DEFIANCE, Ohio, Jan. 23, 2012 /PRNewswire/ -- First Defiance Financial Corp. (NASDAQ: FDEF) announced today that net income for the fiscal year ended December 31, 2011 totaled $15.5 million, or $1.42 per diluted common share compared to $8.1 million or $.75 per diluted common share for the year ended December 31, 2010. The 2010 twelve month results included $1.3 million of core conversion related charges associated with the successful transition to a new core processing provider. For the fourth quarter ended December 31, 2011, First Defiance earned $4.1 million or $.36 per diluted common share compared to $2.3 million or $0.22 per diluted common share for the fourth quarter of 2010. The fourth quarter of 2010 included $802,000 of core conversion charges.

"I am pleased to report that despite the ongoing challenges presented by the operating environment, First Defiance continued to show improvement in our core operating metrics in the fourth quarter and full year 2011," said William J. Small, Chairman, President, and Chief Executive Officer of First Defiance Financial Corp. "Asset quality stabilized in the last half of the year, but management is committed to showing more improvement in 2012."

Credit Quality

The fourth quarter 2011 results include expense for provision for loan losses of $4.1 million, compared with $5.7 million in the same period in 2010 and $3.1 million in the third quarter of 2011. The allowance for loan loss as a percentage of total loans decreased to 2.24% at December 31, 2011 from 2.61% at September 30, 2011 and 2.70% at December 31, 2010. The decline in the allowance for loan loss as a percentage of total loans is the result of $9.1 million in charge-offs in the fourth quarter of 2011, of which, $8.2 million were partial charge-offs on loans that had previously identified reserves on them.

Non-performing loans totaled $42.7 million at December 31, 2011, down from $47.0 million at December 31, 2010. The December 31, 2011 balance included $39.3 million of loans that were on non-accrual, or 90 days past due, and another $3.4 million of loans considered non-performing because of changes in terms granted to borrowers, although the loans were still accruing interest. In addition, First Defiance had $3.6 million of real estate owned at December 31, 2011 down from $9.6 million at December 31, 2010. For the fourth quarter of 2011, First Defiance recorded net charge-offs of $9.0 million, which represented 2.49% of average loans outstanding (annualized) for the quarter, compared with 1.55% in the third quarter of 2011 and 1.58% in the fourth quarter of 2010.

"Asset quality continued to show improvement this quarter, reflected by a 18% reduction in non-performing assets from the fourth quarter of 2010," Small said. "We had an increase in net charge-offs in the fourth quarter, reflecting an acceleration of charge offs to proactively address certain credits in the commercial real estate portfolio, but we expect marked improvement in subsequent quarters."

Net Interest Margin

Net interest income decreased to $17.5 million in the fourth quarter of 2011 compared to $17.8 million in the 2010 fourth quarter, and was down slightly from the third quarter of 2011, which was $17.6 million. Net interest margin was 3.83% for the 2011 fourth quarter compared to 3.89% in the third quarter of 2011 and 3.89% in the fourth quarter of 2010. Yield on interest earning assets declined by 46 basis points, to 4.63% in the fourth quarter of 2011 from 5.09% in the 2010 fourth quarter, while the cost of interest-bearing liabilities and non-interest-bearing demand deposits decreased by 38 basis points, to 0.84% from 1.22%.

"We are pleased with the stability of our net interest margin for the quarter and throughout this economic cycle," said Small. "We will continue to see pricing pressures and anticipate an extended low rate environment adding more stress on the margin."

Non-Interest Income

Non-interest income for the 2011 fourth quarter increased to $7.9 million from $7.6 million in the fourth quarter of 2010. Gain on investment securities was $169,000 for the fourth quarter of 2011, compared with a loss of $14,000 in the fourth quarter of 2010. Mortgage banking income decreased to $1.9 million in the fourth quarter of 2011, compared with $2.7 million in the same period in 2010. Gains from the sale of mortgage loans decreased in the fourth quarter of 2011 to $1.7 million from $1.8 million in the fourth quarter of 2010. Mortgage loan servicing revenue increased slightly in the fourth quarter 2011 to $874,000 from $856,000 in the fourth quarter of 2010. Income from the sale of insurance and investment products increased to $2.0 million in the fourth quarter of 2011, up from $1.3 million in the same period of 2010. This increase is largely due to the Payak-Dubbs Insurance Agency, Inc. ("PDI") acquisition that was completed on July 1, 2011. The acquisition of PDI contributed $610,000 of income in the fourth quarter of 2011.

First Defiance recorded a positive valuation adjustment of $181,000 on mortgage servicing rights ("MSR") in the fourth quarter of 2011, compared with $1.1 million in the fourth quarter of 2010. The MSR valuation adjustment is a reflection of the increase in the fair value of certain sectors of the Company's portfolio of MSRs.

"Non-interest income increased driven by insurance revenues and solid fee income, which are part of our core operating strategy. The insurance acquisitions in 2010 and 2011 have had an immediate positive impact, and we also saw an increase in wealth management revenue year over year. Gain on sale of mortgage loans was lower this quarter compared to the 2010 fourth quarter," stated Small.

Non-Interest Expenses

Total non-interest expense was $15.6 million for the quarter ended December 31, 2011, a decrease from $16.5 million in the fourth quarter of 2010. The fourth quarter of 2010 included $802,000 of core conversion related charges.

Compensation and benefits increased by $854,000 in the fourth quarter of 2011 compared to the fourth quarter of 2010. The year over year increase in compensation and benefits expense is largely due to the Company freezing pay in 2010 coupled with the acquisition of PDI that added $381,000 in compensation and benefits expense in the fourth quarter of 2011. FDIC insurance expense decreased to $658,000 in the fourth quarter of 2011 from $885,000 in the same period of 2010, due to the changes in the assessment rate calculation per the Dodd-Frank regulations. Other non-interest expense decreased to $3.2 million in the fourth quarter of 2011 from $4.4 million in the fourth quarter of 2010. Other operating expenses decreased $802,000 in the fourth quarter of 2011 as a result of the core conversion related charges expensed in the fourth quarter of 2010. Credit, collection and real estate owned costs were $983,000 in the fourth quarter of 2011, a $49,000 increase over the fourth quarter of 2010.

Annual Results

On an annual basis, earnings for 2011 were $15.5 million compared with $8.1 million in 2010. Net interest income for 2011 totaled $69.9 million, a $282,000 or 0.40% decrease over 2010. Average interest-earning assets increased to $1.848 billion for 2011 compared to $1.836 billion in 2010. Net interest margin for 2011 was 3.88%, compared with 3.89% for 2010.

The provision for loan losses for 2011 was $12.4 million, which was down $10.7 million or 46% from $23.2 million in 2010.

Non-interest income for the twelve month period ended December 31, 2011 was $27.5 million compared to $27.6 million during the same period of 2010. The 2011 results include securities gains of $216,000, of which $218,000 relate to gain on sale of available-for-sale securities slightly offset by $2,000 related to other-than-temporary impairment ("OTTI") charges recognized for impaired investment securities. The 2010 securities losses of $339,000 consisted of $331,000 related to OTTI charges recognized for impaired investment securities and $8,000 related to losses from the sale of available-for-sale securities. Service fees and other charges were $11.4 million for the year compared to $12.7 million during 2010. Mortgage banking income for 2011 was $6.4 million, down from $7.8 million in 2010. Insurance and investment sales revenues increased to $7.1 million in 2011, compared to $5.1 million in 2010, mainly due to the PDI acquisition.

Non-interest expense decreased to $62.8 million for the full year of 2011 from $63.5 million in 2010. The full year 2010 included $1.3 million of core conversion related charges. FDIC insurance expense decreased to $2.9 million from $3.8 million in 2010.

Non-interest expense also includes $3.3 million of credit, collection and real estate owned costs compared with $5.5 million in 2010.

Total Assets at $2.07 Billion

Total assets at December 31, 2011 were $2.07 billion, compared to $2.04 billion at December 31, 2010. Net loans receivable (excluding loans held for sale) were $1.45 billion at December 31, 2011 compared to $1.48 billion at December 31, 2010. Total cash and cash equivalents were $174.9 million at December 31, 2011 compared with $169.2 million at December 31, 2010. Total deposits at December 31, 2011 were $1.60 billion compared to $1.58 billion at December 31, 2010. Non-interest bearing deposits at December 31, 2011 were $245.9 million compared to $216.7 million at December 31, 2010. Total stockholders' equity was $278.1 million at December 31, 2011 compared to $240.3 million at the December 31, 2010. Also at December 31, 2011, goodwill and other intangible assets totaled $67.7 million compared to $63.7 million at December 31, 2010.

Conference Call

First Defiance Financial Corp. will host a conference call at 11:00 a.m. (EST) on Tuesday, January 24, 2012 to discuss the earnings results and business trends. The conference call may be accessed by calling 1-877-317-6789. A live webcast may be accessed at https://services.choruscall.com/links/fdef120124.html.

Audio replay of the Internet Web cast will be available at www.fdef.com until April 30, 2012 at 9:00 a.m.

First Defiance Financial Corp.

First Defiance Financial Corp., headquartered in Defiance, Ohio, is the holding company for First Federal Bank of the Midwest and First Insurance Group. First Federal operates 33 full service branches and 44 ATM locations in northwest Ohio, southeast Michigan and Fort Wayne, Indiana. First Insurance Group is a full service insurance agency with six offices throughout northwest Ohio.

For more information, visit the company's Web site at www.fdef.com.

-Financial Statements and Highlights Follow-

Safe Harbor Statement

This news release may contain certain forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21 B of the Securities Act of 1934, as amended, which are intended to be safe harbors created thereby. Those statements may include, but are not limited to, all statements regarding intent, beliefs, expectations, projections, forecasts and plans of First Defiance Financial Corp. and its management, and specifically include statements regarding: changes in economic conditions, the nature, extent and timing of governmental actions and reforms, future movements of interest rates, the production levels of mortgage loan generation, the ability to continue to grow loans and deposits, the ability to benefit from a changing interest rate environment, the ability to sustain credit quality ratios at current or improved levels, the ability to sell real estate owned properties, continued strength in the market area for First Federal Bank of the Midwest, and the ability of the Company to grow in existing and adjacent markets. These forward-looking statements involve numerous risks and uncertainties, including those inherent in general and local banking, insurance and mortgage conditions, competitive factors specific to markets in which the Company and its subsidiaries operate, future interest rate levels, legislative and regulatory decisions or capital market conditions and other risks and uncertainties detailed from time to time in the Company's Securities and Exchange Commission (SEC) filings, including the Company's Annual Report on Form 10-K for the year ended December 31, 2010. One or more of these factors have affected or could in the future affect the Company's business and financial results in future periods and could cause actual results to differ materially from plans and projections. Therefore, there can be no assurances that the forward-looking statements included in this news release will prove to be accurate. In light of the significant uncertainties in the forward-looking statements included herein, the inclusion of such information should not be regarded as a representation by the Company or any other persons, that the objectives and plans of the Company will be achieved. All forward-looking statements made in this news release are based on information presently available to the management of the Company. The Company assumes no obligation to update any forward-looking statements.


    Consolidated Balance Sheets
    First Defiance Financial Corp.              (Unaudited)

                                                 December          December
                                                    31,               31,
    (in thousands)                                     2011             2010
    --------------                                     ----             ----

    Assets
    Cash and cash equivalents
         Cash and amounts due from
          depository institutions                   $31,931          $24,977
         Interest-bearing deposits                  143,000          144,187
                                                    -------          -------
                                                    174,931          169,164
    Securities
         Available-for sale, carried at
          fair value                                232,919          165,252
         Held-to-maturity, carried at
          amortized cost                                661              839
                                                        ---              ---
                                                    233,580          166,091

    Loans                                         1,487,076        1,519,503
    Allowance for loan losses                       (33,254)         (41,080)
                                                    -------          -------
    Loans, net                                    1,453,822        1,478,423
    Loans held for sale                              13,841           18,127
    Mortgage servicing rights                         8,690            9,477
    Accrued interest receivable                       6,142            6,374
    Federal Home Loan Bank stock                     20,655           21,012
    Bank Owned Life Insurance                        35,908           34,979
    Office properties and equipment                  40,045           41,743
    Real estate and other assets held
     for sale                                         3,628            9,591
    Goodwill                                         61,525           57,556
    Core deposit and other intangibles                6,151            6,128
    Deferred taxes                                      629            5,805
    Other assets                                      8,643           11,047
                                                      -----           ------
         Total Assets                            $2,068,190       $2,035,517
                                                 ==========       ==========

    Liabilities and Stockholders'
     Equity
    Non-interest-bearing deposits                  $245,927         $216,699
    Interest-bearing deposits                     1,350,314        1,358,720
                                                  ---------        ---------
          Total deposits                          1,596,241        1,575,419
    Advances from Federal Home Loan
     Bank                                            81,841          116,885
    Notes payable and other interest-
     bearing liabilities                             60,386           56,247
    Subordinated debentures                          36,083           36,083
    Advance payments by borrowers for
     tax and insurance                                1,402              937
    Other liabilities                                14,110            9,615
                                                     ------            -----
          Total liabilities                       1,790,063        1,795,186
    Stockholders' Equity
          Preferred stock, net of discount           36,640           36,463
          Common stock, net                             127              127
          Common stock warrant                          878              878
          Additional paid-in-capital                135,825          140,845
          Accumulated other comprehensive
           income (loss)                              3,997             (342)
          Retained earnings                         148,011          134,988
          Treasury stock, at cost                   (47,351)         (72,628)
                                                    -------          -------
          Total stockholders' equity                278,127          240,331
          Total Liabilities and Stockholders'
           Equity                                $2,068,190       $2,035,517
                                                 ==========       ==========




    Consolidated
     Statements of Income
     (Unaudited)
    First Defiance
     Financial Corp.
                                                           Twelve Months
                                 Three Months Ended                         Ended
                                    December 31,           December 31,
                                    ------------           ------------
    (in thousands, except
     per share amounts)            2011         2010     2011           2010
    ---------------------          ----         ----     ----           ----
    Interest Income:
         Loans                  $19,095      $21,524  $78,648        $88,628
         Investment securities    1,855        1,499    7,086          6,055
         Interest-bearing
          deposits                  115          105      466            303
         FHLB stock dividends       205          201      867            879
                                    ---          ---      ---            ---
    Total interest income        21,270       23,329   87,067         95,865
    Interest Expense:
         Deposits                 2,527        4,030   12,175         19,222
         FHLB advances and
          other                     761        1,086    3,203          4,711
         Subordinated
          debentures                333          332    1,278          1,314
         Notes Payable              133          126      530            455
                                    ---          ---      ---            ---
    Total interest expense        3,754        5,574   17,186         25,702
                                  -----        -----   ------         ------
    Net interest income          17,516       17,755   69,881         70,163
    Provision for loan
     losses                       4,099        5,652   12,434         23,177
                                  -----        -----   ------         ------
    Net interest income
     after provision for
     loan losses                 13,417       12,103   57,447         46,986
    Non-interest Income:
         Service fees and other
          charges                 2,952        2,884   11,387         12,740
         Mortgage banking
          income                  1,888        2,733    6,437          7,847
         Gain on sale of non-
          mortgage loans             10          419      361            516
         Gain on sale of
          securities                169          (14)     218             (8)
         Impairment on
          securities                  -            -       (2)          (331)
         Insurance and
          investment sales
          commissions             1,963        1,302    7,109          5,140
         Trust income               134          135      599            507
         Income from Bank Owned
          Life Insurance            226          229      929          1,146
         Other non-interest
          income                    534         (134)     478             33
                                    ---         ----      ---            ---
    Total Non-interest
     Income                       7,876        7,554   27,516         27,590
    Non-interest Expense:
         Compensation and
          benefits                8,096        7,242   31,554         27,403
         Occupancy                1,743        1,784    7,166          7,048
         FDIC insurance premium     658          885    2,922          3,766
         State franchise tax        385          467    2,010          2,088
         Data processing          1,140        1,353    4,257          4,909
         Amortization of
          intangibles               391          356    1,442          1,495
         One time acquisition
          related charges             -           10      234             63
         Other non-interest
          expense                 3,176        4,388   13,179         16,691
                                  -----        -----   ------         ------
    Total Non-interest
     Expense                     15,589       16,485   62,764         63,463
                                 ------       ------   ------         ------
    Income before income
     taxes                        5,704        3,172   22,199         11,113
    Income taxes                  1,640          904    6,665          3,005
                                  -----          ---    -----          -----
    Net Income                   $4,064       $2,268  $15,534         $8,108
                                 ======       ======  =======         ======

    Dividends Accrued on
     Preferred Shares              (462)        (463)  (1,850)        (1,850)
    Accretion on Preferred
     Shares                         (46)         (43)    (177)          (170)
                                    ---          ---     ----           ----

    Net Income Applicable
     to Common Shares            $3,556       $1,762  $13,507         $6,088
                                 ======       ======  =======         ======

    Earnings per common
     share:
        Basic                     $0.37        $0.22    $1.44          $0.75
        Diluted                   $0.36        $0.22    $1.42          $0.75

    Average Shares
     Outstanding:
         Basic                    9,726        8,118    9,368          8,118
         Diluted                  9,908        8,178    9,540          8,153


    Financial Summary and Comparison
    First Defiance Financial Corp.                         (Unaudited)                       (Unaudited)
                                                        Three Months Ended               Twelve Months Ended
                                                           December 31,                     December 31,
                                                           ------------                     ------------
    (dollars in thousands, except                                         %
     per share data)                                    2011       2010   change           2011       2010  % change
    -----------------------------                       ----       ----  -------           ----       ----  --------
    Summary of Operations

    Tax-equivalent interest
     income (1)                                      $21,665    $23,651    (8.4)%       $88,546    $97,108     (8.8)%
    Interest expense                                   3,754      5,574    (32.7)        17,186     25,702     (33.1)
    Tax-equivalent net interest
     income (1)                                       17,911     18,077     (0.9)        71,360     71,406      (0.1)
    Provision for loan losses                          4,099      5,652    (27.5)        12,434     23,177     (46.4)
    Tax-equivalent NII after
     provision for loan loss (1)                      13,812     12,425     11.2         58,926     48,229      22.2
    Investment Securities gains
     (losses)                                            169        (14)       -            218         (8)       NM
    Impairment losses on
     securities                                            -          -        -             (2)      (331)    (99.4)
    Non-interest income
     (excluding securities gains/
     losses)                                           7,707      7,568      1.8         27,300     27,929      (2.3)
    Non-interest expense                              15,589     16,485     (5.4)        62,764     63,463      (1.1)
    Income taxes                                       1,640        904     81.4          6,665      3,005     121.8
    Net Income                                         4,064      2,268     79.2         15,534      8,108      91.6
    Dividends Declared on
     Preferred Shares                                   (462)      (463)    (0.2)        (1,850)    (1,850)        -
    Accretion on Preferred Shares                        (46)       (43)     7.0           (177)      (170)      4.1
    Net Income Applicable to
     Common Shares                                     3,556      1,762    101.8         13,507      6,088     121.9
    Tax equivalent adjustment (1)                        395        322     22.7          1,479      1,243      19.0
    -----------------------------                        ---        ---     ----          -----      -----      ----
    At Period End
    Assets                                         2,068,190  2,035,517      1.6
    Earning assets                                 1,898,152  1,867,733      1.6
    Loans                                          1,487,076  1,519,503     (2.1)
    Allowance for loan losses                         33,254     41,080    (19.1)
    Deposits                                       1,596,241  1,575,419      1.3
    Stockholders' equity                             278,127    240,331     15.7
    --------------------                             -------    -------     ----
    Average Balances
    Assets                                         2,067,881  2,063,965      0.2      2,058,370  2,054,808       0.2
    Earning assets                                 1,861,186  1,844,206      0.9      1,848,154  1,836,322       0.6
    Deposits and interest-bearing
     liabilities                                   1,772,812  1,805,620     (1.8)     1,545,131  1,800,749     (14.2)
    Loans                                          1,440,839  1,496,374     (3.7)     1,437,588  1,538,388      (6.6)
    Deposits                                       1,594,938  1,601,516     (0.4)     1,590,128  1,590,194      (0.0)
    Stockholders' equity                             275,848    241,902     14.0        263,913    238,795      10.5
    Stockholders' equity / assets                      13.34%     11.72%    13.8          12.82%     11.62%     10.3
    -----------------------------                      -----      -----     ----          -----      -----      ----
    Per Common Share Data
    Net Income
         Basic                                         $0.37      $0.22     68.2          $1.44      $0.75      92.0
         Diluted                                        0.36       0.22     63.6           1.42       0.75      89.3
    Dividends                                           0.05          -        -           0.05          -         -
    Market Value:
         High                                         $15.39     $12.32     24.9         $15.51     $14.85       4.4
         Low                                           13.00       9.94     30.8          11.89       8.53      39.4
         Close                                         14.59      11.90     22.6          14.59      11.90      22.6
    Common Book Value                                  24.74      25.00     (1.0)         24.74      25.00      (1.0)
    Tangible Common Book Value                         17.78      17.16      3.6          17.78      17.16       3.6
    Shares outstanding, end of
     period (000)                                      9,726      8,118     19.8          9,726      8,118      19.8
    --------------------------                         -----      -----     ----          -----      -----      ----
    Performance Ratios (annualized)
    Tax-equivalent net interest
     margin (1)                                         3.83%      3.89%    (1.5)          3.88%      3.89%     (0.4)
    Return on average assets                            0.78%      0.44%    77.2           0.75%      0.39%     93.5
    Return on average equity                            5.85%      3.72%    57.1           5.89%      3.40%     73.1
    Efficiency ratio (2)                               60.85%     64.28%    (5.3)         63.62%     63.89%     (0.4)
    Effective tax rate                                 28.75%     28.50%     0.9          30.02%     27.04%     11.0
    Dividend payout ratio (basic)                      13.51%      0.00%       -           3.47%      0.00%        -
    -----------------------------                      -----       ----      ---           ----       ----       ---

    (1)     Interest income on tax-exempt securities and loans has been adjusted to a
     tax-equivalent basis using the statutory federal income tax rate of 35%

































    (2)     Efficiency ratio = Non-interest expense divided by sum of tax-equivalent
     net interest income plus non-interest income, excluding securities gains or
     losses, net.
























    NM  Percentage change not meaningful


    Income from Mortgage Banking

    Revenue from sales and servicing of
     mortgage loans consisted of the
     following:
                                           Three Months      Twelve Months
                                              Ended              Ended
                                          December 31,       December 31,
                                          ------------       ------------
    (dollars in thousands)                2011      2010     2011     2010
    ----------------------                ----      ----     ----     ----

    Gain from sale of mortgage loans    $1,653    $1,755   $5,607   $7,017
    Mortgage loan servicing revenue
     (expense):
      Mortgage loan servicing revenue      874       856    3,403    3,119
      Amortization of mortgage
       servicing rights                   (820)   (1,008) (2,169)  (2,642)
      Mortgage servicing rights
       valuation adjustments               181     1,130     (404)     353
                                           ---     -----     ----
                                           235       978      830      830
                                           ---       ---      ---      ---
    Total revenue from sale and
     servicing of mortgage loans        $1,888    $2,733   $6,437   $7,847
                                        ======    ======   ======   ======


    Yield Analysis
    First Defiance Financial Corp.
                                                                           Three Months Ended December 31,
                                                                                (dollars in thousands)
                                                                                ----------------------
                                                                                       2011                                    2010
                                                                                       ----                                    ----
                                                  Average                           Yield             Average               Yield
                                                  Balance         Interest(1)       Rate(2)           Balance   Interest(1) Rate(2)
    Interest-earning assets:
       Loans receivable                          $1,440,839           $19,123          5.27%         $1,496,374     $21,559    5.72%
       Securities                                   235,517             2,222          3.85%            161,638       1,786    4.45%
       Interest Bearing Deposits                    164,175               115          0.28%            164,822         105    0.25%
       FHLB stock                                    20,655               205          3.94%             21,372         201    3.73%
                                                     ------               ---                            ------         ---
       Total interest-earning
        assets                                    1,861,186            21,665          4.63%          1,844,206      23,651    5.09%
       Non-interest-earning
        assets                                      206,695                                             219,759
    Total assets                                 $2,067,881                                          $2,063,965
                                                 ==========                                          ==========
    Deposits and Interest-bearing
     liabilities:
       Interest bearing deposits                 $1,348,424            $2,527          0.74%         $1,376,081      $4,030    1.16%
       FHLB advances and other                       81,845               761          3.69%            116,889       1,086    3.69%
       Other Borrowings                              59,832               133          0.88%             50,992         126    0.98%
       Subordinated debentures                       36,197               333          3.65%             36,223         332    3.64%
                                                     ------               ---                            ------         ---
       Total interest-bearing
        liabilities                               1,526,298             3,754          0.98%          1,580,185       5,574    1.40%
       Non-interest bearing
        deposits                                    246,514                 -             -             225,435           -       -
                                                    -------               ---                           -------         ---
    Total including non-
     interest-bearing demand
     deposits                                     1,772,812             3,754          0.84%          1,805,620       5,574    1.22%
    Other non-interest-
     bearing liabilities                             19,221                                              16,443
                                                     ------                                              ------
    Total liabilities                             1,792,033                                           1,822,063
       Stockholders' equity                         275,848                                             241,902
    Total liabilities and
     stockholders' equity                        $2,067,881                                          $2,063,965
                                                 ==========                                          ==========
    Net interest income; interest rate
     spread                                                           $17,911          3.65%                        $18,077    3.69%
                                                                      =======          ====                         =======    ====
    Net interest margin (3)                                                            3.83%                                   3.89%
                                                                                       ====                                    ====
    Average interest-earning assets  to
     average interest bearing
     liabilities                                                                        122%                                    117%
                                                                                        ===                                     ===

                                                                           Twelve Months Ended December 31,
                                                                           --------------------------------
                                                                                       2011                                    2010
                                                                                       ----                                    ----
                                                  Average                           Yield             Average               Yield
                                                  Balance         Interest(1)        Rate             Balance   Interest(1)  Rate
    Interest-earning assets:
       Loans receivable                          $1,437,588           $78,773          5.49%         $1,538,388     $88,775    5.77%
       Securities                                   205,609             8,440          4.19%            154,648       7,151    4.71%
       Interest Bearing Deposits                    184,126               466          0.25%            121,911         303    0.25%
       FHLB stock                                    20,831               867          4.17%             21,375         879    4.11%
                                                     ------               ---                            ------         ---
       Total interest-earning
        assets                                    1,848,154            88,546          4.80%          1,836,322      97,108    5.29%
       Non-interest-earning
        assets                                      210,216                                             218,486
    Total assets                                 $2,058,370                                          $2,054,808
                                                 ==========                                          ==========
    Deposits and Interest-bearing
     liabilities:
       Interest bearing deposits                 $1,358,785           $12,175          0.90%         $1,389,330     $19,222    1.38%
       FHLB advances and other                       93,669             3,203          3.43%            127,281       4,711    3.70%
       Other Borrowings                              56,464               530          0.94%             47,046         455    0.97%
       Subordinated debentures                       36,213             1,278          3.54%             36,228       1,314    3.63%
                                                     ------             -----                            ------       -----
       Total interest-bearing
        liabilities                               1,545,131            17,186          1.12%          1,599,885      25,702    1.61%
       Non-interest bearing
        deposits                                    231,343                 -             -             200,864           -       -
                                                    -------               ---                           -------         ---
    Total including non-
     interest-bearing demand
     deposits                                     1,776,474            17,186          0.97%          1,800,749      25,702    1.43%
    Other non-interest-
     bearing liabilities                             17,983                                              15,264
                                                     ------                                              ------
    Total liabilities                             1,794,457                                           1,816,013
       Stockholders' equity                         263,913                                             238,795
    Total liabilities and
     stockholders' equity                        $2,058,370                                          $2,054,808
                                                 ==========                                          ==========
    Net interest income; interest rate
     spread                                                           $71,360          3.69%                        $71,406    3.68%
                                                                      =======          ====                         =======    ====
    Net interest margin (3)                                                            3.88%                                   3.89%
                                                                                       ====                                    ====
    Average interest-earning assets  to
     average interest bearing
     liabilities                                                                        120%                                    115%
                                                                                        ===                                     ===


    (1)     Interest on certain tax exempt loans and securities is not taxable for Federal
     income tax purposes.  In order to compare the tax-exempt yields on these assets to
     taxable yields, the interest earned on these assets is adjusted to a pre-tax
     equivalent amount based on the marginal corporate federal income tax rate of 35%.
    (2)    Annualized
    (3)    Net interest margin is net interest income divided by average interest-earning
     assets.


    Selected Quarterly Information
    First Defiance Financial Corp.

    (dollars in thousands, except                   4th Qtr     3rd Qtr     2nd Qtr     1st Qtr     4th Qtr
     per share data)                                  2011        2011        2011        2011        2010
    -----------------------------                  --------    --------    --------    --------    --------
    Summary of Operations
    Tax-equivalent interest
     income (1)                                      $21,665     $22,052     $22,337     $22,501     $23,651
    Interest expense                                   3,754       4,019       4,457       4,956       5,574
    Tax-equivalent net interest
     income (1)                                       17,911      18,033      17,880      17,545      18,077
    Provision for loan losses                          4,099       3,097       2,405       2,833       5,652
    Tax-equivalent NII after
     provision for loan losses
     (1)                                              13,812      14,936      15,475      14,712      12,425
    Investment securities gains
     (losses), including
     impairment                                          169           -           -          47         (14)
    Non-interest income
     (excluding securities gains/
     losses)                                           7,707       6,857       6,838       5,898       7,568
    Non-interest expense                              15,589      15,462      15,086      16,626      16,485
    Income taxes                                       1,640       1,884       2,113       1,028         904
    Net income                                         4,064       4,061       4,750       2,660       2,268
    Dividends Declared on
     Preferred Shares                                   (462)       (463)       (463)       (462)       (463)
    Accretion on Preferred Shares                        (46)        (45)        (44)        (43)        (43)
    Net Income (Loss) Applicable
     to Common Shares                                  3,556       3,553       4,243       2,155       1,762
    Tax equivalent adjustment (1)                        395         386         364         343         322
    -----------------------------                        ---         ---         ---         ---         ---
    At Period End
    Total assets                                  $2,068,190  $2,058,357  $2,045,690  $2,061,952  $2,035,517
    Earning assets                                 1,898,152   1,887,484   1,879,834   1,892,970   1,867,733
    Loans                                          1,487,076   1,460,514   1,449,010   1,471,209   1,519,503
    Allowance for loan losses                         33,254      38,110      40,530      40,798      41,080
    Deposits                                       1,596,241   1,589,980   1,573,500   1,592,046   1,575,419
    Stockholders' equity                             278,127     275,118     269,139     263,145     240,331
    Stockholders' equity / assets                      13.45%      13.37%      13.16%      12.76%      11.81%
    Goodwill                                          61,525      61,568      57,556      57,556      57,556
    --------                                          ------      ------      ------      ------      ------
    Average Balances
    Total assets                                  $2,067,881  $2,056,111  $2,065,100  $2,044,387  $2,063,965
    Earning assets                                 1,861,186   1,843,881   1,858,636   1,828,916   1,844,206
    Deposits and interest-
     bearing liabilities                           1,772,812   1,762,663   1,781,746   1,788,677   1,805,620
    Loans                                          1,440,839   1,419,987   1,431,792   1,457,736   1,496,374
    Deposits                                       1,594,938   1,583,173   1,591,786   1,590,617   1,601,516
    Stockholders' equity                             275,848     271,736     266,544     241,525     241,902
    Stockholders' equity / assets                      13.34%      13.22%      12.91%      11.81%      11.72%
    -----------------------------                      -----       -----       -----       -----       -----
    Per Common Share Data
    Net Income:
        Basic                                          $0.37       $0.37       $0.44       $0.25       $0.22
        Diluted                                         0.36        0.36        0.43        0.25        0.22
    Dividends                                           0.05           -           -           -           -
    Market Value:
        High                                          $15.39      $15.51      $15.00      $14.64      $12.32
        Low                                            13.00       12.60       13.22       11.89        9.94
        Close                                          14.59       13.14       14.69       14.34       11.90
    Book Value                                         24.74       24.43       23.83       23.22       25.00
    Shares outstanding, end of
     period (in thousands)                             9,726       9,726       9,724       9,724       8,118
    --------------------------                         -----       -----       -----       -----       -----
    Performance Ratios (annualized)
    Tax-equivalent net interest
     margin (1)                                         3.83%       3.89%       3.86%       3.89%       3.89%
    Return on average assets                            0.78%       0.78%       0.92%       0.53%       0.44%
    Return on average equity                            5.85%       5.93%       7.15%       4.47%       3.72%
    Efficiency ratio (2)                               60.85%      62.12%      61.03%      70.92%      64.28%
    Effective tax rate                                 28.75%      31.69%      30.79%      27.87%      28.50%
    Common dividend payout ratio
     (basic)                                           13.51%       0.00%       0.00%       0.00%       0.00%
    ----------------------------                       -----        ----        ----        ----        ----
    (1)   Interest income on tax-exempt securities and loans has been
     adjusted to a tax-equivalent basis using the statutory federal income
     tax rate of 35%
    (2)   Efficiency ratio = Non-interest expense divided by sum of tax-
     equivalent net interest income plus non-interest income, excluding
     securities gains, net.


    Selected Quarterly Information
    First Defiance Financial Corp.

    (dollars in thousands, except                    4th Qtr           3rd Qtr           2nd Qtr     1st Qtr     4th Qtr
     per share data)                                   2011              2011              2011        2011        2010
    -----------------------------                   --------          --------          --------    --------    --------
    Loan Portfolio Composition
    One to four family
     residential real estate                         $203,401          $189,669          $213,034    $218,599    $205,938
    Construction                                       31,552            35,203            23,893      24,437      30,340
    Commercial real estate                            775,992           766,459           735,212     746,899     767,012
    Commercial                                        349,053           339,128           336,598     341,614     369,959
    Consumer finance                                   18,887            19,701            20,384      20,862      22,848
    Home equity and improvement                       122,143           124,956           127,962     128,810     133,593
                                                      -------           -------           -------     -------     -------
    Total loans                                     1,501,028         1,475,116         1,457,083   1,481,221   1,529,690
    Less:
       Loans in process                                13,243            13,709             7,257       9,160       9,267
       Deferred loan origination
        fees                                              709               893               816         852         920
      Allowance for loan loss                          33,254            38,110            40,530      40,798      41,080
    Net Loans                                      $1,453,822        $1,422,404        $1,408,480  $1,430,411  $1,478,423
                                                   ==========        ==========        ==========  ==========  ==========


    Allowance for loan loss activity
    Beginning allowance                                38,110            40,530            40,798     $41,080     $41,343
    Provision for loan losses                           4,099             3,097             2,405       2,833       5,652
       Credit loss charge-offs:
         One to four family
          residential real estate                         666               647               893         547         483
         Commercial real estate                         6,738             2,622             1,517       2,273       4,806
         Commercial                                     1,423             2,533               107         335         388
         Consumer finance                                  27                36                20          12          55
         Home equity and improvement                      251               290               310         201         347
                                                          ---               ---               ---         ---         ---
    Total charge-offs                                   9,105             6,128             2,847       3,368       6,079
    Total recoveries                                      150               611               174         253         164
                                                          ---               ---               ---         ---         ---
    Net charge-offs (recoveries)                        8,955             5,517             2,673       3,115       5,915
    Ending allowance                                  $33,254           $38,110           $40,530     $40,798     $41,080
                                                      =======           =======           =======     =======     =======


    Credit Quality
    Non-accrual loans                                 $39,328           $48,297           $34,528     $40,948     $41,040
    Restructured loans, accruing                        3,380             2,934             6,242       4,619       6,001
                                                        -----             -----             -----       -----       -----
        Total non-performing loans
         (1)                                           42,708            51,231            40,770      45,567      47,041
    Real estate owned (REO)                             3,628             5,805             7,388       9,150       9,591
        Total non-performing assets
         (2)                                          $46,336           $57,036           $48,158     $54,717     $56,632
                                                      =======           =======           =======     =======     =======
    Net charge-offs                                     8,955             5,517             2,673       3,115       5,915

    Allowance for loan losses /
     loans                                               2.24%             2.61%             2.80%       2.77%       2.70%
    Allowance for loan losses /
     non-performing assets                              71.77%            66.82%            84.16%      74.56%      72.54%
    Allowance for loan losses /
     non-performing loans                               77.86%            74.39%            99.41%      89.53%      87.33%
    Non-performing assets /
     loans plus REO                                      3.11%             3.89%             3.31%       3.70%       3.70%
    Non-performing assets /
     total assets                                        2.24%             2.77%             2.35%       2.65%       2.78%
    Net charge-offs /average
     loans (annualized)                                  2.49%             1.55%             0.75%       0.85%       1.58%


    Deposit Balances
    Non-interest-bearing demand
     deposits                                        $245,927          $239,594          $225,869    $219,374    $216,699
    Interest-bearing demand
     deposits and money market                        609,057           607,965           578,867     581,622     555,434
    Savings deposits                                  155,101           155,244           155,021     153,629     144,491
    Retail time deposits less
     than $100,000                                    428,222           429,686           444,431     453,997     465,774
    Retail time deposits greater
     than $100,000                                    147,298           143,477           146,655     150,859     151,258
    National/Brokered time
     deposits                                          10,636            14,014            22,657      32,565      41,763
    Total deposits                                 $1,596,241        $1,589,980        $1,573,500  $1,592,046  $1,575,419
                                                   ==========        ==========        ==========  ==========  ==========

     (1)  Non-performing loans consist of non-accrual loans that are contractually past due
      90 days or more and loans that are deemed impaired.
     (2)  Non-performing assets are non-performing loans plus real estate and other assets
      acquired by foreclosure or deed-in-lieu thereof.


    Loan
     Delinquency
     Information
    First Defiance
     Financial
     Corp.


    (dollars in        Total               30 to 89    Non     Troubled
     thousands)      Balance    Current      days   Accrual       Debt
    -----------     --------    -------   past due   Loans   Restructuring
                                          --------   -----   -------------

    December 31,
     2011
    ------------
    One to four
     family
     residential
     real estate      $203,401   $195,752    $2,120   $3,890        $1,639
    Construction        31,552     31,552         -        -             -
    Commercial real
     estate            775,992    742,868     3,441   28,150         1,533
    Commercial         349,053    341,666       334    6,884           169
    Consumer
     finance            18,887     18,713       164       10             -
    Home equity and
     improvement       122,143    118,869     2,841      394            39
                       -------
    Total loans     $1,501,028 $1,449,420    $8,900  $39,328        $3,380
                    ========== ==========    ======  =======        ======

    September 30,
     2011
    -------------
    One to four
     family
     residential
     real estate      $189,669   $182,182    $2,287   $4,017        $1,183
    Construction        35,203     35,143         -       60             -
    Commercial real
     estate            766,459    727,706     2,229   35,268         1,256
    Commercial         339,128    330,117       360    8,478           173
    Consumer
     finance            19,701     19,511       170       20             -
    Home equity and
     improvement       124,956    121,965     2,215      454           322
                       -------
    Total loans     $1,475,116 $1,416,624    $7,261  $48,297        $2,934
                    ========== ==========    ======  =======        ======

    December 31,
     2010
    ------------
    One to four
     family
     residential
     real estate      $205,938   $192,612    $2,911   $7,161        $3,254
    Construction        30,340     30,276         -       64             -
    Commercial real
     estate            767,012    740,230     2,898   21,737         2,147
    Commercial         369,959    356,145     1,982   11,547           285
    Consumer
     finance            22,848     22,551       283       14             -
    Home equity and
     improvement       133,593    129,720     3,041      517           315
                       -------
    Total loans     $1,529,690 $1,471,534   $11,115  $41,040        $6,001
                    ========== ==========   =======  =======        ======

SOURCE First Defiance Financial Corp.