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8-K

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 28, 2016

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 28, 2016 First Merchants Corporation issued a press release to report its financial results for the fourth quarter ended December 31, 2015. 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.

(d) Exhibits.

Exhibit 99.1 Press Release, dated January 28, 2016, 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 28, 2016

EXHIBIT INDEX


Exhibit No.	Description

99.1 Press Release, dated January 28, 2016, issued by First Merchants Corporation

Exhibit

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

January 28, 2016

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 2015 NET INCOME

First Merchants Corporation (NASDAQ - FRME) has recorded 2015 record net income of $65.4 million, an increase of $5.2 million over 2014 net income of $60.2 million. Earnings per share totaled $1.72, an increase of $.07 and 4.2 percent over 2014 earnings per share of $1.65.

Net income in the 4^th quarter of 2015 totaled $14.2 million compared to $15.3 million in the 4^th quarter of 2014. Earnings per share for the 4^th quarter of 2015 declined by $.04 totaling $.37, compared to $.41 per share in the 4^th quarter of 2014. Included in the 4^th quarter 2015 results were $.07 of one-time expenses related to the closing of our Ameriana Bancorp acquisition on December 31, 2015.

Michael C. Rechin, President and Chief Executive Officer, stated, “Our 2015 was very active, productive, and successful. Beyond strong core operating results, our franchise grew through two acquisitions, and we increased our digital banking capacity with a mid-year online banking upgrade providing an enhanced customer experience. We are pleased to have recorded earnings per share of $1.72, after recording $.17 of merger, integration and system conversion expenses during the year.” Rechin also added, “We look forward to completing the Ameriana system conversion on March 11,2016, and proving our progress through reported numbers in the second quarter of 2016.”

Total assets equaled $6.8 billion as of year-end and increased by $937 million, or 16.1 percent, over 2014. Total loans equaled $4.7 billion, an increase of $769 million, or 19.6 percent, over the same period in 2014. Of the loan increase, $339 million, or 9 percent, was the result of organic growth and $430 million, or 11 percent, resulted from the acquisition of Cooper State Bank in Columbus, Ohio in April of 2015 and Ameriana Bank in December of 2015.

Total deposits equaled $5.3 billion as of year-end and increased by $649 million, or 14 percent, as Cooper State Bank accounted for $105 million and Ameriana Bank accounted for $383 million of the growth in 2015. Tangible equity increased by $82.9 million, or 16.1 percent, and tangible book value per share increased by $1.03, or 7.5 percent, to $14.68 per share as of year-end 2015.

Net-interest income totaled $196.4 million in 2015 and net-interest margin totaled 3.80 percent as yields on earning assets totaled 4.25 percent offset by the cost of supporting liabilities which totaled .45 percent. When normalized for fair value accretion income of $8.3 million in 2015, net interest margin totaled 3.65 percent.

Non-interest income totaled $72.5 million in 2015 compared to $66.4 million in 2014. Included in the non-interest income increase was an $8.3 million gain on the sale of First Merchants Insurance Group and a $1.3 million gain on the cancellation of trust preferred debt, which accounted for $.11 of non-recurring income. Non-interest expense totaled $177.5 million in 2015 compared to $168.6 million in 2014. Merger, integration and system conversion expenses totaled $9.8 million dollars or $.17 per share for the year.

Provision expense totaled $417,000 in 2015 and net charge-offs totaled $1.9 million. In 2014, provision expense totaled $2.6 million and net charge-offs totaled $6.5 million. The December 31, 2015 allowance for loan losses totaled $62.5 million and our remaining fair value mark totals $47 million, including $13.6 million related to our 2015 acquisitions. The December 31, 2014 allowance for loan losses totaled $64 million and our remaining fair value mark totaled $43.2 million.

Non-performing assets and 90 days delinquent declined from $74.7 million in 2014 to $51.5 million including the addition of $8.6 million related to 2015 acquisitions.

As of December 31, 2015, the Corporation's total risk-based capital equaled 14.94 percent, common equity tier 1 risk-based capital equaled 11.49 percent and tangible common equity ratio totaled 9.17 percent.

CONFERENCE CALL

First Merchants Corporation will conduct a fourth quarter earnings conference call and web cast at 2:30 p.m. (ET) on Thursday, January 28, 2016.

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 February 28, 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 10078427.

In order to view the web cast and presentation slides, please go to http://services.choruscall.com/links/frme160128.html during the time of the call. A replay of the web cast will be available until January 28, 2017.

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 and First Merchants Trust Company as divisions of First Merchants Bank, N.A.

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,
	2015			2014
ASSETS
Cash and cash equivalents	$	102,170		$	118,616
Interest-bearing time deposits	32,315			47,520
Investment securities	1,276,999			1,180,631
Loans held for sale	9,894			7,235
Loans	4,693,822			3,924,865
Less: Allowance for loan losses	(62,453		)	(63,964		)
Net loans	4,631,369			3,860,901
Premises and equipment	97,648			77,691
Federal Reserve and Federal Home Loan Bank stock	37,633			41,353
Interest receivable	24,415			19,984
Core deposit intangibles and goodwill	259,764			218,755
Cash surrender value of life insurance	200,539			169,424
Other real estate owned	17,257			19,293
Tax asset, deferred and receivable	46,977			41,960
Other assets	24,023			20,764
TOTAL ASSETS	$	6,761,003		$	5,824,127
LIABILITIES
Deposits:
Noninterest-bearing	$	1,266,027		$	1,070,859
Interest-bearing	4,023,620			3,569,835
Total Deposits	5,289,647			4,640,694
Borrowings:
Federal funds purchased	49,721			15,381
Securities sold under repurchase agreements	155,325			124,539
Federal Home Loan Bank advances	235,652			145,264
Subordinated debentures and term loans	127,846			126,810
Total Borrowings	568,544			411,994
Interest payable	3,092			3,201
Other liabilities	49,211			41,411
Total Liabilities	5,910,494			5,097,300
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 - 40,664,259 and 37,669,948 shares	5,083			4,709
Additional paid-in capital	504,530			431,220
Retained earnings	342,133			292,403
Accumulated other comprehensive loss	(1,362		)	(1,630		)
Total Stockholders' Equity	850,509			726,827
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY	$	6,761,003		$	5,824,127



CONSOLIDATED STATEMENTS OF INCOME	Three Months Ended				Twelve Months Ended
(Dollars In Thousands, Except Per Share Amounts)	December 31,				December 31,
	2015		2014		2015		2014
INTEREST INCOME
Loans receivable:
Taxable	$	45,897	$	43,710	$	180,805	$	172,039
Tax-exempt	1,285		147		3,459		327
Investment securities:
Taxable	4,363		4,980		17,885		19,882
Tax-exempt	4,444		3,692		16,922		14,383
Deposits with financial institutions	67		48		160		124
Federal Reserve and Federal Home Loan Bank stock	458		476		1,967		2,124
Total Interest Income	56,514		53,053		221,198		208,879
INTEREST EXPENSE
Deposits	3,938		3,402		14,855		11,678
Federal funds purchased	5		3		74		177
Securities sold under repurchase agreements	104		72		368		529
Federal Home Loan Bank advances	728		750		2,836		2,842
Subordinated debentures and term loans	1,665		1,666		6,661		6,616
Total Interest Expense	6,440		5,893		24,794		21,842
NET INTEREST INCOME	50,074		47,160		196,404		187,037
Provision for loan losses			960		417		2,560
NET INTEREST INCOME AFTER PROVISION FOR LOAN LOSSES	50,074		46,200		195,987		184,477
OTHER INCOME
Service charges on deposit accounts	4,118		3,979		16,201		15,747
Fiduciary activities	2,138		2,242		9,196		8,966
Other customer fees	4,534		3,926		16,959		15,699
Commission income			1,534		4,147		7,411
Earnings on cash surrender value of life insurance	822		734		2,919		3,659
Net gains and fees on sales of loans	1,308		1,559		6,483		4,899
Net realized gains (losses) on sales of available for sale securities	623		1,246		2,670		3,581
Gain on sale of insurance subsidiary					8,265
Other income	1,224		1,155		5,691		6,438
Total Other Income	14,767		16,375		72,531		66,400
OTHER EXPENSES
Salaries and employee benefits	25,796		23,595		101,908		96,499
Net occupancy	3,649		3,288		14,668		13,831
Equipment	2,683		2,315		10,787		9,337
Marketing	915		836		3,493		3,464
Outside data processing fees	1,632		1,592		7,109		7,315
Printing and office supplies	343		364		1,353		1,565
Core deposit amortization	692		669		2,835		2,445
FDIC assessments	939		895		3,655		3,738
Other real estate owned and foreclosure expenses	1,701		1,055		6,137		8,043
Professional and other outside services	3,544		3,633		9,855		8,116
Other expenses	4,352		3,435		15,669		14,239
Total Other Expenses	46,246		41,677		177,469		168,592
INCOME BEFORE INCOME TAX	18,595		20,898		91,049		82,285
Income tax expense	4,418		5,638		25,665		22,123
NET INCOME AVAILABLE TO COMMON STOCKHOLDERS	$	14,177	$	15,260	$	65,384	$	60,162
Per Share Data:
Basic Net Income Available to Common Stockholders	$	0.37	$	0.41	$	1.73	$	1.66
Diluted Net Income Available to Common Stockholders	$	0.37	$	0.41	$	1.72	$	1.65
Cash Dividends Paid	$	0.11	$	0.08	$	0.41	$	0.29
Average Diluted Shares Outstanding (in thousands)	38,191		37,323		38,088		36,555



FINANCIAL HIGHLIGHTS
(Dollars in thousands)	Three Months Ended						Twelve Months Ended
	December 31,						December 31,
	2015			2014			2015			2014
NET CHARGE OFF'S	$	408		$	2,592		$	1,928		$	6,466

AVERAGE BALANCES:
Total Assets	$	6,301,222		$	5,782,257		$	6,085,687		$	5,571,354
Total Loans	4,351,621			3,867,009			4,179,839			3,730,080
Total Earning Assets	5,678,050			5,175,943			5,464,829			4,985,338
Total Deposits	4,994,624			4,582,944			4,806,503			4,363,955
Total Stockholders' Equity	774,560			713,533			753,724			675,295

FINANCIAL RATIOS:
Return on Average Assets	0.90		%	1.06		%	1.07		%	1.08		%
Return on Average Stockholders' Equity	7.32			8.55			8.67			8.91
Return on Average Common Stockholders' Equity	7.32			8.56			8.68			8.91
Average Earning Assets to Average Assets	90.11			89.51			89.80			89.48
Allowance for Loan Losses as % of Total Loans	1.33			1.63			1.33			1.63
Net Charge Off's as % of Average Loans (Annualized)	0.04			0.27			0.05			0.17
Average Stockholders' Equity to Average Assets	12.29			12.34			12.39			12.12
Tax Equivalent Yield on Earning Assets	4.20			4.26			4.25			4.35
Cost of Supporting Liabilities	0.45			0.46			0.45			0.44
Net Interest Margin (FTE) on Earning Assets	3.75			3.80			3.80			3.91
Tangible Book Value Per Share	$	14.68		$	13.65		$	14.68		$	13.65



NON-PERFORMING ASSETS
(Dollars In Thousands)	December 31,			September 30,			June 30,			March 31,			December 31,
	2015			2015			2015			2015			2014
Non-Accrual Loans	$	31,389		$	32,597		$	37,713		$	44,321		$	48,789
Renegotiated Loans	1,923			3,823			885			1,326			1,992
Non-Performing Loans (NPL)	33,312			36,420			38,598			45,647			50,781
Other Real Estate Owned	17,257			14,809			19,242			19,073			19,293
Non-Performing Assets (NPA)	50,569			51,229			57,840			64,720			70,074
90+ Days Delinquent	907			1,947			632			1,655			4,663
NPAs & 90 Day Delinquent	$	51,476		$	53,176		$	58,472		$	66,375		$	74,737

Loan Loss Reserve	$	62,453		$	62,861		$	62,550		$	62,801		$	63,964
Quarterly Net Charge-off's	408			(311		)	668			1,163			2,592
NPAs / Actual Assets %	0.75		%	0.83		%	0.94		%	1.10		%	1.20		%
NPAs & 90 Day / Actual Assets %	0.76		%	0.86		%	0.95		%	1.13		%	1.28		%
NPAs / Actual Loans and OREO %	1.07		%	1.18		%	1.36		%	1.62		%	1.77		%
Loan Loss Reserves / Actual Loans (%)	1.33		%	1.45		%	1.47		%	1.58		%	1.63		%
Net Charge Off's as % of Average Loans (Annualized)	0.04		%	(0.03		)%	0.06		%	0.12		%	0.27		%



CONSOLIDATED BALANCE SHEETS
(Dollars In Thousands)	December 31,			September 30,			June 30,			March 31,			December 31,
	2015			2015			2015			2015			2014
ASSETS
Cash and cash equivalents	$	102,170		$	84,677		$	105,928		$	89,243		$	118,616
Interest-bearing time deposits	32,315			27,111			26,669			83,228			47,520
Investment securities	1,276,999			1,208,793			1,212,516			1,189,473			1,180,631
Loans held for sale	9,894			1,943			8,295			6,392			7,235
Loans	4,693,822			4,321,715			4,238,205			3,965,532			3,924,865
Less: Allowance for loan losses	(62,453		)	(62,861		)	(62,550		)	(62,801		)	(63,964		)
Net loans	4,631,369			4,258,854			4,175,655			3,902,731			3,860,901
Premises and equipment	97,648			83,457			84,841			77,468			77,691
Federal Reserve and Federal Home Loan Bank stock	37,633			34,498			34,630			41,273			41,353
Interest receivable	24,415			22,048			19,880			19,557			19,984
Core deposit intangibles and goodwill	259,764			219,503			220,196			218,034			218,755
Cash surrender value of life insurance	200,539			171,530			170,813			170,172			169,424
Other real estate owned	17,257			14,809			19,242			19,073			19,293
Tax asset, deferred and receivable	46,977			38,339			39,622			38,695			41,960
Other assets	24,023			24,235			22,021			22,182			20,764
TOTAL ASSETS	$	6,761,003		$	6,189,797		$	6,140,308		$	5,877,521		$	5,824,127
LIABILITIES
Deposits:
Noninterest-bearing	$	1,266,027		$	1,110,905		$	1,122,688		$	1,100,397		$	1,070,859
Interest-bearing	4,023,620			3,703,684			3,666,889			3,547,678			3,569,835
Total Deposits	5,289,647			4,814,589			4,789,577			4,648,075			4,640,694
Borrowings:
Federal funds purchased	49,721			52,896			40,748						15,381
Securities sold under repurchase agreements	155,325			153,822			137,240			134,023			124,539
Federal Home Loan Bank advances	235,652			237,856			247,687			166,326			145,264
Subordinated debentures and term loans	127,846			121,936			126,882			126,875			126,810
Total Borrowings	568,544			566,510			552,557			427,224			411,994
Interest payable	3,092			3,710			3,211			3,685			3,201
Other liabilities	49,211			38,004			45,008			58,879			41,411
Total Liabilities	5,910,494			5,422,813			5,390,353			5,137,863			5,097,300
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	5,083			4,734			4,728			4,723			4,709
Additional paid-in capital	504,530			433,577			432,294			431,199			431,220
Retained earnings	342,133			332,162			319,298			305,526			292,403
Accumulated other comprehensive loss	(1,362		)	(3,614		)	(6,490		)	(1,915		)	(1,630		)
Total Stockholders' Equity	850,509			766,984			749,955			739,658			726,827
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY	$	6,761,003		$	6,189,797		$	6,140,308		$	5,877,521		$	5,824,127



CONSOLIDATED STATEMENTS OF INCOME
(Dollars In Thousands, Except Per Share Amounts)	December 31,			September 30,			June 30,			March 31,			December 31,
	2015			2015			2015			2015			2014
INTEREST INCOME
Loans receivable:
Taxable	$	45,897		$	46,037		$	45,320		$	43,551		$	43,710
Tax-exempt	1,285			1,190			736			248			147
Investment securities:
Taxable	4,363			4,374			4,425			4,723			4,980
Tax-exempt	4,444			4,412			4,231			3,835			3,692
Deposits with financial institutions	67			25			31			37			48
Federal Reserve and Federal Home Loan Bank stock	458			500			459			550			476
Total Interest Income	56,514			56,538			55,202			52,944			53,053
INTEREST EXPENSE
Deposits	3,938			3,715			3,686			3,516			3,402
Federal funds purchased	5			27			19			23			3
Securities sold under repurchase agreements	104			96			90			78			72
Federal Home Loan Bank advances	728			711			706			691			750
Subordinated debentures and term loans	1,665			1,666			1,670			1,660			1,666
Total Interest Expense	6,440			6,215			6,171			5,968			5,893
NET INTEREST INCOME	50,074			50,323			49,031			46,976			47,160
Provision for loan losses							417						960
NET INTEREST INCOME AFTER PROVISION FOR LOAN LOSSES	50,074			50,323			48,614			46,976			46,200
OTHER INCOME
Service charges on deposit accounts	4,118			4,445			4,090			3,548			3,979
Fiduciary activities	2,138			2,242			2,309			2,507			2,242
Other customer fees	4,534			4,156			4,602			3,667			3,926
Commission income				4			1,815			2,328			1,534
Earnings on cash surrender value of life insurance	822			710			640			747			734
Net gains and fees on sales of loans	1,308			1,905			1,781			1,489			1,559
Net realized gains (losses) on sales of available for sale securities	623			1,115			(93		)	1,025			1,246
Gain on sale of insurance subsidiary							8,265
Other income	1,224			2,322			1,224			921			1,155
Total Other Income	14,767			16,899			24,633			16,232			16,375
OTHER EXPENSES
Salaries and employee benefits	25,796			25,137			26,434			24,541			23,595
Net occupancy	3,649			3,726			3,503			3,790			3,288
Equipment	2,683			2,698			2,840			2,566			2,315
Marketing	915			847			951			780			836
Outside data processing fees	1,632			1,992			1,768			1,717			1,592
Printing and office supplies	343			343			303			364			364
Core deposit amortization	692			693			729			721			669
FDIC assessments	939			958			895			863			895
Other real estate owned and foreclosure expenses	1,701			1,835			1,372			1,229			1,055
Professional and other outside services	3,544			1,686			3,134			1,491			3,633
Other expenses	4,352			3,683			4,494			3,140			3,435
Total Other Expenses	46,246			43,598			46,423			41,202			41,677
INCOME BEFORE INCOME TAX	18,595			23,624			26,824			22,006			20,898
Income tax expense	4,418			6,557			8,856			5,834			5,638
NET INCOME AVAILABLE TO COMMON STOCKHOLDERS	$	14,177		$	17,067		$	17,968		$	16,172		$	15,260

Per Share Data:
Basic Net Income Available to Common Stockholders	$	0.37		$	0.46		$	0.47		$	0.43		$	0.41
Diluted Net Income Available to Common Stockholders	$	0.37		$	0.45		$	0.47		$	0.43		$	0.41
Cash Dividends Paid	$	0.11		$	0.11		$	0.11		$	0.08		$	0.08
Average Diluted Shares Outstanding (in thousands)	38,191			38,118			38,043			38,000			37,323
FINANCIAL RATIOS:
Return on Average Assets	0.90		%	1.11		%	1.19		%	1.11		%	1.06		%
Return on Average Stockholders' Equity	7.32			8.99			9.63			8.81			8.55
Return on Average Common Stockholders' Equity	7.32			8.99			9.63			8.81			8.56
Average Earning Assets to Average Assets	90.11			89.99			89.63			89.42			89.51
Allowance for Loan Losses as % of Total Loans	1.33			1.45			1.47			1.58			1.63
Net Charge Off's as % of Average Loans (Annualized)	0.04			(0.03		)	0.06			0.12			0.27
Average Stockholders' Equity to Average Assets	12.29			12.34			12.31			12.62			12.34
Tax Equivalent Yield on Earning Assets	4.20			4.30			4.26			4.24			4.26
Cost of Supporting Liabilities	0.45			0.45			0.45			0.46			0.46
Net Interest Margin (FTE) on Earning Assets	3.75			3.85			3.81			3.78			3.80
Tangible Book Value Per Share	$	14.68		$	14.59		$	14.15		$	13.96		$	13.65



LOANS
(Dollars In Thousands)	December 31,			September 30,			June 30,			March 31,			December 31,
	2015			2015			2015			2015			2014
Commercial and industrial loans	$	1,057,075		$	999,195		$	984,223		$	938,937		$	896,688
Agricultural production financing and other loans to farmers	97,711			91,354			93,695			95,652			104,927
Real estate loans:
Construction	366,704			298,250			256,082			237,036			207,221
Commercial and farmland	1,802,921			1,695,703			1,705,647			1,646,418			1,672,661
Residential	786,105			677,767			689,621			640,451			647,315
Home Equity	348,613			318,949			302,403			286,914			286,529
Individuals' loans for household and other personal expenditures	74,717			71,893			62,785			70,223			73,400
Lease financing receivables, net of unearned income	588			614			742			853			1,106
Other commercial loans	159,388			167,990			143,007			49,048			35,018
Loans	4,693,822			4,321,715			4,238,205			3,965,532			3,924,865
Allowance for loan losses	(62,453		)	(62,861		)	(62,550		)	(62,801		)	(63,964		)
NET LOANS	$	4,631,369		$	4,258,854		$	4,175,655		$	3,902,731		$	3,860,901



DEPOSITS
(Dollars In Thousands)	December 31,		September 30,		June 30,		March 31,		December 31,
	2015		2015		2015		2015		2014
Demand deposits	$	2,576,283	$	2,244,848	$	2,211,154	$	2,116,135	$	2,146,492
Savings deposits	1,518,722		1,460,244		1,439,255		1,402,421		1,376,707
Certificates and other time deposits of $100,000 or more	323,698		286,988		295,159		283,313		260,685
Other certificates and time deposits	556,476		499,286		517,153		516,500		523,010
Brokered deposits	314,468		323,223		326,856		329,706		333,800
TOTAL DEPOSITS	$	5,289,647	$	4,814,589	$	4,789,577	$	4,648,075	$	4,640,694



NET INTEREST INCOME
(Dollars in Thousands)	For the Three Months Ended
	December 31, 2015							December 31, 2014
	Average Balance			Interest Income / Expense		Average Rate		Average Balance			Interest Income / Expense		Average Rate
Assets:
Interest-bearing time deposits	$	94,150		$	67	0.28	%	$	80,901		$	48	0.24	%
Federal Reserve and Federal Home Loan Bank stock	34,909			458		5.25		43,580			476		4.37
Investment Securities: ⁽¹⁾
Taxable	687,265			4,363		2.54		767,980			4,980		2.59
Tax-Exempt ⁽²⁾	510,105			6,837		5.36		416,473			5,680		5.46
Total Investment Securities	1,197,370			11,200		3.74		1,184,453			10,660		3.60
Loans held for sale	1,829			93		20.34		6,208			129		8.31
Loans: ⁽³⁾
Commercial	3,263,959			36,284		4.45		2,993,498			33,882		4.53
Real Estate Mortgage	465,097			4,844		4.17		463,465			5,162		4.46
Installment	430,440			4,675		4.34		386,818			4,537		4.69
Tax-Exempt ⁽²⁾	190,296			1,978		4.16		17,020			227		5.33
Total Loans	4,351,621			47,874		4.40		3,867,009			43,937		4.54
Total Earning Assets	5,678,050			59,599		4.20		5,175,943			55,121		4.26
Net unrealized gain on securities available for sale	9,832							11,864
Allowance for loan losses	(63,077		)					(65,790		)
Cash and cash equivalents	102,144							98,373
Premises and equipment	83,800							76,594
Other assets	490,473							485,273
Total Assets	$	6,301,222						$	5,782,257
Liabilities:
Interest-bearing deposits:
Interest-bearing NOW deposits	$	1,205,874		$	481	0.16	%	$	1,080,171		$	282	0.10	%
Money market deposits	844,629			463		0.22		840,852			436		0.21
Savings deposits	645,057			191		0.12		550,687			159		0.12
Certificates and other time deposits	1,089,465			2,803		1.03		1,106,324			2,525		0.91
Total Interest-bearing Deposits	3,785,025			3,938		0.42		3,578,034			3,402		0.38
Borrowings	488,997			2,502		2.05		442,088			2,491		2.25
Total Interest-bearing Liabilities	4,274,022			6,440		0.60		4,020,122			5,893		0.59
Noninterest-bearing deposits	1,209,599							1,004,910
Other liabilities	43,041							43,692
Total Liabilities	5,526,662							5,068,724
Stockholders' Equity	774,560							713,533
Total Liabilities and Stockholders' Equity	$	6,301,222		6,440		0.45		$	5,782,257		5,893		0.46
Net Interest Income				$	53,159						$	49,228
Net Interest Margin						3.75	%						3.80	%


(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 2015 and 2014. These totals equal $3,085 and $2,068 for the three months ended December 31, 2015 and 2014, respectively.
(3) Non accruing loans have been included in the average balances.



NET INTEREST INCOME
(Dollars in Thousands)	For the Twelve Months Ended
	December 31, 2015							December 31, 2014
	Average Balance			Interest Income / Expense		Average Rate		Average Balance			Interest Income / Expense		Average Rate
Assets:
Interest-bearing time deposits	$	61,373		$	160	0.26	%	$	53,231		$	124	0.23	%
Federal Reserve and Federal Home Loan Bank stock	37,495			1,967		5.25		42,142			2,124		5.04
Investment Securities: ⁽¹⁾
Taxable	703,019			17,885		2.54		763,450			19,882		2.60
Tax-Exempt ⁽²⁾	483,103			26,034		5.39		396,435			22,127		5.58
Total Investment Securities	1,186,122			43,919		3.70		1,159,885			42,009		3.62
Loans held for sale	3,725			475		12.75		6,681			485		7.26
Loans: ⁽³⁾
Commercial	3,187,239			142,696		4.48		2,919,020			133,567		4.58
Real Estate Mortgage	457,013			19,457		4.26		429,384			19,812		4.61
Installment	406,163			18,177		4.48		361,484			18,175		5.03
Tax-Exempt ⁽²⁾	125,699			5,322		4.23		13,511			504		3.73
Total Loans	4,179,839			186,127		4.45		3,730,080			172,543		4.63
Total Earning Assets	5,464,829			232,173		4.25	%	4,985,338			216,800		4.35	%
Net unrealized gain on securities available for sale	11,800							8,921
Allowance for loan losses	(62,975		)					(67,969		)
Cash and cash equivalents	98,051							87,068
Premises and equipment	82,710							75,202
Other assets	491,272							482,794
Total Assets	$	6,085,687						$	5,571,354
Liabilities:
Interest-bearing deposits:
Interest-bearing NOW deposits	$	1,109,829		$	1,374	0.12	%	$	1,066,402		$	1,110	0.10	%
Money market deposits	840,084			1,768		0.21		776,712			1,572		0.20
Savings deposits	614,675			672		0.11		533,080			619		0.12
Certificates and other time deposits	1,121,651			11,041		0.98		1,042,539			8,377		0.80
Total Interest-bearing Deposits	3,686,239			14,855		0.40		3,418,733			11,678		0.34
Borrowings	480,794			9,939		2.07		492,128			10,164		2.07
Total Interest-bearing Liabilities	4,167,033			24,794		0.60		3,910,861			21,842		0.56
Noninterest-bearing deposits	1,120,264							945,222
Other liabilities	44,666							39,976
Total Liabilities	5,331,963							4,896,059
Stockholders' Equity	753,724							675,295
Total Liabilities and Stockholders' Equity	$	6,085,687		24,794		0.45		$	5,571,354		21,842		0.44
Net Interest Income				$	207,379						$	194,958
Net Interest Margin						3.80	%						3.91	%


⁽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 2015 and 2014. These totals equal $10,975 and $7,921 for the twelve months ended December 31, 2015 and 2014, respectively.
⁽³⁾ Non accruing loans have been included in the average balances.