UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

(Mark One)

x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended ~~March 31,~~June 30, 2016

o 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 0-6233

(Exact name of registrant as specified in its charter)



INDIANA		35-1068133
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification No.)



100 North Michigan Street
South Bend, IN		46601
(Address of principal executive offices)		(Zip Code)

(574) 235-2000

(Registrant’s telephone number, including area code)

Not Applicable

(Former name, former address and former fiscal year, if changed since last report)

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

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). x Yes o No

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer,” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):



Large accelerated filer o		Accelerated filer x

Non-accelerated filer o (Do not check if a smaller reporting company)		Smaller reporting company o

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

Number of shares of common stock outstanding as of ~~April~~July 15, 2016 — ~~25,849,257~~25,866,884 shares

TABLE OF CONTENTS



		Page

PART I. FINANCIAL INFORMATION

Item 1.	Financial Statements (Unaudited)
	Consolidated Statements of Financial Condition — ~~March 31,~~June 30, 2016 and December 31, 2015	3
	Consolidated Statements of Income — three and six months ended ~~March 31,~~June 30, 2016 and 2015	4
	Consolidated Statements of Comprehensive Income — three and six months ended ~~March 31,~~June 30, 2016 and 2015	5
	Consolidated Statements of Shareholders’ Equity — ~~three~~six months ended ~~March 31,~~June 30, 2016 and 2015	5
	Consolidated Statements of Cash Flows — ~~three~~six months ended ~~March 31,~~June 30, 2016 and 2015	6
	Notes to the Consolidated Financial Statements	7
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	2829
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	3638
Item 4.	Controls and Procedures	3638

PART II. OTHER INFORMATION

Item 1.	Legal Proceedings	3638
Item 1A.	Risk Factors	3638
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	3739
Item 3.	Defaults Upon Senior Securities	3739
Item 4.	Mine Safety Disclosures	3739
Item 5.	Other Information	3739
Item 6.	Exhibits	3739

SIGNATURES		3840

EXHIBITS
	Exhibit 31.1
	Exhibit 31.2
	Exhibit 32.1
	Exhibit 32.2

1st SOURCE CORPORATION

CONSOLIDATED STATEMENTS OF FINANCIAL CONDITION

(Unaudited - Dollars in thousands)


	March 31, 2016			December 31, 2015			June 30, 2016			December 31, 2015
ASSETS
Cash and due from banks	$	52,373		$	65,171		$	58,944		$	65,171
Federal funds sold and interest bearing deposits with other banks	32,854			14,550			14,297			14,550
Investment securities available-for-sale (amortized cost of $787,062 and $781,232 at March 31, 2016 and December 31, 2015, respectively)	801,950			791,727
Investment securities available-for-sale							814,258			791,727
Other investments	21,973			21,973			21,973			21,973
Mortgages held for sale	11,999			9,825			15,924			9,825
Loans and leases, net of unearned discount:
Commercial and agricultural	749,024			744,749			759,175			744,749
Auto and light truck	428,455			425,236			457,586			425,236
Medium and heavy duty truck	272,917			278,254			273,674			278,254
Aircraft financing	783,844			778,012
Construction equipment financing	467,782			455,565
Aircraft							822,842			778,012
Construction equipment							484,354			455,565
Commercial real estate	716,610			700,268			715,932			700,268
Residential real estate and home equity	466,450			464,129			482,979			464,129
Consumer	146,893			148,479			156,221			148,479
Total loans and leases	4,031,975			3,994,692			4,152,763			3,994,692
Reserve for loan and lease losses	(89,296		)	(88,112		)	(91,458		)	(88,112		)
Net loans and leases	3,942,679			3,906,580			4,061,305			3,906,580
Equipment owned under operating leases, net	110,412			110,371			119,312			110,371
Net premises and equipment	54,139			53,191			54,506			53,191
Goodwill and intangible assets	84,530			84,676			84,386			84,676
Accrued income and other assets	132,701			129,852			135,033			129,852
Total assets	$	5,245,610		$	5,187,916		$	5,379,938		$	5,187,916

LIABILITIES
Deposits:
Noninterest bearing	$	926,379		$	902,364
Interest bearing	3,298,769			3,236,822
Noninterest-bearing demand							$	944,626		$	902,364
Interest-bearing deposits:
Interest-bearing demand							1,391,823			1,350,417
Savings							779,899			745,661
Time							1,208,736			1,140,744
Total interest-bearing deposits							3,380,458			3,236,822
Total deposits	4,225,148			4,139,186			4,325,084			4,139,186
Short-term borrowings:
Federal funds purchased and securities sold under agreements to repurchase	169,820			130,662			161,826			130,662
Other short-term borrowings	12,094			102,567			44,150			102,567
Total short-term borrowings	181,914			233,229			205,976			233,229
Long-term debt and mandatorily redeemable securities	68,837			57,379			64,738			57,379
Subordinated notes	58,764			58,764			58,764			58,764
Accrued expenses and other liabilities	60,974			55,305			63,620			55,305
Total liabilities	4,595,637			4,543,863			4,718,182			4,543,863

SHAREHOLDERS’ EQUITY
Preferred stock; no par value
Authorized 10,000,000 shares; none issued or outstanding	—			—			—			—
Common stock; no par value
Authorized 40,000,000 shares; issued 28,205,674 at March 31, 2016 and December 31, 2015	436,538			436,538
Authorized 40,000,000 shares; issued 28,205,674 at June 30, 2016 and December 31, 2015							436,538			436,538
Retained earnings	260,813			251,812			270,744			251,812
Cost of common stock in treasury (2,356,417 shares at March 31, 2016 and 2,178,090 shares at December 31, 2015)	(56,677		)	(50,852		)
Cost of common stock in treasury (2,342,904 shares at June 30, 2016 and 2,178,090 shares at December 31, 2015)							(56,357		)	(50,852		)
Accumulated other comprehensive income	9,299			6,555			10,831			6,555
Total shareholders’ equity	649,973			644,053			661,756			644,053
Total liabilities and shareholders’ equity	$	5,245,610		$	5,187,916		$	5,379,938		$	5,187,916

The accompanying notes are a part of the consolidated financial statements.

1st SOURCE CORPORATION

CONSOLIDATED STATEMENTS OF INCOME

(Unaudited - Dollars in thousands, except per share amounts)


	Three Months Ended March 31,				Three Months Ended June 30,						Six Months Ended June 30,
	2016		2015		2016			2015			2016			2015
Interest income:
Loans and leases	$	42,736	$	39,604	$	43,891		$	42,583		$	86,627		$	82,187
Investment securities, taxable	3,080		3,004		3,040			2,648			6,120			5,652
Investment securities, tax-exempt	692		769		697			754			1,389			1,523
Other	291		255		309			229			600			484
Total interest income	46,799		43,632		47,937			46,214			94,736			89,846

Interest expense:
Deposits	3,771		2,559		3,790			2,838			7,561			5,397
Short-term borrowings	161		103		119			131			280			234
Subordinated notes	1,055		1,055		1,055			1,055			2,110			2,110
Long-term debt and mandatorily redeemable securities	523		479		680			525			1,203			1,004
Total interest expense	5,510		4,196		5,644			4,549			11,154			8,745

Net interest income	41,289		39,436		42,293			41,665			83,582			81,101
Provision for loan and lease losses	975		357		2,049			811			3,024			1,168
Net interest income after provision for loan and lease losses	40,314		39,079		40,244			40,854			80,558			79,933

Noninterest income:
Trust fees	4,623		4,557		5,108			5,247			9,731			9,804
Service charges on deposit accounts	2,107		2,197		2,276			2,367			4,383			4,564
Debit card income	2,599		2,399
Mortgage banking income	1,046		1,251
Debit card					2,816			2,628			5,415			5,027
Mortgage banking					1,115			1,239			2,161			2,490
Insurance commissions	1,563		1,305		1,233			1,382			2,796			2,687
Equipment rental income	6,073		5,079
Gains on investment securities available-for-sale	10		—
Other income	3,606		2,963
Equipment rental					6,517			5,342			12,590			10,421
(Losses) gains on investment securities available-for-sale					(209		)	4			(199		)	4
Other					3,441			3,322			7,047			6,285
Total noninterest income	21,627		19,751		22,297			21,531			43,924			41,282

Noninterest expense:
Salaries and employee benefits	21,351		20,925		21,194			20,794			42,545			41,719
Net occupancy expense	2,501		2,461
Furniture and equipment expense	4,790		4,336
Net occupancy					2,307			2,345			4,808			4,806
Furniture and equipment					4,811			4,531			9,601			8,867
Depreciation - leased equipment	5,101		4,088		5,444			4,396			10,545			8,484
Professional fees	1,219		870		1,190			1,108			2,409			1,978
Supplies and communication	1,508		1,406		1,374			1,409			2,882			2,815
FDIC and other insurance	879		849		911			847			1,790			1,696
Business development and marketing expense	980		1,049
Loan and lease collection and repossession expense	427		363
Other expense	1,949		1,714
Business development and marketing					1,025			1,214			2,005			2,263
Loan and lease collection and repossession					385			(294		)	812			69
Other					1,393			1,891			3,342			3,605
Total noninterest expense	40,705		38,061		40,034			38,241			80,739			76,302

Income before income taxes	21,236		20,769		22,507			24,144			43,743			44,913
Income tax expense	7,418		7,258		8,028			8,514			15,446			15,772

Net income	$	13,818	$	13,511	$	14,479		$	15,630		$	28,297		$	29,141

Per common share*:
Basic net income per common share	$	0.53	$	0.51	$	0.56		$	0.59		$	1.08		$	1.10
Diluted net income per common share	$	0.53	$	0.51	$	0.56		$	0.59		$	1.08		$	1.10
Cash dividends	$	0.180	$	0.164	$	0.180		$	0.164		$	0.360		$	0.327
Basic weighted average common shares outstanding*	25,923,530		26,258,273		25,853,537			26,212,999			25,888,534			26,235,511
Diluted weighted average common shares outstanding*	25,923,530		26,258,273		25,853,537			26,212,999			25,888,534			26,235,511

*The computation of the three and six months ended ~~March 31,~~June 30, 2015 per common share data and shares outstanding gives retrospective recognition to a 10% stock dividend declared on July 22, 2015 and issued on August 14, 2015.

The accompanying notes are a part of the consolidated financial statements.

1st SOURCE CORPORATION

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

(Unaudited - Dollars in thousands)


	Three Months Ended March 31,
	2016			2015			Three Months Ended June 30,						Six Months Ended June 30,
							2016			2015			2016			2015
Net income	$	13,818		$	13,511		$	14,479		$	15,630		$	28,297		$	29,141

Other comprehensive income (loss):
Change in unrealized appreciation (depreciation) of available-for-sale securities	4,403			2,946			2,244			(4,727		)	6,647			(1,781		)
Reclassification adjustment for realized (gains) losses included in net income	(10		)	—
Reclassification adjustment for realized losses (gains) included in net income							209			(4		)	199			(4		)
Income tax effect	(1,649		)	(1,106		)	(921		)	1,776			(2,570		)	670
Other comprehensive income (loss), net of tax	2,744			1,840			1,532			(2,955		)	4,276			(1,115		)

Comprehensive income	$	16,562		$	15,351		$	16,011		$	12,675		$	32,573		$	28,026

The accompanying notes are a part of the consolidated financial statements.

1st SOURCE CORPORATION

CONSOLIDATED STATEMENTS OF SHAREHOLDERS’ EQUITY

(Unaudited - Dollars in thousands, except per share amounts)


	Preferred Stock		Common Stock		Retained Earnings			Cost of Common Stock in Treasury			Accumulated Other Comprehensive Income (Loss), Net		Total			Preferred Stock		Common Stock		Retained Earnings			Cost of Common Stock in Treasury			Accumulated Other Comprehensive Income (Loss), Net			Total
Balance at January 1, 2015	$	—	$	346,535	$	302,242		$	(43,711	)	$	9,407	$	614,473		$	—	$	346,535	$	302,242		$	(43,711	)	$	9,407		$	614,473
Net income	—		—		13,511			—			—		13,511			—		—		29,141			—			—			29,141
Other comprehensive income	—		—		—			—			1,840		1,840
Issuance of 94,361 common shares under stock based compensation awards, including related tax effects*	—		—		(221		)	2,191			—		1,970
Cost of 104,661 shares of common stock acquired for treasury*	—		—		—			(2,964		)	—		(2,964		)
Common stock cash dividend ($0.164 per share)*	—		—		(4,325		)	—			—		(4,325		)
Balance at March 31, 2015	$	—	$	346,535	$	311,207		$	(44,484	)	$	11,247	$	624,505
Other comprehensive loss																—		—		—			—			(1,115		)	(1,115		)
Issuance of 112,483 common shares under stock based compensation awards, including related tax effects*																—		—		(237		)	2,683			—			2,446
Cost of 164,829 shares of common stock acquired for treasury*																—		—		—			(4,678		)	—			(4,678		)
Common stock cash dividend ($0.327 per share)*																—		—		(8,636		)	—			—			(8,636		)
10% common stock dividend																—		90,003		(90,003		)	—			—			—
Balance at June 30, 2015																$	—	$	436,538	$	232,507		$	(45,706	)	$	8,292		$	631,631

Balance at January 1, 2016	$	—	$	436,538	$	251,812		$	(50,852	)	$	6,555	$	644,053		$	—	$	436,538	$	251,812		$	(50,852	)	$	6,555		$	644,053
Net income	—		—		13,818			—			—		13,818			—		—		28,297			—			—			28,297
Other comprehensive income	—		—		—			—			2,744		2,744			—		—		—			—			4,276			4,276
Issuance of 91,340 common shares under stock based compensation awards, including related tax effects	—		—		(111		)	2,180			—		2,069
Issuance of 104,853 common shares under stock based compensation awards, including related tax effects																—		—		4			2,500			—			2,504
Cost of 269,667 shares of common stock acquired for treasury	—		—		—			(8,005		)	—		(8,005		)	—		—		—			(8,005		)	—			(8,005		)
Common stock cash dividend ($0.180 per share)	—		—		(4,706		)	—			—		(4,706		)
Balance at March 31, 2016	$	—	$	436,538	$	260,813		$	(56,677	)	$	9,299	$	649,973
Common stock cash dividend ($0.360 per share)																—		—		(9,369		)	—			—			(9,369		)
Balance at June 30, 2016																$	—	$	436,538	$	270,744		$	(56,357	)	$	10,831		$	661,756

*Share and per share data gives retrospective recognition to a 10% stock dividend declared on July 22, 2015 and issued on August 14, 2015.

The accompanying notes are a part of the consolidated financial statements.

1st SOURCE CORPORATION

CONSOLIDATED STATEMENTS OF CASH FLOWS

(Unaudited - Dollars in thousands)


	Three Months Ended March 31,						Six Months Ended June 30,
	2016			2015			2016			2015
Operating activities:
Net income	$	13,818		$	13,511		$	28,297		$	29,141
Adjustments to reconcile net income to net cash provided by operating activities:
Provision for loan and lease losses	975			357			3,024			1,168
Depreciation of premises and equipment	1,283			1,148			2,596			2,302
Depreciation of equipment owned and leased to others	5,101			4,088			10,545			8,484
Stock-based compensation	784			1,239			1,399			2,079
Amortization of investment securities premiums and accretion of discounts, net	1,257			1,111			2,553			2,597
Amortization of mortgage servicing rights	332			393			716			778
Deferred income taxes	611			(139		)	(742		)	(2,159		)
Gains on investment securities available-for-sale	(10		)	—
Losses (gains) on investment securities available-for-sale							199			(4		)
Originations of loans held for sale, net of principal collected	(23,007		)	(34,517		)	(50,830		)	(66,312		)
Proceeds from the sales of loans held for sale	21,502			26,347			46,151			67,143
Net gain on sale of loans held for sale	(669		)	(1,046		)	(1,420		)	(2,009		)
Net gain on sale of other real estate and repossessions	(140		)	(564		)	(135		)	(772		)
Change in trading account securities	—			(3		)	—			(6		)
Change in interest receivable	(664		)	(224		)	(173		)	117
Change in interest payable	273			(250		)	907			289
Change in other assets	(1,230		)	167			(2,655		)	987
Change in other liabilities	6,029			5,851			8,177			(1,032		)
Other	(517		)	230			(857		)	690
Net change in operating activities	25,728			17,699			47,752			43,481
Investing activities:
Proceeds from sales of investment securities available-for-sale	511			—			3,956			1,299
Proceeds from maturities and paydowns of investment securities available-for-sale	44,416			19,807			108,215			47,314
Purchases of investment securities available-for-sale	(52,003		)	(23,458		)	(130,607		)	(48,344		)
Net change in other investments	—			240			—			58
Loans sold or participated to others	—			1,373			—			1,962
Net change in loans and leases	(37,666		)	(19,203		)	(159,218		)	(171,601		)
Net change in equipment owned under operating leases	(5,142		)	(12,585		)	(19,486		)	(28,216		)
Purchases of premises and equipment	(2,298		)	(520		)	(3,991		)	(2,934		)
Proceeds from sales of other real estate and repossessions	573			5,654			714			6,536
Net change in investing activities	(51,609		)	(28,692		)	(200,417		)	(193,926		)
Financing activities:
Net change in demand deposits and savings accounts	18,491			37,774			117,906			104,266
Net change in time deposits	67,471			29,826			67,992			55,459
Net change in short-term borrowings	(51,315		)	(45,676		)	(27,253		)	16,365
Proceeds from issuance of long-term debt	10,000			—			10,832			—
Payments on long-term debt	(387		)	(459		)	(5,703		)	(743		)
Stock issued under stock purchase plans							116			149
Acquisition of treasury stock	(8,005		)	(2,964		)	(8,005		)	(4,678		)
Cash dividends paid on common stock	(4,868		)	(4,434		)	(9,700		)	(8,865		)
Net change in financing activities	31,387			14,067			146,185			161,953

Net change in cash and cash equivalents	5,506			3,074			(6,480		)	11,508
Cash and cash equivalents, beginning of year	79,721			66,190			79,721			66,190
Cash and cash equivalents, end of period	$	85,227		$	69,264		$	73,241		$	77,698
Supplemental Information:
Non-cash transactions:
Loans transferred to other real estate and repossessed assets	$	592		$	4,945		$	1,469		$	5,866
Common stock matching contribution to Employee Stock Ownership and Profit Sharing Plan	800			500			800			500

The accompanying notes are a part of the consolidated financial statements.

1ST SOURCE CORPORATION

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

Note 1. Accounting Policies

1st Source Corporation is a bank holding company headquartered in South Bend, Indiana that provides, through its subsidiaries (collectively referred to as “1st Source” or “the Company”), a broad array of financial products and services.

Basis of Presentation – The accompanying unaudited consolidated financial statements reflect all adjustments (all of which are normal and recurring in nature) which are, in the opinion of management, necessary for a fair presentation of the consolidated financial position, the results of operations, changes in comprehensive income, changes in shareholders’ equity, and cash flows for the periods presented. These unaudited consolidated financial statements have been prepared according to the rules and regulations of the Securities and Exchange Commission (SEC) and, therefore, certain information and footnote disclosures normally included in financial statements prepared in accordance with U.S. generally accepted accounting principles (GAAP) have been omitted.

The Notes to the Consolidated Financial Statements appearing in 1st Source Corporation’s Annual Report on Form 10-K (2015 Annual Report), which include descriptions of significant accounting policies, should be read in conjunction with these interim financial statements. The Consolidated Statement of Financial Condition at December 31, 2015 has been derived from the audited financial statements at that date but does not include all of the information and footnotes required by GAAP for complete financial statements. Certain amounts in the prior period consolidated financial statements have been reclassified to conform to the current year presentation.

Use of Estimates in the Preparation of Financial Statements – Financial statements prepared in accordance with GAAP require the Company 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 income and expense during the reporting period. Actual results could differ from those estimates.

Loans and Leases – Loans are stated at the principal amount outstanding, net of unamortized deferred loan origination fees and costs and net of unearned income. Interest income is accrued as earned based on unpaid principal balances. Origination fees and direct loan and lease origination costs are deferred and the net amount amortized to interest income over the estimated life of the related loan or lease. Loan commitment fees are deferred and amortized into other income over the commitment period.

Direct financing leases are carried at the aggregate of lease payments plus estimated residual value of the leased property, net of unamortized deferred lease origination fees and costs and unearned income. Interest income on direct financing leases is recognized over the term of the lease to achieve a constant periodic rate of return on the outstanding investment.

The accrual of interest on loans and leases is discontinued when a loan or lease becomes contractually delinquent for 90 days, or when an individual analysis of a borrower’s credit worthiness indicates a credit should be placed on nonperforming status, except for residential mortgage loans and consumer loans that are well secured and in the process of collection. Residential mortgage loans are placed on nonaccrual at the time the loan is placed in foreclosure. When interest accruals are discontinued, interest credited to income in the current year is reversed and interest accrued in the prior year is charged to the reserve for loan and lease losses. However, in some cases, the Company may elect to continue the accrual of interest when the net realizable value of collateral is sufficient to cover the principal and accrued interest. When a loan or lease is classified as nonaccrual and the future collectibility of the recorded loan or lease balance is doubtful, collections on interest and principal are applied as a reduction to principal outstanding. Loans are returned to accrual status when all principal and interest amounts contractually due are brought current and future payments are reasonably assured, which is typically evidenced by a sustained repayment performance of at least six months.

A loan or lease is considered impaired, based on current information and events, if it is probable that the Company will be unable to collect the scheduled payments of principal or interest when due according to the contractual terms of the loan or lease agreement. Interest on impaired loans and leases, which are not classified as nonaccrual, is recognized on the accrual basis. The Company evaluates loans and leases exceeding $100,000 for impairment and establishes a specific reserve as a component of the reserve for loan and lease losses when it is probable all amounts due will not be collected pursuant to the contractual terms of the loan or lease and the recorded investment in the loan or lease exceeds its fair value.

Loans and leases that have been modified and economic concessions have been granted to borrowers who have experienced financial difficulties are considered a troubled debt restructuring (TDR) and, by definition, are deemed an impaired loan. These concessions typically result from the Company’s loss mitigation activities and may include reductions in the interest rate, payment extensions, forgiveness of principal, forbearance or other actions. Certain TDRs are classified as nonperforming at the time of restructuring and typically are returned to performing status after considering the borrower’s sustained repayment performance for a reasonable period of at least six months.

When the Company modifies loans and leases in a TDR, it evaluates any possible impairment similar to other impaired loans based on the present value of expected future cash flows, discounted at the contractual interest rate of the original loan or lease agreement, or uses the current fair value of the collateral, less selling costs for collateral dependent loans. If the Company determines that the value of the modified loan is less than the recorded investment in the loan (net of previous charge-offs, deferred loan fees or costs and unamortized premium or discount), impairment is recognized through a reserve for loan and lease losses estimate or a charge-off to the reserve for loan and lease losses. In periods subsequent to modification, the Company evaluates all TDRs, including those that have payment defaults, for possible impairment and recognizes impairment through the reserve for loan and lease losses.

Note 2. Recent Accounting Pronouncements

~~Share Based Payment Accounting:~~Measurement of Credit Losses on Financial Instruments: In ~~March~~June 2016, the Financial Accounting Standards Board (FASB) issued Accounting Standards Update (ASU) No. 2016-13, “Financial Instruments-Credit Losses (Topic 326) - Measurement of Credit Losses on Financial Instruments.” The provisions of ASU 2016-13 were issued to provide financial statement users with more decision-useful information about the expected credit losses on financial instruments that are not accounted for at fair value through net income, including loans held for investment, held-to-maturity debt securities, trade and other receivables, net investment in leases and other commitments to extend credit held by a reporting entity at each reporting date. ASU 2016-13 requires that financial assets measured at amortized cost be presented at the net amount expected to be collected, through an allowance for credit losses that is deducted from the amortized cost basis. The amendments in ASU 2016-13 eliminate the probable incurred loss recognition in current GAAP and reflect an entity’s current estimate of all expected credit losses. The measurement of expected credit losses is based upon historical experience, current conditions, and reasonable and supportable forecasts that affect the collectibility of the financial assets.

For purchased financial assets with a more-than-insignificant amount of credit deterioration since origination (“PCD assets”) that are measured at amortized cost, the initial allowance for credit losses is added to the purchase price rather than being reported as a credit loss expense. Subsequent changes in the allowance for credit losses on PCD assets are recognized through the statement of income as a credit loss expense.

Credit losses relating to available-for-sale debt securities will be recorded through an allowance for credit losses rather than as a direct write-down to the security.

ASU 2016-13 is effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2019. Early adoption is permitted for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2018. The Company is currently evaluating the impact of ASU 2016-13 on its accounting and disclosures.

Share Based Payment Accounting: In March 2016, the FASB issued ASU No. 2016-09 “Compensation - Stock Compensation (Topic 718) - Improvements to Employee Share-Based Payment Accounting.” ASU 2016-09 requires all income tax effects of awards to be recognized in the income statement when the awards vest or are settled. It also allows an employer to repurchase more of an employee’s shares than it can today for tax withholding purposes without triggering liability accounting and to make a policy election for forfeitures as they occur. The guidance is effective for public business entities for fiscal years beginning after December 15, 2016, and interim periods within those years. Early adoption is permitted. The Company ~~is assessing the impact of~~continues to assess ASU 2016-09 but does not expect a significant impact on its accounting and disclosures.

Leases: In February 2016, the FASB issued ASU No. 2016-02 “Leases (Topic 842).” ASU 2016-02 establishes a right of use model that requires a lessee to record a right of use asset and a lease liability for all leases with terms longer than 12 months. Leases will be classified as either finance or operating, with classification affecting the pattern of expense recognition in the income statement. For lessors, the guidance modifies the classification criteria and the accounting for sales-type and direct financing leases. A lease will be treated as sale if it transfers all of the risks and rewards, as well as control of the underlying asset, to the lessee. If risks and rewards are conveyed without the transfer of control, the lease is treated as a financing. If the lessor doesn’t convey risks and rewards or control, an operating lease results. The amendments are effective for fiscal years beginning after December 15, 2018, including interim periods within those fiscal years for public business entities. Entities are required to use a modified retrospective approach for leases that exist or are entered into after the beginning of the earliest comparative period in the financial statements, with certain practical expedients available. Early adoption is permitted. The Company is assessing the impact of ASU 2016-02 on its accounting and disclosures.

Recognition and Measurement of Financial Instruments: In January 2016, the FASB issued ASU No. 2016-01 “Financial Instruments - Overall (Subtopic 825-10) - Recognition and Measurement of Financial Assets and Financial Liabilities.” ASU 2016-01 is intended to improve the recognition and measurement of financial instruments by requiring equity investments 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 on the balance sheet or the accompanying notes to the financial statements; 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 and amortized at 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 when the organization has elected to measure the liability at fair value in accordance with the fair value option for financial instruments. ASU 2016-01 is effective for annual periods and interim periods within those annual periods, beginning after December 15, 2017. The amendments should be applied by means of a cumulative-effect adjustment to the balance sheet as of the beginning of the fiscal year of adoption. The amendments related to equity securities without readily determinable fair values (including disclosure requirements) should be applied prospectively to equity investments that exist as of the date of adoption. The Company is assessing the impact of ASU 2016-01 on its accounting and disclosures.

Short Duration Contracts: In May 2015, the FASB issued ASU No. 2015-09 “Financial Services - Insurance (Topic 944) - Disclosures about Short Duration Contracts.” ASU 2015-09 includes amendments that require insurance entities to disclose for annual reporting periods information about the liability for unpaid claims and claim adjustment expenses as well as significant changes in methodologies and assumptions used to calculate the liability for unpaid claims and claim adjustment expenses. In addition, the amendments require a roll-forward of the liability for unpaid claims and claim adjustment expenses on an annual and interim basis. The amendments are effective for annual periods beginning after December 15, 2015, and interim periods within annual periods beginning after December 15, 2016 and should be applied retrospectively. Early adoption is permitted. The Company has determined that ASU 2015-09 applies to certain insurance lines of business and is assessing the impact ~~of ASU 2015-09~~ on its disclosures.

Consolidations: In February 2015, the FASB issued ASU No. 2015-02 “Consolidation (Topic 810) - Amendments to the Consolidation Analysis.” ASU 2015-02 includes amendments that are intended to improve targeted areas of consolidation for legal entities including reducing the number of consolidation models from four to two and simplifying the FASB Accounting Standards Codification. ASU 2015-02 is effective for annual and interim periods within those annual periods, beginning after December 15, 2015. The amendments may be applied retrospectively in previously issued financial statements for one or more years with a cumulative effect adjustment to retained earnings as of the beginning of the first year restated. Early adoption is permitted, including adoption in an interim period. The Company adopted ASU 2015-02 on January 1, 2016 and it did not have an impact on its accounting and disclosures.

Revenue from Contracts with Customers: In May 2014, the FASB issued ASU No. 2014-09 “Revenue from Contracts with Customers (Topic 606).” The core principle of the guidance is that an entity should recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods and services. On July 9, 2015, the FASB approved amendments deferring the effective date by one year. ASU 2014-09 is now effective for annual reporting periods beginning after December 15, 2017, including interim periods within that reporting period. Early application is permitted but not before the original public entity effective date, i.e., annual periods beginning after December 15, 2016. In March 2016, the FASB issued final amendments (ASU No. 2016-08 and ASU No. 2016-10) to clarify the implementation guidance for principal versus agent considerations, identifying performance obligations and the accounting for licenses of intellectual property. The amendments can be applied retrospectively to each prior reporting period or retrospectively with the cumulative effect of initially applying this Update recognized at the date of initial application. ~~Early application is permitted but not before~~In May 2016, the ~~original public entity~~FASB issued final amendments (ASU No. 2016-12 and ASU 2016-11) to address narrow-scope improvements to the guidance on collectibility, non-cash consideration, completed contracts at transition and to provide a practical expedient for contract modifications at transition and an accounting policy election related to the presentation of sales taxes and other similar taxes collected from customers. Additionally, the amendments included a rescission of SEC guidance because of ASU 2014-09 related to revenue and expense recognition for freight services in process, accounting for shipping and handling fees and costs, and accounting for consideration given by a vendor to a customer. These amendments are effective ~~date,~~ ~~i.e., annual periods beginning after December 15, 2016.~~upon the adoption of ASU 2014-09. The Company continues to assess the impact of ASU 2014-09 on its accounting and disclosures.

Note 3. Investment Securities Available-For-Sale

The following table shows investment securities available-for-sale.

(Dollars in thousands) Amortized Cost Gross Unrealized Gains Gross Unrealized Losses Fair Value
March 31, 2016

U.S. Treasury and Federal agencies securities $ 391,488
$ 2,624
$ (42 ) $ 394,070
U.S. States and political subdivisions securities 121,464
2,968
(123 ) 124,309
Mortgage-backed securities — Federal agencies 237,234
4,153
(464 ) 240,923
Corporate debt securities 34,183
393
(1 ) 34,575
Foreign government and other securities 800
9
—
809
Total debt securities 785,169
10,147
(630 ) 794,686
Marketable equity securities 1,893
5,670
(299 ) 7,264
Total investment securities available-for-sale $ 787,062
$ 15,817
$ (929 ) $ 801,950

December 31, 2015

U.S. Treasury and Federal agencies securities $ 389,457
$ 1,718
$ (1,506 ) $ 389,669
U.S. States and political subdivisions securities 120,441
2,692
(143 ) 122,990
Mortgage-backed securities — Federal agencies 234,400
3,430
(1,533 ) 236,297
Corporate debt securities 34,241
199
(57 ) 34,383
Foreign government and other securities 800
10
(1 ) 809
Total debt securities 779,339
8,049
(3,240 ) 784,148
Marketable equity securities 1,893
5,906
(220 ) 7,579
Total investment securities available-for-sale $ 781,232
$ 13,955
$ (3,460 ) $ 791,727



(Dollars in thousands)	Amortized Cost		Gross Unrealized Gains		Gross Unrealized Losses			Fair Value
June 30, 2016
U.S. Treasury and Federal agencies securities	$	396,740	$	3,396	$	(5	)	$	400,131
U.S. States and political subdivisions securities	125,917		3,364		(63		)	129,218
Mortgage-backed securities — Federal agencies	239,829		4,982		(272		)	244,539
Corporate debt securities	32,032		398		—			32,430
Foreign government and other securities	800		10		—			810
Total debt securities	795,318		12,150		(340		)	807,128
Marketable equity securities	1,599		5,533		(2		)	7,130
Total investment securities available-for-sale	$	796,917	$	17,683	$	(342	)	$	814,258

December 31, 2015
U.S. Treasury and Federal agencies securities	$	389,457	$	1,718	$	(1,506	)	$	389,669
U.S. States and political subdivisions securities	120,441		2,692		(143		)	122,990
Mortgage-backed securities — Federal agencies	234,400		3,430		(1,533		)	236,297
Corporate debt securities	34,241		199		(57		)	34,383
Foreign government and other securities	800		10		(1		)	809
Total debt securities	779,339		8,049		(3,240		)	784,148
Marketable equity securities	1,893		5,906		(220		)	7,579
Total investment securities available-for-sale	$	781,232	$	13,955	$	(3,460	)	$	791,727

At ~~March 31,~~June 30, 2016 and December 31, 2015, the residential mortgage-backed securities held by the Company consisted primarily of GNMA, FNMA and FHLMC pass-through certificates which are guaranteed by those respective agencies of the United States government (Government Sponsored Enterprise, GSEs).

The following table shows the contractual maturities of investments in debt securities available-for-sale at ~~March 31,~~June 30, 2016. Expected maturities will differ from contractual maturities, because borrowers may have the right to call or prepay obligations with or without call or prepayment penalties.


(Dollars in thousands)	Amortized Cost		Fair Value		Amortized Cost		Fair Value
Due in one year or less	$	144,949	$	145,669	$	214,503	$	215,323
Due after one year through five years	384,483		389,225		318,873		324,549
Due after five years through ten years	18,503		18,869		22,113		22,717
Due after ten years	—		—		—		—
Mortgage-backed securities	237,234		240,923		239,829		244,539
Total debt securities available-for-sale	$	785,169	$	794,686	$	795,318	$	807,128

The following table shows the gross realized gains and losses on sale of securities from the securities available-for-sale portfolio, including marketable equity securities. Realized gains and losses on the sales of all securities are computed using the specific identification cost basis.

Three Months Ended
March 31,
(Dollars in thousands) 2016 2015
Gross realized gains $ 10
$ —
Gross realized losses —
—
Net realized gains (losses) $ 10
$ —

The following table summarizes gross unrealized losses and fair value by investment category and age.

Less than 12 Months 12 months or Longer Total
(Dollars in thousands) Fair Value Unrealized Losses Fair Value Unrealized Losses Fair Value Unrealized Losses
March 31, 2016

U.S. Treasury and Federal agencies securities $ 36,933
$ (42 ) $ —
$ —
$ 36,933
$ (42 )
U.S. States and political subdivisions securities 12,169
(73 ) 4,332
(50 ) 16,501
(123 )
Mortgage-backed securities - Federal agencies 27,283
(111 ) 19,467
(353 ) 46,750
(464 )
Corporate debt securities 1,753
(1 ) —
—
1,753
(1 )
Foreign government and other securities 100
—
—
—
100
—
Total debt securities 78,238
(227 ) 23,799
(403 ) 102,037
(630 )
Marketable equity securities 347
(297 ) 3
(2 ) 350
(299 )
Total investment securities available-for-sale $ 78,585
$ (524 ) $ 23,802
$ (405 ) $ 102,387
$ (929 )

December 31, 2015

U.S. Treasury and Federal agencies securities $ 151,581
$ (928 ) $ 43,372
$ (578 ) $ 194,953
$ (1,506 )
U.S. States and political subdivisions securities 17,040
(79 ) 3,795
(64 ) 20,835
(143 )
Mortgage-backed securities - Federal agencies 78,731
(777 ) 20,592
(756 ) 99,323
(1,533 )
Corporate debt securities 9,340
(57 ) —
—
9,340
(57 )
Foreign government and other securities 99
(1 ) —
—
99
(1 )
Total debt securities 256,791
(1,842 ) 67,759
(1,398 ) 324,550
(3,240 )
Marketable equity securities 427
(218 ) 3
(2 ) 430
(220 )
Total investment securities available-for-sale $ 257,218
$ (2,060 ) $ 67,762
$ (1,400 ) $ 324,980
$ (3,460 )



	Less than 12 Months					12 months or Longer					Total
(Dollars in thousands)	Fair Value		Unrealized Losses			Fair Value		Unrealized Losses			Fair Value		Unrealized Losses
June 30, 2016
U.S. Treasury and Federal agencies securities	$	5,974	$	(5	)	$	—	$	—		$	5,974	$	(5	)
U.S. States and political subdivisions securities	7,237		(22		)	4,474		(41		)	11,711		(63		)
Mortgage-backed securities - Federal agencies	23,770		(78		)	15,147		(194		)	38,917		(272		)
Corporate debt securities	—		—			—		—			—		—
Foreign government and other securities	—		—			—		—			—		—
Total debt securities	36,981		(105		)	19,621		(235		)	56,602		(340		)
Marketable equity securities	1		—			3		(2		)	4		(2		)
Total investment securities available-for-sale	$	36,982	$	(105	)	$	19,624	$	(237	)	$	56,606	$	(342	)

December 31, 2015
U.S. Treasury and Federal agencies securities	$	151,581	$	(928	)	$	43,372	$	(578	)	$	194,953	$	(1,506	)
U.S. States and political subdivisions securities	17,040		(79		)	3,795		(64		)	20,835		(143		)
Mortgage-backed securities - Federal agencies	78,731		(777		)	20,592		(756		)	99,323		(1,533		)
Corporate debt securities	9,340		(57		)	—		—			9,340		(57		)
Foreign government and other securities	99		(1		)	—		—			99		(1		)
Total debt securities	256,791		(1,842		)	67,759		(1,398		)	324,550		(3,240		)
Marketable equity securities	427		(218		)	3		(2		)	430		(220		)
Total investment securities available-for-sale	$	257,218	$	(2,060	)	$	67,762	$	(1,400	)	$	324,980	$	(3,460	)

The initial indication of other-than-temporary-impairment (OTTI) for both debt and equity securities is a decline in fair value below amortized cost. Quarterly, the impaired securities are analyzed on a qualitative and quantitative basis in determining OTTI. Declines in the fair value of available-for-sale debt securities below their cost that are deemed to be other-than-temporary are reflected in earnings as realized losses to the extent the impairment is related to credit losses. The amount of impairment related to other factors is recognized in other comprehensive income. In estimating OTTI ~~impairment~~ losses, the Company considers among other things, (i) the length of time and the extent to which fair value has been less than cost, (ii) the financial condition and near-term prospects of the issuer, and (iii) whether it is more likely than not that the Company will not have to sell any such securities before a recovery of cost.

~~There were no OTTI write-downs in 2016 or 2015.~~

At ~~March 31,~~June 30, 2016, the Company does not have the intent to sell any of the available-for-sale securities in the table above and believes that it is more likely than not, that it will not have to sell any such securities before an anticipated recovery of cost. Primarily the unrealized losses on debt securities are due to increases in market rates over the yields available at the time the underlying securities were purchased. The fair value is expected to recover on all debt securities as they approach their maturity date or re-pricing date or if market yields for such investments decline. The Company does not believe any of the securities are impaired due to reasons of credit quality.

The following table shows the gross realized gains and losses from the securities available-for-sale portfolio, including marketable equity securities. Realized gains and losses of all securities are computed using the specific identification cost basis.



	Three Months Ended June 30,					Six Months Ended June 30,
(Dollars in thousands)	2016			2015		2016			2015
Gross realized gains	$	85		$	4	$	95		$	4
Gross realized losses	—			—		—			—
OTTI losses	(294		)	—		(294		)	—
Net realized (losses) gains	$	(209	)	$	4	$	(199	)	$	4

At ~~March 31,~~June 30, 2016 and December 31, 2015, investment securities available-for-sale with carrying values of ~~$284.11~~$249.00 million and $233.14 million, respectively, were pledged as collateral for security repurchase agreements and for other purposes.

Note 4. Loan and Lease Financings

The Company evaluates loans and leases for credit quality at least annually but more frequently if certain circumstances occur (such as material new information which becomes available and indicates a potential change in credit risk). The Company uses two methods to assess credit risk: loan or lease credit quality grades and credit risk classifications. The purpose of the loan or lease credit quality grade is to document the degree of risk associated with individual credits as well as inform management of the degree of risk in the portfolio taken as a whole. Credit risk classifications are used to categorize loans by degree of risk and to designate individual or committee approval authorities for higher risk credits at the time of origination. Credit risk classifications include categories for: Acceptable, Marginal, Special Attention, Special Risk, Restricted by Policy, Regulated and Prohibited by Law.

All loans and leases, except residential real estate and home equity loans and consumer loans, are assigned credit quality grades on a scale from 1 to 12 with grade 1 representing superior credit quality. The criteria used to assign grades to extensions of credit that exhibit potential problems or well-defined weaknesses are primarily based upon the degree of risk and the likelihood of orderly repayment, and their effect on the Company’s safety and soundness. Loans or leases graded 7 or weaker are considered “special attention” credits and, as such, relationships in excess of $100,000 are reviewed quarterly as part of management’s evaluation of the appropriateness of the reserve for loan and lease losses. Grade 7 credits are defined as “watch” and contain greater than average credit risk and are monitored to limit the exposure to increased risk; grade 8 credits are “special mention” and, following regulatory guidelines, are defined as having potential weaknesses that deserve management’s close attention. Credits that exhibit well-defined weaknesses and a distinct possibility of loss are considered “classified” and are graded 9 through 12 corresponding to the regulatory definitions of “substandard” (grades 9 and 10) and the more severe “doubtful” (grade 11) and “loss” (grade 12).

The following table shows the credit quality grades of the recorded investment in loans and leases, segregated by class.


	Credit Quality Grades						Credit Quality Grades
(Dollars in thousands)	1-6		7-12		Total		1-6		7-12		Total
March 31, 2016
June 30, 2016
Commercial and agricultural	$	719,127	$	29,897	$	749,024	$	725,345	$	33,830	$	759,175
Auto and light truck	414,418		14,037		428,455		427,067		30,519		457,586
Medium and heavy duty truck	270,829		2,088		272,917		271,809		1,865		273,674
Aircraft financing	751,761		32,083		783,844
Construction equipment financing	463,858		3,924		467,782
Aircraft							792,536		30,306		822,842
Construction equipment							479,698		4,656		484,354
Commercial real estate	697,789		18,821		716,610		704,188		11,744		715,932
Total	$	3,317,782	$	100,850	$	3,418,632	$	3,400,643	$	112,920	$	3,513,563

December 31, 2015
Commercial and agricultural	$	710,030	$	34,719	$	744,749	$	710,030	$	34,719	$	744,749
Auto and light truck	413,836		11,400		425,236		413,836		11,400		425,236
Medium and heavy duty truck	275,367		2,887		278,254		275,367		2,887		278,254
Aircraft financing	750,264		27,748		778,012
Construction equipment financing	448,683		6,882		455,565
Aircraft							750,264		27,748		778,012
Construction equipment							448,683		6,882		455,565
Commercial real estate	680,304		19,964		700,268		680,304		19,964		700,268
Total	$	3,278,484	$	103,600	$	3,382,084	$	3,278,484	$	103,600	$	3,382,084

For residential real estate and home equity and consumer loans, credit quality is based on the aging status of the loan and by payment activity. The following table shows the recorded investment in residential real estate and home equity and consumer loans by performing or nonperforming status. Nonperforming loans are those loans which are on nonaccrual status or are 90 days or more past due.

(Dollars in thousands) Performing Nonperforming Total
March 31, 2016

Residential real estate and home equity $ 463,905
$ 2,545
$ 466,450
Consumer 146,138
755
146,893
Total $ 610,043
$ 3,300
$ 613,343

December 31, 2015

Residential real estate and home equity $ 462,236
$ 1,893
$ 464,129
Consumer 148,180
299
148,479
Total $ 610,416
$ 2,192
$ 612,608



(Dollars in thousands)	Performing		Nonperforming		Total
June 30, 2016
Residential real estate and home equity	$	481,128	$	1,851	$	482,979
Consumer	155,533		688		156,221
Total	$	636,661	$	2,539	$	639,200

December 31, 2015
Residential real estate and home equity	$	462,236	$	1,893	$	464,129
Consumer	148,180		299		148,479
Total	$	610,416	$	2,192	$	612,608

The following table shows the recorded investment of loans and leases, segregated by class, with delinquency aging and nonaccrual status.


(Dollars in thousands)	Current		30-59 Days Past Due		60-89 Days Past Due		90 Days or More Past Due and Accruing		Total Accruing Loans		Nonaccrual		Total Financing Receivables		Current		30-59 Days Past Due		60-89 Days Past Due		90 Days or More Past Due and Accruing		Total Accruing Loans		Nonaccrual		Total Financing Receivables
March 31, 2016
June 30, 2016
Commercial and agricultural	$	744,858	$	131	$	41	$	—	$	745,030	$	3,994	$	749,024	$	755,391	$	175	$	16	$	—	$	755,582	$	3,593	$	759,175
Auto and light truck	428,216		173		14		—		428,403		52		428,455		457,190		336		13		—		457,539		47		457,586
Medium and heavy duty truck	272,917		—		—		—		272,917		—		272,917		273,674		—		—		—		273,674		—		273,674
Aircraft financing	772,547		5,894		1,385		—		779,826		4,018		783,844
Construction equipment financing	466,239		655		352		—		467,246		536		467,782
Aircraft															811,062		7,500		—		—		818,562		4,280		822,842
Construction equipment															482,657		1,028		—		—		483,685		669		484,354
Commercial real estate	714,408		391		—		—		714,799		1,811		716,610		713,651		554		—		—		714,205		1,727		715,932
Residential real estate and home equity	463,015		758		132		702		464,607		1,843		466,450		479,970		769		389		234		481,362		1,617		482,979
Consumer	145,623		442		73		27		146,165		728		146,893		155,129		356		48		42		155,575		646		156,221
Total	$	4,007,823	$	8,444	$	1,997	$	729	$	4,018,993	$	12,982	$	4,031,975	$	4,128,724	$	10,718	$	466	$	276	$	4,140,184	$	12,579	$	4,152,763

December 31, 2015
Commercial and agricultural	$	740,335	$	52	$	79	$	—	$	740,466	$	4,283	$	744,749	$	740,335	$	52	$	79	$	—	$	740,466	$	4,283	$	744,749
Auto and light truck	424,997		170		23		—		425,190		46		425,236		424,997		170		23		—		425,190		46		425,236
Medium and heavy duty truck	278,254		—		—		—		278,254		—		278,254		278,254		—		—		—		278,254		—		278,254
Aircraft financing	764,074		9,442		108		—		773,624		4,388		778,012
Construction equipment financing	454,993		33		—		—		455,026		539		455,565
Aircraft															764,074		9,442		108		—		773,624		4,388		778,012
Construction equipment															454,993		33		—		—		455,026		539		455,565
Commercial real estate	698,514		362		—		—		698,876		1,392		700,268		698,514		362		—		—		698,876		1,392		700,268
Residential real estate and home equity	460,771		1,038		427		71		462,307		1,822		464,129		460,771		1,038		427		71		462,307		1,822		464,129
Consumer	147,419		552		209		51		148,231		248		148,479		147,419		552		209		51		148,231		248		148,479
Total	$	3,969,357	$	11,649	$	846	$	122	$	3,981,974	$	12,718	$	3,994,692	$	3,969,357	$	11,649	$	846	$	122	$	3,981,974	$	12,718	$	3,994,692

The following table shows impaired loans and leases, segregated by class, and the corresponding reserve for impaired loan and lease losses.


(Dollars in thousands)	Recorded Investment		Unpaid Principal Balance		Related Reserve		Recorded Investment		Unpaid Principal Balance		Related Reserve
March 31, 2016
June 30, 2016
With no related reserve recorded:
Commercial and agricultural	$	941	$	941	$	—	$	743	$	743	$	—
Auto and light truck	—		—		—		—		—		—
Medium and heavy duty truck	—		—		—		—		—		—
Aircraft financing	2,884		2,884		—
Construction equipment financing	536		536		—
Aircraft							2,450		2,450		—
Construction equipment							577		577		—
Commercial real estate	8,192		8,192		—		1,541		1,541		—
Residential real estate and home equity	—		—		—		—		—		—
Consumer	—		—		—		—		—		—
Total with no related reserve recorded	12,553		12,553		—		5,311		5,311		—
With a reserve recorded:
Commercial and agricultural	2,708		2,708		485		2,441		2,441		463
Auto and light truck	—		—		—		—		—		—
Medium and heavy duty truck	—		—		—		—		—		—
Aircraft financing	1,134		1,134		1,134
Construction equipment financing	—		—		—
Aircraft							1,830		1,830		1,296
Construction equipment							—		—		—
Commercial real estate	327		327		—		—		—		—
Residential real estate and home equity	365		367		147		363		365		145
Consumer	—		—		—		—		—		—
Total with a reserve recorded	4,534		4,536		1,766		4,634		4,636		1,904
Total impaired loans	$	17,087	$	17,089	$	1,766	$	9,945	$	9,947	$	1,904

December 31, 2015
With no related reserve recorded:
Commercial and agricultural	$	1,016	$	1,016	$	—	$	1,016	$	1,016	$	—
Auto and light truck	—		—		—		—		—		—
Medium and heavy duty truck	—		—		—		—		—		—
Aircraft financing	4,384		4,384		—
Construction equipment financing	539		539		—
Aircraft							4,384		4,384		—
Construction equipment							539		539		—
Commercial real estate	8,494		8,494		—		8,494		8,494		—
Residential real estate and home equity	—		—		—		—		—		—
Consumer	—		—		—		—		—		—
Total with no related reserve recorded	14,433		14,433		—		14,433		14,433		—
With a reserve recorded:
Commercial and agricultural	2,884		2,884		649		2,884		2,884		649
Auto and light truck	—		—		—		—		—		—
Medium and heavy duty truck	—		—		—		—		—		—
Aircraft financing	—		—		—
Construction equipment financing	—		—		—
Aircraft							—		—		—
Construction equipment							—		—		—
Commercial real estate	—		—		—		—		—		—
Residential real estate and home equity	366		368		148		366		368		148
Consumer	—		—		—		—		—		—
Total with a reserve recorded	3,250		3,252		797		3,250		3,252		797
Total impaired loans	$	17,683	$	17,685	$	797	$	17,683	$	17,685	$	797

The following table shows average recorded investment and interest income recognized on impaired loans and leases, segregated by class.


	Three Months Ended March 31,								Three Months Ended June 30,								Six Months Ended June 30,
	2016				2015				2016				2015				2016				2015
(Dollars in thousands)	Average Recorded Investment		Interest Income		Average Recorded Investment		Interest Income		Average Recorded Investment		Interest Income		Average Recorded Investment		Interest Income		Average Recorded Investment		Interest Income		Average Recorded Investment		Interest Income
Commercial and agricultural	$	3,709	$	4	$	9,808	$	10	$	3,449	$	—	$	2,134	$	6	$	3,579	$	4	$	5,971	$	16
Auto and light truck	—		—		—		—		—		—		—		—		—		—		—		—
Medium and heavy duty truck	—		—		—		—		—		—		—		—		—		—		—		—
Aircraft financing	4,028		—		9,144		6
Construction equipment financing	880		—		739		—
Aircraft									4,341		—		7,269		—		4,184		—		8,207		6
Construction equipment									514		—		731		—		697		—		735		—
Commercial real estate	8,402		123		11,904		142		6,100		—		10,735		142		7,251		123		11,319		284
Residential real estate and home equity	365		4		373		4		364		4		371		4		365		8		372		8
Consumer	—		—		—		—		—		—		—		—		—		—		—		—
Total	$	17,384	$	131	$	31,968	$	162	$	14,768	$	4	$	21,240	$	152	$	16,076	$	135	$	26,604	$	314

There were no loan and lease modifications classified as troubled debt restructurings (TDR) during the three and six months ended ~~March 31,~~June 30, 2016 and 2015. The classification between nonperforming and performing is determined at the time of modification. Modification programs focus on extending maturity dates or modifying payment patterns with most TDRs experiencing a combination of concessions. Modifications do not result in the contractual forgiveness of principal or interest.

There were no TDRs which had payment defaults within the twelve months following modification during the three and six months ended ~~March 31,~~June 30, 2016 and 2015. Default occurs when a loan or lease is 90 days or more past due under the modified terms or transferred to nonaccrual.

The following table shows the recorded investment of loans and leases classified as troubled debt restructurings as of ~~March 31,~~June 30, 2016 and December 31, 2015.


(Dollars in thousands)	March 31, 2016		December 31, 2015		June 30, 2016		December 31, 2015
Performing TDRs	$	7,383	$	7,437	$	363	$	7,437
Nonperforming TDRs	1,882		1,926		1,844		1,926
Total TDRs	$	9,265	$	9,363	$	2,207	$	9,363

Note 5. Reserve for Loan and Lease Losses

The reserve for loan and lease loss methodology has been consistently applied for several years, with enhancements instituted periodically. Reserve ratios are reviewed quarterly and revised periodically to reflect recent loss history and to incorporate current risks and trends which may not be recognized in historical data. As the historical charge-off analysis is updated, the Company reviews the look-back periods for each business loan portfolio. Furthermore, a thorough analysis of charge-offs, non-performing asset levels, special attention outstandings and delinquency is performed in order to review portfolio trends and other factors, including specific industry risks and economic conditions, which may have an impact on the reserves and reserve ratios applied to various portfolios. The Company adjusts the calculated historical based ratio as a result of the analysis of environmental factors, principally economic risk and concentration risk. Key economic factors affecting the portfolios are growth in gross domestic product, unemployment rates, housing market trends, commodity prices, inflation and global economic and political issues. Concentration risk is impacted primarily by geographic concentration in Northern Indiana and Southwestern Lower Michigan in the business banking and commercial real estate portfolios and by collateral concentration in the specialty finance portfolios and exposure to foreign markets by geographic risk.

The reserve for loan and lease losses is maintained at a level believed to be appropriate by the Company to absorb probable losses inherent in the loan and lease portfolio. The determination of the reserve requires significant judgment reflecting the Company’s best estimate of probable loan and lease losses related to specifically identified impaired loans and leases as well as probable losses in the remainder of the various loan and lease portfolios. For purposes of determining the reserve, the Company has segmented loans and leases into classes based on the associated risk within these segments. The Company has determined that eight classes exist within the loan and lease portfolio. The methodology for assessing the appropriateness of the reserve consists of several key elements, which include: specific reserves for impaired loans, formula reserves for each business lending division portfolio including percentage allocations for special attention loans and leases not deemed impaired, and reserves for pooled homogeneous loans and leases. The Company’s evaluation is based upon a continuing review of these portfolios, estimates of customer performance, collateral values and dispositions, and assessments of economic and geopolitical events, all of which are subject to judgment and will change.

The following table shows the changes in the reserve for loan and lease losses, segregated by class, for the three months ended ~~March 31,~~June 30, 2016 and 2015.



(Dollars in thousands)	Commercial and agricultural loans			Auto and light truck			Medium and heavy duty truck			Aircraft financing			Construction equipment financing			Commercial real estate			Residential real estate and home equity		Consumer loans		Total			Commercial and agricultural			Auto and light truck			Medium and heavy duty truck			Aircraft			Construction equipment			Commercial real estate			Residential real estate and home equity			Consumer			Total
March 31, 2016
June 30, 2016
Balance, beginning of period	$	15,456		$	9,269		$	4,699		$	32,373		$	7,592		$	13,762		$	3,382	$	1,579	$	88,112		$	14,735		$	9,582		$	4,511		$	34,240		$	7,462		$	13,835		$	3,379		$	1,552		$	89,296
Charge-offs	200			3			—			—			92			1			23		245		564			16			—			—			—			—			—			58			257			331
Recoveries	91			62			8			138			78			305			2		89		773			109			64			2			89			70			34			4			72			444
Net charge-offs (recoveries)	109			(59		)	(8		)	(138		)	14			(304		)	21		156		(209		)	(93		)	(64		)	(2		)	(89		)	(70		)	(34		)	54			185			(113		)
Provision (recovery of provision)	(612		)	254			(196		)	1,729			(116		)	(231		)	18		129		975			7			2,021			(163		)	332			(20		)	(407		)	52			227			2,049
Balance, end of period	$	14,735		$	9,582		$	4,511		$	34,240		$	7,462		$	13,835		$	3,379	$	1,552	$	89,296		$	14,835		$	11,667		$	4,350		$	34,661		$	7,512		$	13,462		$	3,377		$	1,594		$	91,458

March 31, 2015
June 30, 2015
Balance, beginning of period	$	11,760		$	10,326		$	4,500		$	32,234		$	7,008		$	13,270		$	4,102	$	1,868	$	85,068		$	11,620		$	10,793		$	4,364		$	31,301		$	7,740		$	13,186		$	4,115		$	1,979		$	85,098
Charge-offs	943			22			—			49			—			—			40		147		1,201			22			—			—			—			—			—			25			173			220
Recoveries	478			60			3			44			122			97			2		68		874			86			191			2			398			123			38			5			56			899
Net charge-offs (recoveries)	465			(38		)	(3		)	5			(122		)	(97		)	38		79		327			(64		)	(191		)	(2		)	(398		)	(123		)	(38		)	20			117			(679		)
Provision (recovery of provision)	325			429			(139		)	(928		)	610			(181		)	51		190		357			181			461			(33		)	1,141			(56		)	2			(651		)	(234		)	811
Balance, end of period	$	11,620		$	10,793		$	4,364		$	31,301		$	7,740		$	13,186		$	4,115	$	1,979	$	85,098		$	11,865		$	11,445		$	4,333		$	32,840		$	7,807		$	13,226		$	3,444		$	1,628		$	86,588

The following table shows the changes in the reserve for loan and lease losses, segregated by class, for the six months ended June 30, 2016 and 2015.



(Dollars in thousands)	Commercial and agricultural loans			Auto and light truck			Medium and heavy duty truck			Aircraft				Construction equipment			Commercial real estate			Residential real estate and home equity			Consumer loans			Total
June 30, 2016													��
Balance, beginning of period	$	15,456		$	9,269		$	4,699		$	32,373			$	7,592		$	13,762		$	3,382		$	1,579		$	88,112
Charge-offs	216			3			—			—				92			1			81			502			895
Recoveries	200			126			10			227				148			339			6			161			1,217
Net charge-offs (recoveries)	16			(123		)	(10		)	(227		)		(56		)	(338		)	75			341			(322		)
Provision (recovery of provision)	(605		)	2,275			(359		)	2,061				(136		)	(638		)	70			356			3,024
Balance, end of period	$	14,835		$	11,667		$	4,350		$	34,661			$	7,512		$	13,462		$	3,377		$	1,594		$	91,458

June 30, 2015
Balance, beginning of period	$	11,760		$	10,326		$	4,500		$	32,234			$	7,008		$	13,270		$	4,102		$	1,868		$	85,068
Charge-offs	965			22			—			49				—			—			65			320			1,421
Recoveries	564			251			5			442				245			135			7			124			1,773
Net charge-offs (recoveries)	401			(229		)	(5		)	(393		)		(245		)	(135		)	58			196			(352		)
Provision (recovery of provision)	506			890			(172		)	213				554			(179		)	(600		)	(44		)	1,168
Balance, end of period	$	11,865		$	11,445		$	4,333		$	32,840			$	7,807		$	13,226		$	3,444		$	1,628		$	86,588

The following table shows the reserve for loan and lease losses and recorded investment in loans and leases, segregated by class, separated between individually and collectively evaluated for impairment as of ~~March 31,~~June 30, 2016 and December 31, 2015.


(Dollars in thousands)	Commercial and agricultural loans		Auto and light truck		Medium and heavy duty truck		Aircraft financing		Construction equipment financing		Commercial real estate		Residential real estate and home equity		Consumer loans		Total		Commercial and agricultural loans		Auto and light truck		Medium and heavy duty truck		Aircraft		Construction equipment		Commercial real estate		Residential real estate and home equity		Consumer loans		Total
March 31, 2016
June 30, 2016
Reserve for loan and lease losses
Ending balance, individually evaluated for impairment	$	485	$	—	$	—	$	1,134	$	—	$	—	$	147	$	—	$	1,766	$	463	$	—	$	—	$	1,296	$	—	$	—	$	145	$	—	$	1,904
Ending balance, collectively evaluated for impairment	14,250		9,582		4,511		33,106		7,462		13,835		3,232		1,552		87,530		14,372		11,667		4,350		33,365		7,512		13,462		3,232		1,594		89,554
Total reserve for loan and lease losses	$	14,735	$	9,582	$	4,511	$	34,240	$	7,462	$	13,835	$	3,379	$	1,552	$	89,296	$	14,835	$	11,667	$	4,350	$	34,661	$	7,512	$	13,462	$	3,377	$	1,594	$	91,458

Recorded investment in loans
Ending balance, individually evaluated for impairment	$	3,649	$	—	$	—	$	4,018	$	536	$	8,519	$	365	$	—	$	17,087	$	3,184	$	—	$	—	$	4,280	$	577	$	1,541	$	363	$	—	$	9,945
Ending balance, collectively evaluated for impairment	745,375		428,455		272,917		779,826		467,246		708,091		466,085		146,893		4,014,888		755,991		457,586		273,674		818,562		483,777		714,391		482,616		156,221		4,142,818
Total recorded investment in loans	$	749,024	$	428,455	$	272,917	$	783,844	$	467,782	$	716,610	$	466,450	$	146,893	$	4,031,975	$	759,175	$	457,586	$	273,674	$	822,842	$	484,354	$	715,932	$	482,979	$	156,221	$	4,152,763

December 31, 2015
Reserve for loan and lease losses
Ending balance, individually evaluated for impairment	$	649	$	—	$	—	$	—	$	—	$	—	$	148	$	—	$	797	$	649	$	—	$	—	$	—	$	—	$	—	$	148	$	—	$	797
Ending balance, collectively evaluated for impairment	14,807		9,269		4,699		32,373		7,592		13,762		3,234		1,579		87,315		14,807		9,269		4,699		32,373		7,592		13,762		3,234		1,579		87,315
Total reserve for loan and lease losses	$	15,456	$	9,269	$	4,699	$	32,373	$	7,592	$	13,762	$	3,382	$	1,579	$	88,112	$	15,456	$	9,269	$	4,699	$	32,373	$	7,592	$	13,762	$	3,382	$	1,579	$	88,112

Recorded investment in loans
Ending balance, individually evaluated for impairment	$	3,900	$	—	$	—	$	4,384	$	539	$	8,494	$	366	$	—	$	17,683	$	3,900	$	—	$	—	$	4,384	$	539	$	8,494	$	366	$	—	$	17,683
Ending balance, collectively evaluated for impairment	740,849		425,236		278,254		773,628		455,026		691,774		463,763		148,479		3,977,009		740,849		425,236		278,254		773,628		455,026		691,774		463,763		148,479		3,977,009
Total recorded investment in loans	$	744,749	$	425,236	$	278,254	$	778,012	$	455,565	$	700,268	$	464,129	$	148,479	$	3,994,692	$	744,749	$	425,236	$	278,254	$	778,012	$	455,565	$	700,268	$	464,129	$	148,479	$	3,994,692

Note 6. Mortgage Servicing Rights

The Company recognizes the rights to service residential mortgage loans for others as separate assets, whether the servicing rights are acquired through a separate purchase or through the sale of originated loans with servicing rights retained. The Company allocates a portion of the total proceeds of a mortgage loan to servicing rights based on the relative fair value. The unpaid principal balance of residential mortgage loans serviced for third parties was ~~$788.59~~$774.00 million and $798.51 million at ~~March 31,~~June 30, 2016 and December 31, 2015, respectively.

Mortgage servicing rights (MSRs) are evaluated for impairment at each reporting date. For purposes of impairment measurement, MSRs are stratified based on the predominant risk characteristics of the underlying servicing, principally by loan type. If temporary impairment exists within a tranche, a valuation allowance is established through a charge to income equal to the amount by which the carrying value exceeds the fair value. If it is later determined all or a portion of the temporary impairment no longer exists for a particular tranche, the valuation allowance is reduced through a recovery of income.

The following table shows changes in the carrying value of MSRs and the associated valuation allowance.


	Three Months Ended March 31,						Three Months Ended June 30,						Six Months Ended June 30,
(Dollars in thousands)	2016			2015			2016			2015			2016			2015
Mortgage servicing rights:
Balance at beginning of period	$	4,608		$	4,733		$	4,481		$	4,590		$	4,608		$	4,733
Additions	205			250			242			456			447			706
Amortization	(332		)	(393		)	(384		)	(385		)	(716		)	(778		)
Sales	—			—			—			—			—			—
Carrying value before valuation allowance at end of period	4,481			4,590			4,339			4,661			4,339			4,661
Valuation allowance:
Balance at beginning of period	—			—			—			—			—			—
Impairment recoveries	—			—			—			—			—			—
Balance at end of period	$	—		$	—		$	—		$	—		$	—		$	—
Net carrying value of mortgage servicing rights at end of period	$	4,481		$	4,590		$	4,339		$	4,661		$	4,339		$	4,661
Fair value of mortgage servicing rights at end of period	$	6,353		$	6,654		$	5,553		$	7,342		$	5,553		$	7,342

At ~~March 31,~~June 30, 2016 and 2015, the fair value of MSRs exceeded the carrying value reported in the Statements of Financial Condition by ~~$1.87~~$1.21 million and ~~$2.06~~$2.68 million, respectively. This difference represents increases in the fair value of certain MSRs that could not be recorded above cost basis.

Mortgage loan contractual servicing fees, including late fees and ancillary income, were ~~$0.70~~$0.66 million and ~~$0.72~~$0.71 million for the three months ended ~~March 31,~~June 30, 2016 and 2015, respectively. Mortgage loan contractual servicing fees, including late fees and ancillary income, were $1.36 million and $1.43 million for the six months ended June 30, 2016 and 2015, respectively. Mortgage loan contractual servicing fees are included in Mortgage Banking ~~Income~~ on the Statements of Income.

Note 7. Commitments and Financial Instruments with Off-Balance-Sheet Risk

1st Source and its subsidiaries are parties to financial instruments with off-balance-sheet risk in the normal course of business. These off-balance-sheet financial instruments include commitments to originate and sell loans and standby letters of credit. The instruments involve, to varying degrees, elements of credit and interest rate risk in excess of the amount recognized in the Statements of Financial Condition. The exposure to credit loss in the event of nonperformance by the other party to the financial instruments for loan commitments and standby letters of credit is represented by the dollar amount of those instruments. The Company uses the same credit policies and collateral requirements in making commitments and conditional obligations as it does for on-balance-sheet instruments.

The following table shows financial instruments whose contract amounts represent credit risk.


(Dollars in thousands)	March 31, 2016		December 31, 2015		June 30, 2016		December 31, 2015
Amounts of commitments:
Loan commitments to extend credit	$	853,202	$	829,509	$	870,773	$	829,509
Standby letters of credit	$	39,563	$	37,984	$	37,191	$	37,984
Commercial and similar letters of credit	$	611	$	741	$	606	$	741

1st Source Bank (Bank), a subsidiary of 1st Source Corporation, grants mortgage loan commitments to borrowers, subject to normal loan underwriting standards. The interest rate risk associated with these loan commitments is managed by entering into contracts for future deliveries of loans. Loan 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 issues standby letters of credit which are conditional commitments that guarantee the performance of a client to a third party. The credit risk involved in and collateral obtained when issuing standby letters of credit is essentially the same as that involved in extending loan commitments to clients. Standby letters of credit generally have terms ranging from six months to one year.

Commercial letters of credit are issued specifically to facilitate commerce and typically result in the commitment being drawn on when the underlying transaction is consummated between the customer and the third party. Commercial letters of credit generally have terms ranging from three months to six months.

The Bank has made investments directly in low income housing tax credit (LIHTC) operating partnerships formed by third parties. As a limited partner in these operating partnerships, we are allocated credits and deductions associated with the underlying properties. The Bank has determined that it is not the primary beneficiary of these investments because the general partners have the power to direct the activities that most significantly influence the economic performance of their respective partnerships. At ~~March 31,~~June 30, 2016 and December 31, 2015, investment balances, including all legally binding commitments to fund future investments totaled ~~$9.45~~$9.14 million and $9.62 million, respectively. In addition, the Bank had a liability for all legally binding unfunded commitments of $3.35 million and $3.64 million at ~~March 31,~~June 30, 2016 and December 31, ~~2015.~~2015, respectively.

Note 8. Derivative Financial Instruments

Commitments to originate residential mortgage loans held for sale and forward commitments to sell residential mortgage loans are considered derivative instruments. See Note 7 for further information.

The Company has certain interest rate derivative positions that are not designated as hedging instruments. Derivative assets and liabilities are recorded at fair value on the balance sheet and do take into account the effects of master netting agreements. Master netting agreements allow the Company to settle all derivative contracts held with a single counterparty on a net basis, and to offset net derivative positions with related collateral, where applicable. These derivative positions relate to transactions in which the Company enters into an interest rate swap with a client while at the same time entering into an offsetting interest rate swap with another financial institution. In connection with each transaction, the Company agrees to pay interest to the client on a notional amount at a variable interest rate and receive interest from the client on the same notional amount at a fixed interest rate. At the same time, the Company agrees to pay another financial institution the same fixed interest rate on the same notional amount and receive the same variable interest rate on the same notional amount. The transaction allows the client to effectively convert a variable rate loan to a fixed rate. Because the terms of the swaps with the customers and the other financial institutions offset each other, with the only difference being counterparty credit risk, changes in the fair value of the underlying derivative contracts are not materially different and do not significantly impact the Company’s results of operations.

The following table shows the amounts of non-hedging derivative financial instruments.


			Asset derivatives			Liability derivatives					Asset derivatives			Liability derivatives
(Dollars in thousands)	Notional or contractual amount		Statement of Financial Condition classification	Fair value		Statement of Financial Condition classification	Fair value		Notional or contractual amount		Statement of Financial Condition classification	Fair value		Statement of Financial Condition classification	Fair value
March 31, 2016
June 30, 2016
Interest rate swap contracts	$	565,265	Other assets	$	14,766	Other liabilities	$	15,045	$	562,698	Other assets	$	17,012	Other liabilities	$	17,334
Loan commitments	11,941		Mortgages held for sale	95		N/A	—		13,349		Mortgages held for sale	168		N/A	—
Forward contracts - mortgage loan	17,450		N/A	—		Mortgages held for sale	132		25,078		N/A	—		Mortgages held for sale	307
Total	$	594,656		$	14,861		$	15,177	$	601,125		$	17,180		$	17,641

December 31, 2015
Interest rate swap contracts	$	554,083	Other assets	$	9,859	Other liabilities	$	10,044	$	554,083	Other assets	$	9,859	Other liabilities	$	10,044
Loan commitments	12,440		Mortgages held for sale	47		N/A	—		12,440		Mortgages held for sale	47		N/A	—
Forward contracts - mortgage loan	16,416		Mortgages held for sale	13		N/A	—		16,416		Mortgages held for sale	13		N/A	—
Total	$	582,939		$	9,919		$	10,044	$	582,939		$	9,919		$	10,044

The following table shows the amounts included in the Statements of Income for non-hedging derivative financial instruments.


		Gain (loss)							Gain (loss)
		Three Months Ended March 31,							Three Months Ended June 30,						Six Months Ended June 30,
(Dollars in thousands)	Statement of Income classification	2016			2015			Statement of Income classification	2016			2015			2016			2015
Interest rate swap contracts	Other expense	$	(93	)	$	(19	)	Other expense	$	(43	)	$	41		$	(136	)	$	22
Interest rate swap contracts	Other income	204			76			Other income	110			221			314			297
Loan commitments	Mortgage banking income	48			139			Mortgage banking	73			(52		)	121			87
Forward contracts - mortgage loan	Mortgage banking income	(145		)	(26		)	Mortgage banking	(175		)	372			(320		)	346
Total		$	14		$	170			$	(35	)	$	582		$	(21	)	$	752

The following table shows the offsetting of financial assets and derivative assets.


							Gross Amounts Not Offset in the Statement of Financial Condition												Gross Amounts Not Offset in the Statement of Financial Condition
(Dollars in thousands)	Gross Amounts of Recognized Assets		Gross Amounts Offset in the Statement of Financial Condition		Net Amounts of Assets Presented in the Statement of Financial Condition		Financial Instruments		Cash Collateral Received		Net Amount		Gross Amounts of Recognized Assets		Gross Amounts Offset in the Statement of Financial Condition		Net Amounts of Assets Presented in the Statement of Financial Condition		Financial Instruments		Cash Collateral Received		Net Amount
March 31, 2016
June 30, 2016
Interest rate swaps	$	14,981	$	215	$	14,766	$	—	$	—	$	14,766	$	17,245	$	233	$	17,012	$	—	$	—	$	17,012

December 31, 2015
Interest rate swaps	$	10,016	$	157	$	9,859	$	—	$	—	$	9,859	$	10,016	$	157	$	9,859	$	—	$	—	$	9,859

The following table shows the offsetting of financial liabilities and derivative liabilities.

Gross Amounts Not Offset in the Statement of Financial Condition
(Dollars in thousands) Gross Amounts of Recognized Liabilities Gross Amounts Offset in the Statement of Financial Condition Net Amounts of Liabilities Presented in the Statement of Financial Condition Financial Instruments Cash Collateral Pledged Net Amount
March 31, 2016

Interest rate swaps $ 15,260
$ 215
$ 15,045
$ —
$ 14,299
$ 746
Repurchase agreements 169,820
—
169,820
169,820
—
—
Total $ 185,080
$ 215
$ 184,865
$ 169,820
$ 14,299
$ 746

December 31, 2015

Interest rate swaps $ 10,201
$ 157
$ 10,044
$ —
$ 9,833
$ 211
Repurchase agreements 130,662
—
130,662
130,662
—
—
Total $ 140,863
$ 157
$ 140,706
$ 130,662
$ 9,833
$ 211



							Gross Amounts Not Offset in the Statement of Financial Condition
(Dollars in thousands)	Gross Amounts of Recognized Liabilities		Gross Amounts Offset in the Statement of Financial Condition		Net Amounts of Liabilities Presented in the Statement of Financial Condition		Financial Instruments		Cash Collateral Pledged		Net Amount
June 30, 2016
Interest rate swaps	$	17,567	$	233	$	17,334	$	—	$	17,334	$	—
Repurchase agreements	161,826		—		161,826		161,826		—		—
Total	$	179,393	$	233	$	179,160	$	161,826	$	17,334	$	—

December 31, 2015
Interest rate swaps	$	10,201	$	157	$	10,044	$	—	$	9,833	$	211
Repurchase agreements	130,662		—		130,662		130,662		—		—
Total	$	140,863	$	157	$	140,706	$	130,662	$	9,833	$	211

If a default in performance of any obligation of a repurchase agreement occurs, each party will set-off property held in respect of transactions against obligations owing in respect of any other transactions. At ~~March 31,~~June 30, 2016 and December 31, 2015, repurchase agreements had a remaining contractual maturity of ~~$168.04~~$160.05 million and $128.88 million in overnight ~~$1.48~~and $1.78 million and $1.78 million in up to 30 ~~days and $0.30 million and $0.00 million in greater than 90~~ days, respectively and were collateralized by U.S. Treasury and Federal agencies securities.

Note 9. Earnings Per Share

Earnings per common share is computed using the two-class method. Basic earnings per common share is computed by dividing net income available to common shareholders by the weighted-average number of common shares outstanding during the applicable period, excluding outstanding participating securities. Participating securities include non-vested restricted stock awards. Non-vested restricted stock awards are considered participating securities to the extent the holders of these securities receive non-forfeitable dividends at the same rate as holders of common stock. Diluted earnings per common share is computed using the weighted-average number of shares determined for the basic earnings per common share computation plus the dilutive effect of stock compensation using the treasury stock method.

Stock options, where the exercise price was greater than the average market price of the common shares, were excluded from the computation of diluted earnings per common share because the result would have been antidilutive. There were no stock options outstanding as of ~~March 31,~~June 30, 2016 and 2015.

The following table presents a reconciliation of the number of shares used in the calculation of basic and diluted earnings per common share.


	Three Months Ended March 31,				Three Months Ended June 30,				Six Months Ended June 30,
(Dollars in thousands - except per share amounts)	2016		2015		2016		2015		2016		2015
Distributed earnings allocated to common stock	$	4,686	$	4,296	$	4,653	$	4,293	$	9,339	$	8,589
Undistributed earnings allocated to common stock	9,017		9,063		9,728		11,186		18,745		20,249
Net earnings allocated to common stock	13,703		13,359		14,381		15,479		28,084		28,838
Net earnings allocated to participating securities	115		152		98		151		213		303
Net income allocated to common stock and participating securities	$	13,818	$	13,511	$	14,479	$	15,630	$	28,297	$	29,141

Weighted average shares outstanding for basic earnings per common share*	25,923,530		26,258,273		25,853,537		26,212,999		25,888,534		26,235,511
Dilutive effect of stock compensation	—		—		—		—		—		—
Weighted average shares outstanding for diluted earnings per common share*	25,923,530		26,258,273		25,853,537		26,212,999		25,888,534		26,235,511

Basic earnings per common share*	$	0.53	$	0.51	$	0.56	$	0.59	$	1.08	$	1.10
Diluted earnings per common share*	$	0.53	$	0.51	$	0.56	$	0.59	$	1.08	$	1.10

*Three and six months ended ~~March 31,~~June 30, 2015 outstanding shares and per common share figures have been adjusted for a 10% stock dividend declared July 22, 2015 and issued on August 14, 2015.

Note 10. Stock Based Compensation

As of ~~March 31,~~June 30, 2016, the Company had four active stock-based employee compensation plans, which are more fully described in Note 16 of the Consolidated Financial Statements in 1st Source’s Annual Report on Form 10-K for the year ended December 31, 2015. These plans include three executive stock award plans, the Executive Incentive Plan, the Restricted Stock Award Plan, the Strategic Deployment Incentive Plan; and the Employee Stock Purchase Plan. The 2011 Stock Option Plan was approved by the shareholders on April 21, 2011 but the Company had not made any grants through ~~March 31,~~June 30, 2016.

Stock-based compensation expense for all stock-based compensation awards granted is based on the grant-date fair value. For all awards except stock option awards, the grant date fair value is either the fair market value per share or book value per share (corresponding to the type of stock awarded) as of the grant date. For stock option awards, the grant date fair value is estimated using the Black-Scholes option pricing model. For all awards the Company recognizes these compensation costs only for those shares expected to vest on a straight-line basis over the requisite service period of the award, for which the Company uses the related vesting term. The Company estimates forfeiture rates based on historical employee option exercise and employee termination experience. The Company has identified separate groups of award recipients that exhibit similar option exercise behavior and employee termination experience and have considered them as separate groups in the valuation models and expense estimates.

The stock-based compensation expense recognized in the Statements of Income for the three and six months ended ~~March 31,~~June 30, 2016 and 2015 was based on awards ultimately expected to vest, and accordingly has been adjusted by the amount of estimated forfeitures. GAAP requires forfeitures to be estimated at the time of grant and revised, if necessary, in subsequent periods if actual forfeitures differ from those estimates. Forfeitures were estimated based partially on historical experience.

Total fair value of options vested and expensed was zero for the ~~three~~six months ended ~~March 31,~~June 30, 2016 and 2015. As of ~~March 31,~~June 30, 2016 and 2015 there were no outstanding stock options. There were no stock options exercised during the ~~three~~six months ended ~~March 31,~~June 30, 2016 and 2015. All shares issued in connection with stock option exercises are issued from available treasury stock.

As of ~~March 31,~~June 30, 2016, there was ~~$6.06~~$5.39 million of total unrecognized compensation cost related to non-vested share-based compensation arrangements. That cost is expected to be recognized over a weighted-average period of ~~3.51~~3.31 years.

Note 11. Accumulated Other Comprehensive Income

The following table presents reclassifications out of accumulated other comprehensive income related to unrealized gains and losses on available-for-sale securities.


	Three Months Ended March 31,					Affected Line Item in the Statements of Income	Three Months Ended June 30,						Six Months Ended June 30,						Affected Line Item in the Statements of Income
(Dollars in thousands)	2016			2015		Affected Line Item in the Statements of Income	2016			2015			2016			2015			Affected Line Item in the Statements of Income
Realized gains included in net income	$	10		$	—	Gains on investment securities available-for-sale
Realized (losses) gains included in net income							$	(209	)	$	4		$	(199	)	$	4		(Losses) gains on investment securities available-for-sale
	10			—		Income before income taxes	(209		)	4			(199		)	4			Income before income taxes
Tax effect	(4		)	—		Income tax expense	78			(2		)	75			(2		)	Income tax expense
Net of tax	$	6		$	—	Net income	$	(131	)	$	2		$	(124	)	$	2		Net income

Note 12. Income Taxes

The total amount of unrecognized tax benefits that would affect the effective tax rate if recognized was ~~$0.32~~$0.37 million at ~~March 31,~~June 30, 2016 and $0.25 million at December 31, 2015. Interest and penalties were recognized through the income tax provision. For the ~~three~~six months ended ~~March 31,~~June 30, 2016 and 2015, the Company recognized no$0.04 million and $0.00 million in interest or penalties, respectively. There were no$0.04 million and $0.00 million in accrued interest and penalties at ~~March 31,~~June 30, 2016 and December 31, 2015, respectively.

Tax years that remain open and subject to audit include the federal 2012-2015 years and the Indiana 2013-2015 years. The Company does not anticipate a significant change in the amount of uncertain tax positions within the next 12 months.

Note 13. Fair Value Measurements

The Company records certain assets and liabilities at fair value. Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. Fair value measurements are also utilized to determine the initial value of certain assets and liabilities, to perform impairment assessments, and for disclosure purposes. The Company uses quoted market prices and observable inputs to the maximum extent possible when measuring fair value. In the absence of quoted market prices, various valuation techniques are utilized to measure fair value. When possible, observable market data for identical or similar financial instruments is used in the valuation. When market data is not available, fair value is determined using valuation models that incorporate management’s estimates of the assumptions a market participant would use in pricing the asset or liability.

Fair value measurements are classified within one of three levels based on the observability of the inputs used to determine fair value, as follows:

Level 1 — The valuation is based on quoted prices in active markets for identical instruments.

Level 2 — The valuation is based on observable inputs such as quoted prices for similar instruments in active markets, quoted prices for identical or similar instruments in markets that are not active, and model-based valuation techniques for which all significant assumptions are observable in the market.

Level 3 — The valuation is based on unobservable inputs that are supported by minimal or no market activity and that are significant to the fair value of the instrument. Level 3 valuations are typically performed using pricing models, discounted cash flow methodologies, or similar techniques that incorporate management’s own estimates of assumptions that market participants would use in pricing the instrument, or valuations that require significant management judgment or estimation.

A financial instrument’s level within the fair value hierarchy is based on the lowest level of input that is significant to the fair value measurement.

The Company elected fair value accounting for mortgages held for sale. The Company believes the election for mortgages held for sale (which are economically hedged with free standing derivatives) will reduce certain timing differences and better match changes in the value of these assets with changes in the value of derivatives used as economic hedges for these assets. At ~~March 31,~~June 30, 2016 and December 31, 2015, all mortgages held for sale were carried at fair value.

The following table shows the differences between the fair value carrying amount of mortgages held for sale measured at fair value and the aggregate unpaid principal amount the Company is contractually entitled to receive at maturity.


(Dollars in thousands)	Fair value carrying amount		Aggregate unpaid principal		Excess of fair value carrying amount over (under) unpaid principal			Fair value carrying amount		Aggregate unpaid principal		Excess of fair value carrying amount over (under) unpaid principal
March 31, 2016
June 30, 2016
Mortgages held for sale reported at fair value	$	11,999	$	11,826	$	173	(1)	$	15,924	$	15,671	$	253	(1)

December 31, 2015
Mortgages held for sale reported at fair value	$	9,825	$	9,691	$	134	(1)	$	9,825	$	9,691	$	134	(1)


(1)	The excess of fair value carrying amount over (under) unpaid principal is included in mortgage banking income and includes changes in fair value at and subsequent to funding and gains and losses on the related loan commitment prior to funding.

Financial Instruments on Recurring Basis:

The following is a description of the valuation methodologies used for financial instruments measured at fair value on a recurring basis:

Investment securities available for sale are valued primarily by a third party pricing agent. Prices supplied by the independent pricing agent, as well as their pricing methodologies and assumptions, are reviewed by the Company for reasonableness and to ensure such prices are aligned with market levels. In general, the Company’s investment securities do not possess a complex structure that could introduce greater valuation risk. The portfolio mainly consists of traditional investments including U.S. Treasury and Federal agencies securities, federal agency mortgage pass-through securities, and general obligation and revenue municipal bonds. Pricing for such instruments is fairly generic and is easily obtained. On a quarterly basis, prices supplied by the pricing agent are validated by comparison to prices obtained from other third party sources for a material portion of the portfolio.

The valuation policy and procedures for Level 3 fair value measurements of available for sale debt securities are decided through collaboration between management of the Corporate Accounting and Funds Management departments. The changes in fair value measurement for Level 3 securities are analyzed on a periodic basis under a collaborative framework with the aforementioned departments. The methodology and variables used for input are derived from the combination of observable and unobservable inputs. The unobservable inputs are determined through internal assumptions that may vary from period to period due to external factors, such as market movement and credit rating adjustments.

Both the market and income valuation approaches are implemented using the following types of inputs:

U.S. treasuries are priced using the market approach and utilizing live data feeds from active market exchanges for identical securities.

Government-sponsored agency debt securities and corporate bonds are primarily priced using available market information through processes such as benchmark curves, market valuations of like securities, sector groupings and matrix pricing.

Other government-sponsored agency securities, mortgage-backed securities and some of the actively traded REMICs and CMOs, are primarily priced using available market information including benchmark yields, prepayment speeds, spreads and volatility of similar securities.

Other inactive government-sponsored agency securities are primarily priced using consensus pricing and dealer quotes.

State and political subdivisions are largely grouped by characteristics, i.e., geographical data and source of revenue in trade dissemination systems. Since some securities are not traded daily and due to other grouping limitations, active market quotes are often obtained using benchmarking for like securities. Local direct placement municipal securities, with very little market activity, are priced using an appropriate market yield curve, which includes a credit spread assumption.

Marketable equity (common) securities are primarily priced using the market approach and utilizing live data feeds from active market exchanges for identical securities.

Mortgages held for sale and the related loan commitments and forward contracts (hedges) are valued using a market value approach and utilizing an appropriate current market yield and a loan commitment closing rate based on historical analysis.

Interest rate swap positions, both assets and liabilities, are valued by a third party pricing agent using an income approach and utilizing models that use as their basis readily observable market parameters. This valuation process considers various factors including interest rate yield curves, time value and volatility factors. Validation of third party agent valuations is accomplished by comparing those values to the Company’s swap counterparty valuations. Management believes an adjustment is required to “mid-market” valuations for derivatives tied to its performing loan portfolio to recognize the imprecision and related exposure inherent in the process of estimating expected credit losses as well as velocity of deterioration evident with systemic risks embedded in these portfolios.

The following table shows the balance of assets and liabilities measured at fair value on a recurring basis.


(Dollars in thousands)	Level 1		Level 2		Level 3		Total		Level 1		Level 2		Level 3		Total
March 31, 2016
June 30, 2016
Assets:
Investment securities available-for-sale:
U.S. Treasury and Federal agencies securities	$	19,998	$	374,072	$	—	$	394,070	$	20,044	$	380,087	$	—	$	400,131
U.S. States and political subdivisions securities	—		119,499		4,810		124,309		—		124,557		4,661		129,218
Mortgage-backed securities — Federal agencies	—		240,923		—		240,923		—		244,539		—		244,539
Corporate debt securities	—		34,575		—		34,575		—		32,430		—		32,430
Foreign government and other securities	—		—		809		809		—		—		810		810
Total debt securities	19,998		769,069		5,619		794,686		20,044		781,613		5,471		807,128
Marketable equity securities	7,264		—		—		7,264		7,130		—		—		7,130
Total investment securities available-for-sale	27,262		769,069		5,619		801,950		27,174		781,613		5,471		814,258
Mortgages held for sale	—		11,999		—		11,999		—		15,924		—		15,924
Accrued income and other assets (interest rate swap agreements)	—		14,766		—		14,766		—		17,012		—		17,012
Total	$	27,262	$	795,834	$	5,619	$	828,715	$	27,174	$	814,549	$	5,471	$	847,194

Liabilities:
Accrued expenses and other liabilities (interest rate swap agreements)	$	—	$	15,045	$	—	$	15,045	$	—	$	17,334	$	—	$	17,334
Total	$	—	$	15,045	$	—	$	15,045	$	—	$	17,334	$	—	$	17,334

December 31, 2015
Assets:
Investment securities available-for-sale:
U.S. Treasury and Federal agencies securities	$	19,879	$	369,790	$	—	$	389,669	$	19,879	$	369,790	$	—	$	389,669
U.S. States and political subdivisions securities	—		118,462		4,528		122,990		—		118,462		4,528		122,990
Mortgage-backed securities — Federal agencies	—		236,297		—		236,297		—		236,297		—		236,297
Corporate debt securities	—		34,383		—		34,383		—		34,383		—		34,383
Foreign government and other securities	—		—		809		809		—		—		809		809
Total debt securities	19,879		758,932		5,337		784,148		19,879		758,932		5,337		784,148
Marketable equity securities	7,579		—		—		7,579		7,579		—		—		7,579
Total investment securities available-for-sale	27,458		758,932		5,337		791,727		27,458		758,932		5,337		791,727
Mortgages held for sale	—		9,825		—		9,825		—		9,825		—		9,825
Accrued income and other assets (interest rate swap agreements)	—		9,859		—		9,859		—		9,859		—		9,859
Total	$	27,458	$	778,616	$	5,337	$	811,411	$	27,458	$	778,616	$	5,337	$	811,411

Liabilities:
Accrued expenses and other liabilities (interest rate swap agreements)	$	—	$	10,044	$	—	$	10,044	$	—	$	10,044	$	—	$	10,044
Total	$	—	$	10,044	$	—	$	10,044	$	—	$	10,044	$	—	$	10,044

The following table shows changes in Level 3 assets and liabilities measured at fair value on a recurring basis for the quarter ended ~~March 31,~~June 30, 2016 and 2015.

(Dollars in thousands)
U.S. States and
political
subdivisions
securities
Foreign government and other securities Investment securities available-for-sale
Beginning balance January 1, 2016 $ 4,528
$ 809
$ 5,337
Total gains or losses (realized/unrealized):

Included in earnings —
—
—
Included in other comprehensive income 35
—
35
Purchases 1,100
—
1,100
Issuances —
—
—
Sales —
—
—
Settlements —
—
—
Maturities (853 ) —
(853 )
Transfers into Level 3 —
—
—
Transfers out of Level 3 —
—
—
Ending balance March 31, 2016 $ 4,810
$ 809
$ 5,619

Beginning balance January 1, 2015 $ 6,466
$ 811
$ 7,277
Total gains or losses (realized/unrealized):

Included in earnings —
—
—
Included in other comprehensive income (7 ) (3 ) (10 )
Purchases —
—
—
Issuances —
—
—
Sales —
—
—
Settlements —
—
—
Maturities (827 ) —
(827 )
Transfers into Level 3 —
—
—
Transfers out of Level 3 —
—
—
Ending balance March 31, 2015 $ 5,632
$ 808
$ 6,440



(Dollars in thousands)	U.S. States and political subdivisions securities			Foreign government and other securities			Investment securities available-for-sale
Beginning balance April 1, 2016	$	4,810		$	809		$	5,619
Total gains or losses (realized/unrealized):
Included in earnings	—			—			—
Included in other comprehensive income	(4		)	1			(3		)
Purchases	—			—			—
Issuances	—			—			—
Sales	—			—			—
Settlements	—			—			—
Maturities	(145		)	—			(145		)
Transfers into Level 3	—			—			—
Transfers out of Level 3	—			—			—
Ending balance June 30, 2016	$	4,661		$	810		$	5,471

Beginning balance April 1, 2015	$	5,632		$	808		$	6,440
Total gains or losses (realized/unrealized):
Included in earnings	—			—			—
Included in other comprehensive income	(38		)	(1		)	(39		)
Purchases	—			—			—
Issuances	—			—			—
Sales	—			—			—
Settlements	—			—			—
Maturities	(150		)	—			(150		)
Transfers into Level 3	—			—			—
Transfers out of Level 3	—			—			—
Ending balance June 30, 2015	$	5,444		$	807		$	6,251

There were no gains or losses for the period included in earnings attributable to the change in unrealized gains or losses relating to assets and liabilities still held at ~~March 31,~~June 30, 2016 or 2015. No transfers between levels occurred during the three months ended ~~March 31,~~June 30, 2016 or 2015.

The following table shows the valuation methodology and unobservable inputs for Level 3 assets and liabilities measured at fair value on a recurring basis.


(Dollars in thousands)	Fair Value		Valuation Methodology	Unobservable Inputs	Range of Inputs	Fair Value		Valuation Methodology	Unobservable Inputs	Range of Inputs
March 31, 2016
June 30, 2016
Investment securities available-for sale
Direct placement municipal securities	$	4,810	Discounted cash flows	Credit spread assumption	0.72% - 1.60%	$	4,661	Discounted cash flows	Credit spread assumption	0.03% - 1.40%

Foreign government	$	809	Discounted cash flows	Market yield assumption	0.71% - 1.91%	$	801	Discounted cash flows	Market yield assumption	0.49% - 1.56%

December 31, 2015
Investment securities available-for sale
Direct placement municipal securities	$	4,528	Discounted cash flows	Credit spread assumption	1.27% - 2.03%	$	4,528	Discounted cash flows	Credit spread assumption	1.27% - 2.03%

Foreign government	$	809	Discounted cash flows	Market yield assumption	0.88% - 2.00%	$	809	Discounted cash flows	Market yield assumption	0.88% - 2.00%

The sensitivity to changes in the unobservable inputs and their impact on the fair value measurement can be significant. The significant unobservable input for direct placement municipal securities are the credit spread assumptions used to determine the fair value measure. An increase (decrease) in the estimated spread assumption of the market will decrease (increase) the fair value measure of the securities. The significant unobservable input for foreign government securities are the market yield assumptions. The market yield assumption is negatively correlated to the fair value measure. An increase (decrease) in the determined market yield assumption will decrease (increase) the fair value measurement.

Financial Instruments on Non-recurring Basis:

The Company may be required, from time to time, to measure certain other financial assets at fair value on a non-recurring basis in accordance with GAAP. These adjustments to fair value usually result from application of lower of cost or market accounting or impairment charges of individual assets.

The Credit Policy Committee (CPC), a management committee, is responsible for overseeing the valuation processes and procedures for Level 3 measurements of impaired loans, other real estate and repossessions. The CPC reviews these assets on a quarterly basis to determine the accuracy of the observable inputs, generally third party appraisals, auction values, values derived from trade publications and data submitted by the borrower, and the appropriateness of the unobservable inputs, generally discounts due to current market conditions and collection issues. The CPC establishes discounts based on asset type and valuation source; deviations from the standard are documented. The discounts are reviewed periodically, annually at a minimum, to determine they remain appropriate. Consideration is given to current trends in market values for the asset categories and gains and losses on sales of similar assets. The Loan and Funds Management Committee of the Board of Directors is responsible for overseeing the CPC.

Discounts vary depending on the nature of the assets and the source of value. Aircraft are generally valued using quarterly trade publications adjusted for engine time, condition, maintenance programs, discounted by 10%. Likewise, autos are valued using current auction values, discounted by 10%; medium and heavy duty trucks are valued using trade publications and auction values, discounted by 15%. Construction equipment is generally valued using trade publications and auction values, discounted by 20%. Real estate is valued based on appraisals or evaluations, discounted by 20% with higher discounts for property in poor condition or property with characteristics which may make it more difficult to market. Commercial loans subject to borrowing base certificates are generally discounted by 20% for receivables and 40% - 75% for inventory with higher discounts when monthly borrowing base certificates are not required or received.

Impaired loans and related write-downs are based on the fair value of the underlying collateral if repayment is expected solely from the collateral. Collateral values are reviewed quarterly and estimated using customized discounting criteria, appraisals and dealer and trade magazine quotes which are used in a market valuation approach. In accordance with fair value measurements, only impaired loans for which a reserve for loan loss has been established based on the fair value of collateral require classification in the fair value hierarchy. As a result, only a portion of the Company’s impaired loans are classified in the fair value hierarchy.

Partnership investments and the adjustments to fair value primarily result from application of lower of cost or fair value accounting. The partnership investments are priced using financial statements provided by the partnerships. Quantitative unobservable inputs are not reasonably available for reporting purposes.

The Company has established MSRs valuation policies and procedures based on industry standards and to ensure valuation methodologies are consistent and verifiable. MSRs and related adjustments to fair value result from application of lower of cost or fair value accounting. For purposes of impairment, MSRs are stratified based on the predominant risk characteristics of the underlying servicing, principally by loan type. The fair value of each tranche of the servicing portfolio is estimated by calculating the present value of estimated future net servicing cash flows, taking into consideration actual and expected mortgage loan prepayment rates, discount rates, servicing costs, and other economic factors. Prepayment rates and discount rates are derived through a third party pricing agent. Changes in the most significant inputs, including prepayment rates and discount rates, are compared to the changes in the fair value measurements and appropriate resolution is made. A fair value analysis is also obtained from an independent third party agent and compared to the internal valuation for reasonableness. MSRs do not trade in an active, open market with readily observable prices and though sales of MSRs do occur, precise terms and conditions typically are not readily available and the characteristics of the Company’s servicing portfolio may differ from those of any servicing portfolios that do trade.

Other real estate is based on the lower of cost or fair value of the underlying collateral less expected selling costs. Collateral values are estimated primarily using appraisals and reflect a market value approach. Fair values are reviewed quarterly and new appraisals are obtained annually. Repossessions are similarly valued.

For assets measured at fair value on a nonrecurring basis the following represents impairment charges (recoveries) recognized on these assets during the quarter ended ~~March 31,~~June 30, 2016: impaired loans - $0.00 million; partnership investments - $0.00 million; mortgage servicing rights - $0.00 million; repossessions - ~~$0.29~~$0.19 million; and other real estate - $0.00 million.

The following table shows the carrying value of assets measured at fair value on a non-recurring basis.


(Dollars in thousands)	Level 1		Level 2		Level 3		Total		Level 1		Level 2		Level 3		Total
March 31, 2016
June 30, 2016
Impaired loans - collateral based	$	—	$	—	$	720	$	720	$	—	$	—	$	915	$	915
Accrued income and other assets (partnership investments)	—		—		512		512		—		—		24		24
Accrued income and other assets (mortgage servicing rights)	—		—		4,481		4,481		—		—		4,339		4,339
Accrued income and other assets (repossessions)	—		—		7,201		7,201		—		—		7,619		7,619
Accrued income and other assets (other real estate)	—		—		330		330		—		—		452		452
Total	$	—	$	—	$	13,244	$	13,244	$	—	$	—	$	13,349	$	13,349

December 31, 2015
Impaired loans - collateral based	$	—	$	—	$	220	$	220	$	—	$	—	$	220	$	220
Accrued income and other assets (partnership investments)	—		—		1,000		1,000		—		—		1,000		1,000
Accrued income and other assets (mortgage servicing rights)	—		—		4,608		4,608		—		—		4,608		4,608
Accrued income and other assets (repossessions)	—		—		6,927		6,927		—		—		6,927		6,927
Accrued income and other assets (other real estate)	—		—		736		736		—		—		736		736
Total	$	—	$	—	$	13,491	$	13,491	$	—	$	—	$	13,491	$	13,491

The following table below shows the valuation methodology and unobservable inputs for Level 3 assets and liabilities measured at fair value on a non-recurring basis.

(Dollars in thousands) Carrying Value Fair Value Valuation Methodology Unobservable Inputs Range of Inputs
March 31, 2016

Impaired loans $ 720
$ 720
Collateral based measurements including appraisals, trade publications, and auction values Discount for lack of marketability and current conditions 20% - 70%

Mortgage servicing rights 4,481
6,353
Discounted cash flows Constant prepayment rate (CPR) 12.1% - 17.0%

Discount rate 9.4% - 12.2%

Repossessions 7,201
7,378
Appraisals, trade publications and auction values Discount for lack of marketability 2% - 3%

Other real estate 330
373
Appraisals Discount for lack of marketability 0% - 20%

December 31, 2015

Impaired loans $ 220
$ 220
Collateral based measurements including appraisals, trade publications, and auction values Discount for lack of marketability and current conditions 20%

Mortgage servicing rights 4,608
7,246
Discounted cash flows Constant prepayment rate (CPR) 9.4% - 15.0%

Discount rate 9.8% - 13.3%

Repossessions 6,927
7,104
Appraisals, trade publications and auction values Discount for lack of marketability 2% - 3%

Other real estate 736
851
Appraisals Discount for lack of marketability 8% - 35%



(Dollars in thousands)	Carrying Value		Fair Value		Valuation Methodology	Unobservable Inputs	Range of Inputs
June 30, 2016
Impaired loans	$	915	$	915	Collateral based measurements including appraisals, trade publications, and auction values	Discount for lack of marketability and current conditions	10% - 100%

Mortgage servicing rights	4,339		5,553		Discounted cash flows	Constant prepayment rate (CPR)	14.2% - 20.1%
						Discount rate	9.1% - 12.0%

Repossessions	7,619		7,798		Appraisals, trade publications and auction values	Discount for lack of marketability	0% - 3%

Other real estate	452		481		Appraisals	Discount for lack of marketability	0% - 14%

December 31, 2015
Impaired loans	$	220	$	220	Collateral based measurements including appraisals, trade publications, and auction values	Discount for lack of marketability and current conditions	20%

Mortgage servicing rights	4,608		7,246		Discounted cash flows	Constant prepayment rate (CPR)	9.4% - 15.0%
						Discount rate	9.8% - 13.3%

Repossessions	6,927		7,104		Appraisals, trade publications and auction values	Discount for lack of marketability	2% - 3%

Other real estate	736		851		Appraisals	Discount for lack of marketability	8% - 35%

GAAP requires disclosure of the fair value of financial assets and financial liabilities, including those financial assets and financial liabilities that are not measured and reported at fair value on a recurring or non-recurring basis.

The following table shows the fair values of the Company’s financial instruments.


(Dollars in thousands)	Carrying or Contract Value		Fair Value		Level 1		Level 2		Level 3		Carrying or Contract Value		Fair Value		Level 1		Level 2		Level 3
March 31, 2016
June 30, 2016
Assets:
Cash and due from banks	$	52,373	$	52,373	$	52,373	$	—	$	—	$	58,944	$	58,944	$	58,944	$	—	$	—
Federal funds sold and interest bearing deposits with other banks	32,854		32,854		32,854		—		—		14,297		14,297		14,297		—		—
Investment securities, available-for-sale	801,950		801,950		27,262		769,069		5,619		814,258		814,258		27,174		781,613		5,471
Other investments	21,973		21,973		21,973		—		—		21,973		21,973		21,973		—		—
Mortgages held for sale	11,999		11,999		—		11,999		—		15,924		15,924		—		15,924		—
Loans and leases, net of reserve for loan and lease losses	3,942,679		3,964,867		—		—		3,964,867		4,061,305		4,073,538		—		—		4,073,538
Mortgage servicing rights	4,481		6,353		—		—		6,353		4,339		5,553		—		—		5,553
Interest rate swaps	14,766		14,766		—		14,766		—		17,012		17,012		—		17,012		—
Liabilities:
Deposits	$	4,225,148	$	4,231,877	$	3,016,933	$	1,214,944	$	—	$	4,325,084	$	4,333,142	$	3,116,348	$	1,216,794	$	—
Short-term borrowings	181,914		181,914		171,495		10,419		—		205,976		205,976		163,246		42,730		—
Long-term debt and mandatorily redeemable securities	68,837		68,662		—		68,662		—		64,738		64,796		—		64,796		—
Subordinated notes	58,764		49,377		—		49,377		—		58,764		49,493		—		49,493		—
Interest rate swaps	15,045		15,045		—		15,045		—		17,334		17,334		—		17,334		—
Off-balance-sheet instruments *	—		388		—		388		—		—		377		—		377		—

December 31, 2015
Assets:
Cash and due from banks	$	65,171	$	65,171	$	65,171	$	—	$	—	$	65,171	$	65,171	$	65,171	$	—	$	—
Federal funds sold and interest bearing deposits with other banks	14,550		14,550		14,550		—		—		14,550		14,550		14,550		—		—
Investment securities, available-for-sale	791,727		791,727		27,458		758,932		5,337		791,727		791,727		27,458		758,932		5,337
Other investments	21,973		21,973		21,973		—		—		21,973		21,973		21,973		—		—
Mortgages held for sale	9,825		9,825		—		9,825		—		9,825		9,825		—		9,825		—
Loans and leases, net of reserve for loan and lease losses	3,906,580		3,927,967		—		—		3,927,967		3,906,580		3,927,967		—		—		3,927,967
Mortgage servicing rights	4,608		7,246		—		—		7,246		4,608		7,246		—		—		7,246
Interest rate swaps	9,859		9,859		—		9,859		—		9,859		9,859		—		9,859		—
Liabilities:
Deposits	$	4,139,186	$	4,139,649	$	2,998,443	$	1,141,206	$	—	$	4,139,186	$	4,139,649	$	2,998,443	$	1,141,206	$	—
Short-term borrowings	233,229		233,229		134,156		99,073		—		233,229		233,229		134,156		99,073		—
Long-term debt and mandatorily redeemable securities	57,379		57,193		—		57,193		—		57,379		57,193		—		57,193		—
Subordinated notes	58,764		48,304		—		48,304		—		58,764		48,304		—		48,304		—
Interest rate swaps	10,044		10,044		—		10,044		—		10,044		10,044		—		10,044		—
Off-balance-sheet instruments *	—		375		—		375		—		—		375		—		375		—

* Represents estimated cash outflows required to currently settle the obligations at current market rates.

The methodologies for estimating fair value of financial assets and financial liabilities that are measured at fair value on a recurring or non-recurring basis are discussed above. The estimated fair value approximates carrying value for cash and due from banks, federal funds sold and interest bearing deposits with other banks and other investments. The methodologies for other financial assets and financial liabilities are discussed below:

Loans and Leases — For variable rate loans and leases that reprice frequently and with no significant change in credit risk, fair values are based on carrying values. The fair values of other loans and leases are estimated using discounted cash flow analyses which use interest rates currently being offered for loans and leases with similar terms to borrowers of similar credit quality.

Deposits — The fair values for all deposits other than time deposits are equal to the amounts payable on demand (the carrying value). Fair values of variable rate time deposits are equal to their carrying values. Fair values for fixed rate time deposits are estimated using discounted cash flow analyses using interest rates currently being offered for deposits with similar remaining maturities.

Short-Term Borrowings — The carrying values of Federal funds purchased, securities sold under repurchase agreements, and other short-term borrowings, including the liability related to mortgage loans available for repurchase under GNMA optional repurchase programs, approximate their fair values.

Long-Term Debt and Mandatorily Redeemable Securities — The fair values of long-term debt are estimated using discounted cash flow analyses, based on the current estimated incremental borrowing rates for similar types of borrowing arrangements. The carrying values of mandatorily redeemable securities are based on the current estimated cost of redeeming these securities which approximate their fair values.

Subordinated Notes — Fair values are estimated based on calculated market prices of comparable securities.

Off-Balance-Sheet Instruments — Contract and fair values for certain off-balance-sheet financial instruments (guarantees) are estimated based on fees currently charged to enter into similar agreements, taking into account the remaining terms of the agreements and the counterparties’ credit standing.

Limitations — Fair value estimates are made at a specific point in time based on relevant market information and information about the financial instruments. Because no market exists for a significant portion of the financial instruments, fair value estimates are based on judgments regarding future expected loss experience, current economic conditions, risk characteristics of various financial instruments, and other such factors.

These estimates do not reflect any premium or discount that could result from offering for sale at one time the Company’s entire holdings of a particular financial instrument. These estimates are subjective in nature and require considerable judgment to interpret market data. Accordingly, the estimates presented herein are not necessarily indicative of the amounts the Company could realize in a current market exchange, nor are they intended to represent the fair value of the Company as a whole. The use of different market assumptions and/or estimation methodologies may have a material effect on the estimated fair value amounts. The fair value estimates presented herein are based on pertinent information available to management as of the respective balance sheet date. Although the Company is not aware of any factors that would significantly affect the estimated fair value amounts, such amounts have not been comprehensively revalued since the presentation dates, and therefore, estimates of fair value after the balance sheet date may differ significantly from the amounts presented herein.

Other significant assets, such as premises and equipment, other assets, and liabilities not defined as financial instruments, are not included in the above disclosures. Also, the fair value estimates for deposits do not include the benefit that results from the low-cost funding provided by the deposit liabilities compared to the cost of borrowing funds in the market.

ITEM 2.

MANAGEMENT’S DISCUSSION AND ANALYSIS OF

FINANCIAL CONDITION AND RESULTS OF OPERATIONS

The following management’s discussion and analysis is presented to provide information concerning 1st Source Corporation and its subsidiaries’ (collectively referred to as “the Company”, “we”, and “our”) financial condition as of ~~March 31,~~June 30, 2016, as compared to December 31, 2015, and the results of operations for the three and six months ended ~~March 31,~~June 30, 2016 and 2015. This discussion and analysis should be read in conjunction with our consolidated financial statements and the financial and statistical data appearing elsewhere in this report and our 2015 Annual Report.

Except for historical information contained herein, the matters discussed in this document express “forward-looking statements.” Generally, the words “believe,” “contemplate,” “seek,” “plan,” “possible,” “assume,” “expect,” “intend,” “targeted,” “continue,” “remain,” “estimate,” “anticipate,” “project,” “will,” “should,” “indicate,” “would,” “may” and other similar expressions are intended to identify forward-looking statements but are not the exclusive means of identifying such statements. Those statements, including statements, projections, estimates or assumptions concerning future events or performance, and other statements that are other than statements of historical fact, are subject to material risks and uncertainties. We caution readers not to place undue reliance on any forward-looking statements, which speak only as of the date made. We may make other written or oral forward-looking statements from time to time. Readers are advised that various important factors could cause our actual results or circumstances for future periods to differ materially from those anticipated or projected in such forward-looking statements. Such factors include, but are not limited to, changes in law, regulations or GAAP; our competitive position within the markets we serve; increasing consolidation within the banking industry; unforeseen changes in interest rates; unforeseen changes in loan prepayment assumptions; unforeseen downturns in or major events affecting the local, regional or national economies or the industries in which we have credit concentrations; and other matters discussed in our filings with the SEC, including our Annual Report on Form 10-K for 2015, which filings are available from the SEC. We undertake no obligation to publicly update or revise any forward-looking statements.

FINANCIAL CONDITION

Our total assets at ~~March 31,~~June 30, 2016 were ~~$5.25~~$5.38 billion, an increase of ~~$57.69~~$192.02 million or ~~1.11%~~3.70% from December 31, 2015. Total loans and leases were ~~$4.03~~$4.15 billion, an increase of ~~$37.28~~$158.07 million or ~~0.93%~~3.96% from December 31, 2015. Total investment securities, available for sale were ~~$801.95~~$814.26 million which represented an increase of ~~$10.22~~$22.53 million or 2.85% and ~~total~~equipment owned under operating leases were $119.31 million, an increase of $8.94 million or 8.10% from the comparable figures at December 31, 2015. Total deposits were ~~$4.23~~$4.33 billion, an increase of ~~$85.96~~$185.90 million or ~~2.08% over the comparable figures at~~4.49% from the end of 2015. Short-term borrowings were ~~$181.91~~$205.98 million, a decrease of ~~$51.32~~$27.25 million or ~~22.00%~~11.69% from December 31, 2015.

Nonperforming assets at ~~March 31,~~June 30, 2016 were ~~$21.35~~$21.03 million, an increase of ~~$0.73~~$0.41 million or ~~3.54%~~1.98% from the $20.62 million reported at December 31, 2015. At ~~March 31,~~June 30, 2016 and December 31, 2015, nonperforming assets were ~~0.51%~~0.49% and 0.50%, respectively of net loans and leases.

The following table shows accrued income and other assets.


(Dollars in thousands)	March 31, 2016		December 31, 2015		June 30, 2016		December 31, 2015
Accrued income and other assets:
Bank owned life insurance cash surrender value	$	62,540	$	61,992	$	62,790	$	61,992
Accrued interest receivable	14,353		13,689		13,862		13,689
Mortgage servicing rights	4,481		4,608		4,339		4,608
Other real estate	330		736		452		736
Repossessions	7,201		6,927		7,619		6,927
All other assets	43,796		41,900		45,971		41,900
Total accrued income and other assets	$	132,701	$	129,852	$	135,033	$	129,852

CAPITAL

As of ~~March 31,~~June 30, 2016, total shareholders’ equity was ~~$649.97~~$661.76 million, up ~~$5.92~~$17.70 million or ~~0.92%~~2.75% from the $644.05 million at December 31, 2015. In addition to net income of ~~$13.82~~$28.30 million, other significant changes in shareholders’ equity during the first ~~three~~six months of 2016 included $8.01 million of common stock acquired for treasury and ~~$4.71~~$9.37 million of dividends paid. The accumulated other comprehensive income/(loss) component of shareholders’ equity totaled ~~$9.30~~$10.83 million at ~~March 31,~~June 30, 2016, compared to $6.56 million at December 31, 2015. The increase in accumulated other comprehensive income/(loss) during 2016 was the result of changes in unrealized gain/(loss) on securities in the available-for-sale portfolio. Our equity-to-assets ratio was ~~12.39%~~12.30% as of ~~March 31,~~June 30, 2016, compared to 12.41% at December 31, 2015. Book value per common share rose to ~~$25.14~~$25.59 at ~~March 31,~~June 30, 2016, from $24.75 at December 31, 2015.

We ~~distributed~~declared a 10% stock dividend to shareholders of record on August 4, 2015, issuing 2,591,995 shares on August 14, 2015. All share and per share information in this report has been adjusted to reflect the stock dividend, unless otherwise noted.

We declared and paid cash dividends per common share of $0.18 during the ~~first~~second quarter of 2016. The trailing four quarters dividend payout ratio, representing cash dividends per common share divided by diluted earnings per common share, was ~~31.32%~~32.57%. The dividend payout is continually reviewed by management and the Board of Directors subject to the Company’s capital and dividend policy.

The banking regulators have established guidelines for leverage capital requirements, expressed in terms of Tier 1 or core capital as a percentage of average assets, to measure the soundness of a financial institution. In addition, banking regulators have established risk-based capital guidelines for U.S. banking organizations.

Under the final capital rules that became effective on January 1, 2015, there was a requirement for a common equity Tier 1 capital conservation buffer of 2.5% of risk-weighted assets which is in addition to the other minimum risk-based capital standards in the rule. Institutions that do not maintain this required capital buffer will become subject to progressively more stringent limitations on the percentage of earnings that can be paid out in dividends or used for stock repurchases and on the payment of discretionary bonuses to senior executive management. The capital buffer requirement is being phased in over three years beginning in 2016. We have included the 0.625% increase for 2016 in our minimum capital adequacy ratios in the table below. The capital buffer requirement effectively raises the minimum required common equity Tier 1 capital ratio to 7.0%, the Tier 1 capital ratio to 8.5%, and the total capital ratio to 10.5% on a fully phased-in basis on January 1, 2019. Management believes that, as of ~~March 31,~~June 30, 2016, 1st Source and the Bank would meet all capital adequacy requirements under the Basel III Capital Rules on a fully phased-in basis as if all such requirements were currently in effect.

The actual capital amounts and ratios of 1st Source Corporation and 1st Source Bank as of ~~March 31,~~June 30, 2016, are presented in the table below.


	Actual				Minimum Capital Adequacy				Minimum Capital Adequacy with Capital Buffer				To Be Well Capitalized Under Prompt Corrective Action Provisions				Actual				Minimum Capital Adequacy				Minimum Capital Adequacy with Capital Buffer				To Be Well Capitalized Under Prompt Corrective Action Provisions
(Dollars in thousands)	Amount		Ratio		Amount		Ratio		Amount		Ratio		Amount		Ratio		Amount		Ratio		Amount		Ratio		Amount		Ratio		Amount		Ratio
Total Capital (to Risk-Weighted Assets):
1st Source Corporation	$	679,462	14.94	%	$	363,855	8.00	%	$	392,281	8.625	%	$	454,818	10.00	%	$	691,870	14.73	%	$	375,851	8.00	%	$	405,214	8.625	%	$	469,814	10.00	%
1st Source Bank	641,992		14.15		363,008		8.00		391,369		8.625		453,761		10.00		650,049		13.86		375,140		8.00		404,447		8.625		468,925		10.00
Tier 1 Capital (to Risk-Weighted Assets):
1st Source Corporation	619,759		13.63		272,891		6.00		301,317		6.625		363,855		8.00		630,217		13.41		281,888		6.00		311,252		6.625		375,851		8.00
1st Source Bank	584,816		12.89		272,256		6.00		300,616		6.625		363,008		8.00		590,865		12.60		281,355		6.00		310,662		6.625		375,140		8.00
Common Equity Tier 1 Capital (to Risk-Weighted Assets):
1st Source Corporation	562,759		12.37		204,668		4.50		233,094		5.125		295,632		6.50		573,217		12.20		211,416		4.50		240,780		5.125		305,379		6.50
1st Source Bank	584,816		12.89		204,192		4.50		232,552		5.125		294,944		6.50		590,865		12.60		211,016		4.50		240,324		5.125		304,801		6.50
Tier 1 Capital (to Average Assets):
1st Source Corporation	619,759		12.10		204,909		4.00		N/A		N/A		256,136		5.00		630,217		11.99		210,245		4.00		N/A		N/A		262,807		5.00
1st Source Bank	584,816		11.43		204,692		4.00		N/A		N/A		255,865		5.00		590,865		11.25		210,071		4.00		N/A		N/A		262,589		5.00

LIQUIDITY AND INTEREST RATE SENSITIVITY

Effective liquidity management ensures that the cash flow requirements of depositors and borrowers, as well as our operating cash needs are met. Funds are available from a number of sources, including the securities portfolio, the core deposit base, access to the national brokered certificates of deposit market, Federal Home Loan Bank (FHLB) borrowings, Federal Reserve Bank (FRB) borrowings, and the capability to package loans for sale.

We have borrowing sources available to supplement deposits and meet our funding needs. 1st Source Bank has established relationships with several banks to provide short term borrowings in the form of federal funds purchased. At ~~March 31,~~June 30, 2016, we had no outstandings and could borrow approximately $265.00 million for a short time from these banks on a collective basis. As of ~~March 31,~~June 30, 2016, we had ~~$47.89~~$78.60 million outstanding in FHLB advances and could borrow an additional ~~$185.42~~$154.72 million. We also had ~~$415.92~~$479.26 million available to borrow from the FRB with no amounts outstanding as of ~~March 31,~~June 30, 2016.

Our loan to asset ratio was ~~76.86%~~77.19% at ~~March 31,~~June 30, 2016 compared to 77.00% at December 31, 2015 and ~~76.12%~~76.84% at ~~March 31,~~June 30, 2015. Cash and cash equivalents totaled ~~$85.23~~$73.24 million at ~~March 31,~~June 30, 2016 compared to $79.72 million at December 31, 2015 and ~~$69.26~~$77.70 million at ~~March 31,~~June 30, 2015. At ~~March 31,~~June 30, 2016, the Statement of Financial Condition was rate sensitive by ~~$700.70~~$616.05 million more assets than liabilities scheduled to reprice within one year, or approximately ~~1.37%~~1.29%. Management believes that the present funding sources provide adequate liquidity to meet our cash flow needs.

Under Indiana law governing the collateralization of public fund deposits, the Indiana Board of Depositories determines which financial institutions are required to pledge collateral based on the strength of their financial ratings. We have been informed that no collateral is required for our public fund deposits. However, the Board of Depositories could alter this requirement in the future and adversely impact our liquidity. Our potential liquidity exposure if we must pledge collateral is approximately ~~$498~~$623 million.

RESULTS OF OPERATIONS

Net income for the three and six month ~~period~~periods ended ~~March 31,~~June 30, 2016 was ~~$13.82~~$14.48 million and $28.30 million, compared to ~~$13.51~~$15.63 million and $29.14 million for the same ~~period~~periods in 2015. Diluted net income per common share was ~~$0.53~~$0.56 and $1.08 for the three and six month ~~period~~periods ended ~~March 31,~~June 30, 2016, compared to ~~$0.51~~$0.59 and $1.10 for the same ~~period~~periods in 2015. Return on average common shareholders’ equity was ~~8.56%~~8.70% for the ~~three~~six months ended ~~March 31,~~June 30, 2016, compared to ~~8.79%~~9.36% in 2015. The return on total average assets was ~~1.07%~~1.08% for the ~~three~~six months ended ~~March 31,~~June 30, 2016, compared to ~~1.14%~~1.20% in 2015.

Net income ~~increased~~decreased for the ~~three~~six months ended ~~March 31,~~June 30, 2016 compared to the first ~~three~~six months of 2015. Net interest income and noninterest income increased along with a decrease in income tax expense offset by an increase in provision for loan and lease losses ~~noninterest expense~~ and ~~income tax~~noninterest expense. Details of the changes in the various components of net income are discussed further below.

NET INTEREST INCOME

~~Quarter Ended March 31, 2016 compared to the Quarter Ended December 31, 2015~~

The taxable equivalent net interest income for the three months ended March 31, 2016 was $41.75 million, a decrease of 4.39% over the three months ended December 31, 2015. The net interest margin on a fully taxable equivalent basis was 3.45% for the three months ended March 31, 2016, compared to 3.61% for the three months ended December 31, 2015.

During the three month period ended March 31, 2016, average earning assets increased $71.22 million or 1.49% over the three months ended December 31, 2015. Average interest-bearing liabilities increased $74.38 million or 2.11% for the three month period ended March 31, 2016 over the three months ended December 31, 2015. The yield on average earning assets decreased 10 basis points to 3.91% for the first quarter of 2016 from 4.01% for the fourth quarter of 2015. Total cost of average interest-bearing liabilities increased 7 basis points to 0.61% for the first quarter of 2016 from 0.54% for the fourth quarter 2015. The result to the net interest margin, or the ratio of net interest income to average earning assets, was a decrease of 16 basis points for the three month period ended March 31, 2016 from December 31, 2015.

The largest contributor to the decrease in the yield on average earning assets for the three months ended March 31, 2016, compared to the three months ended December 31, 2015, was a reduction in yields on net loans and leases of 12 basis points. The reduction in yields on net loans and leases was primarily the result of fourth quarter net interest recoveries being higher by $1.66 million, which related to one commercial loan relationship. Average net loans and leases increased $48.97 million or 1.24% for the first quarter of 2016 from the fourth quarter of 2015. Total average investment securities increased $8.95 million or 1.14% for the first quarter over the fourth quarter of 2015. Average mortgages held for sale increased $0.75 million or 8.88% for the three month period ended March 31, 2016, over the fourth quarter of 2015. Average other investments, which include federal funds sold, time deposits with other banks, Federal Reserve Bank excess balances, Federal Reserve Bank and Federal Home Loan Bank stock and commercial paper, increased $12.56 million or 32.39% for the three month period ended March 31, 2016, over the fourth quarter of 2015.

Average interest-bearing deposits increased $61.02 million or 1.91% for the first quarter of 2016 over the fourth quarter of 2015. The effective rate paid on average interest-bearing deposits increased 7 basis points to 0.47% for the first quarter 2016 compared to 0.40% for the fourth quarter 2015. The increase in the average cost of interest-bearing deposits during the first three months of 2016 as compared to the fourth quarter of 2015 was primarily the result of higher rates on certificates of deposit and accelerated discount amortization from called brokered certificates of deposit during the first quarter of 2016.

Average short-term borrowings increased $8.28 million or 3.71% for the first quarter of 2016 compared to the three months ended December 31, 2015. Interest paid on short-term borrowings increased 10 basis points for the first quarter of 2016. The increase in short-term borrowings during the first quarter of 2016 as compared to the three months ended December 31, 2015 was primarily the result of changes in borrowings with the Federal Home Loan Bank (FHLB). Average long-term debt and mandatorily redeemable securities increased $5.09 million or 8.87% during the first quarter of 2016 as compared to the fourth quarter of 2015. Interest paid on long-term debt and mandatorily redeemable securities increased 40 basis points for the first quarter compared to the fourth quarter of 2015. The increase during the first quarter of 2016 as compared to the fourth quarter of 2015 was due to higher rates on mandatorily redeemable securities.

~~Quarter Ended March 31, 2016 compared to the Quarter Ended March 31, 2015~~

The taxable equivalent net interest income for the three months ended March 31, 2016 was $41.75 million, an increase of 4.76% over the same period in 2015. The net interest margin on a fully taxable equivalent basis was 3.45% for the three months ended March 31, 2016, compared to 3.58% for the three months ended March 31, 2015.

During the three month period ended March 31, 2016, average earning assets increased $352.31 million or 7.81% over the comparable period in 2015. Average interest-bearing liabilities increased $242.39 million or 7.20% for the three month period ended March 31, 2016 over the comparable period one year ago. The yield on average earning assets decreased 5 basis points to 3.91% for the first quarter of 2016 from 3.96% for the first quarter of 2015. Total cost of average interest-bearing liabilities increased 10 basis points to 0.61% for the first quarter of 2016 from 0.51% for the first quarter 2015. The result to the net interest margin, or the ratio of net interest income to average earning assets, was a decrease of 13 basis points for the three month period ended March 31, 2016 from March 31, 2015.

The largest contributor to the decrease in the yield on average earning assets for the three months ended March 31, 2016, compared to the three months ended March 31, 2015, was a reduction in yields on net loans and leases of 7 basis points due to market conditions. Average net loans and leases increased $334.35 million or 9.10% for the first quarter of 2016 from the first quarter of 2015. Total average investment securities increased $6.29 million or 0.80% for the first quarter over one year ago. Average mortgages held for sale decreased $3.87 million or 29.75% for the three month period ended March 31, 2016, over the comparable period a year ago. Average other investments, which include federal funds sold, time deposits with other banks, Federal Reserve Bank excess balances, Federal Reserve Bank and Federal Home Loan Bank stock and commercial paper, increased $15.54 million or 43.38% for the three month period ended March 31, 2016, over the comparable period a year ago.

Average interest-bearing deposits increased $225.08 million or 7.43% for the first quarter of 2016 over the same period in 2015. The effective rate paid on average interest-bearing deposits increased 13 basis points to 0.47% for the first quarter 2016 compared to 0.34% for the first quarter 2015. The increase in the average cost of interest-bearing deposits during the first three months of 2016 as compared to the first three months of 2015 was primarily the result of higher rates on certificates of deposit and accelerated discount amortization on called brokered certificates of deposit during the first quarter of 2016.

Average short-term borrowings increased $11.53 million or 5.24% for the first quarter of 2016 compared to the same period in 2015. Interest paid on short-term borrowings increased 9 basis points for the first quarter of 2016. The increase in short-term borrowings during the first quarter of 2016 as compared to the same period in 2015 was primarily the result of changes in borrowings with the Federal Home Loan Bank (FHLB). Average long-term debt and mandatorily redeemable securities increased $5.78 million or 10.18% during the first quarter of 2016 as compared to the first quarter of 2015. Interest paid on long-term debt and mandatorily redeemable securities decreased 5 basis points for the first quarter compared to the first quarter of 2015. The decrease during the first quarter of 2016 as compared to the same period in 2015 was due to lower rates on mandatorily redeemable securities.

The following ~~table provides~~tables provide an analysis of net interest income and illustrates the interest income earned and interest expense charged for each major component of interest earning assets and interest bearing liabilities. Yields/rates are computed on a tax-equivalent basis, using a 35% rate. Nonaccrual loans and leases are included in the average loan and lease balance outstanding.

DISTRIBUTION OF ASSETS, LIABILITIES AND SHAREHOLDERS’ EQUITY

INTEREST RATES AND INTEREST DIFFERENTIAL


	Three Months Ended							Three Months Ended							Three Months Ended														Three Months Ended
	March 31, 2016							December 31, 2015							March 31, 2015							June 30, 2016							March 31, 2016							June 30, 2015
(Dollars in thousands)	Average Balance			Interest Income/Expense		Yield/ Rate		Average Balance			Interest Income/Expense		Yield/ Rate		Average Balance			Interest Income/Expense		Yield/ Rate		Average Balance			Interest Income/Expense		Yield/ Rate		Average Balance			Interest Income/Expense		Yield/ Rate		Average Balance			Interest Income/Expense		Yield/ Rate
ASSETS
Investment securities available-for-sale:
Taxable	$	671,989		$	3,080	1.84	%	$	663,569		$	3,000	1.79	%	$	665,577		$	3,004	1.83	%	$	678,849		$	3,040	1.80	%	$	671,989		$	3,080	1.84	%	$	667,914		$	2,648	1.59	%
Tax exempt	122,860			1,013		3.32	%	122,334			1,074		3.48	%	122,984			1,134		3.74	%	126,007			1,012		3.23	%	122,860			1,013		3.32	%	123,655			1,111		3.60	%
Mortgages held for sale	9,137			95		4.18	%	8,392			88		4.16	%	13,007			126		3.93	%	11,100			110		3.99	%	9,137			95		4.18	%	13,452			125		3.73	%
Net loans and leases	4,008,435			42,781		4.29	%	3,959,468			44,045		4.41	%	3,674,082			39,531		4.36	%
Loans and leases, net of unearned discount																						4,105,111			43,926		4.30	%	4,008,435			42,781		4.29	%	3,800,120			42,508		4.49	%
Other investments	51,353			291		2.28	%	38,790			267		2.73	%	35,817			255		2.89	%	65,568			309		1.90	%	51,353			291		2.28	%	28,950			229		3.17	%

Total earning assets	4,863,774			47,260		3.91	%	4,792,553			48,474		4.01	%	4,511,467			44,050		3.96	%	4,986,635			48,397		3.90	%	4,863,774			47,260		3.91	%	4,634,091			46,621		4.04	%

Cash and due from banks	58,851							62,446							61,544							60,786							58,851							62,452
Reserve for loan and lease losses	(88,845		)					(89,841		)					(85,791		)					(90,107		)					(88,845		)					(86,047		)
Other assets	375,985							369,436							333,233							386,316							375,985							345,750

Total assets	$	5,209,765						$	5,134,594						$	4,820,453						$	5,343,630						$	5,209,765						$	4,956,246

LIABILITIES AND SHAREHOLDERS’ EQUITY	LIABILITIES AND SHAREHOLDERS’ EQUITY																					LIABILITIES AND SHAREHOLDERS’ EQUITY
Interest-bearing deposits	$	3,254,262		$	3,771	0.47	%	$	3,193,247		$	3,218	0.40	%	$	3,029,179		$	2,559	0.34	%	3,380,208			3,790		0.45	%	3,254,262			3,771		0.47	%	3,096,622			2,838		0.37	%
Short-term borrowings	231,477			161		0.28	%	223,202			103		0.18	%	219,950			103		0.19	%	204,828			119		0.23	%	231,477			161		0.28	%	238,051			131		0.22	%
Subordinated notes	58,764			1,055		7.22	%	58,764			1,055		7.12	%	58,764			1,055		7.28	%	58,764			1,055		7.22	%	58,764			1,055		7.22	%	58,764			1,055		7.20	%
Long-term debt and mandatorily redeemable securities	62,505			523		3.37	%	57,414			430		2.97	%	56,730			479		3.42	%	65,906			680		4.15	%	62,505			523		3.37	%	57,393			525		3.67	%

Total interest bearing liabilities	3,607,008			5,510		0.61	%	3,532,627			4,806		0.54	%	3,364,623			4,196		0.51	%

Total interest-bearing liabilities																						3,709,706			5,644		0.61	%	3,607,008			5,510		0.61	%	3,450,830			4,549		0.53	%
Noninterest-bearing deposits	899,011							907,666							787,776							920,194							899,011							830,455
Other liabilities	54,149							47,274							44,657							54,638							54,149							42,661
Shareholders’ equity	649,597							647,027							623,397							659,092							649,597							632,300

Total liabilities and shareholders’ equity	$	5,209,765						$	5,134,594						$	4,820,453						$	5,343,630						$	5,209,765						$	4,956,246

Net interest income				$	41,750						$	43,668						$	39,854						$	42,753						$	41,750						$	42,072

Net interest margin on a tax equivalent basis						3.45	%						3.61	%						3.58	%						3.45	%						3.45	%						3.64	%

Quarter Ended June 30, 2016 compared to the Quarter Ended June 30, 2015

The taxable equivalent net interest income for the three months ended June 30, 2016 was $42.75 million, an increase of 1.62% over the same period in 2015. The net interest margin on a fully taxable equivalent basis was 3.45% for the three months ended June 30, 2016, compared to 3.64% for the three months ended June 30, 2015.

During the three month period ended June 30, 2016, average earning assets increased $352.54 million or 7.61% over the comparable period in 2015. Average interest-bearing liabilities increased $258.88 million or 7.50%. The yield on average earning assets decreased 14 basis points to 3.90% from 4.04%. The rate earned on assets decreased primarily due to lower net interest recoveries (as a result of collection efforts on nonaccrual loans) of $1.35 million or 13 basis points largely related to one commercial loan relationship. Total cost of average interest-bearing liabilities increased 8 basis points to 0.61% from 0.53%. The result to the net interest margin, or the ratio of net interest income to average earning assets, was a decrease of 19 basis points.

The largest contributor to the decrease in the yield on average earning assets for the three months ended June 30, 2016, compared to the three months ended June 30, 2015, was a reduction in yields on net loans and leases of 19 basis points due to the aforementioned net interest recoveries in 2015 which impacted the yield on net loans and leases by 15 basis points. Average net loans and leases increased $304.99 million or 8.03%. Total average investment securities increased $13.29 million or 1.68%. Average mortgages held for sale decreased $2.35 million or 17.48%. Average other investments, which include federal funds sold, time deposits with other banks, Federal Reserve Bank excess balances, Federal Reserve Bank and Federal Home Loan Bank stock and commercial paper, increased $36.62 million or 126.49%.

Average interest-bearing deposits increased $283.59 million or 9.16% for the second quarter of 2016 over the same period in 2015. The effective rate paid on average interest-bearing deposits increased 8 basis points to 0.45% from 0.37%. The increase in the average cost of interest-bearing deposits was primarily the result of higher rates on certificates of deposit.

Average short-term borrowings decreased $33.22 million or 13.96% for the second quarter of 2016 compared to the same period in 2015. Interest paid on short-term borrowings increased 1 basis point. Average long-term debt and mandatorily redeemable securities increased $8.51 million or 14.83%. Interest paid on long-term debt and mandatorily redeemable securities increased 48 basis points. The increase was due to higher rates on mandatorily redeemable securities.

DISTRIBUTION OF ASSETS, LIABILITIES AND SHAREHOLDERS’ EQUITY

INTEREST RATES AND INTEREST DIFFERENTIAL



	Six Months Ended
	June 30, 2016							June 30, 2015
(Dollars in thousands)	Average Balance			Interest Income/Expense		Yield/ Rate		Average Balance			Interest Income/Expense		Yield/ Rate
ASSETS
Investment securities available-for-sale:
Taxable	$	675,419		$	6,120	1.82	%	$	666,752		$	5,652	1.71	%
Tax exempt	124,434			2,025		3.27	%	123,321			2,245		3.67	%
Mortgages held for sale	10,119			205		4.07	%	13,231			251		3.83	%
Loans and leases, net of unearned discount	4,056,772			86,707		4.30	%	3,737,449			82,039		4.43	%
Other investments	58,460			600		2.06	%	32,364			484		3.02	%
Total earning assets	4,925,204			95,657		3.91	%	4,573,117			90,671		4.00	%
Cash and due from banks	59,818							62,000
Reserve for loan and lease losses	(89,476		)					(85,920		)
Other assets	381,151							339,527
Total assets	$	5,276,697						$	4,888,724

LIABILITIES AND SHAREHOLDERS’ EQUITY
Interest-bearing deposits	3,317,235			7,561		0.46	%	3,063,087			5,397		0.36	%
Short-term borrowings	218,153			280		0.26	%	229,050			234		0.21	%
Subordinated notes	58,764			2,110		7.22	%	58,764			2,110		7.24	%
Long-term debt and mandatorily redeemable securities	64,205			1,203		3.77	%	57,064			1,004		3.55	%
Total interest-bearing liabilities	3,658,357			11,154		0.61	%	3,407,965			8,745		0.52	%
Noninterest-bearing deposits	909,603							809,233
Other liabilities	54,393							43,653
Shareholders’ equity	654,344							627,873
Total liabilities and shareholders’ equity	$	5,276,697						$	4,888,724
Net interest income				$	84,503						$	81,926
Net interest margin on a tax equivalent basis						3.45	%						3.61	%

Six Months Ended June 30, 2016 compared to the Six Months Ended June 30, 2015

The taxable equivalent net interest income for the six months ended June 30, 2016 was $84.50 million, an increase of 3.15% over the comparable period in 2015. The net interest margin on a fully taxable equivalent basis was 3.45% compared to a net interest margin of 3.61% for the same period in 2015.

During the six month period ended June 30, 2016, average earning assets increased $352.09 million or 7.70% over the comparable period in 2015. Average interest-bearing liabilities increased $250.39 million or 7.35%. The yield on average earning assets decreased 9 basis points to 3.91% from 4.00%. The rate earned on assets decreased during 2016 over 2015 primarily due to lower net interest recoveries of $1.41 million or 6 basis points largely related to one commercial loan relationship. Total cost of average interest-bearing liabilities increased 9 basis points to 0.61% from 0.52%. The result to the net interest margin, or the ratio of net interest income to average earning assets, was a decrease of 16 basis points.

The largest contributor to the decrease in the yield on average earning assets for the six months ended June 30, 2016, compared to the six months ended June 30, 2015, was a reduction in yields on net loans and leases of 13 basis points due to the aforementioned net interest recoveries in 2015 which impacted the yield on net loans and leases by 8 basis points. Average net loans and leases increased $319.32 million or 8.54%. Total average investment securities increased $9.78 million or 1.24%. Average mortgages held for sale decreased $3.11 million or 23.52%. Average other investments, which include federal funds sold, time deposits with other banks, Federal Reserve Bank excess balances, Federal Reserve Bank and Federal Home Loan Bank stock and commercial paper, increased $26.10 million or 80.63%.

Average interest-bearing deposits increased $254.15 million or 8.30% for the first six months of 2016 over the same period in 2015. The effective rate paid on average interest-bearing deposits increased 10 basis points to 0.46% compared to 0.36%. The increase in the average cost of interest-bearing deposits was primarily the result of higher rates on certificates of deposit and accelerated discount amortization on called brokered certificates of deposit during the first quarter of 2016.

Average short-term borrowings decreased $10.90 million or 4.76% for the first six months of 2016 compared to the same period in 2015. Interest paid on short-term borrowings increased 5 basis points. The decrease in short-term borrowings was primarily the result of decreased borrowings with the Federal Home Loan Bank (FHLB). Average long-term debt and mandatorily redeemable securities increased $7.14 million or 12.51%. Interest paid on long-term debt and mandatorily redeemable securities increased 22 basis points. The increase was due to higher rates on mandatorily redeemable securities.

PROVISION AND RESERVE FOR LOAN AND LEASE LOSSES

The provision for loan and lease losses for the three and six month ~~period~~periods ended ~~March 31,~~June 30, 2016 was ~~$0.98~~$2.05 million and $3.02 million compared to a provision for loan and lease losses in the three and six month ~~period~~periods ended ~~March 31,~~June 30, 2015 of ~~$0.36 million.~~$0.81 million and $1.17 million respectively. Net recoveries of ~~$0.21~~$0.11 million were recorded for the ~~first~~second quarter 2016, compared to net ~~charge-offs~~recoveries of ~~$0.33~~$0.68 million for the same quarter a year ago.

Year-to-date net recoveries of $0.32 million have been recorded in 2016, compared to net recoveries of $0.35 million through June 30, 2015.

Weaknesses negatively impacting the U.S. recovery, are geopolitical events. Current concerns include Brexit which will likely result in greater volatility in the ~~unrelenting decline in oil prices,~~EU and additional upward pressure on the dollar negatively impacting exports, the continued slowdown in China, the ~~weak EU economies, the recessionary pressures~~ongoing corruption scandals, political uncertainty and contracting GDP in ~~Japan and~~ Brazil, ~~(with the resultant decline in the value of the real),~~ and the heightened concerns of terrorist attacks. We include a factor in our loss ratios for the global risk, as we are increasingly aware of the threat that global concerns may affect our customers. While we are unable to determine with any precision the impact of global economic and political issues on our loan portfolios, we feel the risks are real and significant. We believe there is a risk of negative consequences for our borrowers that would affect their ability to repay their financial obligations. Therefore, we continue to include a factor for global risk in our analysis for the ~~first~~second quarter of 2016.

Another area of concern continues to be our aircraft portfolio where we have a collateral concentration and ~~$209~~$230 million in foreign exposure. The aircraft industry was among the sectors affected most by the sluggish economy. We have seen ~~some~~ evidence that depressed private jet markets have stabilized. As the U.S. economy ~~slowly improves,~~continues to improve, the industry is likely to benefit and we should see ~~a decrease in the fleet of unsold pre-owned aircraft which will result in~~ further strengthening of values. Nevertheless, we remain concerned about the prolonged low prices for several models. We also have some foreign exposure in this portfolio, particularly in Mexico and Brazil. Brazil is suffering from ~~their~~its worst recession in twenty-five years. We continue to monitor individual customer performance and assess risks in the portfolio as a whole. We do not see a clear trend of improvement or deterioration. We have assessed our reserve ratios, which were established based on the higher and more volatile loss histories and believe our reserve ratios remain appropriate.

On ~~March 31,~~June 30, 2016, 30 day and over loan and lease delinquencies were 0.28% compared to ~~0.40%~~0.30% on ~~March 31,~~June 30, 2015. The decrease in delinquencies is largely attributable to the aircraft ~~portfolio.~~and consumer portfolios. The reserve for loan and lease losses as a percentage of loans and leases outstanding at the end of the period was ~~2.21%~~2.20% as compared to ~~2.30%~~2.25% one year ago. A summary of loan and lease loss experience during the three and six months ended ~~March 31,~~June 30, 2016 and 2015 is located in Note 5 of the Consolidated Financial Statements.

A loan or lease is considered impaired, based on current information and events, if it is probable that we will be unable to collect the scheduled payments of principal or interest when due according to the contractual terms of the loan or lease agreement. We evaluate loans and leases exceeding $100,000 for impairment and establish a specific reserve as a component of the reserve for loan and lease losses when it is probable all amounts due will not be collected pursuant to the contractual terms of the loan or lease and the recorded investment in the loan or lease exceeds its fair value. A summary of impaired loans as of ~~March 31,~~June 30, 2016 and December 31, 2015 is reflected in Note 4 of the Consolidated Financial Statements.

NONPERFORMING ASSETS

The following table shows nonperforming assets.


(Dollars in thousands)	March 31, 2016		December 31, 2015		March 31, 2015		June 30, 2016		December 31, 2015		June 30, 2015
Loans and leases past due 90 days or more	$	728	$	122	$	190	$	275	$	122	$	278
Nonaccrual loans and leases	12,982		12,718		21,359		12,579		12,718		15,082
Other real estate	330		736		892		452		736		301
Former bank premises held for sale	—		—		626		—		—		626
Repossessions	7,201		6,927		4,607		7,619		6,927		5,433
Equipment owned under operating leases	113		121		36		107		121		—
Total nonperforming assets	$	21,354	$	20,624	$	27,710	$	21,032	$	20,624	$	21,720

Nonperforming assets as a percentage of total loans and leases were ~~0.51%~~0.49% at ~~March 31,~~June 30, 2016, 0.50% at December 31, 2015, and ~~0.73%~~0.55% at ~~March 31,~~June 30, 2015. Nonperforming assets totaled ~~$21.35~~$21.03 million at ~~March 31,~~June 30, 2016, an increase of ~~3.54%~~1.98% from the $20.62 million reported at December 31, 2015, and a ~~22.94%~~3.17% decrease from the ~~$27.71~~$21.72 million reported at ~~March 31,~~June 30, 2015. The increase in nonperforming assets during the first ~~three~~six months of 2016 was related to an increase in repossessions and loans and leases past due 90 days or more offset by a decrease in nonaccrual loans and leases and ~~repossessions offset by~~ sales of other real estate. The decrease in nonperforming assets at ~~March 31,~~June 30, 2016 from ~~March 31,~~June 30, 2015 occurred primarily in nonaccrual loans and leases and the sale of ~~other real estate.~~a former bank premises.

The increase in loans past due 90 days or more at ~~March 31,~~June 30, 2016 from December 31, 2015 ~~primarily~~ occurred in the residential real estate and home equity ~~portfolio.~~and consumer portfolios. The ~~increase~~decrease in nonaccrual loans and leases at ~~March 31,~~June 30, 2016 from December 31, 2015 occurred primarily in the commercial and agricultural and residential real estate portfolios offset by increases in the commercial real estate and consumer portfolios. The decrease in nonaccrual loans and leases at ~~March 31,~~June 30, 2016 from ~~March 31,~~June 30, 2015 occurred primarily in the aircraft, ~~commercial~~residential real estate and commercial real estate portfolios offset by increases in the commercial and agricultural and consumer portfolios. A summary of nonaccrual loans and leases and past due aging for the period ended ~~March 31,~~June 30, 2016 and December 31, 2015 is located in Note 4 of the Consolidated Financial Statements.

Other real estate is the result of foreclosing on real estate in the local market for which we have a current appraisal and are well secured. Other real estate ~~decreased~~increased slightly over the past year due to current foreclosures outpacing sales of existing ~~properties outpacing current foreclosures.~~

properties.

Repossessions consisted mainly of aircraft financing. At the time of repossession, the recorded amount of the loan or lease is written down to the fair value of the equipment or vehicle by a charge to the reserve for loan and lease losses or other income, if a positive adjustment, unless the equipment is in the process of immediate sale. Any subsequent fair value write-downs or write-ups, to the extent of previous write-downs, are included in noninterest expense.

The following table shows a summary of other real estate and repossessions.


(Dollars in thousands)	March 31, 2016		December 31, 2015		March 31, 2015		June 30, 2016		December 31, 2015		June 30, 2015
Commercial and agricultural	$	30	$	564	$	—	$	73	$	564	$	—
Auto and light truck	—		10		40		—		10		—
Medium and heavy duty truck	—		—		—		—		—		—
Aircraft financing	6,828		6,916		4,543
Construction equipment financing	360		—		—
Aircraft							7,188		6,916		5,404
Construction equipment							360		—		—
Commercial real estate	120		—		465		120		—		284
Residential real estate and home equity	154		159		141		303		159		—
Consumer	39		14		310		27		14		46
Total	$	7,531	$	7,663	$	5,499	$	8,071	$	7,663	$	5,734

For financial statement purposes, nonaccrual loans and leases are included in loan and lease outstandings, whereas repossessions and other real estate are included in other assets.

Foreign Outstandings — Our foreign loan and lease outstandings, all denominated in U.S. dollars were ~~$208.70~~$229.98 million and $205.83 million as of ~~March 31,~~June 30, 2016 and December 31, 2015, respectively. Foreign loans and leases are in aircraft financing. Loan and lease outstandings to borrowers in Brazil and Mexico were ~~$81.64~~$78.78 million and ~~$115.09~~$136.45 million as of ~~March 31,~~June 30, 2016, respectively, compared to $76.79 million and $116.73 million as of December 31, 2015, respectively. As of ~~March 31,~~June 30, 2016 and December 31, 2015 there was not a significant concentration in any other country.

NONINTEREST INCOME

The following table shows the details of noninterest income.

Three Months Ended
March 31,
(Dollars in thousands) 2016 2015 $ Change % Change
Noninterest income:

Trust fees $ 4,623
$ 4,557
66
1.45 %
Service charges on deposit accounts 2,107
2,197
(90 ) (4.10 )%
Debit card income 2,599
2,399
200
8.34 %
Mortgage banking income 1,046
1,251
(205 ) (16.39 )%
Insurance commissions 1,563
1,305
258
19.77 %
Equipment rental income 6,073
5,079
994
19.57 %
Gains on investment securities available-for-sale 10
—
10
NM
Other income 3,606
2,963
643
21.70 %
Total noninterest income $ 21,627
$ 19,751
1,876
9.50 %



	Three Months Ended June 30,									Six Months Ended June 30,
(Dollars in thousands)	2016			2015		$ Change		% Change		2016			2015		$ Change		% Change
Noninterest income:
Trust fees	$	5,108		$	5,247	(139	)	(2.65	)%	$	9,731		$	9,804	(73	)	(0.74	)%
Service charges on deposit accounts	2,276			2,367		(91	)	(3.84	)%	4,383			4,564		(181	)	(3.97	)%
Debit card	2,816			2,628		188		7.15	%	5,415			5,027		388		7.72	%
Mortgage banking	1,115			1,239		(124	)	(10.01	)%	2,161			2,490		(329	)	(13.21	)%
Insurance commissions	1,233			1,382		(149	)	(10.78	)%	2,796			2,687		109		4.06	%
Equipment rental	6,517			5,342		1,175		22.00	%	12,590			10,421		2,169		20.81	%
Gains on investment securities available-for-sale	(209		)	4		(213	)	NM		(199		)	4		(203	)	NM
Other	3,441			3,322		119		3.58	%	7,047			6,285		762		12.12	%
Total noninterest income	$	22,297		$	21,531	766		3.56	%	$	43,924		$	41,282	2,642		6.40	%

NM = Not Meaningful

Trust fees ~~increased~~decreased slightly for the three and six months ended ~~March 31,~~June 30, 2016 over the same ~~period~~periods a year ago. Trust fees are largely based on the number and size of client relationships and the market value of assets under management. The market value of trust assets under management at ~~March 31,~~June 30, 2016 and December 31, 2015 was ~~$3.89~~$3.93 billion and $3.78 billion, respectively.

Service charges on deposit accounts declined for the three and six months ended ~~March 31,~~June 30, 2016 over the comparable ~~period~~periods one year ago. The decrease in service charges on deposit accounts primarily reflects a lower volume of nonsufficient fund transactions and a decrease in paper statement fees as clients continue to move to online access for account statements.

Debit card income increased in the three and six months ended ~~March 31,~~June 30, 2016 over the same ~~period~~periods a year ago. The improvement in debit card income was mainly the result of an increased volume of debit card transactions in 2016.

Mortgage banking income decreased in the ~~first quarter of~~three and six months ended June 30, 2016 as compared to the ~~first~~same periods a year ago. The decrease in the second quarter of ~~2015. This variance~~2016 compared to the second quarter of 2015 was ~~primarily~~ caused by ~~decreased gains on loan sales and~~ lower secondary market loan production ~~offset~~and a decrease in servicing fees. The decrease for the first six months of 2016 compared with the same period a year ago was primarily caused by ~~a reduction in MSR amortization expense.~~lower secondary market loan production.

Insurance commissions ~~increased~~declined during the three months ended ~~March 31,~~June 30, 2016 over the same period a year ago. The decrease in insurance commissions was primarily due to receiving contingency commissions during the second quarter in 2016 and the first quarter in 2015. Insurance commissions increased for the six months ended June 30, 2016 compared to the same period in ~~2015. The~~2015 due to an increase in ~~insurance commissions was primarily due to~~the book of business and higher contingency commissions received during ~~the first quarter of 2016 compared to the same period a year ago.~~2016.

Equipment rental income grew for the three and six months ended ~~March 31,~~June 30, 2016 over the comparable ~~period~~periods one year ago. The increase was the result of the average equipment rental portfolio increasing ~~34.42%~~32.58% over the same period a year ago due to improving market conditions for equipment finance mainly in ~~construction equipment,~~ auto and light trucks, ~~and~~ medium and heavy duty ~~trucks.~~trucks and aircraft. The increase in equipment rental income was offset by a similar increase in depreciation on equipment owned under operating leases.

~~Gains~~Losses on investment securities available-for-sale ~~were flat~~ during the ~~first quarter of~~three and six months ended June 30, 2016 compared to the ~~first quarter~~same periods in 2015 were the result of ~~2015.~~an other than temporary impairment charge of $0.29 million on a marketable equity security offset by gains on the sale of U.S. States and political subdivisions securities.

Other income increased for the three and six months ended ~~March 31,~~June 30, 2016 over the same ~~period~~periods a year ago. The increase during the second quarter of 2016 compared to the second quarter of 2015 was the result of gains on the liquidation of a partnership investment required by the Volcker Rule and higher mutual fund income offset by lower monogram fund income, a reduction in claim proceeds from bank owned life insurance and decreased customer swap fees. The higher income during the first ~~three~~six months of 2016 compared to the same period a year ago was mainly due to gains on the liquidation of a partnership ~~investments, increased customer swap fees~~investment required by the Volcker Rule and higher mutual fund income offset by lower monogram fund ~~income.~~income and a reduction in claim proceeds from bank owned life insurance.

NONINTEREST EXPENSE

The following table shows the details of noninterest expense.

Three Months Ended
March 31,
(Dollars in thousands) 2016 2015 $ Change % Change
Noninterest expense:

Salaries and employee benefits $ 21,351
$ 20,925
426
2.04 %
Net occupancy expense 2,501
2,461
40
1.63 %
Furniture and equipment expense 4,790
4,336
454
10.47 %
Depreciation - leased equipment 5,101
4,088
1,013
24.78 %
Professional fees 1,219
870
349
40.11 %
Supplies and communication 1,508
1,406
102
7.25 %
FDIC and other insurance 879
849
30
3.53 %
Business development and marketing expense 980
1,049
(69 ) (6.58 )%
Loan and lease collection and repossession expense 427
363
64
17.63 %
Other expense 1,949
1,714
235
13.71 %
Total noninterest expense $ 40,705
$ 38,061
2,644
6.95 %



	Three Months Ended June 30,									Six Months Ended June 30,
(Dollars in thousands)	2016		2015			$ Change		% Change		2016		2015		$ Change		% Change
Noninterest expense:
Salaries and employee benefits	$	21,194	$	20,794		400		1.92	%	$	42,545	$	41,719	826		1.98	%
Net occupancy	2,307		2,345			(38	)	(1.62	)%	4,808		4,806		2		0.04	%
Furniture and equipment	4,811		4,531			280		6.18	%	9,601		8,867		734		8.28	%
Depreciation - leased equipment	5,444		4,396			1,048		23.84	%	10,545		8,484		2,061		24.29	%
Professional fees	1,190		1,108			82		7.40	%	2,409		1,978		431		21.79	%
Supplies and communication	1,374		1,409			(35	)	(2.48	)%	2,882		2,815		67		2.38	%
FDIC and other insurance	911		847			64		7.56	%	1,790		1,696		94		5.54	%
Business development and marketing	1,025		1,214			(189	)	(15.57	)%	2,005		2,263		(258	)	(11.40	)%
Loan and lease collection and repossession	385		(294		)	679		NM		812		69		743		NM
Other	1,393		1,891			(498	)	(26.34	)%	3,342		3,605		(263	)	(7.30	)%
Total noninterest expense	$	40,034	$	38,241		1,793		4.69	%	$	80,739	$	76,302	4,437		5.82	%

Salaries and employee benefits increased for the three and six months ended ~~March 31,~~June 30, 2016 compared to the same periods in 2015. The increase for the second quarter 2016 was mainly due to higher base salary expense and increased group insurance costs offset by lower executive incentives. Higher base salary expense was primarily due to normal performance raises. Group insurance costs increased due to the timing of health insurance claims received in the second quarter 2016 versus the first quarter 2016. The increase for the first six months of 2016 compared to the same period in ~~2015. The increase for the first quarter 2016~~2015 was mainly due to higher base salary expense offset by lower group insurance ~~costs.~~costs and a reduction in executive incentives. Higher base salary expense was primarily due to ~~more full-time equivalent employees as a result of opening a new banking center in June 2015, filling other open positions and~~ normal performance raises. Group insurance costs decreased as a result of overall lower health insurance claims experience.

Net occupancy expense ~~increased slightly~~was flat during the ~~first quarter of~~three and six months ended June 30, 2016 compared to the same ~~period~~periods in 2015.

Furniture and equipment expense, including depreciation, increased during the ~~first quarter of~~three and six months ended June 30, 2016 compared to the same ~~period~~periods in 2015. Furniture and equipment expense was higher in 2016 mainly due to increased computer processing charges, software, ~~and~~ equipment maintenance costs and ~~depreciation.~~depreciation on new equipment with banking center remodels.

During the second quarter and first ~~quarter~~six months of 2016, depreciation on leased equipment increased in conjunction with the increase in equipment rental income as compared to the same period one year ago.

Professional fees ~~grew~~were slightly higher during the ~~first~~second quarter of 2016 compared to the same period a year ago. Professional fees ~~increased~~grew during the first six months of 2016 compared to the same period in ~~2016 primarily~~2015 mainly due to higher legal fees and increased utilization of consulting services offset by lower audit fees.

Supplies and communication expense increased for the three months ended March 31, 2016 compared to the same period in 2015. The increase in 2016 was mainly the result of continuing to replace debit cards with the new embedded EMV chip technology.

~~FDIC and other insurance increased~~decreased slightly during the ~~first~~second quarter of 2016 compared to the same period a year ago and increased slightly for the first six months of 2016 compared with the same period a year ago.

FDIC and other insurance increased slightly during the three and six months ended June 30, 2016 compared to the same periods a year ago.

Business development and marketing expense decreased for the three and six months ended ~~March 31,~~June 30, 2016 versus the three and six months ended ~~March 31,~~June 30, 2015. The lower expense in 2016 was primarily the result of decreased marketing promotions.

Loan and lease collection and repossession expense increased for the three and six months ended ~~March 31,~~June 30, 2016 compared to the same periods in 2015. The increase during the second quarter of 2016 over the same period ~~in 2015~~a year ago was primarily due to lower recoveries on repurchased mortgage loans, fewer gains on the sale of other real estate and ~~repossessions offset by decreased~~increased valuation ~~adjustments~~adjustments. Loan and ~~lower~~lease collection and repossession ~~expenses.~~

~~Other expenses were higher during~~expense increased for the first ~~quarter~~six months of 2016 as compared to the same period in 2015 mainly due to lower gains on the sale of other real estate owned and repossessions and lower recoveries on repurchased mortgage loans offset by decreased valuation adjustments.

Other expenses were lower during the three and six months ended June 30, 2016 compared to the same periods in 2015. The ~~increase~~decrease during the ~~first~~second quarter of 2016 over a year ago primarily related to ~~higher~~fewer write-downs on fixed assets, lower employment and relocation expenses, reduced residential mortgage foreclosure expenses and debit card losses offset by an increase in provision on unfunded loan commitments and swap valuation ~~adjustments offset by~~adjustments. The decrease during the first six months of 2016 compared to the same period in 2015 were mainly the result of lower expenses related to a previously reported proceeding that involved the Bank as trustee, ~~and~~fewer write-downs on fixed assets, reduced intangible asset amortization as items fully ~~amortize.~~amortize and a decrease in employment and relocation expenses offset by an increase in provision on unfunded loan commitments and higher swap valuation adjustments.

INCOME TAXES

The provision for income taxes for the three and six month ~~period~~periods ended ~~March 31,~~June 30, 2016 was ~~$7.42~~$8.03 million and $15.45 million respectively, compared to ~~$7.26~~$8.51 million and $15.77 million for the same ~~period~~periods in 2015. The effective tax rates were ~~34.93%~~35.67% and ~~34.95%~~35.26% for the ~~first~~second quarter ended ~~March 31,~~June 30, 2016 and 2015, respectively and 35.31% and 35.12% for the six months ended June 30, 2016 and 2015 respectively.

ITEM 3.

QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

There have been no material changes in market risks faced by 1st Source since December 31, 2015. For information regarding our market risk, refer to 1st Source’s Annual Report on Form 10-K for the year ended December 31, 2015.

ITEM 4.

CONTROLS AND PROCEDURES

As of the end of the period covered by this report an evaluation was carried out, under the supervision and with the participation of our management, including the Chief Executive Officer and Chief Financial Officer, of the effectiveness of the design and operation of our disclosure controls and procedures (as defined in Rule 13a-15(e) under the Securities Exchange Act of 1934) pursuant to Exchange Act Rule 13a-14. Based upon that evaluation, the Chief Executive Officer and Chief Financial Officer concluded that, at ~~March 31,~~June 30, 2016, our disclosure controls and procedures were effective in ensuring that information required to be disclosed by 1st Source in reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the Securities and Exchange Commission’s rules and forms and are designed to ensure that information required to be disclosed in those reports is accumulated and communicated to management as appropriate to allow timely decisions regarding required disclosure.

In addition, there were no changes in our internal control over financial reporting (as defined in Exchange Act Rule 13a-15(f)) during the ~~first~~second fiscal quarter of 2016 that have materially affected, or are reasonably likely to materially affect, our internal controls over financial reporting.

PART II. OTHER INFORMATION

ITEM 1. Legal Proceedings.

1st Source and its subsidiaries are involved in various legal proceedings incidental to the conduct of our businesses. Management does not expect that the outcome of any such proceedings will have a material adverse effect on our consolidated financial position or results of operations.

ITEM 1A. Risk Factors.

There have been no material changes in risks faced by 1st Source since December 31, 2015. For information regarding our risk factors, refer to 1st Source’s Annual Report on Form 10-K for the year ended December 31, 2015.

ITEM 2. Unregistered Sales of Equity Securities and Use of Proceeds

ISSUER PURCHASES OF EQUITY SECURITIES

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 (or Approximate Dollar Value) of Shares that may yet be Purchased Under the Plans or Programs
January 01 - 31, 2016 46,052
$ 28.96
46,052
1,611,400
February 01 - 29, 2016 223,615
29.84
223,615
1,387,785
March 01 - 31, 2016 —
—
—
1,387,785



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 (or Approximate Dollar Value) of Shares that may yet be Purchased Under the Plans or Programs
April 01 - 30, 2016	—	$	—	—	1,387,785
May 01 - 31, 2016	—	—		—	1,387,785
June 01 - 30, 2016	—	—		—	1,387,785

* 1st Source maintains a stock repurchase plan that was authorized by the Board of Directors on July 24, 2014. Under the terms of the plan, 1st Source may repurchase up to 2,000,000** shares of its common stock from time to time to mitigate the potential dilutive effects of stock-based incentive plans and other potential uses of common stock for corporate purposes. Since the inception of the plan, 1st Source has repurchased a total of 612,215** shares.

**Unadjusted for 10% stock dividend declared July 22, 2015 and issued on August 14, 2015.

ITEM 3. Defaults Upon Senior Securities.

None

ITEM 4. Mine Safety Disclosures.

None

ITEM 5. Other Information.

None

ITEM 6. Exhibits

The following exhibits are filed with this report:



31.1		Certification of Chief Executive Officer required by Rule 13a-14(a).

31.2		Certification of Chief Financial Officer required by Rule 13a-14(a).

32.1		Certification pursuant to 18 U.S.C. Section 1350 of Chief Executive Officer.

32.2		Certification pursuant to 18 U.S.C. Section 1350 of Chief Financial Officer.

101.INS		XBRL Instance Document

101.SCH		XBRL Taxonomy Extension Schema Document

101.CAL		XBRL Taxonomy Extension Calculation Linkbase Document

101.LAB		XBRL Taxonomy Extension Labels Linkbase Document

101.PRE		XBRL Taxonomy Extension Presentation Linkbase Document

101.DEF		XBRL Taxonomy Extension Definition Linkbase Document

SIGNATURES

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



		1st Source Corporation



DATE	~~April~~July 21, 2016	/s/ CHRISTOPHER J. MURPHY III
		Christopher J. Murphy III Chairman of the Board and CEO


DATE	~~April~~July 21, 2016	/s/ ANDREA G. SHORT
		Andrea G. Short Treasurer and Chief Financial Officer Principal Accounting Officer

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