Growing Relationships Indiana United Bancorp 1995 Annual Report Contents Financial Highlights 1 Message to Shareholders 2 Management's Discussion and Analysis 4 Report of Management on Responsibility for Financial Information 17 Report of Independent Certified Public Accountants 17 Financial Statements 18 Notes to Financial Statements 21 Management Directory 28 Shareholder Information IBC Indiana United Bancorp ("Company") is a registered bank holding company incorporated under the laws of Indiana in 1983, commensurate with its acquisition of Union Bank and Trust Company of Greensburg, Indiana. The Company acquired The Peoples Bank, Portland, Indiana in 1987, and Regional Federal Savings Bank, New Albany, Indiana ("Regional Bank") at the end of 1991. With the latter, Indiana United Bancorp became one of a small group of holding companies throughout the nation to operate both commercial banking and thrift subsidiaries. Union Bank and Trust Company of Indiana ("Union Bank") was created by the consolidation of the Greensburg and Portland operations in 1994. It's history traces back to 1873, and it holds Indiana state banking charter #1. At December 31, 1995, Union Bank held assets totaling $208 million and through its nine banking offices, ranked first in market share in Decatur County and second in Jay County. Regional Bank's assets totalled $105 million, held by three banking offices in Floyd and Clark counties. Both subsidiaries offer competitive commercial and consumer loan and deposit related services. Union Bank also operates a general line insurance agency and offers a broad range of personal and business trust services. Financial Highlights (Dollar amounts in thousands Percent except per share data) 1995 1994 Change For the Year Net interest income $10,983 $11,301 (2.8) Provision for loan losses 30 115 (73.9) Net income 2,529 2,870 (11.9) Common dividends paid 863 683 26.4 Per Common Share Net income $1.91 $2.17 (12.0) Dividends paid .69 .60 15.0 Book value-end of period Excluding SFAS No. 115 adjustment 20.83 19.60 6.3 Including SFAS No. 115 adjustment 20.98 17.49 20.0 Market price-end of period 25.00 21.00 19.0 At Year End Total assets $313,067 $306,047 2.3 Total loans 201,355 194,736 3.4 Allowance for loan losses 2,754 2,784 (1.1) Total Deposits 262,346 261,371 0.4 Long-term debt 6,000 7,500 (20.0) Preferred stock 2,000 2,400 (16.7) Shareholders' equity 28,245 24,282 16.3 Financial Ratios Return on average assets .82% .86% (4.7) Return on everage common shareholders' equity 9.71% 12.18% (20.3) Allowance for loan losses to total loans (year end) 1.33% 1.43% (7.0) Shareholders' equity to total assets (year end) 9.02% 7.93% 13.7 Tier 1 capital to total assets 8.84% 8.69% 1.7 Total capital to risk- adjusted assets 16.57% 17.11% (3.2) Number of common shares outstanding 1,250,897 1,250,897 Number of common shareholders 1,452 1,475 (1.6) Number of employees (FTE) 154 157 (1.9) Planning for Growth (picture) Since 1988...the annual total return of Indiana United common stock averaged 18.3%... (picture) ...Indiana United's management team now has the greatest depth and experience in its history... (picture) ...we intend to pursue merger and acquisition opportunities more aggressively than ever... (picture) ...I expect 1996 earnings to outperform 1995 by a sizeable margin. Message to Shareholders I am pleased to report our financial performance in 1995 produced a 19% gain in income from recurring operations over 1994. But even more importantly, we also sustained our momentum in fully attaining the primary objectives of strategies implemented in 1994. A year ago, my message identified our strategic objectives as eliminating marginal business segments, improving our net interest margin, and redirecting resources into our highest potential markets. Our objectives were advanced in 1994 by merging two of our subsidiaries, divesting three banking offices, and reducing expensive, non-core, deposits. We completed this strategic transition in 1995 by opening a fully- staffed supermarket branch in Greensburg and expanding into Jeffersonville with a new full service banking office. The $500,000 renovation of Regional Bank's main office, completed in October, has greatly enhanced customer service and improved operating efficiency. In addition, our net interest margin soared 20 basis points, far exceeding the minimal gains projected for peer banks. The September appointment of Mike Bauer as President and Chief Executive Officer of Regional Bank further strengthens our competitive position in southern Indiana. Mike is a successful career banking executive with keen insights gained from leading a high performance bank in the fiercely competitive greater Chicago market. Both Indiana United subsidiaries are now led by results- driven bankers who share a vision of excellence and a commitment to high asset quality and responsive customer service. We believe Indiana United's management team now has the greatest depth and experience in its history. One of the greatest challenges to our planning effort is the accelerating velocity of change occurring within the banking industry. Our future performance will greatly depend on our continued ability to accurately assess and quickly respond to the forces of change. That is why planning remains a critical and constantly evolving process at Indiana untied. A major force driving change is technology. Once confined to backroom operations, technology now touches every product and service we offer. Continued expansion of our information infrastructure and delivery systems are top priorities as we prepare to enter the 21st century. We believe this commitment to technology investment is integral to attaining our growth, service and performance goals. The recent trend of consolidation among the nation's largest and best performing banks is also influencing our planning priorities. Most of these transactions are strategic alliances formed from positions of strength...not weakness. Many appear to be influenced by the increasing capital demands of technology investment and the redundancy of banking offices. Most appear to anticipate expanded interstate banking in mid 1997. Expansion through merger and acquisition has long been a priority of indiana United, and has been a significant factor in our growth. I believe the advantages of merging well managed community banks far exceed the limited opportunities available to smaller, less visionary organizations. The added benefit of sharing the increased costs of today's technology lends even greater importance to such transactions. While we continue to target growth within the markets we now serve, we intend to pursue merger and acquisition opportunities more aggressively than ever. We will not, however, enter into any transaction not offering clear advantages to our shareholders and customers. The banking industry has shown extraordinary resolve in responding to the serious problems it faced only a few years ago. It's self help philosophy has succeeded far beyond the most optimistic forecasts. Unfortunately, the thrift industry now appears unable to repay its 1989 taxpayer funded bailout and still remain competitive. Congress is expected to enact further corrective thrift legislation once the budget stalemate is resolved. One proposal now under consideration eliminates thrift charters and regulators, converts thrifts to commercial banks, combines the FDIC deposit insurance funds, and transfers to banks the liability for repayment of interest on bonds issued in the bailout. It also eliminates the special thrift tax accounting treatment for loan losses and waives any resulting tax liability. A nonrecurring deposit-based assessment would be levied against all thrifts by the FDIC. Even though Indiana united would incur an assessment of about $700,000 under this proposal, I strongly favor its passage. The long-term advantages to indiana united would more than offset its high initial cost. In fact, we project the full recapture of this expense in less than three years. During 1995, we implemented an internal sales training program promoting a service-based sales culture. Employees are now learning communication techniques to discover and effectively respond to the needs of present and prospective customers. By preparing our staff to confidently suggest appropriate products and services, we hope to maximize the mutual benefits of relationship banking. This commitment to service excellence is the defining difference at Indiana United, and a major reason why we're...:the Bank For All Of You". The introduction of our new Foundation Checking Account in January and The Check Card later in the quarter are expected to propel our growth in 1996. The Foundation Account earns an above market interest rate on checking balances, has no minimum balance requirement, and accesses many other products and services at reduced or fully waived fees. The Check Card is a debit card accessed through any ATM or merchant accepting Visa. Our growing array of services is extremely competitive and is virtually unconstrained by geographic boundaries. We would be pleased to assist you in discovering the benefits of our loan, deposit or trust services, and welcome your inquiry through the return of the enclosed response card. There is growing expectation of further reductions in interest rates in 1996 which, if accurate, could also favorably impact our performance. Excluding any special FDIC assessment, or any unforeseen event such as a steep downturn in the economy, I expect 1996 earnings to outperform 1995 by a sizable margin. This gain is expected to be fueled by asset and deposit growth, an improved net interest margin, continued high asset quality and tight rein of noninterest expenses. Since paying out initial common dividend in 1988, dividends have increased at least 15% each year. The annual total return of Indiana United Bancorp common stock during this period averaged 18.3%, assuming reinvestment of dividends. We expect to continue both of these strong records of performance in 1996 and, if effort and commitment are barometers of achievement, I am confident we will succeed. Robert E. Hoptry Chairman and President January 22, 1996 Management's Discussion and Analysis Overview Indiana United Bancorp ("Company") operates under the broad tenets of a long-term strategic plan (" Plan") designed to improve the Company's financial performance, expand its competitive ability and enhance long-term shareholder value. The Plan is premised on the belief of the Company's board of directors that the Company can best promote long-term shareholder interests by continuing as an independently owned community banking organization In conformance with the Plan, during 1994, the Company consolidated the operations of its two commercial banking subsidiaries to form Union Bank and Trust Company of Indiana ("Union Bank"), and sold three underperforming branches of Regional Federal Savings Bank ("Regional Bank"). The Company believes each of those actions increased its operating efficiency and the latter improved its net interest margin. The Plan also focused on improving net interest margin by reducing the Company's dependence on expensive, non-core deposits. As anticipated, these strategies resulted in a substantial decline in deposits based upon year end comparisons of 1994 and 1993. During 1995, the Company initiated actions which are expected to build a stronger customer base in its primary markets. The Company invested approximately $500,000 to renovate Regional Bank's main office and $500,000 to open two new branch offices. The renovation allows for direct lobby access of all customer service and loan personnel, and greatly improves drive-up and electronic banking service. The Allison Lane branch in Jeffersonville was opened by Regional Bank to provide greater access to present and prospective customers in Clark County. Due to the recent completion of ongoing road improvements near this branch, management considers 1996 to be the appropriate period to measure the success of this branch. Union Bank opened the IGA supermarket branch in Greensburg, exclusively providing seven-day banking and extended hours to the community. Entry into new markets will be pursued through exploration of acquisition opportunities. A continuing tenet of the Plan is to establish and cultivate more pro-active relationships with financial analysts and market makers in the Company's stock. In 1995, management met with prominent financial analysts to share Indiana United Bancorp's success story. Continued contacts with potential market makers and other financial analysts are planned in 1996. Also in 1995, the Company initiated a sales philosophy supported by a performance-based employee incentive program. The initial phase of this program included sales-oriented training for all customer service personnel. During 1996, sales training will be provided to all personnel, and customer service personnel will receive advanced sales training. During 1996, many technological improvements will be initiated. Certain of these improvements, such as upgrading communication lines, will provide faster response time for customer transactions. Others represent capital investments which will allow the Company to continue to effectively compete in the financial services industry. The dynamics of the Plan assure continually evolving objectives, and the extent of the Company's success will depend upon how well it anticipates and responds to competitive changes within its markets, the interest rate environment and other external forces. Results of Operations Annual net income, excluding the effect of a change in accounting method in 1993, has ranged between $2,472,000 and $2,870,000 for the last three years. The year 1994 included a $1,229,000 gain on the sale of three underperforming Regional Bank branches and a loss of $154,000 on the sale of securities. These non-recurring items resulted in additional net income of $650,000. There were no significant non-recurring income or expense items in 1995. Non-interest income in 1995 reflected a decline in the volume of insurance commissions related to the disruptions of restructuring and relocating the Company's Jay County insurance operations in 1994. Non-interest expense in 1995 reflects reduced Federal Deposit Insurance Corporation ("FDIC") assessments due to a lower deposit insurance assessment rate and full year benefits from the 1994 subsidiary consolidation and branch sale. Professional fees also decreased in 1995 as compared to the prior year. Net income per common share from recurring operations equaled $1.91 in 1995, compared to $1.58 in 1994, and $1.83 in 1993. Including an accounting method change for income taxes, 1993 earnings equaled $2.19 per share. The gain realized on the sale of Regional Bank's branches increased 1994 earnings per share to $2.17 (see Table 1). The Company's return on average total assets was .82% in 1995, .86% in 1994, and .81% in 1993. Return on average common shareholders' equity was 9.71% in 1995, 12.18% in 1994, and 12.61% in 1993. Net Interest Income Net interest income is influenced by the volume and yield of earning assets and the cost of interest-bearing liabilities. Net interest margin reflects the mix of interest-bearing and noninterest-bearing liabilities that fund earning assets, as well as interest spreads between the rates earned on these assets and the rates paid on interest-bearing liabilities. Net interest income of $11,095,000 in 1995 decreased 3% from $11,436,000 in 1994, which was 5% below 1993 (see Tables 2 and 5). Throughout 1994 and much of 1995, many of the Company's local competitors offered interest rates on long-term certificates of deposit significantly above national market averages. The Company believes this strategy will depress future years earnings of these competitors and elected not to engage in such activity. The Company instead employed a deposit pricing strategy focused on retaining and attracting shorter-term funds in anticipation of a lower interest rate environment in 1995 and 1996. The Company believes its ability to reprice these deposits in the near term will improve its net interest margin relative to average peer performance. As expected, deposits declined during 1994 and the early part of 1995. By mid 1995, many of these competitors had reduced or eliminated rate premiums on long-term deposits and, by year end, the Company's competitive disadvantage in attracting these funds was minimal. Although many of the Company's peer group competitors are expected to report flat or marginally changed net interest margins in 1995, the Company increased its net interest margin by 20 basis points. During 1994 and 1995, the Company increased its net interest margin by 25 basis points, compared to latest available data indicating peer average gains of only 4 basis points. The Company retained an outside investment advisor in early 1994 to assist in the administration of the investment portfolio. Several changes in the investment portfolio were made, primarily during the first half of 1994, resulting in net losses of $154,000 on the sale of securities. Although many of the changes were designed to improve portfolio duration and reduce extension risk, yields also improved. The average yield on investment securities increased 65 basis points in 1995 compared to 1994 and now closely parallels the Company's peer group average. The changes in interest income and interest expense resulting from changes in volume and rate are summarized in Tables 2 and 3. Variances have been allocated on the basis of the absolute relationship between volume and rate. Provision for Loan Losses This topic is discussed under the heading "Loans, Credit Risk and the Allowance and Provision for Possible Loan Losses" Non-interest Income Non-interest income normalized in 1995 after benefiting from a gain of $1,229,000 from the sale of branches in 1994. Excluding the sale, non-interest income in 1995 exceeded 1994 by $97,000 or 7%. Securities transactions in 1995 resulted in a gain of $16,000 versus a loss of $154,000 in 1994. Insurance commissions continue to represent the largest component of recurring non-interest income, equaling 32%, 37% and 36% in the years 1995, 1994 and 1993. Declines of $36,000 in 1995 and $71,000 in 1994 reflect reorganization and relocation disruptions of insurance operations in Jay County. Insurance income is expected to increase in 1996. Service charges on deposit accounts decreased in 1995 and 1994, primarily reflecting reduced interest- bearing demand deposits and higher earnings credits offsetting activity charges on commercial accounts. Deposit growth and interest rate variables are expected to generate greater service charge income in 1996. Non-interest Expense The largest component of non-interest expense is personnel expense. Personnel expenses declined in 1995 by $86,000, or 1.9%, following a $60,000 decline in 1994. Both of these declines were impacted by the sale of branches and the consolidation of commercial banking subsidiaries. The average number of full-time equivalent employees in 1995 was 15 persons less than the average 1994 staffing level, even with the opening of two new branches during this year. Normal staff salary adjustments and increased benefit costs were incurred in 1995, including $53,000 earned by employees in connection with the performance incentive compensation plan. Personnel expenses in 1993 included a nonrecurring expense of $100,000 associated with attaining long-term strategic objectives. Personnel expenses in 1996 are not expected to change materially from 1995. Effective January 1, 1995, the Company adopted SFAS No.106, Employers' Accounting for Postretirement Benefits Other Than Pensions, which focuses principally on postretirement health care benefits. SFAS No.106 requires the accrual of these benefits over the period the employee performs the service to earn the benefits rather than the prior practice of accounting for these benefits on the cash basis. The adoption of SFAS No.106 did not have any material effect on operations or financial condition in 1995. Expenses related to premises and equipment declined 3.4% in 1995 and 5.8% in 1994, due to the sale of branches. Professional fees in 1994 were elevated by expenses incurred to an investment advisor. The investment advisory service was discontinued in early 1995. Deposit insurance was $271,000 less in 1995, than the prior year due to a lower rate and lower volume of deposits on which the insurance premium is calculated. In mid 1995, the FDIC reduced deposit insurance premiums paid by soundly managed commercial banks, including Union Bank, by 83%. Since the bank insurance fund reached a mandated funding level in 1995, the assessment rate for the Company's commercial bank has been further reduced to the $2,000 minimum level permissable in 1996. The FDIC has also decided to retain the current premium rates paid by thrift institutions, and is currently evaluating several proposals for the recapitalization of the Savings Association Insurance Fund ("SAIF"). It is possible Congress will pass legislation to merge the bank and thrift components of the FDIC insurance fund, ultimately mandating the conversion of thrifts to commercial bank charters. Such legislation is likely to result in a one-time assessment of all thrift institutions, which, if based upon deposit balances as of March 31, 1995 as now proposed, would result in a nonrecurring pre-tax charge of approximately $700,000 for Regional Bank. Subsequent to the one-time charge, Regional Bank's assessment rate should decrease to the current level of commercial banks. Other operating expenses decreased 11% in 1995 with no significant dollar change in any individual expense item. Income Taxes Income tax expense for 1995 was $1,651,000 compared to $1,864,000 for 1994, and the effective rate was 40% for 1995, 39% in 1994 and 37% in 1993. The Company and its subsidiaries will file a consolidated federal income tax return for 1995. The Statement of Financial Accounting Standards No. 109, Accounting for Income Taxes, was adopted by the Company effective January 1, 1993. The change resulted in a nonrecurring increase of $450,000 in 1993 earnings. Financial Condition Total average assets and their components reflect decreases attributable to the sale of Regional Bank's branches in late October, 1994. In connection with the sale, total assets were reduced by approximately $24,000,000 consisting of loans of $13,350,000, fixed assets of $1,150,000 and securities of $9,500,000 sold to fund the sale. Total deposits were affected by a comparable aggregate amount. Total average assets for 1994 would have been reduced by approximately $20,000,000 had the branch sale occurred on January 1, 1994. Year-end assets increased to $313,067,000 from $306,047,000 at December 31, 1994. Cash and cash equivalents and short-term investments increased to provide funding for loans scheduled to close shortly after December 31, 1995 and in anticipation of customary January withdrawals of public funds. Securities sales, maturities and repayments were used to fund loan growth in 1995. Average earning assets have represented 95% of average total assets for the past three years. Average loans represented 65% of average assets in 1995 compared to 62% in 1994 and 57% in 1993. Management intends to continue its emphasis on loan growth in 1996. Average interest-bearing deposits decreased in 1995 compared to 1994, as a result of previously mentioned deposit pricing strategies and the sale of branches. Although total deposits increased only slightly in 1995 compared to 1994, the components changed dramatically. Noninterest-bearing deposits increased approximately $2,000,000. Interest-bearing demand deposits decreased approximately $10,000,000 reflecting transfers to short- term certificates of deposit and a premium passbook savings account introduced in 1995. Savings, certificates of deposit and other time deposits increased approximately $9,000,000 in 1995. Long-term debt is the Company's loan for the purchase of Regional Bank and Union Bank, and is secured by the capital stock of the Company's subsidiaries. Interest adjusts quarterly to the lender's prime rate, less 25 basis points. The Company successfully renegotiated the rate with the lender in mid 1995 and the new rate became effective July 1, 1995. The Company believes it has complied with all terms and covenants of the loan agreement. The Company prepaid $750,000 on long-term debt in 1995, and intends to make additional prepayments in 1996. Shareholders' equity was $28,245,000 on December 31, 1995 compared to $24,282,000 in 1994. Book value per common share increased to $20.98 or 20% from $17.49 at year end 1994. The unrealized gain on securities available for sale, net of taxes, totaled $195,000 or $.15 per share in 1995 compared to an unrealized loss of $2,641,000 or $2.11 per share in 1994. Excluding the net unrealized gains or losses on securities available for sale, book value per share was $20.83 or an increase of 6% over the comparable book value at year end 1994. A 10% common stock dividend was issued to shareholders of record in December 1994. The Company redeemed $400,000 of its preferred stock in 1995 and $300,000 in 1994. The Company may redeem additional preferred stock in 1996. Loans, Credit Risk and the Allowance and Provision for Possible Loan Losses Loans remain the Company's largest concentration of assets and continue to represent the greatest risk. The loan underwriting standards observed by each of the Company's subsidiaries are viewed by management as a deterrent to the emergence of an abnormal level of problem loans and a subsequent increase in net chargeoffs. The Company's conservative loan underwriting standards have historically resulted in higher loan quality and lower levels of net chargeoffs than peer bank averages. The Company also believes credit risks are elevated by undue concentrations of loans in specific industry segments and loans to out of area borrowers. Accordingly, the Company's board of directors regularly monitors such concentrations to determine compliance with its restrictive loan allocation policy. Total loans increased 3%, primarily reflecting the expansion of the consumer loan portfolio and management's emphasis on indirect automobile financing during 1995. Consumer loans increased 32% in 1995 compared to 1994. The Company intends to continue this emphasis on increasing consumer loans in 1996 to provide greater diversification within the portfolio and to generate higher yields than residential real estate loans. Although the Company limits its exposure to long-term fixed rate residential mortgage loans and generally observes 20% downpayment guidelines, it will begin originating both fixed rate loans and loans with little or no downpayment for a non-competing mortgage lender during 1996. This program will assist the Company in serving all segments of the community without incuring unacceptable levels of credit exposure or interest rate risk. The origination of these loans will also provide additional fee income. The Company regards its ability to identify and correct loan quality problems as one of its greatest strengths. Loans are placed in a nonaccruing status when in management's judgment the collateral value and/or the borrower's financial condition does not justify accruing interest. As a general rule, commercial and real estate mortgage loans are reclassified to nonaccruing status at or before becoming 90 days past due. Interest previously recorded but not deemed collectible is reversed and charged against current income. Subsequent interest income on non-accrual loans is thereafter recognized only when collected. Non-real estate secured consumer loans are not placed in non-accruing status, but are charged-off when policy- determined delinquent status is reached. Net chargeoffs were $60,000 in 1995, $13,000 in 1994 and $361,000 in 1993. As a percentage of average loans, net chargeoffs equaled .03%, .08% and .18% in 1995, 1994 and 1993. In each of these years, the Company significantly outperformed its peer group's net loan loss average. Management maintains a listing of loans warranting either the assignment of a specific reserve amount or other special administrative attention. This listing, together with a listing of all classified loans, nonaccrual loans and loans delinquent 30 days or more, is reviewed monthly by the board of directors of each subsidiary. The ability to absorb loan losses promptly when problems are identified is invaluable to a banking organization. Most often, losses incurred as a result of quick collection action are much lower than losses incurred after prolonged legal proceedings. Accordingly, the Company observes the practice of quickly initiating stringent collection efforts in the very early stages of loan delinquency. The adequacy of the allowance for loan losses in each subsidiary is reviewed at least monthly. The determination of the provision amount in any period is based on management's continuing review and evaluation of loan loss experience, changes in the composition of the loan portfolio, current economic conditions, the amount of loans presently outstanding, and the amount and composition of growth expectations. The allowance for loan losses as of December 31, 1995, is considered adequate by management. See Tables 6, 7, 10, 11 and 12, for quantitative support of this narrative loan analysis. The Company adopted SFAS No.114 and No.118, Accounting by Creditors for Impairment of a Loan and Accounting by Creditors for Impairment of a Loan - Income Recognition and Disclosures, on January 1, 1995. Impaired loans are measured by the present value of expected future cash flows, or the fair value of the collateral of the loan, if collateral dependent. The amount of impaired loans at December 31, 1995 was not material. Investment Securities Investment securities offer flexibility in the Company's management of interest rate risk, and is the primary means by which the Company provides liquidity and responds to changing maturity characteristics of assets and liabilities. The Company's investment policy prohibits trading activities and does not allow investment in high risk derivative products or junk bonds. Effective January 1, 1994, the Company adopted new accounting rules for securities. The rules require that each security must be individually designated as a "held to maturity" (HTM) security or as an "available for sale" (AFS) security. Late in 1995, the Financial Accounting Standards Board allowed an unprecendented "one time" transition reclassification. While the vast majority of the Company's investments were already designated AFS, the Company took this opportunity to reclassify all remaining HTM securities to AFS to provide even greater management flexibility in responding to changes within financial markets. As of December 31, 1995, all investment securities are classified as AFS and are carried at fair value with unrealized gains and losses, net of taxes, excluded from earnings and reported as a separate component of shareholders' equity. A net unrealized gain of $195,000 was recorded to adjust the AFS portfolio to current market value at December 31, 1995, compared to a net unrealized loss of $2,641,000 at December 31, 1994. At year end 1995, the yield of the investment securities portfolio was 6.33%, representing a substantial increase over the 6.16% at year end 1994, and 5.56% at year end 1993. In 1993, mortgage- backed securities experienced accelerated paydowns, thereby decreasing the effective yield for the year. An investment advisor was retained in early 1994, and a substantial restructuring of the portfolio occurred. This restructuring was the primary source of a $154,000 loss on the sale of securities, which also included the liquidation of securities to fund the sale of branches in the fourth quarter. These actions, together with a general increase in interest rates, produced the yield gain in 1994. Securities were liquidated to provide a primary funding source for the sale of Regional Bank's branches on October 28, 1994. Commencing in 1994, management reduced the variable portion of the investment securities portfolio. Variable rate securities comprised 55% of the total portfolio on December 31, 1995 compared to 65% for December 31, 1993. The reduction of variable rate securities extended the weighted average life of the portfolio to 1.14 years as compared to .84 years in 1993. SFAS No.119, Disclosure about Derivative Financial Instruments and Fair Value of Financial Instruments, requires disclosures about derivative financial instruments - futures, forward swap and option contracts, and other financial instruments with similar characteristics was effective for 1995 for the Company. During 1995, the Company did not have any derivative financial instruments as defined in SFAS No.119. Sources of Funds The Company relies primarily on customer deposits and securities sold under repurchase agreements, along with shareholders' equity to fund earning assets. On an infrequent basis, Federal Home Loan Bank ("FHLB) advances are used to provide additional funds. The Company is not aware of any recommendations by regulatory authorities which would materially affect liquidity, capital resources or operations. Deposits generated within local markets provide the major source of funding for earning assets. Average total deposits were 88% and 89% of total earning assets in 1995 and 1994. Total interest- bearing deposits averaged 90%, 92% and 93% of average total deposits during 1995, 1994 and 1993. Management intends to continue trying to increase the percentage of transaction-related deposits to total deposits due to the positive effect on earnings. Securities sold under repurchase agreements ("repos") are high denomination investments utilized by public entities and commercial customers as an element of their cash management programs. Repos are not subject to FDIC assessment so they are less costly than large certificates of deposit. With the reduction in the FDIC assessment, repos will not have the cost advantage previously held. Management expects large denomination certificates of deposit to become more widely used in 1996 to replace a portion of the funds previously invested in repos. Short-term borrowings increased 23% at year end 1995 compared to 1994. FHLB advances represented most of this increase. FHLB advances were used to fund loans and other earning assets. Depending upon the level of loan demand, management may elect to use additional FHLB advances in 1996. The Company continued to prepay long-term debt in 1995. Long-term debt decreased $1,500,000 in 1995, of which $750,000 represented reductions in excess of scheduled repayment. Management expects to continue its history of accelerated payments in 1996. Capital Resources Total shareholders' equity was $28,245,000 at December 31, 1995, and includes $2,000,000 of preferred stock. The Company redeemed $400,000 of preferred stock in 1995 and $300,000 in both 1993 and 1994. It expects to redeem an additional amount in 1996. The Federal Reserve Board has adopted risk-based capital guidelines which assign risk weightings to assets and off-balance sheet items. The Company's core capital (Tier 1) consists of shareholders' equity less goodwill, while total capital consists of core capital, certain debt instruments and a portion of the allowance for credit losses. At December 31, 1995, Tier 1 capital to total assets was 8.84%. Total capital to risk-adjusted assets was 16.57%. Both ratios substantially exceed all regulatory definitions of a well- capitalized institution. 1994 shareholders' equity was impacted by the Company's initial decision to categorize a large portion of its securities portfolio as AFS under accounting rules adopted January 1, 1994. Securities in this category are carried at fair value, and shareholders' equity is adjusted to reflect unrealized gains and losses, net of taxes. On November 29, 1995, in accordance with the transition reclassification allowed by the Financial Accounting Standards Board, securities previously classified as held to maturity were transferred to available for sale. As of December 31, 1995, 100% of the investment portfolio is designated as availabe for sale. No adjustment to shareholders' equity is recorded prior to 1994. The Company declared and paid common dividends of $.69 per share in 1995, and $.60 in 1994. Book value per common share increased 20% to $20.98 from $17.49 in 1994. The net adjustment for AFS securities increased book value by $.15 and decreased book value by $2.11 at December 31, 1995 and 1994. Depending on market conditions, the adjustment for AFS securities can cause significant fluctuations in equity. The dividend payment rate on preferred stock was 6.34% during each of the last three years. A 10% common stock dividend was issued prior to year end 1994. Liquidity Liquidity management involves maintaining sufficient cash levels to fund operations and to meet the requirements of borrowers, depositors, and creditors. Higher levels of liquidity bear higher corresponding costs, measured in terms of lower yields on short- term, more liquird earning assets, and higher interest expense involved in extending liability maturities. Liquid assets include cash and cash equivalents, money market instruments, and securities maturing within one year. In addition, the Company holds $74,803,000 of AFS securities maturing after one year which can be sold to meet liquidity needs. Liquidity is reinforced by maintaining a relatively stable funding base, which is achieved by diversifying funding sources, extending the contractual maturity of liabilities, and limiting reliance on volatile short-term purchased funds. The Company's stategy is to fund assets to the maximum extent possible with core deposits, which provide a sizable source of relatively stable and low-cost funds. Average core deposits funded approximately 86% of total earning assets at December 31, 1995. Short-term funding needs can arise from declines in deposits or other funding sources, drawdowns of loan commitments, and requests for new loans. Shareholders' equity and long-term debt also contribute to liquidity by reducing the need to continually rely on short-term purchased funds. At the end of 1995, long-term debt totalled 2% of total assets and 21% of total shareholders' equity versus 2% of total assets and 31% of total shareholders' equity at December 31, 1994. Management believes the Company has sufficient liquidity to meet all reasonable borrower, depositor, and creditor needs in the present economic environment. Interest Rate Risk At year end 1995, the Company held approximately $193,159,000 in assets, comprised of securities, loans, short-term investments, and federal funds sold, which were interest sensitive in one year or less time horizons. The Company's interest rate sensitivity analysis for the year ended December 31, 1995 appears in Table 14. Core deposits are distributed or spread among the various repricing categories based upon historical patterns of repricing which are reviewed periodically by management. The assumptions regarding these repricings characteristics greatly influence conclusions regarding interest sensitivity. Management believes its assumptions regarding these liabilities are reasonable. Effective asset/liability management requires the maintenance of a proper ratio between maturing or repriceable interest-earning assets and interest-bearing liabilities. It is the policy of the Company that rate-sensitive assets less rate-sensitive liabilites to total assets be kept within a range of 80% to 130%. The Company's strategy is to remain near neutral when rates are likely to remain stable and shifting slightly toward a negative gap when rates are expected to decline and a positive gap when rates are expected to rise. The Company is continuing to pursue a strategy to attain a neutral to a slightly negative gap position in the belief that the current interest rate cycle has peaked. In any event, the Company does not anticipate that its earnings will be materially impacted in 1996 regardless of the direction interest rates may trend. Effects of Changing Prices The Company's asset and liability structure is substantially different from that of an industrial company in that most of its assets and liabilities are monetary in nature. Management believes the impact of inflation on financial results depends upon the Company's ability to react to changes in interest rates and, by such reaction, reduce the inflationary impact on performance. Interest rates do not necessarily move in the same direction at the same time, or at the same magnitude, as the prices of other goods and services. As discussed previously, management relies on its ability to manage the relationship between interest-sensitive assets and liabilities to protect against wide interest rate fluctuations, including those resulting from inflation. Future Accounting Changes The FASB has issued SFAS No.121, Accounting for the Impairment of Long-Lived Assets to be Disposed Of. This Statement establishes guidance for recognizing and measuring impairment loses and requires that the carrying amount of impaired assets be reduced to fair value. Long-lived assets and certain identifiable intangibles must be reviewed for impairment whenever events indicate that the carrying amount of the assets may not be recoverable. SFAS No.121 is effective in 1996 for the Company. Management does not believe the adoption of SFAS No.121 will have any material effect on results of operation or financial condition in 1996. SFAS No.122, Accounting for Mortgage Servicing Rights, pertains to mortgage banking and financial institutions that conduct operations that are substantially similar to the primary operations of a mortgage banking enterprise. The Statement eliminates the accounting distinction between mortgage servicing rights that are acquired through loan origination activities and those acquired through purchase transactions. Under this Statement, if the Company enters into mortgage banking activities and sells or securitizes loans and retains the mortgage servicing rights, the Company must allocate the total cost of the mortgage loans to the mortgage servicing rights and the loans (without the rights) based on their relative fair values. SFAS No.122 is effective for the Company in 1996. Since the Company does not currently engage in mortgage banking activities, it does not expect adoption of this Statement to have any material effect on 1996 operations or financial position. SFAS No.123, Stock Based Compensation, is effective for the Company in 1996. This Statement requires expanded disclosures rather than recognition of compensation cost as was originally required by the exposure draft of this Statement for fixed, at the money, options. However, employers are encouraged to recognize the cost of stock- based compensation plans in their financial statements. Currently, the Company has no stock-based compensation plans and adoption of SFAS No. 123 is not expected to have any effect on 1996 financial statements. Tables included in Annual Report (Table dollar amounts in thousands) Table 1 -- Selected Financial Data Summary* 1995 1994 1993 1992 1991 Results of Operations For the year Net interest income $10,983 $11,301 $11,881 $12,484 $7,308 Provision for loan losses 30 115 357 686 102 Non-interest income 1,456 2,588 1,628 1,572 1,321 Non-interest expense 8,229 9,040 9,243 8,834 5,687 Income before income tax and accounting method change 4,180 4,734 3,909 4,536 2,840 Income tax 1,651 1,864 1,438 1,674 940 Income before accounting method change 2,529 2,870 2,472 2,862 1,900 Accounting method change 450 Net income 2,529 2,870 2,922 2,862 1,900 Dividends paid on common stock 863 683 580 478 257 Dividends paid on preferred stock 139 157 185 190 190 Per Common Share Income before accounting method change $1.91 $2.17 $1.83 $2.14 $2.05 Net income 1.91 2.17 2.19 2.14 2.05 Dividends paid .69 .60 .51 .42 .34 Book value--end of period Excluding SFAS No. 115 adjustment 20.83 19.60 17.99 16.27 14.51 Including SFAS No. 115 adjustment 20.98 17.49 Market price--end of period 25.00 21.00 22.28 19.80 13.39 At Year End Total assets $313,067$306,047 $355,992$368,924$373,764 Securities and other investments 94,110 96,270 133,747 146,593 145,737 Total loans 201,355 194,736 205,508 204,000 206,597 Allowance for loan losses 2,754 2,784 2,682 2,686 3,008 Total deposits 262,346 261,371 310,063 323,777 323,522 Long-term debt 6,000 7,500 9,375 10,645 14,705 Preferred stock 2,000 2,400 2,700 3,000 3,000 Shareholders' equity 28,245 24,282 25,203 23,347 21,154 Financial Ratios Return on average assets .82% .86% .81% .79% .92% Return on average common shareholders' equity 9.71 12.18 12.61 13.88 14.65 Allowance for loan losses to total loans (year end) 1.37 1.43 1.31 1.32 1.46 Shareholders' equity to total assets (year end) 9.02 7.93 7.08 6.33 5.66 Tier I capital to total assets 8.84 8.69 7.01 6.25 5.51 Total capital to risk- adjusted assets 16.57 17.11 14.12 13.34 11.72 Average equity to average total assets 8.70 7.39 6.83 6.11 7.09 Dividend payout ratio 39.64 25.15 21.16 17.89 15.03 * The Company acquired Regional Bank effective December 31, 1991 and sold three of Regional Bank's branches in October, 1994. The acquisition and sale affects comparative analysis in certain information in this table. Table 2 -- Changes in Net Interest Income and Net Interest Margin (Taxable Equivalent Basis)* Percent Change 1995 1994 1993 1995/94 1994/93 Interest income Loans $16,938 $15,941 $16,536 6.3 (3.6) Securities 5,655 6,265 7,572 (9.7) (17.3) Federal funds sold 305 116 242 162.9 (52.1) Short-term investments 49 15 37 226.7 (59.5) Total interest income 22,947 22,337 24,387 2.7 (8.4) Interest expense NOW and super NOW accounts 833 832 847 0.1 (1.8) Money market investment accounts 1,297 1,216 1,367 6.7 (11.0) Savings deposits 894 742 750 20.5 (1.1) Certificates of deposit and other time deposits 7,284 6,997 8,429 4.1 (17.0) Borrowings 1,544 1,114 952 38.6 17.0 Total interest expense 11,852 10,901 12,345 8.7 (11.7) Net interest income $11,095 $11,436 $12,042 (3.0) (5.0) Net interest margin 3.77% 3.57% 3.52% 5.6 1.4 * Adjusted to reflect income related to securities and loans exempt from Federal income taxes reduced by nondeductible portion of interest expense. Table 3 -- Volume/Rate Analysis of Changes in Net Interest Income (Taxable Equivalent Basis)* 1995 vs. 1994 1994 vs. 1993 Volume Rate Total Volume Rate Total Interest income Loans $(505) $1,502 $997 $64 $(659) $(595) Investment securities (1,270) 660 (610) (941) (366) (1,307) Federal funds sold 131 58 189 (200) 74 (126) Short-term investments 17 17 34 (13) (9) (22) Total interest income (1,627) 2,237 610 (1,090) (960) (2,050) Interest expense NOW and super NOW accounts (114) 115 1 (2) (13) (15) Money market investment accounts (255) 336 81 (175) 24 (151) Savings deposits (38) 190 152 19 (27) (8) Certificates of deposit (886) 1,173 287 (942) (489) (1,431) Borrowings 60 370 430 (83) 244 161 Total interest expense (1,233) 2,184 951 (1,183) (261) (1,444) Change in net interest income$ (394) $53 (341) $93 $(699) (606) Change in taxable equivalent adjustments 23 26 Change in net interest income after taxable equivalent adjustments $ (318) $(580) *Adjusted to reflect income related to securities and loans exempt from Federal income taxes reduced by nondeductible portion of interest expense. Table 4 -- Non-interest Income and Expense Percent Change 1995 1994 1993 1995/94 1994/93 Non-interest income Insurance commissions $473 $509 $580 (7.1) (12.2) Trust fees 189 200 196 (5.5) 2.0 Service charges on deposit accounts 450 475 542 (5.3) (12.4) Securities gains (losses) 16 (154) 15 Gain on sale of branches 1,229 Other income 328 329 295 (0.3) 11.5 Total non-interest income $1,456 $2,588 $1,628 (43.7) 59.0 Non-interest expense Salaries and employee benefits $4,467 $4,553 $4,613 (1.9) (1.3) Premises and equipment expense 1,469 1,521 1,615 (3.4) (5.8) Professional fees 205 395 258 (48.1) 53.1 Amortization of intangibles 40 46 54 (13.0) (14.8) FDIC insurance 395 666 639 (40.7) 4.2 Other expense 1,653 1,859 2,064 (11.1) (9.9) Total non-interest expense $8,229 $9,040 $9,243 (9.0) (2.2) Net non-interest expense as a percent of average assets 2.20% 1.93% 2.11% Table 5 -- Average Balance Sheet and Net Interest Analysis (Taxable Equivalent Basis)* DECEMBER 31, 1995 Average Yield/ Balance Interest Rate Assets Short-term investments $812 $49 6.03% Federal funds sold 5,196 305 5.87 Securities Taxable 85,421 5,326 6.24 Tax-exempt 4,327 329 7.60 Total securities 89,748 5,655 6.30 Loans:** Commercial 64,589 6,116 9.47 Real estate mortgage 116,314 8,815 7.58 Consumer 15,760 1,807 11.47 Government guaranteed loans 2,383 200 8.39 Total loans 199,046 16,938 8.51 Total earning assets 294,802 22,947 7.79 Allowance for loan losses (2,732) Unrealized losses on securities (1,054) Cash and due from banks 7,744 Premises and equipment 5,799 Other assets 3,104 Total assets $307,663 Liabilities Interest-bearing deposits: NOW and super NOW accounts $30,906 833 2.70 Money market investment accounts 35,369 1,297 3.67 Savings 26,979 894 3.31 Certificates of deposit and other time deposits 136,952 7,284 5.32 Total interest-bearing deposits 230,206 10,308 4.48 Short-term borrowings 15,947 932 5.84 Long-term debt 6,950 612 8.81 Total interest-bearing liabilities 253,103 11,852 4.68 Noninterest-bearing demand deposits 24,545 Other liabilities 3,243 Total liabilities 280,891 Shareholders' equity 26,772 Total liabilities and shareholders' equity $307,663 $11,852 4.02*** Net interest income $11,095 3.77% Conversion of tax exempt income to a fully taxable equivalent basis using a marginal rate of 34% $112 * Adjusted to reflect income related to securities and loans exempt from Federal income taxes reduced by nondeductible portion of interest expense. ** Nonaccruning loans have been included in the average balances. *** Total interest expense divided by total earnings assets. Table 5 -- Average Balance Sheet and Net Interest Analysis (Taxable Equivalent Basis)* DECEMBER 31, 1994 Average Yield/ Balance Interest Rate Assets Short-term investments $451 $15 3.33% Federal funds sold 2,751 116 4.22 Securities Taxable 105,941 5,871 5.54 Tax-exempt 4,916 394 8.01 Total securities 110,857 6,265 5.65 Loans:** Commercial 66,002 5,697 8.63 Real estate mortgage 123,423 8,521 6.90 Consumer 14,179 1,530 10.79 Government guaranteed loans 3,064 193 6.30 Total loans 206,668 15,941 7.71 Total earning assets 320,727 22,337 6.97 Allowance for loan losses (2,760) Unrealized losses on securities (1,471) Cash and due from banks 7,633 Premises and equipment 6,297 Other assets 4,425 Total assets $334,851 Liabilities Interest-bearing deposits: NOW and super NOW accounts $35,435 832 2.35 Money market investment accounts 43,527 1,216 2.79 Savings 28,357 742 2.62 Certificates of deposit and other time deposits 155,317 6,997 4.50 Total interest-bearing deposits 262,636 9,787 3.73 Short-term borrowings 11,694 483 4.13 Long-term debt 8,835 631 7.14 Total interest-bearing liabilities 283,165 10,901 3.85 Noninterest-bearing demand deposits 23,678 Other liabilities 3,250 Total liabilities 310,093 Shareholders' equity 24,758 Total liabilities and shareholders' equity $334,851 $10,901 3.40*** Net interest income $11,436 3.57% Conversion of tax exempt income to a fully taxable equivalent basis using a marginal rate of 34% $135 * Adjusted to reflect income related to securities and loans exempt from Federal income taxes reduced by nondeductible portion of interest expense. ** Nonaccruning loans have been included in the average balances. *** Total interest expense divided by total earnings assets. Table 5 -- Average Balance Sheet and Net Interest Analysis (Taxable Equivalent Basis)* DECEMBER 31, 1993 Average Yield/ Balance Interest Rate Assets Short-term investments $782 $37 4.73% Federal funds sold 8,083 242 2.99 Securities Taxable 121,413 7,099 5.85 Tax-exempt 5,781 473 8.18 Total securities 127,194 7,572 5.95 Loans:** Commercial 60,974 5,246 8.60 Real estate mortgage 125,896 9,416 7.48 Consumer 15,658 1,677 10.71 Government guaranteed loans 3,537 197 5.57 Total loans 206,065 16,536 8.02 Total earning assets 342,124 24,387 7.13 Allowance for loan losses (2,708) Unrealized losses on securities Cash and due from banks 8,565 Premises and equipment 6,862 Other assets 5,439 Total assets $360,282 Liabilities Interest-bearing deposits: NOW and super NOW accounts $35,538 847 2.38 Money market investment accounts 49,806 1,367 2.74 Savings 27,651 750 2.71 Certificates of deposit and other time deposits 175,772 8,428 4.80 Total interest-bearing deposits 288,767 11,392 3.95 Short-term borrowings 11,239 323 2.87 Long-term debt 10,313 630 6.10 Total interest-bearing liabilities 310,319 12,345 3.98 Noninterest-bearing demand deposits 21,672 Other liabilities 3,671 Total liabilities 335,662 Shareholders' equity 24,620 Total liabilities and shareholders' equity $360,282 $12,345 3.61*** Net interest income $12,042 3.52% Conversion of tax exempt income to a fully taxable equivalent basis using a marginal rate of 34% $161 * Adjusted to reflect income related to securities and loans exempt from Federal income taxes reduced by nondeductible portion of interest expense. ** Nonaccruning loans have been included in the average balances. *** Total interest expense divided by total earnings assets. Table 6 -- Underperforming Loans 1995 1994 1993 1992 1991 Nonaccruing loans $1,569 $1,030 $1,208 $2,543 $3,564 Accruing loans contractually past due 90 days or more as to principal or interest payments 34 113 1,866 Restructured loans 16 267 2,287 Total $1,603 $1,143 $1,224 $2,810 $7,717 Percent of total loans .8% .6% .6% 1.4% 3.7% Table 7 -- Summary of Allowance for Loan Losses 1995 1994 1993 1992 1991 Balance at January 1 $2,784 $2,682 $2,686 $3,008 $1,682 Chargeoffs Commercial 91 6 239 1,123 57 Real estate mortgage 38 65 189 44 25 Consumer 31 21 17 95 151 Total chargeoffs 160 92 445 1,262 233 Recoveries Commercial 61 37 52 199 57 Real estate mortgage 27 15 7 29 Consumer 12 27 32 47 96 Total recoveries 100 79 84 253 182 Net chargeoffs 60 13 361 1,009 51 Addition resulting from acquisition 1,275 Provision for loan losses 30 115 357 687 102 Balance at December 31 $2,754 $2,784 $2,682 $2,686 $3,008 Net chargeoffs to average loans .03% .01% .18% .48% .05% Provision for loan losses to average loans .02% .06% .17% .33% .10% Allowance to total loans at year end 1.37% 1.43% 1.31% 1.32% 1.46% Table 8 -- Average Deposits 1995 1994 1993 Amount Rate Amount Rate Amount Rate Demand $24,545 $23,678 $21,672 NOW and super NOW accounts 30,906 2.70% 35,435 2.35% 35,538 2.38% Money market investment accounts 35,369 3.67 43,527 2.79 49,806 2.74 Savings 26,979 3.31 28,357 2.62 27,651 2.71 Certificates of deposit and other time deposits 136,952 5.32 155,317 4.50 175,772 4.80 Totals $254,751 4.05% $286,314 3.42% $310,439 3.66% As of December 31, 1995, certificates of deposit of $100,000 or more mature as follows: 3 Months 3 - 6 6 - 12 Over 12 or Less Months Months Months Total Certificates of deposit $8,989 $6,953 $4,974 $2,596 $23,512 Percent 38% 30% 21% 11% 100% Table 9 -- Short-term Borrowings 1995 1994 1993 Repurchase Agreements Balance at December 31 $10,735 $9,977 $6,654 Maximum outstanding at any month end 15,174 16,384 13,013 Daily average amount outstanding 10,162 9,041 9,767 Weighted daily average interest rate 5.67% 3.99% 2.86% Weighted daily interest rate at December 31 5.28% 5.39% 2.79% Information related to repurchase agreements is shown in the table above and information on other short-term borrowings is not required since the average balances outstanding during the periods were less than 30% of shareholders' equity. Table 10 -- Loan Portfolio December 31 1995 1994 1993 1992 1991 Types of loans Commercial $7,796 $7,595 $11,028 $16,300 $14,671 Agricultural production financing and othe loans to farmers 9,996 7,859 8,845 7,471 7,994 Commercial real estate mortgage 24,129 25,619 27,036 32,645 35,633 Residential real estate mortgage 103,239 101,455 111,600 101,953 101,556 Farm real estate 28,910 28,358 25,483 22,064 15,024 Construction and development 6,863 7,161 3,455 1,786 4,792 Consumer 18,342 13,870 14,752 17,992 22,491 Government guaranteed loans 2,080 2,819 3,309 3,789 4,436 Total loans $201,355 $194,736 $205,508 $204,000 $206,597 Table 11 -- Maturities and Sensitivities of Commercial, Construction and Certain Other Loans to Changes in Interest Rates at December 31, 1995 Within 1 - 5 Over 1 Year Years 5 Years Total Loan type Commercial $6,189 $1,490 $117 $7,796 Agricultural production financing and other loans to farmers 9,364 205 427 9,996 Construction 6,863 6,863 Government guaranteed loans 187 1,893 2,080 Totals $22,416 $1,882 $2,437 $26,735 Percent 83.9% 7.0% 9.1% 100.0% Rate sensitivity Fixed rate $2,875 $1,372 $543 $4,790 Variable rate 19,541 510 1,894 21,945 Totals $22,416 $1,882 $2,437 $26,735 Table 12 -- Allocation of the Allowance for Loan Losses 1995 1994 1993 December 31 Amount Percent Amount Percent Amount Percent Real estate Residential $134 5% $146 5% $142 5% Farm real estate 14 14 1 Commercial 575 21 702 25 468 18 Construction and development 75 3 52 2 35 1 Total real estate 798 29 914 33 645 24 Commercial Agribusiness 117 4 151 5 182 7 Other commercial 445 16 131 5 226 8 Total commercial 562 20 282 10 408 15 Consumer 131 5 66 2 83 3 Unallocated 1,263 46 1,522 55 1,546 58 Total $2,754 100% $2,784 100% $2,682 100% Table 12 -- Allocation of the Allowance for Loan Losses 1992 1991 December 31 Amount Percent Amount Percent Real estate Residential $ 87 3% $202 7% Farm real estate Commercial 705 26 963 32 Construction and development 16 1 124 4 Total real estate 808 30 1,289 43 Commercial Agribusiness 191 7 273 9 Other commercial 323 12 291 10 Total commercial 514 19 564 19 Consumer 109 4 152 5 Unallocated 1,255 47 1,003 33 Total $2,686 100% $3,008 100% The allocation is based primarily on previous credit loss experience, adjusted for changes in the risk characteristics of each category. Additional amounts are allocated based on an evaluation of the loss potential of individual troubled loans and the anticipated effect of economic conditions on both individual loans and loan categories. Because the allocation is based on estimates and subjective judgement, it is not necessarily indicative of the specific amounts or loan categories in which losses may ultimately occur. Table 13 -- Investment Securities (Carrying Values at December 31) Beyond Within 1 - 5 5 - 10 10 Total 1 Year Years Years Years 1995 Available for sale U.S. Treasury $ 999 $ 2,019 $ 3,018 Federal agencies 3,968 6,163 $2,281 12,412 State and municipal 774 1,695 1,225 $340 4,034 Mortgage-backed securities 107 5,470 3,143 52,047 60,767 Corporate obligations 420 420 Total available for sale $5,848 $15,347 $6,649 $52,807 $80,651 Weighted average yield* 5.21% 5.36% 7.66% 6.49% 6.33% Amounts in the table above are based on scheduled maturity dates. Variable interest rates are subject to change not less than annually based upon certain interest rate indexes. Expected maturities will differ from contractual maturities because issuers may have the right to call or prepay obligations with or without call or prepayment penalties. As of December 31, 1995, there are no corporate bonds and other securities which represent more than 10% of shareholders' equity. *Adjusted to reflect income related to securities exempt from Federal income taxes reduced by nondeductible portion of interest expense. Table 14 -- Rate Sensitivity Analysis at December 31, 1995 Maturing or Repricing 3 Months 1 Year 3 Years Rate-sensitive assets (RSA) $100,487 $92,672 $40,055 Rate-sensitive liabilities (RSL) 92,435 87,631 49,622 Rate sensitivity gap (assets less liabilities) $8,052 $5,041 $(9,567) Rate sensitivity gap (cumulative) $8,052 $13,093 $3,526 Percent of total assets (cumulative) 2.6% 4.2% 1.1% Rate-sensitive assets/ liabilities (cumulative) 108.7% 107.3% 101.5% Table 14 -- Rate Sensitivity Analysis at December 31, 1995 Maturing or Repricing Over 5 Years or 5 Years Insensitive Total Rate-sensitive assets (RSA) $ 24,094 $55,759 $313,067 Rate-sensitive liabilities (RSL) 21,433 61,946 313,067 Rate sensitivity gap (assets less liabilities) $2,661 $(6,187) Rate sensitivity gap (cumulative) $6,187 Percent of total assets (cumulative) 2.0% Rate-sensitive assets/ liabilities (cumulative) 102.5% Table 15 -- Quarterly Financial Information 1995 Fourth Third Second First Total interest income $5,908 $5,784 $5,658 $5,485 Total interest expense 3,047 3,060 2,986 2,758 Net interest income 2,861 2,724 2,672 2,727 Provision for loan losses 12 9 6 3 Net interest income after provision for loan losses 2,849 2,715 2,666 2,724 Non-interest income 343 334 430 350 Non-interest expense 1,961 2,003 2,103 2,163 Income before income tax 1,231 1,046 993 911 Income tax 485 417 392 357 Net income 746 629 601 554 Net income per common share .57 .47 .45 .41 Dividends paid per common share .20 .17 .16 .16 1994 Fourth Third Second First Total interest income $5,504 $5,660 $5,566 $5,472 Total interest expense 2,691 2,768 2,702 2,740 Net interest income 2,813 2,892 2,864 2,732 Provision for loan losses 30 42 43 Net interest income after provision for loan losses 2,813 2,862 2,822 2,689 Non-interest income 1,593 369 231 393 Non-interest expense 2,074 2,304 2,364 2,297 Income before income tax 2,332 927 689 785 Income tax 929 358 272 304 Net income 1,403 569 417 481 Net income per common share 1.08 .43 .30 .36 Dividends paid per common share .16 .15 .15 .14 GRAPHS INCLUDED IN THE ANNUAL REPORT Common Dividend Payout Ratio Dividends Per Common Share (Percent) (Dollars) YEAR PERCENT YEAR DOLLARS 1991 15.03% 1991 .34 1992 17.89% 1992 .42 1993 21.16% 1993 .51 1994 25.15% 1994 .60 1995 36.12% 1995 .69 Long Term Debt Net Interest Margin (Millions of Dollars) (Percent) YEAR DOLLARS YEAR PERCENT 1991 14.7 1991 3.78% 1992 10.6 1992 3.66% 1993 9.4 1993 3.52% 1994 7.5 1994 3.57% 1995 6.0 1995 3.77% Long Term Debt/Equity Book Value Per Share (Percent) YEAR PERCENT YEAR 1991 69.51% 1991 14.51 1992 45.59% 1992 16.27 1993 37.20% 1993 17.99 1994 30.89% 1994 17.49 1995 21.24% 1995 20.98 Overhead Expense to Tier 1 Capital to Average Assets Total Assets (Percent) (Percent) PEER YEAR IUB GROUP AVG. YEAR PERCENT 1991 2.75% 3.68% 1991 5.51% 1992 2.43% 3.76% 1992 6.25% 1993 2.57% 3.64% 1993 7.01% 1994 2.70% 3.42% 1994 8.69% 1995 2.76% 3.38%* 1995 8.84% (*through 9-30-95) Net Loan Losses to Nonperforming Assets to Average Loans Total Assets (Percent) (Percent) PEER PEER YEAR IUB GROUP AVG. YEAR IUB GROUP AVG. 1991 .05% .78% 1991 1.76% 2.48% 1992 .48% .62% 1992 1.13% 1.88% 1993 .18% .39% 1993 .81% 1.25% 1994 .01% .25% 1994 .41% .98% 1995 .03% .19%* 1995 .52% .85%* (*through 9-30-95) (*through 9-30-95) Net Income (Thousand of Dollars) OPERATING NON-RECURRING YEAR INCOME INCOME 1991 1,900 1992 2,862 1993 2,472 450 1994 2,125 745 1995 2,529 Report of Management on Responsibility for Financial Information The consolidated financial statements and related financial information presented in this annual report have been prepared by the management of Indiana united Bancorp in accordance with generally accepted accounting principles, and include amounts based on management's best estimates and judgements at the time of preparation. In presenting this financial information, management is responsible for its integrity, content and consistency of preparation. To meet this responsibility, management maintains a system on internal controls, policies, and administrative procedures designed to provide reasonable assurance that transactions are recorded accurately. As an integral part of the internal control structure, the Company maintains a professional staff of internal auditors who monitor compliance with regulations, policies and procedures, and assess the effectiveness of the internal control structure. In addition, the Company's audit committee, which is comprised entirely of outside directors, meets periodically with management, internal auditors and/or independent auditors to review the scope and results of audit activities and the responses thereto by management. Internal auditors, independent auditors and banking regulators have unrestricted access to the audit committee. Management believes the Company's system provides a basis for the preparation of reliable financial statements. The Company's consolidated financial statements have been audited by Geo. S. Olive & Co. LLC. Their Responsibility is to express an opinion as to the integrity of the Company's consolidated financial statements and, in performing their audit, to evaluate the Company's internal control structure to the extent they deem necessary in order to issue such opinion. As described further in their report that follows, their opinion is based on their audit, which was conducted in accordance with generally accepted auditing standards and is believed by them to provide a reasonable basis for their opinion. The selection of Geo. S. Olive & Co. LLC was approved by the Board of Directors and ratified by shareholders. /s/Robert E. Hoptry /s/Jay B. Fager Robert E. Hoptry Jay B. Fager Chief Executive Officer Chief Financial Officer Report of Independent Certified Public Accountants To the Shareholders and Board of Directors Indiana United Bancorp Greensburg, Indiana We have audited the consolidated balance sheet of Indiana United Bancorp and subsidiaries as of December 31, 1995 and 1994, and the related consolidated statements of income, changes in shareholders' equity and cash flows for each of the three years in the period ended December 31, 1995. These consolidated financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on these consolidated financial statements based on our audits. We conducted our audits in accordance with generally accepted auditing standards. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion. In our opinion, the consolidated financial statements described above present fairly, in all material respects, the consolidated financial position of Indiana United Bancorp and subsidiaries as of December 31, 1995 and 1994, and the results of their operations and their cash flows for each of the three years in the period ended December 31, 1995, in conformity with generally accepted accounting principles. As discussed in the notes to the consolidated financial statements, the Company changed its method of accounting for investments in securities in 1994 and income taxes in 1993. /s/Geo. S. Olive & Co. Indianapolis, Indiana January 26, 1996 Consolidated Balance Sheet December 31 1995 1994 Assets Cash and due from banks $ 11,707,236 $ 8,549,379 Interest-bearing demand deposits 71,698 156,242 Federal funds sold 7,150,000 2,875,000 Cash and cash equivalents 18,928,934 11,580,621 Short-term investments 5,100,000 147,157 Investment securities Available for sale 80,650,912 83,838,926 Held to maturity 8,114,803 Total investment securities 80,650,912 91,953,729 Loans 201,354,517 194,735,848 Allowance for loan losses (2,754,227) (2,783,889) Net loans 198,600,290 191,951,959 Premises and equipment 6,024,994 5,459,802 Federal Home Loan Bank stock 1,137,815 1,137,815 Income receivable 1,974,331 1,895,961 Core deposit intangibles 141,638 182,106 Other assets 508,094 1,737,994 Total assets $313,067,008 $306,047,144 Liabilities Deposits Noninterest bearing $ 30,335,037 $ 28,360,361 Interest bearing 232,011,066 233,010,316 Total deposits 262,346,103 261,370,677 Short-term borrowings 13,240,300 10,800,874 Long-term debt 6,000,000 7,500,000 Interest payable 1,388,635 864,340 Other liabilities 1,846,551 1,229,195 Total liabilities 284,821,589 281,765,086 Commitments and Contingencies Shareholders' Equity Preferred stock Authorized-400,000 shares Issued and outstanding-20,000 and 24,000 Series M-1987 convertible preferred shares 2,000,000 2,400,000 Common stock, $1 par value Authorized-3,000,000 shares Issued and outstanding- 1,250,897 shares 1,250,897 1,250,897 Paid-in capital 10,677,045 10,677,045 Retained earnings 14,122,382 12,595,589 Net unrealized gain (loss) on securities available for sale 195,095 (2,641,473) Total shareholders' equity 28,245,419 24,282,058 Total liabilities and shareholders' equity $313,067,008 $306,047,144 See notes to consolidated financial statements. Consolidated Statement of Income Year Ended December 31 1995 1994 1993 Interest Income Loans receivable $16,938,330 $15,940,601 $16,536,492 Investment securities Taxable 5,326,297 5,871,583 7,099,319 Tax exempt 216,816 259,772 311,778 Federal funds sold 304,619 115,626 241,834 Short-term investments 49,002 15,075 36,686 Total interest income 22,835,064 22,202,657 24,226,109 Interest Expense Deposits 10,307,724 9,787,434 11,392,325 Short-term borrowings 931,944 482,907 323,341 Long-term debt 611,978 630,901 629,475 Total interest expense 11,851,646 10,901,242 12,345,141 Net Interest Income 10,983,418 11,301,415 11,880,968 Provision for loan losses 30,000 115,000 357,000 Net Interest Income After Provision for Loan Losses 10,953,418 11,186,415 11,523,968 Noninterest Income Insurance commissions 472,998 508,935 580,370 Fiduciary activities 189,417 200,241 195,553 Service charges on deposit accounts 450,060 474,896 541,608 Securities gains (losses), net 16,296 (154,297) 15,192 Gain on sale of branches 1,228,751 Other income 328,032 329,346 295,348 Total noninterest income 1,456,803 2,587,872 1,628,071 Noninterest Expense Salaries and employee benefits 4,467,408 4,552,848 4,612,984 Net occupancy expenses 804,977 835,351 888,867 Equipment expenses 664,109 685,805 726,458 Professional fees 204,578 395,383 258,090 Deposit insurance expense 394,672 666,402 639,404 Amortization of core deposit intangibles 40,468 45,527 53,854 Other expenses 1,653,251 1,858,864 2,063,202 Total noninterest expense 8,229,463 9,040,180 9,242,859 Income Before Income Tax and Cumulative Effect of Change in Accounting Method 4,180,758 4,734,107 3,909,180 Income tax expense 1,651,366 1,863,756 1,437,625 Income Before Cumulative Effect of Change in Accounting Method 2,529,392 2,870,351 2,471,555 Cumulative Effect of Change in Method of Accounting for Income Taxes 450,000 Net Income $2,529,392 $ 2,870,351 $ 2,921,555 Per Common Share Income before cumulative effect of change in accounting method $ 1.91 $ 2.17 $ 1.83 Net income 1.91 2.17 2.19 Weighted Average Shares Outstanding 1,250,897 1,250,897 1,250,897 See notes to consolidated financial statements Consolidated Statement of Changes in Shareholders' Equity Preferred Stock Common Stock Shares Amount Shares Amount Balances, January 1, 1993 30,000 $3,000,000 1,137,578 $1,137,578 Net income for 1993 Cash dividends Preferred stock- $6.34 per share Common stock- $.51 per share Redemption of preferred stock (3,000) (300,000) Balances, December 31, 1993 27,000 2,700,000 1,137,578 1,137,578 Net income for 1994 Cash dividends Preferred stock- $6.34 per share Common stock- $.60 share 10% stock dividend 113,319 113,319 Adjustment for cash paid in lieu of issuing fractional shares Cumulative effect of change in method of accounting for securities, net of taxes of $555,129 Net change in unrealized loss on securities available for sale, net of taxes of $2,287,561 Redemption of preferred stock (3,000) (300,000) Balances, December 31, 1994 24,000 2,400,000 1,250,897 1,250,897 Net income for 1995 Cash dividends Preferred stock- $6.34 per share Common stock- $.69 share Net change in unrealized loss on securities available for sale, net of taxes of $1,860,514 Redemption of preferred stock (4,000) (400,000) Balances, December 31, 1995 20,000 $2,000,000 1,250,897 $1,250,897 See notes to consolidated financial statements. Consolidated Statement of Changes in Shareholders' Equity Net Unrealized Gain (Loss) On Securities Paid-In Retained Available For Capital Earnings Sale Total Balances, January 1, 1993 $8,099,038 $11,110,504 $23,347,120 Net income for 1993 2,921,555 2,921,555 Cash dividends Preferred stock- $6.34 per share (185,445) (185,445) Common stock- $.51 per share (580,165) (580,165) Redemption of preferred stock (300,000) Balances, December 31, 1993 8,099,038 13,266,449 25,203,065 Net income for 1994 2,870,351 2,870,351 Cash dividends Preferred stock- $6.34 per share (156,915) (156,915) Common stock- $.60 share (682,546) (682,546) 10% stock dividend 2,578,007 (2,691,326) Adjustment for cash paid in lieu of issuing fractional shares (10,424) (10,424) Cumulative effect of change in method of accounting for securities, net of taxes of $555,129 $846,177 846,177 Net change in unrealized loss on securities available for sale, net of taxes of $2,287,561 (3,487,650) (3,487,650) Redemption of preferred stock (300,000) Balances, December 31, 1994 10,677,045 12,595,589 (2,641,473) 24,282,058 Net income for 1995 2,529,392 2,529,392 Cash dividends Preferred stock- $6.34 per share (139,480) (139,480) Common stock- $.69 share (863,119) (863,119) Net change in unrealized loss on securities available for sale, net of taxes of $1,860,514 2,836,568 2,836,568 Redemption of preferred stock (400,000) Balances, December 31, 1995 $10,677,045 $14,122,382 $195,095 $28,245,419 See notes to consolidated financial statements. Consolidated Statement of Cash Flows Year Ended December 31 1995 1994 1993 Operating Activities Net income $ 2,529,392 $ 2,870,351 $ 2,921,555 Adjustments to reconcile net income to net cash provided by operating activities Provision for loan losses 30,000 115,000 357,000 Depreciation and amortization 623,686 621,777 710,620 Deferred income tax (60,950) (158,955) (511,761) Securities amortization, net 105,445 128,563 119,710 Amortization of fair value adjustments on loans and deposits 81,544 (34,768) (182,942) Amortization of core deposit intangibles 40,468 45,527 53,854 Securities (gains) losses (16,296) 154,297 (15,192) Net change in Income receivable (78,370) 68,069 524,479 Interest payable 524,295 52,213 (32,175) Gain on sale of branches (1,228,751) Other adjustments 44,534 152,967 410,832 Net cash provided by operating activities 3,823,748 2,786,290 4,355,980 Investing Activities Net change in short-term investments (4,952,843) 100,825 100,418 Purchases of securities available for sale (5,738,936)(24,219,400) Proceeds from maturities and paydowns of securities available for sale 11,841,444 27,871,655 Proceeds from sales of securities available for sale 9,369,943 26,477,204 Purchases of securities held to maturity (324,520) (2,429,679) (58,876,397) Proceeds from maturities and paydowns of securities held to maturity 752,427 791,211 61,756,230 Proceeds from sales of securities held to maturity 2,279,420 Net change in loans (6,833,403) (2,475,422) (2,719,668) Purchases of premises and equipment (1,195,505) (454,942) (372,033) Proceeds from sale of other real estate 63,177 1,579,817 1,260,253 Net cash and cash equivalents paid in branch sales (9,019,963) Other investing activities 10,000 17,573 (26,953) Net cash provided by investing activities 2,991,784 18,238,879 3,401,270 Financing Activities Net change in Noninterest-bearing, NOW, money market and savings deposits (3,040,069) (7,872,722) (2,945,321) Certificates of deposit 4,036,023 (16,212,020) (10,682,445) Short-term borrowings 439,426 2,331,938 (826,000) Repayment of long-term debt (1,500,000) (1,875,000) (1,270,000) FHLB advances 5,190,000 Repayment of FHLB advances (3,190,000) Cash dividends (1,002,599) (839,461) (765,610) Redemption of preferred stock (400,000) (300,000) (300,000) Other financing activities (10,424) Net cash provided (used) by financing activities 532,781 (24,777,689) (16,789,376) Net Increase (Decrease) in Cash and Cash Equivalents 7,348,313 (3,752,520) (9,032,126) Cash and Cash Equivalents, Beginning of Year 11,580,621 15,333,141 24,365,267 Cash and Cash Equivalents, End of Year $18,928,934 $11,580,621 $15,333,141 Additional Cash Flows Information Interest paid $11,327,351 $10,931,300 $12,377,300 Income tax paid 1,943,281 1,628,500 1,568,800 See notes to consolidated financial statements. Notes to Consolidated Financial Statements (Table Dollar Amounts in Thousands) NATURE OF OPERATIONS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES The accounting and reporting policies of Indiana United Bancorp ("Company"), and its wholly owned subsidiaries, ("Banks"), conform to generally accepted accounting principles and reporting practices followed by the banking industry. The more significant of the policies are described below. The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the amounts reported in the financial statements and accompanying notes. Actual results could differ from those estimates. The Company is a bank holding company whose principal activity is the ownership and management of the Banks. Union Bank and Trust Company of Indiana ("Union Bank") headquartered in Greensburg, Indiana operates under a state charter and is subject to regulation by the Indiana Department of Financial Institutions and the Federal Deposit Insurance Corporation ("FDIC"). Regional Federal Savings Bank ("Regional Bank"), headquartered in New Albany, Indiana is a federally-chartered thrift and is subject to regulation by the Office of Thrift Supervision and the FDIC. The Banks generate commercial, mortgage and consumer loans and receive deposits from customers located primarily in Decatur, Floyd and Jay Counties, Indiana, and surrounding counties. The Banks' loans are generally secured by specific items of collateral including real property, consumer assets and business assets. Although the Banks have diversified loan portfolios, a substantial portion of their debtors' ability to honor their contracts is dependent upon economic conditions in the agricultural industry. Consolidation-The consolidated financial statements include the accounts of the Company and the Banks after elimination of all material intercompany transactions and accounts. Investment Securities-The Company adopted Statement of Financial Accounting Standards ("SFAS") No. 115, Accounting For Certain Investments in Debt and Equity Securities, on January 1, 1994. Debt securities are classified as held to maturity ("HTM") when the Company has the positive intent and ability to hold the securities to maturity. Securities HTM are carried at amortized cost. Debt securities not classified as HTM are classified as available for sale ("AFG"). Securities AFS are carried at fair value with unrealized gains and losses reported separately through shareholders' equity, net of tax. Notes to Consolidated Financial Statements (Table Dollar Amounts in Thousands) Amortization of premiums and accretion of discounts are recorded as interest income from securities. Realized gains and losses are recorded as net security gains (losses). Gains and losses on sales of securities are determined on the specific-identification method. At January 1, 1994, investment securities with an approximate carrying value of $125,081,000 were reclassified as AFS. This reclassification resulted in an increase in total shareholders' equity, net of tax, of $846,177. Prior to the adoption of SFAS No. 115, investment securities were carried at cost, adjusted for amortization of premiums and discounts. Realized gains and losses on sales were included in other income. Gains and losses on the sales of securities were determined on the specific-identification method. Loans are carried at the principal amount outstanding. Interest income is accrued on the principal balances of loans. Loans are placed in a nonaccrual status when the collection of interest becomes doubtful. Interest income previously accrued but not deemed collectible is reversed and charged against current income. Interest on these loans is then recognized as income when collected. Certain loan fees and direct costs are being deferred and amortized as an adjustment of yield on the loans. Provision for loan losses and the adequacy of the allowance for loan losses are based on management's continuing review and evaluation of the loan portfolio, current economic conditions, past loss experience and other pertinent factors. Impaired loans are measured by the present value of expected cash flows, or the fair value of the collateral of the loan, if collateral dependent. The determination of the adequacy of the allowance for loan losses is based on estimates that are particularly susceptible to significant changes in the economic environment and market conditions. Management believes that as of December 31, 1995, the allowance for loan losses is adequate based on information currently available. A worsening or protracted economic decline in the area within which the Company operates would increase the likelihood of additional losses due to credit and market risks and could create the need for additional loss reserves. Premises and equipment are carried at cost net of accumulated depreciation. Depreciation is computed using the straight-line method for premises and the declining-balance method for equipment based principally on the estimated useful lives of the assets. Maintenance and repairs are expensed as incurred while major additions and improvements are capitalized. Gains and losses on dispositions are included in current operations. Federal Home Loan Bank stock is a required investment for institutions that are members of the Federal Home Loan Bank ("FHLB") system. The required investment in the common stock is based on a predetermined formula. Core deposit intangibles resulting from the value of the future stream of income allocated to customer deposits acquired in acquisitions is being amortized over a period of 15 years using accelerated methods. Notes to Consolidated Financial Statements (Table Dollar Amounts in Thousands) Advertising costs are expensed as incurred. Income tax in the consolidated statement of income includes deferred income tax provisions or benefits for all significant temporary differences in recognizing income and expenses for financial reporting and income tax purposes. The Company files consolidated income tax returns with its subsidiaries. Earnings per share have been computed based upon the weighted average common shares and common equivalent shares outstanding during each year, after retroactive adjustment for the 10% stock dividend in 1994. RESTRICTION ON CASH AND DUE FROM BANKS The Banks are required to maintain reserve funds in cash and/or on deposit with the Federal Reserve Bank. The reserve required at December 31, 1995, was $1,313,000. INVESTMENT SECURITIES December 31, 1995 Gross Gross Amortized Unrealized Unrealized Fair Cost Gains Losses Value Available for sale U.S. Treasury $ 3,016 $ 12 $ 10 $3,018 Federal agencies 12,257 259 104 12,412 State and municipal 3,955 80 1 4,034 Mortgage-backed securities 60,610 582 425 60,767 Corporate obligations 480 60 420 Total investment securities $80,318 $933 $600 $80,651 December 31, 1994 Available for sale U.S. Treasury $3,221 $ 138 $ 3,083 Federal agencies 9,921 $ 6 629 9,298 State and municipal 2,064 11 15 2,060 Mortgage-backed securities 70,281 35 3,421 66,895 Corporate obligations 2,590 2 89 2,503 Total available for sale 88,077 54 4,292 83,839 Held to maturity Federal agencies 1,100 32 1,068 State and municipal 3,012 76 2,936 Mortgage-backed securities 4,003 307 3,696 Total held to maturity 8,115 415 7,700 Total investment securities $96,192 $54 $4,707 $91,539 Notes to Consolidated Financial Statements (Table Dollar Amounts in Thousands) The amortized cost and fair value of securities AFS at December 31, 1995 by contractual maturity, are shown below. Expected maturities will differ from contractual maturities because issuers may have the right to call or prepay obligations with or without call or prepayment penalties. Maturity Distribution at December 31 Amortized Fair Cost Value Within one year $ 5,771 $ 5,741 Two through five years 9,920 9,877 Six through ten years 3,213 3,506 After ten years 804 760 19,708 19,884 Mortgage-backed securities 60,610 60,767 Totals $80,318 $80,651 Securities with a carrying value of $23,621,600 and $25,552,000 were pledged at December 31, 1995 and 1994 to secure certain deposits and for other purposes as permitted or required by law. On November 29, 1995, the Company transferred certain securities from held to maturity to available for sale in accordance with a transition reclassification allowed by the Financial Accounting Standards Board. Such securities had a carrying value of $7,794,116 and a fair value of $7,906,261. Proceeds from sales of securities available for sale during 1995 and 1994 were $9,369,943 and $26,477,204. Gross gains of $160,945 and $71,348 and gross losses of $144,649 and $225,645 were realized on those sales in 1995 and 1994, respectively. Proceeds from sales of securities HTM during 1993 were $2,279,420. Gross gains of $15,192 were realized on those sales. The tax expense (benefit) for gains (losses) on security transactions for each of the three years in the period ended December 31, 1995 was $6,400, $(61,100) and $6,100. LOANS AND ALLOWANCE December 31 1995 1994 Commercial and industrial loans $ 7,796 $ 7,595 Agricultural production financing 9,996 7,859 Farm real estate 28,910 28,358 Commercial real estate 24,129 25,619 Residential real estate 103,239 101,455 Construction and development 6,863 7,161 Consumer 18,342 13,870 Government guaranteed loans 2,080 2,819 Total loans $201,355 $194,736 Notes to Consolidated Financial Statements (Table Dollar Amounts in Thousands) December 31 1995 1994 1993 Allowance for loan losses Balances, January 1 $2,784 $2,682 $2,686 Provision for losses 30 115 357 Recoveries on loans 100 79 84 Loans charged off (160) (92) (445) Balances, December 31 $2,754 $2,784 $2,682 The Company adopted SFAS No. 114 and No. 118, Accounting by Creditors for Impairment of a Loan and Accounting by Creditors for Impairment of a Loan - Income Recognition and Disclosures, on January 1, 1995. Impaired loans are measured by the present value of expected future cash flows, or the fair value of the collateral of the loan, if collateral dependent. The amount of impaired loans at December 31, 1995 was not material. Underperforming loans, other than impaired, consisting primarily of nonaccrual loans were $1,603,000, $1,143,000 and $1,224,000 at December 31, 1995, 1994 and 1993, respectively. The Banks have entered into transactions with certain directors, executive officers, significant shareholders and their affiliates or associates (related parties). Such transactions were made in the ordinary course of business on substantially the same terms and conditions, including interest rates and collateral, as those prevailing at the same time for comparable transactions with other customers, and did not, in the opinion of management, involve more than normal credit risk or present other unfavorable features. The aggregate amount of loans, as defined, to such related parties was as follows: 1995 1994 Balances, January 1 $5,124 $5,805 Changes in composition of related parties (399) 1,174 New loans, including renewals 2,382 1,276 Payments, etc., including renewals (1,166) (3,131) Balances, December 31 $5,941 $5,124 Notes to Consolidated Financial Statements (Table Dollar Amounts in Thousands) PREMISES AND EQUIPMENT December 31 1995 1994 Land $ 909 $ 720 Buildings 7,054 6,516 Equipment 4,720 4,422 Total cost 12,683 11,658 Accumulated depreciation (6,658) (6,198) Net $6,025 $5,460 DEPOSITS December 31 1995 1994 Noninterest bearing $ 30,335 $ 28,360 Interest-bearing demand 64,649 74,635 Savings deposits 28,828 23,857 Certificates and other time deposits of $100,000 or more 23,512 16,420 Other certificates and time deposits 115,022 118,099 Total deposits $262,346 $261,371 Certificates maturing in years ending after December 31, 1995: 1996 $ 87,655 1997 25,046 1998 15,957 1999 4,907 2000 4,131 Thereafter 838 $138,534 Notes to Consolidated Financial Statements (Table Dollar Amounts in Thousands) SHORT-TERM BORROWINGS December 31 1995 1994 FHLB advances $ 2,000 Securities sold under repurchase agreements 10,735 $ 9,977 U. S. Treasury demand notes 505 824 Total short-term borrowings $13,240 $10,801 Securities sold under agreement to repurchase consist of obligations of the Company to other parties. The obligations are secured by U. S. Treasury securities and Federal agencies, and such collateral is held by a safekeeping agent. The following table summarizes certain information on these repurchase agreements. As of and for the Year Ended December 31 1995 1994 Book value $10,735 $ 9,977 Collateral amortized cost 20,494 22,529 Collateral market value 20,761 21,504 Average balance of agreements during year 10,270 9,832 Highest month-end balance during year 15,174 16,384 Interest payable at end of year 19 21 Weighted average interest rate at end of year 5.19% 5.39% The Company has a FHLB advance of $2,000,000 outstanding at December 31, 1995. The advance is due March 20, 1996 with interest payable monthly at a rate of 5.841%. The FHLB advance is secured by first-mortgage loans. The advance is subject to restrictions or penalties in the event of prepayment. LONG-TERM DEBT Long-term debt at December 31, 1995 consisted of a $6,000,000 secured term loan. In January, 1992, the Company converted a line of credit to an $11,200,000 six-year secured term loan. Interest is payable quarterly and was at the lender's base rate through June 30, 1995. Commencing July 1, 1995, the interest rate converted to the lender's base rate, less .25%. Principal payments are due semiannually. The loan is secured by all Bank stock and the loan agreement contains restrictions on debt, guarantees and mergers, in addition to other affirmative and negative covenants. Annual principal payment requirements are $750,000 in 1996 and $5,250,000 in 1997. Notes to Consolidated Financial Statements (Table Dollar Amounts in Thousands) INCOME TAX Year Ended December 31 1995 1994 1993 Income tax expense Currently payable Federal $1,317 $1,560 $1,127 State 395 463 372 1,712 2,023 1,499 Deferred Federal (50) (128) (49) State (11) (31) (12) Total income tax expense $1,651 $1,864 $1,438 Year Ended December 31 1995 1994 1993 Reconciliation of federal statutory to actual tax expense Federal statutory income tax at 34% $1,421 $1,610 $1,329 Tax exempt interest (63) (77) (102) Effect of state income taxes 253 285 238 Other 40 46 (27) $1,651 $1,864 $1,438 A cumulative net deferred tax liability is included in other liabilities at December 31, 1995, and a cumulative net deferred tax asset is included in other assets at December 31, 1994. The components of the asset (liability) are as follows: December 31 1995 1994 Differences in accounting for loans $(263) $(301) Differences in accounting for securities (49) (62) Differences in accounting for premises and equipment (730) (786) Differences in depreciation methods (160) (130) Differences in accounting for loan losses 506 497 Differences in accounting for securities available for sale (138) 1,712 State income tax 13 15 Other (11) 12 $(832) $957 Assets $519 $2,236 Liabilities (1,351) (1,279) $(832) $ 957 During 1993, the Company adopted SFAS No. 109, Accounting for Income Taxes. As a result, the beginning deferred tax liability was reduced by $450,000, which is reported as the cumulative effect of a change in accounting method. Notes to Consolidated Financial Statements (Table Dollar Amounts in Thousands) COMMITMENTS AND CONTINGENT LIABILITIES In the normal course of business there are outstanding commitments and contingent liabilities, such as commitments to extend credit and standby letters of credit, which are not included in the accompanying financial statements. The Banks' exposure to credit loss in the event of nonperformance by the other party to the financial instruments for commitments to extend credit and standby letters of credit is represented by the contractual or notional amount of those instruments. The Banks use the same credit policies in making such commitments as they do for instruments that are included in the consolidated balance sheet. Financial instruments whose contract amount represents credit risk as of December 31 were as follows: 1995 1994 Commitments to extend credit $21,097 $20,380 Standby letters of credit 155 61 Commitments to extend credit are agreements to lend to a customer as long as there is no violation of any condition established in the contract. Commitments generally have fixed expiration dates or other termination clauses and may require payment of a fee. Since many of the commitments are expected to expire without being drawn upon, the total commitment amounts do not necessarily represent future cash requirements. Collateral held varies but may include accounts receivable, inventory, property and equipment, and income-producing commercial properties. Standby letters of credit are conditional commitments issued by the Banks to guarantee the performance of a customer to a third party. The Company and Banks may from time to time to be subject to claims and lawsuits which arise primarily in the ordinary course of business. Management is presently not aware of any such claims. The deposits of Regional Bank are insured by the Savings Association Insurance Fund ("SAIF") which, together with the Bank Insurance Fund ("BIF"), is administered by the FDIC. SAIF members are presently subject to substantially higher deposit insurance premiums because SAIF has not yet achieved its required level of reserves. A proposed SAIF recapitalization plan provides for a special assessment of approximately .85% of deposits on all SAIF- insured institutions to enable SAIF to achieve its required level of reserves. Based on Regional Bank's deposits as of March 31, 1995, as originally proposed, this assessment equates to approximately $700,000 before taxes. Accordingly, this special assessment would significantly increase non- interest expense and adversely affect the Company's results of operations. Conversely, assuming continuation of Regional Bank's present capital ratio and most recent supervisory rating, and assuming the insurance premium for BIF and SAIF members again equalize, future deposit insurance premiums are expected to decrease and significantly reduce future period non-interest expenses. Notes to Consolidated Financial Statements (Table Dollar Amounts in Thousands) PREFERRED SHARES In 1987, the Company issued 30,000 shares of no-par value, $100 stated value, preferred stock whose holders are entitled to receive preferential and cumulative quarterly dividends at an annual rate that provides an assumed corporate shareholder an after-tax return of 5.7%. For 1993 through 1995, cash dividends were paid at the rate of 6.34% per annum. The shares are entitled to a preference in liquidation in the amount of $100 per share plus accrued and unpaid dividends, but are not entitled to vote except upon the occurrence of certain specified events. The Company has the right to redeem the preferred shares at any time in the amount of $100 per share plus accrued and unpaid dividends. The preferred shares are convertible into common stock, but not redeemable, at the holder's option if the Company has not redeemed them within 10 years from the date of their issuance, or upon the occurrence of certain other specified events. The preferred shares are convertible at 115% of the net book value per common share at the date of conversion. The Company redeemed 4,000 shares of preferred stock in 1995 and 3,000 shares in each 1994 and in 1993. The total redemption price was $400,000 in 1995, $300,000 in 1994 and $300,000 in 1993. The Company's Articles of Incorporation permit the board of directors, without further shareholder approval, to establish the relative rights, designations, preferences and limitations or restrictions of the Company's preferred stock prior to the issuance thereof. RESTRICITONS ON DIVIDENDS Without prior approval, Union Bank is restricted by Indiana law and regulations of the Department of Financial Institutions, State of Indiana, and the FDIC as to the maximum amount of dividends they can pay to the parent to the balance of the undivided profits account, adjusted for defined bad debts and subject to capital maintenance requirements. The Office of Thrift Supervision ("OTS") regulations provide that a savings bank which meets fully phased-in 1994 capital requirements and is subjected only to "normal supervision", such as Regional Bank, may pay out 100% of net income to date over the calendar year and 50% surplus capital existing at the beginning of the calendar year without supervisory approval, but with 30 days prior notice to OTS. At December 31, 1995, total shareholder's equity of Banks was $32,325,000 of which $20,872,000 was restricted from dividend distribution to the Company. As a practical matter, the Banks restrict dividends to a lesser amount because of the need to maintain an adequate capital structure. Notes to Consolidated Financial Statements (Table Dollar Amounts in Thousands) LOAN SERVICING Mortgage loans serviced for others are not included in the accompanying financial statements. The unpaid balances of these loans consist of the following: December 31 1995 1994 Mortgage loan portfolios serviced for FHLMC $ 851 $ 984 FNMA 1,451 1,753 $2,302 $2,737 EMPLOYEE BENEFITS The Company has a defined-contribution retirement plan in which substantially all employees may participate. The Company matched employees' contributions at the rate of $.65 for 1995, and $.60 for 1994 and 1993 for each dollar contributed. In addition, the Company contributed 6.5% of total compensation plus an additional 5.7% of each participant's compensation in excess of $61,200 in 1995, $60,600 in 1994 and $57,600 in 1993. Expense for the plan was $295,862 in 1995, $273,053 in 1994, and $266,709 in 1993. The Company has determined it has no material postretirement benefit liability. FAIR VALUES OF FINANCIAL INSTRUMENTS The following methods and assumptions were used to estimate the fair value of each class of financial instrument: Cash and Cash Equivalents-The fair value of cash and cash equivalents approximates carrying value. Short-term Investments-The fair value of short-term investments approximates carrying value. Securities-Fair values are based on quoted market prices. Loans-For both short-term loans and variable-rate loans that reprice frequently and with no significant change in credit risk, fair values are based on carrying values. The fair value for other loans are estimated using discounted cash flow analyses, using interest rates currently being offered for loans with similar terms to borrowers of similar credit quality. Income Receivable/Interest Payable-The fair value of these amounts approximates carrying values. Notes to Consolidated Financial Statements (Table Dollar Amounts in Thousands) FHLB Stock-Fair value of FHLB stock is based on the price at which it may be resold to the FHLB. Deposits-The fair values of noninterest-bearing, interest-bearing demand, and savings accounts are equal to the amount payable on demand at the balance sheet date. The carrying amounts for variable rate, fixed-term certificates of deposit approximate their fair values at the balance sheet date. Fair values for fixed-rate certificates of deposit are estimated using a discounted cash flow calculation that applies interest rates currently being offered on certificates to a schedule of aggregated expected monthly maturities on such time deposits. Short-term Borrowings-The interest rates for short-term borrowings approximate market rates, thus the fair value approximates carrying value. Long-term Debt-Long-term debt consists of an adjustable instrument tied to a variable market interest rate. Fair value approximates carrying value. The estimated fair values of the Company's financial instruments are as follows: 1995 1994 Carrying Fair Carrying Fair Amount Value Amount Value Assets Cash and cash equivalents $18,929 $18,929 $11,581 $11,581 Short-term investments 5,100 5,100 147 147 Securities available for sale 80,651 80,651 83,839 83,839 Securities held to maturity 8,115 7,700 Loans, net 198,600 199,316 191,952 191,602 Stock in FHLB 1,138 1,138 1,138 1,138 Income receivable 1,974 1,974 1,896 1,896 Liabilities Deposits 262,346 262,831 261,371 257,391 Borrowings Short-term 13,240 13,240 10,801 10,801 Long-term 6,000 6,000 7,500 7,500 Interest payable 1,389 1,389 864 864 OTHER MATTERS Effective July 1, 1994, the Company merged Union Bank and Trust Company of Greensburg into Peoples Bank, Portland and renamed the combined bank, Union Bank and Trust Company of Indiana. All customer services continue in both markets, while streamlining back-room operations is expected to maximize internal efficiencies. In October, 1994, the Company sold three underperforming branches of Regional Bank including loans, deposits and fixed assets in order to concentrate Regional Bank's resources in its primary market area. The sale resulted in a gain of $1,228,751 which is shown separately in the consolidated statement of income. Notes to Consolidated Financial Statements (Table Dollar Amounts in Thousands) CONDENSED FINANCIAL INFORMATION (Parent Company Only) Presented below is condensed financial information as to financial position, results of operations and cash flows of the Company: Condensed Balance Sheet December 31 1995 1994 Assets Cash on deposit and repurchase agreements $ 1,940 $ 1,607 Investment in subsidiaries 32,325 30,161 Other assets 128 118 Total assets $34,393 $31,886 Liabilities Long-term debt $ 6,000 $ 7,500 Other liabilities 148 104 Total liabilities 6,148 7,604 Shareholders' Equity 28,245 24,282 Total liabilities and shareholders' equity $34,393 $31,886 Condensed Statement of Income Year Ended December 31 1995 1994 1993 Income Dividends from subsidiaries $4,000 $2,425 $3,800 Fees from subsidiaries 55 88 340 Other income 73 77 85 Total income 4,128 2,590 4,225 Expenses Interest expense 612 631 620 Salaries and benefits 506 413 454 Professional fees 84 117 100 Other expenses 236 210 248 Total expenses 1,438 1,371 1,422 Income before income tax and equity in undistributed Income of subsidiaries 2,690 1,219 2,803 Income tax benefit 511 463 388 Income before equity in undistributed income of subsidiaries 3,201 1,682 3,191 Equity in undistributed income of subsidiaries (672) 1,188 (269) Net Income $2,529 $2,870 $2,922 Notes to Consolidated Financial Statements (Table Dollar Amounts in Thousands) Condensed Statement of Cash Flows Year Ended December 31 1995 1994 1993 Operating Activities Net income $2,529 $2,870 $2,922 (Undistributed) income of subsidiaries 672 (1,188) 269 Other adjustments 52 13 (15) Net cash provided by operating activities 3,253 1,695 3,176 Investing Activities Purchase of equipment (17) (34) (15) Proceeds from sale of equipment 18 Net cash used by investing activities (17) (16) (15) Financing Activities Payments on long-term debt (1,500) (1,800) (1,200) Cash dividends (1,003) (839) (765) Redemption of preferred stock (400) (300) (300) Other financing activities (10) Net cash used by financing activities (2,903) (2,949) (2,265) Net Increase (Decrease) in Cash and Cash Equivalents 333 (1,270) 896 Cash on Deposit and Repurchase Agreements, Beginning of Year 1,607 2,877 1,981 Cash on Deposit and Repurchase Agreements, End of Year $1,940 $1,607 $2,877 Indiana United Bancorp Directory Directors William G. Barron Chariman and president Barron Homes, Inc. Philip A. Frantz Attorney; Partner Coldren and Frantz Glenn D. Higdon President Marlin Enterprises, Inc. Robert E. Hoptry Chairman and President Indiana United Bancorp Martin G. Wilson Farmer Edward J. Zoeller President E.M. Cummings Veneer Officers Robert E. hoptry Chairman and President Daryl R. Tressler Vice President Michael K. Bauer Vice President Sue Fawbush Vice President and Secretary Jay B. Fager Treasurer and Chief Financial Officer Dennis M. Flack Vice PResident, Director of Marketing and Training Dawn M. Schwering Marketing Coordinator Suzanne Kendall Auditor Subsidiaries Directory Union Bank and Trust Company Directors William G. Barron Chairman and President Barron Homes, Inc. Philip A. Frantz Attorney; Partner Coldren and Frantz Robert E. Hoptry Chairman and President Indiana United Bancorp Lawrence R. Rueff, D.V.M. Veterinarian Daryl R. Tressler Chairman and President Union Bank and Trust Company John G. Young Chairman and Chief Executive Officer Jay Garment Co. Executive Administration Daryl R. Tressler Chairman and President Division Managers W. Brent Hoptry Senior Vice PResident Lending Division Glenn R. Raver Senior Vice President Retail Services and Operations Divisions Dee M. Knueven Senior Insurance Officer and Manager Insurance Division Daniel F. Anderson Senior Trust Officer Trust Division James L. Green Controller Financial Planning and Controll Regional Federal Savings Bank Directors William G. Barron Chairman and President Barron Homes, Inc. Michael K. Bauer President and Chief Executive Officer Regional Federal Savings Bank Robert E. Hoptry Chairman and President Indiana United Bancorp Michael J. Kapfhammer President Buckhead Grill Charles E. MacGregor Attorney Wyatt, Tarrant, Combs and Orbison Marvin L. Slung Sales Representative Jeb Advertising Edward J. Zoeller President E.M. Cummings Veneer Executive Administration Michael K. Bauer President and Chief Executive Officer Robert E. Hoptry Chairman Division Managers Dennis R. Morrison Senior Vice President Lending Division Carmen L. Glenn Vice President and Treasurer Financial Planning and Operations Division Michael P. Kempf Vice President Wholesale Banking Division James S. Honour, Jr. Vice President Retail Services Division Indiana United Bancorp Board of Directors (picture) (picture) (picture) William G. Barron Philip A. Frantz Glenn D. Higdon (picture) (picture) (picture) Robert E. Hoptry Martin G. Wilson Edward J. Zoeller Shareholder Information Annual Meeting Tuesday, May 21, 1996, 10:00 AM Conference Center, Second Floor Union Bank and Trust Company 201 N. Broadway Street Greensburg, Indiana 47240 Corporate Address Indiana United Bancorp 201 N. Broadway Street Post Office Box 87 Greensburg, Indiana 47240 Form 10-K Copies of the Company's 1995 Form 10-K filed with the Securities and Exchange Commission are available without charge to all shareholders upon request. Please direct requests to Jay B. Fager, Treasurer and Chief Financial Officer. Transfer Agent Securities Transfer Department Mid America Bank of Louisville Post Office Box 1497 Louisville, Kentucky 40201-1497 (800)925-0810 Common Shares The common shares of the Company are listed on the NASDAQ National Market System. In newspaper listings. Company shares are frequently listed as IndUtd. The trading symbol is IUBC. Market Makers Market Makers in the Company's common stock include: J.J.B. Hilliard/W.L. Lyons, Inc. NatCity Investments, Inc. The range of known per share prices by calendar quarter, based on actual transactions, excluding commissions, is shown below. 1995 Q4 Q3 Q2 Q1 High 28 27 1/2 23 23 Low 25 19 1/2 20 19 1/2 Last Sale 25 27 20 1/2 22 1/2 1994 High 22 3/4 21 7/8 22 1/2 23 Low 19 1/8 20 19 3/4 21 7/8 Last Sale 21 21 7/8 20 23