UNITED STATES





SECURITIES AND EXCHANGE COMMISSION





WASHINGTON, D.C. 20549





FORM 11-K





[X] ANNUAL REPORT PURSUANT TO SECTION 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934





For the fiscal year ended December 31, 2018





[ ] TRANSITION REPORT PURSUANT TO SECTION 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934





Commission file number 0-17071








A. Full title of the plan and the address of the plan, if different from that of the Issuer named below:





First Merchants Corporation


Retirement Income and Savings Plan





B. Name of issuer of the securities held pursuant to the plan and the address of its principal office:





First Merchants Corporation


200 East Jackson Street


Muncie, Indiana 47305





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First Merchants Corporation


Retirement Income and Savings Plan


EIN 35-1544218     PN 002


Independent Auditor's Report and Financial Statements


December 31, 2018 and 2017





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First Merchants Corporation


Retirement Income and Savings Plan


December 31, 2018 and 2017








Contents








Report of Independent Registered Public Accounting Firm1Financial StatementsStatements of Net Assets Available for Benefits3Statements of Changes in Net Assets Available for Benefits4Notes to Financial Statements5Supplemental ScheduleSchedule H, Line 4i - Schedule of Assets (Held at End of Year) as of December 31, 201814





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Report of Independent Registered Public Accounting Firm








Plan Administrator, Plan Participants, Audit Committee and


Employee Benefit Plan Administrative Committee


First Merchants Corporation Retirement Income and Savings Plan


Muncie, Indiana





Opinion on the Financial Statements





We have audited the accompanying statements of net assets available for benefits of First Merchants Corporation Retirement Income and Savings Plan (the Plan) as of December 31, 2018 and 2017, the related statements of changes in net assets available for benefits for the years then ended, and the related notes (collectively referred to as the “financial statements”).  In our opinion, the financial statements referred to above present fairly, in all material respects, the net assets available for benefits of the Plan as of December 31, 2018 and 2017, and the changes in net assets available for benefits for the years then ended in conformity with accounting principles generally accepted in the United States of America.


Basis of Opinion





These financial statements are the responsibility of the Plan’s management.  Our responsibility is to express an opinion on these financial statements based on our audits.





We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (“PCAOB”) and are required to be independent with respect to the Plan in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.





We conducted our audits in accordance with the standards of the PCAOB.  Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud.  The Plan is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting.  As part of our audits we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Plan’s internal control over financial reporting.  Accordingly, we express no such opinion.





Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks.  Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements.  Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements.  We believe that our audits provide a reasonable basis for our opinion.








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Report on Supplemental Information





The supplemental information in the accompanying schedule of assets (held at end of year) as of December 31, 2018 has been subjected to audit procedures performed in conjunction with the audit of the Plan’s financial statements.  The supplemental schedule is the responsibility of the Plan’s management.  Our audit procedures included determining whether the supplemental schedule reconciles to the financial statements or the underlying accounting and other records, as applicable, and performing procedures to test the completeness and accuracy of the information presented in the supplemental schedule.  In forming our opinion on the supplemental schedule, we evaluated whether the supplemental schedule, including its form and content, is presented in conformity with the Department of Labor’s Rules and Regulations for Reporting and Disclosure under the Employee Retirement Income Security Act of 1974 .  In our opinion, the schedule of assets (held at end of year) as of December 31, 2018 is fairly stated, in all material respects, in relation to the basic financial statements taken as a whole.





/s/ BKD, LLP





We have served as the Plan’s auditor since 1991





Indianapolis, Indiana


June 6, 2019








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First Merchants Corporation


Retirement Income and Savings Plan


Statements of Net Assets Available for Benefits


December 31, 2018 and 2017





20182017AssetsInvestments, at fair valueCommon Stock$8,137,857$9,819,243Mutual Funds115,420,947118,326,737Money Market Funds13,235,2457,477,650Collective Investment Fund—5,062,796Total Investments136,794,049140,686,426ReceivablesAccrued Income1,413,101968,034Employer Contributions590,968597,097Notes Receivable from Participants2,081,0182,024,485Total Receivables4,085,0873,589,616Non-interest Bearing Cash14,629297,645Total Assets140,893,765144,573,687LiabilitiesExcess Contributions Refundable48,79678,357Net Assets Available for Benefits140,844,969144,495,330





















































See Notes to Financial Statements





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First Merchants Corporation


Retirement Income and Savings Plan


Statements of Changes in Net Assets Available for Benefits


Years Ended December 31, 2018 and 2017





20182017Investment (Loss) IncomeNet (Depreciation) Appreciation in Fair Value of Investments$(15,296,833)$14,583,050Investment Dividends5,682,6494,926,906Net Investment (Loss) Income(9,614,184)19,509,956Interest Income From Notes Receivable from Participants91,96582,734ContributionsParticipants6,703,4525,758,819Employer5,131,5963,749,478Rollovers1,970,625569,572Total Contributions13,805,67310,077,869Total Additions$4,283,454$29,670,559DeductionsBenefits Paid to Participants7,933,7389,816,504Administrative Expenses77219Total Deductions$7,933,815$9,816,723Net (Decrease) Increase(3,650,361)19,853,836Net Assets Available for Benefits, Beginning of Year144,495,330124,641,494Net Assets Available for Benefits, End of Year$140,844,969$144,495,330

















See Notes to Financial Statements





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First Merchants Corporation


Retirement Income and Savings Plan


Notes to Financial Statements


December 31, 2018 and 2017





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|Note 1: | Description of Plan




The following description of First Merchants Corporation Retirement Income and Savings Plan (the Plan) provides only general information.  Participants should refer to the Plan Document and Summary Plan Description for a more complete description of the Plan's provisions, which are available from the Plan Administrator.


General


The Plan is a defined-contribution plan sponsored by First Merchants Corporation (Corporation) for the benefit of all employees who are age 18 or older.  A related employer who also participates in the Plan is First Merchants Bank.  Through the following recent acquisitions, all eligible employees from these acquired banks were permitted to participate in the Plan effective the day following the respective acquisition dates:


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|- | --------------------------------------------------------
|• | Citizens Financial Bank - Acquired on November 12, 2013.

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|- | ----------------------------------------------
|• | Community Bank - Acquired on November 7, 2014.

|  |                                                
|- | -----------------------------------------------
|• | Cooper State Bank - Acquired on April 17, 2015.

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|- | ---------------------------------------------
|• | Ameriana Bank - Acquired on December 31, 2015

|  |                                              
|- | ---------------------------------------------
|• | The Arlington Bank - Acquired on May 19, 2017

|  |                                                
|- | -----------------------------------------------
|• | iAB Financial Bank - Acquired on July 14, 2017.




Through the acquisition of Ameriana Bank, the decision was made to merge the Ameriana 401(k) Plan into the Plan on July 8, 2016.  Cooper State Bank and The Arlington Bank were both participants in a multi-employer Pentegra 401(k) Plan in which participation ceased in that plan on the acquisition date.  Citizens Financial Bank, Community Bank and iAB Financial Bank all had former 401(k) plans which were terminated and distributed.


The Plan is subject to the provisions of the Employee Retirement Income Security Act of 1974 (ERISA).  First Merchants Private Wealth Advisors, a division of First Merchants Bank, is the trustee and record keeper of the Plan.  First Merchants, as custodian, employs Fidelity to hold the majority of the Plan's assets on its behalf.


Contributions


The Plan permits eligible employees, through a salary deferral election, to contribute up to 75% of eligible compensation, not to exceed the maximum annual limit allowed by law.  Employee rollover contributions are also permitted.  The Plan also accepts Roth elective deferrals made on behalf of participants. Catch-up contributions are also available for participants in the year in which they turn 50 years of age.








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First Merchants Corporation


Retirement Income and Savings Plan


Notes to Financial Statements


December 31, 2018 and 2017





Prior to March 1, 2005, the Corporation made matching contributions of its employees' salary deferral amounts of 25% of the first 5% of employees' eligible compensation for all participating employees. After March 1, 2005, the matching contribution described above was the only type of employer contribution granted to grandfathered pension plan participants who were at least age 55 and credited with at least ten years of service on February 28, 2005.  Effective January 1, 2013, the structure of the matching contribution for grandfathered participants was changed to the same match structure as all other active employees as described below. The remaining participants could receive two different types of employer contributions.  The Corporation's contributions are as follows:


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|- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|• | Retirement Security Contribution (RSC):  Effective January 1, 2013, the plan was amended to replace the previous service weighted contribution structure, which allowed for an employer contribution range from 2% to 7% of pay based on years of continuous service, to a non-elective 2% of pay annual contribution.  The participant must have 1,000 hours of service and be employed at the end of the Plan year.  Any employee who is hired or rehired after January 1, 2010 is not eligible for the Retirement Security Contribution.




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|- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|• | Matching contributions:  Effective January 1, 2013, the plan was amended to change the match structure to increase the employer match to a maximum of 4.5% of employees' eligible compensation. The matching employer contribution increased from 50% of the first 6% of employees' eligible compensation, to 100% of the first 3% of employees’ eligible compensation plus 50% of contributions that exceed 3% but are less than 6% of eligible compensation for all participating employees.




The end of year requirement does not apply for participants who have terminated due to normal retirement age, death, or disability.  Prior to January 1, 2010, the end of year requirement did not apply for participants who terminated due to early retirement age, which was defined as age 55 and greater than five years of service. Effective January 1, 2010, there is no longer an early retirement provision under the Plan.  Normal retirement is defined as age 65 if you are a participant in the Plan at March 1, 2005.  If you became a participant in the Plan after March 1, 2005, then the normal retirement date is the later of age 65 or the 5th anniversary of your earliest participation date. Prior to January 1, 2010, the entry date for retirement security and transition contributions was March 1, 2005, and each subsequent January 1. Effective January 1, 2010, any employee who is hired or rehired after January 1, 2010 is not eligible for the retirement security contribution.


The Plan Document also includes an automatic deferral feature whereby a participant will automatically be set up to defer 3% of eligible compensation on their third pay, unless the participant made an affirmative election otherwise.  Contributions are subject to certain limitations.


The Corporation provided a special employer contribution during 2018 for all active participants in the Plan as of December 15, 2018.  Full time employees, those working greater than 35 hours, received a $500 contribution and part-time employees received a $200 contribution.


Participant Investment Account Options


Investment account options available include various funds as well as Corporation common stock.  Each participant has the option of directing his contributions into any of the separate investment accounts and may change the allocation daily.  Allocations to the Corporation's common stock are generally limited to 25% of the applicable account balance.











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First Merchants Corporation


Retirement Income and Savings Plan


Notes to Financial Statements


December 31, 2018 and 2017





Participant Accounts


Each participant's account is credited with the participant's contribution, the Corporation's contribution and Plan earnings.  Allocations of Plan earnings are based on participant account balances, as defined.  The benefit to which a participant is entitled is the benefit that can be provided from the participant's vested account.


Vesting


Participants are immediately vested in their voluntary contributions and rollover contribution accounts plus earnings thereon.  Vesting in the Corporation's matching contribution portion of their accounts plus earnings thereon is based on years of credited service.  A participant is fully vested in the matching contribution portion of their account after five years of credited service.  Effective January 1, 2016, for acquired participants, predecessor employer service will be based on years of continuous service, The vesting in the retirement security contribution portion of their account plus earnings is 100% after three years of credited service and vesting in the transition contribution portion of their account plus earnings is immediate since all eligible participants have at least ten years of service.  Former Ameriana 401(k) Plan participants are 100% vested in all former Ameriana 401(k) Plan contributions transferred to the Plan in 2016. The nonvested balance is forfeited upon termination of service.  Forfeitures are used to reduce the Corporation's contribution or to pay reasonable administrative expenses of the Plan.


Payment of Benefits


Upon termination of service, participants may elect to receive a lump-sum amount or installments equal to the value of their accounts.  Withdrawals other than for termination are permitted under certain circumstances provided by the Plan. Plan assets may include amounts allocated to accounts of terminated or retired participants who have elected to withdraw from the Plan but have not yet been paid.


Forfeited Accounts


At December 31, 2018 and 2017, there was no unused forfeited nonvested account balance. These accounts will be used to reduce future employer contributions. Also, in 2018 and 2017, employer contributions were reduced by approximately $216,000 and $194,000, respectively, from forfeited nonvested accounts.


Notes Receivable From Participants


Effective January 1, 2010, the Plan Document includes provisions authorizing loans from the Plan to active eligible participants. The minimum amount of a loan shall be $1,000. The maximum amount of a participant's loans is determined by the available loan balance restricted to the lesser of $50,000 or 50% of the participant's vested account balance. All loans are covered by demand notes and are repayable over a period not to exceed five years through payroll withholdings unless the participant is paying the loan in full. Interest on the loans is based on local prevailing rates as determined by the Plan Administrator.


Notes receivable from participants are measured at their unpaid principal balance plus any accrued but unpaid interest. Delinquent notes receivable from participants are reclassified as benefits paid based upon the terms of the Plan Document.











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First Merchants Corporation


Retirement Income and Savings Plan


Notes to Financial Statements


December 31, 2018 and 2017





Plan Termination


Although it has not expressed any intent to do so, the Corporation has the right under the Plan to discontinue its contributions at any time and to terminate the Plan subject to the provisions of ERISA.  In the event of Plan termination, participants will become 100% vested in their accounts.





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|Note 2: | Summary of Significant Accounting Policies

Basis of Accounting


The accompanying financial statements are prepared on the accrual method of accounting.


Use of Estimates


The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of net assets and changes in net assets available for benefits.  Actual results could differ from those estimates.


Valuation of Investments and Income Recognition


Quoted market prices, if available, are used to value investments. Mutual funds are valued at the net asset value of shares held by the Plan at year end. Prior to the sale during 2018 of the Plan's interest in the collective investment fund (Federated Capital Preservation Fund), this fund was also valued at the net asset value of shares held by the Plan at year end. Investment in the Corporation's common stock is valued at the quoted market price on the last business day of the plan year.  The collective investment fund invested in investments that pursue multiple strategies to exceed the performance of certain industrial averages.  The funds invested in money market mutual funds and guaranteed investment contracts.  The net asset value of the fund is determined as of the end of each month utilizing the values of the underlying assets.  The fund provided daily liquidity at contract value for any participant withdrawing and transferring funds.


Purchases and sales of securities are recorded on a trade-date basis. Interest income is recorded on the accrual basis. Dividends are recorded on the ex-dividend date. Net appreciation (depreciation) includes the Plan's gains and losses on investments bought and sold as well as held during the year.


Plan Tax Status


The Plan obtained its latest determination letter on May 28, 2014, in which the Internal Revenue Service stated that the Plan and related trust, as then designed, were in compliance with the applicable requirements of the Internal Revenue Code (IRC) and therefore not subject to tax. Although the Plan has been amended since receiving the determination letter, the Plan Administrator and the Plan’s tax counsel believe that the Plan is designed, and is currently being operated, in compliance with the applicable requirements of the IRC and, therefore, believe that the Plan is qualified, and the related trust is tax exempt.


Payment of Benefits


Benefit payments to participants are recorded upon distribution.











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First Merchants Corporation


Retirement Income and Savings Plan


Notes to Financial Statements


December 31, 2018 and 2017





Administrative Expenses


Administrative expenses may be paid by the Corporation or the Plan, at the Corporation's discretion.





|        |                                                       
|------- | ------------------------------------------------------
|Note 3: | Disclosures About Fair Value of Assets and Liabilities




Fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. Fair value measurements must maximize the use of observable inputs and minimize the use of unobservable inputs. There is a hierarchy of three levels of inputs that may be used to measure fair value:





|        |                                                                    
|------- | -------------------------------------------------------------------
|Level 1 | Quoted prices in active markets for identical assets or liabilities

|        |                                                                                                                                                                                                                                                                                                      
|------- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|Level 2 | Observable inputs other than Level 1 prices, such as quoted prices for similar assets or liabilities; quoted prices in markets that are not active; or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities

|        |                                                                                                                                               
|------- | ----------------------------------------------------------------------------------------------------------------------------------------------
|Level 3 | Unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets or liabilities

Following is a description of the valuation methodologies used for assets measured at fair value on a recurring basis and recognized in the accompanying statements of net assets available for benefits, as well as the general classification of such assets and liabilities pursuant to the valuation hierarchy.  There have been no significant changes in the valuation techniques during the year ended December 31, 2018. The Plan has no liabilities measured on a recurring basis and has no assets or liabilities measured at fair value on a nonrecurring basis.


Investments


Where quoted market prices are available in an active market, securities are classified within Level 1 of the valuation hierarchy. Level 1 securities include common stock, mutual funds and money market funds. 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. There are no Level 2 securities held by the Plan.  In certain cases where Level 1 or Level 2 inputs are not available, securities are classified within Level 3 of the hierarchy. There are no Level 3 securities held by the Plan.











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First Merchants Corporation


Retirement Income and Savings Plan


Notes to Financial Statements


December 31, 2018 and 2017





The following tables presents the fair value measurements of assets recognized in the accompanying statement of net assets available for benefits measured at fair value on a recurring basis and the level within the fair value hierarchy in which the fair value measurements fall at December 31, 2018 and 2017:


2018Fair Value Measurements UsingQuoted Pricesin ActiveSignificantMarkets forOtherSignificantIdenticalObservableUnobservableFairAssetsInputsInputsValue(Level 1)(Level 2)(Level 3)Common Stock$8,137,857$8,137,857Mutual Funds115,420,947115,420,947Money Market Fund13,235,24513,235,245Investments in the Fair Value Hierarchy$136,794,049$136,794,049








2017Fair Value Measurements UsingQuoted Pricesin ActiveSignificantMarkets forOtherSignificantIdenticalObservableUnobservableFairAssetsInputsInputsValue(Level 1)(Level 2)(Level 3)Common Stock$9,819,243$9,819,243Mutual Funds118,326,737118,326,737Money Market Fund7,477,6507,477,650Investments in the Fair Value Hierarchy$135,623,630$135,623,630Investment measured at net asset value (A)5,062,796Investments at Fair Value$140,686,426$135,623,630A)  In accordance with Subtopic 820-10, certain investments that were measured at net asset value per share (or its equivalent) have not been classified in the fair value hierarchy.  The fair value amounts presented in this table are intended to permit reconciliation of the fair value hierarchy to the line items presented in the statement of net assets available for benefits.








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First Merchants Corporation


Retirement Income and Savings Plan


Notes to Financial Statements


December 31, 2018 and 2017





Investments Measured Using the Net Asset Value per Share Practical Expedient


The following table summarized investments for which fair value was measured using the net asset value per share practical expedient as of December 31, 2017.  There were no participant redemption restrictions for these investments; the redemption notice period was applicable only to the Plan.


December 31, 2017Fair ValueUnfunded CommitmentsRedemption FrequencyRedemption Notice PeriodCollective Investment Fund$5,062,796$0DailyNone





|        |                               
|------- | ------------------------------
|Note 4: | Party-in-Interest Transactions




Party-in-interest transactions include those with fiduciaries or employees of the Plan, any person who provides services to the Plan, an employer whose employees are covered by the Plan, an employee organization whose members are covered by the Plan, a person who owns 50 percent or more of such an employer or employee association, or relatives of such persons.


First Merchants Private Wealth Advisors provides trustee and record keeping services at no cost to the Plan.


The Plan received investment fee rebates of $52,323 and $55,724 during 2018 and 2017, respectively, from mutual fund providers. Individually nonmaterial expenses paid to parties-in-interest aggregated $77 for 2018 and $219 for 2017.  The Company provides certain administrative services at no cost to the Plan.








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First Merchants Corporation


Retirement Income and Savings Plan


Notes to Financial Statements


December 31, 2018 and 2017








The Plan invests in First Merchants Corporation common stock.  Activity at fair value was as follows:





First MerchantsCorporationCommon StockBalance at January 1, 2017$9,892,650Total unrealized gain included in net increase innet assets available for benefits191,263Total realized gain included in net increase innet assets available for benefits902,346Purchases604,581Settlements(1,771,597)Balance at December 31, 20179,819,243Total unrealized loss included in net increase innet assets available for benefits(2,080,373)Total realized gain included in net increase innet assets available for benefits257,948Purchases623,796Settlements(482,757)Balance at December 31, 2018$8,137,857











Risks and Uncertainties





The Plan invests in various investment securities. Investment securities are exposed to various risks such as interest rate, market and credit risks. Due to the level of risk associated with certain investment securities, it is at least reasonably possible that changes in the values of investment securities will occur in the near term and that such changes could materially affect the participants' account balances and the amounts reported in the statements of net assets available for benefits.








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Supplemental Schedule








13


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First Merchants Corporation


Retirement Income and Savings Plan


Employer Identification Number: 35-1544218     Plan Number: 002


Schedule H, Line 4i - Schedule of Assets (Held at End of Year)


December 31, 2018








(c)(a)(b)Description ofIdentity of Issue,Investment(e)Borrower, Lessor orIncluding Par orCurrentSimilar PartyMaturity ValueValueCommon Stock*First Merchants Corporation237,463shares$8,137,857Mutual FundsAmerican Capital World Bond Fund35,079shares675,276American Europacific Growth Fund41,118shares1,849,899Columbia High Yield Bond Fund866,601shares2,331,158Dodge & Cox International Fund43,559shares1,607,766Federated SH-Interm Total Return Bond Fund91,949shares930,520Federated Total Return Bond461,295shares4,815,923Fidelity Contra Fund885,612shares9,750,590MFS International Discovery Fund37,120shares1,078,720Nuveen Mid Cap Growth Fund78,170shares2,654,663Nuveen Real Estate Fund100,310shares1,838,689T Rowe Price Emerging Markets Fund19,528shares731,718T Rowe Price Dividend Growth Fund138,313shares5,735,835Vanguard 500 Index Fund34,677shares8,025,683Vanguard Balanced Index AD26,051shares859,417Vanguard High Div Yield Ind Fund29,058shares897,305Vanguard International Growth Admiral18,096shares1,433,552Vanguard Total International Stock Admiral11,734shares297,699Vanguard Mid Cap Index Fund31,295shares5,352,754Vanguard Selected Value189,328shares4,256,102Vanguard Short Term Federal Admiral162,163shares1,710,818Vanguard Short Term Inflation Protected Bond18,009shares432,404Vanguard Small Cap Growth Index Fund47,427shares2,511,243





























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First Merchants Corporation


Retirement Income and Savings Plan


Employer Identification Number: 35-1544218     Plan Number: 002


Schedule H, Line 4i - Schedule of Assets (Held at End of Year)


December 31, 2018











(c)(a)(b)Description ofIdentity of Issue,Investment(e)Borrower, Lessor orIncluding Par orCurrentSimilar PartyMaturity ValueValueMutual Funds (cont.)Vanguard Small Cap Index Admiral58,022shares3,668,761Vanguard Small Cap Value Index Fund67,331shares3,299,890Vanguard Target 2015 Fund208,037shares2,883,388Vanguard Target 2020 Fund142,336shares4,075,068Vanguard Target 2025 Fund423,490shares7,203,557Vanguard Target 2030 Fund294,194shares9,067,060Vanguard Target 2035 Fund286,486shares5,391,665Vanguard Target 2040 Fund130,129shares4,204,480Vanguard Target 2045 Fund140,036shares2,830,136Vanguard Target 2050 Fund61,349shares1,995,072Vanguard Target 2055 Fund41,135shares1,452,061Vanguard Target 2060 Fund23,671shares737,824Vanguard Target 2065 Fund2,115shares41,470Vanguard Target Income Fund115,799shares1,476,438Vanguard Windsor II Fund132,542shares7,316,343115,420,947Money Market FundsFederated Government Obligation Fund9,679,465shares9,679,465Federated U.S. Treasury Cash Fund3,555,780shares3,555,78013,235,245*Participant Loans4.0% - 5.5%, 01/2019 - 12/20232,081,018138,875,067














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SIGNATURES








The Plan . Pursuant to the requirements of the Securities Exchange Act of 1934, the trustees (or other persons who administer the employee benefit plan) have duly caused this annual report to be signed on its behalf by the undersigned hereunto duly authorized.














First Merchants Corporation Retirement Income and Savings Plan








Date: June 6, 2019


/s/ Mark K. Hardwick


Mark K. Hardwick


Executive Vice President,


Chief Financial Officer and Chief Operating Officer











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