FORM 10-Q


SECURITIES AND EXCHANGE COMMISSION


WASHINGTON, D.C. 20549


___________________





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





SECURITIES EXCHANGE ACT OF 1934





For the quarterly period ended September 30, 2015


OR


[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE





SECURITIES EXCHANGE ACT OF 1934





For the Transition Period from _______ to _______





Commission File Number 0-17071





FIRST MERCHANTS CORPORATION


(Exact name of registrant as specified in its charter)





Indiana                                                                            35-1544218


(State or other jurisdiction of                                   (I.R.S. Employer


incorporation or organization)                               Identification No.)





200 East Jackson Street, Muncie, IN                  47305-2814


(Address of principal executive offices)                   (Zip code)





(Registrant’s telephone number, including area code): (765) 747-1500





Not Applicable


(Former name, former address and former fiscal year,


if changed since last report)





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 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 (Section 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).


Yes [X]   No [  ]





Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller 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 [X]   Accelerated filer [ ]   Non-accelerated filer [ ] (Do not check if smaller reporting company)  Smaller reporting company [ ]





Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes [ ]   No [X]





As of October 30, 2015 , there were 37,874,522 outstanding common shares of the registrant.


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Table of Contents
 TABLE OF CONTENTS





FIRST MERCHANTS CORPORATION











Part I. Financial InformationPage No.Item 1.Financial  Statements:Consolidated Condensed Balance Sheets3Consolidated Condensed Statements of Income4Consolidated Condensed Statements of Comprehensive Income5Consolidated Condensed Statement of Stockholders' Equity6Consolidated Condensed Statements of Cash Flows7Notes to Consolidated Condensed Financial Statements8Item 2.Management's Discussion and Analysis of Financial Condition and Results of Operations43Item 3.Quantitative and Qualitative Disclosures About Market Risk55Item 4.Controls and Procedures56Part II. Other InformationItem 1.Legal Proceedings57Item 1A.Risk Factors57Item 2.Unregistered Sales of Equity Securities and Use of Proceeds57Item 3.Defaults Upon Senior Securities57Item 4.Mine Safety Disclosures57Item 5.Other Information57Item 6.Exhibits58Signatures59Index to Exhibits60


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Table of Contents
 PART I. FINANCIAL INFORMATION
 ITEM 1. CONSOLIDATED FINANCIAL STATEMENTS
 (table dollar amounts in thousands, except share data)





CONSOLIDATED CONDENSED BALANCE SHEETS


September 30, 2015December 31, 2014(Unaudited)ASSETSCash and cash equivalents$84,677$118,616Interest-bearing time deposits27,11147,520Investment securities available for sale597,839549,543Investment securities held to maturity (fair value of $627,848 and $647,723)610,954631,088Loans held for sale1,9437,235Loans, net of allowance for loan losses of $62,861 and $63,9644,258,8543,860,901Premises and equipment83,45777,691Federal Reserve and Federal Home Loan Bank stock34,49841,353Interest receivable22,04819,984Core deposit intangibles14,12716,031Goodwill205,376202,724Cash surrender value of life insurance171,530169,424Other real estate owned14,80919,293Tax asset, deferred and receivable38,33941,960Other assets24,23520,764TOTAL ASSETS$6,189,797$5,824,127LIABILITIESDeposits:Noninterest-bearing$1,110,905$1,070,859Interest-bearing3,703,6843,569,835Total Deposits4,814,5894,640,694Borrowings:Federal funds purchased52,89615,381Securities sold under repurchase agreements153,822124,539Federal Home Loan Bank advances237,856145,264Subordinated debentures and term loans121,936126,810Total Borrowings566,510411,994Interest payable3,7103,201Other liabilities38,00441,411Total Liabilities5,422,8135,097,300COMMITMENTS AND CONTINGENT LIABILITIESSTOCKHOLDERS' EQUITYCumulative Preferred Stock, $1,000 par value, $1,000 liquidation value:Authorized - 600 sharesIssued and outstanding - 125 shares125125Common Stock, $.125 stated value:Authorized - 50,000,000 sharesIssued and outstanding - 37,873,921 and 37,669,948 shares4,7344,709Additional paid-in capital433,577431,220Retained earnings332,162292,403Accumulated other comprehensive loss(3,614)(1,630)Total Stockholders' Equity766,984726,827TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY$6,189,797$5,824,127








See notes to consolidated condensed financial statements.


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Table of Contents
 PART I. FINANCIAL INFORMATION
 ITEM 1. CONSOLIDATED FINANCIAL STATEMENTS
 (table dollar amounts in thousands, except share data)





CONSOLIDATED CONDENSED STATEMENTS OF INCOME


(Unaudited)





Three Months EndedSeptember 30,Nine Months EndedSeptember 30,2015201420152014INTEREST INCOMELoans receivable:Taxable$46,037$43,981$134,908$128,329Tax exempt1,190612,174180Investment securities:Taxable4,3745,04613,52214,902Tax exempt4,4123,68312,47810,691Deposits with financial institutions25189376Federal Reserve and Federal Home Loan Bank stock5005011,5091,648Total Interest Income56,53853,290164,684155,826INTEREST EXPENSEDeposits3,7152,85310,9178,276Federal funds purchased2710269174Securities sold under repurchase agreements9674264457Federal Home Loan Bank advances7117342,1082,092Subordinated debentures and term loans1,6661,6614,9964,950Total Interest Expense6,2155,42418,35415,949NET INTEREST INCOME50,32347,866146,330139,877Provision for loan losses1,6004171,600NET INTEREST INCOME AFTER PROVISION FOR LOAN LOSSES50,32346,266145,913138,277OTHER INCOMEService charges on deposit accounts4,4454,11912,08311,768Fiduciary activities2,2422,1527,0586,724Other customer fees4,1563,99112,42511,773Commission income41,7234,1475,877Earnings on cash surrender value of life insurance7101,5242,0972,925Net gains and fees on sales of loans1,9051,4585,1753,340Net realized gains on sales of available for sale securities1,1159102,0472,335Gain on sale of insurance subsidiary8,265Other income2,3222,5354,4675,283Total Other Income16,89918,41257,76450,025OTHER EXPENSESSalaries and employee benefits25,13724,17376,11272,904Net occupancy3,7263,40111,01910,543Equipment2,6982,1878,1047,022Marketing8471,0702,5782,628Outside data processing fees1,9921,8535,4775,723Printing and office supplies3433501,0101,201Core deposit amortization6935922,1431,776FDIC assessments9589202,7162,843Other real estate owned and foreclosure expenses1,8352,6184,4366,988Professional and other outside services1,6861,5736,3114,483Other expenses3,6833,83911,31710,804Total Other Expenses43,59842,576131,223126,915INCOME BEFORE INCOME TAX23,62422,10272,45461,387Income tax expense6,5575,98021,24716,485NET INCOME AVAILABLE TO COMMON STOCKHOLDERS$17,067$16,122$51,207$44,902Per Share Data:Basic Net Income Available to Common Stockholders$0.46$0.45$1.36$1.25Diluted Net Income Available to Common Stockholders$0.45$0.45$1.35$1.24Cash Dividends Paid$0.11$0.08$0.30$0.21Average Diluted Shares Outstanding (in thousands)38,11836,32938,05436,295








See notes to consolidated condensed financial statements.


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 PART I. FINANCIAL INFORMATION
 ITEM 1. CONSOLIDATED FINANCIAL STATEMENTS
 (table dollar amounts in thousands, except share data)





CONSOLIDATED CONDENSED STATEMENTS OF COMPREHENSIVE INCOME


(Unaudited)





Three Months EndedSeptember 30,Nine Months EndedSeptember 30,2015201420152014Net income$17,067$16,122$51,207$44,902Other comprehensive income net of tax:Unrealized holding gain on securities available for sale arising during the period, net of tax of $2,439, $152, $63 and $6,1054,53028311711,338Unrealized gain (loss) on securities available for sale for which a portion of an other than temporary impairment has been recognized in income, net of tax of $916(1)1,701Unrealized gain (loss) on cash flow hedges arising during the period, net of tax of $627, $10, $792 and $885(1,164)18(1,468)(1,645)Reclassification adjustment for losses included in net income, net of tax of $263, $194, $340 and $450(490)(360)(633)(834)2,876(60)(1,984)10,560Comprehensive income$19,943$16,062$49,223$55,462








See notes to consolidated condensed financial statements.





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 PART I. FINANCIAL INFORMATION
 ITEM 1. CONSOLIDATED FINANCIAL STATEMENTS
 (table dollar amounts in thousands, except share data)





CONSOLIDATED CONDENSED STATEMENT OF STOCKHOLDERS’ EQUITY


(Unaudited)





PreferredCommon StockAdditionalAccumulatedOtherSharesAmountSharesAmountPaid inCapitalRetainedEarningsComprehensiveLossTotalBalances, December 31, 2014125$12537,669,948$4,709$431,220$292,403$(1,630)$726,827Comprehensive incomeNet income51,20751,207Other comprehensive income, net of tax(1,984)(1,984)Cash dividends on common stock ($.30 per share)(11,448)(11,448)Share-based compensation145,697181,6691,687Stock issued under employee benefit plans17,2282349351Stock issued under dividend reinvestment andstock purchase plan19,6472485487Stock options exercised90,566111,4811,492Stock redeemed(69,165)(8)(1,627)(1,635)Balances, September 30, 2015125$12537,873,921$4,734$433,577$332,162$(3,614)$766,984








See notes to consolidated condensed financial statements.


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 PART I. FINANCIAL INFORMATION
 ITEM 1. CONSOLIDATED FINANCIAL STATEMENTS
 (table dollar amounts in thousands, except share data)


CONSOLIDATED CONDENSED STATEMENTS OF CASH FLOWS


(Unaudited) For the Nine Months EndedSeptember 30, 2015September 30, 2014Cash Flow From Operating Activities:Net income$51,207$44,902Adjustments to reconcile net income to net cash provided by operating activities:Provision for loan losses4171,600Depreciation and amortization4,7074,505Change in deferred taxes19,28217,026Share-based compensation1,6871,611Tax benefit from stock options exercised(70)(60)Loans originated for sale(286,414)(149,001)Proceeds from sales of loans291,706147,909Gain on sale of insurance subsidiary(8,265)Gain on cancellation of subordinated debentures(1,250)Gains on sales of securities available for sale(2,047)(2,335)Change in interest receivable(1,772)(783)Change in interest payable4802,048Other adjustments(15,618)(15,009)Net cash provided by operating activities$54,050$52,413Cash Flows from Investing Activities:Net change in interest-bearing deposits$21,331$30,898Purchases of:Securities available for sale(166,645)(114,563)Securities held to maturity(55,415)(114,821)Proceeds from sales of securities available for sale70,11447,722Proceeds from maturities of:Securities available for sale47,66447,096Securities held to maturity69,62951,029Change in Federal Reserve and Federal Home Loan Bank stock7,710(4,137)Net change in loans(296,602)(159,559)Net cash and cash equivalents paid in acquisition(12,004)Net cash received from sale of insurance subsidiary15,155Proceeds from the sale of other real estate owned8,29411,860Other adjustments1,2647,367Net cash used in investing activities$(289,505)$(197,108)Cash Flows from Financing Activities:Net change in :Demand and savings deposits$106,597$(47,610)Certificates of deposit and other time deposits(38,028)126,265Borrowings414,197386,643Repayment of borrowings(270,497)(348,357)Cash dividends on common stock(11,448)(7,650)Stock issued under employee benefit plans351376Stock issued under dividend reinvestment and stock purchase plans487380Stock options exercised1,422450Tax benefit from stock options exercised7060Stock redeemed(1,635)(1,059)Net cash provided by financing activities$201,516$109,498Net Change in Cash and Cash Equivalents(33,939)(35,197)Cash and Cash Equivalents, January 1118,616109,434Cash and Cash Equivalents,September30$84,677$74,237Additional cash flow information:Interest paid$17,845$13,901Income tax paid$15,000$4,409Loans transferred to other real estate owned$3,244$3,807Fixed assets transferred to other real estate owned$1,166$297Non-cash investing activities using trade date accounting$3,332$6,502In conjunction with the acquisition, liabilities were assumed as follows:Fair value of assets acquired$141,724Cash received (paid) in acquisition$(14,500)Less:  Common stock issued$—Liabilities assumed$127,224$—


See notes to consolidated condensed financial statements.


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 PART I. FINANCIAL INFORMATION
 ITEM 1. NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS
 (table dollar amounts in thousands, except share data)
 (Unaudited)





NOTE 1





GENERAL





Financial Statement Preparation





The significant accounting policies followed by First Merchants Corporation (the “Corporation”) and its wholly owned subsidiaries for interim financial reporting are consistent with the accounting policies followed for annual financial reporting.  All adjustments, which are of a normal recurring nature and are in the opinion of management necessary for a fair statement of the results for the periods reported, have been included in the accompanying consolidated condensed financial statements.





The consolidated condensed balance sheet of the Corporation as of December 31, 2014 , has been derived from the audited consolidated balance sheet of the Corporation as of that date.  Certain information and note disclosures normally included in the Corporation’s annual financial statements, prepared in accordance with accounting principles generally accepted in the United States of America, have been condensed or omitted.  These consolidated condensed financial statements should be read in conjunction with the consolidated financial statements and notes thereto included in the Corporation’s Annual Report on Form 10-K for the year ended December 31, 2014 filed with the Securities and Exchange Commission.  The results of operations for the three and nine months ended September 30, 2015 , are not necessarily indicative of the results to be expected for the year.  Reclassifications have been made to prior financial statements to conform to the current financial statement presentation.  These reclassifications had no effect on net income.








NOTE 2





ACQUISITIONS AND DIVESTITURES





Consummation of Merger





Ameriana Bancorp





On June 26, 2015, the Corporation and Ameriana Bancorp, an Indiana corporation (“Ameriana Bancorp”), entered into an Agreement and Plan of Reorganization and Merger (the “Ameriana Merger Agreement”), pursuant to which, Ameriana Bancorp will, subject to the terms and conditions of the Ameriana Merger Agreement, merge with and into the Corporation (the “Ameriana Merger”), whereupon the separate corporate existence of Ameriana Bancorp will cease and the Corporation will survive. Immediately following the Ameriana Merger, Ameriana Bank, an Indiana state commercial bank and wholly-owned subsidiary of Ameriana Bancorp, will be merged with and into the Bank, with the Bank, as the surviving bank. Based on the closing price of the Corporation's common stock on June 26, 2015 of $25.13 per share, the transaction value is estimated at approximately $68.8 million . The transaction is expected to be a tax-free stock exchange for Ameriana Bancorp’s shareholders who will be receiving the Corporation's common stock pursuant to the Ameriana Merger. Subject to Ameriana Bancorp’s shareholders’ approval of the Ameriana Merger, regulatory approvals and other customary closing conditions, the parties anticipate completing the Ameriana Merger in the fourth quarter of 2015.








Acquisitions





C Financial Corporation





On April 17, 2015, the Corporation acquired 100 percent of C Financial Corporation, ("C Financial").  C Financial merged with and into the Corporation (the “C Financial Merger”) whereupon the separate corporate existence of C Financial ceased and the Corporation survived.  Immediately following the C Financial Merger, Cooper State Bank, an Ohio state bank and wholly-owned subsidiary of C Financial, merged with and into First Merchants Bank, National Association, a national bank and wholly-owned subsidiary of the Corporation (the "Bank"), with the Bank continuing as the surviving bank.  C Financial was headquartered in Columbus, Ohio and had 6 full service banking centers serving the Columbus, Ohio market.  As part of the $14.5 million C Financial Merger, shareholders of C Financial received $6.738 in cash for each share of C Financial common stock held.  The Corporation expects the transaction to be accretive to income and expand the existing footprint in Columbus, Ohio. Goodwill resulted from this transaction due to the synergies and economies of scale that are expected.





Under the acquisition method of accounting, the total purchase price is allocated to net tangible and intangible assets based on their current estimated fair values on the date of the acquisition.   Based on preliminary valuations of the fair value of tangible and intangible assets acquired and liabilities assumed, which are based on assumptions that are subject to change, the purchase price for the C Financial acquisition is detailed in the following table.  Prior to the end of the one year measurement period for finalizing the purchase price allocation, if information becomes available which would indicate adjustments are required to the purchase price allocation, such adjustments will be included in the purchase price allocation retrospectively.


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Table of Contents
 PART I. FINANCIAL INFORMATION
 ITEM 1. NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS
 (table dollar amounts in thousands, except share data)
 (Unaudited)





Fair ValueCash and cash equivalents$2,496Federal Funds sold7,018Interest-bearing time deposits922Loans110,625Premises and equipment7,290Federal Home Loan Bank stock855Interest receivable292Other assets119Deposits(105,326)Interest payable(29)Federal Home Loan Bank Advances(18,958)Other liabilities(2,911)Net tangible assets acquired2,393Core deposit intangible981Goodwill11,126Purchase price$14,500








Of the total purchase price, $981,000 has been allocated to a core deposit intangible that will be amortized over its estimated life of 10 years.  The remaining purchase price has been allocated to goodwill, which is deductible for tax purposes because the transaction was considered a taxable exchange.





Community Bancshares, Inc.





On November 7, 2014, the Corporation acquired 100 percent of Community Bancshares, Inc. ("Community"), pursuant to which, Community merged with and into the Corporation (the "Community Merger") whereupon the separate corporate existence of Community ceased and the Corporation survived.  Immediately following the Community Merger, Community Bank, an Indiana state bank and wholly-owned subsidiary of Community, merged with and into the Bank, with the Bank continuing as the surviving bank.  Community was headquartered in Noblesville, Indiana and had 10 full-service banking centers serving central Indiana.  Pursuant to the merger agreement, each outstanding share of common stock of Community was converted into the right to receive either (a) 4.0926 shares of the Corporation's common stock, plus cash in lieu of fractional shares; or (b) $85.94 in cash, based upon shareholder elections.  The Corporation paid $14.2 million in cash and issued approximately 1.6 million shares of common stock, valued at approximately $35.0 million , for a total purchase price of approximately $49.2 million .  The Corporation expects the transaction to be accretive to income and expand the existing footprint in central Indiana.  Goodwill resulted from this transaction due to the synergies and economies of scale that are expected.





Under the acquisition method of accounting, the total purchase price is allocated to net tangible and intangible assets based on their current estimated fair values on the date of the acquisition.   Based on preliminary valuations of the fair value of tangible and intangible assets acquired and liabilities assumed, which are based on assumptions that are subject to change, the purchase price for the Community acquisition is detailed in the following table.  Prior to the end of the one year measurement period for finalizing the purchase price allocation, if information becomes available which would indicate adjustments are required to the purchase price allocation, such adjustments will be included in the purchase price allocation retrospectively.





Fair ValueCash and cash equivalents$4,124Interest-bearing time deposits16,526Investment Securities, available for sale76,807Loans145,064Premises and equipment3,610Federal Home Loan Bank stock1,950Interest receivable767Cash surrender value of life insurance3,266Other real estate owned6,662Taxes, deferred and receivable3,348Other assets167Deposits(228,424)Interest payable(98)Other liabilities(3,014)Net tangible assets acquired30,755Core deposit intangible4,658Goodwill13,776Purchase price$49,189





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 PART I. FINANCIAL INFORMATION
 ITEM 1. NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS
 (table dollar amounts in thousands, except share data)
 (Unaudited)





Of the total purchase price, $4,658,000 has been allocated to a core deposit intangible that will be amortized over its estimated life of 10 years.  The remaining purchase price has been allocated to goodwill, which is not deductible for tax purposes due to the merger being accounted for as a tax-free exchange.  The tax-free exchange resulted in a carryover of tax attributes and tax basis to the Corporation's subsequent income tax filings and was adjusted for any fair value adjustments required in accounting for the acquisition.








Pro Forma Financial Information





The Corporation acquired CFS Bancorp ("CFS") on November 12, 2013 and Community on November 7, 2014.  The results of operations of CFS and Community have been included in the Corporation's consolidated financial statements since the acquisition dates.  The following schedule includes pro forma results for the periods ended December 31, 2014 and 2013 as if the CFS and Community acquisitions had occurred as of the beginning of the comparable prior annual reporting period.   Pro forma financial information for the C Financial acquisition is not included in the table below as it is deemed immaterial.





20142013Total revenue (net interest income plus other income)$263,070$253,668Net income$61,572$39,979Net income available to common shareholders$61,572$37,599Earnings per share:Basic$1.63$0.98Diluted$1.61$0.97








The pro forma information includes adjustments for interest income on loans, amortization of intangibles arising from the transaction, interest expense on deposits acquired, premises expense for the banking centers acquired and the related income tax effects.  The pro forma information for the year ended December 31, 2014 includes $1.6 million of operating revenue from Community since the acquisition and approximately $1.8 million , net of tax, of non-recurring expenses directly attributable to the Community acquisition.  The pro forma information for the year ended December 31, 2013 includes $4.9 million of operating revenue from CFS since the acquisition and approximately $9.5 million , net of tax, of non-recurring expenses directly attributable to the CFS acquisition.  The pro forma financial information is presented for information purposes only and is not indicative of the results of operations that actually would have been achieved had the acquisition been consummated as of that time, nor is it intended to be a projection of future results.





Subsidiary Divestiture





On June 12, 2015, the Corporation sold all of its stock in First Merchants Insurance Services, Inc., an Indiana corporation ("FMIG"), to USI Insurance LLC, a Delaware limited liability company ("USI").  The sale price was $18 million , of which $16 million was paid at closing with the remaining $2 million paid through a two -year promissory note.  The sale of FMIG generated a gain on sale of $8.3 million .








NOTE 3





INVESTMENT SECURITIES





The amortized cost, gross unrealized gains and losses and approximate fair value of the investment securities portfolio at the dates indicated were:





AmortizedCostGross Unrealized GainsGross Unrealized LossesFairValueAvailable for sale at September 30, 2015U.S. Government-sponsored agency securities$100$5$105State and municipal289,99811,617$497301,118U.S. Government-sponsored mortgage-backed securities287,3177,63573294,879Corporate obligations3131Equity securities1,7061,706Total available for sale579,15219,257570597,839Held to maturity at September 30, 2015State and municipal218,7945,707166224,335U.S. Government-sponsored mortgage-backed securities392,16011,566213403,513Total held to maturity610,95417,273379627,848Total Investment Securities$1,190,106$36,530$949$1,225,687








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 PART I. FINANCIAL INFORMATION
 ITEM 1. NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS
 (table dollar amounts in thousands, except share data)
 (Unaudited)





AmortizedCostGross Unrealized GainsGross Unrealized LossesFairValueAvailable for sale at December 31, 2014U.S. Government-sponsored agency securities$100$9$109State and municipal216,91511,801$123228,593U.S. Government-sponsored mortgage-backed securities310,4608,771127319,104Corporate obligations3131Equity securities1,7061,706Total available for sale529,21220,581250549,543Held to maturity at December 31, 2014State and municipal204,4435,71696210,063U.S. Government-sponsored mortgage-backed securities426,64511,527512437,660Total held to maturity631,08817,243608647,723Total Investment Securities$1,160,300$37,824$858$1,197,266








The amortized cost and fair value of available for sale and held to maturity securities at September 30, 2015 , by contractual maturity, are shown below.  Expected maturities will differ from contractual maturities because issuers may have the right to call or prepay obligations with or without call or prepayment penalties.





Available for SaleHeld to MaturityAmortized CostFair ValueAmortized CostFair ValueMaturity Distribution at September 30, 2015:Due in one year or less$3,661$3,715$5,521$5,533Due after one through five years13,26513,85424,07625,086Due after five through ten years51,07053,34781,28683,355Due after ten years222,133230,338107,911110,361$290,129$301,254$218,794$224,335U.S. Government-sponsored mortgage-backed securities287,317294,879392,160403,513Equity securities1,7061,706Total Investment Securities$579,152$597,839$610,954$627,848








Available for SaleHeld to MaturityAmortized CostFair ValueAmortized CostFair ValueMaturity Distribution at December 31, 2014Due in one year or less$3,127$3,153$6,258$6,329Due after one through five years9,5659,84018,44018,930Due after five through ten years48,67550,88985,99787,903Due after ten years155,679164,85193,74896,901$217,046$228,733$204,443$210,063U.S. Government-sponsored mortgage-backed securities310,460319,104426,645437,660Equity securities1,7061,706Total Investment Securities$529,212$549,543$631,088$647,723








The carrying value of securities pledged as collateral, to secure public deposits and for other purposes, was $646,124,000 at September 30, 2015 , and $449,408,000 at December 31, 2014 .





The book value of securities sold under agreements to repurchase amounted to $149,014,000 at September 30, 2015 , and $120,027,000 at December 31, 2014 .





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 PART I. FINANCIAL INFORMATION
 ITEM 1. NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS
 (table dollar amounts in thousands, except share data)
 (Unaudited)





Gross gains on the sales and redemptions of available for sale securities for the three and nine months ended September 30, 2015 , and 2014 are shown below.





Three Months EndedSeptember 30,Nine Months EndedSeptember 30,2015201420152014Sales and Redemptions of Available for Sale Securities:Gross gains$1,115$910$2,147$2,335Gross losses100Other-than-temporary impairment losses








The following table shows investments securities with unrealized losses, aggregated by investment category and length of time that individual securities have been in a continuous unrealized loss position at September 30, 2015 , and December 31, 2014 :





Less than12 Months12 Months or LongerTotalFairValueGrossUnrealizedLossesFairValueGrossUnrealizedLossesFairValueGrossUnrealizedLossesTemporarily Impaired Available for Sale Securities at September 30, 2015State and municipal$36,702$497$36,702$497U.S. Government-sponsored mortgage-backed securities6,4828$2,125$658,60773Total Temporarily Impaired Available for Sale Securities43,1845052,1256545,309570Temporarily Impaired Held to Maturity Securities at September 30, 2015State and municipal13,7111441,7162215,427166U.S. Government-sponsored mortgage-backed securities20,7524013,49117334,243213Total Temporarily Impaired Held to Maturity Securities34,46318415,20719549,670379Total Temporarily Impaired Investment Securities$77,647$689$17,332$260$94,979$949








Less than12 Months12 Months or LongerTotalFairValueGrossUnrealizedLossesFairValueGrossUnrealizedLossesFairValueGrossUnrealizedLossesTemporarily Impaired Available for Sale Securities at December 31, 2014State and municipal$1,256$7$9,850$116$11,106$123U.S. Government-sponsored mortgage-backed securities2,186135,4471147,633127Total Temporarily Impaired Available for Sale Securities3,4422015,29723018,739250Temporarily Impaired Held to Maturity Securities at December 31, 2014State and municipal5,119962505,36996U.S. Government-sponsored mortgage-backed securities9,7918238,49143048,282512Total Temporarily Impaired Held to Maturity Securities14,91017838,74143053,651608Total Temporarily Impaired Investment Securities$18,352$198$54,038$660$72,390$858








Certain investments in debt and equity securities are reported in the financial statements at an amount less than their historical cost as indicated in the table below.





September 30, 2015December 31, 2014Investments reported at less than historical cost:Historical cost$95,928$73,249Fair value$94,979$72,390Percent of the Corporation's available for sale and held to maturity portfolio7.9%6.1%








Management believes the decline in fair value for these securities was temporary.  Should the impairment of any of these securities become other-than-temporary, the cost basis of the investment will be reduced and the resulting loss recognized in net income during the period the other-than-temporary ("OTTI") is identified.





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The Corporation’s management has evaluated all securities with unrealized losses for OTTI as of September 30, 2015 .  The evaluations are based on the nature of the securities, the extent and duration of the loss and the intent and ability of the Corporation to hold these securities either to maturity or through the expected recovery period.





In determining the fair value of the investment securities portfolio, the Corporation utilizes a third party for portfolio accounting services, including market value input, for those securities classified as Level 1 and Level 2 in the fair value hierarchy.  The Corporation has obtained an understanding of what inputs are being used by the vendor in pricing the portfolio and how the vendor was classifying these securities based upon these inputs.  From these discussions, the Corporation’s management is comfortable that the classifications are proper.  The Corporation has gained trust in the data for two reasons:  (a) independent spot testing of the data is conducted by the Corporation through obtaining market quotes from various brokers on a periodic basis and (b) actual gains or loss resulting from the sale of certain securities has proven the data to be accurate over time.  Fair value of securities classified as Level 3 in the valuation hierarchy was determined using a discounted cash flow model that incorporated market estimates of interest rates and volatility in markets that have not been active.





State and Municipal





The unrealized losses on the Corporation’s investments in securities of state and political subdivisions were caused by changes in interest rates.  The contractual terms of those investments do not permit the issuer to settle the securities at a price less than the amortized cost basis of the investments.  The Corporation does not intend to sell the investment and it is not more likely than not that the Corporation will be required to sell the investment before recovery of its new, lower amortized cost basis, which may be maturity.  The Corporation does not consider the investment securities to be other-than-temporarily impaired at September 30, 2015 .





U.S. Government-Sponsored Mortgage-Backed Securities





The unrealized losses on the Corporation’s investment in U.S. Government-sponsored mortgage-backed securities were a result of changes in interest rates.  The Corporation expects to recover the amortized cost basis over the term of the securities as the decline in market value is attributable to changes in interest rates and not credit quality.  The Corporation does not intend to sell the investment and it is not more likely than not that the Corporation will be required to sell the investment before recovery of its new, lower amortized cost basis, which may be maturity.  The Corporation does not consider the investment securities to be other-than-temporarily impaired at September 30, 2015 .





Credit Losses Recognized on Investments





Certain corporate obligations experienced fair value deterioration due to credit losses and other market factors.  The following table provides information about those securities for which only a credit loss was recognized in income and other losses were recorded in other comprehensive income.





AccumulatedCredit Losses in2015AccumulatedCredit Losses in2014Credit losses on debt securities held:Balance, January 1$500$11,355Reductions for previous other-than-temporary losses realized on securities sold during the year(500)—Balance, September 30$—$11,355








In the first quarter of 2015, the Corporation sold its remaining trust preferred security which had no remaining book value as a result of OTTI of approximately $500,000 taken in 2009.   The sale of this security resulted in a gain of $45,000 , which is included in the Consolidated Condensed Statement of Income for the nine months ended September 30, 2015 .








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NOTE 4





LOANS AND ALLOWANCE





The Corporation’s primary lending focus is small business and middle market commercial, commercial real estate, residential real estate and consumer lending, which results in portfolio diversification.  The following tables show the composition of the loan portfolio, the allowance for loan losses and certain credit quality elements, all excluding loans held for sale.  Loans held for sale as of September 30, 2015 , and December 31, 2014 , were $1,943,000 and $7,235,000 , respectively.





The following table shows the composition of the Corporation’s loan portfolio by loan class for the periods indicated:





September 30, 2015December 31, 2014Commercial and industrial loans$999,195$896,688Agricultural production financing and other loans to farmers91,354104,927Real estate loans:Construction298,250207,221Commercial and farmland1,695,7031,672,661Residential677,767647,315Home Equity318,949286,529Individuals' loans for household and other personal expenditures71,89373,400Lease financing receivables, net of unearned income6141,106Other commercial loans167,99035,018Loans$4,321,715$3,924,865Allowance for loan losses(62,861)(63,964)Net Loans$4,258,854$3,860,901








At September 30, 2015, Other commercial loans totaled $167,990,000 , an increase of $132,972,000 from December 31, 2014.  This increase was primarily a result of organic growth in the obligations of the state and political subdivisions sector of the portfolio.





Allowance, Credit Quality and Loan Portfolio





The Corporation maintains an allowance for loan losses to cover probable credit losses identified during its loan review process.  Management believes the allowance for loan losses is appropriate to cover probable losses inherent in the loan portfolio at September 30, 2015.  The process for determining the adequacy of the allowance for loan losses is critical to the Corporation’s financial results.  It requires management to make difficult, subjective and complex judgments, to estimate the effect of uncertain matters.  The allowance for loan losses considers current factors, including economic conditions and ongoing internal and external examinations, and will increase or decrease as deemed necessary to ensure the allowance remains adequate.  In addition, the allowance as a percentage of charge offs and nonperforming loans will change at different points in time based on credit performance, loan mix and collateral values.





The allowance is increased by the provision for loan losses and decreased by charge offs less recoveries.  The Bank charges off a loan when a determination is made that all or a portion of the loan is uncollectible. The allowance for loan losses is maintained through the provision for loan losses, which is a charge against earnings.  The amount provided for loan losses in a given period may be greater than or less than net loan losses experienced during the period, and is based on management’s judgment as to the appropriate level of the allowance for loan losses. The determination of the provision amount in a given period is based on management’s ongoing review and evaluation of the loan portfolio, including an internally administered loan "watch" list and independent loan reviews.  The evaluation takes into consideration identified credit problems, the possibility of losses inherent in the loan portfolio that are not specifically identified and management’s judgment as to the impact of the current environment and economic conditions on the portfolio.





In conformance with ASC 805 and ASC 820, loans purchased after December 31, 2008, are recorded at the acquisition date fair value.  Such loans are only included in the allowance when deemed impaired in accordance with ASC 310-30.





The allowance consists of specific impairment reserves as required by ASC 310-10-35, a component for historical losses in accordance with ASC 450 and the consideration of current environmental factors in accordance with ASC 450.  A loan is deemed impaired when, based on current information or events, it is probable that all amounts due of principal and interest according to the contractual terms of the loan agreement will not be collected.





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The historical loss allocation for loans not deemed impaired, according to ASC 310, is the product of the volume of loans within the non-impaired criticized and non-criticized risk grade classifications, each segmented by call code, and the historical loss factor for each respective classification and call code segment.  The historical loss factors are based upon actual loss experience within each risk and call code classification.  The historical look back period for non-criticized loans looks to the most recent rolling-four-quarter average and aligns with the look back period for non-impaired criticized loans.  Each of the rolling four quarter periods used to obtain the average, include all charge offs for the previous twelve-month period, therefore the historical look back period includes seven quarters. The resulting allocation is reflective of current conditions.  Criticized loans are grouped based on the risk grade assigned to the loan.  Loans with a special mention grade are assigned a loss factor, and loans with a classified grade but not impaired are assigned a separate loss factor.  The loss factor computation for this allocation includes a segmented historical loss migration analysis of criticized risk grades to charge off.





In addition to the specific reserves and historical loss components of the allowance, consideration is given to various environmental factors to help ensure that losses inherent in the portfolio are reflected in the allowance for loan losses.  The environmental component adjusts the historical loss allocations for commercial and consumer loans to reflect relevant current conditions that, in management's opinion, have an impact on loss recognition.  Environmental factors that management reviews in the analysis include: national and local economic trends and conditions; trends in growth in the loan portfolio and growth in higher risk areas; levels of, and trends in, delinquencies and non-accruals; experience and depth of lending management and staff; adequacy of, and adherence to, lending policies and procedures including those for underwriting; industry concentrations of credit; and adequacy of risk identification systems and controls through the internal loan review and internal audit processes.





The following tables summarize changes in the allowance for loan losses by loan segment for the three and nine months ended September 30, 2015 , and September 30, 2014 :





Three Months Ended September 30, 2015CommercialCommercialReal EstateConsumerResidentialFinanceLeasesTotalAllowance for loan losses:Balances, July 1$31,479$15,828$2,927$12,311$5$62,550Provision for losses3,202(2,966)(102)(132)(2)Recoveries on loans2811,510675132,371Loans charged off(1,026)(386)(169)(479)(2,060)Balances, September 30, 2015$33,936$13,986$2,723$12,213$3$62,861








Nine Months Ended September 30, 2015CommercialCommercialReal EstateConsumerResidentialFinanceLeasesTotalAllowance for loan losses:Balances, January 1$28,824$19,327$2,658$13,152$3$63,964Provision for losses6,226(6,364)225330417Recoveries on loans1,1682,0692461,3924,875Loans charged off(2,282)(1,046)(406)(2,661)(6,395)Balances, September 30, 2015$33,936$13,986$2,723$12,213$3$62,861





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Three Months Ended September 30, 2014CommercialCommercialReal EstateConsumerResidentialFinanceLeasesTotalAllowance for loan losses:Balances, July 1$28,614$22,582$2,243$14,928$68,367Provision for losses1,385528113(424)$(2)1,600Recoveries on loans1,9871,2158643133,722Loans charged off(4,444)(2,707)(214)(728)(8,093)Balances, September 30, 2014$27,542$21,618$2,228$14,207$1$65,596








Nine Months Ended September 30, 2014CommercialCommercialReal EstateConsumerResidentialFinanceLeasesTotalAllowance for loan losses:Balances, January 1$27,176$23,102$2,515$15,077$67,870Provision for losses1,736(177)(39)100$(20)1,600Recoveries on loans4,4852,3563031,360238,527Loans charged off(5,855)(3,663)(551)(2,330)(2)(12,401)Balances, September 30, 2014$27,542$21,618$2,228$14,207$1$65,596








The following tables show the Corporation’s allowance for credit losses and loan portfolio by loan segment as of the periods indicated:





September 30, 2015CommercialCommercialReal EstateConsumerResidentialFinanceLeasesTotalAllowance Balances:Individually evaluated for impairment$1,268$304$73$1,645Collectively evaluated for impairment32,66813,480$2,72312,031$360,905Loans Acquired with Deteriorated Credit Quality202109311Total Allowance for Loan Losses$33,936$13,986$2,723$12,213$3$62,861Loan Balances:Individually evaluated for impairment$8,192$19,466$4,867$32,525Collectively evaluated for impairment1,243,0321,924,902$71,893986,759$6144,227,200Loans Acquired with Deteriorated Credit Quality7,31549,5855,09061,990Loans$1,258,539$1,993,953$71,893$996,716$614$4,321,715








December 31, 2014CommercialCommercialReal EstateConsumerResidentialFinanceLeasesTotalAllowance Balances:Individually evaluated for impairment$1,455$470$194$2,119Collectively evaluated for impairment27,36918,207$2,65812,958$361,195Loans Acquired with Deteriorated Credit Quality650650Total Allowance for Loan Losses$28,824$19,327$2,658$13,152$3$63,964Loan Balances:Individually evaluated for impairment$16,108$23,963$4,022$44,093Collectively evaluated for impairment1,011,1221,796,797$73,400925,282$1,1063,807,707Loans Acquired with Deteriorated Credit Quality9,40359,1224,54073,065Loans$1,036,633$1,879,882$73,400$933,844$1,106$3,924,865








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The risk characteristics of the Corporation’s material portfolio segments are as follows:





Commercial





Commercial loans are primarily based on the identified cash flows of the borrower and secondarily on the underlying collateral provided by the borrower.  The cash flows of borrowers, however, may not be as expected and the collateral securing these loans may fluctuate in value.  Most commercial loans are secured by the assets being financed or other business assets such as accounts receivable or inventory and may incorporate a personal guarantee; however, some short-term loans may be made on an unsecured basis.  In the case of loans secured by accounts receivable, the availability of funds for the repayment of these loans may be substantially dependent on the ability of the borrower to collect amounts due from its customers.





Commercial real estate





These loans are viewed primarily as cash flow loans and secondarily as loans secured by real estate.  Commercial real estate lending typically involves higher loan principal amounts and the repayment of these loans is generally dependent on the successful operation of the property securing the loan or the business conducted on the property securing the loan.  Commercial real estate loans may be more adversely affected by conditions in the real estate markets or in the general economy.  Management monitors and evaluates commercial real estate loans based on collateral and risk grade criteria.  In addition, management tracks the level of owner-occupied commercial real estate loans versus non-owner occupied loans.





Residential and Consumer





With respect to residential loans that are secured by 1-4 family residences and are generally owner occupied, the Corporation generally establishes a maximum loan-to-value ratio and requires private mortgage insurance if that ratio is exceeded.  Home equity loans are typically secured by a subordinate interest in 1-4 family residences, and consumer loans are secured by consumer assets such as automobiles or recreational vehicles.  Some consumer loans are unsecured such as small installment loans and certain lines of credit.  Repayment of these loans is primarily dependent on the personal income and credit rating of the borrowers, which can be impacted by economic conditions in their market areas such as unemployment levels.  Repayment can also be impacted by changes in property values on residential properties.  Risk is mitigated by the fact that the loans are of smaller individual amounts and spread over a large number of borrowers.





Loans are reclassified to a non-accruing status when, in management’s judgment, the collateral value and financial condition of the borrower do not justify accruing interest.  Interest previously recorded, but not deemed collectible, is reversed and charged against current income.  Payments subsequently received on non-accrual loans are applied to principal.  A loan is returned to accrual status when principal and interest are no longer past due and collectability is probable, typically after a minimum of six consecutive months of performance.  Payments received on impaired accruing or delinquent loans are applied to interest income as accrued.





The following table summarizes the Corporation’s non-accrual loans by loan class as of the periods indicated:





September 30, 2015December 31, 2014Commercial and industrial loans$4,460$7,048Agriculture production financing and other loans to farmers1,2105,800Real estate Loans:Construction7451,439Commercial and farmland13,50619,350Residential10,74912,933Home Equity1,7831,988Individuals' loans for household and other personal expenditures144231Total$32,597$48,789








Commercial impaired loans include non-accrual loans, loans accounted for under ASC 310-30, as well as substandard, doubtful and loss grade loans that were still accruing but deemed impaired according to guidance set forth in ASC 310.  Also included in impaired loans are accruing loans that are contractually past due 90 days or more and troubled debt restructurings.





Allowable methods for determining the amount of impairment include estimating fair value using the fair value of the collateral for collateral dependent loans.  If the impaired loan is identified as collateral dependent, then the fair value method of measuring the amount of impairment is utilized.  This method requires obtaining a current independent appraisal of the collateral and applying a discount factor to the value.  The fair value of real estate is generally based on appraisals by qualified licensed appraisers.  The appraisers typically determine the value of the real estate by utilizing an income or market valuation approach.  If an appraisal is not available, the fair value may be determined by using a cash flow analysis.  Fair value on other collateral such as business assets is typically ascertained by assessing, either singularly or some combination of,  asset appraisals, accounts receivable aging reports, inventory listings and  or customer financial statements.  Both appraised values and values based on borrower’s financial information are discounted as considered appropriate based on age and quality of the information and current market conditions.





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The following tables show the composition of the Corporation’s commercial impaired loans by loan class as of the periods indicated:





September 30, 2015UnpaidPrincipalBalanceRecordedInvestmentRelatedAllowanceImpaired loans with no related allowance:Commercial and industrial loans$22,117$11,580Agriculture production financing and other loans to farmers669663Real estate Loans:Construction5,5592,708Commercial and farmland85,00163,620Residential12,7378,795Home equity250194Other commercial loans23Total$126,356$87,560Impaired loans with related allowance:Commercial and industrial loans$3,058$2,716$1,234Agriculture production financing and other loans to farmers54754734Real estate Loans:Commercial and farmland2,7072,441506Residential721622182Total$7,033$6,326$1,956Total Impaired Loans$133,389$93,886$1,956








December 31, 2014UnpaidPrincipalBalanceRecordedInvestmentRelatedAllowanceImpaired loans with no related allowance:Commercial and industrial loans$35,514$18,029Agriculture production financing and other loans to farmers2622Real estate Loans:Construction12,9569,318Commercial and farmland95,85668,187Residential10,5916,839Home equity3,590398Other commercial loans30Total$158,563$102,793Impaired loans with related allowance:Commercial and industrial loans$1,766$1,684$1,055Agriculture production financing and other loans to farmers6,7775,777400Real estate Loans:Commercial and farmland7,1594,9711,120Residential1,001998194Total$16,703$13,430$2,769Total Impaired Loans$175,266$116,223$2,769





























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Three Months Ended September 30, 2015Nine Months Ended September 30, 2015AverageRecorded InvestmentInterestIncome RecognizedAverageRecorded InvestmentInterestIncome RecognizedImpaired loans with no related allowance:Commercial and industrial loans$11,863$137$12,676$368Agriculture production financing and other loans to farmers675699Real estate Loans:Construction2,855413,407123Commercial and farmland64,18693265,3102,661Residential9,028479,272177Home equity194197Total$88,801$1,157$91,561$3,329Impaired loans with related allowance:Commercial and industrial loans$2,731$10$2,774$29Agriculture production financing and other loans to farmers547547Real estate Loans:Commercial and farmland2,4592,613Residential625626Total$6,362$10$6,560$29Total Impaired Loans$95,163$1,167$98,121$3,358








Three Months Ended September 30, 2014Nine Months Ended September 30, 2014AverageRecorded InvestmentInterestIncome RecognizedAverageRecorded InvestmentInterestIncome RecognizedImpaired loans with no related allowance:Commercial and industrial loans$13,406$86$13,820$263Agriculture production financing and other loans to farmers2527Real estate Loans:Construction8,0261128,197331Commercial and farmland61,35689562,3672,663Residential3,018403,16493Home equity118147Total$85,949$1,133$87,722$3,350Impaired loans with related allowance:Commercial and industrial loans$1,814$10$1,864$30Agriculture production financing and other loans to farmers10,64510,645Real estate Loans:Commercial and farmland4,4844,52823Residential1,4601,460Total$18,403$10$18,497$53Total Impaired Loans$104,352$1,143$106,219$3,403








As part of the ongoing monitoring of the credit quality of the Corporation's loan portfolio, management tracks certain credit quality indicators including trends related to: (i) the level of criticized commercial loans, (ii) net charge offs, (iii) non-performing loans and (iv) the general national and local economic conditions.





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The Corporation utilizes a risk grading of pass, special mention, substandard, doubtful and loss to assess the overall credit quality of large commercial loans.  All large commercial credit grades are reviewed at a minimum of once a year for pass grade loans.  Loans with grades below pass are reviewed more frequently depending on the grade.  A description of the general characteristics of these grades is as follows:





|  |                                                                     
|- | --------------------------------------------------------------------
|• | Pass - Loans that are considered to be of acceptable credit quality.

|  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|• | Special Mention - Loans which possess some credit deficiency or potential weakness, which deserves close attention.  If left uncorrected, these potential weaknesses may result in deterioration of the repayment prospects for the asset or in the Corporation's credit position at some future date.  Special mention assets are not adversely classified and do not expose the Corporation to sufficient risk to warrant adverse classification.  The key distinctions of this category's classification are that it is indicative of an unwarranted level of risk; and weaknesses are considered “potential”, not “defined”, impairments to the primary source of repayment. Examples include businesses that may be suffering from inadequate management, loss of key personnel or significant customer or litigation.

|  |                                                                                                                                                                                                                                                                                                                                                                                                                                         
|- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|• | Substandard - A substandard loan is inadequately protected by the current net worth and paying capacity of the obligor or of the collateral pledged, if any.  Assets so classified have a well-defined weakness that jeopardizes the liquidation of the debt.  They are characterized by the distinct possibility that the Corporation will sustain some loss if the deficiencies are not corrected.  Other characteristics may include:

othe likelihood that a loan will be paid from the primary source of repayment is uncertain or financial deterioration is underway and very close attention is warranted to ensure that the loan is collected without loss,


othe primary source of repayment is gone, and the Corporation is forced to rely on a secondary source of repayment, such as collateral liquidation or guarantees,


oloans have a distinct possibility that the Corporation will sustain some loss if deficiencies are not corrected,


ounusual courses of action are needed to maintain a high probability of repayment,


othe borrower is not generating enough cash flow to repay loan principal; however, it continues to make interest payments,


othe Corporation is forced into a subordinated or unsecured position due to flaws in documentation,
 oloans have been restructured so that payment schedules, terms and collateral represent concessions to the borrower when compared to the normal loan terms,


othe Corporation is seriously contemplating foreclosure or legal action due to the apparent deterioration of the loan, and


othere is significant deterioration in market conditions to which the borrower is highly vulnerable.





|  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|• | Doubtful - Loans that have all of the weaknesses of those classified as Substandard.  However, based on currently existing facts, conditions and values, these weaknesses make full collection of principal highly questionable and improbable.  Other credit characteristics may include the primary source of repayment is gone or there is considerable doubt as to the quality of the secondary sources of repayment.  The possibility of loss is high, but because of certain important pending factors that may strengthen the loan, loss classification is deferred until the exact status of repayment is known.




|  |                                                                                                                                                                                                                                                                                                                                                                            
|- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|• | Loss – Loans that are considered uncollectible and of such little value that continuing to carry them as an asset is not warranted. Loans will be classified as Loss when it is neither practical not desirable to defer writing off or reserving all or a portion of a basically worthless asset, even though partial recovery may be possible at some time in the future.







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The following tables summarize the credit quality of the Corporation’s loan portfolio, by loan class for the periods indicated.  Consumer non-performing loans include accruing consumer loans 90 plus days delinquent and consumer non-accrual loans.  The entire balance of a loan is considered delinquent if the minimum payment contractually required to be made is not received by the specified date.  Loans that evidenced deterioration of credit quality since origination and it was probable, at acquisition, that all contractually required payments would not be collected are included in the applicable categories below.





September 30, 2015CommercialPassCommercialSpecialMentionCommercial SubstandardCommercialDoubtfulCommercial LossConsumer PerformingConsumerNon-PerformingTotalCommercial and industrial loans$927,042$30,679$41,444$30$999,195Agriculture production financing and other loans to farmers73,7934,75012,81191,354Real estate Loans:Construction280,6731,1511,230$15,114$82298,250Commercial and farmland1,588,79740,19966,70521,695,703Residential168,2872,26511,325490,6575,233677,767Home equity7,19516484309,4031,851318,949Individuals' loans for household and other personal expenditures71,69120271,893Lease financing receivables, net of unearned income52094614Other commercial loans167,990167,990Loans$3,214,297$79,060$134,093$30$886,865$7,370$4,321,715








December 31, 2014CommercialPassCommercialSpecialMentionCommercial SubstandardCommercialDoubtfulCommercial LossConsumer PerformingConsumerNon-PerformingTotalCommercial and industrial loans$823,732$24,455$48,226$275$896,688Agriculture production financing and other loans to farmers96,1551,1957,577104,927Real estate Loans:Construction185,3943,1642,928$15,588$147207,221Commercial and farmland1,552,78129,48490,1612351,672,661Residential149,4306,32110,918470,9729,674647,315Home equity6,36812690277,5711,888286,529Individuals' loans for household and other personal expenditures73,16523573,400Lease financing receivables, net of unearned income9981081,106Other commercial loans35,01835,018Loans$2,849,876$64,631$160,608$275$837,296$12,179$3,924,865








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The following table shows a past due aging of the Corporation’s loan portfolio, by loan class as of September 30, 2015 , and December 31, 2014 :





September 30, 2015Current30-59 DaysPast Due60-89 DaysPast DueLoans > 90 DaysAnd AccruingNon-AccrualTotal Past Due& Non-AccrualTotalCommercial and industrial loans$992,529$1,106$1,035$65$4,460$6,666$999,195Agriculture production financing and other loans to farmers86,9972,6475001,2104,35791,354Real estate Loans:Construction296,978504237451,272298,250Commercial and farmland1,673,7505,9351,4261,08613,50621,9531,695,703Residential661,8843,1281,53147510,74915,883677,767Home equity315,2507938612621,7833,699318,949Individuals' loans for household and other personal expenditures71,375284315914451871,893Lease financing receivables, net of unearned income614614Other commercial loans167,990167,990Loans$4,267,367$14,397$5,407$1,947$32,597$54,348$4,321,715








December 31, 2014Current30-59 DaysPast Due60-89 DaysPast DueLoans > 90 DaysAnd AccruingNon-AccrualTotal Past Due& Non-AccrualTotalCommercial and industrial loans$882,596$4,006$53$2,985$7,048$14,092$896,688Agriculture production financing and other loans to farmers98,2368915,8006,691104,927Real estate Loans:Construction204,6831,017821,4392,538207,221Commercial and farmland1,642,0169,84677867119,35030,6451,672,661Residential626,8214,8761,83185412,93320,494647,315Home equity282,8281,2133521481,9883,701286,529Individuals' loans for household and other personal expenditures72,85325853523154773,400Lease financing receivables, net of unearned income1,1061,106Other commercial loans35,01835,018Loans$3,846,157$22,107$3,149$4,663$48,789$78,708$3,924,865








See the information regarding the analysis of loan loss experience in the "LOAN QUALITY/PROVISION FOR LOAN LOSSES" section of Management’s Discussion and Analysis of Financial Condition and Results of Operations included as ITEM 2 of this Quarterly Report on Form 10-Q.





On occasion, borrowers experience declines in income and cash flow.  As a result, these borrowers seek to reduce contractual cash outlays including debt payments.  Concurrently, in an effort to preserve and protect its earning assets, specifically troubled loans, the Corporation works to maintain its relationship with certain customers who are experiencing financial difficulty by contractually modifying the borrower's debt agreement with the Corporation.  In certain loan restructuring situations, the Corporation may grant a concession to a debtor experiencing financial difficulty, resulting in a trouble debt restructuring.  A concession is deemed to be granted when, as a result of the restructuring, the Corporation does not expect to collect all amounts due, including interest accrued at the original contract rate.  If the payment of principal at original maturity is primarily dependent on the value of collateral, the current value of the collateral is considered in determining whether the principal will be paid.


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The following tables summarize troubled debt restructurings in the Corporation's loan portfolio that occurred during the periods indicated:





Three Months Ended September 30, 2015Nine Months Ended September 30, 2015Pre-ModificationRecordedBalancePost-ModificationRecordedBalanceNumberofLoansPre-ModificationRecordedBalancePost-ModificationRecordedBalanceNumberofLoansCommercial and industrial loans$363$2182$4,111$2,1157Real estate Loans:Construction79801Commercial and farmland74474411,2813,0253Residential11131559084Home Equity23924212392421Total$1,357$1,2175$5,765$6,37016








Three Months Ended September 30, 2014Nine Months Ended September 30, 2014Pre-ModificationRecordedBalancePost-ModificationRecordedBalanceNumberofLoansPre-ModificationRecordedBalancePost-ModificationRecordedBalanceNumberofLoansReal estate Loans:Commercial and farmland$259$2591Residential$256$24554484287Home Equity229247731434310Individuals' loans for household and other personal expenditures26262Total$485$49212$1,047$1,05620








The following tables show the recorded investment of troubled debt restructurings, by modification type, that occurred during the periods indicated:





Three Months Ended September 30, 2015TermModificationRateModificationCombinationTotalModificationCommercial and industrial loans$138$75$213Real estate Loans:Commercial and farmland744744Residential$1313Home Equity242242Total$138$255$819$1,212








Nine Months Ended September 30, 2015TermModificationRateModificationCombinationTotalModificationCommercial and industrial loans$806$1,080$1,886Real estate Loans:Commercial and farmland1,3371,0042,341Residential850$59909Home Equity242242Total$2,993$301$2,084$5,378





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Three Months Ended September 30, 2014TermModificationRateModificationCombinationTotalModificationReal estate Loans:Residential$241$241Home Equity245245Total$486$486








Nine Months Ended September 30, 2014TermModificationRateModificationCombinationTotalModificationReal estate Loans:Commercial and farmland$283$283Residential$60$361421Home Equity95245340Individuals' loans for household and other personal expenditures2424Total$283$155$630$1,068








Loans secured by commercial and farm real estate made up 47 percent of the post-modification balance of troubled debt restructured loans made in the nine months ended September 30, 2015 .





The following tables show troubled debt restructures that occurred during the twelve months ended September 30, 2015 and September 30, 2014 , that subsequently defaulted during the period indicated and remained in default at period end.  For purposes of this discussion, a loan is considered in default if it is 30 or more days past due.





Three Months Ended September 30, 2015Nine Months Ended September 30, 2015Number ofLoansRecordedBalanceNumber ofLoansRecordedBalanceReal estate Loans:Residential1$211$21Total1$211$21








Three Months Ended September 30, 2014Nine Months Ended September 30, 2014Number ofLoansRecordedBalanceNumber ofLoansRecordedBalanceReal estate Loans:Residential1$711$71Total1$711$71








For potential consumer loan restructures, impairment evaluation occurs prior to modification.  Any subsequent impairment is typically addressed through the charge off process, or may be addressed through a specific reserve.  Consumer troubled debt restructurings are generally included in the general historical allowance for loan loss at the post modification balance.  Consumer non-accrual and delinquent troubled debt restructurings are also considered in the calculation of the non-accrual and delinquency trend environmental allowance allocation.  Commercial troubled debt restructured loans risk graded special mention, substandard, doubtful and loss are individually evaluated for impairment under ASC 310.  Any resulting specific reserves are included in the allowance for loan losses.  Commercial 30 - 89 day delinquent troubled debt restructurings are included in the calculation of the delinquency trend environmental allowance allocation.  All commercial non-impaired loans, including non-accrual and 90+ day delinquents, are included in the ASC 450 loss migration analysis.








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NOTE 5





ACCOUNTING FOR CERTAIN LOANS ACQUIRED IN A PURCHASE





The acquired loans detailed in the tables below are included in Note 4.  LOANS AND ALLOWANCE, in the Notes to Consolidated Condensed Financial Statements of this Quarterly Report on Form 10-Q.  As described in Note 4, loans purchased after December 31, 2008 are recorded at the acquisition date fair value, which could result in a fair value discount or premium.  Purchased loans with evidence of credit deterioration since origination and for which it is probable at the date of acquisition that the acquirer will not collect all contractually required principal and interest payments are accounted for under ASC 310-30, Loans Acquired with Deteriorated Credit Quality .  The difference between contractually required payments and the cash flows expected to be collected at acquisition is referred to as the nonaccretable portion of the fair value discount or premium.  The accretable portion of the fair value discount or premium is the difference between the expected cash flows and the net present value of expected cash flows, with such difference accreted into earnings over the term of the loans.  All other loans not accounted for under ASC 310-30 are accounted for under ASC 310-20.





The following table includes the outstanding balance and carrying amount of loans acquired during the years 2012, 2013, 2014 and 2015, which are included in the balance sheet amounts of loans receivable at September 30, 2015 , and December 31, 2014 as applicable.





September 30, 2015C FinancialCommunityCFSSCBTotalCommercial and industrial loans$109$6,628$55,927$5,008$67,672Agricultural production financing and other loans to farmers2,0241,4563,480Real estate loans:Construction6,2098,9591,66016,828Commercial and farmland28,09456,148207,19713,981305,420Residential58,09623,465122,3696,449210,379Home Equity9,8618,14734,40413,79966,211Individuals' loans for household and other personal expenditures12577531561,176Other commercial loans7373Total$102,381$105,948$422,161$40,749$671,239Carrying Amount$100,001$99,467$401,497$35,617$636,582Allowance109202311Carrying Amount Net of Allowance$100,001$99,358$401,295$35,617$636,271








December 31, 2014CommunityCFSSCBTotalCommercial and industrial loans$8,168$64,897$6,059$79,124Agricultural production financing and other loans to farmers1,1008931,993Real estate loans:Construction19,0639,11328,176Commercial and farmland74,600251,00215,593341,195Residential28,863144,3967,384180,643Home Equity9,88139,24415,75864,883Individuals' loans for household and other personal expenditures1,3149221212,357Other commercial loans8686Total$142,989$509,660$45,808$698,457Carrying Amount$134,198$484,949$39,324$658,471Allowance650650Carrying Amount Net of Allowance$134,198$484,299$39,324$657,821





The outstanding balance and related carrying amount of loans acquired and accounted for under ASC 310-30 as of September 30, 2015 were $82.9 million and $62.0 million , respectively.  Additionally, the outstanding balance and related carrying amount of those loans as of December 31, 2014 were $99.0 million and $73.1 million , respectively.





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As customer cash flow expectations improve, nonaccretable yield can be reclassified to accretable yield. The accretable yield, or income expected to be collected, and reclassifications from nonaccretable yield, are identified in the table below.  The table reflects only purchased loans accounted for under ASC 310-30 and not the entire portfolio of purchased loans.





Three Months Ended September 30, 2015C FinancialCommunityCFSSCBTotalBeginning balance$133$1,818$1,732$758$4,441AdditionsAccretion(8)(139)(1,058)(285)(1,490)Reclassification from nonaccretable21704235960Disposals(140)(3)(143)Ending balance$125$1,560$1,375$708$3,768








Nine Months Ended September 30, 2015C FinancialCommunityCFSSCBTotalBeginning balance$2,122$2,400$868$5,390Additions$145145Accretion(20)(671)(2,977)(774)(4,442)Reclassification from nonaccretable2491,9636142,826Disposals(140)(11)(151)Ending balance$125$1,560$1,375$708$3,768








Three Months Ended September 30, 2014CFSSCBTotalBeginning balance$3,488$1,170$4,658AdditionsAccretion(2,156)(518)(2,674)Reclassification from nonaccretable1,4283111,739Disposals(136)(35)(171)Ending balance$2,624$928$3,552








Nine Months Ended September 30, 2014CFSSCBTotalBeginning balance$4,164$1,388$5,552AdditionsAccretion(3,699)(920)(4,619)Reclassification from nonaccretable2,3304952,825Disposals(171)(35)(206)Ending balance$2,624$928$3,552








The following table presents loans acquired, as of their respective acquisition dates, during the periods ended September 30, 2015 and 2014, for which it was probable that all contractually required payments would not be collected:





C Financial - 2015Community - 2014Contractually required payments receivable at acquisition date2,63226,032Nonaccretable difference3933,498Expected cash flows at acquisition date2,23922,534Accretable difference1452,234Basis in loans at acquisition date2,09420,300














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NOTE 6





GOODWILL





On April 17, 2015, the C Financial acquisition resulted in goodwill of $11,126,000 .  Additionally, on June 12, 2015, the sale of FMIG resulted in a goodwill reduction of $8,474,000 .  Additional details of these transactions can be found in NOTE 2.  ACQUISITIONS AND DIVESTITURES, included within the Notes to Consolidated Condensed Financial Statements of this Quarterly Report on Form 10-Q.





20152014Balance, January 1$202,724$188,948Goodwill acquired11,126Goodwill reduction(8,474)Balance, September 30$205,376$188,948








NOTE 7





CORE DEPOSIT AND OTHER INTANGIBLES





On April 17, 2015, the C Financial acquisition resulted in a core deposit intangible of $981,000 .  Additionally, on June 12, 2015, the sale of FMIG resulted in an other intangible reduction of $742,000 .  Additional details of these transactions can be found in NOTE 2.  ACQUISITIONS AND DIVESTITURES, included within the Notes to Consolidated Condensed Financial Statements of this Quarterly Report on Form 10-Q.





The carrying basis and accumulated amortization of recognized core deposit and other intangibles are noted below.


September 30, 2015September 30, 2014Gross Carrying Amount$58,360$53,702Core deposit and other intangibles acquired981Accumulated amortization(44,472)(41,659)Core deposit and other intangibles reduction(742)Core deposit and other intangibles$14,127$12,043








Estimated future amortization expense is summarized as follows:





Amortization Expense2015$69320162,73420172,69720181,58420191,356After 20195,063$14,127








NOTE 8





DERIVATIVE FINANCIAL INSTRUMENTS





Risk Management Objective of Using Derivatives





The Corporation is exposed to certain risks arising from both its business operations and economic conditions.  The Corporation principally manages its exposures to a wide variety of business and operational risks through management of its core business activities.  The Corporation manages economic risks, including interest rate, liquidity, and credit risk, primarily by managing the amount, sources, and duration of its assets and liabilities and through the use of derivative financial instruments.  Specifically, the Corporation enters into derivative financial instruments to manage exposures that arise from business activities that result in the receipt or payment of future known and uncertain cash amounts, the value of which are determined by interest rates.  The Corporation’s derivative financial instruments are used to manage differences in the amount, timing, and duration of the Corporation’s known or expected cash payments principally related to certain variable-rate liabilities.  The Corporation also has derivatives that are a result of a service the Corporation provides to certain qualifying customers, and, therefore, are not used to manage interest rate risk in the Corporation’s assets or liabilities.  The Corporation manages a matched book with respect to its derivative instruments offered as a part of this service to its customers in order to minimize its net risk exposure resulting from such transactions.





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Cash Flow Hedges of Interest Rate Risk





The Corporation’s objectives in using interest rate derivatives are to add stability to interest expense and to manage its exposure to interest rate movements.  To accomplish these objectives, the Corporation primarily uses interest rate swaps and interest rate caps as part of its interest rate risk management strategy.  Interest rate swaps designated as cash flow hedges involve the payment of fixed amounts to a counterparty in exchange for the Corporation receiving variable payments over the life of the agreements without exchange of the underlying notional amount.  Interest rate caps designated as cash flow hedges involve the receipt of variable amounts from a counterparty if interest rates rise above the strike rate on the contract in exchange for an up-front premium.  As of September 30, 2015 and 2014, the Corporation had five interest rate swaps with a notional amount of $56.0 million and one interest rate cap with a notional amount of $13.0 million that were designated as cash flow hedges.





The effective portion of changes in the fair value of derivatives designated and that qualify as cash flow hedges is recorded in accumulated other comprehensive income and is subsequently reclassified into earnings in the period that the hedged forecasted transaction affects earnings. During 2015 , $26.0 million of the interest rate swaps and the $13.0 million interest rate cap were used to hedge the variable cash outflows (LIBOR-based) associated with existing trust preferred securities when the outflows converted from a fixed rate to variable rate in September of 2012.  In addition, the remaining $30.0 million of interest rate swaps were used to hedge the variable cash outflows (LIBOR-based) associated with three Federal Home Loan Bank advances.  The ineffective portion of the change in fair value of the derivatives is recognized directly in earnings.  During the three and nine months ended  September 30, 2015 , and 2014 , the Corporation did not recognize any ineffectiveness.





Amounts reported in accumulated other comprehensive income related to derivatives will be reclassified to interest expense as interest payments are made on the Corporation’s variable-rate liabilities.  During the next twelve months, the Corporation expects to reclassify $1,345,000 from accumulated other comprehensive income to interest expense.





Non-designated Hedges





The Corporation does not use derivatives for trading or speculative purposes.  Derivatives not designated as hedges are not speculative and result from a service the Corporation provides to certain customers.  The Corporation executes interest rate swaps with commercial banking customers to facilitate their respective risk management strategies.  Those interest rate swaps are simultaneously hedged by offsetting interest rate swaps that the Corporation executes with a third party, such that the Corporation minimizes its net risk exposure resulting from such transactions.  As the interest rate swaps associated with this program do not meet the strict hedge accounting requirements, changes in the fair value of both the customer swaps and the offsetting swaps are recognized directly in earnings.  As of September 30, 2015 , the notional amount of customer-facing swaps was approximately $175,435,000 .  This amount is offset with third party counterparties, as described above.





Fair Values of Derivative Instruments on the Balance Sheet





The table below presents the fair value of the Corporation’s derivative financial instruments, as well as their classification on the Balance Sheet, as of September 30, 2015 , and December 31, 2014 .





Asset DerivativesLiability DerivativesSeptember 30, 2015December 31, 2014September 30, 2015December 31, 2014BalanceSheetLocationFairValueBalanceSheetLocationFairValueBalanceSheetLocationFairValueBalanceSheetLocationFairValueDerivatives designated as hedging instruments:Interest rate contractsOther Assets$39Other Assets$137Other Liabilities$3,822Other Liabilities$2,650Derivatives not designated as hedging instruments:Interest rate contractsOther Assets$6,505Other Assets$3,730Other Liabilities$6,801Other Liabilities$3,887








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Effect of Derivative Instruments on the Income Statement





The tables below present the effect of the Corporation’s derivative financial instruments on the Income Statement for the three and nine months ended September 30, 2015 , and 2014 .





Derivatives Not Designated asHedging Instruments underFASB ASC 815-10Location of Gain (Loss)Recognized Income onDerivativeAmount of Gain (Loss)Recognized Income onDerivativeAmount of Gain (Loss)Recognized Income onDerivativeThree Months EndedSeptember 30, 2015Three Months Ended September 30, 2014Interest rate contractsOther income$(194)$43





Derivatives Not Designated asHedging Instruments underFASB ASC 815-10Location of Gain (Loss)Recognized Income onDerivativeAmount of Gain (Loss)Recognized Income onDerivativeAmount of Gain (Loss)Recognized Income onDerivativeNine Months Ended September 30, 2015Nine Months Ended September 30, 2014Interest rate contractsOther income$(139)$31








The amount of gain (loss) recognized in other comprehensive income is included in the table below for the periods indicated.





Derivatives in Cash Flow Hedging RelationshipsAmount of Gain (Loss) Recognized in Other Comprehensive Income on Derivative (Effective Portion)Three Months EndedNine Months endedSeptember 30, 2015September 30, 2014September 30, 2015September 30, 2014Interest Rate Products$(1,791)$28$(2,260)$(2,530)








The amount of gain (loss) reclassified from other comprehensive income into income is included in the table below for the periods indicated.





Location of Loss Reclassified from Accumulated Other Comprehensive Income (Effective Portion)Amount of Gain (Loss) Reclassified from Other Comprehensive Income into Income (Effective Portion)Three Months EndedNine Months endedSeptember 30, 2015September 30, 2014September 30, 2015September 30, 2014Interest Expense$(362)$(356)$(1,074)(1,051)








The Corporation’s exposure to credit risk occurs because of nonperformance by its counterparties.  The counterparties approved by the Corporation are usually financial institutions, which are well capitalized and have credit ratings through Moody’s and/or Standard & Poor’s, at or above investment grade.  The Corporation’s control of such risk is through quarterly financial reviews, comparing mark-to-mark values with policy limitations, credit ratings and collateral pledging.





Credit-risk-related Contingent Features





The Corporation has agreements with certain of its derivative counterparties that contain a provision where if the Corporation fails to maintain its status as a well or adequate capitalized institution, then the Corporation could be required to terminate or fully collateralize all outstanding derivative contracts.





The Corporation also has agreements with certain of its derivative counterparties that contain a provision where if the Corporation defaults on any of its indebtedness, including default where repayment of the indebtedness has not been accelerated by the lender, the Corporation could also be declared in default on its derivative obligations.  As of September 30, 2015 , the termination value of derivatives in a net liability position related to these agreements was $10,893,000 .  As of September 30, 2015 , the Corporation had minimum collateral posting thresholds with certain of its derivative counterparties and had posted collateral of $10,681,000 .  If the Corporation had breached any of these provisions at September 30, 2015 , it could have been required to settle its obligations under the agreements at their termination value.








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NOTE 9





DISCLOSURES ABOUT FAIR VALUE OF ASSETS AND LIABILITIES





The Corporation used fair value measurements to record fair value adjustments, to certain assets, and liabilities and to determine fair value disclosures.  The accounting guidance defines fair value, establishes a framework for measuring fair value and expands disclosures about fair value measurements.  ASC 820 applies only when other guidance requires or permits assets or liabilities to be measured at fair value; it does not expand the use of fair value in any new circumstances.





As defined in ASC 820, fair value is the price to sell an asset or transfer a liability in an orderly transaction between market participants.  It represents an exit price at the measurement date.  Market participants are buyers and sellers, who are independent, knowledgeable, and willing and able to transact in the principal (or most advantageous) market for the asset or liability being measured.  Current market conditions, including imbalances between supply and demand, are considered in determining fair value.  The Corporation values its assets and liabilities in the principal market where it sells the particular asset or transfers the liability with the greatest volume and level of activity.  In the absence of a principal market, the valuation is based on the most advantageous market for the asset or liability (i.e., the market where the asset could be sold or the liability transferred at a price that maximizes the amount to be received for the asset or minimizes the amount to be paid to transfer the liability).





Valuation inputs refer to the assumptions market participants would use in pricing a given asset or liability.  Inputs can be observable or unobservable.  Observable inputs are those assumptions which market participants would use in pricing the particular asset or liability.  These inputs are based on market data and are obtained from a source independent of the Corporation.  Unobservable inputs are assumptions based on the Corporation’s own information or estimate of assumptions used by market participants in pricing the asset or liability.  Unobservable inputs are based on the best and most current information available on the measurement date.  All inputs, whether observable or unobservable, are ranked in accordance with a prescribed fair value hierarchy which gives the highest ranking to quoted prices (unadjusted) in active markets for identical assets or liabilities (Level 1) and the lowest ranking to unobservable inputs for which there is little or no market activity (Level 3).  Fair values for assets or liabilities classified as Level 2 are based on one or a combination of the following factors: (i) quoted prices for similar assets; (ii) observable inputs for the asset or liability, such as interest rates or yield curves; or (iii) inputs derived principally from or corroborated by observable market data.  The level in the fair value hierarchy within which the fair value measurement in its entirety falls is determined based on the lowest level input that is significant to the fair value measurement in its entirety.  The Corporation considers an input to be significant if it drives 10 percent or more of the total fair value of a particular asset or liability.





Recurring Measurements





Following is a description of the valuation methodologies and inputs used for instruments measured at fair value on a recurring basis and recognized in the accompanying Consolidated Condensed Balance Sheets, as well as the general classification of such instruments pursuant to the valuation hierarchy.  There have been no significant changes in the valuation techniques as of September 30, 2015 .





Available for Sale Investment Securities





Where quoted, market prices are available in an active market and securities are classified within Level 1 of the valuation hierarchy.  There are no securities classified within Level 1 of the hierarchy.  If quoted market prices are not available, then fair values are estimated by using pricing models, quoted prices of securities with similar characteristics or discounted cash flows.  Level 2 securities include agencies, mortgage backs, state and municipal, and equity securities.  In certain cases where Level 1 or Level 2 inputs are not available, securities are classified within Level 3 of the hierarchy.  Level 3 fair value, including corporate obligations, state and municipal and equity securities, was determined using a discounted cash flow model that incorporated market estimates of interest rates and volatility in markets that have not been active.





Third party vendors compile prices from various sources and may apply such techniques as matrix pricing to determine the value of identical or similar investment securities classified within Level 2.  Matrix pricing is a mathematical technique widely used in the banking industry to value investment securities without relying exclusively on quoted prices for specific investment securities but rather relying on the investment securities’ relationship to other benchmark quoted investment securities.  Any investment security not valued based upon the methods above are considered Level 3.





Interest Rate Derivative Agreements





See information regarding the Corporation's interest rate derivative products in NOTE 8.  DERIVATIVE FINANCIAL INSTRUMENTS, included within the Notes to Consolidated Condensed Financial Statements of this Quarterly Report on Form 10-Q.



































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The following table presents the fair value measurements of assets and liabilities recognized in the Consolidated Condensed Balance Sheets measured at fair value on a recurring basis and the level within the fair value hierarchy in which the fair value measurements fall at September 30, 2015 , and December 31, 2014 .





Fair Value Measurements Using:September 30, 2015Fair ValueQuoted Prices in Active Markets for Identical Assets(Level 1)Significant OtherObservable Inputs(Level 2)SignificantUnobservableInputs(Level 3)Available for sale securities:U.S. Government-sponsored agency securities$105$105State and municipal301,118295,257$5,861U.S. Government-sponsored mortgage-backed securities294,879294,879Corporate obligations3131Equity securities1,7061,7024Interest rate swap asset6,5056,505Interest rate cap3939Interest rate swap liability10,62310,623








Fair Value Measurements Using:December 31, 2014Fair ValueQuoted Prices inActive Markets forIdentical Assets(Level 1)Significant Other Observable Inputs(Level 2)SignificantUnobservableInputs(Level 3)Available for sale securities:U.S. Government-sponsored agency securities$109$109State and municipal228,593221,982$6,611U.S. Government-sponsored mortgage-backed securities319,104319,104Corporate obligations3131Equity securities1,7061,7024Interest rate swap asset3,7303,730Interest rate cap137137Interest rate swap liability6,5376,537








Level 3 Reconciliation





The following is a reconciliation of the beginning and ending balances of recurring fair value measurements recognized in the Consolidated Condensed Balance Sheets using significant unobservable (Level 3) inputs for three and nine months ended September 30, 2015 , and 2014 .





Available for Sale SecuritiesThree Months EndedSeptember 30, 2015Three Months Ended September 30, 2014Nine Months Ended September 30, 2015Nine Months Ended September 30, 2014Balance at beginning of the period$6,028$7,533$6,646$9,977Total realized and unrealized gains and losses:Included in net incomeIncluded in other comprehensive income24681652,960Purchases, issuances and settlementsTransfers in/(out) of Level 3Principal payments(156)(114)(915)(5,450)Ending balance$5,896$7,487$5,896$7,487








There were no gains or losses for the period included in earnings that were attributable to the changes in unrealized gains or losses related to assets or liabilities held at September 30, 2015 or December 31, 2014 .








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Transfers Between Levels





There were no transfers between Levels 1, 2 and 3 for the three and nine months ended  September 30, 2015 and 2014 .





Nonrecurring Measurements





The following table presents the fair value measurement of assets and liabilities measured at fair value on a nonrecurring basis and the level within the fair value hierarchy in which the fair value measurements fall at September 30, 2015 , and December 31, 2014 .





Fair Value Measurements UsingSeptember 30, 2015Fair ValueQuoted Prices inActive Markets forIdentical Assets(Level 1)Significant OtherObservableInputs(Level 2)Significant UnobservableInputs(Level 3)Impaired loans (collateral dependent)$8,816$8,816Other real estate owned5,6215,621








Fair Value Measurements UsingDecember 31, 2014Fair ValueQuoted Prices inActive Markets forIdentical Assets(Level 1)Significant OtherObservable Inputs(Level 2)Significant UnobservableInputs(Level 3)Impaired loans (collateral dependent)$17,134$17,134Other real estate owned5,1555,155








Following is a description of valuation methodologies used for instruments measured at fair value on a nonrecurring basis and recognized in the Consolidated Condensed Balance Sheets, as well as the general classification of such instruments pursuant to the valuation hierarchy.





Impaired Loans (collateral dependent)





Loans for which it is probable that the Corporation will not collect all principal and interest due according to contractual terms are measured for impairment.  Allowable methods for determining the amount of impairment include estimating fair value of the collateral for collateral dependent loans.  If the impaired loan is identified as collateral dependent, then the fair value method of measuring the amount of impairment is utilized.  This method requires obtaining a current independent appraisal of the collateral and applying a discount factor to the value.  A portion of the allowance for loan losses is allocated to impaired loans if the value of such loans is deemed to be less than the unpaid balance.  If these allocations cause the allowance for loan losses to increase, such increase is reported as a component of the provision for loan losses.  Loan losses are charged against the allowance when management believes the uncollectability of the loan is confirmed.  During 2015 , certain impaired loans were partially charged off or re-evaluated.  Impaired loans that are collateral dependent are classified within Level 3 of the fair value hierarchy when impairment is determined using the fair value method.








Other Real Estate Owned





The fair value for impaired loans and other real estate owned is measured based on the value of the collateral securing those loans or real estate and is determined using several methods.  The fair value of real estate is generally determined based on appraisals by qualified licensed appraisers.  The appraisers typically determine the value of the real estate by utilizing an income or market valuation approach.  If an appraisal is not available, the fair value may be determined by using a cash flow analysis.  Fair value on other collateral such as business assets is typically ascertained by assessing, either singularly or some combination of,  asset appraisals, accounts receivable aging reports, inventory listings and/or customer financial statements.   Both appraised values and values based on borrower’s financial information are discounted as considered appropriate based on age and quality of the information and current market conditions.





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Unobservable (Level 3) Inputs





The following table presents quantitative information about unobservable inputs used in recurring and nonrecurring Level 3 fair value measurements, other than goodwill, at September 30, 2015 and December 31, 2014 .





September 30, 2015Fair ValueValuation TechniqueUnobservable InputsRange                  (Weighted-Average)State and municipal securities$5,861Discounted cash flowMaturity/Call date1 month to 15 yrsBlend of US Muni BQ curveA- to BBB-Discount rate.90% - 5%Corporate obligations and Equity securities$35Discounted cash flowRisk free rate3 month LIBORplus Premium for illiquidityplus 200bpsImpaired loans (collateral dependent)$8,816Collateral based measurementsDiscount to reflect current market conditions and ultimate collectability0% - 50%                                        (1%)Other real estate owned$5,621AppraisalsDiscount to reflect current market conditions0% - 20%                               (2%)








December 31, 2014Fair ValueValuation TechniqueUnobservable InputsRange                  (Weighted-Average)State and municipal securities$6,611Discounted cash flowMaturity/Call date1 month to 15 yrsBlend of US Muni BQ curveA- to BBB-Discount rate.90% - 5%Corporate obligations and Equity securities$35Discounted cash flowRisk free rate3 month LIBORplus Premium for illiquidityplus 200bpsImpaired loans (collateral dependent)$17,134Collateral based measurementsDiscount to reflect current market conditions and ultimate collectability0% - 50%                                        (3%)Other real estate owned$5,155AppraisalsDiscount to reflect current market conditions0% - 20%                               (7%)








Sensitivity of Significant Unobservable Inputs





The following is a discussion of the sensitivity of significant unobservable inputs, the interrelationships between those inputs and other unobservable inputs used in recurring fair value measurement and how those inputs might magnify or mitigate the effect of changes in the unobservable inputs on the fair value measurement.





State and Municipal Securities, Corporate Obligations and Equity Securities





The significant unobservable inputs used in the fair value measurement of the Corporation’s state and municipal securities, corporate obligations and equity securities are premiums for unrated securities and marketability discounts.  Significant increases or decreases in either of those inputs in isolation would result in a significantly lower or higher fair value measurement.  Generally, changes in either of those inputs will not affect the other input.











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Fair Value of Financial Instruments





The following table presents estimated fair values of the Corporation’s financial instruments and the level within the fair value hierarchy in which the fair value measurements fall at September 30, 2015 , and December 31, 2014 .





September 30, 2015CarryingAmountQuoted Prices in Active Marketsfor IdenticalAssetsSignificantOtherObservableInputsSignificant UnobservableInputs(Level 1)(Level 2)(Level 3)Assets:Cash and cash equivalents$84,677$84,677Interest-bearing time deposits27,11127,111Investment securities available for sale597,839$591,943$5,896Investment securities held to maturity610,954599,05428,794Loans held for sale1,9431,943Loans4,258,8544,199,947Federal Reserve Bank and Federal Home Loan Bank stock34,49834,498Interest rate swap and cap asset6,5446,544Interest receivable22,04822,048Liabilities:Deposits$4,814,589$3,705,092$1,097,905Borrowings:Federal funds purchased52,89652,896Securities sold under repurchase agreements153,822153,822Federal Home Loan Bank advances237,856239,629Subordinated debentures and term loans121,93697,873Interest rate swap liability10,62310,623Interest payable3,7103,710








December 31, 2014CarryingAmountQuoted Prices in Active Marketsfor IdenticalAssetsSignificantOtherObservableInputsSignificant UnobservableInputs(Level 1)(Level 2)(Level 3)Assets:Cash and cash equivalents$118,616$118,616Interest-bearing time deposits47,52047,520Investment securities available for sale549,543$542,897$6,646Investment securities held to maturity631,088614,45733,266Loans held for sale7,2357,235Loans3,860,9013,810,912Federal Reserve Bank and Federal Home Loan Bank stock41,35341,353Interest rate swap and cap asset3,8673,867Interest receivable19,98419,984Liabilities:Deposits$4,640,694$3,523,199$1,099,610Borrowings:Federal funds purchased15,38115,381Securities sold under repurchase agreements124,539124,539Federal Home Loan Bank advances145,264146,669Subordinated debentures and term loans126,81092,802Interest rate swap liability6,5376,537Interest payable3,2013,201





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The following methods were used to estimate the fair value of all other financial instruments recognized in the Consolidated Condensed Balance Sheets at amounts other than fair value.





Cash and cash equivalents :  The fair value of cash and cash equivalents approximates carrying value.





Interest-bearing time deposits :  The fair value of interest-bearing time deposits approximates carrying value.





Investment securities :  Fair value is based on quoted market prices, if available.  If a quoted market price is not available, fair value is estimated using quoted market prices for similar securities.  The fair value of certain Level III securities is estimated using discounted cash flow analysis, using interest rates currently being offered on investments with similar maturities and investment quality.





Loans Held For Sale: The carrying amount approximates fair value due to the short duration between origination and date of sale.





Loans: The fair value for loans is estimated using discounted cash flow analysis, using interest rates currently being offered for loans with similar terms to borrowers of similar credit quality.  See Impaired Loans above.





Federal Reserve and Federal Home Loan Bank stock :  The fair value of Federal Reserve Bank and Federal Home Loan Bank stock is based on the price which it may be resold to the Federal Reserve and Federal Home Loan Bank.





Derivative instruments :  The fair value of the interest rate swaps reflects the estimated amounts that would have been received to terminate these contracts at the reporting date based upon pricing or valuation models applied to current market information.  Interest rate caps are valued using the market standard methodology of discounting the future expected cash receipts that would occur if variable interest rates rose above the strike rate of the caps.  The projected cash receipts on the caps are based on an expectation of future interest rates derived from observed market interest rate curves and volatilities.





Interest Receivable and Interest Payable :  The fair value of interest receivables/payable approximates the carrying amount.





Deposits: The fair values of noninterest-bearing and interest-bearing demand accounts and savings deposits are equal to the amount payable on demand at the balance sheet date.  The carrying amounts for variable rate, fixed-term certificates of deposit approximate their fair values at the balance sheet date.  Fair values for fixed-rate certificates of deposit and other time deposits are estimated using a discounted cash flow calculation that applies interest rates currently being offered to a schedule of aggregated expected monthly maturities on such time deposits.





Federal funds purchased :  The fair value of Federal Funds purchased approximates the carrying amount.





Borrowings: The fair value of borrowings is estimated using a discounted cash flow calculation, based on current rates for similar debt.








NOTE 10





TRANSFERS ACCOUNTED FOR AS SECURED BORROWINGS





The collateral pledged for all repurchase agreements that are accounted for as secured borrowings as of September 30, 2015 were:





Remaining Contractual Maturity of the AgreementsOvernight and ContinuousUp to 30 Days30-90 DaysGreater Than 90 DaysTotalU.S. Government-sponsored mortgage-backed securities$126,043$1,333$18,888$7,558$153,822



























































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NOTE 11





ACCUMULATED OTHER COMPREHENSIVE INCOME (LOSS)





The following table summarizes the changes in the balances of each component of accumulated other comprehensive income (loss), net of tax, as of September 30, 2015 and 2014 :





Accumulated Other Comprehensive Income (Loss)Unrealized Gains (Losses) on Securities Available for SaleUnrealized Gains (Losses) on Securities Available for Sale for which a Portion of Other-Than-Temporary Impairment has been Recognized in IncomeUnrealized Gains (Losses) on Cash Flow HedgesUnrealized Gains (Losses) on Defined Benefit PlansTotalBalance at December 31, 2014$14,098$(2,182)$(13,546)$(1,630)Other comprehensive income before reclassifications117(1,468)(1,351)Amounts reclassified from accumulated other comprehensive income(1,331)698(633)Period change(1,214)—(770)—(1,984)Balance at September 30, 2015$12,884$—$(2,952)$(13,546)$(3,614)Balance at December 31, 2013$1,566$(1,847)$(501)$(5,628)$(6,410)Other comprehensive income before reclassifications11,3381,701(1,645)11,394Amounts reclassified from accumulated other comprehensive income(1,518)684(834)Period change9,8201,701(961)—10,560Balance at September 30, 2014$11,386$(146)$(1,462)$(5,628)$4,150








The following table presents the reclassification adjustments out of accumulated other comprehensive income (loss) that were included in net income in the Consolidated Condensed Statements of Income for the three and nine months ended September 30, 2015 and 2014 :





Amount Reclassified from Accumulated Other Comprehensive Income (Loss) For the Three Months Ended September 30,Details about Accumulated Other Comprehensive Income (Loss)Components20152014Affected Line Item in the Statements of IncomeUnrealized gains (losses) on available for sale securities(1)Realized securities gains (losses) reclassified into income$1,115$910Other income - net realized gains on sales of available for sale securitiesRelated income tax expense(390)(318)Income tax expense$725$592Unrealized gains (losses) on cash flow hedges(2)Interest rate contracts$(362)$(356)Interest expense - subordinated debentures and term loansRelated income tax benefit127124Income tax expense$(235)$(232)Total reclassifications for the period, net of tax$490$360








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Amount Reclassified from Accumulated Other Comprehensive Income (Loss) For the Nine Months Ended September 30,Details about Accumulated Other Comprehensive Income (Loss)Components20152014Affected Line Item in the Statements of IncomeUnrealized gains (losses) on available for sale securities(1)Realized securities gains reclassified into income$2,047$2,335Other income - net realized gains on sales of available for sale securitiesRelated income tax expense(716)(817)Income tax expense$1,331$1,518Unrealized gains (losses) on cash flow hedges(2)Interest rate contracts$(1,074)$(1,051)Interest expense - subordinated debentures and term loansRelated income tax benefit376367Income tax expense$(698)$(684)Total reclassifications for the period, net of tax$633$834





(1) For additional detail related to unrealized gains (losses) on available for sale securities and related amounts reclassified from accumulated        other comprehensive income see NOTE 3. INVESTMENT SECURITIES.





(2) For additional detail related to unrealized gains (losses) on cash flow hedges and related amounts reclassified from accumulated other comprehensive income see NOTE 8. DERIVATIVE FINANCIAL INSTRUMENTS.








NOTE 12





SHARE-BASED COMPENSATION





Stock options and restricted stock awards ("RSAs") have been issued to directors, officers and other management employees under the Corporation's 1999 Long-term Equity Incentive Plan and the 2009 Long-term Equity Incentive Plan.  The stock options, which have a ten year life, become 100 percent vested ranging from six months to two years and are fully exercisable when vested.  Option exercise prices equal the Corporation's common stock closing price on NASDAQ on the date of grant.  RSAs issued to employees and non-employee directors provide for the issuance of shares of the Corporation's common stock at no cost to the holder and generally vest after three years.  The RSAs vest only if the employee is actively employed by the Corporation on the vesting date and, therefore, any unvested shares are forfeited.  For non-employee directors, the RSAs vest only if the non-employee director remains as an active board member on the vesting date and, therefore, any unvested shares are forfeited.  RSAs for employees and non-employee directors retired from the Corporation are either immediately vested at retirement or continue to vest after retirement, depending on the plan under which the shares were granted.  Deferred stock units ("DSUs") can be credited to non-employee directors who have elected to defer payment of compensation under the Corporation's 2008 Equity Compensation Plan for Non-employee Directors.  DSUs credited are equal to the restricted shares that the non-employee director would have received under the plan.  As of September 30, 2015 , there were no outstanding DSUs.








The Corporation’s 2009 Employee Stock Purchase Plan (“ESPP”) provides eligible employees of the Corporation and its subsidiaries an opportunity to purchase shares of common stock of the Corporation through quarterly offerings financed by payroll deductions.  The price of the stock to be paid by the employees shall be equal to 85 percent of the average of the closing price of the Corporation’s common stock on each trading day during the offering period.  However, in no event shall such purchase price be less than the lesser of an amount equal to 85 percent of the market price of the Corporation’s stock on the offering date or an amount equal to 85 percent of the market value on the date of purchase. Common stock purchases are made quarterly and are paid through advance payroll deductions up to a calendar year maximum of $25,000 .





Compensation expense related to unvested share-based awards is recorded by recognizing the unamortized grant date fair value of these awards over the remaining service periods of those awards, with no change in historical reported fair values and earnings.  Awards are valued at fair value in accordance with provisions of share-based compensation guidance and are recognized on a straight-line basis over the service periods of each award.  To complete the exercise of vested stock options, RSA’s and ESPP options, the Corporation generally issues new shares from its authorized but unissued share pool.  Share-based compensation for the three and nine months ended September 30, 2015 was $556,000 and $1,687,000 , respectively, compared to $552,000 and $1,611,000 , respectively, for the three and nine months ended September 30, 2014 .  Share-based compensation has been recognized as a component of salaries and benefits expense in the accompanying CONSOLIDATED CONDENSED STATEMENTS OF INCOME.





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The estimated fair value of the stock options granted during 2014 and in prior years was calculated using a Black Scholes option pricing model.  There have been no stock options granted in 2015.





The Black Scholes model incorporates assumptions to value share-based awards.  The risk-free rate of interest, for periods equal to the expected life of the option, is based on a U.S. government instrument over a similar contractual term of the equity instrument.  Expected price volatility is based on historical volatility of the Corporation’s common stock.  In addition, the Corporation generally uses historical information to determine the dividend yield and weighted-average expected life of the options until exercise.  Separate groups of employees that have similar historical exercise behavior with regard to option exercise timing and forfeiture rates are considered separately for valuation and attribution purposes.





Share-based compensation expense recognized in the CONSOLIDATED CONDENSED STATEMENTS OF INCOME is based on awards ultimately expected to vest and is reduced for estimated forfeitures.  Share-based compensation guidance requires forfeitures to be estimated at the time of grant and revised, if necessary, in subsequent periods, if actual forfeitures differ from those estimates.  Pre-vesting forfeitures were estimated to be approximately 4.9 percent for the nine months ended September 30, 2015 , based on historical experience.





The following table summarizes the components of the Corporation's share-based compensation awards recorded as expense:





Three Months EndedSeptember 30,Nine Months EndedSeptember 30,2015201420152014Stock and ESPP OptionsPre-tax compensation expense$23$81$78$156Income tax expense (benefit)5(21)4(26)Stock and ESPP option expense, net of income taxes$28$60$82$130Restricted Stock AwardsPre-tax compensation expense$533$471$1,609$1,455Income tax benefit(187)(165)(552)(509)Restricted stock awards expense, net of income taxes$346$306$1,057$946Total Share-Based CompensationPre-tax compensation expense$556$552$1,687$1,611Income tax benefit(182)(186)(548)(535)Total share-based compensation expense, net of income taxes$374$366$1,139$1,076








As of September 30, 2015 , unrecognized compensation expense related to RSAs was $3,488,000 and is expected to be recognized over a weighted-average period of 1.41 years.  The Corporation did not have any unrecognized compensation expense related to stock options as of September 30, 2015 .





Stock option activity under the Corporation's stock option plans as of September 30, 2015 and changes during the nine months ended September 30, 2015 , were as follows:





Number ofSharesWeighted-Average Exercise PriceWeighted Average RemainingContractual Term(in Years)AggregateIntrinsicValueOutstanding at January 1,2015737,931$20.99Granted—Exercised(90,566)$15.70Canceled(189,853)$26.00OutstandingSeptember 30, 2015457,512$19.963.312,976,604Vested and Expected to Vest atSeptember 30, 2015457,512$19.963.312,976,604Exercisable atSeptember 30, 2015457,512$19.963.312,976,604








There were no options granted during the nine months ended September 30, 2015 .  The weighted-average grant date fair value was $8.13 for stock options granted during the nine months ended September 30, 2014 .





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The aggregate intrinsic value in the table above represents the total pre-tax intrinsic value (the difference between the Corporation's closing stock price on the last trading day of the first nine months of 2015 and the exercise price, multiplied by the number of in-the-money options) that would have been received by the option holders had all option holders exercised their stock options on September 30, 2015 .  The amount of aggregate intrinsic value will change based on the fair market value of the Corporation's common stock.  The aggregate intrinsic value of stock options exercised during the nine months ended September 30, 2015 and 2014 was $812,000 and $388,000 , respectively.  Cash receipts of stock options exercised during this same period were $1,422,000 and $450,000 , respectively.





The following table summarizes information on unvested RSAs outstanding as of September 30, 2015 :





Number of SharesWeighted-AverageGrant Date Fair ValueUnvested RSAs at January 1, 2015385,450$15.65Granted111,124$23.16Vested(145,697)$11.81Forfeited(5,742)$17.95Unvested RSAs atSeptember 30, 2015345,135$19.65








The grant date fair value of ESPP options was estimated at the beginning of the July 1, 2015 quarterly offering period of approximately $23,000 .  The ESPP options vested during the three months ending September 30, 2015 , leaving no unrecognized compensation expense related to unvested ESPP options at September 30, 2015 .








NOTE 13





Income Tax


Three Months EndedSeptember 30,Nine Months EndedSeptember 30,2015201420152014Income Tax Expense :Currently Payable:Federal$(5,723)$(969)$1,965$(541)Deferred:Federal12,1496,81218,89916,644State131137383382Total Income Tax Expense$6,557$5,980$21,247$16,485Reconciliation of Federal Statutory to Actual Tax Expense:Federal statutory income tax at 35%$8,268$7,736$25,359$21,486Tax-exempt interest income(1,949)(1,310)(5,116)(3,805)Basis difference on sale of insurance subsidiary2,252Stock compensation882629Earnings on life insurance(249)(534)(734)(1,024)Tax credits(145)(158)(437)(753)Other624238(103)552Actual Tax Expense$6,557$5,980$21,247$16,485








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NOTE 14





Net Income Per Share





Basic net income per share is computed by dividing net income by the weighted-average shares outstanding during the reporting period.  Diluted net income per share is computed by dividing net income by the combination of all dilutive common share equivalents, comprised of shares issuable under the Corporation’s share-based compensation plans, and the weighted-average shares outstanding during the reporting period.





Dilutive common share equivalents include the dilutive effect of in-the-money share-based awards, which are calculated based on the average share price for each period using the treasury stock method.  Under the treasury stock method, the exercise price of share-based awards, the amount of compensation expense, if any, for future service that the Corporation has not yet recognized, and the amount of estimated tax benefits that would be recorded in additional paid-in capital when share-based awards are exercised, are assumed to be used to repurchase common stock in the current period.





The following table reconciles basic and diluted net income per share for the three and nine months ended September 30, 2015 and 2014 .





Three Months Ended September 30,20152014Net IncomeWeighted-Average SharesPer ShareAmountNet IncomeWeighted-Average SharesPer ShareAmountNet income available to common stockholders17,06737,850,827$0.4616,12236,054,867$0.45Effect of dilutive stock options and warrants267,372274,114Diluted net income per share$17,06738,118,199$0.45$16,12236,328,981$0.45








Nine Months Ended September 30,20152014Net IncomeWeighted-Average SharesPer ShareAmountNet IncomeWeighted-Average SharesPer ShareAmountNet income available to common stockholders51,20737,785,236$1.3644,90236,013,049$1.25Effect of dilutive stock options and warrants268,750282,337Diluted net income per share$51,20738,053,986$1.35$44,90236,295,386$1.24








Stock options to purchase 225,180 and 531,872 shares for the three months ended September 30, 2015 and 2014 , respectively, were not included in the earnings per share calculation because the exercise price exceeded the average market price.





Stock options to purchase 335,550 and 569,061 shares for the nine months ended September 30, 2015 and 2014 , respectively, were not included in the earnings per share calculation because the exercise price exceeded the average market price.








NOTE 15





IMPACT OF ACCOUNTING CHANGES





FASB ASU 2015-09, Financial Services-Insurance (Topic 944): Disclosures about Short-Duration Contracts


In May 2015, FASB issued 2015-09, Disclosures about Short-Duration Contracts.  This update increases the transparency of significant estimates made in measuring the liability for unpaid claims and claim adjustment expenses, improve comparability through consistently disclosed information, and provide financial statements users with information to facilitate analysis of the amount, timing, and uncertainty of cash flows arising from contracts issued by insurance entities and the development of loss reserve estimates.  The amendments in this update are effective for annual periods beginning after December 15, 2015, and interim periods within annual periods beginning after December 15, 2016.  Adoption of this ASU is not expected to have a significant effect on the Corporation’s consolidated financial statements.























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FASB Accounting Standards Update No. 2015-15, Interest-Imputation of Interest (Subtopic 835-30), Presentation and Subsequent Measurement of Debt Issuance Costs Associated with Line-of-Credit Arrangements


The FASB has issued Accounting Standards Update (ASU) No. 2015-15, Interest - Imputation of Interest (Subtopic 835-30): Presentation and Subsequent Measurement of Debt Issuance Costs Associated with Line-of-Credit Arrangements - Amendments to SEC Paragraphs Pursuant to Staff Announcement at June 18, 2015 EITF Meeting. This ASU adds SEC paragraphs pursuant to the SEC Staff Announcement at the June 18, 2015, Emerging Issues Task Force meeting about the presentation and subsequent measurement of debt issuance costs associated with line-of-credit arrangements.


In April 2015, the FASB issued ASU No. 2015-03, Interest - Imputation of Interest (Subtopic 835-30): Simplifying the Presentation of Debt Issuance Costs, which requires the presentation of debt issuance costs related to a recognized debt liability as a direct deduction from the carrying amount of that debt liability. ASU 2015-03 does not address presentation or subsequent measurement of debt issuance costs related to line-of-credit arrangements.


Given the absence of authoritative guidance within ASU 2015-03 for debt issuance costs related to line-of-credit arrangements, the SEC staff would not object to an entity deferring and presenting debt issuance costs as an asset and subsequently amortizing the deferred debt issuance costs ratably over the term of the line-of-credit arrangement, regardless of whether there are any outstanding borrowings on the line-of-credit arrangement.  Adoption of this ASU is not expected to have a significant effect on the Corporation’s consolidated financial statements.


FASB Accounting Standards Update No. 2015-16, Business Combinations (Topic 805): Simplifying the Accounting for Measurement-Period Adjustments


In September 2015, FASB issued Accounting Standards Update (ASU) No. 2015-16, Business Combinations (Topic 805): Simplifying the Accounting for Measurement-Period Adjustments. To simplify the accounting for adjustments made to provisional amounts recognized in a business combination, the amendments eliminate the requirement to retrospectively account for those adjustments.


U.S. GAAP currently requires that during the measurement period, the acquirer retrospectively adjust the provisional amounts recognized at the acquisition date with a corresponding adjustment to goodwill. Those adjustments are required when new information is obtained about facts and circumstances that existed as of the acquisition date that, if known, would have affected the measurement of the amounts initially recognized or would have resulted in the recognition of additional assets or liabilities. The acquirer also must revise comparative information for prior periods presented in financial statements as needed, including revising depreciation, amortization, or other income effects as a result of changes made to provisional amounts.


The amendments require that an acquirer recognize adjustments to provisional amounts that are identified during the measurement period in the reporting period in which the adjustment amounts are determined. The amendments require that the acquirer record, in the same period’s financial statements, the effect on earnings of changes in depreciation, amortization, or other income effects, if any, as a result of the change to the provisional amounts, calculated as if the accounting had been completed at the acquisition date.


The amendments require an entity to present separately on the face of the income statement or disclose in the notes the portion of the amount recorded in current-period earnings by line item that would have been recorded in previous reporting periods if the adjustment to the provisional amounts had been recognized as of the acquisition date.


For public business entities, the amendments are effective for fiscal years beginning after December 15, 2015, including interim periods within those fiscal years. For all other entities, the amendments in this Update are effective for fiscal years beginning after December 15, 2016, and interim periods within fiscal years beginning after December 15, 2017. The amendments should be applied prospectively to adjustments to provisional amounts that occur after the effective date with earlier application permitted for financial statements that have not been issued.


The only disclosures required at transition should be the nature of and reason for the change in accounting principle. An entity should disclose that information in the first annual period of adoption and in the interim periods within the first annual period if there is a measurement-period adjustment during the first annual period in which the changes are effective.  The Corporation is evaluating the effect of this ASU on its consolidated financial statements.


























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NOTE 16





GENERAL LITIGATION AND REGULATORY EXAMINATIONS





On July 8, 2015, a purported shareholder of Ameriana Bancorp filed a putative class action lawsuit captioned Shiva Stein, individually and on behalf of other similarly situated vs. Ameriana Bancorp et al., Cause No. 49D10-1507-PL-022566 in the Marion County, Indiana Superior Court 10 against Ameriana Bancorp, its Board of Directors and First Merchants Corporation.  Plaintiff amended the complaint on September 23, 2015.  The amended complaint alleges direct and derivative claims for breach of fiduciary duties by the members of the Board of Directors regarding the proposed Merger and claims against First Merchants Corporation for allegedly aiding and abetting those alleged breaches.  The plaintiff seeks (1) class certification, (2) to enjoin the merger, (3) a declaration that the Merger Agreement is unlawful and unenforceable, (4) an order directing the members of Ameriana Bancorp's Board of Directors to commence a new sales process, (5) an order rescinding the Merger Agreement, and (6) compensatory damages, expert fees, attorneys' fees, and costs in an unspecified amount.  At this early stage of the litigation, it is not possible to assess the probability of a material adverse outcome or reasonably estimate any potential financial impact of the lawsuit on Ameriana Bancorp.  Ameriana Bancorp, its Board of Directors and First Merchants Corporation believe the claims against them are without merit and intend to contest the matter vigorously.





On September 22, 2015, a purported shareholder of Ameriana Bancorp filed a putative class action lawsuit captioned Darrell F. Ewing v. Ameriana, et al., No. 1:15-CV-01491 in U.S. District Court in the Southern District of Indiana against Ameriana Bancorp, its Board of Directors and First Merchants Corporation.  The complaint generally alleges various claims of federal securities law violations and that the Directors of Ameriana Bancorp breached their fiduciary duties by providing materially inadequate disclosures and material disclosure omissions with respect to the proposed Merger.  The plaintiff seeks (1) class certification, (2) to enjoin the Merger or, in the event the Merger is completed before entry of an injunction, to rescind the Merger or be awarded an unspecified amount of rescissory damages, (3) compensatory damages in an unspecified amount, and (4) costs and expenses, including attorneys' and expert fees.  At this early stage of the litigation, it is not possible to assess the probability of a material adverse outcome or reasonably estimate any potential financial impact of the lawsuit on Ameriana Bancorp.  Ameriana Bancorp, its Board of Directors and First Merchants Corporation believe the claims against them are without merit and intend to contest the matter vigorously.





The Corporation is also subject to other claims and lawsuits that arise primarily in the ordinary course of business.  Additionally, the Corporation is subject to periodic examinations by various regulatory agencies.  It is the opinion of management that the disposition or ultimate resolution of such claims, lawsuits, and examinations will not have a material adverse effect on the consolidated financial position, results of operations and cash flow of the Corporation.





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ITEM 2.  MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS





FORWARD-LOOKING STATEMENTS





From time to time, we include forward-looking statements in our oral and written communication.  We may include forward-looking statements in filings with the Securities and Exchange Commission, such as this Quarterly Report on Form 10-Q, in other written materials and in oral statements made by senior management to analysts, investors, representatives of the media and others.  We intend these 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 we are including this statement for purposes of these safe harbor provisions.  Forward-looking statements can often be identified by the use of words like “believe”, “continue”, “pattern”, “estimate”, “project”, “intend”, “anticipate”,  “expect” and similar expressions or future or conditional verbs such as “will”, “would”,  “should”,  “could”,  “might”, “can”, “may”, or similar expressions.  These forward-looking statements include:





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|• | statements of our goals, intentions and expectations;

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|• | statements regarding our business plan and growth strategies;

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|• | statements regarding the asset quality of our loan and investment portfolios; and

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|• | estimates of our risks and future costs and benefits.




These forward-looking statements are subject to significant risks, assumptions and uncertainties, including, among other things, the following important factors which could affect the actual outcome of future events:





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|• | fluctuations in market rates of interest and loan and deposit pricing, which could negatively affect our net interest margin, asset valuations and expense expectations;

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|• | adverse changes in the economy, which might affect our business prospects and could cause credit-related losses and expenses;

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|• | adverse developments in our loan and investment portfolios;

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|• | competitive factors in the banking industry, such as the trend towards consolidation in our market;

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|• | changes in the banking legislation or the regulatory requirements of federal and state agencies applicable to bank holding companies and banks like our affiliate bank;

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|• | acquisitions of other businesses by us and integration of such acquired businesses;

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|• | changes in market, economic, operational, liquidity, credit and interest rate risks associated with our business; and

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|• | the continued availability of earnings and excess capital sufficient for the lawful and prudent declaration and payment of cash dividends.




Because of these and other uncertainties, our actual future results may be materially different from the results indicated by these forward-looking statements.  In addition, our past results of operations do not necessarily indicate our anticipated future results.





CRITICAL ACCOUNTING POLICIES





Generally accepted accounting principles are complex and require us to apply significant judgments to various accounting, reporting and disclosure matters.  We must use assumptions and estimates to apply those principles where actual measurement is not possible or practical. For a complete discussion of our significant accounting policies, see “Notes to the Consolidated Financial Statements” in our Annual Report on Form 10-K for the year ended December 31, 2014 .  Certain policies are considered critical because they are highly dependent upon subjective or complex judgments, assumptions and estimates.  Changes in such estimates may have a significant impact on the financial statements.  We have reviewed the application of these policies with the Audit Committee of our Board of Directors.





We believe there have been no significant changes during the nine months ended September 30, 2015 , to the items that we disclosed as our critical accounting policies and estimates in Management’s Discussion and Analysis of Financial Condition and Results of Operations in our Annual Report on Form 10-K for the year ended December 31, 2014 .





BUSINESS SUMMARY





First Merchants Corporation (the “Corporation”) is a financial holding company headquartered in Muncie, Indiana and was organized in September 1982.  The Corporation’s Common Stock is traded on NASDAQ’s Global Select Market System under the symbol FRME.  The Corporation has one full-service bank charter, First Merchants Bank, National Association (the “Bank”), which opened for business in Muncie, Indiana, in March 1893.  The Bank also operates Lafayette Bank and Trust, Commerce National Bank and First Merchants Trust Company as divisions of First Merchants Bank, National Association.  The Bank includes 107 banking locations in twenty-six Indiana, two Illinois and two Ohio counties.  In addition to its branch network, the Corporation’s delivery channels include ATMs, check cards, remote deposit capture, interactive voice response systems and internet technology.  The Corporation’s business activities are currently limited to one significant business segment, which is community banking.





Through the Bank, the Corporation offers a broad range of financial services, including accepting time deposits, savings and demand deposits; making consumer, commercial, agri-business and real estate mortgage loans; renting safe deposit facilities; providing personal and corporate trust services; providing full-service brokerage; and providing other corporate services, letters of credit and repurchase agreements.





The Corporation also operated First Merchants Insurance Services, Inc., operating as First Merchants Insurance Group ("FMIG"), a full-service property, casualty, personal lines, and employee benefit insurance agency headquartered in Muncie, Indiana.  On June 12, 2015, the Corporation sold all of its stock in FMIG to USI Insurance Services LLC for $18,000,000.  Additional details of the transaction are included in NOTE 2.  ACQUISITIONS AND DIVESTITURES, included within the Notes to Consolidated Condensed Financial Statements of this Quarterly Report on Form 10-Q.


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RESULTS OF OPERATIONS





Executive Summary





First Merchants Corporation reported net income available to common stockholders of $17.1 million for the three months ended September 30, 2015 , an increase of $945,000, compared to net income available to common stockholders of $16.1 million for the three months ended September 30, 2014 .   Diluted earnings per share for the three months ended September 30, 2015 and 2014 totaled $0.45 per share.  Net income available to common stockholders was $51.2 million for the nine months ended September 30, 2015 , an increase of $6.3 million, compared to net income available to common stockholders of $44.9 million for the nine months ended September 30, 2014.  Diluted earnings per share for the nine months ended September 30, 2015 totaled $1.35 per share, an increase of 8.9 percent, compared to $1.24 per diluted share for the same period of 2014.





On November 7, 2014, the Corporation acquired Community and on April 17, 2015, the Corporation acquired C Financial.  Additionally, on June 12, 2015, the Corporation sold all of its stock in FMIG, resulting in a gain of $8.3 million.  Details of these transactions are included in NOTE 2.  ACQUISITIONS AND DIVESTITURES, included within the Notes to Consolidated Condensed Financial Statements of this Quarterly Report on Form 10-Q.





As of September 30, 2015 , total assets equaled $6.2 billion, an increase of $365.7 million from December 31, 2014 .  The Corporation's loan portfolio increased $392.7 million, with the largest increases in Other Commercial and Commercial and Industrial loans.  The Corporation acquired $141.7 million in assets as a result of the C Financial acquisition, of which, loans accounted for $110.6 million.  Additional details of the changes in the Corporation's loans and other earning assets are discussed within NOTE 4. LOANS AND ALLOWANCE, included within the Notes to Consolidated Condensed Financial Statements, and the "EARNING ASSETS" section of Management's Discussion and Analysis of Financial Condition and Results of Operations of this Quarterly Report on Form 10-Q.





The Corporation’s allowance for loan losses totaled $62.9 million as of September 30, 2015 .  The allowance provided 192.8 percent coverage of all non-accrual loans and 1.45 percent of total loans.  The Corporation did not expense a provision for loan losses during the third quarter of 2015 and had net recoveries during the period of $311,000.  Non-performing loans declined $14.4 million, or 28.3 percent, from December 31, 2014.  During the same period of 2014, the Corporation had provision expense of $1.6 million and net charge offs during the period of $4.4 million.    Additional details are discussed within the “LOAN QUALITY/PROVISION FOR LOAN LOSSES” section of Management’s Discussion and Analysis of Financial Condition and Results of Operations of this Quarterly Report on Form 10-Q.





As of September 30, 2015, total deposits equaled $4.8 billion, an increase of $173.9 million from December 31, 2014.  The Corporation acquired $105.3 million in deposits as a result of the C Financial acquisition.  The largest increases were in demand and savings deposits, which accounted for $181.9 million of the overall increase.  This increase was offset by decreases in other certificates and time deposits and brokered deposits of $23.7 million and $10.6 million, respectively, compared to December 31, 2014 .





Total borrowings increased $154.5 million as of September 30, 2015 compared to December 31, 2014 as Federal Home Loan Bank advances and Federal Funds purchased increased $92.6 million and $37.5 million, respectively.  The Corporation acquired $19.0 million of Federal Home Loan Bank advances as a result of the C Financial acquisition.  Additionally, during the third quarter the Corporation canceled $5 million of subordinated debentures, resulting in a gain of $1.3 million.





The Corporation was able to maintain all regulatory capital ratios in excess of the regulatory definition of “well-capitalized” as discussed in the “CAPITAL” section of Management’s Discussion and Analysis of Financial Condition and Results of Operations of this Quarterly Report on Form 10-Q.





NET INTEREST INCOME





Net interest income is the primary source of the Corporation’s earnings.  Net interest margin is a function of net interest income and the level of average earning assets.  Net interest income and net interest margin are presented in the following table on a fully taxable equivalent basis (“FTE”), which adjusts tax-exempt or nontaxable interest income to an amount that would be comparable to interest subject to income taxes using the federal statutory tax rate of 35 percent in effect for all periods.





For the periods presented, the increases in net interest income and average earning assets were primarily driven by the acquisitions of Community in November 2014 and C Financial in April 2015.   As a result of the acquisitions, the Corporation recognized fair value accretion, which is included in interest income, of $2,012,000 and $3,484,000, respectively, for the three months ended September 30, 2015 and 2014.  Net interest margin for the third quarter of 2015 decreased to 3.85 percent compared to the third quarter of 2014 at 3.98 percent, while average earning assets increased by $527,000.  Asset yields decreased 11 basis points FTE and interest costs increased 2 basis point, resulting in a 13 basis points FTE decrease in net interest margin as compared to the same period in 2014 .





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Net interest margin for the nine months ended September 30, 2015 decreased to 3.82 percent compared to the nine months ended September 30, 2014 at 3.95 percent, while average earning assets increased by $472 million.  Asset yields decreased 11 basis points FTE and interest costs increased 2 basis points, resulting in a 13 basis points FTE decrease in net interest margin as compared to the same period in 2014 .  Interest income included $6,340,000 and $7,426,000 of fair value accretion for the nine months ended September 30, 2015 and 2014 , respectively.





Additional details of the Corporation's acquisitions, remaining loan fair value discount, accretable and nonaccretable yield can be found in NOTE 2.  ACQUISITIONS AND DIVESTITURES and NOTE 5.  ACCOUNTING FOR CERTAIN LOANS ACQUIRED IN A PURCHASE, included within the Notes to Consolidated Condensed Financial Statements of this Quarterly Report on Form 10-Q.





The following table presents the Corporation’s average balance sheet, interest income/interest expense, and the average rate as a percent of average earning assets for the three months ended September 30, 2015 , and 2014 .





(Dollars in Thousands)Three Months EndedSeptember 30, 2015September 30, 2014Average BalanceInterest Income /ExpenseAverageRateAverage BalanceInterest Income /ExpenseAverageRateAssets:Interest-bearing time deposits$34,343$250.29%$28,549$180.25%Federal Reserve and Federal Home Loan Bank stock34,6275005.7843,1275014.65Investment Securities:(1)Taxable692,5834,3742.53776,2705,0462.60Tax-Exempt(2)503,1746,7875.40409,2415,6655.54Total Investment Securities1,195,75711,1613.731,185,51110,7113.61Loans held for sale2,16312523.129,3931526.47Loans:(3)Commercial3,247,33636,5824.512,905,92034,3444.73Real Estate Mortgage447,7334,8034.29455,7145,0254.41Installment403,3994,5264.49369,7974,4604.82Tax-Exempt(2)172,8441,8324.2412,866942.92Total Loans4,273,47547,8684.483,753,69044,0754.70Total Earning Assets5,538,20259,5544.305,010,87755,3054.41Net unrealized gain on securities available for sale10,37911,247Allowance for loan losses(62,521)(68,123)Cash and cash equivalents93,54274,773Premises and equipment84,88074,696Other assets489,467475,234Total Assets$6,153,949$5,578,704Liabilities:Interest-bearing deposits:Interest-bearing NOW deposits$1,112,161$3590.13%$1,059,163$2790.11%Money market deposits837,9634480.21736,3393720.20Savings  deposits628,0201550.10528,7461540.12Certificates and other time deposits1,122,9642,7530.981,032,2742,0480.79Total Interest-bearing Deposits3,701,1083,7150.403,356,5222,8530.34Borrowings523,8142,5001.91572,9232,5711.80Total Interest-bearing Liabilities4,224,9226,2150.593,929,4455,4240.55Noninterest-bearing deposits1,123,575932,266Other liabilities46,30837,687Total Liabilities5,394,8054,899,398Stockholders' Equity759,144679,306Total Liabilities and Stockholders' Equity$6,153,9496,2150.45$5,578,7045,4240.43Net Interest Income$53,339$49,881Net Interest Margin3.85%3.98%(1)Average balance of securities is computed based on the average of the historical amortized cost balances without the effects of the fair value adjustments.  Annualized amounts are computed utilizing a 30/360 day basis.(2)Tax-exempt securities and loans are presented on a fully taxable equivalent basis, using a marginal tax rate of 35 percent for 2015 and 2014.  These totals equal $3,016 and $2,015 for the three months ended September 30, 2015 and 2014, respectively.(3)Non accruing loans have been included in the average balances.














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The following table presents the Corporation’s average balance sheet, interest income/interest expense, and the average rate as a percent of average earning assets for the nine months ended September 30, 2015 , and 2014 .





(Dollars in Thousands)Nine Months EndedSeptember 30, 2015September 30, 2014Average BalanceInterest Income /ExpenseAverageRateAverage BalanceInterest Income /ExpenseAverageRateAssets:Interest-bearing time deposits$50,327$930.25%$43,906$760.23%Federal Reserve and Federal Home Loan Bank stock38,3671,5095.2441,6571,6485.27Investment Securities:(1)Taxable708,32813,5222.55761,92414,9022.61Tax-Exempt(2)474,00419,1975.40389,68216,4475.63Total Investment Securities1,182,33232,7193.691,151,60631,3493.63Loans held for sale4,36438011.616,6533226.45Loans:(3)Commercial3,161,385106,4124.492,893,92299,6854.59Real Estate Mortgage454,28814,6144.29417,89914,6504.67Installment397,98113,5024.52353,13413,6725.16Tax-Exempt(2)103,9313,3444.2912,3282773.00Total Loans4,121,949138,2524.473,683,936128,6064.65Total Earning Assets5,392,975172,5734.27%4,921,105161,6794.38%Net unrealized gain on securities available for sale12,4637,929Allowance for loan losses(62,940)(68,703)Cash and cash equivalents96,67183,259Premises and equipment82,34274,732Other assets491,542481,959Total Assets$6,013,053$5,500,281Liabilities:Interest-bearing deposits:Interest-bearing NOW deposits$1,077,463$8940.11%$1,061,762$8270.10%Money market deposits838,5521,3050.21755,0971,1360.20Savings  deposits604,4364810.11527,1474610.12Certificates and other time deposits1,132,4978,2370.971,021,0445,8520.76Total Interest-bearing Deposits3,652,94810,9170.403,365,0508,2760.33Borrowings478,0307,4372.07508,9927,6732.01Total Interest-bearing Liabilities4,130,97818,3540.593,874,04215,9490.55Noninterest-bearing deposits1,090,158925,107Other liabilities45,21538,724Total Liabilities5,266,3514,837,873Stockholders' Equity746,702662,408Total Liabilities and Stockholders' Equity$6,013,05318,3540.45$5,500,28115,9490.43Net Interest Income$154,219$145,730Net Interest Margin3.82%3.95%(1)Average balance of securities is computed based on the average of the historical amortized cost balances without the effects of the fair value adjustments.  Annualized amounts are computed utilizing a 30/360 day basis.(2)Tax-exempt securities and loans are presented on a fully taxable equivalent basis, using a marginal tax rate of 35 percent for 2015 and 2014.  These totals equal $7,889 and $5,853 for the nine months ended September 30, 2015 and 2014, respectively.(3)Non accruing loans have been included in the average balances.








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NON-INTEREST INCOME





Non-interest income decreased $1.5 million, or 8.2 percent, in the third quarter of 2015, compared to the third quarter of 2014.  In June 2015, the Corporation sold all of its stock in First Merchants Insurance Services, resulting in no insurance commission income in the third quarter of 2015.  This transaction accounted for a $1.7 million decline in commission income compared to the third quarter of 2014.  In November 2014, the Corporation acquired Community, and in April 2015, the Corporation acquired C Financial.   Each of the acquisitions contributed to a larger customer base, which resulted in an increase in gains on the sale of mortgage loans and service charge income of $447,000 and $326,000, respectively, for the three months ended September 30, 2015 when compared to the same period in 2014. Additional details of the divestiture and acquisitions can be found in NOTE 2. ACQUISITIONS AND DIVESTITURES, included within the Notes to Consolidated Condensed Financial Statements of this Quarterly Report on Form 10-Q.





In August 2015, the Corporation completed the cancellation of $5 million of subordinated debentures at a gain of $1.3 million.  This gain was offset by a decline in gains on the sale of other real estate owned of $1.7 million from the third quarter of 2014.  Additionally, earning on cash surrender value of life insurance declined $814,000 from the prior quarter of 2014 due to a death benefit from Bank Owned Life Insurance of $846,000 in the third quarter of 2014.





During the first nine months of 2015, non-interest income increased $7.7 million, or 15.5 percent, over the same period in 2014.  The sale of First Merchants Insurance Services created an $8.3 million gain, but was offset by a $1.7 million decline in insurance commission income from 2014.  The larger customer base from the Community and C Financial acquisitions contributed to increases in the gains on the sale of mortgage loans, other customer fees and fiduciary activities of $1.8 million, $652,000 and $334,000, respectively.





In August 2015, the Corporation completed the cancellation of $5 million of subordinated debentures at a gain of $1.3 million.  This gain was offset by a decline in gains on the sale of other real estate owned of $2.7 million from the same period in 2014.  In addition, earnings on cash surrender value of life insurance declined $828,000 from the prior year due to a death benefit from Bank Owned Life Insurance of $846,000 during the nine months ended September 30, 2014.





NON-INTEREST EXPENSE





Non-interest expense increased $1.0 million, or 2.4 percent, in the third quarter of 2015, compared to the third quarter of 2014.  The largest increase was in salaries and employee benefits which increased $964,000, or 4.0 percent.  This was primarily driven by the addition of personnel from the acquisitions of Community and C Financial.  Additionally, the Corporation had an increase in equipment and net occupancy expenses of $511,000 and $325,000, respectively, due to the addition of Community and C Financial core system expenses and banking centers.   These increases were offset by a decrease of $783,000 in other real estate owned and foreclosure expenses as asset quality trends continue to improve from the same period last year.





During the first nine months of 2015, non-interest expense increased $4.3 million, or 3.4 percent, when compared to the first nine months of 2014.  Salaries and employee benefits increased $3.2 million, or 4.4 percent, over the same period last year due to the addition of personnel from the acquisitions of Community and C Financial.  The Corporation also experienced an increase of $1.8 million in professional and other outside services, primarily acquisition and divestiture expenses, which consisted of legal and investment banker expenses of $1.0 million and contract termination expenses related to the C Financial acquisition of $719,000.  Equipment and net occupancy expenses increased $1.1 million and $476,000, respectively, due to running Community's and C Financial's core systems prior to integration and additional banking centers.   These increases were offset by a decrease of $2.6 million in other real estate owned and foreclosure expenses as asset quality trends continue to improve over the prior year.





INCOME TAXES





Income tax expense for the third quarter of 2015 was $6,557,000 on pre-tax net income of $23,624,000.  For the same period in 2014, income tax expense was $5,980,000 on pre-tax net income of $22,102,000.





Income tax expense for the nine months ended September 30, 2015 was $21,247,000 on pre-tax net income of $72,454,000.  For the same period in 2014, income tax expense was $16,485,000 on pre-tax net income of $61,387,000.





The increase in the effective tax rate in the nine months ended September 30, 2015, when compared to the same period of 2014, was primarily a result of a permanent book-to-tax basis difference associated with the gain on sale of FMIG.   Details of the FMIG sale and tax effect are included in NOTE 2.  ACQUISITIONS AND DIVESTITURES and NOTE 13. INCOME TAX, included within the Notes to Consolidated Condensed Financial Statements of this Quarterly Report on Form 10-Q





Taxes, both current and deferred, decreased in the first nine months of 2015 by $3,621,000.  The decline in the net asset was primarily due to decreases in the deferred tax assets associated with the accounting for loans, federal net operating loss carryforwards, deferred and incentive compensation, and allowance for loan losses of $1,705,000, $1,246,000, $1,132,000 and $629,000, respectively.  The deferred tax asset decreases were partially offset by a decline in the deferred tax liability associated with the accounting for unrealized gains on available for sale securities of $653,000.





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CAPITAL





Capital adequacy is an important indicator of financial stability and performance.  The Corporation and the Bank are subject to various regulatory capital requirements administered by the federal banking agencies and are assigned to a capital category.  The assigned capital category is largely determined by four ratios that are calculated according to the regulations: total risk-based capital, tier 1 risk-based capital, common equity tier 1 capital, and tier 1 leverage ratios.  The ratios are intended to measure capital relative to assets and credit risk associated with those assets and off-balance sheet exposures of the entity.  The capital category assigned to an entity can also be affected by qualitative judgments made by regulatory agencies about the risk inherent in the entity's activities that are not part of the calculated ratios.





There are five capital categories defined in the regulations, ranging from well capitalized to critically undercapitalized.  Classification of a bank in any of the undercapitalized categories can result in actions by regulators that could have a material effect on a bank's operations.  Quantitative measures established by regulation to ensure capital adequacy require the Bank to maintain minimum amounts and ratios of total and tier 1 capital to risk-weighted assets, and of tier 1 capital to average assets, or leverage ratio, all of which are calculated as defined in the regulations.  Banks with lower capital levels are deemed to be undercapitalized, significantly undercapitalized or critically undercapitalized, depending on their actual levels.  The appropriate federal regulatory agency may also downgrade a bank to the next lower capital category upon a determination that the bank is in an unsafe or unsound practice.  Banks are required to monitor closely their capital levels and to notify their appropriate regulatory agency of any basis for a change in capital category.





Basel III was effective for the Corporation on January 1, 2015.  Basel III requires the Corporation and the Bank to maintain minimum amounts and ratio of common equity tier 1 capital to risk weighted assets, as defined in the regulation.  Under the new Basel III rules, in order to avoid limitations on capital distributions, including dividends, the Corporation must hold a capital conservation buffer above the adequately capitalized common equity tier 1 capital to risk-weighted assets ratio.  The capital conservation buffer is being phased in from zero percent to 2.50 percent by 2019.  Under Basel III, the Corporation and Bank elected to opt-out of including accumulated other comprehensive income in regulatory capital.  Regulatory capital ratios at September 30, 2015 , were calculated under Basel III while regulatory capital ratios at December 31, 2014, were calculated under Basel I.





As of September 30, 2015 , the Bank met all capital adequacy requirements to be considered well capitalized.  There is no threshold for well capitalized status for bank holding companies.  The Corporation's and Bank's actual and required capital ratios as of September 30, 2015 and December 31, 2014 were as follows:





September 30, 2015Prompt Corrective Action ThresholdsActualAdequately CapitalizedWell Capitalized(Dollars in Thousands)AmountRatioAmountRatioAmountRatioTotal risk-based capital to risk-weighted assetsFirst Merchants Corporation$736,00114.85%$396,5398.00%N/AN/AFirst Merchants Bank693,91713.90399,3188.00$499,14710.00%Tier 1 capital to risk-weighted assetsFirst Merchants Corporation$608,98912.29%$297,4046.00%N/AN/AFirst Merchants Bank631,49612.65299,4886.00$399,3188.00%Common equity tier 1 capital to risk-weighted assetsFirst Merchants Corporation$560,58011.31%$223,0534.50%N/AN/AFirst Merchants Bank631,49612.65224,6164.50$324,4466.50%Tier 1 capital to average assetsFirst Merchants Corporation$608,98910.25%$237,6264.00%N/AN/AFirst Merchants Bank631,49610.66237,0454.00$296,3065.00%








December 31, 2014Prompt Corrective Action ThresholdsActualAdequately CapitalizedWell Capitalized(Dollars in Thousands)AmountRatioAmountRatioAmountRatioTotal risk-based capital to risk-weighted assetsFirst Merchants Corporation$685.50715.34%$357,5818.00%N/AN/AFirst Merchants Bank653.16914.64356,8848.00$446,10510.00%Tier 1 capital to risk weighted assetsFirst Merchants Corporation$564,53512.63%$178,7914.00%N/AN/AFirst Merchants Bank597,30513.39178,4424.00$267,6636.00%Tier 1 capital to average assetsFirst Merchants Corporation$564,53510.15%$222,5334.00%N/AN/AFirst Merchants Bank597,30510.56226,3394.00$282,9235.00%








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Tier I regulatory capital consists primarily of total stockholders’ equity and subordinated debentures issued to business trusts categorized as qualifying borrowings, less non-qualifying intangible assets and unrealized net securities gains or losses.





Management believes that all of the above capital ratios are meaningful measurements for evaluating the safety and soundness of the Corporation.  Additionally, management believes the following tables are also meaningful when considering performance measures of the Corporation.





The Corporation had a strong capital position as evidenced by the tangible common equity to tangible assets ratio of 9.25 percent at September 30, 2015 , and 9.16 percent at December 31, 2014 .





Tangible Common Equity to Tangible Assets (non-GAAP)(Dollars in Thousands, Except Per Share Amounts)September 30, 2015December 31, 2014Total Stockholders' Equity (GAAP)$766,984$726,827Less:  Cumulative preferred stock (GAAP)(125)(125)Less:  Intangible assets, net of tax (GAAP)(214,115)(212,669)Tangible common equity (non-GAAP)$552,744$514,033Total assets (GAAP)$6,189,797$5,824,127Less: Intangible assets, net of tax (GAAP)(214,115)(212,669)Tangible assets (non-GAAP)$5,975,6825,611,458Tangible common equity to tangible assets (non-GAAP)9.25%9.16%








The following table details and reconciles tangible earnings per share, return on tangible capital and tangible assets to traditional GAAP measures for the three and nine months ended September 30, 2015 and 2014 .





Three Months Ended September 30,Nine Months Ended September 30,(Dollars in Thousands, Except Per Share Amounts)2015201420152014Average goodwill (GAAP)$205,375$188,947$206,115$188,961Average core deposit intangible (GAAP)14,44712,32315,22112,922Average deferred tax on CDI (GAAP)(5,494)(4,735)(5,724)(4,819)Intangible adjustment (non-GAAP)$214,328$196,535$215,612$197,064Average stockholders' equity (GAAP)$759,144$679,306$746,702$662,408Average cumulative preferred stock (GAAP)(125)(125)(125)(125)Intangible adjustment (non-GAAP)(214,328)(196,535)(215,612)(197,064)Average tangible capital (non-GAAP)$544,691$482,646$530,965$465,219Average assets (GAAP)$6,153,949$5,578,704$6,013,053$5,500,281Intangible adjustment (non-GAAP)(214,328)(196,535)(215,613)(197,064)Average tangible assets (non-GAAP)$5,939,621$5,382,169$5,797,440$5,303,217Net income available to common stockholders (GAAP)$17,067$16,122$51,207$44,902CDI amortization, net of tax (GAAP)4363361,2841,009Tangible net income available to common stockholders (non-GAAP)$17,503$16,458$52,491$45,911Per Share Data:Diluted net income available to common stockholders (GAAP)$0.45$0.45$1.35$1.24Diluted tangible net income available to common stockholders (non-GAAP)$0.46$0.45$1.39$1.26Ratios:Return on average GAAP capital (ROE)8.99%9.49%9.14%9.04%Return on average tangible capital12.85%13.64%13.18%13.16%Return on average assets (ROA)1.11%1.16%1.14%1.09%Return on average tangible assets1.18%1.22%1.21%1.15%








Return on average tangible capital is tangible net income available to common stockholders (annualized) expressed as a percentage of average tangible capital.  Return on average tangible assets is tangible net income available to common stockholders (annualized) expressed as a percentage of average tangible assets.





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 PART I: FINANCIAL INFORMATION
 ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS





LOAN QUALITY/PROVISION FOR LOAN LOSSES





The Corporation’s primary lending focus is small business and middle market commercial, commercial real estate, residential real estate and small consumer lending, which results in portfolio diversification.  Commercial loans are individually underwritten and judgmentally risk rated.  They are periodically monitored and prompt corrective actions are taken on deteriorating loans.  Retail loans are typically underwritten with statistical decision-making tools and are managed throughout their life cycle on a portfolio basis.





Loan Quality





The quality and amount of non-performing loans may increase or decrease going forward as a result of acquisitions, organic portfolio growth,  problem loan recognition and resolution through collections, sales or charge offs.  The performance of any loan can be affected by external factors such as economic conditions, or internal factors specific to a particular borrower, such as the actions of a customer's management.





At September 30, 2015 , non performing loans totaled $36,420,000, a decrease of $14,361,000 from the December 31, 2014 balance of $50,781,000.  Non-accrual loans decreased $16,192,000 to $32,597,000, from the December 31, 2014 balance of $48,789,000.  The Corporation’s coverage ratio of allowance for loan losses to non-accrual loans increased from 131.1 percent at December 31, 2014 to 192.8 percent at September 30, 2015.  See additional information regarding the allowance for loan losses in the “Provision for Loan Losses” section of Management’s Discussion and Analysis of Financial Condition and Results of Operations included as ITEM 2 of this Quarterly Report on Form 10-Q.





Accruing loans delinquent 90 or more days of $1,947,000 at September 30, 2015 decreased $2,716,000 from the December 31, 2014 balance of $4,663,000.  Commercial and industrial loans 90+ days delinquent and accruing were $65,000 at September 30, 2015, compared to the December 31, 2014 balance of $2,985,000.





Commercial impaired loans include all non-accrual loans, loans accounted for under ASC 310 as well as substandard, doubtful and loss grade loans that were still accruing but deemed impaired according to guidance set forth in ASC 310.  Also included in impaired loans are accruing loans that are contractually past due 90 days or more and troubled debt restructurings.





A loan is deemed impaired when, based on current information or events, it is probable that all amounts due of principal and interest according to the contractual terms of the loan agreement will not be collected substantially within the contractual terms of the note.  At September 30, 2015 , commercial impaired loans totaled $93,886,000 a decrease of $22,337,000 from the December 31, 2014 balance of $116,223,000.  At September 30, 2015 , a specific allowance for losses was not deemed necessary for commercial impaired loans totaling $87,560,000 as there was no identified loss on these credits.  A specific allowance of $1,956,000 was recorded for the remaining balance of these impaired loans totaling $6,326,000 and is included in the Corporation’s allowance for loan losses.





The following table details the Corporation's non-performing assets plus loans 90-days or more delinquent, and notes total commercial impaired loans for the periods indicated.





(Dollars in Thousands)September 30, 2015December 31, 2014Non-Performing Assets:Non-accrual loans$32,597$48,789Renegotiated loans3,8231,992Non-performing loans (NPL)36,42050,781Other real estate owned14,80919,293Non-performing assets (NPA)51,22970,07490+ days delinquent and still accruing1,9474,663Non-performing assets plus 90+ days delinquent$53,176$74,737Impaired Loans$93,886$116,223








The composition of non-performing assets plus loans 90-days or more delinquent is reflected in the following table for the periods indicated.





(Dollars in Thousands)September 30, 2015December 31, 2014Non-Performing Assets and 90+ Days Delinquent:Commercial and industrial loans$5,479$10,033Agricultural production financing and other loans to farmers1,2105,800Real estate loans:Construction7,8858,363Commercial and farmland22,71330,400Residential13,21317,079Home Equity2,4732,802Individuals' loans for household and other personal expenditures203260Non-performing assets plus 90+ days delinquent$53,176$74,737





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 ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS





Although the Corporation believes its underwriting and loan review procedures are appropriate for the various kinds of loans it makes, its results of operations and financial condition could be adversely affected in the event the quality of its loan portfolio declines.  Deterioration in the economic environment including residential and commercial real estate values may result in increased levels of loan delinquencies and credit losses.





Provision for Loan Losses





The allowance for loan losses is maintained through the provision for loan losses, which is a charge against earnings.  The amount actually provided for loan losses in any period may be greater than or less than net loan losses, based on management’s judgment as to the appropriate level of the allowance for loan losses.  The amount provided for loan losses and the determination of the adequacy of the allowance are based on a continuous review of the loan portfolio, including an internally administered loan “watch” list and an ongoing loan review.  The evaluation takes into consideration identified credit problems, as well as the possibility of losses inherent in the loan portfolio that are not specifically identified.





In conformance with ASC 805 and ASC 820, loans purchased after December 31, 2008, are recorded at the acquisition date fair value.  Such loans are only included in the allowance when deemed impaired in accordance with ASC 310-30.





At September 30, 2015 , the allowance for loan losses was $62,861,000, a decrease of $1,103,000 from December 31, 2014.  As a percent of loans, the allowance was 1.45 percent at September 30, 2015 , compared to 1.63 percent at December 31, 2014.  The provision for loan losses for the nine months ended September 30, 2015 was $417,000.  The provision for loan losses for the nine months ended September 30, 2014 was $1,600,000.  Specific reserves on impaired loans decreased $813,000 from $2,769,000 at December 31, 2014, to $1,956,000 at September 30, 2015 .





Net charge offs for the nine months ended September 30, 2015 , were $1,520,000.  Comparatively, the same period in 2014 had net charge offs of $3,874,000.  For the nine months ended September 30, 2015 , there were two charge offs greater than $500,000 totaling $1,635,000 and one recovery totaling $931,000. The distribution of the net charge offs or recoveries for the three and nine months ended September 30, 2015 and 2014 are reflected in the following table:





Three Months Ended September 30,Nine Months Ended September 30,(Dollars in Thousands)2015201420152014Net Charge Offs (Recoveries):Commercial and industrial loans$738$2,465$355$1,412Agricultural production financing and other loans to farmers9(5)769(22)Real estate loans:Construction63(5)102(379)Commercial and farmland(1,187)1,497(1,125)1,686Residential53277842736Home Equity(87)20427234Individuals' loans for household and other personal expenditures102128160248Lease financing receivables, net of unearned income(3)(21)Other commercial loans(2)(3)(10)(20)Total Net Charge Offs$(311)$4,371$1,520$3,874








Management continually evaluates the commercial loan portfolio by including consideration of specific borrower cash flow analysis and estimated collateral values, types and amounts on non-performing loans, past and anticipated loan loss experience, changes in the composition of the loan portfolio, and the current condition and amount of loans outstanding.  The determination of the provision for loan losses in any period is based on management’s continuing review and evaluation of the loan portfolio, and its judgment as to the impact of current economic conditions on the portfolio.








LIQUIDITY





Liquidity management is the process by which the Bank ensures adequate liquid funds are available for the holding company and its subsidiaries.  These funds are necessary in order to meet financial commitments on a timely basis.  These commitments include withdrawals by depositors, funding credit obligations to borrowers, paying dividends to stockholders, paying operating expenses, funding capital expenditures, and maintaining deposit reserve requirements.  Liquidity is monitored and closely managed by the asset/liability committee.





The Corporation’s liquidity is dependent upon our receipt of dividends from the Bank, which is subject to certain regulatory limitations and access to other funding sources.  Liquidity of the Bank is derived primarily from core deposit growth, principal payments received on loans, the sale and maturity of investment securities, net cash provided by operating activities, and access to other funding sources.





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 ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS





The principal source of asset-funded liquidity is investment securities classified as available for sale, the market values of which totaled $597,839,000 at September 30, 2015 , an increase of $ 48,296,000 , or 8.8 percent, from December 31, 2014 .  Securities classified as held to maturity that are maturing within a short period of time, which totaled $5,521,000 at September 30, 2015, can also be a source of liquidity.  In addition, other types of assets such as cash and due from banks, federal funds sold, and securities purchased under agreements to resell, loans and interest-bearing deposits with other banks maturing within one year are sources of liquidity.





The most stable source of liability-funded liquidity for both the long-term and short-term is deposit growth and retention in the core deposit base.  In addition, Federal Home Loan Bank (“FHLB”) advances are utilized as funding sources.  At September 30, 2015 , total borrowings from the FHLB were $ 237,856,000 .  The Bank has pledged certain mortgage loans and investments to the FHLB.  The total available remaining borrowing capacity from the FHLB at September 30, 2015 , was $ 404,726,000 .





On November 1, 2013, the Corporation completed the private issuance and sale to four institutional investors of an aggregate of $70 million of debt comprised of (a) 5.00 percent Fixed-to-Floating Rate Senior Notes due 2028 in the aggregate principal amount of $5 million (the "Senior Debt") and (b) 6.75 percent Fixed-to-Floating Rate Subordinated Notes due 2028 in the aggregate principal amount of $65 million (the "Subordinated Debt").  The Senior Debt agreement contains certain customary representations and warranties and financial and negative covenants.  As of September 30, 2015 , the Corporation was in compliance with these covenants.





On April 11, 2014, the Corporation entered into a line of credit agreement with U.S. Bank, N.A. with a maximum borrowing capacity of $20 million.  As of September 30, 2015 , there was no outstanding balance on the line of credit.  Interest is payable quarterly based on one-month LIBOR plus 2.00 percent.  The line of credit has a quarterly facility fee of 0.25 percent on the unused balance.  The line of credit agreement contains certain customary representations and warranties and financial and negative covenants.  As of September 30, 2015 , the Corporation was in compliance with these covenants.  The line of credit was scheduled to mature on April 10, 2015; however, on April 9, 2015 the agreement was renewed with a maturity date of April 8, 2016.





Additionally, on August 10, 2015, the Corporation completed the cancellation of $5 million of subordinated debentures at a gain of $1.3 million.  As of September 30, 2015, $51.7 million of subordinated debentures remain outstanding with a maturity date of September 15, 2037.





In the normal course of business, the Bank is a party to a number of other off-balance sheet activities that contain credit, market and operational risk that are not reflected in whole or in part in our consolidated financial statements.  Such activities include traditional off-balance sheet credit-related financial instruments, commitments under operating leases and long-term debt.





The Bank provides customers with off-balance sheet credit support through loan commitments and standby and commercial letters of credit. Summarized credit-related financial instruments at September 30, 2015 , are as follows:





(Dollars in Thousands)September 30, 2015Amounts of commitments:Loan commitments to extend credit$1,608,243Standby and commercial letters of credit41,343$1,649,586








Since many of the commitments are expected to expire unused or be only partially used, the total amount of unused commitments in the preceding table does not necessarily represent future cash requirements.





In addition to owned banking facilities, the Corporation has entered into a number of long-term leasing arrangements to support ongoing activities.  The required payments under such commitments and borrowings at September 30, 2015 , are as follows:





(Dollars in Thousands)Remaining2015201620172018201920202021 andafterTotalOperating leases$789$2,713$1,964$1,030$822$659$3,965$11,942Federal funds purchased52,89652,896Securities sold under repurchase agreements153,822153,822Federal Home Loan Bank advances67,02446,59717,24626,85113,82831,31035,000237,856Subordinated debentures and term loans234121,702121,936Total$274,765$49,310$19,210$27,881$14,650$31,969$160,667$578,452








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 ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS





INTEREST SENSITIVITY AND DISCLOSURE ABOUT MARKET RISK





Asset/Liability Management has been an important factor in the Corporation's ability to record consistent earnings growth through periods of interest rate volatility and product deregulation.  Management and the Board of Directors monitor the Corporation's liquidity and interest sensitivity positions at regular meetings to review how changes in interest rates may affect earnings.  Decisions regarding investment and the pricing of loan and deposit products are made after analysis of reports designed to measure liquidity, rate sensitivity, the Corporation’s exposure to changes in net interest income given various rate scenarios and the economic and competitive environments.





It is the objective of the Corporation to monitor and manage risk exposure to net interest income caused by changes in interest rates.  It is the goal of the Corporation’s Asset/Liability function to provide optimum and stable net interest income.  To accomplish this, management uses two asset liability tools.  GAP/Interest Rate Sensitivity Reports and Net Interest Income Simulation Modeling are constructed, presented and monitored quarterly.





Net interest income simulation modeling, or earnings-at-risk, measures the sensitivity of net interest income to various interest rate movements. The Corporation's asset liability process monitors simulated net interest income under three separate interest rate scenarios; base, rising and falling.  Estimated net interest income for each scenario is calculated over a 12-month horizon.  The immediate and parallel changes to the base case scenario used in the model are presented below.  The interest rate scenarios are used for analytical purposes and do not necessarily represent management's view of future market movements.  Rather, these are intended to provide a measure of the degree of volatility interest rate movements may introduce into the earnings of the Corporation.





The base scenario is highly dependent on numerous assumptions embedded in the model, including assumptions related to future interest rates. While the base sensitivity analysis incorporates management's best estimate of interest rate and balance sheet dynamics under various market rate movements, the actual behavior and resulting earnings impact will likely differ from that projected.  For certain assets, the base simulation model captures the expected prepayment behavior under changing interest rate environments.  Assumptions and methodologies regarding the interest rate or balance behavior of indeterminate maturity products, such as savings, money market, NOW and demand deposits, reflect management's best estimate of expected future behavior.





The comparative rising 200 basis points and falling 100 basis points scenarios below, as of September 30, 2015 , assume further interest rate changes in addition to the base simulation discussed above.  These changes are immediate and parallel changes to the base case scenario.  In the current rate environment, many driver rates are at or near historical lows, thus total rate movements (beginning point minus ending point) to each of the various driver rates utilized by management have the following results:





September 30, 2015RISINGFALLINGDriver Rates(200 Basis Points)(100 Basis Points)Prime200—Federal funds200—One-year CMT200(25)Three-year CMT200(64)Five-year CMT200(81)CD's200(21)FHLB advances200(55)








Results for the base, rising 200 basis points, and falling 100 basis points interest rate scenarios are listed below based upon the Corporation’s rate sensitive assets and liabilities at September 30, 2015 .  The net interest income shown represents cumulative net interest income over a 12-month time horizon.  Balance sheet assumptions used for the base scenario are the same for the rising and falling simulations.





September 30, 2015RISINGFALLING(Dollars in Thousands)Base(200 Basis Points)(100 Basis Points)Net interest income$188,544$200,448$183,409Variance from base$11,904$(5,135)Percent of change from base6.3%(2.7)%








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 ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS





The comparative rising 200 basis points and falling 100 basis points scenarios below, as of December 31, 2014 , assume further interest rate changes in addition to the base simulation discussed above.  These changes are immediate and parallel changes to the base case scenario.  In addition, total rate movements (beginning point minus ending point) to each of the various driver rates utilized by management in the base simulation are as follows:





December 31, 2014RISINGFALLINGDriver Rates(200 Basis Points)(100 Basis Points)Prime200—Federal funds200—One-year CMT200(15)Three-year CMT200(83)Five-year CMT200(100)CD's200(23)FHLB advances200(43)








Results for the base, rising 200 basis points, and falling 100 basis points interest rate scenarios are listed below.  The net interest income shown represents cumulative net interest income over a 12-month time horizon.  Balance sheet assumptions used for the base scenario are the same for the rising and falling simulations.





December 31, 2014RISINGFALLING(Dollars in Thousands)Base(200 Basis Points)(100 Basis Points)Net interest income$180,175$192,164$175,118Variance from base$11,989$(5,057)Percent of change from base6.7%(2.8)%








EARNING ASSETS





The following table presents the earning asset mix as of September 30, 2015 , and December 31, 2014 .  Earning assets increased by $392,456,000 during the nine months ended September 30, 2015.  Interest-bearing time deposits decreased $20,409,000, while investment securities increased by approximately $28,162,000.  Loans and loans held for sale increased by $391,558,000, of which $110,625,000 was a result of the C Financial acquisition on April 17, 2015.  Additional details of the transaction can be found in NOTE 2. ACQUISITIONS AND DIVESTITURES, included within the Notes to Consolidated Condensed Financial Statements of this Quarterly Report on Form 10-Q.  The three loan classes experiencing the largest increase from December 31, 2014 , were other commercial loans, commercial and industrial loans and real estate construction.  These increases were primarily offset by a decrease in agricultural production financing.





(Dollars in Thousands)September 30, 2015December 31, 2014Interest-bearing time deposits$27,111$47,520Investment securities available for sale597,839549,543Investment securities held to maturity610,954631,088Mortgage loans held for sale1,9437,235Loans4,321,7153,924,865Federal Reserve and Federal Home Loan Bank stock34,49841,353Total$5,594,060$5,201,604








OTHER





The Securities and Exchange Commission maintains a web site that contains reports, proxy and information statements and other information regarding registrants that file electronically with the Commission, including the Corporation, and that address is (http://www.sec.gov).





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 PART I: FINANCIAL INFORMATION
 ITEM 3. QUANTITATIVE AND QUALITATIVE
 DISCLOSURES ABOUT MARKET RISK





ITEM 3.  QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK





The information required under this item is included as part of Management’s Discussion and Analysis of Financial Condition and Results of Operations, under the headings “LIQUIDITY” and “INTEREST SENSITIVITY AND DISCLOSURE ABOUT MARKET RISK”.


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 PART I: FINANCIAL INFORMATION
 ITEM 4. CONTROLS AND PROCEDURES





ITEM 4.  CONTROLS AND PROCEDURES





At the end of the period covered by this report, we carried out an evaluation, under the supervision and with the participation of our management, including our Chief Executive Officer and Chief Financial Officer, of the effectiveness of the design and operation of our disclosure controls and procedures.  Based upon that evaluation, our Chief Executive Officer and Chief Financial Officer concluded that our disclosure controls and procedures are effective.  Disclosure controls and procedures are controls and procedures that are designed to ensure that information required to be disclosed in our reports filed or submitted under the Securities Exchange Act of 1934 are recorded, processed, summarized and reported within the time periods specified in the Securities and Exchange Commission’s rules and forms.





There have been no changes in the Corporation’s internal control over financial reporting identified in connection with the evaluation discussed above that occurred during the Corporation’s last fiscal quarter that have materially affected, or are reasonably likely to materially affect, the Corporation’s internal control over financial reporting.





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 PART II: OTHER INFORMATION
 ITEM 1., ITEM 1A., ITEM 2., ITEM 3., ITEM 4. AND ITEM 5.
 (table dollar amounts in thousands, except share data)





ITEM 1.  LEGAL PROCEEDINGS





On July 8, 2015, a purported shareholder of Ameriana Bancorp filed a putative class action lawsuit captioned Shiva Stein, individually and on behalf of other similarly situated vs. Ameriana Bancorp et al., Cause No. 49D10-1507-PL-022566 in the Marion County, Indiana Superior Court 10 against Ameriana Bancorp, its Board of Directors and First Merchants Corporation.  Plaintiff amended the complaint on September 23, 2015.  The amended complaint alleges direct and derivative claims for breach of fiduciary duties by the members of the Board of Directors regarding the proposed Merger and claims against First Merchants Corporation for allegedly aiding and abetting those alleged breaches.  The plaintiff seeks (1) class certification, (2) to enjoin the merger, (3) a declaration that the Merger Agreement is unlawful and unenforceable, (4) an order directing the members of Ameriana Bancorp's Board of Directors to commence a new sales process, (5) an order rescinding the Merger Agreement, and (6) compensatory damages, expert fees, attorneys' fees, and costs in an unspecified amount.  At this early stage of the litigation, it is not possible to assess the probability of a material adverse outcome or reasonably estimate any potential financial impact of the lawsuit on Ameriana Bancorp.  Ameriana Bancorp, its Board of Directors and First Merchants Corporation believe the claims against them are without merit and intend to contest the matter vigorously.





On September 22, 2015, a purported shareholder of Ameriana Bancorp filed a putative class action lawsuit captioned Darrell F. Ewing v. Ameriana, et al., No. 1:15-CV-01491 in U.S. District Court in the Southern District of Indiana against Ameriana Bancorp, its Board of Directors and First Merchants Corporation.  The complaint generally alleges various claims of federal securities law violations and that the Directors of Ameriana Bancorp breached their fiduciary duties by providing materially inadequate disclosures and material disclosure omissions with respect to the proposed Merger.  The plaintiff seeks (1) class certification, (2) to enjoin the Merger or, in the event the Merger is completed before entry of an injunction, to rescind the Merger or be awarded an unspecified amount of rescissory damages, (3) compensatory damages in an unspecified amount, and (4) costs and expenses, including attorneys' and expert fees.  At this early stage of the litigation, it is not possible to assess the probability of a material adverse outcome or reasonably estimate any potential financial impact of the lawsuit on Ameriana Bancorp.  Ameriana Bancorp, its Board of Directors and First Merchants Corporation believe the claims against them are without merit and intend to contest the matter vigorously.





ITEM 1A.  RISK FACTORS





There have been no material changes to the risk factors previously disclosed in the Corporation’s Annual Report on Form 10-K for the year ended December 31, 2014 ,





ITEM 2.  UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS





a. None





b. None





c. Issuer Purchases of Equity Securities





The following table presents information relating to our purchases of equity securities during the three months ended September 30, 2015 , as follows:





PeriodTotal Numberof SharesPurchasedAveragePrice Paidper ShareTotal Number of SharesPurchased as part of Publicly announced Plans or ProgramsMaximum Number of Sharesthat may yet be PurchasedUnder the Plans or ProgramsJuly, 20158,116$26.08August, 20156,653$26.45September, 2015








The shares were purchased in connection with the exercise of certain outstanding stock options or restricted stock.





ITEM 3.  DEFAULTS UPON SENIOR SECURITIES





None





ITEM 4.  MINE SAFETY DISCLOSURES





Not Applicable





ITEM 5.  OTHER INFORMATION





a. None





b. None





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 PART II: OTHER INFORMATION
 ITEM 6. EXHIBITS





ITEM 6.  EXHIBITS





Exhibit No:Description of Exhibits:2.1Agreement and Plan of Reorganization and Merger between First Merchants Corporation and Ameriana Bancorp dated as of June 26, 2015 (Incorporated by reference to registrant's Form 8-K filed on June 29, 2015)3.1First Merchants Corporation Articles of Incorporation, as amended (Incorporated by reference to registrant’s Form 10-Q filed on November 9, 2011)3.2Bylaws of First Merchants Corporation dated October 28, 2009 (Incorporated by reference to registrant’s Form 10-Q filed on November 9, 2009)4.1First Merchants Corporation Amended and Restated Declaration of Trust of First Merchants Capital Trust II dated as of July 2, 2007 (Incorporated by reference to registrant's Form 8-K filed on July 3, 2007)4.2Indenture dated as of July 2, 2007 (Incorporated by reference to registrant's Form 8-K filed on July 3, 2007)4.3Guarantee Agreement dated as of July 2, 2007 (Incorporated by reference to registrant's Form 8-K filed on July 3, 2007)4.4Form of Capital Securities Certification of First Merchants Capital Trust II (Incorporated by reference to registrant's Form 8-K filed on July 3, 2007)4.5First Merchants Corporation Dividend Reinvestment and Stock Purchase Plan (Incorporated by reference to registrant’s Post-Effective Amendment No. 1 to Form S-3 filed on August 21, 2009)4.6Upon request, the registrant agrees to furnish supplementally to the Commission a copy of the instruments defining the rights of holders of its (a) 5.00% Fixed-to-Floating Rate Senior Notes due 2028 in the aggregate principal amount of $5 million and (b) 6.75% Fixed-to-Floating Rate Subordinated Notes due 2028 in aggregate principal amount of $65 million.10.1Voting Agreement dated June 26, 2015, by and among First Merchants Corporation and certain shareholders of Ameriana Bancorp (Incorporated by reference to registrant's Form 8-K filed on June 29, 2015)31.1Certification of Chief Executive Officer Pursuant to Section 302 of the Sarbanes - Oxley Act of 2002 (1)31.2Certification of Chief Financial Officer Pursuant to Section 302 of the Sarbanes - Oxley Act of 2002 (1)32Certifications Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (1)101.INSXBRL Instance Document (2)101.SCHXBRL Taxonomy Extension Schema Document (2)101.CALXBRL Taxonomy Extension Calculation Linkbase Document (2)101.DEFXBRL Taxonomy Extension Definition Linkbase Document (2)101.LABXBRL Taxonomy Extension Label Linkbase Document (2)101.PREXBRL Taxonomy Extension Presentation Linkebase Document (2)(1) Filed herewith.(2) Furnished herewith.








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 ITEM 6. EXHIBITS





SIGNATURES





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





First Merchants Corporation(Registrant)Date:  November  6, 2015by/s/ Michael C. RechinMichael C. RechinPresident and Chief Executive Officer(Principal Executive Officer)Date:  November  6, 2015by/s/ Mark K. HardwickMark K. HardwickExecutive Vice President andChief Financial Officer(Principal Financial and Accounting Officer)





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 ITEM 6. EXHIBITS





INDEX TO EXHIBITS





Exhibit No:Description of Exhibits:2.1Agreement and Plan of Reorganization and Merger between First Merchants Corporation and Ameriana Bancorp dated as of June 26, 2015 (Incorporated by reference to registrant's Form 8-K filed on June 29, 2015)3.1First Merchants Corporation Articles of Incorporation, as amended (Incorporated by reference to registrant’s Form 10-Q filed on November 9, 2011)3.2Bylaws of First Merchants Corporation dated October 28, 2009 (Incorporated by reference to registrant’s Form 10-Q filed on November 9, 2009)4.1First Merchants Corporation Amended and Restated Declaration of Trust of First Merchants Capital Trust II dated as of July 2, 2007 (Incorporated by reference to registrant's Form 8-K filed on July 3, 2007)4.2Indenture dated as of July 2, 2007 (Incorporated by reference to registrant's Form 8-K filed on July 3, 2007)4.3Guarantee Agreement dated as of July 2, 2007 (Incorporated by reference to registrant's Form 8-K filed on July 3, 2007)4.4Form of Capital Securities Certification of First Merchants Capital Trust II (Incorporated by reference to registrant's Form 8-K filed on July 3, 2007)4.5First Merchants Corporation Dividend Reinvestment and Stock Purchase Plan (Incorporated by reference to registrant’s Post-Effective Amendment No. 1 to Form S-3 filed on August 21, 2009)4.6Upon request, the registrant agrees to furnish supplementally to the Commission a copy of the instruments defining the rights of holders of its (a) 5.00% Fixed-to-Floating Rate Senior Notes due 2028 in the aggregate principal amount of $5 million and (b) 6.75% Fixed-to-Floating Rate Subordinated Notes due 2028 in aggregate principal amount of $65 million.10.1Voting Agreement dated June 26, 2015, by and among First Merchants Corporation and certain shareholders of Ameriana Bancorp (Incorporated by reference to registrant's Form 8-K filed on June 29, 2015)31.1Certification of Chief Executive Officer Pursuant to Section 302 of the Sarbanes - Oxley Act of 2002 (1)31.2Certification of Chief Financial Officer Pursuant to Section 302 of the Sarbanes - Oxley Act of 2002 (1)32Certifications Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (1)101.INSXBRL Instance Document (2)101.SCHXBRL Taxonomy Extension Schema Document (2)101.CALXBRL Taxonomy Extension Calculation Linkbase Document (2)101.DEFXBRL Taxonomy Extension Definition Linkbase Document (2)101.LABXBRL Taxonomy Extension Label Linkbase Document (2)101.PREXBRL Taxonomy Extension Presentation Linkebase Document (2)(1) Filed herewith.(2) Furnished herewith.





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