- Quarterly Report (10-Q)

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

[x] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15 (d)

OF THE SECURITIES EXCHANGE ACT OF 1934

For Quarter Ended June 30, 2011

[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 (D) OF SECURITIES

EXCHANGE ACT OF 1934

Commission File Number 000-24147

KILLBUCK BANCSHARES, INC.

(Exact name of registrant as specified in its Charter)

OHIO	34-1700284
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification No.)

165 N. Main Street, Killbuck, OH 44637

(Address of principal executive offices and zip code)

(330) 276-2771

(Registrant’s telephone number, including area code)

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

Yes x No ___

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a small reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):

Large accelerated filer [ ] Accelerated filer [ ]

Non-accelerated filer [ ] Smaller reporting Company [ X ]

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). [ X ] Yes [ ] No

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

Yes No x

State the number of shares outstanding for each of the issuer’s classes of common equity as of the latest practicable date:

Class: Common Stock, no par value

Outstanding at August 9, 2011: 615,425

KILLBUCK BANCSHARES, INC.

Index

	Page Number

PART I. FINANCIAL INFORMATION
Item 1. Financial Statements (Unaudited):

Consolidated Balance Sheet as of
June 30, 2011 and December 31, 2010	3

Consolidated Statement of Income for the
six months ended June 30, 2011 and 2010	4

Consolidated Statement of Income for the
three months ended June 30, 2011 and 2010	5

Consolidated Statement of Changes In Shareholders’ Equity
for the six months ended June 30, 2011	6

Consolidated Statement of Cash Flows for the
six months ended June 30, 2011 and 2010	7

Notes to Unaudited Consolidated Financial Statements	8-24

Item 2. Management’s Discussion and Analysis of Financial Condition
and Results of Operations	25-37

Item 3. Quantitative and Qualitative Disclosures About Market Risk	38

Item 4. Controls and Procedures	38

PART II. OTHER INFORMATION
Item 1. Legal Proceedings	39

Item 1A. Risk Factors	39

Item 2. Unregistered Sales of Equity
Securities and Use of Proceeds	39

Item 3. Default Upon Senior Securities	39

Item 4. (Removed and Reserved)	39

Item 5. Other Information	40

Item 6. Exhibits	40

SIGNATURES	41

-2-

Killbuck Bancshares, Inc.

CONSOLIDATED BALANCE SHEET

	June 30, 2011			December 31,
	(unaudited)			2010
ASSETS
Cash and cash equivalents:
Cash and amounts due from depository institutions	$	63,689,411		$	61,711,145
Federal funds sold		3,491,000			4,713,000
Total cash and cash equivalents		67,180,411			66,424,145

Investment securities:
Securities available for sale		77,867,584			76,044,672
Securities held to maturity (fair value of $44,679,642 and $40,482,091)		42,730,601			39,332,164
Total investment securities		120,598,185			115,376,836

Loans (net of allowance for loan losses of $2,674,917 and $2,665,607)		214,066,024			205,074,687

Loans held for sale, at lower of cost or market		0			320,000
Premises and equipment, net		5,634,749			5,751,540
Accrued interest receivable		1,184,138			1,165,298
Goodwill, net		1,329,249			1,329,249
Other assets		9,525,893			9,628,598
Total assets	$	419,518,649		$	405,070,353

LIABILITIES
Deposits:
Noninterest bearing demand	$	63,014,269		$	63,108,035
Interest bearing demand		28,928,061			28,812,536
Money market		50,782,608			43,906,637
Savings		54,716,363			51,094,094
Time		172,356,699			169,267,955
Total deposits		369,798,000			356,189,257
Short-term borrowings		3,400,000			3,585,000
Federal Home Loan Bank advances		521,900			643,735
Accrued interest and other liabilities		968,988			972,671
Total liabilities		374,688,888			361,390,663

SHAREHOLDERS’ EQUITY

Common stock – No par value: 1,000,000 shares authorized, 718,431 shares issued		8,846,670			8,846,670
Retained earnings		45,115,370			44,841,370
Accumulated other comprehensive income (loss)		543,063			(383,669	)
Treasury stock, at cost (102,956 and 102,486 shares at June 30, 2011 and December 31, 2010, respectively)		(9,675,342	)		(9,624,681	)
Total shareholders’ equity		44,829,761			43,679,690

Total liabilities and shareholders’ equity	$	419,518,649		$	405,070,353

See accompanying notes to the unaudited consolidated financial statements.

-3-

Killbuck Bancshares, Inc. and Subsidiary

CONSOLIDATED STATEMENT OF INCOME (UNAUDITED)

	Six Months Ended
	June 30,
	2011		2010
INTEREST INCOME
Interest and fees on loans	$	5,410,855	$	5,761,545
Federal funds sold		66,592		43,471
Investment securities:
Taxable		926,160		962,531
Exempt from federal income tax		744,938		719,692
Total interest income		7,148,545		7,487,239

INTEREST EXPENSE
Deposits		1,940,793		1,964,870
Short term borrowings		3,626		5,021
Federal Home Loan Bank advances		18,913		32,160
Total interest expense		1,963,332		2,002,051

NET INTEREST INCOME		5,185,213		5,485,188

Provision for loan losses		0		155,182

NET INTEREST INCOME AFTER PROVISION FOR LOAN LOSSES		5,185,213		5,330,006

NON INTEREST INCOME
Service charges on deposit accounts		507,407		565,746
Gain on sale of loans, net		37,548		51,931
Bank-owned life insurance		109,213		116,460
Recovery on bank-owned life insurance		0		244,000
Other income		86,190		73,705
Total non interest income		740,358		1,051,842

NON INTEREST EXPENSE
Salaries and employee benefits		2,594,476		2,371,605
Occupancy and equipment expense		492,283		485,951
Professional fees		149,604		193,240
Data processing		123,429		102,486
Postage, Express and Freight		114,079		108,602
Insurance and bond expense		245,474		224,936
Franchise tax		268,350		266,693
Other expenses		568,353		541,154
Total non interest expense		4,556,048		4,294,667

INCOME BEFORE INCOME TAXES		1,369,523		2,087,181
Income taxes		171,850		329,317

NET INCOME	$	1,197,673	$	1,757,864

Earning per common share	$	1.94	$	2.85

Dividend per share	$	1.50	$	1.50

Weighted Average shares outstanding		615,804		616,706

See accompanying notes to the unaudited consolidated financial statements.

-4-

Killbuck Bancshares, Inc. and Subsidiary

CONSOLIDATED STATEMENT OF INCOME (UNAUDITED)

	Three Months Ended
	June 30,
	2011		2010

INTEREST INCOME
Interest and fees on loans	$	2,710,407	$	2,854,628
Federal funds sold		34,653		23,615
Investment securities:
Taxable		481,493		522,938
Exempt from federal income tax		372,289		364,679
Total interest income		3,598,842		3,765,860

INTEREST EXPENSE
Deposits		967,830		990,689
Short term borrowings		1,822		2,398
Federal Home Loan Bank advances		8,987		15,052
Total interest expense		978,639		1,008,139

NET INTEREST INCOME		2,620,203		2,757,721

Provision for loan losses		0		155,182


NET INTEREST INCOME AFTER PROVISION FOR LOAN LOSSES		2,620,203		2,602,539

NON INTEREST INCOME
Service charges on deposit accounts		266,131		290,959
Gain on sale of loans, net		24,613		35,883
Bank-owned life insurance		52,226		57,490
Other income		44,142		39,063
Total non interest income		387,112		423,395

NON INTEREST EXPENSE
Salaries and employee benefits		1,284,942		1,118,420
Occupancy and equipment expense		240,955		234,370
Professional fees		89,967		88,372
Data processing		53,797		51,014
Postage, Express and Freight		52,124		49,071
Insurance and bond expense		122,782		111,197
Franchise tax		133,300		131,643
Other expenses		276,924		261,717
Total non interest expense		2,254,791		2,045,804

INCOME BEFORE INCOME TAXES		752,524		980,130
Income taxes		122,588		164,283

NET INCOME	$	629,936	$	815,847

Earning per common share	$	1.02	$	1.32

Dividend per share	$	1.50	$	1.50

Weighted Average shares outstanding		615,712		616,706

See accompanying notes to the unaudited consolidated financial statements.

-5-

Killbuck Bancshares, Inc. and Subsidiary

CONSOLIDATED STATEMENT OF CHANGES IN SHAREHOLDERS’ EQUITY (UNAUDITED)

SIX MONTHS ENDED JUNE 30, 2011

						Accumulated
						Other						Total
	Common		Retained			Comprehensive			Treasury			Shareholders’			Comprehensive
	Stock		Earnings			Income			Stock			Equity			Income

Balance, December 31, 2010	$	8,846,670	$	44,841,370		$	(383,669	)	$	(9,624,681	)	$	43,679,690

Net income				1,197,673									1,197,673		$	1,197,673
Cash dividends paid ($1.50 per share)				(923,673	)								(923,673	)
Other comprehensive income:
Net unrealized gain on securities, net of tax $477,407							926,732						926,732			926,732
Comprehensive income															$	2,124,405
Purchase of treasury stock, at cost (470 shares)										(50,661	)		(50,661	)

Balance, June 30, 2011 (Unaudited)	$	8,846,670	$	45,115,370		$	543,063		$	(9,675,342	)	$	44,829,761

See accompanying notes to the unaudited consolidated financial statements.

-6-

Killbuck Bancshares, Inc. and Subsidiary

CONSOLIDATED STATEMENT OF CASH FLOWS (UNAUDITED)

	Six Months Ended
	June 30,
	2011			2010
OPERATING ACTIVITIES
Net income	$	1,197,673		$	1,757,864
Adjustments to reconcile net income to net cash provided by Operating activities:
Provision for loan losses		0			155,182
Gain on sale of loans		(37,548	)		(51,931	)
Provision for depreciation and amortization		213,836			235,037
Origination of loans held for sale		(1,866,625	)		(3,561,045	)
Proceeds from the sale of loans		2,224,173			3,540,626
Bank-owned life insurance income		(104,263	)		(244,662	)
Net change in:
Accrued interest and other assets		(289,278	)		(16,470	)
Accrued expenses and other liabilities		(3,683	)		170,560
Net cash provided by operating activities		1,334,285			1,985,161

INVESTING ACTIVITIES
Investment securities available for sale:
Proceeds from maturities and repayments		29,810,414			39,547,107
Purchases		(30,229,187	)		(42,548,053	)
Investment securities held to maturity:
Proceeds from maturities and repayments		1,636,653			822,255
Purchases		(5,095,524	)		(4,838,018	)
Net (increase) decrease in loans		(8,991,337	)		732,101
Proceeds from sale of foreclosed assets		0			22,500
Proceeds from bank owned life insurance		0			390,111
Net Purchase of premises and equipment		(36,612	)		(53,913	)
Net cash used in investing activities		(12,905,593	)		(5,925,910	)

FINANCING ACTIVITIES
Net increase (decrease) in demand deposits		21,759			(16,123,302	)
Net increase in money market and savings deposits		10,498,240			18,441,957
Net increase in time deposits		3,088,744			2,869,465
Repayments of Federal Home Loan Bank advances		(121,835	)		(325,365	)
Net decrease in short term borrowings		(185,000	)		(1,400,000	)
Purchase of Treasury stock		(50,661	)		0
Dividends paid		(923,673	)		(925,059	)
Net cash provided by financing activities		12,327,574			2,537,696

Net increase (decrease) in cash and cash equivalents		756,266			(1,403,053	)
Cash and cash equivalents at beginning of period		66,424,145			45,513,944
Cash and cash equivalents at end of period	$	67,180,411		$	44,110,891

Supplemental Disclosures of Cash Flows Information
Cash Paid During the Period For:
Interest on deposits and borrowings	$	1,982,069		$	2,014,850

Income taxes	$	44,778		$	186,356

See accompanying notes to the unaudited consolidated financial statements.

-7-

Killbuck Bancshares, Inc.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

NOTE 1 – BASIS OF PRESENTATION

The consolidated financial statements include the accounts of Killbuck Bancshares, Inc. (the “Company”) and its wholly owned subsidiary Killbuck Savings Bank Company (the “Bank”). All significant intercompany balances and transactions have been eliminated in the consolidation.

The accompanying reviewed consolidated financial statements have been prepared in accordance with the instructions to Form 10-Q and, therefore, do not necessarily include all information that would be included in audited financial statements. The information furnished reflects all adjustments which, in the opinion of management, are necessary for a fair presentation of financial condition and results of operations. All such adjustments are of a normal recurring nature. The results of operations for the interim periods are not necessarily indicative of the results to be expected for the full year.

These statements should be read in conjunction with the consolidated statements of and for the year ended December 31, 2010 and related notes which are included on the Form 10-K (file no. 000-24147).

NOTE 2 – EARNINGS PER SHARE

The Company currently maintains a simple capital structure; therefore, there are no potential dilutive effects on earnings per share. As such, earnings per share are calculated using the weighted number of shares for the period.

NOTE 3 – COMPREHENSIVE INCOME

The Company is required to present comprehensive income and its components in a full set of general purpose financial statements. Comprehensive income is comprised of the following:

	Six Months			Six Months
	Ended			Ended
	June 30, 2011			June 30, 2010

Net income	$	1,197,673		$	1,757,864
Other comprehensive income:
Net unrealized gain on securities		1,404,139			424,765
Tax effect		(477,407	)		(144,420	)
Total comprehensive income	$	2,124,405		$	2,038,209

	Three Months			Three Months
	Ended			Ended
	June 30, 2011			June 30, 2010

Net income	$	629,936		$	815,847
Other comprehensive income:
Net unrealized gain on securities		1,233,887			620,886
Tax effect		(419,521	)		(211,101	)
Total comprehensive income	$	1,444,302		$	1,225,632

-8-

Killbuck Bancshares, Inc.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) – (Continued)

NOTE 4 –FAIR VALUE MEASUREMENTS

The Company utilizes a hierarchal disclosure framework associated with the level of pricing observability utilized in measuring assets and liabilities at fair value. The three broad levels defined under the literature are as follows:

Level I:

Quoted prices are available in active markets for identical assets or liabilities as of the reported date.

Level II:		Pricing inputs are other than quoted prices in active markets, which are either directly or indirectly observable as of the reported date. The nature of these assets and liabilities include items for which quoted prices are available but traded less frequently, and items that are fair valued using other financial instruments, the parameters of which can be directly observed.

Level III:		Assets and liabilities that have little to no pricing observability as of the reported date. These items do not have two-way markets and are measured using management’s best estimate of fair value, where the inputs into the determination of fair value require significant management judgment or estimation.

The following table presents the assets reported on the consolidated statements of financial condition at their fair value as of June 30, 2011 and December 31, 2010 by level within the fair value hierarchy. As required by the authoritative accounting guidance, financial assets are classified in their entirety based on the lowest level of input that is significant to the fair value measurement.

	June 30, 2011
	Level I		Level II		Level III		Total
	(In thousands)
Assets measured on a recurring basis:
Securities available for sale:
U.S. Government and Agency Obligations	$	--	$	77,251	$	--	$	77,251
Mutual Funds		--		617		--		617

Assets measured on a nonrecurring basis:
Impaired loans		--		--	$	1,205	$	1,205

	December 31, 2010
	Level I		Level II		Level III		Total
	(In thousands)
Assets measured on a recurring basis:
Securities available for sale:
U.S. Government and Agency Obligations	$	--	$	75,486	$	--	$	75,486
Mutual Funds		--		559		--		559

Assets measured on a nonrecurring basis:
Impaired loans		--		--	$	1,234	$	1,234

-9-

Killbuck Bancshares, Inc.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) – (Continued)

NOTE 5 – FAIR VALUE DISCLOSURE OF FINANCIAL INSTRUMENTS

The carrying amounts and estimated fair values at June 30, 2011, and December 31, 2010, are as follows:

	2011				2010
	Carrying		Fair		Carrying		Fair
	Amount		Value		Amount		Value
			(In thousands)
Financial assets:
Cash and due from depository institutions	$	63,689	$	63,689	$	61,711	$	61,711
Federal funds sold		3,491		3,491		4,713		4,713
Securities available for sale		77,868		77,868		76,045		76,045
Securities held to maturity		42,731		44,680		39,332		40,482
Net Loans		214,066		222,167		205,075		213,729
Loans held for sale		0		0		320		320
Accrued interest receivable		1,184		1,184		1,165		1,165
Regulatory stock		1,884		1,884		1,884		1,884
Bank-owned life insurance (“BOLI”)		5,832		5,832		5,727		5,727

Financial liabilities:
Deposits	$	369,798	$	373,369	$	356,189	$	359,687
Short term borrowings		3,400		3,400		3,585		3,585
Federal Home Loan Bank advances		522		614		644		755
Accrued interest payable		167		167		185		185

Financial instruments are defined as cash, evidence of ownership interest in an entity, or a contract which creates an obligation or right to receive or deliver cash or another financial instrument from/to a second entity on potentially favorable or unfavorable terms.

Fair value is defined as the amount at which a financial instrument could be exchanged in a current transaction between willing parties other than in a forced or liquidation sale. If a quoted market price is available for a financial instrument, the estimated fair value would be calculated based upon the market price per trading unit of the instrument.

If no readily available market exists, the fair value estimates for financial instruments should be based upon management’s judgment regarding current economic conditions, interest rate risk, expected cash flows, future estimated losses, and other factors as determined through various option pricing formulas or simulation modeling. As many of these assumptions result from judgments made by management based upon estimates which are inherently uncertain, the resulting estimated fair values may not be indicative of the amount realizable in the sale of a particular financial instrument. In addition, changes in assumptions on which the estimated fair values are based may have a significant impact on the resulting estimated fair values.

As certain assets and liabilities such as deferred tax assets and liabilities, premises and equipment and many other operational elements of the Company, are not considered financial instruments, but have value, this estimated fair value of financial instruments would not represent the full market value of the Company.

The Company employed simulation modeling in determining the estimated fair value of financial instruments for which quoted market prices were not available based upon the following assumptions:

Cash and Due from Depository Institutions, Federal Funds Sold, Accrued Interest Receivable, Regulatory Stock, BOLI, Short-Term Borrowings, and Accrued Interest Payable

The fair value approximates the current carrying value.

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Killbuck Bancshares, Inc.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) – (Continued)

N OTE 5 – FAIR VALUE DISCLOSURE OF FINANCIAL INSTRUMENTS-CONTINUED

Investment Securities and Loans Held for Sale

The fair value of investment securities and loans held for sale are equal to the available quoted market price. If no quoted market price is available, fair value is estimated using the quoted market price for similar securities.

Loans, Deposits, and Federal Home Loan Bank Advances

The fair value is estimated by discounting future cash flows using current market inputs at which loans with similar terms and qualities would be made to borrowers of similar credit quality. Where quoted market prices were available, primarily for certain residential mortgage loans, such market rates were utilized as estimates for fair value. Demand, savings, and money market deposit accounts are valued at the amount payable on demand as of the end of the period. The fair values of certificates of deposit and other borrowed funds are based on the discounted value of contractual cash flows. The discount rates are estimated using rates currently offered for similar instruments with similar remaining maturities.

Commitments to Extend Credit and Standby Letters of Credit

These financial instruments are generally not subject to sale, and estimated fair values are not readily available. The carrying value, represented by the net deferred fee arising from the unrecognized commitment or letter of credit, and the fair value, determined by discounting the remaining contractual fee over the term of the commitment using fees currently charged to enter into similar agreements with similar credit risk, are not considered material for disclosure.

-11-

Killbuck Bancshares, Inc.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) – (Continued)

NOTE 6 – INVESTMENT SECURITIES

The amortized cost of securities and their estimated fair values are as follows:

Securities Available for Sale

	June 30, 2011
			Gross			Gross
	Amortized		Unrealized			Unrealized			Fair
	Cost		Gains			Losses			Value

Obligations of U.S. Government Agencies and Corporations	$	76,501,345		$	797,263		$	48,253		$	77,250,355

Mutual funds		543,415			73,814			--			617,229

Total	$	77,044,760		$	871,077		$	48,253		$	77,867,584


		December 31, 2010
				Gross			Gross
	Amortized			Unrealized			Unrealized			Fair
	Cost			Gains			Losses			Value


Obligations of U.S. Government Agencies and Corporations	$	76,082,573		$	414,509		$	1,011,398		$	75,485,684

Mutual funds		543,415			15,573			--			558,988

Total	$	76,625,988		$	430,082		$	1,011,398		$	76,044,672

Securities Held to Maturity
	June 30, 2011
			Gross			Gross
	Amortized		Unrealized			Unrealized			Fair
	Cost		Gains			Losses			Value

Obligations of States and Political Subdivisions	$	42,730,601		$	1,986,645		$	37,604		$	44,679,642

Total	$	42,730,601		$	1,986,645		$	37,604		$	44,679,642


	December 31, 2010
			Gross			Gross
	Amortized		Unrealized			Unrealized			Fair
	Cost		Gains			Losses			Value

Obligations of States and Political Subdivisions	$	39,332,164		$	1,368,278		$	218,351		$	40,482,091

Total	$	39,332,164		$	1,368,278		$	218,351		$	40,482,091

-12-

Killbuck Bancshares, Inc.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) – (Continued)

NOTE 6 – INVESTMENT SECURITIES – CONTINUED

The following tables show the Company’s gross unrealized losses and fair value, aggregated by investment category and length of time that the individual securities have been in a continuous unrealized loss position, at June 30, 2011 and December 31, 2010. As of June 30, 2011, there were a total of 14 securities in an unrealized loss position.

	June 30, 2011

	Less Than 12 Months						12 Months or Greater
			Gross		Number of				Gross		Number of				Gross
	Fair		Unrealized		Impaired		Fair		Unrealized		Impaired		Fair		Unrealized
	Value		Loss		Securities		Value		Loss		Securities		Value		Loss

U. S. Government Agencies and Corporations	$	5,951,924	$	48,253		3		-		-		-	$	5,951,924	$	48,253

Obligations of States and Political Subdivisions		3,172,304		37,604		11		-		-		-		3,172,304		37,604

Total temporarily impaired debt securities		9,124,228		85,857		14		-		-		-		9,124,228		85,857

Total of all securities	$	9,124,228	$	85,857		14		-		-		-	$	9,124,228	$	85,857

	December 31, 2010

	Less Than 12 Months						12 Months or Greater
			Gross		Number of				Gross		Number of				Gross
	Fair		Unrealized		Impaired		Fair		Unrealized		Impaired		Fair		Unrealized
	Value		Loss		Securities		Value		Loss		Securities		Value		Loss

U. S. Government Agencies and Corporations	$	33,935,490	$	1,011,398		18		-		-		-	$	33,935,490	$	1,011,398

Obligations of States and Political Subdivisions		6,388,398		218,351		26		-		-		-		6,388,398		218,351

Total temporarily impaired debt securities		40,323,888		1,229,749		44		-		-		-		40,323,888		1,229,749

Total of all securities	$	40,323,888	$	1,229,749		44		-		-		-	$	40,323,888	$	1,229,749

-13-

Killbuck Bancshares, Inc.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) – (Continued)

NOTE 6 – INVESTMENT SECURITIES – CONTINUED

The amortized cost and fair values of debt securities at June 30, 2011, by contractual maturity, are shown below. Expected maturities will differ from contractual maturities because borrowers may have the right to call or repay obligations with or without call or prepayment penalties.

	Available for Sale				Held to Maturity
	Amortized		Fair		Amortized		Fair
	Cost		Value		Cost		Value
Due in one year or less	$	646,294	$	725,104	$	3,215,888	$	3,249,354

Due after one year through five years		38,705,441		39,295,569		12,875,401		13,465,241

Due after five through ten years		34,169,111		34,278,902		24,687,534		25,931,258

Due after ten years		3,523,914		3,568,009		1,951,778		2,033,789
	$	77,044,760	$	77,867,584	$	42,730,601	$	44,679,642

At least quarterly the corporation conducts a comprehensive security level impairment assessment on all securities in an unrealized loss position to determine if other than temporary impairment (OTTI) exists. An unrealized loss exists when the current fair value of an individual security is less than its amortized cost basis. Under the current OTTI accounting model for debt securities, an OTTI loss must be recognized for a debt security in an unrealized loss position if the Corporation intends to sell the security or it is more likely than not that the corporation will be required to sell the security before recovery of its amortized cost basis. In this situation, the amount of loss recognized in income is equal to the difference between fair value and the amortized cost basis of the security. Even if the Corporation does not expect to sell the security, the Corporation must evaluate the expected cash flows to be received to determine if a credit loss has occurred. In the event of a credit loss, only the amount of impairment associated with the credit loss is recognized in income. The portion of the unrealized loss relating to other factors, such as liquidity conditions in the market or changes in the market interest rates, is recorded in other comprehensive income. Equity securities are also evaluated to determine whether the unrealized loss is expected to be recoverable based on whether evidence exists to support a realizable value equal to or greater than the amortized cost basis. If it is probable that the Corporation will not recover the amortized cost basis, taking into consideration the estimated recovery period and its ability to hold the equity security until recovery, OTTI is recognized. The security level assessment is performed on each security, regardless of the classification of the security as available for sale or held to maturity. The assessments are based on the nature of the securities, the financial condition of the issuer, the extent and duration of the securities, the extent and duration of the loss and whether Management intends to sell or it is more likely than not that it will be required to sell a security before recovery of its amortized cost basis, which may be maturity. For those securities for which the assessment shows the Corporation will recover the entire cost basis, Management does not intend to sell these securities and it is more likely than not that the Corporation will not be required to sell them before the anticipated recovery of the amortized cost basis, the gross unrealized losses are recognized in other comprehensive income, net of tax.

-14-

Killbuck Bancshares, Inc.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) – (Continued)

NOTE 7 – LOANS

Major classifications of loans are summarized as follows:

	June 30, 2011			December 31, 2010

Real estate – residential	$	91,952,874		$	87,505,717
Real estate – farm		9,281,013			9,925,340
Real estate – commercial		57,259,883			51,310,626
Real estate – construction		10,268,909			10,406,156
Commercial and other loans		42,106,778			41,931,142
Consumer and credit card loans		6,081,093			6,866,408
		216,950,550			207,945,389
Less allowance for loan losses		(2,674,917	)		(2,665,607	)
Less net deferred loan origination fees		(209,609	)		(205,095	)
Loans, net	$	214,066,024		$	205,074,687

	June 30, 2011
	Loans Individually		Loans Collectively
	Evaluated for		Evaluated for
	Impairment		Impairment		Total


Real estate – residential and farm	$	--	$	101,233,887	$	101,233,887
Real estate – commercial and construction		948,710		66,580,082		67,528,792
Commercial and other loans		602,508		41,504,270		42,106,778
Consumer and credit card loans		--		6,081,093		6,081,093
Total	$	1,551,218	$	215,399,332	$	216,950,550

	December 31, 2010
	Loans Individually		Loans Collectively
	Evaluated for		Evaluated for
	Impairment		Impairment		Total


Real estate – residential and farm	$	--	$	97,431,057	$	97,431,057
Real estate – commercial and construction		957,590		60,759,192		61,716,782
Commercial and other loans		639,218		41,291,924		41,931,142
Consumer and credit card loans		--		6,866,408		6,866,408
Total	$	1,596,808	$	206,348,581	$	207,945,389

Loans held for sale at June 30, 2011 and December 31, 2010 were $0 and $320,000, respectively and were carried at cost. Real estate loans serviced for the Federal Home Loan Mortgage Corporation (FHLMC), which are not included in the consolidated balance sheet, totaled $46.4 million and $47.8 million at June 30, 2011 and December 31, 2010, respectively. The Bank is currently collecting a fee of .25% for servicing these loans.

The Company’s primary business activity is with customers located within its local trade area. Residential, commercial, personal, and agricultural loans are granted. The Company also selectively funds loans originated outside of its trade area provided such loans meet its credit policy guidelines. Although the Company has a diversified loan portfolio at June 30, 2011 and December 31, 2010, loans outstanding to individuals and businesses are dependent upon the local economic conditions in its immediate trade area.

-15-

Killbuck Bancshares, Inc.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) – (Continued)

NOTE 7 – LOANS – CONTINUED

The segments of the Bank’s loan portfolio are disaggregated to a level that allows management to monitor risk and performance. The residential real estate loan segment is further disaggregated into two classes: amortizing term loans, which are primarily first liens, and home equity lines of credit, which are generally second liens. The commercial real estate (“CRE”) loan segment is further disaggregated into two classes. Non-owner occupied CRE loans, which include loans secured by non-owner occupied nonfarm nonresidential properties, generally have a greater risk profile than all other CRE loans, which include loans secured by multifamily structures and owner-occupied commercial structures. The commercial and other loans segment consists of loans made for the purpose of financing the activities of commercial customers. The consumer loan segment consists primarily of installment loans (direct and indirect) and credit card loans.

Management evaluates individual loans in all of the commercial segments for possible impairment if the loan is greater than $250,000 or is part of a relationship that is greater than $500,000, and if the loan either is in nonaccrual status, or is risk rated Substandard and is greater than 60 days past due. Loans are considered to be impaired when, based on current information and events, it is probable that the Corporation will be unable to collect the scheduled payments of principal or interest when due according to the contractual terms of the loan agreement. Factors considered by management in evaluating impairment include payment status, collateral value, and the probability of collecting scheduled principal and interest payments when due. Management determines the significance of payment delays and payment shortfalls on a case-by-case basis, taking into consideration all of the circumstances surrounding the loan and the borrower, including the length of the delay, the reasons for the delay, the borrower’s prior payment record, and the amount of the shortfall in relation to the principal and interest owed. The Corporation does not separately evaluate individual consumer and residential mortgage loans for impairment, unless such loans are part of larger relationship that is impaired, or are classified as a troubled debt restructuring agreement.

Once the determination has been made that a loan is impaired, the determination of whether a specific allocation of the allowance is necessary is measured by comparing the recorded investment in the loan to the fair value of the loan using one of three methods: (a) the present value of expected future cash flows discounted at the loan’s effective interest rate; (b) the loan’s observable market price; or (c) the fair value of the collateral less selling costs. The method is selected on a loan-by loan basis, with management primarily utilizing the fair value of collateral method. The evaluation of the need and amount of a specific allocation of the allowance and whether a loan can be removed from impairment status is made on a quarterly basis. The Corporation’s policy for recognizing interest income on impaired loans does not differ from its overall policy for interest recognition.

-16-

Killbuck Bancshares, Inc.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) – (Continued)

NOTE 7 – LOANS – CONTINUED

The following table presents impaired loans by class, segregated by those for which a specific allowance was required and those for which a specific allowance was not necessary as of June 30, 2011 and December 31, 2010:

					Impaired
					Loans with No
	Impaired Loans with				Specific
June 30, 2011	Specific Allowance				Allowance		Total Impaired Loans
									Unpaid
	Recorded		Related		Recorded		Recorded		Principal
	Investment		Allowance		Investment		Investment		Balance

Real estate – commercial and construction	$	948,710	$	122,885		-	$	948,710	$	948,710
Commercial and other loans		602,508		222,930		-		602,508		602,508
Total Impaired Loans	$	1,551,218	$	345,815		-	$	1,551,218	$	1,551,218

					Impaired
					Loans with No
	Impaired Loans with				Specific
December 31, 2010	Specific Allowance				Allowance		Total Impaired Loans
									Unpaid
	Recorded		Related		Recorded		Recorded		Principal
	Investment		Allowance		Investment		Investment		Balance

Real estate – commercial and construction	$	957,590	$	131,765		-	$	957,590	$	957,590
Commercial and other loans		639,218		231,491		-		639,218		639,218
Total Impaired Loans	$	1,596,808	$	363,256		-	$	1,596,808	$	1,596,808

The following table presents the average recorded investment in impaired loans and related interest income recognized for the six months ended June 30, 2011 and for the year 2010:

	June 30, 2011		December 31, 2010

Average Investment in impaired loans:
Real estate – commercial	$	953,150	$	969,209
Commercial loans		620,863		543,367
Interest income recognized on an accrual basis on impaired loans:
Real estate – commercial	$	0	$	71,163
Commercial loans		19,089		33,389
Interest income recognized on a cash basis on impaired loans		--		--

-17-

Killbuck Bancshares, Inc.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) – (Continued)

NOTE 7 – LOANS – CONTINUED

Total nonaccrual loans and the related interest for the six months ended June 30, 2011 and for the year ended December 31, 2010 are as follows.

	2011		2010
Principal outstanding	$	1,010,839	$	107,402
Contractual interest due	$	32,931	$	3,524
Interest income recognized	$	--	$	--

The following table presents loans that are troubled debt restructurings as of June 30, 2011 and December 31, 2010:

									Troubled Debt
									Restructurings that
	Troubled Debt				New Troubled Debt				Subsequently
	Restructurings at				Restructurings in				Defaulted during Prior
	Period End				YTD Period				Twelve Months
	Number of		Recorded		Number of		Recorded		Number of		Recorded
June 30, 2011	Contracts		Investment		Contracts		Investment		Contracts		Investment

Real estate – residential and farm		--		--		--		--		--		--
Real estate – commercial and construction		--		--		--		--		--		--
Commercial and other loans		3	$	256,477		--		--		--		--
Consumer and credit card loans		1		1,870		--		--		--		--
Total		4	$	258,347		--		--		--		--

									Troubled Debt
									Restructurings that
	Troubled Debt				New Troubled Debt				Subsequently
	Restructurings at				Restructurings in				Defaulted during Prior
	Period End				YTD Period				Twelve Months
	Number of		Recorded		Number of		Recorded		Number of		Recorded
December 31, 2010	Contracts		Investment		Contracts		Investment		Contracts		Investment

Real estate – residential and farm		--		--		--		--		--		--
Real estate – commercial and construction		--		--		--		--		--		--
Commercial and other loans		3	$	283,205		3	$	292,482		--		--
Consumer and credit card loans		--		--		--		--		--		--
Total		3	$	283,205		3	$	292,482		--		--

Management uses an eight point internal risk rating system to monitor the credit quality of the overall loan portfolio. The first four categories are considered not criticized, and are aggregated as “Pass” rated. The criticized rating categories utilized by management generally follow bank regulatory definitions. The Special Mention category includes assets that are currently protected but are potentially weak, resulting in an undue and unwarranted credit risk, but not to the point of justifying a Substandard classification. Loans in the Substandard category have well-defined weaknesses that jeopardize the liquidation of the debt, and have a distinct possibility that some loss will be sustained if the weaknesses are not corrected. All loans greater than 90 days past due are considered Substandard. Any portion of a loan that has been charged off is placed in the Loss category.

-18-

Killbuck Bancshares, Inc.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) – (Continued)

NOTE 7 – LOANS – CONTINUED

To help ensure that risk ratings are accurate and reflect the present and future capacity of borrowers to repay a loan as agreed, the Bank has a structured loan rating process with several layers of internal and external oversight. Generally, consumer and residential mortgage loans are included in the Pass categories unless a specific action, such as bankruptcy, delinquency, repossession, or death occurs to raise awareness of a possible credit event. The Bank’s Commercial Loan Officers are responsible for the timely and accurate risk rating of the loans in their portfolios at origination and on an ongoing basis. The Credit Department performs an annual review of all commercial relationships $250,000 or greater. Confirmation of the appropriate risk grade is included in the review on an ongoing basis. The Bank has an experienced Loan Review Department that continually reviews and assesses loans within the portfolio. The Bank engages an external consultant to conduct loan reviews on at least an annual basis. Generally, the external consultant reviews commercial relationships greater than $250,000 and all criticized relationships. Detailed reviews, including plans for resolution, are performed on loans classified as Substandard on a quarterly basis. Loans in the Special Mention and Substandard categories that are collectively evaluated for impairment are given separate consideration in the determination of the allowance.

The following table presents the classes of the loan portfolio summarized by the aggregate Pass and the criticized categories of Special Mention, Substandard and Doubtful within the internal risk rating system as of June 30, 2011 and December 31, 2010:

			Special
June 30, 2011	Pass		Mention		Substandard		Doubtful		Total

Real estate – residential and farm	$	98,458,459	$	1,241,072	$	1,534,356		--	$	101,233,887
Real estate – commercial and construction		59,926,994		3,305,504		4,296,294		--		67,528,792
Commercial and other loans		40,019,951		511,247		1,445,769	$	129,811		42,106,778
Consumer and credit card loans		6,014,189		54,116		12,788		--		6,081,093
Total	$	204,419,593	$	5,111,939	$	7,289,207	$	129,811	$	216,950,550

			Special
December 31, 2010	Pass		Mention		Substandard		Doubtful		Total

Real estate – residential and farm	$	94,542,356	$	1,392,351	$	1,496,350		--	$	97,431,057
Real estate – commercial and construction		50,610,705		6,559,073		4,547,004		--		61,716,782
Commercial and other loans		39,304,012		688,352		1,803,409	$	135,369		41,931,142
Consumer and credit card loans		6,808,388		42,215		15,805		--		6,866,408
Total	$	191,265,461	$	8,681,991	$	7,862,568	$	135,369	$	207,945,389

-19-

Killbuck Bancshares, Inc.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) – (Continued)

NOTE 7 – LOANS – CONTINUED

Management further monitors the performance and credit quality of the loan portfolio by analyzing the age of the portfolio as determined by the length of time a recorded payment is past due. The following table presents the classes of the loan portfolio summarized by the aging categories of performing loans and nonaccrual loans as of June 30, 2011 and December 31, 2010:

			30-59 Days		60-89 Days		Greater Than		Total		Non-
June 30, 2011	Current		Past Due		Past Due		89 Days		Past Due		Accrual		Total Loans

Real estate – residential and farm	$	100,381,512	$	790,246		--		--	$	790,246	$	62,129	$	101,233,887
Real estate – commercial and construction		66,394,882		185,200		--		--		185,200		948,710		67,528,792
Commercial and other loans		42,001,950		52,933	$	20,141	$	31,754		104,828		--		42,106,778
Consumer and credit card loans		6,068,797		11,891		405		--		12,296		--		6,081,093
Total	$	214,847,141	$	1,040,270	$	20,546	$	31,754	$	1,092,570	$	1,010,839	$	216,950,550

			30-59 Days		60-89 Days		Greater Than		Total		Non-
December 31, 2010	Current		Past Due		Past Due		89 Days		Past Due		Accrual		Total Loans

Real estate – residential and farm	$	97,253,887	$	53,829	$	15,939		--	$	69,768	$	107,402	$	97,431,057
Real estate – commercial and construction		60,618,420		1,098,362		--		--		1,098,362		--		61,716,782
Commercial and other loans		41,734,675		178,788		17,679		--		196,467		--		41,931,142
Consumer and credit card loans		6,858,090		5,585		1,055	$	1,678		8,318		--		6,866,408
Total	$	206,465,072	$	1,336,564	$	34,673	$	1,678	$	1,372,915	$	107,402	$	207,945,389

NOTE 8 – ALLOWANCE FOR LOAN LOSSES

An allowance for loan losses (“ALL”) is maintained to absorb losses from the loan portfolio. The ALL is based on management’s continuing evaluation of the risk characteristics and credit quality of the loan portfolio, assessment of current economic conditions, diversification and size of the portfolio, adequacy of collateral, past and anticipated loss experience, and the amount of non-performing loans.

The Bank’s methodology for determining the ALL is based on the requirements of ASC Section 310-10-35 for loans individually evaluated for impairment (discussed above) and ASC Subtopic 450-20 for loans collectively evaluated for impairment, as well as the Interagency Policy Statements on the Allowance for Loan and Lease Losses and other bank regulatory guidance. The total of the two components represents the Bank’s ALL.

Loans that are collectively evaluated for impairment are analyzed with general allowances being made as appropriate. For general allowances, historical loss trends are used in the estimation of losses in the current portfolio. These historical loss amounts are modified by other qualitative factors.

The classes described above provide the starting point for the ALL analysis. Management tracks the historical net charge-off activity for each class. A historical charge-off factor is calculated for each class utilizing a rolling 12 quarters.

-20-

Killbuck Bancshares, Inc.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) – (Continued)

NOTE 8 – ALLOWANCE FOR LOAN LOSSES – CONTINUED

“Pass” rated credits are segregated from “Criticized” credits for the application of qualitative factors. Management has identified a number of qualitative factors which it uses to supplement the historical charge-off factor because these factors are likely to cause estimated credit losses associated with the existing loan pools to differ from historical loss experience. The factors that are evaluated quarterly and updated using information obtained from internal, regulatory, and governmental sources are: national and local economic trends and conditions; levels of and trends in delinquency rates and non-accrual loans; trends in volumes and terms of loans; effects of changes in lending policies; experience, ability, and depth of lending staff; value of underlying collateral; and concentrations of credit from a loan type, industry and/or geographic standpoint.

Management reviews the loan portfolio on a quarterly basis using a defined, consistently applied process in order to make appropriate and timely adjustments to the ALL. When information confirms all or part of specific loans to be uncollectible, these amounts are promptly charged off against the ALL.

An analysis of the change in the allowance for loan losses for the six months ended June 30, 2011 and the year ended December 31, 2010 follows:

	2011			2010
Balance, Beginning of the period	$	2,665,607		$	2,441,169
Add:
Provision charged to operations		--			215,182
Loan recoveries		12,496			69,651
Less: Loans charged off		(3,186	)		(60,395	)
Balance, End of the period	$	2,674,917		$	2,665,607

The following table summarizes the primary segments of the ALL, segregated into the amount required for loans individually evaluated for impairment and the amount required for loans collectively evaluated for impairment as of June 30, 2011. Activity in the allowance is presented for the six months ended June 30, 2011:

	Real Estate		Real Estate			Commercial			Consumer
	Residential		Commercial			and			and
June 30, 2011	and Farm		and Construction			Other Loans			Credit Cards			Total

Allowance for Loan Losses:
Beginning Balance	$	671,646	$	985,042		$	954,526		$	54,393		$	2,665,607
Charge-offs		--		--			--			(3,186	)		(3,186	)
Recoveries		--		1,800			9,350			1,346			12,496
Provision		13,550		(1,800	)		(11,750	)		--			--
Ending Balance	$	685,196	$	985,042		$	952,126		$	52,553		$	2,674,917

Ending Balance: individually
evaluated for impairment	$	0	$	122,885		$	222,930		$	0		$	345,815

Ending Balance: collectively
evaluated for impairment	$	685,196	$	862,157		$	729,196		$	52,553		$	2,329,102

The allowance for loan losses is based on estimates, and actual losses will vary from current estimates. Management believes that the breakdown of the homogeneous pools and the related historical loss ratios and other qualitative factors, as well as the consistency in the application of assumptions, result in an ALL that is representative of the risk found in the components of the portfolio at any given date.

-21-

Killbuck Bancshares, Inc.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) – (Continued)

NOTE 9 – RECENT ACCOUNTING PRONOUNCEMENTS

In January 2010, the FASB issued ASU No. 2010-06, Fair Value Measurements and Disclosures (Topic 820): Improving Disclosures about Fair Value Measurements . ASU 2010-06 amends Subtopic 820-10 to clarify existing disclosures, require new disclosures, and includes conforming amendments to guidance on employers’ disclosures about postretirement benefit plan assets. ASU 2010-06 is effective for interim and annual periods beginning after December 15, 2009, except for disclosures about purchases, sales, issuances, and settlements in the roll forward of activity in Level 3 fair value measurements. Those disclosures are effective for fiscal years beginning after December 15, 2010 and for interim periods within those fiscal years. The adoption of this guidance is not expected to have a significant impact on the Company’s financial statements.

In July 2010, FASB issued ASU No. 2010-20, Receivables (Topic 310): Disclosures about the Credit Quality of Financing Receivables and the Allowance for Credit Losses. ASU 2010-20 is intended to provide additional information to assist financial statement users in assessing an entity’s credit risk exposures and evaluating the adequacy of its allowance for credit losses. The disclosures as of the end of a reporting period are effective for interim and annual reporting periods ending on or after December 15, 2010. The disclosures about activity that occurs during a reporting period are effective for interim and annual reporting periods beginning on or after December 15, 2010. The amendments in ASU 2010-20 encourage, but do not require, comparative disclosures for earlier reporting periods that ended before initial adoption. However, an entity should provide comparative disclosures for those reporting periods ending after initial adoption. The Company has included the required disclosures in footnote 7 and 8.

In October, 2010, the FASB issued ASU 2010-26, Accounting for Costs Associated with Acquiring or Renewing Insurance Contracts . This ASU addresses the diversity in practice regarding the interpretation of which costs relating to the acquisition of new or renewal insurance contracts qualify for deferral, The amendments are effective for fiscal years and interim periods within those fiscal years, beginning after December 15, 2011 and are not expected to have a significant impact on the Company’s financial statements.

In December, 2010, the FASB issued ASU 2010-28, When to Perform Step 2 of the Goodwill Impairment Test for Reporting Units with Zero or Negative Carrying Amounts . This ASU modifies Step 1 of the goodwill impairment test for reporting units with zero or negative carrying amounts. For those reporting units, an entity is required to perform Step 2 of the goodwill impairment test if it is more likely than not that a goodwill impairment exists. In determining whether it is more likely than not that a goodwill impairment exists, an entity should consider whether there are any adverse qualitative factors indicating an impairment may exist. The qualitative factors are consistent with the existing guidance, which requires that goodwill of a reporting unit be tested for impairment between annual tests if an event occurs or circumstances change that would more likely than not reduce the fair value of a reporting unit below its carrying amount. For public entities, the amendments in this Update are effective for fiscal year, and interim periods within those years, beginning after December 15, 2010. Early adoption is not permitted. For nonpublic entities, the amendments are effective for fiscal years, and interim periods within those years, beginning after December 15, 2011. Nonpublic entities may early adopt the amendments using the effective date for public entities. This ASU is not expected to have a significant impact on the Company’s financial statements.

In December 2010, the FASB issued ASU 2010-29, Disclosure of Supplementary Pro Forma Information for Business Combinations . The amendments in this update specify that if a public entity presents comparative financial statements, the entity should disclose revenue and earnings of the combined entity as though the business combination(s) that occurred during the current year had occurred as of the beginning of the comparable prior annual reporting period only. The amendments also expand the supplemental pro forma disclosures under Topic 805 to include a description of the nature and amount of material, nonrecurring pro forma adjustments directly attributable to the business combination included in the reported pro forma revenue and earnings. The amendments in this Update are effective prospectively for business combinations for which the acquisition date is on or after the beginning of the first annual reporting period beginning on or after December 15, 2010. Early adoption is permitted. This ASU is not expected to have a significant impact on the Company’s financial statements.

-22-

Killbuck Bancshares, Inc.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) – (Continued)

NOTE 9 – RECENT ACCOUNTING PRONOUNCEMENTS – CONTINUED

In January 2011, the FASB issued ASU 2011-01, Receivables (Topic 310): Deferral of the Effective Date of Disclosures about Troubled Debt Restructurings in Update No. 2010-20 . The amendments in this Update temporarily delay the effective date of the disclosures about troubled debt restructurings in Update 2010-20, enabling public-entity creditors to provide those disclosures after the FASB clarifies the guidance for determining what constitutes a troubled debt restructuring. The deferral in this Update will result in more consistent disclosures about troubled debt restructurings. This amendment does not defer the effective date of the other disclosure requirements in Update 2010-20. In the proposed Update for determining what constitutes a troubled debt restructuring, the FASB proposed that the clarifications would be effective for interim and annual periods ending after June 15, 2011. For the new disclosures about troubled debt restructurings in Update 2010-20, those clarifications would be applied retrospectively to the beginning of the fiscal year in which the proposal is adopted. The adoption of this guidance in not expected to have a significant impact on the Company’s financial statements.

In April 2011, the FASB issued ASU 2011-02, Receivables (Topic 310): A Creditor’s Determination of Whether a Restructuring Is a Troubled Debt Restructuring . The amendments in this Update provide additional guidance or clarification to help creditors in determining whether a creditor has granted a concession and whether a debtor is experiencing financial difficulties for purposes of determining whether a restructuring constitutes a troubled debt restructuring. The amendments in this Update are effective for the first interim or annual reporting period beginning on or after June 15, 2011, and should be applied retrospectively to the beginning annual period of adoption. As a result of applying these amendments, an entity may identify receivables that are newly considered impaired. For purposes of measuring impairment of those receivables, an entity should apply the amendments prospectively for the first interim or annual period beginning on or after June 15, 2011. This ASU is not expected to have a significant impact on the Company’s financial statements.

In April 2011, the FASB issued ASU 2011-03, Reconsideration of Effective Control for Repurchase Agreements . The main objective in developing this Update is to improve the accounting for repurchase agreements (repos) and other agreements that both entitle and obligate a transferor to repurchase or redeem financial assets before their maturity. The amendments in this Update remove from the assessment of effective control (1) the criterion requiring the transferor to have the ability to repurchase or redeem the financial assets on substantially the agreed terms, even in the event of default by the transferee, and (2) the collateral maintenance implementation guidance related to that criterion. The amendments in this Update apply to all entities, both public and nonpublic. The amendments affect all entities that enter into agreements to transfer financial assets that both entitle and obligate the transferor to repurchase or redeem the financial assets before their maturity. The guidance in this Update is effective for the first interim or annual period beginning on or after December 15, 2011 and should be applied prospectively to transactions or modifications of existing transactions that occur on or after the effective date. Early adoption is not permitted. This ASU is not expected to have a significant impact on the Company’s financial statements.

In May 2011, the FASB issued ASU 2011-04, Amendments to Achieve Common Fair Value Measurement and Disclosure Requirements in U.S. GAAP and IFRSs. The amendments in this Update result in common fair value measurement and disclosure requirements in U.S. GAAP and IFRSs. Consequently, the amendments change the wording used to describe many of the requirements in U.S. GAAP for measuring fair value and for disclosing information about fair value measurements. The amendments in this Update are to be applied prospectively. For public entities, the amendments are effective during interim and annual periods beginning after December 15, 2011. For nonpublic entities, the amendments are effective for annual periods beginning after December 15, 2011. Early application by public entities is not permitted. This ASU is not expected to have a significant impact on the Company’s financial statements.

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Killbuck Bancshares, Inc.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) – (Continued)

NOTE 9 - RECENT ACCOUNTING PRONOUNCEMENTS - CONTINUED

In June 2011, the FASB issued ASU 2011-05, Presentation of Comprehensive Income. The amendments in this Update improve the comparability, clarity, consistency, and transparency of financial reporting and increase the prominence of items reported in other comprehensive income. To increase the prominence of items reported in other comprehensive income and to facilitate convergence of U.S. GAAP and IFRS, the option to present components of other comprehensive income as part of the statement of changes in stockholders’ equity was eliminated. The amendments require that all non-owner changes in stockholders’ equity be presented either in a single continuous statement of comprehensive income or in two separate but consecutive statements. In the two-statement approach, the first statement should present total net income and its components followed consecutively by a second statement that should present total other comprehensive income, the components of other comprehensive income, and the total of comprehensive income. All entities that report items of comprehensive income, in any period presented, will be affected by the changes in this Update. For public entities, the amendments are effective for fiscal years, and interim periods within those years, beginning after December 15, 2011. For nonpublic entities, the amendments are effective for fiscal years ending after December 15, 2012, and interim and annual periods thereafter. The amendments in this Update should be applied retrospectively, and early adoption is permitted. This ASU is not expected to have a significant impact on the Company’s financial statements.

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MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION

AND RESULTS OF OPERATIONS

The Private Securities Litigation Reform Act of 1995 contains safe harbor provisions regarding forward-looking statements. When used in this discussion, the words “believes”, “anticipates”, “contemplates”, “expects”, and similar expressions are intended to identify forward-looking statements. Such statements are subject to certain risks and uncertainties, which could cause actual results to differ materially from those projected. Those risks and uncertainties include changes in interest rates, risks associated with the ability to control costs and expenses, and general economic conditions. Killbuck Bancshares, Inc. (“The Company”) undertakes no obligation to publicly release the results of any revisions to those forward-looking statements, which may be made to reflect events or circumstances after the date hereof or to reflect the occurrence of unanticipated events.

The Company conducts no significant business or operations of its own other than holding all of the outstanding stock of the Killbuck Savings Bank Company (“The Bank”). As a result, references to the Company generally refer to the Bank unless the context indicates otherwise.

Critical Accounting Policies

The Company’s accounting policies are integral to understanding the results reported. The accounting policies are described in detail in Note 1 of the consolidated financial statements filed with the Commission as part of the Company’s annual report on Form 10-K for its fiscal year ended December 31, 2010. Our most complex accounting policies require management’s judgment to ascertain the valuation of assets, liabilities, commitments and contingencies. We have established detailed policies and control procedures that are intended to ensure valuation methods are well controlled and applied consistently from period to period. In addition, the policies and procedures are intended to ensure that the process for changing methodologies occurs in an appropriate manner. The following is a brief description of our current accounting policies involving significant management valuation judgments.

Allowance for Loan Losses - Arriving at an appropriate level of allowance for loan losses involve a high degree of judgment. The Company’s allowance for loan losses provides for probable losses based upon evaluations of known and inherent risks in the loan portfolio.

Management uses historical information to assess the adequacy of the allowance for loan losses as well as the prevailing business environment as it is affected by changing economic conditions and various external factors, which may impact the portfolio in ways currently unforeseen. The allowance is increased by provisions for loan losses and by recoveries of loans previously charged-off and reduced by loans charged-off. For a full discussion of the Company’s methodology of assessing the adequacy of the reserve for loan losses, refer to Note 1 of the consolidated financial statements filed with the Commission as part of the Company’s annual report on Form 10-K for its fiscal year ended December 31, 2010.

Goodwill and Other Intangible Assets - As discussed in Note 6 of the consolidated financial statements, filed with the Commission as part of the Company’s annual report on Form 10-K for its fiscal year ended December 31, 2010, the Company must assess goodwill and other intangible assets each year for impairment. This assessment involves estimating cash flows for future periods. If the future cash flows were less than the recorded goodwill and other intangible assets balances, we would be required to take a charge against earnings to write down the assets to the lower value.

Deferred Tax Assets - We use an estimate of future earnings to support our position that the benefit of our deferred tax assets will be realized. If future income should prove non-existent or less than the amount of the deferred tax assets within the tax years to which they may be applied, the asset may not be realized and our net income will be reduced. Our deferred tax assets are described further in Note 13 of the consolidated financial statements filed with the Commission as part of the Company’s annual report on Form 10-K for its fiscal year ended December 31, 2010.

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Financial Condition

The Company’s assets at June 30, 2011 totaled $419.5 million, an increase of $14.4 million, or 3.6% over December 31, 2010 totals.

The asset growth during the first half of 2011 generally reflects a $13.6 million, or 3.8% increase in total deposits. The deposit growth is generally reflective of the Company’s continuing marketing efforts directed at profitable organic growth.

Cash and cash equivalents increased by $0.8 million, or 1.1% to $67.2 million at June 30, 2011. The Company has maintained above normal levels of cash and cash equivalents due to economic uncertainty in the environment.

Investment securities available for sale increased by $1.8 million or 2.4% from December 31, 2010 to June 30, 2011 due to an increase in suitable securities available to purchase for the portfolio. Investments held to maturity increased $3.4 million or 8.6% due to some attractive municipal securities acquired for the portfolio.

Loans receivable increased during the first half of 2011 by $9.0 million, or 4.4%, totaling $214.1 million at June 30, 2011. Loan growth during the first half of 2011 was principally confined to residential real estate and commercial real estate credits, which increased during the first half of 2011 by $4.4 million and $5.9 million, respectively. The remainder of the Company’s loan products, with the exception of a slight increase in commercial loans, showed a modest decline during the first half of 2011. The growth in residential real estate and commercial real estate loans can generally be attributable to a modest expansion of loan demand in the residential and commercial sectors.

The Company’s allowance for loan losses at June 30, 2011 totaled $2.7 million, or 1.23% of total loans, as compared to $2.7 million, or 1.28% of total loans at December 31, 2010.

The allowance for loan losses is management’s estimate of the amount of probable credit losses in the portfolio. The Company determines the allowance for loan losses based upon an ongoing evaluation. This evaluation is inherently subjective, as it requires material estimates, including the amounts and timing of cash flows expected to be received on impaired loans that may be susceptible to significant change. Increases to the allowance for loan losses are made by charges to the provision for loan losses. Loans deemed uncollectible are charged against the allowance for loan losses. Recoveries of previously charged-off amounts are credited to the allowance for loan losses.

The Company’s allowance for loan losses is the accumulation of various components calculated based upon independent methodologies. All components of the allowance for loan losses represent an estimation performed according to either Financial Accounting Standards Board Accounting Standards Codification Topic 450-Contingencies, or Topic 310-Receivables. Management’s estimate of each allowance component is based on certain observable data that management believes is the most reflective of the underlying loan losses being estimated. Changes in the amount of each component of the allowance for loan losses are directionally consistent with changes in the observable data and corresponding analyses. Some of the components that management factors in are current economic conditions, loan growth assumptions, credit concentrations, and levels of nonperforming loans.

A key element of the methodology for determining the allowance for loan losses is the Company’s credit-risk-evaluation process, which includes credit-risk grading of individual commercial loans. Loans are assigned credit-risk grades based on an internal assessment of conditions that affect a borrower’s ability to meet its contractual obligation under the loan agreement. The assessment process includes reviewing a borrower’s current financial information, historical payment experience, credit documentation, public information, and other information specific to each individual borrower. Certain commercial loans are reviewed on an annual or rotational basis or as management becomes aware of information affecting a borrower’s ability to fulfill its obligation.

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Total deposits at June 30, 2011 were $369.8 million compared to $356.2 million at December 31, 2010. Demand accounts remained level at $91.9 million, while money market accounts, savings accounts and time deposits accounts increased $6.9 million, $3.6 million and $3.1 million respectively. Management attributes these changes to the changes in interest rates. A Money Market account is a short term investment that customers use while waiting until the interest rates meet their expectations for longer term time deposits.

Federal Home Loan Bank advances decreased $122,000 due to maturities and scheduled repayments, and short-term borrowings decreased $185,000 at June 30, 2011 from December 31, 2010.

Shareholders’ Equity increased by $1.2 million or 2.6%, which was mainly due to earnings of $1.2 million for the first six months of 2011 plus an increase of $0.9 million in net unrealized gain on securities included in other comprehensive income, decreased by dividends paid totaling $0.9 million and $51,000 in treasury stock purchases. Management monitors risk-based capital and leveraged capital ratios in order to assess compliance of the regulatory guidelines. At June 30, 2011, the total capital ratio was 19.06%; the Tier I capital ratio was 17.95%, and the leverage ratio was 10.35%, compared to regulatory capital requirements of 8.0%, 4.0% and 4.0% respectively. These ratios are well in excess of regulatory capital requirements.

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RESULTS OF OPERATIONS

Comparison of the Six Months Ended June 30, 2011 and 2010

Net income for the six-month period ended June 30, 2011, was $1,198,000, a decrease of $560,000 or 31.9% from the $1,758,000 million reported at June 30, 2010.

Total interest income of approximately $7,149,000 for the six-month period ended June 30, 2011, compares to $7,487,000 million for the same period in 2010, a decrease of $338,000 or 4.5%. The decrease in total interest income is primarily attributable to a decrease in interest and fees on loans due primarily to a decrease in the average yield on the underlying principal balances. See “Average Balance Sheet” for the six-month periods ended June 30, 2011 and 2010. The yield on loans decreased to 5.11% for the first six months of 2011 compared to 5.46% for the first six months of 2010. Average loan balances were $211,963,000 for the first six months of 2011 compared to $210,890,000 for the first six months of 2010. The interest on investment securities of $1,671,000 for 2011 compares to $1,682,000 for 2010. The decrease in investment income is primarily attributable to a decrease in yield. Average investment balances were $118,740,000 compared to $100,162,000 and the yields were 2.81% compared to 3.36% for the first six months of 2011 and 2010 respectively. The interest on balances held at the Federal Reserve Bank increased due to the increase in volume. The average balance outstanding in due from the Federal Reserve Bank was $52,331,000 compared to $33,336,000 for the first six months of 2011 and 2010 respectively. The yield on the excess liquidity in due from Federal Reserve Bank remained level at 0.24% for 2011 and 2010.

Total interest expense of $1,963,000 for the six-month period ending June 30, 2011 represents a decrease of $39,000 from the $2,002,000 reported for the same six-month period in 2010. The decrease in interest expense on deposits of $24,000 is due mainly to a decrease in the average rate paid on money market deposits. The cost of money market deposits was 0.57% compared to 0.82% for this six-month period of 2011 and 2010, respectively. The cost on interest bearing deposits was 1.28%, compared to 1.47% for the six-month periods of 2011 and 2010 respectively. Average interest-bearing deposits were $306,877,000 for the first six months of 2011 compared to $272,659,000 for the first six months of 2010. See “Average Balance Sheet” for the six-month periods ended June 30, 2011 and 2010.

Net interest income of $5,185,000 for the six months ended June 30, 2011, compares to $5,485,000 for the same six-month period in 2010, a decrease of $300,000 or 5.5%. The foregoing factors culminated in the Company’s attainment of an interest rate spread of 2.40% and a net yield on earning assets of 2.67% in 2011, compared to 2.81% and 3.13% respectively, in 2010. Management believes the Company’s reduction in spread and margin in 2011 primarily stems from the need to carry higher levels of liquidity in the current environment, and does not represent a material adverse trend. The net interest margin is expected to stabilize in 2011 but remain low.

The provision for loan losses was $0 for the first six months of 2011, as compared to $155,000 for the same six-month period in 2010. The decreased loss provision is attributable to management’s analysis of the allowance for loan losses. As stated previously, the Company maintains the allowance at a level commensurate with the credit risks inherent in the portfolio.

Total non-interest income for the six-month period ended June 30, 2011, of $740,000 compares to $1,052,000 for the same six-month period in 2010, a decrease of $312,000 or 29.6%. Service charges and fees on deposit accounts decreased $58,000 due to decreased usage of ATM machines and a decrease in non-sufficient funds fees and overdraft fees. Gains on sale of loans decreased $14,000 primarily due to a decline in refinancing. Recovery on bank owned life insurance (BOLI) income decreased $244,000 in 2011 compared to 2010.

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Total non-interest expense of $4,556,000 for the six months ended June 30, 2011, compares to $4,295,000 for the same six-month period in 2010. This represents an increase of $261,000 or 6.1%. Salary and employee benefits increased approximately $222,000 due to adjusting the payroll accrual and hiring an executive officer, plus normal increases in salaries and employee benefits. Professional fees decreased $44,000 reflecting decreases in legal, examination and audit, and consulting fees. The changes in the remaining expense accounts were attributable to increases/decreases in items that are normal and recurring in nature.

Income tax expense declined to $172,000 for the six months ended June 30, 2011, representing a $157,000 or 47.8%, reduction from the $329,000 of income tax expense recorded in 2010. The decline is primarily attributable to lower pretax income and a higher level of tax-exempt income in 2011. The Company’s effective tax rate was 12.5% in 2011, as compared to 15.8% in 2010. The principal difference between the Company’s effective tax rate in 2011 and 2010 and the 34% statutory tax rate in effect for both years resulted from the beneficial effects of tax-exempt income.

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RESULTS OF OPERATIONS

Comparison of the Three Months Ended June 30, 2011 and 2010

Net income for the three-month period ended June 30, 2011, was $630,000, a decrease of $186,000 or 22.8% from the $816,000 reported at June 30, 2010.

Total interest income of approximately $3,599,000 for the three-month period ended June 30, 2011, compares to $3,766,000 for the same period in 2010, a decrease of $167,000 or 4.4%. The decrease in total interest income is primarily attributable to a decrease in the loan category. Interest and fees on loans decreased $144,000 or 5.1% for the three-month period ended June 30, 2011 compared to the same period for 2010. The decrease in interest and fees on loans is due to a decrease in the yields earned on the underlying principal balances. The yield was 5.05% compared to 5.40% for this three-month period of 2011 and 2010, respectively and the average loan balances were $214,644,000 compared to $211,346,000. See “Average Balance Sheet” for the three-month periods ended June 30, 2011 and 2010. The decrease in interest on investment securities of $34,000 was primarily attributable to a decrease in the yield of 2.82% compared to 3.41% for this three-month period of 2011 and 2010, respectively. The average balances outstanding of investment securities of $121,218,000 for 2011 compared to $104,231,000 for 2010. See “Average Balance Sheet” for the three-month periods ended June 30, 2011 and 2010.

Total interest expense of $979,000 for the three-month period ending June 30, 2011, represents a decrease of $29,000 from the $1,008,000 reported for the same three-month period in 2011. The decrease in interest expense on deposits of $23,000 is due mainly to the decreases in the average rate paid on the underlying principal balances of the interest bearing liabilities, specifically the money market deposits. The cost of money market deposits was 0.55% compared to 0.81% for this three-month period of 2011 and 2010, respectively and the cost of interest bearing liabilities was 1.26% compared to 1.44% for this three-month period of 2011 and 2010 respectively. Average interest-bearing liabilities were $311,282,000 for this three-month period of 2011 compared to $279,330,000 for the same three months of 2010. See “Average Balance Sheet” for the three-month periods ended June 30, 2011 and 2010.

Net interest income of $2,620,000 for the three months ended June 30, 2011, compares to $2,758,000 for the same three-month period in 2010, a decrease of $138,000 or 5.0%. The foregoing factors culminated in the Company’s attainment of an interest rate spread of 2.40% and a net yield on earning assets of 2.66% in 2011, compared to 2.79% and 3.10% respectively, in 2010.

The provision for loan losses was $0 for the three-month period ended June 30, 2011, as compared to $155,000 for the same three-month period in 2010. The decreased loss provision is attributable to management’s analysis of the allowance for loan losses. As stated previously, the Company maintains the allowance at a level commensurate with the credit risks inherent in the portfolio.

Total non-interest income for the three-month period ended June 30, 2011, of $387,000 compares to $423,000 for the same three-month period in 2010, a decrease of $36,000 or 8.6%. Service charges on deposit accounts decreased $25,000 due to a decline in non-sufficient funds (NSF) fees and overdraft fees. Gain on sale of loans decreased $11,000 due to fewer number of loan refinancing. The changes in the remaining income accounts were attributable to increases/decreases in items that are normal and recurring in nature.

Total non-interest expense of $2,255,000 for the three months ended June 30, 2011, compares to $2,046,000 for the same three-month period in 2010. This represents an increase of $209,000 or 10.2%. Salary and employee benefits increased $167,000 due mainly to adjusting the payroll accrual and hiring an executive officer, plus normal increases in salaries and employee benefits. The changes in the remaining expense accounts were attributable to increases/decreases in items that are normal and recurring in nature.

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Income tax expense declined to $123,000 for the three months ended June 30, 2011, representing a $41,000, or 25.4%, reduction from the $164,000 of income tax expense recorded for the same three-month period in 2010. The decline is primarily attributable to lower pretax income and higher levels of tax-exempt income in 2011. The Company’s effective tax rate was 16.3% for the three months ended June 30, 2011, as compared to 16.8% in 2010. The principal difference between the Company’s effective tax rate for the three months ended June 30, 2011 and 2010 and the 34% statutory tax rate in effect for both quarters resulted from the beneficial effects of tax-exempt income.

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Liquidity

Management monitors projected liquidity needs and determines the level desirable based in part on the Company’s commitments to make loans and management’s assessment of the Company’s ability to generate funds.

The primary sources of funds are deposits, repayment of loans, maturities of investments, funds provided from operations and advances from the FHLB of Cincinnati. While scheduled repayments of loans and maturities of investment securities are predictable sources of funds, deposit flows and loan repayments are greatly influenced by the general level of interest rates, economic conditions and competition. The Company uses its sources of funds to fund existing and future loan commitments, to fund maturing time deposits and demand deposit withdrawals, to invest in other interest-earning assets, to maintain liquidity, and to meet operating expenses.

Cash and amounts due from depository institutions and federal funds sold totaled $67.2 million at June 30, 2011. These assets provide the primary source of liquidity for the Company. In addition, management has designated a portion of the investment portfolio, $77.9 million as available for sale and has an available unused line of credit of $38.1 million with the Federal Home Loan Bank of Cincinnati to provide additional sources of liquidity at June 30, 2011. As of June 30, 2011, the Company had commitments to fund loans of approximately $2.0 million and unused lines of credit totaling $48.5 million.

Cash was provided during the six month period ended June 30, 2011, mainly from operating activities of $1.3 million, the net increase in deposits of $13.6 million, and the maturities and repayments of investment securities of $31.4 million. Cash was used during the six month period ended June 30, 2011, mainly to fund the purchase of investment securities of $35.3 million, to fund loan growth of $9.0 million and to reduce $0.3 million in Federal Home Loan Bank advances and short-term borrowings. In addition, $0.9 million was used to pay dividends to shareholders. Cash and cash equivalents totaled $67.2 million at June 30, 2011, an increase of $0.8 million from $66.4 million at December 31, 2010.

Management is not aware of any conditions, including any regulatory recommendations or requirements, which would adversely affect its liquidity or ability to meet its funding needs in the normal course of business.

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Risk Elements

The table below presents information concerning nonperforming assets including nonaccrual loans, renegotiated loans, loans 90 days or more past due, other real estate loans and repossessed assets at June 30, 2011, and December 31, 2010. The Company ceased accruing interest on residential mortgages secured by real estate and consumer loans when principal or interest payments are delinquent 90 days or more. Commercial loans that are 90 days or more past due, are reviewed by the President and the loan officer to determine whether they will be classified as nonperforming. These officers review various factors, which include, but are not limited to, the timing of the maturity of the loan in relation to the ability to collect, whether the loan is deemed to be well secured, whether the loan is in the process of collection, and the favorable results of the analysis of customer financial data. A nonperforming loan will only be re-classified as a performing loan when stringent criteria have been met. At the time the accrual of interest is discontinued, future income is recognized only when cash is received or the loan has been returned to performing loan status. Renegotiated loans are those loans the terms of which have been renegotiated to provide a reduction or deferral of principal or interest as of result of the deterioration of the borrower.

	June 30,			December 31,
	2011			2010
	(dollars in thousands)

Loans on nonaccrual basis	$	1,011		$	107
Loans past due 90 days or more		32			2
Renegotiated loans		2			283
Total nonperforming loans		1,045			392

Other real estate		--			--
Repossessed assets		--			--
Total nonperforming assets	$	1,045		$	392

Nonperforming loans as a percent of total loans		.48	%		.19	%

Nonperforming loans as a percent of total assets		.25	%		.10	%

Nonperforming assets as a percent of total assets		.25	%		.10	%

The allowance for loan losses at June 30, 2011, totaled $2,675,000 or 1.23% of total loans as compared to $2,666,000 or 1.28% at December 31, 2010. Provisions for loan losses were $0 for the six months ended June 30, 2011 and $155,000 for the six months ended June 30, 2010.

The level of funding for the provision is a reflection of the overall loan portfolio. Nonperforming loans as of June 30, 2011 consists mainly of two, one to four family residential mortgage on nonaccrual, a commercial real estate loan on nonaccrual, and one, commercial loan past due 90 days or more.

Management performs a quarterly evaluation of the allowance for loan losses. The evaluation incorporates internal loan review and actual historical losses, as well as any negative economic trends in the local market. The evaluation is presented to and approved by the Board of Directors. Although the Company maintains its allowance for loan losses at a level that it considers to be adequate to provide for the inherent risk of loss in its portfolio, there can be no assurance that future losses will not exceed estimated amounts or that additional provisions for loan losses will not be required in future periods.

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AVERAGE BALANCE SHEET

Average Balance Sheet for the Six-Month Period Ended June 30

The following table sets forth certain information relating to the Company’s average balance sheet and reflects the average yield on assets and average cost of liabilities for the periods indicated and the average yields earned and rates paid. Such yields and costs are derived by dividing income or expense by the average balance of assets or liabilities, respectively, for the periods presented.

	June 30, 2011								June 30, 2010
	Average					Yield/			Average					Yield/
	Balance			Interest		Rate			Balance			Interest		Rate
Assets
Interest Earnings Assets:
Loans (1)(2)(3)	$	211,962,866		$	5,410,855		5.11	%	$	210,890,455		$	5,761,545		5.46	%
Securities-taxable (4)		75,365,457			883,476		2.34	%		61,370,829			919,847		3.00	%
Securities-nontaxable (4)		41,489,991			744,938		3.59	%		36,906,501			719,692		3.90	%
Securities-Equity (4,5)		1,884,560			42,684		4.53	%		1,884,560			42,684		4.53	%
Federal funds sold		5,750,980			2,585		0.09	%		5,853,263			3,450		0.12	%
Due from Federal Reserve Bank		52,330,835			64,007		0.24	%		33,336,445			40,021		0.24	%
Total interest earnings assets		388,784,689			7,148,545		3.68	%		350,242,053			7,487,239	4.28		%
Noninterest earning assets:
Cash and due from other institutions		9,149,679								9,305,435
Premises and equipment, net		5,694,585								5,941,635
Accrued interest		1,299,505								1,172,708
Other assets		9,232,087								9,390,718
Less allowance for loan losses		(2,670,593	)							(2,481,451	)
Total noninterest earnings assets		22,705,263								23,329,045
Total Assets	$	411,489,952							$	373,571,098


Liabilities and Shareholders’ Equity
Interest bearing liabilities:
Interest bearing demand	$	29,305,554			20,606		0.14	%	$	26,578,769			20,650		0.16	%
Money market accounts		49,607,109			140,685		0.57	%		41,145,068			168,921		0.82	%
Savings deposits		53,280,025			91,792		0.34	%		44,279,129			86,710		0.39	%
Time deposits		170,929,975			1,687,710		1.97	%		155,209,672			1,688,589		2.18	%
Short term borrowings		3,181,496			3,626		0.23	%		4,420,733			5,021		0.23	%
Federal Home Loan Advances		572,891			18,913		6.60	%		1,025,249			32,160		6.27	%
Total interest bearing liabilities		306,877,050			1,963,332		1.28	%		272,658,620			2,002,051		1.47	%

Noninterest bearing liabilities:
Demand deposits		60,352,167								56,597,348
Accrued expenses and other liabilities		1,496,423								2,175,103
Total noninterest bearing liabilities		61,848,590								58,772,451
Shareholders’ equity		42,764,312								42,140,027
Total Liabilities and Shareholders’ Equity	$	411,489,952							$	373,571,098
Net interest income				$	5,185,213							$	5,485,188

Interest rate spread (6)							2.40	%							2.81	%
Net yield on interest earning assets (7)							2.67	%							3.13	%

(1)	For purposes of these computations, the daily average loan amounts outstanding are net of deferred loan fees.
(2)	Included in loan interest income are loan related fees of $164,000 and $156,000 in 2011 and 2010, respectively.
(3)	Nonaccrual loans are included in loan totals and do not have a material impact on the information presented.
(4)	Average balance is computed using the carrying value of securities. The average yield has been computed using the historical amortized cost average balance for securities.
(5)	Equity securities are comprised of common stock of the Federal Home Loan Bank, Federal Reserve Bank, and Great Lakes Bankers Bank.
(6)	Interest rate spread represents the difference between the average yield on interest earning assets and the average cost of interest bearing liabilities.
(7)	Net yield on interest earning assets represents net interest income as a percentage of average interest earning assets.

-34-

AVERAGE BALANCE SHEET

Average Balance Sheet for the Three-Month Period Ended June 30

	June 30, 2011								June 30, 2010
	Average					Yield/			Average					Yield/
	Balance			Interest		Rate			Balance			Interest		Rate
Assets
Interest Earnings Assets:
Loans (1)(2)(3)	$	214,644,197		$	2,710,407		5.05	%	$	211,345,815		$	2,854,628		5.40	%
Securities-taxable (4)		76,777,054			458,229		2.39	%		64,723,724			499,674		3.09	%
Securities-nontaxable (4)		42,556,594			372,289		3.50	%		37,623,085			364,679		3.88	%
Securities-Equity (4,5)		1,884,560			23,264		4.94	%		1,884,560			23,264		4.94	%
Federal funds sold		5,094,014			758		0.06	%		6,092,961			1,995		0.13	%
Due from Federal Reserve Bank		52,602,400			33,895		0.26	%		34,713,664			21,620		0.25	%
Total interest earnings assets		393,558,819			3,598,842		3.66	%		356,383,809			3,765,860		4.23	%
Noninterest earning assets:
Cash and due from other institutions		8,985,686								9,427,821
Premises and equipment, net		5,665,686								5,909,853
Accrued interest		1,349,853								1,235,105
Other assets		9,303,933								9,446,924
Less allowance for loan losses		(2,672,099	)							(2,507,735	)
Total noninterest earnings assets		22,633,059								23,511,968
Total Assets	$	416,191,878							$	379,895,777


Liabilities and Shareholders’ Equity
Interest bearing liabilities:
Interest bearing demand	$	30,071,846			10,893		0.14	%	$	26,624,669			10,765		0.16	%
Money market accounts		51,703,463			71,703		0.55	%		47,293,864			95,470		0.81	%
Savings deposits		54,162,535			46,946		0.35	%		44,671,891			44,094		0.39	%
Time deposits		171,620,300			838,288		1.95	%		155,604,436			840,360		2.16	%
Short term borrowings		3,178,973			1,822		0.23	%		4,187,968			2,398		0.23	%
Federal Home Loan Advances		544,552			8,987		6.60	%		947,072			15,052		6.36	%
Total interest bearing liabilities		311,281,669			978,639		1.26	%		279,329,900			1,008,139		1.44	%

Noninterest bearing liabilities:
Demand deposits		60,390,231								56,006,298
Accrued expenses and other liabilities		1,874,820								2,704,698
Total noninterest bearing liabilities		62,265,051								58,710,996
Shareholders’ equity		42,645,158								41,854,881
Total Liabilities and Shareholders’ Equity	$	416,191,878							$	379,895,777

Net interest income				$	2,620,203							$	2,757,721
Interest rate spread (6)							2.40	%							2.79	%
Net yield on interest earning assets (7)							2.66	%							3.10	%

(1)	For purposes of these computations, the daily average loan amounts outstanding are net of deferred loan fees.
(2)	Included in loan interest income are loan related fees of $86,000 and $72,000 in 2011 and 2010, respectively.
(3)	Nonaccrual loans are included in loan totals and do not have a material impact on the information presented.
(4)	Average balance is computed using the carrying value of securities. The average yield has been computed using the historical amortized cost average balance for securities.
(5)	Equity securities are comprised of common stock of the Federal Home Loan Bank, Federal Reserve Bank, and Great Lakes Bankers Bank.
(6)	Interest rate spread represents the difference between the average yield on interest earning assets and the average cost of interest bearing liabilities.
(7)	Net yield on interest earning assets represents net interest income as a percentage of average interest earning assets.

-35-

Rate/Volume Analysis

The table below sets forth certain information regarding changes in interest income and interest expense of the Company for the periods indicated. For each category of interest-earning assets and interest-bearing liabilities, information is provided on changes attributable to (i) changes in volume (changes in average volume multiplied by old rate) and (ii) changes in rates (changes in rate multiplied by old average volume). Changes, which are not solely attributable to rate, or volume are allocated to changes in rate due to rate sensitivity of interest-earning assets and interest-bearing liabilities (dollars in thousands).

	Six-Month Period Ended June
	2011 Compared to 2010
	Increase (Decrease) Due To
	Volume			Rate			Net
Interest income
Loans	$	29		$	(379	)	$	(350	)
Securities-taxable		210			(247	)		(37	)
Securities-nontaxable		89			(64	)		25
Securities-equities		0			0			0
Federal funds sold		0			(1	)		(1	)
Due from Federal Reserve Bank		23			1			24
Total interest earning assets		351			(690	)		(339	)

Interest expense
Interest bearing demand		2			(3	)		(1	)
Money market accounts		35			(63	)		(28	)
Savings deposits		18			(13	)		5
Time deposits		171			(171	)		0
Short-term borrowing		(1	)		(1	)		(2	)
Federal Home Loan Bank Advances		(14	)		1			(13	)
Total interest bearing liabilities		211			(250	)		(39	)
Net change in net interest income	$	140		$	(440	)	$	(300	)

-36-

Rate/Volume Analysis

	Three-Month Period Ended June
	2011 Compared to 2010
	Increase (Decrease) Due To
	Volume			Rate			Net
Interest income
Loans	$	45		$	(189	)	$	(144	)
Securities-taxable		93			(135	)		(42	)
Securities-nontaxable		48			(41	)		7
Securities-equities		0			0			0
Federal funds sold		0			(1	)		(1	)
Due from Federal Reserve Bank		11			2			13
Total interest earning assets		197			(364	)		(167	)

Interest expense
Interest bearing demand		1			(1	)		0
Money market accounts		9			(33	)		(24	)
Savings deposits		9			(6	)		3
Time deposits		86			(88	)		(2	)
Short-term borrowing		(1	)		1			0
Federal Home Loan Bank Advances		(6	)		0			(6	)
Total interest bearing liabilities		98			(127	)		(29	)
Net change in net interest income	$	99		$	(237	)	$	(138	)

-37-

Item 3 – QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

Not Applicable to Smaller Reporting Companies.

Item 4 – CONTROLS AND PROCEDURES

The Company has carried out an evaluation, under the supervision and with the participation of the Company’s management, including the Company’s Chief Executive Officer and Senior Vice President/Chief Financial Officer, of the effectiveness of the design and operation of the Company’s disclosure controls and procedures pursuant to Exchange Act Rule 13a-15. Based upon that evaluation, the Chief Executive Officer and Senior Vice President/Chief Financial Officer concluded that the Company’s disclosure controls and procedures are effective, as of the end of the period covered by this report, in timely alerting them to material information relating to the Company (including its consolidated subsidiaries) required to be included in the Company’s periodic SEC filings.

Disclosure controls and procedures are the control and other procedures of the Company that are designed to ensure that the information required to be disclosed by the Company in its reports or submitted under the Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the Securities and Exchanges Commission’s rules and forms.

There was no change in the Company’s internal control over financial reporting that occurred during the Company’s fiscal quarter ended June 30, 2011 that has materially affected, or is reasonably likely to materially affect, the Company’s internal control over financial reporting.

-38-

Part II – OTHER INFORMATION

Item 1 - Legal Proceedings

None

Item 1A – Risk Factors

Not Applicable to Smaller Reporting Companies.

Item 2 - Unregistered sales of equity securities and use of proceeds

The Company did not engage in any unregistered sales of its securities during the quarter ended June 30, 2011

ISSUER PURCHASES OF EQUITY SECURITIES

Period

(a) Total Number of Shares (or Units) Purchased

(b)

Average Price Paid per Share (or Unit)

(d) Maximum Number (or Approximate Dollar Value) of Shares (or Units) that May Yet Be Purchased Under the Plans or Programs

April 1 – 30, 2011

N/A

May 1 – 31, 2011

N/A

June 1 – 30, 2011

307

108.22

N/A

Total (1)

307

108.22

N/A

(1) 307 shares of common stock were purchased by Killbuck Bancshares in open-market transactions.

Item 3 - Default upon senior securities

None

Item 4 - (Removed and Reserved)

-39-

Item 5 - Other Information

None

Item 6 - Exhibits

	The following exhibits are included in this report or incorporated herein by reference:
	3.1(i)	Articles of Incorporation of Killbuck Bancshares, Inc.*
	3.1(ii)	Amendment to the Articles of Incorporation of Killbuck Bancshares, Inc. increasing authorized shares.**
	3.2	Code of Regulations of Killbuck Bancshares, Inc.*
	Rule 13a-14(a) Certification
	31.1	Rule 13a-14(a) Certification
	31.2	Rule 13a-14(a) Certification
	32.1	Section 1350 Certifications
	32.2	Section 1350 Certifications
	99.1	Report of Independent Registered Public Accounting Firm
	101.INS	XBRL Instance
	101.SCH	XBRL Taxonomy Extension Schema
	101.CAL	XBRL Taxonomy Extension Calculation
	101.DEF	XBRL Taxonomy Extension Definition
	101.LAB	XBRL Taxonomy Extension Labels
	101.PRE	XBRL Taxonomy Extension Presentation

	*Incorporated by reference to an identically numbered exhibit to the Form 10 (file No. 0-24147) filed with SEC on April 30, 1998 and subsequently
	amended on July 8, 1998 and July 31, 1998.
	**Incorporated by reference to Registrant’s report on Form 10-Q for the quarter ended March 31, 2004, filed with the Commission on May 13, 2004.

-40-

Signatures

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused the report to be signed on its behalf by the undersigned, thereunto duly authorized.

	Killbuck Bancshares, Inc.

Date: August 10, 2011	By:	/s/ Craig Lawhead
		Craig Lawhead
		President and
		Chief Executive Officer



Date: August 10, 2011	By:	/s/ Lawrence Cardinal
		Lawrence Cardinal
		Chief Financial Officer

-41-

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