Old Second Bancorp
Annual Report 2019

Plain-text annual report

OLD SECOND BANCORP, INC. ANNUAL REPORT 2019 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-K  ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934  TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to For the fiscal year ended December 31, 2019 OR Commission file number 0-10537 Delaware (State of Incorporation) 36-3143493 (IRS Employer Identification Number) 37 South River Street, Aurora, Illinois 60507 (Address of principal executive offices, including zip code) (630) 892-0202 (Registrant's telephone number, including Area Code) Securities registered pursuant to Section 12(b) of the Act: Title of Class Common Stock, $1.00 par value Preferred Securities of Old Second Capital Trust I Trading Symbol(s) OSBC OSBCP Name of each exchange on which registered The Nasdaq Stock Market The Nasdaq Stock Market Securities registered pursuant to Section 12(g) of the Act: Preferred Share Purchase Rights (Title of Class) Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes No Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Exchange Act. Yes  No  Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports) and (2) has been subject to such filing requirements for the past 90 days. Yes No Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes No Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See the definitions of ‘‘large accelerated filer,’’ ‘‘accelerated filer,’’ ‘‘smaller reporting company,’’ and ‘‘emerging growth company’’ in Rule 12b–2 of the Exchange Act. Large accelerated filer  Non-accelerated filer  Accelerated filer  Smaller reporting company  Emerging growth company If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.  Indicate by check mark whether the registrant is a shell company (as defined in Exchange Act Rule 12b-2). Yes No The aggregate market value of the voting and non-voting common equity held by non-affiliates of the registrant, on June 28, 2019, the last business day of the registrant’s most recently completed second fiscal quarter, was approximately $374.5 million. The number of shares outstanding of the registrant's common stock, par value $1.00 per share, was 30,019,113 at March 3, 2020. DOCUMENTS INCORPORATED BY REFERENCE: Certain information required by Part III of this Annual Report on Form 10-K is incorporated by reference from the registrant's definitive proxy statement relating to the 2020 Annual Meeting of Stockholders, which will be filed with the Securities and Exchange Commission within 120 days after the end of the fiscal year to which this Annual Report on Form 10- K relates. EXPLANATORY NOTES On March 2, 2020, Old Second Bancorp, Inc. redeemed all of the 7.80% cumulative trust preferred securities (NASDAQ: OSBCP) (the “Trust Securities”) issued by Old Second Capital Trust I (the “Trust”), which are included on the cover page of this Annual Report on Form 10-K. In connection with the redemption, the Trust Securities were delisted from The Nasdaq Stock Market pursuant to a Form 25 filed with the U.S. Securities and Exchange Commission (the “SEC”). We intend to deregister the Trust Securities under the Securities Exchange Act of 1934, as amended, pursuant to a Form 15 to be filed with the SEC no later than March 13, 2020. However, as of the date of this filing, the Trust Securities have not been deregistered and, therefore, are included on the cover page of this Annual Report on Form 10-K. Because no Trust Securities are issued or outstanding (and we will deregister the Trust Securities), we have not included a description of the Trust Securities in the Description of Capital Stock included as Exhibit 4.5 to this Annual Report on Form 10-K. On April 28, 2020, we filed Amendment No. 1 on Form 10-K with the SEC to provide certain information required by Part III of Form 10-K (the “Amended 10-K”), rather than incorporating such information from our definitive proxy statement. We have not included the Amended 10-K in this Annual Report, as the information included therein is also set forth in our accompanying proxy statement. 2 OLD SECOND BANCORP, INC. Form 10-K INDEX PART I Cautionary Note Regarding Forward-Looking Statements Item 1 Business Item 1A Risk Factors Item 1B Unresolved Staff Comments Item 2 Properties Item 3 Legal Proceedings Item 4 Mine Safety Disclosures PART II Item 5 Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities Item 6 Selected Financial Data Item 7 Management's Discussion and Analysis of Financial Condition and Results of Operations Item 7A Quantitative and Qualitative Disclosures about Market Risk Item 8 Financial Statements and Supplementary Data Item 9 Changes in and Disagreements with Accountants on Accounting and Financial Disclosure Item 9A Controls and Procedures Item 9B Other Information PART III Item 10 Directors, Executive Officers, and Corporate Governance Item 11 Executive Compensation Item 12 Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters Item 13 Certain Relationships and Related Transactions, and Director Independence Item 14 Principal Accountant Fees and Services PART IV Item 15 Exhibits and Financial Statement Schedules Item 16 Form 10-K Summary Signatures 3 4 5 16 30 30 30 30 30 33 34 58 60 106 106 108 108 108 108 108 109 109 109 112 CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS This report and other publicly available documents of the Company contain forward-looking statements within the meaning of the Private Securities Litigation Reform Act, including with respect to management’s expectations regarding future plans, strategies and financial performance, including regulatory developments, industry and economic trends, estimates and assumptions underlying accounting policies, including management’s initial estimate of the impact of a new credit impairment model, the Current Expected Credit Losses, or CECL. Forward-looking statements, which may be based upon beliefs, expectations and assumptions of the Company's management and on information currently available to management, can be identified by the inclusion of such qualifications as “expects,” “intends,” “believes,” “may,” “will,” “would,” “could,” “should,” “plan,” “anticipate,” “estimate,” “possible,” “likely” or other indications that the particular statements are not historical facts and refer to future periods. Because forward-looking statements relate to the future, they are subject to inherent uncertainties, risks and changes in circumstances that are difficult to predict and may be outside of the Company’s control. Actual events and results may differ materially from those described in such forward-looking statements due to numerous factors, including: • • • • • • • • • • • • • • • • • • • • • • • • • • negative economic conditions that adversely affect the economy, real estate values, the job market and other factors nationally and in our market area, in each case that may affect our liquidity and the performance of our loan portfolio; our ability to achieve anticipated results from any bank acquisition depends on the state of the economic and financial markets going forward. Specifically, we may incur more credit losses than expected, cost savings may be less than expected, anticipated strategic gains may be significantly harder or take longer to achieve than expected or may not be achieved in their entirety, and customer attrition may be greater than expected; the financial success and viability of the borrowers of our commercial loans; changes in U.S. monetary policy, the level and volatility of interest rates, the capital markets and other market conditions that may affect, among other things, our liquidity and the value of our assets and liabilities; competitive pressures from other financial service businesses and from nontraditional financial technology (“FinTech”) companies; any negative perception of our reputation or financial strength; ability to raise additional capital on acceptable terms when needed; ability to raise cost-effective funding to support business plans when needed: ability to use technology to provide products and services that will satisfy customer demands and create efficiencies in operations; adverse effects on our information technology systems resulting from failures, human error or cyberattacks; adverse effects of failures by our vendors to provide agreed upon services in the manner and at the cost agreed, particularly our information technology vendors and those vendors performing a service on the Company’s behalf; the impact of any claims or legal actions, including any effect on our reputation; losses incurred in connection with repurchases and indemnification payments related to mortgages; the soundness of other financial institutions and other counter-party risk; changes in accounting standards, rules and interpretations and the impact on our financial statements , including revisions to management’s initial estimates and assumptions surrounding the impact of CECL, which are subject to change based on a number of factors including changes in our macroeconomic forecasts, credit quality, our loan composition and other factors; our ability to receive dividends from our subsidiaries; a decrease in our regulatory capital ratios; adverse federal or state tax assessments; risks associated with actual or potential litigation or investigations by customers, regulatory agencies or others; legislative or regulatory changes, particularly changes in regulation of financial services companies; increased costs of compliance, heightened regulatory capital requirements and other risks associated with changes in regulation and the current regulatory environment, including the Dodd-Frank Act; negative changes in our capital position; the timing of actions by or on behalf of the property trustee of the Trust Securities (defined below); the adverse effects of events such as outbreaks of contagious disease (such as the novel coronavirus), war or terrorist activities, or essential utility outages, including deterioration in the global economy, instability in credit markets and disruptions in our customers’ supply chains and transportation; changes in trade policy and any related tariffs; and each of the factors and risks under the heading “Risk Factors” in our 2019 Annual Report on Form 10-K and in subsequent filings we make with the SEC. Because the Company’s ability to predict results or the actual effect of future plans or strategies is inherently uncertain, there can be no assurances that future actual results will correspond to any forward-looking statements and you should not rely on any forward-looking statements. Additionally, all statements in this Form 10-K, including forward-looking statements, speak only as of the date they are made, and the Company undertakes no obligation to update any statement in light of new information or future events, except as required by applicable law. 4 Item 1. Business General PART I Old Second Bancorp, Inc. is a corporation organized under the laws of the State of Delaware in 1981 that serves as the bank holding company for its wholly-owned subsidiary bank, Old Second National Bank. Old Second National Bank (the “Bank”) is a national banking association headquartered in Aurora, Illinois, that operates through 29 banking centers located in Cook, DeKalb, DuPage, Kane, Kendall, LaSalle and Will counties in Illinois. In this report, unless the context suggests otherwise, references to the “Company” refer to Old Second Bancorp, Inc. and references to “we,” “us,” and “our” mean the combined business of the Company, the Bank and its wholly-owned subsidiaries. We conduct a full service community banking and trust business through the Bank and its wholly-owned subsidiaries: • Old Second Affordable Housing Fund, L.L.C., which was formed for the purpose of providing down payment assistance for home ownership to qualified individuals; • Station I, LLC, which is wholly-owned by the Bank to hold property acquired by the Bank through foreclosure or in the ordinary course of collecting a debt previously contracted with borrowers; and • River Street Advisors, LLC, a wholly-owned subsidiary of the Bank, which was formed in May 2010 to provide investment advisory/management services. Intercompany transactions and balances are eliminated in consolidation. We are a full-service banking business offering a broad range of deposit products, trust and wealth management services, and lending services, including demand, NOW, money market, savings, time deposit and individual retirement accounts; commercial, industrial, consumer and real estate lending, including installment loans, agricultural loans, lines of credit and overdraft checking; safe deposit operations, and an extensive variety of additional services tailored to the needs of individual customers, such as the acquisition of U.S. Treasury notes and bonds, money orders, cashiers’ checks and foreign currency, direct deposit, discount brokerage, debit cards, credit cards, and other special services. Our lending activities include making commercial and consumer loans, primarily on a secured basis. Commercial lending focuses on business, capital, construction, inventory and real estate lending. Installment lending includes direct and indirect loans to consumers and commercial customers. We also offer a full complement of electronic banking services such as online and mobile banking and corporate cash management products including remote deposit capture, mobile deposit capture, investment sweep accounts, zero balance accounts, automated tax payments, ATM access, telephone banking, lockbox accounts, automated clearing house transactions, account reconciliation, controlled disbursement, detail and general information reporting, foreign and domestic wire transfers, vault services for currency and coin, and checking accounts. Additionally, we provide a wide range of wealth management, investment, agency, and custodial services for individual, corporate, and not-for-profit clients. These services include the administration of estates and personal trusts, as well as the management of investment accounts for individuals, employee benefit plans, and charitable foundations. We also originate residential mortgages, offering a wide range of mortgage products including conventional, government, and jumbo loans. We also handle secondary marketing of those mortgages. We evaluate our operations as one operating segment, which is community banking. Financial information concerning our operations can be found in the financial statements in this annual report. Merger with Greater Chicago Financial Corp. On April 20, 2018, we completed our acquisition of Greater Chicago Financial Corp., and its wholly-owned bank subsidiary, ABC Bank. In connection with the merger, Greater Chicago Financial Corp. merged with and into the Company, with the Company as the surviving company in the merger. Immediately following the merger, ABC Bank, an Illinois state-chartered bank and wholly-owned subsidiary of Greater Chicago Financial Corp., merged with and into the Bank, with the Bank as the surviving bank. With the acquisition of ABC Bank, we acquired four branches in the Chicago, Illinois, metropolitan area. ABC Bank had total assets with a fair value of $336.9 million as of April 20, 2018, including $227.6 million of loans, net of purchase accounting adjustments. Market Area Our main office is located at 37 South River Street, Aurora, Illinois 60507. The city of Aurora is located in northeastern Illinois, approximately 40 miles west of Chicago. The Bank operates primarily in Cook, DeKalb, DuPage, Kane, Kendall, LaSalle, and Will counties in Illinois, and it has developed a strong presence in these counties. The Bank offers its services to retail, commercial, industrial, and public entity customers in the Aurora, North Aurora, Batavia, St. Charles, Burlington, Elburn, Elgin, Kaneville, Sugar Grove, Lisle, 5 Joliet, Yorkville, Plano, Wasco, Ottawa, Oswego, Sycamore, Frankfort, Chicago, Bensenville, and Chicago Heights communities and surrounding areas through its 29 banking locations that are located primarily west and south of the Chicago metropolitan area. Lending Activities We provide a broad range of commercial and retail lending services to corporations, partnerships, individuals and government agencies. We actively market our services to qualified borrowers, and our lending officers actively solicit the business of new borrowers entering our market areas as well as long-standing members of the local business community. We have established lending policies that include a number of underwriting factors to be considered in making a loan, including location, amortization, loan to value ratio, cash flow, pricing, documentation and the credit history of the borrower. In 2019, we originated approximately $790.2 million in loans, and our total loan portfolio grew $33.8 million due to organic originations, net of paydowns. We originated approximately $222.7 million of residential mortgage loans in 2019, which includes originations of loans held for sale of $164.7 million. Proceeds from the sales of residential mortgage loans to third parties were $168.5 million in 2019. Our loan portfolio is comprised primarily of loans in the areas of commercial real estate, residential real estate, general commercial, construction real estate, leases, and consumer lending. As of December 31, 2019, commercial real estate loans represented approximately 45.0% (43.5% at year-end 2018) of our loan portfolio, residential mortgages represented approximately 20.6% (21.6% at year-end 2018), general commercial loans represented approximately 17.3% (16.7% at year-end 2018), home equity lines of credit represented 6.4% (7.4% at year-end 2018), construction lending represented approximately 3.6% (5.7% at year-end 2018), leases represented approximately 6.2% (4.2% at year-end 2018), and consumer and other lending represented less than 1.0% (less than 1.0% at year-end 2018). It is our policy to comply at all times with the various consumer protection laws and regulations including, but not limited to, the Equal Credit Opportunity Act, the Fair Housing Act, the Community Reinvestment Act, the Truth in Lending Act, and the Home Mortgage Disclosure Act. Commercial Loans. We continue to focus on identifying commercial and industrial prospects in our new business pipeline with favorable results in 2019. As noted above, we are an active commercial lender in the Chicago metropolitan area, with primary markets in the city of Chicago, as well as west and south of Chicago. In 2019, we enhanced our commercial lending team with new hires specializing in health care and professional services, bringing additional expertise to our developing presence in the Chicago metropolitan market. Commercial lending is comprised of revolving lines of credit for working capital, lending for capital expenditures on manufacturing equipment and lending to small business manufacturers, service companies, medical and dental entities as well as specialty contractors. We also have commercial and industrial loans to customers in food product manufacturing, food process and packing, machinery tooling manufacturing as well as service and technology companies. Collateral for these loans generally includes accounts receivable, inventory, equipment and real estate. In addition, we often obtain personal guarantees to help assure repayment. Loans may be made on an unsecured basis if warranted by the overall financial condition of the borrower. Commercial term loans range principally from one to seven years with the majority falling in the one to five year range. Interest rates on commercial loans are a mixture of fixed and variable rates, with these rates often tied to the prime rate, a spread over the FHLB Chicago index rate, or LIBOR. Repayment of commercial loans is largely dependent upon the cash flows generated by the operations of the commercial borrower. Our underwriting procedures identify the sources of those cash flows and seek to match the repayment terms of the commercial loans to those sources. Secondary repayment sources are typically found in collateralization and guarantor support. Lease Financing Receivables. We continued growth of our lease portfolio in 2019 primarily with organic lease originations. The collateral for lease financing receivables primarily includes manufacturing and transportation equipment, and lease terms typically range from one to seven years, with the majority falling in the one to five year range. Growth in this portfolio reflects management’s efforts to diversify lending product offerings, and lessen our commercial real estate loan concentration. Commercial Real Estate Loans. While management has been actively working to reduce our concentration in real estate loans, a large portion of the loan portfolio continues to be comprised of commercial real estate loans. As of December 31, 2019, approximately $328.1 million, or 37.9% (43.6%, at year-end 2018) of the total commercial real estate loan portfolio of $865.6 million consisted of loans to borrowers secured by owner occupied property. A primary repayment risk for owner occupied commercial real estate loans is a reduction of or discontinuance of cash flows from underlying operations; for non-owner occupied loans, cash flow disruptions may occur with the loss of a tenant or rental income reductions. Repayment could also be influenced by economic events, which may or may not be under the control of the borrower, or changes in regulations that negatively impact the future cash flow and market values of the affected properties. Repayment risk can also arise from general downward shifts in the valuations of classes of properties over a given geographic area, and property valuations could continue to be affected by changes in demand and other economic factors, which could further influence cash flows associated with the borrower and/or the property. We seek to mitigate these risks by staying apprised of market conditions and by maintaining underwriting practices that provide for adequate cash flow margins and multiple repayment sources as well as remaining in regular contact with our borrowers. In most cases, we have collateralized these loans and/or have taken personal guarantees to help assure repayment. Commercial real estate loans are primarily made based on the identified cash flow of the borrower and/or the property at origination and secondarily on the underlying real estate acting as collateral. Additional credit support is provided by the borrower for most of these loans and the probability of repayment is based on the liquidation value of the real estate and enforceability of personal and corporate guarantees if any exist. 6 Construction Loans. Our construction and development portfolio decreased from $108.4 million at December 31, 2018, to $69.6 million at December 31, 2019, due to a reduction in seasonal demand and completion of several projects that were reclassified to commercial real estate or sold. We use underwriting and construction loan guidelines to determine whether to issue loans on build-to-suit or build out arrangements of existing borrower properties. Construction loans are structured most often to be converted to permanent loans at the end of the construction phase or, infrequently, to be paid off upon receiving financing from another financial institution. Construction loans are generally limited to our local market area. Lending decisions have been based on the “as-is” and “prospective” appraised value of the property as determined by an independent appraiser, an analysis of the potential marketability and profitability of the project and identification of a cash flow source to service the permanent loan or verification of a refinancing source. Construction loans generally have terms of 12 to 24 months, with extensions as needed. The Bank disburses loan proceeds in increments as construction progresses and as inspections warrant. Development lending often involves the disbursement of substantial funds with repayment dependent, in part, on the success of the ultimate project rather than the ability of the borrower or guarantor to repay principal and interest. Therefore, development lending generally involves more risk than other lending because it is based on future estimates of value and economic circumstances. While appraisals are required prior to funding, loan advances are limited to the lesser of the cost to complete or “prospective” value determined by the appraisal, therefore there is the possibility of an unforeseen event affecting the value and/or costs of the project. Development loans are primarily used for multi-family developments, where the leasing of units is tied to local demand and rental rates, and commercial developments, where the success of the project is tied to the demand for commercial space, cap rates and leasing rates. If the borrower defaults prior to completion of the project, we may be required to fund additional amounts so that another developer can complete the project. We are located in an area where a large amount of development activity has occurred as rural and semi-rural areas are being suburbanized. This type of growth presents some economic risks should local demand for commercial buildings and multi-family housing shift. We address these risks by closely monitoring local real estate activity, adhering to proper underwriting procedures, closely monitoring construction projects, and limiting the amount of construction development lending by project type and obligor. Residential Real Estate Loans. Residential first mortgage loans and second mortgages are included in this category. First mortgage loans may include fixed rate loans that are generally sold to investors. We are a direct seller to the Federal National Mortgage Association (“FNMA”), Federal Home Loan Mortgage Corporation (“FHLMC”) and to several large financial institutions. We retain servicing rights for mortgages sold to FNMA and FHLMC. The retention of such servicing rights is a source of noninterest income and also allows us an opportunity to have regular contact with mortgage customers and can help to solidify our community involvement. Other loans that are not sold include adjustable rate mortgages, lot loans, and construction loans that are held in our portfolio. Loans sold to other investors, such as Federal Housing Administration (“FHA”), and the Veterans Administration (“VA”), are sold with servicing released. We experienced growth in residential mortgage purchase activity in 2019, with interest rates falling in 2019 reflecting an increase in volume and mixture of both refinance and purchase financing opportunities. Home Equity Lines of Credit. Our home equity lines of credit, or HELOCs, consist of originated as well as purchased HELOCs. We experienced a decline in our home equity lending in 2019, as HELOC payoffs were accelerated on both the organic and purchased portfolios held. No HELOC portfolio purchases were made in 2019; in 2018, we executed two portfolio purchases from a third party which totaled $41.6 million. We purchased these HELOCs at a 4.25% premium, and the average annualized yield on the total purchased HELOC portfolio in 2019 was 5.60%, net of the premium accretion. Consumer Loans. We also provide many types of consumer loans including primarily motor vehicle, home improvement and signature loans. Consumer loans typically have shorter terms and lower balances with higher yields as compared to other loans but generally carry higher risks of default. Consumer loan collections are dependent on the borrower’s continuing financial stability and thus are more likely to be affected by adverse personal circumstances. Competition Our market area is highly competitive and our business activities require us to compete with many other financial institutions. A number of these financial institutions are affiliated with large bank holding companies headquartered outside of our principal market area as well as other institutions that are based in Aurora's surrounding communities and in Chicago, Illinois. All of these financial institutions operate banking offices in the greater Chicago area or actively compete for customers within our market area. We also face competition from finance companies, insurance companies, credit unions, mortgage companies, securities brokerage firms, money market funds, loan production offices and other providers of financial services, including nontraditional financial technology companies or FinTech companies. Many of our nonbank competitors which are not subject to the same extensive federal regulations that govern bank holding companies and banks, such as the Company and the Bank, may have certain competitive advantages. We compete for loans principally through the quality of our client service and our responsiveness to client needs in addition to competing on interest rates and loan fees. Management believes that our long-standing presence in the community and personal one-on-one service philosophy enhances our ability to compete favorably in attracting and retaining individual and business customers. We actively solicit deposit-related clients and compete for deposits by offering personal attention, competitive interest rates, and professional services made available through experienced bankers and multiple delivery channels that fit the needs of our market. In wealth management and trust services, we compete with a variety of custodial banks as well as a diverse group of investment managers. 7 We believe the financial services industry will likely continue to become more competitive as further technological advances enable more financial institutions to provide expanded financial services without having a physical presence in our market. Employees At December 31, 2019, we employed 535 full-time equivalent employees. Available Information We maintain a corporate website at https://www.oldsecond.com. We make available free of charge on or through our website the Annual Report on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K and amendments to those reports filed or furnished pursuant to Section 13(a) or 15(d) of the Exchange Act as soon as reasonably practicable after the Company electronically files such material with, or furnishes it to, the Securities and Exchange Commission (the “SEC”). Many of our policies, committee charters and other investor information including our Code of Business Conduct and Ethics are available on our website. No information contained on our website is intended to be included as part of, or incorporated by reference into, this Annual Report on Form 10-K. The Company’s reports, proxy and informational statements and other information regarding the Company are also available free of charge on the SEC’s website (https://www.sec.gov). We will also provide copies of our filings free of charge upon written request to: Investor Relations, Old Second Bancorp, Inc., 37 South River Street, Aurora, Illinois 60507. SUPERVISION AND REGULATION General FDIC-insured institutions, their holding companies and their affiliates, are extensively regulated under federal and state law. As a result, our growth and earnings performance 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 agencies, including the Office of the Comptroller of the Currency (the “OCC”), the Board of Governors of the Federal Reserve System (the “Federal Reserve”), the Federal Deposit Insurance Corporation (the “FDIC”) and the Consumer Financial Protection Bureau (the “CFPB”). Furthermore, taxation laws administered by the Internal Revenue Service (the “IRS”) and state taxing authorities, accounting rules developed by the Financial Accounting Standards Board (“FASB”), securities laws administered by the Securities and Exchange Commission (the “SEC”) and state securities authorities, and anti-money laundering laws enforced by the U.S. Department of the Treasury (“Treasury”) have an impact on our business. The effect of these statutes, regulations, regulatory policies and accounting rules are significant to our operations and results. Federal and state banking laws impose a comprehensive system of supervision, regulation and enforcement on the operations of FDIC- insured institutions, their holding companies and affiliates that is intended primarily for the protection of the FDIC-insured deposits and depositors of banks, rather than stockholders. These laws, and the regulations of the bank regulatory agencies issued under them, affect, among other things, the scope of our business, the kinds and amounts of investments we may make, reserve requirements, required capital levels relative to assets, the nature and amount of collateral for loans, the establishment of branches, our ability to merge, consolidate and acquire, dealings with our insiders and affiliates and our payment of dividends. We have experienced heightened regulatory requirements and scrutiny following the global financial crisis, and as a result of the Dodd-Frank Wall Street Reform and Consumer Protection Act (the “Dodd-Frank Act”). Although the reforms primarily targeted systemically important financial service providers, their influence filtered down in varying degrees to community banks over time, and the reforms have caused our compliance and risk management processes, and the costs thereof, to increase. This supervisory and regulatory framework subjects banks and bank holding companies to regular examination by regulatory agencies, which results in examination reports and ratings that are not publicly available and that can impact the conduct and growth of their business. These examinations consider not only compliance with applicable laws and regulations, but also capital levels, asset quality and risk, management ability and performance, earnings, liquidity, and various other factors. The regulatory agencies generally have broad discretion to impose restrictions and limitations on the operations of a regulated entity where the agencies determine, among other things, that such operations are unsafe or unsound, fail to comply with applicable law or are otherwise inconsistent with laws and regulations or with the supervisory policies of these agencies. The following is a summary of certain of the material elements of the supervisory and regulatory framework applicable to the Company and the Bank. 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. The descriptions are qualified in their entirety by reference to the particular statutory and regulatory provision. These statutes and regulations are subject to change, and additional statutes, regulations, and corresponding guidance may be adopted. We are unable to predict these future changes or the effects, if any, that these changes could have on our business, revenues, and results of operations. Regulatory Emphasis on Capital Regulatory capital represents the net assets of a banking organization available to absorb losses. Because of the risks attendant to their business, FDIC-insured institutions are generally required to hold more capital than other businesses, which directly affects our earnings 8 capabilities. While capital has historically been one of the key measures of the financial health of both bank holding companies and banks, its role became fundamentally more important in the wake of the global financial crisis, as the banking regulators recognized that the amount and quality of capital held by banks prior to the crisis was insufficient to absorb losses during periods of severe stress. Certain provisions of the Dodd-Frank Act and Basel III, discussed below, establish strengthened capital standards for banks and bank holding companies that are meaningfully more stringent than those in place previously. Basel III Capital Standards. Regulatory capital rules adopted in July 2013 and fully-phased in as of January 1, 2019, which we refer to as the Basel III rules or Basel III, impose minimum capital requirements for bank holding companies and banks. The Basel III rules apply to all national and state banks and savings and loan associations regardless of size and bank holding companies and savings and loan holding companies other than “small bank holding companies,” generally holding companies with consolidated assets of less than $3 billion. The Company is currently considered a “small bank holding company.” More stringent requirements are imposed on “advanced approaches” banking organizations which are organizations with $250 billion or more in total consolidated assets, $10 billion or more in total foreign exposures, or that have opted into the Basel III capital regime. Specifically, the Bank is required to maintain the following minimum capital levels: • • • • a common equity Tier 1 (“CET1”), risk-based capital ratio of 4.5%; a Tier 1 risk-based capital ratio of 6%; a total risk-based capital ratio of 8%; and a leverage ratio of 4%. Under Basel III, Tier 1 capital includes two components: CET1 capital and additional Tier 1 capital. The highest form of capital, CET1 capital, consists solely of common stock (plus related surplus), retained earnings, accumulated other comprehensive income, otherwise referred to as AOCI, and limited amounts of minority interests that are in the form of common stock. Additional Tier 1 capital is primarily comprised of noncumulative perpetual preferred stock, Tier 1 minority interests and grandfathered trust preferred securities (as discussed below). Tier 2 capital generally includes the allowance for loan losses up to 1.25% of risk-weighted assets, qualifying preferred stock, subordinated debt and qualifying tier 2 minority interests, less any deductions in Tier 2 instruments of an unconsolidated financial institution. Cumulative perpetual preferred stock is included only in Tier 2 capital, except that the Basel III rules permit bank holding companies with less than $15 billion in total consolidated assets to continue to include trust preferred securities and cumulative perpetual preferred stock issued before May 19, 2010 in Tier 1 Capital (but not in CET1 capital), subject to certain restrictions. AOCI is presumptively included in CET1 capital and often would operate to reduce this category of capital. When implemented, Basel III provided a one-time opportunity at the end of the first quarter of 2015 for covered banking organizations to opt out of much of this treatment of AOCI. We made this opt-out election and, as a result, retained our pre-existing treatment for AOCI. In addition, in order to avoid restrictions on capital distributions or discretionary bonus payments to executives, under Basel III, a banking organization must maintain a “capital conservation buffer” on top of its minimum risk-based capital requirements. This buffer must consist solely of CET1 capital, but the buffer applies to all three risk-based measurements (CET1, Tier 1 capital and total capital). The 2.5% capital conservation buffer was phased in incrementally over time, and became fully effective for us on January 1, 2019, resulting in the following effective minimum capital plus capital conservation buffer ratios: (i) a CET1 capital ratio of 7.0%, (ii) a Tier 1 risk-based capital ratio of 8.5%, and (iii) a total risk-based capital ratio of 10.5%. On December 21, 2018, the federal banking agencies issued a joint final rule to revise their regulatory capital rules to (i) address the upcoming implementation of a new credit impairment model, the Current Expected Credit Loss, or CECL model, an accounting standard under GAAP; (ii) provide an optional three-year phase-in period for the day-one adverse regulatory capital effects that banking organizations are expected to experience upon adopting CECL; and (iii) require the use of CECL in stress tests beginning with the 2020 capital planning and stress testing cycle for certain banking organizations that are subject to stress testing. We are finalizing the analysis of the impact CECL adoption will have on our financial statements. We currently expect to recognize an overall increase in our allowance for loans and leases, which will be renamed the allowance for credit losses (“ACL”) in future periods, of approximately $4.0 million to $6.0 million. In addition, we have established a reserve for unfunded commitments of approximately $1.5 million to $2.5 million. Approximately $2.5 million of the increase to the ACL results from the transfer of the non-accretable purchase accounting adjustments on our purchase credit impaired loans. As a result of the adoption of this new standard on January 1, 2020, we expect a reduction to retained earnings of approximately $3.0 million to $5.0 million. The initial impact estimated by management and in subsequent reporting periods is highly dependent on credit quality, macroeconomic forecasts and conditions, as well as the composition of our loans and available-for-sale securities portfolio. The ultimate ACL and retained earnings transition adjustment may fall outside of management’s current estimates due to a material change in management’s macroeconomic forecast, loan composition and other management adjustments used in calculating the ACL upon the adoption of CECL. In November 2019, the federal banking regulators published final rules implementing a simplified measure of capital adequacy for certain banking organizations that have less than $10 billion in total consolidated assets. Under the final rules, which went into effect on January 1, 2020, depository institutions and depository institution holding companies that have less than $10 billion in total consolidated assets and meet other qualifying criteria, including a leverage ratio of greater than 9%, off-balance-sheet exposures of 25% or less of total consolidated assets, and trading assets plus trading liabilities of 5% or less of total consolidated assets, are deemed “qualifying community banking organizations” and are eligible to opt into the “community bank leverage ratio framework.” A qualifying community banking organization that elects to use the community bank leverage ratio framework and that maintains a leverage ratio of greater than 9% is 9 considered to have satisfied the generally applicable risk-based and leverage capital requirements under the Basel III rules and, if applicable, is considered to have met the “well capitalized” ratio requirements for purposes of its primary federal regulator’s prompt corrective action rules, discussed below. The final rules include a two-quarter grace period during which a qualifying community banking organization that temporarily fails to meet any of the qualifying criteria, including the greater-than 9% leverage capital ratio requirement, is generally still deemed “well capitalized” so long as the banking organization maintains a leverage capital ratio greater than 8%. A banking organization that fails to maintain a leverage capital ratio greater than 8% is not permitted to use the grace period and must comply with the generally applicable requirements under the Basel III rules and file the appropriate regulatory reports. We do not have any immediate plans to elect to use the community bank leverage ratio framework but may make such an election in the future. Well-Capitalized Requirements. The ratios described above are minimum standards in order for banking organizations to be considered “adequately capitalized.” Bank regulatory agencies uniformly encourage banks to hold more capital and be “well-capitalized” and, to that end, 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: (i) qualify for exemptions from prior notice or application requirements otherwise applicable to certain types of activities; (ii) qualify for expedited processing of other required notices or applications; and (iii) accept, roll-over or renew brokered deposits. Higher capital levels could also be required if warranted by the particular circumstances or risk profiles of individual banking organizations. For example, the Federal Reserve’s 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. Under the capital regulations of the OCC, in order to be well-capitalized, a banking organization must maintain: • A CET1 ratio to risk-weighted assets of 6.5% or more; • A ratio of Tier 1 Capital to total risk-weighted assets of 8%; • A ratio of Total Capital to total risk-weighted assets of 10%; and • A leverage ratio of Tier 1 Capital to total adjusted average quarterly assets of 5% or greater. Effective with the March 31, 2020 Call Report, qualifying community banking organizations that elect to use the new community bank leverage ratio framework and that maintain a leverage ratio of greater than 9% will be considered to have satisfied the risk-based and leverage capital requirements to be deemed well-capitalized. It is possible under the Basel III Rule to be well-capitalized while remaining out of compliance with the capital conservation buffer discussed above. As of December 31, 2019, the Bank was well-capitalized, as defined by OCC regulations. As of December 31, 2019, the Company had regulatory capital in excess of the Federal Reserve’s requirements and met the Basel III Rule requirements to be well-capitalized. Prompt Corrective Action. An FDIC-insured institution’s 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 institution’s asset growth and restricting its activities; (iii) requiring the institution to issue additional capital stock (including additional voting stock) or to sell itself; (iv) restricting transactions between the institution and its affiliates; (v) restricting the interest rate that 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. Regulation and Supervision of the Company General. The Company, as the sole stockholder of the Bank, is a bank holding company. As a bank holding company, the Company is registered with, and subject to regulation, supervision and enforcement by, the Federal Reserve under the Bank Holding Company Act, as amended (the “BHCA”). The Company is legally obligated to act as a source of financial and managerial strength to the Bank and to commit resources to support the Bank in circumstances where the Company might not otherwise do so. Under the BHCA, the Company is subject to periodic examination by the Federal Reserve and is required to file with the Federal Reserve periodic reports of the Company’s operations and such additional information regarding the Company and the Bank as the Federal Reserve may require. 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), 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 FDIC-insured institution affiliates in the state in which the target bank is located (provided that those limits do not discriminate against out-of-state institutions or their holding 10 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, bank holding companies must be well-capitalized and examiners must rate them well-managed in order to effect interstate mergers or acquisitions. For a discussion of the capital requirements, see “Regulatory Emphasis on 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 services. The BHCA does not place territorial restrictions on the domestic activities of nonbank 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 FDIC-insured institutions or the financial system generally. The Company has not elected to operate as a financial holding company. The BHCA prohibits a company from, directly or indirectly, acquiring 25% or more (5% if the acquirer is a bank holding company) of any class of our voting stock or obtaining the ability to control in any manner the election of a majority of our directors or otherwise directing the management or policies of the Bank without prior application to and the approval of the Federal Reserve. Moreover, under the Change in Bank Control Act, any person or group of persons acting in concert who intends to acquire 10% or more of any class of our voting stock or otherwise obtain control over us would be required to provide prior notice to and obtain the non-objection of the OCC. Capital Requirements. The Federal Reserve imposes certain capital requirements on a bank holding company under the BHCA, including a minimum leverage ratio and a minimum ratio of “qualifying” capital to risk-weighted assets. These requirements are essentially the same as those that apply to the Bank and are described above under “Regulatory Emphasis on Capital.” However, because the Company currently qualifies as a small bank holding company, these capital requirements do not currently apply to the Company. Subject to certain restrictions, we are able to borrow money to make a capital contribution to the Bank, and these loans may be repaid from dividends paid from the Bank to the Company. Our ability to pay dividends depends on, among other things, the Bank’s ability to pay dividends to us, which is subject to regulatory restrictions as described below in “Regulation and Supervision of the Bank—Dividend Payments.” We are also able to raise capital for contribution to the Bank by issuing securities without having to receive regulatory approval, subject to compliance with federal and state securities laws. Dividend Payments. The Company’s ability to pay dividends to its stockholders 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”). The DGCL allows 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 has indicated that the board of directors of a bank holding company should eliminate, defer or significantly reduce dividends to stockholders if: (i) the company's net income available to stockholders 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 company's 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. In addition, under the Basel III Rule, financial institutions that seek to pay dividends will have to maintain the 2.5% capital conservation buffer. See “Regulatory Emphasis on Capital – Basel III Capital Standards” above. Incentive Compensation. There have been a number of developments in recent years focused on incentive compensation plans sponsored by bank holding companies and banks, reflecting recognition by the bank regulatory agencies and Congress that flawed incentive compensation practices in the financial industry were one of many factors contributing to the global financial crisis. Layered on top of that are the abuses in the headlines dealing with product cross-selling incentive plans. The result is interagency guidance on sound incentive compensation practices and proposed rulemaking by the agencies required under Section 956 of the Dodd-Frank Act. The interagency guidance recognized three core principles; effective incentive plans are required to: (i) provide employees incentives that appropriately balance risk and reward; (ii) be compatible with effective controls and risk-management; and (iii) be supported by strong corporate governance, including active and effective oversight by the organization’s board of directors. Much of the guidance addresses large banking organizations and, because of the size and complexity of their operations, the regulators expect those organizations to maintain systematic and formalized policies, procedures, and systems for ensuring that the incentive compensation arrangements for all executive and non-executive employees covered by this guidance are identified and reviewed, and appropriately 11 balance risks and rewards. Smaller banking organizations like the Company that use incentive compensation arrangements are expected to be less extensive, formalized, and detailed than those of the larger banks. Section 956 of the Dodd-Frank Act required the banking agencies, the National Credit Union Administration, the SEC and the Federal Housing Finance Agency to jointly prescribe regulations that prohibit types of incentive-based compensation that encourage inappropriate risk taking and to disclose certain information regarding such plans. On June 10, 2016, the agencies released an updated proposed rule for comment. Section 956 will only apply to banking organizations with assets of greater than $1 billion. The Company has consolidated assets greater than $1 billion and less than $50 billion and the Company is considered a Level 3 banking organization under the proposed rules. The proposed rules contain mostly general principles and reporting requirements for Level 3 institutions so there are no specific prescriptions or limits, deferral requirements or claw-back mandates. Risk management and controls are required, as is board or committee level approval and oversight. No final rule has been issued yet. Monetary Policy. The monetary policy of the Federal Reserve has a significant effect on the operating results of financial or bank holding companies and their subsidiaries. Among the tools available to the Federal Reserve to affect the money supply are open market transactions in U.S. government securities, changes in the discount rate on bank borrowings and changes in reserve requirements against bank deposits. These means are used in varying combinations to influence overall growth and distribution of bank loans, investments and deposits, and their use may affect interest rates charged on loans or paid on deposits. Federal Securities Regulation. The Company’s common stock is registered with the SEC under the Securities Exchange Act of 1934, as amended (the “Exchange Act”). Consequently, the Company is subject to the reporting, proxy solicitation, insider trading and other restrictions and requirements of the SEC under the Exchange Act. Corporate Governance. The Dodd-Frank Act addressed many investor protection, corporate governance and executive compensation matters that affect most U.S. publicly traded companies. The Dodd-Frank Act (i) grants stockholders of U.S. publicly traded companies an advisory vote on executive compensation and so-called “golden parachute” payments, (ii) enhances independence requirements for compensation committee members, (iii) requires the SEC to adopt rules directing national securities exchanges to establish listing standards requiring all listed companies to adopt incentive-based compensation clawback policies for executive officers, and (iv) provides the SEC with authority to adopt proxy access rules that would allow stockholders of publicly traded companies to nominate candidates for election as a director and have those nominees included in a company’s proxy materials. The SEC has completed the bulk (although not all) of the rulemaking necessary to implement these provisions. Regulation and Supervision of the Bank General. The Bank is a national bank, chartered by the OCC under the National Bank Act. The deposit accounts of the Bank are insured by the FDIC’s Deposit Insurance Fund (the “DIF”) to the maximum extent provided under federal law and FDIC regulations, currently $250,000 per insured depositor category, and the Bank is a member of the Federal Reserve System. As a national bank, the Bank is subject to the examination, supervision, reporting and enforcement requirements of the OCC, the chartering authority for national banks. The FDIC, as administrator of the DIF, also has regulatory authority over the Bank. Deposit Insurance. As an FDIC-insured institution, the Bank is required to pay deposit insurance premium assessments to the FDIC. Effective July 1, 2016, the FDIC changed its pricing system for banks under $10 billion, so that minimum and maximum initial base assessment rates are based on supervisory ratings. The initial base assessment rates currently range from three basis points to 30 basis points. At least semi-annually, the FDIC updates its loss and income projections for the DIF and, if needed, increases or decreases the assessment rates, following notice and comment on proposed rulemaking. The assessment base against which an FDIC-insured institution’s deposit insurance premiums paid to the DIF are calculated based on its average consolidated total assets less its average tangible equity. This method shifts the burden of deposit insurance premiums toward those large depository institutions that rely on funding sources other than U.S. deposits. The reserve ratio is the DIF balance divided by estimated insured deposits. The Dodd-Frank Act altered the minimum 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 FDIC-insured institutions when the reserve ratio exceeds certain thresholds. The reserve ratio reached 1.36% on September 30, 2018. Because the reserve ratio has reached 1.35%, two deposit insurance assessment changes occurred under FDIC regulations: (1) surcharges on insured depository institutions with total consolidated assets of $10 billion or more (large institutions) ceased; and (2) banks with assets of less than $10 billion, such as us, received assessment credits for the portion of their assessments that contributed to the growth in the reserve ratio from between 1.15% and 1.35%, which were applied when the reserve ratio was at or above 1.38%. These assessment credits started with the June 30, 2019 assessment invoiced in September 2019 and will run off by March 31, 2020. FICO Assessments. In addition to paying basic deposit insurance assessments, the FDIC collects Financing Corporation (“FICO”) assessments to pay interest on FICO bonds. FICO bonds were issued in the late 1980’s to recapitalize the (former) Federal Savings & Loan Insurance Corporation. The last of the remaining FICO bonds matured in September 2019. Our final FICO assessment was collected on March 31, 2019. Supervisory Assessments. National banks are required to pay supervisory assessments to the OCC to fund the operations of the OCC. The amount of the assessment is calculated using a formula that considers the Bank’s size and its supervisory condition. During the year ended December 31, 2019, the Bank paid supervisory assessments to the OCC totaling $471,000. 12 Capital Requirements. Banks are generally required to maintain capital levels in excess of other businesses. For a discussion of capital requirements, see “Regulatory Emphasis on Capital” above. Liquidity Requirements. Liquidity is a measure of the ability and ease with which bank assets may be converted to cash. Liquid assets are those that can be converted to cash quickly if needed to meet financial obligations. To remain viable, FDIC-insured institutions must have enough liquid assets to meet their near-term obligations, such as withdrawals by depositors. Because the global financial crisis was in part a liquidity crisis, Basel III also includes a liquidity framework that requires FDIC-insured institutions to measure their liquidity against specific liquidity tests. One test, referred to as the Liquidity Coverage Ratio (“LCR”), is designed to ensure that the banking entity has an adequate stock of unencumbered high-quality liquid assets that can be converted easily and immediately in private markets into cash to meet liquidity needs for a 30-calendar day liquidity stress scenario. The other test, known as the Net Stable Funding Ratio (“NSFR”) is designed to promote more medium and long-term funding of the assets and activities of FDIC-insured institutions over a one-year horizon. These tests provide an incentive for banks and holding companies to increase their holdings in Treasury securities and other sovereign debt as a component of assets, increase the use of long-term debt as a funding source and rely on stable funding like core deposits (in lieu of brokered deposits). In addition to liquidity guidelines already in place, the federal bank regulatory agencies implemented the Basel III LCR in 2014 and have proposed the NSFR. While the LCR only applies to the largest banking organizations in the country, as will the NSFR, certain elements are expected to filter down to all FDIC-insured institutions. The Company has adopted a modified version of the LCR as a part of measuring the liquidity at the Bank. The Company has no plans to adopt the NSFR and has not received regulatory guidance indicating a requirement to do so. Dividend Payments. The primary source of funds for the Company is dividends from the Bank. Under the National Bank Act, a national bank may pay dividends out of its undivided profits in such amounts and at such times as the bank’s board of directors deems prudent. Without prior OCC approval, however, a national bank may not pay dividends in any calendar year that, in the aggregate, exceed the bank’s year-to-date net income plus the bank’s retained net income for the two preceding years. The payment of dividends by any FDIC-insured institution is affected by the requirement to maintain adequate capital pursuant to applicable capital adequacy guidelines and regulations, and an FDIC-insured institution generally is prohibited from paying any dividends if, following payment thereof, the institution would be undercapitalized. As described above, the Bank exceeded its capital requirements under applicable guidelines as of December 31, 2019. Notwithstanding the availability of funds for dividends, however, the OCC may prohibit the payment of dividends by the Bank if it determines such payment would constitute an unsafe or unsound practice. In addition, under the Basel III Rule, institutions that seek the freedom to pay dividends will have to maintain the 2.5% capital conservation buffer. See “Regulatory Emphasis on Capital” above. Affiliate and Insider Transactions. The Bank is subject to certain restrictions imposed by federal law on “covered transactions” between the Bank and its “affiliates.” The Company is an affiliate of the 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 Bank. The Dodd-Frank Act enhanced the requirements for certain transactions with affiliates, 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 Bank to its directors and officers, to directors and officers of the Company and its subsidiaries, to principal stockholders of the Company and to “related interests” of such directors, officers and principal stockholders. 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 Bank, or a principal stockholder of the Company, may obtain credit from banks with which the Bank maintains a correspondent relationship. On December 27, 2019, the federal banking agencies issued an interagency statement explaining that such agencies will provide temporary relief from enforcement action against banks or asset managers, which become principal stockholders of banks, with respect to certain extensions of credit by banks that otherwise would violate Regulation O, provided the asset managers and banks satisfy certain conditions designed to ensure that there is a lack of control by the asset manager over the bank. This temporary relief will apply while the Federal Reserve, in consultation with the other federal banking agencies, considers whether to amend Regulation O. Safety and Soundness Standards/Risk Management. The federal banking agencies have adopted guidelines that establish operational and managerial standards to promote the safety and soundness of FDIC-insured 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 FDIC-insured institution’s primary federal regulator may require the institution to submit a plan for achieving and maintaining compliance. If an FDIC-insured 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 regulator’s order is cured, the regulator may restrict the FDIC-insured institution’s rate of growth, require the FDIC-insured 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 bank regulatory agencies, including cease and desist orders and civil money penalty assessments. 13 During the past decade, the bank regulatory agencies have increasingly emphasized the importance of sound risk management processes and strong internal controls when evaluating the activities of the FDIC-insured institutions they supervise. Properly managing risks has been identified as critical to the conduct of safe and sound banking activities and has become even more important as new technologies, product innovation, and the size and speed of financial transactions have changed the nature of banking markets. The agencies have identified a spectrum of risks facing a banking institution including, but not limited to, credit, market, liquidity, operational, legal and reputational risk. In particular, recent regulatory pronouncements have focused on operational risk, which arises from the potential that inadequate information systems, operational problems, breaches in internal controls, fraud, or unforeseen catastrophes will result in unexpected losses. New products and services, third-party risk and cybersecurity are critical sources of operational risk that FDIC-insured institutions are expected to address in the current environment. The Bank is expected to have active board and senior management oversight; adequate policies, procedures, and limits; adequate risk measurement, monitoring, and management information systems; and comprehensive internal controls. Branching Authority. National banks headquartered in Illinois, such as the Bank, have the same branching rights in Illinois as banks chartered under Illinois law, subject to OCC approval. Illinois law grants Illinois-chartered banks the authority to establish branches anywhere in the State of Illinois, subject to receipt of all required regulatory approvals. The Dodd-Frank Act permits well-capitalized and well-managed banks to establish new interstate branches or acquire individual branches of a bank in another state (rather than the acquisition of an out-of-state bank in its entirety) without impediments. Financial Subsidiaries. Under federal law and OCC regulations, national banks are authorized to engage, through “financial subsidiaries,” in any activity that is permissible for a financial holding company and any activity that the Secretary of the Treasury, in consultation with the Federal Reserve, determines is financial in nature or incidental to any such financial activity, except (i) insurance underwriting, (ii) real estate development or real estate investment activities (unless otherwise permitted by law), (iii) insurance company portfolio investments and (iv) merchant banking. The authority of a national bank to invest in a financial subsidiary is subject to a number of conditions, including, among other things, requirements that the bank must be well-managed and well-capitalized (after deducting from capital the bank’s outstanding investments in financial subsidiaries). The Bank has not applied for approval to establish any financial subsidiaries. Federal Home Loan Bank System. The Bank is a member of the Federal Home Loan Bank of Chicago (the “FHLBC”), which serves as a central credit facility for its members. The FHLBC is funded primarily from proceeds from the sale of obligations of the FHLBC system. It makes loans to member banks in the form of FHLBC advances. All advances from the FHLBC are required to be fully collateralized as determined by the FHLBC. Transaction Account Reserves. Federal Reserve regulations require FDIC-insured institutions to maintain reserves against their transaction accounts (primarily NOW and regular checking accounts). For 2019, the first $16.3 million of otherwise reservable balances are exempt from reserves and have a zero percent reserve requirement; for transaction accounts aggregating more than $16.3 million to $124.2 million, the reserve requirement is 3% of total transaction accounts; and for net transaction accounts in excess of $124.2 million, the reserve requirement is 3% up to $124.2 million plus 10% of the aggregate amount of total transaction accounts in excess of $124.2 million. These reserve requirements are subject to annual adjustment by the Federal Reserve. Community Reinvestment Act Requirements. The Community Reinvestment Act requires the Bank to have a continuing and affirmative obligation in a safe and sound manner to help meet the credit needs of its entire community, including low- and moderate-income neighborhoods. Federal regulators regularly assess the Bank’s record of meeting the credit needs of its communities. Applications for additional acquisitions would be affected by the evaluation of the Bank’s effectiveness in meeting its Community Reinvestment Act requirements. The Bank received an overall “outstanding” rating on its most recent CRA performance evaluation. In December 2019, the OCC and the FDIC proposed changes to the regulations implementing the CRA, which, if adopted will result in changes to the current CRA framework. The Federal Reserve Board did not join the proposal. Anti-Money Laundering. The Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism Act of 2001 (the “Patriot Act”) is designed to deny terrorists and criminals the ability to obtain access to the U.S. financial system and has significant implications for FDIC-insured institutions, brokers, dealers and other businesses involved in the transfer of money. The Patriot Act mandates financial services companies to have policies and procedures with respect to measures designed to address any or all of the following matters: (i) customer identification programs; (ii) money laundering; (iii) terrorist financing; (iv) identifying and reporting suspicious activities and currency transactions; (v) currency crimes; and (vi) cooperation between FDIC- insured institutions and law enforcement authorities. Bank regulators routinely examine institutions for compliance with these obligations, and this area has become a particular focus of the regulators in recent years. In addition, the regulators are required to consider compliance in connection with the regulatory review of certain applications. In recent years, regulators have expressed concern over banking institutions’ compliance with anti-money laundering requirements and, in some cases, have delayed approval of their expansionary proposals. The regulators and other governmental authorities have been active in imposing “cease and desist” orders and significant money penalty sanctions against institutions found to be in violation of the anti-money laundering regulations. Concentrations in Commercial Real Estate. Concentration risk exists when FDIC-insured institutions deploy too many assets to any one industry or segment. A concentration in commercial real estate is one example of regulatory concern. The interagency Concentrations in Commercial Real Estate Lending, Sound Risk Management Practices guidance (“CRE Guidance”) provides supervisory criteria, including the following numerical indicators, to assist bank examiners in identifying banks with potentially significant commercial real estate loan concentrations that may warrant greater supervisory scrutiny: (i) non-owner occupied commercial 14 real estate loans exceeding 300% of capital and increasing 50% or more in the preceding three years; or (ii) construction and land development loans exceeding 100% of capital. The CRE Guidance does not limit banks’ levels of commercial real estate lending activities, but rather guides institutions in developing risk management practices and levels of capital that are commensurate with the level and nature of their commercial real estate concentrations. On December 18, 2015, the federal banking agencies issued a statement to reinforce prudent risk-management practices related to CRE lending, having observed substantial growth in many CRE asset and lending markets, increased competitive pressures, rising CRE concentrations in banks, and an easing of CRE underwriting standards. The federal bank agencies reminded FDIC-insured institutions to maintain underwriting discipline and exercise prudent risk-management practices to identify, measure, monitor, and manage the risks arising from CRE lending. In addition, FDIC-insured institutions must maintain capital commensurate with the level and nature of their CRE concentration risk. Based on the Bank’s loan portfolio as of December 31, 2019, concentrations in commercial real estate did not exceed the 300% guideline for non-owner occupied commercial real estate loans, or the 100% guideline for construction and development loans. Financial Privacy and Cybersecurity. Under privacy protection provisions of the Gramm-Leach-Bliley Act of 1999 and related regulations, we are limited in our ability to disclose non-public information about consumers to nonaffiliated third parties. These limitations require disclosure of privacy policies to consumers and, in some circumstances, allow consumers to prevent disclosure of certain personal information to a nonaffiliated third party. Federal banking agencies have adopted guidelines for establishing information security standards and cybersecurity programs for implementing safeguards under the supervision of the board of directors. These guidelines, along with related regulatory materials, increasingly focus on risk management and processes related to information technology and the use of third parties in the provision of financial services. Consumer Protection Regulations. The activities of the Bank are subject to a variety of statutes and regulations designed to protect consumers. Interest and other charges collected or contracted for by the Bank are subject to state usury laws and federal laws concerning interest rates. The loan operations of the Bank are also subject to federal laws applicable to credit transactions, such as: • • • • • • the Truth-In-Lending Act (“TILA”) and Regulation Z, governing disclosures of credit and servicing terms to consumer borrowers and including substantial new requirements for mortgage lending and servicing, as mandated by the Dodd-Frank Act; the Home Mortgage Disclosure Act of 1975 and Regulation C, requiring financial institutions to provide information to enable the public and public officials to determine whether a financial institution is fulfilling its obligation to help meet the housing needs of the communities they serve; the Equal Credit Opportunity Act and Regulation B, prohibiting discrimination on the basis of race, color, religion, or other prohibited factors in extending credit; the Fair Credit Reporting Act of 1978, as amended by the Fair and Accurate Credit Transactions Act and Regulation V, as well as the rules and regulations of the FDIC governing the use and provision of information to credit reporting agencies, certain identity theft protections and certain credit and other disclosures; the Fair Debt Collection Practices Act and Regulation F, governing the manner in which consumer debts may be collected by collection agencies; and the Real Estate Settlement Procedures Act and Regulation X, which governs aspects of the settlement process for residential mortgage loans. The deposit operations of the Bank are also subject to federal laws, such as: • • • • the FDIA, which, among other things, limits the amount of deposit insurance available per insured depositor category to $250,000 and imposes other limits on deposit-taking; the Right to Financial Privacy Act, which imposes a duty to maintain the confidentiality of consumer financial records and prescribes procedures for complying with administrative subpoenas of financial records; the Electronic Funds Transfer Act and Regulation E, which governs automatic deposits to and withdrawals from deposit accounts and customers’ rights and liabilities arising from the use of automated teller machines and other electronic banking services; and the Truth in Savings Act and Regulation DD, which requires depository institutions to provide disclosures so that consumers can make meaningful comparisons about depository institutions and accounts. The Consumer Financial Protection Bureau (the “CFPB”) is an independent regulatory authority housed within the Federal Reserve. The CFPB has broad authority to regulate the offering and provision of consumer financial products. The CFPB has the authority to supervise and examine depository institutions with more than $10 billion in assets for compliance with federal consumer laws. The authority to supervise and examine depository institutions with $10 billion or less in assets, such as the Bank, for compliance with federal consumer laws remains largely with those institutions’ primary regulators. However, the CFPB may participate in examinations of these smaller institutions on a “sampling basis” and may refer potential enforcement actions against such institutions to their primary regulators. As such, the CFPB may participate in examinations of the Bank. The CFPB has issued a number of significant rules that impact nearly every aspect of the lifecycle of a residential mortgage loan. These rules implement Dodd-Frank Act amendments to the Equal Credit Opportunity Act, TILA and the Real Estate Settlement Procedures 15 Act (“RESPA”). Among other things, the rules adopted by the CFPB require banks to: (i) develop and implement procedures to ensure compliance with a “reasonable ability-to-repay” test; (ii) implement new or revised disclosures, policies and procedures for originating and servicing mortgages, including, but not limited to, pre-loan counseling, early intervention with delinquent borrowers and specific loss mitigation procedures for loans secured by a borrower’s principal residence, and mortgage origination disclosures, which integrate existing requirements under TILA and RESPA; (iii) comply with additional restrictions on mortgage loan originator hiring and compensation; and (iv) comply with new disclosure requirements and standards for appraisals and certain financial products. Bank regulators take into account compliance with consumer protection laws when considering approval of any proposed expansionary proposals. Item 1A. Risk Factors RISK FACTORS There are risks, many beyond our control, which could cause our results to differ significantly from management’s expectations. Some of these risk factors are described below. Any factor described in this Annual Report on Form 10-K could, by itself or together with one or more other factors, adversely affect our business, results of operations and/or financial condition. Additional risks and uncertainties not currently known to us or that we currently consider to not be material also may materially and adversely affect us. In assessing these risks, you should also refer to other information disclosed in our SEC filings, including the financial statements and notes thereto. The risks discussed below also include forward-looking statements, and actual results may differ substantially from those discussed or implied in these forward-looking statements. Risks Relating to Our Business Our business may be adversely affected by economic conditions. Our financial performance generally, and in particular the ability of borrowers to pay interest on and repay principal of outstanding loans and the value of collateral securing those loans, as well as demand for loans and other products and services we offer and whose success we rely on to drive our growth, is highly dependent upon the business environment in the primary markets where we operate and in the United States as a whole. Unfavorable market conditions can result in a deterioration in the credit quality of our borrowers and the demand for our products and services, an increase in the number of loan delinquencies, defaults and charge-offs, additional provisions for loan losses, adverse asset values of the collateral securing our loans and an overall material adverse effect on the quality of our loan portfolio. Unfavorable or uncertain economic and market conditions can be caused by declines in economic growth, business activity or investor or business confidence; limitations on the availability or increases in the cost of credit and capital; increases in inflation or interest rates; high unemployment; natural disasters; epidemics or pandemics; or a combination of these or other factors. During 2019, the U.S. economy has continued to grow across a wide range of industries and regions in the United States. However, there are continuing concerns related to, among other things, the level of U.S. government debt and fiscal actions that may be taken to address that debt, depressed oil prices, the U.S.-China trade disputes and related tariffs and the consequences of unexpected geopolitical evens, such as outbreaks of contagious disease (such as the novel coronavirus) or acts of war or terrorism, that may have a destabilizing effect on the global economy and financial markets. There can be no assurance that current economic conditions will continue or improve, and economic conditions could worsen. Economic pressure on consumers and uncertainty regarding continuing economic improvement may result in changes in consumer and business spending, borrowing and saving habits. A return of recessionary conditions and/or other negative developments in the domestic or international credit markets may significantly affect the markets in which we do business, the value of our loans and investments, and our ongoing operations, costs and profitability. Declines in real estate values and sales volumes and high unemployment or underemployment may also result in higher than expected loan delinquencies, increases in our levels of nonperforming and classified assets and a decline in demand for our products and services. These negative events may cause us to incur losses and may adversely affect our capital, liquidity and financial condition. We may not be able to implement our growth strategy or manage costs effectively, resulting in lower earnings or profitability. There can be no assurance that we will be able to continue to grow and to be profitable in future periods, or, if profitable, that our overall earnings will remain consistent or increase in the future. Our strategy is focused on organic growth, supplemented by opportunistic acquisitions, such as our acquisition of ABC Bank. Our growth requires that we increase our loans and deposits while managing risks by following prudent loan underwriting standards without increasing interest rate risk or compressing our net interest margin, maintaining more than adequate capital and liquidity levels at all times, hiring and retaining qualified employees and successfully implementing strategic projects and initiatives. Even if we are able to increase our interest income, our earnings may nonetheless be reduced by increased expenses, such as additional employee compensation or other general and administrative expenses and increased interest expense on any liabilities incurred or deposits solicited to fund increases in assets. Additionally, if our competitors extend credit on terms we find to pose excessive risks, or at interest rates which we believe do not warrant the credit exposure, we may not be able to maintain our lending volume and could experience deteriorating financial performance. Our inability to manage our growth successfully or to continue to expand into new markets could have a material adverse effect on our business, financial condition or results of operations. 16 Nonperforming assets take significant time to resolve, adversely affect our results of operations and financial condition and could result in further losses in the future. Our nonperforming loans (which consist of nonaccrual loans, loans past due 90 days or more still accruing interest and restructured loans still accruing interest) and our nonperforming assets (which include nonperforming loans plus OREO) are reflected in the table below at December 31. We do not consider our purchased credit impaired loans, or PCI loans to be nonperforming assets as long as their cash flows and the timing of such cash flows continue to be estimable and probable of collection, because we recognize interest income on these loans through accretion of the difference between the carrying value of these loans and the present value of expected future cash flows. As a result, management has excluded PCI loans from nonperforming assets in the table below. Nonperforming loans OREO Total nonperforming assets 2019 15,849 $ 5,004 20,853 $ $ $ 2018 16,341 7,175 23,516 % Change (3.0) (30.3) (11.3) Our nonperforming assets adversely affect our net income in various ways. For example, we do not accrue interest income on nonaccrual loans and OREO may have expenses in excess of any lease revenues collected, thereby adversely affecting our net income, return on assets and return on equity. Our loan administration costs also increase because of our nonperforming assets. The resolution of nonperforming assets requires significant time commitments from management, which can be detrimental to the performance of their other responsibilities. There is no assurance that we will not experience increases in nonperforming assets in the future, or that our nonperforming assets will not result in losses in the future. Our loan portfolio is concentrated heavily in commercial and residential real estate loans, including exposure to construction loans, which involve risks specific to real estate values and the real estate markets in general. Our loan portfolio generally reflects the profile of the communities in which we operate. Because we operate in areas that saw rapid historical growth, real estate lending of all types is a significant portion of our loan portfolio. Total real estate lending, excluding PCI loans, was $1.46 billion, or approximately 75.4%, of our loan portfolio at December 31, 2019, compared to $1.48 billion, or approximately 77.9%, at December 31, 2018. Given that the primary (if not only) source of collateral on these loans is real estate, adverse developments affecting real estate values in our market area could increase the credit risk associated with our real estate loan portfolio. In addition, with respect to commercial real estate loans, the banking regulators are examining commercial real estate lending activity with greater scrutiny, and may require banks with higher levels of commercial real estate loans to implement improved underwriting, internal controls, risk management policies and portfolio stress testing, as well as possibly higher levels of allowances for losses and capital levels as a result of commercial real estate lending growth and exposures. At December 31, 2019, our outstanding commercial real estate loans, including owner occupied real estate, and undrawn commercial real estate commitments were equal to 257.6% of our Tier 1 capital plus allowance for loan and lease losses, which is under our policy limit and regulatory guidance of 300%. If our regulators require us to maintain higher levels of capital than we would otherwise be expected to maintain, this could limit our ability to leverage our capital and have a material adverse effect on our business, financial condition, results of operations and prospects. Real estate market volatility and future changes in disposition strategies could result in net proceeds that differ significantly from our fair value appraisals of loan collateral and OREO and could negatively impact our operating performance. Many of our nonperforming real estate loans are collateral-dependent, meaning the repayment of the loan is largely dependent upon the value of the property securing the loan and the borrower’s ability to refinance, recapitalize or sell the property. For collateral-dependent loans, we estimate the value of the loan based on the appraised value of the underlying collateral less costs to sell. Our OREO portfolio essentially consists of properties acquired through foreclosure or deed in lieu of foreclosure in partial or total satisfaction of certain loans as a result of borrower defaults. Some property in OREO reflects property formerly utilized as a bank premise or land that was acquired with the expectation that a bank premise would be established at the location. In some cases, the market for such properties has been significantly depressed, and we have been unable to sell them at prices or within timeframes that we deem acceptable. OREO is recorded at the fair value of the property when acquired, less estimated selling costs. In determining the value of OREO properties and loan collateral, an orderly disposition of the property is generally assumed. Significant judgment is required in estimating the fair value of property, and the period of time within which such estimates can be considered current is significantly shortened during periods of market volatility. In response to market conditions and other economic factors, we may utilize alternative sale strategies other than orderly disposition as part of our OREO disposition strategy, such as immediate liquidation sales. In this event, as a result of the significant judgments required in estimating fair value and the variables involved in different methods of disposition, the net proceeds realized from such sales transactions could differ significantly from appraisals, comparable sales and other estimates used to determine the fair value of our OREO properties. If we fail to effectively manage credit risk, our business and financial condition will suffer. 17 We must effectively manage credit risk. As a lender, we are exposed to the risk that our borrowers will be unable to repay their loans according to their original contractual terms, and that the collateral securing repayment of their loans, if any, may not be sufficient to ensure repayment. In addition, there are risks inherent in making any loan, including risks relating to proper loan underwriting, risks resulting from changes in economic and industry conditions and risks inherent in dealing with individual borrowers, including the risk that a borrower may not provide information to us about its business in a timely manner, and/or may present inaccurate or incomplete information to us, and risks relating to the value of collateral. In order to manage credit risk successfully, we must, among other things, maintain disciplined and prudent underwriting standards and ensure that our lenders follow those standards. The weakening of these standards for any reason, such as an attempt to attract higher yielding loans, a lack of discipline or diligence by our employees in underwriting and monitoring loans, the inability of our employees to adequately adapt policies and procedures to changes in economic or any other conditions affecting borrowers and the quality of our loan portfolio, may result in loan defaults, foreclosures and additional charge-offs and may necessitate that we significantly increase our allowance for loan and lease losses, each of which could adversely affect our net income. As a result, our inability to successfully manage credit risk could have a material adverse effect on our business, financial condition or results of operations. Our allowance for loan and lease losses, or ALLL, and fair value adjustments with respect to acquired loans, may be insufficient to absorb potential losses in our loan portfolio, which may adversely affect our business, financial condition and results of operations. Our success depends significantly on the quality of our assets, particularly loans. Like other financial institutions, we are exposed to the risk that our borrowers may not repay their loans according to their terms, and the collateral securing the payment of these loans may be insufficient to fully compensate us for the outstanding balance of the loan plus the costs to dispose of the collateral. As a result, we may experience significant loan and lease losses that may have a material adverse effect on our operating results and financial condition. We maintain an ALLL at a level we believe is adequate to absorb estimated losses inherent in our existing loan portfolio. The level of the allowance reflects management’s continuing evaluation of industry concentrations; specific credit risks; credit loss experience; current loan portfolio quality; present economic, political, and regulatory conditions; and unidentified losses inherent in the current loan portfolio. We may be required to make significant increases in the provision for loan and lease losses and to charge-off additional loans in the future. Determination of the ALLL is inherently subjective since it requires significant estimates and management judgment of credit risks and future trends, all of which may undergo material changes. For example, the final allowance for 2019, 2018 and 2017 included an amount reserved for other not specifically identified risk factors. New information regarding existing loans, identification of additional problem loans, and other factors, both within and outside of our control, may require an increase in the ALLL. In addition, bank regulatory agencies periodically review our allowance and may require an increase in the provision for loan and lease losses or the recognition of additional loan charge-offs, based on judgments different from those of management. If charge-offs in future periods exceed the ALLL, we will need additional provisions to increase the allowance. Any increases in the ALLL will result in a decrease in net income and capital and may have a material adverse effect on our financial condition and results of operations. The application of the purchase method of accounting in our acquisition of ABC Bank and any future acquisitions will impact our ALLL. Under the purchase method of accounting, all acquired loans are recorded in our consolidated financial statements at their estimated fair value at the time of acquisition and any related ALLL is eliminated because credit quality, among other factors, is considered in the determination of fair value. To the extent that our estimates of fair value are too high, we will incur losses associated with the acquired loans. New accounting standards could require us to increase our allowance for loan and lease losses and may have a material adverse effect on our financial condition and results of operations. The measure of our ALLL is dependent on the adoption and interpretation of accounting standards. The Financial Accounting Standards Board, or FASB, recently issued a new credit impairment model, the Current Expected Credit Loss, or CECL model, which will become applicable to us for interim and annual reporting periods beginning January 1, 2020. Under the CECL model, we will be required to present certain financial assets carried at amortized cost, such as loans held for investment and held-to-maturity debt securities, at the net amount expected to be collected. The measurement of expected credit losses will be recorded to the allowance for credit losses (“ACL”), and is to be based on information about past events, including historical experience, current conditions, and reasonable and supportable forecasts that affect the collectability of the reported amount. This measurement will take place at the time the financial asset is first added to our balance sheet, with adjustments related to this credit assessment recorded to the ACL, and periodic measurements will occur thereafter. This differs significantly from the “incurred loss” model currently required under GAAP, which delays recognition until it is probable a loss has been incurred. Accordingly, with the adoption of the CECL model on January 1, 2020, we expect an overall increase in our ACL for loans and leases of approximately $4.0 million to $6.0 million. Approximately $2.5 million of the increase to the ACL (formerly allowance for loan and lease losses) as of the CECL adoption date will be due to the transfer of the non-accretable purchase accounting adjustments on our purchased credit impaired loans. As a result of the adoption of this new standard on January 1, 2020, we expect a reduction to retained earnings of approximately $3.0 million to $5.0 million. Moreover, the ongoing use of the CECL model may create more volatility in the level of our ACL. If we are required to materially increase our level of ACL for any reason, such increase could adversely affect our business, financial condition and results of operations. 18 Our business is geographically concentrated in several counties in Illinois, which makes our business highly susceptible to downturns in these local economies. Unlike larger financial institutions that are more geographically diversified, our banking franchise is concentrated in Aurora, Illinois, and its surrounding communities, as well as Cook County. The city of Aurora is located in northeastern Illinois, approximately 40 miles west of Chicago. We operate primarily in Cook, DeKalb, DuPage, Kane, Kendall, LaSalle and Will counties in Illinois, and, as a result, our financial condition, results of operations and cash flows are subject to changes and fluctuations in the economic conditions in those areas. The local economic conditions in these areas have a significant impact on our commercial real estate, construction and residential real estate loans, the ability of borrowers to repay these loans, and the value of the collateral securing these loans. Adverse changes in the economic conditions in the United States in general, or in our primary markets in Illinois and the State of Illinois in general, could negatively affect our financial condition, results of operations and profitability. While economic conditions in Illinois, along with the U.S. and worldwide, have improved since the end of the economic recession, a return of recessionary conditions could result in the following consequences, any of which could have a material adverse effect on our business: • • • • loan delinquencies may increase; problem assets and foreclosures may increase; demand for our products and services may decline; and collateral for loans that we make, especially real estate, may decline in value, in turn reducing a customer’s borrowing power, and reducing the value of assets and collateral associated with the our loans. In addition, the State of Illinois continues to experience severe fiscal challenges. Payment lapses by the State of Illinois to its vendors and government sponsored entities may have negative effects on our primary market area. To the extent that these issues, or any future state tax increases, impact the economic vitality of the businesses operating in Illinois, encourage businesses to leave the state or discourage new employers to start or move businesses to Illinois, they could have a material adverse effect on our financial condition and results of operations. We operate in a highly competitive industry and market area and may face severe competitive disadvantages. We face substantial competition in all areas of our operations from a variety of different competitors, many of which are larger and have more financial resources. We compete with commercial banks, credit unions, savings and loan associations, mortgage banking firms, other financial service businesses, including investment advisory and wealth management firms, mutual fund companies, and securities brokerage and investment banking firms, as well as super-regional, national and international financial institutions that operate offices in our primary market areas and elsewhere. Local competitors continue to expand their presence in the western suburbs of Chicago, including the communities that surround Aurora, Illinois, and these competitors may be better positioned than us to compete for loans, acquisitions and personnel. As customers’ preferences and expectations continue to evolve, technology has lowered barriers to entry and made it possible for banks to expand their geographic reach by providing services over the Internet and for non-banks to offer products and services traditionally provided by banks, such as business and consumer lending, automatic transfer and automatic payment systems. There has also been significant advancement in the exchange of digital assets (“cryptocurrency”) that could materially impact the financial services industry in the future. Because of this rapidly changing technology, our future success will depend in part on our ability to address our customers’ needs by using technology. Customer loyalty can be easily influenced by a competitor’s new products, especially offerings that could provide cost savings or a higher return to the customer. Moreover, the financial services industry could become even more competitive as a result of legislative and regulatory changes, and many large scale competitors can leverage economies of scale to offer better pricing for products and services compared to what we can offer. We compete with these institutions in attracting deposits and assets under management, processing payment transactions, and in making loans. We may not be able to compete successfully with other financial institutions in our markets, particularly with larger financial institutions operating in our markets that have significantly greater resources than us and offer financial products and services that we are unable to offer, putting us at a disadvantage in competing with them for loans and deposits and wealth management clients, and we may have to pay higher interest rates to attract deposits, accept lower yields on loans to attract loans and pay higher wages for new employees, resulting in lower net interest margin and reduced profitability. In addition, competitors that are not depository institutions are generally not subject to the extensive regulations that apply to us. If we are unable to compete effectively with those banking or other financial services businesses, we could find it more difficult to attract new and retain existing clients and our net interest margin, net interest income and wealth management fees could decline, which would adversely affect our results of operations and could cause us to incur losses in the future. In addition, our ability to successfully attract and retain wealth management clients is dependent on our ability to compete with competitors’ investment products, level of investment performance, client services and marketing and distribution capabilities. If we are not successful in attracting new and retaining existing clients, our business, financial condition, results of operations and prospects may be materially and adversely affected. 19 Failure to keep pace with technological change could adversely affect our business. The financial services industry is continually undergoing rapid technological change with frequent introductions of new technology-driven products and services. The effective use of technology increases efficiency and enables financial institutions to better serve customers and to reduce costs. Our future success depends, in part, upon our ability to address the needs of our customers by using technology to provide products and services that will satisfy customer demands, as well as to create additional efficiencies in our operations. Many of our competitors have substantially greater resources to invest in technological improvements. We may not be able to effectively implement new technology-driven products and services or be successful in marketing these products and services to our customers. Failure to successfully keep pace with technological change affecting the financial services industry could have a material adverse impact on our business, financial condition and results of operations. We face a risk of noncompliance with the Bank Secrecy Act and other anti-money laundering statutes and regulations and corresponding enforcement proceedings. The federal Bank Secrecy Act, the Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism Act of 2001, or the “PATRIOT Act,” and other laws and regulations require financial institutions, among our other duties, to institute and maintain effective anti-money laundering programs and to file suspicious activity and currency transaction reports as appropriate. The federal Financial Crimes Enforcement Network, established by the U.S. Treasury Department to administer the Bank Secrecy Act, is authorized to impose significant civil money penalties for violations of those requirements and has recently engaged in coordinated enforcement efforts with the individual federal banking regulators, as well as the U.S. Department of Justice, Drug Enforcement Administration and Internal Revenue Service. There is also increased scrutiny of compliance with the rules enforced by the Office of Foreign Assets Control. Federal and state bank regulators also have begun to focus on compliance with Bank Secrecy Act and anti-money laundering regulations. If our policies, procedures and systems are deemed deficient or the policies, procedures and systems of the financial institutions that we have already acquired or may acquire in the future are deficient, we would be subject to liability, including fines and regulatory actions such as restrictions on our ability to pay dividends and the necessity to obtain regulatory approvals to proceed with certain aspects of our business plan, including our acquisition plans, which would negatively impact our business, financial condition and results of operations. Failure to maintain and implement adequate programs to combat money laundering and terrorist financing could also have serious reputational consequences for us. Our strategic growth plans contemplate additional organic growth and potential growth through additional mergers and acquisitions, which exposes us to additional risks. Our strategic growth plans include organic growth and growth through additional mergers and acquisitions. To the extent that we are unable to increase loans through organic loan growth, or to identify and consummate attractive acquisitions, we may be unable to successfully implement our growth strategy, which could materially and adversely affect our financial condition and earnings. We routinely evaluate opportunities to acquire additional financial institutions or branches or to open new branches. As a result, we regularly engage in discussions or negotiations that, if they were to result in a transaction, could have a material effect on our operating results and financial condition, including short- and long-term liquidity. Our merger and acquisition activities could be material and could require us to use a substantial amount of common stock, cash, other liquid assets, and/or incur debt. In addition, if goodwill recorded in connection with our prior or potential future acquisitions were determined to be impaired, then we would be required to recognize a charge against our earnings, which could materially and adversely affect our results of operations during the period in which the impairment was recognized. Moreover, these types of expansions involve various risks, including: Management of Growth. We may be unable to successfully: • maintain loan quality in the context of significant loan growth; • • • • identify and expand into suitable markets; obtain regulatory and other approvals necessary to consummate mergers, acquisitions or other expansion activities, or regulatory approvals may be delayed, impeded, or conditioned due to existing or new regulatory issues surrounding us, the target institution or the proposed combined entity as a result of, among other things, issues related to anti- money laundering/Bank Secrecy Act compliance, fair lending laws, fair housing laws, consumer protection laws, unfair, deceptive or abusive acts or practices regulations, or the Community Reinvestment Act; retain employees and customers of the Company or the businesses that we acquire or merge with; attract sufficient deposits and capital to fund anticipated loan growth; • maintain adequate common equity and regulatory capital; • avoid diversion or disruption of our management and existing operations as well as those of the acquired or merged institution; • maintain adequate management personnel and systems to oversee such growth; • maintain adequate internal audit, risk management, loan review and compliance functions; and 20 • implement additional policies, procedures and operating systems required to support such growth. Operating Results. There is no assurance that existing branches or future branches will maintain or achieve deposit levels, loan balances or other operating results necessary to avoid losses or produce profits. Our growth may entail an increase in overhead expenses as we add new branches and staff. There are considerable costs involved in opening branches, and new branches generally do not generate sufficient revenues to offset their costs until they have been in operation for at least a year or more. Accordingly, any new branches we establish can be expected to negatively impact our earnings for some period of time until they reach certain economies of scale. Our historical results may not be indicative of future results or results that may be achieved, particularly if we continue to expand. Failure to successfully address these and other issues related to our expansion could have a material adverse effect on our business, financial condition and results of operations, including short-term and long-term liquidity, and could adversely affect our ability to successfully implement our business strategy. We may be exposed to difficulties in combining the operations of acquired or merged businesses into our own operations, which may prevent us from achieving the expected benefits from our merger and acquisition activities. We may not be able to fully achieve the strategic objectives and operating efficiencies that we anticipate in our merger and acquisition activities. Inherent uncertainties exist in integrating the operations of an acquired or merged business. We may lose our customers or the customers of acquired or merged entities as a result of an acquisition. We may also lose key personnel from the acquired entity as a result of an acquisition. We may not discover all known and unknown factors when examining a company for acquisition or merger during the due diligence period. These factors could produce unintended and unexpected consequences for us. Undiscovered factors as a result of an acquisition or merger could bring civil, criminal, and financial liabilities against us, our management, and the management of those entities we acquire or merge with. In addition, if difficulties arise with respect to the integration process, the economic benefits expected to result from acquisitions and mergers might not occur. Failure to successfully integrate businesses that we acquire or merge with could have an adverse effect on our profitability, return on equity, return on assets, or our ability to implement our strategy, any of which in turn could have a material adverse effect on our business, financial condition and results of operations. These factors could contribute to our not achieving the expected benefits from our mergers and acquisitions within desired time frames, if at all. Uncertainty relating to the London Inter-bank Offered Rate, or LIBOR, calculation process and potential phasing out of LIBOR may adversely affect us. On July 27, 2017, the Chief Executive of the United Kingdom Financial Conduct Authority, which regulates LIBOR, announced that it intends to stop persuading or compelling banks to submit rates for the calibration of LIBOR to the administrator of LIBOR after 2021. The announcement indicates that the continuation of LIBOR on the current basis cannot and will not be guaranteed after 2021. It is impossible to predict whether and to what extent banks will continue to provide LIBOR submissions to the administrator of LIBOR or whether any additional reforms to LIBOR may be enacted in the United Kingdom or elsewhere. At this time, no consensus exists as to what rate or rates may become acceptable alternatives to LIBOR and it is impossible to predict the effect of any such alternatives on the value of LIBOR-based securities and variable rate loans, or other securities or financial arrangements, given LIBOR’s role in determining market interest rates globally. The Federal Reserve Board, in conjunction with the Alternative Reference Rates Committee, a steering committee comprised of large U.S. financial institutions, is considering replacing the U.S. dollar LIBOR with a new index calculated by short-term repurchase agreements, backed by Treasury securities (“SOFR”). SOFR is observed and backward looking, which stands in contrast with LIBOR under the current methodology, which is an estimated forward-looking rate and relies, to some degree, on the expert judgment of submitting panel members. Given that SOFR is a secured rate backed by government securities, it will be a rate that does not take into account bank credit risk (as is the case with LIBOR). SOFR is therefore likely to be lower than LIBOR and is less likely to correlate with the funding costs of financial institutions. Whether or not SOFR attains traction as a LIBOR replacement tool remains in question, although some transactions using SOFR have been completed in 2019, and the future of LIBOR remains uncertain as this time. Uncertainty as to the nature of alternative reference rates and as to potential changes or other reforms to LIBOR may adversely affect LIBOR rates and the value of LIBOR-based loans, and securities in our portfolio. If LIBOR rates are no longer available, and we are required to implement substitute indices for the calculation of interest rates under our loan agreements with our borrowers, we may experience significant expenses in effecting the transition, and may be subject to disputes or litigation with customers and creditors over the appropriateness or comparability to LIBOR of the substitute indices, which could have an adverse effect on our results of operations. Changes in U.S. trade policies and other factors beyond our control, including the imposition of tariffs and retaliatory tariffs and the impacts of epidemics or pandemics, may adversely impact our business, financial condition and results of operations. There have been changes and discussions with respect to U.S. trade policies, legislation, treaties and tariffs, including trade policies and tariffs affecting other countries, including China, the European Union, Canada and Mexico and retaliatory tariffs by such countries. Tariffs and retaliatory tariffs have been imposed, and additional tariffs and retaliation tariffs have been proposed. Such tariffs, retaliatory tariffs or other trade restrictions on products and materials that our customers import or export could cause the prices of our customers’ products to increase which could reduce demand for such products, or reduce our customer margins, and adversely impact their revenues, financial results and ability to service debt; which, in turn, could adversely affect our financial condition and results of operations. In addition, to the extent changes in the political environment have a negative impact on us or on the markets in which we operate our business, results of operations and financial condition could be materially and adversely impacted in the future. It remains unclear what the U.S. Administration or foreign governments will or will not do with respect to tariffs already imposed, additional tariffs that may be imposed, or international trade agreements and policies. On January 26, 2020, President Trump signed a new trade deal between the 21 United States, Canada and Mexico to replace the North American Free Trade Agreement. The full impact of this agreement on us, our customers and on the economic conditions in our primary banking markets is currently unknown. In addition, the novel coronavirus and concerns regarding the extent to which it may spread have affected, and may increasingly affect, international trade (including supply chains and export levels), travel, employee productivity and other economic activities. A trade war or other governmental action related to tariffs or international trade agreements or policies as well as coronavirus or other potential epidemics or pandemics, have the potential to negatively impact our and/or our customers’ costs, demand for our customers’ products, and/or the U.S. economy or certain sectors thereof and, thus, adversely affect our business, financial condition, and results of operations. We are a community bank and our ability to maintain our reputation is critical to the success of our business and the failure to do so may materially adversely affect our performance. We are a community bank, and our reputation is one of the most valuable components of our business. As such, we strive to conduct our business in a manner that enhances our reputation. This is done, in part, by recruiting, hiring and retaining employees who share our core values: being an integral part of the communities we serve; delivering superior service to our customers; and caring about our customers and associates. Damage to our reputation could undermine the confidence of our current and potential clients in our ability to provide financial services. Such damage could also impair the confidence of our counterparties and business partners, and ultimately affect our ability to effect transactions. Maintenance of our reputation depends not only on our success in maintaining our core values and controlling and mitigating the various risks described herein, but also on our success in identifying and appropriately addressing issues that may arise in areas such as potential conflicts of interest, anti-money laundering, client personal information and privacy issues, record-keeping, regulatory investigations and any litigation that may arise from the failure or perceived failure of us to comply with legal and regulatory requirements. If our reputation is negatively affected, by the actions of our employees or otherwise, our business and, therefore, our operating results may be materially adversely affected. Further, negative public opinion can expose us to litigation and regulatory action as we seek to implement our growth strategy, which could adversely affect our business, financial condition and results of operations. We are subject to interest rate risk, and a change in interest rates could have a negative effect on our net income. Our earnings and cash flows are largely dependent upon our net interest income. Interest rates are highly sensitive to many factors that are beyond our control, including general economic conditions, our competition and policies of various governmental and regulatory agencies, particularly the Federal Reserve. Changes in monetary policy could influence our earnings. When interest-bearing liabilities mature or reprice more quickly, or to a greater degree than interest-earning assets in a period, an increase in interest rates could reduce net interest income. Similarly, when interest-earning assets mature or reprice more quickly, or to a greater degree than interest-bearing liabilities, falling interest rates could reduce net interest income. Additionally, an increase in the general level of interest rates may also, among other things, adversely affect our current borrowers’ ability to repay variable rate loans, the demand for loans and our ability to originate loans and decrease loan prepayment rates. Conversely, a decrease in the general level of interest rates, among other things, may lead to increased prepayments on our loan and mortgage-backed securities portfolios and increased competition for deposits. Accordingly, changes in the general level of market interest rates may adversely affect our net yield on interest-earning assets, loan origination volume and our overall results. Although management believes it has implemented effective asset and liability management strategies to reduce the potential effects of changes in interest rates on our results of operations, any substantial, unexpected, prolonged change in market interest rates could have a material adverse effect on our financial condition and results of operations. Our business needs and future growth may require us to raise additional capital, but that capital may not be available or may be dilutive. We may need to raise additional capital, in the form of debt or equity securities, in the future to have sufficient capital resources to meet our commitments and fund our business needs and future growth, particularly if the quality of our assets or earnings were to deteriorate significantly. In addition, the Company and the Bank are each required by federal regulatory authorities to maintain adequate levels of capital to support their operations. Our ability to raise capital will depend on, among other things, conditions in the capital markets, which are outside of our control, and our financial performance. Accordingly, we cannot provide assurance that such capital will be available on terms acceptable to us or at all. Any occurrence that limits our access to capital, may adversely affect our capital costs and our ability to raise capital and, in turn, our liquidity. Further, if we need to raise capital in the future we may have to do so when many other financial institutions are also seeking to raise capital and would then have to compete with those institutions for investors. Any inability to raise capital on acceptable terms when needed could have a material adverse effect on our business, financial condition and results of operations and could be dilutive to both tangible book value and our share price. In addition, an inability to raise capital when needed may subject us to increased regulatory supervision and the imposition of restrictions on our growth and business. These restrictions could negatively affect our ability to operate or further expand our operations through loan growth, acquisitions or the establishment of additional branches. These restrictions may also result in increases in operating expenses and reductions in revenues that could have a material adverse effect on our financial condition, results of operations and share price. 22 We could experience an unexpected inability to obtain needed liquidity. Liquidity measures the ability to meet current and future cash flow needs as they become due. The liquidity of a financial institution reflects its ability to meet loan requests, to accommodate possible outflows in deposits, and to take advantage of interest rate market opportunities and is essential to a financial institution’s business. The ability of a financial institution to meet its current financial obligations is a function of its balance sheet structure, its ability to liquidate assets and its access to alternative sources of funds. We seek to ensure that our funding needs are met by maintaining an appropriate level of liquidity through asset and liability management. In 2019, the Bank continued to secure liquidity under the advance program provided under terms offered by the FHLBC. If we are unable to obtain funds when needed, it could have a material adverse effect on our business, financial condition and results of operations. We may not be able to maintain a strong core deposit base or access other low-cost funding sources. We rely on bank deposits to be a low cost and stable source of funding. In addition, our future growth will largely depend on our ability to maintain and grow a strong deposit base. If we are unable to continue to attract and retain core deposits, to obtain third party financing on favorable terms, or to have access to interbank or other liquidity sources, we may not be able to grow our assets as quickly. We compete with banks and other financial services companies for deposits. If our competitors raise the rates they pay on deposits in response to interest rate changes initiated by the FRBC Open Market Committee or for other reasons of their choice, our funding costs may increase, either because we raise our rates to avoid losing deposits or because we lose deposits and must rely on more expensive sources of funding. Higher funding costs could reduce our net interest margin and net interest income. Any decline in available funding could adversely affect our ability to continue to implement our business strategy which could have a material adverse effect on our liquidity, business, financial condition and results of operations. Our estimate of fair values for our investments may not be realizable if we were to sell these securities today. Our available-for-sale securities are carried at fair value. The determination of fair value for securities categorized in Level 3 involves significant judgment due to the complexity of the factors contributing to the valuation, many of which are not readily observable in the market. Recent market disruptions and the resulting fluctuations in fair value have made the valuation process even more difficult and subjective. If the valuations are incorrect, it could harm our financial results and financial condition. We may be materially and adversely affected by the highly regulated environment in which we operate. We are subject to extensive federal and state regulation, supervision and examination. Banking regulations are primarily intended to protect depositors’ funds, FDIC funds, customers and the banking system as a whole, rather than our stockholders. Compliance with banking regulations is costly and these regulations affect our lending practices, capital structure, investment practices, mergers and acquisitions, dividend policy, and growth, among other things. The Company and the Bank also undergo periodic examinations by their regulators, who have extensive discretion and authority to prevent or remedy unsafe or unsound practices or violations of law. Failure to comply with applicable laws, regulations or policies could also result in heightened regulatory scrutiny and in sanctions by regulatory agencies (such as a memorandum of understanding, a written supervisory agreement or a cease and desist order), civil money penalties and/or reputation damage. Any of these consequences could restrict our ability to expand our business or could require us to raise additional capital or sell assets on terms that are not advantageous to us or our stockholders and could have a material adverse effect on our business, financial condition and results of operations. A more detailed description of the primary federal banking laws and regulations that affect the Company and the Bank is included in this Form 10-K under the section captioned “Supervision and Regulation” in Item 1. Since the economic recession, federal and state banking laws and regulations, as well as interpretations and implementations of these laws and regulations, have undergone substantial review and change. In particular, the Dodd-Frank Act drastically revised the laws and regulations under which we operate. The burden of regulatory compliance has increased under the Dodd-Frank Act and has increased our costs of doing business and, as a result, may create an advantage for our competitors who may not be subject to similar legislative and regulatory requirements. Regulations and laws may be modified at any time, and new legislation may be enacted that will affect us. Any future changes in federal and state laws and regulations, as well as the interpretation and implementation of such laws and regulations, could affect us in substantial and unpredictable ways, including those listed above or other ways that could have a material adverse effect on our business, financial condition or results of operations. Monetary policies and regulations of the Federal Reserve could adversely affect our business, financial condition and results of operations. In addition to being affected by general economic conditions, our earnings and growth are affected by the policies of the Federal Reserve. An important function of the Federal Reserve is to regulate the money supply and credit conditions. Among the instruments used by the Federal Reserve to implement these objectives are open market purchases and sales of U.S. government securities, adjustments of the discount rate and changes in banks’ reserve requirements against bank deposits. These instruments are used in varying combinations to 23 influence overall economic growth and the distribution of credit, bank loans, investments and deposits. Their use also affects interest rates charged on loans or paid on deposits. The monetary policies and regulations of the Federal Reserve have had a significant effect on the operating results of commercial banks in the past and are expected to continue to do so in the future. The effects of such policies upon our business, financial condition and results of operations cannot be predicted. Our accounting estimates and risk management processes and controls rely on analytical and forecasting techniques and models and assumptions, which may not accurately predict future events. Our accounting policies and methods are fundamental to how we record and report our financial condition and results of operations. Our management must exercise judgment in selecting and applying many of these accounting policies and methods so they comply with GAAP and reflect management’s judgment of the most appropriate manner in which to report our financial condition and results. In some cases, management must select the accounting policy or method to apply from two or more alternatives, any of which may be reasonable under the circumstances, yet which may result in our reporting materially different results than would have been reported under a different alternative. Certain accounting policies are critical to presenting our financial condition and results of operations. They require management to make difficult, subjective or complex judgments about matters that are uncertain. Materially different amounts could be reported under different conditions or using different assumptions or estimates. These critical accounting policies include the allowance for loan and lease losses, fair value methodologies, accounting for business combinations, and loans acquired in business combinations. Because of the uncertainty of estimates involved in these matters, we may be required to significantly increase the ALLL (or the ACL under CECL) or sustain loan losses that are significantly higher than the reserve provided, reduce the carrying value of an asset measured at fair value, or significantly increase liabilities measured at fair value. Any of these could have a material adverse effect on our business, financial condition or results of operations. See “Management's Discussion and Analysis of Financial Condition and Results of Operations.” Our internal controls, disclosure controls, processes and procedures, and corporate governance policies and procedures are based in part on certain assumptions and can provide only reasonable (not absolute) assurances that the objectives of the system are met. Any failure or circumvention of our controls, processes and procedures or failure to comply with regulations related to controls, processes and procedures could necessitate changes in those controls, processes and procedures, which may increase our compliance costs, divert management attention from our business or subject us to regulatory actions and increased regulatory scrutiny. Any of these could have a material adverse effect on our business, financial condition or results of operations. Our deposit insurance premiums could be substantially higher in the future, which could have a material adverse effect on our future earnings. The FDIC insures deposits at FDIC-insured depository institutions, such as the Bank, up to $250,000 per insured depositor category. The amount of a particular institution’s deposit insurance assessment is based on that institution’s risk classification under an FDIC risk-based assessment system. An institution’s risk classification is assigned based on its capital levels and the level of supervisory concern the institution poses to its regulators. As a result of recent FDIC assessment charges, banks are now assessed deposit insurance premiums based on the bank’s average consolidated total assets less the sum of its average tangible equity, and the FDIC has modified certain risk- based adjustments, which increase or decrease a bank’s overall assessment rate. In addition to ordinary assessments described above, the FDIC has the ability to impose special assessments in certain instances. We are generally unable to control the amount of premiums that we are required to pay for FDIC insurance. If there are additional bank or financial institution failures, we may be required to pay higher FDIC premiums than the recent levels. Any future additional assessments, increases or required prepayments in FDIC insurance premiums could reduce our profitability, may limit our ability to pursue certain business opportunities or otherwise negatively impact our operations. We are subject to federal and state fair lending laws, and failure to comply with these laws could lead to material penalties. Federal and state fair lending laws and regulations, such as the Equal Credit Opportunity Act and the Fair Housing Act, impose nondiscriminatory lending requirements on financial institutions. The Department of Justice, the Consumer Financial Protection Bureau and other federal and state agencies are responsible for enforcing these laws and regulations. Private parties may also have the ability to challenge an institution’s performance under fair lending laws in private class action litigation. A successful challenge to our performance under the fair lending laws and regulations could adversely impact our rating under the Community Reinvestment Act and result in a wide variety of sanctions, including the required payment of damages and civil money penalties, injunctive relief, imposition of restrictions on merger and acquisition activity and restrictions on expansion activity, which could negatively impact our reputation, business, financial condition and results of operations. New lines of business, products, product enhancements or services may subject us to additional risks. From time to time, we may implement new lines of business or offer new products, and product enhancements as well as new services within our existing lines of business. There are substantial risks and uncertainties associated with these efforts, particularly in instances 24 in which the markets are not fully developed. In implementing, developing or marketing new lines of business, products, product enhancements or services, we may invest significant time and resources, although we may not assign the appropriate level of resources or expertise necessary to make these new lines of business, products, product enhancements or services successful or to realize their expected benefits. Further, initial timetables for the introduction and development of new lines of business, products, product enhancements or services may not be achieved, and price and profitability targets may not prove feasible. The introduction of such new products requires continued innovative efforts on the part of our management and may require significant time and resources as well as ongoing support and investment. External factors, such as compliance with regulations, competitive alternatives and shifting market preferences, may also affect the ultimate implementation of a new line of business or offerings of new products, product enhancements or services. Furthermore, any new line of business, product, product enhancement or service or system conversion could have a significant impact on the effectiveness of our system of internal controls. Failure to successfully manage these risks in the development and implementation of new lines of business or offerings of new products, product enhancements or services could have a material adverse effect on our business, financial condition or results of operations. We could be subject to changes in tax laws, regulations, and interpretations or challenges to our income tax provision. We compute our income tax provision based on enacted tax rates in the jurisdictions in which we operate. Any change in enacted tax laws, rules or regulatory or judicial interpretations, or any change in the pronouncements relating to accounting for income taxes could adversely affect our effective tax rate, tax payments and results of operations. The taxing authorities in the jurisdictions in which we operate may challenge our tax positions, which could increase our effective tax rate and harm our financial position and results of operations. We are subject to audit and review by U.S. federal and state tax authorities. Any adverse outcome of such a review or audit could have a negative effect on our financial position and results of operations. In addition, deferred tax assets are reported as assets on our balance sheet and represent the decrease in taxes expected to be paid in the future because of net operating losses (“NOLs”) and tax credit carryforwards and because of future reversals of temporary differences in the bases of assets and liabilities as measured by enacted tax laws and their bases as reported in the financial statements. As of December 31, 2019, we had net deferred tax assets of $11.5 million, which included no remaining federal net operating loss carryforward. Realization of deferred tax assets is dependent upon the generation of sufficient future taxable income during the periods in which existing deferred tax assets are expected to become deductible for income tax purposes. Changes in enacted tax laws, such as adoption of a lower income tax rate in any of the jurisdictions in which we operate, could impact our ability to obtain the future tax benefits represented by our deferred tax assets. Our deferred tax asset may be further reduced in the future if estimates of future income or our tax planning strategies do not support the amount of the deferred tax asset. Charges to establish a valuation allowance with respect to our deferred tax asset could have a material adverse effect on our financial condition and results of operations. In addition, the determination of our provision for income taxes and other liabilities requires significant judgment by management. Although we believe that our estimates are reasonable, the ultimate tax outcome may differ from the amounts recorded in our financial statements and could have a material adverse effect on our financial results in the period or periods for which such determination is made. We could become subject to claims and litigation pertaining to our fiduciary responsibility. Some of the services we provide, such as wealth management services through River Street Advisors, LLC, require us to act as fiduciaries for our customers and others. Customers make claims and on occasion take legal action pertaining to our performance of our fiduciary responsibilities. Whether customer claims and legal action related to our performance of our fiduciary responsibilities are founded or unfounded, if such claims and legal action are not resolved in a manner favorable to us, they may result in significant financial liability and/or adversely affect the market perception of us and our products and services as well as impact customer demand for those products and services. Any financial liability or reputational damage could have a material adverse effect on our business, which, in turn, could have a material adverse impact on our financial condition and results of operations. Our trust and wealth management business may be negatively impacted by changes in economic and market conditions and clients may seek legal remedies for investment performance. Our trust and wealth management business may be negatively impacted by changes in general economic and market conditions because the performance of this businesses is directly affected by conditions in the financial and securities markets. The financial markets and businesses operating in the securities industry are highly volatile (meaning that performance results can vary greatly within short periods of time) and are directly affected by, among other factors, domestic and foreign economic conditions and general trends in business and finance, and by the threat, as well as the occurrence of global conflicts, all of which are beyond our control. We cannot assure you that broad market performance will be favorable in the future. Declines in the financial markets or a lack of sustained growth may result in a decline in the performance of our wealth management business and may adversely affect the market value and performance of the investment securities that we manage, which could lead to reductions in our wealth management fees, because they are based primarily on the market value of the securities we manage, and could lead some of our clients to reduce their assets under management by us or seek legal remedies for investment performance. If any of these events occur, the financial performance of our wealth management business could be materially and adversely affected. 25 We depend on our executive officers and other key employees, and our ability to attract additional key personnel, to continue the implementation of our long-term business strategy, and we could be harmed by the unexpected loss of their services. We believe that our continued growth and future success will depend in large part on the skills of our executive officers and other key employees and our ability to motivate and retain these individuals, as well as our ability to attract, motivate and retain highly qualified senior and middle management and other skilled employees. Our business is primarily relationship-driven in that many of our key personnel have extensive customer or asset management relationships. Loss of key personnel with such relationships may lead to the loss of business if the customers were to follow that employee to a competitor or if asset management expertise was not replaced in a timely manner. Competition for employees is intense, and the process of locating key personnel with the combination of skills and attributes required to execute our business strategy may be lengthy. We may not be successful in retaining key personnel, and the unexpected loss of services of one or more of our key personnel could have a material adverse effect on our business because of their skill, knowledge of our primary markets, years of industry experience and the difficulty of promptly finding qualified replacement personnel. If the services of any of our key personnel should become unavailable for any reason, we may not be able to identify and hire qualified persons on terms acceptable to the Company, or at all, which could have a material adverse effect on our business, financial condition, results of operation and future prospects. If we are unable to offer our key management personnel long-term incentive compensation, including options, restricted stock, and restricted stock units, as part of their total compensation package, we may have difficulty retaining such personnel, which would adversely affect our operations and financial performance. We have historically granted equity awards, including restricted stock units and stock options, to key management personnel as part of a competitive compensation package. Our ability to grant equity compensation awards as a part of our total compensation package has been vital to attracting, retaining and aligning stockholder interest with a talented management team in a highly competitive marketplace. In the future, we may seek stockholder approval to adopt new equity compensation plans so that we may issue additional equity awards to management in order for the equity component of our compensation packages to remain competitive in the industry. Stockholder advisory groups have implemented guidelines and issued voting recommendations related to how much equity companies should be able to grant to employees. These advisors influence certain shareholder votes regarding approval of a company’s request for approval of new equity compensation plans. The factors used to formulate these guidelines and voting recommendations include the volatility of a company’s share price and are influenced by broader macro-economic conditions that can change year to year. The variables used by stockholder advisory groups to formulate equity plan recommendations may limit our ability to obtain approval to adopt new equity plans in the future. If we are limited in our ability to grant equity compensation awards, we would need to explore offering other compelling alternatives to supplement our compensation, including long-term cash compensation plans or significantly increased short-term cash compensation, in order to continue to attract and retain key management personnel. If we used these alternatives to long-term equity awards, our compensation costs could increase and our financial performance could be adversely affected. If we are unable to offer key management personnel long-term incentive compensation, including stock options, restricted stock or restricted stock units, as part of their total compensation package, we may have difficulty attracting and retaining such personnel, which would adversely affect our operations and financial performance. Our information systems may experience an interruption or breach in security and cyber-attacks, all of which could have a material adverse effect on our business. internal and outsourced technologies, communications, and to conduct our We rely heavily on business. Additionally, in the normal course of business, we collect, process and retain sensitive and confidential information regarding our customers. As our reliance on technology has increased, so have the potential risks of a technology-related operation interruption (such as disruptions in our customer relationship management, general ledger, deposit, loan, or other systems) or the occurrence of a cyber-attack (such as unauthorized access to our systems). These risks have increased for all financial institutions as new technologies have emerged, including the use of the Internet and the expansion of telecommunications technologies (including mobile devices) to conduct financial and other business transactions, and as the sophistication of organized criminals, perpetrators of fraud, hackers, terrorists and others have increased. information systems In addition to cyber-attacks or other security breaches involving the theft of sensitive and confidential information, hackers recently have engaged in attacks against large financial institutions, particularly denial of service attacks that are designed to disrupt key business services, such as customer-facing web sites. We operate in an industry where otherwise effective preventive measures against security breaches become vulnerable as breach strategies change frequently and cyber-attacks can originate from a wide variety of sources. It is possible that a cyber incident, such as a security breach, may be undetected for a period of time. However, applying guidance from the Federal Financial Institutions Examination Council, we have identified security risks and employ risk mitigation controls. Following a layered security approach, we have analyzed and will continue to analyze security related to device specific considerations, user access topics, transaction-processing and network integrity. We expect that we will spend additional time and will incur additional costs going forward to modify and enhance protective measures and that effort and spending will continue to be required to investigate and remediate any information security vulnerabilities. 26 We also face risks related to cyber-attacks and other security breaches in connection with credit card and debit card transactions that typically involve the transmission of sensitive information regarding our customers through various third parties, including merchant- acquiring banks, payment processors, payment card networks and their processors. Some of these parties have in the past been the target of security breaches and cyber-attacks. Because these third parties and related environments such as the point-of-sale are not under our direct control, future security breaches or cyber-attacks affecting any of these third parties could impact us and in some cases we may have exposure and suffer losses for breaches or attacks. We offer our customers protection against fraud and attendant losses for unauthorized use of debit cards in order to stay competitive in the market place. Offering such protection exposes us to potential losses which, in the event of a data breach at one or more retailers of considerable magnitude, may adversely affect our business, financial condition, and results of operation. Further cyber-attacks or other breaches in the future, whether affecting us or others, could intensify consumer concern and regulatory focus and result in reduced use of payment cards and increased costs, all of which could have a material adverse effect on our business. To the extent we are involved in any future cyber-attacks or other breaches, our reputation could be affected which may have a material adverse effect on our business, financial condition or results of operations. We depend on outside third parties for the processing and handling of our records and data. We rely on software developed by third party vendors to process various Company transactions. In some cases, we have contracted with third parties to run their proprietary software on our behalf at a location under the control of the third party. These systems include, but are not limited to, core data processing, payroll, wealth management record keeping, and securities portfolio management. While we perform a review of controls instituted by the vendor over these programs in accordance with industry standards and institute our own user controls, we must rely on the continued maintenance of the performance controls by these outside parties, including safeguards over the security of customer data. In addition, we create backup copies of key processing output daily in the event of a failure on the part of any of these systems. Nonetheless, we may incur a temporary disruption in our ability to conduct our business or process our transactions, or incur damage to our reputation if a third party vendor fails to adequately maintain internal controls or institute necessary changes to systems. A disruption or breach of security may ultimately have a material adverse effect on our financial condition and results of operations. Our use of third party vendors and our other ongoing third party business relationships are subject to increasing regulatory requirements and attention. We regularly use third party vendors as part of our business. We also have substantial ongoing business relationships with other third parties. These types of third party relationships are subject to increasingly demanding regulatory requirements and attention by our federal bank regulators. Recent regulation requires us to enhance our due diligence, ongoing monitoring and control over our third party vendors and other ongoing third party business relationships. We expect that our regulators will hold us responsible for deficiencies in our oversight and control of our third party relationships and in the performance of the parties with which we have these relationships. As a result, if our regulators conclude that we have not exercised adequate oversight and control over our third party vendors or other ongoing third party business relationships or that such third parties have not performed appropriately, we could be subject to enforcement actions, including civil money penalties or other administrative or judicial penalties or fines as well as requirements for customer remediation, any of which could have a material adverse effect our business, financial condition or results of operations. 27 We are at risk of increased losses from fraud. Criminals committing fraud increasingly are using more sophisticated techniques and in some cases are part of larger criminal rings, which allow them to be more effective. The fraudulent activity has taken many forms, ranging from check fraud, mechanical devices attached to ATMs, social engineering and phishing attacks to obtain personal information or impersonation of our clients through the use of falsified or stolen credentials. Additionally, an individual or business entity may properly identify themselves, particularly when banking online, yet seek to establish a business relationship for the purpose of perpetrating fraud. Further, in addition to fraud committed against us, we may suffer losses as a result of fraudulent activity committed against third parties. Increased deployment of technologies, such as chip card technology, defray and reduce aspects of fraud; however, criminals are turning to other sources to steal personally identifiable information, such as unaffiliated healthcare providers and government entities, in order to impersonate the consumer to commit fraud. Many of these data compromises are widely reported in the media. Further, as a result of the increased sophistication of fraud activity, we have increased our spending on systems and controls to detect and prevent fraud. This will result in continued ongoing investments in the future. We are defendants in a variety of litigation and other actions. Currently, there are certain other legal proceedings pending against the Company and our subsidiaries in the ordinary course of business. While the outcome of any legal proceeding is inherently uncertain, based on information currently available, the Company’s management believes that any liabilities arising from pending legal matters would not have a material adverse effect on us or our consolidated financial statements. However, if actual results differ from management’s expectations, it could have a material adverse effect on our financial condition, results of operations, or cash flows. From time to time we are, or may become, involved in suits, legal proceedings, information-gatherings, investigations and proceedings by governmental and self-regulatory agencies that may lead to adverse consequences. Many aspects of the banking business involve a substantial risk of legal liability. From time to time, we are, or may become, the subject of information-gathering requests, reviews, investigations and proceedings, and other forms of regulatory inquiry, including by bank regulatory agencies, self-regulatory agencies, the SEC and law enforcement authorities. The results of such proceedings could lead to significant civil or criminal penalties, including monetary penalties, damages, adverse judgements, settlements, fines, injunctions, restrictions on the way we conduct our business or reputational harm. 28 Risks Associated with the Company’s Common Stock Our future ability to pay dividends is subject to restrictions. We currently conduct substantially all of our operations through our subsidiaries, and a significant part of our income is attributable to dividends from the Bank. We principally rely on the profitability of the Bank to conduct operations and satisfy obligations. As is the case with all financial institutions, the profitability of the Bank is subject to the fluctuating cost and availability of money, changes in interest rates, and in economic conditions in general. Holders of our common stock are only entitled to receive such cash dividends as our board of directors may declare out of funds legally available for such payments. Any declaration and payment of dividends on common stock will depend upon our earnings and financial condition, liquidity and capital requirements, the general economic and regulatory climate, our ability to service any equity or debt obligations senior to the common stock, and other factors deemed relevant by the board of directors. Furthermore, consistent with our business plans, growth initiatives, capital availability, projected liquidity needs, and other factors, we have made, and will continue to make, capital management decisions and policies that could adversely impact the amount of dividends, if any, paid to our stockholders. Although we currently expect to continue to pay quarterly dividends, any future determination relating to our dividend policy will be made by our board of directors and will depend on a number of factors. We are subject to certain restrictions on the payment of cash dividends as a result of banking laws, regulations and policies. Finally, our ability to pay dividends to our stockholders depends on our receipt of dividends from the Bank, which is also subject to restrictions on dividends as a result of banking laws, regulations and policies. See Part II, Item 5.“Dividend Policy.” The trading volumes in our common stock may not provide adequate liquidity for investors. Shares of our common stock are listed on the NASDAQ Global Select Market; however, the average daily trading volume in our common stock is less than that of most larger financial services companies. A public trading market having the desired characteristics of depth, liquidity and orderliness depends on the presence in the marketplace of a sufficient number of willing buyers and sellers of the common stock at any given time. This presence depends on the individual decisions of investors and general economic and market conditions over which we have no control. Given the current daily average trading volume of our common stock, significant sales of our common stock in a brief period of time, or the expectation of these sales, could cause a significant decline in the price of our common stock. The trading price of our common stock may be subject to continued significant fluctuations and volatility. The market price of our common stock could be subject to significant fluctuations due to, among other things: • actual or anticipated quarterly fluctuations in our operating and financial results, particularly if such results vary from the expectations of management, securities analysts and investors, including with respect to further loan and lease losses we may incur; announcements regarding significant transactions in which we may engage; • • market assessments regarding such transactions; • • • • • changes or perceived changes in our operations or business prospects; legislative or regulatory changes affecting our industry generally or our businesses and operations; a weakening of general market and economic conditions, particularly with respect to economic conditions in Illinois; the operating and share price performance of companies that investors consider to be comparable to us; future offerings by us of debt, preferred stock or trust preferred securities, each of which would be senior to our common stock upon liquidation and for purposes of dividend distributions; actions of our current stockholders, including future sales of common stock by existing stockholders and our directors and executive officers; and other changes in U.S. or global financial markets, economies and market conditions, such as interest or foreign exchange rates, stock, commodity, credit or asset valuations or volatility. • • As a result, the market price of our common stock may continue to be subject to similar market fluctuations that may or may not be related to our operating performance or prospects. Increased volatility could result in a decline in the market price of our common stock. Shares of our common stock are subject to dilution, which could cause our common stock price to decline. We are generally not restricted from issuing additional shares of our common stock up to the number of shares authorized in our Certificate of Incorporation. We may issue additional shares of our common stock (or securities convertible into common stock) in the future for a number of reasons, including to finance our operations and business strategy (including mergers and acquisitions), to adjust our ratio of debt to equity, to address regulatory capital concerns, or to satisfy our obligations upon the exercise of outstanding options. We may issue equity securities in transactions that generate cash proceeds, transactions that free up regulatory capital but do not immediately 29 generate or preserve substantial amounts of cash, and transactions that generate regulatory or balance sheet capital only and do not generate or preserve cash. If we choose to raise capital by selling shares of our common stock or securities convertible into common stock for any reason, the issuance would have a dilutive effect on the holders of our common stock and could have a material negative effect on the market price of our common stock. Certain banking laws and our governing documents may have an anti-takeover effect. Certain federal banking laws, including regulatory approval requirements, could make it more difficult for a third party to acquire us, even if doing so would be perceived to be beneficial to our stockholders. In addition, we have a classified board of directors, and our Certificate of Incorporation requires the approval of certain business combinations by at least 75% of our outstanding shares of common stock. The combination of these laws, the board structure and the business combination provision in our Certificate of Incorporation may inhibit certain business combinations, including a non-negotiated merger or other business combination, which, in turn, could adversely affect the market price of our common stock. Item 1B. Unresolved Staff Comments None. Item 2. Properties We conduct our business primarily at 29 banking locations in various communities throughout the greater western and southern Chicago metropolitan area. The principal business office of the Company is located at 37 South River Street, Aurora, Illinois. We own 26 of our properties and lease three of our locations. Our three leased locations are under agreement through March 31, 2020, March 1, 2022, and June 30, 2030. We believe that all of our properties and equipment are well maintained, in good operating condition and adequate for all of our present and anticipated needs. Item 3. Legal Proceedings The Company and its subsidiaries have, from time to time, collection suits and other actions that arise in the ordinary course of business against its borrowers and are defendants in legal actions arising from normal business activities. Management, after consultation with legal counsel, believes that the ultimate liabilities, if any, resulting from these actions will not have a material adverse effect on the financial position of the Bank or on the consolidated financial position of the Company. Item 4. Mine Safety Disclosures Not applicable. PART II Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities Market for the Company’s Common Stock Our common stock trades on the NASDAQ Global Select Market under the symbol “OSBC.” As of December 31, 2019, we had 833 stockholders of record for our common stock. The following table sets forth the high and low trading prices of our common stock on the NASDAQ Global Select Market, and information about declared dividends during each quarter for 2019 and 2018. First quarter Second quarter Third quarter Fourth quarter Dividend Policy 2019 2018 High Low Dividend High Low Dividend $ 14.80 13.64 13.60 13.77 $ 12.01 11.43 11.24 11.72 $ 0.01 0.01 0.01 0.01 $ 15.00 15.60 16.30 15.61 $ 13.10 13.45 14.35 11.32 $ 0.01 0.01 0.01 0.01 The Company’s stockholders are entitled to receive dividends when, as and if declared by the board of directors out of funds legally available therefor. The Company’s ability to pay dividends to stockholders is largely dependent upon the dividends it receives from the Bank; however, certain regulatory restrictions and the terms of its debt and equity securities, limit the amount of cash dividends it may pay. See “Supervision and Regulation—Regulation and Supervision of the Bank.” Although we currently expect to continue to pay quarterly dividends, any future determination relating to our dividend policy will be made by our board of directors and will depend on a number of factors, including: (1) our historic and projected financial condition, 30 liquidity and results of operations, (2) our capital levels and needs, (3) tax considerations, (4) any acquisitions or potential acquisitions that we may examine, (5) statutory and regulatory prohibitions and other limitations, (6) the terms of any credit agreements or other borrowing arrangements that restrict our ability to pay cash dividends, (7) general economic conditions and (8) other factors deemed relevant by our board of directors. We are not obligated to pay dividends on our common stock and are subject to restrictions on paying dividends on our common stock. As a Delaware corporation, we are subject to certain restrictions on dividends under the DGCL. Generally, a Delaware corporation may only pay dividends either out of surplus or out of the current or the immediately preceding year’s net profits. Surplus is defined as the excess, if any, at any given time, of the total assets of a corporation over its total liabilities and statutory capital. The value of a corporation’s assets can be measured in a number of ways and may not necessarily equal their book value. In addition, we are subject to certain restrictions on the payment of cash dividends as a result of banking laws, regulations and policies. See “Supervision and Regulation—Regulation and Supervision of the Company.” Stock Repurchases In September 2019, our board of directors authorized the repurchase of up to 1,494,826 shares of our common stock (the “Repurchase Program”). Repurchases by us under the Repurchase Program may be made from time to time through open market purchases, trading plans established in accordance with SEC rules, privately negotiated transactions, or by other means. The actual means and timing of any repurchases, quantity of purchased shares and prices will be, subject to certain limitations, at the discretion of management and will depend on a number of factors, including, without limitation, market prices of our common stock, general market and economic conditions, and applicable legal and regulatory requirements. Repurchases under the Repurchase Program may be initiated, discontinued, suspended or restarted at any time; provided that repurchases under the Repurchase Program after September 19, 2020 would require Federal Reserve non-objection or approval. We are not obligated to repurchase any shares under the Repurchase Program. Total Number of Shares Purchased Average Price Paid per Share Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs — $ — — — $ — — — — — — — — Maximum Number of Shares that May Yet Be Purchased Under the Plans or Programs 1,494,826 1,494,826 1,494,826 1,494,826 (Dollars in thousands, except for per share amounts) October 1, 2019 - October 31, 2019 November 1, 2019 - November 30, 2019 December 1, 2019 - December 31, 2019 Total Recent Sales of Unregistered Securities None. Form 10-K and Other Information Transfer Agent/Stockholder Services Inquiries related to stockholders records, stock transfers, changes of ownership, change of address and dividend payments should be sent to the transfer agent at the following address: Old Second Bancorp, Inc. c/o Shirley Cantrell, Shareholder Relations Department 37 South River Street Aurora, Illinois 60507 (630) 906-2303 scantrell@oldsecond.com 31 Stockholder Return Performance Graph. The following graph indicates, for the period commencing December 31, 2014, and ending December 31, 2019, a comparison of cumulative total returns for the Company, S&P 500 and the SNL U.S. Bank NASDAQ. The information assumes that $100 was invested at the closing price at December 31, 2014, in the common stock of the Company and each index and that all dividends were reinvested. Index Old Second Bancorp, Inc. S&P 500 SNL U.S. Bank NASDAQ Period Ending 12/31/2014 12/31/2015 12/31/2016 12/31/2017 12/31/2018 12/31/2019 100.00 100.00 100.00 146.00 101.38 107.95 206.59 113.51 149.68 256.06 138.29 157.58 244.55 132.23 132.82 254.17 173.86 166.75 32 Item 6. Selected Financial Data Balance sheet items at year-end Total assets Total earning assets Average assets Loans, gross Allowance for loan and lease losses Deposits Securities sold under agreement to repurchase Other short-term borrowings Junior subordinated debentures Senior notes Subordinated debt Notes payable and other borrowings Stockholders’ equity Results of operations for the year ended Interest and dividend income Interest expense Net interest and dividend income Provision (release) for loan and lease losses Noninterest income Noninterest expense Income before taxes Provision for income taxes Net income Preferred stock dividends and accretion Net income available to common stockholders Performance ratio Return on average total assets Return on average equity Average equity to average assets Dividend payout ratio Per share data Basic earnings Diluted earnings Common book value per share Weighted average diluted shares outstanding Weighted average basic shares outstanding Shares outstanding at year-end Old Second Bancorp, Inc. and Subsidiaries Financial Highlights (Dollars in thousands, except per share data) 2019 2018 2017 2016 2015 $ 2,635,545 2,444,974 2,623,443 1,930,812 19,789 2,126,749 48,693 48,500 57,734 44,270 - 6,673 277,864 $ $ 115,594 18,835 96,759 1,600 35,800 79,102 51,857 12,402 39,455 - 39,455 $ $ $ 2,676,003 2,471,328 2,547,806 1,897,027 19,006 2,116,673 46,632 149,500 57,686 44,158 - 15,379 229,081 107,617 16,678 90,939 1,228 31,353 77,128 43,936 9,924 34,012 - 34,012 $ $ $ 2,383,429 2,191,685 2,318,798 1,617,622 17,461 1,922,925 29,918 115,000 57,639 44,058 - - 200,350 87,505 12,626 74,879 1,800 30,372 69,149 34,302 19,164 15,138 - 15,138 $ $ $ 2,251,188 2,037,012 2,142,748 1,478,809 16,158 1,866,785 25,715 70,000 57,591 43,998 - - 175,210 73,379 9,938 63,441 750 28,574 66,761 24,504 8,820 15,684 - 15,684 $ $ $ 2,077,028 1,862,257 2,065,122 1,133,715 16,223 1,759,086 34,070 15,000 57,543 - 45,000 500 155,929 68,164 9,076 59,088 (4,400) 29,294 68,421 24,361 8,976 15,385 1,873 13,512 1.50 % 1.33 % 15.37 9.78 3.03 16.08 8.30 3.51 0.65 % 7.89 8.28 7.84 0.73 % 9.43 7.76 5.66 0.74 % 8.87 8.40 7.84 $ 1.32 1.30 9.28 30,416,348 29,891,046 29,931,809 $ 1.14 1.12 7.70 30,308,935 29,728,308 29,763,078 $ 0.51 0.50 6.76 30,038,417 29,600,702 29,627,086 $ 0.53 0.53 5.93 29,838,931 29,532,510 29,556,216 $ 0.46 0.46 5.29 29,730,074 29,476,821 29,483,429 Loan quality ratios Allowance for loan and lease losses to total loans at end of the year Provision (release) for loan and lease losses to total loans Net loans charged-off (recovered) to average total loans Nonaccrual loans to total loans at end of the year Nonperforming assets to total assets at end of the year Allowance for loan and lease losses to nonaccrual loans 1.02 % 0.08 % 0.04 % 0.64 % 0.79 % 159.18 % 1.00 % 0.06 % (0.02) % 0.72 % 0.88 % 138.32 % 1.08 % 0.11 % 0.03 % 0.89 % 1.01 % 121.36 % 1.09 % 0.05 % 0.07 % 1.03 % 1.24 % 105.73 % 1.43 % (0.39) % 0.09 % 1.27 % 1.63 % 112.75 % 33  Old Second Bancorp, Inc. Quarterly Financial Information (Dollars in thousands, except per share data, unaudited) Interest income Interest expense Net interest income Loan loss (release) reserve Securities gains, net Income before taxes Net income (loss) Basic earnings (losses) per share Diluted earnings (losses) per share Dividends paid per share 4th $ 27,668 4,479 23,189 150 35 12,453 9,536 0.32 0.31 0.01 2019 3rd $ 29,444 4,664 24,780 550 3,463 16,209 12,173 0.41 0.40 0.01 2nd $ 29,586 4,832 24,754 450 986 12,321 9,278 0.31 0.31 0.01 1st $ 28,896 4,860 24,036 450 27 10,874 8,468 0.28 0.28 0.01 4th $ 29,038 4,698 24,340 500 - 11,565 8,620 0.29 0.28 0.01 2018 3rd $ 28,176 4,436 23,740 - 13 12,843 9,642 0.32 0.32 0.01 2nd $ 27,261 4,019 23,242 1,450 312 8,038 6,261 0.21 0.21 0.01 1st $ 23,142 3,526 19,616 (722) 35 11,489 9,489 0.32 0.31 0.01 Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations The following discussion provides additional information regarding our operations for the twelve-month periods ending December 31, 2019, 2018 and 2017, and financial condition at December 31, 2019 and 2018 and should be read in conjunction with our consolidated financial statements and the related notes. Historical results of operations and the percentage relationships among any amounts included, and any trends that may appear, may not indicate trends in operations or results of operations for any future periods. We have made, and will continue to make, various forward-looking statements with respect to financial and business matters. Comments regarding our business that are not historical facts are considered forward-looking statements that involve inherent risks and uncertainties. Actual results may differ materially from those contained in these forward-looking statements. For additional information regarding our cautionary disclosures, see the “Cautionary Note Regarding Forward-Looking Statements” at the beginning of this annual report. Business overview We provide a wide range of financial services through our 29 banking locations located in Cook, DeKalb, DuPage, Kane, Kendall, LaSalle and Will counties in Illinois. These banking centers offer access to a full range of traditional retail and commercial banking services including treasury management operations as well as fiduciary and wealth management services. We focus our business on establishing and maintaining relationships with our clients while maintaining a commitment to providing for the financial services needs of the communities in which we operate through our retail branch network. We emphasize relationships with individual customers as well as small to medium-sized businesses throughout our market area. Our market area includes a mix of commercial and industrial, real estate, and consumer related lending opportunities, and provides a stable, loyal core deposit base. We also offer extensive wealth management services, which include a registered investment advisory platform in addition to trust administration and trust services related to personal and corporate trusts, including employee benefit plan administration services. Our primary deposit products are checking, NOW, money market, savings, and certificate of deposit accounts, and our primary lending products are commercial mortgages, leases, construction lending, commercial loans, residential mortgages, and consumer loans. Many of our loans are secured by various forms of collateral including real estate, business assets, and consumer property although borrower cash flow is the primary source of repayment at the time of loan origination. The health of the overall real estate industry in our markets continued to improve in 2019. While the precipitous decline in the value of certain real estate assets slowed in the latter part of 2010, continued difficult market conditions through 2015 generated smaller declines in values of real estate and associated asset types. Overall stable market conditions over the past three years are reflected in the financials presented for the reporting period that ended December 31, 2019. On April 20, 2018, we closed on our acquisition of Greater Chicago Financial Corp. (“GCFC”), and its wholly-owned subsidiary, ABC Bank. As a result of this transaction, we acquired $227.6 million of loans, net of fair value adjustments, and $248.5 million of deposits, net of fair value adjustments. The purchase resulted in us increasing our presence in the near west Chicago area and metropolitan Chicago, as four branches were acquired with a retail and commercial client mix of loans and deposits. Financial overview In 2019, we recorded net income of $39.5 million, or $1.30 per fully diluted share, which compares with $34.0 million, or $1.12 per fully diluted share, in 2018, and $15.1 million, or $0.50 per fully diluted share, in 2017. Our basic earnings per share for the periods presented were $1.32 in 2019, $1.14 in 2018, and $0.51 in 2017. Our 2019 net income increased primarily due to the expansion of our net interest 34 margin driven by loans we acquired in 2018 as well as organic loan growth and improved operating leverage. Our 2018 net income was also favorably impacted by expansion in our net interest margin due to our ABC Bank acquisition and rising interest rates, which more than offset the merger and acquisition related costs incurred. Our 2017 net income was negatively impacted by a nonrecurring income tax expense of $9.5 million recorded in the fourth quarter of 2017 due to the “Tax Cuts and Jobs Act,” signed into law in late 2017, which reduced the federal income tax rate and decreased our deferred tax asset. Our 2017 net income was favorably impacted by a nonrecurring income tax credit of $1.6 million recorded in July 2017 due to a State of Illinois tax rate increase, which increased the deferred tax asset by a like amount. In addition, we recorded provision for loan and lease losses in 2019 of $1.6 million, compared to $1.2 million in 2018 and $1.8 million in 2017. Net loan charge-offs were $817,000 in 2019, compared to net loan recoveries of $317,000 in 2018, and net loan charge-offs of $497,000 in 2017. Net interest and dividend income increased $5.8 million, or 6.4%, for 2019 compared to 2018. Average loans, including loans held-for- sale, increased $118.9 million, or 6.7%, in 2019 compared to 2018. We had organic loan growth in our commercial, leases, and commercial real estate loan portfolios in 2019 compared to 2018. Average interest bearing deposits decreased $17.1 million, or 1.2%, for 2019 compared to 2018, while average deposit rates increased 12 basis points. The increase in rates was primarily due to the rising interest rate environment through the first half of 2019, which impacted all interest-bearing deposit categories. Average noninterest bearing deposits increased by $41.6 million, or 6.8%, from 2018 to 2019, as a result of commercial demand deposit growth which correlated with our commercial, leases, and commercial real estate loan growth. Net interest and dividend income increased $16.1 million, or 21.4%, for 2018, compared to 2017. Average loans, including loans held- for-sale, increased $241.3 million, or 15.7%, in 2018 compared to 2017. The ABC Bank acquisition in the second quarter of 2018 and two select HELOC loan purchases in the first and fourth quarters of 2018 contributed to the full year 2018 average loan growth over 2017 average loans. We also had organic loan growth in all areas of our loan portfolios in 2018 compared to 2017. Average interest bearing deposits increased $123.1 million, or 9.1%, while average rates increased 16 basis points. This increase in rates was primarily due to the rising interest rate environment in 2018, impacting interest rates on all interest-bearing deposit categories. Average noninterest bearing deposits increased by $61.0 million, or 11.1%, from 2017 to 2018, a result of commercial demand deposit growth which correlated with our commercial, construction and commercial real estate loan growth. In 2018 and 2019, we continued to reposition our balance sheet to provide appropriate funding for loan growth and branch acquisition needs, to further reduce asset quality risk, and grow deposits organically as a less expensive funding source. In 2019, our available-for- sale securities portfolio decreased $56.6 million, compared to year end 2018, primarily from sales in the third quarter of 2019 due to interest rate reductions and the tightening of credit spreads, which resulted in a $1.2 million decrease to interest income for 2019 compared to 2018. The securities portfolio composition did not change materially in 2018 compared to 2017, and higher yields on our securities resulted in a $1.8 million increase to interest income for 2018 compared to 2017. In 2017, we repositioned our available-for sale securities portfolio into higher-yielding state and political subdivisions from mortgage-backed securities (“MBS”) and collateralized mortgage obligations (“CMOs”) as market conditions made securities issued by federal agencies less attractive. Market conditions also increased the value of our collateralized loan obligations (“CLOs”), which led many holdings to be called during 2017 and reduced the size of the CLO portfolio significantly. Net securities gains of $4.5 million were recorded in 2019, compared to $360,000 in 2018, and $474,000 in 2017, related to sales and calls during those years. Average interest bearing liabilities decreased to $1.69 billion in 2019 from $1.71 billion in 2018, as funding needs in 2019 were also met by an increase in average noninterest bearing deposits year over year. Management also continued to emphasize credit quality and maintained our capital ratios with continued strong liquidity. In 2019, we experienced loan growth of $33.8 million, or 1.8%, over 2018. The growth was driven by an active commercial lending team in new and existing markets, and the continued development of a lease lending team. Asset quality levels have remained steady over the last few years in comparison to total loans, as nonperforming assets, excluding PCI loans (which we do not consider to be nonperforming assets), decreased to $20.9 million for 2019, compared to $23.5 million for 2018 and $24.0 million for 2017. We also continued to take steps to reduce operating expenses and increase net income. A decline in other real estate owned holdings resulted in a minimal increase of $27,000 in net other real estate owned expenses for 2019 compared to 2018, and a decline of $1.8 million in 2018 compared to 2017. As we focused on reducing all noninterest expenses, we were able to maintain our profitable wealth management business and secondary residential real estate originations and sales as important sources of noninterest income. Critical accounting policies Our consolidated financial statements are prepared based on the application of accounting policies in accordance with generally accepted accounting principles (“GAAP”) and follow general practices within the banking industry. These policies require the reliance on estimates, assumptions and judgements, which may prove inaccurate or are subject to variations. Changes in underlying factors, estimates, assumptions or judgements could have a material impact on our future financial condition and results of operations. Certain policies inherently have a greater reliance on the use of estimates, assumptions and judgments and, as such, have a greater possibility of producing results that could be materially different than originally reported. We have identified the determination of the allowance for loan and lease losses, fair value methodologies, accounting for business combinations and accounting for loans acquired in a business combination to be the accounting areas that require the most subjective or complex judgments and, as such, could be most subject to revision as new or additional information becomes available or circumstances change, including overall changes in the 35 economic climate and/or market interest rates. Therefore, we consider these policies, discussed below, to be critical accounting estimates and discuss them directly with the Audit Committee of our board of directors. Significant accounting policies are presented in Note 1 of the financial statements included in this annual report. These policies, along with the disclosures presented in the other financial statement notes and in this discussion, provide information on how significant assets and liabilities are valued in the financial statements and how those values are determined. Recent accounting pronouncements and standards that have impacted or could potentially affect us are also discussed in Note 1 of the consolidated financial statements. Allowance for loan and lease losses The allowance for loan and lease losses (“ALLL”) represents management’s estimate of probable credit losses inherent in the loan and lease portfolio. Determination of the ALLL is inherently subjective since it requires significant estimates and management judgment, including the amounts and timing of expected future cash flows on impaired loans, estimated losses on pools of homogeneous loans based on a migration analysis that uses historical loss experience, consideration of current economic trends, portfolio growth and concentration risk, management and staffing changes, and other credit market factors. The ALLL methodology consists of (i) specific reserves established for probable losses on individual loans or leases for which the recorded investment in the loan or lease exceeds the present value of expected future cash flows or the net realizable value of the underlying collateral, if collateral dependent, (ii) an allowance based on an analysis that uses historical credit loss experience for each loan or lease category, and (iii) the impact of other internal and external qualitative and credit market factors as assessed by management through detailed review of loans, allowance analysis and credit discussions. The ALLL is a valuation allowance for losses, increased by the provision for loan and lease losses and decreased by both loan loss reserve releases and charge-offs less recoveries. Management estimates the allowance balance required using an assessment of various risk factors including, but not limited to, past loan loss experience, known and inherent risks in the portfolio, information about specific borrower situations, estimated collateral values, volume trends in delinquencies, nonaccruals, economic conditions, and other credit market considerations. Allocations of the allowance may be made for specific loans or leases, but the entire allowance is available for losses inherent in the loan and lease portfolio. Management incorporated methodology changes in the ALLL calculation in 2017, 2018 and 2019 to further refine the process. These methodology changes are described in the “Allowance for Loan and Lease Losses” section of this “Management Discussion and Analysis of Financial Condition and Results of Operations.” As a result of management’s analysis of the adequacy of the ALLL, a loan and lease loss provision was recorded in 2019, 2018 and 2017. A loan is considered impaired when it is probable that not all contractual principal or interest due will be received according to the original terms of the loan agreement. Management defines the measured value of an impaired loan based upon the present value of the future cash flows, discounted at the loan’s original effective interest rate, or the fair value reflecting costs to sell the underlying collateral, if the loan is collateral dependent. Impaired loans were $18.0 million at December 31, 2019, $20.4 million at December 31, 2018, and $20.1 million at December 31, 2017. In addition, a discussion of the factors driving changes in the amount of the ALLL is included in the “Allowances for Loan and Lease Losses” section that follows. Fair Value The use of fair values is required in determining the carrying values of certain assets and liabilities, as well as for specific disclosures. Fair value is an estimate of the exchange price that would be received to sell an asset or paid to transfer a liability in the principal or most advantageous market for the asset or liability in an orderly transaction (i.e., not a forced transaction, such as a liquidation or distressed sale) between market participants at the measurement date and is based on the assumptions market participants would use when pricing an asset or liability. In determining the fair value of financial instruments, market prices of the same or similar instruments are used whenever such prices are available. If observable market prices are unavailable or impracticable to obtain, we are required to make judgments about assumptions market participants would use in estimating the fair value of the financial instrument. Fair value is estimated using modeling techniques and incorporates assumptions about interest rates, duration, prepayment speeds, risks inherent in a particular valuation technique and the risk of nonperformance. These assumptions are inherently subjective as they require material estimates, all of which may be susceptible to significant change. In 2018, we adopted ASU 2016-01, which, among other topics addressed, required business entities to use the exit price notion, as defined in ASC 820, for the measurement of the fair value of financial instruments. Adoption of this standard resulted in our use of an exit price rather than an entrance price to determine the fair value of loans and deposits not already measured at fair value on a non-recurring basis in the consolidated balance sheet disclosures; see Note 19 “Fair Value of Financial Instruments” for further information regarding the valuation processes. Note 18, “Fair Value Measurements,” to the consolidated financial statements includes information about the extent to which fair value is used to measure assets and liabilities and the valuation methodologies and key inputs used. 36 Accounting for Business Combinations We account for transactions that meet the definition of a purchase business combination by recording the assets acquired and liabilities assumed at their fair value on the acquisition date. Determining the fair value of assets acquired, including identified intangible assets, and liabilities assumed often involves estimates based on third-party valuations, such as appraisals, or internal valuations based on discounted cash flow analysis or other valuation techniques that may include estimates of attrition, inflation, asset growth rates, discount rates, multiples of earnings or other relevant factors. In addition, the determination of the useful lives over which an intangible asset will be amortized is subjective. If the fair value of the assets acquired exceeds the purchase price plus the fair value of the liabilities assumed, a bargain purchase gain is recognized. Conversely, if the purchase price plus the fair value of the liabilities assumed exceeds the fair value of the assets acquired, goodwill is recognized. Loans Acquired in Business Combinations We record purchased loans at fair value at the date of acquisition based on a discounted cash flow methodology that considers various factors, including the type of loan and related collateral, classification status, whether the loan has a fixed or variable interest rate, its term and whether or not the loan was amortizing, and our assessment of risk inherent in the cash flow estimates. These cash flow evaluations are inherently subjective as they require material estimates, all of which may be susceptible to significant change. Purchased loans are segregated into two categories upon purchase: (1) loans purchased without evidence of deteriorated credit quality since origination, referred to as purchased non-credit impaired (“non-PCI”) loans, and (2) loans purchased with evidence of deteriorated credit quality since origination for which it is probable that all contractually required payments will not be collected, referred to as purchased credit impaired (“PCI”) loans. We account for and evaluate PCI loans for impairment in accordance with the provisions of ASC 310-30. We estimate the cash flows expected to be collected on purchased loans based upon the expected remaining life of the loans, which includes the effects of estimated prepayments. Cash flow evaluations are inherently subjective as they require material estimates, all of which may be susceptible to significant change. We will perform re-estimations of cash flows on our PCI loan portfolio on a quarterly basis. Any decline in expected cash flows as a result of these re-estimations, due in any part to a change in credit, is deemed credit impairment, and recorded as provision for loan and lease losses during the period. Any decline in expected cash flows due only to changes in expected timing of cash flows is recognized prospectively as a decrease in yield on the loan and any improvement in expected cash flows, once any previously recorded impairment is recaptured, is recognized prospectively as an adjustment to the yield on the loan. Non-PCI loans outside the scope of ASC 310-30 are accounted for under ASC 310-20. For non-PCI loans, credit discounts representing the principal losses expected over the life of the loan are a component of the initial fair value and the discount is accreted to interest income over the life of the loan. Subsequent to the purchase date, the method used to evaluate the sufficiency of the credit discount is similar to organic loans, and if necessary, additional reserves are recognized in the allowance for loan and lease losses. Non-GAAP Financial Measures This annual report contains references to financial measures that are not defined in GAAP. Such non-GAAP financial measures include the presentation of net interest income and net interest income to interest earning assets on a tax equivalent (“TE”) basis and our tangible common equity to tangible assets ratio. Management believes that the presentation of these non-GAAP financial measures (a) provides important supplemental information that contributes to a proper understanding of our operating performance, (b) enables a more complete understanding of factor and trends affecting our business, and (c) allows investors to evaluate our performance in a manner similar to management, the financial services industry, bank stock analysts, and bank regulators. Management uses non-GAAP measures as follows: in the preparation of our operating budgets, monthly financial performance reporting, and in our presentation to investors of our performance. However, we acknowledge that these non-GAAP financial measures have a number of limitations. Limitations associated with non-GAAP financial measures include the risk that persons might disagree as to the appropriateness of items comprising these measures and that different companies might calculate these measures differently. These disclosures should not be considered an alternative to our GAAP results. A reconciliation of non-GAAP financial measures to the most directly comparable GAAP financial measures is presented below or alongside the first instance where each non-GAAP financial measure is used. Results of operations Net interest income Net interest income, which is our primary source of earnings, is the difference between interest income earned on interest-earning assets, such as loans and investment securities, as well as accretion income on purchased loans, and interest incurred on interest-bearing liabilities, such as deposits and borrowings. Net interest income depends upon the relative mix of interest-earning assets and interest- bearing liabilities, the ratio of interest-earning assets to total assets and of interest-bearing liabilities to total funding sources, and movements in market interest rates. Our net interest income can be significantly influenced by a variety of factors, including overall loan demand, economic conditions, credit risk, the amount of nonearning assets including nonperforming loans and PCI loans, the amounts of and rates at which assets and liabilities reprice, variances in prepayment of loans and securities, early withdrawal of deposits, exercise of call options on borrowings or securities, a general rise or decline in interest rates, changes in the slope of the yield-curve, and balance 37 sheet growth or contraction. Our asset and liability committee (“ALCO”) seeks to manage interest rate risk under a variety of rate environments by structuring our balance sheet and off-balance sheet positions. This process is discussed in more detail in the section entitled “Interest rate risk” in “Quantitative and Qualitative Disclosures about Market Rate Risk.” Our net interest income increased $5.8 million, or 6.4%, to $96.8 million for 2019, from $90.9 million for 2018. The increase in 2019 was primarily driven by a full year impact of our acquisition of ABC Bank, and was partially offset by increases in interest expense. Our net interest margin was 3.98% for the year ended 2019, compared to 3.87% for the year ended 2018, an increase of 11 basis points. Our net interest margin on a taxable equivalent (TE) basis, which is net interest income divided by total interest-earning assets, was 4.06% for the year ended 2019, compared to 3.96% for the year ended 2018, an increase of ten basis points. The growth in our net interest margin was due to higher loan volumes in 2019, coupled with $2.1 million of discount accretion on loans acquired in our ABC Bank acquisition in 2018 and Talmer branch purchase in late 2016. The increase in interest expense in 2019 compared to 2018 was due primarily to higher rates paid on all interest bearing deposits, as well as additional short-term funding needs, which increased due to our loan growth and was financed by FHLBC borrowings, which reprice daily. Our net interest income increased $16.1 million, or 21.4%, to $90.9 million for 2018, from $74.9 million for 2017. The increase in interest and dividend income in 2018 was primarily driven by our acquisition of ABC Bank, and was partially offset by increases in interest expense. Our net interest margin on a taxable equivalent basis was 3.78% for the year ended 2018, compared to 3.54% for the year ended 2017, an increase of 33 basis points. Our net interest margin (TE) basis was 3.96% for the year ended 2018, compared to 3.70% for the year ended 2017, an increase of 26 basis points. The growth in our net interest margin was due to higher loan volumes in 2018, coupled with $2.7 million of discount accretion on loans acquired in our ABC Bank acquisition in 2018 and Talmer branch purchase in late 2016, and higher yielding municipal securities held for the full year 2018. The increase in interest expense in 2018 compared to 2017 was due primarily to higher rates paid on time deposits, as well as additional short-term funding needs, which increased due to our loan growth and was financed by FHLBC borrowings, which reprice daily. Our average earning assets increased $81.5 million, or 3.5%, to $2.43 billion in 2019, from $2.35 billion in 2018. The increase was primarily attributable to a full year of average impact of our April 2018 acquisition of ABC Bank, as well as organic commercial, lease financing, and commercial real estate loan growth. Our average earning assets increased $238.2 million, or 11.3%, to $2.35 billion in 2018, from $2.11 billion in 2017. The increase was primarily attributable to our ABC Bank acquisition, organic commercial, lease financing, commercial real estate, and construction loan growth and our purchase of two HELOC portfolios, totaling $41.6 million from a third party. Our average interest bearing liabilities decreased $17.3 million, or 1.0%, from $1.71 billion in 2018 to $1.69 billion in 2019, due primarily to a reduction in average NOW, money market, savings and time deposits, as well as growth in commercial demand deposit accounts commensurate with growth in our commercial loan clients, and a modest increase in short-term borrowings used to fund loan growth. Our average interest bearing liabilities increased $153.7 million, or 9.9%, from $1.56 billion in 2017 to $1.71 billion in 2018, due primarily to the ABC Bank acquisition in the second quarter of 2018, as well as growth in commercial deposit accounts corresponding with growth in commercial loan clients, and an increase in short-term borrowings used to fund loan growth. The following table sets forth certain information relating to our average consolidated balance sheets and reflects the yield on average interest earning assets and cost of average interest bearing liabilities for the years indicated obtained by dividing the related interest by the average balance of assets or liabilities. Average balances are derived from daily balances. 38 Assets Interest earning deposits with financial institutions $ Securities: Taxable Non-taxable (TE)1 Total securities (TE)1 Dividends from FHLBC and FRBC Loans and loans held-for-sale 1 , 2 Total interest earning assets Cash and due from banks Allowance for loan and lease losses Other noninterest bearing assets Total assets Liabilities and Stockholders' Equity NOW accounts Money market accounts Savings accounts Time deposits Interest bearing deposits Securities sold under repurchase agreements Other short-term borrowings Junior subordinated debentures Senior notes Notes payable and other borrowings Total interest bearing liabilities Noninterest bearing deposits Other liabilities Stockholders' equity Total liabilities and stockholders' equity Net interest income (GAAP) Net interest margin (GAAP) Analysis of Average Balances, Tax Equivalent Income / Expense and Rates (Dollars in thousands - unaudited) Average Balance 2019 Income / Rate % Expense Average Balance 2018 Income / Rate Average Balance Expense % 2017 Income / Rate Expense % 21,783 $ 459 2.11 $ 17,540 $ 334 1.90 $ 12,224 $ 134 1.08 253,260 249,976 503,236 10,730 1,897,909 9,256 9,399 18,655 602 97,866 2,433,658 117,582 - - - 34,027 (19,548) 175,306 $ 2,623,443 268,791 3.65 277,555 3.76 546,346 3.71 5.61 9,305 5.16 1,778,996 4.83 - - - 9,577 10,558 20,135 469 88,922 2,352,187 109,860 - - - 34,021 (18,930) 180,528 $ 2,547,806 347,712 3.56 208,142 3.80 555,854 3.69 5.04 8,127 5.00 1,537,742 2,113,947 4.67 33,738 - (16,390) - 187,503 - $ 2,318,798 10,202 9,137 19,339 370 70,950 90,793 - - - 2.93 4.39 3.48 4.55 4.55 4.25 - - - $ 432,028 $ 289,745 308,847 431,377 1,461,997 43,698 73,757 57,710 44,212 12,008 1,693,382 650,400 22,984 256,677 $ 2,623,443 1,386 1,086 488 6,736 9,696 577 1,755 3,724 2,699 384 18,835 - - - 0.32 $ 436,702 $ 0.37 0.16 1.56 0.66 1.32 2.38 6.45 6.10 3.20 1.11 - - - 307,259 291,611 443,520 1,479,092 44,122 71,041 57,663 44,109 14,696 1,710,723 608,762 16,742 211,579 978 843 335 5,829 7,985 462 1,429 3,716 2,688 398 16,678 - - - $ 2,547,806 0.22 $ 425,435 278,826 0.27 261,974 0.11 389,771 1.31 1,356,006 0.54 31,478 1.05 67,959 2.01 57,615 6.44 44,010 6.09 - 2.71 1,557,068 0.97 547,719 - 22,131 - 191,880 - $ 2,318,798 $ 424 349 177 4,227 5,177 17 741 4,002 2,689 - 12,626 - - - $ 96,759 $ 90,939 $ 74,879 3.98 3.87 0.10 0.13 0.07 1.08 0.38 0.05 1.08 6.95 6.11 - 0.81 - - - 3.54 3.70 Net interest income (TE)1 Net interest margin (TE)1 Interest bearing liabilities to earning assets $ 98,747 $ 93,182 $ 78,167 69.58 % 72.73 % 73.66 % 4.06 3.96 1 Tax equivalent basis is calculated using a marginal tax rate of 21% in 2019 and 2018 and 35% in 2017. See the discussion entitled “Non-GAAP Presentations” below and the table on page 40 that provides a reconciliation of each non-GAAP measure to the most comparable GAAP equivalent. 2 Interest income from loans is shown tax equivalent basis, which is a non-GAAP financial measure, discussed below, and includes fees of $1.1 million for both 2019 and 2018, and $2.4 million for 2017, respectively. Nonaccrual loans are included in the above stated average balances. 39 For purposes of discussion, net interest income and net interest income to interest earning assets have been adjusted to a non-GAAP tax equivalent (“TE”) basis to more appropriately compare returns on tax-exempt loans and securities to other earning assets. The table below provides a reconciliation of each non-GAAP (TE) measure to the GAAP equivalent: (Dollars in thousands) Interest income (GAAP) Taxable equivalent adjustment - loans Taxable equivalent adjustment - securities Interest income (TE) Less: interest expense (GAAP) Net interest income (TE) Net interest income (GAAP) Average interest earning assets Net interest income to total interest earning assets (GAAP) Net interest income to total interest earning assets (TE) $ $ $ $ 2019 Effect of Tax Equivalent Adjustment 2018 2017 115,594 14 1,974 117,582 18,835 98,747 96,759 2,433,658 $ $ $ $ 3.98 % 4.06 % 107,617 26 2,217 109,860 16,678 93,182 90,939 2,352,187 $ $ $ $ 3.87 % 3.96 % 87,505 90 3,198 90,793 12,626 78,167 74,879 2,113,947 3.54 % 3.70 % The following table allocates the changes in net interest income to changes in either average balances or average rates for interest earning assets and interest bearing liabilities. Interest income is measured on a tax-equivalent basis using a 21% marginal rate for 2019 and 2018, and a 35% marginal rate for 2017. Interest income not yet received on nonaccrual loans is reversed upon transfer to nonaccrual status; future receipt of interest income is a reduction to principal while in nonaccrual status. Analysis of Year-to-Year Changes in Net Interest Income1 (Dollars in thousands) Interest and dividend income Interest earning deposits Securities: Taxable Tax-exempt Dividends from FHLBC and FRBC Loans and loans held-for-sale Total interest and dividend income Interest expense NOW accounts Money market accounts Savings accounts Time deposits Securities sold under repurchase agreements Other short-term borrowings Junior subordinated debentures Senior notes Notes payable and other borrowings Total interest expense Net interest and dividend income 2019 Compared to 2018 Change Due to Average Balance Average Rate Total Change 2018 Compared to 2017 Change Due to Average Balance Average Rate Total Change $ 87 $ 38 $ 125 $ 73 $ 127 $ 200 (579) (1,038) 76 6,071 4,617 (10) (45) 21 (154) (4) 56 3 6 (1,216) (1,343) 5,960 $ 258 (121) 57 2,873 3,105 418 288 132 1,061 119 270 5 5 1,202 3,500 (395) (321) (1,159) 133 8,944 7,722 (11,252) 2,369 57 11,045 2,292 10,627 (948) 42 6,927 16,775 (625) 1,421 99 17,972 19,067 408 243 153 907 115 326 8 11 (14) 2,157 5,565 $ 12 39 22 632 10 34 3 6 - 758 1,534 542 455 136 970 435 654 (289) (7) 398 3,294 $ 13,481 554 494 158 1,602 445 688 (286) (1) 398 4,052 15,015 $ $ $ 1 The changes in net interest income are created by changes in both interest rates and volumes. In the table above, volume variances are computed using the change in volume multiplied by previous year’s rate. Rate variances are computed using the change in rate multiplied by the previous year’s volume. The change in interest due to both rate and volume has been allocated between factors in proportion to the relationship of absolute dollar amounts of the change in each. Provision for loan and lease losses We recorded a provision for loan and lease losses in 2019 of $1.6 million, compared to $1.2 million in 2018 and $1.8 million in 2017. For additional discussion of the loan and lease loss provision and allowance, see the section below “Allowance for Loan and Lease Losses” in Item 7. Management’s Discussion and Analysis of Financial Condition. 40 Noninterest income (Dollars in thousands) Trust income Service charges on deposits Residential mortgage banking revenue Secondary mortgage fees Mortgage servicing rights mark to market loss Mortgage servicing income Net gain on sales of mortgage loans Total residential mortgage banking revenue Securities gains (losses), net Increase in cash surrender value of BOLI Death benefit realized on bank-owned life insurance Debit card interchange income Gains on disposal and transfer of fixed assets Other income Total noninterest income $ N/M - Not meaningful Noninterest Income for the Twelve Months ending December 31, 2018 2019 2017 $ 6,655 $ 7,715 6,417 $ 7,328 6,203 6,720 Percent Change From 2019-2018 2018-2017 3.4 9.0 3.7 5.3 772 (2,662) 1,881 5,112 5,103 4,511 1,415 872 4,177 32 5,320 35,800 $ 696 (734) 1,939 3,791 5,692 360 984 1,026 4,420 - 5,126 31,353 $ 776 (802) 1,778 4,803 6,555 474 1,432 - 4,200 10 4,778 30,372 10.9 (262.7) (3.0) 34.8 (10.3) N/M 43.8 (15.0) (5.5) 100.0 3.8 14.2 (10.3) 8.5 9.1 (21.1) (13.2) (24.1) (31.3) 100.0 5.2 (100.0) 7.3 3.2 Our total noninterest income increased $4.4 million to $35.8 million in 2019, compared to $31.4 million in 2018. We continued to implement our strategy to grow trust income and service charges on deposits, subject to applicable bank regulations. Trust income increased $238,000 in 2019 from 2018, due primarily to growth in agent fees, IRA management fees, and management emphasis on advisory fee growth. Average assets under management by our wealth management department totaled $1.21 billion for 2019, reflecting growth of $33.0 million, or 2.8%, from $1.18 billion for 2018. Service charges on deposits increased $387,000 in 2019 from 2018 due primarily to growth in commercial demand related account fees, as a result of increases in commercial demand deposit balances commensurate with management’s focus on growing commercial loans. Residential mortgage banking revenue declined $589,000 in 2019 from 2018, due primarily to a rising interest rate environment in the first half of 2019 and the negative impact of the rate changes to mortgage servicing rights, which were partially offset by an increase of $30.8 million in mortgage loans originated for sale in 2019. Security gains, net, of $4.5 million were recorded in 2019, relating to security sales of $191.3 million, compared to security gains, net, of $360,000 in 2018 related to $94.7 million of securities sales in 2018. We recorded a death benefit of $872,000 on bank owned life insurance, or BOLI, in 2019, in addition to the $431,000 increase in cash surrender value of BOLI compared to 2018. Debit card interchange income decreased due to a reversal of $250,000 recorded in 2018 related to an accrual for a debit card rewards program that was discontinued in late 2018. Finally, other income increased $226,000 in 2019 compared to 2018 due to an increase in ATM interchange fees and an incentive recorded related to a new debit card vendor contract. Our total noninterest income increased $981,000, to $31.4 million in 2018, compared to $30.4 million in 2017. Trust income increased $214,000 in 2018 from 2017, due primarily to growth in agent fees, IRA management fees, and management emphasis on advisory fee growth. Average assets under management by our wealth management department totaled $1.18 billion for 2018, reflecting growth of $72.4 million, or 6.5%, from $1.11 billion for 2017. Service charges on deposits increased $608,000 in 2018 from 2017 due primarily to growth in commercial demand related account fees, as a result of increases in commercial demand deposit balances commensurate with management’s focus on growing commercial loans. Residential mortgage banking revenue declined $863,000 in 2018 from 2017, due primarily to a rising interest rate environment and the negative impact of the rate changes to mortgage servicing rights, as well as a reduction of $12.9 million in mortgage loans originated for sale in 2018. Securities gains were $360,000 for 2018, relating to security sales of $94.7 million, compared to security gains, net, of $474,000 in 2017 related primarily to $232.5 million of securities sales in 2017. We recorded a death benefit of $1.0 million on BOLI in 2018, which was partially offset by a reduction in the increase in cash surrender value of BOLI compared to 2017. An increase was reflected in debit card interchange income due to a reversal of $250,000 related to an accrual for a debit card rewards program that was discontinued in late 2018. Finally, other income increased $348,000 in 2018 compared to 2017 due to an increase in ATM transaction fees and miscellaneous recoveries, primarily related to a reversal of property tax accruals taken in prior years on nonperforming loans. 41 Noninterest expense (Dollars in thousands) Salaries Officers incentive Benefits and other Total salaries and employee benefits Occupancy, furniture and equipment Computer and data processing FDIC insurance General bank insurance Amortization of core deposit intangible Advertising expense Debit card interchange expense Legal fees Other real estate owned expense, net Other expense Total noninterest expense N/M - Not meaningful Noninterest Expense for the Twelve Months ending December 31, 2018 2019 2017 $ $ 36,413 $ 3,378 7,078 46,869 8,289 5,631 176 1,002 539 1,225 977 675 423 13,296 79,102 $ 34,031 $ 3,131 6,999 44,161 6,915 6,745 653 1,040 387 1,567 940 835 396 13,489 77,128 $ 31,096 2,637 6,347 40,080 5,951 4,387 658 1,031 96 1,505 1,329 650 2,165 11,297 69,149 Percent Change From 2019-2018 2018-2017 9.4 18.7 10.3 10.2 16.2 53.7 (0.8) 0.9 N/M 4.1 (29.3) 28.5 (81.7) 19.4 11.5 7.0 7.9 1.1 6.1 19.9 (16.5) (73.0) (3.7) 39.3 (21.8) 3.9 (19.2) 6.8 (1.4) 2.6 Our total noninterest expense increased by $2.0 million, or 2.6%, in 2019 compared to 2018. The increase was primarily attributable to a full year of costs related to our acquisition of ABC Bank in the second quarter of 2018, which increased salaries and employee benefits, and occupancy, furniture and equipment expense. In addition to the acquisition-related expense, as part of our strategic plan, we also made significant improvements, repairs and maintenance in 2019 on our various bank locations. Computer and data processing and legal fees decreased in 2019 compared to 2018, as the 2018 expenses included acquisition related costs. FDIC insurance expense decreased $477,000, or 73.0%, in 2019 from 2018 due to assessment credits received in 2019 after the FDIC reached its required reserve ratio; see “Supervision and Regulation Deposit Insurance” for further discussion of these assessment credits. Amortization of core deposit intangibles increased $152,000, or 39.0%, in 2019, reflecting a full year of expense of the ABC Bank acquired deposit premium. Advertising expense decreased in 2019, as we are assessing our marketing strategy and opportunities for future promotion of our 150th anniversary in 2021. Our other real estate owned expenses, net, increased marginally by $27,000 due to continued low levels of other real estate held, and reductions in valuation reserves taken in 2019. Our total noninterest expense increased by $8.0 million, or 11.5%, in 2018 compared to 2017. The increase was primarily attributable to our acquisition of ABC Bank in the second quarter of 2018, which resulted in aggregate merger and acquisition related costs of $3.5 million in 2018. In addition, growth in our employees and branches from the ABC Bank acquisition has contributed to increased salaries and employee benefits and occupancy, furniture and equipment expense in 2018. Total salaries and employee benefits increased 10.2% in 2018 compared to 2017, occupancy, furniture and equipment costs increased 16.2% in 2018 compared to 2017, and computer and data processing costs increased 53.7%, due primarily to the data conversion and contract exit costs related to the acquisition. Our other real estate owned expenses, net, decreased $1.8 million in 2018 compared to 2017, as a result of decreases in maintenance costs due to the reduction in our other real estate owned balances, a decrease in valuation reserves taken in 2018, and an increase in gains on sales of properties held in 2018. Other expense reflected an increase of $2.2 million in 2018 over 2017 primarily due to ABC Bank acquisition-related costs of $582,000, an increase in consulting costs of $300,000 related to third party stress testing, various operational reviews, and preparation for the implementation of CECL, and a loss incurred related to a mortgage escrow reimbursement payable to a loan customer of $240,000. Our number of full-time equivalent employees was 535 as of December 31, 2019, compared to 518 as of December 31, 2018 and 450 as of December 31, 2017. Staffing levels increased in 2019 primarily due to the continued growth of our commercial lending and compliance staff. The increase in staffing levels from 2017 to 2018 of 68 employees was primarily driven by our ABC Bank acquisition. Management continues to be diligent in controlling the hiring of additional personnel, even as positions become open, as we seek to efficiently utilize our current staff and control expenses. 42 Income taxes Our provision for income taxes includes both federal and state income tax expense (benefit). An analysis of the provision for income taxes for the three years ended December 31, 2019, is detailed in Note 12 of the consolidated financial statements and our income tax accounting policies are described in Note 1 to the consolidated financial statements. Our income tax expense totaled $12.4 million for 2019, compared to an income tax expense of $9.9 million for 2018 and $19.2 million for 2017. Income tax expense reflected all relevant statutory tax rates and GAAP accounting. Our effective tax rate was 23.9% for 2019, 22.6% for 2018 and 55.9% for 2017. Any changes in tax rates will be recorded in the period enacted. On December 22, 2017, the Tax Cuts and Jobs Act was signed into law, which resulted in a reduction in the Federal income tax rate from 35% to 21%, thereby decreasing our deferred tax asset by $9.5 million and increasing our income tax expense. In addition, in July 2017, the State of Illinois enacted a tax rate change which resulted in us recording a $1.6 million increase to the deferred tax asset and an income tax credit. On September 2, 2015, the Company and the Bank, as rights agent, entered into a Second Amendment to Amended and Restated Rights Agreement and Tax Benefits Preservation Plan, which amended the Amended and Restated Rights Agreement and Tax Benefits Preservation Plan, dated as of September 12, 2012 (as amended, the “Tax Benefits Plan”). This amendment was submitted and approved by our stockholders at our 2016 annual meeting, which extended the final expiration date of the Tax Benefits Plan from September 12, 2015, to September 12, 2018. The Tax Benefits Plan expired on September 12, 2018, and our board of directors determined not to extend it. The determination of whether we will be able to realize our deferred tax assets is highly subjective and dependent upon judgment concerning management’s evaluation of both positive and negative evidence, including forecasts of future income, available tax planning strategies, and assessments of both current and future economic and business conditions. Management considered both positive and negative evidence regarding our ability to ultimately realize the deferred tax assets, which is largely dependent on our ability to derive benefits based on future taxable income. For all periods presented, management determined that the realization of the deferred tax asset was “more likely than not” as required by GAAP. Financial condition General Our total assets were $2.63 billion at December 31, 2019, a decrease of $40.5 million, or 1.5%, from December 31, 2018. Our loans increased by $33.8 million, or 1.8%, to $1.93 billion for the year ended December 31, 2019, compared to 2018. We experienced organic loan growth in 2019, primarily in our commercial, leases and commercial real estate loan portfolios. Total securities decreased by $56.6 million, or 10.5%, for the year ended December 31, 2019. Our portfolio mix remained static overall, but we were able to benefit from tight credit spreads and executed sales, primarily in the third quarter of 2019 when interest rates started to fall, recording pretax security gains, net, of $4.5 million for 2019. In 2019, management continued to emphasize the stabilization of our balance sheet and credit quality in all lending decisions. We also continued to experience a high level of competition for loans in our target markets. The balance of our other real estate owned decreased to $5.0 million as of December 31, 2019, from $7.2 million as of December 31, 2018. Our total liabilities were $2.36 billion at December 31, 2019, a decrease of $89.2 million, or 3.7%, from December 31, 2018. Total deposits increased by $10.0 million, or 0.5%, to $2.13 billion for the year ended December 31, 2019, compared to $2.12 billion for the year ended December 31, 2018, primarily due to commercial demand deposit growth commensurate with our commercial loan growth. Management continued to fund new lending with deposit growth, short term borrowings from the Federal Home Loan Bank of Chicago (the “FHLBC”), securities sold under repurchase agreements, long-term FHLBC borrowings acquired with the ABC Bank acquisition which are recorded within notes payable and other borrowings, and security sales. At December 31, 2019, total stockholders’ equity was $277.9 million, compared to $229.1 million at December 31, 2018. Investments As shown below, we experienced minimal changes in the overall composition of our securities portfolio from 2017 to 2019. However, the size of the portfolio decreased in 2019 compared to 2018 primarily due to security sales, which generated $191.3 million of proceeds in 2019. 43 (Dollars in thousands) Securities available-for-sale U.S. Treasury U.S. government agencies U.S. government agency mortgage-backed States and political subdivisions Corporate bonds Collateralized mortgage obligations Asset-backed securities Collateralized loan obligations Total securities available-for-sale 2019 2018 2017 Amortized Fair Cost Value % of Amortized Fair Value Cost Total % of Amortized Fair Value Cost Total % of Total $ 4,010 8,502 16,164 240,399 - 57,059 82,114 66,898 $ 475,146 $ 4,036 8,337 16,588 249,175 - 57,984 81,844 66,684 $ 484,648 4,006 0.8 $ 11,112 1.7 14,407 3.4 277,112 51.4 - 0.0 66,494 12.0 108,574 16.9 65,162 13.8 100.0 $ 546,867 $ 3,923 10,951 14,075 274,067 - 64,429 109,514 64,289 $ 541,248 0.7 2.0 2.6 50.6 0.0 11.9 20.3 11.9 100.0 $ 4,002 13,062 12,372 272,240 823 66,892 113,983 54,271 $ 537,645 $ 3,947 13,061 12,214 278,092 833 65,939 112,932 54,421 $ 541,439 0.7 2.4 2.3 51.4 0.1 12.2 20.9 10.0 100.0 Our investment portfolio serves as both an important source of liquidity and as a source of income. Accordingly, the size and composition of the portfolio reflects our liquidity needs, loan demand and interest income objectives. We will adjust the size and composition of the portfolio from time to time. While a significant portion of the portfolio consists of readily marketable securities to address liquidity, other parts of the portfolio may reflect funds invested pending future loan demand or to maximize interest income without undue interest rate risk. Our total securities as of December 31, 2019, reflected a net decrease of $56.6 million, or 10.5%, from December 31, 2018. Security sales were executed in 2019 to take advantage of the tightening credit spreads in the falling interest rate environment, with the reduction occurring primarily in states and political subdivisions, collateralized mortgage obligations (“CMOs”), and asset-backed securities. In addition, net paydowns and calls totaled $41.8 million in 2019, primarily due to the falling interest rate environment. We recorded net securities gains of $4.5 million in 2019 related to sales and calls during the year. Our total securities as of December 31, 2018, reflected a net decrease of $191,000, or 0.04%, from December 31, 2017. Portfolio activity in 2018 was minimal, with the most notable change being the reduction of collateralized loan obligations (“CLOs”) due to call options exercised by select issuers. The stability of the portfolio composition in 2018 reflected the tight credit spreads that persisted through much of 2018, with an associated lack of relative value among investment sectors. We recorded net securities gains of $360,000 in 2018 related to sales and calls during the year. In 2017, market conditions made mortgage-backed securities (“MBS”) and CMOs issued by federal agencies less attractive, while issuances of states and political subdivisions became more attractive. As a result, we liquidated select CMOs, mortgage-backed securities, corporate bonds and asset-backed securities (“ABS”) to allow for portfolio repositioning in favor of high-quality state and municipal securities. We executed purchases totaling $270.2 million in this security type during 2017 due to favorable pricing in the rising interest rate environment. These portfolio increases were more than offset by reductions in holdings of ABS and CMOs; these reductions were comprised of sales of $146.9 million and paydowns of $13.0 million. We recorded net securities gains of $474,000 in 2017 related to sales and calls during the year. Some of our holdings of U.S. government agency MBS and CMOs are issuances of government-sponsored enterprises, such as Fannie Mae and Freddie Mac, which are not backed by the full faith and credit of the U.S. government. Some holdings of MBS and CMOs are issued by Ginnie Mae, which does carry the full faith and credit of the U.S. government. We also hold some MBS and CMOs that were not issued by U.S. government agencies and are typically credit-enhanced via over-collateralization and/or subordination. Holdings of ABS were largely comprised of securities backed by student loans issued under the U.S. Department of Education’s (“DOE”) FFEL program, which generally provides a minimum 97% U.S. DOE guarantee of principal. These ABS securities also have added credit enhancement through over-collateralization and/or subordination. The majority of holdings issued by states and political subdivisions are general obligation or revenue bonds that have S&P or Moody’s ratings of AA- or higher. Other state and political subdivision issuances are unrated and generally consist of smaller investment amounts that involve issuers in our markets. The credit quality of these issuers is monitored and none have been identified as posing a material risk of loss. We also hold collateralized loan obligation (“CLOs”) securities that are generally backed by a pool of debt issued by multiple middle-sized and large businesses. Our CLO S&P or Moody’s ratings distribution consists of 58% rated A, 26% rated AA and 14% rated AAA. CLO credit enhancement is achieved through over- collateralization and/or subordination. The following table presents the expected maturities or call dates and weighted average yield (nontax equivalent) of securities by major category as of December 31, 2019. Securities not due at a single maturity date are shown only in the total column. 44 (Dollars in thousands) Securities available-for-sale U.S. Treasury U.S. government agencies States and political subdivisions Mortgage-backed securities and collateralized mortgage obligations Asset-backed securities Collateralized loan obligations Securities Portfolio Maturity and Yields After One But Within One Year Within Five Years Within Ten Years Amount Yield Amount Yield Amount Yield Amount After Five But After Ten Years Total Yield Amount Yield $ - - - - 510 2.03 % 510 2.03 $ 4,036 1.85 % $ - - 2,375 2.56 6,411 2.11 - - $ - - - $ 8,337 2.80 % - 5,076 3.49 % 5,076 3.49 241,214 3.02 249,551 3.02 4,036 1.85 % 8,337 2.80 249,175 3.03 261,548 3.00 - - - - - - - - - - - - - - - - 81,844 74,572 3.28 2.99 66,684 4.28 Total securities available-for-sale $ 510 2.03 % $ 6,411 2.11 % $ 5,076 3.49 % $ 249,551 3.02 % $ 484,648 3.22 % As of December 31, 2019, net unrealized gains on available-for-sale securities totaled $9.5 million, which offset by deferred income taxes resulted in an overall decrease to equity capital of $6.8 million. As of December 31, 2018, net unrealized losses on available-for-sale securities totaled $5.6 million, which offset by deferred income taxes resulted in an overall increase to equity capital of $4.0 million. At December 31, 2019, there were two issuers of ABS and CMOs where the book value of our holdings were greater than 10% of our stockholders’ equity, as follows: (Dollars in thousands) Issuer GCO Education Loan Funding Corp Towd Point Mortgage Trust December 31, 2019 Fair Value Amortized Cost 27,873 33,551 $ $ 27,470 34,322 We had no securities held-to-maturity in 2019, 2018, or 2017. In the second quarter of 2016, we transferred our portfolio to available- for-sale to allow for portfolio restructuring and to fund loan growth. Due to the transfer to available-for-sale in 2016, we were precluded from holding any securities as held-to-maturity for a two year period after the date of transfer; that two year limitation expired in the second quarter of 2018. Loans The following table presents the composition of the loan portfolio at December 31 for the year indicated: Loan Portfolio (Dollars in thousands) Commercial Leases Real estate - commercial Real estate - construction Real estate - residential HELOC Other1 Total loans, excluding deferred loans costs and PCI loans Net deferred loans costs Total loans, excluding PCI loans PCI loans, net of purchase accounting adjustments Total Loans $ 2019 332,842 119,751 865,599 69,617 396,901 123,457 12,258 % of Total 17.2 $ 6.2 44.8 3.6 20.6 6.4 0.7 $ 2018 314,323 78,806 820,941 108,390 407,068 140,442 14,439 % of Total 16.6 4.2 43.3 5.7 21.5 7.4 0.6 $ 2017 272,851 68,325 750,991 85,162 313,397 112,833 13,383 % of Total 16.9 4.2 46.4 5.3 19.4 7.0 0.8 $ 2016 228,113 55,451 736,247 64,720 276,226 101,625 15,210 % of Total 15.4 3.7 49.8 4.4 18.7 6.9 1.0 2015 115,603 25,712 605,721 19,806 245,475 105,532 14,829 % of Total 10.2 2.3 53.4 1.7 21.7 9.3 1.3 1,920,425 1,786 1,922,211 99.5 0.1 99.6 1,884,409 1,653 1,886,062 99.3 0.1 99.4 1,616,942 100.0 0.0 680 1,617,622 100.0 99.9 1,477,592 1,217 0.1 1,478,809 100.0 99.9 1,132,678 0.1 1,037 1,133,715 100.0 8,601 0.6 $ 1,930,812 100.0 $ 1,897,027 100.0 10,965 0.4 0.0 $ 1,617,622 100.0 - 0.0 $ 1,478,809 100.0 - 0.0 $ 1,133,715 100.0 - 1 The “Other” class includes consumer loans and overdrafts. Our total loans were $1.93 billion as of December 31, 2019, an increase of $33.8 million from $1.90 billion as of December 31, 2018. Our loan growth in 2019 was driven by organic loan growth in commercial, leases, and commercial real estate loans, partially offset by reductions in construction, residential real estate, HELOC, and other loans. Total loan originations of $790.2 million were recorded in 2019, which were largely offset by accelerated paydowns experienced in 2019. No loan purchases were recorded in 2019, as all growth was originated by our commercial, residential and retail teams’ ongoing sales efforts. We strive to serve customers in and around our geographic locations and continue to seek opportunities in our primary lending markets; however, our markets remain very competitive for new loan business. 45 Our total loans were $1.90 billion as of December 31, 2018, an increase of $279.4 million from $1.62 billion as of December 31, 2017. Our loan growth in 2018 was driven by our ABC Bank acquisition of $227.6 million of loans, net of purchase accounting adjustments, as well as organic loan and lease financing growth and two HELOC purchases from a third party of $41.6 million in 2018. In 2018, we continued our focus on identifying commercial and industrial loan prospects that conform to our loan policies, and we increased commercial loans by $41.5 million in 2018 compared to 2017. We also purchased $17.1 million in leases from a third-party originator in 2017, and organic loan growth increased commercial loans by $44.7 million in 2017 compared to 2016. We worked diligently to build loan origination pipelines in a competitive marketplace during the past four years, as evidenced by our loan growth of 1.8% in 2019, 17.3% in 2018, 9.4% in 2017 and 30.4% in 2016. Management continues to emphasize loan portfolio quality, which was evidenced by the improved nonperforming loan metrics discussed in the “Asset Quality” section below. As a result, net loan charge-offs of $817,000 were recorded in 2019, net loan recoveries of $317,000 were recorded in 2018, and $497,000 of net loan charge-offs were recorded in 2017. The quality of our loan portfolio is in large part a reflection of the economic health of the communities in which we operate. Our local economies have displayed improved economic conditions in the past five years, as reflected in our loan growth and declines in classified assets, as discussed in the “Asset Quality” section below. Real estate lending categories comprised the largest group in the portfolio for all years presented. In addition, our lending exposure is diversified across our commercial, leasing, real estate-commercial, real estate- residential and real estate-construction loan portfolios, with total loan portfolio growth increasing in each of the five years presented. We remain committed to overseeing and managing our loan portfolio to avoid unnecessarily high credit concentrations in accordance with the general interagency guidance on risk management. Consistent with those commitments, management monitors our asset diversification and anticipates that the percentage of real estate lending in relation to the overall portfolio will decrease in the future. The following table sets forth the remaining contractual maturities for loan categories at December 31, 2019: Maturity and Rate Sensitivity of Loans to Changes in Interest Rate (Dollars in thousands) Commercial Leases Real estate - commercial Real estate - construction Real estate - residential HELOC Other1 Total2 One Year or Less $ 163,372 2,647 113,425 37,591 45,039 2,733 4,241 $ 369,048 Over 1 Year Through 5 Years Fixed Rate $ 63,992 110,486 389,224 12,604 150,497 2,388 3,184 $ 732,375 Floating $ Rate 77,609 674 170,321 14,777 43,584 16,798 4,843 $ 328,606 Over 5 Years Fixed Rate $ 8,574 6,789 59,047 2,469 13,142 42,124 - $ 132,145 Floating $ Rate 19,834 - 136,269 2,383 150,738 59,414 - 368,638 $ Total 333,381 120,596 868,286 69,824 403,000 123,457 12,268 1,930,812 $ $ 1 The “Other” class includes consumer loans and overdrafts; column one includes demand notes. 2 The “Total” is inclusive of PCI loans, net of purchase accounting adjustments of $8.6 million within the appropriate loan category. While there are no significant concentrations of loans where the customers’ ability to honor loan terms is dependent upon a single economic sector, the real estate related categories represented 75.4% and 77.9% of the portfolio at December 31, 2019 and 2018, respectively. We had no concentration of loans exceeding 10% of total loans that were not otherwise disclosed as a category of loans at December 31, 2019. Our ALLL was $19.8 million at year-end 2019, compared to $19.0 million at year-end 2018, and $17.5 million at year-end 2017. One measure of the adequacy of the ALLL is the ratio of the allowance to total loans. The ALLL as a percentage of total loans was 1.0% as of December 31, 2019 and December 31, 2018. In management’s judgment, an adequate allowance for estimated losses has been established; however, there can be no assurance that losses will not exceed the estimated amounts in the future. Excluding the balances of the loans acquired from our ABC Bank acquisition and Talmer branch purchase, the ratio of ALLL to total loans as of year-end 2019 was 1.06%. The loans acquired in the ABC Bank acquisition and Talmer branch purchase are carried at contractual loan values less a fair market value adjustment as of the date of each acquisition. As of December 31, 2019, this acquisition adjustment totaled $817,000 for non-PCI loans. Commercial real estate values have generally stabilized in the greater metro Chicago area with increased competition for the financing investor and multifamily transactions. While we continue to adhere to rigorous underwriting standards, we could experience increased levels of delinquencies, problem loans and losses in future periods if an economic recession or politically triggered economic instability develops. 46 Asset Quality Nonperforming loans consist of nonaccrual loans, performing restructured accruing loans and loans 90 days or more past due but still accruing. Management believes recovery in the overall commercial real estate segment is evident but could be stifled by macroeconomic events. Negative changes in the economy could increase our nonperforming loans. Total nonperforming loans were $15.8 million at December 31, 2019, a decrease from $16.3 million at December 31, 2018. As noted above in the Loans Acquired in Business Combinations section, we do not consider our PCI loans to be nonperforming assets as long as their cash flows and the timing of such cash flows continue to be estimable and probable of collection, because we recognize interest income on these loans through accretion of the difference between the carrying value of these loans and the present value of expected future cash flows. As a result, management has excluded PCI loans from our presentation of nonperforming assets. Other positive trends included continued stability within nonaccrual loan and past due loan levels in 2019 compared to 2018 and 2017. Nonaccrual loans, excluding PCI loans, totaled $12.4 million at December 31, 2019, a decrease of $1.3 million from year end 2018 Total past due loans, including accruing and nonaccrual loans, totaled $25.7 million at year end 2019, a $7.3 million increase from year end 2018, resulting in the rate of past dues to total loans increasing to 1.33% at year-end 2019 compared to 0.97% at year-end 2018, and 0.96% at year-end 2017. Refer to Note 5, “Loans”, in our consolidated financial statements, below, for further detail of past due loans by classification for 2019 and 2018. Risk Elements The following table sets forth the amounts of nonperforming assets at December 31 for the years indicated: (Dollars in thousands) Nonaccrual loans Performing troubled debt restructured loans accruing interest Loans past due 90 days or more and still accruing interest Total nonperforming loans Other real estate owned Total nonperforming assets 2019 12,432 $ 872 2,545 15,849 5,004 20,853 $ 2018 13,741 $ 1,683 917 16,341 7,175 23,516 $ 2017 14,388 $ 988 248 15,624 8,371 23,995 $ 2016 15,283 $ 718 - 16,001 11,916 27,917 $ 2015 14,389 165 65 14,619 19,141 33,760 $ $ PCI loans, net of purchase accounting adjustments $ 8,601 $ 10,965 $ - $ - $ - Other real estate owned ("OREO") as % of nonperforming assets, excluding PCI loans 24.0 % 30.5 % 34.9 % 42.7 % 56.7 % Accrual of interest is discontinued on a loan when principal or interest is 90 days or more past due, unless the loan is well secured and in the process of collection. When a loan is placed on nonaccrual status, interest previously accrued but not collected in the current period is reversed against current period interest income. Interest income of approximately $347,000, $335,000 and $47,000 was recorded and collected during 2019, 2018 and 2017, respectively, on loans that subsequently went to nonaccrual status by year-end. Interest income, which would have been recognized during 2019, 2018 and 2017, had these loans been on an accrual basis throughout the year, was approximately $1.3 million, $952,000 and $781,000, respectively. There were approximately $4.5 million and $5.3 million in restructured residential mortgage loans that were still accruing interest based upon their prior performance history at December 31, 2019 and 2018, respectively. Additionally, the nonaccrual loans above include $3.4 million and $2.2 million in restructured loans for the years ending December 31, 2019 and 2018. 47 (Dollars in thousands) Commercial Leases Real estate - commercial, nonfarm Real estate - commercial, farm Real estate - construction Real estate - residential: Investor Multi-Family Owner occupied HELOC Other(1) Total classified loans, excluding PCI loans PCI loans, net of purchase accounting adjustments Total classified loans, including PCI loans Other real estate owned Total classified assets Classified Assets Classified assets as of December 31, 2017 2018 2019 $ $ 11,688 $ 329 11,672 1,210 262 1,390 503 3,631 1,969 359 33,013 8,601 41,614 5,004 46,618 $ 137 $ - 22,661 1,222 2,610 1,216 979 4,524 1,889 31 35,269 10,965 46,234 7,175 53,409 $ Percent Change From 2019-2018 2018-2017 N/M (100.0) 212.0 (50.8) 594.1 N/M N/M (48.5) (1.0) (90.0) - 825 7,262 2,486 376 448 4,723 5,266 1,899 20 23,305 - 23,305 8,371 31,676 14.3 (48.6) (19.7) 4.2 N/M (6.4) (21.6) (10.0) (30.3) (12.7) 171.4 (79.3) (14.1) (0.5) 55.0 51.3 N/M 98.4 (14.3) 68.6 N/M - Not meaningful 1 The “Other” class includes consumer loans and overdrafts. Classified loans, excluding PCI loans, include nonaccrual, performing troubled debt restructurings and all other loans considered substandard. Classified assets include both classified loans and OREO. Both total classified loans and total classified assets decreased in 2019 compared to 2018, but increased in 2018 from 2017. Classified loans, excluding PCI loans, decreased primarily due to remediation of select credits which were downgraded in our commercial and real estate – commercial, nonfarm portfolios. Classified assets, which includes classified loans and OREO, was favorably impacted by the decrease of our OREO portfolio, which declined $2.2 million in 2019 from 2018, and $1.2 million in 2018 from 2017. Management monitors a ratio of classified assets to the sum of Bank Tier 1 capital and the allowance for loan and lease losses, which is referred to as the “classified assets ratio.” Our classified assets ratio decreased to 11.11% at December 31, 2019, compared to a modest increase to 13.49% at December 31, 2018, from 11.87% at December 31, 2017. Potential Problem Loans We utilize an internal asset classification system as a means of reporting problem and potential problem assets. At the scheduled board of directors meetings of the Bank, loan listings are presented, which show significant loan relationships listed as “Special Mention,” “Substandard,” and “Doubtful.” Loans classified as Substandard include those that have a well-defined weakness or weaknesses that jeopardize the liquidation of the debt. They are characterized by the distinct possibility that we will sustain some loss if the deficiencies are not corrected. Assets classified as Doubtful have all the weaknesses inherent as those classified Substandard with the added characteristic that the weaknesses make collection or liquidation in full, on the basis of currently existing facts, conditions and values, highly questionable and improbable. Assets that do not currently expose us to sufficient risk to warrant classification in one of the aforementioned categories, but possess weaknesses that deserve management’s close attention, are deemed to be Special Mention. Management defines potential problem loans as performing loans rated Substandard that do not meet the definition of a nonperforming loan. These potential problem loans carry a higher probability of default and require additional attention by management. A more detailed description of these loans can be found in Note 5 to the Consolidated Financial Statements, as listed in the credit quality indicators discussion. Allowance for Loan and Lease Losses Our ALLL methodology is designed to produce reasonable estimates of loan and lease losses as of the financial statement date(s) and incorporates management’s judgments about the credit quality of the loan portfolio through a disciplined and consistently applied methodology. The methodology follows GAAP including, but not limited to, guidance included in Accounting Standards Codification (“ASC”) 310 and ASC 450. Analysis is prepared in accordance with guidelines established by the SEC, the Federal Financial Institutions Examination Council, the American Institute of Certified Public Accountants Audit and Accounting Guide for Depository and Lending Institutions, and banking industry practices. The total ALLL was $19.8 million as of December 31, 2019. In accordance with accounting guidance for business combinations, there was no allowance for loan or lease losses brought forward on any acquired loans in our acquisition of ABC Bank in 2018 or our Talmer branch purchase in 2016. For non-PCI loans, credit discounts representing the principal losses expected over the life of the loan are a component of the initial fair value and the discount is accreted to 48 interest income over the life of the loan. Subsequent to the purchase date, the method used to evaluate the sufficiency of the credit discount is similar to organic loans, and if necessary, additional reserves are recognized in the allowance for loan and lease losses. The aggregate non-PCI loans related to our acquisition of ABC Bank and the Talmer branch purchase totaled $183.8 million as of December 31, 2019, net of $817,000 of purchase accounting adjustments. In management’s judgment, an adequate allowance for estimated losses has been established for inherent losses at December 31, 2019, and general changes in lending policy, procedures and staffing, as well as other external factors. However, there can be no assurance that actual losses will not exceed the estimated amounts in the future, based on unforeseen economic events, changes in business climates and the condition of collateral at the time of default and repossession. We recorded $11.4 million of PCI loans in our acquisition of ABC Bank, which totaled $8.6 million, net of purchase accounting adjustments, including $4.0 million of credit discounts, as of December 31, 2019. We will perform re-estimations of cash flows on our PCI loan portfolio on a quarterly basis. Any decline in expected cash flows as a result of these re-estimations, due in any part to a change in credit, is deemed credit impairment, and is recorded as provision for loan and lease losses during the period. Any decline in expected cash flows due only to changes in expected timing of cash flows is recognized prospectively as a decrease in yield on the loan and any improvement in expected cash flows, once any previously recorded impairment is recaptured, is recognized prospectively as an adjustment to the yield on the loan. Our ALLL consists of three components: (i) specific allocations established for losses resulting from an analysis developed through reviews of individual impaired loans for which the recorded investment in the loan exceeds the measured value of the loan; (ii) reserves based on historical loss experience for each loan category; and (iii) reserves based on general current economic conditions as well as specific economic and other factors believed to be relevant to our loan portfolio. The components of the ALLL represent an estimation performed pursuant to ASC Topic 450, “Contingencies”, and ASC Topic 310, “Receivables” including “Accounting by Creditors for Impairment of a Loan – Income Recognition and Disclosures.” See Note 1 of the consolidated financial statements, “Summary of Significant Accounting Policies” for further detail. The historical loss experience component is based on actual loss experience for a rolling 20-quarter period and the related internal risk rating and category of loans charged-off, including any charge-offs on TDRs. We perform a loss migration analysis quarterly, and the loss factors are updated based on actual experience. Management takes into consideration many internal and external qualitative factors when estimating the additional adjustment for management factors, including changes in: • • • • • • • the composition of the loan portfolio, trends in the volume and terms of loans, and trends in delinquent and nonaccrual loans that could indicate that historical trends do not reflect current conditions. credit policies and procedures, such as underwriting standards and collection, charge-off, and recovery practices. the experience, ability, and depth of credit management and other relevant staff. the quality of the Company’s loan review system and board of directors’ oversight. the value of the underlying collateral for collateral-dependent loans. the national and local economy that affect the collectability of various segments of the portfolio. other external factors, such as competition and legal or regulatory requirements are considered when determining the level of estimated loss in various segments of the portfolio. Management conducts an annual review of all Home Equity Lines of Credit (“HELOC”) by looking at credit scores. When we are notified of a foreclosure on a first mortgage, the HELOC loan is moved to nonaccrual and a decision is made if the loan is collectible. Loan balances are actively charged-off in the absence of sufficient equity unless the borrower reaffirms or notifies us of an intention to reaffirm. The analysis of these factors involves a high degree of judgment by management. Because of the imprecision surrounding these factors, we estimate a range of inherent losses and maintain a general allowance that is not allocated to a specific category. As of December 31, 2019, the unallocated allowance decreased to $503,000, from the unallocated balance of $537,000 as of December 31, 2018. Changes in the ALLL are detailed in Note 6 in the consolidated financial statements of this annual report. Our ALLL methodology is periodically reviewed by our independent accountants and banking regulators, and select methodology changes were made in 2017, 2018 and 2019. We refined our ALLL methodology in 2017, with implementation of management factor classifications for newer loan portfolios, such as our purchase of home equity lines of credit (“HELOCs”) in 2017 and the expanded business development company loan portfolio, as these portfolios have not been outstanding long enough to be sufficiently seasoned. In addition, we revised the risk weightings for the historical loss factors to allocate an increase in the loss factor applied in the earliest quarter, and a like reduction of the loss factor in the most recent quarter, as management believes the lower charge-off levels in the more recent quarters will likely not continue long-term. We refined our ALLL methodology again in 2018, as we determined that a minimum threshold of two basis points should be used for those quarters within the historical losses calculation with minimal or no losses incurred, to ensure some loss expectation was being 49 applied. In addition, a base line for reserves was set for economic conditions (.25%), past due and classified loans (.05%), loan portfolio/ concentrations (.05%), general (.05%) and external factors (.05%). These factors are evaluated quarterly by the Bank’s ALLL Committee and the ASC 450 percentages are adjusted according to the overall bias in the individual factors (up, down or neutral). In the first quarter of 2018, these baseline levels were modified to establish floors and ceilings for each management factor ranging from five to 50 basis points, depending on the factor. We believe these floors and ceilings will allow management to evaluate changes to factors within prescribed guidelines and to remain consistent with factor determination in a stressed scenario, as a ceiling could be applied. We continued to enhance our ALLL methodology in 2019, with loan portfolio volume changes supporting revisions to the management factor related to portfolio volumes and concentrations. Lease portfolio growth of $40.9 million and a decline in the construction portfolio of $38.8 million in 2019 supported an increase in the management factor due to the changes in the volume and concentrations of five basis points for leases, and a decrease of ten basis points for construction loans, respectively. In addition, due to the falling interest rate environment, the management factors for variable rate commercial loans and HELOCs were reduced to become more commensurate with fixed rate commercial loan and HELOC products. Finally, as the purchased HELOC portfolio and the business development loans have been analyzed with a separate management factor for two years within the ALLL calculation, and there have been minimal HELOC charge-offs and no business development losses to date, these management factors were each reduced by five basis points for the December 31, 2019 calculation. Summary of Loan Loss Experience The following table summarizes, for the years indicated, activity in the ALLL, including amounts charged-off, amounts of recoveries, additions to the allowance charged to operating expense, and the ratio of net charge-offs to average loans outstanding: Analysis of Allowance for Loan and Lease Losses (Dollars in thousands) Average total loans (exclusive of loans held-for-sale) Allowance at beginning of year Charge-offs: Commercial Leases Real estate - commercial Real estate - construction Real estate - residential HELOC Other1 Total charge-offs Recoveries: Commercial Leases Real estate - commercial Real estate - construction Real estate - residential HELOC Other1 Total recoveries Net charge-offs / (recoveries) Provision (release) for loan and lease losses Allowance at end of year 2019 2017 $ 1,894,745 $ 1,776,230 $ 1,534,673 $ 1,214,804 $ 1,144,618 21,637 16,223 17,461 19,006 16,158 2015 2018 2016 109 49 1,019 9 118 338 409 2,051 41 13 1,548 (16) (45) 147 409 2,097 25 215 309 23 1,347 386 1 2,306 95 23 1,633 23 450 622 344 3,190 74 - 684 1 103 172 200 1,234 817 1,600 19,789 $ 157 - 447 35 1,146 364 265 2,414 (317) 1,228 19,006 $ 30 - 161 377 980 243 18 1,809 497 1,800 17,461 $ 32 5 640 96 486 845 271 2,375 815 750 16,158 $ $ 993 - 1,653 2 665 974 483 4,770 451 - 1,595 276 579 496 359 3,756 1,014 (4,400) 16,223 Net charge-offs / (recoveries) to average loans Allowance at year end to average loans 0.04 % 1.04 % (0.02) % 1.07 % 0.03 % 1.14 % 0.07 % 1.33 % 0.09 % 1.42 % 1 The “Other” class includes consumer loans and overdrafts. We had net loan charge-offs of $817,000 in 2019 and net loan recoveries of $317,000 in 2018, compared to net charge-offs of $497,000 in 2017. The provision for loan and lease losses is based upon management’s estimate of losses inherent in the loan and lease portfolio and its evaluation of the adequacy of the ALLL. Factors which influence management’s judgment in estimating loan and lease losses are the composition of the portfolio, past loss experience, loan delinquencies, nonperforming loans, national and local economic conditions, and other credit risk considerations that, in management’s judgment, deserve evaluation in estimating loan and lease losses. 50 The following table shows our allocation of the ALLL by loan type at December 31 for the years indicated, and, for each category of loans, the percent of total loans represented by that category: Allocation of the Allowance for Loan and Lease Losses 2019 Loan Type to Total 2018 Loan Type to Total 2017 Loan Type to Total 2016 Loan Type to Total 2015 Loan Type to Total (Dollars in thousands) Commercial Leases Real estate - commercial Real estate - construction Real estate - residential HELOC Other1 Total Amount Loans $ 3,015 1,262 11,175 513 2,015 1,172 637 $ 19,789 Amount Loans Amount Loans Amount Loans Amount Loans 734 17.2 % $ 2,832 6.2 45.0 3.6 20.8 6.4 0.8 10,470 969 1,931 1,449 621 100.0 % $ 19,006 16.6 % $ 2,453 4.2 43.5 5.8 21.8 7.4 0.7 692 9,522 923 1,846 1,446 579 100.0 % $ 17,461 16.9 % $ 1,629 4.2 46.4 5.3 19.4 7.0 0.8 633 9,547 389 2,178 1,331 451 100.0 % $ 16,158 - 15.4 % $ 2,096 3.8 49.8 4.4 18.7 6.9 1.0 9,013 265 724 2,050 2,075 100.0 % $ 16,223 12.5 % - 53.4 1.7 21.7 9.3 1.4 100.0 % 1 The “Other” class includes consumer loans, overdrafts and the unallocated allowance balance for each year presented. The ALLL is a valuation allowance, which increased by the provision for loan and lease losses of $1.6 million, $1.2 million and $1.8 million in 2019, 2018 and 2017, respectively, adjusted for charge-offs less recoveries. Allocations of the allowance may be made for specific loans, but the entire allowance is available for losses inherent in the loan portfolio. In addition, the OCC, as part of their examination process, periodically reviews the ALLL. Regulators can require management to record adjustments to the allowance level based upon their assessment of the information available to them at the time of examination. The OCC, in conjunction with the other federal banking agencies, has adopted an interagency policy statement on the ALLL. The policy statement provides guidance for financial institutions on both the responsibilities of management for the assessment and establishment of adequate allowances and guidance for banking agency examiners to use in determining the adequacy of general valuation guidelines. Generally, the policy statement recommends that (1) institutions have effective systems and controls to identify, monitor and address asset quality problems; (2) management has analyzed all significant factors that affect the collectability of the portfolio in a reasonable manner; and (3) management has established acceptable allowance evaluation processes that meet the objectives set forth in the policy statement. Management believes it has established an adequate estimated allowance for probable loan and lease losses. Management reviews its process quarterly as evidenced by an extensive and detailed loan review process, makes changes as needed, and reports those results at meetings of our Board of Directors and Audit Committee. Although management believes the ALLL is sufficient to cover probable losses inherent in the loan portfolio, there can be no assurance that the allowance will prove sufficient to cover actual loan and lease losses or that regulators, in reviewing the loan portfolio, would not request us to materially adjust our ALLL at the time of their examination. Our coverage ratio of ALLL to nonperforming loans, excluding PCI loans, was 124.9% as of December 31, 2019, which reflects an increase from 116.3% as of December 31, 2018. A modest decrease of $492,000, or 3.0%, in nonperforming loans in 2019, and an increase of $783,000 in the allowance for loan and lease losses from year-end 2018 to year-end 2019 drove the increase. Following established methodology, management updated the estimated specific allocations each quarter after receiving more recent appraisal valuations or information on cash flow trends related to the impaired credits. Allocations for general risk and management risk factors as of December 31, 2019, increased by $556,000 from December 31, 2018 while the overall loan balances subject to the allowance increased by approximately $40.2 million at December 31, 2019. Management determined the estimated amount to include in the ALLL based on a number of factors, including an evaluation of credit market circumstances, loan growth or contraction, the quality and composition of the loan portfolio and loan loss experience. Management reviews the estimate of the management risk factors including higher risk loan pools rated as special mention and problem loans, and adjusts the population and the related loss factors taking into account adverse market trends including collateral valuation as well as its assessments of the credits in that pool. Changes are identified in our comprehensive loan review process and made in the related risk factors when needed with a formal affirmation at each quarter end. Those assessments capture management’s estimate of the potential for adverse migration to an impaired status as well as its estimation of what potential valuation impact would result from that migration. Management has also observed that many stresses in those credits were generally attributable to cyclical economic events that continued to show signs of stabilization in 2019. The above changes in estimates were made by management to be consistent with observable trends on asset quality within loan portfolio segments (as discussed in the “Asset Quality” section above) and in conjunction with market conditions and credit review administration activities. Several environmental factors are also evaluated monthly, when appropriate, with formal affirmation each quarter end and are included in the assessment of the adequacy of the ALLL. Based on these assessments, management determined that a provision for loan and lease losses of $1.6 million, $1.2 million and $1.8 million was required for 2019, 2018 and 2017, respectively. When measured as a percentage of average loans outstanding, the total ALLL decreased from 1.1% of total loans as of December 31, 2017 and December 31, 2018, to 1.0% of total loans at December 31, 2019. In management’s judgment, an adequate allowance for estimated losses has been 51 established for potential incurred losses at December 31, 2019; however, there can be no assurance that actual losses will not exceed the estimated amounts in the future. Other Real Estate Owned Other real estate owned (“OREO”) decreased to $5.0 million as of December 31, 2019, compared to $7.2 million as of December 31, 2018, reflecting a $2.2 million decline. Of the 20 properties we held as of year-end 2019, the largest net book value property was comprised of two adjoining vacant commercial parcels carried at $1.9 million. Reductions in our OREO balance during 2019 included the sale of eleven properties resulting in proceeds of $2.5 million. Net gains on the sale of OREO properties during 2019 totaled $264,000, compared to net gains on sale of $792,000 recorded in 2018 and $474,000 in 2017. The trend of year over year reductions in valuation adjustments continued but at decreasing levels in 2017 through 2019. (Dollars in thousands) Single family residence Lots (single family and commercial) Vacant land Commercial property Total OREO properties OREO Properties by Type as of December 31, 2018 2017 2019 $ $ 174 $ 3,945 41 844 5,004 $ 1,137 $ 4,310 470 1,258 7,175 $ 900 5,329 479 1,663 8,371 Percent Change From 2019-2018 (84.7) (8.5) (91.3) (32.9) (30.3) 2018-2017 26.3 (19.1) (1.9) (24.4) (14.3) Other real estate assets acquired in settlement of loans are recorded at the fair value of the property when acquired, less estimated costs to sell, establishing a new cost basis. The OREO valuation reserve for the year ended 2019 was $6.7 million, which was 57.3% of gross OREO, net of participations, at year-end 2019. This compares to $8.0 million, or 52.8%, of gross OREO, net of participations, at year- end 2018. Deposits We grew total deposits by $10.1 million, or 0.5%, to a total of $2.13 billion at year-end 2019 compared to year-end 2018. Total deposits grew by $193.7 million, or 10.1%, from $1.92 billion at year-end 2017 to $2.12 billion at year-end 2018 primarily due to our ABC Bank acquisition, in which we assumed $248.5 million of additional deposits, net of purchase accounting adjustments. We had $249,000 in brokered certificates of deposit as of December 31, 2019, compared to $16.5 million in brokered certificates of deposit as of December 31, 2018 due to scheduled runoff of brokered deposits acquired with the ABC Bank acquisition. Deposits held by senior officers and directors, including their related interests, totaled $2.9 million and $1.6 million as of December 31, 2019 and 2018. YTD Average Balances and Interest Rates 2018 Average Rate Average Rate Average Rate 2017 2019 (Dollars in thousands) Noninterest bearing demand Interest bearing: NOW and money market Savings Time Total deposits Balance % Balance % Balance % $ 650,400 - $ 608,762 - $ 547,719 - 721,773 308,847 431,377 0.34 0.16 1.56 743,961 291,611 443,520 $ 2,112,397 $ 2,087,854 0.24 0.11 1.31 $ 704,261 261,974 389,771 0.11 0.07 1.08 1,903,725 The following table sets forth the amounts and maturities of time deposits of $100,000 or more at December 31 of the year indicated: Maturities of Time Deposits of $100,000 or More (Dollars in thousands) 3 months or less Over 3 months through 6 months Over 6 months through 12 months Over 12 months $ $ 2019 54,234 56,362 72,119 31,376 214,091 $ $ 2018 58,036 46,452 48,932 72,974 226,394 52 Borrowings In addition to deposits, other liquidity sources were utilized for our funding needs in 2019, such as repurchase agreements and other short-term borrowings with the FHLBC. Our borrowings at the FHLBC require the Bank to be a member and invest in the stock of the FHLBC, and total borrowings are generally limited to the lower of 35% of total assets or 60% of the book value of certain mortgage- backed loans. We primarily use these borrowings as a source of short-term funding, and short-term borrowing levels with the FHLBC decreased by $101.0 million in 2019 compared to 2018, to end at $48.5 million outstanding as of December 31, 2019, compared to $145.5 million outstanding as of December 31, 2018. We also recorded long-term FHLBC borrowings stemming from the ABC Bank acquisition in April 2018 of $23.4 million, net of purchase accounting adjustments. These borrowings were issued at favorable rates compared to the current overnight borrowing rate, and mature over the next seven years. The balance of these borrowings in long-term status totaled $6.7 million as of December 31, 2019. In addition, an unused line of credit of $20.0 million is available with a third-party bank and is used for the Company’s operating needs at the holding company level; this line of credit renews every February and must be repaid within 360 days, if drawn. This line of credit had an outstanding balance of $4.0 million as of year-end 2018, but was repaid in January 2019 and has not been used since that time. Short-term and Long-term Borrowings 2019 2018 2017 (Dollars in thousands) At period-end: Securities sold under repurchase agreements $ Other short-term borrowings Junior subordinated debentures(1) Senior notes(1) Notes payable and other borrowings Total borrowed funds $ Amount 48,693 48,500 57,734 44,270 6,673 205,870 Weighted Average Rate % 1.19 $ 1.78 6.37 5.84 2.83 3.79 $ Amount 46,632 149,500 57,686 44,158 15,379 313,355 Weighted Average Rate % 1.28 $ 2.50 6.36 5.86 2.42 3.50 $ Amount 29,918 115,000 57,639 44,058 - 246,615 Average for the year-to-date period: Securities sold under repurchase agreements $ Other short-term borrowings Junior subordinated debentures Senior notes Notes payable and other borrowings Total borrowed funds $ Maximum amount outstanding at the end of any month-end during the period: Securities sold under repurchase agreements $ Other short-term borrowings Junior subordinated debentures Senior notes Notes payable and other borrowings 43,698 73,757 57,710 44,212 12,008 231,385 54,166 120,000 57,734 44,270 15,363 1.32 $ 2.38 6.45 6.10 3.20 3.95 $ 44,122 71,041 57,663 44,109 14,696 231,631 1.05 $ 2.01 6.44 6.09 2.71 3.75 $ 31,478 67,959 57,615 44,010 - 201,062 $ 54,037 149,500 57,686 44,158 26,037 $ 36,361 125,000 57,639 44,058 - Weighted Average Rate % 0.44 1.42 6.34 5.87 - 3.25 0.05 1.09 6.95 6.11 - 3.71 1 Period end rates listed for long term borrowings are stated rates per contract, and do not include adjustments for deferred issuance costs. There were no other categories of short-term borrowings that had an average balance greater than 30% of our stockholders’ equity as of December 31, 2019, 2018 and 2017. The junior subordinated debentures included two issuances of trust preferred securities by our subsidiaries, Old Second Capital Trust I (“Trust I”) which totaled $31.6 million as of December 31, 2019, and Old Second Capital Trust II (“Trust II”), which totaled $25.0 million as of December 31, 2019. On March 2, 2020, we redeemed all of the subordinated debentures due June 30, 2033 relating to the outstanding 7.80% cumulative trust preferred securities (NASDAQ: OSBCP) (the “Trust Securities”) issued by Trust I. Also on March 2, 2020, we redeemed all of the outstanding Trust Securities at a redemption price of $10.00 per Trust Security, which reflects 100% of the liquidation amount, plus accrued and unpaid distributions through the redemption date. In connection with the redemption, the Trust Securities were delisted from The Nasdaq Stock Market. See Note 11: Junior Subordinated Debentures for further discussion of the Capital Trusts I and II. 53 In December 2016, we completed the retirement of $45.0 million of subordinated debt with the proceeds of a $45.0 million senior notes issuance and cash on hand. The senior notes mature in ten years, and terms include interest payable semiannually at 5.75% for five years. Beginning December 2021, the senior debt will pay interest at a floating rate, with interest payable quarterly at three month LIBOR plus 385 basis points. As of December 31, 2019, we had $44.3 million of senior debt outstanding, net of deferred issuance costs. At December 31, 2019, we were in compliance with all of the financial covenants contained within the senior debt agreement. Capital As of December 31, 2019, we had total stockholders’ equity of $277.9 million, an increase of $48.8 million, or 21.3%, from $229.1 million as of December 31, 2018. This increase was largely attributable to net income of $39.5 million in 2019, and a favorable fair value adjustment on securities available for sale, within accumulated other comprehensive income. At December 31, 2018, accumulated other comprehensive income, net of deferred taxes, was $4.6 million, compared to a $4.1 million accumulated other comprehensive loss, net of tax, as of year-end 2018. Equity in 2019 was reduced for the payment of dividends to common stockholders, which totaled $1.2 million for the year. Our total stockholders’ equity increased in 2018, ending at $229.1 million, compared to $200.4 million at year end 2017, due primarily to net income of $34.0 million in 2018. We issued $31.6 million of cumulative trust preferred securities through our consolidated subsidiary, Trust I, in July 2003. As noted above, we redeemed all of the outstanding Trust Securities on March 2, 2020, at a redemption price of $10.00 per Trust Security, which reflects 100% of the liquidation amount, plus accrued and unpaid distributions through the redemption date. We issued an additional $25.8 million of cumulative trust preferred securities through a private placement completed by a second unconsolidated subsidiary, Trust II, in April 2007. These trust preferred securities also mature in 30 years, but subject to regulatory approval, can also now be called in whole or in part. The quarterly cash distributions on the securities were fixed at 6.77% through June 15, 2017, and converted to a floating rate at 150 basis points over the three-month LIBOR rate thereafter. We entered into a forward starting interest rate swap on August 18, 2015, with an effective date of June 15, 2017. This transaction had a notional amount totaling $25.8 million as of December 31, 2015, and was designated as a cash flow hedge of certain junior subordinated debentures and continues to be fully effective during the period presented. As such, no amount of ineffectiveness has been included in net income. Therefore, the aggregate fair value of the swap is recorded in other liabilities with changes in fair value recorded in other comprehensive income, net of tax. The amount included in other comprehensive income would be reclassified to current earnings should all or a portion of the hedge no longer be considered effective. We expect the hedge to remain fully effective during the remaining term of the swap. We will pay the counterparty a fixed rate and receive a floating rate based on three month LIBOR. Management concluded that it would be advantageous to enter into this transaction given that our trust preferred securities issued in 2007 changed from a fixed to floating rate on June 15, 2017. The cash flow hedge has a maturity date of June 15, 2037. We are currently paying interest on all trust preferred securities as that interest comes due. As of December 31, 2019, and December 31, 2018, total trust preferred proceeds of $56.6 million qualified as Tier 1 regulatory capital at the bank holding company level. In January 2009, we issued and sold (i) 73,000 shares of Fixed Rate Cumulative Perpetual Preferred Stock, Series B (the “Series B Stock”) and (ii) a warrant to purchase 815,339 shares of its common stock at an exercise price of $13.43 per share to the U.S. Treasury. The total liquidation value of the Series B Stock and the warrant was $73.0 million at issuance. As of December 31, 2015, the Series B Stock was fully redeemed. The warrant had a carrying value of $4.8 million and is included within additional paid-in capital as of December 31, 2018 and 2017. On January 16, 2019, the warrant was fully exercised; see further disclosures in Note 14, Earnings Per Share, in our consolidated financial statements. In the third quarter of 2019, our Board of Directors authorized the repurchase of up to 1,494,826 shares of our common stock. We may engage in repurchases under the Repurchase Program from time to time through open market purchases, trading plans established in accordance with SEC rules, privately negotiated transactions, or by other means. The actual means and timing of any repurchases, quantity of purchased shares and prices will be, subject to certain limitations, at the discretion of management and will depend on a number of factors, including, without limitation, market prices of our common stock, general market and economic conditions, and applicable legal and regulatory requirements. Repurchases under the Repurchase Program may be initiated, discontinued, suspended or restarted at any time; provided that repurchases under the Repurchase Program after September 19, 2020 would require Federal Reserve non-objection or approval. We are not obligated to repurchase any shares under the Repurchase Program, and we did not engage in any repurchases under the Repurchase Program in 2019. We withheld 49,959 shares for $667,000 to satisfy stock award tax withholding obligations in 2019, which increased treasury stock; this increase was offset by issuances of 38,614 shares for nonqualified stock option exercises and RSU vestings, which totaled $526,000, and the exercise of stock warrants of 45,836 shares, which totaled $313,000. The net impact was a reduction to treasury stock of 34,491 shares, to 4,921,948 shares totaling $95.9 million as of December 31, 2019. We withheld 35,508 shares for $506,000 to satisfy tax withholding obligations in 2018, and issued 77,717 shares for nonqualified stock option exercises and RSU vestings for $858,000 in 2018, resulting in a decrease in treasury stock to 4,956,439 shares and $96.1 million as of December 31, 2018. The decrease in treasury stock increased stockholders’ equity, and also decreased earnings per share by increasing the number of shares outstanding. There were 4,500 stock options exercised in 2019 and in 2018; no stock options remain outstanding as of December 31, 2019. 54 Regulatory capital rules adopted in July 2013 and fully-phased in as of January 1, 2019, which we refer to as the Basel III rules or Basel III, impose minimum capital requirements for bank holding companies and banks. The Basel III rules apply to all national and state banks and savings associations regardless of size and bank holding companies and savings and loan holding companies other than “small bank holding companies” which are generally holding companies with consolidated assets of less than $3 billion. In order to avoid restrictions on capital distributions or discretionary bonus payments to executives, a covered banking organization must maintain a “capital conservation buffer” on top of our minimum risk-based capital requirements. This buffer must consist solely of CET1, but the buffer applies to all three measurements (CET1, Tier 1 capital and total capital). The capital conservation buffer consists of an additional amount of common equity equal to 2.5% of risk-weighted assets. The following table shows the regulatory capital ratios and the current minimum and well capitalized regulatory requirements at the dates indicated: Minimum Capital Adequacy with Capital Conservation Buffer, if applicable1 Well Capitalized Under Prompt Corrective Action December 31, December 31, December 31, Provisions2 2019 2018 2017 The Company Common equity tier 1 capital ratio Total risk-based capital ratio Tier 1 risk-based capital ratio Tier 1 leverage ratio The Bank Common equity tier 1 capital ratio Total risk-based capital ratio Tier 1 risk-based capital ratio Tier 1 leverage ratio 7.00 % 10.50 % 8.50 % 4.00 % 7.00 % 10.50 % 8.50 % 4.00 % N/A N/A N/A N/A 6.50 % 10.00 % 8.00 % 5.00 % 11.14 % 14.53 % 13.65 % 11.93 % 14.35 % 15.23 % 14.35 % 12.50 % 9.29 % 12.63 % 11.78 % 10.08 % 13.29 % 14.14 % 13.29 % 11.36 % 9.25 % 12.93 % 12.03 % 10.08 % 12.88 % 13.78 % 12.88 % 10.79 % 1 Amounts are shown inclusive of a capital conservation buffer of 2.50%. Under the Federal Reserve’s Small Bank Holding Company Policy Statement, the Company is not subject to the minimum capital adequacy and capital conservation buffer capital requirements at the holding company level, unless otherwise advised by the Federal Reserve (such capital requirements are applicable only at the Bank level). Although the minimum regulatory capital requirements are not applicable to the Company or the Tier 1 Leverage ratio, we calculate these ratios for our own planning and monitoring purposes. 2 Prompt corrective action provisions are only applicable at the Bank level. The Company, on a consolidated basis, exceeded the minimum capital ratios to be deemed “well capitalized” at December 31, 2019, pursuant to the capital requirements in effect at that time. All ratios conform to the regulatory calculation requirements in effect as of the date noted. 55 In addition to the above regulatory ratios, our common equity to total assets ratio increased from 8.56% to 10.54%, while our tangible common equity to tangible assets ratio (non-GAAP), increased from 7.83% at December 31, 2018 to 9.83% at December 31, 2019. Management considers this non-GAAP measure a valuable performance measurement for capital analysis. The following table provides a reconciliation of the GAAP tangible common equity to tangible assets ratio to the non-GAAP ratio for the periods indicated: (Dollars in thousands) Tangible common equity Total Equity $ Less: Goodwill and intangible assets Add: Limitation of exclusion of core deposit intangible (80%) Adjusted goodwill and intangible assets Tangible common equity Tangible assets Total assets Less: Adjusted goodwill and intangible assets Tangible assets $ $ $ December 31, 2019 December 31, 2018 GAAP Non-GAAP GAAP Non-GAAP 277,864 21,275 N/A 21,275 256,589 $ $ 277,864 21,275 534 20,741 257,123 $ $ 229,081 21,814 N/A 21,814 207,267 $ $ 229,081 21,814 642 21,172 207,909 2,635,545 21,275 2,614,270 $ 2,635,545 20,741 $ 2,614,804 $ 2,676,003 21,814 $ 2,654,189 $ 2,676,003 21,172 $ 2,654,831 Common equity to total assets Tangible common equity to tangible assets 10.54 % 9.81 % 10.54 % 9.83 % 8.56 % 7.81 % 8.56 % 7.83 % The non-GAAP intangible asset exclusion reflects the 80% core deposit limitation per Basel III guidelines within risk based capital calculations, and is useful for the Company when reviewing risk based capital ratios and equity performance metrics. Liquidity Liquidity is our ability to fund operations, to meet depositor withdrawals, to provide for customer’s credit needs, and to meet maturing obligations and existing commitments. Our liquidity principally depends on cash flows from net operating activities, including pledging requirements, investment in, and both maturity and repayment of assets, changes in balances of deposits and borrowings, and our ability to borrow funds. In addition, the Company’s liquidity depends on the Bank’s ability to pay dividends, which is subject to certain regulatory requirements. See “Supervision and Regulation Dividend Payments.” We continually monitor our cash position and borrowing capacity as well as perform stress tests of contingency funding no less frequently than quarterly as part of our liquidity management process. Stress testing of liquidity for contingency funding purposes includes tests that outline scenarios for specifically identified liquidity risk events, which are then aggregated into a Bank-wide assessment of liquidity risk stress levels. The outcomes of these tests are reviewed by management monthly and our Board of Directors quarterly. Cash and cash equivalents at the end of 2019 totaled $50.6 million, compared to $55.2 million as of December 31, 2018, and $55.8 million as of December 31, 2017. Net cash inflows from operating activities were $52.6 million during 2019, compared with inflows of $54.9 million in 2018 and inflows of $37.1 million in 2017. Proceeds from sales of loans held-for-sale, net of funds used to originate loans held-for-sale, was a source of inflows for 2019. Interest received, net of interest paid, combined with changes in other assets and liabilities were a source of inflows. Management of investing and financing activities, as well as market conditions, determines the level and the stability of net interest cash flows in 2019. Management’s policy is to mitigate the impact of changes in market interest rates to the extent possible as part of our balance sheet management process. Net cash inflows from investing activities were $42.2 million in 2019, compared to net cash outflows of $25.8 million in 2018 and net cash outflows of $132.5 million in 2017. Loan growth in 2019 resulted in $34.4 million of net outflows, compared to $52.7 million of net outflows in 2018 and net outflows of $141.7 million in 2017. The ABC Bank acquisition in April 2018 resulted in net cash outflows of $35.7 million in 2018. In 2019, securities transactions accounted for net inflows of $77.0 million, and proceeds from the sales of OREO assets accounted for inflows of $2.8 million. In 2018, securities transactions accounted for net inflows of $58.5 million, whereas proceeds from the sale of OREO assets accounted for inflows of $4.8 million. In 2017, securities transactions accounted for net inflows of $4.1 million, and proceeds from the sale of OREO assets accounted for inflows of $6.1 million. Net cash outflows from financing activities in 2019 were $99.5 million compared with net cash outflows of $29.7 million in 2018, while 2017 had net cash inflows of $103.9 million. Significant cash inflows from financing activities in 2019 included increases of $10.1 million in deposits and decreases of $101.0 million in other short-term borrowings from the FHLBC. Significant cash outflows from financing activities in 2018 included decreases of $54.7 million in deposits excluding deposits acquired with the ABC Bank acquisition, and inflows of $23.6 million in other short-term borrowings from the FHLBC. In 2017, net increases in cash inflows from financing activities included deposit growth of $56.1 million and growth in short-term borrowings from the FHLBC of $45.0 million. 56 Contractual Obligations We have various financial obligations that may require future cash payments. The following table presents, as of December 31, 2019, significant fixed and determinable contractual obligations to third parties by payment date: (Dollars in thousands) Deposits without a stated maturity Certificates of deposit Securities sold under repurchase agreements Other short-term borrowings Junior subordinated debentures Senior notes Notes payable and other borrowings Purchase obligations Automatic teller machine leases Operating leases Nonqualified voluntary deferred compensation plan Total $ $ Over One to Three to Within One Year Three Years Five Years Five Years Total - $ $ 1,685,080 17,556 354,394 - 48,693 - 48,500 - - - - - - 4,542 4,459 9 47 1,230 450 104 48 23,441 $ 2,141,671 - - - - 57,734 44,270 6,673 1,633 - 3,940 2,767 $ 117,017 $ 1,685,080 441,669 48,693 48,500 57,734 44,270 6,673 16,723 67 6,972 3,023 $ 2,359,404 - 69,719 - - - - - 6,089 11 1,352 104 77,275 $ $ Purchase obligations represent obligations under agreements to purchase goods or services that are enforceable and legally binding on us and that specify all significant terms, including: fixed or minimum quantities to be purchased; fixed, minimum or variable price provisions; and the approximate timing of the transaction. The purchase obligation amounts presented above primarily relate to certain contractual payments for services provided for information technology, capital expenditures, and the outsourcing of certain operational activities. We routinely enter into contracts for services. These contracts may require payment for services to be provided in the future and may also contain penalty clauses for early termination. In this disclosure, we have made an effort to estimate such payments, where applicable. Additionally, where necessary, all data reflects reasonable management estimates as to certain purchase obligations as of December 31, 2019. Management has used the information available to make the estimations necessary to value the related purchase obligations. Commitments, Contingent Liabilities, and Off-balance sheet arrangements Derivative contracts, which include contracts under which we either receive cash from, or pay cash to, counterparties reflecting changes in interest rates are carried at fair value on our Consolidated Balance Sheet as disclosed in Note 20 of the Notes to the Consolidated Financial Statements provided in Part II, Item 8, “Financial Statements and Supplementary Data”. Because the fair value of derivative contracts changes daily as market interest rates change, the derivative assets and liabilities recorded on the balance sheet at December 31, 2019, do not necessarily represent the amounts that may ultimately be paid. As a result, these assets and liabilities are not included in the table of contractual obligations presented above. Assets under management and assets under custody are held in fiduciary or custodial capacity for clients. In accordance with GAAP, these assets are not included on our balance sheet. Financial instruments with off-balance sheet risk address the financing needs of our clients. These instruments include commitments to extend credit as well as performance, standby and commercial letters of credit. Further discussion of these commitments is included in Note 15 of the Notes to Consolidated Financial Statements provided in Part II, Item 8, “Financial Statements and Supplementary Data.” The following table details the amounts and expected maturities of significant commitments to extend credit as of December 31, 2019: (Dollars in thousands) Commercial secured by real estate Revolving open end residential Other unused loan commitments, including commercial and industrial Financial standby letters of credit (borrowers) Performance standby letters of credit (borrowers) Performance standby letters of credit (others) Total Within One to One Year Three Years Five Years Five Years $ 27,343 5,291 Three to Over $ 715 103,168 $ 1,729 17,910 52,173 12,158 $ Total $ 81,960 138,527 151,007 9,839 6,773 67 $ 200,320 50,689 102 10 - 115,132 3,271 10 - - 22,920 6,014 - - - $ 109,897 210,981 9,951 6,783 67 $ 448,269 $ $ 57 Item 7A. Quantitative and Qualitative Disclosures about Market Risk Interest Rate Risk As part of our normal operations, we are subject to interest-rate risk on the assets we invest in (primarily loans and securities) and the liabilities we fund (primarily customer deposits and borrowed funds). Fluctuations in interest rates may result in changes in the fair market values our financial instruments, cash flows, and net interest income. Like most financial institutions, we have an exposure to changes in both short-term and long-term interest rates. In October 2019, the Federal Reserve dropped short-term interest rates by 0.25%. As a result, the Federal Funds rate and the Bank's prime rate dropped by 0.25% during the quarter to 1.75% and 4.75%, respectively. In December 2019 and January 2020, the Federal Reserve voted to keep short-term interest rates unchanged. The general market consensus is that the Federal Reserve will keep its key interest rates unchanged for the next several months. Generally, Federal Reserve actions have not had a significant impact on long-term rates. We manage interest rate risk within guidelines established by policy which are intended to limit the amount of rate exposure. In practice, we seek to manage our interest rate risk exposure well within our guidelines so that such exposure does not pose a material risk to our future earnings. We manage various market risks in the normal course of our operations, including credit, liquidity risk, and interest-rate risk. Other types of market risk, such as foreign currency exchange risk and commodity price risk, do not arise in the normal course of our business activities and operations. In addition, since we do not hold a trading portfolio, we are not exposed to significant market risk from trading activities. Our interest rate risk exposures at December 31, 2019 and December 31, 2018 are outlined in the table below. Our net income can be significantly influenced by a variety of external factors, including: overall economic conditions, policies and actions of regulatory authorities, the amounts of and rates at which assets and liabilities reprice, variances in prepayment of loans and securities other than those that are assumed, early withdrawal of deposits, exercise of call options on borrowings or securities, competition, a general rise or decline in interest rates, changes in the slope of the yield-curve, changes in historical relationships between indices (such as LIBOR and prime), and balance sheet growth or contraction. Our asset-liability committee seeks to manage interest rate risk under a variety of rate environments by structuring our balance sheet and off-balance sheet positions, which includes interest rate swap derivatives as discussed in Note 20 of our consolidated financial statements included in this annual report. We seek to monitor and manage interest rate risk within approved policy guidelines and limits. We use simulation analysis to quantify the impact of various rate scenarios on our net interest income. Specific cash flows, repricing characteristics, and embedded options of the assets and liabilities held by us are incorporated into the simulation model. Earnings at risk are calculated by comparing the net interest income of a stable interest rate environment to the net interest income of a different interest rate environment in order to determine the percentage change. As of December 31, 2018, we had modest amounts of earnings gains (in both dollars and percentage) should interest rates rise, and limited earnings reductions should interest rates fall. The changes in income across the various interest rate scenarios as of December 2019 were similar compared to those of December 2018. The general balance sheet composition, both assets and liabilities, did not change appreciably during 2019, which resulted in minimal change to our interest rate risk profile. In December 2019, we executed a five-year $50 million receive fixed interest rate swap to hedge against declining interest rates. This transaction falls under hedge accounting standards and is paired against a pool the Bank’s Libor-based loans. Overall, the new swap only bolsters income in down rate scenarios by a modest degree. Management considers the current level of interest rate risk to be moderate but intends to continue looking for market opportunities for further hedging opportunities. The following table summarizes the effect on annual income before income taxes based upon an immediate increase or decrease in interest rates of 0.5%, 1%, and 2% and no change in the slope of the yield curve. Due to relatively low current market interest rates, it was not possible to calculate a decrease of 2% because many of the market interest rates would fall below zero in that scenario. (Dollars in thousands) December 31, 2019 Dollar change Percent change December 31, 2018 Dollar change Percent change Analysis of Net Interest Income Sensitivity Immediate Changes in Rates (2.0) % (1.0) % (0.5) % 0.5 % 1.0 % 2.0 % N/A N/A $ (6,229) $ (2,670) $ (6.6) % (2.8) % 993 1.1 % $ 2,016 $ 3,856 2.1 % 4.1 % $ (12,303) $ (5,356) $ (2,062) $ 1,084 $ 2,145 $ 4,178 (12.2) % (5.3) % (2.1) % 1.1 % 2.1 % 4.2 % The amounts and assumptions used in the simulation model should not be viewed as indicative of expected actual results. Actual results will differ from simulated results due to timing, magnitude and frequency of interest rate changes as well as changes in market conditions and management strategies. The above results do not take into account any management action to mitigate potential risk. 58 Effects of Inflation In management’s opinion, changes in interest rates affect the financial condition of a financial institution to a far greater degree than changes in the inflation rate. While interest rates are greatly influenced by changes in the inflation rate, they do not change at the same rate or in the same magnitude as the inflation rate. Rather, interest rate volatility is based on changes in the expected rate of inflation, as well as on changes in monetary and fiscal policies. A financial institution’s ability to be relatively unaffected by changes in interest rates is a good indicator of its capability to perform in today’s volatile economic environment. We seek to insulate the Company from interest rate volatility by using our best efforts to ensure that rate sensitive assets and rate sensitive liabilities respond to changes in interest rates in a similar time frame and to a similar degree. 59 Item 8. Financial Statements and Supplementary Data Old Second Bancorp, Inc. and Subsidiaries Consolidated Balance Sheets December 31, 2019 and 2018 (In thousands, except per share data) Assets Cash and due from banks Interest earning deposits with financial institutions Cash and cash equivalents Securities available-for-sale, at fair value Federal Home Loan Bank Chicago ("FHLBC") and Federal Reserve Bank Chicago ("FRBC") stock Loans held-for-sale Loans Less: allowance for loan and lease losses Net loans Premises and equipment, net Other real estate owned Mortgage servicing rights, net Goodwill and core deposit intangible Bank-owned life insurance ("BOLI") Deferred tax assets, net Other assets Total assets Liabilities Deposits: Noninterest bearing demand Interest bearing: Savings, NOW, and money market Time Total deposits Securities sold under repurchase agreements Other short-term borrowings Junior subordinated debentures Senior notes Notes payable and other borrowings Other liabilities Total liabilities Stockholders’ Equity Common stock Additional paid-in capital Retained earnings Accumulated other comprehensive income (loss) Treasury stock Total stockholders’ equity Total liabilities and stockholders’ equity Par value Shares authorized Shares issued Shares outstanding Treasury shares See accompanying notes to consolidated financial statements. 60 December 31, December 31, 2019 2018 $ $ $ $ 34,096 16,536 50,632 484,648 9,917 3,061 1,930,812 19,789 1,911,023 44,354 5,004 5,935 21,275 61,763 11,459 26,474 2,635,545 $ $ 38,599 16,636 55,235 541,248 13,433 2,984 1,897,027 19,006 1,878,021 42,439 7,175 7,357 21,814 61,544 21,280 23,473 2,676,003 669,795 $ 618,830 1,015,285 441,669 2,126,749 48,693 48,500 57,734 44,270 6,673 25,062 2,357,681 34,854 120,657 213,723 4,562 (95,932) 277,864 2,635,545 $ 1,040,668 457,175 2,116,673 46,632 149,500 57,686 44,158 15,379 16,894 2,446,922 34,720 119,081 175,463 (4,079) (96,104) 229,081 2,676,003 December 31, 2019 Common Stock December 31, 2018 Common Stock $ $ 1.00 60,000,000 34,853,757 29,931,809 4,921,948 1.00 60,000,000 34,719,517 29,763,078 4,956,439 Old Second Bancorp, Inc. and Subsidiaries Consolidated Statements of Income Years Ended December 31, 2019, 2018 and 2017 (In thousands, except per share data) Year Ended December 31, 2018 2019 2017 $ 97,719 $ 133 88,769 $ 127 9,256 7,425 602 459 115,594 2,960 6,736 577 1,755 3,724 2,699 384 18,835 96,759 1,600 95,159 6,655 7,715 772 (2,662) 1,881 5,112 4,511 1,415 872 4,177 32 5,320 35,800 9,577 8,341 469 334 107,617 2,156 5,829 462 1,429 3,716 2,688 398 16,678 90,939 1,228 89,711 6,417 7,328 696 (734) 1,939 3,791 360 984 1,026 4,420 - 5,126 31,353 46,869 8,289 5,631 176 1,002 539 1,225 977 675 423 13,296 79,102 51,857 12,402 39,455 $ 1.32 $ 1.30 0.04 44,161 6,915 6,745 653 1,040 387 1,567 940 835 396 13,489 77,128 43,936 9,924 34,012 $ 1.14 $ 1.12 0.04 $ $ 70,737 123 10,202 5,939 370 134 87,505 950 4,227 17 741 4,002 2,689 - 12,626 74,879 1,800 73,079 6,203 6,720 776 (802) 1,778 4,803 474 1,432 - 4,200 10 4,778 30,372 40,080 5,951 4,387 658 1,031 96 1,505 1,329 650 2,165 11,297 69,149 34,302 19,164 15,138 0.51 0.50 0.04 Interest and dividend income Loans, including fees Loans held-for-sale Securities: Taxable Tax exempt Dividends from FHLBC and FRBC stock Interest bearing deposits with financial institutions Total interest and dividend income Interest expense Savings, NOW, and money market deposits Time deposits Securities sold under repurchase agreements Other short-term borrowings Junior subordinated debentures Senior notes Notes payable and other borrowings Total interest expense Net interest and dividend income Provision for loan and lease losses Net interest and dividend income after provision for loan and lease losses Noninterest income Trust income Service charges on deposits Secondary mortgage fees Mortgage servicing rights mark to market loss Mortgage servicing income Net gain on sales of mortgage loans Securities gains, net Increase in cash surrender value of BOLI Death benefit realized on BOLI Debit card interchange income Gains on disposal and transfer of fixed assets, net Other income Total noninterest income Noninterest expense Salaries and employee benefits Occupancy, furniture and equipment Computer and data processing FDIC insurance General bank insurance Amortization of core deposit intangible Advertising expense Debit card interchange expense Legal fees Other real estate expense, net Other expense Total noninterest expense Income before income taxes Provision for income taxes Net income Basic earnings per share Diluted earnings per share Dividends declared per share See accompanying notes to consolidated financial statements. 61 Old Second Bancorp, Inc. and Subsidiaries Consolidated Statements of Comprehensive Income Years Ended December 31, 2019, 2018 and 2017 (In thousands) Net Income $ Unrealized holding gains (losses) on available-for-sale securities arising during the period Related tax (expense) benefit Holding gains (losses) after tax on available-for-sale securities Less: Reclassification adjustment for the net gains realized during the period Net realized gains Related tax expense Net realized gains after tax Other comprehensive income (loss) on available-for-sale securities Changes in fair value of derivatives used for cash flow hedges Related tax benefit (expense) Other comprehensive (loss) income on cash flow hedges Year Ended December 31, 2018 34,012 $ 2019 39,455 $ 2017 15,138 19,630 (5,521) 14,109 4,511 (1,267) 3,244 10,865 (3,092) 868 (2,224) (9,053) 2,554 (6,499) 360 (100) 260 (6,759) 1,230 (348) 882 17,863 (7,183) 10,680 474 (198) 276 10,404 (293) 130 (163) Total other comprehensive income (loss) Total comprehensive income 8,641 48,096 $ (5,877) 28,135 $ 10,241 25,379 $ Balance, December 31, 2016 Other comprehensive income (loss), net of tax Balance, December 31, 2017 Balance, December 31, 2017 Reclassification of stranded tax effects Other comprehensive (loss) income, net of tax Balance, December 31, 2018 Balance, December 31, 2018 Other comprehensive income (loss), net of tax Balance, December 31, 2019 $ $ $ $ $ $ See accompanying notes to consolidated financial statements. Accumulated Unrealized Gain (Loss) on Securities Available-for -Sale Accumulated Unrealized Gain (Loss) on Derivative Instruments Total Accumulated Other Comprehensive Income/(Loss) (8,165) 10,404 2,239 2,239 482 (6,759) (4,038) (4,038) 10,865 6,827 $ $ $ $ $ $ (597) (163) (760) (760) (163) 882 (41) (41) (2,224) (2,265) $ $ $ $ $ $ (8,762) 10,241 1,479 1,479 319 (5,877) (4,079) (4,079) 8,641 4,562 62 Old Second Bancorp, Inc. and Subsidiaries Consolidated Statements of Cash Flows Years Ended December 31, 2019, 2018 and 2017 (In thousands) Cash flows from operating activities Net income Adjustments to reconcile net income to net cash provided by operating activities: Net premium / discount from amortization on securities Securities gains, net Provision for loan and lease losses Originations of loans held-for-sale Proceeds from sales of loans held-for-sale Net gains on sales of mortgage loans Mortgage servicing rights mark to market loss Net discount / premium from accretion on loans Increase in cash surrender value of BOLI Net gains on sale of other real estate owned Provision for other real estate owned valuation losses Depreciation of fixed assets and amortization of leasehold improvements Net (gains) on disposal and transfer of fixed assets Amortization of core deposit intangible Change in current income taxes receivable Provision for deferred tax expense Net deferred tax expense due to DTA revaluation Change in accrued interest receivable and other assets Accretion of purchase accounting adjustment on time deposits Amortization of purchase accounting adjustment on notes payable and other borrowings Amortization of junior subordinated debentures issuance costs Amortization of senior notes issuance costs Change in accrued interest payable and other liabilities Stock based compensation Net cash provided by operating activities Cash flows from investing activities Proceeds from maturities and calls including pay down of securities available-for-sale Proceeds from sales of securities available-for-sale Purchases of securities available-for-sale Net proceeds from sales of FHLBC stock Net disbursements from purchases of FRB stock Net change in loans, excluding acquisition Proceeds from claims on BOLI Improvements in other real estate owned Proceeds from sales of other real estate owned, net of participation purchase Proceeds from disposition of fixed assets Net purchases of premises and equipment Cash paid for acquisition, net of cash and cash equivalents retained Net cash provided by (used in) investing activities Cash flows from financing activities Net change in deposits, excluding acquisition Net change in securities sold under repurchase agreements Net change in other short-term borrowings Payment of senior note issuance costs Net change in notes payable and other borrowings Proceeds from exercise of stock options Dividends paid on common stock Purchase of treasury stock Net cash (used in) provided by financing activities Net change in cash and cash equivalents Cash and cash equivalents at beginning of period Cash and cash equivalents at end of period $ 63 Year Ended December 31, 2019 2018 2017 $ 39,455 $ 34,012 $ 15,138 2,726 (4,511) 1,600 (164,696) 168,472 (5,112) 2,662 (1,025) (1,415) (264) 519 2,462 (32) 539 1,546 6,436 - (6,318) (38) 92 48 112 6,863 2,516 52,637 41,752 191,298 (159,544) 3,516 - (34,440) 1,196 - 2,779 32 (4,377) - 42,212 10,114 2,061 (101,000) - (8,798) 32 (1,195) (666) (99,452) (4,603) 55,235 50,632 2,969 (360) 1,228 (133,930) 137,622 (3,791) 734 (1,703) (984) (792) 581 2,423 - 387 1,678 9,840 - 1,218 (100) 81 47 100 1,390 2,257 54,907 40,641 94,663 (75,044) (295) (1,421) (52,706) 1,204 (59) 4,782 - (1,895) (35,711) (25,841) 1,881 (474) 1,800 (146,867) 151,289 (4,803) 802 (1,328) (1,432) (474) 1,708 2,306 (10) 96 (2,519) 13,662 7,909 (4,492) - - 48 102 1,582 1,181 37,105 117,389 232,462 (343,470) (2,250) - (141,683) - - 6,107 13 (1,055) - (132,487) (54,650) 11,091 23,625 - (8,069) 33 (1,189) (505) (29,664) (598) 55,833 55,235 $ 56,140 4,203 45,000 (42) - - (1,184) (236) 103,881 8,499 47,334 55,833 $ Old Second Bancorp, Inc. and Subsidiaries Consolidated Statements of Cash Flows – Continued Years Ended December 31, 2019, 2018 and 2017 Supplemental cash flow information Income taxes paid, net Interest paid for deposits Interest paid for borrowings Non-cash transfer of loans to other real estate owned Non-cash transfer of premises to other real estate owned See accompanying notes to consolidated financial statements. $ Year Ended December 31, 2019 2018 2017 4,425 $ 9,686 9,073 863 - 20 $ 7,644 8,323 2,915 - 430 5,145 7,362 3,701 95 64 Old Second Bancorp, Inc. and Subsidiaries Consolidated Statements of Changes in Stockholders’ Equity Years Ended December 31, 2019, 2018 and 2017 (In thousands) Common Stock Additional Paid-In Capital Retained Earnings Accumulated Other Comprehensive Income (Loss) Treasury Stock Total Stockholders’ Equity Balance, December 31, 2016 Net income Other comprehensive income, net of tax Dividends declared and paid, ($0.04 per share) Tax effect from vesting of restricted stock Stock based compensation Purchase of treasury stock Balance, December 31, 2017 Balance, December 31, 2017 Net income Other comprehensive loss, net of tax Dividends declared and paid, ($0.04 per share) Vesting of restricted stock Reclassification of stranded tax effects Stock option exercised Stock based compensation Purchase of treasury stock Balance, December 31, 2018 Balance, December 31, 2018 Net income Other comprehensive income, net of tax Dividends declared and paid, ($0.04 per share) Vesting of restricted stock Stock option exercised Stock warrants exercised Stock based compensation Purchase of treasury stock Balance, December 31, 2019 $ 34,534 $ 116,653 $ 129,005 $ 15,138 (1,184) (8,762) $ (96,220) $ 10,241 92 (92) 1,181 $ 34,626 $ 117,742 $ 142,959 $ 1,479 $ (236) (96,456) $ 1,479 $ (96,456) $ $ 34,626 $ 117,742 $ 91 3 (926) 8 2,257 142,959 $ 34,012 (1,189) (319) (5,877) 319 $ 34,720 $ 119,081 $ 175,463 $ (4,079) $ 835 22 (505) (96,104) $ $ 34,720 $ 119,081 $ 175,463 $ 39,455 (1,195) (4,079) $ (96,104) $ 8,641 132 2 (634) 7 (313) 2,516 $ 34,854 $ 120,657 $ 213,723 $ 4,562 $ 502 23 313 (666) (95,932) $ 175,210 15,138 10,241 (1,184) - 1,181 (236) 200,350 200,350 34,012 (5,877) (1,189) - - 33 2,257 (505) 229,081 229,081 39,455 8,641 (1,195) - 32 - 2,516 (666) 277,864 See accompanying notes to consolidated financial statements. 65 Old Second Bancorp, Inc. and Subsidiaries Notes to Consolidated Financial Statements December 31, 2019, 2018 and 2017 (Table amounts in thousands, except per share data) Note 1: Summary of Significant Accounting Policies Nature of Operations - Old Second Bancorp, Inc. (the “Company”) is a corporation organized under the laws of the State of Delaware in 1981 that serves as the bank holding company for its wholly-owned subsidiary bank, Old Second National Bank. Old Second National Bank (the “Bank”) is a national banking association headquartered in Aurora, Illinois, that operates through 29 banking centers located in Cook, DeKalb, DuPage, Kane, Kendall, LaSalle and Will counties in Illinois. The Bank is a full-service banking business, offering a broad range of deposit products, trust and wealth management services, and lending services, including commercial, residential and consumer loans. We also offer a full complement of electronic banking services, such as online and mobile banking and corporate cash management products. The consolidated financial statements of the Company include the financial statements of the Bank and its wholly-owned subsidiaries, River Street Advisors, LLC, an investment advisory/management service company, Old Second Affordable Housing Fund, L.L.C., which provides down payment assistance for home ownership to qualified individuals, and Station I, LLC, which holds property acquired by the Bank through foreclosure or in the ordinary course of collecting a debt previously contracted with borrowers. The Company uses the accrual basis of accounting for financial reporting purposes. Certain amounts in prior year financial statements have been reclassified to conform to the 2019 presentation. Use of Estimates – The preparation of consolidated financial statements in conformity with generally accepted accounting principles (“GAAP”) and following general practices within the banking industry requires management to make estimates and assumptions that affect the amounts reported in the consolidated financial statements and accompanying notes. Although these estimates and assumptions are based on the best available information, actual results could differ from those estimates. Principles of Consolidation – The accompanying consolidated financial statements include the accounts and results of operations of the Company and its subsidiaries after elimination of all significant intercompany accounts and transactions. Assets held in a fiduciary or agency capacity are not assets of the Company or its subsidiaries and are not included in the consolidated financial statements. Segment Reporting – An operating segment is a component of a business entity that engages in business activity from which it may earn revenues and/or incur expenses. It has operating results that are reviewed regularly by the entity’s chief operating decision maker in order to make decisions about resource allocation and performance assessment, and the segment has discrete financial information available for this assessment. As of December 31, 2019, the Company had one operating segment, which is community banking. Therefore, segment reporting is not required. Cash and Cash Equivalents – For purposes of the Consolidated Statements of Cash Flows, management has defined cash and cash equivalents to include cash and due from banks, interest-bearing deposits in other banks, and other short-term investments, such as federal funds sold and securities purchased under agreements to resell. The classification of cash and cash equivalents includes those assets held in the form of cash or liquid instruments with an original maturity of 90 days or less. Securities – Securities are classified as available-for-sale or held-to-maturity at the time of purchase or transfer. Securities that are classified as available-for-sale are carried at fair value. Unrealized gains and losses, net of related deferred income taxes, are recorded in stockholders’ equity as a separate component of accumulated other comprehensive income (loss). Unrealized gains and losses are not included in the calculation of regulatory capital. Securities held-to-maturity are carried at amortized cost and the discount or premium created at acquisition or in the transfer from available-for-sale is accreted or amortized to the maturity or expected payoff date but not an earlier call. Discounts are accreted into interest income over the estimated life of the related security and premiums are amortized into income to the earlier of the call date or estimated life of the related security using the level yield method. Purchases and sales of securities are recognized on a trade date basis. Realized securities gains or losses are reported in securities gains, net, in the Consolidated Statements of Income. The cost of securities sold is based on the specific identification method. On a quarterly basis, the Company makes an assessment (at the individual security level) to determine whether there have been any events or circumstances indicating that a security with an unrealized loss is other-than-temporarily impaired (“OTTI”). In evaluating OTTI, the Company considers many factors, including the severity and duration of the impairment; the financial condition and near-term prospects of the issuer, which for debt securities considers external credit ratings and recent downgrades; its ability and intent to hold the security for a period of time sufficient for a recovery in value; and the likelihood that it will be required to sell the security before a recovery in 66 value, which may be at maturity. The amount of the impairment related to other factors is recognized in other comprehensive income (loss) unless management intends to sell the security or believes it is more likely than not that it will be required to sell the security prior to full recovery. Federal Home Loan Bank and Federal Reserve Bank Stock – The Company owns the stock of the Federal Home Loan Bank of Chicago (“FHLBC”) and the Federal Reserve Bank of Chicago (“FRBC”). Both of these entities require the Bank to invest in their nonmarketable stock as a condition of membership. The FHLBC is a governmental sponsored entity. The Bank continues to utilize the various products and services of the FHLBC and management considers this stock to be a long-term investment. FHLBC members are required to own a certain amount of stock based on the level of borrowings and other factors, and may invest in additional amounts. FHLBC stock is carried at cost, classified as a restricted security, and periodically evaluated for impairment based on ultimate recovery of par value. The Company’s ability to redeem the shares owned is dependent on the redemption practices of the FHLBC. The Company records dividends in income on the ex-dividend date. FRBC stock is redeemable at par, and therefore fair value equals cost. Loans Held-for-Sale – The Bank originates residential mortgage loans, which consist of loan products eligible for sale to the secondary market. Residential mortgage loans eligible for sale in the secondary market are carried at fair market value. The fair value of loans held-for-sale is determined using quoted secondary market prices on similar loans. Loans – Loans held-for-investment are carried at the principal amount outstanding, including certain net deferred loan origination fees and costs. Loans purchased as a result of a business combination are recorded at estimated fair value on the acquisition date, with no carryover of the related allowance for loan and lease losses recorded by the acquiree at the time of purchase. These loans are segregated into two classifications upon purchase: 1) purchased non-credit impaired (“non-PCI”) loans, accounted for in accordance with FASB ASC Subtopic 310-20 “Nonrefundable Fees and Costs” (“ASC 310-20”), as these loans do not have evidence of credit deterioration since origination. The premiums and discounts created when ASC 310-20 loans are recorded at their fair values at acquisition are recorded to income over the remaining life of the loan as an adjustment to the related loan’s yield; and 2) purchased credit impaired (“PCI”) loans, accounted for under FASB ASC Subtopic 310-30, “Loans and Debt Securities Acquired with Deteriorated Credit Quality” (“ASC 310-30”) as they display signs of credit deterioration since origination. Interest income, through accretion of the difference between the carrying value of the loans and the expected cash flows, is recognized on the acquired loans accounted for under ASC 310-30. Interest income on loans is accrued based on principal amounts outstanding. Loan and lease origination fees, commitment fees, and certain direct loan origination costs are deferred and amortized over the life of the related loans or commitments as a yield adjustment. The acquisition adjustment discount related to purchased loans is accreted into interest income over the contractual life of each loan, or is generally taken into income immediately upon payoff or renewal of the loan. Fees related to standby letters of credit, whose ultimate exercise is remote, are amortized into fee income over the estimated life of the commitment. Other credit-related fees are recognized as fee income when earned. Concentration of Credit Risk – Most of the Company’s business activity is with customers located within Cook, DeKalb, DuPage, Kane, Kendall, LaSalle and Will counties in Illinois. These banking centers surround or are within the Chicago metropolitan area. Therefore, the Company’s exposure to credit risk is significantly affected by changes in the economy in that market area since the Bank generally makes loans within its market. There are no significant concentrations of loans where the customers’ ability to honor loan terms is dependent upon a single economic sector. Commercial Loans – Such credits typically comprise working capital loans, loans for physical asset expansion, asset acquisition loans and other commercial and industrial business loans. Loans to closely held businesses will generally be guaranteed in full or for a meaningful amount by the businesses’ major owners. Commercial loans are made based primarily on the historical and projected cash flow of the borrower and secondarily on the underlying collateral provided by the borrower. The cash flows of borrowers, however, may not behave as forecasted and collateral securing loans may fluctuate in value due to economic or individual performance factors. Minimum standards and underwriting guidelines have been established for all commercial loan types. Lease Financing Receivables – Lease financing receivables are subject to underwriting standards and processes similar to commercial loans. These loans are often secured by equipment or transportation assets, and are made based primarily on the historical and projected cash flow of the borrower and secondarily on the underlying collateral provided by the borrower. The cash flows of borrowers, however, may not behave as forecasted and collateral securing loans may fluctuate in value due to economic or individual performance factors. Real Estate - Commercial Loans – Real estate - commercial loans are subject to underwriting standards and processes similar to commercial and industrial loans. These are loans secured by mortgages on real estate collateral. Commercial real estate loans are viewed primarily as cash flow loans and the repayment of these loans is largely dependent on the successful operation of the property. Loan performance may be adversely affected by factors impacting the general economy or conditions specific to the real estate market such as geographic location and/or property type. 67 Real Estate - Construction Loans – The Company defines real estate - construction loans as loans where the loan proceeds are controlled by the Company and used exclusively for the improvement or development of real estate in which the Company holds a mortgage. Due to the inherent risk in this type of loan, they are subject to other industry specific policy guidelines outlined in the Company’s Credit Risk Policy and are monitored closely. Real Estate - Residential Loans – These are loans that are extended to purchase or refinance 1-4 family residential dwellings, or to purchase or refinance vacant lots intended for the construction of a 1-4 family home. Residential real estate loans are considered homogenous in nature. Homes may be the primary or secondary residence of the borrower or may be investment properties of the borrower. Home Equity Lines of Credit (“HELOCs”) – These are lines of credit that are extended to refinance 1-4 family residential dwellings, or to finance the borrower’s needs and collateralized by the borrower’s residence. These lines may be fixed or variable in nature, and the home serving as collateral may also have a first lien outstanding. Consumer Loans – Consumer loans include loans extended primarily for consumer and household purposes. These also include overdrafts and other items not captured by the definitions above. Nonaccrual Loans – Generally, commercial and consumer loans, as well as loans secured by real estate are placed on nonaccrual status (i) when either principal or interest payments become 90 days or more past due based on contractual terms unless the loan is sufficiently collateralized such that full repayment of both principal and interest is expected and is in the process of collection within a reasonable period or (ii) when an individual analysis of a borrower’s creditworthiness indicates a credit should be placed on nonaccrual status whether or not the loan is 90 days or more past due. When a loan is placed on nonaccrual status, unpaid interest credited to income is reversed. Generally, after the loan is placed on nonaccrual, all debt service payments are applied to the principal on the loan. Nonaccrual loans are returned to accrual status when the financial position of the borrower and other relevant factors indicate there is no longer doubt that the Company will collect all principal and interest due. Commercial, consumer and real estate loans are generally charged-off when deemed uncollectible. A loss is recorded at that time if the net realizable value can be quantified and it is less than the associated principal outstanding. Troubled Debt Restructurings (“TDRs”) – A restructuring of debt is considered a TDR when (i) the borrower is experiencing financial difficulties and (ii) the creditor grants a concession, such as forgiveness of principal, reduction of the interest rate, changes in payments, or extension of the maturity, that it would not otherwise consider. Loans are not classified as TDRs when the modification is short-term or results in only an insignificant delay or shortfall in the payments to be received. The Company’s TDRs are determined on a case-by- case basis in connection with ongoing loan collection processes. The Company does not accrue interest on any TDRs unless it believes collection of all principal and interest under the modified terms is reasonably assured. For TDRs to accrue interest, the borrower must demonstrate both some level of past performance and the capacity to perform under the modified terms. Generally, six months of consecutive payment performance by the borrower under the restructured terms is required before TDRs are returned to accrual status. However, the period could vary depending on the individual facts and circumstances of the loan. An evaluation of the borrower’s current creditworthiness is used to assess whether the borrower has the capacity to repay the loan under the modified terms. This evaluation includes an estimate of expected cash flows, evidence of strong financial position, and estimates of the value of collateral, if applicable. Impaired Loans – Impaired loans consist of nonaccrual loans and TDRs (both accruing and on nonaccrual). A loan is considered impaired when it is probable that the Company will be unable to collect all contractual principal and interest due according to the terms of the loan agreement based on current information and events. With the exception of TDRs still accruing interest, loans deemed to be impaired are classified as nonaccrual and are exclusive of smaller homogeneous loans, such as HELOCs, 1-4 family mortgages, and consumer loans. 90-Days or Greater Past Due Loans – 90-days or greater past due loans are loans with principal or interest payments three months or more past due, but that still accrue interest. The Company continues to accrue interest if it determines these loans are sufficiently collateralized and the process of collection will conclude within a reasonable time period. Allowance for Loan and Lease Losses (“ALLL”) – The ALLL is calculated according to GAAP standards and is maintained by management at a level believed adequate to absorb estimated losses inherent in the existing loan portfolio. Determination of the ALLL is inherently subjective since it requires significant estimates and management judgment, and includes a level of imprecision given the difficulty of identifying and assessing the factors impacting loan repayment and estimating the timing and amount of losses. While management utilizes its best judgment and information available, the ultimate adequacy of the ALLL is dependent upon a variety of factors beyond the Company’s direct control, including the performance of the loan portfolio, consideration of current economic trends, changes in interest rates and property values, the amounts and timing of expected future cash flows on impaired loans, estimated losses on pools of homogeneous loans based on an analysis that uses historical loss experience, portfolio growth and concentration risk, 68 management and staffing changes, the interpretation of loan risk classifications by regulatory authorities and other credit market factors. While each component of the ALLL is determined separately, the entire balance is available for the entire loan portfolio. Loans deemed to be uncollectible are charged-off against the ALLL while recoveries of amounts previously charged-off are credited to the ALLL. Approved releases from previously established loan loss reserves authorized under our ALLL methodology also reduce the ALLL. Additions to the ALLL are established through the provision for loan and lease losses charged to expense. The ALLL methodology consists of (i) specific reserves established for probable losses on individual loans for which the recorded investment in the loan exceeds the present value of expected future cash flows or the net realizable value of the underlying collateral, if collateral dependent, (ii) a general reserve based on a historical loss analysis that uses credit loss experience for the prior 20 quarters for each loan category, and (iii) the impact of other internal and external qualitative and credit market factors as assessed by management through detailed loan review, ALLL analysis and credit discussions. The Company refined its ALLL methodology in 2017, with implementation of management factor classifications for newer loan portfolios, such as the Company’s purchase of home equity lines of credit (“HELOCs”) in 2017 and the expanded business development company loan portfolio, as these portfolios had not been outstanding long enough to be sufficiently seasoned. In addition, the Company revised the risk weightings for the historical loss factors to allocate an increase in the loss factor applied in the earliest quarter, and a like reduction of the loss factor in the most recent quarter, as management believed the lower charge-off levels in the more recent quarters will likely not continue long-term. The Company refined its ALLL methodology again in 2018, as the Company determined that a minimum threshold of two basis points should be used for those quarters within the historical loss calculation with minimal or no losses incurred. In addition, a base line for reserves was set for economic conditions, past due and classified loans, loan portfolio/ concentrations, general and external factors. These factors are evaluated quarterly by the Bank’s ALLL Committee and the ASC 450 percentages are adjusted according to the overall bias in the individual factors (up, down or neutral). In the first quarter of 2018, these baseline levels were modified to establish floors and ceilings for each management factor. The establishment of floors and ceilings for management factors will allow management to evaluate changes to factors within prescribed guidelines and to remain consistent with factor determination in a stressed scenario, as a ceiling could be applied. The Company continued to enhance its ALLL methodology in 2019, with loan portfolio volume changes supporting revisions to the management factor related to portfolio volumes and concentrations. Lease portfolio growth of $40.9 million in 2019 supported an increase in the management factor related to the changes in the volume and concentrations for leases, and a decline in the construction portfolio of $38.8 million supported a decrease in the same management factor for construction loans. In addition, due to the falling interest rate environment, the management factors for variable rate commercial loans and HELOCs were reduced to become more commensurate with fixed rate commercial loan and HELOC products. Finally, as the purchased HELOC portfolio and the business development loans have been analyzed with a separate management factor for two years within the ALLL calculation, and there have been minimal HELOC charge-offs and no business development losses to date, these management factors were each reduced for the December 31, 2019 calculation. These modifications to the Company’s ALLL methodology are intended to more accurately reflect all portfolio risk, and resulted in a consistent balance for the overall unallocated component of the allowance over the past three years. The unallocated component of the allowance was $503,000 as of December 31, 2019, compared to $537,000 as of December 31, 2018 and $542,000 as of December 31, 2017. All calculations conform to GAAP. Premises and Equipment – Premises, furniture, equipment, and leasehold improvements are stated at cost less accumulated depreciation and amortization. Depreciation expense is determined by the straight-line method over the estimated useful lives of the assets. Leasehold improvements are amortized on a straight-line basis over the shorter of the life of the asset or the lease term including anticipated renewals. Rates of depreciation are generally based on the following useful lives: buildings, 25 to 40 years; building improvements, 3 to 15 years or longer under limited circumstances; and furniture and equipment, 3 to 10 years. Gains and losses on dispositions are included in other noninterest income in the Consolidated Statements of Income. Maintenance and repairs are charged to operating expenses as incurred, while improvements that conform to definitions of tangible property improvements are capitalized and depreciated over the estimated remaining life. Other Real Estate Owned (“OREO”) – Real estate assets acquired in settlement of loans are recorded at the fair value of the property when acquired, less estimated costs to sell, establishing a new cost basis. Physical possession of residential real estate property collateralizing a consumer mortgage loan occurs when legal title is obtained upon foreclosure or when the borrower conveys all interest in the property to satisfy the loan through completion of a deed in lieu of foreclosure or through a similar legal agreement. Any deficiency between the net book value and fair value at the foreclosure or deed in lieu date is charged to the ALLL. Any reduction in OREO carrying value within 90 days of transfer to OREO would be charged to the ALLL. If the fair value of the property when acquired, less estimated costs to sell, is greater than the net book value of the loan, a gain on transfer is recorded. If a determination is made more than 90 days after the transfer to OREO that the fair value for the OREO property has declined, an OREO valuation allowance is established for the decrease between the recorded value and the updated fair value less costs to sell. Such declines are included in other noninterest expense 69 in the Consolidated Statements of Income. A subsequent reversal of an OREO valuation adjustment can occur, but the resultant carrying value cannot exceed the cost basis established at transfer of the loan to OREO. Operating costs after acquisition are also expensed. Mortgage Servicing Rights – The Bank is also involved in the business of servicing mortgage loans. Servicing activities include collecting principal, interest, and escrow payments from borrowers, making tax and insurance payments on behalf of the borrowers, monitoring delinquencies, executing foreclosure proceedings, and accounting for and remitting principal and interest payments to the investors. Mortgage servicing rights represent the right to a stream of cash flows and an obligation to perform specified residential mortgage servicing activities. Mortgage loans that the Company is servicing for others aggregated to $723.4 million and $711.1 million at December 31, 2019, and 2018, respectively. Mortgage loans that the Company is servicing for others are not included in the consolidated balance sheets. Fees received in connection with servicing loans for others are recognized as earned. Loan servicing costs are charged to expense as incurred. Servicing rights are recognized separately as assets when they are acquired through sales of loans and servicing rights are retained. Servicing rights are initially recorded at fair value with the effect recorded in net gains on sales of mortgage loans in the Consolidated Statements of Income. Fair value is based on market prices for comparable mortgage servicing contracts, when available, or alternatively, is based on a valuation model that calculates the present value of estimated future net servicing income. The valuation model incorporates assumptions that market participants would use in estimating future net servicing income, such as the cost to service, the discount rate, the custodial earnings rate, an inflation rate, ancillary income, prepayment speeds and default rates and losses. Servicing fee income, which is included in the Consolidated Statements of Income as mortgage servicing income, is recorded for fees earned for servicing loans. The fees are based on a contractual percentage of the outstanding principal or a fixed amount per loan and are recorded as income when earned. Under the fair value measurement method, the Company measures mortgage servicing rights at fair value at each reporting date, reports changes in fair value of servicing assets in earnings in the period in which the changes occur, and includes these changes in mortgage servicing rights mark to market in the Consolidated Statements of Income. The fair values of mortgage servicing rights are subject to significant fluctuations as a result of changes in estimated and actual prepayment speeds and default rates and losses. Bank-Owned Life Insurance (“BOLI”) – BOLI represents life insurance policies on the lives of certain Company employees (both current and former) for which the Company is the sole owner and beneficiary. These policies are recorded as an asset on the Consolidated Balance Sheets at their cash surrender value (“CSV”) or the amount that could be realized. The change in CSV is recorded as an increase in cash surrender value of bank-owned life insurance in the Consolidated Statements of Income in noninterest income. In addition, insurance proceeds received, net of the original premium investment, are recorded as death benefit realized on bank-owned life insurance in the Consolidated Statements of Income in noninterest income. Goodwill and Core Deposit Intangible – Goodwill is the excess of an acquisition’s purchase price over the fair value of identified net assets acquired in an acquisition. Goodwill is not deemed to have definitive life span, and therefore is not amortized, but is subject to annual review for impairment. The annual review performed is qualitative in nature, and factors reviewed include macroeconomic data, industry specific data, current market conditions, and the Company’s overall financial performance. Based on management’s annual review of goodwill as of December 31, 2019, no goodwill impairment was noted. The core deposit intangible (“CDI”) is being amortized on an accelerated method over a ten year estimated useful life. In 2018, CDI of $3.1 million was recorded stemming from the ABC Bank acquisition, which is discussed further in Note 2. As of December 31, 2019, $2.3 million of the ABC Bank CDI remained, which is in addition to the $366,000 of CDI remaining from the Talmer branch purchase. Total CDI amortization expense of $539,000, $387,000 and $96,000 was recorded in 2019, 2018 and 2017, respectively. The expected future annual amortization expense for each of the next five years is approximately $494,000, $459,000, $421,000, $379,000, and $331,000. Debt Issuance Costs – Costs associated with the issuance of debt are presented in the Consolidated Balance Sheet as a direct reduction from the carrying value of that debt liability. The deferred issuance costs are amortized over the life the related debt instrument, and included within the debt’s interest expense. 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 such matters that will have a material effect on the financial statements. Wealth Management – Assets held in a fiduciary or agency capacity for customers are not included in the consolidated financial statements as they are not assets of the Company or its subsidiaries. Fee income is included as a component of noninterest income in the Consolidated Statements of Income. Advertising Costs – All advertising costs incurred by the Company are expensed in the period in which they are incurred. 70 Equity Incentive Plan – Compensation cost is recognized for stock options and restricted stock awards issued to employees based upon the fair value of the awards at the date of grant. A binomial model is utilized to estimate the fair value of stock options, which utilizes assumptions for expected volatilities based on the previous five-year historical volatilities of the Company's common stock. Historical data is used to estimate option exercise rates and post-vesting termination behavior, and the risk-free interest rate for the expected term of the option is based on the Treasury yield curve in effect at the time of grant. The market price of the Company’s common stock at the date of grant is used for restricted stock awards, which include restricted stock units. Compensation cost is recognized over the required service period, generally defined as the vesting period. Once the award is settled, the Company would determine whether the cumulative tax deduction exceeded the cumulative compensation cost recognized in the Consolidated Statement of Income. The cumulative tax deduction would include both the deductions from the dividends and the deduction from the exercise or vesting of the award. If the tax benefit received from the cumulative deductions exceeds the tax effect of the recognized cumulative compensation cost, the excess would be recognized as a credit to income tax expense. Income Taxes – The Company files income tax returns in the U.S. federal jurisdiction, and in the states of Illinois, Indiana and Wisconsin. The provision for income taxes is based on income in the consolidated financial statements, rather than amounts reported on the Company’s income tax return. Income tax expense is the total of the current year income tax due or refundable and the change in deferred tax assets and liabilities. Any change in tax rates will be recorded in the period in which the law is enacted. Deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using the enacted tax rates that are expected to apply to taxable income in years in which those temporary differences are expected to be recovered or settled. As of December 31, 2019 and 2018, the Company evaluated tax positions taken for filings with the Internal Revenue Service and all state jurisdictions in which it operates. The Company believes that income tax filing positions will be sustained under examination and does not anticipate any adjustments that would result in a material adverse effect on the Company’s financial condition, results of operations, or cash flows. Accordingly, the Company has not recorded any reserves or related accruals for interest and penalties for uncertain tax positions at December 31, 2019 and 2018. The Company is currently open to audit under the statute of limitations by the Internal Revenue Service from 2016 to 2018, the state of Illinois from 2016 to 2018, and the states of Wisconsin and Indiana from 2009 to 2018. Earnings Per Common Share (“EPS”) – Basic EPS is computed by dividing net income applicable to common stockholders by the weighted-average number of common shares outstanding for the period. Diluted EPS is computed by dividing net income applicable to common stockholders by the weighted-average number of common shares outstanding plus the number of additional common shares that would have been outstanding if the dilutive potential shares had been issued. The Company’s potential common shares represent shares issuable under its long-term incentive compensation plans and under the common stock warrant originally issued to preferred stockholders. Such common stock equivalents are computed based on the treasury stock method using the average market price for the period. Treasury Stock – Treasury stock acquired is recorded at cost and is carried as a reduction of stockholders’ equity in the Consolidated Balance Sheets. Treasury stock issued is valued based on the “last in, first out” inventory method. The difference between the consideration received upon issuance and the carrying value is charged or credited to additional paid-in capital. Mortgage Banking Derivatives – As part of the ongoing residential mortgage business, the Company enters into mortgage banking derivatives such as forward contracts and interest rate lock commitments. The derivatives and loans held-for-sale are carried at fair value with the changes in fair value recorded in current earnings. The net gain or loss on mortgage banking derivatives is included in net gains on sales of loans in the Consolidated Statements of Income. Derivative Financial Instruments – The Company occasionally enters into derivative financial instruments as part of its interest rate risk management strategies. These derivative financial instruments consist primarily of interest rate swaps. The Company records all derivatives on the balance sheet at fair value. The accounting for changes in the fair value of derivatives depends on the intended use of the derivative and whether the Company has elected to designate a derivative as a hedging relationship and apply hedge accounting. A further consideration involves a determination on whether the hedging relationship has satisfied the criteria necessary to apply hedge accounting. Derivatives designated and qualifying as a hedge of the exposure to changes in the fair value of an asset, liability, or firm commitment attributable to a particular risk, such as interest rate risk, are considered fair value hedges. Hedge accounting generally provides for the matching of the timing of gain or loss recognition on the hedging instrument with the recognition of the changes in the fair value of the hedged asset or liability that are attributable to the hedged risk in a fair value hedge or the earnings effect of the hedged forecasted transactions in a cash flow hedge. The Company may enter into derivative contracts that are intended to economically hedge certain risks, even though hedge accounting does not apply or the Company elects not to apply hedge accounting. If it is determined that the derivative instrument is not highly effective as a hedge, hedge accounting is discontinued, and the adjustment to fair value of the derivative instrument is recorded in earnings. For a derivative used to hedge changes in cash flows associated with forecasted transactions, the gain or loss on the effective portion of the derivative is deferred and reported as a component of accumulated other comprehensive income, which is a component of stockholders’ equity, until such time the hedged transaction affects earnings. For 71 derivative instruments not accounted for as hedges, changes in fair value are recognized in noninterest income/expense. Counterparty risk with loan customers is managed through loan covenant agreements and, as such, does not have a significant impact on the fair value of the swaps. Counterparty risk with other banks is managed through bilateral collateralization agreements. Deferred gains and losses from derivatives not accounted for as hedges and that are terminated are amortized over the shorter of the original remaining term of the derivative or the remaining life of the underlying asset or liability. Comprehensive Income – Comprehensive income is the total of reported earnings for all other revenues, expenses, gains, and losses that are not reported in earnings under GAAP. The Company includes the following items, net of tax, in other comprehensive income in the Consolidated Statements of Comprehensive Income: (i) changes in unrealized gains or losses on securities available-for-sale, (ii) changes in unrealized gains or losses on securities held-to-maturity established upon transfer from securities available-for-sale and (iii) the effective portion of a derivative used to hedge cash flows. Recent Accounting Pronouncements – The following is a summary of recent accounting pronouncements that have impacted or could potentially affect the Company: In February 2016, the FASB issued ASU No. 2016-02 “Leases (Topic 842).” This ASU was issued to increase transparency and comparability among organizations by recognizing lease assets and liabilities on the balance sheet and disclosing key information about leasing arrangements. One key revision from prior guidance was to include operating leases within assets and liabilities recorded; another revision was to create a new model to follow for sale-leaseback transactions. The impact of this pronouncement primarily affected lessees, as virtually all of their assets will be recognized on the balance sheet, by recording a right of use asset and lease liability. This pronouncement is effective for fiscal years beginning after December 15, 2018. In July 2018, the FASB issued ASU No. 2018-11, “Leases (Topic 842): Targeted Improvements” which provided additional guidance on the transition method, including application as a cumulative-effect adjustment to equity and practical expedients to use when accounting for lease components. The Company adopted this standard as of January 1, 2019, and recorded right of use assets of $817,000 with a like lease liability, recorded to other assets and other liabilities, respectively. As of December 31, 2019, the right of use assets and lessee lease liability both totaled $3.3 million. The Company also recorded leases receivable related to lessor leases of $174,000 as of January 1, 2019, which is within other assets, with a like entry to lease liabilities for the lessor position, recorded within other liabilities. These tenant leases receivable balances and lessor lease liabilities both totaled $77,000 as of December 31, 2019. There was no impact to equity for the adoption of this standard on a modified retrospective basis. In June 2016, the FASB issued ASU No. 2016-13 “Measurement of Credit Losses on Financial Instruments (Topic 326)”, also known as Current Expected Credit Losses, or “CECL”. ASU 2016-13 was issued to provide financial statement users with more useful information about the expected credit losses on financial instruments and other commitments to extend credit held by a reporting entity at each reporting date to enhance the decision making process. The new methodology to be used should reflect expected credit losses based on relevant vintage historical information, supported by reasonable forecasts of projected loss given defaults, which will affect the collectability of the reported amounts. This new methodology will also require available-for-sale debt securities to have a credit loss recorded through an allowance rather than write-downs through an other than temporary impairment analysis. In addition, an allowance will be established for the credit risk related to unfunded commitments. ASU 2016-13 is effective for financial statements issued for fiscal years beginning after December 15, 2019, and was adopted as of January 1, 2020, by the Company. Upon issuance of ASU 2016-13, the Company set up a CECL committee, with the goal of establishing a timeline for CECL data collection, implementation, parallel runs, testing, and model validation. The Company has implemented a software solution provided by a third party vendor to assist in the determination of the allowance for credit losses (“ACL”), and the third party validation process was completed in the fourth quarter of 2019. The Company has accumulated historical data by loan pools and collateral classifications. All historical data, model assumptions and calculation parameters were analyzed by the third party validation team, and management has made enhancements to the software model used based on their recommendations. Our approach for estimating expected life-time credit losses for loans includes the following components: • An initial forecast period of one year for all portfolio segments and off-balance-sheet credit exposures. This period reflects management’s expectation of losses based on forward-looking economic scenarios over that time. • A historical reversion loss forecast period covering the remaining contractual life, adjusted for prepayments, by portfolio segment based on the historical loss rate of loans within those segments. • The initial loss forecast period and historical reversion loss rate is based on economic conditions at the measurement date. • We primarily utilized the static pool and migration analysis methods to estimate credit losses. Such methods would obtain estimated life-time credit losses using the conceptual components described above. Based on our portfolio composition at December 31, 2019, and the current economic environment, we expect an overall increase in our ACL for loans and leases of approximately $4.0 to $6.0 million. In addition, a reserve for unfunded commitments has been established of approximately $1.5 to $2.5 million. Approximately $2.5 million of the increase to the ACL results from the transfer of the non- accretable purchase accounting adjustments on purchase credit impaired loans. As a result of the adoption of this new standard on January 1, 2020, we expect a reduction to retained earnings of approximately $3.0 to $5.0 million. The initial impact estimated by management 72 and subsequent reporting periods is highly dependent on credit quality, macroeconomic forecasts and conditions, as well as the composition of our loans and available-for-sale securities portfolio. The ultimate ACL and retained earnings transition adjustment may fall outside of management’s estimated increase due to a material change in management’s macroeconomic forecast, loan composition and other management adjustments used in calculating the ACL upon the adoption of CECL. The Company is finalizing internal control processes and disclosure documentation related to adoption of this standard, which will be completed prior to the end of the first quarter of 2020. In October 2018 the FASB issued ASU No. 2018-16 “Derivatives and Hedging (Topic 815): Inclusion of the Secured Overnight Financing Rate (SOFR) Overnight Index Swap (OIS) Rate as a Benchmark Interest Rate for Hedge Accounting.” ASU 2018-16 adds the SOFR overnight index swap rate to the list of United States (U.S.) benchmark rates eligible for hedge accounting purposes, which is the fourth rate permissible to be used as a U.S. benchmark rate. This guidance is effective for annual and interim periods beginning after December 15, 2018, and we do not expect this guidance to have a material impact on the financial condition or liquidity of the Company. Subsequent Events On January 21, 2020, the Company’s Board of Directors declared a cash dividend of $0.01 per share payable on February 10, 2020, to stockholders of record as of January 31, 2020. On January 28, 2020, the Company issued a redemption notice with respect to its 7.80% subordinated debentures due June 30, 2033 (the “Subordinated Debentures”) relating to the outstanding 7.80% cumulative trust preferred securities (NASDAQ: OSBCP) (the “Trust Securities”) issued by Old Second Capital Trust I (“Trust I”), which are guaranteed on a subordinated basis by the Company. An aggregate principal amount of Subordinated Debentures of $32,604,000 was redeemed on March 2, 2020, plus accrued and unpaid interest through the redemption date. Also on March 2, 2020 all of the outstanding Trust Securities were redeemed at a redemption price of $10.00 per Trust Security, which reflects 100% of the liquidation amount, plus accrued and unpaid distributions through the redemption date. In connection with the redemption, the Trust Securities were delisted from The Nasdaq Stock Market. Note 2: Acquisitions Greater Chicago Financial Corp. and ABC Bank Acquisition On April 20, 2018, the Company acquired Greater Chicago Financial Corp. (“GCFC”) and its wholly-owned subsidiary, ABC Bank, which operated four branches in the Chicago metro area. In addition to the acquisition price of $41.1 million, the Company retired the convertible and nonconvertible debentures held by GCFC upon acquisition, which totaled $6.6 million, including interest due. The purchase and the retirement of the debentures was funded with the Company’s cash on hand, and all GCFC common stock was retired and cancelled simultaneous with the close of the transaction. The Company acquired $227.6 million of loans, net of purchase accounting adjustments, and $248.5 million of deposits, net of purchase accounting adjustments for time deposits. Purchase accounting adjustments recorded include a loan valuation mark of $11.2 million, a core deposit intangible of $3.1 million, a fixed asset valuation adjustment of $1.5 million, and goodwill of $10.2 million. In addition, a deferred tax asset of $3.5 million was recorded as of the date of acquisition based on analysis of the fair value of assets acquired, less liabilities assumed. None of the $10.2 million recorded as goodwill is expected to be deductible for tax purposes. Acquisition related costs incurred by the Company for the year ended December 31, 2018, totaled $3.5 million, pre-tax, and included $1.1 million of salaries and employee benefits related expenses, and $1.8 million of data processing, computer and ATM related conversion costs. Acquisition costs incurred for the year ending December 31, 2017, related to the merger with GCFC were $65,000, and were expensed as incurred. 73 The assets and liabilities associated with the acquisition of GCFC were recorded in the Consolidated Balance Sheets at their estimated fair values as of the acquisition date. In many cases the determination of these fair values required management to make estimates about discount rates, future expected cash flows, market conditions and other future events that are highly subjective in nature. The following table shows the estimated fair value of the assets acquired and liabilities assumed as of April 20, 2018. All amounts have been accounted for under the acquisition method of accounting. GCFC/ABC Bank Acquisition Summary As of Date of Acquisition Assets Cash and due from banks Interest bearing deposits with financial institutions Securities available-for-sale, at fair value Federal funds sold FHLBC stock Loans Premises and equipment Other real estate owned Goodwill and core deposit intangible Deferred tax assets, net Other assets Total assets Liabilities Noninterest bearing demand Savings, NOW and money market Time Total deposits Securities sold under repurchase agreements Other short-term borrowings Notes payable and other borrowings Other liabilities Total liabilities Cash consideration paid Total Liabilities Assumed and Cash Consideration Paid for Acquisition April 20, 2018 6,669 500 72,091 4,300 1,549 227,594 5,339 401 13,280 3,459 1,767 336,949 58,005 91,494 98,999 248,498 5,623 10,875 23,367 1,406 289,769 47,180 336,949 $ $ $ $ Loans acquired in the GCFC acquisition were initially recorded at fair value with no separate allowance for loan losses. The Company reviewed the loans at acquisition to determine which loans should be considered PCI loans, defining impaired loans as those that were either not accruing interest or exhibited credit risk factors consistent with nonperforming loans at the acquisition date, or non-PCI loans, as addressed in the Company’s significant accounting policies. The following table represents the acquired loans as of date of acquisition and as of December 31, 2019: ABC Bank Acquired Loans Fair Value Contractually required principal and interest payments Best estimate of contractual cash flows not expected to be collected Best estimate of contractual cash flows expected to be collected $ Talmer Bank and Trust Branch Purchase April 20, 2018 Non-PCI PCI 11,360 $ 19,447 6,537 12,910 216,234 $ 220,308 2,511 217,797 December 31, 2019 PCI Non-PCI 8,601 $ 13,254 3,970 9,284 126,482 127,630 500 127,130 On October 28, 2016, the Bank completed the acquisition of the Chicago branch of Talmer Bank and Trust, the banking subsidiary of Talmer Bancorp, Inc. (“Talmer”). As a result of this transaction, the Bank acquired $221.0 million of loans, net of fair value adjustment, and $48.9 million of deposits. The purchase resulted in the Company establishing a metropolitan Chicago office presence with a strong commercial client focus, and retention of an experienced lending team. The acquisition was funded with security sales and cash on hand, and was recorded applying the acquisition method of accounting. Net assets acquired totaled $181.5 million. Acquisition expenses incurred in 2016 related to the Talmer branch purchase totaled $269,000 as of December 31, 2016; all material acquisition costs identified were paid or accrued as of year-end 2016. 74 Note 3: Cash and Due from Banks The Bank is required to maintain reserve balances with the FRBC. As of December 31, 2019 and 2018, the required reserve balance was $12.4 million and $10.8 million, respectively. The nature of the Company’s business requires that it maintain amounts with other banks and federal funds which, at times, may exceed federally insured limits. Management monitors these correspondent relationships, and the Company has not experienced any losses in such accounts. Note 4: Securities Investment Portfolio Management The following table summarizes the amortized cost and fair value of the securities portfolio at December 31, and the corresponding amounts of gross unrealized gains and losses were as follows: 2019 Securities available-for-sale U.S. Treasury U.S. government agencies U.S. government agencies mortgage-backed States and political subdivisions Collateralized mortgage obligations Asset-backed securities Collateralized loan obligations Total securities available-for-sale 2018 Securities available-for-sale U.S. Treasury U.S. government agencies U.S. government agencies mortgage-backed States and political subdivisions Collateralized mortgage obligations Asset-backed securities Collateralized loan obligations Total securities available-for-sale Gross Gross Amortized Unrealized Unrealized Cost Gains Losses Fair Value $ $ 4,010 $ 8,502 16,164 240,399 57,059 82,114 66,898 475,146 $ 26 $ - 443 11,207 963 617 29 13,285 $ - $ (165) (19) (2,431) (38) (887) (243) (3,783) $ 4,036 8,337 16,588 249,175 57,984 81,844 66,684 484,648 Amortized Cost Gross Gross Unrealized Unrealized Gains Losses $ $ 4,006 $ 11,112 14,407 277,112 66,494 108,574 65,162 546,867 $ - $ - 45 1,916 79 1,165 24 3,229 $ (83) $ (161) (377) (4,961) (2,144) (225) (897) (8,848) $ Fair Value 3,923 10,951 14,075 274,067 64,429 109,514 64,289 541,248 Nonmarketable equity investments include FHLBC stock and FRBC stock. FHLBC stock was $3.7 million and $7.2 million at December 31, 2019 and December 31, 2018, respectively. FRBC stock was $6.2 million at December 31, 2019 and December 31, 2018. Our FHLBC stock is necessary to maintain access to FHLBC advances. Securities valued at $320.8 million as of December 31, 2019, an increase from $318.4 million at year-end 2018 were pledged to secure deposits and borrowings, and for other purposes. 75 The fair value, amortized cost and weighted average yield of debt securities at December 31, 2019, by contractual maturity, were as follows in the table below. Securities not due at a single maturity date are shown separately. Securities available-for-sale Due in one year or less Due after one year through five years Due after five years through ten years Due after ten years Mortgage-backed and collateralized mortgage obligations Asset-backed securities Collateralized loan obligations Total securities available-for-sale Amortized Cost Weighted Average Yield $ $ 509 6,297 4,727 241,378 252,911 73,223 82,114 66,898 475,146 2.03 % 2.11 3.49 3.02 3.00 3.28 2.99 4.28 3.22 % $ $ Fair Value 510 6,411 5,076 249,551 261,548 74,572 81,844 66,684 484,648 At December 31, 2019, the Company’s investments include asset-backed securities totaling $54.9 million that are backed by student loans originated under the Federal Family Education Loan program (“FFEL”). Under the FFEL, private lenders made federally guaranteed student loans to parents and students. While the program was modified several times before elimination in 2010, FFEL securities are generally guaranteed by the U.S. Department of Education (“DOE”) at not less than 97% of the principal amount of the loans. The guarantee will reduce to 85% if the DOE receives reimbursement requests in excess of 5% of insured loans; reimbursement will drop to 75% if reimbursement requests exceed 9% of insured loans. As of December 31, 2019, the likelihood of the decrease in the government guarantee was minimal as the average rate of reimbursement for 2019 was less than 1.0%. The Company has accumulated the securities of the following two different originators that individually amount to over 10% of the Company’s stockholders equity. The amortized cost and fair value of securities related to these two issuers are as follows: Issuer GCO Education Loan Funding Corp Towd Point Mortgage Trust December 31, 2019 Fair Value Amortized Cost 27,873 33,551 $ $ 27,470 34,322 Securities with unrealized losses at December 31, aggregated by investment category and length of time that individual securities have been in a continuous unrealized loss position, were as follows: 2019 Securities available-for-sale U.S. government agencies U.S. government agencies mortgage-backed States and political subdivisions Collateralized mortgage obligations Asset-backed securities Collateralized loan obligations Total securities available-for-sale 2018 Securities available-for-sale U.S. Treasuries U.S. government agencies U.S. government agencies mortgage-backed States and political subdivisions Collateralized mortgage obligations Asset-backed securities Collateralized loan obligations Total securities available-for-sale Less than 12 months in an unrealized loss position Fair Value Number of Unrealized Securities Losses 12 months or more in an unrealized loss position Fair Value - $ 3 6 2 4 4 19 $ - $ 10 1,665 26 839 62 - 3,018 41,043 9,054 54,540 21,927 2,602 $ 129,582 Number of Unrealized Securities Losses 4 $ 2 2 2 1 4 15 $ 165 $ 9 766 12 48 181 1,181 $ 165 $ Fair Value Number of Unrealized Securities Losses 4 $ 5 8 4 5 8 34 $ 19 2,431 38 887 243 8,337 3,861 47,636 10,263 57,778 46,947 3,783 $ 174,822 8,337 843 6,593 1,209 3,238 25,020 45,240 Total Less than 12 months in an unrealized loss position Fair 12 months or more in an unrealized loss position Fair Number of Unrealized $ Number of Unrealized Securities Losses - - 100 3 - - 126 4 309 2 - - 7 721 16 $ $ Value Securities Losses 83 $ 61 377 4,835 1,835 225 176 - 7,385 - 17,713 15,211 - 46,547 1,256 $ 86,856 Value Securities Losses 83 $ 161 377 4,961 2,144 225 897 3,923 3,566 11,439 110,326 43,687 16,473 7,824 7,592 $ 197,238 1 1 11 33 10 4 1 61 $ 1 4 11 37 12 4 8 77 $ $ Fair Value 3,923 $ 10,951 11,439 128,039 58,898 16,473 54,371 8,848 $ 284,094 Number of Unrealized Total Recognition of other-than-temporary impairment was not necessary in the years ended December 31, 2019, 2018 or 2017. The changes in fair value related primarily to interest rate fluctuations. The Company’s review of other-than-temporary impairment confirmed no credit quality deterioration. 76 The following table presents net realized gains (losses) on securities available-for-sale for the years ended: Years ended December 31, Securities available-for-sale Proceeds from sales of securities Gross realized gains on securities Gross realized losses on securities Net realized gains Income tax expense on net realized gains Effective tax rate applied Note 5: Loans Major classifications of loans were as follows as of December 31, were as follows: Commercial Leases Real estate - commercial Real estate - construction Real estate - residential HELOC Other 1 Total loans, excluding deferred loan costs and PCI loans Net deferred loan costs Total loans, excluding PCI loans PCI loans, net of purchase accounting adjustments Total loans 1 The “Other” class includes consumer loans and overdrafts. 2017 2019 2018 $ 191,298 $ 94,663 $ 232,462 2,367 (1,893) 474 (198) 41.8 % 5,521 (1,010) 4,511 $ (1,267) $ 28.1 % 369 (9) 360 $ (100) $ 27.8 % $ $ 2019 2018 332,842 119,751 865,599 69,617 396,901 123,457 12,258 1,920,425 1,786 1,922,211 8,601 1,930,812 $ $ 314,323 78,806 820,941 108,390 407,068 140,442 14,439 1,884,409 1,653 1,886,062 10,965 1,897,027 $ $ There are no significant concentrations of loans where the customers’ ability to honor loan terms is dependent upon a single economic sector although the real estate related categories listed above represent 75.4% and 77.9% of the portfolio at December 31, 2019, and December 31, 2018, respectively. 77 Aged analysis of past due loans by class of loans as of December 31, were as follows: 2019 Commercial Leases Real estate - commercial Owner occupied general purpose Owner occupied special purpose Non-owner occupied general purpose Non-owner occupied special purpose Retail properties Farm Real estate - construction Homebuilder Land Commercial speculative All other Real estate - residential Investor Multi-family Owner occupied HELOC Other 1 Total, excluding PCI loans $ PCI loans, net of purchase accounting adjustments 261 Total $ 9,379 $ 90 Days or Greater Past Total Past Due 2,103 $ 81 Due 4,299 $ 443 Current Nonaccrual Total Loans 328,399 $ 118,979 144 $ 329 332,842 $ 119,751 Recorded Investment 90 days or Greater Past Due and Accruing 2,132 128 - - 343 - - - - - - - - - - 18 - 2,411 852 1,064 - - 232 - - - 26 146,323 173,346 317,923 146,483 52,930 17,160 5,300 12,379 37,571 14,248 792 4,388 549 - 1,146 - - - - 93 149,526 178,586 319,536 146,483 54,076 17,392 5,300 12,379 37,571 14,367 266 1,710 4,801 803 28 70,051 187,995 128,650 121,110 13,997 788 68 2,572 1,544 19 71,105 189,773 136,023 123,457 14,044 2,545 $ 16,935 $ 1,892,844 $ 12,432 $ 1,922,211 $ - 261 5,377 2,963 8,601 2,545 $ 17,196 $ 1,898,221 $ 15,395 $ 1,930,812 $ - - 348 - - - - - - - - - - 20 - 2,628 - 2,628 60-89 Days Past Due 30-59 Days Past Due $ 1,271 $ 362 1,725 512 626 - - 232 - - - 26 141 10 3,450 735 28 9,118 $ 925 $ - 686 340 95 - - - - - - - 125 1,700 1,351 50 - 5,272 $ - 5,272 $ 2018 Commercial Leases Real estate - commercial Owner occupied general purpose Owner occupied special purpose Non-owner occupied general purpose Non-owner occupied special purpose Retail properties Farm Real estate - construction Homebuilder Land Commercial speculative All other Real estate - residential Investor Multi-family Owner occupied HELOC Other 1 Total, excluding PCI loans PCI loans, net of purchase accounting adjustments Total 30-59 Days Past Due $ 58 $ 90 Days or 60-89 Days Greater Past Total Past Due Past Due Due Current - $ - 352 $ - 410 $ - 313,913 $ 78,806 Recorded Investment 90 days or Greater Past Due and Nonaccrual Total Loans Accruing 361 - 314,323 $ 78,806 - $ - - 1,768 826 2,832 - - - - 266 - - 801 545 1,241 775 53 9,165 $ 1,452 $ 10,617 $ $ - 135 203 - 620 - - - - - 156 - 705 - 5 1,824 $ - 1,824 $ 33 - - - - - - - 350 - - 179 - - 3 1,801 961 3,035 - 620 - - 266 350 - 160,892 192,426 286,115 106,036 45,968 13,778 5,102 2,478 55,060 45,028 1,579 395 4,236 3,099 - - - - - 106 164,272 193,782 293,386 109,135 46,588 13,778 5,102 2,744 55,410 45,134 957 724 1,946 775 61 69,148 195,504 135,360 138,801 16,000 353 - 3,076 866 31 70,458 196,228 140,382 140,442 16,092 917 $ 11,906 $ 1,860,415 $ 13,741 $ 1,886,062 $ - 1,452 7,248 2,265 10,965 917 $ 13,358 $ 1,867,663 $ 16,006 $ 1,897,027 $ 36 - - - - - - - 355 - - 180 - - 3 935 - 935 1 The “Other” class includes consumer loans, overdrafts and net deferred costs. Credit Quality Indicators: The Company categorizes loans into credit risk categories based on current financial information, overall debt service coverage, comparison against industry averages, historical payment experience, and current economic trends. This analysis includes loans with outstanding balances or commitments greater than $50,000 and excludes homogeneous loans such as home equity lines of credit and residential mortgages. Loans with a classified risk rating are reviewed quarterly regardless of size or loan type. The Company uses the following definitions for classified risk ratings: 78 Special Mention. Loans classified as special mention have a potential weakness that deserves management’s close attention. If left uncorrected, these potential weaknesses may result in deterioration of the repayment prospects for the loan at some future date. Substandard. Loans classified as substandard are inadequately protected by the current net worth and paying capacity of the obligor or of the collateral pledged, if any. Loans so classified have a well-defined weakness or weaknesses that jeopardize the liquidation of the debt. They are characterized by the distinct possibility that the institution will sustain some loss if the deficiencies are not corrected. Doubtful. Loans classified as doubtful have all the weaknesses inherent in those classified as substandard, with the added characteristic that the weaknesses make collection or liquidation in full, on the basis of currently existing facts, conditions, and values, highly questionable and improbable. Credits that are not covered by the definitions above are pass credits, which are not considered to be adversely rated. Credit Quality Indicators by class of loans as of December 31, were as follows: 2019 Commercial Leases Real estate - commercial Owner occupied general purpose Owner occupied special purpose Non-owner occupied general purpose Non-owner occupied special purpose Retail Properties Farm Real estate - construction Homebuilder Land Commercial speculative All other Real estate - residential Investor Multi-Family Owner occupied HELOC Other 1 Total, excluding PCI loans $ PCI loans, net of purchase accounting adjustments Total $ $ Pass 307,948 119,045 144,292 171,444 315,340 142,958 52,342 15,155 5,300 12,379 37,571 14,105 Special Mention $ 13,206 377 Substandard2 11,688 329 $ $ Doubtful $ - - 2,967 2,663 416 3,525 588 1,027 - - - - - 1,710 134 12 - 26,625 261 26,886 $ $ 2,267 4,479 3,780 - 1,146 1,210 - - - 262 1,390 503 3,631 1,969 359 33,013 7,767 40,780 $ $ - - - - - - - - - - - - - - - - - - Total 332,842 119,751 149,526 178,586 319,536 146,483 54,076 17,392 5,300 12,379 37,571 14,367 71,105 189,773 136,023 123,457 14,044 $ 1,922,211 8,601 $ 1,930,812 69,715 187,560 132,258 121,476 13,685 1,862,573 573 1,863,146 $ $ 79 2018 Commercial Leases Real estate - commercial Owner occupied general purpose Owner occupied special purpose Non-owner occupied general purpose Non-owner occupied special purpose Retail Properties Farm Real estate - construction Homebuilder Land Commercial speculative All other Real estate - residential Investor Multi-Family Owner occupied HELOC Other 1 Total, excluding PCI loans $ PCI loans, net of purchase accounting adjustments Total $ $ Pass 305,993 78,806 157,334 186,218 284,818 104,526 44,805 11,307 5,102 2,744 55,410 42,524 Special Mention $ 8,193 - 1,660 3,429 202 1,510 - 1,249 - - - - 69,242 195,249 135,858 138,553 16,061 1,834,550 907 1,835,457 $ $ - - - - - 16,243 2,906 19,149 $ $ Substandard2 137 - $ $ Doubtful $ - - Total 314,323 78,806 164,272 193,782 293,386 109,135 46,588 13,778 5,102 2,744 55,410 45,134 70,458 196,228 140,382 140,442 16,092 $ 1,886,062 10,965 $ 1,897,027 5,278 4,135 8,366 3,099 1,783 1,222 - - - 2,610 1,216 979 4,524 1,889 31 35,269 7,152 42,421 $ $ - - - - - - - - - - - - - - - - - - 1 The “Other” class includes consumer, overdrafts and net deferred costs. 2 The substandard credit quality indicator includes both potential problem loans that are currently performing and nonperforming loans. The Company had $831,000 and $448,000 in consumer mortgage loans in the process of foreclosure as of December 31, 2019 and December 31, 2018, respectively. 80 Impaired loans, which include nonaccrual loans and troubled debt restructurings, by class of loan as of December 31, were as follows: 2019 Unpaid Recorded Principal Investment Balance Unpaid Related Principal Recorded Allowance Investment Balance Related Allowance 2018 $ - $ 70 - $ 73 - $ - - $ - - $ - With no related allowance recorded Commercial Leases Commercial real estate Owner occupied general purpose Owner occupied special purpose Non-owner occupied general purpose Non-owner occupied special purpose Retail properties Farm Construction Homebuilder Land Commercial speculative All other Residential Investor Multi-Family Owner occupied HELOC Other 1 Total impaired loans with no recorded allowance With an allowance recorded Commercial Leases Commercial real estate Owner occupied general purpose Owner occupied special purpose Non-owner occupied general purpose Non-owner occupied special purpose Retail properties Farm Construction Homebuilder Land Commercial speculative All other Residential Investor Multi-Family Owner occupied HELOC Other 1 Total impaired loans with a recorded allowance Total impaired loans, excluding PCI loans $ PCI loans, net of purchase accounting adjustments Total impaired loans $ 861 1,573 444 - 1,146 - - - - 93 872 68 2,924 1,394 2 9,447 144 259 106 2,815 159 - - - - - - - 915 2,069 471 - 1,183 - - - - 132 1,022 68 4,415 1,866 3 12,217 147 259 106 2,815 170 - - - - - - - - - - - - - - - - - - - - - - - 93 100 1 815 14 - - - - - - - 1,659 395 1,138 - - - - - - 49 353 - 3,359 884 7 7,844 - - 396 - 3,098 3,099 - - - - - 57 1,782 530 1,159 - - - - - - 73 459 - 4,882 1,003 7 9,895 - - 396 - 4,038 3,575 - - - - - 58 787 - 3,249 1,034 17 8,570 18,017 $ 2,624 20,641 $ 787 - 3,251 1,035 19 8,589 20,806 $ 4,686 25,492 $ 10 - 40 56 6 1,135 1,135 $ 77 1,212 $ 808 - 3,676 1,357 24 12,515 20,359 $ - 20,359 $ 808 - 3,679 1,357 25 13,936 23,831 $ - 23,831 $ - - - - - - - - - - - - - - - - - - - - 3 - 97 139 - - - - - 1 4 - 46 49 13 352 352 - 352 1 The “Other” class includes consumer loans and overdraft. 81 Average recorded investment and interest income recognized on impaired loans by class of loan for the years ending December 31, were as follows: Year Ended December 31, 2019 Year Ended December 31, 2018 Year Ended December 31, 2017 Average Recorded Interest Income Average Recorded Interest Income Average Recorded Interest Income Investment Recognized Investment Recognized Investment Recognized $ $ - 35 - $ - $ - 89 - $ - 120 272 $ With no related allowance recorded Commercial Lease Commercial real estate Owner occupied general purpose Owner occupied special purpose Non-owner occupied general purpose Non-owner occupied special purpose Retail properties Farm Construction Homebuilder Land Commercial speculative All other Residential Investor Multi-Family Owner occupied HELOC Other 1 Total impaired loans with no recorded allowance With an allowance recorded Commercial Leases Commercial real estate Owner occupied general purpose Owner occupied special purpose Non-owner occupied general purpose Non-owner occupied special purpose Retail properties Farm Construction Homebuilder Land Commercial speculative All other Residential Investor Multi-Family Owner occupied HELOC Other 1 Total impaired loans with a recorded allowance Total impaired loans, excluding PCI loans PCI loans, net of purchase accounting adjustments Total impaired loans $ $ 1,260 984 791 - 573 - - - - 71 613 34 3,141 1,139 5 8,646 72 129 251 1,408 1,628 1,550 - - - - - 28 6 - - - - - - - - - 8 - 43 5 - 62 - - 13 - 4 - - - - - - - 1,057 369 1,150 - 541 - - - - 125 362 2,362 4,283 1,005 7 11,350 - - 198 - 1,549 1,549 - - - - - 29 8 - - - - - - - - - - - 39 1 - 48 - - 29 - - - - - - - - - 1,168 364 1,453 507 1,130 - - - 37 204 1,106 2,362 7,516 1,804 4 18,047 - - - - 123 - - - - - - - 798 - 3,462 1,196 20 10,542 19,188 1,312 20,500 $ $ 44 - 156 52 - 269 331 $ 818 - 3,560 1,171 12 8,886 20,236 132 463 $ - 20,236 $ $ 43 - 150 56 - 278 326 $ 414 - 2,123 493 - 3,153 21,200 - 326 $ - 21,200 $ $ - - - - - - - - - - - - - - 44 1 - 45 - - - - - - - - - - - - 43 - 123 35 - 201 246 - 246 1 The “Other” class includes consumer loans and overdrafts. Troubled debt restructurings (“TDRs”) are loans for which the contractual terms have been modified and both of these conditions exist: (1) there is a concession to the borrower and (2) the borrower is experiencing financial difficulties. Loans are restructured on a case-by- case basis during the loan collection process with modifications generally initiated at the request of the borrower. These modifications may include reduction in interest rates, extension of term, deferrals of principal, and other modifications. The Bank participates in the U.S. Department of the Treasury’s (the “Treasury”) Home Affordable Modification Program (“HAMP”) which gives qualifying homeowners an opportunity to refinance into more affordable monthly payments. 82 The specific allocation of the ALLL on a TDR is determined by either discounting the modified cash flows at the original effective rate of the loan before modification or is based on the underlying collateral value less costs to sell, if repayment of the loan is collateral- dependent. If the resulting amount is less than the recorded book value, the Bank either establishes a valuation allowance (i.e. specific reserve) as a component of the ALLL or charges off the impaired balance if it determines that such amount is a confirmed loss. This method is used consistently for all segments of the portfolio. Loans that were modified during the period are summarized as follows: Troubled debt restructurings Real estate - commercial Owner occupied general purpose Deferral1 Non-owner occupied general purpose Other2 Retail properties Other2 Real estate - residential Owner occupied HAMP3 HELOC Other2 Total Troubled debt restructurings Real estate - commercial Owner occupied general purpose Other2 Owner occupied special purpose Other2 Real estate - construction All other HAMP3 Real estate - residential Owner occupied HAMP3 Other2 HELOC HAMP3 Rate4 Other2 Total 1 Deferral: Refers to the deferral of principal 2 Other: Change of terms from bankruptcy court 3 HAMP: Home Affordable Modification Program 4 Rate: Refers to interest rate reduction TDR Modifications Year Ended December 31, 2019 # of contracts Pre-modification recorded investment Post-modification recorded investment 1 $ 421 $ 1 1 3 1 7 $ 58 1,159 399 39 2,076 $ 418 54 1,146 293 38 1,949 TDR Modifications Year Ended December 31, 2018 # of contracts Pre-modification recorded investment Post-modification recorded investment 396 46 56 443 29 115 24 600 1,709 1 $ 427 $ 110 58 502 34 117 24 622 1,894 $ 1 1 4 1 3 1 9 21 $ 83 TDRs are classified as being in default on a case-by-case basis when they fail to be in compliance with the modified terms. There were $39,000 of HELOC TDRs that defaulted during year 2019 and none during year 2018. The Bank had no commitments to borrowers whose loans were classified as impaired at December 31, 2019. The following table details the accretable discount on all of the Company’s purchased loans, both non-PCI loans and PCI loans as of December 31 were as follows: Beginning balance, January 1, 2019 Accretion Charge-offs Transfer Ending balance, December 31, 2019 Beginning balance, January 1, 2018 Purchases Accretion Transfer Ending balance, December 31, 2018 Accretable Discount - Non-PCI Loans Accretable Discount - PCI Loans Non- Accretable Discount - PCI Loans $ $ 1,867 (1,050) - - 817 $ $ 1,099 (413) (170) 6 522 $ $ 5,969 (606) (1,387) (6) 3,970 $ $ Total 8,935 (2,069) (1,557) - 5,309 Accretable Discount - Non-PCI Loans $ $ 835 3,182 (1,777) (373) 1,867 Accretable Discount - PCI Loans - 1,551 (424) (28) 1,099 $ $ Non- Accretable Discount - PCI Loans - 6,536 (434) (133) 5,969 $ $ Total 835 11,269 (2,635) (534) 8,935 $ $ Loans to principal officers, directors, and their affiliates, which are made in the ordinary course of business, as of December 31, were as follows: Beginning balance New loans Repayments and other reductions Change in related party status Ending balance Note 6: Allowance for Loan and Lease losses 2019 1,417 635 (1,025) (64) 963 $ $ 2018 1,524 89 (196) - 1,417 $ $ Changes in the ALLL by segment of loans based on method of impairment for the year ended December 31, 2019, were as follows: Allowance for loan and lease losses: Beginning balance Charge-offs Recoveries Provision (Release) Ending balance $ Commercial Leases 734 $ 49 - 577 1,262 2,832 109 74 218 3,015 $ $ $ $ Real Estate Real Estate Real Estate Commercial Construction Residential HELOC Other1 Total 1,931 118 103 99 2,015 1,449 338 172 (111) $ 1,172 969 9 1 (448) $ 513 10,470 1,019 684 1,040 11,175 621 409 200 225 637 19,006 2,051 1,234 1,600 19,789 $ $ $ $ $ $ $ $ Ending balance: Individually evaluated for impairment Ending balance: Collectively evaluated for impairment Ending balance: Acquired and accounted for ASC 310-30 Total ending allowance balance Loans: Ending balance: Individually evaluated for Impairment Ending balance: Collectively evaluated for impairment Ending balance: Acquired and accounted for ASC 310-30 Total ending loans balance $ $ $ $ 93 2,922 - 3,015 $ $ 100 1,162 - 1,262 144 332,698 - $ 329 119,422 - $ $ $ $ $ $ 830 10,285 60 11,175 7,104 858,495 3,420 $ $ $ - 513 - 513 93 69,524 600 50 1,965 - 2,015 $ $ 56 1,116 - 1,172 $ $ 6 614 17 637 $ $ 1,135 18,577 77 19,789 7,900 389,001 4,581 $ 2,428 121,029 - $ 19 14,025 - $ 18,017 1,904,194 8,601 332,842 $ 119,751 $ 869,019 $ 70,217 $ 401,482 $ 123,457 $ 14,044 $ 1,930,812 84 Changes in the ALLL by segment of loans based on method of impairment for the year ended December 31, 2018, were as follows: Real Estate Real Estate Real Estate Allowance for loan and lease losses: Beginning balance Charge-offs Recoveries Provision (Release) Ending balance $ Commercial Leases Commercial Construction Residential HELOC Other1 Total 923 $ $ (16) 35 (5) $ 1,446 147 364 (214) $ 1,449 9,522 1,548 447 2,049 10,470 1,146 (1,106) $ 1,931 2,453 41 157 263 2,832 692 13 - 55 734 579 409 265 186 621 17,461 2,097 2,414 1,228 19,006 $ (45) 1,846 969 $ $ $ $ $ $ $ $ $ Ending balance: Individually evaluated for impairment Ending balance: Collectively evaluated for impairment Ending balance: Acquired and accounted for ASC 310-30 Total ending allowance balance $ $ - 2,832 - 2,832 $ $ - 734 - 734 Loans: Ending balance: Individually evaluated for impairment Ending balance: Collectively evaluated for impairment Ending balance: Acquired and accounted for ASC 310-30 Total ending loan balance $ $ - 314,323 - 314,323 $ - 78,806 - $ 78,806 $ $ $ $ 239 10,231 - 10,470 9,785 811,156 4,182 825,123 $ $ $ $ 1 968 - 969 $ $ 50 1,881 - 1,931 $ $ 49 1,400 - 1,449 $ $ 13 608 - 621 $ $ 352 18,654 - 19,006 106 108,284 745 109,135 $ 8,196 398,872 6,038 $ 413,106 $ 2,241 138,201 - $ 140,442 $ 31 16,061 - $ 16,092 $ 20,359 1,865,703 10,965 $ 1,897,027 Changes in the ALLL by segment of loans based on method of impairment for the year ended December 31, 2017, were as follows: Allowance for loan and lease losses: Beginning balance Charge-offs Recoveries Provision Ending balance $ Commercial Leases 633 $ 215 - 274 692 1,629 25 30 819 2,453 $ $ Ending balance: Individually evaluated for impairment Ending balance: Collectively evaluated for impairment Total ending allowance balance $ $ - 2,453 2,453 $ $ - 692 692 Loans: Ending balance: Individually evaluated for impairment Ending balance: Collectively evaluated for impairment Total ending loan balance $ $ - 272,851 272,851 $ 178 68,147 $ 68,325 9,547 309 161 123 9,522 - 9,522 9,522 3,041 747,950 750,991 $ $ $ $ $ $ $ $ $ $ Real Estate Real Estate Real Estate Commercial Construction Residential HELOC Other1 $ $ $ $ $ 389 23 377 180 923 - 923 923 $ $ $ 2,178 1,347 980 35 1,846 53 1,793 1,846 $ $ $ 1,331 386 243 258 1,446 91 1,355 1,446 $ $ $ 451 $ 1 18 111 579 $ Total 16,158 2,306 1,809 1,800 17,461 - $ 579 579 $ 144 17,317 17,461 201 84,961 85,162 $ 14,575 298,822 $ 313,397 $ 2,110 110,723 $ 112,833 $ 7 $ 20,112 14,056 1,597,510 $ 14,063 $ 1,617,622 1 The “Other” class includes consumer loans, overdrafts and net deferred costs. Note 7: Other Real Estate Owned Details related to the activity in the other real estate owned (“OREO”) portfolio, net of valuation reserve, for the periods presented are itemized in the following table. Other real estate owned Balance at beginning of period Property additions, net of acquisition adjustments Property improvements Less: Proceeds from property disposals, net of participation purchase and of gains/losses Period valuation adjustments Other adjustments Balance at end of period Years Ended December 31, 2018 $ $ 8,371 3,316 59 3,990 581 - 7,175 2019 7,175 872 - 2,515 519 9 5,004 $ $ 2017 11,916 3,796 - 5,633 1,708 - 8,371 $ $ 85 Activity in the valuation allowance was as follows: Balance at beginning of period Provision for unrealized losses Reductions taken on sales Balance at end of period Expenses related to OREO, net of lease revenue includes: Gain on sales, net Provision for unrealized losses Operating expenses Less: Lease revenue Net OREO expense Note 8: Premises and Equipment Premises and equipment at December 31, were as follows: Twelve Months Ended December 31, 2018 2019 8,027 519 (1,834) 6,712 $ $ 8,208 581 (762) 8,027 $ $ 2017 9,982 1,708 (3,482) 8,208 Twelve Months Ended December 31, 2018 2017 2019 (264) 519 173 5 423 $ $ (792) 581 649 42 396 $ $ (474) 1,708 1,227 296 2,165 $ $ $ $ 2019 2018 Land Buildings Leasehold improvements Furniture and equipment $ Total Premises and Equipment $ Cost 18,501 43,457 2,314 47,696 111,968 $ Accumulated Depreciation/ Net Book Amortization Value - 24,912 399 42,303 67,614 18,501 $ 18,545 1,915 5,393 44,354 $ $ $ $ $ Accumulated Depreciation/ Net Book Amortization Value - 23,913 246 41,247 65,406 18,501 19,463 464 4,011 42,439 $ $ $ Cost 18,501 43,376 710 45,258 107,845 Note 9: Deposits Major classifications of deposits at December 31, were as follows: Noninterest bearing demand Savings NOW accounts Money market accounts Certificates of deposit of less than $100,000 Certificates of deposit of $100,000 through $250,000 Certificates of deposit of more than $250,000 Total deposits $ $ 2019 669,795 $ 307,015 425,792 282,478 227,578 151,279 62,812 2,126,749 $ 2018 618,830 304,400 425,878 310,390 230,781 159,953 66,441 2,116,673 86 The Company had $31.4 million and $30.4 million in brokered certificates of deposit as of December 31, 2019 and 2018, respectively. Deposits held by senior officers and directors, including their related interests, totaled $2.9 million and $1.6 million as of December 31, 2019 and 2018, respectively. At December 31, scheduled maturities of time deposits were as follows: 2020 2021 2022 2023 2024 Total time deposits Note 10: Borrowings The following table is a summary of borrowings as of December 31, were as follows: Securities sold under repurchase agreements Other short-term borrowings 1 Junior subordinated debentures 2 Senior notes Notes payable and other borrowings Total borrowings $ $ 354,394 51,594 18,125 9,948 7,608 441,669 2019 2018 48,693 48,500 57,734 44,270 6,673 205,870 $ $ 46,632 149,500 57,686 44,158 15,379 313,355 $ $ 1 Includes short-term FHLBC advances and the outstanding portion of an operating line of credit. 2 See Note 11: Junior Subordinated Debentures, below. The Company enters into deposit sweep transactions where the transaction amounts are secured by pledged securities. These transactions consistently mature within 1 to 90 days from the transaction date and are governed by sweep repurchase agreements. All sweep repurchase agreements are treated as financings secured by U.S. government agencies, collateralized mortgage obligations, mortgage- backed securities and/or highly-rated issues of State and political subdivisions, and had a carrying amount of $48.7 million and $46.6 million at December 31, 2019 and 2018, respectively. The fair value of the pledged collateral was $70.7 million and $72.8 million at December 31, 2019 and December 31, 2018, respectively. At December 31, 2019, there were no customers with secured balances exceeding 10% of stockholders’ equity. Total FHLBC advances are generally limited to the lower of 35% of total assets and the amount of acceptable collateral adjusted for applicable funding percentages as determined by the FHLBC. As of December 31, 2019, the Bank had outstanding advances in the amount of $48.5 million with a weighted average interest rate of 1.78%. As of December 31, 2018, the Bank had outstanding advances in the amount of $149.5 million with a weighted average interest rate of 2.50%. As of December 31, 2019, FHLBC stock owned by the Bank was valued at $3.7 million, the fair value of securities pledged to the FHLBC was $54.6 million, and the principal balance of loans pledged was $644.5 million. In 2018, the Bank assumed $23.4 million of long-term FHLBC advances with the ABC acquisition. At December 31, 2019, these advances have a total outstanding balance of $6.7 million and are scheduled to mature over the next 6.25 years with an interest rate of 2.83%. At December 31, 2018, these advances have a total outstanding balance of $15.3 million and were scheduled to mature over the next 7.25 years with interest rates ranging between 1.40% to 2.83%. Based on the total amount of securities and loans pledged, the Bank had total borrowing capacity of $491.7 million. Adjusting for the outstanding advances and letters of credit, the Bank had a remaining funding availability of $327.3 million on December 31, 2019. The Company also has $44.3 million of senior notes outstanding, net of deferred issuance costs, as of December 31, 2019 and $44.2 million as of December 31, 2018. The senior notes were issued in 2016, had an original maturity of ten years, and terms include interest payable semiannually at 5.75% for five years. Beginning December 31, 2021, the senior debt will pay interest at a floating rate, with interest payable quarterly at three month LIBOR plus 385 basis points. The notes are redeemable, in whole or in part, at the option of the Company, beginning with the interest payment date on December 31, 2021, and on any floating rate interest payment date thereafter, at a redemption price equal to 100% of the principal amount of the notes plus accrued and unpaid interest. As of December 31, 2019 and 2018, unamortized debt issuance costs related to the senior notes were $730,000 and $842,000, respectively, and are included as a reduction of the balance of the senior notes on the Consolidated Balance Sheets. These deferred issuance costs will be amortized to interest expense over the ten year term of the notes and included in the Consolidated Statements of Income. 87 Scheduled maturities and weighted average rates of borrowings for the years ended December 31, were as follows: 2019 Weighted Average 2018 Weighted Average 2019 2020 2021 2022 2023 2024 Thereafter Total borrowings Note 11: Junior Subordinated Debentures Balance Rate $ Balance Rate N/A 97,193 - - - - 108,677 $ 205,870 $ 196,132 N/A 1.85 % 8,500 - - - - - - - - 6.11 108,723 4.10 % $ 313,355 1.78 % 2.05 - - - - 6.07 3.28 % The Company completed the sale of $27.5 million of cumulative trust preferred securities by its unconsolidated subsidiary, Old Second Capital Trust I in June 2003. An additional $4.1 million of cumulative trust preferred securities were sold in July 2003. The costs associated with the issuance of the cumulative trust preferred securities are being amortized over 30 years. The trust preferred securities may remain outstanding for a 30-year term but, subject to regulatory approval, can be called in whole or in part by the Company after June 30, 2008, and can be exercised by the Company from time to time thereafter. When not in deferral, distributions on the securities are payable quarterly at an annual rate of 7.80%. The Company issued a new $32.6 million subordinated debenture to Old Second Capital Trust I in return for the aggregate net proceeds of this trust preferred offering. The interest rate and payment frequency on the debenture are equivalent to the cash distribution basis on the trust preferred securities. On January 28, 2020, the Company issued a redemption notice with respect to its 7.80% subordinated debentures due June 30, 2033 (the “Subordinated Debentures”) relating to the outstanding 7.80% cumulative trust preferred securities (NASDAQ: OSBCP) (the “Trust Securities”) issued by Old Second Capital Trust I (“Trust I”), which are guaranteed on a subordinated basis by the Company. An aggregate principal amount of Subordinated Debentures of $32,604,000 was redeemed on March 2, 2020, plus accrued and unpaid interest through the redemption date. Also on March 2, 2020, all of the outstanding Trust Securities were redeemed on at a redemption price of $10.00 per Trust Security, which reflects 100% of the liquidation amount, plus accrued and unpaid distributions through the redemption date. In connection with the redemption, the Trust Securities were delisted from The Nasdaq Stock Market. The Company sold an additional $25.0 million of cumulative trust preferred securities through a private placement completed by an additional, unconsolidated subsidiary, Old Second Capital Trust II, in April 2007. These trust preferred securities also mature in 30 years, but subject to the aforementioned regulatory approval, can be called in whole or in part on a quarterly basis commencing June 15, 2017. The quarterly cash distributions on the securities are fixed at 6.77% through June 15, 2017, and float at 150 basis points over three-month LIBOR thereafter. The Trust II issuance converted from fixed to float rate at three month LIBOR plus 150 basis points on June 16, 2017; as of December 31, 2019, the rate effective for the Trust II issuance was 4.40%. Upon conversion to a floating rate, a cash flow hedge was initiated which resulted in the total interest rate period on the debt of 4.37% as of December 31, 2018, compared to the rate paid prior to June 15, 2017 of 6.77%. The Company issued a new $25.8 million subordinated debenture to the Old Second Capital Trust II in return for the aggregate net proceeds of this trust preferred offering. The interest rate and payment frequency on the debenture are equivalent to the cash distribution basis on the trust preferred securities. Both of the debentures issued by the Company are disclosed on the Consolidated Balance Sheets as junior subordinated debentures and the related interest expense for each issuance is included in the Consolidated Statements of Income. As of December 31, 2019 and 2018, unamortized debt issuance costs related to the junior subordinated debentures were $644,000 and $692,000 respectively, and are included as a reduction to the balance of the junior subordinated debentures on the Consolidated Balance Sheets. Under the terms of the subordinated debentures issued to each of Old Second Capital Trust I and II, the Company is allowed to defer payments of interest for 20 quarterly periods without default or penalty, but such amounts continue to accrue. Also during a deferral period, the Company generally may not pay cash dividends on or repurchase its common stock or preferred stock. As of December 31, 2019, the Company is current on the payments due on these securities. 88 Note 12: Income Taxes Income tax expense (recovery) for the years ending December 31, were as follows: Current federal Current state Deferred federal Deferred state Recovery due to State of Illinois tax rate change Expense due to enactment of federal tax reform Total income tax expenses 2019 2018 2017 $ $ 4,815 $ 1,151 3,177 3,259 - - 12,402 $ - $ 84 6,226 3,614 - - 9,924 $ (2,407) - 11,724 1,938 (1,566) 9,475 19,164 The following were the components of the deferred tax assets and liabilities as of December 31: Allowance for loan and lease losses Deferred compensation Goodwill amortization/impairment Stock based compensation Business combination adjustments OREO write-downs Federal net operating loss (“NOL”) carryforward State NOL carryforward Other assets Total deferred tax assets Accumulated depreciation on premises and equipment Mortgage servicing rights Amortization of core deposit intangible State tax benefits Other liabilities Total deferred tax liabilities Net deferred tax asset before adjustments related to other comprehensive income Tax effect of adjustments related to other comprehensive (loss) income Net deferred tax asset 2019 2018 6,082 907 3,456 1,622 1,547 1,931 340 326 2,270 18,481 (746) (1,779) (144) (927) (1,637) (5,233) 13,248 (1,789) 11,459 $ $ 5,803 665 4,698 1,377 2,532 2,337 2,199 4,034 1,401 25,046 (443) (2,210) (130) (1,839) (741) (5,363) 19,683 1,597 21,280 $ $ On December 22, 2017, H.R.1, commonly known as the Tax Cuts and Jobs Act (the “Act”), was signed into law. Among other things, the Act reduced the corporate federal tax rate from 35% to 21% effective January 1, 2018. As a result, the Company was required to remeasure, through income tax expense, deferred tax assets and liabilities using the enacted rate at which these items are expected to recover or settle. The re-measurement of the Company’s net deferred tax asset resulted in additional income tax expense of approximately $9.5 million for the year ended December 31, 2017. The Company also re-measured the net deferred tax asset as a result of the Illinois income tax increase effective as of July 1, 2017. This resulted in a tax benefit of approximately $1.6 million for the year ended December 31, 2017. At December 31, 2019, the Company no longer has federal net operating loss carryforward. The Company had a $1.9 million state net operating loss carryforward which begins to expire in 2025. In addition, the Company had $1.6 million of recognized built-in loss carryforward, which is limited to $945,000 per year under IRC Section 382. 89 The components of the provision for deferred income tax expense for the years ending December 31, were as follows: Provision for loan and lease losses Deferred compensation Amortization of core deposit intangible Stock based compensation Business combination adjustments OREO write-downs Federal net operating loss carryforward State net operating loss carryforward Deferred tax credit Depreciation Mortgage servicing rights Goodwill amortization/impairment State tax benefits Other, net Total deferred tax expense 2019 2018 2017 (279) $ (242) 14 (245) 985 406 1,859 3,708 - 303 (431) 1,242 (912) 28 6,436 $ (426) $ (15) 957 (511) 927 48 5,041 2,986 - 59 124 1,389 (550) (189) 9,840 $ 1,680 85 574 80 - 2,725 12,122 715 2,058 (297) (674) 4,040 (1,738) 201 21,571 $ $ Effective tax rates differ from federal statutory rates applied to financial statement income for the years ended December 31, due to the following: Tax at statutory federal income tax rate Nontaxable interest income, net of disallowed interest deduction BOLI income State income taxes, net of federal benefit Stock based compensation Impact of Federal tax rate change Impact of Illinois tax rate change Other, net Total tax at effective tax rate 2019 2018 2017 $ $ 10,890 (1,409) (480) 3,496 (207) - - 112 12,402 $ $ 9,227 (1,600) (422) 2,927 (305) - - 97 9,924 $ $ 11,817 (1,976) (501) 1,775 - 9,475 (1,566) 140 19,164 The Company evaluated positive and negative evidence in order to determine if it was more likely than not that the deferred tax asset would be recovered through future income. Significant positive evidence evaluated included recent and projected earnings, significantly improved asset quality and an improved capital position. No significant negative evidence was noted. Note 13: Equity Compensation Plans Stock-based awards are outstanding under the Company’s 2008 Equity Incentive Plan (the “2008 Plan”), the Company’s 2014 Equity Incentive Plan, as amended (the “2014 Plan”), and the Company’s 2019 Equity Incentive Plan (the “2019 Plan” and together with the 2008 Plan and the 2014 Plan, the “Plans”). The 2019 Plan was approved at the May 2019 annual stockholders’ meeting and the number of authorized shares under the 2019 Plan is fixed at 600,000. Following approval of the 2014 Plan, no further awards will be granted under the 2008 Plan or any other prior Company equity compensation plan, and following the approval of the 2019 Plan, no further awards will be granted under the 2014 Plan. The 2019 Plan authorizes the granting of qualified stock options, non-qualified stock options, restricted stock, restricted stock units, and stock appreciation rights (“SARs”). Awards may be granted to selected directors, officers, employees or eligible service providers under the 2019 Plan at the discretion of the Compensation Committee of the Company’s Board of Directors. As of December 31, 2019, 447,781 shares remained available for issuance under the 2019 Plan. The Company granted 16,500 stock options in 2009 under the 2008 Equity Incentive Plan, and there are no remaining outstanding stock options as of December 31, 2019. No stock options were granted in 2009 through 2019. There were 4,500 stock options exercised during 2019 and 2018, and no stock options exercised during 2017. At December 31, 2019, the Company had no unrecognized compensation cost related to unvested stock options as all stock options have fully vested. 90 A summary of stock option activity in the Plans for the year ending December 31, 2019, is as follows: Beginning outstanding Canceled Exercised Expired Ending outstanding Shares 4,500 - (4,500) - - Weighted- Average Remaining Contractual Weighted Average Exercise per Price Term (years) Intrinsic Value 25 - (27) - - 7.49 - 7.49 - - 0.1 - - - - Aggregate $ $ $ $ Exercisable at end of period - $ - - $ A summary of stock option activity as of each year is as follows: Intrinsic value of options exercised Cash received from option exercises Tax benefit realized from option exercises Weighted average fair value of options granted 2019 2018 2017 $ 27 $ 32 5 - 27 $ 33 5 - - - - - - Generally, restricted stock and restricted stock units granted under the Plans vest three years from the grant date, but the Compensation Committee of the Company’s Board of Directors has discretionary authority to change some terms including the amount of time until the vest date. Under the 2019 Plan, unless otherwise provided in an award agreement, upon the occurrence of a change in control, all stock options and SARs then held by the participant will become fully exercisable immediately if, and all stock awards and cash incentive awards will become fully earned and vested immediately if, (i) the 2019 Plan is not an obligation of the successor entity following a change in control or (ii) the 2019 Plan is an obligation of the successor entity following a change in control and the participant incurs a termination of service without cause or for good reason following the change in control. Notwithstanding the immediately preceding sentence, if the vesting of an award is conditioned upon the achievement of performance measures, then such vesting will generally be subject to the following: if, at the time of the change in control, the performance measures are less than 50% attained (pro rata based upon the time of the period through the change in control), the award will become vested and exercisable on a fractional basis with the numerator being equal to the percentage of attainment and the denominator being 50%; and if, at the time of the change in control, the performance measures are at least 50% attained (pro rata based upon the time of the period through the change in control), the award will become fully earned and vested immediately upon the change in control. The Company granted restricted stock under its equity compensation plans beginning in 2005 and it began granting restricted stock units in February 2009. Awards of restricted stock under the Plans generally entitle holders to voting and dividend rights upon grant and are subject to forfeiture until certain restrictions have lapsed including employment for a specific period. Awards of restricted stock units under the Plans are also subject to forfeiture until certain restrictions have lapsed including employment for a specific period, but do not entitle holders to voting rights until the restricted period ends and shares are transferred in connection with the units. Total compensation cost that has been charged for the 2019 and 2014 Plan was $2.5 million, $2.3 million and $1.2 million the years ending December 31, 2019, 2018 and 2017 respectively. There were 171,356 restricted stock units granted during the year ending December 31, 2019. There were 254,281 restricted stock units granted the year ending December 31, 2018. Compensation expense is recognized over the vesting period of the restricted stock unit based on the market value of the award on the issue date. 91 A summary of changes in the Company’s unvested restricted awards for the year ending December 31, is as follows: Unvested at January 1 Granted Vested Forfeited Unvested at December 31 2019 Weighted Average Grant Date Fair Value Restricted Stock Shares and Units 552,281 171,356 (168,354) - 555,283 $ $ 11.30 12.75 7.68 - 12.85 Total unrecognized compensation cost of restricted stock unit awards was $3.0 million as of December 31, 2019, which is expected to be recognized over a weighted-average period of 1.83 years. Note 14: Earnings Per Share The earnings per share, both basic and diluted, are included below as of December 31, (in thousands except for per share data): 2019 2018 2017 Basic earnings per share: Weighted-average common shares outstanding Net income Basic earnings per share Diluted earnings per share: Weighted-average common shares outstanding Dilutive effect of unvested restricted awards 1 Dilutive effect of stock options and warrants Diluted average common shares outstanding Net Income Diluted earnings per share 29,891,046 $ $ 39,455 $ 1.32 $ 29,728,308 29,600,702 15,138 0.51 34,012 $ 1.14 $ 29,891,046 525,302 - 30,416,348 $ $ 39,455 $ 1.30 $ 532,692 47,935 29,728,308 29,600,702 435,142 2,573 30,308,935 30,038,417 15,138 0.50 34,012 $ 1.12 $ Number of antidilutive options and warrants excluded from the diluted earnings per share calculation - - 815,339 1 Includes the common stock equivalents for restricted share rights that are dilutive. The above earnings per share calculation did not include a warrant for 815,339 shares of common stock that was outstanding as of December 31, 2017, because the warrant was anti-dilutive at an exercise price of $13.43. Of note, the warrant was sold at auction by the Treasury in June 2013 to a third party investor. On January 16, 2019, the warrant for 815,339 common shares of the Company’s stock was exercised in a cashless transaction. This warrant was issued in January 2009 at an exercise price of $13.43 per share, and expired on January 16, 2019. As of the date of exercise, the Company’s closing market price was $14.23 per share, resulting in 45,836 shares being issued. These shares were issued from treasury stock held by the Company, and resulted in a $313,000 reduction of treasury stock in January 2019. Note 15: Commitments In the normal course of business, there are outstanding commitments that are not reflected in the Consolidated Financial Statements. Commitments include financial instruments that involve, to varying degrees, elements of credit, interest rate, and liquidity risk. In management’s opinion, these do not represent unusual risks and management does not anticipate significant losses as a result of these transactions. The Company uses the same credit policies in making commitments and conditional obligations for borrowers as it does for on-balance sheet instruments. 92 The following table is a summary of financial instrument commitments as of December 31, were as follows: Letters of credit: Borrower: Financial standby Commercial standby Performance standby Non-borrower: Performance standby Total letters of credit Fixed Variable Total Fixed Variable Total 2019 2018 $ $ 339 - 571 910 $ 9,612 - 6,212 15,824 $ 9,951 - 6,783 16,734 $ 327 - 532 859 $ 7,158 397 6,381 13,936 $ 7,485 397 6,913 14,795 - 910 67 15,891 $ 67 16,801 $ $ - 859 67 14,003 $ 67 14,862 $ Unused loan commitments: $ 111,348 $ 320,120 $ 431,468 $ 89,303 $ 297,785 $ 387,088 The Bank occupies facilities under long-term operating leases, some of which include provisions for future rent increases. In addition, the Company leases space at sites that house automatic teller machines (ATMs). The Company also receives rental income on certain leased properties. As of December 31, 2019, aggregate future minimum rental income to be received under noncancelable leases totaled $42,000. Total facility net operating lease expense or revenue recorded under all operating leases was a net expense of $248,000, $180,000 and $64,000 in 2019, 2018 and 2017, respectively. Total ATM lease expense, including the costs related to servicing those ATM’s, was $916,000, $979,000 and $679,000 in 2019, 2018 and 2017, respectively, with growth in expense in 2018 forward due to the ATMs obtained with the acquisition of ABC Bank. The following table below is the estimated aggregate minimum annual rental commitments at December 31, 2019: Rental commitment Legal proceedings 2020 2021 2022 2023 2024 $ 496 $ 742 $ 621 $ 612 $ 628 2025 and thereafter 3,940 $ The Company and its subsidiaries, from time to time, pursue collection suits and other actions that arise in the ordinary course of business against their borrowers and are defendants in legal actions arising from normal business activities. Management, after consultation with legal counsel, believes that the ultimate liabilities, if any, resulting from these actions will not have a material adverse effect on the financial position of the Bank or on the consolidated financial position of the Company based on all known information at this time. Note 16: Regulatory & Capital Matters The Bank is subject to the risk-based capital regulatory guidelines, which include the methodology for calculating the risk-weighted Bank assets, developed by the Office of the Comptroller of the Currency (the “OCC”) and the other bank regulatory agencies. In connection with the current economic environment, the Bank’s current level of nonperforming assets and the risk-based capital guidelines, the Bank’s board of directors’ guidelines are for the Bank to maintain a Tier 1 leverage capital ratio at or above eight percent (8%) and a total risk- based capital ratio at or above twelve percent (12%). The Bank currently exceeds those thresholds. Bank holding companies are required to maintain minimum levels of capital in accordance with capital guidelines implemented by the Board of Governors of the Federal Reserve System. The general bank and holding company capital adequacy guidelines in force as of the periods reported are shown in the accompanying table, as are the capital ratios of the Company and the Bank, as of December 31, 2019, and December 31, 2018. In July 2013, the U.S. federal banking authorities issued final rules (the “Basel III Rules”) establishing more stringent regulatory capital requirements for U.S. banking institutions, which went into effect on January 1, 2015. A detailed discussion of the Basel III Rules is included in Part I, Item 1 of the under the heading “Supervision and Regulation.” The Company and the Bank are subject to regulatory capital requirements administered by federal banking agencies. The capital ratios below are calculated pursuant to the capital requirements in effect for the periods reported below. 93 Capital levels and industry defined regulatory minimum required levels at December 31, were as follows: 2019 Common equity tier 1 capital to risk weighted assets Consolidated Old Second Bank Total capital to risk weighted assets Consolidated Old Second Bank Tier 1 capital to risk weighted assets Consolidated Old Second Bank Tier 1 capital to average assets Consolidated Old Second Bank 2018 Common equity tier 1 capital to risk weighted assets Consolidated Old Second Bank Total capital to risk weighted assets Consolidated Old Second Bank Tier 1 capital to risk weighted assets Consolidated Old Second Bank Tier 1 capital to average assets Consolidated Old Second Bank Minimum Capital Adequacy with Capital Conservation Buffer, if applicable1 Well Capitalized Under Prompt Corrective Action Provisions2 Actual Amount Ratio Amount Ratio Amount Ratio $ 251,477 322,496 11.14 % $ 14.35 158,020 157,315 7.000 % 7.000 N/A $ 146,078 N/A 6.50 % 327,886 342,280 14.53 15.23 236,944 235,978 10.500 10.500 N/A 224,741 N/A 10.00 308,102 322,496 13.65 14.35 191,858 191,026 8.500 8.500 308,102 322,496 11.93 12.50 103,303 103,199 4.00 4.00 N/A 179,789 N/A 128,998 N/A 8.00 N/A 5.00 $ 207,597 295,599 9.29 % $ 13.29 142,458 141,794 6.375 % 6.375 N/A $ 144,574 N/A 6.50 % 282,126 314,600 12.63 14.14 263,125 295,599 11.78 13.29 263,125 295,599 10.08 11.36 220,585 219,708 175,901 175,157 104,415 104,084 9.875 9.875 7.875 7.875 4.00 4.00 N/A 222,489 N/A 10.00 N/A 177,938 N/A 130,105 N/A 8.00 N/A 5.00 1 As of December 31, 2019, amounts are shown inclusive of a capital conservation buffer of 2.50%; as compared to 1.875% at December 31, 2018. Under the Federal Reserve’s Small Bank Holding Company Policy Statement, the Company is not subject to the minimum capital adequacy and capital conservation buffer capital requirements at the holding company level, unless otherwise advised by the Federal Reserve (such capital requirements are applicable only at the Bank level). Although the minimum regulatory capital requirements are not applicable to the Company, we calculate these ratios for our own planning and monitoring purposes. 2 The prompt corrective action provisions are only applicable at the Bank level. The Bank exceeded the general minimum regulatory requirements to be considered “well capitalized.” Dividend Restrictions In addition to the above requirements, banking regulations and capital guidelines generally limit the amount of dividends that may be paid by a Bank without prior regulatory approval. Under these regulations, the amount of dividends that may be paid in any calendar year is limited to the current year’s profits, combined with the retained profit of the previous two years, subject to the capital requirements described above. Pursuant to the Basel III rules that were fully phased-in at January 1, 2019, the Bank must keep a capital conservation buffer of 2.5% on all risk-based capital requirements in order to avoid additional limitations on capital distributions. 94 Note 17: Mortgage Banking Derivatives Commitments to fund certain mortgage loans (interest rate locks) to be sold into the secondary market and forward commitments for the future delivery of mortgage loans to third party investors are considered derivatives. It is the Company’s practice to sell mortgage-backed securities (“MBS”) contracts for the future delivery to economically hedge the effect of changes in interest rates resulting from its commitments to fund the loans. These contracts are also derivatives and collectively with the forward commitments for the future delivery of mortgage loans are considered forward contracts. These mortgage banking derivatives are not designated in hedge relationships using the accepted accounting for derivative instruments and hedging activities at December 31, were as follows: Forward contracts: Notional amount Fair value Rate lock commitments: Notional amount Fair value 2019 2018 $ $ 13,500 (15) 10,167 265 $ $ 9,315 (50) 8,815 209 Fair values were estimated based on changes in mortgage interest rates from the date of the commitments. The Company sold $164.7 million in loans to investors receiving proceeds of $168.5 million and resulting in a gain on sale of $5.1 million for the year ended December 31, 2019. Sales to investors included $122.4 million, or 74.4%, to FNMA and $18.7 million, or 11.4%, to FHLMC for the year ended December 31, 2019. No other individual investor was sold more than 10% of the total loans sold. Note 18: Fair Value Measurements Fair value is defined as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. The fair value hierarchy established by the Company also requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. Three levels of inputs that may be used to measure fair value are: Level 1: Quoted prices (unadjusted) for identical assets or liabilities in active markets that the Company has the ability to access as of the measurement date. Level 2: Significant observable inputs other than Level 1 prices, such as quoted prices for similar assets or liabilities, quoted prices in markets that are not active, and other inputs that are observable or can be corroborated by observable market data. Level 3: Significant unobservable inputs that reflect a company’s own view about the assumptions that market participants would use in pricing an asset or liability. Transfers between levels are deemed to have occurred at the end of the reporting period. At December 31, 2019 and 2018, there were no transfers between levels. The majority of securities are valued by external pricing services or dealer market participants and are classified in Level 2 of the fair value hierarchy. Both market and income valuation approaches are utilized. Quarterly, the Company evaluates the methodologies used by the external pricing services or dealer market participants to develop the fair values to determine whether the results of the valuations are representative of an exit price in the Company’s principal markets and an appropriate representation of fair value. The Company uses the following methods and significant assumptions to estimate fair value: • Government-sponsored agency debt securities are primarily priced using available market information through processes such as benchmark spreads, market valuations of like securities, like securities groupings and matrix pricing. • Other government-sponsored agency securities, MBS and some of the actively traded real estate mortgage investment conduits and collateralized mortgage obligations are priced using available market information including benchmark yields, prepayment speeds, spreads, volatility of similar securities and trade date. • State and political subdivisions are largely grouped by characteristics (e.g., geographical data and source of revenue in trade dissemination systems). Because some securities are not traded daily and due to other grouping limitations, active market quotes are often obtained using benchmarking for like securities. • Beginning March 31, 2015, auction rate asset backed securities are priced using market spreads, cash flows, prepayment speeds, and loss analytics. This process supports the transfer to Level 2 valuations. • Annually every security holding is priced by a pricing service independent of the regular and recurring pricing services used. The independent service provides a measurement to indicate if the price assigned by the regular service is within or outside of a reasonable range. Management reviews this report and applies judgment in adjusting calculations at year end related to securities pricing. 95 • Residential mortgage loans available for sale in the secondary market are carried at fair market value. The fair value of loans held-for-sale is determined using quoted secondary market prices. • Lending related commitments to fund certain residential mortgage loans, e.g. residential mortgage loans with locked interest rates to be sold in the secondary market and forward commitments for the future delivery of mortgage loans to third party investors as well as forward commitments for future delivery of MBS are considered derivatives. Fair values are estimated based on observable changes in mortgage interest rates including prices for MBS from the date of the commitment and do not typically involve significant judgments by management. • The fair value of mortgage servicing rights is based on a valuation model that calculates the present value of estimated net servicing income. The valuation model incorporates assumptions that market participants would use in estimating future net servicing income to derive the resultant value. The Company is able to compare the valuation model inputs, such as the discount rate, prepayment speeds, weighted average delinquency and foreclosure/bankruptcy rates to widely available published industry data for reasonableness. Interest rate swap positions, both assets and liabilities, are based on valuation pricing models using an income approach reflecting readily observable market parameters such as interest rate yield curves. • • The fair value of impaired loans with specific allocations of the ALLL is essentially based on recent real estate appraisals or the fair value of the collateralized asset. These appraisals may utilize a single valuation approach or a combination of approaches including comparable sales and the income approach. Adjustments are made in the appraisal process by the appraisers to reflect differences between the available comparable sales and income data. Such adjustments are usually significant and typically result in a Level 3 classification of the inputs for determining fair value. • Nonrecurring adjustments to certain commercial and residential real estate properties classified as OREO are measured at the lower of carrying amount or fair value, less costs to sell. Fair values are based on third party appraisals of the property, resulting in a Level 3 classification. In cases where the carrying amount exceeds the fair value, less costs to sell, an impairment loss is recognized. Assets and Liabilities Measured at Fair Value on a Recurring Basis: The tables below present the balance of assets and liabilities at December 31, measured by the Company at fair value on a recurring basis are as follows: Assets: Securities available-for-sale U.S. Treasury U.S. government agencies U.S. government agencies mortgage-backed States and political subdivisions Collateralized mortgage obligations Asset-backed securities Collateralized loan obligations Loans held-for-sale Mortgage servicing rights Interest rate swap agreements Mortgage banking derivatives Total Level 1 Level 2 Level 3 Total 2019 $ 4,036 $ - - - - - - - - - - - $ 8,337 16,588 243,756 57,984 81,844 66,684 3,061 - 2,771 250 $ 4,036 $ 481,275 $ - $ - - 5,419 - - - - 5,935 - - 4,036 8,337 16,588 249,175 57,984 81,844 66,684 3,061 5,935 2,771 250 11,354 $ 496,665 Liabilities: Interest rate swap agreements, including risk participation agreements Total $ $ - $ - $ 5,974 $ 5,974 $ - $ - $ 5,974 5,974 96 Assets: Securities available-for-sale U.S. Treasury U.S. government agencies U.S. government agencies mortgage-backed States and political subdivisions Collateralized mortgage obligations Asset-backed securities Collateralized loan obligations Loans held-for-sale Mortgage servicing rights Interest rate swap agreements Mortgage banking derivatives Total Level 1 December 31, 2018 Level 3 Level 2 Total $ 3,923 $ - - - - - - - - - - - $ 10,951 14,075 265,902 64,429 109,514 64,289 2,984 - 672 159 $ 3,923 $ 532,975 $ - $ - - 8,165 - - - - 7,357 - - 3,923 10,951 14,075 274,067 64,429 109,514 64,289 2,984 7,357 672 159 15,522 $ 552,420 Liabilities: Interest rate swap agreements, including risk participation agreements Total $ $ - $ - $ 756 $ 756 $ - $ - $ 756 756 The changes in Level 3 assets and liabilities measured at fair value on a recurring basis are as follows: Year Ended December 31, 2019 Securities available-for-sale States and Political Collateralized Mortgage Obligation Subdivisions Mortgage Servicing Rights Beginning balance January 1, 2019 Total gains or losses Included in earnings Included in other comprehensive income Purchases, issuances, sales, and settlements Purchases Issuances Settlements Ending balance December 31, 2019 $ $ - - - - - - - $ 8,165 $ 7,357 (32) 726 17,938 - (21,378) 5,419 $ $ (1,953) - - 1,240 (709) 5,935 Year Ended December 31, 2018 Securities available-for-sale States and Political Collateralized Mortgage Obligation Subdivisions Beginning balance January 1, 2018 Transfers out of Level 3 Total gains or losses Included in earnings Included in other comprehensive income Purchases, issuances, sales, and settlements Purchases Issuances Settlements Ending balance December 31, 2018 $ $ 2,268 (1,308) $ 14,261 - $ 35 40 - (746) - - (1,035) - $ 22,046 - (27,396) 8,165 $ 97 Mortgage Servicing Rights 6,944 - (181) - - 1,146 (552) 7,357 The following table and commentary presents quantitative and qualitative information about Level 3 fair value measurements as of December 31, 2019: Measured at fair value on a recurring basis: Fair Value Valuation Methodology Mortgage servicing rights $ 5,935 Discounted Cash Flow Unobservable Inputs Range of Input Weighted Average of Inputs Discount Rate Prepayment Speed 10.0% - 58.8% 0.0 - 69.0% 10.1 % 14.1 % The following table and commentary presents quantitative and qualitative information about Level 3 fair value measurements as of December 31, 2018: Measured at fair value on a recurring basis: Fair Value Valuation Methodology Mortgage servicing rights $ 7,357 Discounted Cash Flow Unobservable Inputs Range of Input Weighted Average of Inputs Discount Rate Prepayment Speed 10.0 - 229.7% 7.0 - 68.9% 10.2 % 9.6 % In addition to the above, Level 3 fair value measurement included $5.4 million for state and political subdivisions representing various local municipality securities at December 31, 2019. Level 3 fair value measurement included $8.2 million on the state and political subdivisions line at December 31, 2018. Given the small dollar amount and size of the municipality issuances involved, this is categorized as Level 3 based on the payment stream received by the Company from the municipalities. That payment stream is otherwise an unobservable input. Assets and Liabilities Measured at Fair Value on a Nonrecurring Basis: The Company may be required, from time to time, to measure certain other assets at fair value on a nonrecurring basis in accordance with GAAP. These assets consist of impaired loans and OREO. For assets measured at fair value on a nonrecurring basis at December 31, the following tables provide the level of valuation assumptions used to determine each valuation and the carrying value of the related assets: 2019 Impaired loans1 Other real estate owned, net2 Total $ Level 1 Level 2 - - - $ $ $ - - - Level 3 Total $ 7,435 5,004 $ 12,439 $ 7,435 5,004 $ 12,439 1 Represents carrying value and related write-downs of loans for which adjustments are substantially based on the appraised value of collateral for collateral-dependent loans, had a carrying amount of $8.6 million and a valuation allowance of $1.2 million, resulting in an increase of specific allocations within the provision for loan and lease losses of $783,000 for the year ending December 31, 2019. 2 OREO is measured at the lower of carrying or fair value less costs to sell, and had a net carrying amount of $5.0 million, which is made up of the outstanding balance of $12.6 million, net of a valuation allowance of $6.7 million and participations of $937,000, at December 31, 2019. 2018 Impaired loans1 Other real estate owned, net2 Total $ Level 1 Level 2 - - - $ $ $ Level 3 Total - - - $ 12,163 7,175 $ 19,338 $ 12,163 7,175 $ 19,338 1 Represents carrying value and related write-downs of loans for which adjustments are substantially based on the appraised value of collateral for collateral-dependent loans, had a carrying amount of $12.5 million, and a valuation allowance of 352,000, resulting in an increase of specific allocations within the provision for loan and lease losses of $208,000 for the year ending December 31, 2018. 2 OREO is measured at the lower of carrying or fair value less costs to sell, and had a net carrying amount of $7.2 million, which is made up of the outstanding balance of $16.1 million, net of a valuation allowance of $8.0 million and participations of $900,000, at December 31, 2018. 98 The Company also has assets that under certain conditions are subject to measurement at fair value on a nonrecurring basis. These assets include OREO and impaired loans. The Company has estimated the fair values of these assets based primarily on Level 3 inputs. OREO and impaired loans are generally valued using the fair value of collateral provided by third party appraisals. These valuations include assumptions related to cash flow projections, discount rates, and recent comparable sales. The numerical range of unobservable inputs for these valuation assumptions are not meaningful. Note 19: Fair Value of Financial Instruments The estimated fair values approximate carrying amount for all items except those described in the following table. Securities available- for-sale fair values are based upon market prices or dealer quotes, and if no such information is available, on the rate and term of the security. The carrying value of FHLBC stock approximates fair value as the stock is nonmarketable and can only be sold to the FHLBC or another member institution at par. FHLBC stock is carried at cost and considered a Level 2 fair value. For December 31, 2019 and 2018, the fair values of loans and leases are estimated on an exit price basis incorporating discounts for credit, liquidity and marketability factors. The fair value of time deposits is estimated using discounted future cash flows at current rates offered for deposits of similar remaining maturities. The fair values of borrowings were estimated based on interest rates available to the Company for debt with similar terms and remaining maturities. The fair value of off balance sheet volume is not considered material. The fair value of mortgage banking derivatives is discussed in Note 17: Mortgage Banking Derivatives, above. The carrying amount and estimated fair values of financial instruments at December 31, were as follows: Carrying Amount Fair Value Level 1 Level 2 Level 3 December 31, 2019 Financial assets: Cash and due from banks Interest bearing deposits with financial institutions Securities available-for-sale FHLBC and FRBC stock Loans held-for-sale Net loans Accrued interest receivable $ 34,096 16,536 484,648 9,917 3,061 1,911,023 9,697 $ 34,096 16,536 484,648 9,917 3,061 1,915,531 9,697 Financial liabilities: Noninterest bearing deposits Interest bearing deposits Securities sold under repurchase agreements Other short-term borrowings Junior subordinated debentures Senior notes Note payable and other borrowings Interest rate swap agreements Borrowing interest payable Deposit interest payable $ 669,795 1,456,954 48,693 48,500 57,734 44,270 6,673 3,101 96 983 $ 669,795 1,457,832 48,693 48,500 51,188 46,269 7,003 3,101 96 983 $ $ $ $ 34,096 16,536 4,036 - - - - 669,795 - - - 33,614 46,269 - - - - - - 475,193 9,917 3,061 - 9,697 $ - - 5,419 - - 1,915,531 - $ - 1,457,832 48,693 48,500 17,574 - 7,003 3,101 96 983 - - - - - - - - - - 99  Carrying Amount Fair Value Level 1 Level 2 Level 3 2018 Financial assets: $ Cash and due from banks Interest bearing deposits with financial institutions Securities available-for-sale FHLBC and FRBC stock Loans held-for-sale Net loans Accrued interest receivable 38,599 16,636 541,248 13,433 2,984 1,878,021 10,940 $ 38,599 16,636 541,248 13,433 2,984 1,867,594 10,940 Financial liabilities: Noninterest bearing deposits Interest bearing deposits Securities sold under repurchase agreements Other short-term borrowings Junior subordinated debentures Senior notes Note payable and other borrowings Interest rate swap agreements Borrowing interest payable Deposit interest payable $ 618,830 1,497,843 46,632 149,500 57,686 44,158 15,379 58 281 973 $ 618,830 1,495,614 46,632 149,500 47,625 45,008 15,364 58 281 973 $ $ $ $ 38,599 16,636 3,923 - - - - 618,830 - - - 32,989 45,008 - - - - - - 529,160 13,433 2,984 - 10,940 $ - - 8,165 - - 1,867,594 - $ - 1,495,614 46,632 149,500 14,636 - 15,364 58 281 973 - - - - - - - - - - Note 20: Financial Instruments with Off-Balance Sheet Risk and Derivative Transactions Risk Management Objective of Using Derivatives The Company is exposed to certain risk arising from both its business operations and economic conditions. The Company principally manages its exposures to a wide variety of business and operational risks through management of its core business activities. The Company manages economic risks, including interest rate, liquidity, and credit risk primarily by managing the amount, sources, and duration of its assets and liabilities and the use of derivative financial instruments. Specifically, the Company enters into derivative financial instruments to manage exposures that arise from business activities that result in the receipt or payment of future known and uncertain cash amounts, the value of which are determined by interest rates. The Company’s derivative financial instruments are used to manage differences in the amount, timing, and duration of the Company’s known or expected cash receipts and its known or expected cash payments principally related to the Company’s loan portfolio. Cash Flow Hedges of Interest Rate Risk The Company’s objectives in using interest rate derivatives are to add stability to interest expense and to manage its exposure to interest rate movements. To accomplish this objective, the Company primarily uses interest rate swaps as part of its interest rate risk management strategy. Interest rate swaps designated as cash flow hedges involve the receipt of variable-rate amounts from a counterparty in exchange for the Company making fixed-rate payments over the life of the agreements without exchange of the underlying notional amount. Prior to 2019, such derivatives were used to hedge the variable cash flows associated with existing variable-rate borrowings. In December of 2019, the Company also executed a loan pool hedge of $50 million to convert variable rate loans to a fixed rate index for a five year term. For derivatives designated and that qualify as cash flow hedges of interest rate risk, the gain or loss on the derivative is recorded in Accumulated Other Comprehensive Income and subsequently reclassified into interest income or interest expense in the same period(s) during which the hedged transaction affects earnings. Amounts reported in accumulated other comprehensive income related to derivatives will be reclassified to interest income or expense as interest payments are received on the variable rate loan pool or the Company’s variable-rate borrowings. During the next twelve months, the Company estimates that an additional $17,000 will be reclassified as a decrease to interest income and an additional $274,000 will be reclassified as an increase to interest expense. Non-designated Hedges Derivatives not designated as hedges are not speculative and result from a service the Company provides to certain customers. The Company executes interest rate swaps with commercial banking customers to facilitate their respective risk management strategies. Those interest rate swaps are simultaneously hedged by offsetting derivatives that the Company executes with a third party, such that the Company minimizes its net risk exposure resulting from such transactions. As the interest rate derivatives associated with this program do not meet the strict hedge accounting requirements, changes in the fair value of both the customer derivatives and the offsetting derivatives are recognized directly in earnings. 100 The Company also grants mortgage loan interest rate lock commitments to borrowers, subject to normal loan underwriting standards. The interest rate risk associated with these loan interest rate lock commitments is managed with contracts for future deliveries of loans as well as selling forward mortgage-backed securities contracts. Loan interest rate lock commitments generally have fixed expiration dates or other termination clauses and may require payment of a fee. Since many of the commitments are expected to expire without being drawn upon, the total commitment amounts do not necessarily represent future cash requirements. Commitments to originate residential mortgage loans held-for-sale and forward commitments to sell residential mortgage loans or forward MBS contracts are considered derivative instruments and changes in the fair value are recorded to mortgage banking revenue. Fair values are estimated based on observable changes in mortgage interest rates including mortgage-backed securities prices from the date of the commitment. Disclosure of Fair Values of Derivative Instruments on the Balance Sheet The Company entered into a forward starting interest rate swap on August 18, 2015, with an effective date of June 15, 2017. This transaction had a notional amount totaling $25.8 million as of December 31, 2019 and 2018, was designated as a cash flow hedge of certain junior subordinated debentures and was determined to be fully effective during the period presented. As such, no amount of ineffectiveness has been included in net income. Therefore, the aggregate fair value of the swap is recorded in other liabilities with changes in fair value recorded in other comprehensive income, net of tax. The amount included in other comprehensive income would be reclassified to current earnings should all or a portion of the hedge no longer be considered effective. We expect the hedge to remain fully effective during the remaining term of the swap. The Bank will pay the counterparty a fixed rate and receive a floating rate based on three month LIBOR. The trust preferred securities changed from fixed rate to floating rate in June 15, 2017. The cash flow hedge has a maturity date of June 15, 2037. In December of 2019, the Company also executed a loan pool hedge of $50.0 million to convert variable rate loans to a fixed rate index for a five year term. This transaction falls under hedge accounting standards and is paired against a pool the Bank’s Libor-based loans. Overall, the new swap only bolsters income in down rate scenarios by a modest degree. We consider the current level of interest rate risk to be moderate but intend to continue looking for market opportunities for further hedging opportunities. The Bank also has interest rate derivative positions to assist with risk management that are not designated as hedging instruments. These derivative positions relate to transactions in which the Bank enters an interest rate swap with a client while at the same time entering into an offsetting interest rate swap with another financial institution. The Bank had $114,000 of cash collateral pledged with one correspondent financial institution to support interest rate swap activity at December 31, 2019; $11.0 million of investment securities were required to be pledged to two correspondent financial institutions. The Bank had $260,000 of cash collateral pledged with one correspondent financial institution to support interest rate swap activity at December 31, 2018; no investment securities were required to be pledged. At December 31, 2019, the notional amount of non-hedging interest rate swaps was $177.9 million with a weighted average maturity of 5.9 years. At December 31, 2018, the notional amount of non-hedging interest rate swaps was $188.9 million with a weighted average maturity of 6.6 years. The Bank offsets derivative assets and liabilities that are subject to a master netting arrangement. 101 The table below presents the fair value of the Company’s derivative financial instruments as well as their classification on the Balance Sheets as of December 31, were as follows: Fair Value of Derivative Instruments Derivatives designated as hedging instruments Interest rate swaps Total derivatives designated as hedging instruments Derivatives not designated as hedging instruments Interest rate swaps with commercial loan customers Interest rate lock commitments and forward contracts Other contracts Total derivatives not designated as hedging instruments Derivatives designated as hedging instruments Interest rate swaps Total derivatives designated as hedging instruments Derivatives not designated as hedging instruments Interest rate swaps with commercial loan customers Interest rate lock commitments and forward contracts Other contracts Total derivatives not designated as hedging instruments No. of Trans. Notional Amount $ Balance Sheet Location 2 75,774 Other Assets 2019 Fair Value $ - - Balance Sheet Location Other Liabilities Fair Value $ 3,150 3,150 25 87 4 177,872 Other Assets 23,667 Other Assets 28,176 Other Assets 2,920 Other Liabilities Other Liabilities Other Liabilities 250 - 3,170 2,920 - 53 2,973 2018 No. of Trans. Notional Amount $ Balance Sheet Location 1 25,774 Other Assets Fair Value $ - - Balance Sheet Location Fair Value $ Other Liabilities 25 63 3 188,931 Other Assets 18,130 Other Assets 18,155 Other Assets 672 Other Liabilities Other Liabilities 159 Other Liabilities - 831 58 58 672 - 26 698 Disclosure of the Effect of Fair Value and Cash Flow Hedge Accounting The fair value and cash flow hedge accounting related to derivatives covered under ASC Subtopic 815-20 impacted Accumulated Other Comprehensive Income (“AOCI”) and the Income Statement. The loss recognized in AOCI on derivatives totaled $3.1 million as of December 31, 2019, and a gain in AOCI of $1.2 million as of December 31, 2018. The amount of the loss reclassified from AOCI to interest income or interest expense on the income statement totaled $50,000 and $168,000 for the years ended December 31, 2019, and December 31, 2018, respectively. Credit-risk-related Contingent Features For derivative transactions involving counterparties who are lending customers of the Company, the derivative credit exposure is managed through the normal credit review and monitoring process, which may include collateralization, financial covenants and/or financial guarantees of affiliated parties. Agreements with such customers require that losses associated with derivative transactions receive payment priority from any funds recovered should a customer default and ultimate disposition of collateral or guarantees occur. Credit exposure to broker/dealer counterparties is managed through agreements with each derivative counterparty that require collateralization of fair value gains owed by such counterparties. Some small degree of credit exposure exists due to timing differences between when a gain may occur and the subsequent point in time that collateral is delivered to secure that gain. This is monitored by the Company and procedures are in place to minimize this exposure. Such agreements also require the Company to collateralize counterparties in circumstances wherein the fair value of the derivatives result in loss to the Company. Other provisions of such agreements define certain events that may lead to the declaration of default and/or the early termination of the derivative transaction(s), including the following: • • • if the Company either defaults or is capable of being declared in default on any of its indebtedness (exclusive of deposit obligations); if a merger occurs that materially changes the Company's creditworthiness in an adverse manner; or If certain specified adverse regulatory actions occur, such as the issuance of a Cease and Desist Order, or citations for actions considered Unsafe and Unsound or that may lead to the termination of deposit insurance coverage by the Federal Deposit Insurance Corporation. 102 Note 21: Preferred Stock The Series B preferred stock was issued as part of the Treasury’s Troubled Asset Relief Program and Capital Purchase Program in 2009. Concurrent with issuing the Series B preferred stock in 2009, the Company issued to the Treasury a ten year warrant to purchase 815,339 shares of the Company’s common stock at an exercise price of $13.43 per share. The Company recorded the warrant as equity, and the allocation was based on their relative fair values in accordance with accounting guidance. The fair value was determined for both the Series B preferred stock and the warrant as part of the allocation process in the amounts of $68.2 million and $4.8 million, respectively. In 2014 and 2015, the Company completed redemption of all 73,000 shares of Series B preferred stock issued in 2009. As of December 31, 2018, the only remaining component of the 2009 issuance was the warrant outstanding for 815,339 shares, valued at $4.8 million and carried within stockholders’ equity. Preferred stock of 300,000 shares is authorized but unissued as of December 31, 2019 and 2018. On January 16, 2019, the warrant was exercised; see further disclosures in Note 14: Earnings Per Share, above. Note 22: Parent Company Condensed Financial Information Condensed Balance Sheets for the years ended December 31, were as follows: 2019 2018 26,562 $ 352,703 3,981 383,246 $ 9,039 315,252 12,997 337,288 - $ 57,734 44,270 3,378 277,864 383,246 $ 4,000 57,686 44,158 2,363 229,081 337,288 $ $ $ $ 2019 2018 2017 $ 20,000 $ 109 20,109 30,000 $ 106 30,106 - 114 114 3,724 2,700 13 4,025 10,462 9,647 (3,187) 12,834 26,621 39,455 $ 3,716 2,688 98 4,208 10,710 19,396 (3,355) 22,751 11,261 34,012 $ 4,002 2,689 - 2,639 9,330 (9,216) (16) (9,200) 24,338 15,138 Assets Noninterest bearing deposit with bank subsidiary Investment in subsidiaries Other assets Total assets Liabilities and Stockholders’ Equity Other short term borrowings Junior subordinated debentures Senior notes Other liabilities Stockholders’ equity Total liabilities and stockholders' equity Condensed Statements of Income for the years ended December 31 were as follows: Operating Income Cash dividends received from subsidiaries Other income Total operating income Operating Expenses Junior subordinated debentures Senior notes Other interest expense Other expenses Total operating expense Income (loss) before income taxes and equity in undistributed net income of subsidiaries Income tax benefit Income (loss) before equity in undistributed net income of subsidiaries Equity in undistributed net income of subsidiaries Net income available to common stockholders $ 103 Condensed Statements of Cash Flows for the years ended December 31, were as follows: Cash Flows from Operating Activities Net Income Adjustments to reconcile net income to net cash from operating activities: Equity in undistributed net income of subsidiaries Provision for deferred tax expense (benefit) Net deferred tax expense due to DTA revaluation Change in taxes payable Change in other assets Stock-based compensation Other, net Net cash provided by (used in) operating activities 2019 2018 2017 $ 39,455 $ 34,012 $ 15,138 (26,621) 4,186 - 3,896 - 2,516 (80) 23,352 (11,261) 6,697 - (1,211) 97 2,257 172 30,763 (24,338) 6,397 3,908 (4,797) 74 1,181 (15) (2,452) Cash Flows from Investing Activities Cash paid for acquisition, net of cash and cash equivalents retained Net cash used in investing activities - - (47,074) (47,074) - - Cash Flows from Financing Activities Net change in other short-term borrowings Dividend paid on common stock Purchases of treasury stock Payment of senior note issuance costs Proceeds from exercise of stock option Net cash (used in) provided 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 Note 23: Employee Benefit Plans (4,000) (1,195) (666) - 32 (5,829) 17,523 9,039 26,562 4,000 (1,189) (505) - 33 2,339 (13,972) 23,011 9,039 $ $ - (1,184) (236) (42) - (1,462) (3,914) 26,925 23,011 $ Old Second Bancorp, Inc. Employees 401(k) Savings Plan and Trust The Company sponsors a qualified, tax-exempt defined contribution plan (the “401(k) Plan”) qualifying under section 401(k) of the Internal Revenue Code. Virtually all employees are eligible to participate after meeting certain age and service requirements. Eligible employees are permitted to contribute up to a dollar limit set by law of their compensation to the 401(k) Plan. For the years ended December 31, 2019, and 2018, a discretionary match equal to 100% of the first 3% and 50% of the next 2% was made to participants of the 401(k) Plan. For the year ended December 31, 2017, the Company made a discretionary match equal to 100% of the first 3% contributed by participants of the 401(k) Plan. Participants are 100% vested in the discretionary matching contributions. Participants can choose between several different investment options under the 401(k) Plan, including shares of the Company’s common stock. An additional component of the 401(k) Plan arrangement allows the Company to make annual discretionary profit sharing contributions based on the Company’s profitability in a given year, and on each participant’s annual compensation. The Company elected not to make a discretionary profit sharing contribution for the years end December 31, 2019, 2018 and 2017. The total expense relating to the 401(k) Plan was approximately $1.1 million in both 2019 and 2018 and $785,000 in 2017. Old Second Bancorp, Inc. Voluntary Deferred Compensation Plan for Executives The Company sponsors an executive deferred compensation plan, which is a means by which certain executives may voluntarily defer a portion of their salary or bonus. This plan is an unfunded, nonqualified deferred compensation arrangement. Company obligations under this arrangement as of December 31, 2019 totaled $3.0 million and totaled $2.2 for both December 31, 2018 and 2017, and are included in other liabilities. 104 Report of Independent Registered Public Accounting Firm To the Board of Directors and Stockholders Old Second Bancorp, Inc. and Subsidiaries Opinion on the Financial Statements We have audited the accompanying consolidated balance sheets of Old Second Bancorp, Inc. and Subsidiaries (the “Company”) as of December 31, 2019 and 2018, the related consolidated statements of income, comprehensive income, stockholders' equity, and cash flows for each of the years in the three-year period ended December 31, 2019, and the related notes (collectively referred to as the “financial statements”). In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of the Company as of December 31, 2019 and 2018, and the results of its operations and its cash flows for each of the years in the three-year period ended December 31, 2019, in conformity with accounting principles generally accepted in the United States of America. We also have audited the Company’s internal control over financial reporting as of December 31, 2019, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (“PCAOB”), based on criteria established in Internal Control- Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO). Our report dated March 6, 2020, expresses an unqualified opinion. Basis for Opinion The Company's management is responsible for these financial statements. Our responsibility is to express an opinion on the Company’s financial statements based on our audits. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB. We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion. /s/ Plante & Moran PLLC We have served as the Company’s auditor since 2010. Chicago, Illinois March 6, 2020 105 Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure None Item 9A. Controls and Procedures Evaluation of Disclosure Controls and Procedures The Chief Executive Officer and Chief Financial Officer have evaluated the effectiveness of the design and operation of the Company’s disclosure controls and procedures, as defined in Rule 13a-15(e) promulgated under the Securities and Exchange Act of 1934, as amended (the “Exchange Act”), as of December 31, 2019. Based on that evaluation, the Chief Executive Officer and Chief Financial Officer concluded that as of December 31, 2019, the Company’s disclosure controls and procedures are effective to ensure that information required to be disclosed by the Company in reports that it files or submits under the Exchange Act is recorded, processed, summarized, and reported within the time periods specified in the SEC’s rules and forms and such information is accumulated and communicated to the issuer’s management, including its principal executive and principal financial officers as appropriate to allow timely decisions regarding required disclosure. There were no changes in the Company’s internal control over financial reporting during the quarter ended December 31, 2019, that have materially affected or are reasonably likely to materially affect, the Company’s internal control over financial reporting. Management’s Report on Internal Control Over Financial Reporting The management of the Company is responsible for establishing and maintaining adequate internal control over financial reporting, as defined in Rule 13a–15(f) under the Exchange Act. The Company’s internal control over financial reporting is a process designed under the supervision of the Company’s Chief Executive Officer and Chief Financial Officer to provide reasonable assurance regarding the reliability of financial reporting and the preparation of the Company’s financial statements for external reporting purposes in accordance with U.S. generally accepted accounting principles. As of December 31, 2019, management assessed the effectiveness of the Company’s internal control over financial reporting based on the framework established in the “Internal Control - Integrated Framework” issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO). Based on this evaluation, management has determined that the Company’s internal control over financial reporting was effective as of December 31, 2019, based on the criteria specified. Plante & Moran PLLC, the independent registered public accounting firm that audited the consolidated financial statements of the Company incorporated by reference into this Annual Report on Form 10-K, has issued an attestation report, included herein, on the Company’s internal control over financial reporting as of December 31, 2019. 106 Report of Independent Registered Public Accounting Firm To the Board of Directors and Stockholders Old Second Bancorp, Inc. and Subsidiaries Opinion on Internal Control over Financial Reporting We have audited the internal control over financial reporting as of December 31, 2019, of Old Second Bancorp, Inc. and Subsidiaries (the “Company”), based on criteria established in Internal Control-Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (the “COSO framework”). In our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December 31, 2019, based on criteria established in the COSO framework. We also have audited the accompanying consolidated balance sheets of the Company as of December 31, 2019 and 2018, the related consolidated statements of income, comprehensive income, stockholders' equity, and cash flows for each of the years in the three-year period ended December 31, 2019, in accordance with the standards of the Public Company Accounting Oversight Board (United States). Our report dated March 6, 2020, expresses an unqualified opinion. Basis for Opinion The Company's management is responsible for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting included in the accompanying “Management’s Report on Internal Control Over Financial Reporting”. Our responsibility is to express an opinion on the Company's internal control over financial reporting based on our audit. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB. We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects. Our audit of internal control over financial reporting included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. Our audit also included performing such other procedures as we considered necessary in the circumstances. We believe that our audit provides a reasonable basis for our opinion. Definition and Limitations of Internal Control over Financial Reporting A company's internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company's internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company's assets that could have a material effect on the financial statements. Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate. /s/ Plante & Moran PLLC We have served as the Company’s auditor since 2010. Chicago, Illinois March 6, 2020 107 Item 9B. Other Information None. Item 10. Directors, Executive Officers and Corporate Governance PART III The Company incorporates by reference the information required by Item 10 that is contained in the Proxy Statement for the 2020 Annual Meeting of Stockholders to be filed with the SEC within 120 days after December 31, 2019, on form DEF 14A (the “Proxy Statement”), under the following captions: • • • “Proposal 1—Election of Directors,” including “—Director Experience” and “—Biographical Information for Executive Officers;” “Corporate Governance and the Board of Directors—Code of Business Conduct and Ethics;” and “Corporate Governance and the Board of Directors —Committees of the Board of Directors—Audit Committee.” There have been no material changes to the procedures by which security holders may recommend nominees to our Board of Directors. Item 11. Executive Compensation The Company incorporates by reference the information required by Item 11 that is contained in our Proxy Statement under the following captions: • • • • • “Compensation Discussion and Analysis;” “Compensation Committee Report;” “Executive Compensation;” “Director Compensation;” and “Corporate Governance and the Board of Directors—Compensation Committee Interlocks and Insider Participation.” Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters The following table sets forth information for (i) all equity compensation plans previously approved by the Company’s stockholders and (ii) all equity compensation plans not previously approved by the Company’s stockholders. Equity compensation includes options, warrants, rights and restricted stock units which may be granted from time to time. As of December 31, 2019, the below equity awards were outstanding: Equity Compensation Plan Information Plan category Number of securities Weighted-average to be issued upon the exercise price of Number of exercise of outstanding outstanding options securities remaining available for future options and restricted issuance stock units and restricted stock units Equity compensation plans approved by security holders1 Equity compensation plans not approved by security holders Total 555,283 - 555,283 $ $ 12.85 - 12.85 447,781 - 447,781 1 Reflects the outstanding awards under our 2019 Equity Incentive Plan and our 2014 Equity Incentive Plan, as well as the total remaining share reserve under our 2019 Equity Incentive Plan. The Company incorporates by reference the other information that is required by this Item 12 that is contained in our Proxy Statement under the caption “Security Ownership of Certain Beneficial Owners and Management.” Item 13. Certain Relationships and Related Transactions, and Director Independence The Company incorporates by reference the information that is required by this Item 13 that is contained in our Proxy Statement under the captions “Corporate Governance and the Board of Directors - Director Independence” and “ - Certain Relationships and Related Party Transactions.” 108 Item 14. Principal Accountant Fees and Services The Company incorporates by reference the information required by this Item 14 that is contained in our Proxy Statement under the caption “Ratification of our Independent Public Accountants.” PART IV Item 15. Exhibits and Financial Statement Schedules (1) Index to Financial Statements: See Part II--Item 8. Financial Statements and Supplementary Data. (2) Financial Statement Schedules All financial statement schedules as required by Item 8 of Form 10-K have been omitted because the information requested is either not applicable or has been included in the consolidated financial statements or notes thereto. (3) Exhibits: See Exhibit Index. Item 16. Form 10-K Summary Not Applicable. Exhibits: EXHIBIT NO. EXHIBIT INDEX Description of Exhibits 3.1 3.2 3.3 3.4 4.1 4.2 4.3 4.4 Restated Certificate of Incorporation of Old Second Bancorp, Inc. (incorporated by reference to Exhibit 3.1 of the Company’s Annual Report on Form 10-K filed on March 11, 2016. Amendment to Old Second Bancorp, Inc.’s Restated Certificate of Incorporation (incorporated by reference to Exhibit 3.1 of the Company’s Current Report on Form 8-K filed on May 22, 2019). Certificate of Elimination Eliminating References to Series A Junior Participating Preferred Stock From the Restated Certificate of Incorporation, as Amended, of Old Second Bancorp. Inc. (incorporated by reference to Exhibit 3.1 of the Company’s Current Report on Form 8-K filed on June 5, 2019). Bylaws of Old Second Bancorp, Inc., as amended and restated through August 20, 2019 (incorporated by reference to Exhibit 3.1 of the Company’s Current Report on Form 8-K filed on August 21, 2019). Specimen Common Stock Certificate of Old Second Bancorp, Inc. (incorporated by reference to Exhibit 4.1 of the Company’s Registration Statement on Form S-1 filed on January 17, 2014). Indenture, dated as of December 15, 2016, between the Company and Wells Fargo Bank, National Association (incorporated by reference to Exhibit 4.1 of the Company’s Current Report on Form 8-K filed on December 15, 2016). First Supplemental Indenture, dated as of December 15, 2016, between the Company and Wells Fargo Bank National Association (incorporated by reference to Exhibit 4.2 of the Company’s Current Report on Form 8-K filed on December 15, 2016). Form of 5.750% Fixed-to-Floating Rate Senior Notes Due 2026 (incorporated by reference to Exhibit 5.1 of the Company’s Current Report on Form 8-K filed on December 15, 2016). 109 4.5 10.1 10.2 Description of Capital Stock. Form of Indenture relating to trust preferred securities (incorporated by reference to Exhibit 4.1 to the Company’s Registration Statement on Form S-3 filed on May 20, 2003). Indenture between Old Second Bancorp, Inc. as issuer, and Wells Fargo Bank, National Association, as Trustee, dated as of April 30, 2007 (incorporated by reference to Exhibit 99(b)(2) of the Company’s Amendment No. 1 to Schedule TO filed on May 2, 2007). 10.3* Old Second Bancorp, Inc. 2008 Equity Incentive Plan (incorporated by reference to Appendix A to the Company’s Proxy Statement on Form DEF 14A filed on March 17, 2008). 10.4* Employment Agreement, dated September 16, 2014, by and among Old Second Bancorp, Inc. and James L. Eccher (incorporated by reference to Exhibit 10.1 of the Company’s Current Report on Form 8-K filed on September 18, 2014). 10.5* Old Second Bancorp, Inc. Amended and Restated Voluntary Deferred Compensation Plan for Executives dated September 1, 2008. 10.6* Old Second Bancorp, Inc. Amended and Restated Voluntary Deferred Compensation Plan for Directors dated September 1, 2008. 10.7* 2008 Equity Incentive Plan Restricted Stock Award Agreement (incorporated by reference to Exhibit 10.1 of the Company’s Current Report on Form 8-K filed on February 23, 2009). 10.8* 2008 Equity Incentive Plan Restricted Stock Unit Award Agreement (incorporated by reference to Exhibit 10.2 of the Company’s Current Report on Form 8-K filed on February 23, 2009). 10.9* 2008 Equity Incentive Plan Incentive Stock Option (incorporated by reference to Exhibit 10.3 of the Company’s Current Report on Form 8-K filed on February 23, 2009). 10.10* 2008 Equity Incentive Plan Non-Qualified Stock Option (incorporated by reference to Exhibit 10.4 of the Company’s Current Report on Form 8-K filed on February 23, 2009). 10.11* 10.12* 10.13* 10.14* 10.15* 10.16* 10.17* Restated Old Second Bancorp, Inc. 2014 Equity Incentive Plan (restated to combine the 2014 Equity Incentive Plan included as Appendix A to the Company’s Proxy Statement filed on Form DEFA filed on April 21, 2014, and the First Amendment thereto and to correct a scrivener’s error in such First Amendment included as Appendix A to the Company’s Proxy Statement filed on Form DEF14A filed on April 12, 2016) (incorporated by reference to Exhibit 10.1 of the Company’s Quarterly Report on Form 10-Q filed on November 7, 2018). Offer Letter, dated August 1, 2016, between Old Second National Bank and Gary Collins incorporated by reference to Exhibit 10.1 of the Company’s Quarterly Report on Form 10-Q filed on November 8, 2016. 2014 Equity Incentive Plan Restricted Stock Award Agreement (incorporated by reference to Exhibit 4.3 of the Company’s Registration Statement on Form S-8 filed on June 24, 2014). 2014 Equity Incentive Plan Restricted Stock Unit Award Agreement (incorporated by reference to Exhibit 4.4 of the Company’s Registration Statement on Form S-8 filed on June 24, 2014). Old Second Bancorp, Inc. 2002 Long-Term Incentive Plan (incorporated by reference to Exhibit 10.1 of the Company’s Registration Statement on Form S-8 filed on September 12, 2006). Offer letter, dated April 3, 2017, between the Company and Bradley Adams (incorporated by reference to Exhibit 10.1 of the Company’s Quarterly Report on Form 10-Q filed on August 7, 2017). Revised Compensation and Benefits Assurance Agreement, dated as of April 25, 2017, between the Company and Gary Collins (incorporated by reference to Exhibit 10.1 of the Company’s Current Report on Form 8-K filed on April 28, 2017). 110 10.18* 10.19* 10.20* 10.21* 10.22* Compensation and Benefits Assurance Agreement, dated May 2, 2017, between the Company and Bradley Adams (incorporated by reference to Exhibit 10.2 of the Company’s Quarterly Report on Form 10-Q filed on August 7, 2017). First Amendment of Old Second Bancorp, Inc. Employment Agreement with James Eccher dated as of September 1, 2017 (incorporated by reference to Exhibit 10.1 of the Company’s Current Report on Form 8-K filed on September 1, 2017). Form of Compensation and Benefits Assurance Agreement (incorporated by reference to Exhibit 10.2 of the Company’s Current Report on Form 8-K filed on September 1, 2017). Pursuant to Instruction 2 of Item 601, one form of Compensation and Benefits Assurance Agreement has been filed which has been executed by each of the following executive officers: Keith Gottschalk and Donald Pilmer. Executive Annual Incentive Plan dated February 19, 2018 (incorporated by reference to Exhibit 10.1 of the Company’s Current Report on Form 8-K filed on February 23, 2018). Form of Performance-Based Restricted Stock Unit Agreement (incorporated by reference to Exhibit 10.1 of the Company’s Current Report on Form 8-K filed on April 18, 2018). 10.23* Form of Director Performance-Based Restricted Stock Agreement (incorporated by reference to Exhibit 10.2 of the Company’s Quarterly Report on Form 10-Q filed on August 7, 2018). 10.24* Old Second Bancorp, Inc. 2019 Equity Incentive Plan (incorporated by reference to Appendix A to the Company’s definitive proxy statement for the Annual Meeting filed with the SEC on April 19, 2019). 10.25* Form of Time Vesting Restricted Stock Unit Award Agreement (incorporated by reference to Exhibit 4.8 to the Company’s Registration Statement on Form S-8 filed on May 29, 2019). 10.26* Form of Director Time Vesting Restricted Stock Unit Award Agreement (incorporated by reference to Exhibit 4.9 to the Company’s Registration Statement on Form S-8 filed on May 29, 2019). 21.1 A list of all subsidiaries of the Company. 23.1 Consent of Plante & Moran, PLLC. 24.1 Power of Attorney (contained herein as part of the signature pages). 31.1 Certification of Chief Executive Officer Pursuant to Rule 13a-14(a)/15d-14(a). 31.2 Certification of Chief Financial Officer Pursuant to Rule 13a-14(a)/15d-14(a). 32.1 32.2 101 Certification of Chief Executive Officer Pursuant to 18 U.S.C. Section 1350, as adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. Certification of Chief Executive Officer Pursuant to 18 U.S.C. Section 1350, as adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. Interactive data files pursuant to Rule 405 of Regulation S-T: (i) Consolidated Balance Sheets December 31, 2019, and December 31, 2018; (ii) Consolidated Statements of Income Years Ended December 31, 2019, 2018 and 2017; (iii) Consolidated Statements of Comprehensive Income Years Ended December 31, 2019, 2018 and 2017; (iv) Consolidated Statements of Cash Flows Years Ended December 31, 2019, 2018 and 2017; (v) Changes in Stockholders’ Equity Years Ended December 31, 2019, 2018 and 2017; and (vi) Notes to Consolidated Financial Statements, tagged as blocks of text and in detail. *Management contract or compensatory plan or arrangement. 111 Pursuant to the requirements of the Securities and Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized. SIGNATURES OLD SECOND BANCORP, INC. BY: /s/ James L. Eccher James L. Eccher President and Chief Executive Officer DATE: March 06, 2020 112 SIGNATURES (Continued) KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints James L. Eccher, his true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution, for him and in his name, place and stead, in any and all capacities, to sign any and all amendments to this Annual Report on Form 10-K, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto attorney-in-fact and agent full power and authority to do and perform each and every act and thing requisite or necessary to be done in and about the premises, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that attorney-in-fact and agent, or his substitute or substitutes, may lawfully do or cause to be done by virtue hereof. Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the Registrant and in the capacities and on the dates indicated. Signature Title Date /s/ William B. Skoglund William B. Skoglund /s/ James L. Eccher James L. Eccher /s/ Bradley S. Adams Bradley S. Adams /s/ Gary Collins Gary Collins /s/ Edward Bonifas Edward Bonifas /s/ Barry Finn Barry Finn /s/ William Kane William Kane /s/ John Ladowicz John Ladowicz /s/ Hugh McLean Hugh McLean /s/ Duane Suits Duane Suits /s/ James F. Tapscott James F. Tapscott /s/ Patti Temple Rocks Patti Temple Rocks Chairman of the Board, Director March 06, 2020 President and Chief Executive Officer, Director Old Second Bancorp and Old Second National Bank (principal executive officer) March 06, 2020 Executive Vice President and Chief Financial Officer (principal financial and accounting officer) March 06, 2020 Vice Chairman of the Board, Director March 06, 2020 Director Director Director Director Director Director Director Director 113 March 06, 2020 March 06, 2020 March 06, 2020 March 06, 2020 March 06, 2020 March 06, 2020 March 06, 2020 March 06, 2020 Old Second Bancorp, Inc. and Old Second National Bank Directors William Skoglund Chairman Old Second Bancorp, Inc. & Old Second National Bank James Eccher President & CEO Old Second Bancorp, Inc. & Old Second National Bank Gary Collins Vice Chairman Old Second Bancorp, Inc. & Old Second National Bank Edward Bonifas Executive Vice President Alarm Detection Systems, Inc. Barry Finn Retired, President & CEO Rush-Copley Medical Center William Kane General Partner The Label Printers, Inc. John Ladowicz Former Chairman & CEO HeritageBanc Inc. & Heritage Bank Hugh McLean Partner, Rock Island Capital, LLC Former Regional President of Talmer Bancorp, Inc. Duane Suits Retired Partner, Sikich LLP James Tapscott Retired Partner, McGladrey LLP Patti Temple Rocks Senior Partner, Head of Client Impact ICF Next Old Second Bancorp, Inc. and Old Second National Bank Executive Officers James Eccher President & CEO Old Second Bancorp, Inc. & Old Second National Bank Gary Collins Vice Chairman Old Second Bancorp, Inc. & Old Second National Bank Bradley Adams Executive Vice President, Chief Financial Officer Old Second Bancorp, Inc. & Old Second National Bank Member FDIC Donald Pilmer Executive Vice President, Chief Lending Officer Old Second Bancorp, Inc. & Old Second National Bank Keith Gottschalk Executive Vice President, Digital Banking Services Old Second Bancorp, Inc. & Old Second National Bank 114 90 MCHENRY 23 Huntley Crystal Lake 14 Lake-in-the-Hills Algonquin Carpenters- Lake Zurich 22 94 45 Genoa 23 Hampshire 72 Pingree Grove Sleepy Hollow 47 20 Elgin Burlington 59 Hoffman Estates 90 Arlington Heights 94 294 Sycamore DeKalb KANE Wasco Maple Park 38 Elburn Geneva 25 88 Kaneville Batavia 31 N. Aurora Sugar Grove Big Rock Aurora 30 Montgomery DEKALB Hinckley 30 23 Sandwich Schaumburg 290 Bensenville St. Charles 23 W. Chicago 20 290 Carol Stream 355 Winfield DUPAGE Wheaton COOK Oak Park 290 45 20 294 Chicago 56 Warrenville Downers Grove Oak Brook Lisle 34 Naperville Bolingbrook 55 Plano 34 Yorkville Oswego 30 59 Romeoville 53 Lockport KENDALL 47 Plainfield WILL Joliet 90 94 57 94 94 94 80 Oak Lawn 45 Orland Park 71 LASALLE 23 Ottawa Morris 80 Shorewood Minooka 55 30 80 Mokena New Lenox Frankfort Chicago Heights 57 71 GRUNDY 45 Peotone Old Second National Bank 37 S. River St., Aurora 555 Redwood Dr., Aurora 1350 N. Farnsworth Ave., Aurora 1230 N. Orchard Road, Aurora 4080 Fox Valley Ctr. Dr., Aurora 1991 W. Wilson St., Batavia 2 S. York Road, Bensenville 194 S. Main St., Burlington 9443 S. Ashland Ave., Chicago 6400 W. North Avenue, Chicago 1301 W. Taylor Street, Chicago 333 W. Wacker Dr., Ste. 1010, Chicago 195 W. Joe Orr Rd., Chicago Heights 749 N. Main St., Elburn 3290 Rt. 20, Elgin 20201 S. LaGrange Rd., Frankfort 850 Essington Rd., Joliet 2S101 Harter Rd., Kaneville 3101 Ogden Ave., Lisle 200 W. John St., North Aurora 1200 Douglas Rd., Oswego 323 E. Norris Dr., Ottawa 7050 Burroughs Ave., Plano 801 S. Kirk Road, St. Charles Route 47 @ Cross St., Sugar Grove 1810 DeKalb Ave., Sycamore 40W422 Route 64, Wasco 26 W. Countryside Pkwy., Yorkville 420 S. Bridge St., Yorkville 115 Member FDIC Old Second Bancorp, Inc. 37 South River Street, Aurora, IL 60506-4173 •  www.oldsecond.com • 1-877-866-0202 

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