QCR (QCRH) 8-K/A Completion of Acquisition or Disposition of Assets

EXHIBIT 99.3

Selected Unaudited Pro Forma Condensed Financial Information

The following tables show selected unaudited pro forma condensed combined financial information about the financial condition and results of operations of QCR Holdings, Inc. (QCRH), including per share data, after giving effect to the merger with Community State Bank (CSB) and other pro forma adjustments. The selected unaudited pro forma condensed combined financial information assumes that the merger is accounted for under the acquisition method of accounting for business combinations in accordance with GAAP, and that the assets and liabilities of CSB will be recorded by QCRH at their respective fair values as of the date the merger is completed. The unaudited pro forma condensed combined balance sheet gives effect to the transaction as if the transaction had occurred on June 30, 2016. The unaudited pro forma condensed combined income statements for the six months ended June 30, 2016, and the year ended December 31, 2015, give effect to the transaction as if the transaction had become effective at January 1, 2015.

The unaudited pro forma condensed combined financial information is presented for illustrative purposes only and does not indicate the financial results of the combined company had the companies actually been combined at the beginning of each period presented. The unaudited pro forma condensed combined financial information also does not consider any expense efficiencies, increased revenue or other potential financial benefits of the merger. The fair values are estimates as of the date hereof and actual amounts are still in the process of being finalized.  Fair values are subject to refinement for up to one year after the closing date as additional information regarding the closing date fair values becomes available.

Unaudited Pro Forma Condensed Combined Balance Sheet as of June 30, 2016

(in thousands, except per share data)

	QCR				Community			Pro Forma				Pro Forma
Assets	Holdings, Inc.				State Bank			Adjustments				Combined
Cash and due from banks	$	49,581			$	11,096		$	(47,400	)	(2)(3)(4)	$	13,277
Federal funds sold		20,825				-			-				20,825
Interest-bearing deposits at financial institutions		47,607				2,176			-				49,783
Securities held to maturity, at amortized cost		280,345				-			-				280,345
Securities available for sale, at fair value		230,614				106,862			-				337,476
Total securities		510,959				106,862			-				617,821
Loans receivable, held for sale		1,558				-			-				1,558
Loans/leases receivable, held for investment		1,921,215				433,407			(12,350	)	(5)		2,342,272
Gross loans/leases receivable		1,922,773				433,407			(12,350	)			2,343,830
Less allowance for estimated losses on loans/leases		(28,097	)			(8,017	)		8,017		(6)		(28,097	)
Net loans/leases receivable		1,894,676				425,390			(4,333	)			2,315,733
Bank-owned life insurance		56,360				-			-				56,360
Premises and equipment, net		38,751				12,209			8,334		(7)		59,294
Restricted investment securities		16,693				-			-				16,693
Other real estate owned, net		6,179				844			-				7,023
Goodwill		3,223				4,666			6,307		(13)(14)		14,196
Core deposit intangible		1,372				-			6,353		(8)		7,725
Other assets		37,208				7,129			2,209		(4)(9)		46,546
Total Assets	$	2,683,434			$	570,372		$	(28,530	)		$	3,225,276
Liabilities and Stockholders' Equity
Liabilities:
Deposits:
Noninterest-bearing	$	615,764			$	116,988		$	-			$	732,752
Interest-bearing		1,357,830				364,414			257		(10)		1,722,501
Total Deposits		1,973,594				481,402			257				2,455,253
Short-term borrowings		51,562				-			-				51,562
Federal Home Loan Bank advances		196,900				20,000			369		(11)		217,269
Other borrowings		100,000				-			35,000		(2)		135,000
Junior subordinated debentures		33,412				-			-				33,412
Other liabilities		52,849				2,455			4,059		(12)		59,363
Total Liabilities		2,408,317				503,857			39,685				2,951,859
Commitments and Contingencies
Stockholders' Equity
Common stock		13,057				600			(600	)	(3)		13,057
Additional paid-in capital		155,454				37,903			(37,903	)	(3)		155,454
Retained earnings		105,024				26,246			(27,946	)	(3)(4)		103,324
Accumulated other comprehensive loss:
Securities available for sale		2,730				1,766			(1,766)		(3)		2,730
Interest rate cap derivatives		(1,148	)			-			-				(1,148	)
Total Stockholders' Equity		275,117		(1)		66,515			(68,215	)			273,417
Total Liabilities and Stockholders' Equity	$	2,683,434			$	570,372		$	(28,530	)		$	3,225,276
Common shares outstanding		13,057		(1)									13,057
Book value per common share	$	21.07										$	20.94

Unaudited Pro Forma Condensed Combined Statement of Income for the

Six Months Ended June 30, 2016

(in thousands, except per share data)

	QCR		Community			Pro Forma		Pro Forma
	Holdings, Inc.		State Bank			Adjustments		Combined
Total interest income	$	47,415	$	11,176	$	1,913	(15)(18)	$	60,504
Total interest expense		5,809		1,215		339	(16)(17)(21)		7,363
Net interest income		41,606		9,961		1,574			53,141
Provision for loan losses		3,271		-		-			3,271
Net interest income after provision for loan losses		38,335		9,961		1,574			49,870
Non-interest income		13,585		2,744		-			16,329
Non-interest expense		34,698		8,761		472	(19)(20)		43,931
Income before income taxes		17,222		3,944		1,102			22,268
Income taxes		4,172		1,196		386	(22)		5,754
Net income	$	13,050	$	2,748	$	716		$	16,514
Earnings per share:
Basic	$	1.08						$	1.32
Diluted	$	1.07						$	1.30
Average shares for earnings per share:
Basic		12,064,349				478,033			12,542,382
Diluted		12,235,212				478,033			12,713,245

Unaudited Pro Forma Condensed Combined Statement of Income for the

Year Ended December 31, 2015

(in thousands, except per share data)

	QCR		Community		Pro Forma			Pro Forma
	Holdings, Inc.		State Bank		Adjustments			Combined
Total interest income	$	90,003	$	21,805	$	3,825	(15)(18)	$	115,633
Total interest expense		13,706		2,763		677	(16)(17)(21)		17,146
Net interest income		76,297		19,042		3,148			98,487
Provision for loan losses		6,871		-		-			6,871
Net interest income after provision for loan losses		69,426		19,042		-			91,616
Non-interest income		24,530		6,688		-			31,218
Non-interest expense		73,359		17,999		944	(19)(20)		92,302
Income before income taxes		20,597		7,731		2,204			30,532
Income taxes		3,669		2,252		771	(22)		6,692
Net income	$	16,928	$	5,479	$	1,433		$	23,840
Earnings per share:
Basic	$	1.64						$	2.06
Diluted	$	1.61						$	2.03
Average shares for earnings per share:
Basic		10,345,286				1,215,000			11,560,286
Diluted		10,499,841				1,215,000			11,714,841

Notes to Unaudited Pro Forma Condensed Combined Balance Sheet and Statement of Income

Note 1—Basis of Presentation

QCRH acquired 100% of the common stock of CSB on August 31, 2016 for $80 million in cash. The acquisition is accounted for under the acquisition method of accounting and, accordingly, the assets and liabilities of CSB presented in these pro forma condensed combined financial statements have been adjusted to their estimated fair values based upon conditions as of the acquisition date and as if the transaction had been effective on January 1, 2015 for statement of income data. Since these are pro forma statements, we cannot assure that the amounts reflected in these financial statements would have been representative of the actual amounts earned had the companies been combined at that time. The fair values are preliminary as of the date hereof and actual amounts are still in the process of being finalized. Fair values are subject to refinement for up to one year after the closing date as additional information regarding the closing date fair values becomes available.

Note 2—Pro Forma Adjustments Footnotes

(1)	Total stockholders’ equity and common shares outstanding at June 30, 2016 including the issuance of 1,215,000 shares of QCRH common stock at a price of $24.75, net of issuance costs of $242 thousand. This common equity transaction associated with the acquisition of CSB was completed in May 2016.
(2)	To record the debt financing for the transaction consisting of a $30.0 million five-year term facility and a $5.0 million draw on the Company’s revolving line of credit.

(3) To record the payment of the total purchase price of $80.0 million and the elimination of CSB’s historical equity accounts of $66.5 million.

(4) To record estimated transaction costs to be incurred totaling $2.4 million, or $1.7 million (after-tax).

(5) To adjust loans of CSB to approximate fair value. The loan fair value adjustment includes a $8.9 million discount to adjust for credit deterioration of the acquired portfolio and a $4.3 million discount for the impact of changes in market interest rates. In addition, $835 thousand of deferred non-accrual interest was reversed.

(6) To eliminate CSB's allowance for loan losses of $8.0 million.

(7) To record the fair value adjustment to increase premises by $8.3 million. This amount will be depreciated using a straight-line method over 39 years.

(8) To record a core deposit intangible asset of $6.3 million. Amount to be amortized over a 10-year useful life using an accelerated method.

(9) To record the fair value adjustment to increase the value of CSB Insurance other intangibles by $1.5 million.

(10) To record the fair value adjustment to increase time deposits by $257 thousand. Amount to be accreted over five years, consistent with the maturity dates of the underlying time deposits.

(11) To record the fair value adjustment to increase FHLB advances by $369 thousand. Amount to be accreted over 14 months using a straight-line method.

(12) To record the fair value adjustment to increase deferred tax liabilities by $4.1 million.

(13) To record goodwill of $11.0 million resulting from the difference between the purchase price and identifiable adjustments to net assets as follows:

(dollars in thousands)

Total purchase price				$	80,000
Historical book value of CSB's assets and liabilities					66,515
Total net equity adjustments required				$	13,485
Adjustments to record assets and liabilities at fair value:
Elimination of CSB's allowance for loan losses	$	8,017
Loans, fair value adjustment		(13,185	)
Premises and equipment, fair value adjustment		8,334
Core deposit intangible asset		6,353
CSB Insurance subsidiary, fair value adjustment		1,509
Elimination of CSB's deferred non-accrual interest		835
Deposits, fair value rate adjustment		(257	)
Borrowings, fair value rate adjustment		(369	)
Reversal of deferred tax liability on historical Securities Mark-to-Market		1,051
Record newly created deferred tax liability on fair value adjustments		(5,110	)
Reversal of CSB's existing goodwill		(4,666	)
Net adjustments to fair value of assets and liabilities					2,512
Resulting goodwill				$	10,973

(14) To eliminate CSB's existing goodwill of $4.7 million.

(15) To record accretion on the credit adjustment and interest rate adjustment on the loan portfolio.

(16) To record accretion on interest rate adjustment on time deposits.

(17) To record accretion on interest rate adjustment on FHLB advances.

(18) To record amortization of securities premium for interest rate adjustment.

(19) To record amortization of core deposit intangible.

(20) To record increased depreciation expense on fair market value increase in premises and equipment.

(21) To record interest expense on term facility and line of credit.

(22) To record tax effect at an effective rate of 35%.