Investor Presentation

May 2015

Filed Pursuant to Rule 433

Registration Statement No. 333-197129

Issuer Free Writing Prospectus Dated May 4, 2015

Relating to Preliminary Prospectus Supplement Dated May 4, 2015

2

This

presentation

contains

certain

forward-looking

statements

within

the

meaning

of

Section

27A

of

the

Securities

Act

of

1933,

and

Section

21E

of

the

Securities

Exchange

Act

of

1934.

These

statements

include,

but

are

not

limited

to,

descriptions

of

the

financial

condition,

results

of

operations,

asset

and

credit

quality

trends,

profitability,

projected

earnings,

future

plans,

strategies

and

expectations

of

QCR

Holdings

Inc.

(the

“Company”).

The

Company

intends

such

forward-looking

statements

to

be

covered

by

the

safe

harbor

provisions

for

forward-looking

statements

contained

in

the

Private

Securities

Litigation

Reform

Act

of

1995

and

is

including

this

statement

for

purposes

of

complying

with

those

safe

harbor

provisions.

Forward-looking

statements,

which

are

based

on

certain

assumptions

of

the

Company,

are

generally

identifiable

by

use

of

the

words

“believe,”

“expect,”

“intend,”

“anticipate,”

“estimate,”

“project,”

“seek,”

“target,”

“potential,”

“focus,”

“may,”

“could,”

“should”

or

similar

expressions.

These

forward-looking

statements

express

management’s

current

expectations

or

forecasts

of

future

events,

and

by

their

nature,

are

subject

to

risks

and

uncertainties.

Therefore,

there

are

a

number

of

factors

that

might

cause

actual

results

to

differ

materially

from

those

in

such

statements.

Factors

that

might

cause

such

a

difference

include,

but

are

not

limited

to:

(i)

the

effects

of

future

economic,

business

and

market

conditions

and

changes,

domestic

and

foreign,

including

seasonality;

(ii)

governmental

monetary

and

fiscal

policies;

(iii)

legislative

and

regulatory

changes,

including

changes

in

banking,

securities

and

tax

laws

and

regulations

such

as

the

recently

enacted

Dodd-Frank

Wall

Street

Reform

and

Consumer

Protection

Act

and

the

recently

adopted

Basel

III

regulatory

capital

reforms

and

their

application

by

the

Company’s

regulators,

and

changes

in

the

scope

and

cost

of

Federal

Deposit

Insurance

Corporation

insurance

and

other

coverages;

(iv)

changes

in

accounting

policies,

rules

and

practices;

(v)

the

risks

of

changes

in

interest

rates

on

the

levels,

composition

and

costs

of

deposits,

loan

demand,

and

the

values

and

liquidity

of

loan

collateral,

securities,

and

other

interest

sensitive

assets

and

liabilities;

(vi)

the

failure

of

assumptions

and

estimates

underlying

the

establishment

of

reserves

for

possible

loan

losses

and

other

estimates;

(vii)

changes

in

borrowers’

credit

risks

and

payment

behaviors;

(viii)

changes

in

the

availability

and

cost

of

credit

and

capital

in

the

financial

markets;

FORWARD-LOOKING STATEMENTS

3

(ix)

changes

in

the

prices,

values

and

sales

volumes

of

residential

and

commercial

real

estate;

(x)

the

effects

of

competition

from

a

wide

variety

of

local,

regional,

national

and

other

providers

of

financial,

investment

and

insurance

services;

(xi)

the

risks

of

mergers,

acquisitions

and

divestitures,

including,

without

limitation,

the

related

time

and

costs

of

implementing

such

transactions,

integrating

operations

as

part

of

these

transactions

and

possible

failures

to

achieve

expected

gains,

revenue

growth

and/or

expense

savings

from

such

transactions;

(xii)

changes

in

technology

or

products

that

may

be

more

difficult,

costly,

or

less

effective

than

anticipated;

(xiii)

the

effects

of

war

or

other

conflicts,

acts

of

terrorism

or

other

catastrophic

events,

including

hurricanes,

storms,

droughts,

tornados

and

flooding,

that

may

affect

economic

conditions

generally

and

in

the

Company’s

markets;

(xiv)

the

failure

of

assumptions

and

estimates

used

in

the

Company’s

reviews

of

its

loan

portfolio,

the

review

of

its

credit

grading

methods

by

an

independent

firm

and

the

Company’s

analysis

of

its

capital

position;

and

(xv)

such

other

matters

as

discussed

in

this

presentation

or

identified

in

the

Company’s

periodic

filings

with

the

Securities

and

Exchange

Commission,

particularly

those

matters

described

under

the

heading

“Risk

Factors”

in

its

Annual

Report

on

Form

10-K

for

the

year

ended

December

31,

2014.

You

are

cautioned

not

to

place

undue

reliance

on

forward-looking

statements,

which

reflect

the

Company’s

outlook

only

and

speak

only

as

of

the

date

of

this

presentation

or

the

dates

indicated

in

the

statements.

The

Company

assumes

no

obligation

to

update

or

supplement

forward-looking

statements.

For

further

information

on

these

and

other

factors

that

could

impact

the

Company

and

the

statements

contained

herein,

reference

should

be

made

to

the

Company’s

filings

with

the

Securities

and

Exchange Commission.

This

presentation

is

a

summary

only.

The

Company

is

not

making

any

implied

or

express

representation

or

warranty

as

to

the

accuracy

or

completeness

of

the

information

contained

herein.

This

presentation

is

neither

an

offer

to

sell

nor

a

solicitation

of

an

offer

to

purchase

any

securities

of

the

Company.

Any

offer

to

sell

or

solicitation

of

an

offer

to

purchase

securities

of

the

Company

will

be

made

only

pursuant

to

the

preliminary

prospectus

supplement

and

accompanying

prospectus

filed

with

the

Securities

and

Exchange

Commission.

FORWARD-LOOKING

STATEMENTS

-

Continued

4

These

slides

contain

non-GAAP

financial

measures.

For

purposes

of

Regulation

G,

a

non-GAAP

financial

measure

is

a

numerical

measure

of

the

registrant’s

historical

or

future

financial

performance,

financial

position

or

cash

flows

that

excludes

amounts,

or

is

subject

to

adjustments

that

have

the

effect

of

excluding

amounts,

that

are

included

in

the

most

directly

comparable

measure

calculated

and

presented

in

accordance

with

GAAP

in

the

statement

of

income,

balance

sheet

or

statement

of

cash

flows

(or

equivalent

statements)

of

the

issuer;

or

includes

amounts,

or

is

subject

to

adjustments

that

have

the

effect

of

including

amounts,

that

are

excluded

from

the

most

directly

comparable

measure

so

calculated

and

presented.

In

this

regard,

GAAP

refers

to

generally

accepted

accounting

principles

in

the

United

States.

Pursuant

to

the

requirement

of

Regulation

G,

QCR

Holdings,

Inc.

has

provided

reconciliations

within

the

slides,

as

necessary,

of

the

non-GAAP

financial

measure

to

the

most

directly

comparable

GAAP

financial

measure.

NON-GAAP FINANCIAL MEASURES

5

Offering Overview

Offering Summary

Issuer

QCR Holdings, Inc.

Listing: Ticker

NASDAQ: QCRH

Closing Price

(1)

$18.77

Offering Type

Follow-on offering of common stock

Shares Offered

2,800,000

Overallotment

15%

Use of Proceeds

Repay senior debt and redeem subordinated debt at the parent

General corporate purposes, including, supporting the restructure

of certain long-term, high cost wholesale funding, supporting

organic growth, possible acquisitions of other financial institutions

and other long-term strategic opportunities

Directed Share Program

Yes

Joint Book Running Managers

Keefe, Bruyette & Woods / Raymond James

Co-Managers

FIG Partners / D.A. Davidson

(1)

Market data as of 5/1/15.

6

•

Director, President and Chief Executive Officer

•

Co-founded the company in 1993

•

Began

career

with

KPMG

Peat

Marwick

rising

to

Partner

and

served

as

a

Tax

Partner

of

McGladrey

& Pullen in the Quad Cities from 1991 to 1993

•

Specialized in bank taxation, taxation of closely held businesses, and mergers and acquisitions

Todd A. Gipple, CPA

•

Director, EVP, Chief Financial Officer and Chief Operating Officer

•

Joined QCR Holdings in January 2000

•

Began career with KPMG Peat Marwick and served as a Tax Partner of McGladrey & Pullen in the

Quad Cities from 1994 to 2000

•

Served as McGladrey’s Tax Partner in Charge of the Mississippi Valley Region and specialized in

bank taxation, taxation of closely held businesses, and mergers and acquisitions

•

Board

Member

(2009

–

present)

Douglas M. Hultquist, CPA

Today’s Speakers

7

Corporate Overview

NASDAQ –

QCRH

$2.5 Billion in Assets

$1.7 Billion in Loans

$1.7 Billion in Deposits

13 Facilities

Quad City Bank & Trust (5)

Cedar Rapids Bank & Trust (2)

Rockford Bank & Trust (2)

m2 Lease Funds LLC (1)

Community Bank & Trust (3)

Shares Outstanding:

8.0 Million

Ownership:

Insiders & Benefit Plans 23.0%

Institutional & Mutual Funds 21.7%

QCR

Holdings,

Inc.

-

Founded

in

1993

Headquartered

in

Moline,

IL

Source: Company documents and SNL Financial. Financial data as 3/31/15. Ownership data as of the most recently reported period.

8

Equity Offering Strategic Highlights

•

Bolsters capital ratios and brings TCE ratio more in-line with industry peers

•

Funding restructure significantly improves net interest margin

•

Shortens the time period to achieve our targeted 1.0% ROAA

•

Better positions us to continue to identify and cultivate accretive M&A

opportunities

•

Attracts additional institutional investors

•

Improves liquidity in the stock and may enhance trading performance

9

Investment Rationale

•

$2.5B asset bank holding company with critical mass in attractive and target rich markets in Iowa and Illinois

-

Top 2 bank with 11% market share in the Quad Cities, Iowa/Illinois and Top 4 in Cedar Rapids, Iowa with 8% share

-

Quad Cities is the International Headquarters for John Deere, major hub for Alcoa and houses Rock Island Arsenal,

the largest government-owned weapons manufacturing arsenal in the U.S.

-

Cedar Rapids is the International Headquarters for Rockwell Collins and U.S. Headquarters for Aegon N.V.

•

Differentiated

business

model

with

three

charters

allowing

banks

to

customize

solutions

by

market

-

Lending

teams

and

portfolios

differentiated

by

market

based

upon

areas

of

underwriting

and

credit

expertise

-

Supported by a QCRH Group Operations team that delivers operational services in a centralized and efficient manner

•

Additional products and services in correspondent banking, wealth management, and leasing

-

Correspondent

banking

–

veteran

correspondent

banking

team

with

depth

of

product

offerings

-

Wealth management division with $1.66B in trust accounts and $670MM in brokerage accounts

-

Commercial

leasing

business

with

$182.4MM

of

loans

/

leases

and

ROA

of

1.45%

(1)

•

Strong asset quality

•

Significant opportunity for market share gains and consolidation

•

Trading

at

a

discount

to

peers

on

both

a

tangible

book

value

and

earnings

basis

with

peers

trading

at

approximately

1.5x

TBV

and

13.0x

2015E

earnings

(2)

Source: FDIC deposit market share data as provided by SNL Financial. Deposit data is as of 6/30/14 as adjusted for acquisitions to the extent discernable. Market data per SNL Financial as of 5/1/15.

(1)

2015Q1 m2 net income of $1.0MM as adjusted for 35% tax rate expressed on an annualized basis.

(2)

Earnings estimates per FactSet consensus estimates and peer group based on Proxy filed 4/1/15 and excludes merger targets.

10

Correspondent Banking

Full Service Institution

•

Competitively positioned with veteran staff software,

systems and processes

•

More than 160 relationships to date with total non-

interest bearing deposits of $291 million at 3/31/15

•

Approximately a $64 million portfolio of

correspondent bank loans

•

Provides strong source of non-interest bearing

deposits, fee income and high-quality loan

participations

Wealth Management

SBA -

USDA Lending

m2 Lease Funds, LLC

•

$1.66B in Trust (and related) accounts and $670M

in Brokerage (and related) accounts

•

Full range of product offerings including Trust

Services, Brokerage and RIA, Asset Management,

Estate Planning and Financial Planning

•

Hired 4

new business development officers in 2014

and 2015 to continue to grow AUM

•

One of the leading SBA loan originators in two of

the Company’s primary markets –

ramping up in the

third

•

USDA loan origination focus is on the Business &

Industry Program providing guarantees to loans

originated to communities with populations < 50,000

-

Cedar

Rapids

Bank

&

Trust

ranks

1

st

in

the

state of Iowa for dollar volume of USDA

lending and 2

nd

in the nation by dollar volume

•

Quad City Bank & Trust acquired 80% ownership

August of 2005 and in September 2012 acquired

the remaining 20% ownership

•

Income has grown at a 20% CAGR since 2006

•

Historically strong asset quality

•

Key niches with lease specialists located in IA, IL,

WI, MN, SC, NC, GA, FL and PA:

-

Marine Equipment, Machinery/Machine

Tools, Office Technology, Printing, Telecom,

Bakery and Health Care

11

QCRH Market Overview

Source:

SNL

Financial.

Deposit

data

as

of

June

30,

2014.

Dollars

in

millions.

(1) 

Weighted

average

by

deposits.

Growth

rates

are

estimated

for

the

period

2015-

2020.

•

Meaningful market share position in each

MSA served, with room for continued

growth

•

Each MSA falls within the top 15 largest

MSAs in IL and IA by total deposits

•

All 4 MSAs are projected to have

household income growth above the

national average

Deposit Market Share Overview ($M)

Market

Rank

2

4

9

10

Weighted

Average

Income

Growth

(1)

12

Distribution

of

Institutions

in

Targeted

Markets

(1)

“Capitalizing”

on Opportunities in Our Market

Source: SNL Financial.

(1)

Target area includes top 25 MSAs listed in the Appendix to this presentation excluding Chicago, St. Louis and Omaha MSAs. Southern Wisconsin (defined as Milwaukee MSA and

south). Excludes mutual institutions.

•

Leverage renewed capital strength and relationship

driven approach to capture greater organic market

and relationship share

•

Selectively pursue accretive acquisition

opportunities

•

Operating markets are highly fragmented:

-

945 community banks are headquartered in

Illinois, Iowa and Wisconsin (58% are between

$100 million and $1.0 billion in assets)

-

340 community banks are headquartered in

top selected MSAs

(1)

in Illinois, Iowa and

Southern Wisconsin (61% are between $100

million and $1.0 billion in assets)

-

Heavy fragmentation provides a wealth of

opportunities from which to selectively pursue

targets

•

Targets will meet rigorous evaluation standards:

-

Cultural and strategic fit

-

Enhances competitive position

-

Drives market share

-

Enhances shareholder value

•

QCRH operating structure attractive to targets

Total

13

Top 25 MSAs / Iowa and Illinois

Source:

SNL

Financial.

Deposit

data

as

of

June

30,

2014.

CAGR

for

the

period

2015-

2020.

Projected

Median

Projected

Deposits

Number of

Number of

Total

Population

Household

Median HHI

($ M )

Institutions

Branches

Population

Growth

Income

CAGR

Chicago-Naperville-Elgin, IL-IN-WI

$354,011

212

2,994

9,570,110

0.23 %

$61,244

1.11 %

Saint Louis, MO-IL

93,445

134

920

2,806,626

0.18

54,888

1.17

Omaha-Council Bluffs, NE-IA

28,147

73

331

908,951

0.91

58,352

1.62

Des Moines-West Des Moines, IA

15,023

49

225

614,231

1.18

61,901

1.24

Bloomington, IL

13,715

34

66

193,887

0.69

62,503

1.76

Davenport-Moline-Rock Island, IA-IL

7,935

39

151

385,404

0.31

53,297

1.93

Peoria, IL

6,874

39

159

383,828

0.25

56,481

1.72

Cedar Rapids, IA

5,635

39

105

263,845

0.46

60,871

1.71

Springfield, IL

5,260

29

93

211,874

0.13

57,373

1.77

Rockford, IL

5,244

25

97

342,466

(0.27)

51,750

1.58

Champaign-Urbana, IL

5,034

35

105

236,754

0.37

49,194

1.71

Sioux City, IA-NE-SD

3,970

35

92

168,659

0.18

49,950

1.78

Ottawa-Peru, IL

3,639

33

85

150,509

(0.43)

51,044

1.64

Iowa City, IA

3,479

21

58

165,322

1.26

56,700

2.01

Waterloo-Cedar Falls, IA

2,974

23

70

170,496

0.42

53,367

2.33

Dubuque, IA

2,385

10

42

96,622

0.62

53,699

2.32

Ames, IA

2,090

19

40

93,608

0.79

51,321

1.47

Carbondale-Marion, IL

2,008

20

67

126,617

0.03

39,955

1.76

Kankakee, IL

1,900

18

41

111,203

(0.31)

52,213

1.79

Decatur, IL

1,893

14

40

108,351

(0.33)

46,487

1.77

Quincy, IL-MO

1,870

19

45

77,160

-

47,824

1.69

Paducah, KY-IL

1,844

15

45

97,591

(0.12)

44,754

1.71

Cape Girardeau, MO-IL

1,826

16

48

97,891

0.34

43,529

1.20

Effingham, IL

1,596

11

21

34,311

0.06

56,214

2.35

Fort Madison-Keokuk, IA-IL-MO

1,522

19

46

60,768

(0.22)

44,689

1.25

High

$354,011

212

2,994

9,570,110

1.26

%

$62,503

2.35

%

Low

1,522

10

21

34,311

(0.43)

39,955

1.11

Median

3,559

24

68.5

166,991

0.25

52,755

1.72

MSA

Financial Highlights

XXXXXXXXXXX

15

Financial Highlights

Source: Company documents. Dollars in millions. Total loans/leases includes deferred loan/lease origination costs, net of fees. NCOs/Avg. Loans for Q1 2014 and Q1 2015 are annualized.

(1)

2013 profitability metrics include the bargain purchase gain on CNB acquisition of $1.8 million, gains on CNB branch sales of $2.3 million and the $2.3 million of acquisition and data

conversion costs related to CNB acquisition.

(2)

Tangible

common

equity

is

defined

as

total

common

stockholders’

equity

excluding

goodwill

and

other

intangibles.

(3)

Measures not recognized under GAAP and are therefore considered to be non-GAAP financial measures. Please see the Appendix to this presentation for non-GAAP reconciliations.

(4)

Calculated prior to the impact of preferred dividends.

(5)

Represents non-interest expenses divided by the sum of net interest income before provision for loan/lease losses and total non-interest income.

•

Year over year net interest margin expansion of 14bps to 3.25%

•

Year over year loans and leases growth of $161 million or ~10.8%

•

EPS improved ~30% year over year, driven by an increase in income and the redemption of the remaining SBLF

•

Nonperforming assets ratios remain strong

2009

2010

2011

2012

2013

(1)

2014

2014Q1

2015Q1

($ millions except per share)

12/31/09

12/31/10

12/31/11

12/31/12

12/31/13

12/31/14

3/31/14

3/31/15

Balance Sheet

Total Assets

$1,780

$1,837

$1,967

$2,094

$2,395

$2,525

$2,426

$2,492

Total Loans/Leases

1,244

1,173

1,201

1,287

1,460

1,630

1,493

1,654

Total Deposits

1,089

1,115

1,205

1,374

1,647

1,680

1,672

1,734

Tangible Common Equity

(2)(3)

62

65

76

84

113

139

121

146

Consolidated Capital

TCE / TA (%)

(2)(3)

3.49

%

3.57

%

3.86

%

4.02

%

4.71

%

5.52

%

5.02

%

5.88

%

Tieir 1 Risk Based Ratio (%)

11.14

12.12

12.24

11.27

11.45

9.52

10.61

9.11

Total Risk-Based Capital Ratio (%)

12.52

13.70

13.84

12.71

12.87

10.91

12.03

10.41

TBV Per Share

(2)(3)

$13.62

$14.19

$15.92

$17.08

$14.29

$17.50

$15.34

$18.29

Asset Quality

NPAs / Assets (%)

2.27

%

2.73

%

2.06

%

1.41

%

1.28

%

1.31

%

1.18

%

1.21

%

NCOs / Avg. Loans (%)

1.00

0.79

0.70

0.27

0.31

0.34

(0.03)

0.22

Reserves / NPLs (%)

74.94

49.49

58.70

78.47

104.7

114.78

121.58

144.35

Profitability

Net Income to Common

($2.1)

$2.5

$4.4

$9.1

$11.8

$13.9

$3.2

$4.2

ROAA (%)

(4)

0.10

%

0.36

%

0.51

%

0.62

%

0.64

%

0.61

%

0.64

%

0.67

%

ROAE (%)

(4)

1.43

5.03

7.09

8.90

10.24

10.48

10.37

11.28

NIM (%)

3.14

2.92

3.08

3.14

3.03

3.15

3.11

3.25

Efficiency Ratio (%)

(5)

70.89

74.38

71.21

70.36

71.66

72.47

74.74

71.71

Diluted EPS

($0.46)

$0.53

$0.92.

$1.85

$2.08

$1.72

$0.40

$0.52

16

Total Consolidated Assets

CAGR From 1994-2014: 21.26%

Source: Company documents. Dollars in millions.

17

Loan Growth Trend

(1)

Strong Commercial Loan Growth

Source: Company documents. Dollars in millions.

(1)

Loan

composition

excludes

deferred

loan/lease

origination

costs,

net

of

fees.

(2)

Includes Commercial & Industrial, Commercial RE and Direct Financing Leases.

•

C&I and Direct Financing Lease

balances grew approximately 24% and

30%, respectively from 2013 to 2015Q1

•

13% overall loan growth from 2013 to

2015Q1 represented all organic growth

•

Commercial lending

(2)

represents more

than 85% of the portfolio

•

2013 loan growth supplemented by

acquisition of Community National

Bancorporation

18

Lease Asset Generation

m2 Lease Funds LLC Overview

Source: Company documents. Dollars in millions.

•

National equipment leasing platform

•

Focus includes commercial equipment

and assets, medical equipment, and

vehicles classified as heavy equipment

•

High yield portfolio; average gross yield for

Q1 2015 was approximately 8.4%

•

Historically strong asset quality

•

Target of 10% of consolidated assets

(~7.4% as of 3/31/15)

19

Classified Loans ($M) & NPAs / Assets

Asset Quality Overview

Source: Company documents. Dollars in millions.

Nonperforming

Assets

Composition

–

2015Q1

•

Management continues to focus on maintaining excellent asset quality and resolving problem assets

•

Potential problem assets in the form of classified loans continued their steady decline in 2015Q1; down

more than 51% from 2011

20

Average

Funding

Base

-

2010

Evolution of Funding Base

Source: Company documents. Dollars in millions.

Average

Funding

Base

–

2015Q1

2010 Cost of Funds: 1.79%

2010 Cost of Deposits: 1.13%

2015Q1 Cost of Funds: 0.72%

2015Q1 Cost of Deposits: 0.25%

Borrowings

33.4%

Noninterest

Bearing

Deposits

13.7%

$1,684M

Interest

Bearing

Demand

Deposits

25.3%

Time Deposits

27.6%

Borrowings

24.8%

Noninterest

Bearing

Deposits

25.2%

Interest

Bearing

Demand

Deposits

33.9%

Time Deposits

16.1%

$2,324M

21

Funding Restructure Impact

Source: Management and company filings. Dollars in millions.

(1)

Calculated as 3/31/15 amount outstanding multiplied by the Q1 2015 weighted average rate.

(2)

Net of funding costs required to remain net-neutral on duration. The estimated weighted average cost of the replacement funding is 1.03% resulting in an estimated pre-tax

benefit of 3.21%.

(3)

Represents estimated margin improvement on an annualized basis.

(4)

Estimated on a standalone basis, excluding the impact of potential earnings on the net proceeds of the capital raise.

•

Funding restructuring

can provide an

estimated 13 basis

points

(3)

improvement

in net interest margin

•

Estimated after-tax

earnings impact of

approximately $2.2

million

(4)

represents

an estimated 9 basis

points of ROAA based

on Q1 2015 average

balances

($ millions)

3/31/15

Amount

Outstanding

Q1 2015

Weighted

Average

Rate

Estimated

Pre-Tax

Interest

Expense

Savings

(1)

Subordinated Debt

(Series A)

$2.7

6.00%

$0.2

Senior Term Debt

$16.5

3ML +

300bps

(3.27%)

$0.5

Estimated Borrowings

Restructure

$85.5

4.24%

$2.7

(2)

Estimated Total

$104.7

4.13%

$3.4

22

Continued Strong Top Line Revenue Growth Trends ($M)

Attractive Revenue Mix & Growth Trend

Source: Company documents. Dollars in millions.

(1)

Excludes securities gains, bargain purchase gains, gains on sales of branches and loss on sale of OREO.

•

Strong fee income streams

provide stability and complement

to spread revenue

•

Key Differentiators:

-

Wealth Management

($2.3B in AUM)

-

Correspondent banking

(160+ relationships)

-

SBA / USDA guaranteed

loans

10.2% Y-o-Y

Growth

23

Net Income to Common Shareholders ($M)

Improving Returns for Common Shareholders

Source: Company documents. Dollars in millions.

Approximately ~54% Net Income to Common CAGR From 2010 –

2014; 31% Growth From 2014Q1 –

2015Q1

24

Strategies To Achieve A 1.0% ROAA

Source: Management.

(1)

Includes borrowings and brokered deposits.

•

Increase loans and leases to more than 70% of total assets (66% as of 3/31/15)

•

Continued reductions in wholesale funding to less than 15% of assets (26% as of

3/31/15

(1)

)

•

Increase gain on sale of USDA and SBA loans to a more significant and consistent

component of core revenue

•

Grow wealth management fee income by 15% annually (14.8% CAGR from 2010-2014)

•

Eliminate identified noninterest expenses and manage annual expense growth

•

Return asset quality metrics to better than peer levels

•

Participate as an acquirer in the consolidation taking place in our markets to further

boost ROAA and improve efficiency ratio

Strategic Initiatives to Achieve 1.0% ROAA

Concluding Remarks

XXXXXXXXXXX

26

Concluding Remarks

•

Critical mass in attractive and target rich markets in Iowa and Illinois

•

3 charter model allows subsidiary banks to customize solutions by market

•

Differentiated product offering includes correspondent banking, wealth

management, leasing and SBA/USDA lending

•

Strong asset quality

•

Significant opportunity for market share gains and consolidation

•

Attractively valued relative to peer institutions

3551 7

th

Street

Moline, Illinois 61265

www.qcrh.com

Appendix

XXXXXXXXXXX

29

History of QCR Holdings, Inc.

1993

Founded

by

Mike

Bauer

and

Doug

Hultquist

-

$14

Million

IPO

1994

Quad

City

Bank

&

Trust

(De

Novo)

–

Currently

$1.3

Billion

in

Assets

1995

Quad

City

Bancard

Formed

2001

Cedar

Rapids

Bank

&

Trust

(De

Novo)

–

Currently

$855

Million

in

Assets

(includes

Community

Bank

&

Trust

branches)

2005

Rockford

Bank

&

Trust

(De

Novo)

–

Currently

$355

Million

in

Assets

2005

Quad

City

Bank

&

Trust

acquires

80%

ownership

of

m2

Lease

Funds,

LLC

2007

First

Wisconsin

Bank

&

Trust

(De

Novo)

–

Milwaukee,

WI

2008

Quad

City

Bancard

sells

Merchant

Acquiring

Business

2008

Sale

of

First

Wisconsin

Bank

&

Trust

–

Milwaukee,

WI

2012

Quad

City

Bank

&

Trust

acquires

remaining

20%

ownership

of

m2

Lease

Funds,

LLC

–

Currently

$183

Million

in

Assets

2013

Quad

City

Bank

&

Trust

Sells

its

credit

card

portfolio

&

servicing

to

Fifth

Third

Bank

–

January

31,

2013

2013

QCR

Holdings

acquires

Community

National

Bancorporation

and

Community

National

Bank

(CNB)

on

May

13,

2013

2013

Community

National

Bank

merges

with

Cedar

Rapids

Bank

&

Trust

on

October

26,

2013

and

begins

operating

as

a

division of Cedar Rapids Bank & Trust under the name Community Bank & Trust. (QCR Holdings sells Mason City, IA

branches of CNB to Clear Lake Bank & Trust on October 4, 2013 and Austin, MN branches of CNB to

Eastwood

Bank

on

October

11,

2013.)

(Assets

included

with

Cedar

Rapids

Bank

&

Trust

–

above)

Source: Company documents. Subsidiary assets as of 3/31/15.

30

Executive Management Team

DOUGLAS M. HULTQUIST, CPA

President and Chief Executive Officer

37 Years in Banking / Financial Services

TODD A. GIPPLE, CPA

Executive Vice President,

Chief Operating Officer and Chief Financial  Officer

29 Years in Banking / Financial Services

JOHN H. ANDERSON

President and Chief Executive Officer,

Quad City Bank and Trust Company

Chief Deposit Officer, QCR Holdings, Inc.

28 Years in Banking / Financial Services

PETER J. BENSON

Executive Vice President, Chief Legal Counsel

32 years in Corporate and Personal Legal Services

STACEY J. BENTLEY

President and Chief Executive Officer,

Community Bank & Trust

34 Years in Banking / Financial Services

THOMAS D. BUDD

President and Chief Executive Officer,

Rockford Bank and Trust Company

28 Years in Banking / Financial Services

CHARLES S. BULLOCK

Executive Vice President,

Rockford Bank and Trust Company

43 Years in Banking / Financial Services

RICH W. COUCH

President and Chief Executive Officer,

m2 Lease Funds, LLC

27 Years in Banking / Financial Services

JILL A. DEKEYSER

Senior Vice President, Director of Human Resources

11 Years in Banking / Financial Services

JOHN R. ENGELBRECHT, MBA

President and Chief Executive Officer,

m2 Lease Funds, LLC

40 Years in Banking / Financial Services

SHAWNA M. GRAHAM,

CBA, CIA, CISA, CRP, MBA, CCBCO

Senior Vice President, Director of Risk Management

26 Years in Banking / Financial Services

LARRY J. HELLING

President and Chief Executive Officer,

Cedar Rapids Bank and Trust Company

Executive Vice President and Chief Lending Officer,

QCR Holdings, Inc.

35 Years in Banking / Financial Services

JOHN R. MCEVOY, JR.

Executive Vice President,

Chief Operations Officer & Cashier

Quad City Bank and Trust Company

38 Years in Banking / Financial Services

DANA L. NICHOLS

Executive Vice President, Chief Credit Officer,

26 Years in Banking / Financial Services

JOHN A. RODRIGUEZ, CCM

Executive Vice President,

Deposit Operations / Information Services

32 Years in Banking / Financial Services

M. RANDOLPH WESTLUND, CFA

Executive Vice President,

Chief Investment Officer

27 Years in Banking / Financial Services

CATHIE S. WHITESIDE, MBA

Executive Vice President,

Corporate Strategy, Human Resources and Branding

7 Years in Banking / Financial Services

MICHAEL J. WYFFELS

Senior Vice President,

Chief Information Officer

25 Years in Banking / Financial Services

31

•

3

distinct

(yet

similar)

operating

charters

–

able

to

customize

solutions

by

market

•

Managed by local veteran bankers, governed by local Board of Directors, local decisions,

local solutions, enhanced market specific knowledge

•

3

charters

supported

by

QCRH

Group

Operations

team

that

delivers

operational

services

in

a centralized and efficient manner

•

Credit quality historically better than peers

•

Historic deposit growth better than peers

•

Historic loan growth better than peers

•

Top 5 Deposit market share in Quad Cities and Cedar Rapids

•

Top 10 Deposit market share in Rockford and Waterloo/Cedar Falls

•

High touch service delivered locally by knowledgeable advisors

•

Opportunities in Correspondent Banking, Wealth Management, SBA/USDA lending, and m2

Leasing

The Strategic Value of our Separate Charters

32

Quad City Bank & Trust

John H. Anderson, President & CEO

Assets:

$1.3

Billion

(as

of

3/31/15)

Population:

385,404

Market

Deposits:

$7.9

Billion

Ranked

2  

with

10.8%

market

share

and

over

$850

Million

in

deposits

in

Davenport-Moline-Rock

Island

MSA

Finalist

2013

and

2014

–

Quad

Cities

Best

Place

to

Work.

Major Employers

Rock Island Arsenal

Deere & Company

Genesis Health Systems

HNI Corporation  / The Hon Company / Allsteel

Trinity Regional Health Systems

Tyson Fresh Meats

Alcoa

Kraft

3M

Excelon

Highlights –

Quad Cities

•

The Rock Island Arsenal is the largest government-owned military weapons

manufacturing arsenal in the United States

•

Alcoa

(Quad

Cities)

is

the

world’s

premier

aerospace

supply

plant

–

the

hub

of

Alcoa’s

$3B

aerospace

business

–

$300MM

expansion

completed

January 2014 creating 150 new jobs

•

International Headquarters for Deere & Company

•

Genesis Systems Group, one of North America’s largest robotic integrators,

completed a $4.6MM expansion in 2014

•

Material Control Systems (MATCON) completed a new $10MM logistics

facility and added 150 new jobs

•

Ranked

16

in

the

nation

for

high-tech

job

growth

•

Ranked as a Top 50 Military Friendly Community

•

Top 5 Defense & Aerospace Community

•

Ranked

15

in

the

nation

for

manufacturing

job

growth

What They’re Saying About the Quad Cities

Quad City Chamber: June 2014

“The Quad Cities offers unparalleled access to major Midwestern and global

markets, making it a prime location for logistics, distribution and warehousing

companies. With over 37 million people living within a 300 mile radius,

businesses have easy and efficient access to a strong network of

suppliers

and customers.”

Source: FDIC deposit market share data as provided by SNL Financial. Deposit data is as of 6/30/14 as adjusted for acquisitions to the extent discernable.

nd

th

th

33

Cedar Rapids Bank & Trust

Major Employers

Rockwell Collins

Aegon USA

St. Luke’s Hospital

Mercy Medical Center

Whirlpool Corporation

Kirkwood Community College

Quaker Food and Snacks

Cedar Rapids Community Schools

Amana Refrigeration

MCI

General Mills

Archer Daniels Midland

•

International Headquarters for Rockwell Collins

•

U.S. Headquarters for Aegon USA

•

Downtown Revitalization –

Double Tree by Hilton Cedar Rapids

Convention Complex $144MM, 2 year project resulted in 100,000 sq/ft

convention center and 267 room Double Tree Hotel

•

CRST International constructing 11-story, 113,000 sq/ft, $37MM world

headquarters building in downtown, expected to be completed in Q1 2016

•

Other downtown projects: PCI Medical Mall, Mercy Cancer Center,

Kingston Commons Condominiums, Public Library, City Hall, Fire Station

•

Top

city

in

Iowa

for

“Liveability”

and

29

th

in

the

country

•

Top 10 Healthiest Small Cities (Daily Finance, Feb. 2014)

•

Top 10 National Civic League’s All American Cities 2014

•

The largest corn-processing city in the world.

•

The second largest producer of wind energy in the United States

•

Top 10 (#6) Best Cities to Move to (MSN Real-estate, January 2014)

Cedar Rapids Metro Economic Alliance: June 2014

“Cedar Rapids is the second largest city in Iowa and is considered an

economic hub of the state, located in the core of the Interstate

380

Technology Corridor. Relatively low cost of living expenses and high income

levels give residents 10% more purchasing power than other Iowans and 13%

more than the average U.S. resident.”

Highlights -

Cedar Rapids

What They’re Saying About Cedar Rapids

* Includes the assets of Community Bank & Trust

Source: FDIC deposit market share data as provided by SNL Financial. Deposit data is as of 6/30/14 as adjusted for acquisitions to the extent discernable.

Larry J. Helling, President & CEO

Assets:

$855

Million*

(as

of

3/31/15)

Population:

263,845

Market

Deposits:

$5.6

Billion

Top 4 bank with 8.2% market share and over $464 Million

in deposits in Cedar Rapids MSA

2014

Finalist

–

Coolest

Place

to

Work

in

Cedar

Rapids

34

Rockford Bank & Trust

Thomas D. Budd, President & CEO

Assets:

$355

Million

(as

of

3/31/15)

Population:

342,466

Market

Deposits:

$5.2

Billion

Ranked

9

th

with

4.5%

market

share

and

over

$236

Million

in

deposits in Rockford MSA

Major Employers

Rockford Public School District

Swedish American Health Systems

Chrysler (Belvidere Assembly Plant)

Rockford Health System

Hamilton Sundstrand

Wal-Mart Stores

OSF St. Anthony Medical Center

Winnebago County

Woodward, Inc.

UPS

•

AAR (largest aircraft maintenance company in North America, and third largest in the world)

will open a new facility at Chicago Rockford Airport generating jobs for 500 people

•

Rock Valley College building $5.1MM aviation maintenance training center to better serve the

region’s aerospace industry and attract business and jobs to Rockford

•

Logistical

Operations

Hub

–

Current

home

to

large-scale

UPS

and

Con-way

Freight,

recent

ground breaking for FedEx facility generating 150 new jobs

•

Downtown revitalization –

150 room, $54MM hotel and convention center developed by

Gorman & Co.

•

Riverfront

sports

complex,

$18MM,

115,000

sq/ft

to

be

one

of

the

largest

in

the

Midwest

•

Top 10 in the Most Affordable MSA’s in America

•

Considered Illinois’

second largest city

•

6

th

highest

concentration

of

Aerospace

production

employment

in

the

U.S.

•

Named lead bank in approved loans to Veteran-owned businesses in Illinois

•

Top 20 “Best Cities for Manufacturing Jobs”

Rockford Chamber of Commerce: June 2014

“Rockford,

as

part

of

the

greater

Chicago

region,

is

part

of

the

third

largest

multi-modal

system in the world and largest in the United States. From the Rockford area, businesses

can reach 80% of U.S. households within a 24-hour truck drive. The Rockford Region is

within a one hour drive of O’Hare International Airport, one of three truly global airports in

the U.S.”.

Highlights -

Rockford

What They’re Saying About Rockford

Source: FDIC deposit market share data as provided by SNL Financial. Deposit data is as of 6/30/14 as adjusted for acquisitions to the extent discernable.

35

Community Bank & Trust

Stacey

J.

Bentley,

President

&

CEO

Assets:

$120

Million*

(as

of

3/31/15)

Population:

170,496

Market

Deposits:

$3.0

Billion

Top

10

bank

with

4.3%

market

share

and

over

$127

Million

in

deposits

in

Waterloo

/

Cedar

Falls

MSA

Major Employers

John Deere

Wheaton Franciscan Healthcare

Tyson Fresh Meats

Allen Memorial Hospital

University of Northern Iowa

Target Regional Distribution Center

Area Education Agency 267

Omega Cabinetry Ltd.

CBE Companies, Inc.

Bertch Cabinets

Highlights –

Waterloo/Cedar Falls

Greater Cedar Valley Chamber of Commerce: June 2014

“The Cedar Valley location is perfect if your business needs access to some of the

great

metropolitan

hubs

of

the

Midwest.

Within

five

hours

of

the

Cedar

Valley,

you

can

reach ten metro areas including Chicago, St. Louis, Milwaukee, Minneapolis, and

Omaha.”

•

John Deere investing $40MM in its tractor testing labs, adding 62,000 sq/ft

of additional space

•

John

Deere

recently

completed

$150MM

modernization

of

John

Deere

Foundry

–

total

investment by Deere in Waterloo in the last decade equals $1B

•

The

city

of

Waterloo

provisionally

approved

for

$12MM

in

funding

for

the Techworks

Campus Reinvestment District (June 2014). The District projects a capital investment

of $74.1MM to include a John Deere training center and hotel.

•

First Gigabit city in Iowa and one of eight in the U.S.

•

Cost of living is 11% below the national average

•

Waterloo-Cedar Falls is a Blue Zones Demonstration Community

•

Community

Bank

&

Trust

became

the

1

st

Iowa

bank

designated

as a Blue Zone Worksite

•

The

University

of

Northern

Iowa

is

ranked

2

nd

in

the

“Best

Regional

Universities

Midwest”

category for public universities (US News & World Reports, 2013)

What They’re Saying About Waterloo-Cedar Falls

* Assets also included in the total for Cedar Rapids Bank & Trust

Source: FDIC deposit market share data as provided by SNL Financial. Deposit data is as of 6/30/14 as adjusted for acquisitions to the extent discernable.

36

Tangible Common Equity to Tangible Assets and Tangible Book Value Per Share

Non-GAAP Reconciliations

Source: Company documents. Dollars in thousands.

As of and for the

As of and for the

Year Ended

Quarter Ended

December 31,

March 31,

($ in thousands, except per share data)

2009

2010

2011

2012

2013

2014

2014

2015

Tangible common equity

Total equity

125,595

$         

132,571

$         

144,433

$         

140,434

$         

147,577

$         

144,079

$         

141,357

$         

150,996

$         

Less: Preferred Equity

58,578

62,214

63,386

53,163

29,824

-

14,824

-

Less: Noncontrolling interests

1,700

1,648

2,052

-

-

-

-

-

Less: Goodwill and intangible assets

3,294

3,280

3,262

3,252

5,107

4,894

5,055

4,844

Tangible common equity

62,024

$          

65,429

$          

75,733

$          

84,019

$          

112,646

$        

139,185

$        

121,478

$        

146,152

$        

Tangible book value per share

13.62

$            

14.19

$            

15.92

$            

17.08

$            

14.29

$            

17.50

$            

15.34

$            

18.29

$            

Tangible Assets

Total assets

1,779,646

$      

1,836,635

$      

1,966,610

$      

2,093,730

$      

2,394,953

$      

2,524,958

$      

2,426,319

$      

2,491,659

$      

Less: Goodwill and intangible assets

3,294

3,280

3,262

3,252

5,107

4,894

5,055

4,844

Tangible assets

1,776,352

$      

1,833,355

$      

1,963,348

$      

2,090,478

$      

2,389,846

$      

2,520,064

$      

2,421,264

$      

2,486,815

$      

Tangible common equity to tangible assets

3.49%

3.57%

3.86%

4.02%

4.71%

5.52%

5.02%

5.88%