0000712534 us-gaap:DefinedBenefitPlanEquitySecuritiesCommonStockMember us-gaap:EstimateOfFairValueFairValueDisclosureMember 2018-12-31




UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549

FORM 10-K


[Mark One]
[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended December 31, 20172019
OR
[  ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from __________to_________
Commission file number 0-17071
FIRST MERCHANTS CORPORATION
(Exact name of registrant as specified in its charter)

Indiana35-1544218
(State or other jurisdiction of
incorporation or organization)
(I.R.S. Employer Identification No.)
Indiana35-1544218
(State or other jurisdiction of                                   (I.R.S. Employer
200 East Jackson
Muncie, Indiana
47305-2814
(Address of principal executive offices)(Zip Code)
incorporation or organization)                               Identification No.)


200 East Jackson Street, Muncie, IN47305-2814
(Address of principal executive offices)                   (Zip code)

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

Not Applicable
(Former name, former address and former fiscal year,
if changed since last report)

Securities registered pursuant to Section 12(b) of the Act:
Title of Each ClassTrading Symbol(s)Name of each exchange on which registered
Common Stock, $0.125 stated value per shareThe NASDAQ StockFRMENasdaq Global Select Market


Securities registered pursuant to Section 12(g) of the Act:
None

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes [X] No [ ]

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes [  ] No [X]

Indicate by check mark whether the registrant(1) has filed all reports required to be filed by Section 13 or 15(d) of the  Securities  Exchange  Act of 1934  during  the  preceding  12 months  (or for such  shorter  period  that the registrant was required to file such reports),  and (2) has been subject to such filing requirements for the past 90 days. Yes [X] No [  ]

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate website, if any, every interactive data file required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files) Yes [X] No [ ]
Indicate  by check  mark if disclosure of delinquent filers  pursuant to Item 405 of Regulation S-K is not contained  herein,  and will not be contained, to the best of  registrant’s  knowledge,  in  definitive  proxy  or  information statements  incorporated  by  reference  in Part  III of this  Form  10-K or any amendment to this Form 10-K. [ ]
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
Large accelerated filer [X]Accelerated FilerAccelerated filer [ ]Filer
Non-accelerated filer [  ] (Do not check if smaller reporting company)
Non-Accelerated Filer
Smaller reporting company [  ]Reporting CompanyEmerging growth company [ ]Growth Company 


If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. [ ]

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

The aggregate market value (not necessarily a reliable indication of the price at which more than a limited number of shares would trade) of the voting stock held by non-affiliates of the registrant was $1,732,182,000$1,874,405,000 as of the last business day of the registrant's most recently completed second fiscal quarter (June 30, 2017)2019).


As of February 22, 201821, 2020 there were 49,540,86655,155,733 outstanding common shares, without par value, of the registrant.


DOCUMENTS INCORPORATED BY REFERENCE
DocumentsPart of Form 10-K into which incorporated
Portions of the Registrant’s DefinitivePart III (Items 10 through 14)
Proxy Statement for Annual Meeting of 
Shareholders to be held May 10, 201813, 2020 






Table of Contents
TABLE OF CONTENTS




FIRST MERCHANTS CORPORATION

    
    
    
   
 Item 1.
 Item 1A.
 Item 1B.
Item 2.
 Item 3.2.
Item 3.
 Item 4.
 
    
   
 Item 5.
 Item 6.
 Item 7.
 Item 7A.
Item 8.
 Item 8.
Item 9.
 Item 9A.
 Item 9B.
    
   
 Item 10.
 Item 11.
 Item 12.
 Item 13.
 Item 14.
    
   
 Item 15.
 Item 16.
  




2

Table of Contents
GLOSSARY OF DEFINED TERMS






FIRST MERCHANTS CORPORATION

AmerianaAmeriana Bancorp, Inc., which was acquired by the Corporation on December 31, 2015.
Arlington BankThe Arlington Bank, which was acquired by the Corporation on May 19, 2017
ASCAccounting Standards Codification
AOCIAccumulated Other Comprehensive Income
BankFirst Merchants Bank, a wholly-owned subsidiary of the Corporation
BHC ActBank Holding Company Act of 1956
CET1Common Equity Tier 1
C FinancialC Financial Corporation, which was acquired by the Corporation on April 17, 2015.
CFPBConsumer Financial Protection Bureau
CFSCFS Bancorp, Inc., which was acquired by the Corporation on November 12, 2013.
CMTConstant Maturity Treasury
CommunityCommunity Bancshares, Inc., which was acquired by the Corporation on November 7, 2014.
CorporationFirst Merchants Corporation
Dodd-Frank ActDodd-Frank Wall Street Reform and Consumer Protection Act
ERISAEmployee Retirement Income Security Act of 1974
ESPPEmployee Stock Purchase Plan
FDICFederal Deposit Insurance Corporation
FDICIAFederal Deposit Insurance Corporation Improvement Act of 1991
Federal ReserveFederal Reserve Banking System
FHLBFederal Home Loan Bank
FMIGFirst Merchants Insurance Services, Inc., an Indiana corporation
FTEFully taxable equivalent
GAAPAccounting Principles Generally Accepted in the United States of America
IABIndependent Alliance Banks, Inc., which was acquired by the Corporation on July 14, 2017
Indiana DFIIndiana Department of Financial Institutions
MBTMBT Financial Corp., which was acquired by the Corporation on September 1, 2019
OCCOffice of the Comptroller of the Currency
OREOOther real estate owned
OTTIOther-than-temporary impairment
RSARestricted Stock Awards
Sarbanes-Oxley ActSarbanes-Oxley Act of 2002
Savings PlanThe First Merchants Corporation Retirement and Income Savings Plan
SCBSCB Bank, of which the Bank assumed substantially all the deposits and certain other liabilities and acquired certain other assets from the FDIC as receiver on February 10, 2012.
SECSecurities and Exchange Commission
TCJATax Cuts and Jobs Act, which was enacted by the U.S. Government on December 22, 2017
TEFRATax Equity and Fiscal Responsibility Act. The TEFRA disallowance reduces the amount of interest expense an entity may deduct for the purpose of carrying tax-free investment securities.
TreasuryU.S. Department of Treasury
USIUSI Insurance Services, LLC


3

Table of Contents
FORWARD-LOOKING STATEMENTS


 
The Corporation from time to time includes forward-looking statements in its oral and written communication. The Corporation may include forward-looking statements in filings with the SEC, such as its Annual Reports on Form 10-K and its Quarterly Reports on Form 10-Q, in other written materials and oral statements made by senior management to analysts, investors, representatives of the media and others. The Corporation intends these forward-looking statements to be covered by the safe harbor provisions for forward-looking statements contained in the Private Securities Litigation Reform Act of 1995, and the Corporation is including this statement for purposes of these safe harbor provisions. Forward-looking statements can often be identified by the use of words like “believe”, “continue”, “pattern”, “estimate”, “project”, “intend”, “anticipate”, “expect” and similar expressions or future or conditional verbs such as “will”, “would”, “should”, “could”, “might”, “can”, “may” or similar expressions. These forward-looking statements include:


statements of the Corporation’s goals, intentions and expectations;
statements regarding the Corporation’s business plan and growth strategies;
statements regarding the asset quality of the Corporation’s loan and investment portfolios; and
estimates of the Corporation’s risks and future costs and benefits.


These forward-looking statements are subject to significant risks, assumptions and uncertainties, including, among other things, those discussed in Item 1A, “RISK FACTORS”.


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




4

Table of Contents
PART I: ITEM 1. BUSINESS


 
PART I


ITEM 1. BUSINESS


GENERAL


The Corporation is a financial holding company headquartered in Muncie, Indiana and was organized in September 1982. The Corporation’s Common Stock is traded on NASDAQ’sthe Nasdaq Global Select Market System under the symbol FRME. The Corporation has one full-service bank charter, First Merchants Bank, which opened for business in Muncie, Indiana, in March 1893. The Bank also operates Lafayette Bank and Trust and First Merchants Private Wealth Advisors (each as a(a division of First Merchants Bank). The Bank includes 119128 banking locations in thirty-onethirty Indiana, two Illinois, two Ohio and two OhioMichigan counties. In addition to its branch network, the Corporation’sCorporation offers comprehensive electronic and mobile delivery channels include ATMs, check cards, remote deposit capture, interactive voice response systems and internet technology.to its customers. The Corporation’s business activities are currently limited to one significant business segment, which is community banking.


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


All inter-company transactions are eliminated during the preparation of consolidated financial statements.


As of December 31, 2017,2019, the Corporation had consolidated assets of $9.4$12.5 billion, consolidated deposits of $7.2$9.8 billion and stockholders’ equity of $1.3$1.8 billion.  As of December 31, 2017,2019, the Corporation and its subsidiaries had 1,6841,891 full-time equivalent employees.


AVAILABLE INFORMATION


The Corporation makes its Annual Report on Form 10-K, Quarterly Reports on Form 10-Q, Current Reports on Form 8-K and amendments to those reports filed or furnished pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended, available on its website at https://www.firstmerchants.com without charge, as soon as reasonably practicable, after such reports are electronically filed with, or furnished to, the Securities and Exchange Commission. These documents can also be readThe SEC maintains an internet site that contains reports, proxy and copied atinformation statements, and other information regarding issuers that file electronically with the Securities and Exchange Commission’s Public Reference Room at 100 F Street, NE, Washington, D.C. 20549.  Please callSEC, including the Securities and Exchange Commission at 1-800-SEC-0330 for further informationCorporation. Those filings are accessible on the public reference room. SEC filings are also available to the public at the Securities and Exchange Commission’sSEC’s website at http://www.sec.gov.  Additionally, the Corporation will also provide without charge, a copy of its Annual Report on Form 10-K to any shareholder by mail. Requests should be sent to Cynthia Holaday, Shareholder Relations, First Merchants Corporation, P.O. Box 792, Muncie, IN 47308-0792.www.sec.gov.


ACQUISITION AND DIVESTITURE POLICY


The Corporation anticipates that it will continue its policy of geographic expansion of its banking business through the acquisition of banks whose operations are consistent with its banking philosophy.  Management routinely explores opportunities to acquire financial institutions and other financial services-related businesses and to enter into strategic alliances to expand the scope of its services and its customer base. Future acquisitions and divestitures will be driven by a disciplined financial evaluation process and will be consistent with the Corporation's strategy of community banking, client relationships and consistent quality earnings. As with previous acquisitions, the consideration paid in future acquisitions may be in the form of cash or First Merchants common stock, or a combination thereof. The amount and structure of such consideration is based on reasonable growth, synergies and economies of scale and a thorough analysis of the impact on both long- and short-term financial results.


On September 1, 2019, the Corporation acquired 100 percent of MBT. MBT was headquartered in Monroe, Michigan and had 20 banking centers serving the Monroe market. Pursuant to the merger agreement, each MBT shareholder received 0.275 shares of the Corporation's common stock for each outstanding share of MBT common stock held. The Corporation issued approximately 6.4 million shares of common stock, which was valued at approximately $229.9 million. Details of the MBT acquisition can be found in NOTE 2. ACQUISITION of the Notes to Consolidated Financial Statements included in Item 8 of this Annual Report on Form 10-K.

On November 21, 2016, the Corporation purchased 495,112 shares, or 12.1 percent, of IAB's outstanding common stock from an IAB shareholder for $19.8 million, or $40.00 per share. On July 14, 2017, the Corporation acquired the remaining shares of IAB common stock. IAB was headquartered in Fort Wayne, Indiana and had 16 banking centers serving the Fort Wayne market. Pursuant to the merger agreement, each IAB shareholder received 1.653 shares of the Corporation's common stock for each outstanding share of IAB common stock held. The Corporation issued approximately 6.0 million shares of common stock. The transaction value for the remaining shares of common stock, not owned by the Corporation, was approximately $238.8 million, resulting in a total purchase price of $258.6 million.


On May 19, 2017, the Corporation acquired 100 percent of Arlington Bank. Arlington Bank was headquartered in Columbus, Ohio and had 3 banking centers serving the Columbus, Ohio market. Pursuant to the merger agreement, each Arlington Bank shareholder received 2.7245 shares of the Corporation's common stock for each outstanding share of Arlington Bank common stock held. The Corporation issued approximately 2.1 million shares of common stock, which was valued at approximately $82.6 million.


On December 31, 2015, the Corporation acquired 100 percent of Ameriana. Ameriana was headquartered in New Castle, Indiana and had 13 full service banking centers in east central and central Indiana. Pursuant to the merger agreement, shareholders of Ameriana received .9037 shares of the Corporation's common stock for each share of Ameriana common stock held. The Corporation issued approximately 2.8 million shares of common stock, which was valued at approximately $70.4 million.


On June 12, 2015, the Corporation sold all of its stock in FMIG to USI, a Delaware limited liability company. The sale price was $18.0 million, of which $16.0 million was paid at closing with the remaining $2.0 million paid through a two-year promissory note. The sale of FMIG generated a pre-tax gain on sale of $8.3 million.


5

Table of Contents
PART I: ITEM 1. BUSINESS


On April 17, 2015, the Corporation acquired 100 percent of C Financial. C Financial was headquartered in Columbus, Ohio and had 6 full service banking centers serving the Columbus, Ohio market. Pursuant to the merger agreement, shareholders of C Financial received $6.738 in cash for each share of C Financial stock held, resulting in a total purchase price of $14.5 million.

5

Table of Contents
PART I: ITEM 1. BUSINESS


On November 7, 2014, the Corporation acquired 100 percent of Community. Community was headquartered in Noblesville, Indiana and had 10 full-service banking centers serving central Indiana. Pursuant to the merger agreement, each outstanding share of common stock of Community was converted into the right to receive either (a) 4.0926 shares of the Corporation's common stock, plus cash in lieu of fractional shares; or (b) $85.94 in cash, based upon shareholder elections. The Corporation paid $14.2 million in cash and issued approximately 1.6 million shares of common stock, valued at approximately $35.0 million, for a total purchase price of approximately $49.2 million.

Effective November 12, 2013, the Corporation acquired 100 percent of CFS in an all stock transaction. CFS was headquartered in Munster, Indiana and had 20 banking centers in northwestern Indiana and northeastern Illinois. Pursuant to the merger agreement, the shareholders of CFS received 0.65 percent of a share of the Corporation's common stock for each share of CFS common stock held. The Corporation issued approximately 7.1 million shares of common stock, which was valued at approximately $135.6 million.

Details of the 2017 acquisitions can be found in NOTE 2. ACQUISITIONS of the Notes to Consolidated Financial Statements included in Item 8 of this Annual Report on Form 10-K.


COMPETITION


The Bank is located in Indiana, Ohio, Michigan and Illinois counties where other financial services companies provide similar banking services. In addition to the competition provided by the lending and deposit gathering subsidiaries of national manufacturers, retailers, insurance companies and investment brokers, the Bank competes vigorously with other banks, thrift institutions, credit unions and finance companies located within its service areas.


REGULATION AND SUPERVISION OF FIRST MERCHANTS CORPORATION AND SUBSIDIARIES


Bank Holding Company Regulation


The Corporation is registered as a bank holding company and has elected to be a financial holding company. It is subject to the supervision of, and regulation by the Board of Governors of the Federal Reserve under the BHC Act, as amended. Bank holding companies are required to file periodic reports with and are subject to periodic examination by the Federal Reserve. The Federal Reserve has issued regulations under the BHC Act requiring a bank holding company to serve as a source of financial and managerial strength to the Bank. Thus, it is the policy of the Federal Reserve that a bank holding company should stand ready to use its resources to provide adequate capital funds to the Bank during periods of financial stress or adversity. Additionally, under the FDICIA, a bank holding company is required to guarantee the compliance of any subsidiary bank that may become “undercapitalized” (as defined in the FDICIA section of this Form 10-K) with the terms of any capital restoration plan filed by such subsidiary with its appropriate federal banking agency. Under the BHC Act, the Federal Reserve has the authority to require a bank holding company to terminate any activity or relinquish control of a non-bank subsidiary (other than a non-bank subsidiary of a bank) upon the determination that such activity constitutes a serious risk to the financial stability of any bank subsidiary.


The BHC Act requires the Corporation to obtain the prior approval of the Federal Reserve before:


acquiring direct or indirect control or ownership of any voting shares of any bank or bank holding company if, after such acquisition, the bank holding company will directly or indirectly own or control more than 5 percent of the voting shares of the bank or bank holding company;
merging or consolidating with another bank holding company; or
acquiring substantially all of the assets of any bank.
 
The BHC Act generally prohibits bank holding companies that have not become financial holding companies from (i) engaging in activities other than banking or managing or controlling banks or other permissible subsidiaries, and (ii) acquiring or retaining direct or indirect control of any company engaged in the activities other than those activities determined by the Federal Reserve to be closely related to banking or managing or controlling banks.


Capital Adequacy Guidelines for Bank Holding Companies


In July 2013, the United States banking regulators adopted new capital rules which modified the risk-based capital and leverage capital requirements applicable to bank holding companies and depository institutions. These rules are commonly known as "Basel III". Basel III was effective for the Corporation on January 1, 2015. Basel III addresses the components of capital and other issues affecting the numerator in banking institutions' regulatory capital ratios. Basel III also implements the requirements of Section 939A of the Dodd-Frank Act to remove references to credit ratings from the federal banking agencies' rules. Certain of the Basel III rules came into effect for the Corporation and the Bank on January 1, 2015, and the balance of the rules arewere subject to a phase-in period which will continuecontinued through January 1, 2019.


Basel III introduced a new capital measure CET1. Basel III specifies that Tier 1 capital consists of CET1 and "Additional Tier 1 Capital" instruments meeting specified requirements. CET1 capital consists of common stock instruments that meet the eligibility criteria, retained earnings, accumulated other comprehensive income and CET1 minority interest. Basel III also defines CET1 narrowly by requiring that most adjustments to regulatory capital measures be made to CET1, and not to the other components of capital.


Basel III requires the Corporation to maintain a minimum ratio of CET1 to risk weighted assets, as defined in the regulation. Under Basel III, in order to avoid limitations on capital distributions, including dividends, the Corporation must hold a capital conservation buffer above the adequately capitalized CET1 to risk-weighted assets ratio. The capital conservation buffer is beingwas phased in from zero percent in 2015 to the fully- implemented 2.50 percent byin 2019.


6

TableAs of Contents
PART I: ITEM 1. BUSINESS


January 1, 2019, Basel III requires banking organizations to maintain:
a minimum ratio of CET1 to risk-weighted assets of a least 4.5 percent, plus when fully phased-in on January 1, 2019, athe 2.5 percent "capitalcapital conservation buffer" (which is added to the 4.5 percent CET1 as that buffer is phased in, effectively resulting in a minimum ratio of CET1 to risk-weighted assets of at least 7.0 percent upon full implementation);percent;
a minimum ratio of Tier 1 capital to risk-weighted assets of at least 6.0 percent, plus when fully phased-in on January 1, 2019, the 2.5 percent capital conservation buffer (which is added to the 6.0 percent Tier 1 capital ratio as that buffer is phased-in, effectively resulting in a minimum Tier 1 capital ratio of 8.5 percent upon full implementation);percent;
a minimum ratio of total capital (Tier 1 plus Tier 2 capital) to risk-weighted assets of at least 8.0 percent, plus when fully phased-in on January 1, 2019, the 2.5 percent capital conservation buffer (which is added to the 8.0 percent total capital ratio as that buffer is phased-in, effectively resulting in a minimum total capital ratio of 10.5 percent upon full implementation);percent; and
a minimum leverage ratio of 4.0 percent, calculated as the ratio of Tier 1 capital to adjusted average consolidated assets.

6

Table of Contents
PART I: ITEM 1. BUSINESS


Basel III also provides for a “countercyclical capital buffer” that is applicable to only certain covered institutions and is not expected to have any current applicability to the Corporation or the Bank.
The aforementioned capital conservation buffer is designed to absorb losses during periods of economic stress. Banking institutions with a ratio of CET1 to risk-weighted assets above the minimum but below the conservation buffer will face limitations on the payment of dividends, common stock repurchases and discretionary cash payments to executive officers based on the amount of the shortfall.


Basel III provides for a number of deductions from and adjustments to CET1. These include, for example, the requirement that mortgage servicing rights, deferred tax assets dependent upon future taxable income and significant investments in non-consolidated financial entities be deducted from CET1 to the extent that any one such category exceeds 10 percent of CET1 or all such categories in the aggregate exceed 15 percent of CET1. Under Basel III, the Corporation and the Bank were given a one-time election (the “Opt-out Election”) to filter out certain AOCI components. The AOCI Opt-out Election was made on the March 31, 2015 Call Report and FR Y-9C for the Bank and the Corporation, respectively.

Implementation of the deductions and other adjustments to CET1 began on January 1, 2015 and will bewere phased-in over a five-year period (20 percent per year). The implementation of the capital conservation buffer began on January 1, 2016 at the 0.625 percent level and will bewas phased-in over a four-year period (increasing by that amount on each subsequent January 1, until it reachesreached 2.5 percent on January 1, 2019).

Basel III permits banks with less than $15 billion in assets to continue to treat trust preferred securities as Tier 1 capital. This treatment is permanently grandfathered as Tier 1 capital even if the Corporation should ever exceed $15 billion in assets due to organic growth. Should the Corporation exceed $15 billion in assets as the result of a merger or acquisition, then the Tier 1 treatment of its outstanding trust preferred securities will be phased out, but those securities will still be treated as Tier 2 capital. Basel III permits banks with less than $250 billion in assets to choose to continue excluding unrealized gains and losses on certain securities holdings for purposes of calculating regulatory capital. The rules limit a banking organization’s capital distributions and certain discretionary bonus payments if the banking organization does not hold a “capital conservation buffer” consisting of a specified amount of CET1 capital in addition to the amount necessary to meet its minimum risk-based capital requirements.

Historically, the regulation and monitoring of a bank and bank holding company's liquidity has been addressed as a supervisory matter, without minimum required formulaic measures. The Basel III liquidity framework requires banks and bank holding companies to measure their liquidity against specific liquidity tests that, although similar in some respects to liquidity measures historically applied by banks and regulators for management and supervisory purposes, is now required by regulation. One test, referred to as the liquidity coverage ratio, is designed to ensure that the banking entity maintains an adequate level of unencumbered high-quality liquid assets equal to the entity’s expected net cash outflow for a 30-day time horizon (or, if greater, 25% of its expected total cash outflow) under an acute liquidity stress scenario. The other test, referred to as the net stable funding ratio ("NSFR"), is designed to promote more medium- and long-term funding of the assets and activities of banking entities over a one-year time horizon. These requirements are expected to incent banking entities to increase their holdings of U.S. Treasury securities and other sovereign debt as a component of assets and increase the use of long-term debt as a funding source. However, the federal banking agencies have not proposed rules implementing the Basel III liquidity framework and have not determined to what extent they will apply to U.S. banks that are not large, internationally active banks.



The following are the Corporation’s regulatory capital ratios as of December 31, 2017:2019:
Corporation Regulatory Minimum Requirement*Corporation Regulatory Minimum Requirement*
Total risk-based capital to risk-weighted assets13.69% 8.00%14.29% 8.00%
Tier 1 capital to risk-weighted assets11.86% 6.00%12.81% 6.00%
Common equity tier 1 capital to risk-weighted assets11.00% 4.50%12.13% 4.50%
Tier 1 capital to average assets10.43% 4.00%10.54% 4.00%
*Excludes capital conservation buffer.


7

Table of Contents
PART I: ITEM 1. BUSINESS



Bank Regulation


On April 1, 2016,The Bank is subject to the Board of Directorsprimary regulatory oversight, supervision and examination of the Bank adopted final resolutions approving the conversion of the Bank’s banking charter from a national association to an Indiana state-chartered bank. The initial application to convert was filed withFDIC and the Indiana DFI on February 9, 2016. Between the date of initial application and adoption of the final resolutions by the Bank’s Board, the Indiana DFI and the FDIC conducted a joint exam of the Bank and its banking activities. Final regulatory approval of the application was obtained at the meeting of the Members of the Indiana DFI on April 14, 2016. The Bank filed official conversion documents effective April 15, 2016. As a result of the conversion, the Indiana DFI became the Bank’s primary regulator and the FDIC became the Bank’s primary federal regulator. Upon conversion, the Bank’s official name changed from “First Merchants Bank, National Association” to “First Merchants Bank.” The conversion did not affect the Bank’s operations or customers, and Bank customers continue to receive identical protection on deposits through the FDIC’s deposit insurance program.

The Indiana DFI and FDICDFI. These agencies have the authority to issue cease-and-desist orders if they determine that activities of the Bank regularly represent an unsafe and unsound banking practice or a violation of law. Federal law extensively regulates various aspects of the banking business such as reserve requirements, truth-in-lending and truth-in-savings disclosures, equal credit opportunity, fair credit reporting, trading in securities and other aspects of banking operations. Current federal law also requires banks, among other things, to make deposited funds available within specified time periods.

Requirements for Bank Holding Companies with $10 Billion or More in Assets

VariousThe Consumer Financial Protection Bureau (“CFPB”), an independent federal banking laws and regulations, including rules adopted by the Federal Reserve pursuant to the requirements ofagency created under the Dodd-Frank Act, impose heightened requirements on certain largewas granted broad rulemaking, supervisory and enforcement powers under various federal consumer financial protection laws, primarily with authority over banks and bank holding companies. Mosttheir affiliates with assets of these rules apply primarily to bank holding companies with at least $50 billion in total consolidated assets, but certain rules also apply to banks and bank holding companies with at leastmore than $10 billion in total consolidated assets. Followingbillion. The quarter ended December 31, 2019 is the fourth consecutive quarter (and any applicable phase-in period) where the Corporation’s or the Bank’s total consolidated assets, as applicable, equal or exceed $10 billion, the Corporation orthat the Bank will have reported assets exceeding $10 billion. As a result, effective as applicable,of the beginning of the second quarter of 2020, the Bank and its affiliates will among other requirements:
be requiredbecome subject to perform annual stress tests as described below in “ - Stress Testing;”
calculate our FDIC deposit assessment base using the performance scoreCFPB supervisory and a loss-severity score system described below in “ - Deposit Insurance;”enforcement authority. See “- Dodd-Frank Wall Street Reform and
be examined for compliance with federal consumer protection laws primarily by the Consumer Protection Act” and “- Consumer Financial Protection Bureau as describedProtection” below in “ - Consumer Financial Protection.”for additional information.


While neither the Corporation nor the Bank currently has $10 billion or more in total consolidated assets, we have begun analyzing these rules to ensure we are prepared to comply with the rules when and if they become applicable. In particular, we run periodic and selective stress tests on liquidity, interest rates and the loan portfolio as part
7

Table of our normal risk management practices, which will provide a foundation for FDIC stress testing. Based upon our strategy for expansion through acquisition and our historic organic growth, we expect that the Corporation’s and the Bank’s total assets will exceed $10 billion in 2019.Contents

PART I: ITEM 1. BUSINESS


Bank Capital Requirements


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


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


Basel III was effective for the Bank on January 1, 2015. Basel III requires the Bank to maintain minimum amounts and ratio of common equity tier 1 capital to risk weighted assets, as defined in the regulation. Under Basel III, the Bank elected to opt-out of including accumulated other comprehensive income in regulatory capital. As of December 31, 2017,2019, the Bank met all capital adequacy requirements to be considered well capitalized.


FDIC Improvement Act of 1991


The FDICIA requires, among other things, federal bank regulatory authorities to take “prompt corrective action” with respect to banks, which do not meet minimum capital requirements. For these purposes, FDICIA establishes five capital tiers: well capitalized, adequately capitalized, undercapitalized, significantly undercapitalized and critically undercapitalized. The FDIC has adopted regulations to implement the prompt corrective action provisions of FDICIA.

8

Table of Contents
PART I: ITEM 1. BUSINESS



Basel III revised the "prompt corrective action" regulations by:
introducing CET1 ratio requirement at each level (other than critically undercapitalized), with the required CET1 ratio being 6.5 percent for well-capitalized status;
increasing the minimum Tier 1 capital ratio requirement for each category, with the minimum Tier 1 risk-based capital ratio for well-capitalized status being 8.0 percent; and
eliminating a provision that provides that a bank with a composite supervisory rating of 1 may have a 3.0 percent leverage ratio and still be well-capitalized.


The FDICIA generally prohibits a depository institution from making any capital distributions (including payment of a dividend) or paying any management fee to its parent holding company if the depository institution would thereafter be “undercapitalized.” “Undercapitalized” banks are subject to growth limitations and are required to submit a capital restoration plan. A bank’s compliance with such plan is required to be guaranteed by the bank’s parent holding company. If an “undercapitalized” bank fails to submit an acceptable plan, it is treated as if it is significantly undercapitalized. “Significantly undercapitalized” banks are subject to various requirements and restrictions, including an order by the FDIC to sell sufficient voting stock to become "adequately capitalized", requirements to reduce total assets and cease receipt of deposits from correspondent banks, and restrictions on compensation of executive officers. “Critically undercapitalized” institutions may not, beginning 60 days after becoming “critically undercapitalized,” make any payment of principal or interest on certain subordinated debt, extend credit for a highly leveraged transaction, or enter into any transaction outside the ordinary course of business. In addition, “critically undercapitalized” institutions are subject to appointment of a receiver or conservator.


As of December 31, 2017,2019, the Bank was “well capitalized” based on the “prompt corrective action” ratios described above. It should be noted that a bank’s capital category is determined solely for the purpose of applying the FDIC’s “prompt corrective action” regulations and that the capital category may not constitute an accurate representation of the bank’s overall financial condition or prospects.
 
Dodd-Frank Wall Street Reform and Consumer Protection Act


On July 21, 2010, President Obama signed the Dodd-Frank Act was signed into law. The Dodd-Frank Act has had a broad impact on the financial services industry, including significant regulatory and compliance changes. Although most of the required regulations of the Dodd-Frank Act have been promulgated and implemented (or are being implemented over time), there are additional regulations yet to be finalized by the authorized federal agencies. The changes resulting from the Dodd-Frank Act have impacted the profitability of the Corporation’s business activities, required changes to certain business practices, and imposed more stringent capital, liquidity and leverage requirements, and, when fully implemented, may further adversely affect our business. Among other things, the Dodd-Frank Act has resulted, and in the future will likely result, in:
increases to the cost of the Corporation’s operations due to greater regulatory oversight, supervision and examination of banks and bank holding companies, including higher deposit insurance premiums;
limitations on the Corporation’s ability to raise additional capital through the use of trust preferred securities, as new issuances of these securities may no longer be included as Tier 1 capital;
reduced flexibility for the Corporation to generate or originate certain revenue-producing assets based on increased regulatory capital standards; and

8

Table of Contents
PART I: ITEM 1. BUSINESS


limitations on the Corporation’s ability to expand consumer product and service offerings due to stricter consumer protection laws and regulations.

as the Corporation's assets exceed $10 billion, compliance with the Durbin Amendment will result in a material reduction of interchange fee income paid by merchants when debit cards are used as payment.

The Economic Growth, Regulatory Relief, and Consumer Protection Act (the “Economic Growth Act”), which was enacted in May 2018, repealed or modified several provisions of the Dodd-Frank Act. In particular, the asset threshold at which banks are subject to annual company-run stress tests were increased from $10 billion to $250 billion under the Economic Growth Act. As a result, the Corporation and the Bank will not be subject to the Dodd-Frank Act stress testing requirements.
The Corporation’s management continues to take the steps necessary to minimize the adverse impact of the Dodd-Frank Act on its business, financial condition and results of operation.


Volcker Rule


In December 2013, United States banking regulators adopted final rules implementing the Volcker Rule under the Dodd-Frank Act. The Volcker Rule places certain limitations on the trading activity of insured depository institutions and their affiliates subject to certain exceptions. The restricted trading activity includes purchasing or selling certain types of securities or instruments in order to benefit from short-term price movements or to realize short-term profits. Exceptions to the Volcker Rule include trading in certain U.S. Government or other municipal securities and trading conducted (i) in certain capacities as a broker or other agent, or as a fiduciary on behalf of customers, (ii) to satisfy a debt previously contracted, (iii) pursuant to repurchase and securities lending agreements, and (iv) in risk-mitigating hedging activities. The Volcker Rule also prohibits banking institutions from having an ownership interest in a hedge fund or private equity fund.


A banking entity that engages in proprietary trading (which excludes the exceptions discussed above) or covered fund-related activities or investments, and has total consolidated assets of more than $10 billion as reported on December 31 of the previousfor two calendar years, must implement and maintain a compliance program that meets certain minimum requirements and must also maintain certain documentation with respect to covered fund activities, in each case, as described in the Volcker Rule. The implementation ofWhile the Corporation’s total consolidated assets first exceeded $10 billion during the quarter ended March 31, 2019, the Volcker Rule has not had, and is not expected to have, a material impact on the Corporation or the Bank.


Deposit Insurance


The Bank’s deposit accounts are currently insured by the Deposit Insurance Fund of the FDIC. The insurance benefit generally covers up to a maximum of $250,000 per separately insured depositor. As an FDIC-insured bank, our bank subsidiary is subject to deposit insurance premiums and assessments to maintain the Deposit Insurance Fund. The Bank’s deposit insurance premium assessment rate depends on the asset and supervisory categories to which it is assigned. The FDIC has authority to raise or lower assessment rates on insured banks in order to achieve statutorily required reserve ratios in the Deposit Insurance Fund and to impose special additional assessments.

9

Table of Contents
PART I: ITEM 1. BUSINESS


Under the current system, depositDeposit insurance assessments are based on average consolidated total assets minus average tangible equity. The FDIC assignsUnder the FDIC's risk-based assessment system, insured institutions with a banking institution to one of two categories based on asset size. As an institution with underleast $10 billion in assets, such as the Bank, falls into the “Established Small Institution” category. This category has three sub-categories based on supervisory ratings designed to measure risk (the FDIC’s “CAMELS Composite” ratings). The assessment rate, which ranges from 1.5 to 30.0 basis points (such basis points representing a per annum rate) for Established Small Institutions, is determined based upon each applicable institution’s most recent supervisory and capital evaluations.
In addition, each FDIC insured institution is required to pay to the FDIC an assessmentare assessed on the institution’s total assets less tangible capital in orderbasis of a scoring system that combine the institution's regulatory ratings and certain financial measures. The scoring system assesses risk measures to fund interest payments on bonds issued by the Financing Corporation, an agency of the federal government established to recapitalize the predecessor to the Savings Association Insurance Fund. These assessments will continue until the Financing Corporation bonds mature in 2018 and 2019. For the Bank’s December 2017 payment, the bond assessment was equal to a per annum rate of 0.46 basis points.
Following the fourth consecutive quarter (and any applicable phase-in period) where the Bank's total assets equal or exceed $10 billion (thereby being deemed a “Large Institution”), the FDIC will useproduce two scores, a performance score and a loss-severityloss severity score, that will be combined and converted to calculate an initial assessment rate. In calculating these scores, the FDIC uses a bank’s capital level
The performance score measures an institution's financial performance and regulatory supervisory ratings and certain financial measures to assess an institution’sits ability to withstand asset-related stress and funding-related stress. The loss severity score quantifies the relative magnitude of potential losses to the FDIC in the event of an institution's failure. Once the performance and loss severity scores are calculated, these scores will be converted to a total score. An institution with a total score of 30 or less will pay the minimum base assessment rate, and an institution with a total score of 90 or more will pay the maximum initial base assessment rate. For total scores between 30 and 90, initial base assessment rates for Large Institutions range from 1.5 to 40.0 basis points (such basis points representing a per annum rate). Based upon our strategy for expansion through acquisition and our historic organic growth, we expect thatwill rise at an increasing rate as the Bank’s total assets will exceed $10 billion in 2019.score increases.

Stress Testing

As required by the Dodd-Frank Act, the Federal Reserve and the FDIC adopted rules that require bank holding companies and banks with average total consolidated assets greater than $10 billion to conduct an annual company-run stress test of capital, consolidated earnings and losses under one base and at least two stress scenarios provided by the federal bank regulators. Although our assets are currently below this threshold, we have nevertheless commenced a project to ensure that we are able to meet these requirements in a timely fashion. Neither the Corporation nor the Bank is currently subject to the stress testing requirements, but we expect that once we are subject to those requirements, the Federal Reserve, the FDIC and the Indiana DFI will consider our results as an important factor in evaluating the Corporation’s and the Bank’s capital adequacy, in evaluating any proposed acquisitions and in determining whether any proposed dividends or stock repurchases may be an unsafe or unsound practice.

Dividend Limitations


The Corporation's principal source of funds for dividend payments to shareholders is dividends received from the Bank. Banking regulations limit the maximum amount of dividends that a bank may pay without requesting prior approval of regulatory agencies. Under these regulations, the amount of dividends that may be paid in any calendar year is limited to the bank’s retained net income (as defined) for the current year plus those for the previous two years, subject to the capital requirements described above.  As of December 31, 2017,2019, the amount available without prior regulatory approval for 20182020 dividends from the Corporation’s subsidiaries (both banking and non-banking) was $154,949,000.$189,371,000.


Brokered Deposits


Under FDIC regulations, no FDIC-insured depository institution can accept brokered deposits unless it (i) is well capitalized, or (ii) is adequately capitalized and received a waiver from the FDIC. In addition, these regulations prohibit any depository institution that is not well capitalized from (a) paying an interest rate on deposits in excess of 75 basis points over certain prevailing market rates or (b) offering “pass through” deposit insurance on certain employee benefit plan accounts unless it provides certain notice to affected depositors.



9

Table of Contents
PART I: ITEM 1. BUSINESS


Consumer Financial Protection


The Bank is subject to a number of federal and state consumer protection laws that govern its relationship with customers. These laws include, but are not limited to:
the Equal Credit Opportunity Act (prohibiting discrimination on the basis of race, religion or other prohibited factors in the extension of credit);
the Fair Credit Reporting Act (governing the provision of consumer information to credit reporting agencies and the use of consumer information);
the Truth-In-Lending Act (governing disclosures of credit terms to consumer borrowers);
the Truth-in-Savings Act (which requires disclosure of deposit terms to consumers);
the Electronic Funds Transfer Act (governing automatic deposits to and withdrawals from deposit accounts and customers’ rights and liabilities arising from the use of automated teller machines and other electronic banking services);
the Fair Debt Collection Act (governing the manner in which consumer debts may be collected by collection agencies);
the Right to Financial Privacy Act (which imposes a duty to maintain the confidentiality of consumer financial records and prescribes procedures for complying with administrative subpoenas of financial records);
the Home Mortgage Disclosure Act and Regulation C, requiring financial institutions to provide certain information about home mortgage and refinanced loans; and
the respective state-law counterparts to the above laws, as applicable, as well as state usury laws and laws regarding unfair and deceptive acts and practices.

Violations of applicable consumer protection laws can result in significant potential liability from litigation brought by customers, including actual damages, restitution and attorneys’ fees. Federal bank regulators, state attorneys general and state and local consumer protection agencies may also seek to enforce consumer protection requirements and obtain these and other remedies, including regulatory sanctions, customer rescission rights, action by the state and local attorneys general in each jurisdiction in which we operate and civil money penalties. Failure to comply with consumer protection requirements may also result in the Corporation’s failure to obtain any required bank regulatory approval for merger or acquisition transactions that it may wish to pursue or prohibition from engaging in such transactions even if approval is not required.


10

TableIn June 2019, the Bank entered into a Settlement Agreement and Agreed Order with the United States Department of Contents
PART I: ITEM 1. BUSINESS


Justice (“DOJ”) to address issues raised relative to the Equal Credit Opportunity Act and the Fair Housing Act within the Indianapolis-Marion County, Indiana market. While the DOJ investigation focused on that market during the period between January 1, 2011 and December 31, 2016, the Bank first physically entered the Indianapolis-Marion County market in February 2016, through a newly-constructed branch. There was no actual finding or adjudication with respect to any matter alleged by the DOJ, and the Bank has not admitted any of the allegations or to any liability. The Order was approved by the United States District Court for the Southern District of Indiana in August 2019.
The Dodd-Frank Act also created the Consumer Financial Protection Bureau (“CFPB”),CFPB, an independent federal agency whichcreated under the Dodd-Frank Act, was granted broad rulemaking, supervisory and enforcement powers under various federal consumer financial protection laws. Although all institutions arelaws, primarily with authority over banks and their affiliates with assets of more than $10 billion. As stated previously, with its assets having recently exceeded $10 billion for four consecutive quarters, the Bank and its affiliates will become subject to rules adopted by the CFPB and examination by the CFPB in conjunction with examinations by the institution’s primary federal regulator, the CFPB has primary examinationsupervisory and enforcement authority over institutions with assets of $10 billion or more. The FDIC has primary responsibility for examinationeffective as of the Bank and enforcement with respect to federal consumer protection laws so long asbeginning of the Bank has total consolidated assetssecond quarter of less than $10 billion.2020.

The consumer protection provisions of the Dodd-Frank Act and the examination, supervision and enforcement of those laws and implementing regulations by the CFPB have created a more complex environment for consumer finance regulation. The CFPB has significant authority to implement and enforce federal consumer finance laws, including the Truth in Lending Act, the Equal Credit Opportunity Act and new requirements for financial services products provided for in the Dodd-Frank Act, as well as the authority to identify and prohibit unfair, deceptive or abusive acts and practices. The review of products and practices to prevent such acts and practices is a continuing focus of the CFPB, and of banking regulators more broadly. The ultimate impact of this heightened scrutiny is uncertain but could result in changes to pricing, practices, products and procedures. It could also result in increased costs related to regulatory oversight, supervision and examination, additional remediation efforts and possible penalties. In addition, the Dodd-Frank Act provides the CFPB with broad supervisory, examination and enforcement authority over various consumer financial products and services, including the ability to require reimbursements and other payments to customers for alleged legal violations and to impose significant penalties, as well as injunctive relief that prohibits lenders from engaging in allegedly unlawful practices. The CFPB also has the authority to obtain cease and desist orders providing for affirmative relief or monetary penalties. The Dodd-Frank Act does not prevent states from adopting stricter consumer protection standards. State regulation of financial products and potential enforcement actions could also adversely affect our business, financial condition or results of operations.


Community Reinvestment Act


The Community Reinvestment Act of 1977 (the “CRA”) requires depository institutions to assist in meeting the credit needs of their market areas consistent with safe and sound banking practice. Under the CRA, each depository institution is required to help meet the credit needs of its market areas by, among other things, providing credit to low- and moderate-income individuals and communities. These factors are also considered in evaluating mergers, acquisitions and applications to open a branch or facility. The applicable federal regulators regularly conduct CRA examinations to assess the performance of financial institutions and assign one of four ratings to the institution’s records of meeting the credit needs of its community. During its last examination, a rating of “satisfactory” was received by the Bank.



10

Table of Contents
PART I: ITEM 1. BUSINESS


Financial Privacy


The federal banking regulators adopted rules that limit the ability of banks and other financial institutions to disclose non-public information about consumers to nonaffiliated third parties. These limitations require disclosure of privacy policies to consumers and, in some circumstances, allow consumers to prevent disclosure of certain personal information to a nonaffiliated third party. These regulations affect how consumer information is transmitted through diversified financial companies and conveyed to outside vendors.
The Bank is also subject to regulatory guidelines establishing standards for safeguarding customer information. These guidelines describe the federal banking agencies’ expectations for the creation, implementation and maintenance of an information security program, which would include administrative, technical and physical safeguards appropriate to the size and complexity of the institution and the nature and scope of its activities. The standards set forth in the guidelines are intended to ensure the security and confidentiality of customer records and information, protect against any anticipated threats or hazards to the security or integrity of such records and protect against unauthorized access to or use of such records or information that could result in substantial harm or inconvenience to any customer.


Anti-Money Laundering and the USA Patriot Act


A major focus of governmental policy on financial institutions in recent years has been aimed at combating money laundering and terrorist financing. The USA Patriot Act of 2001 (the “USA Patriot Act”) substantially broadened the scope of United States anti-money laundering laws and regulations by imposing significant new compliance and due diligence obligations on financial institutions, creating new crimes and penalties and expanding the extra-territorial jurisdiction of the United States.


The Bank Secrecy Act (the “BSA”) requires financial institutions to develop policies, procedures, and practices to prevent and deter money laundering, and mandates that every bank have a written, board-approved program that is reasonably designed to assure and monitor compliance with the BSA. In addition, banks are required to adopt a customer identification program as part of its BSA compliance program, and are required to file Suspicious Activity Reports when they detect certain known or suspected violations of federal law or suspicious transactions related to a money laundering activity or a violation of the BSA. In May 2016, the regulations implementing the BSA were amended to require covered institutions such as theThe Bank is also required to (1) identify and verify, subject to certain exceptions, the identity of the beneficial owners of all legal entity customers at the time a new account is opened, and (2) include, in its anti-money laundering program, risk-based procedures for conducting ongoing customer due diligence, which are to include procedures that: (a) assist in understanding the nature and purpose of customer relationships for the purpose of developing a customer risk profile, and (b) require the covered institutions to conduct ongoing monitoring to identify and report suspicious transactions and, on a risk basis, to maintain and update customer information. The Bank must comply with these amendments and new requirements by May 11, 2018.

Failure of a financial institution to maintain and implement adequate programs to combat money laundering and terrorist financing, or to comply with all of the relevant laws or regulations, could have serious legal and reputational consequences for the institution, including causing applicable bank regulatory authorities not to approve merger or acquisition transactions when regulatory approval is required or to prohibit such transactions even if approval is not required.


11

Table of Contents
PART I: ITEM 1. BUSINESS


Office of Foreign Assets Control Regulation
 
The United States has imposed economic sanctions that affect transactions with designated foreign countries, nationals and others which are administered by the U.S. Treasury Department Office of Foreign Assets Control. Failure to comply with these sanctions could have serious legal and reputational consequences, including causing applicable bank regulatory authorities not to approve merger or acquisition transactions when regulatory approval is required or to prohibit such transactions even if approval is not required.


The Sarbanes-Oxley Act


The Sarbanes-Oxley Act, which became law on July 30, 2002, added new legal requirements for public companies affecting corporate governance, accounting and corporate reporting. The Sarbanes-Oxley Act provides for, among other things:


a prohibition on personal loans made or arranged by the issuer to its directors and executive officers (except for loans made by a bank subject to Regulation O);
independence requirements for audit committee members;
independence requirements for company auditors;
certification of financial statements on Forms 10-K and 10-Q reports by the chief executive officer and the chief financial officer;
the forfeiture by the chief executive officer and chief financial officer of bonuses or other incentive-based compensation and profits from the sale of an issuer’s securities by such officers in the twelve-month period following initial publication of any financial statements that later require restatement due to corporate misconduct;
disclosure of off-balance sheet transactions;
two-business day filing requirements for insiders filing Form 4s;
disclosure of a code of ethics for financial officers and filing a Form 8-K for a change in or waiver of such code;
the reporting of securities violations “up the ladder” by both in-house and outside attorneys;
restrictions on the use of non-GAAP financial measures in press releases and SEC filings;
the formation of a public accounting oversight board; and
various increased criminal penalties for violations of securities laws.


The SEC was delegated the task of enacting rules to implement various provisions. In addition, each of the national stock exchanges developed new corporate governance rules, including rules strengthening director independence requirements for boards, the adoption of corporate governance codes and charters for the nominating, corporate governance and audit committees.


11

Table of Contents
PART I: ITEM 1. BUSINESS


Additional Matters


The Corporation and the Bank are subject to the Federal Reserve Act, which restricts financial transactions between banks and affiliated companies. The statute limits credit transactions between banks, affiliated companies and its executive officers and its affiliates. The statute prescribes terms and conditions for bank affiliate transactions deemed to be consistent with safe and sound banking practices. It also restricts the types of collateral security permitted in connection with the bank’s extension of credit to an affiliate. Additionally, all transactions with an affiliate must be on terms substantially the same or at least as favorable to the institution as those prevailing at the time for comparable transactions with non-affiliated parties.


The earnings of financial institutions are also affected by general economic conditions and prevailing interest rates, both domestic and foreign, and by the monetary and fiscal policies of the United States Government and its various agencies, particularly the Federal Reserve. The Federal Reserve regulates the supply of credit in order to influence general economic conditions, primarily through open market operations in United States Government obligations, varying the discount rate on financial institution borrowings, varying reserve requirements against financial institution deposits, and restricting certain borrowings by financial institutions and their subsidiaries. The monetary policies of the Federal Reserve have had a significant effect on the operating results of the Bank in the past and are expected to continue to do so in the future.


Additional legislation and administrative actions affecting the banking industry may be considered by the United States Congress, state legislatures and various regulatory agencies, including those referred to above. It cannot be predicted with certainty whether such legislation or administrative action will be enacted or the extent to which the banking industry, the Corporation or the Bank would be affected.






12

Table of Contents
PART I: ITEM 1. BUSINESS




STATISTICAL DATA


The following tables set forth statistical data on the Corporation and its subsidiaries.


DISTRIBUTION OF ASSETS, LIABILITIES AND STOCKHOLDERS’ EQUITY; INTEREST RATES AND INTEREST DIFFERENTIAL


The daily average balance sheet amounts, the related interest income or interest expense, and average rates earned or paid are presented in the following table:
Average Balance Interest
 Income /
Expense
 Average
Rate
 Average Balance Interest
 Income /
Expense
 Average
Rate
 Average Balance Interest
 Income /
Expense
 Average
Rate
Average Balance Interest
 Income /
Expense
 Average
Rate
 Average Balance Interest
 Income /
Expense
 Average
Rate
 Average Balance Interest
 Income /
Expense
 Average
Rate
(Dollars in Thousands)2017 2016 20152019 2018 2017
Assets:                                  
Interest-bearing deposits$75,417
 $736
 0.98% $69,753
 $350
 0.50% $61,373
 $160
 0.26%$211,683
 $4,225
 2.00% $110,232
 $2,241
 2.03% $75,417
 $736
 0.98%
Federal Reserve and Federal Home Loan Bank stock20,921
 894
 4.27
 24,268
 1,098
 4.52
 37,495
 1,967
 5.25
25,645
 1,370
 5.34
 24,538
 1,234
 5.03
 20,921
 894
 4.27
Investment Securities: (1)
                                  
Taxable726,004
 17,489
 2.41
 721,689
 16,415
 2.27
 703,019
 17,885
 2.54
1,101,247
 27,815
 2.53
 841,203
 21,597
 2.57
 726,004
 17,489
 2.41
Tax-exempt (2)
632,076
 32,891
 5.20
 550,335
 28,649
 5.21
 483,103
 26,034
 5.39
987,006
 40,070
 4.06
 762,623
 32,290
 4.23
 632,076
 32,891
 5.20
Total investment securities1,358,080
 50,380
 3.71
 1,272,024
 45,064
 3.54
 1,186,122
 43,919
 3.70
2,088,253
 67,885
 3.25
 1,603,826
 53,887
 3.36
 1,358,080
 50,380
 3.71
Loans held for sale7,707
 462
 5.99
 4,050
 372
 9.19
 3,725
 475
 12.75
18,402
 780
 4.24
 11,425
 540
 4.73
 7,707
 462
 5.99
Loans: (3)
                                  
Commercial4,267,651
 204,771
 4.80
 3,541,098
 162,848
 4.60
 3,187,239
 142,696
 4.48
5,631,146
 306,139
 5.44
 5,143,576
 274,302
 5.33
 4,267,651
 204,771
 4.80
Real estate mortgage679,284
 30,267
 4.46
 566,050
 25,156
 4.44
 457,013
 19,457
 4.26
811,188
 37,782
 4.66
 733,709
 33,549
 4.57
 679,284
 30,267
 4.46
Installment573,100
 28,204
 4.92
 485,111
 21,926
 4.52
 406,163
 18,177
 4.48
701,459
 38,071
 5.43
 640,310
 34,110
 5.33
 573,100
 28,204
 4.92
Tax-exempt (2)
353,542
 16,452
 4.65
 217,696
 10,039
 4.61
 125,699
 5,322
 4.23
527,995
 22,238
 4.21
 468,751
 18,813
 4.01
 353,542
 16,452
 4.65
Total loans5,881,284
 280,156
 4.76
 4,814,005
 220,341
 4.58
 4,179,839
 186,127
 4.45
7,690,190
 405,010
 5.27
 6,997,771
 361,314
 5.16
 5,881,284
 280,156
 4.76
Total earning assets7,335,702
 332,166
 4.53% 6,180,050
 266,853
 4.32% 5,464,829
 232,173
 4.25%10,015,771
 478,490
 4.78% 8,736,367
 418,676
 4.79% 7,335,702
 332,166
 4.53%
Net unrealized gain on securities available for sale4,360
     9,969
     11,800
    
Net unrealized gain (loss) on securities available for sale17,676
     (14,790)     4,360
    
Allowance for loan losses(70,380)     (62,976)     (62,975)    (81,000)     (77,444)     (70,380)    
Cash and cash equivalents142,503
     105,443
     98,051
    142,857
     131,925
     142,503
    
Premises and equipment97,446
     96,023
     82,710
    99,343
     94,567
     97,446
    
Other assets686,598
     570,756
     491,272
    896,673
     818,432
     686,598
    
Total Assets$8,196,229
     $6,899,265
     $6,085,687
    $11,091,320
     $9,689,057
     $8,196,229
    
Liabilities:                                  
Interest-bearing deposits:                                  
Interest-bearing accounts$1,730,272
 $5,817
 0.34% $1,427,535
 $2,579
 0.18% $1,109,829
 $1,374
 0.12%
Interest-bearing deposit accounts$3,070,861
 $33,921
 1.10% $2,319,081
 $17,577
 0.76% $1,730,272
 $5,817
 0.34%
Money market deposit accounts938,959
 2,788
 0.30
 825,681
 1,705
 0.21
 840,084
 1,768
 0.21
1,300,064
 14,111
 1.09
 1,097,762
 6,721
 0.61
 938,959
 2,788
 0.30
Savings deposits844,825
 734
 0.09
 731,902
 618
 0.08
 614,675
 672
 0.11
1,242,468
 9,464
 0.76
 1,065,031
 5,230
 0.49
 844,825
 734
 0.09
Certificates and other time deposits1,339,866
 14,467
 1.08
 1,151,700
 11,012
 0.96
 1,121,651
 11,041
 0.98
1,673,292
 34,089
 2.04
 1,514,271
 22,014
 1.45
 1,339,866
 14,467
 1.08
Total interest-bearing deposits4,853,922
 23,806
 0.49
 4,136,818
 15,914
 0.38
 3,686,239
 14,855
 0.40
7,286,685
 91,585
 1.26
 5,996,145
 51,542
 0.86
 4,853,922
 23,806
 0.49
Borrowings664,045
 13,806
 2.08
 512,356
 10,925
 2.13
 480,794
 9,939
 2.07
644,729
 17,160
 2.66
 718,061
 17,545
 2.44
 664,045
 13,806
 2.08
Total interest-bearing liabilities5,517,967
 37,612
 0.68
 4,649,174
 26,839
 0.58
 4,167,033
 24,794
 0.60
7,931,414
 108,745
 1.37
 6,714,206
 69,087
 1.03
 5,517,967
 37,612
 0.68
Noninterest-bearing deposits1,514,829
     1,301,399
     1,120,264
    1,495,949
     1,573,337
     1,514,829
    
Other liabilities52,909
     64,028
     44,666
    94,342
     57,653
     52,909
    
Total Liabilities7,085,705
     6,014,601
     5,331,963
    9,521,705
     8,345,196
     7,085,705
    
Stockholders' Equity1,110,524
     884,664
     753,724
    1,569,615
     1,343,861
     1,110,524
    
Total Liabilities and Stockholders' Equity$8,196,229
 37,612
   $6,899,265
 26,839
   $6,085,687
 24,794
  $11,091,320
 108,745
   $9,689,057
 69,087
   $8,196,229
 37,612
  
Net Interest Income (FTE)  $294,554
     $240,014
     $207,379
    $369,745
     $349,589
     $294,554
  
Net Interest Spread (FTE)(4)    3.85%     3.74%     3.65%    3.41%     3.76%     3.85%
                                  
Net Interest Margin (FTE):                                  
Interest Income (FTE) / Average Earning Assets    4.53%     4.32%     4.25%    4.78%     4.79%     4.53%
Interest Expense / Average Earning Assets    0.51%     0.43%     0.45%    1.09%     0.79%     0.51%
Net Interest Margin (FTE)(5)    4.02%     3.89%     3.80%    3.69%     4.00%     4.02%

















(1) Average balance of securities is computed based on the average of the historical amortized cost balances without the effects of the fair value adjustment.


(2) Tax-exempt securities and loans are presented on a fully taxable equivalent basis, using a marginal tax rate of 21 percent for both 2019 and 2018, while using 35 percent for 2017, 2016 and 2015.2017. These totals equal $13,085, $10,732 and $17,270, $13,541 and $10,975,respectively.
respectively.

(3) Non-accruing loans have been included in the average balances.


(4) Net Interest Spread (FTE) is interest income expressed as a percentage of average earning assets minus interest expense expressed as a percentage of average interest-bearing liabilities.


(5) Net Interest Margin (FTE) is interest income expressed as a percentage of average earning assets minus interest expense expressed as a percentage of average earning assets.

13

Table of Contents
PART I: ITEM 1. BUSINESS





ANALYSIS OF CHANGES IN NET INTEREST INCOME


The following table presents net interest income components on a tax-equivalent basis and reflects changes between periods attributable to movement in either the average balance or average interest rate for both earning assets and interest-bearing liabilities. The volume differences were computed as the difference in volume between the current and prior year multiplied by the interest rate from the prior year. The interest rate changes were computed as the difference in rate between the current and prior year multiplied by the volume from the prior year.  Volume/rate variances have been allocated on the basis of the absolute relationship between volume variances and rate variances.
2017 Compared to 2016
Increase (Decrease) Due To

2016 Compared to 2015
Increase (Decrease) Due To

2015 Compared to 2014
Increase (Decrease) Due To
2019 Compared to 2018
Increase (Decrease) Due To

2018 Compared to 2017
Increase (Decrease) Due To

2017 Compared to 2016
Increase (Decrease) Due To
(Dollars in Thousands, Fully Taxable Equivalent Basis)Volume
Rate
Total
Volume
Rate
Total
Volume
Rate
TotalVolume
Rate
Total
Volume
Rate
Total
Volume
Rate
Total
Interest Income: 
 
 
 
 
 
 
 
  
 
 
 
 
 
 
 
 
Interest-bearing deposits$31

$355

$386

$24

$166

$190

$20

$16

$36
$2,026

$(42)
$1,984

$450

$1,055

$1,505

$31

$355

$386
Federal Reserve and Federal Home Loan Bank stock(145)
(59)
(204)
(625)
(244)
(869)
(241)
84

(157)57

79

136

168

172

340

(145)
(59)
(204)
Investment securities3,133

2,183

5,316

3,095

(1,950)
1,145

961

949

1,910
15,799

(1,801)
13,998

8,551

(5,044)
3,507

3,133

2,183

5,316
Loans held for sale252

(162)
90

39

(142)
(103)
(274)
264

(10)301

(61)
240

190

(112)
78

252

(162)
90
Loans50,333

9,392

59,725

28,858

5,459

34,317

20,315

(6,721)
13,594
35,993

7,463

43,456

56,084

24,996

81,080

50,333

9,392

59,725
Totals53,604

11,709

65,313

31,391

3,289

34,680

20,781

(5,408)
15,373
54,176

5,638

59,814

65,443

21,067

86,510

53,604

11,709

65,313
Interest Expense: 
 
 
 
 
 
 
 
  
 
 
 
 
 
 
 
 
Interest-bearing NOW accounts640

2,598

3,238

463

742

1,205

47

217

264
Interest-bearing deposit accounts6,779

9,565

16,344

2,509

9,251

11,760

640

2,598

3,238
Money market deposit accounts258

825

1,083

(30)
(33)
(63)
132

64

196
1,423

5,967

7,390

540

3,393

3,933

258

825

1,083
Savings deposits98

18

116

115

(169)
(54)
91

(38)
53
983

3,251

4,234

239

4,257

4,496

98

18

116
Certificates and other time deposits1,929

1,526

3,455

292

(321)
(29)
672

1,992

2,664
2,504

9,571

12,075

2,061

5,486

7,547

1,929

1,526

3,455
Borrowings3,160

(279)
2,881

666

320

986

(234)
9

(225)(1,877)
1,492

(385)
1,185

2,554

3,739

3,160

(279)
2,881
Totals6,085

4,688

10,773

1,506

539

2,045

708

2,244

2,952
9,812

29,846

39,658

6,534

24,941

31,475

6,085

4,688

10,773
Change in net interest income (fully taxable equivalent basis)$47,519

$7,021

54,540

$29,885

$2,750

32,635

$20,073

$(7,652)
12,421
$44,364

$(24,208)
20,156

$58,909

$(3,874)
55,035

$47,519

$7,021

54,540
Tax equivalent adjustment using marginal rate of 35% for 2017, 2016, and 2015 
 
(3,729)
 
 
(2,566)
 
 
(3,054)
Tax equivalent adjustment using marginal rate of 21% for both 2019 and 2018 and 35% for 2017 
 
(2,353)
 
 
6,538

 
 
(3,729)
Change in net interest income 
 
$50,811

 
 
$30,069

 
 
$9,367
 
 
$17,803

 
 
$61,573

 
 
$50,811




INVESTMENT SECURITIES


Management evaluates securities for OTTIother-than-temporary-impairment ("OTTI") at least on a quarterly basis, and more frequently when economic or market conditions warrant such an evaluation. The investment securities portfolio is evaluated for OTTI by segregating the portfolio into two general segments and applying the appropriate OTTI model. Investment securities are generally evaluated for OTTI under ASC 320, Investments – Debt and Equity Securities. However, certain purchased beneficial interests, including certain non-agency government-sponsored mortgage-backed securities, asset-backed securities and collateralized debt obligations are evaluated using the model outlined in ASC 325-10, Investments - Other.


In determining OTTI, under ASC 320, management considers many factors, including: (1) the length of time and the extent to which the fair value has been less than cost, (2) the financial condition and near term prospects of the issuer, (3) whether the market decline was affected by macroeconomic conditions, and (4) whether the Corporation has the intent to sell the debt security or more likely than not, will be required to sell the debt security before its anticipated recovery. The assessment of whether an other-than-temporary decline exists involves a high degree of subjectivity and judgment and is based on the information available to management at a point in time.


When OTTI occurs, the amount of OTTI recognized in the income statement depends on whether the Corporation intends to sell the security or it is more likely than not that the Corporation will be required to sell the security before recovery of its amortized cost basis, less any recognized credit loss. If the intent is to sell, or it is more likely than not that the Corporation will be required to sell the security before recovery of its amortized cost basis, less any recognized credit loss, the OTTI shall be recognized in earnings equal to the entire difference between the investment’s amortized cost basis, less any recognized credit loss, and its fair value at the balance sheet date. If the intent is not to sell the security and it is not more likely than not that the Corporation will be required to sell the security before the recovery of its amortized cost basis less any recognized credit loss, the OTTI has been separated into the amount representing the credit loss and the amount related to all other factors. The amount of the total OTTI related to the credit loss is determined based on the present value of cash flows expected to be collected and is recognized in earnings. The amount of the total OTTI related to other factors is recognized in other comprehensive income, net of applicable income taxes. The previous amortized cost basis less the OTTI recognized in earnings becomes the new amortized cost basis of the investment.


The Corporation’s management has evaluated all securities with unrealized losses for OTTI as of December 31, 20172019 and concluded no OTTI existed in 2017.  The evaluations are based on the nature of the securities, the extent and duration of the loss and the intent and ability of the Corporation to hold these securities either to maturity or through the expected recovery period.2019.  




14

Table of Contents
PART I: ITEM 1. BUSINESS




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


The amortized cost, gross unrealized gains, gross unrealized losses and approximate market value of the investment securities at the dates indicated were:
Amortized Cost Gross Unrealized Gains Gross Unrealized Losses Fair ValueAmortized Cost Gross Unrealized Gains Gross Unrealized Losses Fair Value
Available for sale at December 31, 2017       
Available for sale at December 31, 2019       
U.S. Government-sponsored agency securities$38,529
 $346
 $
 $38,875
State and municipal$510,852
 $16,932
 $1,091
 $526,693
859,511
 41,092
 807
 899,796
U.S. Government-sponsored mortgage-backed securities473,325
 964
 3,423
 470,866
842,349
 10,378
 1,404
 851,323
Corporate obligations31
 
 

 31
31
 
 
 31
Equity securities2,357
 
 
 2,357
Total available for sale986,565
 17,896
 4,514
 999,947
1,740,420
 51,816
 2,211
 1,790,025
Held to maturity at December 31, 2017       
Held to maturity at December 31, 2019       
U.S. Government-sponsored agency securities22,618
 

 435
 22,183
15,619
 1
 37
 15,583
State and municipal235,594
 6,295
 244
 241,645
354,115
 15,151
 107
 369,159
U.S. Government-sponsored mortgage-backed securities301,443
 3,341
 1,404
 303,380
434,804
 6,921
 401
 441,324
Foreign Investment1,000
     1,000
Foreign investment1,500





1,500
Total held to maturity560,655
 9,636
 2,083
 568,208
806,038
 22,073
 545
 827,566
Total Investment Securities$1,547,220
 $27,532
 $6,597
 $1,568,155
$2,546,458
 $73,889
 $2,756
 $2,617,591




Amortized Cost Gross Unrealized Gains Gross Unrealized Losses Fair ValueAmortized Cost Gross Unrealized Gains Gross Unrealized Losses Fair Value
Available for sale at December 31, 2016       
Available for sale at December 31, 2018       
U.S. Government-sponsored agency securities$100
 

 
 $100
$13,493

$92

$3

$13,582
State and municipal360,779
 $8,443
 $5,564
 363,658
605,994

5,995

5,854

606,135
U.S. Government-sponsored mortgage-backed securities313,459
 1,904
 3,071
 312,292
530,209

634

8,396

522,447
Corporate obligations31
   

 31
31





31
Equity securities21,820
   1,039
 20,781
Total available for sale696,189
 10,347
 9,674
 696,862
1,149,727

6,721

14,253

1,142,195
Held to maturity at December 31, 2016       
Held to maturity at December 31, 2018





 
U.S. Government-sponsored agency securities22,619
   479
 22,140
22,618



545

22,073
State and municipal224,811
 3,136
 1,796
 226,151
197,909

2,858

872

199,895
U.S. Government-sponsored mortgage-backed securities360,213
 4,956
 1,527
 363,642
268,860

713

3,323

266,250
Foreign investment1,000



1

999
Total held to maturity607,643
 8,092
 3,802
 611,933
490,387

3,571

4,741

489,217
Total Investment Securities$1,303,832
 $18,439
 $13,476
 $1,308,795
$1,640,114

$10,292

$18,994

$1,631,412




Amortized Cost Gross Unrealized Gains Gross Unrealized Losses Fair ValueAmortized Cost Gross Unrealized Gains Gross Unrealized Losses Fair Value
Available for sale at December 31, 2015       
U.S. Government-sponsored agency securities$100
 $4
 
 $104
Available for sale at December 31, 2017       
State and municipal291,730
 14,241
 $60
 305,911
$510,852
 $16,932
 $1,091
 $526,693
U.S. Government-sponsored mortgage-backed securities342,550
 4,234
 518
 346,266
473,325
 964
 3,423
 470,866
Corporate obligations31
  
 

 31
31
 


 31
Equity securities3,912
     3,912
2,357
 


 2,357
Certificates of deposit2,176
     2,176
Total available for sale640,499
 18,479
 578
 658,400
986,565
 17,896
 4,514
 999,947
Held to maturity at December 31, 2015       
Held to maturity at December 31, 2017       
U.S. Government-sponsored agency securities22,618



435

22,183
State and municipal219,767
 6,982
 15
 226,734
235,594

6,295

244

241,645
U.S. Government-sponsored mortgage-backed securities398,832
 7,601
 787
 405,646
301,443

3,341

1,404

303,380
Foreign investment1,000
 
 
 1,000
Total held to maturity618,599
 14,583
 802
 632,380
560,655

9,636

2,083

568,208
Total Investment Securities$1,259,098
 $33,062
 $1,380
 $1,290,780
$1,547,220

$27,532

$6,597

$1,568,155


15

Table of Contents
PART I: ITEM 1. BUSINESS




The cost and yieldsyield for Federal Reserve and Federal Home Loan Bank stock areis included in the table below.
2017 2016 20152019 2018 2017
(Dollars in Thousands)Cost Yield Cost Yield Cost YieldCost Yield Cost Yield Cost Yield
Federal Reserve and Federal Home Loan Bank stock at December 31:           
Federal Reserve Bank stock        $19,456
 6.0%
Federal Home Loan Bank stock$23,825
 3.8% $17,964
 4.3% 18,177
 5.3%$28,736
 4.8% $24,588
 5.0% $23,825
 3.8%
Total$23,825
 3.8% $17,964
 4.3% $37,633
 5.7%$28,736
 4.8% $24,588
 5.0% $23,825
 3.8%




Federal Home Loan Bank stock has been reviewed for impairment and the analysis reflected no impairment.  The Corporation’s Federal Home Loan Bank stock is primarily in the Federal Home Loan Bank of Indianapolis and it continued to produce sufficient financial results to pay dividends. In 2016, the Bank redeemed all Federal Reserve Bank stock as a result of the conversion of the Bank's banking charter from a national association to an Indiana state-chartered bank.


There were no issuers included in the investment security portfolio at December 31, 2017, 20162019, 2018 or 20152017 where the aggregate carrying value of any one issuer exceeded 10 percent of the Corporation's stockholders' equity at those dates. The term "issuer" excludes the U.S. Government and its sponsored agencies and corporations.


The maturity distribution and average yields for the securities portfolio at December 31, 20172019 were:
Within 1 Year 1-5 Years 5-10 YearsWithin 1 Year 1-5 Years 5-10 Years
(Dollars in Thousands)Amount 
Yield (1)
 Amount 
Yield (1)
 Amount 
Yield (1)
Amount 
Yield (1)
 Amount 
Yield (1)
 Amount 
Yield (1)
Securities available for sale December 31, 2017           
Securities available for sale December 31, 2019           
U.S. Government-sponsored agency securities$375

2.3% $1,147
 2.6% $37,353
 2.7%
State and municipal$425
 6.3% $5,204
 6.2% $78,806
 5.3%761
 5.4% 3,994
 4.9% 39,567
 4.2%

$425
 6.3% $5,204
 6.2% $78,806
 5.3%$1,136
 4.4% $5,141
 4.4% $76,920
 3.5%




Due After Ten Years 
Equity and U.S. Government-
Sponsored
 Mortgage - Backed
Securities
 TotalDue After Ten Years 
U.S. Government-
Sponsored
 Mortgage - Backed
Securities
 Total
Amount 
Yield (1)
 Amount 
Yield (1)
 Amount 
Yield (1)
Amount 
Yield (1)
 Amount 
Yield (1)
 Amount 
Yield (1)
U.S. Government-sponsored agency securities$
 % $
 % $38,875
 2.7%
State and municipal$442,258
 5.0%     $526,693
 5.0%855,474
 3.9% 
 % 899,796
 4.0%
Equity securities
 
 $2,357
 2.7% 2,357
 2.7%
U.S. Government-sponsored mortgage-backed securities

%
851,323

2.7%
851,323

2.7%
Corporate obligations31
 % 
 
 31
 %31

%


%
31

%
U.S. Government-sponsored mortgage-backed securities    470,866
 2.7% 470,866
 2.7%
$442,289
 5.0% $473,223
 2.7% $999,947
 3.9%$855,505
 3.9% $851,323
 2.7% $1,790,025
 3.3%




Within 1 Year 1-5 Years 5-10 YearsWithin 1 Year
1-5 Years
5-10 Years
Amount 
Yield (1)
 Amount 
Yield (1)
 Amount 
Yield (1)
Securities held to maturity at December 31, 2017           
(Dollars in Thousands)Amount
Yield (1)

Amount
Yield (1)

Amount
Yield (1)
Securities held to maturity at December 31, 2019 
 
 
 
 
 
U.S. Government-sponsored agency securities    $22,618
 1.8% 

 

$

%
$15,619

1.6%
$

%
State and municipal$12,015
 6.0% 52,528
 6.3% $54,441
 5.4%9,920

4.9%
28,078

4.3%
84,153

4.2%
Foreign Investment



1,000

2.2%



U.S. Government-sponsored mortgage-backed securities

%


%


%
Foreign investment

%
1,500

2.9%


%
$12,015
 6.0% $76,146
 4.9% $54,441
 5.4%$9,920

4.9%
$45,197

3.3%
$84,153

4.2%




Due After Ten Years 
Equity and U.S. Government-
Sponsored
 Mortgage - Backed
Securities
 TotalDue After Ten Years 
U.S. Government-
Sponsored
 Mortgage - Backed
Securities
 Total
Amount 
Yield (1)
 Amount 
Yield (1)
 Amount 
Yield (1)
Amount 
Yield (1)
 Amount 
Yield (1)
 Amount 
Yield (1)
U.S. Government-sponsored agency securities        $22,618
 1.8%$

%
$

%
$15,619

1.6%
State and municipal$116,610
 5.1%     235,594
 5.5%231,964
 4.0% 
 % 354,115
 4.1%
Foreign Investment









1,000

2.2%
U.S. Government-sponsored mortgage-backed securities  
 $301,443
 2.8% 301,443
 2.8%

%
434,804

2.8%
434,804

2.8%
Foreign investment

%


%
1,500

2.9%
$116,610
 5.1% $301,443
 2.8% $560,655
 3.9%$231,964
 4.0% $434,804
 2.8% $806,038
 3.3%


_

______________________________


(1) Interest yields are presented on a fully taxable equivalent basis using a 3521 percent tax rate.


16

Table of Contents
PART I: ITEM 1. BUSINESS




The following tables show the Corporation’s gross unrealized losses and fair value, aggregated by investment category and length of time that individual securities have been in a continuous unrealized loss position, at December 31, 20172019 and 2016:2018:
Less than 12 Months 12 Months or Longer TotalLess than 12 Months 12 Months or Longer Total
Fair
Value
 Gross
Unrealized
Losses
 Fair
Value
 Gross
Unrealized
Losses
 Fair
Value
 Gross
Unrealized
Losses
Fair
Value
 Gross
Unrealized
Losses
 Fair
Value
 Gross
Unrealized
Losses
 Fair
Value
 Gross
Unrealized
Losses
Temporarily Impaired Available for Sale Securities at December 31, 2017
           
Temporarily Impaired Available for Sale Securities at December 31, 2019           
State and municipal$13,296
 $198
 $35,324
 $893
 $48,620
 $1,091
$76,273
 $807
 $
 $
 $76,273
 $807
U.S. Government-sponsored mortgage-backed securities182,755
 1,520
 68,667
 1,903
 251,422
 3,423
127,673
 1,326
 20,796
 78
 148,469
 1,404
Total Temporarily Impaired Available for Sale Securities196,051
 1,718
 103,991
 2,796
 300,042
 4,514
203,946
 2,133
 20,796
 78
 224,742
 2,211
Temporarily Impaired Held to Maturity Securities at December 31, 2017           
Temporarily Impaired Held to Maturity Securities at December 31, 2019           
U.S. Government-sponsored agency securities9,988
 131
 12,196
 304
 22,184
 435
3,016
 4
 12,467
 33
 15,483
 37
State and municipal2,430
 36
 15,805
 208
 18,235
 244
22,947
 107
 
 
 22,947
 107
U.S. Government-sponsored mortgage-backed securities62,508
 485
 43,078
 919
 105,586
 1,404
124,253
 364
 7,991
 37
 132,244
 401
Total Temporarily Impaired Held to Maturity Securities74,926
 652
 71,079
 1,431
 146,005
 2,083
150,216
 475
 20,458
 70
 170,674
 545
Total Temporarily Impaired Investment Securities$270,977
 $2,370
 $175,070
 $4,227
 $446,047
 $6,597
$354,162
 $2,608
 $41,254
 $148
 $395,416
 $2,756




Less than 12 Months 12 Months or Longer TotalLess than 12 Months 12 Months or Longer Total
Fair
Value
 Gross
Unrealized
Losses
 Fair
Value
 Gross
Unrealized
Losses
 Fair
Value
 Gross
Unrealized
Losses
Fair
Value
 Gross
Unrealized
Losses
 Fair
Value
 Gross
Unrealized
Losses
 Fair
Value
 Gross
Unrealized
Losses
Temporarily Impaired Available for Sale Securities at December 31, 2016
           
State and municipal$126,593
 $5,564
 
 
 $126,593
 $5,564
U.S. Government-sponsored mortgage-backed securities185,544
 3,071
 
 
 185,544
 3,071
Equity securities18,765
 1,039
     18,765
 1,039
Total Temporarily Impaired Available for Sale Securities330,902
 9,674
 
 
 330,902
 9,674
Temporarily Impaired Held to Maturity Securities at December 31, 2016           
Temporarily Impaired Available for Sale Securities at December 31, 2018           
U.S. Government-sponsored agency securities19,121
 479
 19,121
 479
$1,490

$3

$

$

$1,490

$3
State and municipal50,897
 1,796
 
 
 50,897
 1,796
234,431
 3,958
 38,028
 1,896
 272,459
 5,854
U.S. Government-sponsored mortgage-backed securities109,377
 1,527
 
 
 109,377
 1,527
196,601
 2,400
 217,121
 5,996
 413,722
 8,396
Total Temporarily Impaired Available for Sale Securities432,522
 6,361
 255,149
 7,892
 687,671
 14,253
Temporarily Impaired Held to Maturity Securities at December 31, 2018           
U.S. Government-sponsored agency securities
 
 22,073

545
 22,073
 545
State and municipal14,952
 369
 16,786
 503
 31,738
 872
U.S. Government-sponsored mortgage-backed securities102,828
 876
 87,268
 2,447
 190,096
 3,323
Foreign investment



999

1

999

1
Total Temporarily Impaired Held to Maturity Securities179,395
 3,802
 
 
 179,395
 3,802
117,780
 1,245
 127,126
 3,496
 244,906
 4,741
Total Temporarily Impaired Investment Securities$510,297
 $13,476
 
 
 $510,297
 $13,476
$550,302
 $7,606
 $382,275
 $11,388
 $932,577
 $18,994




LOAN PORTFOLIO


The following table shows the composition of the Corporation’s loan portfolioby collateral classification, including purchased credit impaired loans, for the years indicated:
 2017
2016
2015
2014
2013
(Dollars in Thousands)Amount
%
Amount
%
Amount
%
Amount
%
Amount
%
Loans at December 31: 
 
 
 
 
 
 
 
 
 
Commercial and industrial loans$1,493,493

22.1%
$1,194,646

23.2%
$1,057,075

22.5%
$896,688

22.8%
$761,705

21.0%
Agricultural production financing
and other loans to farmers
121,757

1.8

79,689

1.6

97,711

2.1

104,927

2.7

114,348

3.1
Real estate loans: 
 
 
 
 
 
 
 
 
 
Construction612,219

9.1

418,703

8.1

366,704

7.8

207,221

5.3

177,082

4.9
Commercial and farmland2,562,691

38.0

1,953,062

38.1

1,802,921

38.5

1,672,661

42.6

1,611,809

44.4
Residential962,765

14.3

739,169

14.4

786,105

16.7

647,315

16.5

616,385

17.0
Home equity514,021

7.6

418,525

8.1

348,613

7.4

286,529

7.3

255,223

7.0
Individuals' loans for household and
other personal expenditures
86,935

1.3

77,479

1.5

74,717

1.6

73,400

1.9

69,783

1.9
Lease financing receivables, net of unearned income2,527




311




588




1,106




1,545



Other commercial loans394,791

5.8

258,061

5.0

159,388

3.4

35,018

0.9

24,529

0.7
Loans6,751,199

100.0%
5,139,645

100.0%
4,693,822

100.0%
3,924,865

100.0%
3,632,409

100.0%
Allowance for loan losses(75,032)
 
(66,037)
 
(62,453)
 
(63,964)
 
(67,870)
 
Net Loans$6,676,167

 
$5,073,608

 
$4,631,369

 
$3,860,901

 
$3,564,539

 








17

Table of Contents
PART I: ITEM 1. BUSINESS


At July 14, 2017, loans of $749.7 million with a fair value discount of $23.7 million were acquired in the IAB acquisition. The May 19, 2017 acquisition of Arlington Bank included loans of $238.9 million with a fair value discount of $6.6 million. At December 31, 2015, loans of $331.0 million with a fair value discount of $14.0 million were acquired in the Ameriana transaction. The April 17, 2015 acquisition of C Financial included loans of $113.2 million with a fair value discount of $2.6 million. The assets acquired in the November 7, 2014 Community transaction included $153.9 million in loans which were acquired at a fair value discount of $8.8 million. The November 12, 2013 CFS acquisition included loans of $639.6 million and a fair value discount of $36.5 million.
The majority of the portfolio is comprised of loans secured by commercial and farmland real estate, commercial and industrial loans and loans secured by residential real estate. Commercial and farmland real estate loans made up 38.0 percent and 38.1 percent of loans at December 31, 2017 and 2016, respectively. Commercial and industrial loans made up 22.1 percent and 23.2 percent of loans and residential real estate loans, including home equity, made up 21.9 percent and 22.5 percent of loans at December 31, 2017 and 2016, respectively. Loans are generated from customers primarily in central northwest and northeastnorthern Indiana, northeast Illinois, and central Ohio, and southeast Michigan and are typically secured by specific items of collateral, including real property, consumer assets, and business assets. The following table shows the composition of the Corporation’s loan portfolioby collateral classification, including purchased credit impaired loans, for the years indicated:

 2019
2018
2017
2016
2015
(Dollars in Thousands)Amount
%
Amount
%
Amount
%
Amount
%
Amount
%
Loans at December 31: 
 
 
 
 
 
 
 
 
 
Commercial and industrial loans$2,109,879

24.9%
$1,726,664

23.9%
$1,493,493

22.1%
$1,194,646

23.2%
$1,057,075

22.5%
Agricultural production financing
and other loans to farmers
93,861

1.1

92,404

1.3

121,757

1.8

79,689

1.6

97,711

2.1
Real estate loans: 
 
 
 
 
 
 
 
 
 
Construction787,568

9.3

545,729

7.5

612,219

9.1

418,703

8.1

366,704

7.8
Commercial and farmland3,052,698

36.1

2,832,102

39.2

2,562,691

38.0

1,953,062

38.1

1,802,921

38.5
Residential1,143,217

13.5

966,421

13.4

962,765

14.3

739,169

14.4

786,105

16.7
Home equity588,984

7.0

528,157

7.3

514,021

7.6

418,525

8.1

348,613

7.4
Individuals' loans for household and
other personal expenditures
135,989

1.6

99,788

1.4

86,935

1.3

77,479

1.5

74,717

1.6
Public finance and other commercial loans547,114

6.5

433,202

6.0

397,318

5.8

258,372

5.0

159,976

3.4
Loans8,459,310

100.0%
7,224,467

100.0%
6,751,199

100.0%
5,139,645

100.0%
4,693,822

100.0%
Allowance for loan losses(80,284)
 
(80,552)
 
(75,032)
 
(66,037)
 
(62,453)
 
Net Loans$8,379,026

 
$7,143,915

 
$6,676,167

 
$5,073,608

 
$4,631,369

 


Public finance and other commercial loans is primarily comprised of loans secured by states and political subdivisions in the United States.

17

Table of Contents
PART I: ITEM 1. BUSINESS


The following table details gross loan balances and the associated fair value discount by acquisition.

(Dollars in Thousands)
Acquired Institution
Date
Gross Loan Balance
Fair Value Discount
MBT
September 1, 2019
$751,353

$18,775
IAB
July 14, 2017
$749,713

$23,737
Arlington Bank
May 19, 2017
$238,867

$6,561
Ameriana
December 31, 2015
$330,918

$13,989
C Financial
April 17, 2015
$113,221

$2,596


At December 31, 2019 and 2018, the remaining fair value discount on acquired loans was $36,622,000 and $30,054,000, respectively.  

LOAN MATURITIES


Presented in the table below are the maturities of loans (excluding residential real estate, home equity, individuals’ loans for household and other personal expenditures and lease financing) outstanding as of December 31, 2017,2019, by collateral classification. Also presented are the amounts due after one year, classified according to the sensitivity to changes in interest rates. The tables classify variable rate loans pursuant to the contractual repricing dates of the underlying loans, while fixed rate loans are classified by contractual maturity date.
(Dollars in Thousands)Maturing
Within 1 Year

Maturing
1-5 Years

Maturing Over
5 Years

TotalMaturing
Within 1 Year

Maturing
1-5 Years

Maturing Over
5 Years

Total
Commercial and industrial loans$1,156,547

$205,667

$131,279

$1,493,493
$1,616,486

$312,626

$180,767

$2,109,879
Agriculture production financing and other loans to farmers103,608

16,593

1,556

121,757
79,335

13,418

1,108

93,861
Real estate loans:





















Construction554,811

24,609

32,799

612,219
704,976

42,779

39,813

787,568
Commercial and farmland1,282,712

981,013

298,966

2,562,691
1,558,375

1,195,764

298,559

3,052,698
Other commercial loans18,308

60,821

315,662

394,791
Public finance and other commercial loans20,288

57,411

468,644

546,343
Total$3,115,986

$1,288,703

$780,262

$5,184,951
$3,979,460

$1,621,998

$988,891

$6,590,349




(Dollars in Thousands)Maturing
1-5 Years

Maturing Over
5 Years
Maturing
1-5 Years

Maturing Over
5 Years
Loans maturing after one year with:

 

 
Fixed rate$828,136

$711,327
$1,104,429

$895,048
Variable rate460,567

68,935
517,569

93,843
Total$1,288,703

$780,262
$1,621,998

$988,891




NON-PERFORMING ASSETS


The table below summarizes non-performing assets and loans deemed impaired loansin accordance with ASC 310-10 for the years indicated:
December 31,
December 31,
December 31,
December 31,
December 31,December 31,
December 31,
December 31,
December 31,
December 31,
(Dollars in Thousands)2017
2016
2015
2014
20132019
2018
2017
2016
2015
Non-performing assets: 
 
 
 
  
 
 
 
 
Non-accrual loans$28,724

$29,998

$31,389

$48,789

$56,402
$15,949

$26,148

$28,724

$29,998

$31,389
Renegotiated loans1,013

4,747

1,923

1,992

3,048
841

1,103

1,013

4,747

1,923
Non-performing loans (NPL)29,737

34,745

33,312

50,781

59,450
16,790

27,251

29,737

34,745

33,312
Other real estate owned10,373

8,966

17,257

19,293

22,246
7,527

2,179

10,373

8,966

17,257
Non-performing assets (NPA)40,110

43,711

50,569

70,074

81,696
24,317

29,430

40,110

43,711

50,569
90+ days delinquent and still accruing924

112

907

4,663

1,350
NPAs & 90+ days delinquent$41,034

$43,823

$51,476

$74,737

$83,046
90 days or more delinquent and still accruing69

1,855

924

112

907
NPAs & 90 days or more delinquent$24,386

$31,285

$41,034

$43,823

$51,476
Impaired loans$52,687

$72,050

$97,527

$116,223

$119,755
$11,709

$22,025

$23,211

$26,015

$23,355




Loans are reclassified to a non-accruing status when, in management’s judgment, the collateral value and financial condition of the borrower do not justify accruing interest. Interest previously recorded, but not deemed collectible, is reversed and charged against current income. Payments subsequently received on non-accrual loans are applied to principal.


At December 31, 2017,2019, non-accrual loans totaled $15,949,000, a decrease of $28,724,000 decreased $1,274,000$10,199,000 from December 31, 2016.2018. At December 31, 2019, 2018, 2017, 2016, 2015, 2014, and 2013,2015, non-accrual loans include assets acquired during the respective periods of $3,697,000, $0, $4,822,000, $0, $2,229,000, $5,674,000 and $22,703,000.$2,229,000.


Other real estate owned ("OREO") at December 31, 20172019 increased $1,407,000$5,348,000 from the December 31, 20162018 balance of $8,966,000.$2,179,000. The increase in OREO was primarily driven by $6.3 million in collateral fromthe result of a purchased credit impaired relationship acquired in 2013.single commercial property with a carrying value of $5.9 million. At December 31 2015, 2014, and 2013,2019, OREO included assets acquired from MBT during the respective periodsperiod of $5,719,000, $6,662,000, and $12,899,000.$136,000. At December 31, 2018, 2017 and 2016, OREO did not include any assets acquired during the respective periods. At December 31, 2015, OREO included assets acquired during the period of $5,719,000.



18

Table of Contents
PART I: ITEM 1. BUSINESS




Renegotiated loans are loans for which concessions are granted to the borrower due to deterioration in the financial condition of the borrower, resulting in the inability of the borrower to meet the original contractual terms of the loans. These concessions may include interest rate reductions, principal forgiveness, extensions of maturity date or other actions intended to minimize losses.  Certain loans restructured may be excluded from restructured loan disclosures in years subsequent to the restructuring if the loans are in compliance with their modified terms. A non-accrual loan that is restructured may remain non-accrual for a period of approximately six months until the borrower can demonstrate their ability to meet the restructured terms. A borrower's performance prior to the restructuring, as well as after, will be considered in assessing whether the borrower can meet the new terms resulting in the loan being returned to accruing status in a shorter or longer period of time than the standard six months. If the borrower’s performance under the modified terms is not reasonably assured, the loan will remain non-accrual.


For the year ended December 31, 2017,2019, interest income of $768,000$277,000 was recognized on the non-accruing and renegotiated loans listed in the table above, whereas interest income of $2,892,000$749,000 would have been recognized under their original loan terms.


Commercial impairedImpaired loans, at December 31, 2017 totaled $52,687,000 and included loans acquired during the year of $7,175,000. There were no loans acquired during the period ending December 31, 2016. At December 31, 2015, 2014 and 2013, commercial impaired loans included assets acquired during the respective periods of $13,206,000, $17,027,000, and $69,448,000. Commercial impaired loanswhich include non-accrual loans, loans accounted for under ASC 310-30, and loans risk graded as substandard, doubtful and loss that were still accruing but deemed impaired according to the guidance set forth in ASC 310. Also included in impaired loans are accruing loans that are contractually past due 90 days or more and troubled debt restructures.totaled $11,709,000 at December 31, 2019. A loan is deemed impaired under ASC 310 when, based on current information or events, it is probable that all amounts due of principal and interest according to the contractual terms of the loan agreement will not be collected. A specific allowance of $1,233,000,$689,000, on a subset of commercial impaired loans totaling $3,379,000,$4,357,000, was included in the Corporation’s December 31, 20172019 allowance for loan losses. Loss reserves for acquired loans totaled $691,000,$124,000, and were included in the aforementioned specific allowance as a result of subsequent deterioration.


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


In addition to the impaired loans discussed above, management also identified commercial loans totaling $254,300,000$330,409,000 as of December 31, 20172019 that were deemed to be risk graded criticized, but not impaired. Comparatively, commercial loans risk graded criticized loansbut not deemed impaired at December 31, 2016, 2015, 2014 and 2013 were $233,538,000, $240,848,000, $161,860,000 and $132,400,000; respectively.2018 totaled $259,585,000. These loans are not included in the table above, or the impaired loan table in the footnotes to the consolidated financial statements.  A loan risk graded criticized loan is a loan in which there are concerns regarding the borrower’s ability to comply with the repayment terms and would include loans graded special mention or worse.


See additional information regarding loan credit quality in NOTE 5. LOANS AND ALLOWANCE of the Notes to Consolidated Financial Statements included in Item 8 of this Annual Report on Form 10-K.




19

Table of Contents
PART I: ITEM 1. BUSINESS




SUMMARY OF LOAN LOSS EXPERIENCE


The following table summarizes the loan loss experience, by collateral segment, for the years indicated:
(Dollars in Thousands)2017
2016
2015
2014
20132019
2018
2017
2016
2015
Allowance for loans losses: 
 
 
 
 
Allowance for loan losses: 
 
 
 
 
Balances, January 1$66,037

$62,453

$63,964

$67,870

$69,366
$80,552

$75,032

$66,037

$62,453

$63,964
Charge-offs:

















Commercial (1)
1,383

2,464

2,356

7,246

6,117
1,732

2,316

1,383

2,464

2,356
Commercial real estate (2)
1,737

2,408

1,437

6,608

7,493
3,675

2,741

1,737

2,408

1,437
Consumer593

567

620

657

623
569

749

593

567

620
Residential1,315

1,990

3,859

2,869

3,886
645

2,177

1,315

1,990

3,859
Finance leases







2

15
Total Charge-offs5,028

7,429

8,272

17,382

18,134
6,621

7,983

5,028

7,429

8,272
Recoveries: 
 
 
 
  
 
 
 
 
Commercial (3)
1,590

1,806

1,911

5,435

4,586
1,244

2,456

1,590

1,806

1,911
Commercial real estate (4)
2,260

2,090

2,545

3,297

3,552
1,289

2,525

2,260

2,090

2,545
Consumer324

369

352

377

556
401

302

324

369

352
Residential706

1,091

1,536

1,783

1,292
619

993

706

1,091

1,536
Finance leases







24

4
Total Recoveries4,880

5,356

6,344

10,916

9,990
3,553

6,276

4,880

5,356

6,344
Net Charge-offs148

2,073

1,928

6,466

8,144
3,068

1,707

148

2,073

1,928
Provisions for loan losses9,143

5,657

417

2,560

6,648
2,800

7,227

9,143

5,657

417
Balance at December 31$75,032

$66,037

$62,453

$63,964

$67,870
$80,284

$80,552

$75,032

$66,037

$62,453
Ratio of net charge-offs during the period to average loans outstanding during the period0.00%
0.04%
0.05%
0.17%
0.27%0.04%
0.02%
0.00%
0.04%
0.05%

The increases in provision expense and the allowance for loan losses was primarily due to the level of organic loan growth in 2017.
Details of the Allowance for Loan Losses and non-performing loans are discussed within the “Loan Quality” and “Provision and Allowance for Loan Losses” sections of Management’s Discussion and Analysis of Financial Condition and Results of Operations included as Item 7 of this Annual Report on Form 10-K.


































































(1) Category includes the charge-offs for commercial and industrial, agricultural production financing and other loans to farmers and other commercial loans.


(2) Category includes the charge-offs for construction, commercial and farmland.


(3) Category includes the recoveries for commercial and industrial, agricultural production financing and other loans to farmers and other commercial loans.


(4) Category includes the recoveries for construction, commercial and farmland.


20

Table of Contents
PART I: ITEM 1. BUSINESS




ALLOCATION OF THE ALLOWANCE FOR LOAN LOSSES


Presented below is an analysis of the composition of the allowance for loan losses and percent of loans in each category to total loans, by collateral segment, as of December 31, 2017, 2016, 2015, 2014, and 2013.the years indicated.
2017
2016
2015
2014
20132019
2018
2017
2016
2015
(Dollars in Thousands)Amount
Percent
Amount
Percent
Amount
Percent
Amount
Percent
Amount
PercentAmount
Percent
Amount
Percent
Amount
Percent
Amount
Percent
Amount
Percent
Balance at December 31: 
 
 
 
 
 
 
 
 
  
 
 
 
 
 
 
 
 
 
Commercial$30,418

29.8%
$27,696

29.8%
$26,478

28.0%
$28,824

26.4%
$27,176

24.8%$32,902

32.5%
$32,657

31.1%
$30,420

29.8%
$27,698

29.8%
$26,480

28.0%
Commercial real estate27,343

47.0

23,661

46.2

22,145

46.2

19,327

47.9

23,102

49.3
28,778

45.4

29,609

46.8

27,343

47.0

23,661

46.2

22,145

46.2
Consumer3,732

1.3

2,923

1.5

2,689

1.6

2,658

1.9

2,515

1.9
4,035

1.6

3,964

1.4

3,732

1.3

2,923

1.5

2,689

1.6
Residential13,537

21.9

11,755

22.5

11,139

24.2

13,152

23.8

15,077

24.0
14,569

20.5

14,322

20.7

13,537

21.9

11,755

22.5

11,139

24.2
Finance leases2




2




2




3








Totals$75,032

100.0%
$66,037

100.0%
$62,453

100.0%
$63,964

100.0%
$67,870

100.0%$80,284

100.0%
$80,552

100.0%
$75,032

100.0%
$66,037

100.0%
$62,453

100.0%




Loan concentrations are considered to exist when there are amounts loaned to multiple borrowers engaged in similar activities, which would cause them to be similarly impacted by economic or other conditions. As ofAt December 31, 2017,2019, two concentrations of commercial loans within a single industry (as segregated by North American Industry Classification System “NAICS code”) were in excess of 10 percent of total loans: Lessors of Residential Buildings and Dwellings and Lessors of Nonresidential Buildings.


LOAN LOSS CHARGE-OFF PROCEDURES


The Corporation maintains an allowance to cover probable credit losses in its loan portfolio. The allowance is increased by the provision for loan losses and decreased by charge-offs less recoveries. All charge-offs are approved by the senior loan officers or loan committees, depending on the amount of the charge-off,charge-off. and are reported to the AuditRisk and Credit Policy Committee of the Board of Directors. Loans are charged off when a determination is made that all or a portion of a loan is uncollectible.


PROVISION FOR LOAN LOSSES


In banking, loan losses are a cost of doing business. Although management emphasizes the early detection and charge-off of loan losses, it is inevitable that certain losses, which have not been specifically identified, exist in the portfolio. Accordingly, the provision for loan losses is charged to earnings on an anticipatory basis, and recognized loan losses net of recoveries are deducted from the established allowance. Over time, all net loan losses are charged to earnings. During the year, an estimate of the expected losses for the year serves as a starting point in determining the appropriate level of the provision for loan losses. Based on management’s judgment as to the appropriate level of the allowance for loan losses, the amount provided in any period may be greater or less than net loan losses for the same period. The determination of the provision for loan losses in any period is based on management’s continuing review and evaluation of the loan portfolio, and its judgment as to the impact of current economic conditions on the portfolio. The evaluation by management includes consideration of past loan loss experience, changes in the composition of the loan portfolio, and the current condition and amount of loans outstanding. See additional information in the “Provision and Allowance For Loan Losses” section of Management’s Discussion and Analysis of Financial Condition and Results of Operations included as Item 7 of this Annual Report on Form 10-K.


DEPOSITS


The average balances, interest expense and average rates on deposits for the years ended December 31, 2017, 20162019, 2018 and 20152017 are presented in the Part I. Item I. Business section titled "DISTRIBUTION OF ASSETS, LIABILITIES AND STOCKHOLDERS' EQUITY, INTEREST RATES AND INTEREST DIFFERENTIAL" of this Annual Report on Form 10-K.


As of December 31, 2017,2019, certificates of deposit and other time deposits of $100,000 or more mature as follows:

(Dollars in Thousands)
Maturing 3
Months or Less

Maturing 3-6
Months

Maturing 6-12
 Months

Maturing Over
12 Months

TotalMaturing 3
Months or Less

Maturing 3-6
Months

Maturing 6-12
 Months

Maturing Over
12 Months

Total
Certificates of deposit and other time deposits$72,334

$47,826

$221,651

$127,084

$468,895
$141,860

$171,914

$373,685

$49,384

$736,843
Percent16%
10%
47%
27%
100%19%
23%
51%
7%
100%




RETURN ON EQUITY AND ASSETS


See the information regarding return on equity and assets presented within Part II: Item 6. SELECTED FINANCIAL DATA of this Annual Report on Form 10-K.




21

Table of Contents
PART I: ITEM 1. BUSINESS




SHORT-TERM BORROWINGS


Borrowings maturing in one year or less are included in the following table:
(Dollars in Thousands)2017
2016
20152019
2018
2017
Balance at December 31: 
 
  
 
 
Federal funds purchased$144,038

$120,349

$49,721
$55,000

$104,000

$144,038
Securities sold under repurchase agreements (short-term portion)136,623

146,480

155,325
187,946

113,512

136,623
Federal Home Loan Bank advances (short-term portion)171,391

167,068

91,441
41,370

113,712

171,391
Total short-term borrowings$452,052

$433,897

$296,487
$284,316

$331,224

$452,052




Securities sold under repurchase agreements are categorized as borrowings maturing within one year and are secured by U.S. Government-Sponsored Enterprise obligations, certain municipal securities and mortgage loans.


Pertinent information with respect to borrowings maturing in one year or less is summarized below:
(Dollars in Thousands)2017
2016
20152019
2018
2017
Weighted Average Interest Rate on Outstanding Balance at December 31: 
 
  
 
 
Federal funds purchased0.9%
0.7%
0.5%1.4%
1.7%
0.9%
Securities sold under repurchase agreements (short-term portion)0.4%
0.3%
0.3%0.8%
0.9%
0.4%
Federal Home Loan Bank advances (short-term portion)1.5%
0.9%
1.1%1.8%
1.5%
1.5%
Total short-term borrowings0.9%
0.6%
0.6%1.1%
1.4%
0.9%
Weighted Average Interest Rate During the Year: 
 
  
 
 
Federal funds purchased1.2%
0.7%
0.4%2.3%
1.9%
1.2%
Securities sold under repurchase agreements (short-term portion)0.4%
0.3%
0.3%1.0%
0.6%
0.4%
Federal Home Loan Bank advances (short-term portion)1.3%
1.5%
1.1%1.8%
2.0%
1.3%
Total short-term borrowings0.9%
0.6%
0.5%1.4%
1.4%
0.9%
Highest Amount Outstanding at Any Month End During the Year: 
 
  
 
 
Federal funds purchased$144,038

$120,349

$101,249
$80,000

$124,911

$144,038
Securities sold under repurchase agreements (short-term portion)145,883

158,185

163,128
191,603

143,016

145,883
Federal Home Loan Bank advances (short-term portion)207,061

167,068

128,557
163,800

211,800

207,061
Total short-term borrowings$496,982

$445,602

$392,934
$435,403

$479,727

$496,982
Average Amount Outstanding During the year: 
 
  
 
 
Federal funds purchased$47,078

$15,387

$20,767
$10,810

$36,873

$47,078
Securities sold under repurchase agreements (short-term portion)134,401

145,379

143,491
136,274

124,762

134,401
Federal Home Loan Bank advances (short-term portion)152,452

65,789

62,471
89,677

137,499

152,452
Total short-term borrowings$333,931

$226,555

$226,729
$236,761

$299,134

$333,931




22

Table of Contents
PART I: ITEM 1A. AND ITEM 1B.




ITEM 1A. RISK FACTORS


RISK FACTORS


There are a number of factors, including those specified below, that may adversely affect the Corporation’s business, financial results or stock price. Additional risks that the Corporation currently does not know about or currently views as immaterial may also impair the Corporation’s business or adversely impact its financial results or stock price.


INDUSTRY AND CORPORATE RISK FACTORS


The Corporation’s business and financial results are significantly affected by general business and economic conditions.


The Corporation’s business activities and earnings are affected by general business conditions in the United States and abroad. These conditions include short-term and long-term interest rates, inflation, monetary supply, fluctuations in both debt and equity capital markets, and the strength of the United States economy and the state and local economies in which the Corporation operates. The Corporation's offices are primarily located in central and northern Indiana, northeast Illinois, central Ohio and central Ohio.southeast Michigan. Worsening economic conditions in our market areas could negatively impact the financial condition, results of operations and stock price of the Corporation. For example, a prolonged economic downturn, increases in unemployment, or other events that affect household and/or corporate incomes could result in deterioration of credit quality, an increase in the allowance for loan losses, or reduced demand for loan or fee-based products and services. Changes in the financial performance and condition of the Corporation’s borrowers could negatively affect repayment of those borrowers’ loans. In addition, changes in securities market conditions and monetary fluctuations could adversely affect the availability and terms of funding necessary to meet the Corporation’s liquidity needs.


Changes in the domestic interest rate environment could reduceaffect the Corporation’s net interest income as well as the valuation of assets and liabilities.


The operations of financial institutions, such as the Corporation, are dependent to a large degree on net interest income, which is the difference between interest income from loans and investments and interest expense on deposits and borrowings. An institution’s net interest income is significantly affected by market rates of interest, which in turn are affected by prevailing economic conditions, by the fiscal and monetary policies of the federal government and by the policies of various regulatory agencies. In addition to affecting profitability, changes in interest rates can impact the valuation of assets and liabilities. For example, ratechanges in reference rates linked to financial instruments, such as the London Interbank Offered Rate (LIBOR), may adversely affect the value of financial instruments the Corporation holds or issues and related net interest income. Rate changes can also affect the ability of borrowers to meet obligations under variable or adjustable rate loans which in turn affect loss rates on those assets. Also, the demand for interest rate based products and services, including loans and deposit accounts, may decline resulting in the flow of funds away from financial institutions into direct investments. Direct investments, such as U.S. Government and corporate securities and other investment vehicles, including mutual funds, generally pay higher rates of return than financial institutions, because of the absence of federal insurance premiums and reserve requirements.


The replacement of LIBOR with an alternative reference rate could have an adverse impact on the Corporation.

In July 2017, the U.K. Financial Conduct Authority, the authority regulating LIBOR, announced that LIBOR in its current state would be discontinued at the end of 2021. LIBOR is commonly referenced in financial contracts and the Corporation has exposure to the termination of this interest rate index in loans, derivatives, debt agreements, and other instruments. A cross functional project team has been established to determine the level of exposure, identify the appropriate replacement rate(s), and develop migration strategies. Industry groups, regulators and other various oversight bodies will be consulted throughout the transition. Any replacement interest rate(s) may perform differently and we may incur significant costs to transition both our borrowing arrangements and the loan agreements with our customers from LIBOR, which may have an adverse effect on our results of operations. In addition, amending certain contracts indexed to LIBOR may require consent from impacted counterparties which could be difficult to obtain. The financial and operational impact of the transition is unknown at this time.

Changes in the laws, regulations and policies governing banks and financial services companies could alter the Corporation’s business environment and adversely affect operations.


The Board of Governors of the Federal Reserve System regulates the supply of money and credit in the United States. Its fiscal and monetary policies determine in a large part the Corporation’s cost of funds for lending and investing and the return that can be earned on those loans and investments, both of which affect the Corporation’s net interest margin. Federal Reserve Board policies can also materially affect the value of financial instruments that the Corporation holds, such as debt securities. The Corporation and the Bank are heavily regulated at the federal and state levels. This regulation is to protect depositors, federal deposit insurance funds and the banking system as a whole. Congress and state legislatures and federal and state agencies continually review banking laws, regulations and policies for possible changes. After the Great Recession, efforts to promote the safety and soundness of financial institutions, financial market stability, the transparency and liquidity of financial markets, and consumer and investor protection resulted in increased regulation in the financial services industry. Regulatory agencies have intensified their examination practices and enforcement of laws and regulations. Compliance with regulations and other supervisory initiatives could increase the Corporation’s expenses and reduce revenues by limiting the types of financial services and products that the Corporation offers and/or increasing the ability of non-banks to offer competing financial services and products. See a description of recent legislation in the “REGULATION AND SUPERVISION OF FIRST MERCHANTS CORPORATION AND SUBSIDIARIES”SUBSIDIARIES�� section of Item 1: Business of this Annual Report on Form 10-K.


The banking industry, as well as the broader economy, may be subject to new legislation, regulation, and government policy. At this time, we are not able to predict the legislative and regulatory changes that may result from having a the President of the United States and both Houses of Congress and the White House with majority memberships from the same political party. However, both the President and senior members of the House of Representatives have advocated for significant reduction of banking regulation, including possible amendments to the Dodd-Frank Act. Future legislation, regulation, and government policy could affect the banking industry as a whole, including our business and results of operations, in a way that cannot accurately be predicted. In addition, our financial condition and results of operations also could be adversely affected by changes in the way in which existing statutes and regulations are interpreted or applied by courts and government agencies.


23

Table of Contents
PART I: ITEM 1A. AND ITEM 1B.


Certain regulations require the Corporation to maintain certain capital ratios, such as the ratio of Tier 1 capital to risk-based assets. Both the Dodd-Frank Act, which reformed the regulation of financial institutions in a comprehensive manner, and the Basel III regulatory capital reforms, which increase both the amount and quality of capital that financial institutions must hold, impact capital requirements. If the Corporation is unable to satisfy these heightened regulatory capital requirements, due to a decline in the value of the loan portfolio or otherwise, raising additional capital or disposing of assets could be required. Additional capital could be raised by selling additional shares of common stock, or securities convertible into or exchangeable for common stock, which could significantly dilute the ownership percentages of stockholders and cause the market price of our common stock to decline. Events or circumstances in the capital markets generally may increase capital costs and impair the ability to raise capital at any given time. Disposal of assets cannot guarantee disposal at prices appropriate for the disposition, and future operating results could be negatively affected.

23

Table of Contents
PART I: ITEM 1A. AND ITEM 1B.



The Corporation may beis subject to heightened regulatory requirements whenas the Corporation exceedsCorporation's assets have exceeded $10 billion in assets.billion.


Based on the Corporation’s organic growth rates and growth due to potential futurerecent acquisitions, the Corporation’s total consolidated assets may exceedexceeded $10 billion infor four consecutive quarters as of December 31, 2019. Upon crossing that threshold,As a result, the Corporation will likely beis subject to increased regulatory scrutiny and additional expectations imposed by the Dodd-Frank Act. The increased regulatory scrutiny will comecomes from the examination of compliance with federal consumer protection laws by the Consumer Financial Protections Bureau (CFPB).CFPB. The CFPB’s examination practices are evolvingcontinue to evolve and it is uncertain how itthey might impact the Corporation. Currently, our bank is subject to regulations adopted by the CFPB, but the FDIC is primarily responsible for examining our bank’s compliance with consumer protection laws and those CFPB regulations. The Durbin Amendment imposes limits on interchange fees paid by merchants to banks whose assets exceed $10 billion when debit cards are used as payment. These limits are expected to materially reduce the Corporation’s fee income. Enhanced Prudential Standards are also imposed on banks with more than $10 billion in assets. These standards include annual stress testing requirements where the impact of adverse economic scenarios on the Corporation’s financial condition must be assessed. Compliance with the CFPB standards could increase the Corporation’s operational costs. Our other regulators may also consider our preparation for compliance with these regulatory requirements when examining our operations generally or considering any request for regulatory approval we may make.
Our FDIC insurance premiums may increase, and special assessments could be made, which might negatively impact our results of operations.


High levels of insured institution failures, as a result of the last recession, significantly increased losses to the Deposit Insurance Fund of the FDIC. Further, the Dodd-Frank Act mandated the FDIC to increase the level of its reserves for future losses in its Deposit Insurance Fund. Since the Deposit Insurance Fund is funded by premiums and assessments paid by insured banks, our FDIC insurance premium could increase in future years depending upon the FDIC’s actual loss experience, changes in the Bank’s financial condition or capital strength, and future conditions in the banking industry. In addition, once we exceedAs the Corporation's assets have exceeded $10 billion, in assets, the method for calculating the Bank’s FDIC assessment will change and we expect that such assessment will increase as a result. See the “Deposit Insurance” section of “REGULATION AND SUPERVISION OF FIRST MERCHANTS CORPORATION AND SUBSIDIARIES” under this Item 1. Business for additional information.


The banking and financial services industry is highly competitive, and competitive pressures could intensify and adversely affect the Corporation’s financial results.


The Corporation operates in a highly competitive industry that could become even more competitive as a result of legislative, regulatory and technological changes and continued consolidation. The Corporation competes with other banks, savings and loan associations, mutual savings banks, finance companies, mortgage banking companies, credit unions and investment companies. In addition, technology has lowered barriers to entry and made it possible for non-banks to offer products and services traditionally provided by banks. Many of the Corporation’s competitors have fewer regulatory constraints, greater resources and some have lower cost structures allowing them to aggressively price their products. In December 2016,
the OCC announced its intent to make special purpose national bank charters available to financial technology companies. The agency published a paper discussing issues related to chartering special purpose national banks and solicited public comment to help guide its approach to financial innovation. Such pressures make it more difficult for the Corporation to attract and retain customers across its business lines. Also, the demands of adapting to industry changes in technology and systems, on which the Corporation and financial services industry are highly dependent, could present operational issues and require capital spending.


Additionally, our success depends, in large part, on our ability to attract and retain key people. Competition for the best people in many activities for which the Corporation is engaged is intense and we may not be able to hire people and retain them. The unexpected loss of services of key personnel could have a material adverse impact on our business, financial condition and results of operations because of their customer relationships, skills, knowledge of our markets, years of industry experience and the difficulty of promptly finding qualified replacement personnel. In addition, the scope and content of U.S. banking regulators' policies on incentive compensation, as well as changes to these policies, could adversely affect our ability to hire, retain and motivate our key employees.

The Corporation’s allowance for loan losses may not be adequate to cover actual losses.


The Corporation maintains an allowance for loan losses to provide for loan defaults and non-performance.  The allowance for loan losses represents management’s estimate of probable losses inherent in the Corporation’s loan portfolio. The Corporation’s allowance consists of three components:  probable losses estimated from individual reviews of specific loans, probable losses estimated from historical loss rates, and probable losses resulting from economic, environmental, qualitative or other deterioration above and beyond what is reflected in the first two components of the allowance. The process for determining the adequacy of the allowance for loan losses is critical to the Corporation’s financial results. It requires management to make difficult, subjective and complex judgments, as a result of the need to make estimates about the effect of matters that are uncertain.  Therefore, the allowance for loan losses, considering current factors at the time, including economic conditions and ongoing internal and external examination processes, will increase or decrease as deemed necessary to ensure the allowance for loan losses remains adequate. In addition, the allowance as a percentage of charge-offs and nonperforming loans will change at different points in time based on credit performance, loan mix and collateral values.



24

Table of Contents
PART I: ITEM 1A. AND ITEM 1B.


In addition, the adoption of Accounting Standards Update (ASU) No. 2016-13, Financial Instruments - Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments as amended, on January 1, 2020 will impact our methodology for estimating the allowance for credit losses and could increase volatility in the Corporation's financial results. See NOTE 1. NATURE OF OPERATIONS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES of the Notes to Consolidated Financial Statements included in Item 8 of this Annual Report on Form 10-K. ASU 2016-13 requires the measurement of all expected credit losses for financial assets held at the reporting date based on historical experience, current conditions, and reasonable and supportable forecasts. The Corporation expects to record a one-time cumulative-effect adjustment to retained earnings, net of income taxes, on its consolidated balance sheet as of the beginning of the first quarter of 2020. The allowance will increase by 55-65 percent because it will cover expected credit losses over the life of the loan portfolio, which approximates four years, and it includes all purchased loans that were previously excluded from the allowance for loan losses calculation. CECL also requires the establishment of a reserve for potential losses from unfunded commitments that is recorded in other liabilities, separate from allowance for credit losses, which is estimated to be approximately $18 million. These estimates and the ongoing impact of adopting this ASU are dependent on various factors, including credit quality, macroeconomic forecasts and conditions, composition of our loans and securities portfolios, and other management judgments. The adjustment to reflect the allowance increase and the reserve for potential losses, which remain subject to further review and analysis by our management team, may fall outside of, or be different than, our estimates as a result of any material changes in these factors.

The Corporation may suffer losses in its loan portfolio despite its underwriting practices.


The Corporation seeks to mitigate the risks inherent in its loan portfolio by adhering to specific underwriting practices. The Corporation’s strategy for credit risk management includes conservative credit policies and underwriting criteria for all loans, as well as an overall credit limit for each customer significantly below legal lending limits. The strategy also emphasizes diversification on a regional geographic, industry and customer level, regular credit quality reviews and management reviews of large credit exposures and loans experiencing deterioration of credit quality. There is a continuous review of the loan portfolio, including an internally administered loan “watch” list and an independent loan review. The evaluation takes into consideration identified credit problems, as well as the possibility of losses inherent in the loan portfolio that are not specifically identified. Although the Corporation believes that its underwriting criteria are appropriate for the various kinds of loans it makes, the Corporation may incur losses on loans due to the factors previously discussed.

24

Table of Contents
PART I: ITEM 1A. AND ITEM 1B.




The Corporation's wholesale funding sources may prove insufficient to replace deposits or support future growth.


As part of the Corporation's liquidity management, a number of funding sources are used, including core deposits and repayments and maturities of loans and investments. Sources also include brokered certificates of deposit, repurchase agreements, federal funds purchased and FHLB advances. Negative operating results or changes in industry conditions could lead to an inability to replace these additional funding sources at maturity. The Corporation's financial flexibility could be constrained if we are unable to maintain access to funding or if adequate financing is not available to accommodate future growth at acceptable interest rates. Finally, if the Corporation is required to rely more heavily on more expensive funding sources to support future growth, revenues may not increase proportionately to cover the costs. In this case the Corporation's results of operations and financial condition would be negatively affected.


The Corporation relies on dividends from its subsidiaries for its liquidity needs.


The Corporation is a separate and distinct legal entity from its bank and non-bank subsidiaries. The Corporation receives substantially all of its cash from dividends paid by its subsidiaries. These dividends are the principal source of funds to pay dividends on the Corporation’s stock and interest and principal on its debt. Various federal and state laws and regulations limit the amount of dividends that the bank subsidiaries may pay to the Corporation.


Acquisitions may not produce revenue enhancements or cost savings at levels or within timeframes originally anticipated and may result in unforeseen integration difficulties.


The Corporation regularly explores opportunities to acquire banks, financial institutions, or other financial services businesses or assets. The Corporation cannot predict the number, size or timing of acquisitions. Difficulty in integrating an acquired business or company may cause the Corporation not to realize expected revenue increases, cost savings, increases in geographic or product presence, and/or other projected benefits from the acquisition. The integration could result in higher than expected deposit attrition (run-off), loss of key employees, disruption of the Corporation’s business or the business of the acquired company, or otherwise adversely affect the Corporation’s ability to maintain relationships with customers and employees or achieve the anticipated benefits of the acquisition. Also, the negative effect of any divestitures required by regulatory authorities in acquisitions or business combinations may be greater than expected. The Corporation may also issue equity securities in connection with acquisitions, which could cause ownership and economic dilution to current stockholders.


The Corporation faces operational risks because the nature of the financial services business involves a high volume of transactions.


The Corporation operates in diverse markets and relies on the ability of its employees and systems to process a high number of transactions. Operational risk is the risk of loss resulting from the Corporation’s operations, including, but not limited to, the risk of fraud by employees or persons outside of the Corporation, the execution of unauthorized transactions by employees, errors relating to transaction processing and technology, breaches of the internal control system and compliance requirements and business continuation and disaster recovery. This risk of loss also includes the potential legal actions that could arise as a result of an operational deficiency or as a result of noncompliance with applicable regulatory standards, adverse business decisions or their implementation, and customer attrition due to potential negative publicity. In the event of a breakdown in the internal control system, improper operation of systems or improper employee actions, the Corporation could suffer financial loss, face regulatory action and suffer damage to its reputation.


25

Table of Contents
PART I: ITEM 1A. AND ITEM 1B.


A disaster, natural or otherwise, acts of terrorism and political or military actions taken by the United States or other governments could adversely affect the Corporation’s business, directly or indirectly.


Disasters (such as tornadoes, floods, and other severe weather conditions, pandemics, fires, and other catastrophic accidents or events) and terrorist activities and the impact of these occurrences cannot be predicted. Such occurences could harm the Corporation’s operations and financial condition directly through interference with communications and through the destruction of facilities and operational, financial and management information systems and/or indirectly by adversely affecting economic and industry conditions. These events could prevent the Corporation from gathering deposits, originating loans and processing and controlling its flow of business by affecting borrowers, depositors, suppliers or other counterparties. The Corporation’s ability to mitigate the adverse impact of these occurrences would depend in part on the Corporation’s business continuity planning, the ability to anticipate any such event occurring, the preparedness of national or regional emergency responders, and continuity planning of parties the Corporation deals with.


Cyber incidents and other security breaches at the Corporation, its service providers or counterparties, or in the business community or markets may negatively impact the Corporation’s business or performance.


In the ordinary course of its business, the Corporation collects, stores, and transmits sensitive, confidential, or proprietary data and other information, including intellectual property, business information, funds-transfer instructions, and the personally identifiable information of its customers and employees. The secure processing, storage, maintenance, and transmission of this information is critical to the Corporation’s operations and reputation, and if any of this information were mishandled, misused, improperly accessed, lost, or stolen or if the Corporation’s operations were disrupted, the Corporation could suffer significant financial, business, reputational, regulatory, or other damage. For example, despite

The Corporation maintains a comprehensive Cyber and Information Security Program and significant resources are devoted to protecting the Corporation’s assets from threats. Despite security measures, the Corporation’s information technology and infrastructure may be breached through cyber-attacks, computer viruses or malware, pretext calls, electronic phishing, or other means. These risks and uncertainties are rapidly evolving and increasing in complexity, and the Corporation’s failure to effectively mitigate them could negatively impact its business and operations.

Service providers and counterparties also present a source of risk to the Corporation if their own security measures or other systems or infrastructure were to be breached or otherwise fail. Likewise, a cyber-attack or other security breach affecting the business community, the markets, or parts of them may cycle or cascade through the financial system and adversely affect the Corporation or its service providers or counterparties. Many of these risks and uncertainties are beyond the Corporation’s control.

25

Table of Contents
PART I: ITEM 1A. AND ITEM 1B.



Even when an attempted cyber incident or other security breach is successfully avoided or thwarted, the Corporation may need to expend substantial resources in doing so, may be required to take actions that could adversely affect customer satisfaction or behavior, and may be exposed to reputational damage. If a breach were to occur, moreover, the Corporation could be exposed to contractual claims, regulatory actions, and litigation by private plaintiffs, and would additionally suffer reputational harm. Despite the Corporation’s efforts to safeguard the integrity of systems and controls and to manage third-party risk, the Corporation may not be able to anticipate or implement effective measures to prevent all security breaches or all risks to the sensitive, confidential, or proprietary information that it or its service providers or counterparties collect, store, or transmit. In addition, the Corporation may not have adequate insurance coverage to compensate for losses from a cyber incident or other security breach.


The Corporation continually encounters technological change.


The financial services industry is continually undergoing rapid technological change with frequent introductions of new technology-driven products and services. The effective use of technology increases efficiency and enables the financial institutions to better serve customers to reduce costs. The Corporation's future success depends, in part, upon its ability to address customer needs by using technology to provide products and services that will satisfy customer demands, as well as to create additional efficiencies in the Corporation's operations. The Corporation may not be able to effectively implement new technology-driven products and services or be successful in marketing these products and services to its customers. Failure to successfully keep pace with technological changes affecting the financial services industry could negatively affect the Corporation's growth, revenue and profit. In addition, the Corporation relies upon the expertise and support of third-party service providers to help implement, maintain and/or service certain of its core technology solutions. If the Corporation cannot effectively manage these service providers, the service parties fail to materially perform, or the Corporation was to falter in any of the other noted areas, its business or performance could be negatively impacted.


The Corporation’s controls and procedures may fail or be circumvented.

Management regularly reviews and updates the Corporation’s internal controls, disclosure controls and procedures, and corporate governance policies and procedures. Any system of controls, however well designed and operated, is based in part on certain assumptions and can provide only reasonable, not absolute, assurances that the objectives of the system are met. Any failure or circumvention of the Corporation’s controls and procedures or failure to comply with regulations related to controls and procedures could have a material adverse effect on our results of operations and financial condition.

The Corporation’s methods of reducing risk exposure may not be effective.

The Corporation maintains a comprehensive risk management program designed to identify, quantify, manage, mitigate, monitor, aggregate, and report risks. However, instruments, systems and strategies used to hedge or otherwise manage exposure to various types of credit, market, liquidity, operational, compliance, financial reporting and strategic risks could be less effective than anticipated. As a result, the Corporation may not be able to effectively mitigate its risk exposures in particular market environments or against particular types of risk, which could have a material adverse effect on our results of operations and financial condition.

26

Table of Contents
PART I: ITEM 1A. AND ITEM 1B.


The Corporation’s reported financial results depend on management’s selection of accounting methods and certain assumptions and estimates.


The Corporation’s accounting policies and methods are fundamental to how it records and reports its financial condition and results of operations. The Corporation’s management must exercise judgment in selecting and applying many of these accounting policies and methods, so they comply with GAAP and reflect management’s judgment of the most appropriate manner to report the Corporation’s financial condition and results. In some cases, management must select the accounting policy or method to apply from two or more alternatives, any of which might be reasonable under the circumstances yet might result in the Corporation reporting materially different results than would have been reported under a different alternative. Certain accounting policies are critical to presenting the Corporation’s financial condition and results, and require management to make difficult, subjective or complex judgments about matters that are uncertain. Materially different amounts could be reported under different conditions or using different assumptions or estimates. These critical accounting policies include:  the allowance for loan losses; the valuation of investment securities; the valuation of goodwill and intangible assets; pension accounting; and pension accounting.the accounting related to acquisitions. Because of the uncertainty of estimates involved in these matters, the Corporation may be required to do one or more of the following:  significantly increase the allowance for loan losses and/or sustain loan losses that are significantly higher than the reserve provided; recognize significant provision for impairment of its investment securities; recognize significant impairment on its goodwill and intangible assets; or significantly increase its pension liability.liability; or modify the purchase price allocation of an acquisition. As part of its function of assisting the Corporation’s Board of Directors in discharging its responsibility of ensuring all types of risk to the organization are properly being managed, mitigated and monitored by management, the Audit Committee of the Board of Directors oversees management’s accounting policies and methods.  For more information, refer to NOTE 1. NATURE OF OPERATIONS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES of the Notes to Consolidated Financial Statements included in Item 8 of this Annual Report on Form 10-K.


A write-down of all or part of the Corporation’s goodwill could materially reduce its net income and net worth.


At December 31, 2017,2019, the Corporation had goodwill of $445,355,000$543,918,000 recorded on its consolidated balance sheet. Under ASC 350, Intangibles – Goodwill and Other, the Corporation is required to evaluate goodwill for impairment on an annual basis, as well as on an interim basis, if events or changes indicate that the asset may be impaired. An impairment loss must be recognized for any excess of carrying value over the fair value of goodwill.  The fair value is determined based on internal valuations using management’s assumptions of future growth rates, future attrition, discount rates, multiples of earnings or other relevant factors. The resulting estimated fair value could result in material write-downs of goodwill and recording of impairment losses. Such a write-down could materially reduce the Corporation’s net income and overall net worth. The Corporation also cannot predict the occurrence of certain future events that might adversely affect the fair value of goodwill. Such events include, but are not limited to, strategic decisions made in response to economic and competitive conditions, the effect of the economic environment on the Corporation’s customer base, or a material negative change in its relationship with significant customers.


Changes in accounting standards could materially impact the Corporation’s financial statements.


From time to time, the Financial Accounting Standards Board changes the financial accounting and reporting standards that govern the preparation of the Corporation’s financial statements. These changes can be hard to predict and can materially impact how the Corporation records and reports its financial condition and results of operations. In some cases, the Corporation could be required to apply a new or revised standard retroactively; resulting in the restatingrestatement of prior period financial statements.

26

Table of Contents
PART I: ITEM 1A. AND ITEM 1B.




Changes in tax legislation could materially impact the Corporation’s business and financial results.


From time to time, the U.S government or State governments where the corporationCorporation has tax nexus can enact tax legislation that may have a material effect on the Corporation's business and financial results. On December 22, 2017, the U.S. government enacted tax reform legislation commonly referred to as the Tax Cuts and Jobs Act ("TCJA") which made significant changes to the Internal Revenue Code of 1986, as amended. The new legislation, among other things, makesmade significant changes to the rules applicable to the taxation of corporations, such as changing the corporate tax rate to 21 percent, modifying the rules regarding limitations on certain deductions for executive compensation, introducing a capital investment deduction in certain circumstances, placing certain limitations on the interest deduction, and modifying the rules regarding the usability of net operating losses, and puts into effect the migration to a territorial system of taxation.losses. ASC 740, Income Taxes, requires the impact of tax legislation to be recognized in the accounting period the legislation is signed into law. As such, the $5.1 million impact of revaluing the Corporation's deferred tax assets and liabilities has been recorded in income tax expense as of December 31, 2017.

While our earnings have been positively impacted by the direct impact torate reduction and the Corporation's financial statements has been addressed, the impact ofresulting increase in economic activity, the TCJA also enacted limitations on certain deductions that have had a negative impact on borrowers and the market for single-family residential real estate, and, as a result, on the overall economy,banking industry. These limitations include (1) a lower limit on the Corporation's customer base,deductibility of mortgage interest on single-family residential mortgage loans, (2) the elimination of interest deductions for certain home equity loans, (3) a limitation on the deductibility of business interest expense, and shareholders remains uncertain.

(4) a limitation on the deductibility of property taxes and state and local income taxes. Given the current economic and political environment and ongoing budgetary pressures, the enactment of further new federal or state tax legislation may occur. The enactment of such legislation, or changes in the interpretation of existing law, including provisions impacting tax rates, apportionment, consolidation or combination, income, expenses, credits and exemptions may have a material adverse effect on our business, financial condition and results of operations.
Significant legal actions could subject the Corporation to substantial uninsured liabilities.


The Corporation is from time to time subject to claims related to its operations. These claims and legal actions, including supervisory actions by the Corporation’s regulators, could involve large monetary claims and significant defense costs. To protect itself from the cost of these claims, the Corporation maintains insurance coverage in amounts and with deductibles that it believes are appropriate for its operations. However, the Corporation’s insurance coverage may not cover all claims against the Corporation or continue to be available to the Corporation at a reasonable cost. As a result, the Corporation may be exposed to substantial uninsured liabilities, which could adversely affect the Corporation’s results of operations and financial condition.


27

Table of Contents
PART I: ITEM 1A. AND ITEM 1B.


Negative publicity could damage the Corporation’s reputation and adversely impact its business and financial results.


Reputation risk, or the risk to the Corporation’s earnings and capital from negative publicity, is inherent in the Corporation’s business.  Negative publicity can result from the Corporation’s actual or alleged conduct in any number of activities, including lending practices, corporate governance and acquisitions, and actions taken by government regulators and community organizations in response to those activities. Negative publicity can adversely affect the Corporation’s ability to keep and attract customers and can expose the Corporation to litigation and regulatory action. Although the Corporation takes steps to minimize reputation risk in dealing with customers and other constituencies, the Corporation is inherently exposed to this risk.


The Corporation may not be able to pay dividends in the future in accordance with past practice.


The Corporation has traditionally paid a quarterly dividend to common stockholders. The payment of dividends is subject to legal and regulatory restrictions. Any payment of dividends in the future will depend, in large part, on the Corporation’s earnings, capital requirements, financial condition and other factors considered relevant by the Corporation’s Board of Directors.


The Corporation’s stock price can be volatile.


The Corporation’s stock price can fluctuate widely in response to a variety of factors, including:  actual or anticipated variations in the Corporation’s quarterly operating results; recommendations by securities analysts; significant acquisitions or business combinations; strategic partnerships, joint ventures or capital commitments; operating and stock price performance of other companies that investors deem comparable to the Corporation; new technology used or services offered by the Corporation’s competitors; news reports relating to trends, concerns and other issues in the banking and financial services industry, and changes in government regulations. General market fluctuations, industry factors and general economic and political conditions and events, including terrorist attacks, economic slowdowns or recessions, interest rate changes, credit loss trends or currency fluctuations, could also cause the Corporation’s stock price to decrease, regardless of the Corporation’s operating results.

The Bank is operating under a Settlement Agreement and Agreed Order ("Settlement Agreement") with the United States Department of Justice ("DOJ"), and its failure to comply with the Agreement could materially and adversely affect our business.

The Bank is operating under a Settlement Agreement and Agreed Order with the DOJ, and its failure to comply with the Settlement Agreement could materially and adversely affect our business. Our Board of Directors and executive management team have been working diligently to comply with the Settlement Agreement and believe that they have allocated sufficient resources to address the corrective actions required by the DOJ. Compliance with and resolution of the Settlement Agreement will ultimately be determined by the DOJ. The Bank’s failure to comply with the Settlement Agreement and to successfully implement its requirements or the general perception of the Settlement Agreement by other regulators with jurisdiction over the Corporation or the Bank could have a material and adverse effect on our business, results of operation, financial condition, plans for and timing of future acquisitions and expansion, cash flows and stock price.


ITEM 1B. UNRESOLVED STAFF COMMENTS.


None.


2728

Table of Contents
PART I: ITEM 2., ITEM 3. AND ITEM 4.




ITEM 2.  PROPERTIES.


The headquarters of the Corporation and the Bank isare located at 200 East Jackson Street, Muncie, Indiana. The building is owned by the Bank.


The Bank conducts business through numerous facilities owned and leased.  Of the 119128 banking offices operated by the Bank, 99110 are owned and 2018 are leased from non-affiliated third parties.


None of the properties owned by the Corporation are subject to any major encumbrances.  The net investment of the Corporation and subsidiaries in real estate and equipment at December 31, 20172019 was $95,852,000.$113,055,000.


ITEM 3. LEGAL PROCEEDINGS.


There are no pending legal proceedings, other than litigation incidental to the ordinary course of business of the Corporation and its subsidiaries, of a material nature to which the Corporation or its subsidiaries is a party, or of which any of their properties are subject. Further, there are no material legal proceedings in which any director, officer, principal shareholder, or affiliate of the Corporation, or any associate of any such director, officer or principal shareholder, is a party, or has a material interest, adverse to the Corporation or any of its subsidiaries.


None of the routine legal proceedings, individually or in the aggregate, in which the Corporation or its affiliates are involved are expected to have a material adverse impact on the financial position or the results of operations of the Corporation.


ITEM 4. MINE SAFETY DISCLOSURES.


Not applicable.


2829

Table of Contents
SUPPLEMENTAL INFORMATION




SUPPLEMENTAL INFORMATION - INFORMATION ABOUT OUR EXECUTIVE OFFICERS OF THE REGISTRANT


The names, ages, and positions with the Corporation and the Bank of all executive officers of the Corporation and all persons chosen to become executive officers are listed below. The officers are elected by the Board of Directors of the Corporation for a term of one year or until the election of their successors. There are no arrangements between any officer and any other person pursuant to which he or she was selected as an officer.


Michael C. Rechin, 59,61, President and Chief Executive Officer, Corporation
President and Chief Executive Officer of the Corporation since April 2007; Chief Operating Officer of the Corporation from November 2005 to April 2007; Executive Vice President, Corporate Banking National City Bank from 1995 to November 2005.


Mark K. Hardwick, 47,49, Executive Vice President and Chief Financial Officer and Chief Operating Officer, Corporation
Executive Vice President and Chief Financial Officer and Chief Operating Officer of the Corporation since May 2016; Executive Vice President and Chief Financial Officer of the Corporation since December 2005; Senior Vice President and Chief Financial Officer of the Corporation from April 2002 to December 2005; Corporate Controller of the Corporation from November 1997 to April 2002.


Michael J. Stewart, 52,54, Executive Vice President and Chief Banking Officer, Corporation
Executive Vice President and Chief Banking Officer of the Corporation since February 2008; Executive Vice President from December 2006 to February 2008 of National City Corp;  Executive Vice President and Chief Credit Officer of National City Bank of Indiana from December 2002 to December 2006.


John J. Martin, 51,53, Executive Vice President and Chief Credit Officer, Corporation
Executive Vice President and Chief Credit Officer of the Corporation since March 2013; Senior Vice President and Chief Credit Officer of the Corporation from June 2009 to March 2013; First Vice President and Deputy Chief Credit Officer of the Corporation from July 2008 to June 2009; First Vice President and Senior Manager of Lending Process of the Corporation from January 2008 to July 2008; Senior Vice President and Regional Senior Credit Officer of National City Bank from May 2000 to December 2007.


Stephan H. Fluhler, 49,51, Senior Vice President, Chief Information Officer, Corporation
Senior Vice President and Chief Information Officer of the Corporation since May 2014; Chief Technology Officer of the Corporation from 2004 to May 2014; Director of Technology Services and Change Management of the Corporation from December 2003 to 2004.


Jeffrey B. Lorentson, 54,56, Senior Vice President and Chief Risk Officer, Corporation
Senior Vice President and Chief Risk Officer of the Corporation since June 2007; Corporate Controller of First Indiana Bank from June 2006 to June 2007; First Vice President and Corporate Controller of the Corporation from 2003 to 2006; Vice President and Corporate Controller of the Corporation from 2002 to 2003.


Michele M. Kawiecki, 45,47, Senior Vice President and Director of Finance, Corporation
Senior Vice President and Director of Finance of the Corporation since March 2015; Senior Vice President of Capital Management and Assistant Treasurer of UMB Financial Corporation from May 2011 to March 2015; Director of Corporate Development and Enterprise Project Management at UMB Financial Corporation from May 2008 to May 2011; Chief Risk Officer at UMB Financial Corporation from February 2004 to May 2008.








2930

Table of Contents
PART II: ITEM 5. AND ITEM 6.




PART II


ITEM 5. MARKET FOR THE REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES.


PERFORMANCE GRAPH


The following graph compares the cumulative 5-year total return to shareholders on First Merchants Corporation’s common stock relative to the cumulative total returns of the Russell 2000 index the SNL Bank $1B - $5B index, and the SNL Bank $5B - $10B index.KBW Nasdaq Regional Banking Index. The graph assumes that the value of the investment in the Corporation’s common stock and in each of the indexes (including reinvestment of dividends) was $100 on December 31, 20122014 and tracks it through December 31, 20172019.




chart-da3fef4bfc905cd7a7e.jpg


   Period Ending
    Period Ending
 
Index 12/31/2012
 12/31/2013
 12/31/2014
 12/31/2015
 12/31/2016
 12/31/2017
 12/31/2014
 12/31/2015
 12/31/2016
 12/31/2017
 12/31/2018
 12/31/2019
First Merchants Corporation $100.00
 $154.69
 $157.05
 $178.39
 $269.47
 $306.16
 $100.00
 $113.59
 $171.58
 $194.94
 $161.94
 $201.79
Russell 2000 100.00
 138.82
 145.62
 139.19
 168.85
 193.58
 100.00
 95.59
 115.95
 132.94
 118.30
 148.49
SNL Bank $1B-$5B 100.00
 145.41
 152.04
 170.20
 244.85
 261.04
SNL Bank $5B-$10B 100.00
 154.28
 158.92
 181.04
 259.37
 258.40
KBW Nasdaq Regional Banking Index 100.00
 105.91
 147.24
 149.82
 123.60
 153.03




The stock price performance included in this graph is not necessarily indicative of future stock price performance.



COMMON STOCK LISTING



First Merchants Corporation common stock is traded on the Nasdaq Global Select Market under the symbol FRME. At the close of business on February 21, 2020, the number of shares outstanding was 55,155,733. There were 4,479 stockholders of record on that date.






3031

Table of Contents
PART II: ITEM 5. AND ITEM 6.



STOCK INFORMATION

  Price Per Share    
  HIGH LOW 
Dividends Declared (1)
Quarter 2017 2016 2017 2016 2017 2016
First quarter $42.17
 $25.27
 $35.26
 $21.10
 $0.15
 $0.11
Second quarter 43.48
 26.55
 37.03
 22.63
 0.18
 0.14
Third quarter 43.33
 27.42
 37.09
 23.89
 0.18
 0.14
Fourth quarter 45.42
 38.02
 37.60
 25.84
 0.18
 0.15

Numbers rounded to nearest cent when applicable.

The table above lists per share prices and dividend payments during 2017 and 2016. Prices are as reported by the National Association of Securities Dealers Automated Quotation – Global Select Market System.

COMMON STOCK LISTING

First Merchants Corporation common stock is traded over-the-counter on the NASDAQ Global Select Market System. Quotations are carried in many daily papers. The NASDAQ symbol is FRME (Cusip #320817-10-9). At the close of business on February 22, 2018, the number of shares outstanding was 49,540,866. There were 4,056 stockholders of record on that date.


PURCHASES OF EQUITY SECURITIES BY THE ISSUER AND AFFILIATED PURCHASES


The following table presents information relating to our purchases of equity securities during the three months ended December 31, 2017,2019, as follows:
Period Total Number
of Shares
Purchased
 Average
Price Paid
per Share
 Total Number of Shares
Purchased as part of Publicly announced Plans or Programs
 Maximum Number of Shares
that may yet be Purchased
Under the Plans or Programs
October, 2017 358
 $43.19    
November, 2017 222
0.03253
$43.89    
December, 2017        
Period 
Total Number
of Shares
Purchased
(1)
 Average
Price Paid
per Share
 Total Number of Shares
Purchased as part of Publicly announced Plans or Programs
 
Maximum Number of Shares
that may yet be Purchased
Under the Plans or Programs
(2)
October, 2019


$



2,483,984
November, 2019


$



2,483,984
December, 2019
116

$41.11



2,483,984


The
(1) Includes shares were purchasedrepurchased pursuant to net settlement by employees in connection with the exercisesatisfaction of certain outstanding stock options andincome tax withholding obligations incurred through the vesting of certainthe Corporation's restricted stock awards.


(2)On February 9, 2016,September 3, 2019, the Board of Directors of the Corporation approved a stock repurchase program of up to $153 million of the outstanding shares of the Corporation’sCorporation's outstanding common stock. As of December 31, 2017,stock; provided however, that the total aggregate investment in shares repurchased under the program may not exceed $75,000,000. The program does not have an expiration date. However it may be discontinued by the Board at any time. Since commencing the program, the Corporation has not made any purchases under the program. The program, which does not haverepurchased a stated expiration date, may be discontinued at any time.

total of 516,016 shares of common stock for a total investment of $19.0 million.


EQUITY COMPENSATION PLAN INFORMATION


The following table provides information about the Corporation’s common stock that may be issued under equity compensation plans as of December 31, 2017.2019. 
Plan Category Number of securities to be
issued upon exercise of
outstanding options,
warrants and rights
 Weighted-average
exercised price of
outstanding options,
warrants and rights
 Number of securities remaining
available for future issuance
under equity compensations
plans (excluding securities
reflected in first column)
 Number of securities to be
issued upon exercise of
outstanding options,
warrants and rights
 Weighted-average
exercised price of
outstanding options,
warrants and rights
 Number of securities remaining
available for future issuance
under equity compensations
plans (excluding securities
reflected in first column)
Equity compensation plans approved by stockholders 152,652
 $16.70
 419,173
 59,350
 $13.51
 1,625,354
Total 152,652
 $16.70
 419,173
 59,350
 $13.51
 1,625,354



























(1) The“Dividend Limitations” section of “BUSINESS - REGULATION AND SUPERVISION OF FIRST MERCHANTS CORPORATION AND SUBSIDIARIES” included in Item 1 of this Annual Report on Form 10-K, the “CAPITAL” and “LIQUIDITY” sections of “Management's Discussion & Analysis of Financial Condition and Results of Operations” included as Item 7 of this Annual Report on Form 10-K and NOTE 17. REGULATORY CAPITAL AND DIVIDENDS of the Notes to Consolidated Financial Statements included in Item 8 of this Annual Report on Form 10-K include discussions regarding dividend restrictions.


3132

Table of Contents
PART II: ITEM 5. AND ITEM 6.




ITEM 6. SELECTED FINANCIAL DATA.
(Dollars in Thousands, Except Share Data)2017 2016 2015 2014 20132019 2018 2017 2016 2015
Operations (1) (2) (3) (4) (5) (6)
         
Operations (1) (2) (3) (4) (5)
         
Net interest income fully taxable equivalent (FTE) basis$294,554
 $240,014
 $207,379
 $194,958
 $160,308
$369,745
 $349,589
 $294,554
 $240,014
 $207,379
Less tax equivalent adjustment17,270
 13,541
 10,975
 7,921
 6,043
13,085
 10,732
 17,270
 13,541
 10,975
Net interest income277,284
 226,473
 196,404
 187,037
 154,265
356,660
 338,857
 277,284
 226,473
 196,404
Provision for loan losses9,143
 5,657
 417
 2,560
 6,648
2,800
 7,227
 9,143
 5,657
 417
Net interest income after provision for loan losses268,141
 220,816
 195,987
 184,477
 147,617
353,860
 331,630
 268,141
 220,816
 195,987
Total other income71,009
 65,203
 69,868
 61,816
 51,831
86,688
 76,459
 71,009
 65,203
 69,868
Total other expenses205,556
 177,359
 174,806
 164,008
 139,034
246,763
 219,951
 205,556
 177,359
 174,806
Income before income tax expense133,594
 108,660
 91,049
 82,285
 60,414
193,785
 188,138
 133,594
 108,660
 91,049
Income tax expense37,524
 27,609
 25,665
 22,123
 15,884
29,325
 28,999
 37,524
 27,609
 25,665
Net income96,070
 81,051
 65,384
 60,162
 44,530
Preferred stock dividends and discount accretion    

 

 (2,380)
Net income available to common stockholders$96,070
 $81,051
 $65,384
 $60,162
 $42,150
$164,460
 $159,139
 $96,070
 $81,051
 $65,384
                  
Per Share Data                  
Basic net income available to common stockholders$2.13
 $1.99
 $1.73
 $1.66
 $1.42
$3.20
 $3.23
 $2.13
 $1.99
 $1.73
Diluted net income available to common stockholders2.12
 1.98
 1.72
 1.65
 1.41
3.19
 3.22
 2.12
 1.98
 1.72
Cash dividends paid - common0.69
 0.54
 0.41
 0.29
 0.18
1.00
 0.84
 0.69
 0.54
 0.41
December 31 book value - common26.51
 22.04
 20.91
 19.29
 17.67
32.26
 28.53
 26.51
 22.04
 20.91
December 31 tangible book value - common (7)
16.96
 15.85
 14.68
 13.65
 12.17
December 31 tangible book value - common (6)
21.94
 19.12
 16.96
 15.85
 14.68
December 31 market value (bid price) - common42.06
 37.65
 25.42
 22.75
 22.72
41.59
 34.27
 42.06
 37.65
 25.42
                  
Average Balances (1) (2) (3) (4) (5) (6)
         
Average Balances (1) (2) (3) (4) (5)
         
Total assets$8,196,229
 $6,899,265
 $6,085,687
 $5,571,354
 $4,455,411
$11,091,320
 $9,689,057
 $8,196,229
 $6,899,265
 $6,085,687
Total loans (8)
5,881,284
 4,814,005
 4,179,839
 3,730,080
 3,008,555
Total loans (7)
7,690,190
 6,997,771
 5,881,284
 4,814,005
 4,179,839
Earning assets7,335,702
 6,180,050
 5,464,829
 4,985,338
 4,017,247
10,015,771
 8,736,367
 7,335,702
 6,180,050
 5,464,829
Total deposits6,368,751
 5,438,217
 4,806,503
 4,363,955
 3,465,640
8,782,634
 7,569,482
 6,368,751
 5,438,217
 4,806,503
Total stockholders' equity1,110,524
 884,664
 753,724
 675,295
 540,255
1,569,615
 1,343,861
 1,110,524
 884,664
 753,724
                  
Year-End Balances (1) (2) (3) (4) (5) (6)
         
Year-End Balances (1) (2) (3) (4) (5)
         
Total assets$9,367,478
 $7,211,611
 $6,761,003
 $5,824,127
 $5,437,262
$12,457,254
 $9,884,716
 $9,367,478
 $7,211,611
 $6,761,003
Total loans (8)
6,758,415
 5,142,574
 4,703,716
 3,932,100
 3,637,740
Total loans (7)
8,468,347
 7,229,245
 6,758,415
 5,142,574
 4,703,716
Allowance for loan losses75,032
 66,037
 62,453
 63,964
 67,870
80,284
 80,552
 75,032
 66,037
 62,453
Total deposits7,172,530
 5,556,498
 5,289,647
 4,640,694
 4,231,468
9,839,956
 7,754,593
 7,172,530
 5,556,498
 5,289,647
Total stockholders' equity1,303,463
 901,657
 850,509
 726,827
 634,923
1,786,437
 1,408,260
 1,303,463
 901,657
 850,509
                  
Financial Ratios (1) (2) (3) (4) (5) (6)
         
Financial Ratios (1) (2) (3) (4) (5)
         
Return on average assets1.17% 1.17% 1.07% 1.08% 0.95%1.48% 1.64% 1.17% 1.17% 1.07%
Return on average stockholders' equity8.65
 9.16
 8.67
 8.91
 7.80
10.48
 11.84
 8.65
 9.16
 8.67
Average earning assets to average assets89.50
 89.58
 89.80
 89.48
 90.17
90.30
 90.17
 89.50
 89.58
 89.80
Allowance for loan losses as % of total loans1.11
 1.28
 1.33
 1.63
 1.87
0.95
 1.11
 1.11
 1.28
 1.33
Dividend payout ratio32.55
 27.27
 23.84
 17.58
 12.77
31.35
 26.09
 32.55
 27.27
 23.84
Average stockholders' equity to average assets13.55
 12.82
 12.39
 12.12
 12.13
14.15
 13.87
 13.55
 12.82
 12.39
Tax equivalent yield on earning assets4.53
 4.32
 4.25
 4.35
 4.40
4.78
 4.79
 4.53
 4.32
 4.25
Cost of supporting liabilities0.51
 0.43
 0.45
 0.44
 0.41
1.09
 0.79
 0.51
 0.43
 0.45
Net interest margin on earning assets4.02
 3.89
 3.80
 3.91
 3.99
3.69
 4.00
 4.02
 3.89
 3.80

 
(1) Effective November 12, 2013, the Corporation acquired 100 percent of CFS in an all stock transaction. CFS was headquartered in Munster, Indiana and had 20 banking centers in northwestern Indiana and northeastern Illinois. Pursuant to the merger agreement, the shareholders of CFS received 0.65 percent of a share of the Corporation's common stock for each share of CFS common stock held. The Corporation issued approximately 7.1 million shares of common stock, which was valued at approximately $135.6 million.

(2) Effective November 7, 2014, the Corporation acquired 100 percent of Community. Community was headquartered in Noblesville, Indiana and had 10 banking centers serving central Indiana. Pursuant to the merger agreement, each outstanding share of common stock of Community was converted into the right to receive either (a) 4.0926 shares of First Merchants' common stock, plus cash in lieu of fractional shares; or (b) $85.94 in cash, based upon shareholder elections. The Corporation paid $14.2 million in cash and issued approximately 1.6 million shares of common stock, valued at $35.0 million, for a total purchase price of approximately $49.2 million.

(3) Effective April 17, 2015, the Corporation acquired 100 percent of C Financial. C Financial was headquartered in Columbus, Ohio and had 6 full service banking centers serving the Columbus, Ohio market. Pursuant to the merger agreement, shareholders of C Financial received $6.738 in cash for each share of C Financial stock held, resulting in a total purchase price of $14.5 million.


(4)(2) Effective December 31, 2015, the Corporation acquired 100 percent of Ameriana. Ameriana was headquartered in New Castle, Indiana and had 13 full service banking centers in east central and central Indiana. Pursuant to the merger agreement, shareholders of Ameriana received .9037 shares of the Corporation's common stock for each share of Ameriana Bancorp common stock held. The Corporation issued approximately 2.8 million shares of common stock, which was valued at approximately $70.4 million.


(5)(3) Effective May 19, 2017, the Corporation acquired 100 percent of Arlington Bank. Arlington Bank was headquartered in Columbus, Ohio and had 3 full service banking centers serving the Columbus, Ohio market. Pursuant to the merger agreement, each Arlington Bank shareholder received 2.7245 shares of the Corporation's common stock for each outstanding share of Arlington Bank common stock held. The Corporation issued approximately 2.1 million shares of common stock, which was valued at approximately $82.6 million. The details of the acquisition can be found in NOTE 2. ACQUISITIONS of the Notes to Consolidated Financial Statements included in Item 8 of this Annual Report on Form 10-K.


(6)(4) On November 21, 2016, the Corporation purchased 495,112 shares, or 12.1 percent, of IAB's outstanding common stock from an IAB shareholder for $19.8 million. Effective July 14, 2017, the Corporation acquired the remaining shares of IAB common stock. IAB was headquartered in Fort Wayne, Indiana and had 16 full service banking centers serving the Fort Wayne, Indiana market. Pursuant to the merger agreement, each IAB shareholder received 1.653 shares of the Corporation's common stock for each outstanding share of IAB common stock held. The Corporation issued approximately 6.0 million shares of common stock. The transaction value for the remaining shares of common stock, not owned by the Corporation, was approximately $238.8 million, resulting in a total purchase price of $258.6 million.

(5) On September 1, 2019, the Corporation acquired 100 percent of MBT. MBT was headquartered in Monroe, Michigan and had 20 banking centers serving the Monroe market. Pursuant to the merger agreement, each MBT shareholder received 0.275 shares of the Corporation's common stock for each outstanding share of MBT common stock held. The Corporation issued approximately 6.4 million shares of common stock, which was valued at approximately $229.9 million. The details of the acquisition can be found in NOTE 2. ACQUISITIONSACQUISITION of the Notes to Consolidated Financial Statements included in Item 8 of this Annual Report on Form 10-K.


(7)(6) Non-GAAP reconciliation can be found in the “Capital” section of Management’s Discussion and Analysis of Financial Condition and Results of Operations included as Item 7 of this Annual Report on Form 10-K.
 
(8)(7) Includes loans held for sale.


3233

Table of Contents
PART II: ITEM 7. AND ITEM 7A. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS




ITEM 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS.


CRITICAL ACCOUNTING POLICIES


Generally accepted accounting principles require management to apply significant judgment to certain accounting, reporting and disclosure matters. Management must use assumptions and estimates to apply those principles where actual measurement is not possible or practical. The judgments and assumptions made are based upon historical experience or other factors that management believes to be reasonable under the circumstances. Because of the nature of the judgments and assumptions, actual results could differ from estimates, which could have a material effect on our financial condition and results of operations. For a complete discussion of the Corporation’s significant accounting policies, see NOTE 1. NATURE OF OPERATIONS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES of the Notes to Consolidated Financial Statements included in Item 8 of this Annual Report on Form 10-K.


The following policies materially affect our reported earnings and financial condition and require significant judgments and estimates. Management has reviewed these critical accounting estimates

Business Combinations
Business combinations are accounted for under the acquisition method of accounting. Under the acquisition method, assets and related disclosuresliabilities of the business acquired are recorded at their estimated fair values as of the date of acquisition with our Audit Committee.any excess of the cost of the acquisition over the fair value of the net tangible and intangible assets acquired recorded as goodwill. Results of operations of the acquired business are included in the income statement from the date of acquisition.


Investment Securities
Available for sale securities are recorded at fair value on a recurring basis with the unrealized gains and losses, net of applicable income taxes, recorded in other comprehensive income. Realized gains and losses are recorded in earnings and the prior fair value adjustments are reclassified within stockholders' equity. Gains and losses on sales of securities are determined on the specific-identification method. Amortization of premiums and accretion of discounts are recorded as interest income from securities.


Available for sale and held to maturity securities are evaluated for OTTI at least on a quarterly basis, and more frequently when economic or market conditions warrant such an evaluation. The investment securities portfolio is evaluated for OTTI by segregating the portfolio into two general segments and applying the appropriate OTTI model. Investment securities are generally evaluated for OTTI under ASC 320, Investments - Debt and Equity Securities. However, certain purchased beneficial interest, including certain non-agency government-sponsored mortgage-backed securities, asset-backed securities and collateralized debt obligations are evaluated using the model outlined in ASC 325-10, Investments - Other.

In determining OTTI, under ASC 320, management considers many factors, including: (1) the length of time and the extent to which the fair value has been less than cost, (2) the financial condition and near term prospects of the issuer, (3) whether the market decline was affected by macroeconomic conditions, and (4) whether the Corporation has the intent to sell the debt security or more likely than not, will be required to sell the debt security before its anticipated recovery. The assessment of whether an other-than-temporary decline exists involves a high degree of subjectivity and judgment and is based on the information available to management at a point in time.


When OTTI occurs, the amount of OTTI recognized in the income statement depends on whether the Corporation intends to sell the security or it is more likely than not that the Corporation will be required to sell the security before recovery of its amortized cost basis, less any recognized credit loss. If the intent is to sell, or it is more likely than not that the Corporation will be required to sell the security before recovery of its amortized cost basis, less any recognized credit loss, the OTTI shall be recognized in earnings equal to the entire difference between the investment’s amortized cost basis, less any recognized credit loss, and its fair value at the balance sheet date. If the intent is not to sell the security and it is not more likely than not that the Corporation will be required to sell the security before the recovery of its amortized cost basis less any recognized credit loss, the OTTI has been separated into the amount representing the credit loss and the amount related to all other factors. The amount of the total OTTI related to the credit loss is determined based on the present value of cash flows expected to be collected and is recognized in earnings. The amount of the total OTTI related to other factors is recognized in other comprehensive income, net of applicable income taxes. The previous amortized cost basis less the OTTI recognized in earnings becomes the new amortized cost basis of the investment.

Held to maturity securities are classified as held to maturity when the Corporation has the positive intent and ability to hold the securities to maturity. Securities held to maturity are carried at amortized cost.  For held to maturity debt securities, the amount of an OTTI recorded in other comprehensive income for the noncredit portion of a previous other-than-temporary impairment is amortized prospectively over the remaining life of the security on the basis of the timing of future estimated cash flows of the security.


Loans
The Corporation’s loan portfolio is carried at the principal amount outstanding, net of unearned income.income and principal charge-offs. Certain non-accrual, substantially delinquent and renegotiated loans classified as troubled debt restructures may be considered to be impaired in accordance with ASC 310, Receivables. Under ASC 310,310-10, a loan is impaired when, based on current information or events, it is probable all amounts due (principal and interest) according to the contractual terms of the loan agreement are uncollectible. Renegotiated consumer loans classified as troubled debt restructures are considered to be impaired. In applying the provisions of ASC 310,310-10, the Corporation considers all other investments in one-to-four family residential loans and consumer installment loans to be homogeneous and therefore excluded from separate identification for evaluation of impairment. Interest income is accrued on the principal balances of loans. The accrual of interest is discontinued on a loan when, in management’s opinion, the borrower may be unable to meet payments as they become due. When the interest accrual is discontinued, all unpaid accrued interest is reversed against earnings when considered uncollectible. Interest income accrued in the prior year, if any, is charged to the allowance for loan losses. Interest income is subsequently recognized only to the extent cash payments are received and the loan is returned to accruing status. Certain loan fees and direct costs are being deferred and amortized as an adjustment of yield on the loans.

Impaired loans are carried at the fair value of collateral if the loan is collateral dependent, or the present value of estimated future cash flows using the loan’s existing rate. A portion of the allowance for loan losses is allocated to impaired loans if the value of such loans is deemed to be less than the unpaid balance. If these allocations cause the allowance for loan losses to increase, such increase is reported as a component of the provision for loan losses. Loan losses are charged against the allowance when management believes the uncollectability of the loan is confirmed. The valuation would be considered Level 3, consisting of appraisals of underlying collateral and discounted cash flow analysis.


Interest income is accrued on the principal balances of loans. The accrual of interest is discontinued on a loan when, in management’s opinion, the borrower may be unable to meet payments as they become due. When the interest accrual is discontinued, all unpaid accrued interest is reversed against earnings when considered uncollectible. Interest income accrued in the prior year, if any, is charged to the allowance for loan losses. Interest income is subsequently recognized only to the extent cash payments are received and the loan is returned to accruing status. Certain loan fees and direct costs are being deferred and amortized as an adjustment of yield on the loans.




3334

Table of Contents
PART II: ITEM 7. AND ITEM 7A. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS



Loan commitments and letters-of-credit generally have short-term, variable-rate features and contain clauses which limit the exposure to changes in customer credit quality. Accordingly, their carrying values, which are immaterial at the respective balance sheet dates, are reasonable estimates of fair value.


Loans Acquired in Business Combinations
Loans acquired in a business combination with evidence of credit deterioration since origination and for which it is probable that all contractually required payments will not be collected are considered to be purchased credit impaired. Evidence of credit quality deterioration as of purchase dates may include information such as past-due and nonaccrual status, borrower credit scoresrisk grade and recent loan to value percentages. AcquiredPurchased credit-impaired loans are accounted for under the accounting guidance for loans and debt securities acquired with deteriorated credit quality (ASC 310-30). These loans are initially measured at fair value based upon expected cash flows without anticipation of prepayments and includes estimated future credit losses expected to be incurred over the life of the loans. As a result, related discounts are recognized subsequently through accretion based on the expected cash flows of the acquired loans. For purposes of applying ASC 310-30, loans acquired in business combinations are individually evaluated for the initial fair value measurement. Accordingly, allowances for credit losses related to these loans are not carried over and recorded at the acquisition date.


The difference between contractually required payments and the cash flows expected to be collected at acquisition is referred to as the nonaccretable portion of the fair value discount or premium. The accretable portion of the fair value discount or premium is the difference between the expected cash flows and the net present value of expected cash flows, with such difference accreted into earnings over the term of the loans. Acquired loans not accounted for under ASC 310-30 are accounted for under ASC 310-20, which allows the fair value adjustment to be accreted into income over the remaining life of the loans.


Allowance for Loan Losses
The allowance for loan losses is maintained to absorb losses inherent in the loan portfolio and is based on ongoing, quarterly assessments of the probable losses inherent in the loan portfolio. The allowance is increased by the provision for loan losses, which is charged against current operating results. Loan losses are charged against the allowance when management believes the uncollectability of a loan balance is confirmed. Subsequent recoveries, if any, are credited to the allowance. The Corporation’s strategy for credit risk management includes credit policies and underwriting criteria for all loans, as well as an overall credit limit for each customer significantly below legal lending limits. The strategy also emphasizes diversification on regional geographic and industry levels, regular credit quality reviews and management reviews of large credit exposures and loans experiencing deterioration of credit quality.


The Corporation’s methodology for assessing the appropriateness of the allowance consists of three key elements – the determination of the appropriate reserves for impaired loans accounted for under ASC 310,310-10, probable losses estimated from historical loss rates, and probable losses resulting from economic, environmental, qualitative or other deterioration above and beyond what is reflected in the first two components of the allowance.


Commercial relationships greater than $500,000 that exhibit probable or observed credit weaknesses are subject to individual review. Where appropriate, reserves are allocated to individual loans based on management’s estimate of the borrower’s ability to repay the loan given the availability of collateral, other sources of cash flow and legal options available to the Corporation. Included in the review of individual loansLoans individually evaluated for impairment are those deemed impaired in accordance with ASC 310-10, including commercial relationships greater than $500,000 that are impaired as provided in ASC 310.exhibit well defined credit weaknesses. Any allowances for impaired loans are measured based on the fair value of the underlying collateral, if collateral dependent, or the present value of expected future cash flows discounted at the loan’s effective interest rate. The Corporation evaluates the collectability of principal when assessing the need for a loss accrual. Historical loss rates are applied to other commercial loans not subject to specific reserve allocations.


The historical allocation for commercial loans graded pass are established by loan segments using loss rates based on the Corporation’s migration analysis. This migration analysis shows the loss rates for each segment of loans based on the loan grades at the beginning of the twelve month period. This loss rate is then applied to the current portfolio of loans in each respective loan segment.


Homogenous loans, such as consumer installment and residential mortgage loans, are not individually risk graded. Reserves are established for each segment of loans using loss rates based on charge-offs for the same period as the migration analysis used for commercial loans.


Historical loss allocations for commercial and consumer loans may be adjusted for significant factors that, in management’s judgment, reflect the impact of any current conditions on loss recognition. Factors which management considers in the analysis include the effects of the national and local economies, trends in loan growth and charge-off rates, changes in mix, concentration of loans in specific industries, asset quality trends (delinquencies, charge-offs and non-accrual loans), risk management and loan administration, changes in the internal lending policies and credit standards, examination results from bank regulatory agencies and the Corporation’s internal loan review.


Goodwill and Intangibles
For acquisitions, assets acquired, including identified intangible assets, and the liabilities assumed are required to be recorded at their fair value. These often involve estimates based on third party valuations, such as appraisals, or internal valuations based on discounted cash flow analysis or other valuation techniques that may include estimates of attrition, inflation, asset growth rates, or other relevant factors. In addition, the determination of the useful lives over which the intangible asset will be amortized is subjective. Intangible Assets that are subject to amortization, including core deposit intangibles, are being amortized on both the straight-line and accelerated basis over two to twentyten years. Intangible assets are periodically evaluated as to the recoverability of their carrying value.


Under ASC 350, Intangibles – Goodwill and Other, goodwill recorded must be reviewed for impairment on an annual basis, as well as on an interim basis if events or changes indicate that the asset might be impaired. An impairment loss must be recognized for any excess of carrying value over fair value of the goodwill. The Corporation completed its most recent annual goodwill impairment test on October 1, 20172019 and concluded, based on current events and circumstances, goodwill is not impaired.




3435

Table of Contents
PART II: ITEM 7. AND ITEM 7A. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS




Derivative Instruments
Derivative instruments are carried at the fair value of the derivatives and reflects the estimated amounts that would have been received to terminate these contracts at the reporting date based upon pricing or valuation models applied to current market information.


As part of the asset/liability management program, the Corporation will utilize, from time to time, interest rate floors, caps or swaps to reduce its sensitivity to interest rate fluctuations. These are derivative instruments, which are recorded as assets or liabilities in the consolidated balance sheets at fair value. Changes in the fair values of derivatives are reported in the consolidated statements of operations or AOCI depending on the use of the derivative and whether the instrument qualifies for hedge accounting. The key criterion for the hedge accounting is that the hedged relationship must be highly effective in achieving offsetting changes in those cash flows that are attributable to the hedged risk, both at inception of the hedge and on an ongoing basis.


Derivatives that qualify for the hedge accounting treatment are designated as either: (1) a hedge of the fair value of the recognized asset or liability, or of an unrecognized firm commitment (a fair value hedge); or (2) a hedge of a forecasted transaction or the variability of cash flows to be received or paid related to a recognized asset or liability (a cash flow hedge). To date, the Corporation has only entered into a cash flow hedge. For cash flow hedges, changes in the fair values of the derivative instruments are reported in AOCI to the extent the hedge is effective. The gains and losses on derivative instruments that are reported in AOCI are reflected in the consolidated statements of income in the periods in which the results of operations are impacted by the variability of the cash flows of the hedged item. Generally, net interest income is increased or decreased by amounts receivable or payable with respect to the derivatives, which qualify for hedge accounting. At inception of the hedge, the Corporation establishes the method it uses for assessing the effectiveness of the hedging derivative and the measurement approach for determining the ineffective aspect of the hedge. The ineffective portion of the hedge, if any, is recognized in the consolidated statements of income. The Corporation excludes the time value expiration of the hedge when measuring ineffectiveness.


The Corporation offers interest rate derivative products (e.g. interest rate swaps) to certain of its high-quality commercial borrowers. This product allows customers to enter into an agreement with the Corporation to swap their variable rate loan to a fixed rate. These derivative products are designed to reduce, eliminate or modify the risk of changes in the borrower’s interest rate or market price risk. The extension of credit incurred through the execution of these derivative products is subject to the same approvals and rigorous underwriting standards as the related traditional credit product. The Corporation limits its risk exposure to these products by entering into a mirror-image, offsetting swap agreement with a separate, well-capitalized and rated counterparty previously approved by the Credit and Asset Liability Committee. By using these interest rate swap arrangements, the Corporation is also better insulated from the interest rate risk associated with underwriting fixed-rate loans. These derivative contracts are not designated against specific assets or liabilities under ASC 815, Derivatives and Hedging, and, therefore, do not qualify for hedge accounting. The derivatives are recorded on the balance sheet at fair value and changes in fair value of both the customer and the offsetting swap agreements are recorded (and essentially offset) in non-interest income. The fair value of the derivative instruments incorporates a consideration of credit risk (in accordance with ASC 820, Fair Value Measurements and Disclosures), resulting in some volatility in earnings each period.


Income Taxes
Income tax in the consolidated statements of income includes deferred income tax provisions or benefits for all significant temporary differences in recognizing income and expenses for financial reporting and income tax purposes. The Corporation files consolidated income tax returns with its subsidiaries. The Corporation is generally no longer subject to U.S. federal, state and local income tax examinations by tax authorities for tax years before 2014.2016.


The Corporation adopted the provisions of the ASC 740, Income Taxes, which prescribes a recognition threshold and measurement attribute for the financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return. ASC 740 also provides guidance on derecognition, classification, interest and penalties, accounting in interim periods, disclosure and transition. As a result of the implementation of ASC 740, the Corporation did not identify any uncertain tax positions that it believes should be recognized in the financial statements. The Corporation reviews income tax expense and the carrying value of deferred tax assets and liabilities quarterly; as new information becomes available, the balances are adjusted if applicable. The Corporation's policy is to recognize interest and penalties related to unrecognized tax benefits, if any, as a component of income tax expense.


RESULTS OF OPERATIONS – 20172019


Net income available to stockholders for the year ended December 31, 2019 was $96.1 million, an increase of $15.0$164.5 million compared to $81.1$159.1 million during the same period in 2016.2018. Earnings per fully diluted common share for 20172019 totaled $2.12, an increase of $0.14 per share, or 7.1 percent, over $1.98$3.19 compared to $3.22 during the same period in 2016.

2018. Included in the 20172019 results were $12.2$13.7 million, or $0.18$0.21 per share, of acquisition-related expenses associated with the acquisition merger and system conversion expenses related to the acquisitions of Arlington Bank and IAB.MBT. Details of the acquisitionsMBT acquisition, which occurred on September 1, 2019, are included inwithin NOTE 2. ACQUISITIONS of the Notes to Consolidated Financial Statements included in Item 8 of this Annual Report on Form 10-K. Additionally, the revaluation of the Corporation's deferred tax assets and liabilities as a result of the enactment of the Tax Cuts and Jobs Act ("TCJA") resulted in the recognition of additional income tax expense of $5.1 million, or $0.11 per share. Details of the impact of the TCJA are included in NOTE 21. INCOME TAXACQUISITION of the Notes to Consolidated Financial Statements included in Item 8 of this Annual Report on Form 10-K.


As of December 31, 2017,2019, total assets equaled $9.4$12.5 billion compared to $7.2$9.9 billion as of year end 2016,2018, an increase of 29.9$2.6 billion, or 26.0 percent. On May 19, 2017, the Corporation acquired Arlington Bank, which resulted $338.7 million of additional assets and on July 14, 2017, the Corporation acquired IAB, whichThe MBT acquisition resulted in $1.2$1.5 billion of additional assets. Excluding the growthasset increase in total assets from the acquisitions, organic asset growth totaled $604.7 million, or 8.4 percent, in 2017.


35

Table of Contents
PART II: ITEM 7. AND ITEM 7A. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS


2019. The Corporation's total loan portfolio equaled $6.8$8.5 billion as of December 31, 2017,2019, an increase of $1.6$1.2 billion, or 17.1 percent from December 31, 2016. The Arlington Bank and IAB acquisitions contributed $232.32018. Excluding the MBT loans acquired of $732.6 million, and $726.0 millionthe Corporation's loan portfolio grew organically in total loans, respectively. Organic total loan growth equaled $657.62019 by $506.5 million, or 12.8 percent, in 2017.  Additional details of the changes in the Corporation's loans are discussed within NOTE 5. LOANS AND ALLOWANCE of the Notes to Consolidated Financial Statements included in Item 8 of this Annual Report on Form 10-K.7 percent.


The Corporation’s allowance for loan losses totaled $75.0$80.3 million as of December 31, 2017,2019, a slight decrease compared to $66.0$80.6 million as of December 31, 2016. The2018, due to declines in delinquent, impaired and non-accrual loans during 2019. Non-accrual loans decreased $10.2 million, or 39 percent during 2019 and the allowance provides 261.2503.4 percent coverage of all non-accrual loans and 1.110.95 percent of total loans.  The Corporation's provision expense for the year endedloans at December 31, 2017 was $9.1 million compared to $5.7 million during the same period in 2016. The increase in provision expense was primarily due to the level of organic loan growth in 2017.2019.  Details of the Allowance for Loan Losses and non-performing loans are discussed within the “Loan Quality” and “Provision and Allowance for Loan Losses” sections of this Management’s Discussion and Analysis of Financial Condition and Results of Operations.



36

Table of Contents
PART II: ITEM 7. AND ITEM 7A. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS


The Corporation's investment securities portfolio increased $256.1$963.5 million from December 31, 2016,2018, and totaled $1.6$2.6 billion as of December 31, 2017.2019. The MBT acquisition accounted for $212.2 million of the increase and excess liquidity from deposit growth was deployed in the investment portfolio, which also contributed to the increase from December 31, 2018. Details of the composition of the Corporation's investment securities portfolio are included within NOTE 4. INVESTMENT SECURITIES of the Notes to Consolidated Financial Statements included in Item 8 of this Annual Report on Form 10-K.


The Corporation's other assets increased $52.4 million from December 31, 2018 due in part to implementation of new lease accounting guidance in ASU 2016-02, Leases (Topic 842), associated with the Corporation's leased banking center locations. As of December 31, 2017, total deposits equaled $7.2 billion, an increase2019, the Corporation's right of $1.6 billionuse asset (recorded in other assets) was $20.7 million and the lease liability (recorded in other liabilities) was $21.4 million. The new lease accounting guidance and lease disclosures are discussed within NOTE 1. NATURE OF OPERATIONS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES and NOTE 10. LEASES of the Notes to Consolidated Financial Statements included in Item 8 of this Annual Report on Form 10-K.

Additionally, the Corporation's derivative hedge asset (recorded in other assets) and derivative hedge liability (recorded in other liabilities), related to the Corporation's interest rate swaps with commercial banking customers, which are simultaneously hedged by offsetting interest rate swaps with a third party, increased $15.8 million and $16.7 million, respectively from December 31, 2016.2018. The Arlington Bankincreases were primarily due to a $214.5 million increase in outstanding notional balance and IAB acquisitionsyield curve rates used for valuation purposes were lower at each term point as of December 31, 2019 compared to December 31, 2018. Details of the Corporation's derivative activity is detailed in NOTE 14. DERIVATIVE INSTRUMENTS AND HEDGING ACTIVITY of the Notes to Consolidated Financial Statements included in Item 8 of this Annual Report on Form 10-K.

Total deposits of $9.8 billion increased $2.1 billion, or 26.9 percent, from December 31, 2018. The MBT acquisition on September 1, 2019 resulted in $252.8 million and $862.3 million$1.1 billion of additional deposits, respectively.acquired deposits. Organic deposit growth equaled $501.0of $979.4 million, or 9.012.6 percent, also contributed to the increase in 2017. The2019. Excluding deposits from the MBT acquisition, the largest increases were in demand, savings and savingstime deposits.

Total borrowings increased $140.2 million as of December 31, 2017, compared to2019 increased $61.7 million from December 31, 2016. Federal2018. FHLB advances increased $36.1 million, which included $10.9 million in FHLB advances from the MBT acquisition, while federal funds purchased and Federal Home Loan Bank advances,decreased $49.0 million. Securities sold under repurchase agreements increased $74.4 million from December 31, 2018, as a result of the MBT acquisition, which increased $23.7accounted for a $94.8 million and $115.5 million, respectively, when coupled with the increase in deposits, were used as liquidity sources to support the increase in the loan and investment portfolios.increase. Additional details related to the changes in deposits and borrowings are discusseddetailed within NOTE 11. DEPOSITS and NOTE 13. BORROWINGS of the Notes to Consolidated Financial Statements included in Item 8 of this Annual Report on Form 10-K and the “Deposits and Borrowings” section of this Management’s Discussion and Analysis of Financial Condition and Results of Operations.


The Corporation continued to maintain all regulatory capital ratios in excess of the regulatory definition of “well-capitalized” as discussed in the “CAPITAL” section of this Management’s Discussion and Analysis of Financial Condition and Results of Operations.


RESULTS OF OPERATIONS – 20162018


Net income available to stockholders was $81.1$159.1 million, an increase of $15.7$63.0 million, compared to $65.4$96.1 million during the same period in 2015.2017. Earnings per fully diluted common share for 20162018 totaled $1.98,$3.22, an increase of $0.26$1.10 per share, or 15.151.9 percent, over $1.72$2.12 in 2015.2017.

Included in the 2015 results were $9.8 million, or $0.17 per share, of acquisition, merger and system conversion expenses related to the 2014 and 2015 acquisitions and 2015 on-line banking system conversion. Details of the December 31, 2015 Ameriana acquisition, the April 17, 2015 C Financial acquisition and the November 7, 2014 Community acquisition are included in NOTE 2. ACQUISITIONS of the Notes to Consolidated Financial Statements included in Item 8 of this Annual Report on Form 10-K.


As of December 31, 2016,2018, total assets equaled $7.2$9.9 billion compared to $6.8$9.4 billion as of year end 2015, resulting from organic growth2017, an increase of $450.6 million. Total loans5.5 percent. The Corporation's total loan portfolio equaled $5.1$7.2 billion as of December 31, 2016, reflecting organic growth2018, an increase of $445.8$470.8 million or 9.5%, from the same period in 2015.  

December 31, 2017. The Corporation’s allowance for loan losses totaled $66.0$80.6 million as of December 31, 2016,2018, compared to $62.5$75.0 million as of December 31, 2015.2017. The allowance provides 220.1308.1 percent coverage of all non-accrual loans and 1.281.11 percent of total loans.loans at December 31, 2018.  The Corporation's provision expense for the year ended December 31, 2018 was $7.2 million compared to $9.1 million during the same period in 2017. The provision expense in 2018 was primarily due to organic loan growth. Details of the Allowance for Loan Losses and non-performing loans are discussed within the “Loan Quality” and “Provision and Allowance for Loan Losses” sections of this Management’s Discussion and Analysis of Financial Condition and Results of Operations.


The Corporation's investment securities portfolio increased $27.5$72.0 million from December 31, 2015,2017, and totaled $1.3$1.6 billion as of December 31, 2016.2018. Details of the composition of the Corporation's investment securities portfolio are included within NOTE 4. INVESTMENT SECURITIES of the Notes to Consolidated Financial Statements included in Item 8 of this Annual Report on Form 10-K.


As discussedof December 31, 2018, total deposits equaled $7.8 billion, an increase of $582.1 million, or 8.1 percent, from December 31, 2017. The largest increases were in savings and demand deposits. Total borrowings decreased $163.4 million as of December 31, 2018, compared to December 31, 2017. Liquidity generated from organic deposit growth was used to fund loan and investment portfolio growth. Additionally, the excess liquidity was used to pay down Federal Home Loan Bank advances and Federal funds purchased, which decreased $99.4 million and $40.0 million, respectively. Additional details related to the changes in deposits and borrowings are detailed within NOTE 1. NATURE OF OPERATIONS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES11. DEPOSITS and NOTE 13. BORROWINGS of the Notes to Consolidated Financial Statements included in Item 8 of this Annual Report on Form 10-K the Bank’s banking charter was converted from a national association to an Indiana state-chartered bank in April 2016. As part of the conversion, the Bank redeemed at cost all of its Federal Reserve Bank stock held, which resulted in a decrease in Federal Reserve and Federal Home Loan Bank stock of $19.7 million from the same period in 2015.

At December 31, 2016, other real estate owned totaled $9.0 million, a decrease of $8.3 million, or 48.0 percent, from the December 31, 2015 balance of $17.3 million. Included in the December 31, 2015 balance was $5.7 million of other real estate owned acquired in the Ameriana acquisition.

Taxes, both current and deferred, decreased in 2016 by $7.6 million. Details related to the change in taxes are discussed within the “Income Taxes” section of the this Management’s Discussion and Analysis of Financial Condition and Results of Operations and in NOTE 21. INCOME TAX of the Notes to Consolidated Financial Statements included in Item 8 of this Annual Report on Form 10-K.

36

Table of Contents
PART II: ITEM 7. AND ITEM 7A. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS


Deposits increased $266.9 million from December 31, 2015. Demand deposits, brokered certificates of deposit and savings deposits increased $290.6 million, $66.9 million and $42.0 million, respectively, from the same period in 2015. Offsetting these increases were decreases in certificates of deposit of $85.2 million and certificates of deposit greater than $100,000 of $47.4 million.

Federal Funds purchased and Federal Home Loan Bank advances, which increased $70.6 million and $63.3 million, respectively, when coupled with the increase in deposits, were used as liquidity sources to support the increase in the loan portfolio. Additional details related to the changes are discussed within the “Deposits and Borrowings” section of this Management’s Discussion and Analysis of Financial Condition and Results of Operations.


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



37

Table of Contents
PART II: ITEM 7. AND ITEM 7A. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS


NET INTEREST INCOME


Net interest income is the most significant component of the Corporation's earnings, comprising 80 percent of revenues for the year ended December 31, 2017.2019. Net interest income and margin are influenced by many factors, primarily the volume and mix of earningsearning assets, funding sources, and interest rate fluctuations. Other factors include the level of accretion income on purchased loans, prepayment risk on mortgage and investment-related assets, and the composition and maturity of earning assets and interest-bearing liabilities. Loans typically generate more interest income than investment securities with similar maturities. Funding from customer deposits generally costs less than wholesale funding sources. Factors such as general economic activity, Federal Reserve Board monetary policy, and price volatility of competing alternative investments, can also exert significant influence on our ability to optimize the mix of assets and funding and the net interest income and margin.


Net interest income is the excess of interest received from earning assets over interest paid on interest-bearing liabilities. For analytical purposes, net interest income is also presented on an FTE basis in the table that follows to reflect what our tax-exempt assets would need to yield in order to achieve the same after-tax yield as a taxable asset. The federal statutory rate in effect of 21 percent was used for both 2019 and 2018, while 35 percent was used for all periods,2017, adjusted for the TEFRA interest disallowance applicable to certain tax-exempt obligations. ThisThe lower effective income tax rate during the twelve months ended December 31, 2019 and 2018 when compared to the same periods in 2017 were primarily the result of the Tax Cuts and Jobs Act (TCJA) enacted on December 22, 2017. The FTE analysis portrays the income tax benefits associated inwith tax-exempt assets and helps to facilitate a comparison between taxable and tax-exempt assets. Management believes that it is a standard practice in the banking industry to present net interest margin and net interest income on a fully taxable equivalent basis. Therefore, management believes these measures provide useful information for both management and investors by allowing them to make peer comparisons.


For the periods presented,In 2019, the increases in net interest income and average earning assets were primarily driven byattributable to the September 2019 MBT acquisition, in addition to, core organic loan and deposit growth and an increase in earning assets attributable to acquisitions of Arlington Bank in May 2017 and IAB in July 2017. In addition, in April 2015, the Corporation acquired C Financial and, in December 2015, the Corporation acquired Ameriana.

In 2017, assetinvestment securities portfolio. Asset yields increased 21decreased 1 basis pointspoint FTE and interest costs increased 1034 basis points, resulting in an 1135 basis point FTE increasedecrease in net interest spread as compared to 2016. Primarily2018. Asset yields decreased in 2019 primarily as a result of the Federal Reserve's discount rate decrease of 25 basis points at each of the Board's August, September and October 2019 meetings. Average earning assets increased $1.3 billion in 2019 compared to 2018 primarily as a result of organic loan growth and acquisitions, earning assets increased $1,155,652,000 in 2017 compared to 2016.the MBT acquisition. In 2019, organic loan growth was $506.5 million, or 7 percent. The Corporation recognized fair value accretion income on purchased loans, which is included in interest income, of $13,864,000$12.0 million and $12,397,000,$14.1 million, respectively, for the twelve months ended December 31, 20172019 and 2016.2018. Net interest margin, on a tax equivalent basis, increaseddecreased to 4.023.69 percent for 20172019 compared to 3.894.00 percent in 2016. Asset yields increased primarily as a result of the Federal Reserve's discount rate increases of 25 basis points at their March, June and December 2017 meetings.2018.

In 2016, asset yields increased 7 basis points FTE and interest costs decreased 2 basis points, resulting in a 9 basis point FTE increase in net interest spread as compared to 2015. Primarily as a result of organic loan growth, earning assets increased $715,221,000 in 2016 compared to 2015. The Corporation recognized fair value accretion income on purchased loans, which is included in interest income, of $12,397,000 and $8,217,000, respectively, for the twelve months ended December 31, 2016 and 2015. Net interest margin, on a tax equivalent basis, increased to 3.89 percent for 2016 compared to 3.80 percent in 2015.


Additional details of the Corporation's acquisitions, remaining loan fair value discount, accretable and nonaccretable yield can be found in NOTE 2. ACQUISITIONS andACQUISITION, NOTE 6. ACCOUNTING FOR CERTAIN LOANS ACQUIRED IN A PURCHASE, and NOTE 22. INCOME TAX of the Notes to Consolidated Financial Statements included in Item 8 of this Annual Report on Form 10-K.



In 2018, asset yields increased 26 basis points FTE and interest costs increased 35 basis points, resulting in an 9 basis point FTE decrease in net

interest spread as compared to 2017. Asset yields increased in 2018 primarily as a result of the Federal Reserve's discount rate increases of 25 basis points at each of the Board's March, June, September and December 2018 meetings. Interest costs also increased as both core deposits and wholesale funding rates increased year-over-year. Average earning assets increased $1.4 billion in 2018 compared to 2017 primarily as a result of organic loan growth and a full year of acquisition related earning assets. The Corporation recognized fair value accretion income on purchased loans, which is included in interest income, of $14.1 million and $13.9 million, respectively, for the twelve months ended December 31, 2018 and 2017. Net interest margin, on a tax equivalent basis, decreased to 4.00 percent for 2018 compared to 4.02 percent in 2017.








3738

Table of Contents
PART II: ITEM 7. AND ITEM 7A. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS




Net interest margin is a function of net interest income and the level of average earning assets.  The following tabletables presents the Corporation’s interest income, interest expense, and net interest income as a percent of average earning assets for the three-year period ending in 2017.2019.
Average Balance Interest
 Income /
Expense
 Average
Rate
 Average Balance Interest
 Income /
Expense
 Average
Rate
 Average Balance Interest
 Income /
Expense
 Average
Rate
Average Balance Interest
 Income /
Expense
 Average
Rate
 Average Balance Interest
 Income /
Expense
 Average
Rate
 Average Balance Interest
 Income /
Expense
 Average
Rate
(Dollars in Thousands)2017 2016 20152019 2018 2017
Assets:                                  
Interest-bearing deposits$75,417
 $736
 0.98% $69,753
 $350
 0.50% $61,373
 $160
 0.26%$211,683
 $4,225
 2.00% $110,232
 $2,241
 2.03% $75,417
 $736
 0.98%
Federal Reserve and Federal Home Loan Bank stock20,921
 894
 4.27
 24,268
 1,098
 4.52
 37,495
 1,967
 5.25
25,645
 1,370
 5.34
 24,538
 1,234
 5.03
 20,921
 894
 4.27
Investment Securities: (1)
                                  
Taxable726,004
 17,489
 2.41
 721,689
 16,415
 2.27
 703,019
 17,885
 2.54
1,101,247
 27,815
 2.53
 841,203
 21,597
 2.57
 726,004
 17,489
 2.41
Tax-exempt (2)
632,076
 32,891
 5.20
 550,335
 28,649
 5.21
 483,103
 26,034
 5.39
987,006
 40,070
 4.06
 762,623
 32,290
 4.23
 632,076
 32,891
 5.20
Total investment securities1,358,080
 50,380
 3.71
 1,272,024
 45,064
 3.54
 1,186,122
 43,919
 3.70
2,088,253
 67,885
 3.25
 1,603,826
 53,887
 3.36
 1,358,080
 50,380
 3.71
Loans held for sale7,707
 462
 5.99
 4,050
 372
 9.19
 3,725
 475
 12.75
18,402
 780
 4.24
 11,425
 540
 4.73
 7,707
 462
 5.99
Loans: (3)
                                  
Commercial4,267,651
 204,771
 4.80
 3,541,098
 162,848
 4.60
 3,187,239
 142,696
 4.48
5,631,146
 306,139
 5.44
 5,143,576
 274,302
 5.33
 4,267,651
 204,771
 4.80
Real estate mortgage679,284
 30,267
 4.46
 566,050
 25,156
 4.44
 457,013
 19,457
 4.26
811,188
 37,782
 4.66
 733,709
 33,549
 4.57
 679,284
 30,267
 4.46
Installment573,100
 28,204
 4.92
 485,111
 21,926
 4.52
 406,163
 18,177
 4.48
701,459
 38,071
 5.43
 640,310
 34,110
 5.33
 573,100
 28,204
 4.92
Tax-exempt (2)
353,542
 16,452
 4.65
 217,696
 10,039
 4.61
 125,699
 5,322
 4.23
527,995
 22,238
 4.21
 468,751
 18,813
 4.01
 353,542
 16,452
 4.65
Total loans5,881,284
 280,156
 4.76
 4,814,005
 220,341
 4.58
 4,179,839
 186,127
 4.45
7,690,190
 405,010
 5.27
 6,997,771
 361,314
 5.16
 5,881,284
 280,156
 4.76
Total earning assets7,335,702
 332,166
 4.53% 6,180,050
 266,853
 4.32% 5,464,829
 232,173
 4.25%10,015,771
 478,490
 4.78% 8,736,367
 418,676
 4.79% 7,335,702
 332,166
 4.53%
Net unrealized gain on securities available for sale4,360
     9,969
     11,800
    
Net unrealized gain (loss) on securities available for sale17,676
     (14,790)     4,360
    
Allowance for loan losses(70,380)     (62,976)     (62,975)    (81,000)     (77,444)     (70,380)    
Cash and cash equivalents142,503
     105,443
     98,051
    142,857
     131,925
     142,503
    
Premises and equipment97,446
     96,023
     82,710
    99,343
     94,567
     97,446
    
Other assets686,598
     570,756
     491,272
    896,673
     818,432
     686,598
    
Total Assets$8,196,229
     $6,899,265
     $6,085,687
    $11,091,320
     $9,689,057
     $8,196,229
    
Liabilities:                                  
Interest-bearing deposits:                                  
Interest-bearing accounts$1,730,272
 $5,817
 0.34% $1,427,535
 $2,579
 0.18% $1,109,829
 $1,374
 0.12%
Interest-bearing deposit accounts$3,070,861
 $33,921
 1.10% $2,319,081
 $17,577
 0.76% $1,730,272
 $5,817
 0.34%
Money market deposit accounts938,959
 2,788
 0.30
 825,681
 1,705
 0.21
 840,084
 1,768
 0.21
1,300,064
 14,111
 1.09
 1,097,762
 6,721
 0.61
 938,959
 2,788
 0.30
Savings deposits844,825
 734
 0.09
 731,902
 618
 0.08
 614,675
 672
 0.11
1,242,468
 9,464
 0.76
 1,065,031
 5,230
 0.49
 844,825
 734
 0.09
Certificates and other time deposits1,339,866
 14,467
 1.08
 1,151,700
 11,012
 0.96
 1,121,651
 11,041
 0.98
1,673,292
 34,089
 2.04
 1,514,271
 22,014
 1.45
 1,339,866
 14,467
 1.08
Total interest-bearing deposits4,853,922
 23,806
 0.49
 4,136,818
 15,914
 0.38
 3,686,239
 14,855
 0.40
7,286,685
 91,585
 1.26
 5,996,145
 51,542
 0.86
 4,853,922
 23,806
 0.49
Borrowings664,045
 13,806
 2.08
 512,356
 10,925
 2.13
 480,794
 9,939
 2.07
644,729
 17,160
 2.66
 718,061
 17,545
 2.44
 664,045
 13,806
 2.08
Total interest-bearing liabilities5,517,967
 37,612
 0.68
 4,649,174
 26,839
 0.58
 4,167,033
 24,794
 0.60
7,931,414
 108,745
 1.37
 6,714,206
 69,087
 1.03
 5,517,967
 37,612
 0.68
Noninterest-bearing deposits1,514,829
     1,301,399
     1,120,264
    1,495,949
     1,573,337
     1,514,829
    
Other liabilities52,909
     64,028
     44,666
    94,342
     57,653
     52,909
    
Total Liabilities7,085,705
     6,014,601
     5,331,963
    9,521,705
     8,345,196
     7,085,705
    
Stockholders' Equity1,110,524
     884,664
     753,724
    1,569,615
     1,343,861
     1,110,524
    
Total Liabilities and Stockholders' Equity$8,196,229
 37,612
   $6,899,265
 26,839
   $6,085,687
 24,794
  $11,091,320
 108,745
   $9,689,057
 69,087
   $8,196,229
 37,612
  
Net Interest Income (FTE)  $294,554
     $240,014
     $207,379
    $369,745
     $349,589
     $294,554
  
Net Interest Spread (FTE)(4)    3.85%     3.74%     3.65%    3.41%     3.76%     3.85%
                                  
Net Interest Margin (FTE):                                  
Interest Income (FTE) / Average Earning Assets    4.53%     4.32%     4.25%    4.78%     4.79%     4.53%
Interest Expense / Average Earning Assets    0.51%     0.43%     0.45%    1.09%     0.79%     0.51%
Net Interest Margin (FTE)(5)    4.02%     3.89%     3.80%    3.69%     4.00%     4.02%




(1) Average balance of securities is computed based on the average of the historical amortized cost balances without the effects of the fair value adjustment.


(2) Tax-exempt securities and loans are presented on a fully taxable equivalent basis, using a marginal tax rate of 21 percent for both 2019 and 2018, while using 35 percent for 2017, 2016 and 2015.2017. These totals equal $13,085, $10,732 and $17,270, $13,541 and $10,975,respectively.
respectively.

(3) Non-accruing loans have been included in the average balances.



(4) Net Interest Spread (FTE) is interest income expressed as a percentage of average earning assets minus interest expense expressed as a percentage of average interest-bearing liabilities.

(5) Net Interest Margin (FTE) is interest income expressed as a percentage of average earning assets minus interest expense expressed as a percentage of average earning assets.




39

Table of Contents
PART II: ITEM 7. AND ITEM 7A. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS


NON-INTEREST INCOME


Non-interest income increased $5.8$10.2 million, or 8.913.4 percent, in 20172019 compared to 2016. The larger customer base resulting from2018. On September 1, 2019, the Arlington Bank and IAB acquisitions, as well as organic growth,Corporation acquired MBT, which contributed $4.1 million to anthe 2019 increase in service charges on deposit accounts, fiduciary activities and other customer fees of $4.4 million in 2017 when compared to 2016. Additional detailsnon-interest income. Details of the 2017 acquisitionsacquisition can be found in NOTE 2. ACQUISITIONSACQUISITION of the Notes to Consolidated Financial Statements included in Item 8 of this Annual Report on Form 10-K. The increased customer base from the acquisition, in addition to organic growth, resulted in an increase in customer related line items of $10.4 million. The largest increases were recognized in derivative hedge fees, fiduciary and wealth management fees, card payment fees and service charges on deposit accounts which accounted for $9.7 million of the customer related line items increase.



Non-interest income increased $5.5 million, or 7.7 percent, in 2018 compared to 2017. Organic growth in 2018 coupled with a full year of the larger customer base from the 2017 acquisitions of Arlington Bank and IAB resulted in an increase in customer related line items of $4.5 million. The largest increases were recognized in service charges on deposit accounts, card payment fees and derivative hedge fees which accounted for $4.7 million of increase when compared to 2017.
38

Table of Contents
PART II: ITEM 7. AND ITEM 7A. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS



Additionally, 20172018 contained an increase in other income and gains on sales of $2.3available for sale securities of $3.3 million. The increases noted above were offset by a decrease of $2.5 million in earnings on cash surrender value of life insurance and gains on life insurance benefits when compared to 2016. The increase was primarily due to gains on life insurance benefits which were $2.7 million in 2017 compared to $643,000 in 2016, as well as earnings on a larger portfolio resulting from the IAB acquisition, which included a $27.0 million Bank Owned Life Insurance portfolio.2017.

Finally, the increases noted above were partially offset by decreases in net realized gains on sales of available for sale securities and other income of $758,000 and $624,000, respectively.

In 2016, non-interest income decreased $4.7 million, or 6.7 percent, compared to 2015. The sale of FMIG in June 2015 resulted in a gain of $8.3 million, and also accounted for a $4.1 million decline in insurance commission income compared to 2015. Meanwhile, the larger customer base resulting from the C Financial and Ameriana acquisitions, as well as organic growth, contributed to increases in other customer fees, service charges and derivative hedge income of $2.4 million, $1.6 million and $1.2 million, respectively.

Additionally, 2016 contained an increase of $711,000 in earnings on cash surrender value of life insurance when compared to 2015. The increase was primarily due to earnings on a larger portfolio resulting from the Ameriana acquisition, which included a $28.2 million Bank Owned Life Insurance portfolio. Also, there were $643,000 in gains on life insurance benefits in 2016 compared to none in 2015.

Finally, offsetting the increases noted above, 2015 included a gain from the Corporation's cancellation of $5.0 million of subordinated debentures, which resulted in a decline in non-interest income of $1.3 million, in 2016.


NON-INTEREST EXPENSES


Non-interest expensesexpense increased $28.2$26.8 million, or 15.912.2 percent, in 20172019 compared to 2016.2018. The acquisitionsmost significant factor contributing to the increase was the acquisition of Arlington Bank and IAB were the largest contributing factor for the increase. In 2017,MBT, as the Corporation recorded $12.2$13.7 million of acquisition-related expenses, for both Arlington Bank and IAB, primarily consisting of $4.5$5.3 million of contract termination and core system conversion expenses, $2.2$5.2 million of employee severance and retention expenses and $1.6 million of professional and other outside services expense. In addition to the acquisition-related expenses, MBT operations, after the acquisition, resulted in non-interest expense of $6.2 million, of which $3.3 million was in salaries and professionalemployee benefits. Additionally, increases totaling $6.1 million were noted in equipment and software, outside data processing fees, and other real estate owned and foreclosure expense. Lastly, marketing expense increased $2.0 million, compared to 2018, primarily due to fair lending settlement expenses. Additionally, the larger franchise and growth

These increases were partially offset by a decrease in our customer baseFDIC expense of $2.2 million in 2019 compared to 2018. The decrease was due to assessment credits being issued as a result of the FDIC insurance fund reaching the FDIC's target minimum reserve ratio.

Non-interest expenses increased $14.4 million, or 7.0 percent, in 2018 compared to 2017. With the Arlington Bank and IAB acquisitions resultedoccurring in May and July 2017, respectively, 2018 reflected the first full year of non-interest expenses from IABassociated with the significantly larger franchise and Arlington Bank operations of $8.5 million and $3.1 million, respectively, in 2017, compared to 2016.customer base. The largest non-interest expenses impacted wereincrease was in salaries and employee benefits of $11.9 million, or 9.9 percent, over 2017 primarily due to the addition of Arlington Bank and IAB personnel. Other categories experiencing increases in 2018 compared to 2017 were net occupancy, equipment, marketing, outside data processing fees, and other expenses.expenses, which increased by $5.9 million. Additionally, intangible asset amortization increased $1.7$1.1 million primarily due to amortization recorded in 2017 related to the Arlington Bank and IAB intangibles.


In 2017,Partially offsetting the Corporation's continued focus on asset quality resultedincreases was a $4.6 million decrease in professional and other outside services primarily due to Arlington Bank and IAB contract termination, system conversion and professional expenses of $6.3 million recognized in 2017. The Corporation also realized a declinedecrease in other real estate owned and foreclosure expenses of $974,000, compared to 2016. FDIC expense for 2017 decreased $472,000 from 2016 as a result of the 2016 FDIC assessment calculatioin change for banks under $10 billion in total assets. Additionally, in 2016, the Bank converted its banking charter from a national association, regulated by the Office of the Comptroller of the Currency, to an Indiana state-chartered bank, regulated by the Indiana DFI and the FDIC, resulting in a $517,000 reduction in examination fees compared to 2016.

In 2016, non-interest expenses increased $2.6 million, or 1.5 percent, compared to 2015. Overall, the sale of FMIG resulted in the elimination of $3.2 million of non-interest expenses in 2016 compared to 2015.

Salaries and employee benefit expenses of $102.6 million increased $644,000 in 2016 compared to 2015.
The sale of FMIG resulted in the elimination of $2.5 million of salaries and employee benefit expenses in 2016.
The C Financial and Ameriana acquisitions resulted in one-time severance expenses of $2.0 million in 2015.
The Corporation elected to terminate a post retirement benefit plan in 2016 which resulted in a $2.2 million curtailment gain recorded as a reduction of salaries and employee benefits expense in 2016.
The additional personnel from the C Financial and Ameriana acquisitions, along with annual and merit increases, resulted in additional salaries and employee benefit expenses in 2016 of $7.3 million$433,000 when compared to the same period in 2015.

Furthermore, as a result of the larger franchise size from the 2015 acquisitions, the Corporation experienced increases in net occupancy, outside data processing and equipment expenses of $2.3 million, $2.0 million and $1.7 million, respectively. Offsetting these increases was a $3.3 million decrease, from 2016 to 2015, in professional and other outside services due primarily to the prior year containing acquisition and divestiture expenses not repeated in the current year.2017.


INCOME TAX EXPENSE


Income tax expense in 20172019 was $37,524,000$29.3 million on pre-tax income of $133,594,000,$193.8 million, or 28.115.1 percent. For 2016,2018, income tax expense was $27,609,000$29.0 million on pre-tax income of $108,660,000,$188.1 million, or 25.415.4 percent. The increase in the effective tax rate in 2017 when compared to 2016 was primarily a result of the revaluation of net deferred tax assets due to the Tax Cuts and Jobs Act enacted by the U.S. government on December 22, 2017. As required by ASC 740, net deferred tax assets were revalued to the newly enacted 21 percent tax rate and the resulting adjustment was an increase to federal income tax expense of $5,120,000.


Additional income tax expense details are discussed within the “INCOME TAXES” section of this Management’s Discussion and Analysis of Financial Condition and Results of Operations and in NOTE 21.22. INCOME TAX of the Notes to Consolidated Financial Statements included in Item 8 of this Annual Report on Form 10-K.



CAPITAL

Stockholders' Equity

On September 1, 2019, the Corporation acquired 100 percent of MBT. Pursuant to the merger agreement, each MBT shareholder received 0.275 shares of the Corporation's common stock for each outstanding share of MBT common stock held. The Corporation issued approximately 6.4 million shares of common stock, which was valued at approximately $229.9 million. Details regarding the MBT acquisition are discussed in NOTE 2. ACQUISITION of the Notes to Consolidated Financial Statements included in Item 8 of this Annual Report on Form 10-K.

Stock Repurchase Program

On September 3, 2019, the Board of Directors of the Corporation approved a stock repurchase program of up to 3 million shares of the Corporation's outstanding common stock; provided, however, that the total aggregate investment in shares repurchased under the program may not exceed $75 million. On a share basis, the amount of common stock subject to the repurchase program represents approximately 5 percent of the Corporation's outstanding shares. The actual timing, number and share price of shares purchased under the repurchase program will be determined at the Corporation's discretion and will depend upon such factors as the market price of the stock, general market and economic conditions and applicable legal requirements. During 2019, the Corporation repurchased 516,016 shares of common stock for a total amount of $19.0 million at an average price of $36.90. All shares repurchased under the stock repurchase program were retired upon settlement.

3940

Table of Contents
PART II: ITEM 7. AND ITEM 7A. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS




CAPITALRegulatory Capital


Capital adequacy is an important indicator of financial stability and performance. The Corporation and the Bank are subject to various regulatory capital requirements administered by the federal banking agencies and are assigned to a capital category. The assigned capital category is largely determined by four ratios that are calculated according to the regulations: total risk-based capital, tier 1 risk-based capital, CET1, and tier 1 leverage ratios. The ratios are intended to measure capital relative to assets and credit risk associated with those assets and off-balance sheet exposures of the entity. The capital category assigned to an entity can also be affected by qualitative judgments made by regulatory agencies about the risk inherent in the entity's activities that are not part of the calculated ratios.


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


Basel III was effective for the Corporation on January 1, 2015. Basel III requires the Corporation and the Bank to maintain a minimum ratio of CET1 capital to risk weighted assets, as defined in the regulation. Under the new Basel III rules, in order to avoid limitations on capital distributions, including dividends, the Corporation must hold a capital conservation buffer above the adequately capitalized CET1 capital to risk-weighted assets ratio. The capital conservation buffer is beingwas phased in from zero percent in 2015 to the fully-implemented 2.50 percent by 2019. As of January 1, 2017, the Corporation was required to hold a capital conservation buffer of 1.25 percent, which amount increases by 0.625 percent in each successive year until 2019. Under Basel III, the Corporation and Bank elected to opt-out of including accumulated other comprehensive income in regulatory capital.


As of December 31, 2017,2019, the Bank met all capital adequacy requirements to be considered well capitalized. There is no threshold for well capitalized status for bank holding companies. The Corporation's and Bank's actual and required capital ratios as of December 31, 20172019 and December 31, 20162018 were as follows:





Prompt Corrective Action Thresholds



Prompt Corrective Action Thresholds

Actual
Adequately Capitalized
Well CapitalizedActual
Adequately Capitalized
Well Capitalized
December 31, 2017Amount
Ratio
Amount
Ratio
Amount
Ratio
December 31, 2019Amount
Ratio
Amount
Ratio
Amount
Ratio
Total risk-based capital to risk-weighted assets





















First Merchants Corporation$1,048,757

13.69%
$612,848

8.00%
N/A

N/A
$1,400,617

14.29%
$783,946

8.00%
N/A

N/A
First Merchants Bank1,016,355

13.17

614,477

8.00

$771,847

10.00%1,267,649

12.87

787,753

8.00

$984,691

10.00%
Tier 1 capital to risk-weighted assets





















First Merchants Corporation$908,725

11.86%
$459,636

6.00%
N/A

N/A
$1,255,333

12.81%
$587,960

6.00%
N/A

N/A
First Merchants Bank941,323

12.20

463,108

6.00

$617,477

8.00%1,187,365

12.06

590,815

6.00

$787,753

8.00%
Common equity tier 1 capital to risk-weighted assets





















First Merchants Corporation$842,806

11.00%
$344,727

4.50%
N/A

N/A
$1,188,970

12.13%
$440,970

4.50%
N/A

N/A
First Merchants Bank941,323

12.20

347,331

4.50

$501,700

6.50%1,187,365

12.06

443,111

4.50

$640,049

6.50%
Tier 1 capital to average assets





















First Merchants Corporation$908,725

10.43%
$348,407

4.00%
N/A

N/A
$1,255,333

10.54%
$476,383

4.00%
N/A

N/A
First Merchants Bank941,323

10.83

347,794

4.00

$434,742

5.00%1,187,365

9.99

475,564

4.00

$594,455

5.00%









Prompt Corrective Action Thresholds



Prompt Corrective Action Thresholds
Actual
Adequately Capitalized
Well CapitalizedActual
Adequately Capitalized
Well Capitalized
December 31, 2016Amount
Ratio
Amount
Ratio
Amount
Ratio
December 31, 2018Amount
Ratio
Amount
Ratio
Amount
Ratio
Total risk-based capital to risk-weighted assets





















First Merchants Corporation$851,521

14.21%
$479,470

8.00%
N/A

N/A
$1,177,725

14.61%
$644,871

8.00%
N/A

N/A
First Merchants Bank800,598

13.30

481,490

8.00

$601,862

10.00%1,092,602

13.46

649,531

8.00

$811,914

10.00%
Tier 1 capital to risk-weighted assets





















First Merchants Corporation$720,484

12.02%
$359,603

6.00%
N/A

N/A
$1,032,173

12.80%
$483,653

6.00%
N/A

N/A
First Merchants Bank734,561

12.20

361,117

6.00

$481,490

8.00%1,012,050

12.47

487,148

6.00

$649,531

8.00%
Common equity tier 1 capital to risk-weighted assets





















First Merchants Corporation$665,445

11.10%
$269,702

4.50%
N/A

N/A
$966,032

11.98%
$362,740

4.50%
N/A

N/A
First Merchants Bank734,561

12.20

270,838

4.50

$391,210

6.50%1,012,050

12.47

365,361

4.50

$527,744

6.50%
Tier 1 capital to average assets





















First Merchants Corporation$720,484

10.54%
$273,456

4.00%
N/A

N/A
$1,032,173

10.91%
$378,379

4.00%
N/A

N/A
First Merchants Bank734,561

10.78

272,461

4.00

$340,576

5.00%1,012,050

10.70

379,397

4.00

$472,996

5.00%








4041

Table of Contents
PART II: ITEM 7. AND ITEM 7A. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS




Management believes that all of the above capital ratios are meaningful measurements for evaluating the safety and soundness of the Corporation. Traditionally, the banking regulators have assessed bank and bank holding company capital adequacy based on both the amount and the composition of capital, the calculation of which is prescribed in federal banking regulations. The Federal Reserve focuses its assessment of capital adequacy on a component of Tier 1 capital known as CET1. Because the Federal Reserve has long indicated that voting common shareholders' equity (essentially Tier 1 risk-based capital less preferred stock and non-controlling interest in subsidiaries) generally should be the dominant element in Tier 1 risk-based capital, this focus on CET1 is consistent with existing capital adequacy categories. Tier I regulatory capital consists primarily of total stockholders’ equity and subordinated debentures issued to business trusts categorized as qualifying borrowings, less non-qualifying intangible assets and unrealized net securities gains or losses.

December 31, 2017
December 31, 2016December 31, 2019
December 31, 2018

First Merchants Corporation
First Merchants Bank
First Merchants Corporation
First Merchants BankFirst Merchants Corporation
First Merchants Bank
First Merchants Corporation
First Merchants Bank
Total Risk-Based Capital













Total Stockholders' Equity (GAAP)$1,303,463

$1,404,303

$901,657

$973,641
$1,786,437

$1,787,006

$1,408,260

$1,456,220
Adjust for Accumulated Other Comprehensive (Income) Loss (1)
3,534

763

13,581

9,701
(27,874)
(30,495)
21,422

19,031
Less: Preferred Stock(125)
(125)
(125)
(125)(125)
(125)
(125)
(125)
Add: Qualifying Capital Securities65,919



55,415


66,363



66,141


Less: Tier 1 Capital Deductions



(376)

Less: Disallowed Goodwill and Intangible Assets(464,066)
(463,618)
(249,104)
(248,656)(569,468)
(569,021)
(463,525)
(463,076)
Less: Disallowed Servicing Assets






Less: Disallowed Deferred Tax Assets



(564)

Total Tier 1 Capital (Regulatory)908,725

941,323

720,484

734,561
1,255,333

1,187,365

1,032,173

1,012,050
Qualifying Subordinated Debentures65,000



65,000


65,000



65,000


Allowance for Loan Losses Includible in Tier 2 Capital75,032

75,032

66,037

66,037
80,284

80,284

80,552

80,552
Total Risk-Based Capital (Regulatory)$1,048,757

$1,016,355

$851,521

$800,598
$1,400,617

$1,267,649

$1,177,725

$1,092,602















Net Risk-Weighted Assets (Regulatory)$7,660,604

$7,718,467

$5,993,381

$6,018,623
$9,799,329

$9,846,913

$8,060,882

$8,119,141
Average Assets$8,710,171

$8,694,838

$6,836,412

$6,811,519
$11,909,571

$11,889,092

$9,459,477

$9,459,925















Total Risk-Based Capital Ratio (Regulatory)13.69%
13.17%
14.21%
13.30%14.29%
12.87%
14.61%
13.46%
Tier 1 Capital to Risk-Weighted Assets11.86%
12.20%
12.02%
12.20%12.81%
12.06%
12.80%
12.47%
Tier 1 Capital to Average Assets10.43%
10.83%
10.54%
10.78%10.54%
9.99%
10.91%
10.70%















Common Equity Tier 1 Capital Ratio













Total Tier 1 Capital (Regulatory)$908,725

$941,323

$720,484

$734,561
$1,255,333

$1,187,365

$1,032,173

$1,012,050
Less: Qualified Capital Securities(65,919)


(55,415)

(66,363)


(66,141)

Add: Additional Tier 1 Capital Deductions



376


Less: Preferred Stock






Common Equity Tier 1 Capital (Regulatory)$842,806

$941,323

$665,445

$734,561
$1,188,970

$1,187,365

$966,032

$1,012,050















Net Risk-Weighted Assets (Regulatory)$7,660,604

$7,718,467

$5,993,381

$6,018,623
$9,799,329

$9,849,913

$8,060,882

$8,119,141
Common Equity Tier 1 Capital Ratio (Regulatory)11.00%
12.20%
11.10%
12.20%12.13%
12.06%
11.98%
12.47%




(1) Includes net unrealized gains or losses on available for sale securities, net gains or losses on cash flow hedges, and amounts resulting from the application of the applicable accounting guidance for defined benefit and other postretirement plans.
                                                                

42

Table of Contents
PART II: ITEM 7. AND ITEM 7A. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS


Additionally, management believes the following tables are also meaningful when considering performance measures of the Corporation. Non-GAAP financial measures such as tangible common equity to tangible assets, return on average tangible capital and return on average tangible assets are important measures of the strength of the Corporation's capital and ability to generate earnings on tangible common equity invested by our shareholders. These non-GAAP measures provide useful supplemental information and may assist investors in analyzing the
Corporation’s financial position without regard to the effects of intangible assets and preferred stock. Disclosure of these measures also allows analysts and banking regulators to assess our capital adequacy on these same bases.


Because these measures are not defined in GAAP or federal banking regulations, they are considered non-GAAP financial measures. Non-GAAP financial measures have inherent limitations, are not required to be uniformly applied, and are not audited. Although these non-GAAP financial measures are frequently used by investors to evaluate a company, they have limitations as analytical tools, and should not be considered in isolation, or as a substitute for analyses of results as reported under GAAP.









41

Table of Contents
PART II: ITEM 7. AND ITEM 7A. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS



The Corporation had a strong capital position as evidenced by the tangible common equity to tangible assets ratio of 9.3010.16 percent at December 31, 2017,2019, and 9.249.97 percent at December 31, 2016.2018.

Tangible Common Equity to Tangible Assets (non-GAAP)Tangible Common Equity to Tangible Assets (non-GAAP)
(Shares and Dollars in Thousands, Except Per Share Amounts)December 31, 2017
December 31, 2016December 31, 2019
December 31, 2018
Total Stockholders' Equity (GAAP)$1,303,463

$901,657
$1,786,437

$1,408,260
Less: Cumulative preferred stock (GAAP)(125)
(125)(125)
(125)
Less: Intangible assets (GAAP)(476,503)
(258,866)(578,881)
(469,784)
Tangible common equity (non-GAAP)$826,835

$642,666
$1,207,431

$938,351
Total assets (GAAP)$9,367,478

$7,211,611
$12,457,254

$9,884,716
Less: Intangible assets (GAAP)(476,503)
(258,866)(578,881)
(469,784)
Tangible assets (non-GAAP)$8,890,975

$6,952,745
$11,878,373

$9,414,932
Tangible common equity to tangible assets (non-GAAP)9.30%
9.24%10.16%
9.97%
      
Tangible common equity (non-GAAP)$826,835
 $642,666
$1,207,431
 $938,351
Plus: Tax Benefit of intangibles (non-GAAP)6,789
 5,930
7,257
 5,017
Tangible common equity, net of tax (non-GAAP)$833,624
 $648,596
$1,214,688
 $943,368
Common Stock outstanding at December 31, 201749,158
 $40,913
Common Stock outstanding55,368
 $49,350
December 31 - tangible book value - common (non-GAAP)$16.96
 $15.85
$21.94
 $19.12




The following table details and reconciles tangible earnings per share, return on tangible capital and tangible assets to traditional GAAP measures for the periods ended December 31, 20172019 and 2016.2018.
(Dollars in Thousands, Except Per Share Amounts)December 31, 2017
December 31, 2016December 31, 2019
December 31, 2018
Average goodwill (GAAP)$345,491

$244,000
$478,143

$445,354
Average core deposit intangible (GAAP)23,564

16,800
27,067

27,770
Average deferred tax on CDI (GAAP)(9,050)
(6,468)(5,588)
(5,703)
Intangible adjustment (non-GAAP)$360,005

$254,332
$499,622

$467,421
Average stockholders' equity (GAAP)$1,110,524

$884,664
$1,569,615

$1,343,861
Average cumulative preferred stock (GAAP)(125)
(125)(125)
(125)
Intangible adjustment (non-GAAP)(360,005)
(254,332)(499,622)
(467,421)
Average tangible capital (non-GAAP)$750,394

$630,207
$1,069,868

$876,315
Average assets (GAAP)$8,196,229

$6,899,265
$11,091,320

$9,689,057
Intangible adjustment (non-GAAP)(360,005)
(254,332)(499,622)
(467,421)
Average tangible assets (non-GAAP)$7,836,224

$6,644,933
$10,591,698

$9,221,636
Net income available to common stockholders (GAAP)$96,070

$81,051
$164,460

$159,139
CDI amortization, net of tax (GAAP)3,670

2,542
4,736

5,307
Tangible net income available to common stockholders (non-GAAP)$99,740

$83,593
$169,196

$164,446
Per Share Data: 
  
 
Diluted net income available to common stockholders (GAAP)$2.12

$1.98
$3.19

$3.22
Diluted tangible net income available to common stockholders (non-GAAP)$2.20

$2.04
$3.28

$3.32
Ratios:





Return on average GAAP capital (ROE)8.65%
9.16%10.48%
11.84%
Return on average tangible capital13.30%
13.26%15.81%
18.77%
Return on average assets (ROA)1.17%
1.17%1.48%
1.64%
Return on average tangible assets1.27%
1.26%1.60%
1.78%




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

43

Table of Contents

PART II: ITEM 7. AND ITEM 7A. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS


LOAN QUALITY/PROVISION AND ALLOWANCE FOR LOAN LOSSES


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



42

Table of Contents
PART II: ITEM 7. AND ITEM 7A. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS


Loan Quality


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


At December 31, 2017,2019, non-performing loans totaled $29,737,000,$16.8 million, a decrease of $5,008,000$10.5 million from December 31, 2016. Troubled debt restructured loans of $1,013,000 decreased $3,734,000 from December 31, 2016. The decrease in troubled debt restructures was primarily in the loans secured by commercial real estate category, which decreased $3,096,000 year over year.2018. Loans not accruing interest income totaled $28,724,000$15.9 million at December 31, 2017,2019, a decrease of $1,274,000$10.2 million from the December 31, 20162018 balance of $29,998,000.$26.1 million. The Corporation's coverage ratio of allowance for loan losses to non-accrual loans increased from 220.1308.1 percent at December 31, 20162018 to 261.2503.4 percent at December 31, 2017.2019. See additional information in the “Provision and Allowance for Loan Losses” section of this Management’s Discussion and Analysis of Financial Condition and Results of Operations.


Other real estate owned totaling $10,373,000$7.5 million increased $1,407,000$5.3 million during the twelve month period ending December 31, 2017.2019. The increase in other real estate owned was primarily driven by $6.3 million in collateral fromthe transfer of a purchased credit impaired relationship.single commercial property with a carrying value of $5.9 million. For other real estate owned, current appraisals are obtained to determine fair value as management continues to aggressively market these real estate assets.


Accruing loans 90-days or more delinquent 90+ days of $924,000totaled $69,000 at December 31, 2017 increased $812,0002019, a decrease of $1.8 million from the December 31, 20162018 balance of $112,000. Loans secured by commercial$1.9 million. The decrease was primarily in real estate and revolving home equity line of credit loans 90+ days delinquent and accruing increased $603,000 and $172,000, respectively, from December 31, 2016.construction loans.


Commercial impairedImpaired loans include all non-accrual loans loans accounted for under ASC 310-30 as well as substandard, doubtful and loss grade loans that were still accruing but deemed impaired according to the guidance set forth in ASC 310. Also included in impaired310-10. Commercial loans are accruingunder $500,000 and consumer loans, contractually past due 90 days or more andwith the exception of troubled debt restructured loans.

restructures, are not individually evaluated for impairment. A loan is deemed impaired when, based on current information or events, it is probable that all amounts due of principal and interest according to the contractual terms of the loan agreement will not be collected substantially within the contractual terms of the note.  At December 31, 2017, commercial2019, impaired loans totaled $52,687,000,$11.7 million, a decrease of $19,636,000$10.3 million from the December 31, 2016.2018 balance of $22.0 million. At December 31, 2017,2019, a specific allowance for losses was not deemed necessary for commercial impaired loans totaling $49,308,000$7.4 million as there was no identified loss on these credits. An allowance of $1,233,000$689,000 was recorded for the remaining balance of these impaired loans totaling $3,379,000$4.4 million, and is included in the Corporation’s allowance for loan losses.


At December 31, 2017,The Corporation's non-performing assets which includes non-accrual loans, renegotiated loans, and other real estate owned, plus accruing loans 90-days or more delinquent totaled $41,034,000, a decrease of $2,789,000 from December 31, 2016 asand impaired loans are presented in the table below.
December 31,
December 31,December 31,
December 31,
(Dollars in Thousands)2017
20162019
2018
Non-performing assets: 
  
 
Non-accrual loans$28,724

$29,998
$15,949

$26,148
Renegotiated loans1,013

4,747
841

1,103
Non-performing loans (NPL)29,737

34,745
16,790

27,251
Other real estate owned10,373

8,966
7,527

2,179
Non-performing assets (NPA)40,110

43,711
24,317

29,430
90+ days delinquent and still accruing924

112
NPAs & 90+ days delinquent$41,034

$43,823
Impaired loans (includes substandard, doubtful and loss)$52,687

$72,050
Loans 90-days or more delinquent and still accruing69

1,855
NPAs and loans 90-days or more delinquent$24,386

$31,285
Impaired loans$11,709

$22,025




The non-accrual balances in the above table above include troubled debt restructures totaling $3,630,000$709,000 and $4,478,000$705,000 as of December 31, 20172019 and December 31, 2016,2018, respectively.


The composition of non-performing assets and accruing loans 90 days or more delinquent, by collateral classification, is reflected in the following table.
 December 31,
December 31,
(Dollars in Thousands)2017
2016
Non-performing assets and 90+ days delinquent: 
 
Commercial and industrial loans$3,278

$2,138
Agricultural production financing and other loans to farmers1,027

1,341
Real estate loans 
 
Construction2,980

5,312
Commercial and farmland20,382

22,362
Residential11,051

10,943
Home equity2,239

1,688
Individual's loans for household and other personal expenditures77

39
Non-performing assets plus 90+ days delinquent$41,034

$43,823

4344

Table of Contents
PART II: ITEM 7. AND ITEM 7A. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS




The composition of non-performing assets plus accruing loans 90-days or more delinquent is reflected in the following table.
 December 31,
December 31,
(Dollars in Thousands)2019
2018
Non-performing assets and loans 90-days or more delinquent: 
 
Commercial and industrial loans$1,259

$2,052
Agricultural production financing and other loans to farmers183

679
Real estate loans 
 
Construction7,191

11,606
Commercial and farmland7,103

8,682
Residential6,810

5,987
Home equity1,795

1,815
Individual's loans for household and other personal expenditures45

110
Public finance and other commercial loans

354
Non-performing assets and loans 90-days or more delinquent$24,386

$31,285


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

Concentrations of credit in the portfolio, including commercial construction and land development loans, are closely monitored by management. Commercial construction and land development loans represented 9.1 percent of loans at December 31, 2017, a slight increase from 8.1 percent at December 31, 2016.


In 2017,2019, net charge-offs totaled $148,000, a decrease$3.1 million, an increase of $1,925,000$1.4 million and $1,780,000$2.9 million from 20162018 and 2015,2017, respectively. In 2017,2019, the Corporationcorporation incurred charge-offs exceeding $500,000 on two commercial relationships, with said charge-offs totaling $3.6 million. One recovery above $500,000, in the amount of $738,000, was recognized on one commercial relationship with said charge-offduring 2019. In 2018, the corporation incurred charge-offs exceeding $500,000 on two commercial relationships totaling $624,000. Two recoveries over$1.3 million. Recoveries above $500,000, totaling $1,752,000,$809,000, were recognized on one commercial relationship during the year.twelve month period ending December 31, 2018.


The CorporationsCorporation's loan loss experience is presented in the table below for the years indicated.
(Dollars in Thousands)2017
2016
20152019
2018
2017
Allowance for loan losses: 
 
  
 
 
Balance at December 31, 2016$66,037

$62,453

$63,964
Beginning balance$80,552

$75,032

$66,037

















Charge-offs5,028

7,429

8,272
6,621

7,983

5,028
Recoveries4,880

5,356

6,344
3,553

6,276

4,880
Net charge-offs148

2,073

1,928
3,068

1,707

148
Provision for loan losses9,143

5,657

417
2,800

7,227

9,143
Balance at December 31$75,032

$66,037

$62,453
Ending balance$80,284

$80,552

$75,032
Ratio of net charge-offs during the period to average loans outstanding during the period0.00%
0.04%
0.05%0.04%
0.02%
0.00%
Ratio of allowance to non-accrual loans261.20%
220.10%
199.00%503.4%
308.1%
261.2%




The distribution of the net charge-offs by collateral classification is provided in the following table for the years indicated.
(Dollars in Thousands)December 31, 2017
December 31, 2016
December 31, 2015December 31, 2019
December 31, 2018
December 31, 2017
Net charge-offs: 
 
  
 
 
Commercial and industrial loans$(141)
$600

$(302)$239

$(257)
$(141)
Agricultural production financing and other farm loans(66)
59

757
10

37

(66)
Real estate loans









Construction(31)
(11)
101
1,226

734

(31)
Commercial and farmland(492)
329

(1,209)1,160

(518)
(492)
Residential162

511

1,298
95

586

162
Home equity447

388

1,025
(69)
598

447
Individuals loans for household and other personal expenditures269

198

268
168

447

269
Lease financing receivables, net of unearned income







Other commercial loans


(1)
(10)
Public finance and other commercial loans239

80


Total net charge-offs$148

$2,073

$1,928
$3,068

$1,707

$148





45

Table of Contents
PART II: ITEM 7. AND ITEM 7A. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS


Provision and Allowance for Loan Losses


The allowance for loan losses is maintained through the provision for loan losses, which is a charge against earnings. The provision for loan losses in 2017, 2016, and 2015 were $9,143,000, $5,657,000, and $417,000, respectively.

Based on management’s judgment as to the appropriate level of the allowance for loan losses, the amount provided in any period may be greater or less than net loan losses for the same period. The determination of the provision amount and the adequacy of the allowance in any period is based on management’s continuing review and evaluation of the loan portfolio, including an internally administered loan "watch" list and an independent review.loan reviews. The evaluation also takes into consideration identified credit problems, portfolio growth, management's judgment as to the impact of current economic conditions on the portfolio and the possibility of losses inherent in the loan portfolio that are not specifically identified. Additional details are discussed in NOTE 1. NATURE OF OPERATIONS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES of the Notes to Consolidated Financial Statements included in Item 8 of this Annual Report on Form 10-K.


Management believes that the allowance for loan losses is adequate to cover incurred losses inherent in the loan portfolio at December 31, 2017.2019. The process for determining the adequacy of the allowance for loan losses is critical to the Corporation’s financial results. It requires management to make difficult, subjective and complex judgments to estimate the effect of uncertain matters. The allowance for loan losses considers current factors, economic conditions and ongoing internal and external examination processes and will increase or decrease as deemed necessary to ensure the allowance remains adequate. In addition, the allowance as a percentage of charge-offs and nonperforming loans will change at different points in time based on credit performance, portfolio mix and collateral values. Management continually evaluates the commercial loan portfolio by including consideration of specific borrower cash flow analysis and estimated collateral values, types and amounts on non-performing loans, past and anticipated loan loss experience, changes in the composition of the loan portfolio, and the current condition and amount of loans outstanding.

44

Table of Contents
PART II: ITEM 7. AND ITEM 7A. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS



In conformance with ASC 805 and ASC 820, purchased loans purchased are recorded at the acquisition date fair value. Such loans are included in the allowance to the extent a specific impairment is identified that exceeds the fair value adjustment on an impaired loan. An allowance may also be necessary if the historical loss and environmental factor analysis indicates losses inherent in a purchased portfolio exceed the fair value adjustment on the portion of the purchased portfolio not deemed impaired.


At December 31, 2017,2019, the allowance for loan losses was $75,032,000, an increase$80.3 million, a decrease of $8,995,000$268,000 from December 31, 2016. The increases in provision expense and2018. During the allowancetwelve month period ending December 31, 2019, specific reserves on impaired loans decreased $1.2 million, while the loss reserve for loan losses was primarily due to the level of organic loan growth in 2017.loans not deemed impaired increased $915,000. As a percent of total loans, the allowance decreasedwas 0.95 percent at December 31, 2019, compared to 1.11 percent at December 31, 2017 from 1.28 percent at December 31, 2016.2018. The decreasedecline in the ratioallowance as a percent of allowance to total loans was primarily due to a declinean improvement in loss rates resulting fromcredit metrics and the strengthened economy and an increaseacquisition of MBT, which resulted in the percentage$732.6 million of acquired loans to loans. During 2017, the specific reserves against impaired loans increased by $749,000, and the allowance for loans not deemed impaired increased by $8,246,000. Not included inthat are excluded from the allowance for loan losses is the remaining fair value discount on acquired loans of $46,304,000 and $34,936,000 as of December 31, 2017 and 2016, respectively.  calculation.


Loans are generally secured by specific items of collateral, including real property and business assets. Allowable methods for determining the amount of impairment include estimating fair value using the fair value of the collateral for collateral dependent loans. If the impaired loan is identified as collateral dependent, then the fair value method of measuring the amount of impairment is utilized. This method requires obtaining a current independent appraisal of the collateral and applying a discount factor to the value. The fair value of real estate is determined based on appraisals by qualified licensed appraisers. The appraisers determine the value of the real estate by utilizing an income or market valuation approach. Updated “as is” or “liquidation value” appraisals are obtained as individual circumstances and/or market conditions warrant. Partially charged off loans measured for impairment based on their collateral value are generally not returned to performing status subsequent to receiving updated appraisals or restructure of the loan. If an appraisal is not available, the fair value may be determined by using a discounted cash flow analysis. Fair value on other collateral such as business assets is typically ascertained by assessing, either singularly or some combination of, asset appraisals, accounts receivable aging reports, inventory listings and/or customer financial statements. Both appraised values and values based on borrower’s financial information are discounted as considered appropriate based on age and quality of the information and current market conditions.


Loans deemed impaired according to guidance set forth in ASC 310 are evaluated during problem loan meetings held within each reporting period by a special assets management team. Loan collateral and customer financial information are reviewed and the level of impairment is assessed to determine appropriate reserve and/or charge-off amounts. Loans or portions of loans are charged off when they are considered uncollectible. It is the Corporation’s policy to recognize losses promptly to prevent overstatement of assets, earnings and capital.


The following table summarizes loan loss reserves by collateral segment for the periods ended December 31, 20172019 and 2016.2018.
December 31, 2017December 31, 2019
(Dollars in Thousands)Commercial
Commercial
Real Estate

Consumer
Residential
Finance
Leases

TotalCommercial
Commercial
Real Estate

Consumer
Residential
Total
Allowance balances: 
 
 
 
 
  
 
 
 
 
Individually evaluated for impairment$666

$567



$404



$1,637
$

$231

$

$458

$689
Collectively evaluated for impairment29,752

26,776

$3,732

13,133

$2

73,395
32,902

28,547

4,035

14,111

79,595
Total allowance for loan losses$30,418

$27,343

$3,732

$13,537

$2

$75,032
$32,902

$28,778

$4,035

$14,569

$80,284
December 31, 2016December 31, 2018
(Dollars in Thousands)Commercial
Commercial
Real Estate

Consumer
Residential
Finance
Leases

TotalCommercial
Commercial
Real Estate

Consumer
Residential
Total
Allowance balances: 
 
 
 
 
  
 
 
 
 
Individually evaluated for impairment$37

$553



$298



$888
$

$1,435

$1

$436

$1,872
Collectively evaluated for impairment27,659

23,108

$2,923

11,457

$2

65,149
32,657

28,174

3,963

13,886

78,680
Total allowance for loan losses$27,696

$23,661

$2,923

$11,755

$2

$66,037
$32,657

$29,609

$3,964

$14,322

$80,552



46

Table of Contents
PART II: ITEM 7. AND ITEM 7A. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS


The historical loss allocation for loans not deemed impaired according to ASC 450 is the product of the volume of loans within the non-impaired criticized and non-criticized risk grade classifications, each segmented by call code, and the historical loss factor for each respective classification and call code segment. The historical loss factors are based upon actual loss experience within each risk and call code classification. The historical look back period for non-criticized loans is the most recent rolling-four-quarter average and aligns with the look back period for non-impaired criticized loans. This look back period includes all charge-offs from the most recent seven quarters and is reflective of current conditions.quarters. The loss factor computation for this allocation includes a segmented historical loss migration analysis of loans, by risk grade, to charge-off. The decrease in the allowance as a percent of originated loans reflected the impact of the stabilizing economic environment on the Corporation’s loan portfolio, resulting in improved credit quality.


45

Table of Contents
PART II: ITEM 7. AND ITEM 7A. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS



In addition to the specific reserves and historical loss components of the allowance, consideration is given to various environmental factors to help ensure that losses inherent in the portfolio are reflected in the allowance for loan losses. The environmental component adjusts the historical loss allocations for commercial and consumer loans to reflect relevant current conditions that have an impact on loss recognition. Environmental factors that management reviews in the analysis include: National and local economic trends and conditions; trends in growth in the loan portfolio and growth in higher risk areas; levels of, and trends in, delinquencies and non-accruals; experience and depth of lending management and staff; adequacy of, and adherence to, lending policies and procedures including those for underwriting; industry concentrations of credit; and adequacy of risk identification systems and controls through the internal loan review and internal audit processes. Each environmental factor receives an individual qualitative allocation that reflects losses inherent in the portfolio that are not reflected in the historical loss components of the allowance.  As the economic environment has seen improvement during recent years, management believes losses inherent in the portfolio may not be immediately apparent for specific identification.


The Corporation’s primary market areas for lending are central Indiana, northwestern Indiana, northeasternand northern Indiana, northeastern Illinois, central Ohio, and central Ohio.southeast Michigan. When evaluating the adequacy of the allowance, consideration is given to this regional geographic concentration and the closely associated effect changing economic conditions have on the Corporation’s customers. The allowance for loan losses at December 31, 20172019 is reflective of both the banking environment within the Corporation’s footprint and the Corporation’s recent loan and loss trends.

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

Beginning with the first quarter of 2020, the Corporation will adopt Accounting Standards Update (ASU) No. 2016-13, Financial Instruments - Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments. This new guidance was issued to address concerns that current generally accepted accounting principles (GAAP) restricts the ability to record credit losses that are expected, but do not yet meet the “probable” threshold by replacing the current “incurred loss” model for recognizing credit losses with an “expected life of loan loss” model referred to as the Current Expected Credit Loss (CECL) model.

Under the CECL model, certain financial assets carried at amortized cost, such as loans held for investment and held-to-maturity debt securities, are required to be presented at the net amount expected to be collected. The measurement of expected credit losses is to be based on information about past events, including historical experience, current conditions, and reasonable and supportable forecasts that affect the collectability of the reported amount. This measurement will take place at the time the financial asset is first added to the balance sheet and periodically thereafter. This differs significantly from the “incurred loss” model required under current GAAP, which delays recognition until it is probable a loss has been incurred. The change could materially affect how the allowance for loan losses is determined and cause a charge to earnings through the provision for loan losses. Such charge would adversely affect the financial condition of the Corporation.

The Corporation has developed models that satisfy the requirements of the new standard which will be governed by a system of internal controls and a cross-functional working group consisting of accounting, finance, and credit administration personnel. The loan portfolio was pooled into ten loan segments with similar risk characteristics for which the probability of default/loss given default methodology will be applied. The Corporation intends to utilize a one-year economic forecast period then revert to historical macroeconomic levels for the remaining life of the portfolio. A baseline macroeconomic scenario, along with three other scenarios, will be used to develop a range of estimated credit losses for which to determine the best estimate within.

The Corporation will record a one-time cumulative-effect adjustment to retained earnings, net of income taxes, on the consolidated balance sheet as of the beginning of the first quarter of 2020.  The allowance will increase by 55-65 percent because it will cover expected credit losses over the life of the loan portfolio, which approximates four years, and it includes all purchased loans that were previously excluded from the allowance for loan losses calculation. CECL also requires the establishment of a reserve for potential losses from unfunded commitments that is recorded in other liabilities, separate from allowance for credit losses, which is estimated to be approximately $18 million.


GOODWILL


Goodwill is reviewed at least annually for impairment. The Corporation completed its most recent annual goodwill impairment test on October 1, 20172019 and concluded, based on current events and circumstances, goodwill is not impaired. The IABMBT acquisition on July, 14, 2017September, 1, 2019 resulted in $153,636,000 of goodwill. The Arlington Bank acquisition on May 19, 2017 resulted in $47,719,000$98.6 million of goodwill, which includes a reductionan addition of $469,000. This reduction was$719,000 recorded in the thirdfourth quarter of 20172019 as a measurement period adjustment. The Ameriana acquisition onThere were no changes in goodwill for the year ending December 31, 2015 resulted in $38,624,000 of goodwill, of which, $871,000 was recorded during the first quarter of 2016 as a measurement period adjustment.2018. Details regarding the acquisitionsMBT acquisition are discussed in NOTE 2. ACQUISITIONSACQUISITION of the Notes to Consolidated Financial Statements included in Item 8 of this Annual Report on Form 10-K.



47

Table of Contents
PART II: ITEM 7. AND ITEM 7A. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS


LIQUIDITY


Liquidity management is the process by which the Corporation ensures that adequate liquid funds are available for the holding company and its subsidiaries. These funds are necessary in order to meet financial commitments on a timely basis. These commitments include withdrawals by depositors, funding credit obligations to borrowers, paying dividends to stockholders, paying operating expenses, funding capital expenditures, and maintaining deposit reserve requirements. Liquidity is monitored and closely managed by the asset/liability committee.
 
The Corporation’s liquidity is dependent upon the receipt of dividends from the Bank, which is subject to certain regulatory limitations and access to other funding sources. Liquidity of the Bank is derived primarily from core deposit growth, principal payments received on loans, the sale and maturity of investment securities, net cash provided by operating activities, and access to other funding sources.


The principal source of asset-funded liquidity is investment securities classified as available for sale, the market values of which totaled$999,947,000totaled $1.8 billion at December 31, 2017,2019, an increase of $303,085,000,$647.8 million, or 43.556.7 percent, from December 31, 2016.2018. Securities classified as held to maturity that are maturing within a short period of time can also be a source of liquidity. Securities classified as held to maturity and that are maturing in one year or less totaled $12,015,000$9.9 million at December 31, 2017.2019. In addition, other types of assets such as cash and interest-bearing deposits with other banks, federal funds sold and loans maturing within one year are sources of liquidity.


The most stable source of liability-funded liquidity for both the long-term and short-term is deposit growth and retention in the core deposit base. Federal funds purchased and securities sold under agreements to repurchase are also considered a source of liquidity. In addition, FHLB advances are utilized as a funding source. At December 31, 2017,2019, total borrowings from the FHLB were $414,377,000.$351.1 million. The Bank has pledged certain mortgage loans and investments to the FHLB. The total available remaining borrowing capacity from the FHLB at December 31, 20172019 was $664,177,000.$638.7 million.


The required payments related to operating leases and borrowings at December 31, 2019 are as follows:
(Dollars in Thousands)2020
2021
2022
2023
2024
2025 and
after

ASC 805 fair value adjustments at acquisition
Total
Operating leases$3,434
 $3,157
 $3,033
 $2,654
 $2,585
 $10,198
 $
 $25,061
Federal funds purchased55,000













55,000
Securities sold under repurchase agreements187,946













187,946
Federal Home Loan Bank advances41,370

55,097

95,097

115,097

97

44,314



351,072
Subordinated debentures and term loans









142,322

(3,637)
138,685
Total$287,750

$58,254

$98,130

$117,751

$2,682

$196,834

$(3,637)
$757,764


For further details related to the Corporation's borrowings, see NOTE 12.13. BORROWINGS of the Notes to Consolidated Financial Statements included in Item 8 of this Annual Report on Form 10-K.


InAdditionally, the Corporation has entered into a number of long-term leasing arrangements to support ongoing activities. Details related to the Corporation's lease obligations are discussed within NOTE 10. LEASES of the Notes to Consolidated Financial Statements included in Item 8 of this Annual Report of Form 10-K.

Also, in the normal course of business, the Bank is a party to a number of other off-balance sheet activities that contain credit, market and operational risk that are not reflected in whole or in part in the consolidated financial statements. SuchThese activities include:primarily consist of traditional off-balance sheet credit-related financial instruments commitments under operating leases and long-term debt.
The Bank provides customers with off-balance sheet credit support throughsuch as loan commitments and standby letters of credit.

Summarized credit-related financial instruments at December 31, 20172019 are as follows:
December 31,
(Dollars in Thousands)2017December 31, 2019
Amounts of Commitments:  
Loan commitments to extend credit$2,482,641
$3,005,064
Standby letters of credit43,526
30,200
$2,526,167
$3,035,264




46

Table of Contents
PART II: ITEM 7. AND ITEM 7A. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS



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

In addition to owned banking facilities, the Corporation has entered into a number of long-term leasing arrangements to support ongoing activities. The required payments under such commitments and borrowings at December 31, 2017 are as follows:
(Dollars in Thousands)2018
2019
2020
2021
2022
2023 and
after

ASC 805 fair value adjustments at acquisition
Total
Operating leases$3,161

$3,611

$3,484

$3,137

$3,090

$15,180




$31,663
Federal funds purchased144,038














144,038
Securities sold under repurchase agreements136,623















136,623
Federal Home Loan Bank advances171,391

121,713

41,273

25,000

20,000

35,000




414,377
Subordinated debentures and term loans













143,430

$(4,081)
139,349
Total$455,213

$125,324

$44,757

$28,137

$23,090

$193,610

$(4,081)
$866,050



INTEREST SENSITIVITY AND DISCLOSURES ABOUT MARKET RISK


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



48

Table of Contents
PART II: ITEM 7. AND ITEM 7A. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS


It is the objective of the Corporation to monitor and manage risk exposure to net interest income caused by changes in interest rates.  It is the goal of the Corporation’s Asset/Liability management function to provide optimum and stable net interest income. To accomplish this, management uses two asset liability tools. GAP/Interest Rate Sensitivity Reports and Net Interest Income Simulation Modeling are constructed, presented and monitored quarterly. Management believes that the Corporation's liquidity and interest sensitivity position at December 31, 2017,2019 remained adequate to meet the Corporation’s primary goal of achieving optimum interest margins while avoiding undue interest rate risk.


The following table presents the Corporation’s interest rate sensitivity analysis as of December 31, 20172019.
December 31, 2017December 31, 2019
(Dollars in Thousands)1-180 Days
181-365 Days
1-5 Years
Beyond 5 Years
Total1-180 Days
181-365 Days
1-5 Years
Beyond 5 Years
Total
Rate-Sensitive Assets: 
 
 
 
  
 

 

 
 
Interest-bearing deposits$35,027







$35,027
$118,263

$

$

$

$118,263
Investment securities71,310

$62,434

$369,851

$1,057,007

1,560,602
148,834

112,748

555,860

1,778,621

2,596,063
Loans3,757,877

359,647

1,475,182

1,090,677

6,683,383
4,809,785

538,928

1,894,883

1,224,751

8,468,347
Federal Home Loan Bank stock 
 
23,825

 
23,825




28,736



28,736
Total rate-sensitive assets$3,864,214

$422,081

$1,868,858

$2,147,684

$8,302,837
$5,076,882

$651,676

$2,479,479

$3,003,372

$11,211,409
Rate-Sensitive Liabilities: 
 
 
 
  
 
 
 
 
Interest-bearing deposits$4,316,231

$538,598

$513,150

$42,998

$5,410,977
$7,087,907

$811,653

$191,739

$12,261

$8,103,560
Federal funds purchased144,038








144,038
55,000







55,000
Securities sold under repurchase agreements136,623








136,623
187,946







187,946
Federal Home Loan Bank advances202,087

14,442

178,100

19,748

414,377
20,100

21,200

275,000

34,772

351,072
Subordinated debentures and term loans72,322






67,027

139,349
68,685



70,000



138,685
Total rate-sensitive liabilities$4,871,301

$553,040

$691,250

$129,773

$6,245,364
$7,419,638

$832,853

$536,739

$47,033

$8,836,263
Interest rate sensitivity gap by period$(1,007,087)
$(130,959)
$1,177,608

$2,017,911



$(2,342,756)
$(181,177)
$1,942,740

$2,956,339



Cumulative rate sensitivity gap$(1,007,087)
$(1,138,046)
$39,562

$2,057,473

 $(2,342,756)
$(2,523,933)
$(581,193)
$2,375,146

 
Cumulative rate sensitivity gap ratio 
 
 
 
  
 
 
 
 
at December 31, 201779.3%
79.0%
100.6%
132.9%
 
at December 31, 201676.1%
79.4%
101.5%
131.0%
 
at December 31, 201968.4%
69.4%
93.4%
126.9%
 
at December 31, 201874.8%
72.4%
91.1%
126.7%
 




The Corporation had a cumulative negative gap of $1,138,046,000$2.5 billion in the one-year horizon at December 31, 20172019, or 12.1520.3 percent of total assets.


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


47

Table of Contents
PART II: ITEM 7. AND ITEM 7A. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS



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


The comparative rising 200 basis points and falling 100 basis points scenarios below, as of December 31, 20172019, assume further interest rate changes in addition to the base simulation discussed above. These changes are immediate and parallel changes to the base case scenario. In the current rate environment, many driver rates are at or near historical lows, thus totalTotal rate movements (beginning point minus ending point) to each of the various driver rates utilized by management have the following results:

At December 31, 2017
At December 31, 2019

RISING
FALLING
RISING
FALLING
Driver Rates
(200 Basis Points)
(100 Basis Points)
(200 Basis Points)
(100 Basis Points)
Prime
200
(100)
200
(100)
Federal Funds
200
(100)
200
(100)
One-Year CMT
200
(100)
200
(100)
Three-Year CMT
200
(100)
200
(100)
Five-Year CMT
200
(100)
200
(100)
CD's
200
(24)
200
(24)
FHLB
200
(100)
200
(89)




49

Table of Contents
PART II: ITEM 7. AND ITEM 7A. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS


Results for the base, rising 200 basis points and falling 100 basis points interest rate scenarios are listed below based upon the Corporation’s rate sensitive assets and liabilities at December 31, 20172019. The net interest income shown represents cumulative net interest income over a twelve-month time horizon. Balance sheet assumptions used for the base scenario are the same for the rising and falling simulations.
At December 31, 2017At December 31, 2019
 
RISING
FALLING 
RISING
FALLING
(Dollars in Thousands)Base
(200 Basis Points)
(100 Basis Points)Base
(200 Basis Points)
(100 Basis Points)
Net Interest Income$311,466

$336,970

$286,477
$368,024

$389,367

$355,191
Variance from Base

$25,504

$(24,989)

$21,343

$(12,833)
Percent of Change from Base


8.19%
(8.02)%


5.8%
(3.5)%



The comparative rising 200 basis points and falling 100 basis points scenarios below, as of December 31, 20162018, assume further interest rate changes in addition to the base simulation discussed above. These changes are immediate and parallel changes to the base case scenario. In addition, total rate movements (beginning point minus ending point) to each of the various driver rates utilized by management in the base simulation are as follows:
 At December 31, 2016 At December 31, 2018

RISING
FALLING
RISING
FALLING
Driver Rates
(200 Basis Points)
(100 Basis Points)
(200 Basis Points)
(100 Basis Points)
Prime
200
(50)
200
(100)
Federal Funds
200
(50)
200
(100)
One-Year CMT
200
(77)
200
(100)
Three-Year CMT
200
(100)
200
(100)
Five-Year CMT
200
(100)
200
(100)
CD's
200
(16)
200
(25)
FHLB
200
(92)
200
(100)




Results for the base, rising 200 basis points and falling 100 basis points interest rate scenarios are listed below based upon the Corporation’s rate sensitive assets and liabilities at December 31, 2016.2018. The net interest income shown represents cumulative net interest income over a twelve-month time horizon. Balance sheet assumptions used for the base scenario are the same for the rising and falling simulations.


At December 31, 2016At December 31, 2018
 
RISING
FALLING 
RISING
FALLING
(Dollars in Thousands)Base
(200 Basis Points)
(100 Basis Points)Base
(200 Basis Points)
(100 Basis Points)
Net Interest Income$231,074

$247,920

$214,302
$344,064

$371,221

$330,990
Variance from Base 
$16,846

$(16,772) 
$27,157

$(13,074)
Percent of Change from Base


7.29%
(7.26)%


7.9%
(3.8)%






4850

Table of Contents
PART II: ITEM 7. AND ITEM 7A. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS




EARNING ASSETS


The following table presentsEarning assets increased by $2.3 billion during the earning asset mix as of twelve months ended December 31, 2017 and 2016. Earnings assets at December 31, 2017 increased by $1,888,367,000 compared to December 31, 2016.2019.  The 2017 acquisitionsSeptember 1, 2019 acquisition of Arlington Bank and IABMBT contributed to increases in several categories. Additional details regardingof the acquisitions are discussed withinMBT acquisition can be found in NOTE 2. ACQUISITIONSACQUISITION of the Notes to Consolidated Financial Statements included in Item 8 of this Annual Report on Form 10-K.


Interest-bearing time deposits and investmentinvestments securities increased $10,568,000$81.3 million and $256,097,000,$963.5 million, respectively, since December 31, 2016. The July 14, 2017of which the MBT acquisition of IAB accounted for an$281.2 million and $212.2 million of the increase in interest-bearing time deposits of $248,212,000.and investment securities, respectively. During 2019, the third quarter of 2017, a significant portion of the acquired interest-bearing time deposits were used to investCorporation deployed excess liquidity in the Corporation's investment securities portfolio and reduce Federal Home Loan Bank advances.portfolio.


Loans and loans held for sale increased by $1,615,841,000 from December 2016,$1.2 billion, as the Arlington Bank and IAB acquisitionsMBT acquisition contributed $232,306,000 and $725,976,000, respectively.$732.6 million to the loan growth. In 2019, organic loan growth was $506.5 million, or 7 percent. The largest loan segments that experienced increases were commercial and farmland,industrial, construction real estate and commercial and industrial, residential, construction and other commercial.farmland real estate loans. No loan segments experienced decreases. Additional details regardingof the changes in the Corporation's loansloan porfolio are discussed within NOTE 5. LOANS AND ALLOWANCE of the Notes to Consolidated Financial Statements included in Item 8 of this Annual Report on Form 10-K.


Federal Home Loan Bank stock increased $5,861,000 primarily$4.1 million, all of which was due to the acquisitionsacquisition of Arlington BankMBT.

The following table presents the earning asset mix as of December 31, 2019 and IAB.2018.
December 31,
December 31,December 31,
December 31,
(Dollars in Thousands)2017 20162019 2018
Interest-bearing time deposits$35,027

$24,459
$118,263

$36,963
Investment securities available for sale999,947

696,862
1,790,025

1,142,195
Investment securities held to maturity560,655

607,643
806,038

490,387
Loans held for sale7,216

2,929
9,037

4,778
Loans6,751,199

5,139,645
8,459,310

7,224,467
Federal Home Loan Bank stock23,825

17,964
28,736

24,588
$8,377,869

$6,489,502
$11,211,409

$8,923,378




DEPOSITS AND BORROWINGS


The table below reflects the level of deposits and borrowed funds (federal funds purchased, repurchase agreements, FHLB advances, subordinated debentures and term loans) at December 31, 20172019 and 2016.2018.
December 31,
December 31,December 31,
December 31,
(Dollars in Thousands)2017
20162019
2018
Deposits$7,172,530

$5,556,498
$9,839,956

$7,754,593
Federal funds purchased144,038

120,349
55,000

104,000
Securities sold under repurchase agreements136,623

146,480
187,946

113,512
Federal Home Loan Bank advances414,377

298,923
351,072

314,986
Subordinated debentures and term loans139,349

128,445
138,685

138,463
$8,006,917

$6,250,695
$10,572,659

$8,425,554




Deposits increased $1.6$2.1 billion from December 31, 2016.2018. The IABMBT acquisition on July 14, 2017 and the Arlington Bank acquisition on May 19, 2017September 1, 2019 resulted in deposits$1.1 billion of $862,271,000 and $252,783,000, respectively.acquired deposits. Additional details regarding the acquisitionsacquisition are discussed inwithin NOTE 2. ACQUISITIONSACQUISITION of the Notes to Consolidated Financial Statements included in Item 8 of this Annual Report on Form 10-K.


The increase in deposits,Deposit increases, excluding deposits acquired, from December 31, 2016, was primarily due to an increase of $580,726,000the MBT acquisition, were noted in demand, savings and time deposits of $667.3 million, $216.2 million and $75,887,000$127.7 million, respectively, as compared to the same period in time deposits.2018. Offsetting these increases was a decrease in savingsbrokered certificates of deposits of $154,984,000.$31.8 million.


Federal Home Loan Bank Advances and Federal FundsFHLB advances increased $36.1 million, which included $10.9 million in FHLB advances from the MBT acquisition, while federal funds purchased increased $115,454,000, in 2017, and included $47,575,000 in advances acquired in the IAB acquisition. Federal Funds Purchased increased $23,689,000, and when coupled with thedecreased $49.0 million. Liquidity generated from an increase in deposits and Federal Home Loan Bank Advances, the increased liquidityFHLB advances was used as a source ofto fund organic loan growth and investment securities purchases, and also to pay down wholesale funding to support the increase in the loan portfolio during 2017.sources.


Subordinated debentures increased $10,904,000 from December 31, 2016. The increase was primarily a result of the $10,583,000 in acquired balances from the IAB acquisition. Securities sold under repurchase agreements decreased $9,857,000increased $74.4 million from December 31, 2016. Offsetting these decreases was an increase from2018, as a result of the IABMBT acquisition, of $17,915,000.which accounted for a $94.8 million increase.


The Corporation has leveraged its capital position with FHLB advances, as well as repurchase agreements, which are pledged against acquired investment securities as collateral for the borrowings. Further discussion regarding FHLB advances is included in Management’s Discussion and Analysis of Financial Condition and Results of Operations under the heading “LIQUIDITY”. Additionally, the interest rate risk is included as part of the Corporation’s interest simulation discussed in this Management’s Discussion and Analysis of Financial Condition and Results of Operations under the heading “INTEREST SENSITIVITY AND DISCLOSURES ABOUT MARKET RISK”.



4951

Table of Contents
PART II: ITEM 7. AND ITEM 7A. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS




INCOME TAXES


Income tax expense totaled $37,524,000$29.3 million for 20172019 compared to $27,609,000$29.0 million for 2016.2018. The Corporation’s federal statutory income tax rate for 20172019 is 3521 percent and its state tax rate varies from 0 to 9.5 percent depending on the state in which the subsidiary company is domiciled. The Corporation’s effective tax rate is lower than the blended effective statutory federal and state rates primarily due to the Corporation’s income on tax-exempt securities and loans, income generated by the subsidiaries domiciled in a state with no state or local income tax, income tax credits generated from investments in affordable housing projects, tax-exempt earnings from bank-owned life insurance contracts and reduced state taxes, resulting from the effect of state income apportionment. Also impacting the Corporation's effective tax rate for 2017 is the remeasurement of net deferred tax assets as a result of the Tax Cuts and Jobs Act discussed in more detail below. The reconciliation of federal statutory to actual tax expense is shown in NOTE 21.22. INCOME TAX of the Notes to Consolidated Financial Statements included in Item 8 of this Annual Report on Form 10-K.

On December 22, 2017, the U.S. government enacted comprehensive tax legislation referred to as the Tax Cuts and Jobs Act (the "TCJA"). The TCJA makes widespread changes to U.S. tax law, including but not limited to: (1) permanently reducing the federal corporate tax rate from 35 percent to 21 percent, (2) bonus depreciation that will allow for full expensing of qualified property, and (3) eliminating the corporate alternative minimum tax (AMT) and changing how existing AMT credits can be realized. Under ASC 740, the Corporation must recognize the effects of the new tax legislation upon enactment. At December 31, 2017, the Corporation adjusted its net deferred tax asset to the enacted rate of 21 percent resulting in a decrease to net deferred tax assets of $5,120,000.


The Corporation’s tax asset, deferred and receivable decreased from $39,384,000$23.7 million at December 31, 20162018 to $23,983,000$12.2 million at December 31, 2017.2019. The largest component is the Corporation’s net deferred tax asset, which decreased from $37,755,000$21.4 million at December 31, 20162018 to $19,818,000$8.3 million at December 31, 2017.2019. The $17,937,000$13.1 million decrease in the Corporation’s net deferred tax asset was primarily due to a combination of a decrease in deferred tax assets and an increase in deferred tax liabilities. The largest deferred tax asset decreaseliability increase was associated with the impacttax effect of the TCJA. Other decreases not related to the TCJA were associated with federalchange in unrealized gains and state net operating loss carryforwards and other employee benefits of $2,323,000 and $2,080,000, respectively. Increases in deferred tax liabilities associated with the accounting for acquisitions and accounting for unrealized gainslosses on available for sale securities further decreasedof $12.0 million. Additionally, the net change in deferred taxes associated with accounting for loans increased the net deferred tax assetliability by $4,106,000 and $4,273,000, respectively.

The Corporation has recorded a valuation allowance of $6,966,000 related$1.9 million. Offsetting the increases to deferred state taxes as it does not anticipate having future state taxable income sufficient to fully utilize thetax liabilities was a deferred state tax asset.  This is primarily due to the Corporation’s current tax structure as noted above.asset increase associated with deferred compensation of $2.3 million.


INFLATION


Changing prices of goods, services and capital affect the financial position of every business enterprise. The level of market interest rates and the price of funds loaned or borrowed fluctuate due to changes in the rate of inflation and various other factors, including government monetary policy.


Fluctuating interest rates affect the Corporation’s net interest income and loan volume. As the inflation rate increases, the purchasing power of the dollar decreases. Those holding fixed-rate monetary assets incur a loss, while those holding fixed-rate monetary liabilities enjoy a gain. The nature of a financial holding company’s operations is such that there will generally be an excess of monetary assets over monetary liabilities, and, thus, a financial holding company will tend to suffer from an increase in the rate of inflation and benefit from a decrease.

OTHER

The Securities and Exchange Commission maintains a website that contains reports, proxy and information statements and other information regarding registrants that file electronically with the Commission, including the Corporation, and that address is www.sec.gov.

50

Table of Contents
PART II: ITEM 7. AND ITEM 7A. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS



ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.


The quantitative and qualitative disclosures about market risk information are presented in the “INTEREST SENSITIVITY AND DISCLOSURES ABOUT MARKET RISK” section of Management’s Discussion and Analysis of Financial Condition and Results of Operations included as Item 7 of this Annual Report on Form 10-K.
 


5152

Table of Contents
PART II: ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM




ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA.






Report of Independent Registered Public Accounting Firm






To the Shareholders,Stockholders, Board of Directors and Audit Committee
First Merchants Corporation
Muncie, Indiana



Opinion on the Financial Statements
We have audited the accompanying consolidated balance sheets of First Merchants Corporation (Corporation) as of December 31, 20172019 and 2016,2018, the related consolidated statements of income, comprehensive income, stockholders’ equity and cash flows for each of the years in the three-year period ended December 31, 2017,2019, and the related notes (collectively referred to as the “financial statements”). In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of the Corporation as of December 31, 20172019 and 2016,2018, and the results of its operations and its cash flows for each of the years in the three-year period ended December 31, 2017,2019, in conformity with accounting principles generally accepted in the United States of America.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB)(“PCAOB”), the Corporation’s internal control over financial reporting as of December 31, 2017,2019, based on criteria established in Internal Control-IntegratedControl - Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 Framework) (COSO) and our report dated March 1, 2018,February 28, 2020, expressed as an unqualified opinion thereon.

Basis for Opinion

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

We are a public accounting firm registered with the PCAOBPublic Company Accounting Oversight Board (United States) (“PCAOB”) and are required to be independent with respect to the Corporation 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 auditsaudit to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud. Our auditsaudit included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures include examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial statements. Our auditsaudit also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements. We believe that our audits provideaudit provides a reasonable basis for our opinion.opinion



Critical Audit Matters

The critical audit matters communicated below are matters arising from the current period audit of the financial statements that were communicated or required to be communicated to the audit committee and that: (1) relates to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective or complex judgments. The communication of the critical audit matters does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit matters below, providing a separate opinion on the critical audit matters or on the account or disclosures to which they relate.

Allowance for Loan Losses

As described in Note 5 to the consolidated financial statements, the Corporation’s consolidated allowance for loan and lease losses (ALLL) was $80.3 million at December 31, 2019. The ALLL is an estimate of probable credit losses related to specifically identified loans and for losses inherent in the portfolio that have been incurred as of the balance sheet date. The determination of the ALLL requires management to exercise significant judgment and consider numerous subjective factors, including determining qualitative factors utilized to adjust historical loss rates, risk grading loans, identifying loan impairments, among others. As disclosed by management, different assumptions and conditions could result in a materially different amount for the ALLL.

We identified the valuation of the ALLL as a critical audit matter. Auditing the allowance for loan losses involves a high degree of subjectivity in evaluating management’s estimates, such as evaluating management’s assessment of economic conditions and other environmental factors used to adjust historical loss rates, evaluating the adequacy of specific allowances associated with impaired loans and assessing the appropriateness of loan grades.

53

Table of Contents
PART II: ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM


How We Addressed the Matter in Our Audit

The primary procedures we performed to address this critical audit matter included:

Testing the design and operating effectiveness of controls, including those related to technology, over the Corporation’s ALLL including data completeness and accuracy, classifications of loans by loan segment, historical loss data, the calculation of a loss rate, the establishment of qualitative adjustments, grading and risk classification of loans and establishment of specific reserves on impaired loans including purchased loans that have experienced further credit deterioration and management’s review controls over the ALLL balance as a whole including attending internal Corporation credit quality discussions and analysis;

Testing of completeness and accuracy of the information utilized in the ALLL;
Testing the model’s computational accuracy;
Evaluating the qualitative adjustment to the historical loss rates, including assessing the basis for the adjustments and the reasonableness of the significant assumptions;
Testing the internal loan review functions and evaluating the accuracy of loan grades;
Evaluating the appropriateness of loan grades and assessing the reasonableness of specific reserves on impaired loans;
Evaluating the overall reasonableness of assumptions used by considering the past performance of the Corporation and evaluating to trends identified within peer groups.
Reviewing subsequent events and considering whether they support or contradict the Corporation’s assessment.

Acquisition
As described in Note 2 to the consolidated financial statements, the Corporation completed the acquisition of MBT and its wholly owned subsidiary Monroe Bank & Trust during the year ended December 31, 2019 with an acquisition price of $229.9 million, including the recognition of $98.6 million of Goodwill. As part of the acquisition, management determined that the acquisition qualified as a business and accordingly all identifiable assets and liabilities acquired were valuated at fair value as part of the purchase price allocation as of the acquisition date. The identification and valuation of such acquired assets and assumed liabilities required management to exercise significant judgment and consider the use of outside vendors to estimate the fair value allocations.
We identified the acquisition and the valuation of acquired assets and assumed liabilities a critical audit matter. Auditing the acquisition transaction involved a high degree of subjectivity in evaluating management’s operational assumptions, fair value estimates, purchase price allocations and assessing the appropriateness of outside vendor valuation models.
How We Addressed the Matter in Our Audit
The primary procedures we performed to address this critical audit matter included:
Obtaining and reviewing executed Plan and Agreement of Merger documents to gain an understanding of the underlying terms of the consummated acquisition;
Obtaining and reviewing management’s reconciliation procedures of significant accounts and testing of completion procedures performed and asset/liability identification considerations made;
Testing management’s computation of purchase price and determination of goodwill recognized focusing on the completeness and accuracy of the balance sheet acquired and related fair value purchase price allocations made to identified assets acquired and liabilities assumed;
Obtaining and reviewing significant outside vendor valuation estimates and challenging management’s review of the appropriateness of the valuations assessed/allocated to assets acquired and liabilities assumed; including but not limited to, testing all critical inputs, including assumptions applied and valuation models utilized by the outside vendors;
Utilization of our Forensics & Valuation Services group to assist with testing and challenging the related fair value purchase price allocations made to identified assets acquired and liabilities assumed;
Reviewing and evaluating the adequacy of the disclosures made in the footnotes of the Corporation’s SEC filings.

BKD, LLP
We have served as the Corporation’s auditor since at least 1982; however, an earlier year cannot be reliably determined.
Indianapolis, Indiana
March 1, 2018February 28, 2020






5254

Table of Contents
PART II: ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
CONSOLIDATED FINANCIAL STATEMENTS






CONSOLIDATED BALANCE SHEETS
December 31, December 31,December 31, December 31,
(Dollars in Thousands, Except Share Data)2017 20162019 2018
ASSETS      
Cash and cash equivalents$154,905
 $127,927
$177,201
 $139,247
Interest-bearing time deposits35,027
 24,459
118,263
 36,963
Investment securities available for sale999,947
 696,862
1,790,025
 1,142,195
Investment securities held to maturity (fair value of $568,208 and $611,933)560,655
 607,643
Investment securities held to maturity (fair value of $827,566 and $489,217)806,038
 490,387
Loans held for sale7,216
 2,929
9,037
 4,778
Loans6,751,199
 5,139,645
8,459,310
 7,224,467
Less: Allowance for loan losses(75,032) (66,037)(80,284) (80,552)
Net loans6,676,167
 5,073,608
8,379,026
 7,143,915
Premises and equipment95,852
 94,432
113,055
 93,420
Federal Home Loan Bank stock23,825
 17,964
28,736
 24,588
Interest receivable37,130
 26,194
48,901
 40,881
Other intangibles31,148
 14,866
34,962
 24,429
Goodwill445,355
 244,000
543,918
 445,355
Cash surrender value of life insurance223,557
 201,671
288,206
 224,939
Other real estate owned10,373
 8,966
7,527
 2,179
Tax asset, deferred and receivable23,983
 39,384
12,165
 23,668
Other assets42,338
 30,706
100,194
 47,772
TOTAL ASSETS$9,367,478
 $7,211,611
$12,457,254
 $9,884,716
LIABILITIES      
Deposits:      
Noninterest-bearing$1,761,553
 $1,348,267
$1,736,396
 $1,447,907
Interest-bearing5,410,977
 4,208,231
8,103,560
 6,306,686
Total Deposits7,172,530
 5,556,498
9,839,956
 7,754,593
Borrowings:      
Federal funds purchased144,038
 120,349
55,000
 104,000
Securities sold under repurchase agreements136,623
 146,480
187,946
 113,512
Federal Home Loan Bank advances414,377
 298,923
351,072
 314,986
Subordinated debentures and term loans139,349
 128,445
138,685
 138,463
Total Borrowings834,387
 694,197
732,703
 670,961
Interest payable4,390
 3,110
6,754
 5,607
Other liabilities52,708
 56,149
91,404
 45,295
Total Liabilities8,064,015
 6,309,954
10,670,817
 8,476,456
COMMITMENTS AND CONTINGENT LIABILITIES
 

 

STOCKHOLDERS' EQUITY      
Cumulative Preferred Stock, $1,000 par value, $1,000 liquidation value:      
Authorized - 600 shares      
Issued and outstanding - 125 shares125
 125
125
 125
Common Stock, $.125 stated value:   
Authorized - 100,000,000 and 50,000,000 shares (1)
   
Issued and outstanding - 49,158,238 and 40,912,697 shares6,145
 5,114
Common Stock, $0.125 stated value:   
Authorized - 100,000,000 shares   
Issued and outstanding - 55,368,482 and 49,349,800 shares6,921
 6,169
Additional paid-in capital834,870
 509,018
1,054,997
 840,052
Retained earnings465,231
 400,981
696,520
 583,336
Accumulated other comprehensive loss(2,908) (13,581)
Accumulated other comprehensive income (loss)27,874
 (21,422)
Total Stockholders' Equity1,303,463
 901,657
1,786,437
 1,408,260
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY$9,367,478
 $7,211,611
$12,457,254
 $9,884,716
      
(1) On May 1, 2017, the shareholders of First Merchants Corporation approved an amendment to the Articles of Incorporation to increase the number of shares of common stock authorized to issue from 50,000,000 to 100,000,000 shares.





See notes to consolidated financial statements.


5355

Table of Contents
PART II: ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
CONSOLIDATED FINANCIAL STATEMENTS






CONSOLIDATED STATEMENTS OF INCOME
(Dollars in Thousands, Except Share Data) December 31,
2017
 December 31,
2016
 December 31,
2015
 December 31,
2019
 December 31,
2018
 December 31,
2017
INTEREST INCOME            
Loans receivable:            
Taxable $263,704
 $210,302
 $180,805
 $382,772
 $342,501
 $263,704
Tax exempt 10,694
 6,525
 3,459
 17,568
 14,862
 10,694
Investment securities:            
Taxable 17,489
 16,415
 17,885
 27,815
 21,597
 17,489
Tax exempt 21,379
 18,622
 16,922
 31,655
 25,509
 21,379
Deposits with financial institutions 736
 350
 160
 4,225
 2,241
 736
Federal Reserve and Federal Home Loan Bank stock 894
 1,098
 1,967
Federal Home Loan Bank stock 1,370
 1,234
 894
Total Interest Income 314,896
 253,312
 221,198
 465,405
 407,944
 314,896
INTEREST EXPENSE            
Deposits 23,806
 15,914
 14,855
 91,585
 51,542
 23,806
Federal funds purchased 561
 102
 74
 251
 718
 561
Securities sold under repurchase agreements 477
 374
 368
 1,424
 762
 477
Federal Home Loan Bank advances 5,196
 3,264
 2,836
 7,176
 7,832
 5,196
Subordinated debentures and term loans 7,572
 7,185
 6,661
 8,309
 8,233
 7,572
Total Interest Expense 37,612
 26,839
 24,794
 108,745
 69,087
 37,612
NET INTEREST INCOME 277,284
 226,473
 196,404
 356,660
 338,857
 277,284
Provision for loan losses 9,143
 5,657
 417
 2,800
 7,227
 9,143
NET INTEREST INCOME AFTER PROVISION FOR LOAN LOSSES 268,141
 220,816
 195,987
 353,860
 331,630
 268,141
OTHER INCOME            
Service charges on deposit accounts 18,722
 17,762
 16,201
 22,951
 20,950
 18,722
Fiduciary activities 11,589
 9,818
 9,196
Fiduciary and wealth management fees 17,562
 14,906
 14,682
Card payment fees 20,243
 18,035
 16,120
Net gains and fees on sales of loans 7,891
 7,029
 7,564
Derivative hedge fees 5,357
 2,493
 1,978
Other customer fees 20,956
 19,315
 16,959
 1,664
 1,860
 1,743
Commission income     4,147
Increase in cash surrender value of life insurance 3,906
 3,630
 2,919
 4,518
 4,020
 3,906
Gains on life insurance benefits 2,671
 643
   19
 198
 2,671
Net gains and fees on sales of loans 7,564
 7,052
 6,483
Net realized gains on sales of available for sale securities 2,631
 3,389
 2,670
 4,415
 4,269
 2,631
Gain on sale of insurance subsidiary     8,265
Gain on cancellation of subordinated debentures     1,250
Other income 2,970
 3,594
 1,778
 2,068
 2,699
 992
Total Other Income 71,009
 65,203
 69,868
 86,688
 76,459
 71,009
OTHER EXPENSES            
Salaries and employee benefits 119,812
 102,552
 101,908
 144,037
 131,704
 119,812
Net occupancy 16,976
 16,997
 14,668
 19,584
 18,341
 16,976
Equipment 13,090
 12,497
 10,787
 16,218
 14,334
 13,090
Marketing 3,739
 3,008
 3,493
 6,650
 4,681
 3,739
Outside data processing fees 12,242
 9,148
 7,109
 16,476
 13,215
 12,242
Printing and office supplies 1,283
 1,348
 1,353
 1,445
 1,425
 1,283
Intangible asset amortization 5,647
 3,910
 2,835
 5,994
 6,719
 5,647
FDIC assessments 2,564
 3,036
 3,655
 717
 2,920
 2,564
Other real estate owned and foreclosure expenses 1,903
 2,877
 3,956
 2,428
 1,470
 1,903
Professional and other outside services 12,757
 6,516
 9,855
 15,410
 8,176
 12,757
Other expenses 15,543
 15,470
 15,187
 17,804
 16,966
 15,543
Total Other Expenses 205,556
 177,359
 174,806
 246,763
 219,951
 205,556
INCOME BEFORE INCOME TAX 133,594
 108,660
 91,049
 193,785
 188,138
 133,594
Income tax expense 37,524
 27,609
 25,665
 29,325
 28,999
 37,524
NET INCOME AVAILABLE TO COMMON STOCKHOLDERS $96,070
 $81,051
 65,384
 $164,460
 $159,139
 96,070
            
NET INCOME AVAILABLE TO COMMON STOCKHOLDERS PER SHARE DATA:            
Basic $2.13
 $1.99
 $1.73
 $3.20
 $3.23
 $2.13
Diluted $2.12
 $1.98
 $1.72
 $3.19
 $3.22
 $2.12





See notes to consolidated financial statements.


5456

Table of Contents
PART II: ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
CONSOLIDATED FINANCIAL STATEMENTS






CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
(Dollars in Thousands)December 31, 2017 December 31, 2016 December 31, 2015December 31, 2019 December 31, 2018 December 31, 2017
Net income$96,070

$81,051

$65,384
$164,460

$159,139

$96,070
Other comprehensive income (loss) net of tax: 
 

 
 
 
Unrealized holding gain (loss) on securities available for sale arising during the period,
net of tax of $5,193, $4,893, and $20
9,645

(9,087)
(37)
Unrealized gain (loss) on cash flow hedges arising during the period, net of tax of $4, $128, and $5889

(240)
(1,093)
Reclassification adjustment for net gains included in net income net of tax of $576, $749, and $435(1,070)
(1,390)
(808)
Defined benefit pension plans, net of tax of $1,125, $809, and $1,187







Unrealized holding gain (loss) on securities available for sale arising during the period,
net of tax of $12,946, $3,174, and $5,193
48,703

(13,872)
9,645
Unrealized gain (loss) on cash flow hedges arising during the period, net of tax of $226, $52, and $4(846)
437

9
Reclassification adjustment for net gains included in net income, net of tax of $857, $797, and $576(3,224)
(3,002)
(1,070)
Defined benefit pension plans, net of tax of $1,239, $1,001, and $1,125







Net gain (loss) arising during period2,686

(470)
2,404
4,579

(1,435)
2,686
Amortization of prior service cost(597)
(1,032)
(198)84

(16)
(597)
10,673

(12,219)
268
49,296

(17,888)
10,673
Comprehensive income$106,743

$68,832

$65,652
$213,756

$141,251

$106,743





See notes to consolidated financial statements.




5557

Table of Contents
PART II: ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
CONSOLIDATED FINANCIAL STATEMENTS






CONSOLIDATED STATEMENT OF STOCKHOLDERS' EQUITY
Preferred Common Stock        Preferred Common Stock        
(Dollars in Thousands, Except Share Data)Shares Amount Shares Amount Additional Paid in Capital Retained Earnings Accumulated Other Comprehensive Income (Loss) TotalShares Amount Shares Amount Additional Paid in Capital Retained Earnings Accumulated Other Comprehensive Income (Loss) Total
Balances, December 31, 2014125
 $125
 37,669,948
 $4,709
 $431,220
 $292,403
 $(1,630) $726,827
Comprehensive income               
Net income          65,384
   65,384
Other comprehensive income (loss), net of tax            268
 268
Cash dividends on common stock ($.41 per share)          (15,654)   (15,654)
Issuance of common stock related to acquisition    2,769,568
 346
 70,056
     70,402
Share-based compensation    149,577
 19
 2,251
     2,270
Stock issued under employee benefit plans    22,074
 3
 457
     460
Stock issued under dividend reinvestment and stock purchase plan    26,375
 3
 658
     661
Stock options exercised    96,066
 12
 1,519
     1,531
Stock redeemed    (69,349) (9) (1,631)     (1,640)
Balances, December 31, 2015125
 125
 40,664,259
 5,083
 504,530
 342,133
 (1,362) 850,509
Comprehensive income               
Net income          81,051
   81,051
Other comprehensive income (loss), net of tax            (12,219) (12,219)
Cash dividends on common stock ($.54 per share)          (22,203)   (22,203)
Share-based compensation    141,126
 17
 2,583
     2,600
Stock issued under employee benefit plans    20,545
 3
 459
     462
Stock issued under dividend reinvestment and stock purchase plan    30,297
 4
 831
     835
Stock options exercised    128,848
 16
 2,586
     2,602
Stock redeemed    (72,378) (9) (1,971)     (1,980)
Balances, December 31, 2016125
 125
 40,912,697
 5,114
 509,018
 400,981
 (13,581) 901,657
125
 $125
 40,912,697
 $5,114
 $509,018
 $400,981
 $(13,581) $901,657
Comprehensive income                              
Net income          96,070
   96,070

 
 
 
 
 96,070
 
 96,070
Other comprehensive income (loss), net of tax            10,673
 10,673

 
 
 
 
 
 10,673
 10,673
Cash dividends on common stock ($.69 per share)          (31,820)   (31,820)
 
 
 
 
 (31,820) 
 (31,820)
Issuance of common stock related to acquisition    8,044,446
 1,006
 320,425
     321,431
Issuance of common stock related to acquisitions
 
 8,044,446
 1,006
 320,425
 
 
 321,431
Share-based compensation    89,362
 11
 2,816
     2,827

 
 89,362
 11
 2,816
 
 
 2,827
Stock issued under employee benefit plans    14,948
 2
 517
     519

 
 14,948
 2
 517
 
 
 519
Stock issued under dividend reinvestment and stock purchase plan    24,058
 3
 988
     991

 
 24,058
 3
 988
 
 
 991
Stock options exercised    104,748
 13
 2,385
     2,398

 
 104,748
 13
 2,385
 
 
 2,398
Stock redeemed    (32,021) (4) (1,279)     (1,283)
Restricted shares withheld for taxes
 
 (32,021) (4) (1,279) 
 
 (1,283)
Balances, December 31, 2017125
 $125
 49,158,238
 $6,145
 $834,870
 $465,231
 $(2,908) $1,303,463
125
 $125
 49,158,238
 $6,145
 $834,870
 $465,231
 $(2,908) $1,303,463
               
               
Comprehensive income               
Net income
 
 
 
 
 159,139
 
 159,139
Other comprehensive income (loss), net of tax
 
 
 
 
 
 (17,888) (17,888)
Cash dividends on common stock ($.84 per share)
 
 
 
 
 (41,660) 
 (41,660)
Reclassification adjustment under ASU 2018-02
 
 
 
 
 626
 (626) 
Share-based compensation
 
 112,569
 14
 3,578
 
 
 3,592
Stock issued under employee benefit plans
 
 19,001
 2
 705
 
 
 707
Stock issued under dividend reinvestment and stock purchase plan
 
 28,156
 4
 1,207
 
 
 1,211
Stock options exercised
 
 76,152
 10
 1,588
 
 
 1,598
Restricted shares withheld for taxes
 
 (44,316) (6) (1,896) 
 
 (1,902)
Balances, December 31, 2018125
 $125
 49,349,800
 $6,169
 $840,052
 $583,336
 $(21,422) $1,408,260
Comprehensive income              
Net income
 
 
 
 
 164,460
 
 164,460
Other comprehensive income (loss), net of tax
 
 
 
 
 
 49,296
 49,296
Cash dividends on common stock ($1.00 per share)
 
 
 
 
 (51,276) 
 (51,276)
Issuance of common stock related to acquisitions
 
 6,383,806
 798

229,128
 
 
 229,926
Repurchases of common stock
 
 (516,016) (65) (18,976) 
 
 (19,041)
Share-based compensation
 
 116,572
 15
 4,100
 
 
 4,115
Stock issued under employee benefit plans
 
 21,521
 3
 699
 
 
 702
Stock issued under dividend reinvestment and stock purchase plan
 
 38,942
 5
 1,526
 
 
 1,531
Stock options exercised
 
 16,950
 2
 142
 
 
 144
Restricted shares withheld for taxes
 
 (43,093) (6) (1,674) 
 
 (1,680)
Balances, December 31, 2019125
 $125
 55,368,482
 $6,921
 $1,054,997
 $696,520
 $27,874
 $1,786,437



 
See notes to consolidated financial statements.


5658

Table of Contents
PART II: ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
CONSOLIDATED FINANCIAL STATEMENTS






CONSOLIDATED STATEMENTS OF CASH FLOWS
December 31, December 31, December 31,December 31, December 31, December 31,
(Dollars in Thousands)2017 2016 20152019 2018 2017
Cash Flow From Operating Activities:          
Net income$96,070
 $81,051
 $65,384
$164,460
 $159,139
 $96,070
Adjustments to reconcile net income to net cash provided by operating activities:          
Provision for loan losses9,143
 5,657
 417
2,800
 7,227
 9,143
Depreciation and amortization7,967
 7,161
 6,262
9,383
 8,842
 7,967
Change in deferred taxes15,523
 8,611
 4,444
4,965
 3,524
 15,523
Share-based compensation2,827
 2,600
 2,270
4,115
 3,592
 2,827
Loans originated for sale(377,252) (354,265) (364,411)(511,407) (372,791) (377,252)
Proceeds from sales of loans held for sale387,095
 367,148
 367,377
513,357
 380,254
 387,095
Gains on sales of loans held for sale(5,910)
(5,918)
(5,625)(6,209)
(5,025)
(5,910)
Gain on sale of insurance subsidiary

 

 (8,265)
Gain on cancellation of subordinated debentures

 

 (1,250)
Gains on sales of securities available for sale(2,631) (3,389) (2,670)(4,415) (4,269) (2,631)
Increase in cash surrender of life insurance(3,906) (3,630) (2,927)(4,518) (4,020) (3,906)
Gains on life insurance benefits(2,671) (643) 

(19) (198) (2,671)
Change in interest receivable(6,838) (1,779) (2,833)(4,659) (3,751) (6,838)
Change in interest payable31
 18
 (162)1,090
 1,217
 31
Other adjustments7,054
 1,097
 (1,351)9,464
 6,494
 7,054
Net cash provided by operating activities126,502
 103,719
 56,660
178,407
 180,235
 126,502
Cash Flows from Investing Activities:          
Net change in interest-bearing deposits237,936
 7,856
 24,917
199,928
 (1,936) 237,936
Purchases of:          
Securities available for sale(479,045) (281,470) (200,154)(676,791) (370,284) (479,045)
Securities held to maturity(30,220) (110,797) (87,282)(423,385) (30,465) (30,220)
Proceeds from sales of securities available for sale94,165
 167,186
 83,647
132,837
 154,519
 94,165
Proceeds from maturities of:          
Securities available for sale70,846
 73,956
 63,124
138,356
 77,881
 70,846
Securities held to maturity72,220
 119,052
 98,581
130,502
 66,129
 72,220
Redemption (Purchase) of Federal Reserve and Federal Home Loan Bank stock40
 19,669
 7,268

 (763) 40
Net change in loans(670,000) (452,781) (350,287)(512,364) (483,418) (670,000)
Net cash and cash equivalents received (paid) in acquisition54,536
 

 (7,936)
Net cash received from sale of insurance subsidiary

 

 15,155
Net cash and cash equivalents received in acquisition10,207
 
 54,536
Proceeds from the sale of other real estate owned6,584
 9,974
 12,567
2,060
 9,121
 6,584
Proceeds from life insurance benefits11,655
 3,141
 

815
 2,836
 11,655
Other investing activities(4,047) (4,490) 9
(8,564) 804
 (4,047)
Net cash used in investing activities(635,330) (448,704) (340,391)(1,006,399) (575,576) (635,330)
Cash Flows from Financing Activities:          
Net change in :          
Demand and savings deposits425,742
 332,600
 240,736
883,524
 526,859
 425,742
Certificates of deposit and other time deposits75,236
 (66,920) (79,656)95,913
 55,204
 75,236
Borrowings1,088,189
 1,107,795
 491,660
599,298
 1,515,526
 1,088,189
Repayment of borrowings(1,024,166) (982,449) (370,813)(643,169) (1,677,860) (1,024,166)
Cash dividends on common stock(31,820) (22,203) (15,654)(51,276) (41,660) (31,820)
Stock issued under employee benefit plans519
 462
 460
702
 707
 519
Stock issued under dividend reinvestment and stock purchase plans991
 835
 661
1,531
 1,211
 991
Stock options exercised2,398
 2,602
 1,531
144
 1,598
 2,398
Stock redeemed(1,283) (1,980) (1,640)
Restricted shares withheld for taxes(1,680) (1,902) (1,283)
Repurchase of common stock(19,041) 
 
Net cash provided by financing activities535,806
 370,742
 267,285
865,946
 379,683
 535,806
Net Change in Cash and Cash Equivalents26,978
 25,757
 (16,446)37,954
 (15,658) 26,978
Cash and Cash Equivalents, January 1127,927
 102,170
 118,616
139,247
 154,905
 127,927
Cash and Cash Equivalents, December 31$154,905
 $127,927
 $102,170
$177,201
 $139,247
 $154,905
Additional cash flow information:          
Interest paid$36,332

$26,821

$24,903
$107,598

$67,870

$36,332
Income tax paid22,421

11,999

21,200
23,588

23,289

22,421
Loans transferred to other real estate owned8,360

1,684

3,644
7,031

855

8,360
Fixed assets transferred to other assets6,753

360

1,600
1,210

374

6,753
Non-cash investing activities using trade date accounting9,401

14,179

1,559


6,551

9,401
Investments transferred from held to maturity to available for sale in accordance with ASU 2017-12

30,794


ROU assets obtained in exchange for new operating lease liabilities23,529
 
 






CONSOLIDATED STATEMENTS OF CASH FLOWS - CONTINUED


In conjunction with the acquisitions, liabilities were assumed as follows:
December 31,
2017
 December 31,
2016
 December 31,
2015
December 31,
2019
 December 31,
2018
 December 31,
2017
Fair value of assets acquired$1,531,397

$
 $635,047
$1,451,287

$
 $1,531,397
Cash received (paid) in acquisition(12)

 (14,500)(15)

 (12)
Less: Common stock issued321,431


 70,402
229,926


 321,431
Liabilities assumed$1,209,954

$
 $550,145
$1,221,346

$
 $1,209,954




See notes to consolidated financial statements.




5759

Table of Contents
PART II: ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(table dollar amounts in thousands, except share data)






NOTE 1


NATURE OF OPERATIONS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES


Financial Statement Preparation

The accounting and reporting policies of the Corporation and the Bank, conform to accounting principles generally accepted in the United States of America and reporting practices followed by the banking industry.


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 assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.


The Corporation is a financial holding company whose principal activity is the ownership and management of the Bank and operates in a single significant business segment. The Bank provides full banking services under an Indiana state-charter. On April 1, 2016, the Board of Directors ofAdditionally, the Bank adopted final resolutions approving the conversion of the Bank’s banking charter from a national association to an Indiana state-chartered bank. The initial application to convert was filed with the Indiana DFI on February 9, 2016. Between the date of initial application and adoption of the final resolutions by the Bank’s Board, the Indiana DFI and the FDIC conducted a joint exam of the Bank and its banking activities. Final regulatory approval of the application was obtained at the meeting of the Members of the Indiana DFI on April 14, 2016. The Bank filed official conversion documents effective April 15, 2016. As a result of the conversion, the Indiana DFI became the Bank’s primary regulator and the FDIC became the Bank’s primary federal regulator. Upon conversion, the Bank’s official name changed from “First Merchants Bank, National Association” to “First Merchants Bank.” The Bank continues operating under the following trade names in certain geographic markets: Lafayette Bank and Trust andoperates as First Merchants Private Wealth Advisors (each as a(a division of First Merchants Bank). The conversion did not affect the Bank’s operations or customers in any way, and Bank customers continued to receive identical protection on deposits through the FDIC’s deposit insurance program.


The Bank generates commercial, mortgage, and consumer loans and receives deposits from customers located primarily in central and northern Indiana, northeast Illinois, and central Ohio and southeast Michigan counties. The Bank’s loans are generally secured by specific items of collateral, including real property, consumer assets and business assets.


A brief description of current accounting practices and current valuation methodologies are presented below.


CONSOLIDATION of the Corporation's financial statements include the accounts of the Corporation and all its subsidiaries, after elimination of all material intercompany transactions.


BUSINESS COMBINATIONS are accounted for under the acquisition method of accounting. Under the acquisition method, assets and liabilities of the business acquired are recorded at their estimated fair values as of the date of acquisition with any excess of the cost of the acquisition over the fair value of the net tangible and intangible assets acquired recorded as goodwill. Results of operations of the acquired business are included in the income statement from the date of acquisition.


AVAILABLE FOR SALE SECURITIES are recorded at fair value on a recurring basis with the unrealized gains and losses, net of applicable income taxes, recorded in other comprehensive income. Realized gains and losses are recorded in earnings and the prior fair value adjustments are reclassified within stockholders' equity. Gains and losses on sales of securities are determined on the specific-identification method. Amortization of premiums and accretion of discounts are recorded as interest income from securities.


Available for sale and held to maturity securities are evaluated for OTTI at least on a quarterly basis, and more frequently when economic or market conditions warrant such an evaluation. The investment securities portfolio is evaluated for OTTI by segregating the portfolio into two general segments and applying the appropriate OTTI model. Investment securities are generally evaluated for OTTI under ASC 320, Investments - Debt and Equity Securities. However, certain purchased beneficial interest, including certain non-agency government-sponsored mortgage-backed securities, asset-backed securities and collateralized debt obligations are evaluated using the model outlined in ASC 325-10, Investments - Other.

In determining OTTI, under ASC 320, management considers many factors, including: (1) the length of time and the extent to which the fair value has been less than cost, (2) the financial condition and near term prospects of the issuer, (3) whether the market decline was affected by macroeconomic conditions, and (4) whether the Corporation has the intent to sell the debt security or more likely than not, will be required to sell the debt security before its anticipated recovery. The assessment of whether an other-than-temporary decline exists involves a high degree of subjectivity and judgment and is based on the information available to management at a point in time.


When OTTI occurs, the amount of OTTI recognized in the income statement depends on whether the Corporation intends to sell the security or it is more likely than not that the Corporation will be required to sell the security before recovery of its amortized cost basis, less any recognized credit loss. If the intent is to sell, or it is more likely than not that the Corporation will be required to sell the security before recovery of its amortized cost basis, less any recognized credit loss, the OTTI shall be recognized in earnings equal to the entire difference between the investment’s amortized cost basis, less any recognized credit loss, and its fair value at the balance sheet date. If the intent is not to sell the security and it is not more likely than not that the Corporation will be required to sell the security before the recovery of its amortized cost basis less any recognized credit loss, the OTTI has been separated into the amount representing the credit loss and the amount related to all other factors. The amount of the total OTTI related to the credit loss is determined based on the present value of cash flows expected to be collected and is recognized in earnings. The amount of the total OTTI related to other factors is recognized in other comprehensive income, net of applicable income taxes. The previous amortized cost basis less the OTTI recognized in earnings becomes the new amortized cost basis of the investment.


58

Table of Contents
PART II: ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(table dollar amounts in thousands, except share data)



HELD TO MATURITY SECURITIES are classified as held to maturity when the Corporation has the positive intent and ability to hold the securities to maturity. Securities held to maturity are carried at amortized cost.  For held to maturity debt securities, the amount of an OTTI recorded in other comprehensive income for the noncredit portion of a previous other-than-temporary impairment is amortized prospectively over the remaining life of the security on the basis of the timing of future estimated cash flows of the security.


LOANS HELD FOR SALE are carried at the principal amount outstanding. The carrying amount approximates fair value due to the short duration between origination and the date of sale.



60

Table of Contents
PART II: ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(table dollar amounts in thousands, except share data)



LOANS held in the Corporation’s loan portfolio are carried at the principal amount outstanding, net of unearned income.income and principal charge-offs. Certain non-accrual, substantially delinquent and renegotiated loans classified as troubled debt restructures may be considered to be impaired in accordance with ASC 310, Receivables. Under ASC 310,310-10, a loan is impaired when, based on current information or events, it is probable that the Bank will be unable to collect all amounts due (principal and interest) according to the contractual terms of the loan agreement.agreement are uncollectible. Renegotiated consumer loans classified as troubled debt restructures are considered to be impaired. In applying the provisions of ASC 310,310-10, the Corporation considers all other investments in one-to-four family residential loans and consumer installment loans to be homogeneous and therefore excluded from separate identification for evaluation of impairment. Interest income is accrued on the principal balances of loans. The accrual of interest is discontinued on a loan when, in management’s opinion, the borrower may be unable to meet payments as they become due. When the interest accrual is discontinued, all unpaid accrued interest is reversed against earnings when considered uncollectible. Interest income accrued in the prior year, if any, is charged to the allowance for loan losses. Interest income is subsequently recognized only to the extent cash payments are received and the loan is returned to accruing status. Certain loan fees and direct costs are being deferred and amortized as an adjustment of yield on the loans.

Impaired loans are carried at the fair value of collateral if the loan is collateral dependent, or the present value of estimated future cash flows using the loan’s existing rate. A portion of the allowance for loan losses is allocated to impaired loans if the value of such loans is deemed to be less than the unpaid balance. If these allocations cause the allowance for loan losses to increase, such increase is reported as a component of the provision for loan losses. Loan losses are charged against the allowance when management believes the uncollectability of the loan is confirmed. The valuation would be considered Level 3, consisting of appraisals of underlying collateral and discounted cash flow analysis.


Interest income is accrued on the principal balances of loans. The accrual of interest is discontinued on a loan when, in management’s opinion, the borrower may be unable to meet payments as they become due. When the interest accrual is discontinued, all unpaid accrued interest is reversed against earnings when considered uncollectible. Interest income accrued in the prior year, if any, is charged to the allowance for loan losses. Interest income is subsequently recognized only to the extent cash payments are received and the loan is returned to accruing status. Certain loan fees and direct costs are being deferred and amortized as an adjustment of yield on the loans.

Loan commitments and letters-of-credit generally have short-term, variable-rate features and contain clauses which limit the Bank’s exposure to changes in customer credit quality. Accordingly, their carrying values, which are immaterial at the respective balance sheet dates, are reasonable estimates of fair value.


LOANS ACQUIRED IN BUSINESS COMBINATIONS with evidence of credit deterioration since origination and for which it is probable that all contractually required payments will not be collected are considered to be purchased credit impaired. Evidence of credit quality deterioration as of purchase dates may include information such as past-due and nonaccrual status, borrower credit scoresrisk grade and recent loan to value percentages. AcquiredPurchased credit-impaired loans are accounted for under the accounting guidance for loans and debt securities acquired with deteriorated credit quality (ASC 310-30). These loans are initially measured at fair value based upon expected cash flows without anticipation of prepayments and includes estimated future credit losses expected to be incurred over the life of the loans. As a result, related discounts are recognized subsequently through accretion based on the expected cash flows of the acquired loans. For purposes of applying ASC 310-30, loans acquired in business combinations are individually evaluated for the initial fair value measurement. Accordingly, allowances for credit losses related to these loans are not carried over and recorded at the acquisition date.


The difference between contractually required payments and the cash flows expected to be collected at acquisition is referred to as the nonaccretable portion of the fair value discount or premium. The accretable portion of the fair value discount or premium is the difference between the expected cash flows and the net present value of expected cash flows, with such difference accreted into earnings over the term of the loans. Acquired loans not accounted for under ASC 310-30 are accounted for under ASC 310-20, which allows the fair value adjustment to be accreted into income over the remaining life of the loans.


ALLOWANCE FOR LOAN LOSSES is maintained to absorb losses inherent in the loan portfolio and is based on ongoing, quarterly assessments of the probable losses inherent in the loan portfolio. The allowance is increased by the provision for loan losses, which is charged against current operating results. Loan losses are charged against the allowance when management believes the uncollectability of a loan balance is confirmed. Subsequent recoveries, if any, are credited to the allowance. The Corporation’s strategy for credit risk management includes credit policies and underwriting criteria for all loans, as well as an overall credit limit for each customer significantly below legal lending limits. The strategy also emphasizes diversification on regional geographic and industry levels, regular credit quality reviews and management reviews of large credit exposures and loans experiencing deterioration of credit quality.


The Corporation’s methodology for assessing the appropriateness of the allowance consists of three3 key elements – the determination of the appropriate reserves for impaired loans accounted for under ASC 310,310-10, probable losses estimated from historical loss rates, and probable losses resulting from economic, environmental, qualitative or other deterioration above and beyond what is reflected in the first two components of the allowance.


Commercial relationships greater than $500,000 that exhibit probable or observed credit weaknesses are subject to individual review. Where appropriate, reserves are allocated to individual loans based on management’s estimate of the borrower’s ability to repay the loan given the availability of collateral, other sources of cash flow and legal options available to the Corporation. Included in the review of individual loansLoans individually evaluated for impairment are those deemed impaired in accordance with ASC 310-10, including commercial relationships greater than $500,000 that are impaired as provided in ASC 310.exhibit well defined credit weaknesses. Any allowances for impaired loans are measured based on the fair value of the underlying collateral, if collateral dependent, or the present value of expected future cash flows discounted at the loan’s effective interest rate. The Corporation evaluates the collectability of principal when assessing the need for a loss accrual. Historical loss rates are applied to other commercial loans not subject to specific reserve allocations.


59

Table of Contents
PART II: ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(table dollar amounts in thousands, except share data)




The historical allocation for commercial loans graded pass are established by loan segments using loss rates based on the Corporation’s migration analysis. This migration analysis shows the loss rates for each segment of loans based on the loan grades at the beginning of the twelve month period. This loss rate is then applied to the current portfolio of loans in each respective loan segment.



61

Table of Contents
PART II: ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(table dollar amounts in thousands, except share data)



Homogenous loans, such as consumer installment and residential mortgage loans, are not individually risk graded. Reserves are established for each segment of loans using loss rates based on charge-offs for the same period as the migration analysis used for commercial loans.


Historical loss allocations for commercial and consumer loans may be adjusted for significant factors that, in management’s judgment, reflect the impact of any current conditions on loss recognition. Factors which management considers in the analysis include the effects of the national and local economies, trends in loan growth and charge-off rates, changes in mix, concentration of loans in specific industries, asset quality trends (delinquencies, charge-offs and non-accrual loans), risk management and loan administration, changes in the internal lending policies and credit standards, examination results from bank regulatory agencies and the Corporation’s internal loan review.


PENSION benefits are provided to the Corporation’s employees. Its accounting policies related to pensions and other post retirement benefits reflect the guidance in ASC 715, Compensation – Retirement Benefits. The Corporation does not consolidate the assets and liabilities associated with the pension plan. Instead, the Corporation recognizes the funded status of the plan in the consolidated balance sheets. The measurement of the funded status and the annual pension expense involves actuarial and economic assumptions. Various statistical and other factors, which attempt to anticipate future events, are used in calculating the expense and liabilities related to the plans. Key factors include assumptions on the expected rates of return on plan assets, discount rates, expected rates of salary increases and health care costs and trends. The Corporation considers market conditions, including changes in investment returns and interest rates in making these assumptions. The primary assumptions used in determining the Corporation’s pension and post retirement benefit obligations and related expenses are presented in NOTE 20.21. PENSION AND OTHER POST RETIREMENT BENEFIT PLANS of these Notes to Consolidated Financial Statements.


PREMISES AND EQUIPMENT is carried at cost net of accumulated depreciation. Depreciation is computed using the straight-line and declining balance methods based on the estimated useful lives of the assets ranging from three to forty years. Maintenance and repairs are expensed as incurred, while major additions and improvements, which extend the useful life, are capitalized. Gains and losses on dispositions are included in current operations.


FEDERAL HOME LOAN BANK STOCK is a required investment for institutions that are members of the FHLB. The Bank is a member of the FHLB of Indianapolis. Members are required to own a certain amount of stock based on the level of borrowings and other factors, and may invest in additional amounts. FHLB stock is carried at cost, classified as a restricted security, and periodically evaluated for impairment based on ultimate recovery of par value. Both cash and stock dividends are reported as income.


INTANGIBLE ASSETS that are subject to amortization, including core deposit intangibles, are being amortized on both the straight-line and accelerated basis over two to twenty years.ten years. Intangible assets are periodically evaluated as to the recoverability of their carrying value.


GOODWILL is maintained by applying the provisions of ASC 350, Intangibles – Goodwill and Other. For purchase acquisitions, the Corporation is required to record the assets acquired, including identified intangible assets, and the liabilities assumed at their fair value, which in many instances involves estimates based on third party valuations, such as appraisals, or internal valuations based on discounted cash flow analysis or other valuation techniques that may include estimates of attrition, inflation, asset growth rates or other relevant factors. In addition, the determination of the useful lives for which an intangible asset will be amortized is subjective.


Under ASC 350, the Corporation is required to evaluate goodwill for impairment on an annual basis, as well as on an interim basis, if events or changes indicate that the asset may be impaired, indicating that the carrying value may not be recoverable. The Corporation has historically elected to test for goodwill impairment as of October 1 of each year and has determined that no impairment exists.


BANK OWNED LIFE INSURANCE has been purchased on certain employees and directors of the Corporation.Corporation to offset a portion of the employee benefit costs. The Corporation records the life insurance at the amount that can be realized under the insurance contract at the balance sheet date, which is the cash surrender value adjusted for other charges or amounts due that are probable at settlement. Changes in cash surrender values and death benefits received in excess of cash surrender values are reported in non-interest income. A corporate policy is in place with defined thresholds that limit the amount of credit, interest rate and liquidity risk inherent in a BOLI portfolio. The Corporation actively monitors the overall portfolio performance along with the credit quality of the insurance carriers and the credit quality and yield of the underlying investments.


OTHER REAL ESTATE OWNED consists of assets acquired through, or in lieu of, loan foreclosure and are held for sale. They are initially recorded at fair value less cost to sell at the date of foreclosure, establishing a new cost basis.  Subsequent to foreclosure, valuations are periodically performed by management and the assets are carried at the lower of carrying amount or fair value less cost to sell.  Revenue and expenses from operations and changes in the valuation are included in other real estate owned and foreclosure expenses. Other real estate owned also includes bank premises formerly, but no longer used for banking. Bank premises are transferred at the lower of carrying value or fair value less cost to sell.


DERIVATIVE INSTRUMENTS are carried at the fair value of the derivatives and reflects the estimated amounts that would have been received to terminate these contracts at the reporting date based upon pricing or valuation models applied to current market information.


As part of the asset/liability management program, the Corporation will utilize, from time to time, interest rate floors, caps or swaps to reduce its sensitivity to interest rate fluctuations. These are derivative instruments, which are recorded as assets or liabilities in the consolidated balance sheets at fair value. Changes in the fair values of derivatives are reported in the consolidated statements of operations or AOCI depending on the use of the derivative and whether the instrument qualifies for hedge accounting. The key criterion for the hedge accounting is that the hedged relationship must be highly effective in achieving offsetting changes in those cash flows that are attributable to the hedged risk, both at inception of the hedge and on an ongoing basis.




6062

Table of Contents
PART II: ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(table dollar amounts in thousands, except share data)






Derivatives that qualify for the hedge accounting treatment are designated as either: (1) a hedge of the fair value of the recognized asset or liability, or of an unrecognized firm commitment (a fair value hedge); or (2) a hedge of a forecasted transaction or the variability of cash flows to be received or paid related to a recognized asset or liability (a cash flow hedge). To date, the Corporation has only entered into a cash flow hedge. For cash flow hedges, changes in the fair values of the derivative instruments are reported in AOCI to the extent the hedge is effective. The gains and losses on derivative instruments that are reported in AOCI are reflected in the consolidated statements of income in the periods in which the results of operations are impacted by the variability of the cash flows of the hedged item. Generally, net interest income is increased or decreased by amounts receivable or payable with respect to the derivatives, which qualify for hedge accounting. At inception of the hedge, the Corporation establishes the method it uses for assessing the effectiveness of the hedging derivative and the measurement approach for determining the ineffective aspect of the hedge. The ineffective portion of the hedge, if any, is recognized in the consolidated statements of income. The Corporation excludes the time value expiration of the hedge when measuring ineffectiveness.


The Corporation offers interest rate derivative products (e.g. interest rate swaps) to certain of its high-quality commercial borrowers. This product allows customers to enter into an agreement with the Corporation to swap their variable rate loan to a fixed rate. These derivative products are designed to reduce, eliminate or modify the risk of changes in the borrower’s interest rate or market price risk. The extension of credit incurred through the execution of these derivative products is subject to the same approvals and rigorous underwriting standards as the related traditional credit product. The Corporation limits its risk exposure to these products by entering into a mirror-image, offsetting swap agreement with a separate, well-capitalized and rated counterparty previously approved by the Credit and Asset Liability Committee. By using these interest rate swap arrangements, the Corporation is also better insulated from the interest rate risk associated with underwriting fixed-rate loans. These derivative contracts are not designated against specific assets or liabilities under ASC 815, Derivatives and Hedging, and, therefore, do not qualify for hedge accounting. The derivatives are recorded on the balance sheet at fair value and changes in fair value of both the customer and the offsetting swap agreements are recorded (and essentially offset) in non-interest income. The fair value of the derivative instruments incorporates a consideration of credit risk (in accordance with ASC 820, Fair Value Measurements and Disclosures), resulting in some volatility in earnings each period.


INCOME TAXSECURITIES SOLD UNDER REPURCHASE AGREEMENTS represent securities the Corporation routinely sells to certain treasury management customers and then repurchases these securities the next day. Securities sold under repurchase agreements are reflected as secured borrowings in the consolidated statementsbalance sheets at the amount of income includes deferred income tax provisionscash received in connection with each transaction.

REVENUE RECOGNITION guidance was adopted by the Corporation on January 1, 2018. ASU 2014-09 establishes principles for reporting information about the nature, amount, timing and uncertainty of revenue and cash flows arising from the entity's contracts to provide goods or benefitsservices to customers. The core principle requires an entity to recognize revenue to depict the transfer of goods or services to customers in an amount that reflects the consideration that it expects to be entitled to receive in exchange for all significant temporary differences in recognizing incomethose goods or services recognized as performance obligations are satisfied.

The majority of the Corporation's revenue-generating transactions are not subject to ASU 2014-09, including revenue generated from financial instruments, such as loans, letters of credit, derivatives and expenses for financial reporting and income tax purposes.investment securities, as well as revenue related to mortgage servicing activities, as these activities are subject to other GAAP discussed elsewhere within the disclosures. The Corporation files consolidatedhas evaluated the nature of its contracts with customers and determined that further disaggregation of revenue from contracts with customers into more granular categories beyond what is presented in the Consolidated Statements of Income was not necessary. Descriptions of revenue-generating activities that are within the scope of ASU 2014-09, which are presented in our income tax returns with its subsidiaries.statements are as follows:

Service charges on deposit accounts: The Corporation earns fees from its deposit customers for transaction-based, account maintenance and overdraft services. Transaction-based fees, which include services such as ATM use fees, stop payment charges, statement rendering and ACH fees, are recognized at the time the transaction is generally no longer subject to U.S. federal, state and local income tax examinations by tax authorities for tax years before 2014.

The Corporation adoptedexecuted, which is the provisions of the ASC 740, Income Taxes, which prescribes a recognition threshold and measurement attribute for the financial statement recognition and measurement of a tax position taken or expected to be takenpoint in a tax return. ASC 740 also provides guidance on derecognition, classification, interest and penalties, accounting in interim periods, disclosure and transition. As a result of the implementation of ASC 740,time the Corporation did not identify any uncertain tax positions that it believes should be recognized infulfills the financial statements. The Corporation's policy iscustomer's request. Account maintenance fees, which relate primarily to recognize interest and penalties related to unrecognized tax benefits, if any, as a component of income tax expense.

STOCK OPTION AND RESTRICTED STOCK AWARD PLANSmonthly maintenance, are maintained byearned monthly, representing the Corporation. The compensation costsperiod which the Corporation satisfies the performance obligation. Overdraft fees are recognized at the point in time that the overdraft occurs. Service charges on deposits are withdrawn from the customer's account balance.

Fiduciary activities: This represents monthly fees due from wealth management customers as consideration for stock optionsmanaging the customers' assets. Wealth management and restricted stock awards issued to employeestrust services include custody of assets, investment management, fees for trust services and directorssimilar fiduciary activities. These fees are primarily earned over time as the Corporation provides the contracted monthly or quarterly services and are generally assessed based on the fairmarket value of these awardsassets under management at month-end. Fees that are transaction-based are recognized at the date of grant. A Black-Scholes modelpoint in time that the transaction is utilizedexecuted.

Investment Brokerage Fees: The Corporation earns fees from investment brokerage services provided to estimateits customers by a third-party service provider. The Corporation receives commissions from the fair value of stock options.third-party provider on a monthly basis based upon customer activity for the month. The market pricefees are paid to us by the third party on a monthly basis and are recognized when received.

Interchange income: The Corporation earns interchange fees from debit and credit cardholder transactions conducted through the Visa and MasterCard payment networks. Interchange fees from cardholder transactions represent a percentage of the Corporation’s common stockunderlying transaction value and are recognized concurrent with the transaction processing services provided to the cardholder.

Gains (Losses) on Sales of OREO: The Corporation records a gain or loss from the sale of OREO when control of the property transfers to the buyer, which generally occurs at the datetime of grantan executed deed. When the Corporation finances the sale of OREO to the buyer, the Corporation assesses whether the buyer is used for restricted stock awards. Compensation expensecommitted to perform their obligations under the contract and whether collectability of the transaction price is recognized overprobable. Once these criteria are met, the appropriate service period, whichOREO asset is generally twoderecognized and the gain or three years.loss on sale is recorded upon the transfer of control of the property to the buyer. In determining the gain or loss on the sale, the Corporation adjusts the transaction price and related gain (loss) on sale if a significant financing component is present.


63

Table of Contents
PART II: ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(table dollar amounts in thousands, except share data)



TRANSFERS OF FINANCIAL ASSETS are accounted for as sales, when control over the assets has been surrendered. Control over transferred assets is deemed to be surrendered when (1) the assets have been isolated from the Corporation and put presumptively beyond the reach of the transferor and its creditors, even in bankruptcy or other receivership, (2) the transferee obtains the right (free of conditions that constrain it from taking advantage of that right) to pledge or exchange the transferred assets and (3) the Corporation does not maintain effective control over the transferred assets through an agreement to repurchase them before their maturity or the ability to unilaterally cause the holder to return specific assets.


STOCK OPTION AND RESTRICTED STOCK AWARD PLANS are maintained by the Corporation. The compensation costs are recognized for stock options and restricted stock awards issued to employees and directors based on the fair value of these awards at the date of grant. A Black-Scholes model is utilized to estimate the fair value of stock options.  The market price of the Corporation’s common stock at the date of grant is used for restricted stock awards. Compensation expense is recognized over the appropriate service period, which is generally two or three years.

INCOME TAX in the consolidated statements of income includes deferred income tax provisions or benefits for all significant temporary differences in recognizing income and expenses for financial reporting and income tax purposes. The Corporation files consolidated income tax returns with its subsidiaries. The Corporation is generally no longer subject to U.S. federal, state and local income tax examinations by tax authorities for tax years before 2016.

The Corporation adopted the provisions of the ASC 740, Income Taxes, which prescribes a recognition threshold and measurement attribute for the financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return. ASC 740 also provides guidance on derecognition, classification, interest and penalties, accounting in interim periods, disclosure and transition. As a result of the implementation of ASC 740, the Corporation did not identify any uncertain tax positions that it believes should be recognized in the financial statements. The Corporation's policy is to recognize interest and penalties related to unrecognized tax benefits, if any, as a component of income tax expense.

NET INCOME PER SHARE is computed by dividing net income available to common shareholders by the weighted-average number of shares of common stock outstanding. Diluted net income per share is computed by dividing net income available to common shareholders by the weighted-average number of shares of common stock outstanding, plus the dilutive effect of outstanding stock options and nonvested restricted stock.


RECLASSIFICATIONS have been made to prior financial statements to conform to the current financial statement presentation. These reclassifications had no effect on net income.


RECENT ACCOUNTING CHANGES ADOPTED IN 2019



FASB Accounting Standards Update No. 2018-11 - Leases (Topic 842): Targeted Improvements - The FASB issued Accounting Standards Update (ASU) No. 2018-11, Leases (Topic 842): Targeted Improvements. This ASU was intended to reduce costs and ease implementation of the leases standard for financial statement preparers. ASU 2018-11 provided a new transition method and a practical expedient for separating components of a contract. ASU 2018-11 provided entities with an additional (and optional) transition method to adopt the new leases standard. Under this new transition method, an entity initially applied the new leases standard at the adoption date and recognized a cumulative-effect adjustment to the opening balance of retained earnings in the period of adoption. Consequently, the Corporation's reporting for the comparative periods presented in the financial statements in the period of adoption is in accordance with GAAP in Topic 840, Leases. The Corporation must provide the required Topic 840 disclosures for all periods that continue to be in accordance with Topic 840. The amendments did not change the existing disclosure requirements in Topic 840 (for example, they did not create interim disclosure requirements that the Corporation previously was not required to provide). The Corporation adopted this new transition method on January 1, 2019, but did not recognize a cumulative-effect adjustment to the opening balance of retained earnings at adoption. Lease disclosures are included in NOTE 10. LEASES of these Notes to Consolidated Financial Statements.

The amendments in ASU 2018-11 provided lessors with a practical expedient, by class of underlying asset, to not separate non-lease components from the associated lease component and, instead, to account for those components as a single component if the non-lease components otherwise would be accounted for under the new revenue guidance (Topic 606) and both of the following are met:

The timing and pattern of transfer of the non-lease component(s) and associated lease component are the same.
The lease component, if accounted for separately, would be classified as an operating lease.

An entity electing this practical expedient (including an entity that accounts for the combined component entirely in Topic 606) is required to disclose certain information, by class of underlying asset, as specified in the ASU. The Corporation elected the practical expedient to not separate non-lease components from the associated lease component at adoption, which was January 1, 2019.


6164

Table of Contents
PART II: ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(table dollar amounts in thousands, except share data)






FASB Accounting Standards Update No. 2018-07 - Compensation - Stock Compensation (Topic 718): Improvements to Nonemployee Share-Based Payment Accounting- The FASB issued an Accounting Standards Update (ASU) intended to reduce cost and complexity and to improve financial reporting for non-employee share-based payments. The ASU expanded the scope of Topic 718, Compensation-Stock Compensation (which currently only includes share-based payments to employees) to include share-based payments issued to non-employees for goods or services. Consequently, the accounting for share-based payments to non-employees and employees is substantially aligned. The ASU supersedes Subtopic 505-50, Equity-Equity-Based Payments to Non-Employees. The Corporation adopted the standard in the first quarter of 2019 and adoption of the standard did not have a significant effect on the Corporation’s consolidated financial statements.

FASB Accounting Standards Update No. 2017-08 - Receivables - Nonrefundable Fees and Other Costs (Subtopic 310-20): Premium Amortization on Purchased Callable Debt Securities- The FASB issued Accounting Standards Update (ASU) No. 2017-08, Receivables-Nonrefundable Fees and Other Costs (Subtopic 310-20): Premium Amortization on Purchased Callable Debt Securities. The ASU shortened the amortization period for certain callable debt securities held at a premium to the earliest call date. Under previous GAAP, entities normally amortized the premium as an adjustment of yield over the contractual life of the instrument. Stakeholders expressed concerns with the approach on the basis that GAAP excluded certain callable debt securities from consideration of early repayment of principal even if the holder was certain the call would be exercised. As a result, upon the exercise of a call on a callable debt security held at a premium, the unamortized premium was recorded as a loss in earnings. Further, there was diversity in practice (1) in the amortization period for premiums of callable debt securities, and (2) in how the potential for exercise of a call was factored into current impairment assessments. Another issue was that the practice in the United States was to quote, price, and trade callable debt securities using a model that incorporated consideration of calls (also referred to as “yield-to-worst” pricing). The ASU shortened the amortization period for certain callable debt securities held at a premium and required the premium to be amortized to the earliest call date. However, the amendments did not require an accounting change for securities held at a discount; the discount continues to be amortized to maturity.

The Corporation was required to apply the amendments on a modified retrospective basis through a cumulative-effect adjustment directly to retained earnings at adoption. The Corporation adopted ASU 2017-08 on January 1, 2019 and adoption of the standard did not have a significant effect on the Corporation’s consolidated financial statements.

FASB Accounting Standards Update No. 2016-02 - Leases (Topic 842) - The FASB issued new lease accounting guidance in Accounting Standards Update (ASU) No. 2016-02, Leases (Topic 842). Under the new guidance, lessees recognize the following for all leases (with the exception of short-term leases) at the commencement date:

A lease liability, which is a lessee‘s obligation to make lease payments arising from a lease, measured on a discounted basis; and
A right-of-use ("ROU") asset, which is an asset that represents the lessee’s right to use, or control the use of, a specified asset for the lease term.

Under the new guidance, lessor accounting is largely unchanged. Certain targeted improvements were made to align, where necessary, lessor accounting with the lessee accounting model and Topic 606, Revenue from Contracts with Customers. The new lease guidance simplified the accounting for sale and leaseback transactions primarily because lessees must recognize lease assets and lease liabilities. Lessees are no longer provided with a source of off-balance sheet financing.

The Corporation elected the package of practical expedients permitted under the transition guidance within the new standard, which among other things, allowed the Corporation to carry forward the historical lease classification. The Corporation elected to not apply ASC 842 to short-term leases (leases with a term of 12 months or less). Leases with an initial term of 12 months or less are not recorded on the balance sheet as the Corporation expenses the lease on a straight-line basis over the lease term. The Corporation also elected the practical expedient to not separate nonlease components from lease components. Variable payments are not included as part of the consideration of a lease contract and all of the Corporation's nonlease components contain variable payments; therefore, this election will not have any impact on the ROU asset or lease liability.

The Corporation adopted this ASU on January 1, 2019 and recorded a ROU asset of $23.3 million and a lease liability of $23.8 million at adoption. Lease disclosures are included in NOTE 10. LEASES of these Notes to Consolidated Financial Statements.

NEW ACCOUNTING PRONOUNCEMENTS TO BE ADOPTED AFTER 2019

The Corporation continually monitors potential accounting changes and pronouncements. The following pronouncements have been deemed to have the most applicability to the Corporation's financial statements:

FASB Accounting Standards Update No. 2019-11 - Codification Improvements to Topic 326, Financial Instruments - Credit Losses

Summary - The FASB issued an Accounting Standards Update (ASU) that addressed issues raised by stakeholders during the implementation of ASU No. 2016-13, Financial Instruments-Credit Losses (Topic 326): Measurement of Credit Losses of Financial Instruments.

Among other narrow-scope improvements, the new ASU clarifies guidance around how to report expected recoveries. “Expected recoveries” describes a situation in which an organization recognizes a full or partial write-off of the amortized cost basis of a financial asset, but then later determines that the amount written off, or a portion of that amount, will in fact be recovered. While applying the credit losses standard, stakeholders questioned whether expected recoveries were permitted on assets that had already shown credit deterioration at the time of purchase (also known as PCD assets).

65

Table of Contents
PART II: ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(table dollar amounts in thousands, except share data)



In response to this question, the ASU permits organizations to record expected recoveries on PCD assets. In addition to other narrow technical improvements, the ASU also reinforces existing guidance that prohibits organizations from recording negative allowances for available-for-sale debt securities.

The ASU includes effective dates and transition requirements that vary depending on whether or not an entity has already adopted ASU 2016-13. The Corporation adopted the standard on January 1, 2020, but adoption of the standard did not have a significant impact on the Corporation’s consolidated financial statements.

FASB Accounting Standards Update No. 2018-15 - Intangibles - Goodwill and Other - Internal-Use Software (Subtopic 350-40): Customer's Accounting for Implementation Costs Incurred in a Cloud Computing Arrangement That Is a Service Contract

Summary - The FASB has issued Accounting Standards Update (ASU) No. 2018-15, Intangibles-Goodwill and Other-Internal-Use Software (Subtopic 350-40): Customer’s Accounting for Implementation Costs Incurred in a Cloud Computing Arrangement That Is a Service Contract, which reduces complexity for the accounting for costs of implementing a cloud computing service arrangement. This standard aligns the accounting for implementation costs of hosting arrangements, regardless of whether they convey a license to the hosted software.

The ASU aligns the following requirements for capitalizing implementation costs:
Those incurred in a hosting arrangement that is a service contract, and
Those incurred to develop or obtain internal-use software (and hosting arrangements that include an internal-use software license).

For calendar-year public companies, the changes will be effective for fiscal years ending after December 15, 2019. For all other calendar-year companies and organizations, the changes will be effective for fiscal years ending after December 15, 2020. The Corporation adopted the standard on January 1, 2020, but adoption of the standard did not have a significant impact on the Corporation’s consolidated financial statements.

FASB Accounting Standards Update No. 2018-14 - Compensation - Retirement Benefits - Defined Benefit Plans - General (Subtopic 715-20): Disclosure Framework - Changes to the Disclosure Requirements for Defined Benefit Plans

Summary - The FASB has issued ASU No. 2018-14, Compensation - Retirement Benefits - Defined Benefit Plans - General (Subtopic 715-20): Disclosure Framework - Changes to the Disclosure Requirements for Defined Benefit Plans, that applies to all employers that sponsor defined benefit pension or other postretirement plans. The amendments modify the disclosure requirements for employers that sponsor defined benefit pension or other postretirement plans.

Disclosure Requirements Deleted
The amounts in accumulated other comprehensive income expected to be recognized as components of net periodic benefit cost over the next fiscal year.
The amount and timing of plan assets expected to be returned to the employer.
Related party disclosures about the amount of future annual benefits covered by insurance and annuity contracts and significant transactions between the employer or related parties and the plan.
For public entities, the effects of a one-percentage-point change in assumed health care cost trend rates on the (a) aggregate of the service and interest cost components of net periodic benefit costs and (b) benefit obligation for postretirement health care benefits.

Disclosure Requirements Added
An explanation of the reasons for significant gains and losses related to changes in the benefit obligation for the period.

The amendments also clarify the disclosure requirements in paragraph 715-20-50-3, which state that the following information for defined benefit pension plans should be disclosed:
The projected benefit obligation (PBO) and fair value of plan assets for plans with PBOs in excess of plan assets.
The accumulated benefit obligation (ABO) and fair value of plan assets for plans with ABOs in excess of plan assets.

ASU No. 2018-14 is effective for fiscal years ending after December 15, 2020, for public business entities and for fiscal years ending after December 15, 2021, for all other entities. Early adoption is permitted for all entities. The Corporation adopted the standard January 1, 2020, but adoption of the standard did not have a significant impact on the Corporation’s disclosures.

FASB Accounting Standards Update No. 2018-13 - Fair Value Measurement (Topic 820): Disclosure Framework - Changes to the Disclosure Requirements for Fair Value Measurement

Summary - The FASB has issued ASU No. 2018-13, Fair Value Measurement (Topic 820): Disclosure Framework - Changes to the Disclosure Requirements for Fair Value Measurement. ASU No. 2018-13 modifies the disclosure requirements on fair value measurements in Topic 820. Certain disclosure requirements related to transfers between Level 1 and Level 2 of the fair value hierarchy and Level 3 valuation process were removed from Topic 820. Disclosures were also added to Topic 820 for changes in unrealized gains and losses for the period included in other comprehensive income for recurring Level 3 fair value measurements held at the end of the reporting period and the range and weighted average of significant unobservable inputs used to develop Level 3 fair value measurements.

66

Table of Contents
PART II: ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(table dollar amounts in thousands, except share data)



In addition, the amendments eliminate at a minimum from the phrase “an entity shall disclose at a minimum” to promote the appropriate exercise of discretion by entities when considering fair value measurement disclosures and to clarify that materiality is an appropriate consideration of entities and their auditors when evaluating disclosure requirements.

The amendments in ASU No. 2018-13 are effective for all entities for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2019. The amendments on changes in unrealized gains and losses, the range and weighted average of significant unobservable inputs used to develop Level 3 fair value measurements, and the narrative description of measurement uncertainty should be applied prospectively for only the most recent interim or annual period presented in the initial fiscal year of adoption. All other amendments should be applied retrospectively to all periods presented upon their effective date. Early adoption is permitted. An entity is permitted to early adopt any removed or modified disclosures upon issuance of ASU No. 2018-13 and delay adoption of the additional disclosures until their effective date. The Corporation adopted the standard January 1, 2020, but adoption of the standard did not have a significant impact on the Corporation’s disclosures.

FASB Accounting Standards Update No. 2016-13, Financial Instruments - Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments

Summary - The FASB has issued Accounting Standards Update (ASU) No. 2016-13, Financial Instruments - Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments. This new guidance was issued to address concerns that current generally accepted accounting principles (GAAP) restricts the ability to record credit losses that are expected, but do not yet meet the “probable” threshold by replacing the current “incurred loss” model for recognizing credit losses with an “expected life of loan loss” model referred to as the Current Expected Credit Loss (CECL) model.

Under the CECL model, certain financial assets carried at amortized cost, such as loans held for investment and held-to-maturity debt securities, are required to be presented at the net amount expected to be collected. The measurement of expected credit losses is to be based on information about past events, including historical experience, current conditions, and reasonable and supportable forecasts that affect the collectability of the reported amount. This measurement will take place at the time the financial asset is first added to the balance sheet and periodically thereafter. This differs significantly from the “incurred loss” model required under current GAAP, which delays recognition until it is probable a loss has been incurred. The change could materially affect how the allowance for loan losses is determined and cause a charge to earnings through the provision for loan losses. Such charge would adversely affect the financial condition of the Corporation.

The ASU is effective for SEC filers for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2019 (i.e., January 1, 2020, for calendar year entities). The Corporation adopted this ASU January 1, 2020.

The Corporation has developed models that satisfy the requirements of the new standard which will be governed by a system of internal controls and a cross-functional working group consisting of accounting, finance, and credit administration personnel. The loan portfolio was pooled into ten loan segments with similar risk characteristics for which the probability of default/loss given default methodology will be applied. The Corporation intends to utilize a one-year economic forecast period then revert to historical macroeconomic levels for the remaining life of the portfolio. A baseline macroeconomic scenario, along with three other scenarios, will be used to develop a range of estimated credit losses for which to determine the best estimate within.

The Corporation will record a one-time cumulative-effect adjustment to retained earnings, net of income taxes, on the consolidated balance sheet as of the beginning of the first quarter of 2020.  The allowance will increase by 55-65 percent because it will cover expected credit losses over the life of the loan portfolio, which approximates four years, and it includes all purchased loans that were previously excluded from the allowance for loan losses calculation. CECL also requires the establishment of a reserve for potential losses from unfunded commitments that is recorded in other liabilities, separate from allowance for credit losses, which is estimated to be approximately $18 million.


NOTE 2


ACQUISITIONSACQUISITION


Independent Alliance Banks, Inc.MBT Financial Corp.


On November 21, 2016, the Corporation purchased 495,112 shares, or 12.1 percent, of IAB's outstanding common stock from an IAB shareholder for $19.8 million, or $40.00 per share. On July 14, 2017,September 1, 2019, the Corporation acquired the remaining shares100 percent of IAB common stock. IAB, an Indiana Corporation,MBT. MBT, a Michigan corporation, merged with and into the Corporation, whereupon the separate corporate existence of IABMBT ceased and the Corporation survived. Immediately following the merger, IAB'sMBT's wholly-owned subsidiary, iAB FinancialMonroe Bank & Trust, merged with and into the Bank, with the Bank continuing as the surviving bank.


IABMBT was headquartered in Fort Wayne, IndianaMonroe, Michigan and had 1620 banking centers serving the Fort WayneMonroe market. Pursuant to the merger agreement, each IABMBT shareholder received 1.6530.275 shares of the Corporation's common stock for each outstanding share of IABMBT common stock held. The Corporation issued approximately 6.06.4 million shares of common stock. The transaction value for the remaining shares of common stock, not owned by the Corporation,which was valued at approximately $238.8 million, resulting in a total purchase price of $258.6$229.9 million. The Corporation engaged in this transaction with the expectation that it would be accretive to income and add a new market area within Michigan that has a demographic profile consistent with many of the current Indiana and Ohio markets served by the Bank. Goodwill resulted from this transaction due to the expected synergies and economies of scale.


In the third quarter
67

Table of 2017, ASC 805-10 - Business Combinations, required the Corporation to remeasure the 12.1 percent equity interestContents
PART II: ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(table dollar amounts in IAB's common stock and recognize the resulting gain or loss, if any, in earnings. The remeasurement was based upon the closing price of IAB's common stock immediately prior to the acquisition announcement, and prior to the Corporation obtaining control of IAB. The trading price of IAB's common stock subsequent to the acquisition announcement included a control or acquisition premium and was not indicative of the fair value of the Corporation's pre-existing equity interest immediately prior to the acquisition announcement. The fair value of the equity interest in IAB's common stock after the remeasurement was $19.8 million. The Corporation recorded a $50,000 loss in 2017 as a result of the remeasurement and the loss is reflected in the Corporation's Consolidated Statements of Income in the line titled "Net realized gains on sales of available for sale securities."thousands, except share data)




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




Fair Value
Cash and cash equivalents
$10,222
Interest-bearing time deposits
281,228
Investment securities
212,235
Loans
732,578
Premises and equipment
21,664
Federal Home Loan Bank stock
4,148
Interest receivable
3,361
Cash surrender value of life insurance
59,545
Tax asset, deferred and receivable
5,205
Other assets
6,011
Deposits
(1,105,926)
Securities sold under repurchase agreements
(94,760)
Federal Home Loan Bank advances
(10,853)
Other liabilities
(9,807)
Net tangible assets acquired
114,851
Core deposit intangible
16,527
Goodwill
98,563
Purchase price
$229,941

  Fair Value
Cash and cash equivalents $6,016
Interest-bearing time deposits 248,212
Investment securities 4,078
Loans held for sale 594
Loans 725,382
Premises and equipment 10,107
Federal Home Loan Bank stock 4,810
Interest receivable 3,445
Cash surrender value of life insurance 26,964
Other assets 11,780
Deposits (862,271)
Securities sold under repurchase agreements (17,915)
Federal Home Loan Bank Advances (47,575)
Subordinated debentures (10,583)
Interest payable (1,005)
Other liabilities (14,472)
Net tangible assets acquired 87,567
Other Intangible assets 17,403
Goodwill 153,636
Purchase price $258,606



Of the total purchase price, $17,403,000 has been allocated to other intangible assets. Approximately $13.6 million$16,527,000 was allocated to a core deposit intangible, which will be amortized over its estimated life of 10 years. Approximately $3.8 million was allocated to a non-compete intangible, which will be amortized over its estimated life of 2 years. The remaining purchase price has beenwas allocated to goodwill, which is not deductible for tax purposes.




62

Table of Contents
PART II: ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(table dollar amounts in thousands, except share data)




Acquired loan data for IAB can be foundMBT is included in the table below:following table:
 Fair Value of Acquired Loans at Acquisition Date Gross Contractual Amounts Receivable at Acquisition Date Best Estimate at Acquisition Date of Contractual Cash Flows Not Expected to be Collected
Acquired receivables subject to ASC 310-30$3,531
 $6,840
 $2,733
Acquired receivables not subject to ASC 310-30$729,047
 $907,210
 $14,722

 Fair Value of Acquired Loans at Acquisition Date Gross Contractual Amounts Receivable at Acquisition Date Best Estimate at Acquisition Date of Contractual Cash Flows Not Expected to be Collected
Acquired receivables subject to ASC 310-30$4,838
 $14,131
 $8,352
Acquired receivables not subject to ASC 310-30$720,544
 $864,613
 $9,786




The Arlington Bank

On May 19, 2017, the Corporation acquired 100 percentPurchased loans with evidence of Arlington Bank. Arlington Bank, an Ohio savings bank, merged withcredit deterioration since origination and into the Bank, with the Bank continuing as the surviving bank. Arlington Bank was headquartered in Columbus, Ohio and had 3 banking centers serving the Columbus, Ohio market. Pursuant to the merger agreement, each Arlington Bank shareholder received 2.7245 shares of the Corporation's common stock for each outstanding share of Arlington Bank common stock held. The Corporation issued approximately 2.1 million shares of common stock, which was valuedit is probable at approximately $82.6 million. The Corporation engaged in this transaction with the expectation that it would be accretive to income and expand the existing footprint in Columbus, Ohio. Goodwill resulted from this transaction due to the expected synergies and economies of scale.

Under the acquisition method of accounting, the total purchase price is allocated to net tangible and intangible assets based on their current estimated fair values on the date of acquisition that the acquisition. Based on preliminary valuationsacquirer will not collect all contractually required principal and interest payments are accounted for under ASC 310-30, Loans Acquired with Deteriorated Credit Quality. The difference between contractually required payments and the cash flows expected to be collected at acquisition is referred to as the nonaccretable difference. The accretable portion of the fair value discount or premium is the difference between the expected cash flows and the net present value of tangible and intangible assets acquired and liabilities assumed, which are based on assumptions that are subject to change,expected cash flows, with such difference accreted into earnings over the purchase price for the Arlington Bank acquisition is detailed in the following table. If prior to the endterm of the one-year measurement period for finalizing the purchase price allocation, information becomes available which would indicate adjustments are required to the purchase price allocation, such adjustments will be included in the purchase price allocation retrospectively.loans.


  Fair Value
Cash and cash equivalents $48,532
Interest-bearing time deposits 292
Loans held for sale 7,626
Loans 224,680
Premises and equipment 1,986
Federal Home Loan Bank stock 1,091
Interest receivable 653
Other assets 1,620
Deposits (252,783)
Interest payable (244)
Other liabilities (3,106)
Net tangible assets acquired 30,347
Core deposit intangible 4,526
Goodwill 47,719
Purchase price $82,592


Of the total purchase price, $4,526,000 has been allocated to a core deposit intangible that will be amortized over its estimated life of 10 years. The remaining purchase price has been allocated to goodwill, which is not deductible for tax purposes.

Acquired loan data for Arlington Bank can be found in the table below:
 Fair Value of Acquired Loans at Acquisition Date Gross Contractual Amounts Receivable at Acquisition Date Best Estimate at Acquisition Date of Contractual Cash Flows Not Expected to be Collected
Acquired receivables subject to ASC 310-30$2,625
 $6,183
 $2,891
Acquired receivables not subject to ASC 310-30$222,055
 $308,857
 $2,741











63

Table of Contents
PART II: ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(table dollar amounts in thousands, except share data)



Pro Forma Financial Information


The results of operations of Arlington Bank and IABMBT have been included in the Corporation's consolidated financial statements since the acquisition dates.date. The following schedule includes pro forma results for the year ended December 31, 20172019 and 2016,2018, as if the Arlington Bank and IAB acquisitionsMBT acquisition occurred as of the beginning of the periods presented.



Year Ended
December 31, 2019

Year Ended
December 31, 2018
Total revenue (net interest income plus other income)
$474,891

$476,878
Net income available to common shareholders
$161,228

$177,906
Earnings per share:



Basic
$2.89

$3.19
Diluted
$2.88

$3.18


 2017 2016
Total revenue (net interest income plus other income)$380,324
 $353,732
Net income$95,009
 $95,288
Net income available to common shareholders
 
Earnings per share:   
Basic$1.94
 $1.95
Diluted$1.93
 $1.94


The pro forma information includes adjustments for interest income on loans and investments, interest expense on deposits and borrowings, premises expense for the banking centers acquired and amortization of intangibles arising from the transaction and the related income tax effects. The pro forma information for the year ended December 31, 20172019 includes operating revenue from MBT of $9.0$19.7 million and $21.4 million from Arlington Bank and IAB acquisitions since the date of acquisition, respectively.acquisition. Additionally, $15.4$19.7 million, net of tax, of non-recurring expenses directly attributable to the Arlington Bank and IAB acquisitionsMBT acquisition were included in the year ended December 31, 20172019 pro forma information.

68

Table of Contents
PART II: ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(table dollar amounts in thousands, except share data)



The pro forma information for the year ended December 31, 20162018 includes operating results from Arlington Bank and IABMBT as if the acquisitionsacquisition occurred at the beginning of the year. Additionally, $877,000, net of tax, of non-recurring expenses directly attributable to the MBT acquisition were included in the year ended December 31, 2018 pro forma information.

The pro forma information is presented for informationinformational purposes only and is not indicative of the results of operations that actually would have been achieved had the acquisitionsacquisition been consummated as of that time, nor is itor intended to be a projection of future results.



NOTE 3


RESTRICTION ON CASH AND DUE FROM BANKSCASH EQUIVALENTS


The Corporation considers all liquid investments with original maturities of three months or less to be cash equivalents. As of December 31, 20172019, cash and cash equivalents is defined to include cash on hand, deposits in other institutions and federal funds sold.


At December 31, 2017,2019, the Corporation’s interest-bearing cash accounts and noninterest-bearing transaction deposits held at other institutions exceeded the $250,000 federally insured limits by approximately $128,127,000190,378,000. Each correspondent bank’s financial performance and market rating are reviewed on a quarterly basis to ensure the Corporation has deposits only at institutions providing minimal risk for those exceeding the federally insured limits.


Additionally, the Corporation had approximately $5,826,00039,844,000 at the Federal Home Loan Bank and Federal Reserve Bank, which are government-sponsored entities not insured by the FDIC.


The Corporation is required to maintain reserve funds in cash and/or on deposit with the Federal Reserve Bank.  The reserve required at December 31, 20172019, was $14,522,00078,934,000.





NOTE 4

INVESTMENT SECURITIES

The amortized cost, gross unrealized gains, gross unrealized losses and approximate market value of the Corporation's investment securities at the dates indicated were:
64
 Amortized Cost Gross Unrealized Gains Gross Unrealized Losses Fair Value
Available for sale at December 31, 2019       
U.S. Government-sponsored agency securities$38,529
 $346
 $
 $38,875
State and municipal859,511
 41,092
 807
 899,796
U.S. Government-sponsored mortgage-backed securities842,349
 10,378
 1,404
 851,323
Corporate obligations31
 
 
 31
Total available for sale1,740,420
 51,816
 2,211
 1,790,025
Held to maturity at December 31, 2019       
U.S. Government-sponsored agency securities15,619
 1
 37
 15,583
State and municipal354,115
 15,151
 107
 369,159
U.S. Government-sponsored mortgage-backed securities434,804
 6,921
 401
 441,324
Foreign investment1,500
 


 1,500
Total held to maturity806,038
 22,073
 545
 827,566
Total Investment Securities$2,546,458
 $73,889
 $2,756
 $2,617,591
        
Available for sale at December 31, 2018       
U.S. Government-sponsored agency securities$13,493
 $92
 $3
 $13,582
State and municipal605,994
 5,995
 5,854
 606,135
U.S. Government-sponsored mortgage-backed securities530,209
 634
 8,396
 522,447
Corporate obligations31
 


 31
Total available for sale1,149,727
 6,721
 14,253
 1,142,195
Held to maturity at December 31, 2018       
U.S. Government-sponsored agency securities22,618



545

22,073
State and municipal197,909

2,858

872

199,895
U.S. Government-sponsored mortgage-backed securities268,860

713

3,323

266,250
Foreign investment1,000



1

999
Total held to maturity490,387

3,571

4,741

489,217
Total Investment Securities$1,640,114

$10,292

$18,994

$1,631,412

The change in unrealized gains/losses from December 31, 2018 to December 31, 2019 is primarily due to the changes in interest rates. The
longer term points on the yield curve have declined since year-end which increases the fair value of securities held in the portfolio.

69

Table of Contents
PART II: ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(table dollar amounts in thousands, except share data)





NOTE 4

INVESTMENT SECURITIES


The amortized cost, gross unrealized gains,following table shows the Corporation’s gross unrealized losses and approximate marketfair value, aggregated by investment category and length of time the Corporation's investmentindividual securities have been in a continuous unrealized loss position at the dates indicated were:December 31, 2019 and 2018: 
 Amortized Cost Gross Unrealized Gains Gross Unrealized Losses Fair Value
Available for sale at December 31, 2017       
State and municipal$510,852
 $16,932
 $1,091
 $526,693
U.S. Government-sponsored mortgage-backed securities473,325
 964
 3,423
 470,866
Corporate obligations31
 
 

 31
Equity securities2,357
 
 
 2,357
Total available for sale986,565
 17,896
 4,514
 999,947
Held to maturity at December 31, 2017       
U.S. Government-sponsored agency securities22,618
   435
 22,183
State and municipal235,594
 6,295
 244
 241,645
U.S. Government-sponsored mortgage-backed securities301,443
 3,341
 1,404
 303,380
Foreign Investment1,000
     1,000
Total held to maturity560,655
 9,636
 2,083
 568,208
Total Investment Securities$1,547,220
 $27,532
 $6,597
 $1,568,155
        
Available for sale at December 31, 2016       
U.S. Government-sponsored agency securities$100
 

 
 $100
State and municipal360,779
 $8,443
 $5,564
 363,658
U.S. Government-sponsored mortgage-backed securities313,459
 1,904
 3,071
 312,292
Corporate obligations31
 



 31
Equity securities21,820
 

1,039
 20,781
Total available for sale696,189
 10,347
 9,674
 696,862
Held to maturity at December 31, 2016       
U.S. Government-sponsored agency securities22,619
   479
 22,140
State and municipal224,811
 3,136
 1,796
 226,151
U.S. Government-sponsored mortgage-backed securities360,213
 4,956
 1,527
 363,642
Total held to maturity607,643
 8,092
 3,802
 611,933
Total Investment Securities$1,303,832
 $18,439
 $13,476
 $1,308,795
 Less than 12 Months
12 Months or Longer
Total
 Fair
Value

Gross
Unrealized
Losses

Fair
Value

Gross
Unrealized
Losses

Fair
Value

Gross
Unrealized
Losses
Temporarily Impaired Available for Sale Securities at December 31, 2019 
 
 
 
 
 
State and municipal$76,273

$807

$

$

$76,273

$807
U.S. Government-sponsored mortgage-backed securities127,673

1,326

20,796

78

148,469

1,404
Total Temporarily Impaired Available for Sale Securities203,946

2,133

20,796

78

224,742

2,211
Temporarily Impaired Held to Maturity Securities at December 31, 2019 
 
 
 
 
 
U.S. Government-sponsored agency securities3,016

4

12,467

33

15,483

37
State and municipal22,947

107





22,947

107
U.S. Government-sponsored mortgage-backed securities124,253

364

7,991

37

132,244

401
Total Temporarily Impaired Held to Maturity Securities150,216

475

20,458

70

$170,674

545
Total Temporarily Impaired Investment Securities$354,162

$2,608

$41,254

$148

$395,416

$2,756
 










            
 Less than 12 Months
12 Months or Longer
Total
 Fair
Value

Gross
Unrealized
Losses

Fair
Value

Gross
Unrealized
Losses

Fair
Value

Gross
Unrealized
Losses
Temporarily Impaired Available for Sale Securities at December 31, 2018 
 
 
 
 
 
U.S. Government-sponsored agency securities$1,490

$3

$

$

$1,490

$3
State and municipal234,431

3,958

38,028

1,896

272,459

5,854
U.S. Government-sponsored mortgage-backed securities196,601

2,400

217,121

5,996

413,722

8,396
Total Temporarily Impaired Available for Sale Securities432,522

6,361

255,149

7,892

687,671

14,253
Temporarily Impaired Held to Maturity Securities at December 31, 2018 
 
 
 
 
 
U.S. Government-sponsored agency securities



22,073

545

22,073

545
State and municipal14,952

369

16,786

503

31,738

872
U.S. Government-sponsored mortgage-backed securities102,828

876

87,268

2,447

190,096

3,323
Foreign investment



999

1

999

1
Total Temporarily Impaired Held to Maturity Securities117,780

1,245

127,126

3,496

244,906

4,741
Total Temporarily Impaired Investment Securities$550,302

$7,606

$382,275

$11,388

$932,577

$18,994





Certain investments in debt securities are reported in the financial statements at amounts less than their historical cost.  The historical cost of these investments totaled $452,644,000$398,172,000 and $523,773,000$951,571,000 at December 31, 20172019 and 2016,2018, respectively.  Total fair value of these investments was $446,047,000$395,416,000  and $510,297,000,$932,577,000, which was approximately 28.615.2 and 39.157.1 percent of the Corporation's available for sale and held to maturity investment portfolio at December 31, 20172019 and 2016,2018, respectively.


Except as discussed below,The Corporation's management believes the decline in fair value for these securities was temporary. Should the impairment of any of these securities become other-than-temporary, the cost basis of the investment will be reduced and the resulting loss recognized in net income during the period the OTTI is identified.

The Corporation’s management has evaluated all securities with unrealized losses for OTTI as ofand concluded no OTTI existed at December 31, 2017.  The evaluations are based on the nature of the securities, the extent and duration of the loss and the intent and ability of the Corporation to hold these securities either to maturity or through the expected recovery period.2019. 


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


65

Table of Contents
PART II: ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(table dollar amounts in thousands, except share data)




U.S. Government-Sponsored Mortgage-Backed Securities
 
The unrealized losses on the Corporation's investment in mortgage-backed securities were a result of interest rate changes. The Corporation expects to recover the amortized cost basis over the term of the securities. Because the decline in market value is attributable to changes in interest rates and not credit quality, and because the Corporation does not intend to sell the investments and it is not more likely than not that the Corporation will be required to sell the investments before recovery of their amortized cost basis, which may be maturity, the Corporation does not consider those investments to be other-than-temporarily impaired at December 31, 2017.2019. As noted in the table above, the mortgage-backed securities portfolio contains unrealized losses of $3,423,000$1,404,000 on sixty-threeNaN securities and $1,404,000$401,000 on thirty-six15 securities in the available for sale and held to maturity portfolios, respectively. All these securities are issued by a government-sponsored entity.


70

Table of Contents
PART II: ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(table dollar amounts in thousands, except share data)



State and Municipal Securities and U.S. Government-Sponsored Agency Securities
 
The unrealized losses on the Corporation's investments in securities of state and political subdivisions and U.S. Government-Sponsored Agency securities were caused by interest rate increases. The contractual terms of those investments do not permit the issuer to settle the securities at a price less than the amortized cost basis of the investments. Because the Corporation does not intend to sell the investments and it is not more likely than not that the Corporation will be required to sell the investments before recovery of their amortized cost basis, which may be maturity, the Corporation does not consider those investments to be other-than-temporarily impaired at December 31, 2017.2019. As noted in the table above, the state and political subdivisionmunicipal securities portfolio contains unrealized losses of $1,091,000$807,000 on forty-twoNaN securities and $244,000$107,000 on twenty-eight18 securities in the available for sale and held to maturity portfolios, respectively. The U.S. Government-Sponsored Agency securities portfolio contains no0 unrealized lossesloses in the available for sale portfolio, and $435,000$37,000 on five3 securities in the held to maturity portfolio.

The following table shows the Corporation’s gross unrealized losses and fair value, aggregated by investment category and length of time the individual securities have been in a continuous unrealized loss position at December 31, 2017 and 2016: 
 Less than 12 Months 12 Months or Longer Total
 Fair
Value
 Gross
Unrealized
Losses
 Fair
Value
 Gross
Unrealized
Losses
 Fair
Value
 Gross
Unrealized
Losses
Temporarily Impaired Available for Sale Securities at December 31, 2017
           
State and municipal$13,296
 $198
 $35,324
 $893
 $48,620
 $1,091
U.S. Government-sponsored mortgage-backed securities182,755
 1,520
 68,667
 1,903
 251,422
 3,423
Total Temporarily Impaired Available for Sale Securities196,051
 1,718
 103,991
 2,796
 300,042
 4,514
Temporarily Impaired Held to Maturity Securities at December 31, 2017           
U.S. Government-sponsored agency securities9,988
 131
 12,196
 304
 22,184
 435
State and municipal2,430
 36
 15,805
 208
 18,235
 244
U.S. Government-sponsored mortgage-backed securities62,508
 485
 43,078
 919
 105,586
 1,404
Total Temporarily Impaired Held to Maturity Securities74,926
 652
 71,079
 1,431
 146,005
 2,083
Total Temporarily Impaired Investment Securities$270,977
 $2,370
 $175,070
 $4,227
 $446,047
 $6,597
            
            
 Less than 12 Months 12 Months or Longer Total
 Fair
Value
 Gross
Unrealized
Losses
 Fair
Value
 Gross
Unrealized
Losses
 Fair
Value
 Gross
Unrealized
Losses
Temporarily Impaired Available for Sale Securities at December 31, 2016
           
State and municipal$126,593
 $5,564
 
 
 $126,593
 $5,564
U.S. Government-sponsored mortgage-backed securities185,544
 3,071
 
 
 185,544
 3,071
Equity securities18,765
 1,039
     18,765
 1,039
Total Temporarily Impaired Available for Sale Securities330,902
 9,674
 
 
 330,902
 9,674
Temporarily Impaired Held to Maturity Securities at December 31, 2016           
U.S. Government-sponsored agency securities19,121
 479
     19,121
 479
State and municipal50,897
 1,796
 
 
 50,897
 1,796
U.S. Government-sponsored mortgage-backed securities109,377
 1,527
 
 
 109,377
 1,527
Total Temporarily Impaired Held to Maturity Securities179,395
 3,802
 
 
 179,395
 3,802
Total Temporarily Impaired Investment Securities$510,297
 $13,476
 

 

 $510,297
 $13,476



66

Table of Contents
PART II: ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(table dollar amounts in thousands, except share data)




The amortized cost and fair value of securities available for sale and held to maturity at December 31, 20172019 by contractual maturity are shown below.  Expected maturities will differ from contractual maturities because issuers may have the right to call or prepay obligations with or without call or prepayment penalties.
 Available for Sale Held to Maturity
 Amortized Cost Fair Value Amortized Cost Fair Value
Maturity Distribution at December 31, 2019       
Due in one year or less$1,134
 $1,136
 $9,920
 $10,105
Due after one through five years5,031
 5,141
 45,197
 45,654
Due after five through ten years74,745
 76,920
 84,153
 88,844
Due after ten years817,161
 855,505
 231,964
 241,639
 898,071
 938,702
 371,234
 386,242
U.S. Government-sponsored mortgage-backed securities842,349
 851,323
 434,804
 441,324
Total Investment Securities$1,740,420
 $1,790,025
 $806,038
 $827,566
 Available for Sale Held to Maturity
 Amortized Cost Fair Value Amortized Cost Fair Value
Maturity Distribution at December 31, 2017       
Due in one year or less$425
 $425
 $12,015
 $12,158
Due after one through five years5,040
 5,204
 76,146
 76,334
Due after five through ten years74,921
 78,806
 54,441
 55,679
Due after ten years430,497
 442,289
 116,610
 120,657
 510,883
 526,724
 259,212
 264,828
U.S. Government-sponsored mortgage-backed securities473,325
 470,866
 301,443
 303,380
Equity securities2,357
 2,357
 
 
Total Investment Securities$986,565
 $999,947
 $560,655
 $568,208

 
 
Securities with a carrying value of approximately $475,999,000, $572,896,000$503,427,000, $416,155,000 and $637,358,000$475,999,000  were pledged at December 31, 2017, 20162019, 2018 and 2015,2017, respectively, to secure certain deposits and securities sold under repurchase agreements, and for other purposes as permitted or required by law.


The book value of securities sold under agreements to repurchase amounted to $136,639,000$182,856,000 at December 31, 2017,2019, and $145,936,000$116,691,000 at
December 31, 2016.2018.


Gross gains of $2,681,000, $3,389,000 and $2,770,000 were realizedlosses on sales of investment securities in 2017, 2016 and 2015, respectively. Gross losses of $50,000 and $100,000 were realized on sales of investment securities in 2017 and 2015, respectively. There were no losses from the sales and redemptions of investmentavailable for sale securities in 2016.for the for the years indicated are shown below.


2019
2018
2017
Sales and Redemptions of Available for Sale Securities: 
 

Gross gains$4,415

$4,269

$2,681
Gross losses



50




NOTE 5


LOANS AND ALLOWANCE


The Corporation's primary lending focus is small business and middle market commercial, commercial real estate and residential real estate, which results in portfolio diversification. The following tables show the composition of the loan portfolio, the allowance for loan losses and credit quality characteristics by collateral classification, excluding loans held for sale. Loans held for sale at December 31, 20172019 and 2016,2018, were $7,216,000$9,037,000 and $2,929,000,$4,778,000, respectively.



71

Table of Contents
PART II: ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(table dollar amounts in thousands, except share data)



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

December 31, 2019
December 31, 2018

 
 
Commercial and industrial loans$2,109,879

$1,726,664
Agricultural production financing and other loans to farmers93,861

92,404
Real estate loans:


Construction787,568

545,729
Commercial and farmland3,052,698

2,832,102
Residential1,143,217

966,421
Home equity588,984

528,157
Individuals' loans for household and other personal expenditures135,989

99,788
Public finance and other commercial loans547,114

433,202
Loans8,459,310

7,224,467
Allowance for loan losses(80,284)
(80,552)
Net Loans$8,379,026

$7,143,915


December 31, 2017
December 31, 2016

 
 
Commercial and industrial loans$1,493,493

$1,194,646
Agricultural production financing and other loans to farmers121,757

79,689
Real estate loans:


Construction612,219

418,703
Commercial and farmland2,562,691

1,953,062
Residential962,765

739,169
Home equity514,021

418,525
Individuals' loans for household and other personal expenditures86,935

77,479
Lease financing receivables, net of unearned income2,527

311
Other commercial loans394,791

258,061
Loans6,751,199

5,139,645
Allowance for loan losses(75,032)
(66,037)
Net Loans$6,676,167

$5,073,608




Allowance, Credit Quality and Loan Portfolio


The Corporation maintains an allowance for loan losses to cover probable credit losses identified during its loan review process. Management believes that the allowance for loan losses is adequate to cover probable losses inherent in the loan portfolio at December 31, 2017.2019. The process for determining the adequacy of the allowance for loan losses is critical to the Corporation’s financial results.  It requires management to make difficult, subjective and complex judgments to estimate the effect of uncertain matters. The allowance for loan losses considers current factors, including economic conditions and ongoing internal and external examinations, and will increase or decrease as deemed necessary to ensure it remains adequate. In addition, the allowance as a percentage of charge-offs and nonperforming loans will change at different points in time based on credit performance, portfolio mix and collateral values.

67

Table of Contents
PART II: ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(table dollar amounts in thousands, except share data)




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


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


The historical loss allocation for loans not deemed impaired according to ASC 450 is the product of the volume of loans within the non-impaired criticized and non-criticized risk grade classifications, each segmented by call code, and the historical loss factor for each respective classification and call code segment. The historical loss factors are based upon actual loss experience within each risk and call code classification. The historical look back period for non-criticized loans looks to the most recent rolling-four-quarter average and aligns with the look back period for non-impaired criticized loans. Each of the rolling four quarter periods used to obtain the average, include all charge-offs for the previous twelve-month period, therefore the historical look back period includes seven quarters. The resulting allocation is reflective of current conditions. Criticized loans are grouped based on the risk grade assigned to the loan. Loans with a special mention grade are assigned a loss factor, and loans with a classified grade but not impaired are assigned a separate loss factor. The loss factor computation for this allocation includes a segmented historical loss migration analysis of risk grades to charge-off.


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


In conformance with ASC 805 and ASC 820, loans purchased after December 31, 2008 are recorded at the acquisition date fair value. Such loans are included in the allowance to the extent a specific impairment is identified that exceeds the fair value adjustment on an impaired loan or the historical loss and environmental factor analysis indicates losses inherent in a purchased portfolio exceeds the fair value adjustment on the portion of the purchased portfolio not deemed impaired.



72

Table of Contents
PART II: ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(table dollar amounts in thousands, except share data)



At December 31, 2017,2019, the allowance for loan losses was $75,032,000, an increase$80,284,000, a decrease of $8,995,000$268,000 from the December 31, 20162018 balance of $66,037,000.$80,552,000. Net charge-offs for the twelve months ended December 31, 2017,2019, were $148,000, a decrease$3,068,000, an increase of $1,925,000$1,361,000 from the same period in 2016.2018. The provision for loan losses for the twelve months ended December 31, 20172019 was $9,143,000, an increase$2,800,000, a decrease of $3,486,000$4,427,000 from the same period in 2016.2018. The determination of the provision for loan losses in any period is based on management’s continuing review and evaluation of the loan portfolio, and its judgment as to the impact of current economic conditions on the portfolio.


The following tables summarize changes in the allowance for loan losses by loan segment for the twelve months ended December 31, 2017, 2016,2019, 2018, and 2015:2017:
Twelve Months Ended December 31, 2017Twelve Months Ended December 31, 2019
Commercial
Commercial Real Estate
Consumer
Residential
Finance
Leases

TotalCommercial
Commercial Real Estate
Consumer
Residential
Total
Allowance for loan losses: 
 
 
 
 
  
 
 
 
 
Balances, December 31, 2016$27,696

$23,661

$2,923

$11,755

$2

$66,037
Balances, December 31, 2018$32,657

$29,609

$3,964

$14,322

$80,552
Provision for losses2,515

3,159

1,078

2,391




9,143
733

1,555

239

273

2,800
Recoveries on loans1,590

2,260

324

706




4,880
1,244

1,289

401

619

3,553
Loans charged off(1,383)
(1,737)
(593)
(1,315)



(5,028)(1,732)
(3,675)
(569)
(645)
(6,621)
Balances, December 31, 2017$30,418

$27,343

$3,732

$13,537

$2

$75,032
Balances, December 31, 2019$32,902

$28,778

$4,035

$14,569

$80,284
 
Twelve Months Ended December 31, 2016Twelve Months Ended December 31, 2018
Commercial
Commercial Real Estate
Consumer
Residential
Finance
Leases

TotalCommercial
Commercial Real Estate
Consumer
Residential
Total
Allowance for loan losses: 
 
 
 
 
  
 
 
 
 
Balances, December 31, 2015$26,478

$22,145

$2,689

$11,139

$2

$62,453
Balances, December 31, 2017$30,420

$27,343

$3,732

$13,537

$75,032
Provision for losses1,876

1,834

432

1,515




5,657
2,097

2,482

679

1,969

7,227
Recoveries on loans1,806

2,090

369

1,091




5,356
2,456

2,525

302

993

6,276
Loans charged off(2,464)
(2,408)
(567)
(1,990)



(7,429)(2,316)
(2,741)
(749)
(2,177)
(7,983)
Balances, December 31, 2016$27,696

$23,661

$2,923

$11,755

$2

$66,037
Balances, December 31, 2018$32,657

$29,609

$3,964

$14,322

$80,552
 

 Twelve Months Ended December 31, 2017
 Commercial
Commercial Real Estate
Consumer
Residential
Total
Allowance for loan losses: 
 
 
 
 
Balances, December 31, 2016$27,698

$23,661

$2,923

$11,755

$66,037
Provision for losses2,515

3,159

1,078

2,391

9,143
Recoveries on loans1,590

2,260

324

706

4,880
Loans charged off(1,383)
(1,737)
(593)
(1,315)
(5,028)
Balances, December 31, 2017$30,420

$27,343

$3,732

$13,537

$75,032





6873

Table of Contents
PART II: ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(table dollar amounts in thousands, except share data)





 Twelve Months Ended December 31, 2015
 Commercial
Commercial Real Estate
Consumer
Residential
Finance
Leases

Total
Allowance for loan losses: 
 
 
 
 
 
Balances, December 31, 2014$28,824

$19,327

$2,658

$13,152

$3

$63,964
Provision for losses(1,901)
1,710

299

310

$(1)
417
Recoveries on loans1,911

2,545

352

1,536




6,344
Loans charged off(2,356)
(1,437)
(620)
(3,859)



(8,272)
Balances, December 31, 2015$26,478

$22,145

$2,689

$11,139

$2

$62,453



The following tables below show the Corporation’s allowance for loan losses and loan portfolio by loan segment for the years indicated:indicated.

December 31, 2017December 31, 2019
Commercial
Commercial
Real Estate

Consumer
Residential
Finance
Leases

TotalCommercial
Commercial
Real Estate

Consumer
Residential
Total
Allowance balances: 
 
 
 
 
  
 
 
 
 
Individually evaluated for impairment$666

$567




$404



$1,637
$

$231

$

$458

$689
Collectively evaluated for impairment29,752

26,776

$3,732

13,133

$2

73,395
32,902

28,547

4,035

14,111

79,595
Total Allowance for Loan Losses$30,418

$27,343

$3,732

$13,537

$2

$75,032
Total allowance for loan losses$32,902

$28,778

$4,035

$14,569

$80,284
Loan balances: 
 
 
 
 
  
 
 
 
 
Individually evaluated for impairment$4,776

$21,009

$5

$3,941



$29,731
$457

$8,728

$4

$2,520

$11,709
Collectively evaluated for impairment2,003,844

3,131,589

86,930

1,471,309

$2,527

6,696,199
2,748,681

3,821,660

135,985

1,727,966

8,434,292
Loans acquired with deteriorated credit quality1,421

22,312




1,536




25,269
1,716

9,878



1,715

13,309
Loans$2,010,041

$3,174,910

$86,935

$1,476,786

$2,527

$6,751,199
$2,750,854

$3,840,266

$135,989

$1,732,201

$8,459,310



December 31, 2018

Commercial
Commercial
Real Estate

Consumer
Residential
Total
Allowance balances: 
 
 
 
 
Individually evaluated for impairment$

$1,435

$1

$436

$1,872
Collectively evaluated for impairment32,657

28,174

3,963

13,886

78,680
Total allowance for loan losses$32,657

$29,609

$3,964

$14,322

$80,552
Loan balances: 
 
 
 
 
Individually evaluated for impairment$1,838

$17,756

$18

$2,413

$22,025
Collectively evaluated for impairment2,248,330

3,347,686

99,770

1,490,872

7,186,658
Loans acquired with deteriorated credit quality2,102

12,389



1,293

15,784
Loans$2,252,270

$3,377,831

$99,788

$1,494,578

$7,224,467


December 31, 2016

Commercial
Commercial
Real Estate

Consumer
Residential
Finance
Leases

Total
Allowance balances: 
 
 
 
 
 
Individually evaluated for impairment$37

$553




$298



$888
Collectively evaluated for impairment27,659

23,108

$2,923

11,457

$2

65,149
Total Allowance for Loan Losses$27,696

$23,661

$2,923

$11,755

$2

$66,037
Loan balances: 
 
 
 
 
 
Individually evaluated for impairment$4,762

$21,358

$9

$4,450



$30,579
Collectively evaluated for impairment1,520,981

2,315,686

77,470

1,151,396

$311

5,065,844
Loans acquired with deteriorated credit quality6,653

34,721




1,848




43,222
Loans$1,532,396

$2,371,765

$77,479

$1,157,694

$311

$5,139,645




Loans individually evaluated for impairment are comprised of commercial and consumer loans deemed impaired in accordance with ASC 310-10. This includes loans acquired with subsequent deterioration of credit quality totaling $2,819,000 with $124,000 of related allowance for loan losses at December 31, 2019 and $1,541,000 with 0 related allowance for loan losses at December 31, 2018.

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


Commercial


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


Commercial real estate


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




6974

Table of Contents
PART II: ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(table dollar amounts in thousands, except share data)






Consumer and Residential


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


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


The following table summarizes the Corporation’s non-accrual loans by loan class for the years indicated:

December 31, 2019
December 31, 2018
Commercial and industrial loans$1,255

$1,803
Agriculture production financing and other loans to farmers183
 679
Real estate loans:


 
Construction977

8,667
Commercial and farmland7,007

8,156
Residential5,062

4,966
Home equity1,421

1,481
Individuals' loans for household and other personal expenditures44

42
Public Finance and other commercial loans

354
Total$15,949

$26,148


December 31, 2017
December 31, 2016
Commercial and industrial loans$3,275

$1,839
Agriculture production financing and other loans to farmers1,027
 1,329
Real estate loans:


 
Construction65

73
Commercial and farmland12,951

15,754
Residential9,444

9,523
Home equity1,928

1,457
Individuals' loans for household and other personal expenditures34

23
Total$28,724

$29,998




Commercial impairedImpaired loans include non-accrual loans loans accounted for under ASC 310-30, and loans risk graded as substandard, doubtful and loss that were still accruing but deemed impaired according to the guidance set forth in ASC 310. Also included in impaired310-10. Commercial loans are accruingunder $500,000 and
consumer loans, that are contractually past due 90 days or more andwith the exception of troubled debt restructures.restructures, are not individually evaluated for impairment.


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


The following tables show the composition of the Corporation’s commercial impaired loans, related allowance and interest income recognized while impaired by loan class for the years indicated:






















 December 31, 2017
 Unpaid Principal
Balance

Recorded
Investment

Related
Allowance

Average Recorded Investment
Interest Income Recognized
Impaired loans with no related allowance: 
 
 
 
 
Commercial and industrial loans$14,110

$3,850

 
$7,653

$186
Agriculture production financing and other loans to farmers1,595

1,238

 
1,304

20
Real estate loans: 
 
 
 
 
Construction2,530

1,396

 
1,420

64
Commercial and farmland51,829

39,651

 
43,445

1,734
Residential5,403

3,133

 
3,558

122
Home equity80

40

 
48



Total$75,547

$49,308

 

$57,428

$2,126
Impaired loans with related allowance: 
 
 
 
 
Commercial and industrial loans$812

$782

$552

$1,517



Agriculture production financing and other loans to farmers357

327

114

327



Real estate loans: 
 
 
 
 
Commercial and farmland2,989

2,270

567

2,383

$4
Total$4,158

$3,379

$1,233

$4,227

$4
Total Impaired Loans$79,705

$52,687

$1,233

$61,655

$2,130

7075

Table of Contents
PART II: ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(table dollar amounts in thousands, except share data)






The following tables show the composition of the Corporation’s impaired loans, related allowance and interest income recognized while impaired by loan class for the years indicated:
December 31, 2016December 31, 2019
Unpaid Principal
Balance
 Recorded
Investment
 Related
Allowance
 Average Recorded Investment Interest Income RecognizedUnpaid Principal
Balance

Recorded
Investment

Related
Allowance

Average Recorded Investment
Interest Income Recognized
Impaired loans with no related allowance: 
 
 
 
  
 
 
 
 
Commercial and industrial loans$17,645

$10,074

 

$13,393

$499
$320

$320

$

$320

$
Agriculture production financing and other loans to farmers757

680

 

750

3
299

137



298


Real estate loans:         








Construction5,946

3,178

 
3,255

258
1,206

970



1,229


Commercial and farmland67,936

49,731

 
51,740

2,978
8,037

5,849



6,000

156
Residential8,039

4,664

 
5,410

167
93

76



77

3
Home equity82

44

 
44



Other commercial loans11




 




Total$100,416

$68,371



$74,592

$3,905
$9,955

$7,352

$

$7,924

$159
Impaired loans with related allowance: 
 
 
 
  
 
 
 
 
Agriculture production financing and other loans to farmers$660
 $660
 $36
 $691
 

Real estate loans: 
 
 
 
 








Commercial and farmland4,238

2,985

553

2,989



$2,648

$1,909

$231

$1,909

$
Residential65

34

23

38



2,070

2,044

383

2,083

63
Home equity417

400

75

409

12
Individuals' loans for household and other personal expenditures4

4



4

$
Total$4,963

$3,679

$612

$3,718



$5,139

$4,357

$689

$4,405

$75
Total Impaired Loans$105,379

$72,050

$612

$78,310

$3,905
$15,094

$11,709

$689

$12,329

$234


December 31, 2015December 31, 2018
Unpaid Principal
Balance

Recorded
Investment

Related
Allowance

Average Recorded Investment
Interest Income RecognizedUnpaid Principal
Balance
 Recorded
Investment
 Related
Allowance
 Average Recorded Investment Interest Income Recognized
Impaired loans with no related allowance: 
 
 
 
  
 
 
 
 
Commercial and industrial loans$22,151

$11,669

 
$12,578

$488
$828

$806

$

$833

$
Agriculture production financing and other loans to farmers370

361

 
439

 679

679



679


Real estate loans:








         
Construction4,551

2,336

 
3,662

157
1,352

614



835


Commercial and farmland95,930

69,024

 
71,569

3,328
11,176

8,994



12,975

165
Residential11,262

7,338

 
7,926

244
118

100



101

3
Home equity297

247

 
249



49

48



48


Other commercial loans20




 




Public finance and other commercial loans353

353



353


Total$134,581

$90,975

 
$96,423

$4,217
$14,555

$11,594

$

$15,824

$168
Impaired loans with related allowance: 
 
 
 
 








Commercial and industrial loans$3,043

$2,690

$1,247

$2,752

$38
Agriculture production financing and other loans to farmers466
466
30
538

Real estate loans: 
 
 
 
 








Construction$7,978

$7,977

$1,429

$7,977

$
Commercial and farmland2,144

1,933

392

1,868



171

171

6

171


Residential2,300

1,463

173

1,787



1,958

1,907

362

1,915

57
Home equity376

358

74

365

10
Individuals' loans for household and other personal expenditures18

18

1

20

1
Total$7,953

$6,552

$1,842

$6,945

$38
$10,501

$10,431

$1,872

$10,448

$68
Total Impaired Loans$142,534

$97,527

$1,842

$103,368

$4,255
$25,056

$22,025

$1,872

$26,272

$236








76

Table of Contents
PART II: ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(table dollar amounts in thousands, except share data)



 December 31, 2017
 Unpaid Principal
Balance

Recorded
Investment

Related
Allowance

Average Recorded Investment
Interest Income Recognized
Impaired loans with no related allowance: 
 
 
 
 
Commercial and industrial loans$7,611

$1,536

$

$3,839

$
Agriculture production financing and other loans to farmers732

700



762


Real estate loans:








Commercial and farmland16,758

15,163



17,495

360
Residential833

519



635


Home equity40

8



14


Individuals' loans for household and other personal expenditures5

5



7


Total$25,979

$17,931

$

$22,752

$360
Impaired loans with related allowance: 
 
 
 
 
Commercial and industrial loans812

782

552

1,517


Agriculture production financing and other loans to farmers357

327

114

327


Real estate loans:








Commercial and farmland2,988

2,269

567

2,379


Residential1,616

1,572

327

1,580

28
Home equity350

330

77

332

11
Total$6,123

$5,280

$1,637

$6,135

$39
Total Impaired Loans$32,102

$23,211

$1,637

$28,887

$399



Impaired loans in the above tables do not include loans accounted for under ASC 310-30, or any other loan, unless deemed impaired in
accordance with ASC 310-10.

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



71

Table of Contents
PART II: ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(table dollar amounts in thousands, except share data)




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


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

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

Substandard - A substandard loan is inadequately protected by the current net worth and paying capacity of the obligor or of the collateral pledged, if any. Assets so classified have a well-defined weakness that jeopardizes the liquidation of the debt. They are characterized by the distinct possibility that the Corporation will sustain some loss if the deficiencies are not corrected. Other characteristics may include:
 othe likelihood that a loan will be paid from the primary source of repayment is uncertain or financial deterioration is underway and very close attention is warranted to ensure that the loan is collected without loss,
 othe primary source of repayment is gone, and the Corporation is forced to rely on a secondary source of repayment, such as collateral liquidation or guarantees,
 oloans have a distinct possibility that the Corporation will sustain some loss if deficiencies are not corrected,
 ounusual courses of action are needed to maintain a high probability of repayment,
 othe borrower is not generating enough cash flow to repay loan principal; however, it continues to make interest payments,
 othe Corporation is forced into a subordinated or unsecured position due to flaws in documentation,

77

Table of Contents
PART II: ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(table dollar amounts in thousands, except share data)



 oloans have been restructured so that payment schedules, terms and collateral represent concessions to the borrower when compared to the normal loan terms,
 othe Corporation is seriously contemplating foreclosure or legal action due to the apparent deterioration of the loan, and
 othere is significant deterioration in market conditions to which the borrower is highly vulnerable.


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


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



72

Table of Contents
PART II: ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(table dollar amounts in thousands, except share data)




The following tables summarize the credit quality of the Corporation’s loan portfolio, by loan class for the years indicated. Consumer non-performing loans include accruing consumer loans 90 plus days90-days or more delinquent and consumer non-accrual loans. The entire balance of a loan is considered delinquent if the minimum payment contractually required to be made is not received by the specified date. Loans that evidenced deterioration of credit quality since origination and it was probable,the probability, at acquisition, that all contractually required payments would not be collected are included in the applicable categories below.
December 31, 2017December 31, 2019
Commercial Pass
Commercial Special Mention
Commercial Substandard
Commercial Doubtful
Commercial Loss
Consumer Performing
Consumer
Non Performing

TotalCommercial Pass
Commercial Special Mention
Commercial Substandard
Commercial Doubtful
Commercial Loss
Consumer Performing
Consumer
Non Performing

Total
Commercial and industrial loans$1,418,401

$51,336

$23,386

$370

 
 
 
$1,493,493
$1,956,985

$81,179

$71,715

$

$

$

$

$2,109,879
Agriculture production financing and other loans to farmers73,800

27,502

20,018

387

$50

 
 
121,757
78,558

5,626

9,677









93,861
Real estate loans:

 


 
 
 
 













 

Construction587,906

828

981



 
$22,374

$130

612,219
749,249

1,613

1,634





35,072



787,568
Commercial and farmland2,408,329

70,074

79,769

1,536

 
2,980

3

2,562,691
2,894,366

57,776

98,575





1,981



3,052,698
Residential185,725

4,376

4,209

114

 
759,900

8,441

962,765
196,710

877

8,075





932,743

4,812

1,143,217
Home equity28,554

457

286



 
482,661

2,063

514,021
24,211

257

682





562,507

1,327

588,984
Individuals' loans for household and other personal expenditures 
 
 
 
 
86,875

60

86,935










135,944

45

135,989
Lease financing receivables, net of unearned income2,527







 





2,527
Other commercial loans394,222




569




 




394,791
Public finance and other commercial loans547,114













547,114
Loans$5,099,464

$154,573

$129,218

$2,407

$50

$1,354,790

$10,697

$6,751,199
$6,447,193

$147,328

$190,358

$

$

$1,668,247

$6,184

$8,459,310



 December 31, 2018
 Commercial Pass
Commercial Special Mention
Commercial Substandard
Commercial Doubtful
Commercial Loss
Consumer Performing
Consumer
Non Performing

Total
Commercial and industrial loans$1,660,879

$23,246

$42,539

$



$

$

$1,726,664
Agriculture production financing and other loans to farmers78,446

5,966

7,992









92,404
Real estate loans:

 






 
 

Construction492,358

2,185

24,224





25,419

1,543

545,729
Commercial and farmland2,669,491

76,037

84,288





2,285

1

2,832,102
Residential170,075

7,373

2,076





782,080

4,817

966,421
Home equity24,653

535

457





500,996

1,516

528,157
Individuals' loans for household and other personal expenditures









99,741

47

99,788
Public finance and other commercial loans432,849



353









433,202
Loans$5,528,751

$115,342

$161,929

$

$

$1,410,521

$7,924

$7,224,467

 December 31, 2016
 Commercial Pass
Commercial Special Mention
Commercial Substandard
Commercial Doubtful
Commercial Loss
Consumer Performing
Consumer
Non Performing

Total
Commercial and industrial loans$1,117,545

$30,919

$46,182



 
 
 
$1,194,646
Agriculture production financing and other loans to farmers30,712

25,273

23,704



 
 
 
79,689
Real estate loans:

 


 
 
 
 

Construction398,646

3,490

1,858



 
$14,636

$73

418,703
Commercial and farmland1,811,367

60,028

80,626



 
1,034

7

1,953,062
Residential146,251

5,106

6,046



 
574,054

7,712

739,169
Home equity7,310

47

516



 
409,237

1,415

418,525
Individuals' loans for household and other personal expenditures 
 
 
 
 
77,456

23

77,479
Lease financing receivables, net of unearned income228



83



 






311
Other commercial loans257,861




200



 




258,061
Loans$3,769,920

$124,863

$159,215



                        
$1,076,417

$9,230

$5,139,645




7378

Table of Contents
PART II: ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(table dollar amounts in thousands, except share data)






The tables below show a past due aging of the Corporation’s loan portfolio, by loan class, for the years indicated:

December 31, 2017December 31, 2019
Current
30-59 Days
Past Due

60-89 Days
Past Due

Loans > 90 Days
And Accruing

Non-Accrual
Total Past Due
& Non-Accrual

TotalCurrent
30-59 Days
Past Due

60-89 Days
Past Due

Loans 90 Days or More Past Due
And Accruing

Non-Accrual
Total Past Due
& Non-Accrual

Total
Commercial and industrial loans$1,487,221

$2,967

$30




$3,275

$6,272

$1,493,493
$2,105,445

$3,039

$136

$4

$1,255

$4,434

$2,109,879
Agriculture production financing and other loans to farmers120,720

10







1,027

1,037

121,757
93,678







183

183

93,861
Real estate loans: 
 
 
 
 


 












Construction610,896

1,193



$65

65

1,323

612,219
784,961

1,630





977

2,607

787,568
Commercial and farmland2,542,048

6,923

166

603

12,951

20,643

2,562,691
3,043,318

2,324

49



7,007

9,380

3,052,698
Residential948,947

4,010

308

56

9,444

13,818

962,765
1,133,476

4,290

367

22

5,062

9,741

1,143,217
Home equity510,362

1,372

184

175

1,928

3,659

514,021
584,023

2,960

538

42

1,421

4,961

588,984
Individuals' loans for household and other personal expenditures85,744

298

834

25

34

1,191

86,935
135,399

440

105

1

44

590

135,989
Lease financing receivables, net of unearned income2,527





 






2,527
Other commercial loans394,791













394,791
Public finance and other commercial loans547,114











547,114
Loans$6,703,256

$16,773

$1,522

$924

$28,724

$47,943

$6,751,199
$8,427,414

$14,683

$1,195

$69

$15,949

$31,896

$8,459,310

December 31, 2018
 Current
30-59 Days
Past Due

60-89 Days
Past Due

Loans 90 Days or More Past Due
And Accruing

Non-Accrual
Total Past Due
& Non-Accrual

Total
Commercial and industrial loans$1,723,337

$1,093

$182

$249

$1,803

$3,327

$1,726,664
Agriculture production financing and other loans to farmers89,440

2,285





679

2,964

92,404
Real estate loans:












Construction535,520

64



1,478

8,667

10,209

545,729
Commercial and farmland2,822,515

1,253

178



8,156

9,587

2,832,102
Residential959,252

1,756

430

17

4,966

7,169

966,421
Home equity524,198

2,164

207

107

1,481

3,959

528,157
Individuals' loans for household and other personal expenditures99,499

179

64

4

42

289

99,788
Public finance and other commercial loans432,848







354

354

433,202
Loans$7,186,609

$8,794

$1,061

$1,855

$26,148

$37,858

$7,224,467

December 31, 2016
 Current
30-59 Days
Past Due

60-89 Days
Past Due

Loans > 90 Days
And Accruing

Non-Accrual
Total Past Due
& Non-Accrual

Total
Commercial and industrial loans$1,192,079

$466

$162

$100

$1,839

$2,567

$1,194,646
Agriculture production financing and other loans to farmers78,360










1,329

1,329

79,689
Real estate loans: 
 
 
 
 
 
 
Construction415,975

2,655





73

2,728

418,703
Commercial and farmland1,932,896

1,385

3,027




15,754

20,166

1,953,062
Residential725,338

3,664

635

9

9,523

13,831

739,169
Home equity415,969

850

246

3

1,457

2,556

418,525
Individuals' loans for household and other personal expenditures76,929

470

57



23

550

77,479
Lease financing receivables, net of unearned income311

 
 
 






311
Other commercial loans258,061













258,061
Loans$5,095,918

$9,490

$4,127

$112

$29,998

$43,727

$5,139,645


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


The following tables summarize troubled debt restructures in the Corporation's loan portfolio that occurred during the periods ended December 31, 20172019 and 2016:2018:
December 31, 2017December 31, 2019

Pre-Modification
Recorded Balance

Post-Modification
Recorded Balance

Number
of Loans
Pre-Modification
Recorded Balance

Post-Modification
Recorded Balance

Number
of Loans
Commercial and industrial loans$599
 $376
 3
Agriculture production financing and other loans to farmers387
 387
 3
Real estate loans:          
Commercial and farmland1,022
 1,156
 8
Residential788
 862
 15
$636
 $629
 11
Home equity195
 107
 4
56
 61
 2
Individuals' loans for household and other personal expenditures13
 14
 1
Total$3,004
 $2,902
 34
$692
 $690
 13






74
 December 31, 2018

Pre-Modification
Recorded Balance

Post-Modification
Recorded Balance

Number
of Loans
Real estate loans:

 
 
Commercial and farmland$85

$85

1
Residential490

487

11
Home equity81
 81
 3
Individuals' loans for household and other personal expenditures65

66

3
Total$721

$719

18


79

Table of Contents
PART II: ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(table dollar amounts in thousands, except share data)





 December 31, 2016

Pre-Modification
Recorded Balance

Post-Modification
Recorded Balance

Number
of Loans
Commercial and industrial loans$410

$410

4
Agriculture production financing and other loans to farmers1,368
 1,234
 4
Real estate loans:

 
 
Commercial and farmland3,978

3,954

7
Residential1,126

1,183

17
Home equity266
 244
 4
Individuals' loans for household and other personal expenditures17

10

1
Total$7,165

$7,035

37



The following tables summarize the recorded investment of troubled debt restructures as of December 31, 20172019 and 2016,2018, by modification type, that occurred during the years indicated:
December 31, 2017December 31, 2019

Term
Modification

Rate
Modification

Combination
Total
Modification
Term
Modification

Rate
Modification

Combination
Total
Modification
Commercial and industrial loans$203
   $166
 $369
Agriculture production financing and other farm loans387
 

   387
Real estate loans: 
  
  
  
 
  
  
  
Commercial and farmland705
 $59
 232
 996
Residential

 761
 85
 846
$95
 $87
 $432
 $614
Home equity  105
   105

 
 61
 61
Individuals' loans for household and other personal expenditures  14
   14
Total$1,295
 $939
 $483
 $2,717
$95
 $87
 $493
 $675




 December 31, 2018

Term
Modification

Rate
Modification

Combination
Total
Modification
Real estate loans: 
 
 
 
Commercial and farmland$85





$85
Residential

$209

$239

448
Home equity106

74



180
Individuals' loans for household and other personal expenditures58

6



64
Total$249

$289

$239

$777

 December 31, 2016

Term
Modification

Rate
Modification

Combination
Total
Modification
Commercial and industrial loans




$397

$397
Agriculture production financing and other loans to farmers$660
 $12
   672
Real estate loans: 
 
 
 
Commercial and farmland297




3,456

3,753
Residential238

928




1,166
Home equity


266




266
Individuals' loans for household and other personal expenditures


9



9
Total$1,195

$1,215

$3,853

$6,263




Loans secured by commercial and farmland1- 4 family residential real estate made up 40100 percent of the post-modification balances of the troubled debt restructured loans that occurred during the twelve months ending December 31, 2017.2019. The same classification made up 79 percent of the post-modification balance of the troubled debt restructured loans for the twelve months ending December 31, 2018.


The following tables summarize troubled debt restructures that occurred during the twelve months ended December 31, 20172019 and 2016,2018, that subsequently defaulted during the period indicated and remained in default at period end. For purposes of this schedule, a loan is considered in default if it is 3030-days or more days past due.

Twelve Months Ended December 31, 2017Twelve Months Ended December 31, 2019
Number of Loans
Recorded BalanceNumber of Loans
Recorded Balance
Real estate loans:      
Commercial and farmland1
 $14
Residential4
 323
1
 $37
Total5

$337
1

$37

Twelve Months Ended December 31, 2018
 Number of Loans
Recorded Balance
Real estate loans:


Residential2

$75
Total2

$75


Twelve Months Ended December 31, 2016
 Number of Loans
Recorded Balance
Commercial and industrial loans3

$197
Agriculture production financing and other loans to farmers1
 661
Real estate loans:


Commercial and farmland1

343
Residential1

$64
Total6

$1,265


75

Table of Contents
PART II: ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(table dollar amounts in thousands, except share data)




For potential consumer loan restructures, impairment evaluation occurs prior to modification. Any subsequent impairment is typically addressed through the charge-off process or may be addressed through a specific reserve. Consumer troubled debt restructures are generally included in the general historical allowance for loan loss at the post modification balance. Consumer non-accrual and delinquent troubled debt restructures are also considered in the calculation of the non-accrual and delinquency trend environmental allowance allocation. Consumer mortgage loans secured by residential real estate properties for which formal foreclosure proceedings are in process totaled $2,302,000$1,033,000 and $1,530,000$800,000 at December 31, 20172019 and 2016,2018, respectively.


Commercial troubled debt restructured loans risk graded special mention, substandard, doubtful and loss are individually evaluated for impairment under ASC 310. Any resulting specific reserves are included in the allowance for loan losses. Commercial 30 - 89 day delinquent troubled debt restructures are included in the calculation of the delinquency trend environmental allowance allocation. With the exception of the acquired loans excluded from the allowance for loan losses, all commercial non-impaired loans, including non-accrual and 90+ day90-days or more delinquents, are included in the ASC 450 loss estimate.





80

Table of Contents
PART II: ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(table dollar amounts in thousands, except share data)



NOTE 6


ACCOUNTING FOR CERTAIN LOANS ACQUIRED IN A PURCHASE


The acquired loans detailed in the tables belowPurchase Credit Impaired Loans are included in NOTE 5. LOANS AND ALLOWANCE of these Notes to Consolidated Financial Statements. As described in NOTE 5, loans purchased after December 31, 2008loans are recorded at the acquisition date fair value, which could result in a fair value discount or premium. Purchased loans with evidence of credit deterioration since origination and for which it is probable at the date of acquisition that the acquirer will not collect all contractually required principal and interest payments are accounted for under ASC 310-30, Loans Acquired with Deteriorated Credit Quality. The difference between contractually required payments and the cash flows expected to be collected at acquisition is referred to as the nonaccretable difference. The accretable portion of the fair value discount or premium is the difference between the expected cash flows and the net present value of expected cash flows, with such difference accreted into earnings over the term of the loans. All other loans not accounted for under ASC 310-30 are accounted for under ASC 310-20, which allows the fair value adjustment to be accreted into income over the remaining life of the loans.

The Corporation's most recent acquisitions, Arlington Bank and IAB, are detailed in NOTE 2. ACQUISITIONS of these Notes to Consolidated Financial Statements. All of the Corporation's acquisitions since December 31, 2008 are as indicated below.

The following tables include the outstanding balance and carrying amount of all acquired loans which were included in the Corporation's balance sheet at December 31, 2017 and December 31, 2016.

December 31, 2017

IAB Arlington Bank Ameriana C Financial Community CFS SCB Total
Outstanding Balance:




            
Commercial and industrial loans$83,630

$3,152
 $4,150
 $64
 $235
 $10,539
 $1,760
 $103,530
Agricultural production financing and other loans to farmers33,537


     76
 50
 1,317
 34,980
Real estate loans:




            
Construction23,571

14,716
 2,451
 830
 1,499
 65
   43,132
Commercial and farmland346,155

76,375
 79,739
 15,791
 27,910
 65,578
 6,733
 618,281
Residential100,569

69,011
 86,098
 32,854
 6,354
 79,674
 2,899
 377,459
       Home equity36,349

22,581
 8,800
 5,733
 4,392
 19,972
 9,636
 107,463
Individuals' loans for household and other personal expenditures3,552

174
 356
 

 82
 22
 21
 4,207
Other commercial loans11,189

90
 1,745
     58
   13,082
Total638,552

186,099
 183,339
 55,272
 40,548
 175,958
 22,366
 1,302,134
Remaining fair value discount(20,090) (5,242) (6,689) (1,266) (2,482) (5,859) (2,120) (43,748)
Carrying amount618,462
 180,857
 176,650
 54,006
 38,066
 170,099
 20,246
 1,258,386
Allowance290
   411
   52
 16
   769
Carrying amount net of allowance$618,172
 $180,857
 $176,239
 $54,006
 $38,014
 $170,083
 $20,246
 $1,257,617

76

Table of Contents
PART II: ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(table dollar amounts in thousands, except share data)



 December 31, 2016
 Ameriana C Financial Community CFS SCB Total
Outstanding Balance:           
Commercial and industrial loans$8,003
 $85
 $2,269
 $23,327
 $3,552
 $37,236
Agricultural production financing and other loans to farmers    1,030
 50
 1,630
 2,710
Real estate loans:           
Construction22,017
 2,835
 4,026
 420
   29,298
Commercial and farmland103,075
 22,130
 36,947
 131,895
 9,315
 303,362
Residential103,414
 44,101
 9,363
 96,627
 4,135
 257,640
       Home Equity11,728
 7,947
 6,326
 26,894
 11,924
 64,819
Individuals' loans for household and other personal expenditures762
 2
 147
 201
 30
 1,142
Other commercial loans1,825
     65
   1,890
Total250,824
 77,100
 60,108
 279,479
 30,586
 698,097
Remaining fair value discount(10,771) (1,906) (4,101) (12,634) (3,268) (32,680)
Carrying Amount240,053
 75,194
 56,007
 266,845
 27,318
 665,417
Allowance265
   23
 92
   380
Carrying Amount Net of Allowance$239,788
 $75,194
 $55,984
 $266,753
 $27,318
 $665,037



The outstanding balance and related carrying amount of purchased credit impaired loans acquired and accounted for under ASC 310-30 as of December 31, 2017 were $38.92019 was $25.3 million which had a carrying amount of $16.1 million and $25.3$124,000 of related allowance for loan losses. As of December 31, 2018, the outstanding balance of purchased credit impaired loans was $26.3 million respectively; with noa carrying amount of $17.3 million with 0 required allowance for loan losses. Comparatively, the outstanding balance and related carrying amount as of December 31, 2016 were $60.5 million and $43.2 million, respectively; with no required allowance for loan losses. During the twelve months ended December 31, 2017, one loan with a December 31, 2016 outstanding balance of $12.1 million and a carrying amount of $7.6 million, was transferred to other real estate owned.

As customer cash flow expectations improve, on loans accounted for under ASC310-30, nonaccretable yield can be reclassified to accretable yield. The accretable portion,amount, or income expected to be collected, and reclassifications from nonaccretable, are identified in the tables below for the years indicated.table below.
 Twelve Months Ended December 31, 2019
Twelve Months Ended December 31, 2018
Twelve Months Ended December 31, 2017
Beginning balance$2,143

$2,890

$3,950
Additions576



1,608
Accretion(2,387)
(4,118)
(6,749)
Reclassification from nonaccretable1,965

3,387

4,748
Disposals(165)
(16)
(667)
Ending balance$2,132

$2,143

$2,890

 Twelve Months Ended December 31, 2017
 IAB Arlington Bank Ameriana C Financial Community CFS SCB Total
Beginning balance    $1,629
 $73
 $1,233
 $736
 $279
 $3,950
Additions$941
 $667
           1,608
Accretion(1,009) (314) (2,983) (260) (454) (1,172) (557) (6,749)
Reclassification from nonaccretable834
 164
 1,805
 187
 212
 1,075
 471
 4,748
Disposals    

   (122) (545)   (667)
Ending balance$766
 $517
 $451
 

 $869
 $94
 $193
 $2,890



 Twelve Months Ended December 31, 2016
 Ameriana C Financial Community CFS SCB Total
Beginning balance$2,160
 $114
 $1,508
 $1,188
 $642
 $5,612
Additions           
Accretion(311) (123) (1,119) (4,268) (756) (6,577)
Reclassification from nonaccretable12
 82
 858
 3,827
 393
 5,172
Disposals(232)   (14) (11)   (257)
Ending balance$1,629
 $73
 $1,233
 $736
 $279
 $3,950


 Twelve Months Ended December 31, 2015
 Ameriana C Financial Community CFS SCB Total
Beginning balance    $2,122
 $2,400
 $868
 $5,390
Additions$2,160
 $145
       2,305
Accretion  (31) (723) (4,050) (1,046) (5,850)
Reclassification from nonaccretable    249
 2,854
 822
 3,925
Disposals    (140) (16) (2) (158)
Ending balance$2,160
 $114
 $1,508
 $1,188
 $642
 $5,612



77

Table of Contents
PART II: ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(table dollar amounts in thousands, except share data)




The following table presents loans acquired during the period ending December 31, 2017,2019, for which it was probable at acquisition that all contractually required payments would not be collected. There were no loans acquired during the period ending December 31, 2016.2018.

2019

MBT
Contractually required payments receivable at acquisition date$6,840
Nonaccretable difference2,733
Expected cash flows at acquisition date4,107
Accretable difference576
Basis in loans at acquisition date$3,531


2017

IAB
Arlington Bank
Total
Contractually required payments receivable at acquisition date$14,131

$6,183

$20,314
Nonaccretable difference8,352

2,891

11,243
Expected cash flows at acquisition date5,779

3,292

9,071
Accretable difference941

667

1,608
Basis in loans at acquisition date$4,838

$2,625

$7,463




NOTE 7


PREMISES AND EQUIPMENT


The following table summarizes the Corporation's premises and equipment as of December 31, 20172019 and 2016:2018:
 2019 2018
Cost at December 31:   
Land$25,227
 $21,762
Buildings and Leasehold Improvements162,391
 125,366
Equipment124,327
 86,498
Total Cost311,945
 233,626
Accumulated Depreciation and Amortization(198,890) (140,206)
Net$113,055
 $93,420

 2017 2016
Cost at December 31:   
Land$22,042
 $25,035
Buildings and Leasehold Improvements124,441
 114,444
Equipment82,344
 65,547
Total Cost228,827
 205,026
Accumulated Depreciation and Amortization(132,975) (110,594)
Net$95,852
 $94,432




The IABMBT acquisition on July 14, 2017 and the Arlington Bank acquisition on May 19, 2017September 1, 2019 resulted in additions to premises and equipment of $10,107,000 and $1,986,000, respectively.$21,664,000. Details regarding the acquisitionsacquisition are discussed in NOTE 2. ACQUISITIONSACQUISITION of these Notes to Consolidated Financial Statements.


The Corporation is committed under various non-cancelable lease contracts for certain subsidiary office facilities and equipment. TotalDetails regarding the lease expense for 2017, 2016 and 2015 was $4,072,000, $4,586,000 and $3,456,000, respectively. The future minimum rental commitments required under the operating leases, which expire at various dates through the year 2035,contracts are as follows for the years ending December 31:discussed in NOTE 10. LEASES of these Notes to Consolidated Financial Statements.
 Future Minimum Rental Commitments
2018$3,161
20193,611
20203,484
20213,137
20223,090
After 202215,180
Total Future Minimum Obligations$31,663




81

Table of Contents
PART II: ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(table dollar amounts in thousands, except share data)



NOTE 8


GOODWILL


Goodwill is recorded on the acquisition date of an entity. During the one-year measurement period, the Corporation may record subsequent adjustments to goodwill for provisional amounts recorded at the acquisition date. The IABMBT acquisition on July, 14, 2017September, 1, 2019 resulted in $153,636,000 of goodwill. The Arlington Bank acquisition on May 19, 2017 resulted in $47,719,000
$98,563,000 of goodwill, which includes a reductionan addition of $469,000.$719,000. This reductionaddition was recorded in the thirdfourth quarter of 2017 as a measurement period adjustment. The Ameriana acquisition on December 31, 2015 resulted in $38,624,000 of goodwill, of which, $871,000 was recorded during the first quarter of 20162019 as a measurement period adjustment. Details regarding the IAB and Arlington Bank acquisitions areMBT acquisition is discussed in NOTE 2. ACQUISITIONSACQUISITION of these Notes to Consolidated Financial Statements.


NoNaN impairment loss was recorded in 20172019 or 2016.2018. The Corporation tested goodwill for impairment during 20172019 and 2016.2018. In both valuations, the fair value exceeded the Corporation’s carrying value; therefore, it was concluded goodwill is not impaired. For additional details related to impairment testing, see the “GOODWILL” section of Management’s Discussion and Analysis of Financial Condition and Results of Operations included as Item 7 of this Annual Report on Form 10-K.

2019
2018
Balance, January 1$445,355

$445,355
Goodwill acquired97,844


Measurement period adjustment719

$
Balance, December 31$543,918

$445,355




NOTE 9

OTHER INTANGIBLES

Core deposit intangibles and other intangibles are recorded on the acquisition date of an entity. During the one-year measurement period, the Corporation may record subsequent adjustments to these intangibles for provisional amounts recorded at the acquisition date. The MBT acquisition on September 1, 2019 resulted in a core deposit intangible of $16,527,000. Details regarding the MBT acquisition are discussed in NOTE 2. ACQUISITION of these Notes to Consolidated Financial Statements.

The carrying basis and accumulated amortization of recognized core deposit and other intangibles are noted below.
78
 2019
2018
Gross carrying amount$85,869

$85,869
Core deposit intangible acquired16,527


Accumulated amortization(67,434)
(61,440)
Core Deposit and Other Intangibles$34,962

$24,429


The core deposit intangibles and other intangibles are being amortized primarily on an accelerated basis over their estimated useful lives, generally over a period of two to ten years. Amortization expense for the years ended December 31, 2019, 2018 and 2017, was $5,994,000, $6,719,000 and $5,647,000, respectively.

Estimated future amortization expense is summarized as follows:
 Amortization Expense
2020$5,987
20215,429
20225,027
20234,827
20244,241
After 20249,451
 $34,962




82

Table of Contents
PART II: ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(table dollar amounts in thousands, except share data)






2017
2016
Balance, January 1$244,000

$243,129
Goodwill acquired201,824


Measurement period adjustment(469)
$871
Balance, December 31$445,355

$244,000


NOTE 9

OTHER INTANGIBLES

Core deposit intangibles and other intangibles are recorded on the acquisition date of an entity. During the measurement period, the Corporation may record subsequent adjustments to these intangibles for provisional amounts recorded at the acquisition date. The IAB acquisition on July 14, 2017 resulted in a core deposit intangible of $13,638,000 and other intangibles, consisting of non-compete intangibles, of $3,765,000. The Arlington Bank acquisition on May 19, 2017 resulted in a core deposit intangible of $4,526,000. The Ameriana acquisition on December 31, 2015 resulted in a core deposit intangible of $5,342,000, of which, $2,142,000 was recorded as a measurement period adjustment in the first quarter of 2016. Details regarding the IAB and Arlington Bank acquisitions are discussed in NOTE 2. ACQUISITIONS of these in the Notes to Consolidated Financial Statements.

The carrying basis and accumulated amortization of recognized core deposit and other intangibles are noted below.
 2017
2016
Gross carrying amount$63,940

$61,798
Core deposit intangible acquired18,164



Other intangibles acquired3,765
  
Measurement period adjustment


2,142
Accumulated amortization(54,721)
(49,074)
Core deposit intangible and other intangibles reduction




Core Deposit and Other Intangibles$31,148

$14,866

Amortization expense for the years ended December 31, 2017, 2016 and 2015, was $5,647,000, $3,910,000 and $2,835,000, respectively.

Estimated future amortization expense is summarized as follows:
 Amortization Expense
2018$6,719
20195,169
20203,632
20213,427
20223,325
After 20228,876
 $31,148



NOTE 10


DEPOSITSLEASES


The compositionCorporation adopted ASU No. 2016-02 - Leases (Topic 842), as amended, as of January 1, 2019 for certain retail branches, office space, land and equipment. The Corporation elected the package of practical expedients permitted under the transition guidance within the new standard, which among other things, allowed the Corporation to carry forward the historical lease classification. Operating leases are included in the operating lease right-of use ("ROU") asset, which is included in other assets and the lease liability is included in other liabilities in our condensed balance sheets. The Corporation does not have any finance leases.

ROU assets represent the Corporation's right to use an underlying asset for the lease term and lease liabilities represent the Corporation's obligation to make lease payments arising from the lease. Operating lease ROU assets and liabilities are recognized at commencement date based on the present value of lease payments over the lease term. As most of the deposit portfolioCorporation's leases do not provide an implicit rate, the Corporation typically uses its incremental borrowing rate based on information available at commencement date in determining the present value of lease payments. Lease terms may include options to extend or terminate the lease. The exercise of such lease renewal options is at the Corporation's sole discretion and is not included in the present value of lease obligations unless it is reasonably certain that the option will be exercised. The depreciable life of assets and leasehold improvements are limited by the expected lease term, unless there is a transfer of title or purchase option reasonably certain of exercise. Certain of the Corporation's lease agreements include rental payments adjusted periodically for inflation. The Corporation's lease agreements do not contain any material residual value guarantees or material restrictive covenants. The Corporation does not have any material sublease agreements.

Supplemental balance sheet information related to leases is presented in the table below as of December 31, 2019.

December 31, 2019
Operating lease assets$20,747
Total lease assets$20,747



Operating lease liabilities$21,421
Total Lease liabilities$21,421


Weighted average remaining lease term (years)
Operating leases8.9
Weighted average discount rate
Operating leases3.4%



The table below presents the components of lease expense for the years indicated:period indicated.

Twelve Months Ended December 31, 2019
Lease Cost:
Operating lease cost$3,617
Short-term lease cost204
Variable lease cost948
Sublease income$(13)
Total lease cost$4,756


December 31, 2017 December 31, 2016
Demand deposits$3,746,654

$2,866,853
Savings deposits1,994,366

1,560,752
Certificates and other time deposits of $100,000 or more468,895

276,274
Other certificates and time deposits581,894

471,247
Brokered deposits380,721

381,372
Total deposits$7,172,530

$5,556,498



At December 31, 2017 and 2016, deposits exceedingSupplemental cash flow information related to leases is presented in the FDIC's Standard Maximum Deposit Insurance Amount of $250,000 were $3.2 billion and $2.2 billion, respectively.

tables below.
79
Maturity of lease liabilitiesOperating Leases
2020$3,434
20213,157
20223,033
20232,654
20242,585
2025 and after10,198
Total lease payments$25,061
Less: Present value discount3,640
Present value of lease liabilities$21,421


Other InformationTwelve Months Ended December 31, 2019
Cash paid for amounts included in the measurement of lease liabilities
Operating cash flows from operating leases$3,422
ROU assets obtained in exchange for new operating lease liabilities$23,529


83

Table of Contents
PART II: ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(table dollar amounts in thousands, except share data)






NOTE 11

DEPOSITS

The composition of the deposit portfolio is included in the table below for the years indicated:

December 31, 2019 December 31, 2018
Demand deposits$5,250,568

$3,985,178
Savings deposits2,896,177

2,282,701
Certificates and other time deposits of $100,000 or more736,843

593,592
Other certificates and time deposits741,759

646,682
Brokered deposits214,609

246,440
Total deposits$9,839,956

$7,754,593



At December 31, 2017,2019 and 2018, deposits exceeding the FDIC's Standard Maximum Deposit Insurance Amount of $250,000 were $5.1 billion and $3.8 billion, respectively.

At December 31, 2019, the contractual maturities of time deposits are summarized as follows:

Certificates and Other Time Deposits
2020$1,489,274
2021118,919
202247,731
202324,636
202411,934
After 2024717
 $1,693,211


Certificates and Other Time Deposits
2018$876,126
2019330,892
2020119,066
202163,005
202227,518
After 202214,903
 $1,431,510




NOTE 1112


TRANSFERS ACCOUNTED FOR AS SECURED BORROWINGS


The collateral pledged for all repurchase agreements that are accounted for as secured borrowings as of December 31, 20172019 and 20162018 were:

December 31, 2017

Remaining Contractual Maturity of the Agreements

Overnight and Continuous
Up to 30 Days
30-90 Days
Greater Than 90 Days
Total
U.S. Government-sponsored mortgage-backed securities$126,187

1,340

1,500

$7,596

$136,623

December 31, 2019

Remaining Contractual Maturity of the Agreements

Overnight and Continuous
Up to 30 Days
30-90 Days
Greater Than 90 Days
Total
U.S. Government-sponsored mortgage-backed securities$178,732

$

$7,672

$1,542

$187,946





December 31, 2018

Remaining Contractual Maturity of the Agreements

Overnight and Continuous
Up to 30 Days
30-90 Days
Greater Than 90 Days
Total
U.S. Government-sponsored mortgage-backed securities$104,883

$1,014

$7,615

$

$113,512


December 31, 2016

Remaining Contractual Maturity of the Agreements

Overnight and Continuous
Up to 30 Days
30-90 Days
Greater Than 90 Days
Total
U.S. Government-sponsored mortgage-backed securities$129,617

1,337

10,253

$5,273

$146,480





84

Table of Contents
PART II: ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(table dollar amounts in thousands, except share data)



NOTE 1213


BORROWINGS


The following table summarizes the Corporation's borrowings as of December 31, 20172019 and 2016:2018:

December 31, 2019
December 31, 2018
Federal funds purchased$55,000

$104,000
Securities sold under repurchase agreements187,946

113,512
Federal Home Loan Bank advances351,072

314,986
Subordinated debentures and term loans138,685

138,463
Total Borrowings$732,703

$670,961

December 31, 2017
December 31, 2016
Federal funds purchased$144,038

$120,349
Securities sold under repurchase agreements136,623

146,480
Federal Home Loan Bank advances414,377

298,923
Subordinated debentures and term loans139,349

128,445
Total Borrowings$834,387

$694,197

 


Securities sold under repurchase agreements consist of obligations of the Bank to other parties and are secured by U.S. Government-Sponsored Enterprise obligations. The maximum amount of outstanding agreements at any month-end during 20172019 and 20162018 totaled $145,883,000191,603,000 and $158,185,000143,016,000, respectively, and the average of such agreements totaled $134,401,000136,274,000 and $145,379,000124,762,000 during 20172019 and 20162018, respectively.


Contractual maturities of borrowings as of December 31, 20172019, are as follows:
Maturities in Years Ending December 31:Federal Funds Purchased
Securities Sold
Under Repurchase Agreements

Federal Home
Loan Bank
Advances

Subordinated
Debentures and
Term Loans
2020$55,000

$187,946

$41,370

$
2021



55,097


2022



95,097


2023



115,097


2024



97


After 2024



44,314

142,322
ASC 805 fair value adjustments at acquisition





(3,637)
 $55,000

$187,946

$351,072

$138,685

Maturities in Years Ending December 31:Federal Funds Purchased Securities Sold
Under Repurchase Agreements
 Federal Home
Loan Bank
Advances
 Subordinated
Debentures and
Term Loans
2018$144,038
 $136,623
 $171,391
 

2019    121,713
  
2020    41,273
  
2021    25,000
  
2022    20,000
  
After 2022    35,000
 $143,430
ASC 805 fair value adjustments at acquisition      (4,081)
 $144,038
 $136,623
 $414,377
 $139,349



80

Table of Contents
PART II: ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(table dollar amounts in thousands, except share data)



The terms of a security agreement with the FHLB require the Corporation to pledge, as collateral for advances, qualifying first mortgage loans, investment securities and multi-family loans in an amount equal to at least 142145 percent of these advances depending on the type of collateral pledged. Advances, withAt December 31, 2019, the outstanding FHLB advances had interest rates from 0.881.07 to 5.865.09 percent and are subject to restrictions or penalties in the event of prepayment. The total available remaining borrowing capacity from the FHLB at December 31, 20172019, was $664,177,000.$638,668,000. As of December 31, 2017,2019, the Corporation had $45,000,000$55,000,000 of putable advances with the FHLB.


Subordinated Debentures and Term Loans. As of December 31, 20172019 and 2016,2018, subordinated debentures and term loans totaled $139,349,000138,685,000 and $128,445,000,$138,463,000, respectively.


First Merchants Capital Trust II. The subordinated debenture was entered into on July 2, 2007 for $56,702,000. On August 10, 2015, the Corporation completed the cancellation of $5 million of subordinated debentures at a gain of $1,250,000. As of December 31, 2019, $51,702,000 of subordinated debentures remain outstanding with a maturity date of September 15, 2037. The Corporation could not redeem the debenture prior to September 15, 2012, and redemption is subject to the prior approval of the Board of Governors of the Federal Reserve System, as required by law or regulation. Interest was fixed at 6.495 percent for the period from the date of issuance through September 15, 2012; interest is now an annual floating rate equal to the three-month LIBOR plus 1.56 percent, reset quarterly. Interest is payable in March, June, September and December of each year. The interest rate at December 31, 2019 and 2018 was 3.45 percent and 4.35 percent, respectively. The Corporation holds all of the outstanding common securities of First Merchants Capital Trust II.

Ameriana Capital Trust I. On December 31, 2015 the Corporation acquired Ameriana Capital Trust I in conjunction with its acquisition of Ameriana Bancorp, Inc. The subordinated debentures of Ameriana Capital Trust I were entered into in March 2006 for $10,310,000 and have a maturity of March 2036. Ameriana could not redeem the debenture prior to March 2011, and redemption is subject to the prior approval of the Board of Governors of the Federal Reserve System, as required by law or regulation. The interest rate is equal to the three-month LIBOR plus 1.50 percent, reset quarterly. Interest is payable in March, June, September and December of each year. The interest rate at December 31, 2019 and 2018 was 3.39 percent and 4.29 percent, respectively. The Corporation holds all of the outstanding common securities of Ameriana Capital Trust I.

First Merchants Capital Trust II. The subordinated debenture was entered into on July 2, 2007 for $56,702,000. On August 10, 2015, the Corporation completed the cancellation85

Table of $5 million of subordinated debentures at a gain of $1,250,000. As of December 31, 2017, $51,702,000 of subordinated debentures remain outstanding with a maturity date of September 15, 2037. The Corporation could not redeem the debenture prior to September 15, 2012, and redemption is subject to the prior approval of the Board of Governors of the Federal Reserve System, as required by law or regulation. Interest was fixed at 6.495 percent for the period from the date of issuance through September 15, 2012; interest is now an annual floating rate equal to the three-month LIBOR plus 1.56 percent, reset quarterly. Interest is payableContents
PART II: ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(table dollar amounts in March, June, September and December of each year. The interest rate at December 31, 2017 and 2016 was 3.15 percent and 2.52 percent, respectively. The Corporation holds all of the outstanding common securities of First Merchants Capital Trust II.thousands, except share data)



Ameriana Capital Trust I. On December 31, 2015 the Corporation acquired Ameriana Capital Trust I in conjunction with its acquisition of Ameriana Bancorp, Inc. The subordinated debentures of Ameriana Capital Trust I were entered into in March 2007 for $10,310,000 and have a maturity of March 2036. Ameriana could not redeem the debenture prior to March 2011, and redemption is subject to the prior approval of the Board of Governors of the Federal Reserve System, as required by law or regulation. The interest rate is equal to the three-month LIBOR plus 1.50 percent, reset quarterly. Interest is payable in March, June, September and December of each year. The interest rate at December 31, 2017 and 2016 was 3.09 percent and 2.46 percent, respectively. The Corporation holds all of the outstanding common securities of Ameriana Capital Trust I.



Grabill Capital Trust I. On July 14, 2017 the Corporation acquired Grabill Capital Trust I in conjunction with its acquisition of Independent Alliance Banks, Inc. The subordinated debentures of Grabill Capital Trust I were entered into in June 2004 for $10,310,000 and have a maturity of July 23, 2034. IAB could not redeem the debenture prior to July 2009, and redemption is subject to the prior approval of the Board of Governors of the Federal Reserve System, as required by law or regulation. The interest rate is equal to the three-month LIBOR plus 2.60 percent, reset quarterly. Interest is payable in January, April, July and October of each year. The interest rate at December 31, 2019 and 2018 was 4.53 percent and 5.08 percent, respectively. The Corporation holds all of the outstanding common securities of Grabill Capital Trust I.
Grabill Capital Trust I. On July 14, 2017 the Corporation acquired Grabill Capital Trust I in conjunction with its acquisition of Independent Alliance Banks, Inc. The subordinated debentures of Grabill Capital Trust I were entered into in June 2004 for $10,310,000 and have a maturity of July 23, 2034. IAB could not redeem the debenture prior to July 2009, and redemption is subject to the prior approval of the Board of Governors of the Federal Reserve System, as required by law or regulation. The interest rate is equal to the three-month LIBOR plus 2.60 percent, reset quarterly. Interest is payable in January, April, July and October of each year. The interest rate at December 31, 2017 was 3.96 percent. The Corporation holds all of the outstanding common securities of Grabill Capital Trust I.


On November 1, 2013, the Corporation completed the private issuance and sale to four4 institutional investors of an aggregate of $70 million of debt comprised of (a) 5.00 percent Fixed-to-Floating Rate Senior Notes due 2028 in the aggregate principal amount of $5 million (the "Senior Debt") and (b) 6.75 percent Fixed-to -FloatingFixed-to-Floating Rate Subordinated Notes due 2028 in the aggregate principal amount of $65 million (the "Subordinated Debt"). The interest rate on the Senior Debt and Subordinated Debt remains fixed for the first ten (10) years and will become floating thereafter. Once the rates convert to floating on October 30, 2023, the Senior Debt will have an annual floating rate equal to the three-month LIBOR plus 2.345 percent and the Subordinated Debt will have an annual floating rate equal to the three-month LIBOR plus 4.095 percent. The Corporation has an option to redeem the Subordinated Debt in whole or in part at a redemption price equal to 100 percent of the principal amount of the redeemed Subordinated Notes, plus accrued and unpaid interest to the date of the redemption. The option of redemption is subject to the approval of the Federal Reserve Board. The Corporation has an option to redeem the Senior Debt in whole or in part at a redemption price equal to 100 percent of the principal amount of the redeemed Senior Notes, plus accrued and unpaid interest to the date of the redemption; provided, however, that no Subordinated Notes (as defined in the Issuing and Paying Agency Agreement) may remain outstanding subsequent to any early redemption of Senior Notes. The Subordinated Debt and the Senior Debt options to redeem begin with the interest payment date on October 30, 2023, or on any scheduled interest payment date thereafter. The Senior Debt agreement contains certain customary representations and warranties and financial and negative covenants. As of December 31, 20172019 and 20162018 the Corporation was in compliance with these covenants.




81

Table of Contents
PART II: ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(table dollar amounts in thousands, except share data)




NOTE 1314


DERIVATIVE INSTRUMENTS AND HEDGING ACTIVITIES


Risk Management Objective of Using Derivatives


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


Cash Flow Hedges of Interest Rate Risk


The Corporation’s objectives in using interest rate derivatives are to add stability to interest expense and to manage its exposure to interest rate movements. To accomplish this objective, the Corporation primarily uses interest rate swaps and interest rate caps as part of its interest rate risk management strategy.  Interest rate swaps designated as cash flow hedges involve the payment of fixed amounts to a counterparty in exchange for the Corporation receiving variable payments over the life of the agreements without exchange of the underlying notional amount. Interest rate caps designated as cash flow hedges involve the receipt of variable amounts from a counterparty if interest rates rise above the strike rate on the contract in exchange for an up-front premium.  As of December 31, 2017 and 2016,2019, the Corporation had five4 interest rate swaps with a notional amount of $56.0$46.0 million. As of December 31, 2018, the Corporation had 4 interest rate swaps with a notional amount of $46.0 million and one1 interest rate cap with a notional amount of $13.0 million.


The effective portion of changes in the fair value of derivatives designated and that qualify as cash flow hedges is recorded in accumulated other comprehensive income and is subsequently reclassified into earnings in the period that the hedged forecasted transaction affects earnings. During 2017,2019, $26.0 million of the interest rate swaps and the $13.0 million interest rate cap were used to hedge the variable cash outflows (LIBOR-based) associated with existing trust preferred securities when the outflows converted from a fixed rate to variable rate in September 2012.  In addition, the remaining $30.0$20.0 million of interest rate swaps were used to hedge the variable cash outflows (LIBOR-based) associated with threetwo Federal Home Loan Bank advances. The ineffective portion of the change in fair value of the derivatives is recognized directly in earnings. During the years ended December 31, 20172019 and 2016,2018, the Corporation did not recognize any ineffectiveness.


Amounts reported in accumulated other comprehensive income related to derivatives will be reclassified to interest expense as interest payments are made on the Corporation’s variable-rate liabilities.  During the next twelve months, the Corporation expects to reclassify $640,000$490,000 from accumulated other comprehensive income to interest expense.



86

Table of Contents
PART II: ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(table dollar amounts in thousands, except share data)



Non-designated Hedges


The Corporation does not use derivatives for trading or speculative purposes.  Derivatives not designated as hedges are not speculative and result from a service the Corporation provides to certain customers. The Corporation executes interest rate swaps with commercial banking customers to facilitate their respective risk management strategies.  Those interest rate swaps are simultaneously hedged by offsetting interest rate swaps that the Corporation executes with a third party, such that the Corporation minimizes its net risk exposure resulting from such transactions.  As the interest rate swaps associated with this program do not meet the strict hedge accounting requirements, changes in the fair value of both the customer swaps and the offsetting swaps are recognized directly in earnings.  As of December 31, 2017,2019, the notional amount of customer-facing swaps was approximately $396,206,000.$692,287,000.  This amount is offset with third party counterparties, as described above. 


Fair Values of Derivative Instruments on the Balance Sheet


The table below presents the fair value of the Corporation’s derivative financial instruments as well as their classification on the Balance Sheet as of December 31, 20172019 and December 31, 20162018.
 Asset Derivatives
Liability Derivatives
 December 31, 2019
December 31, 2018
December 31, 2019
December 31, 2018
 Balance Sheet Location
Fair
Value

Balance Sheet Location
Fair
Value

Balance Sheet Location
Fair
Value

Balance Sheet Location
Fair
Value
Derivatives designated as hedging instruments: 
 
 
 
 
 
 
 
Interest rate contractsOther Assets
$

Other Assets
$135

Other Liabilities
$1,444

Other Liabilities
$688
Derivatives not designated as hedging instruments: 
 
 
 
 
 
 
 
Interest rate contractsOther Assets
$27,855

Other Assets
$11,948

Other Liabilities
$27,855

Other Liabilities
$11,948

 Asset Derivatives
Liability Derivatives
 December 31, 2017
December 31, 2016
December 31, 2017
December 31, 2016
 Balance Sheet Location
Fair
Value

Balance Sheet Location
Fair
Value

Balance Sheet Location
Fair
Value

Balance Sheet Location
Fair
Value
Derivatives designated as hedging instruments: 
 
 
 
 
 
 
 
Interest rate contractsOther Assets
$18

Other Assets
$15

Other Liabilities
$1,383

Other Liabilities
$2,182
Derivatives not designated as hedging instruments: 
 
 
 
 
 
 
 
Interest rate contractsOther Assets
$7,305

Other Assets
$6,295

Other Liabilities
$7,305

Other Liabilities
$6,295




82

Table of Contents
PART II: ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(table dollar amounts in thousands, except share data)




The amount of gain (loss) recognized in other comprehensive income is included in the table below for the periods indicated.
Derivatives in Cash Flow Hedging RelationshipsAmount of Gain (Loss) Recognized in Other Comprehensive Income on Derivative
(Effective Portion)
For the Year Ended December 31,
2019
2018
Interest rate products$(1,072)
$247

Derivatives in Cash Flow Hedging RelationshipsAmount of Gain (Loss) Recognized in Other Comprehensive Income on Derivative
(Effective Portion)
For the Year Ended
2017
2016
Interest rate products$13

$(368)




Effect of Derivative Instruments on the Income Statement


The tables below present the effect of the Corporation’s derivative financial instruments on the Income Statement for the years ended December 31, 20172019, 20162018 and 2015.2017.
Derivatives Not
Designated as Hedging
Instruments under
FASB ASC 815-10
Location of Gain
(Loss) Recognized in
Income on Derivative
Amount of Gain (Loss) Recognized in Income on Derivative
2017
2016
2015
Interest rate contractsOther income$

$211

$(53)
Derivatives Designated as Hedging
Instruments under
FASB ASC 815-10
Location of Loss Reclassified from Accumulated Other Comprehensive Income (Effective Portion)Amount of Loss Reclassified from Other Comprehensive Income into Income (Effective Portion)
2019
2018
2017
Interest rate contractsInterest expense$(334)
$(470)
$(985)



Derivatives Designated as Hedging
Instruments under
FASB ASC 815-10
Location of Loss Reclassified from Accumulated Other Comprehensive Income (Effective Portion)Amount of Loss Reclassified from Other Comprehensive Income into Income (Effective Portion)
2017
2016
2015
Interest rate contractsInterest expense$(985)
$(1,250)
$(1,427)



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


Credit-Risk-Related Contingent Features


The Corporation has agreements with certain of its derivative counterparties that contain a provision where if the Corporation fails to maintain its status as a well/adequately capitalized institution, then the Corporation could be required to terminate or fully collateralize all outstanding derivative contracts. Additionally, the Corporation has agreements with certain of its derivative counterparties that contain a provision where if the Corporation defaults on any of its indebtedness, including default where repayment repayment��of the indebtedness has not been accelerated by the lender, then the Corporation could also be declared in default on its derivative obligations. As of December 31, 20172019, the termination value of derivatives in a net liability position related to these agreements was $2,579,00028,734,000. As of December 31, 20172019, the Corporation has minimum collateral posting thresholds with certain of its derivative counterparties and has posted collateral of $11,866,00042,255,000. If the Corporation had breached any of these provisions at December 31, 20172019, it could have been required to settle its obligations under the agreements at their termination value.





87

Table of Contents
PART II: ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(table dollar amounts in thousands, except share data)



NOTE 1415


FAIR VALUES OF FINANCIAL INSTRUMENTS


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


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


83

Table of Contents
PART II: ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(table dollar amounts in thousands, except share data)




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


RECURRING MEASUREMENTS


Assets and liabilities are considered to be measured at fair value on a recurring basis if fair value is measured regularly (i.e., daily, weekly, monthly or quarterly). Recurring valuation occurs at a minimum on the measurement date. Assets and liabilities are considered to be measured at fair value on a non-recurringnonrecurring basis if the fair value measurement of the instrument does not necessarily result in a change in the amount recorded on the balance sheet. Generally, nonrecurring valuation is the result of the application of other accounting pronouncements which require assets or liabilities to be assessed for impairment or recorded at the lower of cost or fair value. The fair value of assets or liabilities transferred in or out of Level 3 is measured on the transfer date, with any additional changes in fair value subsequent to the transfer considered to be realized or unrealized gains or losses.


Following is a description of the valuation methodologies used for instruments measured at fair value on a recurring basis and recognized in the
accompanying balance sheets, as well as the general classification of such instruments pursuant to the valuation hierarchy.


Investment Securities


Where quoted prices are available in an active market, securities are classified within Level 1 of the valuation hierarchy. At December 31, 2017, there wereThe Corporation currently has no securities classified within Level 1 securities. At December 31, 2016,of the hierarchy. Where significant observable inputs, other than Level 1 securities included equity securities. If quoted market prices, are not available, then fair valuessecurities are estimated by using pricing models, quoted pricesclassified within Level 2 of securities with similar characteristics or discounted cash flows.the valuation hierarchy. Level 2 securities included agencies,include government-sponsored mortgage backs,agency and mortgage-backed securities and state and municipal and equity securities. In certain cases where Level 1 or Level 2 inputs are not available, securities are classified within Level 3 of the hierarchy. Level 3 securities includedhierarchy and include state and municipal, government-sponsored mortgage-backed securities and corporate obligations and equity securities. Level 3 fair value for state and municipal, corporate obligations and equity securities was determined using a discounted cash flow model that incorporated market estimates of interest rates and volatility in markets that have not been active.


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



88

Table of Contents
PART II: ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(table dollar amounts in thousands, except share data)



Interest Rate Derivative Agreements


See information regarding the Corporation’s interest rate derivative products in NOTE 13.14. DERIVATIVE INSTRUMENTS AND HEDGING ACTIVITIES of these Notes to Consolidated Financial Statements. The following table presents the fair value measurements of assets and liabilities recognized in the accompanying balance sheets measured at fair value on a recurring basis and the level within the ASC 820-10 fair value hierarchy in which the fair value measurements fall at December 31, 20172019 and 2016.2018.
   Fair Value Measurements Using:   Fair Value Measurements Using:
   Quoted Prices in Active
Markets for Identical Assets
 Significant Other Observable Inputs Significant
Unobservable Inputs
   Quoted Prices in Active
Markets for Identical Assets
 Significant Other Observable Inputs Significant
Unobservable Inputs
December 31, 2017 Fair Value (Level 1) (Level 2) (Level 3)
December 31, 2019 Fair Value (Level 1) (Level 2) (Level 3)
Available for sale securities:              
U.S. Government-sponsored agency securities
$38,875

$

$38,875

$
State and municipal $526,693
 $522,750
 $3,943

899,796



896,938

2,858
U.S. Government-sponsored mortgage-backed securities 470,866
 470,866
  
851,323



851,319

4
Corporate obligations 31
   31

31





31
Equity securities 2,357
 
 2,353
 4
Interest rate swap asset 7,305
 7,305
  
27,855



27,855


Interest rate cap 18
 18
  
Interest rate swap liability 8,688
 8,688
  
29,299



29,299




84
    Fair Value Measurements Using:
    Quoted Prices in Active
Markets for Identical Assets
 Significant Other Observable Inputs Significant
Unobservable Inputs
December 31, 2018 Fair Value (Level 1) (Level 2) (Level 3)
Available for sale securities:        
U.S. Government-sponsored agency securities
$13,582

$

$13,582

$
State and municipal
606,135



602,842

3,293
U.S. Government-sponsored mortgage-backed securities
522,447



522,443

4
Corporate obligations
31





31
Interest rate swap asset
11,948



11,948


Interest rate cap
135



135


Interest rate swap liability
12,636



12,636



Table of Contents
PART II: ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(table dollar amounts in thousands, except share data)



    Fair Value Measurements Using:
    Quoted Prices in Active
Markets for Identical Assets
 Significant Other Observable Inputs Significant
Unobservable Inputs
December 31, 2016 Fair Value (Level 1) (Level 2) (Level 3)
Available for sale securities:        
U.S. Government-sponsored agency securities $100
   $100
  
State and municipal 363,658
   358,524
 $5,134
U.S. Government-sponsored mortgage-backed securities 312,292
   312,292
  
Corporate obligations 31
     31
Equity securities 20,781
 $18,765
 2,012
 4
Interest rate swap asset 6,295
   6,295
  
Interest rate cap 15
   15
  
Interest rate swap liability 8,477
   8,477
  



LEVEL 3 RECONCILIATION


The following is a reconciliation of the beginning and ending balances of recurring fair value measurements recognized in the accompanying balance sheets using significant unobservable Level 3 inputs for year ended December 31, 20172019 and 2016.2018.
Available for Sale SecuritiesAvailable for Sale Securities
For The Year EndedFor The Year Ended
December 31, 2017 December 31, 2016December 31, 2019 December 31, 2018
Beginning Balance$5,169
 $5,932
$3,328
 $3,978
Included in other comprehensive income26
 (223)80
 (49)
Principal payments(1,217) (540)(515) (601)
Ending balance$3,978
 $5,169
$2,893
 $3,328




There were no gains or losses included in earnings that were attributable to the changes in unrealized gains or losses related to assets or liabilities held at December 31, 20172019 or 2016.2018.


TRANSFERS BETWEEN LEVELS


There were no0 transfers in or out of Level 3 during 20172019 or 2016.2018.



89

Table of Contents
PART II: ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(table dollar amounts in thousands, except share data)



NONRECURRING MEASUREMENTS


Following is a description of valuation methodologies used for instruments measured at fair value on a non-recurring basis and recognized in the accompanying balance sheets, as well as the general classification of such instruments pursuant to the valuation hierarchy for year ended December 31, 20172019 and 2016.2018.

 
Fair Value Measurements Using
 
Fair Value Measurements Using

 
Quoted Prices in Active
Markets for Identical Assets

Significant Other Observable Inputs
Significant
Unobservable Inputs

 
Quoted Prices in Active
Markets for Identical Assets

Significant Other Observable Inputs
Significant
Unobservable Inputs
December 31, 2017
Fair Value
(Level 1)
(Level 2)
(Level 3)
December 31, 2019
Fair Value
(Level 1)
(Level 2)
(Level 3)
Impaired Loans (collateral dependent)
$9,576


$9,576

$5,653





$5,653
Other real estate owned
$859


$859

$194





$194




 
 
Fair Value Measurements Using
 
 
Quoted Prices in Active
Markets for Identical Assets

Significant Other Observable Inputs
Significant
Unobservable Inputs
December 31, 2018
Fair Value
(Level 1)
(Level 2)
(Level 3)
Impaired Loans (collateral dependent)
$11,866





$11,866
Other real estate owned
$657





$657

 
 
Fair Value Measurements Using
 
 
Quoted Prices in Active
Markets for Identical Assets

Significant Other Observable Inputs
Significant
Unobservable Inputs
December 31, 2016
Fair Value
(Level 1)
(Level 2)
(Level 3)
Impaired Loans (collateral dependent)
$15,318

 
 
$15,318
Other real estate owned
$1,612

 
 
$1,612

85

Table of Contents
PART II: ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(table dollar amounts in thousands, except share data)



 
Impaired Loans (collateral dependent)


Loans for which it is probable that the Corporation will not collect all principal and interest due according to contractual terms are measured for impairment. Allowable methods for determining the amount of impairment include estimating fair value of the collateral for collateral dependent loans. If the impaired loan is identified as collateral dependent, then the fair value method of measuring the amount of impairment is utilized. This method requires obtaining a current independent appraisal of the collateral and applying a discount factor to the value. A portion of the allowance for loan losses is allocated to impaired loans if the value of such loans is deemed to be less than the unpaid balance. If these allocations cause the allowance for loan losses to increase, such increase is reported as a component of the provision for loan losses. Loan losses are charged against the allowance when management believes the uncollectability of the loan is confirmed. During 2017,2018 and 2019, certain impaired loans were partially charged off or re-evaluated. Impaired loans that are collateral dependent are classified within Level 3 of the fair value hierarchy when impairment is determined using the fair value method.


Other Real Estate Owned


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



90

Table of Contents
PART II: ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(table dollar amounts in thousands, except share data)



UNOBSERVABLE (LEVEL 3) INPUTS


The following table presents quantitative information about unobservable inputs used in recurring and nonrecurring Level 3 fair value measurements, other than goodwill, at December 31, 20172019 and 2016.2018.
December 31, 2019Fair Value Valuation Technique Unobservable Inputs Range (Weighted-Average)
State and municipal securities$2,858
 Discounted cash flow Maturity Call Date
US Muni BQ curve
Discount rate
 1 month to 15 years
A- to BBB-
2% - 5%
        
Corporate obligations and U.S. Government-sponsored mortgage backed securities$35
 Discounted cash flow Risk free rate
plus Premium for illiquidity
 3 month LIBOR
plus 200 bps
        
Impaired loans (collateral dependent)$5,653
 Collateral based measurements Discount to reflect current market conditions and ultimate collectability 0% - 10% (1%)
        
Other real estate owned$194
 Appraisals Discount to reflect current market conditions 0% - 37% (37%)

December 31, 2017Fair Value Valuation Technique Unobservable Inputs Range (Weighted-Average)
State and municipal securities$3,943
 Discounted cash flow Maturity Call Date
US Muni BQ curve
Discount rate
 1 month to 20 years
A- to BBB-
.69% - 5%
        
Corporate obligations and Equity securities$35
 Discounted cash flow Risk free rate
plus Premium for illiquidity
 3 month LIBOR
plus 200 bps
        
Impaired loans (collateral dependent)$9,576
 Collateral based measurements Discount to reflect current market conditions and ultimate collectability 0% - 10% (1%)
        
Other real estate owned$859
 Appraisals Discount to reflect current market conditions 0% - 10% (2%)




December 31, 2018Fair Value Valuation Technique Unobservable Inputs Range (Weighted-Average)
State and municipal securities$3,293
 Discounted cash flow Maturity Call Date
US Muni BQ curve
Discount rate
 1 month to 20 years
A- to BBB-
.69% - 5%
        
Corporate obligations and U.S. Government-sponsored mortgage backed securities$35
 Discounted cash flow Risk free rate
plus Premium for illiquidity
 3 month LIBOR
plus 200 bps
        
Impaired loans (collateral dependent)$11,866
 Collateral based measurements Discount to reflect current market conditions and ultimate collectability 0% - 10% (6%)
        
Other real estate owned$657
 Appraisals Discount to reflect current market conditions 0% - 10% (4%)

December 31, 2016Fair Value Valuation Technique Unobservable Inputs Range (Weighted-Average)
State and municipal securities$5,134
 Discounted cash flow Maturity Call Date
US Muni BQ curve
Discount rate
 1 month to 20 years
A- to BBB-
.69% - 5%
        
Corporate obligations and Equity securities$35
 Discounted cash flow Risk free rate
plus Premium for illiquidity
 3 month LIBOR
plus 200 bps
        
Impaired loans (collateral dependent)$15,318
 Collateral based measurements Discount to reflect current market conditions and ultimate collectability 0% - 10% (1%)
        
Other real estate owned$1,612
 Appraisals Discount to reflect current market conditions 0% - 10% (9%)




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


State and Municipal Securities, Corporate Obligations, and EquityU.S. Government-sponsored Mortgage Backed Securities


The significant unobservable inputs used in the fair value measurement of the Corporation's state and municipal securities, corporate obligations
and equityU.S. Government-sponsored mortgage backed securities are premiums for unrated securities and marketability discounts. Significant
increases or decreases in either of those inputs in isolation would result in a significantly lower or higher fair value measurement. Generally,
changes in on inputeither of those inputs will not affect the other input.




8691

Table of Contents
PART II: ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(table dollar amounts in thousands, except share data)






FAIR VALUE OF FINANCIAL INSTRUMENTS


The following table presents estimated fair values of the Corporation's financial instruments and the level within the fair value hierarchy in which the fair value measurements fall at December 31, 20172019 and 2016.2018.
20172019
Carrying
Amount

Quoted Prices in Active Markets for Identical Assets
(Level 1)

Significant Other Observable Inputs
(Level 2)

Significant Unobservable Inputs
(Level 3)
Carrying
Amount

Quoted Prices in Active Markets for Identical Assets
(Level 1)

Significant Other Observable Inputs
(Level 2)

Significant Unobservable Inputs
(Level 3)
Assets at December 31: 


 
  


 
 
Cash and cash equivalents$154,905

$154,905






$177,201

$177,201

$

$
Interest-bearing time deposits35,027

35,027






118,263

118,263




Investment securities available for sale999,947




$995,969

$3,978
1,790,025



1,787,132

2,893
Investment securities held to maturity560,655




556,305

11,903
806,038



799,884

27,682
Loans held for sale7,216




7,216



9,037



9,037


Loans6,676,167







6,534,877
8,379,026





8,335,340
Federal Home Loan Bank stock23,825




23,825



28,736



28,736


Interest rate swap asset7,323




7,323



27,855



27,855


Interest receivable37,130




37,130



48,901



48,901


Liabilities at December 31:













Deposits$7,172,530

$5,741,019

$1,406,526



$9,839,956

$8,146,745

$1,675,202

$
Borrowings:













Federal funds purchased144,038




144,038



55,000



55,000


Securities sold under repurchase agreements136,623




136,562



187,946



187,801


Federal Home Loan Bank advances414,377




361,085



351,072



352,581


Subordinated debentures and term loans139,349




120,085



138,685



123,571


Interest rate swap liability8,688




8,688



29,299



29,299


Interest payable4,390




4,390



6,754



6,754






 2018
 Carrying
Amount

Quoted Prices in Active Markets for Identical Assets
(Level 1)

Significant Other Observable Inputs
(Level 2)

Significant Unobservable Inputs
(Level 3)
Assets at December 31: 


 
 
Cash and cash equivalents$139,247

$139,247

$

$
Interest-bearing time deposits36,963

36,963




Investment securities available for sale1,142,195



1,138,867

3,328
Investment securities held to maturity490,387



481,377

7,840
Loans held for sale4,778



4,778


Loans7,143,915





7,004,193
Federal Home Loan Bank stock24,588



24,588


Interest rate swap asset12,083



12,083


Interest receivable40,881



40,881


Liabilities at December 31:






Deposits$7,754,593

$6,267,879

$1,464,129

$
Borrowings:






Federal funds purchased104,000



104,000


Securities sold under repurchase agreements113,512



113,437


Federal Home Loan Bank advances314,986



318,728


Subordinated debentures and term loans138,463



127,298


Interest rate swap liability12,636



12,636


Interest payable5,607



5,607



 2016
 Carrying
Amount

Quoted Prices in Active Markets for Identical Assets
(Level 1)

Significant Other Observable Inputs
(Level 2)

Significant Unobservable Inputs
(Level 3)
Assets at December 31: 


 
 
Cash and cash equivalents$127,927

$127,927






Interest-bearing time deposits24,459

24,459






Investment securities available for sale696,862

18,765

$672,928

$5,169
Investment securities held to maturity607,643




597,246

14,687
Loans held for sale2,929




2,929



Loans5,073,608







4,933,552
Federal Home Loan Bank stock17,964




17,964



Interest rate swap asset6,310




6,310



Interest receivable26,194




26,194



Liabilities at December 31:






Deposits$5,556,498

$4,427,605

$1,111,491



Borrowings:






Federal funds purchased120,349




120,349



Securities sold under repurchase agreements146,480




146,449



Federal Home Loan Bank advances298,923




297,465



Subordinated debentures and term loans128,445




105,930



Interest rate swap liability8,477




8,477



Interest payable3,110



3,110








8792

Table of Contents
PART II: ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(table dollar amounts in thousands, except share data)





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

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

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

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

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

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

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

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

Interest receivable and Interest payable:  The fair value of interest receivable/payable approximates carrying value.

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

Borrowings:  The fair value of Federal Funds purchased approximates the carrying amount. The fair value of all other borrowings is estimated using a discounted cash flow calculation, based on current rates for similar debt.



NOTE 1516


COMMITMENTS AND CONTINGENT LIABILITIES


In the normal course of business there are outstanding commitments and contingent liabilities, such as commitments to extend credit and standby letters of credit, which are not included in the accompanying financial statements.  The Corporation's exposure to credit loss in the event of nonperformance by the other party to the financial instruments for commitments to extend credit and standby letters of credit is represented by the contractual or notional amount of those instruments.  The Bank uses the same credit policies in making such commitments as they do for instruments that are included in the consolidated balance sheets.


Financial instruments, whose contract amount represents credit risk as of December 31, were as follows:
 2019
2018
Amounts of commitments: 
 
Loan commitments to extend credit$3,005,064

$2,684,806
Standby letters of credit$30,200

$32,862

 2017
2016
Amounts of commitments: 
 
Loan commitments to extend credit$2,482,641

$2,057,878
Standby letters of credit$43,526

$46,010



Commitments to extend credit are agreements to lend to a customer, as long as there is no violation of any condition established in the contract.  Commitments generally have fixed expiration dates or other termination clauses and may require payment of a fee. Since many of the commitments are expected to expire without being drawn upon, the total commitment amounts do not necessarily represent future cash requirements.  The Bank evaluates each customer’s creditworthiness on a case-by-case basis. The amount of collateral obtained, if deemed necessary by the Bank upon extension of credit, is based on management's credit evaluation.  Collateral held varies, but may include accounts receivable, inventory, property and equipment, and income-producing commercial properties.


Standby letters of credit are conditional commitments issued by the Bank to guarantee the performance of a customer to a third party.


The Corporation and subsidiaries are also subject to claims and lawsuits, which arise primarily in the ordinary course of business.  It is the opinion of management that the disposition or ultimate resolution of such claims and lawsuits will not have a material adverse effect on the consolidated financial position of the Corporation.



88

Table of Contents
PART II: ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(table dollar amounts in thousands, except share data)




NOTE 1617
 
ACCUMULATED OTHER COMPREHENSIVE INCOME (LOSS)


The following table summarizes the changes in the balances of each component of accumulated other comprehensive income (loss), net of tax, as of December 31, 20172019 and 2016:2018:

Accumulated Other Comprehensive Income (Loss)

Unrealized Gains (Losses) on Securities Available for Sale
Unrealized Gains (Losses) on Cash Flow Hedges
Unrealized Gains (Losses) on Defined Benefit Plans
Total
Balance at December 31, 2018$(6,343)
$(559)
$(14,520)
$(21,422)
Other comprehensive income before reclassifications48,703

(846)
4,579

52,436
Amounts reclassified from accumulated other comprehensive income(3,488)
264

84

(3,140)
Period change45,215

(582)
4,663

49,296
Balance at December 31, 2019$38,872

$(1,141)
$(9,857)
$27,874
















Balance at December 31, 2017$8,970

$(1,125)
$(10,753)
$(2,908)
Other comprehensive income before reclassifications(13,872)
437

(1,435)
(14,870)
Amounts reclassified from accumulated other comprehensive income(3,373)
371

(16)
(3,018)
Period change(17,245)
808

(1,451)
(17,888)
Reclassification adjustment under ASU 2018-021,932

(242)
(2,316)
(626)
Balance at December 31, 2018$(6,343)
$(559)
$(14,520)
$(21,422)




93

Table of Contents
PART II: ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(table dollar amounts in thousands, except share data)


Accumulated Other Comprehensive Income (Loss)

Unrealized Gains (Losses) on Securities Available for Sale
Unrealized Gains (Losses) on Cash Flow Hedges
Unrealized Gains (Losses) on Defined Benefit Plans
Total
Balance at December 31, 2016$1,035

$(1,774)
$(12,842)
$(13,581)
Other comprehensive income before reclassifications9,645

9

2,686

12,340
Amounts reclassified from accumulated other comprehensive income(1,710)
640

(597)
(1,667)
Period change7,935

649

2,089

10,673
Balance at December 31, 2017$8,970

$(1,125)
$(10,753)
$(2,908)
















Balance at December 31, 2015$12,325

$(2,347)
$(11,340)
$(1,362)
Other comprehensive income before reclassifications(9,087)
(240)
(470)
(9,797)
Amounts reclassified from accumulated other comprehensive income(2,203)
813

(1,032)
(2,422)
Period change(11,290)
573

(1,502)
(12,219)
Balance at December 31, 2016$1,035

$(1,774)
$(12,842)
$(13,581)




The following table presents the reclassification adjustments out of accumulated other comprehensive income (loss) that were included in net income in the Consolidated Condensed Statements of Income for the years ended December 31, 2017, 20162019, 2018 and 2015:2017:

Amount Reclassified from Accumulated Other Comprehensive Income (Loss) For the Year Ended December 31,
Amount Reclassified from Accumulated Other Comprehensive Income (Loss) For the Year Ended December 31,
Details about Accumulated Other Comprehensive Income (Loss) Components2017
2016
2015
Affected Line Item in the Statements of Income2019
2018
2017
Affected Line Item in the Statements of Income
Unrealized gains (losses) on available for sale securities (1)












Realized securities gains reclassified into income$2,631

$3,389

$2,670

Other income - net realized gains on sales of available for sale securities$4,415

$4,269

$2,631

Other income - net realized gains on sales of available for sale securities
Related income tax expense(921)
(1,186)
(934)
Income tax expense(927)
(896)
(921)
Income tax expense

$1,710

$2,203

$1,736

$3,488

$3,373

$1,710














Unrealized gains (losses) on cash flow hedges (2)












Interest rate contracts$(985)
$(1,250)
$(1,427)
Interest expense - subordinated debentures and term loans$(334)
$(470)
$(985)
Interest expense - subordinated debentures and term loans
Related income tax benefit345

437

499

Income tax expense70

99

345

Income tax expense

$(640)
$(813)
$(928)
$(264)
$(371)
$(640)













Unrealized gains (losses) on defined benefit plans











Amortization of net loss and prior service costs$806

$1,588

$305

Other expenses - salaries and employee benefits$(106)
$20

$806

Other expenses - salaries and employee benefits
Related income tax benefit (expense)(209)
(556)
(107)
Income tax expense22

(4)
(209)
Income tax expense

$597

$1,032

$198

$(84)
$16

$597














Total reclassifications for the period, net of tax$1,667

$2,422

1,006

$3,140

$3,018

1,667





(1) For additional detail related to unrealized gains (losses) on available for sale securities and related amounts reclassified from accumulated other comprehensive income see NOTE 4. INVESTMENT SECURITIES.


(2) For additional detail related to unrealized gains (losses) on cash flow hedges and related amounts reclassified from accumulated other comprehensive income see NOTE 13.14. DERIVATIVE INSTRUMENTS AND HEDGING ACTIVITIES.




89

Table of Contents
PART II: ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(table dollar amounts in thousands, except share data)




NOTE 1718


REGULATORY CAPITAL AND DIVIDENDS


Regulatory Capital


Capital adequacy is an important indicator of financial stability and performance. The Corporation and the Bank are subject to various regulatory capital requirements administered by the federal banking agencies and are assigned to a capital category. The assigned capital category is largely determined by four ratios that are calculated according to the regulations: total risk-based capital, tier 1 risk-based capital, common equity tier 1 capital,CET1, and tier 1 leverage ratios. The ratios are intended to measure capital relative to assets and credit risk associated with those assets and off-balance sheet exposures of the entity. The capital category assigned to an entity can also be affected by qualitative judgments made by regulatory agencies about the risk inherent in the entity's activities that are not part of the calculated ratios.


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


Basel III was effective for the Corporation on January 1, 2015. Basel III requires the Corporation and the Bank to maintain a minimum ratio of CET1 capital to risk weighted assets, as defined in the regulation. Under the new Basel III rules, in order to avoid limitations on capital distributions, including dividends, the Corporation must hold a capital conservation buffer above the adequately capitalized CET1 capital to risk-weighted assets ratio. The capital conservation buffer is beingwas phased in from zero percent in 2015 to the fully-implemented 2.50 percent by 2019. As of January 1, 2017, the Corporation was required to hold a capital conservation buffer of 1.25 percent, which amount increases by 0.625 percent in each successive year until 2019. Under Basel III, the Corporation and Bank elected to opt-out of including AOCIaccumulated other comprehensive income in regulatory capital.




94

Table of Contents
PART II: ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(table dollar amounts in thousands, except share data)



As of December 31, 2017,2019, the Bank met all capital adequacy requirements to be considered well capitalized. There is no threshold for well capitalized status for bank holding companies. The Corporation's and Bank's actual and required capital ratios as of December 31, 20172019 and December 31, 20162018 were as follows:
     Prompt Corrective Action Thresholds
 Actual Adequately Capitalized Well Capitalized
December 31, 2019Amount Ratio Amount Ratio Amount Ratio
Total risk-based capital to risk-weighted assets           
First Merchants Corporation$1,400,617
 14.29% $783,946
 8.00% N/A
 N/A
First Merchants Bank1,267,649
 12.87
 787,753
 8.00
 $984,691
 10.00%
Tier 1 capital to risk-weighted assets           
First Merchants Corporation$1,255,333
 12.81% $587,960
 6.00% N/A
 N/A
First Merchants Bank1,187,365
 12.06
 590,815
 6.00
 $787,753
 8.00%
Common equity tier 1 capital to risk-weighted assets           
First Merchants Corporation$1,188,970
 12.13% $440,970
 4.50% N/A
 N/A
First Merchants Bank1,187,365
 12.06
 443,111
 4.50
 $640,049
 6.50%
Tier 1 capital to average assets           
First Merchants Corporation$1,255,333
 10.54% $476,383
 4.00% N/A
 N/A
First Merchants Bank1,187,365
 9.99
 475,564
 4.00
 $594,455
 5.00%
            
     





Prompt Corrective Action Thresholds
 Actual
Adequately Capitalized
Well Capitalized
December 31, 2018Amount
Ratio
Amount
Ratio
Amount
Ratio
Total risk-based capital to risk-weighted assets










First Merchants Corporation$1,177,725

14.61%
$644,871

8.00%
N/A

N/A
First Merchants Bank1,092,602

13.46

649,531

8.00

$811,914

10.00%
Tier 1 capital to risk-weighted assets










First Merchants Corporation$1,032,173

12.80%
$483,653

6.00%
N/A

N/A
First Merchants Bank1,012,050

12.47

487,148

6.00

$649,531

8.00%
Common equity tier 1 capital to risk-weighted assets










First Merchants Corporation$966,032

11.98%
$362,740

4.50%
N/A

N/A
First Merchants Bank1,012,050

12.47

365,361

4.50

$527,744

6.50%
Tier 1 capital to average assets










First Merchants Corporation$1,032,173

10.91%
$378,379

4.00%
N/A

N/A
First Merchants Bank1,012,050

10.70

379,397

4.00

$472,996

5.00%

     Prompt Corrective Action Thresholds
 Actual Adequately Capitalized Well Capitalized
December 31, 2017Amount Ratio Amount Ratio Amount Ratio
Total risk-based capital to risk-weighted assets           
First Merchants Corporation$1,048,757
 13.69% $612,848
 8.00% N/A
 N/A
First Merchants Bank1,016,355
 13.17
 617,477
 8.00
 $771,847
 10.00%
Tier 1 capital to risk-weighted assets           
First Merchants Corporation$908,725
 11.86% $459,636
 6.00% N/A
 N/A
First Merchants Bank941,323
 12.20
 463,108
 6.00
 $617,477
 8.00%
Common equity tier 1 capital to risk-weighted assets           
First Merchants Corporation$842,806
 11.00% $344,727
 4.50% N/A
 N/A
First Merchants Bank941,323
 12.20
 347,331
 4.50
 $501,700
 6.50%
Tier 1 capital to average assets           
First Merchants Corporation$908,725
 10.43% $348,407
 4.00% N/A
 N/A
First Merchants Bank941,323
 10.83
 347,794
 4.00
 $434,742
 5.00%
            
     





Prompt Corrective Action Thresholds
 Actual
Adequately Capitalized
Well Capitalized
December 31, 2016Amount
Ratio
Amount
Ratio
Amount
Ratio
Total risk-based capital to risk-weighted assets










First Merchants Corporation$851,521

14.21%
$479,470

8.00%
N/A

N/A
First Merchants Bank800,598

13.30

481,490

8.00

$601,862

10.00%
Tier 1 capital to risk-weighted assets










First Merchants Corporation$720,484

12.02%
$359,603

6.00%
N/A

N/A
First Merchants Bank734,561

12.20

361,117

6.00

$481,490

8.00%
Common equity tier 1 capital to risk-weighted assets










First Merchants Corporation$665,445

11.10%
$269,702

4.50%
N/A

N/A
First Merchants Bank734,561

12.20

270,838

4.50

$391,210

6.50%
Tier 1 capital to average assets










First Merchants Corporation$720,484

10.54%
$273,456

4.00%
N/A

N/A
First Merchants Bank734,561

10.78

272,461

4.00

$340,576

5.00%



90

Table of Contents
PART II: ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(table dollar amounts in thousands, except share data)



Management believes that all of the above capital ratios are meaningful measurements for evaluating the safety and soundness of the Corporation. Traditionally, the banking regulators have assessed bank and bank holding company capital adequacy based on both the amount and the composition of capital, the calculation of which is prescribed in federal banking regulations. The Federal Reserve focuses its assessment of capital adequacy on a component of Tier 1 capital known as CET1. Because the Federal Reserve has long indicated that voting common shareholders' equity (essentially Tier 1 risk-based capital less preferred stock and non-controlling interest in subsidiaries) generally should be the dominant element in Tier 1 risk-based capital, this focus on CET1 is consistent with existing capital adequacy categories. Tier I regulatory capital consists primarily of total stockholders’ equity and subordinated debentures issued to business trusts categorized as qualifying borrowings, less non-qualifying intangible assets and unrealized net securities gains or losses.


Because these measures are not defined in GAAP, they are considered non-GAAP financial measures. Non-GAAP financial measures have inherent limitations, are not required to be uniformly applied, and are not audited. Although these non-GAAP financial measures are frequently used by investors to evaluate a company, they have limitations as analytical tools, and should not be considered in isolation, or as a substitute for analyses of results as reported under GAAP. For a reconciliation of GAAP measures to regulatory measures (non-GAAP), see additional details within the “Capital” section of Management’s Discussion and Analysis of Financial Condition and Results of Operations included as Item 7 of this Annual Report on Form 10-K.


Dividends


The Corporation's principal source of funds for dividend payments to shareholders is dividends received from the Bank. Banking regulations limit the maximum amount of dividends that a bank may pay without requesting prior approval of regulatory agencies. Under these regulations, the amount of dividends that may be paid in any calendar year is limited to the bank’s retained net income (as defined) for the current year plus those for the previous two years, subject to the capital requirements described above.  As of December 31, 2017,2019, the amount available without prior regulatory approval for 20182020 dividends from the Corporation’s subsidiaries (both banking and non-banking) was $154,949,000.$189,371,000.


Additionally, the Corporation has a Dividend Reinvestment and Stock Purchase Plan, enabling stockholders to elect to have their cash dividends on all shares automatically reinvested in additional shares of the Corporation’s common stock. In addition, stockholders may elect to make optional cash payments up to an aggregate of $2,500$5,000 per quarter for the purchase of additional shares of common stock.  The stock is credited to participant accounts at fair market value.  Dividends are reinvested on a quarterly basis.


95

Table of Contents
PART II: ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(table dollar amounts in thousands, except share data)



Stockholders' Equity

On September 1, 2019, the Corporation acquired 100 percent of MBT. Pursuant to the merger agreement, each MBT shareholder received 0.275 shares of the Corporation's common stock for each outstanding share of MBT common stock held. The Corporation issued approximately 6.4 million shares of common stock, which was valued at approximately $229.9 million. Details regarding the MBT acquisition are discussed in NOTE 2. ACQUISITION of these Notes to Consolidated Financial Statements.

Stock Repurchase Program


On February 9, 2016,September 3, 2019, the Board of Directors of the Corporation approved a stock repurchase program of up to $153 million of the outstanding shares of the Corporation's outstanding common stock. Thestock; provided, however, that the total aggregate investment in shares may be purchased from time to time in open market transactions at prevailing market prices in accordance with federal securities laws. The Corporation is not obligated to purchase any sharesrepurchased under the program andmay not exceed $75 million. On a share basis, the amount of common stock subject to the repurchase program may be discontinued at any time.represents approximately 5 percent of the Corporation's outstanding shares. The actual timing, number and share price of shares purchased under the repurchase program will be determined byat the Corporation at itsCorporation's discretion and will depend upon such factors as the market price of the stock, general market and economic conditions and applicable legal requirements. During 2019, the Corporation repurchased 516,016 shares of common stock for a total amount of $19.0 million at an average price of $36.90. All shares repurchased under the stock repurchase program were retired upon settlement.




NOTE 1819


LOAN SERVICING


Mortgage loans serviced for others are not included in the accompanying consolidated balance sheets.  The loans are serviced primarily for the Federal Home Loan Mortgage Corporation, Fannie Mae, Federal Home Loan Bank of Cincinnati and Federal Home Loan Bank of Indianapolis, and the unpaid balances totaled $514,294,000, $533,386,000 and $549,618,000, $369,592,000 and $312,204,000 at December 31, 20172019, 20162018 and 20152017, respectively.  The amount of capitalized servicing assets is considered immaterial.




NOTE 1920


SHARE-BASED COMPENSATION


Stock options and RSAs have been issued to directors, officers and other management employees under the Corporation's 19992009 Long-term Equity Incentive Plan, the 2019 Long-term Equity Incentive Plan and the 2009 Long-term Equity Incentive Plan.Compensation Plan for Non-Employee Directors.  The stock options, which have a ten-year life, become 100 percent vested based on time ranging from six monthsone year to two years and are fully exercisable when vested. Option exercise prices equal the Corporation's common stock closing price on NASDAQ on the date of grant.  The RSAs issued to employees and non-employee directors provide for the issuance of shares of the Corporation's common stock at no cost to the holder and generally vest after three years.  The RSAs vest only if the employee is actively employed by the Corporation on the vesting date and, therefore, any unvested shares are forfeited.  For non-employee directors, the RSA's vest only if the non-employee director remains as an active board member on the vesting date and, therefore, any unvested shares are forfeited. The RSAs for employees and non-employee directors retired from the Corporation are either immediately vested at retirement, disability or death, or continue to vest after retirement, disability or death, depending on the plan under which the shares were granted. Deferred Stock Units ("DSUs") can be credited to non-employee directors who elect to defer payment of compensation under the Corporation's 2008 Equity Compensation Plan for Non-employee Directors.  DSUs credited are equal to the restricted shares that the non-employee director would have received under the plan.  As of December 31, 2017, the Corporation did not have any outstanding DSUs.

91

Table of Contents
PART II: ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(table dollar amounts in thousands, except share data)




The Corporation’s 20092019 ESPP provides eligible employees of the Corporation and its subsidiaries an opportunity to purchase shares of common stock of the Corporation through quarterly offerings financed by payroll deductions. The price of the stock to be paid by the employees shall be equal to 85 percent of the average of the closing price of the Corporation’s common stock on each trading day during the offering period. However, in no event shall such purchase price be less than the lesser of an amount equal to 85 percent of the market price of the Corporation’s stock on the offering date or an amount equal to 85 percent of the market value on the date of purchase. Common stock purchases are made quarterly and are paid through advance payroll deductions up to a calendar year maximum of $25,000. The Corporation's 2009 ESPP, which was substantially similar to the 2019 ESPP, expired on June 30, 2019.


Compensation expense related to unvested share-based awards is recorded by recognizing the unamortized grant date fair value of these awards over the remaining service periods of those awards, with no change in historical reported fair values and earnings. Awards are valued at fair value in accordance with provisions of share-based compensation guidance and are recognized on a straight-line basis over the service periods of each award. To complete the exercise of vested stock options, RSA’s and ESPP options, the Corporation generally issues new shares from its authorized but unissued share pool. Share-based compensation for the years ended December 31, 2019, 2018, and 2017 2016,was $4,115,000, $3,592,000, and 2015 was $2,827,000, $2,600,000, and $2,270,000, respectively, and has been recognized as a component of salaries and benefits expense in the accompanying CONSOLIDATED STATEMENTS OF INCOME.


Share-based compensation expense recognized in the CONSOLIDATED STATEMENTS OF INCOME is based on awards ultimately expected to vest and is reduced for estimated forfeitures. Share-based compensation guidance requires forfeitures to be estimated at the time of grant and revised, if necessary, in subsequent periods, if actual forfeitures differ from those estimates. Pre-vesting forfeitures were estimated to be approximately 2.81.7 percent for the year ended December 31, 2017,2019, based on historical experience.



96

Table of Contents
PART II: ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(table dollar amounts in thousands, except share data)



The following table summarizes the components of the Corporation's share-based compensation awards recorded as an expense and the income tax benefit of such awards. The income tax benefit increasedecrease for the year ended December 31, 2017 is2018 was due to the reduction of the corporate federal income tax rate from 35 percent to 21 percent as a result of the Tax Cuts and Jobs Act, which was effective January 1, 2018. On January 1, 2017, the implementation of ASU 2016-09, Compensation - Stock Compensation (Topic 718): Improvements to Employee Share-Based Payment Accounting. This ASU requires all required the income tax effects of awards to be recognized as income tax expense or benefit in the income statement when the awards vest or are settled. Implementation of the ASU was effective January 1, 2017 and resulted in approximately $433,000, $644,000 and $935,000 of income tax benefit for the yearyears ended December 31, 2017.2019, 2018 and 2017, respectively.
 Years Ended December 31,
 2019 2018 2017
Stock and ESPP Options     
Pre-tax compensation expense$101
 $109
 $121
Income tax expense (benefit)(70) (97) (322)
Stock and ESPP option expense, net of income taxes$31
 $12
 $(201)
Restricted Stock Awards     
Pre-tax compensation expense$4,014
 $3,483
 $2,706
Income tax benefit(1,206) (1,179) (1,561)
Restricted stock awards expense, net of income taxes$2,808
 $2,304
 $1,145
Total Share-Based Compensation:     
Pre-tax compensation expense$4,115
 $3,592
 $2,827
Income tax benefit(1,276) (1,276) (1,883)
Total share-based compensation expense, net of income taxes$2,839
 $2,316
 $944

 Years Ended December 31,
 2017 2016 2015
Stock and ESPP Options     
Pre-tax compensation expense$121
 $76
 $101
Income tax expense (benefit)(322) 18
 4
Stock and ESPP option expense, net of income taxes$(201) $94
 $105
Restricted Stock Awards     
Pre-tax compensation expense$2,706
 $2,524
 $2,169
Income tax benefit(1,561) (883) (749)
Restricted stock awards expense, net of income taxes$1,145
 $1,641
 $1,420
Total Share-Based Compensation:     
Pre-tax compensation expense$2,827
 $2,600
 $2,270
Income tax benefit(1,883) (865) (745)
Total share-based compensation expense, net of income taxes$944
 $1,735
 $1,525




As of December 31, 2017,2019, unrecognized compensation expense related to RSAs was $6,090,000$7,422,000 and is expected to be recognized over weighted-average period of 1.451.60 years. The Corporation did not0t have any unrecognized compensation expense related to stock options as of December 31, 2017.2019.


Stock option activity under the Corporation's stock option plans, as of December 31, 2017,2019, and changes during the year ended December 31, 2017,2019, were as follows:
 Number of
Shares
 
Weighted-Average
Exercise
 Price
 Weighted Average
Remaining Contractual
Term (in Years)
 Aggregate
Intrinsic Value
Outstanding at January 1, 201976,300
 $12.40
 
 $
Exercised(16,950) $8.51
 
 $
Outstanding December 31, 201959,350
 $13.51
 2.45
 $1,666,694
Vested and Expected to Vest at December 31, 201959,350
 $13.51
 2.45
 $1,666,694
Exercisable at December 31, 201959,350
 $13.51
 2.45
 $1,666,694

 Number of
Shares
 
Weighted-Average
Exercise
 Price
 Weighted Average
Remaining Contractual
Term (in Years)
 Aggregate
Intrinsic Value
Outstanding at January 1, 2017260,211
 $19.26
    
Exercised(104,748) $22.90
 
 
Canceled(2,811) $22.21
    
Outstanding December 31, 2017152,652
 $16.71
 2.36 $3,870,499
Vested and Expected to Vest at December 31, 2017152,652
 $16.71
 2.36 $3,870,499
Exercisable at December 31, 2017152,652
 $16.71
 2.36 $3,870,499


92

Table of Contents
PART II: ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(table dollar amounts in thousands, except share data)




The aggregate intrinsic value in the table above represents the total pre-tax intrinsic value (the difference between the Corporation's closing stock price on the last trading day of 20172019 and the exercise price, multiplied by the number of in-the-money options) that would have been received by the option holders had all option holders exercised their stock options on December 31, 2017.2019.  The amount of aggregate intrinsic value will change based on the fair market value of the Corporation's common stock.  


The aggregate intrinsic value of stock options exercised during the years ended December 31, 20172019 and 20162018 was $1,728,000$495,000 and $1,641,000,$1,685,000, respectively. Cash receipts of stock options exercised during 20172019 and 20162018 were $2,398,000$144,000 and $2,602,000,$1,598,000, respectively.


The following table summarizes information on unvested RSAs outstanding as of December 31, 2017:2019:
 Number of
Shares
 Weighted-Average
Grant Date Fair Value
Unvested RSAs at January 1, 2019344,362
 $36.80
Granted125,846
 $35.84
Forfeited(2,588) $40.53
Vested(116,572) $24.03
Unvested RSAs at December 31, 2019351,048
 $40.67

 Number of
Shares
 Weighted-Average
Grant Date Fair Value
Unvested RSAs at January 1, 2017328,347
 $22.87
Granted132,710
 $40.47
Forfeited(4,702) $23.63
Vested(89,362) $20.53
Unvested RSAs at December 31, 2017366,993
 $29.79




The grant date fair value of ESPP options was estimated at the beginning of the October 1, 2017,2019, quarterly offering period of approximately $28,000.$29,000. The ESPP options vested during the three months ending December 31, 2017,2019, leaving no0 unrecognized compensation expense related to unvested ESPP options at December 31, 2017.

2019.




9397

Table of Contents
PART II: ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(table dollar amounts in thousands, except share data)






NOTE 2021


PENSION AND OTHER POST RETIREMENT BENEFIT PLANS


The Corporation’s defined-benefit pension plans, including non-qualified plans for certain employees, former employees and former non-employee directors, cover approximately 1510 percent of the Corporation’s employees. In 2005, the Board of Directors of the Corporation approved the curtailment of the accumulation of defined benefits for future services provided by certain participants in the First Merchants Corporation Retirement Plan. No additional pension benefits have been earned by any employees who had not attained both the age of 55 and accrued at least 10 years of vesting service as of March 1, 2005. The benefits are based primarily on years of service and employees’ pay near retirement. Contributions are intended to provide not only for benefits attributed to service-to-date, but also for those expected to be earned in the future. The Corporation also maintained a post retirement benefit plan that provided health insurance benefits to retirees. The plan allowed retirees to be carried under the Corporation’s health insurance plan, generally from ages 55 to 65. The retirees paid 100 percent of the premiums due for their coverage. In 2016, the Corporation elected to terminate this plan effective December 31, 2017.

The table below sets forth the plans’ funded status and amounts recognized in the consolidated balance sheets at December 31, using measurement dates of December 31, 20172019 and 20162018.
 2017 2016
Change in Benefit Obligation:   
Benefit obligation at beginning of year$84,090
 $71,747
Service cost10
 9
Interest cost3,353
 3,273
Actuarial loss3,686
 2,679
Benefits paid(5,179) (5,263)
Plan settlements(3,803)  
Net transfers in from Ameriana acquisition

 11,645
Benefit obligation at end of year$82,157
 $84,090
    
Change in Plan Assets:   
Fair value of plan assets at beginning of year$83,557
 $71,396
Actual return on plan assets9,968
 6,959
Employer contributions670
 739
Benefits paid(5,179) (5,263)
Plan settlements(3,803)  
Ameriana acquisition

 9,726
End of year85,213
 83,557
Funded status at end of year$3,056
 $(533)
    
Assets and Liabilities Recognized in the Balance Sheets:   
Deferred tax asset$3,474
 $7,041
Assets$7,660
 $5,028
Liabilities$4,604
 $5,561
    
Amounts Recognized in Accumulated Other Comprehensive Income Not Yet Recognized as Components of Net Periodic Cost, net of tax, consist of:   
Accumulated loss$(10,360) $(12,624)
Prior service cost(393) (451)
 $(10,753) $(13,075)

 2019 2018
Change in Benefit Obligation:   
Benefit obligation at beginning of year$73,193
 $82,157
Service cost39
 8
Interest cost2,975
 2,816
Actuarial (gain) loss4,007
 (6,129)
Benefits paid(5,145) (5,659)
Net transfer in from MBT acquisition1,701
 
Benefit obligation at end of year$76,770
 $73,193
    
Change in Plan Assets:   
Fair value of plan assets at beginning of year$76,736
 $85,213
Actual return on plan assets12,972
 (3,427)
Employer contributions558
 609
Benefits paid(5,145) (5,659)
End of year85,121
 76,736
Funded status at end of year$8,351
 $3,543
    
Assets and Liabilities Recognized in the Balance Sheets:   
Deferred tax asset$3,278
 $3,855
Assets$13,291
 $7,024
Liabilities$4,940
 $3,481
    
Amounts Recognized in Accumulated Other Comprehensive Income Not Yet Recognized as Components of Net Periodic Cost, net of tax, consist of:   
Accumulated loss$(9,712) $(14,111)
Prior service cost(325) (409)
 $(10,037) $(14,520)



In 2017, the Corporation offered certain terminated vested pension plan participants the opportunity to elect
The actuarial (gain) loss recognized in 2019 and 2018 was primarily a lump sum payment during a specific distribution window. The lump sums paid, or plan settlements, released $4.6 millionresult of benefit obligation, while lump sum payments were $3.8 million. The total amount of lump sum payment elections and lump sums paid under regular operation of the plan, triggered pension plan settlement accounting, resulting in a $761,000 settlement charge, which is reflected in the Corporation's CONSOLIDATED STATEMENTS OF INCOME in the line titled "Salaries and employee benefits."discount rate assumption fluctuations.

Ameriana participated in the Pentegra Defined Benefit Plan for Financial Institutions (the "Pentegra Plan”), an industry-wide, tax-qualified defined-benefit pension plan. The Pentegra Plan operated as a multi-employer plan for accounting purposes and as a multiple employer plan under ERISA and the Internal Revenue Code. On November 20, 2015, Ameriana provided Pentegra a 60-day written notice of withdrawal as a Participating Employer in the Pentegra Plan. Upon completion of the withdrawal from the Pentegra Plan, the assets and liabilities were merged into the First Merchants Corporation Retirement Plan in 2016.


The accumulated benefit obligation for all defined benefit plans was $82,157,000$76,770,000 and $84,090,000$73,193,000 at December 31, 20172019 and 2016,2018, respectively.



Information for pension plans with an accumulated benefit obligation in excess of plan assets consists solely of the non-qualified plans for certain employees, former employees and former non-employee directors, and is included in the table below.
94
 December 31, 2019 December 31, 2018
Projected benefit obligation$4,940
 $3,481
Accumulated benefit obligation$4,940
 $3,481
Fair value of plan assets$
 $



The Corporation recognized expense under these non-qualified plans of $192,000, $161,000 and $213,000 for 2019, 2018 and 2017, respectively.

98

Table of Contents
PART II: ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(table dollar amounts in thousands, except share data)





Information for pension plans with an accumulated benefit obligation in excess of plan assets is included in the table below.
 December 31, 2017 December 31, 2016
Projected benefit obligation$4,604
 $5,561
Accumulated benefit obligation$4,604
 $5,561
Fair value of plan assets$
 $



The following table shows the components of net periodic pension costs:benefit cost:
 December 31, 2019 December 31, 2018 December 31, 2017
Service cost$39
 $8
 $10
Interest cost2,975
 2,816
 3,353
Expected return on plan assets(4,414) (4,891) (4,778)
Amortization of prior service cost87
 87
 90
Amortization of net loss404
 287
 1,218
Settlement loss recognized
 
 761
Net periodic pension benefit cost$(909) $(1,693) $654

 December 31, 2017 December 31, 2016 December 31, 2015
Service cost$10
 $9
 $55
Interest cost3,353
 3,273
 3,087
Expected return on plan assets(4,778) (4,508) (4,471)
Amortization of prior service costs90
 79
 64
Amortization of net loss1,218
 1,656
 1,722
Settlement loss recognized761
    
Net periodic pension cost$654
 $509
 $457




Other changes in plan assets and benefit obligations recognized in other comprehensive income:
 December 31, 2019 December 31, 2018 December 31, 2017
Net periodic pension benefit cost$(909) $(1,693) $654
Net gain (loss)4,552
 (2,189) 1,504
Amortization of net loss404
 287
 1,979
Amortization of prior service cost87
 87
 90
Total recognized in other comprehensive income (loss)5,043
 (1,815) 3,573
Total recognized in net periodic pension benefit cost and other comprehensive income (loss)$5,952
 $(122) $2,919

 December 31, 2017 December 31, 2016 December 31, 2015
Net periodic pension cost$654
 $509
 $457
Net gain (loss)1,504
 (228) 1,299
Amortization of loss1,979
 1,656
 1,722
Amortization of prior service cost90
 79
 64
Total recognized in other comprehensive income3,573
 1,507
 3,085
Total recognized in net periodic pension cost and other comprehensive income$2,919
 $998
 $2,628




The estimated net loss and transition obligation for the defined benefit pension plansamounts that will be amortized from accumulated other comprehensive income into net periodic pension benefit cost over the next fiscal year are:
 December 31, 2019 December 31, 2018 December 31, 2017
Amortization of net loss$(208) $(432) $(830)
Amortization of prior service cost(87) (87) (87)
Total$(295) $(519) $(917)


December 31, 2017
December 31, 2016 December 31, 2015
Amortization of net loss$(830)
$(1,208) $(1,505)
Amortization of prior service cost(87)
(90) (61)
Total$(917)
$(1,298) $(1,566)




Significant assumptions include:
December 31, 2017 December 31, 2016 December 31, 2015December 31, 2019 December 31, 2018 December 31, 2017
Weighted-average Assumptions Used to Determine Benefit Obligation:          
Discount rate3.60% 4.20% 4.50%3.20% 4.30% 3.60%
Rate of compensation increase for accruing active participantsn/a
 3.00% 3.00%n/a
 n/a
 n/a
Weighted-average Assumptions Used to Determine Cost:
    
    
Discount rate4.20% 4.50% 4.00%4.30% 3.60% 4.20%
Expected return on plan assets6.00% 6.00% 6.00%6.00% 6.00% 6.00%
Rate of compensation increase for accruing active participantsn/a
 3.00% 3.00%n/a
 n/a
 n/a




At December 31, 20172019 and 20162018, the Corporation based its estimate of the expected long-term rate of return on analysis of the historical returns of the plans and current market information available. The plans’ investment strategies are to provide for preservation of capital with an emphasis on long-term growth without undue exposure to risk. The assets of the plans’ are invested in accordance with the plans’ Investment Policy Statement, subject to strict compliance with ERISA and any other applicable statutes.


The plans’ risk management practices include semi-annual evaluations of investment managers, including reviews of compliance with investment manager guidelines and restrictions; ability to exceed performance objectives; adherence to the investment philosophy and style; and ability to exceed the performance of other investment managers. The evaluations are reviewed by management with appropriate follow-up and actions taken, as deemed necessary. The Investment Policy Statement generally allows investments in cash and cash equivalents, real estate, fixed income debt securities and equity securities, and specifically prohibits investments in derivatives, options, futures, private placements, short selling, non-marketable securities and purchases of individual non-investment grade bonds.



At December 31, 2019, the maturities of the plans’ debt securities ranged from 15 days to 7.67 years, with a weighted average maturity of 4.00 years. At December 31, 2018, the maturities of the plans’ debt securities ranged from 15 days to 8.24 years, with a weighted average maturity of 4.29 years.


9599

Table of Contents
PART II: ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(table dollar amounts in thousands, except share data)






At December 31, 2017, the maturities of the plans’ debt securities ranged from 15 days to 8.83 years, with a weighted average maturity of 4.53 years. At December 31, 2016, the maturities of the plans’ debt securities ranged from 15 days to 8.03 years, with a weighted average maturity of 3.97 years.

The following benefit payments, which reflect expected future service, as appropriate, are expected to be paid as of December 31, 20172019. The minimum contribution required in 20182020 will likely be zero,0, but the Corporation may decide to make a discretionary contribution during the year.
2020$5,662
20215,549
20225,547
20235,418
20245,241
After 202424,435
 $51,852

2018$5,586
20195,641
20205,609
20215,476
20225,377
After 202225,652
 $53,341




Plan assets are re-balanced quarterly. At December 31, 20172019 and 2016,2018, plan assets by category are as follows:
 December 31, 2019
December 31, 2018
 Actual
Target
Actual
Target
Cash and cash equivalents3.0%
3.0%
3.9%
3.0%
Equity securities52.3

50.0

48.4

50.0
Debt securities42.3

45.0

45.6

45.0
Alternative investments2.4

2.0

2.1

2.0
 100.0%
100.0%
100.0%
100.0%

 December 31, 2017
December 31, 2016
 Actual
Target
Actual
Target
Cash and cash equivalents6.0%
3.0%
4.5%
3.0%
Equity securities52.4

55.0

55.8

55.0
Debt securities39.6

40.0

37.7

40.0
Alternative investments2.0

2.0

2.0

2.0
 100.0%
100.0%
100.0%
100.0%




The Savings Plan, a Section 401(k) qualified defined contribution plan, was amended on March 1, 2005 to provide enhanced retirement benefits, including employer and matching contributions, for eligible employees of the Corporation and its subsidiaries. The Corporation matches employees’ contributions at the rate of 100 percent for the first 3 percent of base salary contributed by participants and 50 percent of the next 3 percent of base salary contributed by participants.


Beginning in 2005, employees who have completed 1000 hours of service and are an active employee on the last day of the year receive an additional retirement contribution after year-end. Employees hired after January 1, 2010 do not participate in the additional retirement contribution. Effective January 1, 2013, the additional retirement contribution was fixed at 2 percent. Full vesting occurs after five years of service. The Corporation’s expense for the Savings Plan, including the additional retirement contribution, was $4,560,000, $5,114,000 and $3,691,000 $3,441,000for 2019, 2018 and $3,526,000 for 2017, 2016 and 2015, respectively.


The Corporation maintainedalso maintains a post retirement benefit plan that providedprovides health insurance benefits for a closed group of participants that came to retirees.the Corporation through the 2019 MBT acquisition. To be eligible for the post retirement plan, the participants must (1) have been hired by MBT prior to January 1, 2007, (2) be a full-time employee of the Corporation and employed by MBT prior to the acquisition, and (3) be at least 55 of age with 5 years of full-time service with MBT. The plan allowed retirees to be carried under the Corporation’s health insurance plan, generally from ages 55 to 65.65. The retirees paid 100 percentretirees' premiums are determined based on their retiree class (per historical MBT guidelines) and also determined by the plan type for which the retiree is enrolled. As of the premiums due for their coverage. In 2016, the Corporation elected to terminate this plan effective December 31, 2017. As a result of2019, the termination, in 2016, the Corporation recognized a curtailment gain of $2,157,000 as a component of "Salaries and benefits expense" in the accompanying CONSOLIDATED STATEMENTS OF INCOME. The obligation payable under the post retirement plan totaled $54,000 at December 31, 2016.was $4.0 million. Post retirement plan expense totaled $(301,000), $(2,437,000) and $(127,000)$43,000 for the years ending year ended December 31, 2017, 2016 and 2015, respectively.2019.




96100

Table of Contents
PART II: ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(table dollar amounts in thousands, except share data)






Pension Plan Assets


Following is a description of the valuation methodologies used for pension plan assets measured at fair value on a recurring basis, as well as the general classification of pension plan assets pursuant to the valuation hierarchy.


Where quoted market prices are available in an active market, plan assets are classified within Level 1 of the valuation hierarchy.  Level 1 plan assets total $78,280,000$80,689,000 and $64,064,000$71,277,000 as of December 31, 20172019 and 2016,2018, respectively, and include cash and cash equivalents, common stocks, mutual funds and corporate bonds and notes.  If quoted market prices are not available, then fair values are estimated by using pricing models, quoted prices of plan assets with similar characteristics or discounted cash flows.  Level 2 plan assets total $6,933,000$4,432,000 and $19,493,000$5,459,000 as of December 31, 20172019 and 2016,2018, respectively, and include governmental agencies, taxable municipal bonds common collective trust investments (which are classified below as Party-in-Interest Investments - common bond fund and common equity fund)notes, and certificates of deposit.  In certain cases where Level 1 or Level 2 inputs are not available, plan assets are classified within Level 3 of the hierarchy.  There are no assets classified within Level 3 of the hierarchy at December 31, 20172019 and 2016.2018.
  
Fair Value Measurements Using
   
Quoted Prices in
Active Markets for
Identical Assets
 Significant Other Observable Inputs 
Significant
Unobservable
Inputs
December 31, 2019Fair Value
(Level 1)
(Level 2)
(Level 3)
Cash & Cash Equivalents$2,578

$2,578

$

$
Corporate Bonds and Notes17,629

17,629




Government Agency and Municipal Bonds and Notes3,660



3,660


Certificates of Deposit772



772


Party-in-Interest Investments






Common Stock2,516

2,516




Mutual Funds






Taxable Bond13,938

13,938




Large Cap Equity21,958

21,958




Mid Cap Equity10,407

10,407




Small Cap Equity5,753

5,753




International Equity3,898

3,898




Specialty Alternative Equity2,012

2,012

��


 $85,121
 $80,689
 $4,432
 $

  
Fair Value Measurements Using
   
Quoted Prices in
Active Markets for
Identical Assets
 Significant Other Observable Inputs 
Significant
Unobservable
Inputs
December 31, 2017Fair Value
(Level 1)
(Level 2)
(Level 3)
Cash & Cash Equivalents$5,123

$5,123




Corporate Bonds and Notes14,598

14,598




Government Agency and Municipal Bonds and Notes5,679



$5,679


Certificates of Deposit1,254



1,254


Party-in-Interest Investments






Common Stock2,545

2,545




Mutual Funds






Taxable Bond12,198

12,198





Large Cap Equity22,137

22,137




Mid Cap Equity10,676

10,676




Small Cap Equity5,264

5,264




International Equity4,030

4,030




Specialty Alternative Equity1,709

1,709




 $85,213
 $78,280
 $6,933
 




   Fair Value Measurements Using
   Quoted Prices in
Active Markets for
Identical Assets
 Significant Other Observable Inputs Significant
Unobservable
Inputs
December 31, 2018Fair Value (Level 1) (Level 2) (Level 3)
Cash & Cash Equivalents$3,026

$3,026

$

$
Corporate Bonds and Notes16,691

16,691




Government Agency and Municipal Bonds and Notes4,479



4,479


Certificates of Deposit980



980


Party-in-Interest Investments






Common Stock2,073

2,073




Mutual Funds






Taxable Bond12,817

12,817




Large Cap Equity18,269

18,269




Mid Cap Equity8,735

8,735




Small Cap Equity4,713

4,713




International Equity3,336

3,336




Specialty Alternative Equity1,617

1,617




 $76,736

$71,277

$5,459

$

   Fair Value Measurements Using
   Quoted Prices in
Active Markets for
Identical Assets
 Significant Other Observable Inputs Significant
Unobservable
Inputs
December 31, 2016Fair Value (Level 1) (Level 2) (Level 3)
Cash & Cash Equivalents$3,778
 $3,778
    
Corporate Bonds and Notes10,646
 10,646
    
Government Agency and Municipal Bonds and Notes6,855
   $6,855
  
Certificates of Deposit1,268
   1,268
  
Party-in-Interest Investments       
Common Stock2,278
 2,278
    
Common Bond Fund4,744
   4,744
  
Common Equity Fund6,626
   6,626
  
Mutual Funds       
Taxable Bond7,974
 7,974
    
Large Cap Equity19,611
 19,611
    
Mid Cap Equity10,304
 10,304
    
Small Cap Equity4,680
 4,680
    
International Equity3,093
 3,093
    
Specialty Alternative Equity1,700
 1,700
    
 $83,557
 $64,064
 $19,493
 






97101

Table of Contents
PART II: ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(table dollar amounts in thousands, except share data)






NOTE 2122


INCOME TAX


The reconciliation between income tax expense expected at the U.S. federal statutory tax rate and the reported income tax expense is summarized in the following table for years ended December 31, 2017, 2016, 2015:2019, 2018 and 2017:

2019
2018
2017
Reconciliation of Federal Statutory to Actual Tax Expense: 
 
 
Federal Statutory Income Tax at 21% for 2019 and 2018 and 35% for 2017$40,695

$39,509

$46,758
Tax-exempt Interest Income(10,124)
(8,347)
(11,127)
Stock Compensation(459)
(622)
(893)
Earnings on Life Insurance(953)
(868)
(2,302)
Tax Credits(263)
(615)
(811)
Tax Cuts and Jobs Act - Rate Reform Impact



5,120
Other429

(58)
779
Income Tax Expense$29,325

$28,999

$37,524
      
Effective Tax Rate15.1% 15.4% 28.1%


2017
2016
2015
Reconciliation of Federal Statutory to Actual Tax Expense: 
 
 
Federal Statutory Income Tax at 35%$46,758

$38,031

$31,867
Tax-exempt Interest Income(11,127)
(8,749)
(7,083)
Basis Difference on Sale of Insurance Subsidiary



2,252
Stock Compensation(893)
(61)
(31)
Earnings on Life Insurance(2,302)
(1,486)
(1,012)
Tax Credits(811)
(564)
(583)
Tax Cuts and Jobs Act - Rate Reform Impact5,120




Other779

438

255
Income Tax Expense$37,524

$27,609

$25,665




Income tax expense consists of the following components for the years ended December 31, 2017, 2016, 2015:2019, 2018, 2017:
 2019
2018
2017
Income Tax Expense for the Year Ended December 31:

 
 
Currently Payable:

 
 
Federal$23,938

$23,633

$22,001
State422

1,842


Deferred:




Federal4,726

6,723

9,969
Tax Cuts and Jobs Act - Rate Reform Impact



5,120
State239

(3,199)
434
Income Tax Expense$29,325

$28,999

$37,524

 2017
2016
2015
Income Tax Expense for the Year Ended December 31:

 
 
Currently Payable:

 
 
Federal$22,001

$18,998

$21,221
State





Deferred:




Federal9,969

8,233

3,952
Tax Cuts and Jobs Act - Rate Reform Impact5,120




State434

378

492
Income Tax Expense$37,524

$27,609

$25,665




Significant components of the net deferred tax assets (liabilities) resulting from temporary differences were as follows at December 31, 20172019 and 2016:2018:
 2019
2018
Deferred Tax Asset at December 31: 
 
Assets: 
 
Differences in Accounting for Loan Losses$19,717

$19,785
Differences in Accounting for Loan Fees442

749
Differences in Accounting for Loans and Securities

710
Deferred Compensation4,436

2,101
Federal & State Income Tax Loss Carryforward and Credits6,205

6,954
Net Unrealized Loss on Securities Available for Sale

1,686
Other3,499

2,028
Total Assets34,299

34,013
Liabilities: 
 
Differences in Depreciation Methods5,240

6,496
Differences in Accounting for Loans and Securities1,192


Difference in Accounting for Pensions and Other Employee Benefits1,556

566
State Income Tax778

791
Net Unrealized Gain on Securities Available for Sale10,333


Gain on FDIC Modified Whole Bank Transaction413

487
Other6,506

4,271
Total Liabilities26,018

12,611
Net Deferred Tax Asset Before Valuation Allowance8,281

21,402
Valuation allowance:


Beginning Balance

(6,966)
Decrease/(Increase) During the Year

6,966
Ending Balance


Net Deferred Tax Asset$8,281

$21,402

 2017
2016
Deferred Tax Asset at December 31: 
 
Assets: 
 
Differences in Accounting for Loan Losses$19,526

$26,315
Differences in Accounting for Loan Fees1,458

1,918
Differences in Accounting for Loans and Securities3,681

5,689
Deferred Compensation4,448

3,471
Difference in Accounting for Pensions and Other Employee Benefits


83
Federal & State Income Tax Loss Carryforward and Credits10,829

16,643
Other365

4,210
Total Assets40,307

58,329
Liabilities: 
 
Differences in Depreciation Methods5,245

8,216
Difference in Accounting for Pensions and Other Employee Benefits823



State Income Tax58

237
Net Unrealized Gain on Securities Available for Sale2,898

557
Gain on FDIC Modified Whole Bank Transaction602

1,126
Other3,897

623
Total Liabilities13,523

10,759
Net Deferred Tax Asset Before Valuation Allowance26,784

47,570
Valuation allowance:

 
Beginning Balance(9,815)
(15,736)
Decrease/(Increase) During the Year2,849

5,921
Ending Balance(6,966)
(9,815)
Net Deferred Tax Asset$19,818

$37,755








98102

Table of Contents
PART II: ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(table dollar amounts in thousands, except share data)






The $17,937,000$13,121,000 decrease in the Corporation’s net deferred tax asset was primarily due a combination of a decrease in deferred tax assets andto an increase in deferred tax liabilities. The largest deferred tax asset decreaseliability increase was associated with the impacttax effect of the Tax Cutschange in unrealized gains and Jobs Act ("TCJA"). Signed into law on December 22, 2017, the TCJA makes permanent a reduction in the federal corporate income tax rate from 35 percent to 21 percent. Under ASC 740, the Corporation is required to adjust its net deferred tax asset at December 31, 2017 to the enacted tax rate of 21 percent. As of December 31, 2017, the Corporation has substantially completed its accounting for the tax effects of enactment of the TCJA. Tax adjustments resulted in a decrease to the net deferred tax asset of $5,120,000. The Corporation continues to analyze certain aspects of the TCJA and further refinements are possible, which could potentially affect the measurement of these balances or potentially give rise to new deferred tax amounts. However, the Corporation does not expect these adjustments to materially impact our financial statements.

Other decreases not related to the TCJA were associated with federal and state net operating loss carryforwards and other employee benefits of $2,323,000 and $2,080,000, respectively. Increases in deferred tax liabilities associated with the accounting for acquisitions and accounting for unrealized gainslosses on available for sale securities further decreasedof $12,019,000. Additionally, the net change in deferred taxes associated with accounting for loans increased the net deferred tax liability by $1,902,000. Offsetting the increases to deferred tax liabilities was a deferred tax asset by $4,106,000 and $4,273,000, respectively.increase associated with deferred compensation of $2,336,000.


As of December 31, 2017,2019, the Corporation has approximately $45,196,000$28,354,000 of state NOL carryforwards available to offset future state taxable income, which will expire beginning in 2020.2022. These NOL carryforwards along with normal timing differences between book and tax result in total state deferred tax assets of $7,400,000.$3,719,000. Management believes it is more likely than not that the benefit from certain of these state NOL carryforwards and certain other state deferred tax assets will not be fully realized. In recognition of this risk, the Corporation has recorded a valuation allowance of $6,966,000 against its state deferred tax assets.


The Corporation has additional paid-in capital that is considered restricted resulting from the acquisitions of CFS and Ameriana of approximately $13,393,000 and $11,883,000, respectively. CFS and Ameriana qualified as banks under provisions of the Internal Revenue Code which permitted them to deduct from taxable income an allowance for bad debts which differed from the provision for losses charged to income. No provision for income taxes had been provided. If in the future this portion of additional paid-in capital is distributed, or the Corporation no longer qualifies as a bank for income tax purposes, income taxes may be imposed at the then applicable tax rates. The unrecorded deferred tax liability at December 31, 2017,2019, would have been approximately $5,308,000.


The Corporation or one of its subsidiaries files income tax returns in the U.S. federal jurisdiction and various state jurisdictions.  The Corporation is generally no longer subject to U.S. federal, state and local income tax examinations by tax authorities for tax years before 2014.2016.




NOTE 2223


NET INCOME PER SHARE


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

Dilutiveperiod and all potentially dilutive common shares. Potentially dilutive common shares include stock options and RSAs issued under the Corporation's share-based compensation plans. Potentially dilutive common shares are excluded from the computation of diluted earnings per share equivalents includein the dilutiveperiods where the effect of in-the-money share-based awards, which are calculated based on the average share price for each period using the treasury stock method. Under the treasury stock method, the exercise price of share-based awards, the amount of compensation expense, if any, for future service that the Corporation has not yet recognized, and the amount of estimated tax benefits that would be recorded in additional paid-in capital when share-based awards are exercised, are assumed to be used to repurchase common stock in the current period.antidilutive.


The following table reconciles basic and diluted net income per share for the years indicated:
 2019 2018 2017
   Weighted-Average Shares     Weighted-Average Shares     Weighted-Average Shares  
Basic net income per share:                 
Net income available to common stockholders$164,460
 51,412,133
 $3.20
 $159,139
 49,262,015
 $3.23
 $96,070
 45,181,221
 $2.13
Effect of dilutive stock options and restricted stock awards  149,105
     208,908
     221,757
  
Diluted net income per share:                 
Net income available to common stockholders$164,460
 51,561,238
 $3.19
 $159,139
 49,470,923
 $3.22
 $96,070
 45,402,978
 $2.12

 2017 2016 2015
   Weighted-Average Shares     Weighted-Average Shares     Weighted-Average Shares  
Basic net income per share:                 
Net income available to common stockholders$96,070
 45,181,221
 $2.13
 $81,051
 40,767,343
 $1.99
 $65,384
 37,816,399
 $1.73
Effect of dilutive stock options and restricted stock awards  221,757
     245,790
     271,834
  
Diluted net income per share:                 
Net income available to common stockholders$96,070
 45,402,978
 $2.12
 $81,051
 41,013,133
 $1.98
 $65,384
 38,088,233
 $1.72




As of December 31, 2019, 2018 and 2017, there were no0 stock options with an option price greater than the average market price of the common shares.
Options to purchase 51,949 and 286,119 shares of common stock, with weighted average exercise prices of $19.26 and $19.99 at December 31, 2016 and 2015, respectively, were excluded from the computation of diluted net income per share because the options exercise price was greater than the average market price of the common stock.










99103

Table of Contents
PART II: ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(table dollar amounts in thousands, except share data)






NOTE 2324


QUARTERLY RESULTS OF OPERATIONS (UNAUDITED)


The following table sets forth certain quarterly results for the years ended December 31, 20172019 and 2016:2018:
 2019 2018
 First Second Third Fourth First Second Third Fourth
Interest income$108,813
 $112,639
 $118,132
 $125,821
 $93,620
 $100,871
 $104,800
 $108,653
Interest expense23,947
 27,361
 29,200
 28,237
 13,704
 16,300
 18,314
 20,769
Net interest income84,866
 85,278
 88,932
 97,584
 79,916
 84,571
 86,486
 87,884
Provision for loan losses1,200
 500
 600
 500
 2,500
 1,663
 1,400
 1,664
Net interest income after provision for loan losses83,666
 84,778
 88,332
 97,084
 77,416
 82,908
 85,086
 86,220
Non-interest income18,713
 21,614
 22,116
 24,245
 19,561
 18,191
 19,527
 19,180
Non-interest expense56,621
 57,587
 67,354
 65,201
 53,687
 53,504
 55,022
 57,738
Income before income tax expense45,758
 48,805
 43,094
 56,128
 43,290
 47,595
 49,591
 47,662
Income tax expense6,941
 7,749
 6,337
 8,298
 6,611
 7,961
 8,478
 5,949
Net income available to common stockholders$38,817
 $41,056
 $36,757
 $47,830
 $36,679
 $39,634
 $41,113
 $41,713
                
Basic EPS$0.79
 $0.83
 $0.71
 $0.87
 $0.75
 $0.80
 $0.83
 $0.85
Diluted EPS$0.78
 $0.83
 $0.71
 $0.87
 $0.74
 $0.80
 $0.83
 $0.85
Average Shares Outstanding:               
Basic49,369,024
 49,432,167
 51,433,227
 55,348,176
 49,192,647
 49,252,580
 49,286,945
 49,314,276
Diluted49,540,844
 49,549,887
 51,569,557
 55,519,953
 49,427,972
 49,451,406
 49,492,019
 49,511,233

 2017 2016
 First Second Third Fourth First Second Third Fourth
Interest income$68,234
 $71,467
 $84,847
 $90,348
 $61,227
 $62,704
 $64,376
 $65,005
Interest expense7,235
 8,367
 10,427
 11,583
 6,772
 6,742
 6,694
 6,631
Net interest income60,999
 63,100
 74,420
 78,765
 54,455
 55,962
 57,682
 58,374
Provision for loan losses2,385
 2,875
 2,083
 1,800
 550
 790
 1,900
 2,417
Net interest income after provision for loan losses58,614
 60,225
 72,337
 76,965
 53,905
 55,172
 55,782
 55,957
Non-interest income14,846
 18,434
 18,668
 19,061
 15,837
 16,385
 16,861
 16,120
Non-interest expense43,099
 47,316
 58,708
 56,433
 46,475
 44,835
 44,115
 41,934
Income before income tax expense30,361
 31,343
 32,297
 39,593
 23,267
 26,722
 28,528
 30,143
Income tax expense7,168
 7,207
 7,939
 15,210
 5,574
 6,716
 7,469
 7,850
Net income available to common stockholders$23,193
 $24,136
 $24,358
 $24,383
 $17,693
 $20,006
 $21,059
 $22,293
                
Basic EPS$0.57
 $0.57
 $0.50
 $0.49
 $0.43
 $0.50
 $0.51
 $0.55
Diluted EPS$0.56
 $0.57
 $0.50
 $0.49
 $0.43
 $0.49
 $0.51
 $0.55
Average Shares Outstanding:               
Basic40,984,481
 42,038,824
 48,431,880
 49,144,310
 40,690,573
 40,751,720
 40,779,423
 40,846,650
Diluted41,220,586
 42,243,539
 48,643,774
 49,379,303
 40,916,972
 40,969,111
 41,025,784
 41,124,179




NOTE 2425


CONDENSED FINANCIAL INFORMATION (parent company only)


Presented below is condensed financial information as to financial position, results of operations, and cash flows of the Corporation.


Condensed Balance Sheets


December 31, 2019
December 31, 2018
Assets 
 
Cash$127,723

$87,435
Investment in subsidiaries1,791,070

1,459,036
Premises and equipment153

1,158
Interest receivable6

6
Goodwill448

448
Cash surrender value of life insurance837

810
Other assets16,803

5,240
Total assets$1,937,040

$1,554,133
Liabilities 
 
Subordinated debentures and term loans$138,685

$138,463
Interest payable977

994
Other liabilities10,941

6,416
Total liabilities150,603

145,873
Stockholders' equity1,786,437

1,408,260
Total liabilities and stockholders' equity$1,937,040

$1,554,133



December 31, 2017
December 31, 2016
Assets 
 
Cash$31,527

$31,944
Investment in subsidiaries1,411,360

978,291
Investment securities31

18,765
Premises and equipment1,252

1,260
Interest receivable5

47
Goodwill448

448
Cash surrender value of life insurance787

1,082
Tax asset, deferred and receivable


521
Other assets3,480

5,274
Total assets$1,448,890

$1,037,632
Liabilities 
 
Subordinated debentures and term loans$138,241

$127,427
Interest payable968

880
Other liabilities6,218

7,668
Total liabilities145,427

135,975
Stockholders' equity1,303,463

901,657
Total liabilities and stockholders' equity$1,448,890

$1,037,632

100104

Table of Contents
PART II: ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(table dollar amounts in thousands, except share data)






Condensed Statements of Income and Comprehensive Income
 December 31, 2019 December 31, 2018 December 31, 2017
Income     
Dividends from subsidiaries$125,775
 $100,954
 $33,014
Loss on sale of available for sale securities
 
 (50)
Other income172
 572
 350
Total income125,947
 101,526
 33,314
Expenses     
Interest expense8,309
 8,233
 7,572
Salaries and employee benefits3,540
 3,729
 4,118
Net occupancy and equipment expenses802
 851
 797
Other outside services1,889
 489
 1,810
Professional services303
 270
 442
Other expenses1,587
 442
 (385)
Total expenses16,430
 14,014
 14,354
Income before income tax benefit and equity in undistributed income of subsidiaries109,517
 87,512
 18,960
Income tax benefit3,575
 3,298
 5,946
Income before equity in undistributed income of subsidiaries113,092
 90,810
 24,906
Equity in undistributed income of subsidiaries51,368
 68,329
 71,164
Net income available to common stockholders$164,460
 $159,139
 $96,070
      
Net income$164,460
 $159,139
 $96,070
Other comprehensive income (loss)49,296
 (17,888) 10,673
Comprehensive income$213,756
 $141,251
 $106,743

 December 31, 2017 December 31, 2016 December 31, 2015
Income     
Dividends from subsidiaries$33,014
 $33,546
 $39,032
Gain on the sale of insurance subsidiary

 

 8,265
Gain on cancellation of subordinated debentures

 

 1,250
Loss on sale of available for sale securities(50)    
Other income350
 143
 197
Total income33,314
 33,689
 48,744
Expenses     
Interest expense7,572
 7,185
 6,661
Salaries and employee benefits4,118
 639
 3,023
Net occupancy and equipment expenses797
 832
 464
Other outside services1,810
 967
 1,455
Professional services442
 279
 636
Other expenses(385) (470) 1,234
Total expenses14,354
 9,432
 13,473
Income before income tax benefit (expense) and equity in undistributed income of subsidiaries18,960
 24,257
 35,271
Income tax benefit (expense)5,946
 3,243
 (974)
Income before equity in undistributed income of subsidiaries24,906
 27,500
 34,297
Equity in undistributed income of subsidiaries71,164
 53,551
 31,087
Net income available to common stockholders$96,070
 $81,051
 $65,384
      
Net income$96,070
 $81,051
 $65,384
Other comprehensive income (loss)10,673
 (12,219) 268
Comprehensive income$106,743
 $68,832
 $65,652




Condensed StatementStatements of Cash Flows
 December 31, 2019 December 31, 2018 December 31, 2017
Cash Flow From Operating Activities: 
 
 
Net income$164,460

$159,139

$96,070
Adjustments to Reconcile Net Income to Net Cash: 
 
 
Share-based compensation1,339

1,256

1,215
Distributions in excess of (equity in undistributed) income of subsidiaries(51,368)
(68,329)
(71,164)
Loss on sale of available for sale securities



50
Net Change in: 
 
 
Other assets(8,944)
584

3,358
Other liabilities4,611

274

(1,900)
Investment in subsidiaries - operating activities(268)
841

1,112
Net cash provided by operating activities109,830

93,765

28,741
Cash Flow From Investing Activities:





Net cash received in acquisition78



37
Other

2,189


Net cash provided by investing activities78

2,189

37
Cash Flow From Financing Activities: 
 
 
Cash dividends(51,276)
(41,660)
(31,820)
Stock issued under employee benefit plans702

707

519
Stock issued under dividend reinvestment and stock purchase plan1,531

1,211

991
Stock options exercised144

1,598

2,398
Restricted shares withheld for taxes(1,680)
(1,902)
(1,283)
Repurchases of common stock(19,041)



Net cash used by financing activities(69,620)
(40,046)
(29,195)
Net change in cash40,288

55,908

(417)
Cash, beginning of the year87,435

31,527

31,944
Cash, end of year$127,723

$87,435

$31,527

 Year Ended December 31,
 2017 2016 2015
Cash Flow From Operating Activities:     
Net income$96,070
 $81,051
 $65,384
Adjustments to Reconcile Net Income to Net Cash:     
Share-based compensation1,215
 1,166
 843
Distributions in excess of (equity in undistributed) income of subsidiaries(71,164) (53,551) (31,087)
Gain on sale of insurance subsidiary
 
 (8,265)
Gain on cancellation of subordinated debentures
 
 (1,250)
Loss on sale of available for sale securities50
    
Net Change in:     
Other assets3,358
 833
 (441)
Other liabilities(1,900) 849
 (1,486)
Investment in subsidiaries - operating activities1,112
 (1,938) 197
Net cash provided by operating activities28,741
 28,410
 23,895
Cash Flow From Investing Activities:     
Purchase of securities available for sale

 (19,804)  
Net cash received (paid) in acquisition37
 

 (14,500)
Proceeds from business divestitures  

 16,000
Other

 

 575
Net cash provided (used) in investing activities37
 (19,804) 2,075
Cash Flow From Financing Activities:     
Cash dividends(31,820) (22,203) (15,654)
Repayment of borrowings

 

 (3,750)
Stock issued under employee benefit plans519
 462
 460
Stock issued under dividend reinvestment and stock purchase plan991
 835
 661
Stock options exercised2,398
 2,602
 1,531
Stock redeemed(1,283) (1,980) (1,640)
Net cash used by financing activities(29,195) (20,284) (18,392)
Cash, beginning of the year31,944
 43,622
 36,044
Cash, end of year$31,527
 $31,944
 $43,622



101

Table of Contents
PART II: ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(table dollar amounts in thousands, except share data)



NOTE 25

ACCOUNTING MATTERS

The Corporation continually monitors potential accounting changes and pronouncements. The following pronouncements have been deemed to have the most applicability to the Corporation's financial statements:

FASB Accounting Standards Updates No. 2018-02 - Income Statement - Reporting Comprehensive Income (Topic 220)-Reclassification of Certain Tax Effects from Accumulated Other Comprehensive Income

Summary - The FASB issued an Accounting Standards Update (ASU) that helps organizations address certain stranded income tax effects in accumulated other comprehensive income (AOCI) resulting from the Tax Cuts and Jobs Act.
ASU No. 2018-02, Income Statement-Reporting Comprehensive Income (Topic 220): Reclassification of Certain Tax Effects from Accumulated Other Comprehensive Income, provides financial statement preparers with an option to reclassify stranded tax effects within AOCI to retained earnings in each period in which the effect of the change in the U.S. federal corporate income tax rate in the Tax Cuts and Jobs Act (or portion thereof) is recorded.
The ASU requires financial statement preparers to disclose:
A description of the accounting policy for releasing income tax effects from AOCI;
Whether they elect to reclassify the stranded income tax effects from the Tax Cuts and Jobs Act; and
Information about the other income tax effects that are reclassified.
The amendments affect any organization that is required to apply the provisions of Topic 220, Income Statement-Reporting Comprehensive Income, and has items of other comprehensive income for which the related tax effects are presented in other comprehensive income as required by GAAP.
The amendments are effective for all organizations for fiscal years beginning after December 15, 2018, and interim periods within those fiscal years. Early adoption is permitted. Organizations should apply the proposed amendments either in the period of adoption or retrospectively to each period (or periods) in which the effect of the change in the U.S. federal corporate income tax rate in the Tax Cuts and Jobs Act is recognized. The Corporation adopted this ASU in the first quarter of 2018. Adoption of this ASU did not have a significant effect on the Corporation’s consolidated financial statements.

FASB Accounting Standards Update No. 2017-12 - Derivatives and Hedging (Topic 815): Targeted Improvements to Accounting for Hedging Activities

Summary - The FASB has issued an Accounting Standards Update (ASU) No. 2017-12, Derivatives and Hedging (Topic 815): Targeted Improvements to Accounting for Hedging Activities. The new standard is intended to improve and simplify accounting rules around hedge accounting. The ASU is effective for public companies in 2019 and private companies in 2020. Early adoption is permitted.
The new standard refines and expands hedge accounting for both financial (e.g., interest rate) and commodity risks. Its provisions create more transparency around how economic results are presented, both on the face of the financial statements and in the footnotes, for investors and analysts.
The new standard takes effect for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2018, for public companies and for fiscal years beginning after December 15, 2019 (and interim periods for fiscal years beginning after December 15, 2020), for private companies. Early adoption is permitted in any interim period or fiscal years before the effective date of the standard. The Corporation plans to adopt ASU 2017-12 in the first quarter of 2019.
ASU 2017-12 requires a modified retrospective transition method in which the Corporation will recognize the cumulative effect of the change on the opening balance of each affected component of equity in the statement of financial position as of the date of adoption. While the Corporation continues to assess all potential impacts of the standard, adoption of the standard is not expected to have a significant effect on the Corporation’s consolidated financial statements.


102

Table of Contents
PART II: ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(table dollar amounts in thousands, except share data)



FASB Accounting Standards Update No. 2017-08 - Receivables - Nonrefundable Fees and Other Costs (Subtopic 310-20): Premium Amortization on Purchased Callable Debt Securities

Summary - The FASB has issued Accounting Standards Update (ASU) No. 2017-08, Receivables-Nonrefundable Fees and Other Costs (Subtopic 310-20), Premium Amortization on Purchased Callable Debt Securities. The ASU shortens the amortization period for certain callable debt securities held at a premium to the earliest call date.
Under current GAAP, entities normally amortize the premium as an adjustment of yield over the contractual life of the instrument. Stakeholders have expressed concerns with the current approach on the basis that current GAAP excludes certain callable debt securities from consideration of early repayment of principal even if the holder is certain that the call will be exercised. As a result, upon the exercise of a call on a callable debt security held at a premium, the unamortized premium is recorded as a loss in earnings. Further, there is diversity in practice (1) in the amortization period for premiums of callable debt securities, and (2) in how the potential for exercise of a call is factored into current impairment assessments. Another issue is that the practice in the United States is to quote, price, and trade callable debt securities assuming a model that incorporates consideration of calls (also referred to as “yield-to-worst” pricing).
The ASU shortens the amortization period for certain callable debt securities held at a premium and requires the premium to be amortized to the earliest call date. However, the amendments do not require an accounting change for securities held at a discount; the discount continues to be amortized to maturity.
The amendments are effective for public business entities for annual periods beginning after December 15, 2018, including interim periods within those annual periods. For other entities, the amendments are effective for annual periods beginning after December 15, 2019, and interim periods within annual periods beginning after December 15, 2020. Early adoption is permitted.
Entities are required to apply the amendments on a modified retrospective basis through a cumulative-effect adjustment directly to retained earnings as of the beginning of the period of adoption. The entity is required to provide disclosures about a change in accounting principle in the period of adoption. The Corporation plans to adopt ASU 2017-08 in the first quarter of 2019. Adoption of this ASU is not expected to have a significant effect on the Corporation’s consolidated financial statements.

FASB Accounting Standards Update No. 2017-07 - Compensation - Retirement Benefits (Topic 715): Improving the Presentation of Net Periodic Pension Cost and Net Periodic Postretirement Benefit Cost

Summary - The FASB has issued Accounting Standards Update (ASU) No. 2017-07, Compensation - Retirement Benefits (Topic 715): Improving the Presentation of Net Periodic Pension Cost and Net Periodic Postretirement Benefit Cost. The amendments apply to all employers, including not-for-profit entities, that offer to their employees defined benefit pension plans, other postretirement benefit plans, or other types of benefits accounted for under Topic 715, Compensation - Retirement Benefits.
The amendments require that an employer report the service cost component in the same line item or items as other compensation costs arising from services rendered by the pertinent employees during the period. The other components of net benefit cost are required to be presented in the income statement separately from the service cost component and outside a subtotal of income from operations, if one is presented. If a separate line item or items are used to present the other components of net benefit cost, that line item or items must be appropriately described. If a separate line item or items are not used, the line item or items used in the income statement to present the other components of net benefit cost must be disclosed.
The amendments also allow only the service cost component to be eligible for capitalization when applicable (e.g., as a cost of internally manufactured inventory or a self-constructed asset).
The amendments are effective for public business entities for annual periods beginning after December 15, 2017, including interim periods within those annual periods. For other entities, the amendments are effective for annual periods beginning after December 15, 2018, and interim periods within annual periods beginning after December 15, 2019. Early adoption is permitted as of the beginning of an annual period for which financial statements (interim or annual) have not been issued or made available for issuance. The Corporation adopted this ASU in the first quarter of 2018. Adoption of this ASU did not have a significant effect on the Corporation’s consolidated financial statements.

FASB Accounting Standards Update No. 2016-13, Financial Instruments - Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments

Summary - The FASB has issued Accounting Standards Update (ASU) No. 2016-13, Financial Instruments - Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments. This new guidance was issued to address concerns that current generally accepted accounting principles (GAAP) restricts the ability to record credit losses that are expected, but do not yet meet the “probable” threshold by replacing the current “incurred loss” model for recognizing credit losses with an “expected life of loan loss” model referred to as the Current Expected Credit Loss (CECL) model.

103

Table of Contents
PART II: ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(table dollar amounts in thousands, except share data)



Under the CECL model, certain financial assets carried at amortized cost, such as loans held for investment and held-to-maturity debt securities, are required to be presented at the net amount expected to be collected. The measurement of expected credit losses is to be based on information about past events, including historical experience, current conditions, and reasonable and supportable forecasts that affect the collectability of the reported amount. This measurement will take place at the time the financial asset is first added to the balance sheet and periodically thereafter. This differs significantly from the “incurred loss” model required under current GAAP, which delays recognition until it is probable a loss has been incurred. The change could materially affect how the allowance for loan losses is determined and cause a charge to earnings through the provision for loan losses. Such would adversely affect the financial condition of the Corporation.
The ASU is effective for SEC filers for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2019 (i.e., January 1, 2020, for calendar year entities). Early application will be permitted for all organizations for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2018. The Corporation plans to adopt this ASU in the first quarter of 2020.
The impact of CECL adoption continues to be evaluated, but it’s expected a one-time cumulative-effect adjustment to the allowance for loan losses will be recognized in retained earnings on the consolidated balance sheet as of the beginning of the first reporting period in which the new standard is effective, as is consistent with regulatory expectations set forth in interagency guidance issued at the end of 2016. The magnitude of any such adjustment or the overall impact of the new standard on financial condition or results of operations cannot yet be determined.

FASB Accounting Standards Update No. 2016-02 - Leases (Topic 842)

Summary - The FASB has issued its new lease accounting guidance in Accounting Standards Update (ASU) No. 2016-02, Leases (Topic 842). Under the new guidance, lessees will be required to recognize the following for all leases (with the exception of short-term leases) at the commencement date:
A lease liability, which is a lessee‘s obligation to make lease payments arising from a lease, measured on a discounted basis; and
A right-of-use asset, which is an asset that represents the lessee’s right to use, or control the use of, a specified asset for the lease term.
Under the new guidance, lessor accounting is largely unchanged. Certain targeted improvements were made to align, where necessary, lessor accounting with the lessee accounting model and Topic 606, Revenue from Contracts with Customers. The new lease guidance simplified the accounting for sale and leaseback transactions primarily because lessees must recognize lease assets and lease liabilities. Lessees will no longer be provided with a source of off-balance sheet financing.
Public business entities should apply the amendments in ASU 2016-02 for fiscal years beginning after December 15, 2018, including interim periods within those fiscal years (i.e., January 1, 2019, for a calendar year entity). Nonpublic business entities should apply the amendments for fiscal years beginning after December 15, 2019 (i.e., January 1, 2020, for a calendar year entity), and interim periods within fiscal years beginning after December 15, 2020. Early application is permitted for all public business entities and all nonpublic business entities upon issuance.
Lessees (for capital and operating leases) and lessors (for sales-type, direct financing, and operating leases) must apply a modified retrospective transition approach for leases existing at, or entered into after, the beginning of the earliest comparative period presented in the financial statements. The modified retrospective approach would not require any transition accounting for leases that expired before the earliest comparative period presented. Lessees and lessors may not apply a full retrospective transition approach. The Corporation plans to adopt this ASU in the first quarter of 2019. The impact of this ASU continues to be evaluated, but it’s expected a one-time adjustment to the Corporation’s other assets and other liabilities on the consolidated balance sheet will occur as of the beginning of the first reporting period in which the new standard is effective. The magnitude of any such adjustment or the overall impact of the new standard on financial condition, results of operations and regulatory capital is being evaluated.


104

Table of Contents
PART II: ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(table dollar amounts in thousands, except share data)



FASB Accounting Standards Updates No. 2016-01, Financial Instruments - Overall (Subtopic 825-10): Recognition and Measurement of Financial Assets and Financial Liabilities

Summary - The FASB has issued Accounting Standards Update (ASU) No. 2016-01, Financial Instruments - Overall (Subtopic 825-10): Recognition and Measurement of Financial Assets and Financial Liabilities. The new guidance is intended to improve the recognition and measurement of financial instruments. The ASU affects public and private companies, not-for-profit organizations, and employee benefit plans that hold financial assets or owe financial liabilities.
The new guidance makes targeted improvements to existing U.S. GAAP by:
Requiring equity investments (except those accounted for under the equity method of accounting, or those that result in consolidation of the investee) to be measured at fair value with changes in fair value recognized in net income;
Requiring public business entities to use the exit price notion when measuring the fair value of financial instruments for disclosure purposes;
Requiring separate presentation of financial assets and financial liabilities by measurement category and form of financial asset (i.e., securities or loans and receivables) on the balance sheet or the accompanying notes to the financial statements;
Eliminating the requirement to disclose the fair value of financial instruments measured at amortized cost for organizations that are not public business entities;
Eliminating the requirement for public business entities to disclose the method(s) and significant assumptions used to estimate the fair value that is required to be disclosed for financial instruments measured at amortized cost on the balance sheet; and
Requiring a reporting organization to present separately in other comprehensive income the portion of the total change in the fair value of a liability resulting from a change in the instrument-specific credit risk (also referred to as “own credit”) when the organization has elected to measure the liability at fair value in accordance with the fair value option for financial instruments.

The new guidance is effective for public companies for fiscal years beginning after December 15, 2017, including interim periods within those fiscal years. For private companies, not-for-profit organizations, and employee benefit plans, the new guidance becomes effective for fiscal years beginning after December 15, 2018, and for interim periods within fiscal years beginning after December 15, 2019. The new guidance permits early adoption of the own credit provision. In addition, the new guidance permits early adoption of the provision that exempts private companies and not-for-profit organizations from having to disclose fair value information about financial instruments measured at amortized cost. The Corporation adopted this ASU in the first quarter of 2018. Adoption of this ASU did not have a significant effect on the Corporation’s consolidated financial statements.

FASB Accounting Standards Updates No. 2014-09, Revenue from Contracts with Customers (Topic 606):

Summary - The FASB has issued Accounting Standards Update (ASU) No. 2014-09, Revenue from Contracts with Customers (Topic 606). The amendments in this update supersede virtually all existing GAAP revenue recognition guidance, including most industry-specific revenue recognition guidance. ASU 2014-09 creates a single, principle-based revenue recognition framework and will require entities to apply significantly more judgment and expanded disclosures surrounding revenue recognition. The core principle requires an entity to recognize revenue in a manner that depicts the transfer of goods or services to customers at an amount that reflects the consideration to which the entity expects to be entitled in exchange for those good or services. ASU 2014-09 applies to contracts with customers to provide goods and services, with certain exclusion such as lease contracts, financing arrangements and financial instruments. The amendments in ASU 2014-09 are effective for annual reporting periods beginning after December 15, 2017. Early adoption is permitted for annual reporting periods beginning after December 15, 2016.
The Corporation’s revenue is comprised of net interest income on financial assets and financial liabilities, which is explicitly excluded from the scope of ASU 2014-09, and non-interest income. The revenue line items within the scope of this new guidance have been identified and the Corporation's accounting policies will not materially change since the principles of revenue recognition from the ASU are largely consistent with existing guidance and the Corporation's current practices. The Corporation has elected to implement using the modified retrospective application, with the cumulative effect recorded as an adjustment to opening retained earnings at January 1, 2018. Qualitative disclosures of performance obligations related to revenue recognition and disaggregation for significant categories of revenue will be presented according to the scope of the guidance.


NOTE 26


GENERAL LITIGATION


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



105

Table of Contents
PART II: ITEM 9., ITEM 9A. AND ITEM 9B.




ITEM 9.   CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE.


In connection with its audits for the two most recent fiscal years ended December 31, 20172019, there have been no disagreements with the Corporation’s independent registered public accounting firm on any matter of accounting principles or practices, financial statement disclosure or audit scope or procedure, nor have there been any changes in accountants.


ITEM 9A.  CONTROLS AND PROCEDURES


At the end of the period covered by this report (the “Evaluation Date”), the Corporation carried out an evaluation, under the supervision and with the participation of the Corporation’s management, including the Corporation’s Chief Executive Officer and Chief Financial Officer, of the effectiveness of the design and operation of its disclosure controls and procedures pursuant to Rule 13a-15(e) and 15d-15(e) of the Securities Exchange Act of 1934 (“Exchange Act”). In 2017,2019, the Corporation completed the acquisitionsacquisition of The Arlington Bank and Independent Alliance Banks, Inc.MBT Financial Corp., and as a result, the Corporation extended oversight and monitoring processes that support the Corporation's internal controlcontrols over financial reporting during the second throughthird and fourth quarters of 2017,2019, to include the operations of The Arlington Bank and Independent Alliance Banks.MBT Financial Corp. Based upon that evaluation, the Corporation’s Chief Executive Officer and Chief Financial Officer concluded that, as of the Evaluation Date, the Corporation’s disclosure controls and procedures are effective. Disclosure controls and procedures are controls and procedures that are designed to ensure that information required to be disclosed in the Corporation's reports filed or submitted under the Exchange Act are recorded, processed, summarized and reported within the time periods specified in the Securities and Exchange Commission’s rules and forms.


MANAGEMENT’S REPORT ON INTERNAL CONTROL OVER FINANCIAL REPORTING


Management of First Merchants Corporation (the “Corporation”) is responsible for establishing and maintaining effective internal control over financial reporting as defined in Rule 13a-15(f) under the Securities Exchange Act of 1934. The Corporation’s internal control over financial reporting is designed to provide reasonable assurance to the Corporation’s management and Board of Directors regarding the preparation and fair presentation of published financial statements. As part of its function of assisting the Corporation’s Board of Directors in discharging its responsibility of ensuring financial reporting and regulatory risks to the organization are properly being managed, mitigated and monitored by Management, the Audit Committee of the Board of Directors oversees management’s internal controls over financial reporting.


Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Accordingly, even those systems determined to be effective can provide only reasonable assurance with respect to financial statement preparation and presentation.


Management assessed the effectiveness of the Corporation’s internal control over financial reporting as of December 31, 2017.2019. In making this assessment, management used the criteria set forth in “Internal Control - Integrated Framework (2013)” issued by the Committee of Sponsoring Organizations (COSO) of the Treadway Commission. As permitted by SEC guidance, management excluded from its assessment the operations of the Independent Alliance Banks, Inc. and The Arlington Bank acquisitionsMBT Financial Corp. acquisition made during 2017,2019, which areis described in NOTE 2 ACQUISITIONS, included within2. ACQUISITION of the Notes to Consolidated Financial Statements included as Item 8 of this Annual Report on Form 10-K. The total assets of the entities acquired in these acquisitionsMBT Financial Corp. represented 17approximately 11 percent of the Corporation's consolidated assets as of December 31, 2017.2019. Based on this assessment, management has determined that the Corporation’s internal control over financial reporting as of December 31, 20172019 is effective based on the specified criteria.


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


BKD, LLP, the independent registered public accounting firm that audited the financial statements included in Item 8 of this Annual Report on Form 10-K, has issued an attestation report on the Corporation’s internal control over financial reporting as of December 31, 2017,2019, which appears as follows.





106

Table of Contents
PART II: ITEM 9., ITEM 9A. AND ITEM 9B.





Report of Independent Registered Public Accounting Firm





To the Shareholders,Stockholders, Board of Directors and Audit Committee
First Merchants Corporation
Muncie, Indiana



Opinion on the Internal Control Over Financial Reporting
We have audited First Merchants Corporation’sCorporation's (Corporation) internal control over financial reporting as of December 31, 2017,2019, based on criteria established in InternalControl - Integrated Framework: Framework: (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO).

In our opinion, the CorporationCompany maintained, in all material respects, effective internal control over financial reporting as of December 31, 2017,2019, based on criteria established in Internal Control - Integrated Framework: Framework: (2013) issued by COSO.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB)(“PCAOB”), the consolidated balance sheets of the Corporation as of December 31, 20172019 and 20162018 and the related consolidated statements of income, comprehensive income, stockholders’ equity and the cash flows of the Corporation and our report dated March 1, 2018February 28, 2020, expressed an unqualified opinion thereon.opinion.

Basis for Opinion

The Corporation’s management is responsible for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting, included in the accompanying Management Report on Internal Control Over Financial Reporting. Our responsibility is to express an opinion on the Corporation’s internal control over financial reporting based on our audit.

We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Corporation 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 audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects.

Our audit included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. Our audit also included performing such other procedures as we considered necessary in the circumstances. We believe that our audit provides a reasonable basis for our opinion.

Definitions and Limitations of Internal Control Over Financial Reporting

A company’scompany's internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of the company’scompany's assets that could have a material effect on the financial statements.

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions or that the degree of compliance with the policies or procedures may deteriorate.
As permitted, the Corporation excluded the operations of the acquisition of The Arlington Bank and Independent Alliance Banks, Inc. acquired during 2017, which is described in Note 2 of the consolidated financial statements, from the scope of management’s report on internal control over financial report. As such, The Arlington Bank and Independent Alliance Banks, Inc. has also been excluded from the scope of our audit of internal control over financial reporting.



BKD, LLP
Indianapolis, Indiana
March 1, 2018February 28, 2020



107

Table of Contents
PART II: ITEM 9., ITEM 9A. AND ITEM 9B.




ITEM 9B. OTHER INFORMATION


None




108

Table of Contents
PART III: ITEM 10., ITEM 11., ITEM 12., ITEM 13. AND ITEM 14.




PART III


ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE


The information required under this Item 10 relating to executive officers is set forth in Part I, “Supplemental Information - Information about our Executive Officers of the Registrant”Officers” of this Annual Report on Form 10-K.


The Corporation has adopted a Code of Ethics that applies to its Chief Executive Officer, Chief Financial Officer, Chief Banking Officer, Senior Vice President of Finance, Corporate Controller and Corporate Treasurer. It is part of the Corporation’s Code of Business Conduct, which applies to all employees and directors of the Corporation and its affiliates. A copy of the Code of Business Conduct may be obtained, free of charge, by writing to First Merchants Corporation at 200 East Jackson Street, Muncie, IN 47305. In addition, the Code of Ethics is maintained on the Corporation’s website, which can be accessed at https://www.firstmerchants.com.


The Corporation will provide information that is responsive to the remainder of this Item 10 in its definitive proxy statement furnished to stockholders in connection with the 20182020 annual meeting (“20182020 Proxy Statement”) or in an amendment to this Annual Report not later than 120 days after the end of the fiscal year covered hereby. That information is incorporated in this Item 10 by reference.


ITEM 11. EXECUTIVE COMPENSATION


The Corporation will provide information that is responsive to this Item 11 in its 20182020 Proxy Statement or in an amendment to this Annual Report on Form 10-K not later than 120 days after the end of the fiscal year covered hereby. That information is incorporated in this Item 11 by reference.


ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS


The information required under this Item 12 relating to equity compensation plans is set forth in Part II, Item 5 under the table entitled “Equity Compensation Plan Information” of this Annual Report on Form 10-K. The Corporation will provide additional information that is responsive to this Item 12 in its 20182020 Proxy Statement or in an amendment to this Annual Report not later than 120 days after the end of the fiscal year covered hereby. That information is incorporated in this Item 12 by reference.


ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE


The Corporation will provide information that is responsive to this Item 13 in its 20182020 Proxy Statement or in an amendment to this Annual Report on Form 10-K not later than 120 days after the end of the fiscal year covered hereby. That information is incorporated in this Item 13 by reference.


ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES


The Corporation will provide information that is responsive to this Item 14 in its 20182020 Proxy Statement or in an amendment to this Annual Report on Form 10-K not later than 120 days after the end of the fiscal year covered hereby. That information is incorporated in this Item 14 by reference.
 


109

Table of Contents
PART IV: ITEM 15. AND ITEM 16.




PART IV

ITEM 15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES


FINANCIAL INFORMATION


 
(a) 1.           The following financial statements are filed as part of this document under Item 8 hereof:
Independent accountants' report
Consolidated balance sheets at December 31, 20172019 and 20162018
Consolidated statements of income, years ended December 31, 2017, 20162019, 2018 and 20152017
Consolidated statements of comprehensive income, years ended December 31, 2017, 20162019, 2018 and 20152017
Consolidated statements of stockholders' equity, years ended December 31, 2017, 20162019, 2018 and 20152017
Consolidated statements of cash flows, years ended December 31, 2017, 20162019, 2018 and 20152017
Notes to consolidated financial statements




(a) 2.           Financial statement schedules:
All schedules are omitted because they are not applicable or not required, or because the required information is included in the consolidated financial statements or related notes.


(a) 3.           Exhibits:
Exhibit No:
Description of Exhibits:
2.1
2.2
3.1
3.2
3.3
4.1
4.2
4.3
4.4
4.5
4.6
4.7
4.8
10.1
10.2
10.3
10.4
10.5
10.6
10.7
10.8

110

Table of Contents
PART IV: ITEM 15. AND ITEM 16.

10.9
10.10
10.11
10.12
10.13

110

Table of Contents
PART IV: ITEM 15. AND ITEM 16.

10.14
10.15
10.15
10.16
10.17
21
23
24
31.1
31.2
32
99.1
101.INS
Inline XBRL Instance Document (3)- the instance document does not appear in the Interactive Data File because its XBRL
tags are embedded within the Inline XBRL document (2)
101.SCHInline XBRL Taxonomy Extension Schema Document (3)(2)
101.CALInline XBRL Taxonomy Extension Calculation Linkbase Document (3)(2)
101.DEFInline XBRL Taxonomy Extension Definition Linkbase Document (3)(2)
101.LABInline XBRL Taxonomy Extension Label Linkbase Document (3)(2)
101.PREInline XBRL Taxonomy Extension Presentation Linkbase Document (3)(2)
104Cover Page Interactive Data File (formatted as Inline XBRL and included in Exhibit 101)
  
  
  
 (1) Management contract or compensatory plan
 (2) Filed herewith.
 (3) Furnished herewith.





111

Table of Contents
PART IV: ITEM 15. AND ITEM 16.



ITEM 16. FORM 10-K SUMMARY


Not applicable.

111




SIGNATURES


Pursuant to the requirements of Section 13 or 15 (d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized, on this 1st28th day of March, 2018.February, 2020.
 
 FIRST MERCHANTS CORPORATION 
   
    
 By:/s/ Michael C. Rechin 
 Michael C. Rechin, 
 President and Chief Executive Officer 
    


Pursuant to the requirements of the Securities Exchange Act of 1934, this report on Form 10-K has been signed by the following persons on behalf of the registrant and in the capacities indicated, on this 1st28th day of March, 2018.February, 2020.




/s/ Michael C. Rechin/s/ Mark K. Hardwick
Michael C. Rechin, President andMark K. Hardwick, Executive Vice President,
Chief Executive OfficerChief Financial Officer and Chief Operating Officer
(Principal Executive Officer)(Principal Financial and Accounting Officer)
  
/s/ Michael R. Becher*/s/ Michael C. Marhenke*Rechin
Michael R. Becher, DirectorMichael C. Rechin, Director
/s/ Harold D. Chaffin*/s/ Michael C. Marhenke*
Harold D. Chaffin, DirectorMichael C. Marhenke, Director
  
/s/ Michael J. Fisher*/s/ Charles E. Schalliol*
Michael J. Fisher, DirectorCharles E. Schalliol, Director
  
/s/ F. Howard Halderman*/s/ Patrick A. Sherman*
F. Howard Halderman, DirectorPatrick A. Sherman, Director
  
/s/ William L. Hoy*/s/ Terry L. Walker*
William L. Hoy, DirectorTerry L. Walker, Director
  
/s/ Gary J. Lehman*Clark C. Kellogg*/s/ Jean L. Wojtowicz*
Gary J. Lehman,Clark C. Kellogg, DirectorJean L. Wojtowicz, Director
  
/s/ Michael C. RechinGary J. Lehman* 
Michael C. Rechin,Gary J. Lehman, Director
 
*By Mark K. Hardwick as Attorney-in Fact pursuant to a Limited Power of Attorney executed by the directors listed above, which Power of Attorney is being filed with the Securities and Exchange Commission as an exhibit hereto.
 /s/ Mark K. Hardwick 
 Mark K. Hardwick 
 
As Attorney-in-Fact
March 1, 2018February 28, 2020
 


113112