transactions was provided to stockholders in an Offer to Purchase dated November 1 201 2 The total cost to capital of the Corporation was $1 6940 thousand for these treasury shares

Notes to Consolidated Financial Statements

II Securities

Amortized cost and fair values of securities classified as available for sale with gross unrealized gains and losses at December 31 are summarized as follows (Dollars in thousands)

US Obligations of US Government- States and Political Certificates Equity Total

Treasury Sponsored Entities Subdivisions of Deposit Securities Securities

2014 Amortized cost $ 1 4470 $ 7981 6 $ 31 728 $ 988 $ 456 $ 1 27458 Gross unrealized gains 2 536 694 1 232 Gross unrealized losses (28) (233) (205) (466)

Fair value $ 1 4444 $ 80 1 1 9 $ 32217 $ 988 $ 456 $ 1 28224

2013 Amortized cost $ 1 5007 $ 94907 $ 37030 $ 988 $ 2406 $ 150338 Gross unrealized gains 1 0 1 1 7 854 981 Gross unrealized losses (2) (926) 924) (1 852)

Fair value $ 1 501 5 $ 94098 $ 36960 $ 988 $ 2406 $ 1 49467

The fair values of debt securities classified as available for sale by contractual maturity at December 31 2014 are as follows (Dollars in thousands)

1 year or l ess Over 1-5 years Over 5-10 years Over 1 0 years Total

US Treasury $ 5000 $ 9444 $ $ $ 1 4444

US government-sponsored entities 1 7057 47722 1 5340 80 1 1 9

Obligations of states and political subdivisions 3964 9859 1 8394 3221 7

Certificates of deposit 988 988

Total $ 26021 $ 6801 3 $ 33734 $ $1 27768

Expected maturities may differ from contractual maturities because the borrowers may have the right to call or prepay obligations with or without call or prepayment penalties Other equity securities include mutual funds which have no maturity date Securities with a market value of $1 220 million and $1 21 0 million at December 31 201 4 and 201 3 respectively are pledged to secure public deposits and other purposes as required or permitted by law

middot

Amortized cost gross reaiized gains gross realized losses and saies proceeds from available for sale securities sold matured or called at December 31 are summarized as follows (Dollars in thousands)

2014 2013 2012

Amortized cost $ 50689 $ 60072 $ 73995 Gross realized gains 546 435 2093 Gross realized losses (1 78) (1 ) (9) Proceeds $ 51 057 $ ousuo $ 70UJ

Notes to Consolidated Financial Statements

I I Securities cont

The following tabes present investments gross unrealized losses and fair value at December 31 aggregated by Investment category and length of time that Individual securities have been in a continuous unrealized loss position Dollars In thousands)

Less Than 12 Months 12 Months or More Total Fair Value Unrealized Loss Fair Value Unrealized Loss Fair Value U n realized Loss

2014 US Treasury $ 9444 $ (28) $ $ $ 9444 $ (28) US government-

sponsored entities i 7529 (43) i 5009 (i 90) 32538 (233) Obligations of states and

political subdivisions i 983 (i7) 6475 (i 88) 8458 (205) $ 28956 $ (88) $ 2i 484 $ (378) $ 50440 $ (466)

Less Than 12 Months 12 Months or More Total Fair Value Unrealized Loss Fair Value Unrealized Loss Fair Value Unrealized Loss 2013

US Treasury $ 3994 $ (2) $ $ $ 3994 $ (2)

US government-sponsored entities 7222i (926) 7222i (926)

Obligations of states and political subdivisions i 2042 (597) 3 i30 (327) i 5i 72 (924)

$ 88257 $ (i 525) $ 3i30 $ (327) $ 9i 387 $ (1 852)

At December 3i 20i 4 37 US Treasury US government-sponsored entities and obligations of states and political subdivisions securities have an unrealized loss with aggregate depreciation of less than one-quarter percent of the Corporations amortized cost basis Management views fluctuation in agencies as temporary market fluctuations There were i 9 securities with an unrealized loss for over i 2 months The fair value is expected to recover as the bonds approach maturity The nature and quality of these investments remain adequate and continue to have a Moodys rating of an A or above as required by Bank policy Management views the losses associated with US Treasury US government-sponsored entities and obligations of states and political subdivisions securities to also be temporary market fluctuations

Notes to Consolidated Financial Statements

III Loans

Classes ofoans at December 31 include (Dollars in thousands)

2014 2013

Construction and land development $ 1 4 199 $ 1 9798 Farmland 20488 1 7397 Residential real estate 1 1 5291 1 04873 Nonresidential real estate 1 37499 1 3501 4 Agricultural production 1 2530 1 2968 Commercial 45940 41 273 Loans to individuals 57280 42883 Other 5738 6206

Total Joans and leases $ 408965 $ 38041 2 Allowance for loan losses (3906) (3240)

Total loans and leases net $ 405059 $ 377 1 72

The Bank maintains lending policies and procedures designed to focus lending efforts on the type location and duration of loans most appropriate for its business model and markets The Banks principal lending activity is the origination of residential and commercial real estate loans commercial loans consumer loans and home equity lines of credit The primary lending market is located within the Illinois counties of DeKalb LaSalle and Kane Generally loans are collateralized by assets of the borrower and guaranteed by the principals of the borrowing entity

The Board of Directors reviews and approves the Banks lending policy on an annual basis Quarterly the Board reviews the allowance for loan losses and reports related to loan production loan quality concentrations of credit loan delinquencies and non-performing and potential problem loans

The Bank does not accrue interest on any asset which is maintained on a cash basis because of deterioration in the financial position of the borrower any asset for which payment in full of interest or principal is not expected or any asset upon which principal or interest has been in default for a period of ninety days or more unless it is both well secured and in the process of collection A non-accrual asset may be restored to an accrual status when none of its principal and interest is due and unpaid or when it otherwise becomes well secured and in the process of collection

The Bank periodically performs an independent loan review of outstanding loans through the use of an outside third party The primary objective of the independent loan review function is to ensure the maintenance of a quality loan portfolio and minimize the potential for Joan losses The Joan review engagement is responsible for reviewing a sample of existing loans for compliance with internal policies and procedures In addition to reviewing Joans for compliance the loan review analyzes the appropriateness and timeliness of risk grading and problem loan identification by loan officers

Notes to Consolidated Financial Statements

I l l Loans cont

The Corporation categorizes loans into risk categories based on relevant information about the ability of borrowers to service their debt such as current financial information historical payment experience credit documentation public information and current economic trends among other factors This analysis is performed on an annual basis at a minimum The Corporation uses the following definitions for risk ratings

Internal Risk Categories Loan grades are numbered i through 7 Grades i through 4 are considered pass grades The grade of 5 or Special Mention represents loans of lower quality and is considered criticized The grades of 6 or Substandard and 7 or Doubtful refer to assets that are classified The use and application of these grades by the bank will be uniform and shall conform to the banks policy

Pass (1) loans are of superior quality with excellent credit strength and repayment ability providing a nominal credit risk

Pass (2) loans are of above average credit strength and repayment ability providing only a minimal credit risk

Pass (3) loans of reasonable credit strength and repayment ability providing an average credit risk due to one or more underlying weaknesses

Pass (4) loans of the lowest acceptable credit strength and weakened repayment ability providing a cautionary credit risk due to one or more underlying weaknesses New borrowers are typically not underwrillen witl1in this classification

Special Mention (5) assets have potential weaknesses that deserve managements close attention If left uncorrected these potential weaknesses may result in deterioration of the repayment prospects for the asset or in the institutions credit position at some future date Special mention assets are not adversely classified and do not expose an institution to sufficient risk to warrant adverse classification Ordinarily special mention credits have characteristics which corrective management action would remedy

Substandard (6) loans are inadequately protected by the current sound worth and paying capacity of the obligor or of the collateral pledged if any Loans so classified must have a well-defined weakness or weaknesses that jeopardize the liquidation of the debt They are characterized by the distinct possibility that the Bank will sustain some loss if the deficiencies are not corrected

Doubtful (7) loans classified as doubtful have all the weaknesses inherent in those classified Substandard with the added characteristic that the weaknesses make collection or liquidation in full on the basis of current known facts conditions and values highly questionable and improbable

Risk characteristics applicable to each segment of the loan portfolio are described as follows

Residential 1 -4 Family The residential i -4 family real estate are generally secured by owner-occupied i -4 family residences Repayment of these loans is primarily dependent on the personal income and credit rating of the borrowers Credit risk in these loans can be impacted by economic conditions within the Banks market areas that might impact either property values or a borrowers personal income Risk is mitigated by the fact that the loans are of smaller individual amounts and spread over a large number of borrowers

Non-residential Real Estate Non-residential real estate loans typically involve larger principal amounts and repayment of these loans is generally dependent on the successful operations of the property securing the loan or the business conducted on the property securing the loan These loans are viewed primarily as cash flow loans and secondarily as loans secured by real estate Credit risk in these loans may be impacted by the creditworthiness of a borrower property values and the local economies in the Banks market areas

Construction and Land Development Real Estate Conshystruction and land development real estate loans are usually based upon estimates of costs and estimated value of the completed project and include independent appraisal reviews and a financial analysis of the developers and property owners Sources of repayment of these loans may include permanent loans sales of developed property or an interim loan commitment from the Bank until permanent financing is obtained These loans are considered to be higher risk than other real estate loans due to their ultimate repayment being sensitive to interest rate changes general economic conditions and the availability of long-term financing Credit risk in these loans may be impacted by the creditworthiness of a borrower property values and the local economies in the Banks market areas

Commercial The commercial portfolio includes loans to commercial customers for use in financing working capital needs equipment purchases and expansions The loans in this category are repaid primarily from the cash flow of a borrowers principal business operation Credit risk in these loans is driven by creditworthiness of a borrower and the economic conditions that impact the cash flow stability from business operations

Loans to individuals The consumer loan portfolio consists of various term and line of credit loans such as automobile loans and loans for other personal purposes Repayment for these types of loans will come from a borrowers income sources that are typically independent of the loan purpose Credit risk is driven by consumer economic factors (such as unemployment and general economic conditions in the Banks market area) and the creditworthiness of a borrower

Agricultural Production and Farmland Loans Agricultural production loans are generally comprised of seasonal operating lines to cash grain farmers to plant and harvest corn and soybeans and term loans to fund the purchase of equipment Farmland loans are primarily comprised of loans for the purchase of farmland Specific underwriting standards have been established for agricultural-related loans including the establishment of projections for each operating year base on industry developed estimates of farm input costs an expected commodity yields and prices Operating lines are typically written for one year and secured by the crop Loan-to-value ratios on Joans secured by farmland generally do not exceed 65 and have amortization periods limited to twenty-five years Federal government-assistance lending programs through the Farm Service Agency are used to mitigate the level of credit risk when deemed appropriate

Notes to Consolidated Financial Statements

The following table presents the credit risk profile of the Banks loan portfolio based on internal rating category and payment activity as of December 31 2014 and 2013 (Dollars in thousands)

Non Residential Residential Agricultural Loans-to

Construction Farmland Real Estate Real Estate Production Commercial Individuals Other

20 1 4 Loan Class Pass $ 1 1 274 $ 20488 $ 1 0941 2 $ 1 35059 $ 1 2530 $ 45386 $ 57280 $ 5738 Special mention 1 261 Substandard 2925 5879 1 1 79 554 Doubtful Total $ 1 4 1 99 $ 20488 $ 1 15291 $ 1 37499 $ 1 2530 $ 45940 $ 57280 $ 5738

201 3 Loan Class Pass $ 1 6327 $ 1 6505 $ 98646 $ 1 29428 $ 1 2 1 28 $ 38282 $ 42883 $ 6206 Special mention 892 5667 448 840 2503 Substandard 3471 560 5 138 488 Doubtful Total $ 1 9798 $ 1 7397 $ 1 04873 $ 1 3501 4 $ 1 2968 $ 41 273 $ 42883 $ 6206

The Bank evaluates the loan risk grading system definitions and allowance for loan loss methodology on an ongoing basis No significant changes were made to either during the past year

The accrual of interest on loans is discontinued at the time the loan is 90 days past due unless the credit is well-secured and in process of collection Past due status is based on contractual terms of the loan In all cases loans are placed on non-accrual or charged-off at the earlier date if collection of principal and interest is considered doubtful

All interest accrued but not collected for loans that are placed on non-accrual or charged-off is reversed against interest income The interest on these loans is accounted for on the cash-basis or cost-recovery method until qualifying for return to accrual Loans are returned to accrual status when all principal and interest amounts contractually due are brought current and future payments are reasonably assured

Notes to Consolidated Financial Statements

The following tables present the Corporation s loan portfolio aging analysis at December 31 (Dollars in thousands)

Non Residential Residential Agricultural Loans to

Construction Farmland Real Estate Real Estate Production Commercial Individuals Other Total

201 4 30-89 days past due $ $ $ 1 92 $ $ $ $ 707 $ 23 $ 922 90 days or greater

past due or nonaccrual 1 68 6327 551 92 2 7 140 Total past due and

nonaccrual 360 6327 551 799 25 8062 Current loans 1 4 1 99 20488 1 1 4931 1 31 1 72 1 2530 45389 56481 57 13 400903

Total loans receivable 1 4 1 99 20488 1 1 5291 1 37499 1 2530 45940 57280 5738 408965

Total loans 90 days or greater and accruing $ $ $ $ 571 1 $ $ $ 92 $ 2 $ 5805

2013 30-89 days past due $ $ $ 312 $ 57 $ $ $ 529 $ 28 $ 926 90 days or greater

past due or nonaccrual 770 4791 347 75 5983

Total past due and nonaccrual 1 082 4848 347 604 28 6909

Current loans 1 9798 1 7397 1 03791 1 301 66 1 2968 40926 42279 6 178 373503

Total loans receivable 1 9798 1 7397 1 04873 1 3501 4 1 2968 41273 42883 6206 38041 2

Total loans 90 days or greater and accruing $ $ $ 209 $ 3683 $ $ $ 75 $ $ 3977

A loan is considered impaired in accordance with the impairment accounting guidance (ASC 31 0-1 0-35-1 6) when based on current information and events it is probably the Corporation will be unable to collect all amounts due from the borrower in accordance with the contractual terms of the loan Impaired loans include non-performing commercial loans but also include loans modified in troubled debt restructurings where concessions have been granted to borrowers experiencing financial difficulties These concessions could include a reduction in the interest rate on the loan payment extensions forgiveness of principal forbearance or other actions intended to maximize collection

Included in certain loan categories in the impaired loans are troubled debt restructurings that were classified as impaired At December 31 201 4 and 201 3 the Corporation had $895 and $907 thousand respectively of commercial and non-residential real estate loans $76 and $76 thousand respectively in residential loans and $1 and $5 thousand respectively in consumer loans that were modified in troubled debt restructurings and impaired and that were performing in accordance with their modified terms

When economic concessions have been granted to borrowers who have experienced financial difficulties the loan is considered a troubled debt restructuring These concessions typically result from our loss mitigation activities and could include reductions in the interest rate payment extensions forgiveness of principal forbearance or other actions Troubled debt restructurings are considered impaired at the time of restructuring and typically are returned to accrual status after considering the borrowers sustained repayment performance as agreed for a reasonable period of at least six months or once the granted concessions have ended or are no longer applicable

As of December 31 201 4 and 201 3 the Bank had troubled debt restructurings all modification of payment terms with a recorded balance at original cost of $895 and $907 thousand respectively and consists of four commercial and non-residential real estate loans for both years which are all performing in accordance with the modified terms of the loan All four loans were added as troubled debt restructuring during the fourth quarter of 201 3 There was no difference between pre-modification and post-modification balances As of December 31 201 4 and 2013 the loans totaling $895 and $907 thousand respectively are on non-accrual and considered impaired by the Bank Based on the fair value of the collateral specific reserves required on the loans totaled $108 and $98 thousand as of December 31 201 4 and 2013 respectively During the years ended December 31 201 4 and 2013 there were no defaults of loans that had been modified as a troubled debt restructuring in the 1 2 month period prior to default

Notes to Consolidated Financial Statements I l l Loans cont

The following tables present the impaired loan balances (loans on non-accrual status) at December 31 (Dollars in thousands)

Non Residential Residential

Real Real Agricultural Loans to

Construction Farmland Estate Estate Production Commercial Individuals Other

20 1 4 Loans with out a specific

valuation al lowance Recorded balance $ $ $ 92 $ $ $ 487 $ $ Unpaid principal balance 92 487 Specific allowance Average investment in

impaired loans 278 4 1 99 1 02

Loans with a specific valuation al lowance

Recorded balance $ $ $ 76 $ 61 6 $ 63 Unpaid principal balance 76 61 6 63 Specific allowance 66 1 08 31 Average investment in

impaired loans 369 1 1 48 694

Total loans receivab l e Total Recorded balance $ $ $ 1 68 $ 61 6 $ $ 551 $ $ $ 1 335 Unpaid principal balance $ $ $ 1 68 $ 61 6 $ $ 551 $ $ $ 1 335 Specific allowance $ $ $ 66 $ 1 08 $ $ 31 $ $ $ 205 Average investment in

impaired Joans $ $ $ 648 $ 5346 $ $ 796 $ $ $ 6790

2013 Loans without a specific

valuation al lowance Recorded balance $ $ $ 299 $ 1 098 $ $ $ $ Unpaid principal balance 299 1 098 Specific allowance Average investment in

impaired loans 4037 280 5226 1 7 12

Loans with a specific valuation al lowance

Recorded balance $ $ $ 261 $ $ 347 Unpaid principal balance 261 347 Specific allowance 1 1 2 1 07 Average investment in

impaired loans 306 8201 530

Total loans receiva ble Total

Recorded balance $ $ $ 560 $ 1 098 $ $ 347 $ $ $ 2005 Unpaid principal balance $ $ $ 560 $ 1 098 $ $ 347 $ $ $ 2005 Specific allowance $ $ $ 1 1 2 $ $ $ 1 07 $ $ $ 219 Average investment in

impaired Joans $ 4037 $ $ 586 $1 3427 $ $ 2242 $ $ $ 20292

There was no Interest income recognized on a cash basis or accrual basis for 2014 or 2013 on impaired loans

Notes to Consolidated Financial Statements

Ill Loans cont

The following tables present the balance in the allowance for loan losses and the recorded investment in loans based on portfolio segment and impairment methods at December 31 (Dollars in thousands)

Non Residential Residential Agricultural Loans to Other

Construction Farmland Real Estate Real Estate Production Commercial Individuals Loans Unallocated Total

20 1 4 Allowance for loan losses Balance beginning of year $ 473 $ i 9 $ 700 $ i 32i $ i 4 $ 56i $ i 22 $ 30 $ - $ 3241 Provision charged to

expense (289) 68 762 (27) 2i (96) 699 2 i 2 i 351 Losses charged off (324) (i 79) (7i) (270) (i32) (971 Recoveries 34 49 i 3 i 8 i 55 23 29 Balance end of year $ 2i8 $ 87 $ i i 87 $ i i 28 $ 35 $ 4i 2 $ 706 $ i 33 $ - $ 3901

Ending balance individually evaluated for impairment $ $ $ 66 $ i 08 $ $ 3i $ $ $ - $ 20[

Ending balance collectively evaluated for impairment $ 2i 8 $ 87 $ i i 21 $ 1 020 $ 35 $ 381 $ 706 $ 1 33 $ - $ 370

Loans Ending balance $ 1 4 1 99 $20488 $1 1 5291 $ 1 37499 $ 1 2530 $45940 $ 57280 $ 5738 $ - $ 40896 Ending balance individually

evaluated for impairment $ $ $ i 68 $ 61 6 $ $ 551 $ $ $ - $ 1 33 Ending balance collectively

evaluated for impairment $14 i 99 $20488 $1 1 5 1 23 $ 1 36883 $ 1 2530 $45389 $57280 $ 5738 $ - $ 40763(

2013 Allowance for loan losses Balance beginning of year $ 243 $ 23 $ 848 $ 2040 $ 1 7 $ 456 $ 285 $ 7 $ 52 $ 397 Provision charged to

expense 230 (4) 378 1 077 (3) 630 (1 50) 1 37 (52) 224 Losses charged off (543) (i 830) (538) (203) (1 4 i ) (325t Recoveries 1 7 34 1 3 1 90 27 28

Balance end of year $ 473 $ 1 9 $ 700 $ i 32i $ i 4 $ 56i $ i 22 $ 30 $ - $ 324(

Ending balance individually evaluated for impairment $ $ $ 1 1 2 $ $ $ i 07 $ $ $ - $ 2if

Ending balance collectively evaluated for impairment $ 473 $ i 9 $ 588 $ 1 32i $ i 4 $ 454 $ i 22 $ 30 $ - $ 302middot

Loans Ending balance $i 9798 $1 7397 $i 04873 $ i 35014 $ 1 2968 $41 273 $ 42883 $ 6206 $ - $ 38041 Ending balance individually

evaluated for impairment $ $ $ 560 $ i 098 $ $ 347 $ $ $ - $ 200( Ending balance collectively

evaluated for impairment $i 9798 $ i 7397 $i 0431 3 $ i 339i 6 $ 1 2968 $40926 $42883 $ 6206 $ - $ 37840i

Notes to Consolidated Financial Statements

I I I Loans cont

Managements opinion as to the ultimate collectability of loans is subject to estimates regarding future cash flows from operations and the value of property real and personal pledged as collateral These estimates are affected by changing economic conditions and the economic prospects of borrowers

Allowance for Loan Losses The allowance for loan and lease losses (allowance) represents managements estimate of the reserve necessary to adequately account for probable losses that could ultimately be realized from current loan exposures In determining the adequacy of the allowshyance management relies predominately on a disciplined credit review and approval process The review process is directed by overall lending policy and is intended to identify at the earliest possible stage borrowers who might be facing financial difficulty

Loans for which it is probable that the Bank will not collect all principal and interest due according to the contractual terms are identishyfied as impaired The impairment for each applicable loan is quantified and specific loss exposures are allocated within the allowance Loans that are in non accrual status are generally considered impaired

A detailed analysis is performed on each loan that is not impaired but poses sufficient risk to warrant in-depth review These are loans that have been classified as substandard or are on the Banks internal watch list Due to the elevated risk inherent in these Joans management has determined that it is appropriate to quantify the potential loss within the pool of classified loans by estimating each loans collateral shortfall These collateral shortfall estimates are incorporated in the determination of the adequacy of the allowance

In estimating the risk of loss in the remaining portion of the loan portfolio identified as non-classified management establishes base Joss estimations which are derived from the historical Joss experience over the past three calendar years These base loss estimations are then adjusted after consideration ofnine different qualitative factors

Notes to Consolidated Financial Statements

IV Loan Servicing

Real estate loans serviced for others are not included in the accompanying consolidated balance sheets The risks inherent in mortgage servicing assets relate primarily to changes in prepayments that result from shifts in mortgage interest rates The unpaid principal balances of mortgage loans serviced for others was $3528 million and $3567 million at December 31 201 4 and 201 3 respectively The fair value of mortgage servicing rights at December 31 201 4 and 201 3 was approximately $31 million and $33 million respectively The fair value of servicing rights was determined using discount rates ranging from 950 to 1 000 percent and prepayment speeds principally ranging from 903 to 1 1 20 percent depending on the stratification of the specific right

The Corporation changed its method of amortizing mortgage servicing rights during 201 3 from the straight-line amortization method to a methodology based on anticipated prepayment assumptions Amortization expense for 2013 would have been $1 068 thousand if the straight-line method was used

Custodial escrow balances maintained in connection with the foregoing loan servicing and included in demand deposits were $37 million and $4 1 million at December 31 201 4 and 201 3 respectively

Following is a summary of the mortgage servicing rights capitalized and amortized (Dollars in thousands)

20 1 4 2013 2012

Balance beginning of year $ 2524 $ 21 83 $ 1 876 Mortgage servicing rights capitalized 331 847 1 31 9 Mortgage servicing rights amortized (408) 506) (1 01 2) Recorded balance end of year $ 2447 $ 2524 $ 21 83

Fair value end of year $ 31 38 $ 3273 $ 21 83

Notes to Consolidated Financial Statements

V Land Premises and Equipment

A summary of land premises and equipment by asset classification at December 31 is as follows (Dollars in thousands)

20 1 4 2013

Land $ 7895 $ 7895 Premises 1 7 697 1 8297 Furniture fixtures and equipment 7867 791 7 Vehicles 1 1 0 1 1 0

33569 34219 Accumulated depreciation (1 241 2) (1 2281) Land premises and equipment net $ 21 1 57 $ 21 938

Depreciation expense for the years ended December 31 201 4 201 3 and 201 2 was $1 4 million $1 4 million and $1 i million respectively Leasehold improvements are capitalized and depreciated using the straight-line method over the terms of the respective leases or the estimated useful lives of the improvements whichever is shorter Expected terms include lease option periods to the extent that the exercise of such options is reasonably assured

Pursuant to the terms of noncancelable lease agreements in effect at December 31 2014 pertwning to banking premises and equipment future minimum rent commitments under various operating leases are as follows for years ended December 31 (Dollars in thousands)

2015 2016 2017 201 8 2019 Thereafter Total

$ 303 $ 306 $ 1 91 $ 79 $ 79 $ 298 $ i 257

The leases contain options to extend for periods from five to 50 years The cost of exercising such options is not included above Total rent expense for the years ended December 31 201 4 201 3 and 201 2 amounted to approximately $336 $334 and $426 thousand respectively

Notes to Consolidated Financial Statements

VI Deposits

Time deposits greater than or equal to $100 thousand were $653 million and $723 million at December 31 201 4 and 201 3 respectively Interest expense on these deposits was $08 million $1 1 million and $1 4 million in 201 4 201 3 and 201 2 respectively

At December 31 2014 the scheduled maturities of time deposits are as follows (Dollars in thousands

2015 201 6 201 7 2018 2019 Total

$ 66577 $ 26867 $ 32074 $ 1 4084 $ 1 1 81 0 $ 1 51 41 2

Interest-bearing deposits at December 31 consist of the following (Dollars in thousands)

20 1 4

201 3

NOW and Money Market

$ 229355

$ 225263

Savings

$ 55301

$ 53326

Time $100000 and over

$ 65267

$ 72339

Time Other

$ 86145

$ 93065

Total

$ 436068

$ 443993

The aggregate amount of deposit overdrafts included in loans at December 31 201 4 and 201 3 was $244 and $1 91 thousand respectively

VII Borrowings

The Bank has the ability to borrow from the Federal Home Loan Bank with borrowings collateralized by first mortgage loans mulshytifamily and farmland loans under a blanket lien agreement in the amount of approximately $60 million Based on this collateral and the Banks holdings of FHLB stock the Bank is eligible to borrow up to approximately $38 million at year-end 201 4

During 201 2 and in conjunction with the purchase of 392663 treasury shares of stock the Corporation borrowed $6 million from a correspondent bank pursuant to a newly established line of credit The borrowings bear an interest rate equal to the lenders prime rate with a minimum rate of 325 At December 31 201 4 the rate was 325 and the balance outstanding was $36 million The Corporation was required to make quarterly interest-only payments on this line of credit through December 31 201 3 after which in addition to quarterly interest payments the Corporation must make equal annual principal payments of $1 2 million through December 31 201 7 when the line of credit matures There is no prepayment penalty associated with the borrowing should the Corporation decide to repay the debt prior to maturity

As of December 31 201 4 the Bank was not in compliance with one of the note covenants relating to annual return on assets The note contains certain covenants including financial covenants for the Bank which must be met at all times Should the Corporation or the Bank be found not compliant with them during the term of the note there are remedies the issuing financial institution shall have the right to enforce including that the note could become immediately due and payable The issuing financial institution has approved the noncompliance for the fourth quarter ended December 31 201 4

Notes to Consolidated Financial Statements

VI II I n come Taxes

Income taxes reflected in the consolidated statements of operations consist of the following (Dollars in thousands)

20 1 4 2013 Current payable

Federal $ 30 $ 96 State 80

Deferred tax benefit 60 1 96 Income tax expense $ 90 $ 372

The Corporations income tax expense beneflt) differed from the federal statutory rate of 34 as indicated in the following analysis

(Dollars in thousands)

20 1 4 2013

Tax based on statutory rate $ 388 $ 458 State taxes net of federal tax benefit (1 06) 53 Effect of tax-exempt income (31 0) (276) Other net 1 1 8 1 37 Income tax expense $ 90 $ 372

The Corporation has the following deferred tax assets and liabilities at December 31 (Dollars in thousands)

Deferred tax assets Deferred tax liabilities

Net deferred tax assets

20 1 4

$ 31 07 (2782)

$ 325

2013

$ 2982 (2637)

$ 345

2012

$ 1 234 727 (68)

$ 1 893

2012

$ 1 875 390 (31 4)

(58) $ 1 893

The components of deferred income taxes were principally related to the allowance for loan losses other real estate owned write-downs differences in amortization of core deposit intangible assets depreciation and mortgage servicing rights Deferred tax liabilities related to unrealized losses and gains on securities available for sale are $260 and $296 thousand at December 31 201 4 and 201 3 respectively

The Corporation files income tax returns in the US federal jurisdiction and the State of Illinois The Corporation is no longer subject to US federal or state income tax examination by tax authorities for years before 201 1

Notes to Consolidated Financial Statements

IX Employee Benefits

Substantially all employees are covered by a profit sharing plan The contribution determined in accordance with the provisions of the plan was $i 72 thousand $i 23 thousand and $207 thousand in 20i 4 20i 3 and 20i 2 respectively

Under the Corporations Employee Stock Option Plan the Corporation may grant options to its key employees for up to 1 00000 shares of common stock The exercise price of each option equals the market price of the Corporations stock on the date of grant and the options maximum term is ten years The vesting period is three years from the date of grant GAAP provisions require that compensation cost relating to share-based payment transactions be recognized in the financial statements with measurement based upon the fair value of the equity or liability instruments issued For the year ended December 3i 20i 2 the Corporation recognized $i i 3 thousand in compensation expense for stock options For the year ended December 3i 20i 3 the Corporation recognized $97 thousand in compensation expense for stock options For the year ended December 3i 20i 4 the Corporation recognized no compensation expense for stock options

The activity in the plan is summarized as follows

Outstanding at beginning of year Granted Exercised Forfeitedexpired Outstanding at end of year

Options exercisable at year-end

Non-vested options beginning of year Granted Vested Forfeitedexpired Non-vested options at year end

Shares

85998

(i 000)

84998

84998

20 1 4

Weighted Weighted Average Average

Exercise Price Contractual Term

$ 4762

3200

$ 4748

$ 4748

2 0 1 4

Number of Shares

8333

(8333)

(in years)

35

35

Weighted Average

Grant Date Fair Value

$ 3200

3200

$

2013

Weighted Weighted Shares Average Average

Exercise Price Contractual Term (in years)

88998 $ 4709

(667) 3200 (2333) 3747

85998 $ 4762 48

77665 $ 4929 4i

2013

Weighted

Number of Average

Grant Date Shares Fair Val u e

i 9333 $ 3200

(i 1 000) 3200

8333 $ 3200

The fair value of each option is estimated using Black-Scholes option-pricing model which requires the use of subjective valuation assumptions The expected volatility is based on historical volatility of the Corporations stock price The risk-free interest rates for periods within the contractual life of the awards are based on the US Treasury yield curve in effect at the time of the grant The expected life is based on historical exercise experience The dividend yield assumption is based on the Corporations history and expectation of dividend payouts There were no options granted in 20i 3 or 20i 4

At December Si 20i 4 there was no unrecognized cost related to non-vested stock options granted under the Employee Stock Option Plan

Notes to Consolidated Financial Statements

IX Emp loyee Benefits cont

The following table summarizes restricted stock activity

20 1 4 2013

Weighted Average Weighted Average Number of Grant Date Number of Grant Date

Shares Fair Value Shares Fair Value

Balance beginning of year 8959 $ 4000 $ Granted 8959 4000 Forfeited (888) 4000 Earned and issued (2250) 4000 Balance end of period 5821 $ 4000 8959 $ 4000

The fair value of the restricted stock awards is amortized to compensation expense over the vesting period (forty months) and is based on the market price of the Corporations common stock at the date of grant multiplied by the number of shares granted that are expected to vest At the date of grant the par value of the shares granted was recorded in equity as a credit to common stock and a debit to paid-in capital The weighted-average grant date fair value of restricted stock granted during the year ended December 31 201 4 was $4000 per share or $358 thousand Stock-based compensation expense for restricted stock for the year ended December 31 201 3 was $90 thousand Stock-based compensation expense for restricted stock during the year ended December 31 201 4 was $1 29 thousand Unrecognized compensation expense for non-vested restricted stock awards was $139 thousand and is expected to be recognized over a weighted average period of 34 months

X Related Party Transactions

The Bank has entered into transactions with certain directors executive officers significant stockholders and their affiliates or associshyates (related parties) Such transactions were made in the ordinary course of business on substantially the same terms and conditions including interest rate and collateral as those prevailing at the same tirne for comparable transactions with other customers and did not in the opinion of management involve more than normal credit risk or present other unfavorable features

Annual loan activity consisted of the following (Dollars in thousands

20 1 4 2013

Beginning balance $ 1 1 29 $ 1 1 63 New Joansadvances 1 94 46 Repayments (245) (80) Ending balance $ 1 078 $ 1 1 29

Deposits from related parties held by the Bank at December 31 201 4 and 201 3 amounted to $32 million and $37 million respectively

middot middot

XI Commitments and Contingencies

In the normal course of business the Bank makes various commitments and incurs certain contingent liabilities that are not reflected in the accompanying consolidated financial statements The credit risk associated with loan commitments and standby letters of credit is essentially the same as that involved with extending Joans to customers and is subject to the Banks credit policies Collateral or other security is normally not obtained for these financial instruments prior to their use and many of the commitments are expected to expire without being used

The following commitments existed at December 31 (Dollars in thousands

20 1 4 2013

Commitments to extend credit Fixed $ 33441 $ 26551 Variable 25597 24400

Standby letters of credit $ 483 $ 21 1

Notes to Consolidated Financial Statements

XII Reg u l atory M atters

The Bank is required to maintain average reserve balances with the Federal Reserve Bank based upon deposit levels and other facshytors The amount of those reserve balances for the years ended December Si 20i 4 and 20i 3 was approximately $i 00 thousand

Dividends are paid by the Corporation from its funds which are mainly provided by dividends from the Bank However national banking regulations and capital guidelines limit the amount of dividends that may be paid by banks

Banks and bank holding companies are subject to regulatory capital requirements administered by federal banking agencies Capital adequacy guidelines and additionally for banks prompt corrective action regulations involve quantitative measures of assets liabilities and certain off-balance-sheet items calculated under regulatory accounting practices Capital amounts and classificashytions are also subject to qualitative judgements by regulators Failure to meet capital requirements can initiate regulatory action Prompt corrective action provisions are not applicable to bank holding companies Furthermore the Banks regulators could require adjustments to regulatory capital not reflected in the financial statements

Prompt corrective action regulations provide five classifications well capitalized adequately capitalized undercapitalized significantly undercapitalized and critically undercapitalized although these terms are not used to represent overall financial condition If undershycapitalized capital distributions are limited as is asset growth and expansion and capital restoration plans are required

At December 3i 20i 4 the most recent notification from the Banks and Corporations regulator categorized the Bank as well capitalshyized under the regulatory framework for prompt corrective action To be categorized as well capitalized an institution must maintain minimum total risk-based Tier i risk-based and Tier i leverage ratios as set forth in the following tables There are no conditions or events since the notification that management believes have changed the Banks category The Banks and the consolidated Corporations actual capital amounts and ratios at December Si are presented in the table

Actual and required capital amounts and ratios are presented below at year-end (Dollars in thousands)

Minimum Minimum To Be For Capital Well-Capitalized

Actual Adequacy Purposes Under Bank Regulatory Capital Requirements

Amount Ratio Amount Ratio Amount Ratio 20 1 4 Total capital to risk weighted assets

Consolidated $ 56026 i 249 $ 35885 800 NIA NIA Bank 58957 i S i5 S5867 800 $ 448S4 i 000

Tier i (core) capital to risk weighted assets Consolidated 52i 2i i i 62 i 7942 400 NIA NIA Bank 55052 i 228 i 79S2 400 26898 600

Tier i (core) capital to average assets Consolidated 52 1 21 809 25768 400 NIA NIA Bank 55052 855 25908 400 S2i 94 500

20i3 Total capital to risk weighted assets

Consolidated $ 54577 i 289 $ S5995 800 NIA NIA Bank 56952 1S53 SS675 800 $ 42093 1 000

Tier 1 (core) capital to risk weighted assets Consolidated 5i S37 1 2 1 3 1 5931 400 NIA NIA Bank 5371 2 1 276 i 6838 400 25256 600

Tier 1 (core) capital to average assets Consolidated 5i 3S7 804 25306 400 NIA NIA Bank 537i 2 842 25675 400 31 895 500

Notes to Consolidated Financial Statements

XII I Earnings Per Share

The factors used in the earnings per share computation are as follows (Dollars in thousands except per share data)

20 1 4 2013 2012

Income Weighted- Per Share Income Weighted- Per Share Income Weighted- Per Share Average Amount Average Amount Average Amount Shares Shares Shares

Basic earnings per share Net income $ 1 050 1 048g23 $ 1 00 $ 976 1 043765 $ 94 $ 3622 1 352929 $ 268 Effect of assumed exercise

of stock options and restricted stock awards 1 831 9786 NIA

Diluted earnings per share Net income $ 1 050 1 050754 $ 1 00 $ 976 1 053551 $ 93 $ 3622 1 352g2g $ 268

Options to purchase 68500 68500 and 88998 shares of common stock were outstanding at December 31 201 4 201 3 and 201 2 but were not included in the computation of diluted EPS because the options exercise price was greater than the average market price of the common shares for each period

Notes to Consolidated Financial Statements

XIV Fair Val u e Measurements

ASC Topic 820 Fair Value Measurements defines fair value as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market parshyticipants at the measurement date Topic 820 also specifies a fair value hierarchy which requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value The standard describes three levels of inputs that may be used to measure fair value

Level i Quoted prices in active markets for identical assets Level 2 Observable inputs other than Level i prices such

as quoted prices for similar assets quoted prices in markets that are not active or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities

Level 3 Unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets

Following is a description of the valuation methodologies and inputs used for assets and liabilities measured at fair value on a recurring basis and recognized in the accompanying balance sheets as well as the general classification of such assets and liabilities pursuant to the valuation hierarchy

Securities Available for Sale

Securities classified as available for sale are reported at fairvalue utilizing Level 2 inputs Except for equity securities unadjusted quoted prices in active markets for identical assets are utilized to determine fair value at the measurement date which are conshysidered Level i inputs For all other securities the Corporation obtains fair value measurements from an independent pricing sershyvice The fair value measurements consider observable data that may include dealer quotes market spreads cash flows the US Treasuryyield curve live trading levels trade execution data market consensus prepayment speeds credit information and the bonds terms and conditions among other things

Certain financial assets and financial liabilities are measured at fair value on a nonrecurring basis that is the instruments are not measured at fair value on an ongoing basis but are subject to fair value adjustments in certain circumstances (for example when there is evidence of impairment) At December 3i 20i 3 other real estate owned measured at fair value was $7 5 million using a combination of observable inputs including recent appraisshyals and unobservable inputs based on customized discounting criteria Due to the significance of the unobservable inputs all other real estate owned fair values have been classified as Level 3 Rnancial assets and financial liabilities excluding impaired Joans measured at fair value on a nonrecurring basis were not significant at December 31 201 4 and 2013

The following tables summarize financial assets measured at fair value at December 31 segregated by the level of the valuation inputs within the fair value hierarchy utilized to measure fair value (Dollars in thousands)

Level 1 Level 2 Level 3 Total 20 1 4 Inputs Inputs Inputs Fair Value Recurring

$ Equity securities $ 456 $ $ 456 Securities available for sale $ $ i 27768 $ $ 1 27768

Nonrecurring $ Impaired Joans $ $ 1 069 $ 1 069

other real estate owned $ $ $ 3375 $ 3375

201 3 Recurring

$ $ Equity securities $ 2405 $ 2405 Securities available for sale $ $ i 4706i $ $ 1 4706i

Nonrecurring $ Impaired loans $ $ 91 6 $ 9 1 6

Other real estate owned $ $ $ 832 $ 832

Notes to Consolidated Financial Statements

XI Fair Value of Financial Instruments

The canying amount and fair value of the Corporations other financial instruments at December 31 are set forth below (Dollars in thousands)

Financial assets Cash and cash equivalents Restricted stock -Loans held for sale Loans net Accrued interest receivable

Financial liabilities Deposits Other borrowings Accrued interest payable

Commitments to orginate loans

Letters of credit

Lines of credit

Forward sale commitments

Carrying Amount

$ 2671 5 1 647 2432

405059 3369

$ 548940 3600

52

2014 201 3

Fair Value Carrying Amount

$ 2671 5 $ 36838 1 647 1 494 2432 5902

405027 377172 3369 2820

$ 51 3334 $ 549645 3600 4800

52 66

Fair Value

$ 36838 1 494 5902

377166 2820

$ 502487 4800

66

Notes to Consolidated Financial Statements

XV Fair Val u e of Financial Instrum ents cont

Nonrecurring Measurements Following is a description of the valuation methodologies and inputs used for assets measured at fair value on a nonrecurring basis and recognized in the accompanying balance sheets as well as the general classification of such assets pursuant to the valuation hierarchy For assets classified within Level 3 of the fair value hierarchy the process used to develop the reported fair value is described below

Other Real Estate Owned Other real estate owned (OREO) is carried at fair value Jess estimated cost to sell when the real estate is acquired Estimated fair value of OREO is based on appraisals or evaluations OREO is classified within Level 3 of the fair value hierarchy

Appraisals of OREO are obtained when the real estate is acquired and subsequently as deemed necessary by the Banks manageshyment Appraisals are reviewed for accuracy and consistency by the Bank Appraisers are selected from the list of approved appraisers maintained by management

Collateral-dependent Impaired Loans Net of ALLL The estimated fair value of collateral-dependent impaired Joans is based on the appraised fair value of the collateral Jess estimated cost to sell Collateral-dependent impaired Joans are classified within Level 3 of the fair value hierarchy

The Bank considers the appraisal or evaluation as the starting point for determining fair value and then considers other factors and events in the environment that may affect the fair value Appraisals of the collateral underlying collateral-dependent Joans are obtained when the loan is determined to be collateral-dependent and subsequently as deemed necessary by the Banks management Appraisals are reviewed for accuracy and consistency by the Bank Appraisers are selected from the list of approved appraisers mainshytained by management The appraised values are reduced by discounts to consider lack of marketability and estimated cost to sell if repayment or satisfaction of the Joan is dependent on the sale of the collateral These discounts and estimates are developed by the credit department by comparison to historical results

Notes to Consolidated Financial Statements

XV Fair Val ue of Financial Instruments cont

Unobservable (Level 3) Inputs The following table presents quantitahve information about unobservable inputs used in recurring and nonrecurring Level s fair value measurements other than goodwill (Dollars in thousands)

Other real estate owned

middot Collateral-dependent impaired loans

Other real estate owned

Collateral-dependent impaired loans

Fair Value at 123 114

$ 3375

$ 1 069

Fair Value at 123113

$ 832

$ 91 6

Sensitivity of Significant U nobservable Inputs The following is a discussion of the sensitivity of significant unobshyservable inputs the interrelationships between those inputs and other unobservable inputs used in recurring fair value measureshyment and of how those inputs might magnify or mitigate the effect of changes in the unobservable inputs on the fair value measurement

The following follows the Fair value table The following methods were used to estimate the fair value of all other financial instruments recognized in the accompanying balshyance sheet at amounts other than fair value

Cash and Cash Equivalents The carrying amount approximates fair value

Loans Held For Sale The carrying amount approximates fair value due to the insigshynificant time between origination and date of sale The carrying amount is the amount funded and accrued interest

Loans

Fair value is estimated by discounting the future cash flows using the market rates at which similar notes would be made to borshyrowers with similar credit ratings and for the same remaining maturities The market rates used are based on current rates the Bank would impose for similar loans and reflect a market parshyticipant assumption about risks associated with nonperformance illiquidity and the structure and term of the loans along with local economic and market conditions

Restricted Stock Fair value is estimated at book value due to restrictions that limit the sale or transfer of such securities

Valuation Unobservable Range Technique Inputs (Weighted

Market comparable Comparability Average)

properties adjustments () Not available

Market comparable Marketability properties discount 1 0 - 1 5 (1 2)

Valuation U nobservable Range Technique Inputs (Weighted

Market comparable Comparability Average)

properties adjustments () Not available

Market comparable Marketability properties discount 1 0 - 1 5 (1 2)

Accrued Interest Receivable and Payable

The carrying amount approximates fair value The carrying amount is determined using the interest rate balance and last payment date

Deposits and Other Borrowings Fair value of term deposits is estimated by discounting the future cash flows using rates of similar deposits with similar maturities The market rates used were obtained from a knowledgeable independent third party and reviewed by the Corporation The rates were the average of current rates offered by local competishytors of the bank subsidiaries

The estimated fair value of demand NOW savings money marshyket deposits and other borrowings is the book value since rates are regularly adjusted to market rates and amounts are payable on demand at the reporting date

Commitments to Originate Loans Forward Sale Commitments Letters of Credit and Lines of Credit The fair value of commitments to originate loans is estimated using the fees currently charged to enter into similar agreements taking into account the remaining terms of the agreements and the present creditworthiness of the counterparties For fixedshyrate loan commitments fair value also considers the difference between current levels of interest rates and the committed rates

The fair value of commitments to sell securities is estimated based on current market prices for securities of similar terms and credit quality

The fair values of letters of credit and lines of credit are based on fees currently charged for similar agreements or on the estimated cost to terminate or otherwise settle the obligations with the counterparties at the reporting date

Notes to Consolidated Financial Statements

XVI Accumul ated Comprehensive Income (Loss)

The components of accumulated other comprehensive income loss) included in stockholders equity are as follows (Dollars in thousands)

Net unrealized gains (Joss) on available for sale securities Tax effect Net-of-tax amount

20 1 4

$ 766 (260)

$ 506

2013

$ (871) 296

$ (575)

Amounts reclassified from accumulated other comprehensive income and the affected line items in the statements of income during the years ended December 31 were as follows

Affected line item in 20 1 4 2013 2012 the statements of

income

Net realized gains of Unrealized gains on securities available for sale $ 368 $ 434 $ 2084 sales of available for-sale

securities

Tax effect (1 26) (i 48) (709) Income taxes Total reclassification out of accumulated other comprehensive income $ 242 $ 286 $ 1 375 Net reclassified

amount

XVII Goodwill and Acquired Intangible Assets

The Corporations goodwill and intangible assets are as follows There was no Impairment of goodwill or intangible assets in 2014 or 2013 (Dollars in thousands)

20 1 4 2013

Goodwill $ 3265 $ 3265 Core deposit intangibles $ 1 805 $ 1 805 Non-compete agreement 375 375 Intangible assets 21 80 2 180 Less accumulated amortization 2 180 2090

Total intangible assets $ $ 90

Aggregate amortization expense for years ended December 31 2014 201 3 and 201 2 was $90 $181 and $1 80 thousand respectively

XVI II Subsequent Events

Management evaluated subsequent events through February 27 201 5 the date the consolidated financial statements were available to be issued Events or transactions occurring after December 31 2014 but prior to February 27 2015 that provided additional evidence about conditions that existed at December 31 2014 have been recognized in the consolidated financial statements for the year ended December 31 2014 Events or transactions that provided evidence about conditions that did not exist at December 31 201 4 but arose before the consolidated financial statements were available to be issued have not been recognized in the consolidated financial statements for the year ended December 31 2014

This information is an Integral part of the accompanying consolidated financial statements

Independent Auditors Report

CPAs amp Advisors

Board of Directors

NI Bancshares Corporation

Sycamore Illinois

We have audited the accompanying consolidated financial statements of NI Bancshares Corporation which comprise

the consolidated balance sheets as of December 3 1 2014 and 2013 and the related consolidated statements of income

comprehensive income (loss) stockholders equity and cash flows for the years ended December 3 1 2014 2013 and 2012 and the related notes to the consolidated financial statements

Managements Responsibility for the Financial Statements

Management is responsible for the preparation and fair presentation of these consolidated financial statements in accordance

with accounting principles generally accepted in the United States of America this includes the design implementation and

maintenance of internal control relevant to the preparation and fair presentation of consolidated financial statements that are

free from material misstatement whether due to fraud or error

Auditors Responsibility

Our responsibility is to express an opinion on these consolidated financial statements based on our audits We conducted our

audits in accordance with auditing standards generally accepted in the United States of America Those standards require that

we plan and perform the audit to obtain reasonable assurance about whether the consolidated financial statements are free from material misstatement

An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the consolidated

financial statements The procedures selected depend on the auditors judgment including the assessment of the risks of material misstatement of the consolidated financial statements whether due to fraud or error In making those risk

assessments the auditor considers internal control relevant to the Corporations preparation and fair presentation of the

consolidated financial statements in order to design audit procedures that are appropriate in the circumstances but not for

the purpose of expressing an opinion on the effectiveness of the Corporations internal control Accordingly we express no

such opinion An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of

significant accounting estimates made by management as well as evaluating the overall presentation of the consolidated

financial statements

We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion

Opinion In our opinion the consolidated financial statements referred to above present fairly in all material respects the financial position of NI Bancshares Corporation as of December 3 1 2014 and 2013 and the results of its operations and cash flows

for the years ended December 3 1 2014 2013 and 2012 in accordance with accounting principles generally accepted in the United States of America

Decatur Illinois February 27 2015

PRESID ENT I CEO Michael A Cullen

BUSI NESS BANKING Charles C Kaiser Senior Vice President - Business Banking

Michael A Hawley Senior Vice President - Senior Commercial Loan Officer

Grant M Goltz Vice President - Commercial Loan Officer

Lucas G Goucher Vice President - Commercial Loan Officer

Nicholas D Lee Vlce President - Commercial Loan Officer

Robert W Mason Vice President - Commercial Loan Officer

Timothy J Meyer Vice President - Commercial Loan Officer

Sheela Prahlad Vice President - Commercial Loan Officer

CREDIT D EPARTMENT

Karen A Kuppler Senior Vice President - Chief Credit Officer

Gerald W Brantner Vice President - Senior Collector

CONSUM ER BANKING RESIDENTIAL LENDING ORIGINATION

Mark R ODell Vice President - Senior Retail Loan Officer

CONS U M ER BANKING Bradley V Brown Senior Vice President - Consumer Banking (Security Officer)

Terrence M Duffy Senior Vice President - Consumer Banking Division Manager

Ishmael M McGhee Vice President - Consumer Banking Division Manager

Frank P Turza Vice President - Consumer Banking Division Manager

Directory of NBamp T

TRUST D EPARTMENT R David Van Buren Senior Vice President - Trust amp Investments

Stephen J Colianni Vice President -Trust Investment Officer

Stephen G Corcoran Vice President - Employee Benefits Manager

Karen J Daleo Vice President - Trust Tax Manager amp Assistant Secretary

James J Dombek Vice President - Personal Trust Manager amp Secretary

Kathryn J Johnson Vice President -Trust Administrator

Thomas M Sullivan Vice President - Trust Administrator

Carolyn S Swafford Vice President - Trust Administrator

FAR M SERVIC E DEPARTM ENT Scott R Pumroy Vice President - Farm Service Department Manager

OPERATIONS D EPARTMENT

Michelle R Carlson Vice President - Operations

Hien Van Do Vice President - Core Banking Systems Administrator

ACCOUNTING DEPARTM ENT David N McCoy Senior Vice President - Chief Financial Officer

BRAND amp MARKETING Tami J Armstrong Vice President - Brand amp Marketing

H U MAN RESOU RCES Samantha J Dailey Vice President - Human Resources

AUDITING DEPARTMENT Sarah M Taylor Vice President - Internal Audit

EXHIBIT 2A

NI BANCSHARES CORPORATIONS ORGANIZATIONAL CHART

NI BANCSHARES CORPORATIO N

230 W STATE ST SYCAMORE IL 601 78

State of Incorporation = Delaware

1 00

THE NATIONAL BAN K amp TRUST COMPANY OF SYCAMORE

230 W STATE ST SYCAMOR_E IL 601 78

hsults A list of branches for your depostorv nstftution NATIONAL BANK amp TRUST COMPANY OF SYCAMOftE THE (ID_RSSO 534345)

This depository fnstltutlon fs held by NI BANCSHARES CORPORATION (1827893) of SYCAMORE IL

The data are as of 12312014 Data reflects Information that was received and procMsed through 01072JJ1S

Reconciliation and YerfCtton Steps

1 In the Data Action column of each brmch row enter one or more of the actions specifild hilow 2 If required enter the date In the Effective te column

Actions

OK If the branch Information Is COfTect enter OK in the Data Action column

Chan1e If the branch Information Is incorrlCt or Incomplete revrse the data enter Change In the Data Action column and the date when this lnformaUon first beame valid Jn the Etfedive Oatbull column

Cose If a branch llsted was sold or closed enter dose In the Data Action column and thl ule or closure date In the Effective Date column Delete If a branch listed was never owned by th(s depository Institution enter Delltl In thl Oatbull Action column

Add lfa reportable branch Is missing Insert a row add the branch data and enter Add in thl Data Action column and the opening or acquisition date In the Effective Date laquo)lumn

If printing this lrst you may need to adjust your page setup in MS Excel Try uslng landscape orientation p1ae scaling andor liegal sl1ed pa pier

Submission Procedure

When you a finiihed send a savied copy to your FRB contact See the det1iled lmtructions on this site for more Information

If vou are ie-malllng this to your FRB contAct put your Institution name dtyand state In thie subjtct line of the e-mail

Note To satisfy the FR YmiddotlO portln1 rirements you must also submit FR Ymiddot10 Oomes-tic Branch Schedules for each bninch with a Ot Attlon of nae Close Deletl or Add

The FR fmiddotlO rieport may be submitted in a hardcopy format or via the FR Y-10 Online application middot httpsylOonlinefederalreservegov

bull FDIC UNINUM Office Number and ID_RSSD columns are for reference only Verification of these values Is not required

- Effecdw Ote Branch Service Type Bnnch ID Rssobull Popular Name Street Address City NATIONAL BANK amp TRUST COMPANY Of

OK Fun servlCI (Head Offitt) 53045 SYCAMORE THE 230 WEST STATE STREET SYCAMORE

OK Full Service 3310232 2290 SYCAMORE ROAD OfFICE 2290 SYCAMORE ROAD DEKALB

OK Full lce 3735255 BANCO NBampT BRANCH 1029 PLEASANT STREET DEKALB

OK Fullservice 354132 NSampT SQUARE BRANCH 130 WEST LINCOLN HIGHWAY DEKAlB

OK Full Service 3735246 ELBURN BRANCH 930 NORTH MAJN STREET ELBURN

OK Full Service 3310241 GENOA BRANCH 601 PEARSON DRIVE GfNOA

OK Full service 2192507 200 NORTH MAIN STREET OfFICE 200 NORTH MAIN STREET UtANO

OK full Service 4394873 SANDWlCH BRANCH 321 E OIURCH STREET SANDWlCH

OK Fullice 2D8577S SERENA BRANCH US HIGHWAY 52 SOMONAUK ROAD SERENA

OK Full Service 2431457 1425 DEKAl8 AVENUE BRANCH 1425 DEKALB AVENUE SYCAMORE

St1te

IL

IL

IL

IL

IL

IL

IL

IL

IL

IL

Zip Code Countv

60178 DEKALB

60US DEKALB

60115 DEKALB

60U5 DEKALB

60119 KANE

60135 DEKALB

60531 IASAllE

60548 DEKALB

60549 LA SAUE

60178 DEKALB

Country FDIC UNINUMbull Office Numberbull Hbullad Office Head Office ID_RSSD Comments

NATIONAL BANK amp TRUST COMPANY Of

UNITED STATES 6414 0 SYCAMORE THE 534345 NATIONAL BANK amp TRUST COMPANY OF

UNITED STATES 221714 2 SYCAMORE THE 534345 NATIONAL BANK amp TRUST COMPANY Of

UNITpound0 STATES 475977 9 SYCAMORE THE 534345

NATIONAL BANK amp TRUST COMPANY OF

UNITED STATES 10484 5 SYCAMORE THE 534345 NATIONAL BANK amp TRUST COMPANY OF

UNITED SfATES 475976 8 SYCAMORE THE 534345

NATIONAL BANK amp TRUST COMPANY OF

UNITED STATES 424666 4 SYCAMORE THE 534345 NATIONAL BANK amp TRUST COMPANY OF

UNITED STATES 237859 7 SYCAMOftE THE 534345 NATIONAL BANK amp TRUST COMPANY Of

UNITED STAttS 530108 10 SYCAMORE THE 534345 NATIONAL BANK amp TRUST COMPANY Of

UNITED STATES 2318S8 6 SYCAMORE THE 534345 NATIONAL BANK amp TRUST COMPANY OF

UN ITED STATES 264332 1 SYCAMORE THE 534345

Re ort Item 3 Securities Holders

FR Y-6

NI Bancshares Corporation

Sycamore IL

Fiscal Year Ending December 3 1 201 4

Current Securities Holders with ownership control or holdings of 5 or more with power to vote as-of fiscal year end

Securities Holders not listed in 3(1 )(a) through (3)(1 )(c) that had

ownership control or holdings of 5 or more with power to vote

during the fiscal year

(1 )(a)

Name amp Address (City

State Country)

James W Dutton

Tulsa OK USA

Jane Danielson

Freeport ME USA

Anne Pick

St Paul MN USA

(1 )(b)

Country of

Citizenship or

Incorporation

USA

USA

USA

(1 )(c) Number and

Percentage of Each

Class of Voting

Securities

62324 shares 594

84563 shares 806

88480 shares 843

(2)(a) (2)(b)

Country of

Name amp Address Citizenship or

(City State Country) Incorporation

(2)(c) Number and

Percentage of Each

Class of Voting

Securities

FA Y--6

NI Bancshares Corporation Sycamore ll

Ascal Year Ending December 311 2014

(1) (2) (3)(bull) (3)(b) (3)(o) (4)(bull) (4)(b) (4)(o) Percentage of List names of other companies

Percentage of Voting Securities Includeamp partnerships) If 25 or more Voting Securities ln Subsidiaries of voting securftles are held (list

Names amp Address Principal Occupation II other than Title amp Position with Title amp Position with Subsidiaries Title amp Position with Other Businesses Jn Holding (Include names names ol companies and percentage of

(City State Country) with Holding Company Holding Company (Include names of subsidiaries) (Include names ol other businesses) Company of subsidiaries) voting securltles held)

Michael A Cullen NIA Director President amp CEO Director President amp CEO NIA 018 None NIA Sycamore IL USA The National Bank amp Trust

Company of Sycamore

Richard N Anderson President - Anderson Director Director President 159 None Anderson Funeral Home Ltd (100) DeKalb JL USA Funeral Home Ltd The Natrona[ Bank amp Trust Anderson Funeral Home Ltd

Company of Sycamore

John H Boles NIA Director Retired Trust Officer NIA 149 None NIA Sycamore IL USA The National Bank amp Trust

Company of Sycamore

Evelina J Cichy Retired Vice President of Instruction Director Director NA 015 None NIA DeKalb IL USA Klshwaukee College The Natrona Bank amp Trust

Company of Sycamore

James W Dutton CFO Macrosolva lnc Chairman of the Board Chairman of the Board CFO Macrosolve lnc 594 None NIA Tulsa OK USA The Natonal Bank amp Trust

Company of Sycamore

Robert B Johnson Partner - Johnson Farms Director Director Partner 063 None Johnson Farms (40) DeKalb IL USA The National Bank amp Trust Johnson Farms

Company of Sycamore

Robert C Johnson NIA Director Director NIA 034 None NIA DeKalb IL USA The National Bank amp Trust

Company of Sycamore

Kevin P Poorten President amp CEO - Kish Health Syse Director Director NA 005 None NIA DeKalb IL USA The National Bank amp Trust

Company of Sycamore

Douglas C Roberts Private Investor Director Director PresidentmiddotZea mays Holdings LLC 382 None Zea mays Holdngs LLC (100) Sycamore IL USA The National Bank amp Trust

Company of Sycamore

Tmothy P Suter President amp CEO - Suter Company Director Director NA 002 None NIA Sycamore IL USA The Natlonal Bank amp Trust

Company of Sycamore

Report lem 4 Insiders -PAGE 2 of 2

Tami Armstrong NIA NIA VP Brand amp Marketng NIA 0005 None NIA Sycamore IL USA The Natonal Bank amp Trust

Company of Sycamore

Bradley V Brown NIA NIA SVP Consumer Banking NIA 0004 None NIA DeKalb IL USA The Natlonal Bank amp Trust

Company of Sy9amore

Michelle Carlson NIA NIA VP Operallons NIA 0004 None NIA SuQar Grove IL USA The National Bank amp Trust

Company of Sycamore

Sa_111antha J Dalley NIA NIA VP Human Resources NIA 0003 None NIA Sycamore IL USA The National Bank amp Trust

Company of Sycamore

James Dombek NIA NIA VP Personal Trust Manager NIA 0002 None NIA Sycamore IL USA The National Bank amp Trust

Company of Sycamore

Michael Hawley Geneva IL USA NIA NIA Sr VP Sr Commercial Loan Officer NIA 0005 None NIA

The Natfonal Bank amp Trust Company of Sycamore

Charles C Kaiser NIA NIA Sr VP Senior Lending Officer NIA 0007 None NIA Sycamore IL USA The National Bank amp Trust

Company of Sycamore

Karen Kupper NIA NIA SVP Chief Credit Offcer NIA 0003 None NIA Hinkley IL USA The Natonal Bank amp Trust

Company of Sycamore

Davld N McCoy NIA Treasurer SVP Chief Flnanclitl Officer NIA 0006 None NIA South Elgin IL USA The Natlonal Bank amp Trust

Company of Sycamore

Mark ODell NIA NIA VP Sr Residentlal loan Officer NIA 0000 None NIA Aurora IL USA The National Bank amp Trust

Company of Sycamore

A David VanBuren NIA NIA SVP Trust amp Investments NIA 0005 None NIA Sycamore IL USA The National Bank amp Trust

Company of Sycamore

  • FR Y-6 Cover Page
  • Report Item 1 Annual Report to Shareholders
  • Report Item 2a Organization Chart
  • Report Item 2b Domestic Branch Listing
  • Report Item 3 Securities Holders
  • Report Item 4 Insiders
Page 12: Annual Report of Holding Companies-FR Y-6/media/others/banking/...consistent and deliberate in implementing our strategic initiatives. In addition to our loan growth, our trust assets

Common Stock

Balances at December 31 2011 $ 2049

Net income Other comprehensive income (loss) Purchase of 392663 shares of

treasury stock Exercise of 24502 stock options 30 Stock compensation - Directors 2 Stock compensation expense Cash dividends declared

$50 per share

Balances at December 31 2012 2081

Net income Other comprehensive income (loss) Exercise of 667 stock options Stock compensation expense Cash dividends declared

$50 per share Issuance of restricted stock 11

Balances at December 31 2013 2093

Net income Other comprehensive income (loss) Exercise of 1000 stock options Stock compensation expense Cash dividends declared

$50 per share

Balances at December 31 2014 $ 2094

(Dollars in thousands) See accompanying notes to consolidated financial statements

Consolidated Statements of Stockholders Equity Years ended December 31

Additional Accumulated Other Total

Paid In Retained Comprehensive Treasury Stockholders

Capital Earnings Income (Loss) Net Stock Equity

$ 8237 $ 68735 $ 3361 $ (10756) $ 71626

3622 3622 (1370) (1370)

(18062) (18062) 865 895

35 37 113 1 13

(589) (589)

9250 71768 1991 (28818) 56272

976 976 (2566) (2566)

21 22 187 187

(522) (522) (11)

9447 72222 (575) (28818) 54369

1 050 1050 1081 1081

31 32 129 129

(525) (525)

$ 9607 $ 72747 $ 506 $ (28818) $ 56136

Consolidated Statements of Cash Flows Years ended December 3i

Cash flows from operating activities

Net income Adjustments to reconcile net income to net cash from operating activities

Amortization and accretion of securities Amortization of intangibles Realized security gains net Depreciation Loss (gain) on sale of premises and equipment Gain on sales of loans Loss on sale and valuation adjustments

of other real estate owned (Increase) decrease in mortgage loans held for sale Amortization of mortgage servicing rights Deferred tax benefit Stock compensation expense net Provision for loan losses (Increase) decrease in interest receivable and other assets Increase (decrease) in interest payable and other liabilities

Net cash provided by operating activities

Cash flows from investing activities

Redemption of FHLB stock Securities available for sale

Proceeds from sales Proceeds from maturities and calls Purchases

Sale of other real estate owned Increase in loans net Purchases of premises and equipment Proceeds from sale of premises and equipment Purchase of bank-owned life insurance

Net cash used by investing activities

Cash flows from financing activities

Proceeds from (repayment 01) holding company borrowing Net increase (decrease) in deposit activities Cash dividends paid Purchases of treasury stock Exercise of stock options

Net cash provided (used) by financing activities Net change in cash and cash equivalents Cash and cash equivalents at beginning of year Cash and cash equivalents at end of year

Supplemental cash flows information

Interest paid Income taxes paid Transfer from loans to other real estate owned

(Dollars in thousands middotsee accompanying nofes to consolidated financial middotstatements

$

$

$ $ $

2014

i 050

56i 90

(368) i 449

-(990)

i 82i 4i29

408 60

i 29 i 350

948 (i i 39) 9498

-

23322 27735 (28523)

2289 (33269)

(838) 1 70

(8 i 09) (1 7223)

(i 200) (705) (525)

-32

(2398) (i0i 23) 36838 267i 5

2278 74i

4032

2013 2012

$ 976 $ 3622

i 037 i i 76 i 8i i 80

(434) (2084) i 373 i 057

i (3) (2636) (34i 5)

i 029 i 058 2i37 (264)

506 i Oi 2 i 96 (68) i 87 i i 3

2243 i 77i 9i) 4i 9

i 969 i 904 8674 6478

847

21662 38789 38844 37290 (72497) (79835)

875 i 772 (57900) (1627 4)

(i i 22) (5942) 25 526

(70i i 3) (22827)

(i 200) 6000 22639 1 i 049

(522) (589) (i 8062)

22 932 20939 (670) (40500) (i 70i 9) 77338 94357

$ 36838 $ 77338

$ 3i18 $ 3589 $ i i 73 $ 2249 $ 51 67 $ 76i

Notes to Consolidated Financial Statements

f Summary of Significant Accounting Policies

PRINCIPLES OF CONSOLIDATION The consolidated financial statements of NJ Bancshares Corporation (the Corporation) include the accounts of the Corporation and its wholly owned subsidiary The National Bank amp Trust Company of Sycamore (the Bank) Significant intercompany transactions and accounts have been eliminated in consolidation

NATURE OF OPERATIONS The Bank provides a variety of financial services to individuals and businesses in DeKalb LaSalle and Kane Counties through its ten locations Branch offices include two locations in Sycamore three locations in DeKalb and one location in each of the towns of Elburn Genoa Leland Serena and Sandwich The Banks primary deposit products are checking accounts interestshybearing savings accounts certificates of deposit and individual retirement accounts The Banks primary lending products are commercial Joans real estate Joans and consumer Joans The Bank also maintains a trust department and originates residential mortgage Joans for sale in the secondary market The Bank is nationally chartered Deposits up to $250000 are insured by the Federal Deposit Insurance Corporation The Bank is subject to the regulations and supervision of the Office of the Comptroller of the Currency The Corporation is subject to the regulations and supervision of the Feder-al Reserve Bank

USE OF ESTIMATES The preparation of financial statements in conformity with accounting principles generally accepted in the United States (GAAP) requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of income and expense during the reporting period Actual results could differ from those estimates Material estimates that are particularly susceptible to significant change in the near term relate to the valuation of the allowance for Joan losses the valuation of other real estate owned the classification and valuation of securities the determination of fair values of financial instruments the impairment of goodwill and intangibles mortgage servicing rights and the status of contingencies

SIGNIFICANT CONCENTRATIONS OF CREDIT RISK Most of the Corporations activities are with customers located within the Illinois counties of DeKalb LaSalle and Kane Note I l l discusses the types of lending in which the Corporation is engaged The Corporation does not have any significant concentrations to any one industry customer or geographic location

CASH AND CASH EQUIVALENTS For purposes of reporting cash flows cash and cash equivalents include cash on hand amounts due from banks and federal funds sold Generally federal funds are sold and purchased for one-day periods Customer deposit and loan activities are reported on a net basis

At December 3i 20i 4 the Corporations cash accounts exceeded federally insured limits by approximately $1 i 973 thousand

SECURITIES Securities classrfied as available for sale are those debt or equity securities that the Bank intends to hold for an unspecified period of time but not necessarily to maturity Unrealized gains or losses are reported as increases or decreases in a separate component of stockholders equity net of the related deferred tax effect

The amortization of premiums and the accretion of discounts on securities are deducted from and added to interest income Realized gains or losses on sales of securities are determined using the specific-identification method Securities are written down to fair value when a decline in fair value is not temporary

Declines in the fair value of securities below their cost that are other than temporary are reftected as realized losses In estimating other-than-temporary losses management considers (i) the length of time and extent that the fair value has been Jess than cost (2) the financial condition and near term prospects of the issuer and (3) the intent of the Corporation to not sell the security or whether it is more likely than not that the Corporation will be required to sell the security before its anticipated recovery

During 201 4 201 3 and 201 2 the bank initiated a strategy to sell certain held for sale investment securities and subsequently reinvest the proceeds of those into similar held for sale investment securities The strategy included extending the weighted average maturity of a portion of the portfolio for interest rate risk purposes and accelerated the recognition of income from the portion that was sold As a result there was a gain of the sale of those securities of $368 $434 and $2084 thousand gross before taxes respectively

RESTRICTED STOCK The Bank as a member of the Federal Home Loan Bank of Chicago (FHLB) is required to maintain an investment in the capital stock of the Federal Home Loan Bank T he Bank also maintains an investment in the capital stock of the Federal Reserve Bank (FRB) For financial reporting purposes such stock is carried at cost which approximates fair value based on the redemption provisions of each institution

LOANS HELD FOR SALE Real estate loans originated and intended for sale in the secondary market are carried at the lower of cost or fair value in the aggregate as determined by outstanding commitments from investors Net unrealized losses if any are recorded as a valuation allowance and charged to earnings

Mortgage loans held for sale are generally sold with servicing rights retained The carrying value of mortgage loans sold is reduced by the cost allocated to the servicing right Gains or losses on sales of mortgage loans are based on the difference between the selling price and the carrying value of the related loan sold

Notes to Consolidated Financial Statements

SERVICING RIGHTS Servicing rights are recognized as assets for the allocated value of retained servicing rights on sold loans Servicing rights are expensed in proportion to and over the period of estimated net servicing revenues Impairment is evaluated based on the fair value of the rights using groupings of underlying loans as to loan term rate and then as to loan type Fair value is based upon discounted cash flows using market based assumptions Any impairment is reported as a valuation allowance to the extent that fair value is Jess than the capitalized amount

LOANS Loans are stated at the amount of unpaid principal net of unearned income and the allowance for loan losses Interest on loans is accrued daily and is computed on the principal balance outstanding

Loan origination fees net of certain direct organization costs are deferred and recognized as an adjustment of the yield of the related loans

In general interest income on mortgage and commercial loans is discontinued at the time the loan is 90 days delinquent unless the loan is well secured and in process of collection Consumer loans are typically charged off no later than 180 days past due In all cases loans are placed on non-accrual or charged-off at an earlier date if collection of principal or interest is considered doubtful

All interest accrued but not received for the loans placed on nonshyaccrual are reversed against interest income Interest received on such loans is accounted for on the cash basis or cost-recovery method until qualifying for return to accrual Loans are returned to accrual status when all the principal and interest amounts contractually due are brought current and future payments are reasonably assured

ALLOWANCE FOR LOAN LOSSES The allowance for loan losses is maintained at a level considered adequate to provide for probable incurred loan losses Allowances for impaired loans are generally determined based on collateral values or the present value of estimated cash flows discounted at the loans effective interest rate The allowance is increased by provisions charged to operating expense and reduced by net charge-offs Loans are charged off to the allowance for loan losses when and to the extent that they are deemed uncollectible by management Management makes continuous credit reviews of the loan portfolio and considers current economic conditions historical loan loss experience and other factors in determining the adequacy of the allowance

Allocations of the allowance may be made for specific loans but the entire allowance is available for any loan that in managements judQrnent should be charged off

The allowance consists of specific and general components The specific component relates to loans that are individually classified as impaired or loans otherwise classified as substandard or doubtful The general component covers non-classified loans and is based on historical loss experience adjusted for current factors

A loan is impaired when full payment under the Joan terms is not expected Commercial and commercial real estate loans are individually evaluated for impairment If a Joan is impaired a portion of the allowance is allocated so that the loan is reported net at the present value of estimated future cash flows using the loans existing rate or at the fair value of collateral if repayment is expected solely from the collateral Large groups of smaller balance homogeneous loans such as consumer and residential real estate loans are collectively evaluated for impairment and accordingly they are not separately identified for impairment disclosures

LAND PREMISES AND EQUIPMENT Land is stated at historical cost Premises and equipment are stated at cost less accumulated depreciation Depreciation is computed principally on the straight-line method over the estimated useful lives of the assets These assets are reviewed for impairment when events indicate the carrying amount may not be recoverable

OTHER REAL ESTATE OWNED Real properties acquired through or in lieu of loan foreclosure are to be sold and are initially recorded at fair value less the cost to sell at the date of the foreclosure establishing the new cost basis After foreclosure valuations are periodically performed by management and the real estate is carried at the lower of carrying amount or fair value less the estimated cost to sell Revenue and expenses from the operations changes in the valuation of the property and gain or loss on the disposition of the property are included in other expenses or other income as incurred

EARNINGS PER SHARE Basic earnings per share is calculated based on weightedshyaverage common shares outstanding Diluted earnings per share includes the dilutive effect of additional potential common shares issuable under stock options and restricted stock awards

GOODWILL AND INTANGIBLE ASSETS Goodwill results from business acquisitions and represents the excess of the purchase price over the fair value of acquired tangible assets and liabilities and identifiable intangible assets Goodwill and indefinite-lived intangibles are evaluated annually for impairment or more frequently if impairment indicators are present A qualitative assessment is performed to determine whether the existence of events or circumstances leads to a determination that it is more likely than not the fair value of the reporting unit or indefinite-lived intangible asset is Jess than its carrying amount If based on the evaluation it is determined to be more likely than not that the fair valued is less than the carrying value then the goodwill or indefinite-Jived intangible is tested further for impairment If the implied fair value of goodwill or the fair value of the indefinite-lived intangible is lower than their carrying amounts an impairment loss is recognized in an amount equal to the difference Subsequent increases in goodwill value

- are not recognized in the financial statements

Intangible assets consist of core deposits arising from a whole bank acquisition They are initially measured at fair value and then are amortized over their estimated useful lives These assets are reviewed for impairment when events indicate the carrying amount may not be recoverable

Notes to Consolidated Financial Statements

LOAN COMMITMENTS AND RELATED FINANCIAL INSTRUMENTS Financial instruments include off-balance sheet credit instruments such as commitments to make loans and commercial letters of credit issued to meet customer financing needs The face amount for these items represents the exposure to loss before considering customer collateral or ability to repay Such financial instruments are recorded when they are funded

IMPAIRMENT OF LONG-LIVED ASSETS The Corporation reviews long-lived assets for impairment whenever events or changes in circumstances indicate the carrying amount of an asset may not be recoverable Recoverability of assets to be held and used is measured by a comparison of the carrying amount of an asset to future undiscounted net cash flows expected to be generated by the asset If such assets are considered to be impaired the impairment to be recognized is measured by the amount by which the carrying amount of the assets exceeds the fair value of the assets Assets to be disposed of are reported at the lower of carrying amount or fair value less costs to sell

TRANSFERS OF FINANCIAL ASSETS Transfers of financial assets are accounted for as sales when control over the assets has been surrendered Control over transferred assets is deemed to be surrendered when (1 ) the assets have been isolated from the Corporation (2) the lransferee obtains the right (free of conditions that constrain it from taking advantage of that right) to pledge or exchange the transferred assets and (3) the Corporation does not maintain effective control over the transferred assets through an agreement to repurchase them before their maturity

TRUST ASSETS AND FEES Assets of the Trust Department are not included in these consolidated financial statements because they are not assets of the Corporation or the Bank Fee income generated from trust services is primarily recorded on the accrual method

INCOME TAXES Deferred income taxes are provided on temporary differences between financial statement and income tax reporting Temporary differences are differences between the amounts of assets and liabilities reported for financial statement purposes and their tax bases

Deferred tax assets are recognized for temporary differences that will be deductible in future years tax returns and for operating loss and tax credit carryforwards Deferred tax assets are recognized only if it is more likely than not that the tax position will be realized or sustained upon examination by the relevant taxing authority A tax position that meets the more-likely-thanshynot recognition threshold is initially and subsequently measured as the largest amount of tax benefit that has a greater than 50 percent likelihood of being realized upon settlement with a taxing authority that has full knowledge of all relevant information

Deferred tax assets are reduced by a valuation allowance if it is deemed more likely than not that some or all of the deferred tax assets will not be realized Deferred tax liabilities are recognized for temporary differences that will be taxable in future years

COMPREHENSIVE INCOME (LOSS) Comprehensive income (loss) consists of net income (loss) and other comprehensive income (loss) Other comprehensive income (loss) includes unrealized gains and losses on securities available for sale net of taxes These unrealized gains and losses net of taxes are also recognized as separate components of equity

LOSS CONTINGENCIES Loss contingencies including claims and legal actions arising in the ordinary course of business are recorded as liabilities when the likelihood of loss is probable and an amount or range of loss can be reasonably estimated Management does not believe there are matters that will have a material effect to the Corporation the Bank or the Banks Trust Department or on the fiancial statements of the Corporation

STOCK COMPENSATION PLANS Compensation cost is measured using the fair value of an award on the grant dates and is recognized over the service period which is usually the vesting period Compensation cost related to the non-vested portion of awards outstanding is based on the grant-date fair value of those awards T he Corporation has an incentive stock option plan and restricted stock awards which are described more fully in Note IX

TREASURY STOCK Common stock shares repurchased are recorded at cost Cost of shares retired or reissued is determined using the first-in firstshyout method

During 201 2 the Corporation purchased 392663 treasury shares This was primarily accomplished through two transactions the first involving a negotiated purchase of shares from certain members of the Dutton Family and their affiliates and the second involving a tender offer with our shareholders These treasury shares were all repurchased at $46 per share a discount to the current book value per share Detailed information related to these transactions was provided to stockholders in an Offer to Purchase dated November 1 201 2 The total cost to capital of the Corporation was $1 6940 thousand for these treasury shares

Notes to Consolidated Financial Statements

II Securities

Amortized cost and fair values of securities classified as available for sale with gross unrealized gains and losses at December 31 are summarized as follows (Dollars in thousands)

US Obligations of US Government- States and Political Certificates Equity Total

Treasury Sponsored Entities Subdivisions of Deposit Securities Securities

2014 Amortized cost $ 1 4470 $ 7981 6 $ 31 728 $ 988 $ 456 $ 1 27458 Gross unrealized gains 2 536 694 1 232 Gross unrealized losses (28) (233) (205) (466)

Fair value $ 1 4444 $ 80 1 1 9 $ 32217 $ 988 $ 456 $ 1 28224

2013 Amortized cost $ 1 5007 $ 94907 $ 37030 $ 988 $ 2406 $ 150338 Gross unrealized gains 1 0 1 1 7 854 981 Gross unrealized losses (2) (926) 924) (1 852)

Fair value $ 1 501 5 $ 94098 $ 36960 $ 988 $ 2406 $ 1 49467

The fair values of debt securities classified as available for sale by contractual maturity at December 31 2014 are as follows (Dollars in thousands)

1 year or l ess Over 1-5 years Over 5-10 years Over 1 0 years Total

US Treasury $ 5000 $ 9444 $ $ $ 1 4444

US government-sponsored entities 1 7057 47722 1 5340 80 1 1 9

Obligations of states and political subdivisions 3964 9859 1 8394 3221 7

Certificates of deposit 988 988

Total $ 26021 $ 6801 3 $ 33734 $ $1 27768

Expected maturities may differ from contractual maturities because the borrowers may have the right to call or prepay obligations with or without call or prepayment penalties Other equity securities include mutual funds which have no maturity date Securities with a market value of $1 220 million and $1 21 0 million at December 31 201 4 and 201 3 respectively are pledged to secure public deposits and other purposes as required or permitted by law

middot

Amortized cost gross reaiized gains gross realized losses and saies proceeds from available for sale securities sold matured or called at December 31 are summarized as follows (Dollars in thousands)

2014 2013 2012

Amortized cost $ 50689 $ 60072 $ 73995 Gross realized gains 546 435 2093 Gross realized losses (1 78) (1 ) (9) Proceeds $ 51 057 $ ousuo $ 70UJ

Notes to Consolidated Financial Statements

I I Securities cont

The following tabes present investments gross unrealized losses and fair value at December 31 aggregated by Investment category and length of time that Individual securities have been in a continuous unrealized loss position Dollars In thousands)

Less Than 12 Months 12 Months or More Total Fair Value Unrealized Loss Fair Value Unrealized Loss Fair Value U n realized Loss

2014 US Treasury $ 9444 $ (28) $ $ $ 9444 $ (28) US government-

sponsored entities i 7529 (43) i 5009 (i 90) 32538 (233) Obligations of states and

political subdivisions i 983 (i7) 6475 (i 88) 8458 (205) $ 28956 $ (88) $ 2i 484 $ (378) $ 50440 $ (466)

Less Than 12 Months 12 Months or More Total Fair Value Unrealized Loss Fair Value Unrealized Loss Fair Value Unrealized Loss 2013

US Treasury $ 3994 $ (2) $ $ $ 3994 $ (2)

US government-sponsored entities 7222i (926) 7222i (926)

Obligations of states and political subdivisions i 2042 (597) 3 i30 (327) i 5i 72 (924)

$ 88257 $ (i 525) $ 3i30 $ (327) $ 9i 387 $ (1 852)

At December 3i 20i 4 37 US Treasury US government-sponsored entities and obligations of states and political subdivisions securities have an unrealized loss with aggregate depreciation of less than one-quarter percent of the Corporations amortized cost basis Management views fluctuation in agencies as temporary market fluctuations There were i 9 securities with an unrealized loss for over i 2 months The fair value is expected to recover as the bonds approach maturity The nature and quality of these investments remain adequate and continue to have a Moodys rating of an A or above as required by Bank policy Management views the losses associated with US Treasury US government-sponsored entities and obligations of states and political subdivisions securities to also be temporary market fluctuations

Notes to Consolidated Financial Statements

III Loans

Classes ofoans at December 31 include (Dollars in thousands)

2014 2013

Construction and land development $ 1 4 199 $ 1 9798 Farmland 20488 1 7397 Residential real estate 1 1 5291 1 04873 Nonresidential real estate 1 37499 1 3501 4 Agricultural production 1 2530 1 2968 Commercial 45940 41 273 Loans to individuals 57280 42883 Other 5738 6206

Total Joans and leases $ 408965 $ 38041 2 Allowance for loan losses (3906) (3240)

Total loans and leases net $ 405059 $ 377 1 72

The Bank maintains lending policies and procedures designed to focus lending efforts on the type location and duration of loans most appropriate for its business model and markets The Banks principal lending activity is the origination of residential and commercial real estate loans commercial loans consumer loans and home equity lines of credit The primary lending market is located within the Illinois counties of DeKalb LaSalle and Kane Generally loans are collateralized by assets of the borrower and guaranteed by the principals of the borrowing entity

The Board of Directors reviews and approves the Banks lending policy on an annual basis Quarterly the Board reviews the allowance for loan losses and reports related to loan production loan quality concentrations of credit loan delinquencies and non-performing and potential problem loans

The Bank does not accrue interest on any asset which is maintained on a cash basis because of deterioration in the financial position of the borrower any asset for which payment in full of interest or principal is not expected or any asset upon which principal or interest has been in default for a period of ninety days or more unless it is both well secured and in the process of collection A non-accrual asset may be restored to an accrual status when none of its principal and interest is due and unpaid or when it otherwise becomes well secured and in the process of collection

The Bank periodically performs an independent loan review of outstanding loans through the use of an outside third party The primary objective of the independent loan review function is to ensure the maintenance of a quality loan portfolio and minimize the potential for Joan losses The Joan review engagement is responsible for reviewing a sample of existing loans for compliance with internal policies and procedures In addition to reviewing Joans for compliance the loan review analyzes the appropriateness and timeliness of risk grading and problem loan identification by loan officers

Notes to Consolidated Financial Statements

I l l Loans cont

The Corporation categorizes loans into risk categories based on relevant information about the ability of borrowers to service their debt such as current financial information historical payment experience credit documentation public information and current economic trends among other factors This analysis is performed on an annual basis at a minimum The Corporation uses the following definitions for risk ratings

Internal Risk Categories Loan grades are numbered i through 7 Grades i through 4 are considered pass grades The grade of 5 or Special Mention represents loans of lower quality and is considered criticized The grades of 6 or Substandard and 7 or Doubtful refer to assets that are classified The use and application of these grades by the bank will be uniform and shall conform to the banks policy

Pass (1) loans are of superior quality with excellent credit strength and repayment ability providing a nominal credit risk

Pass (2) loans are of above average credit strength and repayment ability providing only a minimal credit risk

Pass (3) loans of reasonable credit strength and repayment ability providing an average credit risk due to one or more underlying weaknesses

Pass (4) loans of the lowest acceptable credit strength and weakened repayment ability providing a cautionary credit risk due to one or more underlying weaknesses New borrowers are typically not underwrillen witl1in this classification

Special Mention (5) assets have potential weaknesses that deserve managements close attention If left uncorrected these potential weaknesses may result in deterioration of the repayment prospects for the asset or in the institutions credit position at some future date Special mention assets are not adversely classified and do not expose an institution to sufficient risk to warrant adverse classification Ordinarily special mention credits have characteristics which corrective management action would remedy

Substandard (6) loans are inadequately protected by the current sound worth and paying capacity of the obligor or of the collateral pledged if any Loans so classified must have a well-defined weakness or weaknesses that jeopardize the liquidation of the debt They are characterized by the distinct possibility that the Bank will sustain some loss if the deficiencies are not corrected

Doubtful (7) loans classified as doubtful have all the weaknesses inherent in those classified Substandard with the added characteristic that the weaknesses make collection or liquidation in full on the basis of current known facts conditions and values highly questionable and improbable

Risk characteristics applicable to each segment of the loan portfolio are described as follows

Residential 1 -4 Family The residential i -4 family real estate are generally secured by owner-occupied i -4 family residences Repayment of these loans is primarily dependent on the personal income and credit rating of the borrowers Credit risk in these loans can be impacted by economic conditions within the Banks market areas that might impact either property values or a borrowers personal income Risk is mitigated by the fact that the loans are of smaller individual amounts and spread over a large number of borrowers

Non-residential Real Estate Non-residential real estate loans typically involve larger principal amounts and repayment of these loans is generally dependent on the successful operations of the property securing the loan or the business conducted on the property securing the loan These loans are viewed primarily as cash flow loans and secondarily as loans secured by real estate Credit risk in these loans may be impacted by the creditworthiness of a borrower property values and the local economies in the Banks market areas

Construction and Land Development Real Estate Conshystruction and land development real estate loans are usually based upon estimates of costs and estimated value of the completed project and include independent appraisal reviews and a financial analysis of the developers and property owners Sources of repayment of these loans may include permanent loans sales of developed property or an interim loan commitment from the Bank until permanent financing is obtained These loans are considered to be higher risk than other real estate loans due to their ultimate repayment being sensitive to interest rate changes general economic conditions and the availability of long-term financing Credit risk in these loans may be impacted by the creditworthiness of a borrower property values and the local economies in the Banks market areas

Commercial The commercial portfolio includes loans to commercial customers for use in financing working capital needs equipment purchases and expansions The loans in this category are repaid primarily from the cash flow of a borrowers principal business operation Credit risk in these loans is driven by creditworthiness of a borrower and the economic conditions that impact the cash flow stability from business operations

Loans to individuals The consumer loan portfolio consists of various term and line of credit loans such as automobile loans and loans for other personal purposes Repayment for these types of loans will come from a borrowers income sources that are typically independent of the loan purpose Credit risk is driven by consumer economic factors (such as unemployment and general economic conditions in the Banks market area) and the creditworthiness of a borrower

Agricultural Production and Farmland Loans Agricultural production loans are generally comprised of seasonal operating lines to cash grain farmers to plant and harvest corn and soybeans and term loans to fund the purchase of equipment Farmland loans are primarily comprised of loans for the purchase of farmland Specific underwriting standards have been established for agricultural-related loans including the establishment of projections for each operating year base on industry developed estimates of farm input costs an expected commodity yields and prices Operating lines are typically written for one year and secured by the crop Loan-to-value ratios on Joans secured by farmland generally do not exceed 65 and have amortization periods limited to twenty-five years Federal government-assistance lending programs through the Farm Service Agency are used to mitigate the level of credit risk when deemed appropriate

Notes to Consolidated Financial Statements

The following table presents the credit risk profile of the Banks loan portfolio based on internal rating category and payment activity as of December 31 2014 and 2013 (Dollars in thousands)

Non Residential Residential Agricultural Loans-to

Construction Farmland Real Estate Real Estate Production Commercial Individuals Other

20 1 4 Loan Class Pass $ 1 1 274 $ 20488 $ 1 0941 2 $ 1 35059 $ 1 2530 $ 45386 $ 57280 $ 5738 Special mention 1 261 Substandard 2925 5879 1 1 79 554 Doubtful Total $ 1 4 1 99 $ 20488 $ 1 15291 $ 1 37499 $ 1 2530 $ 45940 $ 57280 $ 5738

201 3 Loan Class Pass $ 1 6327 $ 1 6505 $ 98646 $ 1 29428 $ 1 2 1 28 $ 38282 $ 42883 $ 6206 Special mention 892 5667 448 840 2503 Substandard 3471 560 5 138 488 Doubtful Total $ 1 9798 $ 1 7397 $ 1 04873 $ 1 3501 4 $ 1 2968 $ 41 273 $ 42883 $ 6206

The Bank evaluates the loan risk grading system definitions and allowance for loan loss methodology on an ongoing basis No significant changes were made to either during the past year

The accrual of interest on loans is discontinued at the time the loan is 90 days past due unless the credit is well-secured and in process of collection Past due status is based on contractual terms of the loan In all cases loans are placed on non-accrual or charged-off at the earlier date if collection of principal and interest is considered doubtful

All interest accrued but not collected for loans that are placed on non-accrual or charged-off is reversed against interest income The interest on these loans is accounted for on the cash-basis or cost-recovery method until qualifying for return to accrual Loans are returned to accrual status when all principal and interest amounts contractually due are brought current and future payments are reasonably assured

Notes to Consolidated Financial Statements

The following tables present the Corporation s loan portfolio aging analysis at December 31 (Dollars in thousands)

Non Residential Residential Agricultural Loans to

Construction Farmland Real Estate Real Estate Production Commercial Individuals Other Total

201 4 30-89 days past due $ $ $ 1 92 $ $ $ $ 707 $ 23 $ 922 90 days or greater

past due or nonaccrual 1 68 6327 551 92 2 7 140 Total past due and

nonaccrual 360 6327 551 799 25 8062 Current loans 1 4 1 99 20488 1 1 4931 1 31 1 72 1 2530 45389 56481 57 13 400903

Total loans receivable 1 4 1 99 20488 1 1 5291 1 37499 1 2530 45940 57280 5738 408965

Total loans 90 days or greater and accruing $ $ $ $ 571 1 $ $ $ 92 $ 2 $ 5805

2013 30-89 days past due $ $ $ 312 $ 57 $ $ $ 529 $ 28 $ 926 90 days or greater

past due or nonaccrual 770 4791 347 75 5983

Total past due and nonaccrual 1 082 4848 347 604 28 6909

Current loans 1 9798 1 7397 1 03791 1 301 66 1 2968 40926 42279 6 178 373503

Total loans receivable 1 9798 1 7397 1 04873 1 3501 4 1 2968 41273 42883 6206 38041 2

Total loans 90 days or greater and accruing $ $ $ 209 $ 3683 $ $ $ 75 $ $ 3977

A loan is considered impaired in accordance with the impairment accounting guidance (ASC 31 0-1 0-35-1 6) when based on current information and events it is probably the Corporation will be unable to collect all amounts due from the borrower in accordance with the contractual terms of the loan Impaired loans include non-performing commercial loans but also include loans modified in troubled debt restructurings where concessions have been granted to borrowers experiencing financial difficulties These concessions could include a reduction in the interest rate on the loan payment extensions forgiveness of principal forbearance or other actions intended to maximize collection

Included in certain loan categories in the impaired loans are troubled debt restructurings that were classified as impaired At December 31 201 4 and 201 3 the Corporation had $895 and $907 thousand respectively of commercial and non-residential real estate loans $76 and $76 thousand respectively in residential loans and $1 and $5 thousand respectively in consumer loans that were modified in troubled debt restructurings and impaired and that were performing in accordance with their modified terms

When economic concessions have been granted to borrowers who have experienced financial difficulties the loan is considered a troubled debt restructuring These concessions typically result from our loss mitigation activities and could include reductions in the interest rate payment extensions forgiveness of principal forbearance or other actions Troubled debt restructurings are considered impaired at the time of restructuring and typically are returned to accrual status after considering the borrowers sustained repayment performance as agreed for a reasonable period of at least six months or once the granted concessions have ended or are no longer applicable

As of December 31 201 4 and 201 3 the Bank had troubled debt restructurings all modification of payment terms with a recorded balance at original cost of $895 and $907 thousand respectively and consists of four commercial and non-residential real estate loans for both years which are all performing in accordance with the modified terms of the loan All four loans were added as troubled debt restructuring during the fourth quarter of 201 3 There was no difference between pre-modification and post-modification balances As of December 31 201 4 and 2013 the loans totaling $895 and $907 thousand respectively are on non-accrual and considered impaired by the Bank Based on the fair value of the collateral specific reserves required on the loans totaled $108 and $98 thousand as of December 31 201 4 and 2013 respectively During the years ended December 31 201 4 and 2013 there were no defaults of loans that had been modified as a troubled debt restructuring in the 1 2 month period prior to default

Notes to Consolidated Financial Statements I l l Loans cont

The following tables present the impaired loan balances (loans on non-accrual status) at December 31 (Dollars in thousands)

Non Residential Residential

Real Real Agricultural Loans to

Construction Farmland Estate Estate Production Commercial Individuals Other

20 1 4 Loans with out a specific

valuation al lowance Recorded balance $ $ $ 92 $ $ $ 487 $ $ Unpaid principal balance 92 487 Specific allowance Average investment in

impaired loans 278 4 1 99 1 02

Loans with a specific valuation al lowance

Recorded balance $ $ $ 76 $ 61 6 $ 63 Unpaid principal balance 76 61 6 63 Specific allowance 66 1 08 31 Average investment in

impaired loans 369 1 1 48 694

Total loans receivab l e Total Recorded balance $ $ $ 1 68 $ 61 6 $ $ 551 $ $ $ 1 335 Unpaid principal balance $ $ $ 1 68 $ 61 6 $ $ 551 $ $ $ 1 335 Specific allowance $ $ $ 66 $ 1 08 $ $ 31 $ $ $ 205 Average investment in

impaired Joans $ $ $ 648 $ 5346 $ $ 796 $ $ $ 6790

2013 Loans without a specific

valuation al lowance Recorded balance $ $ $ 299 $ 1 098 $ $ $ $ Unpaid principal balance 299 1 098 Specific allowance Average investment in

impaired loans 4037 280 5226 1 7 12

Loans with a specific valuation al lowance

Recorded balance $ $ $ 261 $ $ 347 Unpaid principal balance 261 347 Specific allowance 1 1 2 1 07 Average investment in

impaired loans 306 8201 530

Total loans receiva ble Total

Recorded balance $ $ $ 560 $ 1 098 $ $ 347 $ $ $ 2005 Unpaid principal balance $ $ $ 560 $ 1 098 $ $ 347 $ $ $ 2005 Specific allowance $ $ $ 1 1 2 $ $ $ 1 07 $ $ $ 219 Average investment in

impaired Joans $ 4037 $ $ 586 $1 3427 $ $ 2242 $ $ $ 20292

There was no Interest income recognized on a cash basis or accrual basis for 2014 or 2013 on impaired loans

Notes to Consolidated Financial Statements

Ill Loans cont

The following tables present the balance in the allowance for loan losses and the recorded investment in loans based on portfolio segment and impairment methods at December 31 (Dollars in thousands)

Non Residential Residential Agricultural Loans to Other

Construction Farmland Real Estate Real Estate Production Commercial Individuals Loans Unallocated Total

20 1 4 Allowance for loan losses Balance beginning of year $ 473 $ i 9 $ 700 $ i 32i $ i 4 $ 56i $ i 22 $ 30 $ - $ 3241 Provision charged to

expense (289) 68 762 (27) 2i (96) 699 2 i 2 i 351 Losses charged off (324) (i 79) (7i) (270) (i32) (971 Recoveries 34 49 i 3 i 8 i 55 23 29 Balance end of year $ 2i8 $ 87 $ i i 87 $ i i 28 $ 35 $ 4i 2 $ 706 $ i 33 $ - $ 3901

Ending balance individually evaluated for impairment $ $ $ 66 $ i 08 $ $ 3i $ $ $ - $ 20[

Ending balance collectively evaluated for impairment $ 2i 8 $ 87 $ i i 21 $ 1 020 $ 35 $ 381 $ 706 $ 1 33 $ - $ 370

Loans Ending balance $ 1 4 1 99 $20488 $1 1 5291 $ 1 37499 $ 1 2530 $45940 $ 57280 $ 5738 $ - $ 40896 Ending balance individually

evaluated for impairment $ $ $ i 68 $ 61 6 $ $ 551 $ $ $ - $ 1 33 Ending balance collectively

evaluated for impairment $14 i 99 $20488 $1 1 5 1 23 $ 1 36883 $ 1 2530 $45389 $57280 $ 5738 $ - $ 40763(

2013 Allowance for loan losses Balance beginning of year $ 243 $ 23 $ 848 $ 2040 $ 1 7 $ 456 $ 285 $ 7 $ 52 $ 397 Provision charged to

expense 230 (4) 378 1 077 (3) 630 (1 50) 1 37 (52) 224 Losses charged off (543) (i 830) (538) (203) (1 4 i ) (325t Recoveries 1 7 34 1 3 1 90 27 28

Balance end of year $ 473 $ 1 9 $ 700 $ i 32i $ i 4 $ 56i $ i 22 $ 30 $ - $ 324(

Ending balance individually evaluated for impairment $ $ $ 1 1 2 $ $ $ i 07 $ $ $ - $ 2if

Ending balance collectively evaluated for impairment $ 473 $ i 9 $ 588 $ 1 32i $ i 4 $ 454 $ i 22 $ 30 $ - $ 302middot

Loans Ending balance $i 9798 $1 7397 $i 04873 $ i 35014 $ 1 2968 $41 273 $ 42883 $ 6206 $ - $ 38041 Ending balance individually

evaluated for impairment $ $ $ 560 $ i 098 $ $ 347 $ $ $ - $ 200( Ending balance collectively

evaluated for impairment $i 9798 $ i 7397 $i 0431 3 $ i 339i 6 $ 1 2968 $40926 $42883 $ 6206 $ - $ 37840i

Notes to Consolidated Financial Statements

I I I Loans cont

Managements opinion as to the ultimate collectability of loans is subject to estimates regarding future cash flows from operations and the value of property real and personal pledged as collateral These estimates are affected by changing economic conditions and the economic prospects of borrowers

Allowance for Loan Losses The allowance for loan and lease losses (allowance) represents managements estimate of the reserve necessary to adequately account for probable losses that could ultimately be realized from current loan exposures In determining the adequacy of the allowshyance management relies predominately on a disciplined credit review and approval process The review process is directed by overall lending policy and is intended to identify at the earliest possible stage borrowers who might be facing financial difficulty

Loans for which it is probable that the Bank will not collect all principal and interest due according to the contractual terms are identishyfied as impaired The impairment for each applicable loan is quantified and specific loss exposures are allocated within the allowance Loans that are in non accrual status are generally considered impaired

A detailed analysis is performed on each loan that is not impaired but poses sufficient risk to warrant in-depth review These are loans that have been classified as substandard or are on the Banks internal watch list Due to the elevated risk inherent in these Joans management has determined that it is appropriate to quantify the potential loss within the pool of classified loans by estimating each loans collateral shortfall These collateral shortfall estimates are incorporated in the determination of the adequacy of the allowance

In estimating the risk of loss in the remaining portion of the loan portfolio identified as non-classified management establishes base Joss estimations which are derived from the historical Joss experience over the past three calendar years These base loss estimations are then adjusted after consideration ofnine different qualitative factors

Notes to Consolidated Financial Statements

IV Loan Servicing

Real estate loans serviced for others are not included in the accompanying consolidated balance sheets The risks inherent in mortgage servicing assets relate primarily to changes in prepayments that result from shifts in mortgage interest rates The unpaid principal balances of mortgage loans serviced for others was $3528 million and $3567 million at December 31 201 4 and 201 3 respectively The fair value of mortgage servicing rights at December 31 201 4 and 201 3 was approximately $31 million and $33 million respectively The fair value of servicing rights was determined using discount rates ranging from 950 to 1 000 percent and prepayment speeds principally ranging from 903 to 1 1 20 percent depending on the stratification of the specific right

The Corporation changed its method of amortizing mortgage servicing rights during 201 3 from the straight-line amortization method to a methodology based on anticipated prepayment assumptions Amortization expense for 2013 would have been $1 068 thousand if the straight-line method was used

Custodial escrow balances maintained in connection with the foregoing loan servicing and included in demand deposits were $37 million and $4 1 million at December 31 201 4 and 201 3 respectively

Following is a summary of the mortgage servicing rights capitalized and amortized (Dollars in thousands)

20 1 4 2013 2012

Balance beginning of year $ 2524 $ 21 83 $ 1 876 Mortgage servicing rights capitalized 331 847 1 31 9 Mortgage servicing rights amortized (408) 506) (1 01 2) Recorded balance end of year $ 2447 $ 2524 $ 21 83

Fair value end of year $ 31 38 $ 3273 $ 21 83

Notes to Consolidated Financial Statements

V Land Premises and Equipment

A summary of land premises and equipment by asset classification at December 31 is as follows (Dollars in thousands)

20 1 4 2013

Land $ 7895 $ 7895 Premises 1 7 697 1 8297 Furniture fixtures and equipment 7867 791 7 Vehicles 1 1 0 1 1 0

33569 34219 Accumulated depreciation (1 241 2) (1 2281) Land premises and equipment net $ 21 1 57 $ 21 938

Depreciation expense for the years ended December 31 201 4 201 3 and 201 2 was $1 4 million $1 4 million and $1 i million respectively Leasehold improvements are capitalized and depreciated using the straight-line method over the terms of the respective leases or the estimated useful lives of the improvements whichever is shorter Expected terms include lease option periods to the extent that the exercise of such options is reasonably assured

Pursuant to the terms of noncancelable lease agreements in effect at December 31 2014 pertwning to banking premises and equipment future minimum rent commitments under various operating leases are as follows for years ended December 31 (Dollars in thousands)

2015 2016 2017 201 8 2019 Thereafter Total

$ 303 $ 306 $ 1 91 $ 79 $ 79 $ 298 $ i 257

The leases contain options to extend for periods from five to 50 years The cost of exercising such options is not included above Total rent expense for the years ended December 31 201 4 201 3 and 201 2 amounted to approximately $336 $334 and $426 thousand respectively

Notes to Consolidated Financial Statements

VI Deposits

Time deposits greater than or equal to $100 thousand were $653 million and $723 million at December 31 201 4 and 201 3 respectively Interest expense on these deposits was $08 million $1 1 million and $1 4 million in 201 4 201 3 and 201 2 respectively

At December 31 2014 the scheduled maturities of time deposits are as follows (Dollars in thousands

2015 201 6 201 7 2018 2019 Total

$ 66577 $ 26867 $ 32074 $ 1 4084 $ 1 1 81 0 $ 1 51 41 2

Interest-bearing deposits at December 31 consist of the following (Dollars in thousands)

20 1 4

201 3

NOW and Money Market

$ 229355

$ 225263

Savings

$ 55301

$ 53326

Time $100000 and over

$ 65267

$ 72339

Time Other

$ 86145

$ 93065

Total

$ 436068

$ 443993

The aggregate amount of deposit overdrafts included in loans at December 31 201 4 and 201 3 was $244 and $1 91 thousand respectively

VII Borrowings

The Bank has the ability to borrow from the Federal Home Loan Bank with borrowings collateralized by first mortgage loans mulshytifamily and farmland loans under a blanket lien agreement in the amount of approximately $60 million Based on this collateral and the Banks holdings of FHLB stock the Bank is eligible to borrow up to approximately $38 million at year-end 201 4

During 201 2 and in conjunction with the purchase of 392663 treasury shares of stock the Corporation borrowed $6 million from a correspondent bank pursuant to a newly established line of credit The borrowings bear an interest rate equal to the lenders prime rate with a minimum rate of 325 At December 31 201 4 the rate was 325 and the balance outstanding was $36 million The Corporation was required to make quarterly interest-only payments on this line of credit through December 31 201 3 after which in addition to quarterly interest payments the Corporation must make equal annual principal payments of $1 2 million through December 31 201 7 when the line of credit matures There is no prepayment penalty associated with the borrowing should the Corporation decide to repay the debt prior to maturity

As of December 31 201 4 the Bank was not in compliance with one of the note covenants relating to annual return on assets The note contains certain covenants including financial covenants for the Bank which must be met at all times Should the Corporation or the Bank be found not compliant with them during the term of the note there are remedies the issuing financial institution shall have the right to enforce including that the note could become immediately due and payable The issuing financial institution has approved the noncompliance for the fourth quarter ended December 31 201 4

Notes to Consolidated Financial Statements

VI II I n come Taxes

Income taxes reflected in the consolidated statements of operations consist of the following (Dollars in thousands)

20 1 4 2013 Current payable

Federal $ 30 $ 96 State 80

Deferred tax benefit 60 1 96 Income tax expense $ 90 $ 372

The Corporations income tax expense beneflt) differed from the federal statutory rate of 34 as indicated in the following analysis

(Dollars in thousands)

20 1 4 2013

Tax based on statutory rate $ 388 $ 458 State taxes net of federal tax benefit (1 06) 53 Effect of tax-exempt income (31 0) (276) Other net 1 1 8 1 37 Income tax expense $ 90 $ 372

The Corporation has the following deferred tax assets and liabilities at December 31 (Dollars in thousands)

Deferred tax assets Deferred tax liabilities

Net deferred tax assets

20 1 4

$ 31 07 (2782)

$ 325

2013

$ 2982 (2637)

$ 345

2012

$ 1 234 727 (68)

$ 1 893

2012

$ 1 875 390 (31 4)

(58) $ 1 893

The components of deferred income taxes were principally related to the allowance for loan losses other real estate owned write-downs differences in amortization of core deposit intangible assets depreciation and mortgage servicing rights Deferred tax liabilities related to unrealized losses and gains on securities available for sale are $260 and $296 thousand at December 31 201 4 and 201 3 respectively

The Corporation files income tax returns in the US federal jurisdiction and the State of Illinois The Corporation is no longer subject to US federal or state income tax examination by tax authorities for years before 201 1

Notes to Consolidated Financial Statements

IX Employee Benefits

Substantially all employees are covered by a profit sharing plan The contribution determined in accordance with the provisions of the plan was $i 72 thousand $i 23 thousand and $207 thousand in 20i 4 20i 3 and 20i 2 respectively

Under the Corporations Employee Stock Option Plan the Corporation may grant options to its key employees for up to 1 00000 shares of common stock The exercise price of each option equals the market price of the Corporations stock on the date of grant and the options maximum term is ten years The vesting period is three years from the date of grant GAAP provisions require that compensation cost relating to share-based payment transactions be recognized in the financial statements with measurement based upon the fair value of the equity or liability instruments issued For the year ended December 3i 20i 2 the Corporation recognized $i i 3 thousand in compensation expense for stock options For the year ended December 3i 20i 3 the Corporation recognized $97 thousand in compensation expense for stock options For the year ended December 3i 20i 4 the Corporation recognized no compensation expense for stock options

The activity in the plan is summarized as follows

Outstanding at beginning of year Granted Exercised Forfeitedexpired Outstanding at end of year

Options exercisable at year-end

Non-vested options beginning of year Granted Vested Forfeitedexpired Non-vested options at year end

Shares

85998

(i 000)

84998

84998

20 1 4

Weighted Weighted Average Average

Exercise Price Contractual Term

$ 4762

3200

$ 4748

$ 4748

2 0 1 4

Number of Shares

8333

(8333)

(in years)

35

35

Weighted Average

Grant Date Fair Value

$ 3200

3200

$

2013

Weighted Weighted Shares Average Average

Exercise Price Contractual Term (in years)

88998 $ 4709

(667) 3200 (2333) 3747

85998 $ 4762 48

77665 $ 4929 4i

2013

Weighted

Number of Average

Grant Date Shares Fair Val u e

i 9333 $ 3200

(i 1 000) 3200

8333 $ 3200

The fair value of each option is estimated using Black-Scholes option-pricing model which requires the use of subjective valuation assumptions The expected volatility is based on historical volatility of the Corporations stock price The risk-free interest rates for periods within the contractual life of the awards are based on the US Treasury yield curve in effect at the time of the grant The expected life is based on historical exercise experience The dividend yield assumption is based on the Corporations history and expectation of dividend payouts There were no options granted in 20i 3 or 20i 4

At December Si 20i 4 there was no unrecognized cost related to non-vested stock options granted under the Employee Stock Option Plan

Notes to Consolidated Financial Statements

IX Emp loyee Benefits cont

The following table summarizes restricted stock activity

20 1 4 2013

Weighted Average Weighted Average Number of Grant Date Number of Grant Date

Shares Fair Value Shares Fair Value

Balance beginning of year 8959 $ 4000 $ Granted 8959 4000 Forfeited (888) 4000 Earned and issued (2250) 4000 Balance end of period 5821 $ 4000 8959 $ 4000

The fair value of the restricted stock awards is amortized to compensation expense over the vesting period (forty months) and is based on the market price of the Corporations common stock at the date of grant multiplied by the number of shares granted that are expected to vest At the date of grant the par value of the shares granted was recorded in equity as a credit to common stock and a debit to paid-in capital The weighted-average grant date fair value of restricted stock granted during the year ended December 31 201 4 was $4000 per share or $358 thousand Stock-based compensation expense for restricted stock for the year ended December 31 201 3 was $90 thousand Stock-based compensation expense for restricted stock during the year ended December 31 201 4 was $1 29 thousand Unrecognized compensation expense for non-vested restricted stock awards was $139 thousand and is expected to be recognized over a weighted average period of 34 months

X Related Party Transactions

The Bank has entered into transactions with certain directors executive officers significant stockholders and their affiliates or associshyates (related parties) Such transactions were made in the ordinary course of business on substantially the same terms and conditions including interest rate and collateral as those prevailing at the same tirne for comparable transactions with other customers and did not in the opinion of management involve more than normal credit risk or present other unfavorable features

Annual loan activity consisted of the following (Dollars in thousands

20 1 4 2013

Beginning balance $ 1 1 29 $ 1 1 63 New Joansadvances 1 94 46 Repayments (245) (80) Ending balance $ 1 078 $ 1 1 29

Deposits from related parties held by the Bank at December 31 201 4 and 201 3 amounted to $32 million and $37 million respectively

middot middot

XI Commitments and Contingencies

In the normal course of business the Bank makes various commitments and incurs certain contingent liabilities that are not reflected in the accompanying consolidated financial statements The credit risk associated with loan commitments and standby letters of credit is essentially the same as that involved with extending Joans to customers and is subject to the Banks credit policies Collateral or other security is normally not obtained for these financial instruments prior to their use and many of the commitments are expected to expire without being used

The following commitments existed at December 31 (Dollars in thousands

20 1 4 2013

Commitments to extend credit Fixed $ 33441 $ 26551 Variable 25597 24400

Standby letters of credit $ 483 $ 21 1

Notes to Consolidated Financial Statements

XII Reg u l atory M atters

The Bank is required to maintain average reserve balances with the Federal Reserve Bank based upon deposit levels and other facshytors The amount of those reserve balances for the years ended December Si 20i 4 and 20i 3 was approximately $i 00 thousand

Dividends are paid by the Corporation from its funds which are mainly provided by dividends from the Bank However national banking regulations and capital guidelines limit the amount of dividends that may be paid by banks

Banks and bank holding companies are subject to regulatory capital requirements administered by federal banking agencies Capital adequacy guidelines and additionally for banks prompt corrective action regulations involve quantitative measures of assets liabilities and certain off-balance-sheet items calculated under regulatory accounting practices Capital amounts and classificashytions are also subject to qualitative judgements by regulators Failure to meet capital requirements can initiate regulatory action Prompt corrective action provisions are not applicable to bank holding companies Furthermore the Banks regulators could require adjustments to regulatory capital not reflected in the financial statements

Prompt corrective action regulations provide five classifications well capitalized adequately capitalized undercapitalized significantly undercapitalized and critically undercapitalized although these terms are not used to represent overall financial condition If undershycapitalized capital distributions are limited as is asset growth and expansion and capital restoration plans are required

At December 3i 20i 4 the most recent notification from the Banks and Corporations regulator categorized the Bank as well capitalshyized under the regulatory framework for prompt corrective action To be categorized as well capitalized an institution must maintain minimum total risk-based Tier i risk-based and Tier i leverage ratios as set forth in the following tables There are no conditions or events since the notification that management believes have changed the Banks category The Banks and the consolidated Corporations actual capital amounts and ratios at December Si are presented in the table

Actual and required capital amounts and ratios are presented below at year-end (Dollars in thousands)

Minimum Minimum To Be For Capital Well-Capitalized

Actual Adequacy Purposes Under Bank Regulatory Capital Requirements

Amount Ratio Amount Ratio Amount Ratio 20 1 4 Total capital to risk weighted assets

Consolidated $ 56026 i 249 $ 35885 800 NIA NIA Bank 58957 i S i5 S5867 800 $ 448S4 i 000

Tier i (core) capital to risk weighted assets Consolidated 52i 2i i i 62 i 7942 400 NIA NIA Bank 55052 i 228 i 79S2 400 26898 600

Tier i (core) capital to average assets Consolidated 52 1 21 809 25768 400 NIA NIA Bank 55052 855 25908 400 S2i 94 500

20i3 Total capital to risk weighted assets

Consolidated $ 54577 i 289 $ S5995 800 NIA NIA Bank 56952 1S53 SS675 800 $ 42093 1 000

Tier 1 (core) capital to risk weighted assets Consolidated 5i S37 1 2 1 3 1 5931 400 NIA NIA Bank 5371 2 1 276 i 6838 400 25256 600

Tier 1 (core) capital to average assets Consolidated 5i 3S7 804 25306 400 NIA NIA Bank 537i 2 842 25675 400 31 895 500

Notes to Consolidated Financial Statements

XII I Earnings Per Share

The factors used in the earnings per share computation are as follows (Dollars in thousands except per share data)

20 1 4 2013 2012

Income Weighted- Per Share Income Weighted- Per Share Income Weighted- Per Share Average Amount Average Amount Average Amount Shares Shares Shares

Basic earnings per share Net income $ 1 050 1 048g23 $ 1 00 $ 976 1 043765 $ 94 $ 3622 1 352929 $ 268 Effect of assumed exercise

of stock options and restricted stock awards 1 831 9786 NIA

Diluted earnings per share Net income $ 1 050 1 050754 $ 1 00 $ 976 1 053551 $ 93 $ 3622 1 352g2g $ 268

Options to purchase 68500 68500 and 88998 shares of common stock were outstanding at December 31 201 4 201 3 and 201 2 but were not included in the computation of diluted EPS because the options exercise price was greater than the average market price of the common shares for each period

Notes to Consolidated Financial Statements

XIV Fair Val u e Measurements

ASC Topic 820 Fair Value Measurements defines fair value as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market parshyticipants at the measurement date Topic 820 also specifies a fair value hierarchy which requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value The standard describes three levels of inputs that may be used to measure fair value

Level i Quoted prices in active markets for identical assets Level 2 Observable inputs other than Level i prices such

as quoted prices for similar assets quoted prices in markets that are not active or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities

Level 3 Unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets

Following is a description of the valuation methodologies and inputs used for assets and liabilities measured at fair value on a recurring basis and recognized in the accompanying balance sheets as well as the general classification of such assets and liabilities pursuant to the valuation hierarchy

Securities Available for Sale

Securities classified as available for sale are reported at fairvalue utilizing Level 2 inputs Except for equity securities unadjusted quoted prices in active markets for identical assets are utilized to determine fair value at the measurement date which are conshysidered Level i inputs For all other securities the Corporation obtains fair value measurements from an independent pricing sershyvice The fair value measurements consider observable data that may include dealer quotes market spreads cash flows the US Treasuryyield curve live trading levels trade execution data market consensus prepayment speeds credit information and the bonds terms and conditions among other things

Certain financial assets and financial liabilities are measured at fair value on a nonrecurring basis that is the instruments are not measured at fair value on an ongoing basis but are subject to fair value adjustments in certain circumstances (for example when there is evidence of impairment) At December 3i 20i 3 other real estate owned measured at fair value was $7 5 million using a combination of observable inputs including recent appraisshyals and unobservable inputs based on customized discounting criteria Due to the significance of the unobservable inputs all other real estate owned fair values have been classified as Level 3 Rnancial assets and financial liabilities excluding impaired Joans measured at fair value on a nonrecurring basis were not significant at December 31 201 4 and 2013

The following tables summarize financial assets measured at fair value at December 31 segregated by the level of the valuation inputs within the fair value hierarchy utilized to measure fair value (Dollars in thousands)

Level 1 Level 2 Level 3 Total 20 1 4 Inputs Inputs Inputs Fair Value Recurring

$ Equity securities $ 456 $ $ 456 Securities available for sale $ $ i 27768 $ $ 1 27768

Nonrecurring $ Impaired Joans $ $ 1 069 $ 1 069

other real estate owned $ $ $ 3375 $ 3375

201 3 Recurring

$ $ Equity securities $ 2405 $ 2405 Securities available for sale $ $ i 4706i $ $ 1 4706i

Nonrecurring $ Impaired loans $ $ 91 6 $ 9 1 6

Other real estate owned $ $ $ 832 $ 832

Notes to Consolidated Financial Statements

XI Fair Value of Financial Instruments

The canying amount and fair value of the Corporations other financial instruments at December 31 are set forth below (Dollars in thousands)

Financial assets Cash and cash equivalents Restricted stock -Loans held for sale Loans net Accrued interest receivable

Financial liabilities Deposits Other borrowings Accrued interest payable

Commitments to orginate loans

Letters of credit

Lines of credit

Forward sale commitments

Carrying Amount

$ 2671 5 1 647 2432

405059 3369

$ 548940 3600

52

2014 201 3

Fair Value Carrying Amount

$ 2671 5 $ 36838 1 647 1 494 2432 5902

405027 377172 3369 2820

$ 51 3334 $ 549645 3600 4800

52 66

Fair Value

$ 36838 1 494 5902

377166 2820

$ 502487 4800

66

Notes to Consolidated Financial Statements

XV Fair Val u e of Financial Instrum ents cont

Nonrecurring Measurements Following is a description of the valuation methodologies and inputs used for assets measured at fair value on a nonrecurring basis and recognized in the accompanying balance sheets as well as the general classification of such assets pursuant to the valuation hierarchy For assets classified within Level 3 of the fair value hierarchy the process used to develop the reported fair value is described below

Other Real Estate Owned Other real estate owned (OREO) is carried at fair value Jess estimated cost to sell when the real estate is acquired Estimated fair value of OREO is based on appraisals or evaluations OREO is classified within Level 3 of the fair value hierarchy

Appraisals of OREO are obtained when the real estate is acquired and subsequently as deemed necessary by the Banks manageshyment Appraisals are reviewed for accuracy and consistency by the Bank Appraisers are selected from the list of approved appraisers maintained by management

Collateral-dependent Impaired Loans Net of ALLL The estimated fair value of collateral-dependent impaired Joans is based on the appraised fair value of the collateral Jess estimated cost to sell Collateral-dependent impaired Joans are classified within Level 3 of the fair value hierarchy

The Bank considers the appraisal or evaluation as the starting point for determining fair value and then considers other factors and events in the environment that may affect the fair value Appraisals of the collateral underlying collateral-dependent Joans are obtained when the loan is determined to be collateral-dependent and subsequently as deemed necessary by the Banks management Appraisals are reviewed for accuracy and consistency by the Bank Appraisers are selected from the list of approved appraisers mainshytained by management The appraised values are reduced by discounts to consider lack of marketability and estimated cost to sell if repayment or satisfaction of the Joan is dependent on the sale of the collateral These discounts and estimates are developed by the credit department by comparison to historical results

Notes to Consolidated Financial Statements

XV Fair Val ue of Financial Instruments cont

Unobservable (Level 3) Inputs The following table presents quantitahve information about unobservable inputs used in recurring and nonrecurring Level s fair value measurements other than goodwill (Dollars in thousands)

Other real estate owned

middot Collateral-dependent impaired loans

Other real estate owned

Collateral-dependent impaired loans

Fair Value at 123 114

$ 3375

$ 1 069

Fair Value at 123113

$ 832

$ 91 6

Sensitivity of Significant U nobservable Inputs The following is a discussion of the sensitivity of significant unobshyservable inputs the interrelationships between those inputs and other unobservable inputs used in recurring fair value measureshyment and of how those inputs might magnify or mitigate the effect of changes in the unobservable inputs on the fair value measurement

The following follows the Fair value table The following methods were used to estimate the fair value of all other financial instruments recognized in the accompanying balshyance sheet at amounts other than fair value

Cash and Cash Equivalents The carrying amount approximates fair value

Loans Held For Sale The carrying amount approximates fair value due to the insigshynificant time between origination and date of sale The carrying amount is the amount funded and accrued interest

Loans

Fair value is estimated by discounting the future cash flows using the market rates at which similar notes would be made to borshyrowers with similar credit ratings and for the same remaining maturities The market rates used are based on current rates the Bank would impose for similar loans and reflect a market parshyticipant assumption about risks associated with nonperformance illiquidity and the structure and term of the loans along with local economic and market conditions

Restricted Stock Fair value is estimated at book value due to restrictions that limit the sale or transfer of such securities

Valuation Unobservable Range Technique Inputs (Weighted

Market comparable Comparability Average)

properties adjustments () Not available

Market comparable Marketability properties discount 1 0 - 1 5 (1 2)

Valuation U nobservable Range Technique Inputs (Weighted

Market comparable Comparability Average)

properties adjustments () Not available

Market comparable Marketability properties discount 1 0 - 1 5 (1 2)

Accrued Interest Receivable and Payable

The carrying amount approximates fair value The carrying amount is determined using the interest rate balance and last payment date

Deposits and Other Borrowings Fair value of term deposits is estimated by discounting the future cash flows using rates of similar deposits with similar maturities The market rates used were obtained from a knowledgeable independent third party and reviewed by the Corporation The rates were the average of current rates offered by local competishytors of the bank subsidiaries

The estimated fair value of demand NOW savings money marshyket deposits and other borrowings is the book value since rates are regularly adjusted to market rates and amounts are payable on demand at the reporting date

Commitments to Originate Loans Forward Sale Commitments Letters of Credit and Lines of Credit The fair value of commitments to originate loans is estimated using the fees currently charged to enter into similar agreements taking into account the remaining terms of the agreements and the present creditworthiness of the counterparties For fixedshyrate loan commitments fair value also considers the difference between current levels of interest rates and the committed rates

The fair value of commitments to sell securities is estimated based on current market prices for securities of similar terms and credit quality

The fair values of letters of credit and lines of credit are based on fees currently charged for similar agreements or on the estimated cost to terminate or otherwise settle the obligations with the counterparties at the reporting date

Notes to Consolidated Financial Statements

XVI Accumul ated Comprehensive Income (Loss)

The components of accumulated other comprehensive income loss) included in stockholders equity are as follows (Dollars in thousands)

Net unrealized gains (Joss) on available for sale securities Tax effect Net-of-tax amount

20 1 4

$ 766 (260)

$ 506

2013

$ (871) 296

$ (575)

Amounts reclassified from accumulated other comprehensive income and the affected line items in the statements of income during the years ended December 31 were as follows

Affected line item in 20 1 4 2013 2012 the statements of

income

Net realized gains of Unrealized gains on securities available for sale $ 368 $ 434 $ 2084 sales of available for-sale

securities

Tax effect (1 26) (i 48) (709) Income taxes Total reclassification out of accumulated other comprehensive income $ 242 $ 286 $ 1 375 Net reclassified

amount

XVII Goodwill and Acquired Intangible Assets

The Corporations goodwill and intangible assets are as follows There was no Impairment of goodwill or intangible assets in 2014 or 2013 (Dollars in thousands)

20 1 4 2013

Goodwill $ 3265 $ 3265 Core deposit intangibles $ 1 805 $ 1 805 Non-compete agreement 375 375 Intangible assets 21 80 2 180 Less accumulated amortization 2 180 2090

Total intangible assets $ $ 90

Aggregate amortization expense for years ended December 31 2014 201 3 and 201 2 was $90 $181 and $1 80 thousand respectively

XVI II Subsequent Events

Management evaluated subsequent events through February 27 201 5 the date the consolidated financial statements were available to be issued Events or transactions occurring after December 31 2014 but prior to February 27 2015 that provided additional evidence about conditions that existed at December 31 2014 have been recognized in the consolidated financial statements for the year ended December 31 2014 Events or transactions that provided evidence about conditions that did not exist at December 31 201 4 but arose before the consolidated financial statements were available to be issued have not been recognized in the consolidated financial statements for the year ended December 31 2014

This information is an Integral part of the accompanying consolidated financial statements

Independent Auditors Report

CPAs amp Advisors

Board of Directors

NI Bancshares Corporation

Sycamore Illinois

We have audited the accompanying consolidated financial statements of NI Bancshares Corporation which comprise

the consolidated balance sheets as of December 3 1 2014 and 2013 and the related consolidated statements of income

comprehensive income (loss) stockholders equity and cash flows for the years ended December 3 1 2014 2013 and 2012 and the related notes to the consolidated financial statements

Managements Responsibility for the Financial Statements

Management is responsible for the preparation and fair presentation of these consolidated financial statements in accordance

with accounting principles generally accepted in the United States of America this includes the design implementation and

maintenance of internal control relevant to the preparation and fair presentation of consolidated financial statements that are

free from material misstatement whether due to fraud or error

Auditors Responsibility

Our responsibility is to express an opinion on these consolidated financial statements based on our audits We conducted our

audits in accordance with auditing standards generally accepted in the United States of America Those standards require that

we plan and perform the audit to obtain reasonable assurance about whether the consolidated financial statements are free from material misstatement

An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the consolidated

financial statements The procedures selected depend on the auditors judgment including the assessment of the risks of material misstatement of the consolidated financial statements whether due to fraud or error In making those risk

assessments the auditor considers internal control relevant to the Corporations preparation and fair presentation of the

consolidated financial statements in order to design audit procedures that are appropriate in the circumstances but not for

the purpose of expressing an opinion on the effectiveness of the Corporations internal control Accordingly we express no

such opinion An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of

significant accounting estimates made by management as well as evaluating the overall presentation of the consolidated

financial statements

We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion

Opinion In our opinion the consolidated financial statements referred to above present fairly in all material respects the financial position of NI Bancshares Corporation as of December 3 1 2014 and 2013 and the results of its operations and cash flows

for the years ended December 3 1 2014 2013 and 2012 in accordance with accounting principles generally accepted in the United States of America

Decatur Illinois February 27 2015

PRESID ENT I CEO Michael A Cullen

BUSI NESS BANKING Charles C Kaiser Senior Vice President - Business Banking

Michael A Hawley Senior Vice President - Senior Commercial Loan Officer

Grant M Goltz Vice President - Commercial Loan Officer

Lucas G Goucher Vice President - Commercial Loan Officer

Nicholas D Lee Vlce President - Commercial Loan Officer

Robert W Mason Vice President - Commercial Loan Officer

Timothy J Meyer Vice President - Commercial Loan Officer

Sheela Prahlad Vice President - Commercial Loan Officer

CREDIT D EPARTMENT

Karen A Kuppler Senior Vice President - Chief Credit Officer

Gerald W Brantner Vice President - Senior Collector

CONSUM ER BANKING RESIDENTIAL LENDING ORIGINATION

Mark R ODell Vice President - Senior Retail Loan Officer

CONS U M ER BANKING Bradley V Brown Senior Vice President - Consumer Banking (Security Officer)

Terrence M Duffy Senior Vice President - Consumer Banking Division Manager

Ishmael M McGhee Vice President - Consumer Banking Division Manager

Frank P Turza Vice President - Consumer Banking Division Manager

Directory of NBamp T

TRUST D EPARTMENT R David Van Buren Senior Vice President - Trust amp Investments

Stephen J Colianni Vice President -Trust Investment Officer

Stephen G Corcoran Vice President - Employee Benefits Manager

Karen J Daleo Vice President - Trust Tax Manager amp Assistant Secretary

James J Dombek Vice President - Personal Trust Manager amp Secretary

Kathryn J Johnson Vice President -Trust Administrator

Thomas M Sullivan Vice President - Trust Administrator

Carolyn S Swafford Vice President - Trust Administrator

FAR M SERVIC E DEPARTM ENT Scott R Pumroy Vice President - Farm Service Department Manager

OPERATIONS D EPARTMENT

Michelle R Carlson Vice President - Operations

Hien Van Do Vice President - Core Banking Systems Administrator

ACCOUNTING DEPARTM ENT David N McCoy Senior Vice President - Chief Financial Officer

BRAND amp MARKETING Tami J Armstrong Vice President - Brand amp Marketing

H U MAN RESOU RCES Samantha J Dailey Vice President - Human Resources

AUDITING DEPARTMENT Sarah M Taylor Vice President - Internal Audit

EXHIBIT 2A

NI BANCSHARES CORPORATIONS ORGANIZATIONAL CHART

NI BANCSHARES CORPORATIO N

230 W STATE ST SYCAMORE IL 601 78

State of Incorporation = Delaware

1 00

THE NATIONAL BAN K amp TRUST COMPANY OF SYCAMORE

230 W STATE ST SYCAMOR_E IL 601 78

hsults A list of branches for your depostorv nstftution NATIONAL BANK amp TRUST COMPANY OF SYCAMOftE THE (ID_RSSO 534345)

This depository fnstltutlon fs held by NI BANCSHARES CORPORATION (1827893) of SYCAMORE IL

The data are as of 12312014 Data reflects Information that was received and procMsed through 01072JJ1S

Reconciliation and YerfCtton Steps

1 In the Data Action column of each brmch row enter one or more of the actions specifild hilow 2 If required enter the date In the Effective te column

Actions

OK If the branch Information Is COfTect enter OK in the Data Action column

Chan1e If the branch Information Is incorrlCt or Incomplete revrse the data enter Change In the Data Action column and the date when this lnformaUon first beame valid Jn the Etfedive Oatbull column

Cose If a branch llsted was sold or closed enter dose In the Data Action column and thl ule or closure date In the Effective Date column Delete If a branch listed was never owned by th(s depository Institution enter Delltl In thl Oatbull Action column

Add lfa reportable branch Is missing Insert a row add the branch data and enter Add in thl Data Action column and the opening or acquisition date In the Effective Date laquo)lumn

If printing this lrst you may need to adjust your page setup in MS Excel Try uslng landscape orientation p1ae scaling andor liegal sl1ed pa pier

Submission Procedure

When you a finiihed send a savied copy to your FRB contact See the det1iled lmtructions on this site for more Information

If vou are ie-malllng this to your FRB contAct put your Institution name dtyand state In thie subjtct line of the e-mail

Note To satisfy the FR YmiddotlO portln1 rirements you must also submit FR Ymiddot10 Oomes-tic Branch Schedules for each bninch with a Ot Attlon of nae Close Deletl or Add

The FR fmiddotlO rieport may be submitted in a hardcopy format or via the FR Y-10 Online application middot httpsylOonlinefederalreservegov

bull FDIC UNINUM Office Number and ID_RSSD columns are for reference only Verification of these values Is not required

- Effecdw Ote Branch Service Type Bnnch ID Rssobull Popular Name Street Address City NATIONAL BANK amp TRUST COMPANY Of

OK Fun servlCI (Head Offitt) 53045 SYCAMORE THE 230 WEST STATE STREET SYCAMORE

OK Full Service 3310232 2290 SYCAMORE ROAD OfFICE 2290 SYCAMORE ROAD DEKALB

OK Full lce 3735255 BANCO NBampT BRANCH 1029 PLEASANT STREET DEKALB

OK Fullservice 354132 NSampT SQUARE BRANCH 130 WEST LINCOLN HIGHWAY DEKAlB

OK Full Service 3735246 ELBURN BRANCH 930 NORTH MAJN STREET ELBURN

OK Full Service 3310241 GENOA BRANCH 601 PEARSON DRIVE GfNOA

OK Full service 2192507 200 NORTH MAIN STREET OfFICE 200 NORTH MAIN STREET UtANO

OK full Service 4394873 SANDWlCH BRANCH 321 E OIURCH STREET SANDWlCH

OK Fullice 2D8577S SERENA BRANCH US HIGHWAY 52 SOMONAUK ROAD SERENA

OK Full Service 2431457 1425 DEKAl8 AVENUE BRANCH 1425 DEKALB AVENUE SYCAMORE

St1te

IL

IL

IL

IL

IL

IL

IL

IL

IL

IL

Zip Code Countv

60178 DEKALB

60US DEKALB

60115 DEKALB

60U5 DEKALB

60119 KANE

60135 DEKALB

60531 IASAllE

60548 DEKALB

60549 LA SAUE

60178 DEKALB

Country FDIC UNINUMbull Office Numberbull Hbullad Office Head Office ID_RSSD Comments

NATIONAL BANK amp TRUST COMPANY Of

UNITED STATES 6414 0 SYCAMORE THE 534345 NATIONAL BANK amp TRUST COMPANY OF

UNITED STATES 221714 2 SYCAMORE THE 534345 NATIONAL BANK amp TRUST COMPANY Of

UNITpound0 STATES 475977 9 SYCAMORE THE 534345

NATIONAL BANK amp TRUST COMPANY OF

UNITED STATES 10484 5 SYCAMORE THE 534345 NATIONAL BANK amp TRUST COMPANY OF

UNITED SfATES 475976 8 SYCAMORE THE 534345

NATIONAL BANK amp TRUST COMPANY OF

UNITED STATES 424666 4 SYCAMORE THE 534345 NATIONAL BANK amp TRUST COMPANY OF

UNITED STATES 237859 7 SYCAMOftE THE 534345 NATIONAL BANK amp TRUST COMPANY Of

UNITED STAttS 530108 10 SYCAMORE THE 534345 NATIONAL BANK amp TRUST COMPANY Of

UNITED STATES 2318S8 6 SYCAMORE THE 534345 NATIONAL BANK amp TRUST COMPANY OF

UN ITED STATES 264332 1 SYCAMORE THE 534345

Re ort Item 3 Securities Holders

FR Y-6

NI Bancshares Corporation

Sycamore IL

Fiscal Year Ending December 3 1 201 4

Current Securities Holders with ownership control or holdings of 5 or more with power to vote as-of fiscal year end

Securities Holders not listed in 3(1 )(a) through (3)(1 )(c) that had

ownership control or holdings of 5 or more with power to vote

during the fiscal year

(1 )(a)

Name amp Address (City

State Country)

James W Dutton

Tulsa OK USA

Jane Danielson

Freeport ME USA

Anne Pick

St Paul MN USA

(1 )(b)

Country of

Citizenship or

Incorporation

USA

USA

USA

(1 )(c) Number and

Percentage of Each

Class of Voting

Securities

62324 shares 594

84563 shares 806

88480 shares 843

(2)(a) (2)(b)

Country of

Name amp Address Citizenship or

(City State Country) Incorporation

(2)(c) Number and

Percentage of Each

Class of Voting

Securities

FA Y--6

NI Bancshares Corporation Sycamore ll

Ascal Year Ending December 311 2014

(1) (2) (3)(bull) (3)(b) (3)(o) (4)(bull) (4)(b) (4)(o) Percentage of List names of other companies

Percentage of Voting Securities Includeamp partnerships) If 25 or more Voting Securities ln Subsidiaries of voting securftles are held (list

Names amp Address Principal Occupation II other than Title amp Position with Title amp Position with Subsidiaries Title amp Position with Other Businesses Jn Holding (Include names names ol companies and percentage of

(City State Country) with Holding Company Holding Company (Include names of subsidiaries) (Include names ol other businesses) Company of subsidiaries) voting securltles held)

Michael A Cullen NIA Director President amp CEO Director President amp CEO NIA 018 None NIA Sycamore IL USA The National Bank amp Trust

Company of Sycamore

Richard N Anderson President - Anderson Director Director President 159 None Anderson Funeral Home Ltd (100) DeKalb JL USA Funeral Home Ltd The Natrona[ Bank amp Trust Anderson Funeral Home Ltd

Company of Sycamore

John H Boles NIA Director Retired Trust Officer NIA 149 None NIA Sycamore IL USA The National Bank amp Trust

Company of Sycamore

Evelina J Cichy Retired Vice President of Instruction Director Director NA 015 None NIA DeKalb IL USA Klshwaukee College The Natrona Bank amp Trust

Company of Sycamore

James W Dutton CFO Macrosolva lnc Chairman of the Board Chairman of the Board CFO Macrosolve lnc 594 None NIA Tulsa OK USA The Natonal Bank amp Trust

Company of Sycamore

Robert B Johnson Partner - Johnson Farms Director Director Partner 063 None Johnson Farms (40) DeKalb IL USA The National Bank amp Trust Johnson Farms

Company of Sycamore

Robert C Johnson NIA Director Director NIA 034 None NIA DeKalb IL USA The National Bank amp Trust

Company of Sycamore

Kevin P Poorten President amp CEO - Kish Health Syse Director Director NA 005 None NIA DeKalb IL USA The National Bank amp Trust

Company of Sycamore

Douglas C Roberts Private Investor Director Director PresidentmiddotZea mays Holdings LLC 382 None Zea mays Holdngs LLC (100) Sycamore IL USA The National Bank amp Trust

Company of Sycamore

Tmothy P Suter President amp CEO - Suter Company Director Director NA 002 None NIA Sycamore IL USA The Natlonal Bank amp Trust

Company of Sycamore

Report lem 4 Insiders -PAGE 2 of 2

Tami Armstrong NIA NIA VP Brand amp Marketng NIA 0005 None NIA Sycamore IL USA The Natonal Bank amp Trust

Company of Sycamore

Bradley V Brown NIA NIA SVP Consumer Banking NIA 0004 None NIA DeKalb IL USA The Natlonal Bank amp Trust

Company of Sy9amore

Michelle Carlson NIA NIA VP Operallons NIA 0004 None NIA SuQar Grove IL USA The National Bank amp Trust

Company of Sycamore

Sa_111antha J Dalley NIA NIA VP Human Resources NIA 0003 None NIA Sycamore IL USA The National Bank amp Trust

Company of Sycamore

James Dombek NIA NIA VP Personal Trust Manager NIA 0002 None NIA Sycamore IL USA The National Bank amp Trust

Company of Sycamore

Michael Hawley Geneva IL USA NIA NIA Sr VP Sr Commercial Loan Officer NIA 0005 None NIA

The Natfonal Bank amp Trust Company of Sycamore

Charles C Kaiser NIA NIA Sr VP Senior Lending Officer NIA 0007 None NIA Sycamore IL USA The National Bank amp Trust

Company of Sycamore

Karen Kupper NIA NIA SVP Chief Credit Offcer NIA 0003 None NIA Hinkley IL USA The Natonal Bank amp Trust

Company of Sycamore

Davld N McCoy NIA Treasurer SVP Chief Flnanclitl Officer NIA 0006 None NIA South Elgin IL USA The Natlonal Bank amp Trust

Company of Sycamore

Mark ODell NIA NIA VP Sr Residentlal loan Officer NIA 0000 None NIA Aurora IL USA The National Bank amp Trust

Company of Sycamore

A David VanBuren NIA NIA SVP Trust amp Investments NIA 0005 None NIA Sycamore IL USA The National Bank amp Trust

Company of Sycamore

  • FR Y-6 Cover Page
  • Report Item 1 Annual Report to Shareholders
  • Report Item 2a Organization Chart
  • Report Item 2b Domestic Branch Listing
  • Report Item 3 Securities Holders
  • Report Item 4 Insiders
Page 13: Annual Report of Holding Companies-FR Y-6/media/others/banking/...consistent and deliberate in implementing our strategic initiatives. In addition to our loan growth, our trust assets

Consolidated Statements of Cash Flows Years ended December 3i

Cash flows from operating activities

Net income Adjustments to reconcile net income to net cash from operating activities

Amortization and accretion of securities Amortization of intangibles Realized security gains net Depreciation Loss (gain) on sale of premises and equipment Gain on sales of loans Loss on sale and valuation adjustments

of other real estate owned (Increase) decrease in mortgage loans held for sale Amortization of mortgage servicing rights Deferred tax benefit Stock compensation expense net Provision for loan losses (Increase) decrease in interest receivable and other assets Increase (decrease) in interest payable and other liabilities

Net cash provided by operating activities

Cash flows from investing activities

Redemption of FHLB stock Securities available for sale

Proceeds from sales Proceeds from maturities and calls Purchases

Sale of other real estate owned Increase in loans net Purchases of premises and equipment Proceeds from sale of premises and equipment Purchase of bank-owned life insurance

Net cash used by investing activities

Cash flows from financing activities

Proceeds from (repayment 01) holding company borrowing Net increase (decrease) in deposit activities Cash dividends paid Purchases of treasury stock Exercise of stock options

Net cash provided (used) by financing activities Net change in cash and cash equivalents Cash and cash equivalents at beginning of year Cash and cash equivalents at end of year

Supplemental cash flows information

Interest paid Income taxes paid Transfer from loans to other real estate owned

(Dollars in thousands middotsee accompanying nofes to consolidated financial middotstatements

$

$

$ $ $

2014

i 050

56i 90

(368) i 449

-(990)

i 82i 4i29

408 60

i 29 i 350

948 (i i 39) 9498

-

23322 27735 (28523)

2289 (33269)

(838) 1 70

(8 i 09) (1 7223)

(i 200) (705) (525)

-32

(2398) (i0i 23) 36838 267i 5

2278 74i

4032

2013 2012

$ 976 $ 3622

i 037 i i 76 i 8i i 80

(434) (2084) i 373 i 057

i (3) (2636) (34i 5)

i 029 i 058 2i37 (264)

506 i Oi 2 i 96 (68) i 87 i i 3

2243 i 77i 9i) 4i 9

i 969 i 904 8674 6478

847

21662 38789 38844 37290 (72497) (79835)

875 i 772 (57900) (1627 4)

(i i 22) (5942) 25 526

(70i i 3) (22827)

(i 200) 6000 22639 1 i 049

(522) (589) (i 8062)

22 932 20939 (670) (40500) (i 70i 9) 77338 94357

$ 36838 $ 77338

$ 3i18 $ 3589 $ i i 73 $ 2249 $ 51 67 $ 76i

Notes to Consolidated Financial Statements

f Summary of Significant Accounting Policies

PRINCIPLES OF CONSOLIDATION The consolidated financial statements of NJ Bancshares Corporation (the Corporation) include the accounts of the Corporation and its wholly owned subsidiary The National Bank amp Trust Company of Sycamore (the Bank) Significant intercompany transactions and accounts have been eliminated in consolidation

NATURE OF OPERATIONS The Bank provides a variety of financial services to individuals and businesses in DeKalb LaSalle and Kane Counties through its ten locations Branch offices include two locations in Sycamore three locations in DeKalb and one location in each of the towns of Elburn Genoa Leland Serena and Sandwich The Banks primary deposit products are checking accounts interestshybearing savings accounts certificates of deposit and individual retirement accounts The Banks primary lending products are commercial Joans real estate Joans and consumer Joans The Bank also maintains a trust department and originates residential mortgage Joans for sale in the secondary market The Bank is nationally chartered Deposits up to $250000 are insured by the Federal Deposit Insurance Corporation The Bank is subject to the regulations and supervision of the Office of the Comptroller of the Currency The Corporation is subject to the regulations and supervision of the Feder-al Reserve Bank

USE OF ESTIMATES The preparation of financial statements in conformity with accounting principles generally accepted in the United States (GAAP) requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of income and expense during the reporting period Actual results could differ from those estimates Material estimates that are particularly susceptible to significant change in the near term relate to the valuation of the allowance for Joan losses the valuation of other real estate owned the classification and valuation of securities the determination of fair values of financial instruments the impairment of goodwill and intangibles mortgage servicing rights and the status of contingencies

SIGNIFICANT CONCENTRATIONS OF CREDIT RISK Most of the Corporations activities are with customers located within the Illinois counties of DeKalb LaSalle and Kane Note I l l discusses the types of lending in which the Corporation is engaged The Corporation does not have any significant concentrations to any one industry customer or geographic location

CASH AND CASH EQUIVALENTS For purposes of reporting cash flows cash and cash equivalents include cash on hand amounts due from banks and federal funds sold Generally federal funds are sold and purchased for one-day periods Customer deposit and loan activities are reported on a net basis

At December 3i 20i 4 the Corporations cash accounts exceeded federally insured limits by approximately $1 i 973 thousand

SECURITIES Securities classrfied as available for sale are those debt or equity securities that the Bank intends to hold for an unspecified period of time but not necessarily to maturity Unrealized gains or losses are reported as increases or decreases in a separate component of stockholders equity net of the related deferred tax effect

The amortization of premiums and the accretion of discounts on securities are deducted from and added to interest income Realized gains or losses on sales of securities are determined using the specific-identification method Securities are written down to fair value when a decline in fair value is not temporary

Declines in the fair value of securities below their cost that are other than temporary are reftected as realized losses In estimating other-than-temporary losses management considers (i) the length of time and extent that the fair value has been Jess than cost (2) the financial condition and near term prospects of the issuer and (3) the intent of the Corporation to not sell the security or whether it is more likely than not that the Corporation will be required to sell the security before its anticipated recovery

During 201 4 201 3 and 201 2 the bank initiated a strategy to sell certain held for sale investment securities and subsequently reinvest the proceeds of those into similar held for sale investment securities The strategy included extending the weighted average maturity of a portion of the portfolio for interest rate risk purposes and accelerated the recognition of income from the portion that was sold As a result there was a gain of the sale of those securities of $368 $434 and $2084 thousand gross before taxes respectively

RESTRICTED STOCK The Bank as a member of the Federal Home Loan Bank of Chicago (FHLB) is required to maintain an investment in the capital stock of the Federal Home Loan Bank T he Bank also maintains an investment in the capital stock of the Federal Reserve Bank (FRB) For financial reporting purposes such stock is carried at cost which approximates fair value based on the redemption provisions of each institution

LOANS HELD FOR SALE Real estate loans originated and intended for sale in the secondary market are carried at the lower of cost or fair value in the aggregate as determined by outstanding commitments from investors Net unrealized losses if any are recorded as a valuation allowance and charged to earnings

Mortgage loans held for sale are generally sold with servicing rights retained The carrying value of mortgage loans sold is reduced by the cost allocated to the servicing right Gains or losses on sales of mortgage loans are based on the difference between the selling price and the carrying value of the related loan sold

Notes to Consolidated Financial Statements

SERVICING RIGHTS Servicing rights are recognized as assets for the allocated value of retained servicing rights on sold loans Servicing rights are expensed in proportion to and over the period of estimated net servicing revenues Impairment is evaluated based on the fair value of the rights using groupings of underlying loans as to loan term rate and then as to loan type Fair value is based upon discounted cash flows using market based assumptions Any impairment is reported as a valuation allowance to the extent that fair value is Jess than the capitalized amount

LOANS Loans are stated at the amount of unpaid principal net of unearned income and the allowance for loan losses Interest on loans is accrued daily and is computed on the principal balance outstanding

Loan origination fees net of certain direct organization costs are deferred and recognized as an adjustment of the yield of the related loans

In general interest income on mortgage and commercial loans is discontinued at the time the loan is 90 days delinquent unless the loan is well secured and in process of collection Consumer loans are typically charged off no later than 180 days past due In all cases loans are placed on non-accrual or charged-off at an earlier date if collection of principal or interest is considered doubtful

All interest accrued but not received for the loans placed on nonshyaccrual are reversed against interest income Interest received on such loans is accounted for on the cash basis or cost-recovery method until qualifying for return to accrual Loans are returned to accrual status when all the principal and interest amounts contractually due are brought current and future payments are reasonably assured

ALLOWANCE FOR LOAN LOSSES The allowance for loan losses is maintained at a level considered adequate to provide for probable incurred loan losses Allowances for impaired loans are generally determined based on collateral values or the present value of estimated cash flows discounted at the loans effective interest rate The allowance is increased by provisions charged to operating expense and reduced by net charge-offs Loans are charged off to the allowance for loan losses when and to the extent that they are deemed uncollectible by management Management makes continuous credit reviews of the loan portfolio and considers current economic conditions historical loan loss experience and other factors in determining the adequacy of the allowance

Allocations of the allowance may be made for specific loans but the entire allowance is available for any loan that in managements judQrnent should be charged off

The allowance consists of specific and general components The specific component relates to loans that are individually classified as impaired or loans otherwise classified as substandard or doubtful The general component covers non-classified loans and is based on historical loss experience adjusted for current factors

A loan is impaired when full payment under the Joan terms is not expected Commercial and commercial real estate loans are individually evaluated for impairment If a Joan is impaired a portion of the allowance is allocated so that the loan is reported net at the present value of estimated future cash flows using the loans existing rate or at the fair value of collateral if repayment is expected solely from the collateral Large groups of smaller balance homogeneous loans such as consumer and residential real estate loans are collectively evaluated for impairment and accordingly they are not separately identified for impairment disclosures

LAND PREMISES AND EQUIPMENT Land is stated at historical cost Premises and equipment are stated at cost less accumulated depreciation Depreciation is computed principally on the straight-line method over the estimated useful lives of the assets These assets are reviewed for impairment when events indicate the carrying amount may not be recoverable

OTHER REAL ESTATE OWNED Real properties acquired through or in lieu of loan foreclosure are to be sold and are initially recorded at fair value less the cost to sell at the date of the foreclosure establishing the new cost basis After foreclosure valuations are periodically performed by management and the real estate is carried at the lower of carrying amount or fair value less the estimated cost to sell Revenue and expenses from the operations changes in the valuation of the property and gain or loss on the disposition of the property are included in other expenses or other income as incurred

EARNINGS PER SHARE Basic earnings per share is calculated based on weightedshyaverage common shares outstanding Diluted earnings per share includes the dilutive effect of additional potential common shares issuable under stock options and restricted stock awards

GOODWILL AND INTANGIBLE ASSETS Goodwill results from business acquisitions and represents the excess of the purchase price over the fair value of acquired tangible assets and liabilities and identifiable intangible assets Goodwill and indefinite-lived intangibles are evaluated annually for impairment or more frequently if impairment indicators are present A qualitative assessment is performed to determine whether the existence of events or circumstances leads to a determination that it is more likely than not the fair value of the reporting unit or indefinite-lived intangible asset is Jess than its carrying amount If based on the evaluation it is determined to be more likely than not that the fair valued is less than the carrying value then the goodwill or indefinite-Jived intangible is tested further for impairment If the implied fair value of goodwill or the fair value of the indefinite-lived intangible is lower than their carrying amounts an impairment loss is recognized in an amount equal to the difference Subsequent increases in goodwill value

- are not recognized in the financial statements

Intangible assets consist of core deposits arising from a whole bank acquisition They are initially measured at fair value and then are amortized over their estimated useful lives These assets are reviewed for impairment when events indicate the carrying amount may not be recoverable

Notes to Consolidated Financial Statements

LOAN COMMITMENTS AND RELATED FINANCIAL INSTRUMENTS Financial instruments include off-balance sheet credit instruments such as commitments to make loans and commercial letters of credit issued to meet customer financing needs The face amount for these items represents the exposure to loss before considering customer collateral or ability to repay Such financial instruments are recorded when they are funded

IMPAIRMENT OF LONG-LIVED ASSETS The Corporation reviews long-lived assets for impairment whenever events or changes in circumstances indicate the carrying amount of an asset may not be recoverable Recoverability of assets to be held and used is measured by a comparison of the carrying amount of an asset to future undiscounted net cash flows expected to be generated by the asset If such assets are considered to be impaired the impairment to be recognized is measured by the amount by which the carrying amount of the assets exceeds the fair value of the assets Assets to be disposed of are reported at the lower of carrying amount or fair value less costs to sell

TRANSFERS OF FINANCIAL ASSETS Transfers of financial assets are accounted for as sales when control over the assets has been surrendered Control over transferred assets is deemed to be surrendered when (1 ) the assets have been isolated from the Corporation (2) the lransferee obtains the right (free of conditions that constrain it from taking advantage of that right) to pledge or exchange the transferred assets and (3) the Corporation does not maintain effective control over the transferred assets through an agreement to repurchase them before their maturity

TRUST ASSETS AND FEES Assets of the Trust Department are not included in these consolidated financial statements because they are not assets of the Corporation or the Bank Fee income generated from trust services is primarily recorded on the accrual method

INCOME TAXES Deferred income taxes are provided on temporary differences between financial statement and income tax reporting Temporary differences are differences between the amounts of assets and liabilities reported for financial statement purposes and their tax bases

Deferred tax assets are recognized for temporary differences that will be deductible in future years tax returns and for operating loss and tax credit carryforwards Deferred tax assets are recognized only if it is more likely than not that the tax position will be realized or sustained upon examination by the relevant taxing authority A tax position that meets the more-likely-thanshynot recognition threshold is initially and subsequently measured as the largest amount of tax benefit that has a greater than 50 percent likelihood of being realized upon settlement with a taxing authority that has full knowledge of all relevant information

Deferred tax assets are reduced by a valuation allowance if it is deemed more likely than not that some or all of the deferred tax assets will not be realized Deferred tax liabilities are recognized for temporary differences that will be taxable in future years

COMPREHENSIVE INCOME (LOSS) Comprehensive income (loss) consists of net income (loss) and other comprehensive income (loss) Other comprehensive income (loss) includes unrealized gains and losses on securities available for sale net of taxes These unrealized gains and losses net of taxes are also recognized as separate components of equity

LOSS CONTINGENCIES Loss contingencies including claims and legal actions arising in the ordinary course of business are recorded as liabilities when the likelihood of loss is probable and an amount or range of loss can be reasonably estimated Management does not believe there are matters that will have a material effect to the Corporation the Bank or the Banks Trust Department or on the fiancial statements of the Corporation

STOCK COMPENSATION PLANS Compensation cost is measured using the fair value of an award on the grant dates and is recognized over the service period which is usually the vesting period Compensation cost related to the non-vested portion of awards outstanding is based on the grant-date fair value of those awards T he Corporation has an incentive stock option plan and restricted stock awards which are described more fully in Note IX

TREASURY STOCK Common stock shares repurchased are recorded at cost Cost of shares retired or reissued is determined using the first-in firstshyout method

During 201 2 the Corporation purchased 392663 treasury shares This was primarily accomplished through two transactions the first involving a negotiated purchase of shares from certain members of the Dutton Family and their affiliates and the second involving a tender offer with our shareholders These treasury shares were all repurchased at $46 per share a discount to the current book value per share Detailed information related to these transactions was provided to stockholders in an Offer to Purchase dated November 1 201 2 The total cost to capital of the Corporation was $1 6940 thousand for these treasury shares

Notes to Consolidated Financial Statements

II Securities

Amortized cost and fair values of securities classified as available for sale with gross unrealized gains and losses at December 31 are summarized as follows (Dollars in thousands)

US Obligations of US Government- States and Political Certificates Equity Total

Treasury Sponsored Entities Subdivisions of Deposit Securities Securities

2014 Amortized cost $ 1 4470 $ 7981 6 $ 31 728 $ 988 $ 456 $ 1 27458 Gross unrealized gains 2 536 694 1 232 Gross unrealized losses (28) (233) (205) (466)

Fair value $ 1 4444 $ 80 1 1 9 $ 32217 $ 988 $ 456 $ 1 28224

2013 Amortized cost $ 1 5007 $ 94907 $ 37030 $ 988 $ 2406 $ 150338 Gross unrealized gains 1 0 1 1 7 854 981 Gross unrealized losses (2) (926) 924) (1 852)

Fair value $ 1 501 5 $ 94098 $ 36960 $ 988 $ 2406 $ 1 49467

The fair values of debt securities classified as available for sale by contractual maturity at December 31 2014 are as follows (Dollars in thousands)

1 year or l ess Over 1-5 years Over 5-10 years Over 1 0 years Total

US Treasury $ 5000 $ 9444 $ $ $ 1 4444

US government-sponsored entities 1 7057 47722 1 5340 80 1 1 9

Obligations of states and political subdivisions 3964 9859 1 8394 3221 7

Certificates of deposit 988 988

Total $ 26021 $ 6801 3 $ 33734 $ $1 27768

Expected maturities may differ from contractual maturities because the borrowers may have the right to call or prepay obligations with or without call or prepayment penalties Other equity securities include mutual funds which have no maturity date Securities with a market value of $1 220 million and $1 21 0 million at December 31 201 4 and 201 3 respectively are pledged to secure public deposits and other purposes as required or permitted by law

middot

Amortized cost gross reaiized gains gross realized losses and saies proceeds from available for sale securities sold matured or called at December 31 are summarized as follows (Dollars in thousands)

2014 2013 2012

Amortized cost $ 50689 $ 60072 $ 73995 Gross realized gains 546 435 2093 Gross realized losses (1 78) (1 ) (9) Proceeds $ 51 057 $ ousuo $ 70UJ

Notes to Consolidated Financial Statements

I I Securities cont

The following tabes present investments gross unrealized losses and fair value at December 31 aggregated by Investment category and length of time that Individual securities have been in a continuous unrealized loss position Dollars In thousands)

Less Than 12 Months 12 Months or More Total Fair Value Unrealized Loss Fair Value Unrealized Loss Fair Value U n realized Loss

2014 US Treasury $ 9444 $ (28) $ $ $ 9444 $ (28) US government-

sponsored entities i 7529 (43) i 5009 (i 90) 32538 (233) Obligations of states and

political subdivisions i 983 (i7) 6475 (i 88) 8458 (205) $ 28956 $ (88) $ 2i 484 $ (378) $ 50440 $ (466)

Less Than 12 Months 12 Months or More Total Fair Value Unrealized Loss Fair Value Unrealized Loss Fair Value Unrealized Loss 2013

US Treasury $ 3994 $ (2) $ $ $ 3994 $ (2)

US government-sponsored entities 7222i (926) 7222i (926)

Obligations of states and political subdivisions i 2042 (597) 3 i30 (327) i 5i 72 (924)

$ 88257 $ (i 525) $ 3i30 $ (327) $ 9i 387 $ (1 852)

At December 3i 20i 4 37 US Treasury US government-sponsored entities and obligations of states and political subdivisions securities have an unrealized loss with aggregate depreciation of less than one-quarter percent of the Corporations amortized cost basis Management views fluctuation in agencies as temporary market fluctuations There were i 9 securities with an unrealized loss for over i 2 months The fair value is expected to recover as the bonds approach maturity The nature and quality of these investments remain adequate and continue to have a Moodys rating of an A or above as required by Bank policy Management views the losses associated with US Treasury US government-sponsored entities and obligations of states and political subdivisions securities to also be temporary market fluctuations

Notes to Consolidated Financial Statements

III Loans

Classes ofoans at December 31 include (Dollars in thousands)

2014 2013

Construction and land development $ 1 4 199 $ 1 9798 Farmland 20488 1 7397 Residential real estate 1 1 5291 1 04873 Nonresidential real estate 1 37499 1 3501 4 Agricultural production 1 2530 1 2968 Commercial 45940 41 273 Loans to individuals 57280 42883 Other 5738 6206

Total Joans and leases $ 408965 $ 38041 2 Allowance for loan losses (3906) (3240)

Total loans and leases net $ 405059 $ 377 1 72

The Bank maintains lending policies and procedures designed to focus lending efforts on the type location and duration of loans most appropriate for its business model and markets The Banks principal lending activity is the origination of residential and commercial real estate loans commercial loans consumer loans and home equity lines of credit The primary lending market is located within the Illinois counties of DeKalb LaSalle and Kane Generally loans are collateralized by assets of the borrower and guaranteed by the principals of the borrowing entity

The Board of Directors reviews and approves the Banks lending policy on an annual basis Quarterly the Board reviews the allowance for loan losses and reports related to loan production loan quality concentrations of credit loan delinquencies and non-performing and potential problem loans

The Bank does not accrue interest on any asset which is maintained on a cash basis because of deterioration in the financial position of the borrower any asset for which payment in full of interest or principal is not expected or any asset upon which principal or interest has been in default for a period of ninety days or more unless it is both well secured and in the process of collection A non-accrual asset may be restored to an accrual status when none of its principal and interest is due and unpaid or when it otherwise becomes well secured and in the process of collection

The Bank periodically performs an independent loan review of outstanding loans through the use of an outside third party The primary objective of the independent loan review function is to ensure the maintenance of a quality loan portfolio and minimize the potential for Joan losses The Joan review engagement is responsible for reviewing a sample of existing loans for compliance with internal policies and procedures In addition to reviewing Joans for compliance the loan review analyzes the appropriateness and timeliness of risk grading and problem loan identification by loan officers

Notes to Consolidated Financial Statements

I l l Loans cont

The Corporation categorizes loans into risk categories based on relevant information about the ability of borrowers to service their debt such as current financial information historical payment experience credit documentation public information and current economic trends among other factors This analysis is performed on an annual basis at a minimum The Corporation uses the following definitions for risk ratings

Internal Risk Categories Loan grades are numbered i through 7 Grades i through 4 are considered pass grades The grade of 5 or Special Mention represents loans of lower quality and is considered criticized The grades of 6 or Substandard and 7 or Doubtful refer to assets that are classified The use and application of these grades by the bank will be uniform and shall conform to the banks policy

Pass (1) loans are of superior quality with excellent credit strength and repayment ability providing a nominal credit risk

Pass (2) loans are of above average credit strength and repayment ability providing only a minimal credit risk

Pass (3) loans of reasonable credit strength and repayment ability providing an average credit risk due to one or more underlying weaknesses

Pass (4) loans of the lowest acceptable credit strength and weakened repayment ability providing a cautionary credit risk due to one or more underlying weaknesses New borrowers are typically not underwrillen witl1in this classification

Special Mention (5) assets have potential weaknesses that deserve managements close attention If left uncorrected these potential weaknesses may result in deterioration of the repayment prospects for the asset or in the institutions credit position at some future date Special mention assets are not adversely classified and do not expose an institution to sufficient risk to warrant adverse classification Ordinarily special mention credits have characteristics which corrective management action would remedy

Substandard (6) loans are inadequately protected by the current sound worth and paying capacity of the obligor or of the collateral pledged if any Loans so classified must have a well-defined weakness or weaknesses that jeopardize the liquidation of the debt They are characterized by the distinct possibility that the Bank will sustain some loss if the deficiencies are not corrected

Doubtful (7) loans classified as doubtful have all the weaknesses inherent in those classified Substandard with the added characteristic that the weaknesses make collection or liquidation in full on the basis of current known facts conditions and values highly questionable and improbable

Risk characteristics applicable to each segment of the loan portfolio are described as follows

Residential 1 -4 Family The residential i -4 family real estate are generally secured by owner-occupied i -4 family residences Repayment of these loans is primarily dependent on the personal income and credit rating of the borrowers Credit risk in these loans can be impacted by economic conditions within the Banks market areas that might impact either property values or a borrowers personal income Risk is mitigated by the fact that the loans are of smaller individual amounts and spread over a large number of borrowers

Non-residential Real Estate Non-residential real estate loans typically involve larger principal amounts and repayment of these loans is generally dependent on the successful operations of the property securing the loan or the business conducted on the property securing the loan These loans are viewed primarily as cash flow loans and secondarily as loans secured by real estate Credit risk in these loans may be impacted by the creditworthiness of a borrower property values and the local economies in the Banks market areas

Construction and Land Development Real Estate Conshystruction and land development real estate loans are usually based upon estimates of costs and estimated value of the completed project and include independent appraisal reviews and a financial analysis of the developers and property owners Sources of repayment of these loans may include permanent loans sales of developed property or an interim loan commitment from the Bank until permanent financing is obtained These loans are considered to be higher risk than other real estate loans due to their ultimate repayment being sensitive to interest rate changes general economic conditions and the availability of long-term financing Credit risk in these loans may be impacted by the creditworthiness of a borrower property values and the local economies in the Banks market areas

Commercial The commercial portfolio includes loans to commercial customers for use in financing working capital needs equipment purchases and expansions The loans in this category are repaid primarily from the cash flow of a borrowers principal business operation Credit risk in these loans is driven by creditworthiness of a borrower and the economic conditions that impact the cash flow stability from business operations

Loans to individuals The consumer loan portfolio consists of various term and line of credit loans such as automobile loans and loans for other personal purposes Repayment for these types of loans will come from a borrowers income sources that are typically independent of the loan purpose Credit risk is driven by consumer economic factors (such as unemployment and general economic conditions in the Banks market area) and the creditworthiness of a borrower

Agricultural Production and Farmland Loans Agricultural production loans are generally comprised of seasonal operating lines to cash grain farmers to plant and harvest corn and soybeans and term loans to fund the purchase of equipment Farmland loans are primarily comprised of loans for the purchase of farmland Specific underwriting standards have been established for agricultural-related loans including the establishment of projections for each operating year base on industry developed estimates of farm input costs an expected commodity yields and prices Operating lines are typically written for one year and secured by the crop Loan-to-value ratios on Joans secured by farmland generally do not exceed 65 and have amortization periods limited to twenty-five years Federal government-assistance lending programs through the Farm Service Agency are used to mitigate the level of credit risk when deemed appropriate

Notes to Consolidated Financial Statements

The following table presents the credit risk profile of the Banks loan portfolio based on internal rating category and payment activity as of December 31 2014 and 2013 (Dollars in thousands)

Non Residential Residential Agricultural Loans-to

Construction Farmland Real Estate Real Estate Production Commercial Individuals Other

20 1 4 Loan Class Pass $ 1 1 274 $ 20488 $ 1 0941 2 $ 1 35059 $ 1 2530 $ 45386 $ 57280 $ 5738 Special mention 1 261 Substandard 2925 5879 1 1 79 554 Doubtful Total $ 1 4 1 99 $ 20488 $ 1 15291 $ 1 37499 $ 1 2530 $ 45940 $ 57280 $ 5738

201 3 Loan Class Pass $ 1 6327 $ 1 6505 $ 98646 $ 1 29428 $ 1 2 1 28 $ 38282 $ 42883 $ 6206 Special mention 892 5667 448 840 2503 Substandard 3471 560 5 138 488 Doubtful Total $ 1 9798 $ 1 7397 $ 1 04873 $ 1 3501 4 $ 1 2968 $ 41 273 $ 42883 $ 6206

The Bank evaluates the loan risk grading system definitions and allowance for loan loss methodology on an ongoing basis No significant changes were made to either during the past year

The accrual of interest on loans is discontinued at the time the loan is 90 days past due unless the credit is well-secured and in process of collection Past due status is based on contractual terms of the loan In all cases loans are placed on non-accrual or charged-off at the earlier date if collection of principal and interest is considered doubtful

All interest accrued but not collected for loans that are placed on non-accrual or charged-off is reversed against interest income The interest on these loans is accounted for on the cash-basis or cost-recovery method until qualifying for return to accrual Loans are returned to accrual status when all principal and interest amounts contractually due are brought current and future payments are reasonably assured

Notes to Consolidated Financial Statements

The following tables present the Corporation s loan portfolio aging analysis at December 31 (Dollars in thousands)

Non Residential Residential Agricultural Loans to

Construction Farmland Real Estate Real Estate Production Commercial Individuals Other Total

201 4 30-89 days past due $ $ $ 1 92 $ $ $ $ 707 $ 23 $ 922 90 days or greater

past due or nonaccrual 1 68 6327 551 92 2 7 140 Total past due and

nonaccrual 360 6327 551 799 25 8062 Current loans 1 4 1 99 20488 1 1 4931 1 31 1 72 1 2530 45389 56481 57 13 400903

Total loans receivable 1 4 1 99 20488 1 1 5291 1 37499 1 2530 45940 57280 5738 408965

Total loans 90 days or greater and accruing $ $ $ $ 571 1 $ $ $ 92 $ 2 $ 5805

2013 30-89 days past due $ $ $ 312 $ 57 $ $ $ 529 $ 28 $ 926 90 days or greater

past due or nonaccrual 770 4791 347 75 5983

Total past due and nonaccrual 1 082 4848 347 604 28 6909

Current loans 1 9798 1 7397 1 03791 1 301 66 1 2968 40926 42279 6 178 373503

Total loans receivable 1 9798 1 7397 1 04873 1 3501 4 1 2968 41273 42883 6206 38041 2

Total loans 90 days or greater and accruing $ $ $ 209 $ 3683 $ $ $ 75 $ $ 3977

A loan is considered impaired in accordance with the impairment accounting guidance (ASC 31 0-1 0-35-1 6) when based on current information and events it is probably the Corporation will be unable to collect all amounts due from the borrower in accordance with the contractual terms of the loan Impaired loans include non-performing commercial loans but also include loans modified in troubled debt restructurings where concessions have been granted to borrowers experiencing financial difficulties These concessions could include a reduction in the interest rate on the loan payment extensions forgiveness of principal forbearance or other actions intended to maximize collection

Included in certain loan categories in the impaired loans are troubled debt restructurings that were classified as impaired At December 31 201 4 and 201 3 the Corporation had $895 and $907 thousand respectively of commercial and non-residential real estate loans $76 and $76 thousand respectively in residential loans and $1 and $5 thousand respectively in consumer loans that were modified in troubled debt restructurings and impaired and that were performing in accordance with their modified terms

When economic concessions have been granted to borrowers who have experienced financial difficulties the loan is considered a troubled debt restructuring These concessions typically result from our loss mitigation activities and could include reductions in the interest rate payment extensions forgiveness of principal forbearance or other actions Troubled debt restructurings are considered impaired at the time of restructuring and typically are returned to accrual status after considering the borrowers sustained repayment performance as agreed for a reasonable period of at least six months or once the granted concessions have ended or are no longer applicable

As of December 31 201 4 and 201 3 the Bank had troubled debt restructurings all modification of payment terms with a recorded balance at original cost of $895 and $907 thousand respectively and consists of four commercial and non-residential real estate loans for both years which are all performing in accordance with the modified terms of the loan All four loans were added as troubled debt restructuring during the fourth quarter of 201 3 There was no difference between pre-modification and post-modification balances As of December 31 201 4 and 2013 the loans totaling $895 and $907 thousand respectively are on non-accrual and considered impaired by the Bank Based on the fair value of the collateral specific reserves required on the loans totaled $108 and $98 thousand as of December 31 201 4 and 2013 respectively During the years ended December 31 201 4 and 2013 there were no defaults of loans that had been modified as a troubled debt restructuring in the 1 2 month period prior to default

Notes to Consolidated Financial Statements I l l Loans cont

The following tables present the impaired loan balances (loans on non-accrual status) at December 31 (Dollars in thousands)

Non Residential Residential

Real Real Agricultural Loans to

Construction Farmland Estate Estate Production Commercial Individuals Other

20 1 4 Loans with out a specific

valuation al lowance Recorded balance $ $ $ 92 $ $ $ 487 $ $ Unpaid principal balance 92 487 Specific allowance Average investment in

impaired loans 278 4 1 99 1 02

Loans with a specific valuation al lowance

Recorded balance $ $ $ 76 $ 61 6 $ 63 Unpaid principal balance 76 61 6 63 Specific allowance 66 1 08 31 Average investment in

impaired loans 369 1 1 48 694

Total loans receivab l e Total Recorded balance $ $ $ 1 68 $ 61 6 $ $ 551 $ $ $ 1 335 Unpaid principal balance $ $ $ 1 68 $ 61 6 $ $ 551 $ $ $ 1 335 Specific allowance $ $ $ 66 $ 1 08 $ $ 31 $ $ $ 205 Average investment in

impaired Joans $ $ $ 648 $ 5346 $ $ 796 $ $ $ 6790

2013 Loans without a specific

valuation al lowance Recorded balance $ $ $ 299 $ 1 098 $ $ $ $ Unpaid principal balance 299 1 098 Specific allowance Average investment in

impaired loans 4037 280 5226 1 7 12

Loans with a specific valuation al lowance

Recorded balance $ $ $ 261 $ $ 347 Unpaid principal balance 261 347 Specific allowance 1 1 2 1 07 Average investment in

impaired loans 306 8201 530

Total loans receiva ble Total

Recorded balance $ $ $ 560 $ 1 098 $ $ 347 $ $ $ 2005 Unpaid principal balance $ $ $ 560 $ 1 098 $ $ 347 $ $ $ 2005 Specific allowance $ $ $ 1 1 2 $ $ $ 1 07 $ $ $ 219 Average investment in

impaired Joans $ 4037 $ $ 586 $1 3427 $ $ 2242 $ $ $ 20292

There was no Interest income recognized on a cash basis or accrual basis for 2014 or 2013 on impaired loans

Notes to Consolidated Financial Statements

Ill Loans cont

The following tables present the balance in the allowance for loan losses and the recorded investment in loans based on portfolio segment and impairment methods at December 31 (Dollars in thousands)

Non Residential Residential Agricultural Loans to Other

Construction Farmland Real Estate Real Estate Production Commercial Individuals Loans Unallocated Total

20 1 4 Allowance for loan losses Balance beginning of year $ 473 $ i 9 $ 700 $ i 32i $ i 4 $ 56i $ i 22 $ 30 $ - $ 3241 Provision charged to

expense (289) 68 762 (27) 2i (96) 699 2 i 2 i 351 Losses charged off (324) (i 79) (7i) (270) (i32) (971 Recoveries 34 49 i 3 i 8 i 55 23 29 Balance end of year $ 2i8 $ 87 $ i i 87 $ i i 28 $ 35 $ 4i 2 $ 706 $ i 33 $ - $ 3901

Ending balance individually evaluated for impairment $ $ $ 66 $ i 08 $ $ 3i $ $ $ - $ 20[

Ending balance collectively evaluated for impairment $ 2i 8 $ 87 $ i i 21 $ 1 020 $ 35 $ 381 $ 706 $ 1 33 $ - $ 370

Loans Ending balance $ 1 4 1 99 $20488 $1 1 5291 $ 1 37499 $ 1 2530 $45940 $ 57280 $ 5738 $ - $ 40896 Ending balance individually

evaluated for impairment $ $ $ i 68 $ 61 6 $ $ 551 $ $ $ - $ 1 33 Ending balance collectively

evaluated for impairment $14 i 99 $20488 $1 1 5 1 23 $ 1 36883 $ 1 2530 $45389 $57280 $ 5738 $ - $ 40763(

2013 Allowance for loan losses Balance beginning of year $ 243 $ 23 $ 848 $ 2040 $ 1 7 $ 456 $ 285 $ 7 $ 52 $ 397 Provision charged to

expense 230 (4) 378 1 077 (3) 630 (1 50) 1 37 (52) 224 Losses charged off (543) (i 830) (538) (203) (1 4 i ) (325t Recoveries 1 7 34 1 3 1 90 27 28

Balance end of year $ 473 $ 1 9 $ 700 $ i 32i $ i 4 $ 56i $ i 22 $ 30 $ - $ 324(

Ending balance individually evaluated for impairment $ $ $ 1 1 2 $ $ $ i 07 $ $ $ - $ 2if

Ending balance collectively evaluated for impairment $ 473 $ i 9 $ 588 $ 1 32i $ i 4 $ 454 $ i 22 $ 30 $ - $ 302middot

Loans Ending balance $i 9798 $1 7397 $i 04873 $ i 35014 $ 1 2968 $41 273 $ 42883 $ 6206 $ - $ 38041 Ending balance individually

evaluated for impairment $ $ $ 560 $ i 098 $ $ 347 $ $ $ - $ 200( Ending balance collectively

evaluated for impairment $i 9798 $ i 7397 $i 0431 3 $ i 339i 6 $ 1 2968 $40926 $42883 $ 6206 $ - $ 37840i

Notes to Consolidated Financial Statements

I I I Loans cont

Managements opinion as to the ultimate collectability of loans is subject to estimates regarding future cash flows from operations and the value of property real and personal pledged as collateral These estimates are affected by changing economic conditions and the economic prospects of borrowers

Allowance for Loan Losses The allowance for loan and lease losses (allowance) represents managements estimate of the reserve necessary to adequately account for probable losses that could ultimately be realized from current loan exposures In determining the adequacy of the allowshyance management relies predominately on a disciplined credit review and approval process The review process is directed by overall lending policy and is intended to identify at the earliest possible stage borrowers who might be facing financial difficulty

Loans for which it is probable that the Bank will not collect all principal and interest due according to the contractual terms are identishyfied as impaired The impairment for each applicable loan is quantified and specific loss exposures are allocated within the allowance Loans that are in non accrual status are generally considered impaired

A detailed analysis is performed on each loan that is not impaired but poses sufficient risk to warrant in-depth review These are loans that have been classified as substandard or are on the Banks internal watch list Due to the elevated risk inherent in these Joans management has determined that it is appropriate to quantify the potential loss within the pool of classified loans by estimating each loans collateral shortfall These collateral shortfall estimates are incorporated in the determination of the adequacy of the allowance

In estimating the risk of loss in the remaining portion of the loan portfolio identified as non-classified management establishes base Joss estimations which are derived from the historical Joss experience over the past three calendar years These base loss estimations are then adjusted after consideration ofnine different qualitative factors

Notes to Consolidated Financial Statements

IV Loan Servicing

Real estate loans serviced for others are not included in the accompanying consolidated balance sheets The risks inherent in mortgage servicing assets relate primarily to changes in prepayments that result from shifts in mortgage interest rates The unpaid principal balances of mortgage loans serviced for others was $3528 million and $3567 million at December 31 201 4 and 201 3 respectively The fair value of mortgage servicing rights at December 31 201 4 and 201 3 was approximately $31 million and $33 million respectively The fair value of servicing rights was determined using discount rates ranging from 950 to 1 000 percent and prepayment speeds principally ranging from 903 to 1 1 20 percent depending on the stratification of the specific right

The Corporation changed its method of amortizing mortgage servicing rights during 201 3 from the straight-line amortization method to a methodology based on anticipated prepayment assumptions Amortization expense for 2013 would have been $1 068 thousand if the straight-line method was used

Custodial escrow balances maintained in connection with the foregoing loan servicing and included in demand deposits were $37 million and $4 1 million at December 31 201 4 and 201 3 respectively

Following is a summary of the mortgage servicing rights capitalized and amortized (Dollars in thousands)

20 1 4 2013 2012

Balance beginning of year $ 2524 $ 21 83 $ 1 876 Mortgage servicing rights capitalized 331 847 1 31 9 Mortgage servicing rights amortized (408) 506) (1 01 2) Recorded balance end of year $ 2447 $ 2524 $ 21 83

Fair value end of year $ 31 38 $ 3273 $ 21 83

Notes to Consolidated Financial Statements

V Land Premises and Equipment

A summary of land premises and equipment by asset classification at December 31 is as follows (Dollars in thousands)

20 1 4 2013

Land $ 7895 $ 7895 Premises 1 7 697 1 8297 Furniture fixtures and equipment 7867 791 7 Vehicles 1 1 0 1 1 0

33569 34219 Accumulated depreciation (1 241 2) (1 2281) Land premises and equipment net $ 21 1 57 $ 21 938

Depreciation expense for the years ended December 31 201 4 201 3 and 201 2 was $1 4 million $1 4 million and $1 i million respectively Leasehold improvements are capitalized and depreciated using the straight-line method over the terms of the respective leases or the estimated useful lives of the improvements whichever is shorter Expected terms include lease option periods to the extent that the exercise of such options is reasonably assured

Pursuant to the terms of noncancelable lease agreements in effect at December 31 2014 pertwning to banking premises and equipment future minimum rent commitments under various operating leases are as follows for years ended December 31 (Dollars in thousands)

2015 2016 2017 201 8 2019 Thereafter Total

$ 303 $ 306 $ 1 91 $ 79 $ 79 $ 298 $ i 257

The leases contain options to extend for periods from five to 50 years The cost of exercising such options is not included above Total rent expense for the years ended December 31 201 4 201 3 and 201 2 amounted to approximately $336 $334 and $426 thousand respectively

Notes to Consolidated Financial Statements

VI Deposits

Time deposits greater than or equal to $100 thousand were $653 million and $723 million at December 31 201 4 and 201 3 respectively Interest expense on these deposits was $08 million $1 1 million and $1 4 million in 201 4 201 3 and 201 2 respectively

At December 31 2014 the scheduled maturities of time deposits are as follows (Dollars in thousands

2015 201 6 201 7 2018 2019 Total

$ 66577 $ 26867 $ 32074 $ 1 4084 $ 1 1 81 0 $ 1 51 41 2

Interest-bearing deposits at December 31 consist of the following (Dollars in thousands)

20 1 4

201 3

NOW and Money Market

$ 229355

$ 225263

Savings

$ 55301

$ 53326

Time $100000 and over

$ 65267

$ 72339

Time Other

$ 86145

$ 93065

Total

$ 436068

$ 443993

The aggregate amount of deposit overdrafts included in loans at December 31 201 4 and 201 3 was $244 and $1 91 thousand respectively

VII Borrowings

The Bank has the ability to borrow from the Federal Home Loan Bank with borrowings collateralized by first mortgage loans mulshytifamily and farmland loans under a blanket lien agreement in the amount of approximately $60 million Based on this collateral and the Banks holdings of FHLB stock the Bank is eligible to borrow up to approximately $38 million at year-end 201 4

During 201 2 and in conjunction with the purchase of 392663 treasury shares of stock the Corporation borrowed $6 million from a correspondent bank pursuant to a newly established line of credit The borrowings bear an interest rate equal to the lenders prime rate with a minimum rate of 325 At December 31 201 4 the rate was 325 and the balance outstanding was $36 million The Corporation was required to make quarterly interest-only payments on this line of credit through December 31 201 3 after which in addition to quarterly interest payments the Corporation must make equal annual principal payments of $1 2 million through December 31 201 7 when the line of credit matures There is no prepayment penalty associated with the borrowing should the Corporation decide to repay the debt prior to maturity

As of December 31 201 4 the Bank was not in compliance with one of the note covenants relating to annual return on assets The note contains certain covenants including financial covenants for the Bank which must be met at all times Should the Corporation or the Bank be found not compliant with them during the term of the note there are remedies the issuing financial institution shall have the right to enforce including that the note could become immediately due and payable The issuing financial institution has approved the noncompliance for the fourth quarter ended December 31 201 4

Notes to Consolidated Financial Statements

VI II I n come Taxes

Income taxes reflected in the consolidated statements of operations consist of the following (Dollars in thousands)

20 1 4 2013 Current payable

Federal $ 30 $ 96 State 80

Deferred tax benefit 60 1 96 Income tax expense $ 90 $ 372

The Corporations income tax expense beneflt) differed from the federal statutory rate of 34 as indicated in the following analysis

(Dollars in thousands)

20 1 4 2013

Tax based on statutory rate $ 388 $ 458 State taxes net of federal tax benefit (1 06) 53 Effect of tax-exempt income (31 0) (276) Other net 1 1 8 1 37 Income tax expense $ 90 $ 372

The Corporation has the following deferred tax assets and liabilities at December 31 (Dollars in thousands)

Deferred tax assets Deferred tax liabilities

Net deferred tax assets

20 1 4

$ 31 07 (2782)

$ 325

2013

$ 2982 (2637)

$ 345

2012

$ 1 234 727 (68)

$ 1 893

2012

$ 1 875 390 (31 4)

(58) $ 1 893

The components of deferred income taxes were principally related to the allowance for loan losses other real estate owned write-downs differences in amortization of core deposit intangible assets depreciation and mortgage servicing rights Deferred tax liabilities related to unrealized losses and gains on securities available for sale are $260 and $296 thousand at December 31 201 4 and 201 3 respectively

The Corporation files income tax returns in the US federal jurisdiction and the State of Illinois The Corporation is no longer subject to US federal or state income tax examination by tax authorities for years before 201 1

Notes to Consolidated Financial Statements

IX Employee Benefits

Substantially all employees are covered by a profit sharing plan The contribution determined in accordance with the provisions of the plan was $i 72 thousand $i 23 thousand and $207 thousand in 20i 4 20i 3 and 20i 2 respectively

Under the Corporations Employee Stock Option Plan the Corporation may grant options to its key employees for up to 1 00000 shares of common stock The exercise price of each option equals the market price of the Corporations stock on the date of grant and the options maximum term is ten years The vesting period is three years from the date of grant GAAP provisions require that compensation cost relating to share-based payment transactions be recognized in the financial statements with measurement based upon the fair value of the equity or liability instruments issued For the year ended December 3i 20i 2 the Corporation recognized $i i 3 thousand in compensation expense for stock options For the year ended December 3i 20i 3 the Corporation recognized $97 thousand in compensation expense for stock options For the year ended December 3i 20i 4 the Corporation recognized no compensation expense for stock options

The activity in the plan is summarized as follows

Outstanding at beginning of year Granted Exercised Forfeitedexpired Outstanding at end of year

Options exercisable at year-end

Non-vested options beginning of year Granted Vested Forfeitedexpired Non-vested options at year end

Shares

85998

(i 000)

84998

84998

20 1 4

Weighted Weighted Average Average

Exercise Price Contractual Term

$ 4762

3200

$ 4748

$ 4748

2 0 1 4

Number of Shares

8333

(8333)

(in years)

35

35

Weighted Average

Grant Date Fair Value

$ 3200

3200

$

2013

Weighted Weighted Shares Average Average

Exercise Price Contractual Term (in years)

88998 $ 4709

(667) 3200 (2333) 3747

85998 $ 4762 48

77665 $ 4929 4i

2013

Weighted

Number of Average

Grant Date Shares Fair Val u e

i 9333 $ 3200

(i 1 000) 3200

8333 $ 3200

The fair value of each option is estimated using Black-Scholes option-pricing model which requires the use of subjective valuation assumptions The expected volatility is based on historical volatility of the Corporations stock price The risk-free interest rates for periods within the contractual life of the awards are based on the US Treasury yield curve in effect at the time of the grant The expected life is based on historical exercise experience The dividend yield assumption is based on the Corporations history and expectation of dividend payouts There were no options granted in 20i 3 or 20i 4

At December Si 20i 4 there was no unrecognized cost related to non-vested stock options granted under the Employee Stock Option Plan

Notes to Consolidated Financial Statements

IX Emp loyee Benefits cont

The following table summarizes restricted stock activity

20 1 4 2013

Weighted Average Weighted Average Number of Grant Date Number of Grant Date

Shares Fair Value Shares Fair Value

Balance beginning of year 8959 $ 4000 $ Granted 8959 4000 Forfeited (888) 4000 Earned and issued (2250) 4000 Balance end of period 5821 $ 4000 8959 $ 4000

The fair value of the restricted stock awards is amortized to compensation expense over the vesting period (forty months) and is based on the market price of the Corporations common stock at the date of grant multiplied by the number of shares granted that are expected to vest At the date of grant the par value of the shares granted was recorded in equity as a credit to common stock and a debit to paid-in capital The weighted-average grant date fair value of restricted stock granted during the year ended December 31 201 4 was $4000 per share or $358 thousand Stock-based compensation expense for restricted stock for the year ended December 31 201 3 was $90 thousand Stock-based compensation expense for restricted stock during the year ended December 31 201 4 was $1 29 thousand Unrecognized compensation expense for non-vested restricted stock awards was $139 thousand and is expected to be recognized over a weighted average period of 34 months

X Related Party Transactions

The Bank has entered into transactions with certain directors executive officers significant stockholders and their affiliates or associshyates (related parties) Such transactions were made in the ordinary course of business on substantially the same terms and conditions including interest rate and collateral as those prevailing at the same tirne for comparable transactions with other customers and did not in the opinion of management involve more than normal credit risk or present other unfavorable features

Annual loan activity consisted of the following (Dollars in thousands

20 1 4 2013

Beginning balance $ 1 1 29 $ 1 1 63 New Joansadvances 1 94 46 Repayments (245) (80) Ending balance $ 1 078 $ 1 1 29

Deposits from related parties held by the Bank at December 31 201 4 and 201 3 amounted to $32 million and $37 million respectively

middot middot

XI Commitments and Contingencies

In the normal course of business the Bank makes various commitments and incurs certain contingent liabilities that are not reflected in the accompanying consolidated financial statements The credit risk associated with loan commitments and standby letters of credit is essentially the same as that involved with extending Joans to customers and is subject to the Banks credit policies Collateral or other security is normally not obtained for these financial instruments prior to their use and many of the commitments are expected to expire without being used

The following commitments existed at December 31 (Dollars in thousands

20 1 4 2013

Commitments to extend credit Fixed $ 33441 $ 26551 Variable 25597 24400

Standby letters of credit $ 483 $ 21 1

Notes to Consolidated Financial Statements

XII Reg u l atory M atters

The Bank is required to maintain average reserve balances with the Federal Reserve Bank based upon deposit levels and other facshytors The amount of those reserve balances for the years ended December Si 20i 4 and 20i 3 was approximately $i 00 thousand

Dividends are paid by the Corporation from its funds which are mainly provided by dividends from the Bank However national banking regulations and capital guidelines limit the amount of dividends that may be paid by banks

Banks and bank holding companies are subject to regulatory capital requirements administered by federal banking agencies Capital adequacy guidelines and additionally for banks prompt corrective action regulations involve quantitative measures of assets liabilities and certain off-balance-sheet items calculated under regulatory accounting practices Capital amounts and classificashytions are also subject to qualitative judgements by regulators Failure to meet capital requirements can initiate regulatory action Prompt corrective action provisions are not applicable to bank holding companies Furthermore the Banks regulators could require adjustments to regulatory capital not reflected in the financial statements

Prompt corrective action regulations provide five classifications well capitalized adequately capitalized undercapitalized significantly undercapitalized and critically undercapitalized although these terms are not used to represent overall financial condition If undershycapitalized capital distributions are limited as is asset growth and expansion and capital restoration plans are required

At December 3i 20i 4 the most recent notification from the Banks and Corporations regulator categorized the Bank as well capitalshyized under the regulatory framework for prompt corrective action To be categorized as well capitalized an institution must maintain minimum total risk-based Tier i risk-based and Tier i leverage ratios as set forth in the following tables There are no conditions or events since the notification that management believes have changed the Banks category The Banks and the consolidated Corporations actual capital amounts and ratios at December Si are presented in the table

Actual and required capital amounts and ratios are presented below at year-end (Dollars in thousands)

Minimum Minimum To Be For Capital Well-Capitalized

Actual Adequacy Purposes Under Bank Regulatory Capital Requirements

Amount Ratio Amount Ratio Amount Ratio 20 1 4 Total capital to risk weighted assets

Consolidated $ 56026 i 249 $ 35885 800 NIA NIA Bank 58957 i S i5 S5867 800 $ 448S4 i 000

Tier i (core) capital to risk weighted assets Consolidated 52i 2i i i 62 i 7942 400 NIA NIA Bank 55052 i 228 i 79S2 400 26898 600

Tier i (core) capital to average assets Consolidated 52 1 21 809 25768 400 NIA NIA Bank 55052 855 25908 400 S2i 94 500

20i3 Total capital to risk weighted assets

Consolidated $ 54577 i 289 $ S5995 800 NIA NIA Bank 56952 1S53 SS675 800 $ 42093 1 000

Tier 1 (core) capital to risk weighted assets Consolidated 5i S37 1 2 1 3 1 5931 400 NIA NIA Bank 5371 2 1 276 i 6838 400 25256 600

Tier 1 (core) capital to average assets Consolidated 5i 3S7 804 25306 400 NIA NIA Bank 537i 2 842 25675 400 31 895 500

Notes to Consolidated Financial Statements

XII I Earnings Per Share

The factors used in the earnings per share computation are as follows (Dollars in thousands except per share data)

20 1 4 2013 2012

Income Weighted- Per Share Income Weighted- Per Share Income Weighted- Per Share Average Amount Average Amount Average Amount Shares Shares Shares

Basic earnings per share Net income $ 1 050 1 048g23 $ 1 00 $ 976 1 043765 $ 94 $ 3622 1 352929 $ 268 Effect of assumed exercise

of stock options and restricted stock awards 1 831 9786 NIA

Diluted earnings per share Net income $ 1 050 1 050754 $ 1 00 $ 976 1 053551 $ 93 $ 3622 1 352g2g $ 268

Options to purchase 68500 68500 and 88998 shares of common stock were outstanding at December 31 201 4 201 3 and 201 2 but were not included in the computation of diluted EPS because the options exercise price was greater than the average market price of the common shares for each period

Notes to Consolidated Financial Statements

XIV Fair Val u e Measurements

ASC Topic 820 Fair Value Measurements defines fair value as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market parshyticipants at the measurement date Topic 820 also specifies a fair value hierarchy which requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value The standard describes three levels of inputs that may be used to measure fair value

Level i Quoted prices in active markets for identical assets Level 2 Observable inputs other than Level i prices such

as quoted prices for similar assets quoted prices in markets that are not active or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities

Level 3 Unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets

Following is a description of the valuation methodologies and inputs used for assets and liabilities measured at fair value on a recurring basis and recognized in the accompanying balance sheets as well as the general classification of such assets and liabilities pursuant to the valuation hierarchy

Securities Available for Sale

Securities classified as available for sale are reported at fairvalue utilizing Level 2 inputs Except for equity securities unadjusted quoted prices in active markets for identical assets are utilized to determine fair value at the measurement date which are conshysidered Level i inputs For all other securities the Corporation obtains fair value measurements from an independent pricing sershyvice The fair value measurements consider observable data that may include dealer quotes market spreads cash flows the US Treasuryyield curve live trading levels trade execution data market consensus prepayment speeds credit information and the bonds terms and conditions among other things

Certain financial assets and financial liabilities are measured at fair value on a nonrecurring basis that is the instruments are not measured at fair value on an ongoing basis but are subject to fair value adjustments in certain circumstances (for example when there is evidence of impairment) At December 3i 20i 3 other real estate owned measured at fair value was $7 5 million using a combination of observable inputs including recent appraisshyals and unobservable inputs based on customized discounting criteria Due to the significance of the unobservable inputs all other real estate owned fair values have been classified as Level 3 Rnancial assets and financial liabilities excluding impaired Joans measured at fair value on a nonrecurring basis were not significant at December 31 201 4 and 2013

The following tables summarize financial assets measured at fair value at December 31 segregated by the level of the valuation inputs within the fair value hierarchy utilized to measure fair value (Dollars in thousands)

Level 1 Level 2 Level 3 Total 20 1 4 Inputs Inputs Inputs Fair Value Recurring

$ Equity securities $ 456 $ $ 456 Securities available for sale $ $ i 27768 $ $ 1 27768

Nonrecurring $ Impaired Joans $ $ 1 069 $ 1 069

other real estate owned $ $ $ 3375 $ 3375

201 3 Recurring

$ $ Equity securities $ 2405 $ 2405 Securities available for sale $ $ i 4706i $ $ 1 4706i

Nonrecurring $ Impaired loans $ $ 91 6 $ 9 1 6

Other real estate owned $ $ $ 832 $ 832

Notes to Consolidated Financial Statements

XI Fair Value of Financial Instruments

The canying amount and fair value of the Corporations other financial instruments at December 31 are set forth below (Dollars in thousands)

Financial assets Cash and cash equivalents Restricted stock -Loans held for sale Loans net Accrued interest receivable

Financial liabilities Deposits Other borrowings Accrued interest payable

Commitments to orginate loans

Letters of credit

Lines of credit

Forward sale commitments

Carrying Amount

$ 2671 5 1 647 2432

405059 3369

$ 548940 3600

52

2014 201 3

Fair Value Carrying Amount

$ 2671 5 $ 36838 1 647 1 494 2432 5902

405027 377172 3369 2820

$ 51 3334 $ 549645 3600 4800

52 66

Fair Value

$ 36838 1 494 5902

377166 2820

$ 502487 4800

66

Notes to Consolidated Financial Statements

XV Fair Val u e of Financial Instrum ents cont

Nonrecurring Measurements Following is a description of the valuation methodologies and inputs used for assets measured at fair value on a nonrecurring basis and recognized in the accompanying balance sheets as well as the general classification of such assets pursuant to the valuation hierarchy For assets classified within Level 3 of the fair value hierarchy the process used to develop the reported fair value is described below

Other Real Estate Owned Other real estate owned (OREO) is carried at fair value Jess estimated cost to sell when the real estate is acquired Estimated fair value of OREO is based on appraisals or evaluations OREO is classified within Level 3 of the fair value hierarchy

Appraisals of OREO are obtained when the real estate is acquired and subsequently as deemed necessary by the Banks manageshyment Appraisals are reviewed for accuracy and consistency by the Bank Appraisers are selected from the list of approved appraisers maintained by management

Collateral-dependent Impaired Loans Net of ALLL The estimated fair value of collateral-dependent impaired Joans is based on the appraised fair value of the collateral Jess estimated cost to sell Collateral-dependent impaired Joans are classified within Level 3 of the fair value hierarchy

The Bank considers the appraisal or evaluation as the starting point for determining fair value and then considers other factors and events in the environment that may affect the fair value Appraisals of the collateral underlying collateral-dependent Joans are obtained when the loan is determined to be collateral-dependent and subsequently as deemed necessary by the Banks management Appraisals are reviewed for accuracy and consistency by the Bank Appraisers are selected from the list of approved appraisers mainshytained by management The appraised values are reduced by discounts to consider lack of marketability and estimated cost to sell if repayment or satisfaction of the Joan is dependent on the sale of the collateral These discounts and estimates are developed by the credit department by comparison to historical results

Notes to Consolidated Financial Statements

XV Fair Val ue of Financial Instruments cont

Unobservable (Level 3) Inputs The following table presents quantitahve information about unobservable inputs used in recurring and nonrecurring Level s fair value measurements other than goodwill (Dollars in thousands)

Other real estate owned

middot Collateral-dependent impaired loans

Other real estate owned

Collateral-dependent impaired loans

Fair Value at 123 114

$ 3375

$ 1 069

Fair Value at 123113

$ 832

$ 91 6

Sensitivity of Significant U nobservable Inputs The following is a discussion of the sensitivity of significant unobshyservable inputs the interrelationships between those inputs and other unobservable inputs used in recurring fair value measureshyment and of how those inputs might magnify or mitigate the effect of changes in the unobservable inputs on the fair value measurement

The following follows the Fair value table The following methods were used to estimate the fair value of all other financial instruments recognized in the accompanying balshyance sheet at amounts other than fair value

Cash and Cash Equivalents The carrying amount approximates fair value

Loans Held For Sale The carrying amount approximates fair value due to the insigshynificant time between origination and date of sale The carrying amount is the amount funded and accrued interest

Loans

Fair value is estimated by discounting the future cash flows using the market rates at which similar notes would be made to borshyrowers with similar credit ratings and for the same remaining maturities The market rates used are based on current rates the Bank would impose for similar loans and reflect a market parshyticipant assumption about risks associated with nonperformance illiquidity and the structure and term of the loans along with local economic and market conditions

Restricted Stock Fair value is estimated at book value due to restrictions that limit the sale or transfer of such securities

Valuation Unobservable Range Technique Inputs (Weighted

Market comparable Comparability Average)

properties adjustments () Not available

Market comparable Marketability properties discount 1 0 - 1 5 (1 2)

Valuation U nobservable Range Technique Inputs (Weighted

Market comparable Comparability Average)

properties adjustments () Not available

Market comparable Marketability properties discount 1 0 - 1 5 (1 2)

Accrued Interest Receivable and Payable

The carrying amount approximates fair value The carrying amount is determined using the interest rate balance and last payment date

Deposits and Other Borrowings Fair value of term deposits is estimated by discounting the future cash flows using rates of similar deposits with similar maturities The market rates used were obtained from a knowledgeable independent third party and reviewed by the Corporation The rates were the average of current rates offered by local competishytors of the bank subsidiaries

The estimated fair value of demand NOW savings money marshyket deposits and other borrowings is the book value since rates are regularly adjusted to market rates and amounts are payable on demand at the reporting date

Commitments to Originate Loans Forward Sale Commitments Letters of Credit and Lines of Credit The fair value of commitments to originate loans is estimated using the fees currently charged to enter into similar agreements taking into account the remaining terms of the agreements and the present creditworthiness of the counterparties For fixedshyrate loan commitments fair value also considers the difference between current levels of interest rates and the committed rates

The fair value of commitments to sell securities is estimated based on current market prices for securities of similar terms and credit quality

The fair values of letters of credit and lines of credit are based on fees currently charged for similar agreements or on the estimated cost to terminate or otherwise settle the obligations with the counterparties at the reporting date

Notes to Consolidated Financial Statements

XVI Accumul ated Comprehensive Income (Loss)

The components of accumulated other comprehensive income loss) included in stockholders equity are as follows (Dollars in thousands)

Net unrealized gains (Joss) on available for sale securities Tax effect Net-of-tax amount

20 1 4

$ 766 (260)

$ 506

2013

$ (871) 296

$ (575)

Amounts reclassified from accumulated other comprehensive income and the affected line items in the statements of income during the years ended December 31 were as follows

Affected line item in 20 1 4 2013 2012 the statements of

income

Net realized gains of Unrealized gains on securities available for sale $ 368 $ 434 $ 2084 sales of available for-sale

securities

Tax effect (1 26) (i 48) (709) Income taxes Total reclassification out of accumulated other comprehensive income $ 242 $ 286 $ 1 375 Net reclassified

amount

XVII Goodwill and Acquired Intangible Assets

The Corporations goodwill and intangible assets are as follows There was no Impairment of goodwill or intangible assets in 2014 or 2013 (Dollars in thousands)

20 1 4 2013

Goodwill $ 3265 $ 3265 Core deposit intangibles $ 1 805 $ 1 805 Non-compete agreement 375 375 Intangible assets 21 80 2 180 Less accumulated amortization 2 180 2090

Total intangible assets $ $ 90

Aggregate amortization expense for years ended December 31 2014 201 3 and 201 2 was $90 $181 and $1 80 thousand respectively

XVI II Subsequent Events

Management evaluated subsequent events through February 27 201 5 the date the consolidated financial statements were available to be issued Events or transactions occurring after December 31 2014 but prior to February 27 2015 that provided additional evidence about conditions that existed at December 31 2014 have been recognized in the consolidated financial statements for the year ended December 31 2014 Events or transactions that provided evidence about conditions that did not exist at December 31 201 4 but arose before the consolidated financial statements were available to be issued have not been recognized in the consolidated financial statements for the year ended December 31 2014

This information is an Integral part of the accompanying consolidated financial statements

Independent Auditors Report

CPAs amp Advisors

Board of Directors

NI Bancshares Corporation

Sycamore Illinois

We have audited the accompanying consolidated financial statements of NI Bancshares Corporation which comprise

the consolidated balance sheets as of December 3 1 2014 and 2013 and the related consolidated statements of income

comprehensive income (loss) stockholders equity and cash flows for the years ended December 3 1 2014 2013 and 2012 and the related notes to the consolidated financial statements

Managements Responsibility for the Financial Statements

Management is responsible for the preparation and fair presentation of these consolidated financial statements in accordance

with accounting principles generally accepted in the United States of America this includes the design implementation and

maintenance of internal control relevant to the preparation and fair presentation of consolidated financial statements that are

free from material misstatement whether due to fraud or error

Auditors Responsibility

Our responsibility is to express an opinion on these consolidated financial statements based on our audits We conducted our

audits in accordance with auditing standards generally accepted in the United States of America Those standards require that

we plan and perform the audit to obtain reasonable assurance about whether the consolidated financial statements are free from material misstatement

An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the consolidated

financial statements The procedures selected depend on the auditors judgment including the assessment of the risks of material misstatement of the consolidated financial statements whether due to fraud or error In making those risk

assessments the auditor considers internal control relevant to the Corporations preparation and fair presentation of the

consolidated financial statements in order to design audit procedures that are appropriate in the circumstances but not for

the purpose of expressing an opinion on the effectiveness of the Corporations internal control Accordingly we express no

such opinion An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of

significant accounting estimates made by management as well as evaluating the overall presentation of the consolidated

financial statements

We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion

Opinion In our opinion the consolidated financial statements referred to above present fairly in all material respects the financial position of NI Bancshares Corporation as of December 3 1 2014 and 2013 and the results of its operations and cash flows

for the years ended December 3 1 2014 2013 and 2012 in accordance with accounting principles generally accepted in the United States of America

Decatur Illinois February 27 2015

PRESID ENT I CEO Michael A Cullen

BUSI NESS BANKING Charles C Kaiser Senior Vice President - Business Banking

Michael A Hawley Senior Vice President - Senior Commercial Loan Officer

Grant M Goltz Vice President - Commercial Loan Officer

Lucas G Goucher Vice President - Commercial Loan Officer

Nicholas D Lee Vlce President - Commercial Loan Officer

Robert W Mason Vice President - Commercial Loan Officer

Timothy J Meyer Vice President - Commercial Loan Officer

Sheela Prahlad Vice President - Commercial Loan Officer

CREDIT D EPARTMENT

Karen A Kuppler Senior Vice President - Chief Credit Officer

Gerald W Brantner Vice President - Senior Collector

CONSUM ER BANKING RESIDENTIAL LENDING ORIGINATION

Mark R ODell Vice President - Senior Retail Loan Officer

CONS U M ER BANKING Bradley V Brown Senior Vice President - Consumer Banking (Security Officer)

Terrence M Duffy Senior Vice President - Consumer Banking Division Manager

Ishmael M McGhee Vice President - Consumer Banking Division Manager

Frank P Turza Vice President - Consumer Banking Division Manager

Directory of NBamp T

TRUST D EPARTMENT R David Van Buren Senior Vice President - Trust amp Investments

Stephen J Colianni Vice President -Trust Investment Officer

Stephen G Corcoran Vice President - Employee Benefits Manager

Karen J Daleo Vice President - Trust Tax Manager amp Assistant Secretary

James J Dombek Vice President - Personal Trust Manager amp Secretary

Kathryn J Johnson Vice President -Trust Administrator

Thomas M Sullivan Vice President - Trust Administrator

Carolyn S Swafford Vice President - Trust Administrator

FAR M SERVIC E DEPARTM ENT Scott R Pumroy Vice President - Farm Service Department Manager

OPERATIONS D EPARTMENT

Michelle R Carlson Vice President - Operations

Hien Van Do Vice President - Core Banking Systems Administrator

ACCOUNTING DEPARTM ENT David N McCoy Senior Vice President - Chief Financial Officer

BRAND amp MARKETING Tami J Armstrong Vice President - Brand amp Marketing

H U MAN RESOU RCES Samantha J Dailey Vice President - Human Resources

AUDITING DEPARTMENT Sarah M Taylor Vice President - Internal Audit

EXHIBIT 2A

NI BANCSHARES CORPORATIONS ORGANIZATIONAL CHART

NI BANCSHARES CORPORATIO N

230 W STATE ST SYCAMORE IL 601 78

State of Incorporation = Delaware

1 00

THE NATIONAL BAN K amp TRUST COMPANY OF SYCAMORE

230 W STATE ST SYCAMOR_E IL 601 78

hsults A list of branches for your depostorv nstftution NATIONAL BANK amp TRUST COMPANY OF SYCAMOftE THE (ID_RSSO 534345)

This depository fnstltutlon fs held by NI BANCSHARES CORPORATION (1827893) of SYCAMORE IL

The data are as of 12312014 Data reflects Information that was received and procMsed through 01072JJ1S

Reconciliation and YerfCtton Steps

1 In the Data Action column of each brmch row enter one or more of the actions specifild hilow 2 If required enter the date In the Effective te column

Actions

OK If the branch Information Is COfTect enter OK in the Data Action column

Chan1e If the branch Information Is incorrlCt or Incomplete revrse the data enter Change In the Data Action column and the date when this lnformaUon first beame valid Jn the Etfedive Oatbull column

Cose If a branch llsted was sold or closed enter dose In the Data Action column and thl ule or closure date In the Effective Date column Delete If a branch listed was never owned by th(s depository Institution enter Delltl In thl Oatbull Action column

Add lfa reportable branch Is missing Insert a row add the branch data and enter Add in thl Data Action column and the opening or acquisition date In the Effective Date laquo)lumn

If printing this lrst you may need to adjust your page setup in MS Excel Try uslng landscape orientation p1ae scaling andor liegal sl1ed pa pier

Submission Procedure

When you a finiihed send a savied copy to your FRB contact See the det1iled lmtructions on this site for more Information

If vou are ie-malllng this to your FRB contAct put your Institution name dtyand state In thie subjtct line of the e-mail

Note To satisfy the FR YmiddotlO portln1 rirements you must also submit FR Ymiddot10 Oomes-tic Branch Schedules for each bninch with a Ot Attlon of nae Close Deletl or Add

The FR fmiddotlO rieport may be submitted in a hardcopy format or via the FR Y-10 Online application middot httpsylOonlinefederalreservegov

bull FDIC UNINUM Office Number and ID_RSSD columns are for reference only Verification of these values Is not required

- Effecdw Ote Branch Service Type Bnnch ID Rssobull Popular Name Street Address City NATIONAL BANK amp TRUST COMPANY Of

OK Fun servlCI (Head Offitt) 53045 SYCAMORE THE 230 WEST STATE STREET SYCAMORE

OK Full Service 3310232 2290 SYCAMORE ROAD OfFICE 2290 SYCAMORE ROAD DEKALB

OK Full lce 3735255 BANCO NBampT BRANCH 1029 PLEASANT STREET DEKALB

OK Fullservice 354132 NSampT SQUARE BRANCH 130 WEST LINCOLN HIGHWAY DEKAlB

OK Full Service 3735246 ELBURN BRANCH 930 NORTH MAJN STREET ELBURN

OK Full Service 3310241 GENOA BRANCH 601 PEARSON DRIVE GfNOA

OK Full service 2192507 200 NORTH MAIN STREET OfFICE 200 NORTH MAIN STREET UtANO

OK full Service 4394873 SANDWlCH BRANCH 321 E OIURCH STREET SANDWlCH

OK Fullice 2D8577S SERENA BRANCH US HIGHWAY 52 SOMONAUK ROAD SERENA

OK Full Service 2431457 1425 DEKAl8 AVENUE BRANCH 1425 DEKALB AVENUE SYCAMORE

St1te

IL

IL

IL

IL

IL

IL

IL

IL

IL

IL

Zip Code Countv

60178 DEKALB

60US DEKALB

60115 DEKALB

60U5 DEKALB

60119 KANE

60135 DEKALB

60531 IASAllE

60548 DEKALB

60549 LA SAUE

60178 DEKALB

Country FDIC UNINUMbull Office Numberbull Hbullad Office Head Office ID_RSSD Comments

NATIONAL BANK amp TRUST COMPANY Of

UNITED STATES 6414 0 SYCAMORE THE 534345 NATIONAL BANK amp TRUST COMPANY OF

UNITED STATES 221714 2 SYCAMORE THE 534345 NATIONAL BANK amp TRUST COMPANY Of

UNITpound0 STATES 475977 9 SYCAMORE THE 534345

NATIONAL BANK amp TRUST COMPANY OF

UNITED STATES 10484 5 SYCAMORE THE 534345 NATIONAL BANK amp TRUST COMPANY OF

UNITED SfATES 475976 8 SYCAMORE THE 534345

NATIONAL BANK amp TRUST COMPANY OF

UNITED STATES 424666 4 SYCAMORE THE 534345 NATIONAL BANK amp TRUST COMPANY OF

UNITED STATES 237859 7 SYCAMOftE THE 534345 NATIONAL BANK amp TRUST COMPANY Of

UNITED STAttS 530108 10 SYCAMORE THE 534345 NATIONAL BANK amp TRUST COMPANY Of

UNITED STATES 2318S8 6 SYCAMORE THE 534345 NATIONAL BANK amp TRUST COMPANY OF

UN ITED STATES 264332 1 SYCAMORE THE 534345

Re ort Item 3 Securities Holders

FR Y-6

NI Bancshares Corporation

Sycamore IL

Fiscal Year Ending December 3 1 201 4

Current Securities Holders with ownership control or holdings of 5 or more with power to vote as-of fiscal year end

Securities Holders not listed in 3(1 )(a) through (3)(1 )(c) that had

ownership control or holdings of 5 or more with power to vote

during the fiscal year

(1 )(a)

Name amp Address (City

State Country)

James W Dutton

Tulsa OK USA

Jane Danielson

Freeport ME USA

Anne Pick

St Paul MN USA

(1 )(b)

Country of

Citizenship or

Incorporation

USA

USA

USA

(1 )(c) Number and

Percentage of Each

Class of Voting

Securities

62324 shares 594

84563 shares 806

88480 shares 843

(2)(a) (2)(b)

Country of

Name amp Address Citizenship or

(City State Country) Incorporation

(2)(c) Number and

Percentage of Each

Class of Voting

Securities

FA Y--6

NI Bancshares Corporation Sycamore ll

Ascal Year Ending December 311 2014

(1) (2) (3)(bull) (3)(b) (3)(o) (4)(bull) (4)(b) (4)(o) Percentage of List names of other companies

Percentage of Voting Securities Includeamp partnerships) If 25 or more Voting Securities ln Subsidiaries of voting securftles are held (list

Names amp Address Principal Occupation II other than Title amp Position with Title amp Position with Subsidiaries Title amp Position with Other Businesses Jn Holding (Include names names ol companies and percentage of

(City State Country) with Holding Company Holding Company (Include names of subsidiaries) (Include names ol other businesses) Company of subsidiaries) voting securltles held)

Michael A Cullen NIA Director President amp CEO Director President amp CEO NIA 018 None NIA Sycamore IL USA The National Bank amp Trust

Company of Sycamore

Richard N Anderson President - Anderson Director Director President 159 None Anderson Funeral Home Ltd (100) DeKalb JL USA Funeral Home Ltd The Natrona[ Bank amp Trust Anderson Funeral Home Ltd

Company of Sycamore

John H Boles NIA Director Retired Trust Officer NIA 149 None NIA Sycamore IL USA The National Bank amp Trust

Company of Sycamore

Evelina J Cichy Retired Vice President of Instruction Director Director NA 015 None NIA DeKalb IL USA Klshwaukee College The Natrona Bank amp Trust

Company of Sycamore

James W Dutton CFO Macrosolva lnc Chairman of the Board Chairman of the Board CFO Macrosolve lnc 594 None NIA Tulsa OK USA The Natonal Bank amp Trust

Company of Sycamore

Robert B Johnson Partner - Johnson Farms Director Director Partner 063 None Johnson Farms (40) DeKalb IL USA The National Bank amp Trust Johnson Farms

Company of Sycamore

Robert C Johnson NIA Director Director NIA 034 None NIA DeKalb IL USA The National Bank amp Trust

Company of Sycamore

Kevin P Poorten President amp CEO - Kish Health Syse Director Director NA 005 None NIA DeKalb IL USA The National Bank amp Trust

Company of Sycamore

Douglas C Roberts Private Investor Director Director PresidentmiddotZea mays Holdings LLC 382 None Zea mays Holdngs LLC (100) Sycamore IL USA The National Bank amp Trust

Company of Sycamore

Tmothy P Suter President amp CEO - Suter Company Director Director NA 002 None NIA Sycamore IL USA The Natlonal Bank amp Trust

Company of Sycamore

Report lem 4 Insiders -PAGE 2 of 2

Tami Armstrong NIA NIA VP Brand amp Marketng NIA 0005 None NIA Sycamore IL USA The Natonal Bank amp Trust

Company of Sycamore

Bradley V Brown NIA NIA SVP Consumer Banking NIA 0004 None NIA DeKalb IL USA The Natlonal Bank amp Trust

Company of Sy9amore

Michelle Carlson NIA NIA VP Operallons NIA 0004 None NIA SuQar Grove IL USA The National Bank amp Trust

Company of Sycamore

Sa_111antha J Dalley NIA NIA VP Human Resources NIA 0003 None NIA Sycamore IL USA The National Bank amp Trust

Company of Sycamore

James Dombek NIA NIA VP Personal Trust Manager NIA 0002 None NIA Sycamore IL USA The National Bank amp Trust

Company of Sycamore

Michael Hawley Geneva IL USA NIA NIA Sr VP Sr Commercial Loan Officer NIA 0005 None NIA

The Natfonal Bank amp Trust Company of Sycamore

Charles C Kaiser NIA NIA Sr VP Senior Lending Officer NIA 0007 None NIA Sycamore IL USA The National Bank amp Trust

Company of Sycamore

Karen Kupper NIA NIA SVP Chief Credit Offcer NIA 0003 None NIA Hinkley IL USA The Natonal Bank amp Trust

Company of Sycamore

Davld N McCoy NIA Treasurer SVP Chief Flnanclitl Officer NIA 0006 None NIA South Elgin IL USA The Natlonal Bank amp Trust

Company of Sycamore

Mark ODell NIA NIA VP Sr Residentlal loan Officer NIA 0000 None NIA Aurora IL USA The National Bank amp Trust

Company of Sycamore

A David VanBuren NIA NIA SVP Trust amp Investments NIA 0005 None NIA Sycamore IL USA The National Bank amp Trust

Company of Sycamore

  • FR Y-6 Cover Page
  • Report Item 1 Annual Report to Shareholders
  • Report Item 2a Organization Chart
  • Report Item 2b Domestic Branch Listing
  • Report Item 3 Securities Holders
  • Report Item 4 Insiders
Page 14: Annual Report of Holding Companies-FR Y-6/media/others/banking/...consistent and deliberate in implementing our strategic initiatives. In addition to our loan growth, our trust assets

Notes to Consolidated Financial Statements

f Summary of Significant Accounting Policies

PRINCIPLES OF CONSOLIDATION The consolidated financial statements of NJ Bancshares Corporation (the Corporation) include the accounts of the Corporation and its wholly owned subsidiary The National Bank amp Trust Company of Sycamore (the Bank) Significant intercompany transactions and accounts have been eliminated in consolidation

NATURE OF OPERATIONS The Bank provides a variety of financial services to individuals and businesses in DeKalb LaSalle and Kane Counties through its ten locations Branch offices include two locations in Sycamore three locations in DeKalb and one location in each of the towns of Elburn Genoa Leland Serena and Sandwich The Banks primary deposit products are checking accounts interestshybearing savings accounts certificates of deposit and individual retirement accounts The Banks primary lending products are commercial Joans real estate Joans and consumer Joans The Bank also maintains a trust department and originates residential mortgage Joans for sale in the secondary market The Bank is nationally chartered Deposits up to $250000 are insured by the Federal Deposit Insurance Corporation The Bank is subject to the regulations and supervision of the Office of the Comptroller of the Currency The Corporation is subject to the regulations and supervision of the Feder-al Reserve Bank

USE OF ESTIMATES The preparation of financial statements in conformity with accounting principles generally accepted in the United States (GAAP) requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of income and expense during the reporting period Actual results could differ from those estimates Material estimates that are particularly susceptible to significant change in the near term relate to the valuation of the allowance for Joan losses the valuation of other real estate owned the classification and valuation of securities the determination of fair values of financial instruments the impairment of goodwill and intangibles mortgage servicing rights and the status of contingencies

SIGNIFICANT CONCENTRATIONS OF CREDIT RISK Most of the Corporations activities are with customers located within the Illinois counties of DeKalb LaSalle and Kane Note I l l discusses the types of lending in which the Corporation is engaged The Corporation does not have any significant concentrations to any one industry customer or geographic location

CASH AND CASH EQUIVALENTS For purposes of reporting cash flows cash and cash equivalents include cash on hand amounts due from banks and federal funds sold Generally federal funds are sold and purchased for one-day periods Customer deposit and loan activities are reported on a net basis

At December 3i 20i 4 the Corporations cash accounts exceeded federally insured limits by approximately $1 i 973 thousand

SECURITIES Securities classrfied as available for sale are those debt or equity securities that the Bank intends to hold for an unspecified period of time but not necessarily to maturity Unrealized gains or losses are reported as increases or decreases in a separate component of stockholders equity net of the related deferred tax effect

The amortization of premiums and the accretion of discounts on securities are deducted from and added to interest income Realized gains or losses on sales of securities are determined using the specific-identification method Securities are written down to fair value when a decline in fair value is not temporary

Declines in the fair value of securities below their cost that are other than temporary are reftected as realized losses In estimating other-than-temporary losses management considers (i) the length of time and extent that the fair value has been Jess than cost (2) the financial condition and near term prospects of the issuer and (3) the intent of the Corporation to not sell the security or whether it is more likely than not that the Corporation will be required to sell the security before its anticipated recovery

During 201 4 201 3 and 201 2 the bank initiated a strategy to sell certain held for sale investment securities and subsequently reinvest the proceeds of those into similar held for sale investment securities The strategy included extending the weighted average maturity of a portion of the portfolio for interest rate risk purposes and accelerated the recognition of income from the portion that was sold As a result there was a gain of the sale of those securities of $368 $434 and $2084 thousand gross before taxes respectively

RESTRICTED STOCK The Bank as a member of the Federal Home Loan Bank of Chicago (FHLB) is required to maintain an investment in the capital stock of the Federal Home Loan Bank T he Bank also maintains an investment in the capital stock of the Federal Reserve Bank (FRB) For financial reporting purposes such stock is carried at cost which approximates fair value based on the redemption provisions of each institution

LOANS HELD FOR SALE Real estate loans originated and intended for sale in the secondary market are carried at the lower of cost or fair value in the aggregate as determined by outstanding commitments from investors Net unrealized losses if any are recorded as a valuation allowance and charged to earnings

Mortgage loans held for sale are generally sold with servicing rights retained The carrying value of mortgage loans sold is reduced by the cost allocated to the servicing right Gains or losses on sales of mortgage loans are based on the difference between the selling price and the carrying value of the related loan sold

Notes to Consolidated Financial Statements

SERVICING RIGHTS Servicing rights are recognized as assets for the allocated value of retained servicing rights on sold loans Servicing rights are expensed in proportion to and over the period of estimated net servicing revenues Impairment is evaluated based on the fair value of the rights using groupings of underlying loans as to loan term rate and then as to loan type Fair value is based upon discounted cash flows using market based assumptions Any impairment is reported as a valuation allowance to the extent that fair value is Jess than the capitalized amount

LOANS Loans are stated at the amount of unpaid principal net of unearned income and the allowance for loan losses Interest on loans is accrued daily and is computed on the principal balance outstanding

Loan origination fees net of certain direct organization costs are deferred and recognized as an adjustment of the yield of the related loans

In general interest income on mortgage and commercial loans is discontinued at the time the loan is 90 days delinquent unless the loan is well secured and in process of collection Consumer loans are typically charged off no later than 180 days past due In all cases loans are placed on non-accrual or charged-off at an earlier date if collection of principal or interest is considered doubtful

All interest accrued but not received for the loans placed on nonshyaccrual are reversed against interest income Interest received on such loans is accounted for on the cash basis or cost-recovery method until qualifying for return to accrual Loans are returned to accrual status when all the principal and interest amounts contractually due are brought current and future payments are reasonably assured

ALLOWANCE FOR LOAN LOSSES The allowance for loan losses is maintained at a level considered adequate to provide for probable incurred loan losses Allowances for impaired loans are generally determined based on collateral values or the present value of estimated cash flows discounted at the loans effective interest rate The allowance is increased by provisions charged to operating expense and reduced by net charge-offs Loans are charged off to the allowance for loan losses when and to the extent that they are deemed uncollectible by management Management makes continuous credit reviews of the loan portfolio and considers current economic conditions historical loan loss experience and other factors in determining the adequacy of the allowance

Allocations of the allowance may be made for specific loans but the entire allowance is available for any loan that in managements judQrnent should be charged off

The allowance consists of specific and general components The specific component relates to loans that are individually classified as impaired or loans otherwise classified as substandard or doubtful The general component covers non-classified loans and is based on historical loss experience adjusted for current factors

A loan is impaired when full payment under the Joan terms is not expected Commercial and commercial real estate loans are individually evaluated for impairment If a Joan is impaired a portion of the allowance is allocated so that the loan is reported net at the present value of estimated future cash flows using the loans existing rate or at the fair value of collateral if repayment is expected solely from the collateral Large groups of smaller balance homogeneous loans such as consumer and residential real estate loans are collectively evaluated for impairment and accordingly they are not separately identified for impairment disclosures

LAND PREMISES AND EQUIPMENT Land is stated at historical cost Premises and equipment are stated at cost less accumulated depreciation Depreciation is computed principally on the straight-line method over the estimated useful lives of the assets These assets are reviewed for impairment when events indicate the carrying amount may not be recoverable

OTHER REAL ESTATE OWNED Real properties acquired through or in lieu of loan foreclosure are to be sold and are initially recorded at fair value less the cost to sell at the date of the foreclosure establishing the new cost basis After foreclosure valuations are periodically performed by management and the real estate is carried at the lower of carrying amount or fair value less the estimated cost to sell Revenue and expenses from the operations changes in the valuation of the property and gain or loss on the disposition of the property are included in other expenses or other income as incurred

EARNINGS PER SHARE Basic earnings per share is calculated based on weightedshyaverage common shares outstanding Diluted earnings per share includes the dilutive effect of additional potential common shares issuable under stock options and restricted stock awards

GOODWILL AND INTANGIBLE ASSETS Goodwill results from business acquisitions and represents the excess of the purchase price over the fair value of acquired tangible assets and liabilities and identifiable intangible assets Goodwill and indefinite-lived intangibles are evaluated annually for impairment or more frequently if impairment indicators are present A qualitative assessment is performed to determine whether the existence of events or circumstances leads to a determination that it is more likely than not the fair value of the reporting unit or indefinite-lived intangible asset is Jess than its carrying amount If based on the evaluation it is determined to be more likely than not that the fair valued is less than the carrying value then the goodwill or indefinite-Jived intangible is tested further for impairment If the implied fair value of goodwill or the fair value of the indefinite-lived intangible is lower than their carrying amounts an impairment loss is recognized in an amount equal to the difference Subsequent increases in goodwill value

- are not recognized in the financial statements

Intangible assets consist of core deposits arising from a whole bank acquisition They are initially measured at fair value and then are amortized over their estimated useful lives These assets are reviewed for impairment when events indicate the carrying amount may not be recoverable

Notes to Consolidated Financial Statements

LOAN COMMITMENTS AND RELATED FINANCIAL INSTRUMENTS Financial instruments include off-balance sheet credit instruments such as commitments to make loans and commercial letters of credit issued to meet customer financing needs The face amount for these items represents the exposure to loss before considering customer collateral or ability to repay Such financial instruments are recorded when they are funded

IMPAIRMENT OF LONG-LIVED ASSETS The Corporation reviews long-lived assets for impairment whenever events or changes in circumstances indicate the carrying amount of an asset may not be recoverable Recoverability of assets to be held and used is measured by a comparison of the carrying amount of an asset to future undiscounted net cash flows expected to be generated by the asset If such assets are considered to be impaired the impairment to be recognized is measured by the amount by which the carrying amount of the assets exceeds the fair value of the assets Assets to be disposed of are reported at the lower of carrying amount or fair value less costs to sell

TRANSFERS OF FINANCIAL ASSETS Transfers of financial assets are accounted for as sales when control over the assets has been surrendered Control over transferred assets is deemed to be surrendered when (1 ) the assets have been isolated from the Corporation (2) the lransferee obtains the right (free of conditions that constrain it from taking advantage of that right) to pledge or exchange the transferred assets and (3) the Corporation does not maintain effective control over the transferred assets through an agreement to repurchase them before their maturity

TRUST ASSETS AND FEES Assets of the Trust Department are not included in these consolidated financial statements because they are not assets of the Corporation or the Bank Fee income generated from trust services is primarily recorded on the accrual method

INCOME TAXES Deferred income taxes are provided on temporary differences between financial statement and income tax reporting Temporary differences are differences between the amounts of assets and liabilities reported for financial statement purposes and their tax bases

Deferred tax assets are recognized for temporary differences that will be deductible in future years tax returns and for operating loss and tax credit carryforwards Deferred tax assets are recognized only if it is more likely than not that the tax position will be realized or sustained upon examination by the relevant taxing authority A tax position that meets the more-likely-thanshynot recognition threshold is initially and subsequently measured as the largest amount of tax benefit that has a greater than 50 percent likelihood of being realized upon settlement with a taxing authority that has full knowledge of all relevant information

Deferred tax assets are reduced by a valuation allowance if it is deemed more likely than not that some or all of the deferred tax assets will not be realized Deferred tax liabilities are recognized for temporary differences that will be taxable in future years

COMPREHENSIVE INCOME (LOSS) Comprehensive income (loss) consists of net income (loss) and other comprehensive income (loss) Other comprehensive income (loss) includes unrealized gains and losses on securities available for sale net of taxes These unrealized gains and losses net of taxes are also recognized as separate components of equity

LOSS CONTINGENCIES Loss contingencies including claims and legal actions arising in the ordinary course of business are recorded as liabilities when the likelihood of loss is probable and an amount or range of loss can be reasonably estimated Management does not believe there are matters that will have a material effect to the Corporation the Bank or the Banks Trust Department or on the fiancial statements of the Corporation

STOCK COMPENSATION PLANS Compensation cost is measured using the fair value of an award on the grant dates and is recognized over the service period which is usually the vesting period Compensation cost related to the non-vested portion of awards outstanding is based on the grant-date fair value of those awards T he Corporation has an incentive stock option plan and restricted stock awards which are described more fully in Note IX

TREASURY STOCK Common stock shares repurchased are recorded at cost Cost of shares retired or reissued is determined using the first-in firstshyout method

During 201 2 the Corporation purchased 392663 treasury shares This was primarily accomplished through two transactions the first involving a negotiated purchase of shares from certain members of the Dutton Family and their affiliates and the second involving a tender offer with our shareholders These treasury shares were all repurchased at $46 per share a discount to the current book value per share Detailed information related to these transactions was provided to stockholders in an Offer to Purchase dated November 1 201 2 The total cost to capital of the Corporation was $1 6940 thousand for these treasury shares

Notes to Consolidated Financial Statements

II Securities

Amortized cost and fair values of securities classified as available for sale with gross unrealized gains and losses at December 31 are summarized as follows (Dollars in thousands)

US Obligations of US Government- States and Political Certificates Equity Total

Treasury Sponsored Entities Subdivisions of Deposit Securities Securities

2014 Amortized cost $ 1 4470 $ 7981 6 $ 31 728 $ 988 $ 456 $ 1 27458 Gross unrealized gains 2 536 694 1 232 Gross unrealized losses (28) (233) (205) (466)

Fair value $ 1 4444 $ 80 1 1 9 $ 32217 $ 988 $ 456 $ 1 28224

2013 Amortized cost $ 1 5007 $ 94907 $ 37030 $ 988 $ 2406 $ 150338 Gross unrealized gains 1 0 1 1 7 854 981 Gross unrealized losses (2) (926) 924) (1 852)

Fair value $ 1 501 5 $ 94098 $ 36960 $ 988 $ 2406 $ 1 49467

The fair values of debt securities classified as available for sale by contractual maturity at December 31 2014 are as follows (Dollars in thousands)

1 year or l ess Over 1-5 years Over 5-10 years Over 1 0 years Total

US Treasury $ 5000 $ 9444 $ $ $ 1 4444

US government-sponsored entities 1 7057 47722 1 5340 80 1 1 9

Obligations of states and political subdivisions 3964 9859 1 8394 3221 7

Certificates of deposit 988 988

Total $ 26021 $ 6801 3 $ 33734 $ $1 27768

Expected maturities may differ from contractual maturities because the borrowers may have the right to call or prepay obligations with or without call or prepayment penalties Other equity securities include mutual funds which have no maturity date Securities with a market value of $1 220 million and $1 21 0 million at December 31 201 4 and 201 3 respectively are pledged to secure public deposits and other purposes as required or permitted by law

middot

Amortized cost gross reaiized gains gross realized losses and saies proceeds from available for sale securities sold matured or called at December 31 are summarized as follows (Dollars in thousands)

2014 2013 2012

Amortized cost $ 50689 $ 60072 $ 73995 Gross realized gains 546 435 2093 Gross realized losses (1 78) (1 ) (9) Proceeds $ 51 057 $ ousuo $ 70UJ

Notes to Consolidated Financial Statements

I I Securities cont

The following tabes present investments gross unrealized losses and fair value at December 31 aggregated by Investment category and length of time that Individual securities have been in a continuous unrealized loss position Dollars In thousands)

Less Than 12 Months 12 Months or More Total Fair Value Unrealized Loss Fair Value Unrealized Loss Fair Value U n realized Loss

2014 US Treasury $ 9444 $ (28) $ $ $ 9444 $ (28) US government-

sponsored entities i 7529 (43) i 5009 (i 90) 32538 (233) Obligations of states and

political subdivisions i 983 (i7) 6475 (i 88) 8458 (205) $ 28956 $ (88) $ 2i 484 $ (378) $ 50440 $ (466)

Less Than 12 Months 12 Months or More Total Fair Value Unrealized Loss Fair Value Unrealized Loss Fair Value Unrealized Loss 2013

US Treasury $ 3994 $ (2) $ $ $ 3994 $ (2)

US government-sponsored entities 7222i (926) 7222i (926)

Obligations of states and political subdivisions i 2042 (597) 3 i30 (327) i 5i 72 (924)

$ 88257 $ (i 525) $ 3i30 $ (327) $ 9i 387 $ (1 852)

At December 3i 20i 4 37 US Treasury US government-sponsored entities and obligations of states and political subdivisions securities have an unrealized loss with aggregate depreciation of less than one-quarter percent of the Corporations amortized cost basis Management views fluctuation in agencies as temporary market fluctuations There were i 9 securities with an unrealized loss for over i 2 months The fair value is expected to recover as the bonds approach maturity The nature and quality of these investments remain adequate and continue to have a Moodys rating of an A or above as required by Bank policy Management views the losses associated with US Treasury US government-sponsored entities and obligations of states and political subdivisions securities to also be temporary market fluctuations

Notes to Consolidated Financial Statements

III Loans

Classes ofoans at December 31 include (Dollars in thousands)

2014 2013

Construction and land development $ 1 4 199 $ 1 9798 Farmland 20488 1 7397 Residential real estate 1 1 5291 1 04873 Nonresidential real estate 1 37499 1 3501 4 Agricultural production 1 2530 1 2968 Commercial 45940 41 273 Loans to individuals 57280 42883 Other 5738 6206

Total Joans and leases $ 408965 $ 38041 2 Allowance for loan losses (3906) (3240)

Total loans and leases net $ 405059 $ 377 1 72

The Bank maintains lending policies and procedures designed to focus lending efforts on the type location and duration of loans most appropriate for its business model and markets The Banks principal lending activity is the origination of residential and commercial real estate loans commercial loans consumer loans and home equity lines of credit The primary lending market is located within the Illinois counties of DeKalb LaSalle and Kane Generally loans are collateralized by assets of the borrower and guaranteed by the principals of the borrowing entity

The Board of Directors reviews and approves the Banks lending policy on an annual basis Quarterly the Board reviews the allowance for loan losses and reports related to loan production loan quality concentrations of credit loan delinquencies and non-performing and potential problem loans

The Bank does not accrue interest on any asset which is maintained on a cash basis because of deterioration in the financial position of the borrower any asset for which payment in full of interest or principal is not expected or any asset upon which principal or interest has been in default for a period of ninety days or more unless it is both well secured and in the process of collection A non-accrual asset may be restored to an accrual status when none of its principal and interest is due and unpaid or when it otherwise becomes well secured and in the process of collection

The Bank periodically performs an independent loan review of outstanding loans through the use of an outside third party The primary objective of the independent loan review function is to ensure the maintenance of a quality loan portfolio and minimize the potential for Joan losses The Joan review engagement is responsible for reviewing a sample of existing loans for compliance with internal policies and procedures In addition to reviewing Joans for compliance the loan review analyzes the appropriateness and timeliness of risk grading and problem loan identification by loan officers

Notes to Consolidated Financial Statements

I l l Loans cont

The Corporation categorizes loans into risk categories based on relevant information about the ability of borrowers to service their debt such as current financial information historical payment experience credit documentation public information and current economic trends among other factors This analysis is performed on an annual basis at a minimum The Corporation uses the following definitions for risk ratings

Internal Risk Categories Loan grades are numbered i through 7 Grades i through 4 are considered pass grades The grade of 5 or Special Mention represents loans of lower quality and is considered criticized The grades of 6 or Substandard and 7 or Doubtful refer to assets that are classified The use and application of these grades by the bank will be uniform and shall conform to the banks policy

Pass (1) loans are of superior quality with excellent credit strength and repayment ability providing a nominal credit risk

Pass (2) loans are of above average credit strength and repayment ability providing only a minimal credit risk

Pass (3) loans of reasonable credit strength and repayment ability providing an average credit risk due to one or more underlying weaknesses

Pass (4) loans of the lowest acceptable credit strength and weakened repayment ability providing a cautionary credit risk due to one or more underlying weaknesses New borrowers are typically not underwrillen witl1in this classification

Special Mention (5) assets have potential weaknesses that deserve managements close attention If left uncorrected these potential weaknesses may result in deterioration of the repayment prospects for the asset or in the institutions credit position at some future date Special mention assets are not adversely classified and do not expose an institution to sufficient risk to warrant adverse classification Ordinarily special mention credits have characteristics which corrective management action would remedy

Substandard (6) loans are inadequately protected by the current sound worth and paying capacity of the obligor or of the collateral pledged if any Loans so classified must have a well-defined weakness or weaknesses that jeopardize the liquidation of the debt They are characterized by the distinct possibility that the Bank will sustain some loss if the deficiencies are not corrected

Doubtful (7) loans classified as doubtful have all the weaknesses inherent in those classified Substandard with the added characteristic that the weaknesses make collection or liquidation in full on the basis of current known facts conditions and values highly questionable and improbable

Risk characteristics applicable to each segment of the loan portfolio are described as follows

Residential 1 -4 Family The residential i -4 family real estate are generally secured by owner-occupied i -4 family residences Repayment of these loans is primarily dependent on the personal income and credit rating of the borrowers Credit risk in these loans can be impacted by economic conditions within the Banks market areas that might impact either property values or a borrowers personal income Risk is mitigated by the fact that the loans are of smaller individual amounts and spread over a large number of borrowers

Non-residential Real Estate Non-residential real estate loans typically involve larger principal amounts and repayment of these loans is generally dependent on the successful operations of the property securing the loan or the business conducted on the property securing the loan These loans are viewed primarily as cash flow loans and secondarily as loans secured by real estate Credit risk in these loans may be impacted by the creditworthiness of a borrower property values and the local economies in the Banks market areas

Construction and Land Development Real Estate Conshystruction and land development real estate loans are usually based upon estimates of costs and estimated value of the completed project and include independent appraisal reviews and a financial analysis of the developers and property owners Sources of repayment of these loans may include permanent loans sales of developed property or an interim loan commitment from the Bank until permanent financing is obtained These loans are considered to be higher risk than other real estate loans due to their ultimate repayment being sensitive to interest rate changes general economic conditions and the availability of long-term financing Credit risk in these loans may be impacted by the creditworthiness of a borrower property values and the local economies in the Banks market areas

Commercial The commercial portfolio includes loans to commercial customers for use in financing working capital needs equipment purchases and expansions The loans in this category are repaid primarily from the cash flow of a borrowers principal business operation Credit risk in these loans is driven by creditworthiness of a borrower and the economic conditions that impact the cash flow stability from business operations

Loans to individuals The consumer loan portfolio consists of various term and line of credit loans such as automobile loans and loans for other personal purposes Repayment for these types of loans will come from a borrowers income sources that are typically independent of the loan purpose Credit risk is driven by consumer economic factors (such as unemployment and general economic conditions in the Banks market area) and the creditworthiness of a borrower

Agricultural Production and Farmland Loans Agricultural production loans are generally comprised of seasonal operating lines to cash grain farmers to plant and harvest corn and soybeans and term loans to fund the purchase of equipment Farmland loans are primarily comprised of loans for the purchase of farmland Specific underwriting standards have been established for agricultural-related loans including the establishment of projections for each operating year base on industry developed estimates of farm input costs an expected commodity yields and prices Operating lines are typically written for one year and secured by the crop Loan-to-value ratios on Joans secured by farmland generally do not exceed 65 and have amortization periods limited to twenty-five years Federal government-assistance lending programs through the Farm Service Agency are used to mitigate the level of credit risk when deemed appropriate

Notes to Consolidated Financial Statements

The following table presents the credit risk profile of the Banks loan portfolio based on internal rating category and payment activity as of December 31 2014 and 2013 (Dollars in thousands)

Non Residential Residential Agricultural Loans-to

Construction Farmland Real Estate Real Estate Production Commercial Individuals Other

20 1 4 Loan Class Pass $ 1 1 274 $ 20488 $ 1 0941 2 $ 1 35059 $ 1 2530 $ 45386 $ 57280 $ 5738 Special mention 1 261 Substandard 2925 5879 1 1 79 554 Doubtful Total $ 1 4 1 99 $ 20488 $ 1 15291 $ 1 37499 $ 1 2530 $ 45940 $ 57280 $ 5738

201 3 Loan Class Pass $ 1 6327 $ 1 6505 $ 98646 $ 1 29428 $ 1 2 1 28 $ 38282 $ 42883 $ 6206 Special mention 892 5667 448 840 2503 Substandard 3471 560 5 138 488 Doubtful Total $ 1 9798 $ 1 7397 $ 1 04873 $ 1 3501 4 $ 1 2968 $ 41 273 $ 42883 $ 6206

The Bank evaluates the loan risk grading system definitions and allowance for loan loss methodology on an ongoing basis No significant changes were made to either during the past year

The accrual of interest on loans is discontinued at the time the loan is 90 days past due unless the credit is well-secured and in process of collection Past due status is based on contractual terms of the loan In all cases loans are placed on non-accrual or charged-off at the earlier date if collection of principal and interest is considered doubtful

All interest accrued but not collected for loans that are placed on non-accrual or charged-off is reversed against interest income The interest on these loans is accounted for on the cash-basis or cost-recovery method until qualifying for return to accrual Loans are returned to accrual status when all principal and interest amounts contractually due are brought current and future payments are reasonably assured

Notes to Consolidated Financial Statements

The following tables present the Corporation s loan portfolio aging analysis at December 31 (Dollars in thousands)

Non Residential Residential Agricultural Loans to

Construction Farmland Real Estate Real Estate Production Commercial Individuals Other Total

201 4 30-89 days past due $ $ $ 1 92 $ $ $ $ 707 $ 23 $ 922 90 days or greater

past due or nonaccrual 1 68 6327 551 92 2 7 140 Total past due and

nonaccrual 360 6327 551 799 25 8062 Current loans 1 4 1 99 20488 1 1 4931 1 31 1 72 1 2530 45389 56481 57 13 400903

Total loans receivable 1 4 1 99 20488 1 1 5291 1 37499 1 2530 45940 57280 5738 408965

Total loans 90 days or greater and accruing $ $ $ $ 571 1 $ $ $ 92 $ 2 $ 5805

2013 30-89 days past due $ $ $ 312 $ 57 $ $ $ 529 $ 28 $ 926 90 days or greater

past due or nonaccrual 770 4791 347 75 5983

Total past due and nonaccrual 1 082 4848 347 604 28 6909

Current loans 1 9798 1 7397 1 03791 1 301 66 1 2968 40926 42279 6 178 373503

Total loans receivable 1 9798 1 7397 1 04873 1 3501 4 1 2968 41273 42883 6206 38041 2

Total loans 90 days or greater and accruing $ $ $ 209 $ 3683 $ $ $ 75 $ $ 3977

A loan is considered impaired in accordance with the impairment accounting guidance (ASC 31 0-1 0-35-1 6) when based on current information and events it is probably the Corporation will be unable to collect all amounts due from the borrower in accordance with the contractual terms of the loan Impaired loans include non-performing commercial loans but also include loans modified in troubled debt restructurings where concessions have been granted to borrowers experiencing financial difficulties These concessions could include a reduction in the interest rate on the loan payment extensions forgiveness of principal forbearance or other actions intended to maximize collection

Included in certain loan categories in the impaired loans are troubled debt restructurings that were classified as impaired At December 31 201 4 and 201 3 the Corporation had $895 and $907 thousand respectively of commercial and non-residential real estate loans $76 and $76 thousand respectively in residential loans and $1 and $5 thousand respectively in consumer loans that were modified in troubled debt restructurings and impaired and that were performing in accordance with their modified terms

When economic concessions have been granted to borrowers who have experienced financial difficulties the loan is considered a troubled debt restructuring These concessions typically result from our loss mitigation activities and could include reductions in the interest rate payment extensions forgiveness of principal forbearance or other actions Troubled debt restructurings are considered impaired at the time of restructuring and typically are returned to accrual status after considering the borrowers sustained repayment performance as agreed for a reasonable period of at least six months or once the granted concessions have ended or are no longer applicable

As of December 31 201 4 and 201 3 the Bank had troubled debt restructurings all modification of payment terms with a recorded balance at original cost of $895 and $907 thousand respectively and consists of four commercial and non-residential real estate loans for both years which are all performing in accordance with the modified terms of the loan All four loans were added as troubled debt restructuring during the fourth quarter of 201 3 There was no difference between pre-modification and post-modification balances As of December 31 201 4 and 2013 the loans totaling $895 and $907 thousand respectively are on non-accrual and considered impaired by the Bank Based on the fair value of the collateral specific reserves required on the loans totaled $108 and $98 thousand as of December 31 201 4 and 2013 respectively During the years ended December 31 201 4 and 2013 there were no defaults of loans that had been modified as a troubled debt restructuring in the 1 2 month period prior to default

Notes to Consolidated Financial Statements I l l Loans cont

The following tables present the impaired loan balances (loans on non-accrual status) at December 31 (Dollars in thousands)

Non Residential Residential

Real Real Agricultural Loans to

Construction Farmland Estate Estate Production Commercial Individuals Other

20 1 4 Loans with out a specific

valuation al lowance Recorded balance $ $ $ 92 $ $ $ 487 $ $ Unpaid principal balance 92 487 Specific allowance Average investment in

impaired loans 278 4 1 99 1 02

Loans with a specific valuation al lowance

Recorded balance $ $ $ 76 $ 61 6 $ 63 Unpaid principal balance 76 61 6 63 Specific allowance 66 1 08 31 Average investment in

impaired loans 369 1 1 48 694

Total loans receivab l e Total Recorded balance $ $ $ 1 68 $ 61 6 $ $ 551 $ $ $ 1 335 Unpaid principal balance $ $ $ 1 68 $ 61 6 $ $ 551 $ $ $ 1 335 Specific allowance $ $ $ 66 $ 1 08 $ $ 31 $ $ $ 205 Average investment in

impaired Joans $ $ $ 648 $ 5346 $ $ 796 $ $ $ 6790

2013 Loans without a specific

valuation al lowance Recorded balance $ $ $ 299 $ 1 098 $ $ $ $ Unpaid principal balance 299 1 098 Specific allowance Average investment in

impaired loans 4037 280 5226 1 7 12

Loans with a specific valuation al lowance

Recorded balance $ $ $ 261 $ $ 347 Unpaid principal balance 261 347 Specific allowance 1 1 2 1 07 Average investment in

impaired loans 306 8201 530

Total loans receiva ble Total

Recorded balance $ $ $ 560 $ 1 098 $ $ 347 $ $ $ 2005 Unpaid principal balance $ $ $ 560 $ 1 098 $ $ 347 $ $ $ 2005 Specific allowance $ $ $ 1 1 2 $ $ $ 1 07 $ $ $ 219 Average investment in

impaired Joans $ 4037 $ $ 586 $1 3427 $ $ 2242 $ $ $ 20292

There was no Interest income recognized on a cash basis or accrual basis for 2014 or 2013 on impaired loans

Notes to Consolidated Financial Statements

Ill Loans cont

The following tables present the balance in the allowance for loan losses and the recorded investment in loans based on portfolio segment and impairment methods at December 31 (Dollars in thousands)

Non Residential Residential Agricultural Loans to Other

Construction Farmland Real Estate Real Estate Production Commercial Individuals Loans Unallocated Total

20 1 4 Allowance for loan losses Balance beginning of year $ 473 $ i 9 $ 700 $ i 32i $ i 4 $ 56i $ i 22 $ 30 $ - $ 3241 Provision charged to

expense (289) 68 762 (27) 2i (96) 699 2 i 2 i 351 Losses charged off (324) (i 79) (7i) (270) (i32) (971 Recoveries 34 49 i 3 i 8 i 55 23 29 Balance end of year $ 2i8 $ 87 $ i i 87 $ i i 28 $ 35 $ 4i 2 $ 706 $ i 33 $ - $ 3901

Ending balance individually evaluated for impairment $ $ $ 66 $ i 08 $ $ 3i $ $ $ - $ 20[

Ending balance collectively evaluated for impairment $ 2i 8 $ 87 $ i i 21 $ 1 020 $ 35 $ 381 $ 706 $ 1 33 $ - $ 370

Loans Ending balance $ 1 4 1 99 $20488 $1 1 5291 $ 1 37499 $ 1 2530 $45940 $ 57280 $ 5738 $ - $ 40896 Ending balance individually

evaluated for impairment $ $ $ i 68 $ 61 6 $ $ 551 $ $ $ - $ 1 33 Ending balance collectively

evaluated for impairment $14 i 99 $20488 $1 1 5 1 23 $ 1 36883 $ 1 2530 $45389 $57280 $ 5738 $ - $ 40763(

2013 Allowance for loan losses Balance beginning of year $ 243 $ 23 $ 848 $ 2040 $ 1 7 $ 456 $ 285 $ 7 $ 52 $ 397 Provision charged to

expense 230 (4) 378 1 077 (3) 630 (1 50) 1 37 (52) 224 Losses charged off (543) (i 830) (538) (203) (1 4 i ) (325t Recoveries 1 7 34 1 3 1 90 27 28

Balance end of year $ 473 $ 1 9 $ 700 $ i 32i $ i 4 $ 56i $ i 22 $ 30 $ - $ 324(

Ending balance individually evaluated for impairment $ $ $ 1 1 2 $ $ $ i 07 $ $ $ - $ 2if

Ending balance collectively evaluated for impairment $ 473 $ i 9 $ 588 $ 1 32i $ i 4 $ 454 $ i 22 $ 30 $ - $ 302middot

Loans Ending balance $i 9798 $1 7397 $i 04873 $ i 35014 $ 1 2968 $41 273 $ 42883 $ 6206 $ - $ 38041 Ending balance individually

evaluated for impairment $ $ $ 560 $ i 098 $ $ 347 $ $ $ - $ 200( Ending balance collectively

evaluated for impairment $i 9798 $ i 7397 $i 0431 3 $ i 339i 6 $ 1 2968 $40926 $42883 $ 6206 $ - $ 37840i

Notes to Consolidated Financial Statements

I I I Loans cont

Managements opinion as to the ultimate collectability of loans is subject to estimates regarding future cash flows from operations and the value of property real and personal pledged as collateral These estimates are affected by changing economic conditions and the economic prospects of borrowers

Allowance for Loan Losses The allowance for loan and lease losses (allowance) represents managements estimate of the reserve necessary to adequately account for probable losses that could ultimately be realized from current loan exposures In determining the adequacy of the allowshyance management relies predominately on a disciplined credit review and approval process The review process is directed by overall lending policy and is intended to identify at the earliest possible stage borrowers who might be facing financial difficulty

Loans for which it is probable that the Bank will not collect all principal and interest due according to the contractual terms are identishyfied as impaired The impairment for each applicable loan is quantified and specific loss exposures are allocated within the allowance Loans that are in non accrual status are generally considered impaired

A detailed analysis is performed on each loan that is not impaired but poses sufficient risk to warrant in-depth review These are loans that have been classified as substandard or are on the Banks internal watch list Due to the elevated risk inherent in these Joans management has determined that it is appropriate to quantify the potential loss within the pool of classified loans by estimating each loans collateral shortfall These collateral shortfall estimates are incorporated in the determination of the adequacy of the allowance

In estimating the risk of loss in the remaining portion of the loan portfolio identified as non-classified management establishes base Joss estimations which are derived from the historical Joss experience over the past three calendar years These base loss estimations are then adjusted after consideration ofnine different qualitative factors

Notes to Consolidated Financial Statements

IV Loan Servicing

Real estate loans serviced for others are not included in the accompanying consolidated balance sheets The risks inherent in mortgage servicing assets relate primarily to changes in prepayments that result from shifts in mortgage interest rates The unpaid principal balances of mortgage loans serviced for others was $3528 million and $3567 million at December 31 201 4 and 201 3 respectively The fair value of mortgage servicing rights at December 31 201 4 and 201 3 was approximately $31 million and $33 million respectively The fair value of servicing rights was determined using discount rates ranging from 950 to 1 000 percent and prepayment speeds principally ranging from 903 to 1 1 20 percent depending on the stratification of the specific right

The Corporation changed its method of amortizing mortgage servicing rights during 201 3 from the straight-line amortization method to a methodology based on anticipated prepayment assumptions Amortization expense for 2013 would have been $1 068 thousand if the straight-line method was used

Custodial escrow balances maintained in connection with the foregoing loan servicing and included in demand deposits were $37 million and $4 1 million at December 31 201 4 and 201 3 respectively

Following is a summary of the mortgage servicing rights capitalized and amortized (Dollars in thousands)

20 1 4 2013 2012

Balance beginning of year $ 2524 $ 21 83 $ 1 876 Mortgage servicing rights capitalized 331 847 1 31 9 Mortgage servicing rights amortized (408) 506) (1 01 2) Recorded balance end of year $ 2447 $ 2524 $ 21 83

Fair value end of year $ 31 38 $ 3273 $ 21 83

Notes to Consolidated Financial Statements

V Land Premises and Equipment

A summary of land premises and equipment by asset classification at December 31 is as follows (Dollars in thousands)

20 1 4 2013

Land $ 7895 $ 7895 Premises 1 7 697 1 8297 Furniture fixtures and equipment 7867 791 7 Vehicles 1 1 0 1 1 0

33569 34219 Accumulated depreciation (1 241 2) (1 2281) Land premises and equipment net $ 21 1 57 $ 21 938

Depreciation expense for the years ended December 31 201 4 201 3 and 201 2 was $1 4 million $1 4 million and $1 i million respectively Leasehold improvements are capitalized and depreciated using the straight-line method over the terms of the respective leases or the estimated useful lives of the improvements whichever is shorter Expected terms include lease option periods to the extent that the exercise of such options is reasonably assured

Pursuant to the terms of noncancelable lease agreements in effect at December 31 2014 pertwning to banking premises and equipment future minimum rent commitments under various operating leases are as follows for years ended December 31 (Dollars in thousands)

2015 2016 2017 201 8 2019 Thereafter Total

$ 303 $ 306 $ 1 91 $ 79 $ 79 $ 298 $ i 257

The leases contain options to extend for periods from five to 50 years The cost of exercising such options is not included above Total rent expense for the years ended December 31 201 4 201 3 and 201 2 amounted to approximately $336 $334 and $426 thousand respectively

Notes to Consolidated Financial Statements

VI Deposits

Time deposits greater than or equal to $100 thousand were $653 million and $723 million at December 31 201 4 and 201 3 respectively Interest expense on these deposits was $08 million $1 1 million and $1 4 million in 201 4 201 3 and 201 2 respectively

At December 31 2014 the scheduled maturities of time deposits are as follows (Dollars in thousands

2015 201 6 201 7 2018 2019 Total

$ 66577 $ 26867 $ 32074 $ 1 4084 $ 1 1 81 0 $ 1 51 41 2

Interest-bearing deposits at December 31 consist of the following (Dollars in thousands)

20 1 4

201 3

NOW and Money Market

$ 229355

$ 225263

Savings

$ 55301

$ 53326

Time $100000 and over

$ 65267

$ 72339

Time Other

$ 86145

$ 93065

Total

$ 436068

$ 443993

The aggregate amount of deposit overdrafts included in loans at December 31 201 4 and 201 3 was $244 and $1 91 thousand respectively

VII Borrowings

The Bank has the ability to borrow from the Federal Home Loan Bank with borrowings collateralized by first mortgage loans mulshytifamily and farmland loans under a blanket lien agreement in the amount of approximately $60 million Based on this collateral and the Banks holdings of FHLB stock the Bank is eligible to borrow up to approximately $38 million at year-end 201 4

During 201 2 and in conjunction with the purchase of 392663 treasury shares of stock the Corporation borrowed $6 million from a correspondent bank pursuant to a newly established line of credit The borrowings bear an interest rate equal to the lenders prime rate with a minimum rate of 325 At December 31 201 4 the rate was 325 and the balance outstanding was $36 million The Corporation was required to make quarterly interest-only payments on this line of credit through December 31 201 3 after which in addition to quarterly interest payments the Corporation must make equal annual principal payments of $1 2 million through December 31 201 7 when the line of credit matures There is no prepayment penalty associated with the borrowing should the Corporation decide to repay the debt prior to maturity

As of December 31 201 4 the Bank was not in compliance with one of the note covenants relating to annual return on assets The note contains certain covenants including financial covenants for the Bank which must be met at all times Should the Corporation or the Bank be found not compliant with them during the term of the note there are remedies the issuing financial institution shall have the right to enforce including that the note could become immediately due and payable The issuing financial institution has approved the noncompliance for the fourth quarter ended December 31 201 4

Notes to Consolidated Financial Statements

VI II I n come Taxes

Income taxes reflected in the consolidated statements of operations consist of the following (Dollars in thousands)

20 1 4 2013 Current payable

Federal $ 30 $ 96 State 80

Deferred tax benefit 60 1 96 Income tax expense $ 90 $ 372

The Corporations income tax expense beneflt) differed from the federal statutory rate of 34 as indicated in the following analysis

(Dollars in thousands)

20 1 4 2013

Tax based on statutory rate $ 388 $ 458 State taxes net of federal tax benefit (1 06) 53 Effect of tax-exempt income (31 0) (276) Other net 1 1 8 1 37 Income tax expense $ 90 $ 372

The Corporation has the following deferred tax assets and liabilities at December 31 (Dollars in thousands)

Deferred tax assets Deferred tax liabilities

Net deferred tax assets

20 1 4

$ 31 07 (2782)

$ 325

2013

$ 2982 (2637)

$ 345

2012

$ 1 234 727 (68)

$ 1 893

2012

$ 1 875 390 (31 4)

(58) $ 1 893

The components of deferred income taxes were principally related to the allowance for loan losses other real estate owned write-downs differences in amortization of core deposit intangible assets depreciation and mortgage servicing rights Deferred tax liabilities related to unrealized losses and gains on securities available for sale are $260 and $296 thousand at December 31 201 4 and 201 3 respectively

The Corporation files income tax returns in the US federal jurisdiction and the State of Illinois The Corporation is no longer subject to US federal or state income tax examination by tax authorities for years before 201 1

Notes to Consolidated Financial Statements

IX Employee Benefits

Substantially all employees are covered by a profit sharing plan The contribution determined in accordance with the provisions of the plan was $i 72 thousand $i 23 thousand and $207 thousand in 20i 4 20i 3 and 20i 2 respectively

Under the Corporations Employee Stock Option Plan the Corporation may grant options to its key employees for up to 1 00000 shares of common stock The exercise price of each option equals the market price of the Corporations stock on the date of grant and the options maximum term is ten years The vesting period is three years from the date of grant GAAP provisions require that compensation cost relating to share-based payment transactions be recognized in the financial statements with measurement based upon the fair value of the equity or liability instruments issued For the year ended December 3i 20i 2 the Corporation recognized $i i 3 thousand in compensation expense for stock options For the year ended December 3i 20i 3 the Corporation recognized $97 thousand in compensation expense for stock options For the year ended December 3i 20i 4 the Corporation recognized no compensation expense for stock options

The activity in the plan is summarized as follows

Outstanding at beginning of year Granted Exercised Forfeitedexpired Outstanding at end of year

Options exercisable at year-end

Non-vested options beginning of year Granted Vested Forfeitedexpired Non-vested options at year end

Shares

85998

(i 000)

84998

84998

20 1 4

Weighted Weighted Average Average

Exercise Price Contractual Term

$ 4762

3200

$ 4748

$ 4748

2 0 1 4

Number of Shares

8333

(8333)

(in years)

35

35

Weighted Average

Grant Date Fair Value

$ 3200

3200

$

2013

Weighted Weighted Shares Average Average

Exercise Price Contractual Term (in years)

88998 $ 4709

(667) 3200 (2333) 3747

85998 $ 4762 48

77665 $ 4929 4i

2013

Weighted

Number of Average

Grant Date Shares Fair Val u e

i 9333 $ 3200

(i 1 000) 3200

8333 $ 3200

The fair value of each option is estimated using Black-Scholes option-pricing model which requires the use of subjective valuation assumptions The expected volatility is based on historical volatility of the Corporations stock price The risk-free interest rates for periods within the contractual life of the awards are based on the US Treasury yield curve in effect at the time of the grant The expected life is based on historical exercise experience The dividend yield assumption is based on the Corporations history and expectation of dividend payouts There were no options granted in 20i 3 or 20i 4

At December Si 20i 4 there was no unrecognized cost related to non-vested stock options granted under the Employee Stock Option Plan

Notes to Consolidated Financial Statements

IX Emp loyee Benefits cont

The following table summarizes restricted stock activity

20 1 4 2013

Weighted Average Weighted Average Number of Grant Date Number of Grant Date

Shares Fair Value Shares Fair Value

Balance beginning of year 8959 $ 4000 $ Granted 8959 4000 Forfeited (888) 4000 Earned and issued (2250) 4000 Balance end of period 5821 $ 4000 8959 $ 4000

The fair value of the restricted stock awards is amortized to compensation expense over the vesting period (forty months) and is based on the market price of the Corporations common stock at the date of grant multiplied by the number of shares granted that are expected to vest At the date of grant the par value of the shares granted was recorded in equity as a credit to common stock and a debit to paid-in capital The weighted-average grant date fair value of restricted stock granted during the year ended December 31 201 4 was $4000 per share or $358 thousand Stock-based compensation expense for restricted stock for the year ended December 31 201 3 was $90 thousand Stock-based compensation expense for restricted stock during the year ended December 31 201 4 was $1 29 thousand Unrecognized compensation expense for non-vested restricted stock awards was $139 thousand and is expected to be recognized over a weighted average period of 34 months

X Related Party Transactions

The Bank has entered into transactions with certain directors executive officers significant stockholders and their affiliates or associshyates (related parties) Such transactions were made in the ordinary course of business on substantially the same terms and conditions including interest rate and collateral as those prevailing at the same tirne for comparable transactions with other customers and did not in the opinion of management involve more than normal credit risk or present other unfavorable features

Annual loan activity consisted of the following (Dollars in thousands

20 1 4 2013

Beginning balance $ 1 1 29 $ 1 1 63 New Joansadvances 1 94 46 Repayments (245) (80) Ending balance $ 1 078 $ 1 1 29

Deposits from related parties held by the Bank at December 31 201 4 and 201 3 amounted to $32 million and $37 million respectively

middot middot

XI Commitments and Contingencies

In the normal course of business the Bank makes various commitments and incurs certain contingent liabilities that are not reflected in the accompanying consolidated financial statements The credit risk associated with loan commitments and standby letters of credit is essentially the same as that involved with extending Joans to customers and is subject to the Banks credit policies Collateral or other security is normally not obtained for these financial instruments prior to their use and many of the commitments are expected to expire without being used

The following commitments existed at December 31 (Dollars in thousands

20 1 4 2013

Commitments to extend credit Fixed $ 33441 $ 26551 Variable 25597 24400

Standby letters of credit $ 483 $ 21 1

Notes to Consolidated Financial Statements

XII Reg u l atory M atters

The Bank is required to maintain average reserve balances with the Federal Reserve Bank based upon deposit levels and other facshytors The amount of those reserve balances for the years ended December Si 20i 4 and 20i 3 was approximately $i 00 thousand

Dividends are paid by the Corporation from its funds which are mainly provided by dividends from the Bank However national banking regulations and capital guidelines limit the amount of dividends that may be paid by banks

Banks and bank holding companies are subject to regulatory capital requirements administered by federal banking agencies Capital adequacy guidelines and additionally for banks prompt corrective action regulations involve quantitative measures of assets liabilities and certain off-balance-sheet items calculated under regulatory accounting practices Capital amounts and classificashytions are also subject to qualitative judgements by regulators Failure to meet capital requirements can initiate regulatory action Prompt corrective action provisions are not applicable to bank holding companies Furthermore the Banks regulators could require adjustments to regulatory capital not reflected in the financial statements

Prompt corrective action regulations provide five classifications well capitalized adequately capitalized undercapitalized significantly undercapitalized and critically undercapitalized although these terms are not used to represent overall financial condition If undershycapitalized capital distributions are limited as is asset growth and expansion and capital restoration plans are required

At December 3i 20i 4 the most recent notification from the Banks and Corporations regulator categorized the Bank as well capitalshyized under the regulatory framework for prompt corrective action To be categorized as well capitalized an institution must maintain minimum total risk-based Tier i risk-based and Tier i leverage ratios as set forth in the following tables There are no conditions or events since the notification that management believes have changed the Banks category The Banks and the consolidated Corporations actual capital amounts and ratios at December Si are presented in the table

Actual and required capital amounts and ratios are presented below at year-end (Dollars in thousands)

Minimum Minimum To Be For Capital Well-Capitalized

Actual Adequacy Purposes Under Bank Regulatory Capital Requirements

Amount Ratio Amount Ratio Amount Ratio 20 1 4 Total capital to risk weighted assets

Consolidated $ 56026 i 249 $ 35885 800 NIA NIA Bank 58957 i S i5 S5867 800 $ 448S4 i 000

Tier i (core) capital to risk weighted assets Consolidated 52i 2i i i 62 i 7942 400 NIA NIA Bank 55052 i 228 i 79S2 400 26898 600

Tier i (core) capital to average assets Consolidated 52 1 21 809 25768 400 NIA NIA Bank 55052 855 25908 400 S2i 94 500

20i3 Total capital to risk weighted assets

Consolidated $ 54577 i 289 $ S5995 800 NIA NIA Bank 56952 1S53 SS675 800 $ 42093 1 000

Tier 1 (core) capital to risk weighted assets Consolidated 5i S37 1 2 1 3 1 5931 400 NIA NIA Bank 5371 2 1 276 i 6838 400 25256 600

Tier 1 (core) capital to average assets Consolidated 5i 3S7 804 25306 400 NIA NIA Bank 537i 2 842 25675 400 31 895 500

Notes to Consolidated Financial Statements

XII I Earnings Per Share

The factors used in the earnings per share computation are as follows (Dollars in thousands except per share data)

20 1 4 2013 2012

Income Weighted- Per Share Income Weighted- Per Share Income Weighted- Per Share Average Amount Average Amount Average Amount Shares Shares Shares

Basic earnings per share Net income $ 1 050 1 048g23 $ 1 00 $ 976 1 043765 $ 94 $ 3622 1 352929 $ 268 Effect of assumed exercise

of stock options and restricted stock awards 1 831 9786 NIA

Diluted earnings per share Net income $ 1 050 1 050754 $ 1 00 $ 976 1 053551 $ 93 $ 3622 1 352g2g $ 268

Options to purchase 68500 68500 and 88998 shares of common stock were outstanding at December 31 201 4 201 3 and 201 2 but were not included in the computation of diluted EPS because the options exercise price was greater than the average market price of the common shares for each period

Notes to Consolidated Financial Statements

XIV Fair Val u e Measurements

ASC Topic 820 Fair Value Measurements defines fair value as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market parshyticipants at the measurement date Topic 820 also specifies a fair value hierarchy which requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value The standard describes three levels of inputs that may be used to measure fair value

Level i Quoted prices in active markets for identical assets Level 2 Observable inputs other than Level i prices such

as quoted prices for similar assets quoted prices in markets that are not active or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities

Level 3 Unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets

Following is a description of the valuation methodologies and inputs used for assets and liabilities measured at fair value on a recurring basis and recognized in the accompanying balance sheets as well as the general classification of such assets and liabilities pursuant to the valuation hierarchy

Securities Available for Sale

Securities classified as available for sale are reported at fairvalue utilizing Level 2 inputs Except for equity securities unadjusted quoted prices in active markets for identical assets are utilized to determine fair value at the measurement date which are conshysidered Level i inputs For all other securities the Corporation obtains fair value measurements from an independent pricing sershyvice The fair value measurements consider observable data that may include dealer quotes market spreads cash flows the US Treasuryyield curve live trading levels trade execution data market consensus prepayment speeds credit information and the bonds terms and conditions among other things

Certain financial assets and financial liabilities are measured at fair value on a nonrecurring basis that is the instruments are not measured at fair value on an ongoing basis but are subject to fair value adjustments in certain circumstances (for example when there is evidence of impairment) At December 3i 20i 3 other real estate owned measured at fair value was $7 5 million using a combination of observable inputs including recent appraisshyals and unobservable inputs based on customized discounting criteria Due to the significance of the unobservable inputs all other real estate owned fair values have been classified as Level 3 Rnancial assets and financial liabilities excluding impaired Joans measured at fair value on a nonrecurring basis were not significant at December 31 201 4 and 2013

The following tables summarize financial assets measured at fair value at December 31 segregated by the level of the valuation inputs within the fair value hierarchy utilized to measure fair value (Dollars in thousands)

Level 1 Level 2 Level 3 Total 20 1 4 Inputs Inputs Inputs Fair Value Recurring

$ Equity securities $ 456 $ $ 456 Securities available for sale $ $ i 27768 $ $ 1 27768

Nonrecurring $ Impaired Joans $ $ 1 069 $ 1 069

other real estate owned $ $ $ 3375 $ 3375

201 3 Recurring

$ $ Equity securities $ 2405 $ 2405 Securities available for sale $ $ i 4706i $ $ 1 4706i

Nonrecurring $ Impaired loans $ $ 91 6 $ 9 1 6

Other real estate owned $ $ $ 832 $ 832

Notes to Consolidated Financial Statements

XI Fair Value of Financial Instruments

The canying amount and fair value of the Corporations other financial instruments at December 31 are set forth below (Dollars in thousands)

Financial assets Cash and cash equivalents Restricted stock -Loans held for sale Loans net Accrued interest receivable

Financial liabilities Deposits Other borrowings Accrued interest payable

Commitments to orginate loans

Letters of credit

Lines of credit

Forward sale commitments

Carrying Amount

$ 2671 5 1 647 2432

405059 3369

$ 548940 3600

52

2014 201 3

Fair Value Carrying Amount

$ 2671 5 $ 36838 1 647 1 494 2432 5902

405027 377172 3369 2820

$ 51 3334 $ 549645 3600 4800

52 66

Fair Value

$ 36838 1 494 5902

377166 2820

$ 502487 4800

66

Notes to Consolidated Financial Statements

XV Fair Val u e of Financial Instrum ents cont

Nonrecurring Measurements Following is a description of the valuation methodologies and inputs used for assets measured at fair value on a nonrecurring basis and recognized in the accompanying balance sheets as well as the general classification of such assets pursuant to the valuation hierarchy For assets classified within Level 3 of the fair value hierarchy the process used to develop the reported fair value is described below

Other Real Estate Owned Other real estate owned (OREO) is carried at fair value Jess estimated cost to sell when the real estate is acquired Estimated fair value of OREO is based on appraisals or evaluations OREO is classified within Level 3 of the fair value hierarchy

Appraisals of OREO are obtained when the real estate is acquired and subsequently as deemed necessary by the Banks manageshyment Appraisals are reviewed for accuracy and consistency by the Bank Appraisers are selected from the list of approved appraisers maintained by management

Collateral-dependent Impaired Loans Net of ALLL The estimated fair value of collateral-dependent impaired Joans is based on the appraised fair value of the collateral Jess estimated cost to sell Collateral-dependent impaired Joans are classified within Level 3 of the fair value hierarchy

The Bank considers the appraisal or evaluation as the starting point for determining fair value and then considers other factors and events in the environment that may affect the fair value Appraisals of the collateral underlying collateral-dependent Joans are obtained when the loan is determined to be collateral-dependent and subsequently as deemed necessary by the Banks management Appraisals are reviewed for accuracy and consistency by the Bank Appraisers are selected from the list of approved appraisers mainshytained by management The appraised values are reduced by discounts to consider lack of marketability and estimated cost to sell if repayment or satisfaction of the Joan is dependent on the sale of the collateral These discounts and estimates are developed by the credit department by comparison to historical results

Notes to Consolidated Financial Statements

XV Fair Val ue of Financial Instruments cont

Unobservable (Level 3) Inputs The following table presents quantitahve information about unobservable inputs used in recurring and nonrecurring Level s fair value measurements other than goodwill (Dollars in thousands)

Other real estate owned

middot Collateral-dependent impaired loans

Other real estate owned

Collateral-dependent impaired loans

Fair Value at 123 114

$ 3375

$ 1 069

Fair Value at 123113

$ 832

$ 91 6

Sensitivity of Significant U nobservable Inputs The following is a discussion of the sensitivity of significant unobshyservable inputs the interrelationships between those inputs and other unobservable inputs used in recurring fair value measureshyment and of how those inputs might magnify or mitigate the effect of changes in the unobservable inputs on the fair value measurement

The following follows the Fair value table The following methods were used to estimate the fair value of all other financial instruments recognized in the accompanying balshyance sheet at amounts other than fair value

Cash and Cash Equivalents The carrying amount approximates fair value

Loans Held For Sale The carrying amount approximates fair value due to the insigshynificant time between origination and date of sale The carrying amount is the amount funded and accrued interest

Loans

Fair value is estimated by discounting the future cash flows using the market rates at which similar notes would be made to borshyrowers with similar credit ratings and for the same remaining maturities The market rates used are based on current rates the Bank would impose for similar loans and reflect a market parshyticipant assumption about risks associated with nonperformance illiquidity and the structure and term of the loans along with local economic and market conditions

Restricted Stock Fair value is estimated at book value due to restrictions that limit the sale or transfer of such securities

Valuation Unobservable Range Technique Inputs (Weighted

Market comparable Comparability Average)

properties adjustments () Not available

Market comparable Marketability properties discount 1 0 - 1 5 (1 2)

Valuation U nobservable Range Technique Inputs (Weighted

Market comparable Comparability Average)

properties adjustments () Not available

Market comparable Marketability properties discount 1 0 - 1 5 (1 2)

Accrued Interest Receivable and Payable

The carrying amount approximates fair value The carrying amount is determined using the interest rate balance and last payment date

Deposits and Other Borrowings Fair value of term deposits is estimated by discounting the future cash flows using rates of similar deposits with similar maturities The market rates used were obtained from a knowledgeable independent third party and reviewed by the Corporation The rates were the average of current rates offered by local competishytors of the bank subsidiaries

The estimated fair value of demand NOW savings money marshyket deposits and other borrowings is the book value since rates are regularly adjusted to market rates and amounts are payable on demand at the reporting date

Commitments to Originate Loans Forward Sale Commitments Letters of Credit and Lines of Credit The fair value of commitments to originate loans is estimated using the fees currently charged to enter into similar agreements taking into account the remaining terms of the agreements and the present creditworthiness of the counterparties For fixedshyrate loan commitments fair value also considers the difference between current levels of interest rates and the committed rates

The fair value of commitments to sell securities is estimated based on current market prices for securities of similar terms and credit quality

The fair values of letters of credit and lines of credit are based on fees currently charged for similar agreements or on the estimated cost to terminate or otherwise settle the obligations with the counterparties at the reporting date

Notes to Consolidated Financial Statements

XVI Accumul ated Comprehensive Income (Loss)

The components of accumulated other comprehensive income loss) included in stockholders equity are as follows (Dollars in thousands)

Net unrealized gains (Joss) on available for sale securities Tax effect Net-of-tax amount

20 1 4

$ 766 (260)

$ 506

2013

$ (871) 296

$ (575)

Amounts reclassified from accumulated other comprehensive income and the affected line items in the statements of income during the years ended December 31 were as follows

Affected line item in 20 1 4 2013 2012 the statements of

income

Net realized gains of Unrealized gains on securities available for sale $ 368 $ 434 $ 2084 sales of available for-sale

securities

Tax effect (1 26) (i 48) (709) Income taxes Total reclassification out of accumulated other comprehensive income $ 242 $ 286 $ 1 375 Net reclassified

amount

XVII Goodwill and Acquired Intangible Assets

The Corporations goodwill and intangible assets are as follows There was no Impairment of goodwill or intangible assets in 2014 or 2013 (Dollars in thousands)

20 1 4 2013

Goodwill $ 3265 $ 3265 Core deposit intangibles $ 1 805 $ 1 805 Non-compete agreement 375 375 Intangible assets 21 80 2 180 Less accumulated amortization 2 180 2090

Total intangible assets $ $ 90

Aggregate amortization expense for years ended December 31 2014 201 3 and 201 2 was $90 $181 and $1 80 thousand respectively

XVI II Subsequent Events

Management evaluated subsequent events through February 27 201 5 the date the consolidated financial statements were available to be issued Events or transactions occurring after December 31 2014 but prior to February 27 2015 that provided additional evidence about conditions that existed at December 31 2014 have been recognized in the consolidated financial statements for the year ended December 31 2014 Events or transactions that provided evidence about conditions that did not exist at December 31 201 4 but arose before the consolidated financial statements were available to be issued have not been recognized in the consolidated financial statements for the year ended December 31 2014

This information is an Integral part of the accompanying consolidated financial statements

Independent Auditors Report

CPAs amp Advisors

Board of Directors

NI Bancshares Corporation

Sycamore Illinois

We have audited the accompanying consolidated financial statements of NI Bancshares Corporation which comprise

the consolidated balance sheets as of December 3 1 2014 and 2013 and the related consolidated statements of income

comprehensive income (loss) stockholders equity and cash flows for the years ended December 3 1 2014 2013 and 2012 and the related notes to the consolidated financial statements

Managements Responsibility for the Financial Statements

Management is responsible for the preparation and fair presentation of these consolidated financial statements in accordance

with accounting principles generally accepted in the United States of America this includes the design implementation and

maintenance of internal control relevant to the preparation and fair presentation of consolidated financial statements that are

free from material misstatement whether due to fraud or error

Auditors Responsibility

Our responsibility is to express an opinion on these consolidated financial statements based on our audits We conducted our

audits in accordance with auditing standards generally accepted in the United States of America Those standards require that

we plan and perform the audit to obtain reasonable assurance about whether the consolidated financial statements are free from material misstatement

An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the consolidated

financial statements The procedures selected depend on the auditors judgment including the assessment of the risks of material misstatement of the consolidated financial statements whether due to fraud or error In making those risk

assessments the auditor considers internal control relevant to the Corporations preparation and fair presentation of the

consolidated financial statements in order to design audit procedures that are appropriate in the circumstances but not for

the purpose of expressing an opinion on the effectiveness of the Corporations internal control Accordingly we express no

such opinion An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of

significant accounting estimates made by management as well as evaluating the overall presentation of the consolidated

financial statements

We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion

Opinion In our opinion the consolidated financial statements referred to above present fairly in all material respects the financial position of NI Bancshares Corporation as of December 3 1 2014 and 2013 and the results of its operations and cash flows

for the years ended December 3 1 2014 2013 and 2012 in accordance with accounting principles generally accepted in the United States of America

Decatur Illinois February 27 2015

PRESID ENT I CEO Michael A Cullen

BUSI NESS BANKING Charles C Kaiser Senior Vice President - Business Banking

Michael A Hawley Senior Vice President - Senior Commercial Loan Officer

Grant M Goltz Vice President - Commercial Loan Officer

Lucas G Goucher Vice President - Commercial Loan Officer

Nicholas D Lee Vlce President - Commercial Loan Officer

Robert W Mason Vice President - Commercial Loan Officer

Timothy J Meyer Vice President - Commercial Loan Officer

Sheela Prahlad Vice President - Commercial Loan Officer

CREDIT D EPARTMENT

Karen A Kuppler Senior Vice President - Chief Credit Officer

Gerald W Brantner Vice President - Senior Collector

CONSUM ER BANKING RESIDENTIAL LENDING ORIGINATION

Mark R ODell Vice President - Senior Retail Loan Officer

CONS U M ER BANKING Bradley V Brown Senior Vice President - Consumer Banking (Security Officer)

Terrence M Duffy Senior Vice President - Consumer Banking Division Manager

Ishmael M McGhee Vice President - Consumer Banking Division Manager

Frank P Turza Vice President - Consumer Banking Division Manager

Directory of NBamp T

TRUST D EPARTMENT R David Van Buren Senior Vice President - Trust amp Investments

Stephen J Colianni Vice President -Trust Investment Officer

Stephen G Corcoran Vice President - Employee Benefits Manager

Karen J Daleo Vice President - Trust Tax Manager amp Assistant Secretary

James J Dombek Vice President - Personal Trust Manager amp Secretary

Kathryn J Johnson Vice President -Trust Administrator

Thomas M Sullivan Vice President - Trust Administrator

Carolyn S Swafford Vice President - Trust Administrator

FAR M SERVIC E DEPARTM ENT Scott R Pumroy Vice President - Farm Service Department Manager

OPERATIONS D EPARTMENT

Michelle R Carlson Vice President - Operations

Hien Van Do Vice President - Core Banking Systems Administrator

ACCOUNTING DEPARTM ENT David N McCoy Senior Vice President - Chief Financial Officer

BRAND amp MARKETING Tami J Armstrong Vice President - Brand amp Marketing

H U MAN RESOU RCES Samantha J Dailey Vice President - Human Resources

AUDITING DEPARTMENT Sarah M Taylor Vice President - Internal Audit

EXHIBIT 2A

NI BANCSHARES CORPORATIONS ORGANIZATIONAL CHART

NI BANCSHARES CORPORATIO N

230 W STATE ST SYCAMORE IL 601 78

State of Incorporation = Delaware

1 00

THE NATIONAL BAN K amp TRUST COMPANY OF SYCAMORE

230 W STATE ST SYCAMOR_E IL 601 78

hsults A list of branches for your depostorv nstftution NATIONAL BANK amp TRUST COMPANY OF SYCAMOftE THE (ID_RSSO 534345)

This depository fnstltutlon fs held by NI BANCSHARES CORPORATION (1827893) of SYCAMORE IL

The data are as of 12312014 Data reflects Information that was received and procMsed through 01072JJ1S

Reconciliation and YerfCtton Steps

1 In the Data Action column of each brmch row enter one or more of the actions specifild hilow 2 If required enter the date In the Effective te column

Actions

OK If the branch Information Is COfTect enter OK in the Data Action column

Chan1e If the branch Information Is incorrlCt or Incomplete revrse the data enter Change In the Data Action column and the date when this lnformaUon first beame valid Jn the Etfedive Oatbull column

Cose If a branch llsted was sold or closed enter dose In the Data Action column and thl ule or closure date In the Effective Date column Delete If a branch listed was never owned by th(s depository Institution enter Delltl In thl Oatbull Action column

Add lfa reportable branch Is missing Insert a row add the branch data and enter Add in thl Data Action column and the opening or acquisition date In the Effective Date laquo)lumn

If printing this lrst you may need to adjust your page setup in MS Excel Try uslng landscape orientation p1ae scaling andor liegal sl1ed pa pier

Submission Procedure

When you a finiihed send a savied copy to your FRB contact See the det1iled lmtructions on this site for more Information

If vou are ie-malllng this to your FRB contAct put your Institution name dtyand state In thie subjtct line of the e-mail

Note To satisfy the FR YmiddotlO portln1 rirements you must also submit FR Ymiddot10 Oomes-tic Branch Schedules for each bninch with a Ot Attlon of nae Close Deletl or Add

The FR fmiddotlO rieport may be submitted in a hardcopy format or via the FR Y-10 Online application middot httpsylOonlinefederalreservegov

bull FDIC UNINUM Office Number and ID_RSSD columns are for reference only Verification of these values Is not required

- Effecdw Ote Branch Service Type Bnnch ID Rssobull Popular Name Street Address City NATIONAL BANK amp TRUST COMPANY Of

OK Fun servlCI (Head Offitt) 53045 SYCAMORE THE 230 WEST STATE STREET SYCAMORE

OK Full Service 3310232 2290 SYCAMORE ROAD OfFICE 2290 SYCAMORE ROAD DEKALB

OK Full lce 3735255 BANCO NBampT BRANCH 1029 PLEASANT STREET DEKALB

OK Fullservice 354132 NSampT SQUARE BRANCH 130 WEST LINCOLN HIGHWAY DEKAlB

OK Full Service 3735246 ELBURN BRANCH 930 NORTH MAJN STREET ELBURN

OK Full Service 3310241 GENOA BRANCH 601 PEARSON DRIVE GfNOA

OK Full service 2192507 200 NORTH MAIN STREET OfFICE 200 NORTH MAIN STREET UtANO

OK full Service 4394873 SANDWlCH BRANCH 321 E OIURCH STREET SANDWlCH

OK Fullice 2D8577S SERENA BRANCH US HIGHWAY 52 SOMONAUK ROAD SERENA

OK Full Service 2431457 1425 DEKAl8 AVENUE BRANCH 1425 DEKALB AVENUE SYCAMORE

St1te

IL

IL

IL

IL

IL

IL

IL

IL

IL

IL

Zip Code Countv

60178 DEKALB

60US DEKALB

60115 DEKALB

60U5 DEKALB

60119 KANE

60135 DEKALB

60531 IASAllE

60548 DEKALB

60549 LA SAUE

60178 DEKALB

Country FDIC UNINUMbull Office Numberbull Hbullad Office Head Office ID_RSSD Comments

NATIONAL BANK amp TRUST COMPANY Of

UNITED STATES 6414 0 SYCAMORE THE 534345 NATIONAL BANK amp TRUST COMPANY OF

UNITED STATES 221714 2 SYCAMORE THE 534345 NATIONAL BANK amp TRUST COMPANY Of

UNITpound0 STATES 475977 9 SYCAMORE THE 534345

NATIONAL BANK amp TRUST COMPANY OF

UNITED STATES 10484 5 SYCAMORE THE 534345 NATIONAL BANK amp TRUST COMPANY OF

UNITED SfATES 475976 8 SYCAMORE THE 534345

NATIONAL BANK amp TRUST COMPANY OF

UNITED STATES 424666 4 SYCAMORE THE 534345 NATIONAL BANK amp TRUST COMPANY OF

UNITED STATES 237859 7 SYCAMOftE THE 534345 NATIONAL BANK amp TRUST COMPANY Of

UNITED STAttS 530108 10 SYCAMORE THE 534345 NATIONAL BANK amp TRUST COMPANY Of

UNITED STATES 2318S8 6 SYCAMORE THE 534345 NATIONAL BANK amp TRUST COMPANY OF

UN ITED STATES 264332 1 SYCAMORE THE 534345

Re ort Item 3 Securities Holders

FR Y-6

NI Bancshares Corporation

Sycamore IL

Fiscal Year Ending December 3 1 201 4

Current Securities Holders with ownership control or holdings of 5 or more with power to vote as-of fiscal year end

Securities Holders not listed in 3(1 )(a) through (3)(1 )(c) that had

ownership control or holdings of 5 or more with power to vote

during the fiscal year

(1 )(a)

Name amp Address (City

State Country)

James W Dutton

Tulsa OK USA

Jane Danielson

Freeport ME USA

Anne Pick

St Paul MN USA

(1 )(b)

Country of

Citizenship or

Incorporation

USA

USA

USA

(1 )(c) Number and

Percentage of Each

Class of Voting

Securities

62324 shares 594

84563 shares 806

88480 shares 843

(2)(a) (2)(b)

Country of

Name amp Address Citizenship or

(City State Country) Incorporation

(2)(c) Number and

Percentage of Each

Class of Voting

Securities

FA Y--6

NI Bancshares Corporation Sycamore ll

Ascal Year Ending December 311 2014

(1) (2) (3)(bull) (3)(b) (3)(o) (4)(bull) (4)(b) (4)(o) Percentage of List names of other companies

Percentage of Voting Securities Includeamp partnerships) If 25 or more Voting Securities ln Subsidiaries of voting securftles are held (list

Names amp Address Principal Occupation II other than Title amp Position with Title amp Position with Subsidiaries Title amp Position with Other Businesses Jn Holding (Include names names ol companies and percentage of

(City State Country) with Holding Company Holding Company (Include names of subsidiaries) (Include names ol other businesses) Company of subsidiaries) voting securltles held)

Michael A Cullen NIA Director President amp CEO Director President amp CEO NIA 018 None NIA Sycamore IL USA The National Bank amp Trust

Company of Sycamore

Richard N Anderson President - Anderson Director Director President 159 None Anderson Funeral Home Ltd (100) DeKalb JL USA Funeral Home Ltd The Natrona[ Bank amp Trust Anderson Funeral Home Ltd

Company of Sycamore

John H Boles NIA Director Retired Trust Officer NIA 149 None NIA Sycamore IL USA The National Bank amp Trust

Company of Sycamore

Evelina J Cichy Retired Vice President of Instruction Director Director NA 015 None NIA DeKalb IL USA Klshwaukee College The Natrona Bank amp Trust

Company of Sycamore

James W Dutton CFO Macrosolva lnc Chairman of the Board Chairman of the Board CFO Macrosolve lnc 594 None NIA Tulsa OK USA The Natonal Bank amp Trust

Company of Sycamore

Robert B Johnson Partner - Johnson Farms Director Director Partner 063 None Johnson Farms (40) DeKalb IL USA The National Bank amp Trust Johnson Farms

Company of Sycamore

Robert C Johnson NIA Director Director NIA 034 None NIA DeKalb IL USA The National Bank amp Trust

Company of Sycamore

Kevin P Poorten President amp CEO - Kish Health Syse Director Director NA 005 None NIA DeKalb IL USA The National Bank amp Trust

Company of Sycamore

Douglas C Roberts Private Investor Director Director PresidentmiddotZea mays Holdings LLC 382 None Zea mays Holdngs LLC (100) Sycamore IL USA The National Bank amp Trust

Company of Sycamore

Tmothy P Suter President amp CEO - Suter Company Director Director NA 002 None NIA Sycamore IL USA The Natlonal Bank amp Trust

Company of Sycamore

Report lem 4 Insiders -PAGE 2 of 2

Tami Armstrong NIA NIA VP Brand amp Marketng NIA 0005 None NIA Sycamore IL USA The Natonal Bank amp Trust

Company of Sycamore

Bradley V Brown NIA NIA SVP Consumer Banking NIA 0004 None NIA DeKalb IL USA The Natlonal Bank amp Trust

Company of Sy9amore

Michelle Carlson NIA NIA VP Operallons NIA 0004 None NIA SuQar Grove IL USA The National Bank amp Trust

Company of Sycamore

Sa_111antha J Dalley NIA NIA VP Human Resources NIA 0003 None NIA Sycamore IL USA The National Bank amp Trust

Company of Sycamore

James Dombek NIA NIA VP Personal Trust Manager NIA 0002 None NIA Sycamore IL USA The National Bank amp Trust

Company of Sycamore

Michael Hawley Geneva IL USA NIA NIA Sr VP Sr Commercial Loan Officer NIA 0005 None NIA

The Natfonal Bank amp Trust Company of Sycamore

Charles C Kaiser NIA NIA Sr VP Senior Lending Officer NIA 0007 None NIA Sycamore IL USA The National Bank amp Trust

Company of Sycamore

Karen Kupper NIA NIA SVP Chief Credit Offcer NIA 0003 None NIA Hinkley IL USA The Natonal Bank amp Trust

Company of Sycamore

Davld N McCoy NIA Treasurer SVP Chief Flnanclitl Officer NIA 0006 None NIA South Elgin IL USA The Natlonal Bank amp Trust

Company of Sycamore

Mark ODell NIA NIA VP Sr Residentlal loan Officer NIA 0000 None NIA Aurora IL USA The National Bank amp Trust

Company of Sycamore

A David VanBuren NIA NIA SVP Trust amp Investments NIA 0005 None NIA Sycamore IL USA The National Bank amp Trust

Company of Sycamore

  • FR Y-6 Cover Page
  • Report Item 1 Annual Report to Shareholders
  • Report Item 2a Organization Chart
  • Report Item 2b Domestic Branch Listing
  • Report Item 3 Securities Holders
  • Report Item 4 Insiders
Page 15: Annual Report of Holding Companies-FR Y-6/media/others/banking/...consistent and deliberate in implementing our strategic initiatives. In addition to our loan growth, our trust assets

Notes to Consolidated Financial Statements

SERVICING RIGHTS Servicing rights are recognized as assets for the allocated value of retained servicing rights on sold loans Servicing rights are expensed in proportion to and over the period of estimated net servicing revenues Impairment is evaluated based on the fair value of the rights using groupings of underlying loans as to loan term rate and then as to loan type Fair value is based upon discounted cash flows using market based assumptions Any impairment is reported as a valuation allowance to the extent that fair value is Jess than the capitalized amount

LOANS Loans are stated at the amount of unpaid principal net of unearned income and the allowance for loan losses Interest on loans is accrued daily and is computed on the principal balance outstanding

Loan origination fees net of certain direct organization costs are deferred and recognized as an adjustment of the yield of the related loans

In general interest income on mortgage and commercial loans is discontinued at the time the loan is 90 days delinquent unless the loan is well secured and in process of collection Consumer loans are typically charged off no later than 180 days past due In all cases loans are placed on non-accrual or charged-off at an earlier date if collection of principal or interest is considered doubtful

All interest accrued but not received for the loans placed on nonshyaccrual are reversed against interest income Interest received on such loans is accounted for on the cash basis or cost-recovery method until qualifying for return to accrual Loans are returned to accrual status when all the principal and interest amounts contractually due are brought current and future payments are reasonably assured

ALLOWANCE FOR LOAN LOSSES The allowance for loan losses is maintained at a level considered adequate to provide for probable incurred loan losses Allowances for impaired loans are generally determined based on collateral values or the present value of estimated cash flows discounted at the loans effective interest rate The allowance is increased by provisions charged to operating expense and reduced by net charge-offs Loans are charged off to the allowance for loan losses when and to the extent that they are deemed uncollectible by management Management makes continuous credit reviews of the loan portfolio and considers current economic conditions historical loan loss experience and other factors in determining the adequacy of the allowance

Allocations of the allowance may be made for specific loans but the entire allowance is available for any loan that in managements judQrnent should be charged off

The allowance consists of specific and general components The specific component relates to loans that are individually classified as impaired or loans otherwise classified as substandard or doubtful The general component covers non-classified loans and is based on historical loss experience adjusted for current factors

A loan is impaired when full payment under the Joan terms is not expected Commercial and commercial real estate loans are individually evaluated for impairment If a Joan is impaired a portion of the allowance is allocated so that the loan is reported net at the present value of estimated future cash flows using the loans existing rate or at the fair value of collateral if repayment is expected solely from the collateral Large groups of smaller balance homogeneous loans such as consumer and residential real estate loans are collectively evaluated for impairment and accordingly they are not separately identified for impairment disclosures

LAND PREMISES AND EQUIPMENT Land is stated at historical cost Premises and equipment are stated at cost less accumulated depreciation Depreciation is computed principally on the straight-line method over the estimated useful lives of the assets These assets are reviewed for impairment when events indicate the carrying amount may not be recoverable

OTHER REAL ESTATE OWNED Real properties acquired through or in lieu of loan foreclosure are to be sold and are initially recorded at fair value less the cost to sell at the date of the foreclosure establishing the new cost basis After foreclosure valuations are periodically performed by management and the real estate is carried at the lower of carrying amount or fair value less the estimated cost to sell Revenue and expenses from the operations changes in the valuation of the property and gain or loss on the disposition of the property are included in other expenses or other income as incurred

EARNINGS PER SHARE Basic earnings per share is calculated based on weightedshyaverage common shares outstanding Diluted earnings per share includes the dilutive effect of additional potential common shares issuable under stock options and restricted stock awards

GOODWILL AND INTANGIBLE ASSETS Goodwill results from business acquisitions and represents the excess of the purchase price over the fair value of acquired tangible assets and liabilities and identifiable intangible assets Goodwill and indefinite-lived intangibles are evaluated annually for impairment or more frequently if impairment indicators are present A qualitative assessment is performed to determine whether the existence of events or circumstances leads to a determination that it is more likely than not the fair value of the reporting unit or indefinite-lived intangible asset is Jess than its carrying amount If based on the evaluation it is determined to be more likely than not that the fair valued is less than the carrying value then the goodwill or indefinite-Jived intangible is tested further for impairment If the implied fair value of goodwill or the fair value of the indefinite-lived intangible is lower than their carrying amounts an impairment loss is recognized in an amount equal to the difference Subsequent increases in goodwill value

- are not recognized in the financial statements

Intangible assets consist of core deposits arising from a whole bank acquisition They are initially measured at fair value and then are amortized over their estimated useful lives These assets are reviewed for impairment when events indicate the carrying amount may not be recoverable

Notes to Consolidated Financial Statements

LOAN COMMITMENTS AND RELATED FINANCIAL INSTRUMENTS Financial instruments include off-balance sheet credit instruments such as commitments to make loans and commercial letters of credit issued to meet customer financing needs The face amount for these items represents the exposure to loss before considering customer collateral or ability to repay Such financial instruments are recorded when they are funded

IMPAIRMENT OF LONG-LIVED ASSETS The Corporation reviews long-lived assets for impairment whenever events or changes in circumstances indicate the carrying amount of an asset may not be recoverable Recoverability of assets to be held and used is measured by a comparison of the carrying amount of an asset to future undiscounted net cash flows expected to be generated by the asset If such assets are considered to be impaired the impairment to be recognized is measured by the amount by which the carrying amount of the assets exceeds the fair value of the assets Assets to be disposed of are reported at the lower of carrying amount or fair value less costs to sell

TRANSFERS OF FINANCIAL ASSETS Transfers of financial assets are accounted for as sales when control over the assets has been surrendered Control over transferred assets is deemed to be surrendered when (1 ) the assets have been isolated from the Corporation (2) the lransferee obtains the right (free of conditions that constrain it from taking advantage of that right) to pledge or exchange the transferred assets and (3) the Corporation does not maintain effective control over the transferred assets through an agreement to repurchase them before their maturity

TRUST ASSETS AND FEES Assets of the Trust Department are not included in these consolidated financial statements because they are not assets of the Corporation or the Bank Fee income generated from trust services is primarily recorded on the accrual method

INCOME TAXES Deferred income taxes are provided on temporary differences between financial statement and income tax reporting Temporary differences are differences between the amounts of assets and liabilities reported for financial statement purposes and their tax bases

Deferred tax assets are recognized for temporary differences that will be deductible in future years tax returns and for operating loss and tax credit carryforwards Deferred tax assets are recognized only if it is more likely than not that the tax position will be realized or sustained upon examination by the relevant taxing authority A tax position that meets the more-likely-thanshynot recognition threshold is initially and subsequently measured as the largest amount of tax benefit that has a greater than 50 percent likelihood of being realized upon settlement with a taxing authority that has full knowledge of all relevant information

Deferred tax assets are reduced by a valuation allowance if it is deemed more likely than not that some or all of the deferred tax assets will not be realized Deferred tax liabilities are recognized for temporary differences that will be taxable in future years

COMPREHENSIVE INCOME (LOSS) Comprehensive income (loss) consists of net income (loss) and other comprehensive income (loss) Other comprehensive income (loss) includes unrealized gains and losses on securities available for sale net of taxes These unrealized gains and losses net of taxes are also recognized as separate components of equity

LOSS CONTINGENCIES Loss contingencies including claims and legal actions arising in the ordinary course of business are recorded as liabilities when the likelihood of loss is probable and an amount or range of loss can be reasonably estimated Management does not believe there are matters that will have a material effect to the Corporation the Bank or the Banks Trust Department or on the fiancial statements of the Corporation

STOCK COMPENSATION PLANS Compensation cost is measured using the fair value of an award on the grant dates and is recognized over the service period which is usually the vesting period Compensation cost related to the non-vested portion of awards outstanding is based on the grant-date fair value of those awards T he Corporation has an incentive stock option plan and restricted stock awards which are described more fully in Note IX

TREASURY STOCK Common stock shares repurchased are recorded at cost Cost of shares retired or reissued is determined using the first-in firstshyout method

During 201 2 the Corporation purchased 392663 treasury shares This was primarily accomplished through two transactions the first involving a negotiated purchase of shares from certain members of the Dutton Family and their affiliates and the second involving a tender offer with our shareholders These treasury shares were all repurchased at $46 per share a discount to the current book value per share Detailed information related to these transactions was provided to stockholders in an Offer to Purchase dated November 1 201 2 The total cost to capital of the Corporation was $1 6940 thousand for these treasury shares

Notes to Consolidated Financial Statements

II Securities

Amortized cost and fair values of securities classified as available for sale with gross unrealized gains and losses at December 31 are summarized as follows (Dollars in thousands)

US Obligations of US Government- States and Political Certificates Equity Total

Treasury Sponsored Entities Subdivisions of Deposit Securities Securities

2014 Amortized cost $ 1 4470 $ 7981 6 $ 31 728 $ 988 $ 456 $ 1 27458 Gross unrealized gains 2 536 694 1 232 Gross unrealized losses (28) (233) (205) (466)

Fair value $ 1 4444 $ 80 1 1 9 $ 32217 $ 988 $ 456 $ 1 28224

2013 Amortized cost $ 1 5007 $ 94907 $ 37030 $ 988 $ 2406 $ 150338 Gross unrealized gains 1 0 1 1 7 854 981 Gross unrealized losses (2) (926) 924) (1 852)

Fair value $ 1 501 5 $ 94098 $ 36960 $ 988 $ 2406 $ 1 49467

The fair values of debt securities classified as available for sale by contractual maturity at December 31 2014 are as follows (Dollars in thousands)

1 year or l ess Over 1-5 years Over 5-10 years Over 1 0 years Total

US Treasury $ 5000 $ 9444 $ $ $ 1 4444

US government-sponsored entities 1 7057 47722 1 5340 80 1 1 9

Obligations of states and political subdivisions 3964 9859 1 8394 3221 7

Certificates of deposit 988 988

Total $ 26021 $ 6801 3 $ 33734 $ $1 27768

Expected maturities may differ from contractual maturities because the borrowers may have the right to call or prepay obligations with or without call or prepayment penalties Other equity securities include mutual funds which have no maturity date Securities with a market value of $1 220 million and $1 21 0 million at December 31 201 4 and 201 3 respectively are pledged to secure public deposits and other purposes as required or permitted by law

middot

Amortized cost gross reaiized gains gross realized losses and saies proceeds from available for sale securities sold matured or called at December 31 are summarized as follows (Dollars in thousands)

2014 2013 2012

Amortized cost $ 50689 $ 60072 $ 73995 Gross realized gains 546 435 2093 Gross realized losses (1 78) (1 ) (9) Proceeds $ 51 057 $ ousuo $ 70UJ

Notes to Consolidated Financial Statements

I I Securities cont

The following tabes present investments gross unrealized losses and fair value at December 31 aggregated by Investment category and length of time that Individual securities have been in a continuous unrealized loss position Dollars In thousands)

Less Than 12 Months 12 Months or More Total Fair Value Unrealized Loss Fair Value Unrealized Loss Fair Value U n realized Loss

2014 US Treasury $ 9444 $ (28) $ $ $ 9444 $ (28) US government-

sponsored entities i 7529 (43) i 5009 (i 90) 32538 (233) Obligations of states and

political subdivisions i 983 (i7) 6475 (i 88) 8458 (205) $ 28956 $ (88) $ 2i 484 $ (378) $ 50440 $ (466)

Less Than 12 Months 12 Months or More Total Fair Value Unrealized Loss Fair Value Unrealized Loss Fair Value Unrealized Loss 2013

US Treasury $ 3994 $ (2) $ $ $ 3994 $ (2)

US government-sponsored entities 7222i (926) 7222i (926)

Obligations of states and political subdivisions i 2042 (597) 3 i30 (327) i 5i 72 (924)

$ 88257 $ (i 525) $ 3i30 $ (327) $ 9i 387 $ (1 852)

At December 3i 20i 4 37 US Treasury US government-sponsored entities and obligations of states and political subdivisions securities have an unrealized loss with aggregate depreciation of less than one-quarter percent of the Corporations amortized cost basis Management views fluctuation in agencies as temporary market fluctuations There were i 9 securities with an unrealized loss for over i 2 months The fair value is expected to recover as the bonds approach maturity The nature and quality of these investments remain adequate and continue to have a Moodys rating of an A or above as required by Bank policy Management views the losses associated with US Treasury US government-sponsored entities and obligations of states and political subdivisions securities to also be temporary market fluctuations

Notes to Consolidated Financial Statements

III Loans

Classes ofoans at December 31 include (Dollars in thousands)

2014 2013

Construction and land development $ 1 4 199 $ 1 9798 Farmland 20488 1 7397 Residential real estate 1 1 5291 1 04873 Nonresidential real estate 1 37499 1 3501 4 Agricultural production 1 2530 1 2968 Commercial 45940 41 273 Loans to individuals 57280 42883 Other 5738 6206

Total Joans and leases $ 408965 $ 38041 2 Allowance for loan losses (3906) (3240)

Total loans and leases net $ 405059 $ 377 1 72

The Bank maintains lending policies and procedures designed to focus lending efforts on the type location and duration of loans most appropriate for its business model and markets The Banks principal lending activity is the origination of residential and commercial real estate loans commercial loans consumer loans and home equity lines of credit The primary lending market is located within the Illinois counties of DeKalb LaSalle and Kane Generally loans are collateralized by assets of the borrower and guaranteed by the principals of the borrowing entity

The Board of Directors reviews and approves the Banks lending policy on an annual basis Quarterly the Board reviews the allowance for loan losses and reports related to loan production loan quality concentrations of credit loan delinquencies and non-performing and potential problem loans

The Bank does not accrue interest on any asset which is maintained on a cash basis because of deterioration in the financial position of the borrower any asset for which payment in full of interest or principal is not expected or any asset upon which principal or interest has been in default for a period of ninety days or more unless it is both well secured and in the process of collection A non-accrual asset may be restored to an accrual status when none of its principal and interest is due and unpaid or when it otherwise becomes well secured and in the process of collection

The Bank periodically performs an independent loan review of outstanding loans through the use of an outside third party The primary objective of the independent loan review function is to ensure the maintenance of a quality loan portfolio and minimize the potential for Joan losses The Joan review engagement is responsible for reviewing a sample of existing loans for compliance with internal policies and procedures In addition to reviewing Joans for compliance the loan review analyzes the appropriateness and timeliness of risk grading and problem loan identification by loan officers

Notes to Consolidated Financial Statements

I l l Loans cont

The Corporation categorizes loans into risk categories based on relevant information about the ability of borrowers to service their debt such as current financial information historical payment experience credit documentation public information and current economic trends among other factors This analysis is performed on an annual basis at a minimum The Corporation uses the following definitions for risk ratings

Internal Risk Categories Loan grades are numbered i through 7 Grades i through 4 are considered pass grades The grade of 5 or Special Mention represents loans of lower quality and is considered criticized The grades of 6 or Substandard and 7 or Doubtful refer to assets that are classified The use and application of these grades by the bank will be uniform and shall conform to the banks policy

Pass (1) loans are of superior quality with excellent credit strength and repayment ability providing a nominal credit risk

Pass (2) loans are of above average credit strength and repayment ability providing only a minimal credit risk

Pass (3) loans of reasonable credit strength and repayment ability providing an average credit risk due to one or more underlying weaknesses

Pass (4) loans of the lowest acceptable credit strength and weakened repayment ability providing a cautionary credit risk due to one or more underlying weaknesses New borrowers are typically not underwrillen witl1in this classification

Special Mention (5) assets have potential weaknesses that deserve managements close attention If left uncorrected these potential weaknesses may result in deterioration of the repayment prospects for the asset or in the institutions credit position at some future date Special mention assets are not adversely classified and do not expose an institution to sufficient risk to warrant adverse classification Ordinarily special mention credits have characteristics which corrective management action would remedy

Substandard (6) loans are inadequately protected by the current sound worth and paying capacity of the obligor or of the collateral pledged if any Loans so classified must have a well-defined weakness or weaknesses that jeopardize the liquidation of the debt They are characterized by the distinct possibility that the Bank will sustain some loss if the deficiencies are not corrected

Doubtful (7) loans classified as doubtful have all the weaknesses inherent in those classified Substandard with the added characteristic that the weaknesses make collection or liquidation in full on the basis of current known facts conditions and values highly questionable and improbable

Risk characteristics applicable to each segment of the loan portfolio are described as follows

Residential 1 -4 Family The residential i -4 family real estate are generally secured by owner-occupied i -4 family residences Repayment of these loans is primarily dependent on the personal income and credit rating of the borrowers Credit risk in these loans can be impacted by economic conditions within the Banks market areas that might impact either property values or a borrowers personal income Risk is mitigated by the fact that the loans are of smaller individual amounts and spread over a large number of borrowers

Non-residential Real Estate Non-residential real estate loans typically involve larger principal amounts and repayment of these loans is generally dependent on the successful operations of the property securing the loan or the business conducted on the property securing the loan These loans are viewed primarily as cash flow loans and secondarily as loans secured by real estate Credit risk in these loans may be impacted by the creditworthiness of a borrower property values and the local economies in the Banks market areas

Construction and Land Development Real Estate Conshystruction and land development real estate loans are usually based upon estimates of costs and estimated value of the completed project and include independent appraisal reviews and a financial analysis of the developers and property owners Sources of repayment of these loans may include permanent loans sales of developed property or an interim loan commitment from the Bank until permanent financing is obtained These loans are considered to be higher risk than other real estate loans due to their ultimate repayment being sensitive to interest rate changes general economic conditions and the availability of long-term financing Credit risk in these loans may be impacted by the creditworthiness of a borrower property values and the local economies in the Banks market areas

Commercial The commercial portfolio includes loans to commercial customers for use in financing working capital needs equipment purchases and expansions The loans in this category are repaid primarily from the cash flow of a borrowers principal business operation Credit risk in these loans is driven by creditworthiness of a borrower and the economic conditions that impact the cash flow stability from business operations

Loans to individuals The consumer loan portfolio consists of various term and line of credit loans such as automobile loans and loans for other personal purposes Repayment for these types of loans will come from a borrowers income sources that are typically independent of the loan purpose Credit risk is driven by consumer economic factors (such as unemployment and general economic conditions in the Banks market area) and the creditworthiness of a borrower

Agricultural Production and Farmland Loans Agricultural production loans are generally comprised of seasonal operating lines to cash grain farmers to plant and harvest corn and soybeans and term loans to fund the purchase of equipment Farmland loans are primarily comprised of loans for the purchase of farmland Specific underwriting standards have been established for agricultural-related loans including the establishment of projections for each operating year base on industry developed estimates of farm input costs an expected commodity yields and prices Operating lines are typically written for one year and secured by the crop Loan-to-value ratios on Joans secured by farmland generally do not exceed 65 and have amortization periods limited to twenty-five years Federal government-assistance lending programs through the Farm Service Agency are used to mitigate the level of credit risk when deemed appropriate

Notes to Consolidated Financial Statements

The following table presents the credit risk profile of the Banks loan portfolio based on internal rating category and payment activity as of December 31 2014 and 2013 (Dollars in thousands)

Non Residential Residential Agricultural Loans-to

Construction Farmland Real Estate Real Estate Production Commercial Individuals Other

20 1 4 Loan Class Pass $ 1 1 274 $ 20488 $ 1 0941 2 $ 1 35059 $ 1 2530 $ 45386 $ 57280 $ 5738 Special mention 1 261 Substandard 2925 5879 1 1 79 554 Doubtful Total $ 1 4 1 99 $ 20488 $ 1 15291 $ 1 37499 $ 1 2530 $ 45940 $ 57280 $ 5738

201 3 Loan Class Pass $ 1 6327 $ 1 6505 $ 98646 $ 1 29428 $ 1 2 1 28 $ 38282 $ 42883 $ 6206 Special mention 892 5667 448 840 2503 Substandard 3471 560 5 138 488 Doubtful Total $ 1 9798 $ 1 7397 $ 1 04873 $ 1 3501 4 $ 1 2968 $ 41 273 $ 42883 $ 6206

The Bank evaluates the loan risk grading system definitions and allowance for loan loss methodology on an ongoing basis No significant changes were made to either during the past year

The accrual of interest on loans is discontinued at the time the loan is 90 days past due unless the credit is well-secured and in process of collection Past due status is based on contractual terms of the loan In all cases loans are placed on non-accrual or charged-off at the earlier date if collection of principal and interest is considered doubtful

All interest accrued but not collected for loans that are placed on non-accrual or charged-off is reversed against interest income The interest on these loans is accounted for on the cash-basis or cost-recovery method until qualifying for return to accrual Loans are returned to accrual status when all principal and interest amounts contractually due are brought current and future payments are reasonably assured

Notes to Consolidated Financial Statements

The following tables present the Corporation s loan portfolio aging analysis at December 31 (Dollars in thousands)

Non Residential Residential Agricultural Loans to

Construction Farmland Real Estate Real Estate Production Commercial Individuals Other Total

201 4 30-89 days past due $ $ $ 1 92 $ $ $ $ 707 $ 23 $ 922 90 days or greater

past due or nonaccrual 1 68 6327 551 92 2 7 140 Total past due and

nonaccrual 360 6327 551 799 25 8062 Current loans 1 4 1 99 20488 1 1 4931 1 31 1 72 1 2530 45389 56481 57 13 400903

Total loans receivable 1 4 1 99 20488 1 1 5291 1 37499 1 2530 45940 57280 5738 408965

Total loans 90 days or greater and accruing $ $ $ $ 571 1 $ $ $ 92 $ 2 $ 5805

2013 30-89 days past due $ $ $ 312 $ 57 $ $ $ 529 $ 28 $ 926 90 days or greater

past due or nonaccrual 770 4791 347 75 5983

Total past due and nonaccrual 1 082 4848 347 604 28 6909

Current loans 1 9798 1 7397 1 03791 1 301 66 1 2968 40926 42279 6 178 373503

Total loans receivable 1 9798 1 7397 1 04873 1 3501 4 1 2968 41273 42883 6206 38041 2

Total loans 90 days or greater and accruing $ $ $ 209 $ 3683 $ $ $ 75 $ $ 3977

A loan is considered impaired in accordance with the impairment accounting guidance (ASC 31 0-1 0-35-1 6) when based on current information and events it is probably the Corporation will be unable to collect all amounts due from the borrower in accordance with the contractual terms of the loan Impaired loans include non-performing commercial loans but also include loans modified in troubled debt restructurings where concessions have been granted to borrowers experiencing financial difficulties These concessions could include a reduction in the interest rate on the loan payment extensions forgiveness of principal forbearance or other actions intended to maximize collection

Included in certain loan categories in the impaired loans are troubled debt restructurings that were classified as impaired At December 31 201 4 and 201 3 the Corporation had $895 and $907 thousand respectively of commercial and non-residential real estate loans $76 and $76 thousand respectively in residential loans and $1 and $5 thousand respectively in consumer loans that were modified in troubled debt restructurings and impaired and that were performing in accordance with their modified terms

When economic concessions have been granted to borrowers who have experienced financial difficulties the loan is considered a troubled debt restructuring These concessions typically result from our loss mitigation activities and could include reductions in the interest rate payment extensions forgiveness of principal forbearance or other actions Troubled debt restructurings are considered impaired at the time of restructuring and typically are returned to accrual status after considering the borrowers sustained repayment performance as agreed for a reasonable period of at least six months or once the granted concessions have ended or are no longer applicable

As of December 31 201 4 and 201 3 the Bank had troubled debt restructurings all modification of payment terms with a recorded balance at original cost of $895 and $907 thousand respectively and consists of four commercial and non-residential real estate loans for both years which are all performing in accordance with the modified terms of the loan All four loans were added as troubled debt restructuring during the fourth quarter of 201 3 There was no difference between pre-modification and post-modification balances As of December 31 201 4 and 2013 the loans totaling $895 and $907 thousand respectively are on non-accrual and considered impaired by the Bank Based on the fair value of the collateral specific reserves required on the loans totaled $108 and $98 thousand as of December 31 201 4 and 2013 respectively During the years ended December 31 201 4 and 2013 there were no defaults of loans that had been modified as a troubled debt restructuring in the 1 2 month period prior to default

Notes to Consolidated Financial Statements I l l Loans cont

The following tables present the impaired loan balances (loans on non-accrual status) at December 31 (Dollars in thousands)

Non Residential Residential

Real Real Agricultural Loans to

Construction Farmland Estate Estate Production Commercial Individuals Other

20 1 4 Loans with out a specific

valuation al lowance Recorded balance $ $ $ 92 $ $ $ 487 $ $ Unpaid principal balance 92 487 Specific allowance Average investment in

impaired loans 278 4 1 99 1 02

Loans with a specific valuation al lowance

Recorded balance $ $ $ 76 $ 61 6 $ 63 Unpaid principal balance 76 61 6 63 Specific allowance 66 1 08 31 Average investment in

impaired loans 369 1 1 48 694

Total loans receivab l e Total Recorded balance $ $ $ 1 68 $ 61 6 $ $ 551 $ $ $ 1 335 Unpaid principal balance $ $ $ 1 68 $ 61 6 $ $ 551 $ $ $ 1 335 Specific allowance $ $ $ 66 $ 1 08 $ $ 31 $ $ $ 205 Average investment in

impaired Joans $ $ $ 648 $ 5346 $ $ 796 $ $ $ 6790

2013 Loans without a specific

valuation al lowance Recorded balance $ $ $ 299 $ 1 098 $ $ $ $ Unpaid principal balance 299 1 098 Specific allowance Average investment in

impaired loans 4037 280 5226 1 7 12

Loans with a specific valuation al lowance

Recorded balance $ $ $ 261 $ $ 347 Unpaid principal balance 261 347 Specific allowance 1 1 2 1 07 Average investment in

impaired loans 306 8201 530

Total loans receiva ble Total

Recorded balance $ $ $ 560 $ 1 098 $ $ 347 $ $ $ 2005 Unpaid principal balance $ $ $ 560 $ 1 098 $ $ 347 $ $ $ 2005 Specific allowance $ $ $ 1 1 2 $ $ $ 1 07 $ $ $ 219 Average investment in

impaired Joans $ 4037 $ $ 586 $1 3427 $ $ 2242 $ $ $ 20292

There was no Interest income recognized on a cash basis or accrual basis for 2014 or 2013 on impaired loans

Notes to Consolidated Financial Statements

Ill Loans cont

The following tables present the balance in the allowance for loan losses and the recorded investment in loans based on portfolio segment and impairment methods at December 31 (Dollars in thousands)

Non Residential Residential Agricultural Loans to Other

Construction Farmland Real Estate Real Estate Production Commercial Individuals Loans Unallocated Total

20 1 4 Allowance for loan losses Balance beginning of year $ 473 $ i 9 $ 700 $ i 32i $ i 4 $ 56i $ i 22 $ 30 $ - $ 3241 Provision charged to

expense (289) 68 762 (27) 2i (96) 699 2 i 2 i 351 Losses charged off (324) (i 79) (7i) (270) (i32) (971 Recoveries 34 49 i 3 i 8 i 55 23 29 Balance end of year $ 2i8 $ 87 $ i i 87 $ i i 28 $ 35 $ 4i 2 $ 706 $ i 33 $ - $ 3901

Ending balance individually evaluated for impairment $ $ $ 66 $ i 08 $ $ 3i $ $ $ - $ 20[

Ending balance collectively evaluated for impairment $ 2i 8 $ 87 $ i i 21 $ 1 020 $ 35 $ 381 $ 706 $ 1 33 $ - $ 370

Loans Ending balance $ 1 4 1 99 $20488 $1 1 5291 $ 1 37499 $ 1 2530 $45940 $ 57280 $ 5738 $ - $ 40896 Ending balance individually

evaluated for impairment $ $ $ i 68 $ 61 6 $ $ 551 $ $ $ - $ 1 33 Ending balance collectively

evaluated for impairment $14 i 99 $20488 $1 1 5 1 23 $ 1 36883 $ 1 2530 $45389 $57280 $ 5738 $ - $ 40763(

2013 Allowance for loan losses Balance beginning of year $ 243 $ 23 $ 848 $ 2040 $ 1 7 $ 456 $ 285 $ 7 $ 52 $ 397 Provision charged to

expense 230 (4) 378 1 077 (3) 630 (1 50) 1 37 (52) 224 Losses charged off (543) (i 830) (538) (203) (1 4 i ) (325t Recoveries 1 7 34 1 3 1 90 27 28

Balance end of year $ 473 $ 1 9 $ 700 $ i 32i $ i 4 $ 56i $ i 22 $ 30 $ - $ 324(

Ending balance individually evaluated for impairment $ $ $ 1 1 2 $ $ $ i 07 $ $ $ - $ 2if

Ending balance collectively evaluated for impairment $ 473 $ i 9 $ 588 $ 1 32i $ i 4 $ 454 $ i 22 $ 30 $ - $ 302middot

Loans Ending balance $i 9798 $1 7397 $i 04873 $ i 35014 $ 1 2968 $41 273 $ 42883 $ 6206 $ - $ 38041 Ending balance individually

evaluated for impairment $ $ $ 560 $ i 098 $ $ 347 $ $ $ - $ 200( Ending balance collectively

evaluated for impairment $i 9798 $ i 7397 $i 0431 3 $ i 339i 6 $ 1 2968 $40926 $42883 $ 6206 $ - $ 37840i

Notes to Consolidated Financial Statements

I I I Loans cont

Managements opinion as to the ultimate collectability of loans is subject to estimates regarding future cash flows from operations and the value of property real and personal pledged as collateral These estimates are affected by changing economic conditions and the economic prospects of borrowers

Allowance for Loan Losses The allowance for loan and lease losses (allowance) represents managements estimate of the reserve necessary to adequately account for probable losses that could ultimately be realized from current loan exposures In determining the adequacy of the allowshyance management relies predominately on a disciplined credit review and approval process The review process is directed by overall lending policy and is intended to identify at the earliest possible stage borrowers who might be facing financial difficulty

Loans for which it is probable that the Bank will not collect all principal and interest due according to the contractual terms are identishyfied as impaired The impairment for each applicable loan is quantified and specific loss exposures are allocated within the allowance Loans that are in non accrual status are generally considered impaired

A detailed analysis is performed on each loan that is not impaired but poses sufficient risk to warrant in-depth review These are loans that have been classified as substandard or are on the Banks internal watch list Due to the elevated risk inherent in these Joans management has determined that it is appropriate to quantify the potential loss within the pool of classified loans by estimating each loans collateral shortfall These collateral shortfall estimates are incorporated in the determination of the adequacy of the allowance

In estimating the risk of loss in the remaining portion of the loan portfolio identified as non-classified management establishes base Joss estimations which are derived from the historical Joss experience over the past three calendar years These base loss estimations are then adjusted after consideration ofnine different qualitative factors

Notes to Consolidated Financial Statements

IV Loan Servicing

Real estate loans serviced for others are not included in the accompanying consolidated balance sheets The risks inherent in mortgage servicing assets relate primarily to changes in prepayments that result from shifts in mortgage interest rates The unpaid principal balances of mortgage loans serviced for others was $3528 million and $3567 million at December 31 201 4 and 201 3 respectively The fair value of mortgage servicing rights at December 31 201 4 and 201 3 was approximately $31 million and $33 million respectively The fair value of servicing rights was determined using discount rates ranging from 950 to 1 000 percent and prepayment speeds principally ranging from 903 to 1 1 20 percent depending on the stratification of the specific right

The Corporation changed its method of amortizing mortgage servicing rights during 201 3 from the straight-line amortization method to a methodology based on anticipated prepayment assumptions Amortization expense for 2013 would have been $1 068 thousand if the straight-line method was used

Custodial escrow balances maintained in connection with the foregoing loan servicing and included in demand deposits were $37 million and $4 1 million at December 31 201 4 and 201 3 respectively

Following is a summary of the mortgage servicing rights capitalized and amortized (Dollars in thousands)

20 1 4 2013 2012

Balance beginning of year $ 2524 $ 21 83 $ 1 876 Mortgage servicing rights capitalized 331 847 1 31 9 Mortgage servicing rights amortized (408) 506) (1 01 2) Recorded balance end of year $ 2447 $ 2524 $ 21 83

Fair value end of year $ 31 38 $ 3273 $ 21 83

Notes to Consolidated Financial Statements

V Land Premises and Equipment

A summary of land premises and equipment by asset classification at December 31 is as follows (Dollars in thousands)

20 1 4 2013

Land $ 7895 $ 7895 Premises 1 7 697 1 8297 Furniture fixtures and equipment 7867 791 7 Vehicles 1 1 0 1 1 0

33569 34219 Accumulated depreciation (1 241 2) (1 2281) Land premises and equipment net $ 21 1 57 $ 21 938

Depreciation expense for the years ended December 31 201 4 201 3 and 201 2 was $1 4 million $1 4 million and $1 i million respectively Leasehold improvements are capitalized and depreciated using the straight-line method over the terms of the respective leases or the estimated useful lives of the improvements whichever is shorter Expected terms include lease option periods to the extent that the exercise of such options is reasonably assured

Pursuant to the terms of noncancelable lease agreements in effect at December 31 2014 pertwning to banking premises and equipment future minimum rent commitments under various operating leases are as follows for years ended December 31 (Dollars in thousands)

2015 2016 2017 201 8 2019 Thereafter Total

$ 303 $ 306 $ 1 91 $ 79 $ 79 $ 298 $ i 257

The leases contain options to extend for periods from five to 50 years The cost of exercising such options is not included above Total rent expense for the years ended December 31 201 4 201 3 and 201 2 amounted to approximately $336 $334 and $426 thousand respectively

Notes to Consolidated Financial Statements

VI Deposits

Time deposits greater than or equal to $100 thousand were $653 million and $723 million at December 31 201 4 and 201 3 respectively Interest expense on these deposits was $08 million $1 1 million and $1 4 million in 201 4 201 3 and 201 2 respectively

At December 31 2014 the scheduled maturities of time deposits are as follows (Dollars in thousands

2015 201 6 201 7 2018 2019 Total

$ 66577 $ 26867 $ 32074 $ 1 4084 $ 1 1 81 0 $ 1 51 41 2

Interest-bearing deposits at December 31 consist of the following (Dollars in thousands)

20 1 4

201 3

NOW and Money Market

$ 229355

$ 225263

Savings

$ 55301

$ 53326

Time $100000 and over

$ 65267

$ 72339

Time Other

$ 86145

$ 93065

Total

$ 436068

$ 443993

The aggregate amount of deposit overdrafts included in loans at December 31 201 4 and 201 3 was $244 and $1 91 thousand respectively

VII Borrowings

The Bank has the ability to borrow from the Federal Home Loan Bank with borrowings collateralized by first mortgage loans mulshytifamily and farmland loans under a blanket lien agreement in the amount of approximately $60 million Based on this collateral and the Banks holdings of FHLB stock the Bank is eligible to borrow up to approximately $38 million at year-end 201 4

During 201 2 and in conjunction with the purchase of 392663 treasury shares of stock the Corporation borrowed $6 million from a correspondent bank pursuant to a newly established line of credit The borrowings bear an interest rate equal to the lenders prime rate with a minimum rate of 325 At December 31 201 4 the rate was 325 and the balance outstanding was $36 million The Corporation was required to make quarterly interest-only payments on this line of credit through December 31 201 3 after which in addition to quarterly interest payments the Corporation must make equal annual principal payments of $1 2 million through December 31 201 7 when the line of credit matures There is no prepayment penalty associated with the borrowing should the Corporation decide to repay the debt prior to maturity

As of December 31 201 4 the Bank was not in compliance with one of the note covenants relating to annual return on assets The note contains certain covenants including financial covenants for the Bank which must be met at all times Should the Corporation or the Bank be found not compliant with them during the term of the note there are remedies the issuing financial institution shall have the right to enforce including that the note could become immediately due and payable The issuing financial institution has approved the noncompliance for the fourth quarter ended December 31 201 4

Notes to Consolidated Financial Statements

VI II I n come Taxes

Income taxes reflected in the consolidated statements of operations consist of the following (Dollars in thousands)

20 1 4 2013 Current payable

Federal $ 30 $ 96 State 80

Deferred tax benefit 60 1 96 Income tax expense $ 90 $ 372

The Corporations income tax expense beneflt) differed from the federal statutory rate of 34 as indicated in the following analysis

(Dollars in thousands)

20 1 4 2013

Tax based on statutory rate $ 388 $ 458 State taxes net of federal tax benefit (1 06) 53 Effect of tax-exempt income (31 0) (276) Other net 1 1 8 1 37 Income tax expense $ 90 $ 372

The Corporation has the following deferred tax assets and liabilities at December 31 (Dollars in thousands)

Deferred tax assets Deferred tax liabilities

Net deferred tax assets

20 1 4

$ 31 07 (2782)

$ 325

2013

$ 2982 (2637)

$ 345

2012

$ 1 234 727 (68)

$ 1 893

2012

$ 1 875 390 (31 4)

(58) $ 1 893

The components of deferred income taxes were principally related to the allowance for loan losses other real estate owned write-downs differences in amortization of core deposit intangible assets depreciation and mortgage servicing rights Deferred tax liabilities related to unrealized losses and gains on securities available for sale are $260 and $296 thousand at December 31 201 4 and 201 3 respectively

The Corporation files income tax returns in the US federal jurisdiction and the State of Illinois The Corporation is no longer subject to US federal or state income tax examination by tax authorities for years before 201 1

Notes to Consolidated Financial Statements

IX Employee Benefits

Substantially all employees are covered by a profit sharing plan The contribution determined in accordance with the provisions of the plan was $i 72 thousand $i 23 thousand and $207 thousand in 20i 4 20i 3 and 20i 2 respectively

Under the Corporations Employee Stock Option Plan the Corporation may grant options to its key employees for up to 1 00000 shares of common stock The exercise price of each option equals the market price of the Corporations stock on the date of grant and the options maximum term is ten years The vesting period is three years from the date of grant GAAP provisions require that compensation cost relating to share-based payment transactions be recognized in the financial statements with measurement based upon the fair value of the equity or liability instruments issued For the year ended December 3i 20i 2 the Corporation recognized $i i 3 thousand in compensation expense for stock options For the year ended December 3i 20i 3 the Corporation recognized $97 thousand in compensation expense for stock options For the year ended December 3i 20i 4 the Corporation recognized no compensation expense for stock options

The activity in the plan is summarized as follows

Outstanding at beginning of year Granted Exercised Forfeitedexpired Outstanding at end of year

Options exercisable at year-end

Non-vested options beginning of year Granted Vested Forfeitedexpired Non-vested options at year end

Shares

85998

(i 000)

84998

84998

20 1 4

Weighted Weighted Average Average

Exercise Price Contractual Term

$ 4762

3200

$ 4748

$ 4748

2 0 1 4

Number of Shares

8333

(8333)

(in years)

35

35

Weighted Average

Grant Date Fair Value

$ 3200

3200

$

2013

Weighted Weighted Shares Average Average

Exercise Price Contractual Term (in years)

88998 $ 4709

(667) 3200 (2333) 3747

85998 $ 4762 48

77665 $ 4929 4i

2013

Weighted

Number of Average

Grant Date Shares Fair Val u e

i 9333 $ 3200

(i 1 000) 3200

8333 $ 3200

The fair value of each option is estimated using Black-Scholes option-pricing model which requires the use of subjective valuation assumptions The expected volatility is based on historical volatility of the Corporations stock price The risk-free interest rates for periods within the contractual life of the awards are based on the US Treasury yield curve in effect at the time of the grant The expected life is based on historical exercise experience The dividend yield assumption is based on the Corporations history and expectation of dividend payouts There were no options granted in 20i 3 or 20i 4

At December Si 20i 4 there was no unrecognized cost related to non-vested stock options granted under the Employee Stock Option Plan

Notes to Consolidated Financial Statements

IX Emp loyee Benefits cont

The following table summarizes restricted stock activity

20 1 4 2013

Weighted Average Weighted Average Number of Grant Date Number of Grant Date

Shares Fair Value Shares Fair Value

Balance beginning of year 8959 $ 4000 $ Granted 8959 4000 Forfeited (888) 4000 Earned and issued (2250) 4000 Balance end of period 5821 $ 4000 8959 $ 4000

The fair value of the restricted stock awards is amortized to compensation expense over the vesting period (forty months) and is based on the market price of the Corporations common stock at the date of grant multiplied by the number of shares granted that are expected to vest At the date of grant the par value of the shares granted was recorded in equity as a credit to common stock and a debit to paid-in capital The weighted-average grant date fair value of restricted stock granted during the year ended December 31 201 4 was $4000 per share or $358 thousand Stock-based compensation expense for restricted stock for the year ended December 31 201 3 was $90 thousand Stock-based compensation expense for restricted stock during the year ended December 31 201 4 was $1 29 thousand Unrecognized compensation expense for non-vested restricted stock awards was $139 thousand and is expected to be recognized over a weighted average period of 34 months

X Related Party Transactions

The Bank has entered into transactions with certain directors executive officers significant stockholders and their affiliates or associshyates (related parties) Such transactions were made in the ordinary course of business on substantially the same terms and conditions including interest rate and collateral as those prevailing at the same tirne for comparable transactions with other customers and did not in the opinion of management involve more than normal credit risk or present other unfavorable features

Annual loan activity consisted of the following (Dollars in thousands

20 1 4 2013

Beginning balance $ 1 1 29 $ 1 1 63 New Joansadvances 1 94 46 Repayments (245) (80) Ending balance $ 1 078 $ 1 1 29

Deposits from related parties held by the Bank at December 31 201 4 and 201 3 amounted to $32 million and $37 million respectively

middot middot

XI Commitments and Contingencies

In the normal course of business the Bank makes various commitments and incurs certain contingent liabilities that are not reflected in the accompanying consolidated financial statements The credit risk associated with loan commitments and standby letters of credit is essentially the same as that involved with extending Joans to customers and is subject to the Banks credit policies Collateral or other security is normally not obtained for these financial instruments prior to their use and many of the commitments are expected to expire without being used

The following commitments existed at December 31 (Dollars in thousands

20 1 4 2013

Commitments to extend credit Fixed $ 33441 $ 26551 Variable 25597 24400

Standby letters of credit $ 483 $ 21 1

Notes to Consolidated Financial Statements

XII Reg u l atory M atters

The Bank is required to maintain average reserve balances with the Federal Reserve Bank based upon deposit levels and other facshytors The amount of those reserve balances for the years ended December Si 20i 4 and 20i 3 was approximately $i 00 thousand

Dividends are paid by the Corporation from its funds which are mainly provided by dividends from the Bank However national banking regulations and capital guidelines limit the amount of dividends that may be paid by banks

Banks and bank holding companies are subject to regulatory capital requirements administered by federal banking agencies Capital adequacy guidelines and additionally for banks prompt corrective action regulations involve quantitative measures of assets liabilities and certain off-balance-sheet items calculated under regulatory accounting practices Capital amounts and classificashytions are also subject to qualitative judgements by regulators Failure to meet capital requirements can initiate regulatory action Prompt corrective action provisions are not applicable to bank holding companies Furthermore the Banks regulators could require adjustments to regulatory capital not reflected in the financial statements

Prompt corrective action regulations provide five classifications well capitalized adequately capitalized undercapitalized significantly undercapitalized and critically undercapitalized although these terms are not used to represent overall financial condition If undershycapitalized capital distributions are limited as is asset growth and expansion and capital restoration plans are required

At December 3i 20i 4 the most recent notification from the Banks and Corporations regulator categorized the Bank as well capitalshyized under the regulatory framework for prompt corrective action To be categorized as well capitalized an institution must maintain minimum total risk-based Tier i risk-based and Tier i leverage ratios as set forth in the following tables There are no conditions or events since the notification that management believes have changed the Banks category The Banks and the consolidated Corporations actual capital amounts and ratios at December Si are presented in the table

Actual and required capital amounts and ratios are presented below at year-end (Dollars in thousands)

Minimum Minimum To Be For Capital Well-Capitalized

Actual Adequacy Purposes Under Bank Regulatory Capital Requirements

Amount Ratio Amount Ratio Amount Ratio 20 1 4 Total capital to risk weighted assets

Consolidated $ 56026 i 249 $ 35885 800 NIA NIA Bank 58957 i S i5 S5867 800 $ 448S4 i 000

Tier i (core) capital to risk weighted assets Consolidated 52i 2i i i 62 i 7942 400 NIA NIA Bank 55052 i 228 i 79S2 400 26898 600

Tier i (core) capital to average assets Consolidated 52 1 21 809 25768 400 NIA NIA Bank 55052 855 25908 400 S2i 94 500

20i3 Total capital to risk weighted assets

Consolidated $ 54577 i 289 $ S5995 800 NIA NIA Bank 56952 1S53 SS675 800 $ 42093 1 000

Tier 1 (core) capital to risk weighted assets Consolidated 5i S37 1 2 1 3 1 5931 400 NIA NIA Bank 5371 2 1 276 i 6838 400 25256 600

Tier 1 (core) capital to average assets Consolidated 5i 3S7 804 25306 400 NIA NIA Bank 537i 2 842 25675 400 31 895 500

Notes to Consolidated Financial Statements

XII I Earnings Per Share

The factors used in the earnings per share computation are as follows (Dollars in thousands except per share data)

20 1 4 2013 2012

Income Weighted- Per Share Income Weighted- Per Share Income Weighted- Per Share Average Amount Average Amount Average Amount Shares Shares Shares

Basic earnings per share Net income $ 1 050 1 048g23 $ 1 00 $ 976 1 043765 $ 94 $ 3622 1 352929 $ 268 Effect of assumed exercise

of stock options and restricted stock awards 1 831 9786 NIA

Diluted earnings per share Net income $ 1 050 1 050754 $ 1 00 $ 976 1 053551 $ 93 $ 3622 1 352g2g $ 268

Options to purchase 68500 68500 and 88998 shares of common stock were outstanding at December 31 201 4 201 3 and 201 2 but were not included in the computation of diluted EPS because the options exercise price was greater than the average market price of the common shares for each period

Notes to Consolidated Financial Statements

XIV Fair Val u e Measurements

ASC Topic 820 Fair Value Measurements defines fair value as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market parshyticipants at the measurement date Topic 820 also specifies a fair value hierarchy which requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value The standard describes three levels of inputs that may be used to measure fair value

Level i Quoted prices in active markets for identical assets Level 2 Observable inputs other than Level i prices such

as quoted prices for similar assets quoted prices in markets that are not active or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities

Level 3 Unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets

Following is a description of the valuation methodologies and inputs used for assets and liabilities measured at fair value on a recurring basis and recognized in the accompanying balance sheets as well as the general classification of such assets and liabilities pursuant to the valuation hierarchy

Securities Available for Sale

Securities classified as available for sale are reported at fairvalue utilizing Level 2 inputs Except for equity securities unadjusted quoted prices in active markets for identical assets are utilized to determine fair value at the measurement date which are conshysidered Level i inputs For all other securities the Corporation obtains fair value measurements from an independent pricing sershyvice The fair value measurements consider observable data that may include dealer quotes market spreads cash flows the US Treasuryyield curve live trading levels trade execution data market consensus prepayment speeds credit information and the bonds terms and conditions among other things

Certain financial assets and financial liabilities are measured at fair value on a nonrecurring basis that is the instruments are not measured at fair value on an ongoing basis but are subject to fair value adjustments in certain circumstances (for example when there is evidence of impairment) At December 3i 20i 3 other real estate owned measured at fair value was $7 5 million using a combination of observable inputs including recent appraisshyals and unobservable inputs based on customized discounting criteria Due to the significance of the unobservable inputs all other real estate owned fair values have been classified as Level 3 Rnancial assets and financial liabilities excluding impaired Joans measured at fair value on a nonrecurring basis were not significant at December 31 201 4 and 2013

The following tables summarize financial assets measured at fair value at December 31 segregated by the level of the valuation inputs within the fair value hierarchy utilized to measure fair value (Dollars in thousands)

Level 1 Level 2 Level 3 Total 20 1 4 Inputs Inputs Inputs Fair Value Recurring

$ Equity securities $ 456 $ $ 456 Securities available for sale $ $ i 27768 $ $ 1 27768

Nonrecurring $ Impaired Joans $ $ 1 069 $ 1 069

other real estate owned $ $ $ 3375 $ 3375

201 3 Recurring

$ $ Equity securities $ 2405 $ 2405 Securities available for sale $ $ i 4706i $ $ 1 4706i

Nonrecurring $ Impaired loans $ $ 91 6 $ 9 1 6

Other real estate owned $ $ $ 832 $ 832

Notes to Consolidated Financial Statements

XI Fair Value of Financial Instruments

The canying amount and fair value of the Corporations other financial instruments at December 31 are set forth below (Dollars in thousands)

Financial assets Cash and cash equivalents Restricted stock -Loans held for sale Loans net Accrued interest receivable

Financial liabilities Deposits Other borrowings Accrued interest payable

Commitments to orginate loans

Letters of credit

Lines of credit

Forward sale commitments

Carrying Amount

$ 2671 5 1 647 2432

405059 3369

$ 548940 3600

52

2014 201 3

Fair Value Carrying Amount

$ 2671 5 $ 36838 1 647 1 494 2432 5902

405027 377172 3369 2820

$ 51 3334 $ 549645 3600 4800

52 66

Fair Value

$ 36838 1 494 5902

377166 2820

$ 502487 4800

66

Notes to Consolidated Financial Statements

XV Fair Val u e of Financial Instrum ents cont

Nonrecurring Measurements Following is a description of the valuation methodologies and inputs used for assets measured at fair value on a nonrecurring basis and recognized in the accompanying balance sheets as well as the general classification of such assets pursuant to the valuation hierarchy For assets classified within Level 3 of the fair value hierarchy the process used to develop the reported fair value is described below

Other Real Estate Owned Other real estate owned (OREO) is carried at fair value Jess estimated cost to sell when the real estate is acquired Estimated fair value of OREO is based on appraisals or evaluations OREO is classified within Level 3 of the fair value hierarchy

Appraisals of OREO are obtained when the real estate is acquired and subsequently as deemed necessary by the Banks manageshyment Appraisals are reviewed for accuracy and consistency by the Bank Appraisers are selected from the list of approved appraisers maintained by management

Collateral-dependent Impaired Loans Net of ALLL The estimated fair value of collateral-dependent impaired Joans is based on the appraised fair value of the collateral Jess estimated cost to sell Collateral-dependent impaired Joans are classified within Level 3 of the fair value hierarchy

The Bank considers the appraisal or evaluation as the starting point for determining fair value and then considers other factors and events in the environment that may affect the fair value Appraisals of the collateral underlying collateral-dependent Joans are obtained when the loan is determined to be collateral-dependent and subsequently as deemed necessary by the Banks management Appraisals are reviewed for accuracy and consistency by the Bank Appraisers are selected from the list of approved appraisers mainshytained by management The appraised values are reduced by discounts to consider lack of marketability and estimated cost to sell if repayment or satisfaction of the Joan is dependent on the sale of the collateral These discounts and estimates are developed by the credit department by comparison to historical results

Notes to Consolidated Financial Statements

XV Fair Val ue of Financial Instruments cont

Unobservable (Level 3) Inputs The following table presents quantitahve information about unobservable inputs used in recurring and nonrecurring Level s fair value measurements other than goodwill (Dollars in thousands)

Other real estate owned

middot Collateral-dependent impaired loans

Other real estate owned

Collateral-dependent impaired loans

Fair Value at 123 114

$ 3375

$ 1 069

Fair Value at 123113

$ 832

$ 91 6

Sensitivity of Significant U nobservable Inputs The following is a discussion of the sensitivity of significant unobshyservable inputs the interrelationships between those inputs and other unobservable inputs used in recurring fair value measureshyment and of how those inputs might magnify or mitigate the effect of changes in the unobservable inputs on the fair value measurement

The following follows the Fair value table The following methods were used to estimate the fair value of all other financial instruments recognized in the accompanying balshyance sheet at amounts other than fair value

Cash and Cash Equivalents The carrying amount approximates fair value

Loans Held For Sale The carrying amount approximates fair value due to the insigshynificant time between origination and date of sale The carrying amount is the amount funded and accrued interest

Loans

Fair value is estimated by discounting the future cash flows using the market rates at which similar notes would be made to borshyrowers with similar credit ratings and for the same remaining maturities The market rates used are based on current rates the Bank would impose for similar loans and reflect a market parshyticipant assumption about risks associated with nonperformance illiquidity and the structure and term of the loans along with local economic and market conditions

Restricted Stock Fair value is estimated at book value due to restrictions that limit the sale or transfer of such securities

Valuation Unobservable Range Technique Inputs (Weighted

Market comparable Comparability Average)

properties adjustments () Not available

Market comparable Marketability properties discount 1 0 - 1 5 (1 2)

Valuation U nobservable Range Technique Inputs (Weighted

Market comparable Comparability Average)

properties adjustments () Not available

Market comparable Marketability properties discount 1 0 - 1 5 (1 2)

Accrued Interest Receivable and Payable

The carrying amount approximates fair value The carrying amount is determined using the interest rate balance and last payment date

Deposits and Other Borrowings Fair value of term deposits is estimated by discounting the future cash flows using rates of similar deposits with similar maturities The market rates used were obtained from a knowledgeable independent third party and reviewed by the Corporation The rates were the average of current rates offered by local competishytors of the bank subsidiaries

The estimated fair value of demand NOW savings money marshyket deposits and other borrowings is the book value since rates are regularly adjusted to market rates and amounts are payable on demand at the reporting date

Commitments to Originate Loans Forward Sale Commitments Letters of Credit and Lines of Credit The fair value of commitments to originate loans is estimated using the fees currently charged to enter into similar agreements taking into account the remaining terms of the agreements and the present creditworthiness of the counterparties For fixedshyrate loan commitments fair value also considers the difference between current levels of interest rates and the committed rates

The fair value of commitments to sell securities is estimated based on current market prices for securities of similar terms and credit quality

The fair values of letters of credit and lines of credit are based on fees currently charged for similar agreements or on the estimated cost to terminate or otherwise settle the obligations with the counterparties at the reporting date

Notes to Consolidated Financial Statements

XVI Accumul ated Comprehensive Income (Loss)

The components of accumulated other comprehensive income loss) included in stockholders equity are as follows (Dollars in thousands)

Net unrealized gains (Joss) on available for sale securities Tax effect Net-of-tax amount

20 1 4

$ 766 (260)

$ 506

2013

$ (871) 296

$ (575)

Amounts reclassified from accumulated other comprehensive income and the affected line items in the statements of income during the years ended December 31 were as follows

Affected line item in 20 1 4 2013 2012 the statements of

income

Net realized gains of Unrealized gains on securities available for sale $ 368 $ 434 $ 2084 sales of available for-sale

securities

Tax effect (1 26) (i 48) (709) Income taxes Total reclassification out of accumulated other comprehensive income $ 242 $ 286 $ 1 375 Net reclassified

amount

XVII Goodwill and Acquired Intangible Assets

The Corporations goodwill and intangible assets are as follows There was no Impairment of goodwill or intangible assets in 2014 or 2013 (Dollars in thousands)

20 1 4 2013

Goodwill $ 3265 $ 3265 Core deposit intangibles $ 1 805 $ 1 805 Non-compete agreement 375 375 Intangible assets 21 80 2 180 Less accumulated amortization 2 180 2090

Total intangible assets $ $ 90

Aggregate amortization expense for years ended December 31 2014 201 3 and 201 2 was $90 $181 and $1 80 thousand respectively

XVI II Subsequent Events

Management evaluated subsequent events through February 27 201 5 the date the consolidated financial statements were available to be issued Events or transactions occurring after December 31 2014 but prior to February 27 2015 that provided additional evidence about conditions that existed at December 31 2014 have been recognized in the consolidated financial statements for the year ended December 31 2014 Events or transactions that provided evidence about conditions that did not exist at December 31 201 4 but arose before the consolidated financial statements were available to be issued have not been recognized in the consolidated financial statements for the year ended December 31 2014

This information is an Integral part of the accompanying consolidated financial statements

Independent Auditors Report

CPAs amp Advisors

Board of Directors

NI Bancshares Corporation

Sycamore Illinois

We have audited the accompanying consolidated financial statements of NI Bancshares Corporation which comprise

the consolidated balance sheets as of December 3 1 2014 and 2013 and the related consolidated statements of income

comprehensive income (loss) stockholders equity and cash flows for the years ended December 3 1 2014 2013 and 2012 and the related notes to the consolidated financial statements

Managements Responsibility for the Financial Statements

Management is responsible for the preparation and fair presentation of these consolidated financial statements in accordance

with accounting principles generally accepted in the United States of America this includes the design implementation and

maintenance of internal control relevant to the preparation and fair presentation of consolidated financial statements that are

free from material misstatement whether due to fraud or error

Auditors Responsibility

Our responsibility is to express an opinion on these consolidated financial statements based on our audits We conducted our

audits in accordance with auditing standards generally accepted in the United States of America Those standards require that

we plan and perform the audit to obtain reasonable assurance about whether the consolidated financial statements are free from material misstatement

An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the consolidated

financial statements The procedures selected depend on the auditors judgment including the assessment of the risks of material misstatement of the consolidated financial statements whether due to fraud or error In making those risk

assessments the auditor considers internal control relevant to the Corporations preparation and fair presentation of the

consolidated financial statements in order to design audit procedures that are appropriate in the circumstances but not for

the purpose of expressing an opinion on the effectiveness of the Corporations internal control Accordingly we express no

such opinion An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of

significant accounting estimates made by management as well as evaluating the overall presentation of the consolidated

financial statements

We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion

Opinion In our opinion the consolidated financial statements referred to above present fairly in all material respects the financial position of NI Bancshares Corporation as of December 3 1 2014 and 2013 and the results of its operations and cash flows

for the years ended December 3 1 2014 2013 and 2012 in accordance with accounting principles generally accepted in the United States of America

Decatur Illinois February 27 2015

PRESID ENT I CEO Michael A Cullen

BUSI NESS BANKING Charles C Kaiser Senior Vice President - Business Banking

Michael A Hawley Senior Vice President - Senior Commercial Loan Officer

Grant M Goltz Vice President - Commercial Loan Officer

Lucas G Goucher Vice President - Commercial Loan Officer

Nicholas D Lee Vlce President - Commercial Loan Officer

Robert W Mason Vice President - Commercial Loan Officer

Timothy J Meyer Vice President - Commercial Loan Officer

Sheela Prahlad Vice President - Commercial Loan Officer

CREDIT D EPARTMENT

Karen A Kuppler Senior Vice President - Chief Credit Officer

Gerald W Brantner Vice President - Senior Collector

CONSUM ER BANKING RESIDENTIAL LENDING ORIGINATION

Mark R ODell Vice President - Senior Retail Loan Officer

CONS U M ER BANKING Bradley V Brown Senior Vice President - Consumer Banking (Security Officer)

Terrence M Duffy Senior Vice President - Consumer Banking Division Manager

Ishmael M McGhee Vice President - Consumer Banking Division Manager

Frank P Turza Vice President - Consumer Banking Division Manager

Directory of NBamp T

TRUST D EPARTMENT R David Van Buren Senior Vice President - Trust amp Investments

Stephen J Colianni Vice President -Trust Investment Officer

Stephen G Corcoran Vice President - Employee Benefits Manager

Karen J Daleo Vice President - Trust Tax Manager amp Assistant Secretary

James J Dombek Vice President - Personal Trust Manager amp Secretary

Kathryn J Johnson Vice President -Trust Administrator

Thomas M Sullivan Vice President - Trust Administrator

Carolyn S Swafford Vice President - Trust Administrator

FAR M SERVIC E DEPARTM ENT Scott R Pumroy Vice President - Farm Service Department Manager

OPERATIONS D EPARTMENT

Michelle R Carlson Vice President - Operations

Hien Van Do Vice President - Core Banking Systems Administrator

ACCOUNTING DEPARTM ENT David N McCoy Senior Vice President - Chief Financial Officer

BRAND amp MARKETING Tami J Armstrong Vice President - Brand amp Marketing

H U MAN RESOU RCES Samantha J Dailey Vice President - Human Resources

AUDITING DEPARTMENT Sarah M Taylor Vice President - Internal Audit

EXHIBIT 2A

NI BANCSHARES CORPORATIONS ORGANIZATIONAL CHART

NI BANCSHARES CORPORATIO N

230 W STATE ST SYCAMORE IL 601 78

State of Incorporation = Delaware

1 00

THE NATIONAL BAN K amp TRUST COMPANY OF SYCAMORE

230 W STATE ST SYCAMOR_E IL 601 78

hsults A list of branches for your depostorv nstftution NATIONAL BANK amp TRUST COMPANY OF SYCAMOftE THE (ID_RSSO 534345)

This depository fnstltutlon fs held by NI BANCSHARES CORPORATION (1827893) of SYCAMORE IL

The data are as of 12312014 Data reflects Information that was received and procMsed through 01072JJ1S

Reconciliation and YerfCtton Steps

1 In the Data Action column of each brmch row enter one or more of the actions specifild hilow 2 If required enter the date In the Effective te column

Actions

OK If the branch Information Is COfTect enter OK in the Data Action column

Chan1e If the branch Information Is incorrlCt or Incomplete revrse the data enter Change In the Data Action column and the date when this lnformaUon first beame valid Jn the Etfedive Oatbull column

Cose If a branch llsted was sold or closed enter dose In the Data Action column and thl ule or closure date In the Effective Date column Delete If a branch listed was never owned by th(s depository Institution enter Delltl In thl Oatbull Action column

Add lfa reportable branch Is missing Insert a row add the branch data and enter Add in thl Data Action column and the opening or acquisition date In the Effective Date laquo)lumn

If printing this lrst you may need to adjust your page setup in MS Excel Try uslng landscape orientation p1ae scaling andor liegal sl1ed pa pier

Submission Procedure

When you a finiihed send a savied copy to your FRB contact See the det1iled lmtructions on this site for more Information

If vou are ie-malllng this to your FRB contAct put your Institution name dtyand state In thie subjtct line of the e-mail

Note To satisfy the FR YmiddotlO portln1 rirements you must also submit FR Ymiddot10 Oomes-tic Branch Schedules for each bninch with a Ot Attlon of nae Close Deletl or Add

The FR fmiddotlO rieport may be submitted in a hardcopy format or via the FR Y-10 Online application middot httpsylOonlinefederalreservegov

bull FDIC UNINUM Office Number and ID_RSSD columns are for reference only Verification of these values Is not required

- Effecdw Ote Branch Service Type Bnnch ID Rssobull Popular Name Street Address City NATIONAL BANK amp TRUST COMPANY Of

OK Fun servlCI (Head Offitt) 53045 SYCAMORE THE 230 WEST STATE STREET SYCAMORE

OK Full Service 3310232 2290 SYCAMORE ROAD OfFICE 2290 SYCAMORE ROAD DEKALB

OK Full lce 3735255 BANCO NBampT BRANCH 1029 PLEASANT STREET DEKALB

OK Fullservice 354132 NSampT SQUARE BRANCH 130 WEST LINCOLN HIGHWAY DEKAlB

OK Full Service 3735246 ELBURN BRANCH 930 NORTH MAJN STREET ELBURN

OK Full Service 3310241 GENOA BRANCH 601 PEARSON DRIVE GfNOA

OK Full service 2192507 200 NORTH MAIN STREET OfFICE 200 NORTH MAIN STREET UtANO

OK full Service 4394873 SANDWlCH BRANCH 321 E OIURCH STREET SANDWlCH

OK Fullice 2D8577S SERENA BRANCH US HIGHWAY 52 SOMONAUK ROAD SERENA

OK Full Service 2431457 1425 DEKAl8 AVENUE BRANCH 1425 DEKALB AVENUE SYCAMORE

St1te

IL

IL

IL

IL

IL

IL

IL

IL

IL

IL

Zip Code Countv

60178 DEKALB

60US DEKALB

60115 DEKALB

60U5 DEKALB

60119 KANE

60135 DEKALB

60531 IASAllE

60548 DEKALB

60549 LA SAUE

60178 DEKALB

Country FDIC UNINUMbull Office Numberbull Hbullad Office Head Office ID_RSSD Comments

NATIONAL BANK amp TRUST COMPANY Of

UNITED STATES 6414 0 SYCAMORE THE 534345 NATIONAL BANK amp TRUST COMPANY OF

UNITED STATES 221714 2 SYCAMORE THE 534345 NATIONAL BANK amp TRUST COMPANY Of

UNITpound0 STATES 475977 9 SYCAMORE THE 534345

NATIONAL BANK amp TRUST COMPANY OF

UNITED STATES 10484 5 SYCAMORE THE 534345 NATIONAL BANK amp TRUST COMPANY OF

UNITED SfATES 475976 8 SYCAMORE THE 534345

NATIONAL BANK amp TRUST COMPANY OF

UNITED STATES 424666 4 SYCAMORE THE 534345 NATIONAL BANK amp TRUST COMPANY OF

UNITED STATES 237859 7 SYCAMOftE THE 534345 NATIONAL BANK amp TRUST COMPANY Of

UNITED STAttS 530108 10 SYCAMORE THE 534345 NATIONAL BANK amp TRUST COMPANY Of

UNITED STATES 2318S8 6 SYCAMORE THE 534345 NATIONAL BANK amp TRUST COMPANY OF

UN ITED STATES 264332 1 SYCAMORE THE 534345

Re ort Item 3 Securities Holders

FR Y-6

NI Bancshares Corporation

Sycamore IL

Fiscal Year Ending December 3 1 201 4

Current Securities Holders with ownership control or holdings of 5 or more with power to vote as-of fiscal year end

Securities Holders not listed in 3(1 )(a) through (3)(1 )(c) that had

ownership control or holdings of 5 or more with power to vote

during the fiscal year

(1 )(a)

Name amp Address (City

State Country)

James W Dutton

Tulsa OK USA

Jane Danielson

Freeport ME USA

Anne Pick

St Paul MN USA

(1 )(b)

Country of

Citizenship or

Incorporation

USA

USA

USA

(1 )(c) Number and

Percentage of Each

Class of Voting

Securities

62324 shares 594

84563 shares 806

88480 shares 843

(2)(a) (2)(b)

Country of

Name amp Address Citizenship or

(City State Country) Incorporation

(2)(c) Number and

Percentage of Each

Class of Voting

Securities

FA Y--6

NI Bancshares Corporation Sycamore ll

Ascal Year Ending December 311 2014

(1) (2) (3)(bull) (3)(b) (3)(o) (4)(bull) (4)(b) (4)(o) Percentage of List names of other companies

Percentage of Voting Securities Includeamp partnerships) If 25 or more Voting Securities ln Subsidiaries of voting securftles are held (list

Names amp Address Principal Occupation II other than Title amp Position with Title amp Position with Subsidiaries Title amp Position with Other Businesses Jn Holding (Include names names ol companies and percentage of

(City State Country) with Holding Company Holding Company (Include names of subsidiaries) (Include names ol other businesses) Company of subsidiaries) voting securltles held)

Michael A Cullen NIA Director President amp CEO Director President amp CEO NIA 018 None NIA Sycamore IL USA The National Bank amp Trust

Company of Sycamore

Richard N Anderson President - Anderson Director Director President 159 None Anderson Funeral Home Ltd (100) DeKalb JL USA Funeral Home Ltd The Natrona[ Bank amp Trust Anderson Funeral Home Ltd

Company of Sycamore

John H Boles NIA Director Retired Trust Officer NIA 149 None NIA Sycamore IL USA The National Bank amp Trust

Company of Sycamore

Evelina J Cichy Retired Vice President of Instruction Director Director NA 015 None NIA DeKalb IL USA Klshwaukee College The Natrona Bank amp Trust

Company of Sycamore

James W Dutton CFO Macrosolva lnc Chairman of the Board Chairman of the Board CFO Macrosolve lnc 594 None NIA Tulsa OK USA The Natonal Bank amp Trust

Company of Sycamore

Robert B Johnson Partner - Johnson Farms Director Director Partner 063 None Johnson Farms (40) DeKalb IL USA The National Bank amp Trust Johnson Farms

Company of Sycamore

Robert C Johnson NIA Director Director NIA 034 None NIA DeKalb IL USA The National Bank amp Trust

Company of Sycamore

Kevin P Poorten President amp CEO - Kish Health Syse Director Director NA 005 None NIA DeKalb IL USA The National Bank amp Trust

Company of Sycamore

Douglas C Roberts Private Investor Director Director PresidentmiddotZea mays Holdings LLC 382 None Zea mays Holdngs LLC (100) Sycamore IL USA The National Bank amp Trust

Company of Sycamore

Tmothy P Suter President amp CEO - Suter Company Director Director NA 002 None NIA Sycamore IL USA The Natlonal Bank amp Trust

Company of Sycamore

Report lem 4 Insiders -PAGE 2 of 2

Tami Armstrong NIA NIA VP Brand amp Marketng NIA 0005 None NIA Sycamore IL USA The Natonal Bank amp Trust

Company of Sycamore

Bradley V Brown NIA NIA SVP Consumer Banking NIA 0004 None NIA DeKalb IL USA The Natlonal Bank amp Trust

Company of Sy9amore

Michelle Carlson NIA NIA VP Operallons NIA 0004 None NIA SuQar Grove IL USA The National Bank amp Trust

Company of Sycamore

Sa_111antha J Dalley NIA NIA VP Human Resources NIA 0003 None NIA Sycamore IL USA The National Bank amp Trust

Company of Sycamore

James Dombek NIA NIA VP Personal Trust Manager NIA 0002 None NIA Sycamore IL USA The National Bank amp Trust

Company of Sycamore

Michael Hawley Geneva IL USA NIA NIA Sr VP Sr Commercial Loan Officer NIA 0005 None NIA

The Natfonal Bank amp Trust Company of Sycamore

Charles C Kaiser NIA NIA Sr VP Senior Lending Officer NIA 0007 None NIA Sycamore IL USA The National Bank amp Trust

Company of Sycamore

Karen Kupper NIA NIA SVP Chief Credit Offcer NIA 0003 None NIA Hinkley IL USA The Natonal Bank amp Trust

Company of Sycamore

Davld N McCoy NIA Treasurer SVP Chief Flnanclitl Officer NIA 0006 None NIA South Elgin IL USA The Natlonal Bank amp Trust

Company of Sycamore

Mark ODell NIA NIA VP Sr Residentlal loan Officer NIA 0000 None NIA Aurora IL USA The National Bank amp Trust

Company of Sycamore

A David VanBuren NIA NIA SVP Trust amp Investments NIA 0005 None NIA Sycamore IL USA The National Bank amp Trust

Company of Sycamore

  • FR Y-6 Cover Page
  • Report Item 1 Annual Report to Shareholders
  • Report Item 2a Organization Chart
  • Report Item 2b Domestic Branch Listing
  • Report Item 3 Securities Holders
  • Report Item 4 Insiders
Page 16: Annual Report of Holding Companies-FR Y-6/media/others/banking/...consistent and deliberate in implementing our strategic initiatives. In addition to our loan growth, our trust assets

Notes to Consolidated Financial Statements

LOAN COMMITMENTS AND RELATED FINANCIAL INSTRUMENTS Financial instruments include off-balance sheet credit instruments such as commitments to make loans and commercial letters of credit issued to meet customer financing needs The face amount for these items represents the exposure to loss before considering customer collateral or ability to repay Such financial instruments are recorded when they are funded

IMPAIRMENT OF LONG-LIVED ASSETS The Corporation reviews long-lived assets for impairment whenever events or changes in circumstances indicate the carrying amount of an asset may not be recoverable Recoverability of assets to be held and used is measured by a comparison of the carrying amount of an asset to future undiscounted net cash flows expected to be generated by the asset If such assets are considered to be impaired the impairment to be recognized is measured by the amount by which the carrying amount of the assets exceeds the fair value of the assets Assets to be disposed of are reported at the lower of carrying amount or fair value less costs to sell

TRANSFERS OF FINANCIAL ASSETS Transfers of financial assets are accounted for as sales when control over the assets has been surrendered Control over transferred assets is deemed to be surrendered when (1 ) the assets have been isolated from the Corporation (2) the lransferee obtains the right (free of conditions that constrain it from taking advantage of that right) to pledge or exchange the transferred assets and (3) the Corporation does not maintain effective control over the transferred assets through an agreement to repurchase them before their maturity

TRUST ASSETS AND FEES Assets of the Trust Department are not included in these consolidated financial statements because they are not assets of the Corporation or the Bank Fee income generated from trust services is primarily recorded on the accrual method

INCOME TAXES Deferred income taxes are provided on temporary differences between financial statement and income tax reporting Temporary differences are differences between the amounts of assets and liabilities reported for financial statement purposes and their tax bases

Deferred tax assets are recognized for temporary differences that will be deductible in future years tax returns and for operating loss and tax credit carryforwards Deferred tax assets are recognized only if it is more likely than not that the tax position will be realized or sustained upon examination by the relevant taxing authority A tax position that meets the more-likely-thanshynot recognition threshold is initially and subsequently measured as the largest amount of tax benefit that has a greater than 50 percent likelihood of being realized upon settlement with a taxing authority that has full knowledge of all relevant information

Deferred tax assets are reduced by a valuation allowance if it is deemed more likely than not that some or all of the deferred tax assets will not be realized Deferred tax liabilities are recognized for temporary differences that will be taxable in future years

COMPREHENSIVE INCOME (LOSS) Comprehensive income (loss) consists of net income (loss) and other comprehensive income (loss) Other comprehensive income (loss) includes unrealized gains and losses on securities available for sale net of taxes These unrealized gains and losses net of taxes are also recognized as separate components of equity

LOSS CONTINGENCIES Loss contingencies including claims and legal actions arising in the ordinary course of business are recorded as liabilities when the likelihood of loss is probable and an amount or range of loss can be reasonably estimated Management does not believe there are matters that will have a material effect to the Corporation the Bank or the Banks Trust Department or on the fiancial statements of the Corporation

STOCK COMPENSATION PLANS Compensation cost is measured using the fair value of an award on the grant dates and is recognized over the service period which is usually the vesting period Compensation cost related to the non-vested portion of awards outstanding is based on the grant-date fair value of those awards T he Corporation has an incentive stock option plan and restricted stock awards which are described more fully in Note IX

TREASURY STOCK Common stock shares repurchased are recorded at cost Cost of shares retired or reissued is determined using the first-in firstshyout method

During 201 2 the Corporation purchased 392663 treasury shares This was primarily accomplished through two transactions the first involving a negotiated purchase of shares from certain members of the Dutton Family and their affiliates and the second involving a tender offer with our shareholders These treasury shares were all repurchased at $46 per share a discount to the current book value per share Detailed information related to these transactions was provided to stockholders in an Offer to Purchase dated November 1 201 2 The total cost to capital of the Corporation was $1 6940 thousand for these treasury shares

Notes to Consolidated Financial Statements

II Securities

Amortized cost and fair values of securities classified as available for sale with gross unrealized gains and losses at December 31 are summarized as follows (Dollars in thousands)

US Obligations of US Government- States and Political Certificates Equity Total

Treasury Sponsored Entities Subdivisions of Deposit Securities Securities

2014 Amortized cost $ 1 4470 $ 7981 6 $ 31 728 $ 988 $ 456 $ 1 27458 Gross unrealized gains 2 536 694 1 232 Gross unrealized losses (28) (233) (205) (466)

Fair value $ 1 4444 $ 80 1 1 9 $ 32217 $ 988 $ 456 $ 1 28224

2013 Amortized cost $ 1 5007 $ 94907 $ 37030 $ 988 $ 2406 $ 150338 Gross unrealized gains 1 0 1 1 7 854 981 Gross unrealized losses (2) (926) 924) (1 852)

Fair value $ 1 501 5 $ 94098 $ 36960 $ 988 $ 2406 $ 1 49467

The fair values of debt securities classified as available for sale by contractual maturity at December 31 2014 are as follows (Dollars in thousands)

1 year or l ess Over 1-5 years Over 5-10 years Over 1 0 years Total

US Treasury $ 5000 $ 9444 $ $ $ 1 4444

US government-sponsored entities 1 7057 47722 1 5340 80 1 1 9

Obligations of states and political subdivisions 3964 9859 1 8394 3221 7

Certificates of deposit 988 988

Total $ 26021 $ 6801 3 $ 33734 $ $1 27768

Expected maturities may differ from contractual maturities because the borrowers may have the right to call or prepay obligations with or without call or prepayment penalties Other equity securities include mutual funds which have no maturity date Securities with a market value of $1 220 million and $1 21 0 million at December 31 201 4 and 201 3 respectively are pledged to secure public deposits and other purposes as required or permitted by law

middot

Amortized cost gross reaiized gains gross realized losses and saies proceeds from available for sale securities sold matured or called at December 31 are summarized as follows (Dollars in thousands)

2014 2013 2012

Amortized cost $ 50689 $ 60072 $ 73995 Gross realized gains 546 435 2093 Gross realized losses (1 78) (1 ) (9) Proceeds $ 51 057 $ ousuo $ 70UJ

Notes to Consolidated Financial Statements

I I Securities cont

The following tabes present investments gross unrealized losses and fair value at December 31 aggregated by Investment category and length of time that Individual securities have been in a continuous unrealized loss position Dollars In thousands)

Less Than 12 Months 12 Months or More Total Fair Value Unrealized Loss Fair Value Unrealized Loss Fair Value U n realized Loss

2014 US Treasury $ 9444 $ (28) $ $ $ 9444 $ (28) US government-

sponsored entities i 7529 (43) i 5009 (i 90) 32538 (233) Obligations of states and

political subdivisions i 983 (i7) 6475 (i 88) 8458 (205) $ 28956 $ (88) $ 2i 484 $ (378) $ 50440 $ (466)

Less Than 12 Months 12 Months or More Total Fair Value Unrealized Loss Fair Value Unrealized Loss Fair Value Unrealized Loss 2013

US Treasury $ 3994 $ (2) $ $ $ 3994 $ (2)

US government-sponsored entities 7222i (926) 7222i (926)

Obligations of states and political subdivisions i 2042 (597) 3 i30 (327) i 5i 72 (924)

$ 88257 $ (i 525) $ 3i30 $ (327) $ 9i 387 $ (1 852)

At December 3i 20i 4 37 US Treasury US government-sponsored entities and obligations of states and political subdivisions securities have an unrealized loss with aggregate depreciation of less than one-quarter percent of the Corporations amortized cost basis Management views fluctuation in agencies as temporary market fluctuations There were i 9 securities with an unrealized loss for over i 2 months The fair value is expected to recover as the bonds approach maturity The nature and quality of these investments remain adequate and continue to have a Moodys rating of an A or above as required by Bank policy Management views the losses associated with US Treasury US government-sponsored entities and obligations of states and political subdivisions securities to also be temporary market fluctuations

Notes to Consolidated Financial Statements

III Loans

Classes ofoans at December 31 include (Dollars in thousands)

2014 2013

Construction and land development $ 1 4 199 $ 1 9798 Farmland 20488 1 7397 Residential real estate 1 1 5291 1 04873 Nonresidential real estate 1 37499 1 3501 4 Agricultural production 1 2530 1 2968 Commercial 45940 41 273 Loans to individuals 57280 42883 Other 5738 6206

Total Joans and leases $ 408965 $ 38041 2 Allowance for loan losses (3906) (3240)

Total loans and leases net $ 405059 $ 377 1 72

The Bank maintains lending policies and procedures designed to focus lending efforts on the type location and duration of loans most appropriate for its business model and markets The Banks principal lending activity is the origination of residential and commercial real estate loans commercial loans consumer loans and home equity lines of credit The primary lending market is located within the Illinois counties of DeKalb LaSalle and Kane Generally loans are collateralized by assets of the borrower and guaranteed by the principals of the borrowing entity

The Board of Directors reviews and approves the Banks lending policy on an annual basis Quarterly the Board reviews the allowance for loan losses and reports related to loan production loan quality concentrations of credit loan delinquencies and non-performing and potential problem loans

The Bank does not accrue interest on any asset which is maintained on a cash basis because of deterioration in the financial position of the borrower any asset for which payment in full of interest or principal is not expected or any asset upon which principal or interest has been in default for a period of ninety days or more unless it is both well secured and in the process of collection A non-accrual asset may be restored to an accrual status when none of its principal and interest is due and unpaid or when it otherwise becomes well secured and in the process of collection

The Bank periodically performs an independent loan review of outstanding loans through the use of an outside third party The primary objective of the independent loan review function is to ensure the maintenance of a quality loan portfolio and minimize the potential for Joan losses The Joan review engagement is responsible for reviewing a sample of existing loans for compliance with internal policies and procedures In addition to reviewing Joans for compliance the loan review analyzes the appropriateness and timeliness of risk grading and problem loan identification by loan officers

Notes to Consolidated Financial Statements

I l l Loans cont

The Corporation categorizes loans into risk categories based on relevant information about the ability of borrowers to service their debt such as current financial information historical payment experience credit documentation public information and current economic trends among other factors This analysis is performed on an annual basis at a minimum The Corporation uses the following definitions for risk ratings

Internal Risk Categories Loan grades are numbered i through 7 Grades i through 4 are considered pass grades The grade of 5 or Special Mention represents loans of lower quality and is considered criticized The grades of 6 or Substandard and 7 or Doubtful refer to assets that are classified The use and application of these grades by the bank will be uniform and shall conform to the banks policy

Pass (1) loans are of superior quality with excellent credit strength and repayment ability providing a nominal credit risk

Pass (2) loans are of above average credit strength and repayment ability providing only a minimal credit risk

Pass (3) loans of reasonable credit strength and repayment ability providing an average credit risk due to one or more underlying weaknesses

Pass (4) loans of the lowest acceptable credit strength and weakened repayment ability providing a cautionary credit risk due to one or more underlying weaknesses New borrowers are typically not underwrillen witl1in this classification

Special Mention (5) assets have potential weaknesses that deserve managements close attention If left uncorrected these potential weaknesses may result in deterioration of the repayment prospects for the asset or in the institutions credit position at some future date Special mention assets are not adversely classified and do not expose an institution to sufficient risk to warrant adverse classification Ordinarily special mention credits have characteristics which corrective management action would remedy

Substandard (6) loans are inadequately protected by the current sound worth and paying capacity of the obligor or of the collateral pledged if any Loans so classified must have a well-defined weakness or weaknesses that jeopardize the liquidation of the debt They are characterized by the distinct possibility that the Bank will sustain some loss if the deficiencies are not corrected

Doubtful (7) loans classified as doubtful have all the weaknesses inherent in those classified Substandard with the added characteristic that the weaknesses make collection or liquidation in full on the basis of current known facts conditions and values highly questionable and improbable

Risk characteristics applicable to each segment of the loan portfolio are described as follows

Residential 1 -4 Family The residential i -4 family real estate are generally secured by owner-occupied i -4 family residences Repayment of these loans is primarily dependent on the personal income and credit rating of the borrowers Credit risk in these loans can be impacted by economic conditions within the Banks market areas that might impact either property values or a borrowers personal income Risk is mitigated by the fact that the loans are of smaller individual amounts and spread over a large number of borrowers

Non-residential Real Estate Non-residential real estate loans typically involve larger principal amounts and repayment of these loans is generally dependent on the successful operations of the property securing the loan or the business conducted on the property securing the loan These loans are viewed primarily as cash flow loans and secondarily as loans secured by real estate Credit risk in these loans may be impacted by the creditworthiness of a borrower property values and the local economies in the Banks market areas

Construction and Land Development Real Estate Conshystruction and land development real estate loans are usually based upon estimates of costs and estimated value of the completed project and include independent appraisal reviews and a financial analysis of the developers and property owners Sources of repayment of these loans may include permanent loans sales of developed property or an interim loan commitment from the Bank until permanent financing is obtained These loans are considered to be higher risk than other real estate loans due to their ultimate repayment being sensitive to interest rate changes general economic conditions and the availability of long-term financing Credit risk in these loans may be impacted by the creditworthiness of a borrower property values and the local economies in the Banks market areas

Commercial The commercial portfolio includes loans to commercial customers for use in financing working capital needs equipment purchases and expansions The loans in this category are repaid primarily from the cash flow of a borrowers principal business operation Credit risk in these loans is driven by creditworthiness of a borrower and the economic conditions that impact the cash flow stability from business operations

Loans to individuals The consumer loan portfolio consists of various term and line of credit loans such as automobile loans and loans for other personal purposes Repayment for these types of loans will come from a borrowers income sources that are typically independent of the loan purpose Credit risk is driven by consumer economic factors (such as unemployment and general economic conditions in the Banks market area) and the creditworthiness of a borrower

Agricultural Production and Farmland Loans Agricultural production loans are generally comprised of seasonal operating lines to cash grain farmers to plant and harvest corn and soybeans and term loans to fund the purchase of equipment Farmland loans are primarily comprised of loans for the purchase of farmland Specific underwriting standards have been established for agricultural-related loans including the establishment of projections for each operating year base on industry developed estimates of farm input costs an expected commodity yields and prices Operating lines are typically written for one year and secured by the crop Loan-to-value ratios on Joans secured by farmland generally do not exceed 65 and have amortization periods limited to twenty-five years Federal government-assistance lending programs through the Farm Service Agency are used to mitigate the level of credit risk when deemed appropriate

Notes to Consolidated Financial Statements

The following table presents the credit risk profile of the Banks loan portfolio based on internal rating category and payment activity as of December 31 2014 and 2013 (Dollars in thousands)

Non Residential Residential Agricultural Loans-to

Construction Farmland Real Estate Real Estate Production Commercial Individuals Other

20 1 4 Loan Class Pass $ 1 1 274 $ 20488 $ 1 0941 2 $ 1 35059 $ 1 2530 $ 45386 $ 57280 $ 5738 Special mention 1 261 Substandard 2925 5879 1 1 79 554 Doubtful Total $ 1 4 1 99 $ 20488 $ 1 15291 $ 1 37499 $ 1 2530 $ 45940 $ 57280 $ 5738

201 3 Loan Class Pass $ 1 6327 $ 1 6505 $ 98646 $ 1 29428 $ 1 2 1 28 $ 38282 $ 42883 $ 6206 Special mention 892 5667 448 840 2503 Substandard 3471 560 5 138 488 Doubtful Total $ 1 9798 $ 1 7397 $ 1 04873 $ 1 3501 4 $ 1 2968 $ 41 273 $ 42883 $ 6206

The Bank evaluates the loan risk grading system definitions and allowance for loan loss methodology on an ongoing basis No significant changes were made to either during the past year

The accrual of interest on loans is discontinued at the time the loan is 90 days past due unless the credit is well-secured and in process of collection Past due status is based on contractual terms of the loan In all cases loans are placed on non-accrual or charged-off at the earlier date if collection of principal and interest is considered doubtful

All interest accrued but not collected for loans that are placed on non-accrual or charged-off is reversed against interest income The interest on these loans is accounted for on the cash-basis or cost-recovery method until qualifying for return to accrual Loans are returned to accrual status when all principal and interest amounts contractually due are brought current and future payments are reasonably assured

Notes to Consolidated Financial Statements

The following tables present the Corporation s loan portfolio aging analysis at December 31 (Dollars in thousands)

Non Residential Residential Agricultural Loans to

Construction Farmland Real Estate Real Estate Production Commercial Individuals Other Total

201 4 30-89 days past due $ $ $ 1 92 $ $ $ $ 707 $ 23 $ 922 90 days or greater

past due or nonaccrual 1 68 6327 551 92 2 7 140 Total past due and

nonaccrual 360 6327 551 799 25 8062 Current loans 1 4 1 99 20488 1 1 4931 1 31 1 72 1 2530 45389 56481 57 13 400903

Total loans receivable 1 4 1 99 20488 1 1 5291 1 37499 1 2530 45940 57280 5738 408965

Total loans 90 days or greater and accruing $ $ $ $ 571 1 $ $ $ 92 $ 2 $ 5805

2013 30-89 days past due $ $ $ 312 $ 57 $ $ $ 529 $ 28 $ 926 90 days or greater

past due or nonaccrual 770 4791 347 75 5983

Total past due and nonaccrual 1 082 4848 347 604 28 6909

Current loans 1 9798 1 7397 1 03791 1 301 66 1 2968 40926 42279 6 178 373503

Total loans receivable 1 9798 1 7397 1 04873 1 3501 4 1 2968 41273 42883 6206 38041 2

Total loans 90 days or greater and accruing $ $ $ 209 $ 3683 $ $ $ 75 $ $ 3977

A loan is considered impaired in accordance with the impairment accounting guidance (ASC 31 0-1 0-35-1 6) when based on current information and events it is probably the Corporation will be unable to collect all amounts due from the borrower in accordance with the contractual terms of the loan Impaired loans include non-performing commercial loans but also include loans modified in troubled debt restructurings where concessions have been granted to borrowers experiencing financial difficulties These concessions could include a reduction in the interest rate on the loan payment extensions forgiveness of principal forbearance or other actions intended to maximize collection

Included in certain loan categories in the impaired loans are troubled debt restructurings that were classified as impaired At December 31 201 4 and 201 3 the Corporation had $895 and $907 thousand respectively of commercial and non-residential real estate loans $76 and $76 thousand respectively in residential loans and $1 and $5 thousand respectively in consumer loans that were modified in troubled debt restructurings and impaired and that were performing in accordance with their modified terms

When economic concessions have been granted to borrowers who have experienced financial difficulties the loan is considered a troubled debt restructuring These concessions typically result from our loss mitigation activities and could include reductions in the interest rate payment extensions forgiveness of principal forbearance or other actions Troubled debt restructurings are considered impaired at the time of restructuring and typically are returned to accrual status after considering the borrowers sustained repayment performance as agreed for a reasonable period of at least six months or once the granted concessions have ended or are no longer applicable

As of December 31 201 4 and 201 3 the Bank had troubled debt restructurings all modification of payment terms with a recorded balance at original cost of $895 and $907 thousand respectively and consists of four commercial and non-residential real estate loans for both years which are all performing in accordance with the modified terms of the loan All four loans were added as troubled debt restructuring during the fourth quarter of 201 3 There was no difference between pre-modification and post-modification balances As of December 31 201 4 and 2013 the loans totaling $895 and $907 thousand respectively are on non-accrual and considered impaired by the Bank Based on the fair value of the collateral specific reserves required on the loans totaled $108 and $98 thousand as of December 31 201 4 and 2013 respectively During the years ended December 31 201 4 and 2013 there were no defaults of loans that had been modified as a troubled debt restructuring in the 1 2 month period prior to default

Notes to Consolidated Financial Statements I l l Loans cont

The following tables present the impaired loan balances (loans on non-accrual status) at December 31 (Dollars in thousands)

Non Residential Residential

Real Real Agricultural Loans to

Construction Farmland Estate Estate Production Commercial Individuals Other

20 1 4 Loans with out a specific

valuation al lowance Recorded balance $ $ $ 92 $ $ $ 487 $ $ Unpaid principal balance 92 487 Specific allowance Average investment in

impaired loans 278 4 1 99 1 02

Loans with a specific valuation al lowance

Recorded balance $ $ $ 76 $ 61 6 $ 63 Unpaid principal balance 76 61 6 63 Specific allowance 66 1 08 31 Average investment in

impaired loans 369 1 1 48 694

Total loans receivab l e Total Recorded balance $ $ $ 1 68 $ 61 6 $ $ 551 $ $ $ 1 335 Unpaid principal balance $ $ $ 1 68 $ 61 6 $ $ 551 $ $ $ 1 335 Specific allowance $ $ $ 66 $ 1 08 $ $ 31 $ $ $ 205 Average investment in

impaired Joans $ $ $ 648 $ 5346 $ $ 796 $ $ $ 6790

2013 Loans without a specific

valuation al lowance Recorded balance $ $ $ 299 $ 1 098 $ $ $ $ Unpaid principal balance 299 1 098 Specific allowance Average investment in

impaired loans 4037 280 5226 1 7 12

Loans with a specific valuation al lowance

Recorded balance $ $ $ 261 $ $ 347 Unpaid principal balance 261 347 Specific allowance 1 1 2 1 07 Average investment in

impaired loans 306 8201 530

Total loans receiva ble Total

Recorded balance $ $ $ 560 $ 1 098 $ $ 347 $ $ $ 2005 Unpaid principal balance $ $ $ 560 $ 1 098 $ $ 347 $ $ $ 2005 Specific allowance $ $ $ 1 1 2 $ $ $ 1 07 $ $ $ 219 Average investment in

impaired Joans $ 4037 $ $ 586 $1 3427 $ $ 2242 $ $ $ 20292

There was no Interest income recognized on a cash basis or accrual basis for 2014 or 2013 on impaired loans

Notes to Consolidated Financial Statements

Ill Loans cont

The following tables present the balance in the allowance for loan losses and the recorded investment in loans based on portfolio segment and impairment methods at December 31 (Dollars in thousands)

Non Residential Residential Agricultural Loans to Other

Construction Farmland Real Estate Real Estate Production Commercial Individuals Loans Unallocated Total

20 1 4 Allowance for loan losses Balance beginning of year $ 473 $ i 9 $ 700 $ i 32i $ i 4 $ 56i $ i 22 $ 30 $ - $ 3241 Provision charged to

expense (289) 68 762 (27) 2i (96) 699 2 i 2 i 351 Losses charged off (324) (i 79) (7i) (270) (i32) (971 Recoveries 34 49 i 3 i 8 i 55 23 29 Balance end of year $ 2i8 $ 87 $ i i 87 $ i i 28 $ 35 $ 4i 2 $ 706 $ i 33 $ - $ 3901

Ending balance individually evaluated for impairment $ $ $ 66 $ i 08 $ $ 3i $ $ $ - $ 20[

Ending balance collectively evaluated for impairment $ 2i 8 $ 87 $ i i 21 $ 1 020 $ 35 $ 381 $ 706 $ 1 33 $ - $ 370

Loans Ending balance $ 1 4 1 99 $20488 $1 1 5291 $ 1 37499 $ 1 2530 $45940 $ 57280 $ 5738 $ - $ 40896 Ending balance individually

evaluated for impairment $ $ $ i 68 $ 61 6 $ $ 551 $ $ $ - $ 1 33 Ending balance collectively

evaluated for impairment $14 i 99 $20488 $1 1 5 1 23 $ 1 36883 $ 1 2530 $45389 $57280 $ 5738 $ - $ 40763(

2013 Allowance for loan losses Balance beginning of year $ 243 $ 23 $ 848 $ 2040 $ 1 7 $ 456 $ 285 $ 7 $ 52 $ 397 Provision charged to

expense 230 (4) 378 1 077 (3) 630 (1 50) 1 37 (52) 224 Losses charged off (543) (i 830) (538) (203) (1 4 i ) (325t Recoveries 1 7 34 1 3 1 90 27 28

Balance end of year $ 473 $ 1 9 $ 700 $ i 32i $ i 4 $ 56i $ i 22 $ 30 $ - $ 324(

Ending balance individually evaluated for impairment $ $ $ 1 1 2 $ $ $ i 07 $ $ $ - $ 2if

Ending balance collectively evaluated for impairment $ 473 $ i 9 $ 588 $ 1 32i $ i 4 $ 454 $ i 22 $ 30 $ - $ 302middot

Loans Ending balance $i 9798 $1 7397 $i 04873 $ i 35014 $ 1 2968 $41 273 $ 42883 $ 6206 $ - $ 38041 Ending balance individually

evaluated for impairment $ $ $ 560 $ i 098 $ $ 347 $ $ $ - $ 200( Ending balance collectively

evaluated for impairment $i 9798 $ i 7397 $i 0431 3 $ i 339i 6 $ 1 2968 $40926 $42883 $ 6206 $ - $ 37840i

Notes to Consolidated Financial Statements

I I I Loans cont

Managements opinion as to the ultimate collectability of loans is subject to estimates regarding future cash flows from operations and the value of property real and personal pledged as collateral These estimates are affected by changing economic conditions and the economic prospects of borrowers

Allowance for Loan Losses The allowance for loan and lease losses (allowance) represents managements estimate of the reserve necessary to adequately account for probable losses that could ultimately be realized from current loan exposures In determining the adequacy of the allowshyance management relies predominately on a disciplined credit review and approval process The review process is directed by overall lending policy and is intended to identify at the earliest possible stage borrowers who might be facing financial difficulty

Loans for which it is probable that the Bank will not collect all principal and interest due according to the contractual terms are identishyfied as impaired The impairment for each applicable loan is quantified and specific loss exposures are allocated within the allowance Loans that are in non accrual status are generally considered impaired

A detailed analysis is performed on each loan that is not impaired but poses sufficient risk to warrant in-depth review These are loans that have been classified as substandard or are on the Banks internal watch list Due to the elevated risk inherent in these Joans management has determined that it is appropriate to quantify the potential loss within the pool of classified loans by estimating each loans collateral shortfall These collateral shortfall estimates are incorporated in the determination of the adequacy of the allowance

In estimating the risk of loss in the remaining portion of the loan portfolio identified as non-classified management establishes base Joss estimations which are derived from the historical Joss experience over the past three calendar years These base loss estimations are then adjusted after consideration ofnine different qualitative factors

Notes to Consolidated Financial Statements

IV Loan Servicing

Real estate loans serviced for others are not included in the accompanying consolidated balance sheets The risks inherent in mortgage servicing assets relate primarily to changes in prepayments that result from shifts in mortgage interest rates The unpaid principal balances of mortgage loans serviced for others was $3528 million and $3567 million at December 31 201 4 and 201 3 respectively The fair value of mortgage servicing rights at December 31 201 4 and 201 3 was approximately $31 million and $33 million respectively The fair value of servicing rights was determined using discount rates ranging from 950 to 1 000 percent and prepayment speeds principally ranging from 903 to 1 1 20 percent depending on the stratification of the specific right

The Corporation changed its method of amortizing mortgage servicing rights during 201 3 from the straight-line amortization method to a methodology based on anticipated prepayment assumptions Amortization expense for 2013 would have been $1 068 thousand if the straight-line method was used

Custodial escrow balances maintained in connection with the foregoing loan servicing and included in demand deposits were $37 million and $4 1 million at December 31 201 4 and 201 3 respectively

Following is a summary of the mortgage servicing rights capitalized and amortized (Dollars in thousands)

20 1 4 2013 2012

Balance beginning of year $ 2524 $ 21 83 $ 1 876 Mortgage servicing rights capitalized 331 847 1 31 9 Mortgage servicing rights amortized (408) 506) (1 01 2) Recorded balance end of year $ 2447 $ 2524 $ 21 83

Fair value end of year $ 31 38 $ 3273 $ 21 83

Notes to Consolidated Financial Statements

V Land Premises and Equipment

A summary of land premises and equipment by asset classification at December 31 is as follows (Dollars in thousands)

20 1 4 2013

Land $ 7895 $ 7895 Premises 1 7 697 1 8297 Furniture fixtures and equipment 7867 791 7 Vehicles 1 1 0 1 1 0

33569 34219 Accumulated depreciation (1 241 2) (1 2281) Land premises and equipment net $ 21 1 57 $ 21 938

Depreciation expense for the years ended December 31 201 4 201 3 and 201 2 was $1 4 million $1 4 million and $1 i million respectively Leasehold improvements are capitalized and depreciated using the straight-line method over the terms of the respective leases or the estimated useful lives of the improvements whichever is shorter Expected terms include lease option periods to the extent that the exercise of such options is reasonably assured

Pursuant to the terms of noncancelable lease agreements in effect at December 31 2014 pertwning to banking premises and equipment future minimum rent commitments under various operating leases are as follows for years ended December 31 (Dollars in thousands)

2015 2016 2017 201 8 2019 Thereafter Total

$ 303 $ 306 $ 1 91 $ 79 $ 79 $ 298 $ i 257

The leases contain options to extend for periods from five to 50 years The cost of exercising such options is not included above Total rent expense for the years ended December 31 201 4 201 3 and 201 2 amounted to approximately $336 $334 and $426 thousand respectively

Notes to Consolidated Financial Statements

VI Deposits

Time deposits greater than or equal to $100 thousand were $653 million and $723 million at December 31 201 4 and 201 3 respectively Interest expense on these deposits was $08 million $1 1 million and $1 4 million in 201 4 201 3 and 201 2 respectively

At December 31 2014 the scheduled maturities of time deposits are as follows (Dollars in thousands

2015 201 6 201 7 2018 2019 Total

$ 66577 $ 26867 $ 32074 $ 1 4084 $ 1 1 81 0 $ 1 51 41 2

Interest-bearing deposits at December 31 consist of the following (Dollars in thousands)

20 1 4

201 3

NOW and Money Market

$ 229355

$ 225263

Savings

$ 55301

$ 53326

Time $100000 and over

$ 65267

$ 72339

Time Other

$ 86145

$ 93065

Total

$ 436068

$ 443993

The aggregate amount of deposit overdrafts included in loans at December 31 201 4 and 201 3 was $244 and $1 91 thousand respectively

VII Borrowings

The Bank has the ability to borrow from the Federal Home Loan Bank with borrowings collateralized by first mortgage loans mulshytifamily and farmland loans under a blanket lien agreement in the amount of approximately $60 million Based on this collateral and the Banks holdings of FHLB stock the Bank is eligible to borrow up to approximately $38 million at year-end 201 4

During 201 2 and in conjunction with the purchase of 392663 treasury shares of stock the Corporation borrowed $6 million from a correspondent bank pursuant to a newly established line of credit The borrowings bear an interest rate equal to the lenders prime rate with a minimum rate of 325 At December 31 201 4 the rate was 325 and the balance outstanding was $36 million The Corporation was required to make quarterly interest-only payments on this line of credit through December 31 201 3 after which in addition to quarterly interest payments the Corporation must make equal annual principal payments of $1 2 million through December 31 201 7 when the line of credit matures There is no prepayment penalty associated with the borrowing should the Corporation decide to repay the debt prior to maturity

As of December 31 201 4 the Bank was not in compliance with one of the note covenants relating to annual return on assets The note contains certain covenants including financial covenants for the Bank which must be met at all times Should the Corporation or the Bank be found not compliant with them during the term of the note there are remedies the issuing financial institution shall have the right to enforce including that the note could become immediately due and payable The issuing financial institution has approved the noncompliance for the fourth quarter ended December 31 201 4

Notes to Consolidated Financial Statements

VI II I n come Taxes

Income taxes reflected in the consolidated statements of operations consist of the following (Dollars in thousands)

20 1 4 2013 Current payable

Federal $ 30 $ 96 State 80

Deferred tax benefit 60 1 96 Income tax expense $ 90 $ 372

The Corporations income tax expense beneflt) differed from the federal statutory rate of 34 as indicated in the following analysis

(Dollars in thousands)

20 1 4 2013

Tax based on statutory rate $ 388 $ 458 State taxes net of federal tax benefit (1 06) 53 Effect of tax-exempt income (31 0) (276) Other net 1 1 8 1 37 Income tax expense $ 90 $ 372

The Corporation has the following deferred tax assets and liabilities at December 31 (Dollars in thousands)

Deferred tax assets Deferred tax liabilities

Net deferred tax assets

20 1 4

$ 31 07 (2782)

$ 325

2013

$ 2982 (2637)

$ 345

2012

$ 1 234 727 (68)

$ 1 893

2012

$ 1 875 390 (31 4)

(58) $ 1 893

The components of deferred income taxes were principally related to the allowance for loan losses other real estate owned write-downs differences in amortization of core deposit intangible assets depreciation and mortgage servicing rights Deferred tax liabilities related to unrealized losses and gains on securities available for sale are $260 and $296 thousand at December 31 201 4 and 201 3 respectively

The Corporation files income tax returns in the US federal jurisdiction and the State of Illinois The Corporation is no longer subject to US federal or state income tax examination by tax authorities for years before 201 1

Notes to Consolidated Financial Statements

IX Employee Benefits

Substantially all employees are covered by a profit sharing plan The contribution determined in accordance with the provisions of the plan was $i 72 thousand $i 23 thousand and $207 thousand in 20i 4 20i 3 and 20i 2 respectively

Under the Corporations Employee Stock Option Plan the Corporation may grant options to its key employees for up to 1 00000 shares of common stock The exercise price of each option equals the market price of the Corporations stock on the date of grant and the options maximum term is ten years The vesting period is three years from the date of grant GAAP provisions require that compensation cost relating to share-based payment transactions be recognized in the financial statements with measurement based upon the fair value of the equity or liability instruments issued For the year ended December 3i 20i 2 the Corporation recognized $i i 3 thousand in compensation expense for stock options For the year ended December 3i 20i 3 the Corporation recognized $97 thousand in compensation expense for stock options For the year ended December 3i 20i 4 the Corporation recognized no compensation expense for stock options

The activity in the plan is summarized as follows

Outstanding at beginning of year Granted Exercised Forfeitedexpired Outstanding at end of year

Options exercisable at year-end

Non-vested options beginning of year Granted Vested Forfeitedexpired Non-vested options at year end

Shares

85998

(i 000)

84998

84998

20 1 4

Weighted Weighted Average Average

Exercise Price Contractual Term

$ 4762

3200

$ 4748

$ 4748

2 0 1 4

Number of Shares

8333

(8333)

(in years)

35

35

Weighted Average

Grant Date Fair Value

$ 3200

3200

$

2013

Weighted Weighted Shares Average Average

Exercise Price Contractual Term (in years)

88998 $ 4709

(667) 3200 (2333) 3747

85998 $ 4762 48

77665 $ 4929 4i

2013

Weighted

Number of Average

Grant Date Shares Fair Val u e

i 9333 $ 3200

(i 1 000) 3200

8333 $ 3200

The fair value of each option is estimated using Black-Scholes option-pricing model which requires the use of subjective valuation assumptions The expected volatility is based on historical volatility of the Corporations stock price The risk-free interest rates for periods within the contractual life of the awards are based on the US Treasury yield curve in effect at the time of the grant The expected life is based on historical exercise experience The dividend yield assumption is based on the Corporations history and expectation of dividend payouts There were no options granted in 20i 3 or 20i 4

At December Si 20i 4 there was no unrecognized cost related to non-vested stock options granted under the Employee Stock Option Plan

Notes to Consolidated Financial Statements

IX Emp loyee Benefits cont

The following table summarizes restricted stock activity

20 1 4 2013

Weighted Average Weighted Average Number of Grant Date Number of Grant Date

Shares Fair Value Shares Fair Value

Balance beginning of year 8959 $ 4000 $ Granted 8959 4000 Forfeited (888) 4000 Earned and issued (2250) 4000 Balance end of period 5821 $ 4000 8959 $ 4000

The fair value of the restricted stock awards is amortized to compensation expense over the vesting period (forty months) and is based on the market price of the Corporations common stock at the date of grant multiplied by the number of shares granted that are expected to vest At the date of grant the par value of the shares granted was recorded in equity as a credit to common stock and a debit to paid-in capital The weighted-average grant date fair value of restricted stock granted during the year ended December 31 201 4 was $4000 per share or $358 thousand Stock-based compensation expense for restricted stock for the year ended December 31 201 3 was $90 thousand Stock-based compensation expense for restricted stock during the year ended December 31 201 4 was $1 29 thousand Unrecognized compensation expense for non-vested restricted stock awards was $139 thousand and is expected to be recognized over a weighted average period of 34 months

X Related Party Transactions

The Bank has entered into transactions with certain directors executive officers significant stockholders and their affiliates or associshyates (related parties) Such transactions were made in the ordinary course of business on substantially the same terms and conditions including interest rate and collateral as those prevailing at the same tirne for comparable transactions with other customers and did not in the opinion of management involve more than normal credit risk or present other unfavorable features

Annual loan activity consisted of the following (Dollars in thousands

20 1 4 2013

Beginning balance $ 1 1 29 $ 1 1 63 New Joansadvances 1 94 46 Repayments (245) (80) Ending balance $ 1 078 $ 1 1 29

Deposits from related parties held by the Bank at December 31 201 4 and 201 3 amounted to $32 million and $37 million respectively

middot middot

XI Commitments and Contingencies

In the normal course of business the Bank makes various commitments and incurs certain contingent liabilities that are not reflected in the accompanying consolidated financial statements The credit risk associated with loan commitments and standby letters of credit is essentially the same as that involved with extending Joans to customers and is subject to the Banks credit policies Collateral or other security is normally not obtained for these financial instruments prior to their use and many of the commitments are expected to expire without being used

The following commitments existed at December 31 (Dollars in thousands

20 1 4 2013

Commitments to extend credit Fixed $ 33441 $ 26551 Variable 25597 24400

Standby letters of credit $ 483 $ 21 1

Notes to Consolidated Financial Statements

XII Reg u l atory M atters

The Bank is required to maintain average reserve balances with the Federal Reserve Bank based upon deposit levels and other facshytors The amount of those reserve balances for the years ended December Si 20i 4 and 20i 3 was approximately $i 00 thousand

Dividends are paid by the Corporation from its funds which are mainly provided by dividends from the Bank However national banking regulations and capital guidelines limit the amount of dividends that may be paid by banks

Banks and bank holding companies are subject to regulatory capital requirements administered by federal banking agencies Capital adequacy guidelines and additionally for banks prompt corrective action regulations involve quantitative measures of assets liabilities and certain off-balance-sheet items calculated under regulatory accounting practices Capital amounts and classificashytions are also subject to qualitative judgements by regulators Failure to meet capital requirements can initiate regulatory action Prompt corrective action provisions are not applicable to bank holding companies Furthermore the Banks regulators could require adjustments to regulatory capital not reflected in the financial statements

Prompt corrective action regulations provide five classifications well capitalized adequately capitalized undercapitalized significantly undercapitalized and critically undercapitalized although these terms are not used to represent overall financial condition If undershycapitalized capital distributions are limited as is asset growth and expansion and capital restoration plans are required

At December 3i 20i 4 the most recent notification from the Banks and Corporations regulator categorized the Bank as well capitalshyized under the regulatory framework for prompt corrective action To be categorized as well capitalized an institution must maintain minimum total risk-based Tier i risk-based and Tier i leverage ratios as set forth in the following tables There are no conditions or events since the notification that management believes have changed the Banks category The Banks and the consolidated Corporations actual capital amounts and ratios at December Si are presented in the table

Actual and required capital amounts and ratios are presented below at year-end (Dollars in thousands)

Minimum Minimum To Be For Capital Well-Capitalized

Actual Adequacy Purposes Under Bank Regulatory Capital Requirements

Amount Ratio Amount Ratio Amount Ratio 20 1 4 Total capital to risk weighted assets

Consolidated $ 56026 i 249 $ 35885 800 NIA NIA Bank 58957 i S i5 S5867 800 $ 448S4 i 000

Tier i (core) capital to risk weighted assets Consolidated 52i 2i i i 62 i 7942 400 NIA NIA Bank 55052 i 228 i 79S2 400 26898 600

Tier i (core) capital to average assets Consolidated 52 1 21 809 25768 400 NIA NIA Bank 55052 855 25908 400 S2i 94 500

20i3 Total capital to risk weighted assets

Consolidated $ 54577 i 289 $ S5995 800 NIA NIA Bank 56952 1S53 SS675 800 $ 42093 1 000

Tier 1 (core) capital to risk weighted assets Consolidated 5i S37 1 2 1 3 1 5931 400 NIA NIA Bank 5371 2 1 276 i 6838 400 25256 600

Tier 1 (core) capital to average assets Consolidated 5i 3S7 804 25306 400 NIA NIA Bank 537i 2 842 25675 400 31 895 500

Notes to Consolidated Financial Statements

XII I Earnings Per Share

The factors used in the earnings per share computation are as follows (Dollars in thousands except per share data)

20 1 4 2013 2012

Income Weighted- Per Share Income Weighted- Per Share Income Weighted- Per Share Average Amount Average Amount Average Amount Shares Shares Shares

Basic earnings per share Net income $ 1 050 1 048g23 $ 1 00 $ 976 1 043765 $ 94 $ 3622 1 352929 $ 268 Effect of assumed exercise

of stock options and restricted stock awards 1 831 9786 NIA

Diluted earnings per share Net income $ 1 050 1 050754 $ 1 00 $ 976 1 053551 $ 93 $ 3622 1 352g2g $ 268

Options to purchase 68500 68500 and 88998 shares of common stock were outstanding at December 31 201 4 201 3 and 201 2 but were not included in the computation of diluted EPS because the options exercise price was greater than the average market price of the common shares for each period

Notes to Consolidated Financial Statements

XIV Fair Val u e Measurements

ASC Topic 820 Fair Value Measurements defines fair value as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market parshyticipants at the measurement date Topic 820 also specifies a fair value hierarchy which requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value The standard describes three levels of inputs that may be used to measure fair value

Level i Quoted prices in active markets for identical assets Level 2 Observable inputs other than Level i prices such

as quoted prices for similar assets quoted prices in markets that are not active or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities

Level 3 Unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets

Following is a description of the valuation methodologies and inputs used for assets and liabilities measured at fair value on a recurring basis and recognized in the accompanying balance sheets as well as the general classification of such assets and liabilities pursuant to the valuation hierarchy

Securities Available for Sale

Securities classified as available for sale are reported at fairvalue utilizing Level 2 inputs Except for equity securities unadjusted quoted prices in active markets for identical assets are utilized to determine fair value at the measurement date which are conshysidered Level i inputs For all other securities the Corporation obtains fair value measurements from an independent pricing sershyvice The fair value measurements consider observable data that may include dealer quotes market spreads cash flows the US Treasuryyield curve live trading levels trade execution data market consensus prepayment speeds credit information and the bonds terms and conditions among other things

Certain financial assets and financial liabilities are measured at fair value on a nonrecurring basis that is the instruments are not measured at fair value on an ongoing basis but are subject to fair value adjustments in certain circumstances (for example when there is evidence of impairment) At December 3i 20i 3 other real estate owned measured at fair value was $7 5 million using a combination of observable inputs including recent appraisshyals and unobservable inputs based on customized discounting criteria Due to the significance of the unobservable inputs all other real estate owned fair values have been classified as Level 3 Rnancial assets and financial liabilities excluding impaired Joans measured at fair value on a nonrecurring basis were not significant at December 31 201 4 and 2013

The following tables summarize financial assets measured at fair value at December 31 segregated by the level of the valuation inputs within the fair value hierarchy utilized to measure fair value (Dollars in thousands)

Level 1 Level 2 Level 3 Total 20 1 4 Inputs Inputs Inputs Fair Value Recurring

$ Equity securities $ 456 $ $ 456 Securities available for sale $ $ i 27768 $ $ 1 27768

Nonrecurring $ Impaired Joans $ $ 1 069 $ 1 069

other real estate owned $ $ $ 3375 $ 3375

201 3 Recurring

$ $ Equity securities $ 2405 $ 2405 Securities available for sale $ $ i 4706i $ $ 1 4706i

Nonrecurring $ Impaired loans $ $ 91 6 $ 9 1 6

Other real estate owned $ $ $ 832 $ 832

Notes to Consolidated Financial Statements

XI Fair Value of Financial Instruments

The canying amount and fair value of the Corporations other financial instruments at December 31 are set forth below (Dollars in thousands)

Financial assets Cash and cash equivalents Restricted stock -Loans held for sale Loans net Accrued interest receivable

Financial liabilities Deposits Other borrowings Accrued interest payable

Commitments to orginate loans

Letters of credit

Lines of credit

Forward sale commitments

Carrying Amount

$ 2671 5 1 647 2432

405059 3369

$ 548940 3600

52

2014 201 3

Fair Value Carrying Amount

$ 2671 5 $ 36838 1 647 1 494 2432 5902

405027 377172 3369 2820

$ 51 3334 $ 549645 3600 4800

52 66

Fair Value

$ 36838 1 494 5902

377166 2820

$ 502487 4800

66

Notes to Consolidated Financial Statements

XV Fair Val u e of Financial Instrum ents cont

Nonrecurring Measurements Following is a description of the valuation methodologies and inputs used for assets measured at fair value on a nonrecurring basis and recognized in the accompanying balance sheets as well as the general classification of such assets pursuant to the valuation hierarchy For assets classified within Level 3 of the fair value hierarchy the process used to develop the reported fair value is described below

Other Real Estate Owned Other real estate owned (OREO) is carried at fair value Jess estimated cost to sell when the real estate is acquired Estimated fair value of OREO is based on appraisals or evaluations OREO is classified within Level 3 of the fair value hierarchy

Appraisals of OREO are obtained when the real estate is acquired and subsequently as deemed necessary by the Banks manageshyment Appraisals are reviewed for accuracy and consistency by the Bank Appraisers are selected from the list of approved appraisers maintained by management

Collateral-dependent Impaired Loans Net of ALLL The estimated fair value of collateral-dependent impaired Joans is based on the appraised fair value of the collateral Jess estimated cost to sell Collateral-dependent impaired Joans are classified within Level 3 of the fair value hierarchy

The Bank considers the appraisal or evaluation as the starting point for determining fair value and then considers other factors and events in the environment that may affect the fair value Appraisals of the collateral underlying collateral-dependent Joans are obtained when the loan is determined to be collateral-dependent and subsequently as deemed necessary by the Banks management Appraisals are reviewed for accuracy and consistency by the Bank Appraisers are selected from the list of approved appraisers mainshytained by management The appraised values are reduced by discounts to consider lack of marketability and estimated cost to sell if repayment or satisfaction of the Joan is dependent on the sale of the collateral These discounts and estimates are developed by the credit department by comparison to historical results

Notes to Consolidated Financial Statements

XV Fair Val ue of Financial Instruments cont

Unobservable (Level 3) Inputs The following table presents quantitahve information about unobservable inputs used in recurring and nonrecurring Level s fair value measurements other than goodwill (Dollars in thousands)

Other real estate owned

middot Collateral-dependent impaired loans

Other real estate owned

Collateral-dependent impaired loans

Fair Value at 123 114

$ 3375

$ 1 069

Fair Value at 123113

$ 832

$ 91 6

Sensitivity of Significant U nobservable Inputs The following is a discussion of the sensitivity of significant unobshyservable inputs the interrelationships between those inputs and other unobservable inputs used in recurring fair value measureshyment and of how those inputs might magnify or mitigate the effect of changes in the unobservable inputs on the fair value measurement

The following follows the Fair value table The following methods were used to estimate the fair value of all other financial instruments recognized in the accompanying balshyance sheet at amounts other than fair value

Cash and Cash Equivalents The carrying amount approximates fair value

Loans Held For Sale The carrying amount approximates fair value due to the insigshynificant time between origination and date of sale The carrying amount is the amount funded and accrued interest

Loans

Fair value is estimated by discounting the future cash flows using the market rates at which similar notes would be made to borshyrowers with similar credit ratings and for the same remaining maturities The market rates used are based on current rates the Bank would impose for similar loans and reflect a market parshyticipant assumption about risks associated with nonperformance illiquidity and the structure and term of the loans along with local economic and market conditions

Restricted Stock Fair value is estimated at book value due to restrictions that limit the sale or transfer of such securities

Valuation Unobservable Range Technique Inputs (Weighted

Market comparable Comparability Average)

properties adjustments () Not available

Market comparable Marketability properties discount 1 0 - 1 5 (1 2)

Valuation U nobservable Range Technique Inputs (Weighted

Market comparable Comparability Average)

properties adjustments () Not available

Market comparable Marketability properties discount 1 0 - 1 5 (1 2)

Accrued Interest Receivable and Payable

The carrying amount approximates fair value The carrying amount is determined using the interest rate balance and last payment date

Deposits and Other Borrowings Fair value of term deposits is estimated by discounting the future cash flows using rates of similar deposits with similar maturities The market rates used were obtained from a knowledgeable independent third party and reviewed by the Corporation The rates were the average of current rates offered by local competishytors of the bank subsidiaries

The estimated fair value of demand NOW savings money marshyket deposits and other borrowings is the book value since rates are regularly adjusted to market rates and amounts are payable on demand at the reporting date

Commitments to Originate Loans Forward Sale Commitments Letters of Credit and Lines of Credit The fair value of commitments to originate loans is estimated using the fees currently charged to enter into similar agreements taking into account the remaining terms of the agreements and the present creditworthiness of the counterparties For fixedshyrate loan commitments fair value also considers the difference between current levels of interest rates and the committed rates

The fair value of commitments to sell securities is estimated based on current market prices for securities of similar terms and credit quality

The fair values of letters of credit and lines of credit are based on fees currently charged for similar agreements or on the estimated cost to terminate or otherwise settle the obligations with the counterparties at the reporting date

Notes to Consolidated Financial Statements

XVI Accumul ated Comprehensive Income (Loss)

The components of accumulated other comprehensive income loss) included in stockholders equity are as follows (Dollars in thousands)

Net unrealized gains (Joss) on available for sale securities Tax effect Net-of-tax amount

20 1 4

$ 766 (260)

$ 506

2013

$ (871) 296

$ (575)

Amounts reclassified from accumulated other comprehensive income and the affected line items in the statements of income during the years ended December 31 were as follows

Affected line item in 20 1 4 2013 2012 the statements of

income

Net realized gains of Unrealized gains on securities available for sale $ 368 $ 434 $ 2084 sales of available for-sale

securities

Tax effect (1 26) (i 48) (709) Income taxes Total reclassification out of accumulated other comprehensive income $ 242 $ 286 $ 1 375 Net reclassified

amount

XVII Goodwill and Acquired Intangible Assets

The Corporations goodwill and intangible assets are as follows There was no Impairment of goodwill or intangible assets in 2014 or 2013 (Dollars in thousands)

20 1 4 2013

Goodwill $ 3265 $ 3265 Core deposit intangibles $ 1 805 $ 1 805 Non-compete agreement 375 375 Intangible assets 21 80 2 180 Less accumulated amortization 2 180 2090

Total intangible assets $ $ 90

Aggregate amortization expense for years ended December 31 2014 201 3 and 201 2 was $90 $181 and $1 80 thousand respectively

XVI II Subsequent Events

Management evaluated subsequent events through February 27 201 5 the date the consolidated financial statements were available to be issued Events or transactions occurring after December 31 2014 but prior to February 27 2015 that provided additional evidence about conditions that existed at December 31 2014 have been recognized in the consolidated financial statements for the year ended December 31 2014 Events or transactions that provided evidence about conditions that did not exist at December 31 201 4 but arose before the consolidated financial statements were available to be issued have not been recognized in the consolidated financial statements for the year ended December 31 2014

This information is an Integral part of the accompanying consolidated financial statements

Independent Auditors Report

CPAs amp Advisors

Board of Directors

NI Bancshares Corporation

Sycamore Illinois

We have audited the accompanying consolidated financial statements of NI Bancshares Corporation which comprise

the consolidated balance sheets as of December 3 1 2014 and 2013 and the related consolidated statements of income

comprehensive income (loss) stockholders equity and cash flows for the years ended December 3 1 2014 2013 and 2012 and the related notes to the consolidated financial statements

Managements Responsibility for the Financial Statements

Management is responsible for the preparation and fair presentation of these consolidated financial statements in accordance

with accounting principles generally accepted in the United States of America this includes the design implementation and

maintenance of internal control relevant to the preparation and fair presentation of consolidated financial statements that are

free from material misstatement whether due to fraud or error

Auditors Responsibility

Our responsibility is to express an opinion on these consolidated financial statements based on our audits We conducted our

audits in accordance with auditing standards generally accepted in the United States of America Those standards require that

we plan and perform the audit to obtain reasonable assurance about whether the consolidated financial statements are free from material misstatement

An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the consolidated

financial statements The procedures selected depend on the auditors judgment including the assessment of the risks of material misstatement of the consolidated financial statements whether due to fraud or error In making those risk

assessments the auditor considers internal control relevant to the Corporations preparation and fair presentation of the

consolidated financial statements in order to design audit procedures that are appropriate in the circumstances but not for

the purpose of expressing an opinion on the effectiveness of the Corporations internal control Accordingly we express no

such opinion An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of

significant accounting estimates made by management as well as evaluating the overall presentation of the consolidated

financial statements

We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion

Opinion In our opinion the consolidated financial statements referred to above present fairly in all material respects the financial position of NI Bancshares Corporation as of December 3 1 2014 and 2013 and the results of its operations and cash flows

for the years ended December 3 1 2014 2013 and 2012 in accordance with accounting principles generally accepted in the United States of America

Decatur Illinois February 27 2015

PRESID ENT I CEO Michael A Cullen

BUSI NESS BANKING Charles C Kaiser Senior Vice President - Business Banking

Michael A Hawley Senior Vice President - Senior Commercial Loan Officer

Grant M Goltz Vice President - Commercial Loan Officer

Lucas G Goucher Vice President - Commercial Loan Officer

Nicholas D Lee Vlce President - Commercial Loan Officer

Robert W Mason Vice President - Commercial Loan Officer

Timothy J Meyer Vice President - Commercial Loan Officer

Sheela Prahlad Vice President - Commercial Loan Officer

CREDIT D EPARTMENT

Karen A Kuppler Senior Vice President - Chief Credit Officer

Gerald W Brantner Vice President - Senior Collector

CONSUM ER BANKING RESIDENTIAL LENDING ORIGINATION

Mark R ODell Vice President - Senior Retail Loan Officer

CONS U M ER BANKING Bradley V Brown Senior Vice President - Consumer Banking (Security Officer)

Terrence M Duffy Senior Vice President - Consumer Banking Division Manager

Ishmael M McGhee Vice President - Consumer Banking Division Manager

Frank P Turza Vice President - Consumer Banking Division Manager

Directory of NBamp T

TRUST D EPARTMENT R David Van Buren Senior Vice President - Trust amp Investments

Stephen J Colianni Vice President -Trust Investment Officer

Stephen G Corcoran Vice President - Employee Benefits Manager

Karen J Daleo Vice President - Trust Tax Manager amp Assistant Secretary

James J Dombek Vice President - Personal Trust Manager amp Secretary

Kathryn J Johnson Vice President -Trust Administrator

Thomas M Sullivan Vice President - Trust Administrator

Carolyn S Swafford Vice President - Trust Administrator

FAR M SERVIC E DEPARTM ENT Scott R Pumroy Vice President - Farm Service Department Manager

OPERATIONS D EPARTMENT

Michelle R Carlson Vice President - Operations

Hien Van Do Vice President - Core Banking Systems Administrator

ACCOUNTING DEPARTM ENT David N McCoy Senior Vice President - Chief Financial Officer

BRAND amp MARKETING Tami J Armstrong Vice President - Brand amp Marketing

H U MAN RESOU RCES Samantha J Dailey Vice President - Human Resources

AUDITING DEPARTMENT Sarah M Taylor Vice President - Internal Audit

EXHIBIT 2A

NI BANCSHARES CORPORATIONS ORGANIZATIONAL CHART

NI BANCSHARES CORPORATIO N

230 W STATE ST SYCAMORE IL 601 78

State of Incorporation = Delaware

1 00

THE NATIONAL BAN K amp TRUST COMPANY OF SYCAMORE

230 W STATE ST SYCAMOR_E IL 601 78

hsults A list of branches for your depostorv nstftution NATIONAL BANK amp TRUST COMPANY OF SYCAMOftE THE (ID_RSSO 534345)

This depository fnstltutlon fs held by NI BANCSHARES CORPORATION (1827893) of SYCAMORE IL

The data are as of 12312014 Data reflects Information that was received and procMsed through 01072JJ1S

Reconciliation and YerfCtton Steps

1 In the Data Action column of each brmch row enter one or more of the actions specifild hilow 2 If required enter the date In the Effective te column

Actions

OK If the branch Information Is COfTect enter OK in the Data Action column

Chan1e If the branch Information Is incorrlCt or Incomplete revrse the data enter Change In the Data Action column and the date when this lnformaUon first beame valid Jn the Etfedive Oatbull column

Cose If a branch llsted was sold or closed enter dose In the Data Action column and thl ule or closure date In the Effective Date column Delete If a branch listed was never owned by th(s depository Institution enter Delltl In thl Oatbull Action column

Add lfa reportable branch Is missing Insert a row add the branch data and enter Add in thl Data Action column and the opening or acquisition date In the Effective Date laquo)lumn

If printing this lrst you may need to adjust your page setup in MS Excel Try uslng landscape orientation p1ae scaling andor liegal sl1ed pa pier

Submission Procedure

When you a finiihed send a savied copy to your FRB contact See the det1iled lmtructions on this site for more Information

If vou are ie-malllng this to your FRB contAct put your Institution name dtyand state In thie subjtct line of the e-mail

Note To satisfy the FR YmiddotlO portln1 rirements you must also submit FR Ymiddot10 Oomes-tic Branch Schedules for each bninch with a Ot Attlon of nae Close Deletl or Add

The FR fmiddotlO rieport may be submitted in a hardcopy format or via the FR Y-10 Online application middot httpsylOonlinefederalreservegov

bull FDIC UNINUM Office Number and ID_RSSD columns are for reference only Verification of these values Is not required

- Effecdw Ote Branch Service Type Bnnch ID Rssobull Popular Name Street Address City NATIONAL BANK amp TRUST COMPANY Of

OK Fun servlCI (Head Offitt) 53045 SYCAMORE THE 230 WEST STATE STREET SYCAMORE

OK Full Service 3310232 2290 SYCAMORE ROAD OfFICE 2290 SYCAMORE ROAD DEKALB

OK Full lce 3735255 BANCO NBampT BRANCH 1029 PLEASANT STREET DEKALB

OK Fullservice 354132 NSampT SQUARE BRANCH 130 WEST LINCOLN HIGHWAY DEKAlB

OK Full Service 3735246 ELBURN BRANCH 930 NORTH MAJN STREET ELBURN

OK Full Service 3310241 GENOA BRANCH 601 PEARSON DRIVE GfNOA

OK Full service 2192507 200 NORTH MAIN STREET OfFICE 200 NORTH MAIN STREET UtANO

OK full Service 4394873 SANDWlCH BRANCH 321 E OIURCH STREET SANDWlCH

OK Fullice 2D8577S SERENA BRANCH US HIGHWAY 52 SOMONAUK ROAD SERENA

OK Full Service 2431457 1425 DEKAl8 AVENUE BRANCH 1425 DEKALB AVENUE SYCAMORE

St1te

IL

IL

IL

IL

IL

IL

IL

IL

IL

IL

Zip Code Countv

60178 DEKALB

60US DEKALB

60115 DEKALB

60U5 DEKALB

60119 KANE

60135 DEKALB

60531 IASAllE

60548 DEKALB

60549 LA SAUE

60178 DEKALB

Country FDIC UNINUMbull Office Numberbull Hbullad Office Head Office ID_RSSD Comments

NATIONAL BANK amp TRUST COMPANY Of

UNITED STATES 6414 0 SYCAMORE THE 534345 NATIONAL BANK amp TRUST COMPANY OF

UNITED STATES 221714 2 SYCAMORE THE 534345 NATIONAL BANK amp TRUST COMPANY Of

UNITpound0 STATES 475977 9 SYCAMORE THE 534345

NATIONAL BANK amp TRUST COMPANY OF

UNITED STATES 10484 5 SYCAMORE THE 534345 NATIONAL BANK amp TRUST COMPANY OF

UNITED SfATES 475976 8 SYCAMORE THE 534345

NATIONAL BANK amp TRUST COMPANY OF

UNITED STATES 424666 4 SYCAMORE THE 534345 NATIONAL BANK amp TRUST COMPANY OF

UNITED STATES 237859 7 SYCAMOftE THE 534345 NATIONAL BANK amp TRUST COMPANY Of

UNITED STAttS 530108 10 SYCAMORE THE 534345 NATIONAL BANK amp TRUST COMPANY Of

UNITED STATES 2318S8 6 SYCAMORE THE 534345 NATIONAL BANK amp TRUST COMPANY OF

UN ITED STATES 264332 1 SYCAMORE THE 534345

Re ort Item 3 Securities Holders

FR Y-6

NI Bancshares Corporation

Sycamore IL

Fiscal Year Ending December 3 1 201 4

Current Securities Holders with ownership control or holdings of 5 or more with power to vote as-of fiscal year end

Securities Holders not listed in 3(1 )(a) through (3)(1 )(c) that had

ownership control or holdings of 5 or more with power to vote

during the fiscal year

(1 )(a)

Name amp Address (City

State Country)

James W Dutton

Tulsa OK USA

Jane Danielson

Freeport ME USA

Anne Pick

St Paul MN USA

(1 )(b)

Country of

Citizenship or

Incorporation

USA

USA

USA

(1 )(c) Number and

Percentage of Each

Class of Voting

Securities

62324 shares 594

84563 shares 806

88480 shares 843

(2)(a) (2)(b)

Country of

Name amp Address Citizenship or

(City State Country) Incorporation

(2)(c) Number and

Percentage of Each

Class of Voting

Securities

FA Y--6

NI Bancshares Corporation Sycamore ll

Ascal Year Ending December 311 2014

(1) (2) (3)(bull) (3)(b) (3)(o) (4)(bull) (4)(b) (4)(o) Percentage of List names of other companies

Percentage of Voting Securities Includeamp partnerships) If 25 or more Voting Securities ln Subsidiaries of voting securftles are held (list

Names amp Address Principal Occupation II other than Title amp Position with Title amp Position with Subsidiaries Title amp Position with Other Businesses Jn Holding (Include names names ol companies and percentage of

(City State Country) with Holding Company Holding Company (Include names of subsidiaries) (Include names ol other businesses) Company of subsidiaries) voting securltles held)

Michael A Cullen NIA Director President amp CEO Director President amp CEO NIA 018 None NIA Sycamore IL USA The National Bank amp Trust

Company of Sycamore

Richard N Anderson President - Anderson Director Director President 159 None Anderson Funeral Home Ltd (100) DeKalb JL USA Funeral Home Ltd The Natrona[ Bank amp Trust Anderson Funeral Home Ltd

Company of Sycamore

John H Boles NIA Director Retired Trust Officer NIA 149 None NIA Sycamore IL USA The National Bank amp Trust

Company of Sycamore

Evelina J Cichy Retired Vice President of Instruction Director Director NA 015 None NIA DeKalb IL USA Klshwaukee College The Natrona Bank amp Trust

Company of Sycamore

James W Dutton CFO Macrosolva lnc Chairman of the Board Chairman of the Board CFO Macrosolve lnc 594 None NIA Tulsa OK USA The Natonal Bank amp Trust

Company of Sycamore

Robert B Johnson Partner - Johnson Farms Director Director Partner 063 None Johnson Farms (40) DeKalb IL USA The National Bank amp Trust Johnson Farms

Company of Sycamore

Robert C Johnson NIA Director Director NIA 034 None NIA DeKalb IL USA The National Bank amp Trust

Company of Sycamore

Kevin P Poorten President amp CEO - Kish Health Syse Director Director NA 005 None NIA DeKalb IL USA The National Bank amp Trust

Company of Sycamore

Douglas C Roberts Private Investor Director Director PresidentmiddotZea mays Holdings LLC 382 None Zea mays Holdngs LLC (100) Sycamore IL USA The National Bank amp Trust

Company of Sycamore

Tmothy P Suter President amp CEO - Suter Company Director Director NA 002 None NIA Sycamore IL USA The Natlonal Bank amp Trust

Company of Sycamore

Report lem 4 Insiders -PAGE 2 of 2

Tami Armstrong NIA NIA VP Brand amp Marketng NIA 0005 None NIA Sycamore IL USA The Natonal Bank amp Trust

Company of Sycamore

Bradley V Brown NIA NIA SVP Consumer Banking NIA 0004 None NIA DeKalb IL USA The Natlonal Bank amp Trust

Company of Sy9amore

Michelle Carlson NIA NIA VP Operallons NIA 0004 None NIA SuQar Grove IL USA The National Bank amp Trust

Company of Sycamore

Sa_111antha J Dalley NIA NIA VP Human Resources NIA 0003 None NIA Sycamore IL USA The National Bank amp Trust

Company of Sycamore

James Dombek NIA NIA VP Personal Trust Manager NIA 0002 None NIA Sycamore IL USA The National Bank amp Trust

Company of Sycamore

Michael Hawley Geneva IL USA NIA NIA Sr VP Sr Commercial Loan Officer NIA 0005 None NIA

The Natfonal Bank amp Trust Company of Sycamore

Charles C Kaiser NIA NIA Sr VP Senior Lending Officer NIA 0007 None NIA Sycamore IL USA The National Bank amp Trust

Company of Sycamore

Karen Kupper NIA NIA SVP Chief Credit Offcer NIA 0003 None NIA Hinkley IL USA The Natonal Bank amp Trust

Company of Sycamore

Davld N McCoy NIA Treasurer SVP Chief Flnanclitl Officer NIA 0006 None NIA South Elgin IL USA The Natlonal Bank amp Trust

Company of Sycamore

Mark ODell NIA NIA VP Sr Residentlal loan Officer NIA 0000 None NIA Aurora IL USA The National Bank amp Trust

Company of Sycamore

A David VanBuren NIA NIA SVP Trust amp Investments NIA 0005 None NIA Sycamore IL USA The National Bank amp Trust

Company of Sycamore

  • FR Y-6 Cover Page
  • Report Item 1 Annual Report to Shareholders
  • Report Item 2a Organization Chart
  • Report Item 2b Domestic Branch Listing
  • Report Item 3 Securities Holders
  • Report Item 4 Insiders
Page 17: Annual Report of Holding Companies-FR Y-6/media/others/banking/...consistent and deliberate in implementing our strategic initiatives. In addition to our loan growth, our trust assets

Notes to Consolidated Financial Statements

II Securities

Amortized cost and fair values of securities classified as available for sale with gross unrealized gains and losses at December 31 are summarized as follows (Dollars in thousands)

US Obligations of US Government- States and Political Certificates Equity Total

Treasury Sponsored Entities Subdivisions of Deposit Securities Securities

2014 Amortized cost $ 1 4470 $ 7981 6 $ 31 728 $ 988 $ 456 $ 1 27458 Gross unrealized gains 2 536 694 1 232 Gross unrealized losses (28) (233) (205) (466)

Fair value $ 1 4444 $ 80 1 1 9 $ 32217 $ 988 $ 456 $ 1 28224

2013 Amortized cost $ 1 5007 $ 94907 $ 37030 $ 988 $ 2406 $ 150338 Gross unrealized gains 1 0 1 1 7 854 981 Gross unrealized losses (2) (926) 924) (1 852)

Fair value $ 1 501 5 $ 94098 $ 36960 $ 988 $ 2406 $ 1 49467

The fair values of debt securities classified as available for sale by contractual maturity at December 31 2014 are as follows (Dollars in thousands)

1 year or l ess Over 1-5 years Over 5-10 years Over 1 0 years Total

US Treasury $ 5000 $ 9444 $ $ $ 1 4444

US government-sponsored entities 1 7057 47722 1 5340 80 1 1 9

Obligations of states and political subdivisions 3964 9859 1 8394 3221 7

Certificates of deposit 988 988

Total $ 26021 $ 6801 3 $ 33734 $ $1 27768

Expected maturities may differ from contractual maturities because the borrowers may have the right to call or prepay obligations with or without call or prepayment penalties Other equity securities include mutual funds which have no maturity date Securities with a market value of $1 220 million and $1 21 0 million at December 31 201 4 and 201 3 respectively are pledged to secure public deposits and other purposes as required or permitted by law

middot

Amortized cost gross reaiized gains gross realized losses and saies proceeds from available for sale securities sold matured or called at December 31 are summarized as follows (Dollars in thousands)

2014 2013 2012

Amortized cost $ 50689 $ 60072 $ 73995 Gross realized gains 546 435 2093 Gross realized losses (1 78) (1 ) (9) Proceeds $ 51 057 $ ousuo $ 70UJ

Notes to Consolidated Financial Statements

I I Securities cont

The following tabes present investments gross unrealized losses and fair value at December 31 aggregated by Investment category and length of time that Individual securities have been in a continuous unrealized loss position Dollars In thousands)

Less Than 12 Months 12 Months or More Total Fair Value Unrealized Loss Fair Value Unrealized Loss Fair Value U n realized Loss

2014 US Treasury $ 9444 $ (28) $ $ $ 9444 $ (28) US government-

sponsored entities i 7529 (43) i 5009 (i 90) 32538 (233) Obligations of states and

political subdivisions i 983 (i7) 6475 (i 88) 8458 (205) $ 28956 $ (88) $ 2i 484 $ (378) $ 50440 $ (466)

Less Than 12 Months 12 Months or More Total Fair Value Unrealized Loss Fair Value Unrealized Loss Fair Value Unrealized Loss 2013

US Treasury $ 3994 $ (2) $ $ $ 3994 $ (2)

US government-sponsored entities 7222i (926) 7222i (926)

Obligations of states and political subdivisions i 2042 (597) 3 i30 (327) i 5i 72 (924)

$ 88257 $ (i 525) $ 3i30 $ (327) $ 9i 387 $ (1 852)

At December 3i 20i 4 37 US Treasury US government-sponsored entities and obligations of states and political subdivisions securities have an unrealized loss with aggregate depreciation of less than one-quarter percent of the Corporations amortized cost basis Management views fluctuation in agencies as temporary market fluctuations There were i 9 securities with an unrealized loss for over i 2 months The fair value is expected to recover as the bonds approach maturity The nature and quality of these investments remain adequate and continue to have a Moodys rating of an A or above as required by Bank policy Management views the losses associated with US Treasury US government-sponsored entities and obligations of states and political subdivisions securities to also be temporary market fluctuations

Notes to Consolidated Financial Statements

III Loans

Classes ofoans at December 31 include (Dollars in thousands)

2014 2013

Construction and land development $ 1 4 199 $ 1 9798 Farmland 20488 1 7397 Residential real estate 1 1 5291 1 04873 Nonresidential real estate 1 37499 1 3501 4 Agricultural production 1 2530 1 2968 Commercial 45940 41 273 Loans to individuals 57280 42883 Other 5738 6206

Total Joans and leases $ 408965 $ 38041 2 Allowance for loan losses (3906) (3240)

Total loans and leases net $ 405059 $ 377 1 72

The Bank maintains lending policies and procedures designed to focus lending efforts on the type location and duration of loans most appropriate for its business model and markets The Banks principal lending activity is the origination of residential and commercial real estate loans commercial loans consumer loans and home equity lines of credit The primary lending market is located within the Illinois counties of DeKalb LaSalle and Kane Generally loans are collateralized by assets of the borrower and guaranteed by the principals of the borrowing entity

The Board of Directors reviews and approves the Banks lending policy on an annual basis Quarterly the Board reviews the allowance for loan losses and reports related to loan production loan quality concentrations of credit loan delinquencies and non-performing and potential problem loans

The Bank does not accrue interest on any asset which is maintained on a cash basis because of deterioration in the financial position of the borrower any asset for which payment in full of interest or principal is not expected or any asset upon which principal or interest has been in default for a period of ninety days or more unless it is both well secured and in the process of collection A non-accrual asset may be restored to an accrual status when none of its principal and interest is due and unpaid or when it otherwise becomes well secured and in the process of collection

The Bank periodically performs an independent loan review of outstanding loans through the use of an outside third party The primary objective of the independent loan review function is to ensure the maintenance of a quality loan portfolio and minimize the potential for Joan losses The Joan review engagement is responsible for reviewing a sample of existing loans for compliance with internal policies and procedures In addition to reviewing Joans for compliance the loan review analyzes the appropriateness and timeliness of risk grading and problem loan identification by loan officers

Notes to Consolidated Financial Statements

I l l Loans cont

The Corporation categorizes loans into risk categories based on relevant information about the ability of borrowers to service their debt such as current financial information historical payment experience credit documentation public information and current economic trends among other factors This analysis is performed on an annual basis at a minimum The Corporation uses the following definitions for risk ratings

Internal Risk Categories Loan grades are numbered i through 7 Grades i through 4 are considered pass grades The grade of 5 or Special Mention represents loans of lower quality and is considered criticized The grades of 6 or Substandard and 7 or Doubtful refer to assets that are classified The use and application of these grades by the bank will be uniform and shall conform to the banks policy

Pass (1) loans are of superior quality with excellent credit strength and repayment ability providing a nominal credit risk

Pass (2) loans are of above average credit strength and repayment ability providing only a minimal credit risk

Pass (3) loans of reasonable credit strength and repayment ability providing an average credit risk due to one or more underlying weaknesses

Pass (4) loans of the lowest acceptable credit strength and weakened repayment ability providing a cautionary credit risk due to one or more underlying weaknesses New borrowers are typically not underwrillen witl1in this classification

Special Mention (5) assets have potential weaknesses that deserve managements close attention If left uncorrected these potential weaknesses may result in deterioration of the repayment prospects for the asset or in the institutions credit position at some future date Special mention assets are not adversely classified and do not expose an institution to sufficient risk to warrant adverse classification Ordinarily special mention credits have characteristics which corrective management action would remedy

Substandard (6) loans are inadequately protected by the current sound worth and paying capacity of the obligor or of the collateral pledged if any Loans so classified must have a well-defined weakness or weaknesses that jeopardize the liquidation of the debt They are characterized by the distinct possibility that the Bank will sustain some loss if the deficiencies are not corrected

Doubtful (7) loans classified as doubtful have all the weaknesses inherent in those classified Substandard with the added characteristic that the weaknesses make collection or liquidation in full on the basis of current known facts conditions and values highly questionable and improbable

Risk characteristics applicable to each segment of the loan portfolio are described as follows

Residential 1 -4 Family The residential i -4 family real estate are generally secured by owner-occupied i -4 family residences Repayment of these loans is primarily dependent on the personal income and credit rating of the borrowers Credit risk in these loans can be impacted by economic conditions within the Banks market areas that might impact either property values or a borrowers personal income Risk is mitigated by the fact that the loans are of smaller individual amounts and spread over a large number of borrowers

Non-residential Real Estate Non-residential real estate loans typically involve larger principal amounts and repayment of these loans is generally dependent on the successful operations of the property securing the loan or the business conducted on the property securing the loan These loans are viewed primarily as cash flow loans and secondarily as loans secured by real estate Credit risk in these loans may be impacted by the creditworthiness of a borrower property values and the local economies in the Banks market areas

Construction and Land Development Real Estate Conshystruction and land development real estate loans are usually based upon estimates of costs and estimated value of the completed project and include independent appraisal reviews and a financial analysis of the developers and property owners Sources of repayment of these loans may include permanent loans sales of developed property or an interim loan commitment from the Bank until permanent financing is obtained These loans are considered to be higher risk than other real estate loans due to their ultimate repayment being sensitive to interest rate changes general economic conditions and the availability of long-term financing Credit risk in these loans may be impacted by the creditworthiness of a borrower property values and the local economies in the Banks market areas

Commercial The commercial portfolio includes loans to commercial customers for use in financing working capital needs equipment purchases and expansions The loans in this category are repaid primarily from the cash flow of a borrowers principal business operation Credit risk in these loans is driven by creditworthiness of a borrower and the economic conditions that impact the cash flow stability from business operations

Loans to individuals The consumer loan portfolio consists of various term and line of credit loans such as automobile loans and loans for other personal purposes Repayment for these types of loans will come from a borrowers income sources that are typically independent of the loan purpose Credit risk is driven by consumer economic factors (such as unemployment and general economic conditions in the Banks market area) and the creditworthiness of a borrower

Agricultural Production and Farmland Loans Agricultural production loans are generally comprised of seasonal operating lines to cash grain farmers to plant and harvest corn and soybeans and term loans to fund the purchase of equipment Farmland loans are primarily comprised of loans for the purchase of farmland Specific underwriting standards have been established for agricultural-related loans including the establishment of projections for each operating year base on industry developed estimates of farm input costs an expected commodity yields and prices Operating lines are typically written for one year and secured by the crop Loan-to-value ratios on Joans secured by farmland generally do not exceed 65 and have amortization periods limited to twenty-five years Federal government-assistance lending programs through the Farm Service Agency are used to mitigate the level of credit risk when deemed appropriate

Notes to Consolidated Financial Statements

The following table presents the credit risk profile of the Banks loan portfolio based on internal rating category and payment activity as of December 31 2014 and 2013 (Dollars in thousands)

Non Residential Residential Agricultural Loans-to

Construction Farmland Real Estate Real Estate Production Commercial Individuals Other

20 1 4 Loan Class Pass $ 1 1 274 $ 20488 $ 1 0941 2 $ 1 35059 $ 1 2530 $ 45386 $ 57280 $ 5738 Special mention 1 261 Substandard 2925 5879 1 1 79 554 Doubtful Total $ 1 4 1 99 $ 20488 $ 1 15291 $ 1 37499 $ 1 2530 $ 45940 $ 57280 $ 5738

201 3 Loan Class Pass $ 1 6327 $ 1 6505 $ 98646 $ 1 29428 $ 1 2 1 28 $ 38282 $ 42883 $ 6206 Special mention 892 5667 448 840 2503 Substandard 3471 560 5 138 488 Doubtful Total $ 1 9798 $ 1 7397 $ 1 04873 $ 1 3501 4 $ 1 2968 $ 41 273 $ 42883 $ 6206

The Bank evaluates the loan risk grading system definitions and allowance for loan loss methodology on an ongoing basis No significant changes were made to either during the past year

The accrual of interest on loans is discontinued at the time the loan is 90 days past due unless the credit is well-secured and in process of collection Past due status is based on contractual terms of the loan In all cases loans are placed on non-accrual or charged-off at the earlier date if collection of principal and interest is considered doubtful

All interest accrued but not collected for loans that are placed on non-accrual or charged-off is reversed against interest income The interest on these loans is accounted for on the cash-basis or cost-recovery method until qualifying for return to accrual Loans are returned to accrual status when all principal and interest amounts contractually due are brought current and future payments are reasonably assured

Notes to Consolidated Financial Statements

The following tables present the Corporation s loan portfolio aging analysis at December 31 (Dollars in thousands)

Non Residential Residential Agricultural Loans to

Construction Farmland Real Estate Real Estate Production Commercial Individuals Other Total

201 4 30-89 days past due $ $ $ 1 92 $ $ $ $ 707 $ 23 $ 922 90 days or greater

past due or nonaccrual 1 68 6327 551 92 2 7 140 Total past due and

nonaccrual 360 6327 551 799 25 8062 Current loans 1 4 1 99 20488 1 1 4931 1 31 1 72 1 2530 45389 56481 57 13 400903

Total loans receivable 1 4 1 99 20488 1 1 5291 1 37499 1 2530 45940 57280 5738 408965

Total loans 90 days or greater and accruing $ $ $ $ 571 1 $ $ $ 92 $ 2 $ 5805

2013 30-89 days past due $ $ $ 312 $ 57 $ $ $ 529 $ 28 $ 926 90 days or greater

past due or nonaccrual 770 4791 347 75 5983

Total past due and nonaccrual 1 082 4848 347 604 28 6909

Current loans 1 9798 1 7397 1 03791 1 301 66 1 2968 40926 42279 6 178 373503

Total loans receivable 1 9798 1 7397 1 04873 1 3501 4 1 2968 41273 42883 6206 38041 2

Total loans 90 days or greater and accruing $ $ $ 209 $ 3683 $ $ $ 75 $ $ 3977

A loan is considered impaired in accordance with the impairment accounting guidance (ASC 31 0-1 0-35-1 6) when based on current information and events it is probably the Corporation will be unable to collect all amounts due from the borrower in accordance with the contractual terms of the loan Impaired loans include non-performing commercial loans but also include loans modified in troubled debt restructurings where concessions have been granted to borrowers experiencing financial difficulties These concessions could include a reduction in the interest rate on the loan payment extensions forgiveness of principal forbearance or other actions intended to maximize collection

Included in certain loan categories in the impaired loans are troubled debt restructurings that were classified as impaired At December 31 201 4 and 201 3 the Corporation had $895 and $907 thousand respectively of commercial and non-residential real estate loans $76 and $76 thousand respectively in residential loans and $1 and $5 thousand respectively in consumer loans that were modified in troubled debt restructurings and impaired and that were performing in accordance with their modified terms

When economic concessions have been granted to borrowers who have experienced financial difficulties the loan is considered a troubled debt restructuring These concessions typically result from our loss mitigation activities and could include reductions in the interest rate payment extensions forgiveness of principal forbearance or other actions Troubled debt restructurings are considered impaired at the time of restructuring and typically are returned to accrual status after considering the borrowers sustained repayment performance as agreed for a reasonable period of at least six months or once the granted concessions have ended or are no longer applicable

As of December 31 201 4 and 201 3 the Bank had troubled debt restructurings all modification of payment terms with a recorded balance at original cost of $895 and $907 thousand respectively and consists of four commercial and non-residential real estate loans for both years which are all performing in accordance with the modified terms of the loan All four loans were added as troubled debt restructuring during the fourth quarter of 201 3 There was no difference between pre-modification and post-modification balances As of December 31 201 4 and 2013 the loans totaling $895 and $907 thousand respectively are on non-accrual and considered impaired by the Bank Based on the fair value of the collateral specific reserves required on the loans totaled $108 and $98 thousand as of December 31 201 4 and 2013 respectively During the years ended December 31 201 4 and 2013 there were no defaults of loans that had been modified as a troubled debt restructuring in the 1 2 month period prior to default

Notes to Consolidated Financial Statements I l l Loans cont

The following tables present the impaired loan balances (loans on non-accrual status) at December 31 (Dollars in thousands)

Non Residential Residential

Real Real Agricultural Loans to

Construction Farmland Estate Estate Production Commercial Individuals Other

20 1 4 Loans with out a specific

valuation al lowance Recorded balance $ $ $ 92 $ $ $ 487 $ $ Unpaid principal balance 92 487 Specific allowance Average investment in

impaired loans 278 4 1 99 1 02

Loans with a specific valuation al lowance

Recorded balance $ $ $ 76 $ 61 6 $ 63 Unpaid principal balance 76 61 6 63 Specific allowance 66 1 08 31 Average investment in

impaired loans 369 1 1 48 694

Total loans receivab l e Total Recorded balance $ $ $ 1 68 $ 61 6 $ $ 551 $ $ $ 1 335 Unpaid principal balance $ $ $ 1 68 $ 61 6 $ $ 551 $ $ $ 1 335 Specific allowance $ $ $ 66 $ 1 08 $ $ 31 $ $ $ 205 Average investment in

impaired Joans $ $ $ 648 $ 5346 $ $ 796 $ $ $ 6790

2013 Loans without a specific

valuation al lowance Recorded balance $ $ $ 299 $ 1 098 $ $ $ $ Unpaid principal balance 299 1 098 Specific allowance Average investment in

impaired loans 4037 280 5226 1 7 12

Loans with a specific valuation al lowance

Recorded balance $ $ $ 261 $ $ 347 Unpaid principal balance 261 347 Specific allowance 1 1 2 1 07 Average investment in

impaired loans 306 8201 530

Total loans receiva ble Total

Recorded balance $ $ $ 560 $ 1 098 $ $ 347 $ $ $ 2005 Unpaid principal balance $ $ $ 560 $ 1 098 $ $ 347 $ $ $ 2005 Specific allowance $ $ $ 1 1 2 $ $ $ 1 07 $ $ $ 219 Average investment in

impaired Joans $ 4037 $ $ 586 $1 3427 $ $ 2242 $ $ $ 20292

There was no Interest income recognized on a cash basis or accrual basis for 2014 or 2013 on impaired loans

Notes to Consolidated Financial Statements

Ill Loans cont

The following tables present the balance in the allowance for loan losses and the recorded investment in loans based on portfolio segment and impairment methods at December 31 (Dollars in thousands)

Non Residential Residential Agricultural Loans to Other

Construction Farmland Real Estate Real Estate Production Commercial Individuals Loans Unallocated Total

20 1 4 Allowance for loan losses Balance beginning of year $ 473 $ i 9 $ 700 $ i 32i $ i 4 $ 56i $ i 22 $ 30 $ - $ 3241 Provision charged to

expense (289) 68 762 (27) 2i (96) 699 2 i 2 i 351 Losses charged off (324) (i 79) (7i) (270) (i32) (971 Recoveries 34 49 i 3 i 8 i 55 23 29 Balance end of year $ 2i8 $ 87 $ i i 87 $ i i 28 $ 35 $ 4i 2 $ 706 $ i 33 $ - $ 3901

Ending balance individually evaluated for impairment $ $ $ 66 $ i 08 $ $ 3i $ $ $ - $ 20[

Ending balance collectively evaluated for impairment $ 2i 8 $ 87 $ i i 21 $ 1 020 $ 35 $ 381 $ 706 $ 1 33 $ - $ 370

Loans Ending balance $ 1 4 1 99 $20488 $1 1 5291 $ 1 37499 $ 1 2530 $45940 $ 57280 $ 5738 $ - $ 40896 Ending balance individually

evaluated for impairment $ $ $ i 68 $ 61 6 $ $ 551 $ $ $ - $ 1 33 Ending balance collectively

evaluated for impairment $14 i 99 $20488 $1 1 5 1 23 $ 1 36883 $ 1 2530 $45389 $57280 $ 5738 $ - $ 40763(

2013 Allowance for loan losses Balance beginning of year $ 243 $ 23 $ 848 $ 2040 $ 1 7 $ 456 $ 285 $ 7 $ 52 $ 397 Provision charged to

expense 230 (4) 378 1 077 (3) 630 (1 50) 1 37 (52) 224 Losses charged off (543) (i 830) (538) (203) (1 4 i ) (325t Recoveries 1 7 34 1 3 1 90 27 28

Balance end of year $ 473 $ 1 9 $ 700 $ i 32i $ i 4 $ 56i $ i 22 $ 30 $ - $ 324(

Ending balance individually evaluated for impairment $ $ $ 1 1 2 $ $ $ i 07 $ $ $ - $ 2if

Ending balance collectively evaluated for impairment $ 473 $ i 9 $ 588 $ 1 32i $ i 4 $ 454 $ i 22 $ 30 $ - $ 302middot

Loans Ending balance $i 9798 $1 7397 $i 04873 $ i 35014 $ 1 2968 $41 273 $ 42883 $ 6206 $ - $ 38041 Ending balance individually

evaluated for impairment $ $ $ 560 $ i 098 $ $ 347 $ $ $ - $ 200( Ending balance collectively

evaluated for impairment $i 9798 $ i 7397 $i 0431 3 $ i 339i 6 $ 1 2968 $40926 $42883 $ 6206 $ - $ 37840i

Notes to Consolidated Financial Statements

I I I Loans cont

Managements opinion as to the ultimate collectability of loans is subject to estimates regarding future cash flows from operations and the value of property real and personal pledged as collateral These estimates are affected by changing economic conditions and the economic prospects of borrowers

Allowance for Loan Losses The allowance for loan and lease losses (allowance) represents managements estimate of the reserve necessary to adequately account for probable losses that could ultimately be realized from current loan exposures In determining the adequacy of the allowshyance management relies predominately on a disciplined credit review and approval process The review process is directed by overall lending policy and is intended to identify at the earliest possible stage borrowers who might be facing financial difficulty

Loans for which it is probable that the Bank will not collect all principal and interest due according to the contractual terms are identishyfied as impaired The impairment for each applicable loan is quantified and specific loss exposures are allocated within the allowance Loans that are in non accrual status are generally considered impaired

A detailed analysis is performed on each loan that is not impaired but poses sufficient risk to warrant in-depth review These are loans that have been classified as substandard or are on the Banks internal watch list Due to the elevated risk inherent in these Joans management has determined that it is appropriate to quantify the potential loss within the pool of classified loans by estimating each loans collateral shortfall These collateral shortfall estimates are incorporated in the determination of the adequacy of the allowance

In estimating the risk of loss in the remaining portion of the loan portfolio identified as non-classified management establishes base Joss estimations which are derived from the historical Joss experience over the past three calendar years These base loss estimations are then adjusted after consideration ofnine different qualitative factors

Notes to Consolidated Financial Statements

IV Loan Servicing

Real estate loans serviced for others are not included in the accompanying consolidated balance sheets The risks inherent in mortgage servicing assets relate primarily to changes in prepayments that result from shifts in mortgage interest rates The unpaid principal balances of mortgage loans serviced for others was $3528 million and $3567 million at December 31 201 4 and 201 3 respectively The fair value of mortgage servicing rights at December 31 201 4 and 201 3 was approximately $31 million and $33 million respectively The fair value of servicing rights was determined using discount rates ranging from 950 to 1 000 percent and prepayment speeds principally ranging from 903 to 1 1 20 percent depending on the stratification of the specific right

The Corporation changed its method of amortizing mortgage servicing rights during 201 3 from the straight-line amortization method to a methodology based on anticipated prepayment assumptions Amortization expense for 2013 would have been $1 068 thousand if the straight-line method was used

Custodial escrow balances maintained in connection with the foregoing loan servicing and included in demand deposits were $37 million and $4 1 million at December 31 201 4 and 201 3 respectively

Following is a summary of the mortgage servicing rights capitalized and amortized (Dollars in thousands)

20 1 4 2013 2012

Balance beginning of year $ 2524 $ 21 83 $ 1 876 Mortgage servicing rights capitalized 331 847 1 31 9 Mortgage servicing rights amortized (408) 506) (1 01 2) Recorded balance end of year $ 2447 $ 2524 $ 21 83

Fair value end of year $ 31 38 $ 3273 $ 21 83

Notes to Consolidated Financial Statements

V Land Premises and Equipment

A summary of land premises and equipment by asset classification at December 31 is as follows (Dollars in thousands)

20 1 4 2013

Land $ 7895 $ 7895 Premises 1 7 697 1 8297 Furniture fixtures and equipment 7867 791 7 Vehicles 1 1 0 1 1 0

33569 34219 Accumulated depreciation (1 241 2) (1 2281) Land premises and equipment net $ 21 1 57 $ 21 938

Depreciation expense for the years ended December 31 201 4 201 3 and 201 2 was $1 4 million $1 4 million and $1 i million respectively Leasehold improvements are capitalized and depreciated using the straight-line method over the terms of the respective leases or the estimated useful lives of the improvements whichever is shorter Expected terms include lease option periods to the extent that the exercise of such options is reasonably assured

Pursuant to the terms of noncancelable lease agreements in effect at December 31 2014 pertwning to banking premises and equipment future minimum rent commitments under various operating leases are as follows for years ended December 31 (Dollars in thousands)

2015 2016 2017 201 8 2019 Thereafter Total

$ 303 $ 306 $ 1 91 $ 79 $ 79 $ 298 $ i 257

The leases contain options to extend for periods from five to 50 years The cost of exercising such options is not included above Total rent expense for the years ended December 31 201 4 201 3 and 201 2 amounted to approximately $336 $334 and $426 thousand respectively

Notes to Consolidated Financial Statements

VI Deposits

Time deposits greater than or equal to $100 thousand were $653 million and $723 million at December 31 201 4 and 201 3 respectively Interest expense on these deposits was $08 million $1 1 million and $1 4 million in 201 4 201 3 and 201 2 respectively

At December 31 2014 the scheduled maturities of time deposits are as follows (Dollars in thousands

2015 201 6 201 7 2018 2019 Total

$ 66577 $ 26867 $ 32074 $ 1 4084 $ 1 1 81 0 $ 1 51 41 2

Interest-bearing deposits at December 31 consist of the following (Dollars in thousands)

20 1 4

201 3

NOW and Money Market

$ 229355

$ 225263

Savings

$ 55301

$ 53326

Time $100000 and over

$ 65267

$ 72339

Time Other

$ 86145

$ 93065

Total

$ 436068

$ 443993

The aggregate amount of deposit overdrafts included in loans at December 31 201 4 and 201 3 was $244 and $1 91 thousand respectively

VII Borrowings

The Bank has the ability to borrow from the Federal Home Loan Bank with borrowings collateralized by first mortgage loans mulshytifamily and farmland loans under a blanket lien agreement in the amount of approximately $60 million Based on this collateral and the Banks holdings of FHLB stock the Bank is eligible to borrow up to approximately $38 million at year-end 201 4

During 201 2 and in conjunction with the purchase of 392663 treasury shares of stock the Corporation borrowed $6 million from a correspondent bank pursuant to a newly established line of credit The borrowings bear an interest rate equal to the lenders prime rate with a minimum rate of 325 At December 31 201 4 the rate was 325 and the balance outstanding was $36 million The Corporation was required to make quarterly interest-only payments on this line of credit through December 31 201 3 after which in addition to quarterly interest payments the Corporation must make equal annual principal payments of $1 2 million through December 31 201 7 when the line of credit matures There is no prepayment penalty associated with the borrowing should the Corporation decide to repay the debt prior to maturity

As of December 31 201 4 the Bank was not in compliance with one of the note covenants relating to annual return on assets The note contains certain covenants including financial covenants for the Bank which must be met at all times Should the Corporation or the Bank be found not compliant with them during the term of the note there are remedies the issuing financial institution shall have the right to enforce including that the note could become immediately due and payable The issuing financial institution has approved the noncompliance for the fourth quarter ended December 31 201 4

Notes to Consolidated Financial Statements

VI II I n come Taxes

Income taxes reflected in the consolidated statements of operations consist of the following (Dollars in thousands)

20 1 4 2013 Current payable

Federal $ 30 $ 96 State 80

Deferred tax benefit 60 1 96 Income tax expense $ 90 $ 372

The Corporations income tax expense beneflt) differed from the federal statutory rate of 34 as indicated in the following analysis

(Dollars in thousands)

20 1 4 2013

Tax based on statutory rate $ 388 $ 458 State taxes net of federal tax benefit (1 06) 53 Effect of tax-exempt income (31 0) (276) Other net 1 1 8 1 37 Income tax expense $ 90 $ 372

The Corporation has the following deferred tax assets and liabilities at December 31 (Dollars in thousands)

Deferred tax assets Deferred tax liabilities

Net deferred tax assets

20 1 4

$ 31 07 (2782)

$ 325

2013

$ 2982 (2637)

$ 345

2012

$ 1 234 727 (68)

$ 1 893

2012

$ 1 875 390 (31 4)

(58) $ 1 893

The components of deferred income taxes were principally related to the allowance for loan losses other real estate owned write-downs differences in amortization of core deposit intangible assets depreciation and mortgage servicing rights Deferred tax liabilities related to unrealized losses and gains on securities available for sale are $260 and $296 thousand at December 31 201 4 and 201 3 respectively

The Corporation files income tax returns in the US federal jurisdiction and the State of Illinois The Corporation is no longer subject to US federal or state income tax examination by tax authorities for years before 201 1

Notes to Consolidated Financial Statements

IX Employee Benefits

Substantially all employees are covered by a profit sharing plan The contribution determined in accordance with the provisions of the plan was $i 72 thousand $i 23 thousand and $207 thousand in 20i 4 20i 3 and 20i 2 respectively

Under the Corporations Employee Stock Option Plan the Corporation may grant options to its key employees for up to 1 00000 shares of common stock The exercise price of each option equals the market price of the Corporations stock on the date of grant and the options maximum term is ten years The vesting period is three years from the date of grant GAAP provisions require that compensation cost relating to share-based payment transactions be recognized in the financial statements with measurement based upon the fair value of the equity or liability instruments issued For the year ended December 3i 20i 2 the Corporation recognized $i i 3 thousand in compensation expense for stock options For the year ended December 3i 20i 3 the Corporation recognized $97 thousand in compensation expense for stock options For the year ended December 3i 20i 4 the Corporation recognized no compensation expense for stock options

The activity in the plan is summarized as follows

Outstanding at beginning of year Granted Exercised Forfeitedexpired Outstanding at end of year

Options exercisable at year-end

Non-vested options beginning of year Granted Vested Forfeitedexpired Non-vested options at year end

Shares

85998

(i 000)

84998

84998

20 1 4

Weighted Weighted Average Average

Exercise Price Contractual Term

$ 4762

3200

$ 4748

$ 4748

2 0 1 4

Number of Shares

8333

(8333)

(in years)

35

35

Weighted Average

Grant Date Fair Value

$ 3200

3200

$

2013

Weighted Weighted Shares Average Average

Exercise Price Contractual Term (in years)

88998 $ 4709

(667) 3200 (2333) 3747

85998 $ 4762 48

77665 $ 4929 4i

2013

Weighted

Number of Average

Grant Date Shares Fair Val u e

i 9333 $ 3200

(i 1 000) 3200

8333 $ 3200

The fair value of each option is estimated using Black-Scholes option-pricing model which requires the use of subjective valuation assumptions The expected volatility is based on historical volatility of the Corporations stock price The risk-free interest rates for periods within the contractual life of the awards are based on the US Treasury yield curve in effect at the time of the grant The expected life is based on historical exercise experience The dividend yield assumption is based on the Corporations history and expectation of dividend payouts There were no options granted in 20i 3 or 20i 4

At December Si 20i 4 there was no unrecognized cost related to non-vested stock options granted under the Employee Stock Option Plan

Notes to Consolidated Financial Statements

IX Emp loyee Benefits cont

The following table summarizes restricted stock activity

20 1 4 2013

Weighted Average Weighted Average Number of Grant Date Number of Grant Date

Shares Fair Value Shares Fair Value

Balance beginning of year 8959 $ 4000 $ Granted 8959 4000 Forfeited (888) 4000 Earned and issued (2250) 4000 Balance end of period 5821 $ 4000 8959 $ 4000

The fair value of the restricted stock awards is amortized to compensation expense over the vesting period (forty months) and is based on the market price of the Corporations common stock at the date of grant multiplied by the number of shares granted that are expected to vest At the date of grant the par value of the shares granted was recorded in equity as a credit to common stock and a debit to paid-in capital The weighted-average grant date fair value of restricted stock granted during the year ended December 31 201 4 was $4000 per share or $358 thousand Stock-based compensation expense for restricted stock for the year ended December 31 201 3 was $90 thousand Stock-based compensation expense for restricted stock during the year ended December 31 201 4 was $1 29 thousand Unrecognized compensation expense for non-vested restricted stock awards was $139 thousand and is expected to be recognized over a weighted average period of 34 months

X Related Party Transactions

The Bank has entered into transactions with certain directors executive officers significant stockholders and their affiliates or associshyates (related parties) Such transactions were made in the ordinary course of business on substantially the same terms and conditions including interest rate and collateral as those prevailing at the same tirne for comparable transactions with other customers and did not in the opinion of management involve more than normal credit risk or present other unfavorable features

Annual loan activity consisted of the following (Dollars in thousands

20 1 4 2013

Beginning balance $ 1 1 29 $ 1 1 63 New Joansadvances 1 94 46 Repayments (245) (80) Ending balance $ 1 078 $ 1 1 29

Deposits from related parties held by the Bank at December 31 201 4 and 201 3 amounted to $32 million and $37 million respectively

middot middot

XI Commitments and Contingencies

In the normal course of business the Bank makes various commitments and incurs certain contingent liabilities that are not reflected in the accompanying consolidated financial statements The credit risk associated with loan commitments and standby letters of credit is essentially the same as that involved with extending Joans to customers and is subject to the Banks credit policies Collateral or other security is normally not obtained for these financial instruments prior to their use and many of the commitments are expected to expire without being used

The following commitments existed at December 31 (Dollars in thousands

20 1 4 2013

Commitments to extend credit Fixed $ 33441 $ 26551 Variable 25597 24400

Standby letters of credit $ 483 $ 21 1

Notes to Consolidated Financial Statements

XII Reg u l atory M atters

The Bank is required to maintain average reserve balances with the Federal Reserve Bank based upon deposit levels and other facshytors The amount of those reserve balances for the years ended December Si 20i 4 and 20i 3 was approximately $i 00 thousand

Dividends are paid by the Corporation from its funds which are mainly provided by dividends from the Bank However national banking regulations and capital guidelines limit the amount of dividends that may be paid by banks

Banks and bank holding companies are subject to regulatory capital requirements administered by federal banking agencies Capital adequacy guidelines and additionally for banks prompt corrective action regulations involve quantitative measures of assets liabilities and certain off-balance-sheet items calculated under regulatory accounting practices Capital amounts and classificashytions are also subject to qualitative judgements by regulators Failure to meet capital requirements can initiate regulatory action Prompt corrective action provisions are not applicable to bank holding companies Furthermore the Banks regulators could require adjustments to regulatory capital not reflected in the financial statements

Prompt corrective action regulations provide five classifications well capitalized adequately capitalized undercapitalized significantly undercapitalized and critically undercapitalized although these terms are not used to represent overall financial condition If undershycapitalized capital distributions are limited as is asset growth and expansion and capital restoration plans are required

At December 3i 20i 4 the most recent notification from the Banks and Corporations regulator categorized the Bank as well capitalshyized under the regulatory framework for prompt corrective action To be categorized as well capitalized an institution must maintain minimum total risk-based Tier i risk-based and Tier i leverage ratios as set forth in the following tables There are no conditions or events since the notification that management believes have changed the Banks category The Banks and the consolidated Corporations actual capital amounts and ratios at December Si are presented in the table

Actual and required capital amounts and ratios are presented below at year-end (Dollars in thousands)

Minimum Minimum To Be For Capital Well-Capitalized

Actual Adequacy Purposes Under Bank Regulatory Capital Requirements

Amount Ratio Amount Ratio Amount Ratio 20 1 4 Total capital to risk weighted assets

Consolidated $ 56026 i 249 $ 35885 800 NIA NIA Bank 58957 i S i5 S5867 800 $ 448S4 i 000

Tier i (core) capital to risk weighted assets Consolidated 52i 2i i i 62 i 7942 400 NIA NIA Bank 55052 i 228 i 79S2 400 26898 600

Tier i (core) capital to average assets Consolidated 52 1 21 809 25768 400 NIA NIA Bank 55052 855 25908 400 S2i 94 500

20i3 Total capital to risk weighted assets

Consolidated $ 54577 i 289 $ S5995 800 NIA NIA Bank 56952 1S53 SS675 800 $ 42093 1 000

Tier 1 (core) capital to risk weighted assets Consolidated 5i S37 1 2 1 3 1 5931 400 NIA NIA Bank 5371 2 1 276 i 6838 400 25256 600

Tier 1 (core) capital to average assets Consolidated 5i 3S7 804 25306 400 NIA NIA Bank 537i 2 842 25675 400 31 895 500

Notes to Consolidated Financial Statements

XII I Earnings Per Share

The factors used in the earnings per share computation are as follows (Dollars in thousands except per share data)

20 1 4 2013 2012

Income Weighted- Per Share Income Weighted- Per Share Income Weighted- Per Share Average Amount Average Amount Average Amount Shares Shares Shares

Basic earnings per share Net income $ 1 050 1 048g23 $ 1 00 $ 976 1 043765 $ 94 $ 3622 1 352929 $ 268 Effect of assumed exercise

of stock options and restricted stock awards 1 831 9786 NIA

Diluted earnings per share Net income $ 1 050 1 050754 $ 1 00 $ 976 1 053551 $ 93 $ 3622 1 352g2g $ 268

Options to purchase 68500 68500 and 88998 shares of common stock were outstanding at December 31 201 4 201 3 and 201 2 but were not included in the computation of diluted EPS because the options exercise price was greater than the average market price of the common shares for each period

Notes to Consolidated Financial Statements

XIV Fair Val u e Measurements

ASC Topic 820 Fair Value Measurements defines fair value as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market parshyticipants at the measurement date Topic 820 also specifies a fair value hierarchy which requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value The standard describes three levels of inputs that may be used to measure fair value

Level i Quoted prices in active markets for identical assets Level 2 Observable inputs other than Level i prices such

as quoted prices for similar assets quoted prices in markets that are not active or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities

Level 3 Unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets

Following is a description of the valuation methodologies and inputs used for assets and liabilities measured at fair value on a recurring basis and recognized in the accompanying balance sheets as well as the general classification of such assets and liabilities pursuant to the valuation hierarchy

Securities Available for Sale

Securities classified as available for sale are reported at fairvalue utilizing Level 2 inputs Except for equity securities unadjusted quoted prices in active markets for identical assets are utilized to determine fair value at the measurement date which are conshysidered Level i inputs For all other securities the Corporation obtains fair value measurements from an independent pricing sershyvice The fair value measurements consider observable data that may include dealer quotes market spreads cash flows the US Treasuryyield curve live trading levels trade execution data market consensus prepayment speeds credit information and the bonds terms and conditions among other things

Certain financial assets and financial liabilities are measured at fair value on a nonrecurring basis that is the instruments are not measured at fair value on an ongoing basis but are subject to fair value adjustments in certain circumstances (for example when there is evidence of impairment) At December 3i 20i 3 other real estate owned measured at fair value was $7 5 million using a combination of observable inputs including recent appraisshyals and unobservable inputs based on customized discounting criteria Due to the significance of the unobservable inputs all other real estate owned fair values have been classified as Level 3 Rnancial assets and financial liabilities excluding impaired Joans measured at fair value on a nonrecurring basis were not significant at December 31 201 4 and 2013

The following tables summarize financial assets measured at fair value at December 31 segregated by the level of the valuation inputs within the fair value hierarchy utilized to measure fair value (Dollars in thousands)

Level 1 Level 2 Level 3 Total 20 1 4 Inputs Inputs Inputs Fair Value Recurring

$ Equity securities $ 456 $ $ 456 Securities available for sale $ $ i 27768 $ $ 1 27768

Nonrecurring $ Impaired Joans $ $ 1 069 $ 1 069

other real estate owned $ $ $ 3375 $ 3375

201 3 Recurring

$ $ Equity securities $ 2405 $ 2405 Securities available for sale $ $ i 4706i $ $ 1 4706i

Nonrecurring $ Impaired loans $ $ 91 6 $ 9 1 6

Other real estate owned $ $ $ 832 $ 832

Notes to Consolidated Financial Statements

XI Fair Value of Financial Instruments

The canying amount and fair value of the Corporations other financial instruments at December 31 are set forth below (Dollars in thousands)

Financial assets Cash and cash equivalents Restricted stock -Loans held for sale Loans net Accrued interest receivable

Financial liabilities Deposits Other borrowings Accrued interest payable

Commitments to orginate loans

Letters of credit

Lines of credit

Forward sale commitments

Carrying Amount

$ 2671 5 1 647 2432

405059 3369

$ 548940 3600

52

2014 201 3

Fair Value Carrying Amount

$ 2671 5 $ 36838 1 647 1 494 2432 5902

405027 377172 3369 2820

$ 51 3334 $ 549645 3600 4800

52 66

Fair Value

$ 36838 1 494 5902

377166 2820

$ 502487 4800

66

Notes to Consolidated Financial Statements

XV Fair Val u e of Financial Instrum ents cont

Nonrecurring Measurements Following is a description of the valuation methodologies and inputs used for assets measured at fair value on a nonrecurring basis and recognized in the accompanying balance sheets as well as the general classification of such assets pursuant to the valuation hierarchy For assets classified within Level 3 of the fair value hierarchy the process used to develop the reported fair value is described below

Other Real Estate Owned Other real estate owned (OREO) is carried at fair value Jess estimated cost to sell when the real estate is acquired Estimated fair value of OREO is based on appraisals or evaluations OREO is classified within Level 3 of the fair value hierarchy

Appraisals of OREO are obtained when the real estate is acquired and subsequently as deemed necessary by the Banks manageshyment Appraisals are reviewed for accuracy and consistency by the Bank Appraisers are selected from the list of approved appraisers maintained by management

Collateral-dependent Impaired Loans Net of ALLL The estimated fair value of collateral-dependent impaired Joans is based on the appraised fair value of the collateral Jess estimated cost to sell Collateral-dependent impaired Joans are classified within Level 3 of the fair value hierarchy

The Bank considers the appraisal or evaluation as the starting point for determining fair value and then considers other factors and events in the environment that may affect the fair value Appraisals of the collateral underlying collateral-dependent Joans are obtained when the loan is determined to be collateral-dependent and subsequently as deemed necessary by the Banks management Appraisals are reviewed for accuracy and consistency by the Bank Appraisers are selected from the list of approved appraisers mainshytained by management The appraised values are reduced by discounts to consider lack of marketability and estimated cost to sell if repayment or satisfaction of the Joan is dependent on the sale of the collateral These discounts and estimates are developed by the credit department by comparison to historical results

Notes to Consolidated Financial Statements

XV Fair Val ue of Financial Instruments cont

Unobservable (Level 3) Inputs The following table presents quantitahve information about unobservable inputs used in recurring and nonrecurring Level s fair value measurements other than goodwill (Dollars in thousands)

Other real estate owned

middot Collateral-dependent impaired loans

Other real estate owned

Collateral-dependent impaired loans

Fair Value at 123 114

$ 3375

$ 1 069

Fair Value at 123113

$ 832

$ 91 6

Sensitivity of Significant U nobservable Inputs The following is a discussion of the sensitivity of significant unobshyservable inputs the interrelationships between those inputs and other unobservable inputs used in recurring fair value measureshyment and of how those inputs might magnify or mitigate the effect of changes in the unobservable inputs on the fair value measurement

The following follows the Fair value table The following methods were used to estimate the fair value of all other financial instruments recognized in the accompanying balshyance sheet at amounts other than fair value

Cash and Cash Equivalents The carrying amount approximates fair value

Loans Held For Sale The carrying amount approximates fair value due to the insigshynificant time between origination and date of sale The carrying amount is the amount funded and accrued interest

Loans

Fair value is estimated by discounting the future cash flows using the market rates at which similar notes would be made to borshyrowers with similar credit ratings and for the same remaining maturities The market rates used are based on current rates the Bank would impose for similar loans and reflect a market parshyticipant assumption about risks associated with nonperformance illiquidity and the structure and term of the loans along with local economic and market conditions

Restricted Stock Fair value is estimated at book value due to restrictions that limit the sale or transfer of such securities

Valuation Unobservable Range Technique Inputs (Weighted

Market comparable Comparability Average)

properties adjustments () Not available

Market comparable Marketability properties discount 1 0 - 1 5 (1 2)

Valuation U nobservable Range Technique Inputs (Weighted

Market comparable Comparability Average)

properties adjustments () Not available

Market comparable Marketability properties discount 1 0 - 1 5 (1 2)

Accrued Interest Receivable and Payable

The carrying amount approximates fair value The carrying amount is determined using the interest rate balance and last payment date

Deposits and Other Borrowings Fair value of term deposits is estimated by discounting the future cash flows using rates of similar deposits with similar maturities The market rates used were obtained from a knowledgeable independent third party and reviewed by the Corporation The rates were the average of current rates offered by local competishytors of the bank subsidiaries

The estimated fair value of demand NOW savings money marshyket deposits and other borrowings is the book value since rates are regularly adjusted to market rates and amounts are payable on demand at the reporting date

Commitments to Originate Loans Forward Sale Commitments Letters of Credit and Lines of Credit The fair value of commitments to originate loans is estimated using the fees currently charged to enter into similar agreements taking into account the remaining terms of the agreements and the present creditworthiness of the counterparties For fixedshyrate loan commitments fair value also considers the difference between current levels of interest rates and the committed rates

The fair value of commitments to sell securities is estimated based on current market prices for securities of similar terms and credit quality

The fair values of letters of credit and lines of credit are based on fees currently charged for similar agreements or on the estimated cost to terminate or otherwise settle the obligations with the counterparties at the reporting date

Notes to Consolidated Financial Statements

XVI Accumul ated Comprehensive Income (Loss)

The components of accumulated other comprehensive income loss) included in stockholders equity are as follows (Dollars in thousands)

Net unrealized gains (Joss) on available for sale securities Tax effect Net-of-tax amount

20 1 4

$ 766 (260)

$ 506

2013

$ (871) 296

$ (575)

Amounts reclassified from accumulated other comprehensive income and the affected line items in the statements of income during the years ended December 31 were as follows

Affected line item in 20 1 4 2013 2012 the statements of

income

Net realized gains of Unrealized gains on securities available for sale $ 368 $ 434 $ 2084 sales of available for-sale

securities

Tax effect (1 26) (i 48) (709) Income taxes Total reclassification out of accumulated other comprehensive income $ 242 $ 286 $ 1 375 Net reclassified

amount

XVII Goodwill and Acquired Intangible Assets

The Corporations goodwill and intangible assets are as follows There was no Impairment of goodwill or intangible assets in 2014 or 2013 (Dollars in thousands)

20 1 4 2013

Goodwill $ 3265 $ 3265 Core deposit intangibles $ 1 805 $ 1 805 Non-compete agreement 375 375 Intangible assets 21 80 2 180 Less accumulated amortization 2 180 2090

Total intangible assets $ $ 90

Aggregate amortization expense for years ended December 31 2014 201 3 and 201 2 was $90 $181 and $1 80 thousand respectively

XVI II Subsequent Events

Management evaluated subsequent events through February 27 201 5 the date the consolidated financial statements were available to be issued Events or transactions occurring after December 31 2014 but prior to February 27 2015 that provided additional evidence about conditions that existed at December 31 2014 have been recognized in the consolidated financial statements for the year ended December 31 2014 Events or transactions that provided evidence about conditions that did not exist at December 31 201 4 but arose before the consolidated financial statements were available to be issued have not been recognized in the consolidated financial statements for the year ended December 31 2014

This information is an Integral part of the accompanying consolidated financial statements

Independent Auditors Report

CPAs amp Advisors

Board of Directors

NI Bancshares Corporation

Sycamore Illinois

We have audited the accompanying consolidated financial statements of NI Bancshares Corporation which comprise

the consolidated balance sheets as of December 3 1 2014 and 2013 and the related consolidated statements of income

comprehensive income (loss) stockholders equity and cash flows for the years ended December 3 1 2014 2013 and 2012 and the related notes to the consolidated financial statements

Managements Responsibility for the Financial Statements

Management is responsible for the preparation and fair presentation of these consolidated financial statements in accordance

with accounting principles generally accepted in the United States of America this includes the design implementation and

maintenance of internal control relevant to the preparation and fair presentation of consolidated financial statements that are

free from material misstatement whether due to fraud or error

Auditors Responsibility

Our responsibility is to express an opinion on these consolidated financial statements based on our audits We conducted our

audits in accordance with auditing standards generally accepted in the United States of America Those standards require that

we plan and perform the audit to obtain reasonable assurance about whether the consolidated financial statements are free from material misstatement

An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the consolidated

financial statements The procedures selected depend on the auditors judgment including the assessment of the risks of material misstatement of the consolidated financial statements whether due to fraud or error In making those risk

assessments the auditor considers internal control relevant to the Corporations preparation and fair presentation of the

consolidated financial statements in order to design audit procedures that are appropriate in the circumstances but not for

the purpose of expressing an opinion on the effectiveness of the Corporations internal control Accordingly we express no

such opinion An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of

significant accounting estimates made by management as well as evaluating the overall presentation of the consolidated

financial statements

We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion

Opinion In our opinion the consolidated financial statements referred to above present fairly in all material respects the financial position of NI Bancshares Corporation as of December 3 1 2014 and 2013 and the results of its operations and cash flows

for the years ended December 3 1 2014 2013 and 2012 in accordance with accounting principles generally accepted in the United States of America

Decatur Illinois February 27 2015

PRESID ENT I CEO Michael A Cullen

BUSI NESS BANKING Charles C Kaiser Senior Vice President - Business Banking

Michael A Hawley Senior Vice President - Senior Commercial Loan Officer

Grant M Goltz Vice President - Commercial Loan Officer

Lucas G Goucher Vice President - Commercial Loan Officer

Nicholas D Lee Vlce President - Commercial Loan Officer

Robert W Mason Vice President - Commercial Loan Officer

Timothy J Meyer Vice President - Commercial Loan Officer

Sheela Prahlad Vice President - Commercial Loan Officer

CREDIT D EPARTMENT

Karen A Kuppler Senior Vice President - Chief Credit Officer

Gerald W Brantner Vice President - Senior Collector

CONSUM ER BANKING RESIDENTIAL LENDING ORIGINATION

Mark R ODell Vice President - Senior Retail Loan Officer

CONS U M ER BANKING Bradley V Brown Senior Vice President - Consumer Banking (Security Officer)

Terrence M Duffy Senior Vice President - Consumer Banking Division Manager

Ishmael M McGhee Vice President - Consumer Banking Division Manager

Frank P Turza Vice President - Consumer Banking Division Manager

Directory of NBamp T

TRUST D EPARTMENT R David Van Buren Senior Vice President - Trust amp Investments

Stephen J Colianni Vice President -Trust Investment Officer

Stephen G Corcoran Vice President - Employee Benefits Manager

Karen J Daleo Vice President - Trust Tax Manager amp Assistant Secretary

James J Dombek Vice President - Personal Trust Manager amp Secretary

Kathryn J Johnson Vice President -Trust Administrator

Thomas M Sullivan Vice President - Trust Administrator

Carolyn S Swafford Vice President - Trust Administrator

FAR M SERVIC E DEPARTM ENT Scott R Pumroy Vice President - Farm Service Department Manager

OPERATIONS D EPARTMENT

Michelle R Carlson Vice President - Operations

Hien Van Do Vice President - Core Banking Systems Administrator

ACCOUNTING DEPARTM ENT David N McCoy Senior Vice President - Chief Financial Officer

BRAND amp MARKETING Tami J Armstrong Vice President - Brand amp Marketing

H U MAN RESOU RCES Samantha J Dailey Vice President - Human Resources

AUDITING DEPARTMENT Sarah M Taylor Vice President - Internal Audit

EXHIBIT 2A

NI BANCSHARES CORPORATIONS ORGANIZATIONAL CHART

NI BANCSHARES CORPORATIO N

230 W STATE ST SYCAMORE IL 601 78

State of Incorporation = Delaware

1 00

THE NATIONAL BAN K amp TRUST COMPANY OF SYCAMORE

230 W STATE ST SYCAMOR_E IL 601 78

hsults A list of branches for your depostorv nstftution NATIONAL BANK amp TRUST COMPANY OF SYCAMOftE THE (ID_RSSO 534345)

This depository fnstltutlon fs held by NI BANCSHARES CORPORATION (1827893) of SYCAMORE IL

The data are as of 12312014 Data reflects Information that was received and procMsed through 01072JJ1S

Reconciliation and YerfCtton Steps

1 In the Data Action column of each brmch row enter one or more of the actions specifild hilow 2 If required enter the date In the Effective te column

Actions

OK If the branch Information Is COfTect enter OK in the Data Action column

Chan1e If the branch Information Is incorrlCt or Incomplete revrse the data enter Change In the Data Action column and the date when this lnformaUon first beame valid Jn the Etfedive Oatbull column

Cose If a branch llsted was sold or closed enter dose In the Data Action column and thl ule or closure date In the Effective Date column Delete If a branch listed was never owned by th(s depository Institution enter Delltl In thl Oatbull Action column

Add lfa reportable branch Is missing Insert a row add the branch data and enter Add in thl Data Action column and the opening or acquisition date In the Effective Date laquo)lumn

If printing this lrst you may need to adjust your page setup in MS Excel Try uslng landscape orientation p1ae scaling andor liegal sl1ed pa pier

Submission Procedure

When you a finiihed send a savied copy to your FRB contact See the det1iled lmtructions on this site for more Information

If vou are ie-malllng this to your FRB contAct put your Institution name dtyand state In thie subjtct line of the e-mail

Note To satisfy the FR YmiddotlO portln1 rirements you must also submit FR Ymiddot10 Oomes-tic Branch Schedules for each bninch with a Ot Attlon of nae Close Deletl or Add

The FR fmiddotlO rieport may be submitted in a hardcopy format or via the FR Y-10 Online application middot httpsylOonlinefederalreservegov

bull FDIC UNINUM Office Number and ID_RSSD columns are for reference only Verification of these values Is not required

- Effecdw Ote Branch Service Type Bnnch ID Rssobull Popular Name Street Address City NATIONAL BANK amp TRUST COMPANY Of

OK Fun servlCI (Head Offitt) 53045 SYCAMORE THE 230 WEST STATE STREET SYCAMORE

OK Full Service 3310232 2290 SYCAMORE ROAD OfFICE 2290 SYCAMORE ROAD DEKALB

OK Full lce 3735255 BANCO NBampT BRANCH 1029 PLEASANT STREET DEKALB

OK Fullservice 354132 NSampT SQUARE BRANCH 130 WEST LINCOLN HIGHWAY DEKAlB

OK Full Service 3735246 ELBURN BRANCH 930 NORTH MAJN STREET ELBURN

OK Full Service 3310241 GENOA BRANCH 601 PEARSON DRIVE GfNOA

OK Full service 2192507 200 NORTH MAIN STREET OfFICE 200 NORTH MAIN STREET UtANO

OK full Service 4394873 SANDWlCH BRANCH 321 E OIURCH STREET SANDWlCH

OK Fullice 2D8577S SERENA BRANCH US HIGHWAY 52 SOMONAUK ROAD SERENA

OK Full Service 2431457 1425 DEKAl8 AVENUE BRANCH 1425 DEKALB AVENUE SYCAMORE

St1te

IL

IL

IL

IL

IL

IL

IL

IL

IL

IL

Zip Code Countv

60178 DEKALB

60US DEKALB

60115 DEKALB

60U5 DEKALB

60119 KANE

60135 DEKALB

60531 IASAllE

60548 DEKALB

60549 LA SAUE

60178 DEKALB

Country FDIC UNINUMbull Office Numberbull Hbullad Office Head Office ID_RSSD Comments

NATIONAL BANK amp TRUST COMPANY Of

UNITED STATES 6414 0 SYCAMORE THE 534345 NATIONAL BANK amp TRUST COMPANY OF

UNITED STATES 221714 2 SYCAMORE THE 534345 NATIONAL BANK amp TRUST COMPANY Of

UNITpound0 STATES 475977 9 SYCAMORE THE 534345

NATIONAL BANK amp TRUST COMPANY OF

UNITED STATES 10484 5 SYCAMORE THE 534345 NATIONAL BANK amp TRUST COMPANY OF

UNITED SfATES 475976 8 SYCAMORE THE 534345

NATIONAL BANK amp TRUST COMPANY OF

UNITED STATES 424666 4 SYCAMORE THE 534345 NATIONAL BANK amp TRUST COMPANY OF

UNITED STATES 237859 7 SYCAMOftE THE 534345 NATIONAL BANK amp TRUST COMPANY Of

UNITED STAttS 530108 10 SYCAMORE THE 534345 NATIONAL BANK amp TRUST COMPANY Of

UNITED STATES 2318S8 6 SYCAMORE THE 534345 NATIONAL BANK amp TRUST COMPANY OF

UN ITED STATES 264332 1 SYCAMORE THE 534345

Re ort Item 3 Securities Holders

FR Y-6

NI Bancshares Corporation

Sycamore IL

Fiscal Year Ending December 3 1 201 4

Current Securities Holders with ownership control or holdings of 5 or more with power to vote as-of fiscal year end

Securities Holders not listed in 3(1 )(a) through (3)(1 )(c) that had

ownership control or holdings of 5 or more with power to vote

during the fiscal year

(1 )(a)

Name amp Address (City

State Country)

James W Dutton

Tulsa OK USA

Jane Danielson

Freeport ME USA

Anne Pick

St Paul MN USA

(1 )(b)

Country of

Citizenship or

Incorporation

USA

USA

USA

(1 )(c) Number and

Percentage of Each

Class of Voting

Securities

62324 shares 594

84563 shares 806

88480 shares 843

(2)(a) (2)(b)

Country of

Name amp Address Citizenship or

(City State Country) Incorporation

(2)(c) Number and

Percentage of Each

Class of Voting

Securities

FA Y--6

NI Bancshares Corporation Sycamore ll

Ascal Year Ending December 311 2014

(1) (2) (3)(bull) (3)(b) (3)(o) (4)(bull) (4)(b) (4)(o) Percentage of List names of other companies

Percentage of Voting Securities Includeamp partnerships) If 25 or more Voting Securities ln Subsidiaries of voting securftles are held (list

Names amp Address Principal Occupation II other than Title amp Position with Title amp Position with Subsidiaries Title amp Position with Other Businesses Jn Holding (Include names names ol companies and percentage of

(City State Country) with Holding Company Holding Company (Include names of subsidiaries) (Include names ol other businesses) Company of subsidiaries) voting securltles held)

Michael A Cullen NIA Director President amp CEO Director President amp CEO NIA 018 None NIA Sycamore IL USA The National Bank amp Trust

Company of Sycamore

Richard N Anderson President - Anderson Director Director President 159 None Anderson Funeral Home Ltd (100) DeKalb JL USA Funeral Home Ltd The Natrona[ Bank amp Trust Anderson Funeral Home Ltd

Company of Sycamore

John H Boles NIA Director Retired Trust Officer NIA 149 None NIA Sycamore IL USA The National Bank amp Trust

Company of Sycamore

Evelina J Cichy Retired Vice President of Instruction Director Director NA 015 None NIA DeKalb IL USA Klshwaukee College The Natrona Bank amp Trust

Company of Sycamore

James W Dutton CFO Macrosolva lnc Chairman of the Board Chairman of the Board CFO Macrosolve lnc 594 None NIA Tulsa OK USA The Natonal Bank amp Trust

Company of Sycamore

Robert B Johnson Partner - Johnson Farms Director Director Partner 063 None Johnson Farms (40) DeKalb IL USA The National Bank amp Trust Johnson Farms

Company of Sycamore

Robert C Johnson NIA Director Director NIA 034 None NIA DeKalb IL USA The National Bank amp Trust

Company of Sycamore

Kevin P Poorten President amp CEO - Kish Health Syse Director Director NA 005 None NIA DeKalb IL USA The National Bank amp Trust

Company of Sycamore

Douglas C Roberts Private Investor Director Director PresidentmiddotZea mays Holdings LLC 382 None Zea mays Holdngs LLC (100) Sycamore IL USA The National Bank amp Trust

Company of Sycamore

Tmothy P Suter President amp CEO - Suter Company Director Director NA 002 None NIA Sycamore IL USA The Natlonal Bank amp Trust

Company of Sycamore

Report lem 4 Insiders -PAGE 2 of 2

Tami Armstrong NIA NIA VP Brand amp Marketng NIA 0005 None NIA Sycamore IL USA The Natonal Bank amp Trust

Company of Sycamore

Bradley V Brown NIA NIA SVP Consumer Banking NIA 0004 None NIA DeKalb IL USA The Natlonal Bank amp Trust

Company of Sy9amore

Michelle Carlson NIA NIA VP Operallons NIA 0004 None NIA SuQar Grove IL USA The National Bank amp Trust

Company of Sycamore

Sa_111antha J Dalley NIA NIA VP Human Resources NIA 0003 None NIA Sycamore IL USA The National Bank amp Trust

Company of Sycamore

James Dombek NIA NIA VP Personal Trust Manager NIA 0002 None NIA Sycamore IL USA The National Bank amp Trust

Company of Sycamore

Michael Hawley Geneva IL USA NIA NIA Sr VP Sr Commercial Loan Officer NIA 0005 None NIA

The Natfonal Bank amp Trust Company of Sycamore

Charles C Kaiser NIA NIA Sr VP Senior Lending Officer NIA 0007 None NIA Sycamore IL USA The National Bank amp Trust

Company of Sycamore

Karen Kupper NIA NIA SVP Chief Credit Offcer NIA 0003 None NIA Hinkley IL USA The Natonal Bank amp Trust

Company of Sycamore

Davld N McCoy NIA Treasurer SVP Chief Flnanclitl Officer NIA 0006 None NIA South Elgin IL USA The Natlonal Bank amp Trust

Company of Sycamore

Mark ODell NIA NIA VP Sr Residentlal loan Officer NIA 0000 None NIA Aurora IL USA The National Bank amp Trust

Company of Sycamore

A David VanBuren NIA NIA SVP Trust amp Investments NIA 0005 None NIA Sycamore IL USA The National Bank amp Trust

Company of Sycamore

  • FR Y-6 Cover Page
  • Report Item 1 Annual Report to Shareholders
  • Report Item 2a Organization Chart
  • Report Item 2b Domestic Branch Listing
  • Report Item 3 Securities Holders
  • Report Item 4 Insiders
Page 18: Annual Report of Holding Companies-FR Y-6/media/others/banking/...consistent and deliberate in implementing our strategic initiatives. In addition to our loan growth, our trust assets

Notes to Consolidated Financial Statements

I I Securities cont

The following tabes present investments gross unrealized losses and fair value at December 31 aggregated by Investment category and length of time that Individual securities have been in a continuous unrealized loss position Dollars In thousands)

Less Than 12 Months 12 Months or More Total Fair Value Unrealized Loss Fair Value Unrealized Loss Fair Value U n realized Loss

2014 US Treasury $ 9444 $ (28) $ $ $ 9444 $ (28) US government-

sponsored entities i 7529 (43) i 5009 (i 90) 32538 (233) Obligations of states and

political subdivisions i 983 (i7) 6475 (i 88) 8458 (205) $ 28956 $ (88) $ 2i 484 $ (378) $ 50440 $ (466)

Less Than 12 Months 12 Months or More Total Fair Value Unrealized Loss Fair Value Unrealized Loss Fair Value Unrealized Loss 2013

US Treasury $ 3994 $ (2) $ $ $ 3994 $ (2)

US government-sponsored entities 7222i (926) 7222i (926)

Obligations of states and political subdivisions i 2042 (597) 3 i30 (327) i 5i 72 (924)

$ 88257 $ (i 525) $ 3i30 $ (327) $ 9i 387 $ (1 852)

At December 3i 20i 4 37 US Treasury US government-sponsored entities and obligations of states and political subdivisions securities have an unrealized loss with aggregate depreciation of less than one-quarter percent of the Corporations amortized cost basis Management views fluctuation in agencies as temporary market fluctuations There were i 9 securities with an unrealized loss for over i 2 months The fair value is expected to recover as the bonds approach maturity The nature and quality of these investments remain adequate and continue to have a Moodys rating of an A or above as required by Bank policy Management views the losses associated with US Treasury US government-sponsored entities and obligations of states and political subdivisions securities to also be temporary market fluctuations

Notes to Consolidated Financial Statements

III Loans

Classes ofoans at December 31 include (Dollars in thousands)

2014 2013

Construction and land development $ 1 4 199 $ 1 9798 Farmland 20488 1 7397 Residential real estate 1 1 5291 1 04873 Nonresidential real estate 1 37499 1 3501 4 Agricultural production 1 2530 1 2968 Commercial 45940 41 273 Loans to individuals 57280 42883 Other 5738 6206

Total Joans and leases $ 408965 $ 38041 2 Allowance for loan losses (3906) (3240)

Total loans and leases net $ 405059 $ 377 1 72

The Bank maintains lending policies and procedures designed to focus lending efforts on the type location and duration of loans most appropriate for its business model and markets The Banks principal lending activity is the origination of residential and commercial real estate loans commercial loans consumer loans and home equity lines of credit The primary lending market is located within the Illinois counties of DeKalb LaSalle and Kane Generally loans are collateralized by assets of the borrower and guaranteed by the principals of the borrowing entity

The Board of Directors reviews and approves the Banks lending policy on an annual basis Quarterly the Board reviews the allowance for loan losses and reports related to loan production loan quality concentrations of credit loan delinquencies and non-performing and potential problem loans

The Bank does not accrue interest on any asset which is maintained on a cash basis because of deterioration in the financial position of the borrower any asset for which payment in full of interest or principal is not expected or any asset upon which principal or interest has been in default for a period of ninety days or more unless it is both well secured and in the process of collection A non-accrual asset may be restored to an accrual status when none of its principal and interest is due and unpaid or when it otherwise becomes well secured and in the process of collection

The Bank periodically performs an independent loan review of outstanding loans through the use of an outside third party The primary objective of the independent loan review function is to ensure the maintenance of a quality loan portfolio and minimize the potential for Joan losses The Joan review engagement is responsible for reviewing a sample of existing loans for compliance with internal policies and procedures In addition to reviewing Joans for compliance the loan review analyzes the appropriateness and timeliness of risk grading and problem loan identification by loan officers

Notes to Consolidated Financial Statements

I l l Loans cont

The Corporation categorizes loans into risk categories based on relevant information about the ability of borrowers to service their debt such as current financial information historical payment experience credit documentation public information and current economic trends among other factors This analysis is performed on an annual basis at a minimum The Corporation uses the following definitions for risk ratings

Internal Risk Categories Loan grades are numbered i through 7 Grades i through 4 are considered pass grades The grade of 5 or Special Mention represents loans of lower quality and is considered criticized The grades of 6 or Substandard and 7 or Doubtful refer to assets that are classified The use and application of these grades by the bank will be uniform and shall conform to the banks policy

Pass (1) loans are of superior quality with excellent credit strength and repayment ability providing a nominal credit risk

Pass (2) loans are of above average credit strength and repayment ability providing only a minimal credit risk

Pass (3) loans of reasonable credit strength and repayment ability providing an average credit risk due to one or more underlying weaknesses

Pass (4) loans of the lowest acceptable credit strength and weakened repayment ability providing a cautionary credit risk due to one or more underlying weaknesses New borrowers are typically not underwrillen witl1in this classification

Special Mention (5) assets have potential weaknesses that deserve managements close attention If left uncorrected these potential weaknesses may result in deterioration of the repayment prospects for the asset or in the institutions credit position at some future date Special mention assets are not adversely classified and do not expose an institution to sufficient risk to warrant adverse classification Ordinarily special mention credits have characteristics which corrective management action would remedy

Substandard (6) loans are inadequately protected by the current sound worth and paying capacity of the obligor or of the collateral pledged if any Loans so classified must have a well-defined weakness or weaknesses that jeopardize the liquidation of the debt They are characterized by the distinct possibility that the Bank will sustain some loss if the deficiencies are not corrected

Doubtful (7) loans classified as doubtful have all the weaknesses inherent in those classified Substandard with the added characteristic that the weaknesses make collection or liquidation in full on the basis of current known facts conditions and values highly questionable and improbable

Risk characteristics applicable to each segment of the loan portfolio are described as follows

Residential 1 -4 Family The residential i -4 family real estate are generally secured by owner-occupied i -4 family residences Repayment of these loans is primarily dependent on the personal income and credit rating of the borrowers Credit risk in these loans can be impacted by economic conditions within the Banks market areas that might impact either property values or a borrowers personal income Risk is mitigated by the fact that the loans are of smaller individual amounts and spread over a large number of borrowers

Non-residential Real Estate Non-residential real estate loans typically involve larger principal amounts and repayment of these loans is generally dependent on the successful operations of the property securing the loan or the business conducted on the property securing the loan These loans are viewed primarily as cash flow loans and secondarily as loans secured by real estate Credit risk in these loans may be impacted by the creditworthiness of a borrower property values and the local economies in the Banks market areas

Construction and Land Development Real Estate Conshystruction and land development real estate loans are usually based upon estimates of costs and estimated value of the completed project and include independent appraisal reviews and a financial analysis of the developers and property owners Sources of repayment of these loans may include permanent loans sales of developed property or an interim loan commitment from the Bank until permanent financing is obtained These loans are considered to be higher risk than other real estate loans due to their ultimate repayment being sensitive to interest rate changes general economic conditions and the availability of long-term financing Credit risk in these loans may be impacted by the creditworthiness of a borrower property values and the local economies in the Banks market areas

Commercial The commercial portfolio includes loans to commercial customers for use in financing working capital needs equipment purchases and expansions The loans in this category are repaid primarily from the cash flow of a borrowers principal business operation Credit risk in these loans is driven by creditworthiness of a borrower and the economic conditions that impact the cash flow stability from business operations

Loans to individuals The consumer loan portfolio consists of various term and line of credit loans such as automobile loans and loans for other personal purposes Repayment for these types of loans will come from a borrowers income sources that are typically independent of the loan purpose Credit risk is driven by consumer economic factors (such as unemployment and general economic conditions in the Banks market area) and the creditworthiness of a borrower

Agricultural Production and Farmland Loans Agricultural production loans are generally comprised of seasonal operating lines to cash grain farmers to plant and harvest corn and soybeans and term loans to fund the purchase of equipment Farmland loans are primarily comprised of loans for the purchase of farmland Specific underwriting standards have been established for agricultural-related loans including the establishment of projections for each operating year base on industry developed estimates of farm input costs an expected commodity yields and prices Operating lines are typically written for one year and secured by the crop Loan-to-value ratios on Joans secured by farmland generally do not exceed 65 and have amortization periods limited to twenty-five years Federal government-assistance lending programs through the Farm Service Agency are used to mitigate the level of credit risk when deemed appropriate

Notes to Consolidated Financial Statements

The following table presents the credit risk profile of the Banks loan portfolio based on internal rating category and payment activity as of December 31 2014 and 2013 (Dollars in thousands)

Non Residential Residential Agricultural Loans-to

Construction Farmland Real Estate Real Estate Production Commercial Individuals Other

20 1 4 Loan Class Pass $ 1 1 274 $ 20488 $ 1 0941 2 $ 1 35059 $ 1 2530 $ 45386 $ 57280 $ 5738 Special mention 1 261 Substandard 2925 5879 1 1 79 554 Doubtful Total $ 1 4 1 99 $ 20488 $ 1 15291 $ 1 37499 $ 1 2530 $ 45940 $ 57280 $ 5738

201 3 Loan Class Pass $ 1 6327 $ 1 6505 $ 98646 $ 1 29428 $ 1 2 1 28 $ 38282 $ 42883 $ 6206 Special mention 892 5667 448 840 2503 Substandard 3471 560 5 138 488 Doubtful Total $ 1 9798 $ 1 7397 $ 1 04873 $ 1 3501 4 $ 1 2968 $ 41 273 $ 42883 $ 6206

The Bank evaluates the loan risk grading system definitions and allowance for loan loss methodology on an ongoing basis No significant changes were made to either during the past year

The accrual of interest on loans is discontinued at the time the loan is 90 days past due unless the credit is well-secured and in process of collection Past due status is based on contractual terms of the loan In all cases loans are placed on non-accrual or charged-off at the earlier date if collection of principal and interest is considered doubtful

All interest accrued but not collected for loans that are placed on non-accrual or charged-off is reversed against interest income The interest on these loans is accounted for on the cash-basis or cost-recovery method until qualifying for return to accrual Loans are returned to accrual status when all principal and interest amounts contractually due are brought current and future payments are reasonably assured

Notes to Consolidated Financial Statements

The following tables present the Corporation s loan portfolio aging analysis at December 31 (Dollars in thousands)

Non Residential Residential Agricultural Loans to

Construction Farmland Real Estate Real Estate Production Commercial Individuals Other Total

201 4 30-89 days past due $ $ $ 1 92 $ $ $ $ 707 $ 23 $ 922 90 days or greater

past due or nonaccrual 1 68 6327 551 92 2 7 140 Total past due and

nonaccrual 360 6327 551 799 25 8062 Current loans 1 4 1 99 20488 1 1 4931 1 31 1 72 1 2530 45389 56481 57 13 400903

Total loans receivable 1 4 1 99 20488 1 1 5291 1 37499 1 2530 45940 57280 5738 408965

Total loans 90 days or greater and accruing $ $ $ $ 571 1 $ $ $ 92 $ 2 $ 5805

2013 30-89 days past due $ $ $ 312 $ 57 $ $ $ 529 $ 28 $ 926 90 days or greater

past due or nonaccrual 770 4791 347 75 5983

Total past due and nonaccrual 1 082 4848 347 604 28 6909

Current loans 1 9798 1 7397 1 03791 1 301 66 1 2968 40926 42279 6 178 373503

Total loans receivable 1 9798 1 7397 1 04873 1 3501 4 1 2968 41273 42883 6206 38041 2

Total loans 90 days or greater and accruing $ $ $ 209 $ 3683 $ $ $ 75 $ $ 3977

A loan is considered impaired in accordance with the impairment accounting guidance (ASC 31 0-1 0-35-1 6) when based on current information and events it is probably the Corporation will be unable to collect all amounts due from the borrower in accordance with the contractual terms of the loan Impaired loans include non-performing commercial loans but also include loans modified in troubled debt restructurings where concessions have been granted to borrowers experiencing financial difficulties These concessions could include a reduction in the interest rate on the loan payment extensions forgiveness of principal forbearance or other actions intended to maximize collection

Included in certain loan categories in the impaired loans are troubled debt restructurings that were classified as impaired At December 31 201 4 and 201 3 the Corporation had $895 and $907 thousand respectively of commercial and non-residential real estate loans $76 and $76 thousand respectively in residential loans and $1 and $5 thousand respectively in consumer loans that were modified in troubled debt restructurings and impaired and that were performing in accordance with their modified terms

When economic concessions have been granted to borrowers who have experienced financial difficulties the loan is considered a troubled debt restructuring These concessions typically result from our loss mitigation activities and could include reductions in the interest rate payment extensions forgiveness of principal forbearance or other actions Troubled debt restructurings are considered impaired at the time of restructuring and typically are returned to accrual status after considering the borrowers sustained repayment performance as agreed for a reasonable period of at least six months or once the granted concessions have ended or are no longer applicable

As of December 31 201 4 and 201 3 the Bank had troubled debt restructurings all modification of payment terms with a recorded balance at original cost of $895 and $907 thousand respectively and consists of four commercial and non-residential real estate loans for both years which are all performing in accordance with the modified terms of the loan All four loans were added as troubled debt restructuring during the fourth quarter of 201 3 There was no difference between pre-modification and post-modification balances As of December 31 201 4 and 2013 the loans totaling $895 and $907 thousand respectively are on non-accrual and considered impaired by the Bank Based on the fair value of the collateral specific reserves required on the loans totaled $108 and $98 thousand as of December 31 201 4 and 2013 respectively During the years ended December 31 201 4 and 2013 there were no defaults of loans that had been modified as a troubled debt restructuring in the 1 2 month period prior to default

Notes to Consolidated Financial Statements I l l Loans cont

The following tables present the impaired loan balances (loans on non-accrual status) at December 31 (Dollars in thousands)

Non Residential Residential

Real Real Agricultural Loans to

Construction Farmland Estate Estate Production Commercial Individuals Other

20 1 4 Loans with out a specific

valuation al lowance Recorded balance $ $ $ 92 $ $ $ 487 $ $ Unpaid principal balance 92 487 Specific allowance Average investment in

impaired loans 278 4 1 99 1 02

Loans with a specific valuation al lowance

Recorded balance $ $ $ 76 $ 61 6 $ 63 Unpaid principal balance 76 61 6 63 Specific allowance 66 1 08 31 Average investment in

impaired loans 369 1 1 48 694

Total loans receivab l e Total Recorded balance $ $ $ 1 68 $ 61 6 $ $ 551 $ $ $ 1 335 Unpaid principal balance $ $ $ 1 68 $ 61 6 $ $ 551 $ $ $ 1 335 Specific allowance $ $ $ 66 $ 1 08 $ $ 31 $ $ $ 205 Average investment in

impaired Joans $ $ $ 648 $ 5346 $ $ 796 $ $ $ 6790

2013 Loans without a specific

valuation al lowance Recorded balance $ $ $ 299 $ 1 098 $ $ $ $ Unpaid principal balance 299 1 098 Specific allowance Average investment in

impaired loans 4037 280 5226 1 7 12

Loans with a specific valuation al lowance

Recorded balance $ $ $ 261 $ $ 347 Unpaid principal balance 261 347 Specific allowance 1 1 2 1 07 Average investment in

impaired loans 306 8201 530

Total loans receiva ble Total

Recorded balance $ $ $ 560 $ 1 098 $ $ 347 $ $ $ 2005 Unpaid principal balance $ $ $ 560 $ 1 098 $ $ 347 $ $ $ 2005 Specific allowance $ $ $ 1 1 2 $ $ $ 1 07 $ $ $ 219 Average investment in

impaired Joans $ 4037 $ $ 586 $1 3427 $ $ 2242 $ $ $ 20292

There was no Interest income recognized on a cash basis or accrual basis for 2014 or 2013 on impaired loans

Notes to Consolidated Financial Statements

Ill Loans cont

The following tables present the balance in the allowance for loan losses and the recorded investment in loans based on portfolio segment and impairment methods at December 31 (Dollars in thousands)

Non Residential Residential Agricultural Loans to Other

Construction Farmland Real Estate Real Estate Production Commercial Individuals Loans Unallocated Total

20 1 4 Allowance for loan losses Balance beginning of year $ 473 $ i 9 $ 700 $ i 32i $ i 4 $ 56i $ i 22 $ 30 $ - $ 3241 Provision charged to

expense (289) 68 762 (27) 2i (96) 699 2 i 2 i 351 Losses charged off (324) (i 79) (7i) (270) (i32) (971 Recoveries 34 49 i 3 i 8 i 55 23 29 Balance end of year $ 2i8 $ 87 $ i i 87 $ i i 28 $ 35 $ 4i 2 $ 706 $ i 33 $ - $ 3901

Ending balance individually evaluated for impairment $ $ $ 66 $ i 08 $ $ 3i $ $ $ - $ 20[

Ending balance collectively evaluated for impairment $ 2i 8 $ 87 $ i i 21 $ 1 020 $ 35 $ 381 $ 706 $ 1 33 $ - $ 370

Loans Ending balance $ 1 4 1 99 $20488 $1 1 5291 $ 1 37499 $ 1 2530 $45940 $ 57280 $ 5738 $ - $ 40896 Ending balance individually

evaluated for impairment $ $ $ i 68 $ 61 6 $ $ 551 $ $ $ - $ 1 33 Ending balance collectively

evaluated for impairment $14 i 99 $20488 $1 1 5 1 23 $ 1 36883 $ 1 2530 $45389 $57280 $ 5738 $ - $ 40763(

2013 Allowance for loan losses Balance beginning of year $ 243 $ 23 $ 848 $ 2040 $ 1 7 $ 456 $ 285 $ 7 $ 52 $ 397 Provision charged to

expense 230 (4) 378 1 077 (3) 630 (1 50) 1 37 (52) 224 Losses charged off (543) (i 830) (538) (203) (1 4 i ) (325t Recoveries 1 7 34 1 3 1 90 27 28

Balance end of year $ 473 $ 1 9 $ 700 $ i 32i $ i 4 $ 56i $ i 22 $ 30 $ - $ 324(

Ending balance individually evaluated for impairment $ $ $ 1 1 2 $ $ $ i 07 $ $ $ - $ 2if

Ending balance collectively evaluated for impairment $ 473 $ i 9 $ 588 $ 1 32i $ i 4 $ 454 $ i 22 $ 30 $ - $ 302middot

Loans Ending balance $i 9798 $1 7397 $i 04873 $ i 35014 $ 1 2968 $41 273 $ 42883 $ 6206 $ - $ 38041 Ending balance individually

evaluated for impairment $ $ $ 560 $ i 098 $ $ 347 $ $ $ - $ 200( Ending balance collectively

evaluated for impairment $i 9798 $ i 7397 $i 0431 3 $ i 339i 6 $ 1 2968 $40926 $42883 $ 6206 $ - $ 37840i

Notes to Consolidated Financial Statements

I I I Loans cont

Managements opinion as to the ultimate collectability of loans is subject to estimates regarding future cash flows from operations and the value of property real and personal pledged as collateral These estimates are affected by changing economic conditions and the economic prospects of borrowers

Allowance for Loan Losses The allowance for loan and lease losses (allowance) represents managements estimate of the reserve necessary to adequately account for probable losses that could ultimately be realized from current loan exposures In determining the adequacy of the allowshyance management relies predominately on a disciplined credit review and approval process The review process is directed by overall lending policy and is intended to identify at the earliest possible stage borrowers who might be facing financial difficulty

Loans for which it is probable that the Bank will not collect all principal and interest due according to the contractual terms are identishyfied as impaired The impairment for each applicable loan is quantified and specific loss exposures are allocated within the allowance Loans that are in non accrual status are generally considered impaired

A detailed analysis is performed on each loan that is not impaired but poses sufficient risk to warrant in-depth review These are loans that have been classified as substandard or are on the Banks internal watch list Due to the elevated risk inherent in these Joans management has determined that it is appropriate to quantify the potential loss within the pool of classified loans by estimating each loans collateral shortfall These collateral shortfall estimates are incorporated in the determination of the adequacy of the allowance

In estimating the risk of loss in the remaining portion of the loan portfolio identified as non-classified management establishes base Joss estimations which are derived from the historical Joss experience over the past three calendar years These base loss estimations are then adjusted after consideration ofnine different qualitative factors

Notes to Consolidated Financial Statements

IV Loan Servicing

Real estate loans serviced for others are not included in the accompanying consolidated balance sheets The risks inherent in mortgage servicing assets relate primarily to changes in prepayments that result from shifts in mortgage interest rates The unpaid principal balances of mortgage loans serviced for others was $3528 million and $3567 million at December 31 201 4 and 201 3 respectively The fair value of mortgage servicing rights at December 31 201 4 and 201 3 was approximately $31 million and $33 million respectively The fair value of servicing rights was determined using discount rates ranging from 950 to 1 000 percent and prepayment speeds principally ranging from 903 to 1 1 20 percent depending on the stratification of the specific right

The Corporation changed its method of amortizing mortgage servicing rights during 201 3 from the straight-line amortization method to a methodology based on anticipated prepayment assumptions Amortization expense for 2013 would have been $1 068 thousand if the straight-line method was used

Custodial escrow balances maintained in connection with the foregoing loan servicing and included in demand deposits were $37 million and $4 1 million at December 31 201 4 and 201 3 respectively

Following is a summary of the mortgage servicing rights capitalized and amortized (Dollars in thousands)

20 1 4 2013 2012

Balance beginning of year $ 2524 $ 21 83 $ 1 876 Mortgage servicing rights capitalized 331 847 1 31 9 Mortgage servicing rights amortized (408) 506) (1 01 2) Recorded balance end of year $ 2447 $ 2524 $ 21 83

Fair value end of year $ 31 38 $ 3273 $ 21 83

Notes to Consolidated Financial Statements

V Land Premises and Equipment

A summary of land premises and equipment by asset classification at December 31 is as follows (Dollars in thousands)

20 1 4 2013

Land $ 7895 $ 7895 Premises 1 7 697 1 8297 Furniture fixtures and equipment 7867 791 7 Vehicles 1 1 0 1 1 0

33569 34219 Accumulated depreciation (1 241 2) (1 2281) Land premises and equipment net $ 21 1 57 $ 21 938

Depreciation expense for the years ended December 31 201 4 201 3 and 201 2 was $1 4 million $1 4 million and $1 i million respectively Leasehold improvements are capitalized and depreciated using the straight-line method over the terms of the respective leases or the estimated useful lives of the improvements whichever is shorter Expected terms include lease option periods to the extent that the exercise of such options is reasonably assured

Pursuant to the terms of noncancelable lease agreements in effect at December 31 2014 pertwning to banking premises and equipment future minimum rent commitments under various operating leases are as follows for years ended December 31 (Dollars in thousands)

2015 2016 2017 201 8 2019 Thereafter Total

$ 303 $ 306 $ 1 91 $ 79 $ 79 $ 298 $ i 257

The leases contain options to extend for periods from five to 50 years The cost of exercising such options is not included above Total rent expense for the years ended December 31 201 4 201 3 and 201 2 amounted to approximately $336 $334 and $426 thousand respectively

Notes to Consolidated Financial Statements

VI Deposits

Time deposits greater than or equal to $100 thousand were $653 million and $723 million at December 31 201 4 and 201 3 respectively Interest expense on these deposits was $08 million $1 1 million and $1 4 million in 201 4 201 3 and 201 2 respectively

At December 31 2014 the scheduled maturities of time deposits are as follows (Dollars in thousands

2015 201 6 201 7 2018 2019 Total

$ 66577 $ 26867 $ 32074 $ 1 4084 $ 1 1 81 0 $ 1 51 41 2

Interest-bearing deposits at December 31 consist of the following (Dollars in thousands)

20 1 4

201 3

NOW and Money Market

$ 229355

$ 225263

Savings

$ 55301

$ 53326

Time $100000 and over

$ 65267

$ 72339

Time Other

$ 86145

$ 93065

Total

$ 436068

$ 443993

The aggregate amount of deposit overdrafts included in loans at December 31 201 4 and 201 3 was $244 and $1 91 thousand respectively

VII Borrowings

The Bank has the ability to borrow from the Federal Home Loan Bank with borrowings collateralized by first mortgage loans mulshytifamily and farmland loans under a blanket lien agreement in the amount of approximately $60 million Based on this collateral and the Banks holdings of FHLB stock the Bank is eligible to borrow up to approximately $38 million at year-end 201 4

During 201 2 and in conjunction with the purchase of 392663 treasury shares of stock the Corporation borrowed $6 million from a correspondent bank pursuant to a newly established line of credit The borrowings bear an interest rate equal to the lenders prime rate with a minimum rate of 325 At December 31 201 4 the rate was 325 and the balance outstanding was $36 million The Corporation was required to make quarterly interest-only payments on this line of credit through December 31 201 3 after which in addition to quarterly interest payments the Corporation must make equal annual principal payments of $1 2 million through December 31 201 7 when the line of credit matures There is no prepayment penalty associated with the borrowing should the Corporation decide to repay the debt prior to maturity

As of December 31 201 4 the Bank was not in compliance with one of the note covenants relating to annual return on assets The note contains certain covenants including financial covenants for the Bank which must be met at all times Should the Corporation or the Bank be found not compliant with them during the term of the note there are remedies the issuing financial institution shall have the right to enforce including that the note could become immediately due and payable The issuing financial institution has approved the noncompliance for the fourth quarter ended December 31 201 4

Notes to Consolidated Financial Statements

VI II I n come Taxes

Income taxes reflected in the consolidated statements of operations consist of the following (Dollars in thousands)

20 1 4 2013 Current payable

Federal $ 30 $ 96 State 80

Deferred tax benefit 60 1 96 Income tax expense $ 90 $ 372

The Corporations income tax expense beneflt) differed from the federal statutory rate of 34 as indicated in the following analysis

(Dollars in thousands)

20 1 4 2013

Tax based on statutory rate $ 388 $ 458 State taxes net of federal tax benefit (1 06) 53 Effect of tax-exempt income (31 0) (276) Other net 1 1 8 1 37 Income tax expense $ 90 $ 372

The Corporation has the following deferred tax assets and liabilities at December 31 (Dollars in thousands)

Deferred tax assets Deferred tax liabilities

Net deferred tax assets

20 1 4

$ 31 07 (2782)

$ 325

2013

$ 2982 (2637)

$ 345

2012

$ 1 234 727 (68)

$ 1 893

2012

$ 1 875 390 (31 4)

(58) $ 1 893

The components of deferred income taxes were principally related to the allowance for loan losses other real estate owned write-downs differences in amortization of core deposit intangible assets depreciation and mortgage servicing rights Deferred tax liabilities related to unrealized losses and gains on securities available for sale are $260 and $296 thousand at December 31 201 4 and 201 3 respectively

The Corporation files income tax returns in the US federal jurisdiction and the State of Illinois The Corporation is no longer subject to US federal or state income tax examination by tax authorities for years before 201 1

Notes to Consolidated Financial Statements

IX Employee Benefits

Substantially all employees are covered by a profit sharing plan The contribution determined in accordance with the provisions of the plan was $i 72 thousand $i 23 thousand and $207 thousand in 20i 4 20i 3 and 20i 2 respectively

Under the Corporations Employee Stock Option Plan the Corporation may grant options to its key employees for up to 1 00000 shares of common stock The exercise price of each option equals the market price of the Corporations stock on the date of grant and the options maximum term is ten years The vesting period is three years from the date of grant GAAP provisions require that compensation cost relating to share-based payment transactions be recognized in the financial statements with measurement based upon the fair value of the equity or liability instruments issued For the year ended December 3i 20i 2 the Corporation recognized $i i 3 thousand in compensation expense for stock options For the year ended December 3i 20i 3 the Corporation recognized $97 thousand in compensation expense for stock options For the year ended December 3i 20i 4 the Corporation recognized no compensation expense for stock options

The activity in the plan is summarized as follows

Outstanding at beginning of year Granted Exercised Forfeitedexpired Outstanding at end of year

Options exercisable at year-end

Non-vested options beginning of year Granted Vested Forfeitedexpired Non-vested options at year end

Shares

85998

(i 000)

84998

84998

20 1 4

Weighted Weighted Average Average

Exercise Price Contractual Term

$ 4762

3200

$ 4748

$ 4748

2 0 1 4

Number of Shares

8333

(8333)

(in years)

35

35

Weighted Average

Grant Date Fair Value

$ 3200

3200

$

2013

Weighted Weighted Shares Average Average

Exercise Price Contractual Term (in years)

88998 $ 4709

(667) 3200 (2333) 3747

85998 $ 4762 48

77665 $ 4929 4i

2013

Weighted

Number of Average

Grant Date Shares Fair Val u e

i 9333 $ 3200

(i 1 000) 3200

8333 $ 3200

The fair value of each option is estimated using Black-Scholes option-pricing model which requires the use of subjective valuation assumptions The expected volatility is based on historical volatility of the Corporations stock price The risk-free interest rates for periods within the contractual life of the awards are based on the US Treasury yield curve in effect at the time of the grant The expected life is based on historical exercise experience The dividend yield assumption is based on the Corporations history and expectation of dividend payouts There were no options granted in 20i 3 or 20i 4

At December Si 20i 4 there was no unrecognized cost related to non-vested stock options granted under the Employee Stock Option Plan

Notes to Consolidated Financial Statements

IX Emp loyee Benefits cont

The following table summarizes restricted stock activity

20 1 4 2013

Weighted Average Weighted Average Number of Grant Date Number of Grant Date

Shares Fair Value Shares Fair Value

Balance beginning of year 8959 $ 4000 $ Granted 8959 4000 Forfeited (888) 4000 Earned and issued (2250) 4000 Balance end of period 5821 $ 4000 8959 $ 4000

The fair value of the restricted stock awards is amortized to compensation expense over the vesting period (forty months) and is based on the market price of the Corporations common stock at the date of grant multiplied by the number of shares granted that are expected to vest At the date of grant the par value of the shares granted was recorded in equity as a credit to common stock and a debit to paid-in capital The weighted-average grant date fair value of restricted stock granted during the year ended December 31 201 4 was $4000 per share or $358 thousand Stock-based compensation expense for restricted stock for the year ended December 31 201 3 was $90 thousand Stock-based compensation expense for restricted stock during the year ended December 31 201 4 was $1 29 thousand Unrecognized compensation expense for non-vested restricted stock awards was $139 thousand and is expected to be recognized over a weighted average period of 34 months

X Related Party Transactions

The Bank has entered into transactions with certain directors executive officers significant stockholders and their affiliates or associshyates (related parties) Such transactions were made in the ordinary course of business on substantially the same terms and conditions including interest rate and collateral as those prevailing at the same tirne for comparable transactions with other customers and did not in the opinion of management involve more than normal credit risk or present other unfavorable features

Annual loan activity consisted of the following (Dollars in thousands

20 1 4 2013

Beginning balance $ 1 1 29 $ 1 1 63 New Joansadvances 1 94 46 Repayments (245) (80) Ending balance $ 1 078 $ 1 1 29

Deposits from related parties held by the Bank at December 31 201 4 and 201 3 amounted to $32 million and $37 million respectively

middot middot

XI Commitments and Contingencies

In the normal course of business the Bank makes various commitments and incurs certain contingent liabilities that are not reflected in the accompanying consolidated financial statements The credit risk associated with loan commitments and standby letters of credit is essentially the same as that involved with extending Joans to customers and is subject to the Banks credit policies Collateral or other security is normally not obtained for these financial instruments prior to their use and many of the commitments are expected to expire without being used

The following commitments existed at December 31 (Dollars in thousands

20 1 4 2013

Commitments to extend credit Fixed $ 33441 $ 26551 Variable 25597 24400

Standby letters of credit $ 483 $ 21 1

Notes to Consolidated Financial Statements

XII Reg u l atory M atters

The Bank is required to maintain average reserve balances with the Federal Reserve Bank based upon deposit levels and other facshytors The amount of those reserve balances for the years ended December Si 20i 4 and 20i 3 was approximately $i 00 thousand

Dividends are paid by the Corporation from its funds which are mainly provided by dividends from the Bank However national banking regulations and capital guidelines limit the amount of dividends that may be paid by banks

Banks and bank holding companies are subject to regulatory capital requirements administered by federal banking agencies Capital adequacy guidelines and additionally for banks prompt corrective action regulations involve quantitative measures of assets liabilities and certain off-balance-sheet items calculated under regulatory accounting practices Capital amounts and classificashytions are also subject to qualitative judgements by regulators Failure to meet capital requirements can initiate regulatory action Prompt corrective action provisions are not applicable to bank holding companies Furthermore the Banks regulators could require adjustments to regulatory capital not reflected in the financial statements

Prompt corrective action regulations provide five classifications well capitalized adequately capitalized undercapitalized significantly undercapitalized and critically undercapitalized although these terms are not used to represent overall financial condition If undershycapitalized capital distributions are limited as is asset growth and expansion and capital restoration plans are required

At December 3i 20i 4 the most recent notification from the Banks and Corporations regulator categorized the Bank as well capitalshyized under the regulatory framework for prompt corrective action To be categorized as well capitalized an institution must maintain minimum total risk-based Tier i risk-based and Tier i leverage ratios as set forth in the following tables There are no conditions or events since the notification that management believes have changed the Banks category The Banks and the consolidated Corporations actual capital amounts and ratios at December Si are presented in the table

Actual and required capital amounts and ratios are presented below at year-end (Dollars in thousands)

Minimum Minimum To Be For Capital Well-Capitalized

Actual Adequacy Purposes Under Bank Regulatory Capital Requirements

Amount Ratio Amount Ratio Amount Ratio 20 1 4 Total capital to risk weighted assets

Consolidated $ 56026 i 249 $ 35885 800 NIA NIA Bank 58957 i S i5 S5867 800 $ 448S4 i 000

Tier i (core) capital to risk weighted assets Consolidated 52i 2i i i 62 i 7942 400 NIA NIA Bank 55052 i 228 i 79S2 400 26898 600

Tier i (core) capital to average assets Consolidated 52 1 21 809 25768 400 NIA NIA Bank 55052 855 25908 400 S2i 94 500

20i3 Total capital to risk weighted assets

Consolidated $ 54577 i 289 $ S5995 800 NIA NIA Bank 56952 1S53 SS675 800 $ 42093 1 000

Tier 1 (core) capital to risk weighted assets Consolidated 5i S37 1 2 1 3 1 5931 400 NIA NIA Bank 5371 2 1 276 i 6838 400 25256 600

Tier 1 (core) capital to average assets Consolidated 5i 3S7 804 25306 400 NIA NIA Bank 537i 2 842 25675 400 31 895 500

Notes to Consolidated Financial Statements

XII I Earnings Per Share

The factors used in the earnings per share computation are as follows (Dollars in thousands except per share data)

20 1 4 2013 2012

Income Weighted- Per Share Income Weighted- Per Share Income Weighted- Per Share Average Amount Average Amount Average Amount Shares Shares Shares

Basic earnings per share Net income $ 1 050 1 048g23 $ 1 00 $ 976 1 043765 $ 94 $ 3622 1 352929 $ 268 Effect of assumed exercise

of stock options and restricted stock awards 1 831 9786 NIA

Diluted earnings per share Net income $ 1 050 1 050754 $ 1 00 $ 976 1 053551 $ 93 $ 3622 1 352g2g $ 268

Options to purchase 68500 68500 and 88998 shares of common stock were outstanding at December 31 201 4 201 3 and 201 2 but were not included in the computation of diluted EPS because the options exercise price was greater than the average market price of the common shares for each period

Notes to Consolidated Financial Statements

XIV Fair Val u e Measurements

ASC Topic 820 Fair Value Measurements defines fair value as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market parshyticipants at the measurement date Topic 820 also specifies a fair value hierarchy which requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value The standard describes three levels of inputs that may be used to measure fair value

Level i Quoted prices in active markets for identical assets Level 2 Observable inputs other than Level i prices such

as quoted prices for similar assets quoted prices in markets that are not active or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities

Level 3 Unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets

Following is a description of the valuation methodologies and inputs used for assets and liabilities measured at fair value on a recurring basis and recognized in the accompanying balance sheets as well as the general classification of such assets and liabilities pursuant to the valuation hierarchy

Securities Available for Sale

Securities classified as available for sale are reported at fairvalue utilizing Level 2 inputs Except for equity securities unadjusted quoted prices in active markets for identical assets are utilized to determine fair value at the measurement date which are conshysidered Level i inputs For all other securities the Corporation obtains fair value measurements from an independent pricing sershyvice The fair value measurements consider observable data that may include dealer quotes market spreads cash flows the US Treasuryyield curve live trading levels trade execution data market consensus prepayment speeds credit information and the bonds terms and conditions among other things

Certain financial assets and financial liabilities are measured at fair value on a nonrecurring basis that is the instruments are not measured at fair value on an ongoing basis but are subject to fair value adjustments in certain circumstances (for example when there is evidence of impairment) At December 3i 20i 3 other real estate owned measured at fair value was $7 5 million using a combination of observable inputs including recent appraisshyals and unobservable inputs based on customized discounting criteria Due to the significance of the unobservable inputs all other real estate owned fair values have been classified as Level 3 Rnancial assets and financial liabilities excluding impaired Joans measured at fair value on a nonrecurring basis were not significant at December 31 201 4 and 2013

The following tables summarize financial assets measured at fair value at December 31 segregated by the level of the valuation inputs within the fair value hierarchy utilized to measure fair value (Dollars in thousands)

Level 1 Level 2 Level 3 Total 20 1 4 Inputs Inputs Inputs Fair Value Recurring

$ Equity securities $ 456 $ $ 456 Securities available for sale $ $ i 27768 $ $ 1 27768

Nonrecurring $ Impaired Joans $ $ 1 069 $ 1 069

other real estate owned $ $ $ 3375 $ 3375

201 3 Recurring

$ $ Equity securities $ 2405 $ 2405 Securities available for sale $ $ i 4706i $ $ 1 4706i

Nonrecurring $ Impaired loans $ $ 91 6 $ 9 1 6

Other real estate owned $ $ $ 832 $ 832

Notes to Consolidated Financial Statements

XI Fair Value of Financial Instruments

The canying amount and fair value of the Corporations other financial instruments at December 31 are set forth below (Dollars in thousands)

Financial assets Cash and cash equivalents Restricted stock -Loans held for sale Loans net Accrued interest receivable

Financial liabilities Deposits Other borrowings Accrued interest payable

Commitments to orginate loans

Letters of credit

Lines of credit

Forward sale commitments

Carrying Amount

$ 2671 5 1 647 2432

405059 3369

$ 548940 3600

52

2014 201 3

Fair Value Carrying Amount

$ 2671 5 $ 36838 1 647 1 494 2432 5902

405027 377172 3369 2820

$ 51 3334 $ 549645 3600 4800

52 66

Fair Value

$ 36838 1 494 5902

377166 2820

$ 502487 4800

66

Notes to Consolidated Financial Statements

XV Fair Val u e of Financial Instrum ents cont

Nonrecurring Measurements Following is a description of the valuation methodologies and inputs used for assets measured at fair value on a nonrecurring basis and recognized in the accompanying balance sheets as well as the general classification of such assets pursuant to the valuation hierarchy For assets classified within Level 3 of the fair value hierarchy the process used to develop the reported fair value is described below

Other Real Estate Owned Other real estate owned (OREO) is carried at fair value Jess estimated cost to sell when the real estate is acquired Estimated fair value of OREO is based on appraisals or evaluations OREO is classified within Level 3 of the fair value hierarchy

Appraisals of OREO are obtained when the real estate is acquired and subsequently as deemed necessary by the Banks manageshyment Appraisals are reviewed for accuracy and consistency by the Bank Appraisers are selected from the list of approved appraisers maintained by management

Collateral-dependent Impaired Loans Net of ALLL The estimated fair value of collateral-dependent impaired Joans is based on the appraised fair value of the collateral Jess estimated cost to sell Collateral-dependent impaired Joans are classified within Level 3 of the fair value hierarchy

The Bank considers the appraisal or evaluation as the starting point for determining fair value and then considers other factors and events in the environment that may affect the fair value Appraisals of the collateral underlying collateral-dependent Joans are obtained when the loan is determined to be collateral-dependent and subsequently as deemed necessary by the Banks management Appraisals are reviewed for accuracy and consistency by the Bank Appraisers are selected from the list of approved appraisers mainshytained by management The appraised values are reduced by discounts to consider lack of marketability and estimated cost to sell if repayment or satisfaction of the Joan is dependent on the sale of the collateral These discounts and estimates are developed by the credit department by comparison to historical results

Notes to Consolidated Financial Statements

XV Fair Val ue of Financial Instruments cont

Unobservable (Level 3) Inputs The following table presents quantitahve information about unobservable inputs used in recurring and nonrecurring Level s fair value measurements other than goodwill (Dollars in thousands)

Other real estate owned

middot Collateral-dependent impaired loans

Other real estate owned

Collateral-dependent impaired loans

Fair Value at 123 114

$ 3375

$ 1 069

Fair Value at 123113

$ 832

$ 91 6

Sensitivity of Significant U nobservable Inputs The following is a discussion of the sensitivity of significant unobshyservable inputs the interrelationships between those inputs and other unobservable inputs used in recurring fair value measureshyment and of how those inputs might magnify or mitigate the effect of changes in the unobservable inputs on the fair value measurement

The following follows the Fair value table The following methods were used to estimate the fair value of all other financial instruments recognized in the accompanying balshyance sheet at amounts other than fair value

Cash and Cash Equivalents The carrying amount approximates fair value

Loans Held For Sale The carrying amount approximates fair value due to the insigshynificant time between origination and date of sale The carrying amount is the amount funded and accrued interest

Loans

Fair value is estimated by discounting the future cash flows using the market rates at which similar notes would be made to borshyrowers with similar credit ratings and for the same remaining maturities The market rates used are based on current rates the Bank would impose for similar loans and reflect a market parshyticipant assumption about risks associated with nonperformance illiquidity and the structure and term of the loans along with local economic and market conditions

Restricted Stock Fair value is estimated at book value due to restrictions that limit the sale or transfer of such securities

Valuation Unobservable Range Technique Inputs (Weighted

Market comparable Comparability Average)

properties adjustments () Not available

Market comparable Marketability properties discount 1 0 - 1 5 (1 2)

Valuation U nobservable Range Technique Inputs (Weighted

Market comparable Comparability Average)

properties adjustments () Not available

Market comparable Marketability properties discount 1 0 - 1 5 (1 2)

Accrued Interest Receivable and Payable

The carrying amount approximates fair value The carrying amount is determined using the interest rate balance and last payment date

Deposits and Other Borrowings Fair value of term deposits is estimated by discounting the future cash flows using rates of similar deposits with similar maturities The market rates used were obtained from a knowledgeable independent third party and reviewed by the Corporation The rates were the average of current rates offered by local competishytors of the bank subsidiaries

The estimated fair value of demand NOW savings money marshyket deposits and other borrowings is the book value since rates are regularly adjusted to market rates and amounts are payable on demand at the reporting date

Commitments to Originate Loans Forward Sale Commitments Letters of Credit and Lines of Credit The fair value of commitments to originate loans is estimated using the fees currently charged to enter into similar agreements taking into account the remaining terms of the agreements and the present creditworthiness of the counterparties For fixedshyrate loan commitments fair value also considers the difference between current levels of interest rates and the committed rates

The fair value of commitments to sell securities is estimated based on current market prices for securities of similar terms and credit quality

The fair values of letters of credit and lines of credit are based on fees currently charged for similar agreements or on the estimated cost to terminate or otherwise settle the obligations with the counterparties at the reporting date

Notes to Consolidated Financial Statements

XVI Accumul ated Comprehensive Income (Loss)

The components of accumulated other comprehensive income loss) included in stockholders equity are as follows (Dollars in thousands)

Net unrealized gains (Joss) on available for sale securities Tax effect Net-of-tax amount

20 1 4

$ 766 (260)

$ 506

2013

$ (871) 296

$ (575)

Amounts reclassified from accumulated other comprehensive income and the affected line items in the statements of income during the years ended December 31 were as follows

Affected line item in 20 1 4 2013 2012 the statements of

income

Net realized gains of Unrealized gains on securities available for sale $ 368 $ 434 $ 2084 sales of available for-sale

securities

Tax effect (1 26) (i 48) (709) Income taxes Total reclassification out of accumulated other comprehensive income $ 242 $ 286 $ 1 375 Net reclassified

amount

XVII Goodwill and Acquired Intangible Assets

The Corporations goodwill and intangible assets are as follows There was no Impairment of goodwill or intangible assets in 2014 or 2013 (Dollars in thousands)

20 1 4 2013

Goodwill $ 3265 $ 3265 Core deposit intangibles $ 1 805 $ 1 805 Non-compete agreement 375 375 Intangible assets 21 80 2 180 Less accumulated amortization 2 180 2090

Total intangible assets $ $ 90

Aggregate amortization expense for years ended December 31 2014 201 3 and 201 2 was $90 $181 and $1 80 thousand respectively

XVI II Subsequent Events

Management evaluated subsequent events through February 27 201 5 the date the consolidated financial statements were available to be issued Events or transactions occurring after December 31 2014 but prior to February 27 2015 that provided additional evidence about conditions that existed at December 31 2014 have been recognized in the consolidated financial statements for the year ended December 31 2014 Events or transactions that provided evidence about conditions that did not exist at December 31 201 4 but arose before the consolidated financial statements were available to be issued have not been recognized in the consolidated financial statements for the year ended December 31 2014

This information is an Integral part of the accompanying consolidated financial statements

Independent Auditors Report

CPAs amp Advisors

Board of Directors

NI Bancshares Corporation

Sycamore Illinois

We have audited the accompanying consolidated financial statements of NI Bancshares Corporation which comprise

the consolidated balance sheets as of December 3 1 2014 and 2013 and the related consolidated statements of income

comprehensive income (loss) stockholders equity and cash flows for the years ended December 3 1 2014 2013 and 2012 and the related notes to the consolidated financial statements

Managements Responsibility for the Financial Statements

Management is responsible for the preparation and fair presentation of these consolidated financial statements in accordance

with accounting principles generally accepted in the United States of America this includes the design implementation and

maintenance of internal control relevant to the preparation and fair presentation of consolidated financial statements that are

free from material misstatement whether due to fraud or error

Auditors Responsibility

Our responsibility is to express an opinion on these consolidated financial statements based on our audits We conducted our

audits in accordance with auditing standards generally accepted in the United States of America Those standards require that

we plan and perform the audit to obtain reasonable assurance about whether the consolidated financial statements are free from material misstatement

An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the consolidated

financial statements The procedures selected depend on the auditors judgment including the assessment of the risks of material misstatement of the consolidated financial statements whether due to fraud or error In making those risk

assessments the auditor considers internal control relevant to the Corporations preparation and fair presentation of the

consolidated financial statements in order to design audit procedures that are appropriate in the circumstances but not for

the purpose of expressing an opinion on the effectiveness of the Corporations internal control Accordingly we express no

such opinion An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of

significant accounting estimates made by management as well as evaluating the overall presentation of the consolidated

financial statements

We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion

Opinion In our opinion the consolidated financial statements referred to above present fairly in all material respects the financial position of NI Bancshares Corporation as of December 3 1 2014 and 2013 and the results of its operations and cash flows

for the years ended December 3 1 2014 2013 and 2012 in accordance with accounting principles generally accepted in the United States of America

Decatur Illinois February 27 2015

PRESID ENT I CEO Michael A Cullen

BUSI NESS BANKING Charles C Kaiser Senior Vice President - Business Banking

Michael A Hawley Senior Vice President - Senior Commercial Loan Officer

Grant M Goltz Vice President - Commercial Loan Officer

Lucas G Goucher Vice President - Commercial Loan Officer

Nicholas D Lee Vlce President - Commercial Loan Officer

Robert W Mason Vice President - Commercial Loan Officer

Timothy J Meyer Vice President - Commercial Loan Officer

Sheela Prahlad Vice President - Commercial Loan Officer

CREDIT D EPARTMENT

Karen A Kuppler Senior Vice President - Chief Credit Officer

Gerald W Brantner Vice President - Senior Collector

CONSUM ER BANKING RESIDENTIAL LENDING ORIGINATION

Mark R ODell Vice President - Senior Retail Loan Officer

CONS U M ER BANKING Bradley V Brown Senior Vice President - Consumer Banking (Security Officer)

Terrence M Duffy Senior Vice President - Consumer Banking Division Manager

Ishmael M McGhee Vice President - Consumer Banking Division Manager

Frank P Turza Vice President - Consumer Banking Division Manager

Directory of NBamp T

TRUST D EPARTMENT R David Van Buren Senior Vice President - Trust amp Investments

Stephen J Colianni Vice President -Trust Investment Officer

Stephen G Corcoran Vice President - Employee Benefits Manager

Karen J Daleo Vice President - Trust Tax Manager amp Assistant Secretary

James J Dombek Vice President - Personal Trust Manager amp Secretary

Kathryn J Johnson Vice President -Trust Administrator

Thomas M Sullivan Vice President - Trust Administrator

Carolyn S Swafford Vice President - Trust Administrator

FAR M SERVIC E DEPARTM ENT Scott R Pumroy Vice President - Farm Service Department Manager

OPERATIONS D EPARTMENT

Michelle R Carlson Vice President - Operations

Hien Van Do Vice President - Core Banking Systems Administrator

ACCOUNTING DEPARTM ENT David N McCoy Senior Vice President - Chief Financial Officer

BRAND amp MARKETING Tami J Armstrong Vice President - Brand amp Marketing

H U MAN RESOU RCES Samantha J Dailey Vice President - Human Resources

AUDITING DEPARTMENT Sarah M Taylor Vice President - Internal Audit

EXHIBIT 2A

NI BANCSHARES CORPORATIONS ORGANIZATIONAL CHART

NI BANCSHARES CORPORATIO N

230 W STATE ST SYCAMORE IL 601 78

State of Incorporation = Delaware

1 00

THE NATIONAL BAN K amp TRUST COMPANY OF SYCAMORE

230 W STATE ST SYCAMOR_E IL 601 78

hsults A list of branches for your depostorv nstftution NATIONAL BANK amp TRUST COMPANY OF SYCAMOftE THE (ID_RSSO 534345)

This depository fnstltutlon fs held by NI BANCSHARES CORPORATION (1827893) of SYCAMORE IL

The data are as of 12312014 Data reflects Information that was received and procMsed through 01072JJ1S

Reconciliation and YerfCtton Steps

1 In the Data Action column of each brmch row enter one or more of the actions specifild hilow 2 If required enter the date In the Effective te column

Actions

OK If the branch Information Is COfTect enter OK in the Data Action column

Chan1e If the branch Information Is incorrlCt or Incomplete revrse the data enter Change In the Data Action column and the date when this lnformaUon first beame valid Jn the Etfedive Oatbull column

Cose If a branch llsted was sold or closed enter dose In the Data Action column and thl ule or closure date In the Effective Date column Delete If a branch listed was never owned by th(s depository Institution enter Delltl In thl Oatbull Action column

Add lfa reportable branch Is missing Insert a row add the branch data and enter Add in thl Data Action column and the opening or acquisition date In the Effective Date laquo)lumn

If printing this lrst you may need to adjust your page setup in MS Excel Try uslng landscape orientation p1ae scaling andor liegal sl1ed pa pier

Submission Procedure

When you a finiihed send a savied copy to your FRB contact See the det1iled lmtructions on this site for more Information

If vou are ie-malllng this to your FRB contAct put your Institution name dtyand state In thie subjtct line of the e-mail

Note To satisfy the FR YmiddotlO portln1 rirements you must also submit FR Ymiddot10 Oomes-tic Branch Schedules for each bninch with a Ot Attlon of nae Close Deletl or Add

The FR fmiddotlO rieport may be submitted in a hardcopy format or via the FR Y-10 Online application middot httpsylOonlinefederalreservegov

bull FDIC UNINUM Office Number and ID_RSSD columns are for reference only Verification of these values Is not required

- Effecdw Ote Branch Service Type Bnnch ID Rssobull Popular Name Street Address City NATIONAL BANK amp TRUST COMPANY Of

OK Fun servlCI (Head Offitt) 53045 SYCAMORE THE 230 WEST STATE STREET SYCAMORE

OK Full Service 3310232 2290 SYCAMORE ROAD OfFICE 2290 SYCAMORE ROAD DEKALB

OK Full lce 3735255 BANCO NBampT BRANCH 1029 PLEASANT STREET DEKALB

OK Fullservice 354132 NSampT SQUARE BRANCH 130 WEST LINCOLN HIGHWAY DEKAlB

OK Full Service 3735246 ELBURN BRANCH 930 NORTH MAJN STREET ELBURN

OK Full Service 3310241 GENOA BRANCH 601 PEARSON DRIVE GfNOA

OK Full service 2192507 200 NORTH MAIN STREET OfFICE 200 NORTH MAIN STREET UtANO

OK full Service 4394873 SANDWlCH BRANCH 321 E OIURCH STREET SANDWlCH

OK Fullice 2D8577S SERENA BRANCH US HIGHWAY 52 SOMONAUK ROAD SERENA

OK Full Service 2431457 1425 DEKAl8 AVENUE BRANCH 1425 DEKALB AVENUE SYCAMORE

St1te

IL

IL

IL

IL

IL

IL

IL

IL

IL

IL

Zip Code Countv

60178 DEKALB

60US DEKALB

60115 DEKALB

60U5 DEKALB

60119 KANE

60135 DEKALB

60531 IASAllE

60548 DEKALB

60549 LA SAUE

60178 DEKALB

Country FDIC UNINUMbull Office Numberbull Hbullad Office Head Office ID_RSSD Comments

NATIONAL BANK amp TRUST COMPANY Of

UNITED STATES 6414 0 SYCAMORE THE 534345 NATIONAL BANK amp TRUST COMPANY OF

UNITED STATES 221714 2 SYCAMORE THE 534345 NATIONAL BANK amp TRUST COMPANY Of

UNITpound0 STATES 475977 9 SYCAMORE THE 534345

NATIONAL BANK amp TRUST COMPANY OF

UNITED STATES 10484 5 SYCAMORE THE 534345 NATIONAL BANK amp TRUST COMPANY OF

UNITED SfATES 475976 8 SYCAMORE THE 534345

NATIONAL BANK amp TRUST COMPANY OF

UNITED STATES 424666 4 SYCAMORE THE 534345 NATIONAL BANK amp TRUST COMPANY OF

UNITED STATES 237859 7 SYCAMOftE THE 534345 NATIONAL BANK amp TRUST COMPANY Of

UNITED STAttS 530108 10 SYCAMORE THE 534345 NATIONAL BANK amp TRUST COMPANY Of

UNITED STATES 2318S8 6 SYCAMORE THE 534345 NATIONAL BANK amp TRUST COMPANY OF

UN ITED STATES 264332 1 SYCAMORE THE 534345

Re ort Item 3 Securities Holders

FR Y-6

NI Bancshares Corporation

Sycamore IL

Fiscal Year Ending December 3 1 201 4

Current Securities Holders with ownership control or holdings of 5 or more with power to vote as-of fiscal year end

Securities Holders not listed in 3(1 )(a) through (3)(1 )(c) that had

ownership control or holdings of 5 or more with power to vote

during the fiscal year

(1 )(a)

Name amp Address (City

State Country)

James W Dutton

Tulsa OK USA

Jane Danielson

Freeport ME USA

Anne Pick

St Paul MN USA

(1 )(b)

Country of

Citizenship or

Incorporation

USA

USA

USA

(1 )(c) Number and

Percentage of Each

Class of Voting

Securities

62324 shares 594

84563 shares 806

88480 shares 843

(2)(a) (2)(b)

Country of

Name amp Address Citizenship or

(City State Country) Incorporation

(2)(c) Number and

Percentage of Each

Class of Voting

Securities

FA Y--6

NI Bancshares Corporation Sycamore ll

Ascal Year Ending December 311 2014

(1) (2) (3)(bull) (3)(b) (3)(o) (4)(bull) (4)(b) (4)(o) Percentage of List names of other companies

Percentage of Voting Securities Includeamp partnerships) If 25 or more Voting Securities ln Subsidiaries of voting securftles are held (list

Names amp Address Principal Occupation II other than Title amp Position with Title amp Position with Subsidiaries Title amp Position with Other Businesses Jn Holding (Include names names ol companies and percentage of

(City State Country) with Holding Company Holding Company (Include names of subsidiaries) (Include names ol other businesses) Company of subsidiaries) voting securltles held)

Michael A Cullen NIA Director President amp CEO Director President amp CEO NIA 018 None NIA Sycamore IL USA The National Bank amp Trust

Company of Sycamore

Richard N Anderson President - Anderson Director Director President 159 None Anderson Funeral Home Ltd (100) DeKalb JL USA Funeral Home Ltd The Natrona[ Bank amp Trust Anderson Funeral Home Ltd

Company of Sycamore

John H Boles NIA Director Retired Trust Officer NIA 149 None NIA Sycamore IL USA The National Bank amp Trust

Company of Sycamore

Evelina J Cichy Retired Vice President of Instruction Director Director NA 015 None NIA DeKalb IL USA Klshwaukee College The Natrona Bank amp Trust

Company of Sycamore

James W Dutton CFO Macrosolva lnc Chairman of the Board Chairman of the Board CFO Macrosolve lnc 594 None NIA Tulsa OK USA The Natonal Bank amp Trust

Company of Sycamore

Robert B Johnson Partner - Johnson Farms Director Director Partner 063 None Johnson Farms (40) DeKalb IL USA The National Bank amp Trust Johnson Farms

Company of Sycamore

Robert C Johnson NIA Director Director NIA 034 None NIA DeKalb IL USA The National Bank amp Trust

Company of Sycamore

Kevin P Poorten President amp CEO - Kish Health Syse Director Director NA 005 None NIA DeKalb IL USA The National Bank amp Trust

Company of Sycamore

Douglas C Roberts Private Investor Director Director PresidentmiddotZea mays Holdings LLC 382 None Zea mays Holdngs LLC (100) Sycamore IL USA The National Bank amp Trust

Company of Sycamore

Tmothy P Suter President amp CEO - Suter Company Director Director NA 002 None NIA Sycamore IL USA The Natlonal Bank amp Trust

Company of Sycamore

Report lem 4 Insiders -PAGE 2 of 2

Tami Armstrong NIA NIA VP Brand amp Marketng NIA 0005 None NIA Sycamore IL USA The Natonal Bank amp Trust

Company of Sycamore

Bradley V Brown NIA NIA SVP Consumer Banking NIA 0004 None NIA DeKalb IL USA The Natlonal Bank amp Trust

Company of Sy9amore

Michelle Carlson NIA NIA VP Operallons NIA 0004 None NIA SuQar Grove IL USA The National Bank amp Trust

Company of Sycamore

Sa_111antha J Dalley NIA NIA VP Human Resources NIA 0003 None NIA Sycamore IL USA The National Bank amp Trust

Company of Sycamore

James Dombek NIA NIA VP Personal Trust Manager NIA 0002 None NIA Sycamore IL USA The National Bank amp Trust

Company of Sycamore

Michael Hawley Geneva IL USA NIA NIA Sr VP Sr Commercial Loan Officer NIA 0005 None NIA

The Natfonal Bank amp Trust Company of Sycamore

Charles C Kaiser NIA NIA Sr VP Senior Lending Officer NIA 0007 None NIA Sycamore IL USA The National Bank amp Trust

Company of Sycamore

Karen Kupper NIA NIA SVP Chief Credit Offcer NIA 0003 None NIA Hinkley IL USA The Natonal Bank amp Trust

Company of Sycamore

Davld N McCoy NIA Treasurer SVP Chief Flnanclitl Officer NIA 0006 None NIA South Elgin IL USA The Natlonal Bank amp Trust

Company of Sycamore

Mark ODell NIA NIA VP Sr Residentlal loan Officer NIA 0000 None NIA Aurora IL USA The National Bank amp Trust

Company of Sycamore

A David VanBuren NIA NIA SVP Trust amp Investments NIA 0005 None NIA Sycamore IL USA The National Bank amp Trust

Company of Sycamore

  • FR Y-6 Cover Page
  • Report Item 1 Annual Report to Shareholders
  • Report Item 2a Organization Chart
  • Report Item 2b Domestic Branch Listing
  • Report Item 3 Securities Holders
  • Report Item 4 Insiders
Page 19: Annual Report of Holding Companies-FR Y-6/media/others/banking/...consistent and deliberate in implementing our strategic initiatives. In addition to our loan growth, our trust assets

Notes to Consolidated Financial Statements

III Loans

Classes ofoans at December 31 include (Dollars in thousands)

2014 2013

Construction and land development $ 1 4 199 $ 1 9798 Farmland 20488 1 7397 Residential real estate 1 1 5291 1 04873 Nonresidential real estate 1 37499 1 3501 4 Agricultural production 1 2530 1 2968 Commercial 45940 41 273 Loans to individuals 57280 42883 Other 5738 6206

Total Joans and leases $ 408965 $ 38041 2 Allowance for loan losses (3906) (3240)

Total loans and leases net $ 405059 $ 377 1 72

The Bank maintains lending policies and procedures designed to focus lending efforts on the type location and duration of loans most appropriate for its business model and markets The Banks principal lending activity is the origination of residential and commercial real estate loans commercial loans consumer loans and home equity lines of credit The primary lending market is located within the Illinois counties of DeKalb LaSalle and Kane Generally loans are collateralized by assets of the borrower and guaranteed by the principals of the borrowing entity

The Board of Directors reviews and approves the Banks lending policy on an annual basis Quarterly the Board reviews the allowance for loan losses and reports related to loan production loan quality concentrations of credit loan delinquencies and non-performing and potential problem loans

The Bank does not accrue interest on any asset which is maintained on a cash basis because of deterioration in the financial position of the borrower any asset for which payment in full of interest or principal is not expected or any asset upon which principal or interest has been in default for a period of ninety days or more unless it is both well secured and in the process of collection A non-accrual asset may be restored to an accrual status when none of its principal and interest is due and unpaid or when it otherwise becomes well secured and in the process of collection

The Bank periodically performs an independent loan review of outstanding loans through the use of an outside third party The primary objective of the independent loan review function is to ensure the maintenance of a quality loan portfolio and minimize the potential for Joan losses The Joan review engagement is responsible for reviewing a sample of existing loans for compliance with internal policies and procedures In addition to reviewing Joans for compliance the loan review analyzes the appropriateness and timeliness of risk grading and problem loan identification by loan officers

Notes to Consolidated Financial Statements

I l l Loans cont

The Corporation categorizes loans into risk categories based on relevant information about the ability of borrowers to service their debt such as current financial information historical payment experience credit documentation public information and current economic trends among other factors This analysis is performed on an annual basis at a minimum The Corporation uses the following definitions for risk ratings

Internal Risk Categories Loan grades are numbered i through 7 Grades i through 4 are considered pass grades The grade of 5 or Special Mention represents loans of lower quality and is considered criticized The grades of 6 or Substandard and 7 or Doubtful refer to assets that are classified The use and application of these grades by the bank will be uniform and shall conform to the banks policy

Pass (1) loans are of superior quality with excellent credit strength and repayment ability providing a nominal credit risk

Pass (2) loans are of above average credit strength and repayment ability providing only a minimal credit risk

Pass (3) loans of reasonable credit strength and repayment ability providing an average credit risk due to one or more underlying weaknesses

Pass (4) loans of the lowest acceptable credit strength and weakened repayment ability providing a cautionary credit risk due to one or more underlying weaknesses New borrowers are typically not underwrillen witl1in this classification

Special Mention (5) assets have potential weaknesses that deserve managements close attention If left uncorrected these potential weaknesses may result in deterioration of the repayment prospects for the asset or in the institutions credit position at some future date Special mention assets are not adversely classified and do not expose an institution to sufficient risk to warrant adverse classification Ordinarily special mention credits have characteristics which corrective management action would remedy

Substandard (6) loans are inadequately protected by the current sound worth and paying capacity of the obligor or of the collateral pledged if any Loans so classified must have a well-defined weakness or weaknesses that jeopardize the liquidation of the debt They are characterized by the distinct possibility that the Bank will sustain some loss if the deficiencies are not corrected

Doubtful (7) loans classified as doubtful have all the weaknesses inherent in those classified Substandard with the added characteristic that the weaknesses make collection or liquidation in full on the basis of current known facts conditions and values highly questionable and improbable

Risk characteristics applicable to each segment of the loan portfolio are described as follows

Residential 1 -4 Family The residential i -4 family real estate are generally secured by owner-occupied i -4 family residences Repayment of these loans is primarily dependent on the personal income and credit rating of the borrowers Credit risk in these loans can be impacted by economic conditions within the Banks market areas that might impact either property values or a borrowers personal income Risk is mitigated by the fact that the loans are of smaller individual amounts and spread over a large number of borrowers

Non-residential Real Estate Non-residential real estate loans typically involve larger principal amounts and repayment of these loans is generally dependent on the successful operations of the property securing the loan or the business conducted on the property securing the loan These loans are viewed primarily as cash flow loans and secondarily as loans secured by real estate Credit risk in these loans may be impacted by the creditworthiness of a borrower property values and the local economies in the Banks market areas

Construction and Land Development Real Estate Conshystruction and land development real estate loans are usually based upon estimates of costs and estimated value of the completed project and include independent appraisal reviews and a financial analysis of the developers and property owners Sources of repayment of these loans may include permanent loans sales of developed property or an interim loan commitment from the Bank until permanent financing is obtained These loans are considered to be higher risk than other real estate loans due to their ultimate repayment being sensitive to interest rate changes general economic conditions and the availability of long-term financing Credit risk in these loans may be impacted by the creditworthiness of a borrower property values and the local economies in the Banks market areas

Commercial The commercial portfolio includes loans to commercial customers for use in financing working capital needs equipment purchases and expansions The loans in this category are repaid primarily from the cash flow of a borrowers principal business operation Credit risk in these loans is driven by creditworthiness of a borrower and the economic conditions that impact the cash flow stability from business operations

Loans to individuals The consumer loan portfolio consists of various term and line of credit loans such as automobile loans and loans for other personal purposes Repayment for these types of loans will come from a borrowers income sources that are typically independent of the loan purpose Credit risk is driven by consumer economic factors (such as unemployment and general economic conditions in the Banks market area) and the creditworthiness of a borrower

Agricultural Production and Farmland Loans Agricultural production loans are generally comprised of seasonal operating lines to cash grain farmers to plant and harvest corn and soybeans and term loans to fund the purchase of equipment Farmland loans are primarily comprised of loans for the purchase of farmland Specific underwriting standards have been established for agricultural-related loans including the establishment of projections for each operating year base on industry developed estimates of farm input costs an expected commodity yields and prices Operating lines are typically written for one year and secured by the crop Loan-to-value ratios on Joans secured by farmland generally do not exceed 65 and have amortization periods limited to twenty-five years Federal government-assistance lending programs through the Farm Service Agency are used to mitigate the level of credit risk when deemed appropriate

Notes to Consolidated Financial Statements

The following table presents the credit risk profile of the Banks loan portfolio based on internal rating category and payment activity as of December 31 2014 and 2013 (Dollars in thousands)

Non Residential Residential Agricultural Loans-to

Construction Farmland Real Estate Real Estate Production Commercial Individuals Other

20 1 4 Loan Class Pass $ 1 1 274 $ 20488 $ 1 0941 2 $ 1 35059 $ 1 2530 $ 45386 $ 57280 $ 5738 Special mention 1 261 Substandard 2925 5879 1 1 79 554 Doubtful Total $ 1 4 1 99 $ 20488 $ 1 15291 $ 1 37499 $ 1 2530 $ 45940 $ 57280 $ 5738

201 3 Loan Class Pass $ 1 6327 $ 1 6505 $ 98646 $ 1 29428 $ 1 2 1 28 $ 38282 $ 42883 $ 6206 Special mention 892 5667 448 840 2503 Substandard 3471 560 5 138 488 Doubtful Total $ 1 9798 $ 1 7397 $ 1 04873 $ 1 3501 4 $ 1 2968 $ 41 273 $ 42883 $ 6206

The Bank evaluates the loan risk grading system definitions and allowance for loan loss methodology on an ongoing basis No significant changes were made to either during the past year

The accrual of interest on loans is discontinued at the time the loan is 90 days past due unless the credit is well-secured and in process of collection Past due status is based on contractual terms of the loan In all cases loans are placed on non-accrual or charged-off at the earlier date if collection of principal and interest is considered doubtful

All interest accrued but not collected for loans that are placed on non-accrual or charged-off is reversed against interest income The interest on these loans is accounted for on the cash-basis or cost-recovery method until qualifying for return to accrual Loans are returned to accrual status when all principal and interest amounts contractually due are brought current and future payments are reasonably assured

Notes to Consolidated Financial Statements

The following tables present the Corporation s loan portfolio aging analysis at December 31 (Dollars in thousands)

Non Residential Residential Agricultural Loans to

Construction Farmland Real Estate Real Estate Production Commercial Individuals Other Total

201 4 30-89 days past due $ $ $ 1 92 $ $ $ $ 707 $ 23 $ 922 90 days or greater

past due or nonaccrual 1 68 6327 551 92 2 7 140 Total past due and

nonaccrual 360 6327 551 799 25 8062 Current loans 1 4 1 99 20488 1 1 4931 1 31 1 72 1 2530 45389 56481 57 13 400903

Total loans receivable 1 4 1 99 20488 1 1 5291 1 37499 1 2530 45940 57280 5738 408965

Total loans 90 days or greater and accruing $ $ $ $ 571 1 $ $ $ 92 $ 2 $ 5805

2013 30-89 days past due $ $ $ 312 $ 57 $ $ $ 529 $ 28 $ 926 90 days or greater

past due or nonaccrual 770 4791 347 75 5983

Total past due and nonaccrual 1 082 4848 347 604 28 6909

Current loans 1 9798 1 7397 1 03791 1 301 66 1 2968 40926 42279 6 178 373503

Total loans receivable 1 9798 1 7397 1 04873 1 3501 4 1 2968 41273 42883 6206 38041 2

Total loans 90 days or greater and accruing $ $ $ 209 $ 3683 $ $ $ 75 $ $ 3977

A loan is considered impaired in accordance with the impairment accounting guidance (ASC 31 0-1 0-35-1 6) when based on current information and events it is probably the Corporation will be unable to collect all amounts due from the borrower in accordance with the contractual terms of the loan Impaired loans include non-performing commercial loans but also include loans modified in troubled debt restructurings where concessions have been granted to borrowers experiencing financial difficulties These concessions could include a reduction in the interest rate on the loan payment extensions forgiveness of principal forbearance or other actions intended to maximize collection

Included in certain loan categories in the impaired loans are troubled debt restructurings that were classified as impaired At December 31 201 4 and 201 3 the Corporation had $895 and $907 thousand respectively of commercial and non-residential real estate loans $76 and $76 thousand respectively in residential loans and $1 and $5 thousand respectively in consumer loans that were modified in troubled debt restructurings and impaired and that were performing in accordance with their modified terms

When economic concessions have been granted to borrowers who have experienced financial difficulties the loan is considered a troubled debt restructuring These concessions typically result from our loss mitigation activities and could include reductions in the interest rate payment extensions forgiveness of principal forbearance or other actions Troubled debt restructurings are considered impaired at the time of restructuring and typically are returned to accrual status after considering the borrowers sustained repayment performance as agreed for a reasonable period of at least six months or once the granted concessions have ended or are no longer applicable

As of December 31 201 4 and 201 3 the Bank had troubled debt restructurings all modification of payment terms with a recorded balance at original cost of $895 and $907 thousand respectively and consists of four commercial and non-residential real estate loans for both years which are all performing in accordance with the modified terms of the loan All four loans were added as troubled debt restructuring during the fourth quarter of 201 3 There was no difference between pre-modification and post-modification balances As of December 31 201 4 and 2013 the loans totaling $895 and $907 thousand respectively are on non-accrual and considered impaired by the Bank Based on the fair value of the collateral specific reserves required on the loans totaled $108 and $98 thousand as of December 31 201 4 and 2013 respectively During the years ended December 31 201 4 and 2013 there were no defaults of loans that had been modified as a troubled debt restructuring in the 1 2 month period prior to default

Notes to Consolidated Financial Statements I l l Loans cont

The following tables present the impaired loan balances (loans on non-accrual status) at December 31 (Dollars in thousands)

Non Residential Residential

Real Real Agricultural Loans to

Construction Farmland Estate Estate Production Commercial Individuals Other

20 1 4 Loans with out a specific

valuation al lowance Recorded balance $ $ $ 92 $ $ $ 487 $ $ Unpaid principal balance 92 487 Specific allowance Average investment in

impaired loans 278 4 1 99 1 02

Loans with a specific valuation al lowance

Recorded balance $ $ $ 76 $ 61 6 $ 63 Unpaid principal balance 76 61 6 63 Specific allowance 66 1 08 31 Average investment in

impaired loans 369 1 1 48 694

Total loans receivab l e Total Recorded balance $ $ $ 1 68 $ 61 6 $ $ 551 $ $ $ 1 335 Unpaid principal balance $ $ $ 1 68 $ 61 6 $ $ 551 $ $ $ 1 335 Specific allowance $ $ $ 66 $ 1 08 $ $ 31 $ $ $ 205 Average investment in

impaired Joans $ $ $ 648 $ 5346 $ $ 796 $ $ $ 6790

2013 Loans without a specific

valuation al lowance Recorded balance $ $ $ 299 $ 1 098 $ $ $ $ Unpaid principal balance 299 1 098 Specific allowance Average investment in

impaired loans 4037 280 5226 1 7 12

Loans with a specific valuation al lowance

Recorded balance $ $ $ 261 $ $ 347 Unpaid principal balance 261 347 Specific allowance 1 1 2 1 07 Average investment in

impaired loans 306 8201 530

Total loans receiva ble Total

Recorded balance $ $ $ 560 $ 1 098 $ $ 347 $ $ $ 2005 Unpaid principal balance $ $ $ 560 $ 1 098 $ $ 347 $ $ $ 2005 Specific allowance $ $ $ 1 1 2 $ $ $ 1 07 $ $ $ 219 Average investment in

impaired Joans $ 4037 $ $ 586 $1 3427 $ $ 2242 $ $ $ 20292

There was no Interest income recognized on a cash basis or accrual basis for 2014 or 2013 on impaired loans

Notes to Consolidated Financial Statements

Ill Loans cont

The following tables present the balance in the allowance for loan losses and the recorded investment in loans based on portfolio segment and impairment methods at December 31 (Dollars in thousands)

Non Residential Residential Agricultural Loans to Other

Construction Farmland Real Estate Real Estate Production Commercial Individuals Loans Unallocated Total

20 1 4 Allowance for loan losses Balance beginning of year $ 473 $ i 9 $ 700 $ i 32i $ i 4 $ 56i $ i 22 $ 30 $ - $ 3241 Provision charged to

expense (289) 68 762 (27) 2i (96) 699 2 i 2 i 351 Losses charged off (324) (i 79) (7i) (270) (i32) (971 Recoveries 34 49 i 3 i 8 i 55 23 29 Balance end of year $ 2i8 $ 87 $ i i 87 $ i i 28 $ 35 $ 4i 2 $ 706 $ i 33 $ - $ 3901

Ending balance individually evaluated for impairment $ $ $ 66 $ i 08 $ $ 3i $ $ $ - $ 20[

Ending balance collectively evaluated for impairment $ 2i 8 $ 87 $ i i 21 $ 1 020 $ 35 $ 381 $ 706 $ 1 33 $ - $ 370

Loans Ending balance $ 1 4 1 99 $20488 $1 1 5291 $ 1 37499 $ 1 2530 $45940 $ 57280 $ 5738 $ - $ 40896 Ending balance individually

evaluated for impairment $ $ $ i 68 $ 61 6 $ $ 551 $ $ $ - $ 1 33 Ending balance collectively

evaluated for impairment $14 i 99 $20488 $1 1 5 1 23 $ 1 36883 $ 1 2530 $45389 $57280 $ 5738 $ - $ 40763(

2013 Allowance for loan losses Balance beginning of year $ 243 $ 23 $ 848 $ 2040 $ 1 7 $ 456 $ 285 $ 7 $ 52 $ 397 Provision charged to

expense 230 (4) 378 1 077 (3) 630 (1 50) 1 37 (52) 224 Losses charged off (543) (i 830) (538) (203) (1 4 i ) (325t Recoveries 1 7 34 1 3 1 90 27 28

Balance end of year $ 473 $ 1 9 $ 700 $ i 32i $ i 4 $ 56i $ i 22 $ 30 $ - $ 324(

Ending balance individually evaluated for impairment $ $ $ 1 1 2 $ $ $ i 07 $ $ $ - $ 2if

Ending balance collectively evaluated for impairment $ 473 $ i 9 $ 588 $ 1 32i $ i 4 $ 454 $ i 22 $ 30 $ - $ 302middot

Loans Ending balance $i 9798 $1 7397 $i 04873 $ i 35014 $ 1 2968 $41 273 $ 42883 $ 6206 $ - $ 38041 Ending balance individually

evaluated for impairment $ $ $ 560 $ i 098 $ $ 347 $ $ $ - $ 200( Ending balance collectively

evaluated for impairment $i 9798 $ i 7397 $i 0431 3 $ i 339i 6 $ 1 2968 $40926 $42883 $ 6206 $ - $ 37840i

Notes to Consolidated Financial Statements

I I I Loans cont

Managements opinion as to the ultimate collectability of loans is subject to estimates regarding future cash flows from operations and the value of property real and personal pledged as collateral These estimates are affected by changing economic conditions and the economic prospects of borrowers

Allowance for Loan Losses The allowance for loan and lease losses (allowance) represents managements estimate of the reserve necessary to adequately account for probable losses that could ultimately be realized from current loan exposures In determining the adequacy of the allowshyance management relies predominately on a disciplined credit review and approval process The review process is directed by overall lending policy and is intended to identify at the earliest possible stage borrowers who might be facing financial difficulty

Loans for which it is probable that the Bank will not collect all principal and interest due according to the contractual terms are identishyfied as impaired The impairment for each applicable loan is quantified and specific loss exposures are allocated within the allowance Loans that are in non accrual status are generally considered impaired

A detailed analysis is performed on each loan that is not impaired but poses sufficient risk to warrant in-depth review These are loans that have been classified as substandard or are on the Banks internal watch list Due to the elevated risk inherent in these Joans management has determined that it is appropriate to quantify the potential loss within the pool of classified loans by estimating each loans collateral shortfall These collateral shortfall estimates are incorporated in the determination of the adequacy of the allowance

In estimating the risk of loss in the remaining portion of the loan portfolio identified as non-classified management establishes base Joss estimations which are derived from the historical Joss experience over the past three calendar years These base loss estimations are then adjusted after consideration ofnine different qualitative factors

Notes to Consolidated Financial Statements

IV Loan Servicing

Real estate loans serviced for others are not included in the accompanying consolidated balance sheets The risks inherent in mortgage servicing assets relate primarily to changes in prepayments that result from shifts in mortgage interest rates The unpaid principal balances of mortgage loans serviced for others was $3528 million and $3567 million at December 31 201 4 and 201 3 respectively The fair value of mortgage servicing rights at December 31 201 4 and 201 3 was approximately $31 million and $33 million respectively The fair value of servicing rights was determined using discount rates ranging from 950 to 1 000 percent and prepayment speeds principally ranging from 903 to 1 1 20 percent depending on the stratification of the specific right

The Corporation changed its method of amortizing mortgage servicing rights during 201 3 from the straight-line amortization method to a methodology based on anticipated prepayment assumptions Amortization expense for 2013 would have been $1 068 thousand if the straight-line method was used

Custodial escrow balances maintained in connection with the foregoing loan servicing and included in demand deposits were $37 million and $4 1 million at December 31 201 4 and 201 3 respectively

Following is a summary of the mortgage servicing rights capitalized and amortized (Dollars in thousands)

20 1 4 2013 2012

Balance beginning of year $ 2524 $ 21 83 $ 1 876 Mortgage servicing rights capitalized 331 847 1 31 9 Mortgage servicing rights amortized (408) 506) (1 01 2) Recorded balance end of year $ 2447 $ 2524 $ 21 83

Fair value end of year $ 31 38 $ 3273 $ 21 83

Notes to Consolidated Financial Statements

V Land Premises and Equipment

A summary of land premises and equipment by asset classification at December 31 is as follows (Dollars in thousands)

20 1 4 2013

Land $ 7895 $ 7895 Premises 1 7 697 1 8297 Furniture fixtures and equipment 7867 791 7 Vehicles 1 1 0 1 1 0

33569 34219 Accumulated depreciation (1 241 2) (1 2281) Land premises and equipment net $ 21 1 57 $ 21 938

Depreciation expense for the years ended December 31 201 4 201 3 and 201 2 was $1 4 million $1 4 million and $1 i million respectively Leasehold improvements are capitalized and depreciated using the straight-line method over the terms of the respective leases or the estimated useful lives of the improvements whichever is shorter Expected terms include lease option periods to the extent that the exercise of such options is reasonably assured

Pursuant to the terms of noncancelable lease agreements in effect at December 31 2014 pertwning to banking premises and equipment future minimum rent commitments under various operating leases are as follows for years ended December 31 (Dollars in thousands)

2015 2016 2017 201 8 2019 Thereafter Total

$ 303 $ 306 $ 1 91 $ 79 $ 79 $ 298 $ i 257

The leases contain options to extend for periods from five to 50 years The cost of exercising such options is not included above Total rent expense for the years ended December 31 201 4 201 3 and 201 2 amounted to approximately $336 $334 and $426 thousand respectively

Notes to Consolidated Financial Statements

VI Deposits

Time deposits greater than or equal to $100 thousand were $653 million and $723 million at December 31 201 4 and 201 3 respectively Interest expense on these deposits was $08 million $1 1 million and $1 4 million in 201 4 201 3 and 201 2 respectively

At December 31 2014 the scheduled maturities of time deposits are as follows (Dollars in thousands

2015 201 6 201 7 2018 2019 Total

$ 66577 $ 26867 $ 32074 $ 1 4084 $ 1 1 81 0 $ 1 51 41 2

Interest-bearing deposits at December 31 consist of the following (Dollars in thousands)

20 1 4

201 3

NOW and Money Market

$ 229355

$ 225263

Savings

$ 55301

$ 53326

Time $100000 and over

$ 65267

$ 72339

Time Other

$ 86145

$ 93065

Total

$ 436068

$ 443993

The aggregate amount of deposit overdrafts included in loans at December 31 201 4 and 201 3 was $244 and $1 91 thousand respectively

VII Borrowings

The Bank has the ability to borrow from the Federal Home Loan Bank with borrowings collateralized by first mortgage loans mulshytifamily and farmland loans under a blanket lien agreement in the amount of approximately $60 million Based on this collateral and the Banks holdings of FHLB stock the Bank is eligible to borrow up to approximately $38 million at year-end 201 4

During 201 2 and in conjunction with the purchase of 392663 treasury shares of stock the Corporation borrowed $6 million from a correspondent bank pursuant to a newly established line of credit The borrowings bear an interest rate equal to the lenders prime rate with a minimum rate of 325 At December 31 201 4 the rate was 325 and the balance outstanding was $36 million The Corporation was required to make quarterly interest-only payments on this line of credit through December 31 201 3 after which in addition to quarterly interest payments the Corporation must make equal annual principal payments of $1 2 million through December 31 201 7 when the line of credit matures There is no prepayment penalty associated with the borrowing should the Corporation decide to repay the debt prior to maturity

As of December 31 201 4 the Bank was not in compliance with one of the note covenants relating to annual return on assets The note contains certain covenants including financial covenants for the Bank which must be met at all times Should the Corporation or the Bank be found not compliant with them during the term of the note there are remedies the issuing financial institution shall have the right to enforce including that the note could become immediately due and payable The issuing financial institution has approved the noncompliance for the fourth quarter ended December 31 201 4

Notes to Consolidated Financial Statements

VI II I n come Taxes

Income taxes reflected in the consolidated statements of operations consist of the following (Dollars in thousands)

20 1 4 2013 Current payable

Federal $ 30 $ 96 State 80

Deferred tax benefit 60 1 96 Income tax expense $ 90 $ 372

The Corporations income tax expense beneflt) differed from the federal statutory rate of 34 as indicated in the following analysis

(Dollars in thousands)

20 1 4 2013

Tax based on statutory rate $ 388 $ 458 State taxes net of federal tax benefit (1 06) 53 Effect of tax-exempt income (31 0) (276) Other net 1 1 8 1 37 Income tax expense $ 90 $ 372

The Corporation has the following deferred tax assets and liabilities at December 31 (Dollars in thousands)

Deferred tax assets Deferred tax liabilities

Net deferred tax assets

20 1 4

$ 31 07 (2782)

$ 325

2013

$ 2982 (2637)

$ 345

2012

$ 1 234 727 (68)

$ 1 893

2012

$ 1 875 390 (31 4)

(58) $ 1 893

The components of deferred income taxes were principally related to the allowance for loan losses other real estate owned write-downs differences in amortization of core deposit intangible assets depreciation and mortgage servicing rights Deferred tax liabilities related to unrealized losses and gains on securities available for sale are $260 and $296 thousand at December 31 201 4 and 201 3 respectively

The Corporation files income tax returns in the US federal jurisdiction and the State of Illinois The Corporation is no longer subject to US federal or state income tax examination by tax authorities for years before 201 1

Notes to Consolidated Financial Statements

IX Employee Benefits

Substantially all employees are covered by a profit sharing plan The contribution determined in accordance with the provisions of the plan was $i 72 thousand $i 23 thousand and $207 thousand in 20i 4 20i 3 and 20i 2 respectively

Under the Corporations Employee Stock Option Plan the Corporation may grant options to its key employees for up to 1 00000 shares of common stock The exercise price of each option equals the market price of the Corporations stock on the date of grant and the options maximum term is ten years The vesting period is three years from the date of grant GAAP provisions require that compensation cost relating to share-based payment transactions be recognized in the financial statements with measurement based upon the fair value of the equity or liability instruments issued For the year ended December 3i 20i 2 the Corporation recognized $i i 3 thousand in compensation expense for stock options For the year ended December 3i 20i 3 the Corporation recognized $97 thousand in compensation expense for stock options For the year ended December 3i 20i 4 the Corporation recognized no compensation expense for stock options

The activity in the plan is summarized as follows

Outstanding at beginning of year Granted Exercised Forfeitedexpired Outstanding at end of year

Options exercisable at year-end

Non-vested options beginning of year Granted Vested Forfeitedexpired Non-vested options at year end

Shares

85998

(i 000)

84998

84998

20 1 4

Weighted Weighted Average Average

Exercise Price Contractual Term

$ 4762

3200

$ 4748

$ 4748

2 0 1 4

Number of Shares

8333

(8333)

(in years)

35

35

Weighted Average

Grant Date Fair Value

$ 3200

3200

$

2013

Weighted Weighted Shares Average Average

Exercise Price Contractual Term (in years)

88998 $ 4709

(667) 3200 (2333) 3747

85998 $ 4762 48

77665 $ 4929 4i

2013

Weighted

Number of Average

Grant Date Shares Fair Val u e

i 9333 $ 3200

(i 1 000) 3200

8333 $ 3200

The fair value of each option is estimated using Black-Scholes option-pricing model which requires the use of subjective valuation assumptions The expected volatility is based on historical volatility of the Corporations stock price The risk-free interest rates for periods within the contractual life of the awards are based on the US Treasury yield curve in effect at the time of the grant The expected life is based on historical exercise experience The dividend yield assumption is based on the Corporations history and expectation of dividend payouts There were no options granted in 20i 3 or 20i 4

At December Si 20i 4 there was no unrecognized cost related to non-vested stock options granted under the Employee Stock Option Plan

Notes to Consolidated Financial Statements

IX Emp loyee Benefits cont

The following table summarizes restricted stock activity

20 1 4 2013

Weighted Average Weighted Average Number of Grant Date Number of Grant Date

Shares Fair Value Shares Fair Value

Balance beginning of year 8959 $ 4000 $ Granted 8959 4000 Forfeited (888) 4000 Earned and issued (2250) 4000 Balance end of period 5821 $ 4000 8959 $ 4000

The fair value of the restricted stock awards is amortized to compensation expense over the vesting period (forty months) and is based on the market price of the Corporations common stock at the date of grant multiplied by the number of shares granted that are expected to vest At the date of grant the par value of the shares granted was recorded in equity as a credit to common stock and a debit to paid-in capital The weighted-average grant date fair value of restricted stock granted during the year ended December 31 201 4 was $4000 per share or $358 thousand Stock-based compensation expense for restricted stock for the year ended December 31 201 3 was $90 thousand Stock-based compensation expense for restricted stock during the year ended December 31 201 4 was $1 29 thousand Unrecognized compensation expense for non-vested restricted stock awards was $139 thousand and is expected to be recognized over a weighted average period of 34 months

X Related Party Transactions

The Bank has entered into transactions with certain directors executive officers significant stockholders and their affiliates or associshyates (related parties) Such transactions were made in the ordinary course of business on substantially the same terms and conditions including interest rate and collateral as those prevailing at the same tirne for comparable transactions with other customers and did not in the opinion of management involve more than normal credit risk or present other unfavorable features

Annual loan activity consisted of the following (Dollars in thousands

20 1 4 2013

Beginning balance $ 1 1 29 $ 1 1 63 New Joansadvances 1 94 46 Repayments (245) (80) Ending balance $ 1 078 $ 1 1 29

Deposits from related parties held by the Bank at December 31 201 4 and 201 3 amounted to $32 million and $37 million respectively

middot middot

XI Commitments and Contingencies

In the normal course of business the Bank makes various commitments and incurs certain contingent liabilities that are not reflected in the accompanying consolidated financial statements The credit risk associated with loan commitments and standby letters of credit is essentially the same as that involved with extending Joans to customers and is subject to the Banks credit policies Collateral or other security is normally not obtained for these financial instruments prior to their use and many of the commitments are expected to expire without being used

The following commitments existed at December 31 (Dollars in thousands

20 1 4 2013

Commitments to extend credit Fixed $ 33441 $ 26551 Variable 25597 24400

Standby letters of credit $ 483 $ 21 1

Notes to Consolidated Financial Statements

XII Reg u l atory M atters

The Bank is required to maintain average reserve balances with the Federal Reserve Bank based upon deposit levels and other facshytors The amount of those reserve balances for the years ended December Si 20i 4 and 20i 3 was approximately $i 00 thousand

Dividends are paid by the Corporation from its funds which are mainly provided by dividends from the Bank However national banking regulations and capital guidelines limit the amount of dividends that may be paid by banks

Banks and bank holding companies are subject to regulatory capital requirements administered by federal banking agencies Capital adequacy guidelines and additionally for banks prompt corrective action regulations involve quantitative measures of assets liabilities and certain off-balance-sheet items calculated under regulatory accounting practices Capital amounts and classificashytions are also subject to qualitative judgements by regulators Failure to meet capital requirements can initiate regulatory action Prompt corrective action provisions are not applicable to bank holding companies Furthermore the Banks regulators could require adjustments to regulatory capital not reflected in the financial statements

Prompt corrective action regulations provide five classifications well capitalized adequately capitalized undercapitalized significantly undercapitalized and critically undercapitalized although these terms are not used to represent overall financial condition If undershycapitalized capital distributions are limited as is asset growth and expansion and capital restoration plans are required

At December 3i 20i 4 the most recent notification from the Banks and Corporations regulator categorized the Bank as well capitalshyized under the regulatory framework for prompt corrective action To be categorized as well capitalized an institution must maintain minimum total risk-based Tier i risk-based and Tier i leverage ratios as set forth in the following tables There are no conditions or events since the notification that management believes have changed the Banks category The Banks and the consolidated Corporations actual capital amounts and ratios at December Si are presented in the table

Actual and required capital amounts and ratios are presented below at year-end (Dollars in thousands)

Minimum Minimum To Be For Capital Well-Capitalized

Actual Adequacy Purposes Under Bank Regulatory Capital Requirements

Amount Ratio Amount Ratio Amount Ratio 20 1 4 Total capital to risk weighted assets

Consolidated $ 56026 i 249 $ 35885 800 NIA NIA Bank 58957 i S i5 S5867 800 $ 448S4 i 000

Tier i (core) capital to risk weighted assets Consolidated 52i 2i i i 62 i 7942 400 NIA NIA Bank 55052 i 228 i 79S2 400 26898 600

Tier i (core) capital to average assets Consolidated 52 1 21 809 25768 400 NIA NIA Bank 55052 855 25908 400 S2i 94 500

20i3 Total capital to risk weighted assets

Consolidated $ 54577 i 289 $ S5995 800 NIA NIA Bank 56952 1S53 SS675 800 $ 42093 1 000

Tier 1 (core) capital to risk weighted assets Consolidated 5i S37 1 2 1 3 1 5931 400 NIA NIA Bank 5371 2 1 276 i 6838 400 25256 600

Tier 1 (core) capital to average assets Consolidated 5i 3S7 804 25306 400 NIA NIA Bank 537i 2 842 25675 400 31 895 500

Notes to Consolidated Financial Statements

XII I Earnings Per Share

The factors used in the earnings per share computation are as follows (Dollars in thousands except per share data)

20 1 4 2013 2012

Income Weighted- Per Share Income Weighted- Per Share Income Weighted- Per Share Average Amount Average Amount Average Amount Shares Shares Shares

Basic earnings per share Net income $ 1 050 1 048g23 $ 1 00 $ 976 1 043765 $ 94 $ 3622 1 352929 $ 268 Effect of assumed exercise

of stock options and restricted stock awards 1 831 9786 NIA

Diluted earnings per share Net income $ 1 050 1 050754 $ 1 00 $ 976 1 053551 $ 93 $ 3622 1 352g2g $ 268

Options to purchase 68500 68500 and 88998 shares of common stock were outstanding at December 31 201 4 201 3 and 201 2 but were not included in the computation of diluted EPS because the options exercise price was greater than the average market price of the common shares for each period

Notes to Consolidated Financial Statements

XIV Fair Val u e Measurements

ASC Topic 820 Fair Value Measurements defines fair value as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market parshyticipants at the measurement date Topic 820 also specifies a fair value hierarchy which requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value The standard describes three levels of inputs that may be used to measure fair value

Level i Quoted prices in active markets for identical assets Level 2 Observable inputs other than Level i prices such

as quoted prices for similar assets quoted prices in markets that are not active or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities

Level 3 Unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets

Following is a description of the valuation methodologies and inputs used for assets and liabilities measured at fair value on a recurring basis and recognized in the accompanying balance sheets as well as the general classification of such assets and liabilities pursuant to the valuation hierarchy

Securities Available for Sale

Securities classified as available for sale are reported at fairvalue utilizing Level 2 inputs Except for equity securities unadjusted quoted prices in active markets for identical assets are utilized to determine fair value at the measurement date which are conshysidered Level i inputs For all other securities the Corporation obtains fair value measurements from an independent pricing sershyvice The fair value measurements consider observable data that may include dealer quotes market spreads cash flows the US Treasuryyield curve live trading levels trade execution data market consensus prepayment speeds credit information and the bonds terms and conditions among other things

Certain financial assets and financial liabilities are measured at fair value on a nonrecurring basis that is the instruments are not measured at fair value on an ongoing basis but are subject to fair value adjustments in certain circumstances (for example when there is evidence of impairment) At December 3i 20i 3 other real estate owned measured at fair value was $7 5 million using a combination of observable inputs including recent appraisshyals and unobservable inputs based on customized discounting criteria Due to the significance of the unobservable inputs all other real estate owned fair values have been classified as Level 3 Rnancial assets and financial liabilities excluding impaired Joans measured at fair value on a nonrecurring basis were not significant at December 31 201 4 and 2013

The following tables summarize financial assets measured at fair value at December 31 segregated by the level of the valuation inputs within the fair value hierarchy utilized to measure fair value (Dollars in thousands)

Level 1 Level 2 Level 3 Total 20 1 4 Inputs Inputs Inputs Fair Value Recurring

$ Equity securities $ 456 $ $ 456 Securities available for sale $ $ i 27768 $ $ 1 27768

Nonrecurring $ Impaired Joans $ $ 1 069 $ 1 069

other real estate owned $ $ $ 3375 $ 3375

201 3 Recurring

$ $ Equity securities $ 2405 $ 2405 Securities available for sale $ $ i 4706i $ $ 1 4706i

Nonrecurring $ Impaired loans $ $ 91 6 $ 9 1 6

Other real estate owned $ $ $ 832 $ 832

Notes to Consolidated Financial Statements

XI Fair Value of Financial Instruments

The canying amount and fair value of the Corporations other financial instruments at December 31 are set forth below (Dollars in thousands)

Financial assets Cash and cash equivalents Restricted stock -Loans held for sale Loans net Accrued interest receivable

Financial liabilities Deposits Other borrowings Accrued interest payable

Commitments to orginate loans

Letters of credit

Lines of credit

Forward sale commitments

Carrying Amount

$ 2671 5 1 647 2432

405059 3369

$ 548940 3600

52

2014 201 3

Fair Value Carrying Amount

$ 2671 5 $ 36838 1 647 1 494 2432 5902

405027 377172 3369 2820

$ 51 3334 $ 549645 3600 4800

52 66

Fair Value

$ 36838 1 494 5902

377166 2820

$ 502487 4800

66

Notes to Consolidated Financial Statements

XV Fair Val u e of Financial Instrum ents cont

Nonrecurring Measurements Following is a description of the valuation methodologies and inputs used for assets measured at fair value on a nonrecurring basis and recognized in the accompanying balance sheets as well as the general classification of such assets pursuant to the valuation hierarchy For assets classified within Level 3 of the fair value hierarchy the process used to develop the reported fair value is described below

Other Real Estate Owned Other real estate owned (OREO) is carried at fair value Jess estimated cost to sell when the real estate is acquired Estimated fair value of OREO is based on appraisals or evaluations OREO is classified within Level 3 of the fair value hierarchy

Appraisals of OREO are obtained when the real estate is acquired and subsequently as deemed necessary by the Banks manageshyment Appraisals are reviewed for accuracy and consistency by the Bank Appraisers are selected from the list of approved appraisers maintained by management

Collateral-dependent Impaired Loans Net of ALLL The estimated fair value of collateral-dependent impaired Joans is based on the appraised fair value of the collateral Jess estimated cost to sell Collateral-dependent impaired Joans are classified within Level 3 of the fair value hierarchy

The Bank considers the appraisal or evaluation as the starting point for determining fair value and then considers other factors and events in the environment that may affect the fair value Appraisals of the collateral underlying collateral-dependent Joans are obtained when the loan is determined to be collateral-dependent and subsequently as deemed necessary by the Banks management Appraisals are reviewed for accuracy and consistency by the Bank Appraisers are selected from the list of approved appraisers mainshytained by management The appraised values are reduced by discounts to consider lack of marketability and estimated cost to sell if repayment or satisfaction of the Joan is dependent on the sale of the collateral These discounts and estimates are developed by the credit department by comparison to historical results

Notes to Consolidated Financial Statements

XV Fair Val ue of Financial Instruments cont

Unobservable (Level 3) Inputs The following table presents quantitahve information about unobservable inputs used in recurring and nonrecurring Level s fair value measurements other than goodwill (Dollars in thousands)

Other real estate owned

middot Collateral-dependent impaired loans

Other real estate owned

Collateral-dependent impaired loans

Fair Value at 123 114

$ 3375

$ 1 069

Fair Value at 123113

$ 832

$ 91 6

Sensitivity of Significant U nobservable Inputs The following is a discussion of the sensitivity of significant unobshyservable inputs the interrelationships between those inputs and other unobservable inputs used in recurring fair value measureshyment and of how those inputs might magnify or mitigate the effect of changes in the unobservable inputs on the fair value measurement

The following follows the Fair value table The following methods were used to estimate the fair value of all other financial instruments recognized in the accompanying balshyance sheet at amounts other than fair value

Cash and Cash Equivalents The carrying amount approximates fair value

Loans Held For Sale The carrying amount approximates fair value due to the insigshynificant time between origination and date of sale The carrying amount is the amount funded and accrued interest

Loans

Fair value is estimated by discounting the future cash flows using the market rates at which similar notes would be made to borshyrowers with similar credit ratings and for the same remaining maturities The market rates used are based on current rates the Bank would impose for similar loans and reflect a market parshyticipant assumption about risks associated with nonperformance illiquidity and the structure and term of the loans along with local economic and market conditions

Restricted Stock Fair value is estimated at book value due to restrictions that limit the sale or transfer of such securities

Valuation Unobservable Range Technique Inputs (Weighted

Market comparable Comparability Average)

properties adjustments () Not available

Market comparable Marketability properties discount 1 0 - 1 5 (1 2)

Valuation U nobservable Range Technique Inputs (Weighted

Market comparable Comparability Average)

properties adjustments () Not available

Market comparable Marketability properties discount 1 0 - 1 5 (1 2)

Accrued Interest Receivable and Payable

The carrying amount approximates fair value The carrying amount is determined using the interest rate balance and last payment date

Deposits and Other Borrowings Fair value of term deposits is estimated by discounting the future cash flows using rates of similar deposits with similar maturities The market rates used were obtained from a knowledgeable independent third party and reviewed by the Corporation The rates were the average of current rates offered by local competishytors of the bank subsidiaries

The estimated fair value of demand NOW savings money marshyket deposits and other borrowings is the book value since rates are regularly adjusted to market rates and amounts are payable on demand at the reporting date

Commitments to Originate Loans Forward Sale Commitments Letters of Credit and Lines of Credit The fair value of commitments to originate loans is estimated using the fees currently charged to enter into similar agreements taking into account the remaining terms of the agreements and the present creditworthiness of the counterparties For fixedshyrate loan commitments fair value also considers the difference between current levels of interest rates and the committed rates

The fair value of commitments to sell securities is estimated based on current market prices for securities of similar terms and credit quality

The fair values of letters of credit and lines of credit are based on fees currently charged for similar agreements or on the estimated cost to terminate or otherwise settle the obligations with the counterparties at the reporting date

Notes to Consolidated Financial Statements

XVI Accumul ated Comprehensive Income (Loss)

The components of accumulated other comprehensive income loss) included in stockholders equity are as follows (Dollars in thousands)

Net unrealized gains (Joss) on available for sale securities Tax effect Net-of-tax amount

20 1 4

$ 766 (260)

$ 506

2013

$ (871) 296

$ (575)

Amounts reclassified from accumulated other comprehensive income and the affected line items in the statements of income during the years ended December 31 were as follows

Affected line item in 20 1 4 2013 2012 the statements of

income

Net realized gains of Unrealized gains on securities available for sale $ 368 $ 434 $ 2084 sales of available for-sale

securities

Tax effect (1 26) (i 48) (709) Income taxes Total reclassification out of accumulated other comprehensive income $ 242 $ 286 $ 1 375 Net reclassified

amount

XVII Goodwill and Acquired Intangible Assets

The Corporations goodwill and intangible assets are as follows There was no Impairment of goodwill or intangible assets in 2014 or 2013 (Dollars in thousands)

20 1 4 2013

Goodwill $ 3265 $ 3265 Core deposit intangibles $ 1 805 $ 1 805 Non-compete agreement 375 375 Intangible assets 21 80 2 180 Less accumulated amortization 2 180 2090

Total intangible assets $ $ 90

Aggregate amortization expense for years ended December 31 2014 201 3 and 201 2 was $90 $181 and $1 80 thousand respectively

XVI II Subsequent Events

Management evaluated subsequent events through February 27 201 5 the date the consolidated financial statements were available to be issued Events or transactions occurring after December 31 2014 but prior to February 27 2015 that provided additional evidence about conditions that existed at December 31 2014 have been recognized in the consolidated financial statements for the year ended December 31 2014 Events or transactions that provided evidence about conditions that did not exist at December 31 201 4 but arose before the consolidated financial statements were available to be issued have not been recognized in the consolidated financial statements for the year ended December 31 2014

This information is an Integral part of the accompanying consolidated financial statements

Independent Auditors Report

CPAs amp Advisors

Board of Directors

NI Bancshares Corporation

Sycamore Illinois

We have audited the accompanying consolidated financial statements of NI Bancshares Corporation which comprise

the consolidated balance sheets as of December 3 1 2014 and 2013 and the related consolidated statements of income

comprehensive income (loss) stockholders equity and cash flows for the years ended December 3 1 2014 2013 and 2012 and the related notes to the consolidated financial statements

Managements Responsibility for the Financial Statements

Management is responsible for the preparation and fair presentation of these consolidated financial statements in accordance

with accounting principles generally accepted in the United States of America this includes the design implementation and

maintenance of internal control relevant to the preparation and fair presentation of consolidated financial statements that are

free from material misstatement whether due to fraud or error

Auditors Responsibility

Our responsibility is to express an opinion on these consolidated financial statements based on our audits We conducted our

audits in accordance with auditing standards generally accepted in the United States of America Those standards require that

we plan and perform the audit to obtain reasonable assurance about whether the consolidated financial statements are free from material misstatement

An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the consolidated

financial statements The procedures selected depend on the auditors judgment including the assessment of the risks of material misstatement of the consolidated financial statements whether due to fraud or error In making those risk

assessments the auditor considers internal control relevant to the Corporations preparation and fair presentation of the

consolidated financial statements in order to design audit procedures that are appropriate in the circumstances but not for

the purpose of expressing an opinion on the effectiveness of the Corporations internal control Accordingly we express no

such opinion An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of

significant accounting estimates made by management as well as evaluating the overall presentation of the consolidated

financial statements

We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion

Opinion In our opinion the consolidated financial statements referred to above present fairly in all material respects the financial position of NI Bancshares Corporation as of December 3 1 2014 and 2013 and the results of its operations and cash flows

for the years ended December 3 1 2014 2013 and 2012 in accordance with accounting principles generally accepted in the United States of America

Decatur Illinois February 27 2015

PRESID ENT I CEO Michael A Cullen

BUSI NESS BANKING Charles C Kaiser Senior Vice President - Business Banking

Michael A Hawley Senior Vice President - Senior Commercial Loan Officer

Grant M Goltz Vice President - Commercial Loan Officer

Lucas G Goucher Vice President - Commercial Loan Officer

Nicholas D Lee Vlce President - Commercial Loan Officer

Robert W Mason Vice President - Commercial Loan Officer

Timothy J Meyer Vice President - Commercial Loan Officer

Sheela Prahlad Vice President - Commercial Loan Officer

CREDIT D EPARTMENT

Karen A Kuppler Senior Vice President - Chief Credit Officer

Gerald W Brantner Vice President - Senior Collector

CONSUM ER BANKING RESIDENTIAL LENDING ORIGINATION

Mark R ODell Vice President - Senior Retail Loan Officer

CONS U M ER BANKING Bradley V Brown Senior Vice President - Consumer Banking (Security Officer)

Terrence M Duffy Senior Vice President - Consumer Banking Division Manager

Ishmael M McGhee Vice President - Consumer Banking Division Manager

Frank P Turza Vice President - Consumer Banking Division Manager

Directory of NBamp T

TRUST D EPARTMENT R David Van Buren Senior Vice President - Trust amp Investments

Stephen J Colianni Vice President -Trust Investment Officer

Stephen G Corcoran Vice President - Employee Benefits Manager

Karen J Daleo Vice President - Trust Tax Manager amp Assistant Secretary

James J Dombek Vice President - Personal Trust Manager amp Secretary

Kathryn J Johnson Vice President -Trust Administrator

Thomas M Sullivan Vice President - Trust Administrator

Carolyn S Swafford Vice President - Trust Administrator

FAR M SERVIC E DEPARTM ENT Scott R Pumroy Vice President - Farm Service Department Manager

OPERATIONS D EPARTMENT

Michelle R Carlson Vice President - Operations

Hien Van Do Vice President - Core Banking Systems Administrator

ACCOUNTING DEPARTM ENT David N McCoy Senior Vice President - Chief Financial Officer

BRAND amp MARKETING Tami J Armstrong Vice President - Brand amp Marketing

H U MAN RESOU RCES Samantha J Dailey Vice President - Human Resources

AUDITING DEPARTMENT Sarah M Taylor Vice President - Internal Audit

EXHIBIT 2A

NI BANCSHARES CORPORATIONS ORGANIZATIONAL CHART

NI BANCSHARES CORPORATIO N

230 W STATE ST SYCAMORE IL 601 78

State of Incorporation = Delaware

1 00

THE NATIONAL BAN K amp TRUST COMPANY OF SYCAMORE

230 W STATE ST SYCAMOR_E IL 601 78

hsults A list of branches for your depostorv nstftution NATIONAL BANK amp TRUST COMPANY OF SYCAMOftE THE (ID_RSSO 534345)

This depository fnstltutlon fs held by NI BANCSHARES CORPORATION (1827893) of SYCAMORE IL

The data are as of 12312014 Data reflects Information that was received and procMsed through 01072JJ1S

Reconciliation and YerfCtton Steps

1 In the Data Action column of each brmch row enter one or more of the actions specifild hilow 2 If required enter the date In the Effective te column

Actions

OK If the branch Information Is COfTect enter OK in the Data Action column

Chan1e If the branch Information Is incorrlCt or Incomplete revrse the data enter Change In the Data Action column and the date when this lnformaUon first beame valid Jn the Etfedive Oatbull column

Cose If a branch llsted was sold or closed enter dose In the Data Action column and thl ule or closure date In the Effective Date column Delete If a branch listed was never owned by th(s depository Institution enter Delltl In thl Oatbull Action column

Add lfa reportable branch Is missing Insert a row add the branch data and enter Add in thl Data Action column and the opening or acquisition date In the Effective Date laquo)lumn

If printing this lrst you may need to adjust your page setup in MS Excel Try uslng landscape orientation p1ae scaling andor liegal sl1ed pa pier

Submission Procedure

When you a finiihed send a savied copy to your FRB contact See the det1iled lmtructions on this site for more Information

If vou are ie-malllng this to your FRB contAct put your Institution name dtyand state In thie subjtct line of the e-mail

Note To satisfy the FR YmiddotlO portln1 rirements you must also submit FR Ymiddot10 Oomes-tic Branch Schedules for each bninch with a Ot Attlon of nae Close Deletl or Add

The FR fmiddotlO rieport may be submitted in a hardcopy format or via the FR Y-10 Online application middot httpsylOonlinefederalreservegov

bull FDIC UNINUM Office Number and ID_RSSD columns are for reference only Verification of these values Is not required

- Effecdw Ote Branch Service Type Bnnch ID Rssobull Popular Name Street Address City NATIONAL BANK amp TRUST COMPANY Of

OK Fun servlCI (Head Offitt) 53045 SYCAMORE THE 230 WEST STATE STREET SYCAMORE

OK Full Service 3310232 2290 SYCAMORE ROAD OfFICE 2290 SYCAMORE ROAD DEKALB

OK Full lce 3735255 BANCO NBampT BRANCH 1029 PLEASANT STREET DEKALB

OK Fullservice 354132 NSampT SQUARE BRANCH 130 WEST LINCOLN HIGHWAY DEKAlB

OK Full Service 3735246 ELBURN BRANCH 930 NORTH MAJN STREET ELBURN

OK Full Service 3310241 GENOA BRANCH 601 PEARSON DRIVE GfNOA

OK Full service 2192507 200 NORTH MAIN STREET OfFICE 200 NORTH MAIN STREET UtANO

OK full Service 4394873 SANDWlCH BRANCH 321 E OIURCH STREET SANDWlCH

OK Fullice 2D8577S SERENA BRANCH US HIGHWAY 52 SOMONAUK ROAD SERENA

OK Full Service 2431457 1425 DEKAl8 AVENUE BRANCH 1425 DEKALB AVENUE SYCAMORE

St1te

IL

IL

IL

IL

IL

IL

IL

IL

IL

IL

Zip Code Countv

60178 DEKALB

60US DEKALB

60115 DEKALB

60U5 DEKALB

60119 KANE

60135 DEKALB

60531 IASAllE

60548 DEKALB

60549 LA SAUE

60178 DEKALB

Country FDIC UNINUMbull Office Numberbull Hbullad Office Head Office ID_RSSD Comments

NATIONAL BANK amp TRUST COMPANY Of

UNITED STATES 6414 0 SYCAMORE THE 534345 NATIONAL BANK amp TRUST COMPANY OF

UNITED STATES 221714 2 SYCAMORE THE 534345 NATIONAL BANK amp TRUST COMPANY Of

UNITpound0 STATES 475977 9 SYCAMORE THE 534345

NATIONAL BANK amp TRUST COMPANY OF

UNITED STATES 10484 5 SYCAMORE THE 534345 NATIONAL BANK amp TRUST COMPANY OF

UNITED SfATES 475976 8 SYCAMORE THE 534345

NATIONAL BANK amp TRUST COMPANY OF

UNITED STATES 424666 4 SYCAMORE THE 534345 NATIONAL BANK amp TRUST COMPANY OF

UNITED STATES 237859 7 SYCAMOftE THE 534345 NATIONAL BANK amp TRUST COMPANY Of

UNITED STAttS 530108 10 SYCAMORE THE 534345 NATIONAL BANK amp TRUST COMPANY Of

UNITED STATES 2318S8 6 SYCAMORE THE 534345 NATIONAL BANK amp TRUST COMPANY OF

UN ITED STATES 264332 1 SYCAMORE THE 534345

Re ort Item 3 Securities Holders

FR Y-6

NI Bancshares Corporation

Sycamore IL

Fiscal Year Ending December 3 1 201 4

Current Securities Holders with ownership control or holdings of 5 or more with power to vote as-of fiscal year end

Securities Holders not listed in 3(1 )(a) through (3)(1 )(c) that had

ownership control or holdings of 5 or more with power to vote

during the fiscal year

(1 )(a)

Name amp Address (City

State Country)

James W Dutton

Tulsa OK USA

Jane Danielson

Freeport ME USA

Anne Pick

St Paul MN USA

(1 )(b)

Country of

Citizenship or

Incorporation

USA

USA

USA

(1 )(c) Number and

Percentage of Each

Class of Voting

Securities

62324 shares 594

84563 shares 806

88480 shares 843

(2)(a) (2)(b)

Country of

Name amp Address Citizenship or

(City State Country) Incorporation

(2)(c) Number and

Percentage of Each

Class of Voting

Securities

FA Y--6

NI Bancshares Corporation Sycamore ll

Ascal Year Ending December 311 2014

(1) (2) (3)(bull) (3)(b) (3)(o) (4)(bull) (4)(b) (4)(o) Percentage of List names of other companies

Percentage of Voting Securities Includeamp partnerships) If 25 or more Voting Securities ln Subsidiaries of voting securftles are held (list

Names amp Address Principal Occupation II other than Title amp Position with Title amp Position with Subsidiaries Title amp Position with Other Businesses Jn Holding (Include names names ol companies and percentage of

(City State Country) with Holding Company Holding Company (Include names of subsidiaries) (Include names ol other businesses) Company of subsidiaries) voting securltles held)

Michael A Cullen NIA Director President amp CEO Director President amp CEO NIA 018 None NIA Sycamore IL USA The National Bank amp Trust

Company of Sycamore

Richard N Anderson President - Anderson Director Director President 159 None Anderson Funeral Home Ltd (100) DeKalb JL USA Funeral Home Ltd The Natrona[ Bank amp Trust Anderson Funeral Home Ltd

Company of Sycamore

John H Boles NIA Director Retired Trust Officer NIA 149 None NIA Sycamore IL USA The National Bank amp Trust

Company of Sycamore

Evelina J Cichy Retired Vice President of Instruction Director Director NA 015 None NIA DeKalb IL USA Klshwaukee College The Natrona Bank amp Trust

Company of Sycamore

James W Dutton CFO Macrosolva lnc Chairman of the Board Chairman of the Board CFO Macrosolve lnc 594 None NIA Tulsa OK USA The Natonal Bank amp Trust

Company of Sycamore

Robert B Johnson Partner - Johnson Farms Director Director Partner 063 None Johnson Farms (40) DeKalb IL USA The National Bank amp Trust Johnson Farms

Company of Sycamore

Robert C Johnson NIA Director Director NIA 034 None NIA DeKalb IL USA The National Bank amp Trust

Company of Sycamore

Kevin P Poorten President amp CEO - Kish Health Syse Director Director NA 005 None NIA DeKalb IL USA The National Bank amp Trust

Company of Sycamore

Douglas C Roberts Private Investor Director Director PresidentmiddotZea mays Holdings LLC 382 None Zea mays Holdngs LLC (100) Sycamore IL USA The National Bank amp Trust

Company of Sycamore

Tmothy P Suter President amp CEO - Suter Company Director Director NA 002 None NIA Sycamore IL USA The Natlonal Bank amp Trust

Company of Sycamore

Report lem 4 Insiders -PAGE 2 of 2

Tami Armstrong NIA NIA VP Brand amp Marketng NIA 0005 None NIA Sycamore IL USA The Natonal Bank amp Trust

Company of Sycamore

Bradley V Brown NIA NIA SVP Consumer Banking NIA 0004 None NIA DeKalb IL USA The Natlonal Bank amp Trust

Company of Sy9amore

Michelle Carlson NIA NIA VP Operallons NIA 0004 None NIA SuQar Grove IL USA The National Bank amp Trust

Company of Sycamore

Sa_111antha J Dalley NIA NIA VP Human Resources NIA 0003 None NIA Sycamore IL USA The National Bank amp Trust

Company of Sycamore

James Dombek NIA NIA VP Personal Trust Manager NIA 0002 None NIA Sycamore IL USA The National Bank amp Trust

Company of Sycamore

Michael Hawley Geneva IL USA NIA NIA Sr VP Sr Commercial Loan Officer NIA 0005 None NIA

The Natfonal Bank amp Trust Company of Sycamore

Charles C Kaiser NIA NIA Sr VP Senior Lending Officer NIA 0007 None NIA Sycamore IL USA The National Bank amp Trust

Company of Sycamore

Karen Kupper NIA NIA SVP Chief Credit Offcer NIA 0003 None NIA Hinkley IL USA The Natonal Bank amp Trust

Company of Sycamore

Davld N McCoy NIA Treasurer SVP Chief Flnanclitl Officer NIA 0006 None NIA South Elgin IL USA The Natlonal Bank amp Trust

Company of Sycamore

Mark ODell NIA NIA VP Sr Residentlal loan Officer NIA 0000 None NIA Aurora IL USA The National Bank amp Trust

Company of Sycamore

A David VanBuren NIA NIA SVP Trust amp Investments NIA 0005 None NIA Sycamore IL USA The National Bank amp Trust

Company of Sycamore

  • FR Y-6 Cover Page
  • Report Item 1 Annual Report to Shareholders
  • Report Item 2a Organization Chart
  • Report Item 2b Domestic Branch Listing
  • Report Item 3 Securities Holders
  • Report Item 4 Insiders
Page 20: Annual Report of Holding Companies-FR Y-6/media/others/banking/...consistent and deliberate in implementing our strategic initiatives. In addition to our loan growth, our trust assets

Notes to Consolidated Financial Statements

I l l Loans cont

The Corporation categorizes loans into risk categories based on relevant information about the ability of borrowers to service their debt such as current financial information historical payment experience credit documentation public information and current economic trends among other factors This analysis is performed on an annual basis at a minimum The Corporation uses the following definitions for risk ratings

Internal Risk Categories Loan grades are numbered i through 7 Grades i through 4 are considered pass grades The grade of 5 or Special Mention represents loans of lower quality and is considered criticized The grades of 6 or Substandard and 7 or Doubtful refer to assets that are classified The use and application of these grades by the bank will be uniform and shall conform to the banks policy

Pass (1) loans are of superior quality with excellent credit strength and repayment ability providing a nominal credit risk

Pass (2) loans are of above average credit strength and repayment ability providing only a minimal credit risk

Pass (3) loans of reasonable credit strength and repayment ability providing an average credit risk due to one or more underlying weaknesses

Pass (4) loans of the lowest acceptable credit strength and weakened repayment ability providing a cautionary credit risk due to one or more underlying weaknesses New borrowers are typically not underwrillen witl1in this classification

Special Mention (5) assets have potential weaknesses that deserve managements close attention If left uncorrected these potential weaknesses may result in deterioration of the repayment prospects for the asset or in the institutions credit position at some future date Special mention assets are not adversely classified and do not expose an institution to sufficient risk to warrant adverse classification Ordinarily special mention credits have characteristics which corrective management action would remedy

Substandard (6) loans are inadequately protected by the current sound worth and paying capacity of the obligor or of the collateral pledged if any Loans so classified must have a well-defined weakness or weaknesses that jeopardize the liquidation of the debt They are characterized by the distinct possibility that the Bank will sustain some loss if the deficiencies are not corrected

Doubtful (7) loans classified as doubtful have all the weaknesses inherent in those classified Substandard with the added characteristic that the weaknesses make collection or liquidation in full on the basis of current known facts conditions and values highly questionable and improbable

Risk characteristics applicable to each segment of the loan portfolio are described as follows

Residential 1 -4 Family The residential i -4 family real estate are generally secured by owner-occupied i -4 family residences Repayment of these loans is primarily dependent on the personal income and credit rating of the borrowers Credit risk in these loans can be impacted by economic conditions within the Banks market areas that might impact either property values or a borrowers personal income Risk is mitigated by the fact that the loans are of smaller individual amounts and spread over a large number of borrowers

Non-residential Real Estate Non-residential real estate loans typically involve larger principal amounts and repayment of these loans is generally dependent on the successful operations of the property securing the loan or the business conducted on the property securing the loan These loans are viewed primarily as cash flow loans and secondarily as loans secured by real estate Credit risk in these loans may be impacted by the creditworthiness of a borrower property values and the local economies in the Banks market areas

Construction and Land Development Real Estate Conshystruction and land development real estate loans are usually based upon estimates of costs and estimated value of the completed project and include independent appraisal reviews and a financial analysis of the developers and property owners Sources of repayment of these loans may include permanent loans sales of developed property or an interim loan commitment from the Bank until permanent financing is obtained These loans are considered to be higher risk than other real estate loans due to their ultimate repayment being sensitive to interest rate changes general economic conditions and the availability of long-term financing Credit risk in these loans may be impacted by the creditworthiness of a borrower property values and the local economies in the Banks market areas

Commercial The commercial portfolio includes loans to commercial customers for use in financing working capital needs equipment purchases and expansions The loans in this category are repaid primarily from the cash flow of a borrowers principal business operation Credit risk in these loans is driven by creditworthiness of a borrower and the economic conditions that impact the cash flow stability from business operations

Loans to individuals The consumer loan portfolio consists of various term and line of credit loans such as automobile loans and loans for other personal purposes Repayment for these types of loans will come from a borrowers income sources that are typically independent of the loan purpose Credit risk is driven by consumer economic factors (such as unemployment and general economic conditions in the Banks market area) and the creditworthiness of a borrower

Agricultural Production and Farmland Loans Agricultural production loans are generally comprised of seasonal operating lines to cash grain farmers to plant and harvest corn and soybeans and term loans to fund the purchase of equipment Farmland loans are primarily comprised of loans for the purchase of farmland Specific underwriting standards have been established for agricultural-related loans including the establishment of projections for each operating year base on industry developed estimates of farm input costs an expected commodity yields and prices Operating lines are typically written for one year and secured by the crop Loan-to-value ratios on Joans secured by farmland generally do not exceed 65 and have amortization periods limited to twenty-five years Federal government-assistance lending programs through the Farm Service Agency are used to mitigate the level of credit risk when deemed appropriate

Notes to Consolidated Financial Statements

The following table presents the credit risk profile of the Banks loan portfolio based on internal rating category and payment activity as of December 31 2014 and 2013 (Dollars in thousands)

Non Residential Residential Agricultural Loans-to

Construction Farmland Real Estate Real Estate Production Commercial Individuals Other

20 1 4 Loan Class Pass $ 1 1 274 $ 20488 $ 1 0941 2 $ 1 35059 $ 1 2530 $ 45386 $ 57280 $ 5738 Special mention 1 261 Substandard 2925 5879 1 1 79 554 Doubtful Total $ 1 4 1 99 $ 20488 $ 1 15291 $ 1 37499 $ 1 2530 $ 45940 $ 57280 $ 5738

201 3 Loan Class Pass $ 1 6327 $ 1 6505 $ 98646 $ 1 29428 $ 1 2 1 28 $ 38282 $ 42883 $ 6206 Special mention 892 5667 448 840 2503 Substandard 3471 560 5 138 488 Doubtful Total $ 1 9798 $ 1 7397 $ 1 04873 $ 1 3501 4 $ 1 2968 $ 41 273 $ 42883 $ 6206

The Bank evaluates the loan risk grading system definitions and allowance for loan loss methodology on an ongoing basis No significant changes were made to either during the past year

The accrual of interest on loans is discontinued at the time the loan is 90 days past due unless the credit is well-secured and in process of collection Past due status is based on contractual terms of the loan In all cases loans are placed on non-accrual or charged-off at the earlier date if collection of principal and interest is considered doubtful

All interest accrued but not collected for loans that are placed on non-accrual or charged-off is reversed against interest income The interest on these loans is accounted for on the cash-basis or cost-recovery method until qualifying for return to accrual Loans are returned to accrual status when all principal and interest amounts contractually due are brought current and future payments are reasonably assured

Notes to Consolidated Financial Statements

The following tables present the Corporation s loan portfolio aging analysis at December 31 (Dollars in thousands)

Non Residential Residential Agricultural Loans to

Construction Farmland Real Estate Real Estate Production Commercial Individuals Other Total

201 4 30-89 days past due $ $ $ 1 92 $ $ $ $ 707 $ 23 $ 922 90 days or greater

past due or nonaccrual 1 68 6327 551 92 2 7 140 Total past due and

nonaccrual 360 6327 551 799 25 8062 Current loans 1 4 1 99 20488 1 1 4931 1 31 1 72 1 2530 45389 56481 57 13 400903

Total loans receivable 1 4 1 99 20488 1 1 5291 1 37499 1 2530 45940 57280 5738 408965

Total loans 90 days or greater and accruing $ $ $ $ 571 1 $ $ $ 92 $ 2 $ 5805

2013 30-89 days past due $ $ $ 312 $ 57 $ $ $ 529 $ 28 $ 926 90 days or greater

past due or nonaccrual 770 4791 347 75 5983

Total past due and nonaccrual 1 082 4848 347 604 28 6909

Current loans 1 9798 1 7397 1 03791 1 301 66 1 2968 40926 42279 6 178 373503

Total loans receivable 1 9798 1 7397 1 04873 1 3501 4 1 2968 41273 42883 6206 38041 2

Total loans 90 days or greater and accruing $ $ $ 209 $ 3683 $ $ $ 75 $ $ 3977

A loan is considered impaired in accordance with the impairment accounting guidance (ASC 31 0-1 0-35-1 6) when based on current information and events it is probably the Corporation will be unable to collect all amounts due from the borrower in accordance with the contractual terms of the loan Impaired loans include non-performing commercial loans but also include loans modified in troubled debt restructurings where concessions have been granted to borrowers experiencing financial difficulties These concessions could include a reduction in the interest rate on the loan payment extensions forgiveness of principal forbearance or other actions intended to maximize collection

Included in certain loan categories in the impaired loans are troubled debt restructurings that were classified as impaired At December 31 201 4 and 201 3 the Corporation had $895 and $907 thousand respectively of commercial and non-residential real estate loans $76 and $76 thousand respectively in residential loans and $1 and $5 thousand respectively in consumer loans that were modified in troubled debt restructurings and impaired and that were performing in accordance with their modified terms

When economic concessions have been granted to borrowers who have experienced financial difficulties the loan is considered a troubled debt restructuring These concessions typically result from our loss mitigation activities and could include reductions in the interest rate payment extensions forgiveness of principal forbearance or other actions Troubled debt restructurings are considered impaired at the time of restructuring and typically are returned to accrual status after considering the borrowers sustained repayment performance as agreed for a reasonable period of at least six months or once the granted concessions have ended or are no longer applicable

As of December 31 201 4 and 201 3 the Bank had troubled debt restructurings all modification of payment terms with a recorded balance at original cost of $895 and $907 thousand respectively and consists of four commercial and non-residential real estate loans for both years which are all performing in accordance with the modified terms of the loan All four loans were added as troubled debt restructuring during the fourth quarter of 201 3 There was no difference between pre-modification and post-modification balances As of December 31 201 4 and 2013 the loans totaling $895 and $907 thousand respectively are on non-accrual and considered impaired by the Bank Based on the fair value of the collateral specific reserves required on the loans totaled $108 and $98 thousand as of December 31 201 4 and 2013 respectively During the years ended December 31 201 4 and 2013 there were no defaults of loans that had been modified as a troubled debt restructuring in the 1 2 month period prior to default

Notes to Consolidated Financial Statements I l l Loans cont

The following tables present the impaired loan balances (loans on non-accrual status) at December 31 (Dollars in thousands)

Non Residential Residential

Real Real Agricultural Loans to

Construction Farmland Estate Estate Production Commercial Individuals Other

20 1 4 Loans with out a specific

valuation al lowance Recorded balance $ $ $ 92 $ $ $ 487 $ $ Unpaid principal balance 92 487 Specific allowance Average investment in

impaired loans 278 4 1 99 1 02

Loans with a specific valuation al lowance

Recorded balance $ $ $ 76 $ 61 6 $ 63 Unpaid principal balance 76 61 6 63 Specific allowance 66 1 08 31 Average investment in

impaired loans 369 1 1 48 694

Total loans receivab l e Total Recorded balance $ $ $ 1 68 $ 61 6 $ $ 551 $ $ $ 1 335 Unpaid principal balance $ $ $ 1 68 $ 61 6 $ $ 551 $ $ $ 1 335 Specific allowance $ $ $ 66 $ 1 08 $ $ 31 $ $ $ 205 Average investment in

impaired Joans $ $ $ 648 $ 5346 $ $ 796 $ $ $ 6790

2013 Loans without a specific

valuation al lowance Recorded balance $ $ $ 299 $ 1 098 $ $ $ $ Unpaid principal balance 299 1 098 Specific allowance Average investment in

impaired loans 4037 280 5226 1 7 12

Loans with a specific valuation al lowance

Recorded balance $ $ $ 261 $ $ 347 Unpaid principal balance 261 347 Specific allowance 1 1 2 1 07 Average investment in

impaired loans 306 8201 530

Total loans receiva ble Total

Recorded balance $ $ $ 560 $ 1 098 $ $ 347 $ $ $ 2005 Unpaid principal balance $ $ $ 560 $ 1 098 $ $ 347 $ $ $ 2005 Specific allowance $ $ $ 1 1 2 $ $ $ 1 07 $ $ $ 219 Average investment in

impaired Joans $ 4037 $ $ 586 $1 3427 $ $ 2242 $ $ $ 20292

There was no Interest income recognized on a cash basis or accrual basis for 2014 or 2013 on impaired loans

Notes to Consolidated Financial Statements

Ill Loans cont

The following tables present the balance in the allowance for loan losses and the recorded investment in loans based on portfolio segment and impairment methods at December 31 (Dollars in thousands)

Non Residential Residential Agricultural Loans to Other

Construction Farmland Real Estate Real Estate Production Commercial Individuals Loans Unallocated Total

20 1 4 Allowance for loan losses Balance beginning of year $ 473 $ i 9 $ 700 $ i 32i $ i 4 $ 56i $ i 22 $ 30 $ - $ 3241 Provision charged to

expense (289) 68 762 (27) 2i (96) 699 2 i 2 i 351 Losses charged off (324) (i 79) (7i) (270) (i32) (971 Recoveries 34 49 i 3 i 8 i 55 23 29 Balance end of year $ 2i8 $ 87 $ i i 87 $ i i 28 $ 35 $ 4i 2 $ 706 $ i 33 $ - $ 3901

Ending balance individually evaluated for impairment $ $ $ 66 $ i 08 $ $ 3i $ $ $ - $ 20[

Ending balance collectively evaluated for impairment $ 2i 8 $ 87 $ i i 21 $ 1 020 $ 35 $ 381 $ 706 $ 1 33 $ - $ 370

Loans Ending balance $ 1 4 1 99 $20488 $1 1 5291 $ 1 37499 $ 1 2530 $45940 $ 57280 $ 5738 $ - $ 40896 Ending balance individually

evaluated for impairment $ $ $ i 68 $ 61 6 $ $ 551 $ $ $ - $ 1 33 Ending balance collectively

evaluated for impairment $14 i 99 $20488 $1 1 5 1 23 $ 1 36883 $ 1 2530 $45389 $57280 $ 5738 $ - $ 40763(

2013 Allowance for loan losses Balance beginning of year $ 243 $ 23 $ 848 $ 2040 $ 1 7 $ 456 $ 285 $ 7 $ 52 $ 397 Provision charged to

expense 230 (4) 378 1 077 (3) 630 (1 50) 1 37 (52) 224 Losses charged off (543) (i 830) (538) (203) (1 4 i ) (325t Recoveries 1 7 34 1 3 1 90 27 28

Balance end of year $ 473 $ 1 9 $ 700 $ i 32i $ i 4 $ 56i $ i 22 $ 30 $ - $ 324(

Ending balance individually evaluated for impairment $ $ $ 1 1 2 $ $ $ i 07 $ $ $ - $ 2if

Ending balance collectively evaluated for impairment $ 473 $ i 9 $ 588 $ 1 32i $ i 4 $ 454 $ i 22 $ 30 $ - $ 302middot

Loans Ending balance $i 9798 $1 7397 $i 04873 $ i 35014 $ 1 2968 $41 273 $ 42883 $ 6206 $ - $ 38041 Ending balance individually

evaluated for impairment $ $ $ 560 $ i 098 $ $ 347 $ $ $ - $ 200( Ending balance collectively

evaluated for impairment $i 9798 $ i 7397 $i 0431 3 $ i 339i 6 $ 1 2968 $40926 $42883 $ 6206 $ - $ 37840i

Notes to Consolidated Financial Statements

I I I Loans cont

Managements opinion as to the ultimate collectability of loans is subject to estimates regarding future cash flows from operations and the value of property real and personal pledged as collateral These estimates are affected by changing economic conditions and the economic prospects of borrowers

Allowance for Loan Losses The allowance for loan and lease losses (allowance) represents managements estimate of the reserve necessary to adequately account for probable losses that could ultimately be realized from current loan exposures In determining the adequacy of the allowshyance management relies predominately on a disciplined credit review and approval process The review process is directed by overall lending policy and is intended to identify at the earliest possible stage borrowers who might be facing financial difficulty

Loans for which it is probable that the Bank will not collect all principal and interest due according to the contractual terms are identishyfied as impaired The impairment for each applicable loan is quantified and specific loss exposures are allocated within the allowance Loans that are in non accrual status are generally considered impaired

A detailed analysis is performed on each loan that is not impaired but poses sufficient risk to warrant in-depth review These are loans that have been classified as substandard or are on the Banks internal watch list Due to the elevated risk inherent in these Joans management has determined that it is appropriate to quantify the potential loss within the pool of classified loans by estimating each loans collateral shortfall These collateral shortfall estimates are incorporated in the determination of the adequacy of the allowance

In estimating the risk of loss in the remaining portion of the loan portfolio identified as non-classified management establishes base Joss estimations which are derived from the historical Joss experience over the past three calendar years These base loss estimations are then adjusted after consideration ofnine different qualitative factors

Notes to Consolidated Financial Statements

IV Loan Servicing

Real estate loans serviced for others are not included in the accompanying consolidated balance sheets The risks inherent in mortgage servicing assets relate primarily to changes in prepayments that result from shifts in mortgage interest rates The unpaid principal balances of mortgage loans serviced for others was $3528 million and $3567 million at December 31 201 4 and 201 3 respectively The fair value of mortgage servicing rights at December 31 201 4 and 201 3 was approximately $31 million and $33 million respectively The fair value of servicing rights was determined using discount rates ranging from 950 to 1 000 percent and prepayment speeds principally ranging from 903 to 1 1 20 percent depending on the stratification of the specific right

The Corporation changed its method of amortizing mortgage servicing rights during 201 3 from the straight-line amortization method to a methodology based on anticipated prepayment assumptions Amortization expense for 2013 would have been $1 068 thousand if the straight-line method was used

Custodial escrow balances maintained in connection with the foregoing loan servicing and included in demand deposits were $37 million and $4 1 million at December 31 201 4 and 201 3 respectively

Following is a summary of the mortgage servicing rights capitalized and amortized (Dollars in thousands)

20 1 4 2013 2012

Balance beginning of year $ 2524 $ 21 83 $ 1 876 Mortgage servicing rights capitalized 331 847 1 31 9 Mortgage servicing rights amortized (408) 506) (1 01 2) Recorded balance end of year $ 2447 $ 2524 $ 21 83

Fair value end of year $ 31 38 $ 3273 $ 21 83

Notes to Consolidated Financial Statements

V Land Premises and Equipment

A summary of land premises and equipment by asset classification at December 31 is as follows (Dollars in thousands)

20 1 4 2013

Land $ 7895 $ 7895 Premises 1 7 697 1 8297 Furniture fixtures and equipment 7867 791 7 Vehicles 1 1 0 1 1 0

33569 34219 Accumulated depreciation (1 241 2) (1 2281) Land premises and equipment net $ 21 1 57 $ 21 938

Depreciation expense for the years ended December 31 201 4 201 3 and 201 2 was $1 4 million $1 4 million and $1 i million respectively Leasehold improvements are capitalized and depreciated using the straight-line method over the terms of the respective leases or the estimated useful lives of the improvements whichever is shorter Expected terms include lease option periods to the extent that the exercise of such options is reasonably assured

Pursuant to the terms of noncancelable lease agreements in effect at December 31 2014 pertwning to banking premises and equipment future minimum rent commitments under various operating leases are as follows for years ended December 31 (Dollars in thousands)

2015 2016 2017 201 8 2019 Thereafter Total

$ 303 $ 306 $ 1 91 $ 79 $ 79 $ 298 $ i 257

The leases contain options to extend for periods from five to 50 years The cost of exercising such options is not included above Total rent expense for the years ended December 31 201 4 201 3 and 201 2 amounted to approximately $336 $334 and $426 thousand respectively

Notes to Consolidated Financial Statements

VI Deposits

Time deposits greater than or equal to $100 thousand were $653 million and $723 million at December 31 201 4 and 201 3 respectively Interest expense on these deposits was $08 million $1 1 million and $1 4 million in 201 4 201 3 and 201 2 respectively

At December 31 2014 the scheduled maturities of time deposits are as follows (Dollars in thousands

2015 201 6 201 7 2018 2019 Total

$ 66577 $ 26867 $ 32074 $ 1 4084 $ 1 1 81 0 $ 1 51 41 2

Interest-bearing deposits at December 31 consist of the following (Dollars in thousands)

20 1 4

201 3

NOW and Money Market

$ 229355

$ 225263

Savings

$ 55301

$ 53326

Time $100000 and over

$ 65267

$ 72339

Time Other

$ 86145

$ 93065

Total

$ 436068

$ 443993

The aggregate amount of deposit overdrafts included in loans at December 31 201 4 and 201 3 was $244 and $1 91 thousand respectively

VII Borrowings

The Bank has the ability to borrow from the Federal Home Loan Bank with borrowings collateralized by first mortgage loans mulshytifamily and farmland loans under a blanket lien agreement in the amount of approximately $60 million Based on this collateral and the Banks holdings of FHLB stock the Bank is eligible to borrow up to approximately $38 million at year-end 201 4

During 201 2 and in conjunction with the purchase of 392663 treasury shares of stock the Corporation borrowed $6 million from a correspondent bank pursuant to a newly established line of credit The borrowings bear an interest rate equal to the lenders prime rate with a minimum rate of 325 At December 31 201 4 the rate was 325 and the balance outstanding was $36 million The Corporation was required to make quarterly interest-only payments on this line of credit through December 31 201 3 after which in addition to quarterly interest payments the Corporation must make equal annual principal payments of $1 2 million through December 31 201 7 when the line of credit matures There is no prepayment penalty associated with the borrowing should the Corporation decide to repay the debt prior to maturity

As of December 31 201 4 the Bank was not in compliance with one of the note covenants relating to annual return on assets The note contains certain covenants including financial covenants for the Bank which must be met at all times Should the Corporation or the Bank be found not compliant with them during the term of the note there are remedies the issuing financial institution shall have the right to enforce including that the note could become immediately due and payable The issuing financial institution has approved the noncompliance for the fourth quarter ended December 31 201 4

Notes to Consolidated Financial Statements

VI II I n come Taxes

Income taxes reflected in the consolidated statements of operations consist of the following (Dollars in thousands)

20 1 4 2013 Current payable

Federal $ 30 $ 96 State 80

Deferred tax benefit 60 1 96 Income tax expense $ 90 $ 372

The Corporations income tax expense beneflt) differed from the federal statutory rate of 34 as indicated in the following analysis

(Dollars in thousands)

20 1 4 2013

Tax based on statutory rate $ 388 $ 458 State taxes net of federal tax benefit (1 06) 53 Effect of tax-exempt income (31 0) (276) Other net 1 1 8 1 37 Income tax expense $ 90 $ 372

The Corporation has the following deferred tax assets and liabilities at December 31 (Dollars in thousands)

Deferred tax assets Deferred tax liabilities

Net deferred tax assets

20 1 4

$ 31 07 (2782)

$ 325

2013

$ 2982 (2637)

$ 345

2012

$ 1 234 727 (68)

$ 1 893

2012

$ 1 875 390 (31 4)

(58) $ 1 893

The components of deferred income taxes were principally related to the allowance for loan losses other real estate owned write-downs differences in amortization of core deposit intangible assets depreciation and mortgage servicing rights Deferred tax liabilities related to unrealized losses and gains on securities available for sale are $260 and $296 thousand at December 31 201 4 and 201 3 respectively

The Corporation files income tax returns in the US federal jurisdiction and the State of Illinois The Corporation is no longer subject to US federal or state income tax examination by tax authorities for years before 201 1

Notes to Consolidated Financial Statements

IX Employee Benefits

Substantially all employees are covered by a profit sharing plan The contribution determined in accordance with the provisions of the plan was $i 72 thousand $i 23 thousand and $207 thousand in 20i 4 20i 3 and 20i 2 respectively

Under the Corporations Employee Stock Option Plan the Corporation may grant options to its key employees for up to 1 00000 shares of common stock The exercise price of each option equals the market price of the Corporations stock on the date of grant and the options maximum term is ten years The vesting period is three years from the date of grant GAAP provisions require that compensation cost relating to share-based payment transactions be recognized in the financial statements with measurement based upon the fair value of the equity or liability instruments issued For the year ended December 3i 20i 2 the Corporation recognized $i i 3 thousand in compensation expense for stock options For the year ended December 3i 20i 3 the Corporation recognized $97 thousand in compensation expense for stock options For the year ended December 3i 20i 4 the Corporation recognized no compensation expense for stock options

The activity in the plan is summarized as follows

Outstanding at beginning of year Granted Exercised Forfeitedexpired Outstanding at end of year

Options exercisable at year-end

Non-vested options beginning of year Granted Vested Forfeitedexpired Non-vested options at year end

Shares

85998

(i 000)

84998

84998

20 1 4

Weighted Weighted Average Average

Exercise Price Contractual Term

$ 4762

3200

$ 4748

$ 4748

2 0 1 4

Number of Shares

8333

(8333)

(in years)

35

35

Weighted Average

Grant Date Fair Value

$ 3200

3200

$

2013

Weighted Weighted Shares Average Average

Exercise Price Contractual Term (in years)

88998 $ 4709

(667) 3200 (2333) 3747

85998 $ 4762 48

77665 $ 4929 4i

2013

Weighted

Number of Average

Grant Date Shares Fair Val u e

i 9333 $ 3200

(i 1 000) 3200

8333 $ 3200

The fair value of each option is estimated using Black-Scholes option-pricing model which requires the use of subjective valuation assumptions The expected volatility is based on historical volatility of the Corporations stock price The risk-free interest rates for periods within the contractual life of the awards are based on the US Treasury yield curve in effect at the time of the grant The expected life is based on historical exercise experience The dividend yield assumption is based on the Corporations history and expectation of dividend payouts There were no options granted in 20i 3 or 20i 4

At December Si 20i 4 there was no unrecognized cost related to non-vested stock options granted under the Employee Stock Option Plan

Notes to Consolidated Financial Statements

IX Emp loyee Benefits cont

The following table summarizes restricted stock activity

20 1 4 2013

Weighted Average Weighted Average Number of Grant Date Number of Grant Date

Shares Fair Value Shares Fair Value

Balance beginning of year 8959 $ 4000 $ Granted 8959 4000 Forfeited (888) 4000 Earned and issued (2250) 4000 Balance end of period 5821 $ 4000 8959 $ 4000

The fair value of the restricted stock awards is amortized to compensation expense over the vesting period (forty months) and is based on the market price of the Corporations common stock at the date of grant multiplied by the number of shares granted that are expected to vest At the date of grant the par value of the shares granted was recorded in equity as a credit to common stock and a debit to paid-in capital The weighted-average grant date fair value of restricted stock granted during the year ended December 31 201 4 was $4000 per share or $358 thousand Stock-based compensation expense for restricted stock for the year ended December 31 201 3 was $90 thousand Stock-based compensation expense for restricted stock during the year ended December 31 201 4 was $1 29 thousand Unrecognized compensation expense for non-vested restricted stock awards was $139 thousand and is expected to be recognized over a weighted average period of 34 months

X Related Party Transactions

The Bank has entered into transactions with certain directors executive officers significant stockholders and their affiliates or associshyates (related parties) Such transactions were made in the ordinary course of business on substantially the same terms and conditions including interest rate and collateral as those prevailing at the same tirne for comparable transactions with other customers and did not in the opinion of management involve more than normal credit risk or present other unfavorable features

Annual loan activity consisted of the following (Dollars in thousands

20 1 4 2013

Beginning balance $ 1 1 29 $ 1 1 63 New Joansadvances 1 94 46 Repayments (245) (80) Ending balance $ 1 078 $ 1 1 29

Deposits from related parties held by the Bank at December 31 201 4 and 201 3 amounted to $32 million and $37 million respectively

middot middot

XI Commitments and Contingencies

In the normal course of business the Bank makes various commitments and incurs certain contingent liabilities that are not reflected in the accompanying consolidated financial statements The credit risk associated with loan commitments and standby letters of credit is essentially the same as that involved with extending Joans to customers and is subject to the Banks credit policies Collateral or other security is normally not obtained for these financial instruments prior to their use and many of the commitments are expected to expire without being used

The following commitments existed at December 31 (Dollars in thousands

20 1 4 2013

Commitments to extend credit Fixed $ 33441 $ 26551 Variable 25597 24400

Standby letters of credit $ 483 $ 21 1

Notes to Consolidated Financial Statements

XII Reg u l atory M atters

The Bank is required to maintain average reserve balances with the Federal Reserve Bank based upon deposit levels and other facshytors The amount of those reserve balances for the years ended December Si 20i 4 and 20i 3 was approximately $i 00 thousand

Dividends are paid by the Corporation from its funds which are mainly provided by dividends from the Bank However national banking regulations and capital guidelines limit the amount of dividends that may be paid by banks

Banks and bank holding companies are subject to regulatory capital requirements administered by federal banking agencies Capital adequacy guidelines and additionally for banks prompt corrective action regulations involve quantitative measures of assets liabilities and certain off-balance-sheet items calculated under regulatory accounting practices Capital amounts and classificashytions are also subject to qualitative judgements by regulators Failure to meet capital requirements can initiate regulatory action Prompt corrective action provisions are not applicable to bank holding companies Furthermore the Banks regulators could require adjustments to regulatory capital not reflected in the financial statements

Prompt corrective action regulations provide five classifications well capitalized adequately capitalized undercapitalized significantly undercapitalized and critically undercapitalized although these terms are not used to represent overall financial condition If undershycapitalized capital distributions are limited as is asset growth and expansion and capital restoration plans are required

At December 3i 20i 4 the most recent notification from the Banks and Corporations regulator categorized the Bank as well capitalshyized under the regulatory framework for prompt corrective action To be categorized as well capitalized an institution must maintain minimum total risk-based Tier i risk-based and Tier i leverage ratios as set forth in the following tables There are no conditions or events since the notification that management believes have changed the Banks category The Banks and the consolidated Corporations actual capital amounts and ratios at December Si are presented in the table

Actual and required capital amounts and ratios are presented below at year-end (Dollars in thousands)

Minimum Minimum To Be For Capital Well-Capitalized

Actual Adequacy Purposes Under Bank Regulatory Capital Requirements

Amount Ratio Amount Ratio Amount Ratio 20 1 4 Total capital to risk weighted assets

Consolidated $ 56026 i 249 $ 35885 800 NIA NIA Bank 58957 i S i5 S5867 800 $ 448S4 i 000

Tier i (core) capital to risk weighted assets Consolidated 52i 2i i i 62 i 7942 400 NIA NIA Bank 55052 i 228 i 79S2 400 26898 600

Tier i (core) capital to average assets Consolidated 52 1 21 809 25768 400 NIA NIA Bank 55052 855 25908 400 S2i 94 500

20i3 Total capital to risk weighted assets

Consolidated $ 54577 i 289 $ S5995 800 NIA NIA Bank 56952 1S53 SS675 800 $ 42093 1 000

Tier 1 (core) capital to risk weighted assets Consolidated 5i S37 1 2 1 3 1 5931 400 NIA NIA Bank 5371 2 1 276 i 6838 400 25256 600

Tier 1 (core) capital to average assets Consolidated 5i 3S7 804 25306 400 NIA NIA Bank 537i 2 842 25675 400 31 895 500

Notes to Consolidated Financial Statements

XII I Earnings Per Share

The factors used in the earnings per share computation are as follows (Dollars in thousands except per share data)

20 1 4 2013 2012

Income Weighted- Per Share Income Weighted- Per Share Income Weighted- Per Share Average Amount Average Amount Average Amount Shares Shares Shares

Basic earnings per share Net income $ 1 050 1 048g23 $ 1 00 $ 976 1 043765 $ 94 $ 3622 1 352929 $ 268 Effect of assumed exercise

of stock options and restricted stock awards 1 831 9786 NIA

Diluted earnings per share Net income $ 1 050 1 050754 $ 1 00 $ 976 1 053551 $ 93 $ 3622 1 352g2g $ 268

Options to purchase 68500 68500 and 88998 shares of common stock were outstanding at December 31 201 4 201 3 and 201 2 but were not included in the computation of diluted EPS because the options exercise price was greater than the average market price of the common shares for each period

Notes to Consolidated Financial Statements

XIV Fair Val u e Measurements

ASC Topic 820 Fair Value Measurements defines fair value as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market parshyticipants at the measurement date Topic 820 also specifies a fair value hierarchy which requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value The standard describes three levels of inputs that may be used to measure fair value

Level i Quoted prices in active markets for identical assets Level 2 Observable inputs other than Level i prices such

as quoted prices for similar assets quoted prices in markets that are not active or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities

Level 3 Unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets

Following is a description of the valuation methodologies and inputs used for assets and liabilities measured at fair value on a recurring basis and recognized in the accompanying balance sheets as well as the general classification of such assets and liabilities pursuant to the valuation hierarchy

Securities Available for Sale

Securities classified as available for sale are reported at fairvalue utilizing Level 2 inputs Except for equity securities unadjusted quoted prices in active markets for identical assets are utilized to determine fair value at the measurement date which are conshysidered Level i inputs For all other securities the Corporation obtains fair value measurements from an independent pricing sershyvice The fair value measurements consider observable data that may include dealer quotes market spreads cash flows the US Treasuryyield curve live trading levels trade execution data market consensus prepayment speeds credit information and the bonds terms and conditions among other things

Certain financial assets and financial liabilities are measured at fair value on a nonrecurring basis that is the instruments are not measured at fair value on an ongoing basis but are subject to fair value adjustments in certain circumstances (for example when there is evidence of impairment) At December 3i 20i 3 other real estate owned measured at fair value was $7 5 million using a combination of observable inputs including recent appraisshyals and unobservable inputs based on customized discounting criteria Due to the significance of the unobservable inputs all other real estate owned fair values have been classified as Level 3 Rnancial assets and financial liabilities excluding impaired Joans measured at fair value on a nonrecurring basis were not significant at December 31 201 4 and 2013

The following tables summarize financial assets measured at fair value at December 31 segregated by the level of the valuation inputs within the fair value hierarchy utilized to measure fair value (Dollars in thousands)

Level 1 Level 2 Level 3 Total 20 1 4 Inputs Inputs Inputs Fair Value Recurring

$ Equity securities $ 456 $ $ 456 Securities available for sale $ $ i 27768 $ $ 1 27768

Nonrecurring $ Impaired Joans $ $ 1 069 $ 1 069

other real estate owned $ $ $ 3375 $ 3375

201 3 Recurring

$ $ Equity securities $ 2405 $ 2405 Securities available for sale $ $ i 4706i $ $ 1 4706i

Nonrecurring $ Impaired loans $ $ 91 6 $ 9 1 6

Other real estate owned $ $ $ 832 $ 832

Notes to Consolidated Financial Statements

XI Fair Value of Financial Instruments

The canying amount and fair value of the Corporations other financial instruments at December 31 are set forth below (Dollars in thousands)

Financial assets Cash and cash equivalents Restricted stock -Loans held for sale Loans net Accrued interest receivable

Financial liabilities Deposits Other borrowings Accrued interest payable

Commitments to orginate loans

Letters of credit

Lines of credit

Forward sale commitments

Carrying Amount

$ 2671 5 1 647 2432

405059 3369

$ 548940 3600

52

2014 201 3

Fair Value Carrying Amount

$ 2671 5 $ 36838 1 647 1 494 2432 5902

405027 377172 3369 2820

$ 51 3334 $ 549645 3600 4800

52 66

Fair Value

$ 36838 1 494 5902

377166 2820

$ 502487 4800

66

Notes to Consolidated Financial Statements

XV Fair Val u e of Financial Instrum ents cont

Nonrecurring Measurements Following is a description of the valuation methodologies and inputs used for assets measured at fair value on a nonrecurring basis and recognized in the accompanying balance sheets as well as the general classification of such assets pursuant to the valuation hierarchy For assets classified within Level 3 of the fair value hierarchy the process used to develop the reported fair value is described below

Other Real Estate Owned Other real estate owned (OREO) is carried at fair value Jess estimated cost to sell when the real estate is acquired Estimated fair value of OREO is based on appraisals or evaluations OREO is classified within Level 3 of the fair value hierarchy

Appraisals of OREO are obtained when the real estate is acquired and subsequently as deemed necessary by the Banks manageshyment Appraisals are reviewed for accuracy and consistency by the Bank Appraisers are selected from the list of approved appraisers maintained by management

Collateral-dependent Impaired Loans Net of ALLL The estimated fair value of collateral-dependent impaired Joans is based on the appraised fair value of the collateral Jess estimated cost to sell Collateral-dependent impaired Joans are classified within Level 3 of the fair value hierarchy

The Bank considers the appraisal or evaluation as the starting point for determining fair value and then considers other factors and events in the environment that may affect the fair value Appraisals of the collateral underlying collateral-dependent Joans are obtained when the loan is determined to be collateral-dependent and subsequently as deemed necessary by the Banks management Appraisals are reviewed for accuracy and consistency by the Bank Appraisers are selected from the list of approved appraisers mainshytained by management The appraised values are reduced by discounts to consider lack of marketability and estimated cost to sell if repayment or satisfaction of the Joan is dependent on the sale of the collateral These discounts and estimates are developed by the credit department by comparison to historical results

Notes to Consolidated Financial Statements

XV Fair Val ue of Financial Instruments cont

Unobservable (Level 3) Inputs The following table presents quantitahve information about unobservable inputs used in recurring and nonrecurring Level s fair value measurements other than goodwill (Dollars in thousands)

Other real estate owned

middot Collateral-dependent impaired loans

Other real estate owned

Collateral-dependent impaired loans

Fair Value at 123 114

$ 3375

$ 1 069

Fair Value at 123113

$ 832

$ 91 6

Sensitivity of Significant U nobservable Inputs The following is a discussion of the sensitivity of significant unobshyservable inputs the interrelationships between those inputs and other unobservable inputs used in recurring fair value measureshyment and of how those inputs might magnify or mitigate the effect of changes in the unobservable inputs on the fair value measurement

The following follows the Fair value table The following methods were used to estimate the fair value of all other financial instruments recognized in the accompanying balshyance sheet at amounts other than fair value

Cash and Cash Equivalents The carrying amount approximates fair value

Loans Held For Sale The carrying amount approximates fair value due to the insigshynificant time between origination and date of sale The carrying amount is the amount funded and accrued interest

Loans

Fair value is estimated by discounting the future cash flows using the market rates at which similar notes would be made to borshyrowers with similar credit ratings and for the same remaining maturities The market rates used are based on current rates the Bank would impose for similar loans and reflect a market parshyticipant assumption about risks associated with nonperformance illiquidity and the structure and term of the loans along with local economic and market conditions

Restricted Stock Fair value is estimated at book value due to restrictions that limit the sale or transfer of such securities

Valuation Unobservable Range Technique Inputs (Weighted

Market comparable Comparability Average)

properties adjustments () Not available

Market comparable Marketability properties discount 1 0 - 1 5 (1 2)

Valuation U nobservable Range Technique Inputs (Weighted

Market comparable Comparability Average)

properties adjustments () Not available

Market comparable Marketability properties discount 1 0 - 1 5 (1 2)

Accrued Interest Receivable and Payable

The carrying amount approximates fair value The carrying amount is determined using the interest rate balance and last payment date

Deposits and Other Borrowings Fair value of term deposits is estimated by discounting the future cash flows using rates of similar deposits with similar maturities The market rates used were obtained from a knowledgeable independent third party and reviewed by the Corporation The rates were the average of current rates offered by local competishytors of the bank subsidiaries

The estimated fair value of demand NOW savings money marshyket deposits and other borrowings is the book value since rates are regularly adjusted to market rates and amounts are payable on demand at the reporting date

Commitments to Originate Loans Forward Sale Commitments Letters of Credit and Lines of Credit The fair value of commitments to originate loans is estimated using the fees currently charged to enter into similar agreements taking into account the remaining terms of the agreements and the present creditworthiness of the counterparties For fixedshyrate loan commitments fair value also considers the difference between current levels of interest rates and the committed rates

The fair value of commitments to sell securities is estimated based on current market prices for securities of similar terms and credit quality

The fair values of letters of credit and lines of credit are based on fees currently charged for similar agreements or on the estimated cost to terminate or otherwise settle the obligations with the counterparties at the reporting date

Notes to Consolidated Financial Statements

XVI Accumul ated Comprehensive Income (Loss)

The components of accumulated other comprehensive income loss) included in stockholders equity are as follows (Dollars in thousands)

Net unrealized gains (Joss) on available for sale securities Tax effect Net-of-tax amount

20 1 4

$ 766 (260)

$ 506

2013

$ (871) 296

$ (575)

Amounts reclassified from accumulated other comprehensive income and the affected line items in the statements of income during the years ended December 31 were as follows

Affected line item in 20 1 4 2013 2012 the statements of

income

Net realized gains of Unrealized gains on securities available for sale $ 368 $ 434 $ 2084 sales of available for-sale

securities

Tax effect (1 26) (i 48) (709) Income taxes Total reclassification out of accumulated other comprehensive income $ 242 $ 286 $ 1 375 Net reclassified

amount

XVII Goodwill and Acquired Intangible Assets

The Corporations goodwill and intangible assets are as follows There was no Impairment of goodwill or intangible assets in 2014 or 2013 (Dollars in thousands)

20 1 4 2013

Goodwill $ 3265 $ 3265 Core deposit intangibles $ 1 805 $ 1 805 Non-compete agreement 375 375 Intangible assets 21 80 2 180 Less accumulated amortization 2 180 2090

Total intangible assets $ $ 90

Aggregate amortization expense for years ended December 31 2014 201 3 and 201 2 was $90 $181 and $1 80 thousand respectively

XVI II Subsequent Events

Management evaluated subsequent events through February 27 201 5 the date the consolidated financial statements were available to be issued Events or transactions occurring after December 31 2014 but prior to February 27 2015 that provided additional evidence about conditions that existed at December 31 2014 have been recognized in the consolidated financial statements for the year ended December 31 2014 Events or transactions that provided evidence about conditions that did not exist at December 31 201 4 but arose before the consolidated financial statements were available to be issued have not been recognized in the consolidated financial statements for the year ended December 31 2014

This information is an Integral part of the accompanying consolidated financial statements

Independent Auditors Report

CPAs amp Advisors

Board of Directors

NI Bancshares Corporation

Sycamore Illinois

We have audited the accompanying consolidated financial statements of NI Bancshares Corporation which comprise

the consolidated balance sheets as of December 3 1 2014 and 2013 and the related consolidated statements of income

comprehensive income (loss) stockholders equity and cash flows for the years ended December 3 1 2014 2013 and 2012 and the related notes to the consolidated financial statements

Managements Responsibility for the Financial Statements

Management is responsible for the preparation and fair presentation of these consolidated financial statements in accordance

with accounting principles generally accepted in the United States of America this includes the design implementation and

maintenance of internal control relevant to the preparation and fair presentation of consolidated financial statements that are

free from material misstatement whether due to fraud or error

Auditors Responsibility

Our responsibility is to express an opinion on these consolidated financial statements based on our audits We conducted our

audits in accordance with auditing standards generally accepted in the United States of America Those standards require that

we plan and perform the audit to obtain reasonable assurance about whether the consolidated financial statements are free from material misstatement

An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the consolidated

financial statements The procedures selected depend on the auditors judgment including the assessment of the risks of material misstatement of the consolidated financial statements whether due to fraud or error In making those risk

assessments the auditor considers internal control relevant to the Corporations preparation and fair presentation of the

consolidated financial statements in order to design audit procedures that are appropriate in the circumstances but not for

the purpose of expressing an opinion on the effectiveness of the Corporations internal control Accordingly we express no

such opinion An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of

significant accounting estimates made by management as well as evaluating the overall presentation of the consolidated

financial statements

We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion

Opinion In our opinion the consolidated financial statements referred to above present fairly in all material respects the financial position of NI Bancshares Corporation as of December 3 1 2014 and 2013 and the results of its operations and cash flows

for the years ended December 3 1 2014 2013 and 2012 in accordance with accounting principles generally accepted in the United States of America

Decatur Illinois February 27 2015

PRESID ENT I CEO Michael A Cullen

BUSI NESS BANKING Charles C Kaiser Senior Vice President - Business Banking

Michael A Hawley Senior Vice President - Senior Commercial Loan Officer

Grant M Goltz Vice President - Commercial Loan Officer

Lucas G Goucher Vice President - Commercial Loan Officer

Nicholas D Lee Vlce President - Commercial Loan Officer

Robert W Mason Vice President - Commercial Loan Officer

Timothy J Meyer Vice President - Commercial Loan Officer

Sheela Prahlad Vice President - Commercial Loan Officer

CREDIT D EPARTMENT

Karen A Kuppler Senior Vice President - Chief Credit Officer

Gerald W Brantner Vice President - Senior Collector

CONSUM ER BANKING RESIDENTIAL LENDING ORIGINATION

Mark R ODell Vice President - Senior Retail Loan Officer

CONS U M ER BANKING Bradley V Brown Senior Vice President - Consumer Banking (Security Officer)

Terrence M Duffy Senior Vice President - Consumer Banking Division Manager

Ishmael M McGhee Vice President - Consumer Banking Division Manager

Frank P Turza Vice President - Consumer Banking Division Manager

Directory of NBamp T

TRUST D EPARTMENT R David Van Buren Senior Vice President - Trust amp Investments

Stephen J Colianni Vice President -Trust Investment Officer

Stephen G Corcoran Vice President - Employee Benefits Manager

Karen J Daleo Vice President - Trust Tax Manager amp Assistant Secretary

James J Dombek Vice President - Personal Trust Manager amp Secretary

Kathryn J Johnson Vice President -Trust Administrator

Thomas M Sullivan Vice President - Trust Administrator

Carolyn S Swafford Vice President - Trust Administrator

FAR M SERVIC E DEPARTM ENT Scott R Pumroy Vice President - Farm Service Department Manager

OPERATIONS D EPARTMENT

Michelle R Carlson Vice President - Operations

Hien Van Do Vice President - Core Banking Systems Administrator

ACCOUNTING DEPARTM ENT David N McCoy Senior Vice President - Chief Financial Officer

BRAND amp MARKETING Tami J Armstrong Vice President - Brand amp Marketing

H U MAN RESOU RCES Samantha J Dailey Vice President - Human Resources

AUDITING DEPARTMENT Sarah M Taylor Vice President - Internal Audit

EXHIBIT 2A

NI BANCSHARES CORPORATIONS ORGANIZATIONAL CHART

NI BANCSHARES CORPORATIO N

230 W STATE ST SYCAMORE IL 601 78

State of Incorporation = Delaware

1 00

THE NATIONAL BAN K amp TRUST COMPANY OF SYCAMORE

230 W STATE ST SYCAMOR_E IL 601 78

hsults A list of branches for your depostorv nstftution NATIONAL BANK amp TRUST COMPANY OF SYCAMOftE THE (ID_RSSO 534345)

This depository fnstltutlon fs held by NI BANCSHARES CORPORATION (1827893) of SYCAMORE IL

The data are as of 12312014 Data reflects Information that was received and procMsed through 01072JJ1S

Reconciliation and YerfCtton Steps

1 In the Data Action column of each brmch row enter one or more of the actions specifild hilow 2 If required enter the date In the Effective te column

Actions

OK If the branch Information Is COfTect enter OK in the Data Action column

Chan1e If the branch Information Is incorrlCt or Incomplete revrse the data enter Change In the Data Action column and the date when this lnformaUon first beame valid Jn the Etfedive Oatbull column

Cose If a branch llsted was sold or closed enter dose In the Data Action column and thl ule or closure date In the Effective Date column Delete If a branch listed was never owned by th(s depository Institution enter Delltl In thl Oatbull Action column

Add lfa reportable branch Is missing Insert a row add the branch data and enter Add in thl Data Action column and the opening or acquisition date In the Effective Date laquo)lumn

If printing this lrst you may need to adjust your page setup in MS Excel Try uslng landscape orientation p1ae scaling andor liegal sl1ed pa pier

Submission Procedure

When you a finiihed send a savied copy to your FRB contact See the det1iled lmtructions on this site for more Information

If vou are ie-malllng this to your FRB contAct put your Institution name dtyand state In thie subjtct line of the e-mail

Note To satisfy the FR YmiddotlO portln1 rirements you must also submit FR Ymiddot10 Oomes-tic Branch Schedules for each bninch with a Ot Attlon of nae Close Deletl or Add

The FR fmiddotlO rieport may be submitted in a hardcopy format or via the FR Y-10 Online application middot httpsylOonlinefederalreservegov

bull FDIC UNINUM Office Number and ID_RSSD columns are for reference only Verification of these values Is not required

- Effecdw Ote Branch Service Type Bnnch ID Rssobull Popular Name Street Address City NATIONAL BANK amp TRUST COMPANY Of

OK Fun servlCI (Head Offitt) 53045 SYCAMORE THE 230 WEST STATE STREET SYCAMORE

OK Full Service 3310232 2290 SYCAMORE ROAD OfFICE 2290 SYCAMORE ROAD DEKALB

OK Full lce 3735255 BANCO NBampT BRANCH 1029 PLEASANT STREET DEKALB

OK Fullservice 354132 NSampT SQUARE BRANCH 130 WEST LINCOLN HIGHWAY DEKAlB

OK Full Service 3735246 ELBURN BRANCH 930 NORTH MAJN STREET ELBURN

OK Full Service 3310241 GENOA BRANCH 601 PEARSON DRIVE GfNOA

OK Full service 2192507 200 NORTH MAIN STREET OfFICE 200 NORTH MAIN STREET UtANO

OK full Service 4394873 SANDWlCH BRANCH 321 E OIURCH STREET SANDWlCH

OK Fullice 2D8577S SERENA BRANCH US HIGHWAY 52 SOMONAUK ROAD SERENA

OK Full Service 2431457 1425 DEKAl8 AVENUE BRANCH 1425 DEKALB AVENUE SYCAMORE

St1te

IL

IL

IL

IL

IL

IL

IL

IL

IL

IL

Zip Code Countv

60178 DEKALB

60US DEKALB

60115 DEKALB

60U5 DEKALB

60119 KANE

60135 DEKALB

60531 IASAllE

60548 DEKALB

60549 LA SAUE

60178 DEKALB

Country FDIC UNINUMbull Office Numberbull Hbullad Office Head Office ID_RSSD Comments

NATIONAL BANK amp TRUST COMPANY Of

UNITED STATES 6414 0 SYCAMORE THE 534345 NATIONAL BANK amp TRUST COMPANY OF

UNITED STATES 221714 2 SYCAMORE THE 534345 NATIONAL BANK amp TRUST COMPANY Of

UNITpound0 STATES 475977 9 SYCAMORE THE 534345

NATIONAL BANK amp TRUST COMPANY OF

UNITED STATES 10484 5 SYCAMORE THE 534345 NATIONAL BANK amp TRUST COMPANY OF

UNITED SfATES 475976 8 SYCAMORE THE 534345

NATIONAL BANK amp TRUST COMPANY OF

UNITED STATES 424666 4 SYCAMORE THE 534345 NATIONAL BANK amp TRUST COMPANY OF

UNITED STATES 237859 7 SYCAMOftE THE 534345 NATIONAL BANK amp TRUST COMPANY Of

UNITED STAttS 530108 10 SYCAMORE THE 534345 NATIONAL BANK amp TRUST COMPANY Of

UNITED STATES 2318S8 6 SYCAMORE THE 534345 NATIONAL BANK amp TRUST COMPANY OF

UN ITED STATES 264332 1 SYCAMORE THE 534345

Re ort Item 3 Securities Holders

FR Y-6

NI Bancshares Corporation

Sycamore IL

Fiscal Year Ending December 3 1 201 4

Current Securities Holders with ownership control or holdings of 5 or more with power to vote as-of fiscal year end

Securities Holders not listed in 3(1 )(a) through (3)(1 )(c) that had

ownership control or holdings of 5 or more with power to vote

during the fiscal year

(1 )(a)

Name amp Address (City

State Country)

James W Dutton

Tulsa OK USA

Jane Danielson

Freeport ME USA

Anne Pick

St Paul MN USA

(1 )(b)

Country of

Citizenship or

Incorporation

USA

USA

USA

(1 )(c) Number and

Percentage of Each

Class of Voting

Securities

62324 shares 594

84563 shares 806

88480 shares 843

(2)(a) (2)(b)

Country of

Name amp Address Citizenship or

(City State Country) Incorporation

(2)(c) Number and

Percentage of Each

Class of Voting

Securities

FA Y--6

NI Bancshares Corporation Sycamore ll

Ascal Year Ending December 311 2014

(1) (2) (3)(bull) (3)(b) (3)(o) (4)(bull) (4)(b) (4)(o) Percentage of List names of other companies

Percentage of Voting Securities Includeamp partnerships) If 25 or more Voting Securities ln Subsidiaries of voting securftles are held (list

Names amp Address Principal Occupation II other than Title amp Position with Title amp Position with Subsidiaries Title amp Position with Other Businesses Jn Holding (Include names names ol companies and percentage of

(City State Country) with Holding Company Holding Company (Include names of subsidiaries) (Include names ol other businesses) Company of subsidiaries) voting securltles held)

Michael A Cullen NIA Director President amp CEO Director President amp CEO NIA 018 None NIA Sycamore IL USA The National Bank amp Trust

Company of Sycamore

Richard N Anderson President - Anderson Director Director President 159 None Anderson Funeral Home Ltd (100) DeKalb JL USA Funeral Home Ltd The Natrona[ Bank amp Trust Anderson Funeral Home Ltd

Company of Sycamore

John H Boles NIA Director Retired Trust Officer NIA 149 None NIA Sycamore IL USA The National Bank amp Trust

Company of Sycamore

Evelina J Cichy Retired Vice President of Instruction Director Director NA 015 None NIA DeKalb IL USA Klshwaukee College The Natrona Bank amp Trust

Company of Sycamore

James W Dutton CFO Macrosolva lnc Chairman of the Board Chairman of the Board CFO Macrosolve lnc 594 None NIA Tulsa OK USA The Natonal Bank amp Trust

Company of Sycamore

Robert B Johnson Partner - Johnson Farms Director Director Partner 063 None Johnson Farms (40) DeKalb IL USA The National Bank amp Trust Johnson Farms

Company of Sycamore

Robert C Johnson NIA Director Director NIA 034 None NIA DeKalb IL USA The National Bank amp Trust

Company of Sycamore

Kevin P Poorten President amp CEO - Kish Health Syse Director Director NA 005 None NIA DeKalb IL USA The National Bank amp Trust

Company of Sycamore

Douglas C Roberts Private Investor Director Director PresidentmiddotZea mays Holdings LLC 382 None Zea mays Holdngs LLC (100) Sycamore IL USA The National Bank amp Trust

Company of Sycamore

Tmothy P Suter President amp CEO - Suter Company Director Director NA 002 None NIA Sycamore IL USA The Natlonal Bank amp Trust

Company of Sycamore

Report lem 4 Insiders -PAGE 2 of 2

Tami Armstrong NIA NIA VP Brand amp Marketng NIA 0005 None NIA Sycamore IL USA The Natonal Bank amp Trust

Company of Sycamore

Bradley V Brown NIA NIA SVP Consumer Banking NIA 0004 None NIA DeKalb IL USA The Natlonal Bank amp Trust

Company of Sy9amore

Michelle Carlson NIA NIA VP Operallons NIA 0004 None NIA SuQar Grove IL USA The National Bank amp Trust

Company of Sycamore

Sa_111antha J Dalley NIA NIA VP Human Resources NIA 0003 None NIA Sycamore IL USA The National Bank amp Trust

Company of Sycamore

James Dombek NIA NIA VP Personal Trust Manager NIA 0002 None NIA Sycamore IL USA The National Bank amp Trust

Company of Sycamore

Michael Hawley Geneva IL USA NIA NIA Sr VP Sr Commercial Loan Officer NIA 0005 None NIA

The Natfonal Bank amp Trust Company of Sycamore

Charles C Kaiser NIA NIA Sr VP Senior Lending Officer NIA 0007 None NIA Sycamore IL USA The National Bank amp Trust

Company of Sycamore

Karen Kupper NIA NIA SVP Chief Credit Offcer NIA 0003 None NIA Hinkley IL USA The Natonal Bank amp Trust

Company of Sycamore

Davld N McCoy NIA Treasurer SVP Chief Flnanclitl Officer NIA 0006 None NIA South Elgin IL USA The Natlonal Bank amp Trust

Company of Sycamore

Mark ODell NIA NIA VP Sr Residentlal loan Officer NIA 0000 None NIA Aurora IL USA The National Bank amp Trust

Company of Sycamore

A David VanBuren NIA NIA SVP Trust amp Investments NIA 0005 None NIA Sycamore IL USA The National Bank amp Trust

Company of Sycamore

  • FR Y-6 Cover Page
  • Report Item 1 Annual Report to Shareholders
  • Report Item 2a Organization Chart
  • Report Item 2b Domestic Branch Listing
  • Report Item 3 Securities Holders
  • Report Item 4 Insiders
Page 21: Annual Report of Holding Companies-FR Y-6/media/others/banking/...consistent and deliberate in implementing our strategic initiatives. In addition to our loan growth, our trust assets

Notes to Consolidated Financial Statements

The following table presents the credit risk profile of the Banks loan portfolio based on internal rating category and payment activity as of December 31 2014 and 2013 (Dollars in thousands)

Non Residential Residential Agricultural Loans-to

Construction Farmland Real Estate Real Estate Production Commercial Individuals Other

20 1 4 Loan Class Pass $ 1 1 274 $ 20488 $ 1 0941 2 $ 1 35059 $ 1 2530 $ 45386 $ 57280 $ 5738 Special mention 1 261 Substandard 2925 5879 1 1 79 554 Doubtful Total $ 1 4 1 99 $ 20488 $ 1 15291 $ 1 37499 $ 1 2530 $ 45940 $ 57280 $ 5738

201 3 Loan Class Pass $ 1 6327 $ 1 6505 $ 98646 $ 1 29428 $ 1 2 1 28 $ 38282 $ 42883 $ 6206 Special mention 892 5667 448 840 2503 Substandard 3471 560 5 138 488 Doubtful Total $ 1 9798 $ 1 7397 $ 1 04873 $ 1 3501 4 $ 1 2968 $ 41 273 $ 42883 $ 6206

The Bank evaluates the loan risk grading system definitions and allowance for loan loss methodology on an ongoing basis No significant changes were made to either during the past year

The accrual of interest on loans is discontinued at the time the loan is 90 days past due unless the credit is well-secured and in process of collection Past due status is based on contractual terms of the loan In all cases loans are placed on non-accrual or charged-off at the earlier date if collection of principal and interest is considered doubtful

All interest accrued but not collected for loans that are placed on non-accrual or charged-off is reversed against interest income The interest on these loans is accounted for on the cash-basis or cost-recovery method until qualifying for return to accrual Loans are returned to accrual status when all principal and interest amounts contractually due are brought current and future payments are reasonably assured

Notes to Consolidated Financial Statements

The following tables present the Corporation s loan portfolio aging analysis at December 31 (Dollars in thousands)

Non Residential Residential Agricultural Loans to

Construction Farmland Real Estate Real Estate Production Commercial Individuals Other Total

201 4 30-89 days past due $ $ $ 1 92 $ $ $ $ 707 $ 23 $ 922 90 days or greater

past due or nonaccrual 1 68 6327 551 92 2 7 140 Total past due and

nonaccrual 360 6327 551 799 25 8062 Current loans 1 4 1 99 20488 1 1 4931 1 31 1 72 1 2530 45389 56481 57 13 400903

Total loans receivable 1 4 1 99 20488 1 1 5291 1 37499 1 2530 45940 57280 5738 408965

Total loans 90 days or greater and accruing $ $ $ $ 571 1 $ $ $ 92 $ 2 $ 5805

2013 30-89 days past due $ $ $ 312 $ 57 $ $ $ 529 $ 28 $ 926 90 days or greater

past due or nonaccrual 770 4791 347 75 5983

Total past due and nonaccrual 1 082 4848 347 604 28 6909

Current loans 1 9798 1 7397 1 03791 1 301 66 1 2968 40926 42279 6 178 373503

Total loans receivable 1 9798 1 7397 1 04873 1 3501 4 1 2968 41273 42883 6206 38041 2

Total loans 90 days or greater and accruing $ $ $ 209 $ 3683 $ $ $ 75 $ $ 3977

A loan is considered impaired in accordance with the impairment accounting guidance (ASC 31 0-1 0-35-1 6) when based on current information and events it is probably the Corporation will be unable to collect all amounts due from the borrower in accordance with the contractual terms of the loan Impaired loans include non-performing commercial loans but also include loans modified in troubled debt restructurings where concessions have been granted to borrowers experiencing financial difficulties These concessions could include a reduction in the interest rate on the loan payment extensions forgiveness of principal forbearance or other actions intended to maximize collection

Included in certain loan categories in the impaired loans are troubled debt restructurings that were classified as impaired At December 31 201 4 and 201 3 the Corporation had $895 and $907 thousand respectively of commercial and non-residential real estate loans $76 and $76 thousand respectively in residential loans and $1 and $5 thousand respectively in consumer loans that were modified in troubled debt restructurings and impaired and that were performing in accordance with their modified terms

When economic concessions have been granted to borrowers who have experienced financial difficulties the loan is considered a troubled debt restructuring These concessions typically result from our loss mitigation activities and could include reductions in the interest rate payment extensions forgiveness of principal forbearance or other actions Troubled debt restructurings are considered impaired at the time of restructuring and typically are returned to accrual status after considering the borrowers sustained repayment performance as agreed for a reasonable period of at least six months or once the granted concessions have ended or are no longer applicable

As of December 31 201 4 and 201 3 the Bank had troubled debt restructurings all modification of payment terms with a recorded balance at original cost of $895 and $907 thousand respectively and consists of four commercial and non-residential real estate loans for both years which are all performing in accordance with the modified terms of the loan All four loans were added as troubled debt restructuring during the fourth quarter of 201 3 There was no difference between pre-modification and post-modification balances As of December 31 201 4 and 2013 the loans totaling $895 and $907 thousand respectively are on non-accrual and considered impaired by the Bank Based on the fair value of the collateral specific reserves required on the loans totaled $108 and $98 thousand as of December 31 201 4 and 2013 respectively During the years ended December 31 201 4 and 2013 there were no defaults of loans that had been modified as a troubled debt restructuring in the 1 2 month period prior to default

Notes to Consolidated Financial Statements I l l Loans cont

The following tables present the impaired loan balances (loans on non-accrual status) at December 31 (Dollars in thousands)

Non Residential Residential

Real Real Agricultural Loans to

Construction Farmland Estate Estate Production Commercial Individuals Other

20 1 4 Loans with out a specific

valuation al lowance Recorded balance $ $ $ 92 $ $ $ 487 $ $ Unpaid principal balance 92 487 Specific allowance Average investment in

impaired loans 278 4 1 99 1 02

Loans with a specific valuation al lowance

Recorded balance $ $ $ 76 $ 61 6 $ 63 Unpaid principal balance 76 61 6 63 Specific allowance 66 1 08 31 Average investment in

impaired loans 369 1 1 48 694

Total loans receivab l e Total Recorded balance $ $ $ 1 68 $ 61 6 $ $ 551 $ $ $ 1 335 Unpaid principal balance $ $ $ 1 68 $ 61 6 $ $ 551 $ $ $ 1 335 Specific allowance $ $ $ 66 $ 1 08 $ $ 31 $ $ $ 205 Average investment in

impaired Joans $ $ $ 648 $ 5346 $ $ 796 $ $ $ 6790

2013 Loans without a specific

valuation al lowance Recorded balance $ $ $ 299 $ 1 098 $ $ $ $ Unpaid principal balance 299 1 098 Specific allowance Average investment in

impaired loans 4037 280 5226 1 7 12

Loans with a specific valuation al lowance

Recorded balance $ $ $ 261 $ $ 347 Unpaid principal balance 261 347 Specific allowance 1 1 2 1 07 Average investment in

impaired loans 306 8201 530

Total loans receiva ble Total

Recorded balance $ $ $ 560 $ 1 098 $ $ 347 $ $ $ 2005 Unpaid principal balance $ $ $ 560 $ 1 098 $ $ 347 $ $ $ 2005 Specific allowance $ $ $ 1 1 2 $ $ $ 1 07 $ $ $ 219 Average investment in

impaired Joans $ 4037 $ $ 586 $1 3427 $ $ 2242 $ $ $ 20292

There was no Interest income recognized on a cash basis or accrual basis for 2014 or 2013 on impaired loans

Notes to Consolidated Financial Statements

Ill Loans cont

The following tables present the balance in the allowance for loan losses and the recorded investment in loans based on portfolio segment and impairment methods at December 31 (Dollars in thousands)

Non Residential Residential Agricultural Loans to Other

Construction Farmland Real Estate Real Estate Production Commercial Individuals Loans Unallocated Total

20 1 4 Allowance for loan losses Balance beginning of year $ 473 $ i 9 $ 700 $ i 32i $ i 4 $ 56i $ i 22 $ 30 $ - $ 3241 Provision charged to

expense (289) 68 762 (27) 2i (96) 699 2 i 2 i 351 Losses charged off (324) (i 79) (7i) (270) (i32) (971 Recoveries 34 49 i 3 i 8 i 55 23 29 Balance end of year $ 2i8 $ 87 $ i i 87 $ i i 28 $ 35 $ 4i 2 $ 706 $ i 33 $ - $ 3901

Ending balance individually evaluated for impairment $ $ $ 66 $ i 08 $ $ 3i $ $ $ - $ 20[

Ending balance collectively evaluated for impairment $ 2i 8 $ 87 $ i i 21 $ 1 020 $ 35 $ 381 $ 706 $ 1 33 $ - $ 370

Loans Ending balance $ 1 4 1 99 $20488 $1 1 5291 $ 1 37499 $ 1 2530 $45940 $ 57280 $ 5738 $ - $ 40896 Ending balance individually

evaluated for impairment $ $ $ i 68 $ 61 6 $ $ 551 $ $ $ - $ 1 33 Ending balance collectively

evaluated for impairment $14 i 99 $20488 $1 1 5 1 23 $ 1 36883 $ 1 2530 $45389 $57280 $ 5738 $ - $ 40763(

2013 Allowance for loan losses Balance beginning of year $ 243 $ 23 $ 848 $ 2040 $ 1 7 $ 456 $ 285 $ 7 $ 52 $ 397 Provision charged to

expense 230 (4) 378 1 077 (3) 630 (1 50) 1 37 (52) 224 Losses charged off (543) (i 830) (538) (203) (1 4 i ) (325t Recoveries 1 7 34 1 3 1 90 27 28

Balance end of year $ 473 $ 1 9 $ 700 $ i 32i $ i 4 $ 56i $ i 22 $ 30 $ - $ 324(

Ending balance individually evaluated for impairment $ $ $ 1 1 2 $ $ $ i 07 $ $ $ - $ 2if

Ending balance collectively evaluated for impairment $ 473 $ i 9 $ 588 $ 1 32i $ i 4 $ 454 $ i 22 $ 30 $ - $ 302middot

Loans Ending balance $i 9798 $1 7397 $i 04873 $ i 35014 $ 1 2968 $41 273 $ 42883 $ 6206 $ - $ 38041 Ending balance individually

evaluated for impairment $ $ $ 560 $ i 098 $ $ 347 $ $ $ - $ 200( Ending balance collectively

evaluated for impairment $i 9798 $ i 7397 $i 0431 3 $ i 339i 6 $ 1 2968 $40926 $42883 $ 6206 $ - $ 37840i

Notes to Consolidated Financial Statements

I I I Loans cont

Managements opinion as to the ultimate collectability of loans is subject to estimates regarding future cash flows from operations and the value of property real and personal pledged as collateral These estimates are affected by changing economic conditions and the economic prospects of borrowers

Allowance for Loan Losses The allowance for loan and lease losses (allowance) represents managements estimate of the reserve necessary to adequately account for probable losses that could ultimately be realized from current loan exposures In determining the adequacy of the allowshyance management relies predominately on a disciplined credit review and approval process The review process is directed by overall lending policy and is intended to identify at the earliest possible stage borrowers who might be facing financial difficulty

Loans for which it is probable that the Bank will not collect all principal and interest due according to the contractual terms are identishyfied as impaired The impairment for each applicable loan is quantified and specific loss exposures are allocated within the allowance Loans that are in non accrual status are generally considered impaired

A detailed analysis is performed on each loan that is not impaired but poses sufficient risk to warrant in-depth review These are loans that have been classified as substandard or are on the Banks internal watch list Due to the elevated risk inherent in these Joans management has determined that it is appropriate to quantify the potential loss within the pool of classified loans by estimating each loans collateral shortfall These collateral shortfall estimates are incorporated in the determination of the adequacy of the allowance

In estimating the risk of loss in the remaining portion of the loan portfolio identified as non-classified management establishes base Joss estimations which are derived from the historical Joss experience over the past three calendar years These base loss estimations are then adjusted after consideration ofnine different qualitative factors

Notes to Consolidated Financial Statements

IV Loan Servicing

Real estate loans serviced for others are not included in the accompanying consolidated balance sheets The risks inherent in mortgage servicing assets relate primarily to changes in prepayments that result from shifts in mortgage interest rates The unpaid principal balances of mortgage loans serviced for others was $3528 million and $3567 million at December 31 201 4 and 201 3 respectively The fair value of mortgage servicing rights at December 31 201 4 and 201 3 was approximately $31 million and $33 million respectively The fair value of servicing rights was determined using discount rates ranging from 950 to 1 000 percent and prepayment speeds principally ranging from 903 to 1 1 20 percent depending on the stratification of the specific right

The Corporation changed its method of amortizing mortgage servicing rights during 201 3 from the straight-line amortization method to a methodology based on anticipated prepayment assumptions Amortization expense for 2013 would have been $1 068 thousand if the straight-line method was used

Custodial escrow balances maintained in connection with the foregoing loan servicing and included in demand deposits were $37 million and $4 1 million at December 31 201 4 and 201 3 respectively

Following is a summary of the mortgage servicing rights capitalized and amortized (Dollars in thousands)

20 1 4 2013 2012

Balance beginning of year $ 2524 $ 21 83 $ 1 876 Mortgage servicing rights capitalized 331 847 1 31 9 Mortgage servicing rights amortized (408) 506) (1 01 2) Recorded balance end of year $ 2447 $ 2524 $ 21 83

Fair value end of year $ 31 38 $ 3273 $ 21 83

Notes to Consolidated Financial Statements

V Land Premises and Equipment

A summary of land premises and equipment by asset classification at December 31 is as follows (Dollars in thousands)

20 1 4 2013

Land $ 7895 $ 7895 Premises 1 7 697 1 8297 Furniture fixtures and equipment 7867 791 7 Vehicles 1 1 0 1 1 0

33569 34219 Accumulated depreciation (1 241 2) (1 2281) Land premises and equipment net $ 21 1 57 $ 21 938

Depreciation expense for the years ended December 31 201 4 201 3 and 201 2 was $1 4 million $1 4 million and $1 i million respectively Leasehold improvements are capitalized and depreciated using the straight-line method over the terms of the respective leases or the estimated useful lives of the improvements whichever is shorter Expected terms include lease option periods to the extent that the exercise of such options is reasonably assured

Pursuant to the terms of noncancelable lease agreements in effect at December 31 2014 pertwning to banking premises and equipment future minimum rent commitments under various operating leases are as follows for years ended December 31 (Dollars in thousands)

2015 2016 2017 201 8 2019 Thereafter Total

$ 303 $ 306 $ 1 91 $ 79 $ 79 $ 298 $ i 257

The leases contain options to extend for periods from five to 50 years The cost of exercising such options is not included above Total rent expense for the years ended December 31 201 4 201 3 and 201 2 amounted to approximately $336 $334 and $426 thousand respectively

Notes to Consolidated Financial Statements

VI Deposits

Time deposits greater than or equal to $100 thousand were $653 million and $723 million at December 31 201 4 and 201 3 respectively Interest expense on these deposits was $08 million $1 1 million and $1 4 million in 201 4 201 3 and 201 2 respectively

At December 31 2014 the scheduled maturities of time deposits are as follows (Dollars in thousands

2015 201 6 201 7 2018 2019 Total

$ 66577 $ 26867 $ 32074 $ 1 4084 $ 1 1 81 0 $ 1 51 41 2

Interest-bearing deposits at December 31 consist of the following (Dollars in thousands)

20 1 4

201 3

NOW and Money Market

$ 229355

$ 225263

Savings

$ 55301

$ 53326

Time $100000 and over

$ 65267

$ 72339

Time Other

$ 86145

$ 93065

Total

$ 436068

$ 443993

The aggregate amount of deposit overdrafts included in loans at December 31 201 4 and 201 3 was $244 and $1 91 thousand respectively

VII Borrowings

The Bank has the ability to borrow from the Federal Home Loan Bank with borrowings collateralized by first mortgage loans mulshytifamily and farmland loans under a blanket lien agreement in the amount of approximately $60 million Based on this collateral and the Banks holdings of FHLB stock the Bank is eligible to borrow up to approximately $38 million at year-end 201 4

During 201 2 and in conjunction with the purchase of 392663 treasury shares of stock the Corporation borrowed $6 million from a correspondent bank pursuant to a newly established line of credit The borrowings bear an interest rate equal to the lenders prime rate with a minimum rate of 325 At December 31 201 4 the rate was 325 and the balance outstanding was $36 million The Corporation was required to make quarterly interest-only payments on this line of credit through December 31 201 3 after which in addition to quarterly interest payments the Corporation must make equal annual principal payments of $1 2 million through December 31 201 7 when the line of credit matures There is no prepayment penalty associated with the borrowing should the Corporation decide to repay the debt prior to maturity

As of December 31 201 4 the Bank was not in compliance with one of the note covenants relating to annual return on assets The note contains certain covenants including financial covenants for the Bank which must be met at all times Should the Corporation or the Bank be found not compliant with them during the term of the note there are remedies the issuing financial institution shall have the right to enforce including that the note could become immediately due and payable The issuing financial institution has approved the noncompliance for the fourth quarter ended December 31 201 4

Notes to Consolidated Financial Statements

VI II I n come Taxes

Income taxes reflected in the consolidated statements of operations consist of the following (Dollars in thousands)

20 1 4 2013 Current payable

Federal $ 30 $ 96 State 80

Deferred tax benefit 60 1 96 Income tax expense $ 90 $ 372

The Corporations income tax expense beneflt) differed from the federal statutory rate of 34 as indicated in the following analysis

(Dollars in thousands)

20 1 4 2013

Tax based on statutory rate $ 388 $ 458 State taxes net of federal tax benefit (1 06) 53 Effect of tax-exempt income (31 0) (276) Other net 1 1 8 1 37 Income tax expense $ 90 $ 372

The Corporation has the following deferred tax assets and liabilities at December 31 (Dollars in thousands)

Deferred tax assets Deferred tax liabilities

Net deferred tax assets

20 1 4

$ 31 07 (2782)

$ 325

2013

$ 2982 (2637)

$ 345

2012

$ 1 234 727 (68)

$ 1 893

2012

$ 1 875 390 (31 4)

(58) $ 1 893

The components of deferred income taxes were principally related to the allowance for loan losses other real estate owned write-downs differences in amortization of core deposit intangible assets depreciation and mortgage servicing rights Deferred tax liabilities related to unrealized losses and gains on securities available for sale are $260 and $296 thousand at December 31 201 4 and 201 3 respectively

The Corporation files income tax returns in the US federal jurisdiction and the State of Illinois The Corporation is no longer subject to US federal or state income tax examination by tax authorities for years before 201 1

Notes to Consolidated Financial Statements

IX Employee Benefits

Substantially all employees are covered by a profit sharing plan The contribution determined in accordance with the provisions of the plan was $i 72 thousand $i 23 thousand and $207 thousand in 20i 4 20i 3 and 20i 2 respectively

Under the Corporations Employee Stock Option Plan the Corporation may grant options to its key employees for up to 1 00000 shares of common stock The exercise price of each option equals the market price of the Corporations stock on the date of grant and the options maximum term is ten years The vesting period is three years from the date of grant GAAP provisions require that compensation cost relating to share-based payment transactions be recognized in the financial statements with measurement based upon the fair value of the equity or liability instruments issued For the year ended December 3i 20i 2 the Corporation recognized $i i 3 thousand in compensation expense for stock options For the year ended December 3i 20i 3 the Corporation recognized $97 thousand in compensation expense for stock options For the year ended December 3i 20i 4 the Corporation recognized no compensation expense for stock options

The activity in the plan is summarized as follows

Outstanding at beginning of year Granted Exercised Forfeitedexpired Outstanding at end of year

Options exercisable at year-end

Non-vested options beginning of year Granted Vested Forfeitedexpired Non-vested options at year end

Shares

85998

(i 000)

84998

84998

20 1 4

Weighted Weighted Average Average

Exercise Price Contractual Term

$ 4762

3200

$ 4748

$ 4748

2 0 1 4

Number of Shares

8333

(8333)

(in years)

35

35

Weighted Average

Grant Date Fair Value

$ 3200

3200

$

2013

Weighted Weighted Shares Average Average

Exercise Price Contractual Term (in years)

88998 $ 4709

(667) 3200 (2333) 3747

85998 $ 4762 48

77665 $ 4929 4i

2013

Weighted

Number of Average

Grant Date Shares Fair Val u e

i 9333 $ 3200

(i 1 000) 3200

8333 $ 3200

The fair value of each option is estimated using Black-Scholes option-pricing model which requires the use of subjective valuation assumptions The expected volatility is based on historical volatility of the Corporations stock price The risk-free interest rates for periods within the contractual life of the awards are based on the US Treasury yield curve in effect at the time of the grant The expected life is based on historical exercise experience The dividend yield assumption is based on the Corporations history and expectation of dividend payouts There were no options granted in 20i 3 or 20i 4

At December Si 20i 4 there was no unrecognized cost related to non-vested stock options granted under the Employee Stock Option Plan

Notes to Consolidated Financial Statements

IX Emp loyee Benefits cont

The following table summarizes restricted stock activity

20 1 4 2013

Weighted Average Weighted Average Number of Grant Date Number of Grant Date

Shares Fair Value Shares Fair Value

Balance beginning of year 8959 $ 4000 $ Granted 8959 4000 Forfeited (888) 4000 Earned and issued (2250) 4000 Balance end of period 5821 $ 4000 8959 $ 4000

The fair value of the restricted stock awards is amortized to compensation expense over the vesting period (forty months) and is based on the market price of the Corporations common stock at the date of grant multiplied by the number of shares granted that are expected to vest At the date of grant the par value of the shares granted was recorded in equity as a credit to common stock and a debit to paid-in capital The weighted-average grant date fair value of restricted stock granted during the year ended December 31 201 4 was $4000 per share or $358 thousand Stock-based compensation expense for restricted stock for the year ended December 31 201 3 was $90 thousand Stock-based compensation expense for restricted stock during the year ended December 31 201 4 was $1 29 thousand Unrecognized compensation expense for non-vested restricted stock awards was $139 thousand and is expected to be recognized over a weighted average period of 34 months

X Related Party Transactions

The Bank has entered into transactions with certain directors executive officers significant stockholders and their affiliates or associshyates (related parties) Such transactions were made in the ordinary course of business on substantially the same terms and conditions including interest rate and collateral as those prevailing at the same tirne for comparable transactions with other customers and did not in the opinion of management involve more than normal credit risk or present other unfavorable features

Annual loan activity consisted of the following (Dollars in thousands

20 1 4 2013

Beginning balance $ 1 1 29 $ 1 1 63 New Joansadvances 1 94 46 Repayments (245) (80) Ending balance $ 1 078 $ 1 1 29

Deposits from related parties held by the Bank at December 31 201 4 and 201 3 amounted to $32 million and $37 million respectively

middot middot

XI Commitments and Contingencies

In the normal course of business the Bank makes various commitments and incurs certain contingent liabilities that are not reflected in the accompanying consolidated financial statements The credit risk associated with loan commitments and standby letters of credit is essentially the same as that involved with extending Joans to customers and is subject to the Banks credit policies Collateral or other security is normally not obtained for these financial instruments prior to their use and many of the commitments are expected to expire without being used

The following commitments existed at December 31 (Dollars in thousands

20 1 4 2013

Commitments to extend credit Fixed $ 33441 $ 26551 Variable 25597 24400

Standby letters of credit $ 483 $ 21 1

Notes to Consolidated Financial Statements

XII Reg u l atory M atters

The Bank is required to maintain average reserve balances with the Federal Reserve Bank based upon deposit levels and other facshytors The amount of those reserve balances for the years ended December Si 20i 4 and 20i 3 was approximately $i 00 thousand

Dividends are paid by the Corporation from its funds which are mainly provided by dividends from the Bank However national banking regulations and capital guidelines limit the amount of dividends that may be paid by banks

Banks and bank holding companies are subject to regulatory capital requirements administered by federal banking agencies Capital adequacy guidelines and additionally for banks prompt corrective action regulations involve quantitative measures of assets liabilities and certain off-balance-sheet items calculated under regulatory accounting practices Capital amounts and classificashytions are also subject to qualitative judgements by regulators Failure to meet capital requirements can initiate regulatory action Prompt corrective action provisions are not applicable to bank holding companies Furthermore the Banks regulators could require adjustments to regulatory capital not reflected in the financial statements

Prompt corrective action regulations provide five classifications well capitalized adequately capitalized undercapitalized significantly undercapitalized and critically undercapitalized although these terms are not used to represent overall financial condition If undershycapitalized capital distributions are limited as is asset growth and expansion and capital restoration plans are required

At December 3i 20i 4 the most recent notification from the Banks and Corporations regulator categorized the Bank as well capitalshyized under the regulatory framework for prompt corrective action To be categorized as well capitalized an institution must maintain minimum total risk-based Tier i risk-based and Tier i leverage ratios as set forth in the following tables There are no conditions or events since the notification that management believes have changed the Banks category The Banks and the consolidated Corporations actual capital amounts and ratios at December Si are presented in the table

Actual and required capital amounts and ratios are presented below at year-end (Dollars in thousands)

Minimum Minimum To Be For Capital Well-Capitalized

Actual Adequacy Purposes Under Bank Regulatory Capital Requirements

Amount Ratio Amount Ratio Amount Ratio 20 1 4 Total capital to risk weighted assets

Consolidated $ 56026 i 249 $ 35885 800 NIA NIA Bank 58957 i S i5 S5867 800 $ 448S4 i 000

Tier i (core) capital to risk weighted assets Consolidated 52i 2i i i 62 i 7942 400 NIA NIA Bank 55052 i 228 i 79S2 400 26898 600

Tier i (core) capital to average assets Consolidated 52 1 21 809 25768 400 NIA NIA Bank 55052 855 25908 400 S2i 94 500

20i3 Total capital to risk weighted assets

Consolidated $ 54577 i 289 $ S5995 800 NIA NIA Bank 56952 1S53 SS675 800 $ 42093 1 000

Tier 1 (core) capital to risk weighted assets Consolidated 5i S37 1 2 1 3 1 5931 400 NIA NIA Bank 5371 2 1 276 i 6838 400 25256 600

Tier 1 (core) capital to average assets Consolidated 5i 3S7 804 25306 400 NIA NIA Bank 537i 2 842 25675 400 31 895 500

Notes to Consolidated Financial Statements

XII I Earnings Per Share

The factors used in the earnings per share computation are as follows (Dollars in thousands except per share data)

20 1 4 2013 2012

Income Weighted- Per Share Income Weighted- Per Share Income Weighted- Per Share Average Amount Average Amount Average Amount Shares Shares Shares

Basic earnings per share Net income $ 1 050 1 048g23 $ 1 00 $ 976 1 043765 $ 94 $ 3622 1 352929 $ 268 Effect of assumed exercise

of stock options and restricted stock awards 1 831 9786 NIA

Diluted earnings per share Net income $ 1 050 1 050754 $ 1 00 $ 976 1 053551 $ 93 $ 3622 1 352g2g $ 268

Options to purchase 68500 68500 and 88998 shares of common stock were outstanding at December 31 201 4 201 3 and 201 2 but were not included in the computation of diluted EPS because the options exercise price was greater than the average market price of the common shares for each period

Notes to Consolidated Financial Statements

XIV Fair Val u e Measurements

ASC Topic 820 Fair Value Measurements defines fair value as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market parshyticipants at the measurement date Topic 820 also specifies a fair value hierarchy which requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value The standard describes three levels of inputs that may be used to measure fair value

Level i Quoted prices in active markets for identical assets Level 2 Observable inputs other than Level i prices such

as quoted prices for similar assets quoted prices in markets that are not active or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities

Level 3 Unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets

Following is a description of the valuation methodologies and inputs used for assets and liabilities measured at fair value on a recurring basis and recognized in the accompanying balance sheets as well as the general classification of such assets and liabilities pursuant to the valuation hierarchy

Securities Available for Sale

Securities classified as available for sale are reported at fairvalue utilizing Level 2 inputs Except for equity securities unadjusted quoted prices in active markets for identical assets are utilized to determine fair value at the measurement date which are conshysidered Level i inputs For all other securities the Corporation obtains fair value measurements from an independent pricing sershyvice The fair value measurements consider observable data that may include dealer quotes market spreads cash flows the US Treasuryyield curve live trading levels trade execution data market consensus prepayment speeds credit information and the bonds terms and conditions among other things

Certain financial assets and financial liabilities are measured at fair value on a nonrecurring basis that is the instruments are not measured at fair value on an ongoing basis but are subject to fair value adjustments in certain circumstances (for example when there is evidence of impairment) At December 3i 20i 3 other real estate owned measured at fair value was $7 5 million using a combination of observable inputs including recent appraisshyals and unobservable inputs based on customized discounting criteria Due to the significance of the unobservable inputs all other real estate owned fair values have been classified as Level 3 Rnancial assets and financial liabilities excluding impaired Joans measured at fair value on a nonrecurring basis were not significant at December 31 201 4 and 2013

The following tables summarize financial assets measured at fair value at December 31 segregated by the level of the valuation inputs within the fair value hierarchy utilized to measure fair value (Dollars in thousands)

Level 1 Level 2 Level 3 Total 20 1 4 Inputs Inputs Inputs Fair Value Recurring

$ Equity securities $ 456 $ $ 456 Securities available for sale $ $ i 27768 $ $ 1 27768

Nonrecurring $ Impaired Joans $ $ 1 069 $ 1 069

other real estate owned $ $ $ 3375 $ 3375

201 3 Recurring

$ $ Equity securities $ 2405 $ 2405 Securities available for sale $ $ i 4706i $ $ 1 4706i

Nonrecurring $ Impaired loans $ $ 91 6 $ 9 1 6

Other real estate owned $ $ $ 832 $ 832

Notes to Consolidated Financial Statements

XI Fair Value of Financial Instruments

The canying amount and fair value of the Corporations other financial instruments at December 31 are set forth below (Dollars in thousands)

Financial assets Cash and cash equivalents Restricted stock -Loans held for sale Loans net Accrued interest receivable

Financial liabilities Deposits Other borrowings Accrued interest payable

Commitments to orginate loans

Letters of credit

Lines of credit

Forward sale commitments

Carrying Amount

$ 2671 5 1 647 2432

405059 3369

$ 548940 3600

52

2014 201 3

Fair Value Carrying Amount

$ 2671 5 $ 36838 1 647 1 494 2432 5902

405027 377172 3369 2820

$ 51 3334 $ 549645 3600 4800

52 66

Fair Value

$ 36838 1 494 5902

377166 2820

$ 502487 4800

66

Notes to Consolidated Financial Statements

XV Fair Val u e of Financial Instrum ents cont

Nonrecurring Measurements Following is a description of the valuation methodologies and inputs used for assets measured at fair value on a nonrecurring basis and recognized in the accompanying balance sheets as well as the general classification of such assets pursuant to the valuation hierarchy For assets classified within Level 3 of the fair value hierarchy the process used to develop the reported fair value is described below

Other Real Estate Owned Other real estate owned (OREO) is carried at fair value Jess estimated cost to sell when the real estate is acquired Estimated fair value of OREO is based on appraisals or evaluations OREO is classified within Level 3 of the fair value hierarchy

Appraisals of OREO are obtained when the real estate is acquired and subsequently as deemed necessary by the Banks manageshyment Appraisals are reviewed for accuracy and consistency by the Bank Appraisers are selected from the list of approved appraisers maintained by management

Collateral-dependent Impaired Loans Net of ALLL The estimated fair value of collateral-dependent impaired Joans is based on the appraised fair value of the collateral Jess estimated cost to sell Collateral-dependent impaired Joans are classified within Level 3 of the fair value hierarchy

The Bank considers the appraisal or evaluation as the starting point for determining fair value and then considers other factors and events in the environment that may affect the fair value Appraisals of the collateral underlying collateral-dependent Joans are obtained when the loan is determined to be collateral-dependent and subsequently as deemed necessary by the Banks management Appraisals are reviewed for accuracy and consistency by the Bank Appraisers are selected from the list of approved appraisers mainshytained by management The appraised values are reduced by discounts to consider lack of marketability and estimated cost to sell if repayment or satisfaction of the Joan is dependent on the sale of the collateral These discounts and estimates are developed by the credit department by comparison to historical results

Notes to Consolidated Financial Statements

XV Fair Val ue of Financial Instruments cont

Unobservable (Level 3) Inputs The following table presents quantitahve information about unobservable inputs used in recurring and nonrecurring Level s fair value measurements other than goodwill (Dollars in thousands)

Other real estate owned

middot Collateral-dependent impaired loans

Other real estate owned

Collateral-dependent impaired loans

Fair Value at 123 114

$ 3375

$ 1 069

Fair Value at 123113

$ 832

$ 91 6

Sensitivity of Significant U nobservable Inputs The following is a discussion of the sensitivity of significant unobshyservable inputs the interrelationships between those inputs and other unobservable inputs used in recurring fair value measureshyment and of how those inputs might magnify or mitigate the effect of changes in the unobservable inputs on the fair value measurement

The following follows the Fair value table The following methods were used to estimate the fair value of all other financial instruments recognized in the accompanying balshyance sheet at amounts other than fair value

Cash and Cash Equivalents The carrying amount approximates fair value

Loans Held For Sale The carrying amount approximates fair value due to the insigshynificant time between origination and date of sale The carrying amount is the amount funded and accrued interest

Loans

Fair value is estimated by discounting the future cash flows using the market rates at which similar notes would be made to borshyrowers with similar credit ratings and for the same remaining maturities The market rates used are based on current rates the Bank would impose for similar loans and reflect a market parshyticipant assumption about risks associated with nonperformance illiquidity and the structure and term of the loans along with local economic and market conditions

Restricted Stock Fair value is estimated at book value due to restrictions that limit the sale or transfer of such securities

Valuation Unobservable Range Technique Inputs (Weighted

Market comparable Comparability Average)

properties adjustments () Not available

Market comparable Marketability properties discount 1 0 - 1 5 (1 2)

Valuation U nobservable Range Technique Inputs (Weighted

Market comparable Comparability Average)

properties adjustments () Not available

Market comparable Marketability properties discount 1 0 - 1 5 (1 2)

Accrued Interest Receivable and Payable

The carrying amount approximates fair value The carrying amount is determined using the interest rate balance and last payment date

Deposits and Other Borrowings Fair value of term deposits is estimated by discounting the future cash flows using rates of similar deposits with similar maturities The market rates used were obtained from a knowledgeable independent third party and reviewed by the Corporation The rates were the average of current rates offered by local competishytors of the bank subsidiaries

The estimated fair value of demand NOW savings money marshyket deposits and other borrowings is the book value since rates are regularly adjusted to market rates and amounts are payable on demand at the reporting date

Commitments to Originate Loans Forward Sale Commitments Letters of Credit and Lines of Credit The fair value of commitments to originate loans is estimated using the fees currently charged to enter into similar agreements taking into account the remaining terms of the agreements and the present creditworthiness of the counterparties For fixedshyrate loan commitments fair value also considers the difference between current levels of interest rates and the committed rates

The fair value of commitments to sell securities is estimated based on current market prices for securities of similar terms and credit quality

The fair values of letters of credit and lines of credit are based on fees currently charged for similar agreements or on the estimated cost to terminate or otherwise settle the obligations with the counterparties at the reporting date

Notes to Consolidated Financial Statements

XVI Accumul ated Comprehensive Income (Loss)

The components of accumulated other comprehensive income loss) included in stockholders equity are as follows (Dollars in thousands)

Net unrealized gains (Joss) on available for sale securities Tax effect Net-of-tax amount

20 1 4

$ 766 (260)

$ 506

2013

$ (871) 296

$ (575)

Amounts reclassified from accumulated other comprehensive income and the affected line items in the statements of income during the years ended December 31 were as follows

Affected line item in 20 1 4 2013 2012 the statements of

income

Net realized gains of Unrealized gains on securities available for sale $ 368 $ 434 $ 2084 sales of available for-sale

securities

Tax effect (1 26) (i 48) (709) Income taxes Total reclassification out of accumulated other comprehensive income $ 242 $ 286 $ 1 375 Net reclassified

amount

XVII Goodwill and Acquired Intangible Assets

The Corporations goodwill and intangible assets are as follows There was no Impairment of goodwill or intangible assets in 2014 or 2013 (Dollars in thousands)

20 1 4 2013

Goodwill $ 3265 $ 3265 Core deposit intangibles $ 1 805 $ 1 805 Non-compete agreement 375 375 Intangible assets 21 80 2 180 Less accumulated amortization 2 180 2090

Total intangible assets $ $ 90

Aggregate amortization expense for years ended December 31 2014 201 3 and 201 2 was $90 $181 and $1 80 thousand respectively

XVI II Subsequent Events

Management evaluated subsequent events through February 27 201 5 the date the consolidated financial statements were available to be issued Events or transactions occurring after December 31 2014 but prior to February 27 2015 that provided additional evidence about conditions that existed at December 31 2014 have been recognized in the consolidated financial statements for the year ended December 31 2014 Events or transactions that provided evidence about conditions that did not exist at December 31 201 4 but arose before the consolidated financial statements were available to be issued have not been recognized in the consolidated financial statements for the year ended December 31 2014

This information is an Integral part of the accompanying consolidated financial statements

Independent Auditors Report

CPAs amp Advisors

Board of Directors

NI Bancshares Corporation

Sycamore Illinois

We have audited the accompanying consolidated financial statements of NI Bancshares Corporation which comprise

the consolidated balance sheets as of December 3 1 2014 and 2013 and the related consolidated statements of income

comprehensive income (loss) stockholders equity and cash flows for the years ended December 3 1 2014 2013 and 2012 and the related notes to the consolidated financial statements

Managements Responsibility for the Financial Statements

Management is responsible for the preparation and fair presentation of these consolidated financial statements in accordance

with accounting principles generally accepted in the United States of America this includes the design implementation and

maintenance of internal control relevant to the preparation and fair presentation of consolidated financial statements that are

free from material misstatement whether due to fraud or error

Auditors Responsibility

Our responsibility is to express an opinion on these consolidated financial statements based on our audits We conducted our

audits in accordance with auditing standards generally accepted in the United States of America Those standards require that

we plan and perform the audit to obtain reasonable assurance about whether the consolidated financial statements are free from material misstatement

An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the consolidated

financial statements The procedures selected depend on the auditors judgment including the assessment of the risks of material misstatement of the consolidated financial statements whether due to fraud or error In making those risk

assessments the auditor considers internal control relevant to the Corporations preparation and fair presentation of the

consolidated financial statements in order to design audit procedures that are appropriate in the circumstances but not for

the purpose of expressing an opinion on the effectiveness of the Corporations internal control Accordingly we express no

such opinion An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of

significant accounting estimates made by management as well as evaluating the overall presentation of the consolidated

financial statements

We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion

Opinion In our opinion the consolidated financial statements referred to above present fairly in all material respects the financial position of NI Bancshares Corporation as of December 3 1 2014 and 2013 and the results of its operations and cash flows

for the years ended December 3 1 2014 2013 and 2012 in accordance with accounting principles generally accepted in the United States of America

Decatur Illinois February 27 2015

PRESID ENT I CEO Michael A Cullen

BUSI NESS BANKING Charles C Kaiser Senior Vice President - Business Banking

Michael A Hawley Senior Vice President - Senior Commercial Loan Officer

Grant M Goltz Vice President - Commercial Loan Officer

Lucas G Goucher Vice President - Commercial Loan Officer

Nicholas D Lee Vlce President - Commercial Loan Officer

Robert W Mason Vice President - Commercial Loan Officer

Timothy J Meyer Vice President - Commercial Loan Officer

Sheela Prahlad Vice President - Commercial Loan Officer

CREDIT D EPARTMENT

Karen A Kuppler Senior Vice President - Chief Credit Officer

Gerald W Brantner Vice President - Senior Collector

CONSUM ER BANKING RESIDENTIAL LENDING ORIGINATION

Mark R ODell Vice President - Senior Retail Loan Officer

CONS U M ER BANKING Bradley V Brown Senior Vice President - Consumer Banking (Security Officer)

Terrence M Duffy Senior Vice President - Consumer Banking Division Manager

Ishmael M McGhee Vice President - Consumer Banking Division Manager

Frank P Turza Vice President - Consumer Banking Division Manager

Directory of NBamp T

TRUST D EPARTMENT R David Van Buren Senior Vice President - Trust amp Investments

Stephen J Colianni Vice President -Trust Investment Officer

Stephen G Corcoran Vice President - Employee Benefits Manager

Karen J Daleo Vice President - Trust Tax Manager amp Assistant Secretary

James J Dombek Vice President - Personal Trust Manager amp Secretary

Kathryn J Johnson Vice President -Trust Administrator

Thomas M Sullivan Vice President - Trust Administrator

Carolyn S Swafford Vice President - Trust Administrator

FAR M SERVIC E DEPARTM ENT Scott R Pumroy Vice President - Farm Service Department Manager

OPERATIONS D EPARTMENT

Michelle R Carlson Vice President - Operations

Hien Van Do Vice President - Core Banking Systems Administrator

ACCOUNTING DEPARTM ENT David N McCoy Senior Vice President - Chief Financial Officer

BRAND amp MARKETING Tami J Armstrong Vice President - Brand amp Marketing

H U MAN RESOU RCES Samantha J Dailey Vice President - Human Resources

AUDITING DEPARTMENT Sarah M Taylor Vice President - Internal Audit

EXHIBIT 2A

NI BANCSHARES CORPORATIONS ORGANIZATIONAL CHART

NI BANCSHARES CORPORATIO N

230 W STATE ST SYCAMORE IL 601 78

State of Incorporation = Delaware

1 00

THE NATIONAL BAN K amp TRUST COMPANY OF SYCAMORE

230 W STATE ST SYCAMOR_E IL 601 78

hsults A list of branches for your depostorv nstftution NATIONAL BANK amp TRUST COMPANY OF SYCAMOftE THE (ID_RSSO 534345)

This depository fnstltutlon fs held by NI BANCSHARES CORPORATION (1827893) of SYCAMORE IL

The data are as of 12312014 Data reflects Information that was received and procMsed through 01072JJ1S

Reconciliation and YerfCtton Steps

1 In the Data Action column of each brmch row enter one or more of the actions specifild hilow 2 If required enter the date In the Effective te column

Actions

OK If the branch Information Is COfTect enter OK in the Data Action column

Chan1e If the branch Information Is incorrlCt or Incomplete revrse the data enter Change In the Data Action column and the date when this lnformaUon first beame valid Jn the Etfedive Oatbull column

Cose If a branch llsted was sold or closed enter dose In the Data Action column and thl ule or closure date In the Effective Date column Delete If a branch listed was never owned by th(s depository Institution enter Delltl In thl Oatbull Action column

Add lfa reportable branch Is missing Insert a row add the branch data and enter Add in thl Data Action column and the opening or acquisition date In the Effective Date laquo)lumn

If printing this lrst you may need to adjust your page setup in MS Excel Try uslng landscape orientation p1ae scaling andor liegal sl1ed pa pier

Submission Procedure

When you a finiihed send a savied copy to your FRB contact See the det1iled lmtructions on this site for more Information

If vou are ie-malllng this to your FRB contAct put your Institution name dtyand state In thie subjtct line of the e-mail

Note To satisfy the FR YmiddotlO portln1 rirements you must also submit FR Ymiddot10 Oomes-tic Branch Schedules for each bninch with a Ot Attlon of nae Close Deletl or Add

The FR fmiddotlO rieport may be submitted in a hardcopy format or via the FR Y-10 Online application middot httpsylOonlinefederalreservegov

bull FDIC UNINUM Office Number and ID_RSSD columns are for reference only Verification of these values Is not required

- Effecdw Ote Branch Service Type Bnnch ID Rssobull Popular Name Street Address City NATIONAL BANK amp TRUST COMPANY Of

OK Fun servlCI (Head Offitt) 53045 SYCAMORE THE 230 WEST STATE STREET SYCAMORE

OK Full Service 3310232 2290 SYCAMORE ROAD OfFICE 2290 SYCAMORE ROAD DEKALB

OK Full lce 3735255 BANCO NBampT BRANCH 1029 PLEASANT STREET DEKALB

OK Fullservice 354132 NSampT SQUARE BRANCH 130 WEST LINCOLN HIGHWAY DEKAlB

OK Full Service 3735246 ELBURN BRANCH 930 NORTH MAJN STREET ELBURN

OK Full Service 3310241 GENOA BRANCH 601 PEARSON DRIVE GfNOA

OK Full service 2192507 200 NORTH MAIN STREET OfFICE 200 NORTH MAIN STREET UtANO

OK full Service 4394873 SANDWlCH BRANCH 321 E OIURCH STREET SANDWlCH

OK Fullice 2D8577S SERENA BRANCH US HIGHWAY 52 SOMONAUK ROAD SERENA

OK Full Service 2431457 1425 DEKAl8 AVENUE BRANCH 1425 DEKALB AVENUE SYCAMORE

St1te

IL

IL

IL

IL

IL

IL

IL

IL

IL

IL

Zip Code Countv

60178 DEKALB

60US DEKALB

60115 DEKALB

60U5 DEKALB

60119 KANE

60135 DEKALB

60531 IASAllE

60548 DEKALB

60549 LA SAUE

60178 DEKALB

Country FDIC UNINUMbull Office Numberbull Hbullad Office Head Office ID_RSSD Comments

NATIONAL BANK amp TRUST COMPANY Of

UNITED STATES 6414 0 SYCAMORE THE 534345 NATIONAL BANK amp TRUST COMPANY OF

UNITED STATES 221714 2 SYCAMORE THE 534345 NATIONAL BANK amp TRUST COMPANY Of

UNITpound0 STATES 475977 9 SYCAMORE THE 534345

NATIONAL BANK amp TRUST COMPANY OF

UNITED STATES 10484 5 SYCAMORE THE 534345 NATIONAL BANK amp TRUST COMPANY OF

UNITED SfATES 475976 8 SYCAMORE THE 534345

NATIONAL BANK amp TRUST COMPANY OF

UNITED STATES 424666 4 SYCAMORE THE 534345 NATIONAL BANK amp TRUST COMPANY OF

UNITED STATES 237859 7 SYCAMOftE THE 534345 NATIONAL BANK amp TRUST COMPANY Of

UNITED STAttS 530108 10 SYCAMORE THE 534345 NATIONAL BANK amp TRUST COMPANY Of

UNITED STATES 2318S8 6 SYCAMORE THE 534345 NATIONAL BANK amp TRUST COMPANY OF

UN ITED STATES 264332 1 SYCAMORE THE 534345

Re ort Item 3 Securities Holders

FR Y-6

NI Bancshares Corporation

Sycamore IL

Fiscal Year Ending December 3 1 201 4

Current Securities Holders with ownership control or holdings of 5 or more with power to vote as-of fiscal year end

Securities Holders not listed in 3(1 )(a) through (3)(1 )(c) that had

ownership control or holdings of 5 or more with power to vote

during the fiscal year

(1 )(a)

Name amp Address (City

State Country)

James W Dutton

Tulsa OK USA

Jane Danielson

Freeport ME USA

Anne Pick

St Paul MN USA

(1 )(b)

Country of

Citizenship or

Incorporation

USA

USA

USA

(1 )(c) Number and

Percentage of Each

Class of Voting

Securities

62324 shares 594

84563 shares 806

88480 shares 843

(2)(a) (2)(b)

Country of

Name amp Address Citizenship or

(City State Country) Incorporation

(2)(c) Number and

Percentage of Each

Class of Voting

Securities

FA Y--6

NI Bancshares Corporation Sycamore ll

Ascal Year Ending December 311 2014

(1) (2) (3)(bull) (3)(b) (3)(o) (4)(bull) (4)(b) (4)(o) Percentage of List names of other companies

Percentage of Voting Securities Includeamp partnerships) If 25 or more Voting Securities ln Subsidiaries of voting securftles are held (list

Names amp Address Principal Occupation II other than Title amp Position with Title amp Position with Subsidiaries Title amp Position with Other Businesses Jn Holding (Include names names ol companies and percentage of

(City State Country) with Holding Company Holding Company (Include names of subsidiaries) (Include names ol other businesses) Company of subsidiaries) voting securltles held)

Michael A Cullen NIA Director President amp CEO Director President amp CEO NIA 018 None NIA Sycamore IL USA The National Bank amp Trust

Company of Sycamore

Richard N Anderson President - Anderson Director Director President 159 None Anderson Funeral Home Ltd (100) DeKalb JL USA Funeral Home Ltd The Natrona[ Bank amp Trust Anderson Funeral Home Ltd

Company of Sycamore

John H Boles NIA Director Retired Trust Officer NIA 149 None NIA Sycamore IL USA The National Bank amp Trust

Company of Sycamore

Evelina J Cichy Retired Vice President of Instruction Director Director NA 015 None NIA DeKalb IL USA Klshwaukee College The Natrona Bank amp Trust

Company of Sycamore

James W Dutton CFO Macrosolva lnc Chairman of the Board Chairman of the Board CFO Macrosolve lnc 594 None NIA Tulsa OK USA The Natonal Bank amp Trust

Company of Sycamore

Robert B Johnson Partner - Johnson Farms Director Director Partner 063 None Johnson Farms (40) DeKalb IL USA The National Bank amp Trust Johnson Farms

Company of Sycamore

Robert C Johnson NIA Director Director NIA 034 None NIA DeKalb IL USA The National Bank amp Trust

Company of Sycamore

Kevin P Poorten President amp CEO - Kish Health Syse Director Director NA 005 None NIA DeKalb IL USA The National Bank amp Trust

Company of Sycamore

Douglas C Roberts Private Investor Director Director PresidentmiddotZea mays Holdings LLC 382 None Zea mays Holdngs LLC (100) Sycamore IL USA The National Bank amp Trust

Company of Sycamore

Tmothy P Suter President amp CEO - Suter Company Director Director NA 002 None NIA Sycamore IL USA The Natlonal Bank amp Trust

Company of Sycamore

Report lem 4 Insiders -PAGE 2 of 2

Tami Armstrong NIA NIA VP Brand amp Marketng NIA 0005 None NIA Sycamore IL USA The Natonal Bank amp Trust

Company of Sycamore

Bradley V Brown NIA NIA SVP Consumer Banking NIA 0004 None NIA DeKalb IL USA The Natlonal Bank amp Trust

Company of Sy9amore

Michelle Carlson NIA NIA VP Operallons NIA 0004 None NIA SuQar Grove IL USA The National Bank amp Trust

Company of Sycamore

Sa_111antha J Dalley NIA NIA VP Human Resources NIA 0003 None NIA Sycamore IL USA The National Bank amp Trust

Company of Sycamore

James Dombek NIA NIA VP Personal Trust Manager NIA 0002 None NIA Sycamore IL USA The National Bank amp Trust

Company of Sycamore

Michael Hawley Geneva IL USA NIA NIA Sr VP Sr Commercial Loan Officer NIA 0005 None NIA

The Natfonal Bank amp Trust Company of Sycamore

Charles C Kaiser NIA NIA Sr VP Senior Lending Officer NIA 0007 None NIA Sycamore IL USA The National Bank amp Trust

Company of Sycamore

Karen Kupper NIA NIA SVP Chief Credit Offcer NIA 0003 None NIA Hinkley IL USA The Natonal Bank amp Trust

Company of Sycamore

Davld N McCoy NIA Treasurer SVP Chief Flnanclitl Officer NIA 0006 None NIA South Elgin IL USA The Natlonal Bank amp Trust

Company of Sycamore

Mark ODell NIA NIA VP Sr Residentlal loan Officer NIA 0000 None NIA Aurora IL USA The National Bank amp Trust

Company of Sycamore

A David VanBuren NIA NIA SVP Trust amp Investments NIA 0005 None NIA Sycamore IL USA The National Bank amp Trust

Company of Sycamore

  • FR Y-6 Cover Page
  • Report Item 1 Annual Report to Shareholders
  • Report Item 2a Organization Chart
  • Report Item 2b Domestic Branch Listing
  • Report Item 3 Securities Holders
  • Report Item 4 Insiders
Page 22: Annual Report of Holding Companies-FR Y-6/media/others/banking/...consistent and deliberate in implementing our strategic initiatives. In addition to our loan growth, our trust assets

Notes to Consolidated Financial Statements

The following tables present the Corporation s loan portfolio aging analysis at December 31 (Dollars in thousands)

Non Residential Residential Agricultural Loans to

Construction Farmland Real Estate Real Estate Production Commercial Individuals Other Total

201 4 30-89 days past due $ $ $ 1 92 $ $ $ $ 707 $ 23 $ 922 90 days or greater

past due or nonaccrual 1 68 6327 551 92 2 7 140 Total past due and

nonaccrual 360 6327 551 799 25 8062 Current loans 1 4 1 99 20488 1 1 4931 1 31 1 72 1 2530 45389 56481 57 13 400903

Total loans receivable 1 4 1 99 20488 1 1 5291 1 37499 1 2530 45940 57280 5738 408965

Total loans 90 days or greater and accruing $ $ $ $ 571 1 $ $ $ 92 $ 2 $ 5805

2013 30-89 days past due $ $ $ 312 $ 57 $ $ $ 529 $ 28 $ 926 90 days or greater

past due or nonaccrual 770 4791 347 75 5983

Total past due and nonaccrual 1 082 4848 347 604 28 6909

Current loans 1 9798 1 7397 1 03791 1 301 66 1 2968 40926 42279 6 178 373503

Total loans receivable 1 9798 1 7397 1 04873 1 3501 4 1 2968 41273 42883 6206 38041 2

Total loans 90 days or greater and accruing $ $ $ 209 $ 3683 $ $ $ 75 $ $ 3977

A loan is considered impaired in accordance with the impairment accounting guidance (ASC 31 0-1 0-35-1 6) when based on current information and events it is probably the Corporation will be unable to collect all amounts due from the borrower in accordance with the contractual terms of the loan Impaired loans include non-performing commercial loans but also include loans modified in troubled debt restructurings where concessions have been granted to borrowers experiencing financial difficulties These concessions could include a reduction in the interest rate on the loan payment extensions forgiveness of principal forbearance or other actions intended to maximize collection

Included in certain loan categories in the impaired loans are troubled debt restructurings that were classified as impaired At December 31 201 4 and 201 3 the Corporation had $895 and $907 thousand respectively of commercial and non-residential real estate loans $76 and $76 thousand respectively in residential loans and $1 and $5 thousand respectively in consumer loans that were modified in troubled debt restructurings and impaired and that were performing in accordance with their modified terms

When economic concessions have been granted to borrowers who have experienced financial difficulties the loan is considered a troubled debt restructuring These concessions typically result from our loss mitigation activities and could include reductions in the interest rate payment extensions forgiveness of principal forbearance or other actions Troubled debt restructurings are considered impaired at the time of restructuring and typically are returned to accrual status after considering the borrowers sustained repayment performance as agreed for a reasonable period of at least six months or once the granted concessions have ended or are no longer applicable

As of December 31 201 4 and 201 3 the Bank had troubled debt restructurings all modification of payment terms with a recorded balance at original cost of $895 and $907 thousand respectively and consists of four commercial and non-residential real estate loans for both years which are all performing in accordance with the modified terms of the loan All four loans were added as troubled debt restructuring during the fourth quarter of 201 3 There was no difference between pre-modification and post-modification balances As of December 31 201 4 and 2013 the loans totaling $895 and $907 thousand respectively are on non-accrual and considered impaired by the Bank Based on the fair value of the collateral specific reserves required on the loans totaled $108 and $98 thousand as of December 31 201 4 and 2013 respectively During the years ended December 31 201 4 and 2013 there were no defaults of loans that had been modified as a troubled debt restructuring in the 1 2 month period prior to default

Notes to Consolidated Financial Statements I l l Loans cont

The following tables present the impaired loan balances (loans on non-accrual status) at December 31 (Dollars in thousands)

Non Residential Residential

Real Real Agricultural Loans to

Construction Farmland Estate Estate Production Commercial Individuals Other

20 1 4 Loans with out a specific

valuation al lowance Recorded balance $ $ $ 92 $ $ $ 487 $ $ Unpaid principal balance 92 487 Specific allowance Average investment in

impaired loans 278 4 1 99 1 02

Loans with a specific valuation al lowance

Recorded balance $ $ $ 76 $ 61 6 $ 63 Unpaid principal balance 76 61 6 63 Specific allowance 66 1 08 31 Average investment in

impaired loans 369 1 1 48 694

Total loans receivab l e Total Recorded balance $ $ $ 1 68 $ 61 6 $ $ 551 $ $ $ 1 335 Unpaid principal balance $ $ $ 1 68 $ 61 6 $ $ 551 $ $ $ 1 335 Specific allowance $ $ $ 66 $ 1 08 $ $ 31 $ $ $ 205 Average investment in

impaired Joans $ $ $ 648 $ 5346 $ $ 796 $ $ $ 6790

2013 Loans without a specific

valuation al lowance Recorded balance $ $ $ 299 $ 1 098 $ $ $ $ Unpaid principal balance 299 1 098 Specific allowance Average investment in

impaired loans 4037 280 5226 1 7 12

Loans with a specific valuation al lowance

Recorded balance $ $ $ 261 $ $ 347 Unpaid principal balance 261 347 Specific allowance 1 1 2 1 07 Average investment in

impaired loans 306 8201 530

Total loans receiva ble Total

Recorded balance $ $ $ 560 $ 1 098 $ $ 347 $ $ $ 2005 Unpaid principal balance $ $ $ 560 $ 1 098 $ $ 347 $ $ $ 2005 Specific allowance $ $ $ 1 1 2 $ $ $ 1 07 $ $ $ 219 Average investment in

impaired Joans $ 4037 $ $ 586 $1 3427 $ $ 2242 $ $ $ 20292

There was no Interest income recognized on a cash basis or accrual basis for 2014 or 2013 on impaired loans

Notes to Consolidated Financial Statements

Ill Loans cont

The following tables present the balance in the allowance for loan losses and the recorded investment in loans based on portfolio segment and impairment methods at December 31 (Dollars in thousands)

Non Residential Residential Agricultural Loans to Other

Construction Farmland Real Estate Real Estate Production Commercial Individuals Loans Unallocated Total

20 1 4 Allowance for loan losses Balance beginning of year $ 473 $ i 9 $ 700 $ i 32i $ i 4 $ 56i $ i 22 $ 30 $ - $ 3241 Provision charged to

expense (289) 68 762 (27) 2i (96) 699 2 i 2 i 351 Losses charged off (324) (i 79) (7i) (270) (i32) (971 Recoveries 34 49 i 3 i 8 i 55 23 29 Balance end of year $ 2i8 $ 87 $ i i 87 $ i i 28 $ 35 $ 4i 2 $ 706 $ i 33 $ - $ 3901

Ending balance individually evaluated for impairment $ $ $ 66 $ i 08 $ $ 3i $ $ $ - $ 20[

Ending balance collectively evaluated for impairment $ 2i 8 $ 87 $ i i 21 $ 1 020 $ 35 $ 381 $ 706 $ 1 33 $ - $ 370

Loans Ending balance $ 1 4 1 99 $20488 $1 1 5291 $ 1 37499 $ 1 2530 $45940 $ 57280 $ 5738 $ - $ 40896 Ending balance individually

evaluated for impairment $ $ $ i 68 $ 61 6 $ $ 551 $ $ $ - $ 1 33 Ending balance collectively

evaluated for impairment $14 i 99 $20488 $1 1 5 1 23 $ 1 36883 $ 1 2530 $45389 $57280 $ 5738 $ - $ 40763(

2013 Allowance for loan losses Balance beginning of year $ 243 $ 23 $ 848 $ 2040 $ 1 7 $ 456 $ 285 $ 7 $ 52 $ 397 Provision charged to

expense 230 (4) 378 1 077 (3) 630 (1 50) 1 37 (52) 224 Losses charged off (543) (i 830) (538) (203) (1 4 i ) (325t Recoveries 1 7 34 1 3 1 90 27 28

Balance end of year $ 473 $ 1 9 $ 700 $ i 32i $ i 4 $ 56i $ i 22 $ 30 $ - $ 324(

Ending balance individually evaluated for impairment $ $ $ 1 1 2 $ $ $ i 07 $ $ $ - $ 2if

Ending balance collectively evaluated for impairment $ 473 $ i 9 $ 588 $ 1 32i $ i 4 $ 454 $ i 22 $ 30 $ - $ 302middot

Loans Ending balance $i 9798 $1 7397 $i 04873 $ i 35014 $ 1 2968 $41 273 $ 42883 $ 6206 $ - $ 38041 Ending balance individually

evaluated for impairment $ $ $ 560 $ i 098 $ $ 347 $ $ $ - $ 200( Ending balance collectively

evaluated for impairment $i 9798 $ i 7397 $i 0431 3 $ i 339i 6 $ 1 2968 $40926 $42883 $ 6206 $ - $ 37840i

Notes to Consolidated Financial Statements

I I I Loans cont

Managements opinion as to the ultimate collectability of loans is subject to estimates regarding future cash flows from operations and the value of property real and personal pledged as collateral These estimates are affected by changing economic conditions and the economic prospects of borrowers

Allowance for Loan Losses The allowance for loan and lease losses (allowance) represents managements estimate of the reserve necessary to adequately account for probable losses that could ultimately be realized from current loan exposures In determining the adequacy of the allowshyance management relies predominately on a disciplined credit review and approval process The review process is directed by overall lending policy and is intended to identify at the earliest possible stage borrowers who might be facing financial difficulty

Loans for which it is probable that the Bank will not collect all principal and interest due according to the contractual terms are identishyfied as impaired The impairment for each applicable loan is quantified and specific loss exposures are allocated within the allowance Loans that are in non accrual status are generally considered impaired

A detailed analysis is performed on each loan that is not impaired but poses sufficient risk to warrant in-depth review These are loans that have been classified as substandard or are on the Banks internal watch list Due to the elevated risk inherent in these Joans management has determined that it is appropriate to quantify the potential loss within the pool of classified loans by estimating each loans collateral shortfall These collateral shortfall estimates are incorporated in the determination of the adequacy of the allowance

In estimating the risk of loss in the remaining portion of the loan portfolio identified as non-classified management establishes base Joss estimations which are derived from the historical Joss experience over the past three calendar years These base loss estimations are then adjusted after consideration ofnine different qualitative factors

Notes to Consolidated Financial Statements

IV Loan Servicing

Real estate loans serviced for others are not included in the accompanying consolidated balance sheets The risks inherent in mortgage servicing assets relate primarily to changes in prepayments that result from shifts in mortgage interest rates The unpaid principal balances of mortgage loans serviced for others was $3528 million and $3567 million at December 31 201 4 and 201 3 respectively The fair value of mortgage servicing rights at December 31 201 4 and 201 3 was approximately $31 million and $33 million respectively The fair value of servicing rights was determined using discount rates ranging from 950 to 1 000 percent and prepayment speeds principally ranging from 903 to 1 1 20 percent depending on the stratification of the specific right

The Corporation changed its method of amortizing mortgage servicing rights during 201 3 from the straight-line amortization method to a methodology based on anticipated prepayment assumptions Amortization expense for 2013 would have been $1 068 thousand if the straight-line method was used

Custodial escrow balances maintained in connection with the foregoing loan servicing and included in demand deposits were $37 million and $4 1 million at December 31 201 4 and 201 3 respectively

Following is a summary of the mortgage servicing rights capitalized and amortized (Dollars in thousands)

20 1 4 2013 2012

Balance beginning of year $ 2524 $ 21 83 $ 1 876 Mortgage servicing rights capitalized 331 847 1 31 9 Mortgage servicing rights amortized (408) 506) (1 01 2) Recorded balance end of year $ 2447 $ 2524 $ 21 83

Fair value end of year $ 31 38 $ 3273 $ 21 83

Notes to Consolidated Financial Statements

V Land Premises and Equipment

A summary of land premises and equipment by asset classification at December 31 is as follows (Dollars in thousands)

20 1 4 2013

Land $ 7895 $ 7895 Premises 1 7 697 1 8297 Furniture fixtures and equipment 7867 791 7 Vehicles 1 1 0 1 1 0

33569 34219 Accumulated depreciation (1 241 2) (1 2281) Land premises and equipment net $ 21 1 57 $ 21 938

Depreciation expense for the years ended December 31 201 4 201 3 and 201 2 was $1 4 million $1 4 million and $1 i million respectively Leasehold improvements are capitalized and depreciated using the straight-line method over the terms of the respective leases or the estimated useful lives of the improvements whichever is shorter Expected terms include lease option periods to the extent that the exercise of such options is reasonably assured

Pursuant to the terms of noncancelable lease agreements in effect at December 31 2014 pertwning to banking premises and equipment future minimum rent commitments under various operating leases are as follows for years ended December 31 (Dollars in thousands)

2015 2016 2017 201 8 2019 Thereafter Total

$ 303 $ 306 $ 1 91 $ 79 $ 79 $ 298 $ i 257

The leases contain options to extend for periods from five to 50 years The cost of exercising such options is not included above Total rent expense for the years ended December 31 201 4 201 3 and 201 2 amounted to approximately $336 $334 and $426 thousand respectively

Notes to Consolidated Financial Statements

VI Deposits

Time deposits greater than or equal to $100 thousand were $653 million and $723 million at December 31 201 4 and 201 3 respectively Interest expense on these deposits was $08 million $1 1 million and $1 4 million in 201 4 201 3 and 201 2 respectively

At December 31 2014 the scheduled maturities of time deposits are as follows (Dollars in thousands

2015 201 6 201 7 2018 2019 Total

$ 66577 $ 26867 $ 32074 $ 1 4084 $ 1 1 81 0 $ 1 51 41 2

Interest-bearing deposits at December 31 consist of the following (Dollars in thousands)

20 1 4

201 3

NOW and Money Market

$ 229355

$ 225263

Savings

$ 55301

$ 53326

Time $100000 and over

$ 65267

$ 72339

Time Other

$ 86145

$ 93065

Total

$ 436068

$ 443993

The aggregate amount of deposit overdrafts included in loans at December 31 201 4 and 201 3 was $244 and $1 91 thousand respectively

VII Borrowings

The Bank has the ability to borrow from the Federal Home Loan Bank with borrowings collateralized by first mortgage loans mulshytifamily and farmland loans under a blanket lien agreement in the amount of approximately $60 million Based on this collateral and the Banks holdings of FHLB stock the Bank is eligible to borrow up to approximately $38 million at year-end 201 4

During 201 2 and in conjunction with the purchase of 392663 treasury shares of stock the Corporation borrowed $6 million from a correspondent bank pursuant to a newly established line of credit The borrowings bear an interest rate equal to the lenders prime rate with a minimum rate of 325 At December 31 201 4 the rate was 325 and the balance outstanding was $36 million The Corporation was required to make quarterly interest-only payments on this line of credit through December 31 201 3 after which in addition to quarterly interest payments the Corporation must make equal annual principal payments of $1 2 million through December 31 201 7 when the line of credit matures There is no prepayment penalty associated with the borrowing should the Corporation decide to repay the debt prior to maturity

As of December 31 201 4 the Bank was not in compliance with one of the note covenants relating to annual return on assets The note contains certain covenants including financial covenants for the Bank which must be met at all times Should the Corporation or the Bank be found not compliant with them during the term of the note there are remedies the issuing financial institution shall have the right to enforce including that the note could become immediately due and payable The issuing financial institution has approved the noncompliance for the fourth quarter ended December 31 201 4

Notes to Consolidated Financial Statements

VI II I n come Taxes

Income taxes reflected in the consolidated statements of operations consist of the following (Dollars in thousands)

20 1 4 2013 Current payable

Federal $ 30 $ 96 State 80

Deferred tax benefit 60 1 96 Income tax expense $ 90 $ 372

The Corporations income tax expense beneflt) differed from the federal statutory rate of 34 as indicated in the following analysis

(Dollars in thousands)

20 1 4 2013

Tax based on statutory rate $ 388 $ 458 State taxes net of federal tax benefit (1 06) 53 Effect of tax-exempt income (31 0) (276) Other net 1 1 8 1 37 Income tax expense $ 90 $ 372

The Corporation has the following deferred tax assets and liabilities at December 31 (Dollars in thousands)

Deferred tax assets Deferred tax liabilities

Net deferred tax assets

20 1 4

$ 31 07 (2782)

$ 325

2013

$ 2982 (2637)

$ 345

2012

$ 1 234 727 (68)

$ 1 893

2012

$ 1 875 390 (31 4)

(58) $ 1 893

The components of deferred income taxes were principally related to the allowance for loan losses other real estate owned write-downs differences in amortization of core deposit intangible assets depreciation and mortgage servicing rights Deferred tax liabilities related to unrealized losses and gains on securities available for sale are $260 and $296 thousand at December 31 201 4 and 201 3 respectively

The Corporation files income tax returns in the US federal jurisdiction and the State of Illinois The Corporation is no longer subject to US federal or state income tax examination by tax authorities for years before 201 1

Notes to Consolidated Financial Statements

IX Employee Benefits

Substantially all employees are covered by a profit sharing plan The contribution determined in accordance with the provisions of the plan was $i 72 thousand $i 23 thousand and $207 thousand in 20i 4 20i 3 and 20i 2 respectively

Under the Corporations Employee Stock Option Plan the Corporation may grant options to its key employees for up to 1 00000 shares of common stock The exercise price of each option equals the market price of the Corporations stock on the date of grant and the options maximum term is ten years The vesting period is three years from the date of grant GAAP provisions require that compensation cost relating to share-based payment transactions be recognized in the financial statements with measurement based upon the fair value of the equity or liability instruments issued For the year ended December 3i 20i 2 the Corporation recognized $i i 3 thousand in compensation expense for stock options For the year ended December 3i 20i 3 the Corporation recognized $97 thousand in compensation expense for stock options For the year ended December 3i 20i 4 the Corporation recognized no compensation expense for stock options

The activity in the plan is summarized as follows

Outstanding at beginning of year Granted Exercised Forfeitedexpired Outstanding at end of year

Options exercisable at year-end

Non-vested options beginning of year Granted Vested Forfeitedexpired Non-vested options at year end

Shares

85998

(i 000)

84998

84998

20 1 4

Weighted Weighted Average Average

Exercise Price Contractual Term

$ 4762

3200

$ 4748

$ 4748

2 0 1 4

Number of Shares

8333

(8333)

(in years)

35

35

Weighted Average

Grant Date Fair Value

$ 3200

3200

$

2013

Weighted Weighted Shares Average Average

Exercise Price Contractual Term (in years)

88998 $ 4709

(667) 3200 (2333) 3747

85998 $ 4762 48

77665 $ 4929 4i

2013

Weighted

Number of Average

Grant Date Shares Fair Val u e

i 9333 $ 3200

(i 1 000) 3200

8333 $ 3200

The fair value of each option is estimated using Black-Scholes option-pricing model which requires the use of subjective valuation assumptions The expected volatility is based on historical volatility of the Corporations stock price The risk-free interest rates for periods within the contractual life of the awards are based on the US Treasury yield curve in effect at the time of the grant The expected life is based on historical exercise experience The dividend yield assumption is based on the Corporations history and expectation of dividend payouts There were no options granted in 20i 3 or 20i 4

At December Si 20i 4 there was no unrecognized cost related to non-vested stock options granted under the Employee Stock Option Plan

Notes to Consolidated Financial Statements

IX Emp loyee Benefits cont

The following table summarizes restricted stock activity

20 1 4 2013

Weighted Average Weighted Average Number of Grant Date Number of Grant Date

Shares Fair Value Shares Fair Value

Balance beginning of year 8959 $ 4000 $ Granted 8959 4000 Forfeited (888) 4000 Earned and issued (2250) 4000 Balance end of period 5821 $ 4000 8959 $ 4000

The fair value of the restricted stock awards is amortized to compensation expense over the vesting period (forty months) and is based on the market price of the Corporations common stock at the date of grant multiplied by the number of shares granted that are expected to vest At the date of grant the par value of the shares granted was recorded in equity as a credit to common stock and a debit to paid-in capital The weighted-average grant date fair value of restricted stock granted during the year ended December 31 201 4 was $4000 per share or $358 thousand Stock-based compensation expense for restricted stock for the year ended December 31 201 3 was $90 thousand Stock-based compensation expense for restricted stock during the year ended December 31 201 4 was $1 29 thousand Unrecognized compensation expense for non-vested restricted stock awards was $139 thousand and is expected to be recognized over a weighted average period of 34 months

X Related Party Transactions

The Bank has entered into transactions with certain directors executive officers significant stockholders and their affiliates or associshyates (related parties) Such transactions were made in the ordinary course of business on substantially the same terms and conditions including interest rate and collateral as those prevailing at the same tirne for comparable transactions with other customers and did not in the opinion of management involve more than normal credit risk or present other unfavorable features

Annual loan activity consisted of the following (Dollars in thousands

20 1 4 2013

Beginning balance $ 1 1 29 $ 1 1 63 New Joansadvances 1 94 46 Repayments (245) (80) Ending balance $ 1 078 $ 1 1 29

Deposits from related parties held by the Bank at December 31 201 4 and 201 3 amounted to $32 million and $37 million respectively

middot middot

XI Commitments and Contingencies

In the normal course of business the Bank makes various commitments and incurs certain contingent liabilities that are not reflected in the accompanying consolidated financial statements The credit risk associated with loan commitments and standby letters of credit is essentially the same as that involved with extending Joans to customers and is subject to the Banks credit policies Collateral or other security is normally not obtained for these financial instruments prior to their use and many of the commitments are expected to expire without being used

The following commitments existed at December 31 (Dollars in thousands

20 1 4 2013

Commitments to extend credit Fixed $ 33441 $ 26551 Variable 25597 24400

Standby letters of credit $ 483 $ 21 1

Notes to Consolidated Financial Statements

XII Reg u l atory M atters

The Bank is required to maintain average reserve balances with the Federal Reserve Bank based upon deposit levels and other facshytors The amount of those reserve balances for the years ended December Si 20i 4 and 20i 3 was approximately $i 00 thousand

Dividends are paid by the Corporation from its funds which are mainly provided by dividends from the Bank However national banking regulations and capital guidelines limit the amount of dividends that may be paid by banks

Banks and bank holding companies are subject to regulatory capital requirements administered by federal banking agencies Capital adequacy guidelines and additionally for banks prompt corrective action regulations involve quantitative measures of assets liabilities and certain off-balance-sheet items calculated under regulatory accounting practices Capital amounts and classificashytions are also subject to qualitative judgements by regulators Failure to meet capital requirements can initiate regulatory action Prompt corrective action provisions are not applicable to bank holding companies Furthermore the Banks regulators could require adjustments to regulatory capital not reflected in the financial statements

Prompt corrective action regulations provide five classifications well capitalized adequately capitalized undercapitalized significantly undercapitalized and critically undercapitalized although these terms are not used to represent overall financial condition If undershycapitalized capital distributions are limited as is asset growth and expansion and capital restoration plans are required

At December 3i 20i 4 the most recent notification from the Banks and Corporations regulator categorized the Bank as well capitalshyized under the regulatory framework for prompt corrective action To be categorized as well capitalized an institution must maintain minimum total risk-based Tier i risk-based and Tier i leverage ratios as set forth in the following tables There are no conditions or events since the notification that management believes have changed the Banks category The Banks and the consolidated Corporations actual capital amounts and ratios at December Si are presented in the table

Actual and required capital amounts and ratios are presented below at year-end (Dollars in thousands)

Minimum Minimum To Be For Capital Well-Capitalized

Actual Adequacy Purposes Under Bank Regulatory Capital Requirements

Amount Ratio Amount Ratio Amount Ratio 20 1 4 Total capital to risk weighted assets

Consolidated $ 56026 i 249 $ 35885 800 NIA NIA Bank 58957 i S i5 S5867 800 $ 448S4 i 000

Tier i (core) capital to risk weighted assets Consolidated 52i 2i i i 62 i 7942 400 NIA NIA Bank 55052 i 228 i 79S2 400 26898 600

Tier i (core) capital to average assets Consolidated 52 1 21 809 25768 400 NIA NIA Bank 55052 855 25908 400 S2i 94 500

20i3 Total capital to risk weighted assets

Consolidated $ 54577 i 289 $ S5995 800 NIA NIA Bank 56952 1S53 SS675 800 $ 42093 1 000

Tier 1 (core) capital to risk weighted assets Consolidated 5i S37 1 2 1 3 1 5931 400 NIA NIA Bank 5371 2 1 276 i 6838 400 25256 600

Tier 1 (core) capital to average assets Consolidated 5i 3S7 804 25306 400 NIA NIA Bank 537i 2 842 25675 400 31 895 500

Notes to Consolidated Financial Statements

XII I Earnings Per Share

The factors used in the earnings per share computation are as follows (Dollars in thousands except per share data)

20 1 4 2013 2012

Income Weighted- Per Share Income Weighted- Per Share Income Weighted- Per Share Average Amount Average Amount Average Amount Shares Shares Shares

Basic earnings per share Net income $ 1 050 1 048g23 $ 1 00 $ 976 1 043765 $ 94 $ 3622 1 352929 $ 268 Effect of assumed exercise

of stock options and restricted stock awards 1 831 9786 NIA

Diluted earnings per share Net income $ 1 050 1 050754 $ 1 00 $ 976 1 053551 $ 93 $ 3622 1 352g2g $ 268

Options to purchase 68500 68500 and 88998 shares of common stock were outstanding at December 31 201 4 201 3 and 201 2 but were not included in the computation of diluted EPS because the options exercise price was greater than the average market price of the common shares for each period

Notes to Consolidated Financial Statements

XIV Fair Val u e Measurements

ASC Topic 820 Fair Value Measurements defines fair value as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market parshyticipants at the measurement date Topic 820 also specifies a fair value hierarchy which requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value The standard describes three levels of inputs that may be used to measure fair value

Level i Quoted prices in active markets for identical assets Level 2 Observable inputs other than Level i prices such

as quoted prices for similar assets quoted prices in markets that are not active or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities

Level 3 Unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets

Following is a description of the valuation methodologies and inputs used for assets and liabilities measured at fair value on a recurring basis and recognized in the accompanying balance sheets as well as the general classification of such assets and liabilities pursuant to the valuation hierarchy

Securities Available for Sale

Securities classified as available for sale are reported at fairvalue utilizing Level 2 inputs Except for equity securities unadjusted quoted prices in active markets for identical assets are utilized to determine fair value at the measurement date which are conshysidered Level i inputs For all other securities the Corporation obtains fair value measurements from an independent pricing sershyvice The fair value measurements consider observable data that may include dealer quotes market spreads cash flows the US Treasuryyield curve live trading levels trade execution data market consensus prepayment speeds credit information and the bonds terms and conditions among other things

Certain financial assets and financial liabilities are measured at fair value on a nonrecurring basis that is the instruments are not measured at fair value on an ongoing basis but are subject to fair value adjustments in certain circumstances (for example when there is evidence of impairment) At December 3i 20i 3 other real estate owned measured at fair value was $7 5 million using a combination of observable inputs including recent appraisshyals and unobservable inputs based on customized discounting criteria Due to the significance of the unobservable inputs all other real estate owned fair values have been classified as Level 3 Rnancial assets and financial liabilities excluding impaired Joans measured at fair value on a nonrecurring basis were not significant at December 31 201 4 and 2013

The following tables summarize financial assets measured at fair value at December 31 segregated by the level of the valuation inputs within the fair value hierarchy utilized to measure fair value (Dollars in thousands)

Level 1 Level 2 Level 3 Total 20 1 4 Inputs Inputs Inputs Fair Value Recurring

$ Equity securities $ 456 $ $ 456 Securities available for sale $ $ i 27768 $ $ 1 27768

Nonrecurring $ Impaired Joans $ $ 1 069 $ 1 069

other real estate owned $ $ $ 3375 $ 3375

201 3 Recurring

$ $ Equity securities $ 2405 $ 2405 Securities available for sale $ $ i 4706i $ $ 1 4706i

Nonrecurring $ Impaired loans $ $ 91 6 $ 9 1 6

Other real estate owned $ $ $ 832 $ 832

Notes to Consolidated Financial Statements

XI Fair Value of Financial Instruments

The canying amount and fair value of the Corporations other financial instruments at December 31 are set forth below (Dollars in thousands)

Financial assets Cash and cash equivalents Restricted stock -Loans held for sale Loans net Accrued interest receivable

Financial liabilities Deposits Other borrowings Accrued interest payable

Commitments to orginate loans

Letters of credit

Lines of credit

Forward sale commitments

Carrying Amount

$ 2671 5 1 647 2432

405059 3369

$ 548940 3600

52

2014 201 3

Fair Value Carrying Amount

$ 2671 5 $ 36838 1 647 1 494 2432 5902

405027 377172 3369 2820

$ 51 3334 $ 549645 3600 4800

52 66

Fair Value

$ 36838 1 494 5902

377166 2820

$ 502487 4800

66

Notes to Consolidated Financial Statements

XV Fair Val u e of Financial Instrum ents cont

Nonrecurring Measurements Following is a description of the valuation methodologies and inputs used for assets measured at fair value on a nonrecurring basis and recognized in the accompanying balance sheets as well as the general classification of such assets pursuant to the valuation hierarchy For assets classified within Level 3 of the fair value hierarchy the process used to develop the reported fair value is described below

Other Real Estate Owned Other real estate owned (OREO) is carried at fair value Jess estimated cost to sell when the real estate is acquired Estimated fair value of OREO is based on appraisals or evaluations OREO is classified within Level 3 of the fair value hierarchy

Appraisals of OREO are obtained when the real estate is acquired and subsequently as deemed necessary by the Banks manageshyment Appraisals are reviewed for accuracy and consistency by the Bank Appraisers are selected from the list of approved appraisers maintained by management

Collateral-dependent Impaired Loans Net of ALLL The estimated fair value of collateral-dependent impaired Joans is based on the appraised fair value of the collateral Jess estimated cost to sell Collateral-dependent impaired Joans are classified within Level 3 of the fair value hierarchy

The Bank considers the appraisal or evaluation as the starting point for determining fair value and then considers other factors and events in the environment that may affect the fair value Appraisals of the collateral underlying collateral-dependent Joans are obtained when the loan is determined to be collateral-dependent and subsequently as deemed necessary by the Banks management Appraisals are reviewed for accuracy and consistency by the Bank Appraisers are selected from the list of approved appraisers mainshytained by management The appraised values are reduced by discounts to consider lack of marketability and estimated cost to sell if repayment or satisfaction of the Joan is dependent on the sale of the collateral These discounts and estimates are developed by the credit department by comparison to historical results

Notes to Consolidated Financial Statements

XV Fair Val ue of Financial Instruments cont

Unobservable (Level 3) Inputs The following table presents quantitahve information about unobservable inputs used in recurring and nonrecurring Level s fair value measurements other than goodwill (Dollars in thousands)

Other real estate owned

middot Collateral-dependent impaired loans

Other real estate owned

Collateral-dependent impaired loans

Fair Value at 123 114

$ 3375

$ 1 069

Fair Value at 123113

$ 832

$ 91 6

Sensitivity of Significant U nobservable Inputs The following is a discussion of the sensitivity of significant unobshyservable inputs the interrelationships between those inputs and other unobservable inputs used in recurring fair value measureshyment and of how those inputs might magnify or mitigate the effect of changes in the unobservable inputs on the fair value measurement

The following follows the Fair value table The following methods were used to estimate the fair value of all other financial instruments recognized in the accompanying balshyance sheet at amounts other than fair value

Cash and Cash Equivalents The carrying amount approximates fair value

Loans Held For Sale The carrying amount approximates fair value due to the insigshynificant time between origination and date of sale The carrying amount is the amount funded and accrued interest

Loans

Fair value is estimated by discounting the future cash flows using the market rates at which similar notes would be made to borshyrowers with similar credit ratings and for the same remaining maturities The market rates used are based on current rates the Bank would impose for similar loans and reflect a market parshyticipant assumption about risks associated with nonperformance illiquidity and the structure and term of the loans along with local economic and market conditions

Restricted Stock Fair value is estimated at book value due to restrictions that limit the sale or transfer of such securities

Valuation Unobservable Range Technique Inputs (Weighted

Market comparable Comparability Average)

properties adjustments () Not available

Market comparable Marketability properties discount 1 0 - 1 5 (1 2)

Valuation U nobservable Range Technique Inputs (Weighted

Market comparable Comparability Average)

properties adjustments () Not available

Market comparable Marketability properties discount 1 0 - 1 5 (1 2)

Accrued Interest Receivable and Payable

The carrying amount approximates fair value The carrying amount is determined using the interest rate balance and last payment date

Deposits and Other Borrowings Fair value of term deposits is estimated by discounting the future cash flows using rates of similar deposits with similar maturities The market rates used were obtained from a knowledgeable independent third party and reviewed by the Corporation The rates were the average of current rates offered by local competishytors of the bank subsidiaries

The estimated fair value of demand NOW savings money marshyket deposits and other borrowings is the book value since rates are regularly adjusted to market rates and amounts are payable on demand at the reporting date

Commitments to Originate Loans Forward Sale Commitments Letters of Credit and Lines of Credit The fair value of commitments to originate loans is estimated using the fees currently charged to enter into similar agreements taking into account the remaining terms of the agreements and the present creditworthiness of the counterparties For fixedshyrate loan commitments fair value also considers the difference between current levels of interest rates and the committed rates

The fair value of commitments to sell securities is estimated based on current market prices for securities of similar terms and credit quality

The fair values of letters of credit and lines of credit are based on fees currently charged for similar agreements or on the estimated cost to terminate or otherwise settle the obligations with the counterparties at the reporting date

Notes to Consolidated Financial Statements

XVI Accumul ated Comprehensive Income (Loss)

The components of accumulated other comprehensive income loss) included in stockholders equity are as follows (Dollars in thousands)

Net unrealized gains (Joss) on available for sale securities Tax effect Net-of-tax amount

20 1 4

$ 766 (260)

$ 506

2013

$ (871) 296

$ (575)

Amounts reclassified from accumulated other comprehensive income and the affected line items in the statements of income during the years ended December 31 were as follows

Affected line item in 20 1 4 2013 2012 the statements of

income

Net realized gains of Unrealized gains on securities available for sale $ 368 $ 434 $ 2084 sales of available for-sale

securities

Tax effect (1 26) (i 48) (709) Income taxes Total reclassification out of accumulated other comprehensive income $ 242 $ 286 $ 1 375 Net reclassified

amount

XVII Goodwill and Acquired Intangible Assets

The Corporations goodwill and intangible assets are as follows There was no Impairment of goodwill or intangible assets in 2014 or 2013 (Dollars in thousands)

20 1 4 2013

Goodwill $ 3265 $ 3265 Core deposit intangibles $ 1 805 $ 1 805 Non-compete agreement 375 375 Intangible assets 21 80 2 180 Less accumulated amortization 2 180 2090

Total intangible assets $ $ 90

Aggregate amortization expense for years ended December 31 2014 201 3 and 201 2 was $90 $181 and $1 80 thousand respectively

XVI II Subsequent Events

Management evaluated subsequent events through February 27 201 5 the date the consolidated financial statements were available to be issued Events or transactions occurring after December 31 2014 but prior to February 27 2015 that provided additional evidence about conditions that existed at December 31 2014 have been recognized in the consolidated financial statements for the year ended December 31 2014 Events or transactions that provided evidence about conditions that did not exist at December 31 201 4 but arose before the consolidated financial statements were available to be issued have not been recognized in the consolidated financial statements for the year ended December 31 2014

This information is an Integral part of the accompanying consolidated financial statements

Independent Auditors Report

CPAs amp Advisors

Board of Directors

NI Bancshares Corporation

Sycamore Illinois

We have audited the accompanying consolidated financial statements of NI Bancshares Corporation which comprise

the consolidated balance sheets as of December 3 1 2014 and 2013 and the related consolidated statements of income

comprehensive income (loss) stockholders equity and cash flows for the years ended December 3 1 2014 2013 and 2012 and the related notes to the consolidated financial statements

Managements Responsibility for the Financial Statements

Management is responsible for the preparation and fair presentation of these consolidated financial statements in accordance

with accounting principles generally accepted in the United States of America this includes the design implementation and

maintenance of internal control relevant to the preparation and fair presentation of consolidated financial statements that are

free from material misstatement whether due to fraud or error

Auditors Responsibility

Our responsibility is to express an opinion on these consolidated financial statements based on our audits We conducted our

audits in accordance with auditing standards generally accepted in the United States of America Those standards require that

we plan and perform the audit to obtain reasonable assurance about whether the consolidated financial statements are free from material misstatement

An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the consolidated

financial statements The procedures selected depend on the auditors judgment including the assessment of the risks of material misstatement of the consolidated financial statements whether due to fraud or error In making those risk

assessments the auditor considers internal control relevant to the Corporations preparation and fair presentation of the

consolidated financial statements in order to design audit procedures that are appropriate in the circumstances but not for

the purpose of expressing an opinion on the effectiveness of the Corporations internal control Accordingly we express no

such opinion An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of

significant accounting estimates made by management as well as evaluating the overall presentation of the consolidated

financial statements

We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion

Opinion In our opinion the consolidated financial statements referred to above present fairly in all material respects the financial position of NI Bancshares Corporation as of December 3 1 2014 and 2013 and the results of its operations and cash flows

for the years ended December 3 1 2014 2013 and 2012 in accordance with accounting principles generally accepted in the United States of America

Decatur Illinois February 27 2015

PRESID ENT I CEO Michael A Cullen

BUSI NESS BANKING Charles C Kaiser Senior Vice President - Business Banking

Michael A Hawley Senior Vice President - Senior Commercial Loan Officer

Grant M Goltz Vice President - Commercial Loan Officer

Lucas G Goucher Vice President - Commercial Loan Officer

Nicholas D Lee Vlce President - Commercial Loan Officer

Robert W Mason Vice President - Commercial Loan Officer

Timothy J Meyer Vice President - Commercial Loan Officer

Sheela Prahlad Vice President - Commercial Loan Officer

CREDIT D EPARTMENT

Karen A Kuppler Senior Vice President - Chief Credit Officer

Gerald W Brantner Vice President - Senior Collector

CONSUM ER BANKING RESIDENTIAL LENDING ORIGINATION

Mark R ODell Vice President - Senior Retail Loan Officer

CONS U M ER BANKING Bradley V Brown Senior Vice President - Consumer Banking (Security Officer)

Terrence M Duffy Senior Vice President - Consumer Banking Division Manager

Ishmael M McGhee Vice President - Consumer Banking Division Manager

Frank P Turza Vice President - Consumer Banking Division Manager

Directory of NBamp T

TRUST D EPARTMENT R David Van Buren Senior Vice President - Trust amp Investments

Stephen J Colianni Vice President -Trust Investment Officer

Stephen G Corcoran Vice President - Employee Benefits Manager

Karen J Daleo Vice President - Trust Tax Manager amp Assistant Secretary

James J Dombek Vice President - Personal Trust Manager amp Secretary

Kathryn J Johnson Vice President -Trust Administrator

Thomas M Sullivan Vice President - Trust Administrator

Carolyn S Swafford Vice President - Trust Administrator

FAR M SERVIC E DEPARTM ENT Scott R Pumroy Vice President - Farm Service Department Manager

OPERATIONS D EPARTMENT

Michelle R Carlson Vice President - Operations

Hien Van Do Vice President - Core Banking Systems Administrator

ACCOUNTING DEPARTM ENT David N McCoy Senior Vice President - Chief Financial Officer

BRAND amp MARKETING Tami J Armstrong Vice President - Brand amp Marketing

H U MAN RESOU RCES Samantha J Dailey Vice President - Human Resources

AUDITING DEPARTMENT Sarah M Taylor Vice President - Internal Audit

EXHIBIT 2A

NI BANCSHARES CORPORATIONS ORGANIZATIONAL CHART

NI BANCSHARES CORPORATIO N

230 W STATE ST SYCAMORE IL 601 78

State of Incorporation = Delaware

1 00

THE NATIONAL BAN K amp TRUST COMPANY OF SYCAMORE

230 W STATE ST SYCAMOR_E IL 601 78

hsults A list of branches for your depostorv nstftution NATIONAL BANK amp TRUST COMPANY OF SYCAMOftE THE (ID_RSSO 534345)

This depository fnstltutlon fs held by NI BANCSHARES CORPORATION (1827893) of SYCAMORE IL

The data are as of 12312014 Data reflects Information that was received and procMsed through 01072JJ1S

Reconciliation and YerfCtton Steps

1 In the Data Action column of each brmch row enter one or more of the actions specifild hilow 2 If required enter the date In the Effective te column

Actions

OK If the branch Information Is COfTect enter OK in the Data Action column

Chan1e If the branch Information Is incorrlCt or Incomplete revrse the data enter Change In the Data Action column and the date when this lnformaUon first beame valid Jn the Etfedive Oatbull column

Cose If a branch llsted was sold or closed enter dose In the Data Action column and thl ule or closure date In the Effective Date column Delete If a branch listed was never owned by th(s depository Institution enter Delltl In thl Oatbull Action column

Add lfa reportable branch Is missing Insert a row add the branch data and enter Add in thl Data Action column and the opening or acquisition date In the Effective Date laquo)lumn

If printing this lrst you may need to adjust your page setup in MS Excel Try uslng landscape orientation p1ae scaling andor liegal sl1ed pa pier

Submission Procedure

When you a finiihed send a savied copy to your FRB contact See the det1iled lmtructions on this site for more Information

If vou are ie-malllng this to your FRB contAct put your Institution name dtyand state In thie subjtct line of the e-mail

Note To satisfy the FR YmiddotlO portln1 rirements you must also submit FR Ymiddot10 Oomes-tic Branch Schedules for each bninch with a Ot Attlon of nae Close Deletl or Add

The FR fmiddotlO rieport may be submitted in a hardcopy format or via the FR Y-10 Online application middot httpsylOonlinefederalreservegov

bull FDIC UNINUM Office Number and ID_RSSD columns are for reference only Verification of these values Is not required

- Effecdw Ote Branch Service Type Bnnch ID Rssobull Popular Name Street Address City NATIONAL BANK amp TRUST COMPANY Of

OK Fun servlCI (Head Offitt) 53045 SYCAMORE THE 230 WEST STATE STREET SYCAMORE

OK Full Service 3310232 2290 SYCAMORE ROAD OfFICE 2290 SYCAMORE ROAD DEKALB

OK Full lce 3735255 BANCO NBampT BRANCH 1029 PLEASANT STREET DEKALB

OK Fullservice 354132 NSampT SQUARE BRANCH 130 WEST LINCOLN HIGHWAY DEKAlB

OK Full Service 3735246 ELBURN BRANCH 930 NORTH MAJN STREET ELBURN

OK Full Service 3310241 GENOA BRANCH 601 PEARSON DRIVE GfNOA

OK Full service 2192507 200 NORTH MAIN STREET OfFICE 200 NORTH MAIN STREET UtANO

OK full Service 4394873 SANDWlCH BRANCH 321 E OIURCH STREET SANDWlCH

OK Fullice 2D8577S SERENA BRANCH US HIGHWAY 52 SOMONAUK ROAD SERENA

OK Full Service 2431457 1425 DEKAl8 AVENUE BRANCH 1425 DEKALB AVENUE SYCAMORE

St1te

IL

IL

IL

IL

IL

IL

IL

IL

IL

IL

Zip Code Countv

60178 DEKALB

60US DEKALB

60115 DEKALB

60U5 DEKALB

60119 KANE

60135 DEKALB

60531 IASAllE

60548 DEKALB

60549 LA SAUE

60178 DEKALB

Country FDIC UNINUMbull Office Numberbull Hbullad Office Head Office ID_RSSD Comments

NATIONAL BANK amp TRUST COMPANY Of

UNITED STATES 6414 0 SYCAMORE THE 534345 NATIONAL BANK amp TRUST COMPANY OF

UNITED STATES 221714 2 SYCAMORE THE 534345 NATIONAL BANK amp TRUST COMPANY Of

UNITpound0 STATES 475977 9 SYCAMORE THE 534345

NATIONAL BANK amp TRUST COMPANY OF

UNITED STATES 10484 5 SYCAMORE THE 534345 NATIONAL BANK amp TRUST COMPANY OF

UNITED SfATES 475976 8 SYCAMORE THE 534345

NATIONAL BANK amp TRUST COMPANY OF

UNITED STATES 424666 4 SYCAMORE THE 534345 NATIONAL BANK amp TRUST COMPANY OF

UNITED STATES 237859 7 SYCAMOftE THE 534345 NATIONAL BANK amp TRUST COMPANY Of

UNITED STAttS 530108 10 SYCAMORE THE 534345 NATIONAL BANK amp TRUST COMPANY Of

UNITED STATES 2318S8 6 SYCAMORE THE 534345 NATIONAL BANK amp TRUST COMPANY OF

UN ITED STATES 264332 1 SYCAMORE THE 534345

Re ort Item 3 Securities Holders

FR Y-6

NI Bancshares Corporation

Sycamore IL

Fiscal Year Ending December 3 1 201 4

Current Securities Holders with ownership control or holdings of 5 or more with power to vote as-of fiscal year end

Securities Holders not listed in 3(1 )(a) through (3)(1 )(c) that had

ownership control or holdings of 5 or more with power to vote

during the fiscal year

(1 )(a)

Name amp Address (City

State Country)

James W Dutton

Tulsa OK USA

Jane Danielson

Freeport ME USA

Anne Pick

St Paul MN USA

(1 )(b)

Country of

Citizenship or

Incorporation

USA

USA

USA

(1 )(c) Number and

Percentage of Each

Class of Voting

Securities

62324 shares 594

84563 shares 806

88480 shares 843

(2)(a) (2)(b)

Country of

Name amp Address Citizenship or

(City State Country) Incorporation

(2)(c) Number and

Percentage of Each

Class of Voting

Securities

FA Y--6

NI Bancshares Corporation Sycamore ll

Ascal Year Ending December 311 2014

(1) (2) (3)(bull) (3)(b) (3)(o) (4)(bull) (4)(b) (4)(o) Percentage of List names of other companies

Percentage of Voting Securities Includeamp partnerships) If 25 or more Voting Securities ln Subsidiaries of voting securftles are held (list

Names amp Address Principal Occupation II other than Title amp Position with Title amp Position with Subsidiaries Title amp Position with Other Businesses Jn Holding (Include names names ol companies and percentage of

(City State Country) with Holding Company Holding Company (Include names of subsidiaries) (Include names ol other businesses) Company of subsidiaries) voting securltles held)

Michael A Cullen NIA Director President amp CEO Director President amp CEO NIA 018 None NIA Sycamore IL USA The National Bank amp Trust

Company of Sycamore

Richard N Anderson President - Anderson Director Director President 159 None Anderson Funeral Home Ltd (100) DeKalb JL USA Funeral Home Ltd The Natrona[ Bank amp Trust Anderson Funeral Home Ltd

Company of Sycamore

John H Boles NIA Director Retired Trust Officer NIA 149 None NIA Sycamore IL USA The National Bank amp Trust

Company of Sycamore

Evelina J Cichy Retired Vice President of Instruction Director Director NA 015 None NIA DeKalb IL USA Klshwaukee College The Natrona Bank amp Trust

Company of Sycamore

James W Dutton CFO Macrosolva lnc Chairman of the Board Chairman of the Board CFO Macrosolve lnc 594 None NIA Tulsa OK USA The Natonal Bank amp Trust

Company of Sycamore

Robert B Johnson Partner - Johnson Farms Director Director Partner 063 None Johnson Farms (40) DeKalb IL USA The National Bank amp Trust Johnson Farms

Company of Sycamore

Robert C Johnson NIA Director Director NIA 034 None NIA DeKalb IL USA The National Bank amp Trust

Company of Sycamore

Kevin P Poorten President amp CEO - Kish Health Syse Director Director NA 005 None NIA DeKalb IL USA The National Bank amp Trust

Company of Sycamore

Douglas C Roberts Private Investor Director Director PresidentmiddotZea mays Holdings LLC 382 None Zea mays Holdngs LLC (100) Sycamore IL USA The National Bank amp Trust

Company of Sycamore

Tmothy P Suter President amp CEO - Suter Company Director Director NA 002 None NIA Sycamore IL USA The Natlonal Bank amp Trust

Company of Sycamore

Report lem 4 Insiders -PAGE 2 of 2

Tami Armstrong NIA NIA VP Brand amp Marketng NIA 0005 None NIA Sycamore IL USA The Natonal Bank amp Trust

Company of Sycamore

Bradley V Brown NIA NIA SVP Consumer Banking NIA 0004 None NIA DeKalb IL USA The Natlonal Bank amp Trust

Company of Sy9amore

Michelle Carlson NIA NIA VP Operallons NIA 0004 None NIA SuQar Grove IL USA The National Bank amp Trust

Company of Sycamore

Sa_111antha J Dalley NIA NIA VP Human Resources NIA 0003 None NIA Sycamore IL USA The National Bank amp Trust

Company of Sycamore

James Dombek NIA NIA VP Personal Trust Manager NIA 0002 None NIA Sycamore IL USA The National Bank amp Trust

Company of Sycamore

Michael Hawley Geneva IL USA NIA NIA Sr VP Sr Commercial Loan Officer NIA 0005 None NIA

The Natfonal Bank amp Trust Company of Sycamore

Charles C Kaiser NIA NIA Sr VP Senior Lending Officer NIA 0007 None NIA Sycamore IL USA The National Bank amp Trust

Company of Sycamore

Karen Kupper NIA NIA SVP Chief Credit Offcer NIA 0003 None NIA Hinkley IL USA The Natonal Bank amp Trust

Company of Sycamore

Davld N McCoy NIA Treasurer SVP Chief Flnanclitl Officer NIA 0006 None NIA South Elgin IL USA The Natlonal Bank amp Trust

Company of Sycamore

Mark ODell NIA NIA VP Sr Residentlal loan Officer NIA 0000 None NIA Aurora IL USA The National Bank amp Trust

Company of Sycamore

A David VanBuren NIA NIA SVP Trust amp Investments NIA 0005 None NIA Sycamore IL USA The National Bank amp Trust

Company of Sycamore

  • FR Y-6 Cover Page
  • Report Item 1 Annual Report to Shareholders
  • Report Item 2a Organization Chart
  • Report Item 2b Domestic Branch Listing
  • Report Item 3 Securities Holders
  • Report Item 4 Insiders
Page 23: Annual Report of Holding Companies-FR Y-6/media/others/banking/...consistent and deliberate in implementing our strategic initiatives. In addition to our loan growth, our trust assets

Notes to Consolidated Financial Statements I l l Loans cont

The following tables present the impaired loan balances (loans on non-accrual status) at December 31 (Dollars in thousands)

Non Residential Residential

Real Real Agricultural Loans to

Construction Farmland Estate Estate Production Commercial Individuals Other

20 1 4 Loans with out a specific

valuation al lowance Recorded balance $ $ $ 92 $ $ $ 487 $ $ Unpaid principal balance 92 487 Specific allowance Average investment in

impaired loans 278 4 1 99 1 02

Loans with a specific valuation al lowance

Recorded balance $ $ $ 76 $ 61 6 $ 63 Unpaid principal balance 76 61 6 63 Specific allowance 66 1 08 31 Average investment in

impaired loans 369 1 1 48 694

Total loans receivab l e Total Recorded balance $ $ $ 1 68 $ 61 6 $ $ 551 $ $ $ 1 335 Unpaid principal balance $ $ $ 1 68 $ 61 6 $ $ 551 $ $ $ 1 335 Specific allowance $ $ $ 66 $ 1 08 $ $ 31 $ $ $ 205 Average investment in

impaired Joans $ $ $ 648 $ 5346 $ $ 796 $ $ $ 6790

2013 Loans without a specific

valuation al lowance Recorded balance $ $ $ 299 $ 1 098 $ $ $ $ Unpaid principal balance 299 1 098 Specific allowance Average investment in

impaired loans 4037 280 5226 1 7 12

Loans with a specific valuation al lowance

Recorded balance $ $ $ 261 $ $ 347 Unpaid principal balance 261 347 Specific allowance 1 1 2 1 07 Average investment in

impaired loans 306 8201 530

Total loans receiva ble Total

Recorded balance $ $ $ 560 $ 1 098 $ $ 347 $ $ $ 2005 Unpaid principal balance $ $ $ 560 $ 1 098 $ $ 347 $ $ $ 2005 Specific allowance $ $ $ 1 1 2 $ $ $ 1 07 $ $ $ 219 Average investment in

impaired Joans $ 4037 $ $ 586 $1 3427 $ $ 2242 $ $ $ 20292

There was no Interest income recognized on a cash basis or accrual basis for 2014 or 2013 on impaired loans

Notes to Consolidated Financial Statements

Ill Loans cont

The following tables present the balance in the allowance for loan losses and the recorded investment in loans based on portfolio segment and impairment methods at December 31 (Dollars in thousands)

Non Residential Residential Agricultural Loans to Other

Construction Farmland Real Estate Real Estate Production Commercial Individuals Loans Unallocated Total

20 1 4 Allowance for loan losses Balance beginning of year $ 473 $ i 9 $ 700 $ i 32i $ i 4 $ 56i $ i 22 $ 30 $ - $ 3241 Provision charged to

expense (289) 68 762 (27) 2i (96) 699 2 i 2 i 351 Losses charged off (324) (i 79) (7i) (270) (i32) (971 Recoveries 34 49 i 3 i 8 i 55 23 29 Balance end of year $ 2i8 $ 87 $ i i 87 $ i i 28 $ 35 $ 4i 2 $ 706 $ i 33 $ - $ 3901

Ending balance individually evaluated for impairment $ $ $ 66 $ i 08 $ $ 3i $ $ $ - $ 20[

Ending balance collectively evaluated for impairment $ 2i 8 $ 87 $ i i 21 $ 1 020 $ 35 $ 381 $ 706 $ 1 33 $ - $ 370

Loans Ending balance $ 1 4 1 99 $20488 $1 1 5291 $ 1 37499 $ 1 2530 $45940 $ 57280 $ 5738 $ - $ 40896 Ending balance individually

evaluated for impairment $ $ $ i 68 $ 61 6 $ $ 551 $ $ $ - $ 1 33 Ending balance collectively

evaluated for impairment $14 i 99 $20488 $1 1 5 1 23 $ 1 36883 $ 1 2530 $45389 $57280 $ 5738 $ - $ 40763(

2013 Allowance for loan losses Balance beginning of year $ 243 $ 23 $ 848 $ 2040 $ 1 7 $ 456 $ 285 $ 7 $ 52 $ 397 Provision charged to

expense 230 (4) 378 1 077 (3) 630 (1 50) 1 37 (52) 224 Losses charged off (543) (i 830) (538) (203) (1 4 i ) (325t Recoveries 1 7 34 1 3 1 90 27 28

Balance end of year $ 473 $ 1 9 $ 700 $ i 32i $ i 4 $ 56i $ i 22 $ 30 $ - $ 324(

Ending balance individually evaluated for impairment $ $ $ 1 1 2 $ $ $ i 07 $ $ $ - $ 2if

Ending balance collectively evaluated for impairment $ 473 $ i 9 $ 588 $ 1 32i $ i 4 $ 454 $ i 22 $ 30 $ - $ 302middot

Loans Ending balance $i 9798 $1 7397 $i 04873 $ i 35014 $ 1 2968 $41 273 $ 42883 $ 6206 $ - $ 38041 Ending balance individually

evaluated for impairment $ $ $ 560 $ i 098 $ $ 347 $ $ $ - $ 200( Ending balance collectively

evaluated for impairment $i 9798 $ i 7397 $i 0431 3 $ i 339i 6 $ 1 2968 $40926 $42883 $ 6206 $ - $ 37840i

Notes to Consolidated Financial Statements

I I I Loans cont

Managements opinion as to the ultimate collectability of loans is subject to estimates regarding future cash flows from operations and the value of property real and personal pledged as collateral These estimates are affected by changing economic conditions and the economic prospects of borrowers

Allowance for Loan Losses The allowance for loan and lease losses (allowance) represents managements estimate of the reserve necessary to adequately account for probable losses that could ultimately be realized from current loan exposures In determining the adequacy of the allowshyance management relies predominately on a disciplined credit review and approval process The review process is directed by overall lending policy and is intended to identify at the earliest possible stage borrowers who might be facing financial difficulty

Loans for which it is probable that the Bank will not collect all principal and interest due according to the contractual terms are identishyfied as impaired The impairment for each applicable loan is quantified and specific loss exposures are allocated within the allowance Loans that are in non accrual status are generally considered impaired

A detailed analysis is performed on each loan that is not impaired but poses sufficient risk to warrant in-depth review These are loans that have been classified as substandard or are on the Banks internal watch list Due to the elevated risk inherent in these Joans management has determined that it is appropriate to quantify the potential loss within the pool of classified loans by estimating each loans collateral shortfall These collateral shortfall estimates are incorporated in the determination of the adequacy of the allowance

In estimating the risk of loss in the remaining portion of the loan portfolio identified as non-classified management establishes base Joss estimations which are derived from the historical Joss experience over the past three calendar years These base loss estimations are then adjusted after consideration ofnine different qualitative factors

Notes to Consolidated Financial Statements

IV Loan Servicing

Real estate loans serviced for others are not included in the accompanying consolidated balance sheets The risks inherent in mortgage servicing assets relate primarily to changes in prepayments that result from shifts in mortgage interest rates The unpaid principal balances of mortgage loans serviced for others was $3528 million and $3567 million at December 31 201 4 and 201 3 respectively The fair value of mortgage servicing rights at December 31 201 4 and 201 3 was approximately $31 million and $33 million respectively The fair value of servicing rights was determined using discount rates ranging from 950 to 1 000 percent and prepayment speeds principally ranging from 903 to 1 1 20 percent depending on the stratification of the specific right

The Corporation changed its method of amortizing mortgage servicing rights during 201 3 from the straight-line amortization method to a methodology based on anticipated prepayment assumptions Amortization expense for 2013 would have been $1 068 thousand if the straight-line method was used

Custodial escrow balances maintained in connection with the foregoing loan servicing and included in demand deposits were $37 million and $4 1 million at December 31 201 4 and 201 3 respectively

Following is a summary of the mortgage servicing rights capitalized and amortized (Dollars in thousands)

20 1 4 2013 2012

Balance beginning of year $ 2524 $ 21 83 $ 1 876 Mortgage servicing rights capitalized 331 847 1 31 9 Mortgage servicing rights amortized (408) 506) (1 01 2) Recorded balance end of year $ 2447 $ 2524 $ 21 83

Fair value end of year $ 31 38 $ 3273 $ 21 83

Notes to Consolidated Financial Statements

V Land Premises and Equipment

A summary of land premises and equipment by asset classification at December 31 is as follows (Dollars in thousands)

20 1 4 2013

Land $ 7895 $ 7895 Premises 1 7 697 1 8297 Furniture fixtures and equipment 7867 791 7 Vehicles 1 1 0 1 1 0

33569 34219 Accumulated depreciation (1 241 2) (1 2281) Land premises and equipment net $ 21 1 57 $ 21 938

Depreciation expense for the years ended December 31 201 4 201 3 and 201 2 was $1 4 million $1 4 million and $1 i million respectively Leasehold improvements are capitalized and depreciated using the straight-line method over the terms of the respective leases or the estimated useful lives of the improvements whichever is shorter Expected terms include lease option periods to the extent that the exercise of such options is reasonably assured

Pursuant to the terms of noncancelable lease agreements in effect at December 31 2014 pertwning to banking premises and equipment future minimum rent commitments under various operating leases are as follows for years ended December 31 (Dollars in thousands)

2015 2016 2017 201 8 2019 Thereafter Total

$ 303 $ 306 $ 1 91 $ 79 $ 79 $ 298 $ i 257

The leases contain options to extend for periods from five to 50 years The cost of exercising such options is not included above Total rent expense for the years ended December 31 201 4 201 3 and 201 2 amounted to approximately $336 $334 and $426 thousand respectively

Notes to Consolidated Financial Statements

VI Deposits

Time deposits greater than or equal to $100 thousand were $653 million and $723 million at December 31 201 4 and 201 3 respectively Interest expense on these deposits was $08 million $1 1 million and $1 4 million in 201 4 201 3 and 201 2 respectively

At December 31 2014 the scheduled maturities of time deposits are as follows (Dollars in thousands

2015 201 6 201 7 2018 2019 Total

$ 66577 $ 26867 $ 32074 $ 1 4084 $ 1 1 81 0 $ 1 51 41 2

Interest-bearing deposits at December 31 consist of the following (Dollars in thousands)

20 1 4

201 3

NOW and Money Market

$ 229355

$ 225263

Savings

$ 55301

$ 53326

Time $100000 and over

$ 65267

$ 72339

Time Other

$ 86145

$ 93065

Total

$ 436068

$ 443993

The aggregate amount of deposit overdrafts included in loans at December 31 201 4 and 201 3 was $244 and $1 91 thousand respectively

VII Borrowings

The Bank has the ability to borrow from the Federal Home Loan Bank with borrowings collateralized by first mortgage loans mulshytifamily and farmland loans under a blanket lien agreement in the amount of approximately $60 million Based on this collateral and the Banks holdings of FHLB stock the Bank is eligible to borrow up to approximately $38 million at year-end 201 4

During 201 2 and in conjunction with the purchase of 392663 treasury shares of stock the Corporation borrowed $6 million from a correspondent bank pursuant to a newly established line of credit The borrowings bear an interest rate equal to the lenders prime rate with a minimum rate of 325 At December 31 201 4 the rate was 325 and the balance outstanding was $36 million The Corporation was required to make quarterly interest-only payments on this line of credit through December 31 201 3 after which in addition to quarterly interest payments the Corporation must make equal annual principal payments of $1 2 million through December 31 201 7 when the line of credit matures There is no prepayment penalty associated with the borrowing should the Corporation decide to repay the debt prior to maturity

As of December 31 201 4 the Bank was not in compliance with one of the note covenants relating to annual return on assets The note contains certain covenants including financial covenants for the Bank which must be met at all times Should the Corporation or the Bank be found not compliant with them during the term of the note there are remedies the issuing financial institution shall have the right to enforce including that the note could become immediately due and payable The issuing financial institution has approved the noncompliance for the fourth quarter ended December 31 201 4

Notes to Consolidated Financial Statements

VI II I n come Taxes

Income taxes reflected in the consolidated statements of operations consist of the following (Dollars in thousands)

20 1 4 2013 Current payable

Federal $ 30 $ 96 State 80

Deferred tax benefit 60 1 96 Income tax expense $ 90 $ 372

The Corporations income tax expense beneflt) differed from the federal statutory rate of 34 as indicated in the following analysis

(Dollars in thousands)

20 1 4 2013

Tax based on statutory rate $ 388 $ 458 State taxes net of federal tax benefit (1 06) 53 Effect of tax-exempt income (31 0) (276) Other net 1 1 8 1 37 Income tax expense $ 90 $ 372

The Corporation has the following deferred tax assets and liabilities at December 31 (Dollars in thousands)

Deferred tax assets Deferred tax liabilities

Net deferred tax assets

20 1 4

$ 31 07 (2782)

$ 325

2013

$ 2982 (2637)

$ 345

2012

$ 1 234 727 (68)

$ 1 893

2012

$ 1 875 390 (31 4)

(58) $ 1 893

The components of deferred income taxes were principally related to the allowance for loan losses other real estate owned write-downs differences in amortization of core deposit intangible assets depreciation and mortgage servicing rights Deferred tax liabilities related to unrealized losses and gains on securities available for sale are $260 and $296 thousand at December 31 201 4 and 201 3 respectively

The Corporation files income tax returns in the US federal jurisdiction and the State of Illinois The Corporation is no longer subject to US federal or state income tax examination by tax authorities for years before 201 1

Notes to Consolidated Financial Statements

IX Employee Benefits

Substantially all employees are covered by a profit sharing plan The contribution determined in accordance with the provisions of the plan was $i 72 thousand $i 23 thousand and $207 thousand in 20i 4 20i 3 and 20i 2 respectively

Under the Corporations Employee Stock Option Plan the Corporation may grant options to its key employees for up to 1 00000 shares of common stock The exercise price of each option equals the market price of the Corporations stock on the date of grant and the options maximum term is ten years The vesting period is three years from the date of grant GAAP provisions require that compensation cost relating to share-based payment transactions be recognized in the financial statements with measurement based upon the fair value of the equity or liability instruments issued For the year ended December 3i 20i 2 the Corporation recognized $i i 3 thousand in compensation expense for stock options For the year ended December 3i 20i 3 the Corporation recognized $97 thousand in compensation expense for stock options For the year ended December 3i 20i 4 the Corporation recognized no compensation expense for stock options

The activity in the plan is summarized as follows

Outstanding at beginning of year Granted Exercised Forfeitedexpired Outstanding at end of year

Options exercisable at year-end

Non-vested options beginning of year Granted Vested Forfeitedexpired Non-vested options at year end

Shares

85998

(i 000)

84998

84998

20 1 4

Weighted Weighted Average Average

Exercise Price Contractual Term

$ 4762

3200

$ 4748

$ 4748

2 0 1 4

Number of Shares

8333

(8333)

(in years)

35

35

Weighted Average

Grant Date Fair Value

$ 3200

3200

$

2013

Weighted Weighted Shares Average Average

Exercise Price Contractual Term (in years)

88998 $ 4709

(667) 3200 (2333) 3747

85998 $ 4762 48

77665 $ 4929 4i

2013

Weighted

Number of Average

Grant Date Shares Fair Val u e

i 9333 $ 3200

(i 1 000) 3200

8333 $ 3200

The fair value of each option is estimated using Black-Scholes option-pricing model which requires the use of subjective valuation assumptions The expected volatility is based on historical volatility of the Corporations stock price The risk-free interest rates for periods within the contractual life of the awards are based on the US Treasury yield curve in effect at the time of the grant The expected life is based on historical exercise experience The dividend yield assumption is based on the Corporations history and expectation of dividend payouts There were no options granted in 20i 3 or 20i 4

At December Si 20i 4 there was no unrecognized cost related to non-vested stock options granted under the Employee Stock Option Plan

Notes to Consolidated Financial Statements

IX Emp loyee Benefits cont

The following table summarizes restricted stock activity

20 1 4 2013

Weighted Average Weighted Average Number of Grant Date Number of Grant Date

Shares Fair Value Shares Fair Value

Balance beginning of year 8959 $ 4000 $ Granted 8959 4000 Forfeited (888) 4000 Earned and issued (2250) 4000 Balance end of period 5821 $ 4000 8959 $ 4000

The fair value of the restricted stock awards is amortized to compensation expense over the vesting period (forty months) and is based on the market price of the Corporations common stock at the date of grant multiplied by the number of shares granted that are expected to vest At the date of grant the par value of the shares granted was recorded in equity as a credit to common stock and a debit to paid-in capital The weighted-average grant date fair value of restricted stock granted during the year ended December 31 201 4 was $4000 per share or $358 thousand Stock-based compensation expense for restricted stock for the year ended December 31 201 3 was $90 thousand Stock-based compensation expense for restricted stock during the year ended December 31 201 4 was $1 29 thousand Unrecognized compensation expense for non-vested restricted stock awards was $139 thousand and is expected to be recognized over a weighted average period of 34 months

X Related Party Transactions

The Bank has entered into transactions with certain directors executive officers significant stockholders and their affiliates or associshyates (related parties) Such transactions were made in the ordinary course of business on substantially the same terms and conditions including interest rate and collateral as those prevailing at the same tirne for comparable transactions with other customers and did not in the opinion of management involve more than normal credit risk or present other unfavorable features

Annual loan activity consisted of the following (Dollars in thousands

20 1 4 2013

Beginning balance $ 1 1 29 $ 1 1 63 New Joansadvances 1 94 46 Repayments (245) (80) Ending balance $ 1 078 $ 1 1 29

Deposits from related parties held by the Bank at December 31 201 4 and 201 3 amounted to $32 million and $37 million respectively

middot middot

XI Commitments and Contingencies

In the normal course of business the Bank makes various commitments and incurs certain contingent liabilities that are not reflected in the accompanying consolidated financial statements The credit risk associated with loan commitments and standby letters of credit is essentially the same as that involved with extending Joans to customers and is subject to the Banks credit policies Collateral or other security is normally not obtained for these financial instruments prior to their use and many of the commitments are expected to expire without being used

The following commitments existed at December 31 (Dollars in thousands

20 1 4 2013

Commitments to extend credit Fixed $ 33441 $ 26551 Variable 25597 24400

Standby letters of credit $ 483 $ 21 1

Notes to Consolidated Financial Statements

XII Reg u l atory M atters

The Bank is required to maintain average reserve balances with the Federal Reserve Bank based upon deposit levels and other facshytors The amount of those reserve balances for the years ended December Si 20i 4 and 20i 3 was approximately $i 00 thousand

Dividends are paid by the Corporation from its funds which are mainly provided by dividends from the Bank However national banking regulations and capital guidelines limit the amount of dividends that may be paid by banks

Banks and bank holding companies are subject to regulatory capital requirements administered by federal banking agencies Capital adequacy guidelines and additionally for banks prompt corrective action regulations involve quantitative measures of assets liabilities and certain off-balance-sheet items calculated under regulatory accounting practices Capital amounts and classificashytions are also subject to qualitative judgements by regulators Failure to meet capital requirements can initiate regulatory action Prompt corrective action provisions are not applicable to bank holding companies Furthermore the Banks regulators could require adjustments to regulatory capital not reflected in the financial statements

Prompt corrective action regulations provide five classifications well capitalized adequately capitalized undercapitalized significantly undercapitalized and critically undercapitalized although these terms are not used to represent overall financial condition If undershycapitalized capital distributions are limited as is asset growth and expansion and capital restoration plans are required

At December 3i 20i 4 the most recent notification from the Banks and Corporations regulator categorized the Bank as well capitalshyized under the regulatory framework for prompt corrective action To be categorized as well capitalized an institution must maintain minimum total risk-based Tier i risk-based and Tier i leverage ratios as set forth in the following tables There are no conditions or events since the notification that management believes have changed the Banks category The Banks and the consolidated Corporations actual capital amounts and ratios at December Si are presented in the table

Actual and required capital amounts and ratios are presented below at year-end (Dollars in thousands)

Minimum Minimum To Be For Capital Well-Capitalized

Actual Adequacy Purposes Under Bank Regulatory Capital Requirements

Amount Ratio Amount Ratio Amount Ratio 20 1 4 Total capital to risk weighted assets

Consolidated $ 56026 i 249 $ 35885 800 NIA NIA Bank 58957 i S i5 S5867 800 $ 448S4 i 000

Tier i (core) capital to risk weighted assets Consolidated 52i 2i i i 62 i 7942 400 NIA NIA Bank 55052 i 228 i 79S2 400 26898 600

Tier i (core) capital to average assets Consolidated 52 1 21 809 25768 400 NIA NIA Bank 55052 855 25908 400 S2i 94 500

20i3 Total capital to risk weighted assets

Consolidated $ 54577 i 289 $ S5995 800 NIA NIA Bank 56952 1S53 SS675 800 $ 42093 1 000

Tier 1 (core) capital to risk weighted assets Consolidated 5i S37 1 2 1 3 1 5931 400 NIA NIA Bank 5371 2 1 276 i 6838 400 25256 600

Tier 1 (core) capital to average assets Consolidated 5i 3S7 804 25306 400 NIA NIA Bank 537i 2 842 25675 400 31 895 500

Notes to Consolidated Financial Statements

XII I Earnings Per Share

The factors used in the earnings per share computation are as follows (Dollars in thousands except per share data)

20 1 4 2013 2012

Income Weighted- Per Share Income Weighted- Per Share Income Weighted- Per Share Average Amount Average Amount Average Amount Shares Shares Shares

Basic earnings per share Net income $ 1 050 1 048g23 $ 1 00 $ 976 1 043765 $ 94 $ 3622 1 352929 $ 268 Effect of assumed exercise

of stock options and restricted stock awards 1 831 9786 NIA

Diluted earnings per share Net income $ 1 050 1 050754 $ 1 00 $ 976 1 053551 $ 93 $ 3622 1 352g2g $ 268

Options to purchase 68500 68500 and 88998 shares of common stock were outstanding at December 31 201 4 201 3 and 201 2 but were not included in the computation of diluted EPS because the options exercise price was greater than the average market price of the common shares for each period

Notes to Consolidated Financial Statements

XIV Fair Val u e Measurements

ASC Topic 820 Fair Value Measurements defines fair value as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market parshyticipants at the measurement date Topic 820 also specifies a fair value hierarchy which requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value The standard describes three levels of inputs that may be used to measure fair value

Level i Quoted prices in active markets for identical assets Level 2 Observable inputs other than Level i prices such

as quoted prices for similar assets quoted prices in markets that are not active or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities

Level 3 Unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets

Following is a description of the valuation methodologies and inputs used for assets and liabilities measured at fair value on a recurring basis and recognized in the accompanying balance sheets as well as the general classification of such assets and liabilities pursuant to the valuation hierarchy

Securities Available for Sale

Securities classified as available for sale are reported at fairvalue utilizing Level 2 inputs Except for equity securities unadjusted quoted prices in active markets for identical assets are utilized to determine fair value at the measurement date which are conshysidered Level i inputs For all other securities the Corporation obtains fair value measurements from an independent pricing sershyvice The fair value measurements consider observable data that may include dealer quotes market spreads cash flows the US Treasuryyield curve live trading levels trade execution data market consensus prepayment speeds credit information and the bonds terms and conditions among other things

Certain financial assets and financial liabilities are measured at fair value on a nonrecurring basis that is the instruments are not measured at fair value on an ongoing basis but are subject to fair value adjustments in certain circumstances (for example when there is evidence of impairment) At December 3i 20i 3 other real estate owned measured at fair value was $7 5 million using a combination of observable inputs including recent appraisshyals and unobservable inputs based on customized discounting criteria Due to the significance of the unobservable inputs all other real estate owned fair values have been classified as Level 3 Rnancial assets and financial liabilities excluding impaired Joans measured at fair value on a nonrecurring basis were not significant at December 31 201 4 and 2013

The following tables summarize financial assets measured at fair value at December 31 segregated by the level of the valuation inputs within the fair value hierarchy utilized to measure fair value (Dollars in thousands)

Level 1 Level 2 Level 3 Total 20 1 4 Inputs Inputs Inputs Fair Value Recurring

$ Equity securities $ 456 $ $ 456 Securities available for sale $ $ i 27768 $ $ 1 27768

Nonrecurring $ Impaired Joans $ $ 1 069 $ 1 069

other real estate owned $ $ $ 3375 $ 3375

201 3 Recurring

$ $ Equity securities $ 2405 $ 2405 Securities available for sale $ $ i 4706i $ $ 1 4706i

Nonrecurring $ Impaired loans $ $ 91 6 $ 9 1 6

Other real estate owned $ $ $ 832 $ 832

Notes to Consolidated Financial Statements

XI Fair Value of Financial Instruments

The canying amount and fair value of the Corporations other financial instruments at December 31 are set forth below (Dollars in thousands)

Financial assets Cash and cash equivalents Restricted stock -Loans held for sale Loans net Accrued interest receivable

Financial liabilities Deposits Other borrowings Accrued interest payable

Commitments to orginate loans

Letters of credit

Lines of credit

Forward sale commitments

Carrying Amount

$ 2671 5 1 647 2432

405059 3369

$ 548940 3600

52

2014 201 3

Fair Value Carrying Amount

$ 2671 5 $ 36838 1 647 1 494 2432 5902

405027 377172 3369 2820

$ 51 3334 $ 549645 3600 4800

52 66

Fair Value

$ 36838 1 494 5902

377166 2820

$ 502487 4800

66

Notes to Consolidated Financial Statements

XV Fair Val u e of Financial Instrum ents cont

Nonrecurring Measurements Following is a description of the valuation methodologies and inputs used for assets measured at fair value on a nonrecurring basis and recognized in the accompanying balance sheets as well as the general classification of such assets pursuant to the valuation hierarchy For assets classified within Level 3 of the fair value hierarchy the process used to develop the reported fair value is described below

Other Real Estate Owned Other real estate owned (OREO) is carried at fair value Jess estimated cost to sell when the real estate is acquired Estimated fair value of OREO is based on appraisals or evaluations OREO is classified within Level 3 of the fair value hierarchy

Appraisals of OREO are obtained when the real estate is acquired and subsequently as deemed necessary by the Banks manageshyment Appraisals are reviewed for accuracy and consistency by the Bank Appraisers are selected from the list of approved appraisers maintained by management

Collateral-dependent Impaired Loans Net of ALLL The estimated fair value of collateral-dependent impaired Joans is based on the appraised fair value of the collateral Jess estimated cost to sell Collateral-dependent impaired Joans are classified within Level 3 of the fair value hierarchy

The Bank considers the appraisal or evaluation as the starting point for determining fair value and then considers other factors and events in the environment that may affect the fair value Appraisals of the collateral underlying collateral-dependent Joans are obtained when the loan is determined to be collateral-dependent and subsequently as deemed necessary by the Banks management Appraisals are reviewed for accuracy and consistency by the Bank Appraisers are selected from the list of approved appraisers mainshytained by management The appraised values are reduced by discounts to consider lack of marketability and estimated cost to sell if repayment or satisfaction of the Joan is dependent on the sale of the collateral These discounts and estimates are developed by the credit department by comparison to historical results

Notes to Consolidated Financial Statements

XV Fair Val ue of Financial Instruments cont

Unobservable (Level 3) Inputs The following table presents quantitahve information about unobservable inputs used in recurring and nonrecurring Level s fair value measurements other than goodwill (Dollars in thousands)

Other real estate owned

middot Collateral-dependent impaired loans

Other real estate owned

Collateral-dependent impaired loans

Fair Value at 123 114

$ 3375

$ 1 069

Fair Value at 123113

$ 832

$ 91 6

Sensitivity of Significant U nobservable Inputs The following is a discussion of the sensitivity of significant unobshyservable inputs the interrelationships between those inputs and other unobservable inputs used in recurring fair value measureshyment and of how those inputs might magnify or mitigate the effect of changes in the unobservable inputs on the fair value measurement

The following follows the Fair value table The following methods were used to estimate the fair value of all other financial instruments recognized in the accompanying balshyance sheet at amounts other than fair value

Cash and Cash Equivalents The carrying amount approximates fair value

Loans Held For Sale The carrying amount approximates fair value due to the insigshynificant time between origination and date of sale The carrying amount is the amount funded and accrued interest

Loans

Fair value is estimated by discounting the future cash flows using the market rates at which similar notes would be made to borshyrowers with similar credit ratings and for the same remaining maturities The market rates used are based on current rates the Bank would impose for similar loans and reflect a market parshyticipant assumption about risks associated with nonperformance illiquidity and the structure and term of the loans along with local economic and market conditions

Restricted Stock Fair value is estimated at book value due to restrictions that limit the sale or transfer of such securities

Valuation Unobservable Range Technique Inputs (Weighted

Market comparable Comparability Average)

properties adjustments () Not available

Market comparable Marketability properties discount 1 0 - 1 5 (1 2)

Valuation U nobservable Range Technique Inputs (Weighted

Market comparable Comparability Average)

properties adjustments () Not available

Market comparable Marketability properties discount 1 0 - 1 5 (1 2)

Accrued Interest Receivable and Payable

The carrying amount approximates fair value The carrying amount is determined using the interest rate balance and last payment date

Deposits and Other Borrowings Fair value of term deposits is estimated by discounting the future cash flows using rates of similar deposits with similar maturities The market rates used were obtained from a knowledgeable independent third party and reviewed by the Corporation The rates were the average of current rates offered by local competishytors of the bank subsidiaries

The estimated fair value of demand NOW savings money marshyket deposits and other borrowings is the book value since rates are regularly adjusted to market rates and amounts are payable on demand at the reporting date

Commitments to Originate Loans Forward Sale Commitments Letters of Credit and Lines of Credit The fair value of commitments to originate loans is estimated using the fees currently charged to enter into similar agreements taking into account the remaining terms of the agreements and the present creditworthiness of the counterparties For fixedshyrate loan commitments fair value also considers the difference between current levels of interest rates and the committed rates

The fair value of commitments to sell securities is estimated based on current market prices for securities of similar terms and credit quality

The fair values of letters of credit and lines of credit are based on fees currently charged for similar agreements or on the estimated cost to terminate or otherwise settle the obligations with the counterparties at the reporting date

Notes to Consolidated Financial Statements

XVI Accumul ated Comprehensive Income (Loss)

The components of accumulated other comprehensive income loss) included in stockholders equity are as follows (Dollars in thousands)

Net unrealized gains (Joss) on available for sale securities Tax effect Net-of-tax amount

20 1 4

$ 766 (260)

$ 506

2013

$ (871) 296

$ (575)

Amounts reclassified from accumulated other comprehensive income and the affected line items in the statements of income during the years ended December 31 were as follows

Affected line item in 20 1 4 2013 2012 the statements of

income

Net realized gains of Unrealized gains on securities available for sale $ 368 $ 434 $ 2084 sales of available for-sale

securities

Tax effect (1 26) (i 48) (709) Income taxes Total reclassification out of accumulated other comprehensive income $ 242 $ 286 $ 1 375 Net reclassified

amount

XVII Goodwill and Acquired Intangible Assets

The Corporations goodwill and intangible assets are as follows There was no Impairment of goodwill or intangible assets in 2014 or 2013 (Dollars in thousands)

20 1 4 2013

Goodwill $ 3265 $ 3265 Core deposit intangibles $ 1 805 $ 1 805 Non-compete agreement 375 375 Intangible assets 21 80 2 180 Less accumulated amortization 2 180 2090

Total intangible assets $ $ 90

Aggregate amortization expense for years ended December 31 2014 201 3 and 201 2 was $90 $181 and $1 80 thousand respectively

XVI II Subsequent Events

Management evaluated subsequent events through February 27 201 5 the date the consolidated financial statements were available to be issued Events or transactions occurring after December 31 2014 but prior to February 27 2015 that provided additional evidence about conditions that existed at December 31 2014 have been recognized in the consolidated financial statements for the year ended December 31 2014 Events or transactions that provided evidence about conditions that did not exist at December 31 201 4 but arose before the consolidated financial statements were available to be issued have not been recognized in the consolidated financial statements for the year ended December 31 2014

This information is an Integral part of the accompanying consolidated financial statements

Independent Auditors Report

CPAs amp Advisors

Board of Directors

NI Bancshares Corporation

Sycamore Illinois

We have audited the accompanying consolidated financial statements of NI Bancshares Corporation which comprise

the consolidated balance sheets as of December 3 1 2014 and 2013 and the related consolidated statements of income

comprehensive income (loss) stockholders equity and cash flows for the years ended December 3 1 2014 2013 and 2012 and the related notes to the consolidated financial statements

Managements Responsibility for the Financial Statements

Management is responsible for the preparation and fair presentation of these consolidated financial statements in accordance

with accounting principles generally accepted in the United States of America this includes the design implementation and

maintenance of internal control relevant to the preparation and fair presentation of consolidated financial statements that are

free from material misstatement whether due to fraud or error

Auditors Responsibility

Our responsibility is to express an opinion on these consolidated financial statements based on our audits We conducted our

audits in accordance with auditing standards generally accepted in the United States of America Those standards require that

we plan and perform the audit to obtain reasonable assurance about whether the consolidated financial statements are free from material misstatement

An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the consolidated

financial statements The procedures selected depend on the auditors judgment including the assessment of the risks of material misstatement of the consolidated financial statements whether due to fraud or error In making those risk

assessments the auditor considers internal control relevant to the Corporations preparation and fair presentation of the

consolidated financial statements in order to design audit procedures that are appropriate in the circumstances but not for

the purpose of expressing an opinion on the effectiveness of the Corporations internal control Accordingly we express no

such opinion An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of

significant accounting estimates made by management as well as evaluating the overall presentation of the consolidated

financial statements

We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion

Opinion In our opinion the consolidated financial statements referred to above present fairly in all material respects the financial position of NI Bancshares Corporation as of December 3 1 2014 and 2013 and the results of its operations and cash flows

for the years ended December 3 1 2014 2013 and 2012 in accordance with accounting principles generally accepted in the United States of America

Decatur Illinois February 27 2015

PRESID ENT I CEO Michael A Cullen

BUSI NESS BANKING Charles C Kaiser Senior Vice President - Business Banking

Michael A Hawley Senior Vice President - Senior Commercial Loan Officer

Grant M Goltz Vice President - Commercial Loan Officer

Lucas G Goucher Vice President - Commercial Loan Officer

Nicholas D Lee Vlce President - Commercial Loan Officer

Robert W Mason Vice President - Commercial Loan Officer

Timothy J Meyer Vice President - Commercial Loan Officer

Sheela Prahlad Vice President - Commercial Loan Officer

CREDIT D EPARTMENT

Karen A Kuppler Senior Vice President - Chief Credit Officer

Gerald W Brantner Vice President - Senior Collector

CONSUM ER BANKING RESIDENTIAL LENDING ORIGINATION

Mark R ODell Vice President - Senior Retail Loan Officer

CONS U M ER BANKING Bradley V Brown Senior Vice President - Consumer Banking (Security Officer)

Terrence M Duffy Senior Vice President - Consumer Banking Division Manager

Ishmael M McGhee Vice President - Consumer Banking Division Manager

Frank P Turza Vice President - Consumer Banking Division Manager

Directory of NBamp T

TRUST D EPARTMENT R David Van Buren Senior Vice President - Trust amp Investments

Stephen J Colianni Vice President -Trust Investment Officer

Stephen G Corcoran Vice President - Employee Benefits Manager

Karen J Daleo Vice President - Trust Tax Manager amp Assistant Secretary

James J Dombek Vice President - Personal Trust Manager amp Secretary

Kathryn J Johnson Vice President -Trust Administrator

Thomas M Sullivan Vice President - Trust Administrator

Carolyn S Swafford Vice President - Trust Administrator

FAR M SERVIC E DEPARTM ENT Scott R Pumroy Vice President - Farm Service Department Manager

OPERATIONS D EPARTMENT

Michelle R Carlson Vice President - Operations

Hien Van Do Vice President - Core Banking Systems Administrator

ACCOUNTING DEPARTM ENT David N McCoy Senior Vice President - Chief Financial Officer

BRAND amp MARKETING Tami J Armstrong Vice President - Brand amp Marketing

H U MAN RESOU RCES Samantha J Dailey Vice President - Human Resources

AUDITING DEPARTMENT Sarah M Taylor Vice President - Internal Audit

EXHIBIT 2A

NI BANCSHARES CORPORATIONS ORGANIZATIONAL CHART

NI BANCSHARES CORPORATIO N

230 W STATE ST SYCAMORE IL 601 78

State of Incorporation = Delaware

1 00

THE NATIONAL BAN K amp TRUST COMPANY OF SYCAMORE

230 W STATE ST SYCAMOR_E IL 601 78

hsults A list of branches for your depostorv nstftution NATIONAL BANK amp TRUST COMPANY OF SYCAMOftE THE (ID_RSSO 534345)

This depository fnstltutlon fs held by NI BANCSHARES CORPORATION (1827893) of SYCAMORE IL

The data are as of 12312014 Data reflects Information that was received and procMsed through 01072JJ1S

Reconciliation and YerfCtton Steps

1 In the Data Action column of each brmch row enter one or more of the actions specifild hilow 2 If required enter the date In the Effective te column

Actions

OK If the branch Information Is COfTect enter OK in the Data Action column

Chan1e If the branch Information Is incorrlCt or Incomplete revrse the data enter Change In the Data Action column and the date when this lnformaUon first beame valid Jn the Etfedive Oatbull column

Cose If a branch llsted was sold or closed enter dose In the Data Action column and thl ule or closure date In the Effective Date column Delete If a branch listed was never owned by th(s depository Institution enter Delltl In thl Oatbull Action column

Add lfa reportable branch Is missing Insert a row add the branch data and enter Add in thl Data Action column and the opening or acquisition date In the Effective Date laquo)lumn

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Submission Procedure

When you a finiihed send a savied copy to your FRB contact See the det1iled lmtructions on this site for more Information

If vou are ie-malllng this to your FRB contAct put your Institution name dtyand state In thie subjtct line of the e-mail

Note To satisfy the FR YmiddotlO portln1 rirements you must also submit FR Ymiddot10 Oomes-tic Branch Schedules for each bninch with a Ot Attlon of nae Close Deletl or Add

The FR fmiddotlO rieport may be submitted in a hardcopy format or via the FR Y-10 Online application middot httpsylOonlinefederalreservegov

bull FDIC UNINUM Office Number and ID_RSSD columns are for reference only Verification of these values Is not required

- Effecdw Ote Branch Service Type Bnnch ID Rssobull Popular Name Street Address City NATIONAL BANK amp TRUST COMPANY Of

OK Fun servlCI (Head Offitt) 53045 SYCAMORE THE 230 WEST STATE STREET SYCAMORE

OK Full Service 3310232 2290 SYCAMORE ROAD OfFICE 2290 SYCAMORE ROAD DEKALB

OK Full lce 3735255 BANCO NBampT BRANCH 1029 PLEASANT STREET DEKALB

OK Fullservice 354132 NSampT SQUARE BRANCH 130 WEST LINCOLN HIGHWAY DEKAlB

OK Full Service 3735246 ELBURN BRANCH 930 NORTH MAJN STREET ELBURN

OK Full Service 3310241 GENOA BRANCH 601 PEARSON DRIVE GfNOA

OK Full service 2192507 200 NORTH MAIN STREET OfFICE 200 NORTH MAIN STREET UtANO

OK full Service 4394873 SANDWlCH BRANCH 321 E OIURCH STREET SANDWlCH

OK Fullice 2D8577S SERENA BRANCH US HIGHWAY 52 SOMONAUK ROAD SERENA

OK Full Service 2431457 1425 DEKAl8 AVENUE BRANCH 1425 DEKALB AVENUE SYCAMORE

St1te

IL

IL

IL

IL

IL

IL

IL

IL

IL

IL

Zip Code Countv

60178 DEKALB

60US DEKALB

60115 DEKALB

60U5 DEKALB

60119 KANE

60135 DEKALB

60531 IASAllE

60548 DEKALB

60549 LA SAUE

60178 DEKALB

Country FDIC UNINUMbull Office Numberbull Hbullad Office Head Office ID_RSSD Comments

NATIONAL BANK amp TRUST COMPANY Of

UNITED STATES 6414 0 SYCAMORE THE 534345 NATIONAL BANK amp TRUST COMPANY OF

UNITED STATES 221714 2 SYCAMORE THE 534345 NATIONAL BANK amp TRUST COMPANY Of

UNITpound0 STATES 475977 9 SYCAMORE THE 534345

NATIONAL BANK amp TRUST COMPANY OF

UNITED STATES 10484 5 SYCAMORE THE 534345 NATIONAL BANK amp TRUST COMPANY OF

UNITED SfATES 475976 8 SYCAMORE THE 534345

NATIONAL BANK amp TRUST COMPANY OF

UNITED STATES 424666 4 SYCAMORE THE 534345 NATIONAL BANK amp TRUST COMPANY OF

UNITED STATES 237859 7 SYCAMOftE THE 534345 NATIONAL BANK amp TRUST COMPANY Of

UNITED STAttS 530108 10 SYCAMORE THE 534345 NATIONAL BANK amp TRUST COMPANY Of

UNITED STATES 2318S8 6 SYCAMORE THE 534345 NATIONAL BANK amp TRUST COMPANY OF

UN ITED STATES 264332 1 SYCAMORE THE 534345

Re ort Item 3 Securities Holders

FR Y-6

NI Bancshares Corporation

Sycamore IL

Fiscal Year Ending December 3 1 201 4

Current Securities Holders with ownership control or holdings of 5 or more with power to vote as-of fiscal year end

Securities Holders not listed in 3(1 )(a) through (3)(1 )(c) that had

ownership control or holdings of 5 or more with power to vote

during the fiscal year

(1 )(a)

Name amp Address (City

State Country)

James W Dutton

Tulsa OK USA

Jane Danielson

Freeport ME USA

Anne Pick

St Paul MN USA

(1 )(b)

Country of

Citizenship or

Incorporation

USA

USA

USA

(1 )(c) Number and

Percentage of Each

Class of Voting

Securities

62324 shares 594

84563 shares 806

88480 shares 843

(2)(a) (2)(b)

Country of

Name amp Address Citizenship or

(City State Country) Incorporation

(2)(c) Number and

Percentage of Each

Class of Voting

Securities

FA Y--6

NI Bancshares Corporation Sycamore ll

Ascal Year Ending December 311 2014

(1) (2) (3)(bull) (3)(b) (3)(o) (4)(bull) (4)(b) (4)(o) Percentage of List names of other companies

Percentage of Voting Securities Includeamp partnerships) If 25 or more Voting Securities ln Subsidiaries of voting securftles are held (list

Names amp Address Principal Occupation II other than Title amp Position with Title amp Position with Subsidiaries Title amp Position with Other Businesses Jn Holding (Include names names ol companies and percentage of

(City State Country) with Holding Company Holding Company (Include names of subsidiaries) (Include names ol other businesses) Company of subsidiaries) voting securltles held)

Michael A Cullen NIA Director President amp CEO Director President amp CEO NIA 018 None NIA Sycamore IL USA The National Bank amp Trust

Company of Sycamore

Richard N Anderson President - Anderson Director Director President 159 None Anderson Funeral Home Ltd (100) DeKalb JL USA Funeral Home Ltd The Natrona[ Bank amp Trust Anderson Funeral Home Ltd

Company of Sycamore

John H Boles NIA Director Retired Trust Officer NIA 149 None NIA Sycamore IL USA The National Bank amp Trust

Company of Sycamore

Evelina J Cichy Retired Vice President of Instruction Director Director NA 015 None NIA DeKalb IL USA Klshwaukee College The Natrona Bank amp Trust

Company of Sycamore

James W Dutton CFO Macrosolva lnc Chairman of the Board Chairman of the Board CFO Macrosolve lnc 594 None NIA Tulsa OK USA The Natonal Bank amp Trust

Company of Sycamore

Robert B Johnson Partner - Johnson Farms Director Director Partner 063 None Johnson Farms (40) DeKalb IL USA The National Bank amp Trust Johnson Farms

Company of Sycamore

Robert C Johnson NIA Director Director NIA 034 None NIA DeKalb IL USA The National Bank amp Trust

Company of Sycamore

Kevin P Poorten President amp CEO - Kish Health Syse Director Director NA 005 None NIA DeKalb IL USA The National Bank amp Trust

Company of Sycamore

Douglas C Roberts Private Investor Director Director PresidentmiddotZea mays Holdings LLC 382 None Zea mays Holdngs LLC (100) Sycamore IL USA The National Bank amp Trust

Company of Sycamore

Tmothy P Suter President amp CEO - Suter Company Director Director NA 002 None NIA Sycamore IL USA The Natlonal Bank amp Trust

Company of Sycamore

Report lem 4 Insiders -PAGE 2 of 2

Tami Armstrong NIA NIA VP Brand amp Marketng NIA 0005 None NIA Sycamore IL USA The Natonal Bank amp Trust

Company of Sycamore

Bradley V Brown NIA NIA SVP Consumer Banking NIA 0004 None NIA DeKalb IL USA The Natlonal Bank amp Trust

Company of Sy9amore

Michelle Carlson NIA NIA VP Operallons NIA 0004 None NIA SuQar Grove IL USA The National Bank amp Trust

Company of Sycamore

Sa_111antha J Dalley NIA NIA VP Human Resources NIA 0003 None NIA Sycamore IL USA The National Bank amp Trust

Company of Sycamore

James Dombek NIA NIA VP Personal Trust Manager NIA 0002 None NIA Sycamore IL USA The National Bank amp Trust

Company of Sycamore

Michael Hawley Geneva IL USA NIA NIA Sr VP Sr Commercial Loan Officer NIA 0005 None NIA

The Natfonal Bank amp Trust Company of Sycamore

Charles C Kaiser NIA NIA Sr VP Senior Lending Officer NIA 0007 None NIA Sycamore IL USA The National Bank amp Trust

Company of Sycamore

Karen Kupper NIA NIA SVP Chief Credit Offcer NIA 0003 None NIA Hinkley IL USA The Natonal Bank amp Trust

Company of Sycamore

Davld N McCoy NIA Treasurer SVP Chief Flnanclitl Officer NIA 0006 None NIA South Elgin IL USA The Natlonal Bank amp Trust

Company of Sycamore

Mark ODell NIA NIA VP Sr Residentlal loan Officer NIA 0000 None NIA Aurora IL USA The National Bank amp Trust

Company of Sycamore

A David VanBuren NIA NIA SVP Trust amp Investments NIA 0005 None NIA Sycamore IL USA The National Bank amp Trust

Company of Sycamore

  • FR Y-6 Cover Page
  • Report Item 1 Annual Report to Shareholders
  • Report Item 2a Organization Chart
  • Report Item 2b Domestic Branch Listing
  • Report Item 3 Securities Holders
  • Report Item 4 Insiders
Page 24: Annual Report of Holding Companies-FR Y-6/media/others/banking/...consistent and deliberate in implementing our strategic initiatives. In addition to our loan growth, our trust assets

Notes to Consolidated Financial Statements

Ill Loans cont

The following tables present the balance in the allowance for loan losses and the recorded investment in loans based on portfolio segment and impairment methods at December 31 (Dollars in thousands)

Non Residential Residential Agricultural Loans to Other

Construction Farmland Real Estate Real Estate Production Commercial Individuals Loans Unallocated Total

20 1 4 Allowance for loan losses Balance beginning of year $ 473 $ i 9 $ 700 $ i 32i $ i 4 $ 56i $ i 22 $ 30 $ - $ 3241 Provision charged to

expense (289) 68 762 (27) 2i (96) 699 2 i 2 i 351 Losses charged off (324) (i 79) (7i) (270) (i32) (971 Recoveries 34 49 i 3 i 8 i 55 23 29 Balance end of year $ 2i8 $ 87 $ i i 87 $ i i 28 $ 35 $ 4i 2 $ 706 $ i 33 $ - $ 3901

Ending balance individually evaluated for impairment $ $ $ 66 $ i 08 $ $ 3i $ $ $ - $ 20[

Ending balance collectively evaluated for impairment $ 2i 8 $ 87 $ i i 21 $ 1 020 $ 35 $ 381 $ 706 $ 1 33 $ - $ 370

Loans Ending balance $ 1 4 1 99 $20488 $1 1 5291 $ 1 37499 $ 1 2530 $45940 $ 57280 $ 5738 $ - $ 40896 Ending balance individually

evaluated for impairment $ $ $ i 68 $ 61 6 $ $ 551 $ $ $ - $ 1 33 Ending balance collectively

evaluated for impairment $14 i 99 $20488 $1 1 5 1 23 $ 1 36883 $ 1 2530 $45389 $57280 $ 5738 $ - $ 40763(

2013 Allowance for loan losses Balance beginning of year $ 243 $ 23 $ 848 $ 2040 $ 1 7 $ 456 $ 285 $ 7 $ 52 $ 397 Provision charged to

expense 230 (4) 378 1 077 (3) 630 (1 50) 1 37 (52) 224 Losses charged off (543) (i 830) (538) (203) (1 4 i ) (325t Recoveries 1 7 34 1 3 1 90 27 28

Balance end of year $ 473 $ 1 9 $ 700 $ i 32i $ i 4 $ 56i $ i 22 $ 30 $ - $ 324(

Ending balance individually evaluated for impairment $ $ $ 1 1 2 $ $ $ i 07 $ $ $ - $ 2if

Ending balance collectively evaluated for impairment $ 473 $ i 9 $ 588 $ 1 32i $ i 4 $ 454 $ i 22 $ 30 $ - $ 302middot

Loans Ending balance $i 9798 $1 7397 $i 04873 $ i 35014 $ 1 2968 $41 273 $ 42883 $ 6206 $ - $ 38041 Ending balance individually

evaluated for impairment $ $ $ 560 $ i 098 $ $ 347 $ $ $ - $ 200( Ending balance collectively

evaluated for impairment $i 9798 $ i 7397 $i 0431 3 $ i 339i 6 $ 1 2968 $40926 $42883 $ 6206 $ - $ 37840i

Notes to Consolidated Financial Statements

I I I Loans cont

Managements opinion as to the ultimate collectability of loans is subject to estimates regarding future cash flows from operations and the value of property real and personal pledged as collateral These estimates are affected by changing economic conditions and the economic prospects of borrowers

Allowance for Loan Losses The allowance for loan and lease losses (allowance) represents managements estimate of the reserve necessary to adequately account for probable losses that could ultimately be realized from current loan exposures In determining the adequacy of the allowshyance management relies predominately on a disciplined credit review and approval process The review process is directed by overall lending policy and is intended to identify at the earliest possible stage borrowers who might be facing financial difficulty

Loans for which it is probable that the Bank will not collect all principal and interest due according to the contractual terms are identishyfied as impaired The impairment for each applicable loan is quantified and specific loss exposures are allocated within the allowance Loans that are in non accrual status are generally considered impaired

A detailed analysis is performed on each loan that is not impaired but poses sufficient risk to warrant in-depth review These are loans that have been classified as substandard or are on the Banks internal watch list Due to the elevated risk inherent in these Joans management has determined that it is appropriate to quantify the potential loss within the pool of classified loans by estimating each loans collateral shortfall These collateral shortfall estimates are incorporated in the determination of the adequacy of the allowance

In estimating the risk of loss in the remaining portion of the loan portfolio identified as non-classified management establishes base Joss estimations which are derived from the historical Joss experience over the past three calendar years These base loss estimations are then adjusted after consideration ofnine different qualitative factors

Notes to Consolidated Financial Statements

IV Loan Servicing

Real estate loans serviced for others are not included in the accompanying consolidated balance sheets The risks inherent in mortgage servicing assets relate primarily to changes in prepayments that result from shifts in mortgage interest rates The unpaid principal balances of mortgage loans serviced for others was $3528 million and $3567 million at December 31 201 4 and 201 3 respectively The fair value of mortgage servicing rights at December 31 201 4 and 201 3 was approximately $31 million and $33 million respectively The fair value of servicing rights was determined using discount rates ranging from 950 to 1 000 percent and prepayment speeds principally ranging from 903 to 1 1 20 percent depending on the stratification of the specific right

The Corporation changed its method of amortizing mortgage servicing rights during 201 3 from the straight-line amortization method to a methodology based on anticipated prepayment assumptions Amortization expense for 2013 would have been $1 068 thousand if the straight-line method was used

Custodial escrow balances maintained in connection with the foregoing loan servicing and included in demand deposits were $37 million and $4 1 million at December 31 201 4 and 201 3 respectively

Following is a summary of the mortgage servicing rights capitalized and amortized (Dollars in thousands)

20 1 4 2013 2012

Balance beginning of year $ 2524 $ 21 83 $ 1 876 Mortgage servicing rights capitalized 331 847 1 31 9 Mortgage servicing rights amortized (408) 506) (1 01 2) Recorded balance end of year $ 2447 $ 2524 $ 21 83

Fair value end of year $ 31 38 $ 3273 $ 21 83

Notes to Consolidated Financial Statements

V Land Premises and Equipment

A summary of land premises and equipment by asset classification at December 31 is as follows (Dollars in thousands)

20 1 4 2013

Land $ 7895 $ 7895 Premises 1 7 697 1 8297 Furniture fixtures and equipment 7867 791 7 Vehicles 1 1 0 1 1 0

33569 34219 Accumulated depreciation (1 241 2) (1 2281) Land premises and equipment net $ 21 1 57 $ 21 938

Depreciation expense for the years ended December 31 201 4 201 3 and 201 2 was $1 4 million $1 4 million and $1 i million respectively Leasehold improvements are capitalized and depreciated using the straight-line method over the terms of the respective leases or the estimated useful lives of the improvements whichever is shorter Expected terms include lease option periods to the extent that the exercise of such options is reasonably assured

Pursuant to the terms of noncancelable lease agreements in effect at December 31 2014 pertwning to banking premises and equipment future minimum rent commitments under various operating leases are as follows for years ended December 31 (Dollars in thousands)

2015 2016 2017 201 8 2019 Thereafter Total

$ 303 $ 306 $ 1 91 $ 79 $ 79 $ 298 $ i 257

The leases contain options to extend for periods from five to 50 years The cost of exercising such options is not included above Total rent expense for the years ended December 31 201 4 201 3 and 201 2 amounted to approximately $336 $334 and $426 thousand respectively

Notes to Consolidated Financial Statements

VI Deposits

Time deposits greater than or equal to $100 thousand were $653 million and $723 million at December 31 201 4 and 201 3 respectively Interest expense on these deposits was $08 million $1 1 million and $1 4 million in 201 4 201 3 and 201 2 respectively

At December 31 2014 the scheduled maturities of time deposits are as follows (Dollars in thousands

2015 201 6 201 7 2018 2019 Total

$ 66577 $ 26867 $ 32074 $ 1 4084 $ 1 1 81 0 $ 1 51 41 2

Interest-bearing deposits at December 31 consist of the following (Dollars in thousands)

20 1 4

201 3

NOW and Money Market

$ 229355

$ 225263

Savings

$ 55301

$ 53326

Time $100000 and over

$ 65267

$ 72339

Time Other

$ 86145

$ 93065

Total

$ 436068

$ 443993

The aggregate amount of deposit overdrafts included in loans at December 31 201 4 and 201 3 was $244 and $1 91 thousand respectively

VII Borrowings

The Bank has the ability to borrow from the Federal Home Loan Bank with borrowings collateralized by first mortgage loans mulshytifamily and farmland loans under a blanket lien agreement in the amount of approximately $60 million Based on this collateral and the Banks holdings of FHLB stock the Bank is eligible to borrow up to approximately $38 million at year-end 201 4

During 201 2 and in conjunction with the purchase of 392663 treasury shares of stock the Corporation borrowed $6 million from a correspondent bank pursuant to a newly established line of credit The borrowings bear an interest rate equal to the lenders prime rate with a minimum rate of 325 At December 31 201 4 the rate was 325 and the balance outstanding was $36 million The Corporation was required to make quarterly interest-only payments on this line of credit through December 31 201 3 after which in addition to quarterly interest payments the Corporation must make equal annual principal payments of $1 2 million through December 31 201 7 when the line of credit matures There is no prepayment penalty associated with the borrowing should the Corporation decide to repay the debt prior to maturity

As of December 31 201 4 the Bank was not in compliance with one of the note covenants relating to annual return on assets The note contains certain covenants including financial covenants for the Bank which must be met at all times Should the Corporation or the Bank be found not compliant with them during the term of the note there are remedies the issuing financial institution shall have the right to enforce including that the note could become immediately due and payable The issuing financial institution has approved the noncompliance for the fourth quarter ended December 31 201 4

Notes to Consolidated Financial Statements

VI II I n come Taxes

Income taxes reflected in the consolidated statements of operations consist of the following (Dollars in thousands)

20 1 4 2013 Current payable

Federal $ 30 $ 96 State 80

Deferred tax benefit 60 1 96 Income tax expense $ 90 $ 372

The Corporations income tax expense beneflt) differed from the federal statutory rate of 34 as indicated in the following analysis

(Dollars in thousands)

20 1 4 2013

Tax based on statutory rate $ 388 $ 458 State taxes net of federal tax benefit (1 06) 53 Effect of tax-exempt income (31 0) (276) Other net 1 1 8 1 37 Income tax expense $ 90 $ 372

The Corporation has the following deferred tax assets and liabilities at December 31 (Dollars in thousands)

Deferred tax assets Deferred tax liabilities

Net deferred tax assets

20 1 4

$ 31 07 (2782)

$ 325

2013

$ 2982 (2637)

$ 345

2012

$ 1 234 727 (68)

$ 1 893

2012

$ 1 875 390 (31 4)

(58) $ 1 893

The components of deferred income taxes were principally related to the allowance for loan losses other real estate owned write-downs differences in amortization of core deposit intangible assets depreciation and mortgage servicing rights Deferred tax liabilities related to unrealized losses and gains on securities available for sale are $260 and $296 thousand at December 31 201 4 and 201 3 respectively

The Corporation files income tax returns in the US federal jurisdiction and the State of Illinois The Corporation is no longer subject to US federal or state income tax examination by tax authorities for years before 201 1

Notes to Consolidated Financial Statements

IX Employee Benefits

Substantially all employees are covered by a profit sharing plan The contribution determined in accordance with the provisions of the plan was $i 72 thousand $i 23 thousand and $207 thousand in 20i 4 20i 3 and 20i 2 respectively

Under the Corporations Employee Stock Option Plan the Corporation may grant options to its key employees for up to 1 00000 shares of common stock The exercise price of each option equals the market price of the Corporations stock on the date of grant and the options maximum term is ten years The vesting period is three years from the date of grant GAAP provisions require that compensation cost relating to share-based payment transactions be recognized in the financial statements with measurement based upon the fair value of the equity or liability instruments issued For the year ended December 3i 20i 2 the Corporation recognized $i i 3 thousand in compensation expense for stock options For the year ended December 3i 20i 3 the Corporation recognized $97 thousand in compensation expense for stock options For the year ended December 3i 20i 4 the Corporation recognized no compensation expense for stock options

The activity in the plan is summarized as follows

Outstanding at beginning of year Granted Exercised Forfeitedexpired Outstanding at end of year

Options exercisable at year-end

Non-vested options beginning of year Granted Vested Forfeitedexpired Non-vested options at year end

Shares

85998

(i 000)

84998

84998

20 1 4

Weighted Weighted Average Average

Exercise Price Contractual Term

$ 4762

3200

$ 4748

$ 4748

2 0 1 4

Number of Shares

8333

(8333)

(in years)

35

35

Weighted Average

Grant Date Fair Value

$ 3200

3200

$

2013

Weighted Weighted Shares Average Average

Exercise Price Contractual Term (in years)

88998 $ 4709

(667) 3200 (2333) 3747

85998 $ 4762 48

77665 $ 4929 4i

2013

Weighted

Number of Average

Grant Date Shares Fair Val u e

i 9333 $ 3200

(i 1 000) 3200

8333 $ 3200

The fair value of each option is estimated using Black-Scholes option-pricing model which requires the use of subjective valuation assumptions The expected volatility is based on historical volatility of the Corporations stock price The risk-free interest rates for periods within the contractual life of the awards are based on the US Treasury yield curve in effect at the time of the grant The expected life is based on historical exercise experience The dividend yield assumption is based on the Corporations history and expectation of dividend payouts There were no options granted in 20i 3 or 20i 4

At December Si 20i 4 there was no unrecognized cost related to non-vested stock options granted under the Employee Stock Option Plan

Notes to Consolidated Financial Statements

IX Emp loyee Benefits cont

The following table summarizes restricted stock activity

20 1 4 2013

Weighted Average Weighted Average Number of Grant Date Number of Grant Date

Shares Fair Value Shares Fair Value

Balance beginning of year 8959 $ 4000 $ Granted 8959 4000 Forfeited (888) 4000 Earned and issued (2250) 4000 Balance end of period 5821 $ 4000 8959 $ 4000

The fair value of the restricted stock awards is amortized to compensation expense over the vesting period (forty months) and is based on the market price of the Corporations common stock at the date of grant multiplied by the number of shares granted that are expected to vest At the date of grant the par value of the shares granted was recorded in equity as a credit to common stock and a debit to paid-in capital The weighted-average grant date fair value of restricted stock granted during the year ended December 31 201 4 was $4000 per share or $358 thousand Stock-based compensation expense for restricted stock for the year ended December 31 201 3 was $90 thousand Stock-based compensation expense for restricted stock during the year ended December 31 201 4 was $1 29 thousand Unrecognized compensation expense for non-vested restricted stock awards was $139 thousand and is expected to be recognized over a weighted average period of 34 months

X Related Party Transactions

The Bank has entered into transactions with certain directors executive officers significant stockholders and their affiliates or associshyates (related parties) Such transactions were made in the ordinary course of business on substantially the same terms and conditions including interest rate and collateral as those prevailing at the same tirne for comparable transactions with other customers and did not in the opinion of management involve more than normal credit risk or present other unfavorable features

Annual loan activity consisted of the following (Dollars in thousands

20 1 4 2013

Beginning balance $ 1 1 29 $ 1 1 63 New Joansadvances 1 94 46 Repayments (245) (80) Ending balance $ 1 078 $ 1 1 29

Deposits from related parties held by the Bank at December 31 201 4 and 201 3 amounted to $32 million and $37 million respectively

middot middot

XI Commitments and Contingencies

In the normal course of business the Bank makes various commitments and incurs certain contingent liabilities that are not reflected in the accompanying consolidated financial statements The credit risk associated with loan commitments and standby letters of credit is essentially the same as that involved with extending Joans to customers and is subject to the Banks credit policies Collateral or other security is normally not obtained for these financial instruments prior to their use and many of the commitments are expected to expire without being used

The following commitments existed at December 31 (Dollars in thousands

20 1 4 2013

Commitments to extend credit Fixed $ 33441 $ 26551 Variable 25597 24400

Standby letters of credit $ 483 $ 21 1

Notes to Consolidated Financial Statements

XII Reg u l atory M atters

The Bank is required to maintain average reserve balances with the Federal Reserve Bank based upon deposit levels and other facshytors The amount of those reserve balances for the years ended December Si 20i 4 and 20i 3 was approximately $i 00 thousand

Dividends are paid by the Corporation from its funds which are mainly provided by dividends from the Bank However national banking regulations and capital guidelines limit the amount of dividends that may be paid by banks

Banks and bank holding companies are subject to regulatory capital requirements administered by federal banking agencies Capital adequacy guidelines and additionally for banks prompt corrective action regulations involve quantitative measures of assets liabilities and certain off-balance-sheet items calculated under regulatory accounting practices Capital amounts and classificashytions are also subject to qualitative judgements by regulators Failure to meet capital requirements can initiate regulatory action Prompt corrective action provisions are not applicable to bank holding companies Furthermore the Banks regulators could require adjustments to regulatory capital not reflected in the financial statements

Prompt corrective action regulations provide five classifications well capitalized adequately capitalized undercapitalized significantly undercapitalized and critically undercapitalized although these terms are not used to represent overall financial condition If undershycapitalized capital distributions are limited as is asset growth and expansion and capital restoration plans are required

At December 3i 20i 4 the most recent notification from the Banks and Corporations regulator categorized the Bank as well capitalshyized under the regulatory framework for prompt corrective action To be categorized as well capitalized an institution must maintain minimum total risk-based Tier i risk-based and Tier i leverage ratios as set forth in the following tables There are no conditions or events since the notification that management believes have changed the Banks category The Banks and the consolidated Corporations actual capital amounts and ratios at December Si are presented in the table

Actual and required capital amounts and ratios are presented below at year-end (Dollars in thousands)

Minimum Minimum To Be For Capital Well-Capitalized

Actual Adequacy Purposes Under Bank Regulatory Capital Requirements

Amount Ratio Amount Ratio Amount Ratio 20 1 4 Total capital to risk weighted assets

Consolidated $ 56026 i 249 $ 35885 800 NIA NIA Bank 58957 i S i5 S5867 800 $ 448S4 i 000

Tier i (core) capital to risk weighted assets Consolidated 52i 2i i i 62 i 7942 400 NIA NIA Bank 55052 i 228 i 79S2 400 26898 600

Tier i (core) capital to average assets Consolidated 52 1 21 809 25768 400 NIA NIA Bank 55052 855 25908 400 S2i 94 500

20i3 Total capital to risk weighted assets

Consolidated $ 54577 i 289 $ S5995 800 NIA NIA Bank 56952 1S53 SS675 800 $ 42093 1 000

Tier 1 (core) capital to risk weighted assets Consolidated 5i S37 1 2 1 3 1 5931 400 NIA NIA Bank 5371 2 1 276 i 6838 400 25256 600

Tier 1 (core) capital to average assets Consolidated 5i 3S7 804 25306 400 NIA NIA Bank 537i 2 842 25675 400 31 895 500

Notes to Consolidated Financial Statements

XII I Earnings Per Share

The factors used in the earnings per share computation are as follows (Dollars in thousands except per share data)

20 1 4 2013 2012

Income Weighted- Per Share Income Weighted- Per Share Income Weighted- Per Share Average Amount Average Amount Average Amount Shares Shares Shares

Basic earnings per share Net income $ 1 050 1 048g23 $ 1 00 $ 976 1 043765 $ 94 $ 3622 1 352929 $ 268 Effect of assumed exercise

of stock options and restricted stock awards 1 831 9786 NIA

Diluted earnings per share Net income $ 1 050 1 050754 $ 1 00 $ 976 1 053551 $ 93 $ 3622 1 352g2g $ 268

Options to purchase 68500 68500 and 88998 shares of common stock were outstanding at December 31 201 4 201 3 and 201 2 but were not included in the computation of diluted EPS because the options exercise price was greater than the average market price of the common shares for each period

Notes to Consolidated Financial Statements

XIV Fair Val u e Measurements

ASC Topic 820 Fair Value Measurements defines fair value as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market parshyticipants at the measurement date Topic 820 also specifies a fair value hierarchy which requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value The standard describes three levels of inputs that may be used to measure fair value

Level i Quoted prices in active markets for identical assets Level 2 Observable inputs other than Level i prices such

as quoted prices for similar assets quoted prices in markets that are not active or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities

Level 3 Unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets

Following is a description of the valuation methodologies and inputs used for assets and liabilities measured at fair value on a recurring basis and recognized in the accompanying balance sheets as well as the general classification of such assets and liabilities pursuant to the valuation hierarchy

Securities Available for Sale

Securities classified as available for sale are reported at fairvalue utilizing Level 2 inputs Except for equity securities unadjusted quoted prices in active markets for identical assets are utilized to determine fair value at the measurement date which are conshysidered Level i inputs For all other securities the Corporation obtains fair value measurements from an independent pricing sershyvice The fair value measurements consider observable data that may include dealer quotes market spreads cash flows the US Treasuryyield curve live trading levels trade execution data market consensus prepayment speeds credit information and the bonds terms and conditions among other things

Certain financial assets and financial liabilities are measured at fair value on a nonrecurring basis that is the instruments are not measured at fair value on an ongoing basis but are subject to fair value adjustments in certain circumstances (for example when there is evidence of impairment) At December 3i 20i 3 other real estate owned measured at fair value was $7 5 million using a combination of observable inputs including recent appraisshyals and unobservable inputs based on customized discounting criteria Due to the significance of the unobservable inputs all other real estate owned fair values have been classified as Level 3 Rnancial assets and financial liabilities excluding impaired Joans measured at fair value on a nonrecurring basis were not significant at December 31 201 4 and 2013

The following tables summarize financial assets measured at fair value at December 31 segregated by the level of the valuation inputs within the fair value hierarchy utilized to measure fair value (Dollars in thousands)

Level 1 Level 2 Level 3 Total 20 1 4 Inputs Inputs Inputs Fair Value Recurring

$ Equity securities $ 456 $ $ 456 Securities available for sale $ $ i 27768 $ $ 1 27768

Nonrecurring $ Impaired Joans $ $ 1 069 $ 1 069

other real estate owned $ $ $ 3375 $ 3375

201 3 Recurring

$ $ Equity securities $ 2405 $ 2405 Securities available for sale $ $ i 4706i $ $ 1 4706i

Nonrecurring $ Impaired loans $ $ 91 6 $ 9 1 6

Other real estate owned $ $ $ 832 $ 832

Notes to Consolidated Financial Statements

XI Fair Value of Financial Instruments

The canying amount and fair value of the Corporations other financial instruments at December 31 are set forth below (Dollars in thousands)

Financial assets Cash and cash equivalents Restricted stock -Loans held for sale Loans net Accrued interest receivable

Financial liabilities Deposits Other borrowings Accrued interest payable

Commitments to orginate loans

Letters of credit

Lines of credit

Forward sale commitments

Carrying Amount

$ 2671 5 1 647 2432

405059 3369

$ 548940 3600

52

2014 201 3

Fair Value Carrying Amount

$ 2671 5 $ 36838 1 647 1 494 2432 5902

405027 377172 3369 2820

$ 51 3334 $ 549645 3600 4800

52 66

Fair Value

$ 36838 1 494 5902

377166 2820

$ 502487 4800

66

Notes to Consolidated Financial Statements

XV Fair Val u e of Financial Instrum ents cont

Nonrecurring Measurements Following is a description of the valuation methodologies and inputs used for assets measured at fair value on a nonrecurring basis and recognized in the accompanying balance sheets as well as the general classification of such assets pursuant to the valuation hierarchy For assets classified within Level 3 of the fair value hierarchy the process used to develop the reported fair value is described below

Other Real Estate Owned Other real estate owned (OREO) is carried at fair value Jess estimated cost to sell when the real estate is acquired Estimated fair value of OREO is based on appraisals or evaluations OREO is classified within Level 3 of the fair value hierarchy

Appraisals of OREO are obtained when the real estate is acquired and subsequently as deemed necessary by the Banks manageshyment Appraisals are reviewed for accuracy and consistency by the Bank Appraisers are selected from the list of approved appraisers maintained by management

Collateral-dependent Impaired Loans Net of ALLL The estimated fair value of collateral-dependent impaired Joans is based on the appraised fair value of the collateral Jess estimated cost to sell Collateral-dependent impaired Joans are classified within Level 3 of the fair value hierarchy

The Bank considers the appraisal or evaluation as the starting point for determining fair value and then considers other factors and events in the environment that may affect the fair value Appraisals of the collateral underlying collateral-dependent Joans are obtained when the loan is determined to be collateral-dependent and subsequently as deemed necessary by the Banks management Appraisals are reviewed for accuracy and consistency by the Bank Appraisers are selected from the list of approved appraisers mainshytained by management The appraised values are reduced by discounts to consider lack of marketability and estimated cost to sell if repayment or satisfaction of the Joan is dependent on the sale of the collateral These discounts and estimates are developed by the credit department by comparison to historical results

Notes to Consolidated Financial Statements

XV Fair Val ue of Financial Instruments cont

Unobservable (Level 3) Inputs The following table presents quantitahve information about unobservable inputs used in recurring and nonrecurring Level s fair value measurements other than goodwill (Dollars in thousands)

Other real estate owned

middot Collateral-dependent impaired loans

Other real estate owned

Collateral-dependent impaired loans

Fair Value at 123 114

$ 3375

$ 1 069

Fair Value at 123113

$ 832

$ 91 6

Sensitivity of Significant U nobservable Inputs The following is a discussion of the sensitivity of significant unobshyservable inputs the interrelationships between those inputs and other unobservable inputs used in recurring fair value measureshyment and of how those inputs might magnify or mitigate the effect of changes in the unobservable inputs on the fair value measurement

The following follows the Fair value table The following methods were used to estimate the fair value of all other financial instruments recognized in the accompanying balshyance sheet at amounts other than fair value

Cash and Cash Equivalents The carrying amount approximates fair value

Loans Held For Sale The carrying amount approximates fair value due to the insigshynificant time between origination and date of sale The carrying amount is the amount funded and accrued interest

Loans

Fair value is estimated by discounting the future cash flows using the market rates at which similar notes would be made to borshyrowers with similar credit ratings and for the same remaining maturities The market rates used are based on current rates the Bank would impose for similar loans and reflect a market parshyticipant assumption about risks associated with nonperformance illiquidity and the structure and term of the loans along with local economic and market conditions

Restricted Stock Fair value is estimated at book value due to restrictions that limit the sale or transfer of such securities

Valuation Unobservable Range Technique Inputs (Weighted

Market comparable Comparability Average)

properties adjustments () Not available

Market comparable Marketability properties discount 1 0 - 1 5 (1 2)

Valuation U nobservable Range Technique Inputs (Weighted

Market comparable Comparability Average)

properties adjustments () Not available

Market comparable Marketability properties discount 1 0 - 1 5 (1 2)

Accrued Interest Receivable and Payable

The carrying amount approximates fair value The carrying amount is determined using the interest rate balance and last payment date

Deposits and Other Borrowings Fair value of term deposits is estimated by discounting the future cash flows using rates of similar deposits with similar maturities The market rates used were obtained from a knowledgeable independent third party and reviewed by the Corporation The rates were the average of current rates offered by local competishytors of the bank subsidiaries

The estimated fair value of demand NOW savings money marshyket deposits and other borrowings is the book value since rates are regularly adjusted to market rates and amounts are payable on demand at the reporting date

Commitments to Originate Loans Forward Sale Commitments Letters of Credit and Lines of Credit The fair value of commitments to originate loans is estimated using the fees currently charged to enter into similar agreements taking into account the remaining terms of the agreements and the present creditworthiness of the counterparties For fixedshyrate loan commitments fair value also considers the difference between current levels of interest rates and the committed rates

The fair value of commitments to sell securities is estimated based on current market prices for securities of similar terms and credit quality

The fair values of letters of credit and lines of credit are based on fees currently charged for similar agreements or on the estimated cost to terminate or otherwise settle the obligations with the counterparties at the reporting date

Notes to Consolidated Financial Statements

XVI Accumul ated Comprehensive Income (Loss)

The components of accumulated other comprehensive income loss) included in stockholders equity are as follows (Dollars in thousands)

Net unrealized gains (Joss) on available for sale securities Tax effect Net-of-tax amount

20 1 4

$ 766 (260)

$ 506

2013

$ (871) 296

$ (575)

Amounts reclassified from accumulated other comprehensive income and the affected line items in the statements of income during the years ended December 31 were as follows

Affected line item in 20 1 4 2013 2012 the statements of

income

Net realized gains of Unrealized gains on securities available for sale $ 368 $ 434 $ 2084 sales of available for-sale

securities

Tax effect (1 26) (i 48) (709) Income taxes Total reclassification out of accumulated other comprehensive income $ 242 $ 286 $ 1 375 Net reclassified

amount

XVII Goodwill and Acquired Intangible Assets

The Corporations goodwill and intangible assets are as follows There was no Impairment of goodwill or intangible assets in 2014 or 2013 (Dollars in thousands)

20 1 4 2013

Goodwill $ 3265 $ 3265 Core deposit intangibles $ 1 805 $ 1 805 Non-compete agreement 375 375 Intangible assets 21 80 2 180 Less accumulated amortization 2 180 2090

Total intangible assets $ $ 90

Aggregate amortization expense for years ended December 31 2014 201 3 and 201 2 was $90 $181 and $1 80 thousand respectively

XVI II Subsequent Events

Management evaluated subsequent events through February 27 201 5 the date the consolidated financial statements were available to be issued Events or transactions occurring after December 31 2014 but prior to February 27 2015 that provided additional evidence about conditions that existed at December 31 2014 have been recognized in the consolidated financial statements for the year ended December 31 2014 Events or transactions that provided evidence about conditions that did not exist at December 31 201 4 but arose before the consolidated financial statements were available to be issued have not been recognized in the consolidated financial statements for the year ended December 31 2014

This information is an Integral part of the accompanying consolidated financial statements

Independent Auditors Report

CPAs amp Advisors

Board of Directors

NI Bancshares Corporation

Sycamore Illinois

We have audited the accompanying consolidated financial statements of NI Bancshares Corporation which comprise

the consolidated balance sheets as of December 3 1 2014 and 2013 and the related consolidated statements of income

comprehensive income (loss) stockholders equity and cash flows for the years ended December 3 1 2014 2013 and 2012 and the related notes to the consolidated financial statements

Managements Responsibility for the Financial Statements

Management is responsible for the preparation and fair presentation of these consolidated financial statements in accordance

with accounting principles generally accepted in the United States of America this includes the design implementation and

maintenance of internal control relevant to the preparation and fair presentation of consolidated financial statements that are

free from material misstatement whether due to fraud or error

Auditors Responsibility

Our responsibility is to express an opinion on these consolidated financial statements based on our audits We conducted our

audits in accordance with auditing standards generally accepted in the United States of America Those standards require that

we plan and perform the audit to obtain reasonable assurance about whether the consolidated financial statements are free from material misstatement

An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the consolidated

financial statements The procedures selected depend on the auditors judgment including the assessment of the risks of material misstatement of the consolidated financial statements whether due to fraud or error In making those risk

assessments the auditor considers internal control relevant to the Corporations preparation and fair presentation of the

consolidated financial statements in order to design audit procedures that are appropriate in the circumstances but not for

the purpose of expressing an opinion on the effectiveness of the Corporations internal control Accordingly we express no

such opinion An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of

significant accounting estimates made by management as well as evaluating the overall presentation of the consolidated

financial statements

We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion

Opinion In our opinion the consolidated financial statements referred to above present fairly in all material respects the financial position of NI Bancshares Corporation as of December 3 1 2014 and 2013 and the results of its operations and cash flows

for the years ended December 3 1 2014 2013 and 2012 in accordance with accounting principles generally accepted in the United States of America

Decatur Illinois February 27 2015

PRESID ENT I CEO Michael A Cullen

BUSI NESS BANKING Charles C Kaiser Senior Vice President - Business Banking

Michael A Hawley Senior Vice President - Senior Commercial Loan Officer

Grant M Goltz Vice President - Commercial Loan Officer

Lucas G Goucher Vice President - Commercial Loan Officer

Nicholas D Lee Vlce President - Commercial Loan Officer

Robert W Mason Vice President - Commercial Loan Officer

Timothy J Meyer Vice President - Commercial Loan Officer

Sheela Prahlad Vice President - Commercial Loan Officer

CREDIT D EPARTMENT

Karen A Kuppler Senior Vice President - Chief Credit Officer

Gerald W Brantner Vice President - Senior Collector

CONSUM ER BANKING RESIDENTIAL LENDING ORIGINATION

Mark R ODell Vice President - Senior Retail Loan Officer

CONS U M ER BANKING Bradley V Brown Senior Vice President - Consumer Banking (Security Officer)

Terrence M Duffy Senior Vice President - Consumer Banking Division Manager

Ishmael M McGhee Vice President - Consumer Banking Division Manager

Frank P Turza Vice President - Consumer Banking Division Manager

Directory of NBamp T

TRUST D EPARTMENT R David Van Buren Senior Vice President - Trust amp Investments

Stephen J Colianni Vice President -Trust Investment Officer

Stephen G Corcoran Vice President - Employee Benefits Manager

Karen J Daleo Vice President - Trust Tax Manager amp Assistant Secretary

James J Dombek Vice President - Personal Trust Manager amp Secretary

Kathryn J Johnson Vice President -Trust Administrator

Thomas M Sullivan Vice President - Trust Administrator

Carolyn S Swafford Vice President - Trust Administrator

FAR M SERVIC E DEPARTM ENT Scott R Pumroy Vice President - Farm Service Department Manager

OPERATIONS D EPARTMENT

Michelle R Carlson Vice President - Operations

Hien Van Do Vice President - Core Banking Systems Administrator

ACCOUNTING DEPARTM ENT David N McCoy Senior Vice President - Chief Financial Officer

BRAND amp MARKETING Tami J Armstrong Vice President - Brand amp Marketing

H U MAN RESOU RCES Samantha J Dailey Vice President - Human Resources

AUDITING DEPARTMENT Sarah M Taylor Vice President - Internal Audit

EXHIBIT 2A

NI BANCSHARES CORPORATIONS ORGANIZATIONAL CHART

NI BANCSHARES CORPORATIO N

230 W STATE ST SYCAMORE IL 601 78

State of Incorporation = Delaware

1 00

THE NATIONAL BAN K amp TRUST COMPANY OF SYCAMORE

230 W STATE ST SYCAMOR_E IL 601 78

hsults A list of branches for your depostorv nstftution NATIONAL BANK amp TRUST COMPANY OF SYCAMOftE THE (ID_RSSO 534345)

This depository fnstltutlon fs held by NI BANCSHARES CORPORATION (1827893) of SYCAMORE IL

The data are as of 12312014 Data reflects Information that was received and procMsed through 01072JJ1S

Reconciliation and YerfCtton Steps

1 In the Data Action column of each brmch row enter one or more of the actions specifild hilow 2 If required enter the date In the Effective te column

Actions

OK If the branch Information Is COfTect enter OK in the Data Action column

Chan1e If the branch Information Is incorrlCt or Incomplete revrse the data enter Change In the Data Action column and the date when this lnformaUon first beame valid Jn the Etfedive Oatbull column

Cose If a branch llsted was sold or closed enter dose In the Data Action column and thl ule or closure date In the Effective Date column Delete If a branch listed was never owned by th(s depository Institution enter Delltl In thl Oatbull Action column

Add lfa reportable branch Is missing Insert a row add the branch data and enter Add in thl Data Action column and the opening or acquisition date In the Effective Date laquo)lumn

If printing this lrst you may need to adjust your page setup in MS Excel Try uslng landscape orientation p1ae scaling andor liegal sl1ed pa pier

Submission Procedure

When you a finiihed send a savied copy to your FRB contact See the det1iled lmtructions on this site for more Information

If vou are ie-malllng this to your FRB contAct put your Institution name dtyand state In thie subjtct line of the e-mail

Note To satisfy the FR YmiddotlO portln1 rirements you must also submit FR Ymiddot10 Oomes-tic Branch Schedules for each bninch with a Ot Attlon of nae Close Deletl or Add

The FR fmiddotlO rieport may be submitted in a hardcopy format or via the FR Y-10 Online application middot httpsylOonlinefederalreservegov

bull FDIC UNINUM Office Number and ID_RSSD columns are for reference only Verification of these values Is not required

- Effecdw Ote Branch Service Type Bnnch ID Rssobull Popular Name Street Address City NATIONAL BANK amp TRUST COMPANY Of

OK Fun servlCI (Head Offitt) 53045 SYCAMORE THE 230 WEST STATE STREET SYCAMORE

OK Full Service 3310232 2290 SYCAMORE ROAD OfFICE 2290 SYCAMORE ROAD DEKALB

OK Full lce 3735255 BANCO NBampT BRANCH 1029 PLEASANT STREET DEKALB

OK Fullservice 354132 NSampT SQUARE BRANCH 130 WEST LINCOLN HIGHWAY DEKAlB

OK Full Service 3735246 ELBURN BRANCH 930 NORTH MAJN STREET ELBURN

OK Full Service 3310241 GENOA BRANCH 601 PEARSON DRIVE GfNOA

OK Full service 2192507 200 NORTH MAIN STREET OfFICE 200 NORTH MAIN STREET UtANO

OK full Service 4394873 SANDWlCH BRANCH 321 E OIURCH STREET SANDWlCH

OK Fullice 2D8577S SERENA BRANCH US HIGHWAY 52 SOMONAUK ROAD SERENA

OK Full Service 2431457 1425 DEKAl8 AVENUE BRANCH 1425 DEKALB AVENUE SYCAMORE

St1te

IL

IL

IL

IL

IL

IL

IL

IL

IL

IL

Zip Code Countv

60178 DEKALB

60US DEKALB

60115 DEKALB

60U5 DEKALB

60119 KANE

60135 DEKALB

60531 IASAllE

60548 DEKALB

60549 LA SAUE

60178 DEKALB

Country FDIC UNINUMbull Office Numberbull Hbullad Office Head Office ID_RSSD Comments

NATIONAL BANK amp TRUST COMPANY Of

UNITED STATES 6414 0 SYCAMORE THE 534345 NATIONAL BANK amp TRUST COMPANY OF

UNITED STATES 221714 2 SYCAMORE THE 534345 NATIONAL BANK amp TRUST COMPANY Of

UNITpound0 STATES 475977 9 SYCAMORE THE 534345

NATIONAL BANK amp TRUST COMPANY OF

UNITED STATES 10484 5 SYCAMORE THE 534345 NATIONAL BANK amp TRUST COMPANY OF

UNITED SfATES 475976 8 SYCAMORE THE 534345

NATIONAL BANK amp TRUST COMPANY OF

UNITED STATES 424666 4 SYCAMORE THE 534345 NATIONAL BANK amp TRUST COMPANY OF

UNITED STATES 237859 7 SYCAMOftE THE 534345 NATIONAL BANK amp TRUST COMPANY Of

UNITED STAttS 530108 10 SYCAMORE THE 534345 NATIONAL BANK amp TRUST COMPANY Of

UNITED STATES 2318S8 6 SYCAMORE THE 534345 NATIONAL BANK amp TRUST COMPANY OF

UN ITED STATES 264332 1 SYCAMORE THE 534345

Re ort Item 3 Securities Holders

FR Y-6

NI Bancshares Corporation

Sycamore IL

Fiscal Year Ending December 3 1 201 4

Current Securities Holders with ownership control or holdings of 5 or more with power to vote as-of fiscal year end

Securities Holders not listed in 3(1 )(a) through (3)(1 )(c) that had

ownership control or holdings of 5 or more with power to vote

during the fiscal year

(1 )(a)

Name amp Address (City

State Country)

James W Dutton

Tulsa OK USA

Jane Danielson

Freeport ME USA

Anne Pick

St Paul MN USA

(1 )(b)

Country of

Citizenship or

Incorporation

USA

USA

USA

(1 )(c) Number and

Percentage of Each

Class of Voting

Securities

62324 shares 594

84563 shares 806

88480 shares 843

(2)(a) (2)(b)

Country of

Name amp Address Citizenship or

(City State Country) Incorporation

(2)(c) Number and

Percentage of Each

Class of Voting

Securities

FA Y--6

NI Bancshares Corporation Sycamore ll

Ascal Year Ending December 311 2014

(1) (2) (3)(bull) (3)(b) (3)(o) (4)(bull) (4)(b) (4)(o) Percentage of List names of other companies

Percentage of Voting Securities Includeamp partnerships) If 25 or more Voting Securities ln Subsidiaries of voting securftles are held (list

Names amp Address Principal Occupation II other than Title amp Position with Title amp Position with Subsidiaries Title amp Position with Other Businesses Jn Holding (Include names names ol companies and percentage of

(City State Country) with Holding Company Holding Company (Include names of subsidiaries) (Include names ol other businesses) Company of subsidiaries) voting securltles held)

Michael A Cullen NIA Director President amp CEO Director President amp CEO NIA 018 None NIA Sycamore IL USA The National Bank amp Trust

Company of Sycamore

Richard N Anderson President - Anderson Director Director President 159 None Anderson Funeral Home Ltd (100) DeKalb JL USA Funeral Home Ltd The Natrona[ Bank amp Trust Anderson Funeral Home Ltd

Company of Sycamore

John H Boles NIA Director Retired Trust Officer NIA 149 None NIA Sycamore IL USA The National Bank amp Trust

Company of Sycamore

Evelina J Cichy Retired Vice President of Instruction Director Director NA 015 None NIA DeKalb IL USA Klshwaukee College The Natrona Bank amp Trust

Company of Sycamore

James W Dutton CFO Macrosolva lnc Chairman of the Board Chairman of the Board CFO Macrosolve lnc 594 None NIA Tulsa OK USA The Natonal Bank amp Trust

Company of Sycamore

Robert B Johnson Partner - Johnson Farms Director Director Partner 063 None Johnson Farms (40) DeKalb IL USA The National Bank amp Trust Johnson Farms

Company of Sycamore

Robert C Johnson NIA Director Director NIA 034 None NIA DeKalb IL USA The National Bank amp Trust

Company of Sycamore

Kevin P Poorten President amp CEO - Kish Health Syse Director Director NA 005 None NIA DeKalb IL USA The National Bank amp Trust

Company of Sycamore

Douglas C Roberts Private Investor Director Director PresidentmiddotZea mays Holdings LLC 382 None Zea mays Holdngs LLC (100) Sycamore IL USA The National Bank amp Trust

Company of Sycamore

Tmothy P Suter President amp CEO - Suter Company Director Director NA 002 None NIA Sycamore IL USA The Natlonal Bank amp Trust

Company of Sycamore

Report lem 4 Insiders -PAGE 2 of 2

Tami Armstrong NIA NIA VP Brand amp Marketng NIA 0005 None NIA Sycamore IL USA The Natonal Bank amp Trust

Company of Sycamore

Bradley V Brown NIA NIA SVP Consumer Banking NIA 0004 None NIA DeKalb IL USA The Natlonal Bank amp Trust

Company of Sy9amore

Michelle Carlson NIA NIA VP Operallons NIA 0004 None NIA SuQar Grove IL USA The National Bank amp Trust

Company of Sycamore

Sa_111antha J Dalley NIA NIA VP Human Resources NIA 0003 None NIA Sycamore IL USA The National Bank amp Trust

Company of Sycamore

James Dombek NIA NIA VP Personal Trust Manager NIA 0002 None NIA Sycamore IL USA The National Bank amp Trust

Company of Sycamore

Michael Hawley Geneva IL USA NIA NIA Sr VP Sr Commercial Loan Officer NIA 0005 None NIA

The Natfonal Bank amp Trust Company of Sycamore

Charles C Kaiser NIA NIA Sr VP Senior Lending Officer NIA 0007 None NIA Sycamore IL USA The National Bank amp Trust

Company of Sycamore

Karen Kupper NIA NIA SVP Chief Credit Offcer NIA 0003 None NIA Hinkley IL USA The Natonal Bank amp Trust

Company of Sycamore

Davld N McCoy NIA Treasurer SVP Chief Flnanclitl Officer NIA 0006 None NIA South Elgin IL USA The Natlonal Bank amp Trust

Company of Sycamore

Mark ODell NIA NIA VP Sr Residentlal loan Officer NIA 0000 None NIA Aurora IL USA The National Bank amp Trust

Company of Sycamore

A David VanBuren NIA NIA SVP Trust amp Investments NIA 0005 None NIA Sycamore IL USA The National Bank amp Trust

Company of Sycamore

  • FR Y-6 Cover Page
  • Report Item 1 Annual Report to Shareholders
  • Report Item 2a Organization Chart
  • Report Item 2b Domestic Branch Listing
  • Report Item 3 Securities Holders
  • Report Item 4 Insiders
Page 25: Annual Report of Holding Companies-FR Y-6/media/others/banking/...consistent and deliberate in implementing our strategic initiatives. In addition to our loan growth, our trust assets

Notes to Consolidated Financial Statements

I I I Loans cont

Managements opinion as to the ultimate collectability of loans is subject to estimates regarding future cash flows from operations and the value of property real and personal pledged as collateral These estimates are affected by changing economic conditions and the economic prospects of borrowers

Allowance for Loan Losses The allowance for loan and lease losses (allowance) represents managements estimate of the reserve necessary to adequately account for probable losses that could ultimately be realized from current loan exposures In determining the adequacy of the allowshyance management relies predominately on a disciplined credit review and approval process The review process is directed by overall lending policy and is intended to identify at the earliest possible stage borrowers who might be facing financial difficulty

Loans for which it is probable that the Bank will not collect all principal and interest due according to the contractual terms are identishyfied as impaired The impairment for each applicable loan is quantified and specific loss exposures are allocated within the allowance Loans that are in non accrual status are generally considered impaired

A detailed analysis is performed on each loan that is not impaired but poses sufficient risk to warrant in-depth review These are loans that have been classified as substandard or are on the Banks internal watch list Due to the elevated risk inherent in these Joans management has determined that it is appropriate to quantify the potential loss within the pool of classified loans by estimating each loans collateral shortfall These collateral shortfall estimates are incorporated in the determination of the adequacy of the allowance

In estimating the risk of loss in the remaining portion of the loan portfolio identified as non-classified management establishes base Joss estimations which are derived from the historical Joss experience over the past three calendar years These base loss estimations are then adjusted after consideration ofnine different qualitative factors

Notes to Consolidated Financial Statements

IV Loan Servicing

Real estate loans serviced for others are not included in the accompanying consolidated balance sheets The risks inherent in mortgage servicing assets relate primarily to changes in prepayments that result from shifts in mortgage interest rates The unpaid principal balances of mortgage loans serviced for others was $3528 million and $3567 million at December 31 201 4 and 201 3 respectively The fair value of mortgage servicing rights at December 31 201 4 and 201 3 was approximately $31 million and $33 million respectively The fair value of servicing rights was determined using discount rates ranging from 950 to 1 000 percent and prepayment speeds principally ranging from 903 to 1 1 20 percent depending on the stratification of the specific right

The Corporation changed its method of amortizing mortgage servicing rights during 201 3 from the straight-line amortization method to a methodology based on anticipated prepayment assumptions Amortization expense for 2013 would have been $1 068 thousand if the straight-line method was used

Custodial escrow balances maintained in connection with the foregoing loan servicing and included in demand deposits were $37 million and $4 1 million at December 31 201 4 and 201 3 respectively

Following is a summary of the mortgage servicing rights capitalized and amortized (Dollars in thousands)

20 1 4 2013 2012

Balance beginning of year $ 2524 $ 21 83 $ 1 876 Mortgage servicing rights capitalized 331 847 1 31 9 Mortgage servicing rights amortized (408) 506) (1 01 2) Recorded balance end of year $ 2447 $ 2524 $ 21 83

Fair value end of year $ 31 38 $ 3273 $ 21 83

Notes to Consolidated Financial Statements

V Land Premises and Equipment

A summary of land premises and equipment by asset classification at December 31 is as follows (Dollars in thousands)

20 1 4 2013

Land $ 7895 $ 7895 Premises 1 7 697 1 8297 Furniture fixtures and equipment 7867 791 7 Vehicles 1 1 0 1 1 0

33569 34219 Accumulated depreciation (1 241 2) (1 2281) Land premises and equipment net $ 21 1 57 $ 21 938

Depreciation expense for the years ended December 31 201 4 201 3 and 201 2 was $1 4 million $1 4 million and $1 i million respectively Leasehold improvements are capitalized and depreciated using the straight-line method over the terms of the respective leases or the estimated useful lives of the improvements whichever is shorter Expected terms include lease option periods to the extent that the exercise of such options is reasonably assured

Pursuant to the terms of noncancelable lease agreements in effect at December 31 2014 pertwning to banking premises and equipment future minimum rent commitments under various operating leases are as follows for years ended December 31 (Dollars in thousands)

2015 2016 2017 201 8 2019 Thereafter Total

$ 303 $ 306 $ 1 91 $ 79 $ 79 $ 298 $ i 257

The leases contain options to extend for periods from five to 50 years The cost of exercising such options is not included above Total rent expense for the years ended December 31 201 4 201 3 and 201 2 amounted to approximately $336 $334 and $426 thousand respectively

Notes to Consolidated Financial Statements

VI Deposits

Time deposits greater than or equal to $100 thousand were $653 million and $723 million at December 31 201 4 and 201 3 respectively Interest expense on these deposits was $08 million $1 1 million and $1 4 million in 201 4 201 3 and 201 2 respectively

At December 31 2014 the scheduled maturities of time deposits are as follows (Dollars in thousands

2015 201 6 201 7 2018 2019 Total

$ 66577 $ 26867 $ 32074 $ 1 4084 $ 1 1 81 0 $ 1 51 41 2

Interest-bearing deposits at December 31 consist of the following (Dollars in thousands)

20 1 4

201 3

NOW and Money Market

$ 229355

$ 225263

Savings

$ 55301

$ 53326

Time $100000 and over

$ 65267

$ 72339

Time Other

$ 86145

$ 93065

Total

$ 436068

$ 443993

The aggregate amount of deposit overdrafts included in loans at December 31 201 4 and 201 3 was $244 and $1 91 thousand respectively

VII Borrowings

The Bank has the ability to borrow from the Federal Home Loan Bank with borrowings collateralized by first mortgage loans mulshytifamily and farmland loans under a blanket lien agreement in the amount of approximately $60 million Based on this collateral and the Banks holdings of FHLB stock the Bank is eligible to borrow up to approximately $38 million at year-end 201 4

During 201 2 and in conjunction with the purchase of 392663 treasury shares of stock the Corporation borrowed $6 million from a correspondent bank pursuant to a newly established line of credit The borrowings bear an interest rate equal to the lenders prime rate with a minimum rate of 325 At December 31 201 4 the rate was 325 and the balance outstanding was $36 million The Corporation was required to make quarterly interest-only payments on this line of credit through December 31 201 3 after which in addition to quarterly interest payments the Corporation must make equal annual principal payments of $1 2 million through December 31 201 7 when the line of credit matures There is no prepayment penalty associated with the borrowing should the Corporation decide to repay the debt prior to maturity

As of December 31 201 4 the Bank was not in compliance with one of the note covenants relating to annual return on assets The note contains certain covenants including financial covenants for the Bank which must be met at all times Should the Corporation or the Bank be found not compliant with them during the term of the note there are remedies the issuing financial institution shall have the right to enforce including that the note could become immediately due and payable The issuing financial institution has approved the noncompliance for the fourth quarter ended December 31 201 4

Notes to Consolidated Financial Statements

VI II I n come Taxes

Income taxes reflected in the consolidated statements of operations consist of the following (Dollars in thousands)

20 1 4 2013 Current payable

Federal $ 30 $ 96 State 80

Deferred tax benefit 60 1 96 Income tax expense $ 90 $ 372

The Corporations income tax expense beneflt) differed from the federal statutory rate of 34 as indicated in the following analysis

(Dollars in thousands)

20 1 4 2013

Tax based on statutory rate $ 388 $ 458 State taxes net of federal tax benefit (1 06) 53 Effect of tax-exempt income (31 0) (276) Other net 1 1 8 1 37 Income tax expense $ 90 $ 372

The Corporation has the following deferred tax assets and liabilities at December 31 (Dollars in thousands)

Deferred tax assets Deferred tax liabilities

Net deferred tax assets

20 1 4

$ 31 07 (2782)

$ 325

2013

$ 2982 (2637)

$ 345

2012

$ 1 234 727 (68)

$ 1 893

2012

$ 1 875 390 (31 4)

(58) $ 1 893

The components of deferred income taxes were principally related to the allowance for loan losses other real estate owned write-downs differences in amortization of core deposit intangible assets depreciation and mortgage servicing rights Deferred tax liabilities related to unrealized losses and gains on securities available for sale are $260 and $296 thousand at December 31 201 4 and 201 3 respectively

The Corporation files income tax returns in the US federal jurisdiction and the State of Illinois The Corporation is no longer subject to US federal or state income tax examination by tax authorities for years before 201 1

Notes to Consolidated Financial Statements

IX Employee Benefits

Substantially all employees are covered by a profit sharing plan The contribution determined in accordance with the provisions of the plan was $i 72 thousand $i 23 thousand and $207 thousand in 20i 4 20i 3 and 20i 2 respectively

Under the Corporations Employee Stock Option Plan the Corporation may grant options to its key employees for up to 1 00000 shares of common stock The exercise price of each option equals the market price of the Corporations stock on the date of grant and the options maximum term is ten years The vesting period is three years from the date of grant GAAP provisions require that compensation cost relating to share-based payment transactions be recognized in the financial statements with measurement based upon the fair value of the equity or liability instruments issued For the year ended December 3i 20i 2 the Corporation recognized $i i 3 thousand in compensation expense for stock options For the year ended December 3i 20i 3 the Corporation recognized $97 thousand in compensation expense for stock options For the year ended December 3i 20i 4 the Corporation recognized no compensation expense for stock options

The activity in the plan is summarized as follows

Outstanding at beginning of year Granted Exercised Forfeitedexpired Outstanding at end of year

Options exercisable at year-end

Non-vested options beginning of year Granted Vested Forfeitedexpired Non-vested options at year end

Shares

85998

(i 000)

84998

84998

20 1 4

Weighted Weighted Average Average

Exercise Price Contractual Term

$ 4762

3200

$ 4748

$ 4748

2 0 1 4

Number of Shares

8333

(8333)

(in years)

35

35

Weighted Average

Grant Date Fair Value

$ 3200

3200

$

2013

Weighted Weighted Shares Average Average

Exercise Price Contractual Term (in years)

88998 $ 4709

(667) 3200 (2333) 3747

85998 $ 4762 48

77665 $ 4929 4i

2013

Weighted

Number of Average

Grant Date Shares Fair Val u e

i 9333 $ 3200

(i 1 000) 3200

8333 $ 3200

The fair value of each option is estimated using Black-Scholes option-pricing model which requires the use of subjective valuation assumptions The expected volatility is based on historical volatility of the Corporations stock price The risk-free interest rates for periods within the contractual life of the awards are based on the US Treasury yield curve in effect at the time of the grant The expected life is based on historical exercise experience The dividend yield assumption is based on the Corporations history and expectation of dividend payouts There were no options granted in 20i 3 or 20i 4

At December Si 20i 4 there was no unrecognized cost related to non-vested stock options granted under the Employee Stock Option Plan

Notes to Consolidated Financial Statements

IX Emp loyee Benefits cont

The following table summarizes restricted stock activity

20 1 4 2013

Weighted Average Weighted Average Number of Grant Date Number of Grant Date

Shares Fair Value Shares Fair Value

Balance beginning of year 8959 $ 4000 $ Granted 8959 4000 Forfeited (888) 4000 Earned and issued (2250) 4000 Balance end of period 5821 $ 4000 8959 $ 4000

The fair value of the restricted stock awards is amortized to compensation expense over the vesting period (forty months) and is based on the market price of the Corporations common stock at the date of grant multiplied by the number of shares granted that are expected to vest At the date of grant the par value of the shares granted was recorded in equity as a credit to common stock and a debit to paid-in capital The weighted-average grant date fair value of restricted stock granted during the year ended December 31 201 4 was $4000 per share or $358 thousand Stock-based compensation expense for restricted stock for the year ended December 31 201 3 was $90 thousand Stock-based compensation expense for restricted stock during the year ended December 31 201 4 was $1 29 thousand Unrecognized compensation expense for non-vested restricted stock awards was $139 thousand and is expected to be recognized over a weighted average period of 34 months

X Related Party Transactions

The Bank has entered into transactions with certain directors executive officers significant stockholders and their affiliates or associshyates (related parties) Such transactions were made in the ordinary course of business on substantially the same terms and conditions including interest rate and collateral as those prevailing at the same tirne for comparable transactions with other customers and did not in the opinion of management involve more than normal credit risk or present other unfavorable features

Annual loan activity consisted of the following (Dollars in thousands

20 1 4 2013

Beginning balance $ 1 1 29 $ 1 1 63 New Joansadvances 1 94 46 Repayments (245) (80) Ending balance $ 1 078 $ 1 1 29

Deposits from related parties held by the Bank at December 31 201 4 and 201 3 amounted to $32 million and $37 million respectively

middot middot

XI Commitments and Contingencies

In the normal course of business the Bank makes various commitments and incurs certain contingent liabilities that are not reflected in the accompanying consolidated financial statements The credit risk associated with loan commitments and standby letters of credit is essentially the same as that involved with extending Joans to customers and is subject to the Banks credit policies Collateral or other security is normally not obtained for these financial instruments prior to their use and many of the commitments are expected to expire without being used

The following commitments existed at December 31 (Dollars in thousands

20 1 4 2013

Commitments to extend credit Fixed $ 33441 $ 26551 Variable 25597 24400

Standby letters of credit $ 483 $ 21 1

Notes to Consolidated Financial Statements

XII Reg u l atory M atters

The Bank is required to maintain average reserve balances with the Federal Reserve Bank based upon deposit levels and other facshytors The amount of those reserve balances for the years ended December Si 20i 4 and 20i 3 was approximately $i 00 thousand

Dividends are paid by the Corporation from its funds which are mainly provided by dividends from the Bank However national banking regulations and capital guidelines limit the amount of dividends that may be paid by banks

Banks and bank holding companies are subject to regulatory capital requirements administered by federal banking agencies Capital adequacy guidelines and additionally for banks prompt corrective action regulations involve quantitative measures of assets liabilities and certain off-balance-sheet items calculated under regulatory accounting practices Capital amounts and classificashytions are also subject to qualitative judgements by regulators Failure to meet capital requirements can initiate regulatory action Prompt corrective action provisions are not applicable to bank holding companies Furthermore the Banks regulators could require adjustments to regulatory capital not reflected in the financial statements

Prompt corrective action regulations provide five classifications well capitalized adequately capitalized undercapitalized significantly undercapitalized and critically undercapitalized although these terms are not used to represent overall financial condition If undershycapitalized capital distributions are limited as is asset growth and expansion and capital restoration plans are required

At December 3i 20i 4 the most recent notification from the Banks and Corporations regulator categorized the Bank as well capitalshyized under the regulatory framework for prompt corrective action To be categorized as well capitalized an institution must maintain minimum total risk-based Tier i risk-based and Tier i leverage ratios as set forth in the following tables There are no conditions or events since the notification that management believes have changed the Banks category The Banks and the consolidated Corporations actual capital amounts and ratios at December Si are presented in the table

Actual and required capital amounts and ratios are presented below at year-end (Dollars in thousands)

Minimum Minimum To Be For Capital Well-Capitalized

Actual Adequacy Purposes Under Bank Regulatory Capital Requirements

Amount Ratio Amount Ratio Amount Ratio 20 1 4 Total capital to risk weighted assets

Consolidated $ 56026 i 249 $ 35885 800 NIA NIA Bank 58957 i S i5 S5867 800 $ 448S4 i 000

Tier i (core) capital to risk weighted assets Consolidated 52i 2i i i 62 i 7942 400 NIA NIA Bank 55052 i 228 i 79S2 400 26898 600

Tier i (core) capital to average assets Consolidated 52 1 21 809 25768 400 NIA NIA Bank 55052 855 25908 400 S2i 94 500

20i3 Total capital to risk weighted assets

Consolidated $ 54577 i 289 $ S5995 800 NIA NIA Bank 56952 1S53 SS675 800 $ 42093 1 000

Tier 1 (core) capital to risk weighted assets Consolidated 5i S37 1 2 1 3 1 5931 400 NIA NIA Bank 5371 2 1 276 i 6838 400 25256 600

Tier 1 (core) capital to average assets Consolidated 5i 3S7 804 25306 400 NIA NIA Bank 537i 2 842 25675 400 31 895 500

Notes to Consolidated Financial Statements

XII I Earnings Per Share

The factors used in the earnings per share computation are as follows (Dollars in thousands except per share data)

20 1 4 2013 2012

Income Weighted- Per Share Income Weighted- Per Share Income Weighted- Per Share Average Amount Average Amount Average Amount Shares Shares Shares

Basic earnings per share Net income $ 1 050 1 048g23 $ 1 00 $ 976 1 043765 $ 94 $ 3622 1 352929 $ 268 Effect of assumed exercise

of stock options and restricted stock awards 1 831 9786 NIA

Diluted earnings per share Net income $ 1 050 1 050754 $ 1 00 $ 976 1 053551 $ 93 $ 3622 1 352g2g $ 268

Options to purchase 68500 68500 and 88998 shares of common stock were outstanding at December 31 201 4 201 3 and 201 2 but were not included in the computation of diluted EPS because the options exercise price was greater than the average market price of the common shares for each period

Notes to Consolidated Financial Statements

XIV Fair Val u e Measurements

ASC Topic 820 Fair Value Measurements defines fair value as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market parshyticipants at the measurement date Topic 820 also specifies a fair value hierarchy which requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value The standard describes three levels of inputs that may be used to measure fair value

Level i Quoted prices in active markets for identical assets Level 2 Observable inputs other than Level i prices such

as quoted prices for similar assets quoted prices in markets that are not active or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities

Level 3 Unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets

Following is a description of the valuation methodologies and inputs used for assets and liabilities measured at fair value on a recurring basis and recognized in the accompanying balance sheets as well as the general classification of such assets and liabilities pursuant to the valuation hierarchy

Securities Available for Sale

Securities classified as available for sale are reported at fairvalue utilizing Level 2 inputs Except for equity securities unadjusted quoted prices in active markets for identical assets are utilized to determine fair value at the measurement date which are conshysidered Level i inputs For all other securities the Corporation obtains fair value measurements from an independent pricing sershyvice The fair value measurements consider observable data that may include dealer quotes market spreads cash flows the US Treasuryyield curve live trading levels trade execution data market consensus prepayment speeds credit information and the bonds terms and conditions among other things

Certain financial assets and financial liabilities are measured at fair value on a nonrecurring basis that is the instruments are not measured at fair value on an ongoing basis but are subject to fair value adjustments in certain circumstances (for example when there is evidence of impairment) At December 3i 20i 3 other real estate owned measured at fair value was $7 5 million using a combination of observable inputs including recent appraisshyals and unobservable inputs based on customized discounting criteria Due to the significance of the unobservable inputs all other real estate owned fair values have been classified as Level 3 Rnancial assets and financial liabilities excluding impaired Joans measured at fair value on a nonrecurring basis were not significant at December 31 201 4 and 2013

The following tables summarize financial assets measured at fair value at December 31 segregated by the level of the valuation inputs within the fair value hierarchy utilized to measure fair value (Dollars in thousands)

Level 1 Level 2 Level 3 Total 20 1 4 Inputs Inputs Inputs Fair Value Recurring

$ Equity securities $ 456 $ $ 456 Securities available for sale $ $ i 27768 $ $ 1 27768

Nonrecurring $ Impaired Joans $ $ 1 069 $ 1 069

other real estate owned $ $ $ 3375 $ 3375

201 3 Recurring

$ $ Equity securities $ 2405 $ 2405 Securities available for sale $ $ i 4706i $ $ 1 4706i

Nonrecurring $ Impaired loans $ $ 91 6 $ 9 1 6

Other real estate owned $ $ $ 832 $ 832

Notes to Consolidated Financial Statements

XI Fair Value of Financial Instruments

The canying amount and fair value of the Corporations other financial instruments at December 31 are set forth below (Dollars in thousands)

Financial assets Cash and cash equivalents Restricted stock -Loans held for sale Loans net Accrued interest receivable

Financial liabilities Deposits Other borrowings Accrued interest payable

Commitments to orginate loans

Letters of credit

Lines of credit

Forward sale commitments

Carrying Amount

$ 2671 5 1 647 2432

405059 3369

$ 548940 3600

52

2014 201 3

Fair Value Carrying Amount

$ 2671 5 $ 36838 1 647 1 494 2432 5902

405027 377172 3369 2820

$ 51 3334 $ 549645 3600 4800

52 66

Fair Value

$ 36838 1 494 5902

377166 2820

$ 502487 4800

66

Notes to Consolidated Financial Statements

XV Fair Val u e of Financial Instrum ents cont

Nonrecurring Measurements Following is a description of the valuation methodologies and inputs used for assets measured at fair value on a nonrecurring basis and recognized in the accompanying balance sheets as well as the general classification of such assets pursuant to the valuation hierarchy For assets classified within Level 3 of the fair value hierarchy the process used to develop the reported fair value is described below

Other Real Estate Owned Other real estate owned (OREO) is carried at fair value Jess estimated cost to sell when the real estate is acquired Estimated fair value of OREO is based on appraisals or evaluations OREO is classified within Level 3 of the fair value hierarchy

Appraisals of OREO are obtained when the real estate is acquired and subsequently as deemed necessary by the Banks manageshyment Appraisals are reviewed for accuracy and consistency by the Bank Appraisers are selected from the list of approved appraisers maintained by management

Collateral-dependent Impaired Loans Net of ALLL The estimated fair value of collateral-dependent impaired Joans is based on the appraised fair value of the collateral Jess estimated cost to sell Collateral-dependent impaired Joans are classified within Level 3 of the fair value hierarchy

The Bank considers the appraisal or evaluation as the starting point for determining fair value and then considers other factors and events in the environment that may affect the fair value Appraisals of the collateral underlying collateral-dependent Joans are obtained when the loan is determined to be collateral-dependent and subsequently as deemed necessary by the Banks management Appraisals are reviewed for accuracy and consistency by the Bank Appraisers are selected from the list of approved appraisers mainshytained by management The appraised values are reduced by discounts to consider lack of marketability and estimated cost to sell if repayment or satisfaction of the Joan is dependent on the sale of the collateral These discounts and estimates are developed by the credit department by comparison to historical results

Notes to Consolidated Financial Statements

XV Fair Val ue of Financial Instruments cont

Unobservable (Level 3) Inputs The following table presents quantitahve information about unobservable inputs used in recurring and nonrecurring Level s fair value measurements other than goodwill (Dollars in thousands)

Other real estate owned

middot Collateral-dependent impaired loans

Other real estate owned

Collateral-dependent impaired loans

Fair Value at 123 114

$ 3375

$ 1 069

Fair Value at 123113

$ 832

$ 91 6

Sensitivity of Significant U nobservable Inputs The following is a discussion of the sensitivity of significant unobshyservable inputs the interrelationships between those inputs and other unobservable inputs used in recurring fair value measureshyment and of how those inputs might magnify or mitigate the effect of changes in the unobservable inputs on the fair value measurement

The following follows the Fair value table The following methods were used to estimate the fair value of all other financial instruments recognized in the accompanying balshyance sheet at amounts other than fair value

Cash and Cash Equivalents The carrying amount approximates fair value

Loans Held For Sale The carrying amount approximates fair value due to the insigshynificant time between origination and date of sale The carrying amount is the amount funded and accrued interest

Loans

Fair value is estimated by discounting the future cash flows using the market rates at which similar notes would be made to borshyrowers with similar credit ratings and for the same remaining maturities The market rates used are based on current rates the Bank would impose for similar loans and reflect a market parshyticipant assumption about risks associated with nonperformance illiquidity and the structure and term of the loans along with local economic and market conditions

Restricted Stock Fair value is estimated at book value due to restrictions that limit the sale or transfer of such securities

Valuation Unobservable Range Technique Inputs (Weighted

Market comparable Comparability Average)

properties adjustments () Not available

Market comparable Marketability properties discount 1 0 - 1 5 (1 2)

Valuation U nobservable Range Technique Inputs (Weighted

Market comparable Comparability Average)

properties adjustments () Not available

Market comparable Marketability properties discount 1 0 - 1 5 (1 2)

Accrued Interest Receivable and Payable

The carrying amount approximates fair value The carrying amount is determined using the interest rate balance and last payment date

Deposits and Other Borrowings Fair value of term deposits is estimated by discounting the future cash flows using rates of similar deposits with similar maturities The market rates used were obtained from a knowledgeable independent third party and reviewed by the Corporation The rates were the average of current rates offered by local competishytors of the bank subsidiaries

The estimated fair value of demand NOW savings money marshyket deposits and other borrowings is the book value since rates are regularly adjusted to market rates and amounts are payable on demand at the reporting date

Commitments to Originate Loans Forward Sale Commitments Letters of Credit and Lines of Credit The fair value of commitments to originate loans is estimated using the fees currently charged to enter into similar agreements taking into account the remaining terms of the agreements and the present creditworthiness of the counterparties For fixedshyrate loan commitments fair value also considers the difference between current levels of interest rates and the committed rates

The fair value of commitments to sell securities is estimated based on current market prices for securities of similar terms and credit quality

The fair values of letters of credit and lines of credit are based on fees currently charged for similar agreements or on the estimated cost to terminate or otherwise settle the obligations with the counterparties at the reporting date

Notes to Consolidated Financial Statements

XVI Accumul ated Comprehensive Income (Loss)

The components of accumulated other comprehensive income loss) included in stockholders equity are as follows (Dollars in thousands)

Net unrealized gains (Joss) on available for sale securities Tax effect Net-of-tax amount

20 1 4

$ 766 (260)

$ 506

2013

$ (871) 296

$ (575)

Amounts reclassified from accumulated other comprehensive income and the affected line items in the statements of income during the years ended December 31 were as follows

Affected line item in 20 1 4 2013 2012 the statements of

income

Net realized gains of Unrealized gains on securities available for sale $ 368 $ 434 $ 2084 sales of available for-sale

securities

Tax effect (1 26) (i 48) (709) Income taxes Total reclassification out of accumulated other comprehensive income $ 242 $ 286 $ 1 375 Net reclassified

amount

XVII Goodwill and Acquired Intangible Assets

The Corporations goodwill and intangible assets are as follows There was no Impairment of goodwill or intangible assets in 2014 or 2013 (Dollars in thousands)

20 1 4 2013

Goodwill $ 3265 $ 3265 Core deposit intangibles $ 1 805 $ 1 805 Non-compete agreement 375 375 Intangible assets 21 80 2 180 Less accumulated amortization 2 180 2090

Total intangible assets $ $ 90

Aggregate amortization expense for years ended December 31 2014 201 3 and 201 2 was $90 $181 and $1 80 thousand respectively

XVI II Subsequent Events

Management evaluated subsequent events through February 27 201 5 the date the consolidated financial statements were available to be issued Events or transactions occurring after December 31 2014 but prior to February 27 2015 that provided additional evidence about conditions that existed at December 31 2014 have been recognized in the consolidated financial statements for the year ended December 31 2014 Events or transactions that provided evidence about conditions that did not exist at December 31 201 4 but arose before the consolidated financial statements were available to be issued have not been recognized in the consolidated financial statements for the year ended December 31 2014

This information is an Integral part of the accompanying consolidated financial statements

Independent Auditors Report

CPAs amp Advisors

Board of Directors

NI Bancshares Corporation

Sycamore Illinois

We have audited the accompanying consolidated financial statements of NI Bancshares Corporation which comprise

the consolidated balance sheets as of December 3 1 2014 and 2013 and the related consolidated statements of income

comprehensive income (loss) stockholders equity and cash flows for the years ended December 3 1 2014 2013 and 2012 and the related notes to the consolidated financial statements

Managements Responsibility for the Financial Statements

Management is responsible for the preparation and fair presentation of these consolidated financial statements in accordance

with accounting principles generally accepted in the United States of America this includes the design implementation and

maintenance of internal control relevant to the preparation and fair presentation of consolidated financial statements that are

free from material misstatement whether due to fraud or error

Auditors Responsibility

Our responsibility is to express an opinion on these consolidated financial statements based on our audits We conducted our

audits in accordance with auditing standards generally accepted in the United States of America Those standards require that

we plan and perform the audit to obtain reasonable assurance about whether the consolidated financial statements are free from material misstatement

An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the consolidated

financial statements The procedures selected depend on the auditors judgment including the assessment of the risks of material misstatement of the consolidated financial statements whether due to fraud or error In making those risk

assessments the auditor considers internal control relevant to the Corporations preparation and fair presentation of the

consolidated financial statements in order to design audit procedures that are appropriate in the circumstances but not for

the purpose of expressing an opinion on the effectiveness of the Corporations internal control Accordingly we express no

such opinion An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of

significant accounting estimates made by management as well as evaluating the overall presentation of the consolidated

financial statements

We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion

Opinion In our opinion the consolidated financial statements referred to above present fairly in all material respects the financial position of NI Bancshares Corporation as of December 3 1 2014 and 2013 and the results of its operations and cash flows

for the years ended December 3 1 2014 2013 and 2012 in accordance with accounting principles generally accepted in the United States of America

Decatur Illinois February 27 2015

PRESID ENT I CEO Michael A Cullen

BUSI NESS BANKING Charles C Kaiser Senior Vice President - Business Banking

Michael A Hawley Senior Vice President - Senior Commercial Loan Officer

Grant M Goltz Vice President - Commercial Loan Officer

Lucas G Goucher Vice President - Commercial Loan Officer

Nicholas D Lee Vlce President - Commercial Loan Officer

Robert W Mason Vice President - Commercial Loan Officer

Timothy J Meyer Vice President - Commercial Loan Officer

Sheela Prahlad Vice President - Commercial Loan Officer

CREDIT D EPARTMENT

Karen A Kuppler Senior Vice President - Chief Credit Officer

Gerald W Brantner Vice President - Senior Collector

CONSUM ER BANKING RESIDENTIAL LENDING ORIGINATION

Mark R ODell Vice President - Senior Retail Loan Officer

CONS U M ER BANKING Bradley V Brown Senior Vice President - Consumer Banking (Security Officer)

Terrence M Duffy Senior Vice President - Consumer Banking Division Manager

Ishmael M McGhee Vice President - Consumer Banking Division Manager

Frank P Turza Vice President - Consumer Banking Division Manager

Directory of NBamp T

TRUST D EPARTMENT R David Van Buren Senior Vice President - Trust amp Investments

Stephen J Colianni Vice President -Trust Investment Officer

Stephen G Corcoran Vice President - Employee Benefits Manager

Karen J Daleo Vice President - Trust Tax Manager amp Assistant Secretary

James J Dombek Vice President - Personal Trust Manager amp Secretary

Kathryn J Johnson Vice President -Trust Administrator

Thomas M Sullivan Vice President - Trust Administrator

Carolyn S Swafford Vice President - Trust Administrator

FAR M SERVIC E DEPARTM ENT Scott R Pumroy Vice President - Farm Service Department Manager

OPERATIONS D EPARTMENT

Michelle R Carlson Vice President - Operations

Hien Van Do Vice President - Core Banking Systems Administrator

ACCOUNTING DEPARTM ENT David N McCoy Senior Vice President - Chief Financial Officer

BRAND amp MARKETING Tami J Armstrong Vice President - Brand amp Marketing

H U MAN RESOU RCES Samantha J Dailey Vice President - Human Resources

AUDITING DEPARTMENT Sarah M Taylor Vice President - Internal Audit

EXHIBIT 2A

NI BANCSHARES CORPORATIONS ORGANIZATIONAL CHART

NI BANCSHARES CORPORATIO N

230 W STATE ST SYCAMORE IL 601 78

State of Incorporation = Delaware

1 00

THE NATIONAL BAN K amp TRUST COMPANY OF SYCAMORE

230 W STATE ST SYCAMOR_E IL 601 78

hsults A list of branches for your depostorv nstftution NATIONAL BANK amp TRUST COMPANY OF SYCAMOftE THE (ID_RSSO 534345)

This depository fnstltutlon fs held by NI BANCSHARES CORPORATION (1827893) of SYCAMORE IL

The data are as of 12312014 Data reflects Information that was received and procMsed through 01072JJ1S

Reconciliation and YerfCtton Steps

1 In the Data Action column of each brmch row enter one or more of the actions specifild hilow 2 If required enter the date In the Effective te column

Actions

OK If the branch Information Is COfTect enter OK in the Data Action column

Chan1e If the branch Information Is incorrlCt or Incomplete revrse the data enter Change In the Data Action column and the date when this lnformaUon first beame valid Jn the Etfedive Oatbull column

Cose If a branch llsted was sold or closed enter dose In the Data Action column and thl ule or closure date In the Effective Date column Delete If a branch listed was never owned by th(s depository Institution enter Delltl In thl Oatbull Action column

Add lfa reportable branch Is missing Insert a row add the branch data and enter Add in thl Data Action column and the opening or acquisition date In the Effective Date laquo)lumn

If printing this lrst you may need to adjust your page setup in MS Excel Try uslng landscape orientation p1ae scaling andor liegal sl1ed pa pier

Submission Procedure

When you a finiihed send a savied copy to your FRB contact See the det1iled lmtructions on this site for more Information

If vou are ie-malllng this to your FRB contAct put your Institution name dtyand state In thie subjtct line of the e-mail

Note To satisfy the FR YmiddotlO portln1 rirements you must also submit FR Ymiddot10 Oomes-tic Branch Schedules for each bninch with a Ot Attlon of nae Close Deletl or Add

The FR fmiddotlO rieport may be submitted in a hardcopy format or via the FR Y-10 Online application middot httpsylOonlinefederalreservegov

bull FDIC UNINUM Office Number and ID_RSSD columns are for reference only Verification of these values Is not required

- Effecdw Ote Branch Service Type Bnnch ID Rssobull Popular Name Street Address City NATIONAL BANK amp TRUST COMPANY Of

OK Fun servlCI (Head Offitt) 53045 SYCAMORE THE 230 WEST STATE STREET SYCAMORE

OK Full Service 3310232 2290 SYCAMORE ROAD OfFICE 2290 SYCAMORE ROAD DEKALB

OK Full lce 3735255 BANCO NBampT BRANCH 1029 PLEASANT STREET DEKALB

OK Fullservice 354132 NSampT SQUARE BRANCH 130 WEST LINCOLN HIGHWAY DEKAlB

OK Full Service 3735246 ELBURN BRANCH 930 NORTH MAJN STREET ELBURN

OK Full Service 3310241 GENOA BRANCH 601 PEARSON DRIVE GfNOA

OK Full service 2192507 200 NORTH MAIN STREET OfFICE 200 NORTH MAIN STREET UtANO

OK full Service 4394873 SANDWlCH BRANCH 321 E OIURCH STREET SANDWlCH

OK Fullice 2D8577S SERENA BRANCH US HIGHWAY 52 SOMONAUK ROAD SERENA

OK Full Service 2431457 1425 DEKAl8 AVENUE BRANCH 1425 DEKALB AVENUE SYCAMORE

St1te

IL

IL

IL

IL

IL

IL

IL

IL

IL

IL

Zip Code Countv

60178 DEKALB

60US DEKALB

60115 DEKALB

60U5 DEKALB

60119 KANE

60135 DEKALB

60531 IASAllE

60548 DEKALB

60549 LA SAUE

60178 DEKALB

Country FDIC UNINUMbull Office Numberbull Hbullad Office Head Office ID_RSSD Comments

NATIONAL BANK amp TRUST COMPANY Of

UNITED STATES 6414 0 SYCAMORE THE 534345 NATIONAL BANK amp TRUST COMPANY OF

UNITED STATES 221714 2 SYCAMORE THE 534345 NATIONAL BANK amp TRUST COMPANY Of

UNITpound0 STATES 475977 9 SYCAMORE THE 534345

NATIONAL BANK amp TRUST COMPANY OF

UNITED STATES 10484 5 SYCAMORE THE 534345 NATIONAL BANK amp TRUST COMPANY OF

UNITED SfATES 475976 8 SYCAMORE THE 534345

NATIONAL BANK amp TRUST COMPANY OF

UNITED STATES 424666 4 SYCAMORE THE 534345 NATIONAL BANK amp TRUST COMPANY OF

UNITED STATES 237859 7 SYCAMOftE THE 534345 NATIONAL BANK amp TRUST COMPANY Of

UNITED STAttS 530108 10 SYCAMORE THE 534345 NATIONAL BANK amp TRUST COMPANY Of

UNITED STATES 2318S8 6 SYCAMORE THE 534345 NATIONAL BANK amp TRUST COMPANY OF

UN ITED STATES 264332 1 SYCAMORE THE 534345

Re ort Item 3 Securities Holders

FR Y-6

NI Bancshares Corporation

Sycamore IL

Fiscal Year Ending December 3 1 201 4

Current Securities Holders with ownership control or holdings of 5 or more with power to vote as-of fiscal year end

Securities Holders not listed in 3(1 )(a) through (3)(1 )(c) that had

ownership control or holdings of 5 or more with power to vote

during the fiscal year

(1 )(a)

Name amp Address (City

State Country)

James W Dutton

Tulsa OK USA

Jane Danielson

Freeport ME USA

Anne Pick

St Paul MN USA

(1 )(b)

Country of

Citizenship or

Incorporation

USA

USA

USA

(1 )(c) Number and

Percentage of Each

Class of Voting

Securities

62324 shares 594

84563 shares 806

88480 shares 843

(2)(a) (2)(b)

Country of

Name amp Address Citizenship or

(City State Country) Incorporation

(2)(c) Number and

Percentage of Each

Class of Voting

Securities

FA Y--6

NI Bancshares Corporation Sycamore ll

Ascal Year Ending December 311 2014

(1) (2) (3)(bull) (3)(b) (3)(o) (4)(bull) (4)(b) (4)(o) Percentage of List names of other companies

Percentage of Voting Securities Includeamp partnerships) If 25 or more Voting Securities ln Subsidiaries of voting securftles are held (list

Names amp Address Principal Occupation II other than Title amp Position with Title amp Position with Subsidiaries Title amp Position with Other Businesses Jn Holding (Include names names ol companies and percentage of

(City State Country) with Holding Company Holding Company (Include names of subsidiaries) (Include names ol other businesses) Company of subsidiaries) voting securltles held)

Michael A Cullen NIA Director President amp CEO Director President amp CEO NIA 018 None NIA Sycamore IL USA The National Bank amp Trust

Company of Sycamore

Richard N Anderson President - Anderson Director Director President 159 None Anderson Funeral Home Ltd (100) DeKalb JL USA Funeral Home Ltd The Natrona[ Bank amp Trust Anderson Funeral Home Ltd

Company of Sycamore

John H Boles NIA Director Retired Trust Officer NIA 149 None NIA Sycamore IL USA The National Bank amp Trust

Company of Sycamore

Evelina J Cichy Retired Vice President of Instruction Director Director NA 015 None NIA DeKalb IL USA Klshwaukee College The Natrona Bank amp Trust

Company of Sycamore

James W Dutton CFO Macrosolva lnc Chairman of the Board Chairman of the Board CFO Macrosolve lnc 594 None NIA Tulsa OK USA The Natonal Bank amp Trust

Company of Sycamore

Robert B Johnson Partner - Johnson Farms Director Director Partner 063 None Johnson Farms (40) DeKalb IL USA The National Bank amp Trust Johnson Farms

Company of Sycamore

Robert C Johnson NIA Director Director NIA 034 None NIA DeKalb IL USA The National Bank amp Trust

Company of Sycamore

Kevin P Poorten President amp CEO - Kish Health Syse Director Director NA 005 None NIA DeKalb IL USA The National Bank amp Trust

Company of Sycamore

Douglas C Roberts Private Investor Director Director PresidentmiddotZea mays Holdings LLC 382 None Zea mays Holdngs LLC (100) Sycamore IL USA The National Bank amp Trust

Company of Sycamore

Tmothy P Suter President amp CEO - Suter Company Director Director NA 002 None NIA Sycamore IL USA The Natlonal Bank amp Trust

Company of Sycamore

Report lem 4 Insiders -PAGE 2 of 2

Tami Armstrong NIA NIA VP Brand amp Marketng NIA 0005 None NIA Sycamore IL USA The Natonal Bank amp Trust

Company of Sycamore

Bradley V Brown NIA NIA SVP Consumer Banking NIA 0004 None NIA DeKalb IL USA The Natlonal Bank amp Trust

Company of Sy9amore

Michelle Carlson NIA NIA VP Operallons NIA 0004 None NIA SuQar Grove IL USA The National Bank amp Trust

Company of Sycamore

Sa_111antha J Dalley NIA NIA VP Human Resources NIA 0003 None NIA Sycamore IL USA The National Bank amp Trust

Company of Sycamore

James Dombek NIA NIA VP Personal Trust Manager NIA 0002 None NIA Sycamore IL USA The National Bank amp Trust

Company of Sycamore

Michael Hawley Geneva IL USA NIA NIA Sr VP Sr Commercial Loan Officer NIA 0005 None NIA

The Natfonal Bank amp Trust Company of Sycamore

Charles C Kaiser NIA NIA Sr VP Senior Lending Officer NIA 0007 None NIA Sycamore IL USA The National Bank amp Trust

Company of Sycamore

Karen Kupper NIA NIA SVP Chief Credit Offcer NIA 0003 None NIA Hinkley IL USA The Natonal Bank amp Trust

Company of Sycamore

Davld N McCoy NIA Treasurer SVP Chief Flnanclitl Officer NIA 0006 None NIA South Elgin IL USA The Natlonal Bank amp Trust

Company of Sycamore

Mark ODell NIA NIA VP Sr Residentlal loan Officer NIA 0000 None NIA Aurora IL USA The National Bank amp Trust

Company of Sycamore

A David VanBuren NIA NIA SVP Trust amp Investments NIA 0005 None NIA Sycamore IL USA The National Bank amp Trust

Company of Sycamore

  • FR Y-6 Cover Page
  • Report Item 1 Annual Report to Shareholders
  • Report Item 2a Organization Chart
  • Report Item 2b Domestic Branch Listing
  • Report Item 3 Securities Holders
  • Report Item 4 Insiders
Page 26: Annual Report of Holding Companies-FR Y-6/media/others/banking/...consistent and deliberate in implementing our strategic initiatives. In addition to our loan growth, our trust assets

Notes to Consolidated Financial Statements

IV Loan Servicing

Real estate loans serviced for others are not included in the accompanying consolidated balance sheets The risks inherent in mortgage servicing assets relate primarily to changes in prepayments that result from shifts in mortgage interest rates The unpaid principal balances of mortgage loans serviced for others was $3528 million and $3567 million at December 31 201 4 and 201 3 respectively The fair value of mortgage servicing rights at December 31 201 4 and 201 3 was approximately $31 million and $33 million respectively The fair value of servicing rights was determined using discount rates ranging from 950 to 1 000 percent and prepayment speeds principally ranging from 903 to 1 1 20 percent depending on the stratification of the specific right

The Corporation changed its method of amortizing mortgage servicing rights during 201 3 from the straight-line amortization method to a methodology based on anticipated prepayment assumptions Amortization expense for 2013 would have been $1 068 thousand if the straight-line method was used

Custodial escrow balances maintained in connection with the foregoing loan servicing and included in demand deposits were $37 million and $4 1 million at December 31 201 4 and 201 3 respectively

Following is a summary of the mortgage servicing rights capitalized and amortized (Dollars in thousands)

20 1 4 2013 2012

Balance beginning of year $ 2524 $ 21 83 $ 1 876 Mortgage servicing rights capitalized 331 847 1 31 9 Mortgage servicing rights amortized (408) 506) (1 01 2) Recorded balance end of year $ 2447 $ 2524 $ 21 83

Fair value end of year $ 31 38 $ 3273 $ 21 83

Notes to Consolidated Financial Statements

V Land Premises and Equipment

A summary of land premises and equipment by asset classification at December 31 is as follows (Dollars in thousands)

20 1 4 2013

Land $ 7895 $ 7895 Premises 1 7 697 1 8297 Furniture fixtures and equipment 7867 791 7 Vehicles 1 1 0 1 1 0

33569 34219 Accumulated depreciation (1 241 2) (1 2281) Land premises and equipment net $ 21 1 57 $ 21 938

Depreciation expense for the years ended December 31 201 4 201 3 and 201 2 was $1 4 million $1 4 million and $1 i million respectively Leasehold improvements are capitalized and depreciated using the straight-line method over the terms of the respective leases or the estimated useful lives of the improvements whichever is shorter Expected terms include lease option periods to the extent that the exercise of such options is reasonably assured

Pursuant to the terms of noncancelable lease agreements in effect at December 31 2014 pertwning to banking premises and equipment future minimum rent commitments under various operating leases are as follows for years ended December 31 (Dollars in thousands)

2015 2016 2017 201 8 2019 Thereafter Total

$ 303 $ 306 $ 1 91 $ 79 $ 79 $ 298 $ i 257

The leases contain options to extend for periods from five to 50 years The cost of exercising such options is not included above Total rent expense for the years ended December 31 201 4 201 3 and 201 2 amounted to approximately $336 $334 and $426 thousand respectively

Notes to Consolidated Financial Statements

VI Deposits

Time deposits greater than or equal to $100 thousand were $653 million and $723 million at December 31 201 4 and 201 3 respectively Interest expense on these deposits was $08 million $1 1 million and $1 4 million in 201 4 201 3 and 201 2 respectively

At December 31 2014 the scheduled maturities of time deposits are as follows (Dollars in thousands

2015 201 6 201 7 2018 2019 Total

$ 66577 $ 26867 $ 32074 $ 1 4084 $ 1 1 81 0 $ 1 51 41 2

Interest-bearing deposits at December 31 consist of the following (Dollars in thousands)

20 1 4

201 3

NOW and Money Market

$ 229355

$ 225263

Savings

$ 55301

$ 53326

Time $100000 and over

$ 65267

$ 72339

Time Other

$ 86145

$ 93065

Total

$ 436068

$ 443993

The aggregate amount of deposit overdrafts included in loans at December 31 201 4 and 201 3 was $244 and $1 91 thousand respectively

VII Borrowings

The Bank has the ability to borrow from the Federal Home Loan Bank with borrowings collateralized by first mortgage loans mulshytifamily and farmland loans under a blanket lien agreement in the amount of approximately $60 million Based on this collateral and the Banks holdings of FHLB stock the Bank is eligible to borrow up to approximately $38 million at year-end 201 4

During 201 2 and in conjunction with the purchase of 392663 treasury shares of stock the Corporation borrowed $6 million from a correspondent bank pursuant to a newly established line of credit The borrowings bear an interest rate equal to the lenders prime rate with a minimum rate of 325 At December 31 201 4 the rate was 325 and the balance outstanding was $36 million The Corporation was required to make quarterly interest-only payments on this line of credit through December 31 201 3 after which in addition to quarterly interest payments the Corporation must make equal annual principal payments of $1 2 million through December 31 201 7 when the line of credit matures There is no prepayment penalty associated with the borrowing should the Corporation decide to repay the debt prior to maturity

As of December 31 201 4 the Bank was not in compliance with one of the note covenants relating to annual return on assets The note contains certain covenants including financial covenants for the Bank which must be met at all times Should the Corporation or the Bank be found not compliant with them during the term of the note there are remedies the issuing financial institution shall have the right to enforce including that the note could become immediately due and payable The issuing financial institution has approved the noncompliance for the fourth quarter ended December 31 201 4

Notes to Consolidated Financial Statements

VI II I n come Taxes

Income taxes reflected in the consolidated statements of operations consist of the following (Dollars in thousands)

20 1 4 2013 Current payable

Federal $ 30 $ 96 State 80

Deferred tax benefit 60 1 96 Income tax expense $ 90 $ 372

The Corporations income tax expense beneflt) differed from the federal statutory rate of 34 as indicated in the following analysis

(Dollars in thousands)

20 1 4 2013

Tax based on statutory rate $ 388 $ 458 State taxes net of federal tax benefit (1 06) 53 Effect of tax-exempt income (31 0) (276) Other net 1 1 8 1 37 Income tax expense $ 90 $ 372

The Corporation has the following deferred tax assets and liabilities at December 31 (Dollars in thousands)

Deferred tax assets Deferred tax liabilities

Net deferred tax assets

20 1 4

$ 31 07 (2782)

$ 325

2013

$ 2982 (2637)

$ 345

2012

$ 1 234 727 (68)

$ 1 893

2012

$ 1 875 390 (31 4)

(58) $ 1 893

The components of deferred income taxes were principally related to the allowance for loan losses other real estate owned write-downs differences in amortization of core deposit intangible assets depreciation and mortgage servicing rights Deferred tax liabilities related to unrealized losses and gains on securities available for sale are $260 and $296 thousand at December 31 201 4 and 201 3 respectively

The Corporation files income tax returns in the US federal jurisdiction and the State of Illinois The Corporation is no longer subject to US federal or state income tax examination by tax authorities for years before 201 1

Notes to Consolidated Financial Statements

IX Employee Benefits

Substantially all employees are covered by a profit sharing plan The contribution determined in accordance with the provisions of the plan was $i 72 thousand $i 23 thousand and $207 thousand in 20i 4 20i 3 and 20i 2 respectively

Under the Corporations Employee Stock Option Plan the Corporation may grant options to its key employees for up to 1 00000 shares of common stock The exercise price of each option equals the market price of the Corporations stock on the date of grant and the options maximum term is ten years The vesting period is three years from the date of grant GAAP provisions require that compensation cost relating to share-based payment transactions be recognized in the financial statements with measurement based upon the fair value of the equity or liability instruments issued For the year ended December 3i 20i 2 the Corporation recognized $i i 3 thousand in compensation expense for stock options For the year ended December 3i 20i 3 the Corporation recognized $97 thousand in compensation expense for stock options For the year ended December 3i 20i 4 the Corporation recognized no compensation expense for stock options

The activity in the plan is summarized as follows

Outstanding at beginning of year Granted Exercised Forfeitedexpired Outstanding at end of year

Options exercisable at year-end

Non-vested options beginning of year Granted Vested Forfeitedexpired Non-vested options at year end

Shares

85998

(i 000)

84998

84998

20 1 4

Weighted Weighted Average Average

Exercise Price Contractual Term

$ 4762

3200

$ 4748

$ 4748

2 0 1 4

Number of Shares

8333

(8333)

(in years)

35

35

Weighted Average

Grant Date Fair Value

$ 3200

3200

$

2013

Weighted Weighted Shares Average Average

Exercise Price Contractual Term (in years)

88998 $ 4709

(667) 3200 (2333) 3747

85998 $ 4762 48

77665 $ 4929 4i

2013

Weighted

Number of Average

Grant Date Shares Fair Val u e

i 9333 $ 3200

(i 1 000) 3200

8333 $ 3200

The fair value of each option is estimated using Black-Scholes option-pricing model which requires the use of subjective valuation assumptions The expected volatility is based on historical volatility of the Corporations stock price The risk-free interest rates for periods within the contractual life of the awards are based on the US Treasury yield curve in effect at the time of the grant The expected life is based on historical exercise experience The dividend yield assumption is based on the Corporations history and expectation of dividend payouts There were no options granted in 20i 3 or 20i 4

At December Si 20i 4 there was no unrecognized cost related to non-vested stock options granted under the Employee Stock Option Plan

Notes to Consolidated Financial Statements

IX Emp loyee Benefits cont

The following table summarizes restricted stock activity

20 1 4 2013

Weighted Average Weighted Average Number of Grant Date Number of Grant Date

Shares Fair Value Shares Fair Value

Balance beginning of year 8959 $ 4000 $ Granted 8959 4000 Forfeited (888) 4000 Earned and issued (2250) 4000 Balance end of period 5821 $ 4000 8959 $ 4000

The fair value of the restricted stock awards is amortized to compensation expense over the vesting period (forty months) and is based on the market price of the Corporations common stock at the date of grant multiplied by the number of shares granted that are expected to vest At the date of grant the par value of the shares granted was recorded in equity as a credit to common stock and a debit to paid-in capital The weighted-average grant date fair value of restricted stock granted during the year ended December 31 201 4 was $4000 per share or $358 thousand Stock-based compensation expense for restricted stock for the year ended December 31 201 3 was $90 thousand Stock-based compensation expense for restricted stock during the year ended December 31 201 4 was $1 29 thousand Unrecognized compensation expense for non-vested restricted stock awards was $139 thousand and is expected to be recognized over a weighted average period of 34 months

X Related Party Transactions

The Bank has entered into transactions with certain directors executive officers significant stockholders and their affiliates or associshyates (related parties) Such transactions were made in the ordinary course of business on substantially the same terms and conditions including interest rate and collateral as those prevailing at the same tirne for comparable transactions with other customers and did not in the opinion of management involve more than normal credit risk or present other unfavorable features

Annual loan activity consisted of the following (Dollars in thousands

20 1 4 2013

Beginning balance $ 1 1 29 $ 1 1 63 New Joansadvances 1 94 46 Repayments (245) (80) Ending balance $ 1 078 $ 1 1 29

Deposits from related parties held by the Bank at December 31 201 4 and 201 3 amounted to $32 million and $37 million respectively

middot middot

XI Commitments and Contingencies

In the normal course of business the Bank makes various commitments and incurs certain contingent liabilities that are not reflected in the accompanying consolidated financial statements The credit risk associated with loan commitments and standby letters of credit is essentially the same as that involved with extending Joans to customers and is subject to the Banks credit policies Collateral or other security is normally not obtained for these financial instruments prior to their use and many of the commitments are expected to expire without being used

The following commitments existed at December 31 (Dollars in thousands

20 1 4 2013

Commitments to extend credit Fixed $ 33441 $ 26551 Variable 25597 24400

Standby letters of credit $ 483 $ 21 1

Notes to Consolidated Financial Statements

XII Reg u l atory M atters

The Bank is required to maintain average reserve balances with the Federal Reserve Bank based upon deposit levels and other facshytors The amount of those reserve balances for the years ended December Si 20i 4 and 20i 3 was approximately $i 00 thousand

Dividends are paid by the Corporation from its funds which are mainly provided by dividends from the Bank However national banking regulations and capital guidelines limit the amount of dividends that may be paid by banks

Banks and bank holding companies are subject to regulatory capital requirements administered by federal banking agencies Capital adequacy guidelines and additionally for banks prompt corrective action regulations involve quantitative measures of assets liabilities and certain off-balance-sheet items calculated under regulatory accounting practices Capital amounts and classificashytions are also subject to qualitative judgements by regulators Failure to meet capital requirements can initiate regulatory action Prompt corrective action provisions are not applicable to bank holding companies Furthermore the Banks regulators could require adjustments to regulatory capital not reflected in the financial statements

Prompt corrective action regulations provide five classifications well capitalized adequately capitalized undercapitalized significantly undercapitalized and critically undercapitalized although these terms are not used to represent overall financial condition If undershycapitalized capital distributions are limited as is asset growth and expansion and capital restoration plans are required

At December 3i 20i 4 the most recent notification from the Banks and Corporations regulator categorized the Bank as well capitalshyized under the regulatory framework for prompt corrective action To be categorized as well capitalized an institution must maintain minimum total risk-based Tier i risk-based and Tier i leverage ratios as set forth in the following tables There are no conditions or events since the notification that management believes have changed the Banks category The Banks and the consolidated Corporations actual capital amounts and ratios at December Si are presented in the table

Actual and required capital amounts and ratios are presented below at year-end (Dollars in thousands)

Minimum Minimum To Be For Capital Well-Capitalized

Actual Adequacy Purposes Under Bank Regulatory Capital Requirements

Amount Ratio Amount Ratio Amount Ratio 20 1 4 Total capital to risk weighted assets

Consolidated $ 56026 i 249 $ 35885 800 NIA NIA Bank 58957 i S i5 S5867 800 $ 448S4 i 000

Tier i (core) capital to risk weighted assets Consolidated 52i 2i i i 62 i 7942 400 NIA NIA Bank 55052 i 228 i 79S2 400 26898 600

Tier i (core) capital to average assets Consolidated 52 1 21 809 25768 400 NIA NIA Bank 55052 855 25908 400 S2i 94 500

20i3 Total capital to risk weighted assets

Consolidated $ 54577 i 289 $ S5995 800 NIA NIA Bank 56952 1S53 SS675 800 $ 42093 1 000

Tier 1 (core) capital to risk weighted assets Consolidated 5i S37 1 2 1 3 1 5931 400 NIA NIA Bank 5371 2 1 276 i 6838 400 25256 600

Tier 1 (core) capital to average assets Consolidated 5i 3S7 804 25306 400 NIA NIA Bank 537i 2 842 25675 400 31 895 500

Notes to Consolidated Financial Statements

XII I Earnings Per Share

The factors used in the earnings per share computation are as follows (Dollars in thousands except per share data)

20 1 4 2013 2012

Income Weighted- Per Share Income Weighted- Per Share Income Weighted- Per Share Average Amount Average Amount Average Amount Shares Shares Shares

Basic earnings per share Net income $ 1 050 1 048g23 $ 1 00 $ 976 1 043765 $ 94 $ 3622 1 352929 $ 268 Effect of assumed exercise

of stock options and restricted stock awards 1 831 9786 NIA

Diluted earnings per share Net income $ 1 050 1 050754 $ 1 00 $ 976 1 053551 $ 93 $ 3622 1 352g2g $ 268

Options to purchase 68500 68500 and 88998 shares of common stock were outstanding at December 31 201 4 201 3 and 201 2 but were not included in the computation of diluted EPS because the options exercise price was greater than the average market price of the common shares for each period

Notes to Consolidated Financial Statements

XIV Fair Val u e Measurements

ASC Topic 820 Fair Value Measurements defines fair value as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market parshyticipants at the measurement date Topic 820 also specifies a fair value hierarchy which requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value The standard describes three levels of inputs that may be used to measure fair value

Level i Quoted prices in active markets for identical assets Level 2 Observable inputs other than Level i prices such

as quoted prices for similar assets quoted prices in markets that are not active or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities

Level 3 Unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets

Following is a description of the valuation methodologies and inputs used for assets and liabilities measured at fair value on a recurring basis and recognized in the accompanying balance sheets as well as the general classification of such assets and liabilities pursuant to the valuation hierarchy

Securities Available for Sale

Securities classified as available for sale are reported at fairvalue utilizing Level 2 inputs Except for equity securities unadjusted quoted prices in active markets for identical assets are utilized to determine fair value at the measurement date which are conshysidered Level i inputs For all other securities the Corporation obtains fair value measurements from an independent pricing sershyvice The fair value measurements consider observable data that may include dealer quotes market spreads cash flows the US Treasuryyield curve live trading levels trade execution data market consensus prepayment speeds credit information and the bonds terms and conditions among other things

Certain financial assets and financial liabilities are measured at fair value on a nonrecurring basis that is the instruments are not measured at fair value on an ongoing basis but are subject to fair value adjustments in certain circumstances (for example when there is evidence of impairment) At December 3i 20i 3 other real estate owned measured at fair value was $7 5 million using a combination of observable inputs including recent appraisshyals and unobservable inputs based on customized discounting criteria Due to the significance of the unobservable inputs all other real estate owned fair values have been classified as Level 3 Rnancial assets and financial liabilities excluding impaired Joans measured at fair value on a nonrecurring basis were not significant at December 31 201 4 and 2013

The following tables summarize financial assets measured at fair value at December 31 segregated by the level of the valuation inputs within the fair value hierarchy utilized to measure fair value (Dollars in thousands)

Level 1 Level 2 Level 3 Total 20 1 4 Inputs Inputs Inputs Fair Value Recurring

$ Equity securities $ 456 $ $ 456 Securities available for sale $ $ i 27768 $ $ 1 27768

Nonrecurring $ Impaired Joans $ $ 1 069 $ 1 069

other real estate owned $ $ $ 3375 $ 3375

201 3 Recurring

$ $ Equity securities $ 2405 $ 2405 Securities available for sale $ $ i 4706i $ $ 1 4706i

Nonrecurring $ Impaired loans $ $ 91 6 $ 9 1 6

Other real estate owned $ $ $ 832 $ 832

Notes to Consolidated Financial Statements

XI Fair Value of Financial Instruments

The canying amount and fair value of the Corporations other financial instruments at December 31 are set forth below (Dollars in thousands)

Financial assets Cash and cash equivalents Restricted stock -Loans held for sale Loans net Accrued interest receivable

Financial liabilities Deposits Other borrowings Accrued interest payable

Commitments to orginate loans

Letters of credit

Lines of credit

Forward sale commitments

Carrying Amount

$ 2671 5 1 647 2432

405059 3369

$ 548940 3600

52

2014 201 3

Fair Value Carrying Amount

$ 2671 5 $ 36838 1 647 1 494 2432 5902

405027 377172 3369 2820

$ 51 3334 $ 549645 3600 4800

52 66

Fair Value

$ 36838 1 494 5902

377166 2820

$ 502487 4800

66

Notes to Consolidated Financial Statements

XV Fair Val u e of Financial Instrum ents cont

Nonrecurring Measurements Following is a description of the valuation methodologies and inputs used for assets measured at fair value on a nonrecurring basis and recognized in the accompanying balance sheets as well as the general classification of such assets pursuant to the valuation hierarchy For assets classified within Level 3 of the fair value hierarchy the process used to develop the reported fair value is described below

Other Real Estate Owned Other real estate owned (OREO) is carried at fair value Jess estimated cost to sell when the real estate is acquired Estimated fair value of OREO is based on appraisals or evaluations OREO is classified within Level 3 of the fair value hierarchy

Appraisals of OREO are obtained when the real estate is acquired and subsequently as deemed necessary by the Banks manageshyment Appraisals are reviewed for accuracy and consistency by the Bank Appraisers are selected from the list of approved appraisers maintained by management

Collateral-dependent Impaired Loans Net of ALLL The estimated fair value of collateral-dependent impaired Joans is based on the appraised fair value of the collateral Jess estimated cost to sell Collateral-dependent impaired Joans are classified within Level 3 of the fair value hierarchy

The Bank considers the appraisal or evaluation as the starting point for determining fair value and then considers other factors and events in the environment that may affect the fair value Appraisals of the collateral underlying collateral-dependent Joans are obtained when the loan is determined to be collateral-dependent and subsequently as deemed necessary by the Banks management Appraisals are reviewed for accuracy and consistency by the Bank Appraisers are selected from the list of approved appraisers mainshytained by management The appraised values are reduced by discounts to consider lack of marketability and estimated cost to sell if repayment or satisfaction of the Joan is dependent on the sale of the collateral These discounts and estimates are developed by the credit department by comparison to historical results

Notes to Consolidated Financial Statements

XV Fair Val ue of Financial Instruments cont

Unobservable (Level 3) Inputs The following table presents quantitahve information about unobservable inputs used in recurring and nonrecurring Level s fair value measurements other than goodwill (Dollars in thousands)

Other real estate owned

middot Collateral-dependent impaired loans

Other real estate owned

Collateral-dependent impaired loans

Fair Value at 123 114

$ 3375

$ 1 069

Fair Value at 123113

$ 832

$ 91 6

Sensitivity of Significant U nobservable Inputs The following is a discussion of the sensitivity of significant unobshyservable inputs the interrelationships between those inputs and other unobservable inputs used in recurring fair value measureshyment and of how those inputs might magnify or mitigate the effect of changes in the unobservable inputs on the fair value measurement

The following follows the Fair value table The following methods were used to estimate the fair value of all other financial instruments recognized in the accompanying balshyance sheet at amounts other than fair value

Cash and Cash Equivalents The carrying amount approximates fair value

Loans Held For Sale The carrying amount approximates fair value due to the insigshynificant time between origination and date of sale The carrying amount is the amount funded and accrued interest

Loans

Fair value is estimated by discounting the future cash flows using the market rates at which similar notes would be made to borshyrowers with similar credit ratings and for the same remaining maturities The market rates used are based on current rates the Bank would impose for similar loans and reflect a market parshyticipant assumption about risks associated with nonperformance illiquidity and the structure and term of the loans along with local economic and market conditions

Restricted Stock Fair value is estimated at book value due to restrictions that limit the sale or transfer of such securities

Valuation Unobservable Range Technique Inputs (Weighted

Market comparable Comparability Average)

properties adjustments () Not available

Market comparable Marketability properties discount 1 0 - 1 5 (1 2)

Valuation U nobservable Range Technique Inputs (Weighted

Market comparable Comparability Average)

properties adjustments () Not available

Market comparable Marketability properties discount 1 0 - 1 5 (1 2)

Accrued Interest Receivable and Payable

The carrying amount approximates fair value The carrying amount is determined using the interest rate balance and last payment date

Deposits and Other Borrowings Fair value of term deposits is estimated by discounting the future cash flows using rates of similar deposits with similar maturities The market rates used were obtained from a knowledgeable independent third party and reviewed by the Corporation The rates were the average of current rates offered by local competishytors of the bank subsidiaries

The estimated fair value of demand NOW savings money marshyket deposits and other borrowings is the book value since rates are regularly adjusted to market rates and amounts are payable on demand at the reporting date

Commitments to Originate Loans Forward Sale Commitments Letters of Credit and Lines of Credit The fair value of commitments to originate loans is estimated using the fees currently charged to enter into similar agreements taking into account the remaining terms of the agreements and the present creditworthiness of the counterparties For fixedshyrate loan commitments fair value also considers the difference between current levels of interest rates and the committed rates

The fair value of commitments to sell securities is estimated based on current market prices for securities of similar terms and credit quality

The fair values of letters of credit and lines of credit are based on fees currently charged for similar agreements or on the estimated cost to terminate or otherwise settle the obligations with the counterparties at the reporting date

Notes to Consolidated Financial Statements

XVI Accumul ated Comprehensive Income (Loss)

The components of accumulated other comprehensive income loss) included in stockholders equity are as follows (Dollars in thousands)

Net unrealized gains (Joss) on available for sale securities Tax effect Net-of-tax amount

20 1 4

$ 766 (260)

$ 506

2013

$ (871) 296

$ (575)

Amounts reclassified from accumulated other comprehensive income and the affected line items in the statements of income during the years ended December 31 were as follows

Affected line item in 20 1 4 2013 2012 the statements of

income

Net realized gains of Unrealized gains on securities available for sale $ 368 $ 434 $ 2084 sales of available for-sale

securities

Tax effect (1 26) (i 48) (709) Income taxes Total reclassification out of accumulated other comprehensive income $ 242 $ 286 $ 1 375 Net reclassified

amount

XVII Goodwill and Acquired Intangible Assets

The Corporations goodwill and intangible assets are as follows There was no Impairment of goodwill or intangible assets in 2014 or 2013 (Dollars in thousands)

20 1 4 2013

Goodwill $ 3265 $ 3265 Core deposit intangibles $ 1 805 $ 1 805 Non-compete agreement 375 375 Intangible assets 21 80 2 180 Less accumulated amortization 2 180 2090

Total intangible assets $ $ 90

Aggregate amortization expense for years ended December 31 2014 201 3 and 201 2 was $90 $181 and $1 80 thousand respectively

XVI II Subsequent Events

Management evaluated subsequent events through February 27 201 5 the date the consolidated financial statements were available to be issued Events or transactions occurring after December 31 2014 but prior to February 27 2015 that provided additional evidence about conditions that existed at December 31 2014 have been recognized in the consolidated financial statements for the year ended December 31 2014 Events or transactions that provided evidence about conditions that did not exist at December 31 201 4 but arose before the consolidated financial statements were available to be issued have not been recognized in the consolidated financial statements for the year ended December 31 2014

This information is an Integral part of the accompanying consolidated financial statements

Independent Auditors Report

CPAs amp Advisors

Board of Directors

NI Bancshares Corporation

Sycamore Illinois

We have audited the accompanying consolidated financial statements of NI Bancshares Corporation which comprise

the consolidated balance sheets as of December 3 1 2014 and 2013 and the related consolidated statements of income

comprehensive income (loss) stockholders equity and cash flows for the years ended December 3 1 2014 2013 and 2012 and the related notes to the consolidated financial statements

Managements Responsibility for the Financial Statements

Management is responsible for the preparation and fair presentation of these consolidated financial statements in accordance

with accounting principles generally accepted in the United States of America this includes the design implementation and

maintenance of internal control relevant to the preparation and fair presentation of consolidated financial statements that are

free from material misstatement whether due to fraud or error

Auditors Responsibility

Our responsibility is to express an opinion on these consolidated financial statements based on our audits We conducted our

audits in accordance with auditing standards generally accepted in the United States of America Those standards require that

we plan and perform the audit to obtain reasonable assurance about whether the consolidated financial statements are free from material misstatement

An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the consolidated

financial statements The procedures selected depend on the auditors judgment including the assessment of the risks of material misstatement of the consolidated financial statements whether due to fraud or error In making those risk

assessments the auditor considers internal control relevant to the Corporations preparation and fair presentation of the

consolidated financial statements in order to design audit procedures that are appropriate in the circumstances but not for

the purpose of expressing an opinion on the effectiveness of the Corporations internal control Accordingly we express no

such opinion An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of

significant accounting estimates made by management as well as evaluating the overall presentation of the consolidated

financial statements

We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion

Opinion In our opinion the consolidated financial statements referred to above present fairly in all material respects the financial position of NI Bancshares Corporation as of December 3 1 2014 and 2013 and the results of its operations and cash flows

for the years ended December 3 1 2014 2013 and 2012 in accordance with accounting principles generally accepted in the United States of America

Decatur Illinois February 27 2015

PRESID ENT I CEO Michael A Cullen

BUSI NESS BANKING Charles C Kaiser Senior Vice President - Business Banking

Michael A Hawley Senior Vice President - Senior Commercial Loan Officer

Grant M Goltz Vice President - Commercial Loan Officer

Lucas G Goucher Vice President - Commercial Loan Officer

Nicholas D Lee Vlce President - Commercial Loan Officer

Robert W Mason Vice President - Commercial Loan Officer

Timothy J Meyer Vice President - Commercial Loan Officer

Sheela Prahlad Vice President - Commercial Loan Officer

CREDIT D EPARTMENT

Karen A Kuppler Senior Vice President - Chief Credit Officer

Gerald W Brantner Vice President - Senior Collector

CONSUM ER BANKING RESIDENTIAL LENDING ORIGINATION

Mark R ODell Vice President - Senior Retail Loan Officer

CONS U M ER BANKING Bradley V Brown Senior Vice President - Consumer Banking (Security Officer)

Terrence M Duffy Senior Vice President - Consumer Banking Division Manager

Ishmael M McGhee Vice President - Consumer Banking Division Manager

Frank P Turza Vice President - Consumer Banking Division Manager

Directory of NBamp T

TRUST D EPARTMENT R David Van Buren Senior Vice President - Trust amp Investments

Stephen J Colianni Vice President -Trust Investment Officer

Stephen G Corcoran Vice President - Employee Benefits Manager

Karen J Daleo Vice President - Trust Tax Manager amp Assistant Secretary

James J Dombek Vice President - Personal Trust Manager amp Secretary

Kathryn J Johnson Vice President -Trust Administrator

Thomas M Sullivan Vice President - Trust Administrator

Carolyn S Swafford Vice President - Trust Administrator

FAR M SERVIC E DEPARTM ENT Scott R Pumroy Vice President - Farm Service Department Manager

OPERATIONS D EPARTMENT

Michelle R Carlson Vice President - Operations

Hien Van Do Vice President - Core Banking Systems Administrator

ACCOUNTING DEPARTM ENT David N McCoy Senior Vice President - Chief Financial Officer

BRAND amp MARKETING Tami J Armstrong Vice President - Brand amp Marketing

H U MAN RESOU RCES Samantha J Dailey Vice President - Human Resources

AUDITING DEPARTMENT Sarah M Taylor Vice President - Internal Audit

EXHIBIT 2A

NI BANCSHARES CORPORATIONS ORGANIZATIONAL CHART

NI BANCSHARES CORPORATIO N

230 W STATE ST SYCAMORE IL 601 78

State of Incorporation = Delaware

1 00

THE NATIONAL BAN K amp TRUST COMPANY OF SYCAMORE

230 W STATE ST SYCAMOR_E IL 601 78

hsults A list of branches for your depostorv nstftution NATIONAL BANK amp TRUST COMPANY OF SYCAMOftE THE (ID_RSSO 534345)

This depository fnstltutlon fs held by NI BANCSHARES CORPORATION (1827893) of SYCAMORE IL

The data are as of 12312014 Data reflects Information that was received and procMsed through 01072JJ1S

Reconciliation and YerfCtton Steps

1 In the Data Action column of each brmch row enter one or more of the actions specifild hilow 2 If required enter the date In the Effective te column

Actions

OK If the branch Information Is COfTect enter OK in the Data Action column

Chan1e If the branch Information Is incorrlCt or Incomplete revrse the data enter Change In the Data Action column and the date when this lnformaUon first beame valid Jn the Etfedive Oatbull column

Cose If a branch llsted was sold or closed enter dose In the Data Action column and thl ule or closure date In the Effective Date column Delete If a branch listed was never owned by th(s depository Institution enter Delltl In thl Oatbull Action column

Add lfa reportable branch Is missing Insert a row add the branch data and enter Add in thl Data Action column and the opening or acquisition date In the Effective Date laquo)lumn

If printing this lrst you may need to adjust your page setup in MS Excel Try uslng landscape orientation p1ae scaling andor liegal sl1ed pa pier

Submission Procedure

When you a finiihed send a savied copy to your FRB contact See the det1iled lmtructions on this site for more Information

If vou are ie-malllng this to your FRB contAct put your Institution name dtyand state In thie subjtct line of the e-mail

Note To satisfy the FR YmiddotlO portln1 rirements you must also submit FR Ymiddot10 Oomes-tic Branch Schedules for each bninch with a Ot Attlon of nae Close Deletl or Add

The FR fmiddotlO rieport may be submitted in a hardcopy format or via the FR Y-10 Online application middot httpsylOonlinefederalreservegov

bull FDIC UNINUM Office Number and ID_RSSD columns are for reference only Verification of these values Is not required

- Effecdw Ote Branch Service Type Bnnch ID Rssobull Popular Name Street Address City NATIONAL BANK amp TRUST COMPANY Of

OK Fun servlCI (Head Offitt) 53045 SYCAMORE THE 230 WEST STATE STREET SYCAMORE

OK Full Service 3310232 2290 SYCAMORE ROAD OfFICE 2290 SYCAMORE ROAD DEKALB

OK Full lce 3735255 BANCO NBampT BRANCH 1029 PLEASANT STREET DEKALB

OK Fullservice 354132 NSampT SQUARE BRANCH 130 WEST LINCOLN HIGHWAY DEKAlB

OK Full Service 3735246 ELBURN BRANCH 930 NORTH MAJN STREET ELBURN

OK Full Service 3310241 GENOA BRANCH 601 PEARSON DRIVE GfNOA

OK Full service 2192507 200 NORTH MAIN STREET OfFICE 200 NORTH MAIN STREET UtANO

OK full Service 4394873 SANDWlCH BRANCH 321 E OIURCH STREET SANDWlCH

OK Fullice 2D8577S SERENA BRANCH US HIGHWAY 52 SOMONAUK ROAD SERENA

OK Full Service 2431457 1425 DEKAl8 AVENUE BRANCH 1425 DEKALB AVENUE SYCAMORE

St1te

IL

IL

IL

IL

IL

IL

IL

IL

IL

IL

Zip Code Countv

60178 DEKALB

60US DEKALB

60115 DEKALB

60U5 DEKALB

60119 KANE

60135 DEKALB

60531 IASAllE

60548 DEKALB

60549 LA SAUE

60178 DEKALB

Country FDIC UNINUMbull Office Numberbull Hbullad Office Head Office ID_RSSD Comments

NATIONAL BANK amp TRUST COMPANY Of

UNITED STATES 6414 0 SYCAMORE THE 534345 NATIONAL BANK amp TRUST COMPANY OF

UNITED STATES 221714 2 SYCAMORE THE 534345 NATIONAL BANK amp TRUST COMPANY Of

UNITpound0 STATES 475977 9 SYCAMORE THE 534345

NATIONAL BANK amp TRUST COMPANY OF

UNITED STATES 10484 5 SYCAMORE THE 534345 NATIONAL BANK amp TRUST COMPANY OF

UNITED SfATES 475976 8 SYCAMORE THE 534345

NATIONAL BANK amp TRUST COMPANY OF

UNITED STATES 424666 4 SYCAMORE THE 534345 NATIONAL BANK amp TRUST COMPANY OF

UNITED STATES 237859 7 SYCAMOftE THE 534345 NATIONAL BANK amp TRUST COMPANY Of

UNITED STAttS 530108 10 SYCAMORE THE 534345 NATIONAL BANK amp TRUST COMPANY Of

UNITED STATES 2318S8 6 SYCAMORE THE 534345 NATIONAL BANK amp TRUST COMPANY OF

UN ITED STATES 264332 1 SYCAMORE THE 534345

Re ort Item 3 Securities Holders

FR Y-6

NI Bancshares Corporation

Sycamore IL

Fiscal Year Ending December 3 1 201 4

Current Securities Holders with ownership control or holdings of 5 or more with power to vote as-of fiscal year end

Securities Holders not listed in 3(1 )(a) through (3)(1 )(c) that had

ownership control or holdings of 5 or more with power to vote

during the fiscal year

(1 )(a)

Name amp Address (City

State Country)

James W Dutton

Tulsa OK USA

Jane Danielson

Freeport ME USA

Anne Pick

St Paul MN USA

(1 )(b)

Country of

Citizenship or

Incorporation

USA

USA

USA

(1 )(c) Number and

Percentage of Each

Class of Voting

Securities

62324 shares 594

84563 shares 806

88480 shares 843

(2)(a) (2)(b)

Country of

Name amp Address Citizenship or

(City State Country) Incorporation

(2)(c) Number and

Percentage of Each

Class of Voting

Securities

FA Y--6

NI Bancshares Corporation Sycamore ll

Ascal Year Ending December 311 2014

(1) (2) (3)(bull) (3)(b) (3)(o) (4)(bull) (4)(b) (4)(o) Percentage of List names of other companies

Percentage of Voting Securities Includeamp partnerships) If 25 or more Voting Securities ln Subsidiaries of voting securftles are held (list

Names amp Address Principal Occupation II other than Title amp Position with Title amp Position with Subsidiaries Title amp Position with Other Businesses Jn Holding (Include names names ol companies and percentage of

(City State Country) with Holding Company Holding Company (Include names of subsidiaries) (Include names ol other businesses) Company of subsidiaries) voting securltles held)

Michael A Cullen NIA Director President amp CEO Director President amp CEO NIA 018 None NIA Sycamore IL USA The National Bank amp Trust

Company of Sycamore

Richard N Anderson President - Anderson Director Director President 159 None Anderson Funeral Home Ltd (100) DeKalb JL USA Funeral Home Ltd The Natrona[ Bank amp Trust Anderson Funeral Home Ltd

Company of Sycamore

John H Boles NIA Director Retired Trust Officer NIA 149 None NIA Sycamore IL USA The National Bank amp Trust

Company of Sycamore

Evelina J Cichy Retired Vice President of Instruction Director Director NA 015 None NIA DeKalb IL USA Klshwaukee College The Natrona Bank amp Trust

Company of Sycamore

James W Dutton CFO Macrosolva lnc Chairman of the Board Chairman of the Board CFO Macrosolve lnc 594 None NIA Tulsa OK USA The Natonal Bank amp Trust

Company of Sycamore

Robert B Johnson Partner - Johnson Farms Director Director Partner 063 None Johnson Farms (40) DeKalb IL USA The National Bank amp Trust Johnson Farms

Company of Sycamore

Robert C Johnson NIA Director Director NIA 034 None NIA DeKalb IL USA The National Bank amp Trust

Company of Sycamore

Kevin P Poorten President amp CEO - Kish Health Syse Director Director NA 005 None NIA DeKalb IL USA The National Bank amp Trust

Company of Sycamore

Douglas C Roberts Private Investor Director Director PresidentmiddotZea mays Holdings LLC 382 None Zea mays Holdngs LLC (100) Sycamore IL USA The National Bank amp Trust

Company of Sycamore

Tmothy P Suter President amp CEO - Suter Company Director Director NA 002 None NIA Sycamore IL USA The Natlonal Bank amp Trust

Company of Sycamore

Report lem 4 Insiders -PAGE 2 of 2

Tami Armstrong NIA NIA VP Brand amp Marketng NIA 0005 None NIA Sycamore IL USA The Natonal Bank amp Trust

Company of Sycamore

Bradley V Brown NIA NIA SVP Consumer Banking NIA 0004 None NIA DeKalb IL USA The Natlonal Bank amp Trust

Company of Sy9amore

Michelle Carlson NIA NIA VP Operallons NIA 0004 None NIA SuQar Grove IL USA The National Bank amp Trust

Company of Sycamore

Sa_111antha J Dalley NIA NIA VP Human Resources NIA 0003 None NIA Sycamore IL USA The National Bank amp Trust

Company of Sycamore

James Dombek NIA NIA VP Personal Trust Manager NIA 0002 None NIA Sycamore IL USA The National Bank amp Trust

Company of Sycamore

Michael Hawley Geneva IL USA NIA NIA Sr VP Sr Commercial Loan Officer NIA 0005 None NIA

The Natfonal Bank amp Trust Company of Sycamore

Charles C Kaiser NIA NIA Sr VP Senior Lending Officer NIA 0007 None NIA Sycamore IL USA The National Bank amp Trust

Company of Sycamore

Karen Kupper NIA NIA SVP Chief Credit Offcer NIA 0003 None NIA Hinkley IL USA The Natonal Bank amp Trust

Company of Sycamore

Davld N McCoy NIA Treasurer SVP Chief Flnanclitl Officer NIA 0006 None NIA South Elgin IL USA The Natlonal Bank amp Trust

Company of Sycamore

Mark ODell NIA NIA VP Sr Residentlal loan Officer NIA 0000 None NIA Aurora IL USA The National Bank amp Trust

Company of Sycamore

A David VanBuren NIA NIA SVP Trust amp Investments NIA 0005 None NIA Sycamore IL USA The National Bank amp Trust

Company of Sycamore

  • FR Y-6 Cover Page
  • Report Item 1 Annual Report to Shareholders
  • Report Item 2a Organization Chart
  • Report Item 2b Domestic Branch Listing
  • Report Item 3 Securities Holders
  • Report Item 4 Insiders
Page 27: Annual Report of Holding Companies-FR Y-6/media/others/banking/...consistent and deliberate in implementing our strategic initiatives. In addition to our loan growth, our trust assets

Notes to Consolidated Financial Statements

V Land Premises and Equipment

A summary of land premises and equipment by asset classification at December 31 is as follows (Dollars in thousands)

20 1 4 2013

Land $ 7895 $ 7895 Premises 1 7 697 1 8297 Furniture fixtures and equipment 7867 791 7 Vehicles 1 1 0 1 1 0

33569 34219 Accumulated depreciation (1 241 2) (1 2281) Land premises and equipment net $ 21 1 57 $ 21 938

Depreciation expense for the years ended December 31 201 4 201 3 and 201 2 was $1 4 million $1 4 million and $1 i million respectively Leasehold improvements are capitalized and depreciated using the straight-line method over the terms of the respective leases or the estimated useful lives of the improvements whichever is shorter Expected terms include lease option periods to the extent that the exercise of such options is reasonably assured

Pursuant to the terms of noncancelable lease agreements in effect at December 31 2014 pertwning to banking premises and equipment future minimum rent commitments under various operating leases are as follows for years ended December 31 (Dollars in thousands)

2015 2016 2017 201 8 2019 Thereafter Total

$ 303 $ 306 $ 1 91 $ 79 $ 79 $ 298 $ i 257

The leases contain options to extend for periods from five to 50 years The cost of exercising such options is not included above Total rent expense for the years ended December 31 201 4 201 3 and 201 2 amounted to approximately $336 $334 and $426 thousand respectively

Notes to Consolidated Financial Statements

VI Deposits

Time deposits greater than or equal to $100 thousand were $653 million and $723 million at December 31 201 4 and 201 3 respectively Interest expense on these deposits was $08 million $1 1 million and $1 4 million in 201 4 201 3 and 201 2 respectively

At December 31 2014 the scheduled maturities of time deposits are as follows (Dollars in thousands

2015 201 6 201 7 2018 2019 Total

$ 66577 $ 26867 $ 32074 $ 1 4084 $ 1 1 81 0 $ 1 51 41 2

Interest-bearing deposits at December 31 consist of the following (Dollars in thousands)

20 1 4

201 3

NOW and Money Market

$ 229355

$ 225263

Savings

$ 55301

$ 53326

Time $100000 and over

$ 65267

$ 72339

Time Other

$ 86145

$ 93065

Total

$ 436068

$ 443993

The aggregate amount of deposit overdrafts included in loans at December 31 201 4 and 201 3 was $244 and $1 91 thousand respectively

VII Borrowings

The Bank has the ability to borrow from the Federal Home Loan Bank with borrowings collateralized by first mortgage loans mulshytifamily and farmland loans under a blanket lien agreement in the amount of approximately $60 million Based on this collateral and the Banks holdings of FHLB stock the Bank is eligible to borrow up to approximately $38 million at year-end 201 4

During 201 2 and in conjunction with the purchase of 392663 treasury shares of stock the Corporation borrowed $6 million from a correspondent bank pursuant to a newly established line of credit The borrowings bear an interest rate equal to the lenders prime rate with a minimum rate of 325 At December 31 201 4 the rate was 325 and the balance outstanding was $36 million The Corporation was required to make quarterly interest-only payments on this line of credit through December 31 201 3 after which in addition to quarterly interest payments the Corporation must make equal annual principal payments of $1 2 million through December 31 201 7 when the line of credit matures There is no prepayment penalty associated with the borrowing should the Corporation decide to repay the debt prior to maturity

As of December 31 201 4 the Bank was not in compliance with one of the note covenants relating to annual return on assets The note contains certain covenants including financial covenants for the Bank which must be met at all times Should the Corporation or the Bank be found not compliant with them during the term of the note there are remedies the issuing financial institution shall have the right to enforce including that the note could become immediately due and payable The issuing financial institution has approved the noncompliance for the fourth quarter ended December 31 201 4

Notes to Consolidated Financial Statements

VI II I n come Taxes

Income taxes reflected in the consolidated statements of operations consist of the following (Dollars in thousands)

20 1 4 2013 Current payable

Federal $ 30 $ 96 State 80

Deferred tax benefit 60 1 96 Income tax expense $ 90 $ 372

The Corporations income tax expense beneflt) differed from the federal statutory rate of 34 as indicated in the following analysis

(Dollars in thousands)

20 1 4 2013

Tax based on statutory rate $ 388 $ 458 State taxes net of federal tax benefit (1 06) 53 Effect of tax-exempt income (31 0) (276) Other net 1 1 8 1 37 Income tax expense $ 90 $ 372

The Corporation has the following deferred tax assets and liabilities at December 31 (Dollars in thousands)

Deferred tax assets Deferred tax liabilities

Net deferred tax assets

20 1 4

$ 31 07 (2782)

$ 325

2013

$ 2982 (2637)

$ 345

2012

$ 1 234 727 (68)

$ 1 893

2012

$ 1 875 390 (31 4)

(58) $ 1 893

The components of deferred income taxes were principally related to the allowance for loan losses other real estate owned write-downs differences in amortization of core deposit intangible assets depreciation and mortgage servicing rights Deferred tax liabilities related to unrealized losses and gains on securities available for sale are $260 and $296 thousand at December 31 201 4 and 201 3 respectively

The Corporation files income tax returns in the US federal jurisdiction and the State of Illinois The Corporation is no longer subject to US federal or state income tax examination by tax authorities for years before 201 1

Notes to Consolidated Financial Statements

IX Employee Benefits

Substantially all employees are covered by a profit sharing plan The contribution determined in accordance with the provisions of the plan was $i 72 thousand $i 23 thousand and $207 thousand in 20i 4 20i 3 and 20i 2 respectively

Under the Corporations Employee Stock Option Plan the Corporation may grant options to its key employees for up to 1 00000 shares of common stock The exercise price of each option equals the market price of the Corporations stock on the date of grant and the options maximum term is ten years The vesting period is three years from the date of grant GAAP provisions require that compensation cost relating to share-based payment transactions be recognized in the financial statements with measurement based upon the fair value of the equity or liability instruments issued For the year ended December 3i 20i 2 the Corporation recognized $i i 3 thousand in compensation expense for stock options For the year ended December 3i 20i 3 the Corporation recognized $97 thousand in compensation expense for stock options For the year ended December 3i 20i 4 the Corporation recognized no compensation expense for stock options

The activity in the plan is summarized as follows

Outstanding at beginning of year Granted Exercised Forfeitedexpired Outstanding at end of year

Options exercisable at year-end

Non-vested options beginning of year Granted Vested Forfeitedexpired Non-vested options at year end

Shares

85998

(i 000)

84998

84998

20 1 4

Weighted Weighted Average Average

Exercise Price Contractual Term

$ 4762

3200

$ 4748

$ 4748

2 0 1 4

Number of Shares

8333

(8333)

(in years)

35

35

Weighted Average

Grant Date Fair Value

$ 3200

3200

$

2013

Weighted Weighted Shares Average Average

Exercise Price Contractual Term (in years)

88998 $ 4709

(667) 3200 (2333) 3747

85998 $ 4762 48

77665 $ 4929 4i

2013

Weighted

Number of Average

Grant Date Shares Fair Val u e

i 9333 $ 3200

(i 1 000) 3200

8333 $ 3200

The fair value of each option is estimated using Black-Scholes option-pricing model which requires the use of subjective valuation assumptions The expected volatility is based on historical volatility of the Corporations stock price The risk-free interest rates for periods within the contractual life of the awards are based on the US Treasury yield curve in effect at the time of the grant The expected life is based on historical exercise experience The dividend yield assumption is based on the Corporations history and expectation of dividend payouts There were no options granted in 20i 3 or 20i 4

At December Si 20i 4 there was no unrecognized cost related to non-vested stock options granted under the Employee Stock Option Plan

Notes to Consolidated Financial Statements

IX Emp loyee Benefits cont

The following table summarizes restricted stock activity

20 1 4 2013

Weighted Average Weighted Average Number of Grant Date Number of Grant Date

Shares Fair Value Shares Fair Value

Balance beginning of year 8959 $ 4000 $ Granted 8959 4000 Forfeited (888) 4000 Earned and issued (2250) 4000 Balance end of period 5821 $ 4000 8959 $ 4000

The fair value of the restricted stock awards is amortized to compensation expense over the vesting period (forty months) and is based on the market price of the Corporations common stock at the date of grant multiplied by the number of shares granted that are expected to vest At the date of grant the par value of the shares granted was recorded in equity as a credit to common stock and a debit to paid-in capital The weighted-average grant date fair value of restricted stock granted during the year ended December 31 201 4 was $4000 per share or $358 thousand Stock-based compensation expense for restricted stock for the year ended December 31 201 3 was $90 thousand Stock-based compensation expense for restricted stock during the year ended December 31 201 4 was $1 29 thousand Unrecognized compensation expense for non-vested restricted stock awards was $139 thousand and is expected to be recognized over a weighted average period of 34 months

X Related Party Transactions

The Bank has entered into transactions with certain directors executive officers significant stockholders and their affiliates or associshyates (related parties) Such transactions were made in the ordinary course of business on substantially the same terms and conditions including interest rate and collateral as those prevailing at the same tirne for comparable transactions with other customers and did not in the opinion of management involve more than normal credit risk or present other unfavorable features

Annual loan activity consisted of the following (Dollars in thousands

20 1 4 2013

Beginning balance $ 1 1 29 $ 1 1 63 New Joansadvances 1 94 46 Repayments (245) (80) Ending balance $ 1 078 $ 1 1 29

Deposits from related parties held by the Bank at December 31 201 4 and 201 3 amounted to $32 million and $37 million respectively

middot middot

XI Commitments and Contingencies

In the normal course of business the Bank makes various commitments and incurs certain contingent liabilities that are not reflected in the accompanying consolidated financial statements The credit risk associated with loan commitments and standby letters of credit is essentially the same as that involved with extending Joans to customers and is subject to the Banks credit policies Collateral or other security is normally not obtained for these financial instruments prior to their use and many of the commitments are expected to expire without being used

The following commitments existed at December 31 (Dollars in thousands

20 1 4 2013

Commitments to extend credit Fixed $ 33441 $ 26551 Variable 25597 24400

Standby letters of credit $ 483 $ 21 1

Notes to Consolidated Financial Statements

XII Reg u l atory M atters

The Bank is required to maintain average reserve balances with the Federal Reserve Bank based upon deposit levels and other facshytors The amount of those reserve balances for the years ended December Si 20i 4 and 20i 3 was approximately $i 00 thousand

Dividends are paid by the Corporation from its funds which are mainly provided by dividends from the Bank However national banking regulations and capital guidelines limit the amount of dividends that may be paid by banks

Banks and bank holding companies are subject to regulatory capital requirements administered by federal banking agencies Capital adequacy guidelines and additionally for banks prompt corrective action regulations involve quantitative measures of assets liabilities and certain off-balance-sheet items calculated under regulatory accounting practices Capital amounts and classificashytions are also subject to qualitative judgements by regulators Failure to meet capital requirements can initiate regulatory action Prompt corrective action provisions are not applicable to bank holding companies Furthermore the Banks regulators could require adjustments to regulatory capital not reflected in the financial statements

Prompt corrective action regulations provide five classifications well capitalized adequately capitalized undercapitalized significantly undercapitalized and critically undercapitalized although these terms are not used to represent overall financial condition If undershycapitalized capital distributions are limited as is asset growth and expansion and capital restoration plans are required

At December 3i 20i 4 the most recent notification from the Banks and Corporations regulator categorized the Bank as well capitalshyized under the regulatory framework for prompt corrective action To be categorized as well capitalized an institution must maintain minimum total risk-based Tier i risk-based and Tier i leverage ratios as set forth in the following tables There are no conditions or events since the notification that management believes have changed the Banks category The Banks and the consolidated Corporations actual capital amounts and ratios at December Si are presented in the table

Actual and required capital amounts and ratios are presented below at year-end (Dollars in thousands)

Minimum Minimum To Be For Capital Well-Capitalized

Actual Adequacy Purposes Under Bank Regulatory Capital Requirements

Amount Ratio Amount Ratio Amount Ratio 20 1 4 Total capital to risk weighted assets

Consolidated $ 56026 i 249 $ 35885 800 NIA NIA Bank 58957 i S i5 S5867 800 $ 448S4 i 000

Tier i (core) capital to risk weighted assets Consolidated 52i 2i i i 62 i 7942 400 NIA NIA Bank 55052 i 228 i 79S2 400 26898 600

Tier i (core) capital to average assets Consolidated 52 1 21 809 25768 400 NIA NIA Bank 55052 855 25908 400 S2i 94 500

20i3 Total capital to risk weighted assets

Consolidated $ 54577 i 289 $ S5995 800 NIA NIA Bank 56952 1S53 SS675 800 $ 42093 1 000

Tier 1 (core) capital to risk weighted assets Consolidated 5i S37 1 2 1 3 1 5931 400 NIA NIA Bank 5371 2 1 276 i 6838 400 25256 600

Tier 1 (core) capital to average assets Consolidated 5i 3S7 804 25306 400 NIA NIA Bank 537i 2 842 25675 400 31 895 500

Notes to Consolidated Financial Statements

XII I Earnings Per Share

The factors used in the earnings per share computation are as follows (Dollars in thousands except per share data)

20 1 4 2013 2012

Income Weighted- Per Share Income Weighted- Per Share Income Weighted- Per Share Average Amount Average Amount Average Amount Shares Shares Shares

Basic earnings per share Net income $ 1 050 1 048g23 $ 1 00 $ 976 1 043765 $ 94 $ 3622 1 352929 $ 268 Effect of assumed exercise

of stock options and restricted stock awards 1 831 9786 NIA

Diluted earnings per share Net income $ 1 050 1 050754 $ 1 00 $ 976 1 053551 $ 93 $ 3622 1 352g2g $ 268

Options to purchase 68500 68500 and 88998 shares of common stock were outstanding at December 31 201 4 201 3 and 201 2 but were not included in the computation of diluted EPS because the options exercise price was greater than the average market price of the common shares for each period

Notes to Consolidated Financial Statements

XIV Fair Val u e Measurements

ASC Topic 820 Fair Value Measurements defines fair value as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market parshyticipants at the measurement date Topic 820 also specifies a fair value hierarchy which requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value The standard describes three levels of inputs that may be used to measure fair value

Level i Quoted prices in active markets for identical assets Level 2 Observable inputs other than Level i prices such

as quoted prices for similar assets quoted prices in markets that are not active or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities

Level 3 Unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets

Following is a description of the valuation methodologies and inputs used for assets and liabilities measured at fair value on a recurring basis and recognized in the accompanying balance sheets as well as the general classification of such assets and liabilities pursuant to the valuation hierarchy

Securities Available for Sale

Securities classified as available for sale are reported at fairvalue utilizing Level 2 inputs Except for equity securities unadjusted quoted prices in active markets for identical assets are utilized to determine fair value at the measurement date which are conshysidered Level i inputs For all other securities the Corporation obtains fair value measurements from an independent pricing sershyvice The fair value measurements consider observable data that may include dealer quotes market spreads cash flows the US Treasuryyield curve live trading levels trade execution data market consensus prepayment speeds credit information and the bonds terms and conditions among other things

Certain financial assets and financial liabilities are measured at fair value on a nonrecurring basis that is the instruments are not measured at fair value on an ongoing basis but are subject to fair value adjustments in certain circumstances (for example when there is evidence of impairment) At December 3i 20i 3 other real estate owned measured at fair value was $7 5 million using a combination of observable inputs including recent appraisshyals and unobservable inputs based on customized discounting criteria Due to the significance of the unobservable inputs all other real estate owned fair values have been classified as Level 3 Rnancial assets and financial liabilities excluding impaired Joans measured at fair value on a nonrecurring basis were not significant at December 31 201 4 and 2013

The following tables summarize financial assets measured at fair value at December 31 segregated by the level of the valuation inputs within the fair value hierarchy utilized to measure fair value (Dollars in thousands)

Level 1 Level 2 Level 3 Total 20 1 4 Inputs Inputs Inputs Fair Value Recurring

$ Equity securities $ 456 $ $ 456 Securities available for sale $ $ i 27768 $ $ 1 27768

Nonrecurring $ Impaired Joans $ $ 1 069 $ 1 069

other real estate owned $ $ $ 3375 $ 3375

201 3 Recurring

$ $ Equity securities $ 2405 $ 2405 Securities available for sale $ $ i 4706i $ $ 1 4706i

Nonrecurring $ Impaired loans $ $ 91 6 $ 9 1 6

Other real estate owned $ $ $ 832 $ 832

Notes to Consolidated Financial Statements

XI Fair Value of Financial Instruments

The canying amount and fair value of the Corporations other financial instruments at December 31 are set forth below (Dollars in thousands)

Financial assets Cash and cash equivalents Restricted stock -Loans held for sale Loans net Accrued interest receivable

Financial liabilities Deposits Other borrowings Accrued interest payable

Commitments to orginate loans

Letters of credit

Lines of credit

Forward sale commitments

Carrying Amount

$ 2671 5 1 647 2432

405059 3369

$ 548940 3600

52

2014 201 3

Fair Value Carrying Amount

$ 2671 5 $ 36838 1 647 1 494 2432 5902

405027 377172 3369 2820

$ 51 3334 $ 549645 3600 4800

52 66

Fair Value

$ 36838 1 494 5902

377166 2820

$ 502487 4800

66

Notes to Consolidated Financial Statements

XV Fair Val u e of Financial Instrum ents cont

Nonrecurring Measurements Following is a description of the valuation methodologies and inputs used for assets measured at fair value on a nonrecurring basis and recognized in the accompanying balance sheets as well as the general classification of such assets pursuant to the valuation hierarchy For assets classified within Level 3 of the fair value hierarchy the process used to develop the reported fair value is described below

Other Real Estate Owned Other real estate owned (OREO) is carried at fair value Jess estimated cost to sell when the real estate is acquired Estimated fair value of OREO is based on appraisals or evaluations OREO is classified within Level 3 of the fair value hierarchy

Appraisals of OREO are obtained when the real estate is acquired and subsequently as deemed necessary by the Banks manageshyment Appraisals are reviewed for accuracy and consistency by the Bank Appraisers are selected from the list of approved appraisers maintained by management

Collateral-dependent Impaired Loans Net of ALLL The estimated fair value of collateral-dependent impaired Joans is based on the appraised fair value of the collateral Jess estimated cost to sell Collateral-dependent impaired Joans are classified within Level 3 of the fair value hierarchy

The Bank considers the appraisal or evaluation as the starting point for determining fair value and then considers other factors and events in the environment that may affect the fair value Appraisals of the collateral underlying collateral-dependent Joans are obtained when the loan is determined to be collateral-dependent and subsequently as deemed necessary by the Banks management Appraisals are reviewed for accuracy and consistency by the Bank Appraisers are selected from the list of approved appraisers mainshytained by management The appraised values are reduced by discounts to consider lack of marketability and estimated cost to sell if repayment or satisfaction of the Joan is dependent on the sale of the collateral These discounts and estimates are developed by the credit department by comparison to historical results

Notes to Consolidated Financial Statements

XV Fair Val ue of Financial Instruments cont

Unobservable (Level 3) Inputs The following table presents quantitahve information about unobservable inputs used in recurring and nonrecurring Level s fair value measurements other than goodwill (Dollars in thousands)

Other real estate owned

middot Collateral-dependent impaired loans

Other real estate owned

Collateral-dependent impaired loans

Fair Value at 123 114

$ 3375

$ 1 069

Fair Value at 123113

$ 832

$ 91 6

Sensitivity of Significant U nobservable Inputs The following is a discussion of the sensitivity of significant unobshyservable inputs the interrelationships between those inputs and other unobservable inputs used in recurring fair value measureshyment and of how those inputs might magnify or mitigate the effect of changes in the unobservable inputs on the fair value measurement

The following follows the Fair value table The following methods were used to estimate the fair value of all other financial instruments recognized in the accompanying balshyance sheet at amounts other than fair value

Cash and Cash Equivalents The carrying amount approximates fair value

Loans Held For Sale The carrying amount approximates fair value due to the insigshynificant time between origination and date of sale The carrying amount is the amount funded and accrued interest

Loans

Fair value is estimated by discounting the future cash flows using the market rates at which similar notes would be made to borshyrowers with similar credit ratings and for the same remaining maturities The market rates used are based on current rates the Bank would impose for similar loans and reflect a market parshyticipant assumption about risks associated with nonperformance illiquidity and the structure and term of the loans along with local economic and market conditions

Restricted Stock Fair value is estimated at book value due to restrictions that limit the sale or transfer of such securities

Valuation Unobservable Range Technique Inputs (Weighted

Market comparable Comparability Average)

properties adjustments () Not available

Market comparable Marketability properties discount 1 0 - 1 5 (1 2)

Valuation U nobservable Range Technique Inputs (Weighted

Market comparable Comparability Average)

properties adjustments () Not available

Market comparable Marketability properties discount 1 0 - 1 5 (1 2)

Accrued Interest Receivable and Payable

The carrying amount approximates fair value The carrying amount is determined using the interest rate balance and last payment date

Deposits and Other Borrowings Fair value of term deposits is estimated by discounting the future cash flows using rates of similar deposits with similar maturities The market rates used were obtained from a knowledgeable independent third party and reviewed by the Corporation The rates were the average of current rates offered by local competishytors of the bank subsidiaries

The estimated fair value of demand NOW savings money marshyket deposits and other borrowings is the book value since rates are regularly adjusted to market rates and amounts are payable on demand at the reporting date

Commitments to Originate Loans Forward Sale Commitments Letters of Credit and Lines of Credit The fair value of commitments to originate loans is estimated using the fees currently charged to enter into similar agreements taking into account the remaining terms of the agreements and the present creditworthiness of the counterparties For fixedshyrate loan commitments fair value also considers the difference between current levels of interest rates and the committed rates

The fair value of commitments to sell securities is estimated based on current market prices for securities of similar terms and credit quality

The fair values of letters of credit and lines of credit are based on fees currently charged for similar agreements or on the estimated cost to terminate or otherwise settle the obligations with the counterparties at the reporting date

Notes to Consolidated Financial Statements

XVI Accumul ated Comprehensive Income (Loss)

The components of accumulated other comprehensive income loss) included in stockholders equity are as follows (Dollars in thousands)

Net unrealized gains (Joss) on available for sale securities Tax effect Net-of-tax amount

20 1 4

$ 766 (260)

$ 506

2013

$ (871) 296

$ (575)

Amounts reclassified from accumulated other comprehensive income and the affected line items in the statements of income during the years ended December 31 were as follows

Affected line item in 20 1 4 2013 2012 the statements of

income

Net realized gains of Unrealized gains on securities available for sale $ 368 $ 434 $ 2084 sales of available for-sale

securities

Tax effect (1 26) (i 48) (709) Income taxes Total reclassification out of accumulated other comprehensive income $ 242 $ 286 $ 1 375 Net reclassified

amount

XVII Goodwill and Acquired Intangible Assets

The Corporations goodwill and intangible assets are as follows There was no Impairment of goodwill or intangible assets in 2014 or 2013 (Dollars in thousands)

20 1 4 2013

Goodwill $ 3265 $ 3265 Core deposit intangibles $ 1 805 $ 1 805 Non-compete agreement 375 375 Intangible assets 21 80 2 180 Less accumulated amortization 2 180 2090

Total intangible assets $ $ 90

Aggregate amortization expense for years ended December 31 2014 201 3 and 201 2 was $90 $181 and $1 80 thousand respectively

XVI II Subsequent Events

Management evaluated subsequent events through February 27 201 5 the date the consolidated financial statements were available to be issued Events or transactions occurring after December 31 2014 but prior to February 27 2015 that provided additional evidence about conditions that existed at December 31 2014 have been recognized in the consolidated financial statements for the year ended December 31 2014 Events or transactions that provided evidence about conditions that did not exist at December 31 201 4 but arose before the consolidated financial statements were available to be issued have not been recognized in the consolidated financial statements for the year ended December 31 2014

This information is an Integral part of the accompanying consolidated financial statements

Independent Auditors Report

CPAs amp Advisors

Board of Directors

NI Bancshares Corporation

Sycamore Illinois

We have audited the accompanying consolidated financial statements of NI Bancshares Corporation which comprise

the consolidated balance sheets as of December 3 1 2014 and 2013 and the related consolidated statements of income

comprehensive income (loss) stockholders equity and cash flows for the years ended December 3 1 2014 2013 and 2012 and the related notes to the consolidated financial statements

Managements Responsibility for the Financial Statements

Management is responsible for the preparation and fair presentation of these consolidated financial statements in accordance

with accounting principles generally accepted in the United States of America this includes the design implementation and

maintenance of internal control relevant to the preparation and fair presentation of consolidated financial statements that are

free from material misstatement whether due to fraud or error

Auditors Responsibility

Our responsibility is to express an opinion on these consolidated financial statements based on our audits We conducted our

audits in accordance with auditing standards generally accepted in the United States of America Those standards require that

we plan and perform the audit to obtain reasonable assurance about whether the consolidated financial statements are free from material misstatement

An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the consolidated

financial statements The procedures selected depend on the auditors judgment including the assessment of the risks of material misstatement of the consolidated financial statements whether due to fraud or error In making those risk

assessments the auditor considers internal control relevant to the Corporations preparation and fair presentation of the

consolidated financial statements in order to design audit procedures that are appropriate in the circumstances but not for

the purpose of expressing an opinion on the effectiveness of the Corporations internal control Accordingly we express no

such opinion An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of

significant accounting estimates made by management as well as evaluating the overall presentation of the consolidated

financial statements

We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion

Opinion In our opinion the consolidated financial statements referred to above present fairly in all material respects the financial position of NI Bancshares Corporation as of December 3 1 2014 and 2013 and the results of its operations and cash flows

for the years ended December 3 1 2014 2013 and 2012 in accordance with accounting principles generally accepted in the United States of America

Decatur Illinois February 27 2015

PRESID ENT I CEO Michael A Cullen

BUSI NESS BANKING Charles C Kaiser Senior Vice President - Business Banking

Michael A Hawley Senior Vice President - Senior Commercial Loan Officer

Grant M Goltz Vice President - Commercial Loan Officer

Lucas G Goucher Vice President - Commercial Loan Officer

Nicholas D Lee Vlce President - Commercial Loan Officer

Robert W Mason Vice President - Commercial Loan Officer

Timothy J Meyer Vice President - Commercial Loan Officer

Sheela Prahlad Vice President - Commercial Loan Officer

CREDIT D EPARTMENT

Karen A Kuppler Senior Vice President - Chief Credit Officer

Gerald W Brantner Vice President - Senior Collector

CONSUM ER BANKING RESIDENTIAL LENDING ORIGINATION

Mark R ODell Vice President - Senior Retail Loan Officer

CONS U M ER BANKING Bradley V Brown Senior Vice President - Consumer Banking (Security Officer)

Terrence M Duffy Senior Vice President - Consumer Banking Division Manager

Ishmael M McGhee Vice President - Consumer Banking Division Manager

Frank P Turza Vice President - Consumer Banking Division Manager

Directory of NBamp T

TRUST D EPARTMENT R David Van Buren Senior Vice President - Trust amp Investments

Stephen J Colianni Vice President -Trust Investment Officer

Stephen G Corcoran Vice President - Employee Benefits Manager

Karen J Daleo Vice President - Trust Tax Manager amp Assistant Secretary

James J Dombek Vice President - Personal Trust Manager amp Secretary

Kathryn J Johnson Vice President -Trust Administrator

Thomas M Sullivan Vice President - Trust Administrator

Carolyn S Swafford Vice President - Trust Administrator

FAR M SERVIC E DEPARTM ENT Scott R Pumroy Vice President - Farm Service Department Manager

OPERATIONS D EPARTMENT

Michelle R Carlson Vice President - Operations

Hien Van Do Vice President - Core Banking Systems Administrator

ACCOUNTING DEPARTM ENT David N McCoy Senior Vice President - Chief Financial Officer

BRAND amp MARKETING Tami J Armstrong Vice President - Brand amp Marketing

H U MAN RESOU RCES Samantha J Dailey Vice President - Human Resources

AUDITING DEPARTMENT Sarah M Taylor Vice President - Internal Audit

EXHIBIT 2A

NI BANCSHARES CORPORATIONS ORGANIZATIONAL CHART

NI BANCSHARES CORPORATIO N

230 W STATE ST SYCAMORE IL 601 78

State of Incorporation = Delaware

1 00

THE NATIONAL BAN K amp TRUST COMPANY OF SYCAMORE

230 W STATE ST SYCAMOR_E IL 601 78

hsults A list of branches for your depostorv nstftution NATIONAL BANK amp TRUST COMPANY OF SYCAMOftE THE (ID_RSSO 534345)

This depository fnstltutlon fs held by NI BANCSHARES CORPORATION (1827893) of SYCAMORE IL

The data are as of 12312014 Data reflects Information that was received and procMsed through 01072JJ1S

Reconciliation and YerfCtton Steps

1 In the Data Action column of each brmch row enter one or more of the actions specifild hilow 2 If required enter the date In the Effective te column

Actions

OK If the branch Information Is COfTect enter OK in the Data Action column

Chan1e If the branch Information Is incorrlCt or Incomplete revrse the data enter Change In the Data Action column and the date when this lnformaUon first beame valid Jn the Etfedive Oatbull column

Cose If a branch llsted was sold or closed enter dose In the Data Action column and thl ule or closure date In the Effective Date column Delete If a branch listed was never owned by th(s depository Institution enter Delltl In thl Oatbull Action column

Add lfa reportable branch Is missing Insert a row add the branch data and enter Add in thl Data Action column and the opening or acquisition date In the Effective Date laquo)lumn

If printing this lrst you may need to adjust your page setup in MS Excel Try uslng landscape orientation p1ae scaling andor liegal sl1ed pa pier

Submission Procedure

When you a finiihed send a savied copy to your FRB contact See the det1iled lmtructions on this site for more Information

If vou are ie-malllng this to your FRB contAct put your Institution name dtyand state In thie subjtct line of the e-mail

Note To satisfy the FR YmiddotlO portln1 rirements you must also submit FR Ymiddot10 Oomes-tic Branch Schedules for each bninch with a Ot Attlon of nae Close Deletl or Add

The FR fmiddotlO rieport may be submitted in a hardcopy format or via the FR Y-10 Online application middot httpsylOonlinefederalreservegov

bull FDIC UNINUM Office Number and ID_RSSD columns are for reference only Verification of these values Is not required

- Effecdw Ote Branch Service Type Bnnch ID Rssobull Popular Name Street Address City NATIONAL BANK amp TRUST COMPANY Of

OK Fun servlCI (Head Offitt) 53045 SYCAMORE THE 230 WEST STATE STREET SYCAMORE

OK Full Service 3310232 2290 SYCAMORE ROAD OfFICE 2290 SYCAMORE ROAD DEKALB

OK Full lce 3735255 BANCO NBampT BRANCH 1029 PLEASANT STREET DEKALB

OK Fullservice 354132 NSampT SQUARE BRANCH 130 WEST LINCOLN HIGHWAY DEKAlB

OK Full Service 3735246 ELBURN BRANCH 930 NORTH MAJN STREET ELBURN

OK Full Service 3310241 GENOA BRANCH 601 PEARSON DRIVE GfNOA

OK Full service 2192507 200 NORTH MAIN STREET OfFICE 200 NORTH MAIN STREET UtANO

OK full Service 4394873 SANDWlCH BRANCH 321 E OIURCH STREET SANDWlCH

OK Fullice 2D8577S SERENA BRANCH US HIGHWAY 52 SOMONAUK ROAD SERENA

OK Full Service 2431457 1425 DEKAl8 AVENUE BRANCH 1425 DEKALB AVENUE SYCAMORE

St1te

IL

IL

IL

IL

IL

IL

IL

IL

IL

IL

Zip Code Countv

60178 DEKALB

60US DEKALB

60115 DEKALB

60U5 DEKALB

60119 KANE

60135 DEKALB

60531 IASAllE

60548 DEKALB

60549 LA SAUE

60178 DEKALB

Country FDIC UNINUMbull Office Numberbull Hbullad Office Head Office ID_RSSD Comments

NATIONAL BANK amp TRUST COMPANY Of

UNITED STATES 6414 0 SYCAMORE THE 534345 NATIONAL BANK amp TRUST COMPANY OF

UNITED STATES 221714 2 SYCAMORE THE 534345 NATIONAL BANK amp TRUST COMPANY Of

UNITpound0 STATES 475977 9 SYCAMORE THE 534345

NATIONAL BANK amp TRUST COMPANY OF

UNITED STATES 10484 5 SYCAMORE THE 534345 NATIONAL BANK amp TRUST COMPANY OF

UNITED SfATES 475976 8 SYCAMORE THE 534345

NATIONAL BANK amp TRUST COMPANY OF

UNITED STATES 424666 4 SYCAMORE THE 534345 NATIONAL BANK amp TRUST COMPANY OF

UNITED STATES 237859 7 SYCAMOftE THE 534345 NATIONAL BANK amp TRUST COMPANY Of

UNITED STAttS 530108 10 SYCAMORE THE 534345 NATIONAL BANK amp TRUST COMPANY Of

UNITED STATES 2318S8 6 SYCAMORE THE 534345 NATIONAL BANK amp TRUST COMPANY OF

UN ITED STATES 264332 1 SYCAMORE THE 534345

Re ort Item 3 Securities Holders

FR Y-6

NI Bancshares Corporation

Sycamore IL

Fiscal Year Ending December 3 1 201 4

Current Securities Holders with ownership control or holdings of 5 or more with power to vote as-of fiscal year end

Securities Holders not listed in 3(1 )(a) through (3)(1 )(c) that had

ownership control or holdings of 5 or more with power to vote

during the fiscal year

(1 )(a)

Name amp Address (City

State Country)

James W Dutton

Tulsa OK USA

Jane Danielson

Freeport ME USA

Anne Pick

St Paul MN USA

(1 )(b)

Country of

Citizenship or

Incorporation

USA

USA

USA

(1 )(c) Number and

Percentage of Each

Class of Voting

Securities

62324 shares 594

84563 shares 806

88480 shares 843

(2)(a) (2)(b)

Country of

Name amp Address Citizenship or

(City State Country) Incorporation

(2)(c) Number and

Percentage of Each

Class of Voting

Securities

FA Y--6

NI Bancshares Corporation Sycamore ll

Ascal Year Ending December 311 2014

(1) (2) (3)(bull) (3)(b) (3)(o) (4)(bull) (4)(b) (4)(o) Percentage of List names of other companies

Percentage of Voting Securities Includeamp partnerships) If 25 or more Voting Securities ln Subsidiaries of voting securftles are held (list

Names amp Address Principal Occupation II other than Title amp Position with Title amp Position with Subsidiaries Title amp Position with Other Businesses Jn Holding (Include names names ol companies and percentage of

(City State Country) with Holding Company Holding Company (Include names of subsidiaries) (Include names ol other businesses) Company of subsidiaries) voting securltles held)

Michael A Cullen NIA Director President amp CEO Director President amp CEO NIA 018 None NIA Sycamore IL USA The National Bank amp Trust

Company of Sycamore

Richard N Anderson President - Anderson Director Director President 159 None Anderson Funeral Home Ltd (100) DeKalb JL USA Funeral Home Ltd The Natrona[ Bank amp Trust Anderson Funeral Home Ltd

Company of Sycamore

John H Boles NIA Director Retired Trust Officer NIA 149 None NIA Sycamore IL USA The National Bank amp Trust

Company of Sycamore

Evelina J Cichy Retired Vice President of Instruction Director Director NA 015 None NIA DeKalb IL USA Klshwaukee College The Natrona Bank amp Trust

Company of Sycamore

James W Dutton CFO Macrosolva lnc Chairman of the Board Chairman of the Board CFO Macrosolve lnc 594 None NIA Tulsa OK USA The Natonal Bank amp Trust

Company of Sycamore

Robert B Johnson Partner - Johnson Farms Director Director Partner 063 None Johnson Farms (40) DeKalb IL USA The National Bank amp Trust Johnson Farms

Company of Sycamore

Robert C Johnson NIA Director Director NIA 034 None NIA DeKalb IL USA The National Bank amp Trust

Company of Sycamore

Kevin P Poorten President amp CEO - Kish Health Syse Director Director NA 005 None NIA DeKalb IL USA The National Bank amp Trust

Company of Sycamore

Douglas C Roberts Private Investor Director Director PresidentmiddotZea mays Holdings LLC 382 None Zea mays Holdngs LLC (100) Sycamore IL USA The National Bank amp Trust

Company of Sycamore

Tmothy P Suter President amp CEO - Suter Company Director Director NA 002 None NIA Sycamore IL USA The Natlonal Bank amp Trust

Company of Sycamore

Report lem 4 Insiders -PAGE 2 of 2

Tami Armstrong NIA NIA VP Brand amp Marketng NIA 0005 None NIA Sycamore IL USA The Natonal Bank amp Trust

Company of Sycamore

Bradley V Brown NIA NIA SVP Consumer Banking NIA 0004 None NIA DeKalb IL USA The Natlonal Bank amp Trust

Company of Sy9amore

Michelle Carlson NIA NIA VP Operallons NIA 0004 None NIA SuQar Grove IL USA The National Bank amp Trust

Company of Sycamore

Sa_111antha J Dalley NIA NIA VP Human Resources NIA 0003 None NIA Sycamore IL USA The National Bank amp Trust

Company of Sycamore

James Dombek NIA NIA VP Personal Trust Manager NIA 0002 None NIA Sycamore IL USA The National Bank amp Trust

Company of Sycamore

Michael Hawley Geneva IL USA NIA NIA Sr VP Sr Commercial Loan Officer NIA 0005 None NIA

The Natfonal Bank amp Trust Company of Sycamore

Charles C Kaiser NIA NIA Sr VP Senior Lending Officer NIA 0007 None NIA Sycamore IL USA The National Bank amp Trust

Company of Sycamore

Karen Kupper NIA NIA SVP Chief Credit Offcer NIA 0003 None NIA Hinkley IL USA The Natonal Bank amp Trust

Company of Sycamore

Davld N McCoy NIA Treasurer SVP Chief Flnanclitl Officer NIA 0006 None NIA South Elgin IL USA The Natlonal Bank amp Trust

Company of Sycamore

Mark ODell NIA NIA VP Sr Residentlal loan Officer NIA 0000 None NIA Aurora IL USA The National Bank amp Trust

Company of Sycamore

A David VanBuren NIA NIA SVP Trust amp Investments NIA 0005 None NIA Sycamore IL USA The National Bank amp Trust

Company of Sycamore

  • FR Y-6 Cover Page
  • Report Item 1 Annual Report to Shareholders
  • Report Item 2a Organization Chart
  • Report Item 2b Domestic Branch Listing
  • Report Item 3 Securities Holders
  • Report Item 4 Insiders
Page 28: Annual Report of Holding Companies-FR Y-6/media/others/banking/...consistent and deliberate in implementing our strategic initiatives. In addition to our loan growth, our trust assets

Notes to Consolidated Financial Statements

VI Deposits

Time deposits greater than or equal to $100 thousand were $653 million and $723 million at December 31 201 4 and 201 3 respectively Interest expense on these deposits was $08 million $1 1 million and $1 4 million in 201 4 201 3 and 201 2 respectively

At December 31 2014 the scheduled maturities of time deposits are as follows (Dollars in thousands

2015 201 6 201 7 2018 2019 Total

$ 66577 $ 26867 $ 32074 $ 1 4084 $ 1 1 81 0 $ 1 51 41 2

Interest-bearing deposits at December 31 consist of the following (Dollars in thousands)

20 1 4

201 3

NOW and Money Market

$ 229355

$ 225263

Savings

$ 55301

$ 53326

Time $100000 and over

$ 65267

$ 72339

Time Other

$ 86145

$ 93065

Total

$ 436068

$ 443993

The aggregate amount of deposit overdrafts included in loans at December 31 201 4 and 201 3 was $244 and $1 91 thousand respectively

VII Borrowings

The Bank has the ability to borrow from the Federal Home Loan Bank with borrowings collateralized by first mortgage loans mulshytifamily and farmland loans under a blanket lien agreement in the amount of approximately $60 million Based on this collateral and the Banks holdings of FHLB stock the Bank is eligible to borrow up to approximately $38 million at year-end 201 4

During 201 2 and in conjunction with the purchase of 392663 treasury shares of stock the Corporation borrowed $6 million from a correspondent bank pursuant to a newly established line of credit The borrowings bear an interest rate equal to the lenders prime rate with a minimum rate of 325 At December 31 201 4 the rate was 325 and the balance outstanding was $36 million The Corporation was required to make quarterly interest-only payments on this line of credit through December 31 201 3 after which in addition to quarterly interest payments the Corporation must make equal annual principal payments of $1 2 million through December 31 201 7 when the line of credit matures There is no prepayment penalty associated with the borrowing should the Corporation decide to repay the debt prior to maturity

As of December 31 201 4 the Bank was not in compliance with one of the note covenants relating to annual return on assets The note contains certain covenants including financial covenants for the Bank which must be met at all times Should the Corporation or the Bank be found not compliant with them during the term of the note there are remedies the issuing financial institution shall have the right to enforce including that the note could become immediately due and payable The issuing financial institution has approved the noncompliance for the fourth quarter ended December 31 201 4

Notes to Consolidated Financial Statements

VI II I n come Taxes

Income taxes reflected in the consolidated statements of operations consist of the following (Dollars in thousands)

20 1 4 2013 Current payable

Federal $ 30 $ 96 State 80

Deferred tax benefit 60 1 96 Income tax expense $ 90 $ 372

The Corporations income tax expense beneflt) differed from the federal statutory rate of 34 as indicated in the following analysis

(Dollars in thousands)

20 1 4 2013

Tax based on statutory rate $ 388 $ 458 State taxes net of federal tax benefit (1 06) 53 Effect of tax-exempt income (31 0) (276) Other net 1 1 8 1 37 Income tax expense $ 90 $ 372

The Corporation has the following deferred tax assets and liabilities at December 31 (Dollars in thousands)

Deferred tax assets Deferred tax liabilities

Net deferred tax assets

20 1 4

$ 31 07 (2782)

$ 325

2013

$ 2982 (2637)

$ 345

2012

$ 1 234 727 (68)

$ 1 893

2012

$ 1 875 390 (31 4)

(58) $ 1 893

The components of deferred income taxes were principally related to the allowance for loan losses other real estate owned write-downs differences in amortization of core deposit intangible assets depreciation and mortgage servicing rights Deferred tax liabilities related to unrealized losses and gains on securities available for sale are $260 and $296 thousand at December 31 201 4 and 201 3 respectively

The Corporation files income tax returns in the US federal jurisdiction and the State of Illinois The Corporation is no longer subject to US federal or state income tax examination by tax authorities for years before 201 1

Notes to Consolidated Financial Statements

IX Employee Benefits

Substantially all employees are covered by a profit sharing plan The contribution determined in accordance with the provisions of the plan was $i 72 thousand $i 23 thousand and $207 thousand in 20i 4 20i 3 and 20i 2 respectively

Under the Corporations Employee Stock Option Plan the Corporation may grant options to its key employees for up to 1 00000 shares of common stock The exercise price of each option equals the market price of the Corporations stock on the date of grant and the options maximum term is ten years The vesting period is three years from the date of grant GAAP provisions require that compensation cost relating to share-based payment transactions be recognized in the financial statements with measurement based upon the fair value of the equity or liability instruments issued For the year ended December 3i 20i 2 the Corporation recognized $i i 3 thousand in compensation expense for stock options For the year ended December 3i 20i 3 the Corporation recognized $97 thousand in compensation expense for stock options For the year ended December 3i 20i 4 the Corporation recognized no compensation expense for stock options

The activity in the plan is summarized as follows

Outstanding at beginning of year Granted Exercised Forfeitedexpired Outstanding at end of year

Options exercisable at year-end

Non-vested options beginning of year Granted Vested Forfeitedexpired Non-vested options at year end

Shares

85998

(i 000)

84998

84998

20 1 4

Weighted Weighted Average Average

Exercise Price Contractual Term

$ 4762

3200

$ 4748

$ 4748

2 0 1 4

Number of Shares

8333

(8333)

(in years)

35

35

Weighted Average

Grant Date Fair Value

$ 3200

3200

$

2013

Weighted Weighted Shares Average Average

Exercise Price Contractual Term (in years)

88998 $ 4709

(667) 3200 (2333) 3747

85998 $ 4762 48

77665 $ 4929 4i

2013

Weighted

Number of Average

Grant Date Shares Fair Val u e

i 9333 $ 3200

(i 1 000) 3200

8333 $ 3200

The fair value of each option is estimated using Black-Scholes option-pricing model which requires the use of subjective valuation assumptions The expected volatility is based on historical volatility of the Corporations stock price The risk-free interest rates for periods within the contractual life of the awards are based on the US Treasury yield curve in effect at the time of the grant The expected life is based on historical exercise experience The dividend yield assumption is based on the Corporations history and expectation of dividend payouts There were no options granted in 20i 3 or 20i 4

At December Si 20i 4 there was no unrecognized cost related to non-vested stock options granted under the Employee Stock Option Plan

Notes to Consolidated Financial Statements

IX Emp loyee Benefits cont

The following table summarizes restricted stock activity

20 1 4 2013

Weighted Average Weighted Average Number of Grant Date Number of Grant Date

Shares Fair Value Shares Fair Value

Balance beginning of year 8959 $ 4000 $ Granted 8959 4000 Forfeited (888) 4000 Earned and issued (2250) 4000 Balance end of period 5821 $ 4000 8959 $ 4000

The fair value of the restricted stock awards is amortized to compensation expense over the vesting period (forty months) and is based on the market price of the Corporations common stock at the date of grant multiplied by the number of shares granted that are expected to vest At the date of grant the par value of the shares granted was recorded in equity as a credit to common stock and a debit to paid-in capital The weighted-average grant date fair value of restricted stock granted during the year ended December 31 201 4 was $4000 per share or $358 thousand Stock-based compensation expense for restricted stock for the year ended December 31 201 3 was $90 thousand Stock-based compensation expense for restricted stock during the year ended December 31 201 4 was $1 29 thousand Unrecognized compensation expense for non-vested restricted stock awards was $139 thousand and is expected to be recognized over a weighted average period of 34 months

X Related Party Transactions

The Bank has entered into transactions with certain directors executive officers significant stockholders and their affiliates or associshyates (related parties) Such transactions were made in the ordinary course of business on substantially the same terms and conditions including interest rate and collateral as those prevailing at the same tirne for comparable transactions with other customers and did not in the opinion of management involve more than normal credit risk or present other unfavorable features

Annual loan activity consisted of the following (Dollars in thousands

20 1 4 2013

Beginning balance $ 1 1 29 $ 1 1 63 New Joansadvances 1 94 46 Repayments (245) (80) Ending balance $ 1 078 $ 1 1 29

Deposits from related parties held by the Bank at December 31 201 4 and 201 3 amounted to $32 million and $37 million respectively

middot middot

XI Commitments and Contingencies

In the normal course of business the Bank makes various commitments and incurs certain contingent liabilities that are not reflected in the accompanying consolidated financial statements The credit risk associated with loan commitments and standby letters of credit is essentially the same as that involved with extending Joans to customers and is subject to the Banks credit policies Collateral or other security is normally not obtained for these financial instruments prior to their use and many of the commitments are expected to expire without being used

The following commitments existed at December 31 (Dollars in thousands

20 1 4 2013

Commitments to extend credit Fixed $ 33441 $ 26551 Variable 25597 24400

Standby letters of credit $ 483 $ 21 1

Notes to Consolidated Financial Statements

XII Reg u l atory M atters

The Bank is required to maintain average reserve balances with the Federal Reserve Bank based upon deposit levels and other facshytors The amount of those reserve balances for the years ended December Si 20i 4 and 20i 3 was approximately $i 00 thousand

Dividends are paid by the Corporation from its funds which are mainly provided by dividends from the Bank However national banking regulations and capital guidelines limit the amount of dividends that may be paid by banks

Banks and bank holding companies are subject to regulatory capital requirements administered by federal banking agencies Capital adequacy guidelines and additionally for banks prompt corrective action regulations involve quantitative measures of assets liabilities and certain off-balance-sheet items calculated under regulatory accounting practices Capital amounts and classificashytions are also subject to qualitative judgements by regulators Failure to meet capital requirements can initiate regulatory action Prompt corrective action provisions are not applicable to bank holding companies Furthermore the Banks regulators could require adjustments to regulatory capital not reflected in the financial statements

Prompt corrective action regulations provide five classifications well capitalized adequately capitalized undercapitalized significantly undercapitalized and critically undercapitalized although these terms are not used to represent overall financial condition If undershycapitalized capital distributions are limited as is asset growth and expansion and capital restoration plans are required

At December 3i 20i 4 the most recent notification from the Banks and Corporations regulator categorized the Bank as well capitalshyized under the regulatory framework for prompt corrective action To be categorized as well capitalized an institution must maintain minimum total risk-based Tier i risk-based and Tier i leverage ratios as set forth in the following tables There are no conditions or events since the notification that management believes have changed the Banks category The Banks and the consolidated Corporations actual capital amounts and ratios at December Si are presented in the table

Actual and required capital amounts and ratios are presented below at year-end (Dollars in thousands)

Minimum Minimum To Be For Capital Well-Capitalized

Actual Adequacy Purposes Under Bank Regulatory Capital Requirements

Amount Ratio Amount Ratio Amount Ratio 20 1 4 Total capital to risk weighted assets

Consolidated $ 56026 i 249 $ 35885 800 NIA NIA Bank 58957 i S i5 S5867 800 $ 448S4 i 000

Tier i (core) capital to risk weighted assets Consolidated 52i 2i i i 62 i 7942 400 NIA NIA Bank 55052 i 228 i 79S2 400 26898 600

Tier i (core) capital to average assets Consolidated 52 1 21 809 25768 400 NIA NIA Bank 55052 855 25908 400 S2i 94 500

20i3 Total capital to risk weighted assets

Consolidated $ 54577 i 289 $ S5995 800 NIA NIA Bank 56952 1S53 SS675 800 $ 42093 1 000

Tier 1 (core) capital to risk weighted assets Consolidated 5i S37 1 2 1 3 1 5931 400 NIA NIA Bank 5371 2 1 276 i 6838 400 25256 600

Tier 1 (core) capital to average assets Consolidated 5i 3S7 804 25306 400 NIA NIA Bank 537i 2 842 25675 400 31 895 500

Notes to Consolidated Financial Statements

XII I Earnings Per Share

The factors used in the earnings per share computation are as follows (Dollars in thousands except per share data)

20 1 4 2013 2012

Income Weighted- Per Share Income Weighted- Per Share Income Weighted- Per Share Average Amount Average Amount Average Amount Shares Shares Shares

Basic earnings per share Net income $ 1 050 1 048g23 $ 1 00 $ 976 1 043765 $ 94 $ 3622 1 352929 $ 268 Effect of assumed exercise

of stock options and restricted stock awards 1 831 9786 NIA

Diluted earnings per share Net income $ 1 050 1 050754 $ 1 00 $ 976 1 053551 $ 93 $ 3622 1 352g2g $ 268

Options to purchase 68500 68500 and 88998 shares of common stock were outstanding at December 31 201 4 201 3 and 201 2 but were not included in the computation of diluted EPS because the options exercise price was greater than the average market price of the common shares for each period

Notes to Consolidated Financial Statements

XIV Fair Val u e Measurements

ASC Topic 820 Fair Value Measurements defines fair value as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market parshyticipants at the measurement date Topic 820 also specifies a fair value hierarchy which requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value The standard describes three levels of inputs that may be used to measure fair value

Level i Quoted prices in active markets for identical assets Level 2 Observable inputs other than Level i prices such

as quoted prices for similar assets quoted prices in markets that are not active or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities

Level 3 Unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets

Following is a description of the valuation methodologies and inputs used for assets and liabilities measured at fair value on a recurring basis and recognized in the accompanying balance sheets as well as the general classification of such assets and liabilities pursuant to the valuation hierarchy

Securities Available for Sale

Securities classified as available for sale are reported at fairvalue utilizing Level 2 inputs Except for equity securities unadjusted quoted prices in active markets for identical assets are utilized to determine fair value at the measurement date which are conshysidered Level i inputs For all other securities the Corporation obtains fair value measurements from an independent pricing sershyvice The fair value measurements consider observable data that may include dealer quotes market spreads cash flows the US Treasuryyield curve live trading levels trade execution data market consensus prepayment speeds credit information and the bonds terms and conditions among other things

Certain financial assets and financial liabilities are measured at fair value on a nonrecurring basis that is the instruments are not measured at fair value on an ongoing basis but are subject to fair value adjustments in certain circumstances (for example when there is evidence of impairment) At December 3i 20i 3 other real estate owned measured at fair value was $7 5 million using a combination of observable inputs including recent appraisshyals and unobservable inputs based on customized discounting criteria Due to the significance of the unobservable inputs all other real estate owned fair values have been classified as Level 3 Rnancial assets and financial liabilities excluding impaired Joans measured at fair value on a nonrecurring basis were not significant at December 31 201 4 and 2013

The following tables summarize financial assets measured at fair value at December 31 segregated by the level of the valuation inputs within the fair value hierarchy utilized to measure fair value (Dollars in thousands)

Level 1 Level 2 Level 3 Total 20 1 4 Inputs Inputs Inputs Fair Value Recurring

$ Equity securities $ 456 $ $ 456 Securities available for sale $ $ i 27768 $ $ 1 27768

Nonrecurring $ Impaired Joans $ $ 1 069 $ 1 069

other real estate owned $ $ $ 3375 $ 3375

201 3 Recurring

$ $ Equity securities $ 2405 $ 2405 Securities available for sale $ $ i 4706i $ $ 1 4706i

Nonrecurring $ Impaired loans $ $ 91 6 $ 9 1 6

Other real estate owned $ $ $ 832 $ 832

Notes to Consolidated Financial Statements

XI Fair Value of Financial Instruments

The canying amount and fair value of the Corporations other financial instruments at December 31 are set forth below (Dollars in thousands)

Financial assets Cash and cash equivalents Restricted stock -Loans held for sale Loans net Accrued interest receivable

Financial liabilities Deposits Other borrowings Accrued interest payable

Commitments to orginate loans

Letters of credit

Lines of credit

Forward sale commitments

Carrying Amount

$ 2671 5 1 647 2432

405059 3369

$ 548940 3600

52

2014 201 3

Fair Value Carrying Amount

$ 2671 5 $ 36838 1 647 1 494 2432 5902

405027 377172 3369 2820

$ 51 3334 $ 549645 3600 4800

52 66

Fair Value

$ 36838 1 494 5902

377166 2820

$ 502487 4800

66

Notes to Consolidated Financial Statements

XV Fair Val u e of Financial Instrum ents cont

Nonrecurring Measurements Following is a description of the valuation methodologies and inputs used for assets measured at fair value on a nonrecurring basis and recognized in the accompanying balance sheets as well as the general classification of such assets pursuant to the valuation hierarchy For assets classified within Level 3 of the fair value hierarchy the process used to develop the reported fair value is described below

Other Real Estate Owned Other real estate owned (OREO) is carried at fair value Jess estimated cost to sell when the real estate is acquired Estimated fair value of OREO is based on appraisals or evaluations OREO is classified within Level 3 of the fair value hierarchy

Appraisals of OREO are obtained when the real estate is acquired and subsequently as deemed necessary by the Banks manageshyment Appraisals are reviewed for accuracy and consistency by the Bank Appraisers are selected from the list of approved appraisers maintained by management

Collateral-dependent Impaired Loans Net of ALLL The estimated fair value of collateral-dependent impaired Joans is based on the appraised fair value of the collateral Jess estimated cost to sell Collateral-dependent impaired Joans are classified within Level 3 of the fair value hierarchy

The Bank considers the appraisal or evaluation as the starting point for determining fair value and then considers other factors and events in the environment that may affect the fair value Appraisals of the collateral underlying collateral-dependent Joans are obtained when the loan is determined to be collateral-dependent and subsequently as deemed necessary by the Banks management Appraisals are reviewed for accuracy and consistency by the Bank Appraisers are selected from the list of approved appraisers mainshytained by management The appraised values are reduced by discounts to consider lack of marketability and estimated cost to sell if repayment or satisfaction of the Joan is dependent on the sale of the collateral These discounts and estimates are developed by the credit department by comparison to historical results

Notes to Consolidated Financial Statements

XV Fair Val ue of Financial Instruments cont

Unobservable (Level 3) Inputs The following table presents quantitahve information about unobservable inputs used in recurring and nonrecurring Level s fair value measurements other than goodwill (Dollars in thousands)

Other real estate owned

middot Collateral-dependent impaired loans

Other real estate owned

Collateral-dependent impaired loans

Fair Value at 123 114

$ 3375

$ 1 069

Fair Value at 123113

$ 832

$ 91 6

Sensitivity of Significant U nobservable Inputs The following is a discussion of the sensitivity of significant unobshyservable inputs the interrelationships between those inputs and other unobservable inputs used in recurring fair value measureshyment and of how those inputs might magnify or mitigate the effect of changes in the unobservable inputs on the fair value measurement

The following follows the Fair value table The following methods were used to estimate the fair value of all other financial instruments recognized in the accompanying balshyance sheet at amounts other than fair value

Cash and Cash Equivalents The carrying amount approximates fair value

Loans Held For Sale The carrying amount approximates fair value due to the insigshynificant time between origination and date of sale The carrying amount is the amount funded and accrued interest

Loans

Fair value is estimated by discounting the future cash flows using the market rates at which similar notes would be made to borshyrowers with similar credit ratings and for the same remaining maturities The market rates used are based on current rates the Bank would impose for similar loans and reflect a market parshyticipant assumption about risks associated with nonperformance illiquidity and the structure and term of the loans along with local economic and market conditions

Restricted Stock Fair value is estimated at book value due to restrictions that limit the sale or transfer of such securities

Valuation Unobservable Range Technique Inputs (Weighted

Market comparable Comparability Average)

properties adjustments () Not available

Market comparable Marketability properties discount 1 0 - 1 5 (1 2)

Valuation U nobservable Range Technique Inputs (Weighted

Market comparable Comparability Average)

properties adjustments () Not available

Market comparable Marketability properties discount 1 0 - 1 5 (1 2)

Accrued Interest Receivable and Payable

The carrying amount approximates fair value The carrying amount is determined using the interest rate balance and last payment date

Deposits and Other Borrowings Fair value of term deposits is estimated by discounting the future cash flows using rates of similar deposits with similar maturities The market rates used were obtained from a knowledgeable independent third party and reviewed by the Corporation The rates were the average of current rates offered by local competishytors of the bank subsidiaries

The estimated fair value of demand NOW savings money marshyket deposits and other borrowings is the book value since rates are regularly adjusted to market rates and amounts are payable on demand at the reporting date

Commitments to Originate Loans Forward Sale Commitments Letters of Credit and Lines of Credit The fair value of commitments to originate loans is estimated using the fees currently charged to enter into similar agreements taking into account the remaining terms of the agreements and the present creditworthiness of the counterparties For fixedshyrate loan commitments fair value also considers the difference between current levels of interest rates and the committed rates

The fair value of commitments to sell securities is estimated based on current market prices for securities of similar terms and credit quality

The fair values of letters of credit and lines of credit are based on fees currently charged for similar agreements or on the estimated cost to terminate or otherwise settle the obligations with the counterparties at the reporting date

Notes to Consolidated Financial Statements

XVI Accumul ated Comprehensive Income (Loss)

The components of accumulated other comprehensive income loss) included in stockholders equity are as follows (Dollars in thousands)

Net unrealized gains (Joss) on available for sale securities Tax effect Net-of-tax amount

20 1 4

$ 766 (260)

$ 506

2013

$ (871) 296

$ (575)

Amounts reclassified from accumulated other comprehensive income and the affected line items in the statements of income during the years ended December 31 were as follows

Affected line item in 20 1 4 2013 2012 the statements of

income

Net realized gains of Unrealized gains on securities available for sale $ 368 $ 434 $ 2084 sales of available for-sale

securities

Tax effect (1 26) (i 48) (709) Income taxes Total reclassification out of accumulated other comprehensive income $ 242 $ 286 $ 1 375 Net reclassified

amount

XVII Goodwill and Acquired Intangible Assets

The Corporations goodwill and intangible assets are as follows There was no Impairment of goodwill or intangible assets in 2014 or 2013 (Dollars in thousands)

20 1 4 2013

Goodwill $ 3265 $ 3265 Core deposit intangibles $ 1 805 $ 1 805 Non-compete agreement 375 375 Intangible assets 21 80 2 180 Less accumulated amortization 2 180 2090

Total intangible assets $ $ 90

Aggregate amortization expense for years ended December 31 2014 201 3 and 201 2 was $90 $181 and $1 80 thousand respectively

XVI II Subsequent Events

Management evaluated subsequent events through February 27 201 5 the date the consolidated financial statements were available to be issued Events or transactions occurring after December 31 2014 but prior to February 27 2015 that provided additional evidence about conditions that existed at December 31 2014 have been recognized in the consolidated financial statements for the year ended December 31 2014 Events or transactions that provided evidence about conditions that did not exist at December 31 201 4 but arose before the consolidated financial statements were available to be issued have not been recognized in the consolidated financial statements for the year ended December 31 2014

This information is an Integral part of the accompanying consolidated financial statements

Independent Auditors Report

CPAs amp Advisors

Board of Directors

NI Bancshares Corporation

Sycamore Illinois

We have audited the accompanying consolidated financial statements of NI Bancshares Corporation which comprise

the consolidated balance sheets as of December 3 1 2014 and 2013 and the related consolidated statements of income

comprehensive income (loss) stockholders equity and cash flows for the years ended December 3 1 2014 2013 and 2012 and the related notes to the consolidated financial statements

Managements Responsibility for the Financial Statements

Management is responsible for the preparation and fair presentation of these consolidated financial statements in accordance

with accounting principles generally accepted in the United States of America this includes the design implementation and

maintenance of internal control relevant to the preparation and fair presentation of consolidated financial statements that are

free from material misstatement whether due to fraud or error

Auditors Responsibility

Our responsibility is to express an opinion on these consolidated financial statements based on our audits We conducted our

audits in accordance with auditing standards generally accepted in the United States of America Those standards require that

we plan and perform the audit to obtain reasonable assurance about whether the consolidated financial statements are free from material misstatement

An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the consolidated

financial statements The procedures selected depend on the auditors judgment including the assessment of the risks of material misstatement of the consolidated financial statements whether due to fraud or error In making those risk

assessments the auditor considers internal control relevant to the Corporations preparation and fair presentation of the

consolidated financial statements in order to design audit procedures that are appropriate in the circumstances but not for

the purpose of expressing an opinion on the effectiveness of the Corporations internal control Accordingly we express no

such opinion An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of

significant accounting estimates made by management as well as evaluating the overall presentation of the consolidated

financial statements

We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion

Opinion In our opinion the consolidated financial statements referred to above present fairly in all material respects the financial position of NI Bancshares Corporation as of December 3 1 2014 and 2013 and the results of its operations and cash flows

for the years ended December 3 1 2014 2013 and 2012 in accordance with accounting principles generally accepted in the United States of America

Decatur Illinois February 27 2015

PRESID ENT I CEO Michael A Cullen

BUSI NESS BANKING Charles C Kaiser Senior Vice President - Business Banking

Michael A Hawley Senior Vice President - Senior Commercial Loan Officer

Grant M Goltz Vice President - Commercial Loan Officer

Lucas G Goucher Vice President - Commercial Loan Officer

Nicholas D Lee Vlce President - Commercial Loan Officer

Robert W Mason Vice President - Commercial Loan Officer

Timothy J Meyer Vice President - Commercial Loan Officer

Sheela Prahlad Vice President - Commercial Loan Officer

CREDIT D EPARTMENT

Karen A Kuppler Senior Vice President - Chief Credit Officer

Gerald W Brantner Vice President - Senior Collector

CONSUM ER BANKING RESIDENTIAL LENDING ORIGINATION

Mark R ODell Vice President - Senior Retail Loan Officer

CONS U M ER BANKING Bradley V Brown Senior Vice President - Consumer Banking (Security Officer)

Terrence M Duffy Senior Vice President - Consumer Banking Division Manager

Ishmael M McGhee Vice President - Consumer Banking Division Manager

Frank P Turza Vice President - Consumer Banking Division Manager

Directory of NBamp T

TRUST D EPARTMENT R David Van Buren Senior Vice President - Trust amp Investments

Stephen J Colianni Vice President -Trust Investment Officer

Stephen G Corcoran Vice President - Employee Benefits Manager

Karen J Daleo Vice President - Trust Tax Manager amp Assistant Secretary

James J Dombek Vice President - Personal Trust Manager amp Secretary

Kathryn J Johnson Vice President -Trust Administrator

Thomas M Sullivan Vice President - Trust Administrator

Carolyn S Swafford Vice President - Trust Administrator

FAR M SERVIC E DEPARTM ENT Scott R Pumroy Vice President - Farm Service Department Manager

OPERATIONS D EPARTMENT

Michelle R Carlson Vice President - Operations

Hien Van Do Vice President - Core Banking Systems Administrator

ACCOUNTING DEPARTM ENT David N McCoy Senior Vice President - Chief Financial Officer

BRAND amp MARKETING Tami J Armstrong Vice President - Brand amp Marketing

H U MAN RESOU RCES Samantha J Dailey Vice President - Human Resources

AUDITING DEPARTMENT Sarah M Taylor Vice President - Internal Audit

EXHIBIT 2A

NI BANCSHARES CORPORATIONS ORGANIZATIONAL CHART

NI BANCSHARES CORPORATIO N

230 W STATE ST SYCAMORE IL 601 78

State of Incorporation = Delaware

1 00

THE NATIONAL BAN K amp TRUST COMPANY OF SYCAMORE

230 W STATE ST SYCAMOR_E IL 601 78

hsults A list of branches for your depostorv nstftution NATIONAL BANK amp TRUST COMPANY OF SYCAMOftE THE (ID_RSSO 534345)

This depository fnstltutlon fs held by NI BANCSHARES CORPORATION (1827893) of SYCAMORE IL

The data are as of 12312014 Data reflects Information that was received and procMsed through 01072JJ1S

Reconciliation and YerfCtton Steps

1 In the Data Action column of each brmch row enter one or more of the actions specifild hilow 2 If required enter the date In the Effective te column

Actions

OK If the branch Information Is COfTect enter OK in the Data Action column

Chan1e If the branch Information Is incorrlCt or Incomplete revrse the data enter Change In the Data Action column and the date when this lnformaUon first beame valid Jn the Etfedive Oatbull column

Cose If a branch llsted was sold or closed enter dose In the Data Action column and thl ule or closure date In the Effective Date column Delete If a branch listed was never owned by th(s depository Institution enter Delltl In thl Oatbull Action column

Add lfa reportable branch Is missing Insert a row add the branch data and enter Add in thl Data Action column and the opening or acquisition date In the Effective Date laquo)lumn

If printing this lrst you may need to adjust your page setup in MS Excel Try uslng landscape orientation p1ae scaling andor liegal sl1ed pa pier

Submission Procedure

When you a finiihed send a savied copy to your FRB contact See the det1iled lmtructions on this site for more Information

If vou are ie-malllng this to your FRB contAct put your Institution name dtyand state In thie subjtct line of the e-mail

Note To satisfy the FR YmiddotlO portln1 rirements you must also submit FR Ymiddot10 Oomes-tic Branch Schedules for each bninch with a Ot Attlon of nae Close Deletl or Add

The FR fmiddotlO rieport may be submitted in a hardcopy format or via the FR Y-10 Online application middot httpsylOonlinefederalreservegov

bull FDIC UNINUM Office Number and ID_RSSD columns are for reference only Verification of these values Is not required

- Effecdw Ote Branch Service Type Bnnch ID Rssobull Popular Name Street Address City NATIONAL BANK amp TRUST COMPANY Of

OK Fun servlCI (Head Offitt) 53045 SYCAMORE THE 230 WEST STATE STREET SYCAMORE

OK Full Service 3310232 2290 SYCAMORE ROAD OfFICE 2290 SYCAMORE ROAD DEKALB

OK Full lce 3735255 BANCO NBampT BRANCH 1029 PLEASANT STREET DEKALB

OK Fullservice 354132 NSampT SQUARE BRANCH 130 WEST LINCOLN HIGHWAY DEKAlB

OK Full Service 3735246 ELBURN BRANCH 930 NORTH MAJN STREET ELBURN

OK Full Service 3310241 GENOA BRANCH 601 PEARSON DRIVE GfNOA

OK Full service 2192507 200 NORTH MAIN STREET OfFICE 200 NORTH MAIN STREET UtANO

OK full Service 4394873 SANDWlCH BRANCH 321 E OIURCH STREET SANDWlCH

OK Fullice 2D8577S SERENA BRANCH US HIGHWAY 52 SOMONAUK ROAD SERENA

OK Full Service 2431457 1425 DEKAl8 AVENUE BRANCH 1425 DEKALB AVENUE SYCAMORE

St1te

IL

IL

IL

IL

IL

IL

IL

IL

IL

IL

Zip Code Countv

60178 DEKALB

60US DEKALB

60115 DEKALB

60U5 DEKALB

60119 KANE

60135 DEKALB

60531 IASAllE

60548 DEKALB

60549 LA SAUE

60178 DEKALB

Country FDIC UNINUMbull Office Numberbull Hbullad Office Head Office ID_RSSD Comments

NATIONAL BANK amp TRUST COMPANY Of

UNITED STATES 6414 0 SYCAMORE THE 534345 NATIONAL BANK amp TRUST COMPANY OF

UNITED STATES 221714 2 SYCAMORE THE 534345 NATIONAL BANK amp TRUST COMPANY Of

UNITpound0 STATES 475977 9 SYCAMORE THE 534345

NATIONAL BANK amp TRUST COMPANY OF

UNITED STATES 10484 5 SYCAMORE THE 534345 NATIONAL BANK amp TRUST COMPANY OF

UNITED SfATES 475976 8 SYCAMORE THE 534345

NATIONAL BANK amp TRUST COMPANY OF

UNITED STATES 424666 4 SYCAMORE THE 534345 NATIONAL BANK amp TRUST COMPANY OF

UNITED STATES 237859 7 SYCAMOftE THE 534345 NATIONAL BANK amp TRUST COMPANY Of

UNITED STAttS 530108 10 SYCAMORE THE 534345 NATIONAL BANK amp TRUST COMPANY Of

UNITED STATES 2318S8 6 SYCAMORE THE 534345 NATIONAL BANK amp TRUST COMPANY OF

UN ITED STATES 264332 1 SYCAMORE THE 534345

Re ort Item 3 Securities Holders

FR Y-6

NI Bancshares Corporation

Sycamore IL

Fiscal Year Ending December 3 1 201 4

Current Securities Holders with ownership control or holdings of 5 or more with power to vote as-of fiscal year end

Securities Holders not listed in 3(1 )(a) through (3)(1 )(c) that had

ownership control or holdings of 5 or more with power to vote

during the fiscal year

(1 )(a)

Name amp Address (City

State Country)

James W Dutton

Tulsa OK USA

Jane Danielson

Freeport ME USA

Anne Pick

St Paul MN USA

(1 )(b)

Country of

Citizenship or

Incorporation

USA

USA

USA

(1 )(c) Number and

Percentage of Each

Class of Voting

Securities

62324 shares 594

84563 shares 806

88480 shares 843

(2)(a) (2)(b)

Country of

Name amp Address Citizenship or

(City State Country) Incorporation

(2)(c) Number and

Percentage of Each

Class of Voting

Securities

FA Y--6

NI Bancshares Corporation Sycamore ll

Ascal Year Ending December 311 2014

(1) (2) (3)(bull) (3)(b) (3)(o) (4)(bull) (4)(b) (4)(o) Percentage of List names of other companies

Percentage of Voting Securities Includeamp partnerships) If 25 or more Voting Securities ln Subsidiaries of voting securftles are held (list

Names amp Address Principal Occupation II other than Title amp Position with Title amp Position with Subsidiaries Title amp Position with Other Businesses Jn Holding (Include names names ol companies and percentage of

(City State Country) with Holding Company Holding Company (Include names of subsidiaries) (Include names ol other businesses) Company of subsidiaries) voting securltles held)

Michael A Cullen NIA Director President amp CEO Director President amp CEO NIA 018 None NIA Sycamore IL USA The National Bank amp Trust

Company of Sycamore

Richard N Anderson President - Anderson Director Director President 159 None Anderson Funeral Home Ltd (100) DeKalb JL USA Funeral Home Ltd The Natrona[ Bank amp Trust Anderson Funeral Home Ltd

Company of Sycamore

John H Boles NIA Director Retired Trust Officer NIA 149 None NIA Sycamore IL USA The National Bank amp Trust

Company of Sycamore

Evelina J Cichy Retired Vice President of Instruction Director Director NA 015 None NIA DeKalb IL USA Klshwaukee College The Natrona Bank amp Trust

Company of Sycamore

James W Dutton CFO Macrosolva lnc Chairman of the Board Chairman of the Board CFO Macrosolve lnc 594 None NIA Tulsa OK USA The Natonal Bank amp Trust

Company of Sycamore

Robert B Johnson Partner - Johnson Farms Director Director Partner 063 None Johnson Farms (40) DeKalb IL USA The National Bank amp Trust Johnson Farms

Company of Sycamore

Robert C Johnson NIA Director Director NIA 034 None NIA DeKalb IL USA The National Bank amp Trust

Company of Sycamore

Kevin P Poorten President amp CEO - Kish Health Syse Director Director NA 005 None NIA DeKalb IL USA The National Bank amp Trust

Company of Sycamore

Douglas C Roberts Private Investor Director Director PresidentmiddotZea mays Holdings LLC 382 None Zea mays Holdngs LLC (100) Sycamore IL USA The National Bank amp Trust

Company of Sycamore

Tmothy P Suter President amp CEO - Suter Company Director Director NA 002 None NIA Sycamore IL USA The Natlonal Bank amp Trust

Company of Sycamore

Report lem 4 Insiders -PAGE 2 of 2

Tami Armstrong NIA NIA VP Brand amp Marketng NIA 0005 None NIA Sycamore IL USA The Natonal Bank amp Trust

Company of Sycamore

Bradley V Brown NIA NIA SVP Consumer Banking NIA 0004 None NIA DeKalb IL USA The Natlonal Bank amp Trust

Company of Sy9amore

Michelle Carlson NIA NIA VP Operallons NIA 0004 None NIA SuQar Grove IL USA The National Bank amp Trust

Company of Sycamore

Sa_111antha J Dalley NIA NIA VP Human Resources NIA 0003 None NIA Sycamore IL USA The National Bank amp Trust

Company of Sycamore

James Dombek NIA NIA VP Personal Trust Manager NIA 0002 None NIA Sycamore IL USA The National Bank amp Trust

Company of Sycamore

Michael Hawley Geneva IL USA NIA NIA Sr VP Sr Commercial Loan Officer NIA 0005 None NIA

The Natfonal Bank amp Trust Company of Sycamore

Charles C Kaiser NIA NIA Sr VP Senior Lending Officer NIA 0007 None NIA Sycamore IL USA The National Bank amp Trust

Company of Sycamore

Karen Kupper NIA NIA SVP Chief Credit Offcer NIA 0003 None NIA Hinkley IL USA The Natonal Bank amp Trust

Company of Sycamore

Davld N McCoy NIA Treasurer SVP Chief Flnanclitl Officer NIA 0006 None NIA South Elgin IL USA The Natlonal Bank amp Trust

Company of Sycamore

Mark ODell NIA NIA VP Sr Residentlal loan Officer NIA 0000 None NIA Aurora IL USA The National Bank amp Trust

Company of Sycamore

A David VanBuren NIA NIA SVP Trust amp Investments NIA 0005 None NIA Sycamore IL USA The National Bank amp Trust

Company of Sycamore

  • FR Y-6 Cover Page
  • Report Item 1 Annual Report to Shareholders
  • Report Item 2a Organization Chart
  • Report Item 2b Domestic Branch Listing
  • Report Item 3 Securities Holders
  • Report Item 4 Insiders
Page 29: Annual Report of Holding Companies-FR Y-6/media/others/banking/...consistent and deliberate in implementing our strategic initiatives. In addition to our loan growth, our trust assets

Notes to Consolidated Financial Statements

VI II I n come Taxes

Income taxes reflected in the consolidated statements of operations consist of the following (Dollars in thousands)

20 1 4 2013 Current payable

Federal $ 30 $ 96 State 80

Deferred tax benefit 60 1 96 Income tax expense $ 90 $ 372

The Corporations income tax expense beneflt) differed from the federal statutory rate of 34 as indicated in the following analysis

(Dollars in thousands)

20 1 4 2013

Tax based on statutory rate $ 388 $ 458 State taxes net of federal tax benefit (1 06) 53 Effect of tax-exempt income (31 0) (276) Other net 1 1 8 1 37 Income tax expense $ 90 $ 372

The Corporation has the following deferred tax assets and liabilities at December 31 (Dollars in thousands)

Deferred tax assets Deferred tax liabilities

Net deferred tax assets

20 1 4

$ 31 07 (2782)

$ 325

2013

$ 2982 (2637)

$ 345

2012

$ 1 234 727 (68)

$ 1 893

2012

$ 1 875 390 (31 4)

(58) $ 1 893

The components of deferred income taxes were principally related to the allowance for loan losses other real estate owned write-downs differences in amortization of core deposit intangible assets depreciation and mortgage servicing rights Deferred tax liabilities related to unrealized losses and gains on securities available for sale are $260 and $296 thousand at December 31 201 4 and 201 3 respectively

The Corporation files income tax returns in the US federal jurisdiction and the State of Illinois The Corporation is no longer subject to US federal or state income tax examination by tax authorities for years before 201 1

Notes to Consolidated Financial Statements

IX Employee Benefits

Substantially all employees are covered by a profit sharing plan The contribution determined in accordance with the provisions of the plan was $i 72 thousand $i 23 thousand and $207 thousand in 20i 4 20i 3 and 20i 2 respectively

Under the Corporations Employee Stock Option Plan the Corporation may grant options to its key employees for up to 1 00000 shares of common stock The exercise price of each option equals the market price of the Corporations stock on the date of grant and the options maximum term is ten years The vesting period is three years from the date of grant GAAP provisions require that compensation cost relating to share-based payment transactions be recognized in the financial statements with measurement based upon the fair value of the equity or liability instruments issued For the year ended December 3i 20i 2 the Corporation recognized $i i 3 thousand in compensation expense for stock options For the year ended December 3i 20i 3 the Corporation recognized $97 thousand in compensation expense for stock options For the year ended December 3i 20i 4 the Corporation recognized no compensation expense for stock options

The activity in the plan is summarized as follows

Outstanding at beginning of year Granted Exercised Forfeitedexpired Outstanding at end of year

Options exercisable at year-end

Non-vested options beginning of year Granted Vested Forfeitedexpired Non-vested options at year end

Shares

85998

(i 000)

84998

84998

20 1 4

Weighted Weighted Average Average

Exercise Price Contractual Term

$ 4762

3200

$ 4748

$ 4748

2 0 1 4

Number of Shares

8333

(8333)

(in years)

35

35

Weighted Average

Grant Date Fair Value

$ 3200

3200

$

2013

Weighted Weighted Shares Average Average

Exercise Price Contractual Term (in years)

88998 $ 4709

(667) 3200 (2333) 3747

85998 $ 4762 48

77665 $ 4929 4i

2013

Weighted

Number of Average

Grant Date Shares Fair Val u e

i 9333 $ 3200

(i 1 000) 3200

8333 $ 3200

The fair value of each option is estimated using Black-Scholes option-pricing model which requires the use of subjective valuation assumptions The expected volatility is based on historical volatility of the Corporations stock price The risk-free interest rates for periods within the contractual life of the awards are based on the US Treasury yield curve in effect at the time of the grant The expected life is based on historical exercise experience The dividend yield assumption is based on the Corporations history and expectation of dividend payouts There were no options granted in 20i 3 or 20i 4

At December Si 20i 4 there was no unrecognized cost related to non-vested stock options granted under the Employee Stock Option Plan

Notes to Consolidated Financial Statements

IX Emp loyee Benefits cont

The following table summarizes restricted stock activity

20 1 4 2013

Weighted Average Weighted Average Number of Grant Date Number of Grant Date

Shares Fair Value Shares Fair Value

Balance beginning of year 8959 $ 4000 $ Granted 8959 4000 Forfeited (888) 4000 Earned and issued (2250) 4000 Balance end of period 5821 $ 4000 8959 $ 4000

The fair value of the restricted stock awards is amortized to compensation expense over the vesting period (forty months) and is based on the market price of the Corporations common stock at the date of grant multiplied by the number of shares granted that are expected to vest At the date of grant the par value of the shares granted was recorded in equity as a credit to common stock and a debit to paid-in capital The weighted-average grant date fair value of restricted stock granted during the year ended December 31 201 4 was $4000 per share or $358 thousand Stock-based compensation expense for restricted stock for the year ended December 31 201 3 was $90 thousand Stock-based compensation expense for restricted stock during the year ended December 31 201 4 was $1 29 thousand Unrecognized compensation expense for non-vested restricted stock awards was $139 thousand and is expected to be recognized over a weighted average period of 34 months

X Related Party Transactions

The Bank has entered into transactions with certain directors executive officers significant stockholders and their affiliates or associshyates (related parties) Such transactions were made in the ordinary course of business on substantially the same terms and conditions including interest rate and collateral as those prevailing at the same tirne for comparable transactions with other customers and did not in the opinion of management involve more than normal credit risk or present other unfavorable features

Annual loan activity consisted of the following (Dollars in thousands

20 1 4 2013

Beginning balance $ 1 1 29 $ 1 1 63 New Joansadvances 1 94 46 Repayments (245) (80) Ending balance $ 1 078 $ 1 1 29

Deposits from related parties held by the Bank at December 31 201 4 and 201 3 amounted to $32 million and $37 million respectively

middot middot

XI Commitments and Contingencies

In the normal course of business the Bank makes various commitments and incurs certain contingent liabilities that are not reflected in the accompanying consolidated financial statements The credit risk associated with loan commitments and standby letters of credit is essentially the same as that involved with extending Joans to customers and is subject to the Banks credit policies Collateral or other security is normally not obtained for these financial instruments prior to their use and many of the commitments are expected to expire without being used

The following commitments existed at December 31 (Dollars in thousands

20 1 4 2013

Commitments to extend credit Fixed $ 33441 $ 26551 Variable 25597 24400

Standby letters of credit $ 483 $ 21 1

Notes to Consolidated Financial Statements

XII Reg u l atory M atters

The Bank is required to maintain average reserve balances with the Federal Reserve Bank based upon deposit levels and other facshytors The amount of those reserve balances for the years ended December Si 20i 4 and 20i 3 was approximately $i 00 thousand

Dividends are paid by the Corporation from its funds which are mainly provided by dividends from the Bank However national banking regulations and capital guidelines limit the amount of dividends that may be paid by banks

Banks and bank holding companies are subject to regulatory capital requirements administered by federal banking agencies Capital adequacy guidelines and additionally for banks prompt corrective action regulations involve quantitative measures of assets liabilities and certain off-balance-sheet items calculated under regulatory accounting practices Capital amounts and classificashytions are also subject to qualitative judgements by regulators Failure to meet capital requirements can initiate regulatory action Prompt corrective action provisions are not applicable to bank holding companies Furthermore the Banks regulators could require adjustments to regulatory capital not reflected in the financial statements

Prompt corrective action regulations provide five classifications well capitalized adequately capitalized undercapitalized significantly undercapitalized and critically undercapitalized although these terms are not used to represent overall financial condition If undershycapitalized capital distributions are limited as is asset growth and expansion and capital restoration plans are required

At December 3i 20i 4 the most recent notification from the Banks and Corporations regulator categorized the Bank as well capitalshyized under the regulatory framework for prompt corrective action To be categorized as well capitalized an institution must maintain minimum total risk-based Tier i risk-based and Tier i leverage ratios as set forth in the following tables There are no conditions or events since the notification that management believes have changed the Banks category The Banks and the consolidated Corporations actual capital amounts and ratios at December Si are presented in the table

Actual and required capital amounts and ratios are presented below at year-end (Dollars in thousands)

Minimum Minimum To Be For Capital Well-Capitalized

Actual Adequacy Purposes Under Bank Regulatory Capital Requirements

Amount Ratio Amount Ratio Amount Ratio 20 1 4 Total capital to risk weighted assets

Consolidated $ 56026 i 249 $ 35885 800 NIA NIA Bank 58957 i S i5 S5867 800 $ 448S4 i 000

Tier i (core) capital to risk weighted assets Consolidated 52i 2i i i 62 i 7942 400 NIA NIA Bank 55052 i 228 i 79S2 400 26898 600

Tier i (core) capital to average assets Consolidated 52 1 21 809 25768 400 NIA NIA Bank 55052 855 25908 400 S2i 94 500

20i3 Total capital to risk weighted assets

Consolidated $ 54577 i 289 $ S5995 800 NIA NIA Bank 56952 1S53 SS675 800 $ 42093 1 000

Tier 1 (core) capital to risk weighted assets Consolidated 5i S37 1 2 1 3 1 5931 400 NIA NIA Bank 5371 2 1 276 i 6838 400 25256 600

Tier 1 (core) capital to average assets Consolidated 5i 3S7 804 25306 400 NIA NIA Bank 537i 2 842 25675 400 31 895 500

Notes to Consolidated Financial Statements

XII I Earnings Per Share

The factors used in the earnings per share computation are as follows (Dollars in thousands except per share data)

20 1 4 2013 2012

Income Weighted- Per Share Income Weighted- Per Share Income Weighted- Per Share Average Amount Average Amount Average Amount Shares Shares Shares

Basic earnings per share Net income $ 1 050 1 048g23 $ 1 00 $ 976 1 043765 $ 94 $ 3622 1 352929 $ 268 Effect of assumed exercise

of stock options and restricted stock awards 1 831 9786 NIA

Diluted earnings per share Net income $ 1 050 1 050754 $ 1 00 $ 976 1 053551 $ 93 $ 3622 1 352g2g $ 268

Options to purchase 68500 68500 and 88998 shares of common stock were outstanding at December 31 201 4 201 3 and 201 2 but were not included in the computation of diluted EPS because the options exercise price was greater than the average market price of the common shares for each period

Notes to Consolidated Financial Statements

XIV Fair Val u e Measurements

ASC Topic 820 Fair Value Measurements defines fair value as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market parshyticipants at the measurement date Topic 820 also specifies a fair value hierarchy which requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value The standard describes three levels of inputs that may be used to measure fair value

Level i Quoted prices in active markets for identical assets Level 2 Observable inputs other than Level i prices such

as quoted prices for similar assets quoted prices in markets that are not active or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities

Level 3 Unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets

Following is a description of the valuation methodologies and inputs used for assets and liabilities measured at fair value on a recurring basis and recognized in the accompanying balance sheets as well as the general classification of such assets and liabilities pursuant to the valuation hierarchy

Securities Available for Sale

Securities classified as available for sale are reported at fairvalue utilizing Level 2 inputs Except for equity securities unadjusted quoted prices in active markets for identical assets are utilized to determine fair value at the measurement date which are conshysidered Level i inputs For all other securities the Corporation obtains fair value measurements from an independent pricing sershyvice The fair value measurements consider observable data that may include dealer quotes market spreads cash flows the US Treasuryyield curve live trading levels trade execution data market consensus prepayment speeds credit information and the bonds terms and conditions among other things

Certain financial assets and financial liabilities are measured at fair value on a nonrecurring basis that is the instruments are not measured at fair value on an ongoing basis but are subject to fair value adjustments in certain circumstances (for example when there is evidence of impairment) At December 3i 20i 3 other real estate owned measured at fair value was $7 5 million using a combination of observable inputs including recent appraisshyals and unobservable inputs based on customized discounting criteria Due to the significance of the unobservable inputs all other real estate owned fair values have been classified as Level 3 Rnancial assets and financial liabilities excluding impaired Joans measured at fair value on a nonrecurring basis were not significant at December 31 201 4 and 2013

The following tables summarize financial assets measured at fair value at December 31 segregated by the level of the valuation inputs within the fair value hierarchy utilized to measure fair value (Dollars in thousands)

Level 1 Level 2 Level 3 Total 20 1 4 Inputs Inputs Inputs Fair Value Recurring

$ Equity securities $ 456 $ $ 456 Securities available for sale $ $ i 27768 $ $ 1 27768

Nonrecurring $ Impaired Joans $ $ 1 069 $ 1 069

other real estate owned $ $ $ 3375 $ 3375

201 3 Recurring

$ $ Equity securities $ 2405 $ 2405 Securities available for sale $ $ i 4706i $ $ 1 4706i

Nonrecurring $ Impaired loans $ $ 91 6 $ 9 1 6

Other real estate owned $ $ $ 832 $ 832

Notes to Consolidated Financial Statements

XI Fair Value of Financial Instruments

The canying amount and fair value of the Corporations other financial instruments at December 31 are set forth below (Dollars in thousands)

Financial assets Cash and cash equivalents Restricted stock -Loans held for sale Loans net Accrued interest receivable

Financial liabilities Deposits Other borrowings Accrued interest payable

Commitments to orginate loans

Letters of credit

Lines of credit

Forward sale commitments

Carrying Amount

$ 2671 5 1 647 2432

405059 3369

$ 548940 3600

52

2014 201 3

Fair Value Carrying Amount

$ 2671 5 $ 36838 1 647 1 494 2432 5902

405027 377172 3369 2820

$ 51 3334 $ 549645 3600 4800

52 66

Fair Value

$ 36838 1 494 5902

377166 2820

$ 502487 4800

66

Notes to Consolidated Financial Statements

XV Fair Val u e of Financial Instrum ents cont

Nonrecurring Measurements Following is a description of the valuation methodologies and inputs used for assets measured at fair value on a nonrecurring basis and recognized in the accompanying balance sheets as well as the general classification of such assets pursuant to the valuation hierarchy For assets classified within Level 3 of the fair value hierarchy the process used to develop the reported fair value is described below

Other Real Estate Owned Other real estate owned (OREO) is carried at fair value Jess estimated cost to sell when the real estate is acquired Estimated fair value of OREO is based on appraisals or evaluations OREO is classified within Level 3 of the fair value hierarchy

Appraisals of OREO are obtained when the real estate is acquired and subsequently as deemed necessary by the Banks manageshyment Appraisals are reviewed for accuracy and consistency by the Bank Appraisers are selected from the list of approved appraisers maintained by management

Collateral-dependent Impaired Loans Net of ALLL The estimated fair value of collateral-dependent impaired Joans is based on the appraised fair value of the collateral Jess estimated cost to sell Collateral-dependent impaired Joans are classified within Level 3 of the fair value hierarchy

The Bank considers the appraisal or evaluation as the starting point for determining fair value and then considers other factors and events in the environment that may affect the fair value Appraisals of the collateral underlying collateral-dependent Joans are obtained when the loan is determined to be collateral-dependent and subsequently as deemed necessary by the Banks management Appraisals are reviewed for accuracy and consistency by the Bank Appraisers are selected from the list of approved appraisers mainshytained by management The appraised values are reduced by discounts to consider lack of marketability and estimated cost to sell if repayment or satisfaction of the Joan is dependent on the sale of the collateral These discounts and estimates are developed by the credit department by comparison to historical results

Notes to Consolidated Financial Statements

XV Fair Val ue of Financial Instruments cont

Unobservable (Level 3) Inputs The following table presents quantitahve information about unobservable inputs used in recurring and nonrecurring Level s fair value measurements other than goodwill (Dollars in thousands)

Other real estate owned

middot Collateral-dependent impaired loans

Other real estate owned

Collateral-dependent impaired loans

Fair Value at 123 114

$ 3375

$ 1 069

Fair Value at 123113

$ 832

$ 91 6

Sensitivity of Significant U nobservable Inputs The following is a discussion of the sensitivity of significant unobshyservable inputs the interrelationships between those inputs and other unobservable inputs used in recurring fair value measureshyment and of how those inputs might magnify or mitigate the effect of changes in the unobservable inputs on the fair value measurement

The following follows the Fair value table The following methods were used to estimate the fair value of all other financial instruments recognized in the accompanying balshyance sheet at amounts other than fair value

Cash and Cash Equivalents The carrying amount approximates fair value

Loans Held For Sale The carrying amount approximates fair value due to the insigshynificant time between origination and date of sale The carrying amount is the amount funded and accrued interest

Loans

Fair value is estimated by discounting the future cash flows using the market rates at which similar notes would be made to borshyrowers with similar credit ratings and for the same remaining maturities The market rates used are based on current rates the Bank would impose for similar loans and reflect a market parshyticipant assumption about risks associated with nonperformance illiquidity and the structure and term of the loans along with local economic and market conditions

Restricted Stock Fair value is estimated at book value due to restrictions that limit the sale or transfer of such securities

Valuation Unobservable Range Technique Inputs (Weighted

Market comparable Comparability Average)

properties adjustments () Not available

Market comparable Marketability properties discount 1 0 - 1 5 (1 2)

Valuation U nobservable Range Technique Inputs (Weighted

Market comparable Comparability Average)

properties adjustments () Not available

Market comparable Marketability properties discount 1 0 - 1 5 (1 2)

Accrued Interest Receivable and Payable

The carrying amount approximates fair value The carrying amount is determined using the interest rate balance and last payment date

Deposits and Other Borrowings Fair value of term deposits is estimated by discounting the future cash flows using rates of similar deposits with similar maturities The market rates used were obtained from a knowledgeable independent third party and reviewed by the Corporation The rates were the average of current rates offered by local competishytors of the bank subsidiaries

The estimated fair value of demand NOW savings money marshyket deposits and other borrowings is the book value since rates are regularly adjusted to market rates and amounts are payable on demand at the reporting date

Commitments to Originate Loans Forward Sale Commitments Letters of Credit and Lines of Credit The fair value of commitments to originate loans is estimated using the fees currently charged to enter into similar agreements taking into account the remaining terms of the agreements and the present creditworthiness of the counterparties For fixedshyrate loan commitments fair value also considers the difference between current levels of interest rates and the committed rates

The fair value of commitments to sell securities is estimated based on current market prices for securities of similar terms and credit quality

The fair values of letters of credit and lines of credit are based on fees currently charged for similar agreements or on the estimated cost to terminate or otherwise settle the obligations with the counterparties at the reporting date

Notes to Consolidated Financial Statements

XVI Accumul ated Comprehensive Income (Loss)

The components of accumulated other comprehensive income loss) included in stockholders equity are as follows (Dollars in thousands)

Net unrealized gains (Joss) on available for sale securities Tax effect Net-of-tax amount

20 1 4

$ 766 (260)

$ 506

2013

$ (871) 296

$ (575)

Amounts reclassified from accumulated other comprehensive income and the affected line items in the statements of income during the years ended December 31 were as follows

Affected line item in 20 1 4 2013 2012 the statements of

income

Net realized gains of Unrealized gains on securities available for sale $ 368 $ 434 $ 2084 sales of available for-sale

securities

Tax effect (1 26) (i 48) (709) Income taxes Total reclassification out of accumulated other comprehensive income $ 242 $ 286 $ 1 375 Net reclassified

amount

XVII Goodwill and Acquired Intangible Assets

The Corporations goodwill and intangible assets are as follows There was no Impairment of goodwill or intangible assets in 2014 or 2013 (Dollars in thousands)

20 1 4 2013

Goodwill $ 3265 $ 3265 Core deposit intangibles $ 1 805 $ 1 805 Non-compete agreement 375 375 Intangible assets 21 80 2 180 Less accumulated amortization 2 180 2090

Total intangible assets $ $ 90

Aggregate amortization expense for years ended December 31 2014 201 3 and 201 2 was $90 $181 and $1 80 thousand respectively

XVI II Subsequent Events

Management evaluated subsequent events through February 27 201 5 the date the consolidated financial statements were available to be issued Events or transactions occurring after December 31 2014 but prior to February 27 2015 that provided additional evidence about conditions that existed at December 31 2014 have been recognized in the consolidated financial statements for the year ended December 31 2014 Events or transactions that provided evidence about conditions that did not exist at December 31 201 4 but arose before the consolidated financial statements were available to be issued have not been recognized in the consolidated financial statements for the year ended December 31 2014

This information is an Integral part of the accompanying consolidated financial statements

Independent Auditors Report

CPAs amp Advisors

Board of Directors

NI Bancshares Corporation

Sycamore Illinois

We have audited the accompanying consolidated financial statements of NI Bancshares Corporation which comprise

the consolidated balance sheets as of December 3 1 2014 and 2013 and the related consolidated statements of income

comprehensive income (loss) stockholders equity and cash flows for the years ended December 3 1 2014 2013 and 2012 and the related notes to the consolidated financial statements

Managements Responsibility for the Financial Statements

Management is responsible for the preparation and fair presentation of these consolidated financial statements in accordance

with accounting principles generally accepted in the United States of America this includes the design implementation and

maintenance of internal control relevant to the preparation and fair presentation of consolidated financial statements that are

free from material misstatement whether due to fraud or error

Auditors Responsibility

Our responsibility is to express an opinion on these consolidated financial statements based on our audits We conducted our

audits in accordance with auditing standards generally accepted in the United States of America Those standards require that

we plan and perform the audit to obtain reasonable assurance about whether the consolidated financial statements are free from material misstatement

An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the consolidated

financial statements The procedures selected depend on the auditors judgment including the assessment of the risks of material misstatement of the consolidated financial statements whether due to fraud or error In making those risk

assessments the auditor considers internal control relevant to the Corporations preparation and fair presentation of the

consolidated financial statements in order to design audit procedures that are appropriate in the circumstances but not for

the purpose of expressing an opinion on the effectiveness of the Corporations internal control Accordingly we express no

such opinion An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of

significant accounting estimates made by management as well as evaluating the overall presentation of the consolidated

financial statements

We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion

Opinion In our opinion the consolidated financial statements referred to above present fairly in all material respects the financial position of NI Bancshares Corporation as of December 3 1 2014 and 2013 and the results of its operations and cash flows

for the years ended December 3 1 2014 2013 and 2012 in accordance with accounting principles generally accepted in the United States of America

Decatur Illinois February 27 2015

PRESID ENT I CEO Michael A Cullen

BUSI NESS BANKING Charles C Kaiser Senior Vice President - Business Banking

Michael A Hawley Senior Vice President - Senior Commercial Loan Officer

Grant M Goltz Vice President - Commercial Loan Officer

Lucas G Goucher Vice President - Commercial Loan Officer

Nicholas D Lee Vlce President - Commercial Loan Officer

Robert W Mason Vice President - Commercial Loan Officer

Timothy J Meyer Vice President - Commercial Loan Officer

Sheela Prahlad Vice President - Commercial Loan Officer

CREDIT D EPARTMENT

Karen A Kuppler Senior Vice President - Chief Credit Officer

Gerald W Brantner Vice President - Senior Collector

CONSUM ER BANKING RESIDENTIAL LENDING ORIGINATION

Mark R ODell Vice President - Senior Retail Loan Officer

CONS U M ER BANKING Bradley V Brown Senior Vice President - Consumer Banking (Security Officer)

Terrence M Duffy Senior Vice President - Consumer Banking Division Manager

Ishmael M McGhee Vice President - Consumer Banking Division Manager

Frank P Turza Vice President - Consumer Banking Division Manager

Directory of NBamp T

TRUST D EPARTMENT R David Van Buren Senior Vice President - Trust amp Investments

Stephen J Colianni Vice President -Trust Investment Officer

Stephen G Corcoran Vice President - Employee Benefits Manager

Karen J Daleo Vice President - Trust Tax Manager amp Assistant Secretary

James J Dombek Vice President - Personal Trust Manager amp Secretary

Kathryn J Johnson Vice President -Trust Administrator

Thomas M Sullivan Vice President - Trust Administrator

Carolyn S Swafford Vice President - Trust Administrator

FAR M SERVIC E DEPARTM ENT Scott R Pumroy Vice President - Farm Service Department Manager

OPERATIONS D EPARTMENT

Michelle R Carlson Vice President - Operations

Hien Van Do Vice President - Core Banking Systems Administrator

ACCOUNTING DEPARTM ENT David N McCoy Senior Vice President - Chief Financial Officer

BRAND amp MARKETING Tami J Armstrong Vice President - Brand amp Marketing

H U MAN RESOU RCES Samantha J Dailey Vice President - Human Resources

AUDITING DEPARTMENT Sarah M Taylor Vice President - Internal Audit

EXHIBIT 2A

NI BANCSHARES CORPORATIONS ORGANIZATIONAL CHART

NI BANCSHARES CORPORATIO N

230 W STATE ST SYCAMORE IL 601 78

State of Incorporation = Delaware

1 00

THE NATIONAL BAN K amp TRUST COMPANY OF SYCAMORE

230 W STATE ST SYCAMOR_E IL 601 78

hsults A list of branches for your depostorv nstftution NATIONAL BANK amp TRUST COMPANY OF SYCAMOftE THE (ID_RSSO 534345)

This depository fnstltutlon fs held by NI BANCSHARES CORPORATION (1827893) of SYCAMORE IL

The data are as of 12312014 Data reflects Information that was received and procMsed through 01072JJ1S

Reconciliation and YerfCtton Steps

1 In the Data Action column of each brmch row enter one or more of the actions specifild hilow 2 If required enter the date In the Effective te column

Actions

OK If the branch Information Is COfTect enter OK in the Data Action column

Chan1e If the branch Information Is incorrlCt or Incomplete revrse the data enter Change In the Data Action column and the date when this lnformaUon first beame valid Jn the Etfedive Oatbull column

Cose If a branch llsted was sold or closed enter dose In the Data Action column and thl ule or closure date In the Effective Date column Delete If a branch listed was never owned by th(s depository Institution enter Delltl In thl Oatbull Action column

Add lfa reportable branch Is missing Insert a row add the branch data and enter Add in thl Data Action column and the opening or acquisition date In the Effective Date laquo)lumn

If printing this lrst you may need to adjust your page setup in MS Excel Try uslng landscape orientation p1ae scaling andor liegal sl1ed pa pier

Submission Procedure

When you a finiihed send a savied copy to your FRB contact See the det1iled lmtructions on this site for more Information

If vou are ie-malllng this to your FRB contAct put your Institution name dtyand state In thie subjtct line of the e-mail

Note To satisfy the FR YmiddotlO portln1 rirements you must also submit FR Ymiddot10 Oomes-tic Branch Schedules for each bninch with a Ot Attlon of nae Close Deletl or Add

The FR fmiddotlO rieport may be submitted in a hardcopy format or via the FR Y-10 Online application middot httpsylOonlinefederalreservegov

bull FDIC UNINUM Office Number and ID_RSSD columns are for reference only Verification of these values Is not required

- Effecdw Ote Branch Service Type Bnnch ID Rssobull Popular Name Street Address City NATIONAL BANK amp TRUST COMPANY Of

OK Fun servlCI (Head Offitt) 53045 SYCAMORE THE 230 WEST STATE STREET SYCAMORE

OK Full Service 3310232 2290 SYCAMORE ROAD OfFICE 2290 SYCAMORE ROAD DEKALB

OK Full lce 3735255 BANCO NBampT BRANCH 1029 PLEASANT STREET DEKALB

OK Fullservice 354132 NSampT SQUARE BRANCH 130 WEST LINCOLN HIGHWAY DEKAlB

OK Full Service 3735246 ELBURN BRANCH 930 NORTH MAJN STREET ELBURN

OK Full Service 3310241 GENOA BRANCH 601 PEARSON DRIVE GfNOA

OK Full service 2192507 200 NORTH MAIN STREET OfFICE 200 NORTH MAIN STREET UtANO

OK full Service 4394873 SANDWlCH BRANCH 321 E OIURCH STREET SANDWlCH

OK Fullice 2D8577S SERENA BRANCH US HIGHWAY 52 SOMONAUK ROAD SERENA

OK Full Service 2431457 1425 DEKAl8 AVENUE BRANCH 1425 DEKALB AVENUE SYCAMORE

St1te

IL

IL

IL

IL

IL

IL

IL

IL

IL

IL

Zip Code Countv

60178 DEKALB

60US DEKALB

60115 DEKALB

60U5 DEKALB

60119 KANE

60135 DEKALB

60531 IASAllE

60548 DEKALB

60549 LA SAUE

60178 DEKALB

Country FDIC UNINUMbull Office Numberbull Hbullad Office Head Office ID_RSSD Comments

NATIONAL BANK amp TRUST COMPANY Of

UNITED STATES 6414 0 SYCAMORE THE 534345 NATIONAL BANK amp TRUST COMPANY OF

UNITED STATES 221714 2 SYCAMORE THE 534345 NATIONAL BANK amp TRUST COMPANY Of

UNITpound0 STATES 475977 9 SYCAMORE THE 534345

NATIONAL BANK amp TRUST COMPANY OF

UNITED STATES 10484 5 SYCAMORE THE 534345 NATIONAL BANK amp TRUST COMPANY OF

UNITED SfATES 475976 8 SYCAMORE THE 534345

NATIONAL BANK amp TRUST COMPANY OF

UNITED STATES 424666 4 SYCAMORE THE 534345 NATIONAL BANK amp TRUST COMPANY OF

UNITED STATES 237859 7 SYCAMOftE THE 534345 NATIONAL BANK amp TRUST COMPANY Of

UNITED STAttS 530108 10 SYCAMORE THE 534345 NATIONAL BANK amp TRUST COMPANY Of

UNITED STATES 2318S8 6 SYCAMORE THE 534345 NATIONAL BANK amp TRUST COMPANY OF

UN ITED STATES 264332 1 SYCAMORE THE 534345

Re ort Item 3 Securities Holders

FR Y-6

NI Bancshares Corporation

Sycamore IL

Fiscal Year Ending December 3 1 201 4

Current Securities Holders with ownership control or holdings of 5 or more with power to vote as-of fiscal year end

Securities Holders not listed in 3(1 )(a) through (3)(1 )(c) that had

ownership control or holdings of 5 or more with power to vote

during the fiscal year

(1 )(a)

Name amp Address (City

State Country)

James W Dutton

Tulsa OK USA

Jane Danielson

Freeport ME USA

Anne Pick

St Paul MN USA

(1 )(b)

Country of

Citizenship or

Incorporation

USA

USA

USA

(1 )(c) Number and

Percentage of Each

Class of Voting

Securities

62324 shares 594

84563 shares 806

88480 shares 843

(2)(a) (2)(b)

Country of

Name amp Address Citizenship or

(City State Country) Incorporation

(2)(c) Number and

Percentage of Each

Class of Voting

Securities

FA Y--6

NI Bancshares Corporation Sycamore ll

Ascal Year Ending December 311 2014

(1) (2) (3)(bull) (3)(b) (3)(o) (4)(bull) (4)(b) (4)(o) Percentage of List names of other companies

Percentage of Voting Securities Includeamp partnerships) If 25 or more Voting Securities ln Subsidiaries of voting securftles are held (list

Names amp Address Principal Occupation II other than Title amp Position with Title amp Position with Subsidiaries Title amp Position with Other Businesses Jn Holding (Include names names ol companies and percentage of

(City State Country) with Holding Company Holding Company (Include names of subsidiaries) (Include names ol other businesses) Company of subsidiaries) voting securltles held)

Michael A Cullen NIA Director President amp CEO Director President amp CEO NIA 018 None NIA Sycamore IL USA The National Bank amp Trust

Company of Sycamore

Richard N Anderson President - Anderson Director Director President 159 None Anderson Funeral Home Ltd (100) DeKalb JL USA Funeral Home Ltd The Natrona[ Bank amp Trust Anderson Funeral Home Ltd

Company of Sycamore

John H Boles NIA Director Retired Trust Officer NIA 149 None NIA Sycamore IL USA The National Bank amp Trust

Company of Sycamore

Evelina J Cichy Retired Vice President of Instruction Director Director NA 015 None NIA DeKalb IL USA Klshwaukee College The Natrona Bank amp Trust

Company of Sycamore

James W Dutton CFO Macrosolva lnc Chairman of the Board Chairman of the Board CFO Macrosolve lnc 594 None NIA Tulsa OK USA The Natonal Bank amp Trust

Company of Sycamore

Robert B Johnson Partner - Johnson Farms Director Director Partner 063 None Johnson Farms (40) DeKalb IL USA The National Bank amp Trust Johnson Farms

Company of Sycamore

Robert C Johnson NIA Director Director NIA 034 None NIA DeKalb IL USA The National Bank amp Trust

Company of Sycamore

Kevin P Poorten President amp CEO - Kish Health Syse Director Director NA 005 None NIA DeKalb IL USA The National Bank amp Trust

Company of Sycamore

Douglas C Roberts Private Investor Director Director PresidentmiddotZea mays Holdings LLC 382 None Zea mays Holdngs LLC (100) Sycamore IL USA The National Bank amp Trust

Company of Sycamore

Tmothy P Suter President amp CEO - Suter Company Director Director NA 002 None NIA Sycamore IL USA The Natlonal Bank amp Trust

Company of Sycamore

Report lem 4 Insiders -PAGE 2 of 2

Tami Armstrong NIA NIA VP Brand amp Marketng NIA 0005 None NIA Sycamore IL USA The Natonal Bank amp Trust

Company of Sycamore

Bradley V Brown NIA NIA SVP Consumer Banking NIA 0004 None NIA DeKalb IL USA The Natlonal Bank amp Trust

Company of Sy9amore

Michelle Carlson NIA NIA VP Operallons NIA 0004 None NIA SuQar Grove IL USA The National Bank amp Trust

Company of Sycamore

Sa_111antha J Dalley NIA NIA VP Human Resources NIA 0003 None NIA Sycamore IL USA The National Bank amp Trust

Company of Sycamore

James Dombek NIA NIA VP Personal Trust Manager NIA 0002 None NIA Sycamore IL USA The National Bank amp Trust

Company of Sycamore

Michael Hawley Geneva IL USA NIA NIA Sr VP Sr Commercial Loan Officer NIA 0005 None NIA

The Natfonal Bank amp Trust Company of Sycamore

Charles C Kaiser NIA NIA Sr VP Senior Lending Officer NIA 0007 None NIA Sycamore IL USA The National Bank amp Trust

Company of Sycamore

Karen Kupper NIA NIA SVP Chief Credit Offcer NIA 0003 None NIA Hinkley IL USA The Natonal Bank amp Trust

Company of Sycamore

Davld N McCoy NIA Treasurer SVP Chief Flnanclitl Officer NIA 0006 None NIA South Elgin IL USA The Natlonal Bank amp Trust

Company of Sycamore

Mark ODell NIA NIA VP Sr Residentlal loan Officer NIA 0000 None NIA Aurora IL USA The National Bank amp Trust

Company of Sycamore

A David VanBuren NIA NIA SVP Trust amp Investments NIA 0005 None NIA Sycamore IL USA The National Bank amp Trust

Company of Sycamore

  • FR Y-6 Cover Page
  • Report Item 1 Annual Report to Shareholders
  • Report Item 2a Organization Chart
  • Report Item 2b Domestic Branch Listing
  • Report Item 3 Securities Holders
  • Report Item 4 Insiders
Page 30: Annual Report of Holding Companies-FR Y-6/media/others/banking/...consistent and deliberate in implementing our strategic initiatives. In addition to our loan growth, our trust assets

Notes to Consolidated Financial Statements

IX Employee Benefits

Substantially all employees are covered by a profit sharing plan The contribution determined in accordance with the provisions of the plan was $i 72 thousand $i 23 thousand and $207 thousand in 20i 4 20i 3 and 20i 2 respectively

Under the Corporations Employee Stock Option Plan the Corporation may grant options to its key employees for up to 1 00000 shares of common stock The exercise price of each option equals the market price of the Corporations stock on the date of grant and the options maximum term is ten years The vesting period is three years from the date of grant GAAP provisions require that compensation cost relating to share-based payment transactions be recognized in the financial statements with measurement based upon the fair value of the equity or liability instruments issued For the year ended December 3i 20i 2 the Corporation recognized $i i 3 thousand in compensation expense for stock options For the year ended December 3i 20i 3 the Corporation recognized $97 thousand in compensation expense for stock options For the year ended December 3i 20i 4 the Corporation recognized no compensation expense for stock options

The activity in the plan is summarized as follows

Outstanding at beginning of year Granted Exercised Forfeitedexpired Outstanding at end of year

Options exercisable at year-end

Non-vested options beginning of year Granted Vested Forfeitedexpired Non-vested options at year end

Shares

85998

(i 000)

84998

84998

20 1 4

Weighted Weighted Average Average

Exercise Price Contractual Term

$ 4762

3200

$ 4748

$ 4748

2 0 1 4

Number of Shares

8333

(8333)

(in years)

35

35

Weighted Average

Grant Date Fair Value

$ 3200

3200

$

2013

Weighted Weighted Shares Average Average

Exercise Price Contractual Term (in years)

88998 $ 4709

(667) 3200 (2333) 3747

85998 $ 4762 48

77665 $ 4929 4i

2013

Weighted

Number of Average

Grant Date Shares Fair Val u e

i 9333 $ 3200

(i 1 000) 3200

8333 $ 3200

The fair value of each option is estimated using Black-Scholes option-pricing model which requires the use of subjective valuation assumptions The expected volatility is based on historical volatility of the Corporations stock price The risk-free interest rates for periods within the contractual life of the awards are based on the US Treasury yield curve in effect at the time of the grant The expected life is based on historical exercise experience The dividend yield assumption is based on the Corporations history and expectation of dividend payouts There were no options granted in 20i 3 or 20i 4

At December Si 20i 4 there was no unrecognized cost related to non-vested stock options granted under the Employee Stock Option Plan

Notes to Consolidated Financial Statements

IX Emp loyee Benefits cont

The following table summarizes restricted stock activity

20 1 4 2013

Weighted Average Weighted Average Number of Grant Date Number of Grant Date

Shares Fair Value Shares Fair Value

Balance beginning of year 8959 $ 4000 $ Granted 8959 4000 Forfeited (888) 4000 Earned and issued (2250) 4000 Balance end of period 5821 $ 4000 8959 $ 4000

The fair value of the restricted stock awards is amortized to compensation expense over the vesting period (forty months) and is based on the market price of the Corporations common stock at the date of grant multiplied by the number of shares granted that are expected to vest At the date of grant the par value of the shares granted was recorded in equity as a credit to common stock and a debit to paid-in capital The weighted-average grant date fair value of restricted stock granted during the year ended December 31 201 4 was $4000 per share or $358 thousand Stock-based compensation expense for restricted stock for the year ended December 31 201 3 was $90 thousand Stock-based compensation expense for restricted stock during the year ended December 31 201 4 was $1 29 thousand Unrecognized compensation expense for non-vested restricted stock awards was $139 thousand and is expected to be recognized over a weighted average period of 34 months

X Related Party Transactions

The Bank has entered into transactions with certain directors executive officers significant stockholders and their affiliates or associshyates (related parties) Such transactions were made in the ordinary course of business on substantially the same terms and conditions including interest rate and collateral as those prevailing at the same tirne for comparable transactions with other customers and did not in the opinion of management involve more than normal credit risk or present other unfavorable features

Annual loan activity consisted of the following (Dollars in thousands

20 1 4 2013

Beginning balance $ 1 1 29 $ 1 1 63 New Joansadvances 1 94 46 Repayments (245) (80) Ending balance $ 1 078 $ 1 1 29

Deposits from related parties held by the Bank at December 31 201 4 and 201 3 amounted to $32 million and $37 million respectively

middot middot

XI Commitments and Contingencies

In the normal course of business the Bank makes various commitments and incurs certain contingent liabilities that are not reflected in the accompanying consolidated financial statements The credit risk associated with loan commitments and standby letters of credit is essentially the same as that involved with extending Joans to customers and is subject to the Banks credit policies Collateral or other security is normally not obtained for these financial instruments prior to their use and many of the commitments are expected to expire without being used

The following commitments existed at December 31 (Dollars in thousands

20 1 4 2013

Commitments to extend credit Fixed $ 33441 $ 26551 Variable 25597 24400

Standby letters of credit $ 483 $ 21 1

Notes to Consolidated Financial Statements

XII Reg u l atory M atters

The Bank is required to maintain average reserve balances with the Federal Reserve Bank based upon deposit levels and other facshytors The amount of those reserve balances for the years ended December Si 20i 4 and 20i 3 was approximately $i 00 thousand

Dividends are paid by the Corporation from its funds which are mainly provided by dividends from the Bank However national banking regulations and capital guidelines limit the amount of dividends that may be paid by banks

Banks and bank holding companies are subject to regulatory capital requirements administered by federal banking agencies Capital adequacy guidelines and additionally for banks prompt corrective action regulations involve quantitative measures of assets liabilities and certain off-balance-sheet items calculated under regulatory accounting practices Capital amounts and classificashytions are also subject to qualitative judgements by regulators Failure to meet capital requirements can initiate regulatory action Prompt corrective action provisions are not applicable to bank holding companies Furthermore the Banks regulators could require adjustments to regulatory capital not reflected in the financial statements

Prompt corrective action regulations provide five classifications well capitalized adequately capitalized undercapitalized significantly undercapitalized and critically undercapitalized although these terms are not used to represent overall financial condition If undershycapitalized capital distributions are limited as is asset growth and expansion and capital restoration plans are required

At December 3i 20i 4 the most recent notification from the Banks and Corporations regulator categorized the Bank as well capitalshyized under the regulatory framework for prompt corrective action To be categorized as well capitalized an institution must maintain minimum total risk-based Tier i risk-based and Tier i leverage ratios as set forth in the following tables There are no conditions or events since the notification that management believes have changed the Banks category The Banks and the consolidated Corporations actual capital amounts and ratios at December Si are presented in the table

Actual and required capital amounts and ratios are presented below at year-end (Dollars in thousands)

Minimum Minimum To Be For Capital Well-Capitalized

Actual Adequacy Purposes Under Bank Regulatory Capital Requirements

Amount Ratio Amount Ratio Amount Ratio 20 1 4 Total capital to risk weighted assets

Consolidated $ 56026 i 249 $ 35885 800 NIA NIA Bank 58957 i S i5 S5867 800 $ 448S4 i 000

Tier i (core) capital to risk weighted assets Consolidated 52i 2i i i 62 i 7942 400 NIA NIA Bank 55052 i 228 i 79S2 400 26898 600

Tier i (core) capital to average assets Consolidated 52 1 21 809 25768 400 NIA NIA Bank 55052 855 25908 400 S2i 94 500

20i3 Total capital to risk weighted assets

Consolidated $ 54577 i 289 $ S5995 800 NIA NIA Bank 56952 1S53 SS675 800 $ 42093 1 000

Tier 1 (core) capital to risk weighted assets Consolidated 5i S37 1 2 1 3 1 5931 400 NIA NIA Bank 5371 2 1 276 i 6838 400 25256 600

Tier 1 (core) capital to average assets Consolidated 5i 3S7 804 25306 400 NIA NIA Bank 537i 2 842 25675 400 31 895 500

Notes to Consolidated Financial Statements

XII I Earnings Per Share

The factors used in the earnings per share computation are as follows (Dollars in thousands except per share data)

20 1 4 2013 2012

Income Weighted- Per Share Income Weighted- Per Share Income Weighted- Per Share Average Amount Average Amount Average Amount Shares Shares Shares

Basic earnings per share Net income $ 1 050 1 048g23 $ 1 00 $ 976 1 043765 $ 94 $ 3622 1 352929 $ 268 Effect of assumed exercise

of stock options and restricted stock awards 1 831 9786 NIA

Diluted earnings per share Net income $ 1 050 1 050754 $ 1 00 $ 976 1 053551 $ 93 $ 3622 1 352g2g $ 268

Options to purchase 68500 68500 and 88998 shares of common stock were outstanding at December 31 201 4 201 3 and 201 2 but were not included in the computation of diluted EPS because the options exercise price was greater than the average market price of the common shares for each period

Notes to Consolidated Financial Statements

XIV Fair Val u e Measurements

ASC Topic 820 Fair Value Measurements defines fair value as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market parshyticipants at the measurement date Topic 820 also specifies a fair value hierarchy which requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value The standard describes three levels of inputs that may be used to measure fair value

Level i Quoted prices in active markets for identical assets Level 2 Observable inputs other than Level i prices such

as quoted prices for similar assets quoted prices in markets that are not active or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities

Level 3 Unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets

Following is a description of the valuation methodologies and inputs used for assets and liabilities measured at fair value on a recurring basis and recognized in the accompanying balance sheets as well as the general classification of such assets and liabilities pursuant to the valuation hierarchy

Securities Available for Sale

Securities classified as available for sale are reported at fairvalue utilizing Level 2 inputs Except for equity securities unadjusted quoted prices in active markets for identical assets are utilized to determine fair value at the measurement date which are conshysidered Level i inputs For all other securities the Corporation obtains fair value measurements from an independent pricing sershyvice The fair value measurements consider observable data that may include dealer quotes market spreads cash flows the US Treasuryyield curve live trading levels trade execution data market consensus prepayment speeds credit information and the bonds terms and conditions among other things

Certain financial assets and financial liabilities are measured at fair value on a nonrecurring basis that is the instruments are not measured at fair value on an ongoing basis but are subject to fair value adjustments in certain circumstances (for example when there is evidence of impairment) At December 3i 20i 3 other real estate owned measured at fair value was $7 5 million using a combination of observable inputs including recent appraisshyals and unobservable inputs based on customized discounting criteria Due to the significance of the unobservable inputs all other real estate owned fair values have been classified as Level 3 Rnancial assets and financial liabilities excluding impaired Joans measured at fair value on a nonrecurring basis were not significant at December 31 201 4 and 2013

The following tables summarize financial assets measured at fair value at December 31 segregated by the level of the valuation inputs within the fair value hierarchy utilized to measure fair value (Dollars in thousands)

Level 1 Level 2 Level 3 Total 20 1 4 Inputs Inputs Inputs Fair Value Recurring

$ Equity securities $ 456 $ $ 456 Securities available for sale $ $ i 27768 $ $ 1 27768

Nonrecurring $ Impaired Joans $ $ 1 069 $ 1 069

other real estate owned $ $ $ 3375 $ 3375

201 3 Recurring

$ $ Equity securities $ 2405 $ 2405 Securities available for sale $ $ i 4706i $ $ 1 4706i

Nonrecurring $ Impaired loans $ $ 91 6 $ 9 1 6

Other real estate owned $ $ $ 832 $ 832

Notes to Consolidated Financial Statements

XI Fair Value of Financial Instruments

The canying amount and fair value of the Corporations other financial instruments at December 31 are set forth below (Dollars in thousands)

Financial assets Cash and cash equivalents Restricted stock -Loans held for sale Loans net Accrued interest receivable

Financial liabilities Deposits Other borrowings Accrued interest payable

Commitments to orginate loans

Letters of credit

Lines of credit

Forward sale commitments

Carrying Amount

$ 2671 5 1 647 2432

405059 3369

$ 548940 3600

52

2014 201 3

Fair Value Carrying Amount

$ 2671 5 $ 36838 1 647 1 494 2432 5902

405027 377172 3369 2820

$ 51 3334 $ 549645 3600 4800

52 66

Fair Value

$ 36838 1 494 5902

377166 2820

$ 502487 4800

66

Notes to Consolidated Financial Statements

XV Fair Val u e of Financial Instrum ents cont

Nonrecurring Measurements Following is a description of the valuation methodologies and inputs used for assets measured at fair value on a nonrecurring basis and recognized in the accompanying balance sheets as well as the general classification of such assets pursuant to the valuation hierarchy For assets classified within Level 3 of the fair value hierarchy the process used to develop the reported fair value is described below

Other Real Estate Owned Other real estate owned (OREO) is carried at fair value Jess estimated cost to sell when the real estate is acquired Estimated fair value of OREO is based on appraisals or evaluations OREO is classified within Level 3 of the fair value hierarchy

Appraisals of OREO are obtained when the real estate is acquired and subsequently as deemed necessary by the Banks manageshyment Appraisals are reviewed for accuracy and consistency by the Bank Appraisers are selected from the list of approved appraisers maintained by management

Collateral-dependent Impaired Loans Net of ALLL The estimated fair value of collateral-dependent impaired Joans is based on the appraised fair value of the collateral Jess estimated cost to sell Collateral-dependent impaired Joans are classified within Level 3 of the fair value hierarchy

The Bank considers the appraisal or evaluation as the starting point for determining fair value and then considers other factors and events in the environment that may affect the fair value Appraisals of the collateral underlying collateral-dependent Joans are obtained when the loan is determined to be collateral-dependent and subsequently as deemed necessary by the Banks management Appraisals are reviewed for accuracy and consistency by the Bank Appraisers are selected from the list of approved appraisers mainshytained by management The appraised values are reduced by discounts to consider lack of marketability and estimated cost to sell if repayment or satisfaction of the Joan is dependent on the sale of the collateral These discounts and estimates are developed by the credit department by comparison to historical results

Notes to Consolidated Financial Statements

XV Fair Val ue of Financial Instruments cont

Unobservable (Level 3) Inputs The following table presents quantitahve information about unobservable inputs used in recurring and nonrecurring Level s fair value measurements other than goodwill (Dollars in thousands)

Other real estate owned

middot Collateral-dependent impaired loans

Other real estate owned

Collateral-dependent impaired loans

Fair Value at 123 114

$ 3375

$ 1 069

Fair Value at 123113

$ 832

$ 91 6

Sensitivity of Significant U nobservable Inputs The following is a discussion of the sensitivity of significant unobshyservable inputs the interrelationships between those inputs and other unobservable inputs used in recurring fair value measureshyment and of how those inputs might magnify or mitigate the effect of changes in the unobservable inputs on the fair value measurement

The following follows the Fair value table The following methods were used to estimate the fair value of all other financial instruments recognized in the accompanying balshyance sheet at amounts other than fair value

Cash and Cash Equivalents The carrying amount approximates fair value

Loans Held For Sale The carrying amount approximates fair value due to the insigshynificant time between origination and date of sale The carrying amount is the amount funded and accrued interest

Loans

Fair value is estimated by discounting the future cash flows using the market rates at which similar notes would be made to borshyrowers with similar credit ratings and for the same remaining maturities The market rates used are based on current rates the Bank would impose for similar loans and reflect a market parshyticipant assumption about risks associated with nonperformance illiquidity and the structure and term of the loans along with local economic and market conditions

Restricted Stock Fair value is estimated at book value due to restrictions that limit the sale or transfer of such securities

Valuation Unobservable Range Technique Inputs (Weighted

Market comparable Comparability Average)

properties adjustments () Not available

Market comparable Marketability properties discount 1 0 - 1 5 (1 2)

Valuation U nobservable Range Technique Inputs (Weighted

Market comparable Comparability Average)

properties adjustments () Not available

Market comparable Marketability properties discount 1 0 - 1 5 (1 2)

Accrued Interest Receivable and Payable

The carrying amount approximates fair value The carrying amount is determined using the interest rate balance and last payment date

Deposits and Other Borrowings Fair value of term deposits is estimated by discounting the future cash flows using rates of similar deposits with similar maturities The market rates used were obtained from a knowledgeable independent third party and reviewed by the Corporation The rates were the average of current rates offered by local competishytors of the bank subsidiaries

The estimated fair value of demand NOW savings money marshyket deposits and other borrowings is the book value since rates are regularly adjusted to market rates and amounts are payable on demand at the reporting date

Commitments to Originate Loans Forward Sale Commitments Letters of Credit and Lines of Credit The fair value of commitments to originate loans is estimated using the fees currently charged to enter into similar agreements taking into account the remaining terms of the agreements and the present creditworthiness of the counterparties For fixedshyrate loan commitments fair value also considers the difference between current levels of interest rates and the committed rates

The fair value of commitments to sell securities is estimated based on current market prices for securities of similar terms and credit quality

The fair values of letters of credit and lines of credit are based on fees currently charged for similar agreements or on the estimated cost to terminate or otherwise settle the obligations with the counterparties at the reporting date

Notes to Consolidated Financial Statements

XVI Accumul ated Comprehensive Income (Loss)

The components of accumulated other comprehensive income loss) included in stockholders equity are as follows (Dollars in thousands)

Net unrealized gains (Joss) on available for sale securities Tax effect Net-of-tax amount

20 1 4

$ 766 (260)

$ 506

2013

$ (871) 296

$ (575)

Amounts reclassified from accumulated other comprehensive income and the affected line items in the statements of income during the years ended December 31 were as follows

Affected line item in 20 1 4 2013 2012 the statements of

income

Net realized gains of Unrealized gains on securities available for sale $ 368 $ 434 $ 2084 sales of available for-sale

securities

Tax effect (1 26) (i 48) (709) Income taxes Total reclassification out of accumulated other comprehensive income $ 242 $ 286 $ 1 375 Net reclassified

amount

XVII Goodwill and Acquired Intangible Assets

The Corporations goodwill and intangible assets are as follows There was no Impairment of goodwill or intangible assets in 2014 or 2013 (Dollars in thousands)

20 1 4 2013

Goodwill $ 3265 $ 3265 Core deposit intangibles $ 1 805 $ 1 805 Non-compete agreement 375 375 Intangible assets 21 80 2 180 Less accumulated amortization 2 180 2090

Total intangible assets $ $ 90

Aggregate amortization expense for years ended December 31 2014 201 3 and 201 2 was $90 $181 and $1 80 thousand respectively

XVI II Subsequent Events

Management evaluated subsequent events through February 27 201 5 the date the consolidated financial statements were available to be issued Events or transactions occurring after December 31 2014 but prior to February 27 2015 that provided additional evidence about conditions that existed at December 31 2014 have been recognized in the consolidated financial statements for the year ended December 31 2014 Events or transactions that provided evidence about conditions that did not exist at December 31 201 4 but arose before the consolidated financial statements were available to be issued have not been recognized in the consolidated financial statements for the year ended December 31 2014

This information is an Integral part of the accompanying consolidated financial statements

Independent Auditors Report

CPAs amp Advisors

Board of Directors

NI Bancshares Corporation

Sycamore Illinois

We have audited the accompanying consolidated financial statements of NI Bancshares Corporation which comprise

the consolidated balance sheets as of December 3 1 2014 and 2013 and the related consolidated statements of income

comprehensive income (loss) stockholders equity and cash flows for the years ended December 3 1 2014 2013 and 2012 and the related notes to the consolidated financial statements

Managements Responsibility for the Financial Statements

Management is responsible for the preparation and fair presentation of these consolidated financial statements in accordance

with accounting principles generally accepted in the United States of America this includes the design implementation and

maintenance of internal control relevant to the preparation and fair presentation of consolidated financial statements that are

free from material misstatement whether due to fraud or error

Auditors Responsibility

Our responsibility is to express an opinion on these consolidated financial statements based on our audits We conducted our

audits in accordance with auditing standards generally accepted in the United States of America Those standards require that

we plan and perform the audit to obtain reasonable assurance about whether the consolidated financial statements are free from material misstatement

An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the consolidated

financial statements The procedures selected depend on the auditors judgment including the assessment of the risks of material misstatement of the consolidated financial statements whether due to fraud or error In making those risk

assessments the auditor considers internal control relevant to the Corporations preparation and fair presentation of the

consolidated financial statements in order to design audit procedures that are appropriate in the circumstances but not for

the purpose of expressing an opinion on the effectiveness of the Corporations internal control Accordingly we express no

such opinion An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of

significant accounting estimates made by management as well as evaluating the overall presentation of the consolidated

financial statements

We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion

Opinion In our opinion the consolidated financial statements referred to above present fairly in all material respects the financial position of NI Bancshares Corporation as of December 3 1 2014 and 2013 and the results of its operations and cash flows

for the years ended December 3 1 2014 2013 and 2012 in accordance with accounting principles generally accepted in the United States of America

Decatur Illinois February 27 2015

PRESID ENT I CEO Michael A Cullen

BUSI NESS BANKING Charles C Kaiser Senior Vice President - Business Banking

Michael A Hawley Senior Vice President - Senior Commercial Loan Officer

Grant M Goltz Vice President - Commercial Loan Officer

Lucas G Goucher Vice President - Commercial Loan Officer

Nicholas D Lee Vlce President - Commercial Loan Officer

Robert W Mason Vice President - Commercial Loan Officer

Timothy J Meyer Vice President - Commercial Loan Officer

Sheela Prahlad Vice President - Commercial Loan Officer

CREDIT D EPARTMENT

Karen A Kuppler Senior Vice President - Chief Credit Officer

Gerald W Brantner Vice President - Senior Collector

CONSUM ER BANKING RESIDENTIAL LENDING ORIGINATION

Mark R ODell Vice President - Senior Retail Loan Officer

CONS U M ER BANKING Bradley V Brown Senior Vice President - Consumer Banking (Security Officer)

Terrence M Duffy Senior Vice President - Consumer Banking Division Manager

Ishmael M McGhee Vice President - Consumer Banking Division Manager

Frank P Turza Vice President - Consumer Banking Division Manager

Directory of NBamp T

TRUST D EPARTMENT R David Van Buren Senior Vice President - Trust amp Investments

Stephen J Colianni Vice President -Trust Investment Officer

Stephen G Corcoran Vice President - Employee Benefits Manager

Karen J Daleo Vice President - Trust Tax Manager amp Assistant Secretary

James J Dombek Vice President - Personal Trust Manager amp Secretary

Kathryn J Johnson Vice President -Trust Administrator

Thomas M Sullivan Vice President - Trust Administrator

Carolyn S Swafford Vice President - Trust Administrator

FAR M SERVIC E DEPARTM ENT Scott R Pumroy Vice President - Farm Service Department Manager

OPERATIONS D EPARTMENT

Michelle R Carlson Vice President - Operations

Hien Van Do Vice President - Core Banking Systems Administrator

ACCOUNTING DEPARTM ENT David N McCoy Senior Vice President - Chief Financial Officer

BRAND amp MARKETING Tami J Armstrong Vice President - Brand amp Marketing

H U MAN RESOU RCES Samantha J Dailey Vice President - Human Resources

AUDITING DEPARTMENT Sarah M Taylor Vice President - Internal Audit

EXHIBIT 2A

NI BANCSHARES CORPORATIONS ORGANIZATIONAL CHART

NI BANCSHARES CORPORATIO N

230 W STATE ST SYCAMORE IL 601 78

State of Incorporation = Delaware

1 00

THE NATIONAL BAN K amp TRUST COMPANY OF SYCAMORE

230 W STATE ST SYCAMOR_E IL 601 78

hsults A list of branches for your depostorv nstftution NATIONAL BANK amp TRUST COMPANY OF SYCAMOftE THE (ID_RSSO 534345)

This depository fnstltutlon fs held by NI BANCSHARES CORPORATION (1827893) of SYCAMORE IL

The data are as of 12312014 Data reflects Information that was received and procMsed through 01072JJ1S

Reconciliation and YerfCtton Steps

1 In the Data Action column of each brmch row enter one or more of the actions specifild hilow 2 If required enter the date In the Effective te column

Actions

OK If the branch Information Is COfTect enter OK in the Data Action column

Chan1e If the branch Information Is incorrlCt or Incomplete revrse the data enter Change In the Data Action column and the date when this lnformaUon first beame valid Jn the Etfedive Oatbull column

Cose If a branch llsted was sold or closed enter dose In the Data Action column and thl ule or closure date In the Effective Date column Delete If a branch listed was never owned by th(s depository Institution enter Delltl In thl Oatbull Action column

Add lfa reportable branch Is missing Insert a row add the branch data and enter Add in thl Data Action column and the opening or acquisition date In the Effective Date laquo)lumn

If printing this lrst you may need to adjust your page setup in MS Excel Try uslng landscape orientation p1ae scaling andor liegal sl1ed pa pier

Submission Procedure

When you a finiihed send a savied copy to your FRB contact See the det1iled lmtructions on this site for more Information

If vou are ie-malllng this to your FRB contAct put your Institution name dtyand state In thie subjtct line of the e-mail

Note To satisfy the FR YmiddotlO portln1 rirements you must also submit FR Ymiddot10 Oomes-tic Branch Schedules for each bninch with a Ot Attlon of nae Close Deletl or Add

The FR fmiddotlO rieport may be submitted in a hardcopy format or via the FR Y-10 Online application middot httpsylOonlinefederalreservegov

bull FDIC UNINUM Office Number and ID_RSSD columns are for reference only Verification of these values Is not required

- Effecdw Ote Branch Service Type Bnnch ID Rssobull Popular Name Street Address City NATIONAL BANK amp TRUST COMPANY Of

OK Fun servlCI (Head Offitt) 53045 SYCAMORE THE 230 WEST STATE STREET SYCAMORE

OK Full Service 3310232 2290 SYCAMORE ROAD OfFICE 2290 SYCAMORE ROAD DEKALB

OK Full lce 3735255 BANCO NBampT BRANCH 1029 PLEASANT STREET DEKALB

OK Fullservice 354132 NSampT SQUARE BRANCH 130 WEST LINCOLN HIGHWAY DEKAlB

OK Full Service 3735246 ELBURN BRANCH 930 NORTH MAJN STREET ELBURN

OK Full Service 3310241 GENOA BRANCH 601 PEARSON DRIVE GfNOA

OK Full service 2192507 200 NORTH MAIN STREET OfFICE 200 NORTH MAIN STREET UtANO

OK full Service 4394873 SANDWlCH BRANCH 321 E OIURCH STREET SANDWlCH

OK Fullice 2D8577S SERENA BRANCH US HIGHWAY 52 SOMONAUK ROAD SERENA

OK Full Service 2431457 1425 DEKAl8 AVENUE BRANCH 1425 DEKALB AVENUE SYCAMORE

St1te

IL

IL

IL

IL

IL

IL

IL

IL

IL

IL

Zip Code Countv

60178 DEKALB

60US DEKALB

60115 DEKALB

60U5 DEKALB

60119 KANE

60135 DEKALB

60531 IASAllE

60548 DEKALB

60549 LA SAUE

60178 DEKALB

Country FDIC UNINUMbull Office Numberbull Hbullad Office Head Office ID_RSSD Comments

NATIONAL BANK amp TRUST COMPANY Of

UNITED STATES 6414 0 SYCAMORE THE 534345 NATIONAL BANK amp TRUST COMPANY OF

UNITED STATES 221714 2 SYCAMORE THE 534345 NATIONAL BANK amp TRUST COMPANY Of

UNITpound0 STATES 475977 9 SYCAMORE THE 534345

NATIONAL BANK amp TRUST COMPANY OF

UNITED STATES 10484 5 SYCAMORE THE 534345 NATIONAL BANK amp TRUST COMPANY OF

UNITED SfATES 475976 8 SYCAMORE THE 534345

NATIONAL BANK amp TRUST COMPANY OF

UNITED STATES 424666 4 SYCAMORE THE 534345 NATIONAL BANK amp TRUST COMPANY OF

UNITED STATES 237859 7 SYCAMOftE THE 534345 NATIONAL BANK amp TRUST COMPANY Of

UNITED STAttS 530108 10 SYCAMORE THE 534345 NATIONAL BANK amp TRUST COMPANY Of

UNITED STATES 2318S8 6 SYCAMORE THE 534345 NATIONAL BANK amp TRUST COMPANY OF

UN ITED STATES 264332 1 SYCAMORE THE 534345

Re ort Item 3 Securities Holders

FR Y-6

NI Bancshares Corporation

Sycamore IL

Fiscal Year Ending December 3 1 201 4

Current Securities Holders with ownership control or holdings of 5 or more with power to vote as-of fiscal year end

Securities Holders not listed in 3(1 )(a) through (3)(1 )(c) that had

ownership control or holdings of 5 or more with power to vote

during the fiscal year

(1 )(a)

Name amp Address (City

State Country)

James W Dutton

Tulsa OK USA

Jane Danielson

Freeport ME USA

Anne Pick

St Paul MN USA

(1 )(b)

Country of

Citizenship or

Incorporation

USA

USA

USA

(1 )(c) Number and

Percentage of Each

Class of Voting

Securities

62324 shares 594

84563 shares 806

88480 shares 843

(2)(a) (2)(b)

Country of

Name amp Address Citizenship or

(City State Country) Incorporation

(2)(c) Number and

Percentage of Each

Class of Voting

Securities

FA Y--6

NI Bancshares Corporation Sycamore ll

Ascal Year Ending December 311 2014

(1) (2) (3)(bull) (3)(b) (3)(o) (4)(bull) (4)(b) (4)(o) Percentage of List names of other companies

Percentage of Voting Securities Includeamp partnerships) If 25 or more Voting Securities ln Subsidiaries of voting securftles are held (list

Names amp Address Principal Occupation II other than Title amp Position with Title amp Position with Subsidiaries Title amp Position with Other Businesses Jn Holding (Include names names ol companies and percentage of

(City State Country) with Holding Company Holding Company (Include names of subsidiaries) (Include names ol other businesses) Company of subsidiaries) voting securltles held)

Michael A Cullen NIA Director President amp CEO Director President amp CEO NIA 018 None NIA Sycamore IL USA The National Bank amp Trust

Company of Sycamore

Richard N Anderson President - Anderson Director Director President 159 None Anderson Funeral Home Ltd (100) DeKalb JL USA Funeral Home Ltd The Natrona[ Bank amp Trust Anderson Funeral Home Ltd

Company of Sycamore

John H Boles NIA Director Retired Trust Officer NIA 149 None NIA Sycamore IL USA The National Bank amp Trust

Company of Sycamore

Evelina J Cichy Retired Vice President of Instruction Director Director NA 015 None NIA DeKalb IL USA Klshwaukee College The Natrona Bank amp Trust

Company of Sycamore

James W Dutton CFO Macrosolva lnc Chairman of the Board Chairman of the Board CFO Macrosolve lnc 594 None NIA Tulsa OK USA The Natonal Bank amp Trust

Company of Sycamore

Robert B Johnson Partner - Johnson Farms Director Director Partner 063 None Johnson Farms (40) DeKalb IL USA The National Bank amp Trust Johnson Farms

Company of Sycamore

Robert C Johnson NIA Director Director NIA 034 None NIA DeKalb IL USA The National Bank amp Trust

Company of Sycamore

Kevin P Poorten President amp CEO - Kish Health Syse Director Director NA 005 None NIA DeKalb IL USA The National Bank amp Trust

Company of Sycamore

Douglas C Roberts Private Investor Director Director PresidentmiddotZea mays Holdings LLC 382 None Zea mays Holdngs LLC (100) Sycamore IL USA The National Bank amp Trust

Company of Sycamore

Tmothy P Suter President amp CEO - Suter Company Director Director NA 002 None NIA Sycamore IL USA The Natlonal Bank amp Trust

Company of Sycamore

Report lem 4 Insiders -PAGE 2 of 2

Tami Armstrong NIA NIA VP Brand amp Marketng NIA 0005 None NIA Sycamore IL USA The Natonal Bank amp Trust

Company of Sycamore

Bradley V Brown NIA NIA SVP Consumer Banking NIA 0004 None NIA DeKalb IL USA The Natlonal Bank amp Trust

Company of Sy9amore

Michelle Carlson NIA NIA VP Operallons NIA 0004 None NIA SuQar Grove IL USA The National Bank amp Trust

Company of Sycamore

Sa_111antha J Dalley NIA NIA VP Human Resources NIA 0003 None NIA Sycamore IL USA The National Bank amp Trust

Company of Sycamore

James Dombek NIA NIA VP Personal Trust Manager NIA 0002 None NIA Sycamore IL USA The National Bank amp Trust

Company of Sycamore

Michael Hawley Geneva IL USA NIA NIA Sr VP Sr Commercial Loan Officer NIA 0005 None NIA

The Natfonal Bank amp Trust Company of Sycamore

Charles C Kaiser NIA NIA Sr VP Senior Lending Officer NIA 0007 None NIA Sycamore IL USA The National Bank amp Trust

Company of Sycamore

Karen Kupper NIA NIA SVP Chief Credit Offcer NIA 0003 None NIA Hinkley IL USA The Natonal Bank amp Trust

Company of Sycamore

Davld N McCoy NIA Treasurer SVP Chief Flnanclitl Officer NIA 0006 None NIA South Elgin IL USA The Natlonal Bank amp Trust

Company of Sycamore

Mark ODell NIA NIA VP Sr Residentlal loan Officer NIA 0000 None NIA Aurora IL USA The National Bank amp Trust

Company of Sycamore

A David VanBuren NIA NIA SVP Trust amp Investments NIA 0005 None NIA Sycamore IL USA The National Bank amp Trust

Company of Sycamore

  • FR Y-6 Cover Page
  • Report Item 1 Annual Report to Shareholders
  • Report Item 2a Organization Chart
  • Report Item 2b Domestic Branch Listing
  • Report Item 3 Securities Holders
  • Report Item 4 Insiders
Page 31: Annual Report of Holding Companies-FR Y-6/media/others/banking/...consistent and deliberate in implementing our strategic initiatives. In addition to our loan growth, our trust assets

Notes to Consolidated Financial Statements

IX Emp loyee Benefits cont

The following table summarizes restricted stock activity

20 1 4 2013

Weighted Average Weighted Average Number of Grant Date Number of Grant Date

Shares Fair Value Shares Fair Value

Balance beginning of year 8959 $ 4000 $ Granted 8959 4000 Forfeited (888) 4000 Earned and issued (2250) 4000 Balance end of period 5821 $ 4000 8959 $ 4000

The fair value of the restricted stock awards is amortized to compensation expense over the vesting period (forty months) and is based on the market price of the Corporations common stock at the date of grant multiplied by the number of shares granted that are expected to vest At the date of grant the par value of the shares granted was recorded in equity as a credit to common stock and a debit to paid-in capital The weighted-average grant date fair value of restricted stock granted during the year ended December 31 201 4 was $4000 per share or $358 thousand Stock-based compensation expense for restricted stock for the year ended December 31 201 3 was $90 thousand Stock-based compensation expense for restricted stock during the year ended December 31 201 4 was $1 29 thousand Unrecognized compensation expense for non-vested restricted stock awards was $139 thousand and is expected to be recognized over a weighted average period of 34 months

X Related Party Transactions

The Bank has entered into transactions with certain directors executive officers significant stockholders and their affiliates or associshyates (related parties) Such transactions were made in the ordinary course of business on substantially the same terms and conditions including interest rate and collateral as those prevailing at the same tirne for comparable transactions with other customers and did not in the opinion of management involve more than normal credit risk or present other unfavorable features

Annual loan activity consisted of the following (Dollars in thousands

20 1 4 2013

Beginning balance $ 1 1 29 $ 1 1 63 New Joansadvances 1 94 46 Repayments (245) (80) Ending balance $ 1 078 $ 1 1 29

Deposits from related parties held by the Bank at December 31 201 4 and 201 3 amounted to $32 million and $37 million respectively

middot middot

XI Commitments and Contingencies

In the normal course of business the Bank makes various commitments and incurs certain contingent liabilities that are not reflected in the accompanying consolidated financial statements The credit risk associated with loan commitments and standby letters of credit is essentially the same as that involved with extending Joans to customers and is subject to the Banks credit policies Collateral or other security is normally not obtained for these financial instruments prior to their use and many of the commitments are expected to expire without being used

The following commitments existed at December 31 (Dollars in thousands

20 1 4 2013

Commitments to extend credit Fixed $ 33441 $ 26551 Variable 25597 24400

Standby letters of credit $ 483 $ 21 1

Notes to Consolidated Financial Statements

XII Reg u l atory M atters

The Bank is required to maintain average reserve balances with the Federal Reserve Bank based upon deposit levels and other facshytors The amount of those reserve balances for the years ended December Si 20i 4 and 20i 3 was approximately $i 00 thousand

Dividends are paid by the Corporation from its funds which are mainly provided by dividends from the Bank However national banking regulations and capital guidelines limit the amount of dividends that may be paid by banks

Banks and bank holding companies are subject to regulatory capital requirements administered by federal banking agencies Capital adequacy guidelines and additionally for banks prompt corrective action regulations involve quantitative measures of assets liabilities and certain off-balance-sheet items calculated under regulatory accounting practices Capital amounts and classificashytions are also subject to qualitative judgements by regulators Failure to meet capital requirements can initiate regulatory action Prompt corrective action provisions are not applicable to bank holding companies Furthermore the Banks regulators could require adjustments to regulatory capital not reflected in the financial statements

Prompt corrective action regulations provide five classifications well capitalized adequately capitalized undercapitalized significantly undercapitalized and critically undercapitalized although these terms are not used to represent overall financial condition If undershycapitalized capital distributions are limited as is asset growth and expansion and capital restoration plans are required

At December 3i 20i 4 the most recent notification from the Banks and Corporations regulator categorized the Bank as well capitalshyized under the regulatory framework for prompt corrective action To be categorized as well capitalized an institution must maintain minimum total risk-based Tier i risk-based and Tier i leverage ratios as set forth in the following tables There are no conditions or events since the notification that management believes have changed the Banks category The Banks and the consolidated Corporations actual capital amounts and ratios at December Si are presented in the table

Actual and required capital amounts and ratios are presented below at year-end (Dollars in thousands)

Minimum Minimum To Be For Capital Well-Capitalized

Actual Adequacy Purposes Under Bank Regulatory Capital Requirements

Amount Ratio Amount Ratio Amount Ratio 20 1 4 Total capital to risk weighted assets

Consolidated $ 56026 i 249 $ 35885 800 NIA NIA Bank 58957 i S i5 S5867 800 $ 448S4 i 000

Tier i (core) capital to risk weighted assets Consolidated 52i 2i i i 62 i 7942 400 NIA NIA Bank 55052 i 228 i 79S2 400 26898 600

Tier i (core) capital to average assets Consolidated 52 1 21 809 25768 400 NIA NIA Bank 55052 855 25908 400 S2i 94 500

20i3 Total capital to risk weighted assets

Consolidated $ 54577 i 289 $ S5995 800 NIA NIA Bank 56952 1S53 SS675 800 $ 42093 1 000

Tier 1 (core) capital to risk weighted assets Consolidated 5i S37 1 2 1 3 1 5931 400 NIA NIA Bank 5371 2 1 276 i 6838 400 25256 600

Tier 1 (core) capital to average assets Consolidated 5i 3S7 804 25306 400 NIA NIA Bank 537i 2 842 25675 400 31 895 500

Notes to Consolidated Financial Statements

XII I Earnings Per Share

The factors used in the earnings per share computation are as follows (Dollars in thousands except per share data)

20 1 4 2013 2012

Income Weighted- Per Share Income Weighted- Per Share Income Weighted- Per Share Average Amount Average Amount Average Amount Shares Shares Shares

Basic earnings per share Net income $ 1 050 1 048g23 $ 1 00 $ 976 1 043765 $ 94 $ 3622 1 352929 $ 268 Effect of assumed exercise

of stock options and restricted stock awards 1 831 9786 NIA

Diluted earnings per share Net income $ 1 050 1 050754 $ 1 00 $ 976 1 053551 $ 93 $ 3622 1 352g2g $ 268

Options to purchase 68500 68500 and 88998 shares of common stock were outstanding at December 31 201 4 201 3 and 201 2 but were not included in the computation of diluted EPS because the options exercise price was greater than the average market price of the common shares for each period

Notes to Consolidated Financial Statements

XIV Fair Val u e Measurements

ASC Topic 820 Fair Value Measurements defines fair value as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market parshyticipants at the measurement date Topic 820 also specifies a fair value hierarchy which requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value The standard describes three levels of inputs that may be used to measure fair value

Level i Quoted prices in active markets for identical assets Level 2 Observable inputs other than Level i prices such

as quoted prices for similar assets quoted prices in markets that are not active or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities

Level 3 Unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets

Following is a description of the valuation methodologies and inputs used for assets and liabilities measured at fair value on a recurring basis and recognized in the accompanying balance sheets as well as the general classification of such assets and liabilities pursuant to the valuation hierarchy

Securities Available for Sale

Securities classified as available for sale are reported at fairvalue utilizing Level 2 inputs Except for equity securities unadjusted quoted prices in active markets for identical assets are utilized to determine fair value at the measurement date which are conshysidered Level i inputs For all other securities the Corporation obtains fair value measurements from an independent pricing sershyvice The fair value measurements consider observable data that may include dealer quotes market spreads cash flows the US Treasuryyield curve live trading levels trade execution data market consensus prepayment speeds credit information and the bonds terms and conditions among other things

Certain financial assets and financial liabilities are measured at fair value on a nonrecurring basis that is the instruments are not measured at fair value on an ongoing basis but are subject to fair value adjustments in certain circumstances (for example when there is evidence of impairment) At December 3i 20i 3 other real estate owned measured at fair value was $7 5 million using a combination of observable inputs including recent appraisshyals and unobservable inputs based on customized discounting criteria Due to the significance of the unobservable inputs all other real estate owned fair values have been classified as Level 3 Rnancial assets and financial liabilities excluding impaired Joans measured at fair value on a nonrecurring basis were not significant at December 31 201 4 and 2013

The following tables summarize financial assets measured at fair value at December 31 segregated by the level of the valuation inputs within the fair value hierarchy utilized to measure fair value (Dollars in thousands)

Level 1 Level 2 Level 3 Total 20 1 4 Inputs Inputs Inputs Fair Value Recurring

$ Equity securities $ 456 $ $ 456 Securities available for sale $ $ i 27768 $ $ 1 27768

Nonrecurring $ Impaired Joans $ $ 1 069 $ 1 069

other real estate owned $ $ $ 3375 $ 3375

201 3 Recurring

$ $ Equity securities $ 2405 $ 2405 Securities available for sale $ $ i 4706i $ $ 1 4706i

Nonrecurring $ Impaired loans $ $ 91 6 $ 9 1 6

Other real estate owned $ $ $ 832 $ 832

Notes to Consolidated Financial Statements

XI Fair Value of Financial Instruments

The canying amount and fair value of the Corporations other financial instruments at December 31 are set forth below (Dollars in thousands)

Financial assets Cash and cash equivalents Restricted stock -Loans held for sale Loans net Accrued interest receivable

Financial liabilities Deposits Other borrowings Accrued interest payable

Commitments to orginate loans

Letters of credit

Lines of credit

Forward sale commitments

Carrying Amount

$ 2671 5 1 647 2432

405059 3369

$ 548940 3600

52

2014 201 3

Fair Value Carrying Amount

$ 2671 5 $ 36838 1 647 1 494 2432 5902

405027 377172 3369 2820

$ 51 3334 $ 549645 3600 4800

52 66

Fair Value

$ 36838 1 494 5902

377166 2820

$ 502487 4800

66

Notes to Consolidated Financial Statements

XV Fair Val u e of Financial Instrum ents cont

Nonrecurring Measurements Following is a description of the valuation methodologies and inputs used for assets measured at fair value on a nonrecurring basis and recognized in the accompanying balance sheets as well as the general classification of such assets pursuant to the valuation hierarchy For assets classified within Level 3 of the fair value hierarchy the process used to develop the reported fair value is described below

Other Real Estate Owned Other real estate owned (OREO) is carried at fair value Jess estimated cost to sell when the real estate is acquired Estimated fair value of OREO is based on appraisals or evaluations OREO is classified within Level 3 of the fair value hierarchy

Appraisals of OREO are obtained when the real estate is acquired and subsequently as deemed necessary by the Banks manageshyment Appraisals are reviewed for accuracy and consistency by the Bank Appraisers are selected from the list of approved appraisers maintained by management

Collateral-dependent Impaired Loans Net of ALLL The estimated fair value of collateral-dependent impaired Joans is based on the appraised fair value of the collateral Jess estimated cost to sell Collateral-dependent impaired Joans are classified within Level 3 of the fair value hierarchy

The Bank considers the appraisal or evaluation as the starting point for determining fair value and then considers other factors and events in the environment that may affect the fair value Appraisals of the collateral underlying collateral-dependent Joans are obtained when the loan is determined to be collateral-dependent and subsequently as deemed necessary by the Banks management Appraisals are reviewed for accuracy and consistency by the Bank Appraisers are selected from the list of approved appraisers mainshytained by management The appraised values are reduced by discounts to consider lack of marketability and estimated cost to sell if repayment or satisfaction of the Joan is dependent on the sale of the collateral These discounts and estimates are developed by the credit department by comparison to historical results

Notes to Consolidated Financial Statements

XV Fair Val ue of Financial Instruments cont

Unobservable (Level 3) Inputs The following table presents quantitahve information about unobservable inputs used in recurring and nonrecurring Level s fair value measurements other than goodwill (Dollars in thousands)

Other real estate owned

middot Collateral-dependent impaired loans

Other real estate owned

Collateral-dependent impaired loans

Fair Value at 123 114

$ 3375

$ 1 069

Fair Value at 123113

$ 832

$ 91 6

Sensitivity of Significant U nobservable Inputs The following is a discussion of the sensitivity of significant unobshyservable inputs the interrelationships between those inputs and other unobservable inputs used in recurring fair value measureshyment and of how those inputs might magnify or mitigate the effect of changes in the unobservable inputs on the fair value measurement

The following follows the Fair value table The following methods were used to estimate the fair value of all other financial instruments recognized in the accompanying balshyance sheet at amounts other than fair value

Cash and Cash Equivalents The carrying amount approximates fair value

Loans Held For Sale The carrying amount approximates fair value due to the insigshynificant time between origination and date of sale The carrying amount is the amount funded and accrued interest

Loans

Fair value is estimated by discounting the future cash flows using the market rates at which similar notes would be made to borshyrowers with similar credit ratings and for the same remaining maturities The market rates used are based on current rates the Bank would impose for similar loans and reflect a market parshyticipant assumption about risks associated with nonperformance illiquidity and the structure and term of the loans along with local economic and market conditions

Restricted Stock Fair value is estimated at book value due to restrictions that limit the sale or transfer of such securities

Valuation Unobservable Range Technique Inputs (Weighted

Market comparable Comparability Average)

properties adjustments () Not available

Market comparable Marketability properties discount 1 0 - 1 5 (1 2)

Valuation U nobservable Range Technique Inputs (Weighted

Market comparable Comparability Average)

properties adjustments () Not available

Market comparable Marketability properties discount 1 0 - 1 5 (1 2)

Accrued Interest Receivable and Payable

The carrying amount approximates fair value The carrying amount is determined using the interest rate balance and last payment date

Deposits and Other Borrowings Fair value of term deposits is estimated by discounting the future cash flows using rates of similar deposits with similar maturities The market rates used were obtained from a knowledgeable independent third party and reviewed by the Corporation The rates were the average of current rates offered by local competishytors of the bank subsidiaries

The estimated fair value of demand NOW savings money marshyket deposits and other borrowings is the book value since rates are regularly adjusted to market rates and amounts are payable on demand at the reporting date

Commitments to Originate Loans Forward Sale Commitments Letters of Credit and Lines of Credit The fair value of commitments to originate loans is estimated using the fees currently charged to enter into similar agreements taking into account the remaining terms of the agreements and the present creditworthiness of the counterparties For fixedshyrate loan commitments fair value also considers the difference between current levels of interest rates and the committed rates

The fair value of commitments to sell securities is estimated based on current market prices for securities of similar terms and credit quality

The fair values of letters of credit and lines of credit are based on fees currently charged for similar agreements or on the estimated cost to terminate or otherwise settle the obligations with the counterparties at the reporting date

Notes to Consolidated Financial Statements

XVI Accumul ated Comprehensive Income (Loss)

The components of accumulated other comprehensive income loss) included in stockholders equity are as follows (Dollars in thousands)

Net unrealized gains (Joss) on available for sale securities Tax effect Net-of-tax amount

20 1 4

$ 766 (260)

$ 506

2013

$ (871) 296

$ (575)

Amounts reclassified from accumulated other comprehensive income and the affected line items in the statements of income during the years ended December 31 were as follows

Affected line item in 20 1 4 2013 2012 the statements of

income

Net realized gains of Unrealized gains on securities available for sale $ 368 $ 434 $ 2084 sales of available for-sale

securities

Tax effect (1 26) (i 48) (709) Income taxes Total reclassification out of accumulated other comprehensive income $ 242 $ 286 $ 1 375 Net reclassified

amount

XVII Goodwill and Acquired Intangible Assets

The Corporations goodwill and intangible assets are as follows There was no Impairment of goodwill or intangible assets in 2014 or 2013 (Dollars in thousands)

20 1 4 2013

Goodwill $ 3265 $ 3265 Core deposit intangibles $ 1 805 $ 1 805 Non-compete agreement 375 375 Intangible assets 21 80 2 180 Less accumulated amortization 2 180 2090

Total intangible assets $ $ 90

Aggregate amortization expense for years ended December 31 2014 201 3 and 201 2 was $90 $181 and $1 80 thousand respectively

XVI II Subsequent Events

Management evaluated subsequent events through February 27 201 5 the date the consolidated financial statements were available to be issued Events or transactions occurring after December 31 2014 but prior to February 27 2015 that provided additional evidence about conditions that existed at December 31 2014 have been recognized in the consolidated financial statements for the year ended December 31 2014 Events or transactions that provided evidence about conditions that did not exist at December 31 201 4 but arose before the consolidated financial statements were available to be issued have not been recognized in the consolidated financial statements for the year ended December 31 2014

This information is an Integral part of the accompanying consolidated financial statements

Independent Auditors Report

CPAs amp Advisors

Board of Directors

NI Bancshares Corporation

Sycamore Illinois

We have audited the accompanying consolidated financial statements of NI Bancshares Corporation which comprise

the consolidated balance sheets as of December 3 1 2014 and 2013 and the related consolidated statements of income

comprehensive income (loss) stockholders equity and cash flows for the years ended December 3 1 2014 2013 and 2012 and the related notes to the consolidated financial statements

Managements Responsibility for the Financial Statements

Management is responsible for the preparation and fair presentation of these consolidated financial statements in accordance

with accounting principles generally accepted in the United States of America this includes the design implementation and

maintenance of internal control relevant to the preparation and fair presentation of consolidated financial statements that are

free from material misstatement whether due to fraud or error

Auditors Responsibility

Our responsibility is to express an opinion on these consolidated financial statements based on our audits We conducted our

audits in accordance with auditing standards generally accepted in the United States of America Those standards require that

we plan and perform the audit to obtain reasonable assurance about whether the consolidated financial statements are free from material misstatement

An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the consolidated

financial statements The procedures selected depend on the auditors judgment including the assessment of the risks of material misstatement of the consolidated financial statements whether due to fraud or error In making those risk

assessments the auditor considers internal control relevant to the Corporations preparation and fair presentation of the

consolidated financial statements in order to design audit procedures that are appropriate in the circumstances but not for

the purpose of expressing an opinion on the effectiveness of the Corporations internal control Accordingly we express no

such opinion An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of

significant accounting estimates made by management as well as evaluating the overall presentation of the consolidated

financial statements

We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion

Opinion In our opinion the consolidated financial statements referred to above present fairly in all material respects the financial position of NI Bancshares Corporation as of December 3 1 2014 and 2013 and the results of its operations and cash flows

for the years ended December 3 1 2014 2013 and 2012 in accordance with accounting principles generally accepted in the United States of America

Decatur Illinois February 27 2015

PRESID ENT I CEO Michael A Cullen

BUSI NESS BANKING Charles C Kaiser Senior Vice President - Business Banking

Michael A Hawley Senior Vice President - Senior Commercial Loan Officer

Grant M Goltz Vice President - Commercial Loan Officer

Lucas G Goucher Vice President - Commercial Loan Officer

Nicholas D Lee Vlce President - Commercial Loan Officer

Robert W Mason Vice President - Commercial Loan Officer

Timothy J Meyer Vice President - Commercial Loan Officer

Sheela Prahlad Vice President - Commercial Loan Officer

CREDIT D EPARTMENT

Karen A Kuppler Senior Vice President - Chief Credit Officer

Gerald W Brantner Vice President - Senior Collector

CONSUM ER BANKING RESIDENTIAL LENDING ORIGINATION

Mark R ODell Vice President - Senior Retail Loan Officer

CONS U M ER BANKING Bradley V Brown Senior Vice President - Consumer Banking (Security Officer)

Terrence M Duffy Senior Vice President - Consumer Banking Division Manager

Ishmael M McGhee Vice President - Consumer Banking Division Manager

Frank P Turza Vice President - Consumer Banking Division Manager

Directory of NBamp T

TRUST D EPARTMENT R David Van Buren Senior Vice President - Trust amp Investments

Stephen J Colianni Vice President -Trust Investment Officer

Stephen G Corcoran Vice President - Employee Benefits Manager

Karen J Daleo Vice President - Trust Tax Manager amp Assistant Secretary

James J Dombek Vice President - Personal Trust Manager amp Secretary

Kathryn J Johnson Vice President -Trust Administrator

Thomas M Sullivan Vice President - Trust Administrator

Carolyn S Swafford Vice President - Trust Administrator

FAR M SERVIC E DEPARTM ENT Scott R Pumroy Vice President - Farm Service Department Manager

OPERATIONS D EPARTMENT

Michelle R Carlson Vice President - Operations

Hien Van Do Vice President - Core Banking Systems Administrator

ACCOUNTING DEPARTM ENT David N McCoy Senior Vice President - Chief Financial Officer

BRAND amp MARKETING Tami J Armstrong Vice President - Brand amp Marketing

H U MAN RESOU RCES Samantha J Dailey Vice President - Human Resources

AUDITING DEPARTMENT Sarah M Taylor Vice President - Internal Audit

EXHIBIT 2A

NI BANCSHARES CORPORATIONS ORGANIZATIONAL CHART

NI BANCSHARES CORPORATIO N

230 W STATE ST SYCAMORE IL 601 78

State of Incorporation = Delaware

1 00

THE NATIONAL BAN K amp TRUST COMPANY OF SYCAMORE

230 W STATE ST SYCAMOR_E IL 601 78

hsults A list of branches for your depostorv nstftution NATIONAL BANK amp TRUST COMPANY OF SYCAMOftE THE (ID_RSSO 534345)

This depository fnstltutlon fs held by NI BANCSHARES CORPORATION (1827893) of SYCAMORE IL

The data are as of 12312014 Data reflects Information that was received and procMsed through 01072JJ1S

Reconciliation and YerfCtton Steps

1 In the Data Action column of each brmch row enter one or more of the actions specifild hilow 2 If required enter the date In the Effective te column

Actions

OK If the branch Information Is COfTect enter OK in the Data Action column

Chan1e If the branch Information Is incorrlCt or Incomplete revrse the data enter Change In the Data Action column and the date when this lnformaUon first beame valid Jn the Etfedive Oatbull column

Cose If a branch llsted was sold or closed enter dose In the Data Action column and thl ule or closure date In the Effective Date column Delete If a branch listed was never owned by th(s depository Institution enter Delltl In thl Oatbull Action column

Add lfa reportable branch Is missing Insert a row add the branch data and enter Add in thl Data Action column and the opening or acquisition date In the Effective Date laquo)lumn

If printing this lrst you may need to adjust your page setup in MS Excel Try uslng landscape orientation p1ae scaling andor liegal sl1ed pa pier

Submission Procedure

When you a finiihed send a savied copy to your FRB contact See the det1iled lmtructions on this site for more Information

If vou are ie-malllng this to your FRB contAct put your Institution name dtyand state In thie subjtct line of the e-mail

Note To satisfy the FR YmiddotlO portln1 rirements you must also submit FR Ymiddot10 Oomes-tic Branch Schedules for each bninch with a Ot Attlon of nae Close Deletl or Add

The FR fmiddotlO rieport may be submitted in a hardcopy format or via the FR Y-10 Online application middot httpsylOonlinefederalreservegov

bull FDIC UNINUM Office Number and ID_RSSD columns are for reference only Verification of these values Is not required

- Effecdw Ote Branch Service Type Bnnch ID Rssobull Popular Name Street Address City NATIONAL BANK amp TRUST COMPANY Of

OK Fun servlCI (Head Offitt) 53045 SYCAMORE THE 230 WEST STATE STREET SYCAMORE

OK Full Service 3310232 2290 SYCAMORE ROAD OfFICE 2290 SYCAMORE ROAD DEKALB

OK Full lce 3735255 BANCO NBampT BRANCH 1029 PLEASANT STREET DEKALB

OK Fullservice 354132 NSampT SQUARE BRANCH 130 WEST LINCOLN HIGHWAY DEKAlB

OK Full Service 3735246 ELBURN BRANCH 930 NORTH MAJN STREET ELBURN

OK Full Service 3310241 GENOA BRANCH 601 PEARSON DRIVE GfNOA

OK Full service 2192507 200 NORTH MAIN STREET OfFICE 200 NORTH MAIN STREET UtANO

OK full Service 4394873 SANDWlCH BRANCH 321 E OIURCH STREET SANDWlCH

OK Fullice 2D8577S SERENA BRANCH US HIGHWAY 52 SOMONAUK ROAD SERENA

OK Full Service 2431457 1425 DEKAl8 AVENUE BRANCH 1425 DEKALB AVENUE SYCAMORE

St1te

IL

IL

IL

IL

IL

IL

IL

IL

IL

IL

Zip Code Countv

60178 DEKALB

60US DEKALB

60115 DEKALB

60U5 DEKALB

60119 KANE

60135 DEKALB

60531 IASAllE

60548 DEKALB

60549 LA SAUE

60178 DEKALB

Country FDIC UNINUMbull Office Numberbull Hbullad Office Head Office ID_RSSD Comments

NATIONAL BANK amp TRUST COMPANY Of

UNITED STATES 6414 0 SYCAMORE THE 534345 NATIONAL BANK amp TRUST COMPANY OF

UNITED STATES 221714 2 SYCAMORE THE 534345 NATIONAL BANK amp TRUST COMPANY Of

UNITpound0 STATES 475977 9 SYCAMORE THE 534345

NATIONAL BANK amp TRUST COMPANY OF

UNITED STATES 10484 5 SYCAMORE THE 534345 NATIONAL BANK amp TRUST COMPANY OF

UNITED SfATES 475976 8 SYCAMORE THE 534345

NATIONAL BANK amp TRUST COMPANY OF

UNITED STATES 424666 4 SYCAMORE THE 534345 NATIONAL BANK amp TRUST COMPANY OF

UNITED STATES 237859 7 SYCAMOftE THE 534345 NATIONAL BANK amp TRUST COMPANY Of

UNITED STAttS 530108 10 SYCAMORE THE 534345 NATIONAL BANK amp TRUST COMPANY Of

UNITED STATES 2318S8 6 SYCAMORE THE 534345 NATIONAL BANK amp TRUST COMPANY OF

UN ITED STATES 264332 1 SYCAMORE THE 534345

Re ort Item 3 Securities Holders

FR Y-6

NI Bancshares Corporation

Sycamore IL

Fiscal Year Ending December 3 1 201 4

Current Securities Holders with ownership control or holdings of 5 or more with power to vote as-of fiscal year end

Securities Holders not listed in 3(1 )(a) through (3)(1 )(c) that had

ownership control or holdings of 5 or more with power to vote

during the fiscal year

(1 )(a)

Name amp Address (City

State Country)

James W Dutton

Tulsa OK USA

Jane Danielson

Freeport ME USA

Anne Pick

St Paul MN USA

(1 )(b)

Country of

Citizenship or

Incorporation

USA

USA

USA

(1 )(c) Number and

Percentage of Each

Class of Voting

Securities

62324 shares 594

84563 shares 806

88480 shares 843

(2)(a) (2)(b)

Country of

Name amp Address Citizenship or

(City State Country) Incorporation

(2)(c) Number and

Percentage of Each

Class of Voting

Securities

FA Y--6

NI Bancshares Corporation Sycamore ll

Ascal Year Ending December 311 2014

(1) (2) (3)(bull) (3)(b) (3)(o) (4)(bull) (4)(b) (4)(o) Percentage of List names of other companies

Percentage of Voting Securities Includeamp partnerships) If 25 or more Voting Securities ln Subsidiaries of voting securftles are held (list

Names amp Address Principal Occupation II other than Title amp Position with Title amp Position with Subsidiaries Title amp Position with Other Businesses Jn Holding (Include names names ol companies and percentage of

(City State Country) with Holding Company Holding Company (Include names of subsidiaries) (Include names ol other businesses) Company of subsidiaries) voting securltles held)

Michael A Cullen NIA Director President amp CEO Director President amp CEO NIA 018 None NIA Sycamore IL USA The National Bank amp Trust

Company of Sycamore

Richard N Anderson President - Anderson Director Director President 159 None Anderson Funeral Home Ltd (100) DeKalb JL USA Funeral Home Ltd The Natrona[ Bank amp Trust Anderson Funeral Home Ltd

Company of Sycamore

John H Boles NIA Director Retired Trust Officer NIA 149 None NIA Sycamore IL USA The National Bank amp Trust

Company of Sycamore

Evelina J Cichy Retired Vice President of Instruction Director Director NA 015 None NIA DeKalb IL USA Klshwaukee College The Natrona Bank amp Trust

Company of Sycamore

James W Dutton CFO Macrosolva lnc Chairman of the Board Chairman of the Board CFO Macrosolve lnc 594 None NIA Tulsa OK USA The Natonal Bank amp Trust

Company of Sycamore

Robert B Johnson Partner - Johnson Farms Director Director Partner 063 None Johnson Farms (40) DeKalb IL USA The National Bank amp Trust Johnson Farms

Company of Sycamore

Robert C Johnson NIA Director Director NIA 034 None NIA DeKalb IL USA The National Bank amp Trust

Company of Sycamore

Kevin P Poorten President amp CEO - Kish Health Syse Director Director NA 005 None NIA DeKalb IL USA The National Bank amp Trust

Company of Sycamore

Douglas C Roberts Private Investor Director Director PresidentmiddotZea mays Holdings LLC 382 None Zea mays Holdngs LLC (100) Sycamore IL USA The National Bank amp Trust

Company of Sycamore

Tmothy P Suter President amp CEO - Suter Company Director Director NA 002 None NIA Sycamore IL USA The Natlonal Bank amp Trust

Company of Sycamore

Report lem 4 Insiders -PAGE 2 of 2

Tami Armstrong NIA NIA VP Brand amp Marketng NIA 0005 None NIA Sycamore IL USA The Natonal Bank amp Trust

Company of Sycamore

Bradley V Brown NIA NIA SVP Consumer Banking NIA 0004 None NIA DeKalb IL USA The Natlonal Bank amp Trust

Company of Sy9amore

Michelle Carlson NIA NIA VP Operallons NIA 0004 None NIA SuQar Grove IL USA The National Bank amp Trust

Company of Sycamore

Sa_111antha J Dalley NIA NIA VP Human Resources NIA 0003 None NIA Sycamore IL USA The National Bank amp Trust

Company of Sycamore

James Dombek NIA NIA VP Personal Trust Manager NIA 0002 None NIA Sycamore IL USA The National Bank amp Trust

Company of Sycamore

Michael Hawley Geneva IL USA NIA NIA Sr VP Sr Commercial Loan Officer NIA 0005 None NIA

The Natfonal Bank amp Trust Company of Sycamore

Charles C Kaiser NIA NIA Sr VP Senior Lending Officer NIA 0007 None NIA Sycamore IL USA The National Bank amp Trust

Company of Sycamore

Karen Kupper NIA NIA SVP Chief Credit Offcer NIA 0003 None NIA Hinkley IL USA The Natonal Bank amp Trust

Company of Sycamore

Davld N McCoy NIA Treasurer SVP Chief Flnanclitl Officer NIA 0006 None NIA South Elgin IL USA The Natlonal Bank amp Trust

Company of Sycamore

Mark ODell NIA NIA VP Sr Residentlal loan Officer NIA 0000 None NIA Aurora IL USA The National Bank amp Trust

Company of Sycamore

A David VanBuren NIA NIA SVP Trust amp Investments NIA 0005 None NIA Sycamore IL USA The National Bank amp Trust

Company of Sycamore

  • FR Y-6 Cover Page
  • Report Item 1 Annual Report to Shareholders
  • Report Item 2a Organization Chart
  • Report Item 2b Domestic Branch Listing
  • Report Item 3 Securities Holders
  • Report Item 4 Insiders
Page 32: Annual Report of Holding Companies-FR Y-6/media/others/banking/...consistent and deliberate in implementing our strategic initiatives. In addition to our loan growth, our trust assets

Notes to Consolidated Financial Statements

XII Reg u l atory M atters

The Bank is required to maintain average reserve balances with the Federal Reserve Bank based upon deposit levels and other facshytors The amount of those reserve balances for the years ended December Si 20i 4 and 20i 3 was approximately $i 00 thousand

Dividends are paid by the Corporation from its funds which are mainly provided by dividends from the Bank However national banking regulations and capital guidelines limit the amount of dividends that may be paid by banks

Banks and bank holding companies are subject to regulatory capital requirements administered by federal banking agencies Capital adequacy guidelines and additionally for banks prompt corrective action regulations involve quantitative measures of assets liabilities and certain off-balance-sheet items calculated under regulatory accounting practices Capital amounts and classificashytions are also subject to qualitative judgements by regulators Failure to meet capital requirements can initiate regulatory action Prompt corrective action provisions are not applicable to bank holding companies Furthermore the Banks regulators could require adjustments to regulatory capital not reflected in the financial statements

Prompt corrective action regulations provide five classifications well capitalized adequately capitalized undercapitalized significantly undercapitalized and critically undercapitalized although these terms are not used to represent overall financial condition If undershycapitalized capital distributions are limited as is asset growth and expansion and capital restoration plans are required

At December 3i 20i 4 the most recent notification from the Banks and Corporations regulator categorized the Bank as well capitalshyized under the regulatory framework for prompt corrective action To be categorized as well capitalized an institution must maintain minimum total risk-based Tier i risk-based and Tier i leverage ratios as set forth in the following tables There are no conditions or events since the notification that management believes have changed the Banks category The Banks and the consolidated Corporations actual capital amounts and ratios at December Si are presented in the table

Actual and required capital amounts and ratios are presented below at year-end (Dollars in thousands)

Minimum Minimum To Be For Capital Well-Capitalized

Actual Adequacy Purposes Under Bank Regulatory Capital Requirements

Amount Ratio Amount Ratio Amount Ratio 20 1 4 Total capital to risk weighted assets

Consolidated $ 56026 i 249 $ 35885 800 NIA NIA Bank 58957 i S i5 S5867 800 $ 448S4 i 000

Tier i (core) capital to risk weighted assets Consolidated 52i 2i i i 62 i 7942 400 NIA NIA Bank 55052 i 228 i 79S2 400 26898 600

Tier i (core) capital to average assets Consolidated 52 1 21 809 25768 400 NIA NIA Bank 55052 855 25908 400 S2i 94 500

20i3 Total capital to risk weighted assets

Consolidated $ 54577 i 289 $ S5995 800 NIA NIA Bank 56952 1S53 SS675 800 $ 42093 1 000

Tier 1 (core) capital to risk weighted assets Consolidated 5i S37 1 2 1 3 1 5931 400 NIA NIA Bank 5371 2 1 276 i 6838 400 25256 600

Tier 1 (core) capital to average assets Consolidated 5i 3S7 804 25306 400 NIA NIA Bank 537i 2 842 25675 400 31 895 500

Notes to Consolidated Financial Statements

XII I Earnings Per Share

The factors used in the earnings per share computation are as follows (Dollars in thousands except per share data)

20 1 4 2013 2012

Income Weighted- Per Share Income Weighted- Per Share Income Weighted- Per Share Average Amount Average Amount Average Amount Shares Shares Shares

Basic earnings per share Net income $ 1 050 1 048g23 $ 1 00 $ 976 1 043765 $ 94 $ 3622 1 352929 $ 268 Effect of assumed exercise

of stock options and restricted stock awards 1 831 9786 NIA

Diluted earnings per share Net income $ 1 050 1 050754 $ 1 00 $ 976 1 053551 $ 93 $ 3622 1 352g2g $ 268

Options to purchase 68500 68500 and 88998 shares of common stock were outstanding at December 31 201 4 201 3 and 201 2 but were not included in the computation of diluted EPS because the options exercise price was greater than the average market price of the common shares for each period

Notes to Consolidated Financial Statements

XIV Fair Val u e Measurements

ASC Topic 820 Fair Value Measurements defines fair value as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market parshyticipants at the measurement date Topic 820 also specifies a fair value hierarchy which requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value The standard describes three levels of inputs that may be used to measure fair value

Level i Quoted prices in active markets for identical assets Level 2 Observable inputs other than Level i prices such

as quoted prices for similar assets quoted prices in markets that are not active or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities

Level 3 Unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets

Following is a description of the valuation methodologies and inputs used for assets and liabilities measured at fair value on a recurring basis and recognized in the accompanying balance sheets as well as the general classification of such assets and liabilities pursuant to the valuation hierarchy

Securities Available for Sale

Securities classified as available for sale are reported at fairvalue utilizing Level 2 inputs Except for equity securities unadjusted quoted prices in active markets for identical assets are utilized to determine fair value at the measurement date which are conshysidered Level i inputs For all other securities the Corporation obtains fair value measurements from an independent pricing sershyvice The fair value measurements consider observable data that may include dealer quotes market spreads cash flows the US Treasuryyield curve live trading levels trade execution data market consensus prepayment speeds credit information and the bonds terms and conditions among other things

Certain financial assets and financial liabilities are measured at fair value on a nonrecurring basis that is the instruments are not measured at fair value on an ongoing basis but are subject to fair value adjustments in certain circumstances (for example when there is evidence of impairment) At December 3i 20i 3 other real estate owned measured at fair value was $7 5 million using a combination of observable inputs including recent appraisshyals and unobservable inputs based on customized discounting criteria Due to the significance of the unobservable inputs all other real estate owned fair values have been classified as Level 3 Rnancial assets and financial liabilities excluding impaired Joans measured at fair value on a nonrecurring basis were not significant at December 31 201 4 and 2013

The following tables summarize financial assets measured at fair value at December 31 segregated by the level of the valuation inputs within the fair value hierarchy utilized to measure fair value (Dollars in thousands)

Level 1 Level 2 Level 3 Total 20 1 4 Inputs Inputs Inputs Fair Value Recurring

$ Equity securities $ 456 $ $ 456 Securities available for sale $ $ i 27768 $ $ 1 27768

Nonrecurring $ Impaired Joans $ $ 1 069 $ 1 069

other real estate owned $ $ $ 3375 $ 3375

201 3 Recurring

$ $ Equity securities $ 2405 $ 2405 Securities available for sale $ $ i 4706i $ $ 1 4706i

Nonrecurring $ Impaired loans $ $ 91 6 $ 9 1 6

Other real estate owned $ $ $ 832 $ 832

Notes to Consolidated Financial Statements

XI Fair Value of Financial Instruments

The canying amount and fair value of the Corporations other financial instruments at December 31 are set forth below (Dollars in thousands)

Financial assets Cash and cash equivalents Restricted stock -Loans held for sale Loans net Accrued interest receivable

Financial liabilities Deposits Other borrowings Accrued interest payable

Commitments to orginate loans

Letters of credit

Lines of credit

Forward sale commitments

Carrying Amount

$ 2671 5 1 647 2432

405059 3369

$ 548940 3600

52

2014 201 3

Fair Value Carrying Amount

$ 2671 5 $ 36838 1 647 1 494 2432 5902

405027 377172 3369 2820

$ 51 3334 $ 549645 3600 4800

52 66

Fair Value

$ 36838 1 494 5902

377166 2820

$ 502487 4800

66

Notes to Consolidated Financial Statements

XV Fair Val u e of Financial Instrum ents cont

Nonrecurring Measurements Following is a description of the valuation methodologies and inputs used for assets measured at fair value on a nonrecurring basis and recognized in the accompanying balance sheets as well as the general classification of such assets pursuant to the valuation hierarchy For assets classified within Level 3 of the fair value hierarchy the process used to develop the reported fair value is described below

Other Real Estate Owned Other real estate owned (OREO) is carried at fair value Jess estimated cost to sell when the real estate is acquired Estimated fair value of OREO is based on appraisals or evaluations OREO is classified within Level 3 of the fair value hierarchy

Appraisals of OREO are obtained when the real estate is acquired and subsequently as deemed necessary by the Banks manageshyment Appraisals are reviewed for accuracy and consistency by the Bank Appraisers are selected from the list of approved appraisers maintained by management

Collateral-dependent Impaired Loans Net of ALLL The estimated fair value of collateral-dependent impaired Joans is based on the appraised fair value of the collateral Jess estimated cost to sell Collateral-dependent impaired Joans are classified within Level 3 of the fair value hierarchy

The Bank considers the appraisal or evaluation as the starting point for determining fair value and then considers other factors and events in the environment that may affect the fair value Appraisals of the collateral underlying collateral-dependent Joans are obtained when the loan is determined to be collateral-dependent and subsequently as deemed necessary by the Banks management Appraisals are reviewed for accuracy and consistency by the Bank Appraisers are selected from the list of approved appraisers mainshytained by management The appraised values are reduced by discounts to consider lack of marketability and estimated cost to sell if repayment or satisfaction of the Joan is dependent on the sale of the collateral These discounts and estimates are developed by the credit department by comparison to historical results

Notes to Consolidated Financial Statements

XV Fair Val ue of Financial Instruments cont

Unobservable (Level 3) Inputs The following table presents quantitahve information about unobservable inputs used in recurring and nonrecurring Level s fair value measurements other than goodwill (Dollars in thousands)

Other real estate owned

middot Collateral-dependent impaired loans

Other real estate owned

Collateral-dependent impaired loans

Fair Value at 123 114

$ 3375

$ 1 069

Fair Value at 123113

$ 832

$ 91 6

Sensitivity of Significant U nobservable Inputs The following is a discussion of the sensitivity of significant unobshyservable inputs the interrelationships between those inputs and other unobservable inputs used in recurring fair value measureshyment and of how those inputs might magnify or mitigate the effect of changes in the unobservable inputs on the fair value measurement

The following follows the Fair value table The following methods were used to estimate the fair value of all other financial instruments recognized in the accompanying balshyance sheet at amounts other than fair value

Cash and Cash Equivalents The carrying amount approximates fair value

Loans Held For Sale The carrying amount approximates fair value due to the insigshynificant time between origination and date of sale The carrying amount is the amount funded and accrued interest

Loans

Fair value is estimated by discounting the future cash flows using the market rates at which similar notes would be made to borshyrowers with similar credit ratings and for the same remaining maturities The market rates used are based on current rates the Bank would impose for similar loans and reflect a market parshyticipant assumption about risks associated with nonperformance illiquidity and the structure and term of the loans along with local economic and market conditions

Restricted Stock Fair value is estimated at book value due to restrictions that limit the sale or transfer of such securities

Valuation Unobservable Range Technique Inputs (Weighted

Market comparable Comparability Average)

properties adjustments () Not available

Market comparable Marketability properties discount 1 0 - 1 5 (1 2)

Valuation U nobservable Range Technique Inputs (Weighted

Market comparable Comparability Average)

properties adjustments () Not available

Market comparable Marketability properties discount 1 0 - 1 5 (1 2)

Accrued Interest Receivable and Payable

The carrying amount approximates fair value The carrying amount is determined using the interest rate balance and last payment date

Deposits and Other Borrowings Fair value of term deposits is estimated by discounting the future cash flows using rates of similar deposits with similar maturities The market rates used were obtained from a knowledgeable independent third party and reviewed by the Corporation The rates were the average of current rates offered by local competishytors of the bank subsidiaries

The estimated fair value of demand NOW savings money marshyket deposits and other borrowings is the book value since rates are regularly adjusted to market rates and amounts are payable on demand at the reporting date

Commitments to Originate Loans Forward Sale Commitments Letters of Credit and Lines of Credit The fair value of commitments to originate loans is estimated using the fees currently charged to enter into similar agreements taking into account the remaining terms of the agreements and the present creditworthiness of the counterparties For fixedshyrate loan commitments fair value also considers the difference between current levels of interest rates and the committed rates

The fair value of commitments to sell securities is estimated based on current market prices for securities of similar terms and credit quality

The fair values of letters of credit and lines of credit are based on fees currently charged for similar agreements or on the estimated cost to terminate or otherwise settle the obligations with the counterparties at the reporting date

Notes to Consolidated Financial Statements

XVI Accumul ated Comprehensive Income (Loss)

The components of accumulated other comprehensive income loss) included in stockholders equity are as follows (Dollars in thousands)

Net unrealized gains (Joss) on available for sale securities Tax effect Net-of-tax amount

20 1 4

$ 766 (260)

$ 506

2013

$ (871) 296

$ (575)

Amounts reclassified from accumulated other comprehensive income and the affected line items in the statements of income during the years ended December 31 were as follows

Affected line item in 20 1 4 2013 2012 the statements of

income

Net realized gains of Unrealized gains on securities available for sale $ 368 $ 434 $ 2084 sales of available for-sale

securities

Tax effect (1 26) (i 48) (709) Income taxes Total reclassification out of accumulated other comprehensive income $ 242 $ 286 $ 1 375 Net reclassified

amount

XVII Goodwill and Acquired Intangible Assets

The Corporations goodwill and intangible assets are as follows There was no Impairment of goodwill or intangible assets in 2014 or 2013 (Dollars in thousands)

20 1 4 2013

Goodwill $ 3265 $ 3265 Core deposit intangibles $ 1 805 $ 1 805 Non-compete agreement 375 375 Intangible assets 21 80 2 180 Less accumulated amortization 2 180 2090

Total intangible assets $ $ 90

Aggregate amortization expense for years ended December 31 2014 201 3 and 201 2 was $90 $181 and $1 80 thousand respectively

XVI II Subsequent Events

Management evaluated subsequent events through February 27 201 5 the date the consolidated financial statements were available to be issued Events or transactions occurring after December 31 2014 but prior to February 27 2015 that provided additional evidence about conditions that existed at December 31 2014 have been recognized in the consolidated financial statements for the year ended December 31 2014 Events or transactions that provided evidence about conditions that did not exist at December 31 201 4 but arose before the consolidated financial statements were available to be issued have not been recognized in the consolidated financial statements for the year ended December 31 2014

This information is an Integral part of the accompanying consolidated financial statements

Independent Auditors Report

CPAs amp Advisors

Board of Directors

NI Bancshares Corporation

Sycamore Illinois

We have audited the accompanying consolidated financial statements of NI Bancshares Corporation which comprise

the consolidated balance sheets as of December 3 1 2014 and 2013 and the related consolidated statements of income

comprehensive income (loss) stockholders equity and cash flows for the years ended December 3 1 2014 2013 and 2012 and the related notes to the consolidated financial statements

Managements Responsibility for the Financial Statements

Management is responsible for the preparation and fair presentation of these consolidated financial statements in accordance

with accounting principles generally accepted in the United States of America this includes the design implementation and

maintenance of internal control relevant to the preparation and fair presentation of consolidated financial statements that are

free from material misstatement whether due to fraud or error

Auditors Responsibility

Our responsibility is to express an opinion on these consolidated financial statements based on our audits We conducted our

audits in accordance with auditing standards generally accepted in the United States of America Those standards require that

we plan and perform the audit to obtain reasonable assurance about whether the consolidated financial statements are free from material misstatement

An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the consolidated

financial statements The procedures selected depend on the auditors judgment including the assessment of the risks of material misstatement of the consolidated financial statements whether due to fraud or error In making those risk

assessments the auditor considers internal control relevant to the Corporations preparation and fair presentation of the

consolidated financial statements in order to design audit procedures that are appropriate in the circumstances but not for

the purpose of expressing an opinion on the effectiveness of the Corporations internal control Accordingly we express no

such opinion An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of

significant accounting estimates made by management as well as evaluating the overall presentation of the consolidated

financial statements

We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion

Opinion In our opinion the consolidated financial statements referred to above present fairly in all material respects the financial position of NI Bancshares Corporation as of December 3 1 2014 and 2013 and the results of its operations and cash flows

for the years ended December 3 1 2014 2013 and 2012 in accordance with accounting principles generally accepted in the United States of America

Decatur Illinois February 27 2015

PRESID ENT I CEO Michael A Cullen

BUSI NESS BANKING Charles C Kaiser Senior Vice President - Business Banking

Michael A Hawley Senior Vice President - Senior Commercial Loan Officer

Grant M Goltz Vice President - Commercial Loan Officer

Lucas G Goucher Vice President - Commercial Loan Officer

Nicholas D Lee Vlce President - Commercial Loan Officer

Robert W Mason Vice President - Commercial Loan Officer

Timothy J Meyer Vice President - Commercial Loan Officer

Sheela Prahlad Vice President - Commercial Loan Officer

CREDIT D EPARTMENT

Karen A Kuppler Senior Vice President - Chief Credit Officer

Gerald W Brantner Vice President - Senior Collector

CONSUM ER BANKING RESIDENTIAL LENDING ORIGINATION

Mark R ODell Vice President - Senior Retail Loan Officer

CONS U M ER BANKING Bradley V Brown Senior Vice President - Consumer Banking (Security Officer)

Terrence M Duffy Senior Vice President - Consumer Banking Division Manager

Ishmael M McGhee Vice President - Consumer Banking Division Manager

Frank P Turza Vice President - Consumer Banking Division Manager

Directory of NBamp T

TRUST D EPARTMENT R David Van Buren Senior Vice President - Trust amp Investments

Stephen J Colianni Vice President -Trust Investment Officer

Stephen G Corcoran Vice President - Employee Benefits Manager

Karen J Daleo Vice President - Trust Tax Manager amp Assistant Secretary

James J Dombek Vice President - Personal Trust Manager amp Secretary

Kathryn J Johnson Vice President -Trust Administrator

Thomas M Sullivan Vice President - Trust Administrator

Carolyn S Swafford Vice President - Trust Administrator

FAR M SERVIC E DEPARTM ENT Scott R Pumroy Vice President - Farm Service Department Manager

OPERATIONS D EPARTMENT

Michelle R Carlson Vice President - Operations

Hien Van Do Vice President - Core Banking Systems Administrator

ACCOUNTING DEPARTM ENT David N McCoy Senior Vice President - Chief Financial Officer

BRAND amp MARKETING Tami J Armstrong Vice President - Brand amp Marketing

H U MAN RESOU RCES Samantha J Dailey Vice President - Human Resources

AUDITING DEPARTMENT Sarah M Taylor Vice President - Internal Audit

EXHIBIT 2A

NI BANCSHARES CORPORATIONS ORGANIZATIONAL CHART

NI BANCSHARES CORPORATIO N

230 W STATE ST SYCAMORE IL 601 78

State of Incorporation = Delaware

1 00

THE NATIONAL BAN K amp TRUST COMPANY OF SYCAMORE

230 W STATE ST SYCAMOR_E IL 601 78

hsults A list of branches for your depostorv nstftution NATIONAL BANK amp TRUST COMPANY OF SYCAMOftE THE (ID_RSSO 534345)

This depository fnstltutlon fs held by NI BANCSHARES CORPORATION (1827893) of SYCAMORE IL

The data are as of 12312014 Data reflects Information that was received and procMsed through 01072JJ1S

Reconciliation and YerfCtton Steps

1 In the Data Action column of each brmch row enter one or more of the actions specifild hilow 2 If required enter the date In the Effective te column

Actions

OK If the branch Information Is COfTect enter OK in the Data Action column

Chan1e If the branch Information Is incorrlCt or Incomplete revrse the data enter Change In the Data Action column and the date when this lnformaUon first beame valid Jn the Etfedive Oatbull column

Cose If a branch llsted was sold or closed enter dose In the Data Action column and thl ule or closure date In the Effective Date column Delete If a branch listed was never owned by th(s depository Institution enter Delltl In thl Oatbull Action column

Add lfa reportable branch Is missing Insert a row add the branch data and enter Add in thl Data Action column and the opening or acquisition date In the Effective Date laquo)lumn

If printing this lrst you may need to adjust your page setup in MS Excel Try uslng landscape orientation p1ae scaling andor liegal sl1ed pa pier

Submission Procedure

When you a finiihed send a savied copy to your FRB contact See the det1iled lmtructions on this site for more Information

If vou are ie-malllng this to your FRB contAct put your Institution name dtyand state In thie subjtct line of the e-mail

Note To satisfy the FR YmiddotlO portln1 rirements you must also submit FR Ymiddot10 Oomes-tic Branch Schedules for each bninch with a Ot Attlon of nae Close Deletl or Add

The FR fmiddotlO rieport may be submitted in a hardcopy format or via the FR Y-10 Online application middot httpsylOonlinefederalreservegov

bull FDIC UNINUM Office Number and ID_RSSD columns are for reference only Verification of these values Is not required

- Effecdw Ote Branch Service Type Bnnch ID Rssobull Popular Name Street Address City NATIONAL BANK amp TRUST COMPANY Of

OK Fun servlCI (Head Offitt) 53045 SYCAMORE THE 230 WEST STATE STREET SYCAMORE

OK Full Service 3310232 2290 SYCAMORE ROAD OfFICE 2290 SYCAMORE ROAD DEKALB

OK Full lce 3735255 BANCO NBampT BRANCH 1029 PLEASANT STREET DEKALB

OK Fullservice 354132 NSampT SQUARE BRANCH 130 WEST LINCOLN HIGHWAY DEKAlB

OK Full Service 3735246 ELBURN BRANCH 930 NORTH MAJN STREET ELBURN

OK Full Service 3310241 GENOA BRANCH 601 PEARSON DRIVE GfNOA

OK Full service 2192507 200 NORTH MAIN STREET OfFICE 200 NORTH MAIN STREET UtANO

OK full Service 4394873 SANDWlCH BRANCH 321 E OIURCH STREET SANDWlCH

OK Fullice 2D8577S SERENA BRANCH US HIGHWAY 52 SOMONAUK ROAD SERENA

OK Full Service 2431457 1425 DEKAl8 AVENUE BRANCH 1425 DEKALB AVENUE SYCAMORE

St1te

IL

IL

IL

IL

IL

IL

IL

IL

IL

IL

Zip Code Countv

60178 DEKALB

60US DEKALB

60115 DEKALB

60U5 DEKALB

60119 KANE

60135 DEKALB

60531 IASAllE

60548 DEKALB

60549 LA SAUE

60178 DEKALB

Country FDIC UNINUMbull Office Numberbull Hbullad Office Head Office ID_RSSD Comments

NATIONAL BANK amp TRUST COMPANY Of

UNITED STATES 6414 0 SYCAMORE THE 534345 NATIONAL BANK amp TRUST COMPANY OF

UNITED STATES 221714 2 SYCAMORE THE 534345 NATIONAL BANK amp TRUST COMPANY Of

UNITpound0 STATES 475977 9 SYCAMORE THE 534345

NATIONAL BANK amp TRUST COMPANY OF

UNITED STATES 10484 5 SYCAMORE THE 534345 NATIONAL BANK amp TRUST COMPANY OF

UNITED SfATES 475976 8 SYCAMORE THE 534345

NATIONAL BANK amp TRUST COMPANY OF

UNITED STATES 424666 4 SYCAMORE THE 534345 NATIONAL BANK amp TRUST COMPANY OF

UNITED STATES 237859 7 SYCAMOftE THE 534345 NATIONAL BANK amp TRUST COMPANY Of

UNITED STAttS 530108 10 SYCAMORE THE 534345 NATIONAL BANK amp TRUST COMPANY Of

UNITED STATES 2318S8 6 SYCAMORE THE 534345 NATIONAL BANK amp TRUST COMPANY OF

UN ITED STATES 264332 1 SYCAMORE THE 534345

Re ort Item 3 Securities Holders

FR Y-6

NI Bancshares Corporation

Sycamore IL

Fiscal Year Ending December 3 1 201 4

Current Securities Holders with ownership control or holdings of 5 or more with power to vote as-of fiscal year end

Securities Holders not listed in 3(1 )(a) through (3)(1 )(c) that had

ownership control or holdings of 5 or more with power to vote

during the fiscal year

(1 )(a)

Name amp Address (City

State Country)

James W Dutton

Tulsa OK USA

Jane Danielson

Freeport ME USA

Anne Pick

St Paul MN USA

(1 )(b)

Country of

Citizenship or

Incorporation

USA

USA

USA

(1 )(c) Number and

Percentage of Each

Class of Voting

Securities

62324 shares 594

84563 shares 806

88480 shares 843

(2)(a) (2)(b)

Country of

Name amp Address Citizenship or

(City State Country) Incorporation

(2)(c) Number and

Percentage of Each

Class of Voting

Securities

FA Y--6

NI Bancshares Corporation Sycamore ll

Ascal Year Ending December 311 2014

(1) (2) (3)(bull) (3)(b) (3)(o) (4)(bull) (4)(b) (4)(o) Percentage of List names of other companies

Percentage of Voting Securities Includeamp partnerships) If 25 or more Voting Securities ln Subsidiaries of voting securftles are held (list

Names amp Address Principal Occupation II other than Title amp Position with Title amp Position with Subsidiaries Title amp Position with Other Businesses Jn Holding (Include names names ol companies and percentage of

(City State Country) with Holding Company Holding Company (Include names of subsidiaries) (Include names ol other businesses) Company of subsidiaries) voting securltles held)

Michael A Cullen NIA Director President amp CEO Director President amp CEO NIA 018 None NIA Sycamore IL USA The National Bank amp Trust

Company of Sycamore

Richard N Anderson President - Anderson Director Director President 159 None Anderson Funeral Home Ltd (100) DeKalb JL USA Funeral Home Ltd The Natrona[ Bank amp Trust Anderson Funeral Home Ltd

Company of Sycamore

John H Boles NIA Director Retired Trust Officer NIA 149 None NIA Sycamore IL USA The National Bank amp Trust

Company of Sycamore

Evelina J Cichy Retired Vice President of Instruction Director Director NA 015 None NIA DeKalb IL USA Klshwaukee College The Natrona Bank amp Trust

Company of Sycamore

James W Dutton CFO Macrosolva lnc Chairman of the Board Chairman of the Board CFO Macrosolve lnc 594 None NIA Tulsa OK USA The Natonal Bank amp Trust

Company of Sycamore

Robert B Johnson Partner - Johnson Farms Director Director Partner 063 None Johnson Farms (40) DeKalb IL USA The National Bank amp Trust Johnson Farms

Company of Sycamore

Robert C Johnson NIA Director Director NIA 034 None NIA DeKalb IL USA The National Bank amp Trust

Company of Sycamore

Kevin P Poorten President amp CEO - Kish Health Syse Director Director NA 005 None NIA DeKalb IL USA The National Bank amp Trust

Company of Sycamore

Douglas C Roberts Private Investor Director Director PresidentmiddotZea mays Holdings LLC 382 None Zea mays Holdngs LLC (100) Sycamore IL USA The National Bank amp Trust

Company of Sycamore

Tmothy P Suter President amp CEO - Suter Company Director Director NA 002 None NIA Sycamore IL USA The Natlonal Bank amp Trust

Company of Sycamore

Report lem 4 Insiders -PAGE 2 of 2

Tami Armstrong NIA NIA VP Brand amp Marketng NIA 0005 None NIA Sycamore IL USA The Natonal Bank amp Trust

Company of Sycamore

Bradley V Brown NIA NIA SVP Consumer Banking NIA 0004 None NIA DeKalb IL USA The Natlonal Bank amp Trust

Company of Sy9amore

Michelle Carlson NIA NIA VP Operallons NIA 0004 None NIA SuQar Grove IL USA The National Bank amp Trust

Company of Sycamore

Sa_111antha J Dalley NIA NIA VP Human Resources NIA 0003 None NIA Sycamore IL USA The National Bank amp Trust

Company of Sycamore

James Dombek NIA NIA VP Personal Trust Manager NIA 0002 None NIA Sycamore IL USA The National Bank amp Trust

Company of Sycamore

Michael Hawley Geneva IL USA NIA NIA Sr VP Sr Commercial Loan Officer NIA 0005 None NIA

The Natfonal Bank amp Trust Company of Sycamore

Charles C Kaiser NIA NIA Sr VP Senior Lending Officer NIA 0007 None NIA Sycamore IL USA The National Bank amp Trust

Company of Sycamore

Karen Kupper NIA NIA SVP Chief Credit Offcer NIA 0003 None NIA Hinkley IL USA The Natonal Bank amp Trust

Company of Sycamore

Davld N McCoy NIA Treasurer SVP Chief Flnanclitl Officer NIA 0006 None NIA South Elgin IL USA The Natlonal Bank amp Trust

Company of Sycamore

Mark ODell NIA NIA VP Sr Residentlal loan Officer NIA 0000 None NIA Aurora IL USA The National Bank amp Trust

Company of Sycamore

A David VanBuren NIA NIA SVP Trust amp Investments NIA 0005 None NIA Sycamore IL USA The National Bank amp Trust

Company of Sycamore

  • FR Y-6 Cover Page
  • Report Item 1 Annual Report to Shareholders
  • Report Item 2a Organization Chart
  • Report Item 2b Domestic Branch Listing
  • Report Item 3 Securities Holders
  • Report Item 4 Insiders
Page 33: Annual Report of Holding Companies-FR Y-6/media/others/banking/...consistent and deliberate in implementing our strategic initiatives. In addition to our loan growth, our trust assets

Notes to Consolidated Financial Statements

XII I Earnings Per Share

The factors used in the earnings per share computation are as follows (Dollars in thousands except per share data)

20 1 4 2013 2012

Income Weighted- Per Share Income Weighted- Per Share Income Weighted- Per Share Average Amount Average Amount Average Amount Shares Shares Shares

Basic earnings per share Net income $ 1 050 1 048g23 $ 1 00 $ 976 1 043765 $ 94 $ 3622 1 352929 $ 268 Effect of assumed exercise

of stock options and restricted stock awards 1 831 9786 NIA

Diluted earnings per share Net income $ 1 050 1 050754 $ 1 00 $ 976 1 053551 $ 93 $ 3622 1 352g2g $ 268

Options to purchase 68500 68500 and 88998 shares of common stock were outstanding at December 31 201 4 201 3 and 201 2 but were not included in the computation of diluted EPS because the options exercise price was greater than the average market price of the common shares for each period

Notes to Consolidated Financial Statements

XIV Fair Val u e Measurements

ASC Topic 820 Fair Value Measurements defines fair value as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market parshyticipants at the measurement date Topic 820 also specifies a fair value hierarchy which requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value The standard describes three levels of inputs that may be used to measure fair value

Level i Quoted prices in active markets for identical assets Level 2 Observable inputs other than Level i prices such

as quoted prices for similar assets quoted prices in markets that are not active or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities

Level 3 Unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets

Following is a description of the valuation methodologies and inputs used for assets and liabilities measured at fair value on a recurring basis and recognized in the accompanying balance sheets as well as the general classification of such assets and liabilities pursuant to the valuation hierarchy

Securities Available for Sale

Securities classified as available for sale are reported at fairvalue utilizing Level 2 inputs Except for equity securities unadjusted quoted prices in active markets for identical assets are utilized to determine fair value at the measurement date which are conshysidered Level i inputs For all other securities the Corporation obtains fair value measurements from an independent pricing sershyvice The fair value measurements consider observable data that may include dealer quotes market spreads cash flows the US Treasuryyield curve live trading levels trade execution data market consensus prepayment speeds credit information and the bonds terms and conditions among other things

Certain financial assets and financial liabilities are measured at fair value on a nonrecurring basis that is the instruments are not measured at fair value on an ongoing basis but are subject to fair value adjustments in certain circumstances (for example when there is evidence of impairment) At December 3i 20i 3 other real estate owned measured at fair value was $7 5 million using a combination of observable inputs including recent appraisshyals and unobservable inputs based on customized discounting criteria Due to the significance of the unobservable inputs all other real estate owned fair values have been classified as Level 3 Rnancial assets and financial liabilities excluding impaired Joans measured at fair value on a nonrecurring basis were not significant at December 31 201 4 and 2013

The following tables summarize financial assets measured at fair value at December 31 segregated by the level of the valuation inputs within the fair value hierarchy utilized to measure fair value (Dollars in thousands)

Level 1 Level 2 Level 3 Total 20 1 4 Inputs Inputs Inputs Fair Value Recurring

$ Equity securities $ 456 $ $ 456 Securities available for sale $ $ i 27768 $ $ 1 27768

Nonrecurring $ Impaired Joans $ $ 1 069 $ 1 069

other real estate owned $ $ $ 3375 $ 3375

201 3 Recurring

$ $ Equity securities $ 2405 $ 2405 Securities available for sale $ $ i 4706i $ $ 1 4706i

Nonrecurring $ Impaired loans $ $ 91 6 $ 9 1 6

Other real estate owned $ $ $ 832 $ 832

Notes to Consolidated Financial Statements

XI Fair Value of Financial Instruments

The canying amount and fair value of the Corporations other financial instruments at December 31 are set forth below (Dollars in thousands)

Financial assets Cash and cash equivalents Restricted stock -Loans held for sale Loans net Accrued interest receivable

Financial liabilities Deposits Other borrowings Accrued interest payable

Commitments to orginate loans

Letters of credit

Lines of credit

Forward sale commitments

Carrying Amount

$ 2671 5 1 647 2432

405059 3369

$ 548940 3600

52

2014 201 3

Fair Value Carrying Amount

$ 2671 5 $ 36838 1 647 1 494 2432 5902

405027 377172 3369 2820

$ 51 3334 $ 549645 3600 4800

52 66

Fair Value

$ 36838 1 494 5902

377166 2820

$ 502487 4800

66

Notes to Consolidated Financial Statements

XV Fair Val u e of Financial Instrum ents cont

Nonrecurring Measurements Following is a description of the valuation methodologies and inputs used for assets measured at fair value on a nonrecurring basis and recognized in the accompanying balance sheets as well as the general classification of such assets pursuant to the valuation hierarchy For assets classified within Level 3 of the fair value hierarchy the process used to develop the reported fair value is described below

Other Real Estate Owned Other real estate owned (OREO) is carried at fair value Jess estimated cost to sell when the real estate is acquired Estimated fair value of OREO is based on appraisals or evaluations OREO is classified within Level 3 of the fair value hierarchy

Appraisals of OREO are obtained when the real estate is acquired and subsequently as deemed necessary by the Banks manageshyment Appraisals are reviewed for accuracy and consistency by the Bank Appraisers are selected from the list of approved appraisers maintained by management

Collateral-dependent Impaired Loans Net of ALLL The estimated fair value of collateral-dependent impaired Joans is based on the appraised fair value of the collateral Jess estimated cost to sell Collateral-dependent impaired Joans are classified within Level 3 of the fair value hierarchy

The Bank considers the appraisal or evaluation as the starting point for determining fair value and then considers other factors and events in the environment that may affect the fair value Appraisals of the collateral underlying collateral-dependent Joans are obtained when the loan is determined to be collateral-dependent and subsequently as deemed necessary by the Banks management Appraisals are reviewed for accuracy and consistency by the Bank Appraisers are selected from the list of approved appraisers mainshytained by management The appraised values are reduced by discounts to consider lack of marketability and estimated cost to sell if repayment or satisfaction of the Joan is dependent on the sale of the collateral These discounts and estimates are developed by the credit department by comparison to historical results

Notes to Consolidated Financial Statements

XV Fair Val ue of Financial Instruments cont

Unobservable (Level 3) Inputs The following table presents quantitahve information about unobservable inputs used in recurring and nonrecurring Level s fair value measurements other than goodwill (Dollars in thousands)

Other real estate owned

middot Collateral-dependent impaired loans

Other real estate owned

Collateral-dependent impaired loans

Fair Value at 123 114

$ 3375

$ 1 069

Fair Value at 123113

$ 832

$ 91 6

Sensitivity of Significant U nobservable Inputs The following is a discussion of the sensitivity of significant unobshyservable inputs the interrelationships between those inputs and other unobservable inputs used in recurring fair value measureshyment and of how those inputs might magnify or mitigate the effect of changes in the unobservable inputs on the fair value measurement

The following follows the Fair value table The following methods were used to estimate the fair value of all other financial instruments recognized in the accompanying balshyance sheet at amounts other than fair value

Cash and Cash Equivalents The carrying amount approximates fair value

Loans Held For Sale The carrying amount approximates fair value due to the insigshynificant time between origination and date of sale The carrying amount is the amount funded and accrued interest

Loans

Fair value is estimated by discounting the future cash flows using the market rates at which similar notes would be made to borshyrowers with similar credit ratings and for the same remaining maturities The market rates used are based on current rates the Bank would impose for similar loans and reflect a market parshyticipant assumption about risks associated with nonperformance illiquidity and the structure and term of the loans along with local economic and market conditions

Restricted Stock Fair value is estimated at book value due to restrictions that limit the sale or transfer of such securities

Valuation Unobservable Range Technique Inputs (Weighted

Market comparable Comparability Average)

properties adjustments () Not available

Market comparable Marketability properties discount 1 0 - 1 5 (1 2)

Valuation U nobservable Range Technique Inputs (Weighted

Market comparable Comparability Average)

properties adjustments () Not available

Market comparable Marketability properties discount 1 0 - 1 5 (1 2)

Accrued Interest Receivable and Payable

The carrying amount approximates fair value The carrying amount is determined using the interest rate balance and last payment date

Deposits and Other Borrowings Fair value of term deposits is estimated by discounting the future cash flows using rates of similar deposits with similar maturities The market rates used were obtained from a knowledgeable independent third party and reviewed by the Corporation The rates were the average of current rates offered by local competishytors of the bank subsidiaries

The estimated fair value of demand NOW savings money marshyket deposits and other borrowings is the book value since rates are regularly adjusted to market rates and amounts are payable on demand at the reporting date

Commitments to Originate Loans Forward Sale Commitments Letters of Credit and Lines of Credit The fair value of commitments to originate loans is estimated using the fees currently charged to enter into similar agreements taking into account the remaining terms of the agreements and the present creditworthiness of the counterparties For fixedshyrate loan commitments fair value also considers the difference between current levels of interest rates and the committed rates

The fair value of commitments to sell securities is estimated based on current market prices for securities of similar terms and credit quality

The fair values of letters of credit and lines of credit are based on fees currently charged for similar agreements or on the estimated cost to terminate or otherwise settle the obligations with the counterparties at the reporting date

Notes to Consolidated Financial Statements

XVI Accumul ated Comprehensive Income (Loss)

The components of accumulated other comprehensive income loss) included in stockholders equity are as follows (Dollars in thousands)

Net unrealized gains (Joss) on available for sale securities Tax effect Net-of-tax amount

20 1 4

$ 766 (260)

$ 506

2013

$ (871) 296

$ (575)

Amounts reclassified from accumulated other comprehensive income and the affected line items in the statements of income during the years ended December 31 were as follows

Affected line item in 20 1 4 2013 2012 the statements of

income

Net realized gains of Unrealized gains on securities available for sale $ 368 $ 434 $ 2084 sales of available for-sale

securities

Tax effect (1 26) (i 48) (709) Income taxes Total reclassification out of accumulated other comprehensive income $ 242 $ 286 $ 1 375 Net reclassified

amount

XVII Goodwill and Acquired Intangible Assets

The Corporations goodwill and intangible assets are as follows There was no Impairment of goodwill or intangible assets in 2014 or 2013 (Dollars in thousands)

20 1 4 2013

Goodwill $ 3265 $ 3265 Core deposit intangibles $ 1 805 $ 1 805 Non-compete agreement 375 375 Intangible assets 21 80 2 180 Less accumulated amortization 2 180 2090

Total intangible assets $ $ 90

Aggregate amortization expense for years ended December 31 2014 201 3 and 201 2 was $90 $181 and $1 80 thousand respectively

XVI II Subsequent Events

Management evaluated subsequent events through February 27 201 5 the date the consolidated financial statements were available to be issued Events or transactions occurring after December 31 2014 but prior to February 27 2015 that provided additional evidence about conditions that existed at December 31 2014 have been recognized in the consolidated financial statements for the year ended December 31 2014 Events or transactions that provided evidence about conditions that did not exist at December 31 201 4 but arose before the consolidated financial statements were available to be issued have not been recognized in the consolidated financial statements for the year ended December 31 2014

This information is an Integral part of the accompanying consolidated financial statements

Independent Auditors Report

CPAs amp Advisors

Board of Directors

NI Bancshares Corporation

Sycamore Illinois

We have audited the accompanying consolidated financial statements of NI Bancshares Corporation which comprise

the consolidated balance sheets as of December 3 1 2014 and 2013 and the related consolidated statements of income

comprehensive income (loss) stockholders equity and cash flows for the years ended December 3 1 2014 2013 and 2012 and the related notes to the consolidated financial statements

Managements Responsibility for the Financial Statements

Management is responsible for the preparation and fair presentation of these consolidated financial statements in accordance

with accounting principles generally accepted in the United States of America this includes the design implementation and

maintenance of internal control relevant to the preparation and fair presentation of consolidated financial statements that are

free from material misstatement whether due to fraud or error

Auditors Responsibility

Our responsibility is to express an opinion on these consolidated financial statements based on our audits We conducted our

audits in accordance with auditing standards generally accepted in the United States of America Those standards require that

we plan and perform the audit to obtain reasonable assurance about whether the consolidated financial statements are free from material misstatement

An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the consolidated

financial statements The procedures selected depend on the auditors judgment including the assessment of the risks of material misstatement of the consolidated financial statements whether due to fraud or error In making those risk

assessments the auditor considers internal control relevant to the Corporations preparation and fair presentation of the

consolidated financial statements in order to design audit procedures that are appropriate in the circumstances but not for

the purpose of expressing an opinion on the effectiveness of the Corporations internal control Accordingly we express no

such opinion An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of

significant accounting estimates made by management as well as evaluating the overall presentation of the consolidated

financial statements

We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion

Opinion In our opinion the consolidated financial statements referred to above present fairly in all material respects the financial position of NI Bancshares Corporation as of December 3 1 2014 and 2013 and the results of its operations and cash flows

for the years ended December 3 1 2014 2013 and 2012 in accordance with accounting principles generally accepted in the United States of America

Decatur Illinois February 27 2015

PRESID ENT I CEO Michael A Cullen

BUSI NESS BANKING Charles C Kaiser Senior Vice President - Business Banking

Michael A Hawley Senior Vice President - Senior Commercial Loan Officer

Grant M Goltz Vice President - Commercial Loan Officer

Lucas G Goucher Vice President - Commercial Loan Officer

Nicholas D Lee Vlce President - Commercial Loan Officer

Robert W Mason Vice President - Commercial Loan Officer

Timothy J Meyer Vice President - Commercial Loan Officer

Sheela Prahlad Vice President - Commercial Loan Officer

CREDIT D EPARTMENT

Karen A Kuppler Senior Vice President - Chief Credit Officer

Gerald W Brantner Vice President - Senior Collector

CONSUM ER BANKING RESIDENTIAL LENDING ORIGINATION

Mark R ODell Vice President - Senior Retail Loan Officer

CONS U M ER BANKING Bradley V Brown Senior Vice President - Consumer Banking (Security Officer)

Terrence M Duffy Senior Vice President - Consumer Banking Division Manager

Ishmael M McGhee Vice President - Consumer Banking Division Manager

Frank P Turza Vice President - Consumer Banking Division Manager

Directory of NBamp T

TRUST D EPARTMENT R David Van Buren Senior Vice President - Trust amp Investments

Stephen J Colianni Vice President -Trust Investment Officer

Stephen G Corcoran Vice President - Employee Benefits Manager

Karen J Daleo Vice President - Trust Tax Manager amp Assistant Secretary

James J Dombek Vice President - Personal Trust Manager amp Secretary

Kathryn J Johnson Vice President -Trust Administrator

Thomas M Sullivan Vice President - Trust Administrator

Carolyn S Swafford Vice President - Trust Administrator

FAR M SERVIC E DEPARTM ENT Scott R Pumroy Vice President - Farm Service Department Manager

OPERATIONS D EPARTMENT

Michelle R Carlson Vice President - Operations

Hien Van Do Vice President - Core Banking Systems Administrator

ACCOUNTING DEPARTM ENT David N McCoy Senior Vice President - Chief Financial Officer

BRAND amp MARKETING Tami J Armstrong Vice President - Brand amp Marketing

H U MAN RESOU RCES Samantha J Dailey Vice President - Human Resources

AUDITING DEPARTMENT Sarah M Taylor Vice President - Internal Audit

EXHIBIT 2A

NI BANCSHARES CORPORATIONS ORGANIZATIONAL CHART

NI BANCSHARES CORPORATIO N

230 W STATE ST SYCAMORE IL 601 78

State of Incorporation = Delaware

1 00

THE NATIONAL BAN K amp TRUST COMPANY OF SYCAMORE

230 W STATE ST SYCAMOR_E IL 601 78

hsults A list of branches for your depostorv nstftution NATIONAL BANK amp TRUST COMPANY OF SYCAMOftE THE (ID_RSSO 534345)

This depository fnstltutlon fs held by NI BANCSHARES CORPORATION (1827893) of SYCAMORE IL

The data are as of 12312014 Data reflects Information that was received and procMsed through 01072JJ1S

Reconciliation and YerfCtton Steps

1 In the Data Action column of each brmch row enter one or more of the actions specifild hilow 2 If required enter the date In the Effective te column

Actions

OK If the branch Information Is COfTect enter OK in the Data Action column

Chan1e If the branch Information Is incorrlCt or Incomplete revrse the data enter Change In the Data Action column and the date when this lnformaUon first beame valid Jn the Etfedive Oatbull column

Cose If a branch llsted was sold or closed enter dose In the Data Action column and thl ule or closure date In the Effective Date column Delete If a branch listed was never owned by th(s depository Institution enter Delltl In thl Oatbull Action column

Add lfa reportable branch Is missing Insert a row add the branch data and enter Add in thl Data Action column and the opening or acquisition date In the Effective Date laquo)lumn

If printing this lrst you may need to adjust your page setup in MS Excel Try uslng landscape orientation p1ae scaling andor liegal sl1ed pa pier

Submission Procedure

When you a finiihed send a savied copy to your FRB contact See the det1iled lmtructions on this site for more Information

If vou are ie-malllng this to your FRB contAct put your Institution name dtyand state In thie subjtct line of the e-mail

Note To satisfy the FR YmiddotlO portln1 rirements you must also submit FR Ymiddot10 Oomes-tic Branch Schedules for each bninch with a Ot Attlon of nae Close Deletl or Add

The FR fmiddotlO rieport may be submitted in a hardcopy format or via the FR Y-10 Online application middot httpsylOonlinefederalreservegov

bull FDIC UNINUM Office Number and ID_RSSD columns are for reference only Verification of these values Is not required

- Effecdw Ote Branch Service Type Bnnch ID Rssobull Popular Name Street Address City NATIONAL BANK amp TRUST COMPANY Of

OK Fun servlCI (Head Offitt) 53045 SYCAMORE THE 230 WEST STATE STREET SYCAMORE

OK Full Service 3310232 2290 SYCAMORE ROAD OfFICE 2290 SYCAMORE ROAD DEKALB

OK Full lce 3735255 BANCO NBampT BRANCH 1029 PLEASANT STREET DEKALB

OK Fullservice 354132 NSampT SQUARE BRANCH 130 WEST LINCOLN HIGHWAY DEKAlB

OK Full Service 3735246 ELBURN BRANCH 930 NORTH MAJN STREET ELBURN

OK Full Service 3310241 GENOA BRANCH 601 PEARSON DRIVE GfNOA

OK Full service 2192507 200 NORTH MAIN STREET OfFICE 200 NORTH MAIN STREET UtANO

OK full Service 4394873 SANDWlCH BRANCH 321 E OIURCH STREET SANDWlCH

OK Fullice 2D8577S SERENA BRANCH US HIGHWAY 52 SOMONAUK ROAD SERENA

OK Full Service 2431457 1425 DEKAl8 AVENUE BRANCH 1425 DEKALB AVENUE SYCAMORE

St1te

IL

IL

IL

IL

IL

IL

IL

IL

IL

IL

Zip Code Countv

60178 DEKALB

60US DEKALB

60115 DEKALB

60U5 DEKALB

60119 KANE

60135 DEKALB

60531 IASAllE

60548 DEKALB

60549 LA SAUE

60178 DEKALB

Country FDIC UNINUMbull Office Numberbull Hbullad Office Head Office ID_RSSD Comments

NATIONAL BANK amp TRUST COMPANY Of

UNITED STATES 6414 0 SYCAMORE THE 534345 NATIONAL BANK amp TRUST COMPANY OF

UNITED STATES 221714 2 SYCAMORE THE 534345 NATIONAL BANK amp TRUST COMPANY Of

UNITpound0 STATES 475977 9 SYCAMORE THE 534345

NATIONAL BANK amp TRUST COMPANY OF

UNITED STATES 10484 5 SYCAMORE THE 534345 NATIONAL BANK amp TRUST COMPANY OF

UNITED SfATES 475976 8 SYCAMORE THE 534345

NATIONAL BANK amp TRUST COMPANY OF

UNITED STATES 424666 4 SYCAMORE THE 534345 NATIONAL BANK amp TRUST COMPANY OF

UNITED STATES 237859 7 SYCAMOftE THE 534345 NATIONAL BANK amp TRUST COMPANY Of

UNITED STAttS 530108 10 SYCAMORE THE 534345 NATIONAL BANK amp TRUST COMPANY Of

UNITED STATES 2318S8 6 SYCAMORE THE 534345 NATIONAL BANK amp TRUST COMPANY OF

UN ITED STATES 264332 1 SYCAMORE THE 534345

Re ort Item 3 Securities Holders

FR Y-6

NI Bancshares Corporation

Sycamore IL

Fiscal Year Ending December 3 1 201 4

Current Securities Holders with ownership control or holdings of 5 or more with power to vote as-of fiscal year end

Securities Holders not listed in 3(1 )(a) through (3)(1 )(c) that had

ownership control or holdings of 5 or more with power to vote

during the fiscal year

(1 )(a)

Name amp Address (City

State Country)

James W Dutton

Tulsa OK USA

Jane Danielson

Freeport ME USA

Anne Pick

St Paul MN USA

(1 )(b)

Country of

Citizenship or

Incorporation

USA

USA

USA

(1 )(c) Number and

Percentage of Each

Class of Voting

Securities

62324 shares 594

84563 shares 806

88480 shares 843

(2)(a) (2)(b)

Country of

Name amp Address Citizenship or

(City State Country) Incorporation

(2)(c) Number and

Percentage of Each

Class of Voting

Securities

FA Y--6

NI Bancshares Corporation Sycamore ll

Ascal Year Ending December 311 2014

(1) (2) (3)(bull) (3)(b) (3)(o) (4)(bull) (4)(b) (4)(o) Percentage of List names of other companies

Percentage of Voting Securities Includeamp partnerships) If 25 or more Voting Securities ln Subsidiaries of voting securftles are held (list

Names amp Address Principal Occupation II other than Title amp Position with Title amp Position with Subsidiaries Title amp Position with Other Businesses Jn Holding (Include names names ol companies and percentage of

(City State Country) with Holding Company Holding Company (Include names of subsidiaries) (Include names ol other businesses) Company of subsidiaries) voting securltles held)

Michael A Cullen NIA Director President amp CEO Director President amp CEO NIA 018 None NIA Sycamore IL USA The National Bank amp Trust

Company of Sycamore

Richard N Anderson President - Anderson Director Director President 159 None Anderson Funeral Home Ltd (100) DeKalb JL USA Funeral Home Ltd The Natrona[ Bank amp Trust Anderson Funeral Home Ltd

Company of Sycamore

John H Boles NIA Director Retired Trust Officer NIA 149 None NIA Sycamore IL USA The National Bank amp Trust

Company of Sycamore

Evelina J Cichy Retired Vice President of Instruction Director Director NA 015 None NIA DeKalb IL USA Klshwaukee College The Natrona Bank amp Trust

Company of Sycamore

James W Dutton CFO Macrosolva lnc Chairman of the Board Chairman of the Board CFO Macrosolve lnc 594 None NIA Tulsa OK USA The Natonal Bank amp Trust

Company of Sycamore

Robert B Johnson Partner - Johnson Farms Director Director Partner 063 None Johnson Farms (40) DeKalb IL USA The National Bank amp Trust Johnson Farms

Company of Sycamore

Robert C Johnson NIA Director Director NIA 034 None NIA DeKalb IL USA The National Bank amp Trust

Company of Sycamore

Kevin P Poorten President amp CEO - Kish Health Syse Director Director NA 005 None NIA DeKalb IL USA The National Bank amp Trust

Company of Sycamore

Douglas C Roberts Private Investor Director Director PresidentmiddotZea mays Holdings LLC 382 None Zea mays Holdngs LLC (100) Sycamore IL USA The National Bank amp Trust

Company of Sycamore

Tmothy P Suter President amp CEO - Suter Company Director Director NA 002 None NIA Sycamore IL USA The Natlonal Bank amp Trust

Company of Sycamore

Report lem 4 Insiders -PAGE 2 of 2

Tami Armstrong NIA NIA VP Brand amp Marketng NIA 0005 None NIA Sycamore IL USA The Natonal Bank amp Trust

Company of Sycamore

Bradley V Brown NIA NIA SVP Consumer Banking NIA 0004 None NIA DeKalb IL USA The Natlonal Bank amp Trust

Company of Sy9amore

Michelle Carlson NIA NIA VP Operallons NIA 0004 None NIA SuQar Grove IL USA The National Bank amp Trust

Company of Sycamore

Sa_111antha J Dalley NIA NIA VP Human Resources NIA 0003 None NIA Sycamore IL USA The National Bank amp Trust

Company of Sycamore

James Dombek NIA NIA VP Personal Trust Manager NIA 0002 None NIA Sycamore IL USA The National Bank amp Trust

Company of Sycamore

Michael Hawley Geneva IL USA NIA NIA Sr VP Sr Commercial Loan Officer NIA 0005 None NIA

The Natfonal Bank amp Trust Company of Sycamore

Charles C Kaiser NIA NIA Sr VP Senior Lending Officer NIA 0007 None NIA Sycamore IL USA The National Bank amp Trust

Company of Sycamore

Karen Kupper NIA NIA SVP Chief Credit Offcer NIA 0003 None NIA Hinkley IL USA The Natonal Bank amp Trust

Company of Sycamore

Davld N McCoy NIA Treasurer SVP Chief Flnanclitl Officer NIA 0006 None NIA South Elgin IL USA The Natlonal Bank amp Trust

Company of Sycamore

Mark ODell NIA NIA VP Sr Residentlal loan Officer NIA 0000 None NIA Aurora IL USA The National Bank amp Trust

Company of Sycamore

A David VanBuren NIA NIA SVP Trust amp Investments NIA 0005 None NIA Sycamore IL USA The National Bank amp Trust

Company of Sycamore

  • FR Y-6 Cover Page
  • Report Item 1 Annual Report to Shareholders
  • Report Item 2a Organization Chart
  • Report Item 2b Domestic Branch Listing
  • Report Item 3 Securities Holders
  • Report Item 4 Insiders
Page 34: Annual Report of Holding Companies-FR Y-6/media/others/banking/...consistent and deliberate in implementing our strategic initiatives. In addition to our loan growth, our trust assets

Notes to Consolidated Financial Statements

XIV Fair Val u e Measurements

ASC Topic 820 Fair Value Measurements defines fair value as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market parshyticipants at the measurement date Topic 820 also specifies a fair value hierarchy which requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value The standard describes three levels of inputs that may be used to measure fair value

Level i Quoted prices in active markets for identical assets Level 2 Observable inputs other than Level i prices such

as quoted prices for similar assets quoted prices in markets that are not active or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities

Level 3 Unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets

Following is a description of the valuation methodologies and inputs used for assets and liabilities measured at fair value on a recurring basis and recognized in the accompanying balance sheets as well as the general classification of such assets and liabilities pursuant to the valuation hierarchy

Securities Available for Sale

Securities classified as available for sale are reported at fairvalue utilizing Level 2 inputs Except for equity securities unadjusted quoted prices in active markets for identical assets are utilized to determine fair value at the measurement date which are conshysidered Level i inputs For all other securities the Corporation obtains fair value measurements from an independent pricing sershyvice The fair value measurements consider observable data that may include dealer quotes market spreads cash flows the US Treasuryyield curve live trading levels trade execution data market consensus prepayment speeds credit information and the bonds terms and conditions among other things

Certain financial assets and financial liabilities are measured at fair value on a nonrecurring basis that is the instruments are not measured at fair value on an ongoing basis but are subject to fair value adjustments in certain circumstances (for example when there is evidence of impairment) At December 3i 20i 3 other real estate owned measured at fair value was $7 5 million using a combination of observable inputs including recent appraisshyals and unobservable inputs based on customized discounting criteria Due to the significance of the unobservable inputs all other real estate owned fair values have been classified as Level 3 Rnancial assets and financial liabilities excluding impaired Joans measured at fair value on a nonrecurring basis were not significant at December 31 201 4 and 2013

The following tables summarize financial assets measured at fair value at December 31 segregated by the level of the valuation inputs within the fair value hierarchy utilized to measure fair value (Dollars in thousands)

Level 1 Level 2 Level 3 Total 20 1 4 Inputs Inputs Inputs Fair Value Recurring

$ Equity securities $ 456 $ $ 456 Securities available for sale $ $ i 27768 $ $ 1 27768

Nonrecurring $ Impaired Joans $ $ 1 069 $ 1 069

other real estate owned $ $ $ 3375 $ 3375

201 3 Recurring

$ $ Equity securities $ 2405 $ 2405 Securities available for sale $ $ i 4706i $ $ 1 4706i

Nonrecurring $ Impaired loans $ $ 91 6 $ 9 1 6

Other real estate owned $ $ $ 832 $ 832

Notes to Consolidated Financial Statements

XI Fair Value of Financial Instruments

The canying amount and fair value of the Corporations other financial instruments at December 31 are set forth below (Dollars in thousands)

Financial assets Cash and cash equivalents Restricted stock -Loans held for sale Loans net Accrued interest receivable

Financial liabilities Deposits Other borrowings Accrued interest payable

Commitments to orginate loans

Letters of credit

Lines of credit

Forward sale commitments

Carrying Amount

$ 2671 5 1 647 2432

405059 3369

$ 548940 3600

52

2014 201 3

Fair Value Carrying Amount

$ 2671 5 $ 36838 1 647 1 494 2432 5902

405027 377172 3369 2820

$ 51 3334 $ 549645 3600 4800

52 66

Fair Value

$ 36838 1 494 5902

377166 2820

$ 502487 4800

66

Notes to Consolidated Financial Statements

XV Fair Val u e of Financial Instrum ents cont

Nonrecurring Measurements Following is a description of the valuation methodologies and inputs used for assets measured at fair value on a nonrecurring basis and recognized in the accompanying balance sheets as well as the general classification of such assets pursuant to the valuation hierarchy For assets classified within Level 3 of the fair value hierarchy the process used to develop the reported fair value is described below

Other Real Estate Owned Other real estate owned (OREO) is carried at fair value Jess estimated cost to sell when the real estate is acquired Estimated fair value of OREO is based on appraisals or evaluations OREO is classified within Level 3 of the fair value hierarchy

Appraisals of OREO are obtained when the real estate is acquired and subsequently as deemed necessary by the Banks manageshyment Appraisals are reviewed for accuracy and consistency by the Bank Appraisers are selected from the list of approved appraisers maintained by management

Collateral-dependent Impaired Loans Net of ALLL The estimated fair value of collateral-dependent impaired Joans is based on the appraised fair value of the collateral Jess estimated cost to sell Collateral-dependent impaired Joans are classified within Level 3 of the fair value hierarchy

The Bank considers the appraisal or evaluation as the starting point for determining fair value and then considers other factors and events in the environment that may affect the fair value Appraisals of the collateral underlying collateral-dependent Joans are obtained when the loan is determined to be collateral-dependent and subsequently as deemed necessary by the Banks management Appraisals are reviewed for accuracy and consistency by the Bank Appraisers are selected from the list of approved appraisers mainshytained by management The appraised values are reduced by discounts to consider lack of marketability and estimated cost to sell if repayment or satisfaction of the Joan is dependent on the sale of the collateral These discounts and estimates are developed by the credit department by comparison to historical results

Notes to Consolidated Financial Statements

XV Fair Val ue of Financial Instruments cont

Unobservable (Level 3) Inputs The following table presents quantitahve information about unobservable inputs used in recurring and nonrecurring Level s fair value measurements other than goodwill (Dollars in thousands)

Other real estate owned

middot Collateral-dependent impaired loans

Other real estate owned

Collateral-dependent impaired loans

Fair Value at 123 114

$ 3375

$ 1 069

Fair Value at 123113

$ 832

$ 91 6

Sensitivity of Significant U nobservable Inputs The following is a discussion of the sensitivity of significant unobshyservable inputs the interrelationships between those inputs and other unobservable inputs used in recurring fair value measureshyment and of how those inputs might magnify or mitigate the effect of changes in the unobservable inputs on the fair value measurement

The following follows the Fair value table The following methods were used to estimate the fair value of all other financial instruments recognized in the accompanying balshyance sheet at amounts other than fair value

Cash and Cash Equivalents The carrying amount approximates fair value

Loans Held For Sale The carrying amount approximates fair value due to the insigshynificant time between origination and date of sale The carrying amount is the amount funded and accrued interest

Loans

Fair value is estimated by discounting the future cash flows using the market rates at which similar notes would be made to borshyrowers with similar credit ratings and for the same remaining maturities The market rates used are based on current rates the Bank would impose for similar loans and reflect a market parshyticipant assumption about risks associated with nonperformance illiquidity and the structure and term of the loans along with local economic and market conditions

Restricted Stock Fair value is estimated at book value due to restrictions that limit the sale or transfer of such securities

Valuation Unobservable Range Technique Inputs (Weighted

Market comparable Comparability Average)

properties adjustments () Not available

Market comparable Marketability properties discount 1 0 - 1 5 (1 2)

Valuation U nobservable Range Technique Inputs (Weighted

Market comparable Comparability Average)

properties adjustments () Not available

Market comparable Marketability properties discount 1 0 - 1 5 (1 2)

Accrued Interest Receivable and Payable

The carrying amount approximates fair value The carrying amount is determined using the interest rate balance and last payment date

Deposits and Other Borrowings Fair value of term deposits is estimated by discounting the future cash flows using rates of similar deposits with similar maturities The market rates used were obtained from a knowledgeable independent third party and reviewed by the Corporation The rates were the average of current rates offered by local competishytors of the bank subsidiaries

The estimated fair value of demand NOW savings money marshyket deposits and other borrowings is the book value since rates are regularly adjusted to market rates and amounts are payable on demand at the reporting date

Commitments to Originate Loans Forward Sale Commitments Letters of Credit and Lines of Credit The fair value of commitments to originate loans is estimated using the fees currently charged to enter into similar agreements taking into account the remaining terms of the agreements and the present creditworthiness of the counterparties For fixedshyrate loan commitments fair value also considers the difference between current levels of interest rates and the committed rates

The fair value of commitments to sell securities is estimated based on current market prices for securities of similar terms and credit quality

The fair values of letters of credit and lines of credit are based on fees currently charged for similar agreements or on the estimated cost to terminate or otherwise settle the obligations with the counterparties at the reporting date

Notes to Consolidated Financial Statements

XVI Accumul ated Comprehensive Income (Loss)

The components of accumulated other comprehensive income loss) included in stockholders equity are as follows (Dollars in thousands)

Net unrealized gains (Joss) on available for sale securities Tax effect Net-of-tax amount

20 1 4

$ 766 (260)

$ 506

2013

$ (871) 296

$ (575)

Amounts reclassified from accumulated other comprehensive income and the affected line items in the statements of income during the years ended December 31 were as follows

Affected line item in 20 1 4 2013 2012 the statements of

income

Net realized gains of Unrealized gains on securities available for sale $ 368 $ 434 $ 2084 sales of available for-sale

securities

Tax effect (1 26) (i 48) (709) Income taxes Total reclassification out of accumulated other comprehensive income $ 242 $ 286 $ 1 375 Net reclassified

amount

XVII Goodwill and Acquired Intangible Assets

The Corporations goodwill and intangible assets are as follows There was no Impairment of goodwill or intangible assets in 2014 or 2013 (Dollars in thousands)

20 1 4 2013

Goodwill $ 3265 $ 3265 Core deposit intangibles $ 1 805 $ 1 805 Non-compete agreement 375 375 Intangible assets 21 80 2 180 Less accumulated amortization 2 180 2090

Total intangible assets $ $ 90

Aggregate amortization expense for years ended December 31 2014 201 3 and 201 2 was $90 $181 and $1 80 thousand respectively

XVI II Subsequent Events

Management evaluated subsequent events through February 27 201 5 the date the consolidated financial statements were available to be issued Events or transactions occurring after December 31 2014 but prior to February 27 2015 that provided additional evidence about conditions that existed at December 31 2014 have been recognized in the consolidated financial statements for the year ended December 31 2014 Events or transactions that provided evidence about conditions that did not exist at December 31 201 4 but arose before the consolidated financial statements were available to be issued have not been recognized in the consolidated financial statements for the year ended December 31 2014

This information is an Integral part of the accompanying consolidated financial statements

Independent Auditors Report

CPAs amp Advisors

Board of Directors

NI Bancshares Corporation

Sycamore Illinois

We have audited the accompanying consolidated financial statements of NI Bancshares Corporation which comprise

the consolidated balance sheets as of December 3 1 2014 and 2013 and the related consolidated statements of income

comprehensive income (loss) stockholders equity and cash flows for the years ended December 3 1 2014 2013 and 2012 and the related notes to the consolidated financial statements

Managements Responsibility for the Financial Statements

Management is responsible for the preparation and fair presentation of these consolidated financial statements in accordance

with accounting principles generally accepted in the United States of America this includes the design implementation and

maintenance of internal control relevant to the preparation and fair presentation of consolidated financial statements that are

free from material misstatement whether due to fraud or error

Auditors Responsibility

Our responsibility is to express an opinion on these consolidated financial statements based on our audits We conducted our

audits in accordance with auditing standards generally accepted in the United States of America Those standards require that

we plan and perform the audit to obtain reasonable assurance about whether the consolidated financial statements are free from material misstatement

An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the consolidated

financial statements The procedures selected depend on the auditors judgment including the assessment of the risks of material misstatement of the consolidated financial statements whether due to fraud or error In making those risk

assessments the auditor considers internal control relevant to the Corporations preparation and fair presentation of the

consolidated financial statements in order to design audit procedures that are appropriate in the circumstances but not for

the purpose of expressing an opinion on the effectiveness of the Corporations internal control Accordingly we express no

such opinion An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of

significant accounting estimates made by management as well as evaluating the overall presentation of the consolidated

financial statements

We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion

Opinion In our opinion the consolidated financial statements referred to above present fairly in all material respects the financial position of NI Bancshares Corporation as of December 3 1 2014 and 2013 and the results of its operations and cash flows

for the years ended December 3 1 2014 2013 and 2012 in accordance with accounting principles generally accepted in the United States of America

Decatur Illinois February 27 2015

PRESID ENT I CEO Michael A Cullen

BUSI NESS BANKING Charles C Kaiser Senior Vice President - Business Banking

Michael A Hawley Senior Vice President - Senior Commercial Loan Officer

Grant M Goltz Vice President - Commercial Loan Officer

Lucas G Goucher Vice President - Commercial Loan Officer

Nicholas D Lee Vlce President - Commercial Loan Officer

Robert W Mason Vice President - Commercial Loan Officer

Timothy J Meyer Vice President - Commercial Loan Officer

Sheela Prahlad Vice President - Commercial Loan Officer

CREDIT D EPARTMENT

Karen A Kuppler Senior Vice President - Chief Credit Officer

Gerald W Brantner Vice President - Senior Collector

CONSUM ER BANKING RESIDENTIAL LENDING ORIGINATION

Mark R ODell Vice President - Senior Retail Loan Officer

CONS U M ER BANKING Bradley V Brown Senior Vice President - Consumer Banking (Security Officer)

Terrence M Duffy Senior Vice President - Consumer Banking Division Manager

Ishmael M McGhee Vice President - Consumer Banking Division Manager

Frank P Turza Vice President - Consumer Banking Division Manager

Directory of NBamp T

TRUST D EPARTMENT R David Van Buren Senior Vice President - Trust amp Investments

Stephen J Colianni Vice President -Trust Investment Officer

Stephen G Corcoran Vice President - Employee Benefits Manager

Karen J Daleo Vice President - Trust Tax Manager amp Assistant Secretary

James J Dombek Vice President - Personal Trust Manager amp Secretary

Kathryn J Johnson Vice President -Trust Administrator

Thomas M Sullivan Vice President - Trust Administrator

Carolyn S Swafford Vice President - Trust Administrator

FAR M SERVIC E DEPARTM ENT Scott R Pumroy Vice President - Farm Service Department Manager

OPERATIONS D EPARTMENT

Michelle R Carlson Vice President - Operations

Hien Van Do Vice President - Core Banking Systems Administrator

ACCOUNTING DEPARTM ENT David N McCoy Senior Vice President - Chief Financial Officer

BRAND amp MARKETING Tami J Armstrong Vice President - Brand amp Marketing

H U MAN RESOU RCES Samantha J Dailey Vice President - Human Resources

AUDITING DEPARTMENT Sarah M Taylor Vice President - Internal Audit

EXHIBIT 2A

NI BANCSHARES CORPORATIONS ORGANIZATIONAL CHART

NI BANCSHARES CORPORATIO N

230 W STATE ST SYCAMORE IL 601 78

State of Incorporation = Delaware

1 00

THE NATIONAL BAN K amp TRUST COMPANY OF SYCAMORE

230 W STATE ST SYCAMOR_E IL 601 78

hsults A list of branches for your depostorv nstftution NATIONAL BANK amp TRUST COMPANY OF SYCAMOftE THE (ID_RSSO 534345)

This depository fnstltutlon fs held by NI BANCSHARES CORPORATION (1827893) of SYCAMORE IL

The data are as of 12312014 Data reflects Information that was received and procMsed through 01072JJ1S

Reconciliation and YerfCtton Steps

1 In the Data Action column of each brmch row enter one or more of the actions specifild hilow 2 If required enter the date In the Effective te column

Actions

OK If the branch Information Is COfTect enter OK in the Data Action column

Chan1e If the branch Information Is incorrlCt or Incomplete revrse the data enter Change In the Data Action column and the date when this lnformaUon first beame valid Jn the Etfedive Oatbull column

Cose If a branch llsted was sold or closed enter dose In the Data Action column and thl ule or closure date In the Effective Date column Delete If a branch listed was never owned by th(s depository Institution enter Delltl In thl Oatbull Action column

Add lfa reportable branch Is missing Insert a row add the branch data and enter Add in thl Data Action column and the opening or acquisition date In the Effective Date laquo)lumn

If printing this lrst you may need to adjust your page setup in MS Excel Try uslng landscape orientation p1ae scaling andor liegal sl1ed pa pier

Submission Procedure

When you a finiihed send a savied copy to your FRB contact See the det1iled lmtructions on this site for more Information

If vou are ie-malllng this to your FRB contAct put your Institution name dtyand state In thie subjtct line of the e-mail

Note To satisfy the FR YmiddotlO portln1 rirements you must also submit FR Ymiddot10 Oomes-tic Branch Schedules for each bninch with a Ot Attlon of nae Close Deletl or Add

The FR fmiddotlO rieport may be submitted in a hardcopy format or via the FR Y-10 Online application middot httpsylOonlinefederalreservegov

bull FDIC UNINUM Office Number and ID_RSSD columns are for reference only Verification of these values Is not required

- Effecdw Ote Branch Service Type Bnnch ID Rssobull Popular Name Street Address City NATIONAL BANK amp TRUST COMPANY Of

OK Fun servlCI (Head Offitt) 53045 SYCAMORE THE 230 WEST STATE STREET SYCAMORE

OK Full Service 3310232 2290 SYCAMORE ROAD OfFICE 2290 SYCAMORE ROAD DEKALB

OK Full lce 3735255 BANCO NBampT BRANCH 1029 PLEASANT STREET DEKALB

OK Fullservice 354132 NSampT SQUARE BRANCH 130 WEST LINCOLN HIGHWAY DEKAlB

OK Full Service 3735246 ELBURN BRANCH 930 NORTH MAJN STREET ELBURN

OK Full Service 3310241 GENOA BRANCH 601 PEARSON DRIVE GfNOA

OK Full service 2192507 200 NORTH MAIN STREET OfFICE 200 NORTH MAIN STREET UtANO

OK full Service 4394873 SANDWlCH BRANCH 321 E OIURCH STREET SANDWlCH

OK Fullice 2D8577S SERENA BRANCH US HIGHWAY 52 SOMONAUK ROAD SERENA

OK Full Service 2431457 1425 DEKAl8 AVENUE BRANCH 1425 DEKALB AVENUE SYCAMORE

St1te

IL

IL

IL

IL

IL

IL

IL

IL

IL

IL

Zip Code Countv

60178 DEKALB

60US DEKALB

60115 DEKALB

60U5 DEKALB

60119 KANE

60135 DEKALB

60531 IASAllE

60548 DEKALB

60549 LA SAUE

60178 DEKALB

Country FDIC UNINUMbull Office Numberbull Hbullad Office Head Office ID_RSSD Comments

NATIONAL BANK amp TRUST COMPANY Of

UNITED STATES 6414 0 SYCAMORE THE 534345 NATIONAL BANK amp TRUST COMPANY OF

UNITED STATES 221714 2 SYCAMORE THE 534345 NATIONAL BANK amp TRUST COMPANY Of

UNITpound0 STATES 475977 9 SYCAMORE THE 534345

NATIONAL BANK amp TRUST COMPANY OF

UNITED STATES 10484 5 SYCAMORE THE 534345 NATIONAL BANK amp TRUST COMPANY OF

UNITED SfATES 475976 8 SYCAMORE THE 534345

NATIONAL BANK amp TRUST COMPANY OF

UNITED STATES 424666 4 SYCAMORE THE 534345 NATIONAL BANK amp TRUST COMPANY OF

UNITED STATES 237859 7 SYCAMOftE THE 534345 NATIONAL BANK amp TRUST COMPANY Of

UNITED STAttS 530108 10 SYCAMORE THE 534345 NATIONAL BANK amp TRUST COMPANY Of

UNITED STATES 2318S8 6 SYCAMORE THE 534345 NATIONAL BANK amp TRUST COMPANY OF

UN ITED STATES 264332 1 SYCAMORE THE 534345

Re ort Item 3 Securities Holders

FR Y-6

NI Bancshares Corporation

Sycamore IL

Fiscal Year Ending December 3 1 201 4

Current Securities Holders with ownership control or holdings of 5 or more with power to vote as-of fiscal year end

Securities Holders not listed in 3(1 )(a) through (3)(1 )(c) that had

ownership control or holdings of 5 or more with power to vote

during the fiscal year

(1 )(a)

Name amp Address (City

State Country)

James W Dutton

Tulsa OK USA

Jane Danielson

Freeport ME USA

Anne Pick

St Paul MN USA

(1 )(b)

Country of

Citizenship or

Incorporation

USA

USA

USA

(1 )(c) Number and

Percentage of Each

Class of Voting

Securities

62324 shares 594

84563 shares 806

88480 shares 843

(2)(a) (2)(b)

Country of

Name amp Address Citizenship or

(City State Country) Incorporation

(2)(c) Number and

Percentage of Each

Class of Voting

Securities

FA Y--6

NI Bancshares Corporation Sycamore ll

Ascal Year Ending December 311 2014

(1) (2) (3)(bull) (3)(b) (3)(o) (4)(bull) (4)(b) (4)(o) Percentage of List names of other companies

Percentage of Voting Securities Includeamp partnerships) If 25 or more Voting Securities ln Subsidiaries of voting securftles are held (list

Names amp Address Principal Occupation II other than Title amp Position with Title amp Position with Subsidiaries Title amp Position with Other Businesses Jn Holding (Include names names ol companies and percentage of

(City State Country) with Holding Company Holding Company (Include names of subsidiaries) (Include names ol other businesses) Company of subsidiaries) voting securltles held)

Michael A Cullen NIA Director President amp CEO Director President amp CEO NIA 018 None NIA Sycamore IL USA The National Bank amp Trust

Company of Sycamore

Richard N Anderson President - Anderson Director Director President 159 None Anderson Funeral Home Ltd (100) DeKalb JL USA Funeral Home Ltd The Natrona[ Bank amp Trust Anderson Funeral Home Ltd

Company of Sycamore

John H Boles NIA Director Retired Trust Officer NIA 149 None NIA Sycamore IL USA The National Bank amp Trust

Company of Sycamore

Evelina J Cichy Retired Vice President of Instruction Director Director NA 015 None NIA DeKalb IL USA Klshwaukee College The Natrona Bank amp Trust

Company of Sycamore

James W Dutton CFO Macrosolva lnc Chairman of the Board Chairman of the Board CFO Macrosolve lnc 594 None NIA Tulsa OK USA The Natonal Bank amp Trust

Company of Sycamore

Robert B Johnson Partner - Johnson Farms Director Director Partner 063 None Johnson Farms (40) DeKalb IL USA The National Bank amp Trust Johnson Farms

Company of Sycamore

Robert C Johnson NIA Director Director NIA 034 None NIA DeKalb IL USA The National Bank amp Trust

Company of Sycamore

Kevin P Poorten President amp CEO - Kish Health Syse Director Director NA 005 None NIA DeKalb IL USA The National Bank amp Trust

Company of Sycamore

Douglas C Roberts Private Investor Director Director PresidentmiddotZea mays Holdings LLC 382 None Zea mays Holdngs LLC (100) Sycamore IL USA The National Bank amp Trust

Company of Sycamore

Tmothy P Suter President amp CEO - Suter Company Director Director NA 002 None NIA Sycamore IL USA The Natlonal Bank amp Trust

Company of Sycamore

Report lem 4 Insiders -PAGE 2 of 2

Tami Armstrong NIA NIA VP Brand amp Marketng NIA 0005 None NIA Sycamore IL USA The Natonal Bank amp Trust

Company of Sycamore

Bradley V Brown NIA NIA SVP Consumer Banking NIA 0004 None NIA DeKalb IL USA The Natlonal Bank amp Trust

Company of Sy9amore

Michelle Carlson NIA NIA VP Operallons NIA 0004 None NIA SuQar Grove IL USA The National Bank amp Trust

Company of Sycamore

Sa_111antha J Dalley NIA NIA VP Human Resources NIA 0003 None NIA Sycamore IL USA The National Bank amp Trust

Company of Sycamore

James Dombek NIA NIA VP Personal Trust Manager NIA 0002 None NIA Sycamore IL USA The National Bank amp Trust

Company of Sycamore

Michael Hawley Geneva IL USA NIA NIA Sr VP Sr Commercial Loan Officer NIA 0005 None NIA

The Natfonal Bank amp Trust Company of Sycamore

Charles C Kaiser NIA NIA Sr VP Senior Lending Officer NIA 0007 None NIA Sycamore IL USA The National Bank amp Trust

Company of Sycamore

Karen Kupper NIA NIA SVP Chief Credit Offcer NIA 0003 None NIA Hinkley IL USA The Natonal Bank amp Trust

Company of Sycamore

Davld N McCoy NIA Treasurer SVP Chief Flnanclitl Officer NIA 0006 None NIA South Elgin IL USA The Natlonal Bank amp Trust

Company of Sycamore

Mark ODell NIA NIA VP Sr Residentlal loan Officer NIA 0000 None NIA Aurora IL USA The National Bank amp Trust

Company of Sycamore

A David VanBuren NIA NIA SVP Trust amp Investments NIA 0005 None NIA Sycamore IL USA The National Bank amp Trust

Company of Sycamore

  • FR Y-6 Cover Page
  • Report Item 1 Annual Report to Shareholders
  • Report Item 2a Organization Chart
  • Report Item 2b Domestic Branch Listing
  • Report Item 3 Securities Holders
  • Report Item 4 Insiders
Page 35: Annual Report of Holding Companies-FR Y-6/media/others/banking/...consistent and deliberate in implementing our strategic initiatives. In addition to our loan growth, our trust assets

Notes to Consolidated Financial Statements

XI Fair Value of Financial Instruments

The canying amount and fair value of the Corporations other financial instruments at December 31 are set forth below (Dollars in thousands)

Financial assets Cash and cash equivalents Restricted stock -Loans held for sale Loans net Accrued interest receivable

Financial liabilities Deposits Other borrowings Accrued interest payable

Commitments to orginate loans

Letters of credit

Lines of credit

Forward sale commitments

Carrying Amount

$ 2671 5 1 647 2432

405059 3369

$ 548940 3600

52

2014 201 3

Fair Value Carrying Amount

$ 2671 5 $ 36838 1 647 1 494 2432 5902

405027 377172 3369 2820

$ 51 3334 $ 549645 3600 4800

52 66

Fair Value

$ 36838 1 494 5902

377166 2820

$ 502487 4800

66

Notes to Consolidated Financial Statements

XV Fair Val u e of Financial Instrum ents cont

Nonrecurring Measurements Following is a description of the valuation methodologies and inputs used for assets measured at fair value on a nonrecurring basis and recognized in the accompanying balance sheets as well as the general classification of such assets pursuant to the valuation hierarchy For assets classified within Level 3 of the fair value hierarchy the process used to develop the reported fair value is described below

Other Real Estate Owned Other real estate owned (OREO) is carried at fair value Jess estimated cost to sell when the real estate is acquired Estimated fair value of OREO is based on appraisals or evaluations OREO is classified within Level 3 of the fair value hierarchy

Appraisals of OREO are obtained when the real estate is acquired and subsequently as deemed necessary by the Banks manageshyment Appraisals are reviewed for accuracy and consistency by the Bank Appraisers are selected from the list of approved appraisers maintained by management

Collateral-dependent Impaired Loans Net of ALLL The estimated fair value of collateral-dependent impaired Joans is based on the appraised fair value of the collateral Jess estimated cost to sell Collateral-dependent impaired Joans are classified within Level 3 of the fair value hierarchy

The Bank considers the appraisal or evaluation as the starting point for determining fair value and then considers other factors and events in the environment that may affect the fair value Appraisals of the collateral underlying collateral-dependent Joans are obtained when the loan is determined to be collateral-dependent and subsequently as deemed necessary by the Banks management Appraisals are reviewed for accuracy and consistency by the Bank Appraisers are selected from the list of approved appraisers mainshytained by management The appraised values are reduced by discounts to consider lack of marketability and estimated cost to sell if repayment or satisfaction of the Joan is dependent on the sale of the collateral These discounts and estimates are developed by the credit department by comparison to historical results

Notes to Consolidated Financial Statements

XV Fair Val ue of Financial Instruments cont

Unobservable (Level 3) Inputs The following table presents quantitahve information about unobservable inputs used in recurring and nonrecurring Level s fair value measurements other than goodwill (Dollars in thousands)

Other real estate owned

middot Collateral-dependent impaired loans

Other real estate owned

Collateral-dependent impaired loans

Fair Value at 123 114

$ 3375

$ 1 069

Fair Value at 123113

$ 832

$ 91 6

Sensitivity of Significant U nobservable Inputs The following is a discussion of the sensitivity of significant unobshyservable inputs the interrelationships between those inputs and other unobservable inputs used in recurring fair value measureshyment and of how those inputs might magnify or mitigate the effect of changes in the unobservable inputs on the fair value measurement

The following follows the Fair value table The following methods were used to estimate the fair value of all other financial instruments recognized in the accompanying balshyance sheet at amounts other than fair value

Cash and Cash Equivalents The carrying amount approximates fair value

Loans Held For Sale The carrying amount approximates fair value due to the insigshynificant time between origination and date of sale The carrying amount is the amount funded and accrued interest

Loans

Fair value is estimated by discounting the future cash flows using the market rates at which similar notes would be made to borshyrowers with similar credit ratings and for the same remaining maturities The market rates used are based on current rates the Bank would impose for similar loans and reflect a market parshyticipant assumption about risks associated with nonperformance illiquidity and the structure and term of the loans along with local economic and market conditions

Restricted Stock Fair value is estimated at book value due to restrictions that limit the sale or transfer of such securities

Valuation Unobservable Range Technique Inputs (Weighted

Market comparable Comparability Average)

properties adjustments () Not available

Market comparable Marketability properties discount 1 0 - 1 5 (1 2)

Valuation U nobservable Range Technique Inputs (Weighted

Market comparable Comparability Average)

properties adjustments () Not available

Market comparable Marketability properties discount 1 0 - 1 5 (1 2)

Accrued Interest Receivable and Payable

The carrying amount approximates fair value The carrying amount is determined using the interest rate balance and last payment date

Deposits and Other Borrowings Fair value of term deposits is estimated by discounting the future cash flows using rates of similar deposits with similar maturities The market rates used were obtained from a knowledgeable independent third party and reviewed by the Corporation The rates were the average of current rates offered by local competishytors of the bank subsidiaries

The estimated fair value of demand NOW savings money marshyket deposits and other borrowings is the book value since rates are regularly adjusted to market rates and amounts are payable on demand at the reporting date

Commitments to Originate Loans Forward Sale Commitments Letters of Credit and Lines of Credit The fair value of commitments to originate loans is estimated using the fees currently charged to enter into similar agreements taking into account the remaining terms of the agreements and the present creditworthiness of the counterparties For fixedshyrate loan commitments fair value also considers the difference between current levels of interest rates and the committed rates

The fair value of commitments to sell securities is estimated based on current market prices for securities of similar terms and credit quality

The fair values of letters of credit and lines of credit are based on fees currently charged for similar agreements or on the estimated cost to terminate or otherwise settle the obligations with the counterparties at the reporting date

Notes to Consolidated Financial Statements

XVI Accumul ated Comprehensive Income (Loss)

The components of accumulated other comprehensive income loss) included in stockholders equity are as follows (Dollars in thousands)

Net unrealized gains (Joss) on available for sale securities Tax effect Net-of-tax amount

20 1 4

$ 766 (260)

$ 506

2013

$ (871) 296

$ (575)

Amounts reclassified from accumulated other comprehensive income and the affected line items in the statements of income during the years ended December 31 were as follows

Affected line item in 20 1 4 2013 2012 the statements of

income

Net realized gains of Unrealized gains on securities available for sale $ 368 $ 434 $ 2084 sales of available for-sale

securities

Tax effect (1 26) (i 48) (709) Income taxes Total reclassification out of accumulated other comprehensive income $ 242 $ 286 $ 1 375 Net reclassified

amount

XVII Goodwill and Acquired Intangible Assets

The Corporations goodwill and intangible assets are as follows There was no Impairment of goodwill or intangible assets in 2014 or 2013 (Dollars in thousands)

20 1 4 2013

Goodwill $ 3265 $ 3265 Core deposit intangibles $ 1 805 $ 1 805 Non-compete agreement 375 375 Intangible assets 21 80 2 180 Less accumulated amortization 2 180 2090

Total intangible assets $ $ 90

Aggregate amortization expense for years ended December 31 2014 201 3 and 201 2 was $90 $181 and $1 80 thousand respectively

XVI II Subsequent Events

Management evaluated subsequent events through February 27 201 5 the date the consolidated financial statements were available to be issued Events or transactions occurring after December 31 2014 but prior to February 27 2015 that provided additional evidence about conditions that existed at December 31 2014 have been recognized in the consolidated financial statements for the year ended December 31 2014 Events or transactions that provided evidence about conditions that did not exist at December 31 201 4 but arose before the consolidated financial statements were available to be issued have not been recognized in the consolidated financial statements for the year ended December 31 2014

This information is an Integral part of the accompanying consolidated financial statements

Independent Auditors Report

CPAs amp Advisors

Board of Directors

NI Bancshares Corporation

Sycamore Illinois

We have audited the accompanying consolidated financial statements of NI Bancshares Corporation which comprise

the consolidated balance sheets as of December 3 1 2014 and 2013 and the related consolidated statements of income

comprehensive income (loss) stockholders equity and cash flows for the years ended December 3 1 2014 2013 and 2012 and the related notes to the consolidated financial statements

Managements Responsibility for the Financial Statements

Management is responsible for the preparation and fair presentation of these consolidated financial statements in accordance

with accounting principles generally accepted in the United States of America this includes the design implementation and

maintenance of internal control relevant to the preparation and fair presentation of consolidated financial statements that are

free from material misstatement whether due to fraud or error

Auditors Responsibility

Our responsibility is to express an opinion on these consolidated financial statements based on our audits We conducted our

audits in accordance with auditing standards generally accepted in the United States of America Those standards require that

we plan and perform the audit to obtain reasonable assurance about whether the consolidated financial statements are free from material misstatement

An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the consolidated

financial statements The procedures selected depend on the auditors judgment including the assessment of the risks of material misstatement of the consolidated financial statements whether due to fraud or error In making those risk

assessments the auditor considers internal control relevant to the Corporations preparation and fair presentation of the

consolidated financial statements in order to design audit procedures that are appropriate in the circumstances but not for

the purpose of expressing an opinion on the effectiveness of the Corporations internal control Accordingly we express no

such opinion An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of

significant accounting estimates made by management as well as evaluating the overall presentation of the consolidated

financial statements

We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion

Opinion In our opinion the consolidated financial statements referred to above present fairly in all material respects the financial position of NI Bancshares Corporation as of December 3 1 2014 and 2013 and the results of its operations and cash flows

for the years ended December 3 1 2014 2013 and 2012 in accordance with accounting principles generally accepted in the United States of America

Decatur Illinois February 27 2015

PRESID ENT I CEO Michael A Cullen

BUSI NESS BANKING Charles C Kaiser Senior Vice President - Business Banking

Michael A Hawley Senior Vice President - Senior Commercial Loan Officer

Grant M Goltz Vice President - Commercial Loan Officer

Lucas G Goucher Vice President - Commercial Loan Officer

Nicholas D Lee Vlce President - Commercial Loan Officer

Robert W Mason Vice President - Commercial Loan Officer

Timothy J Meyer Vice President - Commercial Loan Officer

Sheela Prahlad Vice President - Commercial Loan Officer

CREDIT D EPARTMENT

Karen A Kuppler Senior Vice President - Chief Credit Officer

Gerald W Brantner Vice President - Senior Collector

CONSUM ER BANKING RESIDENTIAL LENDING ORIGINATION

Mark R ODell Vice President - Senior Retail Loan Officer

CONS U M ER BANKING Bradley V Brown Senior Vice President - Consumer Banking (Security Officer)

Terrence M Duffy Senior Vice President - Consumer Banking Division Manager

Ishmael M McGhee Vice President - Consumer Banking Division Manager

Frank P Turza Vice President - Consumer Banking Division Manager

Directory of NBamp T

TRUST D EPARTMENT R David Van Buren Senior Vice President - Trust amp Investments

Stephen J Colianni Vice President -Trust Investment Officer

Stephen G Corcoran Vice President - Employee Benefits Manager

Karen J Daleo Vice President - Trust Tax Manager amp Assistant Secretary

James J Dombek Vice President - Personal Trust Manager amp Secretary

Kathryn J Johnson Vice President -Trust Administrator

Thomas M Sullivan Vice President - Trust Administrator

Carolyn S Swafford Vice President - Trust Administrator

FAR M SERVIC E DEPARTM ENT Scott R Pumroy Vice President - Farm Service Department Manager

OPERATIONS D EPARTMENT

Michelle R Carlson Vice President - Operations

Hien Van Do Vice President - Core Banking Systems Administrator

ACCOUNTING DEPARTM ENT David N McCoy Senior Vice President - Chief Financial Officer

BRAND amp MARKETING Tami J Armstrong Vice President - Brand amp Marketing

H U MAN RESOU RCES Samantha J Dailey Vice President - Human Resources

AUDITING DEPARTMENT Sarah M Taylor Vice President - Internal Audit

EXHIBIT 2A

NI BANCSHARES CORPORATIONS ORGANIZATIONAL CHART

NI BANCSHARES CORPORATIO N

230 W STATE ST SYCAMORE IL 601 78

State of Incorporation = Delaware

1 00

THE NATIONAL BAN K amp TRUST COMPANY OF SYCAMORE

230 W STATE ST SYCAMOR_E IL 601 78

hsults A list of branches for your depostorv nstftution NATIONAL BANK amp TRUST COMPANY OF SYCAMOftE THE (ID_RSSO 534345)

This depository fnstltutlon fs held by NI BANCSHARES CORPORATION (1827893) of SYCAMORE IL

The data are as of 12312014 Data reflects Information that was received and procMsed through 01072JJ1S

Reconciliation and YerfCtton Steps

1 In the Data Action column of each brmch row enter one or more of the actions specifild hilow 2 If required enter the date In the Effective te column

Actions

OK If the branch Information Is COfTect enter OK in the Data Action column

Chan1e If the branch Information Is incorrlCt or Incomplete revrse the data enter Change In the Data Action column and the date when this lnformaUon first beame valid Jn the Etfedive Oatbull column

Cose If a branch llsted was sold or closed enter dose In the Data Action column and thl ule or closure date In the Effective Date column Delete If a branch listed was never owned by th(s depository Institution enter Delltl In thl Oatbull Action column

Add lfa reportable branch Is missing Insert a row add the branch data and enter Add in thl Data Action column and the opening or acquisition date In the Effective Date laquo)lumn

If printing this lrst you may need to adjust your page setup in MS Excel Try uslng landscape orientation p1ae scaling andor liegal sl1ed pa pier

Submission Procedure

When you a finiihed send a savied copy to your FRB contact See the det1iled lmtructions on this site for more Information

If vou are ie-malllng this to your FRB contAct put your Institution name dtyand state In thie subjtct line of the e-mail

Note To satisfy the FR YmiddotlO portln1 rirements you must also submit FR Ymiddot10 Oomes-tic Branch Schedules for each bninch with a Ot Attlon of nae Close Deletl or Add

The FR fmiddotlO rieport may be submitted in a hardcopy format or via the FR Y-10 Online application middot httpsylOonlinefederalreservegov

bull FDIC UNINUM Office Number and ID_RSSD columns are for reference only Verification of these values Is not required

- Effecdw Ote Branch Service Type Bnnch ID Rssobull Popular Name Street Address City NATIONAL BANK amp TRUST COMPANY Of

OK Fun servlCI (Head Offitt) 53045 SYCAMORE THE 230 WEST STATE STREET SYCAMORE

OK Full Service 3310232 2290 SYCAMORE ROAD OfFICE 2290 SYCAMORE ROAD DEKALB

OK Full lce 3735255 BANCO NBampT BRANCH 1029 PLEASANT STREET DEKALB

OK Fullservice 354132 NSampT SQUARE BRANCH 130 WEST LINCOLN HIGHWAY DEKAlB

OK Full Service 3735246 ELBURN BRANCH 930 NORTH MAJN STREET ELBURN

OK Full Service 3310241 GENOA BRANCH 601 PEARSON DRIVE GfNOA

OK Full service 2192507 200 NORTH MAIN STREET OfFICE 200 NORTH MAIN STREET UtANO

OK full Service 4394873 SANDWlCH BRANCH 321 E OIURCH STREET SANDWlCH

OK Fullice 2D8577S SERENA BRANCH US HIGHWAY 52 SOMONAUK ROAD SERENA

OK Full Service 2431457 1425 DEKAl8 AVENUE BRANCH 1425 DEKALB AVENUE SYCAMORE

St1te

IL

IL

IL

IL

IL

IL

IL

IL

IL

IL

Zip Code Countv

60178 DEKALB

60US DEKALB

60115 DEKALB

60U5 DEKALB

60119 KANE

60135 DEKALB

60531 IASAllE

60548 DEKALB

60549 LA SAUE

60178 DEKALB

Country FDIC UNINUMbull Office Numberbull Hbullad Office Head Office ID_RSSD Comments

NATIONAL BANK amp TRUST COMPANY Of

UNITED STATES 6414 0 SYCAMORE THE 534345 NATIONAL BANK amp TRUST COMPANY OF

UNITED STATES 221714 2 SYCAMORE THE 534345 NATIONAL BANK amp TRUST COMPANY Of

UNITpound0 STATES 475977 9 SYCAMORE THE 534345

NATIONAL BANK amp TRUST COMPANY OF

UNITED STATES 10484 5 SYCAMORE THE 534345 NATIONAL BANK amp TRUST COMPANY OF

UNITED SfATES 475976 8 SYCAMORE THE 534345

NATIONAL BANK amp TRUST COMPANY OF

UNITED STATES 424666 4 SYCAMORE THE 534345 NATIONAL BANK amp TRUST COMPANY OF

UNITED STATES 237859 7 SYCAMOftE THE 534345 NATIONAL BANK amp TRUST COMPANY Of

UNITED STAttS 530108 10 SYCAMORE THE 534345 NATIONAL BANK amp TRUST COMPANY Of

UNITED STATES 2318S8 6 SYCAMORE THE 534345 NATIONAL BANK amp TRUST COMPANY OF

UN ITED STATES 264332 1 SYCAMORE THE 534345

Re ort Item 3 Securities Holders

FR Y-6

NI Bancshares Corporation

Sycamore IL

Fiscal Year Ending December 3 1 201 4

Current Securities Holders with ownership control or holdings of 5 or more with power to vote as-of fiscal year end

Securities Holders not listed in 3(1 )(a) through (3)(1 )(c) that had

ownership control or holdings of 5 or more with power to vote

during the fiscal year

(1 )(a)

Name amp Address (City

State Country)

James W Dutton

Tulsa OK USA

Jane Danielson

Freeport ME USA

Anne Pick

St Paul MN USA

(1 )(b)

Country of

Citizenship or

Incorporation

USA

USA

USA

(1 )(c) Number and

Percentage of Each

Class of Voting

Securities

62324 shares 594

84563 shares 806

88480 shares 843

(2)(a) (2)(b)

Country of

Name amp Address Citizenship or

(City State Country) Incorporation

(2)(c) Number and

Percentage of Each

Class of Voting

Securities

FA Y--6

NI Bancshares Corporation Sycamore ll

Ascal Year Ending December 311 2014

(1) (2) (3)(bull) (3)(b) (3)(o) (4)(bull) (4)(b) (4)(o) Percentage of List names of other companies

Percentage of Voting Securities Includeamp partnerships) If 25 or more Voting Securities ln Subsidiaries of voting securftles are held (list

Names amp Address Principal Occupation II other than Title amp Position with Title amp Position with Subsidiaries Title amp Position with Other Businesses Jn Holding (Include names names ol companies and percentage of

(City State Country) with Holding Company Holding Company (Include names of subsidiaries) (Include names ol other businesses) Company of subsidiaries) voting securltles held)

Michael A Cullen NIA Director President amp CEO Director President amp CEO NIA 018 None NIA Sycamore IL USA The National Bank amp Trust

Company of Sycamore

Richard N Anderson President - Anderson Director Director President 159 None Anderson Funeral Home Ltd (100) DeKalb JL USA Funeral Home Ltd The Natrona[ Bank amp Trust Anderson Funeral Home Ltd

Company of Sycamore

John H Boles NIA Director Retired Trust Officer NIA 149 None NIA Sycamore IL USA The National Bank amp Trust

Company of Sycamore

Evelina J Cichy Retired Vice President of Instruction Director Director NA 015 None NIA DeKalb IL USA Klshwaukee College The Natrona Bank amp Trust

Company of Sycamore

James W Dutton CFO Macrosolva lnc Chairman of the Board Chairman of the Board CFO Macrosolve lnc 594 None NIA Tulsa OK USA The Natonal Bank amp Trust

Company of Sycamore

Robert B Johnson Partner - Johnson Farms Director Director Partner 063 None Johnson Farms (40) DeKalb IL USA The National Bank amp Trust Johnson Farms

Company of Sycamore

Robert C Johnson NIA Director Director NIA 034 None NIA DeKalb IL USA The National Bank amp Trust

Company of Sycamore

Kevin P Poorten President amp CEO - Kish Health Syse Director Director NA 005 None NIA DeKalb IL USA The National Bank amp Trust

Company of Sycamore

Douglas C Roberts Private Investor Director Director PresidentmiddotZea mays Holdings LLC 382 None Zea mays Holdngs LLC (100) Sycamore IL USA The National Bank amp Trust

Company of Sycamore

Tmothy P Suter President amp CEO - Suter Company Director Director NA 002 None NIA Sycamore IL USA The Natlonal Bank amp Trust

Company of Sycamore

Report lem 4 Insiders -PAGE 2 of 2

Tami Armstrong NIA NIA VP Brand amp Marketng NIA 0005 None NIA Sycamore IL USA The Natonal Bank amp Trust

Company of Sycamore

Bradley V Brown NIA NIA SVP Consumer Banking NIA 0004 None NIA DeKalb IL USA The Natlonal Bank amp Trust

Company of Sy9amore

Michelle Carlson NIA NIA VP Operallons NIA 0004 None NIA SuQar Grove IL USA The National Bank amp Trust

Company of Sycamore

Sa_111antha J Dalley NIA NIA VP Human Resources NIA 0003 None NIA Sycamore IL USA The National Bank amp Trust

Company of Sycamore

James Dombek NIA NIA VP Personal Trust Manager NIA 0002 None NIA Sycamore IL USA The National Bank amp Trust

Company of Sycamore

Michael Hawley Geneva IL USA NIA NIA Sr VP Sr Commercial Loan Officer NIA 0005 None NIA

The Natfonal Bank amp Trust Company of Sycamore

Charles C Kaiser NIA NIA Sr VP Senior Lending Officer NIA 0007 None NIA Sycamore IL USA The National Bank amp Trust

Company of Sycamore

Karen Kupper NIA NIA SVP Chief Credit Offcer NIA 0003 None NIA Hinkley IL USA The Natonal Bank amp Trust

Company of Sycamore

Davld N McCoy NIA Treasurer SVP Chief Flnanclitl Officer NIA 0006 None NIA South Elgin IL USA The Natlonal Bank amp Trust

Company of Sycamore

Mark ODell NIA NIA VP Sr Residentlal loan Officer NIA 0000 None NIA Aurora IL USA The National Bank amp Trust

Company of Sycamore

A David VanBuren NIA NIA SVP Trust amp Investments NIA 0005 None NIA Sycamore IL USA The National Bank amp Trust

Company of Sycamore

  • FR Y-6 Cover Page
  • Report Item 1 Annual Report to Shareholders
  • Report Item 2a Organization Chart
  • Report Item 2b Domestic Branch Listing
  • Report Item 3 Securities Holders
  • Report Item 4 Insiders
Page 36: Annual Report of Holding Companies-FR Y-6/media/others/banking/...consistent and deliberate in implementing our strategic initiatives. In addition to our loan growth, our trust assets

Notes to Consolidated Financial Statements

XV Fair Val u e of Financial Instrum ents cont

Nonrecurring Measurements Following is a description of the valuation methodologies and inputs used for assets measured at fair value on a nonrecurring basis and recognized in the accompanying balance sheets as well as the general classification of such assets pursuant to the valuation hierarchy For assets classified within Level 3 of the fair value hierarchy the process used to develop the reported fair value is described below

Other Real Estate Owned Other real estate owned (OREO) is carried at fair value Jess estimated cost to sell when the real estate is acquired Estimated fair value of OREO is based on appraisals or evaluations OREO is classified within Level 3 of the fair value hierarchy

Appraisals of OREO are obtained when the real estate is acquired and subsequently as deemed necessary by the Banks manageshyment Appraisals are reviewed for accuracy and consistency by the Bank Appraisers are selected from the list of approved appraisers maintained by management

Collateral-dependent Impaired Loans Net of ALLL The estimated fair value of collateral-dependent impaired Joans is based on the appraised fair value of the collateral Jess estimated cost to sell Collateral-dependent impaired Joans are classified within Level 3 of the fair value hierarchy

The Bank considers the appraisal or evaluation as the starting point for determining fair value and then considers other factors and events in the environment that may affect the fair value Appraisals of the collateral underlying collateral-dependent Joans are obtained when the loan is determined to be collateral-dependent and subsequently as deemed necessary by the Banks management Appraisals are reviewed for accuracy and consistency by the Bank Appraisers are selected from the list of approved appraisers mainshytained by management The appraised values are reduced by discounts to consider lack of marketability and estimated cost to sell if repayment or satisfaction of the Joan is dependent on the sale of the collateral These discounts and estimates are developed by the credit department by comparison to historical results

Notes to Consolidated Financial Statements

XV Fair Val ue of Financial Instruments cont

Unobservable (Level 3) Inputs The following table presents quantitahve information about unobservable inputs used in recurring and nonrecurring Level s fair value measurements other than goodwill (Dollars in thousands)

Other real estate owned

middot Collateral-dependent impaired loans

Other real estate owned

Collateral-dependent impaired loans

Fair Value at 123 114

$ 3375

$ 1 069

Fair Value at 123113

$ 832

$ 91 6

Sensitivity of Significant U nobservable Inputs The following is a discussion of the sensitivity of significant unobshyservable inputs the interrelationships between those inputs and other unobservable inputs used in recurring fair value measureshyment and of how those inputs might magnify or mitigate the effect of changes in the unobservable inputs on the fair value measurement

The following follows the Fair value table The following methods were used to estimate the fair value of all other financial instruments recognized in the accompanying balshyance sheet at amounts other than fair value

Cash and Cash Equivalents The carrying amount approximates fair value

Loans Held For Sale The carrying amount approximates fair value due to the insigshynificant time between origination and date of sale The carrying amount is the amount funded and accrued interest

Loans

Fair value is estimated by discounting the future cash flows using the market rates at which similar notes would be made to borshyrowers with similar credit ratings and for the same remaining maturities The market rates used are based on current rates the Bank would impose for similar loans and reflect a market parshyticipant assumption about risks associated with nonperformance illiquidity and the structure and term of the loans along with local economic and market conditions

Restricted Stock Fair value is estimated at book value due to restrictions that limit the sale or transfer of such securities

Valuation Unobservable Range Technique Inputs (Weighted

Market comparable Comparability Average)

properties adjustments () Not available

Market comparable Marketability properties discount 1 0 - 1 5 (1 2)

Valuation U nobservable Range Technique Inputs (Weighted

Market comparable Comparability Average)

properties adjustments () Not available

Market comparable Marketability properties discount 1 0 - 1 5 (1 2)

Accrued Interest Receivable and Payable

The carrying amount approximates fair value The carrying amount is determined using the interest rate balance and last payment date

Deposits and Other Borrowings Fair value of term deposits is estimated by discounting the future cash flows using rates of similar deposits with similar maturities The market rates used were obtained from a knowledgeable independent third party and reviewed by the Corporation The rates were the average of current rates offered by local competishytors of the bank subsidiaries

The estimated fair value of demand NOW savings money marshyket deposits and other borrowings is the book value since rates are regularly adjusted to market rates and amounts are payable on demand at the reporting date

Commitments to Originate Loans Forward Sale Commitments Letters of Credit and Lines of Credit The fair value of commitments to originate loans is estimated using the fees currently charged to enter into similar agreements taking into account the remaining terms of the agreements and the present creditworthiness of the counterparties For fixedshyrate loan commitments fair value also considers the difference between current levels of interest rates and the committed rates

The fair value of commitments to sell securities is estimated based on current market prices for securities of similar terms and credit quality

The fair values of letters of credit and lines of credit are based on fees currently charged for similar agreements or on the estimated cost to terminate or otherwise settle the obligations with the counterparties at the reporting date

Notes to Consolidated Financial Statements

XVI Accumul ated Comprehensive Income (Loss)

The components of accumulated other comprehensive income loss) included in stockholders equity are as follows (Dollars in thousands)

Net unrealized gains (Joss) on available for sale securities Tax effect Net-of-tax amount

20 1 4

$ 766 (260)

$ 506

2013

$ (871) 296

$ (575)

Amounts reclassified from accumulated other comprehensive income and the affected line items in the statements of income during the years ended December 31 were as follows

Affected line item in 20 1 4 2013 2012 the statements of

income

Net realized gains of Unrealized gains on securities available for sale $ 368 $ 434 $ 2084 sales of available for-sale

securities

Tax effect (1 26) (i 48) (709) Income taxes Total reclassification out of accumulated other comprehensive income $ 242 $ 286 $ 1 375 Net reclassified

amount

XVII Goodwill and Acquired Intangible Assets

The Corporations goodwill and intangible assets are as follows There was no Impairment of goodwill or intangible assets in 2014 or 2013 (Dollars in thousands)

20 1 4 2013

Goodwill $ 3265 $ 3265 Core deposit intangibles $ 1 805 $ 1 805 Non-compete agreement 375 375 Intangible assets 21 80 2 180 Less accumulated amortization 2 180 2090

Total intangible assets $ $ 90

Aggregate amortization expense for years ended December 31 2014 201 3 and 201 2 was $90 $181 and $1 80 thousand respectively

XVI II Subsequent Events

Management evaluated subsequent events through February 27 201 5 the date the consolidated financial statements were available to be issued Events or transactions occurring after December 31 2014 but prior to February 27 2015 that provided additional evidence about conditions that existed at December 31 2014 have been recognized in the consolidated financial statements for the year ended December 31 2014 Events or transactions that provided evidence about conditions that did not exist at December 31 201 4 but arose before the consolidated financial statements were available to be issued have not been recognized in the consolidated financial statements for the year ended December 31 2014

This information is an Integral part of the accompanying consolidated financial statements

Independent Auditors Report

CPAs amp Advisors

Board of Directors

NI Bancshares Corporation

Sycamore Illinois

We have audited the accompanying consolidated financial statements of NI Bancshares Corporation which comprise

the consolidated balance sheets as of December 3 1 2014 and 2013 and the related consolidated statements of income

comprehensive income (loss) stockholders equity and cash flows for the years ended December 3 1 2014 2013 and 2012 and the related notes to the consolidated financial statements

Managements Responsibility for the Financial Statements

Management is responsible for the preparation and fair presentation of these consolidated financial statements in accordance

with accounting principles generally accepted in the United States of America this includes the design implementation and

maintenance of internal control relevant to the preparation and fair presentation of consolidated financial statements that are

free from material misstatement whether due to fraud or error

Auditors Responsibility

Our responsibility is to express an opinion on these consolidated financial statements based on our audits We conducted our

audits in accordance with auditing standards generally accepted in the United States of America Those standards require that

we plan and perform the audit to obtain reasonable assurance about whether the consolidated financial statements are free from material misstatement

An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the consolidated

financial statements The procedures selected depend on the auditors judgment including the assessment of the risks of material misstatement of the consolidated financial statements whether due to fraud or error In making those risk

assessments the auditor considers internal control relevant to the Corporations preparation and fair presentation of the

consolidated financial statements in order to design audit procedures that are appropriate in the circumstances but not for

the purpose of expressing an opinion on the effectiveness of the Corporations internal control Accordingly we express no

such opinion An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of

significant accounting estimates made by management as well as evaluating the overall presentation of the consolidated

financial statements

We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion

Opinion In our opinion the consolidated financial statements referred to above present fairly in all material respects the financial position of NI Bancshares Corporation as of December 3 1 2014 and 2013 and the results of its operations and cash flows

for the years ended December 3 1 2014 2013 and 2012 in accordance with accounting principles generally accepted in the United States of America

Decatur Illinois February 27 2015

PRESID ENT I CEO Michael A Cullen

BUSI NESS BANKING Charles C Kaiser Senior Vice President - Business Banking

Michael A Hawley Senior Vice President - Senior Commercial Loan Officer

Grant M Goltz Vice President - Commercial Loan Officer

Lucas G Goucher Vice President - Commercial Loan Officer

Nicholas D Lee Vlce President - Commercial Loan Officer

Robert W Mason Vice President - Commercial Loan Officer

Timothy J Meyer Vice President - Commercial Loan Officer

Sheela Prahlad Vice President - Commercial Loan Officer

CREDIT D EPARTMENT

Karen A Kuppler Senior Vice President - Chief Credit Officer

Gerald W Brantner Vice President - Senior Collector

CONSUM ER BANKING RESIDENTIAL LENDING ORIGINATION

Mark R ODell Vice President - Senior Retail Loan Officer

CONS U M ER BANKING Bradley V Brown Senior Vice President - Consumer Banking (Security Officer)

Terrence M Duffy Senior Vice President - Consumer Banking Division Manager

Ishmael M McGhee Vice President - Consumer Banking Division Manager

Frank P Turza Vice President - Consumer Banking Division Manager

Directory of NBamp T

TRUST D EPARTMENT R David Van Buren Senior Vice President - Trust amp Investments

Stephen J Colianni Vice President -Trust Investment Officer

Stephen G Corcoran Vice President - Employee Benefits Manager

Karen J Daleo Vice President - Trust Tax Manager amp Assistant Secretary

James J Dombek Vice President - Personal Trust Manager amp Secretary

Kathryn J Johnson Vice President -Trust Administrator

Thomas M Sullivan Vice President - Trust Administrator

Carolyn S Swafford Vice President - Trust Administrator

FAR M SERVIC E DEPARTM ENT Scott R Pumroy Vice President - Farm Service Department Manager

OPERATIONS D EPARTMENT

Michelle R Carlson Vice President - Operations

Hien Van Do Vice President - Core Banking Systems Administrator

ACCOUNTING DEPARTM ENT David N McCoy Senior Vice President - Chief Financial Officer

BRAND amp MARKETING Tami J Armstrong Vice President - Brand amp Marketing

H U MAN RESOU RCES Samantha J Dailey Vice President - Human Resources

AUDITING DEPARTMENT Sarah M Taylor Vice President - Internal Audit

EXHIBIT 2A

NI BANCSHARES CORPORATIONS ORGANIZATIONAL CHART

NI BANCSHARES CORPORATIO N

230 W STATE ST SYCAMORE IL 601 78

State of Incorporation = Delaware

1 00

THE NATIONAL BAN K amp TRUST COMPANY OF SYCAMORE

230 W STATE ST SYCAMOR_E IL 601 78

hsults A list of branches for your depostorv nstftution NATIONAL BANK amp TRUST COMPANY OF SYCAMOftE THE (ID_RSSO 534345)

This depository fnstltutlon fs held by NI BANCSHARES CORPORATION (1827893) of SYCAMORE IL

The data are as of 12312014 Data reflects Information that was received and procMsed through 01072JJ1S

Reconciliation and YerfCtton Steps

1 In the Data Action column of each brmch row enter one or more of the actions specifild hilow 2 If required enter the date In the Effective te column

Actions

OK If the branch Information Is COfTect enter OK in the Data Action column

Chan1e If the branch Information Is incorrlCt or Incomplete revrse the data enter Change In the Data Action column and the date when this lnformaUon first beame valid Jn the Etfedive Oatbull column

Cose If a branch llsted was sold or closed enter dose In the Data Action column and thl ule or closure date In the Effective Date column Delete If a branch listed was never owned by th(s depository Institution enter Delltl In thl Oatbull Action column

Add lfa reportable branch Is missing Insert a row add the branch data and enter Add in thl Data Action column and the opening or acquisition date In the Effective Date laquo)lumn

If printing this lrst you may need to adjust your page setup in MS Excel Try uslng landscape orientation p1ae scaling andor liegal sl1ed pa pier

Submission Procedure

When you a finiihed send a savied copy to your FRB contact See the det1iled lmtructions on this site for more Information

If vou are ie-malllng this to your FRB contAct put your Institution name dtyand state In thie subjtct line of the e-mail

Note To satisfy the FR YmiddotlO portln1 rirements you must also submit FR Ymiddot10 Oomes-tic Branch Schedules for each bninch with a Ot Attlon of nae Close Deletl or Add

The FR fmiddotlO rieport may be submitted in a hardcopy format or via the FR Y-10 Online application middot httpsylOonlinefederalreservegov

bull FDIC UNINUM Office Number and ID_RSSD columns are for reference only Verification of these values Is not required

- Effecdw Ote Branch Service Type Bnnch ID Rssobull Popular Name Street Address City NATIONAL BANK amp TRUST COMPANY Of

OK Fun servlCI (Head Offitt) 53045 SYCAMORE THE 230 WEST STATE STREET SYCAMORE

OK Full Service 3310232 2290 SYCAMORE ROAD OfFICE 2290 SYCAMORE ROAD DEKALB

OK Full lce 3735255 BANCO NBampT BRANCH 1029 PLEASANT STREET DEKALB

OK Fullservice 354132 NSampT SQUARE BRANCH 130 WEST LINCOLN HIGHWAY DEKAlB

OK Full Service 3735246 ELBURN BRANCH 930 NORTH MAJN STREET ELBURN

OK Full Service 3310241 GENOA BRANCH 601 PEARSON DRIVE GfNOA

OK Full service 2192507 200 NORTH MAIN STREET OfFICE 200 NORTH MAIN STREET UtANO

OK full Service 4394873 SANDWlCH BRANCH 321 E OIURCH STREET SANDWlCH

OK Fullice 2D8577S SERENA BRANCH US HIGHWAY 52 SOMONAUK ROAD SERENA

OK Full Service 2431457 1425 DEKAl8 AVENUE BRANCH 1425 DEKALB AVENUE SYCAMORE

St1te

IL

IL

IL

IL

IL

IL

IL

IL

IL

IL

Zip Code Countv

60178 DEKALB

60US DEKALB

60115 DEKALB

60U5 DEKALB

60119 KANE

60135 DEKALB

60531 IASAllE

60548 DEKALB

60549 LA SAUE

60178 DEKALB

Country FDIC UNINUMbull Office Numberbull Hbullad Office Head Office ID_RSSD Comments

NATIONAL BANK amp TRUST COMPANY Of

UNITED STATES 6414 0 SYCAMORE THE 534345 NATIONAL BANK amp TRUST COMPANY OF

UNITED STATES 221714 2 SYCAMORE THE 534345 NATIONAL BANK amp TRUST COMPANY Of

UNITpound0 STATES 475977 9 SYCAMORE THE 534345

NATIONAL BANK amp TRUST COMPANY OF

UNITED STATES 10484 5 SYCAMORE THE 534345 NATIONAL BANK amp TRUST COMPANY OF

UNITED SfATES 475976 8 SYCAMORE THE 534345

NATIONAL BANK amp TRUST COMPANY OF

UNITED STATES 424666 4 SYCAMORE THE 534345 NATIONAL BANK amp TRUST COMPANY OF

UNITED STATES 237859 7 SYCAMOftE THE 534345 NATIONAL BANK amp TRUST COMPANY Of

UNITED STAttS 530108 10 SYCAMORE THE 534345 NATIONAL BANK amp TRUST COMPANY Of

UNITED STATES 2318S8 6 SYCAMORE THE 534345 NATIONAL BANK amp TRUST COMPANY OF

UN ITED STATES 264332 1 SYCAMORE THE 534345

Re ort Item 3 Securities Holders

FR Y-6

NI Bancshares Corporation

Sycamore IL

Fiscal Year Ending December 3 1 201 4

Current Securities Holders with ownership control or holdings of 5 or more with power to vote as-of fiscal year end

Securities Holders not listed in 3(1 )(a) through (3)(1 )(c) that had

ownership control or holdings of 5 or more with power to vote

during the fiscal year

(1 )(a)

Name amp Address (City

State Country)

James W Dutton

Tulsa OK USA

Jane Danielson

Freeport ME USA

Anne Pick

St Paul MN USA

(1 )(b)

Country of

Citizenship or

Incorporation

USA

USA

USA

(1 )(c) Number and

Percentage of Each

Class of Voting

Securities

62324 shares 594

84563 shares 806

88480 shares 843

(2)(a) (2)(b)

Country of

Name amp Address Citizenship or

(City State Country) Incorporation

(2)(c) Number and

Percentage of Each

Class of Voting

Securities

FA Y--6

NI Bancshares Corporation Sycamore ll

Ascal Year Ending December 311 2014

(1) (2) (3)(bull) (3)(b) (3)(o) (4)(bull) (4)(b) (4)(o) Percentage of List names of other companies

Percentage of Voting Securities Includeamp partnerships) If 25 or more Voting Securities ln Subsidiaries of voting securftles are held (list

Names amp Address Principal Occupation II other than Title amp Position with Title amp Position with Subsidiaries Title amp Position with Other Businesses Jn Holding (Include names names ol companies and percentage of

(City State Country) with Holding Company Holding Company (Include names of subsidiaries) (Include names ol other businesses) Company of subsidiaries) voting securltles held)

Michael A Cullen NIA Director President amp CEO Director President amp CEO NIA 018 None NIA Sycamore IL USA The National Bank amp Trust

Company of Sycamore

Richard N Anderson President - Anderson Director Director President 159 None Anderson Funeral Home Ltd (100) DeKalb JL USA Funeral Home Ltd The Natrona[ Bank amp Trust Anderson Funeral Home Ltd

Company of Sycamore

John H Boles NIA Director Retired Trust Officer NIA 149 None NIA Sycamore IL USA The National Bank amp Trust

Company of Sycamore

Evelina J Cichy Retired Vice President of Instruction Director Director NA 015 None NIA DeKalb IL USA Klshwaukee College The Natrona Bank amp Trust

Company of Sycamore

James W Dutton CFO Macrosolva lnc Chairman of the Board Chairman of the Board CFO Macrosolve lnc 594 None NIA Tulsa OK USA The Natonal Bank amp Trust

Company of Sycamore

Robert B Johnson Partner - Johnson Farms Director Director Partner 063 None Johnson Farms (40) DeKalb IL USA The National Bank amp Trust Johnson Farms

Company of Sycamore

Robert C Johnson NIA Director Director NIA 034 None NIA DeKalb IL USA The National Bank amp Trust

Company of Sycamore

Kevin P Poorten President amp CEO - Kish Health Syse Director Director NA 005 None NIA DeKalb IL USA The National Bank amp Trust

Company of Sycamore

Douglas C Roberts Private Investor Director Director PresidentmiddotZea mays Holdings LLC 382 None Zea mays Holdngs LLC (100) Sycamore IL USA The National Bank amp Trust

Company of Sycamore

Tmothy P Suter President amp CEO - Suter Company Director Director NA 002 None NIA Sycamore IL USA The Natlonal Bank amp Trust

Company of Sycamore

Report lem 4 Insiders -PAGE 2 of 2

Tami Armstrong NIA NIA VP Brand amp Marketng NIA 0005 None NIA Sycamore IL USA The Natonal Bank amp Trust

Company of Sycamore

Bradley V Brown NIA NIA SVP Consumer Banking NIA 0004 None NIA DeKalb IL USA The Natlonal Bank amp Trust

Company of Sy9amore

Michelle Carlson NIA NIA VP Operallons NIA 0004 None NIA SuQar Grove IL USA The National Bank amp Trust

Company of Sycamore

Sa_111antha J Dalley NIA NIA VP Human Resources NIA 0003 None NIA Sycamore IL USA The National Bank amp Trust

Company of Sycamore

James Dombek NIA NIA VP Personal Trust Manager NIA 0002 None NIA Sycamore IL USA The National Bank amp Trust

Company of Sycamore

Michael Hawley Geneva IL USA NIA NIA Sr VP Sr Commercial Loan Officer NIA 0005 None NIA

The Natfonal Bank amp Trust Company of Sycamore

Charles C Kaiser NIA NIA Sr VP Senior Lending Officer NIA 0007 None NIA Sycamore IL USA The National Bank amp Trust

Company of Sycamore

Karen Kupper NIA NIA SVP Chief Credit Offcer NIA 0003 None NIA Hinkley IL USA The Natonal Bank amp Trust

Company of Sycamore

Davld N McCoy NIA Treasurer SVP Chief Flnanclitl Officer NIA 0006 None NIA South Elgin IL USA The Natlonal Bank amp Trust

Company of Sycamore

Mark ODell NIA NIA VP Sr Residentlal loan Officer NIA 0000 None NIA Aurora IL USA The National Bank amp Trust

Company of Sycamore

A David VanBuren NIA NIA SVP Trust amp Investments NIA 0005 None NIA Sycamore IL USA The National Bank amp Trust

Company of Sycamore

  • FR Y-6 Cover Page
  • Report Item 1 Annual Report to Shareholders
  • Report Item 2a Organization Chart
  • Report Item 2b Domestic Branch Listing
  • Report Item 3 Securities Holders
  • Report Item 4 Insiders
Page 37: Annual Report of Holding Companies-FR Y-6/media/others/banking/...consistent and deliberate in implementing our strategic initiatives. In addition to our loan growth, our trust assets

Notes to Consolidated Financial Statements

XV Fair Val ue of Financial Instruments cont

Unobservable (Level 3) Inputs The following table presents quantitahve information about unobservable inputs used in recurring and nonrecurring Level s fair value measurements other than goodwill (Dollars in thousands)

Other real estate owned

middot Collateral-dependent impaired loans

Other real estate owned

Collateral-dependent impaired loans

Fair Value at 123 114

$ 3375

$ 1 069

Fair Value at 123113

$ 832

$ 91 6

Sensitivity of Significant U nobservable Inputs The following is a discussion of the sensitivity of significant unobshyservable inputs the interrelationships between those inputs and other unobservable inputs used in recurring fair value measureshyment and of how those inputs might magnify or mitigate the effect of changes in the unobservable inputs on the fair value measurement

The following follows the Fair value table The following methods were used to estimate the fair value of all other financial instruments recognized in the accompanying balshyance sheet at amounts other than fair value

Cash and Cash Equivalents The carrying amount approximates fair value

Loans Held For Sale The carrying amount approximates fair value due to the insigshynificant time between origination and date of sale The carrying amount is the amount funded and accrued interest

Loans

Fair value is estimated by discounting the future cash flows using the market rates at which similar notes would be made to borshyrowers with similar credit ratings and for the same remaining maturities The market rates used are based on current rates the Bank would impose for similar loans and reflect a market parshyticipant assumption about risks associated with nonperformance illiquidity and the structure and term of the loans along with local economic and market conditions

Restricted Stock Fair value is estimated at book value due to restrictions that limit the sale or transfer of such securities

Valuation Unobservable Range Technique Inputs (Weighted

Market comparable Comparability Average)

properties adjustments () Not available

Market comparable Marketability properties discount 1 0 - 1 5 (1 2)

Valuation U nobservable Range Technique Inputs (Weighted

Market comparable Comparability Average)

properties adjustments () Not available

Market comparable Marketability properties discount 1 0 - 1 5 (1 2)

Accrued Interest Receivable and Payable

The carrying amount approximates fair value The carrying amount is determined using the interest rate balance and last payment date

Deposits and Other Borrowings Fair value of term deposits is estimated by discounting the future cash flows using rates of similar deposits with similar maturities The market rates used were obtained from a knowledgeable independent third party and reviewed by the Corporation The rates were the average of current rates offered by local competishytors of the bank subsidiaries

The estimated fair value of demand NOW savings money marshyket deposits and other borrowings is the book value since rates are regularly adjusted to market rates and amounts are payable on demand at the reporting date

Commitments to Originate Loans Forward Sale Commitments Letters of Credit and Lines of Credit The fair value of commitments to originate loans is estimated using the fees currently charged to enter into similar agreements taking into account the remaining terms of the agreements and the present creditworthiness of the counterparties For fixedshyrate loan commitments fair value also considers the difference between current levels of interest rates and the committed rates

The fair value of commitments to sell securities is estimated based on current market prices for securities of similar terms and credit quality

The fair values of letters of credit and lines of credit are based on fees currently charged for similar agreements or on the estimated cost to terminate or otherwise settle the obligations with the counterparties at the reporting date

Notes to Consolidated Financial Statements

XVI Accumul ated Comprehensive Income (Loss)

The components of accumulated other comprehensive income loss) included in stockholders equity are as follows (Dollars in thousands)

Net unrealized gains (Joss) on available for sale securities Tax effect Net-of-tax amount

20 1 4

$ 766 (260)

$ 506

2013

$ (871) 296

$ (575)

Amounts reclassified from accumulated other comprehensive income and the affected line items in the statements of income during the years ended December 31 were as follows

Affected line item in 20 1 4 2013 2012 the statements of

income

Net realized gains of Unrealized gains on securities available for sale $ 368 $ 434 $ 2084 sales of available for-sale

securities

Tax effect (1 26) (i 48) (709) Income taxes Total reclassification out of accumulated other comprehensive income $ 242 $ 286 $ 1 375 Net reclassified

amount

XVII Goodwill and Acquired Intangible Assets

The Corporations goodwill and intangible assets are as follows There was no Impairment of goodwill or intangible assets in 2014 or 2013 (Dollars in thousands)

20 1 4 2013

Goodwill $ 3265 $ 3265 Core deposit intangibles $ 1 805 $ 1 805 Non-compete agreement 375 375 Intangible assets 21 80 2 180 Less accumulated amortization 2 180 2090

Total intangible assets $ $ 90

Aggregate amortization expense for years ended December 31 2014 201 3 and 201 2 was $90 $181 and $1 80 thousand respectively

XVI II Subsequent Events

Management evaluated subsequent events through February 27 201 5 the date the consolidated financial statements were available to be issued Events or transactions occurring after December 31 2014 but prior to February 27 2015 that provided additional evidence about conditions that existed at December 31 2014 have been recognized in the consolidated financial statements for the year ended December 31 2014 Events or transactions that provided evidence about conditions that did not exist at December 31 201 4 but arose before the consolidated financial statements were available to be issued have not been recognized in the consolidated financial statements for the year ended December 31 2014

This information is an Integral part of the accompanying consolidated financial statements

Independent Auditors Report

CPAs amp Advisors

Board of Directors

NI Bancshares Corporation

Sycamore Illinois

We have audited the accompanying consolidated financial statements of NI Bancshares Corporation which comprise

the consolidated balance sheets as of December 3 1 2014 and 2013 and the related consolidated statements of income

comprehensive income (loss) stockholders equity and cash flows for the years ended December 3 1 2014 2013 and 2012 and the related notes to the consolidated financial statements

Managements Responsibility for the Financial Statements

Management is responsible for the preparation and fair presentation of these consolidated financial statements in accordance

with accounting principles generally accepted in the United States of America this includes the design implementation and

maintenance of internal control relevant to the preparation and fair presentation of consolidated financial statements that are

free from material misstatement whether due to fraud or error

Auditors Responsibility

Our responsibility is to express an opinion on these consolidated financial statements based on our audits We conducted our

audits in accordance with auditing standards generally accepted in the United States of America Those standards require that

we plan and perform the audit to obtain reasonable assurance about whether the consolidated financial statements are free from material misstatement

An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the consolidated

financial statements The procedures selected depend on the auditors judgment including the assessment of the risks of material misstatement of the consolidated financial statements whether due to fraud or error In making those risk

assessments the auditor considers internal control relevant to the Corporations preparation and fair presentation of the

consolidated financial statements in order to design audit procedures that are appropriate in the circumstances but not for

the purpose of expressing an opinion on the effectiveness of the Corporations internal control Accordingly we express no

such opinion An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of

significant accounting estimates made by management as well as evaluating the overall presentation of the consolidated

financial statements

We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion

Opinion In our opinion the consolidated financial statements referred to above present fairly in all material respects the financial position of NI Bancshares Corporation as of December 3 1 2014 and 2013 and the results of its operations and cash flows

for the years ended December 3 1 2014 2013 and 2012 in accordance with accounting principles generally accepted in the United States of America

Decatur Illinois February 27 2015

PRESID ENT I CEO Michael A Cullen

BUSI NESS BANKING Charles C Kaiser Senior Vice President - Business Banking

Michael A Hawley Senior Vice President - Senior Commercial Loan Officer

Grant M Goltz Vice President - Commercial Loan Officer

Lucas G Goucher Vice President - Commercial Loan Officer

Nicholas D Lee Vlce President - Commercial Loan Officer

Robert W Mason Vice President - Commercial Loan Officer

Timothy J Meyer Vice President - Commercial Loan Officer

Sheela Prahlad Vice President - Commercial Loan Officer

CREDIT D EPARTMENT

Karen A Kuppler Senior Vice President - Chief Credit Officer

Gerald W Brantner Vice President - Senior Collector

CONSUM ER BANKING RESIDENTIAL LENDING ORIGINATION

Mark R ODell Vice President - Senior Retail Loan Officer

CONS U M ER BANKING Bradley V Brown Senior Vice President - Consumer Banking (Security Officer)

Terrence M Duffy Senior Vice President - Consumer Banking Division Manager

Ishmael M McGhee Vice President - Consumer Banking Division Manager

Frank P Turza Vice President - Consumer Banking Division Manager

Directory of NBamp T

TRUST D EPARTMENT R David Van Buren Senior Vice President - Trust amp Investments

Stephen J Colianni Vice President -Trust Investment Officer

Stephen G Corcoran Vice President - Employee Benefits Manager

Karen J Daleo Vice President - Trust Tax Manager amp Assistant Secretary

James J Dombek Vice President - Personal Trust Manager amp Secretary

Kathryn J Johnson Vice President -Trust Administrator

Thomas M Sullivan Vice President - Trust Administrator

Carolyn S Swafford Vice President - Trust Administrator

FAR M SERVIC E DEPARTM ENT Scott R Pumroy Vice President - Farm Service Department Manager

OPERATIONS D EPARTMENT

Michelle R Carlson Vice President - Operations

Hien Van Do Vice President - Core Banking Systems Administrator

ACCOUNTING DEPARTM ENT David N McCoy Senior Vice President - Chief Financial Officer

BRAND amp MARKETING Tami J Armstrong Vice President - Brand amp Marketing

H U MAN RESOU RCES Samantha J Dailey Vice President - Human Resources

AUDITING DEPARTMENT Sarah M Taylor Vice President - Internal Audit

EXHIBIT 2A

NI BANCSHARES CORPORATIONS ORGANIZATIONAL CHART

NI BANCSHARES CORPORATIO N

230 W STATE ST SYCAMORE IL 601 78

State of Incorporation = Delaware

1 00

THE NATIONAL BAN K amp TRUST COMPANY OF SYCAMORE

230 W STATE ST SYCAMOR_E IL 601 78

hsults A list of branches for your depostorv nstftution NATIONAL BANK amp TRUST COMPANY OF SYCAMOftE THE (ID_RSSO 534345)

This depository fnstltutlon fs held by NI BANCSHARES CORPORATION (1827893) of SYCAMORE IL

The data are as of 12312014 Data reflects Information that was received and procMsed through 01072JJ1S

Reconciliation and YerfCtton Steps

1 In the Data Action column of each brmch row enter one or more of the actions specifild hilow 2 If required enter the date In the Effective te column

Actions

OK If the branch Information Is COfTect enter OK in the Data Action column

Chan1e If the branch Information Is incorrlCt or Incomplete revrse the data enter Change In the Data Action column and the date when this lnformaUon first beame valid Jn the Etfedive Oatbull column

Cose If a branch llsted was sold or closed enter dose In the Data Action column and thl ule or closure date In the Effective Date column Delete If a branch listed was never owned by th(s depository Institution enter Delltl In thl Oatbull Action column

Add lfa reportable branch Is missing Insert a row add the branch data and enter Add in thl Data Action column and the opening or acquisition date In the Effective Date laquo)lumn

If printing this lrst you may need to adjust your page setup in MS Excel Try uslng landscape orientation p1ae scaling andor liegal sl1ed pa pier

Submission Procedure

When you a finiihed send a savied copy to your FRB contact See the det1iled lmtructions on this site for more Information

If vou are ie-malllng this to your FRB contAct put your Institution name dtyand state In thie subjtct line of the e-mail

Note To satisfy the FR YmiddotlO portln1 rirements you must also submit FR Ymiddot10 Oomes-tic Branch Schedules for each bninch with a Ot Attlon of nae Close Deletl or Add

The FR fmiddotlO rieport may be submitted in a hardcopy format or via the FR Y-10 Online application middot httpsylOonlinefederalreservegov

bull FDIC UNINUM Office Number and ID_RSSD columns are for reference only Verification of these values Is not required

- Effecdw Ote Branch Service Type Bnnch ID Rssobull Popular Name Street Address City NATIONAL BANK amp TRUST COMPANY Of

OK Fun servlCI (Head Offitt) 53045 SYCAMORE THE 230 WEST STATE STREET SYCAMORE

OK Full Service 3310232 2290 SYCAMORE ROAD OfFICE 2290 SYCAMORE ROAD DEKALB

OK Full lce 3735255 BANCO NBampT BRANCH 1029 PLEASANT STREET DEKALB

OK Fullservice 354132 NSampT SQUARE BRANCH 130 WEST LINCOLN HIGHWAY DEKAlB

OK Full Service 3735246 ELBURN BRANCH 930 NORTH MAJN STREET ELBURN

OK Full Service 3310241 GENOA BRANCH 601 PEARSON DRIVE GfNOA

OK Full service 2192507 200 NORTH MAIN STREET OfFICE 200 NORTH MAIN STREET UtANO

OK full Service 4394873 SANDWlCH BRANCH 321 E OIURCH STREET SANDWlCH

OK Fullice 2D8577S SERENA BRANCH US HIGHWAY 52 SOMONAUK ROAD SERENA

OK Full Service 2431457 1425 DEKAl8 AVENUE BRANCH 1425 DEKALB AVENUE SYCAMORE

St1te

IL

IL

IL

IL

IL

IL

IL

IL

IL

IL

Zip Code Countv

60178 DEKALB

60US DEKALB

60115 DEKALB

60U5 DEKALB

60119 KANE

60135 DEKALB

60531 IASAllE

60548 DEKALB

60549 LA SAUE

60178 DEKALB

Country FDIC UNINUMbull Office Numberbull Hbullad Office Head Office ID_RSSD Comments

NATIONAL BANK amp TRUST COMPANY Of

UNITED STATES 6414 0 SYCAMORE THE 534345 NATIONAL BANK amp TRUST COMPANY OF

UNITED STATES 221714 2 SYCAMORE THE 534345 NATIONAL BANK amp TRUST COMPANY Of

UNITpound0 STATES 475977 9 SYCAMORE THE 534345

NATIONAL BANK amp TRUST COMPANY OF

UNITED STATES 10484 5 SYCAMORE THE 534345 NATIONAL BANK amp TRUST COMPANY OF

UNITED SfATES 475976 8 SYCAMORE THE 534345

NATIONAL BANK amp TRUST COMPANY OF

UNITED STATES 424666 4 SYCAMORE THE 534345 NATIONAL BANK amp TRUST COMPANY OF

UNITED STATES 237859 7 SYCAMOftE THE 534345 NATIONAL BANK amp TRUST COMPANY Of

UNITED STAttS 530108 10 SYCAMORE THE 534345 NATIONAL BANK amp TRUST COMPANY Of

UNITED STATES 2318S8 6 SYCAMORE THE 534345 NATIONAL BANK amp TRUST COMPANY OF

UN ITED STATES 264332 1 SYCAMORE THE 534345

Re ort Item 3 Securities Holders

FR Y-6

NI Bancshares Corporation

Sycamore IL

Fiscal Year Ending December 3 1 201 4

Current Securities Holders with ownership control or holdings of 5 or more with power to vote as-of fiscal year end

Securities Holders not listed in 3(1 )(a) through (3)(1 )(c) that had

ownership control or holdings of 5 or more with power to vote

during the fiscal year

(1 )(a)

Name amp Address (City

State Country)

James W Dutton

Tulsa OK USA

Jane Danielson

Freeport ME USA

Anne Pick

St Paul MN USA

(1 )(b)

Country of

Citizenship or

Incorporation

USA

USA

USA

(1 )(c) Number and

Percentage of Each

Class of Voting

Securities

62324 shares 594

84563 shares 806

88480 shares 843

(2)(a) (2)(b)

Country of

Name amp Address Citizenship or

(City State Country) Incorporation

(2)(c) Number and

Percentage of Each

Class of Voting

Securities

FA Y--6

NI Bancshares Corporation Sycamore ll

Ascal Year Ending December 311 2014

(1) (2) (3)(bull) (3)(b) (3)(o) (4)(bull) (4)(b) (4)(o) Percentage of List names of other companies

Percentage of Voting Securities Includeamp partnerships) If 25 or more Voting Securities ln Subsidiaries of voting securftles are held (list

Names amp Address Principal Occupation II other than Title amp Position with Title amp Position with Subsidiaries Title amp Position with Other Businesses Jn Holding (Include names names ol companies and percentage of

(City State Country) with Holding Company Holding Company (Include names of subsidiaries) (Include names ol other businesses) Company of subsidiaries) voting securltles held)

Michael A Cullen NIA Director President amp CEO Director President amp CEO NIA 018 None NIA Sycamore IL USA The National Bank amp Trust

Company of Sycamore

Richard N Anderson President - Anderson Director Director President 159 None Anderson Funeral Home Ltd (100) DeKalb JL USA Funeral Home Ltd The Natrona[ Bank amp Trust Anderson Funeral Home Ltd

Company of Sycamore

John H Boles NIA Director Retired Trust Officer NIA 149 None NIA Sycamore IL USA The National Bank amp Trust

Company of Sycamore

Evelina J Cichy Retired Vice President of Instruction Director Director NA 015 None NIA DeKalb IL USA Klshwaukee College The Natrona Bank amp Trust

Company of Sycamore

James W Dutton CFO Macrosolva lnc Chairman of the Board Chairman of the Board CFO Macrosolve lnc 594 None NIA Tulsa OK USA The Natonal Bank amp Trust

Company of Sycamore

Robert B Johnson Partner - Johnson Farms Director Director Partner 063 None Johnson Farms (40) DeKalb IL USA The National Bank amp Trust Johnson Farms

Company of Sycamore

Robert C Johnson NIA Director Director NIA 034 None NIA DeKalb IL USA The National Bank amp Trust

Company of Sycamore

Kevin P Poorten President amp CEO - Kish Health Syse Director Director NA 005 None NIA DeKalb IL USA The National Bank amp Trust

Company of Sycamore

Douglas C Roberts Private Investor Director Director PresidentmiddotZea mays Holdings LLC 382 None Zea mays Holdngs LLC (100) Sycamore IL USA The National Bank amp Trust

Company of Sycamore

Tmothy P Suter President amp CEO - Suter Company Director Director NA 002 None NIA Sycamore IL USA The Natlonal Bank amp Trust

Company of Sycamore

Report lem 4 Insiders -PAGE 2 of 2

Tami Armstrong NIA NIA VP Brand amp Marketng NIA 0005 None NIA Sycamore IL USA The Natonal Bank amp Trust

Company of Sycamore

Bradley V Brown NIA NIA SVP Consumer Banking NIA 0004 None NIA DeKalb IL USA The Natlonal Bank amp Trust

Company of Sy9amore

Michelle Carlson NIA NIA VP Operallons NIA 0004 None NIA SuQar Grove IL USA The National Bank amp Trust

Company of Sycamore

Sa_111antha J Dalley NIA NIA VP Human Resources NIA 0003 None NIA Sycamore IL USA The National Bank amp Trust

Company of Sycamore

James Dombek NIA NIA VP Personal Trust Manager NIA 0002 None NIA Sycamore IL USA The National Bank amp Trust

Company of Sycamore

Michael Hawley Geneva IL USA NIA NIA Sr VP Sr Commercial Loan Officer NIA 0005 None NIA

The Natfonal Bank amp Trust Company of Sycamore

Charles C Kaiser NIA NIA Sr VP Senior Lending Officer NIA 0007 None NIA Sycamore IL USA The National Bank amp Trust

Company of Sycamore

Karen Kupper NIA NIA SVP Chief Credit Offcer NIA 0003 None NIA Hinkley IL USA The Natonal Bank amp Trust

Company of Sycamore

Davld N McCoy NIA Treasurer SVP Chief Flnanclitl Officer NIA 0006 None NIA South Elgin IL USA The Natlonal Bank amp Trust

Company of Sycamore

Mark ODell NIA NIA VP Sr Residentlal loan Officer NIA 0000 None NIA Aurora IL USA The National Bank amp Trust

Company of Sycamore

A David VanBuren NIA NIA SVP Trust amp Investments NIA 0005 None NIA Sycamore IL USA The National Bank amp Trust

Company of Sycamore

  • FR Y-6 Cover Page
  • Report Item 1 Annual Report to Shareholders
  • Report Item 2a Organization Chart
  • Report Item 2b Domestic Branch Listing
  • Report Item 3 Securities Holders
  • Report Item 4 Insiders
Page 38: Annual Report of Holding Companies-FR Y-6/media/others/banking/...consistent and deliberate in implementing our strategic initiatives. In addition to our loan growth, our trust assets

Notes to Consolidated Financial Statements

XVI Accumul ated Comprehensive Income (Loss)

The components of accumulated other comprehensive income loss) included in stockholders equity are as follows (Dollars in thousands)

Net unrealized gains (Joss) on available for sale securities Tax effect Net-of-tax amount

20 1 4

$ 766 (260)

$ 506

2013

$ (871) 296

$ (575)

Amounts reclassified from accumulated other comprehensive income and the affected line items in the statements of income during the years ended December 31 were as follows

Affected line item in 20 1 4 2013 2012 the statements of

income

Net realized gains of Unrealized gains on securities available for sale $ 368 $ 434 $ 2084 sales of available for-sale

securities

Tax effect (1 26) (i 48) (709) Income taxes Total reclassification out of accumulated other comprehensive income $ 242 $ 286 $ 1 375 Net reclassified

amount

XVII Goodwill and Acquired Intangible Assets

The Corporations goodwill and intangible assets are as follows There was no Impairment of goodwill or intangible assets in 2014 or 2013 (Dollars in thousands)

20 1 4 2013

Goodwill $ 3265 $ 3265 Core deposit intangibles $ 1 805 $ 1 805 Non-compete agreement 375 375 Intangible assets 21 80 2 180 Less accumulated amortization 2 180 2090

Total intangible assets $ $ 90

Aggregate amortization expense for years ended December 31 2014 201 3 and 201 2 was $90 $181 and $1 80 thousand respectively

XVI II Subsequent Events

Management evaluated subsequent events through February 27 201 5 the date the consolidated financial statements were available to be issued Events or transactions occurring after December 31 2014 but prior to February 27 2015 that provided additional evidence about conditions that existed at December 31 2014 have been recognized in the consolidated financial statements for the year ended December 31 2014 Events or transactions that provided evidence about conditions that did not exist at December 31 201 4 but arose before the consolidated financial statements were available to be issued have not been recognized in the consolidated financial statements for the year ended December 31 2014

This information is an Integral part of the accompanying consolidated financial statements

Independent Auditors Report

CPAs amp Advisors

Board of Directors

NI Bancshares Corporation

Sycamore Illinois

We have audited the accompanying consolidated financial statements of NI Bancshares Corporation which comprise

the consolidated balance sheets as of December 3 1 2014 and 2013 and the related consolidated statements of income

comprehensive income (loss) stockholders equity and cash flows for the years ended December 3 1 2014 2013 and 2012 and the related notes to the consolidated financial statements

Managements Responsibility for the Financial Statements

Management is responsible for the preparation and fair presentation of these consolidated financial statements in accordance

with accounting principles generally accepted in the United States of America this includes the design implementation and

maintenance of internal control relevant to the preparation and fair presentation of consolidated financial statements that are

free from material misstatement whether due to fraud or error

Auditors Responsibility

Our responsibility is to express an opinion on these consolidated financial statements based on our audits We conducted our

audits in accordance with auditing standards generally accepted in the United States of America Those standards require that

we plan and perform the audit to obtain reasonable assurance about whether the consolidated financial statements are free from material misstatement

An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the consolidated

financial statements The procedures selected depend on the auditors judgment including the assessment of the risks of material misstatement of the consolidated financial statements whether due to fraud or error In making those risk

assessments the auditor considers internal control relevant to the Corporations preparation and fair presentation of the

consolidated financial statements in order to design audit procedures that are appropriate in the circumstances but not for

the purpose of expressing an opinion on the effectiveness of the Corporations internal control Accordingly we express no

such opinion An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of

significant accounting estimates made by management as well as evaluating the overall presentation of the consolidated

financial statements

We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion

Opinion In our opinion the consolidated financial statements referred to above present fairly in all material respects the financial position of NI Bancshares Corporation as of December 3 1 2014 and 2013 and the results of its operations and cash flows

for the years ended December 3 1 2014 2013 and 2012 in accordance with accounting principles generally accepted in the United States of America

Decatur Illinois February 27 2015

PRESID ENT I CEO Michael A Cullen

BUSI NESS BANKING Charles C Kaiser Senior Vice President - Business Banking

Michael A Hawley Senior Vice President - Senior Commercial Loan Officer

Grant M Goltz Vice President - Commercial Loan Officer

Lucas G Goucher Vice President - Commercial Loan Officer

Nicholas D Lee Vlce President - Commercial Loan Officer

Robert W Mason Vice President - Commercial Loan Officer

Timothy J Meyer Vice President - Commercial Loan Officer

Sheela Prahlad Vice President - Commercial Loan Officer

CREDIT D EPARTMENT

Karen A Kuppler Senior Vice President - Chief Credit Officer

Gerald W Brantner Vice President - Senior Collector

CONSUM ER BANKING RESIDENTIAL LENDING ORIGINATION

Mark R ODell Vice President - Senior Retail Loan Officer

CONS U M ER BANKING Bradley V Brown Senior Vice President - Consumer Banking (Security Officer)

Terrence M Duffy Senior Vice President - Consumer Banking Division Manager

Ishmael M McGhee Vice President - Consumer Banking Division Manager

Frank P Turza Vice President - Consumer Banking Division Manager

Directory of NBamp T

TRUST D EPARTMENT R David Van Buren Senior Vice President - Trust amp Investments

Stephen J Colianni Vice President -Trust Investment Officer

Stephen G Corcoran Vice President - Employee Benefits Manager

Karen J Daleo Vice President - Trust Tax Manager amp Assistant Secretary

James J Dombek Vice President - Personal Trust Manager amp Secretary

Kathryn J Johnson Vice President -Trust Administrator

Thomas M Sullivan Vice President - Trust Administrator

Carolyn S Swafford Vice President - Trust Administrator

FAR M SERVIC E DEPARTM ENT Scott R Pumroy Vice President - Farm Service Department Manager

OPERATIONS D EPARTMENT

Michelle R Carlson Vice President - Operations

Hien Van Do Vice President - Core Banking Systems Administrator

ACCOUNTING DEPARTM ENT David N McCoy Senior Vice President - Chief Financial Officer

BRAND amp MARKETING Tami J Armstrong Vice President - Brand amp Marketing

H U MAN RESOU RCES Samantha J Dailey Vice President - Human Resources

AUDITING DEPARTMENT Sarah M Taylor Vice President - Internal Audit

EXHIBIT 2A

NI BANCSHARES CORPORATIONS ORGANIZATIONAL CHART

NI BANCSHARES CORPORATIO N

230 W STATE ST SYCAMORE IL 601 78

State of Incorporation = Delaware

1 00

THE NATIONAL BAN K amp TRUST COMPANY OF SYCAMORE

230 W STATE ST SYCAMOR_E IL 601 78

hsults A list of branches for your depostorv nstftution NATIONAL BANK amp TRUST COMPANY OF SYCAMOftE THE (ID_RSSO 534345)

This depository fnstltutlon fs held by NI BANCSHARES CORPORATION (1827893) of SYCAMORE IL

The data are as of 12312014 Data reflects Information that was received and procMsed through 01072JJ1S

Reconciliation and YerfCtton Steps

1 In the Data Action column of each brmch row enter one or more of the actions specifild hilow 2 If required enter the date In the Effective te column

Actions

OK If the branch Information Is COfTect enter OK in the Data Action column

Chan1e If the branch Information Is incorrlCt or Incomplete revrse the data enter Change In the Data Action column and the date when this lnformaUon first beame valid Jn the Etfedive Oatbull column

Cose If a branch llsted was sold or closed enter dose In the Data Action column and thl ule or closure date In the Effective Date column Delete If a branch listed was never owned by th(s depository Institution enter Delltl In thl Oatbull Action column

Add lfa reportable branch Is missing Insert a row add the branch data and enter Add in thl Data Action column and the opening or acquisition date In the Effective Date laquo)lumn

If printing this lrst you may need to adjust your page setup in MS Excel Try uslng landscape orientation p1ae scaling andor liegal sl1ed pa pier

Submission Procedure

When you a finiihed send a savied copy to your FRB contact See the det1iled lmtructions on this site for more Information

If vou are ie-malllng this to your FRB contAct put your Institution name dtyand state In thie subjtct line of the e-mail

Note To satisfy the FR YmiddotlO portln1 rirements you must also submit FR Ymiddot10 Oomes-tic Branch Schedules for each bninch with a Ot Attlon of nae Close Deletl or Add

The FR fmiddotlO rieport may be submitted in a hardcopy format or via the FR Y-10 Online application middot httpsylOonlinefederalreservegov

bull FDIC UNINUM Office Number and ID_RSSD columns are for reference only Verification of these values Is not required

- Effecdw Ote Branch Service Type Bnnch ID Rssobull Popular Name Street Address City NATIONAL BANK amp TRUST COMPANY Of

OK Fun servlCI (Head Offitt) 53045 SYCAMORE THE 230 WEST STATE STREET SYCAMORE

OK Full Service 3310232 2290 SYCAMORE ROAD OfFICE 2290 SYCAMORE ROAD DEKALB

OK Full lce 3735255 BANCO NBampT BRANCH 1029 PLEASANT STREET DEKALB

OK Fullservice 354132 NSampT SQUARE BRANCH 130 WEST LINCOLN HIGHWAY DEKAlB

OK Full Service 3735246 ELBURN BRANCH 930 NORTH MAJN STREET ELBURN

OK Full Service 3310241 GENOA BRANCH 601 PEARSON DRIVE GfNOA

OK Full service 2192507 200 NORTH MAIN STREET OfFICE 200 NORTH MAIN STREET UtANO

OK full Service 4394873 SANDWlCH BRANCH 321 E OIURCH STREET SANDWlCH

OK Fullice 2D8577S SERENA BRANCH US HIGHWAY 52 SOMONAUK ROAD SERENA

OK Full Service 2431457 1425 DEKAl8 AVENUE BRANCH 1425 DEKALB AVENUE SYCAMORE

St1te

IL

IL

IL

IL

IL

IL

IL

IL

IL

IL

Zip Code Countv

60178 DEKALB

60US DEKALB

60115 DEKALB

60U5 DEKALB

60119 KANE

60135 DEKALB

60531 IASAllE

60548 DEKALB

60549 LA SAUE

60178 DEKALB

Country FDIC UNINUMbull Office Numberbull Hbullad Office Head Office ID_RSSD Comments

NATIONAL BANK amp TRUST COMPANY Of

UNITED STATES 6414 0 SYCAMORE THE 534345 NATIONAL BANK amp TRUST COMPANY OF

UNITED STATES 221714 2 SYCAMORE THE 534345 NATIONAL BANK amp TRUST COMPANY Of

UNITpound0 STATES 475977 9 SYCAMORE THE 534345

NATIONAL BANK amp TRUST COMPANY OF

UNITED STATES 10484 5 SYCAMORE THE 534345 NATIONAL BANK amp TRUST COMPANY OF

UNITED SfATES 475976 8 SYCAMORE THE 534345

NATIONAL BANK amp TRUST COMPANY OF

UNITED STATES 424666 4 SYCAMORE THE 534345 NATIONAL BANK amp TRUST COMPANY OF

UNITED STATES 237859 7 SYCAMOftE THE 534345 NATIONAL BANK amp TRUST COMPANY Of

UNITED STAttS 530108 10 SYCAMORE THE 534345 NATIONAL BANK amp TRUST COMPANY Of

UNITED STATES 2318S8 6 SYCAMORE THE 534345 NATIONAL BANK amp TRUST COMPANY OF

UN ITED STATES 264332 1 SYCAMORE THE 534345

Re ort Item 3 Securities Holders

FR Y-6

NI Bancshares Corporation

Sycamore IL

Fiscal Year Ending December 3 1 201 4

Current Securities Holders with ownership control or holdings of 5 or more with power to vote as-of fiscal year end

Securities Holders not listed in 3(1 )(a) through (3)(1 )(c) that had

ownership control or holdings of 5 or more with power to vote

during the fiscal year

(1 )(a)

Name amp Address (City

State Country)

James W Dutton

Tulsa OK USA

Jane Danielson

Freeport ME USA

Anne Pick

St Paul MN USA

(1 )(b)

Country of

Citizenship or

Incorporation

USA

USA

USA

(1 )(c) Number and

Percentage of Each

Class of Voting

Securities

62324 shares 594

84563 shares 806

88480 shares 843

(2)(a) (2)(b)

Country of

Name amp Address Citizenship or

(City State Country) Incorporation

(2)(c) Number and

Percentage of Each

Class of Voting

Securities

FA Y--6

NI Bancshares Corporation Sycamore ll

Ascal Year Ending December 311 2014

(1) (2) (3)(bull) (3)(b) (3)(o) (4)(bull) (4)(b) (4)(o) Percentage of List names of other companies

Percentage of Voting Securities Includeamp partnerships) If 25 or more Voting Securities ln Subsidiaries of voting securftles are held (list

Names amp Address Principal Occupation II other than Title amp Position with Title amp Position with Subsidiaries Title amp Position with Other Businesses Jn Holding (Include names names ol companies and percentage of

(City State Country) with Holding Company Holding Company (Include names of subsidiaries) (Include names ol other businesses) Company of subsidiaries) voting securltles held)

Michael A Cullen NIA Director President amp CEO Director President amp CEO NIA 018 None NIA Sycamore IL USA The National Bank amp Trust

Company of Sycamore

Richard N Anderson President - Anderson Director Director President 159 None Anderson Funeral Home Ltd (100) DeKalb JL USA Funeral Home Ltd The Natrona[ Bank amp Trust Anderson Funeral Home Ltd

Company of Sycamore

John H Boles NIA Director Retired Trust Officer NIA 149 None NIA Sycamore IL USA The National Bank amp Trust

Company of Sycamore

Evelina J Cichy Retired Vice President of Instruction Director Director NA 015 None NIA DeKalb IL USA Klshwaukee College The Natrona Bank amp Trust

Company of Sycamore

James W Dutton CFO Macrosolva lnc Chairman of the Board Chairman of the Board CFO Macrosolve lnc 594 None NIA Tulsa OK USA The Natonal Bank amp Trust

Company of Sycamore

Robert B Johnson Partner - Johnson Farms Director Director Partner 063 None Johnson Farms (40) DeKalb IL USA The National Bank amp Trust Johnson Farms

Company of Sycamore

Robert C Johnson NIA Director Director NIA 034 None NIA DeKalb IL USA The National Bank amp Trust

Company of Sycamore

Kevin P Poorten President amp CEO - Kish Health Syse Director Director NA 005 None NIA DeKalb IL USA The National Bank amp Trust

Company of Sycamore

Douglas C Roberts Private Investor Director Director PresidentmiddotZea mays Holdings LLC 382 None Zea mays Holdngs LLC (100) Sycamore IL USA The National Bank amp Trust

Company of Sycamore

Tmothy P Suter President amp CEO - Suter Company Director Director NA 002 None NIA Sycamore IL USA The Natlonal Bank amp Trust

Company of Sycamore

Report lem 4 Insiders -PAGE 2 of 2

Tami Armstrong NIA NIA VP Brand amp Marketng NIA 0005 None NIA Sycamore IL USA The Natonal Bank amp Trust

Company of Sycamore

Bradley V Brown NIA NIA SVP Consumer Banking NIA 0004 None NIA DeKalb IL USA The Natlonal Bank amp Trust

Company of Sy9amore

Michelle Carlson NIA NIA VP Operallons NIA 0004 None NIA SuQar Grove IL USA The National Bank amp Trust

Company of Sycamore

Sa_111antha J Dalley NIA NIA VP Human Resources NIA 0003 None NIA Sycamore IL USA The National Bank amp Trust

Company of Sycamore

James Dombek NIA NIA VP Personal Trust Manager NIA 0002 None NIA Sycamore IL USA The National Bank amp Trust

Company of Sycamore

Michael Hawley Geneva IL USA NIA NIA Sr VP Sr Commercial Loan Officer NIA 0005 None NIA

The Natfonal Bank amp Trust Company of Sycamore

Charles C Kaiser NIA NIA Sr VP Senior Lending Officer NIA 0007 None NIA Sycamore IL USA The National Bank amp Trust

Company of Sycamore

Karen Kupper NIA NIA SVP Chief Credit Offcer NIA 0003 None NIA Hinkley IL USA The Natonal Bank amp Trust

Company of Sycamore

Davld N McCoy NIA Treasurer SVP Chief Flnanclitl Officer NIA 0006 None NIA South Elgin IL USA The Natlonal Bank amp Trust

Company of Sycamore

Mark ODell NIA NIA VP Sr Residentlal loan Officer NIA 0000 None NIA Aurora IL USA The National Bank amp Trust

Company of Sycamore

A David VanBuren NIA NIA SVP Trust amp Investments NIA 0005 None NIA Sycamore IL USA The National Bank amp Trust

Company of Sycamore

  • FR Y-6 Cover Page
  • Report Item 1 Annual Report to Shareholders
  • Report Item 2a Organization Chart
  • Report Item 2b Domestic Branch Listing
  • Report Item 3 Securities Holders
  • Report Item 4 Insiders
Page 39: Annual Report of Holding Companies-FR Y-6/media/others/banking/...consistent and deliberate in implementing our strategic initiatives. In addition to our loan growth, our trust assets

Independent Auditors Report

CPAs amp Advisors

Board of Directors

NI Bancshares Corporation

Sycamore Illinois

We have audited the accompanying consolidated financial statements of NI Bancshares Corporation which comprise

the consolidated balance sheets as of December 3 1 2014 and 2013 and the related consolidated statements of income

comprehensive income (loss) stockholders equity and cash flows for the years ended December 3 1 2014 2013 and 2012 and the related notes to the consolidated financial statements

Managements Responsibility for the Financial Statements

Management is responsible for the preparation and fair presentation of these consolidated financial statements in accordance

with accounting principles generally accepted in the United States of America this includes the design implementation and

maintenance of internal control relevant to the preparation and fair presentation of consolidated financial statements that are

free from material misstatement whether due to fraud or error

Auditors Responsibility

Our responsibility is to express an opinion on these consolidated financial statements based on our audits We conducted our

audits in accordance with auditing standards generally accepted in the United States of America Those standards require that

we plan and perform the audit to obtain reasonable assurance about whether the consolidated financial statements are free from material misstatement

An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the consolidated

financial statements The procedures selected depend on the auditors judgment including the assessment of the risks of material misstatement of the consolidated financial statements whether due to fraud or error In making those risk

assessments the auditor considers internal control relevant to the Corporations preparation and fair presentation of the

consolidated financial statements in order to design audit procedures that are appropriate in the circumstances but not for

the purpose of expressing an opinion on the effectiveness of the Corporations internal control Accordingly we express no

such opinion An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of

significant accounting estimates made by management as well as evaluating the overall presentation of the consolidated

financial statements

We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion

Opinion In our opinion the consolidated financial statements referred to above present fairly in all material respects the financial position of NI Bancshares Corporation as of December 3 1 2014 and 2013 and the results of its operations and cash flows

for the years ended December 3 1 2014 2013 and 2012 in accordance with accounting principles generally accepted in the United States of America

Decatur Illinois February 27 2015

PRESID ENT I CEO Michael A Cullen

BUSI NESS BANKING Charles C Kaiser Senior Vice President - Business Banking

Michael A Hawley Senior Vice President - Senior Commercial Loan Officer

Grant M Goltz Vice President - Commercial Loan Officer

Lucas G Goucher Vice President - Commercial Loan Officer

Nicholas D Lee Vlce President - Commercial Loan Officer

Robert W Mason Vice President - Commercial Loan Officer

Timothy J Meyer Vice President - Commercial Loan Officer

Sheela Prahlad Vice President - Commercial Loan Officer

CREDIT D EPARTMENT

Karen A Kuppler Senior Vice President - Chief Credit Officer

Gerald W Brantner Vice President - Senior Collector

CONSUM ER BANKING RESIDENTIAL LENDING ORIGINATION

Mark R ODell Vice President - Senior Retail Loan Officer

CONS U M ER BANKING Bradley V Brown Senior Vice President - Consumer Banking (Security Officer)

Terrence M Duffy Senior Vice President - Consumer Banking Division Manager

Ishmael M McGhee Vice President - Consumer Banking Division Manager

Frank P Turza Vice President - Consumer Banking Division Manager

Directory of NBamp T

TRUST D EPARTMENT R David Van Buren Senior Vice President - Trust amp Investments

Stephen J Colianni Vice President -Trust Investment Officer

Stephen G Corcoran Vice President - Employee Benefits Manager

Karen J Daleo Vice President - Trust Tax Manager amp Assistant Secretary

James J Dombek Vice President - Personal Trust Manager amp Secretary

Kathryn J Johnson Vice President -Trust Administrator

Thomas M Sullivan Vice President - Trust Administrator

Carolyn S Swafford Vice President - Trust Administrator

FAR M SERVIC E DEPARTM ENT Scott R Pumroy Vice President - Farm Service Department Manager

OPERATIONS D EPARTMENT

Michelle R Carlson Vice President - Operations

Hien Van Do Vice President - Core Banking Systems Administrator

ACCOUNTING DEPARTM ENT David N McCoy Senior Vice President - Chief Financial Officer

BRAND amp MARKETING Tami J Armstrong Vice President - Brand amp Marketing

H U MAN RESOU RCES Samantha J Dailey Vice President - Human Resources

AUDITING DEPARTMENT Sarah M Taylor Vice President - Internal Audit

EXHIBIT 2A

NI BANCSHARES CORPORATIONS ORGANIZATIONAL CHART

NI BANCSHARES CORPORATIO N

230 W STATE ST SYCAMORE IL 601 78

State of Incorporation = Delaware

1 00

THE NATIONAL BAN K amp TRUST COMPANY OF SYCAMORE

230 W STATE ST SYCAMOR_E IL 601 78

hsults A list of branches for your depostorv nstftution NATIONAL BANK amp TRUST COMPANY OF SYCAMOftE THE (ID_RSSO 534345)

This depository fnstltutlon fs held by NI BANCSHARES CORPORATION (1827893) of SYCAMORE IL

The data are as of 12312014 Data reflects Information that was received and procMsed through 01072JJ1S

Reconciliation and YerfCtton Steps

1 In the Data Action column of each brmch row enter one or more of the actions specifild hilow 2 If required enter the date In the Effective te column

Actions

OK If the branch Information Is COfTect enter OK in the Data Action column

Chan1e If the branch Information Is incorrlCt or Incomplete revrse the data enter Change In the Data Action column and the date when this lnformaUon first beame valid Jn the Etfedive Oatbull column

Cose If a branch llsted was sold or closed enter dose In the Data Action column and thl ule or closure date In the Effective Date column Delete If a branch listed was never owned by th(s depository Institution enter Delltl In thl Oatbull Action column

Add lfa reportable branch Is missing Insert a row add the branch data and enter Add in thl Data Action column and the opening or acquisition date In the Effective Date laquo)lumn

If printing this lrst you may need to adjust your page setup in MS Excel Try uslng landscape orientation p1ae scaling andor liegal sl1ed pa pier

Submission Procedure

When you a finiihed send a savied copy to your FRB contact See the det1iled lmtructions on this site for more Information

If vou are ie-malllng this to your FRB contAct put your Institution name dtyand state In thie subjtct line of the e-mail

Note To satisfy the FR YmiddotlO portln1 rirements you must also submit FR Ymiddot10 Oomes-tic Branch Schedules for each bninch with a Ot Attlon of nae Close Deletl or Add

The FR fmiddotlO rieport may be submitted in a hardcopy format or via the FR Y-10 Online application middot httpsylOonlinefederalreservegov

bull FDIC UNINUM Office Number and ID_RSSD columns are for reference only Verification of these values Is not required

- Effecdw Ote Branch Service Type Bnnch ID Rssobull Popular Name Street Address City NATIONAL BANK amp TRUST COMPANY Of

OK Fun servlCI (Head Offitt) 53045 SYCAMORE THE 230 WEST STATE STREET SYCAMORE

OK Full Service 3310232 2290 SYCAMORE ROAD OfFICE 2290 SYCAMORE ROAD DEKALB

OK Full lce 3735255 BANCO NBampT BRANCH 1029 PLEASANT STREET DEKALB

OK Fullservice 354132 NSampT SQUARE BRANCH 130 WEST LINCOLN HIGHWAY DEKAlB

OK Full Service 3735246 ELBURN BRANCH 930 NORTH MAJN STREET ELBURN

OK Full Service 3310241 GENOA BRANCH 601 PEARSON DRIVE GfNOA

OK Full service 2192507 200 NORTH MAIN STREET OfFICE 200 NORTH MAIN STREET UtANO

OK full Service 4394873 SANDWlCH BRANCH 321 E OIURCH STREET SANDWlCH

OK Fullice 2D8577S SERENA BRANCH US HIGHWAY 52 SOMONAUK ROAD SERENA

OK Full Service 2431457 1425 DEKAl8 AVENUE BRANCH 1425 DEKALB AVENUE SYCAMORE

St1te

IL

IL

IL

IL

IL

IL

IL

IL

IL

IL

Zip Code Countv

60178 DEKALB

60US DEKALB

60115 DEKALB

60U5 DEKALB

60119 KANE

60135 DEKALB

60531 IASAllE

60548 DEKALB

60549 LA SAUE

60178 DEKALB

Country FDIC UNINUMbull Office Numberbull Hbullad Office Head Office ID_RSSD Comments

NATIONAL BANK amp TRUST COMPANY Of

UNITED STATES 6414 0 SYCAMORE THE 534345 NATIONAL BANK amp TRUST COMPANY OF

UNITED STATES 221714 2 SYCAMORE THE 534345 NATIONAL BANK amp TRUST COMPANY Of

UNITpound0 STATES 475977 9 SYCAMORE THE 534345

NATIONAL BANK amp TRUST COMPANY OF

UNITED STATES 10484 5 SYCAMORE THE 534345 NATIONAL BANK amp TRUST COMPANY OF

UNITED SfATES 475976 8 SYCAMORE THE 534345

NATIONAL BANK amp TRUST COMPANY OF

UNITED STATES 424666 4 SYCAMORE THE 534345 NATIONAL BANK amp TRUST COMPANY OF

UNITED STATES 237859 7 SYCAMOftE THE 534345 NATIONAL BANK amp TRUST COMPANY Of

UNITED STAttS 530108 10 SYCAMORE THE 534345 NATIONAL BANK amp TRUST COMPANY Of

UNITED STATES 2318S8 6 SYCAMORE THE 534345 NATIONAL BANK amp TRUST COMPANY OF

UN ITED STATES 264332 1 SYCAMORE THE 534345

Re ort Item 3 Securities Holders

FR Y-6

NI Bancshares Corporation

Sycamore IL

Fiscal Year Ending December 3 1 201 4

Current Securities Holders with ownership control or holdings of 5 or more with power to vote as-of fiscal year end

Securities Holders not listed in 3(1 )(a) through (3)(1 )(c) that had

ownership control or holdings of 5 or more with power to vote

during the fiscal year

(1 )(a)

Name amp Address (City

State Country)

James W Dutton

Tulsa OK USA

Jane Danielson

Freeport ME USA

Anne Pick

St Paul MN USA

(1 )(b)

Country of

Citizenship or

Incorporation

USA

USA

USA

(1 )(c) Number and

Percentage of Each

Class of Voting

Securities

62324 shares 594

84563 shares 806

88480 shares 843

(2)(a) (2)(b)

Country of

Name amp Address Citizenship or

(City State Country) Incorporation

(2)(c) Number and

Percentage of Each

Class of Voting

Securities

FA Y--6

NI Bancshares Corporation Sycamore ll

Ascal Year Ending December 311 2014

(1) (2) (3)(bull) (3)(b) (3)(o) (4)(bull) (4)(b) (4)(o) Percentage of List names of other companies

Percentage of Voting Securities Includeamp partnerships) If 25 or more Voting Securities ln Subsidiaries of voting securftles are held (list

Names amp Address Principal Occupation II other than Title amp Position with Title amp Position with Subsidiaries Title amp Position with Other Businesses Jn Holding (Include names names ol companies and percentage of

(City State Country) with Holding Company Holding Company (Include names of subsidiaries) (Include names ol other businesses) Company of subsidiaries) voting securltles held)

Michael A Cullen NIA Director President amp CEO Director President amp CEO NIA 018 None NIA Sycamore IL USA The National Bank amp Trust

Company of Sycamore

Richard N Anderson President - Anderson Director Director President 159 None Anderson Funeral Home Ltd (100) DeKalb JL USA Funeral Home Ltd The Natrona[ Bank amp Trust Anderson Funeral Home Ltd

Company of Sycamore

John H Boles NIA Director Retired Trust Officer NIA 149 None NIA Sycamore IL USA The National Bank amp Trust

Company of Sycamore

Evelina J Cichy Retired Vice President of Instruction Director Director NA 015 None NIA DeKalb IL USA Klshwaukee College The Natrona Bank amp Trust

Company of Sycamore

James W Dutton CFO Macrosolva lnc Chairman of the Board Chairman of the Board CFO Macrosolve lnc 594 None NIA Tulsa OK USA The Natonal Bank amp Trust

Company of Sycamore

Robert B Johnson Partner - Johnson Farms Director Director Partner 063 None Johnson Farms (40) DeKalb IL USA The National Bank amp Trust Johnson Farms

Company of Sycamore

Robert C Johnson NIA Director Director NIA 034 None NIA DeKalb IL USA The National Bank amp Trust

Company of Sycamore

Kevin P Poorten President amp CEO - Kish Health Syse Director Director NA 005 None NIA DeKalb IL USA The National Bank amp Trust

Company of Sycamore

Douglas C Roberts Private Investor Director Director PresidentmiddotZea mays Holdings LLC 382 None Zea mays Holdngs LLC (100) Sycamore IL USA The National Bank amp Trust

Company of Sycamore

Tmothy P Suter President amp CEO - Suter Company Director Director NA 002 None NIA Sycamore IL USA The Natlonal Bank amp Trust

Company of Sycamore

Report lem 4 Insiders -PAGE 2 of 2

Tami Armstrong NIA NIA VP Brand amp Marketng NIA 0005 None NIA Sycamore IL USA The Natonal Bank amp Trust

Company of Sycamore

Bradley V Brown NIA NIA SVP Consumer Banking NIA 0004 None NIA DeKalb IL USA The Natlonal Bank amp Trust

Company of Sy9amore

Michelle Carlson NIA NIA VP Operallons NIA 0004 None NIA SuQar Grove IL USA The National Bank amp Trust

Company of Sycamore

Sa_111antha J Dalley NIA NIA VP Human Resources NIA 0003 None NIA Sycamore IL USA The National Bank amp Trust

Company of Sycamore

James Dombek NIA NIA VP Personal Trust Manager NIA 0002 None NIA Sycamore IL USA The National Bank amp Trust

Company of Sycamore

Michael Hawley Geneva IL USA NIA NIA Sr VP Sr Commercial Loan Officer NIA 0005 None NIA

The Natfonal Bank amp Trust Company of Sycamore

Charles C Kaiser NIA NIA Sr VP Senior Lending Officer NIA 0007 None NIA Sycamore IL USA The National Bank amp Trust

Company of Sycamore

Karen Kupper NIA NIA SVP Chief Credit Offcer NIA 0003 None NIA Hinkley IL USA The Natonal Bank amp Trust

Company of Sycamore

Davld N McCoy NIA Treasurer SVP Chief Flnanclitl Officer NIA 0006 None NIA South Elgin IL USA The Natlonal Bank amp Trust

Company of Sycamore

Mark ODell NIA NIA VP Sr Residentlal loan Officer NIA 0000 None NIA Aurora IL USA The National Bank amp Trust

Company of Sycamore

A David VanBuren NIA NIA SVP Trust amp Investments NIA 0005 None NIA Sycamore IL USA The National Bank amp Trust

Company of Sycamore

  • FR Y-6 Cover Page
  • Report Item 1 Annual Report to Shareholders
  • Report Item 2a Organization Chart
  • Report Item 2b Domestic Branch Listing
  • Report Item 3 Securities Holders
  • Report Item 4 Insiders
Page 40: Annual Report of Holding Companies-FR Y-6/media/others/banking/...consistent and deliberate in implementing our strategic initiatives. In addition to our loan growth, our trust assets

PRESID ENT I CEO Michael A Cullen

BUSI NESS BANKING Charles C Kaiser Senior Vice President - Business Banking

Michael A Hawley Senior Vice President - Senior Commercial Loan Officer

Grant M Goltz Vice President - Commercial Loan Officer

Lucas G Goucher Vice President - Commercial Loan Officer

Nicholas D Lee Vlce President - Commercial Loan Officer

Robert W Mason Vice President - Commercial Loan Officer

Timothy J Meyer Vice President - Commercial Loan Officer

Sheela Prahlad Vice President - Commercial Loan Officer

CREDIT D EPARTMENT

Karen A Kuppler Senior Vice President - Chief Credit Officer

Gerald W Brantner Vice President - Senior Collector

CONSUM ER BANKING RESIDENTIAL LENDING ORIGINATION

Mark R ODell Vice President - Senior Retail Loan Officer

CONS U M ER BANKING Bradley V Brown Senior Vice President - Consumer Banking (Security Officer)

Terrence M Duffy Senior Vice President - Consumer Banking Division Manager

Ishmael M McGhee Vice President - Consumer Banking Division Manager

Frank P Turza Vice President - Consumer Banking Division Manager

Directory of NBamp T

TRUST D EPARTMENT R David Van Buren Senior Vice President - Trust amp Investments

Stephen J Colianni Vice President -Trust Investment Officer

Stephen G Corcoran Vice President - Employee Benefits Manager

Karen J Daleo Vice President - Trust Tax Manager amp Assistant Secretary

James J Dombek Vice President - Personal Trust Manager amp Secretary

Kathryn J Johnson Vice President -Trust Administrator

Thomas M Sullivan Vice President - Trust Administrator

Carolyn S Swafford Vice President - Trust Administrator

FAR M SERVIC E DEPARTM ENT Scott R Pumroy Vice President - Farm Service Department Manager

OPERATIONS D EPARTMENT

Michelle R Carlson Vice President - Operations

Hien Van Do Vice President - Core Banking Systems Administrator

ACCOUNTING DEPARTM ENT David N McCoy Senior Vice President - Chief Financial Officer

BRAND amp MARKETING Tami J Armstrong Vice President - Brand amp Marketing

H U MAN RESOU RCES Samantha J Dailey Vice President - Human Resources

AUDITING DEPARTMENT Sarah M Taylor Vice President - Internal Audit

EXHIBIT 2A

NI BANCSHARES CORPORATIONS ORGANIZATIONAL CHART

NI BANCSHARES CORPORATIO N

230 W STATE ST SYCAMORE IL 601 78

State of Incorporation = Delaware

1 00

THE NATIONAL BAN K amp TRUST COMPANY OF SYCAMORE

230 W STATE ST SYCAMOR_E IL 601 78

hsults A list of branches for your depostorv nstftution NATIONAL BANK amp TRUST COMPANY OF SYCAMOftE THE (ID_RSSO 534345)

This depository fnstltutlon fs held by NI BANCSHARES CORPORATION (1827893) of SYCAMORE IL

The data are as of 12312014 Data reflects Information that was received and procMsed through 01072JJ1S

Reconciliation and YerfCtton Steps

1 In the Data Action column of each brmch row enter one or more of the actions specifild hilow 2 If required enter the date In the Effective te column

Actions

OK If the branch Information Is COfTect enter OK in the Data Action column

Chan1e If the branch Information Is incorrlCt or Incomplete revrse the data enter Change In the Data Action column and the date when this lnformaUon first beame valid Jn the Etfedive Oatbull column

Cose If a branch llsted was sold or closed enter dose In the Data Action column and thl ule or closure date In the Effective Date column Delete If a branch listed was never owned by th(s depository Institution enter Delltl In thl Oatbull Action column

Add lfa reportable branch Is missing Insert a row add the branch data and enter Add in thl Data Action column and the opening or acquisition date In the Effective Date laquo)lumn

If printing this lrst you may need to adjust your page setup in MS Excel Try uslng landscape orientation p1ae scaling andor liegal sl1ed pa pier

Submission Procedure

When you a finiihed send a savied copy to your FRB contact See the det1iled lmtructions on this site for more Information

If vou are ie-malllng this to your FRB contAct put your Institution name dtyand state In thie subjtct line of the e-mail

Note To satisfy the FR YmiddotlO portln1 rirements you must also submit FR Ymiddot10 Oomes-tic Branch Schedules for each bninch with a Ot Attlon of nae Close Deletl or Add

The FR fmiddotlO rieport may be submitted in a hardcopy format or via the FR Y-10 Online application middot httpsylOonlinefederalreservegov

bull FDIC UNINUM Office Number and ID_RSSD columns are for reference only Verification of these values Is not required

- Effecdw Ote Branch Service Type Bnnch ID Rssobull Popular Name Street Address City NATIONAL BANK amp TRUST COMPANY Of

OK Fun servlCI (Head Offitt) 53045 SYCAMORE THE 230 WEST STATE STREET SYCAMORE

OK Full Service 3310232 2290 SYCAMORE ROAD OfFICE 2290 SYCAMORE ROAD DEKALB

OK Full lce 3735255 BANCO NBampT BRANCH 1029 PLEASANT STREET DEKALB

OK Fullservice 354132 NSampT SQUARE BRANCH 130 WEST LINCOLN HIGHWAY DEKAlB

OK Full Service 3735246 ELBURN BRANCH 930 NORTH MAJN STREET ELBURN

OK Full Service 3310241 GENOA BRANCH 601 PEARSON DRIVE GfNOA

OK Full service 2192507 200 NORTH MAIN STREET OfFICE 200 NORTH MAIN STREET UtANO

OK full Service 4394873 SANDWlCH BRANCH 321 E OIURCH STREET SANDWlCH

OK Fullice 2D8577S SERENA BRANCH US HIGHWAY 52 SOMONAUK ROAD SERENA

OK Full Service 2431457 1425 DEKAl8 AVENUE BRANCH 1425 DEKALB AVENUE SYCAMORE

St1te

IL

IL

IL

IL

IL

IL

IL

IL

IL

IL

Zip Code Countv

60178 DEKALB

60US DEKALB

60115 DEKALB

60U5 DEKALB

60119 KANE

60135 DEKALB

60531 IASAllE

60548 DEKALB

60549 LA SAUE

60178 DEKALB

Country FDIC UNINUMbull Office Numberbull Hbullad Office Head Office ID_RSSD Comments

NATIONAL BANK amp TRUST COMPANY Of

UNITED STATES 6414 0 SYCAMORE THE 534345 NATIONAL BANK amp TRUST COMPANY OF

UNITED STATES 221714 2 SYCAMORE THE 534345 NATIONAL BANK amp TRUST COMPANY Of

UNITpound0 STATES 475977 9 SYCAMORE THE 534345

NATIONAL BANK amp TRUST COMPANY OF

UNITED STATES 10484 5 SYCAMORE THE 534345 NATIONAL BANK amp TRUST COMPANY OF

UNITED SfATES 475976 8 SYCAMORE THE 534345

NATIONAL BANK amp TRUST COMPANY OF

UNITED STATES 424666 4 SYCAMORE THE 534345 NATIONAL BANK amp TRUST COMPANY OF

UNITED STATES 237859 7 SYCAMOftE THE 534345 NATIONAL BANK amp TRUST COMPANY Of

UNITED STAttS 530108 10 SYCAMORE THE 534345 NATIONAL BANK amp TRUST COMPANY Of

UNITED STATES 2318S8 6 SYCAMORE THE 534345 NATIONAL BANK amp TRUST COMPANY OF

UN ITED STATES 264332 1 SYCAMORE THE 534345

Re ort Item 3 Securities Holders

FR Y-6

NI Bancshares Corporation

Sycamore IL

Fiscal Year Ending December 3 1 201 4

Current Securities Holders with ownership control or holdings of 5 or more with power to vote as-of fiscal year end

Securities Holders not listed in 3(1 )(a) through (3)(1 )(c) that had

ownership control or holdings of 5 or more with power to vote

during the fiscal year

(1 )(a)

Name amp Address (City

State Country)

James W Dutton

Tulsa OK USA

Jane Danielson

Freeport ME USA

Anne Pick

St Paul MN USA

(1 )(b)

Country of

Citizenship or

Incorporation

USA

USA

USA

(1 )(c) Number and

Percentage of Each

Class of Voting

Securities

62324 shares 594

84563 shares 806

88480 shares 843

(2)(a) (2)(b)

Country of

Name amp Address Citizenship or

(City State Country) Incorporation

(2)(c) Number and

Percentage of Each

Class of Voting

Securities

FA Y--6

NI Bancshares Corporation Sycamore ll

Ascal Year Ending December 311 2014

(1) (2) (3)(bull) (3)(b) (3)(o) (4)(bull) (4)(b) (4)(o) Percentage of List names of other companies

Percentage of Voting Securities Includeamp partnerships) If 25 or more Voting Securities ln Subsidiaries of voting securftles are held (list

Names amp Address Principal Occupation II other than Title amp Position with Title amp Position with Subsidiaries Title amp Position with Other Businesses Jn Holding (Include names names ol companies and percentage of

(City State Country) with Holding Company Holding Company (Include names of subsidiaries) (Include names ol other businesses) Company of subsidiaries) voting securltles held)

Michael A Cullen NIA Director President amp CEO Director President amp CEO NIA 018 None NIA Sycamore IL USA The National Bank amp Trust

Company of Sycamore

Richard N Anderson President - Anderson Director Director President 159 None Anderson Funeral Home Ltd (100) DeKalb JL USA Funeral Home Ltd The Natrona[ Bank amp Trust Anderson Funeral Home Ltd

Company of Sycamore

John H Boles NIA Director Retired Trust Officer NIA 149 None NIA Sycamore IL USA The National Bank amp Trust

Company of Sycamore

Evelina J Cichy Retired Vice President of Instruction Director Director NA 015 None NIA DeKalb IL USA Klshwaukee College The Natrona Bank amp Trust

Company of Sycamore

James W Dutton CFO Macrosolva lnc Chairman of the Board Chairman of the Board CFO Macrosolve lnc 594 None NIA Tulsa OK USA The Natonal Bank amp Trust

Company of Sycamore

Robert B Johnson Partner - Johnson Farms Director Director Partner 063 None Johnson Farms (40) DeKalb IL USA The National Bank amp Trust Johnson Farms

Company of Sycamore

Robert C Johnson NIA Director Director NIA 034 None NIA DeKalb IL USA The National Bank amp Trust

Company of Sycamore

Kevin P Poorten President amp CEO - Kish Health Syse Director Director NA 005 None NIA DeKalb IL USA The National Bank amp Trust

Company of Sycamore

Douglas C Roberts Private Investor Director Director PresidentmiddotZea mays Holdings LLC 382 None Zea mays Holdngs LLC (100) Sycamore IL USA The National Bank amp Trust

Company of Sycamore

Tmothy P Suter President amp CEO - Suter Company Director Director NA 002 None NIA Sycamore IL USA The Natlonal Bank amp Trust

Company of Sycamore

Report lem 4 Insiders -PAGE 2 of 2

Tami Armstrong NIA NIA VP Brand amp Marketng NIA 0005 None NIA Sycamore IL USA The Natonal Bank amp Trust

Company of Sycamore

Bradley V Brown NIA NIA SVP Consumer Banking NIA 0004 None NIA DeKalb IL USA The Natlonal Bank amp Trust

Company of Sy9amore

Michelle Carlson NIA NIA VP Operallons NIA 0004 None NIA SuQar Grove IL USA The National Bank amp Trust

Company of Sycamore

Sa_111antha J Dalley NIA NIA VP Human Resources NIA 0003 None NIA Sycamore IL USA The National Bank amp Trust

Company of Sycamore

James Dombek NIA NIA VP Personal Trust Manager NIA 0002 None NIA Sycamore IL USA The National Bank amp Trust

Company of Sycamore

Michael Hawley Geneva IL USA NIA NIA Sr VP Sr Commercial Loan Officer NIA 0005 None NIA

The Natfonal Bank amp Trust Company of Sycamore

Charles C Kaiser NIA NIA Sr VP Senior Lending Officer NIA 0007 None NIA Sycamore IL USA The National Bank amp Trust

Company of Sycamore

Karen Kupper NIA NIA SVP Chief Credit Offcer NIA 0003 None NIA Hinkley IL USA The Natonal Bank amp Trust

Company of Sycamore

Davld N McCoy NIA Treasurer SVP Chief Flnanclitl Officer NIA 0006 None NIA South Elgin IL USA The Natlonal Bank amp Trust

Company of Sycamore

Mark ODell NIA NIA VP Sr Residentlal loan Officer NIA 0000 None NIA Aurora IL USA The National Bank amp Trust

Company of Sycamore

A David VanBuren NIA NIA SVP Trust amp Investments NIA 0005 None NIA Sycamore IL USA The National Bank amp Trust

Company of Sycamore

  • FR Y-6 Cover Page
  • Report Item 1 Annual Report to Shareholders
  • Report Item 2a Organization Chart
  • Report Item 2b Domestic Branch Listing
  • Report Item 3 Securities Holders
  • Report Item 4 Insiders
Page 41: Annual Report of Holding Companies-FR Y-6/media/others/banking/...consistent and deliberate in implementing our strategic initiatives. In addition to our loan growth, our trust assets

EXHIBIT 2A

NI BANCSHARES CORPORATIONS ORGANIZATIONAL CHART

NI BANCSHARES CORPORATIO N

230 W STATE ST SYCAMORE IL 601 78

State of Incorporation = Delaware

1 00

THE NATIONAL BAN K amp TRUST COMPANY OF SYCAMORE

230 W STATE ST SYCAMOR_E IL 601 78

hsults A list of branches for your depostorv nstftution NATIONAL BANK amp TRUST COMPANY OF SYCAMOftE THE (ID_RSSO 534345)

This depository fnstltutlon fs held by NI BANCSHARES CORPORATION (1827893) of SYCAMORE IL

The data are as of 12312014 Data reflects Information that was received and procMsed through 01072JJ1S

Reconciliation and YerfCtton Steps

1 In the Data Action column of each brmch row enter one or more of the actions specifild hilow 2 If required enter the date In the Effective te column

Actions

OK If the branch Information Is COfTect enter OK in the Data Action column

Chan1e If the branch Information Is incorrlCt or Incomplete revrse the data enter Change In the Data Action column and the date when this lnformaUon first beame valid Jn the Etfedive Oatbull column

Cose If a branch llsted was sold or closed enter dose In the Data Action column and thl ule or closure date In the Effective Date column Delete If a branch listed was never owned by th(s depository Institution enter Delltl In thl Oatbull Action column

Add lfa reportable branch Is missing Insert a row add the branch data and enter Add in thl Data Action column and the opening or acquisition date In the Effective Date laquo)lumn

If printing this lrst you may need to adjust your page setup in MS Excel Try uslng landscape orientation p1ae scaling andor liegal sl1ed pa pier

Submission Procedure

When you a finiihed send a savied copy to your FRB contact See the det1iled lmtructions on this site for more Information

If vou are ie-malllng this to your FRB contAct put your Institution name dtyand state In thie subjtct line of the e-mail

Note To satisfy the FR YmiddotlO portln1 rirements you must also submit FR Ymiddot10 Oomes-tic Branch Schedules for each bninch with a Ot Attlon of nae Close Deletl or Add

The FR fmiddotlO rieport may be submitted in a hardcopy format or via the FR Y-10 Online application middot httpsylOonlinefederalreservegov

bull FDIC UNINUM Office Number and ID_RSSD columns are for reference only Verification of these values Is not required

- Effecdw Ote Branch Service Type Bnnch ID Rssobull Popular Name Street Address City NATIONAL BANK amp TRUST COMPANY Of

OK Fun servlCI (Head Offitt) 53045 SYCAMORE THE 230 WEST STATE STREET SYCAMORE

OK Full Service 3310232 2290 SYCAMORE ROAD OfFICE 2290 SYCAMORE ROAD DEKALB

OK Full lce 3735255 BANCO NBampT BRANCH 1029 PLEASANT STREET DEKALB

OK Fullservice 354132 NSampT SQUARE BRANCH 130 WEST LINCOLN HIGHWAY DEKAlB

OK Full Service 3735246 ELBURN BRANCH 930 NORTH MAJN STREET ELBURN

OK Full Service 3310241 GENOA BRANCH 601 PEARSON DRIVE GfNOA

OK Full service 2192507 200 NORTH MAIN STREET OfFICE 200 NORTH MAIN STREET UtANO

OK full Service 4394873 SANDWlCH BRANCH 321 E OIURCH STREET SANDWlCH

OK Fullice 2D8577S SERENA BRANCH US HIGHWAY 52 SOMONAUK ROAD SERENA

OK Full Service 2431457 1425 DEKAl8 AVENUE BRANCH 1425 DEKALB AVENUE SYCAMORE

St1te

IL

IL

IL

IL

IL

IL

IL

IL

IL

IL

Zip Code Countv

60178 DEKALB

60US DEKALB

60115 DEKALB

60U5 DEKALB

60119 KANE

60135 DEKALB

60531 IASAllE

60548 DEKALB

60549 LA SAUE

60178 DEKALB

Country FDIC UNINUMbull Office Numberbull Hbullad Office Head Office ID_RSSD Comments

NATIONAL BANK amp TRUST COMPANY Of

UNITED STATES 6414 0 SYCAMORE THE 534345 NATIONAL BANK amp TRUST COMPANY OF

UNITED STATES 221714 2 SYCAMORE THE 534345 NATIONAL BANK amp TRUST COMPANY Of

UNITpound0 STATES 475977 9 SYCAMORE THE 534345

NATIONAL BANK amp TRUST COMPANY OF

UNITED STATES 10484 5 SYCAMORE THE 534345 NATIONAL BANK amp TRUST COMPANY OF

UNITED SfATES 475976 8 SYCAMORE THE 534345

NATIONAL BANK amp TRUST COMPANY OF

UNITED STATES 424666 4 SYCAMORE THE 534345 NATIONAL BANK amp TRUST COMPANY OF

UNITED STATES 237859 7 SYCAMOftE THE 534345 NATIONAL BANK amp TRUST COMPANY Of

UNITED STAttS 530108 10 SYCAMORE THE 534345 NATIONAL BANK amp TRUST COMPANY Of

UNITED STATES 2318S8 6 SYCAMORE THE 534345 NATIONAL BANK amp TRUST COMPANY OF

UN ITED STATES 264332 1 SYCAMORE THE 534345

Re ort Item 3 Securities Holders

FR Y-6

NI Bancshares Corporation

Sycamore IL

Fiscal Year Ending December 3 1 201 4

Current Securities Holders with ownership control or holdings of 5 or more with power to vote as-of fiscal year end

Securities Holders not listed in 3(1 )(a) through (3)(1 )(c) that had

ownership control or holdings of 5 or more with power to vote

during the fiscal year

(1 )(a)

Name amp Address (City

State Country)

James W Dutton

Tulsa OK USA

Jane Danielson

Freeport ME USA

Anne Pick

St Paul MN USA

(1 )(b)

Country of

Citizenship or

Incorporation

USA

USA

USA

(1 )(c) Number and

Percentage of Each

Class of Voting

Securities

62324 shares 594

84563 shares 806

88480 shares 843

(2)(a) (2)(b)

Country of

Name amp Address Citizenship or

(City State Country) Incorporation

(2)(c) Number and

Percentage of Each

Class of Voting

Securities

FA Y--6

NI Bancshares Corporation Sycamore ll

Ascal Year Ending December 311 2014

(1) (2) (3)(bull) (3)(b) (3)(o) (4)(bull) (4)(b) (4)(o) Percentage of List names of other companies

Percentage of Voting Securities Includeamp partnerships) If 25 or more Voting Securities ln Subsidiaries of voting securftles are held (list

Names amp Address Principal Occupation II other than Title amp Position with Title amp Position with Subsidiaries Title amp Position with Other Businesses Jn Holding (Include names names ol companies and percentage of

(City State Country) with Holding Company Holding Company (Include names of subsidiaries) (Include names ol other businesses) Company of subsidiaries) voting securltles held)

Michael A Cullen NIA Director President amp CEO Director President amp CEO NIA 018 None NIA Sycamore IL USA The National Bank amp Trust

Company of Sycamore

Richard N Anderson President - Anderson Director Director President 159 None Anderson Funeral Home Ltd (100) DeKalb JL USA Funeral Home Ltd The Natrona[ Bank amp Trust Anderson Funeral Home Ltd

Company of Sycamore

John H Boles NIA Director Retired Trust Officer NIA 149 None NIA Sycamore IL USA The National Bank amp Trust

Company of Sycamore

Evelina J Cichy Retired Vice President of Instruction Director Director NA 015 None NIA DeKalb IL USA Klshwaukee College The Natrona Bank amp Trust

Company of Sycamore

James W Dutton CFO Macrosolva lnc Chairman of the Board Chairman of the Board CFO Macrosolve lnc 594 None NIA Tulsa OK USA The Natonal Bank amp Trust

Company of Sycamore

Robert B Johnson Partner - Johnson Farms Director Director Partner 063 None Johnson Farms (40) DeKalb IL USA The National Bank amp Trust Johnson Farms

Company of Sycamore

Robert C Johnson NIA Director Director NIA 034 None NIA DeKalb IL USA The National Bank amp Trust

Company of Sycamore

Kevin P Poorten President amp CEO - Kish Health Syse Director Director NA 005 None NIA DeKalb IL USA The National Bank amp Trust

Company of Sycamore

Douglas C Roberts Private Investor Director Director PresidentmiddotZea mays Holdings LLC 382 None Zea mays Holdngs LLC (100) Sycamore IL USA The National Bank amp Trust

Company of Sycamore

Tmothy P Suter President amp CEO - Suter Company Director Director NA 002 None NIA Sycamore IL USA The Natlonal Bank amp Trust

Company of Sycamore

Report lem 4 Insiders -PAGE 2 of 2

Tami Armstrong NIA NIA VP Brand amp Marketng NIA 0005 None NIA Sycamore IL USA The Natonal Bank amp Trust

Company of Sycamore

Bradley V Brown NIA NIA SVP Consumer Banking NIA 0004 None NIA DeKalb IL USA The Natlonal Bank amp Trust

Company of Sy9amore

Michelle Carlson NIA NIA VP Operallons NIA 0004 None NIA SuQar Grove IL USA The National Bank amp Trust

Company of Sycamore

Sa_111antha J Dalley NIA NIA VP Human Resources NIA 0003 None NIA Sycamore IL USA The National Bank amp Trust

Company of Sycamore

James Dombek NIA NIA VP Personal Trust Manager NIA 0002 None NIA Sycamore IL USA The National Bank amp Trust

Company of Sycamore

Michael Hawley Geneva IL USA NIA NIA Sr VP Sr Commercial Loan Officer NIA 0005 None NIA

The Natfonal Bank amp Trust Company of Sycamore

Charles C Kaiser NIA NIA Sr VP Senior Lending Officer NIA 0007 None NIA Sycamore IL USA The National Bank amp Trust

Company of Sycamore

Karen Kupper NIA NIA SVP Chief Credit Offcer NIA 0003 None NIA Hinkley IL USA The Natonal Bank amp Trust

Company of Sycamore

Davld N McCoy NIA Treasurer SVP Chief Flnanclitl Officer NIA 0006 None NIA South Elgin IL USA The Natlonal Bank amp Trust

Company of Sycamore

Mark ODell NIA NIA VP Sr Residentlal loan Officer NIA 0000 None NIA Aurora IL USA The National Bank amp Trust

Company of Sycamore

A David VanBuren NIA NIA SVP Trust amp Investments NIA 0005 None NIA Sycamore IL USA The National Bank amp Trust

Company of Sycamore

  • FR Y-6 Cover Page
  • Report Item 1 Annual Report to Shareholders
  • Report Item 2a Organization Chart
  • Report Item 2b Domestic Branch Listing
  • Report Item 3 Securities Holders
  • Report Item 4 Insiders
Page 42: Annual Report of Holding Companies-FR Y-6/media/others/banking/...consistent and deliberate in implementing our strategic initiatives. In addition to our loan growth, our trust assets

hsults A list of branches for your depostorv nstftution NATIONAL BANK amp TRUST COMPANY OF SYCAMOftE THE (ID_RSSO 534345)

This depository fnstltutlon fs held by NI BANCSHARES CORPORATION (1827893) of SYCAMORE IL

The data are as of 12312014 Data reflects Information that was received and procMsed through 01072JJ1S

Reconciliation and YerfCtton Steps

1 In the Data Action column of each brmch row enter one or more of the actions specifild hilow 2 If required enter the date In the Effective te column

Actions

OK If the branch Information Is COfTect enter OK in the Data Action column

Chan1e If the branch Information Is incorrlCt or Incomplete revrse the data enter Change In the Data Action column and the date when this lnformaUon first beame valid Jn the Etfedive Oatbull column

Cose If a branch llsted was sold or closed enter dose In the Data Action column and thl ule or closure date In the Effective Date column Delete If a branch listed was never owned by th(s depository Institution enter Delltl In thl Oatbull Action column

Add lfa reportable branch Is missing Insert a row add the branch data and enter Add in thl Data Action column and the opening or acquisition date In the Effective Date laquo)lumn

If printing this lrst you may need to adjust your page setup in MS Excel Try uslng landscape orientation p1ae scaling andor liegal sl1ed pa pier

Submission Procedure

When you a finiihed send a savied copy to your FRB contact See the det1iled lmtructions on this site for more Information

If vou are ie-malllng this to your FRB contAct put your Institution name dtyand state In thie subjtct line of the e-mail

Note To satisfy the FR YmiddotlO portln1 rirements you must also submit FR Ymiddot10 Oomes-tic Branch Schedules for each bninch with a Ot Attlon of nae Close Deletl or Add

The FR fmiddotlO rieport may be submitted in a hardcopy format or via the FR Y-10 Online application middot httpsylOonlinefederalreservegov

bull FDIC UNINUM Office Number and ID_RSSD columns are for reference only Verification of these values Is not required

- Effecdw Ote Branch Service Type Bnnch ID Rssobull Popular Name Street Address City NATIONAL BANK amp TRUST COMPANY Of

OK Fun servlCI (Head Offitt) 53045 SYCAMORE THE 230 WEST STATE STREET SYCAMORE

OK Full Service 3310232 2290 SYCAMORE ROAD OfFICE 2290 SYCAMORE ROAD DEKALB

OK Full lce 3735255 BANCO NBampT BRANCH 1029 PLEASANT STREET DEKALB

OK Fullservice 354132 NSampT SQUARE BRANCH 130 WEST LINCOLN HIGHWAY DEKAlB

OK Full Service 3735246 ELBURN BRANCH 930 NORTH MAJN STREET ELBURN

OK Full Service 3310241 GENOA BRANCH 601 PEARSON DRIVE GfNOA

OK Full service 2192507 200 NORTH MAIN STREET OfFICE 200 NORTH MAIN STREET UtANO

OK full Service 4394873 SANDWlCH BRANCH 321 E OIURCH STREET SANDWlCH

OK Fullice 2D8577S SERENA BRANCH US HIGHWAY 52 SOMONAUK ROAD SERENA

OK Full Service 2431457 1425 DEKAl8 AVENUE BRANCH 1425 DEKALB AVENUE SYCAMORE

St1te

IL

IL

IL

IL

IL

IL

IL

IL

IL

IL

Zip Code Countv

60178 DEKALB

60US DEKALB

60115 DEKALB

60U5 DEKALB

60119 KANE

60135 DEKALB

60531 IASAllE

60548 DEKALB

60549 LA SAUE

60178 DEKALB

Country FDIC UNINUMbull Office Numberbull Hbullad Office Head Office ID_RSSD Comments

NATIONAL BANK amp TRUST COMPANY Of

UNITED STATES 6414 0 SYCAMORE THE 534345 NATIONAL BANK amp TRUST COMPANY OF

UNITED STATES 221714 2 SYCAMORE THE 534345 NATIONAL BANK amp TRUST COMPANY Of

UNITpound0 STATES 475977 9 SYCAMORE THE 534345

NATIONAL BANK amp TRUST COMPANY OF

UNITED STATES 10484 5 SYCAMORE THE 534345 NATIONAL BANK amp TRUST COMPANY OF

UNITED SfATES 475976 8 SYCAMORE THE 534345

NATIONAL BANK amp TRUST COMPANY OF

UNITED STATES 424666 4 SYCAMORE THE 534345 NATIONAL BANK amp TRUST COMPANY OF

UNITED STATES 237859 7 SYCAMOftE THE 534345 NATIONAL BANK amp TRUST COMPANY Of

UNITED STAttS 530108 10 SYCAMORE THE 534345 NATIONAL BANK amp TRUST COMPANY Of

UNITED STATES 2318S8 6 SYCAMORE THE 534345 NATIONAL BANK amp TRUST COMPANY OF

UN ITED STATES 264332 1 SYCAMORE THE 534345

Re ort Item 3 Securities Holders

FR Y-6

NI Bancshares Corporation

Sycamore IL

Fiscal Year Ending December 3 1 201 4

Current Securities Holders with ownership control or holdings of 5 or more with power to vote as-of fiscal year end

Securities Holders not listed in 3(1 )(a) through (3)(1 )(c) that had

ownership control or holdings of 5 or more with power to vote

during the fiscal year

(1 )(a)

Name amp Address (City

State Country)

James W Dutton

Tulsa OK USA

Jane Danielson

Freeport ME USA

Anne Pick

St Paul MN USA

(1 )(b)

Country of

Citizenship or

Incorporation

USA

USA

USA

(1 )(c) Number and

Percentage of Each

Class of Voting

Securities

62324 shares 594

84563 shares 806

88480 shares 843

(2)(a) (2)(b)

Country of

Name amp Address Citizenship or

(City State Country) Incorporation

(2)(c) Number and

Percentage of Each

Class of Voting

Securities

FA Y--6

NI Bancshares Corporation Sycamore ll

Ascal Year Ending December 311 2014

(1) (2) (3)(bull) (3)(b) (3)(o) (4)(bull) (4)(b) (4)(o) Percentage of List names of other companies

Percentage of Voting Securities Includeamp partnerships) If 25 or more Voting Securities ln Subsidiaries of voting securftles are held (list

Names amp Address Principal Occupation II other than Title amp Position with Title amp Position with Subsidiaries Title amp Position with Other Businesses Jn Holding (Include names names ol companies and percentage of

(City State Country) with Holding Company Holding Company (Include names of subsidiaries) (Include names ol other businesses) Company of subsidiaries) voting securltles held)

Michael A Cullen NIA Director President amp CEO Director President amp CEO NIA 018 None NIA Sycamore IL USA The National Bank amp Trust

Company of Sycamore

Richard N Anderson President - Anderson Director Director President 159 None Anderson Funeral Home Ltd (100) DeKalb JL USA Funeral Home Ltd The Natrona[ Bank amp Trust Anderson Funeral Home Ltd

Company of Sycamore

John H Boles NIA Director Retired Trust Officer NIA 149 None NIA Sycamore IL USA The National Bank amp Trust

Company of Sycamore

Evelina J Cichy Retired Vice President of Instruction Director Director NA 015 None NIA DeKalb IL USA Klshwaukee College The Natrona Bank amp Trust

Company of Sycamore

James W Dutton CFO Macrosolva lnc Chairman of the Board Chairman of the Board CFO Macrosolve lnc 594 None NIA Tulsa OK USA The Natonal Bank amp Trust

Company of Sycamore

Robert B Johnson Partner - Johnson Farms Director Director Partner 063 None Johnson Farms (40) DeKalb IL USA The National Bank amp Trust Johnson Farms

Company of Sycamore

Robert C Johnson NIA Director Director NIA 034 None NIA DeKalb IL USA The National Bank amp Trust

Company of Sycamore

Kevin P Poorten President amp CEO - Kish Health Syse Director Director NA 005 None NIA DeKalb IL USA The National Bank amp Trust

Company of Sycamore

Douglas C Roberts Private Investor Director Director PresidentmiddotZea mays Holdings LLC 382 None Zea mays Holdngs LLC (100) Sycamore IL USA The National Bank amp Trust

Company of Sycamore

Tmothy P Suter President amp CEO - Suter Company Director Director NA 002 None NIA Sycamore IL USA The Natlonal Bank amp Trust

Company of Sycamore

Report lem 4 Insiders -PAGE 2 of 2

Tami Armstrong NIA NIA VP Brand amp Marketng NIA 0005 None NIA Sycamore IL USA The Natonal Bank amp Trust

Company of Sycamore

Bradley V Brown NIA NIA SVP Consumer Banking NIA 0004 None NIA DeKalb IL USA The Natlonal Bank amp Trust

Company of Sy9amore

Michelle Carlson NIA NIA VP Operallons NIA 0004 None NIA SuQar Grove IL USA The National Bank amp Trust

Company of Sycamore

Sa_111antha J Dalley NIA NIA VP Human Resources NIA 0003 None NIA Sycamore IL USA The National Bank amp Trust

Company of Sycamore

James Dombek NIA NIA VP Personal Trust Manager NIA 0002 None NIA Sycamore IL USA The National Bank amp Trust

Company of Sycamore

Michael Hawley Geneva IL USA NIA NIA Sr VP Sr Commercial Loan Officer NIA 0005 None NIA

The Natfonal Bank amp Trust Company of Sycamore

Charles C Kaiser NIA NIA Sr VP Senior Lending Officer NIA 0007 None NIA Sycamore IL USA The National Bank amp Trust

Company of Sycamore

Karen Kupper NIA NIA SVP Chief Credit Offcer NIA 0003 None NIA Hinkley IL USA The Natonal Bank amp Trust

Company of Sycamore

Davld N McCoy NIA Treasurer SVP Chief Flnanclitl Officer NIA 0006 None NIA South Elgin IL USA The Natlonal Bank amp Trust

Company of Sycamore

Mark ODell NIA NIA VP Sr Residentlal loan Officer NIA 0000 None NIA Aurora IL USA The National Bank amp Trust

Company of Sycamore

A David VanBuren NIA NIA SVP Trust amp Investments NIA 0005 None NIA Sycamore IL USA The National Bank amp Trust

Company of Sycamore

  • FR Y-6 Cover Page
  • Report Item 1 Annual Report to Shareholders
  • Report Item 2a Organization Chart
  • Report Item 2b Domestic Branch Listing
  • Report Item 3 Securities Holders
  • Report Item 4 Insiders
Page 43: Annual Report of Holding Companies-FR Y-6/media/others/banking/...consistent and deliberate in implementing our strategic initiatives. In addition to our loan growth, our trust assets

Re ort Item 3 Securities Holders

FR Y-6

NI Bancshares Corporation

Sycamore IL

Fiscal Year Ending December 3 1 201 4

Current Securities Holders with ownership control or holdings of 5 or more with power to vote as-of fiscal year end

Securities Holders not listed in 3(1 )(a) through (3)(1 )(c) that had

ownership control or holdings of 5 or more with power to vote

during the fiscal year

(1 )(a)

Name amp Address (City

State Country)

James W Dutton

Tulsa OK USA

Jane Danielson

Freeport ME USA

Anne Pick

St Paul MN USA

(1 )(b)

Country of

Citizenship or

Incorporation

USA

USA

USA

(1 )(c) Number and

Percentage of Each

Class of Voting

Securities

62324 shares 594

84563 shares 806

88480 shares 843

(2)(a) (2)(b)

Country of

Name amp Address Citizenship or

(City State Country) Incorporation

(2)(c) Number and

Percentage of Each

Class of Voting

Securities

FA Y--6

NI Bancshares Corporation Sycamore ll

Ascal Year Ending December 311 2014

(1) (2) (3)(bull) (3)(b) (3)(o) (4)(bull) (4)(b) (4)(o) Percentage of List names of other companies

Percentage of Voting Securities Includeamp partnerships) If 25 or more Voting Securities ln Subsidiaries of voting securftles are held (list

Names amp Address Principal Occupation II other than Title amp Position with Title amp Position with Subsidiaries Title amp Position with Other Businesses Jn Holding (Include names names ol companies and percentage of

(City State Country) with Holding Company Holding Company (Include names of subsidiaries) (Include names ol other businesses) Company of subsidiaries) voting securltles held)

Michael A Cullen NIA Director President amp CEO Director President amp CEO NIA 018 None NIA Sycamore IL USA The National Bank amp Trust

Company of Sycamore

Richard N Anderson President - Anderson Director Director President 159 None Anderson Funeral Home Ltd (100) DeKalb JL USA Funeral Home Ltd The Natrona[ Bank amp Trust Anderson Funeral Home Ltd

Company of Sycamore

John H Boles NIA Director Retired Trust Officer NIA 149 None NIA Sycamore IL USA The National Bank amp Trust

Company of Sycamore

Evelina J Cichy Retired Vice President of Instruction Director Director NA 015 None NIA DeKalb IL USA Klshwaukee College The Natrona Bank amp Trust

Company of Sycamore

James W Dutton CFO Macrosolva lnc Chairman of the Board Chairman of the Board CFO Macrosolve lnc 594 None NIA Tulsa OK USA The Natonal Bank amp Trust

Company of Sycamore

Robert B Johnson Partner - Johnson Farms Director Director Partner 063 None Johnson Farms (40) DeKalb IL USA The National Bank amp Trust Johnson Farms

Company of Sycamore

Robert C Johnson NIA Director Director NIA 034 None NIA DeKalb IL USA The National Bank amp Trust

Company of Sycamore

Kevin P Poorten President amp CEO - Kish Health Syse Director Director NA 005 None NIA DeKalb IL USA The National Bank amp Trust

Company of Sycamore

Douglas C Roberts Private Investor Director Director PresidentmiddotZea mays Holdings LLC 382 None Zea mays Holdngs LLC (100) Sycamore IL USA The National Bank amp Trust

Company of Sycamore

Tmothy P Suter President amp CEO - Suter Company Director Director NA 002 None NIA Sycamore IL USA The Natlonal Bank amp Trust

Company of Sycamore

Report lem 4 Insiders -PAGE 2 of 2

Tami Armstrong NIA NIA VP Brand amp Marketng NIA 0005 None NIA Sycamore IL USA The Natonal Bank amp Trust

Company of Sycamore

Bradley V Brown NIA NIA SVP Consumer Banking NIA 0004 None NIA DeKalb IL USA The Natlonal Bank amp Trust

Company of Sy9amore

Michelle Carlson NIA NIA VP Operallons NIA 0004 None NIA SuQar Grove IL USA The National Bank amp Trust

Company of Sycamore

Sa_111antha J Dalley NIA NIA VP Human Resources NIA 0003 None NIA Sycamore IL USA The National Bank amp Trust

Company of Sycamore

James Dombek NIA NIA VP Personal Trust Manager NIA 0002 None NIA Sycamore IL USA The National Bank amp Trust

Company of Sycamore

Michael Hawley Geneva IL USA NIA NIA Sr VP Sr Commercial Loan Officer NIA 0005 None NIA

The Natfonal Bank amp Trust Company of Sycamore

Charles C Kaiser NIA NIA Sr VP Senior Lending Officer NIA 0007 None NIA Sycamore IL USA The National Bank amp Trust

Company of Sycamore

Karen Kupper NIA NIA SVP Chief Credit Offcer NIA 0003 None NIA Hinkley IL USA The Natonal Bank amp Trust

Company of Sycamore

Davld N McCoy NIA Treasurer SVP Chief Flnanclitl Officer NIA 0006 None NIA South Elgin IL USA The Natlonal Bank amp Trust

Company of Sycamore

Mark ODell NIA NIA VP Sr Residentlal loan Officer NIA 0000 None NIA Aurora IL USA The National Bank amp Trust

Company of Sycamore

A David VanBuren NIA NIA SVP Trust amp Investments NIA 0005 None NIA Sycamore IL USA The National Bank amp Trust

Company of Sycamore

  • FR Y-6 Cover Page
  • Report Item 1 Annual Report to Shareholders
  • Report Item 2a Organization Chart
  • Report Item 2b Domestic Branch Listing
  • Report Item 3 Securities Holders
  • Report Item 4 Insiders
Page 44: Annual Report of Holding Companies-FR Y-6/media/others/banking/...consistent and deliberate in implementing our strategic initiatives. In addition to our loan growth, our trust assets

FA Y--6

NI Bancshares Corporation Sycamore ll

Ascal Year Ending December 311 2014

(1) (2) (3)(bull) (3)(b) (3)(o) (4)(bull) (4)(b) (4)(o) Percentage of List names of other companies

Percentage of Voting Securities Includeamp partnerships) If 25 or more Voting Securities ln Subsidiaries of voting securftles are held (list

Names amp Address Principal Occupation II other than Title amp Position with Title amp Position with Subsidiaries Title amp Position with Other Businesses Jn Holding (Include names names ol companies and percentage of

(City State Country) with Holding Company Holding Company (Include names of subsidiaries) (Include names ol other businesses) Company of subsidiaries) voting securltles held)

Michael A Cullen NIA Director President amp CEO Director President amp CEO NIA 018 None NIA Sycamore IL USA The National Bank amp Trust

Company of Sycamore

Richard N Anderson President - Anderson Director Director President 159 None Anderson Funeral Home Ltd (100) DeKalb JL USA Funeral Home Ltd The Natrona[ Bank amp Trust Anderson Funeral Home Ltd

Company of Sycamore

John H Boles NIA Director Retired Trust Officer NIA 149 None NIA Sycamore IL USA The National Bank amp Trust

Company of Sycamore

Evelina J Cichy Retired Vice President of Instruction Director Director NA 015 None NIA DeKalb IL USA Klshwaukee College The Natrona Bank amp Trust

Company of Sycamore

James W Dutton CFO Macrosolva lnc Chairman of the Board Chairman of the Board CFO Macrosolve lnc 594 None NIA Tulsa OK USA The Natonal Bank amp Trust

Company of Sycamore

Robert B Johnson Partner - Johnson Farms Director Director Partner 063 None Johnson Farms (40) DeKalb IL USA The National Bank amp Trust Johnson Farms

Company of Sycamore

Robert C Johnson NIA Director Director NIA 034 None NIA DeKalb IL USA The National Bank amp Trust

Company of Sycamore

Kevin P Poorten President amp CEO - Kish Health Syse Director Director NA 005 None NIA DeKalb IL USA The National Bank amp Trust

Company of Sycamore

Douglas C Roberts Private Investor Director Director PresidentmiddotZea mays Holdings LLC 382 None Zea mays Holdngs LLC (100) Sycamore IL USA The National Bank amp Trust

Company of Sycamore

Tmothy P Suter President amp CEO - Suter Company Director Director NA 002 None NIA Sycamore IL USA The Natlonal Bank amp Trust

Company of Sycamore

Report lem 4 Insiders -PAGE 2 of 2

Tami Armstrong NIA NIA VP Brand amp Marketng NIA 0005 None NIA Sycamore IL USA The Natonal Bank amp Trust

Company of Sycamore

Bradley V Brown NIA NIA SVP Consumer Banking NIA 0004 None NIA DeKalb IL USA The Natlonal Bank amp Trust

Company of Sy9amore

Michelle Carlson NIA NIA VP Operallons NIA 0004 None NIA SuQar Grove IL USA The National Bank amp Trust

Company of Sycamore

Sa_111antha J Dalley NIA NIA VP Human Resources NIA 0003 None NIA Sycamore IL USA The National Bank amp Trust

Company of Sycamore

James Dombek NIA NIA VP Personal Trust Manager NIA 0002 None NIA Sycamore IL USA The National Bank amp Trust

Company of Sycamore

Michael Hawley Geneva IL USA NIA NIA Sr VP Sr Commercial Loan Officer NIA 0005 None NIA

The Natfonal Bank amp Trust Company of Sycamore

Charles C Kaiser NIA NIA Sr VP Senior Lending Officer NIA 0007 None NIA Sycamore IL USA The National Bank amp Trust

Company of Sycamore

Karen Kupper NIA NIA SVP Chief Credit Offcer NIA 0003 None NIA Hinkley IL USA The Natonal Bank amp Trust

Company of Sycamore

Davld N McCoy NIA Treasurer SVP Chief Flnanclitl Officer NIA 0006 None NIA South Elgin IL USA The Natlonal Bank amp Trust

Company of Sycamore

Mark ODell NIA NIA VP Sr Residentlal loan Officer NIA 0000 None NIA Aurora IL USA The National Bank amp Trust

Company of Sycamore

A David VanBuren NIA NIA SVP Trust amp Investments NIA 0005 None NIA Sycamore IL USA The National Bank amp Trust

Company of Sycamore

  • FR Y-6 Cover Page
  • Report Item 1 Annual Report to Shareholders
  • Report Item 2a Organization Chart
  • Report Item 2b Domestic Branch Listing
  • Report Item 3 Securities Holders
  • Report Item 4 Insiders
Page 45: Annual Report of Holding Companies-FR Y-6/media/others/banking/...consistent and deliberate in implementing our strategic initiatives. In addition to our loan growth, our trust assets

Report lem 4 Insiders -PAGE 2 of 2

Tami Armstrong NIA NIA VP Brand amp Marketng NIA 0005 None NIA Sycamore IL USA The Natonal Bank amp Trust

Company of Sycamore

Bradley V Brown NIA NIA SVP Consumer Banking NIA 0004 None NIA DeKalb IL USA The Natlonal Bank amp Trust

Company of Sy9amore

Michelle Carlson NIA NIA VP Operallons NIA 0004 None NIA SuQar Grove IL USA The National Bank amp Trust

Company of Sycamore

Sa_111antha J Dalley NIA NIA VP Human Resources NIA 0003 None NIA Sycamore IL USA The National Bank amp Trust

Company of Sycamore

James Dombek NIA NIA VP Personal Trust Manager NIA 0002 None NIA Sycamore IL USA The National Bank amp Trust

Company of Sycamore

Michael Hawley Geneva IL USA NIA NIA Sr VP Sr Commercial Loan Officer NIA 0005 None NIA

The Natfonal Bank amp Trust Company of Sycamore

Charles C Kaiser NIA NIA Sr VP Senior Lending Officer NIA 0007 None NIA Sycamore IL USA The National Bank amp Trust

Company of Sycamore

Karen Kupper NIA NIA SVP Chief Credit Offcer NIA 0003 None NIA Hinkley IL USA The Natonal Bank amp Trust

Company of Sycamore

Davld N McCoy NIA Treasurer SVP Chief Flnanclitl Officer NIA 0006 None NIA South Elgin IL USA The Natlonal Bank amp Trust

Company of Sycamore

Mark ODell NIA NIA VP Sr Residentlal loan Officer NIA 0000 None NIA Aurora IL USA The National Bank amp Trust

Company of Sycamore

A David VanBuren NIA NIA SVP Trust amp Investments NIA 0005 None NIA Sycamore IL USA The National Bank amp Trust

Company of Sycamore

  • FR Y-6 Cover Page
  • Report Item 1 Annual Report to Shareholders
  • Report Item 2a Organization Chart
  • Report Item 2b Domestic Branch Listing
  • Report Item 3 Securities Holders
  • Report Item 4 Insiders