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f8k4Q2014earningsrelease

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d) OF THE

SECURITIES EXCHANGE ACT OF 1934

DATE OF REPORT (Date of earliest event reported): January 27, 2015

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 incorporation)	(IRS Employer Identification No.)

200 East Jackson Street

P.O. Box 792

Muncie, IN 47305-2814

(Address of principal executive offices, including zip code)

(765) 747-1500

(Registrant's telephone number, including area code)

Not Applicable

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

ITEM 2.02 RESULTS OF OPERATIONS AND FINANCIAL CONDITION.

On January 27, 2015 First Merchants Corporation issued a press release to report its financial results for the fourth quarter ended December 31, 2014. A copy of the press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K.

The information in this Current Report on Form 8-K, including Exhibit No. 99.1 hereto, shall not be deemed "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to liability of that section. The information in this Current Report shall not be incorporated by reference into any filing or other document pursuant to the Securities Act of 1933, as amended, except as shall be expressly set forth by specific reference in such filing or document.

ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS.

(a) Not applicable.

(b) Not applicable.

Exhibit 99.1 Press Release, dated January 27, 2015, issued by First Merchants Corporation

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 hereunto duly authorized.

First Merchants Corporation

(Registrant)

By: /s/ Mark K. Hardwick

Mark K. Hardwick

Executive Vice President and Chief Financial Officer

(Principal Financial and Principal Accounting Officer)

Dated: January 27, 2015

EXHIBIT INDEX


Exhibit No.	Description


99.1	Press Release, dated January 27, 2015, issued by First Merchants Corporation

4Q14 Earnings Release

N / E / W / S R / E / L / E / A / S / E

January 27, 2015

FOR IMMEDIATE RELEASE

For more information, contact:

David L. Ortega, First Vice President/Director of Investor Relations

765-378-8937

http://www.firstmerchants.com

SOURCE: First Merchants Corporation, Muncie, Indiana

FIRST MERCHANTS CORPORATION ANNOUNCES RECORD 2014 NET INCOME

First Merchants Corporation (NASDAQ - FRME) has recorded 2014 record net income of $60.2 million, an increase of $18 million over 2013 net income of $42.2 million. Earnings per share totaled $1.65, an increase of $.24 and 17 percent over 2013 earnings per share of $1.41.

Net income in the 4^th quarter of 2014 totaled $15.3 million compared to $11.2 million in the 4^th quarter of 2013. Earnings per share for the 4^th quarter of 2014 increased by 21 percent totaling $.41, compared to $.34 per share in the 4^th quarter of 2013.

Michael C. Rechin, President and Chief Executive Officer, stated, “Our 4^th quarter results capped off a very productive and profitable 2014 for First Merchants. Our goal is to improve operating leverage independent of the interest rate environment. Our 2014 results evidence our commitment to execute on organic growth while adding franchise additive acquisitions. During 2014, we fully incorporated Citizens Financial Bank and its attractive marketplace into our company. In 2015, we expect similar strong results through the integration of Community Bank of Noblesville, having closed the transaction in November 2014. The recent announcing of the agreement to acquire Cooper State Bank in Columbus, Ohio, complements our prior acquisitions in fortifying our best growth markets. Our management is focused on achieving additional prudent growth and our overall 2015 plan.”

Total assets equaled $5.8 billion as of year-end and total loans were $3.9 billion, an increase of $292 million, or 8 percent over the same period in 2013. Of the increase, $147 million was the result of organic growth and $145 million resulted from the acquisition of Community Bank of Noblesville in November of 2014. Total deposits equaled $4.6 billion as of year-end and increased by $409 million or 9.7 percent as Community Bank of Noblesville accounted for $228 million. Borrowings declined by $111 million during the year and tangible equity increased by $77 million or 17.6 percent. Tangible book value per share increased by $1.48, or 12.2 percent, to $13.65 per share as of year-end 2014 up from $12.17 as of year-end 2013.

Net-interest income totaled $187 million in 2014 and net-interest margin totaled 3.91 percent as yields on earning assets totaled 4.35 percent offset by the cost of supporting liabilities which totaled .44 percent. When normalized for fair value accretion income of $8.9 million in 2014 and $2.2 million in 2013, net interest margin totaled 3.73 percent in 2014 compared to 3.94 percent in 2013.

Non-interest income totaled $65.7 million in 2014 compared to $54.8 million in 2013. Non-interest expense totaled $168.6 million in 2014 compared to $143.2 million in 2013. The significant variances in both non-interest income and non-interest expenses are primarily due to the acquisition of Citizens Financial Bank in November of 2013.

Provision expense totaled $2.6 million in 2014 and net charge-offs totaled $6.5 million. In 2013, provision expense totaled $6.6 million and net charge-offs totaled $8.1 million. The December 31, 2014 allowance for loan losses totaled $64 million and our remaining fair value mark totals $43.2 million including $8.8 million related to Community Bank of Noblesville loans. The December 31, 2013 allowance for loan losses totaled $67.9 million and our remaining fair value mark totaled $46.1 million. Non-performing assets declined from $81.7 million in 2013 to $70.1 million including the fourth quarter addition of $12.4 million related to Community Bank of Noblesville.

As of December 31, 2014, the Corporation's total risk-based capital equaled 15.34 percent, Tier 1 common risk-based capital equaled 12.63 percent and tangible common equity ratio totaled 9.16 percent.

CONFERENCE CALL

First Merchants Corporation will conduct a fourth quarter earnings conference call and web cast at 2:30 p.m. (ET) on Tuesday, January 27, 2015.

To participate, dial (Toll Free) 877-507-0578 and reference First Merchants Corporation's fourth quarter earnings release. International callers please call +1 412-317-1073. A replay of the call will be available until January 27, 2016. To access a replay of the call, US participants should dial (Toll Free) 877-344-7529 or for International participants, dial +1 412-317-0088. The replay passcode is 10058411.

In order to view the web cast and presentation slides, please go to http://services.choruscall.com/links/frme150127.html during the time of the call.

During the call, Forward-Looking Statements about the relative business outlook may be made. These Forward-Looking Statements and all other statements made during the call that do not concern historical facts, are subject to risks and uncertainties that may materially affect actual results.

Specific Forward-Looking Statements include, but are not limited to, any indications regarding the Financial Services industry, the economy and future growth of the balance sheet or income statement.

Detailed financial results are reported on the attached pages.

About First Merchants Corporation

First Merchants Corporation is a financial holding company headquartered in Muncie, Indiana. The Corporation is comprised of First Merchants Bank, N.A., which also operates as Lafayette Bank & Trust, Commerce National Bank, and First Merchants Trust Company as divisions of First Merchants Bank, N.A. First Merchants Corporation also operates First Merchants Insurance Group, a full-service property casualty, personal lines, and healthcare insurance agency.

First Merchants Corporation’s common stock is traded on the NASDAQ Global Select Market System under the symbol FRME. Quotations are carried in daily newspapers and can be found on the company’s Internet web page (http://www.firstmerchants.com).

FIRST MERCHANTS and the Shield Logo are federally registered trademarks of First Merchants Corporation.

* * * *



CONSOLIDATED BALANCE SHEETS
(Dollars In Thousands)	December 31,
	2014			2013
ASSETS
Cash and cash equivalents	$	118,616		$	109,434
Interest-bearing time deposits	47,520			55,069
Investment securities	1,180,631			1,095,579
Loans held for sale	7,235			5,331
Loans	3,924,865			3,632,409
Less: Allowance for loan losses	(63,964		)	(67,870		)
Net loans	3,860,901			3,564,539
Premises and equipment	77,691			74,454
Federal Reserve and Federal Home Loan Bank stock	41,353			38,990
Interest receivable	19,984			18,672
Core deposit intangibles and goodwill	218,755			202,766
Cash surrender value of life insurance	169,424			164,571
Other real estate owned	19,293			22,246
Tax asset, deferred and receivable	41,960			56,614
Other assets	20,764			28,997
TOTAL ASSETS	$	5,824,127		$	5,437,262
LIABILITIES
Deposits:
Noninterest-bearing	$	1,070,859		$	930,772
Interest-bearing	3,569,835			3,300,696
Total Deposits	4,640,694			4,231,468
Borrowings:
Federal funds purchased	15,381			125,645
Securities sold under repurchase agreements	124,539			148,672
Federal Home Loan Bank advances	145,264			122,140
Subordinated debentures and term loans	126,810			126,807
Total Borrowings	411,994			523,264
Interest payable	3,201			1,771
Other liabilities	41,411			45,836
Total Liabilities	5,097,300			4,802,339
STOCKHOLDERS' EQUITY
Cumulative Preferred Stock, $1,000 par value, $1,000 liquidation value:
Authorized -- 600 shares
Issued and outstanding - 125 shares	125			125
Common Stock, $.125 stated value:
Authorized -- 50,000,000 shares
Issued and outstanding - 37,669,948 and 35,921,761 shares	4,709			4,490
Additional paid-in capital	431,220			393,783
Retained earnings	292,403			242,935
Accumulated other comprehensive loss	(1,630		)	(6,410		)
Total Stockholders' Equity	726,827			634,923
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY	$	5,824,127		$	5,437,262



CONSOLIDATED STATEMENTS OF INCOME	Three Months Ended					Twelve Months Ended
(Dollars In Thousands, Except Per Share Amounts)	December 31,					December 31,
	2014		2013			2014		2013
INTEREST INCOME
Loans receivable:
Taxable	$	43,710	$	38,027		$	172,039	$	142,752
Tax-exempt	147		78			327		393
Investment securities:
Taxable	4,980		4,143			19,882		15,214
Tax-exempt	3,692		3,020			14,383		10,829
Deposits with financial institutions	48		59			124		158
Federal Reserve and Federal Home Loan Bank stock	476		380			2,124		1,488
Total Interest Income	53,053		45,707			208,879		170,834
INTEREST EXPENSE
Deposits	3,402		2,350			11,678		10,053
Federal funds purchased	3		18			177		102
Securities sold under repurchase agreements	72		193			529		787
Federal Home Loan Bank advances	750		669			2,842		2,096
Subordinated debentures and term loans	1,666		1,342			6,616		3,531
Total Interest Expense	5,893		4,572			21,842		16,569
NET INTEREST INCOME	47,160		41,135			187,037		154,265
Provision for loan losses	960		1,016			2,560		6,648
NET INTEREST INCOME AFTER PROVISION FOR LOAN LOSSES	46,200		40,119			184,477		147,617
OTHER INCOME
Service charges on deposit accounts	3,979		3,639			15,747		12,400
Fiduciary activities	2,242		2,237			8,966		8,594
Other customer fees	3,926		3,371			15,699		11,866
Commission income	1,534		1,585			7,411		7,141
Earnings on cash surrender value of life insurance	734		692			3,659		2,613
Net gains and fees on sales of loans	1,559		1,003			4,899		7,511
Net realized gains on sales of available for sale securities	1,246					3,581		487
Other income	1,034		2,546			5,705		4,197
Total Other Income	16,254		15,073			65,667		54,809
OTHER EXPENSES
Salaries and employee benefits	23,595		23,470			96,499		85,413
Net occupancy	3,288		2,992			13,831		10,291
Equipment	2,315		2,369			9,337		7,737
Marketing	836		675			3,464		2,236
Outside data processing fees	1,592		1,205			7,315		5,591
Printing and office supplies	364		378			1,565		1,340
Core deposit amortization	669		496			2,445		1,649
FDIC assessments	895		767			3,738		2,862
Other real estate owned and foreclosure expenses	1,055		1,668			8,043		6,661
Professional and other outside services	3,633		3,361			8,116		8,297
Other expenses	3,435		3,177			14,239		11,142
Total Other Expenses	41,677		40,558			168,592		143,219
INCOME BEFORE INCOME TAX	20,777		14,634			81,552		59,207
Income tax expense	5,517		3,187			21,390		14,677
NET INCOME	15,260		11,447			60,162		44,530
Preferred stock dividends			(241		)			(2,380		)
NET INCOME AVAILABLE TO COMMON STOCKHOLDERS	$	15,260	$	11,206		$	60,162	$	42,150
Per Share Data:
Basic Net Income Available to Common Stockholders	$	0.41	$	0.34		$	1.66	$	1.42
Diluted Net Income Available to Common Stockholders	$	0.41	$	0.34		$	1.65	$	1.41
Cash Dividends Paid	$	0.08	$	0.05		$	0.29	$	0.18
Average Diluted Shares Outstanding (in thousands)	37,323		32,913			36,555		30,008



FINANCIAL HIGHLIGHTS
(Dollars in thousands)	Three Months Ended						Twelve Months Ended
	December 31,						December 31,
	2014			2013			2014			2013
NET CHARGE OFF'S	$	2,592		$	(630	)	$	6,466		$	8,144

AVERAGE BALANCES:
Total Assets	$	5,782,257		$	4,950,274		$	5,571,354		$	4,455,411
Total Loans	3,867,009			3,292,993			3,730,080			3,008,555
Total Earning Assets	5,175,943			4,409,496			4,985,338			4,017,247
Total Deposits	4,582,944			3,860,452			4,363,955			3,465,640
Total Stockholders' Equity	713,533			576,157			675,295			540,255

FINANCIAL RATIOS:
Return on Average Assets	1.06		%	0.91		%	1.08		%	0.95		%
Return on Average Stockholders' Equity	8.55			7.78			8.91			7.80
Return on Average Common Stockholders' Equity	8.56			8.05			8.91			8.55
Average Earning Assets to Average Assets	89.51			89.08			89.48			90.17
Allowance for Loan Losses as % of Total Loans	1.63			1.87			1.63			1.87
Net Charge Off's as % of Average Loans (Annualized)	0.27			(0.08		)	0.17			0.27
Average Stockholders' Equity to Average Assets	12.34			11.64			12.12			12.13
Tax Equivalent Yield on Earning Assets	4.26			4.30			4.35			4.40
Cost of Supporting Liabilities	0.46			0.41			0.44			0.41
Net Interest Margin (FTE) on Earning Assets	3.80			3.89			3.91			3.99
Tangible Book Value Per Share	$	13.65		$	12.17		$	13.65		$	12.17



NON-PERFORMING ASSETS
(Dollars In Thousands)	December 31,			September 30,			June 30,			March 31,			December 31,
	2014			2014			2014			2014			2013
Non-Accrual Loans	$	48,789		$	49,104		$	51,289		$	55,686		$	56,402
Renegotiated Loans	1,992			1,171			1,359			378			3,048
Non-Performing Loans (NPL)	50,781			50,275			52,648			56,064			59,450
Other Real Estate Owned	19,293			14,540			18,621			21,077			22,246
Non-Performing Assets (NPA)	70,074			64,815			71,269			77,141			81,696
90+ Days Delinquent	4,663			831			1,135			1,709			1,350
NPAs & 90 Day Delinquent	$	74,737		$	65,646		$	72,404		$	78,850		$	83,046

Loan Loss Reserve	$	63,964		$	65,596		$	68,367		$	69,583		$	67,870
Quarterly Net Charge-offs	2,592			4,371			1,216			(1,713		)	(630		)
NPAs / Actual Assets %	1.20		%	1.16		%	1.27		%	1.41		%	1.50		%
NPAs & 90 Day / Actual Assets %	1.28		%	1.17		%	1.29		%	1.45		%	1.53		%
NPAs / Actual Loans and OREO %	1.77		%	1.71		%	1.90		%	2.12		%	2.23		%
Loan Loss Reserves / Actual Loans (%)	1.63		%	1.74		%	1.83		%	1.92		%	1.87		%
Net Charge Off's as % of Average Loans (Annualized)	0.27		%	0.47		%	0.13		%	(0.19		)%	(0.08		)%



CONSOLIDATED BALANCE SHEETS
(Dollars In Thousands)	December 31,			September 30,			June 30,			March 31,			December 31,
	2014			2014			2014			2014			2013
ASSETS
Cash and cash equivalents	$	118,616		$	74,237		$	115,891		$	112,920		$	109,434
Interest-bearing time deposits	47,520			24,171			27,856			37,078			55,069
Investment securities	1,180,631			1,189,814			1,214,087			1,149,977			1,095,579
Loans held for sale	7,235			6,423			7,370			6,586			5,331
Loans	3,924,865			3,772,467			3,722,733			3,616,627			3,632,409
Less: Allowance for loan losses	(63,964		)	(65,596		)	(68,367		)	(69,583		)	(67,870		)
Net loans	3,860,901			3,706,871			3,654,366			3,547,044			3,564,539
Premises and equipment	77,691			74,105			74,856			74,847			74,454
Federal Reserve and Federal Home Loan Bank stock	41,353			43,127			43,127			38,990			38,990
Interest receivable	19,984			19,455			18,341			18,001			18,672
Core deposit intangibles and goodwill	218,755			200,991			201,583			202,175			202,766
Cash surrender value of life insurance	169,424			165,423			165,974			165,320			164,571
Other real estate owned	19,293			14,540			18,621			21,077			22,246
Tax asset, deferred and receivable	41,960			41,131			44,622			50,684			56,614
Other assets	20,764			31,095			28,426			28,237			28,997
TOTAL ASSETS	$	5,824,127		$	5,591,383		$	5,615,120		$	5,452,936		$	5,437,262
LIABILITIES
Deposits:
Noninterest-bearing	1,070,859			939,540			917,825			936,741			930,772
Interest-bearing	3,569,835			3,370,583			3,411,785			3,346,438			3,300,696
Total Deposits	4,640,694			4,310,123			4,329,610			4,283,179			4,231,468
Borrowings:
Federal funds purchased	15,381			61,428			100,000			48,357			125,645
Securities sold under repurchase agreements	124,539			117,892			133,137			137,381			148,672
Federal Home Loan Bank advances	145,264			255,423			220,765			170,887			122,140
Subordinated debentures and term loans	126,810			126,874			126,874			127,172			126,807
Total Borrowings	411,994			561,617			580,776			483,797			523,264
Interest payable	3,201			3,819			2,489			3,192			1,771
Other liabilities	41,411			31,271			31,649			30,657			45,836
Total Liabilities	5,097,300			4,906,830			4,944,524			4,800,825			4,802,339
STOCKHOLDERS' EQUITY
Cumulative Preferred Stock, $1,000 par value, $1,000 liquidation value:
Authorized -- 600 shares
Issued and outstanding	125			125			125			125			125
Common Stock, $.125 stated value:
Authorized -- 50,000,000 shares
Issued and outstanding	4,709			4,509			4,507			4,502			4,490
Additional paid-in capital	431,220			395,582			394,774			393,765			393,783
Retained earnings	292,403			280,187			266,980			254,735			242,935
Accumulated other comprehensive income (loss)	(1,630		)	4,150			4,210			(1,016		)	(6,410		)
Total Stockholders' Equity	726,827			684,553			670,596			652,111			634,923
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY	$	5,824,127		$	5,591,383		$	5,615,120		$	5,452,936		$	5,437,262



CONSOLIDATED STATEMENTS OF INCOME
(Dollars In Thousands, Except Per Share Amounts)	December 31,			September 30,			June 30,			March 31,			December 31,
	2014			2014			2014			2014			2013
INTEREST INCOME
Loans receivable:
Taxable	$	43,710		$	43,981		$	42,323		$	42,025		$	38,027
Tax-exempt	147			61			58			61			78
Investment securities:
Taxable	4,980			5,046			5,046			4,810			4,143
Tax-exempt	3,692			3,683			3,570			3,438			3,020
Deposits with financial institutions	48			18			35			23			59
Federal Reserve and Federal Home Loan Bank stock	476			501			495			652			380
Total Interest Income	53,053			53,290			51,527			51,009			45,707
INTEREST EXPENSE
Deposits	3,402			2,853			2,874			2,549			2,350
Federal funds purchased	3			102			23			49			18
Securities sold under repurchase agreements	72			74			187			196			193
Federal Home Loan Bank advances	750			734			676			682			669
Subordinated debentures and term loans	1,666			1,661			1,648			1,641			1,342
Total Interest Expense	5,893			5,424			5,408			5,117			4,572
NET INTEREST INCOME	47,160			47,866			46,119			45,892			41,135
Provision for loan losses	960			1,600									1,016
NET INTEREST INCOME AFTER PROVISION FOR LOAN LOSSES	46,200			46,266			46,119			45,892			40,119
OTHER INCOME
Service charges on deposit accounts	3,979			4,119			4,098			3,551			3,639
Fiduciary activities	2,242			2,152			2,360			2,212			2,237
Other customer fees	3,926			3,991			4,049			3,733			3,371
Commission income	1,534			1,723			1,886			2,268			1,585
Earnings on cash surrender value of life insurance	734			1,524			653			748			692
Net gains and fees on sales of loans	1,559			1,458			1,159			723			1,003
Net realized gains on sales of available for sale securities	1,246			910			844			581
Other income	1,034			2,417			884			1,370			2,546
Total Other Income	16,254			18,294			15,933			15,186			15,073
OTHER EXPENSES
Salaries and employee benefits	23,595			24,173			23,430			25,301			23,470
Net occupancy	3,288			3,401			3,204			3,938			2,992
Equipment	2,315			2,187			2,096			2,739			2,369
Marketing	836			1,070			789			769			675
Outside data processing fees	1,592			1,853			2,039			1,831			1,205
Printing and office supplies	364			350			393			458			378
Core deposit amortization	669			592			592			592			496
FDIC assessments	895			920			863			1,060			767
Other real estate owned and foreclosure expenses	1,055			2,618			2,613			1,757			1,668
Professional and other outside services	3,633			1,573			1,531			1,379			3,361
Other expenses	3,435			3,839			3,700			3,265			3,177
Total Other Expenses	41,677			42,576			41,250			43,089			40,558
INCOME BEFORE INCOME TAX	20,777			21,984			20,802			17,989			14,634
Income tax expense	5,517			5,862			5,642			4,369			3,187
NET INCOME	15,260			16,122			15,160			13,620			11,447
Preferred stock dividends													(241		)
NET INCOME AVAILABLE TO COMMON STOCKHOLDERS	$	15,260		$	16,122		$	15,160		$	13,620		$	11,206

Per Share Data:
Basic Net Income Available to Common Stockholders	$	0.41		$	0.45		$	0.42		$	0.38		$	0.34
Diluted Net Income Available to Common Stockholders	$	0.41		$	0.45		$	0.41		$	0.38		$	0.34
Cash Dividends Paid	$	0.08		$	0.08		$	0.08		$	0.05		$	0.05
Average Diluted Shares Outstanding (in thousands)	37,323			36,329			36,294			36,261			32,913
FINANCIAL RATIOS:
Return on Average Assets	1.06		%	1.16		%	1.10		%	1.01		%	0.91		%
Return on Average Stockholders' Equity	8.55			9.49			9.15			8.45			7.78
Return on Average Common Stockholders' Equity	8.56			9.50			9.15			8.45			8.05
Average Earning Assets to Average Assets	89.51			89.82			89.57			89.00			89.08
Allowance for Loan Losses as % of Total Loans	1.63			1.74			1.83			1.92			1.87
Net Charge Off's as % of Average Loans (Annualized)	0.27			0.47			0.13			(0.19		)	(0.08		)
Average Stockholders' Equity to Average Assets	12.34			12.18			12.00			11.94			11.64
Tax Equivalent Yield on Earning Assets	4.26			4.41			4.33			4.40			4.30
Cost of Supporting Liabilities	0.46			0.43			0.44			0.43			0.41
Net Interest Margin (FTE) on Earning Assets	3.80			3.98			3.89			3.97			3.89
Tangible Book Value Per Share	$	13.65		$	13.53		$	13.14		$	12.63		$	12.17



LOANS
(Dollars In Thousands)	December 31,			September 30,			June 30,			March 31,			December 31,
	2014			2014			2014			2014			2013
Commercial and industrial loans	$	896,688		$	900,970		$	857,844		$	787,390		$	761,705
Agricultural production financing and other loans to farmers	104,927			99,649			102,270			99,226			114,348
Real estate loans:
Construction	207,221			178,213			165,388			155,117			177,082
Commercial and farmland	1,672,661			1,603,698			1,621,436			1,606,735			1,611,809
Residential	647,315			625,609			629,162			626,202			616,385
Home Equity	286,529			269,952			261,811			256,790			255,223
Individuals' loans for household and other personal expenditures	73,400			66,832			61,533			61,742			69,783
Lease financing receivables, net of unearned income	1,106			1,208			1,231			1,378			1,545
Other loans	35,018			26,336			22,058			22,047			24,529
Loans	3,924,865			3,772,467			3,722,733			3,616,627			3,632,409
Allowance for loan losses	(63,964		)	(65,596		)	(68,367		)	(69,583		)	(67,870		)
NET LOANS	$	3,860,901		$	3,706,871		$	3,654,366		$	3,547,044		$	3,564,539



DEPOSITS
(Dollars In Thousands)	December 31,		September 30,		June 30,		March 31,		December 31,
	2014		2014		2014		2014		2013
Demand deposits	$	2,146,492	$	1,947,040	$	2,041,183	$	1,966,895	$	2,018,650
Savings deposits	1,376,707		1,281,994		1,251,277		1,282,702		1,257,994
Certificates and other time deposits of $100,000 or more	260,685		241,163		251,585		265,683		272,660
Other certificates and time deposits	523,010		502,965		534,344		568,160		595,110
Brokered deposits	333,800		336,961		251,221		199,739		87,054
TOTAL DEPOSITS	$	4,640,694	$	4,310,123	$	4,329,610	$	4,283,179	$	4,231,468



NET INTEREST INCOME
(Dollars in Thousands)	For the Three Months Ended
	December 31, 2014							December 31, 2013
	Average Balance			Interest Income / Expense		Average Rate		Average Balance			Interest Income / Expense		Average Rate
Assets:
Interest-bearing time deposits	$	80,901		$	48	0.2	%	$	116,838		$	59	0.2	%
Federal Reserve and Federal Home Loan Bank stock	43,580			476		4.4		36,095			380		4.2
Investment Securities: ⁽¹⁾
Taxable	767,980			4,980		2.6		644,767			4,143		2.6
Tax-Exempt ⁽²⁾	416,473			5,680		5.5		318,803			4,647		5.8
Total Investment Securities	1,184,453			10,660		3.6		963,570			8,790		3.6
Loans held for sale	6,208			129		8.3		5,069			80		6.3
Loans: ⁽³⁾
Commercial	2,993,498			33,882		4.5		2,688,803			30,921		4.6
Real Estate Mortgage	463,465			5,162		4.5		277,085			3,117		4.5
Installment	386,818			4,537		4.7		308,212			3,909		5.1
Tax-Exempt ⁽²⁾	17,020			227		5.3		13,824			120		3.5
Total Loans	3,867,009			43,937		4.5		3,292,993			38,147		4.6
Total Earning Assets	5,175,943			55,121		4.3	%	4,409,496			47,376		4.3	%
Net unrealized gain on securities available for sale	11,864							(92		)
Allowance for loan losses	(65,790		)					(66,949		)
Cash and cash equivalents	98,373							91,122
Premises and equipment	76,594							66,383
Other assets	485,273							450,314
Total Assets	$	5,782,257						$	4,950,274
Liabilities:
Interest-bearing deposits:
Interest-bearing NOW deposits	$	1,080,171		$	282	0.1	%	$	969,929		$	257	0.1	%
Money market deposits	840,852			436		0.2		719,180			376		0.2
Savings deposits	550,687			159		0.1		442,879			130		0.1
Certificates and other time deposits	1,106,324			2,525		0.9		845,420			1,587		0.8
Total Interest-bearing Deposits	3,578,034			3,402		0.4		2,977,408			2,350		0.3
Borrowings	442,088			2,491		2.3		428,136			2,222		2.1
Total Interest-bearing Liabilities	4,020,122			5,893		0.6		3,405,544			4,572		0.5
Noninterest-bearing deposits	1,004,910							883,044
Other liabilities	43,692							85,529
Total Liabilities	5,068,724							4,374,117
Stockholders' Equity	713,533							576,157
Total Liabilities and Stockholders' Equity	$	5,782,257		5,893		0.5		$	4,950,274		4,572		0.4
Net Interest Income				$	49,228						$	42,804
Net Interest Margin						3.8	%						3.9	%


⁽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.
⁽²⁾ Tax-exempt securities and loans are presented on a fully taxable equivalent basis, using a marginal tax rate of 35 percent for 2014 and 2013. These totals equal $2,068 and $1,669 for three months ended December 31, 2014 and 2013, respectively.
⁽³⁾ Non accruing loans have been included in the average balances.



NET INTEREST INCOME
(Dollars in Thousands)	For the Years Ended
	December 31, 2014							December 31, 2013
	Average Balance			Interest Income / Expense		Average Rate		Average Balance			Interest Income / Expense		Average Rate
Assets:
Interest-bearing time deposits	$	53,231		$	124	0.2	%	$	74,964		$	158	0.2	%
Federal Reserve and Federal Home Loan Bank stock	42,142			2,124		5.0		33,620			1,488		4.4
Investment Securities: ⁽¹⁾
Taxable	763,450			19,882		2.6		617,524			15,214		2.5
Tax-Exempt ⁽²⁾	396,435			22,127		5.6		282,584			16,660		5.9
Total Investment Securities	1,159,885			42,009		3.6		900,108			31,874		3.5
Loans held for sale	6,681			485		7.3		16,137			770		4.8
Loans: ⁽³⁾
Commercial	2,919,020			133,567		4.6		2,391,221			113,613		4.8
Real Estate Mortgage	429,384			19,812		4.6		277,520			12,375		4.5
Installment	361,484			18,175		5.0		308,233			15,994		5.2
Tax-Exempt ⁽²⁾	13,511			504		3.7		15,444			605		3.9
Total Loans	3,730,080			172,543		4.6		3,008,555			143,357		4.8
Total Earning Assets	4,985,338			216,800		4.3	%	4,017,247			176,877		4.4	%
Net unrealized gain on securities available for sale	8,921							4,521
Allowance for loan losses	(67,969		)					(68,806		)
Cash and cash equivalents	87,068							73,161
Premises and equipment	75,202							57,228
Other assets	482,794							372,060
Total Assets	$	5,571,354						$	4,455,411
Liabilities:
Interest-bearing deposits:
Interest-bearing NOW deposits	$	1,066,402		$	1,110	0.1	%	$	880,323		$	941	0.1	%
Money market deposits	776,712			1,572		0.2		603,012			1,287		0.2
Savings deposits	533,080			619		0.1		377,106			421		0.1
Certificates and other time deposits	1,042,539			8,377		0.8		807,764			7,404		0.9
Total Interest-bearing Deposits	3,418,733			11,678		0.3		2,668,205			10,053		0.4
Borrowings	492,128			10,164		2.1		400,580			6,516		1.6
Total Interest-bearing Liabilities	3,910,861			21,842		0.6		3,068,785			16,569		0.5
Noninterest-bearing deposits	945,222							797,435
Other liabilities	39,976							48,936
Total Liabilities	4,896,059							3,915,156
Stockholders' Equity	675,295							540,255
Total Liabilities and Stockholders' Equity	$	5,571,354		21,842		0.4		$	4,455,411		16,569		0.4
Net Interest Income				$	194,958						$	160,308
Net Interest Margin						3.9	%						4.0	%


⁽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.
⁽²⁾ Tax-exempt securities and loans are presented on a fully taxable equivalent basis, using a marginal tax rate of 35 percent for 2014 and 2013. These totals equal $7,921 and $6,043 for the years ended December 31, 2014 and 2013, respectively.
⁽³⁾ Non accruing loans have been included in the average balances.