Attached files
file | filename |
---|---|
10-K - FORM 10-K - QCR HOLDINGS INC | c13725e10vk.htm |
EX-99.1 - EXHIBIT 99.1 - QCR HOLDINGS INC | c13725exv99w1.htm |
EX-31.2 - EXHIBIT 31.2 - QCR HOLDINGS INC | c13725exv31w2.htm |
EX-31.1 - EXHIBIT 31.1 - QCR HOLDINGS INC | c13725exv31w1.htm |
EX-21.1 - EXHIBIT 21.1 - QCR HOLDINGS INC | c13725exv21w1.htm |
EX-32.1 - EXHIBIT 32.1 - QCR HOLDINGS INC | c13725exv32w1.htm |
EX-32.2 - EXHIBIT 32.2 - QCR HOLDINGS INC | c13725exv32w2.htm |
EX-23.1 - EXHIBIT 23.1 - QCR HOLDINGS INC | c13725exv23w1.htm |
EXHIBIT 99.2
QCR Holdings, Inc.
Certification of the Principal Financial Officer
Pursuant to Section 111(b) of EESA
Fiscal Year Ended December 31, 2010
Certification of the Principal Financial Officer
Pursuant to Section 111(b) of EESA
Fiscal Year Ended December 31, 2010
I, Todd A. Gipple, the Executive Vice President, Chief Operating Officer and Chief Financial
Officer of QCR Holdings, Inc. (QCR), certify, based on my knowledge, that:
(i) The compensation committee of QCR has discussed, reviewed, and evaluated with senior risk
officers at least every six months during any part of the most recently completed fiscal year that
was a TARP period (the applicable period), senior executive officer (SEO) compensation plans and
employee compensation plans and the risks these plans pose to QCR;
(ii) The compensation committee of QCR has identified and limited during the applicable period
any features of the SEO compensation plans that could lead SEOs to take unnecessary and excessive
risks that could threaten the value of QCR and has identified any features of the employee
compensation plans that pose risks to QCR and has limited those features to ensure that QCR is not
unnecessarily exposed to risks;
(iii) The compensation committee has reviewed, at least every six months during the applicable
period, the terms of each employee compensation plan and identified any features of the plan that
could encourage the manipulation of reported earnings of QCR to enhance the compensation of an
employee, and has limited such features;
(iv) The compensation committee of QCR will certify to the reviews of the SEO compensation
plans and employee compensation plans required under (i) and (iii) above;
(v) The compensation committee of QCR will provide a narrative description of how it limited
during the applicable period the features in (A) SEO compensation plans that could lead SEOs to
take unnecessary and excessive risks that could threaten the value of QCR; (B) Employee
compensation plans that unnecessarily expose QCR to risks; and (C) Employee compensation plans that
would encourage the manipulation of reported earnings of QCR to enhance the compensation of an
employee;
(vi) QCR has required that bonus payments to SEOs or any of the next twenty most highly
compensated employees, as defined in the regulations and guidance established under section 111 of
EESA (bonus payments), be subject to a recovery or clawback provision during the applicable
period if the bonus payments were based on materially inaccurate financial statements or any other
materially inaccurate performance metric criteria;
(vii) QCR has prohibited any golden parachute payment, as defined in the regulations and
guidance established under section 111 of EESA, to a SEO or any of the next five most highly
compensated employees during the applicable period;
(viii) QCR has limited bonus payments to its applicable employees in accordance with section
111 of EESA and the regulations and guidance established thereunder during the applicable period;
(ix) QCR and its employees have complied with the excessive or luxury expenditures policy, as
defined in the regulations and guidance established under section 111 of EESA, during the
applicable period; and any expenses that, pursuant to the policy, required approval of the board of
directors, a committee of the board of directors, an SEO, or an executive officer with a similar
level of responsibility were properly approved;
(x) QCR will permit a non-binding shareholder resolution in compliance with any applicable
Federal securities rules and regulations on the disclosures provided under the Federal securities
laws related to SEO compensation paid or accrued during the applicable period;
(xi) QCR will disclose the amount, nature, and justification for the offering, during the
applicable period, of any perquisites, as defined in the regulations and guidance established under
section 111 of EESA, whose total value exceeds $25,000 for any employee who is subject to the bonus
payment limitations identified in paragraph (viii);
(xii) QCR will disclose whether QCR, the board of directors of QCR, or the compensation
committee of QCR has engaged during the applicable period a compensation consultant; and the
services the compensation consultant or any affiliate of the compensation consultant provided
during this period;
(xiii) QCR has prohibited the payment of any gross-ups, as defined in the regulations and
guidance established under section 111 of EESA, to the SEOs and the next twenty most highly
compensated employees during the applicable period;
(xiv) QCR has substantially complied with all other requirements related to employee
compensation that are provided in the agreement between QCR and Treasury, including any amendments;
(xv) QCR has submitted to Treasury a complete and accurate list of the SEOs and the twenty
next most highly compensated employees for the current fiscal year, with the non-SEOs ranked in
descending order of level of annual compensation, and with the name, title, and employer of each
SEO and most highly compensated employee identified; and
(xvi) I understand that a knowing and willful false or fraudulent statement made in connection
with this certification may be punished by fine, imprisonment, or both. (See, for example 18 U.S.C.
1001.)
By: | /s/ Todd A. Gipple | |||||
Executive Vice President, Chief Operating Officer | ||||||
and Chief Financial Officer | ||||||
QCR Holdings, Inc. | ||||||
Dated: March 7, 2011 |
2
APPENDIX A
SUPERVISION AND REGULATION
General
Financial institutions, their holding companies and their affiliates are extensively regulated
under federal and state law. As a result, the growth and earnings performance of the Company may
be affected not only by management decisions and general economic conditions, but also by the
requirements of federal and state statutes and by the regulations and policies of various bank
regulatory authorities, including the Iowa Superintendent of Banking (the Iowa Superintendent),
the Illinois Department of Financial and Professional Regulation (the DFPR), the Board of
Governors of the Federal Reserve System (the Federal Reserve) and the Federal Deposit Insurance
Corporation (the FDIC). Furthermore, taxation laws administered by the Internal Revenue Service
and state taxing authorities, accounting rules developed by the Financial Accounting Standards
Board (the FASB) and securities laws administered by the Securities and Exchange Commission (the
SEC) and state securities authorities have an impact on the business of the Company. The effect
of these statutes, regulations, regulatory policies and accounting rules may be significant, and
cannot be predicted with a high degree of certainty.
Federal and state banking laws impose a comprehensive system of supervision, regulation and
enforcement on the operations of financial institutions, their holding companies and affiliates
that is intended primarily for the protection of the FDIC-insured deposits and depositors of banks,
rather than shareholders. These federal and state laws, and the regulations of the bank regulatory
authorities issued under them, affect, among other things, the scope of business, the kinds and
amounts of investments banks may make, reserve requirements, capital levels relative to operations,
the nature and amount of collateral for loans, the establishment of branches, the ability to merge,
consolidate and acquire, dealings with insiders and affiliates and the payment of dividends. In
addition, turmoil in the credit markets in recent years prompted the enactment of unprecedented
legislation that has allowed the U.S. Department of the Treasury (Treasury) to make equity
capital available to qualifying financial institutions to help restore confidence and stability in
the U.S. financial markets, which imposes additional requirements on institutions in which Treasury
invests.
The following is a summary of the material elements of the supervisory and regulatory
framework applicable to the Company and its subsidiaries. It does not describe all of the
statutes, regulations and regulatory policies that apply, nor does it restate all of the
requirements of those that are described. Moreover, Congress recently enacted fundamental reforms
to our bank regulatory framework, the majority of which will be implemented over time by various
regulatory agencies, making their impact difficult to predict. See Financial Regulatory Reform
below.
Financial Regulatory Reform
On July 21, 2010, President Obama signed the Dodd-Frank Wall Street Reform and Consumer
Protection Act (the Dodd-Frank Act) into law. The Dodd-Frank Act represents a sweeping reform of
the supervisory and regulatory framework applicable to financial institutions
and capital markets in the United States, certain aspects of which are described below in more
detail. The Dodd-Frank Act creates new federal governmental entities responsible for overseeing
different aspects of the U.S. financial services industry, including identifying emerging systemic
risks. It also shifts certain authorities and responsibilities among federal financial institution
regulators, including the supervision of holding company affiliates and the regulation of consumer
financial services and products. In particular, and among other things, the Dodd-Frank Act: creates
a Bureau of Consumer Financial Protection authorized to regulate providers of consumer credit,
savings, payment and other consumer financial products and services; narrows the scope of federal
preemption of state consumer laws enjoyed by national banks and federal savings associations and
expands the authority of state attorneys general to bring actions to enforce federal consumer
protection legislation; imposes more stringent capital requirements on bank holding companies and
subjects certain activities, including interstate mergers and acquisitions, to heightened capital
conditions; significantly expands underwriting requirements applicable to loans secured by 1-4
family residential real property; restricts the interchange fees payable on debit card transactions
for issuers with $10 billion in assets or greater; requires the originator of a securitized loan,
or the sponsor of a securitization, to retain at least 5% of the credit risk of securitized
exposures unless the underlying exposures are qualified residential mortgages or meet certain
underwriting standards to be determined by regulation; creates a Financial Stability Oversight
Council as part of a regulatory structure for identifying emerging systemic risks and improving
interagency cooperation; provides for enhanced regulation of advisers to private funds and of the
derivatives markets; enhances oversight of credit rating agencies; and prohibits banking agency
requirements tied to credit ratings.
Numerous provisions of the Dodd-Frank Act are required to be implemented through rulemaking by
the appropriate federal regulatory agencies over the next few years. It is not clear what form
such regulations will ultimately take or if certain provisions of the Dodd-Frank Act will be
amended prior to their implementation. Furthermore, while the reforms primarily target systemically
important financial service providers, their influence is expected to filter down in varying
degrees to smaller institutions over time. As a result, in many respects, the ultimate impact of
the Dodd-Frank Act will not be fully known for years, and no current assurance may be given that
the Dodd-Frank Act, or any other new legislative changes, will not have a negative impact on the
results of operations and financial condition of the Company and its subsidiaries.
The Increasing Importance of Capital
While capital has historically been one of the key measures of the financial health of both
holding companies and depository institutions, its role is becoming fundamentally more important in
the wake of the financial crisis. Not only will capital requirements increase, but the type of
instruments that constitute capital will also change, and, as a result of the Dodd-Frank Act, after
a phase-in period, bank holding companies will have to hold capital under rules as stringent as
those for insured depository institutions. Moreover, the actions of the international Basel
Committee on Banking Supervision, a committee of central banks and bank supervisors, to reassess
the nature and uses of capital in connection with an initiative called Basel III, discussed
below, will likely have a significant impact on the capital requirements applicable to U.S. bank
holding companies and depository institutions.
2
Required Capital Levels. As indicated above, the Dodd-Frank Act mandates the Federal Reserve
to establish minimum capital levels for bank holding companies on a consolidated basis that are as
stringent as those required for insured depository institutions. The components of Tier 1 capital
will be restricted to capital instruments that are currently considered to be Tier 1 capital for
insured depository institutions. As a result, the proceeds of trust preferred securities will be
excluded from Tier 1 capital unless such securities were issued prior to May 19, 2010 by bank
holding companies with less than $15 billion of assets. As the Company has assets of less than $15
billion, it will be able to maintain its trust preferred proceeds as capital but it will have to
comply with new capital mandates in other respects, and it will not be able to raise Tier 1 capital
in the future through the issuance of trust preferred securities.
Under current federal regulations, the subsidiary Banks (as defined below) are subject to,
and, after a phase-in period, the Company will be subject to, the following minimum capital
standards: (i) a leverage requirement consisting of a minimum ratio of Tier 1 capital to total
assets of 3% for the most highly-rated banks and with a minimum requirement of at least 4% for all
others; and (ii) a risk-based capital requirement consisting of a minimum ratio of total capital to
total risk-weighted assets of 8% and a minimum ratio of Tier 1 capital to total risk-weighted
assets of 4%. For this purpose, Tier 1 capital consists primarily of common stock, noncumulative
perpetual preferred stock and related surplus less intangible assets (other than certain loan
servicing rights and purchased credit card relationships). Total capital consists primarily of Tier
1 capital plus Tier 2 capital, which includes other non-permanent capital items such as certain
other debt and equity instruments that do not qualify as Tier 1 capital and a portion of the Banks
allowances for loan and lease losses.
The capital requirements described above are minimum requirements. Federal law and
regulations provide various incentives for banking organizations to maintain regulatory capital at
levels in excess of minimum regulatory requirements. For example, a banking organization that is
well-capitalized may qualify for exemptions from prior notice or application requirements
otherwise applicable to certain types of activities, may qualify for expedited processing of other
required notices or applications and may accept brokered deposits. Additionally, one of the
criteria that determines a bank holding companys eligibility to operate as a financial holding
company (see Acquisitions, Activities and Changes in Control below) is a requirement that all of
its depository institution subsidiaries be well-capitalized. Under the Dodd-Frank Act, that
requirement is extended such that, as of July 21, 2011, bank holding companies, as well as their
depository institution subsidiaries, will have to be well-capitalized in order to operate as
financial holding companies. Under the capital regulations of the Federal Reserve, in order to be
well-capitalized a banking organization must maintain a ratio of total capital to total
risk-weighted assets of 10% or greater, a ratio of Tier 1 capital to total risk-weighted assets of
6% or greater and a ratio of Tier 1 capital to total assets of 5% or greater.
Higher capital levels may also be required if warranted by the particular circumstances or
risk profiles of individual banking organizations. For example, the Federal Reserves capital
guidelines contemplate that additional capital may be required to take adequate account of, among
other things, interest rate risk, or the risks posed by concentrations of credit, nontraditional
activities or securities trading activities. Further, any banking organization experiencing or
anticipating significant growth would be expected to maintain capital ratios,
including tangible capital positions (i.e., Tier 1 capital less all intangible assets), well
above the minimum levels.
3
It is important to note that certain provisions of the Dodd-Frank Act and Basel III, discussed
below, will ultimately establish strengthened capital standards for banks and bank holding
companies, will require more capital to be held in the form of common stock and will disallow
certain funds from being included in a Tier 1 capital determination. Once fully implemented, these
provisions may represent regulatory capital requirements which are meaningfully more stringent than
those outlined above.
Prompt Corrective Action. A banking organizations capital plays an important role in
connection with regulatory enforcement as well. Federal law provides the federal banking
regulators with broad power to take prompt corrective action to resolve the problems of
undercapitalized institutions. The extent of the regulators powers depends on whether the
institution in question is adequately capitalized, undercapitalized, significantly
undercapitalized or critically undercapitalized, in each case as defined by regulation.
Depending upon the capital category to which an institution is assigned, the regulators corrective
powers include: (i) requiring the institution to submit a capital restoration plan; (ii) limiting
the institutions asset growth and restricting its activities; (iii) requiring the institution to
issue additional capital stock (including additional voting stock) or to be acquired; (iv)
restricting transactions between the institution and its affiliates; (v) restricting the interest
rate the institution may pay on deposits; (vi) ordering a new election of directors of the
institution; (vii) requiring that senior executive officers or directors be dismissed; (viii)
prohibiting the institution from accepting deposits from correspondent banks; (ix) requiring the
institution to divest certain subsidiaries; (x) prohibiting the payment of principal or interest on
subordinated debt; and (xi) ultimately, appointing a receiver for the institution.
As of December 31, 2010: (i) none of the Banks was subject to a directive from the Federal
Reserve to increase capital to an amount in excess of the minimum regulatory capital requirements;
(ii) each Bank exceeded its minimum regulatory capital requirements under Federal Reserve capital
adequacy guidelines; and (iii) each Bank was well-capitalized, as defined by Federal Reserve
regulations. As of December 31, 2010, the Company had regulatory capital in excess of the Federal
Reserves minimum requirements.
Basel III. The current risk-based capital guidelines that apply to the Banks and will apply
to the Company are based upon the 1988 capital accord of the international Basel Committee on
Banking Supervision, a committee of central banks and bank supervisors, as implemented by the U.S.
federal banking agencies on an interagency basis. In 2008, the banking agencies collaboratively
began to phase-in capital standards based on a second capital accord, referred to as Basel II,
for large or core international banks (generally defined for U.S. purposes as having total assets
of $250 billion or more or consolidated foreign exposures of $10 billion or more). Basel II
emphasized internal assessment of credit, market and operational risk, as well as supervisory
assessment and market discipline in determining minimum capital requirements.
4
On September 12, 2010, the Group of Governors and Heads of Supervision, the oversight body of
the Basel Committee on Banking Supervision, announced agreement to a strengthened set of capital
requirements for banking organizations in the United States and around the world, known as Basel
III. The agreement is currently supported by the U.S. federal banking agencies. As agreed to,
Basel III is intended to be fully-phased in on a global basis on January 1, 2019. However, the
ultimate timing and scope of any U.S. implementation of Basel III remains uncertain. As agreed to,
Basel III would require, among other things: (i) an increase in minimum required common equity to
7% of total assets; (ii) an increase in the minimum required amount of Tier 1 capital from the
current level of 4% of total assets to 8.5% of total assets; (iii) an increase in the minimum
required amount of Total Capital, from the current level of 8% to 10.5%. Each of these increased
requirements includes 2.5% attributable to a capital conservation buffer to be phased in from
January 2016 until January 1, 2019. The purpose of the conservation buffer is to ensure that banks
maintain a buffer of capital that can be used to absorb losses during periods of financial and
economic stress. There will also be a required countercyclical buffer to achieve the broader goal
of protecting the banking sector from periods of excess aggregate credit growth.
Pursuant to Basel III, certain deductions and prudential filters, including noncontrolling
interests in financial institutions, mortgage servicing rights and deferred tax assets from timing
differences, would be deducted in increasing percentages beginning January 1, 2014, and would be
fully deducted from common equity by January 1, 2018. Certain instruments that no longer qualify
as Tier 1 capital, such as trust preferred securities, also would be subject to phase-out over a
10-year period beginning January 1, 2013.
The Basel III agreement calls for national jurisdictions to implement the new requirements
beginning January 1, 2013. At that time, the U.S. federal banking agencies, including the Federal
Reserve, will be expected to have implemented appropriate changes to incorporate the Basel III
concepts into U.S. capital adequacy standards. Although the Basel III changes, as implemented in
the United States, will likely result in generally higher regulatory capital standards, it is
difficult at this time to predict how any new standards will ultimately be applied to the Company
and the Banks.
The Company
General. The Company, as the sole shareholder of the Banks, is a bank holding company. As a
bank holding company, the Company is registered with, and is subject to regulation by, the Federal
Reserve under the Bank Holding Company Act of 1956, as amended (the BHCA). In accordance with
Federal Reserve policy, and as now codified by the Dodd-Frank Act, the Company is legally obligated
to act as a source of financial strength to the Banks and to commit resources to support the Banks
in circumstances where the Company might not otherwise do so. Under the BHCA, the Company is
subject to periodic examination by the Federal Reserve. The Company is also required to file with
the Federal Reserve periodic reports of the Companys operations and such additional information
regarding the Company and its subsidiaries as the Federal Reserve may require.
5
Acquisitions, Activities and Change in Control. The primary purpose of a bank holding company
is to control and manage banks. The BHCA generally requires the prior approval of the Federal
Reserve for any merger involving a bank holding company or any acquisition by a bank holding
company of another bank or bank holding company. Subject to certain conditions (including deposit
concentration limits established by the BHCA and the Dodd-Frank Act), the Federal Reserve may allow
a bank holding company to acquire banks located in any state of the United States. In approving
interstate acquisitions, the Federal Reserve is required to give effect to applicable state law
limitations on the aggregate amount of deposits that may be held by the acquiring bank holding
company and its insured depository institution affiliates in the state in which the target bank is
located (provided that those limits do not discriminate against out-of-state depository
institutions or their holding companies) and state laws that require that the target bank have been
in existence for a minimum period of time (not to exceed five years) before being acquired by an
out-of-state bank holding company. Furthermore, in accordance with the Dodd-Frank Act, as of July
21, 2011, bank holding companies must be well-capitalized in order to effect interstate mergers or
acquisitions. For a discussion of the capital requirements, see The Increasing Importance of
Capital above.
The BHCA generally prohibits the Company from acquiring direct or indirect ownership or
control of more than 5% of the voting shares of any company that is not a bank and from engaging in
any business other than that of banking, managing and controlling banks or furnishing services to
banks and their subsidiaries. This general prohibition is subject to a number of exceptions. The
principal exception allows bank holding companies to engage in, and to own shares of companies
engaged in, certain businesses found by the Federal Reserve prior to November 11, 1999 to be so
closely related to banking ... as to be a proper incident thereto. This authority would permit
the Company to engage in a variety of banking-related businesses, including the ownership and
operation of a savings association, or any entity engaged in consumer finance, equipment leasing,
the operation of a computer service bureau (including software development), and mortgage banking
and brokerage. The BHCA generally does not place territorial restrictions on the domestic
activities of non-bank subsidiaries of bank holding companies.
Additionally, bank holding companies that meet certain eligibility requirements prescribed by
the BHCA and elect to operate as financial holding companies may engage in, or own shares in
companies engaged in, a wider range of nonbanking activities, including securities and insurance
underwriting and sales, merchant banking and any other activity that the Federal Reserve, in
consultation with the Secretary of the Treasury, determines by regulation or order is financial in
nature or incidental to any such financial activity or that the Federal Reserve determines by order
to be complementary to any such financial activity and does not pose a substantial risk to the
safety or soundness of depository institutions or the financial system generally. The Company has
not elected to operate as a financial holding company.
Federal law also prohibits any person or company from acquiring control of an FDIC-insured
depository institution or its holding company without prior notice to the appropriate federal bank
regulator. Control is conclusively presumed to exist upon the acquisition of 25% or more of the
outstanding voting securities of a bank or bank holding company, but may arise under certain
circumstances between 10% and 24.99% ownership.
6
Capital Requirements. Bank holding companies are required to maintain minimum levels of
capital in accordance with Federal Reserve capital adequacy guidelines, as affected the Dodd-Frank
Act and Basel III. For a discussion of capital requirements, see The Increasing Importance of
Capital above. If capital levels fall below the minimum required levels, a bank holding company,
among other things, may be denied approval to acquire or establish additional banks or non-bank
businesses.
Emergency Economic Stabilization Act of 2008. Events in the U.S. and global financial markets
over the past several years, including the deterioration of the worldwide credit markets, have
created significant challenges for financial institutions throughout the country. In response to
this crisis affecting the U.S. banking system and financial markets, on October 3, 2008, the U.S.
Congress passed, and the President signed into law, the Emergency Economic Stabilization Act of
2008 (the EESA). The EESA authorized the Secretary of the Treasury to implement various
temporary emergency programs designed to strengthen the capital positions of financial institutions
and stimulate the availability of credit within the U.S. financial system. Financial institutions
participating in certain of the programs established under the EESA are required to adopt the
Treasurys standards for executive compensation and corporate governance.
The Treasury Capital Purchase Program. On October 14, 2008, the Treasury announced that it
would provide Tier 1 capital (in the form of perpetual preferred stock) to eligible financial
institutions. This program, known as the Treasury Capital Purchase Program (the CPP), allocated
$250 billion from the $700 billion authorized by the EESA to the Treasury for the purchase of
senior preferred shares from qualifying financial institutions (the CPP Preferred Stock). Under
the program, eligible institutions were able to sell equity interests to the Treasury in amounts
equal to between 1% and 3% of the institutions risk-weighted assets. The CPP Preferred Stock is
non-voting and pays dividends at the rate of 5% per annum for the first five years and thereafter
at a rate of 9% per annum. In conjunction with the purchase of the CPP Preferred Stock, the
Treasury received warrants to purchase common stock from the participating public institutions with
an aggregate market price equal to 15% of the preferred stock investment. Participating financial
institutions are required to adopt the Treasurys standards for executive compensation and
corporate governance for the period during which the Treasury holds equity issued under the CPP.
These requirements are discussed in more detail in the Compensation Discussion and Analysis section
in the Companys proxy statement, which is incorporated by reference in this Form 10-K.
Pursuant to the CPP, on February 13, 2009, the Company entered into a Letter Agreement with
Treasury, pursuant to which the Company issued (i) 38,237 shares of its Fixed Rate Cumulative
Perpetual Preferred Stock, Series D and (ii) a warrant to purchase 521,888 shares of the Companys
common stock for an aggregate purchase price of $38.237 million in cash. The Companys federal
regulators, the Treasury and the Treasurys Office of the Inspector General maintain significant
oversight over the Company as a participating institution, to evaluate how it is using the capital
provided and to ensure that it strengthens its efforts to help its borrowers avoid foreclosure,
which is one of the core aspects of the EESA.
7
Dividend Payments. The Companys ability to pay dividends to its shareholders may be affected
by both general corporate law considerations and policies of the Federal Reserve
applicable to bank holding companies. As a Delaware corporation, the Company is subject to the
limitations of the Delaware General Corporation Law (the DGCL), which allow the Company to pay
dividends only out of its surplus (as defined and computed in accordance with the provisions of the
DGCL) or if the Company has no such surplus, out of its net profits for the fiscal year in which
the dividend is declared and/or the preceding fiscal year.
As a general matter, the Federal Reserve indicates that the board of directors of a bank
holding company should eliminate, defer or significantly reduce the dividends if: (i) the
companys net income available to shareholders for the past four quarters, net of dividends
previously paid during that period, is not sufficient to fully fund the dividends; (ii) the
prospective rate of earnings retention is inconsistent with the companys capital needs and overall
current and prospective financial condition; or (iii) the company will not meet, or is in danger of
not meeting, its minimum regulatory capital adequacy ratios. The Federal Reserve also possesses
enforcement powers over bank holding companies and their non-bank subsidiaries to prevent or remedy
actions that represent unsafe or unsound practices or violations of applicable statutes and
regulations. Among these powers is the ability to proscribe the payment of dividends by banks and
bank holding companies.
Furthermore, with respect to the Companys participation in the CPP, the terms of the CPP
Preferred Stock provide that no dividends on any common or preferred stock that ranks equal to or
junior to the CPP Preferred Stock may be paid unless and until all accrued and unpaid dividends for
all past dividend periods on the CPP Preferred Stock have been fully paid.
Federal Securities Regulation. The Companys common stock is registered with the SEC under
the Securities Act of 1933, as amended, and the Securities Exchange Act of 1934, as amended (the
Exchange Act). Consequently, the Company is subject to the information, proxy solicitation,
insider trading and other restrictions and requirements of the SEC under the Exchange Act.
Corporate Governance. The Dodd-Frank Act addresses many investor protection, corporate
governance and executive compensation matters that will affect most U.S. publicly traded companies.
The Dodd-Frank Act will increase stockholder influence over boards of directors by requiring
companies to give stockholders a non-binding vote on executive compensation and so-called golden
parachute payments, and authorizing the SEC to promulgate rules that would allow stockholders to
nominate and solicit voters for their own candidates using a companys proxy materials. The
legislation also directs the Federal Reserve to promulgate rules prohibiting excessive compensation
paid to bank holding company executives, regardless of whether the company is publicly traded.
The Banks
General. The Company owns three subsidiary banks (collectively, the Banks): Quad City Bank
and Trust Company (Quad City Bank & Trust) and Cedar Rapids Bank and Trust Company (Cedar Rapids
Bank & Trust) are chartered under Iowa law (collectively, the Iowa Banks) and Rockford Bank and
Trust Company (Rockford Bank & Trust) is chartered under Illinois law. The deposit accounts of
the Banks are insured by the FDICs Deposit Insurance Fund
(DIF) to the maximum extent provided under federal law and FDIC regulations. The Banks are
also members of the Federal Reserve System (member banks).
8
As Iowa-chartered, FDIC-insured member banks, the Iowa Banks are subject to the examination,
supervision, reporting and enforcement requirements of the Iowa Superintendent, as the chartering
authority for Iowa banks. As an Illinois-chartered, FDIC-insured member bank, Rockford Bank &
Trust is subject to the examination, supervision, reporting and enforcement requirements of the
DFPR, as the chartering authority for Illinois banks. The Banks are also subject to the
examination, reporting and enforcement requirements of the Federal Reserve, as the primary federal
regulator of member banks. In addition, the FDIC, as administrator of the DIF, has regulatory
authority over the Banks.
Deposit Insurance. As FDIC-insured institutions, the Banks are required to pay deposit
insurance premium assessments to the FDIC. The FDIC has adopted a risk-based assessment system
whereby FDIC-insured depository institutions pay insurance premiums at rates based on their risk
classification. An institutions risk classification is assigned based on its capital levels and
the level of supervisory concern the institution poses to the regulators.
On November 12, 2009, the FDIC adopted a final rule that required insured depository
institutions to prepay on December 30, 2009, their estimated quarterly risk-based assessments for
the fourth quarter of 2009 and for all of 2010, 2011, and 2012. On December 31, 2009, the Banks
collectively paid the FDIC $7.8 million in prepaid assessments. The FDIC determined each
institutions prepaid assessment based on the institutions: (i) actual September 30, 2009
assessment base, increased quarterly by a five percent annual growth rate through the fourth
quarter of 2012; and (ii) total base assessment rate in effect on September 30, 2009, increased by
an annualized three basis points beginning in 2011. The FDIC began to offset prepaid assessments
on March 30, 2010, representing payment of the regular quarterly risk-based deposit insurance
assessment for the fourth quarter of 2009. Any prepaid assessment not exhausted after collection
of the amount due on June 30, 2013, will be returned to the institution.
Amendments to the Federal Deposit Insurance Act also revise the assessment base against which
an insured depository institutions deposit insurance premiums paid to the DIF will be calculated.
Under the amendments, the assessment base will no longer be the institutions deposit base, but
rather its average consolidated total assets less its average tangible equity. This may shift the
burden of deposit insurance premiums toward those large depository institutions that rely on
funding sources other than U.S. deposits. Additionally, the Dodd-Frank Act makes changes to the
minimum designated reserve ratio of the DIF, increasing the minimum from 1.15% to 1.35% of the
estimated amount of total insured deposits, and eliminating the requirement that the FDIC pay
dividends to depository institutions when the reserve ratio exceeds certain thresholds. The FDIC
is given until September 3, 2020 to meet the 1.35 reserve ratio target. Several of these provisions
could increase the Banks FDIC deposit insurance premiums.
The Dodd-Frank Act permanently increases the maximum amount of deposit insurance for banks,
savings institutions and credit unions to $250,000 per insured depositor, retroactive to January 1,
2009. Furthermore, the legislation provides that non-interest bearing transaction
accounts have unlimited deposit insurance coverage through December 31, 2012. This temporary
unlimited deposit insurance coverage replaces the Transaction Account Guarantee Program (TAGP)
that expired on December 31, 2010. It covers all depository institution noninterest-bearing
transaction accounts, but not low interest-bearing accounts. Unlike TAGP, there is no special
assessment associated with the temporary unlimited insurance coverage, nor may institutions opt-out
of the unlimited coverage.
9
FICO Assessments. The Financing Corporation (FICO) is a mixed-ownership governmental
corporation chartered by the former Federal Home Loan Bank Board pursuant to the Competitive
Equality Banking Act of 1987 to function as a financing vehicle for the recapitalization of the
former Federal Savings and Loan Insurance Corporation. FICO issued 30-year noncallable bonds of
approximately $8.1 billion that mature in 2017 through 2019. FICOs authority to issue bonds ended
on December 12, 1991. Since 1996, federal legislation has required that all FDIC-insured
depository institutions pay assessments to cover interest payments on FICOs outstanding
obligations. These FICO assessments are in addition to amounts assessed by the FDIC for deposit
insurance. During the year ended December 31, 2010, the FICO assessment rate was approximately
0.01% of deposits.
Supervisory Assessments. Each of the Banks is required to pay supervisory assessments to its
respective state banking regulator to fund the operations of that agency. The amount of the
assessment payable by each Bank is calculated on the basis of that Banks total assets. During the
year ended December 31, 2010, the Iowa Banks paid supervisory assessments to the Iowa
Superintendent totaling $153 thousand and Rockford Bank & Trust paid supervisory assessments to the
DFPR totaling $46 thousand.
Capital Requirements. Banks are generally required to maintain capital levels in excess of
other businesses. For a discussion of capital requirements, see The Increasing Importance of
Capital above.
Liability of Commonly Controlled Institutions. Under federal law, institutions insured by the
FDIC may be liable for any loss incurred by, or reasonably expected to be incurred by, the FDIC in
connection with the default of commonly controlled FDIC-insured depository institutions or any
assistance provided by the FDIC to commonly controlled FDIC-insured depository institutions in
danger of default. Because the Company controls each of the Banks, the Banks are commonly
controlled for purposes of these provisions of federal law.
Dividend Payments. The primary source of funds for the Company is dividends from the Banks.
In general, the Banks may only pay dividends either out of their historical net income after any
required transfers to surplus or reserves have been made or out of their retained earnings. The
Federal Reserve Act also imposes limitations on the amount of dividends that may be paid by state
member banks, such as the Banks. Without prior Federal Reserve approval, a state member bank may
not pay dividends in any calendar year that, in the aggregate, exceed the banks calendar
year-to-date net income plus the banks retained net income for the two preceding calendar years.
The payment of dividends by any financial institution is affected by the requirement to
maintain adequate capital pursuant to applicable capital adequacy guidelines and regulations, and a
financial institution generally is prohibited from paying any dividends if, following payment
thereof, the institution would be undercapitalized. As described above, each of the Banks exceeded
its minimum capital requirements under applicable guidelines as of December 31, 2010.
Notwithstanding the availability of funds for dividends, however, the Federal Reserve may prohibit
the payment of any dividends by the Banks if the Federal Reserve determines such payment would
constitute an unsafe or unsound practice.
10
Insider Transactions. The Banks are subject to certain restrictions imposed by federal law on
covered transactions between the Banks and their affiliates. The Company is an affiliate of
each Bank for purposes of these restrictions, and covered transactions subject to the restrictions
include extensions of credit to the Company, investments in the stock or other securities of the
Company and the acceptance of the stock or other securities of the Company as collateral for loans
made by the Banks. The Dodd-Frank Act enhances the requirements for certain transactions with
affiliates as of July 21, 2011, including an expansion of the definition of covered transactions
and an increase in the amount of time for which collateral requirements regarding covered
transactions must be maintained.
Certain limitations and reporting requirements are also placed on extensions of credit by the
Banks to directors and officers, to directors and officers of the Company, to principal
shareholders of the Company and to related interests of such directors, officers and principal
shareholders. In addition, federal law and regulations may affect the terms upon which any person
who is a director or officer of the Company or the Banks or a principal shareholder of the Company
may obtain credit from banks with which the Banks maintain correspondent relationships.
Safety and Soundness Standards. The federal banking agencies have adopted guidelines that
establish operational and managerial standards to promote the safety and soundness of federally
insured depository institutions. The guidelines set forth standards for internal controls,
information systems, internal audit systems, loan documentation, credit underwriting, interest rate
exposure, asset growth, compensation, fees and benefits, asset quality and earnings.
In general, the safety and soundness guidelines prescribe the goals to be achieved in each
area, and each institution is responsible for establishing its own procedures to achieve those
goals. If an institution fails to comply with any of the standards set forth in the guidelines,
the institutions primary federal regulator may require the institution to submit a plan for
achieving and maintaining compliance. If an institution fails to submit an acceptable compliance
plan, or fails in any material respect to implement a compliance plan that has been accepted by its
primary federal regulator, the regulator is required to issue an order directing the institution to
cure the deficiency. Until the deficiency cited in the regulators order is cured, the regulator
may restrict the institutions rate of growth, require the institution to increase its capital,
restrict the rates the institution pays on deposits or require the institution to take any action
the regulator deems appropriate under the circumstances. Noncompliance with the standards
established by the safety and soundness guidelines may also constitute grounds for other
enforcement action by the
federal banking regulators, including cease and desist orders and civil money penalty
assessments.
Branching Authority. The Iowa Banks have the authority under Iowa law to establish branches
anywhere in the State of Iowa, subject to receipt of all required regulatory approvals. In 1997,
the Company formed a de novo Illinois bank that was merged into Quad City Bank & Trust, resulting
in the Quad City Bank & Trust establishing a branch office in Illinois. Under Illinois law, Quad
City Bank & Trust may continue to establish offices in Illinois to the same extent permitted for an
Illinois bank (subject to certain conditions, including certain regulatory notice requirements).
Similarly, Rockford Bank & Trust has the authority under Illinois law to establish branches
anywhere in the State of Illinois, subject to receipt of all required regulatory approvals.
11
Federal law permits state and national banks to merge with banks in other states subject to:
(i) regulatory approval; (ii) federal and state deposit concentration limits; and (iii) state law
limitations requiring the merging bank to have been in existence for a minimum period of time (not
to exceed five years) prior to the merger. The establishment of new interstate branches or the
acquisition of individual branches of a bank in another state (rather than the acquisition of an
out-of-state bank in its entirety) has historically been permitted only in those states the laws of
which expressly authorize such expansion. However, the Dodd-Frank Act permits well-capitalized
banks to establish branches across state lines without these impediments effective as of the day
after its enactment, July 22, 2010.
State Bank Investments and Activities. The Banks are generally permitted to make investments
and engage in activities directly or through subsidiaries as authorized by Iowa or Illinois law, as
applicable. However, under federal law and FDIC regulations, FDIC-insured state banks are
prohibited, subject to certain exceptions, from making or retaining equity investments of a type,
or in an amount, that are not permissible for a national bank. Federal law and FDIC regulations
also prohibit FDIC-insured state banks and their subsidiaries, subject to certain exceptions, from
engaging as principal in any activity that is not permitted for a national bank unless the bank
meets, and continues to meet, its minimum regulatory capital requirements and the FDIC determines
the activity would not pose a significant risk to the deposit insurance fund of which the bank is a
member. These restrictions have not had, and are not currently expected to have, a material impact
on the operations of the Banks.
Transaction Account Reserves. Federal Reserve regulations, as presently in effect, require
depository institutions to maintain reserves against their transaction accounts (primarily NOW and
regular checking accounts), as follows: for transaction accounts aggregating more than $10.7
million to $58.8 million, the reserve requirement is 3% of total transaction accounts; and for
transaction accounts aggregating in excess of $58.8 million, the reserve requirement is $1.443
million plus 10% of the aggregate amount of total transaction accounts in excess of $58.8 million.
The first $10.7 million of otherwise reservable balances are exempted from the reserve
requirements. These reserve requirements are subject to annual adjustment by the Federal Reserve.
The Banks are in compliance with the foregoing requirements.
Consumer Financial Services. There are numerous developments in federal and state laws
regarding consumer financial products and services that impact the Banks business. Importantly,
the current structure of federal consumer protection regulation applicable to all providers of
consumer financial products and services will change on July 21, 2011. In this regard, the
Dodd-Frank Act creates a new Consumer Financial Protection Bureau (the Bureau) with extensive
powers to supervise and enforce consumer protection laws. The Bureau has broad rule-making
authority for a wide range of consumer protection laws that apply to all providers of consumer
products and services, including the Banks, as well as the authority to prohibit unfair, deceptive
or abusive acts and practices. The Bureau has examination and enforcement authority over providers
with more than $10 billion in assets. Banks and savings institutions with $10 billion or less in
assets, like the Banks, will continue to be examined by their applicable bank regulators. The
Dodd-Frank Act also generally weakens the federal preemption available for national banks and
federal savings associations, and gives state attorneys general the ability to enforce applicable
federal consumer protection laws. It is unclear what changes will be promulgated by the Bureau and
what effect, if any, such changes would have on the Banks.
12
The Dodd-Frank Act contains additional provisions that affect consumer mortgage lending.
First, the new law significantly expands underwriting requirements applicable to loans secured by
1-4 residential real property and augments federal law combating predatory lending practices. In
addition to numerous new disclosure requirements, the Dodd-Frank Act imposes new standards for
mortgage loan originations on all lenders, including banks and savings associations, in an effort
to strongly encourage lenders to verify a borrowers ability to repay. Most significantly, the new
standards limit the total points and fees that the banks and/or a broker may charge on conforming
and jumbo loans to 3% of the total loan amount. Also, the Dodd-Frank Act, in conjunction with the
Federal Reserves final rule on loan originator compensation effective April 1, 2011, prohibits
certain compensation payments to loan originators and prohibits steering consumers to loans not in
their interest because it will result in greater compensation for a loan originator. These
standards may result in a myriad of new system, pricing and compensation controls in order to
ensure compliance and to decrease repurchase requests and foreclosure defenses. In addition, the
Dodd-Frank Act generally requires lenders or securitizers to retain an economic interest in the
credit risk relating to loans the lender sells and other asset-backed securities that the
securitizer issues if the loans have not complied with the ability to repay standards. The risk
retention requirement generally will be 5%, but could be increased or decreased by regulation.
Federal and state laws further impact mortgage foreclosures and loan modifications, many of
which laws have the effect of delaying or impeding the foreclosure process. Legislation has been
introduced in the U.S. Senate that would amend the Bankruptcy Code to permit bankruptcy courts to
compel servicers and homeowners to enter mediation before initiating foreclosure. While legislation
compelling loan modifications in Chapter 13 bankruptcies was approved by the House in 2010, the
legislation was not approved by the Senate, and the requirement was not included in the Dodd-Frank
Act or any other legislative or regulatory reforms. The scope, duration and terms of potential
future legislation with similar effect continue to be discussed.
13
Illinois has enacted several laws that impact the timing of foreclosures and encourage loan
modification efforts, and there is momentum for further legislation to prevent foreclosures through
loss mitigation and ensure that documents submitted to the court are authentic and free from deceit
and fraud. Attorney General Lisa Madigan proposed a foreclosure bill in November 2010, which would
require banks, among other requirements, to: (i) comply with applicable federal, State, local or
contractual loss mitigation program, and if no program results in a modification, the bank must
review the mortgage under the other programs utilized by the bank; (ii) prove that the affiant has
personal knowledge of the facts; (iii) produce detailed affidavits on efforts to find missing
notes; (iv) provide a loss mitigation affidavit describing steps a bank took to assess a mortgage
loans eligibility for modification under designated federal programs. Proceedings must be stayed
until the court determines that a lender has complied with these requirements. The Banks cannot
predict whether such legislation will be passed or the impact, if any, it would have on the Banks
business. In the meantime, the DFPR released a press release on December 14, 2010 seeking
voluntary compliance from Illinois lenders and loan servicers to a 9-point affidavit plan to ensure
the integrity of foreclosure affidavits.
Furthermore, Quad City Bank & Trust, as an issuer of credit cards to its customers and to the
customers of correspondent and agent banks, has been impacted by the Credit Card Accountability,
Responsibility and Disclosure Act of 2009 (the CARD Act), which required management attention and
resources to make necessary disclosure and system changes. Among many other requirements, the CARD
Act limits pricing flexibility, limits the ability to change rates, fees and other terms
(especially on outstanding balances), gives consumers the right to reject many changes, restricts
the effectiveness of penalty and risk-based pricing programs, dictates how certain payments are
applied (for example to higher APRs before lower APRs), and impacts the time that must be allowed
for payment to avoid late fees and to obtain the benefit of a grace period. In addition,
significant new disclosure requirements may impact the ways in which consumers use and repay their
accounts. The new requirements have prompted Quad City Bank & Trust to realign its practices to
compensate for the impact of the CARD Act by adjusting the rates, fees, minimum payments, and other
terms on its accounts and the ways in which those accounts are underwritten, managed and processed.
14
Appendix B
GUIDE 3 INFORMATION
The following tables and schedules show selected comparative financial information required by the
Securities and Exchange Commission
Securities Act Guide 3, regarding the business of QCR Holdings, Inc. (the Company) for the
periods shown.
I. Distribution of Assets, Liabilities and Stockholders Equity; Interest Rates and Interest
Differential
A. and B. Consolidated Average Balance Sheets and Analysis of Net Interest Earnings
The information requested is disclosed in Managements Discussion and Analysis section of the the
Companys Form 10-K for the fiscal year ended December 31, 2010.
C. Analysis of Changes of Interest Income/Interest Expense
The information requested is disclosed in Managements Discussion and Analysis section of the the
Companys Form 10-K for the fiscal year ended December 31, 2010.
B-1
II. Investment Portfolio
A. Investment Securities
The following tables present the amortized cost and fair value of investment securities as of
December 31, 2010, 2009, and 2008
Gross | Gross | |||||||||||||||
Amortized | Unrealized | Unrealized | Fair | |||||||||||||
Cost | Gains | (Losses) | Value | |||||||||||||
(dollars in thousands) | ||||||||||||||||
December 31, 2010 |
||||||||||||||||
Securities held to maturity: |
||||||||||||||||
Other bonds |
$ | 300 | $ | | $ | | $ | 300 | ||||||||
Totals |
$ | 300 | $ | | $ | | $ | 300 | ||||||||
Securities available for sale: |
||||||||||||||||
U.S. govt. sponsored agency securities |
$ | 401,711 | $ | 3,219 | $ | (2,705 | ) | $ | 402,225 | |||||||
Municipal securities |
20,135 | 579 | (110 | ) | 20,604 | |||||||||||
Residential mortgage-backed securities |
65 | 6 | | 71 | ||||||||||||
Trust preferred securities |
86 | | (8 | ) | 78 | |||||||||||
Other securities |
1,415 | 168 | (14 | ) | 1,569 | |||||||||||
Totals |
$ | 423,412 | $ | 3,972 | $ | (2,837 | ) | $ | 424,547 | |||||||
December 31, 2009 |
||||||||||||||||
Securities held to maturity: |
||||||||||||||||
Other bonds |
$ | 350 | $ | | $ | | $ | 350 | ||||||||
Totals |
$ | 350 | $ | | $ | | $ | 350 | ||||||||
Securities available for sale: |
||||||||||||||||
U.S. govt. sponsored agency securities |
$ | 345,623 | $ | 1,525 | $ | (2,124 | ) | $ | 345,024 | |||||||
Municipal securities |
22,006 | 923 | (79 | ) | 22,850 | |||||||||||
Residential mortgage-backed securities |
481 | 15 | | 496 | ||||||||||||
Trust preferred securities |
200 | | (101 | ) | 99 | |||||||||||
Other securities |
1,642 | 67 | (8 | ) | 1,701 | |||||||||||
Totals |
$ | 369,952 | $ | 2,530 | $ | (2,312 | ) | $ | 370,170 | |||||||
December 31, 2008 |
||||||||||||||||
Securities held to maturity: |
||||||||||||||||
Other bonds |
$ | 350 | $ | | $ | | $ | 350 | ||||||||
Totals |
$ | 350 | $ | | $ | | $ | 350 | ||||||||
Securities available for sale: |
||||||||||||||||
U.S. Treasury securities |
$ | 4,318 | $ | 71 | $ | | $ | 4,389 | ||||||||
Residential mortgage-backed securities |
803 | 6 | (1 | ) | 808 | |||||||||||
U.S. govt. sponsored agency securities |
220,560 | 5,773 | (90 | ) | 226,243 | |||||||||||
Municipal securities |
23,259 | 308 | (219 | ) | 23,348 | |||||||||||
Trust preferred securities |
200 | | (35 | ) | 165 | |||||||||||
Other securities |
1,133 | 18 | (378 | ) | 773 | |||||||||||
Totals |
$ | 250,273 | $ | 6,176 | $ | (723 | ) | $ | 255,726 | |||||||
NOTE: Stock of the Federal Home Loan Bank and Federal Reserve Bank are NOT included in the above.
The Company reports these investments separately on the consolidated balance sheets. Following is
the carrying value as of December 31, 2010, 2009, and 2008:
As of December 31, | ||||||||||||
2010 | 2009 | 2008 | ||||||||||
(dollars in thousands) | ||||||||||||
Federal Home Loan Bank |
$ | 12,980 | $ | 11,813 | $ | 11,796 | ||||||
Federal Reserve Bank |
3,689 | 3,397 | 2,264 | |||||||||
Totals |
$ | 16,669 | $ | 15,210 | $ | 14,060 | ||||||
B-2
B. Investment Securities, Maturities, and Yields
The following table presents the maturity of securities held on December 31, 2010
and the weighted average stated coupon rates by range of maturity:
Weighted | ||||||||
Amortized | Average | |||||||
Cost | Yield | |||||||
(dollars in thousands) | ||||||||
U.S. govt. sponsored agency securities: |
||||||||
Within 1 year |
$ | 12,104 | 3.48 | % | ||||
After 1 but within 5 years |
74,278 | 2.27 | % | |||||
After 5 but within 10 years |
207,759 | 2.92 | % | |||||
After 10 years |
107,570 | 4.39 | % | |||||
Total |
$ | 401,711 | 3.21 | % | ||||
Municipal securities: |
||||||||
Within 1 year |
$ | 1,157 | 4.50 | % | ||||
After 1 but within 5 years |
5,337 | 4.60 | % | |||||
After 5 but within 10 years |
5,999 | 3.86 | % | |||||
After 10 years |
7,642 | 4.60 | % | |||||
Total |
$ | 20,135 | 4.37 | % | ||||
Residential mortgage-backed securities: |
||||||||
After 1 but within 5 years |
65 | 6.00 | % | |||||
Trust preferred securities: |
||||||||
After 10 years |
$ | 86 | 7.80 | % | ||||
Other bonds: |
||||||||
Within 1 year |
$ | 100 | 5.30 | % | ||||
After 1 but within 5 years |
150 | 5.85 | % | |||||
After 5 but within 10 years |
50 | 5.43 | % | |||||
Total |
$ | 300 | 5.60 | % | ||||
Other securities with no maturity or stated face rate |
$ | 1,415 | ||||||
NOTE: Yields above are computed on a tax equivalent basis.
C. As of December 31, 2010, there were no securities with aggregate book value and market value
purchased from a single issuer (as defined by Sction 2(4) of the Securities Act of 1933) that
exceeded 10% of stockholders equity.
B-3
III. Loan/Lease Portfolio
A. Types of Loans/Leases
The information requested is disclosed in Managements Discussion and Analysis section of the Companys Form 10-K for the fiscal year ended December 31, 2010.
B. Maturities and Sensitivities of Loans/Leases to Changes in Interest Rates
The information requested is disclosed in Managements Discussion and Analysis section of the Companys Form 10-K for the fiscal year ended December 31, 2010.
C. Risk Elements
1. Nonaccrual, Past Due and Restructured Loans/Leases
The information requested is disclosed in Managements Discussion and Analysis section of the Companys Form 10-K for the fiscal year ended December 31, 2010
2. Potential Problem Loans/Leases.
To managements best knowledge, there are no such significant loans/leases that have not been
disclosed in the table presented in the Managements Discussion and Analysis section of the
Companys Form 10-K for the fiscal year ended December 31, 2010.
3. Foreign Outstandings. None.
4. Loan/Lease Concentrations.
As of December 31, 2010, there was a single concentration of loans/leases exceeding 10% of
total loans/leases, which is not otherwise disclosed in Item III. A. That concentration is
Lessors of Non-Residential Buildings & Dwellings at 13.2%.
D. Other Interest-Bearing Assets
As of December 31, 2010, there are no interest-bearing assets required to be disclosed in this
Appendix.
IV. Summary of Loan/Lease Loss Experience
A. Analysis of the Allowance for Estimated Losses on Loans/Leases
The information requested is disclosed in Managements Discussion and Analysis section of the Companys Form 10-K for the fiscal year ended December 31, 2010.
B. Allocation of the Allowance for Estimated Losses on Loans/Leases
The information requested is disclosed in Managements Discussion and Analysis section of the Companys Form 10-K for the fiscal year ended December 31, 2010.
B-4
V. Deposits.
The average amount of and average rate paid for the categories of deposits for the years ended
December 31, 2010, 2009, and 2008 are included in the consolidated average balance sheets and can
be found in the Managements Discussion and Analysis section of the Companys Form 10-K for the
fiscal year ended December 31, 2010.
The Company has no deposits by foreign depositors in domestic offices as of December 31, 2010.
Included in interest bearing deposits at December 31, 2010, were certificates of deposit totaling
$270,663,795 that were $100,000 or greater. Maturities of these certificates were as follows:
December 31, | ||||
2010 | ||||
(Dollars in Thousands) | ||||
One to three months |
$ | 92,022 | ||
Three to six months |
64,779 | |||
Six to twelve months |
47,646 | |||
Over twelve months |
66,217 | |||
Total certificates of
deposit greater than $100,000 |
$ | 270,664 | ||
VI. Return on Equity and Assets.
The following tables present the return on assets and equity and the equity to assets ratio of the
Company:
Years ended | ||||||||||||
December 31, | ||||||||||||
2010 | 2009 | 2008 | ||||||||||
(Dollars in Thousands) | ||||||||||||
Average total assets |
$ | 1,839,318 | $ | 1,724,647 | $ | 1,552,748 | ||||||
Average equity |
131,066 | 123,814 | 89,803 | |||||||||
Net income attributable to QCR Holdings, Inc. |
6,587 | 1,772 | 6,709 | |||||||||
Return on average assets |
0.36 | % | 0.10 | % | 0.43 | % | ||||||
Return on average common equity |
3.58 | % | -2.97 | % | 7.07 | % | ||||||
Return on average total equity |
5.03 | % | 1.43 | % | 7.47 | % | ||||||
Dividend payout ratio |
14.81 | % | -17.39 | % | 7.48 | % | ||||||
Average equity to average assets ratio |
7.13 | % | 7.18 | % | 5.78 | % |
B-5
VII. Short Term Borrowings.
The following tables present the information requested on short-term borrowings of the Company:
Short-term borrowings as of December 31, 2010, 2009, and 2008 are summarized as follows:
2010 | 2009 | 2008 | ||||||||||
Overnight repurchase agreements with customers |
$ | 118,904,499 | $ | 94,089,571 | $ | 68,106,950 | ||||||
Federal funds purchased |
22,250,000 | 56,810,000 | 33,350,000 | |||||||||
$ | 141,154,499 | $ | 150,899,571 | $ | 101,456,950 | |||||||
Information concerning overnight repurchase agreements with customers is summarized as
follows:
2010 | 2009 | 2008 | ||||||||||
Average daily balance during the period |
$ | 108,232,012 | $ | 95,831,160 | $ | 74,463,649 | ||||||
Average daily interest rate during the period |
0.41 | % | 0.62 | % | 1.54 | % | ||||||
Maximum month-end balance during the period |
$ | 135,143,147 | $ | 128,943,849 | $ | 86,536,776 | ||||||
Weighted average rate as of end of period |
0.50 | % | 0.67 | % | 1.35 | % | ||||||
Securities underlying the agreements as of end of period: |
||||||||||||
Carrying value |
$ | 157,042,240 | $ | 158,514,084 | $ | 96,137,434 | ||||||
Fair value |
157,042,240 | 158,514,084 | 96,137,434 |
Information concerning federal funds purchased is summarized as follows:
2010 | 2009 | 2008 | ||||||||||
Average daily balance during the period |
$ | 33,896,522 | $ | 17,754,319 | $ | 82,909,624 | ||||||
Average daily interest rate during the period |
0.31 | % | 0.41 | % | 2.24 | % | ||||||
Maximum month-end balance during the period |
$ | 46,990,000 | $ | 57,150,000 | $ | 144,940,000 | ||||||
Weighted average rate as of end of period |
0.27 | % | 0.35 | % | 2.41 | % |
B-6