10-K 1 v332571_10k.htm FORM 10-K

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

_________________

FORM 10-K

(Mark One)

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

For the fiscal year ended December 31, 2012

OR

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

For the transition period from __________ to __________

Commission file number 0-26128

NorthWest Indiana Bancorp

(Exact name of registrant as specified in its charter)

Indiana |  | 35-1927981
(State or other jurisdiction of |  | (I.R.S. Employer Identification No.)
incorporation or organization) |  |

9204 Columbia Avenue | 46321
Munster, Indiana | (Zip Code)
(Address of principal executive offices) |

(219) 836-4400

(Registrant’s telephone number, including area code)

Securities registered pursuant to Section 12(b) of the Act: None

Securities registered pursuant to Section 12(g) of the Act: Common Stock, without par value

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ¨ No x

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes ¨ No x

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

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:

Large accelerated filer: ¨ Accelerated filer: ¨ Non-Accelerated filer: ¨ Smaller reporting company x

(Do not check if a smaller reporting company)

Based on the average bid and ask prices for the registrant’s Common Stock at June 30, 2012, at that date, the aggregate market value of the registrant’s Common Stock held by nonaffiliates of the registrant (assuming solely for the purposes of this calculation that all directors and executive officers of the registrant are “affiliates”) was $41,311,739.

There were 2,837,396 shares of the registrant’s Common Stock, without par value, outstanding at January 31, 2013.

DOCUMENTS INCORPORATED BY REFERENCE

Portions of the following documents have been incorporated by reference into this Annual Report on Form 10-K:

1. 2012 Annual Report to Shareholders. (Part II)

2. Definitive Proxy Statement for the 2013 Annual Meeting of Shareholders. (Part III)

PART I

Item 1. Business

General

NorthWest Indiana Bancorp, an Indiana corporation (the “Bancorp”), was incorporated on January 31, 1994, and is the holding company for Peoples Bank SB, an Indiana savings bank (the “Bank”). The Bank is a wholly owned subsidiary of the Bancorp. The Bancorp has no other business activity other than being the holding company for the Bank and the Bank's wholly owned subsidiaries.

The Bank is primarily engaged in the business of attracting deposits from the general public and the origination of loans, mostly upon the security of single family residences and commercial real estate, as well as, construction loans and various types of consumer loans, commercial business loans and municipal loans, within its primary market area of Lake and Porter Counties, in northwest Indiana. In addition, the Bancorp's Wealth Management Group provides estate and retirement planning, guardianships, land trusts, profit sharing and 401(k) retirement plans, IRA and Keogh accounts, investment agency accounts, and serves as the personal representative of estates and acts as trustee for revocable and irrevocable trusts.

The Bank’s deposit accounts are insured up to applicable limits by the Deposit Insurance Fund (“DIF”), which is administered by the Federal Deposit Insurance Corporation (“FDIC”), an agency of the federal government. As the holding company for the Bank, the Bancorp is subject to comprehensive examination, supervision and regulation by the Board of Governors of the Federal Reserve System (“FRB”), while the Bank is subject to comprehensive examination, supervision and regulation by both the FDIC and the Indiana Department of Financial Institutions (“DFI”). The Bank is also subject to regulation by the FRB governing reserves required to be maintained against certain deposits and other matters. The Bank is also a member of the Federal Home Loan Bank (“FHLB”) of Indianapolis, which is one of the twelve regional banks comprising the system of Federal Home Loan Banks.

The Bancorp maintains its corporate office at 9204 Columbia Avenue, Munster, Indiana, from which it oversees the operation of its twelve branch locations. For further information, see “Properties.”

Recent Developments

The Current Economic Environment. We continue to operate in a challenging and uncertain economic environment, including generally uncertain national conditions and local conditions in our markets. Overall economic growth continues to be slow and national and regional unemployment rates remain at elevated levels. The risks associated with our business remain acute in periods of slow economic growth and high unemployment. Moreover, many financial institutions continue to be affected by an uncertain real estate market. While we are continuing to take steps to decrease and limit our exposure to problem loans, we nonetheless retain direct exposure to the residential and commercial real estate markets, and we are affected by these events.

2

Our loan portfolio includes residential mortgage loans, construction loans, and commercial real estate loans. Declines in real estate values, home sales volumes and financial stress on borrowers as a result of the uncertain economic environment, including job losses, could have an adverse effect on our borrowers or their customers, which could adversely affect our financial condition and results of operations. In addition, the current level of low economic growth on a national scale, the occurrence of another national recession, or a deterioration in local economic conditions in our markets could drive loan losses beyond that which are provided for in our allowance for loan losses and result in the following other consequences: increases in loan delinquencies; problem assets and foreclosures may increase; demand for our products and services may decline; deposits may decrease, which would adversely impact our liquidity position; and collateral for our loans, especially real estate, may decline in value, in turn reducing customers’ borrowing power, and reducing the value of assets and collateral associated with our existing loans.

Impact of Legislation. Over the last four-and-a-half years, Congress and the U.S. Department of the Treasury have enacted legislation and taken actions to address the disruptions in the financial system, declines in the housing market, and the overall regulation of financial institutions and the financial system. In this regard, the 2010 Dodd-Frank Wall Street Reform and Consumer Protection Act (the “Dodd-Frank Act”), includes provisions affecting large and small financial institutions alike, including several provisions that profoundly affect the regulation of community banks, thrifts, and small bank and thrift holding companies, such as the Bancorp. Among other things, the Dodd-Frank Act abolished the Office of Thrift Supervision effective July 21, 2011 and transferred its functions to the Office of the Comptroller of the Currency (“OCC”), FDIC, and Federal Reserve. The Dodd-Frank Act also relaxes rules regarding interstate branching, allows financial institutions to pay interest on business checking accounts, changes the scope of federal deposit insurance coverage, imposes new capital requirements on bank and thrift holding companies, and imposes limits on debit card interchange fees charged by issuer banks (commonly known as the Durbin Amendment).

The Dodd-Frank Act also established the Consumer Financial Protection Bureau (the “CFPB”) within the Federal Reserve, which has broad authority to regulate consumer financial products and services and entities offering such products and services, including banks. Many of the consumer financial protection functions formerly assigned to the federal banking and other designated agencies are now performed by the CFPB. The CFPB has a large budget and staff, and has broad rulemaking authority over providers of credit, savings, and payment services and products. In this regard, the CFPB has the authority to implement regulations under federal consumer protection laws and enforce those laws against, and examine, financial institutions. State officials also will be authorized to enforce consumer protection rules issued by the CFPB. This bureau also is authorized to collect fines and provide consumer restitution in the event of violations, engage in consumer financial education, track consumer complaints, request data, and promote the availability of financial services to underserved consumers and communities. The CFPB also is directed to prevent “unfair, deceptive or abusive practices” and ensure that all consumers have access to markets for consumer financial products and services, and that such markets are fair, transparent, and competitive. Although the CFPB has begun to implement its regulatory, supervisory, examination, and enforcement authority, there continues to be significant uncertainty as to how the agency’s strategies and priorities will impact the Bancorp.

3

The CFPB has indicated that mortgage lending is an area of supervisory focus and that it will concentrate its examination and rulemaking efforts on the variety of mortgage-related topics required under the Dodd-Frank Act, including steering consumers to less-favorable products, discrimination, abusive or unfair lending practices, predatory lending, origination disclosures, minimum mortgage underwriting standards, mortgage loan originator compensation, and servicing practices. The CFPB recently published several final regulations impacting the mortgage industry, including rules related to ability-to-pay, mortgage servicing, and mortgage loan originator compensation. The ability-to-repay rule makes lenders liable if they fail to assess ability to repay under a prescribed test, but also creates a safe harbor for so called “qualified mortgages.” The “qualified mortgages” standards include a tiered cap structure that places limits on the total amount of certain fees that can be charged on a loan, a 43% cap on debt-to-income (i.e., total monthly payments on debt to monthly gross income), exclusion of interest-only products, and other requirements. The 43% debt-to-income cap does not apply for the first seven years the rule is in effect for loans that are eligible for sale to Fannie Mae or Freddie Mac or eligible for government guarantee through the FHA or the Veterans Administration. Failure to comply with the ability-to-repay rule may result in possible CFPB enforcement action and special statutory damages plus actual, class action, and attorneys fees damages, all of which a borrower may claim in defense of a foreclosure action at any time. The Bancorp’s management is currently assessing the impact of these requirements on our mortgage lending business.

In addition, the Federal Reserve and other federal bank regulatory agencies have issued a proposed rule under the Dodd-Frank Act that would exempt “qualified residential mortgages” from the securitization risk retention requirements of the Dodd-Frank Act. Although the Bancorp is primarily a portfolio lender, the final definition of what constitutes a “qualified residential mortgage” may impact the pricing and depth of the secondary market into which we may sell mortgages we originate. At this time, we cannot predict the content of final CFPB and other federal agency regulations or the impact they might have on the Bancorp’s financial results. The CFPB’s authority over mortgage lending, and its authority to change regulations adopted in the past by other regulators (i.e., regulations issued under the Truth in Lending Act, for example), or to rescind or ignore past regulatory guidance, could increase the Bancorp’s compliance costs and litigation exposure.

In addition to the CFPB’s authority over mortgage lending, the Dodd-Frank Act includes a series of provisions covering mortgage loan origination standards affecting, among other things, originator compensation, minimum repayment standards, and pre-payments. Moreover, the Dodd-Frank Act requires public companies like the Bancorp to hold shareholder advisory “say-on-pay” votes on executive compensation at least once every three years and submit related proposals to a vote of shareholders. The Bancorp will hold its first such “say-on-pay” vote at its 2013 annual meeting of shareholders. The Dodd-Frank Act contains numerous other provisions affecting financial institutions of all types, many of which may have an impact on the operating environment of the Bancorp in substantial and unpredictable ways. Consequently, the Dodd-Frank Act is expected to increase our cost of doing business, it may limit or expand our permissible activities, and it may affect the competitive balance within our industry and market areas. The Bancorp’s management continues to actively monitor the implementation of the Dodd-Frank Act and the regulations promulgated thereunder and assess its probable impact on the business, financial condition, and results of operations of the Bancorp. However, the ultimate effect of the Dodd-Frank Act on the financial services industry in general, and the Bancorp in particular, continues to be uncertain.

4

New Proposed Capital Rules. On June 7, 2012, the Federal Reserve approved proposed rules that would substantially amend the regulatory risk-based capital rules applicable to the Bancorp and the Bank. The FDIC and the OCC subsequently approved these proposed rules on June 12, 2012. The proposed rules implement the “Basel III” regulatory capital reforms and changes required by the Dodd-Frank Act. “Basel III” refers to two consultative documents released by the Basel Committee on Banking Supervision in December 2009, the rules text released in December 2010, and loss absorbency rules issued in January 2011, which include significant changes to bank capital, leverage and liquidity requirements. The proposed rules received extensive comments during a comment period that ran through October 2012. In November 2012, the federal ban regulatory agencies jointly stated that they do not expect any of the proposed rules to become effective on the original target date of January 1, 2013. Further guidance from the bank regulatory agencies is expected in early 2013.

The proposed rules include new risk-based capital and leverage ratios, which would be phased in from 2013 to 2019, and would refine the definition of what constitutes “capital” for purposes of calculating those ratios. The proposed new minimum capital level requirements applicable to the Bancorp and the Bank under the proposals would be: (i) a new common equity Tier 1 capital ratio of 4.5%; (ii) a Tier 1 capital ratio of 6% (increased from 4%); (iii) a total capital ratio of 8% (unchanged from current rules); and (iv) a Tier 1 leverage ratio of 4% for all institutions. The proposed rules would also establish a “capital conservation buffer” of 2.5% above the new regulatory minimum capital requirements, which must consist entirely of common equity Tier 1 capital and would result in the following minimum ratios: (i) a common equity Tier 1 capital ratio of 7.0%, (ii) a Tier 1 capital ratio of 8.5%, and (iii) a total capital ratio of 10.5%. The new capital conservation buffer requirement would be phased in beginning in January 2016 at 0.625% of risk-weighted assets and would increase by that amount each year until fully implemented in January 2019. An institution would be subject to limitations on paying dividends, engaging in share repurchases, and paying discretionary bonuses if its capital level falls below the buffer amount. These limitations would establish a maximum percentage of eligible retained income that could be utilized for such actions.

Basel III provided discretion for regulators to impose an additional buffer, the “countercyclical buffer,” of up to 2.5% of common equity Tier 1 capital to take into account the macro-financial environment and periods of excessive credit growth. However, the proposed rules permit the countercyclical buffer to be applied only to “advanced approach banks” ( i.e. , banks with $250 billion or more in total assets or $10 billion or more in total foreign exposures), which currently excludes the Bancorp and the Bank. The proposed rules also implement revisions and clarifications consistent with Basel III regarding the various components of Tier 1 capital, including common equity, unrealized gains and losses, as well as certain instruments that will no longer qualify as Tier 1 capital, some of which would be phased out over time.

5

The federal bank regulatory agencies also proposed revisions to the prompt corrective action framework, which is designed to place restrictions on insured depository institutions, including the Bank, if their capital levels begin to show signs of weakness. These revisions would take effect January 1, 2015. Under the prompt corrective action requirements, which are designed to complement the capital conservation buffer, insured depository institutions would be required to meet the following increased capital level requirements in order to qualify as “well capitalized:” (i) a new common equity Tier 1 capital ratio of 6.5%; (ii) a Tier 1 capital ratio of 8% (increased from 6%); (iii) a total capital ratio of 10% (unchanged from current rules); and (iv) a Tier 1 leverage ratio of 5% (increased from 4%).

The proposed rules set forth certain changes for the calculation of risk-weighted assets, which we would be required to utilize beginning January 1, 2015. The standardized approach proposed rule utilizes an increased number of credit risk exposure categories and risk weights, and also addresses: (i) a proposed alternative standard of creditworthiness consistent with Section 939A of the Dodd-Frank Act Act; (ii) revisions to recognition of credit risk mitigation; (iii) rules for risk weighting of equity exposures and past due loans; (iv) revised capital treatment for derivatives and repo-style transactions; and (v) disclosure requirements for top-tier banking organizations with $50 billion or more in total assets that are not subject to the “advance approach rules” that apply to banks with greater than $250 billion in consolidated assets.

Based on our current capital composition and levels, we believe that we would be in compliance with the requirements as set forth in the proposed rules if they were presently in effect.

Difficult Market Conditions Have Adversely Affected Our Industry. We are particularly exposed to downturns in the U.S. housing market. Dramatic declines in the housing market over the past five years, with falling home prices and increasing foreclosures, unemployment and under-employment, have negatively impacted the credit performance of mortgage and construction loans and securities and resulted in significant write-downs of asset values by financial institutions, including government-sponsored entities, major commercial and investment banks, and regional financial institutions. Reflecting concern about the stability of the financial markets generally and the strength of counterparties, many lenders and institutional investors have continued to observe tight lending standards, including with respect to other financial institutions, although there have been signs that lending is increasing. These market conditions have led to an increased level of commercial and consumer delinquencies, lack of consumer confidence, and increased market volatility. A worsening of these conditions would likely exacerbate the adverse effects of these difficult market conditions on the Bancorp and others in the financial institutions industry. In particular, the Bancorp may face the following risks in connection with these events:

•We are experiencing, and expect to continue experiencing increased regulation of our industry, particularly as a result of the Dodd-Frank Act and the CFPB. Compliance with such regulation is expected to increase our costs and may limit our ability to pursue business opportunities.

•Our ability to assess the creditworthiness of our customers may be impaired if the models and approaches we use to select, manage and underwrite our customers become less predictive of future behaviors.

6

•The process we use to estimate losses inherent in our credit exposure requires difficult, subjective and complex judgments, including forecasts of economic conditions and how these economic predictions might impair the ability of our borrowers to repay their loans, which may no longer be capable of accurate estimation which may, in turn, impact the reliability of the process.

•Our ability to borrow from other financial institutions on favorable terms or at all could be adversely affected by disruptions in the capital markets or other events, including actions by rating agencies and deteriorating investor expectations.

•Competition in our industry could intensify as a result of the increasing consolidation of financial services companies in connection with current market conditions.

•We may be required to pay significantly higher deposit insurance premiums because market developments have significantly depleted the insurance fund of the Federal Deposit Insurance Corporation (FDIC) and reduced the ratio of reserves to insured deposits.

In addition, the Federal Reserve Bank has been injecting vast amounts of liquidity into the banking system to compensate for weaknesses in short-term borrowing markets and other capital markets. A reduction in the Federal Reserve’s activities or capacity could reduce liquidity in the markets, thereby increasing funding costs to the Bancorp or reducing the availability of funds to the Bancorp to finance its existing operations.

Concentrations of Real Estate Loans Subjects the Bancorp to Increased Risks. A significant portion of the Bancorp’s loan portfolio is secured by real estate. The real estate collateral in each case provides an alternate source of repayment in the event of default by the borrower and may deteriorate in value during the time the credit is extended. While real estate values in almost all regions of the country, including the Midwest, have shown signs of stabilizing, the overall real estate market on a national level continues to show relative weakness. A further weakening of the real estate market could result in an increase in the number of borrowers who default on their loans and a reduction in the value of the collateral securing their loans, which in turn could have an adverse effect on our profitability and asset quality. If we are required to liquidate the collateral securing a loan to satisfy the debt during a period of reduced real estate values, our earnings and capital could be adversely affected.

Forward-Looking Statements

Statements contained in this filing on Form 10-K that are not historical facts are forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. The words or phrases “would be,” “will allow,” “intends to,” “will likely result,” “are expected to,” “will continue,” “is anticipated,” “estimate,” “project,” or similar expressions are also intended to identify “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act. The Bancorp cautions readers that forward-looking statements, including without limitation those relating to the Bancorp’s future business prospects, interest income and expense, net income, liquidity, and capital needs are subject to certain risks and uncertainties that could cause actual results to differ materially from those indicated in the forward-looking statements due to a number of factors, including those set forth above in “Recent Developments” and below in “Regulation and Supervision” of this Form 10-K.

7

Lending Activities

General. The Bancorp’s product offerings include residential mortgage loans, construction loans, commercial real estate loans, consumer loans, commercial business loans and loans to municipalities. The Bancorp’s lending strategy stresses quality growth, product diversification, and competitive and profitable pricing. While lending efforts include both fixed and adjustable rate products, the focus has been on products with adjustable rates and/or shorter terms to maturity. It is management’s goal that all programs are marketed effectively to our primary market area.

The Bancorp is primarily a portfolio lender. Mortgage banking activities are limited to the sale of fixed rate mortgage loans with contractual maturities generally exceeding fifteen years and greater. These loans are sold, on a case-by-case basis, in the secondary market as part of the Bancorp’s efforts to manage interest rate risk. All loan sales are made to Freddie Mac, additionally the Bancorp will begin selling to the Federal Home Loan Bank of Indianapolis during 2013. All loans held for sale are recorded at the lower of cost or market value.

Under Indiana Law, an Indiana stock savings bank generally may not make any loan to a borrower or its related entities if the total of all such loans by the savings bank exceeds 15% of its unimpaired capital and unimpaired surplus (plus up to an additional 10% of unimpaired capital and unimpaired surplus, in the case of loans fully collateralized by readily marketable collateral); provided, however, that certain specified types of loans are exempted from these limitations or subject to different limitations. The maximum amount that the Bank could have loaned to one borrower and the borrower’s related entities at December 31, 2012, under the 15% of capital and surplus limitation was approximately $11,396,000. At December 31, 2012, the Bank had no loans that exceeded the regulatory limitations.

At December 31, 2012, there were no concentrations of loans in any type of industry that exceeded 10% of total loans that were not otherwise disclosed as a loan category.

Loan Portfolio. The following table sets forth selected data relating to the composition of the Bancorp’s loan portfolio by type of loan and type of collateral at the end of each of the last five years. The amounts are stated in thousands (000’s).

8

|  | 2012 |  |  | 2011 |  |  | 2010 |  |  | 2009 |  |  | 2008 |
Type of loan: |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
Conventional real estate loans: |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
Construction and development loans |  | $ | 23,984 |  |  | $ | 21,143 |  |  | $ | 46,371 |  |  | $ | 53,288 |  |  | $ | 54,975 |
Loans on existing properties (1) |  |  | 334,452 |  |  |  | 307,850 |  |  |  | 298,993 |  |  |  | 325,880 |  |  |  | 368,476 |
Consumer loans |  |  | 347 |  |  |  | 472 |  |  |  | 763 |  |  |  | 1,504 |  |  |  | 1,966 |
Commercial business |  |  | 69,329 |  |  |  | 63,293 |  |  |  | 61,726 |  |  |  | 63,099 |  |  |  | 49,309 |
Government and other (2) |  |  | 8,869 |  |  |  | 8,643 |  |  |  | 10,380 |  |  |  | 14,474 |  |  |  | 14,783 |
Loans receivable (3) |  | $ | 436,981 |  |  | $ | 401,401 |  |  | $ | 418,233 |  |  | $ | 458,245 |  |  | $ | 489,509 |
Type of collateral: |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
Real estate: |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
1-to-4 family |  | $ | 154,627 |  |  | $ | 154,135 |  |  | $ | 152,881 |  |  | $ | 184,437 |  |  | $ | 225,936 |
Other dwelling units, land and commercial real estate |  |  | 203,809 |  |  |  | 174,859 |  |  |  | 192,482 |  |  |  | 194,731 |  |  |  | 197,514 |
Consumer loans |  |  | 347 |  |  |  | 472 |  |  |  | 763 |  |  |  | 1,446 |  |  |  | 1,879 |
Commercial business |  |  | 69,329 |  |  |  | 63,293 |  |  |  | 60,232 |  |  |  | 61,522 |  |  |  | 47,523 |
Government |  |  | 8,740 |  |  |  | 8,526 |  |  |  | 10,269 |  |  |  | 14,385 |  |  |  | 14,688 |
Loans receivable (4) |  | $ | 436,852 |  |  | $ | 401,285 |  |  | $ | 416,627 |  |  | $ | 456,521 |  |  | $ | 487,540 |
Average loans outstanding during the period (3) |  | $ | 423,567 |  |  | $ | 409,787 |  |  | $ | 446,551 |  |  | $ | 472,541 |  |  | $ | 484,854 |

| (1) | Includes residential and commercial construction loans converted to permanent term loans and commercial real estate loans.

| (2) | Includes overdrafts to deposit accounts.

| (3) | Net of unearned income and deferred loan fees.

| (4) | Net of unearned income and deferred loan fees. Does not include unsecured loans.

9

Loan Originations, Purchases and Sales. Set forth on the following table loan originations, purchases and sales activity for each of the last three years are shown. The amounts are stated in thousands (000’s).

|  | 2012 |  |  | 2011 |  |  | 2010 |
Loans originated: |  |  |  |  |  |  |  |  |  |  |  |
Conventional real estate loans: |  |  |  |  |  |  |  |  |  |  |  |
Construction and development loans |  | $ | 2,128 |  |  | $ | 583 |  |  | $ | 2,058 |
Loans on existing property |  |  | 44,171 |  |  |  | 29,054 |  |  |  | 34,782 |
Loans refinanced |  |  | 15,697 |  |  |  | 12,909 |  |  |  | 17,473 |
Total conventional real estate loans originated |  |  | 61,996 |  |  |  | 42,546 |  |  |  | 54,313 |
Commercial business loans |  |  | 162,170 |  |  |  | 87,943 |  |  |  | 93,909 |
Consumer loans |  |  | 383 |  |  |  | 265 |  |  |  | 400 |
Total loans originated |  | $ | 224,549 |  |  | $ | 130,754 |  |  | $ | 148,622 |
Loan participations purchased |  | $ | 14,475 |  |  | $ | 999 |  |  | $ | 974 |
Whole loans and participations sold |  | $ | 38,472 |  |  | $ | 10,647 |  |  | $ | 42,364 |

Loan Maturity Schedule. The following table sets forth certain information at December 31, 2012 regarding the dollar amount of loans in the Bancorp’s portfolio based on their contractual terms to maturity. Demand loans, loans having no schedule of repayments and no stated maturity, and overdrafts are reported as due in one year or less. Contractual principal repayments of loans do not necessarily reflect the actual term of the loan portfolio. The average life of mortgage loans is substantially less than their contractual terms because of loan prepayments and because of enforcement of due-on-sale clauses, which give the Bancorp the right to declare a loan immediately due and payable in the event, among other things, that the borrower sells the property subject to the mortgage. The amounts are stated in thousands (000’s).

|  | Maturing |  |  | After one |  |  |  |  |  |  |
|  | Within |  |  | but within |  |  | After |  |  |  |
|  | one year |  |  | five years |  |  | five years |  |  | Total |
Real estate loans |  | $ | 45,195 |  |  | $ | 77,799 |  |  | $ | 235,442 |  |  | $ | 358,436 |
Consumer loans |  |  | 45 |  |  |  | 302 |  |  |  | - |  |  |  | 347 |
Commercial business, other loans |  |  | 35,458 |  |  |  | 32,915 |  |  |  | 9,825 |  |  |  | 78,198 |
Total loans receivable |  | $ | 80,698 |  |  | $ | 111,016 |  |  | $ | 245,267 |  |  | $ | 436,981 |

The following table sets forth the dollar amount of all loans due after one year from December 31, 2012, which have predetermined interest rates or have floating or adjustable interest rates. The amounts are stated in thousands (000’s).

10

|  | Predetermined |  |  | Floating or |  |  |  |
|  | rates |  |  | adjustable rates |  |  | Total |
Real estate loans |  | $ | 118,998 |  |  | $ | 194,243 |  |  | $ | 313,241 |
Consumer loans |  |  | 302 |  |  |  | - |  |  |  | 302 |
Commercial business, other loans |  |  | 30,280 |  |  |  | 12,460 |  |  |  | 42,740 |
Total |  | $ | 149,580 |  |  | $ | 206,703 |  |  | $ | 356,283 |

Lending Area. The primary lending area of the Bancorp encompasses all of Lake and Porter Counties in northwest Indiana, where a majority of loan activity is concentrated. To a lesser extent, the Bancorp also has lending activity in LaPorte, Newton and Jasper counties in Indiana, and Lake, Cook and Will counties in Illinois. The communities of Munster, Crown Point, Dyer, St. John, Merrillville, Schererville, and Cedar Lake have experienced consistent growth and, therefore, have provided the greatest lending opportunities.

Loan Origination Fees. All loan origination and commitment fees, as well as incremental direct loan origination costs, are deferred and amortized into income as yield adjustments over the contractual lives of the related loans.

Loan Origination Procedure. The primary sources for loan originations are referrals from commercial customers, real estate brokers and builders, solicitations by the Bancorp’s lending and retail staff, and advertising of loan programs and rates. The Bancorp employs no staff appraisers. All appraisals are performed by fee appraisers that have been approved by the Board of Directors and who meet all federal guidelines and state licensing and certification requirements.

Designated officers have authorities, established by the Board of Directors, to approve loans. Loans up to $2,000,000 are approved by the loan officers’ loan committee. Loans from $2,000,000 to $3,000,000 are approved by the senior officers’ loan committee. All loans in excess of $3,000,000, up to the legal lending limit of the Bank, must be approved by the Bank’s Board of Directors or its Executive Committee. (All members of the Bank’s Board of Directors and Executive Committee are also members of the Bancorp’s Board of Directors and Executive Committee, respectively.) The maximum in-house legal lending limit as set by the Board of Directors is $6,000,000. Requests that exceed this amount will be considered on a case-by-case basis, after taking into consideration the legal lending limit, by specific Board action. Peoples Bank will not extend credit to any of its executive officers, directors, or principal shareholders or to any related interest of that person, except in compliance with the insider lending restrictions of Regulation O under the Federal Reserve Act and in an amount that, when aggregated with all other extensions of credit to that person, exceeds $500,000 unless: (1) the extension of credit has been approved in advance by a majority of the entire Board of Directors of the Bank, and (2) the interested party has abstained from participating directly or indirectly in the voting.

All loans secured by personal property must be covered by insurance in an amount sufficient to cover the full amount of the loan. All loans secured by real estate must be covered by insurance in an amount sufficient to cover the full amount of the loan or restore the property to its original state. First mortgage loans must be covered by a lender’s title insurance policy in the amount of the loan.

11

The Current Lending Programs

Residential Mortgage Loans. The primary lending activity of the Bancorp has been the granting of conventional mortgage loans to enable borrowers to purchase existing homes, refinance existing homes, or construct new homes. Conventional loans are made up to a maximum of 95% of the purchase price or appraised value, whichever is less. For loans made in excess of 80% of value, private mortgage insurance is generally required in an amount sufficient to reduce the Bancorp’s exposure to 80% or less of the appraised value of the property. Loans insured by private mortgage insurance companies can be made for up to 95% of value. During 2012, 86% of mortgage loans closed were conventional loans with borrowers having 20% or more equity in the property. This type of loan does not require private mortgage insurance because of the borrower’s level of equity investment.

Fixed-rate loans currently originated generally conform to Freddie Mac guidelines for loans purchased under the one-to-four family program. Loan interest rates are determined based on secondary market yield requirements and local market conditions. Fixed rate mortgage loans with contractual maturities generally exceeding fifteen years and greater may be sold and/or classified as held for sale to control exposure to interest rate risk.

The 15-year mortgage loan program has gained wide acceptance in the Bancorp’s primary market area. As a result of the shortened maturity of these loans, this product has been priced below the comparable 20 and 30 year loan offerings. Mortgage applicants for 15 year loans tend to have a larger than normal down payment; this, coupled with the larger principal and interest payment amount, has caused the 15 year mortgage loan portfolio to consist, to a significant extent, of second time home buyers whose underwriting qualifications tend to be above average.

The Bancorp’s Adjustable Rate Mortgage Loans (“ARMs”) include offerings that reprice annually or are “Mini-Fixed.” The “Mini-Fixed” mortgage reprices annually after a one, three, five or seven year period. ARM originations totaled $4.0 million for 2012 and $5.8 million for 2011. During 2012, ARMs represented 7.8% of total mortgage loan originations. The ability of the Bancorp to successfully market ARM’s depends upon loan demand, prevailing interest rates, volatility of interest rates, public acceptance of such loans and terms offered by competitors.

Construction Loans. Construction loans on residential properties are made primarily to individuals and contractors who are under contract with individual purchasers. These loans are personally guaranteed by the borrower. The maximum loan-to-value ratio is 80% of either the current appraised value or the cost of construction, whichever is less. Residential construction loans are typically made for periods of six months to one year.

Loans are also made for the construction of commercial properties. All such loans are made in accordance with well-defined underwriting standards. Generally if the loans are not owner occupied, these types of loans require proof of intent to lease and a confirmed end-loan takeout. In general, loans made do not exceed 80% of the appraised value of the property. Commercial construction loans are typically made for periods not to exceed two years or date of occupancy, whichever is less.

12

Commercial Real Estate Loans. Commercial real estate loans are typically made to a maximum of 80% of the appraised value. Such loans are generally made on an adjustable rate basis. These loans are typically made for terms of 15 to 20 years. Loans with an amortizing term exceeding 15 years normally have a balloon feature calling for a full repayment within seven to ten years from the date of the loan. The balloon feature affords the Bancorp the opportunity to restructure the loan if economic conditions so warrant. Commercial real estate loans include loans secured by commercial rental units, apartments, condominium developments, small shopping centers, owner occupied commercial/industrial properties, hospitality units and other retail and commercial developments.

While commercial real estate lending is generally considered to involve a higher degree of risk than single-family residential lending due to the concentration of principal in a limited number of loans and the effects of general economic conditions on real estate developers and managers, the Bancorp has endeavored to reduce this risk in several ways. In originating commercial real estate loans, the Bancorp considers the feasibility of the project, the financial strength of the borrowers and lessees, the managerial ability of the borrowers, the location of the project and the economic environment. Management evaluates the debt coverage ratio and analyzes the reliability of cash flows, as well as the quality of earnings. All such loans are made in accordance with well-defined underwriting standards and are generally supported by personal guarantees, which represent a secondary source of repayment.

Loans for the construction of commercial properties are generally located within an area permitting physical inspection and regular review of business records. Projects financed outside of the Bancorp’s primary lending area generally involve borrowers and guarantors who are or were previous customers of the Bancorp or projects that are underwritten according to the Bank’s underwriting standards.

Consumer Loans. The Bancorp offers consumer loans to individuals for personal, household or family purposes. Consumer loans are either secured by adequate collateral, or unsecured. Unsecured loans are based on the strength of the applicant’s financial condition. All borrowers must meet current underwriting standards. The consumer loan program includes both fixed and variable rate products. On a limited basis, the Bancorp purchases indirect dealer paper from various well-established businesses in its immediate banking area.

Home Equity Line of Credit. The Bancorp offers a fixed and variable rate revolving line of credit secured by the equity in the borrower’s home. Both products offer an interest only option where the borrower pays interest only on the outstanding balance each month. Equity lines will typically require a second mortgage appraisal and a second mortgage lender’s title insurance policy. Loans are generally made up to a maximum of 80% of the appraised value of the property less any outstanding liens.

Home Improvement Loans and Equity Loans—Fixed Term. Home improvement and equity loans are made up to a maximum of 80% of the appraised value of the improved property, less any outstanding liens. These loans are offered on both a fixed and variable rate basis with a maximum term of 120 months. All home equity loans are made on a direct basis to borrowers.

13

Commercial Business Loans. Although the Bancorp’s priority in extending various types of commercial business loans changes from time to time, the basic considerations in determining the makeup of the commercial business loan portfolio are economic factors, regulatory requirements and money market conditions. The Bancorp seeks commercial loan relationships from the local business community and from its present customers. Conservative lending policies based upon sound credit analysis governs the extension of commercial credit. The following loans, although not inclusive, are considered preferable for the Bancorp’s commercial loan portfolio: loans collateralized by liquid assets; loans secured by general use machinery and equipment; secured short-term working capital loans to established businesses secured by business assets; short-term loans with established sources of repayment and secured by sufficient equity and real estate; and unsecured loans to customers whose character and capacity to repay are firmly established.

Government Loans. The Bancorp is permitted to purchase non-rated municipal securities, tax anticipation notes and warrants within the local market area.

Non-Performing Assets, Asset Classification and Provision for Loan Losses

Loans are reviewed on a regular basis and are generally placed on a non-accrual status when, in the opinion of management, serious doubt exists as to the collectability of a loan. Loans are generally placed on non-accrual status when either principal or interest is 90 days or more past due. Consumer non-residential loans are generally charged off when the loan becomes over 120 days delinquent. Interest accrued and unpaid at the time a loan is placed on non-accrual status is charged against interest income. Subsequent payments are either applied to the outstanding principal balance, tax and insurance reserve or recorded as interest income, depending on the assessment of the ultimate collectability of the loan.

The Bancorp’s mortgage loan collection procedures provide that, when a mortgage loan is 15 days or more delinquent, the borrower will be contacted by mail and payment requested. If the delinquency continues, subsequent efforts will be made to contact the delinquent borrower. In certain instances, the Bancorp will recast the loan or grant a limited moratorium on loan payments to enable the borrower to reorganize his, her or its financial affairs. If the loan continues in a delinquent status for 60 days, the Bancorp will generally initiate foreclosure proceedings. Any property acquired as the result of foreclosure or by voluntary transfer of property made to avoid foreclosure is classified as foreclosed real estate until such time as it is sold or otherwise disposed of by the Bancorp. Foreclosed real estate is recorded at fair value at the date of foreclosure. At foreclosure, any write-down of the property is charged to the allowance for loan losses. Costs relating to improvement of property are capitalized, whereas holding costs are expensed. Valuations are periodically performed by management, and a valuation allowance is established by a charge to operations if the carrying value of a property exceeds its estimated fair value less selling costs. Subsequent gains or losses on disposition, including expenses incurred in connection with the disposition, are charged to operations. Collection procedures for consumer loans provide that when a consumer loan becomes ten days delinquent, the borrower will be contacted by mail and payment requested. If the delinquency continues, subsequent efforts will be made to contact the delinquent borrower. In certain instances, the Bancorp may grant a payment deferral. If a loan continues to be delinquent after 90 days and all collection efforts have been exhausted, the Bancorp will initiate legal proceedings. Collection procedures for commercial business loans provide that when a commercial loan becomes ten days delinquent, the borrower will be contacted by mail and payment requested. If the delinquency continues, subsequent efforts will be made to contact the delinquent borrower pursuant to the commercial loan collection policy. In certain instances, the Bancorp may grant a payment deferral or restructure the loan. Once it has been determined that collection efforts are unsuccessful, the Bancorp will initiate legal proceedings.

14

At December 31, 2012, the Bancorp classified fifteen loans totaling $15.1 million as troubled debt restructurings, which involves modifying the terms of a loan to forego a portion of interest or principal or reducing the interest rate on the loan to a rate materially less than market rates, or materially extending the maturity date of a loan. The Bancorp’s troubled debt restructurings include two commercial real estate participation hotel loans in the amount of $5.6 million and one commercial real estate hotel loan in the amount of $4.9 million, for which significant deferrals of principal repayments were granted; one commercial real estate loan in the amount of $2.4 million for which a significant deferral of principal and interest repayment was granted; one commercial real estate loan in the amount of $547 thousand for which a significant deferral of principal and interest repayment was granted by the Bank as required by a bankruptcy plan; two development loans in the amount of $893 thousand for which an interest rate concession was granted; and one commercial business loan in the amount of $88 thousand and seven mortgage loans totaling $693 thousand, for which maturity dates were materially extended. At December 31, 2012, $9.7 million of the Bancorp’s loans classified as troubled debt restructurings are accruing loans. The valuation basis for the Bancorp’s troubled debt restructurings is based on the present value of cash flows, unless consistent cash flows are not present, then the fair value of the collateral securing the loan is the basis for valuation.

15

The following table sets forth information regarding the Bancorp’s non-performing assets as of December 31 for each period indicated. The amounts are stated in thousands (000’s).

|  | 2012 |  |  | 2011 |  |  | 2010 |  |  | 2009 |  |  | 2008 |
Loans accounted for on a non-accrual basis: |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
Real estate: |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
Residential |  | $ | 1,846 |  |  | $ | 2,481 |  |  | $ | 2,843 |  |  | $ | 2,789 |  |  | $ | 2,316 |
Commercial |  |  | 7,753 |  |  |  | 10,603 |  |  |  | 20,642 |  |  |  | 13,927 |  |  |  | 7,902 |
Commercial business |  |  | 1,644 |  |  |  | 926 |  |  |  | 482 |  |  |  | 358 |  |  |  | 712 |
Consumer |  |  | 10 |  |  |  | - |  |  |  | - |  |  |  | - |  |  |  | 7 |
Total |  | $ | 11,253 |  |  | $ | 14,010 |  |  | $ | 23,967 |  |  | $ | 17,074 |  |  | $ | 10,937 |
Accruing loans which are contractually past due 90 days or more: |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
Real estate: |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
Residential |  | $ | - |  |  | $ | 279 |  |  | $ | 145 |  |  | $ | 1,268 |  |  | $ | 1,198 |
Commercial |  |  | - |  |  |  | - |  |  |  | - |  |  |  | - |  |  |  | 278 |
Commercial business |  |  | 229 |  |  |  | - |  |  |  | - |  |  |  | - |  |  |  | - |
Consumer |  |  | - |  |  |  | - |  |  |  | 3 |  |  |  | 223 |  |  |  | - |
Total |  | $ | 229 |  |  | $ | 279 |  |  | $ | 148 |  |  | $ | 1,491 |  |  | $ | 1,476 |
Loans that qualify as troubled debt restructurings: |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
Real estate: |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
Residential |  | $ | 534 |  |  | $ | 1,123 |  |  | $ | - |  |  | $ | - |  |  | $ | - |
Commercial |  |  | 9,113 |  |  |  | 7,373 |  |  |  | 5,016 |  |  |  | - |  |  |  | - |
Commercial business |  |  | 88 |  |  |  | - |  |  |  | - |  |  |  | - |  |  |  | - |
Consumer |  |  | - |  |  |  | - |  |  |  | - |  |  |  | - |  |  |  | - |
Total |  | $ | 9,735 |  |  | $ | 8,496 |  |  | $ | 5,016 |  |  | $ | - |  |  | $ | - |
Total of non-accrual, 90 days past due, and restructurings |  | $ | 21,217 |  |  | $ | 22,785 |  |  | $ | 29,131 |  |  | $ | 18,565 |  |  | $ | 12,413 |
Ratio of non-performing loans to total assets |  |  | 1.66 | % |  |  | 2.19 | % |  |  | 3.82 | % |  |  | 2.81 | % |  |  | 1.87 | %
Ratio of non-performing loans to total loans |  |  | 2.63 | % |  |  | 3.56 | % |  |  | 5.77 | % |  |  | 4.05 | % |  |  | 2.54 | %
Foreclosed real estate |  | $ | 425 |  |  | $ | 2,457 |  |  | $ | 3,298 |  |  | $ | 3,747 |  |  | $ | 527 |
Ratio of foreclosed real estate to total assets |  |  | 0.06 | % |  |  | 0.38 | % |  |  | 0.52 | % |  |  | 0.57 | % |  |  | 0.08 | %

During 2012, gross interest income of $681,000 would have been recorded on loans accounted for on a non-accrual basis if the loans had been current throughout the period. Interest on such loans included in income during the period amounted to $134,000.

16

Federal regulations require savings banks to classify their own loans and to establish appropriate general and specific allowances, subject to regulatory review. These regulations are designed to encourage management to evaluate loans on a case-by-case basis and to discourage automatic classifications. Loans classified as substandard or doubtful must be evaluated by management to determine loan loss reserves. Loans classified as loss must either be written off or reserved for by a specific allowance. Amounts reported in the general loan loss reserve are included in the calculation of the Bancorp’s total risk-based capital requirement (to the extent that the amount does not exceed 1.25% of total risk-based assets), but are not included in Tier 1 leverage ratio calculations and Tier 1 risk-based capital requirements. Loans internally classified as substandard totaled $19.7 million at December 31, 2012, compared to $24.6 million at December 31, 2011. No loans are internally classified as doubtful at December 31, 2012 or 2011. No loans were classified as loss at either December 31, 2012 or 2011. Substandard loans include non-performing loans and potential problem loans, where information about possible credit issues or other conditions causes management to question the ability of such borrowers to comply with loan covenants or repayment terms. In addition to identifying and monitoring non-performing and other classified loans, management maintains a list of watch loans. Watch loans represent loans management is closely monitoring due to one or more factors that may cause the loan to become classified. Watch loans totaled $17.7 million at December 31, 2012, compared to $16.6 million at December 31, 2011.

A loan is considered impaired when, based on current information and events, it is probable that a borrower will be unable to pay all amounts due according to the contractual terms of the loan agreement. At December 31, 2012, impaired loans totaled $19.9 million, compared to $21.7 million at December 31, 2011 a decrease of $1.8 million or 8.3%. The December 31, 2012, impaired loan balances consist of twenty-six commercial real estate and commercial business loans totaling $19.2 million that are secured by business assets and real estate, and are personally guaranteed by the owners of the businesses. In addition, seven mortgage loans totaling $692 thousand, which are troubled debt restructurings have also been classified as impaired. The December 31, 2012 ALL contained $2.0 million in specific allowances for collateral deficiencies, compared to $1.6 million at December 31, 2011. During the fourth quarter of 2012, two commercial business loans totaling $435 thousand were newly classified as impaired and one impaired mortgage loan totaling $39 thousand was transferred to foreclosed real estate. There were no other loans considered to be impaired loans as of December 31, 2012. Typically, management does not individually classify smaller-balance homogeneous loans, such as residential mortgages or consumer loans, as impaired, unless they are troubled debt restructurings.

At December 31, 2012, management is of the opinion that there are no loans, except those discussed above, where known information about possible credit problems of borrowers causes management to have serious doubts as to the ability of such borrowers to comply with the present loan repayment terms and which will imminently result in disclosure of such loans as non-accrual, past due or restructured loans. Management does not presently anticipate that any of the non-performing loans or classified loans would materially impact future operations, liquidity or capital resources.

The Bancorp is a party to financial instruments in the normal course of business to meet financing needs of its customers. These financial instruments, which include commitments to make loans and standby letters of credit, are not reflected in the accompanying consolidated financial statements. Such financial instruments are recorded when they are funded. The Bancorp has a $1.1 million participation in a $5.7 million letter of credit, which acts as payment support to bondholders. The letter of credit is secured by a cash collateral account in the amount of $2.4 million and a collateralized guarantee in the amount of $1.0 million. In June of 2012 the participants approved a two year extension of the letter of credit. Currently, the letter of credit participants have secured a signed lease from a tenant that opened for operations during May 2009. This lease will expire in June 2015. The lease contains escalating payments that will continue to provide sufficient cash flow to allow the borrower to meet debt obligations to the participants.

17

For 2012, $2.4 million in provisions to the ALL were required, compared to $3.5 million for 2011. The ALL provision decrease for 2012 is primarily a result of improved asset quality. The current year ALL provisions were primarily related to the current credit risk in the commercial real estate participation and commercial real estate loan portfolios. For 2012, charge-offs, net of recoveries, totaled $1.9 million, compared to $4.6 million for 2011. The 2012 net loan charge-offs of $1.9 million were comprised of $765 thousand in commercial real estate participation loans, $243 thousand in commercial real estate loans, $332 thousand in residential real estate loans, $582 thousand in commercial business loans and $12 thousand in consumer loans. For all periods presented, the ALL provisions take into consideration management’s current judgments about the credit quality of the loan portfolio, loan portfolio balances, changes in the portfolio mix, and local economic conditions. In determining the provision for loan losses for the current period, management has given consideration to historically elevated risks associated with the local economy, changes in loan balances and mix, and asset quality.

The ALL to total loans was 1.93% at December 31, 2012, compared to 1.99% at December 31, 2011. The decrease in ALL to total loans was largely a result of charge-offs related to loans with previously identified valuation reserves. The ALL to non-performing loans (coverage ratio) was 73.34% at December 31, 2012, compared to 56.03% at December 31, 2011. The December 31, 2012 balance in the ALL account of $8.4 million is considered adequate by management after evaluation of the loan portfolio, past experience and current economic and market conditions. While management may periodically allocate portions of the allowance for specific problem loans, the whole allowance is available for any loan charge offs that occur. The allocation of the ALL reflects performance and growth trends within the various loan categories, as well as consideration of the facts and circumstances that affect the repayment of individual loans, and loans which have been pooled as of the evaluation date, with particular attention given to non-performing loans and loans which have been classified as substandard, doubtful or loss. Management has allocated reserves to both performing and non-performing loans based on current information available.

The table that follows sets forth the allowance for loan losses and related ratios for the periods indicated. There were no charge-offs or recoveries of real estate construction loans during the periods presented. The amounts are stated in thousands (000’s).

18

|  | 2012 |  |  | 2011 |  |  | 2010 |  |  | 2009 |  |  | 2008 |
Balance at beginning of period |  | $ | 8,005 |  |  | $ | 9,121 |  |  | $ | 6,114 |  |  | $ | 5,830 |  |  | $ | 4,581 |
Loans charged-off: |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
Real estate - residential |  |  | (336 | ) |  |  | (470 | ) |  |  | (764 | ) |  |  | (489 | ) |  |  | (27 | )
Commercial real estate |  |  | (256 | ) |  |  | (880 | ) |  |  | (900 | ) |  |  | (268 | ) |  |  | (64 | )
Commercial real estate participations |  |  | (873 | ) |  |  | (3,366 | ) |  |  | (987 | ) |  |  | (7,133 | ) |  |  | (1,026 | )
Commercial business |  |  | (619 | ) |  |  | (163 | ) |  |  | (182 | ) |  |  | (504 | ) |  |  | (1 | )
Consumer |  |  | (17 | ) |  |  | (55 | ) |  |  | (35 | ) |  |  | (46 | ) |  |  | (109 | )
Total charge-offs |  |  | (2,101 | ) |  |  | (4,934 | ) |  |  | (2,868 | ) |  |  | (8,440 | ) |  |  | (1,227 | )
Recoveries: |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
Residential real estate |  |  | 4 |  |  |  | 112 |  |  |  | 38 |  |  |  | 1 |  |  |  | 2 |
Commercial real estate |  |  | 13 |  |  |  | 182 |  |  |  | - |  |  |  | 15 |  |  |  | 7 |
Commercial real estate participations |  |  | 108 |  |  |  | - |  |  |  | 248 |  |  |  | 45 |  |  |  | - |
Commercial business |  |  | 37 |  |  |  | 3 |  |  |  | 10 |  |  |  | 116 |  |  |  | - |
Consumer |  |  | 5 |  |  |  | 11 |  |  |  | 9 |  |  |  | 7 |  |  |  | 79 |
Total recoveries |  |  | 167 |  |  |  | 308 |  |  |  | 305 |  |  |  | 184 |  |  |  | 88 |
Net (charge-offs) / recoveries |  |  | (1,934 | ) |  |  | (4,626 | ) |  |  | (2,563 | ) |  |  | (8,256 | ) |  |  | (1,139 | )
Provision for loan losses |  |  | 2,350 |  |  |  | 3,510 |  |  |  | 5,570 |  |  |  | 8,540 |  |  |  | 2,388 |
Balance at end of period |  | $ | 8,421 |  |  | $ | 8,005 |  |  | $ | 9,121 |  |  | $ | 6,114 |  |  | $ | 5,830 |
ALL to loans outstanding |  |  | 1.93 | % |  |  | 1.99 | % |  |  | 2.18 | % |  |  | 1.33 | % |  |  | 1.19 | %
ALL to nonperforming loans |  |  | 73.34 | % |  |  | 56.03 | % |  |  | 37.82 | % |  |  | 32.93 | % |  |  | 46.97 | %
Net charge-offs / recoveries to average loans out - standing during the period |  |  | -0.46 | % |  |  | -1.13 | % |  |  | -0.57 | % |  |  | -1.75 | % |  |  | -0.24 | %

The following table shows the allocation of the allowance for loan losses at December 31, for the dates indicated. The dollar amounts are stated in thousands (000’s). The percent columns represent the percentage of loans in each category to total loans.

|  | 2012 |  |  | 2011 |  |  | 2010 |  |  | 2009 |  |  | 2008 |
|  | $ |  |  | % |  |  | $ |  |  | % |  |  | $ |  |  | % |  |  | $ |  |  | % |  |  | $ |  |  | % |
Real estate loans: |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
Residential |  |  | 1,024 |  |  |  | 35.4 |  |  |  | 1,161 |  |  |  | 38.4 |  |  |  | 994 |  |  |  | 36.6 |  |  |  | 241 |  |  |  | 40.2 |  |  |  | 394 |  |  |  | 46.2 |
Commercial and other dwelling |  |  | 6,158 |  |  |  | 46.6 |  |  |  | 5,728 |  |  |  | 43.5 |  |  |  | 7,477 |  |  |  | 45.9 |  |  |  | 5,371 |  |  |  | 42.5 |  |  |  | 3,934 |  |  |  | 40.3 |
Consumer loans |  |  | 19 |  |  |  | 0.1 |  |  |  | 15 |  |  |  | 0.1 |  |  |  | 30 |  |  |  | 0.2 |  |  |  | 51 |  |  |  | 0.3 |  |  |  | 69 |  |  |  | 0.4 |
Commercial business and other |  |  | 1,220 |  |  |  | 17.9 |  |  |  | 1,101 |  |  |  | 18.0 |  |  |  | 620 |  |  |  | 17.3 |  |  |  | 451 |  |  |  | 17.0 |  |  |  | 1,433 |  |  |  | 13.1 |
Total |  |  | 8,421 |  |  |  | 100.0 |  |  |  | 8,005 |  |  |  | 100.0 |  |  |  | 9,121 |  |  |  | 100.0 |  |  |  | 6,114 |  |  |  | 100.0 |  |  |  | 5,830 |  |  |  | 100.0 |

Investment Activities

The primary objective of the investment portfolio is to provide for the liquidity needs of the Bancorp and to contribute to profitability by providing a stable flow of dependable earnings. Securities can be classified as either held-to-maturity (HTM) or available-for-sale (AFS) at the time of purchase. No securities are classified as trading. During 2011, management transferred its entire HTM securities portfolio to AFS in order to provide management with the ability to sell lower balance odd lot securities, divest of certain securities to reduce credit or interest rate risk within the portfolio, and be positioned to take advantage of other portfolio restructuring opportunities. AFS securities are those the Bancorp may decide to sell if needed for liquidity, asset-liability management or other reasons. During 2012, the Bancorp did not have derivative instruments and was not involved in hedging activities as defined by Accounting Standards Codification Topic 815 Derivatives and Hedging. It has been the policy of the Bancorp to invest its excess cash in U.S. government agency securities, mortgage-backed securities, collateralized mortgage obligations and municipal securities. In addition, short-term funds are generally invested as interest-bearing balances in financial institutions and federal funds. At December 31, 2012, the Bancorp’s investment portfolio totaled $187.5 million. In addition, the Bancorp had $5.4 million federal funds sold, and $3.1 million in FHLB stock.

19

The table below shows the carrying values of the components of the investment securities portfolio at December 31, on the dates indicated. The amounts are stated in thousands (000’s).

|  | 2012 |  |  | 2011 |  |  | 2010 |
U.S. government agencies: |  |  |  |  |  |  |  |  |  |  |  |
Available-for-sale |  |  | 23,096 |  |  |  | 15,648 |  |  |  | 4,169 |
Mortgage-backed securities (1): |  |  |  |  |  |  |  |  |  |  |  |
Available-for-sale |  |  | 36,068 |  |  |  | 50,683 |  |  |  | 32,682 |
Held-to-maturity |  |  | - |  |  |  | - |  |  |  | 824 |
Collateralized Mortgage Obligations (1): |  |  |  |  |  |  |  |  |  |  |  |
Available-for-sale |  |  | 63,846 |  |  |  | 60,514 |  |  |  | 64,460 |
Municipal Securities: |  |  |  |  |  |  |  |  |  |  |  |
Available-for-sale |  |  | 63,073 |  |  |  | 58,756 |  |  |  | 39,365 |
Held-to-maturity |  |  | - |  |  |  | - |  |  |  | 17,573 |
Corporate Securities: |  |  |  |  |  |  |  |  |  |  |  |
Available-for-sale |  |  | - |  |  |  | - |  |  |  | - |
Trust Preferred Securities: |  |  |  |  |  |  |  |  |  |  |  |
Available-for-sale |  |  | 1,392 |  |  |  | 1,361 |  |  |  | 1,379 |
Totals |  | $ | 187,475 |  |  | $ | 186,962 |  |  | $ | 160,452 |

________________________

(1) Mortgage-backed securities and Collateralized Mortgage Obligations are U.S. government agency and sponsored securities.

The contractual maturities and weighted average yields for the U.S. government securities, agency securities, municipal securities, and trust preferred securities at December 31, 2012, are summarized in the table below. Securities not due at a single maturity date, such as mortgage-backed securities and collateralized mortgage obligations are not included in the following table. The carrying values are stated in thousands (000’s).

Yields presented are not on a tax-equivalent basis.

|  | Within 1 Year |  |  | 1 - 5 Years |  |  | 5 - 10 Years |  |  | After 10 Years |
|  | Amount |  |  | Yield |  |  | Amount |  |  | Yield |  |  | Amount |  |  | Yield |  |  | Amount |  |  | Yield |
U.S. government Securities: |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
AFS |  |  | - |  |  |  | 0.00 | % |  |  | - |  |  |  | 0.00 | % |  |  | - |  |  |  | 0.00 | % |  |  | - |  |  |  | 0.00 | %
U.S. government Agencies: |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
AFS |  |  | - |  |  |  | 0.00 | % |  |  | 9,543 |  |  |  | 1.31 | % |  |  | 13,553 |  |  |  | 1.45 | % |  |  | - |  |  |  | 0.00 | %
Municipal Securities: |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
AFS |  |  | 972 |  |  |  | 3.95 | % |  |  | 5,399 |  |  |  | 4.35 | % |  |  | 24,760 |  |  |  | 4.06 | % |  |  | 31,942 |  |  |  | 3.81 | %
Trust Preferred Securities: |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
AFS |  |  | - |  |  |  | 0.00 | % |  |  | - |  |  |  | 0.00 | % |  |  | - |  |  |  | 0.00 | % |  |  | 1,392 |  |  |  | 1.30 | %
Totals |  | $ | 972 |  |  |  | 3.95 | % |  | $ | 14,942 |  |  |  | 2.41 | % |  | $ | 38,313 |  |  |  | 3.14 | % |  | $ | 33,334 |  |  |  | 3.71 | %

20

The Bancorp currently holds four trust preferred securities of which three of the securities’ quarterly interest payments have been placed in “payment in kind” status. Payment in kind status results in a temporary delay in the payment of interest. As a result of a delay in the collection of the interest payments, management placed these securities in non-accrual status. At December 31, 2012, the cost basis of the three trust preferred securities in non-accrual status totaled $3.9 million. Current estimates indicate that the interest payment delays may exceed ten years. One trust preferred security with a cost basis of $1.3 million remains in accrual status.

Sources of Funds

General. Deposits are the major source of the Bancorp’s funds for lending and other investment purposes. In addition to deposits, the Bancorp derives funds from maturing investment securities and certificates of deposit, dividend receipts from the investment portfolio, loan principal repayments, repurchase agreements, advances from the Federal Home Loan Bank of Indianapolis (FHLB) and other borrowings. Loan repayments are a relatively stable source of funds, while deposit inflows and outflows are significantly influenced by general interest rates and money market conditions. Borrowings may be used on a short-term basis to compensate for reductions in the availability of other sources of funds. They may also be used on a longer-term basis for general business purposes. The Bancorp uses repurchase agreements, as well as a line-of-credit and advances from the FHLB for borrowings. At December 31, 2012, the Bancorp had $16.3 million in repurchase agreements. Other borrowings totaled $33.2 million, of which $33.0 million represents FHLB advances.

Deposits. Retail and commercial deposits are attracted principally from within the Bancorp’s primary market area. The Bancorp offers a broad selection of deposit instruments including non-interest bearing demand accounts, interest bearing demand accounts, savings accounts, money market deposit accounts, certificate accounts and retirement savings plans. Deposit accounts vary as to terms, with the principal differences being the minimum balance required, the time period the funds must remain on deposit and the interest rate. Certificate accounts currently range in maturity from ten days to 42 months. The deregulation of federal controls on insured deposits has allowed the Bancorp to be more competitive in obtaining funds and to be flexible in meeting the threat of net deposit outflows. The Bancorp does not obtain funds through brokers.

21

The following table presents the average daily amount of deposits bearing interest and average rates paid on such deposits for the years indicated. The amounts are stated in thousands (000’s).

|  | 2012 |  |  | 2011 |  |  | 2010 |
|  | Amount |  |  | Rate % |  |  | Amount |  |  | Rate % |  |  | Amount |  |  | Rate % |
Noninterest bearing demand deposits |  | $ | 62,746 |  |  |  | - |  |  | $ | 54,126 |  |  |  | - |  |  | $ | 48,975 |  |  |  | - |
Interest bearing demand deposits |  |  | 97,735 |  |  |  | 0.09 |  |  |  | 99,040 |  |  |  | 0.17 |  |  |  | 110,078 |  |  |  | 0.32 |
MMDA accounts |  |  | 125,035 |  |  |  | 0.21 |  |  |  | 116,527 |  |  |  | 0.30 |  |  |  | 116,871 |  |  |  | 0.48 |
Savings accounts |  |  | 75,541 |  |  |  | 0.07 |  |  |  | 69,529 |  |  |  | 0.15 |  |  |  | 60,830 |  |  |  | 0.20 |
Certificates of deposit |  |  | 177,523 |  |  |  | 0.66 |  |  |  | 186,730 |  |  |  | 0.99 |  |  |  | 216,168 |  |  |  | 1.33 |
Total deposits |  | $ | 538,580 |  |  |  | 0.29 |  |  | $ | 525,952 |  |  |  | 0.47 |  |  | $ | 552,922 |  |  |  | 0.71 |

Maturities of time certificates of deposit and other time deposits of $100,000 or more at December 31, 2012 are summarized as follows. The amounts are stated in thousands (000’s).

3 months or less |  | $ | 23,225 |
Over 3 months through 6 months |  |  | 10,627 |
Over 6 months through 12 months |  |  | 22,430 |
Over 12 months |  |  | 17,738 |
Total |  | $ | 74,020 |

Borrowings. Borrowed money is used on a short-term basis to compensate for reductions in the availability of other sources of funds and is generally accomplished through repurchase agreements, as well as, through a line of credit and advances from the FHLB. Repurchase agreements generally mature within one year and are generally secured by U.S. government securities or U.S. agency securities, under the Bancorp’s control. FHLB advances with maturities ranging from one year to five years are used to fund securities and loans of comparable duration, as well as to reduce the impact that movements in short-term interest rates have on the Bancorp’s overall cost of funds. Fixed rate advances are payable at maturity, with a prepayment penalty. Putable advances are fixed for a period of one to five years and then may adjust annually to the three-month London Interbank Offered Rate (LIBOR) until maturity. Once the putable advance interest rate adjusts, the Bancorp has the option to prepay the advance on specified annual interest rate reset dates without prepayment penalty.

22

The following tables set forth certain information regarding borrowing and repurchase agreements by the Bancorp at the end of and during the periods indicated. The amounts are stated in thousands (000’s).

|  | At December 31, |
|  | 2012 |  |  | 2011 |  |  | 2010 |
Repurchase agreements: |  |  |  |  |  |  |  |  |  |  |  |
Balance |  | $ | 16,298 |  |  | $ | 15,395 |  |  | $ | 16,074 |
Securities underlying the agreements: |  |  |  |  |  |  |  |  |  |  |  |
Ending carrying amount |  |  | 28,002 |  |  |  | 26,622 |  |  |  | 24,484 |
Ending fair value |  |  | 28,002 |  |  |  | 26,622 |  |  |  | 24,915 |
Weighted average rate (1) |  |  | 0.31 | % |  |  | 0.43 | % |  |  | 0.70 | %

|  | For year ended December 31, |
|  | 2012 |  |  | 2011 |  |  | 2010 |
Highest month-end balance |  | $ | 25,278 |  |  | $ | 24,258 |  |  | $ | 22,369 |
Average outstanding balance |  |  | 20,561 |  |  |  | 20,767 |  |  |  | 19,469 |
Weighted average rate on securities sold under agreements to repurchase (2) |  |  | 0.38 | % |  |  | 0.51 | % |  |  | 0.92 | %

|  | At December 31, |
|  | 2012 |  |  | 2011 |  |  | 2010 |
Fixed rate short-term advances from the FHLB |  | $ | 14,000 |  |  | $ | 5,000 |  |  | $ | 3,000 |
Fixed rate long-term advances from the FHLB |  | $ | 14,000 |  |  | $ | 26,000 |  |  | $ | 21,000 |
Putable advances from the FHLB |  |  | 5,000 |  |  |  | 5,000 |  |  |  | 5,000 |
Variable advances from the FHLB |  |  | - |  |  |  | - |  |  |  | - |
FHLB line-of-credit |  |  | - |  |  |  | - |  |  |  | 3,248 |
Limited partnership obligation |  |  | - |  |  |  | - |  |  |  | - |
Overdrawn due from other financial institutions |  |  | 207 |  |  |  | 618 |  |  |  | 296 |
Total borrowings |  | $ | 33,207 |  |  | $ | 36,618 |  |  | $ | 32,544 |

________________________

(1) The weighted average rate for each period is calculated by weighting the principal balances outstanding for the various interest rates.

(2) The weighted average rate is calculated by dividing the interest expense for the period by the average daily balances of securities sold under agreements to repurchase for the period.

23

Wealth Management Group

The activities of the Bancorp's Wealth Management Group provides estate and retirement planning, guardianships, land trusts, profit sharing and 401(k) retirement plans, IRA and Keogh accounts, investment agency accounts, and serves as personal representative of estates and acts as trustee for revocable and irrevocable trusts. At December 31, 2012, the market value of the Wealth Management Group’s assets totaled $263.8 million, an increase of $3.3 million, compared to December 31, 2011.

Analysis of Profitability and Key Operating Ratios

Distribution of Assets, Liabilities and Shareholders’ Equity;

Interest Rates and Interest Differential.

The net earnings of the Bancorp depend primarily upon the “spread” (difference) between (a) the income it receives from its loan portfolio and other investments, and (b) its cost of money, consisting principally of the interest paid on savings accounts and on other borrowings.

The following table presents the weighted average yields on loans and securities, the weighted average cost of interest-bearing deposits and other borrowings, and the interest rate spread for the year ended December 31, 2012.

Weighted average yield: |  |  |  |
Securities |  |  | 2.83 | %
Loans receivable |  |  | 4.88 | %
Federal Home Loan Bank stock |  |  | 3.38 | %
Total interest-earning assets |  |  | 4.14 | %
Weighted average cost: |  |  |  |
Deposit accounts |  |  | 0.29 | %
Borrowed funds |  |  | 1.32 | %
Total interest-bearing liabilities |  |  | 0.39 | %
Interest rate spread: |  |  |  |
Weighted average yield on interest-earning assets minus the weighted average cost of interest-bearing funds |  |  | 3.75 | %

24

Financial Ratios and the Analysis of Changes in Net Interest Income.

The tables below set forth certain financial ratios of the Bancorp for the periods indicated:

|  | Year ended December 31, |
|  | 2012 |  |  | 2011 |  |  | 2010 |
Return on average assets |  |  | 1.02 | % |  |  | 0.84 | % |  |  | 0.77 | %
Return on average equity |  |  | 10.27 | % |  |  | 8.90 | % |  |  | 9.03 | %
Average equity-to-average assets ratio |  |  | 9.95 | % |  |  | 9.40 | % |  |  | 8.56 | %
Dividend payout ratio |  |  | 29.83 | % |  |  | 31.57 | % |  |  | 39.26 | %

|  | At December 31, |
|  | 2012 |  |  | 2011 |  |  | 2010 |
Total stockholders’ equity to total assets |  |  | 9.78 | % |  |  | 9.66 | % |  |  | 8.89 | %

25

The average balance sheet amounts, the related interest income or expense, and average rates earned or paid are presented in the following table.

The amounts are stated in thousands (000's).

|  | Year ended December 31, 2012 |  |  | Year ended December 31, 2011 |  |  | Year ended December 31, 2010 |
|  |  |  |  | Interest |  |  |  |  |  |  |  |  | Interest |  |  |  |  |  |  |  |  | Interest |  |  |  |
|  | Average |  |  | Income/ |  |  | Average |  |  | Average |  |  | Income/ |  |  | Average |  |  | Average |  |  | Income/ |  |  | Average |
|  | Balance |  |  | Expense |  |  | Rate |  |  | Balance |  |  | Expense |  |  | Rate |  |  | Balance |  |  | Expense |  |  | Rate |
Assets: |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
Interest bearing balances in financial institutions |  | $ | 8,715 |  |  | $ | 22 |  |  |  | 0.25 | % |  | $ | 7,215 |  |  | $ | 18 |  |  |  | 0.25 | % |  | $ | 12,135 |  |  | $ | 28 |  |  |  | 0.23 | %
Federal funds sold |  |  | 7,460 |  |  |  | 1 |  |  |  | 0.01 |  |  |  | 5,366 |  |  |  | 1 |  |  |  | 0.01 |  |  |  | 5,227 |  |  |  | 1 |  |  |  | 0.01 |
Securities |  |  | 190,101 |  |  |  | 5,387 |  |  |  | 2.83 |  |  |  | 178,089 |  |  |  | 6,074 |  |  |  | 3.41 |  |  |  | 157,730 |  |  |  | 6,006 |  |  |  | 3.81 |
Total investments |  |  | 206,276 |  |  |  | 5,410 |  |  |  | 2.62 |  |  |  | 190,670 |  |  |  | 6,093 |  |  |  | 3.20 |  |  |  | 175,092 |  |  |  | 6,035 |  |  |  | 3.45 |
Loans:* |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
Real estate mortgage loans |  |  | 348,169 |  |  |  | 17,167 |  |  |  | 4.93 |  |  |  | 335,529 |  |  |  | 17,258 |  |  |  | 5.14 |  |  |  | 366,566 |  |  |  | 19,759 |  |  |  | 5.39 |
Commercial business loans |  |  | 74,916 |  |  |  | 3,466 |  |  |  | 4.63 |  |  |  | 73,664 |  |  |  | 3,590 |  |  |  | 4.87 |  |  |  | 78,921 |  |  |  | 4,216 |  |  |  | 5.34 |
Consumer loans |  |  | 482 |  |  |  | 31 |  |  |  | 6.43 |  |  |  | 594 |  |  |  | 45 |  |  |  | 7.58 |  |  |  | 1,064 |  |  |  | 76 |  |  |  | 7.14 |
Total loans |  |  | 423,567 |  |  |  | 20,664 |  |  |  | 4.88 |  |  |  | 409,787 |  |  |  | 20,893 |  |  |  | 5.10 |  |  |  | 446,551 |  |  |  | 24,051 |  |  |  | 5.39 |
Total interest-earning assets |  |  | 629,843 |  |  |  | 26,074 |  |  |  | 4.14 |  |  |  | 600,457 |  |  |  | 26,986 |  |  |  | 4.49 |  |  |  | 621,643 |  |  |  | 30,086 |  |  |  | 4.84 |
Allowance for loan losses |  |  | (8,334 | ) |  |  |  |  |  |  |  |  |  |  | (9,092 | ) |  |  |  |  |  |  |  |  |  |  | (7,585 | ) |  |  |  |  |  |  |  |
Cash and due from banks |  |  | 8,795 |  |  |  |  |  |  |  |  |  |  |  | 8,365 |  |  |  |  |  |  |  |  |  |  |  | 7,773 |  |  |  |  |  |  |  |  |
Premises and equipment |  |  | 17,963 |  |  |  |  |  |  |  |  |  |  |  | 18,780 |  |  |  |  |  |  |  |  |  |  |  | 19,412 |  |  |  |  |  |  |  |  |
Other assets |  |  | 22,812 |  |  |  |  |  |  |  |  |  |  |  | 25,211 |  |  |  |  |  |  |  |  |  |  |  | 28,322 |  |  |  |  |  |  |  |  |
Total assets |  | $ | 671,079 |  |  |  |  |  |  |  |  |  |  | $ | 643,721 |  |  |  |  |  |  |  |  |  |  | $ | 669,565 |  |  |  |  |  |  |  |  |
Liabilities: |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
Demand deposit |  | $ | 62,746 |  |  |  | - |  |  |  | - | % |  | $ | 54,126 |  |  |  | - |  |  |  | - | % |  | $ | 48,975 |  |  |  | - |  |  |  | - | %
NOW accounts |  |  | 97,735 |  |  |  | 86 |  |  |  | 0.09 |  |  |  | 99,040 |  |  |  | 172 |  |  |  | 0.17 |  |  |  | 110,078 |  |  |  | 353 |  |  |  | 0.32 |
Money market demand accounts |  |  | 125,035 |  |  |  | 268 |  |  |  | 0.21 |  |  |  | 116,527 |  |  |  | 350 |  |  |  | 0.30 |  |  |  | 116,871 |  |  |  | 556 |  |  |  | 0.48 |
Savings accounts |  |  | 75,541 |  |  |  | 54 |  |  |  | 0.07 |  |  |  | 69,529 |  |  |  | 102 |  |  |  | 0.15 |  |  |  | 60,830 |  |  |  | 122 |  |  |  | 0.20 |
Certificates of deposit |  |  | 177,523 |  |  |  | 1,167 |  |  |  | 0.66 |  |  |  | 186,730 |  |  |  | 1,849 |  |  |  | 0.99 |  |  |  | 216,168 |  |  |  | 2,883 |  |  |  | 1.33 |
Total interest-bearing deposits |  |  | 538,580 |  |  |  | 1,575 |  |  |  | 0.29 |  |  |  | 525,952 |  |  |  | 2,473 |  |  |  | 0.47 |  |  |  | 552,922 |  |  |  | 3,914 |  |  |  | 0.71 |
Borrowed funds |  |  | 58,688 |  |  |  | 773 |  |  |  | 1.32 |  |  |  | 50,538 |  |  |  | 758 |  |  |  | 1.50 |  |  |  | 52,792 |  |  |  | 1,075 |  |  |  | 2.04 |
Total interest-bearing liabilities |  |  | 597,268 |  |  |  | 2,348 |  |  |  | 0.39 |  |  |  | 576,490 |  |  |  | 3,231 |  |  |  | 0.56 |  |  |  | 605,714 |  |  |  | 4,989 |  |  |  | 0.82 |
Other liabilities |  |  | 7,069 |  |  |  |  |  |  |  |  |  |  |  | 6,720 |  |  |  |  |  |  |  |  |  |  |  | 6,516 |  |  |  |  |  |  |  |  |
Total liabilities |  |  | 604,337 |  |  |  |  |  |  |  |  |  |  |  | 583,210 |  |  |  |  |  |  |  |  |  |  |  | 612,230 |  |  |  |  |  |  |  |  |
Stockholders' equity |  |  | 66,742 |  |  |  |  |  |  |  |  |  |  |  | 60,511 |  |  |  |  |  |  |  |  |  |  |  | 57,335 |  |  |  |  |  |  |  |  |
Total liabilities and stockholders' equity |  | $ | 671,079 |  |  |  |  |  |  |  |  |  |  | $ | 643,721 |  |  |  |  |  |  |  |  |  |  | $ | 669,565 |  |  |  |  |  |  |  |  |
Net interest income |  |  |  |  |  | $ | 23,726 |  |  |  |  |  |  |  |  |  |  | $ | 23,755 |  |  |  |  |  |  |  |  |  |  | $ | 25,097 |  |  |  |  |
Net interest spread |  |  |  |  |  |  |  |  |  |  | 3.75 | % |  |  |  |  |  |  |  |  |  |  | 3.93 | % |  |  |  |  |  |  |  |  |  |  | 4.02 | %
Net interest margin** |  |  |  |  |  |  |  |  |  |  | 3.77 | % |  |  |  |  |  |  |  |  |  |  | 3.96 | % |  |  |  |  |  |  |  |  |  |  | 4.04 | %

* Non-accruing loans have been included in the average balances.

** Net interest income divided by average interest-earning assets.

26

The table below sets forth certain information regarding changes in interest income and interest expense of the Bancorp for the periods indicated. For each category of interest-earning asset and interest-bearing liability, information is provided on changes attributable to: (1) changes in volume (change in volume multiplied by old rate) and (2) changes in rate (change in rate multiplied by old volume). Changes attributable to both rate and volume which cannot be segregated have been allocated proportionately to the change due to volume and the change due to rate. The amounts are stated in thousands (000's).

|  | Year Ended December 31, |  |  | Year Ended December 31, |
|  | 2012 |  |  | vs. |  |  | 2011 |  |  | 2011 |  |  | vs. |  |  | 2010 |
|  | Increase / (Decrease) |  |  | Increase / (Decrease) |
|  | Due To |  |  | Due To |
|  | Volume |  |  | Rate |  |  | Total |  |  | Volume |  |  | Rate |  |  | Total |
Interest income: |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
Loans receivable |  | $ | 689 |  |  | $ | (918 | ) |  | $ | (229 | ) |  | $ | (1,916 | ) |  | $ | (1,242 | ) |  | $ | (3,158 | )
Securities |  |  | 390 |  |  |  | (1,077 | ) |  |  | (687 | ) |  |  | 730 |  |  |  | (662 | ) |  |  | 68 |
Other interest-earning assets |  |  | 5 |  |  |  | (1 | ) |  |  | 4 |  |  |  | (7 | ) |  |  | (3 | ) |  |  | (10 | )
Total interest-earning assets |  |  | 1,084 |  |  |  | (1,996 | ) |  |  | (912 | ) |  |  | (1,193 | ) |  |  | (1,907 | ) |  |  | (3,100 | )
Interest Expense: |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
Deposits |  |  | 58 |  |  |  | (956 | ) |  |  | (898 | ) |  |  | (183 | ) |  |  | (1,258 | ) |  |  | (1,441 | )
Borrowed Funds |  |  | 114 |  |  |  | (99 | ) |  |  | 15 |  |  |  | (44 | ) |  |  | (273 | ) |  |  | (317 | )
Total interest-bearing liabilities |  |  | 172 |  |  |  | (1,055 | ) |  |  | (883 | ) |  |  | (227 | ) |  |  | (1,531 | ) |  |  | (1,758 | )
Net change in net interest income/(expense) |  | $ | 912 |  |  | $ | (941 | ) |  | $ | (29 | ) |  | $ | (966 | ) |  | $ | (376 | ) |  | $ | (1,342 | )

27

Bank Subsidiary Activities

Peoples Service Corporation, a wholly owned subsidiary of the Bank was incorporated under the laws of the State of Indiana. The subsidiary currently provides insurance and annuity investments to the Bank’s wealth management customers. At December 31, 2012, the Bank had an investment balance of $165 thousand in Peoples Service Corporation.

NWIN, LLC is a wholly owned subsidiary of the Bank. NWIN, LLC was incorporated under the laws of the State of Nevada as an investment subsidiary. The investment subsidiary currently holds Bank security investments, which are managed by a professional portfolio manager. In addition, the investment subsidiary is the parent of a real estate investment trust, NWIN Funding, Inc., that invests in real estate loans originated by the Bank. At December 31, 2012, the Bank had an investment balance of $218.7 million in NWIN, LLC. The investment balance represents a decrease of $15.3 million, as a result of a return of capital to the Bank during 2012.

NWIN Funding, Inc. is a subsidiary of NWIN, LLC, and was formed as an Indiana Real Estate Investment Trust (REIT). The formation of NWIN Funding, Inc. provides the Bancorp with a vehicle that may be used to raise capital utilizing portfolio mortgages as collateral, without diluting stock ownership. In addition, NWIN Funding, Inc. will receive favorable state tax treatment for income generated by its operations. At December 31, 2012, the REIT held assets of $38.2 million in real estate loans.

Columbia Development Company, LLC is a wholly owned subsidiary of the Bank and was incorporated under the laws of the State of Indiana. The subsidiary holds real estate properties that the Bank has acquired through the foreclosure process. At December 31, 2012, the Bank had an investment balance of $2.0 million in Columbia Development Company, LLC.

The Consolidated Financial Statements of the Bancorp include the assets, liabilities, net worth and results of operations of the Bank and its subsidiaries. Significant inter-company transactions have been eliminated in the consolidation.

Competition

The Bancorp’s primary market area for deposits, loans and financial services encompasses Lake and Porter Counties, in northwest Indiana, where all of its offices are located. Ninety-five percent of the Bancorp’s business activities are within this area.

The Bancorp faces strong competition in its primary market area for the attraction and retention of deposits and in the origination of loans. The Bancorp’s most direct competition for deposits has historically come from commercial banks, savings associations, and credit unions located in its primary market area. Particularly in times of high interest rates, the Bancorp has had significant competition from mutual funds and other firms offering financial services. The Bancorp’s competition for loans comes principally from savings associations, commercial banks, mortgage banking companies, credit unions, insurance companies, and other institutional lenders.

The Bancorp competes for loans principally through the interest rates and loan fees it charges and the efficiency and quality of the services it provides borrowers and other third-party sources. It competes for deposits by offering depositors a wide variety of savings accounts, checking accounts, competitive interest rates, convenient banking center locations, drive-up facilities, automatic teller machines, tax deferred retirement programs, electronic banking, and other miscellaneous services.

28

The activities of the Bancorp and the Bank in the geographic market served involve competition with other banks as well as with other financial institutions and enterprises, many of which have substantially greater resources than those available to the Bancorp. In addition, non-bank competitors are generally not subject to the extensive regulation applicable to the Bancorp and the Bank.

Personnel

As of December 31, 2012, the Bank had 161 full-time and 25 part-time employees. The employees are not represented by a collective bargaining agreement. Management believes its employee relations are good. The Bancorp has four officers (listed below under Item 4.5 “Executive Officers of the Bancorp”), but has no other employees. The Bancorp’s officers also are full-time employees of the Bank, and are compensated by the Bank.

Regulation and Supervision

Bank Holding Company Regulation. As a registered bank holding company for the Bank, the Bancorp is subject to the regulation and supervision of the FRB under the Bank Holding Company Act of 1956, as amended (the "BHCA"). Bank holding companies are required to file periodic reports with and are subject to periodic examination by the FRB.

Under the BHCA, without the prior approval of the FRB, the Bancorp may not acquire direct or indirect control of more than 5% of the voting stock or substantially all of the assets of any company, including a bank, and may not merge or consolidate with another bank holding company. In addition, the Bancorp is generally prohibited by the BHCA from engaging in any nonbanking business unless such business is determined by the FRB to be so closely related to banking as to be a proper incident thereto. Under the BHCA, the FRB has the authority to require a bank holding company to terminate any activity or relinquish control of a nonbank subsidiary (other than a nonbank subsidiary of a bank) upon the FRB's determination that such activity or control constitutes a serious risk to the financial soundness and stability of any bank subsidiary of the bank holding company.

Under the Dodd-Frank Wall Street Reform and Consumer Protection Act (the Dodd-Frank Act”), a bank holding company is expected to serve as a source of financial and managerial strength to its subsidiary banks. Pursuant to this requirement, a bank holding company should stand ready to use its resources to provide adequate capital funds to its subsidiary banks during periods of financial stress or adversity. This support may be required by the FRB at times when the Bancorp may not have the resources to provide it or, for other reasons, would not be inclined to provide it. Additionally, under the Federal Deposit Insurance Corporation Improvements Act of 1991 ("FDICIA"), a bank holding company is required to provide limited guarantee of the compliance by any insured depository institution subsidiary that may become "undercapitalized" (as defined in the statute) with the terms of any capital restoration plan filed by such subsidiary with its appropriate federal banking agency.

Savings Bank Regulation. As an Indiana stock savings bank, the Bank is subject to federal regulation and supervision by the FDIC and to state regulation and supervision by the DFI. The Bank's deposit accounts are insured by DIF, which is administered by the FDIC. The Bank is not a member of the Federal Reserve System.

29

Both federal and Indiana law extensively regulate various aspects of the banking business such as reserve requirements, truth-in-lending and truth-in-savings disclosures, equal credit opportunity, fair credit reporting, trading in securities and other aspects of banking operations. Current federal law also requires savings banks, among other things, to make deposited funds available within specified time periods.

Under FDICIA, insured state chartered banks are prohibited from engaging as principal in activities that are not permitted for national banks, unless: (i) the FDIC determines that the activity would pose no significant risk to the appropriate deposit insurance fund, and (ii) the bank is, and continues to be, in compliance with all applicable capital standards.

Branches and Acquisitions. Branching by the Bank requires the approval of the Federal Reserve and the DFI. Under current law, Indiana chartered banks may establish branches throughout the state and in other states, subject to certain limitations. Congress authorized interstate branching, with certain limitations, beginning in 1997. Indiana law authorizes an Indiana bank to establish one or more branches in states other than Indiana through interstate merger transactions and to establish one or more interstate branches through de novo branching or the acquisition of a branch. The Dodd-Frank Act permits the establishment of de novo branches in states where such branches could be opened by a state bank chartered by that state. The consent of the state is no longer required.

Transactions with Affiliates. Under Indiana law, the Bank is subject to Sections 22(h), 23A and 23B of the Federal Reserve Act, which restrict financial transactions between banks and affiliated companies, such as the Bancorp. The statute limits credit transactions between a bank and its executive officers and its affiliates, prescribes terms and conditions for bank affiliate transactions deemed to be consistent with safe and sound banking practices, and restricts the types of collateral security permitted in connection with a bank's extension of credit to an affiliate.

Capital Requirements. The FRB and the FDIC have issued substantially similar risk-based and leverage capital guidelines that are applicable to the Bancorp and the Bank. These guidelines require a minimum ratio of total capital to risk-weighted assets (including certain off-balance sheet activities such as standby letters of credit) of 8%. At least half of the total required capital must be "Tier 1 capital," consisting principally of common stockholders' equity, noncumulative perpetual preferred stock, a limited amount of cumulative perpetual preferred stock and minority interests in the equity accounts of consolidated subsidiaries, less certain goodwill items. The remainder ("Tier 2 capital") may consist of a limited amount of subordinated debt and intermediate-term preferred stock, certain hybrid capital instruments and other debt securities, cumulative perpetual preferred stock, and a limited amount of the allowance for loan losses.

In addition to the risk-based capital guidelines, the Bancorp and the Bank are subject to a Tier 1 (leverage) capital ratio which requires a minimum level of Tier 1 capital to adjusted average assets of 3% in the case of financial institutions that have the highest regulatory examination ratings and are not contemplating significant growth or expansion. All other institutions are expected to maintain a ratio of at least 1% to 2% above the stated minimum.

30

The Dodd-Frank Act requires the FRB to set minimum capital levels for bank holding companies that are as stringent as those required for insured depository subsidiaries; provided, however, that bank holding companies with less than $500 million in assets are exempt from these capital requirements. The legislation also established a floor for capital of insured depository institutions that cannot be lower than the standards in effect today, and directs the federal banking regulators to implement new leverage and capital requirements within 18 months that take into account off-balance sheet activities and risks, including risks related to securitized products and derivatives.

FDICIA requires, among other things, federal bank regulatory authorities to take "prompt corrective action" with respect to banks that do not meet minimum capital requirements. The FDIC has adopted regulations to implement the prompt corrective action provisions of FDICIA, which, among other things, define the relevant capital measures for five capital categories. An institution is deemed to be "well capitalized" if it has a total risk-based capital ratio of 10% or greater, a Tier 1 risk-based capital ratio of 6% or greater, and a leverage ratio of 5% or greater, and is not subject to a regulatory order, agreement or directive to meet and maintain a specific capital level for any capital measure.

The following table shows that, at December 31, 2012, the Bancorp’s capital exceeded all regulatory capital requirements. At December 31, 2012, the Bancorp’s and the Bank’s regulatory capital ratios were substantially the same. At December 31, 2012, the Bancorp and the Bank were categorized as well capitalized. The dollar amounts are stated in millions.

|  |  |  |  |  |  |  | Required for |  |  | To be well |
|  | Actual |  |  | adequate capital |  |  | capitalized |
|  | Amount |  |  | Ratio |  |  | Amount |  |  | Ratio |  |  | Amount |  |  | Ratio |
Total capital to risk weighted assets |  | $ | 70.1 |  |  |  | 14.6 | % |  | $ | 38.3 |  |  |  | 8.0 | % |  | $ | 47.9 |  |  |  | 10.0 | %
Tier 1 capital to risk weighted assets |  | $ | 64.1 |  |  |  | 13.4 | % |  | $ | 19.1 |  |  |  | 4.0 | % |  | $ | 28.7 |  |  |  | 6.0 | %
Tier 1 capital to adjusted average assets |  | $ | 64.1 |  |  |  | 9.4 | % |  | $ | 20.5 |  |  |  | 3.0 | % |  | $ | 34.2 |  |  |  | 5.0 | %

Banking regulators may change these requirements from time to time, depending on the economic outlook generally and the outlook for the banking industry. The Bancorp is unable to predict whether and when higher capital requirements would be imposed and, if so, to what levels and on what schedule.

Dividend Limitations. The Bancorp is a legal entity separate and distinct from the Bank. The primary source of the Bancorp’s cash flow, including cash flow to pay dividends on the Bancorp’s Common Stock, is the payment of dividends to the Bancorp by the Bank. Under Indiana law, the Bank may pay dividends of so much of its undivided profits (generally, earnings less losses, bad debts, taxes and other operating expenses) as is considered expedient by the Bank’s Board of Directors. However, the Bank must obtain the approval of the DFI for the payment of a dividend if the total of all dividends declared by the Bank during the current year, including the proposed dividend, would exceed the sum of retained net income for the year to date plus its retained net income for the previous two years. For this purpose, “retained net income” means net income as calculated for call report purposes, less all dividends declared for the applicable period.

31

The FDIC has the authority to prohibit the Bank from paying dividends if, in its opinion, the payment of dividends would constitute an unsafe or unsound practice in light of the financial condition of the Bank. In addition, under FRB supervisory policy, a bank holding company generally should not maintain its existing rate of cash dividends on common shares unless (i) the organization’s net income available to common shareholders over the past year has been sufficient to fully fund the dividends and (ii) the prospective rate of earnings retention appears consistent with the organization’s capital needs, assets, quality, and overall financial condition. The FRB issued a letter dated February 24, 2009, to bank holding companies providing that it expects banks holding companies to consult with it in advance of declaring dividends that could raise safety and soundness concerns (i.e., such as when the dividend is not supported by earnings or involves a material increase in the dividend rate) and in advance of repurchasing shares of common preferred stock.

Federal Deposit Insurance. Deposits in the Bank are insured by the Deposit Insurance Fund of the FDIC up to a maximum amount, which is generally $250,000 per depositor, subject to aggregation rules. There is no longer unlimited insurance coverage for noninterest-bearing transaction accounts, which expired on December 31, 2012. Deposits held in noninterest-bearing transaction accounts are now aggregated with interest-bearing deposits the owner may hold in the same ownership category, and the combined insured up to at least $250,000. The Bank is subject to deposit insurance assessments by the FDIC pursuant to its regulations establishing a risk-related deposit insurance assessment system, based on the institution’s capital levels and risk profile. Under the FDIC’s risk-based assessment system, insured institutions are assigned to one of four risk-weighted categories based on supervisory evaluations, regulatory capital levels, and certain other factors with less risky institutions paying lower assessments. An institution’s initial assessment rate depends upon the category to which it is assigned. There are also adjustments to a bank’s initial assessment rates based on levels of long-term unsecured debt, secured liabilities in excess of 25% of domestic deposits and, for certain institutions, brokered deposit levels. Under the rules in effect through March 31, 2011, initial assessments ranged from 12 to 45 basis points of assessable deposits. However, pursuant to FDIC rules adopted under the Dodd-Frank Act (described below), effective April 1, 2011, initial assessments ranged from 5 to 35 basis points of the institution’s total assets minus its tangible equity. The Bank paid deposit insurance assessments of $571 thousand during the year ended December 31, 2012. For 2012, the deposit insurance assessment rate before applying one time credits was approximately 0.099% of insured deposits. No institution may pay a dividend if it is in default of the federal deposit insurance assessment.

The Bank is also subject to assessment for the Financing Corporation (FICO) to service the interest on its bond obligations. The amount assessed on individual institutions, including the Bank, by FICO is in addition to the amount paid for deposit insurance according to the risk-related assessment rate schedule. These assessments will continue until the FICO bonds are repaid between 2017 and 2019. During 2012, the FICO assessment rate ranged between 0.64 and 0.66 basis points for each $100 of insured deposits per quarter. The Bank paid interest payment assessments of $39 thousand during the year ended December 31, 2012. Future increases in deposit insurance premiums or changes in risk classification would increase the Bank’s deposit related costs.

32

On December 30, 2009, banks were required to pay the fourth quarter assessment and to prepay estimated insurance assessments for the years 2010 through 2012. The pre-payment did not affect the Bank’s earnings on that date. The Bank paid an aggregate of $3.7 million in premiums on December 30, 2009, $3.5 million of which constituted prepaid premiums.

Under the Dodd-Frank Act, the FDIC is authorized to set the reserve ratio for the Deposit Insurance Fund at no less than 1.35%, and must achieve the 1.35% designated reserve ratio by September 30, 2020. The FDIC must offset the effect of the increase in the minimum designated reserve ratio from 1.15% to 1.35% on insured depository institutions of less than $10 billion, and may declare dividends to depository institutions when the reserve ratio at the end of a calendar quarter is at least 1.5%, although the FDIC has the authority to suspend or limit such permitted dividend declarations. In December 2010, the FDIC adopted a final rule setting the designated reserve ratio for the deposit insurance fund at 2% of estimated insured deposits.

On October 19, 2010, the FDIC proposed a comprehensive long-range plan for Deposit Insurance Fund management with the goals of maintaining a positive fund balance, even during periods of large fund losses, and maintaining steady, predictable assessment rates throughout economic and credit cycles. The FDIC determined not to increase assessments in 2011 by 3 basis points, as previously proposed, but to keep the current rate schedule in effect. In addition, the FDIC proposed adopting a lower assessment rate schedule when the designated reserve ratio reaches 1.15% so that the average rate over time should be about 8.5 basis points. In lieu of dividends, the FDIC proposed adopting lower rate schedules when the reserve ratio reaches 2% and 2.5%, so that the average rates will decline about 25 percent and 50 percent, respectively.

Under the Dodd-Frank Act, the assessment base for deposit insurance premiums changed from adjusted domestic deposits to average consolidated total assets minus average tangible equity. Tangible equity for this purpose means Tier 1 capital. Since this is a larger base than adjusted domestic deposits, assessment rates are expected to be lower. In February 2011, the FDIC approved a new rule effective April 1, 2011 (to be reflected in invoices for assessments due September 30, 2011), which implemented these changes. The new rule includes new rate schedules scaled to the increase in the assessment base, including schedules that will go into effect when the reserve ratio reaches 1.15%, 2%, and 2.5%. The FDIC staff projected that the new rate schedules would be approximately revenue neutral.

The schedule would reduce the initial base assessment rate in each of the four risk-based pricing categories.

| · | For small Risk category I banks, the rates would range from 5-9 basis points.

| · | The proposed rates for small institutions in Risk Categories II, III and IV would be 14, 23 and 35 basis points, respectively.

| · | For large institutions and large, highly complex institutions, the proposed rate schedule ranges from 5 to 35 basis points.

There are also adjustments made to the initial assessment rates based on long-term unsecured debt, depository institution debt, and brokered deposits. The FDIC also revised the assessment system for large depository institutions with over $10 billion in assets.

33

Due to the recent difficult economic conditions, the FDIC adopted an optional Temporary Liquidity Guarantee Program by which, for a fee, noninterest bearing transaction accounts would receive unlimited insurance coverage until June 30, 2010 (which was later extended to December 31, 2011) and, for a fee, certain senior unsecured debt issued by institutions and their holding companies between October 13, 2008 and October 31, 2009 would be guaranteed by the FDIC through December 31, 2012. [The Bank made the business decision to participate in the unlimited noninterest bearing transaction account coverage but elected not to participate in the unsecured debt guarantee program.] The assessments for unlimited noninterest bearing transaction account coverage where 15 basis points per $100 of insured deposits. The assessments for unsecured debt guarantee program coverage ranged from 50 to 100 basis points per annum per $100 of debt depending on the maturity of the debt.

The Dodd-Frank Act extended unlimited insurance on non-interest bearing accounts for no additional charges through December 31, 2012. Under this program, traditional non-interest demand deposit (or checking) accounts that allow for an unlimited number of transfers and withdrawals at any time, whether held for a business, individual, or other type of depositor, are covered. Later, Congress added Lawyers’ Trust Accounts (IOLTA) to this unlimited insurance protection through December 31, 2012.

The FDIC has the authority to increase insurance assessments. A significant increase in insurance premiums would likely have an adverse effect on the operating expenses and results of operations of the Bank. Management cannot predict what insurance assessment rates will be in the future.

The FDIC may terminate the deposit insurance of any insured depository institution if the FDIC determines, after a hearing, that the institution has engaged or is engaging in unsafe or unsound practices, is in an unsafe and unsound condition to continue operations or has violated any applicable law, regulation, order or any condition imposed in writing by, or written agreement with, the FDIC. The FDIC may also suspend deposit insurance temporarily during the hearing process for a permanent termination of insurance if the institution has no tangible capital.

Federal Home Loan Bank System. The Bank is a member of the Federal Home Loan Bank of Indianapolis, which is one of 12 regional Federal Home Loan Banks. Each Federal Home Loan Bank serves as a reserve or central bank for its members within its assigned region. It is funded primarily from funds deposited by member institutions and proceeds from the sale of consolidated obligations of the Federal Home Loan Bank system. It makes loans to members (i.e., advances) in accordance with policies and procedures established by the board of trustees of the Federal Home Loan Bank. As a member, the Bank is required to purchase and maintain stock in the Federal Home Loan Bank of Indianapolis in an amount equal to the greater of 1% of its aggregate unpaid residential mortgage loans, home purchase contracts or similar obligations at the beginning of each year or 5% of our outstanding advances from the Federal Home Loan Bank. At December 31, 2012, the Bank was in compliance with this requirement.

At December 31, 2012, the Bancorp owned $3.09 million of stock of the Federal Home Loan Bank of Indianapolis (“FHLBI”) and had outstanding borrowings of $33.0 million from the FHLBI. The FHLBI stock entitles the Bancorp to dividends from the FHLBI. The Bancorp recognized dividend income of approximately $104 thousand in 2012. At December 31, 2012, the Bancorp’s excess borrowing capacity from the FHLBI was $54.7 million. Generally, the loan terms from the FHLBI are better than the terms the Bancorp can receive from other sources making it cheaper to borrow money from the FHLBI.

34

Federal Reserve System. Under regulations of the FRB, the Bank is required to maintain reserves against its transaction accounts (primarily checking accounts) and non-personal money market deposit accounts. The effect of these reserve requirements is to increase the Bank’s cost of funds. The Bank is in compliance with its reserve requirements.

Community Reinvestment Act. Under the Community Reinvestment Act (“CRA”), the Bank has a continuing and affirmative obligation consistent with its safe and sound operation to help meet the credit needs of its entire community, including low and moderate income neighborhoods. The CRA does not establish specific lending requirements or programs for financial institutions nor does it limit an institution’s discretion to develop the types of products and services that it believes are best suited to its particular community, consistent with the CRA. The CRA requires the FDIC in connection with its examination of the Bank, to assess its record of meeting the credit needs of its community and to take that record into account in its evaluation of certain applications by the Bank. For example, the regulations specify that a bank’s CRA performance will be considered in its expansion (e.g., branching) proposals and may be the basis for approving, denying or conditioning the approval of an application. As of the date of its most recent regulatory examination, the Bank was rated “satisfactory” with respect to its CRA compliance.

Gramm-Leach-Bliley Act. Under the Gramm-Leach-Bliley Act ("Gramm-Leach"), bank holding companies are permitted to offer their customers virtually any type of financial service, including banking, securities underwriting, insurance (both agency and underwriting) and merchant banking. In order to engage in these new financial activities, a bank holding company must qualify and register with the FRB as a "financial holding company" by demonstrating that each of its bank subsidiaries is well capitalized, well managed and has at least a satisfactory rating under the CRA. The Bancorp has no current intention to elect to become a financial holding company under Gramm-Leach.

Gramm-Leach established a system of functional regulation, under which the federal banking agencies regulate the banking activities of financial holding companies, the U.S. Securities and Exchange Commission regulates their securities activities and state insurance regulators regulate their insurance activities.

Under Gramm-Leach, federal banking regulators adopted rules limiting the ability of banks and other financial institutions to disclose nonpublic information about consumers to nonaffiliated third parties. The rules require disclosure of privacy policies to consumers and, in some circumstances, allow consumers to prevent disclosure of certain personal information to nonaffiliated third parties. The privacy provisions of Gramm-Leach affect how consumer information is transmitted through diversified financial services companies and conveyed to outside vendors.

The Bancorp does not disclose any nonpublic information about any current or former customers to anyone except as permitted by law and subject to contractual confidentiality provisions which restrict the release and use of such information.

35

Consumer Financial Protection Bureau. The Dodd-Frank Act created a new, independent federal agency called the Consumer Financial Protection Bureau (“CFPB”), which is granted broad rulemaking, supervisory and enforcement powers under various federal consumer financial protection laws, including the Equal Credit Opportunity Act, Truth in Lending Act, Real Estate Settlement Procedures Act, Fair Credit Reporting Act, Fair Debt Collection Act, the Consumer Financial Privacy provisions of Gramm-Leach and certain other statutes. In July 2011, many of the consumer financial protection functions formerly assigned to the federal banking and other designated agencies transferred to the CFBP. The CFBP has a large budget and staff, and has the authority to implement regulations under federal consumer protection laws and enforce those laws against financial institutions. The CFPB will have examination and primary enforcement authority with respect to depository institutions with $10 billion or more in assets. Smaller institutions will be subject to rules promulgated by the CFPB but will continue to be examined and supervised by the federal banking regulators for consumer compliance purposes. The CFPB will have authority to prevent unfair, deceptive or abusive practice in connection with the offering of consumer financial products. Additionally, this bureau is authorized to collect fines and provide consumer restitution in the event of violations, engage in consumer financial education, track consumer complaints, request data, and promote the availability of financial services to underserved consumers and communities. Moreover, the Dodd-Frank Act authorizes the CFPB to establish certain minimum standards for the origination of residential mortgages including a determination of the borrower’s ability to repay. In addition, the Dodd-Frank Act will allow borrowers to raise certain defenses to foreclosure if they receive any loan other than a “qualified mortgage” as defined by the CFPB. The Dodd-Frank Act permits states to adopt consumer protection laws and standards that are more stringent than those adopted at the federal level and, in certain circumstances, permits state attorneys general to enforce compliance with both the state and federal laws and regulations. Federal preemption of state consumer protection law requirements, traditionally an attribute of the federal savings association charter, has also been modified by the Dodd-Frank Act and now requires a case-by-case determination of preemption by the Office of the Comptroller of the Currency and eliminates preemption for subsidiaries of a bank. Depending on the implementation of this revised federal preemption standard, the operations of the Bank could become subject to additional compliance burdens in the states in which it operates. There continues to be significant uncertainty as to how the CFPB actually will exercise its regulatory, supervisory, examination, and enforcement authority. However, the CFPB’s authority to change regulations adopted in the past by other regulators (i.e., regulations issued under the Truth in Lending Act, for example), or to rescind or ignore past regulatory guidance, could increase the Bancorp’s compliance costs and litigation exposure. In sum, depending on how the CFPB functions and its areas of focus, this bureau and the regulations it issues in the future may have a material impact on the Bancorp’s business.

Mortgage Reform and Anti-Predatory Lending. Title XIV of the Dodd-Frank Act, the Mortgage Reform and Anti-Predatory Lending Act, includes a series of amendments to the Truth In Lending Act with respect to mortgage loan origination standards affecting, among other things, originator compensation, minimum repayment standards and pre-payments. With respect to mortgage loan originator compensation, except in limited circumstances, an originator is prohibited from receiving compensation that varies based on the terms of the loan (other than the principal amount). The amendments to the Truth In Lending Act also prohibit a creditor from making a residential mortgage loan unless it determines, based on verified and documented information of the consumer’s financial resources, that the consumer has a reasonable ability to repay the loan. The amendments also prohibit certain pre-payment penalties and require creditors offering a consumer a mortgage loan with pre-payment penalty to offer the consumer the option of a mortgage loan without such a penalty. In addition, the Dodd-Frank Act expands the definition of a “high-cost mortgage” under the Truth In Lending Act, and imposes new requirements on high-cost mortgages and new disclosure, reporting and notice requirements for residential mortgage loans, as well as new requirements with respect to escrows and appraisal practices.

36

Interchange Fees for Debit Cards. Under the Dodd-Frank Act, interchange fees for debit card transactions must be reasonable and proportional to the issuer’s incremental cost incurred with respect to the transaction plus certain fraud related costs. Although institutions with total assets of less than $10 billion are exempt from this requirement, competitive pressures are likely to require smaller depository institutions to reduce fees with respect to these debit card transactions.

Federal Securities Law. The shares of Common Stock of the Bancorp have been registered with the SEC under the Securities Exchange Act (the “1934 Act”). The Bancorp is subject to the information, proxy solicitation, insider trading restrictions and other requirements of the 1934 Act and the rules of the SEC there under. If the Bancorp has fewer than 300 shareholders, it may deregister its shares under the 1934 Act and cease to be subject to the foregoing requirements.

Shares of Common Stock held by persons who are affiliates of the Bancorp may not be resold without registration unless sold in accordance with the resale restrictions of Rule 144 under the Securities Act of 1933. If the Bancorp meets the current public information requirements under Rule 144, each affiliate of the Bancorp who complies with the other conditions of Rule 144 (including those that require the affiliate’s sale to be aggregated with those of certain other persons) would be able to sell in the public market, without registration, a number of shares not to exceed, in any three-month period, the greater of (i) 1% of the outstanding shares of the Bancorp or (ii) the average weekly volume of trading in such shares during the preceding four calendar weeks.

Under the Dodd-Frank Act, beginning in 2013, the Bancorp will be required to provide its shareholders an opportunity to vote on the executive compensation payable to its named executive officers and on golden parachute payments in connection with mergers and acquisitions. These votes will be non-binding and advisory. Beginning in 2013, at least once every six years, the Bancorp must also permit shareholders to determine on an advisory basis whether such votes should be held every one, two, or three years.

37

Financial System Regulatory Reform. On July 21, 2011, President Obama signed into law the Dodd-Frank Act which significantly changed the regulation of financial institutions and the financial services industry. Many provisions of the Dodd-Frank Act went into effect on July 21, 2011. The Dodd-Frank Act includes provisions affecting large and small financial institutions alike, including several provisions that will profoundly affect how community banks, thrifts, and small bank and thrift holding companies, such as the Bancorp, will be regulated in the future. Among other things, the Dodd-Frank Act abolished the Office of Thrift Supervision and transferred its functions to the other federal banking agencies, relaxes rules regarding interstate banking, allows financial institutions to pay interest on business checking accounts, changes the scope of the federal deposit insurance coverage, and imposes new capital requirements on bank and thrift holding companies. The Dodd-Frank Act also established the CFPBas an independent entity within the Federal Reserve, which has the authority to promulgate consumer protection regulations applicable to all entities offering consumer financial services or products, including banks. Additionally, the Dodd-Frank Act includes a series of provisions covering mortgage loan origination standards affecting, among other things, originator compensation, minimum repayment standards, and pre-payments. The Dodd-Frank Act contains numerous other provisions affecting financial institutions of all types, many of which have an impact on the operating environment of the Bancorp in substantial and unpredictable ways. Consequently, the Dodd-Frank Act is likely to affect our cost of doing business, it may limit or expand our permissible activities, and it may affect the competitive balance within our industry and market areas. The nature and extent of future legislative and regulatory changes affecting financial institutions, including as a result of the Dodd-Frank Act, is very unpredictable at this time. The Bancorp’s management continues to actively monitor the implementation of the Dodd-Frank Act and the regulations promulgated there under and assess its probable impact on the business, financial condition, and results of operations of the Bancorp. However, the ultimate effect of the Dodd-Frank Act on the financial services industry in general, and the Bancorp in particular, continues to be uncertain at this time.

Other Future Legislation and Change in Regulations. Various other legislation, including proposals to expand or contract the powers of banking institutions and bank holding companies, is from time to time introduced. This legislation may change banking statutes and the operating environment of the Bancorp and the Bank in substantial and unpredictable ways. If enacted, such legislation could increase or decrease the cost of doing business, limit or expand permissible activities or affect the competitive balance among banks, savings associations, credit unions and other financial institutions. The Bancorp cannot accurately predict whether any of this potential legislation will ultimately be enacted, and, if enacted, the ultimate effect that it, or implementing regulations, would have upon the financial condition or results of operations of the Bancorp or the Bank.

Federal Taxation

For federal income tax purposes, the Bank reports its income and expenses on the accrual method of accounting. The Bancorp and the Bank file a consolidated federal income tax return for each fiscal year ending December 31. During 2008, the Bank’s 2006 federal income tax return was subject to an examination by the Internal Revenue Service. No improper tax positions were identified during the examination. In the last five years, the Bank’s federal income returns have not been subject to any other examination by a taxing authority.

State Taxation

The Bank is subject to Indiana’s Financial Institutions Tax (“FIT”), which is imposed at a flat rate of 8.5% on “adjusted gross income.” “Adjusted gross income,” for purposes of FIT, begins with taxable income as defined by Section 63 of the Code and, thus, incorporates federal tax law to the extent that it affects the computation of taxable income. Federal taxable income is then adjusted by several Indiana modifications. Other applicable state taxes include generally applicable sales and use taxes plus real and personal property taxes.

During 2010, the Bank’s state income tax returns were subject to an examination by the Indiana Department of Revenue for the years 2007, 2008, and 2009. No improper tax positions were identified during examination. In the last five years, the Bank’s state income returns have not been subject to any other examination by a taxing authority.

38

Accounting for Income Taxes

At December 31, 2012, the Bancorp’s consolidated total deferred tax assets were $5.3 million and the consolidated total deferred tax liabilities were $3.6 million, resulting in a consolidated net deferred tax asset of $1.7 million, net of a $474,000 valuation allowance. The valuation allowance of $474,000 was provided for the state net operating loss and state tax credit, as management does not believe these amounts will be fully utilized before statutory expiration.

39

| Item 1A. | Risk Factors

Not applicable.

| Item 1B. | Unresolved Staff Comments

Not applicable.

| Item 2. | Properties

The Bancorp maintains its corporate office at 9204 Columbia Avenue, Munster, Indiana, from which it oversees the operation of the Bank’s twelve banking locations. The Bancorp owns all of its office properties.

The following table sets forth additional information with respect to the Bank’s offices as of December 31, 2012. Net book value and total investment figures are for land, buildings, furniture and fixtures.

|  | Year |  |  |  |  |  | Approximate |  |  |  |
|  | facility |  |  | Net book |  |  | square |  |  | Total |
Office location |  | opened |  |  | value |  |  | footage |  |  | cost |
9204 Columbia Avenue |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
Munster, IN 46321-3517 |  |  | 1985 |  |  | $ | 737,867 |  |  |  | 11,640 |  |  | $ | 3,114,651 |
141 W. Lincoln Highway |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
Schererville, IN 46375-1851 |  |  | 1990 |  |  |  | 720,719 |  |  |  | 9,444 |  |  |  | 2,106,630 |
7120 Indianapolis Blvd. |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
Hammond, IN 46324-2221 |  |  | 1978 |  |  |  | 100,183 |  |  |  | 2,600 |  |  |  | 895,183 |
1300 Sheffield |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
Dyer, IN 46311-1548 |  |  | 1976 |  |  |  | 130,911 |  |  |  | 2,100 |  |  |  | 869,636 |
7915 Taft |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
Merrillville, IN 46410-5242 |  |  | 1968 |  |  |  | 73,689 |  |  |  | 2,750 |  |  |  | 784,969 |
8600 Broadway |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
Merrillville, IN 46410-7034 |  |  | 1996 |  |  |  | 1,106,151 |  |  |  | 4,400 |  |  |  | 2,381,550 |
4901 Indianapolis Blvd. |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
East Chicago, IN 46312-3604 |  |  | 1995 |  |  |  | 730,266 |  |  |  | 4,300 |  |  |  | 1,607,733 |
1501 Lake Park Avenue |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
Hobart, IN 46342-6637 |  |  | 2000 |  |  |  | 1,614,535 |  |  |  | 6,992 |  |  |  | 2,764,150 |
9204 Columbia Avenue |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
Corporate Center Building |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
Munster, IN 46321-3517 |  |  | 2003 |  |  |  | 5,405,464 |  |  |  | 36,685 |  |  |  | 11,704,698 |
855 Stillwater Parkway |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
Crown Point, IN 46307-5361 |  |  | 2007 |  |  |  | 1,762,565 |  |  |  | 3,945 |  |  |  | 2,452,128 |
1801 W. 25th Avenue |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
Gary, IN 46404-3546 |  |  | 2008 |  |  |  | 1,532,097 |  |  |  | 2,700 |  |  |  | 1,920,759 |
2905 Calumet Avenue |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
Valparaiso, IN 46383-2645 |  |  | 2009 |  |  |  | 1,996,102 |  |  |  | 2,790 |  |  |  | 2,304,533 |
9903 Wicker Avenue |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
Saint John, IN 46373-9402 |  |  | 2010 |  |  |  | 1,767,465 |  |  |  | 2,980 |  |  |  | 2,154,428 |

At December 31, 2012, the Bank had an investment totaling $340 thousand in one location, which has been acquired for future development. The Bank outsources its core processing activities to Fidelity National Information Services, Inc., or FIS (formerly Metavante) Corporation located in Brown Deer, Wisconsin. FIS provides real time services for loans, deposits, retail delivery systems, card solutions and electronic banking. Additionally, the Bank utilizes Accutech in Muncie, Indiana for its Wealth Management operations.

The net book value of the Bank’s property, premises and equipment totaled $17.7 million at December 31, 2012.

40

| Item 3. | Legal Proceedings

Not applicable

| Item 4. | Mine Safety Disclosures

Not applicable.

| Item 4.5 | Executive Officers of the Bancorp

Pursuant to General Instruction G(3) of Form 10-K, the following information is included as an unnumbered item in this Part I in lieu of being included in the Bancorp’s Proxy Statement for the 2013 Annual Meeting of Shareholders:

The executive officers of the Bancorp are as follows:

|  | Age at |  |
|  | December 31, |  |
|  | 2012 |  | Position
David A. Bochnowski |  | 67 |  | Chairman, Chief Executive Officer, and President
John J. Diederich |  | 60 |  | Executive Vice President
Robert T. Lowry |  | 51 |  | Executive Vice President, Chief Financial Officer and Treasurer
Leane E. Cerven |  | 54 |  | Senior Vice President, General Counsel Corporate Secretary

The following is a description of the principal occupation and employment of the executive officers of the Bancorp during at least the past five years:

David A. Bochnowski is Chairman, Chief Executive Officer, and President of the Bancorp and the Bank, and is accountable to the Board of Directors, customers, shareholders, employees and stakeholders for the operation of the company. He has been the Chief Executive Officer since 1981 and became the Chairman in 1995. He has been a director since 1977 and was the Bank’s legal counsel from 1977 to 1981. Mr. Bochnowski is a past Chairman of America’s Community Bankers (ACB), now known as the new American Bankers Association (ABA) a national bank trade association where he serves on the Government Relations Council and Task Force on Regulatory Relations. He is a member of the Security and Exchange Commission’s Advisory Committee on Small and Emerging Companies. He is a trustee and treasurer of the Munster Community Hospital, a director of the Community Healthcare System, a former chairman and current board member of the Legacy Foundation of Lake County, a Director of One Region, a trustee of the Purdue Technology Center Northwest Indiana, a trustee of Calumet College, and an advisory trustee for the Gary YWCA. He is a former Chairman of the Indiana Department of Financial Institutions; former Chairman of the Indiana League of Savings Institutions, now known as the Indiana Bankers Association; former director of the Federal Home Loan Bank of Indianapolis; and, a former member of the Federal Reserve Thrift Institutions Advisory Committee. Before joining the Bank, Mr. Bochnowski was an attorney, self-employed in private practice. He holds undergraduate and Juris Doctorate degrees from Georgetown University and a Masters Degree from Howard University. He served as an officer in the United States Army and is a Vietnam veteran.

41

John J. Diederich is Executive Vice President of the Bancorp and the Bank. Mr. Diederich has responsibility for coordinating the daily activities of retail banking and for the solicitation of new customers for the Bank’s commercial lending, wealth management, municipal, and retail areas. Prior to joining the Bank in 2009, Mr. Diederich spent 35 years with JP Morgan Chase where his most recent responsibilities were as Regional President in Northwest Indiana. Mr. Diederich is involved in many community service organizations including serving as past Chairman of the Board of the Northwest Indiana Forum, the Crisis Center, Inc., the Northwest Indiana Regional Development Company and the Northwest Indiana Boys and Girls Clubs. He has also been a Director of the Crown Point Community Foundation, the Valparaiso Family YMCA, and the Adult Education Alliance. Mr. Diederich is currently a trustee of the John W. Anderson Foundation, a Director of the Regional Development Company, and is on the Finance Committee for the Diocese of Gary. Mr. Diederich holds a B.S. Degree in Finance from St. Joseph’s College and a B.S. Degree in Accounting from Calumet College.

Robert T. Lowry is Executive Vice President, Chief Financial Officer and Treasurer of the Bancorp and the Bank. He is responsible for finance, accounting, and financial reporting activities. Mr. Lowry has been with the Bank since 1985 and has previously served as the Bank’s Assistant Controller, Internal Auditor and Controller. Mr. Lowry is a Certified Public Accountant (CPA) and a Chartered Global Management Accountant (CGMA). Mr. Lowry holds a Masters of Business Administration Degree from Indiana University and is a graduate of America’s Community Bankers National School of Banking. Mr. Lowry is an instructor for the American Bankers Association online banking courses. Mr. Lowry is currently serving on the board of the Food Bank of Northwest Indiana as board treasurer and chairman of the finance committee. He is a member of the American Institute of Certified Public Accountants, the Indiana CPA Society and the Financial Managers Society.

Leane E. Cerven is Senior Vice President, General Counsel, and Corporate Secretary of the Bancorp and the Bank. Ms. Cerven joined the Bancorp and the Bank in May of 2010. Prior to joining the Bancorp and Bank, she practiced law for sixteen years in Chicago, first as an Associate Attorney with Mayer, Brown & Platt where she practiced primarily in the banking area, which included transactions involving the Resolution Trust Corporation/FDIC, corporate, international, bankruptcy, and litigation practice areas, and then as Vice President and Legal Counsel for Bank One where she practiced primarily in the commercial finance area, including secured and unsecured transactions, mergers and acquisitions, workouts, purchase of assets out of bankruptcy, international and multicurrency transactions, syndications, ESOP financings, and capital regulations. She is licensed to practice law in Indiana and Illinois. Ms. Cerven holds a Juris Doctorate degree from Valparaiso University School of Law and a Bachelor of Arts degree from the University of Minnesota, Minneapolis. Ms. Cerven is actively involved in community service and serves on the Bioethics Committees for St. Catherine’s Hospital, East Chicago, and St. Mary’s Hospital, Hobart. She is a member of the Lake County Bar Association, the Indiana State Bar Association, the Chicago Bar Association, and the American Bar Association.

42

PART II

| Item 5. | Market for the Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities

The information contained under the caption "Market Information" in the 2012 Annual Report to Shareholders is incorporated herein by reference. Also see Item 12 of this Annual Report on Form 10-K.

| Item 6. | Selected Financial Data

The information contained in the table captioned "Selected Consolidated Financial Data" in the 2012 Annual Report to Shareholders is incorporated herein by reference.

| Item 7. | Management's Discussion and Analysis of Financial Condition and Results of Operations

The information contained in the section captioned "Management's Discussion and Analysis of Financial Condition and Results of Operations" in the 2012 Annual Report to Shareholders is incorporated herein by reference.

| Item 7A. | Quantitative and Qualitative Disclosures about Market Risk

Not applicable.

| Item 8. | Financial Statements

The financial statements contained in the 2012 Annual Report to Shareholders, which are listed under Item 15 herein, are incorporated herein by reference.

| Item 9. | Changes in and Disagreements with Accountants on Accounting and Financial Disclosure

There are no items reportable under this item.

| Item 9A. | Controls and Procedures

| (a) | Evaluation of Disclosure Controls and Procedures.

NorthWest Indiana Bancorp (the “Bancorp”) conducted an evaluation under the supervision and with the participation of management, including the Chief Executive Officer and Chief Financial Officer, of the effectiveness of the design and operation of the disclosure controls and procedures (as defined in Rule 13a-15(e) under the Exchange Act) as of December 31, 2012. Based upon that evaluation, the Chief Executive Officer and Chief Financial Officer determined that the disclosure controls and procedures were effective to ensure that material information required to be disclosed by the Bancorp in the reports that are filed or submitted under the Exchange Act is recorded, processed, summarized and reported as and when required. The consolidated financial statements were prepared in conformity with accounting principles generally accepted in the United States of America and include amounts based on management’s best estimates and judgments.

43

The Risk Management Committee of the Board of Directors meets regularly with the independent registered public accounting firm, Plante & Moran PLLC, and representatives of management to review accounting, financial reporting, internal control and audit matters, as well as the nature and extent of the audit effort. The Risk Management Committee is responsible for the engagement of the independent auditors. The independent auditors have free access to the Risk Management Committee.

| (b) | Report on Management’s Assessment of Internal Control Over Financial Reporting.

| (i) | Management’s Responsibility for Financial Statements

The Bancorp’s management is responsible for the integrity and objectivity of all information presented in this report including the financial statements contained in the Annual Report to shareholders which are incorporated by reference into Item 8 of this Form 10-K. Management believes the consolidated financial statements fairly reflect the form and substance of transactions and that the financial statements fairly represent the Bancorp’s financial position and results of operations for the periods and as of the dates stated therein.

| (ii) | Management’s Assessment of Internal Control Over Financial Reporting

The management of the Bancorp is responsible for establishing and maintaining adequate internal control over financial reporting for the Bancorp as defined in Rules 13a-15(f) and 15d-15(f) of the Exchange Act. This system is designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with accounting principles generally accepted in the United States of America.

The Bancorp’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 Bancorp; (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 Bancorp are being made only in accordance with authorizations of management and the directors of the Bancorp; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the Bancorp’s assets that could have a material effect on the financial statements.

Because of its inherent limitations, a system of internal control over financial reporting can provide only reasonable assurance and may not prevent or detect misstatements. Further, because of changes in conditions, effectiveness of internal controls over financial reporting may vary over time.

With the participation of the Bancorp’s Chief Executive Officer and Chief Financial Officer, management conducted an evaluation of the effectiveness of the system of internal control over financial reporting based on the framework in Internal Control-Integrated Framework, published by the Committee of Sponsoring Organizations of the Treadway Commission (COSO). Based on this evaluation, management determined that the Bancorp’s system of internal control over financial reporting was effective as of December 31, 2012.

44

| (c) | Evaluation of Changes in Internal Control Over Financial Reporting.

There were no changes in the Bancorp’s internal control over financial reporting in the fourth quarter of 2012 that have materially affected, or are reasonably likely to materially affect, the Bancorp’s internal control over financial reporting.

| Item 9B. | Other Information

There are no items reportable under this item.

45

PART III

Item 10. Directors, Executive Officers and Corporate Governance

The information contained under the sections captioned "Election of Directors,” “Corporate Governance - Board Committees,” "Security Ownership by Certain Beneficial Owners and Management,” “Section 16(a) Beneficial Ownership Reporting Compliance" and “Corporate Governance - Code of Ethics” in the Bancorp’s definitive Proxy Statement for the 2013 Annual Meeting of Shareholders is incorporated herein by reference. Information regarding the Bancorp’s executive officers is included under Item 4.5 captioned "Executive Officers of the Bancorp" at the end of Part I hereof and is incorporated herein by reference, in accordance with General Instruction G(3) to Form 10-K and Instruction 3 to Item 401(b) of Regulation S-K.

| Item 11. | Executive Compensation

The information contained under the section captioned “Executive Compensation" in the Bancorp’s definitive Proxy Statement for its 2013 Annual Meeting of Shareholders is incorporated herein by reference.

| Item 12. | Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters

The information contained within the Bancorp’s definitive Proxy Statement for the 2013 Annual Meeting of Shareholders, under the section captioned “Security Ownership by Certain Beneficial Owners and Management,” and the table providing information on the Bancorp’s director nominees and continuing directors in the section captioned “Election of Directors” is incorporated herein by reference.

Equity Compensation Plan Information

The following table provides certain information as of December 31, 2012 with respect to the Company’s existing equity compensation plans.

Plan Category |  | Number of securities to be issued upon exercise of outstanding options, warrants and rights (a) |  |  | Weighted-average exercise price of outstanding options, warrants and rights (b) |  |  | Number of securities remaining available for future issuance under equity compensation plans (excluding securities reflected in column a) (c) |
Equity compensation plans approved by security holders |  |  | 25,950 |  |  | $ | 27.06 |  |  |  | 240,450 |
Equity compensation plans not approved by security holders |  |  | 0 |  |  |  | 0 |  |  |  | 0 |
Total |  |  | 25,950 |  |  | $ | 27.06 |  |  |  | 240,450 |

46

| Item 13. | Certain Relationships and Related Transactions, and Director Independence

The information contained under the sections captioned “Transactions with Related Persons” and “Corporate Governance-Director Independence,” and the information contained in the “Summary Compensation Table for 2012” under the section captioned “Executive Compensation,” in the Bancorp’s definitive Proxy Statement for its 2013 Annual Meeting of Shareholders, is incorporated herein by reference.

| Item 14. | Principal Accountant Fees and Services

The information contained under the section captioned "Independent Registered Public Accounting Firm’s Services and Fees" in the Bancorp’s definitive Proxy Statement for its 2013 Annual Meeting of Shareholders, is incorporated herein by reference.

47

PART IV

Item 15. Exhibits and Financial Statement Schedules

| (a) (1) | Financial Statements:

The following financial statements of the Bancorp are incorporated herein by reference to the 2012 Annual Report to Shareholders, filed as Exhibit 13 to this report:

| (a) | Report of Independent Registered Public Accounting Firm

| (b) | Consolidated Balance Sheets, December 31, 2012 and 2011

| (c) | Consolidated Statements of Income for the years ended December 31, 2012 and 2011

| (d) | Consolidated Statements of Comprehensive Income for the years ended December 31, 2012 and 2011

| (e) | Consolidated Statements of Changes in Stockholders' Equity for the years ended December 31, 2012 and 2011

| (f) | Consolidated Statements of Cash Flows for the years ended December 31, 2012 and 2011

| (g) | Notes to Consolidated Financial Statements

All other financial statements, schedules and historical financial information have been omitted as the subject matter is not required, not present or not present in amounts sufficient to require submission.

| (3) | Exhibits:

Exhibit |  |
Number |  | Description
2. |  | Plan of Conversion of Peoples Bank, A Federal Savings Bank, dated December 18, 1993 (incorporated herein by reference to Exhibit A to the Bancorp’s Definitive Proxy Statement/Prospectus dated March 23, 1994, as filed pursuant to Rule 424(b) under the 1933 Act on March 28, 1994).
3.i. |  | Articles of Incorporation (incorporated herein by reference to Exhibit 3(i) to the Bancorp’s Registration Statement on Form S-4 filed March 3, 1994 (File No. 33-76038)).
3.ii. |  | By-Laws of NorthWest Indiana Bancorp (incorporated herein by reference to Exhibit 3.1 of the Bancorp’s Form 8-K dated August 3, 2009).
10.1. * |  | 1994 Stock Option and Incentive Plan (incorporated herein by reference to Exhibit A to the Bancorp’s Definitive Proxy Statement/Prospectus dated March 23, 1994, as filed pursuant to Rule 424(b) under the 1933 Act on March 28, 1994).
10.2. * |  | Amended and Restated Employment Agreement, dated December 29, 2008, between Peoples Bank SB, NorthWest Indiana Bancorp and David A. Bochnowski (incorporated herein by reference to Exhibit 10.1 of the Bancorp’s Form 8-K dated December 30, 2008).

48

10.3. * |  | Unqualified Deferred Compensation Plan for the Officers of Peoples Bank effective January 1, 2005.
10.4. * |  | Amended and Restated 2044 Stock Option and Incentive Plan (incorporated by reference to Exhibit 10.5 of the Bancorp’s Form 10-K for the year ended December 31, 2011).
10.5 * |  | Post 2004 Unfunded Deferred Compensation Plan for the Directors of Peoples Bank SB effective January 1, 2005.
10.6 * |  | Form of Incentive Stock Option Agreement (incorporated by reference to Exhibit 10.7 of the Bancorp’s Form 10-K for the year ended December 31, 2011).
10.7 * |  | Form of Non-Qualified Stock Option Agreement (incorporated by reference to Exhibit 10.7 of the Bancorp’s Form 10-K for the year ended December 31, 2011).
10.8 * |  | Form of Agreement for Restricted Stock (incorporated by reference to Exhibit 10.7 of the Bancorp’s Form 10-K for the year ended December 31, 2011).
13. |  | 2012 Annual Report to Shareholders.
21. |  | Subsidiaries of the Bancorp (incorporated herein by reference to Exhibit 21 to the Bancorp’s Annual Report on Form 10-K for the year ended December 31, 2006).
23.1 |  | Plante & Moran, PLLC - Consent of Independent Registered Public Accounting Firm.
31.1 |  | Rule 13a-14(a)/15d-14(a) Certification of Chief Executive Officer.
31.2 |  | Rule 13a-14(a)/15d-14(a) Certification of Chief Financial Officer.
32 |  | Section 1350 Certifications.
101 |  | The following materials from the Bancorp’s Form 10-K for the fiscal year ended December 31, 2012, formatted in an XBRL Interactive Data File: (i) Consolidated Balance Sheets; (ii) Consolidated Statements of Income; (iii) Consolidated Statements of Comprehensive Income; (iv) Consolidated Statements of Changes in Stockholders’ Equity; (v) Consolidated Statements if Cash Flows; and (vi) Notes to Consolidated Financial Statements, with detailed tagging of notes and financial statement schedules.**

* - The indicated exhibit is a management contract, compensatory plan or arrangement required to be filed by Item 601 of Regulation S-K.

** - Users of the XBRL-related information in Exhibit 101 of the Annual Report on Form 10-K are advised, in accordance with Regulation S-T Rule 406T, that this Interactive Data File is deemed not filed or as part of a registration statement for purposes of Sections 11 or 12 of the Securities Act of 1933, as amended, is deemed not filed for purposes of Section 18 of the Securities Exchange Ace of 1934, as amended, and otherwise is not subject to the liability under these sections. The financial information contained in the XBRL-related documents is unaudited and unreviewed.

49

SIGNATURES

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

| NORTHWEST INDIANA BANCORP
| By | /s/David A. Bochnowski
| David A. Bochnowski
| Chairman of the Board and
| Chief Executive Officer

Date: February 15, 2013

Pursuant to the requirements 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 February 15, 2013:

Signature |  | Title
Principal Executive Officer: |  |
/s/David A. Bochnowski |  | Chairman of the Board and
David A. Bochnowski |  | Chief Executive Officer
Principal Financial Officer and |  |
Principal Accounting Officer: |  |
/s/Robert T. Lowry |  | Executive Vice President,
Robert T. Lowry |  | Chief Financial Officer and Treasurer
The Board of Directors: |  |
/s/Frank J. Bochnowski |  | Director
Frank J. Bochnowski |  |
/s/Edward J. Furticella |  | Director
Edward J. Furticella |  |
/s/Joel Gorelick |  | Director
Joel Gorelick |  |
/s/Kenneth V. Krupinski |  | Director
Kenneth V. Krupinski |  |
/s/Stanley E. Mize |  | Director
Stanley E. Mize |  |
/s/Anthony M. Puntillo |  | Director
Anthony M. Puntillo |  |
/s/James L. Wieser |  | Director
James L. Wieser |  |
/s/Donald P. Fesko |  | Director
Donald P. Fesko |  |
/s/Amy W. Han |  | Director
Amy W. Han |  |

50

EXHIBIT INDEX

Exhibit | Description
10.3 | Unqualified Deferred Compensation Plan for the Officers of Peoples Bank effective January 1, 2005.
10.5 | Post 2004 Unfunded Deferred Compensation Plan for the Directors of Peoples Bank SB effective January 1, 2005.
13. | 2012 Annual Report to Shareholders.
23.1 | Plante & Moran, PLLC - Consent of Independent Registered Public Accounting Firm.
31.1 | Rule 13a-14(a)/15d-14(a) Certification of Chief Executive Officer.
31.2 | Rule 13a-14(a)/15d-14(a) Certification of Chief Financial Officer.
32 | Section 1350 Certifications.
101 | The following materials from the Bancorp’s Form 10-K for the fiscal year ended December 31, 2012, formatted in an XBRL Interactive Data File: (i) Consolidated Balance Sheets; (ii) Consolidated Statements of Income; (iii) Consolidated Statements of Comprehensive Income; (iv) Consolidated Statements of Changes in Stockholders’ Equity; (v) Consolidated Statements if Cash Flows; and (vi) Notes to Consolidated Financial Statements, with detailed tagging of notes and financial statement schedules.*

* - Users of the XBRL-related information in Exhibit 101 of the Annual Report on Form 10-K are advised, in accordance with Regulation S-T Rule 406T, that this Interactive Data File is deemed not filed or as part of a registration statement for purposes of Sections 11 or 12 of the Securities Act of 1933, as amended, is deemed not filed for purposes of Section 18 of the Securities Exchange Ace of 1934, as amended, and otherwise is not subject to the liability under these sections. The financial information contained in the XBRL-related documents is unaudited and unreviewed.

51