FIRST OTTAWA BANCSHARES, INC - Quarter Report: 2011 September (Form 10-Q)

fobs-10q_093011.htm

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

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

For the quarterly period ended September 30, 2011

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

For transition period from ____________ to ______________

Commission file number 005-57237

FIRST OTTAWA BANCSHARES, INC.

(Exact name of Registrant as specified in its charter)

Delaware		36-4331185
(State or other jurisdiction		(I.R.S. Employer Identification No.)
of incorporation or organization)

701 LaSalle Street
Ottawa, Illinois		61350
(Address of principal executive offices)		(ZIP Code)

(815) 434-0044

(Registrant’s telephone number,

including area code)

Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.

Yes x No o

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 during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).

Yes x No o

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 o

Accelerated filer o

Non-accelerated filer o

Smaller reporting company x

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

Yes o No x

Indicate the number of shares outstanding of each of the registrant’s classes of common stock as of the latest practicable date: As of November 14, 2011, the registrant had outstanding 645,988 shares of common stock, $1.00 par value per share.

FIRST OTTAWA BANCSHARES, INC.

Form 10-Q Quarterly Report

Table of Contents

PART I

Item 1.	Condensed Consolidated Financial Statements	3
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	26
Item 3.	Quantitative and Qualitative Disclosures about Market Risk	36
Item 4.	Controls and Procedures	37

PART II

Item 1.	Legal Proceedings	38
Item 1.A.	Risk Factors	38
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	38
Item 3.	Defaults Upon Senior Securities	38
Item 4.	[Removed and Reserved]	38
Item 5.	Other Information	38
Item 6.	Exhibits	38
	Signatures	40

FIRST OTTAWA BANCSHARES, INC. AND SUBSIDIARY

CONDENSED CONSOLIDATED BALANCE SHEETS

(In thousands, except share and per share data)

(Unaudited)

	September 30,			December 31,
	2011			2010
ASSETS
Cash and due from banks	$	32,033		$	17,087
Interest-bearing time deposits in financial institutions		54,022			54,837
Securities available for sale		40,458			50,749
Loans held for sale		513			895
Loans, net of allowance for loan losses of $2,928 and $3,363, respectively		134,075			137,417
Premises and equipment, net		7,520			7,771
Goodwill		2,446			2,446
Core deposit intangible, net		251			361
Other real estate owned, net		3,166			3,005
Cash surrender value of life insurance		3,826			3,679
Accrued interest receivable and other assets		7,265			7,548

Total assets	$	285,575		$	285,795

LIABILITIES AND SHAREHOLDERS’ EQUITY
Liabilities
Deposits
Noninterest-bearing demand	$	37,691		$	36,206
Interest-bearing demand		97,914			101,890
Money market savings		22,691			19,147
Savings		32,290			26,559
Certificates and other time deposits of $100,000 or more		27,950			31,523
Other certificates and time deposits		40,247			43,270
Total deposits		258,783			258,595

Borrowings		—			2,000
Other liabilities		2,127			2,233
Total liabilities		260,910			262,828

Commitments and contingencies

Shareholders’ equity
Preferred stock, $1 par value authorized and unissued – 20,000 shares		—			—
Common stock - $1 par value, 1,000,000 shares authorized and 753,734 issued		754			754
Additional paid-in capital		4,815			4,736
Retained earnings		25,250			24,253
Treasury stock, at cost - 107,746 shares		(6,299	)		(6,299	)
Accumulated other comprehensive income (loss)		145			(477	)
Total shareholders’ equity		24,665			22,967

Total liabilities and shareholders’ equity	$	285,575		$	285,795

See accompanying notes to condensed consolidated financial statements.

FIRST OTTAWA BANCSHARES, INC. AND SUBSIDIARY

CONDENSED CONSOLIDATED STATEMENTS OF INCOME

(In thousands, except share and per share data)

(Unaudited)

	Three Months Ended					Nine Months Ended
	September 30,					September 30,
	2011			2010		2011		2010
Interest income
Loans, including fees	$	2,081		$	2,217	$	6,254	$	6,599
Securities available for sale
Taxable		203			163		648		541
Exempt from federal income tax		119			156		341		537
Interest-bearing deposits with financial institutions		240			280		743		771
Other		16			20		32		35
Total interest and dividend income		2,659			2,836		8,018		8,483

Interest expense
Interest-bearing demand deposits		19			50		69		148
Money market savings accounts		5			11		17		39
Savings deposits		9			12		25		41
Time deposits		353			469		1,118		1,471
Borrowings		—			16		5		53
Total interest expense		386			558		1,234		1,752

NET INTEREST INCOME		2,273			2,278		6,784		6,731
Provision for loan losses		(240	)		270		160		810

NET INTEREST INCOME AFTER PROVISION FOR LOAN LOSSES		2,513			2,008		6,624		5,921

Noninterest income
Service fees		171			181		478		558
Trust and farm management fees		192			135		462		405
Mortgage servicing income, net		76			174		193		301
Net realized gains on available for sale securities		280			263		272		341
Other		202			142		540		519
Total noninterest income		921			895		1,945		2,124

Noninterest expense
Salaries and employee benefits		1,213			1,188		3,573		3,508
Occupancy and equipment		324			400		935		1,010
Data processing		116			121		388		373
Insurance		111			176		388		524
Professional fees		151			123		417		399
Amortization of core deposit intangible		37			37		110		110
Other real estate owned, net		172			127		749		320
Other		232			198		688		812
Total noninterest expense		2,356			2,370		7,248		7,056

INCOME BEFORE INCOME TAXES		1,078			533		1,321		989

Income tax expense		371			136		324		146

NET INCOME	$	707		$	397	$	997	$	843

Earnings per share-basic	$	1.09		$	0.62	$	1.54	$	1.30
Earnings per share-diluted	$	1.09		$	0.61	$	1.54	$	1.30
Dividends per share	$	0.00		$	0.54	$	0.00	$	0.54

See accompanying notes to condensed consolidated financial statements.

FIRST OTTAWA BANCSHARES, INC. AND SUBSIDIARY

CONDENSED CONSOLIDATED STATEMENTS OF SHAREHOLDERS’ EQUITY

Nine Months ended September 30, 2011 and 2010

(In thousands, except per share data)

(Unaudited)

											Accumulated			Total
			Additional								Other			Share-
	Common		Paid-In		Retained			Treasury			Comprehensive			holders’
	Stock		Capital		Earnings			Stock			Income (Loss)			Equity

Balance at January 1, 2011	$	754	$	4,736	$	24,253		$	(6,299	)	$	(477	)	$	22,967

Net income		—		—		997			—			—			997

Net gain relating to benefit obligation		—		—		—			—			110			110

Unrealized net gain on securities available for sale, net of reclassifications and tax effects		—		—		—			—			512			512

Comprehensive income															1,619

Stock options vested		—		79		—			—			—			79

Balance at September 30, 2011	$	754	$	4,815	$	25,250		$	(6,299	)	$	145		$	24,665

Balance at January 1, 2010	$	754	$	4,603	$	26,871		$	(6,299	)	$	49		$	25,978

Net income		—		—		843			—			—			843

Unrealized net loss on securities available for sale, net of reclassifications and tax effects		—		—		—			—			(37	)		(37	)

Comprehensive income															806

Cash dividends declared		—		—		(349	)		—			—			(349	)
($.54 per share)

Stock options vested		—		97		—			—			—			97

Balance at September 30, 2010	$	754	$	4,700	$	27,365		$	(6,299	)	$	12		$	26,532

See accompanying notes to condensed consolidated financial statements.

FIRST OTTAWA BANCSHARES, INC. AND SUBSIDIARY

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

Nine Months ended September 30, 2011 and 2010

(In thousands)

(Unaudited)

	2011			2010
CASH FLOWS FROM OPERATING ACTIVITIES
Net income	$	997		$	843
Items not requiring (providing) cash
Provision for loan losses		160			810
Depreciation and amortization		427			495
Premium amortization on securities, net		382			276
Derivative valuation adjustment		—			3
Loans originated for sale		(9,731	)		(17,425	)
Proceeds from the sale of loans		10,351			17,223
Gains on sales of loans held for sale		(238	)		(427	)
Gains on sales of securities, net		(272	)		(341	)
Writedowns and loss on sales of other real estate owned		567			—
Stock options vested		79			97
Change in interest receivable and other assets		(130	)		34
Change in interest payable and other liabilities		172			54
Net cash provided by operating activities		2,764			1,642

CASH FLOWS FROM INVESTING ACTIVITIES
Proceeds from sales of securities available for sale		11,518			15,107
Proceeds from maturities, calls, and paydowns of securities available for sale		9,741			25,463
Purchases of securities available for sale		(10,300	)		(27,796	)
Proceeds from maturities of interest-bearing time deposits		18,256			12,652
Purchases of interest-bearing time deposits		(17,441	)		(30,149	)
Net change in loans receivable		1,553			6,626
Proceeds from sales of other real estate owned		901			1,240
Net purchases of premises and equipment		(66	)		(739	)
Net cash provided by investing activities		14,162			2,404

CASH FLOWS FROM FINANCING ACTIVITIES
Net change in deposits		188			39,370
Repayment of borrowings		(2,000	)		(2,000	)
Dividends paid		(168	)		(750	)
Net cash provided by (used in) financing activities		(1,980	)		36,620

Net change in cash and cash equivalents		14,946			40,666

Cash and cash equivalents at beginning of period		17,087			17,921

CASH AND CASH EQUIVALENTS AT END OF PERIOD	$	32,033		$	58,587

See accompanying notes to condensed consolidated financial statements.

FIRST OTTAWA BANCSHARES, INC. AND SUBSIDIARY
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Table dollars in thousands)

September 30, 2011 and 2010

NOTE 1 – BASIS OF PRESENTATION

The accounting policies followed in the preparation of the interim condensed consolidated financial statements are consistent with those used in the preparation of annual consolidated financial statements. The interim condensed consolidated financial statements reflect all normal and recurring adjustments, which are necessary, in the opinion of management, for a fair statement of results for the interim periods presented. Results for the three and nine months ended September 30, 2011 are not necessarily indicative of the results that may be expected for the year ended December 31, 2011.

The accompanying unaudited condensed consolidated financial statements of First Ottawa Bancshares, Inc. (the “Company”) have been prepared in accordance with accounting principles generally accepted in the United States of America for the interim financial period and with the instructions to Form 10-Q. Accordingly, they do not include all the information and footnotes required by generally accepted accounting principles for complete financial statements. These condensed consolidated financial statements should be read in conjunction with the consolidated financial statements and notes included in the Company’s annual report on Form 10-K for 2010 filed with the Securities and Exchange Commission. The condensed consolidated balance sheet of the Company as of December 31, 2010 has been derived from the audited consolidated balance sheet as of that date.

The Company’s wholly-owned subsidiary, The First National Bank of Ottawa (the “Bank”), operates as a full service community bank. First Ottawa Financial Corporation, a wholly owned subsidiary of the Bank, sells insurance and investment products.

NOTE 2 – EARNINGS PER SHARE

The number of shares used to compute basic and diluted earnings per share were as follows:

	Three Months Ended				Nine Months Ended
	September 30,				September 30,
	2011		2010		2011		2010

Net income (in thousands)	$	707	$	397	$	997	$	843
Weighted average shares outstanding		645,988		645,988		645,988		645,988
Effect of dilutive securities:
Stock options		—		13		—		1,162
Shares used to compute diluted earnings per share		645,988		646,001		645,988		647,150

Earnings per share (not stated in thousands):

	Three Months Ended				Nine Months Ended
	September 30,				September 30,
	2011		2010		2011		2010

Basic	$	1.09	$	0.62	$	1.54	$	1.30
Diluted		1.09		0.61		1.54		1.30

A total of 74,440 and 70,874 options for the three month periods ended September 30, 2011 and 2010, respectively, are not included in the above calculations as they are non-dilutive.

FIRST OTTAWA BANCSHARES, INC. AND SUBSIDIARY

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Table dollars in thousands)

September 30, 2011 and 2010

NOTE 3 – CAPITAL RATIOS

At the dates indicated, capital ratios for the Company and the Bank were:

									To Be Well
									Capitalized
					Minimum				Under Prompt
					Capital				Corrective
	Actual				Requirement				Action Provisions
As of September 30, 2011	Amount		Ratio		Amount		Ratio		Amount		Ratio
	(Amounts in Thousands)
Total capital to risk weighted assets:
Consolidated	$	23,459	15.3	%	$	12,282	8.0	%		N/A	N/A
First National Bank of Ottawa		23,338	15.2			12,274	8.0		$	15,342	10.0	%

Tier I capital to risk weighted assets:
Consolidated	$	21,525	14.0	%	$	6,141	4.0	%		N/A	N/A
First National Bank of Ottawa		21,404	14.0			6,137	4.0		$	9,205	6.0	%

Tier I capital to average assets:
Consolidated	$	21,525	7.4	%	$	11,720	4.0	%		N/A	N/A
First National Bank of Ottawa		21,404	7.3			11,716	4.0		$	14,645	5.0	%

									To Be Well
									Capitalized
					Minimum				Under Prompt
					Capital				Corrective
	Actual				Requirement				Action Provisions
As of December 31, 2010	Amount		Ratio		Amount		Ratio		Amount		Ratio
	(Amounts in Thousands)
Total capital to risk weighted assets:
Consolidated	$	22,269	12.7	%	$	14,054	8.0	%		N/A	N/A
First National Bank of Ottawa		22,048	12.6			14,001	8.0		$	17,502	10.0	%

Tier I capital to risk weighted assets:
Consolidated	$	20,067	11.4	%	$	7,027	4.0	%		N/A	N/A
First National Bank of Ottawa		19,846	11.3			7,001	4.0		$	10,501	6.0	%

Tier I capital to average assets:
Consolidated	$	20,067	6.6	%	$	12,176	4.0	%		N/A	N/A
First National Bank of Ottawa		19,846	6.5			12,171	4.0		$	15,214	5.0	%

FIRST OTTAWA BANCSHARES, INC. AND SUBSIDIARY

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Table dollars in thousands)

September 30, 2011 and 2010

NOTE 3 – CAPITAL RATIOS (Continued)

At the dates indicated, the Company and the Bank met the requirements to be categorized as “well capitalized” under general minimum regulatory requirements and management is not aware of any conditions or events since the dates indicated that would change the Company’s or Bank’s categories. In connection with the current economic environment and the Bank’s level of nonperforming assets, which is higher than historical levels, the Bank’s Board of Directors has resolved to maintain the Bank’s Tier 1 to average assets ratio at or above 7.25%. As of September 30, 2011, the Bank had a Tier 1 to average assets ratio of 7.31%, above the 7.25% level.

NOTE 4 – DERIVATIVE FINANCIAL INSTRUMENTS

Fair value hedges are intended to reduce the interest rate risk associated with the underlying hedged item. Fair value hedges are considered to be highly effective and any hedge ineffectiveness was deemed not material. The Company uses a fair value hedge to fix future cash flows for interest payments on some of its floating rate certificates of deposit. In this regard, the Company has entered into an interest rate swap with the Broker Dealer Financial Services Corporation (BDFS) to fix the interest rate on a specific certificate of deposit product. At September 30, 2011, the Company had $3.6 million of certificates of deposit, which mature in 2011 through 2016, on which it has prepaid BDFS for an interest rate swap and will receive an interest rate from BDFS based on the appreciation of the S&P 500 Index. This interest received from BDFS will be paid to the customer. The certificates of deposit have an embedded derivative which is a written call option. The assets and liabilities in this transaction are being netted in time deposits and the fair value adjustment recorded in other income.

NOTE 5 – SECURITIES AVAILABLE FOR SALE

	Amortized Cost		Gross Unrealized Gains		Gross Unrealized Losses			Fair Value
September 30, 2011
U. S. Treasuries	$	3,016	$	9	$	—		$	3,025
Federal agencies		9,467		91		(1	)		9,557
State and municipal		25,576		625		(113	)		26,088
Corporate obligations		1,440		23		—			1,463
Mortgage–backed securities and collateralized mortgage obligations		310		14		—			324
Marketable equity securities		5		—		(4	)		1

Total investment securities	$	39,814	$	762	$	(118	)	$	40,458

FIRST OTTAWA BANCSHARES, INC. AND SUBSIDIARY

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Table dollars in thousands)

September 30, 2011 and 2010

NOTE 5 – SECURITIES AVAILABLE FOR SALE (Continued)

	Amortized Cost		Gross Unrealized Gains		Gross Unrealized Losses			Fair Value
December 31, 2010
U. S. Treasuries	$	3,564	$	14	$	—		$	3,578
Federal agencies		25,693		174		(322	)		25,545
State and municipal		18,087		275		(394	)		17,968
Corporate obligations		1,807		24		—			1,831
Mortgage–backed securities and collateralized mortgage obligations		1,717		96		—			1,813
Marketable equity securities		15		2		(3	)		14

Total investment securities	$	50,833	$	585	$	(719	)	$	50,749

As of September 30, 2011 and December 31, 2010, the Company had approximately $20.1 million and $16.1 million respectively, invested in bonds issued by municipalities located within LaSalle County, Illinois.

Securities with an approximate carrying value of $29.1 million and $42.6 million were pledged at September 30, 2011 and December 31, 2010, respectively, to secure trust and public deposits, and for other purposes as required or permitted by law.

The amortized cost and fair value of contractual maturities of securities available for sale at September 30, 2011 were as follows. Securities not due at a single maturity date, primarily mortgage–backed and equity securities, are shown separately.

	Amortized Cost		Fair Value
Within one year	$	14,921	$	14,950
One to five years		16,202		16,440
Five to ten years		5,336		5,544
After ten years		3,040		3,199
		39,499		40,133
Mortgage–backed securities and collateralized mortgage obligations		310		324
Marketable equity securities		5		1

Totals	$	39,814	$	40,458

Information regarding realized gains and losses on sales of securities available for sale for the nine month period ended September 30, 2011 and 2010 follows:

	2011			2010
Gross gains	$	282		$	341
Gross losses		(10	)		—
Tax expense		92			116

10.

FIRST OTTAWA BANCSHARES, INC. AND SUBSIDIARY

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Table dollars in thousands)

September 30, 2011 and 2010

NOTE 5 – SECURITIES AVAILABLE FOR SALE (Continued)

Certain investments in debt and marketable equity securities are reported in the financial statements at an amount less than their historical cost. These declines primarily resulted from market interest rates being greater than the coupon rates on the individual bonds. Total fair value of these investments at September 30, 2011 and December 31, 2010 was $13.5 million and $20.5 million, respectively, which was approximately 33.4% and 40.4% of the Company’s available for sale investment portfolio at those dates.

Based on evaluation of available evidence, including recent changes in market interest rates, management believes the declines in fair value for these securities are temporary. Should the impairment of any of these securities become other-than-temporary, the cost basis of the investment will be reduced and the resulting loss recognized in net income in the period the other–than–temporary impairment is identified.

The following table shows our investments’ gross unrealized losses and fair value, aggregated by investment category and length of time that individual securities have been in a continuous unrealized loss position.

	Less than 12 Months					12 Months or More					Total
Description of Securities	Fair Value		Unrealized Losses			Fair Value		Unrealized Losses			Fair Value		Unrealized Losses
September 30, 2011
Federal agencies	$	1,031	$	(1	)	$	—	$	—		$	1,031	$	(1	)
State and municipal		12,143		(110	)		350		(3	)		12,493		(113	)
Marketable equity securities		—		—			1		(4	)		1		(4	)

Total temporarily impaired securities	$	13,174	$	(111	)	$	351	$	(7	)	$	13,524	$	(118	)

December 31, 2010
Federal agencies	$	14,189	$	(322	)	$	—	$	—		$	14,189	$	(322	)
State and municipal		6,018	$	(389	)		299	$	(5	)		6,317	$	(394	)
Marketable equity securities		2		(3	)		—		—			2		(3	)

Total temporarily impaired securities	$	20,209	$	(714	)	$	299	$	(5	)	$	20,508	$	(719	)

11.

FIRST OTTAWA BANCSHARES, INC. AND SUBSIDIARY

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Table dollars in thousands)

September 30, 2011 and 2010

NOTE 6 – LOANS AND THE ALLOWANCE FOR LOAN LOSSES

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

	2011		2010
Commercial:
Real estate	$	44,897	$	41,970
Non-real estate		17,063		28,336
Construction and land development		8,131		10,388
Agricultural		28,880		26,982
Residential		36,136		30,669
Consumer		1,896		2,435

Total	$	137,003	$	140,780

At September 30, 2011 and December 31, 2010, respectively, the Company held $44.9 million and $42.0 million in commercial real estate and $8.1 million and $10.4 million in loans collateralized by construction and land development real estate, predominantly in the northern Illinois geographic area. Due to national, state and local economic conditions, values for commercial and development real estate have declined, and the market for these properties is depressed.

12.

FIRST OTTAWA BANCSHARES, INC. AND SUBSIDIARY

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Table dollars in thousands)

September 30, 2011 and 2010

NOTE 6 – LOANS AND THE ALLOWANCE FOR LOAN LOSSES (Continued)

The following table presents the allowance for loan losses by portfolio segment as of September 30, 2011 and 2010.

	Commercial Real Estate			Commercial Non-Real Estate			Construction and Land Development			Agricultural			Residential			Consumer			Unallocated		Total

Allowance for	2011
loan losses:
Balances, January 1	$	1,515		$	577		$	633		$	79		$	497		$	31		$	31	$	3,363
Provision for losses		20			(80	)		81			21			(6	)		15			109		160
Recoveries on loans		—			46			—			—			34			8			—		88
Loans charged off		(96	)		(58	)		(260	)		—			(242	)		(27	)		—		(683	)
Balances, September 30	$	1,439		$	485		$	454		$	100		$	283		$	27		$	140	$	2,928

Allowance for	2010
loan losses:
Balances, January 1	$	906		$	553		$	380		$	83		$	310		$	32		$	70	$	2,334
Provision for losses		157			3			297			13			262			(11	)		89		810
Recoveries on loans		89			19			—			—			38			18			—		164
Loans charged off		(241	)		(91	)		(289	)		(18	)		(306	)		(8	)		—		(953	)
Balances, September 30	$	911		$	484		$	388		$	78		$	304		$	31		$	159	$	2,355

13.

FIRST OTTAWA BANCSHARES, INC. AND SUBSIDIARY

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Table dollars in thousands)

September 30, 2011 and 2010

NOTE 6 – LOANS AND THE ALLOWANCE FOR LOAN LOSSES (Continued)

The following table presents the recorded investment in loans and the related allowance for loan losses by portfolio segment and based on impairment method as of September 30, 2011.

	Commercial Real Estate		Commercial Non-Real Estate		Construction and Land Development		Agricultural		Residential		Consumer		Unallocated		Total

Total loans:
Individually evaluated for impairment	$	1,322	$	1,142	$	5,166	$	362	$	171	$	—			$	8,163
Collectively evaluated for impairment		43,575		15,921		2,965		28,518		35,965		1,896				128,840

Balances, September 30	$	44,897	$	17,063	$	8,131	$	28,880	$	36,136	$	1,896			$	137,003

Allowance for loan losses:
Individually evaluated for impairment	$	276	$	243	$	185	$	—	$	10	$	—	$	—	$	714
Collectively evaluated for impairment		1,163		242		269		100		273		27		140		2,114

Balances, September 30	$	1,439	$	485	$	454	$	100	$	283	$	27	$	140	$	2,928

14.

FIRST OTTAWA BANCSHARES, INC. AND SUBSIDIARY

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Table dollars in thousands)

September 30, 2011 and 2010

NOTE 6 – LOANS AND THE ALLOWANCE FOR LOAN LOSSES (Continued)

The following table presents the recorded investment in loans and the related allowance for loan losses by portfolio segment and based on impairment method as of December 31, 2010.

	Commercial Real Estate		Commercial Non-Real Estate		Construction and Land Development		Agricultural		Residential		Consumer		Unallocated		Total

Total loans:
Individually evaluated for impairment	$	2,147	$	2,111	$	4,003	$	359	$	286	$	—			$	8,906
Collectively evaluated for impairment		39,823		26,225		6,385		26,623		30,383		2,435				131,874

Balances, December 31	$	41,970	$	28,336	$	10,388	$	26,982	$	30,669	$	2,435			$	140,780

Allowance for loan losses:
Individually evaluated for impairment	$	48	$	4	$	377	$	—	$	97	$	—	$	—	$	526
Collectively evaluated for impairment		1,467		573		256		79		400		31		31		2,837

Balances, December 31	$	1,515	$	577	$	633	$	79	$	497	$	31	$	31	$	3,363

15.

FIRST OTTAWA BANCSHARES, INC. AND SUBSIDIARY

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Table dollars in thousands)

September 30, 2011 and 2010

NOTE 6 – LOANS AND THE ALLOWANCE FOR LOAN LOSSES (Continued)

The following table presents loans individually evaluated for impairment by class of loans as of September 30, 2011.

	Unpaid Principal Balance		Recorded Investment		Related Allowance		Average Recorded Investment		Interest Income Recognized

With an allowance recorded:
Commercial:
Real estate	$	1,322	$	1,322	$	276	$	1,330	$	—
Non-real estate		1,151		1,142		243		1,159		9
Construction and land development		4,396		4,277		185		4,277		126
Agricultural		—		—		—		—		—
Residential		11		11		10		11		—
Consumer		—		—		—		—		—
Total	$	6,880	$	6,752	$	714	$	6,777	$	135

With no related allowance:
Commercial:
Real estate	$	—	$	—	$	—	$	—	$	—
Non-real estate		—		—		—		—		—
Construction and land development		2,764		889		—		889		—
Agricultural		581		362		—		362		—
Residential		258		160		—		209		4
Consumer		—		—		—		—		—
Total	$	3,603	$	1,411	$	—	$	1,460	$	4

Total:
Commercial:
Real estate	$	1,322	$	1,322	$	276	$	1,330	$	—
Non-real estate		1,151		1,142		243		1,159		9
Construction and land development		7,160		5,166		185		5,166		126
Agricultural		581		362		—		362		—
Residential		269		171		10		220		4
Consumer		—		—		—		—		—
Total	$	10,483	$	8,163	$	714	$	8,237	$	139

16.

FIRST OTTAWA BANCSHARES, INC. AND SUBSIDIARY

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Table dollars in thousands)

September 30, 2011 and 2010

NOTE 6 – LOANS AND THE ALLOWANCE FOR LOAN LOSSES (Continued)

The following table presents loans individually evaluated for impairment by class of loans as of December 31, 2010.

	Unpaid Principal Balance		Recorded Investment		Related Allowance		Average Recorded Investment		Interest Income Recognized

With an allowance recorded:
Commercial:
Real estate	$	114	$	114	$	48	$	53	$	—
Non-real estate		1,905		1,905		4		404		2
Construction and land development		—		—		377		379		—
Agricultural		—		—		—		—		—
Residential		286		286		97		64		2
Consumer		—		—		—		—		—
Total	$	2,305	$	2,305	$	526	$	900	$	4

With no related allowance:
Commercial:
Real estate	$	3,631	$	2,033	$	—	$	1,278	$	6
Non-real estate		206		206		—		129		—
Construction and land development		6,032		4,003		—		3,321		—
Agricultural		579		359		—		72		—
Residential		—		—		—		65		—
Consumer		—		—		—		—		—
Total	$	10,448	$	6,601	$	—	$	4,865	$	6

Total:
Commercial:
Real estate	$	3,745	$	2,147	$	48	$	1,331	$	6
Non-real estate		2,111		2,111		4		533		2
Construction and land development		6,032		4,003		377		3,700		—
Agricultural		579		359		—		72		—
Residential		286		286		97		129		2
Consumer		—		—		—		—		—
Total	$	12,753	$	8,906	$	526	$	5,765	$	10

17.

FIRST OTTAWA BANCSHARES, INC. AND SUBSIDIARY

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Table dollars in thousands)

September 30, 2011 and 2010

NOTE 6 – LOANS AND THE ALLOWANCE FOR LOAN LOSSES (Continued)

The following table presents the recorded investment in loans by class based on current payment and accrual status as of September 30, 2011 and December 31, 2010:

	30-59 Days Past Due		60-89 Days Past Due		Greater than 90 Days		Total Past Due		Current		Total Loans		Loans Past Due Greater than 90 Days, Still Accruing		Loans on Nonaccrual

	September 30, 2011

Commercial:
Real estate	$	1,379	$	—	$	2,017	$	3,396	$	41,501	$	44,897	$	727	$	1,290
Non-real estate		168		111		1,066		1,345		15,718		17,063		9		1,057
Construction and land development		—		—		3,013		3,013		5,118		8,131		—		3,013
Agricultural		—		—		362		362		28,518		28,880		—		362
Residential		614		82		456		1,152		34,984		36,136		296		160
Consumer		57		—		1		58		1,838		1,896		1		—

Total	$	2,218	$	193	$	6,915	$	9,326	$	127,677	$	137,003	$	1,033	$	5,882

	December 31, 2010

Commercial:
Real estate	$	872	$	—	$	1,717	$	2,589	$	39,381	$	41,970	$	143	$	1,854
Non-real estate		248		—		2,058		2,306		26,030		28,336		—		2,107
Construction and land development		—		—		4,363		4,363		6,025		10,388		—		4,363
Agricultural		—		—		204		204		26,778		26,982		204		—
Residential		580		313		169		1,062		29,607		30,669		169		—
Consumer		5		—		—		5		2,430		2,435		—		—

Total	$	1,705	$	313	$	8,511	$	10,529	$	130,251	$	140,780	$	516	$	8,324

18.

FIRST OTTAWA BANCSHARES, INC. AND SUBSIDIARY

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Table dollars in thousands)

September 30, 2011 and 2010

NOTE 6 – LOANS AND THE ALLOWANCE FOR LOAN LOSSES (Continued)

The Company utilizes an internal asset classification system as a means of reporting loans based on credit quality as follows:

Excellent – Grade 1: Loans secured by liquid collateral or other cash equivalents or backed by the full faith and credit of the United States Government or an agency thereof.

Good – Grade 2: Loans to businesses with strong financial statements and at least three consecutive years of profits. Loans secured by publicly traded marketable securities where there is no impediment to liquidation.

Satisfactory – Grade 3: Loans supported by financial statements that indicate average risk. Loan has exhibited two or more years of satisfactory repayment with a reasonable reduction of principal.

Satisfactory/Monitored – Grade 4: Considered to be of acceptable credit quality so long as the loan is given the proper level of management supervision.

Special Mention – Grade 5: Loans that possess some credit deficiency or potential weakness that deserve close attention.

Substandard – Grade 6: Loans that possess a defined credit weakness. The likelihood that the loan will be paid from the primary source of repayment is uncertain.

Doubtful – Grade 7: Credit weaknesses make full collection of principal highly improbable. Primary source of repayment is gone and there is considerable doubt as to the quality of the secondary source of repayment.

Loss – Grade 8: Loans are considered uncollectible and of such little value that continuing to carry them as assets is not feasible.

The Company categorizes homogenous loans (residential and consumer) possessing similar risk and loss characteristics into performing or nonperforming categories based on relevant information about the ability of the borrowers to service their debt. Such ability is determined based on the borrower’s current payment status. Performing loans are less than 90 days past due on payments owed to the Company. Nonperforming loans are loans greater than or equal to 90 days past due and still accruing interest, loans on nonaccrual, and/or loans considered to be troubled debt restructurings that are not performing under the modified terms of the loan agreement. The following table presents total loans by class based on their assigned classifications determined by management as of September 30, 2011 and December 31, 2010.

19.

FIRST OTTAWA BANCSHARES, INC. AND SUBSIDIARY

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Table dollars in thousands)

September 30, 2011 and 2010

	Commercial Real Estate		Commercial Non-Real Estate		Construction and Land Development		Agricultural		Residential		Consumer		Total

	September 30, 2011

Satisfactory	$	5,597	$	1,006	$	121	$	1,798	$	—	$	—	$	8,522
Satisfactory/Monitored		33,644		12,368		1,571		26,720		—		—		74,303
Special Mention		2,287		2,155		1,273		—		—		—		5,715
Substandard		3,369		1,437		5,166		362		—		—		10,334
Doubtful		—		97		—		—		—		—		97
Performing		—		—		—		—		35,680		1,895		37,575
Nonperforming		—		—		—		—		456		1		457

Total	$	44,897	$	17,063	$	8,131	$	28,880	$	36,136	$	1,896	$	137,003

	December 31, 2010

Satisfactory	$	6,452	$	1,263	$	448	$	1,233	$	—	$	—	$	9,396
Satisfactory/Monitored		31,035		21,124		2,018		25,215		—		—		79,392
Special Mention		1,575		2,201		1,772		—		—		—		5,548
Substandard		2,908		3,371		6,150		534		—		—		12,963
Doubtful		—		377		—		—		—		—		377
Performing		—		—		—		—		30,500		2,435		32,935
Nonperforming		—		—		—		—		169		—		169

Total	$	41,970	$	28,336	$	10,388	$	26,982	$	30,669	$	2,435	$	140,780

Troubled Debt Restructurings

As of September 30, 2011 and December 31, 2010, the Company had one loan (residential) considered to be a troubled debt restructuring. The recorded investment outstanding pre-modification was $258,000, and was partially charged off to $160,000, as of September 30, 2011. This loan was not performing as of September 30, 2011, but was performing as of December 31, 2010.

20.

FIRST OTTAWA BANCSHARES, INC. AND SUBSIDIARY

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Table dollars in thousands)

September 30, 2011 and 2010

NOTE 7 – DISCLOSURES ABOUT FAIR VALUE OF ASSETS AND LIABILITIES

FASB Accounting Standards Codification (ASC) Topic 820 defines fair value as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. Topic 820 also establishes a fair value hierarchy which requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. The standard describes three levels of inputs that may be used to measure fair value:

	Level 1	Quoted prices in active markets for identical assets or liabilities

	Level 2	Observable inputs other than Level 1 prices, such as quoted prices for similar assets or liabilities; quoted prices in markets that are not active; or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities

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

Following is a description of the valuation methodologies used for instruments measured at fair value, as well as the general classification of such instruments pursuant to the valuation hierarchy.

Securities Available for Sale

Where quoted market prices are available in an active market, securities are classified within Level 1 of the valuation hierarchy. Level 1 securities include exchange traded equities. If quoted market prices are not available, then fair values are estimated by using pricing models, quoted prices of securities with similar characteristics or discounted cash flows. Level 2 securities include certain collateralized mortgage and debt obligations, government agency bonds and certain municipal securities, and corporate obligations. Third party vendors compile prices from various sources and may apply such techniques as matrix pricing to determine the value of identical or similar investment securities (Level 2). Matrix pricing is a mathematical technique widely used in the banking industry to value investment securities without relying exclusively on quoted prices for specific investment securities but rather relying on the investment securities’ relationship to other benchmark quoted investment securities. In certain cases where Level 1 or Level 2 inputs are not available, securities are classified within Level 3 of the hierarchy. The Company currently holds no Level 3 securities.

Interest Rate Swap Agreements

The fair value is estimated by a third party using inputs that are observable or that can be corroborated by observable market data (such as the S&P 500 index) and, therefore, are classified within Level 2 of the valuation hierarchy.

Impaired Loans

Loans for which it is probable that payment of interest and principal will not be made in accordance with the contractual terms of the loan agreement are considered impaired. Once a loan is identified as individually impaired, management measures impairment in accordance with GAAP. The fair value of impaired loans is estimated using one of several methods, including collateral value, market value of similar debt, enterprise value, liquidation value, and discounted cash flows. Those impaired loans not requiring an allowance represent loans for which the fair value of the expected repayments or collateral exceed the recorded investments in such loans. In accordance with GAAP, impaired loans where an allowance is established based on the fair value of collateral require classification in the fair value hierarchy. Collateral values are estimated using Level 3 inputs based on customized discounting criteria.

21.

FIRST OTTAWA BANCSHARES, INC. AND SUBSIDIARY

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Table dollars in thousands)

September 30, 2011 and 2010

NOTE 7 – DISCLOSURES ABOUT FAIR VALUE OF ASSETS AND LIABILITIES (Continued)

The following table presents the fair value measurements of assets and liabilities recognized in the accompanying balance sheet measured at fair value on a recurring and non-recurring basis and the level within the FASB ASC fair value hierarchy in which the fair value measurements fall at September 30, 2011:

				Fair Value Measurements Using
	Fair Value			Quoted Prices in Active Markets for Identical Assets (Level 1)		Significant Other Observable Inputs (Level 2)			Significant Unobservable Inputs (Level 3)
Recurring basis:
Assets:
Available for sale securities:
U.S. Treasuries	$	3,025		$	—	$	3,025		$	—
Federal agencies		9,557			—		9,557			—
State and municipals		26,088			—		26,088			—
Mortgage–backed securities and collateralized mortgage obligations		324			—		324			—
Corporate obligations		1,463			—		1,463			—
Equities		1			1		—			—
Interest rate swap agreements – customer CDs		1,045			—		1,045			—
Total assets		41,503			1		41,502			—

Liabilities:
Written call options- customer CDs		(1,045	)		—		(1,045	)		—

Nonrecurring basis:
Impaired loans		6,038			—		—			6,038

22.

FIRST OTTAWA BANCSHARES, INC. AND SUBSIDIARY

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Table dollars in thousands)

September 30, 2011 and 2010

NOTE 7 – DISCLOSURES ABOUT FAIR VALUE OF ASSETS AND LIABILITIES (Continued)

				Fair Value Measurements Using
	Fair Value			Quoted Prices in Active Markets for Identical Assets (Level 1)		Significant Other Observable Inputs (Level 2)			Significant Unobservable Inputs (Level 3)
Recurring basis:
Assets:
Available for sale securities:
U.S. Treasuries	$	3,578		$	—	$	3,578		$	—
Federal agencies		25,545			—		25,545			—
State and municipals		17,968			—		17,968			—
Mortgage–backed securities and collateralized mortgage obligations		1,813			—		1,813			—
Corporate obligations		1,831			—		1,831			—
Equities		14			14		—			—
Interest rate swap agreements – customer CDs		1,093			—		1,093			—
Total assets		51,842			14		51,828			—

Liabilities:
Written call options – customer CDs		(1,093	)		—		(1,093	)		—

Nonrecurring basis:
Impaired loans		1,779			—		—			1,779

Certain financial assets and financial liabilities are measured at fair value on a nonrecurring basis; that is, the instruments are not measured at fair value on an ongoing basis but are subject to fair value adjustments in certain circumstances (for example, when there is evidence of impairment). Financial assets and financial liabilities, excluding impaired loans, measured at fair value on a nonrecurring basis were not significant at September 30, 2011 and December 31, 2010.

Nonfinancial assets and nonfinancial liabilities measured at fair value on a recurring basis include other real estate owned (upon initial recognition or subsequent impairment) and reporting units measured at fair value in the first step of a goodwill impairment test. At September 30, 2011 and December 31, 2010, other real estate owned measured at fair value was $3.2 million and $3.0 million, respectively, using a combination of observable inputs, including recent appraisals and unobservable inputs based on customized discounting criteria. Due to the significance of the unobservable inputs, all other real estate owned values have been classified as Level 3. Goodwill was evaluated for impairment at December 31, 2010. No impairment was identified.

23.

FIRST OTTAWA BANCSHARES, INC. AND SUBSIDIARY
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Table dollars in thousands)

September 30, 2011 and 2010

NOTE 7 – DISCLOSURES ABOUT FAIR VALUE OF ASSETS AND LIABILITIES (Continued)

The following methods and assumptions were used to estimate fair values for financial instruments carried on the balance sheet at other than fair value. The carrying amount is considered to estimate fair value for cash and cash equivalents, deposits with no stated maturity such as demand, NOW, money market and savings deposits, accrued interest receivable and payable, and variable rate loans or deposits. The fair value of loans held for sale are based on quoted market prices. For interest-bearing time deposits, fixed rate loans and deposits, or borrowings, the fair value is estimated by discounted cash flow analysis using current market rates for the estimated life and credit risk. The carrying amount of life insurance approximates fair value as it reflects the policies’ cash surrender values. The fair value of off–balance–sheet items is based on the fees or cost that would currently be charged to enter into or terminate such agreements and is not material.

The carrying values and estimated fair values of the Company’s financial instruments as of September 30, 2011 and December 31, 2010 were as follows:

	September 30,				December 31,
	2011				2010
	Carrying Amount		Fair Value		Carrying Amount		Fair Value
Assets
Cash and due from banks	$	32,033	$	32,033	$	17,087	$	17,087
Interest-bearing time deposits in financial institutions		54,022		54,943		54,837		55,805
Securities available for sale		40,458		40,458		50,749		50,749
Loans held for sale		513		513		895		895
Loans, net		134,075		134,302		137,417		136,121
Cash surrender value of life insurance		3,826		3,826		3,679		3,679
Accrued interest receivable		1,829		1,829		1,397		1,397

Liabilities
Deposits with no stated maturities		190,586		190,586		183,802		183,802
Time deposits		68,197		69,304		74,793		76,499
Borrowings		—		—		2,000		2,005
Accrued interest payable		232		232		332		332

NOTE 8 – RECLASSIFICATIONS

Certain reclassifications have been made to the December 31, 2010 and September 30, 2010 condensed consolidated financial statements in order to conform to the September 30, 2011 condensed consolidated financial statement presentation. These reclassifications had no effect on net income.

NOTE 9 – SUBSEQUENT EVENTS

Subsequent events have been evaluated through November 14, 2011, which is the date the financial statements were issued.

24.

FIRST OTTAWA BANCSHARES, INC. AND SUBSIDIARY
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Table dollars in thousands)

September 30, 2011 and 2010

NOTE 10 – NEW ACCOUNTING PRONOUNCEMENTS

ASC Topic 310 “Receivables.” New authoritative accounting guidance under ASC Topic 310, “Receivables,” amended prior guidance to provide a greater level of disaggregated information about the credit quality of loans and leases and the Allowance for Loan and Lease Losses (the “allowance”). The new authoritative guidance also requires additional disclosures related to credit quality indicators, past due information, and information related to loans modified in a troubled debt restructuring. The new authoritative guidance amends only the disclosure requirements for loans and leases and the allowance. The Company adopted the period end disclosure provisions of the new authoritative guidance under ASC Topic 310 in the reporting period ending December 31, 2010. Adoption of the new guidance did not have a material impact on the Company’s financial position or results of operations. The Company adopted the disclosure provisions of the new authoritative guidance about activity that occurs during a reporting period on January 1, 2011; the adoption did not have a material impact on the Company’s financial position or results of operations. The disclosures related to loans modified in a troubled debt restructuring are effective for the reporting periods beginning on or after June 15, 2011; the adoption did not have a material impact on the Company’s financial position or results of operations.

ASC Topic 310 “Receivables,” Subtopic 310-40 “Troubled Debt Restructurings by Creditors.” New authoritative accounting guidance under Subtopic 310-40, “Receivables — Troubled Debt Restructurings by Creditors” amended prior guidance to provide assistance in determining whether a modification of the terms of a receivable meets the definition of a troubled debt restructuring. The new authoritative guidance provides clarification for evaluating whether a concession has been granted and whether a debtor is experiencing financial difficulties. The new authoritative guidance is effective for the reporting periods beginning on or after June 15, 2011 and will be applied retrospectively to restructurings occurring on or after the beginning of the fiscal year of adoption. Adoption of the new guidance did not have a material impact on the Company’s financial position or results of operations.

ASC Topic 220 “Comprehensive Income.” New authoritative accounting guidance under ASC Topic 220, “Comprehensive Income,” requires that all nonowner changes in stockholders’ equity be presented in either a single continuous statement of comprehensive income or in two separate but consecutive statements. Additionally, the guidance requires entities to present, on the face of the financial statements, reclassification adjustments for items that are reclassified from other comprehensive income to net income in the statement or statements where the components of net income and the components of other comprehensive income are presented. The option to present components of other comprehensive income as part of the statement of changes in stockholders’ equity was eliminated. The new authoritative guidance is effective for reporting periods beginning after December 15, 2011, and is not expected to have a material impact on the Company’s financial position or results of operations.

ASC Topic 350 “Intangibles - Goodwill and Other.” New authoritative accounting guidance under ASC Topic 350, “Intangibles - Goodwill and Other,” permits an entity the option to first assess qualitative factors to determine whether the existence of events or circumstances leads to a determination that it is more likely than not that the fair value of a reporting unit is less than its carrying amount. If, after assessing the totality of events or circumstances, an entity determines it is not more likely than not that the fair value of a reporting unit is less than its carrying amount, then performing the two-step impairment test is unnecessary. However, if an entity concludes otherwise, then it is required to perform the first step of the two-step impairment test by calculating the fair value of the reporting unit and comparing the fair value with the carrying amount of the reporting unit, as described in paragraph 350-20-35-4. If the carrying amount of a reporting unit exceeds its fair value, then the entity is required to perform the second step of the goodwill impairment test to measure the amount of the impairment loss, if any, as described in paragraph 350-20-35-9. Under the amendments in this Update, an entity has the option to bypass the qualitative assessment for any reporting unit in any period and proceed directly to performing the first step of the two-step goodwill impairment test. An entity may resume performing the qualitative assessment in any subsequent period. The new authoritative guidance is effective for reporting periods beginning after December 15, 2011, and is not expected to have a material impact on the Company’s financial position or results of operations. Early adoption is permitted.

25.

FIRST OTTAWA BANCSHARES, INC. AND SUBSIDIARY

MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION

AND RESULTS OF OPERATIONS

ITEM 2.

MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

The following discussion and analysis is intended as a review of significant factors affecting the financial condition and results of operations of the Company for the periods indicated. The discussion should be read in conjunction with the Condensed Consolidated Financial Statements and Notes. In addition to historical information, the following Management’s Discussion and Analysis of Financial Condition and Results of Operations contains forward-looking statements that involve risks and uncertainties. The Company’s actual results could differ significantly from those anticipated in these forward-looking statements as a result of certain factors discussed elsewhere in this report.

OVERVIEW

The Company is the holding company for the Bank. The Company is headquartered in Ottawa, Illinois and operates four offices in Ottawa, two branches in Streator, a branch in Yorkville, a branch in Morris, and a loan production office in Minooka, Illinois.

The Company’s principal business is conducted by the Bank which provides a full range of community-based financial services, including commercial and retail banking to its customers. The profitability of the Company’s operations depends primarily on its net interest income, provision for loan losses, noninterest income, and noninterest expenses. Net interest income is the difference between the income the Company receives on its loan and securities portfolios and its cost of funds, which consists of interest paid on deposits and borrowings. The provision for loan losses reflects the cost of credit risk in the Company’s loan portfolio. Noninterest income consists of service charges on deposit accounts, trust and farm management fee income, securities gains (losses), net mortgage servicing income, and other income. Noninterest expenses include salaries and employee benefits, as well as occupancy and equipment expenses and other expenses.

Net interest income is dependent on the amounts and yields of interest-earning assets as compared to the amounts of and rates on interest-bearing liabilities. Net interest income is sensitive to changes in market rates of interest and the Company’s asset/liability management procedures in coping with such changes. The provision for loan losses is dependent upon management’s assessment of the collectibility of the loan portfolio under current economic conditions.

The Company’s net income for the three months ended September 30, 2011, was $707,000, or $1.09 per common share, compared to net income of $397,000, or $.62 per common share for the three months ended September 30, 2010. The increase in net income was due primarily to an increase in net interest income after the provision for loan losses and a nominal increase in noninterest income, which was partially offset by an increase in income tax expense.

The Company’s assets at September 30, 2011 were $285.6 million compared to $285.8 million at December 31, 2010, a decrease of $220,000, or 0.1%.

26.

FIRST OTTAWA BANCSHARES, INC. AND SUBSIDIARY

MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION

AND RESULTS OF OPERATIONS

CRITICAL ACCOUNTING POLICIES

The accounting and reporting policies of the Company are in accordance with accounting principles generally accepted in the United States and conform to general practices within the banking industry. The Company’s significant accounting policies are described in detail in the notes to the Company’s consolidated financial statements for the year ended December 31, 2010. The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions. The Company’s financial position and results of operations can be affected by these estimates and assumptions and are integral to the understanding of reported results. Critical accounting policies are those policies that management believes are the most important to the portrayal of the Company’s financial condition and results, and they require management to make estimates that are difficult, subjective, or complex.

Allowance for Loan Losses: The allowance for loan losses is established as losses are estimated to have occurred through a provision for loan losses charged to income. Loan losses are charged against the allowance when management believes the uncollectibility of a loan balance is confirmed. Subsequent recoveries, if any, are credited to the allowance. Management estimates the allowance balance required based on past loan loss experience, known and inherent risks in the portfolio, information about specific borrower situations and estimated collateral values, economic conditions, and other factors. Allocations of the allowance may be made for specific loans, but the entire allowance is available for any loan that, in management’s judgment, should be charged off.

The allowance consists of specific, general, and unallocated components. The specific component relates to loans that are classified as either doubtful, substandard, or special mention. For such loans that are also classified as impaired, an allowance is established when the discounted cash flows (or collateral value or observable market price) of the impaired loan are lower than the carrying value of that loan. The general component covers nonclassified loans and is based on historical loss experience adjusted for qualitative factors. An unallocated component is maintained to cover uncertainties that could affect management’s estimate of probable losses. The unallocated component of the allowance reflects the margin of imprecision inherent in the underlying assumptions used in the methodologies for estimating specific and general losses in the portfolio.

A loan is considered impaired when, based on current information and events, it is probable that the Company will be unable to collect the scheduled payments of principal or interest when due according to the original contractual terms of the loan agreement. Factors considered by management in determining impairment include payment status, collateral value, and the probability of collecting scheduled principal and interest payments when due. Loans that experience insignificant payment delays and payment shortfalls generally are not classified as impaired. Management determines the significance of payment delays and payment shortfalls on a case-by-case basis, taking into consideration all of the circumstances surrounding the loan and the borrower, including the length of the delay, the reasons for the delay, the borrower’s prior payment record, and the amount of the shortfall in relation to the principal and interest

27.

FIRST OTTAWA BANCSHARES, INC. AND SUBSIDIARY

MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION

AND RESULTS OF OPERATIONS

owed. Impairment is measured on a loan by loan basis for commercial/agricultural and construction loans by either the present value of expected future cash flows discounted at the loan’s effective interest rate, the loan’s obtainable market price, or the fair value of the collateral if the loan is collateral dependent.

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

Other Real Estate Owned: Assets acquired through, or in lieu of, loan foreclosure are held for sale and are initially recorded at fair value less estimated cost to sell at the date of foreclosure, establishing a new cost basis. Subsequent to foreclosure, valuations are periodically performed by management and the assets are carried at the lower of carrying amount or fair value less estimated cost to sell. This evaluation is inherently subjective and requires estimates that are susceptible to significant revisions as more information becomes available. Due to potential changes in conditions, it is at least reasonably possible that changes in fair values will occur in the near term and that such changes could materially affect the amounts reported in the Company’s financial statements. Revenue and expenses from operations and changes in the valuation allowance are included in net expenses from other real estate owned.

Mortgage Servicing Rights: Servicing rights are recognized as assets for the allocated value of servicing rights retained on loans sold and are classified with interest receivable and other assets in the consolidated balance sheets. Servicing rights are expensed in proportion to, and over the period of, estimated net servicing revenues. Impairment is evaluated based on the fair value of the rights using groupings of the underlying loans as to interest rates and then, secondarily, as to geographic and prepayment characteristics. Fair value is determined using prices for similar assets with similar characteristics, when available, or based upon discounted cash flows using market–based assumptions. Any impairment of a grouping is reported as a valuation allowance. There was no such valuation allowance recorded at September 30, 2011 or December 31, 2010.

Intangible Assets: Core deposit intangibles are being amortized on an accelerated basis over 11 years and are periodically evaluated as to the recoverability of their carrying value. The remaining core deposit intangible will be fully amortized in the year 2014.

Goodwill: Goodwill represents the excess of the original cost over fair value of assets acquired and liabilities assumed and related acquisition costs. Goodwill is reviewed for impairment annually with any loss recognized through the income statement.

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FIRST OTTAWA BANCSHARES, INC. AND SUBSIDIARY

MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION

AND RESULTS OF OPERATIONS

Stock Options: The Company has a stock–based compensation plan. Grants under the Company’s stock incentive plan are accounted for by applying the fair value method and the use of an option pricing model to estimate the value of the options granted. The stock options are granted with an exercise price equal to the market price at the date of grant. Resulting compensation expense relating to the stock options is measured and recorded based on the estimated value of the options. The value of options granted under this plan is charged to expense over the vesting period of the grants.

Earnings (Loss) Per Share: Basic earnings (loss) per share is calculated based on the weighted-average common shares outstanding during the period. Diluted earnings per share reflects additional common shares that would have been outstanding if dilutive potential common shares had been issued, as well as any adjustment to net income that would result from the assumed issuance. Potential common shares that may be issued by the Company relate to outstanding stock options.

Fair Values of Financial Instruments: Fair values of financial instruments are estimated using relevant market information and other assumptions, as more fully disclosed separately. Fair value estimates involve uncertainties and matters of significant judgment regarding interest rates, credit risk, prepayments, and other factors, especially in the absence of broad markets for particular items. Changes in assumptions or in market conditions could significantly affect the estimates. The fair value estimates of existing on– and off–balance–sheet financial instruments do not include the value of anticipated future business or the values of assets and liabilities not considered financial instruments.

Derivatives: All derivative instruments are recorded at their fair values and the change in the fair value of a derivative is included in interest income. If derivative instruments are designated as hedges of fair values, both the change in the fair value of the hedge and the hedged item are included in current earnings. Fair value adjustments related to cash flow hedges are recorded in other comprehensive income and reclassified to earnings when the hedged transaction is reflected in earnings. Ineffective portions of hedges are reflected in earnings as they occur.

29.

FIRST OTTAWA BANCSHARES, INC. AND SUBSIDIARY

MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION

AND RESULTS OF OPERATIONS

CONSOLIDATED FINANCIAL CONDITION

Total assets at September 30, 2011 were $285.6 million compared to $285.8 million at December 31, 2010, a decrease of $220,000, or 0.1%. This decrease in total assets was the result of a $10.2 million decrease in securities available for sale, a $3.3 million decrease in loan balances outstanding, and modest decreases of $382,000 in loans held for sale, $815,000 in interest- bearing time deposits in financial institutions, and $251,000 in premises and equipment. These decreases were partially offset by a $14.9 million increase in cash and due from banks, a $161,000 increase in other real estate owned, and a nominal increase of $147,000 in cash surrender value of life insurance.

Total liabilities at September 30, 2011 were $260.9 million compared to $262.8 million at December 31, 2010, a decrease of $1.9 million, or 0.7%. This decrease in total liabilities was primarily the result of a $2.0 million decrease in borrowings. The decrease in borrowings was due to a Federal Home Loan Bank advance maturing without renewal. In addition, there were decreases in interest-bearing demand and time deposit accounts, which were attributable to local municipalities drawing down balances for operations and other seasonal payments.

Total shareholder’s equity was $24.7 million at September 30, 2011 and $23.0 million at December 31, 2010. This increase was the result of $997,000 of additional retained earnings from net income for the nine months ended September 30, 2011 and an increase of $621,000, net of tax, in accumulated other comprehensive income based on the valuation of the Company’s investment portfolio and from a net gain relating to our pension benefit plan obligation.

CONSOLIDATED RESULTS OF OPERATIONS

Net income for the third quarter of 2011 was $707,000, or $1.09 per share, a 78.1% increase compared to $397,000, or $0.62 per share, in the third quarter of 2010. The increase in net income for the quarter was primarily the result of a decrease in the provision for loan losses of $510,000, compared to the third quarter of 2010. Noninterest income increased by $26,000, compared to the same period in 2010. This increase was primarily due to an increase in gains on security sales of $17,000, a $57,000 increase in trust and farm management fees, and a $60,000 increase in other income. These increases were partially offset by decreases in mortgage servicing income of $98,000, and service charges on deposit accounts of $10,000. Noninterest expense also decreased by $14,000 compared to prior year due to decreases in occupancy expense of $76,000 and in insurance expense of $65,000. These decreases were partially offset by increases in other real estate owned expenses of $45,000, professional fees of $28,000, and other expenses of $34,000. The increase in income before taxes also resulted in an increase in the income tax provision of $235,000.

During the nine months ended September 30, 2011, net income was $997,000, or $1.54 per share, compared to $843,000, or $1.30 per share, during the first nine months of 2010. This 18.3% increase in net income for the nine-month period was due to a decrease in the provision for loan losses of $650,000, which was partially offset by a decrease in noninterest income of $179,000 or 8.4%, and an increase in noninterest expense of $192,000, or 2.7%, compared to the nine months ended September 30, 2010. Decreases in noninterest income and increased noninterest expenses

30.

FIRST OTTAWA BANCSHARES, INC. AND SUBSIDIARY

MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION

AND RESULTS OF OPERATIONS

were partially offset by an increase of $53,000, or 0.8%, in net interest income compared to the first nine months of 2010. The increase in the Company’s pretax income also resulted in an increase in the income tax provision of $178,000 for the first nine months of 2011, compared to the same period in 2010.

The annualized return on average assets was 0.47% for the nine months ended September 30, 2011, compared to 0.38% in 2010. The annualized return on average equity increased to 5.6% for the nine months ended September 30, 2011, from 4.3% in 2010.

NET INTEREST INCOME

Net interest income decreased by 0.2% to $2.3 million for the three months ended September 30, 2011 as compared to the same period in 2010. Total interest and dividend income decreased to $2.7 million for the three months ended September 30, 2011, compared to $2.8 million for the three months ended September 30, 2010. This change was primarily the result of a decrease in interest income from loans to $2.1 million for the three months ended September 30, 2011 from $2.2 million for the same period a year earlier. This decrease was the result of a $3.8 million decrease in the year to date average principal balance of the loan portfolio compared to the prior year and loans repricing downward as mortgage interest rates remained historically low during 2010 and in the first nine months of 2011. In addition, a decrease of interest income from interest-bearing time deposits in other financial institutions of $40,000 for the third quarter of 2011 compared to the prior year resulted in a decrease in total interest and dividend income of $177,000 for the third quarter of 2011 compared to the prior year. Total interest expense decreased to $386,000 for the three months ended September 30, 2011 from $558,000 for the same period ended September 30, 2010, which represents a 30.8% decrease. Decreased interest expense was primarily the result of lower rates paid on deposits. The $172,000 decrease in total interest expense partially offset the decrease in total interest income for the quarter resulting in a $5,000 decrease in net interest income for the third quarter in 2011 compared to the prior year.

Net interest income for the nine months ended September 30, 2011 was $6.8 million compared to $6.7 million for the same period in 2010. There was a nominal increase of $53,000 in 2011 which was the result of a $465,000 decrease in total interest and dividend income, offset by a $518,000 decrease in total interest expense compared to the prior year. The Company’s net interest margin was 3.67% for the nine months ended September 30, 2011 and 3.82% a year earlier. Loan and securities income is reflected on a fully tax equivalent basis utilizing a 34% rate for municipal securities and tax exempt loans. Net interest income on a fully taxable equivalent basis was $6.8 million for the nine months ending September 30, 2011 and $6.7 million in 2010. The tax equivalent yield on average earning assets of $244.0 million in 2011 and $236.8 million for the same period in 2010, decreased to 4.34% for the nine months ended September 30, 2011 from 4.81% for the same period ended September 30, 2010, a decrease of 47 basis points. This decrease was offset by a corresponding decrease in the cost of funds to 0.73% from 1.05% paid for the same period ended September 30, 2010, a 32 basis point decrease. These decreases resulted from ongoing repricing of assets and liabilities as they matured in the decreasing rate environment in late 2010 and during the first nine months of 2011.

31.

FIRST OTTAWA BANCSHARES, INC. AND SUBSIDIARY

MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION

AND RESULTS OF OPERATIONS

PROVISION FOR LOAN LOSSES

During the third quarter of 2011, a $240,000 reversal of the provision for loan losses was recorded compared to a $270,000 expense during the third quarter of 2010. Year to date provision for loan losses was $160,000 in 2011 compared to $810,000 in 2010. As of September 30, 2011, the allowance for loan losses totaled $2.9 million, or 2.14% of total loans, which has decreased from $3.4 million, or 2.39% of total loans, as of December 31, 2010. Nonaccrual loans decreased from $8.3 million at December 31, 2010 to $5.9 million at September 30, 2011. Nonperforming loans, including nonaccrual loans, decreased $1.9 million to $6.9 million over the same period. Management believes that these nonperforming loans are well collateralized or have specific reserves in place in the event of a collateral shortfall, which significantly reduces the Company’s exposure to losses on the credits.

The amounts of the provision and allowance for loan losses are influenced by current economic conditions, actual loss experience, industry trends and other factors, including real estate values in the Company’s market area and management’s assessment of current collection risks within the loan portfolio. While the general economy and the Company’s loan portfolio have shown signs of improvement, borrowers may continue to experience difficulties and the level of nonperforming loans, charge offs, and delinquencies could rise and require increases in the provision for loan losses. The allowance for loan losses represents management’s estimate of probable incurred losses based on information available as of the date of the financial statements. The allowance for loan losses is based on management’s evaluation of the collectibility of the loan portfolio, including past loan loss experience, known and inherent risks in the nature and volume of the portfolio, information about specific borrower situations and estimated collateral values and economic conditions.

Management concluded that the allowance for loan losses was adequate at September 30, 2011 to cover probable losses inherent in our loan portfolio. However, there can be no assurance that the allowance for loan losses will be adequate to cover all losses.

NONINTEREST INCOME

The Company’s noninterest income totaled $921,000 for the three months ended September 30, 2011 compared to $895,000 for the same period in 2010, an increase of $26,000 or 2.9%. The increase in noninterest income was primarily due to a $57,000 increase in trust and farm management fees, a $17,000 increase in security gains resulting from a net gain of $280,000 on the sale of investment securities in the third quarter of 2011 compared to a $263,000 net gain in the third quarter of 2010. Also contributing to the increase in noninterest income was a $60,000 increase in other income. These increases were partially offset by decreases in service fees on deposit accounts of $10,000, and a $98,000 decrease in mortgage servicing income compared to the same period in the prior year.

For the nine months ended September 30, 2011, total noninterest income decreased by 8.4% or $179,000 to $1.9 million. Securities gains decreased $69,000 to a gain of $272,000 compared to a gain of $341,000 in the prior year. Also, gains on loan sales to the secondary market decreased

32.

FIRST OTTAWA BANCSHARES, INC. AND SUBSIDIARY

MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION

AND RESULTS OF OPERATIONS

$108,000 to $193,000 compared to 2010, due to decreased origination and refinancing volume. Service charges on deposit accounts decreased by $80,000, or 14.3%, due to lower overdraft volume. Other income increased $21,000, or 4.0% compared to the same period in the prior year.

NONINTEREST EXPENSE

The Company’s noninterest expense was $2.4 million for the three months ended September 30, 2011 and for the same period in 2010. Salaries and employee benefits, the largest component of noninterest expense, increased $25,000, or 2.1%, to $1.2 million. Other real estate owned expenses increased $45,000 to $172,000 in the third quarter of 2011 compared to 2010 due to increased expenses related to properties held and valuation losses on other real estate in 2011. Modest increases in professional fees of $28,000, and other expenses of $34,000 were offset by decreases in insurance expense of $65,000, data processing fees of $5,000, and occupancy and equipment expenses of $76,000. Insurance expense decreased primarily due to decreases in FDIC insurance for the current year. Property and equipment expenses decreased due to an impairment charge of $81,000 that was recorded for a former branch facility during the third quarter of 2010. In addition, income tax expense increased $235,000 from $136,000 in 2010 compared to $371,000 for the third quarter in 2011.

For the nine months ended September 30, 2011, total noninterest expense increased $192,000 to $7.2 million, or 2.7%, compared to the prior year period. Salaries and employee benefits increased $65,000, or 1.9%, to $3.6 million. Other real estate owned expenses increased $429,000 to $749,000 in the current year due to increased expenses related to properties held and valuation losses on other real estate in 2011. Increases in data processing expense of $15,000 and professional fees expense of $18,000, were offset by decreases in other expenses of $124,000, occupancy and equipment expenses of $75,000 and insurance expense of $136,000. Insurance expense decreased by $136,000 compared to the prior year due to an expected decrease in the FDIC insurance assessment rate for 2011. Other expenses decreased by $124,000 compared to the prior year due to an impairment charge regarding an investment security of $129,000 that was taken during the second quarter of 2010. In addition, income tax expense increased $178,000 due to a $324,000 expense in 2011 compared to a $146,000 expense in 2010.

LIQUIDITY AND CAPITAL RESOURCES

The Company’s primary sources of funds are deposits and proceeds from principal and interest payments on loans and securities. While maturities and scheduled amortization of loans and securities and calls of securities are predictable sources of funds, deposit flows and mortgage prepayments are greatly influenced by general interest rates, economic conditions, and competition. The Company generally manages the pricing of its deposits to be competitive and to increase core deposit relationships.

Liquidity management is both a daily and long-term responsibility of management. The Company adjusts its investments in liquid assets based upon management’s assessment of (i) expected loan demand, (ii) expected deposit flows, (iii) yields available on interest-earning deposits and securities, and (iv) the objectives of its asset/liability management program. Excess liquid assets are invested generally in interest-earning overnight deposits and short- and intermediate-term United States government and agency obligations. The Company’s most

33.

FIRST OTTAWA BANCSHARES, INC. AND SUBSIDIARY

MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION

AND RESULTS OF OPERATIONS

liquid assets are cash and short-term investments. The levels of these assets are dependent on the Company’s operating, financing, lending, and investing activities during any given year. At September 30, 2011, cash and due from banks and certificates of deposit held at other financial institutions maturing in less than 1 year totaled $51.6 million. The Company has other sources of liquidity if a need for additional funds arises, including securities maturing within one year and the repayment of loans. The Company may also utilize the sale of securities available for sale, federal funds lines of credit from correspondent banks, and borrowings from the Federal Home Loan Bank of Chicago.

The following table discloses contractual obligations and commercial commitments of the Company as of September 30, 2011 (dollars in thousands):

			Less Than						After
	Total		1 Year		1 – 3 Years		4 – 5 Years		5 Years

Lines of credit(1)	$	17,038	$	8,517	$	3,971	$	626	$	3,924
Data processing contract payable		464		223		241		—		—
Standby letters of credit(1)		299		289		10		—		—

	$	17,801	$	9,029	$	4,222	$	626	$	3,924

(1) Represents amounts committed to customers.

IMPACT OF INFLATION AND CHANGING PRICES

The financial statements and related data presented herein have been prepared in accordance with accounting principles generally accepted in the United States, which require the measurement of financial position and operating results in terms of historical dollars without considering changes in the relative purchasing power of money over time due to inflation. The primary impact of inflation on the operations of the Company is reflected in increased operating costs. Unlike most industrial companies, virtually all of the assets and liabilities of a financial institution are monetary in nature. As a result, interest rates, generally, have a more significant impact on a financial institution’s performance than does inflation. Interest rates do not necessarily move in the same direction or to the same extent as the prices of goods and services.

34.

FIRST OTTAWA BANCSHARES, INC. AND SUBSIDIARY

MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION

AND RESULTS OF OPERATIONS

SAFE HARBOR STATEMENT

This document (including information incorporated by reference) contains, and future oral and written statements of the Company and its management may contain, forward-looking statements, within the meaning of such term in the Private Securities Litigation Reform Act of 1995, with respect to the financial condition, results of operations, plans, objectives, future performance and business of the Company. Forward-looking statements, which may be based upon beliefs, expectations and assumptions of the Company’s management and on information currently available to management, are generally identifiable by the use of words such as “believe,” “expect,” “anticipate,” “plan,” “intend,” “estimate,” “may,” “will,” “would,” “could,” “should” or other similar expressions. Additionally, all statements in this document, including forward-looking statements, speak only as of the date they are made, and the Company undertakes no obligation to update any statement in light of new information or future events. The Company’s ability to predict results or the actual effect of future plans or strategies is inherently uncertain.

35.

FIRST OTTAWA BANCSHARES, INC. AND SUBSIDIARY

QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

ITEM 3:

QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

The Company is a smaller reporting company as defined by Rule 12b-2 of the Exchange Act and is not required to provide the information under this item.

36.

FIRST OTTAWA BANCSHARES, INC. AND SUBSIDIARY

CONTROLS AND PROCEDURES

ITEM 4:

CONTROLS AND PROCEDURES

As required by Rules 13a-15(b) and 15d-15(b) under the Securities Exchange Act of 1934, management has evaluated, with the participation of the Company’s Chief Executive Officer and Chief Financial Officer, the effectiveness of the Company’s disclosure controls and procedures as of the end of the period covered by this report. Based on this evaluation, the Chief Executive Officer and the Chief Financial Officer concluded the Company’s disclosure controls and procedures (as defined in Securities Exchange Act Rules 13a-15(e) and 15d-15(e)) were effective as of September 30, 2011 to ensure that information required to be disclosed by the Company in reports that it files or submits under the Securities Exchange Act is recorded, processed, summarized and reported within the time periods specified in Securities and Exchange Commission rules and forms. These disclosure controls and procedures include controls and procedures designed to ensure that information required to be disclosed by the Company in the reports that it files or submits under the Securities Exchange Act is accumulated and communicated to management, including the Company’s Chief Executive Officer and Chief Financial Officer, or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure.

During the third quarter of 2011, there have been no changes in the Company’s internal controls or disclosure controls or in other factors that have materially affected, or are reasonably likely to materially affect internal controls over financial reporting or disclosure controls.

37.

PART II

ITEM 1.	LEGAL PROCEEDINGS

	There are no material pending legal proceedings to which the Company or its subsidiaries are a party other than ordinary routine litigation incidental to their respective businesses.

ITEM 1.A.	RISK FACTORS

	The Company is a smaller reporting company as defined by Rule 12b-2 of the Exchange Act and is not required to provide the information under this item.

ITEM 2.	UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

	None

ITEM 3.	DEFAULTS UPON SENIOR SECURITIES

	None

ITEM 4.	[REMOVED AND RESERVED]

ITEM 5.	OTHER INFORMATION

	None

ITEM 6.	EXHIBITS

	Exhibits

	31.1	Certification of Chief Executive Officer Pursuant to Rule 13a-14(a)/15d-14(a)
	31.2	Certification of Chief Financial Officer Pursuant to Rule 13a-14(a)/15d-14(a)
	32.1	Certification of Chief Executive Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
	32.2	Certification of Chief Financial Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

38.

ITEM 6.

EXHIBITS (Continued)

	101	Interactive data files pursuant to Rule 405 of Regulation S-T: (i) Condensed Consolidated Balance Sheets at September 30, 2011 and December 31, 2010; (ii) Condensed Consolidated Statements of Income for the three and nine months ended September 30, 2011 and September 30, 2010; (iii) Condensed Consolidated Statements of Shareholders’ Equity for the nine months ended September 30, 2011 and September 30, 2010; (iv) Condensed Consolidated Statements of Cash Flows for the nine months ended September 30, 2011 and September 30, 2010; and (v) Notes to Condensed Consolidated Financial Statements, tagged as blocks of text.

		* As provided in Rule 406T of Regulation S-T, this information shall not be deemed “filed” for purposes of Sections 11 and 12 of the Securities Act of 1933 and Section 18 of the Securities Exchange Act of 1934, or otherwise subject to liability under those sections.

39.

SIGNATURES

Pursuant to the requirements 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.

	FIRST OTTAWA BANCSHARES, INC.
	(Registrant)

	/S/ Joachim J. Brown
Date: November 14, 2011	Joachim J. Brown
	President and Chief Executive Officer
	(Principal Executive Officer)

	/S/ Vincent G. Easi
Date: November 14, 2011	Vincent G. Easi
	Chief Financial Officer
	(Principal Financial Officer)

40.