UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

(Mark One)

[ X ] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended September 30, 2011

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

For the transition period from _________ to __________

Commission file number 000-09785

TRI CITY BANKSHARES CORPORATION

(Exact name of registrant as specified in its charter)

Wisconsin (State or other jurisdiction of incorporation or organization)	39-1158740 (IRS Employer Identification No.)

6400 S. 27th Street, Oak Creek, WI (Address of principal executive offices)

53154 (Zip Code)

(414) 761-1610 (Registrant’s telephone number, including area code)

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 X NO ___

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (Section 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).

YES X NO ___

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

Large accelerated filer ____ Accelerated filer ____

Non-accelerated filer (Do not check if a smaller reporting company) ____

Smaller reporting company X

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).

YES ___ NO X

The number of shares outstanding of the registrant’s $1.00 par value common stock as of November 9, 2011 was 8,904,915 shares.

PART I - FINANCIAL INFORMATION

ITEM 1 -	FINANCIAL STATEMENTS	4

ITEM 2 -	MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS	30

ITEM 3 -	QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK	45

ITEM 4 -	CONTROLS AND PROCEDURES	45

PART II - OTHER INFORMATION

ITEM 1 -	LEGAL PROCEEDINGS	46

ITEM 1A -	RISK FACTORS	46

ITEM 2 -	UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS	47

ITEM 3 -	DEFAULTS UPON SENIOR SECURITIES	47

ITEM 5 -	OTHER INFORMATION	47

ITEM 6 -	EXHIBITS	47

Signatures		48

Exhibit Index		49

PART I - FINANCIAL INFORMATION

ITEM 1 - FINANCIAL STATEMENTS

TRI CITY BANKSHARES CORPORATION

CONSOLIDATED BALANCE SHEETS

	September 30, 2011 (Unaudited)		December 31, 2010
ASSETS
Cash and due from banks	$	28,039,774	$	39,849,020
Federal funds sold		54,505,756		88,221,710
Cash and cash equivalents		82,545,530		128,070,730
Held to maturity securities, fair value of $280,010,083 and $227,276,572 as of September 30, 2011 and December 31 2010, respectively		277,498,452		227,803,832
Loans, less allowance for loan losses of $9,899,594 and $9,526,592 as of September 30, 2011 and December 31, 2010, respectively		706,314,137		737,302,103
Premises and equipment – net		19,413,860		20,321,474
Cash surrender value of life insurance		12,375,414		12,024,264
Mortgage servicing rights – net		1,576,070		1,702,696
Core deposit intangible		1,109,690		1,423,354
Other real estate owned		8,639,616		5,407,205
Other assets		8,225,659		7,631,485
Total Assets	$	1,117,698,428	$	1,141,687,143


LIABILITIES AND STOCKHOLDERS’ EQUITY

LIABILITIES
Deposits
Demand	$	174,289,631	$	163,121,460
Savings and NOW		630,274,100		644,239,785
Other time		183,180,251		211,086,047
Total Deposits		987,743,982		1,018,447,292
Other borrowings		2,203,993		4,815,964
Other liabilities		6,033,174		4,089,334
Total Liabilities		995,981,149		1,027,352,590

COMMITMENTS AND CONTINGENCIES

STOCKHOLDERS’ EQUITY
Cumulative preferred stock, $1 par value, 200,000 shares authorized, no shares issued		-		-
Common stock, $1 par value, 15,000,000 shares authorized, 8,904,915 shares issued and outstanding of September 30, 2011 and December 31, 2010		8,904,915		8,904,915
Additional paid-in capital		26,543,470		26,543,470
Retained earnings		86,268,894		78,886,168
Total Stockholders’ Equity		121,717,279		114,334,553
Total Liabilities and Stockholders’ Equity	$	1,117,698,428	$	1,141,687,143

See notes to unaudited consolidated financial statements.

TRI CITY BANKSHARES CORPORATION

CONSOLIDATED STATEMENTS OF INCOME

For Three Months Ended September 30, 2011 and 2010

(Unaudited)

	2011		2010
INTEREST INCOME
Loans	$	11,339,907	$	14,279,531
Investment Securities:
Taxable		1,248,862		708,131
Tax exempt		360,440		387,225
Federal funds sold		6,538		25,436
Other		-		-
Total Interest Income		12,955,747		15,400,323

INTEREST EXPENSE
Deposits		1,086,138		1,301,108
Other borrowings		207		-
Total Interest Expense		1,086,345		1,301,108
Net interest income before provision for loan losses		11,869,402		14,099,215
Provision for loan losses		2,050,000		1,400,000
Net interest income after provision for loan losses		9,819,402		12,699,215

NONINTEREST INCOME
Service charges on deposits		2,628,795		2,619,663
Loan servicing income		89,666		64,681
Net gain on sale of loans		281,631		314,838
Increase in cash surrender value of life insurance		119,031		119,166
Non-accretable loan discount		654,854		306,040
Other income		387,334		315,026
Total Noninterest Income		4,161,311		3,739,414

NONINTEREST EXPENSE
Salaries and employee benefits		5,621,504		5,431,699
Net occupancy costs		992,048		1,044,260
Furniture and equipment expenses		423,701		454,549
Computer services		936,358		934,132
Advertising and promotional		312,434		341,232
FDIC and other regulatory assessments		299,666		447,565
Office supplies		183,572		213,795
Acquisition expense		-		16,083
Core deposit intangible amortization		104,555		141,928
Other		1,365,996		1,457,000
Total Noninterest Expense		10,239,834		10,482,243
Income before income taxes		3,740,879		5,956,386
Less: Applicable income taxes		1,296,501		2,202,000
Net Income	$	2,444,378	$	3,754,386
Basic and fully diluted earnings per share	$	0.28	$	0.42
Dividends per share	$	-	$	0.30
Weighted average shares outstanding		8,904,915		8,904,915

See notes to unaudited consolidated financial statements.

TRI CITY BANKSHARES CORPORATION

CONSOLIDATED STATEMENTS OF INCOME

For Nine Months Ended September 30, 2011 and 2010

(Unaudited)

	2011		2010
INTEREST INCOME
Loans	$	35,072,748	$	43,750,805
Investment Securities:
Taxable		3,257,654		3,083,938
Tax exempt		1,032,336		1,148,351
Federal funds sold		20,743		45,525
Other		9,663		9,663
Total Interest Income		39,393,144		48,038,282

INTEREST EXPENSE
Deposits		3,581,707		4,225,309
Other borrowings		12,319		844
Total Interest Expense		3,594,026		4,226,153
Net interest income before provision for loan losses		35,799,118		43,812,129
Provision for loan losses		5,370,000		4,130,000
Net interest income after provision for loan losses		30,429,118		39,682,129

NONINTEREST INCOME
Service charges on deposits		7,505,602		7,679,966
Loan servicing income		304,665		298,684
Net gain on sale of loans		605,593		652,149
Increase in cash surrender value of life insurance		351,150		353,661
Non-accretable loan discount		1,752,049		1,653,619
Other income		722,167		1,439,510
Total Noninterest Income		11,241,226		12,077,589

NONINTEREST EXPENSE
Salaries and employee benefits		16,788,771		16,287,048
Net occupancy costs		3,088,630		3,043,167
Furniture and equipment expenses		1,222,440		1,326,138
Computer services		2,759,091		2,626,717
Advertising and promotional		873,708		1,008,853
FDIC and other regulatory assessments		1,017,316		2,021,868
Office supplies		569,132		616,501
Acquisition expense		-		370,214
Core deposit intangible amortization		313,664		425,784
Other		4,036,578		3,873,661
Total Noninterest Expense		30,669,330		31,599,951
Income before income taxes		11,001,014		20,159,767
Less: Applicable income taxes		3,618,288		7,530,500
Net Income	$	7,382,726	$	12,629,267
Basic and fully diluted earnings per share	$	0.83	$	1.42
Dividends per share	$	-	$	0.90
Weighted average shares outstanding		8,904,915		8,904,915

See notes to unaudited consolidated financial statements.

TRI CITY BANKSHARES CORPORATION

CONSOLIDATED STATEMENTS OF CASH FLOWS

For Nine Months Ended September, 2011 and 2010

(Unaudited)

	2011			2010
CASH FLOWS FROM OPERATING ACTIVITIES
Net Income	$	7,382,726		$	12,629,267
Adjustments to reconcile net income to net cash flows provided by operating activities:
Depreciation		1,645,553			1,712,516
Amortization of servicing rights, premiums and discounts -net		(4,458,795	)		908,371
Net gain on sale of loans		(605,593	)		(652,149	)
Amortization of core deposit intangible		313,664			425,784
Provision for loan losses		5,370,000			4,130,000
Proceeds from sales of loans held for sale		29,460,823			33,586,566
Originations of loans held for sale		(29,035,265	)		(33,145,073	)
Increase in cash surrender value of life insurance		(351,150	)		(353,660	)
Gain on disposal of fixed assets		(14,950	)		(38,620	)
Gain on sale of other real estate owned		(614,372	)		(1,074,657	)
Net change in:
Accrued interest receivable and other assets		(594,174	)		5,987,201
Accrued interest payable and other liabilities		1,943,840			(8,820,776	)
Net Cash Flows Provided by Operating Activities		10,442,307			15,294,770
CASH FLOWS FROM INVESTING ACTIVITIES
Activity in held to maturity securities:
Maturities, prepayments and calls		184,897,677			155,199,588
Purchases		(235,315,885	)		(155,257,830	)
Net decrease in loans		21,515,967			13,465,836
Proceeds from sales of premises and equipment		27,600			216,998
Purchases of premises and equipment –net		(750,589	)		(2,549,111	)
Proceeds from sale of other real estate owned		6,973,004			6,614,267
Net Cash Flows Provided by/(Used In) Investing Activities		(22,652,226	)		17,689,748
CASH FLOWS FROM FINANCING ACTIVITIES
Net decrease in deposits		(30,703,310	)		(42,600,701	)
Net change in other borrowings		(2,611,971	)		(1,102,779	)
Dividends paid		-			(8,014,361	)
Net Cash Flows Used in Financing Activities		(33,315,281	)		(51,717,841	)
Net Change in Cash and Cash Equivalents		(45,525,200	)		(18,733,323	)
CASH AND CASH EQUIVALENTS - BEGINNING OF PERIOD		128,070,730			100,102,542
CASH AND CASH EQUIVALENTS - END OF PERIOD	$	82,545,530		$	81,369,219
Non Cash Transactions:
Loans receivable transferred to other real estate owned	$	9,591,043		$	5,372,615
Mortgage servicing rights resulting from sale of loans	$	180,035		$	210,656
Supplemental Cash Flow Disclosures:
Cash paid for interest	$	3,674,124		$	5,709,896
Cash paid for income taxes	$	3,180,000		$	11,880,000

See notes to unaudited consolidated financial statements.

TRI CITY BANKSHARES CORPORATION

NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

1. Basis of Presentation

The accompanying unaudited consolidated financial statements of Tri City Bankshares Corporation (“Tri City” or the “Corporation”) have been prepared in accordance with accounting principles generally accepted in the United States (“GAAP”) for interim financial information and with the instructions to Form 10-Q and Article 8 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by GAAP for complete financial statements. These consolidated financial statements should be read in conjunction with the audited consolidated financial statements and the notes thereto included in the Corporation’s Annual Report on Form 10-K for the year ended December 31, 2010 (the “2010 Form 10-K”). The December 31, 2010 financial information included herein is derived from the December 31, 2010 Consolidated Balance Sheet of Tri City, which is included in the 2010 Form 10-K.

The Corporation’s business is conducted primarily through its wholly-owned banking subsidiary, Tri City National Bank (“Bank”).

In the opinion of management, the accompanying unaudited consolidated financial statements contain all interim adjustments, consisting of normal recurring accruals, for a fair presentation of the results for the interim periods presented. The operating results for the first nine months of 2011 are not necessarily indicative of the results that may be expected for the entire 2011 fiscal year. Tri City has evaluated the consolidated financial statements for subsequent events through the date of the filing of this Form 10-Q.

2. Use of Estimates

In preparing consolidated financial statements in conformity with GAAP, management is required to make estimates and assumptions that affect the reported amounts of assets and liabilities as of the date of the balance sheet and reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. Material estimates that are particularly susceptible to significant change in the near term relate to the determination of the allowance for loan losses and the estimated fair market values of both the acquired loans and other real estate owned.

3. Recent Accounting Pronouncements

ASU No. 2010-20, “Receivables (Topic 310): Disclosure about Credit Quality of Financing Receivables and Allowance For Credit Losses.” This guidance requires an entity to provide disclosures that facilitate the evaluation of the nature of credit risk inherent in its portfolio of financing receivables; how that risk is analyzed and assessed in determining the allowance for credit losses; and the changes and reasons for those changes in the allowance for credit losses. To achieve those objectives, disclosures on a disaggregated basis must be provided on two defined levels: (1) portfolio segment; and (2) class of financing receivable. This guidance makes changes to existing disclosure requirements and includes additional disclosure requirements relating to financing receivables. Short-term accounts receivable, receivables measured at fair value or lower of cost or fair value and debt securities are exempt from this guidance. The disclosures related to period-end information were required to be provided in all interim and annual periods ending on or after December 15, 2010. Disclosures of activity that occur during the reporting period are required in interim and annual periods beginning on or after December 15, 2010. The provisions of ASU No. 2010-20 had no impact on the Corporation’s consolidated financial condition, results of operations or liquidity.

ASU No. 2011-2, “Receivables (Topic 310): A Creditor’s Determination of Whether a Restructuring Is a Troubled Debt Restructuring.” This guidance provides additional guidance and clarification to assist creditors in determining whether a creditor has granted a concession and whether the debtor is experiencing financial difficulties for purposes of determining whether a restructuring constitutes a troubled debt restructuring. The amendments to Topic 310 clarify guidance on the creditor’s evaluation of whether it granted a concession by requiring the creditor to evaluate whether: (1) the debtor does not otherwise have access to funds at a market rate for debt with similar risk characteristics as the restructured debt such that the restructuring should be considered below-market rate, which may indicate that the creditor has granted a concession; (2) a temporary or permanent increase in the contractual interest rate as a result of the restructuring does not preclude the restructuring from being a concession as the new contractual rate may be below-market; and (3) a restructuring that results in a delay that is insignificant is not a concession. The guidance also clarifies whether a debtor is experiencing financial difficulties even though the debtor may not be in default. The amendments are effective for the first interim or annual period beginning on or after September 15, 2011 and apply retrospectively to restructurings occurring on or after the beginning of the year. The provisions of this guidance will not have a material impact on the Corporation’s consolidated financial condition, results of operations or liquidity.

ASU No. 2011-04, “Fair Value Measurement (Topic 820): Amendments to Achieve Common Fair Value Measurement and Disclosure Requirements in U.S. GAAP and IFRSs.” This ASU represents the converged guidance of the FASB and IASB (the Boards) on fair value measurement. The collective efforts of the Boards and their staffs, reflected in ASU 2011-04, have resulted in common requirements for measuring fair value and for disclosing information about fair value measurements, including a consistent meaning of the term “fair value.” The Boards have concluded the common requirements will result in greater comparability of fair value measurements presented and disclosed in financial statements prepared in accordance with U.S. GAAP and IFRSs. The amendments to the FASB Accounting Standards Codification in this ASU are to be applied prospectively. For public entities, the amendments are effective during interim and annual periods beginning after December 15, 2011. Early application by public entities is not permitted. The provisions of this guidance are not expected to have a significant impact on our consolidated financial condition, results of operations or liquidity.

4. Fair Value of Financial Instruments

The accounting guidance for fair value measurements and disclosures establishes a three-level valuation hierarchy for disclosure of fair value measurements. The valuation hierarchy favors the transparency of inputs to the valuation of an asset or liability as of the measurement date and thereby favors use of Level 1 if appropriate information is available, and otherwise Level 2 and finally Level 3 if a Level 2 input is not available. The three levels are defined as follows.

Level 1 — Fair value is based upon quoted prices (unadjusted) for identical assets or liabilities in active markets in which the Corporation can participate.

Level 2 — Fair value is based upon quoted prices for similar (i.e., not identical) assets and liabilities in active markets, and other inputs that are observable for the asset or liability, either directly or indirectly, for substantially the full term of the financial instrument.

Level 3 — Fair value is based upon financial models using primarily unobservable inputs.

A financial instrument’s categorization within the valuation hierarchy is based upon the lowest level of input within the valuation hierarchy that is significant to the fair value measurement.

The Corporation has an established process for determining fair values. Fair value is based upon quoted market prices, where available. If listed prices or quotes are not available, fair value is based upon internally developed models that use primarily market-based or independently-sourced market parameters, including interest rate yield curves and option volatilities. Valuation adjustments may be made to ensure that financial instruments are recorded at fair value. These adjustments include amounts to reflect counterparty credit quality, creditworthiness, liquidity and unobservable parameters that are applied consistently over time. Any changes to the valuation methodology are reviewed by management to determine appropriateness of the changes. As markets develop and the pricing for certain products becomes more transparent, the Corporation expects to continue to refine its valuation methodologies.

The methods described above may produce a fair value estimate that may not be indicative of net realizable value or reflective of future fair values. Further, while the Corporation believes its valuation methods are appropriate and consistent with other market participants, the use of different methodologies or assumptions to determine the fair value of certain financial instruments could result in different estimates of fair values of the same financial instruments at the reporting date.

As of September 30, 2011 and December 31, 2010 the Bank did not carry any assets that were measured at fair value on a recurring basis.

Assets measured at fair value on a nonrecurring basis

The Bank has assets that under certain conditions are subject to measurement at fair value on a nonrecurring basis. These include assets that are measured at the lower of cost or market and had a fair value below cost at the end of the period as summarized below.

	Balance at 09/30/11		Level 1		Level 2		Level 3
Loans held for investment	$	14,027,028	$	-	$	-	$	14,027,028
Other real estate owned		8,639,616		-		-		8,639,616
Totals	$	22,666,644	$	-	$	-	$	22,666,644

	Balance at 12/31/10		Level 1		Level 2		Level 3
Loans held for investment	$	12,630,600	$	-	$	-	$	12,630,600
Other real estate owned		5,407,205		-		-		5,407,205
Totals	$	18,037,805	$	-	$	-	$	18,037,805

The estimated fair values of financial instruments at September 30, 2011 and December 31, 2010 are as follows:

	September 30, 2011				December 31, 2010
	Carrying Amount		Estimated Fair Value			Carrying Amount		Estimated Fair Value
FINANCIAL ASSETS
Cash and due from banks	$	28,039,774	$	28,039,774		$	39,849,020	$	39,849,020
Federal funds sold		54,505,756		54,505,756			88,221,710		88,221,710
Held to maturity securities		277,498,452		280,010,083			227,803,832		227,276,572
Federal reserve stock		322,100		322,100			322,100		322,100
Loans held for investment, net		706,314,137		717,070,333			737,302,103		744,855,523
Cash surrender value of life insurance		12,375,414		12,375,414			12,024,264		12,024,264
Mortgage servicing rights		1,576,070		2,860,104			1,702,696		2,784,581
Accrued interest receivable		4,682,850		4,682,850			4,120,030		4,120,030
FINANCIAL LIABILITIES
Deposits	$	987,743,982	$	986,117,695		$	1,018,447,292	$	1,016,209,456
Other borrowings		2,203,993		2,203,993			4,815,964		4,815,964
Accrued interest payable		280,075		280,075			360,173		360,173

The following is a description of the valuation methodologies used by the Corporation to estimate fair value, as well as the general classification of financial instruments pursuant to the valuation hierarchy:

Cash and due from banks – Due to their short-term nature, the carrying amount of cash and due from banks approximates fair value.

Fed funds sold – Due to their short-term nature, the carrying amount of Fed funds sold approximates fair value.

Held to maturity securities – The fair value is estimated using quoted market prices.

Federal Reserve Bank Stock – It is not practical to determine the fair value of Federal Reserve Bank (“FRB”) Stock due to restrictions placed on its transferability. No secondary market exists for FRB stock. The stock is bought and sold at par by the FRB. Management believes the recorded value is the fair value.

Non-marketable equity securities – The fair value is estimated using values of comparable securities.

Loans held for investment - The Bank does not record loans held for investment at fair value on a recurring basis. However, from time to time, a particular loan may be considered impaired and an allowance for loan losses established. Loans for which it is probable that payment of interest and principal will not be made in accordance with the contractual terms of the loan agreement are considered impaired. Once a loan is identified as individually impaired, management measures impairment in accordance with relevant accounting guidance. The fair value of impaired loans is estimated using one of several methods, including collateral value, market value of similar debt, enterprise value, liquidation value or discounted cash flows. Those impaired loans not requiring an allowance represent loans for which the fair value of the expected repayments or collateral exceeds the recorded investments in such loans. At September 30, 2011, substantially all of the impaired loans were evaluated based on the fair value of the collateral. In accordance with relevant accounting guidance, impaired loans where an allowance is established based on the fair value of collateral require classification in the fair value hierarchy. When the fair value of the collateral is based on an observable market price or a current appraised value, the Bank records the impaired loan as a nonrecurring Level 2 valuation. Valuations based on management estimates are recorded as nonrecurring Level 3. Mortgage loans available for sale and held for investment are valued using fair values attributable to similar mortgage loans. The fair value of the other loans is based on the fair value of obligations with similar credit characteristics.

Cash surrender value of life insurance – Fair value is based on the cash surrender value of the individual policies as provided by the insurance agency.

Mortgage servicing rights - The Bank does not record mortgage servicing rights (MSRs) at fair value on a recurring basis. However, from time to time, MSRs may be considered impaired and a valuation allowance is established. MSRs for which amortized cost exceeds fair value are considered impaired. The fair value of MSRs is estimated using third-party information for selected asset price tables for servicing cost and servicing fees applied to the Bank’s portfolio of serviced loans. The Bank records impaired MSRs as a nonrecurring Level 2 valuation.

Other real estate owned - Loans on which the underlying collateral has been repossessed are recorded at the lesser of (i) carrying value or (ii) at fair value less estimated costs to sell upon transfer to other real estate owned (“OREO”). Fair value is based upon independent market prices, appraised values of the collateral or management’s estimation of the value of the collateral. When the fair value of the collateral is based on an observable market price or a current appraised value, the Bank records the other real estate owned as a nonrecurring Level 2 valuation. Valuations based on management estimates are recorded as nonrecurring Level 3.

Deposit Accounts - The fair value of demand deposits and savings accounts approximates the carrying amount. The fair value of fixed maturity certificates of deposit is estimated using the rates currently offered forcertificates of deposit with similar remaining maturities.

Other borrowings – The carrying value of other borrowings, including federal funds purchased and repurchase agreements, approximates fair value.

The estimated fair value of fee income on letters of credit outstanding at September 30, 2011 and December 31, 2010 is insignificant. Loan commitments on which the committed interest rate is less than the current market rate are also insignificant at September 30, 2011 and December 31, 2010.

The Bank assumes interest rate risk (the risk that general interest rate levels will change) as part of its normal operations. As a result, fair values of the Bank’s financial instruments will change when interest rate levels change and that change may be either favorable or unfavorable to the Bank. Management attempts to match maturities of assets and liabilities to the extent believed necessary to minimize interest rate risk. However, borrowers with fixed rate obligations are less likely to prepay in a rising rate environment and more likely to prepay in a falling rate environment. Conversely, depositors who are receiving fixed rates are more likely to withdraw funds before maturity in a rising rate environment and less likely to do so in a falling rate environment. Management monitors rates and maturities of assets and liabilities and attempts to minimize interest rate risk by adjusting terms of new loans and deposits and by investing in securities with terms that mitigate the Bank's overall interest rate risk.

5. Held to Maturity Securities

Amortized costs and fair values of held to maturity securities as of September 30, 2011 and December 31, 2010 are summarized as follows:

	September 30, 2011
	Amortized Cost		Unrealized Gains		Unrealized Losses			Fair Value
Obligations of:
States and political subdivisions	$	61,295,996	$	1,662,693	$	(18,961	)	$	62,939,728
U.S. government-sponsored entities		216,127,456		879,899		(12,000	)		216,995,355
Other		75,000		-		-			75,000
Totals	$	277,498,452	$	2,542,592	$	(30,961	)	$	280,010,083

	December 31, 2010
	Amortized Cost		Unrealized Gains		Unrealized Losses			Fair Value
Obligations of:
States and political subdivisions	$	51,315,102	$	843,803	$	(119,745	)	$	52,039,160
U.S. government-sponsored entities		176,388,730		704,904		(1,956,222	)		175,137,412
Other		100,000		-		-			100,000
Totals	$	227,803,832	$	1,548,707	$	(2,075,967	)	$	227,276,572

Obligations of U.S. government-sponsored entities consist of securities issued by the Federal Home Loan Mortgage Corporation and Federal National Mortgage Association.

The amortized cost and fair value of held-to-maturity securities at September 30, 2011 by contractual maturity are shown below. Expected maturities differ from contractual maturities because borrowers or issuers may have the right to call or prepay obligations with or without call or prepayment penalties.

	Amortized Cost		Fair Value
Due in one year or less	$	23,526,707	$	23,589,280
Due after one year less than 5 years		58,724,807		60,181,250
Due after 5 years less than 10 years		161,373,519		162,081,798
Due in more than 10 years		33,873,419		34,157,755
Totals	$	277,498,452	$	280,010,083

The following table summarizes the portion of the Bank’s held to maturity securities portfolio which has gross unrealized losses, reflecting the length of time that individual securities have been in a continuous unrealized loss position at September 30, 2011 and December 31, 2010.

	September 30, 2011
	Continuous unrealized losses existing for less than 12 months					Continuous unrealized losses existing for 12 months or more				Total
	Fair Value		Unrealized Losses			Fair Value		Unrealized Losses		Fair Value		Unrealized Losses
Obligations of:
States and political subdivisions	$	2,400,931	$	(18,961	)	$	-	$	-	$	2,400,931	$	(18,961	)
U.S. government-sponsored entities and corporations		19,988,000		(12,000	)		-		-		19,888,000		(12,000	)
Totals	$	22,388,931	$	(30,961	)	$	-	$	-	$	22,388,931	$	(30,961	)

	December 31, 2010
	Continuous unrealized losses existing for less than 12 months					Continuous unrealized losses existing for 12 months or more					Total
	Fair Value		Unrealized Losses			Fair Value		Unrealized Losses			Fair Value		Unrealized Losses
Obligations of:
States and political subdivisions	$	13,884,930	$	(115,639	)	$	508,550	$	(4,106	)	$	14,393,480	$	(119,745	)
U.S. government-sponsored entities and corporations		119,139,262		(1,956,222	)		-		-			119,139,262		(1,956,222	)
Totals	$	133,024,192	$	(2,071,861	)	$	508,550	$	(4,106	)	$	133,532,742	$	(2,075,967	)

Management does not believe any individual unrealized loss as of September 30, 2011 or December 31, 2010 represents other than temporary impairment. At September 30, 2011, the Bank held no investment securities that had unrealized losses existing for greater than 12 months and at December 31, 2010 the Bank held one state and political subdivision investment security that had unrealized losses existing for greater than 12 months. Management believes the temporary impairment in fair value was caused by market fluctuations in interest rates and not by a deterioration in credit quality of the underlying portfolio of securities. Since securities are held to maturity, management does not believe that the Bank will experience any losses on these investments.

6. Loans

Major classifications of loans are as follows as of September 30, 2011 and December 31, 2010:

	September 30, 2011				December 31, 2010
Commercial	$	20,207,120		$	25,451,474
Real Estate
Construction		52,801,281			55,974,007
Commercial		292,769,929			285,862,944
Residential		296,180,755			319,789,488
Multifamily		38,443,240			41,073,712
Installment and Consumer		15,811,406			18,677,070
	$	716,213,731		$	746,828,695
Less: Allowance for loan losses		(9,899,594	)		(9,526,592	)
Net Loans	$	706,314,137		$	737,302,103

Credit risk tends to be geographically concentrated in that 96% of the loan customers are located in the local markets serviced by the Bank in Wisconsin. The Bank's extension of credit is governed by its credit risk policy which was established to control the quality of the Bank's loans. This policy is reviewed and approved by the Board of Directors on a regular basis.

Commercial loans - Historically commercial and industrial (“C&I”) lending has been a small part of the Bank’s portfolio which continues to be the case in 2011. C&I balances have decreased during these difficult economic times. Reductions of outstanding balances on lines of credit have occurred as well as the demand for term financing as businesses made little, if any, investment in new equipment. C&I loans are collateralized by general business assets such as accounts receivable, inventory and equipment and have no real estate component. During weak economic periods the Bank can be exposed to heightened risk if a business is out of compliance with debtor covenants supporting C&I loans. The Bank was active in policing such requirements prior to and at the beginning of the 2008 crisis. Nearly three years later these issues have been largely resolved and this segment of loans presents minimal risk going forward.

Real estate construction loans - Loans to residential real estate developers comprise most of the dollars outstanding in real estate construction loans. Historically, real estate construction loans have been made to developers who are well known to the Bank, have prior successful project experience and are well capitalized. Loans are made to customers in the Bank’s Southeastern Wisconsin market with experience and knowledge of the local economy. Real estate construction loans of this type are generally larger in size and involve greater risks than residential mortgage loans because payments depend on the success of the project or in the case of commercial development, successful management of the property. The Bank will generally make credit extensions to borrowers with adequate outside liquidity to support the project in the event the actual performance is less than projected. Developers with which the Bank does business have the ability to service the development debt personally or through their companies, however, these individuals are not immune to a weak economy. The Bank’s remaining real estate development loans are performing even three years into the economic downturn and our borrowers’ inventories are decreasing. The greatest risk to the Bank within this segment is condominium development loans. This group has been most severely affected by the prolonged economic downturn. Risk factors the Bank inherits upon the failure of a developer include the existence and/or control of the condo association, the availability of term financing to initial buyers of units and partial project completion for common use areas. The Bank does have condominium exposure in several other projects with aggregate loan balances of $4.0 million to the second developers following foreclosures. These are the Bank’s customers who were able to buy incomplete developments at deep discounts from other banks that had foreclosed on the original developer. In all cases the selling banks also agreed to fixed-rate mortgage loans to qualified borrowers at prevailing rates to allow the second developer to sell units without the issue of term financing availability. This group of condominium loans presents a much lower risk.

Commercial real estate loans - The Bank’s commercial real estate lending efforts are focused on owner occupied, improved property such as office buildings, warehouses, small manufacturing operations and retail facilities located in its market areas. The most significant risk factor in the third year of the financial crisis is occupancy. The fact that the Bank prefers owner occupied commercial real estate mitigates that risk, provided of course, the owner’s business survives. The Bank’s $18.3 million per-borrower legal lending limit would permit it to compete for activity in the middle market, but management prefers to seek small businesses as its target borrowers. Loans to such businesses are approved based on the creditworthiness, economic feasibility and cash flow abilities of the borrower.

Residential real estate loans - Loans in this segment of the portfolio have historically represented the lowest risk due to the large number of individual loans with relatively small average balances. The Bank considers owner-occupied one-to-four family loans to be low risk because underwriting has always required 20% equity and qualified borrowers with proper debt service coverage ratios. These loans provide a foundation for the sale of all other retail banking products and have always been a staple of the Bank’s portfolio. However, in the acquisition of Bank of Elmwood (the “Acquired Bank”) by the Bank from the FDIC in October 2009 (the “Acquisition”) the Bank acquired a number of residential real estate loans that do not meet the Bank’s underwriting standards and these borrowers were encouraged to bring loans current, pay delinquent taxes, refinance at another financial institution and comply with the Bank’s underwriting standards or face foreclosure. The greatest risks to the Bank in this segment are those one-to-four family residential real estate loans that are not owner occupied. Many of these scattered site owner’s loans were generated by the Acquired Bank through its “Rehab and Go” and “Equity is Cash” programs. Often rehab dollars were not invested in the property, the properties were over-appraised and rental property damage was prevalent but no replacement reserves were required as would be in a commercial real estate loan. The Bank is in the middle of a three year project to eliminate this group of loans acquired in the Acquisition. These loans were deeply discounted in the Bank’s bid to the FDIC and the Bank believes the credit risk associated with these loans is mitigated by this discount.

Multi-family real estate loans - The loans in this category are collateralized by properties with more than four family dwelling units. The Bank has always been conservative in requiring borrowers to be well-qualified and to provide their personal guaranty, as well as insisting on proper debt service coverage ratios and equity sufficient to sustain reasonable debt service in the event of interest rate pressure. Loans in this category typically have maturities of 3, 4 or 5 years and are amortized over 15 to 20 years. While any loan presents risk to the Bank, loans in this segment are performing quite well in the downturn because of the Bank’s underwriting criteria and with significant foreclosure activity in the market, many former homeowners are back in the rental market.

Installment and other loans - These loans consist of auto loans, mobile home loans and unsecured consumer loans which have been decreasing at the Bank for several years. Auto loan volume decreased as sales of new cars declined drastically in 2009. The Bank has historically limited its exposure to mobile home loans and unsecured consumer loans. However, the Bank acquired a number of such consumer loans in the Acquisition, many of which continue to perform, despite not meeting the Bank’s historical underwriting standards.

The following table presents the contractual aging of the recorded investment in loans as of September 30, 2011 and December 31, 2010:

	As of September 30, 2011
	Current			Days Past Due												Total
	Loans				30-59			60-89		Over 90			Total			Loans
Commercial	$	19,859,144		$	48,538		$	6,412		$	293,026		$	347,976		$	20,207,120
Real estate
Construction		51,105,551			692,911			--			1,002,819			1,695,730			52,801,281
Commercial		284,107,680			1,549,778			1,783,302			5,329,169			8,662,249			292,769,929
Residential		274,092,670			3,427,864			2,933,223			15,726,998			22,088,085			296,180,755
Multifamily		36,649,568			333,945			-			1,459,727			1,793,672			38,443,240
Installment and other		14,905,995			403,294			54,856			447,261			905,411			15,811,406
Total Loans		680,720,608			6,456,330			4,777,793			24,259,000			35,493,123			716,213,731
Purchase Credit- Impaired Loans		(39,342,480	)		(740,717	)		(159,681	)		(6,549,344	)		(7,449,742	)		(46,792,222	)
Total loans, excluding Purchase Credit- Impaired Loans	$	641,378,128		$	5,715,613		$	4,618,112		$	17,709,656		$	28,043,381		$	669,421,509

	As of December 31, 2010
	Current			Days Past Due												Total
	Loans				30-59			60-89		Over 90			Total			Loans
Commercial	$	24,972,641		$	220,354		$	200,920		$	57,559		$	478,833		$	25,451,474
Real estate
Construction		53,001,023			47,899			1,362,911			1,562,174			2,972,984			55,974,007
Commercial		270,383,215			4,046,092			434,278			10,999,359			15,479,729			285,862,944
Residential		295,608,455			5,789,198			2,331,859			16,059,976			24,181,033			319,789,488
Multifamily		37,025,673			851,102			-			3,196,937			4,048,039			41,073,712
Installment and other		17,650,012			437,779			131,220			458,059			1,027,058			18,677,070
Total Loans		698,641,019			11,392,424			4,461,188			32,334,064			48,187,676			746,828,695
Purchase Credit- Impaired Loans		(41,308,636	)		(1,808,362	)		(448,907	)		(11,899,509	)		(14,156,778	)		(55,465,414	)
Total loans, excluding Purchase Credit- Impaired Loans	$	657,332,383		$	9,584,062		$	4,012,281		$	20,434,555		$	34,030,898		$	691,363,281

Commercial loans deemed to be inadequately collateralized and past due 90 days or more for principal or interest are placed in a non-accrual status. Residential real estate loans are not subject to these guidelines if well-secured, as deemed by the Senior Loan Committee, and in the process of collection.

The following table presents the recorded investment in nonaccrual loans and loans past due ninety days or more and still accruing by class of loans as of September 30, 2011 and December 31, 2010:

	As of September 30, 2011
	Nonaccrual			Past due 90 days or more and accruing
Commercial	$	344,946		$	181,082
Real estate
Construction		1,168,843			-
Commercial		6,962,310			306,917
Residential		15,021,923			2,181,792
Multifamily		1,586,753			-
Installment and other		62,344			384,917
Total Loans		25,147,119			3,054,708

Purchase Credit Impaired Loans:
Commercial		(89,414	)		-
Real Estate
Construction		-			-
Commercial		(1,635,716	)		-
Residential		(5,075,775	)		(242,593	)
Multifamily		(603,395	)		-
Installment & Other		-			-
Total Purchase Credit-Impaired Loans		(7,404,300	)		(242,593	)
Total loans, excluding Purchase Credit-Impaired Loans	$	17,742,819		$	2,812,115

	As of December 31, 2010
	Nonaccrual			Past due 90 days or more and accruing
Commercial	$	70,042		$	4,339
Real estate
Construction		1,485,837			246,743
Commercial		13,034,876			114,159
Residential		17,147,456			2,732,296
Multifamily		3,196,937			-
Installment and other		80,568			377,491
Total Loans		35,015,716			3,475,028

Purchase Credit Impaired Loans:
Commercial		(16,822	)		-
Real Estate
Construction		(235,598	)		-
Commercial		(4,440,670	)		-
Residential		(6,537,049	)		(2,041,589	)
Multifamily		(603,395	)		-
Installment & Other		-			-
Total Purchase Credit-Impaired Loans		(11,833,534	)		(2,041,589	)
Total loans, excluding Purchase Credit-Impaired Loans	$	23,182,182		$	1,433,439

Management uses an internal asset classification system as a means of identifying problem and potential problem assets. At the quarterly meetings, the Board of Directors of the Bank reviews trends for loans classified as “Special Mention,” “Substandard” and “Doubtful” for the previous twelve months both as a total dollar volume in each classified category and as the percent of capital each classified category represents. A Special Mention loan has potential weaknesses that deserve management’s close attention. If left uncorrected, these potential weaknesses may result in deterioration of the repayment prospects for the loan at a future date. An asset is classified Substandard if it is inadequately protected by the current net worth and paying capacity of the obligor or of the collateral pledged, if any. Substandard assets include those characterized by the distinct possibility that the Bank will sustain some loss if the deficiencies are not corrected. Assets classified as Doubtful have all the weaknesses inherent in those classified Substandard with the added characteristic that the weaknesses make collection or liquidation in full, on the basis of currently existing facts, conditions and values, highly questionable and improbable. Assets classified as Loss are those considered uncollectible and viewed as non-bankable assets, worthy of charge-off. Assets that do not currently expose the Bank to sufficient risk to warrant classification in one of the aforementioned categories, but possess weaknesses that may or may not be within the control of the customer are classified as “Pass.” The following tables present the risk category of loans by class of loans based on the most recent analysis performed and the contractual aging as of September 30, 2011 and December 31, 2010:

	As of September 30, 2011
			Special
	Pass		Mention		Substandard		Doubtful		Total
Commercial	$	17,336,659	$	1,516,993	$	1,241,524	$	111,944	$	20,207,120
Real estate
Construction		45,397,410		1,252,783		6,104,941		46,147		52,801,281
Commercial		261,674,983		12,827,121		18,177,428		90,397		292,769,929
Multifamily		35,060,941		1,461,601		1,920,698		-		38,443,240
Total	$	359,469,993	$	17,058,498	$	27,444,591	$	248,488	$	404,221,570

Current	$	358,434,330	$	15,354,745	$	17,932,866	$	-	$	391,721,941
30-59		391,112		1,009,750		1,224,312		-		2,625,174
60-89		246,515		694,003		849,195		-		1,789,713
Over 90		398,036		-		7,438,218		248,488		8,084,742
Total	$	359,469,993	$	17,058,498	$	27,444,591	$	248,488	$	404,221,570

	As of December 31, 2010
			Special
	Pass		Mention		Substandard		Doubtful		Total
Commercial	$	23,375,444	$	1,665,817	$	396,098	$	14,115	$	25,451,474
Real estate
Construction		44,791,225		8,293,423		2,889,359		-		55,974,007
Commercial		241,042,464		19,435,523		25,254,718		130,239		285,862,944
Multifamily		36,404,929		1,003,816		3,664,967		-		41,073,712
Total	$	345,614,062	$	30,398,579	$	32,205,142	$	144,354	$	408,362,137

Current	$	342,900,085	$	28,567,600	$	13,914,866	$	-	$	385,382,551
30-59		2,037,955		468,067		2,659,426		-		5,165,448
60-89		522,361		1,362,912		112,836		-		1,998,109
Over 90		153,661		-		15,518,014		144,354		15,816,029
Total	$	345,614,062	$	30,398,579	$	32,205,142	$	144,354	$	408,362,137

Excluding purchased credit-impaired loans, approximately $13.6 million of the Substandard and Doubtful loans were nonperforming as of September 30, 2011.

For residential real estate and installment loan classes, the Bank also evaluates credit quality based on the aging status of the loan, which was previously presented, and by payment activity. The following table presents the recorded investment in those loan classes based on payment activity as of September 30, 2011 and December 31, 2010:

	As of September 30, 2011
	Performing		Nonperforming		Total
Residential Real Estate	$	278,977,040	$	17,203,715	$	296,180,755
Installment & Other		15,364,145		447,261		15,811,406
Total	$	294,341,185	$	17,650,976	$	311,992,161

	As of December 31, 2010
	Performing		Nonperforming		Total
Residential Real Estate	$	299,909,738	$	19,879,750	$	319,789,488
Installment & Other		18,219,011		458,059		18,677,070
Total	$	318,128,749	$	20,337,809	$	338,466,558

At September 30, 2011, the Corporation has identified $48.9 million of loans as impaired, including performing troubled debt restructurings. A loan is identified as impaired when, based on current information and events, it is probable that the Bank will be unable to collect all amounts due according to the contractual terms of the loan agreement. A summary of the details regarding impaired loans follows:

	September 30, 2011		December 31, 2010
Loans for which there was a related allowance for loan loss	$	18,340,152	$	16,617,148
Impaired loans with no related allowance		30,577,804		16,112,165
Total Impaired Loans	$	48,917,956	$	32,729,313

Average quarterly balance of impaired loans	$	43,546,312	$	24,470,966
Related allowance for loan losses		4,313,124		3,986,548

The following table presents loans individually evaluated for impairment by class of loans as of September 30, 2011 and December 31, 2010:

	As of September 30, 2011
	Unpaid Principal Balance		Partial Charge- offs		Allowance For Loan Losses Allocation		Recorded Investment
Loans with no related allowance recorded:
Commercial	$	608,174	$	287,869	$	-	$	320,305
Real estate
Construction		4,033,053		13,944		-		4,019,109
Commercial		10,522,296		1,174,946		-		9,347,350
Residential		16,457,392		298,943		-		16,158,449
Multifamily		734,274		3,854		-		730,420
Installment & Other		2,171		-		-		2,171
Total		32,357,360		1,779,556		-		30,577,804

Loans with a related allowance recorded:
Commercial		24,686		45		24,641		-
Real estate
Construction		746,906		-		313,501		433,405
Commercial		6,723,162		8,324		1,238,000		5,476,838
Residential		9,987,487		150,130		2,302,040		7,535,317
Multifamily		874,025		17,692		339,865		516,468
Installment & Other		160,077		-		95,077		65,000
Total		18,516,343		176,191		4,313,124		14,027,028
Total Impaired Loans	$	50,870,703	$	1,955,747	$	4,313,124	$	44,604,832

	As of December 31, 2010
	Unpaid Principal Balance		Partial Charge- offs		Allowance For Loan Losses Allocation		Recorded Investment
Loans with no related allowance recorded:
Commercial	$	-	$	-	$	-	$	-
Real estate
Construction		2,005,213		-		-		2,005,213
Commercial		6,497,934		-		-		6,497,934
Residential		7,478,138		-		-		7,478,138
Multifamily		130,880		-		-		130,880
Installment & Other		-		-		-		-
Total		16,112,165		-		-		16,112,165

Loans with a related allowance recorded:
Commercial		14,115		-		14,115		-
Real estate
Construction		1,002,247		-		113,964		888,283
Commercial		7,653,948		175,000		1,211,358		6,267,590
Residential		8,098,270		606,300		2,406,059		5,085,911
Multifamily		549,300		-		222,483		326,817
Installment & Other		80,568		-		18,568		62,000
Total		17,398,448		781,300		3,986,547		12,630,601
Total Impaired Loans	$	33,510,613	$	781,300	$	3,986,547	$	28,742,766

The following table presents the balance in the allowance for loan losses and the recorded investment in loans by portfolio segment and based on impairment method as of September 30, 2011 and December 31, 2010:

	For the Nine Months Ended September 30, 2011
									Commercial				Residential
	Commercial				Construction				Real Estate				Real Estate				Multifamily				Consumer				Total
Allowance for loan losses:
Beginning balance		$	412,745			$	447,955			$	2,819,054			$	4,593,811			$	1,010,978			$	242,049			$	9,526,592
Charge-offs			(285,714	)			(18,004	)			(1,106,111	)			(3,411,781	)			(117,115	)			(216,071	)			(5,154,796	)
Recoveries			2,405				380				68,665				67,103				-				19,245				157,798
Provision			69,027				268,222				1,849,383				3,496,205				(500,032	)			187,195				5,370,000
Ending balance		$	198,463			$	698,553			$	3,630,991			$	4,745,338			$	393,831			$	232,418			$	9,899,594

	As of September 30, 2011
										Commercial				Residential
		Commercial				Construction				Real Estate				Real Estate				Multifamily				Consumer				Total
Loans:
Ending balance		$	20,207,120			$	52,573,281			$	292,997,929			$	296,180,755			$	38,443,240			$	15,811,406			$	716,213,731
ALL
Individually evaluated			24,641				313,501				1,238,000				2,074,483				339,865				95,077				4,085,567
Collectively evaluated			173,822				385,052				2,392,991				2,443,298				53,966				137,341				5,586,470
Acquired			-				-				-				227,557				-				-				227,557
Total ALL			198,463				698,553				3,630,991				4,745,338				393,831				232,418				9,899,594
Recorded Investment		$	20,008,657			$	51,874,728			$	289,366,938			$	291,435,417			$	38,049,409			$	15,578,988			$	706,314,137

Ending Balance:
Individually evaluated		$	344,946			$	4,766,015			$	16,062,187			$	25,995,806			$	1,586,753			$	162,249			$	48,917,956
Collectively evaluated			19,808,259				43,879,322				272,697,691				248,713,849				35,868,053				15,649,157				636,616,331
Acquired			53,915				3,927,944				4,238,051				21,471,100				988,434				-				30,679,444
Total ending balance		$	20,207,120			$	52,573,281			$	292,997,929			$	296,180,755			$	38,443,240			$	15,811,406			$	716,213,731

	As of December 31, 2010
					Commercial		Residential
	Commercial		Construction		Real Estate		Real Estate		Multifamily		Consumer		Total
Loans:
Ending balance	$	25,451,474	$	55,974,007	$	285,862,944	$	319,789,488	$	41,073,712	$	18,677,070	$	746,828,695
ALL
Individually evaluated		14,115		113,964		1,211,358		2,406,059		222,483		18,568		3,986,547
Collectively evaluated		398,630		333,991		1,607,696		1,458,116		788,495		223,481		4,810,409
Acquired		-		-		-		729,636		-		-		729,636
Total ALL		412,745		447,955		2,819,054		4,593,811		1,010,978		242,049		9,526,592
Recorded Investment	$	25,038,729	$	55,526,052	$	283,043,890	$	315,195,677	$	40,062,734	$	18,435,021	$	737,302,103

Ending Balance:
Individually evaluated	$	14,115	$	3,007,460	$	13,976,882	$	14,970,108	$	680,180	$	80,568	$	32,729,313
Collectively evaluated		24,892,894		44,664,827		263,312,796		273,659,587		38,576,591		18,596,502		663,703,197
Acquired		544,465		8,301,720		8,573,266		31,159,793		1,816,941		-		50,396,185
Total ending balance	$	25,451,474	$	55,974,007	$	285,862,944	$	319,789,488	$	41,073,712	$	18,677,070	$	746,828,695

The Corporation continues to evaluate loans purchased in conjunction with the Acquisition for impairment in accordance with GAAP. The purchased loans were considered impaired at the Acquisition date if there was evidence of deterioration since origination and if it was probable that not all contractually required principal and interest payments would be collected. The following table reflects the carrying value of all purchased loans as of September 30, 2011 and December 31, 2010.

	As of September 30, 2011
	Contractually Required Payments Receivable
	Credit Impaired		Non-Credit Impaired		Carrying Value of Purchased Loans
Commercial	$	344,479	$	1,482,815	$	1,374,034
Real Estate
Construction		10,285,352		123,589		7,536,440
Commercial		12,469,164		12,693,194		17,206,891
Residential		52,320,034		61,076,076		85,643,587
Multifamily		2,308,937		417,631		1,927,310
Installment and Consumer		6,025		3,940,677		2,254,980
Total	$	77,733,991	$	79,733,982	$	115,943,242

	As of December 31, 2010
	Contractually Required Payments Receivable
	Credit Impaired		Non-Credit Impaired		Carrying Value of Purchased Loans
Commercial	$	1,163,657	$	3,374,952	$	3,431,480
Real Estate
Construction		13,895,239		357,379		8,605,686
Commercial		17,679,889		16,580,216		22,774,024
Residential		62,201,020		72,406,187		99,498,903
Multifamily		2,644,213		422,239		2,154,090
Installment and Consumer		6,836		5,213,526		2,879,377
Total	$	97,590,854	$	98,354,499	$	139,343,560

As of September 30, 2011 the estimated contractually-required payments receivable on credit impaired and non-credit impaired loans was $77.7 million and $79.7 million, respectively. The cash flows expected to be collected related to principal as of September 30, 2011 on all purchased loans is $115.9 million. These amounts are based upon the estimated fair values of the underlying collateral or discounted cash flows at September 30, 2011. The difference between the contractually required payments at Acquisition and the cash flow expected to be collected at Acquisition is referred to as the non-accretable difference. Subsequent decreases to the expected cash flows will generally result in a provision for loan losses. Subsequent increases in cash flows will result in a reversal of the provision for loan losses charged to earnings to the extent of prior charges or a reclassification of the difference from non-accretable discount to accretable discount, with a positive impact on interest income. Further, any excess of cash flows expected over the estimated fair value is referred to as the accretable yield and is recognized in interest income over the remaining life of the loan when there is a reasonable expectation about the amount and timing of such cash flows.

The change in the carrying amount of accretable yield for purchased loans was as follows for the three months ended September 30, 2011.

ACCRETABLE YIELD

	For Three Months Ended September 30,
	2011		2010
Beginning Balance	$	11,808,262	$	18,400,259
Accretion(1)		1,130,934		2,497,273
Ending Balance	$	10,677,328	$	15,902,986

	For Nine Months Ended September 30,
	2011		2010
Beginning Balance	$	14,414,324	$	23,859,358
Accretion(1)		3,736,996		7,956,372
Ending Balance	$	10,677,328	$	15,902,986

(1) Accretable yield is recognized as the purchased loans pay down, mature, renew or pay off.

Contractual maturities of loans with accretable yield range from 1 year to 30 years. Actual maturities may differ from contractual maturities because borrowers have the right to prepay or renew their loan prior to maturity or the loan may be charged off.

7. Allowance for Loan Losses

The allowance for loan losses reflected in the accompanying consolidated financial statements represents the allowance available to absorb probable losses inherent in the loan portfolio. An analysis of changes in the allowance is presented in the following table:

ALLOWANCE FOR LOAN LOSSES

	For Three Months Ended September 30,
	2011			2010
Balance at beginning of period	$	9,874,383		$	8,276,228
Charge-offs		(2,103,273	)		(1,205,759	)
Recoveries		78,484			44,031
Net loans charged-off		(2,024,789	)		(1,161,728	)
Additions to allowance charged to expense		2,050,000			1,400,000
Balance at end of period	$	9,899,594		$	8,514,500

	For Nine Months Ended September 30,
	2011			2010
Balance at beginning of period	$	9,526,592		$	6,034,187
Charge-offs		(5,154,796	)		(2,669,593	)
Recoveries		157,798			1,019,906
Net loans charged-off		(4,996,998	)		(1,649,687	)
Additions to allowance charged to expense		5,370,000			4,130,000
Balance at end of period	$	9,899,594		$	8,514,500

Consistent with regulatory guidance, charge-offs are taken when specific loans, or portions thereof, are considered uncollectible and of such little value that their continuance as bankable assets is not warranted. The Bank’s policy is to promptly charge these loans off in the period the uncollectible loss amount is reasonably determined. The Bank promptly charges-off commercial and real estate loans, or portions thereof, when available information confirms that specific loans are uncollectible based on information that includes, but is not limited to, (1) the deteriorating financial condition of the borrower, (2) declining collateral values, and/or (3) legal action, including bankruptcy, that impairs the borrower’s ability to adequately meet its obligations. All consumer loans 120 days past due and all other loans with principal and interest 180 days or more past due will be reviewed for potential charge-off at least quarterly.

8. Other Real Estate Owned

Real estate acquired by foreclosure or by deed in lieu of foreclosure is held for sale and is initially recorded at the lesser of carrying value or fair value at the date of foreclosure less estimated selling expenses, establishing a new cost basis. Subsequent to foreclosure, valuations are periodically performed and any excess of carrying value over fair value is recorded as a valuation allowance. At the date of foreclosure any write down to fair value less estimated selling costs is charged to the allowance for loan losses. Costs relating to the development and improvement of the property may be capitalized; holding period costs and subsequent changes to the valuation allowance are charged to expense.

A summary of the activity in OREO is as follows:

	Nine Months Ended September 30, 2011				Year Ended December 31, 2010
Beginning Balance	$	5,407,205		$	4,681,481
Additions		9,591,043			8,667,614
Valuation Adjustments		-			-
Gain on Sale		614,372			1,375,932
Sales		(6,973,004	)		(9,317,822	)
Ending Balance	$	8,639,616		$	5,407,205

9. Troubled Debt Restructuring

A troubled debt restructuring (“TDR”) includes a loan modification where a borrower is experiencing financial difficulty and the Bank grants a concession to that borrower that the Bank would not otherwise consider except for the borrower’s financial difficulties. Modifications include below market interest rate, interest-only terms, forgiveness of principal, or an exceptionally long amortization period. Most of the Bank’s modifications are below market interest rates. A TDR may be either on accrual or nonaccrual status based upon the performance of the borrower and management’s assessment of collectability. If a TDR is placed on nonaccrual status, it remains there until it performs under the restructured terms for six consecutive months at which time it is returned to accrual status.

	As of September 30, 2011
						Commercial			Residential
	Commercial		Construction			Real Estate			Real Estate			Multifamily			Consumer		Total
Accruing
December 31, 2010	$	-	$	2,005,213		$	11,510,812		$	4,747,253		$	-		$	-	$	18,263,278
Principal payments		-		-			(83,066	)		(254,258	)		-			-		(337,324	)
Charge-offs		-		-			-			-			-			-		-
Advances		-		-			416,126			23,537			-			-		439,663
New restructured		-		3,518,007			807,724			6,780,581			-			99,904		11,206,216
Class transfers		-		(1,926,048	)		(3,551,718	)		(439,088	)		-			-		(5,916,854	)
Transfers from
nonaccrual		-		-			-			115,857			-			-		115,857
September 30, 2011	$	-	$	3,597,172		$	9,099,878		$	10,973,882		$	-		$	99,904	$	23,770,836

Nonaccrual
December 31, 2010	$	-	$	-		$	-		$	2,730,885		$	130,880		$	-	$	2,861,765
Principal payments		-		-			-			(45,370	)		(3,854	)		-		(49,224	)
Charge-offs		-		-			-			-			-			-		-
Advances		-		-			-			13,565			-			-		13,565
New restructured		85,000		-			-			2,609,750			-			-		2,694,750
Class transfers		-		-			-			-			-			-		-
Transfers to
accrual		-		-			-			(115,857	)		-			-		(115,857	)
September 30, 2011	$	85,000	$	-		$	-		$	5,192,973		$	127,026		$	-	$	5,404,999

Totals
December 31, 2010	$	-	$	2,005,213		$	11,510,812		$	7,478,138		$	130,880		$	-	$	21,125,043
Principal payments		-		-			(83,066	)		(299,628	)		(3,854	)		-		(386,548	)
Charge-offs		-		-			-			-			-			-		-
Advances		-		-			416,126			37,102			-			-		453,228
New restructured		85,000		3,518,007			807,724			9,390,331			-			99,904		13,900,966
Class transfers		-		(1,926,048	)		(3,551,718	)		(439,088	)		-			-		(5,916,854	)
Transfers from
nonaccrual		-		-			-			-			-			-		-
September 30, 2011	$	85,000	$	3,597,172		$	9,099,878		$	16,166,855		$	127,026		$	99,904	$	29,175,835

A summary of troubled debt restructurings as of September 30, 2011 and December 31, 2010 is noted in the table below. All troubled debt restructurings are considered impaired loans and, as of September 30, 2011, the allowance associated with those loans was $1.8 million.

	September 30, 2011
	Number of Modifications		Total Troubled Debt Restructurings		Allowance for Loan Losses Allocation		Recorded Investment
Commercial		2	$	85,000		-	$	85,000
Real estate
Construction		4		3,597,172		17,572		3,579,600
Commercial		18		9,099,878		949,290		8,150,588
Residential		77		16,166,855		778,734		15,388,121
Multifamily		1		127,026		-		127,026
Installment and other		7		99,904		52,733		47,171
Total Loans		109	$	29,175,835		1,798,329	$	27,377,506

	December 31, 2010
	Number of		Total Troubled Debt		Allowance for Loan Losses		Recorded
	Modifications		Restructurings		Allocation		Investment
Commercial		-	$	-		-	$	-
Real estate
Construction		3		2,005,213		-		2,005,213
Commercial		19		11,510,812		793,960		10,716,852
Residential		42		7,478,138		-		7,478,138
Multifamily		1		130,880		-		130,880
Installment and other		-		-		-		-
Total Loans		65	$	21,125,043		793,960	$	20,331,083

The following is a summary of troubled debt restructurings as of September 30, 2011 and December 31, 2010 that were in default. Troubled debt restructures in default are past due 30 days or more at the end of the period.

	September 30, 2011		December 31, 2010
	Number of		Total in		Number or		Total in
	Modifications		Default		Modifications		Default
Commercial		-	$	-		-	$	-
Real estate
Construction		-		-		-		-
Commercial		1		814,239		1		820,000
Residential		21		4,944,998		2		223,376
Multifamily		-		-		-		-
Installment and other		2		29,775		-		-
Total Loans		24	$	5,789,012		3	$	1,043,376

10. Regulatory Capital Requirements

As of September 30, 2011, the most recent notification from the regulatory agencies categorized the Bank as well-capitalized under the regulatory framework for prompt corrective action. To be categorized as well-capitalized, an institution must maintain minimum total risk-based, Tier 1 risk-based, and Tier 1 leverage ratios as set forth in the following table:

										To Be Well Capitalized
						For Capital				Under Prompt Corrective
	Actual					Adequacy Purposes				Action Provisions
	Amount		Ratio			Amount		Ratio		Amount		Ratio
As of September 30, 2011
Total capital (to risk weighted assets)	$	125,479,000		16.7	%	$	59,948,000	8.0	%	$	74,935,000	10.0	%
Tier 1 capital (to risk weighted assets)		116,112,000		15.5	%		29,974,000	4.0	%		44,961,000	6.0	%
Tier 1 capital (to average assets)		116,112,000		10.5	%		44,373,000	4.0	%		55,467,000	5.0	%

As of December 31, 2010
Total capital (to risk weighted assets)	$	117,822,000		15.2	%	$	62,011,000	8.0	%	$	77,514,000	10.0	%
Tier 1 capital (to risk weighted assets)		108,295,000		14.0	%		31,006,000	4.0	%		46,509,000	6.0	%
Tier 1 capital (to average assets)		108,295,000		10.0	%		43,298,000	4.0	%		54,122,000	5.0	%

ITEM 2 - MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

Forward-Looking Statements

This report contains statements that may constitute forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995, such as statements other than historical facts contained or incorporated by reference in this report. These statements speak of the Corporation’s plans, goals, beliefs or expectations, refer to estimates or use similar terms. Forward-looking statements are identified generally by statements containing words and phrases such as “may,” “project,” “are confident,” “should be,” “predict,” “believe,” “plan,” “expect,” “estimate,” “anticipate” and similar expressions. Future filings by the Corporation with the Securities and Exchange Commission, and statements other than historical facts contained in this report and in any written material, press releases and oral statements issued by, or on behalf of the Corporation may also constitute forward-looking statements.

Forward-looking statements are subject to significant risks and uncertainties and the Corporation’s actual results may differ materially from the results discussed in such forward-looking statements. Factors that might cause actual results to differ from the results discussed in forward-looking statements include, but are not limited to, the factors set forth in Item 1A of the 2010 Form 10-K, which item is incorporated herein by reference, and any other risks identified in Part II, Item 1A and elsewhere in this report.

All forward-looking statements contained in this report or which may be contained in future statements made for or on behalf of the Corporation are based upon information available at the time the statement is made and the Corporation assumes no obligation to update any forward-looking statement.

The Dodd-Frank Wall Street Reform and Consumer Protection Act

On July 21, 2010, President Obama signed the Dodd-Frank Wall Street Reform and Consumer Protection Act (“Dodd-Frank Act”) into law. The Dodd-Frank Act makes extensive changes to the laws regulating financial services firms and requires significant rule-making. In addition, the legislation mandates multiple studies, which could result in additional legislative or regulatory action. While the full effects of the Dodd-Frank Act on the Corporation and the Bank cannot yet be determined, this legislation is generally perceived as negatively impacting the banking industry. The Dodd-Frank Act may result in higher compliance and other costs, reduced revenues and higher capital and liquidity requirements, among other things, which could adversely affect the business of the Corporation and the Bank, perhaps materially.

Critical Accounting Policies

In the course of the Corporation’s normal business activity, management must select and apply many accounting policies and methodologies that lead to the financial results presented in the Corporation’s consolidated financial statements. The following is a summary of what management believes are the Corporation’s critical accounting policies.

Loans Acquired Through Purchase

Loans acquired through the completion of a purchase, including loans that have evidence of deterioration of credit quality since origination and for which it is probable, at acquisition, that the Bank will be unable to collect all contractually- required payments receivable, are initially recorded at fair value with no valuation allowance. Loans are evaluated individually at the date of transfer to determine if there is evidence of deterioration of credit quality since origination. Loans where there is evidence of deterioration of credit quality since origination may be aggregated and accounted for as a pool of loans if the loans being aggregated have common risk characteristics. Contractually-required payments for interest and principal that exceed the undiscounted cash flows expected at acquisition, or the “nonaccretable difference,” are not recognized as a yield adjustment or as a loss accrual or a valuation allowance. Subsequent decreases to the expected cash flows will generally result in a provision for loan losses. Subsequent increases in cash flows result in a reversal of the provision for loan losses to the extent of prior charges, or a reclassification of the difference from non-accretable discount to accretable discount with a positive impact on interest income. The difference between the undiscounted cash flows expected at acquisition and the investment in the loan, or the “accretable yield,” is recognized as interest income on a level-yield method over the life of the loan. Increases in expected cash flows subsequent to the initial investment are recognized prospectively through adjustment of the yield on the loan over its remaining life. Decreases in expected cash flows are recognized as impairment. If the Bank does not have the information necessary to reasonably estimate expected cash flows, it may use the cost recovery method or cash basis method of income recognition. Valuation allowances on these impaired loans reflect only losses incurred after the acquisition (meaning the present value of all cash flows expected at acquisition that ultimately are not to be received).

Allowance for Loan Losses

The Bank’s allowance for loan losses (“ALL”) is composed of specific and general valuation allowances. The Bank establishes specific valuation allowances on loans considered impaired. A loan is identified as impaired when, based on current information and events, it is probable that the Bank will be unable to collect all amounts due according to the contractual terms of the loan agreement. General valuation allowances are based on an evaluation of the various risk components that are inherent in the loan portfolio. The risk components that are evaluated include past loan loss experience; the level of nonperforming and classified assets; current economic conditions; volume, growth and composition of the loan portfolio; adverse situations that may affect the borrower's ability to repay; the estimated value of any underlying collateral; peer group comparisons; regulatory guidance; and other relevant factors.

The ALL is increased by provisions charged to earnings and reduced by charge-offs, net of recoveries. The adequacy of the ALL is reviewed and approved by the Bank's Board of Directors. The ALL reflects management's best estimate of the probable and inherent losses on loans, and is based on a risk model developed and implemented by management and approved by the Bank's Board of Directors.

In addition, various regulatory agencies periodically review the ALL. These agencies may suggest additions to the ALL based on their judgments of collectability taking into consideration information available to them at the time of their examination.

Other Real Estate Owned

OREO comprises real estate acquired in partial or full satisfaction of loans and is recorded as a separate line item on the consolidated balance sheet. OREO is recorded at the lower of (i) carrying value or (ii) at its estimated fair value less estimated selling costs at the date of transfer, with any excess of the related loan balance over the fair value less expected selling costs charged to the allowance for loan losses. Properties are subsequently evaluated and any additional declines in value are charged to current period earnings. The amount the Corporation ultimately recovers on OREO may differ substantially from the net carrying value of those assets because of future market factors beyond the Corporation’s control.

Financial Condition

Total Assets

The Corporation’s total assets decreased $24.0 million, or 2.1%, from $1,141.7 million at December 31, 2010 to $1,117.7 million at September 30, 2011. The decrease in total assets was primarily due to a decrease in total loans during the first nine months of 2011. In addition the mix of assets changed as excess cash was reinvested into higher yielding investment securities.

Cash and Cash Equivalents

Cash and cash equivalents, including federal funds sold, decreased $45.5 million or 35.6%, since December 31, 2010. Cash and due from banks decreased $11.8 million while federal funds sold decreased $33.7 million. While both deposits and loans ran off during the first nine months of 2011, management reinvested excess funds into suitable investment securities during the first nine months of 2011, given the continued low interest rate environment.

Investment Securities

Investment securities increased $49.7 million, or 21.8%, during the first nine months of 2011 to $277.5 million. During the first nine months of 2011 $234.7 million of investment securities were purchased, $143.1 million of investment securities were called and $40.2 million of investment securities matured. Investments in U.S Government sponsored entities accounted for $218.8 million of the purchases of which $121.8 million have step-up features in which the yields are scheduled to increase in future periods. The remaining $15.9 million of purchases were of securities issued by states and political subdivisions. The average initial yield on the investments purchased was 2.48%. Management continues to follow its practice of holding the securities in the investment portfolio to maturity.

Loans

Total loans decreased $30.6 million or 4.1% during the first nine months of 2011 from $746.8 million at December 31, 2010 to $716.2 million at September 30, 2011. The decrease in total loans outstanding was partially due to the continued aggressive management of the loans acquired in the Acquisition to conform them to the Bank’s historical underwriting standards, which in some cases resulted in the borrower refinancing elsewhere. In addition, management continues to focus on credit quality resulting in continued scrutiny of equity, cash flow and borrower character for new loan opportunities created as borrowers refinance their credits with competing banks. The Bank does not make “subprime” or so-called “Alt-A” loans (alternative documentation loans with lower approval standards) and does not hold any such loans in its portfolio.

	LOAN PORTFOLIO ANALYSIS
	(Dollars in Thousands)

	September 30, 2011					December 31, 2010
	Loan Balance		Percent of Loans in each Category			Loan Balance		Percent of Loans in each Category
Commercial	$	20,207		2.82	%	$	25,451		3.41	%
Real Estate
Construction		52,801		7.37	%		55,974

TRI CITY BANKSHARES CORP 10-Q