FORM 10-Q

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

___________________

☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE

SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended June 30, ~~2020~~2021

☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE

SECURITIES EXCHANGE ACT OF 1934

For the Transition Period from _______ to _______

Commission File Number 0-17071

~~0-17071~~

FIRST MERCHANTS ~~CORPORATION~~CORPORATION

(Exact name of registrant as specified in its charter)

Indiana35-1544218

(State or other jurisdiction of (I.R.S. Employer

incorporation or organization) Identification No.)

200 East Jackson Street,, Muncie,, IN47305-2814

(Address of principal executive offices) (Zip code)

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

Not Applicable

(Former name, former address and former fiscal year,

if changed since last report)

Securities registered pursuant to Section 12(b) of the Act:



Title of Each Class	Trading Symbol(s)	Name of each exchange on which registered
Common Stock, $0.125 stated value per share	FRME	Nasdaq Global Select Market

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

Indicate by check mark whether the registrant has submitted electronically every interactive data file required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐

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

Large Accelerated Filer

☒

Accelerated Filer

☐

Non-Accelerated Filer

☐

Smaller Reporting Company

☐

Emerging Growth Company

☐

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

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

As of August 4, ~~2020,~~2021, there were ~~54,124,467~~54,163,660 outstanding common shares of the registrant.

Table of Contents

TABLE OF CONTENTS

FIRST MERCHANTS CORPORATION


			Page No.
Glossary of Defined Terms			3

				~~Page No.~~
~~Glossary of Defined Terms~~	3

Part I. Financial Information
Item 1.		Financial Statements:
		Consolidated Condensed Balance Sheets	4
		Consolidated Condensed Statements of Income	5
		Consolidated Condensed Statements of Comprehensive Income	6
		Consolidated Condensed Statements of Stockholders' Equity	7
		Consolidated Condensed Statements of Cash Flows	9
		Notes to Consolidated Condensed Financial Statements	10
Item 2.		Management's Discussion and Analysis of Financial Condition and Results of Operations	4142
Item 3.		Quantitative and Qualitative Disclosures About Market Risk	6059
Item 4.		Controls and Procedures	6160

Part II. Other Information
Item 1.		Legal Proceedings	6261
Item 1A.		Risk Factors	6261
Item 2.		Unregistered Sales of Equity Securities and Use of Proceeds	6361
Item 3.		Defaults Upon Senior Securities	6361
Item 4.		Mine Safety Disclosures	6361
Item 5.		Other Information	6361
Item 6.		Exhibits	6462

Signatures			6563

Table of Contents

GLOSSARY OF DEFINED TERMS

FIRST MERCHANTS CORPORATION



~~ASC~~
ACL		Allowance for Credit Losses
Ameribor		The American interbank offered rate, a potential replacement for LIBOR, is a benchmark interest rate calculated as a volume-weighted average of the daily transactions in overnight unsecured loans on the American Financial Exchange, LLC, a self-regulated electronic exchange for direct lending by American banks and financial institutions.
ASC		Accounting Standards Codification
ASU		Accounting Standards Update
Bank		First Merchants Bank, a wholly-owned subsidiary of the Corporation
CAA		The 2021 Consolidated Appropriations Act, signed into law on December 27, 2020, which included the Economic Aid to Hard-Hit-Small Businesses, Nonprofits, and Venues Act, amending the CARES Act.
CARES Act		Coronavirus Aid, Relief and Economic Security Act
~~CET1~~CECL		Current expected credit losses
CET1		Common Equity Tier 1
~~CMT~~		~~Constant Maturity Treasury~~
~~Corporation~~


Corporation		First Merchants Corporation
COVID or COVID-19		2019 novel coronavirus disease, which was declared a pandemic by the World Health Organization on March 11, 2020.
Durbin Amendment		An amendment to the Dodd-Frank Wall Street Reform and Consumer Protection Act that requires interchange fees for certain electronic debit transactions be “reasonable and proportional” to the costs incurred by issuers for processing such transactions.
Economic Impact Payments		Economic stimulus payments of up to $1,200 per adult and $500 per child, subject to eligibility requirements and certain limitations, as established under the CARES Act and distributed by the IRS.
ESPP		Employee Stock Purchase Plan
FASB		Financial Accounting Standards Board
FDIC		Federal Deposit Insurance Corporation
Federal Reserve		Board of Governors of the Federal Reserve System
FHLB		Federal Home Loan Bank
FOMC		Federal Open Market Committee, the monetary policymaking body of the Federal Reserve System.
FTE		Fully taxable equivalent
GAAP		U.S. Generally Accepted Accounting Principles
~~IRS~~Hoosier		~~Internal Revenue Service~~
~~MBT~~	~~MBT Financial Corp.,~~Hoosier Trust Company, which was acquired by the ~~Corporation~~Bank on ~~September~~April 1, ~~2019~~2021.
~~OREO~~IRS		Internal Revenue Service



OREO		Other real estate owned
PPP		Paycheck Protection Program, which was established by the CARES Act and implemented by the Small Business Administration to provide small business loans.
PPPL Facility		Paycheck Protection Program Liquidity Facility, which was established by the Federal ~~Reserve.~~Reserve to provide funds to eligible financial institutions, such as the Bank, for purposes of making loans under the PPP.
RSA		Restricted Stock Awards
~~TEFRA~~
TEFRA		Tax Equity and Fiscal Responsibility Act

Table of Contents

PART I. FINANCIAL INFORMATION

ITEM 1. CONSOLIDATED CONDENSED FINANCIAL STATEMENTS

(table dollar amounts in thousands, except share data)

CONSOLIDATED CONDENSED BALANCE SHEETS


	June 30, 2021		December 31, 2020
	(Unaudited)
ASSETS
Cash and cash equivalents	$	167,596	$	192,896
Interest-bearing deposits	438,863		392,305
Investment securities available for sale	2,426,900		1,919,119
Investment securities held to maturity, net of allowance for credit losses of $245 and $0 (fair value of $1,760,847 and $1,280,293)	1,721,414		1,227,668
Loans held for sale	18,582		3,966
Loans	9,121,250		9,243,174
Less: Allowance for credit losses - loans 1	(199,775)		(130,648)
Net loans	8,921,475		9,112,526
Premises and equipment	103,822		111,062
Federal Home Loan Bank stock	28,736		28,736
Interest receivable	54,173		53,948

Goodwill	545,385		543,918
Other intangibles	28,401		28,975
Cash surrender value of life insurance	294,462		292,745
Other real estate owned	601		940
Tax asset, deferred and receivable	36,924		12,340
Other assets	135,763		146,066
TOTAL ASSETS	$	14,923,097	$	14,067,210
LIABILITIES
Deposits:
Noninterest-bearing	$	2,479,853	$	2,298,138
Interest-bearing	9,723,547		9,063,472
Total Deposits	12,203,400		11,361,610
Borrowings:

Securities sold under repurchase agreements	146,904		177,102
Federal Home Loan Bank advances	334,243		389,430
Subordinated debentures and other borrowings	118,498		118,380
Total Borrowings	599,645		684,912
Interest payable	2,929		3,287
Other liabilities	245,323		141,756
Total Liabilities	13,051,297		12,191,565
COMMITMENTS AND CONTINGENT LIABILITIES	0		0
STOCKHOLDERS' EQUITY




Cumulative Preferred Stock, $1,000 par value, $1,000 liquidation value:
Authorized - 600 shares
Issued and outstanding - 125 shares	125		125
Common Stock, $0.125 stated value:
Authorized - 100,000,000 shares
Issued and outstanding - 53,972,386 and 53,922,359 shares	6,747		6,740
Additional paid-in capital	1,009,182		1,005,366
Retained earnings	795,666		788,578
Accumulated other comprehensive income	60,080		74,836
Total Stockholders' Equity	1,871,800		1,875,645
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY	$	14,923,097	$	14,067,210

June 30,
2020
December 31,
2019

(Unaudited)
ASSETS

Cash and cash equivalents $ 229,759

$ 177,201
Interest-bearing time deposits 380,021

118,263
Investment securities available for sale 1,890,593

1,790,025
Investment securities held to maturity (fair value of $941,426 and $827,566) 898,786

806,038
Loans held for sale 901

9,037
Loans, net of allowance for loan losses of $121,119 and $80,284 9,177,422

8,379,026
Premises and equipment 112,548

113,055
Federal Home Loan Bank stock 28,736

28,736
Interest receivable 57,063

48,901
Goodwill 543,918

543,918
Other intangibles 31,937

34,962
Cash surrender value of life insurance 290,715

288,206
Other real estate owned 7,367

7,527
Tax asset, deferred and receivable 13,126

12,165
Other assets 156,486

100,194
TOTAL ASSETS $ 13,819,378

$ 12,457,254
LIABILITIES

Deposits:

Noninterest-bearing $ 2,260,351

$ 1,736,396
Interest-bearing 8,705,637

8,103,560
Total Deposits 10,965,988

9,839,956
Borrowings:

Federal funds purchased —

55,000
Securities sold under repurchase agreements 181,150

187,946
Federal Home Loan Bank advances 400,817

351,072
Subordinated debentures and other borrowings 285,197

138,685
Total Borrowings 867,164

732,703
Interest payable 5,587

6,754
Other liabilities 171,544

91,404
Total Liabilities 12,010,283

10,670,817
COMMITMENTS AND CONTINGENT LIABILITIES

STOCKHOLDERS' EQUITY

Cumulative Preferred Stock, $1,000 par value, $1,000 liquidation value:

Authorized - 600 shares

Issued and outstanding - 125 shares 125

125
Common Stock, $.125 stated value:

Authorized - 100,000,000 shares

Issued and outstanding - 53,795,500 and 55,368,482 shares 6,724

6,921
Additional paid-in capital 1,002,962

1,054,997
Retained earnings 735,439

696,520
Accumulated other comprehensive income 63,845

27,874
Total Stockholders' Equity 1,809,095

1,786,437
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY $ 13,819,378

$ 12,457,254
1 Beginning January 1, 2021, the amount is based on the current expected credit loss methodology. Prior to January 1, 2021, the amount is based on the incurred loss methodology. See additional details in NOTE 1. GENERAL of these Notes to Consolidated Condensed Financial Statement.

See NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS.

Table of Contents

PART I. FINANCIAL INFORMATION

ITEM 1. CONSOLIDATED CONDENSED FINANCIAL STATEMENTS

(table dollar amounts in thousands, except share data)

CONSOLIDATED CONDENSED STATEMENTS OF INCOME

(Unaudited)


	Three Months Ended June 30,				Six Months Ended June 30,
	2021		2020		2021		2020
INTEREST INCOME
Loans receivable:
Taxable	$	87,002	$	87,312	$	172,107	$	183,964
Tax exempt	5,545		5,359		10,884		10,674
Investment securities:
Taxable	7,440		6,147		14,135		13,778
Tax exempt	13,071		10,019		25,456		19,354

Deposits with financial institutions	129		134		243		709
Federal Home Loan Bank stock	88		281		266		580
Total Interest Income	113,275		109,252		223,091		229,059
INTEREST EXPENSE
Deposits	5,823		12,707		12,023		34,455
Federal funds purchased	2		2		4		113
Securities sold under repurchase agreements	75		92		162		444
Federal Home Loan Bank advances	1,452		1,794		2,894		3,568
Subordinated debentures and other borrowings	1,659		1,639		3,316		3,584
Total Interest Expense	9,011		16,234		18,399		42,164
NET INTEREST INCOME	104,264		93,018		204,692		186,895
Provision for credit losses - loans	0		21,895		0		41,647
NET INTEREST INCOME AFTER PROVISION FOR CREDIT LOSSES	104,264		71,123		204,692		145,248
OTHER INCOME
Service charges on deposit accounts	5,596		4,312		10,860		10,282
Fiduciary and wealth management fees	7,510		5,601		13,932		11,586
Card payment fees	4,159		6,097		8,526		12,004
Net gains and fees on sales of loans	8,325		3,674		12,311		7,037
Derivative hedge fees	943		1,042		1,260		2,981
Other customer fees	368		333		736		731
Increase in cash surrender value of life insurance	1,205		1,231		2,394		2,591
Gains on life insurance benefits	0		95		147		95
Net realized gains on sales of available for sale securities	1,761		3,068		3,560		7,680
Other income	1,017		1,028		1,249		1,293
Total Other Income	30,884		26,481		54,975		56,280
OTHER EXPENSES
Salaries and employee benefits	42,438		35,698		81,249		74,941
Net occupancy	5,615		5,447		12,106		11,248
Equipment	4,848		4,489		9,878		8,833
Marketing	1,122		2,092		2,246		3,535
Outside data processing fees	4,698		2,618		8,942		6,817
Printing and office supplies	313		279		596		666
Intangible asset amortization	1,464		1,511		2,821		3,025
FDIC assessments	1,461		1,472		2,829		2,995
Other real estate owned and foreclosure expenses	178		684		912		1,189
Professional and other outside services	2,976		1,553		5,519		3,811
Other expenses	4,182		4,146		8,295		9,100
Total Other Expenses	69,295		59,989		135,393		126,160
INCOME BEFORE INCOME TAX	65,853		37,615		124,274		75,368
Income tax expense	10,294		4,623		19,246		8,113
NET INCOME AVAILABLE TO COMMON STOCKHOLDERS	$	55,559	$	32,992	$	105,028	$	67,255


Per Share Data:
Basic Net Income Available to Common Stockholders	$	1.03	$	0.62	$	1.95	$	1.24
Diluted Net Income Available to Common Stockholders	$	1.03	$	0.62	$	1.94	$	1.24
Cash Dividends Paid	$	0.29	$	0.26	$	0.55	$	0.52
Average Diluted Shares Outstanding (in thousands)	54,184		53,943		54,159		54,430

Three Months Ended
June 30, Six Months Ended
June 30,
2020 2019 2020 2019
INTEREST INCOME
Loans receivable:
Taxable $ 87,312
$ 92,824
$ 183,964
$ 183,305
Tax exempt 5,359
4,244
10,674
8,397
Investment securities:
Taxable 6,147
6,998
13,778
13,093
Tax exempt 10,019
7,454
19,354
14,325
Deposits with financial institutions 134
784
709
1,659
Federal Home Loan Bank stock 281
335
580
673
Total Interest Income 109,252
112,639
229,059
221,452
INTEREST EXPENSE
Deposits 12,707
23,087
34,455
42,681
Federal funds purchased 2
117
113
210
Securities sold under repurchase agreements 92
342
444
672
Federal Home Loan Bank advances 1,794
1,692
3,568
3,506
Subordinated debentures and other borrowings 1,639
2,123
3,584
4,239
Total Interest Expense 16,234
27,361
42,164
51,308
NET INTEREST INCOME 93,018
85,278
186,895
170,144
Provision for loan losses 21,895
500
41,647
1,700
NET INTEREST INCOME AFTER PROVISION FOR LOAN LOSSES 71,123
84,778
145,248
168,444
OTHER INCOME
Service charges on deposit accounts 4,312
5,437
10,282
10,532
Fiduciary and wealth management fees 5,601
3,931
11,586
7,749
Card payment fees 6,097
4,829
12,004
9,655
Net gains and fees on sales of loans 3,674
1,736
7,037
3,031
Derivative hedge fees 1,042
1,487
2,981
2,268
Other customer fees 333
341
731
780
Increase in cash surrender value of life insurance 1,231
927
2,591
1,916
Gains on life insurance benefits 95
19
95
19
Net realized gains on sales of available for sale securities 3,068
1,843
7,680
2,983
Other income 1,028
1,064
1,293
1,394
Total Other Income 26,481
21,614
56,280
40,327
OTHER EXPENSES
Salaries and employee benefits 35,698
32,709
74,941
65,737
Net occupancy 5,447
4,469
11,248
9,496
Equipment 4,489
4,117
8,833
7,759
Marketing 2,092
2,752
3,535
3,826
Outside data processing fees 2,618
3,929
6,817
7,613
Printing and office supplies 279
334
666
649
Intangible asset amortization 1,511
1,520
3,025
3,048
FDIC assessments 1,472
678
2,995
1,385
Other real estate owned and foreclosure expenses 684
903
1,189
2,068
Professional and other outside services 1,553
2,376
3,811
4,260
Other expenses 4,146
3,800
9,100
8,367
Total Other Expenses 59,989
57,587
126,160
114,208
INCOME BEFORE INCOME TAX 37,615
48,805
75,368
94,563
Income tax expense 4,623
7,749
8,113
14,690
NET INCOME AVAILABLE TO COMMON STOCKHOLDERS $ 32,992
$ 41,056
$ 67,255
$ 79,873
Per Share Data:
Basic Net Income Available to Common Stockholders $ 0.62
$ 0.83
$ 1.24
$ 1.62
Diluted Net Income Available to Common Stockholders $ 0.62
$ 0.83
$ 1.24
$ 1.61
Cash Dividends Paid $ 0.26
$ 0.26
$ 0.52
$ 0.48
Average Diluted Shares Outstanding (in thousands) 53,943
49,550
54,430
49,545

See NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS.

Table of Contents

PART I. FINANCIAL INFORMATION

ITEM 1. CONSOLIDATED CONDENSED FINANCIAL STATEMENTS

(table dollar amounts in thousands, except share data)

CONSOLIDATED CONDENSED STATEMENTS OF COMPREHENSIVE INCOME

(Unaudited)


	Three Months Ended June 30,				Six Months Ended June 30,
	2021		2020		2021		2020
Net income	$	55,559	$	32,992	$	105,028	$	67,255
Other comprehensive income (loss):
Unrealized gains/losses on securities available-for-sale:
Unrealized holding gain (loss) arising during the period	32,238		15,880		(15,673)		54,315
Reclassification adjustment for losses (gains) included in net income	(1,761)		(3,068)		(3,560)		(7,680)
Tax effect	(6,400)		(2,691)		4,039		(9,793)
Net of tax	24,077		10,121		(15,194)		36,842

Unrealized gain/loss on cash flow hedges:
Unrealized holding gain (loss) arising during the period	(16)		(145)		42		(1,459)
Reclassification adjustment for losses (gains) included in net income	260		231		513		357
Tax effect	(51)		(18)		(117)		231
Net of tax	193		68		438		(871)






Total other comprehensive income (loss), net of tax	24,270		10,189		(14,756)		35,971
Comprehensive income	$	79,829	$	43,181	$	90,272	$	103,226

Three Months Ended
June 30,
Six Months Ended
June 30,
2020 2019
2020
2019
Net income $ 32,992

$ 41,056

$ 67,255

$ 79,873
Other comprehensive income (loss), net of tax:

Unrealized holding gain (loss) on securities available for sale arising during the period, net of tax of $3,335, $4,822, $11,406, and $10,402 12,545

18,140

42,909

39,130
Unrealized gain (loss) on cash flow hedges arising during the period, net of tax of $31, $148, $306, and $230 (114 )
(553 )
(1,153 )
(862 )
Reclassification adjustment for net gains included in net income, net of tax of $595, $369, $1,538, and $596 (2,242 )
(1,390 )
(5,785 )
(2,244 )
Total other comprehensive income, net of tax 10,189

16,197

35,971

36,024
Comprehensive income $ 43,181

$ 57,253

$ 103,226

$ 115,897

See NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS.

Table of Contents

PART I. FINANCIAL INFORMATION

ITEM 1. CONSOLIDATED CONDENSED FINANCIAL STATEMENTS

(table dollar amounts in thousands, except share data)

CONSOLIDATED CONDENSED STATEMENTS OF STOCKHOLDERS’ EQUITY

(Unaudited)


																				Three Months Ended June 30, 2021
	Three Months Ended June 30, 2020																			Preferred			Common Stock			Additional				Accumulated Other
	Preferred			Common Stock				Additional						Accumulated Other						Shares	Amount		Shares	Amount		Paid in Capital		Retained Earnings		Comprehensive Income		Total
	Shares	Amount		Shares		Amount		Paid in Capital			Retained Earnings			Comprehensive Income		Total
Balances, March 31, 2020	125	$	125	53,754,137		$	6,719	$	1,000,942		$	716,518		$	53,656	$	1,777,960

Balance, March 31, 2021																			Balance, March 31, 2021	125	$	125	53,953,723	$	6,744	$	1,007,300	$	755,877	$	35,810	$	1,805,856
Comprehensive income:																			Comprehensive income:
Net income	—	—		—		—		—			32,992			—		32,992			Net income	—	—		—	—		—		55,559		—		55,559
Other comprehensive income, net of tax	—	—		—		—		—			—			10,189		10,189			Other comprehensive income, net of tax	—	—		—	—		—		—		24,270		24,270
Cash dividends on common stock ($.26 per share)	—	—		—		—		—			(14,071		)	—		(14,071		)
Cash dividends on common stock ($.29 per share)																			Cash dividends on common stock ($.29 per share)	—	—		—	—		—		(15,770)		—		(15,770)

Share-based compensation	—	—		5,259		1		1,212			—			—		1,213			Share-based compensation	—	—		375	—		1,208		—		—		1,208
Stock issued under employee benefit plans	—	—		11,511		1		308			—			—		309			Stock issued under employee benefit plans	—	—		4,185	1		161		—		—		162
Stock issued under dividend reinvestment and stock purchase plan	—	—		15,897		2		433			—			—		435			Stock issued under dividend reinvestment and stock purchase plan	—	—		11,103	2		486		—		—		488
Stock options exercised	—	—		9,000		1		75			—			—		76			Stock options exercised	—	—		3,000	—		27		—		—		27
Restricted shares withheld for taxes	—	—		(304	)	—		(8		)	—			—		(8		)
Balances, June 30, 2020	125	$	125	53,795,500		$	6,724	$	1,002,962		$	735,439		$	63,845	$	1,809,095

Balances, June 30, 2021																			Balances, June 30, 2021	125	$	125	53,972,386	$	6,747	$	1,009,182	$	795,666	$	60,080	$	1,871,800


	Three Months Ended June 30, 2020
	Preferred			Common Stock			Additional				Accumulated Other
	Shares	Amount		Shares	Amount		Paid in Capital		Retained Earnings		Comprehensive Income		Total
Balances, March 31, 2020	125	$	125	53,754,137	$	6,719	$	1,000,942	$	716,518	$	53,656	$	1,777,960
Comprehensive income:
Net income	—	—		—	—		—		32,992		—		32,992
Other comprehensive income, net of tax	—	—		—	—		—		—		10,189		10,189
Cash dividends on common stock ($.26 per share)	—	—		—	—		—		(14,071)		—		(14,071)



Share-based compensation	—	—		5,259	1		1,212		—		—		1,213
Stock issued under employee benefit plans	—	—		11,511	1		308		—		—		309
Stock issued under dividend reinvestment and stock purchase plan	—	—		15,897	2		433		—		—		435
Stock options exercised	—	—		9,000	1		75		—		—		76
Restricted shares withheld for taxes	—	—		(304)	—		(8)		—		—		(8)
Balances, June 30. 2020	125	$	125	53,795,500	$	6,724	$	1,002,962	$	735,439	$	63,845	$	1,809,095

Three Months Ended June 30, 2019
Preferred Common Stock Additional Accumulated
Other
Shares Amount Shares Amount Paid in
Capital Retained
Earnings Comprehensive
Loss Total
Balances, March 31, 2019 125
$ 125
49,428,468
$ 6,179
$ 839,919
$ 611,220
$ (1,595 ) $ 1,455,848
Comprehensive income:
Net income —
—
—
—
—
41,056
—
41,056
Other comprehensive income, net of tax —
—
—
—
—
—
16,197
16,197
Cash dividends on common stock ($.26 per share) —
—
—
—
—
(12,914 ) —
(12,914 )
Share-based compensation —
—
4,978
1
843
—
—
844
Stock issued under employee benefit plans —
—
5,908
—
188
—
—
188
Stock issued under dividend reinvestment and
stock purchase plan —
—
10,178
1
368
—
—
369
Stock options exercised —
—
7,500
1
64
—
—
65
Restricted shares withheld for taxes —
—
(438 ) —
(17 ) —
—
(17 )
Balances, June 30, 2019 125
$ 125
49,456,594
$ 6,182
$ 841,365
$ 639,362
$ 14,602
$ 1,501,636

See NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS.

Table of Contents

PART I. FINANCIAL INFORMATION

ITEM 1. CONSOLIDATED CONDENSED FINANCIAL STATEMENTS

(table dollar amounts in thousands, except share data)


																					Six Months Ended June 30, 2021
	Six Months Ended June 30, 2020																				Preferred			Common Stock			Additional				Accumulated Other
	Preferred			Common Stock					Additional						Accumulated Other						Shares	Amount		Shares	Amount		Paid in Capital		Retained Earnings		Comprehensive Income (Loss)		Total
	Shares	Amount		Shares		Amount			Paid in Capital			Retained Earnings			Comprehensive Income		Total
Balances, December 31, 2019	125	$	125	55,368,482		$	6,921		$	1,054,997		$	696,520		$	27,874	$	1,786,437
Balances, December 31, 2020																				Balances, December 31, 2020	125	$	125	53,922,359	$	6,740	$	1,005,366	$	788,578	$	74,836	$	1,875,645
Cumulative effect of ASC 326 adoption																				Cumulative effect of ASC 326 adoption									(68,040)				(68,040)
Balance January 1, 2021																				Balance January 1, 2021	125	125		53,922,359	6,740		1,005,366		720,538		74,836		1,807,605
Comprehensive income:																				Comprehensive income:
Net income	—	—		—		—			—			67,255			—		67,255			Net income	—	—		—	—		—		105,028		—		105,028
Other comprehensive income, net of tax	—	—		—		—			—			—			35,971		35,971
Cash dividends on common stock ($.52 per share)	—	—		—		—			—			(28,336		)	—		(28,336		)
Repurchases of common stock	—	—		(1,634,437	)	(204		)	(55,708		)	—			—		(55,912		)
Other comprehensive loss, net of tax																				Other comprehensive loss, net of tax	—	—		—	—		—		—		(14,756)		(14,756)
Cash dividends on common stock ($.55 per share)																				Cash dividends on common stock ($.55 per share)	—	—		—	—		—		(29,900)		—		(29,900)

Share-based compensation	—	—		8,591		1			2,432			—			—		2,433			Share-based compensation	—	—		4,660	1		2,397		—		—		2,398
Stock issued under employee benefit plans	—	—		11,511		1			308			—			—		309			Stock issued under employee benefit plans	—	—		8,114	1		305		—		—		306
Stock issued under dividend reinvestment and stock purchase plan	—	—		31,607		4			859			—			—		863			Stock issued under dividend reinvestment and stock purchase plan	—	—		20,220	3		928		—		—		931
Stock options exercised	—	—		10,050		1			82			—			—		83			Stock options exercised	—	—		17,300	2		196		—		—		198
Restricted shares withheld for taxes	—	—		(304	)	—			(8		)	—			—		(8		)	Restricted shares withheld for taxes	—	—		(267)	—		(10)		—		—		(10)
Balances, June 30, 2020	125	$	125	53,795,500		$	6,724		$	1,002,962		$	735,439		$	63,845	$	1,809,095
Balances, June 30, 2021																				Balances, June 30, 2021	125	$	125	53,972,386	$	6,747	$	1,009,182	$	795,666	$	60,080	$	1,871,800



	Six Months Ended June 30, 2020
	Preferred			Common Stock			Additional				Accumulated Other
	Shares	Amount		Shares	Amount		Paid in Capital		Retained Earnings		Comprehensive Income		Total
Balances, December 31, 2019	125	$	125	55,368,482	$	6,921	$	1,054,997	$	696,520	$	27,874	$	1,786,437
Comprehensive income:
Net income	—	—		—	—		—		67,255		—		67,255
Other comprehensive income, net of tax	—	—		—	—		—		—		35,971		35,971
Cash dividends on common stock ($.52 per share)	—	—		—	—		—		(28,336)		—		(28,336)

Repurchase of common stock	—	—		(1,634,437)	(204)		(55,708)		—		—		(55,912)

Share-based compensation	—	—		8,591	1		2,432		—		—		2,433
Stock issued under employee benefit plans	—	—		11,511	1		308		—		—		309
Stock issued under dividend reinvestment and stock purchase plan	—	—		31,607	4		859		—		—		863
Stock options exercised	—	—		10,050	1		82		—		—		83
Restricted shares withheld for taxes	—	—		(304)	—		(8)		—		—		(8)
Balances, June 30. 2020	125	$	125	53,795,500	$	6,724	$	1,002,962	$	735,439	$	63,845	$	1,809,095

Six Months Ended June 30, 2019
Preferred Common Stock Additional Accumulated
Other
Shares Amount Shares Amount Paid in
Capital Retained
Earnings Comprehensive
Loss Total
Balances, December 31, 2018 125
$ 125
49,349,800
$ 6,169
$ 840,052
$ 583,336
$ (21,422 ) $ 1,408,260
Comprehensive income:
Net income —
—
—
—
—
79,873
—
79,873
Other comprehensive loss, net of tax —
—
—
—
—
—
36,024
36,024
Cash dividends on common stock ($.48 per share) —
—
—
—
—
(23,847 ) —
(23,847 )
Share-based compensation —
—
108,638
14
1,811
—
—
1,825
Stock issued under employee benefit plans —
—
11,247
1
361
—
—
362
Stock issued under dividend reinvestment and
stock purchase plan —
—
18,686
2
707
—
—
709
Stock options exercised —
—
11,200
1
104
—
—
105
Restricted shares withheld or taxes —
—
(42,977 ) (5 ) (1,670 ) —
—
(1,675 )
Balances, June 30, 2019 125
$ 125
49,456,594
$ 6,182
$ 841,365
$ 639,362
$ 14,602
$ 1,501,636

See NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS.

Table of Contents

PART I. FINANCIAL INFORMATION

ITEM 1. CONSOLIDATED CONDENSED FINANCIAL STATEMENTS

(table dollar amounts in thousands, except share data)

CONSOLIDATED CONDENSED STATEMENTS OF CASH FLOWS (Unaudited)


	Six Months Ended June 30,							Six Months Ended June 30,
	June 30, 2020			June 30, 2019				2021		2020
Cash Flow From Operating Activities:							Cash Flow From Operating Activities:
Net income	$	67,255		$	79,873		Net income	$	105,028	$	67,255
Adjustments to reconcile net income to net cash provided by operating activities:							Adjustments to reconcile net income to net cash provided by operating activities:
Provision for loan losses	41,647			1,700			Provision for loan losses	0		41,647
Depreciation and amortization	5,435			4,379			Depreciation and amortization	5,442		5,435
Change in deferred taxes	(18,509		)	(398		)	Change in deferred taxes	(1,179)		(18,509)
Share-based compensation	2,433			1,825			Share-based compensation	2,398		2,433

Loans originated for sale	(322,288		)	(183,498		)	Loans originated for sale	(275,277)		(322,288)
Proceeds from sales of loans held for sale	336,583			184,667			Proceeds from sales of loans held for sale	271,360		336,583
Gains on sales of loans held for sale	(6,159		)	(2,245		)	Gains on sales of loans held for sale	(10,699)		(6,159)

Gains on sales of securities available for sale	(7,680		)	(2,983		)	Gains on sales of securities available for sale	(3,560)		(7,680)

Increase in cash surrender of life insurance	(2,591		)	(1,916		)	Increase in cash surrender of life insurance	(2,394)		(2,591)
Gains on life insurance benefits	(95		)	(19		)	Gains on life insurance benefits	(147)		(95)
Change in interest receivable	(8,162		)	(4,269		)	Change in interest receivable	(225)		(8,162)
Change in interest payable	(1,167		)	1,133			Change in interest payable	(358)		(1,167)
Other adjustments	28,006			4,759			Other adjustments	4,728		27,998
Net cash provided by operating activities	114,708			83,008			Net cash provided by operating activities	95,117		114,700
Cash Flows from Investing Activities:							Cash Flows from Investing Activities:
Net change in interest-bearing deposits	(261,758		)	(92,651		)	Net change in interest-bearing deposits	(46,558)		(261,758)
Purchases of:							Purchases of:
Securities available for sale	(341,116		)	(306,291		)	Securities available for sale	(647,206)		(341,116)
Securities held to maturity	(221,711		)	(238,559		)	Securities held to maturity	(618,068)		(221,711)
Proceeds from sales of securities available for sale	167,390			82,052			Proceeds from sales of securities available for sale	72,657		167,390
Proceeds from maturities of:							Proceeds from maturities of:
Securities available for sale	135,398			53,910			Securities available for sale	151,419		135,398
Securities held to maturity	127,380			35,185			Securities held to maturity	122,397		127,380

Net change in loans	(840,804		)	(288,195		)	Net change in loans	46,880		(840,804)
Net cash and cash equivalents paid in acquisition							Net cash and cash equivalents paid in acquisition	(2,933)		0

Proceeds from the sale of other real estate owned	592			827			Proceeds from the sale of other real estate owned	530		592
Proceeds from life insurance benefits	177			633			Proceeds from life insurance benefits	824		177
Proceeds from mortgage portfolio loan sale							Proceeds from mortgage portfolio loan sale	76,067		0
Other adjustments	(5,190		)	(3,691		)	Other adjustments	(4,484)		(5,190)
Net cash used in investing activities	(1,239,642		)	(756,780		)	Net cash used in investing activities	(848,475)		(1,239,642)
Cash Flows from Financing Activities:							Cash Flows from Financing Activities:
Net change in :							Net change in :
Demand and savings deposits	1,419,771			400,314			Demand and savings deposits	936,290		1,419,771
Certificates of deposit and other time deposits	(293,739		)	164,421			Certificates of deposit and other time deposits	(94,500)		(293,739)
Borrowings	467,056			533,010			Borrowings	8,737		467,056
Repayment of borrowings	(332,595		)	(410,689		)	Repayment of borrowings	(94,004)		(332,595)
Cash dividends on common stock	(28,336		)	(23,847		)	Cash dividends on common stock	(29,900)		(28,336)

Stock issued under employee benefit plans	309			362			Stock issued under employee benefit plans	306		309
Stock issued under dividend reinvestment and stock purchase plans	863			709			Stock issued under dividend reinvestment and stock purchase plans	931		863
Stock options exercised	83			105			Stock options exercised	198		83
Restricted shares withheld for taxes	(8		)	(1,675		)

Repurchase of common stock	(55,912		)	—			Repurchase of common stock	0		(55,912)
Net cash provided by financing activities	1,177,492			662,710			Net cash provided by financing activities	728,058		1,177,500
Net Change in Cash and Cash Equivalents	52,558			(11,062		)	Net Change in Cash and Cash Equivalents	(25,300)		52,558
Cash and Cash Equivalents, January 1	177,201			139,247			Cash and Cash Equivalents, January 1	192,896		177,201
Cash and Cash Equivalents, June 30	$	229,759		$	128,185		Cash and Cash Equivalents, June 30	$	167,596	$	229,759
Additional cash flow information:							Additional cash flow information:
Interest paid	$	43,331		$	50,175		Interest paid	$	18,757	$	43,331
Income tax paid (refunded)	(300		)	11,499			Income tax paid (refunded)	16,810		(300)
Loans transferred to other real estate owned	761			314			Loans transferred to other real estate owned	64		761
Fixed assets transferred to other real estate owned	262			965			Fixed assets transferred to other real estate owned	6,282		262
Non-cash investing activities using trade date accounting	13,115			40,618			Non-cash investing activities using trade date accounting	104,552		13,115

ROU assets obtained in exchange for new operating lease liabilities	1,398			23,384			ROU assets obtained in exchange for new operating lease liabilities	1,432		1,398

In conjunction with the acquisitions, liabilities were assumed as follows:							In conjunction with the acquisitions, liabilities were assumed as follows:
Fair value of assets acquired							Fair value of assets acquired	$	4,041	$	0
Cash paid in acquisition							Cash paid in acquisition	(3,225)		0

Liabilities assumed							Liabilities assumed	$	816	$	0

See NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS.

Table of Contents

PART I. FINANCIAL INFORMATION

ITEM 1. NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS

(table dollar amounts in thousands, except share data)

(Unaudited)

NOTE 1

GENERAL

Financial Statement Preparation

The significant accounting policies followed by the Corporation and its wholly-owned subsidiaries for interim financial reporting are consistent with the accounting policies followed for annual financial reporting. All adjustments, which are of a normal recurring nature and are in the opinion of management necessary for a fair statement of the results for the periods reported, have been included in the accompanying Consolidated Condensed Financial Statements.

The Consolidated Condensed Balance Sheet of the Corporation as of December 31, ~~2019~~,2020, has been derived from the audited consolidated balance sheet of the Corporation as of that date. Certain information and note disclosures normally included in the Corporation’s annual financial statements, prepared in accordance with accounting principles generally accepted in the United States of America, have been condensed or omitted. These consolidated condensed financial statements should be read in conjunction with the consolidated financial statements and notes thereto included in the Corporation’s Annual Report on Form 10-K for the year ended December 31, ~~2019~~2020 filed with the Securities and Exchange Commission. The results of operations for the three and six months ended June 30, ~~2020,~~2021, are not necessarily indicative of the results to be expected for the year. Reclassifications have been made to prior financial statements to conform to the current financial statement presentation. These reclassifications had no effect on net income. Material estimates that are particularly susceptible to significant change relate to the determination of the allowance for ~~loan~~credit losses and fair value of financial instruments. The uncertainties related to the coronavirus disease 2019 ("COVID-19") could cause significant changes to these estimates compared to what was known at the time these financial statements were prepared.

Significant Accounting Policies

The significant accounting policies followed by the Corporation and its wholly-owned subsidiaries for interim financial reporting are consistent with the accounting policies followed for annual financial reporting, with the exception of the Corporation's adoption of ASC 326 as described below under the heading "Recent Accounting Changes Adopted In 2021." The Corporation revised certain accounting policies and implemented certain accounting policy elections, related to the adoption of ASC 326 which are described below. All adjustments, which are of a normal recurring nature and are in the opinion of management necessary for a fair statement of the results for the periods reported, have been included in the accompanying Consolidated Condensed Financial Statements.

The Corporation adopted FASB Accounting Standards Update (ASU) No. 2016-13, Financial Instruments - Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments ("CECL") on January 1, 2021. CECL replaces the previous "incurred loss" model for measuring credit losses, which encompassed allowances for current known and inherent losses within the portfolio, with an "expected loss" model for measuring credit losses, which encompasses allowances for losses expected to be incurred over the life of the portfolio. The new CECL model requires the measurement of all expected credit losses for financial assets measured at amortized cost and certain off-balance sheet credit exposures based on historical experiences, current conditions, and reasonable and supportable forecasts. CECL also requires enhanced disclosures related to the significant estimates and judgments used in estimating credit losses, as well as credit quality and underwriting standards of an organization's portfolio. In addition, CECL includes certain changes to the accounting for investment securities available for sale depending on whether management intends to sell the securities or believes that it is more likely than not they will be required to sell.

As of the adoption and day one measurement date of January 1, 2021, the Corporation recorded a one-time cumulative-effect adjustment to retained earnings, net of income taxes, on the consolidated balance sheet of $68.0 million. The allowance increased 57 percent from December 31, 2020, or $74.1 million, because it covered expected credit losses over the life of the loan portfolio, which approximates four years, and it included an allowance on all purchased loans that were previously excluded from the allowance for loan losses calculation. CECL also requires the establishment of a reserve for potential losses from unfunded commitments that is recorded in other liabilities, separate from allowance for credit losses, which was approximately $20.5 million. An allowance for credit losses of $245,000 was recorded on the state and municipal securities classified as held to maturity based on applying the long-term historical credit loss rate, as published by Moody’s, for similarly rated securities. The following table details the impact of the adoption of CECL on the Corporation's balance sheet as of January 1, 2021.


	December 31, 2020	Impact of CECL Adoption	January 1, 2021 Post-CECL Adoption
Assets:
Held to maturity securities	1,227,668	(245)	1,227,423
Loans	9,243,174	4,776	9,247,950
Allowance for credit losses - Loans	(130,648)	(74,055)	(204,703)
Net loans	9,112,526	(69,279)	9,043,247
Tax asset, deferred and receivable	12,340	21,984	34,324

Liabilities:
Allowance for credit losses on unfunded loan commitments	0	20,500	20,500

Stockholder's Equity:
Retained Earnings	788,578	(68,040)	720,538
		—

Table of Contents

PART I. FINANCIAL INFORMATION

ITEM 1. NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS

(table dollar amounts in thousands, except share data)

(Unaudited)

Allowance for credit losses on investment securities available for sale – for investment securities available for sale in an unrealized loss position, the Corporation first assesses whether it intends to sell, or it is more likely than not that it will be required to sell the security before recovery of its amortized cost basis. If either of the criteria regarding intent or requirement to sell is met, the security’s amortized cost basis is written down to fair value through income. For investment securities available for sale that do not meet the aforementioned criteria, the Corporation evaluates whether the decline in fair value has resulted from credit losses or other factors. In making this assessment, the Corporation considers the extent to which fair value is less than amortized cost, any changes to the rating of the security by a rating agency, and adverse conditions specifically related to the security, among other factors. If this assessment indicates that a credit loss exists, the present value of cash flows expected to be collected from the security are compared to the amortized cost basis of the security. If the present value of cash flows expected to be collected is less than the amortized cost basis, a credit loss exists and an allowance for credit losses is recorded, limited by the amount that the fair value is less than the amortized cost basis. Unrealized losses that have not been recorded through an allowance for credit losses are recognized in other comprehensive income. Adjustments to the allowance for credit losses are reported in the income statement as a component of the provision for credit loss. The Corporation has made the accounting policy election to exclude accrued interest receivable on investment securities available for sale from the estimate of credit losses. Investment securities available for sale are charged off against the allowance or, in the absence of any allowance, written down through the income statement when deemed uncollectible or when either of the aforementioned criteria regarding intent or requirement to sell is met. The Corporation did not record an allowance for credit losses on its investment securities available for sale as the unrealized losses were attributable to changes in interest rates, not credit quality.

Allowance for credit losses on investment securities held to maturity ("ACL - Investments") – the ACL - Investments is a contra asset-valuation account that is deducted from the amortized cost basis of investment securities held to maturity to present the net amount expected to be collected. Investment securities held to maturity are charged off against the ACL - Investments when deemed uncollectible. Adjustments to the ACL - Investments are reported in the income statement as a component of the provision for credit loss. The Corporation measures expected credit losses on held to maturity debt securities on a collective basis by major security type with each type sharing similar risk characteristics, and considers historical credit loss information that is adjusted for current conditions and reasonable and supportable forecasts. The Corporation has made the accounting policy election to exclude accrued interest receivable on investment securities held to maturity from the estimate of credit losses. With regard to U.S. Government-sponsored agency and mortgage-backed securities, all these securities are issued by a U.S. government-sponsored entity and have an implicit or explicit government guarantee. With regard to securities issued by states and municipalities and other investment securities held to maturity, management considers (1) issuer bond ratings, (2) the financial condition of the issuer, (3) historical loss rates for given bond ratings, and (4) whether issuers continue to make timely principal and interest payments under the contractual terms of the securities. Historical loss rates associated with securities having similar grades as those in the Corporation's portfolio have generally not been significant. Furthermore, as of June 30, 2021, there were no past due principal and interest payments associated with these securities. An allowance for credit losses of $245,000 was recorded on the state and municipal securities classified as held to maturity based on applying the long-term historical credit loss rate, as published by Moody’s, for similarly rated securities.

Purchased Credit Deteriorated (“PCD”) – the Corporation has purchased loans, some of which have experienced more than insignificant credit deterioration since origination. PCD loans are recorded at the amount paid. An allowance for credit losses is determined using the same methodology as other loans held for investment. The initial allowance for credit losses determined on a collective basis is allocated to individual loans. The sum of the loan’s purchase price and allowance for credit losses becomes its initial amortized cost basis. The difference between the initial amortized cost basis and the par value of the loan is the noncredit discount or premium, which is amortized into interest income over the life of the loan. Subsequent changes to the allowance for credit losses are recorded through the provision for credit losses.

Allowance for Credit Losses - Loans ("ACL - Loans") - the ACL - Loans is a valuation account that is deducted from the loans’ amortized cost basis to present the net amount expected to be collected on loans over the contractual term. Loans are charged off against the allowance when the uncollectibility of the loan is confirmed. Expected recoveries do not exceed the aggregate of amounts previously charged off and expected to be charged off. Adjustments to the ACL- Loans are reported in the income statement as a component of provision for credit loss. The Corporation has made the accounting policy election to exclude accrued interest receivable on loans from the estimate of credit losses. Further information regarding the policies and methodology used to estimate the ACL - Loans is detailed in NOTE 4. LOANS AND ALLOWANCE of these Notes to Consolidated Condensed Financial Statements.

Allowance for Credit Losses – Off-Balance Sheet Credit Exposures – the allowance for credit losses on off-balance sheet credit exposures is a liability account representing expected credit losses over the contractual period for which the Corporation is exposed to credit risk resulting from a contractual obligation to extend credit. No allowance is recognized if the Corporation has the unconditional right to cancel the obligation. Off-balance sheet credit exposures primarily consist of amounts available under outstanding lines of credit and letters of credit. For the period of exposure, the estimate of expected credit losses considers both the likelihood that funding will occur and the amount expected to be funded over the estimated remaining life of the commitment or other off-balance sheet exposure. The likelihood and expected amount of funding are based on historical utilization rates. The amount of the allowance represents management’s best estimate of expected credit losses on commitments expected to be funded over the contractual life of the commitment. The allowance for off-balance sheet credit exposures is adjusted through the income statement as a component of provision for credit loss.

Table of Contents

PART I. FINANCIAL INFORMATION

ITEM 1. NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS

(table dollar amounts in thousands, except share data)

(Unaudited)

Impact of COVID-19

On January 30, 2020, the World Health Organization (“WHO”) announced that the outbreak of COVID-19 constituted a public health emergency of international concern. On March 11, 2020, WHO declared COVID-19 to be a global pandemic and, on March 13, 2020, the President of the United States declared the COVID-19 outbreak a national emergency. The health concerns relating to the COVID-19 outbreak and related governmental actions taken to reduce the spread of the virus have significantly impacted the global economy (including the states and local economies in which the Corporation operates), disrupted supply chains, ~~lowered equity market valuations,~~ and created significant volatility and disruption in financial markets. The outbreak ~~has~~ resulted in authorities implementing numerous measures to try to contain the virus, such as travel bans and restrictions, quarantines, shelter in place or total lock-down orders and business limitations and shutdowns. As a result of the shelter in place mandates in effect beginning early in the second quarter of 2020, commercial activity throughout our geographic footprint, as well as nationally, have decreased ~~significantly. Most~~significantly during 2020 and 2021. These containment measures led to increased unemployment and negatively impacted consumer and business spending. Although the vaccination rate in the U.S. continues to increase and most states have reopened, ~~albeit under limited capacities and under other social distancing restrictions; however,~~ commercial activity has not yet returned to the levels existing prior to the outbreak of the pandemic. ~~Such measures~~Moreover, certain states and localities have ~~significantly contributed~~recently experienced significant increases in the number of individuals diagnosed with COVID-19 as variant strains of the virus have spread, which may further complicate efforts of the medical community and federal, state and local governments to ~~rising unemployment~~respond to the pandemic.

The continued impact of COVID-19 on the Corporation will depend on numerous factors and ~~negatively impacted consumer~~future developments that are highly uncertain and ~~business spending.~~cannot be predicted with confidence. It is unknown how long the COVID-19 pandemic will last, or when restrictions on individuals and businesses will be fully lifted and businesses and their employees will be able to resume normal activities. Additional information may emerge regarding new developments with COVID-19 and additional actions may be taken by federal, state and local governments to contain COVID-19 or treat its impact. Changes in the behavior of customers, businesses and their employees as a result of COVID-19 pandemic are also unknown. As a result of COVID-19 and the actions taken to contain it or reduce its impact, we may continue to experience changes in the demand for ~~the Corporation’s~~our products and services, ~~has been, and will continue to be, significantly impacted.~~

~~Recent Accounting Changes Adopted in 2020~~

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

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

~~Those incurred in a hosting arrangement that is a service contract, and~~

~~Those incurred to develop or obtain internal-use software (and hosting arrangements that include an internal-use software license).~~

For calendar-year public companies, the changes were effective for fiscal years ending after December 15, 2019. The Corporation adopted the standard in the first quarter of 2020 and adoption of the standard did not have a significant effect on the Corporation’s consolidated financial statements.

~~Table of Contents~~

~~PART I. FINANCIAL INFORMATION~~

~~ITEM 1. NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS~~

~~(table dollar amounts in thousands, except share data)~~

~~(Unaudited)~~

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

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

~~Disclosure Requirements Deleted~~

~~The amounts in accumulated other comprehensive income expected to be recognized as components of net periodic benefit cost over the next fiscal year.~~

~~The amount and timing of plan assets expected to be returned to the employer.~~

~~Related party disclosures about the amount of future annual benefits covered by insurance and annuity contracts and significant transactions between the employer or related parties and the plan.~~

For public entities, the effects of a one-percentage-point change in assumed health care cost trend rates on the (a) aggregate of the service and interest cost components of net periodic benefit costs and (b) benefit obligation for postretirement health care benefits.

~~Disclosure Requirements Added~~

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

~~The amendments also clarify the disclosure requirements in paragraph 715-20-50-3, which state that the following information for defined benefit pension plans should be disclosed:~~

~~The projected benefit obligation (PBO) and fair~~ value of ~~plan assets for plans with PBOs in excess of plan assets, and~~

~~The accumulated benefit obligation (ABO) and fair value of plan assets for plans with ABOs in excess of plan assets.~~

ASU No. 2018-14 is effective for fiscal years ending after December 15, 2020, for public business entities and for fiscal years ending after December 15, 2021, for all other entities. Early adoption is permitted for all entities. The Corporation adopted the standardcollateral securing outstanding loans, reductions in the ~~first quarter~~credit quality of ~~2020~~borrowers and ~~adoption~~the inability of ~~the standard did not~~borrowers to repay loans in accordance with their terms. Our commercial and consumer customers are experiencing varying degrees of financial distress, which is expected to continue throughout 2021, especially if positive cases increase and economic shutdowns continue or are reinstated. These and similar factors and events may have ~~a significant effect~~substantial negative effects on the ~~Corporation’s disclosures.~~

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

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

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

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

~~FASB Accounting Standards Updates No. 2017-04 -~~ ~~Intangibles - Goodwill and Other (Topic 350): Simplifying the Test for Goodwill Impairment.~~

~~Summary -~~ ~~The FASB issued ASU No. 2017-04,~~ ~~Intangibles-Goodwill and Other (Topic 350): Simplifying the Test for Goodwill,~~ which simplifies how an entity is required to test goodwill for impairment. To simplify the subsequent measurement of goodwill, the ASU eliminates Step 2 from the goodwill impairment test. The annual, or interim, goodwill impairment test is performed by comparing the fair value of a reporting unit with its carrying amount. An impairment charge should be recognized for the amount by which the carrying amount exceeds the reporting unit's fair value; however, the loss recognized should not exceed the total amount of goodwill allocated to that reporting unit. In addition, the income tax effects of tax deductible goodwill on the carrying amount of the reporting unit should be considered when measuring the goodwill impairment loss, if applicable. The amendments also eliminate the requirements for any reporting unit with a zero or negative carrying amount to perform Step 2 of the goodwill impairment test. An entity still has the option to perform the qualitative assessment for a reporting unit to determine if the qualitative impairment test is necessary.

~~Table of Contents~~

~~PART I. FINANCIAL INFORMATION~~

~~ITEM 1. NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS~~

~~(table dollar amounts in thousands, except share data)~~

~~(Unaudited)~~

~~The amendments were applied on a prospective basis. The Corporation adopted ASU No. 2017-04,~~ ~~Intangibles-Goodwill and Other (Topic 350): Simplifying the Test for Goodwill,~~ January 1, 2020 and assessed the recent economic impact and market conditions from the COVID-19 pandemic. Based upon factors considered in the assessment and the general uncertainty as to the full extent of the COVID-19 pandemic and its effect on economic recovery, the Corporation has determined that it is not more likely than not that the fair valueoperations of the Corporation ~~is less than~~and its customers.

On March 27, 2020, the ~~carrying value. Therefore,~~Coronavirus Aid, Relief and Economic Security Act (the “CARES Act”) was signed into law, providing an approximately $2 trillion stimulus package that included direct payments to individual taxpayers, economic stimulus to significantly impacted industry sectors, emergency funding for hospitals and providers, small business loans, increased unemployment benefits, and a variety of tax incentives. For small businesses, eligible nonprofits and certain others, the CARES Act established the Paycheck Protection Program (“PPP”), a lending program administered by the Small Business Administration (“SBA”) that was intended to incentivize participants to retain their employees by providing them with loans that are fully guaranteed by the U.S. government and subject to forgiveness if program guidelines are met. The CARES Act and the PPP were further amended throughout 2020 in order to provide additional funding and to extend the two-year maturity for PPP loans to five years. On December 27, 2020, the Economic Aid to Hard-Hit Small Businesses, Nonprofits, and Venues Act was signed into law as part of the Consolidated Appropriations Act, 2021 (the “CAA”), which amended the CARES Act to, among other things, provide additional funding for the PPP and extend the program through March 31, 2021. Under the American Rescue Plan Act of 2021 and the PPP Extension Act of 2021, which were both enacted during March 2021, additional funds were provided for the program and the deadline for applying for PPP loans was extended through May 31, 2021 (with the SBA given until June 30, 2021 to process loan applications). The Bank actively participated in assisting its customers with PPP funding during all phases of the program. The vast majority of the Bank’s PPP loans made in 2020 have two-year maturities, while the loans made in 2021 have five-year maturities. Loans under the program earn interest at a fixed rate of 1 percent. As of June 30, 2021, the Corporation ~~concluded goodwill was not impaired at June 30,~~had $415.8 million of Paycheck Protection Program ("PPP") loans compared to the December 31, 2020 balance of $667.1 million. The Bank anticipates that the ~~details~~majority of ~~which are included~~its remaining PPP loans will also be forgiven by the SBA in ~~NOTE 6. GOODWILL~~accordance with the terms of ~~these Notes to Consolidated Condensed Financial Statements.~~the program.

Guidance on Non-TDR Loan Modifications due to COVID-19

On March 22, 2020, a statement was issued by the ~~Bank's~~Bank’s banking regulators and titled the “Interagency Statement on Loan Modifications and Reporting for Financial Institutions Working with Customers Affected by the Coronavirus” (the ~~"Interagency Statement"~~“Interagency Statement”) that encourages financial institutions to work prudently with borrowers who are or may be unable to meet their contractual payment obligations due to the effects of COVID-19. Additionally, Section 4013 of the CARES Act further provides that a qualified loan modification is exempt by law from classification as a ~~TDR~~troubled debt restructure as defined by GAAP, from the period beginning March 1, 2020 until the earlier of December 31, 2020 or the date that is 60 days after the date on which the national emergency concerning the COVID-19 outbreak under the National Emergencies Act (50 U.S.C. 1601 et seq.) terminates. The Interagency Statement was subsequently revised on April 7, 2020 to clarify the interaction of the original guidance with Section 4013 of the CARES Act, as well as setting forth the banking regulators’ views on consumer protection considerations. In accordance with such guidance, the Bank ~~is offering~~has offered short-term modifications made in response to COVID-19 to borrowers who ~~are~~were current and otherwise not past due. These ~~include~~included short-term, 180 days or less, modifications in the form of payment deferrals, fee waivers, extensions of repayment terms, or other delays in payment that are insignificant. ~~During~~The CAA, as described above, extended the ~~six months ended June 30, 2020,~~expiration date for COVID-related loan modifications ~~were completed on loans having a total aggregate balance~~exempt from troubled debt restructuring classification until the earlier of ~~approximately $1.1 billion,~~January 1, 2022, or ~~12.1 percent~~60 days after the termination of the ~~loan portfolio.~~national emergency. Details of the Corporation's modifications are included in ~~NOTE 4. LOANS AND ALLOWANCE~~the "LOAN QUALITY" section of ~~these Notes~~Management’s Discussion and Analysis of Financial Condition and Results of Operations included in this Form 10-Q.

Table of Contents

PART I. FINANCIAL INFORMATION

ITEM 1. NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS

(table dollar amounts in thousands, except share data)

(Unaudited)

Recent Accounting Changes Adopted In 2021

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

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

Summary - The FASB issued Accounting Standards Update (ASU) No. 2016-13, Financial Instruments - Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments. This new guidance replaces the previous "incurred loss" model for measuring credit losses with an "expected life of loan loss" model, referred to as the CECL model.

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

The ASU was effective for SEC filers for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2019. Pursuant to the CARES Act and the related joint statement of federal banking regulators (which also became effective as of March 27, 2020), and consistent with guidance from the SEC and FASB, the Corporation elected to delay implementation of ASU No. 2016-13, which was set to expire on December 31, 2020. However, the CAA (as discussed above) extended the temporary relief from CECL compliance to the earlier of the first day of the fiscal year that begins after the date on which the national emergency concerning COVID-19 terminates, or January 1, 2022. The Corporation elected to delay implementation of CECL following the approval of the CARES Act and, with the enactment of the CAA, the Corporation elected to adopt CECL on January 1, 2021. This allows the Corporation to utilize the CECL standard for the entire year of 2021, while its 2020 financial statements were prepared under the incurred loss model.

FASB Accounting Standards Updates No. 2019-11 - Codification Improvements to (Topic 326): Financial Instruments - Credit Losses

Summary - The FASB issued ASU No. 2019-11, Codification Improvements to Topic 326, Financial Instruments - Credit Losses in order to address issues raised by stakeholders during the implementation of ASU No. 2016-13, Financial Instruments - Credit Losses (Topic 326): Measurement of Credit Losses of Financial Instruments.

Among other narrow-scope improvements, the new ASU clarifies guidance around how to report expected recoveries. “Expected recoveries” describes a situation in which an organization recognizes a full or partial write-off of the amortized cost basis of a financial asset, but then later determines that the amount written off, or a portion of that amount, will in fact be recovered. While applying the credit losses standard, stakeholders questioned whether expected recoveries were permitted on assets that had already shown credit deterioration at the time of purchase (also known as PCD assets). In response to this question, the ASU permits organizations to record expected recoveries on PCD assets. In addition to other narrow technical improvements, the ASU also reinforces existing guidance that prohibits organizations from recording negative allowances for available-for-sale debt securities.

The ASU includes effective dates and transition requirements that vary depending on whether or not an entity has already adopted ASU No. 2016-13. As discussed above, pursuant to the CARES Act, the Corporation elected to defer the adoption of CECL. Additionally, the 2021 Consolidated ~~Condensed Financial Statements.~~Appropriations Act ("CAA"), signed into law on December 27, 2020, amended the CARES Act by extending the temporary relief from CECL compliance to the earlier of the first day of the fiscal year that begins after the date on which the national emergency concerning COVID-19 terminates, or January 1, 2022. The Corporation elected to delay implementation of CECL following the approval of the CARES Act and, with the enactment of the CAA, the Corporation elected to adopt CECL on January 1, 2021. The adoption of this standard did not have a significant effect on the Corporation’s consolidated financial statements or disclosures.

Table of Contents

PART I. FINANCIAL INFORMATION

ITEM 1. NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS

(table dollar amounts in thousands, except share data)

(Unaudited)

FASB Accounting Standards Update No. 2019-12 - Income Taxes (Topic 740): Simplifying the Accounting for Income Taxes

Summary - The FASB issued ASU No. 2019-12, Income Taxes (Topic 740): Simplifying the Accounting for Income Taxes, which is expected to reduce cost and complexity related to the accounting for income taxes.

The ASU removes specific exceptions to the general principles in Topic 740 in Generally Accepted Accounting Principles (GAAP). It eliminates the need for an organization to analyze whether the following apply in a given period:

• Exception to the incremental approach for intraperiod tax allocation;

• Exceptions to accounting for basis differences when there are ownership changes in foreign investments; and

• Exception in interim period income tax accounting for year-to-date losses that exceed anticipated losses.

The ASU also improves financial statement preparers’ application of income tax-related guidance and simplifies GAAP for:

• Franchise taxes that are partially based on income;

• Transactions with a government that result in a step up in the tax basis of goodwill

• Separate financial statements of legal entities that are not subject to tax; and

• Enacted changes in tax laws in interim periods.

The ASU is part of the FASB’s simplification initiative to make narrow-scope simplifications and improvements to accounting standards through a series of short-term projects. For public business entities, the ASU is effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2020. Early adoption of the ASU was permitted. The Corporation adopted this standard on January 1, 2021 and adoption of this standard did not have a significant effect on the Corporation's consolidated financial statements or disclosures.

New Accounting Pronouncements Not Yet Adopted

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

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

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

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

The ASU is effective for SEC filers for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2019. Pursuant to the CARES Act and the related joint statement of federal banking regulators (which also became effective as of March 27, 2020), and consistent with guidance from the SEC and FASB, the Corporation has elected to delay implementation of ASU No. 2016-13, which would have become effective for the Corporation as of January 1, 2020. As discussed above, ASU No. 2016-13 provides for the replacement of the incurred loss model for recording the allowance for loan losses with CECL. However, as a result of the Corporation’s election, its second quarter 2020 financial statements have been prepared under the existing incurred loss model. The temporary relief applicable to the Corporation’s compliance with CECL ends on the earlier of: (1) the termination date of the national emergency concerning the COVID-19 outbreak, declared by the President of the United States on March 13, 2020, under the National Emergencies Act; or (2) December 31, 2020.

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

~~Table of Contents~~

~~PART I. FINANCIAL INFORMATION~~

~~ITEM 1. NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS~~

~~(table dollar amounts in thousands, except share data)~~

~~(Unaudited)~~

The Corporation will record a one-time cumulative-effect adjustment to retained earnings, net of income taxes, on the consolidated balance sheet as of the beginning of the adoption period. If adopted with retrospective measurement to January 1, 2020, the allowance will increase by 55-65 percent from December 31, 2019 because it will cover expected credit losses over the life of the loan portfolio, which approximates four years, and it includes all purchased loans that were previously excluded from the allowance for loan losses calculation. CECL also requires the establishment of a reserve for potential losses from unfunded commitments that is recorded in other liabilities, separate from allowance for credit losses, which is estimated to be approximately $18 million.

~~FASB Accounting Standards Update No. 2019-11 -~~ ~~Codification Improvements to (Topic 326): Financial Instruments - Credit Losses~~

~~Summary -~~ ~~The FASB issued ASU No. 2019-11,~~ ~~Codification Improvements to Topic 326, Financial Instruments - Credit Losses~~ ~~in order to address issues raised by stakeholders during the implementation of ASU No. 2016-13, Financial Instruments - Credit Losses (Topic 326): Measurement of Credit Losses of Financial Instruments.~~

The ASU includes effective dates and transition requirements that vary depending on whether or not an entity has already adopted ASU No. 2016-13. As discussed above, pursuant to the CARES Act, the Corporation elected to defer the adoption of CECL. The temporary relief applicable to the Corporation’s compliance with CECL ends on the earlier of: (1) the termination date of the national emergency concerning the COVID-19 outbreak, declared by the President of the United States on March 13, 2020, under the National Emergencies Act; or (2) December 31, 2020.

FASB Accounting Standards Updates - No. 2020-04 - Reference Rate Reform (Topic 848): Facilitation of the Effects of Reference Rate Reform on Financial Reporting

Summary - The FASB issued ASU No. 2020-04 to provide temporary optional guidance to ease the potential burden in accounting for reference rate reform. LIBOR and other interbank offered rates are widely used benchmarks or reference rates in the United States and globally. Trillions of dollars in loans, derivatives, and other financial contracts reference LIBOR, the benchmark interest rate banks use to make short-term loans to each other. With global capital markets expected to move away from LIBOR and other interbank offered rates and move toward rates that are more observable or transaction based and less susceptible to manipulation, the FASB launched a broad project in late 2018 to address potential accounting challenges expected to arise from the transition. The new guidance provides optional expedients and exceptions for applying generally accepted accounting principles to contract modifications and hedging relationships, subject to meeting certain criteria, that reference LIBOR or another reference rate expected to be discontinued. The ASU is intended to help stakeholders during the global market-wide reference rate transition period.

Entities may apply this ASU as of the beginning of an interim period that includes the March 12, 2020 issuance date of the ASU, through December 31, 2022. The Corporation expects to adopt the practical expedients included in the ASU prior to December 31, 2022. The Corporation is implementing a transition plan to identify and modify its loans and other financial instruments with attributes that are either directly or indirectly influenced by LIBOR. The Corporation is assessing ASU 2020-04 and its impact on the Corporation's transition away from LIBOR for its loans and other financial instruments.

FASB Accounting Standards Updates - Accounting Standards Update No. 2021-01 - Reference Rate Reform (Topic 848): Scope

Summary - The FASB has published ASU 2021-01, Reference Rate Reform. ASU 2021-01 clarifies that certain optional expedients and exceptions in Topic 848 for contract modifications and hedge accounting apply to derivatives that are affected by the discounting transition. The ASU also amends the expedients and exceptions in Topic 848 to capture the incremental consequences of the scope clarification and to tailor the existing guidance to derivative instruments affected by the discounting transition.

An entity may elect to apply the amendments in this Update on a full retrospective basis as of any date from the beginning of an interim period that includes or is subsequent to March 12, 2020, or on a prospective basis to new modifications from any date within an interim period that includes or is subsequent to the date of the issuance of a final Update, up to the date that financial statements are available to be issued.

If an entity elects to apply any of the amendments in this Update for an eligible hedging relationship, any adjustments as a result of those elections must be reflected as of the date the entity applies the election.

The amendments in this Update do not apply to contract modifications made after December 31, 2022, new hedging relationships entered into after December 31, 2022, and existing hedging relationships evaluated for effectiveness in periods after December 31, 2022, except for hedging relationships existing as of December 31, 2022, that apply certain optional expedients in which the accounting effects are recorded through the end of the hedging relationship (including periods after December 31, 2022). The Corporation is assessing ASU 2021-01 and its impact on the Corporation's transition away from LIBOR for its loans and other financial instruments.

Table of Contents

PART I. FINANCIAL INFORMATION

ITEM 1. NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS

(table dollar amounts in thousands, except share data)

(Unaudited)

NOTE 2

ACQUISITION

~~MBT Financial Corp.~~Hoosier Trust Company

On ~~September~~April 1, ~~2019,~~2021, the ~~Corporation~~Bank acquired 100 percent of ~~MBT. MBT,~~Hoosier Trust Company ("Hoosier") through a ~~Michigan corporation, merged~~merger of Hoosier with and into the ~~Corporation, whereupon~~Bank. The consideration paid to shareholders of Hoosier at closing was $3,225,000 in cash. Prior to the ~~separate~~acquisition, Hoosier was an Indiana corporate ~~existence of MBT ceased and the Corporation survived. Immediately following the merger, MBT's wholly-owned subsidiary, Monroe Bank & Trust, merged~~trust company, headquartered in Indianapolis, Indiana, with ~~and into~~approximately $290 million in assets under management. Hoosier’s sole office is now being operated by the Bank ~~with the Bank continuing~~ as ~~the surviving bank.~~a limited service trust office.

MBT was headquartered in Monroe, Michigan and had 20 banking centers serving the Monroe market. Pursuant to the merger agreement, each MBT shareholder received 0.275 shares of the Corporation's common stock for each outstanding share of MBT common stock held. The Corporation issued approximately 6.4 million shares of common stock, which was valued at approximately $229.9 million. The Corporation engaged in this transaction with the expectation that it would be accretive to income and add a new market area in Michigan that has a demographic profile consistent with many of the current Indiana and Ohio markets served by the Bank. Goodwill resulted from this transaction due to the expected synergies and economies of scale.

~~Table of Contents~~

~~PART I. FINANCIAL INFORMATION~~

~~ITEM 1. NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS~~

~~(table dollar amounts in thousands, except share data)~~

~~(Unaudited)~~

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

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


	Fair Value
Cash and cash equivalents	$	292
Other assets	35
Other liabilities	(816)
Net tangible assets acquired	(489)
Customer relationship intangible	2,247
Goodwill	1,467
Purchase price	$	3,225

Of the total purchase price, ~~$16,527,000~~$2,247,000 was allocated to a ~~core deposit~~customer relationship intangible, which will be amortized over its estimated life of 10 years. The remaining purchase price was allocated to goodwill, which is ~~not~~ deductible for tax purposes.

~~Acquired loan data for MBT~~ Pro forma financial information of the Hoosier acquisition is not included in ~~the following table:~~these disclosures as it is deemed immaterial.

Fair Value of Acquired Loans at Acquisition Date Gross Contractual Amounts Receivable at Acquisition Date Best Estimate at Acquisition Date of Contractual Cash Flows Not Expected to be Collected
Acquired receivables subject to ASC 310-30 $ 3,531
$ 6,840
$ 2,733
Acquired receivables not subject to ASC 310-30 $ 729,047
$ 907,210
$ 14,722

Purchased loans with evidence of credit deterioration since origination and for which it is probable at the date of acquisition that the acquirer will not collect all contractually required principal and interest payments are accounted for under ASC 310-30, ~~Loans Acquired with Deteriorated Credit Quality~~. The difference between contractually required payments and the cash flows expected to be collected at acquisition is referred to as the nonaccretable difference. The accretable portion of the fair value discount or premium is the difference between the expected cash flows and the net present value of expected cash flows, with such difference accreted into earnings over the term of the loans.

~~Pro Forma Financial Information~~

The results of operations of MBT have been included in the Corporation's consolidated financial statements since the acquisition date. The following table includes pro forma results for the year ended December 31, 2019 as if the MBT acquisition occurred as of the beginning of the period presented.

2019
Total revenue (net interest income plus other income) $ 474,891
Net income available to common shareholders $ 161,228
Earnings per share:
Basic $ 2.89
Diluted $ 2.88

~~Table of Contents~~

~~PART I. FINANCIAL INFORMATION~~

~~ITEM 1. NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS~~

~~(table dollar amounts in thousands, except share data)~~

~~(Unaudited)~~

The pro forma information includes adjustments for interest income on loans and investments, interest expense on deposits and borrowings, premises expense for banking centers acquired and amortization of intangibles arising from the transaction and the related income tax effects. The pro forma information for the year ended December 31, 2019 includes operating revenue from MBT of $19.7 million since the date of acquisition. Additionally $19.7 million, net of tax, of non-recurring expenses directly attributable to the MBT acquisition were included in the year ended December 31, 2019 pro forma information.

The pro forma information is presented for informational purposes only and is not indicative of the results of operations that actually would have been achieved had the acquisition been consummated as of that time, or intended to be a projection of future results.

NOTE 3

~~NOTE 3~~

INVESTMENT SECURITIES

The following table summarizes the amortized cost, gross unrealized gains ~~gross unrealized~~and losses and approximate ~~market value of the Corporation's investment securities at the dates indicated were:~~

Amortized
Cost Gross
Unrealized
Gains Gross
Unrealized
Losses Fair
Value
Available for sale at June 30, 2020
U.S. Treasury $ 598

$ 2

$ —

$ 600
U.S. Government-sponsored agency securities 2,385
68
—
2,453
State and municipal 1,026,917
67,439
138
1,094,218
U.S. Government-sponsored mortgage-backed securities 761,391
28,870
27
790,234
Corporate obligations 3,031
57
—
3,088
Total available for sale 1,794,322
96,436
165
1,890,593
Held to maturity at June 30, 2020
U.S. Government-sponsored agency securities 10,100
3
—
10,103
State and municipal 374,214
23,779
43
397,950
U.S. Government-sponsored mortgage-backed securities 512,972
18,932
31
531,873
Foreign investment 1,500
—
—
1,500
Total held to maturity 898,786
42,714
74
941,426
Total Investment Securities $ 2,693,108
$ 139,150
$ 239
$ 2,832,019

Amortized
Cost Gross
Unrealized
Gains Gross
Unrealized
Losses Fair
Value
Available for sale at December 31, 2019
U.S. Government-sponsored agency securities $ 38,529
$ 346
$ —
$ 38,875
State and municipal 859,511
41,092
807
899,796
U.S. Government-sponsored mortgage-backed securities 842,349
10,378
1,404
851,323
Corporate obligations 31
—
—
31
Total available for sale 1,740,420
51,816
2,211
1,790,025
Held to maturity at December 31, 2019

U.S. Government-sponsored agency securities 15,619
1
37
15,583
State and municipal 354,115
15,151
107
369,159
U.S. Government-sponsored mortgage-backed securities 434,804
6,921
401
441,324
Foreign investment 1,500
—
—
1,500
Total held to maturity 806,038
22,073
545
827,566
Total Investment Securities $ 2,546,458
$ 73,889
$ 2,756
$ 2,617,591

The increase in unrealized gains from December 31, 2019 to June 30, 2020 is primarily due to interest rate declines. The longer term points on the yield curve have declined since year-end which increases the fair value of investment securities ~~in the portfolio.~~available for sale as of June 30, 2021 and December 31, 2020.


	Amortized Cost		Gross Unrealized Gains		Gross Unrealized Losses		Fair Value
Available for sale at June 30, 2021
U.S. Treasury	$	1,000	$	0	$	0	$	1,000
U.S. Government-sponsored agency securities	11,502		39		0		11,541
State and municipal	1,365,211		87,152		518		1,451,845
U.S. Government-sponsored mortgage-backed securities	952,720		12,937		7,371		958,286
Corporate obligations	4,031		197		0		4,228

Total available for sale	$	2,334,464	$	100,325	$	7,889	$	2,426,900


	Amortized Cost		Gross Unrealized Gains		Gross Unrealized Losses		Fair Value
Available for sale at December 31, 2020
U.S. Government-sponsored agency securities	$	2,380	$	50	$	0	$	2,430
State and municipal	1,168,711		89,420		246		1,257,885
U.S. Government-sponsored mortgage-backed securities	632,267		22,505		103		654,669
Corporate obligations	4,031		104		0		4,135

Total available for sale	$	1,807,389	$	112,079	$	349	$	1,919,119

Table of Contents

PART I. FINANCIAL INFORMATION

ITEM 1. NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS

(table dollar amounts in thousands, except share data)

(Unaudited)

The following table summarizes the amortized cost, gross unrealized gains and losses, approximate fair value and allowance for credit losses on investment securities held to maturity as of June 30, 2021 and December 31, 2020.


	Amortized Cost		Allowance for Credit Losses		Net Carrying Amount		Gross Unrealized Gains		Gross Unrealized Losses		Fair Value
Held to maturity at June 30, 2021
U.S. Government-sponsored agency securities	$	60,677	$	0	$	60,677	$	1	$	715	$	59,963
State and municipal	863,426		245		863,181		31,276		977		893,725
U.S. Government-sponsored mortgage-backed securities	796,056		0		796,056		12,164		2,561		805,659
Foreign investment	1,500		0		1,500		0		0		1,500
Total held to maturity	$	1,721,659	$	245	$	1,721,414	$	43,441	$	4,253	$	1,760,847


	Amortized Cost		Allowance for Credit Losses		Net Carrying Amount		Gross Unrealized Gains		Gross Unrealized Losses		Fair Value
Held to maturity at December 31, 2020
U.S. Government-sponsored agency securities	$	31,087	$	0	$	31,087	$	10	$	113	$	30,984
State and municipal	619,927		0		619,927		34,978		32		654,873
U.S. Government-sponsored mortgage-backed securities	575,154		0		575,154		17,889		107		592,936
Foreign investment	1,500		0		1,500		0		0		1,500
Total held to maturity	$	1,227,668	$	0	$	1,227,668	$	52,877	$	252	$	1,280,293

Accrued interest on investment securities available for sale and held to maturity of $22.9 million are included in the Interest Receivable line on the Corporation's Consolidated Condensed Balance Sheets. The total amount of accrued interest is excluded from the amortized cost of available for sale and held to maturity securities at June 30, 2020 and December 31, 2019, by contractual maturity, are shown below. Expected maturities will differ from contractual maturities because issuers may have the right to call or prepay obligations with or without call or prepayment penalties.presented above.

Available for Sale Held to Maturity
Amortized Cost Fair Value Amortized Cost Fair Value
Maturity Distribution at June 30,2020:
Due in one year or less $ 1,947
$ 1,961
$ 12,191
$ 12,217
Due after one through five years 4,589
4,718
23,639
24,224
Due after five through ten years 49,425
52,485
95,694
101,354
Due after ten years 976,970
1,041,195
254,290
271,758
1,032,931
1,100,359
385,814
409,553
U.S. Government-sponsored mortgage-backed securities 761,391
790,234
512,972
531,873
Total Investment Securities $ 1,794,322
$ 1,890,593
$ 898,786
$ 941,426

Available for Sale Held to Maturity
Amortized Cost Fair Value Amortized Cost Fair Value
Maturity Distribution at December 31, 2019
Due in one year or less $ 1,134
$ 1,136
$ 9,920
$ 10,105
Due after one through five years 5,031
5,141
45,197
45,654
Due after five through ten years 74,745
76,920
84,153
88,844
Due after ten years 817,161
855,505
231,964
241,639
898,071
938,702
371,234
386,242
U.S. Government-sponsored mortgage-backed securities 842,349
851,323
434,804
441,324
Total Investment Securities $ 1,740,420
$ 1,790,025
$ 806,038
$ 827,566

~~The carrying value of~~In determining the allowance for credit losses on investment securities pledged as collateral, to secure borrowings and for other purposes, was $1,100,278,000 at June 30, 2020, and $503,427,000 at December 31, 2019. In order to facilitate the funding of PPP loans, the Bank pledged securities to the Discount Window at the Federal Reserve Bank resulting in the increase in pledged securities at June 30, 2020 compared to December 31, 2019.

~~The book value of securities sold under agreements to repurchase amounted to $171,346,000 at June 30, 2020, and $182,856,000 at December 31, 2019.~~

~~Gross gains on the sales and redemptions of~~ available for sale ~~securities for the three and six months ended June 30, 2020 and 2019~~that are ~~shown below.~~

Three Months Ended
June 30, Six Months Ended
June 30,
2020 2019 2020 2019
Sales and Redemptions of Available for Sale Securities:
Gross gains $ 3,068
$ 1,843
$ 7,680
$ 2,983
Gross losses —

—

—

—

~~The following tables show the Corporation’s gross unrealized losses and fair value, aggregated by investment category and length of time the individual securities have been~~ in ~~a continuous~~an unrealized loss position, atthe Corporation first assesses whether it intends to sell, or it is more likely than not that it will be required to sell the security before recovery of its amortized cost basis. If either of the criteria regarding intent or requirement to sell is met, the security’s amortized cost basis is written down to fair value through the income statement. For investment securities available for sale that do not meet the aforementioned criteria, the Corporation evaluates whether the decline in fair value has resulted from credit losses or other factors. In making this assessment, the Corporation considers the extent to which fair value is less than amortized cost, any changes to the rating of the security by a rating agency, and adverse conditions specifically related to the security, among other factors. If this assessment indicates that a credit loss exists, the present value of cash flows expected to be collected from the security are compared to the amortized cost basis of the security. If the present value of cash flows expected to be collected is less than the amortized cost basis, a credit loss exists and an allowance for credit losses is recorded for the credit loss, limited by the amount that the fair value is less than the amortized cost basis. Unrealized losses that have not been recorded through an allowance for credit losses is recognized in other comprehensive income. Adjustments to the allowance are reported in the income statement as a component of the provision for credit loss. The Corporation has made the accounting policy election to exclude accrued interest receivable on investment securities available for sale from the estimate of credit losses. Investment securities available for sale are charged off against the allowance or, in the absence of any allowance, written down through the income statement when deemed uncollectible or when either of the aforementioned criteria regarding intent or requirement to sell is met. The Corporation did not record an allowance for credit losses on its investment securities available for sale as the unrealized losses were attributable to changes in interest rates, not credit quality.

The allowance for credit losses on investment securities held to maturity is a contra asset-valuation account that is deducted from the amortized cost basis of investment securities held to maturity to present the net amount expected to be collected. Investment securities held to maturity are charged off against the allowance when deemed uncollectible. Adjustments to the allowance are reported in the income statement as a component of the provision for credit loss. The Corporation measures expected credit losses on investment securities held to maturity on a collective basis by major security type with each type sharing similar risk characteristics, and considers historical credit loss information that is adjusted for current conditions and reasonable and supportable forecasts. The Corporation has made the accounting policy election to exclude accrued interest receivable on investment securities held to maturity from the estimate of credit losses. With regard to U.S. Government-sponsored agency and mortgage-backed securities, all these securities are issued by a U.S. government-sponsored entity and have an implicit or explicit government guarantee; therefore, no allowance for credit losses has been recorded for these securities. With regard to securities issued by states and municipalities and other investment securities held to maturity, management considers (1) issuer bond ratings, (2) historical loss rates for given bond ratings, (3) the financial condition of the issuer, and (4) whether issuers continue to make timely principal and interest payments under the contractual terms of the securities. Historical loss rates associated with securities having similar grades as those in the Corporation's portfolio have been insignificant. Furthermore, as of June 30, ~~2020,~~2021, there were no past due principal and ~~December 31, 2019:~~interest payments associated with these securities. An allowance for credit losses of $245,000 was recorded on the state and municipal securities classified as held to maturity based on applying the long-term historical credit loss rate, as published by Moody’s, for similarly rated securities.

Less than
12 Months
12 Months
or Longer
Total
Fair
Value
Gross
Unrealized
Losses
Fair
Value
Gross
Unrealized
Losses
Fair
Value
Gross
Unrealized
Losses
Temporarily Impaired Available for Sale Securities at June 30, 2020

State and municipal $ 23,745

$ 138

$ —

$ —

$ 23,745

$ 138
U.S. Government-sponsored mortgage-backed securities 15,239

27

—

—

15,239

27
Total Temporarily Impaired Available for Sale Securities 38,984

165

—

—

38,984

165
Temporarily Impaired Held to Maturity Securities at June 30,2020

State and municipal 2,633

43

—

—

2,633

43
U.S. Government-sponsored mortgage-backed securities 10,198

31

—

—

10,198

31
Total Temporarily Impaired Held to Maturity Securities 12,831

74

—

—

12,831

74
Total Temporarily Impaired Investment Securities $ 51,815

$ 239

$ —

$ —

$ 51,815

$ 239

Table of Contents

PART I. FINANCIAL INFORMATION

ITEM 1. NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS

(table dollar amounts in thousands, except share data)

(Unaudited)

Less than
12 Months
12 Months
or Longer
Total
Fair
Value
Gross
Unrealized
Losses
Fair
Value
Gross
Unrealized
Losses
Fair
Value
Gross
Unrealized
Losses
Temporarily Impaired Available for Sale Securities at December 31, 2019

State and municipal $ 76,273

$ 807

$ —

$ —

$ 76,273

$ 807
U.S. Government-sponsored mortgage-backed securities 127,673

1,326

20,796

78

148,469

1,404
Total Temporarily Impaired Available for Sale Securities 203,946

2,133

20,796

78

224,742

2,211
Temporarily Impaired Held to Maturity Securities at December 31, 2019

U.S. Government-sponsored agency securities 3,016

4

12,467

33

15,483

37
State and municipal 22,947

107

—

—

22,947

107
U.S. Government-sponsored mortgage-backed securities 124,253

364

7,991

37

132,244

401
Total Temporarily Impaired Held to Maturity Securities 150,216

475

20,458

70

170,674

545
Total Temporarily Impaired Investment Securities $ 354,162

$ 2,608

$ 41,254

$ 148

$ 395,416

$ 2,756

On a quarterly basis, the Corporation monitors the credit quality of investment securities held to maturity through the use of credit ratings. The following table summarizes the amortized cost of investment securities held to maturity at June 30, 2021, aggregated by credit quality indicator.


	Held to Maturity
	State and municipal		Other		Total
Credit Rating:
Aaa	$	54,753	$	60,677	$	115,430
Aa1	131,246		0		131,246
Aa2	136,008		0		136,008
Aa3	96,915		0		96,915
A1	66,549		0		66,549
A2	18,962		0		18,962
A3	1,065		0		1,065
Baa2	527		0		527
Non-rated	357,401		797,556		1,154,957
Total	$	863,426	$	858,233	$	1,721,659

The following table details activity in the allowance for credit losses on investment securities held to maturity during the six months ended June 30, 2021.


	State and municipal
Allowance for Credit Losses:
Balance, December 31, 2020	$	0
Impact of adopting ASC 326	245
Provision for credit loss	0
Securities charged off	0
Recoveries on securities	0
Balance, June 30, 2021	$	245

The following tables summarize, as of June 30, 2021 and December 31, 2020, investment securities available for sale in an unrealized loss position for which an allowance for credit losses has not been recorded, aggregated by security type and length of time in a continuous unrealized loss position.


	Less than 12 Months				12 Months or Longer				Total
	Fair Value		Gross Unrealized Losses		Fair Value		Gross Unrealized Losses		Fair Value		Gross Unrealized Losses
Investment securities available for sale at June 30, 2021

State and municipal	$	63,102	$	518	$	0	$	0	$	63,102	$	518
U.S. Government-sponsored mortgage-backed securities	460,616		7,371		0		0		460,616		7,371

Total investment securities available for sale	$	523,718	$	7,889	$	0	$	0	$	523,718	$	7,889


	Less than 12 Months				12 Months or Longer				Total
	Fair Value		Gross Unrealized Losses		Fair Value		Gross Unrealized Losses		Fair Value		Gross Unrealized Losses
Investment securities available for sale at December 31, 2020

State and municipal	$	5,368	$	246	$	0	$	0	$	5,368	$	246
U.S. Government-sponsored mortgage-backed securities	9,651		103		0		0		9,651		103

Total investment securities available for sale	$	15,019	$	349	$	0	$	0	$	15,019	$	349

Table of Contents

PART I. FINANCIAL INFORMATION

ITEM 1. NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS

(table dollar amounts in thousands, except share data)

(Unaudited)

Certain ~~investments in debt and equity~~investment securities available for sale are reported in the financial statements at an amount less than their historical cost as indicated in the table below.


	June 30, 2021			December 31, 2020
Investments available for sale reported at less than historical cost:
Historical cost	$	531,607		$	15,368
Fair value	523,718			15,019
Gross unrealized losses	$	7,889		$	349
Percent of the Corporation's investments available for sale	21.6		%	0.8		%

June 30, 2020 December 31, 2019
Investments reported at less than historical cost:
Historical cost $ 52,054
$ 398,172
Fair value 51,815
395,416
Gross unrealized losses $ 239
$ 2,756
Percent of the Corporation's investment portfolio 1.9 % 15.2 %

The Corporation's management believes the decline in fair value for these securities was temporary. Should the impairment of any of these securities become other-than-temporary, the cost basis of the investment will be reduced and the resulting loss recognized in net income during the period the other-than-temporary-impairment ("OTTI") is identified. The Corporation’s management has evaluated all securities with unrealized losses for OTTI and concluded no OTTI existed at June 30, 2020.

In determining the fair value of the investment securities portfolio, the Corporation utilizes a third party for portfolio accounting services, including market value input, for those securities classified as Level 1 and Level 2 in the fair value hierarchy. The Corporation has obtained an understanding of what inputs are being used by the vendor in pricing the portfolio and how the vendor classified these securities based upon these inputs. From these discussions, the Corporation’s management is comfortable that the classifications are proper. The Corporation has gained trust in the data for two reasons: (a) independent spot testing of the data is conducted by the Corporation through obtaining market quotes from various brokers on a periodic basis; and (b) actual gains or loss resulting from the sale of certain securities has proven the data to be accurate over time. Fair value of securities classified as Level 3 in the valuation hierarchy was determined using a discounted cash flow model that incorporated market estimates of interest rates and volatility in markets that have not been active.

~~State and Municipal Securities~~

The unrealized losses on the Corporation's investments in securities of state and political subdivisions were caused by interest rate changes. The contractual terms of those investments do not permit the issuer to settle the securities at a price less than the amortized cost basis of the investments. Because the Corporation does not intend to sell the investments and it is not more likely than not that the Corporation will be required to sell the investments before recovery of their amortized cost basis, which may be maturity, the Corporation does not consider those investments to be other-than-temporarily impaired at June 30, 2020. The state and municipal securities portfolio contains unrealized losses of $138,000 on 13 securities and $43,000 on 2 securities in the available for sale and held to maturity portfolios, respectively. At June 30, 2020, the Corporation had little to no exposure to municipal bonds related to entertainment receipts, student housing, parking facilities, airports, nursing homes or public transit.

U.S. Government-Sponsored Mortgage-Backed Securities

The unrealized losses on the Corporation's investment in mortgage-backed securities were a result of interest rate changes. The Corporation expects to recover the amortized cost basis over the term of the securities. Because the decline in market value is attributable to changes in interest rates and not credit quality, and because the Corporation does not intend to sell the investments and it is not more likely than not that the Corporation will be required to sell the investments before recovery of their amortized cost basis, which may be ~~maturity, the Corporation does not consider those investments to be other-than-temporarily impaired at~~maturity. At June 30, ~~2020. The~~2021, the mortgage-backed securities portfolio contains unrealized losses of ~~$27,000~~$7.4 million on ~~1 security~~NaN securities in the available for sale ~~portfolio and $31,000 on 3 securities in the held to maturity~~ portfolio. All these securities are issued by a government-sponsored entity.

State and Municipal Securities, U.S. ~~government-sponsored entity~~Government-Sponsored Agency Securities and Corporate Obligation Securities

The unrealized losses on the Corporation's investments in securities of state and political subdivisions, U.S. Government-Sponsored Agency securities and corporate obligations were caused by interest rate increases. The contractual terms of those investments do not permit the issuer to settle the securities at a price less than the amortized cost basis of the investments. The Corporation does not intend to sell the investments and it is not more likely than not that the Corporation will be required to sell the investments before recovery of their amortized cost basis, which may be maturity. At June 30, 2021, the state and municipal securities portfolio contains unrealized losses of $518,000 on NaN securities in the available for sale portfolio.

The amortized cost and fair value of investment securities available for sale and held to maturity at June 30, 2021 and December 31, 2020, by contractual maturity are shown below. Expected maturities will differ from contractual maturities because issuers may have ~~an implicit~~the right to call or explicit government guarantee. The slowing of prepayments and the forbearance programs resulting from the financial impacts of COVID-19 could increase bond duration and potentially improve market values on these securities.prepay obligations with or without call or prepayment penalties. Securities not due at a single maturity are shown separately.


	Available for Sale				Held to Maturity
	Amortized Cost		Fair Value		Amortized Cost		Fair Value
Maturity Distribution at June 30, 2021
Due in one year or less	$	1,060	$	1,067	$	8,405	$	8,461
Due after one through five years	8,850		9,176		23,079		24,351
Due after five through ten years	90,059		95,333		147,663		152,770
Due after ten years	1,281,775		1,363,038		746,456		769,606
	1,381,744		1,468,614		925,603		955,188
U.S. Government-sponsored mortgage-backed securities	952,720		958,286		796,056		805,659

Total investment securities	$	2,334,464	$	2,426,900	$	1,721,659	$	1,760,847


	Available for Sale				Held to Maturity
	Amortized Cost		Fair Value		Amortized Cost		Fair Value
Maturity Distribution at December 31, 2020
Due in one year or less	$	1,349	$	1,353	$	9,712	$	9,755
Due after one through five years	5,545		5,764		22,241		23,190
Due after five through ten years	70,777		75,223		115,408		121,333
Due after ten years	1,097,451		1,182,110		505,153		533,079
	1,175,122		1,264,450		652,514		687,357
U.S. Government-sponsored mortgage-backed securities	632,267		654,669		575,154		592,936

Total investment securities	$	1,807,389	$	1,919,119	$	1,227,668	$	1,280,293

Table of Contents

PART I. FINANCIAL INFORMATION

ITEM 1. NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS

(table dollar amounts in thousands, except share data)

(Unaudited)

Securities with a carrying value of approximately $877.1 million and $890.0 million were pledged at June 30, 2021 and December 31, 2020, respectively, to secure certain deposits and securities sold under repurchase agreements, and for other purposes as permitted or required by law.

The book value of securities sold under agreements to repurchase amounted to $139.3 million at June 30, 2021 and $167.3 million at

December 31, 2020.

Gross gains on the sales and redemptions of investment securities available for sale for the three and six months ended June 30, 2021 and 2020 are shown below.


	Three Months Ended June 30,				Six Months Ended June 30,
	2021		2020		2021		2020
Sales and redemptions of investment securities available for sale:
Gross gains	$	1,822	$	3,068	$	3,898	$	7,680
Gross losses	61		0		338		0

Net gains on sales and redemptions of investment securities available for sale	$	1,761	$	3,068	$	3,560	$	7,680

NOTE 4

LOANS AND ALLOWANCE

Loan Portfolio and Credit Quality

Loans are stated at the amount of unpaid principal, reduced by deferred income (net of costs). Interest on loans is recognized using the simple interest method on the daily balances of the principal amounts outstanding. Loan origination fees, net of direct loan origination costs, and commitment fees are deferred and amortized as an adjustment to yield over the life of the loan, or over the commitment period, as applicable.

The ~~Corporation’s~~Corporation's primary lending focus is small business and middle market commercial, commercial real estate and residential real estate, which results in portfolio diversification. The following tables show the composition of the loan portfolio ~~the allowance for loan losses~~ and credit quality characteristics by collateral classification, excluding loans held for sale. Loans held for sale ~~as of~~ at June 30, ~~2020~~,2021 and December 31, ~~2019~~,2020, were ~~$901,000~~$18.6 million and ~~$9,037,000,~~$4.0 million, respectively.

The following table illustrates the composition of the Corporation’s loan portfolio by loan class for the periods indicated:


	June 30, 2021		December 31, 2020

Commercial and industrial loans	$	2,671,076	$	2,776,699
Agricultural land, production and other loans to farmers	235,020		281,884
Real estate loans:
Construction	491,200		484,723
Commercial real estate, non-owner occupied	2,263,497		2,220,949
Commercial real estate, owner occupied	953,501		958,501
Residential	1,127,442		1,234,741
Home equity	489,997		508,259
Individuals' loans for household and other personal expenditures	130,819		129,479
Public finance and other commercial loans	758,698		647,939
Loans	$	9,121,250	$	9,243,174

June 30, 2020
December 31, 2019
Commercial and industrial loans $ 2,898,329

$ 2,109,879
Agricultural production financing and other loans to farmers 93,838

93,861
Real estate loans:

Construction 640,560

787,568
Commercial and farmland 3,239,998

3,052,698
Residential 1,145,187

1,143,217
Home equity 532,314

588,984
Individuals' loans for household and other personal expenditures 123,611

135,989
Public finance and other commercial loans 624,704

547,114
Loans 9,298,541

8,459,310
Allowance for loan losses (121,119 )
(80,284 )
Net Loans $ 9,177,422

$ 8,379,026

On March 27, 2020, the Coronavirus Aid, Relief and Economic Security Act (the “CARES Act”) was signed into law, providing an approximately $2 trillion stimulus package that includes direct payments to individual taxpayers, economic stimulus to significantly impacted industry sectors, emergency funding for hospitals and providers, small business loans, increased unemployment benefits, and a variety of tax incentives.

For small businesses, eligible nonprofits and certain others, the CARES Act established a Paycheck Protection Program (“PPP”), which is administered by the Small Business Administration (“SBA”). On April 24, 2020, the Paycheck Protection Program and Health Care Enhancement Act was enacted. Among other things, this legislation amends the initial CARES Act program by raising the appropriation level for PPP loans from $349 billion to $670 billion. The PPP was further modified on June 5, 2020 with the adoption of the Paycheck Protection Program Flexibility Act (the Flexibility Act), which extended the maturity date for PPP loans from two years to five years for loans disbursed on or after the date of enactment of the Flexibility Act. For PPP loans disbursed prior to such enactment, the Flexibility Act permits the borrower and lender to mutually agree to extend the term of the loan to five years. The Bank has actively participated in assisting its customers with applications for resources through the program. PPP loans earn interest at a fixed rate of 1 percent and primarily have a two year term. The Bank anticipates that the majority of these loans will ultimately be forgiven, in whole or in part, by the SBA in accordance with the terms of the program. As of June 30, 2021, the Corporation had $415.8 million of Paycheck Protection Program ("PPP") loans compared to the December 31, 2020 ~~the Bank had funded over 5,000~~balance of $667.1 million. PPP loans ~~representing $882.9 million, which is net of deferred processing fees and costs of $24.6 million, and is primarily~~are included in the commercial and industrial loan class. ~~Under the terms~~Additional details of the PPP ~~the loans~~ are ~~fully guaranteed by the U.S. government.~~included in The ~~Bank borrowed from~~CARES Act and the Paycheck Protection Program ~~Liquidity Facility ("PPPL Facility") to supplement liquidity to fund the PPP loans. The outstanding balance~~sections of the ~~PPPL Facility borrowings at June 30, 2020 was $166.9 million. Details of the borrowings from the PPPL Facility are included~~"COVID-19 UPDATE" in the ~~"LIQUIDITY" section of this Management's~~Management’s Discussion and Analysis of Financial Condition and Results of Operations onincluded in this Form 10-Q.

~~Allowance,~~ Credit Quality ~~and Loan Portfolio~~

~~The original implementation date~~As part of the Current Expected Credit Loss (CECL) model for calculating the Allowance for Credit Losses guided by FASB Accounting Standards Update No. 2016-13, Financial Instruments - Credit Losses (Topic 326): Measurement of Credit losses on Financial Instruments was January 1, 2020. Pursuant to the CARES Act and the related joint statement of federal banking regulators (which also became effective as of March 27, 2020), and consistent with guidance from the SEC and FASB, the Corporation elected to delay implementation of ASU No. 2016-13. As discussed below, ASU No. 2016-13, provides for the replacementongoing monitoring of the ~~incurred loss model for recording the allowance for loan losses with CECL. However, as a result~~credit quality of the ~~Corporation’s election, its 2020 financial statements have been prepared under~~Corporation's loan portfolio, management tracks certain credit quality indicators including trends related to: (i) the ~~existing incurred loss model. The temporary relief applicable to~~level of criticized commercial loans, (ii) net charge-offs, (iii) non-performing loans, (iv) covenant failures and (v) the ~~Corporation’s compliance with CECL ends on the earlier of: (1) the termination date of the~~general national ~~emergency concerning the COVID-19 outbreak, declared by the President of the United States on March 13, 2020, under the National Emergencies Act; or (2) December 31, 2020.~~and local economic conditions.

Table of Contents

PART I. FINANCIAL INFORMATION

ITEM 1. NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS

(table dollar amounts in thousands, except share data)

(Unaudited)

The Corporation ~~maintains an allowance~~utilizes a risk grading of pass, special mention, substandard, doubtful and loss to assess the overall credit quality of large commercial loans. All large commercial credit grades are reviewed at a minimum of once a year for ~~loan losses~~pass grade loans. Loans with grades below pass are reviewed more frequently depending on the grade. A description of the general characteristics of these grades is as follows:

•Pass - Loans that are considered to ~~cover probable~~be of acceptable credit ~~losses identified during its loan review process. Management believes~~quality.

•Special Mention - Loans which possess some credit deficiency or potential weakness, which deserves close attention. If left uncorrected, these potential weaknesses may result in deterioration of the ~~allowance~~repayment prospects for ~~loan losses is adequate to cover probable losses inherent~~the asset or in the Corporation's credit position at some future date. Special mention assets are not adversely classified and do not expose the Corporation to sufficient risk to warrant adverse classification.

•Substandard - A substandard loan ~~portfolio at June 30, 2020. The process for determining~~is inadequately protected by the ~~adequacy~~current net worth and paying capacity of the ~~allowance for loan losses is critical to~~obligor or of the ~~Corporation’s financial results. It requires management to make difficult, subjective and complex judgments to estimate~~collateral pledged, if any. Assets so classified have a well-defined weakness that jeopardizes the ~~effect~~liquidation of ~~uncertain matters. The allowance for loan losses considers current factors, including economic~~the debt. They are characterized by the distinct possibility that the Corporation will sustain some loss if the deficiencies are not corrected.

•Doubtful - Loans that have all of the weaknesses of those classified as Substandard. However, based on currently existing facts, conditions and ~~ongoing internal~~values, these weaknesses make full collection of principal highly questionable and ~~external examinations,~~improbable.

•Loss – Loans that are considered uncollectible and of such little value that continuing to carry them as an asset is not warranted. Loans will ~~increase~~be classified as Loss when it is neither practical or ~~decrease as deemed necessary~~desirable to ensure it remains adequate. In addition, the allowance as a percentage of charge-offs and nonperforming loans will change at different points in time based on credit performance, portfolio mix and collateral values.

The allowance for loan losses is maintained through the provision for loan losses, which is a charge against earnings. The allowance is increased by provision expense and decreased by charge-offs less recoveries. All charge-offs are approved by the Bank's senior credit officers and in accordance with established policies. The Bank chargesdefer writing off ~~a loan when a determination is made that~~or reserving all or a portion of ~~the loan is uncollectable. The amount provided for loan losses in~~ a ~~given period~~basically worthless asset, even though partial recovery may be greater than or less than net loan losses experienced during the period, and is based on management’s judgment as to the appropriate level of the allowance for loan losses. The determination of the provision amount is based on management’s ongoing review and evaluation of the loan portfolio, including an internally administered loan "watch" list and independent loan reviews. The evaluation takes into consideration identified credit problems, the possibility of losses inherentpossible at some time in the ~~loan portfolio that are not specifically identified and management’s judgment as to the impact of the current environment and economic conditions on the portfolio.~~future.

The allowance consists of specific impairment reserves as required by ASC 310-10-35, a component for historical losses in accordance with ASC 450 and the consideration of current environmental factors in accordance with ASC 450. A loan is deemed impaired when, based on current information or events, it is probable that all amounts due of principal and interest according to the contractual terms of the loan agreement will not be collected.

The historical loss allocation for loans not deemed impaired according to ASC 450 is the product of the volume of loans within the non-impaired criticized and non-criticized risk grade classifications, each segmented by call code, and the historical loss factor for each respective classification and call code segment. The historical loss factors are based upon actual loss experience within each risk and call code classification. The historical look back period for non-criticized loans looks to the most recent rolling-four-quarter average and aligns with the look back period for non-impaired criticized loans. Each of the rolling four quarter periods used to obtain the average, include all charge-offs for the previous twelve-month period, therefore the historical look back period includes seven quarters. The resulting allocation is reflective of current conditions. Criticized loans are grouped based on the risk grade assigned to the loan. Loans with a special mention grade but not impaired are assigned a loss factor, and loans with a classified grade but not impaired are assigned a separate loss factor. The loss factor computation for this allocation includes a segmented historical loss migration analysis of risk grades to charge-off.

In addition to the specific reserves and historical loss components of the allowance, consideration is given to various environmental factors to ensure that losses inherent in the portfolio are reflected in the allowance for loan losses. The environmental component adjusts the historical loss allocations for non-impaired loans to reflect relevant current conditions that, in management's opinion, have an impact on loss recognition. Environmental factors that management reviews in the analysis include: national and local economic trends and conditions; trends in growth in the loan portfolio and growth in higher risk areas; levels of, and trends in, delinquencies and non-accruals; experience and depth of lending management and staff; adequacy of, and adherence to, lending policies and procedures including those for underwriting; industry concentrations of credit; and adequacy of risk identification systems and controls through the internal loan review and internal audit processes.

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

Table of Contents

PART I. FINANCIAL INFORMATION

ITEM 1. NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS

(table dollar amounts in thousands, except share data)

(Unaudited)

The following tables summarize ~~changes in~~ the ~~allowance for loan losses by loan segment for the three and six months ended June 30, 2020 and June 30, 2019:~~

Three Months Ended June 30, 2020
Commercial
Commercial
Real Estate
Consumer
Residential
Total
Allowance for loan losses:

Balances, March 31, 2020 $ 38,431

$ 37,907

$ 5,752

$ 17,364

$ 99,454
Provision for losses 6,240

8,945

2,783

3,927

21,895
Recoveries on loans 106

107

56

48

317
Loans charged off (99 )
(41 )
(146 )
(261 )
(547 )
Balances, June 30, 2020 $ 44,678

$ 46,918

$ 8,445

$ 21,078

$ 121,119

Six Months Ended June 30, 2020
Commercial
Commercial
Real Estate
Consumer
Residential
Total
Allowance for loan losses:

Balances, December 31, 2019 $ 32,902

$ 28,778

$ 4,035

$ 14,569

$ 80,284
Provision for losses 11,941

18,139

4,707

6,860

41,647
Recoveries on loans 549

225

98

118

990
Loans charged off (714 )
(224 )
(395 )
(469 )
(1,802 )
Balances, June 30, 2020 $ 44,678

$ 46,918

$ 8,445

$ 21,078

$ 121,119

Three Months Ended June 30, 2019
Commercial
Commercial
Real Estate
Consumer
Residential
Total
Allowance for loan losses:

Balances, March 31, 2019 $ 33,069

$ 29,434

$ 4,026

$ 14,373

$ 80,902
Provision for losses 100

320

36

44

500
Recoveries on loans 344

778

100

212

1,434
Loans charged off (311 )
(1,001 )
(92 )
(158 )
(1,562 )
Balances, June 30, 2019 $ 33,202

$ 29,531

$ 4,070

$ 14,471

$ 81,274

Six Months Ended June 30, 2019
Commercial
Commercial
Real Estate
Consumer
Residential
Total
Allowance for loan losses:

Balances, December 31, 2018 $ 32,657

$ 29,609

$ 3,964

$ 14,322

$ 80,552
Provision for losses 336

1,089

141

134

1,700
Recoveries on loans 886

1,023

218

312

2,439
Loans charged off (677 )
(2,190 )
(253 )
(297 )
(3,417 )
Balances, June 30, 2019 $ 33,202

$ 29,531

$ 4,070

$ 14,471

$ 81,274

~~The tables below show~~risk grading of the Corporation’s ~~allowance for loan losses and~~ loan portfolio by loan ~~segment~~class and by year of origination for the years indicated. Consumer loans are not risk graded. For the purposes of this disclosure, the consumer loans are classified in the following manner: loans that are less than 30 days past due are Pass, loans 30-89 days past due are Special Mention and loans greater than 89 days past due are Substandard. The entire balance of a loan is considered delinquent if the minimum payment contractually required to be made is not received by the specified due date. Loans that evidenced deterioration of credit quality since origination and it was probable, at acquisition, that all contractually required payments would not be collected are included in the applicable categories below. Commercial and industrial loan balances as of ~~the periods indicated.~~June 30, 2021 with an origination year of 2021 and 2020 include PPP loans of $302.0 million and $113.8 million, respectively.


	Term Loans (amortized cost basis by origination year)
	2021		2020		2019		2018		2017		Prior		Revolving loans amortized cost basis		Revolving loans converted to term		Total
Commercial and industrial loans
Pass	$	705,017	$	680,616	$	220,134	$	88,941	$	35,001	$	61,402	$	764,492	$	0	$	2,555,603
Special Mention	8,826		31,372		963		1,214		2,315		2,299		17,494		0		64,483
Substandard	2,496		3,140		6,148		647		345		861		37,353		0		50,990


Total Commercial and industrial loans	$	716,339	$	715,128	$	227,245	$	90,802	$	37,661	$	64,562	$	819,339	$	0	$	2,671,076
Agricultural land, production and other loans to farmers
Pass	29,307		53,177		24,414		10,441		7,291		43,426		50,668		0		218,724
Special Mention	132		1,561		186		480		0		392		1,572		0		4,323
Substandard	719		1,893		137		1,732		402		3,479		3,611		0		11,973


Total Agricultural land, production and other loans to farmers	$	30,158	$	56,631	$	24,737	$	12,653	$	7,693	$	47,297	$	55,851	$	0	$	235,020
Real estate loans:
Construction
Pass	87,073		190,362		140,397		49,429		3,031		2,788		17,622		0		490,702
Special Mention	0		367		0		0		0		0		40		0		407
Substandard	0		28		0		62		0		1		0		0		91


Total Construction	$	87,073	$	190,757	$	140,397	$	49,491	$	3,031	$	2,789	$	17,662	$	0	$	491,200
Commercial real estate, non-owner occupied
Pass	320,351		829,716		276,030		181,489		134,569		177,499		28,768		0		1,948,422
Special Mention	53,576		161,095		0		10,333		0		10,098		1,250		0		236,352
Substandard	5,997		39,117		23,676		2,130		7,503		300		0		0		78,723


Total Commercial real estate, non-owner occupied	$	379,924	$	1,029,928	$	299,706	$	193,952	$	142,072	$	187,897	$	30,018	$	0	$	2,263,497
Commercial real estate, owner occupied
Pass	154,390		444,147		110,496		48,809		53,093		75,210		35,589		0		921,734
Special Mention	562		5,813		2,570		1,626		2,208		1,748		157		0		14,684
Substandard	954		11,567		0		53		2,734		1,775		0		0		17,083


Total Commercial real estate, owner occupied	$	155,906	$	461,527	$	113,066	$	50,488	$	58,035	$	78,733	$	35,746	$	0	$	953,501
Residential
Pass	162,624		411,016		124,377		86,116		67,041		258,010		3,919		34		1,113,137
Special Mention	282		1,322		219		657		60		1,152		0		0		3,692
Substandard	1,434		3,248		107		1,392		203		4,140		89		0		10,613


Total Residential	$	164,340	$	415,586	$	124,703	$	88,165	$	67,304	$	263,302	$	4,008	$	34	$	1,127,442
Home equity
Pass	24,144		20,741		2,313		2,530		1,605		4,689		430,070		171		486,263
Special Mention	0		0		0		9		0		59		1,888		0		1,956
Substandard	488		0		0		10		98		178		1,004		0		1,778


Total Home Equity	$	24,632	$	20,741	$	2,313	$	2,549	$	1,703	$	4,926	$	432,962	$	171	$	489,997
Individuals' loans for household and other personal expenditures
Pass	31,102		34,212		20,548		15,707		3,433		6,358		17,855		0		129,215
Special Mention	5		223		188		40		16		25		1,107		0		1,604
Substandard	0		0		0		0		0		0		0		0		0


Total Individuals' loans for household and other personal expenditures	$	31,107	$	34,435	$	20,736	$	15,747	$	3,449	$	6,383	$	18,962	$	0	$	130,819
Public finance and other commercial loans
Pass	172,554		189,090		101,518		39,675		108,677		133,286		13,898		0		758,698




Total Public finance and other commercial loans	$	172,554	$	189,090	$	101,518	$	39,675	$	108,677	$	133,286	$	13,898	$	0	$	758,698
Loans	$	1,762,033	$	3,113,823	$	1,054,421	$	543,522	$	429,625	$	789,175	$	1,428,446	$	205	$	9,121,250

June 30, 2020
Commercial
Commercial
Real Estate
Consumer
Residential
Total
Allowance Balances:

Individually evaluated for impairment $ 7,466

$ 4,943

$ —

$ 590

$ 12,999
Collectively evaluated for impairment 37,212

41,975

8,445

20,488

108,120
Total Allowance for Loan Losses $ 44,678

$ 46,918

$ 8,445

$ 21,078

$ 121,119
Loan Balances:

Individually evaluated for impairment $ 15,312

$ 26,512

$ 3

$ 3,453

$ 45,280
Collectively evaluated for impairment 3,600,395

3,847,884

123,608

1,673,093

9,244,980
Loans acquired with deteriorated credit quality 1,164

6,162

—

955

8,281
Loans $ 3,616,871

$ 3,880,558

$ 123,611

$ 1,677,501

$ 9,298,541

Table of Contents

PART I. FINANCIAL INFORMATION

ITEM 1. NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS

(table dollar amounts in thousands, except share data)

(Unaudited)

December 31, 2019
Commercial
Commercial
Real Estate
Consumer
Residential
Total
Allowance Balances:

Individually evaluated for impairment $ —

$ 231

$ —

$ 458

$ 689
Collectively evaluated for impairment 32,902

28,547

4,035

14,111

79,595
Total Allowance for Loan Losses $ 32,902

$ 28,778

$ 4,035

$ 14,569

$ 80,284
Loan Balances:

Individually evaluated for impairment $ 457

$ 8,728

$ 4

$ 2,520

$ 11,709
Collectively evaluated for impairment 2,748,681

3,821,660

135,985

1,727,966

8,434,292
Loans acquired with deteriorated credit quality 1,716

9,878

—

1,715

13,309
Loans $ 2,750,854

$ 3,840,266

$ 135,989

$ 1,732,201

$ 8,459,310


	December 31, 2020
	Commercial Pass		Commercial Special Mention		Commercial Substandard		Commercial Doubtful		Commercial Loss		Consumer Performing		Consumer Non-Performing		Total
Commercial and industrial loans	$	2,562,077	$	117,503	$	97,119	$	0	$	0	$	0	$	0	$	2,776,699
Agricultural land, production and other loans to farmers	243,991		26,835		9,885		0		0		1,173		0		281,884
Real estate Loans:
Construction	446,846		10,445		5,549		0		0		21,763		120		484,723
Commercial real estate, non-owner occupied	1,979,827		160,304		80,818		0		0		0		0		2,220,949
Commercial real estate, owner occupied	907,566		17,641		33,294		0		0		0		0		958,501
Residential	199,338		2,261		7,058		0		0		1,020,687		5,397		1,234,741
Home equity	12,714		0		989		0		0		492,999		1,557		508,259
Individuals' loans for household and other personal expenditures	0		0		0		0		0		129,440		39		129,479

Public finance and other commercial loans	647,939		0		0		0		0		0		0		647,939
Loans	$	7,000,298	$	334,989	$	234,712	$	0	$	0	$	1,666,062	$	7,113	$	9,243,174

Total past due loans equaled $68.4 million as of June 30, 2021, a $4.4 million decrease from the total of $72.8 million for December 31, 2020. At June 30, 2021, 30-59 Days Past Due loans totaled $13.0 million, a decrease of $6.6 million from December 31, 2020. The primary decreases were in commercial real estate, both non-owner occupied and owner occupied segments, and in home equity loans. The overall balances in the 60-89 and 90 plus Days Past Due categories remained relatively level with the December 31, 2020 balances. The tables below show a past due aging of the Corporation’s loan portfolio, by loan class, for the years indicated:


	June 30, 2021
	Current		30-59 Days Past Due		60-89 Days Past Due		90 Days or More Past Due		Total		Loans > 90 Days or More Past Due And Accruing
Commercial and industrial loans	$	2,658,952	$	6,336	$	4,590	$	1,198	$	2,671,076	$	0
Agricultural land, production and other loans to farmers	234,432		0		0		588		235,020		0
Real estate loans:
Construction	491,200		0		0		0		491,200		0
Commercial real estate, non-owner occupied	2,221,577		39		5,364		36,517		2,263,497		0
Commercial real estate, owner occupied	949,949		2,127		0		1,425		953,501		0
Residential	1,121,721		2,276		347		3,098		1,127,442		183
Home equity	487,075		832		1,125		965		489,997		0
Individuals' loans for household and other personal expenditures	129,214		1,397		208		0		130,819		0

Public finance and other commercial loans	758,698		0		0		0		758,698		0
Loans	$	9,052,818	$	13,007	$	11,634	$	43,791	$	9,121,250	$	183


	December 31, 2020
	Current		30-59 Days Past Due		60-89 Days Past Due		90 Days or More Past Due		Total		Loans > 90 Days or More Past Due And Accruing
Commercial and industrial loans	$	2,761,473	$	5,866	$	6,571	$	2,789	$	2,776,699	$	594
Agricultural land, production and other loans to farmers	280,615		146		226		897		281,884		0
Real estate loans:
Construction	484,706		0		17		0		484,723		0
Commercial real estate, non-owner occupied	2,184,681		2,525		2,109		31,634		2,220,949		0
Commercial real estate, owner occupied	951,561		4,854		180		1,906		958,501		0
Residential	1,226,779		3,269		1,429		3,264		1,234,741		133
Home equity	503,596		2,644		559		1,460		508,259		19
Individuals' loans for household and other personal expenditures	129,049		334		96		0		129,479		0

Public finance and other commercial loans	647,939		0		0		0		647,939		0
Loans	$	9,170,399	$	19,638	$	11,187	$	41,950	$	9,243,174	$	746

Table of Contents

PART I. FINANCIAL INFORMATION

ITEM 1. NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS

(table dollar amounts in thousands, except share data)

(Unaudited)

Loans are reclassified to a non-accruing status when, in management’s judgment, the collateral value and financial condition of the borrower do not justify accruing interest. All unpaid accrued interest is reversed against earnings when considered uncollectible and at the time accrual is discontinued. Payments subsequently received on non-accrual loans are applied to principal. A loan is returned to accrual status when principal and interest are no longer past due and collectability is probable, typically after a minimum of six consecutive months of performance.

The following table summarizes the Corporation’s non-accrual loans by loan class for the periods indicated:


	June 30, 2021				December 31, 2020
	Non-Accrual Loans		Non-Accrual Loans with no Allowance for Credit Losses		Non-Accrual Loans
Commercial and industrial loans	$	1,467	$	781	$	2,329
Agricultural land, production and other loans to farmers	682		562		1,012
Real estate loans:
Construction	1		0		123
Commercial real estate, non-owner occupied	45,437		28,179		46,316
Commercial real estate, owner occupied	2,133		926		3,040
Residential	5,552		816		6,517
Home equity	2,248		0		2,095
Individuals' loans for household and other personal expenditures	36		0		39

Loans	$	57,556	$	31,264	$	61,471

There was 0 interest income recognized on non-accrual loans for the three and six months ended June 30, 2021 and 2020, respectively.

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

The following table presents the amortized cost basis of collateral dependent loans, which are individually evaluated to determine expected credit losses:


	June 30, 2021
	Commercial Real Estate		Residential Real Estate		Other		Total		Allowance on Collateral Dependent Loans
Commercial and industrial loans	$	0	$	0	$	2,106	$	2,106	$	727
Agricultural land, production and other loans to farmers	562		0		300		862		117
Real estate loans:

Commercial real estate, non-owner occupied	47,834		0		0		47,834		4,943
Commercial real estate, owner occupied	2,942		0		0		2,942		238
Residential	0		2,981		0		2,981		334
Home equity	0		408		0		408		67
Individuals' loans for household and other personal expenditures	0		0		1		1		0

Loans	$	51,338	$	3,389	$	2,407	$	57,134	$	6,426

Table of Contents

PART I. FINANCIAL INFORMATION

ITEM 1. NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS

(table dollar amounts in thousands, except share data)

(Unaudited)

As detailed in NOTE 1. GENERAL of these Notes to Consolidated Condensed Financial Statements, the Bank's banking regulators issued guidance in March 2020 encouraging financial institutions to work prudently with borrowers who are or may be unable to meet their contractual payment obligations due to the effects of COVID-19. Additionally, Section 4013 of the CARES Act had further provided that a qualified loan modification is exempt by law from classification as a troubled debt restructure as defined by GAAP, from the period beginning March 1, 2020 until the earlier of December 31, 2020 or the date that is 60 days after the date on which the national emergency concerning the COVID-19 outbreak under the National Emergencies Act (50 U.S.C. 1601 et seq.) terminates. In accordance with that guidance, the Bank has offered short-term modifications made in response to COVID-19 to borrowers who were current and otherwise not past due. These included short-term, 180 days or less, modifications in the form of payment deferrals, fee waivers, extensions of repayment terms, or other delays in payment that are insignificant. The Consolidated Appropriations Act, 2021 extended the expiration date for COVID-related loan modifications exempt from troubled debt restructuring classification until the earlier of January 1, 2022, or 60 days after the termination of the national emergency. Details of the Corporation's modifications are included in the "LOAN QUALITY" section of Management’s Discussion and Analysis of Financial Condition and Results of Operations included in this Form 10-Q.

In certain loan restructuring situations, the Corporation may grant a concession to a debtor experiencing financial difficulty, resulting in a troubled debt restructuring. A concession is deemed to be granted when, as a result of the restructuring, the Corporation does not expect to collect all original amounts due, including interest accrued at the original contract rate. If the payment of principal at original maturity is primarily dependent on the value of collateral, the current value of the collateral is considered in determining whether the principal will be repaid.

The following tables summarize troubled debt restructures in the Corporation's loan portfolio that occurred during the three months and six months ended June 30, 2021 and 2020, respectively.


			Three Months Ended June 30, 2021
	Pre- Modification Recorded Balance		Term Modification		Combination		Post - Modification Recorded Balance		Number of Loans

Real estate loans:

Commercial real estate, owner occupied	$	21	$	0	$	21	$	21	1
Residential	66		66		0		66		2


Total	$	87	$	66	$	21	$	87	3


			Three Months Ended June 30, 2020
	Pre- Modification Recorded Balance		Term Modification		Rate Modification		Combination		Post - Modification Recorded Balance		Number of Loans
Commercial and industrial loans	$	654	$	654	$	0	$	0	$	654	3
Agricultural land, production and other loans to farmers	458		458		0		0		458		1
Real estate loans:

Commercial real estate, owner occupied	107		107		0		0		107		1
Residential	300		0		112		225		337		6


Total	$	1,519	$	1,219	$	112	$	225	$	1,556	11


			Six Months Ended June 30, 2021
	Pre- Modification Recorded Balance		Term Modification		Rate Modification		Combination		Post - Modification Recorded Balance		Number of Loans
Commercial and industrial loans	$	348	$	348	$	0	$	0	$	348	2
Real estate loans:

Commercial real estate, owner occupied	21		0		0		21		21		1
Residential	691		449		126		118		693		9


Total	$	1,060	$	797	$	126	$	139	$	1,062	12



			Six Months Ended June 30, 2020
	Pre- Modification Recorded Balance		Term Modification		Rate Modification		Combination		Post - Modification Recorded Balance		Number of Loans
Commercial and industrial loans	$	654	$	654	$	0	$	0	$	654	3
Agricultural land, production and other loans to farmers	458		458		0		0		458		1
Real estate loans:

Commercial real estate, owner occupied	107		107		0		0		107		1
Residential	300		0		112		225		337		6


Total	$	1,519	$	1,219	$	112	$	225	$	1,556	11

Table of Contents

PART I. FINANCIAL INFORMATION

ITEM 1. NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS

(table dollar amounts in thousands, except share data)

(Unaudited)

Loans secured by 1- 4 family residential real estate made up 76 percent of the post-modification balances of the troubled debt restructured loans that occurred during the three months ending June 30, 2021 and 65 percent for the six months ending June 30, 2021.

The following tables summarize troubled debt restructures that occurred during the twelve months ended June 30, 2021 and 2020, that subsequently defaulted during the period indicated and remained in default at period end. For purposes of this schedule, a loan is considered in default if it is 30-days or more past due.


	Three Months Ended June 30, 2021			Six Months Ended June 30, 2021
	Number of Loans	Recorded Balance		Number of Loans	Recorded Balance
Commercial and industrial loans	2	$	163	2	$	163
Real estate loans:

Residential	2	195		2	195


Total	4	$	358	4	$	358


	Three Months Ended June 30, 2020			Six Months Ended June 30, 2020
	Number of Loans	Recorded Balance		Number of Loans	Recorded Balance
Commercial and industrial loans	1	$	268	1	$	268





Total	1	$	268	1	$	268

Commercial troubled debt restructured loans risk graded special mention, substandard, doubtful and loss are individually evaluated for ~~impairment are comprised of commercial~~apparent loss and ~~consumer loans deemed impaired~~may result in ~~accordance with ASC 310-10. This includes loans acquired with deteriorated credit quality totaling $3,783,000 with $192,000 of related~~a specific reserve allocation in the allowance for credit loss. Commercial troubled debt restructures that aren't individually evaluated for a specific reserve are included in the calculation of allowance for credit losses through the loan segment loss analysis.

For all consumer loan modifications, an evaluation to identify if a troubled debt restructure has occurred is performed prior to making the modification. Any subsequent deterioration is addressed through the charge-off process or through a specific reserve allocation included in the allowance for credit loss. Consumer troubled debt restructures that are not individually evaluated for a specific reserve are included in the calculation of the allowance for credit losses through the loan segment loss analysis. Consumer loans secured by residential real estate properties for which formal foreclosure proceedings are in process totaled $3.2 million and $492,000 at June 30, 2021 and June 30, 2020, respectively.

Allowance for Credit Losses on Loans

The Allowance for Credit Losses on Loans ("ACL - Loans") is a valuation account that is deducted from the amortized cost basis of loans to present the net amount expected to be collected on loans over the contractual term. The ACL - Loans is adjusted by the provision for credit losses, which is reported in earnings, and ~~$2,819,000~~reduced by charge offs for loans, net or recoveries. Provision for credit losses on loans reflects the totality of actions taken on all loans for a particular period including any necessary increases or decreases in the allowance related to changes in credit loss expectations associated with ~~$124,000~~specific loans or pools of loans. Loans are charged off against the allowance when the uncollectibility of the loan is confirmed. Expected recoveries do not exceed the aggregate of amounts previously charged off and expected to be charged off.

The allowance represents the Corporation’s best estimate of current expected credit losses on loans using relevant available information, from internal and external sources, related to past events, current conditions, and reasonable and supportable forecasts. Historical credit loss experience provides the basis for the estimation of expected credit losses. The current expected credit loss ("CECL") calculation is performed and evaluated quarterly and losses are estimated over the expected life of the loan. The level of the allowance for credit losses is believed to be adequate to absorb all expected future losses inherent in the loan portfolio at the measurement date.

In calculating the allowance for credit losses, the loan portfolio was pooled into ten loan segments with similar risk characteristics. Common characteristics include the type or purpose of the loan, underlying collateral and historical/expected credit loss patterns. In developing the loan segments, the Corporation analyzed the degree of correlation in how loans within each portfolio respond when subjected to varying economic conditions and scenarios as well as other portfolio stress factors.

The expected credit losses are measured over the life of each loan segment utilizing the Probability of Default / Loss Given Default methodology combined with economic forecast models to estimate the current expected credit loss inherent in the loan portfolio. This approach is also leveraged to estimate the expected credit losses associated with unfunded loan commitments incorporating expected utilization rates.

The Corporation sub-segmented certain commercial portfolios by risk level and certain consumer portfolios by delinquency status where appropriate. The Corporation utilized a four-quarter reasonable and supportable economic forecast period followed by a six-quarter, straight-line reversion period to the historical macroeconomic mean for the remaining life of the loans. Econometric modeling was performed using historical default rates and a selection of economic forecast scenarios published by Moody’s to develop a range of estimated credit losses for which to determine the best credit loss estimate within. Macroeconomic factors utilized in the modeling process include the national unemployment rate, BBB US corporate index, CRE price index and the home price index.

Table of Contents

PART I. FINANCIAL INFORMATION

ITEM 1. NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS

(table dollar amounts in thousands, except share data)

(Unaudited)

The Corporation qualitatively adjusts model results for risk factors that are not inherently considered in the quantitative modeling process, but are nonetheless relevant in assessing the expected credit losses within the loan portfolio. These adjustments may increase or decrease the estimate of expected credit losses based upon the assessed level of risk for each qualitative factor. The various risks that may be considered in making qualitative adjustments include, among other things, the impact of (i) changes in the nature and volume of the loan portfolio, (ii) changes in the existence, growth and effect of any concentrations in credit, (iii) changes in lending policies and procedures, including changes in underwriting standards and practices for collections, write-offs, and recoveries, (iv) changes in the quality of the credit review function, (v) changes in the experience, ability and depth of lending management and staff, and (vi) other environmental factors such as regulatory, legal and technological considerations, as well as competition.

In some cases, management may determine that an individual loan exhibits unique risk characteristics which differentiate the loan from other loans within the loan segments. In such cases, the loans are evaluated for expected credit losses on an individual basis and excluded from the collective evaluation. Specific reserve allocations of the allowance for credit losses are determined by analyzing the borrower’s ability to repay amounts owed, collateral deficiencies, the relative risk grade of the loan and economic conditions affecting the borrower’s industry, among other things. A loan is considered to be collateral dependent when, based upon management's assessment, the borrower is experiencing financial difficulty and repayment is expected to be provided substantially through the operation or sale of the collateral. In such cases, expected credit losses are based on the fair value of the collateral at ~~December 31, 2019.~~the measurement date, adjusted for estimated selling costs if satisfaction of the loan depends on the sale of the collateral. The fair value of collateral supporting collateral dependent loans is evaluated on a quarterly basis.

No allowance for credit losses has been recognized for PPP loans as such loans are fully guaranteed by the Small Business Administration ("SBA").

The risk characteristics of the Corporation’s ~~material~~ portfolio segments are as follows:

Commercial

Commercial lending is primarily based on the identified cash flows of the borrower and secondarily on the underlying collateral provided by the borrower. The cash flows of borrowers, however, may not be as expected and the collateral securing these loans may fluctuate in value. Most commercial loans are secured by the tangible assets being financed such as equipment or real estate or other business assets such as accounts receivable or inventory and may incorporate a personal guarantee. Other loans may be unsecured, secured but under-collateralized or otherwise made on the basis of the enterprise value of an organization. In the case of loans secured by accounts receivable, the availability of funds for the repayment of these loans may be substantially dependent on the ability of the borrower to collect amounts due from its customers.

Commercial real estate

~~These~~Commercial real estate loans are viewed primarily as cash flow loans and secondarily as loans secured by real estate. Commercial real estate lending typically involves higher loan principal amounts and the repayment of these loans is generally dependent on the successful operation of the property securing the loan or the business conducted on the property securing the loan. ~~Commercial real estate loans may be more adversely affected by conditions in the real estate markets or in the general economy. Management~~The Corporation monitors ~~and evaluates~~ commercial real estate loans based on collateral and risk grade ~~criteria. In addition, management tracks~~criteria, as well as the ~~level~~levels of owner-occupied ~~commercial real estate loans~~ versus non-owner occupied loans.

Construction

Construction loans are underwritten utilizing a combination of tools and techniques including feasibility and market studies, independent appraisals and appraisal reviews, absorption and interest rate sensitivity analysis as well as the financial analysis of the developer and all guarantors. Construction loans are monitored by either in house or third party inspectors limiting advances to a percentage of costs or stabilized project value. These loans frequently involve the disbursement of significant funds with the repayment dependent upon the successful completion and, where necessary, the future stabilization of the project. The predominant inherent risk of this portfolio is associated with the borrower's ability to successfully complete a project on time, within budget and stabilize the projected as originally projected.

Consumer and Residential

With respect to residential loans that are secured by 1-4 family residences, ~~and~~which are typically owner occupied, the Corporation generally establishes a maximum loan-to-value ratio and requires private mortgage insurance if that ratio is exceeded. Home equity loans are secured by a subordinate interest in 1-4 family residences, and consumer loans are secured by consumer assets such as automobiles or recreational vehicles. Some consumer loans, ~~are unsecured~~ such as small installment loans and certain lines of ~~credit.~~credit, are unsecured. Repayment of these loans is primarily dependent on the personal income and credit rating of the borrowers ~~which~~and can ~~be impacted by economic conditions in their market areas such as unemployment levels. Repayment on loans secured by 1-4 family residences can~~also be impacted by changes in property values. Risk is mitigated by the fact that the loans are of smaller individual amounts and spread over a large number of borrowers.

~~Loans are reclassified to a non-accruing status when, in management’s judgment, the collateral value and financial condition of the borrower do not justify accruing i~~nterest. When the interest accrual is discontinued, all unpaid accrued interest is reversed against earnings when considered uncollectable. Payments subsequently received on non-accrual loans are applied to principal. A loan is returned to accrual status when principal and interest are no longer past due and collectability is probable, typically after a minimum of six consecutive months of performance. Payments received on impaired accruing or delinquent loans are applied to interest income as accrued.

2126

Table of Contents

PART I. FINANCIAL INFORMATION

ITEM 1. NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS

(table dollar amounts in thousands, except share data)

(Unaudited)

~~The following table summarizes the Corporation’s non-accrual loans by loan class as of the periods indicated:~~

June 30, 2020
December 31, 2019
Commercial and industrial loans $ 16,354

$ 1,255
Agriculture production financing and other loans to farmers —

183
Real estate loans:

Construction 119

977
Commercial and farmland 25,405

7,007
Residential 5,773

5,062
Home equity 2,376

1,421
Individuals' loans for household and other personal expenditures 75

44
Total $ 50,102

$ 15,949

Non-accrual loans increased $34.2 million from December 31, 2019, primarily due to three relationships that were moved to non-accrual during the second quarter of 2020. Two relationships totaling $17.0 million are in the senior living sector. The third relationship totaling $14.4 million is in the university logo apparel sports industry.

Impaired loans include loans deemed impaired according to the guidance set forth in ASC 310-10. Commercial loans under $500,000 and consumer loans, with the exception of troubled debt restructures, are not individually evaluated for impairment.

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

The following tables ~~show~~summarize changes in the ~~composition of the Corporation’s impaired loans, related~~ allowance ~~and interest income recognized while impaired~~for credit losses by loan ~~class~~segment for the three and six months ended June 30, 2021:


	Three Months Ended June 30, 2021
	Commercial		Commercial Real Estate		Construction		Consumer & Residential		Total
Allowance for credit losses
Balances, March 31, 2021	$	65,722	$	70,861	$	20,182	$	44,317	$	201,082




Provision for credit losses	(1,898)		2,842		(3,106)		2,162		0

Recoveries on loans	152		33		1		226		412
Loans charged off	(295)		(1,035)		0		(389)		(1,719)
Balances, June 30, 2021	$	63,681	$	72,701	$	17,077	$	46,316	$	199,775


	Six Months Ended June 30, 2021
	Commercial		Commercial Real Estate		Construction		Consumer		Residential		Consumer & Residential		Total
Allowance for credit losses
Balances, December 31, 2020	$	47,115	$	51,070	$	0	$	9,648	$	22,815	$	0	$	130,648
Credit risk reclassifications	0		(10,284)		10,284		(9,648)		(22,815)		32,463		0
Balances, December 31, 2020 after reclassifications	47,115		40,786		10,284		0		0		32,463		130,648
Impact of adopting ASC 326	20,024		34,925		8,805		0		0		10,301		74,055
Balances, January 1, 2021 Post-ASC 326 adoption	67,139		75,711		19,089		0		0		42,764		204,703
Provision for credit losses	(2,830)		1,141		(2,011)		0		0		3,700		0

Recoveries on loans	340		197		1		0		0		568		1,106
Loans charged off	(968)		(4,348)		(2)		0		0		(716)		(6,034)
Balances, June 30, 2021	$	63,681	$	72,701	$	17,077	$	0	$	0	$	46,316	$	199,775

Allowance for Loan Losses under prior GAAP ("Incurred Loss Model")

Prior to the adoption of ASU No. 2016-13, Financial Instruments - Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments on January 1, 2021, the Corporation maintained an allowance for loan losses in accordance with the incurred loss model as ofdisclosed in the ~~periods indicated:~~Corporation's 2020 Annual Report on Form 10-K.

The following tables summarize changes in the allowance for loan losses by loan segment for the three and six months ended June 30, 2020:


	Three Months Ended June 30, 2020
	Commercial		Commercial Real Estate		Consumer		Residential		Total
Allowance for loan losses:
Balances, March 31, 2020	$	38,431	$	37,907	$	5,752	$	17,364	$	99,454
Provision for losses	6,240		8,945		2,783		3,927		21,895
Recoveries on loans	106		107		56		48		317
Loans charged off	(99)		(41)		(146)		(261)		(547)
Balances, June 30, 2020	$	44,678	$	46,918	$	8,445	$	21,078	$	121,119


	Six Months Ended June 30, 2020
	Commercial		Commercial Real Estate		Consumer		Residential		Total
Allowance for loan losses:
Balances, December 31, 2019	$	32,902	$	28,778	$	4,035	$	14,569	$	80,284
Provision for losses	11,941		18,139		4,707		6,860		41,647
Recoveries on loans	549		225		98		118		990
Loans charged off	(714)		(224)		(395)		(469)		(1,802)
Balances, June 30, 2020	$	44,678	$	46,918	$	8,445	$	21,078	$	121,119

June 30, 2020
Unpaid
Principal
Balance
Recorded
Investment
Related
Allowance
Impaired loans with no related allowance:

Commercial and industrial loans $ 5,024

$ 5,008

$ —
Real estate Loans:

Commercial and farmland 9,675

7,602

—
Residential 75

59

—
Individuals' loans for household and other personal expenditures 3

3

—
Total $ 14,777

$ 12,672

$ —
Impaired loans with related allowance:

Commercial and industrial loans $ 10,342

$ 10,304

$ 7,466
Real estate Loans:

Commercial and farmland 19,650

18,910

4,943
Residential 3,134

3,009

520
Home equity 401
385

70
Total $ 33,527

$ 32,608

$ 12,999
Total Impaired Loans $ 48,304

$ 45,280

$ 12,999

Table of Contents

PART I. FINANCIAL INFORMATION

ITEM 1. NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS

(table dollar amounts in thousands, except share data)

(Unaudited)

December 31, 2019
Unpaid
Principal
Balance Recorded
Investment Related
Allowance
Impaired loans with no related allowance:
Commercial and industrial loans $ 320
$ 320
$ —
Agriculture production financing and other loans to farmers 299
137
—
Real estate Loans:
Construction 1,206
970
—
Commercial and farmland 8,037
5,849
—
Residential 93
76
—
Total $ 9,955
$ 7,352
$ —
Impaired loans with related allowance:
Real estate Loans:
Commercial and farmland $ 2,648
$ 1,909
$ 231
Residential 2,070
2,044
383
Home equity 417

400

75
Individuals' loans for household and other personal expenditures 4

4

—
Total $ 5,139
$ 4,357
$ 689
Total Impaired Loans $ 15,094
$ 11,709
$ 689

Three Months Ended June 30, 2020
Six Months Ended June 30, 2020
Average
Recorded Investment
Interest
Income Recognized
Average
Recorded Investment
Interest
Income Recognized
Impaired loans with no related allowance:

Commercial and industrial loans $ 5,008

$ —

$ 5,008

$ —
Real estate Loans:

Commercial and farmland 7,637

37

7,910

75
Residential 59

1

59

2
Individuals' loans for household and other personal expenditures 3

—

3

—
Total $ 12,707

$ 38

$ 12,980

$ 77
Impaired loans with related allowance:

Commercial and industrial loans $ 10,304

$ —

$ 10,304

$ —
Real estate Loans:

Commercial and farmland 18,910

—

19,156

—
Residential 3,020

19

3,032

38
Home equity 387

3

390

6
Total $ 32,621

$ 22

$ 32,882

$ 44
Total Impaired Loans $ 45,328

$ 60

$ 45,862

$ 121

Three Months Ended June 30, 2019
Six Months Ended June 30, 2019
Average
Recorded Investment
Interest
Income Recognized
Average
Recorded Investment
Interest
Income Recognized
Impaired loans with no related allowance:

Commercial and industrial loans $ 1,013

$ —

$ 1,021

$ —
Agriculture production financing and other loans to farmers 668

—

672

—
Real estate Loans:

Construction 7,314

—

7,792

—
Commercial and farmland 7,998

39

8,187

78
Residential 38

1

38

2
Home equity 49

—

49

—
Public finance and other commercial loans 353

—

353

—
Total $ 17,433

$ 40

$ 18,112

$ 80
Impaired loans with related allowance:

Commercial and industrial loans $ 940

$ —

$ 940

$ —
Agriculture production financing and other loans to farmers 2,117

—

2,134

—
Real estate Loans:

Commercial and farmland 157

—

164

—
Residential 2,021

16

2,029

32
Home equity 351

3

352

6
Individuals' loans for household and other personal expenditures 14

—

15

—
Total $ 5,600

$ 19

$ 5,634

$ 38
Total Impaired Loans $ 23,033

$ 59

$ 23,746

$ 118

The table below shows the Corporation’s allowance for loan losses under the incurred loss model and loan portfolio by loan segment as of December 31, 2020.


	December 31, 2020
	Commercial		Commercial Real Estate		Consumer		Residential		Total
Allowance Balances:
Individually evaluated for impairment	$	223	$	12,246	$	0	$	432	$	12,901
Collectively evaluated for impairment	46,892		38,824		9,648		22,383		117,747

Total Allowance for Loan Losses	$	47,115	$	51,070	$	9,648	$	22,815	$	130,648
Loan Balances:
Individually evaluated for impairment	$	1,258	$	51,605	$	2	$	3,291	$	56,156
Collectively evaluated for impairment	3,505,863		3,805,808		129,477		1,739,709		9,180,857
Loans acquired with deteriorated credit quality	577		5,584		—		0		6,161
Loans	$	3,507,698	$	3,862,997	$	129,479	$	1,743,000	$	9,243,174

The following tables show the composition of the Corporation’s impaired loans, related allowance under the incurred loss model and interest income recognized while impaired by loan class as of the periods indicated:


	December 31, 2020
	Unpaid Principal Balance		Recorded Investment		Related Allowance
Impaired loans with no related allowance:
Commercial and industrial loans	$	1,059	$	991	$	—

Real estate Loans:
Commercial real estate, non-owner occupied	4,958		4,694		—
Commercial real estate, owner occupied	2,125		1,310		—
Residential	957		816		—

Individuals' loans for household and other personal expenditures	2		2		—

Total	$	9,101	$	7,813	$	—
Impaired loans with related allowance:
Commercial and industrial loans	$	268	$	268	$	223
Agricultural land, production and other loans to farmers	640		562		3
Real estate Loans:
Commercial real estate, non-owner occupied	44,016		43,715		11,686
Commercial real estate, owner occupied	2,061		1,323		557
Residential	2,041		2,014		352
Home equity	487		461		80


Total	$	49,513	$	48,343	$	12,901
Total Impaired Loans	$	58,614	$	56,156	$	12,901


	Three Months Ended June 30, 2020				Six Months Ended June 30, 2020
	Average Recorded Investment		Interest Income Recognized		Average Recorded Investment		Interest Income Recognized
Impaired loans with no related allowance:
Commercial and industrial loans	$	5,008	$	0	$	5,008	$	0

Real estate Loans:

Commercial and farmland	7,637		37		7,910		75
Residential	59		1		59		2

Individuals' loans for household and other personal expenditures	3		0		3		0

Total	$	12,707	$	38	$	12,980	$	77
Impaired loans with related allowance:
Commercial and industrial loans	$	10,304	$	0	$	10,304	$	0

Real estate Loans:

Commercial and farmland	18,910		0		19,156		0
Residential	3,020		19		3,032		38
Home equity	387		3		390		6


Total	$	32,621	$	22	$	32,882	$	44
Total Impaired Loans	$	45,328	$	60	$	45,862	$	121

Table of Contents

PART I. FINANCIAL INFORMATION

ITEM 1. NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS

(table dollar amounts in thousands, except share data)

(Unaudited)

Off-Balance Sheet Arrangements, Commitments And Contingencies

~~Impaired~~

In the normal course of business, the Corporation has entered into off-balance sheet financial instruments which include commitments to extend credit and standby letters of credit. Commitments to extend credit are usually the result of lines of credit granted to existing borrowers under agreements that the total outstanding indebtedness will not exceed a specific amount during the term of the indebtedness. Typical borrowers are commercial concerns that use lines of credit to supplement their treasury management functions, and thus their total outstanding indebtedness may fluctuate during any time period based on the seasonality of their business and the resultant timing for their cash flows. Other typical lines of credit are related to home equity loans granted to customers. Commitments to extend credit generally have fixed expiration dates or other termination clauses that may require a fee.

Standby letters of credit are generally issued on behalf of an applicant (the Corporation’s customer) to a specifically named beneficiary and are the result of a particular business arrangement that exists between the applicant and the beneficiary. Standby letters of credit have fixed expiration dates and are usually for terms of two years or less unless terminated beforehand due to criteria specified in the ~~above tables do not include loans accounted for~~standby letter of credit. The standby letter of credit would permit the beneficiary to obtain payment from the Corporation under ~~ASC 310-30, or any other loan, unless deemed impaired in accordance with ASC 310-10.~~

~~As part~~certain prescribed circumstances. Subsequently, the Corporation would seek reimbursement from the applicant pursuant to the terms of the ~~ongoing monitoring~~standby letter of the credit quality of the Corporation's loan portfolio, management tracks certain credit quality indicators including trends related to: (i) the level of criticized commercial loans, (ii) net charge-offs, (iii) non-performing loans, (iv) covenant failures and (v) the general national and local economic conditions.credit.

The Corporation ~~utilizes~~typically follows the same credit policies and underwriting practices when making these commitments as it does for on-balance sheet instruments. Each customer’s creditworthiness is typically evaluated on a ~~risk grading~~case-by-case basis, and the amount of ~~pass, special mention, substandard, doubtful and loss to assess the overall~~collateral obtained, if any, is based on management’s credit quality of large commercial loans. All large commercial credit grades are reviewed at a minimum of once a year for pass grade loans. Loans with grades below pass are reviewed more frequently depending on the grade. A descriptionevaluation of the ~~general characteristics~~customer. Collateral held varies but may include cash, real estate, marketable securities, accounts receivable, inventory, equipment and personal property.

The contractual amounts of these ~~grades~~commitments are not reflected in the consolidated financial statements and only amounts drawn upon would be reflected in the future. Since many of the commitments are expected to expire without being drawn upon, the contractual amounts do not necessarily represent future cash requirements. However, should the commitments be drawn upon and should the Corporation’s customers default on their resulting obligation to the Corporation, the maximum exposure to credit loss, without consideration of collateral, is represented by the contractual amount of those commitments.

Financial instruments with off-balance sheet risk were as follows:


	June 30, 2021		December 31, 2020
Amounts of commitments:
Loan commitments to extend credit	$	3,884,912	$	3,443,514
Standby letters of credit	$	32,505	$	29,555

~~Pass - Loans that are considered to be of acceptable credit quality.~~

~~Special Mention - Loans which possess some credit deficiency or potential weakness, which deserves close attention. If left uncorrected, these potential weaknesses may result in deterioration~~

The adoption of the ~~repayment prospects~~CECL methodology for ~~the asset or~~measuring credit losses, as discussed more fully in the Corporation's credit position at some future date. Special mention assets are not adversely classified and do not expose the Corporation to sufficient risk to warrant adverse classification. The key distinctionsAllowance for Credit Loss on Loans section of this ~~category's classification are that it~~Note, and in NOTE 1. GENERAL of these Notes to Consolidated Condensed Financial Statements, increased the opening balance of our accrual for off-balance sheet commitments at adoption by $20.5 million. This reserve level remains appropriate and is ~~indicative~~reported in Other Liabilities as of ~~an unwarranted level of risk; and weaknesses are considered “potential”, not “defined”, impairments to~~June 30, 2021 in the ~~primary source of repayment. Examples include businesses that may be suffering from inadequate management, loss of key personnel or significant customer or litigation.~~CONSOLIDATED CONDENSED BALANCE SHEETS.

~~Substandard - A substandard loan is inadequately protected by~~The following table details activity in the current net worth and paying capacity of the obligor or of the collateral pledged, if any. Assets so classified have a well-defined weakness that jeopardizes the liquidation of the debt. They are characterized by the distinct possibility that the Corporation will sustain some loss if the deficiencies are not corrected. Other characteristics may include:

allowance for credit losses on off-balance sheet commitments:



			oThree Months Ended June 30, 2021
Balances, March 31, 2021			the likelihood that a loan will be paid from the primary source of repayment is uncertain or financial deterioration is underway and very close attention is warranted to ensure that the loan is collected without loss,$

20,500

Provision for credit losses	o	~~the primary source of repayment is gone, and the Corporation is forced to rely on a secondary source of repayment, such as collateral liquidation or guarantees,~~


	0
Balances, June 30, 2021		o$	~~loans have a distinct possibility that the Corporation will sustain some loss if deficiencies are not corrected,~~20,500

NOTE 5



	o	~~unusual courses of action are needed to maintain a high probability of repayment,~~

GOODWILL

Goodwill is recorded on the acquisition date of an entity. The Hoosier acquisition on April, 1, 2021 resulted in $1,467,000 of goodwill. Details regarding the Hoosier acquisition are discussed in NOTE 2. ACQUISITION of these Notes to Consolidated Condensed Financial Statements.


	2021		2020
Balance, January 1	$	543,918	$	543,918
Goodwill acquired	1,467		0


Balance, June 30	$	545,385	$	543,918



	o	~~the borrower is not generating enough cash flow to repay loan principal; however, it continues to make interest payments,~~



	o	~~the Corporation is forced into a subordinated or unsecured position due to flaws in documentation,~~



	o	~~loans have been restructured so that payment schedules, terms and collateral represent concessions to the borrower when compared to the normal loan terms,~~



	o	~~the Corporation is seriously contemplating foreclosure or legal action due to the apparent deterioration of the loan, and~~



	o	~~there is significant deterioration in market conditions to which the borrower is highly vulnerable.~~

Doubtful - Loans that have all of the weaknesses of those classified as Substandard. However, based on currently existing facts, conditions and values, these weaknesses make full collection of principal highly questionable and improbable. Other credit characteristics may include considerable doubt as to the quality of the secondary sources of repayment. The possibility of loss is high, but because of certain important pending factors that may strengthen the loan, loss classification is deferred until the exact status of repayment is known.

Loss – Loans that are considered uncollectable and of such little value that continuing to carry them as an asset is not warranted. Loans will be classified as Loss when it is neither practical not desirable to defer writing off or reserving all or a portion of a basically worthless asset, even though partial recovery may be possible at some time in the future.

Table of Contents

PART I. FINANCIAL INFORMATION

ITEM 1. NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS

(table dollar amounts in thousands, except share data)

(Unaudited)

The following tables summarize the credit quality of the Corporation’s loan portfolio, by loan class for the periods indicated. Consumer non-performing loans include accruing consumer loans 90-days or more delinquent and consumer non-accrual loans. The entire balance of a loan is considered delinquent if the minimum payment contractually required to be made is not received by the specified date. Loans that evidenced deterioration of credit quality since origination and it was probable, at acquisition, that all contractually required payments would not be collected are included in the applicable categories below.

June 30, 2020
Commercial
Pass
Commercial
Special
Mention
Commercial Substandard
Commercial
Doubtful
Commercial Loss
Consumer Performing
Consumer
Non-Performing
Total
Commercial and industrial loans $ 2,722,071

$ 87,069

$ 89,189

$ —

$ —

$ —

$ —

$ 2,898,329
Agriculture production financing and other loans to farmers 78,645

6,082

9,111

—

—

—

—

93,838
Real estate Loans:

Construction 590,889

791

20,229

—

—

28,536

115

640,560
Commercial and farmland 3,035,363

103,921

99,330

—

—

1,384

—

3,239,998
Residential 189,053

1,637

6,684

—

—

943,222

4,591

1,145,187
Home equity 20,214

—

1,342

—

—

508,457

2,301

532,314
Individuals' loans for household and other personal expenditures —

—

—

—

—

123,524

87

123,611
Public finance and other commercial loans 624,655

49

—

—

—

—

—

624,704
Loans $ 7,260,890

$ 199,549

$ 225,885

$ —

$ —

$ 1,605,123

$ 7,094

$ 9,298,541

December 31, 2019
Commercial
Pass
Commercial
Special
Mention
Commercial Substandard
Commercial
Doubtful
Commercial Loss
Consumer Performing
Consumer
Non-Performing
Total
Commercial and industrial loans $ 1,956,985

$ 81,179

$ 71,715

$ —

$ —

$ —

$ —

$ 2,109,879
Agriculture production financing and other loans to farmers 78,558

5,626

9,677

—

—

—

—

93,861
Real estate Loans:

Construction 749,249

1,613

1,634

—

—

35,072

—

787,568
Commercial and farmland 2,894,366

57,776

98,575

—

—

1,981

—

3,052,698
Residential 196,710

877

8,075

—

—

932,743

4,812

1,143,217
Home equity 24,211

257

682

—

—

562,507

1,327

588,984
Individuals' loans for household and other personal expenditures —

—

—

—

—

135,944

45

135,989
Public finance and other commercial loans 547,114

—

—

—

—

—

—

547,114
Loans $ 6,447,193

$ 147,328

$ 190,358

$ —

$ —

$ 1,668,247

$ 6,184

$ 8,459,310

~~Table of Contents~~

~~PART I. FINANCIAL INFORMATION~~

~~ITEM 1. NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS~~

~~(table dollar amounts in thousands, except share data)~~

~~(Unaudited)~~

~~The tables below show a past due aging of the Corporation’s loan portfolio, by loan class, as of June 30, 2020, and December 31, 2019:~~

June 30, 2020
Current
30-59 Days
Past Due
60-89 Days
Past Due
Loans 90 Days or More Past Due And Accruing
Non-Accrual
Total Past Due
& Non-Accrual
Total
Commercial and industrial loans $ 2,871,366

$ 9,435

$ 1,038

$ 136

$ 16,354

$ 26,963

$ 2,898,329
Agriculture production financing and other loans to farmers 92,735

1,103

—

—

—

1,103

93,838
Real estate loans:

Construction 634,706

5,235

500

—

119

5,854

640,560
Commercial and farmland 3,172,688

18,948

18,458

4,499

25,405

67,310

3,239,998
Residential 1,136,131

2,679

329

275

5,773

9,056

1,145,187
Home equity 526,096

2,110

1,673

59

2,376

6,218

532,314
Individuals' loans for household and other personal expenditures 123,126

227

171

12

75

485

123,611
Public finance and other commercial loans 624,704

—

—

—

—

—

624,704
Loans $ 9,181,552

$ 39,737

$ 22,169

$ 4,981

$ 50,102

$ 116,989

$ 9,298,541

December 31, 2019
Current
30-59 Days
Past Due
60-89 Days
Past Due
Loans 90 Days or More Past Due And Accruing
Non-Accrual
Total Past Due
& Non-Accrual
Total
Commercial and industrial loans $ 2,105,445

$ 3,039

$ 136

$ 4

$ 1,255

$ 4,434

$ 2,109,879
Agriculture production financing and other loans to farmers 93,678

—

—

—

183

183

93,861
Real estate loans:

Construction 784,961

1,630

—

—

977

2,607

787,568
Commercial and farmland 3,043,318

2,324

49

—

7,007

9,380

3,052,698
Residential 1,133,476

4,290

367

22

5,062

9,741

1,143,217
Home equity 584,023

2,960

538

42

1,421

4,961

588,984
Individuals' loans for household and other personal expenditures 135,399

440

105

1

44

590

135,989
Public finance and other commercial loans 547,114

—

—

—

—

—

547,114
Loans $ 8,427,414

$ 14,683

$ 1,195

$ 69

$ 15,949

$ 31,896

$ 8,459,310

As shown in the tables above, the level of loan delinquencies increased in the 30-59, 60-89 and 90 days or more past due categories during the first six months of 2020. Four relationships totaling $28.6 million, which matured in May 2020 and were in the process of renewal at June 30, 2020, were included in the $25.1 million increase in the 30-59 days past due. Three real estate secured loans, totaling $17.8 million, accounted for 69 percent of the increase in the 60-89 days and 90 days or more past due categories. These loans were either well secured, in the process of collection, or under review for a deferral.

On occasion, borrowers experience declines in income and cash flow. As a result, these borrowers seek to reduce contractual cash outlays including debt payments. Concurrently, in an effort to preserve and protect its earning assets, specifically troubled loans, the Corporation works to maintain its relationship with certain customers who are experiencing financial difficulty by contractually modifying the borrower's debt agreement with the Corporation.

On March 22, 2020, a statement was issued by the Bank's banking regulators and titled the “Interagency Statement on Loan Modifications and Reporting for Financial Institutions Working with Customers Affected by the Coronavirus” (the "Interagency Statement") that encourages financial institutions to work prudently with borrowers who are or may be unable to meet their contractual payment obligations due to the effects of COVID-19. Additionally, Section 4013 of the CARES Act further provides that a qualified loan modification is exempt by law from classification as a TDR as defined by GAAP, from the period beginning March 1, 2020 until the earlier of December 31, 2020 or the date that is 60 days after the date on which the national emergency concerning the COVID-19 outbreak under the National Emergencies Act (50 U.S.C. 1601 et seq.) terminates. The Interagency Statement was subsequently revised on April 7, 2020 to clarify the interaction of the original guidance with Section 4013 of the CARES Act, as well as setting forth the banking regulators’ views on consumer protection considerations. In accordance with such guidance, the Bank is offering short-term modifications made in response to COVID-19 to borrowers who are current and otherwise not past due. These include short-term, typically 180 days or less, modifications in the form of payment deferrals, fee waivers, extensions of repayment terms, or other delays in payment that are insignificant. Under the applicable guidance, none of these loans were considered troubled debt restructures at June 30, 2020. Details of the Corporation's modifications are included in the "LOAN QUALITY/PROVISION FOR LOAN LOSSES" section of Management's Discussion and Analysis of Financial Condition and Results of Operations on this Form 10-Q.

~~Table of Contents~~

~~PART I. FINANCIAL INFORMATION~~

~~ITEM 1. NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS~~

~~(table dollar amounts in thousands, except share data)~~

~~(Unaudited)~~

~~The following tables summarize troubled debt restructures at the time of modification that occurred during the periods indicated:~~

Three Months Ended June 30, 2020
Six Months Ended June 30, 2020

Pre-Modification
Recorded Balance
Post-Modification
Recorded Balance
Number
of Loans
Pre-Modification
Recorded Balance
Post-Modification
Recorded Balance
Number
of Loans
Commercial and industrial loans $ 654

$ 654

3

$ 654

$ 654

3
Real estate loans:

Commercial and farmland 565

565

2

565

565

2
Residential 300

337

6

300

337

6
Total $ 1,519

$ 1,556

11

$ 1,519

$ 1,556

11

Three Months Ended June 30, 2019
Six Months Ended June 30, 2019

Pre-Modification
Recorded Balance
Post-Modification
Recorded Balance
Number
of Loans
Pre-Modification
Recorded Balance
Post-Modification
Recorded Balance
Number
of Loans
Real estate loans:

Residential $ 171
$ 164
4

$ 261

$ 254

5
Total $ 171
$ 164
4

$ 261

$ 254

5

~~The following tables summarize by modification type, the recorded investment of troubled debt restructures as of June 30, 2020 and 2019, that occurred during the periods indicated:~~

Three Months Ended June 30, 2020

Term
Modification
Rate
Modification
Combination
Total
Modification
Commercial and industrial loans $ 652
$ —
$ —
$ 652
Real estate loans:

Commercial and farmland 565

—

—

565
Residential —

111

223

334
Total $ 1,217

$ 111

$ 223

$ 1,551

Six Months Ended June 30, 2020

Term
Modification
Rate
Modification
Combination
Total
Modification
Commercial and industrial loans $ 652

$ —

$ —

$ 652
Real estate loans:

Commercial and farmland 565

—

—

565
Residential —

111

223

334
Total $ 1,217

$ 111

$ 223

$ 1,551

Three Months Ended June 30, 2019

Term
Modification
Rate
Modification
Combination
Total
Modification
Real estate loans:

Residential $ —

$ —

$ 164

$ 164
Total $ —

$ —

$ 164

$ 164

Six Months Ended June 30, 2019

Term
Modification
Rate
Modification
Combination
Total
Modification
Real estate loans:

Residential $ —

$ 89

$ 164

$ 253
Total $ —

$ 89

$ 164

$ 253

Commercial and industrial loans made up 42 percent of the post-modification balance of troubled debt restructured loans made in the three and six months ended June 30, 2020. Loans secured by residential real estate made up 100 percent of the post-modification balance of troubled debt restructured loans made in the three and six months ended June 30, 2019.

~~Table of Contents~~

~~PART I. FINANCIAL INFORMATION~~

~~ITEM 1. NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS~~

~~(table dollar amounts in thousands, except share data)~~

~~(Unaudited)~~

The following tables summarize troubled debt restructures that occurred during the twelve months ended June 30, 2020 and 2019, that subsequently defaulted during the period indicated and remained in default at period end. A loan is considered in default if it is 30-days or more past due.

Three Months Ended June 30, 2020
Six Months Ended June 30, 2020

Number of Loans
Recorded Balance
Number of Loans
Recorded Balance
Commercial and industrial loans 1

$ 268

1

$ 268
Total 1

$ 268

1

$ 268

Three Months Ended June 30, 2019
Six Months Ended June 30, 2019

Number of Loans
Recorded Balance
Number of Loans
Recorded Balance
Real estate loans:

Residential 1 $ 62

1

$ 62
Total 1 $ 62

1

$ 62

For potential consumer loan restructures, impairment evaluation occurs prior to modification. Any subsequent impairment is typically addressed through the charge-off process, or may be addressed through a specific reserve. Consumer troubled debt loan restructures are generally included in the general historical allowance for loan loss at the post modification balance. Consumer non-accrual and delinquent troubled debt loan restructures are also considered in the calculation of the non-accrual and delinquency trend environmental allowance allocation. Consumer mortgage loans secured by residential real estate properties for which formal foreclosure proceedings are in process totaled $492,000 and $1,033,000 at June 30, 2020 and December 31, 2019, respectively.

Commercial troubled debt restructured loans that are risk graded special mention, substandard, doubtful or loss are individually evaluated for impairment under ASC 310. Any resulting specific reserves are included in the allowance for loan losses. Commercial troubled debt loan restructures 30-89 days delinquent are included in the calculation of the delinquency trend environmental allocation in the allowance for loan losses. With the exception of the acquired loans excluded from the allowance for loan losses, all commercial non-impaired loans, including non-accrual and 90-days or more delinquent, are included in the ASC 450 loss estimate.

~~NOTE 5~~

~~PURCHASED CREDIT IMPAIRED LOANS~~

Purchased Credit Impaired Loans are included in NOTE 4. LOANS AND ALLOWANCE of these Notes to Consolidated Condensed Financial Statements. As described in NOTE 4, purchased loans are recorded at the acquisition date fair value, which could result in a fair value discount or premium. Purchased loans with evidence of credit deterioration since origination and for which it is probable at the date of acquisition that the acquirer will not collect all contractually required principal and interest payments are accounted for under ASC 310-30, ~~Loans Acquired with Deteriorated Credit Quality~~. The difference between contractually required payments and the cash flows expected to be collected at acquisition is referred to as the nonaccretable difference. The accretable portion of the fair value discount or premium is the difference between the expected cash flows and the net present value of expected cash flows, with such difference accreted into earnings over the term of the loans.

The carrying amount of Purchased Credit Impaired Loans as of June 30, 2020 was $12.1 million with allowance for loan loss of $192,000. The carrying amount of Purchased Credit Impaired Loans as of December 31, 2019 was $16.1 million with $124,000 of related allowance for loan losses. As customer cash flow expectations improve, nonaccretable yield can be reclassified to accretable yield. The accretable yield, or income expected to be collected, and reclassifications from nonaccretable, are identified in the table below.

Three Months Ended June 30, 2020 Six Months Ended June 30, 2020
Accretable yield beginning balance $ 1,926
$ 2,132
Additions —
$ —
Accretion (1,033 ) (1,418 )
Reclassification from nonaccretable 653
839
Disposals —
(7 )
Accretable yield ending balance $ 1,546
$ 1,546

Three Months Ended June 30, 2019
Six Months Ended June 30, 2019
Accretable yield beginning balance $ 2,064

$ 2,143
Additions —

—
Accretion (638 )
(1,218 )
Reclassification from nonaccretable 488

989
Disposals —

—
Accretable yield ending balance $ 1,914

$ 1,914

~~Table of Contents~~

~~PART I. FINANCIAL INFORMATION~~

~~ITEM 1. NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS~~

~~(table dollar amounts in thousands, except share data)~~

~~(Unaudited)~~

~~There were no loans acquired during the six months ended June 30, 2020 and 2019, for which it was probable that all contractually required payments would not be collected.~~

NOTE 6

~~GOODWILL~~OTHER INTANGIBLES

~~Goodwill is~~Core deposit intangibles and other intangibles are recorded on the acquisition date of an entity. ~~During the one-year measurement period, the Corporation may record subsequent adjustments to goodwill for provisional amounts recorded at the acquisition date.~~ The ~~MBT~~Hoosier acquisition on ~~September,~~April 1, ~~2019~~2021 resulted in ~~$98,563,000~~a customer relationship intangible of ~~goodwill, which includes a measurement period adjustment of $719,000.~~$2,247,000. Details regarding the ~~MBT~~Hoosier acquisition are discussed in NOTE 2. ACQUISITION of these Notes to Consolidated Condensed Financial Statements. ~~There have been no changes in goodwill since December 31, 2019, resulting in a goodwill balance of $543,918,000 as of June 30, 2020.~~

2019
Balance, January 1 $ 445,355
Goodwill acquired 97,844
Measurement period adjustment 719
Balance, December 31 $ 543,918

~~The Corporation adopted ASU No. 2017-04,~~ ~~Intangibles-Goodwill and Other (Topic 350): Simplifying the Test for Goodwill,~~ January 1, 2020 and has assessed the recent economic impact and market conditions from the COVID-19 pandemic. In the assessment, the Corporation considered factors such as: (a) our market capitalization; (b) observable market transactions and control premium multiples; (c) changes to the regulatory environment; and (d) the nature and amount of government support that has been and is expected to be provided in the future. Additionally, the Corporation considered the general uncertainty as to the full extent of the COVID-19 pandemic and its effect on economic recovery. The Corporation concluded that it is not more likely than not that the fair value of the Corporation is less than the carrying value; therefore, goodwill was not impaired at June 30, 2020.

~~NOTE 7~~

~~CORE DEPOSIT INTANGIBLES~~

Core deposit intangibles are recorded on the acquisition date of an entity. During the one-year measurement period, the Corporation may record subsequent adjustments to these intangibles for provisional amounts recorded at the acquisition date. The MBT acquisition on September 1, 2019 resulted in a core deposit intangible of $16,527,000. Details regarding the MBT acquisition are discussed in NOTE 2. ACQUISITION of these Notes to Consolidated Condensed Financial Statements.

The carrying basis and accumulated amortization of recognized core deposit intangibles and other intangibles are noted below.

June 30, 2020
December 31, 2019
Gross carrying amount $ 102,396

$ 85,869
Core deposit intangibles acquired —

16,527
Accumulated amortization (70,459 )
(67,434 )
Total core deposit intangibles $ 31,937

$ 34,962


	June 30, 2021		December 31, 2020
Gross carrying amount	$	102,396	$	102,396

Other intangibles acquired	2,247		0

Accumulated amortization	(76,242)		(73,421)

Total core deposit and other intangibles	$	28,401	$	28,975

The core deposit intangibles and other intangibles are being amortized primarily on an accelerated basis over their estimated useful lives, generally over a period of ten years. Intangible asset amortization expense for the three and six months ended June 30, ~~2020~~2021 was ~~$1,511,000~~$1.5 million and ~~$3,025,000,~~$2.8 million, respectively, compared to ~~$1,520,000~~$1.5 million and ~~$3,048,000, respectively,~~$3.0 million for the three and six months ended June 30, ~~2019.~~2020, respectively. Estimated future amortization expense is summarized as follows:


	Amortization Expense
2021	$	2,927
2022	5,402
2023	5,145
2024	4,510
2025	3,754
After 2025	6,663
	$	28,401

Amortization Expense
2020 $ 2,962
2021 5,429
2022 5,027
2023 4,827
2024 4,241
After 2024 9,451
$ 31,937

~~Table of Contents~~

~~PART I. FINANCIAL INFORMATION~~

~~ITEM 1. NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS~~

~~(table dollar amounts in thousands, except share data)~~

~~(Unaudited)~~

NOTE 87

DERIVATIVE FINANCIAL INSTRUMENTS

Risk Management Objective of Using Derivatives

The Corporation is exposed to certain risks arising from both its business operations and economic conditions. The Corporation principally manages its exposures to a wide variety of business and operational risks through management of its core business activities. The Corporation manages economic risks, including interest rate, liquidity, and credit risk, primarily by managing the amount, sources, and duration of its assets and liabilities and through the use of derivative financial instruments. Specifically, the Corporation enters into derivative financial instruments to manage exposures that arise from business activities that result in the receipt or payment of future known and uncertain cash amounts, the value of which are determined by interest rates. The Corporation’s derivative financial instruments are used to manage differences in the amount, timing, and duration of the Corporation’s known or expected cash payments principally related to certain variable-rate liabilities. The Corporation also has derivatives that are a result of a service the Corporation provides to certain qualifying customers, and, therefore, are not used to manage interest rate risk in the Corporation’s assets or liabilities. The Corporation manages a matched book with respect to its derivative instruments offered as a part of this service to its customers in order to minimize its net risk exposure resulting from such transactions.

Table of Contents

PART I. FINANCIAL INFORMATION

ITEM 1. NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS

(table dollar amounts in thousands, except share data)

(Unaudited)

Cash Flow Hedges of Interest Rate Risk

The Corporation’s objectives in using interest rate derivatives are to add stability to interest expense and to manage its exposure to interest rate movements. To accomplish these objectives, the Corporation primarily uses interest rate swaps and interest rate caps as part of its interest rate risk management strategy. Interest rate swaps designated as cash flow hedges involve the payment of fixed amounts to a counterparty in exchange for the Corporation receiving variable payments over the life of the agreements without exchange of the underlying notional amount. Interest rate caps designated as cash flow hedges involve the receipt of variable amounts from a counterparty if interest rates rise above the strike rate on the contract in exchange for an up-front premium. As of June 30, ~~2020~~2021 and December 31, ~~2019,~~2020, the Corporation had 4 interest rate swaps with a notional amount of ~~$46.0~~$60.0 million that were designated as cash flow hedges.

The effective portion of changes in the fair value of derivatives designated and that qualify as cash flow hedges is recorded in accumulated other comprehensive income and is subsequently reclassified into earnings in the period that the hedged forecasted transaction affects earnings.

During ~~2020,~~2021, $26.0 million of the interest rate swaps were used to hedge the variable cash outflows (LIBOR-based) associated with existing trust preferred securities when the outflows converted from a fixed rate to variable rate in September of 2012. In addition, ~~the remaining~~ ~~$20.0~~$10.0 million of interest rate swaps were used to hedge the variable cash outflows (LIBOR-based) associated with 2one Federal Home Loan Bank advances. Finally, the remaining $24.0 million of interest rate swaps were used to hedge the variable cash outflows (Ameribor-based) associated with a brokered deposit. The ineffective portion of the change in fair value of the derivatives is recognized directly in earnings. During the three and six months ended June 30, ~~2020~~2021 and ~~2019,~~2020, the Corporation did not recognize any ineffectiveness.

Amounts reported in accumulated other comprehensive income related to derivatives will be reclassified to interest expense as interest payments are made on the Corporation's variable-rate liabilities. During the next twelve months, the Corporation expects to reclassify ~~$1,046,000~~$1.0 million from accumulated other comprehensive income to interest expense.

Non-designated Hedges

The Corporation does not use derivatives for trading or speculative purposes. Derivatives not designated as hedges are not speculative and result from a service the Corporation provides to certain customers. The Corporation executes interest rate swaps with commercial banking customers to facilitate their respective risk management strategies. Those interest rate swaps are simultaneously hedged by offsetting interest rate swaps that the Corporation executes with a third party, such that the Corporation minimizes its net risk exposure resulting from such transactions. As the interest rate swaps associated with this program do not meet the strict hedge accounting requirements, changes in the fair value of both the customer swaps and the offsetting swaps are recognized directly in earnings. As of June 30, ~~2020~~2021 and December 31, ~~2019,~~2020, the notional amount of customer-facing swaps was approximately ~~$817,463,000~~$1.0 billion and ~~$692,287,000,~~$985.0 million, respectively. These amounts are offset with third party counterparties, as described above.

Fair Values of Derivative Instruments on the Balance Sheet

The table below presents the fair value of the Corporation’s derivative financial instruments, as well as their classification on the Balance Sheet, as of June 30, ~~2020,~~2021, and December 31, ~~2019.~~2020.

Asset Derivatives

Liability Derivatives

June 30, 2021

December 31, 2020

June 30, 2021

December 31, 2020

Balance
Sheet
Location

Fair
Value

Balance
Sheet
Location

Fair
Value

Balance
Sheet
Location

Fair
Value

Balance
Sheet
Location

Fair
Value

Derivatives designated as hedging instruments:

Interest rate contracts

Other Assets

Other Liabilities

1,464

Other Liabilities

2,018

Derivatives not designated as hedging instruments:

Interest rate contracts

Other Assets

51,845

Other Assets

74,335

Other Liabilities

51,845

Other Liabilities

74,335

Asset Derivatives
Liability Derivatives
June 30, 2020
December 31, 2019
June 30, 2020
December 31, 2019
Balance
Sheet
Location
Fair
Value
Balance
Sheet
Location
Fair
Value
Balance
Sheet
Location
Fair
Value
Balance
Sheet
Location
Fair
Value
Derivatives designated as hedging instruments:

Interest rate contracts Other Assets
$ —

Other Assets
$ —

Other Liabilities
$ 2,547

Other Liabilities
$ 1,444
Derivatives not designated as hedging instruments:

Interest rate contracts Other Assets
$ 84,658

Other Assets
$ 27,855

Other Liabilities
$ 84,658

Other Liabilities
$ 27,855

The amount of gain (loss) recognized in other comprehensive income is included in the table below for the periods indicated.


Derivatives in Cash Flow Hedging Relationships	Amount of Gain (Loss) Recognized in Other Comprehensive Income on Derivative (Effective Portion)
	Three Months Ended				Six Months Ended
	June 30, 2021		June 30, 2020		June 30, 2021		June 30, 2020
Interest Rate Products	$	(16)	$	(145)	$	42	$	(1,459)

Table of Contents

PART I. FINANCIAL INFORMATION

ITEM 1. NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS

(table dollar amounts in thousands, except share data)

(Unaudited)

The Corporation's derivative asset and derivative liability relating to interest rate contracts increased $56.8 million and $57.9 million, respectively, from December 31, 2019. The increases are primarily due to a $125.2 million increase in the related outstanding notional balance. Additionally, yield curve rates used for valuation purposes were lower at each term point as of June 30, 2020 compared to December 31, 2019. This was primarily the result of investors seeking the safety of U.S. Treasuries as containment efforts related to the COVID-19 outbreak began to significantly reduce economic activity.

~~The amount of gain (loss) recognized in other comprehensive income is included in the table below for the periods indicated.~~

Derivatives in Cash Flow Hedging Relationships Amount of Gain (Loss) Recognized in Other Comprehensive Income on Derivative
(Effective Portion)
Three Months Ended
Six Months Ended
June 30, 2020
June 30, 2019
June 30, 2020
June 30, 2019
Interest Rate Products $ (145 )
$ (701 )
$ (1,459 )
$ (1,092 )

Effect of Derivative Instruments on the Income Statement

The Corporation did not recognize any gains or losses from derivative financial instruments in the Consolidated Condensed Statements of Income for the three and six months ended June 30, ~~2020~~2021 and ~~2019.~~2020.

The amount of gain (loss) reclassified from other comprehensive income into income is included in the table below for the periods indicated.

Derivatives Designated as
Hedging Instruments under
FASB ASC 815-10

Location of Gain (Loss)
Recognized Income on
Derivative

Amount of Gain (Loss) Reclassed from Other Comprehensive Income into Income (Effective Portion)

Three Months Ended
June 30, 2021

Three Months Ended
June 30, 2020

Interest rate contracts

Interest Expense

(260)

(231)

Derivatives Designated as
Hedging Instruments under
FASB ASC 815-10
Location of Gain (Loss)
Recognized Income on
Derivative
Amount of Gain (Loss) Reclassed from Other Comprehensive Income into Income (Effective Portion)

Three Months Ended
June 30, 2020
Three Months Ended
June 30, 2019
Interest rate contracts
Interest Expense
$ (231 )
$ (84 )

Derivatives Designated as
Hedging Instruments under
FASB ASC 815-10
Location of Gain (Loss)
Recognized Income on
Derivative
Amount of Gain (Loss) Reclassed from Other Comprehensive Income into Income (Effective Portion)

Six Months Ended
June 30, 2020
Six Months Ended
June 30, 2019
Interest rate contracts
Interest Expense
$ (357 )
$ (143 )

Derivatives Designated as
Hedging Instruments under
FASB ASC 815-10

Location of Gain (Loss)
Recognized Income on
Derivative

Amount of Gain (Loss) Reclassed from Other Comprehensive Income into Income (Effective Portion)

Six Months Ended
June 30, 2021

Six Months Ended
June 30, 2020

Interest rate contracts

Interest Expense

(513)

(357)

The Corporation’s exposure to credit risk occurs because of nonperformance by its counterparties. The counterparties approved by the Corporation are usually financial institutions, which are well capitalized and have credit ratings through Moody’s and/or Standard & Poor’s at or above investment grade. The Corporation’s control of such risk is through quarterly financial reviews, comparing mark-to-market values with policy limitations, credit ratings and collateral pledging.

Credit-risk-related Contingent Features

The Corporation has agreements with certain of its derivative counterparties that contain a provision where if the Corporation fails to maintain its status as a well or adequately capitalized institution, then the Corporation could be required to terminate or fully collateralize all outstanding derivative contracts. Additionally, the Corporation has agreements with certain of its derivative counterparties that contain a provision where if the Corporation defaults on any of its indebtedness, including default where repayment of the indebtedness has not been accelerated by the lender, then the Corporation could also be declared in default on its derivative obligations. As of June 30, ~~2020,~~2021, the termination value of derivatives in a net liability position related to these agreements was ~~$87,754,000.~~$47.8 million. As of June 30, ~~2020,~~2021, the Corporation has minimum collateral posting thresholds with certain of its derivative counterparties and has posted collateral of ~~$80,855,000.~~$62.8 million. While the Corporation did not breach any of these provisions as of June 30, ~~2020~~,2021, if it had, the Corporation could have been required to settle its obligations under the agreements at their termination value.

NOTE 98

DISCLOSURES ABOUT FAIR VALUE OF ASSETS AND LIABILITIES

The Corporation used fair value measurements to record fair value adjustments to certain assets and liabilities and to determine fair value disclosures. The accounting guidance defines fair value, establishes a framework for measuring fair value and expands disclosures about fair value measurements. ASC 820 applies only when other guidance requires or permits assets or liabilities to be measured at fair value; it does not expand the use of fair value in any new circumstances.

~~Table of Contents~~

~~PART I. FINANCIAL INFORMATION~~

~~ITEM 1. NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS~~

~~(table dollar amounts in thousands, except share data)~~

~~(Unaudited)~~

As defined in ASC 820, fair value is the price to sell an asset or transfer a liability in an orderly transaction between market participants. It represents an exit price at the measurement date. Market participants are buyers and sellers, who are independent, knowledgeable, and willing and able to transact in the principal (or most advantageous) market for the asset or liability being measured. Current market conditions, including imbalances between supply and demand, are considered in determining fair value. The Corporation values its assets and liabilities in the principal market where it sells the particular asset or transfers the liability with the greatest volume and level of activity. In the absence of a principal market, the valuation is based on the most advantageous market for the asset or liability (i.e., the market where the asset could be sold or the liability transferred at a price that maximizes the amount to be received for the asset or minimizes the amount to be paid to transfer the liability).

Valuation inputs refer to the assumptions market participants would use in pricing a given asset or liability. Inputs can be observable or unobservable. Observable inputs are those assumptions which market participants would use in pricing the particular asset or liability. These inputs are based on market data and are obtained from a source independent of the Corporation. Unobservable inputs are assumptions based on the Corporation’s own information or estimate of assumptions used by market participants in pricing the asset or liability. Unobservable inputs are based on the best and most current information available on the measurement date. All inputs, whether observable or unobservable, are ranked in accordance with a prescribed fair value hierarchy which gives the highest ranking to quoted prices (unadjusted) in active markets for identical assets or liabilities (Level 1) and the lowest ranking to unobservable inputs for which there is little or no market activity (Level 3). Fair values for assets or liabilities classified as Level 2 are based on one or a combination of the following factors: (i) quoted prices for similar assets; (ii) observable inputs for the asset or liability, such as interest rates or yield curves; or (iii) inputs derived principally from or corroborated by observable market data. The level in the fair value hierarchy within which the fair value measurement in its entirety falls is determined based on

Table of Contents

PART I. FINANCIAL INFORMATION

ITEM 1. NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS

(table dollar amounts in thousands, except share data)

(Unaudited)

the lowest level input that is significant to the fair value measurement in its entirety. The Corporation considers an input to be significant if it drives 10 percent or more of the total fair value of a particular asset or liability.

RECURRING MEASUREMENTS

Assets and liabilities are considered to be measured at fair value on a recurring basis if fair value is measured regularly (i.e., daily, weekly, monthly or quarterly). Recurring valuation occurs at a minimum on the measurement date. Assets and liabilities are considered to be measured at fair value on a nonrecurring basis if the fair value measurement of the instrument does not necessarily result in a change in the amount recorded on the balance sheet. Generally, nonrecurring valuation is the result of the application of other accounting pronouncements which require assets or liabilities to be assessed for impairment or recorded at the lower of cost or fair value. The fair value of assets or liabilities transferred in or out of Level 3 is measured on the transfer date, with any additional changes in fair value subsequent to the transfer considered to be realized or unrealized gains or losses.

Following is a description of the valuation methodologies used for instruments measured at fair value on a recurring basis and recognized in the

accompanying balance sheets, as well as the general classification of such instruments pursuant to the valuation hierarchy.

Investment Securities

Where quoted prices are available in an active market, securities are classified within Level 1 of the valuation hierarchy. The Corporation currently has no securities classified within Level 1 of the hierarchy. Where significant observable inputs, other than Level 1 quoted prices, are available, securities are classified within Level 2 of the valuation hierarchy. Level 2 securities include U.S. treasury securities, government-sponsored agency and mortgage-backed securities, state and municipal securities and corporate obligations securities. In certain cases where Level 1 or Level 2 inputs are not available, securities are classified within Level 3 of the hierarchy and include state and municipal securities, government-sponsored mortgage-backed securities and corporate obligations securities. Level 3 fair value for securities was determined using a discounted cash flow model that incorporated market estimates of interest rates and volatility in markets that have not been active.

Third party vendors compile prices from various sources and may apply such techniques as matrix pricing to determine the value of identical or similar investment securities (Level 2). Matrix pricing is a mathematical technique widely used in the banking industry to value investment securities without relying exclusively on quoted prices for specific investment securities but rather relying on the investment securities’ relationship to other benchmark quoted investment securities. Any investment security not valued based upon the methods above are considered Level 3.

~~Table of Contents~~

~~PART I. FINANCIAL INFORMATION~~

~~ITEM 1. NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS~~

~~(table dollar amounts in thousands, except share data)~~

~~(Unaudited)~~

Interest Rate Derivative Agreements

See information regarding the Corporation’s interest rate derivative products in NOTE 8.7. DERIVATIVE FINANCIAL INSTRUMENTS of these Notes to Consolidated Condensed Financial Statements.

The following table presents the fair value measurements of assets and liabilities recognized in the accompanying balance sheets measured at fair value on a recurring basis and the level within the ASC 820 fair value hierarchy in which the fair value measurements fall at June 30, ~~2020,~~2021, and December 31, ~~2019.~~2020.


			Fair Value Measurements Using:
June 30, 2021	Fair Value		Quoted Prices in Active Markets for Identical Assets (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Unobservable Inputs (Level 3)
Available for sale securities:
U.S. Treasury	$	1,000	$	0	$	1,000	$	0
U.S. Government-sponsored agency securities	11,541		0		11,541		0
State and municipal	1,451,845		0		1,446,085		5,760
U.S. Government-sponsored mortgage-backed securities	958,286		0		958,282		4
Corporate obligations	4,228		0		4,197		31
Interest rate swap asset	51,845		0		51,845		0
Interest rate swap liability	53,309		0		53,309		0

Fair Value Measurements Using:
June 30, 2020 Fair Value Quoted Prices in Active Markets for Identical Assets
(Level 1) Significant Other
Observable Inputs
(Level 2) Significant
Unobservable
Inputs
(Level 3)
Available for sale securities:
U.S. Treasury $ 600
$ —
$ 600
$ —
U.S. Government-sponsored agency securities 2,453
—
2,453
—
State and municipal 1,094,218
—
1,091,753
2,465
U.S. Government-sponsored mortgage-backed securities 790,234
—
790,230
4
Corporate obligations 3,088
—
3,057
31
Interest rate swap asset 84,658
—
84,658
—
Interest rate swap liability 87,205
—
87,205
—

Fair Value Measurements Using:
December 31, 2019 Fair Value Quoted Prices in
Active Markets for
Identical Assets
(Level 1) Significant Other Observable Inputs
(Level 2) Significant
Unobservable
Inputs
(Level 3)
Available for sale securities:
U.S. Government-sponsored agency securities $ 38,875

$ —

$ 38,875

$ —
State and municipal 899,796
—
896,938
2,858
U.S. Government-sponsored mortgage-backed securities 851,323
—
851,319
4
Corporate obligations 31
—
—
31
Interest rate swap asset 27,855
—
27,855
—
Interest rate swap liability 29,299
—
29,299
—


			Fair Value Measurements Using:
December 31, 2020	Fair Value		Quoted Prices in Active Markets for Identical Assets (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Unobservable Inputs (Level 3)
Available for sale securities:

U.S. Government-sponsored agency securities	$	2,430	$	0	$	2,430	$	0
State and municipal	1,257,885		0		1,255,441		2,444
U.S. Government-sponsored mortgage-backed securities	654,669		0		654,665		4

Corporate obligations	4,135		0		4,104		31

Interest rate swap asset	74,335		0		74,335		0
Interest rate swap liability	76,353		0		76,353		0

Table of Contents

PART I. FINANCIAL INFORMATION

ITEM 1. NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS

(table dollar amounts in thousands, except share data)

(Unaudited)

There were no gains or losses included in earnings that were attributable to the changes in unrealized gains or losses related to assets or

liabilities held at June 30, ~~2020~~2021 or December 31, ~~2019.~~2020.

Level 3 Reconciliation

The following is a reconciliation of the beginning and ending balances of recurring fair value measurements recognized in the accompanying

balance sheets using significant unobservable Level 3 inputs for the three and six months ended June 30, ~~2020~~2021 and ~~2019.~~2020.


	Available for Sale Securities
	Three Months Ended				Six Months Ended
	June 30, 2021		June 30, 2020		June 30, 2021		June 30, 2020
Balance at beginning of the period	$	2,146	$	2,528	$	2,479	$	2,892


Included in other comprehensive income	412		(30)		353		(50)
Purchases, issuances and settlements	3,241		0		3,241		0

Principal payments	(4)		2		(278)		(342)
Ending balance	$	5,795	$	2,500	$	5,795	$	2,500

Available for Sale Securities
Three Months Ended Six Months Ended
June 30, 2020 June 30, 2019 June 30, 2020 June 30, 2019
Balance at beginning of the period $ 2,528
$ 2,936
$ 2,892
$ 3,328
Included in other comprehensive income (30 ) 37
(50 ) 80
Principal payments 2
2
(342 ) (433 )
Ending balance $ 2,500
$ 2,975
$ 2,500
$ 2,975

Transfers Between Levels

There were 0no transfers in or out of Level 3 for the three and six months ended June 30, ~~2020~~2021 and ~~2019.~~2020.

~~Table of Contents~~

~~PART I. FINANCIAL INFORMATION~~

~~ITEM 1. NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS~~

~~(table dollar amounts in thousands, except share data)~~

~~(Unaudited)~~

Nonrecurring Measurements

Following is a description of valuation methodologies used for instruments measured at fair value on a non-recurring basis and recognized in the accompanying balance sheets, as well as the general classification of such instruments pursuant to the valuation hierarchy for June 30, ~~2020,~~2021, and December 31, ~~2019.~~2020.

Fair Value Measurements Using
June 30, 2020
Fair Value
Quoted Prices in
Active Markets for
Identical Assets
(Level 1)
Significant Other
Observable
Inputs
(Level 2)
Significant Unobservable
Inputs
(Level 3)
Impaired loans (collateral dependent)
$ 22,690

$ —

$ —

$ 22,690
Other real estate owned
464

—

—

464

Fair Value Measurements Using
December 31, 2019
Fair Value
Quoted Prices in
Active Markets for
Identical Assets
(Level 1)
Significant Other
Observable
Inputs
(Level 2)
Significant Unobservable
Inputs
(Level 3)
Impaired loans (collateral dependent)
$ 5,653

$ —

$ —

$ 5,653
Other real estate owned
194

—

—

194


			Fair Value Measurements Using
June 30, 2021	Fair Value		Quoted Prices in Active Markets for Identical Assets (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Unobservable Inputs (Level 3)
Collateral dependent loans	$	43,292	$	0	$	0	$	43,292
Other real estate owned	167		0		0		167


			Fair Value Measurements Using
December 31, 2020	Fair Value		Quoted Prices in Active Markets for Identical Assets (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Unobservable Inputs (Level 3)
Impaired loans (collateral dependent)	$	37,250	$	0	$	0	$	37,250
Other real estate owned	544		0		0		544

Impaired Loans (collateral dependent)

Loans for which it is probable that the Corporation will not collect all principal and interest due according to contractual terms are measured for impairment. Allowable methods for determining the amount of impairment include estimating fair value of the collateral for collateral dependent loans. If the impaired loan is identified as collateral dependent, then the fair value method of measuring the amount of impairment is utilized. This method requires obtaining a current independent appraisal of the collateral and applying a discount factor to the value. A portion of the allowance for loan losses is allocated to impaired loans if the value of such loans is deemed to be less than the unpaid balance. If these allocations cause the allowance for loan losses to increase, such increase is reported as a component of the provision for loan losses. Loan losses are charged against the allowance when management believes the uncollectability of the loan is confirmed. During ~~2019~~2020 and ~~2020,~~2021, certain impaired loans were partially charged off or re-evaluated. Impaired loans that are collateral dependent are classified within Level 3 of the fair value hierarchy when impairment is determined using the fair value method.

Other Real Estate Owned

The fair value for impaired loans and other real estate owned is measured based on the value of the collateral securing those loans or real estate and is determined using several methods. The fair value of real estate is generally determined based on appraisals by qualified licensed appraisers. The appraisers typically determine the value of the real estate by utilizing an income or market valuation approach. If an appraisal is not available, the fair value may be determined by using a discounted cash flow analysis. Fair value on other collateral such as business assets is typically ascertained by assessing, either singularly or some combination of, asset appraisals, accounts receivable aging reports, inventory listings ~~and~~ and/or customer financial statements. Both appraised values and values based on borrower’s financial information are discounted as considered appropriate based on age and quality of the information and current market conditions.

Table of Contents

PART I. FINANCIAL INFORMATION

ITEM 1. NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS

(table dollar amounts in thousands, except share data)

(Unaudited)

Unobservable (Level 3) Inputs

The following table presents quantitative information about unobservable inputs used in recurring and nonrecurring Level 3 fair value measurements, other than goodwill, at June 30, ~~2020~~2021 and December 31, ~~2019.~~2020.

June 30, 2020 Fair Value Valuation Technique Unobservable Inputs Range (Weighted-Average)
State and municipal securities $ 2,465
Discounted cash flow Maturity/Call date 1 month to 15 yrs
US Muni BQ curve A- to BBB-
Discount rate 1.5% - 4%
Weighted-average coupon 3.87 %

Corporate obligations and U.S. Government-sponsored mortgage-backed securities $ 35
Discounted cash flow Risk free rate 3 month LIBOR
plus premium for illiquidity plus 200bps
Weighted-average coupon — %

Impaired loans (collateral dependent) $ 22,690
Collateral based measurements Discount to reflect current market conditions and ultimate collectability 0% - 10%
Weighted-average discount by loan balance 10 %

Other real estate owned $ 464
Appraisals Discount to reflect current market conditions 0% - 72%
Weighted-average discount of other real estate owned balance 32 %

June 30, 2021

Fair Value

Valuation Technique

Unobservable Inputs

Range (Weighted-Average)

State and municipal securities

5,760

Discounted cash flow

Maturity/Call date

1 month to 15 years

US Muni BQ curve

A- to BBB--

Discount rate

.75% - 4%

Weighted-average coupon

Corporate obligations and U.S. Government-sponsored mortgage-backed securities

Discounted cash flow

Risk free rate

3 month LIBOR

plus premium for illiquidity

plus 200bps

Weighted-average coupon

Collateral dependent loans

43,292

Collateral based measurements

Discount to reflect current market conditions and ultimate collectability

0% - 10%

Weighted-average discount by loan balance

Other real estate owned

167

Appraisals

Discount to reflect current market conditions

0% - 72%

Weighted-average discount of other real estate owned balance

39%

December 31, 2020

Fair Value

Valuation Technique

Unobservable Inputs

Range (Weighted-Average)

State and municipal securities

2,444

Discounted cash flow

Maturity/Call date

1 month to 15 years

US Muni BQ curve

A- to BBB-

Discount rate

1.50% - 4%

Weighted-average coupon

Corporate obligations and U.S Government-sponsored mortgage-backed securities

Discounted cash flow

Risk free rate

3 month LIBOR

plus premium for illiquidity

plus 200bps

Weighted-average coupon

Impaired loans (collateral dependent)

37,250

Collateral based measurements

Discount to reflect current market conditions and ultimate collectability

0% - 10%

Weighted-average discount by loan balance

Other real estate owned

544

Appraisals

Discount to reflect current market conditions

0% - 30%

Weighted-average discount of other real estate owned balance

26%

December 31, 2019 Fair Value Valuation Technique Unobservable Inputs Range (Weighted-Average)
State and municipal securities $ 2,858
Discounted cash flow Maturity/Call date 1 month to 15 yrs
US Muni BQ curve A- to BBB-
Discount rate 2% - 5%
Weighted-average coupon 3.92 %

Corporate obligations and U.S Government-sponsored mortgage-backed securities $ 35
Discounted cash flow Risk free rate 3 month LIBOR
plus premium for illiquidity plus 200bps
Weighted-average coupon — %

Impaired loans (collateral dependent) $ 5,653
Collateral based measurements Discount to reflect current market conditions and ultimate collectability 0% - 10%
Weighted-average discount by loan balance 1 %

Other real estate owned $ 194
Appraisals Discount to reflect current market conditions 0% - 37%
Weighted-average discount of other real estate owned balance 37 %

The following is a discussion of the sensitivity of significant unobservable inputs, the interrelationships between those inputs and other unobservable inputs used in recurring fair value measurement and how those inputs might magnify or mitigate the effect of changes in the unobservable inputs on the fair value measurement.

State and Municipal Securities, Corporate Obligations and U.S. Government-sponsored Mortgage-Backed Securities

The significant unobservable inputs used in the fair value measurement of the Corporation's state and municipal securities, corporate obligations and U.S. Government-sponsored mortgage-backed securities are premiums for unrated securities and marketability discounts. Significant increases or decreases in either of those inputs in isolation would result in a significantly lower or higher fair value measurement. Generally, changes in either of those inputs will not affect the other input.

Table of Contents

PART I. FINANCIAL INFORMATION

ITEM 1. NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS

(table dollar amounts in thousands, except share data)

(Unaudited)

Fair Value of Financial Instruments

The following table presents estimated fair values of the Corporation’s financial instruments and the level within the fair value hierarchy in which the fair value measurements fall at June 30, ~~2020,~~2021, and December 31, ~~2019.~~2020.


			June 30, 2021
			Quoted Prices in Active Markets for Identical Assets		Significant Other Observable Inputs		Significant Unobservable Inputs
	Carrying Amount		(Level 1)		(Level 2)		(Level 3)
Assets:
Cash and cash equivalents	$	167,596	$	167,596	$	0	$	0
Interest-bearing deposits	438,863		438,863		0		0
Investment securities available for sale	2,426,900		0		2,421,105		5,795
Investment securities held to maturity	1,721,414		0		1,745,282		15,565
Loans held for sale	18,582		0		18,582		0
Loans, net	8,921,475		0		0		8,976,919
Federal Home Loan Bank stock	28,736		0		28,736		0
Interest rate swap asset	51,845		0		51,845		0
Interest receivable	54,173		0		54,173		0
Liabilities:
Deposits	$	12,203,400	$	11,419,155	$	782,802	$	0
Borrowings:

Securities sold under repurchase agreements	146,904		0		146,900		0
Federal Home Loan Bank advances	334,243		0		340,783		0
Subordinated debentures and other borrowings	118,498		0		107,751		0
Interest rate swap liability	53,309		0		53,309		0
Interest payable	2,929		0		2,929		0

June 30, 2020

Quoted Prices in Active Markets
for Identical
Assets
Significant
Other
Observable
Inputs
Significant Unobservable
Inputs
Carrying Amount (Level 1)
(Level 2)
(Level 3)
Assets:

Cash and cash equivalents $ 229,759

$ 229,759

$ —

$ —
Interest-bearing time deposits 380,021

380,021

—

—
Investment securities available for sale 1,890,593

—

1,888,093

2,500
Investment securities held to maturity 898,786

—

920,146

21,280
Loans held for sale 901

—

901

—
Loans 9,177,422

—

—

9,253,762
Federal Home Loan Bank stock 28,736

—

28,736

—
Interest rate swap asset 84,658

—

84,658

—
Interest receivable 57,063

—

57,063

—
Liabilities:

Deposits $ 10,965,988

$ 9,566,516

$ 1,395,002

$ —
Borrowings:

Securities sold under repurchase agreements 181,150

—

181,150

—
Federal Home Loan Bank advances 400,817

—

415,737

—
Subordinated debentures and other borrowings 285,197

—

276,306

—
Interest rate swap liability 87,205

—

87,205

—
Interest payable 5,587

—

5,587

—

December 31, 2019

Quoted Prices in Active Markets
for Identical
Assets
Significant
Other
Observable
Inputs
Significant Unobservable
Inputs
Carrying Amount (Level 1)
(Level 2)
(Level 3)
Assets:

Cash and cash equivalents $ 177,201

$ 177,201

$ —

$ —
Interest-bearing time deposits 118,263

118,263

—

—
Investment securities available for sale 1,790,025

—

1,787,132

2,893
Investment securities held to maturity 806,038

—

799,884

27,682
Loans held for sale 9,037

—

9,037

—
Loans 8,379,026

—

—

8,335,340
Federal Home Loan Bank stock 28,736

—

28,736

—
Interest rate swap asset 27,855

—

27,855

—
Interest receivable 48,901

—

48,901

—
Liabilities:

Deposits $ 9,839,956

$ 8,146,745

$ 1,675,202

$ —
Borrowings:

Federal funds purchased 55,000

—

55,000

—
Securities sold under repurchase agreements 187,946

—

187,801

—
Federal Home Loan Bank advances 351,072

—

352,581

—
Subordinated debentures and other borrowings 138,685

—

123,571

—
Interest rate swap liability 29,299

—

29,299

—
Interest payable 6,754

—

6,754

—


			December 31, 2020
			Quoted Prices in Active Markets for Identical Assets		Significant Other Observable Inputs		Significant Unobservable Inputs
	Carrying Amount		(Level 1)		(Level 2)		(Level 3)
Assets:
Cash and cash equivalents	$	192,896	$	192,896	$	0	$	0
Interest-bearing deposits	392,305		392,305		0		0
Investment securities available for sale	1,919,119		0		1,916,640		2,479
Investment securities held to maturity	1,227,668		0		1,260,815		19,478
Loans held for sale	3,966		0		3,966		0
Loans, net	9,112,526		0		0		9,191,628
Federal Home Loan Bank stock	28,736		0		28,736		0
Interest rate swap asset	74,335		0		74,335		0
Interest receivable	53,948		0		53,948		0
Liabilities:
Deposits	$	11,361,610	$	10,482,865	$	878,257	$	0
Borrowings:

Securities sold under repurchase agreements	177,102		0		177,097		0
Federal Home Loan Bank advances	389,430		0		399,991		0
Subordinated debentures and other borrowings	118,380		0		108,439		0
Interest rate swap liability	76,353		0		76,353		0
Interest payable	3,287		0		3,287		0

Table of Contents

PART I. FINANCIAL INFORMATION

ITEM 1. NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS

(table dollar amounts in thousands, except share data)

(Unaudited)

NOTE 109

TRANSFERS ACCOUNTED FOR AS SECURED BORROWINGS

The collateral pledged for all repurchase agreements that are accounted for as secured borrowings as of June 30, ~~2020~~2021 and December 31, ~~2019~~2020 were:


	June 30, 2021
	Remaining Contractual Maturity of the Agreements
	Overnight and Continuous		Up to 30 Days		30-90 Days		Greater Than 90 Days		Total
U.S. Government-sponsored mortgage-backed securities	$	145,249	$	800	$	0	$	855	$	146,904

June 30, 2020

Remaining Contractual Maturity of the Agreements

Overnight and Continuous
Up to 30 Days
30-90 Days
Greater Than 90 Days
Total
U.S. Government-sponsored mortgage-backed securities $ 178,749

$ 750

$ —

$ 1,651

$ 181,150


	December 31, 2020
	Remaining Contractual Maturity of the Agreements
	Overnight and Continuous		Up to 30 Days		30-90 Days		Greater Than 90 Days		Total
U.S. Government-sponsored mortgage-backed securities	$	175,449	$	0	$	1,653	$	0	$	177,102

December 31, 2019

Remaining Contractual Maturity of the Agreements

Overnight and Continuous
Up to 30 Days
30-90 Days
Greater Than 90 Days
Total
U.S. Government-sponsored mortgage-backed securities $ 178,732

$ —

$ 7,672

$ 1,542

$ 187,946

NOTE 10

~~NOTE 11~~

ACCUMULATED OTHER COMPREHENSIVE INCOME (LOSS)

The following table summarizes the changes in the balances of each component of accumulated other comprehensive income (loss), net of tax, as of June 30, ~~2020~~2021 and ~~2019~~:2020:


	Accumulated Other Comprehensive Income (Loss)
	Unrealized Gains (Losses) on Securities Available for Sale		Unrealized Gains (Losses) on Cash Flow Hedges		Unrealized Gains (Losses) on Defined Benefit Plans		Total
Balance at December 31, 2020	$	87,988	$	(1,594)	$	(11,558)	$	74,836
Other comprehensive income (loss) before reclassifications	(12,382)		33		0		(12,349)
Amounts reclassified from accumulated other comprehensive income	(2,812)		405		0		(2,407)
Period change	(15,194)		438		0		(14,756)

Balance at June 30, 2021	$	72,794	$	(1,156)	$	(11,558)	$	60,080


Balance at December 31, 2019	$	38,872	$	(1,141)	$	(9,857)	$	27,874
Other comprehensive income (loss) before reclassifications	42,909		(1,153)		0		41,756
Amounts reclassified from accumulated other comprehensive income	(6,067)		282		0		(5,785)
Period change	36,842		(871)		0		35,971

Balance at June 30, 2020	$	75,714	$	(2,012)	$	(9,857)	$	63,845

Accumulated Other Comprehensive Income (Loss)
Unrealized Gains (Losses) on Securities Available for Sale Unrealized Gains (Losses) on Cash Flow Hedges Unrealized Gains (Losses) on Defined Benefit Plans Total
Balance at December 31, 2019 $ 38,872
$ (1,141 ) $ (9,857 ) $ 27,874
Other comprehensive income before reclassifications 42,909
(1,153 ) —
41,756
Amounts reclassified from accumulated other comprehensive income (6,067 ) 282
—
(5,785 )
Period change 36,842
(871 ) —
35,971
Balance at June 30, 2020 $ 75,714
$ (2,012 ) $ (9,857 ) $ 63,845

Balance at December 31, 2018 $ (6,343 ) $ (559 ) $ (14,520 ) $ (21,422 )
Other comprehensive income before reclassifications 39,130
(862 ) —
38,268
Amounts reclassified from accumulated other comprehensive income (2,357 ) 113
—
(2,244 )
Period change 36,773
(749 ) —
36,024
Balance at June 30, 2019 $ 30,430
$ (1,308 ) $ (14,520 ) $ 14,602

Table of Contents

PART I. FINANCIAL INFORMATION

ITEM 1. NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS

(table dollar amounts in thousands, except share data)

(Unaudited)

The following ~~tables present~~table presents the reclassification adjustments out of accumulated other comprehensive income (loss) that were included in net income in the Consolidated Condensed Statements of Income for the three and six months ended June 30, ~~2020~~2021 and ~~2019.~~

2020.


	Amount Reclassified from Accumulated Other Comprehensive Income (Loss) For the Three Months Ended June 30,								Amount Reclassified from Accumulated Other Comprehensive Income (Loss) For the Three Months Ended June 30,
Details about Accumulated Other Comprehensive Income (Loss) Components	2020			2019			Affected Line Item in the Statements of Income	Details about Accumulated Other Comprehensive Income (Loss) Components	2021		2020		Affected Line Item in the Statements of Income
Unrealized gains (losses) on available for sale securities ⁽¹⁾								Unrealized gains (losses) on available for sale securities (1)
Realized securities gains reclassified into income	$	3,068		$	1,843		Other income - net realized gains on sales of available for sale securities	Realized securities gains reclassified into income	$	1,761	$	3,068	Other income - net realized gains on sales of available for sale securities
Related income tax expense	(644		)	(387		)	Income tax expense	Related income tax expense	(370)		(644)		Income tax expense
	$	2,424		$	1,456				$	1,391	$	2,424

Unrealized gains (losses) on cash flow hedges ⁽²⁾								Unrealized gains (losses) on cash flow hedges (2)
Interest rate contracts	$	(231	)	$	(84	)	Interest expense - subordinated debentures and term loans	Interest rate contracts	$	(260)	$	(231)	Interest expense - subordinated debentures and term loans
Related income tax benefit	49			18			Income tax expense	Related income tax benefit	55		49		Income tax expense
	$	(182	)	$	(66	)			$	(205)	$	(182)


Total reclassifications for the period, net of tax	$	2,242		$	1,390			Total reclassifications for the period, net of tax	$	1,186	$	2,242

~~Table of Contents~~

~~PART I. FINANCIAL INFORMATION~~

~~ITEM 1. NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS~~

~~(table dollar amounts in thousands, except share data)~~

~~(Unaudited)~~

Amount Reclassified from Accumulated Other Comprehensive Income (Loss) For the Six Months Ended June 30,

Details about Accumulated Other Comprehensive Income (Loss) Components 2020
2019
Affected Line Item in the Statements of Income
Unrealized gains (losses) on available for sale securities ⁽¹⁾

Realized securities gains reclassified into income $ 7,680

$ 2,983

Other income - net realized gains on sales of available for sale securities
Related income tax expense (1,613 )
(626 )
Income tax expense

$ 6,067

$ 2,357

Unrealized gains (losses) on cash flow hedges ⁽²⁾

Interest rate contracts $ (357 )
$ (143 )
Interest expense - subordinated debentures and term loans
Related income tax benefit 75

30

Income tax expense

$ (282 )
$ (113 )

Total reclassifications for the period, net of tax $ 5,785

$ 2,244




	Amount Reclassified from Accumulated Other Comprehensive Income (Loss) For the Six Months Ended June 30,
Details about Accumulated Other Comprehensive Income (Loss) Components	2021		2020		Affected Line Item in the Statements of Income
Unrealized gains (losses) on available for sale securities (1)
Realized securities gains reclassified into income	$	3,560	$	7,680	Other income - net realized gains on sales of available for sale securities
Related income tax expense	(748)		(1,613)		Income tax expense
	$	2,812	$	6,067

Unrealized gains (losses) on cash flow hedges (2)
Interest rate contracts	$	(513)	$	(357)	Interest expense - subordinated debentures and term loans
Related income tax benefit	108		75		Income tax expense
	$	(405)	$	(282)






Total reclassifications for the period, net of tax	$	2,407	$	5,785

(1) For additional detail related to unrealized gains (losses) on available for sale securities and related amounts reclassified from accumulated other comprehensive income see NOTE 3. INVESTMENT SECURITIES of these Notes to Consolidated Condensed Financial Statements.

⁽²⁾ For additional detail related to unrealized gains (losses) on cash flow hedges and related amounts reclassified from accumulated other comprehensive income see NOTE 8.7. DERIVATIVE FINANCIAL INSTRUMENTS of these Notes to Consolidated Condensed Financial Statements.

NOTE 1211

SHARE-BASED COMPENSATION

Stock options and RSAs have been issued to directors, officers and other management employees under the Corporation's 2009 Long-term Equity Incentive Plan, the 2019 Long-term Equity Incentive Plan, and the Equity Compensation Plan for Non-Employee Directors. The stock options, which have a ten year life, become 100 percent vested based on time ranging from one year to two years and are fully exercisable when vested. Option exercise prices equal the Corporation's common stock closing price on NASDAQ on the date of grant. The RSAs issued to employees and non-employee directors provide for the issuance of shares of the Corporation's common stock at no cost to the holder and generally vest after 3 years. The RSAs vest only if the employee is actively employed by the Corporation on the vesting date and, therefore, any unvested shares are forfeited. For non-employee directors, the RSAs vest only if the non-employee director remains as an active board member on the vesting date and, therefore, any unvested shares are forfeited. The RSAs for employees and non-employee directors are either immediately vested at retirement, disability or death, or, continue to vest after retirement, disability or death, depending on the plan under which the shares were granted.

The Corporation’s ~~2009 ESPP and~~ 2019 ESPP ~~provide~~provides eligible employees of the Corporation and its subsidiaries an opportunity to purchase shares of common stock of the Corporation through quarterly offerings financed by payroll deductions. The price of the stock to be paid by the employees shall be equal to 85 percent of the average of the closing price of the Corporation’s common stock on each trading day during the offering period. However, in no event shall such purchase price be less than the lesser of an amount equal to 85 percent of the market price of the Corporation’s stock on the offering date or an amount equal to 85 percent of the market value on the date of purchase. Common stock purchases are made quarterly and are paid through advance payroll deductions up to a calendar year maximum of $25,000. ~~The 2009 ESPP expired on June 30, 2019.~~

Table of Contents

PART I. FINANCIAL INFORMATION

ITEM 1. NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS

(table dollar amounts in thousands, except share data)

(Unaudited)

Compensation expense related to unvested share-based awards is recorded by recognizing the unamortized grant date fair value of these awards over the remaining service periods of those awards, with no change in historical reported fair values and earnings. Awards are valued at

fair value in accordance with provisions of share-based compensation guidance and are recognized on a straight-line basis over the service periods of each award. To complete the exercise of vested stock options, RSA’s and ESPP options, the Corporation generally issues new shares from its authorized but unissued share pool. Share-based compensation for the three and six months ended June 30, ~~2020~~2021 was $1,208,000 and $2,398,000, respectively, compared to $1,214,000 and $2,433,000, ~~respectively, compared to $844,000 and $1,825,000,~~ respectively, for the three and six months ended June 30, ~~2019.~~2020. Share-based compensation has been recognized as a component of salaries and benefits expense in the accompanying Consolidated Condensed Statements of Income.

Share-based compensation expense recognized in the Consolidated Condensed Statements of Income is based on awards ultimately expected to vest and is reduced for estimated forfeitures. Share-based compensation guidance requires forfeitures to be estimated at the time of grant and revised, if necessary, in subsequent periods, if actual forfeitures differ from those estimates. Pre-vesting forfeitures were estimated to be approximately ~~0.4~~0.5 percent for the six months ended June 30, ~~2020,~~2021, based on historical experience.

~~Table of Contents~~

~~PART I. FINANCIAL INFORMATION~~

~~ITEM 1. NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS~~

~~(table dollar amounts in thousands, except share data)~~

~~(Unaudited)~~

The following table summarizes the components of the Corporation's share-based compensation awards recorded as an expense and the income tax benefit of such awards.


	Three Months Ended June 30,				Six Months Ended June 30,
	2021		2020		2021		2020
Stock and ESPP Options
Pre-tax compensation expense	$	40	$	12	$	115	$	53
Income tax expense (benefit)	(20)		(29)		(92)		(29)
Stock and ESPP option expense, net of income taxes	$	20	$	(17)	$	23	$	24
Restricted Stock Awards
Pre-tax compensation expense	$	1,168	$	1,202	$	2,283	$	2,380
Income tax expense (benefit)	(246)		(236)		(483)		(493)
Restricted stock awards expense, net of income taxes	$	922	$	966	$	1,800	$	1,887
Total Share-Based Compensation
Pre-tax compensation expense	$	1,208	$	1,214	$	2,398	$	2,433
Income tax expense (benefit)	(266)		(265)		(575)		(522)
Total share-based compensation expense, net of income taxes	$	942	$	949	$	1,823	$	1,911

Three Months Ended
June 30, Six Months Ended
June 30,
2020 2019 2020 2019
Stock and ESPP Options
Pre-tax compensation expense $ 12
$ 25
$ 53
$ 36
Income tax benefit (29 ) (41 ) (29 ) (57 )
Stock and ESPP option expense, net of income taxes $ (17 ) $ (16 ) $ 24
$ (21 )
Restricted Stock Awards
Pre-tax compensation expense $ 1,202
$ 819
$ 2,380
$ 1,789
Income tax benefit (236 ) (186 ) (493 ) (726 )
Restricted stock awards expense, net of income taxes $ 966
$ 633
$ 1,887
$ 1,063
Total Share-Based Compensation
Pre-tax compensation expense $ 1,214
$ 844
$ 2,433
$ 1,825
Income tax benefit (265 ) (227 ) (522 ) (783 )
Total share-based compensation expense, net of income taxes $ 949
$ 617
$ 1,911
$ 1,042

As of June 30, ~~2020,~~2021, unrecognized compensation expense related to RSAs was ~~$5,595,000~~$7.5 million and is expected to be recognized over a weighted-average period of ~~1.21~~1.79 years. The Corporation did 0t have any unrecognized compensation expense related to stock options as of June 30, ~~2020.~~2021.

Stock option activity under the Corporation's stock option plans as of June 30, ~~2020~~2021 and changes during the six months ended June 30, ~~2020,~~2021, were as follows:


	Number of Shares	Weighted-Average Exercise Price		Weighted Average Remaining Contractual Term (in Years)	Aggregate Intrinsic Value
Outstanding at January 1, 2021	45,800	$	15.00

Exercised	(17,300)	$	11.46

Outstanding June 30, 2021	28,500	$	17.14	2.00	$	699,060
Vested and Expected to Vest at June 30, 2021	28,500	$	17.14	2.00	$	699,060
Exercisable at June 30, 2021	28,500	$	17.14	2.00	$	699,060

Number of
Shares Weighted-Average Exercise Price Weighted Average Remaining
Contractual Term
(in Years) Aggregate
Intrinsic
Value
Outstanding at January 1, 2020 59,350
$ 13.51

Exercised (10,050 ) $ 8.29

Outstanding June 30, 2020 49,300
$ 14.57
2.32 $ 640,876
Vested and Expected to Vest at June 30,2020 49,300
$ 14.57
2.32 $ 640,876
Exercisable at June 30, 2020 49,300
$ 14.57
2.32 $ 640,876

The aggregate intrinsic value in the table above represents the total pre-tax intrinsic value (the difference between the Corporation's closing stock price on the last trading day of the first six months of ~~2020~~2021 and the exercise price, multiplied by the number of in-the-money options) that would have been received by the option holders had all option holders exercised their stock options on June 30, ~~2020.~~2021. The amount of aggregate intrinsic value will change based on the fair market value of the Corporation's common stock.

The aggregate intrinsic value of stock options exercised during the six months ended June 30, 2021 and 2020 was $559,000 and ~~2019 was~~ $197,000, ~~and $308,000,~~ respectively. Cash receipts of stock options exercised during this same period were ~~$83,000~~$198,000 and ~~$105,000,~~$83,000, respectively.

~~The following table summarizes information on unvested RSAs outstanding as of June 30, 2020:~~

Number of Shares Weighted-Average
Grant Date Fair Value
Unvested RSAs at January 1, 2020 351,048
$ 40.67
Granted 14,657
$ 27.00
Vested (8,591 ) $ 40.09
Forfeited (525 ) $ 40.44
Unvested RSAs at June 30, 2020 356,589
$ 40.62

The grant date fair value of ESPP options was estimated to be approximately $12,000 at the beginning of the April 1, 2020 quarterly offering period. The ESPP options vested during the three months ending June 30, 2020, leaving 0 unrecognized compensation expense related to unvested ESPP options at June 30, 2020.

Table of Contents

PART I. FINANCIAL INFORMATION

ITEM 1. NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS

(table dollar amounts in thousands, except share data)

(Unaudited)

The following table summarizes information on unvested RSAs outstanding as of June 30, 2021:


	Number of Shares	Weighted-Average Grant Date Fair Value
Unvested RSAs at January 1, 2021	357,883	$	36.30
Granted	77,216	$	42.52
Vested	(4,660)	$	42.14
Forfeited	(5,050)	$	36.56
Unvested RSAs at June 30, 2021	425,389	$	37.36

The grant date fair value of ESPP options was estimated to be approximately $40,000 at the beginning of the April 1, 2021 quarterly offering period. The ESPP options vested during the three months ending June 30, 2021, leaving 0 unrecognized compensation expense related to unvested ESPP options at June 30, 2021.

NOTE 1312

INCOME TAX

The following table summarizes the major components creating differences between income taxes at the federal statutory and the effective tax rate recorded in the consolidated statements of income for the three and six months ended June 30, ~~2020~~2021 and ~~2019:~~2020:


	Three Months Ended June 30,						Six Months Ended June 30,
	2021			2020			2021			2020








Reconciliation of Federal Statutory to Actual Tax Expense:
Federal statutory income tax at 21%	$	13,830		$	7,899		$	26,098		$	15,827
Tax-exempt interest income	(3,893)			(3,199)			(7,599)			(6,221)

Share-based compensation	(13)			(6)			(72)			(6)
Tax-exempt earnings and gains on life insurance	(253)			(278)			(534)			(564)
Tax credits	(77)			(89)			(150)			(150)
CARES Act - NOL carryback rate differential	0			0			0			(1,178)
State Income Tax	872			164			1,574			250
Other	(172)			132			(71)			155
Actual Tax Expense	$	10,294		$	4,623		$	19,246		$	8,113

Effective Tax Rate	15.6		%	12.3		%	15.5		%	10.8		%

Three Months Ended
June 30,
Six Months Ended
June 30,
2020
2019
2020
2019
Reconciliation of Federal Statutory to Actual Tax Expense:

Federal statutory income tax at 21% $ 7,899

$ 10,249

$ 15,827

$ 19,858
Tax-exempt interest income (3,199 )
(2,403 )
(6,221 )
(4,670 )
Share-based compensation (6 )
(41 )
(6 )
(391 )
Tax-exempt earnings and gains on life insurance (278 )
(199 )
(564 )
(406 )
Tax credits (89 )
(63 )
(150 )
(141 )
CARES Act - NOL carryback rate differential —

—

(1,178 )
—
Other 296

206

405

440
Actual Tax Expense $ 4,623

$ 7,749

$ 8,113

$ 14,690

Effective Tax Rate 12.3 %
15.9 %
10.8 %
15.5 %

NOTE 1413

NET INCOME PER SHARE

Basic net income per share is computed by dividing net income by the weighted-average shares outstanding during the reporting period. Diluted net income per share is computed by dividing net income by the combination of the weighted-average shares outstanding during the reporting period and all potentially dilutive common shares. Potentially dilutive common shares include stock options and RSAs issued under the Corporation's share-based compensation plans. Potentially dilutive common shares are excluded from the computation of diluted earnings per share in the periods where the effect would be antidilutive.

The following table reconciles basic and diluted net income per share for the three and six months ended June 30, ~~2020~~2021 and ~~2019~~.2020.


	Three Months Ended June 30,											Three Months Ended June 30,
	2020					2019						2021					2020
	Net Income		Weighted-Average Shares	Per Share Amount		Net Income		Weighted-Average Shares	Per Share Amount			Net Income		Weighted-Average Shares	Per Share Amount		Net Income		Weighted-Average Shares	Per Share Amount
Net income available to common stockholders	$	32,992	53,762,913	$	0.62	$	41,056	49,432,167	$	0.83	Net income available to common stockholders	$	55,559	53,956,296	$	1.03	$	32,992	53,762,913	$	0.62
Effect of potentially dilutive stock options and restricted stock awards			179,654					117,720			Effect of potentially dilutive stock options and restricted stock awards			228,128					179,654
Diluted net income per share	$	32,992	53,942,567	$	0.62	$	41,056	49,549,887	$	0.83	Diluted net income per share	$	55,559	54,184,424	$	1.03	$	32,992	53,942,567	$	0.62


	Six Months Ended June 30,											Six Months Ended June 30,
	2020					2019						2021					2020
	Net Income		Weighted-Average Shares	Per Share Amount		Net Income		Weighted-Average Shares	Per Share Amount			Net Income		Weighted-Average Shares	Per Share Amount		Net Income		Weighted-Average Shares	Per Share Amount
Net income available to common stockholders	$	67,255	54,247,493	$	1.24	$	79,873	49,400,770	$	1.62	Net income available to common stockholders	$	105,028	53,943,248	$	1.95	$	67,255	54,247,493	$	1.24
Effect of potentially dilutive stock options and restricted stock awards			182,026					144,382			Effect of potentially dilutive stock options and restricted stock awards			216,084					182,026
Diluted net income per share	$	67,255	54,429,519	$	1.24	$	79,873	49,545,152	$	1.61	Diluted net income per share	$	105,028	54,159,332	$	1.94	$	67,255	54,429,519	$	1.24

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PART I. FINANCIAL INFORMATION

ITEM 1. NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS

(table dollar amounts in thousands, except share data)

(Unaudited)

For the three and six months ended June 30, ~~2020~~2021 and ~~2019,~~2020, there were 0 stock options with an option price greater than the average market price of the common shares.

NOTE 1514

GENERAL LITIGATION AND REGULATORY EXAMINATIONS

See Item 1. LEGAL PROCEEDINGS in Part II of this Form 10-Q for information relating to certain pending litigation. There are no other pending legal proceedings, other than litigation incidental to the ordinary business of the Corporation or its subsidiaries, of a material nature to which the Corporation or its subsidiaries is a party or of which any of their properties are subject. The Corporation is ~~subject to claims and lawsuits that arise primarily in the ordinary course of business. Additionally, the Corporation is~~also subject to periodic examinations by various regulatory agencies. It is the general opinion of management that the disposition or ultimate resolution of any such ~~claims, lawsuits, and~~routine litigation or regulatory examinations will not have a material adverse effect on the consolidated financial position, results of operations and cash flow of the Corporation.

A discussion of the Bank’s Settlement Agreement and Agreed Order with the United States Department of Justice is contained in the "REGULATORY DEVELOPMENTS" section of Part I, Item 2. Management’s Discussion & Analysis of this Quarterly Report on Form 10-Q.

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PART I: FINANCIAL INFORMATION

ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

FORWARD-LOOKING STATEMENTS

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

•statements of ~~our~~the Corporation's goals, intentions and expectations;

•statements regarding ~~our~~the Corporation's business plan and growth strategies;

•statements regarding the asset quality of ~~our~~the Corporation's loan and investment portfolios; and

•estimates of ~~our~~the Corporation's risks and future costs and benefits.

These forward-looking statements are subject to significant risks, assumptions and uncertainties, including, among other things, the following important factors which could affect the actual outcome of future events:

•fluctuations in market rates of interest and loan and deposit pricing, which could negatively affect our net interest margin, asset valuations and expense expectations;

•adverse changes in the economy, which might affect our business prospects and could cause credit-related losses and expenses;

•the severity and duration of the COVID-19 pandemic and its impact on general economic and financial market conditions and our business, results of operations, and financial condition;

•adverse developments in our loan and investment portfolios;

•our participation as a lender in the PPP;

•competitive factors in the banking industry, such as the trend towards consolidation in our market;

•changes in the banking legislation or the regulatory requirements of federal and state agencies applicable to bank holding companies and banks like our affiliate bank;

•acquisitions of other businesses by us and integration of such acquired businesses;

•our ability to implement and comply with the Settlement Agreement and Agreed Order entered into with the United States Department of Justice ("DOJ") related to our fair lending practices;

•changes in market, economic, operational, liquidity, credit and interest rate risks associated with our business; and

•the continued availability of earnings and excess capital sufficient for the lawful and prudent declaration and payment of cash dividends.

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

CRITICAL ACCOUNTING POLICIES

Generally accepted accounting principles are complex and require us to apply significant judgments to various accounting, reporting and disclosure matters. We must use assumptions and estimates to apply those principles where actual measurement is not possible or practical. For a complete discussion of our significant accounting policies, see “Notes to the Consolidated Financial Statements” in our Annual Report on Form 10-K for the year ended December 31, ~~2019~~.2020. Certain policies are considered critical because they are highly dependent upon subjective or complex judgments, assumptions and estimates. Changes in such estimates may have a significant impact on the financial statements. The uncertainties related to COVID-19 could cause significant changes to these estimates compared to what was known at the time these financial statements were prepared.

We believe there have been no significant changes during the ~~three and~~ six months ended June 30, ~~2020,~~2021 to the items that we disclosed as our critical accounting policies and estimates in Management’s Discussion and Analysis of Financial Condition and Results of Operations in our Annual Report on Form 10-K for the year ended December 31, ~~2019~~2020, with the exception of the adoption of Accounting Standards Update (ASU) No. 2016-13, Financial Instruments - Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments ("CECL") on January 1, 2021. Certain accounting policies were revised and certain accounting policy elections were implemented, related to the adoption of CECL.

Table of Contents

PART I: FINANCIAL INFORMATION

ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

CECL replaces the previous "incurred loss" model for measuring credit losses, which encompassed allowances for current known and inherent losses within the portfolio, with an "expected loss" model for measuring credit losses, which encompasses allowances for losses expected to be incurred over the life of the portfolio. The new CECL model requires the measurement of all expected credit losses for financial assets measured at amortized cost and certain off-balance sheet credit exposures based on historical experiences, current conditions, and reasonable and supportable forecasts. CECL also requires enhanced disclosures related to the significant estimates and judgments used in estimating credit losses, as well as credit quality and underwriting standards of an organization's portfolio. In addition, CECL includes certain changes to the accounting for investment securities available for sale depending on whether management intends to sell the securities or believes that it is more likely than not they will be required to sell. See NOTE 1. GENERAL, NOTE 3. INVESTMENT SECURITIES and NOTE 4. LOANS AND ALLOWANCE of the Notes to Consolidated Condensed Financial Statements of this Quarterly Report on Form 10-Q for details of the accounting policy changes related to the adoption of CECL.

BUSINESS SUMMARY

First Merchants Corporation (the “Corporation”) is a financial holding company headquartered in Muncie, Indiana and was organized in September 1982. The Corporation’s Common Stock is traded on NASDAQ’s Global Select Market System under the symbol FRME. The Corporation has one full-service bank charter, First Merchants Bank (the “Bank”), which opened for business in Muncie, Indiana, in March 1893. The Bank also operates First Merchants Private Wealth Advisors (a division of First Merchants Bank). The Bank includes ~~127~~109 banking locations in ~~thirty~~ Indiana, ~~two~~ Illinois, ~~two~~ Ohio and ~~two Michigan counties.~~Michigan. In addition to its traditional branch network, the Corporation offers comprehensive electronic and mobile delivery channels to its customers. The Corporation’s business activities are currently limited to one significant business segment, which is community banking.

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

~~REQUIREMENTS FOR BANK HOLDING COMPANIES WITH $10 BILLION OR MORE IN ASSETS~~

COVID-19 UPDATE

Various federal banking laws and regulations, including rules adopted by the Federal Reserve pursuant to the requirements of the Dodd-Frank Act, impose heightened requirements on certain large banks and bank holding companies. Most of these rules apply primarily to bank holding companies with at least $50 billion in total consolidated assets, but certain rules also apply to banks and bank holding companies with at least $10 billion in total consolidated assets. As the quarter ended December 31, 2019 was the fourth consecutive quarter that the Bank reported assets exceeding $10 billion, effective as of April 1, 2020, the Bank and its affiliates became subject to the supervisory and enforcement authority of the Consumer Financial Protection Bureau (the “CFPB”). The CFPB, an independent federal agency created under the Dodd-Frank Act, was granted broad rulemaking, supervisory and enforcement powers under various federal consumer financial protection laws, primarily with authority over banks and their affiliates with assets of more than $10 billion. Prior to April 1, 2020, the Bank had been subject to the primary federal regulatory oversight and supervision of the FDIC. The Bank continues to be subject to the oversight, supervision and examination of the Indiana DFI.

The ~~Bank’s deposit accounts are insured up~~COVID-19 pandemic continued to impact the ~~applicable limits by~~Corporation’s operations during the ~~Deposit Insurance Fund (the “DIF”) of the FDIC. As such, the Bank is subject to deposit insurance premiums~~three and assessments to maintain the DIF. Under the FDIC's risk-based assessment system, insured institutions with at least $10 billion in assets, such as the Bank, are assessed on the basis of a scoring system that measures an institution's financial performance, its ability to withstand stress,six months ended June 30, 2021. With certain states and ~~the relative magnitude of potential losses to the FDIC~~localities having recently experienced significant increases in the ~~event~~number of ~~the institution's failure. The Bank’s FDIC assessment has increased~~individuals diagnosed with COVID-19 as ~~a result of being subject to this new method for calculating its deposit insurance premiums.~~

As provided by the Durbin Amendment to the Dodd-Frank Act, financial institutions with more than $10 billion in assets become subject to capped interchange fees in July of the year following the year-end assessment in which the $10 billion threshold was met. As a result, the Bank was subject to these interchange fee restrictions as of July 1, 2020.

~~COVID-19, THE CARES ACT AND RELATED REGULATORY ACTIONS~~

~~Impact of COVID-19~~

On January 30, 2020, the World Health Organization (“WHO”) announced that the outbreak of the novel coronavirus disease 2019 ("COVID-19") constituted a public health emergency of international concern. On March 11, 2020, WHO declared COVID-19 to be a global pandemic and, on March 13, 2020, the President of the United States declared the COVID-19 outbreak a national emergency. The health concerns relating to the COVID-19 outbreak and related governmental actions taken to reduce the spreadvariant strains of the virus have ~~significantly impacted~~spread, uncertainty remains about the global economy (including the states and local economies in which we operate), disrupted supply chains, lowered equity market valuations, and created significant volatility and disruption in financial markets. The outbreak has resulted in authorities implementing numerous measures to try to contain the virus, such as travel bans and restrictions, quarantines, shelter in place or total lock-down orders and business limitations and shutdowns. Such measures have significantly contributed to rising unemployment and negatively impacted consumer and business spending. As a resultultimate duration of the ~~shelter in place mandates in effect early in~~pandemic and the ~~second quarter~~timing and strength of ~~2020, commercial activity throughout~~the economic recovery. As the pandemic has evolved, we have continued to support our geographic footprint, as well as nationally, decreased significantly. Most states have reopened, albeit under limited capacities and under other social distancing restrictions; however, commercial activity has not returnedcustomers by providing assistance to those affected by the pandemic, including by working with borrowers who are or may be unable to meet their contractual payment obligations due to the ~~levels existing prior to the outbreak of the pandemic.~~

The ultimate impact of COVID-19 on the Corporation will depend on numerous factors and future developments that are highly uncertain and cannot be predicted with confidence. It is unknown how long the COVID-19 pandemic will last, or when restrictions on individuals and businesses will be lifted and businesses and their employees will be able to resume normal activities. Additional information may emerge regarding the severityeffects of COVID-19 and ~~additional actions may be taken~~ by ~~federal, state and local governments to contain COVID-19 or treat its impact. Changes in~~originating loans under the behavior of customers, businesses and their employees as a result of COVID-19 pandemic, including social distancing practices, even after formal restrictions have been lifted, are also unknown. As a result of COVID-19 and the actions taken to contain it or reduce its impact, we may experience changes in the demand for our products and services, changes in the value of collateral securing outstanding loans, reductions in the credit quality of borrowers and the inability of borrowers to repay loans in accordance with their terms. Our commercial and consumer customers are experiencing varying degrees of financial distress, which is expected to continue throughout the remainder of 2020, especially if positive cases continue to increase and further economic shutdowns are mandated. These and similar factors and events may have substantial negative effects on the business, financial condition and results of operations of the Corporation and its customers.Paycheck Protection Program (“PPP”).

~~Table of Contents~~

~~PART I: FINANCIAL INFORMATION~~

~~ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS~~

We have taken deliberate actions to ensure that we have the balance sheet strength to serve our clients and communities, including increases in liquidity and managing our assets and liabilities in order to maintain a strong capital position. Additionally, in response to the COVID-19 pandemic, we have taken a number of actions to offer various forms of support to our customers, employees and communities that have experienced impacts from this development. The Corporation contributed approximately $1 million to non-profit organizations in our communities on the front lines of fighting the COVID-19 pandemic. In response to social distancing protocols, we have modified office locations by installing protective barriers, required the use of personal protective equipment and incurred additional cleaning and janitorial expense to disinfect banking centers and office locations. Additionally, we have enhanced mobile and online services, such as increased mobile deposit limits, to allow more transactions to be completed outside the banking centers. We have also provided customer alerts focused on COVID-19 scams and fraud education and prevention.

~~Interest Rates~~

On March 3, 2020, the Federal Open Market Committee ("FOMC") reduced the target federal funds rate by 50 basis points to 1.00 percent to 1.25 percent. This rate was further reduced to a target range of 0 percent to 0.25 percent on March 16, 2020. Additionally, there was a decline in one-month LIBOR from 99 basis points as of March 31, 2020 to 16 basis points on June 30, 2020. These reductions in interest rates and other effects of the COVID-19 outbreak are likely to negatively impact the Corporation’s net interest income.

The CARES Act and the Paycheck Protection Program

~~On March 27, 2020,~~As previously reported, the Coronavirus Aid, Relief and Economic Security Act (the “CARES Act”) was signed into law ~~providing an approximately $2 trillion stimulus package~~in March 2020, establishing the PPP, a lending program administered by the Small Business Administration (“SBA”) that ~~includes direct payments~~was intended to individual taxpayers, economic stimulus to significantly impacted industry sectors, emergency funding for hospitals and providers, small business loans, increased unemployment benefits, and a variety of tax incentives.

~~For~~incentivize small businesses, eligible nonprofits and certain others ~~the CARES Act established a Paycheck Protection Program (“PPP”), which is administered~~to retain their employees by providing them with loans that are fully guaranteed by the ~~Small Business Administration (“SBA”). On April 24, 2020,~~U.S. government and subject to forgiveness if program guidelines are met. The ability of borrowers to apply for loans under the ~~Paycheck Protection Program and Health Care Enhancement Act was enacted. Among other things, this legislation amends the initial CARES Act program by raising the appropriation level for~~ PPP ~~loans from $349 billion to $670 billion. The PPP was further modified~~ended on ~~June 5, 2020~~May 31, 2021, with the ~~adoption of the Paycheck Protection Program Flexibility Act (the Flexibility Act), which extended the maturity date for PPP loans from two years~~SBA having until June 30, 2021 to five years for loans disbursed on or after the date of enactment of the Flexibility Act. For PPP loans disbursed prior to such enactment, the Flexibility Act permits the borrower and lender to mutually agree to extend the term of theprocess loan ~~to five years.~~ applications.

The Bank ~~has~~ actively participated in assisting its customers with ~~applications for resources through~~PPP funding during all phases of the program. The vast majority of the Bank’s PPP loans made in 2020 have two-year maturities, while the loans made in 2021 have five-year maturities. Loans under the program earn interest at a fixed rate of 1 percent. As of June 30, 2021, the Bank had over 3,200 PPP loans representing $415.8 million, which is net of $12.3 million of deferred processing fee income and costs. The weighted-average deferred processing fee on PPP loans was approximately 3.99 percent and ~~primarily have a two-year term.~~is recognized over the term of the loan. As of June 30, 2021, $595.7 million of the Bank’s PPP loans had been forgiven by the SBA. The Bank anticipates that the majority of ~~these~~its remaining PPP loans will ~~ultimately~~also be forgiven ~~in whole or in part,~~ by the SBA in accordance with the terms of the program. Under the terms of the PPP, the loans are fully guaranteed by the U.S. government. As of June 30, 2020, the Bank had funded over 5,000 PPP loans representing $882.9 million, which is net of deferred processing fees and costs of $24.6 million. The weighted-average deferred processing fee on PPP loans was approximately 3.28 percent and is recognized over the term of the loan. If a loan is forgiven by the SBA or paid off by the borrower prior to maturity, any unamortized portion of the fee will be recognized immediately. During the ~~second quarter of 2020,~~three and six months ended June 30, 2021, the Corporation recognized ~~$2.7~~interest income on PPP loans of $1.6 million inand $3.2 million, respectively, compared to $1.8 million for both the three and six months ended June 30, 2020. Additionally, PPP loan related deferred processing ~~fees (net~~fee income of ~~amortization of related~~$8.2 million and $15.7 million was recorded during the three and six month ended June 30, 2021, respectively, compared to $2.9 million for both the three and six months ended June 30, 2020. PPP deferred ~~origination costs)~~processing fee income is recorded as a yield ~~adjustment and this amount is included in interest income on loans.~~adjustment.

~~Main Street Business Lending Program~~

On April 9, 2020, the Federal Reserve announced its proposed Main Street emergency lending initiative as an additional measure to provide much-needed financial support to small and mid-sized businesses adversely impacted by the COVID-19 pandemic. The Main Street programs are intended to provide credit flows to financial institutions so that they can provide loans to eligible small and mid-sized businesses. The funds available through the Main Street programs amount to $600 billion. Under this initiative, which was modified and supplemented by the Federal Reserve on April 30, 2020, three loan facilities have been established: (i) the Main Street New Loan Facility (the “MSNLF), (ii) the Main Street Priority Loan Facility (the “MSPLF”); and (iii) the Main Street Expanded Loan Facility (the “MSELF”), each of which was authorized by the Federal Reserve under Section 13(3) of the Federal Reserve Act. All three facilities use the same eligible lender and eligible borrower criteria, and have many of the same features, including the same maturity, interest rate, deferral of principal and interest for one year, and ability of the borrower to prepay without penalty. As required by the CARES Act, Main Street loans are full-recourse to the borrower and are not forgivable. The loan types differ in amounts and other terms, including in how they interact with the eligible borrower’s existing outstanding debt. The proposed minimum loan amounts under the MSNLF and the MSPLF have been set at $250,000. The minimum loan amount under the MSELF has been set at $10 million. The maximum loan amount under all three programs is dependent upon the borrower's financial position. The Bank may participate in some or all of these programs.

~~Paycheck Protection Program Liquidity Facility~~

To provide liquidity to small business lenders and the broader credit markets, to help stabilize the financial system, and to provide economic relief to small businesses nationwide, the Federal Reserve authorized each of the Federal Reserve Banks to participate in the Paycheck Protection Program Liquidity Facility (the “PPPL Facility”), pursuant to the Federal Reserve Act. Under the PPPL Facility, each of the Federal Reserve Banks will extend non-recourse loans to eligible financial institutions such as the Bank to fund loans guaranteed by the SBA under the PPP. The Bank has until September 30, 2020 to access funds under the PPPL Facility, unless otherwise extended by the Federal Reserve and the Department of the Treasury. The Bank borrowed from the PPPL Facility to supplement liquidity to fund the PPP loans and as of June 30, 2020 the outstanding balance of such borrowings was $166.9 million. Details of the borrowings from the PPPL Facility are included in the "LIQUIDITY" section of this Management's Discussion and Analysis of Financial Condition and Results of Operations.

~~Table of Contents~~

~~PART I: FINANCIAL INFORMATION~~

~~ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS~~

Loan Modifications and Troubled Debt Restructures

~~On March 22, 2020, a statement was issued by~~As previously reported, the Bank's banking regulators and titled the “Interagency Statement on Loan Modifications and Reporting for Financial Institutions Working with Customers Affected by the Coronavirus” (the "Interagency Statement") that encouragesissued guidance in March 2020 encouraging financial institutions to work prudently with borrowers who are or may be unable to meet their contractual payment obligations due to the effects of COVID-19. Additionally, Section 4013 of the CARES Act had further ~~provides~~provided that a qualified loan modification is exempt by law from classification as a ~~TDR~~troubled debt restructure as defined by GAAP, from the period beginning March 1, 2020 until the earlier of December 31, 2020 or the date that is 60 days after the date on which the national emergency concerning the COVID-19 outbreak under the National Emergencies Act (50 U.S.C. 1601 et seq.) terminates. The Interagency Statement was subsequently revised on April 7, 2020 to clarify the interaction of the original guidance with Section 4013 of the CARES Act, as well as setting forth the banking regulators’ views on consumer protection considerations. In accordance with ~~such~~that guidance, the Bank ~~is offering~~has offered short-term modifications made in response to COVID-19 to borrowers who ~~are~~were current and otherwise not past due. These ~~include~~included short-term, 180 days or less, modifications in the form of payment deferrals, fee waivers, extensions of repayment terms, or other delays in payment that are insignificant. ~~During~~With the ~~six months ended~~enactment of the Economic Aid to Hard-Hit Small Businesses, Nonprofits, and Venues Act, which was signed into law as part of the Consolidated Appropriations Act, 2021 (the “CAA”), the CARES Act was amended to, among other things, extend the expiration date for COVID-related loan modifications exempt from troubled debt restructuring classification until the earlier of January 1, 2022, or 60 days after the termination of the national emergency. As of June 30, ~~2020, modifications were completed on loans having a total aggregate balance of approximately $1.1 billion, or 12.1 percent of the~~2021, $40.3 million in loan ~~portfolio.~~balances remained in deferral. Details of the modifications are included in the "LOAN ~~QUALITY/PROVISION FOR LOAN LOSSES"~~QUALITY" section of this Management's Discussion and Analysis of Financial Condition and Results of Operations.

~~Optional Delay~~

Table of Contents

PART I: FINANCIAL INFORMATION

ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

CECL Implementation

Accounting Standards Update No. 2016-13, Financial Instruments - Credit Losses (Topic 326): Measurement of Credit losses on Financial Instruments ("CECL") had an original adoption date of January 1, 2020, which included a day 1 measurement date of January 1, 2020. Pursuant to the CARES Act, which created an optional deferral of the CECL adoption date, and the related joint statement of federal banking regulators (which also became effective ~~as of~~in March ~~27,~~ 2020), and consistent with guidance from the SEC and FASB, the Corporation ~~has~~ elected to delay implementation of ~~Accounting Standards Update (“ASU”)~~ASU No. 2016-13, ~~Financial Instruments - Credit Losses (Topic 326)~~,the optional deferral of which ~~would have become effective for~~was set to expire on December 31, 2020. However, the CAA amended the CARES Act by extending the temporary relief from CECL compliance to the earlier of the first day of the fiscal year that begins after the date on which the national emergency concerning COVID-19 terminates, or January 1, 2022. The Corporation elected to delay implementation of CECL following the approval of the CARES Act and, with the enactment of the CAA, the Corporation aselected to delay adoption of CECL to January 1, ~~2020.~~2021. As discussed in NOTE 1. GENERAL of the Notes to Consolidated Condensed Financial Statements of this Quarterly Report on Form 10-Q, ASU 2016-13, provides for the replacement of the incurred loss model for recording the allowance for loan losses with CECL. However, as a result of the Corporation’s election, its ~~first and second quarter~~ 2020 financial statements have been prepared under the ~~existing~~ incurred loss model. The temporary relief applicable to the Corporation’s compliance with CECL ends on the earlier of: (1) the termination date of the national emergency concerning the COVID-19 outbreak, declared by the President of the United States on March 13, 2020,model and its 2021 financial statements have been prepared under the ~~National Emergencies Act; or (2) December 31, 2020.~~CECL model.

Regulatory Capital

~~CECL Model~~. As part of ~~the~~a March 27, 2020 joint statement of federal banking regulators, ~~discussed above,~~ an interim final rule that ~~allows~~allowed banking organizations to mitigate the effects of the CECL accounting standard on their regulatory capital was ~~also~~ announced. Banking organizations ~~that are required under GAAP to adopt CECL during 2020 can~~could elect to mitigate the estimated cumulative regulatory capital effects of CECL for up to two years. This two-year delay iswas to be in addition to the three-year transition period that federal banking regulators had already made available. While the CAA provided for a further extension of the mandatory adoption of CECL to the earlier of the first day of the fiscal year that begins after the date on which the national emergency concerning COVID-19 terminates, or January 1, 2022, the federal banking regulators have elected to not provide a similar extension to the two year mitigation period applicable to regulatory capital effects. Instead, the federal banking regulators require that, in order to utilize the additional two-year delay, banking organizations must have adopted the CECL standard no later than December 31, 2020, as required by the CARES Act.

As discussed above, the Corporation ~~has~~ elected to delay implementation of ASU No. 2016-13 until January 1, 2021 and, as ~~described above, it expects to take advantage of~~a result, will recognize the ~~additional time permitted by this interim final rule, which will largely delay the~~implementation effects of CECL on its regulatory capital ~~through December 31, 2021.~~over a three-year transition period. Beginning on January 1, ~~2022,~~2021, the Corporation ~~will be required to phase~~phased in 25 percent of the ~~previously~~ deferred ~~estimated~~ capital impact of CECL, with an additional 25 percent to be phased in at the beginning of ~~each subsequent year until~~the following three years, resulting in the impact being fully phased in byon January 1, 2025. Under the interim final rule, the amount of adjustments to regulatory capital that can be deferred until the phase-in period includes both the initial impact of our adoption of CECL, and 25 percent of subsequent changes in our allowance for credit losses during each quarter following implementation of CECL until December 31, 2021.2024.

~~PPP Loans and PPPL Facility.~~ On April 9, 2020, federal banking regulators issued an interim final rule to modify the Basel III regulatory capital rules applicable to banking organizations to allow those organizations participating in the PPP to neutralize the regulatory capital effects of participating in the program. The interim final rule, which became effective on April 13, 2020, clarifies that PPP loans receive a zero percent risk weight for purposes of determining risk-weighted assets and the CET1, Tier 1 and Total Risk-Based capital ratios. At June 30, 2020, risk-weighted assets included $882.9 million of PPP loans at a zero risk weight. Additionally, in order to facilitate use of the PPPL Facility, the agencies have clarified that banking organizations, including the Corporation and the Bank, are permitted to assign a zero percent risk weight to PPP loans pledged to the PPPL Facility for purposes of determining risk-weighted assets and risk-based capital ratios, and to exclude such pledged PPP loans from total average assets for purposes of determining the leverage ratio. At June 30, 2020, approximately $138.4 million of average PPP loans pledged to the PPPL Facility were excluded from total assets for the leverage ratio.

RESULTS OF OPERATIONS

~~Executive Summary~~

The Corporation reported second quarter ~~2020~~2021 net income of ~~$33.0~~$55.6 million, compared to ~~$41.1~~$33.0 million during the second quarter of ~~2019.~~2020. Diluted earnings per share for the second quarter 2021 totaled ~~$0.62~~$1.03 per share, compared to ~~$0.83~~$0.62 per diluted share during the same period in ~~2019.~~2020. Year-to-date net income totaled ~~$67.3~~$105.0 million, compared to ~~$79.9~~$67.3 million during the same period ~~of 2019.~~in 2020. Diluted earnings per share for the six months ended June 30, ~~2020~~2021 was ~~$1.24~~$1.94 per share, compared to ~~$1.61~~$1.24 per share during the same period in ~~2019.~~2020.

~~Table of Contents~~

~~PART I: FINANCIAL INFORMATION~~

~~ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS~~

As of June 30, ~~2020,~~2021, total assets equaled ~~$13.8~~$14.9 billion, an increase of ~~$1.4 billion,~~$855.9 million, or ~~10.9~~6.1 percent, from December 31, ~~2019.~~ 2020. A portion of the excess liquidity created from deposit growth resulted in an increase in the Corporation's investment in interest-bearing deposits of $46.6 million compared to December 31, 2020. This increase was offset by a decrease in cash and cash equivalents when compared to December 31, 2020 of $25.3 million.

The Corporation's total loan portfolio ~~increased $831.1~~decreased $107.3 million ~~or 9.8 percent~~ from December 31, ~~2019. The Corporation originated approximately $882.9 million~~2020. As of June 30, 2021, PPP loans, which ~~were primarily~~are included in the commercial and industrial loans class, totaled $415.8 million, a decrease of $251.3 million from the December 31, 2020 balance of $667.1 million. Other loan ~~class.~~classes that experienced the largest decreases from December 31, 2020 were residential real estate and agricultural land, production and other loans to farmers. The largest loan ~~segments~~classes that experienced ~~a decrease~~an increase from December 31, 2020 were ~~construction~~public finance and other commercial loans and commercial real estate, ~~and home equity loans.~~non-owner occupied. Additional details of the changes in the Corporation's loans ~~and other earning assets~~ are discussed within NOTE 4. LOANS AND ALLOWANCE of the Notes to Consolidated Condensed Financial Statements of this Quarterly Report on Form 10-Q, and the ~~"EARNING ASSETS"~~"LOAN QUALITY AND PROVISION FOR CREDIT LOSSES ON LOANS" section of this Management's Discussion and Analysis of Financial Condition and Results of Operations.

~~Interest-bearing time deposits~~Total investment securities increased ~~$261.8 million~~$1.0 billion from December 31, ~~2019 due to excess liquidity from deposit growth and an increase in wholesale funding. Additionally, total investment securities increased $193.3 million from December 31, 2019~~2020 as ~~a portion of~~ the excess liquidity from deposit growth ~~and additional wholesale funding~~ was used to invest in the bond portfolio. ~~Also contributing to~~Additional details of the ~~increase~~changes in the Corporation's investment securities ~~was a $46.7 million increase in net unrealized gains~~portfolio are discussed within NOTE 3. INVESTMENT SECURITIES of the Notes to Consolidated Condensed Financial Statements of this Quarterly Report on the available for sale portfolio. The net increase in unrealized gains from December 31, 2019 to June 30, 2020 is primarily due to interest rate declines in 2020 as the longer term points on the yield curve have declined since year-end, which increases the fair value of securities in the portfolio.Form 10-Q.

The Corporation’s allowance for ~~loan~~credit losses - loans totaled ~~$121.1~~$199.8 million as of June 30, ~~2020~~2021 and equaled ~~1.30~~2.19 percent of total loans. The ~~Corporation's~~Corporation adopted the current expected credit losses ("CECL") model for calculating the allowance for credit losses on January 1, 2021. CECL

replaces the previous "incurred loss" model for measuring credit losses, which encompassed allowances for current known and inherent losses within the portfolio, with an "expected loss" model for measuring credit losses, which encompasses allowances for losses expected to be incurred over the life of the portfolio. The new CECL model requires the measurement of all expected credit losses for financial assets measured at amortized cost and certain off-balance sheet credit exposures based on historical experiences, current conditions, and reasonable and supportable forecasts. CECL also requires enhanced disclosures related to the significant estimates and judgments used in estimating credit losses, as well as credit quality and underwriting standards of an organization's portfolio. The impact of the adoption was an increase to the Allowance for Credit Losses - Loans of $74.1 million. Additional details of the Allowance methodology are discussed within NOTE 4. LOANS AND ALLOWANCE of the Notes to Consolidated Condensed Financial Statements of this Quarterly Report on Form 10-Q.

Table of Contents

PART I: FINANCIAL INFORMATION

ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

The Corporation did not recognize any provision expense ~~and net charge-offs for~~during the three and six months ended June 30, ~~2020 were $21.9 million and $230,000, respectively,~~2021, compared to provision expense of $21.9 million and ~~net charge-offs of $500,000 and $128,000,~~$41.6 million, respectively, during the same ~~period~~periods of ~~2019. For~~ the prior year. The provision expense taken during the three and six months ended June 30, 2020 reflected the Corporation's provision expense and net charge-offs were $41.6 million and $812,000, respectively, compared to provision expense and net charge-offs of $1.7 million and $978,000 during the same period in 2019. The increase in the allowance for loan losses and provision expense primarily reflects our view of increased credit risk related to the COVID-19 pandemic.

Net charge-offs in the second quarter of 2021 were $1.3 million, compared to net charge-offs of $230,000 during the same period of 2020. Net charge-offs in the six months ended June 30, 2021 were $4.9 million, compared to net charge-offs of $812,000 during the same period of 2020. Non-accrual loans totaled ~~$50.1~~$57.6 million, ~~an increase~~a decrease of ~~$34.2~~$3.9 million from December 31, ~~2019. The increase is primarily due to three customer relationships moving to non-accrual~~2020, resulting in ~~the second quarter that total $31.4 million, two~~a coverage ratio of ~~which were in the senior living space and one in the university logo apparel industry. Details~~347.1 percent. Additional details of the ~~Allowance for Loan Losses and non-performing loans~~Corporation's credit quality are discussed within the “LOAN ~~QUALITY/~~QUALITY AND PROVISION FOR ~~LOAN LOSSES”~~CREDIT LOSSES ON LOANS” section of this Management’s Discussion and Analysis of Financial Condition and Results of Operations.

The Corporation's net tax asset, deferred and receivable increased $24.6 million from December 31, 2020. As a result of the CECL adoption on January 1, 2021, the cumulative effect of adoption resulted in a deferred tax asset of $22.0 million. Additionally, the decrease in unrealized gains on available for sale investment securities resulted in a $4.0 million decline in the deferred tax liability. Both, the increase in deferred tax asset from CECL adoption and the decrease in deferred tax liability related to unrealized gains on available for sale investment securities, increase the net deferred tax asset.

The Corporation previously announced a banking delivery transformation strategy, which included the consolidation of seventeen banking centers across its footprint by April 30, 2021. As those consolidations finalized in the second quarter of 2021, the fair value of the closed banking centers of $4.5 million was moved from premises and equipment to assets held for sale (recorded in other assets) while they are marketed for sale.

The Corporation's other assets ~~increased $56.3~~decreased $10.3 million from December 31, ~~2019.~~2020. The Corporation's derivative asset (recorded in other assets) and derivative liability (recorded in other liabilities) related to interest rate contracts ~~increased $56.8~~decreased $22.5 million and ~~$57.9~~$23.0 million, respectively, from December 31, ~~2019.~~2020. The ~~increases~~decreases in valuations are ~~primarily~~ due to ~~a $125.2 million increase in the related outstanding notional balance. Additionally,~~higher yield curve rates ~~used for valuation purposes were lower at each~~across the entire term point ~~as of June 30, 2020 compared to December 31, 2019. This was primarily~~spectrum. The higher interest rates are the result of ~~investors seeking the safety of U.S. Treasuries~~more directional certainty as ~~containment efforts related~~ to the ~~COVID-19 outbreak began to significantly reduce economic activity.~~outcome of COVID, fiscal stimulus and the demand for goods and services from it.

As of June 30, ~~2020,~~2021, total deposits equaled ~~$11.0~~$12.2 billion, an increase of ~~$1.1 billion~~$841.8 million from December 31, ~~2019.~~2020. The Corporation experienced increases from December 31, ~~2019~~2020 in demand and savings accounts of ~~$1.0 billion~~$440.5 million and ~~$382.0~~$495.8 million, respectively. A portion of the increase is due to PPP loans that have remained on deposit, in addition to consumer Economic Impact Payments from the IRS that have also remained on deposit. Offsetting these increases were decreases in certificates of deposit and brokered deposits of ~~$202.0~~$77.0 million and ~~$91.7~~$17.5 million, respectively, from December 31, ~~2019.~~2020. The low interest rate environment has resulted in customers moving funds from maturing time deposit products into non-maturity products due to similar rates offered for both products.

Total borrowings ~~increased $134.5~~decreased $85.3 million as of June 30, ~~2020,~~2021, compared to December 31, ~~2019. The Bank borrowed from the PPPL Facility to supplement liquidity to fund the PPP loans. The outstanding balance of the PPPL Facility borrowings at June 30, 2020 was $166.9 million. Additionally,~~2020. Federal Home Loan Bank advances ~~increased $49.7~~decreased $55.2 million compared to December 31, ~~2019. Offsetting this increase,~~2020 as the Corporation ~~redeemed $20.0 million of subordinated debentures. Of the redemptions, $10.0 million was for a partial redemption of debentures held~~utilized excess liquidity from deposit growth to pay off maturing advances. Additionally, securities sold under repurchase agreements decreased by First Merchants Capital Trust II (“FMC Trust”) and the remaining $10.0 million was for a complete redemption of debentures held by Grabill Capital Trust I ("Grabill Trust"). Both FMC Trust and Grabill Trust used the proceeds from the redemptions to concurrently redeem like amounts of their capital (preferred) securities, each with an aggregate principal redemption price of $10.0$30.2 million. The common securities of FMC Trust are, and the common securities of Grabill Trust were, held by the Corporation (recorded in other assets). Subsequent to the redemption of its capital securities, Grabill Trust was dissolved.

The Corporation's other liabilities as of June 30, ~~2020~~2021 increased ~~$80.1~~$103.6 million compared to December 31, ~~2019. The~~2020. As part of the CECL adoption on January 1, 2021, the Corporation ~~postponed~~recorded a $20.5 million allowance for credit losses on off-balance sheet credit exposures as a liability account representing expected credit losses over the ~~first two estimated corporate income tax payments in 2020 as allowed by~~contractual period for which the ~~IRS, which resulted in an increase in the accrued federal income tax liability by $17.4 million when compared~~Corporation is exposed to ~~December 31, 2019.~~credit risk resulting from a contractual obligation to extend credit. The Corporation also accrued ~~$13.1~~$110.7 million of trade date accounting related to investment securities purchases as of June 30, ~~2020,~~2021, of which, ~~there~~the accrual was ~~no accrual at~~$6.2 million as of December 31, ~~2019.~~2020. Additionally, as noted above, the derivative hedge liability ~~increased $57.9~~decreased $23.0 million from December 31, ~~2019.~~2020.

The Corporation ~~was able~~continued to maintain all regulatory capital ratios in excess of the regulatory definition of “well-capitalized.” Details of the Stock Repurchase Program and regulatory capital ratios are discussed within the “CAPITAL” section of this Management’s Discussion and Analysis of Financial Condition and Results of Operations.

Table of Contents

PART I: FINANCIAL INFORMATION

ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

NET INTEREST INCOME

Net interest income is the most significant component of our earnings, comprising 7779 percent of revenues for the six months ended June 30, ~~2020.~~2021. Net interest income and margin are influenced by many factors, primarily the volume and mix of earning assets, funding sources, and interest rate fluctuations. Other factors include the level of accretion income on purchased loans, prepayment risk on mortgage and investment-related assets, and the composition and maturity of earning assets and interest-bearing liabilities. Loans typically generate more interest income than investment securities with similar maturities. Funding from customer deposits generally ~~costs~~cost less than wholesale funding sources. Factors such as general economic activity, Federal Reserve Board monetary policy, and price volatility of competing alternative investments, can also exert significant influence on our ability to optimize the mix of assets and funding and the net interest income and margin.

Net interest income is the excess of interest received from earning assets over interest paid on interest-bearing liabilities. For analytical purposes, net interest income is also presented on an FTE basis in the tables that follow to reflect what tax-exempt assets would need to yield in order to achieve the same after-tax yield as a taxable asset. The federal statutory rate of 21 percent was used for all periods, adjusted for the TEFRA interest disallowance applicable to certain tax-exempt obligations. The FTE analysis portrays the income tax benefits associated with tax-exempt assets and helps to facilitate a comparison between taxable and tax-exempt assets. Management believes that it is a standard practice in the banking industry to present net interest margin and net interest income on a fully taxable equivalent basis. Therefore, management believes these measures provide useful information for both management and investors by allowing them to make peer comparisons.

~~For the~~Net interest margin, on a tax equivalent basis, increased 3 basis points to 3.22 percent for three ~~and six~~ months ended June 30, ~~2020,~~2021 compared to 3.19 percent for the ~~increase~~same period in 2020. Average earning assets ~~from~~for the three months ended June 30, 2021 increased $1.4 billion compared to the same ~~periods~~period in ~~2019~~2020, and was primarily attributable to ~~the September 2019 MBT acquisition,~~ an increase in investment securities and loans ~~as a result~~ of ~~$882.9~~$1.1 billion and $101.9 million, respectively. Since the beginning of the PPP in April 2020, the Bank has originated over $1.2 billion of PPP loans, ~~and~~which averaged $620.5 million in the second quarter of 2021. The increase in the investment securities portfolio was the result of excess liquidity generated from growth in deposits ~~and wholesale funding that was~~being used to invest in the ~~securities~~bond portfolio. Details regarding the MBT acquisition and changes in earning assets are discussed in NOTE 2. ACQUISITION of the Notes to Consolidated Condensed Financial Statements of this Quarterly Report on Form 10-Q and the "EARNING ASSETS" section of this Management's Discussion and Analysis of Financial Condition and Results of Operations.

In the second quarter of ~~2020,~~2021, FTE asset yields decreased ~~114~~23 basis points ~~FTE~~ compared to the same period in ~~2019.~~2020. This decrease was primarily a result of the decline in the Investment Portfolio yield of 31 basis points compared to the same period in 2020. The PPP loans originated were recorded at an interest rate of only 1 percent, but the Corporation also recognized fee income of $8.2 million during the second quarter of 2021, which is included in interest income.

The Corporation recognized fair value accretion income on purchased loans, which is included in interest income, of $2.5 million, which accounted for 7 basis points of net interest margin in the second quarter of 2021. Comparatively, the Corporation recognized $3.7 million of accretion income for the second quarter of 2020, or 12 basis points of net interest margin.

Interest costs decreased 33 basis points, which mitigated the decrease in asset yields and resulted in a 10 basis point FTE increase in net interest spread as compared to the same period in 2020. Interest costs have decreased as management aggressively moved deposit rates down. Interest-bearing deposits and borrowing costs for the three months ended June 30, 2021 were 0.24 percent and 1.98 percent, respectively, compared to 0.59 percent and 1.55 percent, respectively, during the same period in 2020.

Net interest margin, on a tax equivalent basis, decreased 9 basis points to 3.23 percent for six months ended June 30, 2021 compared to 3.32 percent for the same period in 2020. Average earning assets for the six months ended June 30, 2021 increased $1.6 billion compared to the same period in 2020, and was primarily attributable to an increase in investment securities and loans of $922.1 million and $406.0 million, respectively. PPP loans averaged $638.6 million in 2021. The increase in the investment securities portfolio was the result of excess liquidity generated from growth in deposits being used to invest in the bond portfolio.

In the six months ended June 30, 2021, FTE asset yields decreased 53 basis points compared to the same period in 2020. This decrease was primarily a result of the FOMC's interest rate decreases of 50 basis points on March 3, 2020 and 100 basis points on March 16, 2020 at the Committee's special meetings related to COVID-19, and the decline in one-month LIBOR from ~~99 basis points as of March 31,~~June 30, 2020 to ~~16 basis points on~~ June 30, ~~2020. Moreover, the addition~~2021 of ~~$883 million of PPP loans negatively impacted margin by~~ 6 basis points. ~~Interest costs~~Additionally, the yield of the Investment Portfolio decreased 7632 basis points ~~contributing to a 38 basis point FTE decrease in net interest spread as~~ compared to the same period in 2019. Interest costs have decreased as management aggressively moved deposit rates down, coupled with a decline in wholesale funding rates. Interest-bearing deposit and borrowing costs decreased from 1.322020. The PPP loans originated were recorded at an interest rate of only 1 percent, ~~and 2.79 percent, respectively,~~but the Corporation also recognized fee income of $15.7 million during the ~~three~~six months ended June 30, ~~2019, to 0.59 percent and 1.55 percent, respectively, during the same period~~2021, which is included in ~~2020. Net~~ interest ~~margin, on a tax equivalent basis, decreased to 3.19 percent for the second quarter of 2020 compared to 3.71 percent during the same period in 2019.~~income.

The Corporation recognized fair value accretion income on purchased loans, which is included in interest income, of ~~$3.7~~$4.3 million, which accounted for 127 basis points of net interest margin in the ~~second quarter of 2020.~~six months ended June 30, 2021. Comparatively, the Corporation recognized ~~$2.2~~$7.2 million of accretion income for ~~the second quarter of 2019, or 9 basis points of net interest margin.~~

In the six months ended June 30, 2020, ~~asset yields decreased 84~~or 12 basis points ~~FTE compared to the same period in 2019. This decrease was primarily a result~~ of ~~the FOMC's~~net interest rate decreases of 50 basis points on March 3, 2020 and 100 basis points on March 16, 2020 at the Committee's special meetings related to COVID-19 and the decline in one-month LIBOR from 240 basis points as of June 30, 2019 to 16 basis points on June 30, 2020. margin.

Interest costs decreased 4855 basis points, ~~contributing to~~which mitigated the decrease in asset yields and resulted in a 362 basis point FTE ~~decrease~~increase in net interest spread as compared to the same period in ~~2019.~~2020. Interest costs have decreased as management aggressively moved deposit rates down ~~coupled with a decline in~~as wholesale funding ~~rates.~~rates declined. Interest-bearing ~~deposit~~deposits and borrowing costs ~~decreased from 1.26 percent and 2.76 percent, respectively, during~~for the six months ended June 30, ~~2019 to~~2021 of 0.25 percent and 1.93 percent, respectively, decreased from 0.82 percent and 1.86 percent, respectively, during the same period in 2020. ~~Net interest margin, on a tax equivalent basis, decreased to 3.32 percent for the six months ended June 30, 2020 compared to 3.78 percent during the same period in 2019.~~

The Corporation recognized fair value accretion income on purchased loans, which is included in interest income, of $7.2 million, which accounted for 12 basis points of net interest margin for the six months ended June 30, 2020. Comparatively, the Corporation recognized $4.5 million of accretion income for the six months ended June 30, 2019, or 10 basis points of net interest margin.

Table of Contents

PART I: FINANCIAL INFORMATION

ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

The following tables presents the Corporation’s average balance sheet, interest income/interest expense, and the average rate as a percent of average earning assets/liabilities for the three months ended June 30, ~~2020,~~2021, and ~~2019.~~

2020.

(Dollars in Thousands) Three Months Ended
June 30, 2020 June 30, 2019
Average Balance Interest
Income /
Expense Average
Rate Average Balance Interest
Income /
Expense Average
Rate
Assets:
Interest-bearing time deposits $ 378,489

$ 134

0.14 %
$ 144,626

$ 784

2.17 %
Federal Home Loan Bank stock 28,736

281

3.91

24,588

335

5.45
Investment Securities: ⁽¹⁾

Taxable 1,282,080

6,147

1.92

1,054,068

6,998

2.66
Tax-Exempt ⁽²⁾
1,317,527

12,682

3.85

910,295

9,435

4.15
Total Investment Securities 2,599,607

18,829

2.90

1,964,363

16,433

3.35
Loans held for sale 12,630

131

4.15

11,430

127

4.44
Loans: ⁽³⁾

Commercial 6,890,010

69,463

4.03

5,419,169

74,638

5.51
Real Estate Mortgage 887,257

10,122

4.56

766,528

8,686

4.53
Installment 724,165

7,596

4.20

677,133

9,373

5.54
Tax-Exempt ⁽²⁾
666,548

6,784

4.07

511,055

5,372

4.20
Total Loans 9,180,610

94,096

4.10

7,385,315

98,196

5.32
Total Earning Assets 12,187,442

113,340

3.72 %
9,518,892

115,748

4.86 %
Net unrealized gain (loss) on securities available for sale 56,807

12,841

Allowance for loan losses (106,858 )

(81,691 )

Cash and cash equivalents 303,491

130,987

Premises and equipment 113,528

91,563

Other assets 1,100,912

827,356

Total Assets $ 13,655,322

$ 10,499,948

Liabilities:

Interest-bearing deposits:

Interest-bearing deposits $ 3,951,819

$ 4,186

0.42 %
$ 2,935,925

$ 8,541

1.16 %
Money market deposits 1,673,104

1,696

0.41

1,220,020

3,509

1.15
Savings deposits 1,521,312

596

0.16

1,164,901

2,525

0.87
Certificates and other time deposits 1,498,002

6,229

1.66

1,652,203

8,512

2.06
Total Interest-bearing Deposits 8,644,237

12,707

0.59

6,973,049

23,087

1.32
Borrowings 909,258

3,527

1.55

613,446

4,274

2.79
Total Interest-bearing Liabilities 9,553,495

16,234

0.68

7,586,495

27,361

1.44
Noninterest-bearing deposits 2,145,672

1,348,410

Other liabilities 160,646

85,789

Total Liabilities 11,859,813

9,020,694

Stockholders' Equity 1,795,509

1,479,254

Total Liabilities and Stockholders' Equity $ 13,655,322

16,234

$ 10,499,948

27,361

Net Interest Income (FTE)

$ 97,106

$ 88,387

Net Interest Spread (FTE) ⁽⁴⁾

3.04 %

3.42 %

Net Interest Margin (FTE):

Interest Income (FTE) / Average Earning Assets

3.72 %

4.86 %
Interest Expense / Average Earning Assets

0.53 %

1.15 %
Net Interest Margin (FTE) ⁽⁵⁾

3.19 %

3.71 %

⁽¹⁾Average balance of securities is computed based on the average of the historical amortized cost balances without the effects of the fair value adjustments. Annualized amounts are computed utilizing a 30/360 day basis.
⁽²⁾Tax-exempt securities and loans are presented on a fully taxable equivalent basis, using a marginal tax rate of 21 percent for 2020 and 2019. These totals equal $4,088 and $3,109 for the three months ended June 30, 2020 and 2019, respectively.
⁽³⁾Non-accruing loans have been included in the average balances.

⁽⁴⁾Net Interest Spread (FTE) is interest income expressed as a percentage of average earning assets minus interest expense expressed as a percentage of average interest-bearing liabilities.
⁽⁵⁾ Net Interest Margin (FTE) is interest income expressed as a percentage of average earning assets minus interest expense expressed as a percentage of average earning assets.


(Dollars in Thousands)	Three Months Ended
	June 30, 2021						June 30, 2020
	Average Balance		Interest Income / Expense		Average Rate		Average Balance		Interest Income / Expense		Average Rate
Assets:

Interest-bearing deposits	$	545,752	$	129	0.09	%	$	378,489	$	134	0.14	%
Federal Home Loan Bank stock	28,736		88		1.22		28,736		281		3.91
Investment Securities: (1)
Taxable	1,732,367		7,440		1.72		1,282,080		6,147		1.92
Tax-Exempt (2)	1,969,577		16,546		3.36		1,317,527		12,682		3.85
Total Investment Securities	3,701,944		23,986		2.59		2,599,607		18,829		2.90
Loans held for sale	25,039		237		3.79		12,630		131		4.15
Loans: (3)
Commercial	6,953,227		70,886		4.08		6,890,010		69,463		4.03
Real Estate Mortgage	912,662		9,488		4.16		887,257		10,122		4.56
Installment	659,515		6,391		3.88		724,165		7,596		4.20
Tax-Exempt (2)	732,081		7,019		3.84		666,548		6,784		4.07
Total Loans	9,282,524		94,021		4.05		9,180,610		94,096		4.10
Total Earning Assets	13,558,956		118,224		3.49	%	12,187,442		113,340		3.72	%
Net unrealized gain on securities available for sale	44,250						56,807
Allowance for credit losses	(201,051)						(106,858)
Cash and cash equivalents	171,489						303,491
Premises and equipment	107,369						113,528
Other assets	1,077,584						1,100,912
Total Assets	$	14,758,597					$	13,655,322
Liabilities:
Interest-bearing deposits:
Interest-bearing deposits	$	4,745,181	$	3,560	0.30	%	$	3,951,819	$	4,186	0.42	%
Money market deposits	2,337,143		796		0.14		1,673,104		1,696		0.41
Savings deposits	1,740,233		462		0.11		1,521,312		596		0.16
Certificates and other time deposits	812,370		1,005		0.49		1,498,002		6,229		1.66
Total Interest-bearing Deposits	9,634,927		5,823		0.24		8,644,237		12,707		0.59
Borrowings	644,702		3,188		1.98		909,258		3,527		1.55
Total Interest-bearing Liabilities	10,279,629		9,011		0.35		9,553,495		16,234		0.68
Noninterest-bearing deposits	2,490,226						2,145,672
Other liabilities	142,705						160,646
Total Liabilities	12,912,560						11,859,813
Stockholders' Equity	1,846,037						1,795,509
Total Liabilities and Stockholders' Equity	$	14,758,597	9,011				$	13,655,322	16,234
Net Interest Income (FTE)			$	109,213					$	97,106
Net Interest Spread (FTE) (4)					3.14	%					3.04	%

Net Interest Margin (FTE):
Interest Income (FTE) / Average Earning Assets					3.49	%					3.72	%
Interest Expense / Average Earning Assets					0.27	%					0.53	%
Net Interest Margin (FTE) (5)					3.22	%					3.19	%

(1) Average balance of securities is computed based on the average of the historical amortized cost balances without the effects of the fair value adjustments. Annualized amounts are computed utilizing a 30/360 day basis.
(2) Tax-exempt securities and loans are presented on a fully taxable equivalent basis, using a marginal tax rate of 21 percent for 2021 and 2020. These totals equal $4,949 and $4,088 for the three months ended June 30, 2021 and 2020, respectively.
(3) Non-accruing loans have been included in the average balances.
(4) Net Interest Spread (FTE) is interest income expressed as a percentage of average earning assets minus interest expense expressed as a percentage of average interest-bearing liabilities.
(5) Net Interest Margin (FTE) is interest income expressed as a percentage of average earning assets minus interest expense expressed as a percentage of average earning assets.

Table of Contents

PART I: FINANCIAL INFORMATION

ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS



(Dollars in Thousands)	Six Months Ended
	June 30, 2021						June 30, 2020
	Average Balance		Interest Income / Expense		Average Rate		Average Balance		Interest Income / Expense		Average Rate
Assets:

Interest-bearing deposits	$	493,791	$	243	0.10	%	$	269,174	$	709	0.53	%
Federal Home Loan Bank stock	28,736		266		1.85		28,736		580		4.04
Investment Securities: (1)
Taxable	1,613,847		14,135		1.75		1,325,313		13,778		2.08
Tax-Exempt (2)	1,896,643		32,223		3.40		1,263,122		24,499		3.88
Total Investment Securities	3,510,490		46,358		2.64		2,588,435		38,277		2.96
Loans held for sale	20,572		393		3.82		14,924		324		4.34
Loans: (3)
Commercial	6,915,234		140,060		4.05		6,562,673		146,415		4.46
Real Estate Mortgage	943,830		18,774		3.98		878,956		20,524		4.67
Installment	666,870		12,880		3.86		741,889		16,701		4.50
Tax-Exempt (2)	713,094		13,777		3.86		655,149		13,511		4.12
Total Loans	9,259,600		185,884		4.01		8,853,591		197,475		4.46
Total Earning Assets	13,292,617		232,751		3.51	%	11,739,936		237,041		4.04	%
Net unrealized gain on securities available for sale	49,922						52,732
Allowance for loan losses	(202,693)						(94,009)
Cash and cash equivalents	168,647						231,624
Premises and equipment	109,170						113,670
Other assets	1,085,424						1,070,327
Total Assets	$	14,503,087					$	13,114,280
Liabilities:
Interest-bearing deposits:
Interest-bearing deposits	$	4,681,439	$	7,269	0.31	%	$	3,770,530	$	12,461	0.66	%
Money market deposits	2,212,425		1,631		0.15		1,604,474		5,479		0.68
Savings deposits	1,700,601		938		0.11		1,473,183		2,424		0.33
Certificates and other time deposits	835,722		2,185		0.52		1,582,322		14,091		1.78
Total Interest-bearing Deposits	9,430,187		12,023		0.25		8,430,509		34,455		0.82
Borrowings	659,826		6,376		1.93		828,721		7,709		1.86
Total Interest-bearing Liabilities	10,090,013		18,399		0.36		9,259,230		42,164		0.91
Noninterest-bearing deposits	2,417,888						1,907,582
Other liabilities	151,936						141,505
Total Liabilities	12,659,837						11,308,317
Stockholders' Equity	1,843,250						1,805,963
Total Liabilities and Stockholders' Equity	$	14,503,087	18,399				$	13,114,280	42,164
Net Interest Income (FTE)			$	214,352					$	194,877
Net Interest Spread (FTE) (4)					3.15	%					3.13	%

Net Interest Margin (FTE):
Interest Income (FTE) / Average Earning Assets					3.51	%					4.04	%
Interest Expense / Average Earning Assets					0.28	%					0.72	%
Net Interest Margin (FTE) (5)					3.23	%					3.32	%

(1) Average balance of securities is computed based on the average of the historical amortized cost balances without the effects of the fair value adjustments. Annualized amounts are computed utilizing a 30/360 day basis.
(2) Tax-exempt securities and loans are presented on a fully taxable equivalent basis, using a marginal tax rate of 21 percent for 2021 and 2020. These totals equal $9,660 and $7,982 for the six months ended June 30, 2021 and 2020, respectively.
(3) Non-accruing loans have been included in the average balances.
(4) Net Interest Spread (FTE) is interest income expressed as a percentage of average earning assets minus interest expense expressed as a percentage of average interest-bearing liabilities.
(5) Net Interest Margin (FTE) is interest income expressed as a percentage of average earning assets minus interest expense expressed as a percentage of average earning assets.

(Dollars in Thousands) Six Months Ended
June 30, 2020 June 30, 2019
Average Balance Interest
Income /
Expense Average
Rate Average Balance Interest
Income /
Expense Average
Rate
Assets:
Federal Funds Sold
Interest-bearing time deposits $ 269,174
$ 709
0.53 % $ 145,277
$ 1,659
2.28 %
Federal Reserve and Federal Home Loan Bank stock 28,736
580
4.04
24,588
673
5.47
Investment Securities: ⁽¹⁾

Taxable 1,325,313
13,778
2.08
978,654
13,093
2.68
Tax-Exempt ⁽²⁾
1,263,122
24,499
3.88
869,914
18,133
4.17
Total Investment Securities 2,588,435
38,277
2.96
1,848,568
31,226
3.38
Loans held for sale 14,924
324
4.34
10,697
239
4.47
Loans: ⁽³⁾

Commercial 6,562,673
146,415
4.46
5,364,884
147,394
5.49
Real Estate Mortgage 878,956
20,524
4.67
755,070
17,008
4.51
Installment 741,889
16,701
4.50
671,125
18,664
5.56
Tax-Exempt ⁽²⁾
655,149
13,511
4.12
506,370
10,629
4.20
Total Loans 8,853,591
197,475
4.46
7,308,146
193,934
5.31
Total Earning Assets 11,739,936
237,041
4.04 % 9,326,579
227,492
4.88 %
Net unrealized gain on securities available for sale 52,732
3,963

Allowance for loan losses (94,009 ) (81,301 )
Cash and cash equivalents 231,624
124,143

Premises and equipment 113,670
92,395

Other assets 1,070,327
825,426

Total Assets $ 13,114,280
$ 10,291,205

Liabilities:
Interest-bearing deposits:
Interest-bearing deposits $ 3,770,530
$ 12,461
0.66 % $ 2,813,541
$ 15,560
1.11 %
Money market deposits 1,604,474
5,479
0.68
1,179,765
6,291
1.07
Savings deposits 1,473,183
2,424
0.33
1,157,852
4,792
0.83
Certificates and other time deposits 1,582,322
14,091
1.78
1,609,130
16,038
1.99
Total Interest-bearing Deposits 8,430,509
34,455
0.82
6,760,288
42,681
1.26
Borrowings 828,721
7,709
1.86
624,192
8,627
2.76
Total Interest-bearing Liabilities 9,259,230
42,164
0.91
7,384,480
51,308
1.39
Noninterest-bearing deposits 1,907,582
1,369,832

Other liabilities 141,505
82,260

Total Liabilities 11,308,317
8,836,572

Stockholders' Equity 1,805,963
1,454,633

Total Liabilities and Stockholders' Equity $ 13,114,280
42,164

$ 10,291,205
51,308

Net Interest Income (FTE) $ 194,877
$ 176,184

Net Interest Spread (FTE) ⁽⁴⁾
3.13 % 3.49 %

Net Interest Margin (FTE):

Interest Income (FTE) / Average Earning Assets

4.04 %

4.88 %
Interest Expense / Average Earning Assets

0.72 %

1.10 %
Net Interest Margin (FTE) ⁽⁵⁾

3.32 %

3.78 %

⁽¹⁾ Average balance of securities is computed based on the average of the historical amortized cost balances without the effects of the fair value adjustments. Annualized amounts are computed utilizing a 30/360 day basis.
⁽²⁾ Tax-exempt securities and loans are presented on a fully taxable equivalent basis, using a marginal tax rate of 21 percent for 2020 and 2019. These totals equal $7,982 and $6,040 for the six months ended June 30, 2020 and 2019, respectively.
⁽³⁾ Non-accruing loans have been included in the average balances.

⁽⁴⁾ Net Interest Spread (FTE) is interest income expressed as a percentage of average earning assets minus interest expense expressed as a percentage of average interest-bearing liabilities.
⁽⁵⁾ Net Interest Margin (FTE) is interest income expressed as a percentage of average earning assets minus interest expense expressed as a percentage of average earning assets.

Table of Contents

PART I: FINANCIAL INFORMATION

ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

NON-INTEREST INCOME

Non-interest income ~~increased $4.9~~totaled $30.9 million for the quarter ended June 30, 2021, a $4.4 million, or ~~22.5~~16.6 percent inincrease from the second quarter of ~~2020, compared to~~2020. Net gains and fees on sales of loans totaled $8.3 million during the ~~second~~ quarter, a $4.7 million increase over the same period last year. Strong organic activity was enhanced by a $76.1 million portfolio mortgage loan sale that contributed a gain of ~~2019. The larger customer base resulting from~~$2.9 million during the ~~MBT acquisition on September 1, 2019, in addition to organic growth, resulted in an increase in customer related line items such as~~quarter. Additionally, fiduciary and wealth management fees increased $1.9 million and ~~card payment fees of $2.9~~service charges on deposit accounts increased $1.3 million ~~in the second quarter of 2020~~ when compared to the same period in ~~2019.~~2020.

These increases were partially reduced by the impact on card payment fees of the Durbin Amendment adoption on July 1, 2020, which drove a $1.9 million decrease in fees in the comparable period. Finally, net realized gains on the sales of available for sale securities decreased $1.3 million in the second quarter of 2021 when compared to the same period in 2020.

During the first six months of 2021, non-interest income totaled $55.0 million, a $1.3 million, or 2.3 percent decrease when compared to the same period in 2020. The largest decrease was in net realized gains on the sales of available for sale securities, which declined by $4.1 during the comparable period. Additionally, the ~~larger customer base~~Durbin Amendment adoption resulted in a decrease in card payment fees of $3.5 million and the ~~low mortgage~~ interest rate environment ~~combined~~resulted in derivative hedge fees being $1.7 million lower in the first six months of 2021 when compared to ~~produce~~the same period in 2020.

These decreases were partially offset by an ~~increase of $1.9 million~~increases in net gains and fees on sales of ~~loans. Details~~loans and fiduciary and wealth management fees of $5.3 million and $2.3 million, respectively, when compared to the same period in 2020.

NON-INTEREST EXPENSE

Non-interest expense totaled $69.3 million for the second quarter of 2021, a $9.3 million, or 15.5 percent increase from the second quarter of 2020. Non-interest expenses in the second quarter of 2020 were unusually low and reflected a $2.3 million deferral of salary expense related to PPP loan originations, a $1.1 million reduction in bonus accruals and a $1.6 million decrease in processing fees related to the termination of a debit card rewards program. In addition to the unusually low expenses noted in 2020, salary and incentive expenses increased in the second quarter of 2021 based upon current year financial results.

During the first six months of 2021, non-interest expense totaled $135.4 million, a $9.2 million, or 7.3 percent increase when compared to the same period in 2020. The largest contributing factor to the current year increase is the unusually low second quarter of 2020 expenses noted above. Salaries and employee benefits increased by $6.3 million in the first six months of 2021 when compared to the same period in 2020. In addition to the $3.4 million noted above from lower 2020 expenses, the remaining increase of $2.9 million was primarily due to higher salary and incentive expenses in the first six months of 2021 when compared to the same period in 2020.

INCOME TAXES

Income tax expense for the second quarter of 2021 was $10,294,000 on pre-tax net income of $65,853,000. For the same period in 2020, income tax expense was $4,623,000 on pre-tax net income of $37,615,000. The effective income tax rates for the second quarter of 2021 and 2020 were 15.6 percent and 12.3 percent, respectively.

Income tax expense for the six months ended June 30, 2021 was $19,246,000 on pre-tax net income of $124,274,000. For the same period in 2020, income tax expense was $8,113,000 on pre-tax net income of $75,368,000. The effective income tax rates for the six months ended June 30, 2021 and 2020 were 15.5 percent and 10.8 percent, respectively.

The lower effective income tax rate for the comparative periods ended June 30, 2020 was driven by two factors. First, an abnormally high level of loan provision expense as a result of the ~~Corporation's 2019 acquisition can be found~~economic impact of the COVID-19 pandemic reduced taxable income, and when coupled with an increase in tax-exempt income, the benefit of non-taxable income increased. Secondly, the CARES Act provided for the carryback of certain federal net operating losses to a prior period with a rate differential between the 2020 statutory rate of 21 percent and the rate in effect during the carryback year.

The detailed reconciliation of federal statutory to actual tax expense is shown in NOTE ~~2. ACQUISITION~~12. INCOME TAX of the Notes to Consolidated Condensed Financial Statements of this Quarterly Report on Form 10-Q. ~~Finally, net realized gains~~

CAPITAL

Stockholders' Equity

The Corporation adopted the current expected credit losses ("CECL") model for calculating the allowance for credit losses on January 1, 2021. CECL replaces the ~~sales of available~~previous "incurred loss" model for ~~sale securities increased by $1.2 million in~~measuring credit losses, which encompassed allowances for current known and inherent losses within the ~~second quarter of 2020 when compared~~portfolio, with an "expected loss" model for measuring credit losses, which encompasses allowances for losses expected to be incurred over the ~~same period in 2019.~~

These increases were partially offset by a decrease in service charges on deposit accounts of $1.1 million in the second quarter of 2020 when compared to the same period in 2019 mainly due to higher than normal customer deposit balances as a result of stimulus funds received in response to the COVID-19 pandemic. This resulted in significantly lower non-sufficient funds and overdraft fees during the quarter ended June 30, 2020.

During the first six months of 2020, non-interest income increased $16.0 million, or 39.6 percent, compared to the same period in 2019. The MBT acquisition on September 1, 2019 resulted in an increase in customer related line items such as fiduciary and wealth management fees and card payment fees of $6.2 million. Additionally, the larger customer base and the low mortgage interest rate environment combined to produce an increase of $4.0 million in net gains and fees on sales of loans. Finally, net realized gains on the sales of available for sale securities increased by $4.7 million and derivative hedge fees increased by $713,000 in the first six months of 2020 when compared to the same period in 2019.

~~NON-INTEREST EXPENSE~~

Non-interest expense increased $2.4 million, or 4.2 percent, in the second quarter of 2020, compared to the second quarter of 2019. The acquisition of MBT was the largest contributing factor to the increase. The larger franchise and growth in our customer base resulted in increases in most non-interest expense categories with the largest increases in salaries and employee benefits, net occupancy and equipment accounting for $4.3 millionlife of the increase. The Corporation also incurred $1.4 million of additional expense in the second quarter of 2020 compared to the same period of 2019 related to actions taken in response to the COVID-19 pandemic which included approximately $1.0 million recorded in marketing expense for donations to non-profit organizations in our communities on the front linesportfolio. As of the ~~COVID-19 pandemic efforts~~adoption and ~~approximately $400,000 in~~day one measurement date of January 1, 2021, the Corporation recorded a one-time cumulative-effect adjustment to retained earnings, net ~~occupancy costs in response to social distancing and cleaning protocols. Finally, FDIC assessment expense increased $794,000 in the second quarter~~ of ~~2020 when compared to the same period in 2019 as a result~~income taxes, of ~~the the Corporation's FDIC assessment changing to the calculation applicable to banks over $10 billion in total assets.~~

These increases were partially offset by a decrease in outside data processing fees of $1.3 million in the second quarter of 2020 compared to the same period of 2019 mainly related to sunsetting of a debit card rewards program. Additionally, the increase in marketing expense noted above from the COVID-19 related donations was offset by the fair lending settlement expense of $1.2 million incurred in the second quarter of 2019. Finally, professional and other outside services decreased $823,000 in the second quarter of 2020 when compared to the same period in 2019 primarily due to 2019 containing professional fees related to the MBT acquisition.

Non-interest expense increased $12.0 million, or 10.5 percent, in the first six months of 2020, compared to the same period in 2019. The MBT acquisition on September 1, 2019 resulted in increases in most non-interest expense categories with the largest increases in salaries and employee benefits, net occupancy and equipment accounting for an increase of $12.0$68.0 million. ~~Additionally, FDIC assessment expense increased $1.6 million as a result~~See additional details of the Corporation's ~~FDIC assessment changing to the calculation applicable to banks over $10 billion~~CECL adoption in total assets. The Corporation also incurred $1.4 million of additional expense in the first six months of 2020 compared to the same period of 2019 related to actions taken in response to the COVID-19 pandemic which included approximately $1.0 million recorded in marketing expense for donations to non-profit organizations in our communities on the front linesNOTE 4. LOANS AND ALLOWANCE of the ~~COVID-19 pandemic efforts and approximately $400,000 in net occupancy costs in response~~Notes to ~~social distancing and cleaning protocols.~~Consolidated Condensed Financial Statements of this Quarterly Report on Form 10-Q.

The increases noted above were partially offset by a decrease in outside data processing fees of $796,000 in the first six months of 2020 when compared to the same period on 2019. While the larger franchise created by the acquisition of MBT, as well as organic growth, caused outside data processing fees to increase, the increase was more than offset by a decrease of $1.5 million related to the sunsetting of a debit rewards program. In addition, the increase noted above in marketing expense was offset by a decrease of $1.2 million related to the fair lending settlement expense incurred in 2019. Finally, other real estate owned and foreclosure expense decreased $879,000 in the first six months of 2020 when compared to the same period in 2019.

~~INCOME TAXES~~

Income tax expense for the second quarter of 2020 was $4,623,000 on pre-tax net income of $37,615,000. For the same period in 2019, income tax expense was $7,749,000 on pre-tax net income of $48,805,000. The effective income tax rates for the second quarter of 2020 and 2019 were 12.3 percent and 15.9 percent, respectively.

Income tax expense for the six months ended June 30, 2020 was $8,113,000 on pre-tax net income of $75,368,000. For the same period in 2019, income tax expense was $14,690,000 on pre-tax net income of $94,563,000. The effective tax rates for the six months ended June 30, 2020 and 2019 were 10.8 percent and 15.5 percent, respectively.

Table of Contents

PART I: FINANCIAL INFORMATION

ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

The lower effective income tax rates during the three and six months ended June 30, 2020 when compared to the same period in 2019 was primarily driven by two factors. First, the abnormally high level of loan provision expense resulting from the economic impact of the COVID-19 pandemic has, and likely will continue, to distort the normal relationship of taxable income to tax-exempt income. Secondly, the CARES Act provided the opportunity to carryback certain federal net operating losses. The Corporation's net operating loss had previously been valued at the current statutory rate of 21 percent. As such, the Corporation booked a tax benefit of $1,178,000 in the first quarter of 2020 in recognition of the rate differential between the current rate and the rate in effect during the period to which the net operating loss will be carried back.

The detailed reconciliation of federal statutory to actual tax expense is shown in NOTE 13. INCOME TAX of the Notes to Consolidated Condensed Financial Statements of this Quarterly Report on Form 10-Q.

~~CAPITAL~~

~~Stockholders' Equity~~

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

Stock Repurchase Program

On September 3, 2019, the Board of Directors of the Corporation approved a stock repurchase program of up to 3 million shares of the Corporation's outstanding common stock; provided, however, that the total aggregate investment in shares repurchased under the program ~~may~~was not to exceed $75 million. On a share basis, the amount of common stock subject to the repurchase program ~~represents~~represented approximately 5 percent of the Corporation's outstanding shares. During the first quarter of 2020, the Corporation repurchased 1,634,437 of its common shares for $55.9 million at an average price of $34.21, which resulted in the aggregate investment in share repurchases ~~to equal~~of $75.0 million, the maximum allowable under the plan. As such, the September 2019 program terminated upon its own terms following the repurchases.

On January 27, 2021, the Board of Directors of the Corporation approved a stock repurchase program of up to 3,333,000 shares of the Corporation's outstanding common stock; provided, however, that the total aggregate investment in shares repurchased under the program may not exceed $100,000,000. On a share basis, the amount of common stock subject to the repurchase program represents approximately 6 percent of the Corporation's outstanding shares. The Corporation has not made any repurchases under the January 2021 program as of June 30, 2021.

Regulatory Capital

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

There are five capital categories defined in the regulations, ranging from well capitalized to critically undercapitalized. Classification of a bank in any of the undercapitalized categories can result in actions by regulators that could have a material effect on a bank's operations. Quantitative measures established by regulation to ensure capital adequacy require the Bank to maintain minimum amounts and ratios of total and tier 1 capital to risk-weighted assets, and of tier 1 capital to average assets, or leverage ratio, all of which are calculated as defined in the

regulations. Banks with lower capital levels are deemed to be undercapitalized, significantly undercapitalized or critically undercapitalized, depending on their actual levels. The appropriate federal regulatory agency may also downgrade a bank to the next lower capital category upon a determination that the bank is in an unsafe or unsound practice. Banks are required to monitor closely their capital levels and to notify their appropriate regulatory agency of any basis for a change in capital category.

~~Table of Contents~~

~~PART I: FINANCIAL INFORMATION~~

~~ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS~~

Basel III was effective for the Corporation on January 1, 2015 and requires the Corporation and the Bank to maintain the minimum capital and

leverage ratios as defined in the regulation and as illustrated in the table ~~below.~~below, which capital to risk-weighted asset ratios include a 2.5 percent capital conservation buffer. Under Basel III, in order to avoid limitations on capital distributions, including dividends, the Corporation must hold a 2.5 percent capital conservation buffer above the adequately capitalized CET1 to risk-weighted assets ratio (which buffer is reflected in the required ratios below). Under Basel III, the Corporation and Bank elected to opt-out of including accumulated other comprehensive income in regulatory capital. As of June 30, ~~2020,~~2021, the Bank met all capital adequacy requirements to be considered well capitalized under the fully phased-in Basel III capital rules. There is no threshold for well capitalized status for bank holding companies.

As part of a March 27, 2020 joint statement of federal banking regulators, an interim final rule that allowed banking organizations to mitigate the effects of the CECL accounting standard on their regulatory capital was announced. Banking organizations could elect to mitigate the estimated cumulative regulatory capital effects of CECL for up to two years. This two-year delay was to be in addition to the three-year transition period that federal banking regulators had already made available. While the CAA provided for a further extension of the mandatory adoption of CECL to the earlier of the first day of the fiscal year that begins after the date on which the national emergency concerning COVID-19 terminates, or January 1, 2022, the federal banking regulators have elected to not provide a similar extension to the two year mitigation period applicable to regulatory capital effects. Instead, the federal banking regulators require that, in order to utilize the additional two-year delay, banking organizations must have adopted the CECL standard no later than December 31, 2020, as required by the CARES Act.

The Corporation elected to delay implementation of ASU No. 2016-13 until January 1, 2021 and, as a result, will recognize the implementation effects of CECL on its regulatory capital over a three-year transition period. Beginning on January 1, 2021, the Corporation phased in 25 percent of the deferred capital impact of CECL, with an additional 25 percent to be phased in at the beginning of the following three years, resulting in the impact being fully phased in on January 1, 2024.

Table of Contents

PART I: FINANCIAL INFORMATION

ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

The Corporation's and Bank's actual and required capital ratios as of June 30, ~~2020~~2021 and December 31, ~~2019~~2020 were as follows:


																		Prompt Corrective Action Thresholds
					Prompt Corrective Action Thresholds									Actual				Basel III Minimum Capital Required				Well Capitalized
	Actual				Basel III Minimum Capital Required				Well Capitalized
June 30, 2020	Amount		Ratio		Amount		Ratio		Amount		Ratio
June 30, 2021													June 30, 2021	Amount		Ratio		Amount		Ratio		Amount		Ratio
Total risk-based capital to risk-weighted assets													Total risk-based capital to risk-weighted assets
First Merchants Corporation	$	1,410,246	14.18	%	$	1,044,339	10.50	%	N/A		N/A		First Merchants Corporation	$	1,531,522	14.23	%	$	1,129,766	10.50	%	N/A		N/A
First Merchants Bank	1,370,061		13.73		1,047,607		10.50		$	997,721	10.00	%	First Merchants Bank	1,430,762		13.25		1,133,449		10.50		$	1,079,475	10.00	%
Tier 1 capital to risk-weighted assets													Tier 1 capital to risk-weighted assets
First Merchants Corporation	$	1,224,127	12.31	%	$	845,417	8.50	%	N/A		N/A		First Merchants Corporation	$	1,330,832	12.37	%	$	914,572	8.50	%	N/A		N/A
First Merchants Bank	1,248,942		12.52		848,062		8.50		$	798,176	8.00	%	First Merchants Bank	1,294,639		11.99		917,554		8.50		$	863,580	8.00	%
CET1 capital to risk-weighted assets													CET1 capital to risk-weighted assets
First Merchants Corporation	$	1,177,879	11.84	%	$	696,226	7.00	%	N/A		N/A		First Merchants Corporation	$	1,284,345	11.94	%	$	753,177	7.00	%	N/A		N/A
First Merchants Bank	1,248,942		12.52		698,404		7.00		$	648,518	6.50	%	First Merchants Bank	1,294,639		11.99		755,633		7.00		$	701,659	6.50	%
Tier 1 capital to average assets													Tier 1 capital to average assets
First Merchants Corporation	$	1,224,127	9.45	%	$	517,986	4.00	%	N/A		N/A		First Merchants Corporation	$	1,330,832	9.35	%	$	569,254	4.00	%	N/A		N/A
First Merchants Bank	1,248,942		9.66		517,075		4.00		$	646,344	5.00	%	First Merchants Bank	1,294,639		9.11		568,398		4.00		$	710,497	5.00	%


					Prompt Corrective Action Thresholds
	Actual				Basel III Minimum Capital Required				Well Capitalized
December 31, 2020	Amount		Ratio		Amount		Ratio		Amount		Ratio
Total risk-based capital to risk-weighted assets
First Merchants Corporation	$	1,475,551	14.36	%	$	1,079,015	10.50	%	N/A		N/A
First Merchants Bank	1,412,805		13.70		1,082,430		10.50		$	1,030,886	10.00	%
Tier 1 capital to risk weighted assets
First Merchants Corporation	$	1,282,070	12.48	%	$	873,488	8.50	%	N/A		N/A
First Merchants Bank	1,283,922		12.45		876,253		8.50		$	824,708	8.00	%
CET1 capital to risk-weighted assets
First Merchants Corporation	$	1,235,702	12.02	%	$	719,343	7.00	%	N/A		N/A
First Merchants Bank	1,283,922		12.45		721,620		7.00		$	670,076	6.50	%
Tier 1 capital to average assets
First Merchants Corporation	$	1,282,070	9.57	%	$	536,123	4.00	%	N/A		N/A
First Merchants Bank	1,283,922		9.59		535,279		4.00		$	669,098	5.00	%

Prompt Corrective Action Thresholds
Actual
Basel III Minimum Capital Required
Well Capitalized
December 31, 2019 Amount
Ratio
Amount
Ratio
Amount
Ratio
Total risk-based capital to risk-weighted assets

First Merchants Corporation $ 1,400,617

14.29 %
$ 1,028,930

10.50 %
N/A

N/A
First Merchants Bank 1,267,649

12.87

1,033,926

10.50

$ 984,691

10.00 %
Tier 1 capital to risk weighted assets

First Merchants Corporation $ 1,255,333

12.81 %
$ 832,943

8.50 %
N/A

N/A
First Merchants Bank 1,187,365

12.06

836,988

8.50

$ 787,753

8.00 %
CET1 capital to risk-weighted assets

First Merchants Corporation $ 1,188,970

12.13 %
$ 685,953

7.00 %
N/A

N/A
First Merchants Bank 1,187,365

12.06

689,284

7.00

$ 640,049

6.50 %
Tier 1 capital to average assets

First Merchants Corporation $ 1,255,333

10.54 %
$ 476,383

4.00 %
N/A

N/A
First Merchants Bank 1,187,365

9.99

475,564

4.00

$ 594,455

5.00 %

On April 9, 2020, federal banking regulators issued an interim final rule to modify the Basel III regulatory capital rules applicable to banking organizations to allow those organizations participating in the PPP to neutralize the regulatory capital effects of participating in the program. The interim final rule, which became effective April 13, 2020, clarifies that PPP loans receive a zero percent risk weight for purposes of determining risk-weighted assets and the CET1, Tier 1 and Total Risk-Based capital ratios. At June 30, ~~2020,~~2021, risk-weighted assets included ~~$882.9~~$415.8 million of PPP loans at a zero risk weight. Additionally, in order to facilitate use of the PPPL Facility, the agencies have clarified that banking organizations, including the Corporation and the Bank, are ~~permitted~~allowed to ~~assign a zero percent risk weight to~~neutralize the regulatory effects of PPP covered loans on the risk-based capital ratios, as well as PPP covered loans pledged tounder the PPPL Facility ~~for purposes of determining risk-weighted assets and~~on the leverage ~~ratio.~~capital ratios. At June 30, 2021 and December 31, 2020, the Corporation did not have an outstanding balance with the PPPL Facility; therefore there were no adjustments to the leverage ratio ~~included approximately $138.4 million of average~~for PPP ~~loans pledged~~loans. Access to funds under the PPPL Facility terminated on July 30, 2021, at ~~a zero risk weight.~~which time the Corporation also had no outstanding balance.

Table of Contents

PART I: FINANCIAL INFORMATION

ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

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

June 30, 2020
December 31, 2019
(Dollars in thousands, except per share amounts) First Merchants Corporation
First Merchants Bank
First Merchants Corporation
First Merchants Bank
Total Risk-Based Capital

Total Stockholders' Equity (GAAP) $ 1,809,095

$ 1,882,807

$ 1,786,437

$ 1,787,006
Adjust for Accumulated Other Comprehensive (Income) Loss ⁽¹⁾
(63,845 )
(66,941 )
(27,874 )
(30,495 )
Less: Preferred Stock (125 )
(125 )
(125 )
(125 )
Add: Qualifying Capital Securities 46,248

—

66,363

—
Less: Disallowed Goodwill and Intangible Assets (567,246 )
(566,799 )
(569,468 )
(569,021 )
Total Tier 1 Capital (Regulatory) 1,224,127

1,248,942

1,255,333

1,187,365
Qualifying Subordinated Debentures 65,000

—

65,000

—
Allowance for Loan Losses Includible in Tier 2 Capital 121,119

121,119

80,284

80,284
Total Risk-Based Capital (Regulatory) $ 1,410,246

$ 1,370,061

$ 1,400,617

$ 1,267,649

Net Risk-Weighted Assets (Regulatory) $ 9,946,087

$ 9,977,205

$ 9,799,329

$ 9,846,913
Average Assets (Regulatory) $ 12,949,645

$ 12,926,872

$ 11,909,571

$ 11,889,092

Total Risk-Based Capital Ratio (Regulatory) 14.18 %
13.73 %
14.29 %
12.87 %
Tier 1 Capital to Risk-Weighted Assets 12.31 %
12.52 %
12.81 %
12.06 %
Tier 1 Capital to Average Assets 9.45 %
9.66 %
10.54 %
9.99 %

CET1 Capital Ratio

Total Tier 1 Capital (Regulatory) $ 1,224,127

$ 1,248,942

$ 1,255,333

$ 1,187,365
Less: Qualified Capital Securities (46,248 )
—

(66,363 )
—
CET1 Capital (Regulatory) $ 1,177,879

$ 1,248,942

$ 1,188,970

$ 1,187,365

Net Risk-Weighted Assets (Regulatory) $ 9,946,087

$ 9,977,205

$ 9,799,329

$ 9,846,913
CET1 Capital Ratio (Regulatory) 11.84 %
12.52 %
12.13 %
12.06 %


	June 30, 2021						December 31, 2020
(Dollars in thousands, except per share amounts)	First Merchants Corporation			First Merchants Bank			First Merchants Corporation			First Merchants Bank
Total Risk-Based Capital
Total Stockholders' Equity (GAAP)	$	1,871,800		$	1,884,207		$	1,875,645		$	1,926,269
Adjust for Accumulated Other Comprehensive (Income) Loss (1)	(60,080)			(62,659)			(74,836)			(77,687)
Less: Preferred Stock	(125)			(125)			(125)			(125)
Add: Qualifying Capital Securities	46,487			—			46,368			—

Less: Disallowed Goodwill and Intangible Assets	(566,412)			(565,965)			(564,982)			(564,535)
Add: Modified CECL Transition Amount	40,314			40,314			—			—

Less: Disallowed Deferred Tax Assets	(1,152)			(1,133)			—			—
Total Tier 1 Capital (Regulatory)	1,330,832			1,294,639			1,282,070			1,283,922
Qualifying Subordinated Debentures	65,000			—			65,000			—
Allowance for Loan Losses Includible in Tier 2 Capital	135,690			136,123			128,481			128,883
Total Risk-Based Capital (Regulatory)	$	1,531,522		$	1,430,762		$	1,475,551		$	1,412,805

Net Risk-Weighted Assets (Regulatory)	$	10,759,672		$	10,794,750		$	10,276,333		$	10,308,855
Average Assets (Regulatory)	$	14,231,347		$	14,209,945		$	13,403,065		$	13,381,969

Total Risk-Based Capital Ratio (Regulatory)	14.23		%	13.25		%	14.36		%	13.70		%
Tier 1 Capital to Risk-Weighted Assets	12.37		%	11.99		%	12.48		%	12.45		%
Tier 1 Capital to Average Assets	9.35		%	9.11		%	9.57		%	9.59		%

CET1 Capital Ratio
Total Tier 1 Capital (Regulatory)	$	1,330,832		$	1,294,639		$	1,282,070		$	1,283,922
Less: Qualified Capital Securities	(46,487)			—			(46,368)			—


CET1 Capital (Regulatory)	$	1,284,345		$	1,294,639		$	1,235,702		$	1,283,922

Net Risk-Weighted Assets (Regulatory)	$	10,759,672		$	10,794,750		$	10,276,333		$	10,308,855
CET1 Capital Ratio (Regulatory)	11.94		%	11.99		%	12.02		%	12.45		%

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

Additionally, management believes the following tables are also meaningful when considering performance measures of the Corporation. Non-GAAP financial measures such as tangible common equity to tangible assets, return on average tangible capital and return on average tangible assets are important measures of the strength of the Corporation's capital and ability to generate earnings on tangible common equity invested by our shareholders. These non-GAAP measures provide useful supplemental information and may assist investors in analyzing the

Corporation’s financial position without regard to the effects of intangible assets and preferred stock. Disclosure of these measures also allows analysts and banking regulators to assess our capital adequacy on these same bases.

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

Table of Contents

PART I: FINANCIAL INFORMATION

ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

The Corporation had a strong capital position as evidenced by the tangible common equity to tangible assets ratio of ~~9.31~~9.04 percent at June 30, ~~2020,~~2021, and ~~10.16~~9.65 percent at December 31, ~~2019.~~2020.


	Tangible Common Equity to Tangible Assets (non-GAAP)
(Dollars in thousands, except per share amounts)	June 30, 2021			December 31, 2020
Total Stockholders' Equity (GAAP)	$	1,871,800		$	1,875,645
Less: Cumulative preferred stock (GAAP)	(125)			(125)
Less: Intangible assets (GAAP)	(573,786)			(572,893)
Tangible common equity (non-GAAP)	$	1,297,889		$	1,302,627
Total assets (GAAP)	$	14,923,097		$	14,067,210
Less: Intangible assets (GAAP)	(573,786)			(572,893)
Tangible assets (non-GAAP)	$	14,349,311		$	13,494,317
Stockholders' Equity to Assets (GAAP)	12.54		%	13.33		%
Tangible common equity to tangible assets (non-GAAP)	9.04		%	9.65		%


Tangible common equity (non-GAAP)	$	1,297,889		$	1,302,627
Plus: Tax Benefit of intangibles (non-GAAP)	5,432			5,989
Tangible common equity, net of tax (non-GAAP)	$	1,303,321		$	1,308,616
Common Stock outstanding	53,972			53,922
Book Value (GAAP)	$	34.68		$	34.78
Tangible book value - common (non-GAAP)	$	24.15		$	24.27

Tangible Common Equity to Tangible Assets (non-GAAP)
(Dollars in thousands, except per share amounts) June 30, 2020 December 31, 2019
Total Stockholders' Equity (GAAP) $ 1,809,095
$ 1,786,437
Less: Cumulative preferred stock (GAAP) (125 ) (125 )
Less: Intangible assets (GAAP) (575,855 ) (578,881 )
Tangible common equity (non-GAAP) $ 1,233,115
$ 1,207,431
Total assets (GAAP) $ 13,819,378
$ 12,457,254
Less: Intangible assets (GAAP) (575,855 ) (578,881 )
Tangible assets (non-GAAP) $ 13,243,523
$ 11,878,373
Stockholders' Equity to Assets (GAAP) 13.09 % 14.34 %
Tangible common equity to tangible assets (non-GAAP) 9.31 % 10.16 %

Tangible common equity (non-GAAP) $ 1,233,115

$ 1,207,431
Plus: Tax Benefit of intangibles (non-GAAP) 6,597

7,257
Tangible common equity, net of tax (non-GAAP) $ 1,239,712

$ 1,214,688
Common Stock outstanding 53,796

55,368
Book Value (GAAP) $ 33.63
$ 32.26
Tangible book value - common (non-GAAP) $ 23.04

$ 21.94

The following table details and reconciles tangible earnings per share, return on tangible capital and tangible assets to traditional GAAP measures for the three and six months ended June 30, ~~2020~~2021 and ~~2019.~~2020.


	Three Months Ended June 30,						Six Months Ended June 30,
(Dollars in thousands, except per share amounts)	2021			2020			2021			2020
Average goodwill (GAAP)	$	546,793		$	543,919		$	545,364		$	543,919
Average core deposit intangible (GAAP)	27,921			32,876			28,172			33,606
Average deferred tax on CDI (GAAP)	(5,607)			(6,815)			(5,741)			(6,972)
Intangible adjustment (non-GAAP)	$	569,107		$	569,980		$	567,795		$	570,553
Average stockholders' equity (GAAP)	$	1,846,037		$	1,795,509		$	1,843,250		$	1,805,963
Average cumulative preferred stock (GAAP)	(125)			(125)			(125)			(125)

Intangible adjustment (non-GAAP)	(569,107)			(569,980)			(567,795)			(570,553)
Average tangible capital (non-GAAP)	$	1,276,805		$	1,225,404		$	1,275,330		$	1,235,285
Average assets (GAAP)	$	14,758,597		$	13,655,322		$	14,503,087		$	13,114,280
Intangible adjustment (non-GAAP)	(569,107)			(569,980)			(567,795)			(570,553)
Average tangible assets (non-GAAP)	$	14,189,490		$	13,085,342		$	13,935,292		$	12,543,727
Net income available to common stockholders (GAAP)	$	55,559		$	32,991		$	105,028		$	67,255
CDI amortization, net of tax (GAAP)	1,156			1,194			2,228			2,390
Tangible net income available to common stockholders (non-GAAP)	$	56,715		$	34,185		$	107,256		$	69,645
Per Share Data:
Diluted net income available to common stockholders (GAAP)	$	1.03		$	0.61		$	1.94		$	1.24
Diluted tangible net income available to common stockholders (non-GAAP)	$	1.05		$	0.63		$	1.98		$	1.28
Ratios:
Return on average GAAP capital (ROE)	12.04		%	7.35		%	11.40		%	7.45		%
Return on average tangible capital	17.77		%	11.16		%	16.82		%	11.28		%
Return on average assets (ROA)	1.51		%	0.97		%	1.45		%	1.03		%
Return on average tangible assets	1.60		%	1.04		%	1.54		%	1.11		%

Three Months Ended June 30, Six Months Ended June 30,
(Dollars in thousands, except per share amounts) 2020 2019 2020 2019
Average goodwill (GAAP) $ 543,919
$ 445,354
$ 543,919
$ 445,354
Average core deposit intangible (GAAP) 32,876
22,226
33,606
23,018
Average deferred tax on CDI (GAAP) (6,815 ) (4,565 ) (6,972 ) (4,727 )
Intangible adjustment (non-GAAP) $ 569,980
$ 463,015
$ 570,553
$ 463,645
Average stockholders' equity (GAAP) $ 1,795,509
$ 1,479,254
$ 1,805,963
$ 1,454,633
Average cumulative preferred stock (GAAP) (125 ) (125 ) (125 ) (125 )
Intangible adjustment (non-GAAP) (569,980 ) (463,015 ) (570,553 ) (463,645 )
Average tangible capital (non-GAAP) $ 1,225,404
$ 1,016,114
$ 1,235,285
$ 990,863
Average assets (GAAP) $ 13,655,322
$ 10,499,948
$ 13,114,280
$ 10,291,205
Intangible adjustment (non-GAAP) (569,980 ) (463,015 ) (570,553 ) (463,645 )
Average tangible assets (non-GAAP) $ 13,085,342
$ 10,036,933
$ 12,543,727
$ 9,827,560
Net income available to common stockholders (GAAP) $ 32,991
$ 41,056
$ 67,255
$ 79,873
CDI amortization, net of tax (GAAP) 1,194
1,202
2,390
2,409
Tangible net income available to common stockholders (non-GAAP) $ 34,185
$ 42,258
$ 69,645
$ 82,282
Per Share Data:
Diluted net income available to common stockholders (GAAP) $ 0.61
$ 0.83
$ 1.24
$ 1.61
Diluted tangible net income available to common stockholders (non-GAAP) $ 0.63
$ 0.85
$ 1.28
$ 1.66
Ratios:
Return on average GAAP capital (ROE) 7.35 % 11.10 % 7.45 % 10.98 %
Return on average tangible capital 11.16 % 16.64 % 11.28 % 16.61 %
Return on average assets (ROA) 0.97 % 1.56 % 1.03 % 1.55 %
Return on average tangible assets 1.04 % 1.68 % 1.11 % 1.67 %

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

Table of Contents

PART I: FINANCIAL INFORMATION

ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

LOAN ~~QUALITY/~~QUALITY AND PROVISION FOR ~~LOAN~~CREDIT LOSSES ON LOANS

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

Loan Quality

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

At June 30, ~~2020,~~2021, non-performing loans totaled ~~$51.2~~$58.2 million, ~~an increase~~a decrease of ~~$34.4~~$6.5 million from December 31, ~~2019.~~2020. Loans not accruing interest income totaled ~~$50.1~~$57.6 million at June 30, ~~2020, an increase~~2021, a decrease of ~~$34.2~~$3.9 million from December 31, ~~2019,~~2020. The decrease in non-accrual loans was primarily ~~due~~attributed to ~~three relationships that were moved~~partial charge-offs related to ~~non-accrual during the second quarter~~two loans, both of ~~2020. Two relationships totaling $17.0 million~~which are in the senior living ~~sector. The third relationship~~sector with remaining balances, net of specific reserves, totaling $14.4 million is in the university logo sports apparel industry. The Corporation’s coverage ratio of allowance for loan losses to non-accrual loans decreased from 503.4 percent at December 31, 2019 to 241.7 percent at June 30, 2020. Troubled debt restructures totaled $1.1 million at June 30, 2020, an increase of $245,000 from December 31, 2019. See additional information regarding the allowance for loan losses in the “Provision for Loan Losses” section of this Management’s Discussion and Analysis of Financial Condition and Results of Operations.$23.4 million.

Other real estate owned and repossessions, totaling ~~$7.4 million~~$601,000 at June 30, ~~2020,~~2021, decreased ~~$118,000~~$339,000 from December 31, ~~2019.~~2020. For other real estate owned, current appraisals are obtained to determine fair value as management continues to aggressively market these real estate assets.

~~Impaired~~According to applicable accounting guidance, loans ~~include loans deemed impaired according~~that no longer exhibit similar risk characteristics are evaluated individually to ~~the guidance set forth in ASC 310-10.~~determine if there is a need for a specific reserve. Commercial loans under $500,000 and consumer loans, with the exception of troubled debt restructures, are not individually ~~evaluated~~evaluated. The determination for ~~impairment. A loan~~individual evaluation is ~~deemed impaired when,~~made based on current information or events that may suggest it is probable that not all amounts due of principal and interest, according to the contractual terms of the loan agreement, will ~~not~~ be ~~collected~~ substantially within the contractual terms of the note. At June 30, 2020, impaired loans totaled $45.3 million, an increase of $33.6 million from the December 31, 2019 balance of $11.7 million. Also at June 30, 2020, a specific allowance for losses was not deemed necessary for impaired loans totaling $12.7 million as there were no identified losses on these credits. An allowance of $13.0 million was recorded for the remaining balance of these impaired loans totaling $32.6 million, and was included in the Corporation’s allowance for loan losses.collected.

The Corporation's non-performing assets plus accruing loans ~~90-days~~90 days or more delinquent and ~~impaired~~individually evaluated loans are presented in the table below.


(Dollars in Thousands)	June 30, 2021		December 31, 2020
Non-Performing Assets:
Non-accrual loans	$	57,556	$	61,471
Renegotiated loans	629		3,240
Non-performing loans (NPL)	58,185		64,711
OREO and Repossessions	601		940
Non-performing assets (NPA)	58,786		65,651
Loans 90-days or more delinquent and still accruing	183		746
NPAs and loans 90-days or more delinquent	$	58,969	$	66,397

(Dollars in Thousands)
June 30, 2020
December 31, 2019
Non-Performing Assets:

Non-accrual loans
$ 50,102

$ 15,949
Renegotiated loans
1,086

841
Non-performing loans (NPL)
51,188

16,790
OREO and Repossessions
7,409

7,527
Non-performing assets (NPA)
58,597

24,317
Loans 90-days or more delinquent and still accruing
4,981

69
NPAs and loans 90-days or more delinquent
$ 63,578

$ 24,386
Impaired Loans
$ 45,280

$ 11,709

The non-accrual balances in the table above include troubled debt loan restructures totaling ~~$1.2~~$1.4 million and ~~$709,000~~$1.7 million as of June 30, ~~2020~~2021 and December 31, ~~2019,~~2020, respectively.

The composition of non-performing assets plus accruing loans 90-days or more delinquent is reflected in the following table.


(Dollars in Thousands)	June 30, 2021		December 31, 2020
Non-performing assets and loans 90-days or more delinquent:
Commercial and industrial loans	$	1,467	$	2,923
Agricultural land, production and other loans to farmers	682		1,012
Real estate loans:
Construction	313		435
Commercial real estate, non-owner occupied	45,533		47,548
Commercial real estate, owner occupied	2,154		3,040
Residential	6,536		9,034
Home equity	2,248		2,350
Individuals' loans for household and other personal expenditures	36		55

Non-performing assets and loans 90-days or more delinquent:	$	58,969	$	66,397

(Dollars in Thousands) June 30, 2020
December 31, 2019
Non-performing assets and loans 90-days or more delinquent:

Commercial and industrial loans $ 16,557

$ 1,259
Agricultural production financing and other loans to farmers —

183
Real estate loans:

Construction 6,333

7,191
Commercial and farmland 30,990

7,103
Residential 7,111

6,810
Home equity 2,458

1,795
Individuals' loans for household and other personal expenditures 87

45
Public finance and other commercial loans 42

—
Non-performing assets and loans 90-days or more delinquent: $ 63,578

$ 24,386

Table of Contents

PART I: FINANCIAL INFORMATION

ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

On March 22, 2020, a statement was issued by the ~~Bank's~~Bank’s banking regulators and titled the “Interagency Statement on Loan Modifications and Reporting for Financial Institutions Working with Customers Affected by the Coronavirus” (the ~~"Interagency Statement"~~“Interagency Statement”) that encourages financial institutions to work prudently with borrowers who are or may be unable to meet their contractual payment obligations due to the effects of COVID-19. Additionally, Section 4013 of the CARES Act further provides that a qualified loan modification is exempt by law from classification as a ~~TDR~~troubled debt restructure as defined by GAAP, from the period beginning March 1, 2020 until the earlier of December 31, 2020 or the date that is 60 days after the date on which the national emergency concerning the COVID-19 outbreak under the National Emergencies Act (50 U.S.C. 1601 et seq.) terminates. The Interagency Statement was subsequently revised on April 7, 2020 to clarify the interaction of the original guidance with Section 4013 of the CARES Act, as well as setting forth the banking regulators’ views on consumer protection considerations. In accordance with such guidance, the Bank ~~is offering~~has offered short-term modifications made in response to COVID-19 to borrowers who ~~are~~were current and otherwise not past due. These ~~include~~included short-term, 180 days or less, modifications in the form of payment deferrals, fee waivers, extensions of repayment terms, or other delays in payment that are insignificant. The CAA, as described above, extended the expiration date for COVID-related loan modifications exempt from troubled debt restructuring classification until the earlier of January 1, 2022, or 60 days after the termination of the national emergency. The following table summarizes modifications ~~that occurred~~ in deferment for the ~~period indicated:~~periods indicated.


	June 30, 2021			December 31, 2020
	Recorded Balance		Number of Loans	Recorded Balance		Number of Loans
Commercial and industrial loans	$	16,716	6	18,143		14
Agricultural land, production and other loans to farmers	—		—	10,724		2
Real estate loans:
Construction	—		—	21,131		5
Commercial real estate, non-owner occupied	22,239		6	65,139		10
Commercial real estate, owner occupied	138		1	2,428		6
Residential	1,047		10	1,733		20
Home equity	30		1	154		4
Individuals' loans for household and other personal expenditures	125		9	893		26

Total	$	40,295	33	120,345	120,345	87

Six Months Ended June 30, 2020
Recorded Balance Number of Loans
Commercial and industrial loans $ 175,409
697
Agriculture production financing and other loans to farmers 329
5
Real estate loans:
Construction 35,665
21
Commercial and farmland 811,144
867
Residential 95,313
648
Home equity 3,081
66
Individuals' loans for household and other personal expenditures 3,047
263
Public finance and other commercial loans 45
1
Total $ 1,124,033
2,568

~~Approximately 95~~Of the loans still in deferment at June 30, 2021, $19.4 million, or 48 percent of the ~~loan balances modified were granted for commercial loan customers and the remaining modifications were granted to consumers, primarily for mortgage loans. The commercial modifications,~~balance, which were ~~concentrated~~included in commercial real estate, non-owner occupied, were in the hotel ~~restaurant and food service, dental and lessors of real estate industries, totaled $720~~industry. Of the remaining loans, $15.0 million, or 6437 percent of the ~~total modification balance.~~

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

Provision and Allowance for ~~Loan~~Credit Losses on Loans

~~As noted~~The Corporation adopted FASB Accounting Standards Update (ASU) No. 2016-13, Financial Instruments - Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments ("CECL") on January 1, 2021. CECL replaces the previous "incurred loss" model with an "expected loss" model of measuring credit losses, which encompasses allowances for losses expected to be incurred over the life of the portfolio. The new CECL model requires the measurement of all expected credit losses for financial assets measured at amortized cost based on historical experiences, current conditions and reasonable and supportable forecasts. CECL also requires enhanced disclosures related to the significant estimates and judgments used in ~~the "COVID-19, THE CARES ACT AND RELATED REGULATORY ACTIONS" section~~estimating credit losses, as well as credit quality and underwriting standards of ~~this Management's Discussion and Analysis of Financial Condition and Results of Operations, the Corporation elected to defer the adoption of~~an organization's portfolio.

The CECL ~~and to continue to use the incurred loss model for calculating the Allowance for Loan and Lease Losses. The~~ allowance is maintained through the provision for loan losses, which is a charge against earnings. Based on management’s judgment as to the appropriate level of the allowance for loan losses, the amount provided in any period may be greater or less than net loan losses for the same period. The determination of the provision amount and the adequacy of the allowance in any period is based on management’s continuing review and evaluation of the loan portfolio, including an internally administered loan "watch" list and independent loan reviews. The evaluation also takes into consideration identified credit problems, portfolio growth, management's judgment as to the impact of current economic conditions on the portfolio and the possibility of losses inherent in the loan portfolio that are not specifically identified.portfolio.

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

The Corporation’s total loan balance ~~increased $831.1~~decreased $107.3 million from December 31, ~~2019~~2020 to ~~$9.3~~$9.1 billion at June 30, ~~2020.~~2021. PPP loans accounted for ~~$882.9~~$415.8 million of the total loan balance at June 30, ~~2020.~~2021. At June 30, ~~2020,~~2021, the allowance for ~~loan and lease~~credit losses totaled ~~$121.1~~$199.8 million, which represents an increase of ~~$21.7 million from March 31, 2020, and an increase of $40.8~~$69.1 million from December 31, ~~2019.~~2020. The allowance increase was primarily due to the day one cumulative effect adjustment related to the adoption of CECL of $74.1 million, offset by net charge-offs during the six months ended June 30, 2021 of $4.9 million. As a ~~percent~~percentage of loans, the allowance for ~~loan~~credit losses was ~~1.30~~2.19 percent at June 30, ~~2020~~2021 compared to ~~1.15 percent at March 31, 2020 and 0.95~~1.41 percent at December 31, ~~2019. When excluding PPP loans of $882.9 million, the~~2020. The allowance for ~~loan~~credit losses as a percentage of total loans less PPP loans was ~~1.44~~2.29 percent as of June 30, ~~2020. Under~~2021. As of June 30, 2021, $595.7 million of the Bank’s PPP loans had been forgiven by the SBA. The Bank anticipates that the majority of its remaining PPP loans will also be forgiven by the SBA in accordance with the terms of the ~~PPP,~~program.

There was no provision for credit losses for the ~~loans are fully guaranteed by~~three and six months ended June 30, 2021 compared to $21.9 million and $41.7 million, respectively, for the ~~U.S. government.~~

same period of 2020. The ~~allowance was increased primarily due~~provision for the first two quarters of 2020 reflected an increase in the ~~national and local economic conditions qualitative factor and~~reserve related to ~~an increase in impairment. Continuing uncertainty surrounding~~ the ~~current economic climate prompted by~~estimated impact of the emerging COVID-19 pandemic on the economy and ~~governmental actions taken~~on the credit quality of our loan portfolio. The Corporation adopted CECL effective January 1, 2021 and recorded a day one cumulative effect adjustment which increased the Allowance for Credit Losses for Loans to ~~reduce~~$204.7 million. Net charge-offs in 2021 lowered the ~~spread~~allowance to $199.8 million as of June 30, 2021. The Corporation deems this estimate for loan portfolio credit exposure as appropriate, thus there was no provision expense in the ~~virus have contributed to a significantly higher level of unemployment which has negatively impacted consumer~~first and ~~business spending. In addition, impairment increased primarily due to specific reserves for three relationships that were moved to non-accrual during the~~ second quarter of 2020. Impairment of $7.4 million was recorded on one university logo sports apparel relationship and $4.9 million was recorded for two senior living industry relationships. See discussion of the impact of the COVID-19 pandemic in the “COVID-19, THE CARES ACT AND RELATED REGULATORY ACTIONS” section of this Management’s Discussion and Analysis of Financial Condition and Results of Operations.2021.

Table of Contents

PART I: FINANCIAL INFORMATION

ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

The provision for loan losses for the three months and six months ended June 30, 2020 was $21.9 million and $41.6 million, respectively. Comparatively, the provision for loan losses for the three months and six months ended June 30, 2019 was $500,000 and $1.7 million, respectively. The year-over-year increase in the provision for loan losses primarily reflects our view of increased credit risk related to the COVID-19 pandemic. Specific reserves on impaired loans increased $12.3 million from $689,000 at December 31, 2019, to $13.0 million at June 30, 2020.

Net charge-offs totaling ~~$230,000~~$1.3 million and ~~$812,000,~~$4.9 million, respectively, were recognized for the three and six months ended June 30, ~~2020.~~2021. Comparatively, net charge-offs totaled ~~$128,000~~$230,000 and ~~$978,000,~~$812,000, respectively, for the same periods in ~~2019.~~2020. For the three months ended June 30, 2021, there was one individual charge-off greater than $500,000 that totaled $515,000. For the six months ended June 30, 2021, there were three individual charge-offs greater than $500,000 that totaled $4.3 million. For the three and six months ended June 30, 2020, there were nonot any individual charge-offs or recoveries greater than $500,000. For the six months ended June 30, 2019, there were two individual charge-offs greater than $500,000 that totaled $1,954,000. For the three and six months ended June 30, 2019 there was one individual recovery of $738,000. The distribution of the net charge-offs (recoveries) for the three and six months ended June 30, ~~2020~~2021 and ~~2019~~2020 are reflected in the following ~~table:~~table.


	Three Months Ended June 30,				Six Months Ended June 30,
(Dollars in Thousands)	2021		2020		2021		2020
Net charge-offs (Recoveries):
Commercial and industrial loans	$	120	$	31	$	604	$	160
Agricultural land, production and other loans to farmers	23		(38)		24		5
Real estate loans:
Construction	(1)		—		1		(37)
Commercial real estate, non-owner occupied	984		(80)		3,495		(61)
Commercial real estate, owner occupied	18		14		656		97
Residential	(71)		38		1		31
Home equity	208		175		43		320
Individuals' loans for household and other personal expenditures	26		90		104		297

Total net charge-offs	$	1,307	$	230	$	4,928	$	812

Three Months Ended June 30,
Six Months Ended June 30,
(Dollars in Thousands) 2020
2019
2020
2019
Net charge-offs (Recoveries):

Commercial and industrial loans $ 31

$ (30 )
$ 160

$ (153 )
Agricultural production financing and other loans to farmers (38 )
(3 )
5

16
Real estate loans:

Construction —

(738 )
(37 )
219
Commercial and farmland (66 )
961

36

948
Residential 38

(26 )
31

54
Home equity 175

(28 )
320

(69 )
Individuals' loans for household and other personal expenditures 90

(8 )
297

35
Public finance and other commercial loans —

—

—

(72 )
Total net charge-offs $ 230

$ 128

$ 812

$ 978

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

LIQUIDITY

Liquidity management is the process by which the Corporation ensures that adequate liquid funds are available for the holding company and its subsidiaries. These funds are necessary in order to meet financial commitments on a timely basis. These commitments include withdrawals by depositors, funding credit obligations to borrowers, paying dividends to stockholders, paying operating expenses, funding capital expenditures, and maintaining deposit reserve requirements. Liquidity is monitored and closely managed by the asset/liability committee.

The Corporation’s liquidity is dependent upon the receipt of dividends from the Bank, which is subject to certain regulatory limitations and access to other funding sources. Liquidity of the Bank is derived primarily from core deposit growth, principal payments received on loans, the sale and maturity of investment securities, net cash provided by operating activities, and access to other funding sources.

The principal source of asset-funded liquidity is investment securities classified as available for sale, the market values of which totaled ~~$1.9~~$2.4 billion at June 30, ~~2020~~,2021, an increase of ~~$100.6~~$507.8 million, or ~~5.6~~26.5 percent, from December 31, ~~2019~~.2020. Securities classified as held to maturity that are maturing within a short period of time can also be a source of liquidity. Securities classified as held to maturity and that are maturing in one year or less totaled ~~$12.2~~$8.4 million at June 30, ~~2020.~~2021. In addition, other types of assets such as cash and interest-bearing deposits with other banks, federal funds sold and loans maturing within one year are sources of liquidity.

The most stable source of liability-funded liquidity for both the long-term and short-term is deposit growth and retention in the core deposit base. Federal funds purchased and securities sold under agreements to repurchase are also considered a source of liquidity. In addition, FHLB advances are utilized as a funding ~~sources.~~source. At June 30, ~~2020~~,2021, total borrowings from the FHLB were ~~$400.8~~$334.2 million The Bank has pledged certain mortgage loans and investments to the FHLB. The total available remaining borrowing capacity from the FHLB at June 30, ~~2020~~2021 was ~~$671.6~~$762.8 million.

The Corporation and the Bank receive outside credit ratings from Moody's. Both the Corporation and the Bank currently have Issuer Ratings of Baa1 with a Rating Outlook of Stable. Additionally, the Bank has a Baseline Credit Assessment Rating of a3. Management considers these ratings to be indications of a sound capital base and strong liquidity and believes that these ratings would help ensure the ready marketability of its commercial paper. Because of the Corporation's and Bank's current levels of long-term debt, management believes it could generate additional liquidity from various sources should the need arise.

Table of Contents

PART I: FINANCIAL INFORMATION

ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

The required payments related to operating leases and borrowings at June 30, ~~2020~~2021 are as follows:


(Dollars in Thousands)	Remaining 2021		2022		2023		2024		2025		2026 and after		ASC 805 fair value adjustments at acquisition		Total
Operating leases	$	1,890	$	3,674	$	3,270	$	3,159	$	2,906	$	7,768	$	—	$	22,667

Securities sold under repurchase agreements	146,904		—		—		—		—		—		—		146,904
Federal Home Loan Bank advances	48		75,097		115,097		10,097		25,097		108,807		—		334,243
Subordinated debentures and other borrowings	—		—		—		—		—		122,012		(3,514)		118,498
Total	$	148,842	$	78,771	$	118,367	$	13,256	$	28,003	$	238,587	$	(3,514)	$	622,312

(Dollars in Thousands) Remaining
2020 2021 2022 2023 2024 2025 and
after ASC 805 fair value adjustments at acquisition Total
Operating leases $ 1,820

$ 3,453

$ 3,331

$ 2,937

$ 2,867

$ 10,277

$ —

$ 24,685
Securities sold under repurchase agreements 181,150
—
—
—
—
—
—
181,150
Federal Home Loan Bank advances 21,250
55,097
75,097
115,097
97
134,179
—
400,817
Subordinated debentures and other borrowings —
—
166,936
—
—
122,012
(3,751 ) 285,197
Total $ 204,220
$ 58,550
$ 245,364
$ 118,034
$ 2,964
$ 266,468
$ (3,751 ) $ 891,849

The increase in subordinated debentures and other borrowings was a result of the Bank accessing the PPPL Facility to supplement liquidity to fund PPP loans. As of June 30, 2020, the outstanding balance of such borrowings was $166.9 million and the interest rate was fixed at 35 basis points. The term of the borrowings corresponded with the PPP loans that were pledged as collateral, which were all two year loans. The maturity date of the PPPL Facility borrowings accelerated if the underlying PPP loan was to go into default and the Bank was to sell the PPP loan to the SBA in order to realize the SBA's guarantee. Additionally, the maturity date of the PPPL Facility borrowings accelerated to the extent of any loan forgiveness reimbursement received by the Bank from the SBA. The PPPL Facility borrowings carried no prepayment penalty and the Bank chose to pay back all PPPL Facility borrowings during July of 2020.

On March 16, 2020, the Corporation partially redeemed $10.0 million of its subordinated debentures, with an interest rate of 3.45 percent, all of which were held by First Merchants Capital Trust II (“FMC Trust”). As a result, FMC Trust used the proceeds from such partial redemption to concurrently redeem a like amount of its capital securities at an aggregate principal redemption price of $10.0 million. Debentures issued by the Corporation in the principal amount of $41.7 million remain outstanding with a maturity date of September 15, 2037.

On April 23, 2020, the Corporation redeemed $10.0 million of its subordinated debentures, with an interest rate of 4.41 percent, all of which were held by Grabill Capital Trust I ("Grabill Trust"). As a result, Grabill Trust used the proceeds from such complete redemption to concurrently redeem all of its capital securities at an aggregate principal redemption price of $10.0 million. Subsequently, Grabill Trust was dissolved.

Also, in the normal course of business, the Bank is a party to a number of other off-balance sheet activities that contain credit, market and operational risk that are not reflected in whole or in part in our consolidated financial statements. These activities primarily consist of traditional off-balance sheet credit-related financial instruments such as loan commitments and standby letters of credit.

Summarized credit-related financial instruments at June 30, ~~2020~~2021 are as follows:


(Dollars in Thousands)	June 30, 2021
Amounts of commitments:
Loan commitments to extend credit	$	3,884,912
Standby and commercial letters of credit	32,505
	$	3,917,417

(Dollars in Thousands) June 30, 2020
Amounts of commitments:
Loan commitments to extend credit $ 3,147,145
Standby and commercial letters of credit 29,852
$ 3,176,997

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

INTEREST SENSITIVITY AND DISCLOSURE ABOUT MARKET RISK

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

It is the objective of the Corporation to monitor and manage risk exposure to net interest income caused by changes in interest rates. It is the goal of the Corporation’s Asset/Liability management function to provide optimum and stable net interest income. To accomplish this, management uses two asset liability tools. GAP/Interest Rate Sensitivity Reports and Net Interest Income Simulation Modeling are constructed, presented and monitored quarterly. Management believes that the Corporation's liquidity and interest sensitivity position at June 30, ~~2020,~~2021, remained adequate to meet the Corporation’s primary goal of achieving optimum interest margins while avoiding undue interest rate risk.

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

~~Table of Contents~~

~~PART I: FINANCIAL INFORMATION~~

~~ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS~~

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

Table of Contents

PART I: FINANCIAL INFORMATION

ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

The comparative rising 200 basis points and falling 100 basis points scenarios below, as of June 30, 2021 and December 31, 2020, assume further interest rate changes in addition to the base simulation discussed above. These changes are immediate and parallel changes to the base case scenario. In the current rate environment, many drivers are at or near historical lows due to the FOMC's rate reductions in March 2020 in response to COVID-19. ~~Total rate movements (beginning point minus ending point) to each of the various driver rates utilized by management have the following results:~~

June 30, 2020

RISING
FALLING
Driver Rates
(200 Basis Points)
(100 Basis Points)
Prime
200
—
Federal funds
200
—
One-year CMT
200
(8 )
Three-year CMT
200
—
Five-year CMT
200
—
CD's
200
(19 )
FHLB advances
200
(1 )

Results for the ~~base,~~ rising 200 basis points, and falling 100 basis points interest rate scenarios are listed below based upon the Corporation’s rate sensitive assets and liabilities at June 30, 2021 and December 31, 2020. The ~~net interest income shown~~change from the base scenario represents cumulative net interest income over a twelve-month time horizon. Balance sheet assumptions used for the base scenario are the same for the rising and falling simulations.

June 30, 2020

RISING
FALLING
(Dollars in Thousands)
Base
(200 Basis Points)
(100 Basis Points)
Net interest income
$ 335,261

$ 357,664

$ 339,228
Variance from base

$ 22,403

$ 3,966
Percent of change from base

6.7 %
1.2 %

The comparative rising 200 basis points and falling 100 basis points scenarios below, as of December 31, 2019, assume further interest rate changes in addition to the base simulation discussed above. These changes are immediate and parallel changes to the base case scenario. Total rate movements (beginning point minus ending point) to each of the various driver rates utilized by management in the base simulation are as follows:

December 31, 2019

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


	June 30, 2021		December 31, 2020
Rising 200 basis points from base case	2.9	%	5.9	%
Falling 100 basis points from base case	(0.2)	%	0.7	%

Results for the base, rising 200 basis points, and falling 100 basis points interest rate scenarios are listed below based upon the Corporation’s rate sensitive assets and liabilities at December 31, 2019.The net interest income shown represents cumulative net interest income over a twelve-month time horizon. Balance sheet assumptions used for the base scenario are the same for the rising and falling simulations.

December 31, 2019

RISING
FALLING
(Dollars in Thousands)
Base
(200 Basis Points)
(100 Basis Points)
Net interest income
$ 368,024

$ 389,367

$ 355,191
Variance from base

$ 21,343

$ (12,833 )
Percent of change from base

5.8 %
(3.5 )%

~~Table of Contents~~

~~PART I: FINANCIAL INFORMATION~~

~~ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS~~

EARNING ASSETS

The following table presents the earning asset mix as of June 30, ~~2020~~2021 and December 31, ~~2019~~.2020. Earning assets increased by ~~$1.3 billion~~$940.8 million during the six months ended June 30, ~~2020.~~ 2021.

~~Interest-bearing time deposits and~~Total investment securities increased ~~$261.8 million and $193.3 million, respectively, since~~$1.0 billion from December 31, ~~2019 primarily~~2020 as ~~a result of~~ excess liquidity ~~generated~~ from deposit growth ~~and additional wholesale funding during~~was used to invest in the ~~same period. Also contributing to~~bond portfolio. Additional details of the ~~increase~~changes in the Corporation's investment securities ~~was a $46.7 million increase in net unrealized gains~~portfolio are discussed within NOTE 3. INVESTMENT SECURITIES of the Notes to Consolidated Condensed Financial Statements of this Quarterly Report on the available for sale portfolio. The net increase in unrealized gains from December 31, 2019 to June 30, 2020 is primarily due to interest rate declines in 2020 as the longer term points on the yield curve have declined since year-end, which increases the fair value of securities in the portfolio.Form 10-Q.

Loans and loans held for sale ~~increased $831.1~~decreased $107.3 million from December 31, ~~2019. The Corporation originated approximately $882.9 million~~2020. As of June 30, 2021, PPP loans, which ~~were primarily~~are included in the commercial and industrial loans class, totaled $415.8 million, a decrease of $251.3 million from the December 31, 2020 balance of $667.1 million. Other loan ~~class.~~classes that experienced the largest decreases from December 31, 2020 were residential real estate and agricultural land, production and other loans to farmers. The largest loan ~~segments~~classes that experienced ~~a decrease was construction~~an increase from December 31, 2020 were public finance and other commercial loans and commercial real estate, ~~and home equity loans.~~non-owner occupied. Additional details of the changes in the Corporation's loan portfolio are discussed within NOTE 4. LOANS AND ALLOWANCE of the Notes to Consolidated Condensed Financial Statements of this Quarterly Report on Form 10-Q.


(Dollars in Thousands)	June 30, 2021		December 31, 2020
Interest-bearing deposits	$	438,863	$	392,305
Investment securities available for sale	2,426,900		1,919,119
Investment securities held to maturity, net of allowance for credit losses of $245,000 as of June 30, 2021	1,721,414		1,227,668
Loans held for sale	18,582		3,966
Loans	9,121,250		9,243,174
Federal Home Loan Bank stock	28,736		28,736
Total	$	13,755,745	$	12,814,968

(Dollars in Thousands)
June 30, 2020
December 31, 2019
Interest-bearing time deposits
$ 380,021

$ 118,263
Investment securities available for sale
1,890,593

1,790,025
Investment securities held to maturity
898,786

806,038
Loans held for sale
901

9,037
Loans
9,298,541

8,459,310
Federal Home Loan Bank stock
28,736

28,736
Total
$ 12,497,578

$ 11,211,409

OTHER

The Securities and Exchange Commission maintains a web site that contains reports, proxy and information statements and other information regarding registrants that file electronically with the Commission, including the Corporation, and that address is (http://www.sec.gov).

Table of Contents

PART I: FINANCIAL INFORMATION

ITEM 3. QUANTITATIVE AND QUALITATIVE

DISCLOSURES ABOUT MARKET RISK

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

The information required under this item is included as part of Management’s Discussion and Analysis of Financial Condition and Results of Operations, under the headings “LIQUIDITY” and “INTEREST SENSITIVITY AND DISCLOSURE ABOUT MARKET RISK”.

Table of Contents

PART I: FINANCIAL INFORMATION

ITEM 4. CONTROLS AND PROCEDURES

At the end of the period covered by this report, we carried out an evaluation, under the supervision and with the participation of our management, including our Chief Executive Officer and Chief Financial Officer, of the effectiveness of the design and operation of our disclosure controls and procedures. Based upon that evaluation, our Chief Executive Officer and Chief Financial Officer concluded that our disclosure controls and procedures are effective. Disclosure controls and procedures are controls and procedures that are designed to ensure that information required to be disclosed in our reports filed or submitted under the Securities Exchange Act of 1934 are recorded, processed, summarized and reported within the time periods specified in the Securities and Exchange Commission’s rules and forms.

There have been no changes in the Corporation’s internal control over financial reporting identified in connection with the evaluation discussed above that occurred during the Corporation’s last fiscal quarter that have materially affected, or are reasonably likely to materially affect, the Corporation’s internal control over financial reporting.

Table of Contents

PART II: OTHER INFORMATION

ITEM 1., ITEM 1A., ITEM 2., ITEM 3., ITEM 4. AND ITEM 5.

(table dollar amounts in thousands, except share data)

ITEM 1. LEGAL PROCEEDINGS

On June 24, 2021, the Bank was named in a putative class action lawsuit filed in a Circuit Court in Delaware County, Indiana challenging the Bank’s checking account practices associated with its assessment of overdraft fees for certain debit card transactions. The relief sought by the plaintiff includes restitution, other monetary damages, and injunctive and declaratory relief. The plaintiff also seeks to have the case certified by the Court as a class action on behalf of all persons who are checking account holders at the Bank and who were assessed overdraft fees on certain debit card transactions. The Corporation believes the plaintiff’s claims are unfounded and intends to defend against them. At this stage of the litigation, it is not possible for the Corporation’s management to determine the probability of a material adverse outcome or reasonably estimate the amount of any potential loss.

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

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

ITEM 1A. RISK FACTORS

~~Except for the additional risk factors set forth below, there~~There have been no material changes to the risk factors previously disclosed in the Corporation’s Annual Report on Form 10-K for the year ended December 31, ~~2019.~~2020.

The ongoing COVID-19 pandemic and measures intended to prevent its spread have adversely impacted the Corporation’s business and financial results, and the ultimate impact will depend on future developments, which are highly uncertain and cannot be predicted, including the severity and duration of the pandemic and further actions taken by governmental authorities and other third parties to contain and treat the virus.

In March 2020, the World Health Organization declared novel coronavirus disease 2019 (COVID-19) as a global pandemic. Also in March 2020, the President of the Unites States declared the COVID-19 outbreak a national emergency. The health concerns relating to the COVID-19 outbreak and related governmental actions taken to reduce the spread of the virus have significantly impacted the global economy (including the states and local economies in which we operate), disrupted supply chains, lowered equity market valuations, and created significant volatility and disruption in financial markets. The outbreak has resulted in authorities implementing numerous measures to try to contain the virus, such as travel bans and restrictions, quarantines, shelter in place or total lock-down orders and business limitations and shutdowns. Such measures have significantly contributed to rising unemployment and negatively impacted consumer and business spending. As a result, the demand for the Corporation’s products and services has been, and will continue to be, significantly impacted. Furthermore, the pandemic has caused, and could continue to influence, the recognition of credit losses in the Corporation’s loan portfolios and increases in the Corporation’s allowance for credit losses as our customers are negatively impacted by the economic downturn. In addition, governmental actions have resulted in decreased interest rates and yields, which may lead to decreases in the Corporation’s net interest income and non-interest income.

As our banking regulators have encouraged us to work prudently with borrowers who are unable to meet their contractual payment obligations due to the effects of COVID-19, the Bank has implemented certain hardship relief programs (including payment deferrals, fee waivers, extensions of repayment terms, and other delays in payment). As a result, the Bank has made numerous short-term loan modifications for customers who are current and otherwise not past due. As provided under the CARES Act, these qualified loan modifications are currently exempt by law from classification as troubled debt restructures as defined by GAAP. The potential adverse impact resulting from the inability of customers to repay loans on a timely basis cannot be determined at this time. However, the extent of such impact, as reflected in the Corporation's financial statements, may be muted by these loan modifications, which would have the effect of delaying loan loss recognition until after any applicable deferral period.

The spread of COVID-19 has caused the Corporation to modify is business practices (including developing work from home and social distancing plans for our employees), and we may take further actions as may be required by government authorities or as we determine are in the best interests of our employees, customers and business partners. There is no certainty that such measures will be sufficient to mitigate the risks posed by the virus or will otherwise be satisfactory to government authorities. Furthermore, the Corporation’s business operations have been, and may again in the future be, disrupted due to vendors and third-party service providers being unable to work or provide services effectively, including because of illness, quarantines, government actions, or other restrictions in connection with the pandemic.

The extent to which the coronavirus outbreak impacts the Corporation’s business, results of operations and financial condition, as well as its regulatory capital and liquidity ratios, will depend on future developments, which are highly uncertain and are difficult to predict, including, but not limited to, the duration and spread of the outbreak, its severity, actions taken by governmental authorities and other third parties to contain and treat the virus, and how quickly and to what extent normal economic and operating conditions can resume. Moreover, the effects of the COVID-19 pandemic may heighten many of the other risks described in the section entitled “Risk Factors” in the Corporation’s Annual Report on Form 10-K for the year ended December 31, 2019, and any subsequent Quarterly Report on Form 10-Q or Current Report on Form 8-K. While we do not yet know the full extent of the COVID-19 impact, the negative effects on the Corporation’s business, results of operations and financial condition could be material.

~~Table of Contents~~

~~PART II: OTHER INFORMATION~~

~~ITEM 1., ITEM 1A., ITEM 2., ITEM 3., ITEM 4. AND ITEM 5.~~

~~(table dollar amounts in thousands, except share data)~~

As a participating lender in the Small Business Administration’s Paycheck Protection Program (the “PPP” or “program”), the Corporation and the Bank are subject to additional risks of litigation from the Bank’s clients or other parties in connection with the Bank’s processing of loans for the PPP and risks that the SBA may not fund some or all PPP loan guaranties.

On March 27, 2020, the CARES Act was enacted, which included a $349 billion loan program administered through the SBA referred to as the PPP. Under the PPP, small businesses, eligible nonprofits and certain others can apply for loans from existing SBA lenders and other approved regulated lenders that enroll in the program, subject to numerous limitations and eligibility criteria. Under the terms of the program, loans are to be fully guaranteed by the SBA. The Bank is participating as a lender in the PPP. Because of the short timeframe between the passing of the CARES Act and the April 3, 2020 opening of the PPP, there is some ambiguity in the laws, rules and guidance regarding the operation of the program, which exposes the Corporation to risks relating to noncompliance with the PPP. On or about April 16, 2020, the SBA notified lenders that the $349 billion earmarked for the PPP was exhausted. Congress has approved additional funding for the program and the related new legislation was enacted on April 24, 2020. Since the opening of the PPP, several larger banks have been subject to litigation relating to the policies and procedures that they used in processing applications for the program. The Corporation and the Bank may be exposed to the risk of litigation: (1) from both customers and non-customers that have approached the Bank in connection with PPP loans and its policies and procedures used in processing applications for the program; and (2) from agents of the PPP borrowers claiming they are entitled to a portion of the Bank's loan processing fees as a result of their assisting borrowers with their PPP loan applications. If any such litigation is filed against the Corporation or the Bank and is not resolved in a manner favorable to the Corporation or the Bank, it may result in significant financial liability or adversely affect the Corporation’s reputation. In addition, litigation can be costly, regardless of outcome. Any financial liability, litigation costs or reputational damage caused by PPP-related litigation could have a material adverse impact on our business, financial condition and results of operations.

The Bank also has credit risk on PPP loans if a determination is made by the SBA that there is a deficiency in the manner in which the loan was originated, funded, or serviced by the Bank, such as an issue with the eligibility of a borrower to receive a PPP loan, which may or may not be related to the ambiguity in the laws, rules and guidance regarding the operation of the program. In the event of a loss resulting from a default on a PPP loan and a determination by the SBA that there was a deficiency in the manner in which the PPP loan was originated, funded, or serviced by the Corporation, the SBA may deny its liability under the guaranty, reduce the amount of the guaranty, or, if it has already paid under the guaranty, seek recovery of any loss related to the deficiency from the Bank.

ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

a. None

b. None

c. Issuer Purchases of Equity Securities

The following table presents information relating to our purchases of equity securities during the three months ended June 30, ~~2020.~~2021.


Period	Total Number of Shares Purchased	Average Price Paid per Share		Total Number of Shares Purchased as part of Publicly announced Plans or Programs	Maximum Number of Shares that may yet be Purchased Under the Plans or Programs (1)
April, 2021	—	$	—	—	3,333,000
May, 2021	—	$	—	—	3,333,000
June, 2021	—	$	—	—	3,333,000

Period Total Number
of Shares
Purchased (i) Average
Price Paid
per Share Total Number of Shares
Purchased as part of Publicly announced Plans or Programs Maximum Number of Shares
that may yet be Purchased
Under the Plans or Programs
April, 2020 —
$ —
—
—
May, 2020 —
$ —
—
—
June, 2020 304
$ 26.16
—
—

~~(i) The~~(1) On January 27, 2021, the Board of Directors of the Corporation approved a stock repurchase program of up to 3,333,000 shares ~~repurchased were pursuant to net settlement by employees in satisfaction of income tax withholding obligations incurred through the vesting~~ of the Corporation's ~~restricted stock awards.~~outstanding common stock; provided, however, that the total aggregate investment in shares repurchased under the program may not exceed $100,000,000. The program does not have an expiration date. However, it may be discontinued by the Board at any time.

ITEM 3. DEFAULTS UPON SENIOR SECURITIES

None

ITEM 4. MINE SAFETY DISCLOSURES

Not Applicable

ITEM 5. OTHER INFORMATION

a. None

b. None

Table of Contents

PART II: OTHER INFORMATION

ITEM 6. EXHIBITS


Exhibit No:		Description of Exhibits:

~~Exhibit No:~~		~~Description of Exhibits:~~

3.1	First Merchants Corporation Articles of Incorporation, as amended (Incorporated by reference to registrant’s Form 8-K filed on May 2, 2017) (SEC No. 000-17071)
3.2		Bylaws of First Merchants Corporation dated August 11, 2016 (Incorporated by reference to registrant’s Form 10-K filed on March 1, 2017) (SEC No. 000-17071)
4.1		First Merchants Corporation Amended and Restated Declaration of Trust of First Merchants Capital Trust II dated as of July 2, 2007 (Incorporated by reference to registrant's Form 8-K filed on July 3, 2007) (SEC No. 000-17071)
4.2		Indenture dated as of July 2, 2007 (Incorporated by reference to registrant's Form 8-K filed on July 3, 2007) (SEC No. 000-17071)
4.3		Guarantee Agreement dated as of July 2, 2007 (Incorporated by reference to registrant's Form 8-K filed on July 3, 2007) (SEC No. 000-17071)
4.4		Form of Capital Securities Certification of First Merchants Capital Trust II (Incorporated by reference to registrant's Form 8-K filed on July 3, 2007) (SEC No. 000-17071)
4.5		First Merchants Corporation Dividend Reinvestment and Stock Purchase Plan (Incorporated by reference to registrant’s Prospectus filed pursuant to Rule 424(b)(3) on July 17, 2020) (SEC No. 333-229527)
4.6		Upon request, the registrant agrees to furnish supplementally to the Commission a copy of the instruments defining the rights of holders of its (a) 5.00% Fixed-to-Floating Rate Senior Notes due 2028 in the aggregate principal amount of $5 million and (b) 6.75% Fixed-to-Floating Rate Subordinated Notes due 2028 in aggregate principal amount of $65 million.
31.1		Certification of Chief Executive Officer Pursuant to Section 302 of the Sarbanes - Certification of Chief Executive Officer Pursuant to Section 302 of the Sarbanes - Oxley Act of 2002 (1)
31.2		Certification of Chief Financial Officer Pursuant to Section 302 of the Sarbanes - Oxley Act of 2002 (1)
32		Certifications Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (2)
101.INS		Inline XBRL Instance Document - the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document (1)
101.SCH		Inline XBRL Taxonomy Extension Schema Document (1)
101.CAL		Inline XBRL Taxonomy Extension Calculation Linkbase Document (1)
101.DEF		Inline XBRL Taxonomy Extension Definition Linkbase Document (1)
101.LAB		Inline XBRL Taxonomy Extension Label Linkbase Document (1)
101.PRE		Inline XBRL Taxonomy Extension Presentation Linkbase Document (1)
104		Cover Page Interactive Data File (formatted as Inline XBRL and included in Exhibit 101)

		(1) Filed herewith.
		(2) Furnished herewith.

Table of Contents

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.


		First Merchants Corporation
		(Registrant)


		~~First Merchants Corporation~~
	~~(Registrant)~~


August ~~7, 2020~~9, 2021	~~By:~~ ~~/s/ Michael C. Rechin~~
	~~Michael C. Rechin~~
	~~President and Chief Executive Officer~~
	~~(Principal Executive Officer)~~

~~August 7, 2020~~	~~By:~~by /s/ Mark K. Hardwick
		Mark K. Hardwick
		Chief Executive Officer
		(Principal Executive Officer)

August 9, 2021		by /s/ Michele M. Kawiecki
		Michele M. Kawiecki
		Executive Vice President,
	Chief Financial Officer ~~and Chief Operating Officer~~
		(Principal Financial and Accounting Officer)



	June 30, 2020		December 31, 2019
	(Unaudited)
ASSETS
Cash and cash equivalents	$	229,759	$	177,201
Interest-bearing time deposits	380,021		118,263
Investment securities available for sale	1,890,593		1,790,025
Investment securities held to maturity (fair value of $941,426 and $827,566)	898,786		806,038
Loans held for sale	901		9,037
Loans, net of allowance for loan losses of $121,119 and $80,284	9,177,422		8,379,026
Premises and equipment	112,548		113,055
Federal Home Loan Bank stock	28,736		28,736
Interest receivable	57,063		48,901
Goodwill	543,918		543,918
Other intangibles	31,937		34,962
Cash surrender value of life insurance	290,715		288,206
Other real estate owned	7,367		7,527
Tax asset, deferred and receivable	13,126		12,165
Other assets	156,486		100,194
TOTAL ASSETS	$	13,819,378	$	12,457,254
LIABILITIES
Deposits:
Noninterest-bearing	$	2,260,351	$	1,736,396
Interest-bearing	8,705,637		8,103,560
Total Deposits	10,965,988		9,839,956
Borrowings:
Federal funds purchased	—		55,000
Securities sold under repurchase agreements	181,150		187,946
Federal Home Loan Bank advances	400,817		351,072
Subordinated debentures and other borrowings	285,197		138,685
Total Borrowings	867,164		732,703
Interest payable	5,587		6,754
Other liabilities	171,544		91,404
Total Liabilities	12,010,283		10,670,817
COMMITMENTS AND CONTINGENT LIABILITIES
STOCKHOLDERS' EQUITY
Cumulative Preferred Stock, $1,000 par value, $1,000 liquidation value:
Authorized - 600 shares
Issued and outstanding - 125 shares	125		125
Common Stock, $.125 stated value:
Authorized - 100,000,000 shares
Issued and outstanding - 53,795,500 and 55,368,482 shares	6,724		6,921
Additional paid-in capital	1,002,962		1,054,997
Retained earnings	735,439		696,520
Accumulated other comprehensive income	63,845		27,874
Total Stockholders' Equity	1,809,095		1,786,437
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY	$	13,819,378	$	12,457,254



	Three Months Ended June 30, 2019
	Preferred			Common Stock				Additional						Accumulated Other
	Shares	Amount		Shares		Amount		Paid in Capital			Retained Earnings			Comprehensive Loss			Total
Balances, March 31, 2019	125	$	125	49,428,468		$	6,179	$	839,919		$	611,220		$	(1,595	)	$	1,455,848
Comprehensive income:
Net income	—	—		—		—		—			41,056			—			41,056
Other comprehensive income, net of tax	—	—		—		—		—			—			16,197			16,197
Cash dividends on common stock ($.26 per share)	—	—		—		—		—			(12,914		)	—			(12,914		)
Share-based compensation	—	—		4,978		1		843			—			—			844
Stock issued under employee benefit plans	—	—		5,908		—		188			—			—			188
Stock issued under dividend reinvestment and stock purchase plan	—	—		10,178		1		368			—			—			369
Stock options exercised	—	—		7,500		1		64			—			—			65
Restricted shares withheld for taxes	—	—		(438	)	—		(17		)	—			—			(17		)
Balances, June 30, 2019	125	$	125	49,456,594		$	6,182	$	841,365		$	639,362		$	14,602		$	1,501,636



	Six Months Ended June 30, 2019
	Preferred			Common Stock					Additional						Accumulated Other
	Shares	Amount		Shares		Amount			Paid in Capital			Retained Earnings			Comprehensive Loss			Total
Balances, December 31, 2018	125	$	125	49,349,800		$	6,169		$	840,052		$	583,336		$	(21,422	)	$	1,408,260
Comprehensive income:
Net income	—	—		—		—			—			79,873			—			79,873
Other comprehensive loss, net of tax	—	—		—		—			—			—			36,024			36,024
Cash dividends on common stock ($.48 per share)	—	—		—		—			—			(23,847		)	—			(23,847		)
Share-based compensation	—	—		108,638		14			1,811			—			—			1,825
Stock issued under employee benefit plans	—	—		11,247		1			361			—			—			362
Stock issued under dividend reinvestment and stock purchase plan	—	—		18,686		2			707			—			—			709
Stock options exercised	—	—		11,200		1			104			—			—			105
Restricted shares withheld or taxes	—	—		(42,977	)	(5		)	(1,670		)	—			—			(1,675		)
Balances, June 30, 2019	125	$	125	49,456,594		$	6,182		$	841,365		$	639,362		$	14,602		$	1,501,636



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



	Fair Value of Acquired Loans at Acquisition Date		Gross Contractual Amounts Receivable at Acquisition Date		Best Estimate at Acquisition Date of Contractual Cash Flows Not Expected to be Collected
Acquired receivables subject to ASC 310-30	$	3,531	$	6,840	$	2,733
Acquired receivables not subject to ASC 310-30	$	729,047	$	907,210	$	14,722



	2019
Total revenue (net interest income plus other income)	$	474,891
Net income available to common shareholders	$	161,228
Earnings per share:
Basic	$	2.89
Diluted	$	2.88



	Amortized Cost		Gross Unrealized Gains		Gross Unrealized Losses		Fair Value
Available for sale at June 30, 2020
U.S. Treasury	$	598	$	2	$	—	$	600
U.S. Government-sponsored agency securities	2,385		68		—		2,453
State and municipal	1,026,917		67,439		138		1,094,218
U.S. Government-sponsored mortgage-backed securities	761,391		28,870		27		790,234
Corporate obligations	3,031		57		—		3,088
Total available for sale	1,794,322		96,436		165		1,890,593
Held to maturity at June 30, 2020
U.S. Government-sponsored agency securities	10,100		3		—		10,103
State and municipal	374,214		23,779		43		397,950
U.S. Government-sponsored mortgage-backed securities	512,972		18,932		31		531,873
Foreign investment	1,500		—		—		1,500
Total held to maturity	898,786		42,714		74		941,426
Total Investment Securities	$	2,693,108	$	139,150	$	239	$	2,832,019



	Less than 12 Months				12 Months or Longer				Total
	Fair Value		Gross Unrealized Losses		Fair Value		Gross Unrealized Losses		Fair Value		Gross Unrealized Losses
Temporarily Impaired Available for Sale Securities at June 30, 2020
State and municipal	$	23,745	$	138	$	—	$	—	$	23,745	$	138
U.S. Government-sponsored mortgage-backed securities	15,239		27		—		—		15,239		27
Total Temporarily Impaired Available for Sale Securities	38,984		165		—		—		38,984		165
Temporarily Impaired Held to Maturity Securities at June 30,2020
State and municipal	2,633		43		—		—		2,633		43
U.S. Government-sponsored mortgage-backed securities	10,198		31		—		—		10,198		31
Total Temporarily Impaired Held to Maturity Securities	12,831		74		—		—		12,831		74
Total Temporarily Impaired Investment Securities	$	51,815	$	239	$	—	$	—	$	51,815	$	239



	June 30, 2020			December 31, 2019
Investments reported at less than historical cost:
Historical cost	$	52,054		$	398,172
Fair value	51,815			395,416
Gross unrealized losses	$	239		$	2,756
Percent of the Corporation's investment portfolio	1.9		%	15.2		%



	Three Months Ended June 30, 2020					Six Months Ended June 30, 2020
	Pre-Modification Recorded Balance		Post-Modification Recorded Balance		Number of Loans	Pre-Modification Recorded Balance		Post-Modification Recorded Balance		Number of Loans
Commercial and industrial loans	$	654	$	654	3	$	654	$	654	3
Real estate loans:
Commercial and farmland	565		565		2	565		565		2
Residential	300		337		6	300		337		6
Total	$	1,519	$	1,556	11	$	1,519	$	1,556	11



	Three Months Ended June 30, 2020
	Term Modification		Rate Modification		Combination		Total Modification
Commercial and industrial loans	$	652	$	—	$	—	$	652
Real estate loans:
Commercial and farmland	565		—		—		565
Residential	—		111		223		334
Total	$	1,217	$	111	$	223	$	1,551



	Three Months Ended June 30, 2020			Six Months Ended June 30, 2020
Accretable yield beginning balance	$	1,926		$	2,132
Additions	—			$	—
Accretion	(1,033		)	(1,418		)
Reclassification from nonaccretable	653			839
Disposals	—			(7		)
Accretable yield ending balance	$	1,546		$	1,546



	2019
Balance, January 1	$	445,355
Goodwill acquired	97,844
Measurement period adjustment	719
Balance, December 31	$	543,918



	Amortization Expense
2020	$	2,962
2021	5,429
2022	5,027
2023	4,827
2024	4,241
After 2024	9,451
	$	31,937



	Number of Shares		Weighted-Average Grant Date Fair Value
Unvested RSAs at January 1, 2020	351,048		$	40.67
Granted	14,657		$	27.00
Vested	(8,591	)	$	40.09
Forfeited	(525	)	$	40.44
Unvested RSAs at June 30, 2020	356,589		$	40.62



(Dollars in Thousands)	Remaining 2020		2021		2022		2023		2024		2025 and after		ASC 805 fair value adjustments at acquisition			Total
Operating leases	$	1,820	$	3,453	$	3,331	$	2,937	$	2,867	$	10,277	$	—		$	24,685
Securities sold under repurchase agreements	181,150		—		—		—		—		—		—			181,150
Federal Home Loan Bank advances	21,250		55,097		75,097		115,097		97		134,179		—			400,817
Subordinated debentures and other borrowings	—		—		166,936		—		—		122,012		(3,751		)	285,197
Total	$	204,220	$	58,550	$	245,364	$	118,034	$	2,964	$	266,468	$	(3,751	)	$	891,849



	June 30, 2020
	RISING	FALLING
Driver Rates	(200 Basis Points)	(100 Basis Points)
Prime	200	—
Federal funds	200	—
One-year CMT	200	(8	)
Three-year CMT	200	—
Five-year CMT	200	—
CD's	200	(19	)
FHLB advances	200	(1	)



Period	Total Number of Shares Purchased (i)	Average Price Paid per Share		Total Number of Shares Purchased as part of Publicly announced Plans or Programs	Maximum Number of Shares that may yet be Purchased Under the Plans or Programs
April, 2020	—	$	—	—	—
May, 2020	—	$	—	—	—
June, 2020	304	$	26.16	—	—