First Financial 10K 2017 Annual report

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-K



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

For the fiscal year ended December 31, 2017



¨	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 0-16759

FIRST FINANCIAL CORPORATION

(Exact name of registrant as specified in its charter)



INDIANA	35-1546989
(State of Incorporation)	(I.R.S. Employer Identification Number)
One First Financial Plaza Terre Haute, Indiana	47807
(Address of Registrant’s Principal Executive Offices)	(Zip Code)

(812) 238-6000

(Registrant’s Telephone Number, Including Area Code)

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



Title of each class	Name of Exchange on Which Registered
Common Stock, no par value	The NASDAQ Stock Market LLC (NASDAQ Global Select Market)

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

None

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

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

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

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes x No ¨

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. x

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See definition of “accelerated filer”, “large accelerated filer”, and “smaller reporting company” in Rule 12b-2 of the Exchange Act of 1934.

Large accelerated filer ¨ Accelerated filer x 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 7(a)(2)(B) of the Securities Act. ¨

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

As of June 30, 2017 the aggregate market value of the stock held by non-affiliates of the registrant based on the average bid and ask prices of such stock was $515,437,610. (For purposes of this calculation, the Corporation excluded the stock owned by certain beneficial owners and management and the Corporation’s Employee Stock Ownership Plan.)

Shares of Common Stock outstanding as of March 1, 2018—12,255,045 shares.

DOCUMENTS INCORPORATED BY REFERENCE

Portions of the Definitive Proxy Statement for the First Financial Corporation Annual Meeting of Shareholders to be held April 18, 2018 are incorporated by reference into Part III.

FIRST FINANCIAL CORPORATION

2017 ANNUAL REPORT ON FORM 10-K

TABLE OF CONTENTS



	PAGE
PART I
Item 1. Business	3
Item 1A. Risk Factors	14
Item 1B. Unresolved Staff Comments	22
Item 2. Properties	22
Item 3. Legal Proceedings	24
Item 4. Mine Safety Disclosures	24
PART II
Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities	24
Item 6. Selected Financial Data	26
Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations	26
Item 7A. Quantitative and Qualitative Disclosures about Market Risk	36
Item 8. Financial Statements and Supplementary Data	37
Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosures	89
Item 9A. Controls and Procedures	89
Item 9B. Other Information	89
PART III
Item 10. Directors, Executive Officers and Corporate Governance	89
Item 11. Executive Compensation	89
Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Shareholder Matters	90
Item 13. Certain Relationships and Related Transactions and Director Independence	90
Item 14. Principal Accountant Fees and Services	91
PART IV
Item 15. Exhibits and Financial Statement Schedules	91
Signatures	93
Exhibit 21
Exhibit 31.1
Exhibit 31.2
Exhibit 32.1
Exhibit 32.2

FIRST FINANCIAL CORPORATION

2017 ANNUAL REPORT ON FORM 10-K

PART I


ITEM 1.	BUSINESS

FORWARD-LOOKING STATEMENTS

A cautionary note about forward-looking statements: In its oral and written communication, First Financial Corporation from time to time includes forward-looking statements, within the meaning of the Private Securities Litigation Reform Act of 1995. Such forward-looking statements can include statements about estimated cost savings, plans and objectives for future operations and expectations about performance, as well as economic and market conditions and trends. They often can be identified by the use of words such as "expect," "may," "could," "intend," "project," "estimate," "believe" or "anticipate" or words of similar import. By their nature, forward-looking statements are based on assumptions and are subject to risks, uncertainties and other factors. Actual results may differ materially from those contained in the forward-looking statement. First Financial Corporation may include forward-looking statements in filings with the Securities and Exchange Commission, in other written materials such as this Annual Report and in oral statements made by senior management to analysts, investors, representatives of the media and others. It is intended that these forward-looking statements speak only as of the date they are made, and First Financial Corporation undertakes no obligation to update any forward-looking statement to reflect events or circumstances after the date on which the forward-looking statement is made or to reflect the occurrence of unanticipated events.

The discussion in Item 1A (Risk Factors) and Item 7 (Management's Discussion and Analysis of Results of Operations and Financial Condition) of this Annual Report on Form 10-K, lists some of the factors which could cause actual results to vary materially from those in any forward-looking statements. Other uncertainties which could affect First Financial Corporation's future performance include the effects of competition, technological changes and regulatory developments; changes in fiscal, monetary and tax policies; market, economic, operational, liquidity, credit and interest rate risks associated with First Financial Corporation's business; inflation; competition in the financial services industry; changes in general economic conditions, either nationally or regionally, resulting in, among other things, credit quality deterioration; and changes in securities markets. Investors should consider these risks, uncertainties and other factors in addition to those mentioned by First Financial Corporation in its other filings from time to time when considering any forward-looking statement.

GENERAL

First Financial Corporation (the “Corporation”) is a financial holding company. The Corporation was originally organized as an Indiana corporation in 1984 to operate as a bank holding company.

The Corporation, which is headquartered in Terre Haute, Indiana, offers a wide variety of financial services including commercial, mortgage and consumer lending, lease financing, trust account services, depositor services and insurance services through its four subsidiaries. At the close of business in 2017 the Corporation and its subsidiaries had 847 full-time equivalent employees.

The risk characteristics of each loan portfolio segment are as follows:

Commercial

Commercial loans are predominately loans to expand a business or finance asset purchases. The underlying risk in the Commercial loan segment is primarily a function of the reliability and sustainability of the cash flows of the borrower and secondarily on the underlying collateral securing the transaction. From time to time, the cash flows of borrowers may be less than historical or as planned. In addition, the underlying collateral securing these loans may fluctuate in value. Most commercial loans are secured by the assets financed or other business assets and most commercial loans are further supported by a personal guarantee. However, in some instances, short term loans are made on an unsecured basis. Agriculture production loans are typically secured by growing crops and generally secured by other assets such as farm equipment. Production loans are subject to weather and market pricing risks. The Corporation has established underwriting standards and guidelines for all commercial loan types.

underwritten utilizing estimated costs, feasibility studies, and estimated absorption rates, the underlying value of the project may change based upon the inaccuracy of these projections. Commercial construction loans are closely monitored, subject to industry standards, and disbursements are controlled during the construction process.

Residential

Retail real estate mortgages that are secured by 1-4 family residences are generally owner occupied and include residential real estate and residential real estate construction loans. The Corporation typically establishes a maximum loan-to-value ratio and generally requires private mortgage insurance if the ratio is exceeded. The Corporation sells substantially all of its long-term fixed mortgages to secondary market purchasers. Mortgages sold to secondary market purchasers are underwritten to specific guidelines. The Corporation originates some mortgages that are maintained in the bank’s loan portfolio. Portfolio loans are generally adjustable rate mortgages and are underwritten to conform to Qualified Mortgage standards. Several factors are considered in underwriting all Mortgages including the value of the underlying real estate, debt-to-income ratio and credit history of the borrower. Repayment is primarily dependent upon the personal income of the borrower and can be impacted by changes in borrower’s circumstances such as changes in employment status and changes in real estate property values. Risk is mitigated by the sale of substantially all long-term fixed rate mortgages, the underwriting of portfolio loans to Qualified Mortgage standards and the fact that mortgages are generally smaller individual amounts spread over a large number of borrowers.

Consumer

The consumer portfolio primarily consists of home equity loans and lines (typically secured by a subordinate lien on a 1-4 family residence), secured loans (typically secured by automobiles, boats, recreational vehicles, or motorcycles), cash/CD secured, and unsecured loans. Pricing, loan terms, and loan to value guidelines vary by product line. The underlying value of collateral dependent loans may vary based on a number of economic conditions, including fluctuations in home prices and unemployment levels. Underwriting of consumer loans is based on the individual credit profile and analysis of the debt repayment capacity for each borrower. Payments for consumer loans is typically set-up on equal monthly installments, however, future repayment may be impacted by a change in economic conditions or a change in the personal income levels of individual customers. Overall risks within the consumer portfolio are mitigated by the mix of various loan products, lending in various markets and the overall make-up of the portfolio (small loan sizes and a large number of individual borrowers).

COMPANY PROFILE

First Financial Bank, N.A. (the “Bank”) is the largest bank in Vigo County, Ind. It operates 11 full-service banking branches within the county; three in Clay County, Ind.; one in Daviess County, Ind.; one in Gibson County, Ind.; one in Greene County, Ind.; three in Knox County, Ind.; four in Parke County, Ind.; one in Putnam County, Ind., four in Sullivan County, Ind.; one in Vanderburgh, County.; four in Vermillion County, Ind.; four in Champaign County, Illinois; one in Clark County, Ill.; three in Coles County, Ill.; two in Crawford County, Ill.; two in Franklin County, Ill.; one in Jasper County, Ill.; two in Jefferson County, Ill.; one in Lawrence County, Ill.; two in Livingston County, Illinois; two in Marion County, Ill.; one in Montgomery County, Ill.; three in McLean County, Illinois; two in Richland County, Ill.; six in Vermilion County, Ill.; and one in Wayne County, Ill. In addition to its branches, it has a main office in downtown Terre Haute and a 50,000-square-foot commercial building on South Third Street in Terre Haute, which serves as the Corporation's operations center and provides additional office space. The Morris Plan Company of Terre Haute, Inc. (“Morris Plan”) has one office and is located in Vigo County. First Chanticleer Corporation has one building located in Terre Haute, Indiana. FFB Risk Management Co., Inc. located in Las Vegas, Nevada is a captive insurance subsidiary which insures various liability and property damage policies for First Financial Corporation subsidiaries.

COMPETITION

First Financial Bank and Morris Plan face competition from other financial institutions. These competitors consist of commercial banks, a mutual savings bank and other financial institutions, including consumer finance companies, insurance companies, brokerage firms and credit unions.

The Corporation's business activities are centered in west-central Indiana and east-central Illinois. The Corporation has no foreign activities other than periodically investing available funds in time deposits held in foreign branches of domestic banks.

REGULATION AND SUPERVISION

The Corporation and its subsidiaries operate in highly regulated environments and are subject to supervision and regulation by several governmental regulatory agencies, including the Board of Governors of the Federal Reserve System (the “Federal Reserve”), the Office of the Comptroller of the Currency (the “OCC”), the Federal Deposit Insurance Corporation (the “FDIC”), and the Indiana Department of Financial Institutions (the “DFI”). The laws and regulations established by these agencies are generally intended to protect depositors, not shareholders. Changes in applicable laws, regulations, governmental policies, income tax laws and accounting principles may have a material effect on the Corporation’s business and prospects. The following summary is qualified by reference to the statutory and regulatory provisions discussed.

The Dodd-Frank Act

The Dodd-Frank Wall Street Reform and Consumer Protection Act (the “Dodd-Frank Act” or “Dodd-Frank”), which was enacted in July 2010, significantly restructured the financial regulatory regime in the United States. Although the Dodd-Frank Act’s provisions that have received the most public attention generally have been those applying to or more likely to affect larger institutions such as bank holding companies with total consolidated assets of $50 billion or more, it contains numerous other provisions that affect all bank holding companies and banks, including the Corporation, the Bank, and Morris Plan, some of which are described in more detail below.

Because full implementation of the Dodd-Frank Act will occur over several years, it is difficult to anticipate the overall financial impact on the Corporation, its customers or the financial industry generally. However, the impact is expected to be substantial and may have an adverse impact on the Corporation’s financial performance and growth opportunities.

The Volcker Rule

The Dodd-Frank Act requires the federal financial regulatory agencies to adopt rules that prohibit banks and their affiliates from engaging in proprietary trading and investing in and sponsoring certain unregistered investment companies (defined as hedge funds and private equity funds). The statutory provision is commonly called the “Volcker Rule”. Although the Corporation is continuing to evaluate the impact of the Volcker Rule and the final rules adopted thereunder, the Corporation does not currently anticipate that the Volcker Rule will have a material effect on the operations of the Bank, Morris Plan, or their respective subsidiaries, as the Corporation does not engage in the businesses prohibited by the Volcker Rule. The Corporation may incur costs to adopt additional policies and systems to ensure compliance with the Volcker Rule, but any such costs are not expected to be material.

Consumer Financial Protection Bureau

The Consumer Financial Protection Bureau (the “CFPB”), created by the Dodd-Frank Act, is responsible for administering federal consumer financial protection laws. The CFPB, which began operations on July 21, 2011, is an independent bureau within the Federal Reserve and has broad rule-making, supervisory and examination authority to set and enforce rules in the consumer protection area over financial institutions that have assets of $10 billion or more. The CFPB also has data collecting powers for fair lending purposes for both small business and mortgage loans, as well as authority to prevent unfair, deceptive and abusive practices. Abusive acts or practices are defined as those that:


(1)	materially interfere with a consumer’s ability to understand a term or condition of a consumer financial product or service, or


(2)	take unreasonable advantage of a consumer’s:


•	lack of financial savvy,


•	inability to protect himself in the selection or use of consumer financial products or services,


•	reasonable reliance on a covered entity to act in the consumer’s interests.

The CFPB has the authority to investigate possible violations of federal consumer financial law, hold hearings and commence civil litigation. The CFPB can issue cease-and-desist orders against banks and other entities that violate consumer financial laws. The CFPB may also institute a civil action against an entity in violation of federal consumer financial law in order to impose a civil penalty or an injunction.

BASEL III

In July 2013, the federal banking agencies published the Basel III Capital Rules establishing a new comprehensive capital framework for U.S. banking organizations. The rules implement the Basel Committee’s December 2010 framework known as “Basel III” for strengthening international capital standards as well as certain provisions of the Dodd-Frank Act.

The Basel III Capital Rules became effective on January 1, 2015 (subject to a phase-in period) and, among other things, introduced a new capital measure known as “Common Equity Tier 1” (“CET1”), which generally consists of common equity Tier 1 capital instruments and related surplus, retained earnings, and common equity Tier 1 minority interests, minus certain adjustments and deductions.

The Basel III Capital Rules provide for a number of deductions from and adjustments to CET1. These include, for example, the requirement that mortgage servicing rights, deferred tax assets arising from temporary differences that could not be realized through net operating loss carrybacks and significant investments in non-consolidated financial entities be deducted from CET1 to the extent that any one such category exceeds 10% of CET1 or all such categories in the aggregate exceed 15% of CET1. Under the former capital standards, the effects of accumulated other comprehensive income items included in capital were excluded for the purposes of determining regulatory capital ratios. Under the Basel III Capital Rules, the effects of certain accumulated other comprehensive items are not excluded; however, non-advanced approaches banking organizations, including the Corporation, may make a one-time permanent election to continue to exclude these items. The Corporation, the Bank and Morris Plan all made this election in order to avoid significant variations in the level of capital depending upon the impact of interest rate fluctuations on the fair value of the Corporation’s available-for-sale securities portfolio. The Basel III Capital Rules also preclude certain hybrid securities, such as trust preferred securities, as Tier 1 capital of bank holding companies, subject to phase-out. The Corporation has no trust preferred securities. Implementation of the deductions and other adjustments to CET1 began on January 1, 2015 and will be phased-in over a four-year period (beginning at 40% on January 1, 2015 and an additional 20% per year thereafter).

The Basel III Capital Rules prescribe a standardized approach for risk weightings that expand the risk-weighting categories from the current four Basel I-derived categories (0%, 20%, 50% and 100%) to a much larger and more risk-sensitive number of categories, depending on the nature of the assets, generally ranging from 0% for U.S. government and agency securities, to 600% for certain equity exposures, and resulting in higher risk weights for a variety of asset categories. Specifics changes from former capital rules impacting the Corporation’s determination of risk-weighted assets include, among other things:


•	Applying a 150% risk weight instead of a 100% risk weight for certain high volatility commercial real estate acquisition, development and construction loans;


•	Assigning a 150% risk weight to exposures (other than residential mortgage exposures) that are 90 days past due;


•	Providing for a 20% credit conversion factor for the unused portion of a commitment with an original maturity of one year or less that is not unconditionally cancellable (currently set at 0%); and


•	Providing for a risk weight, generally not less than 20% with certain exceptions, for securities lending transactions based on the risk weight category of the underlying collateral securing the transaction.

When fully phased in on January 1, 2019, the Basel III Capital Rules will require the Corporation and its banking subsidiaries to maintain:


•	a minimum ratio of CET1 to risk-weighted assets of at least 4.5%, plus a 2.5% “capital conservation buffer” (which is added to the 4.5% CET1 ratio as that buffer is phased in, effectively resulting in a minimum ratio of CET1 to risk-weighted assets of at least 7% upon full implementation);


•	a minimum ratio of Tier 1 capital to risk-weighted assets of at least 6.0%, plus the capital conservation buffer (which is added to the 6.0% Tier 1 capital ratio as that buffer is phased in, effectively resulting in a minimum Tier 1 capital ratio of 8.5% upon full implementation);


•	a minimum ratio of Total capital (that is, Tier 1 plus Tier 2) to risk-weighted assets of at least 8.0%, plus the capital conservation buffer (which is added to the 8.0% total capital ratio as that buffer is phased in, effectively resulting in a minimum total capital ratio of 10.5% upon full implementation), and


•	a minimum leverage ratio of 4%, calculated as the ratio of Tier 1 capital to average assets.

The capital conservation buffer is designed to absorb losses during periods of economic stress. Banking institutions with a ratio of CET1 to risk-weighted assets above the minimum but below the conservation buffer (or below the combined capital conservation buffer and countercyclical capital buffer, when the latter is applied) will face constraints on dividends, equity repurchases and compensation based on the amount of the shortfall. The implementation of the capital conservation buffer began on January 1, 2016 at the 0.625% level and will be phased in over a four-year period (increasing by that amount on each subsequent January 1, until it reaches 2.5% on January 1, 2019).

Under the Basel III Capital Rules, the minimum capital ratios as of January 1, 2017 are as follows:


•	5.75% CET1 to risk-weighted assets;


•	7.25% Tier 1 capital to risk-weighted assets; and


•	9.25% Total capital to risk-weighted assets.

Certain regulatory capital ratios for the Corporation as of December 31, 2017, are shown below:


•	17.01% CET1 to risk-weighted assets;


•	17.01% Tier 1 capital to risk-weighted assets;


•	17.88% Total capital to risk-weighted assets; and


•	13.31% leverage ratio.

Certain regulatory capital ratios for the Bank as of December 31, 2017, are shown below:


•	16.56% CET1 to risk-weighted assets;


•	16.56% Tier 1 capital to risk-weighted assets;


•	17.30% Total capital to risk-weighted assets; and


•	12.81% leverage ratio.

Certain regulatory capital ratios for Morris Plan as of December 31, 2017, are shown below:


•	32.63% CET1 to risk-weighted assets;


•	32.63% Tier 1 capital to risk-weighted assets;


•	33.93% Total capital to risk-weighted assets; and


•	28.66% leverage ratio.

The Corporation

The Bank Holding Company Act. Because the Corporation owns all of the outstanding capital stock of the Bank, it is registered as a bank holding company under the Federal Bank Holding Company Act of 1956 (“Act”) and is subject to periodic examination by the Federal Reserve and required to file periodic reports of its operations and any additional information that the Federal Reserve may require.

In general, the Act limits the business of bank holding companies to banking, managing or controlling banks and other activities that the Federal Reserve has determined to be so closely related to banking as to be a proper incident thereto. In addition, bank holding companies that qualify and elect to be financial holding companies such as the Corporation, may engage in any activity, or acquire and retain the shares of a company engaged in any activity, that is either (i) financial in nature or incidental to such financial activity (as determined by the Federal Reserve in consultation with the Secretary of the Treasury) or (ii) complementary to a financial activity and does not pose a substantial risk to the safety and soundness of depository institutions or the financial system generally (as solely determined by the Federal Reserve), without prior approval of the Federal Reserve.

Investments, Control, and Activities. With some limited exceptions, the Bank Holding Company Act requires every bank holding company to obtain the prior approval of the Federal Reserve before acquiring another bank holding company or acquiring more than five percent of the voting shares of a bank (unless it already owns or controls the majority of such shares).

Bank holding companies are prohibited, with certain limited exceptions, from engaging in activities other than those of banking or of managing or controlling banks. They are also prohibited from acquiring or retaining direct or indirect ownership or control of voting shares or assets of any company which is not a bank or bank holding company, other than subsidiary companies furnishing services to or performing services for their subsidiaries, and other subsidiaries engaged in activities which the Federal Reserve

determines to be so closely related to banking or managing or controlling banks as to be incidental to these operations. The Bank Holding Company Act does not place territorial restrictions on the activities of such nonbanking-related activities.

Bank holding companies which meet certain management, capital, and Community Reinvestment Act of 1977 (“CRA”) standards may elect to become a financial holding company, which would allow them to engage in a substantially broader range of nonbanking activities than is permitted for a bank holding company, including insurance underwriting and making merchant banking investments in commercial and financial companies.

The Corporation is a financial holding company (“FHC”) within the meaning of the Gramm-Leach-Bliley Financial Modernization Act of 1999 (“GLB Act”). The GLB Act restricts the business of FHC’s to financial and related activities, and provides the following:



		·		it allows bank holding companies that qualify as “financial holding companies” to engage in a broad range of financial and related activities;
		·		it allows insurers and other financial services companies to acquire banks;
		·		it removes various restrictions that applied to bank holding company ownership of securities firms and mutual fund advisory companies; and
		·		it establishes the overall regulatory structure applicable to bank holding companies that also engage in insurance and securities operations.

As a qualified FHC, the Corporation is eligible to engage in, or acquire companies engaged in, the broader range of activities that are permitted by the GLB Act. These activities include those that are determined to be “financial in nature,” including insurance underwriting, securities underwriting and dealing, and making merchant banking investments in commercial and financial companies. If any of the Corporation’s banking subsidiaries ceases to be “well capitalized” or “well managed” under applicable regulatory standards, the Federal Reserve Board may, among other things, place limitations on the Corporation’s ability to conduct these broader financial activities or, if the deficiencies persist, require the divestiture of the banking subsidiary. In addition, if any of the Corporation’s banking subsidiaries receives a rating of less than satisfactory under the CRA, the Corporation would be prohibited from engaging in any additional activities other than those permissible for bank holding companies that are not financial holding companies. The Corporation’s banking subsidiaries currently meet these capital, management and CRA requirements.

Dividends. The Federal Reserve's policy is that a bank holding company experiencing earnings weakness should not pay cash dividends exceeding its net income or which could only be funded in ways that weaken the bank holding company's financial health, such as by borrowing. Additionally, the Federal Reserve possesses enforcement powers over bank holding companies and their non-bank subsidiaries to prevent or remedy actions that represent unsafe or unsound practices or violations of applicable statutes and regulations. Among these powers is the ability to proscribe the payment of dividends by banks and bank holding companies.

Source of Strength. In accordance with Federal Reserve policy, the Corporation is expected to act as a source of financial strength to the Bank and Morris Plan and to commit resources to support the Bank and Morris Plan in circumstances in which the Corporation might not otherwise do so.

Sarbanes-Oxley Act of 2002. The Sarbanes-Oxley Act of 2002 (the “Sarbanes-Oxley Act”) represents a comprehensive revision of laws affecting corporate governance, accounting obligations and corporate reporting. Among other requirements, the Sarbanes-Oxley Act established: (i) requirements for audit committees of public companies, including independence and expertise standards; (ii) additional responsibilities regarding financial statements for the chief executive officers and chief financial officers of reporting companies; (iii) standards for auditors and regulation of audits; (iv) increased disclosure and reporting obligations for reporting companies regarding various matters relating to corporate governance, and (v) new and increased civil and criminal penalties for violation of the securities laws.

The Bank and Morris Plan

General Regulatory Supervision. The Bank is a national bank organized under the laws of the United States of America and is subject to the supervision of the OCC, whose examiners conduct periodic examinations of the Bank. The Bank must undergo regular on-site examinations by the OCC and must submit quarterly and annual reports to the OCC concerning its activities and financial condition.

Morris Plan is an Indiana-chartered institution and is subject to the supervision of the FDIC and the DFI, whose examiners conduct periodic examinations of Morris Plan. Morris Plan must undergo regular on-site examinations by the FDIC and the DFI and must submit quarterly and annual reports to the FDIC and the DFI concerning its activities and financial condition.

The deposits of the Bank and Morris Plan are insured by the FDIC and are subject to the FDIC's rules and regulations respecting the insurance of deposits. See “Deposit Insurance”.

Lending Limits. The total loans and extensions of credit to a borrower outstanding at one time and not fully secured may not exceed 15 percent of the bank's capital and unimpaired surplus. In addition, the total amount of outstanding loans and extensions of credit to any borrower outstanding at one time and fully secured by readily marketable collateral may not exceed 10 percent of the unimpaired capital and unimpaired surplus of the bank (this limitation is separate from and in addition to the above limitation). If a loan is secured by United States obligations, such as treasury bills, it is not subject to this legal lending limit.

Deposit Insurance. The Dodd-Frank Act has permanently increased the maximum amount of deposit insurance for financial institutions per insured depositor to $250,000.

The deposits of the Bank and Morris Plan are insured up to the applicable limits under the Deposit Insurance Fund (“DIF”). The FDIC maintains the DIF by assessing depository institutions an insurance premium. Pursuant to the Dodd-Frank Act, the FDIC is required to set a DIF reserve ratio of 1.35% of estimated insured deposits and is required to achieve this ratio by September 30, 2020.

In connection with the Dodd-Frank Act’s requirement that insurance assessments be based on assets, the FDIC bases assessments on an institution’s average consolidated assets (less average tangible equity) as opposed to its deposit level. This may shift the burden of deposit premiums toward larger depository institutions which rely on funding sources other than U.S. deposits.

Under the FDIC’s risk-based assessment system, insured institutions are required to pay deposit insurance premiums based on the risk that each institution poses to the DIF. An institution’s risk to the DIF is measured by its regulatory capital levels, supervisory evaluations, and certain other factors. An institution’s assessment rate depends upon the risk category to which it is assigned. As noted above, pursuant to the Dodd-Frank Act, the FDIC will calculate an institution’s assessment level based on its total average consolidated assets during the assessment period less average tangible equity (i.e., Tier 1 capital) as opposed to an institution’s deposit level which was the previous basis for calculating insurance assessments. Pursuant to the Dodd-Frank Act, institutions will be placed into one of four risk categories for purposes of determining the institution’s actual assessment rate. The FDIC will determine the risk category based on the institution’s capital position (well capitalized, adequately capitalized, or undercapitalized) and supervisory condition (based on exam reports and related information provided by the institution’s primary federal regulator). The Bank paid a total FDIC assessment of $895 thousand and Morris Plan paid a total FDIC assessment of $20 thousand in 2017.

In addition to the FDIC insurance premiums, the Bank and the Morris Plan are required to make quarterly payments on bonds issued by the Financing Corporation (“FICO”), an agency of the Federal government established to recapitalize a predecessor deposit insurance fund. These assessments will continue until the FICO bonds are repaid.

Transactions with Affiliates and Insiders. Pursuant to Sections 23A and 23B of the Federal Reserve Act and Regulation W, the Bank and Morris Plan are subject to limitations on the amount of loans or extensions of credit to, or investments in, or certain other transactions with, affiliates (including the Corporation) and insiders and on the amount of advances to third parties collateralized by the securities or obligations of affiliates. Furthermore, within the foregoing limitations as to amount, each covered transaction must meet specified collateral requirements. Compliance is also required with certain provisions designed to avoid the taking of low quality assets. The Bank and Morris Plan are also prohibited from engaging in certain transactions with certain affiliates and insiders unless the transactions are on terms substantially the same, or at least as favorable to such institution or its subsidiaries, as those prevailing at the time for comparable transactions with nonaffiliated companies.

Extensions of credit by the Bank or Morris Plan to their executive officers, directors, certain principal shareholders, and their related interests must:


•	be made on substantially the same terms, including interest rates and collateral, as those prevailing at the time for comparable transactions with third parties; and


•	not involve more than the normal risk of repayment or present other unfavorable features.

The Dodd-Frank Act also included specific changes to the law related to the definition of a “covered transaction” in Sections 23A and 23B and limitations on asset purchases from insiders. With respect to the definition of a “covered transaction,” the Dodd-Frank Act now defines that term to include the acceptance of debt obligations issued by an affiliate as collateral for an institution’s

loan or extension of credit to another person or company. In addition, a “derivative transaction” with an affiliate is now deemed to be a “covered transaction” to the extent that such a transaction causes an institution or its subsidiary to have a credit exposure to the affiliate. A separate provision of the Dodd-Frank Act states that an insured depository institution may not “purchase an asset from, or sell an asset to” a bank insider (or their related interests) unless (1) the transaction is conducted on market terms between the parties and (2) if the proposed transaction represents more than 10 percent of the capital stock and surplus of the insured institution, it has been approved in advance by a majority of the institution’s non-interested directors.

Dividends. Applicable law provides that a financial institution, such as the Bank or Morris Plan, may pay dividends from its undivided profits in an amount declared by its Board of Directors, subject to prior regulatory approval if the proposed dividend, when added to all prior dividends declared during the current calendar year, would be greater than the current year's net income and retained earnings for the previous two calendar years.

Federal law generally prohibits the Bank or Morris Plan from paying a dividend to the Corporation if it would thereafter be undercapitalized. The FDIC may prevent a financial institution from paying dividends if it is in default of payment of any assessment due to the FDIC. In addition, payment of dividends by a bank may be prevented by the applicable federal regulatory authority if such payment is determined, by reason of the financial condition of such bank, to be an unsafe and unsound banking practice.

Community Reinvestment Act. The CRA requires that the federal banking regulators evaluate the records of a financial institution in meeting the credit needs of its local community, including low and moderate income neighborhoods. These factors are also considered in evaluating mergers, acquisitions, and applications to open a branch or facility. Failure to adequately meet these criteria could result in the imposition of additional requirements and limitations on the Bank or on Morris Plan.

Interest Rate and Market Risk. The federal bank regulators also have issued a joint policy statement to provide guidance on sound practices for managing interest rate risk. The statement sets forth the factors the federal regulatory examiners will use to determine the adequacy of a bank's capital for interest rate risk. These qualitative factors include the adequacy and effectiveness of the bank's internal interest rate risk management process and the level of interest rate exposure. Other qualitative factors that will be considered include the size of the bank, the nature and complexity of its activities, the adequacy of its capital and earnings in relation to the bank's overall risk profile, and its earning exposure to interest rate movements. The interagency supervisory policy statement describes the responsibilities of a bank's board of directors in implementing a risk management process and the requirements of the bank's senior management in ensuring the effective management of interest rate risk. Further, the statement specifies the elements that a risk management process must contain.

The federal banking regulators have also issued regulations revising the risk-based capital standards to include a supervisory framework for measuring market risk. The effect of these regulations is that any bank holding company or bank which has significant exposure to market risk must measure such risk using its own internal model, subject to the requirements contained in the regulations, and must maintain adequate capital to support that exposure. These regulations apply to any bank holding company or bank whose trading activity equals 10% or more of its total assets, or whose trading activity equals $1 billion or more. Examiners may require a bank holding company or bank that does not meet the applicability criteria to comply with the capital requirements if necessary for safety and soundness purposes. These regulations contain supplemental rules to determine qualifying and excess capital, calculate risk-weighted assets, calculate market risk-equivalent assets and calculate risk-based capital ratios adjusted for market risk.

Prompt Corrective Action. The Federal Deposit Insurance Act, as amended (“FDIA”), requires among other things, the federal banking agencies to take “prompt corrective action” in respect of depository institutions that do not meet minimum capital requirements. The FDIA includes the following five capital tiers: “well capitalized,” “adequately capitalized,” “undercapitalized,” “significantly undercapitalized” and “critically undercapitalized.” A depository institution’s capital tier will depend upon how its capital levels compare with various relevant capital measures and certain other factors, as established by regulation. The relevant capital measures are the total risk-based capital ratio, the Tier 1 risk-based capital ratio, the common equity Tier 1 risk-based capital ratio and the leverage ratio.

A bank will be (i) “well capitalized” if the institution has a total risk-based capital ratio of 10.0% or greater, a Tier 1 risk-based capital ratio of 8.0% or greater, a common equity tier 1 risk-based capital ratio of 6.5% or greater and a leverage ratio of 5.0% or greater, and is not subject to any order or written directive by any such regulatory authority to meet and maintain a specific capital level for any capital measure; (ii) “adequately capitalized” if the institution has a total risk-based capital ratio of 8.0% or greater, a Tier 1 risk-based capital ratio of 6.0% or greater, a common equity Tier 1 risk-based capital ratio of 4.5% or greater and a leverage ratio of 4.0% or greater and is not “well capitalized”; (iii) “undercapitalized” if the institution has a total risk-based capital ratio that is less than 8.0%, a Tier 1 risk-based capital ratio of less than 6.0%, a common equity Tier 1 risk-based capital ratio of 4.5%, or a leverage ratio of less than 4.0%; (iv) “significantly undercapitalized” if the institution has a total risk-based capital ratio of less than 6.0%, a Tier 1 risk-based capital ratio of less than 4.5%, a common equity Tier 1 risk-based capital ratio of less than

3.0%, or a leverage ratio of less than 3.0%; and (v) “critically undercapitalized” if the institution’s tangible equity is equal to or less than 2.0% of average quarterly tangible assets. An institution may be downgraded to, or deemed to be in, a capital category that is lower than indicated by its capital ratios if it is determined to be in an unsafe or unsound condition or if it receives an unsatisfactory examination rating with respect to certain matters. A bank’s capital category is determined solely for the purpose of applying prompt corrective action regulations, and the capital category may not constitute an accurate representation of the bank’s overall financial condition or prospects for other purposes.

The FDIA generally prohibits a depository institution from making any capital distributions (including payment of a dividend) or paying any management fee to its parent holding company if the depository institution would thereafter be “undercapitalized.” “Undercapitalized” institutions are subject to growth limitations and are required to submit a capital restoration plan. The agencies may not accept such a plan without determining, among other things, that the plan is based on realistic assumptions and is likely to succeed in restoring the depository institution’s capital. In addition, for a capital restoration plan to be acceptable, the depository institution’s parent holding company must guarantee that the institution will comply with such capital restoration plan. The bank holding company must also provide appropriate assurances of performance. The aggregate liability of the parent holding company is limited to the lesser of (i) an amount equal to 5.0% of the depository institution’s total assets at the time it became undercapitalized and (ii) the amount which is necessary (or would have been necessary) to bring the institution into compliance with all capital standards applicable with respect to such institution as of the time it fails to comply with the plan. If a depository institution fails to submit an acceptable plan, it is treated as if it is “significantly undercapitalized.”

“Significantly undercapitalized” depository institutions may be subject to a number of requirements and restrictions, including orders to sell sufficient voting stock to become “adequately capitalized,” requirements to reduce total assets, and cessation of receipt of deposits from correspondent banks. “Critically undercapitalized” institutions are subject to the appointment of a receiver or conservator.

The appropriate federal banking agency may, under certain circumstances, reclassify a well-capitalized insured depository institution as adequately capitalized. The FDIA provides that an institution may be reclassified if the appropriate federal banking agency determines (after notice and opportunity for hearing) that the institution is in an unsafe or unsound condition or deems the institution to be engaging in an unsafe or unsound practice.

The appropriate agency is also permitted to require an adequately capitalized or undercapitalized institution to comply with the supervisory provisions as if the institution were in the next lower category (but not treat a significantly undercapitalized institution as critically undercapitalized) based on supervisory information other than the capital levels of the institution.

The Corporation believes that, as of December 31, 2017, the Bank and Morris Plan were each “well capitalized” based on the aforementioned ratios.

Incentive Compensation. The Dodd-Frank Act requires the federal bank regulatory agencies and the SEC to establish joint regulations or guidelines prohibiting incentive-based payment arrangements at specified regulated entities, such as the Corporation and the Bank, having at least $1 billion in total assets that encourage inappropriate risks by providing an executive officer, employee, director or principal shareholder with excessive compensation, fees, or benefits or that could lead to material financial loss to the entity. In addition, these regulators must establish regulations or guidelines requiring enhanced disclosure to regulators of incentive-based compensation arrangements. The agencies proposed such regulations in April 2011, but the regulations have not been finalized. If the regulations are adopted in the form initially proposed, they will impose limitations on the manner in which the Corporation may structure compensation for its executives.

The Federal Reserve Board, OCC and FDIC have issued a comprehensive final guidance on incentive compensation policies intended to ensure that the incentive compensation policies of banking organizations do not undermine the safety and soundness of such organizations by encouraging excessive risk-taking. The guidance, which covers all employees that have the ability to materially affect the risk profile of an organization, either individually or as part of a group, is based upon the key principles that a banking organization’s incentive compensation arrangements should (i) provide incentives that do not encourage risk-taking beyond the organization’s ability to effectively identify and manage risks, (ii) be compatible with effective internal controls and risk management, and (iii) be supported by strong corporate governance, including active and effective oversight by the organization’s board of directors. These three principles are incorporated into the proposed joint compensation regulations under the Dodd-Frank Act, discussed above.

The Federal Reserve Board will review, as part of the regular, risk-focused examination process, the incentive compensation arrangements of banking organizations, such as the Corporation, that are not “large, complex banking organizations.” These reviews will be tailored to each organization based on the scope and complexity of the organization’s activities and the prevalence of

incentive compensation arrangements. The findings of the supervisory initiatives will be included in reports of examination. Deficiencies will be incorporated into the organization’s supervisory ratings, which can affect the organization’s ability to make acquisitions and take other actions. Enforcement actions may be taken against a banking organization if its incentive compensation arrangements, or related risk-management control or governance processes, pose a risk to the organization’s safety and soundness and the organization is not taking prompt and effective measures to correct the deficiencies.

Ability-to-Repay Requirement and Qualified Mortgage Rule. The Dodd-Frank Act contains additional provisions that affect consumer mortgage lending. First, it significantly expands underwriting requirements applicable to loans secured by 1-4 family residential real property and augments federal law combating predatory lending practices. In addition to numerous new disclosure requirements, the Dodd-Frank Act imposes new standards for mortgage loan originations on all lenders, including banks and savings associations, in an effort to encourage lenders to verify a borrower’s ability to repay, while also establishing a presumption of compliance for certain “qualified mortgages.” Most significantly, the new standards limit the total points and fees that the Bank and/or a broker may charge on conforming and jumbo loans to 3% of the total loan amount.

The CFPB has issued a final rule that implements the Dodd-Frank Act’s ability-to-repay requirements, and clarifies the presumption of compliance for “qualified mortgages.” Further, the final rule also clarifies that qualified mortgages do not include “no-doc” loans and loans with negative amortization, interest-only payments, balloon payments, terms in excess of 30 years, or points and fees paid by the borrower that exceed 3% of the loan amount, subject to certain exceptions. In addition, for qualified mortgages, the monthly payment must be calculated on the highest payment that will occur in the first five years of the loan, and the borrower’s total debt-to-income ratio generally may not be more than 43%. The final rule also provides that certain mortgages that satisfy the general product feature requirements for qualified mortgages and that also satisfy the underwriting requirements of Fannie Mae and Freddie Mac (while they operate under federal conservatorship or receivership) or the U.S. Department of Housing and Urban Development, Department of Veterans Affairs, or Department of Agriculture or Rural Housing Service are also considered to be qualified mortgages. This second category of qualified mortgages will phase out as the aforementioned federal agencies issue their own rules regarding qualified mortgages, the conservatorship of Fannie Mae and Freddie Mac ends, and, in any event, after seven years.

As set forth in the Dodd-Frank Act, subprime (or higher-priced) mortgage loans are subject to the ability-to-repay requirement, and the final rule provides for a rebuttable presumption of lender compliance for those loans. The final rule also applies the ability-to-repay requirement to prime loans, while also providing a conclusive presumption of compliance (i.e., a safe harbor) for prime loans that are also qualified mortgages. Additionally, the final rule generally prohibits prepayment penalties (subject to certain exceptions) and sets forth a 3-year record retention period with respect to documenting and demonstrating the ability-to-repay requirement and other provisions.

USA Patriot Act. The Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism Act of 2001 (the “USA Patriot Act”) is intended to strengthen the ability of U.S. Law Enforcement to combat terrorism on a variety of fronts. The potential impact of the USA Patriot Act on financial institutions is significant and wide-ranging. The USA Patriot Act contains sweeping anti-money laundering and financial transparency laws and requires financial institutions to implement additional policies and procedures with respect to, or additional measures designed to address, any or all of the following matters, among others: money laundering and currency crimes, customer identification verification, cooperation among financial institutions, suspicious activities and currency transaction reporting.

S.A.F.E. Act Requirements. Regulations issued under the Secure and Fair Enforcement for Mortgage Licensing Act of 2008 ( the “S.A.F.E. Act” ) require residential mortgage loan originators who are employees of institutions regulated by the foregoing agencies, including national banks, to meet the registration requirements of the S.A.F.E. Act. The S.A.F.E. Act requires residential mortgage loan originators who are employees of regulated financial institutions to be registered with the Nationwide Mortgage Licensing System and Registry, a database created by the Conference of State Bank Supervisors and the American Association of Residential Mortgage Regulators to support the licensing of mortgage loan originators by the states. Employees of regulated financial institutions are generally prohibited from originating residential mortgage loans unless they are registered.

Other Regulations

Federal law extensively regulates other various aspects of the banking business such as reserve requirements. Current federal law also requires banks, among other things to make deposited funds available within specified time periods. In addition, with certain exceptions, a bank and a subsidiary may not extend credit, lease or sell property or furnish any services or fix or vary the consideration for the foregoing on the condition that (i) the customer must obtain or provide some additional credit, property or services from, or to, any of them, or (ii) the customer may not obtain some other credit, property or service from a competitor, except to the extent reasonable conditions are imposed to assure the soundness of credit extended.

Interest and other charges collected or contracted by the Bank or Morris Plan are subject to state usury laws and federal laws concerning interest rates. The loan operations are also subject to federal and state laws applicable to credit transactions, such as the:


•	Truth-In-Lending Act and state consumer protection laws governing disclosures of credit terms and prohibiting certain practices with regard to consumer borrowers;


•	Home Mortgage Disclosure Act of 1975, requiring financial institutions to provide information to enable the public and public officials to determine whether a financial institution is fulfilling its obligation to help meet the housing needs of the community it serves;


•	Equal Credit Opportunity Act and other fair lending laws, prohibiting discrimination on the basis of race, creed or other prohibited factors in extending credit;


•	Fair Credit Reporting Act of 1978 and Fair and Accurate Credit Transactions Act of 2003, governing the use and provision of information to credit reporting agencies;


•	Fair Debt Collection Practices Act, governing the manner in which consumer debts may be collected by collection agencies; and rules and regulations of the various federal agencies charged with the responsibility of implementing such federal laws.

The deposit operations also are subject to the:

•

Customer Information Security Guidelines. The federal bank regulatory agencies have adopted final guidelines (the “Guidelines”) for safeguarding confidential customer information. The Guidelines require each financial institution, under the supervision and ongoing oversight of its Board of Directors, to create a comprehensive written information security program designed to ensure the security and confidentiality of customer information, protect against any anticipated threats or hazards to the security or integrity of such information; protect against unauthorized access to or use of such information that could result in substantial harm or inconvenience to any customer; and implement response programs for security breaches.


•	Electronic Funds Transfer Act and Regulation E. The Electronic Funds Transfer Act, which is implemented by Regulation E, governs automatic deposits to and withdrawals from deposit accounts and customers' rights and liabilities arising from the use of automated teller machines and other electronic banking service.


•	Gramm-Leach-Bliley Act, Fair and Accurate Credit Transactions Act. The Gramm-Leach-Bliley Act, the Fair and Accurate Credit Transactions Act, and the implementing regulations govern consumer financial privacy, provide disclosure requirements and restrict the sharing of certain consumer financial information with other parties.

The federal banking agencies have established guidelines which prescribe standards for depository institutions relating to internal controls, information systems, internal audit systems, loan documentation, credit underwriting, interest rate exposure, asset growth, asset quality, earnings, compensation fees and benefits, and management compensation. The agencies may require an institution which fails to meet the standards set forth in the guidelines to submit a compliance plan. Failure to submit an acceptable plan or adhere to an accepted plan may be grounds for further enforcement action.

As noted above, the new Bureau of Consumer Financial Protection has authority for amending existing consumer compliance regulations and implementing new such regulations. In addition, the Bureau has the power to examine the compliance of financial institutions with an excess of $10 billion in assets with these consumer protection rules. The Bank’s and Morris Plan’s compliance with consumer protection rules will be examined by the OCC and the FDIC, respectively, since neither the Bank nor Morris Plan meet this $10 billion asset level threshold.

Enforcement Powers. Federal regulatory agencies may assess civil and criminal penalties against depository institutions and certain “institution-affiliated parties”, including management, employees, and agents of a financial institution, as well as independent contractors and consultants such as attorneys and accountants and others who participate in the conduct of the financial institution's affairs.

In addition, regulators may commence enforcement actions against institutions and institution-affiliated parties. Possible enforcement actions include the termination of deposit insurance. Furthermore, regulators may issue cease-and-desist orders to, among other things, require affirmative action to correct any harm resulting from a violation or practice, including restitution, reimbursement, indemnifications or guarantees against loss. A financial institution may also be ordered to restrict its growth, dispose of certain assets, rescind agreements or contracts, or take other actions as determined by the regulator to be appropriate.

Effect of Governmental Monetary Policies. The Corporation's earnings are affected by domestic economic conditions and the monetary and fiscal policies of the United States government and its agencies. The Federal Reserve Bank's monetary policies have had, and are likely to continue to have, an important impact on the operating results of commercial banks through its power

to implement national monetary policy in order, among other things, to curb inflation or combat a recession. The monetary policies of the Federal Reserve have major effects upon the levels of bank loans, investments and deposits through its open market operations in United States government securities and through its regulation of the discount rate on borrowings of member banks and the reserve requirements against member bank deposits. It is not possible to predict the nature or impact of future changes in monetary and fiscal policies.

Available Information

The Corporation files annual reports on Form 10-K, quarterly reports on Form 10-Q, proxy statements and other information with the Securities and Exchange Commission. Such reports, proxy statements and other information can be read and copied at the public reference facilities maintained by the Securities and Exchange Commission at the Public Reference Room, 100 F Street, NE, Washington, D.C. 20549. Information regarding the operation of the Public Reference Room may be obtained by calling the Securities and Exchange Commission at 1-800-SEC-0330. The Securities and Exchange Commission maintains a web site (http://www.sec.gov) that contains reports, proxy statements, and other information. The Corporation’s filings are also accessible at no cost on the Corporation's website at www.first-online.com.


ITEM 1A.	RISK FACTORS

An investment in the Corporation’s common stock is subject to risks inherent to the Corporation’s business. The material risks and uncertainties that management believes affect the Corporation are described below. Before making an investment decision, you should carefully consider the risks and uncertainties described below together with all of the other information included or incorporated by reference in this report. The risks and uncertainties described below are not the only ones facing the Corporation. Additional risks and uncertainties that management is not aware of or focused on or that management currently deems immaterial may also impair the Corporation’s business operations. This report is qualified in its entirety by these risk factors.

If any of the following risks actually occur, the Corporation’s business, financial condition and results of operations could be materially and adversely affected. If this were to happen, the market price of the Corporation’s common stock could decline significantly, and you could lose all or part of your investment.

Risks Related to the Corporation’s Business

Economic conditions in the capital markets and the economy generally may materially adversely affect the Corporation’s business and results of operations

The Corporation’s financial performance generally, and in particular the ability of borrowers to pay interest on and repay principal of outstanding loans and the value of collateral securing those loans, as well as demand for loans and other products and services that the Corporation offers, is highly dependent upon the business environment in the markets where the Corporation operates and in the United States as a whole. The U.S. economy experienced growth during 2017, with increasing exports, jobs, and manufacturing production. Real GDP has increased, and unemployment is in line with a full-employment economy. However, if tighter financial conditions emerge, along with additional rate hikes by the Federal Reserve, there can be no assurance that the economy will not enter into another recession, whether in the near term or long term. An economic downturn or sustained, high unemployment levels, and stock market volatility may negatively impact our operating results and have a negative effect on the ability of our borrowers to make timely repayments of their loans (thereby, increasing the risk of loan defaults and losses), the value of collateral securing those loans, and demand for loans and other products and services that the Corporation offers.

The Basel III capital rules may require us to retain higher capital levels, impacting our ability to pay dividends, repurchase our stock, or pay discretionary bonuses.

The Federal Reserve, the FDIC and the OCC have adopted final rules for the Basel III capital framework which became effective on January 1, 2015. These rules substantially amended the regulatory risk-based capital rules formerly applicable to the Corporation and its banking subsidiaries. The rules phase in over time beginning in 2015 and will become fully effective in 2019. The rules provide for minimum capital ratios of (i) common equity Tier 1 risk-weighted capital ratio of 4.5%, (ii) Tier 1 risk-based capital ratio (common Tier 1 capital plus Additional Tier 1 capital) of 6%, and (iii) total risk-based capital ratio of 8% (the current requirement). Beginning in 2016, a capital conservation buffer will phase in over three years, ultimately resulting in a requirement of 2.5% on top of the common Tier 1, Tier 1 and total capital requirements, resulting in a required common equity Tier 1 risk-based ratio of 7%, a Tier 1 risk-based ratio of 8.5%, and a total risk-based capital ratio of 10.5%. Failure to satisfy any of these three capital requirements will result in limits on paying dividends, engaging in share repurchases and paying discretionary bonuses. These limitations will establish a maximum percentage of eligible retained income that could be utilized for such actions.

The geographic concentration of the Corporation’s markets makes the Corporation’s business highly susceptible to local economic conditions

Unlike larger banking organizations that are more geographically diversified, the Corporation’s operations are currently concentrated in west central Indiana and east central Illinois. As a result of this geographic concentration, the Corporation’s financial results depend largely upon economic conditions in these market areas. Deterioration in economic conditions in the Corporation’s market could result in one or more of the following:


•	an increase in loan delinquencies;


•	an increase in problem assets and foreclosures;


•	a decrease in the demand for the Corporation’s products and services; and


•	a decrease in the value of collateral for loans, especially real estate, in turn reducing customers’ borrowing power, the value of assets associated with problem loans and collateral coverage.

The Corporation operates in a highly competitive industry and market area

The Corporation faces substantial competition in all areas of its operations from a variety of different competitors, many of which are larger and may have more financial resources. Such competitors include banks and many other types of financial institutions, including, without limitation, savings and loan associations, credit unions, finance companies, brokerage firms, insurance companies, factoring companies, financial technology companies, and other financial intermediaries. The financial services industry could become even more competitive as a result of legislative, regulatory and technological changes and continued consolidation. Banks, securities firms and insurance companies can merge under the umbrella of a financial holding company, which can offer virtually any type of financial service, including banking, securities underwriting, insurance (both agency and underwriting) and merchant banking. Also, technology has lowered barriers to entry and made it possible for non-banks to offer products and services traditionally provided by banks, such as automatic transfer and automatic payment systems. Many of the Corporation's competitors have fewer regulatory constraints and may have lower cost structures. Additionally, due to their size, many competitors may be able to achieve economies of scale and, as a result, may offer a broader range of products and services as well as better pricing for those products and services than the Corporation can.

The Corporation's ability to compete successfully depends on a number of factors, including, among other things:


•	the ability to develop, maintain and build upon long-term customer relationships based on top quality service, and safe, sound assets;


•	the ability to expand the Corporation's market position;


•	the scope, relevance and pricing of products and services offered to meet customer needs and demands;


•	the rate at which the Corporation introduces new products and services relative to its competitors;


•	customer satisfaction with the Corporation's level of service; and


•	industry and general economic trends.

Failure to perform in any of these areas could significantly weaken the Corporation's competitive position, which could adversely affect the Corporation's growth and profitability, which, in turn, could have a material adverse effect on the Corporation's financial condition and results of operations.

The Corporation’s success depends on our ability to respond to the threats and opportunities of financial technology innovation and adapt to changes in the regulatory landscape.

Financial technology (“FinTech”), a broad category referring to technological innovation in the design and delivery of financial services and products, has the potential to disrupt the financial industry and change the way financial institutions, including the Corporation and the Bank, do business. Investment in new technology to stay competitive may result in significant costs and increased risks of cyber security attacks. Our success depends on our ability to adapt to the pace of the rapidly changing technological environment, which is crucial to retention and acquisition of customers. In December 2016 the former Comptroller of the Currency Thomas Curry announced an initiative for the Office of the Comptroller of the Currency ("OCC") to consider applications from FinTech companies to become special purpose national banks. The proposed federal charter would largely allow FinTech companies to operate nationwide under a single set of national standards, without needing to seek state-by-state licenses or joining with brick-and-mortar banks, and may therefore allow FinTech companies to more easily compete with us for financial products and services in the communities we serve. The OCC’s initiative has been met with criticism, including opposition from state regulators. Since announcing its initiative, the OCC has solicited public comment and continues to evaluate the benefits and risks of the initiative. On November 27, 2017, Joseph M. Otting was sworn in as Comptroller of the Currency. Public comments

from Comptroller Otting have indicated that he supports continued evaluation of the FinTech-charter initiative. At this point, however, it is unclear when and if the OCC will consider (and/or approve) applications from FinTech companies to become special purpose national banks and, in such event, what form such charters will take. In the event the OCC adopts such initiative, our business may be adversely affected due to increased competition.

Moreover, on January 30, 2018, the United States House of Representatives Committee on Financial Services - Financial Institutions and Consumer Credit Subcommittee held a hearing to examine the current FinTech marketplace, focusing on the current regulatory landscape and the need to amend or modernize the regulatory landscape or the necessity to amend existing financial laws or develop new legislative proposals that would allow financial services entities to use FinTech to deliver new products and services to consumers. We cannot predict whether changes will be made to the current regulatory landscape or what impact any such changes, if any, will have on us. However, the costs of complying with any additional or amended legislation could have a material adverse effect on the Corporation’s financial condition and results of operations.

The Corporation is dependent on certain key management and staff

The Corporation relies on key personnel to manage and operate its business. The loss of key staff may adversely affect the Corporation’s ability to maintain and manage these portfolios effectively, which could negatively affect the Corporation’s revenues. In addition, loss of key personnel could result in increased recruiting and hiring expenses, which could cause a decrease in the Corporation's net income.

Current legislation and potential further financial regulatory reforms could have a significant impact on our business, financial condition and results of operations

The Dodd-Frank Wall Street Reform and Consumer Protection Act (the “Dodd-Frank Act”), enacted in July 2010, instituted major changes to the banking and financial institutions regulatory regimes in light of performance of and government intervention in the financial services sector arising out of or related to the 2007-2008 financial crisis. Many aspects of the Dodd-Frank Act are subject to rulemaking and will take effect over several years, making it difficult to anticipate the overall financial impact on the Corporation. The changes resulting from the Dodd-Frank Act will impose more stringent capital, liquidity and leverage requirements and may impact the profitability of business activities, require changes to certain business practices, or otherwise adversely affect the Corporation’s business.

Further, the Corporation may be required to invest significant management attention and resources to evaluate and make any changes necessary to comply with new statutory and regulatory requirements under the Dodd-Frank Act, which may negatively impact results of operations and financial condition. Congress and federal regulatory agencies continually review banking laws, regulations and policies for possible changes. Changes to statutes, regulations or regulatory policies, including changes in interpretation or implementation of statutes, regulations or policies, could affect the Corporation in substantial and unpredictable ways. Such changes could subject the Corporation to additional costs, limit the types of financial services and products the Corporation may offer and/or increase the ability of non- banks to offer competing financial services and products, among other things.

The Corporation cannot predict whether there will be additional proposed laws or reforms that would affect the U.S. financial system or financial institutions, whether or when such changes may be adopted, how such changes may be interpreted and enforced or how such changes may impact the Corporation’s financial condition and results of operations. However, the costs of complying with any additional laws or regulations could have a material adverse effect on the Corporation’s financial condition and results of operations.

The Corporation is subject to extensive government regulation and supervision

The Corporation, primarily through the Bank and Morris Plan, is subject to extensive federal regulation and supervision. Banking regulations are primarily intended to protect depositors' funds, federal deposit insurance funds and the banking system as a whole, not shareholders. These regulations affect the Corporation's lending practices, capital structure, investment practices, and growth, among other things. Failure to comply with laws, regulations or policies could result in sanctions by regulatory agencies, civil money penalties and/or reputation damage, which could have a material adverse effect on the Corporation's business, financial condition and results of operations. While the Corporation has policies and procedures designed to prevent any such violations, there can be no assurance that such violations will not occur.

Tax reform could adversely affect our business.

On December 22, 2017, H.R. 1- An Act to Provide for Reconciliation Pursuant to Titles II and V of the Concurrent Resolution on the Budget for Fiscal Year 2018, commonly known as the Tax Cuts and Jobs Act (the “Tax Act”), was signed into law. The Tax Act makes substantial changes to the Internal Revenue Code, the full effect of which cannot be currently anticipated. For example, the Tax Act reduces the corporate income tax rate from 35% to 21% for tax years beginning after December 31, 2017, limits the deduction for interest expense, modifies expensing of capital investment, and makes several other changes to business-related exclusions, deductions, and credits, which may have a positive or negative affect on our business. Notwithstanding the reduction in the corporate income tax rate, the overall impact of the Tax Act is uncertain and could adversely affect our business and financial condition. Further, many of the provisions of the Tax Act will require guidance through the issuance of regulations and other tax guidance (such as revenue rulings, revenue procedures, notices, and announcements) by the Internal Revenue Service in order to assess their effect. There may be a substantial delay before such regulations are promulgated or guidance is issued, increasing the uncertainty as to the ultimate effect of the Tax Act on us. Moreover, at this point, it is unclear how States will respond to the Tax Act and if state-level tax reform will be enacted by any States and, if so, what form such state-level tax reform will take and when such state-level tax reform will be enacted.

The Corporation is still in the process of analyzing the Tax Act and its possible effects on the Corporation. Additionally, the implementation by us of new practices and processes designed to comply with, and benefit from, the Tax Act and its rules and regulations could require us to make substantial changes to our business practices, allocate additional resources, and increase our costs, which could negatively affect our business, results of operations, and financial condition. The intended and unintended consequences of Tax Act on our business and our holders of common stock at this time are uncertain and could be adverse.

The Corporation is subject to lending risk

There are inherent risks associated with the Corporation's lending activities. These risks include, among other things, the impact of changes in interest rates and changes in the economic conditions in the markets where the Corporation operates as well as those across Indiana, Illinois and the United States. Increases in interest rates and/or weakening economic conditions could adversely impact the ability of borrowers to repay outstanding loans or the value of the collateral securing these loans.

The Corporation originates commercial real estate loans, commercial loans, consumer loans and residential real estate loans primarily within its market areas. Commercial real estate, commercial, and consumer loans may expose a lender to greater credit risk than loans secured by residential real estate because the collateral securing these loans may not be sold as easily as residential real estate. The Corporation is also subject to various laws and regulations that affect its lending activities. Failure to comply with applicable laws and regulations could subject the Corporation to regulatory enforcement action that could result in the assessment of significant civil money penalties against the Corporation.

The Corporation's allowance for loan losses may be insufficient

The Corporation maintains an allowance for loan losses, which is a reserve established through a provision for loan losses charged to expense, that represents management's best estimate of probable incurred losses that are inherent within the existing portfolio of loans. The level of the allowance reflects management's continuing evaluation of industry concentrations; specific credit risks; loan loss experience; current loan portfolio quality; present economic, political and regulatory conditions and unidentified losses inherent in the current loan portfolio. The determination of the appropriate level of the allowance for loan losses inherently involves a high degree of subjectivity and requires the Corporation to make significant estimates of current credit risks and future trends, all of which may undergo material changes. Changes in economic conditions affecting borrowers, new information regarding existing loans, identification of additional problem loans and other factors, both within and outside of the Corporation's control, may require an increase in the allowance for loan losses. In addition, bank regulatory agencies periodically review the Corporation's allowance for loan losses and may require an increase in the provision for loan losses or the recognition of further loan charge- offs, based on judgments different than those of management. If charge-offs in future periods exceed the allowance for loan losses, the Corporation will need additional provisions to increase the allowance for loan losses. Any increases in the allowance for loan losses will result in a decrease in net income and, possibly, capital, and may have a material adverse effect on the Corporation's financial condition and results of operations.

The Corporation may foreclose on collateral property and would be subject to the increased costs associated with ownership of real property, resulting in reduced revenues and earnings

The Corporation forecloses on collateral property from time to time to protect its investment and thereafter owns and operates such property, in which case it is exposed to the risks inherent in the ownership of real estate. The amount that the Corporation, as a mortgagee, may realize after a default is dependent upon factors outside of its control, including, but not limited to: (i) general

or local economic conditions; (ii) neighborhood values; (iii) interest rates; (iv) real estate tax rates; (v) operating expenses of the mortgaged properties; (vi) environmental remediation liabilities; (vii) ability to obtain and maintain adequate occupancy of the properties; (viii) zoning laws; (ix) governmental rules, regulations and fiscal policies; and (x) natural disasters. Certain expenditures associated with the ownership of real estate, principally real estate taxes, insurance, and maintenance costs, may adversely affect the income from the real estate. Therefore, the cost of operating real property may exceed the income earned from such property, and the Corporation may have to advance funds in order to protect its investment, or it may be required to dispose of the real property at a loss. These expenditures and costs could adversely affect the Corporation’s ability to generate revenues, resulting in reduced levels of profitability.

The Corporation is subject to environmental liability risk associated with lending activities

A significant portion of the Corporation’s loan portfolio is secured by real property. During the ordinary course of business, the Corporation may foreclose on and take title to properties securing certain loans. In doing so, there is a risk that hazardous or toxic substances could be found on these properties. If hazardous or toxic substances are found, the Corporation may be liable for remediation costs, as well as for personal injury and property damage. Environmental laws may require the Corporation to incur substantial expenses and may materially reduce the affected property’s value or limit the Corporation’s ability to use or sell the affected property. In addition, future laws or more stringent interpretations or enforcement policies with respect to existing laws may increase the Corporation’s exposure to environmental liability. Environmental reviews of real property before initiating foreclosure actions may not be sufficient to detect all potential environmental hazards. The remediation costs and any other financial liabilities associated with an environmental hazard could have a material adverse effect on the Corporation’s business, financial condition and results of operations.

The Corporation is subject to interest rate risk

The Corporation’s earnings and cash flows are largely dependent upon the Corporation’s net interest income. Net interest income is the difference between interest income earned on interest earning assets such as loans and securities and interest expense paid on interest bearing liabilities such as deposits and borrowed funds. Interest rates are highly sensitive to many factors that are beyond the Corporation’s control, including general economic conditions and policies of various governmental and regulatory agencies. Changes in monetary policy, including changes in interest rates, could influence not only the interest that is received on loans and securities and the interest that is paid on deposits and borrowings, but such changes could also affect (i) the Corporation’s ability to originate loans and obtain deposits, and (ii) the fair value of the Corporation’s financial assets and liabilities. Currently, the Corporation is in an asset-sensitive position. In a rising interest rate environment, the Corporation may be unable to sell its lower-yielding mortgage loans, thus impacting its ability to generate higher yielding loans which could adversely impact earnings.

For several years prior to December 2015, the Federal Open Market Committee (“FOMC”) kept the target federal funds rate between 0% and 0.25%. In December 2015, the FOMC increased the target federal funds rate by 25 basis points, representing the first increase in nearly a decade. In December 2016, the FOMC increased the target federal funds rate by another 25 basis points. The FOMC increased the target federal funds rate by 25 basis points in each of March, June, and December 2017. Based on comments made by the FOMC, we expect gradual increases during 2018, but the overall low interest rate environment is expected to continue in 2018. The extended low interest rate environment has compressed our net interest spread and reduced our spread-based revenues, which has had, and continues to have, an adverse impact on our revenue and results of operations.

Uncertainty about the future of the London Inter-Bank Offered Rate (“LIBOR”), and its accepted alternatives, may adversely affect our business.

The Corporation and its subsidiaries hold certain financial instruments which have an interest rate indexed to LIBOR. On July 27, 2017, the Chief Executive of the United Kingdom Financial Conduct Authority, which regulates LIBOR, announced that it intends to stop persuading or compelling banks to submit rates for the calculation of LIBOR to the administrator of LIBOR after 2021. The announcement indicates that the continuation of LIBOR on the current basis cannot and will not be guaranteed after 2021. It is impossible to predict whether and to what extent banks will continue to provide LIBOR submissions to the administrator of LIBOR or whether any additional reforms to LIBOR may be enacted in the United Kingdom or elsewhere. At this time, no consensus exists as to what rate or rates may become accepted alternatives to LIBOR and it is impossible to predict the effect of any such alternatives on the value of LIBOR-based financial instruments given LIBOR’s role in determining market interest rates globally.

In June 2017, the Alternative Reference Rate Committee (“ARRC”), a committee of private-market derivative participants and their regulators convened by the Federal Reserve to identity alternative reference interest rates, announced a Secured Overnight Funding Rate (“SOFR”), a broad Treasuries overnight repurchase agreement (repo) financing rate, as its preferred alternative to

U.S. dollar LIBOR. In December 2017, the Federal Reserve announced final plans for the production of SOFR. It is presently anticipated that SOFR will be published by the Federal Reserve Bank of New York, in cooperation with the Office of Financial Research, beginning in the second quarter of 2018. Plans for alternative reference rates for other currencies have also been announced.

Uncertainty as to the nature of alternative reference rates and as to potential changes or other reforms to LIBOR may adversely affect LIBOR rates and interest rates indexed to LIBOR, as well as other interest rates. At this time, it is not possible to predict how markets will respond to these alternative reference rates, and the effect of any changes or reforms to LIBOR or discontinuation of LIBOR on new or existing financial instruments to which we have exposure. If LIBOR ceases to exist, or if the methods of calculating LIBOR change from current methods for any reason, interest rates on financial instruments whose value is tied to LIBOR may be adversely affected. The manner and impact of this transition and related developments, as well as the effect of these developments on our funding costs, investment and trading securities portfolios, and business, is uncertain and may be materially adverse to our profitability.

The Corporation’s accounting estimates and risk management processes rely on analytical and forecasting models

The processes the Corporation uses to estimate its probable loan losses and to measure the fair value of financial instruments, as well as the processes used to estimate the effects of changing interest rates and other market measures on the Corporation’s financial condition and results of operations, depends upon the use of analytical and forecasting models. These models reflect assumptions that may not be accurate, particularly in times of market stress or other unforeseen circumstances. Even if these assumptions are adequate, the models may prove to be inadequate or inaccurate because of other flaws in their design or their implementation. If the models the Corporation uses for interest rate risk and asset-liability management are inadequate, the Corporation may incur increased or unexpected losses upon changes in market interest rates or other market measures. If the models the Corporation uses for determining its probable loan losses are inadequate, the allowance for loan losses may not be sufficient to support future charge-offs. If the models the Corporation uses to measure the fair value financial instruments are inadequate, the fair value of such financial instruments may fluctuate unexpectedly or may not accurately reflect what the Corporation could realize upon sale or settlement of such financial instruments. Any such failure in the Corporation’s analytical or forecasting models could have a material adverse effect on the Corporation’s business, financial condition and results of operations.

The Corporation’s earnings could be adversely impacted by incidences of fraud and compliance failure

The Corporation’s internal operations are subject to certain risks, including but not limited to, data processing system failures and errors, customer or employee fraud and catastrophic failures resulting from terrorist acts or natural disasters. Operational risk resulting from inadequate or failed internal processes, people, and systems includes the risk of fraud by employees or persons outside of our company, the execution of unauthorized transactions by employees, errors relating to transaction processing and systems, and breaches of the internal control system and compliance requirements. This risk of loss also includes potential legal actions that could arise as a result of the operational deficiency or as a result of noncompliance with applicable regulatory standards. The Corporation’s internal controls, disclosure controls and procedures, and corporate governance policies and procedures are based in part on certain assumptions and can provide only reasonable, not absolute, assurances that the objectives of the system are met. Any failure or circumvention of the Corporation’s controls and procedures or failure to comply with regulations related to controls and procedures could have a material adverse effect on the Corporation’s business, financial condition and results of operations.

Risks associated with cyber-security could negatively affect our earnings

The financial services industry has experienced an increase in both the number and severity of reported cyber attacks aimed at gaining unauthorized access to bank systems as a way to misappropriate assets and sensitive information, corrupt and destroy data, or cause operational disruptions. We have established policies and procedures to prevent or limit the impact of security breaches, but such events may still occur or may not be adequately addressed if they do occur. Although we rely on security safeguards to secure our data, these safeguards may not fully protect our systems from compromises or breaches.

We also rely on the integrity and security of a variety of third party processors, payment, clearing and settlement systems, as well as the various participants involved in these systems, many of which have no direct relationship with us. Failure by these participants or their systems to protect our customers' transaction data may put us at risk for possible losses due to fraud or operational disruption.

Our customers are also the target of cyber attacks and identity theft. Large scale identity theft could result in customers' accounts being compromised and fraudulent activities being performed in their name. We have implemented certain safeguards against these types of activities but they may not fully protect us from fraudulent financial losses.

The occurrence of a breach of security involving our customers' information, regardless of its origin, could damage our reputation and result in a loss of customers and business and subject us to additional regulatory scrutiny, and could expose us to litigation and possible financial liability. Any of these events could have a material adverse effect on our financial condition and results of operations.

Potential acquisitions may disrupt the Corporation’s business and dilute stockholder value

The Corporation generally seeks merger or acquisition partners that are culturally similar and have experienced management and possess either significant market presence or have potential for improved profitability through financial management, economies of scale or expanded services. Acquiring other banks, businesses, or branches involves various risks commonly associated with acquisitions, including, among other things:


•	potential exposure to unknown or contingent liabilities of the target company;


•	exposure to potential asset quality issues of the target company;


•	potential disruption to the Corporation’s business;


•	potential diversion of the Corporation’s management’s time and attention;


•	the possible loss of key employees and customers of the target company;


•	difficulty in estimating the value of the target company; and


•	potential changes in banking or tax laws or regulations that may affect the target company.

Acquisitions typically involve the payment of a premium over book and market values, and, therefore, some dilution of the Corporation’s tangible book value and net income per common share may occur in connection with any future transaction. Furthermore, failure to realize the expected revenue increases, cost savings, increases in geographic or product presence, and/or other projected benefits from an acquisition could have a material adverse effect on the Corporation’s business, financial condition and results of operations.

New lines of business or new products and services may subject the Corporation to additional risks

From time to time, the Corporation may implement new lines of business or offer new products and services within existing lines of business. There are substantial risks and uncertainties associated with these efforts, particularly in instances where the markets are not fully developed. In developing and marketing new lines of business and/or new products and services the Corporation may invest significant time and resources. Initial timetables for the introduction and development of new lines of business and/or new products or services may not be achieved and price and profitability targets may not prove feasible. External factors, such as compliance with regulations, competitive alternatives, and shifting market preferences, may also impact the successful implementation of a new line of business or a new product or service. Furthermore, any new line of business and/or new product or service could have a significant impact on the effectiveness of the Corporation’s system of internal controls. Failure to successfully manage these risks in the development and implementation of new lines of business or new products or services could have a material adverse effect on the Corporation’s business, financial condition and results of operations.

Future growth or operating results may require the Corporation to raise additional capital but that capital may not be available or it may be dilutive

The Corporation is required by federal and state regulatory authorities to maintain adequate levels of capital to support its operations. To the extent the Corporation’s future operating results erode capital or the Corporation elects to expand through loan growth or acquisition it may be required to raise capital. The Corporation’s ability to raise capital will depend on conditions in the capital markets, which are outside of its control, and on the Corporation’s financial performance. Accordingly, the Corporation cannot be assured of its ability to raise capital when needed or on favorable terms. If the Corporation cannot raise additional capital when needed, it will be subject to increased regulatory supervision and the imposition of restrictions on its growth and business. These could negatively impact the Corporation’s ability to operate or further expand its operations through acquisitions or the establishment of additional branches and may result in increases in operating expenses and reductions in revenues that could have a material adverse effect on its financial condition and results of operations.

The Corporation may become subject to claims and litigation pertaining to Intellectual Property

Banking and other financial services companies, such as the Corporation, rely on technology companies to provide information technology products and services necessary to support the Corporations’ day-to-day operations. Technology companies frequently enter into litigation based on allegations of patent infringement or other violations of intellectual property rights. In addition, patent holding companies seek to monetize patents they have purchased or otherwise obtained. Competitors of the Corporation’s vendors, or other individuals or companies, have from time to time claimed to hold intellectual property sold to the Corporation by its vendors. Such claims may increase in the future as the financial services sector becomes more reliant on information technology vendors. The plaintiffs in these actions frequently seek injunctions and substantial damages.

Regardless of the scope or validity of such patents or other intellectual property rights, or the merits of any claims by potential or actual litigants, the Corporation may have to engage in protracted litigation. Such litigation is often expensive, time-consuming, disruptive to the Corporation’s operations, and distracting to management. If the Corporation is found to infringe upon one or more patents or other intellectual property rights, it may be required to pay substantial damages or royalties to a third-party. In certain cases, the Corporation may consider entering into licensing agreements for disputed intellectual property, although no assurance can be given that such licenses can be obtained on acceptable terms or that litigation will not occur. These licenses may also significantly increase the Corporation’s operating expenses. If legal matters related to intellectual property claims were resolved against the Corporation or settled, the Corporation could be required to make payments in amounts that could have a material adverse effect on its business, financial condition and results of operations.

The value of the Corporation’s goodwill and other intangible assets may decline in the future

As of December 31, 2017, the Corporation had $36.0 million of goodwill and other intangible assets. A significant decline in the Corporation’s expected future cash flows, a significant adverse change in the business climate, slower growth rates or a significant and sustained decline in the price of the Corporation’s common stock may necessitate taking charges in the future related to the impairment of the Corporation’s goodwill and other intangible assets. If the Corporation were to conclude that a future write-down of goodwill and other intangible assets is necessary, the Corporation would record the appropriate charge, which could have a material adverse effect on the Corporation’s business, financial condition and results of operations.

The Corporation’s operations rely on certain external vendors

The Corporation relies on certain external vendors to provide products and services necessary to maintain day-to-day operations of the Corporation. Accordingly, the Corporation’s operations are exposed to risk that these vendors will not perform in accordance with the contracted arrangements under service level agreements. The failure of an external vendor to perform in accordance with the contracted arrangements under service level agreements, because of changes in the vendor’s organizational structure, financial condition, support for existing products and services or strategic focus or for any other reason, could be disruptive to the Corporation’s operations, which could have a material adverse impact on the Corporation’s business and, in turn, the Corporation’s financial condition and results of operations.

The Corporation may be adversely affected by the soundness of other financial institutions

Financial services institutions are interrelated as a result of trading, clearing, counterparty, or other relationships. The Corporation has exposure to many different industries and counterparties, and routinely executes transactions with counterparties in the financial services industry, including commercial banks, brokers and dealers, investment banks, and other institutional clients. Many of these transactions expose the Corporation to credit risk in the event of a default by a counterparty or client. In addition, the Corporation’s credit risk may be exacerbated when the collateral held by the Corporation cannot be realized upon or is liquidated at prices not sufficient to recover the full amount of the credit or derivative exposure due to the Corporation. Any such losses could have a material adverse effect on the Corporation’s business, financial condition and results of operations.

The Corporation relies on dividends from its subsidiaries for most of its revenue

The Corporation is a separate and distinct legal entity from its subsidiaries. It receives substantially all of its revenue from dividends from its subsidiaries. These dividends are the principal source of funds to pay dividends on the Corporation’s common stock and interest and principal on the Corporation’s debt. Various federal and state laws and regulations limit the amount of dividends that the Bank and Morris Plan may pay to the Corporation. Also, the Corporation’s right to participate in a distribution of assets upon a subsidiary’s liquidation or reorganization is subject to the prior claims of the subsidiary’s creditors. In the event the Bank is unable to pay dividends to the Corporation, the Corporation may not be able to service debt, pay obligations or pay dividends on the Corporation’s common stock. The inability to receive dividends from the Bank could have a material adverse effect on the Corporation’s business, financial condition and results of operations.

Risks Related to the Corporation’s Common Stock

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

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

The price of the Corporation’s common stock may be volatile, which may result in losses for investors

General market price declines or market volatility in the future could adversely affect the price of the Corporation’s common stock. In addition, the following factors may cause the market price for shares of the Corporation’s common stock to fluctuate:


•	announcements of developments related to the Corporation’s business;


•	fluctuations in the Corporation’s results of operations;


•	sales or purchases of substantial amounts of the Corporation’s securities in the marketplace;


•	general conditions in the Corporation’s banking niche or the worldwide economy;


•	a shortfall or excess in revenues or earnings compared to securities analysts’ expectations;


•	changes in analysts’ recommendations or projections; and


•	the Corporation’s announcement of new acquisitions or other projects.

An investment in the Corporation’s common stock is not an insured deposit

The Corporation’s common stock is not a bank deposit and, therefore, is not insured against loss by the Federal Deposit Insurance Corporation (FDIC), any other deposit insurance fund or by any other public or private entity. Investment in the Corporation’s common stock is inherently risky for the reasons described in this “Risk Factors” section and elsewhere in this report and is subject to the same market forces that affect the price of common stock in any company. As a result, if you acquire the Corporation’s common stock, you could lose some or all of your investment.


ITEM 1B.	UNRESOLVED STAFF COMMENTS

None.


ITEM 2.	PROPERTIES

The Corporation is located in a four-story office building in downtown Terre Haute, Indiana that was first occupied in June 1988. It is leased to the Bank. The Bank also owns two other facilities in downtown Terre Haute. One is available for lease and the other is a 50,000-square-foot building housing operations and administrative staff and equipment. In addition, the Bank holds in fee six other branch buildings. One of the branch buildings is a single-story 36,000-square-foot building which is located in a Terre Haute suburban area. Four other branch bank buildings are leased by the Bank. The expiration dates on the leases are May 31, 2018, February 14, 2021, May 31, 2019, and December 31, 2019.

Facilities of the Corporation’s banking center in Daviess County include an office in Washington, Indiana. This building is held in fee.

Facilities of the Corporation’s banking centers in Clay County include two offices in Brazil, Indiana and an office in Clay City, Indiana. All three buildings are held in fee.

Facilities of the Corporation’s banking centers in Vermillion County include two offices in Clinton, Indiana and offices in Cayuga and Newport, Indiana. All four buildings are held in fee.

Facilities of the Corporation’s banking centers in Sullivan County include offices in Sullivan, Dugger, Farmersburg and Hymera, Indiana. All four buildings are held in fee.

Facilities of the Corporation’s banking center in Gibson County include an office in Princeton, Indiana. This building is held in fee.

Facilities of the Corporation’s banking center in Greene County include an office in Worthington, Indiana. This building is held in fee.

Facilities of the Corporation’s banking centers in Knox County include two offices in Vincennes, Indiana. Both buildings are held in fee.

Facilities of the Corporation’s banking centers in Parke County include two offices in Rockville, Indiana and offices in Marshall and Montezuma, Indiana. All four buildings are held in fee.

Facilities of the Corporation’s banking center in Putnam County include an office in Greencastle, Indiana. This building is held in fee.

Facilities of the Corporation’s banking center in Vanderburgh County include an office in Evansville, Indiana. This building is held in fee.

Facilities of the Corporation’s banking centers in Crawford County include its main office and a drive-up facility in Robinson, Illinois. Both buildings are held in fee.

Facilities of the Corporation’s banking centers in Franklin County include an office in Benton, Illinois and an office in West Frankfort, Illinois. Both buildings are held in fee.

Facilities of the Corporation’s banking centers in Jefferson County include an office and a drive-up facility in Mt. Vernon, Illinois. Both buildings are held in fee.

Facilities of the Corporation’s banking center in Lawrence County include an office in Lawrenceville, Illinois. This building is held in fee.

Facilities of the Corporation’s banking centers in Livingston include two offices in Pontiac, Illinois. Both buildings are held in fee.

Facilities of the Corporation’s banking centers in Marion County include an office and a drive-up facility in Salem, Illinois. Both buildings are held in fee.

Facilities of the Corporation’s banking center in McLean County include two offices in Bloomington, Illinois, and an office in Gridley, Illinois. A banking center in Bloomington is leased and the lease expires on June 30, 2021. The other buildings are held in fee.

Facilities of the Corporation’s banking center in Wayne County include an office in Fairfield, Illinois. This building is held in fee.

Facilities of the Corporation’s banking center in Jasper County include an office in Newton, Illinois. This building is held in fee.

Facilities of the Corporation’s banking centers in Coles County include two offices in Charleston, Illinois and an office in Mattoon, Illinois. These buildings are held in fee.

Facilities of the Corporation’s banking center in Clark County include an office in Marshall, Illinois. This building is held in fee.

Facilities of the Corporation’s banking center in Champaign County include two offices in Champaign, Illinois, an office in Mahomet, Illinois, and an office in Urbana, Illinois. One of the banking centers in Champaign is held in fee while the land is leased. The land lease expires September 6, 2036. One of the banking centers in Champaign is leased and the lease expires on December 31, 2019. The banking center in Mahomet is leased and the lease expires on June 4, 2019. The banking center in Urbana is held in fee.

Facilities of the Corporation’s banking center in Vermilion County include four offices in Danville, Illinois, an office in Westville, Illinois, and an office in Ridge Farm, Illinois. One of the buildings in Danville is leased and the lease expires on December 31, 2018 and the other five buildings are held in fee.

Facilities of the Corporation’s banking centers in Richland County include two offices in Olney, Illinois. One building is held in fee and the other building is leased. The expiration date on the lease is April 30, 2020.

The facility of the Corporation’s subsidiary, The Morris Plan Company, includes an office facility in Terre Haute, Indiana. The building is leased by The Morris Plan Company. The expiration date on the lease is October 31, 2020.

The facility of the Corporation’s subsidiary, First Chanticleer Corporation, includes an office building in Terre Haute, Indiana. The building is held in fee by First Chanticleer Corporation.

Facilities of the Corporation’s subsidiary, FFB Risk Management Co., Inc., include an office facility in Las Vegas, Nevada. This office facility is leased.


ITEM 3.	LEGAL PROCEEDINGS

(a) There are no material pending legal proceedings to which the Corporation or its subsidiaries is a party or of which any of their property is the subject, other than ordinary routine litigation incidental to its business.

(b) Not applicable.


ITEM 4.	MINE SAFETY DISCLOSURES

Not applicable

PART II


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

MARKET AND DIVIDEND INFORMATION

(a) As of March 1, 2018 shareholders owned 12,255,045 shares of the Corporation's common stock. The stock is traded on the NASDAQ Global Select Market under the symbol “THFF”. On March 1, 2018, approximately 4,945 shareholders of record held our common stock.

Historically, the Corporation has paid cash dividends semi-annually and currently expects that comparable cash dividends will continue to be paid in the future. The following table gives quarterly high and low trade prices and dividends per share during each quarter for 2017 and 2016.



	2017						2016
					Cash						Cash
	Trade Price				Dividends		Trade Price				Dividends
Quarter ended	High		Low		Declared		High		Low		Declared
March 31	$	51.18	$	43.92			$	34.54	$	31.30
June 30	$	49.29	$	44.02	$	0.50	$	37.62	$	31.98	$	0.50
September 30	$	47.02	$	40.38			$	41.32	$	36.07
December 31	$	49.80	$	44.60	$	2.01	$	52.90	$	39.40	$	0.50

The graph below represents the five-year total return of the Corporation’s stock. The five year total return for our stock during this time was 74.72%. During this same period, the return on The Russell 2000 Index was 93.58% and the SNL Index of Banks $1 - $5 Billion had a return of 161.04%.



		Period Ending
Index	12/31/2012	12/31/2013	12/31/2014	12/31/2015	12/31/2016	12/31/2017
First Financial Corporation	100.00	122.82	123.14	120.83	193.18	174.72
Russell 2000	100.00	138.82	145.62	139.19	168.85	193.58
SNL Bank $1B-$5B	100.00	145.41	152.04	170.20	244.85	261.04

(b) Not applicable.

(c) The Corporation periodically acquires shares of its common stock directly from shareholders in individually negotiated transactions. On August 25, 2014 First Financial Corporation issued a press release announcing that it's Board of Directors has authorized a stock repurchase program pursuant to which up to 5% of the Corporation's outstanding shares of common stock, or 667,700 shares may be repurchased. There were 257,989 purchases of common stock by the Corporation during the year ended December 31, 2015. On February 3, 2016 First Financial Corporation issued a press release announcing that it's Board of Directors has authorized a stock repurchase program pursuant to which up to 5% of the Corporation's outstanding shares of common stock, or 637,500 shares may be repurchased. There were 9,524 and 565,618 purchases of common stock by the Corporation during the years ended December 31, 2017 and December 31, 2016. The Corporation contributed 22,714 shares of treasury stock to the ESOP in November of 2017. There were no shares of common stock purchased by the Corporation during the fourth quarter of the fiscal year covered by this report.


ITEM 6.	SELECTED FINANCIAL DATA

FIVE YEAR COMPARISON OF SELECTED FINANCIAL DATA



(Dollar amounts in thousands, except per share amounts)	2017			2016			2015			2014				2013
BALANCE SHEET DATA
Total assets	$	3,000,668		$	2,988,527		$	2,979,585		$	3,002,485			$	3,018,718
Securities	814,931			853,725			891,082			897,053				914,560
Loans	1,906,761			1,839,180			1,763,808			1,781,428				1,791,428
Deposits	2,458,653			2,428,526			2,442,369			2,457,197				2,458,791
Borrowings	57,686			81,121			46,508			60,901				117,880
Shareholders’ equity	413,569			414,395			410,316			394,214				386,195
INCOME STATEMENT DATA
Interest income	114,195			109,380			108,676			113,358			��	116,221
Interest expense	6,338			4,407			4,169			5,526				8,961
Net interest income	107,857			104,973			104,507			107,832				107,260
Provision for loan losses	5,295			3,300			4,700			5,072				7,860
Other income	35,938			46,931			39,179			40,785				40,455
Other expenses	88,747			90,308			98,398			95,584				94,554
Net income	29,131			38,413			30,196			33,772				31,534
PER SHARE DATA:
Net Income	2.38			3.12			2.35			2.55				2.37
Cash dividends	2.51			1.00			0.98			0.98				0.96
PERFORMANCE RATIOS:
Net income to average assets	0.98		%	1.30		%	1.01		%	1.12		%		1.06		%
Net income to average shareholders’ equity	6.69			9.26			7.46			8.37				8.35
Average total capital to average assets	15.24			14.67			14.26			13.99				13.45
Average shareholders’ equity to average assets	14.58			14.01			13.60			13.36				12.69
Dividend payout	105.32			31.81			41.51			38.16				40.58


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

CRITICAL ACCOUNTING POLICIES AND ESTIMATES

The Management's Discussion and Analysis of Financial Condition and Results of Operations, as well as disclosures found elsewhere in this report are based upon First Financial Corporation's consolidated financial statements, which have been prepared in accordance with accounting principles generally accepted in the United States of America. The preparation of these financial statements requires the Corporation to make estimates and judgments that affect the reported amounts of assets, liabilities, revenues, and expenses. Material estimates that are particularly susceptible to significant change in the near term relate to the determination of the allowance for loan losses, securities valuation and goodwill. Actual results could differ from those estimates.

Allowance for loan losses. The allowance for loan losses represents management's estimate of probable incurred losses in the existing loan portfolio. The allowance for loan losses is increased by the provision for loan losses charged to expense and reduced by loans charged off, net of recoveries. The allowance for loan losses is determined based on management's assessment of several factors: reviews and evaluations of specific loans, changes in the nature and volume of the loan portfolio, current economic and nonperforming loans. Loans are considered impaired if, based on current information and events, it is probable that the Corporation will be unable to collect the scheduled payments of principal or interest according to the contractual terms of the loan agreement. When a loan is deemed impaired, impairment is measured by using the fair value of underlying collateral, for loans deemed to be collateral dependent, the present value of the future cash flows discounted at the effective interest rate stipulated in the loan agreement, or the estimated market value of the loan. In measuring the fair value of the collateral, management uses assumptions (e.g., discount rate) and methodologies (e.g., comparison to the recent selling price of similar assets) consistent with those that would be utilized by unrelated third parties.

Changes in the financial condition of individual borrowers, economic conditions, historical loss experience, or the condition of the various markets in which collateral may be sold may affect the required level of the allowance for loan losses and the associated provision for loan losses. Should cash flow assumptions or market conditions change, a different amount may be recorded for the allowance for loan losses and the associated provision for loan losses.

Securities valuation and potential impairment. Securities available-for-sale are carried at fair value, with unrealized holding gains and losses reported separately in accumulated other comprehensive income (loss), net of tax. The Corporation obtains market values from a third party on a monthly basis in order to adjust the securities to fair value. Equity securities that do not have readily determinable fair values are carried at cost. Additionally, all securities are required to be evaluated for other than temporary impairment (OTTI). In determining whether a fair value decline is other than temporary, management considers the reason for the decline, the extent of the decline, the duration of the decline and whether the Corporation intends to sell a security or is more likely than not to be required to sell a security before recovery of its amortized cost. If an entity intends to sell or it is more likely than not it will be required to sell the security before recovery of its amortized cost basis, the OTTI shall be recognized in earnings equal to the entire difference between the investment's amortized cost basis and its fair value at the balance sheet date. If an entity does not intend to sell the security and it is not more likely than not that the entity will be required to sell the security before recovery of its amortized cost basis less any current-period loss, the OTTI shall be separated into the amount representing the credit loss and the amount related to all other factors. The amount of the total OTTI related to the credit loss is determined based on the present value of cash flows expected to be collected and is recognized in earnings.

Changes in credit ratings, financial condition of underlying debtors, default experience and market liquidity affect the conclusions on whether securities are other-than-temporarily impaired. Additional losses may be recorded through earnings for other than temporary impairment, should there be an adverse change in the expected cash flows for these investments.

Goodwill. The carrying value of goodwill requires management to use estimates and assumptions about the fair value of the reporting unit compared to its book value. An impairment analysis is prepared on an annual basis. Fair values of the reporting units are determined by an analysis which considers cash flows streams, profitability and estimated market values of the reporting unit. The majority of the Corporation's goodwill is recorded at First Financial Bank, N. A.

Management believes the accounting estimates related to the allowance for loan losses, valuation of investment securities and the valuation of goodwill are "critical accounting estimates" because: (1) the estimates are highly susceptible to change from period to period because they require management to make assumptions concerning, among other factors, the changes in the types and volumes of the portfolios, valuation assumptions, and economic conditions, and (2) the impact of recognizing an impairment or loan loss could have a material effect on the Corporation's assets reported on the balance sheet as well as net income.

RESULTS OF OPERATIONS - SUMMARY FOR 2017

COMPARISON OF 2017 TO 2016

Net income for 2017 was $29.1 million, or $2.38 per share versus $38.4 million, or $3.12 per share for 2016, which included an after-tax gain on the sale of the Corporation's insurance subsidiary of $5.8 million. The 2017 results were negatively impacted by the revaluation of the Corporation's deferred tax assets as a result of the passage of the Tax Cuts and Jobs Act resulting in a non-cash tax expense of $6.3 million. Return on average assets at December 31, 2017 decreased 24.6% to 0.98% compared to 1.3% at December 31, 2016.

The primary components of income and expense affecting net income are discussed in the following analysis.

NET INTEREST INCOME

The principal source of the Corporation's earnings is net interest income, which represents the difference between interest earned on loans and investments and the interest cost associated with deposits and other sources of funding. Net interest income increased in 2017 to $107.9 million compared to $105.0 million in 2016. Total average interest earning assets increased to $2.78 billion in 2017 from $2.75 billion in 2016. The tax-equivalent yield on these assets increased to 4.34% in 2017 from 4.21% in 2016. Total average interest-bearing liabilities increased to $2.05 billion in 2017 from $1.92 billion in 2016. The average cost of these interest-bearing liabilities increased to 0.31% in 2017 from 0.23% in 2016.

The net interest margin increased from 4.04% in 2016 to 4.11% in 2017. Earning asset yields increased 13 basis points while the rate on interest-bearing liabilities increased by 8 basis points.

CONSOLIDATED BALANCE SHEET - AVERAGE BALANCES AND INTEREST RATES



	December 31,
	2017							2016							2015
(Dollar amounts in thousands)	Average Balance			Interest		Yield/ Rate		Average Balance			Interest		Yield/ Rate		Average Balance			Interest		Yield/ Rate
ASSETS
Interest-earning assets:
Loans (1) (2)	$	1,855,092		92,750		5.00	%	$	1,792,609		87,636		4.89	%	$	1,761,888		85,529		4.85	%
Taxable investment securities	632,672			14,325		2.26	%	672,641			14,506		2.16	%	705,118			15,814		2.24	%
Tax-exempt investments (2)	279,301			13,337		4.78	%	267,849			13,358		4.99	%	259,191			13,518		5.22	%
Federal funds sold	12,663			101		0.80	%	15,066			63		0.42	%	18,272			52		0.28	%
Total interest-earning assets	2,779,728			120,513		4.34	%	2,748,165			115,563		4.21	%	2,744,469			114,913		4.19	%
Non-interest earning assets:
Cash and due from banks	61,650							62,694							73,066
Premises and equipment, net	48,368							49,721							50,877
Other assets	114,329							122,450							128,177
Less allowance for loan losses	(19,528		)					(19,650		)					(19,658		)
TOTALS	$	2,984,547						$	2,963,380						$	2,976,931
LIABILITIES AND SHAREHOLDERS' EQUITY
Interest-bearing liabilities:
Transaction accounts	$	1,647,622		3,795		0.23	%	$	1,482,046		1,986		0.13	%	$	1,463,662		1,429		0.10	%
Time deposits	356,281			2,216		0.62	%	393,180			2,173		0.55	%	437,961			2,505		0.57	%
Short-term borrowings	39,802			245		0.62	%	38,081			134		0.35	%	32,644			70		0.21	%
Other borrowings	7,205			82		1.14	%	8,475			114		1.35	%	14,463			165		1.14	%
Total interest-bearing liabilities:	2,050,910			6,338		0.31	%	1,921,782			4,407		0.23	%	1,948,730			4,169		0.21	%
Non interest-bearing liabilities:
Demand deposits	438,234							550,977							544,708
Other	60,137							75,589							78,648
	2,549,281							2,548,348							2,572,086
Shareholders' equity	435,266							415,032							404,845
TOTALS	$	2,984,547						$	2,963,380						$	2,976,931
Net interest earnings				$	114,175						$	111,156						$	110,744
Net yield on interest- earning assets						4.11	%						4.04	%						4.04	%

(1)For purposes of these computations, non-accruing loans are included in the daily average loan amounts outstanding.

(2)Interest income includes the effect of tax equivalent adjustments using a federal tax rate of 35%.

The following table sets forth the components of net interest income due to changes in volume and rate. The table information compares 2017 to 2016 and 2016 to 2015.



	2017 Compared to 2016 Increase (Decrease) Due to												2016 Compared to 2015 Increase (Decrease) Due to
(Dollar amounts in thousands)	Volume			Rate			Volume/ Rate			Total			Volume			Rate			Volume/ Rate			Total
Interest earned on interest-earning assets:
Loans (1) (2)	$	3,055		$	1,991		$	69		$	5,115		$	1,492		$	605		$	11		$	2,108
Taxable investment securities	(862		)	724			(43		)	(181		)	(728		)	(608		)	28			(1,308		)
Tax-exempt investment securities (2)	571			(568		)	(24		)	(21		)	452			(592		)	(20		)	(160		)
Federal funds sold	(10		)	57			(9		)	38			(9		)	24			(4		)	11
Total interest income	$	2,754		$	2,204		$	(7	)	$	4,951		$	1,207		$	(571	)	$	15		$	651
Interest paid on interest-bearing liabilities:
Transaction accounts	222			1,428			159			1,809			18			532			7			557
Time deposits	(204		)	273			(26		)	43			(256		)	(85		)	9			(332		)
Short-term borrowings	6			100			5			111			12			45			7			64
Other borrowings	(17		)	(18		)	3			(32		)	(68		)	30			(12		)	(50		)
Total interest expense	7			1,783			141			1,931			(294		)	522			11			239
Net interest income	$	2,747		$	421		$	(148	)	$	3,020		$	1,501		$	(1,093	)	$	4		$	412

(1)For purposes of these computations, non-accruing loans are included in the daily average loan amounts outstanding.

(2)Interest income includes the effect of tax equivalent adjustments using a federal tax rate of 35%.

PROVISION FOR LOAN LOSSES

The provision for loan losses charged to expense is based upon credit loss experience and the results of a detailed analysis estimating an appropriate and adequate allowance for loan losses. The analysis includes the evaluation of impaired loans as prescribed under Accounting Standards Codification (ASC-310), pooled loans as prescribed under ASC 450-10, and economic and other risk factors as outlined in various Joint Interagency Statements issued by the bank regulatory agencies. For the year ended December 31, 2017, the provision for loan losses was $5.3 million, an increase of $2.0 million, or 60.5%, compared to 2016.

Impaired loans increased to $10.1 million at December 31, 2017 from $8.6 million at December 31, 2016. The allowance allocation for these impaired loans increased to $625 thousand from $331 thousand during this period, contributing to the increase in provision in 2017 compared to 2016. Net charge-offs for 2017 were $4.2 million as compared to $4.5 million for 2016 and $3.6 million for 2015. Non-accrual loans, excluding TDR's, decreased to $13.2 million at December 31, 2017 from $13.5 million at December 31, 2016. Loans past due 90 days and still on accrual increased to $1.4 million compared to $0.6 million at December 31, 2016.

NON-INTEREST INCOME

Non-interest income of $35.9 million decreased $11.0 million from the $46.9 million earned in 2016. Non -interest income decreased due to the gain on sale of certain assets and liabilities of the insurance brokerage of $12.8 million in 2016, which was offset by $3.1 million received in 2017 for a collateralized debt obligation with no remaining book value.

NON-INTEREST EXPENSES

Non-interest expenses decreased to $88.7 million in 2017 from $90.3 million in 2016. Fringe benefits decreased $1.7 million as pension costs were reduced.

INCOME TAXES

The Corporation's federal income tax provision was $20.6 million in 2017 compared to $19.9 million in 2016. The overall effective tax rate in 2017 of 41.5% increased as compared to a 2016 effective rate of 34.1%, primarily due to the deferred tax adjustment related to the Tax Cuts and Jobs Act.

COMPARISON OF 2016 TO 2015

Net income for 2016 was $38.4 million or $3.12 per share compared to $30.2 million in 2015 or $2.35 per share. This increase in net income was driven by the gain on sale of certain assets and liabilities of the insurance brokerage of $12.8 million, as well as lower non-interest expense due to reduced salaries and benefits expenses as a result of the sale.

Net interest income increased $466 thousand in 2016 compared to 2015. The provision for loan losses decreased $1.4 million from $4.7 million in 2015 to $3.3 million in 2016. Non-interest expenses decreased $8.1 million while non-interest income increased $7.7 million. The increase in non-interest income and the decrease in non-interest expense resulted primarily from the sale of the insurance brokerage.

The provision for income taxes increased $9.5 million from 2015 to 2016 and the effective tax rate increased 851 basis points, or 33.2% in 2016 from 2015. The tax increase is principally due to the sale of certain assets and liabilities of the brokerage operation. The sale eliminated goodwill of $5.1 million which was not deductible for tax purposes which had the effect of increasing the tax gain on the sale compared to the book gain, resulting in additional tax expense.

COMPARISON AND DISCUSSION OF 2017 BALANCE SHEET TO 2016

The Corporation's total assets increased 0.4% or $12.1 million at December 31, 2017, from a year earlier. Available-for-sale securities decreased $38.8 million at December 31, 2017, from the previous year. Loans, net increased by $67.6 million to $1.91 billion. Deposits increased $30.1 million while borrowings decreased by $23.4 million. Total shareholders' equity decreased $0.8 million to $413.6 million at December 31, 2017. In 2017 dividends paid by the Corporation totaled $2.50, which included a $1.50 per share special dividend paid to shareholders on December 1, 2017, which totaled $18,335,625. There were also 22,714 shares from the treasury with a value of $1.06 million that were contributed to the ESOP plan in 2017 compared to 30,975 shares with a value of $1.36 million in 2016.

Following is an analysis of the components of the Corporation's balance sheet.

SECURITIES

The Corporation's investment strategy seeks to maximize income from the investment portfolio while using it as a risk management tool and ensuring safety of principal and capital. During 2017 the portfolio's balance decreased by 4.5%. The average life of the portfolio decreased from 4.9 years in 2016 to 4.8 years in 2017. The portfolio structure will continue to provide cash flows to be reinvested during 2018.



	1 year and less				1 to 5 years				5 to 10 years				Over 10 Years				2017
(Dollar amounts in thousands)	Balance		Rate		Balance		Rate		Balance		Rate		Balance		Rate		Total
U.S. government sponsored entity mortgage-backed securities and agencies (1)	$	439	4.78	%	$	4,277	4.89	%	$	55,887	5.72	%	$	168,432	4.52	%	$	229,035
Collateralized mortgage obligations (1)	130		4.22	%	440		6.32	%	5,175		3.57	%	333,924		2.47	%	339,669
States and political subdivisions	4,701		3.93	%	31,338		3.38	%	85,726		3.51	%	109,857		3.12	%	231,622
Corporate obligations	—		—	%	—		—	%	—		—	%	14,605		—	%	14,605
TOTAL	$	5,270	4.01	%	$	36,055	3.60	%	$	146,788	4.35	%	$	626,818	3.08	%	$	814,931

(1) Distribution of maturities is based on the estimated life of the asset.



	1 year and less				1 to 5 years				5 to 10 years				Over 10 Years				2016
(Dollar amounts in thousands)	Balance		Rate		Balance		Rate		Balance		Rate		Balance		Rate		Total
U.S. government sponsored entity mortgage-backed securities and agencies (1)	$	73	4.62	%	$	10,583	4.82	%	$	71,322	5.69	%	$	192,280	4.59	%	$	274,258
Collateralized mortgage obligations (1)	—		—	%	1,525		5.34	%	6,504		3.54	%	340,147		2.44	%	348,176
States and political subdivisions	3,527		3.66	%	51,043		3.54	%	90,010		3.49	%	74,343		3.09	%	218,923
Corporate obligations	—		—	%	—		—	%	—		—	%	12,368		—	%	12,368
TOTAL	3,600		3.68	%	63,151		3.80	%	167,836		4.43	%	619,138		3.14	%	853,725

(1) Distribution of maturities is based on the estimated life of the asset.

LOAN PORTFOLIO

Loans outstanding by major category as of December 31 for each of the last five years and the maturities at year end 2017 are set forth in the following analyses.



(Dollar amounts in thousands)	2017		2016		2015		2014		2013
Loan Category
Commercial	$	1,139,490	$	1,106,182	$	1,043,980	$	1,044,522	$	1,042,138
Residential	436,143		423,911		444,447		469,172		482,377
Consumer	327,976		305,881		272,896		266,656		268,033
TOTAL	$	1,903,609	$	1,835,974	$	1,761,323	$	1,780,350	$	1,792,548



	Within		After One But Within		After Five
(Dollar amounts in thousands)	One Year		Five Years		Years		Total
MATURITY DISTRIBUTION
Commercial, financial and agricultural	$	459,602	$	531,255	$	148,633	$	1,139,490
TOTAL
Residential							436,143
Consumer							327,976
TOTAL							$	1,903,609
Loans maturing after one year with:
Fixed interest rates			$	155,995	$	139,568
Variable interest rates			375,260		9,065
TOTAL			$	531,255	$	148,633

ALLOWANCE FOR LOAN LOSSES

The activity in the Corporation's allowance for loan losses is shown in the following analysis:



(Dollar amounts in thousands)	2017			2016			2015			2014			2013
Amount of loans outstanding at December 31,	$	1,903,609		$	1,835,974		$	1,761,323		$	1,780,350		$	1,792,548
Average amount of loans by year	$	1,855,092		$	1,792,609		$	1,761,888		$	1,795,235		$	1,807,599
Allowance for loan losses at beginning of year	$	18,773		$	19,946		$	18,839		$	20,068		$	21,958
Loans charged off:
Commercial	1,572			2,659			2,852			3,522			4,830
Residential	761			1,011			866			1,143			4,942
Consumer	6,429			5,279			4,810			4,785			3,615
Total loans charged off	8,762			8,949			8,528			9,450			13,387
Recoveries of loans previously charged off:
Commercial	1,377			1,663			2,429			934			3,149
Residential	842			676			452			798			472
Consumer	2,384			2,137			2,054			2,104			1,401
Total recoveries	4,603			4,476			4,935			3,836			5,022
Net loans charged off	4,159			4,473			3,593			5,614			8,365
Provision charged to expense *	5,295			3,300			4,700			4,385			6,475
Balance at end of year	$	19,909		$	18,773		$	19,946		$	18,839		$	20,068
Ratio of net charge-offs during period to average loans outstanding	0.22		%	0.25		%	0.20		%	0.31		%	0.46		%

* In 2014 and 2013 the provision charged to expense was increased by $687 thousand and $1.4 million, respectively for the decrease to the FDIC indemnification asset.

The allowance is maintained at an amount management believes sufficient to absorb probable incurred losses in the loan portfolio. Monitoring loan quality and maintaining an adequate allowance is an ongoing process overseen by senior management and the loan review function. On at least a quarterly basis, a formal analysis of the adequacy of the allowance is prepared and reviewed by management and the Board of Directors. This analysis serves as a point in time assessment of the level of the allowance and serves as a basis for provisions for loan losses. The loan quality monitoring process includes assigning loan grades and the use of a watch list to identify loans of concern.

Included in the $1.9 billion of loans outstanding at December 31, 2017 are $4.3 million of covered loans, those loans acquired with the purchase of the First National Bank of Danville from the FDIC that are covered by the loss sharing agreement.

Also included are loans acquired on December 30, 2011 in the Freestar acquisition. The acquired portfolio includes purchased credit impaired loans with a contractual balance due of $1.5 million and a carrying value of $1.6 million.

The analysis of the allowance for loan losses includes the allocation of specific amounts of the allowance to individual impaired loans, generally based on an analysis of the collateral securing those loans. Portions of the allowance are also allocated to loan portfolios, based upon a variety of factors including historical loss experience, trends in the type and volume of the loan portfolios, trends in delinquent and non-performing loans, and economic trends affecting our market. These components are added together and compared to the balance of our allowance at the evaluation date. The allowance for loan losses as a percentage of total loans increased to 1.04% at year end 2017 compared to 1.02% at year end 2016. The Corporation’s unallocated allowance position of $1.5 million at December 31, 2017 decreased from $1.7 million at December 31, 2016 and December 31, 2015. The calculation of historical losses used in the allowance computation averages the net charge off activity and qualitative factors that supplement historical losses and consider internal and external factors that influence management's expectations of loss in the portfolio and the unallocated portion of the allowance reflects management's uncertainty about whether the more modest levels of net charge offs in the recent years, particularly in the commercial segment of the portfolio, are sustainable and representative of the risk in the loan portfolio. Non-performing loans of $21.7 million at December 31, 2017 decreased from $22.7 million at December 31, 2016 due in large part to the resolution of certain commercial credits in 2017. Management believes the allowance for loan losses balance at year end 2017, including the unallocated portion, is reasonable based on their analysis of specific loans and the credit trends reflected within the loan portfolio. The table below presents the allocation of the allowance to the loan portfolios at year-end.



	Years Ended December 31,
(Dollar amounts in thousands)	2017		2016		2015		2014		2013
Commercial	$	10,281	$	9,731	$	11,482	$	10,915	$	12,450
Residential	1,455		1,553		1,834		1,374		1,585
Consumer	6,709		5,767		4,945		4,370		3,650
Unallocated	1,464		1,722		1,685		2,180		2,383
TOTAL ALLOWANCE FOR LOAN LOSSES	$	19,909	$	18,773	$	19,946	$	18,839	$	20,068

NONPERFORMING LOANS

Management monitors the components and status of nonperforming loans as a part of the evaluation procedures used in determining the adequacy of the allowance for loan losses. It is the Corporation's policy to discontinue the accrual of interest on loans where, in management's opinion, serious doubt exists as to collectability. The amounts shown below represent non-accrual loans, loans which have been restructured to provide for a reduction or deferral of interest or principal because of deterioration in the financial condition of the borrower and those loans which are past due more than 90 days where the Corporation continues to accrue interest. Restructured loans declined in 2017 and 2016 due to the reduced number and balance of loans added combined with the continued receipt of payments in accordance with the restructuring terms as well as in 2015 there was one large commercial credit paid off. Non-accrual restructured loans decreased in 2014 primarily due to the sale in 2014 of two large commercial credits and in 2013 of one large commercial credit. Additional information regarding restructured loans is available in the footnotes to the financial statements.



(Dollar amounts in thousands)	2017		2016		2015		2014		2013
Non-accrual loans	$	13,245	$	13,492	$	14,634	$	15,034	$	19,779
Accruing restructured loans	3,280		3,729		4,851		4,616		4,199
Non-accrual restructured loans	3,754		4,836		5,009		10,142		13,102
Accruing loans past due over 90 days	1,403		610		964		780		2,073
	$	21,682	$	22,667	$	25,458	$	30,572	$	39,153

The ratio of the allowance for loan losses as a percentage of nonperforming loans was 92% at December 31, 2017, compared to 83% in 2016. There were no covered loans included in restructured loans in 2017 and 2016. In the footnotes to the financial statements the amount reported for nonperforming loans is the recorded investment which includes accrued interest receivable. The following loan categories comprise significant components of the nonperforming loans at December 31, 2017 and 2016:



(Dollar amounts in thousands)	2017				2016
Non-accrual loans:
Commercial loans	$	7,935	60	%	$	6,534	48	%
Residential loans	4,445		34	%	6,077		45	%
Consumer loans	865		6	%	881		7	%
	$	13,245	100	%	$	13,492	100	%
Past due 90 days or more:
Commercial loans	$	57	4	%	$	44	7	%
Residential loans	1,088		78	%	287		47	%
Consumer loans	258		18	%	279		46	%
	$	1,403	100	%	$	610	100	%



	Covered Loans (also included above)
(Dollar amounts in thousands)	2017				2016
Non-accrual loans:
Commercial loans	$	2	3	%	$	3	3	%
Residential loans	60		97	%	109		97	%
Consumer loans	—		—	%	—		—	%
	$	62	100	%	$	112	100	%
Past due 90 days or more:
Commercial loans	$	—	—	%	$	—	—	%
Residential loans	88		100	%	80		100	%
Consumer loans	—		—	%	—		—	%
	$	88	100	%	$	80	100	%

Management considers the present allowance to be appropriate and adequate to cover probable incurred losses inherent in the loan portfolio based on the current economic environment. However, future economic changes cannot be predicted. Deteriorating economic conditions could result in an increase in the risk characteristics of the loan portfolio and an increase in the potential for loan losses.

DEPOSITS

The information below presents the average amount of deposits and rates paid on those deposits for 2017, 2016 and 2015.



	2017				2016				2015
(Dollar amounts in thousands)	Amount		Rate		Amount		Rate		Amount		Rate
Non-interest-bearing demand deposits	$	438,234			$	550,977			$	544,708
Interest-bearing demand deposits	719,728		0.30	%	592,832		0.18	%	591,412		0.12	%
Savings deposits	927,894		0.19	%	889,214		0.11	%	872,250		0.08	%
Time deposits: $100,000 or more	100,432		0.69	%	108,739		0.58	%	117,066		0.59	%
Other time deposits	255,849		0.59	%	284,441		0.54	%	320,895		0.57	%
TOTAL	$	2,442,137			$	2,426,203			$	2,446,331

The maturities of certificates of deposit of more than $100 thousand outstanding at December 31, 2017, are summarized as follows:



(Dollar amounts in thousands)
3 months or less	$	12,771
Over 3 through 6 months	13,652
Over 6 through 12 months	22,581
Over 12 months	49,802
TOTAL	$	98,806

OTHER BORROWINGS

Advances from the Federal Home Loan Bank decreased to zero in 2017 compared to $132 thousand in 2016. The Asset/Liability Committee reviews these funding sources and considers the related strategies on a monthly basis. See Interest Rate Sensitivity and Liquidity below for more information.

CAPITAL RESOURCES

Bank regulatory agencies have established capital adequacy standards which are used extensively in their monitoring and control of the industry. These standards relate capital to level of risk by assigning different weightings to assets and certain off-balance-sheet activity. As shown in the footnote to the consolidated financial statements ("Regulatory Matters"), the Corporation's subsidiary banking institutions capital exceeds the requirements to be considered well capitalized at December 31, 2017.

First Financial Corporation's objective continues to be to maintain adequate capital to merit the confidence of its customers and shareholders. To warrant this confidence, the Corporation's management maintains a capital position which they believe is sufficient to absorb unforeseen financial shocks without unnecessarily restricting dividends to its shareholders. The Corporation's dividend payout ratio for 2017 and 2016 was 105.3% and 31.8%, respectively. The Corporation expects to continue its policy of paying regular cash dividends, subject to future earnings and regulatory restrictions and capital requirements.

INTEREST RATE SENSITIVITY AND LIQUIDITY

First Financial Corporation has established risk measures, limits and policy guidelines for managing interest rate risk and liquidity. Responsibility for management of these functions resides with the Asset/Liability Committee. The primary goal of the Asset/Liability Committee is to maximize net interest income within the interest rate risk limits approved by the Board of Directors.

Interest Rate Risk: Management considers interest rate risk to be the Corporation's most significant market risk. Interest rate risk is the exposure to changes in net interest income as a result of changes in interest rates. Consistency in the Corporation's net interest income is largely dependent on the effective management of this risk. The Asset/Liability position is measured using sophisticated risk management tools, including earnings simulation and market value of equity sensitivity analysis. These tools allow management to quantify and monitor both short-and long-term exposure to interest rate risk. Simulation modeling measures the effects of

changes in interest rates, changes in the shape of the yield curve and the effects of embedded options on net interest income. This measure projects earnings in the various environments over the next three years. It is important to note that measures of interest rate risk have limitations and are dependent on various assumptions. These assumptions are inherently uncertain and, as a result, the model cannot precisely predict the impact of interest rate fluctuations on net interest income. Actual results will differ from simulated results due to timing, frequency and amount of interest rate changes as well as overall market conditions. The Committee has performed a thorough analysis of these assumptions and believes them to be valid and theoretically sound. These assumptions are continuously monitored for behavioral changes.

The Corporation from time to time utilizes derivatives to manage interest rate risk. Management continuously evaluates the merits of such interest rate risk products but does not anticipate the use of such products to become a major part of the Corporation's risk management strategy.

The table below shows the Corporation's estimated sensitivity profile as of December 31, 2017. The change in interest rates assumes a parallel shift in interest rates of 100 and 200 basis points. Given a 100 basis point increase in rates, net interest income would increase 2.36% over the next 12 months and increase 6.03% over the following 12 months. Given a 100 basis point decrease in rates, net interest income would decrease 2.78% over the next 12 months and decrease 4.2% over the following 12 months. These estimates assume all rate changes occur overnight and management takes no action as a result of this change.



Basis Point	Percentage Change in Net Interest Income
Interest Rate Change	12 months		24 months		36 months
Down 200	-3.39	%	-6.19	%	-8.61	%
Down 100	-2.78	%	-4.20	%	-5.64	%
Up 100	2.36	%	6.03	%	9.53	%
Up 200	1.48	%	8.38	%	15.22	%

Typical rate shock analysis does not reflect management's ability to react and thereby reduce the effects of rate changes, and represents a worst-case scenario.

Liquidity Risk Liquidity is measured by the bank's ability to raise funds to meet the obligations of its customers, including deposit withdrawals and credit needs. This is accomplished primarily by maintaining sufficient liquid assets in the form of investment securities and core deposits. The Corporation has $5.3 million of investments that mature throughout the coming 12 months. The Corporation also anticipates $98.3 million of principal payments from mortgage-backed securities. Given the current rate environment, the Corporation anticipates $25.3 million in securities to be called within the next 12 months.

The Corporation also has additional sources of liquidity available through secured and unsecured borrowing capacity. These include upstream correspondents, the Federal Home Loan Bank and the Federal Reserve Bank.

CONTRACTUAL OBLIGATIONS, COMMITMENTS, CONTINGENT LIABILITIES AND OFF-BALANCE SHEET ARRANGEMENTS

The Corporation has various financial obligations, including contractual obligations and commitments that may require future cash payments.

Contractual Obligations: The following table presents, as of December 31, 2017, significant fixed and determinable contractual obligations to third parties by payment date. Further discussion of the nature of each obligation is included in the referenced note to the consolidated financial statements.



	Payments Due in
	Note	One year		One year to		Three to		Over Five
(Dollar amounts in thousands)	Reference	or less		Three Years		Five Years		Years		Total
Deposits without a stated maturity		$	2,121,722	$	—	$	—	$	—	$	2,121,722
Consumer certificates of deposit		181,508		109,904		45,467		52		336,931
Short-term borrowings	11	57,686		—		—		—		57,686
Other borrowings	12	—		—		—		—		—

The Corporation has obligations under its pension, supplemental executive retirement plan and post-retirement medical benefits plan as described in Note 15 to the consolidated financial statements.

The Corporation has lease obligations on certain branch properties and equipment as described in Note 8 to the consolidated financial statements.

Commitments: The following table details the amount and expected maturities of significant commitments as of December 31, 2017. Further discussion of these commitments is included in Note 14 to the consolidated financial statements.



	Total Amount		One year		Over One
(Dollar amounts in thousands)	Committed		or less		Year
Commitments to extend credit:
Unused loan commitments	$	387,701	$	193,683	$	194,018
Commercial letters of credit	5,012		4,525		487

Commitments to extend credit, including loan commitments, standby and commercial letters of credit do not necessarily represent future cash requirements, in that these commitments often expire without being drawn upon.


ITEM 7A.	QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

The information contained in “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in the preceding pages of this Form 10-K is incorporated herein by reference in response to this item.


ITEM 8.	FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

MANAGEMENT'S REPORT ON INTERNAL CONTROL OVER FINANCIAL REPORTING

The management of First Financial Corporation (the "Corporation") has prepared and is responsible for the preparation and accuracy of the consolidated financial statements and related financial information included in the Annual Report.

The management of the Corporation is responsible for establishing and maintaining adequate internal control over financial reporting as defined in Rules 13a-15(f) and 15d-15(f) under the Securities Exchange Act of 1934. The Corporation's internal control over financial reporting is designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. The Corporation's internal control over financial reporting includes those policies and procedures that: (i) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the Corporation; (ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the Corporation are being made only in accordance with authorizations of management and directors of the Corporation; and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of the Corporation's assets that could have a material effect on the financial statements.

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

Management assessed the Corporation's system of internal control over financial reporting as of December 31, 2017, in relation to criteria for effective internal control over financial reporting as described in "Internal Control—Integrated Framework," issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO) in 2013. Based on this assessment, management concluded that, as of December 31, 2017, its system of internal control over financial reporting is effective and meets the criteria of the "Internal Control—Integrated Framework."

Crowe Horwath LLP, independent registered public accounting firm, has audited the Corporation's internal control over financial reporting as of December 31, 2017 and has issued a report dated March 7, 2018.

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

Shareholders and the Board of Directors of First Financial Corporation

Terre Haute, Indiana

Opinions on the Financial Statements and Internal Control over Financial Reporting

We have audited the accompanying consolidated balance sheets of First Financial Corporation (the "Corporation") as of December 31, 2017 and 2016, the related consolidated statements of income and comprehensive income, changes in shareholders’ equity, and cash flows for each of the years in the three-year period ended December 31, 2017, and the related notes (collectively referred to as the "financial statements"). We also have audited the Corporation’s internal control over financial reporting as of December 31, 2017, based on criteria established in Internal Control - Integrated Framework: (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO).

In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of the Corporation as of December 31, 2017 and 2016, and the results of its operations and its cash flows for each of the years in the three-year period ended December 31, 2017 in conformity with accounting principles generally accepted in the United States of America. Also in our opinion, the Corporation maintained, in all material respects, effective internal control over financial reporting as of December 31, 2017, based on criteria established in Internal Control - Integrated Framework: (2013) issued by COSO.

Basis for Opinions

The Corporation’s management is responsible for these financial statements, for maintaining effective internal control over financial reporting, and for its assessment of the effectiveness of internal control over financial reporting, included in the accompanying Management’s Report on Internal Control over Financial Reporting. Our responsibility is to express an opinion on the Corporation’s financial statements and an opinion on the Corporation’s internal control over financial reporting based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) ("PCAOB") and are required to be independent with respect to the Corporation in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud, and whether effective internal control over financial reporting was maintained in all material respects.

Our audits of the financial statements included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. Our audit of internal control over financial reporting included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. Our audits also included performing such other procedures as we considered necessary in the circumstances. We believe that our audits provide a reasonable basis for our opinions.

Definition and Limitations of Internal Control Over Financial Reporting

A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.

��

Crowe Horwath LLP

We have served as the Corporation's auditor since 1999.

Indianapolis, Indiana

March 7, 2018

CONSOLIDATED BALANCE SHEETS



	December 31,
(Dollar amounts in thousands, except per share data)	2017			2016
ASSETS
Cash and due from banks	$	74,107		$	75,012
Federal funds sold	—			6,952
Securities available-for-sale	814,931			853,725
Loans, net of allowance of $19,909 in 2017 and $18,773 in 2016	1,886,852			1,820,407
Restricted Stock	10,379			10,359
Accrued interest receivable	12,913			12,311
Premises and equipment, net	48,272			49,240
Bank-owned life insurance	85,016			83,737
Goodwill	34,355			34,355
Other intangible assets	1,630			2,109
Other real estate owned	1,880			2,531
Other assets	30,333			37,789
TOTAL ASSETS	$	3,000,668		$	2,988,527
LIABILITIES AND SHAREHOLDERS’ EQUITY
Deposits:
Non-interest-bearing	$	425,001		$	564,092
Interest-bearing:
Certificates of deposit that meet or exceed the FDIC insurance limit	43,178			43,759
Other interest-bearing deposits	1,990,474			1,820,675
	2,458,653			2,428,526
Short-term borrowings	57,686			80,989
Other borrowings	—			132
Other liabilities	70,760			64,485
TOTAL LIABILITIES	2,587,099			2,574,132
Shareholders’ equity
Common stock, $.125 stated value per share;
Authorized shares-40,000,000
Issued shares-14,595,320 in 2017 and 14,578,758 in 2016
Outstanding shares-12,246,464 in 2017 and 12,216,712 in 2016	1,822			1,820
Additional paid-in capital	75,624			74,525
Retained earnings	420,275			421,826
Accumulated other comprehensive income (loss)	(14,704		)	(14,164		)
Less: Treasury shares at cost-2,348,856 in 2017 and 2,362,046 in 2016	(69,448		)	(69,612		)
TOTAL SHAREHOLDERS’ EQUITY	413,569			414,395
TOTAL LIABILITIES AND SHAREHOLDERS’ EQUITY	$	3,000,668		$	2,988,527

See accompanying notes.

CONSOLIDATED STATEMENTS OF INCOME AND COMPREHENSIVE INCOME



	Years Ended December 31,
(Dollar amounts in thousands, except per share data)	2017			2016			2015
INTEREST AND DIVIDEND INCOME:
Loans, including related fees	$	91,100		$	86,128		$	84,022
Securities:
Taxable	14,325			14,506			15,815
Tax-exempt	7,391			7,269			7,194
Other	1,379			1,477			1,645
TOTAL INTEREST AND DIVIDEND INCOME	114,195			109,380			108,676
INTEREST EXPENSE:
Deposits	6,011			4,159			3,934
Short-term borrowings	245			134			70
Other borrowings	82			114			165
TOTAL INTEREST EXPENSE	6,338			4,407			4,169
NET INTEREST INCOME	107,857			104,973			104,507
Provision for loan losses	5,295			3,300			4,700
NET INTEREST INCOME AFTER PROVISION FOR LOAN LOSSES	102,562			101,673			99,807
NON-INTEREST INCOME:
Trust and financial services	5,001			5,208			5,586
Service charges and fees on deposit accounts	11,895			10,530			10,145
Other service charges and fees	12,499			12,307			11,798
Securities gain (loss), net	59			34			17
Insurance commissions	74			2,346			6,945
Gain on sale of certain assets and liabilities of insurance brokerage operation	—			12,822			—
Gain on sale of mortgage loans	1,688			1,842			1,998
Other	4,722			1,842			2,690
TOTAL NON-INTEREST INCOME	35,938			46,931			39,179
NON-INTEREST EXPENSES:
Salaries and employee benefits	51,322			52,730			60,109
Occupancy expense	6,897			6,865			6,978
Equipment expense	7,186			7,300			6,991
Federal Deposit Insurance	915			1,300			1,769
Other	22,427			22,113			22,551
TOTAL NON-INTEREST EXPENSE	88,747			90,308			98,398
INCOME BEFORE INCOME TAXES	49,753			58,296			40,588
Provision for income taxes	20,622			19,883			10,392
NET INCOME	29,131			38,413			30,196
OTHER COMPREHENSIVE INCOME
Change in unrealized gains/(losses) on securities, net of reclassifications and taxes	3,335			(10,130		)	(1,225		)
Change in funded status of post-retirement benefits, net of taxes	(3,875		)	5,367			6,353
COMPREHENSIVE INCOME	$	28,591		$	33,650		$	35,324
EARNINGS PER SHARE:
BASIC AND DILUTED	$	2.38		$	3.12		$	2.35
Weighted average number of shares outstanding (in thousands)	12,225			12,317			12,836

See accompanying notes.

CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS' EQUITY



	Common		Additional		Retained			Accumulated Other Comprehensive			Treasury
(Dollar amounts in thousands, except per share data)	Stock		Capital		Earnings			Income/(Loss)			Stock			Total
Balance, January 1, 2015	$	1,815	$	72,405	$	377,970		$	(14,529	)	$	(43,447	)	$	394,214
Net income	—		—		30,196			—			—			30,196
Other comprehensive income (loss)	—		—		—			5,128			—			5,128
Omnibus Equity Incentive Plan, net	2		713		—			—			—			715
Treasury stock purchases (257,989 shares)											(8,698		)	(8,698		)
Contribution of 36,149 shares to ESOP	—		278		—			—			1,016			1,294
Cash Dividends, $.98 per share	—		—		(12,533		)	—			—			(12,533		)
Balance, December 31, 2015	1,817		73,396		395,633			(9,401		)	(51,129		)	410,316
Net income	—		—		38,413			—			—			38,413
Other comprehensive income (loss)	—		—		—			(4,763		)	—			(4,763		)
Omnibus Equity Incentive Plan, net	3		681		—			—			—			684
Treasury stock purchases (575,224 shares)	—		—		—			—			(19,396		)	(19,396		)
Contribution of 30,975 shares to ESOP	—		448		—			—			913			1,361
Cash Dividends, $1.00 per share	—		—		(12,220		)	—			—			(12,220		)
Balance, December 31, 2016	1,820		74,525		421,826			(14,164		)	(69,612		)	414,395
Net income	—		—		29,131			—			—			29,131
Other comprehensive income (loss)	—		—		—			(540		)	—			(540		)
Omnibus Equity Incentive Plan, net	2		704		—			—			—			706
Treasury stock purchases (9,524 shares)	—		—		—			—			(503		)	(503		)
Contribution of 22,714 shares to ESOP	—		395		—			—			667			1,062
Cash Dividends, $2.51 per share	—		—		(30,682		)	—			—			(30,682		)
Balance, December 31, 2017	$	1,822	$	75,624	$	420,275		$	(14,704	)	$	(69,448	)	$	413,569

See accompanying notes.

CONSOLIDATED STATEMENTS OF CASH FLOWS



	Years Ended December 31,
(Dollar amounts in thousands, except per share data)	2017			2016			2015
CASH FLOWS FROM OPERATING ACTIVITIES:
Net Income	$	29,131		$	38,413		$	30,196
Adjustments to reconcile net income to net cash provided by operating activities:
Net (accretion) amortization on securities	3,786			3,695			2,940
Provision for loan losses	5,295			3,300			4,700
Securities (gains) losses	(59		)	(34		)	(17		)
Depreciation and amortization	4,426			4,968			5,490
Provision for deferred income taxes	(4,241		)	(1,512		)	(924		)
Net change in accrued interest receivable	(602		)	(578		)	(140		)
Contribution of shares to ESOP	1,062			1,361			1,294
Gain on sale of certain assets and liabilities of insurance brokerage operation	—			(12,822		)	—
Stock compensation expense	706			684			684
Gain on sale of mortgage loans	(1,688		)	(1,842		)	(1,998		)
Loss (gain) on sales of other real estate	108			93			116
Origination of loans held for sale	(62,712		)	(68,945		)	(72,303		)
Proceeds from loans held for sale	66,265			71,010			75,542
Other, net	8,658			3,401			(4,325		)
NET CASH FROM OPERATING ACTIVITIES	50,135			41,192			41,255
CASH FLOWS FROM INVESTING ACTIVITIES:
Sales of securities available-for-sale	9,743			—			3,735
Calls, maturities and principal reductions on securities available-for-sale	141,819			168,506			150,315
Purchases of securities available-for-sale	(111,138		)	(150,893		)	(149,181		)
Loans made to customers, net of payments	(72,463		)	(80,434		)	12,901
Net change in federal funds sold	6,952			2,863			(1,815		)
Redemption of restricted stock	—			500			5,587
Purchase of restricted stock	(20		)	(21		)	(21		)
Purchase of customer list	—			—			(103		)
Proceeds from sale of certain assets and liabilities of insurance brokerage operation	—			16,895			—
Sale of other real estate	1,419			1,583			1,638
Additions to premises and equipment	(2,979		)	(3,049		)	(3,393		)
NET CASH FROM INVESTING ACTIVITIES	(26,667		)	(44,050		)	19,663
CASH FLOWS FROM FINANCING ACTIVITIES:
Net change in deposits	30,121			(13,906		)	(14,899		)
Net change in short-term borrowings	(23,303		)	47,158			(14,184		)
Dividends paid	(30,556		)	(12,359		)	(12,632		)
Purchases of treasury stock	(503		)	(19,396		)	(8,698		)
Proceeds from other borrowings	170,000			54,350			36,900
Repayments on other borrowings	(170,132		)	(66,672		)	(36,812		)
NET CASH FROM FINANCING ACTIVITIES	(24,373		)	(10,825		)	(50,325		)

Continued




NET CHANGE IN CASH AND CASH EQUIVALENTS	(905		)	(13,683		)	10,593
CASH AND DUE FROM BANKS, BEGINNING OF YEAR	75,012			88,695			78,102
CASH AND DUE FROM BANKS, END OF YEAR	$	74,107		$	75,012		$	88,695

SUPPLEMENTAL DISCLOSURES OF CASH FLOW AND NONCASH INFORMATION:
Cash paid for the year for:
Interest	$	6,337		$	4,432		$	4,237
Income Taxes	$	11,158		$	18,739		$	12,869

See accompanying notes.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


1.	BUSINESS AND SIGNIFICANT ACCOUNTING POLICIES:

BUSINESS

Organization: The consolidated financial statements of First Financial Corporation and its subsidiaries (the Corporation) include the parent company and its wholly-owned subsidiaries, First Financial Bank, N.A. headquartered in Vigo County, Indiana, The Morris Plan Company of Terre Haute (Morris Plan), First Chanticleer Corporation, a property rental entity headquartered in Terre Haute, Indiana, and FFB Risk Management Co., Inc., a captive insurance subsidiary headquartered in Las Vegas, Nevada. Inter-company transactions and balances have been eliminated.

First Financial Bank also has two investment subsidiaries, Portfolio Management Specialists A (Specialists A) and Portfolio Management Specialists B (Specialists B), which were established to hold and manage certain assets as part of a strategy to better manage various income streams and provide opportunities for capital creation as needed. Specialists A and Specialists B subsequently entered into a limited partnership agreement, Global Portfolio Limited Partners. Portfolio Management Specialists B also owns First Financial Real Estate, LLC. At December 31, 2017, $743.3 million of securities and loans were owned by these subsidiaries. Specialists A, Specialists B, Global Portfolio Limited Partners and First Financial Real Estate LLC are included in the consolidated financial statements.

The Corporation, which is headquartered in Terre Haute, Indiana, offers a wide variety of financial services including commercial, mortgage and consumer lending, lease financing, trust account services and depositor services through its four subsidiaries. The Corporation's primary source of revenue is derived from loans to customers and investment activities.

The Corporation operates 66 branches in west-central Indiana and east-central Illinois. First Financial Bank is the largest bank in Vigo County. It operates 11 full-service banking branches within the county; one in Daviess County, Indiana.; three in Clay County, Indiana; one in Gibson County, Indiana.; one in Greene County, Indiana; two in Knox County, Indiana; four in Parke County, Indiana; one in Putnam County, Indiana; four in Sullivan County, Indiana; one in Vanderburgh County, Indiana,; four in Vermillion County, Indiana; four in Champaign County, Illinois; one in Clark County, Illinois; three in Coles County, Illinois; two in Crawford County, Illinois; two in Franklin County, Illinois; one in Jasper County, Illinois; two in Jefferson County, Illinois; one in Lawrence County, Illinois; two in Livingston County, Illinois; two in Marion County, Illinois; three in McLean County, Illinois; two in Richland County, Illinois; six in Vermilion County, Illinois; and one in Wayne County, Illinois. It also has a main office in downtown Terre Haute and an operations center/office building in southern Terre Haute.

Regulatory Agencies: First Financial Corporation is a multi-bank holding company and as such is regulated by various banking agencies. The holding company is regulated by the Seventh District of the Federal Reserve System. The national bank subsidiary is regulated by the Office of the Comptroller of the Currency. The state bank subsidiary is jointly regulated by the state banking organization and the Federal Deposit Insurance Corporation. FFB Risk Management Company is regulated by the State of Nevada Division of Insurance.

SIGNIFICANT ACCOUNTING POLICIES

Use of Estimates: To prepare financial statements in conformity with U.S. generally accepted accounting principles, management makes estimates and assumptions based on available information. These estimates and assumptions affect the amounts reported in the financial statements and disclosures provided, and actual results could differ.

Cash Flows: Cash and cash equivalents include cash and demand deposits with other financial institutions. Net cash flows are reported for customer loan and deposit transactions and short-term borrowings. Non-cash transactions include loans transferred to other real estate of $0.9 million, $0.7 million and $1.3 million for the years ended December 31, 2017, 2016 and 2015 respectively.

Securities: The Corporation classifies all securities as "available for sale." Securities are classified as available for sale when they might be sold before maturity. Securities available for sale are carried at fair value with unrealized holdings gains and losses, net of taxes, reported in other comprehensive income within shareholders' equity.

Interest income includes amortization of purchase premium or discount. Premiums and discounts are amortized on the level yield method without anticipating prepayments. Mortgage-backed securities are amortized over the expected life. Realized gains and losses on sales are based on the amortized cost of the security sold. Management evaluates securities for other-than temporary impairment (OTTI) at least on a quarterly basis, and more frequently when economic or market conditions warrant such an evaluation.

Loans: Loans that management has the intent and ability to hold for the foreseeable future until maturity or pay-off are reported at the principal balance outstanding, net of unearned interest, purchase premiums and discounts, deferred loan fees and costs, and allowance for loan losses. Loans held for sale are reported at the lower of cost or fair value, on an aggregate basis. Interest income is accrued on the unpaid principal balance and includes amortization of net deferred loan fees and costs over the loan term without anticipating prepayments. The recorded investment in loans includes accrued interest receivable and net deferred loan fees and costs. Interest income is not reported when full loan repayment is in doubt, typically when the loan is impaired or payments are significantly past due. Past-due status is based on the contractual terms of the loan.

All interest accrued but not received for loans placed on non-accrual is reversed against interest income. Interest received on such loans is accounted for on the cash-basis or cost-recovery method, until qualifying for return to accrual. Loans are returned to accrual status when all the principal and interest amounts contractually due are brought current and future payments are reasonably assured. In all cases, loans are placed on non-accrual or charged-off if collection of principal or interest is considered doubtful. The above policies are consistent for all segments of loans.

Certain Purchased Loans: The Corporation purchases individual loans and groups of loans, some of which have shown evidence of credit deterioration since origination. These purchased loans are recorded at the amount paid, such that there is no carryover of the seller's allowance for loan losses. After acquisition, losses are recognized by an increase in the allowance for loan losses. Such purchased loans are accounted for individually. The Corporation estimates the amount and timing of expected cash flows for each purchased loan, and the expected cash flows in excess of amount paid are recorded as interest income over the remaining life of the loan (accretable yield). The excess of the loan's contractual principal and interest over expected cash flows is not recorded (nonaccretable difference).

Over the life of the loan, expected cash flows continue to be estimated. If the present value of expected cash flows is less than the carrying amount, a provision for loan loss is recorded. If the present value of expected cash flows is greater than the carrying amount, it is recognized as part of future interest income.

Concentration of Credit Risk: Most of the Corporation's business activity is with customers located within west central Indiana and east central Illinois. Therefore, the Corporation's exposure to credit risk is significantly affected by changes in the economy of this area. A major economic downturn in this area would have a negative effect on the Corporation's loan portfolio.

The risk characteristics of each loan portfolio segment are as follows:

Commercial

The Corporation strives to maintain a geographically diverse commercial real estate portfolio. Commercial real estate loans are primarily underwritten based upon the cash flows of the underlying real estate or from the cash flows of the business conducted at the real estate. Generally, these types of loans will be fully guaranteed by the principal owners of the real estate and loan amounts must be supported by adequate collateral value. Commercial real estate loans may be adversely affected by factors in the local market, the regional economy, or industry specific factors. In addition, Commercial Construction loans are a specific type of commercial real estate loan which inherently carry more risk than loans for completed projects. Since these types of loans are underwritten utilizing estimated costs, feasibility studies, and estimated absorption rates, the underlying value of the project may change based upon the inaccuracy of these projections. Commercial construction loans are closely monitored, subject to industry standards, and disbursements are controlled during the construction process.

Residential

all Mortgages including the value of the underlying real estate, debt-to-income ratio and credit history of the borrower. Repayment is primarily dependent upon the personal income of the borrower and can be impacted by changes in borrower’s circumstances such as changes in employment status and changes in real estate property values. Risk is mitigated by the sale of substantially all long-term fixed rate mortgages, the underwriting of portfolio loans to Qualified Mortgage standards and the fact that mortgages are generally smaller individual amounts spread over a large number of borrowers.

Consumer

Allowance for Loan Losses: The allowance for loan losses is a valuation allowance for probable incurred credit losses. Loan losses are charged against the allowance when management believes the uncollectibility of a loan balance is confirmed. Subsequent recoveries, if any, are credited to the allowance. Management estimates the allowance balance required using past loan loss experience, the nature and volume of the portfolio, information about specific borrower situations and estimated collateral values, economic conditions and other factors. Allocations of the allowance may be made for specific loans, but the entire allowance is available for any loan that, in management's judgment, should be charged off. The allowance consists of specific and general components. The specific component relates to loans that are individually classified as impaired. The general component covers non-classified loans as well as non-impaired classified loans and is based on historical loss experience adjusted for current factors.

A loan is impaired when full payment under the loan terms is not expected. Loans for which the terms have been modified, and for which the borrower is experiencing financial difficulties, are considered troubled debt restructurings and classified as impaired. Impairment is evaluated in total for smaller-balance loans of similar nature such as residential mortgages and consumer loans, and on an individual basis for other loans. If a loan is impaired, a portion of the allowance is allocated so that the loan is reported, net, at the present value of estimated future cash flows, using the loan's existing rate, or at the fair value of collateral if repayment is expected solely from the collateral. Large groups of smaller balance homogeneous loans, such as consumer and residential real estate loans, are collectively evaluated for impairment and, accordingly, they are not separately identified for impairment disclosures.

The general component covers non-classified loans as well as non-impaired classified loans and is based on historical loss experience adjusted for current factors. The historical loss experience is based on the actual loss history experienced over the most recent four years. This actual loss experience is supplemented with other current factors based on the risks present for each portfolio segment. These current factors include consideration of the following: levels of and trends in delinquent, classified, and impaired loans; levels of and trends in charge-offs and recoveries; national and local economic trends and conditions; changes in lending policies and procedures; trends in volume and terms of loans; experience, ability, and depth of lending management and other relevant staff; credit concentrations; value of underlying collateral for collateral dependent loans; and other external factors such as competition and legal and regulatory requirements. The following portfolio segments have been identified: commercial loans, residential loans and consumer loans. A characteristic of the commercial loan segment is that the loans are for business purchases. A characteristic of the residential loan segment is that the loans are secured by residential properties. A characteristic of the consumer loan segment is that the loans are for automobiles and other consumer purchases. Commercial loans are generally well secured, which mitigates the risk of loss and has contributed to the low historical loss rate. However, concentrations in commercial real estate, along with the potential impact of rising interest rates to commercial real estate, raises the risk of loss on commercial loans. For these reasons, commercial loans have the highest adjustment to the historical loss rate. Continued weakness in local economic conditions along with declining auto values resulted in consumer loans having the next highest level of adjustment to the historical loss rate. The residential loan portfolio segment had the lowest level of adjustment to the historical loss rate.

Troubled debt restructurings are separately identified for impairment disclosures and are measured at the present value of estimated future cash flows using the loan's effective rate at inception. If a troubled debt restructuring is considered to be a collateral dependent loan, the loan is reported, net, at the fair value of the collateral. For troubled debt restructurings that subsequently default, the Corporation determines the amount of reserve in accordance with the accounting policy for the allowance for loan losses.

FDIC Indemnification Asset: The FDIC indemnification asset results from the loss share agreements in the 2009 FDIC-assisted transaction. The asset is measured separately from the related covered assets as they are not contractually embedded in the assets and are not transferable with the assets should the Corporation choose to dispose of them. It represents the acquisition date fair value of expected reimbursements from the FDIC which was determined to be $12.1 million. Pursuant to the terms of the loss sharing agreement, covered loans and other real estate are subject to a stated loss threshold whereby the FDIC will reimburse the Corporation for up to 95% of losses incurred. These expected reimbursements do not include reimbursable amounts related to future covered expenditures. These cash flows are discounted to reflect a metric of uncertainty of the timing and receipt of the loss sharing reimbursement from the FDIC. This asset decreases when losses are realized and claims are paid by the FDIC or when customers repay their loans in full and expected losses do not occur. This asset also increases when estimated future losses increase. When estimated future losses increase, the Corporation records a provision for loan losses and increases its allowance for loan losses accordingly. The related increase or decrease in the FDIC indemnification asset is recorded as an (increase) or offset to the provision for loan losses. There were not any changes to the provision for loan losses related to the FDIC indemnification asset in 2017, 2016, and 2015. At December 31, 2017, 2016, and 2015, the balance of the indemnification asset was not material and is included in other assets.

Foreclosed Assets: Assets acquired through or instead of loan foreclosures are initially recorded at fair value less estimated selling costs when acquired, establishing a new cost basis. Physical possession of residential real estate property collateralizing a consumer mortgage loan occurs when legal title is obtained upon completion of foreclosure or when the borrower conveys all interest in the property to satisfy the loan through completion of a deed in lieu of foreclosure or similar legal agreement. These assets are subsequently accounted for at lower of cost or fair value less estimated costs to sell. If fair value declines, a valuation allowance is recorded through expense. Costs after acquisition are expensed.

Premises and Equipment: Land is carried at cost. Premises and equipment are stated at cost less accumulated depreciation. Depreciation is computed over the useful lives of the assets, which range from 3 to 5 years for furniture and equipment and 33 to 39 years for buildings and leasehold improvements.

Restricted Stock: Restricted stock includes Federal Home Loan Bank (FHLB) of Indianapolis and Federal Reserve stock. This restricted stock is carried at cost and periodically evaluated for impairment. Because this stock is viewed as a long-term investment, impairment is based on ultimate recovery of par value. Both cash and stock dividends are reported as income.

Servicing Rights: Servicing rights are recognized separately when they are acquired through sales of loans. When mortgage loans are sold, servicing rights are initially recorded at fair value with the income statement effect recorded in gains on sales of loans. Fair value is based on market prices for comparable mortgage servicing contracts, when available, or alternatively, is based on third-party valuations that incorporate assumptions that market participants would use in estimating future net servicing income, such as the cost to service, the discount rate, ancillary income, prepayment speeds and default rates and losses. All classes of servicing assets are subsequently measured using the amortization method, which requires servicing rights to be amortized into non-interest income in proportion to, and over the period of, the estimated future net servicing income of the underlying loans.

Servicing assets are evaluated for impairment based upon the fair value of the rights as compared to carrying amount. Impairment is determined by stratifying rights into groupings based on predominant risk characteristics, such as interest rate, loan type and investor type. Impairment is recognized through a valuation allowance for an individual grouping, to the extent that fair value is less than the carrying amount. If the Corporation later determines that all or a portion of the impairment no longer exists for a particular grouping, a reduction of the allowance may be recorded as an increase to income. Changes in valuation allowances are reported with Other Service Charges and Fees on the income statement. The fair values of servicing rights are subject to significant fluctuations as a result of changes in estimated and actual prepayment speeds and default rates and losses.

Servicing fee income, which is included in Other Service Charges and Fees on the income statement, is for fees earned for servicing loans.

The fees are based on a contractual percentage of the outstanding principal or a fixed amount per loan and are recorded as income when earned. The amortization of mortgage servicing rights is netted against loan servicing fee income. Servicing fees totaled $1.3 million, $1.3 million and $1.3 million for the years ended December 31, 2017, 2016 and 2015. Late fees and ancillary fees related to loan servicing are not material.

Stock based compensation: Compensation cost is recognized for restricted stock awards and units issued to employees based on the fair value of these awards at the date of grant. Market price of the Corporation’s common stock at the date of grant is used for restricted stock awards. Compensation expense is recognized over the requisite service period.

Transfers of Financial Assets: Transfers of financial assets are accounted for as sales, when control over the assets has been

relinquished. Control over transferred assets is deemed to be surrendered when the assets have been isolated from the Corporation, the transferee obtains the right (free of conditions that constrain it from taking advantage of that right) to pledge or exchange the transferred assets, and the Corporation does not maintain effective control over the transferred assets through an agreement to repurchase them before their maturity.

Bank-Owned Life Insurance: The Corporation has purchased life insurance policies on certain key executives. Bank-owned life insurance is recorded at its cash surrender value, or the amount that can be realized. Income on the investments in life insurance is included in other interest income.

Goodwill and Other Intangible Assets: Goodwill resulting from business combinations prior to January 1, 2009 represents the excess of the purchase price over the fair value of the net assets of businesses acquired. Goodwill resulting from business combinations after January 1, 2009 represents the future economic benefits arising from other assets acquired that are not individually identified and separately recognized. Goodwill and intangible assets acquired in a purchase business combination and determined to have an indefinite useful life are not amortized, but tested for impairment at least annually. The Corporation has selected December 31 as the date to perform the annual impairment test. Intangible assets with definite useful lives are amortized over their estimated useful lives to their estimated residual values. Goodwill is the only intangible asset with an indefinite life on our balance sheet.

Other intangible assets consist of core deposit assets arising from the whole bank and branch acquisitions. They are initially measured at fair value and then are amortized on an accelerated basis over their estimated useful lives, which are 10 and 12 years, respectively.

Long-Term Assets: Premises and equipment and other long-term assets are reviewed for impairment when events indicate their carrying amount may not be recoverable from future undiscounted cash flows. If impaired, the assets are recorded at fair value.

Benefit Plans: Pension expense is the net of service and interest cost, return on plan assets and amortization of gains and losses not immediately recognized. The amount contributed is determined by a formula as decided by the Board of Directors. Deferred compensation and supplemental retirement plan expense allocates the benefits over years of service.

Employee Stock Ownership Plan: Shares of treasury stock are issued to the ESOP and compensation expense is recognized based upon the total market price of shares when contributed.

Deferred Compensation Plan: Prior to 2011, a deferred compensation plan covered all directors. Under the plan, the Corporation pays each director, or their beneficiary, the amount of fees deferred plus interest over 10 years, beginning when the director achieves age 65. A liability is accrued for the obligation under these plans. The expense incurred for the deferred compensation for each of the last three years was $95 thousand, $114 thousand and $142 thousand, resulting in a deferred compensation liability of $2.0 million at December 31, 2017 and $2.1 million at December 31, 2016. There are no deferred compensation plans now in effect for directors.

Incentive Plans: A long-term incentive plan established in 2000 provides for the payment of incentive rewards as a 15-year annuity to all directors and certain key officers. That plan was in place through December 31, 2009, and compensation expense is recognized over the service period. Payments under the plan generally did not begin until the earlier of January 1, 2015, or the January 1 immediately following the year in which the participant reaches age 65. There was no compensation expense related to this plan for 2017, 2016 and 2015. There is a liability of $11.4 million and $12.3 million as of year-end 2017 and 2016. In 2011 the Corporation adopted the 2011 Short-term Incentive Plan and the 2011 Omnibus Equity Incentive Plan designed to reward key officers based on certain performance measures. The short-term portion of the plan is paid out within 75 days of year end and the long-term plan vests over a three year period and is paid out within 75 days of the end of each vesting period. The compensation expense related to the plans in 2017, 2016 and 2015 was $1.6 million, $1.5 million and $1.4 million, respectively, and resulted in a liability of $836 thousand at December 31, 2017 and $823 thousand at December 31, 2016.

The Omnibus Equity Incentive Plan is a long term incentive plan that was designed to align the interests of participants with the interest of shareholders. Under the plan, awards may be made based on certain performance measures. The grants are made in restricted stock units that are subject to a vesting schedule.

Income Taxes: Income tax expense is the total of the current year income tax due or refundable and the change in deferred tax assets and liabilities. Deferred tax assets and liabilities are the expected future tax amounts for the temporary differences between carrying amounts and tax bases of assets and liabilities, computed using enacted tax rates. A valuation allowance, if needed, reduces deferred tax assets to the amount expected to be realized.

A tax position is recognized as a benefit only if it is "more likely than not" that the tax position would be sustained in a tax examination, with a tax examination being presumed to occur. The amount recognized is the largest amount of tax benefit that is greater than 50% likely of being realized on examination. For tax positions not meeting the "more likely than not" test, no tax benefit is recorded.

The Corporation recognizes interest and/or penalties related to income tax matters in income tax expense.

Loan Commitments and Related Financial Instruments: Financial instruments include credit instruments, such as commitments to make loans and standby letters of credit, issued to meet customer financing needs. The face amount for these items represents the exposure to loss, before considering customer collateral or ability to repay. Such financial instruments are recorded when they are funded.

Earnings Per Share: Earnings per common share is net income divided by the weighted average number of common shares outstanding during the period. The Corporation does not have any potentially dilutive securities as the restricted stock awards are included in outstanding shares.. Earnings and dividends per share are restated for stock splits and dividends through the date of issue of the financial statements.

Comprehensive Income: Comprehensive income consists of net income and other comprehensive income. Other comprehensive income includes unrealized gains and losses on securities available for sale and changes in the funded status of the retirement plans, net of taxes, which are also recognized as separate components of equity.

Loss Contingencies: Loss contingencies, including claims and legal actions arising in the ordinary course of business, are recorded as liabilities when the likelihood of loss is probable and an amount of range of loss can be reasonably estimated. Management does not believe there are currently such matters that will have a material effect on the financial statements.

Dividend Restriction: Banking regulations require maintaining certain capital levels and may limit the dividends paid by the bank to the holding company or by the holding company to shareholders.

Fair Value of Financial Instruments: Fair values of financial instruments are estimated using relevant market information and other assumptions, as more fully disclosed in a separate note. Fair value estimates involve uncertainties and matters of significant judgment regarding interest rates, credit risk, prepayments and other factors, especially in the absence of broad markets for particular items. Changes in assumptions or market conditions could significantly affect the estimates.

Operating Segment: While the Corporation's chief decision-makers monitor the revenue streams of the various products and services, the operating results of significant segments are similar and operations are managed and financial performance is evaluated on a corporate-wide basis. Accordingly, all of the Corporation's financial service operations are considered by management to be aggregated in one reportable operating segment, which is banking.

Accounting Pronouncements Adopted:

ASU No. 2016-09, "Improvements to Employee Share-Based Payment Accounting” includes provisions intended to simplify

various aspects related to how share-based payments are accounted for and presented in the financial statements. Some of the

key provisions of this new ASU include: (1) companies will no longer record excess tax benefits and certain tax deficiencies in

additional paid-in capital (“APIC”). Instead, they will record all excess tax benefits and tax deficiencies as income tax expense

or benefit in the income statement, and APIC pools will be eliminated. The guidance also eliminates the requirement that

excess tax benefits be realized before companies can recognize them. In addition, the guidance requires companies to present

excess tax benefits as an operating activity on the statement of cash flows rather than as a financing activity; (2) increase the

amount an employer can withhold to cover income taxes on awards and still qualify for the exception to liability classification

for shares used to satisfy the employer’s statutory income tax withholding obligation. The new guidance will also require an

employer to classify the cash paid to a tax authority when shares are withheld to satisfy its statutory income tax withholding

obligation as a financing activity on its statement of cash flows (current guidance did not specify how these cash flows should

be classified); and (3) permit companies to make an accounting policy election for the impact of forfeitures on the recognition

of expense for share-based payment awards. Forfeitures can be estimated, as required today, or recognized when they occur.

The Corporation adopted ASU 2016-09 in the first quarter of 2017. The adoption of ASU No. 2016-09 did not have a material

impact on the consolidated financial statements.

In March 2017, the FASB issued ASU No. 2017-08, “Premium Amortization on Purchased Callable Debt Securities.” This ASU shortens the amortization period for the premium on certain purchased callable debt securities to the earliest call date. Today, entities generally amortize the premium over the contractual life of the security. The new guidance does not change the

accounting for purchased callable debt securities held at a discount; the discount continues to be amortized to maturity. ASU No. 2017-08 is effective for interim and annual reporting periods beginning after December 15, 2018; early adoption is permitted. The guidance calls for a modified retrospective transition approach under which a cumulative-effect adjustment will be made to retained earnings as of the beginning of the first reporting period in which the guidance is adopted. The Corporation elected to early adopt ASU 2017-08 in the fourth quarter of 2017. The adoption of this guidance did not have a material impact on the Corporation’s financial statements.

Recently Issued Not Yet Effective Accounting Pronouncements:

In May 2014, the FASB issued an update (ASU No. 2014-09, Revenue from Contracts with Customers) creating FASB Topic 606, Revenue from Contracts with Customers. The guidance in this update affects any entity that either enters into contracts with customers to transfer goods or services or enters into contracts for the transfer of nonfinancial assets unless those contracts are within the scope of other standards (for example, insurance contracts or lease contracts). The core principle of the guidance is that an entity should recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. To achieve that core principle, an entity should apply the following steps: (i) identify the contract(s) with a customer, (ii) identify the performance obligations in the contract, (iii) determine the transaction price, (iv) allocate the transaction price to the performance obligations in the contract and (v) recognize revenue when (or as) the entity satisfies a performance obligation. ASU 2015-4 “Revenue from Contracts with Customers - Deferral of the Effective Date” deferred the effective date of ASU 2014-09 by one year and as a result, the new standard will be effective the first quarter of 2018. The Corporation’s revenue is comprised of net interest income on financial assets and financial liabilities, which is explicitly excluded from the scope of ASU 2014-09, and non-interest income. Based on the Corporation’s analysis of the effect of the new standard on its recurring revenue streams, the Corporation did not expect and did not experience an impact on the Corporation’s financial statements upon adoption in the first quarter of 2018. No adjustments to opening retained earnings was recorded on January 1, 2018.

In January 2016, the FASB issued ASU 2016-01, Recognition and Measurement of Financial Assets and Financial Liabilities, amending ASU Subtopic 825-10. The amendments in this update make targeted improvements to generally accepted accounting principles (GAAP) as follows: 1) Require equity investments to be measured at fair value with changes in fair value recognized in net income.; 2) Simplify the impairment assessment of equity investments without readily determinable fair values by requiring a qualitative assessment to identify impairment.; 3) Eliminate the requirement to disclose the fair value of financial instruments measured at amortized cost for entities that are not public business entities.; 4) Eliminate the requirement for public business entities to disclose the method(s) and significant assumptions used to estimate the fair value that is required to be disclosed for financial instruments measured at amortized cost on the balance sheet.; 5) Require public business entities to use the exit price notion when measuring the fair value of financial instruments for disclosure purposes.; 6) Require an entity to present separately in other comprehensive income the portion of the total change in the fair value of a liability resulting from a change in the instrument-specific credit risk when the entity has elected to measure the liability at fair value in accordance with the fair value option for financial instruments.; 7) Require separate presentation of financial assets and financial liabilities by measurement category and form of financial asset on the balance sheet or the accompanying notes to the financial statements.; and 8) Clarify that an entity should evaluate the need for a valuation allowance on a deferred tax asset related to available-for-sale securities in combination with the entity’s other deferred tax assets. The amendments in this update are effective for fiscal years beginning after December 15, 2017. ASU 2016-1 became effective on January 1, 2018 and did not have a significant impact on the Corporation’s financial statements. However, the fair value disclosures for our loan portfolio will consider the exit price.

In February 2016, the FASB issued ASU No. 2016-02, "Leases." Under the new guidance, lessees will be required to recognize the following for all leases (with the exception of short-term leases): 1) a lease liability, which is the present value of a lessee's obligation to make lease payments, and 2) a right-of-use asset, which is an asset that represents the lessee's right to use, or control the use of, a specified asset for the lease term. Lessor accounting under the new guidance remains largely unchanged as it is substantially equivalent to existing guidance for sales-type leases, direct financing leases, and operating leases. Leveraged leases have been eliminated, although lessors can continue to account for existing leveraged leases using the current accounting guidance. Other limited changes were made to align lessor accounting with the lessee accounting model and the new revenue recognition standard. All entities will classify leases to determine how to recognize lease-related revenue and expense. Quantitative and qualitative disclosures will be required by lessees and lessors to meet the objective of enabling users of financial statements to assess the amount, timing, and uncertainty of cash flows arising from leases. The intention is to require enough information to supplement the amounts recorded in the financial statements so that users can understand more about the nature of an entity’s leasing activities. ASU No. 2016-02 is effective for interim and annual reporting periods beginning after December 15, 2018; early adoption is permitted. All entities are required to use a modified retrospective approach for leases that exist or are entered into after the beginning of the earliest comparative period in the financial statements. They have the option to use certain relief; full retrospective application is prohibited. The Corporation continues to evaluate the provision of the new lease standard but, due to the small number of lease agreements presently in effect for the Corporation, does not expect the new guidance will have a significant impact on the Corporation’s financial statements.

In June 2016 ASU 2016-13, Financial Instruments - Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments (ASU 2016-13), was issued and requires entities to use a current expected credit loss ("CECL") model which is a new impairment model based on expected losses rather than incurred losses. Under this model an entity would recognize an impairment allowance equal to its current estimate of all contractual cash flows that the entity does not expect to collect from financial assets measured at amortized cost. The entity's estimate would consider relevant information about past events, current conditions, and reasonable and supportable forecasts, which will result in recognition of lifetime expected credit losses upon loan origination. ASU 2016-13 is effective for interim and annual reporting periods beginning after December 15, 2019, with early adoption permitted for annual reporting periods beginning after December 15, 2018. Management has initiated an implementation committee to assist in assessing data and system needs for the new standard. Management anticipates the effect will be an increase to the allowance for loan losses upon adoption, however, the overall increase is uncertain at this time.

In August of 2016 ASU 2016-15 "Statement of Cash Flows (Topic 230)" ("ASU 2016-15") was issued and is intended to reduce the diversity in practice around how certain transactions are classified within the statement of cash flows. ASU 2016-15 is effective for public companies for annual periods beginning after December 15, 2017, including interim periods within those fiscal years. Early adoption is permitted with retrospective application. ASU 2016-15 became effective on January 1, 2018 and did not have a significant impact on the Corporation’s accounting and disclosures.

In January 2017, the FASB issued ASU No. 2017-04, “Simplifying the Test for Goodwill Impairment.” The guidance removes Step 2 of the goodwill impairment test, which requires a hypothetical purchase price allocation. Goodwill impairment will now be the amount by which a reporting unit’s carrying value exceeds its fair value, not to exceed the carrying amount of goodwill. All other goodwill impairment guidance will remain largely unchanged. ASU No. 2017-04 is effective for interim and annual reporting periods beginning after December 15, 2019, applied prospectively. Early adoption is permitted for any impairment tests performed after January 1, 2017. The Corporation is assessing ASU 2017-04 but does not expect a significant impact on its accounting and disclosures.

In March 2017, the FASB issued ASU No. 2017-07, “Improving the Presentation of Net Periodic Pension Cost and Net Periodic Postretirement Benefit Cost.” Under the new guidance, employers will present the service cost component of the net periodic benefit cost in the same income statement line item (e.g., Salaries and Benefits) as other employee compensation costs arising from services rendered during the period. In addition, only the service cost component will be eligible for capitalization in assets. Employers will present the other components separately (e.g., Other Noninterest Expense) from the line item that includes the service cost. ASU No. 2017-07 is effective for interim and annual reporting periods beginning after December 15, 2017. Early adoption is permitted, however, the Corporation has decided not to early adopt. Employers will apply the guidance on the presentation of the components of net periodic benefit cost in the income statement retrospectively. The guidance limiting the capitalization of net periodic benefit cost in assets to the service cost component will be applied prospectively. ASU 2017-07 became effective on January 1, 2018 and did not have a significant impact on the Corporation’s accounting and disclosures.

In May 2017, the FASB issued ASU 2017-09, Compensation-Stock Compensation (Topic 718): Scope of Modification”. ASU 2017-09 was issued to provide clarity and reduce both 1) diversity in practice and 2) cost and complexity when applying the guidance in Topic 718, Compensation - Stock Compensation, to a change to the terms or conditions of a share-based payment award. Diversity in practice has arisen in part because some entities apply modification accounting under Topic 718 for modifications to terms and conditions that they consider substantive, but do not when they conclude that particular modifications are not substantive. Others apply modification accounting for any change to an award, except for changes that they consider purely administrative in nature. Still others apply modification accounting when a change to an award changes the fair value, the vesting, or the classification of the award. In practice, it appears that the evaluation of a change in fair value, vesting, or classification may be used to evaluate whether a change is substantive. ASU 2017-09 include guidance on determining which changes to the terms and conditions of share-based payment awards require an entity to apply modification accounting under Topic 718. ASU 2017-09 is effective for the annual period, and interim periods within the annual periods, beginning after December 15, 2017. Early adoption is permitted, including adoption in any interim period for: (a) public business entities for reporting periods for which financial statements have not yet been issued, and (b) all other entities for reporting periods for which financial statements have not yet been made available for issuance. ASU 2017-09 should be applied prospectively to an award modified on or after the adoption date. ASU 2017-07 became effective on January 1, 2018 and did not have a significant impact on the Corporation’s consolidated financial statements.

In February 2018, the FASB issued ASU 2018-02, “Income Statement - Reporting Comprehensive Income (Topic 220): Reclassification of Certain Tax Effects from Accumulated Other Comprehensive Income.” ASU 2018-02 was issued to address the income tax accounting treatment of the stranded tax effects within other comprehensive income due to the prohibition of backward tracing due to an income tax rate change that was initially recorded in other comprehensive income. This issue came about from the enactment of the Tax Cuts and Jobs Act on December 22, 2017 that changed the Company’s income tax rate from 35% to 21%. The ASU changed current accounting whereby an entity may elect to reclassify the stranded tax effect from accumulated other comprehensive income to retained earnings. The ASU is effective for periods beginning after December 15,

2018 although early adoption is permitted. The Corporation will adopt the standard in the first quarter of 2018 and adoption will not have a material impact on the consolidated financial statements.


2.	FAIR VALUES OF FINANCIAL INSTRUMENTS:

Accounting guidance establishes a fair value hierarchy which requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. The standard describes three levels of inputs that may be used to measure fair value:

Level 1: Quoted prices (unadjusted) of identical assets or liabilities in active markets that the entity has the ability to access as of the measurement date.

Level 2: Significant other observable inputs other than Level 1 prices such as such as quoted prices for similar assets or liabilities; quoted prices in markets that are not active; or other inputs that are observable or can be corroborated by observable market data.

Level 3: Significant unobservable inputs that reflect a reporting entity's own assumptions about the assumptions that market participants would use in pricing an asset or liability.

The fair value of securities available-for-sale is determined by obtaining quoted prices on nationally recognized securities exchanges (Level 1 inputs) or matrix pricing, which is a mathematical technique widely used in the industry to value debt securities without relying exclusively on quoted prices for the specific securities but rather by relying on the securities' relationship to other benchmark quoted securities (Level 2 inputs).

For those securities that cannot be priced using quoted market prices or observable inputs, a Level 3 valuation is determined. These securities are primarily trust preferred securities, which are priced using Level 3 due to current market illiquidity, and state and municipal securities. The fair value of the trust preferred securities is obtained from a third party provider without adjustment. Management obtains values from other pricing sources to validate the Standard & Poors pricing that they currently utilizes. The fair value of state and municipal obligations are derived by comparing the securities to current market rates plus an appropriate credit spread to determine an estimated value. Illiquidity spreads are then considered. Credit reviews are performed on each of the issuers. The significant unobservable inputs used in the fair value measurement of the Corporation’s state and municipal obligations are credit spreads related to specific issuers. Significantly higher credit spread assumptions would result in significantly lower fair value measurement. Conversely, significantly lower credit spreads would result in a significantly higher fair value measurement.

The fair value of derivatives is based on valuation models using observable market data as of the measurement date (Level 2 inputs).



	December 31, 2017 Fair Value Measurement Using
(Dollar amounts in thousands)	Level 1		Level 2			Level 3		Carrying Value
U.S. Government entity mortgage-backed securities	$	—	$	13,695		$	—	$	13,695
Mortgage-backed securities, residential	—		215,338			—		215,338
Mortgage-backed securities, commercial	—		1			—		1
Collateralized mortgage obligations	—		339,670			—		339,670
State and municipal obligations	—		227,942			3,680		231,622
Collateralized debt obligations	—		—			14,605		14,605
TOTAL	$	—	$	796,646		$	18,285	$	814,931
Derivative Assets			$	298
Derivative Liabilities			(298		)



	December 31, 2016 Fair Value Measurement Using
(Dollar amounts in thousands)	Level 1		Level 2			Level 3		Carrying Value
U.S. Government entity mortgage-backed securities	$	—	$	13,249		$	—	$	13,249
Mortgage-backed securities, residential	—		261,005			—		261,005
Mortgage-backed securities, commercial	—		4			—		4
Collateralized mortgage obligations	—		348,176			—		348,176
State and municipal obligations	—		214,713			4,210		218,923
Collateralized debt obligations	—		—			12,368		12,368
TOTAL	$	—	$	837,147		$	16,578	$	853,725
Derivative Assets			$	653
Derivative Liabilities			(653		)

There were no transfers between Level 1 and Level 2 during 2017 and 2016.

The table below presents a reconciliation and income statement classification of gains and losses for all assets measured at fair value on a recurring basis using significant unobservable inputs (Level 3) for the twelve months ended December 31, 2017 and 2016.



	Fair Value Measurements Using Significant Unobservable Inputs (Level 3) December 31, 2017
	State and municipal obligations			Collateralized debt obligations			Total
Beginning balance, January 1	$	4,210		$	12,368		$	16,578
Total realized/unrealized gains or losses
Included in earnings	—			—			—
Included in other comprehensive income	—			2,773			2,773
Purchases	—			—			—
Settlements	(530		)	(536		)	(1,066		)
Ending balance, December 31	$	3,680		$	14,605		$	18,285



	Fair Value Measurements Using Significant Unobservable Inputs (Level 3) December 31, 2016
	State and municipal obligations			Collateralized debt obligations			Total
Beginning balance, January 1	$	4,725		$	14,875		$	19,600
Total realized/unrealized gains or losses
Included in earnings	—			—			—
Included in other comprehensive income	—			(2,066		)	(2,066		)
Transfers	—			—			—
Settlements	(515		)	(441		)	(956		)
Ending balance, December 31	$	4,210		$	12,368		$	16,578

There were no unrealized gains and losses recorded in earnings for the years ended December 31, 2017, 2016 or 2015.

Impaired loans disclosed in footnote 7, which are measured for impairment using the fair value of collateral, are valued at Level 3. They are carried at a fair value of $3.9 million, after a valuation allowance of $0.6 million at December 31, 2017 and at a fair value of $1.4 million, net of a valuation allowance of $0.3 million at December 31, 2016. The impact to the provision for loan losses for the twelve months ended December 31, 2017 and December 31, 2016 was a $294 thousand increase and a $523 thousand decrease, respectively. Other real estate owned is valued at Level 3. Other real estate owned at December 31, 2017 with a value of $1.9 million was reduced $951 thousand for fair value adjustment. At December 31, 2017 other real estate owned was comprised

of $1.7 million from commercial loans and $212 thousand from residential loans. Other real estate owned at December 31, 2016 with a value of $2.5 million was reduced $930 thousand for fair value adjustment. At December 31, 2016 other real estate owned was comprised of $2.0 million from commercial loans and $483 thousand from residential loans.

Fair value is measured based on the value of the collateral securing those loans, and is determined using several methods. Generally the fair value of real estate is determined based on appraisals by qualified licensed appraisers. Appraisals for real estate generally use three methods to derive value: cost, sales or market comparison and income approach. The cost method bases value on the cost to replace current property. The market comparison evaluates the sales price of similar properties in the same market area. The income approach considers net operating income generated by the property and the investor’s required return. The final fair value is based on a reconciliation of these three approaches. If an appraisal is not available, the fair value may be determined by using a cash flow analysis, a broker’s opinion of value, the net present value of future cash flows, or an observable market price from an active market. Fair value of other real estate is based upon the current appraised values of the properties as determined by qualified licensed appraisers and the Company’s judgment of other relevant market conditions. Appraisals are obtained annually and reductions in value are recorded as a valuation through a charge to expense. The primary unobservable input used by management in estimating fair value are additional discounts to the appraised value to consider market conditions and the age of the appraisal, which are based on management’s past experience in resolving these types of properties. These discounts range from 0% to 50%. Values for non-real estate collateral, such as business equipment, are based on appraisals performed by qualified licensed appraisers or the customers financial statements. Values for non real estate collateral use much higher discounts than real estate collateral. Other real estate and impaired loans carried at fair value are primarily comprised of smaller balance properties.

The following tables present quantitative information about recurring and non-recurring Level 3 fair value measurements at December 31, 2017 and 2016.



2017	Fair Value		Valuation Technique(s)	Unobservable Input(s)	Range
State and municipal obligations	$	3,680	Discounted cash flow	Discount rate	2.30%-5.45%
				Probability of default	—	%
Other real estate	$	1,880	Sales comparison/income approach	Discount rate for age of appraisal and market conditions	5.00%-20.00%
Impaired Loans	$	3,882	Sales comparison/income approach	Discount rate for age of appraisal and market conditions	0.00%-50.00%



2016	Fair Value		Valuation Technique(s)	Unobservable Input(s)	Range
State and municipal obligations	$	4,210	Discounted cash flow	Discount rate	3.05%-5.50%
				Probability of default	—	%
Other real estate	$	2,531	Sales comparison/income approach	Discount rate for age of appraisal and market conditions	5.00%-20.00%
Impaired Loans	$	1,387	Sales comparison/income approach	Discount rate for age of appraisal and market conditions	0.00%-50.00%

The following tables present impaired collateral dependent loans measured at fair value on a non-recurring basis by class of loans as of December 31, 2017 and 2016.



	December 31, 2017
(Dollar amounts in thousands)	Carrying Value		Allowance for Loan Losses Allocated		Fair Value
Commercial
Commercial & Industrial	$	493	$	146	$	347
Farmland	3,035		268		2,767
Non Farm, Non Residential	—		—		—
Agriculture	537		205		332
All Other Commercial	—		—		—
Residential
First Liens	442		6		436
Home Equity	—		—		—
Junior Liens	—		—		—
Multifamily	—		—		—
All Other Residential	—		—		—
Consumer
Motor Vehicle	—		—		—
All Other Consumer	—		—		—
TOTAL	$	4,507	$	625	$	3,882



	December 31, 2016
(Dollar amounts in thousands)	Carrying Value		Allowance for Loan Losses Allocated		Fair Value
Commercial
Commercial & Industrial	$	537	$	36	$	501
Farmland	—		—		—
Non Farm, Non Residential	657		206		451
Agriculture	—		—		—
All Other Commercial	—		—		—
Residential
First Liens	524		89		435
Home Equity	—		—		—
Junior Liens	—		—		—
Multifamily	—		—		—
All Other Residential	—		—		—
Consumer
Motor Vehicle	—		—		—
All Other Consumer	—		—		—
TOTAL	$	1,718	$	331	$	1,387

The carrying amounts and estimated fair values of financial instruments are shown below. Carrying amount is the estimated fair value for cash and due from banks, federal funds sold, accrued interest receivable and payable, demand deposits, short-term and certain other borrowings, and variable-rate loans or deposits that reprice frequently and fully. Security fair values are determined as previously described. It is not practicable to determine the fair value of restricted stock due to restrictions placed on their transferability. For fixed-rate loans or deposits, variable rate loans or deposits with infrequent repricing or repricing limits, and for longer-term borrowings, fair value is based on discounted cash flows using current market rates applied to the estimated life and credit risk. The methods utilized to estimate the fair value of loans do not necessarily represent an exit price. Fair values for

impaired loans are estimated using discounted cash flow analysis or underlying collateral values. Fair value of debt is based on current rates for similar financing. The fair value of off-balance sheet items is not considered material.

The carrying amount and estimated fair value of assets and liabilities are presented in the table below and were determined based on the above assumptions:



	December 31, 2017
	Carrying			Fair Value
(Dollar amounts in thousands)	Value			Level 1		Level 2			Level 3		Total
Cash and due from banks	$	74,107		$	20,682	$	53,425		$	—	$	74,107
Securities available-for-sale	814,931			—		796,646			18,285		814,931
Restricted stock	10,379			n/a		n/a			n/a		n/a
Loans, net	1,886,852			—		—			1,878,166		1,878,166
Accrued interest receivable	12,913			—		3,596			9,317		12,913
Deposits	(2,458,653		)	—		(2,456,900		)	—		(2,456,900		)
Short-term borrowings	(57,686		)	—		(57,686		)	—		(57,686		)
Federal Home Loan Bank advances	—			—		—			—		—
Accrued interest payable	(372		)	—		(372		)	—		(372		)



	December 31, 2016
	Carrying			Fair Value
(Dollar amounts in thousands)	Value			Level 1		Level 2			Level 3		Total
Cash and due from banks	$	75,012		$	21,047	$	53,965		$	—	$	75,012
Federal funds sold	6,952			—		6,952			—		6,952
Securities available-for-sale	853,725			—		837,147			16,578		853,725
Restricted stock	10,359			n/a		n/a			n/a		n/a
Loans, net	1,820,407			—		—			1,854,046		1,854,046
Accrued interest receivable	12,311			—		3,340			8,971		12,311
Deposits	(2,428,526		)	—		(2,414,555		)	—		(2,414,555		)
Short-term borrowings	(80,989		)	—		(80,989		)	—		(80,989		)
Federal Home Loan Bank advances	(132		)	—		(137		)	—		(137		)
Accrued interest payable	(363		)	—		(363		)	—		(363		)


3.	RESTRICTIONS ON CASH AND DUE FROM BANKS:

Certain affiliate banks are required to maintain average reserve balances with the Federal Reserve Bank. The amount of those reserve balances was approximately $12.5 million and $12.0 million at December 31, 2017 and 2016, respectively.

4.SECURITIES:

The fair value of securities available-for-sale and related gross unrealized gains and losses recognized in accumulated other comprehensive income were as follows:



	December 31, 2017
	Amortized		Unrealized
(Dollar amounts in thousands)	Cost		Gains		Losses			Fair Value
U.S. Government entity mortgage-backed securities	$	13,989	$	24	$	(318	)	$	13,695
Mortgage-backed securities, residential	215,079		2,071		(1,812		)	215,338
Mortgage-backed securities, commercial	1		—		—			1
Collateralized mortgage obligations	346,005		370		(6,705		)	339,670
State and municipal obligations	227,651		4,671		(700		)	231,622
Collateralized debt obligations	8,644		5,961		—			14,605
TOTAL	$	811,369	$	13,097	$	(9,535	)	$	814,931



	December 31, 2016
	Amortized		Unrealized
(Dollar amounts in thousands)	Cost		Gains		Losses			Fair Value
U.S. Government entity mortgage-backed securities	$	13,594	$	32	$	(377	)	$	13,249
Mortgage-backed securities, residential	261,878		3,200		(4,073		)	261,005
Mortgage-backed securities, commercial	4		—		—			4
Collateralized mortgage obligations	353,499		1,021		(6,344		)	348,176
State and municipal obligations	217,365		3,954		(2,396		)	218,923
Collateralized debt obligations	9,181		4,411		(1,224		)	12,368
TOTAL	$	855,521	$	12,618	$	(14,414	)	$	853,725

As of December 31, 2017, the Corporation does not have any securities from any issuer, other than the U.S. Government, with an aggregate book or fair value that exceeds ten percent of shareholders' equity.

Securities with a carrying value of approximately $423.9 million and $391.1 million at December 31, 2017 and 2016, respectively, were pledged as collateral for short-term borrowings and for other purposes.

Below is a summary of the gross gains and losses realized by the Corporation on investment sales and calls during the years ended December 31, 2017, 2016 and 2015, respectively.



(Dollar amounts in thousands)	2017			2016			2015
Proceeds	$	15,348		$	8,160		$	3,735
Gross gains	185			39			23
Gross losses	(126		)	(5		)	(6		)

Gains of $185 thousand and losses of $126 thousand in 2017 and gains of $39 thousand and losses of $5 thousand in 2016 and gains of $23 thousand and losses of $6 thousand in 2015 resulted from redemption premiums on called and sold securities.

Contractual maturities of debt securities at year-end 2017 were as follows. Securities not due at a single maturity or with no maturity date, primarily mortgage-backed and collateralized mortgage obligations, are shown separately.



	Available-for-Sale
	Amortized		Fair
(Dollar amounts in thousands)	Cost		Value
Due in one year or less	$	4,683	$	4,701
Due after one but within five years	30,765		31,338
Due after five but within ten years	83,483		85,726
Due after ten years	131,353		138,157
	250,284		259,922
Mortgage-backed securities and collateralized mortgage obligations	561,085		555,009
TOTAL	$	811,369	$	814,931

The following tables show the securities' gross unrealized losses and fair value, aggregated by investment category and length of time that individual securities have been in continuous unrealized loss position, at December 31, 2017 and 2016.



	December 31, 2017
	Less Than 12 Months					More Than 12 Months					Total
			Unrealized					Unrealized					Unrealized
(Dollar amounts in thousands)	Fair Value		Losses			Fair Value		Losses			Fair Value		Losses
U.S. Government entity mortgage-backed securities	$	9,321	$	(86	)	3,538		(232		)	$	12,859	$	(318	)
Mortgage-backed securities, residential	79,918		(425		)	53,815		(1,387		)	133,733		(1,812		)
Collateralized mortgage obligations	150,182		(1,418		)	146,750		(5,287		)	296,932		(6,705		)
State and municipal obligations	27,347		(183		)	18,660		(517		)	46,007		(700		)
Total temporarily impaired securities	$	266,768	$	(2,112	)	$	222,763	$	(7,423	)	$	489,531	$	(9,535	)



	December 31, 2016
	Less Than 12 Months					More Than 12 Months					Total
			Unrealized					Unrealized					Unrealized
(Dollar amounts in thousands)	Fair Value		Losses			Fair Value		Losses			Fair Value		Losses
U.S. Government entity mortgage-backed securities	$	12,224	$	(377	)	$	—	$	—		$	12,224	$	(377	)
Mortgage-backed securities, residential	202,248		(4,072		)	152		(1		)	202,400		(4,073		)
Collateralized mortgage obligations	169,717		(3,086		)	79,999		(3,258		)	249,716		(6,344		)
State and municipal obligations	72,852		(2,396		)	—		—			72,852		(2,396		)
Collateralized debt obligations	7,561		(1,224		)	—		—			7,561		(1,224		)
Total temporarily impaired securities	$	464,602	$	(11,155	)	$	80,151	$	(3,259	)	$	544,753	$	(14,414	)

The Corporation held 239 investment securities with an amortized cost greater than fair value as of December 31, 2017. The unrealized losses on collateralized mortgage obligations, all mortgage-backed securities and state and municipal obligations represent negative adjustments to fair value relative to the rate of interest paid on the securities and not losses related to the creditworthiness of the issuer. Gross unrealized losses on investment securities were $9.5 million as of December 31, 2017 and $14.4 million as of December 31, 2016. Management does not intend to sell and it is not more likely than not that management would be required to sell the securities prior to their anticipated recovery. Management believes the value will recover as the securities approach maturity or market rates change.

Management evaluates securities for other-than-temporary impairment ("OTTI") at least on a quarterly basis, and more frequently when economic or market conditions warrant such an evaluation. The investment securities portfolio is evaluated for OTTI by segregating the portfolio into two general segments and applying the appropriate OTTI model.

Investment securities are generally evaluated for OTTI under FASB ASC 320, Investments—Debt and Equity Securities. However, certain purchased beneficial interests, including non-agency mortgage-backed securities, asset-backed securities, and collateralized debt obligations, that had credit ratings at the time of purchase of below AA are evaluated using the model outlined in FASB ASC 325-40, Beneficial Interests in Securitized Financial Assets.

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

The second segment of the portfolio uses the OTTI guidance provided by FASB ASC-325 that is specific to purchase beneficial interests that, on the purchase date, were rated below AA. Under the FASB ASC-325 model, the Corporation compares the present value of the remaining cash flows as estimated at the preceding evaluation date to the current expected remaining cash flows. An OTTI is deemed to have occurred if there has been an adverse change in the remaining expected future cash flows.

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

In prior years, a significant portion of the total unrealized losses relates to collateralized debt obligations that were separately evaluated under FASB ASC 325-40, Beneficial Interests in Securitized Financial Assets. Based upon qualitative considerations, such as a downgrade in credit rating or further defaults of underlying issuers during the year, and an analysis of expected cash flows, we determined that three CDOs included in collateralized debt obligations were other-than-temporarily impaired. One of the CDO's was called in first quarter 2017. The remaining two CDO’s have a contractual balance of $18.4 million at December 31, 2017 which has been reduced to $14.6 million by $2.6 million of interest payments received, $7.2 million of cumulative OTTI charges recorded through earnings to date and increased by $6.0 million recorded in other comprehensive income. The severity of the OTTI recorded varies by security, based on the analysis described below, and ranges, at December 31, 2017 from 28% to 80%. The temporary impairment recorded in other comprehensive income is due to factors other than credit loss, mainly current market illiquidity. These securities are collateralized by trust preferred securities issued primarily by bank holding companies, but certain pools do include a limited number of insurance companies. The Corporation uses the OTTI evaluation model to compare the present value of expected cash flows to the previous estimate to determine if there are adverse changes in cash flows during the year. The OTTI model considers the structure and term of the CDO and the financial condition of the underlying issuers. Specifically, the model details interest rates, principal balances of note classes and underlying issuers, the timing and amount of interest and principal payments of the underlying issuers, and the allocation of the payments to the note classes. Cash flows are projected using a forward rate LIBOR curve, as these CDOs are variable-rate instruments. An average rate is then computed using this same forward rate curve to determine an appropriate discount rate (3 month LIBOR plus margin ranging from 160 to 180 basis points). The current estimate of expected cash flows is based on the most recent trustee reports and any other relevant market information, including announcements of interest payment deferrals or defaults of underlying trust preferred securities. Assumptions used in the model include expected future default rates and prepayments. We assume no recoveries on defaults and treat all interest payment deferrals as defaults. In addition we use the model to “stress” each CDO, or make assumptions more severe than expected activity, to determine the degree to which assumptions could deteriorate before the CDO could no longer fully support repayment of the Corporation’s note class. In the current year management determined there was no OTTI. There was no OTTI recorded in 2016 or 2015.

Collateralized debt obligations include one additional investment in a CDO consisting of pooled trust preferred securities in which the issuers are primarily banks. This CDO was paid in full in 2015. In the first quarter of 2017 a CDO with no remaining book value was called with the bank receiving $3.1 million, which is included in other non-interest income on the consolidated statements of income and comprehensive income.

Management has consistently used Standard & Poors pricing to value these investments. There are a number of other pricing sources available to determine fair value for these investments. These sources utilize a variety of methods to determine fair value. The result is a wide range of estimates of fair value for these securities. The Standard & Poors pricing ranges from 67.64 to 79.33 while Moody’s Investor Service pricing ranges from 19.53 to 49.45, with others falling somewhere in between. We recognize that the Standard & Poors pricing utilized is an estimate, but have been consistent in using this source and its estimate of fair value.

The table below presents a rollforward of the credit losses recognized in earnings for the years presented:



(Dollar amounts in thousands)	2017			2016			2015
Beginning balance, January 1,	$	13,974		$	13,995		$	14,050
Amounts related to credit loss for which other-than-
temporary impairment was not previously recognized	—			—			—
Reductions for securities called during the period	(6,842		)
Reductions for increase in cash flows expected to be collected
that are recognized over the remaining life of the security	—			(21		)	(55		)
Increases to the amount related to the credit loss for which other-
than-temporary impairment was previously recognized	—			—			—
Ending balance, December 31,	$	7,132		$	13,974		$	13,995

5. LOANS:

Loans are summarized as follows:



	December 31,
(Dollar amounts in thousands)	2017			2016
Commercial	$	1,139,490		$	1,106,182
Residential	436,143			423,911
Consumer	327,976			305,881
Total gross loans	1,903,609			1,835,974
Deferred costs, net	3,152			3,206
Allowance for loan losses	(19,909		)	(18,773		)
TOTAL	$	1,886,852		$	1,820,407

Loans in the above summary include loans totaling $4.3 million and $5.1 million at December 31, 2017 and 2016 that are subject to the FDIC loss share arrangement (“covered loans”) discussed in footnote 6.

The Corporation periodically sells residential mortgage loans it originates based on the overall loan demand of the Corporation and the outstanding balances in the residential mortgage portfolio. At December 31, 2017 and 2016, loans held for sale included $4.1 million and $6.1 million, respectively, and are included in the totals above.

In the normal course of business, the Corporation’s subsidiary banks make loans to directors and executive officers and to their associates. In 2017, the aggregate dollar amount of these loans to directors and executive officers who held office amounted to $59.1 million at the beginning of the year. During 2017, advances of $26.9 million, repayments of $43.3 million were made with respect to related party loans for an aggregate dollar amount outstanding of $42.7 million at December 31, 2017.

Loans serviced for others, which are not reported as assets, total $484.4 million and $496.2 million at year-end 2017 and 2016. Custodial escrow balances maintained in connection with serviced loans were $2.8 million and $2.7 million at year-end 2017 and 2016.

Activity for capitalized mortgage servicing rights (included in other assets) was as follows:



	December 31,
(Dollar amounts in thousands)	2017			2016			2015
Servicing rights:
Beginning of year	$	1,549		$	1,746		$	1,863
Additions	477			480			531
Amortized to expense	(592		)	(677		)	(648		)
End of year	$	1,434		$	1,549		$	1,746

Third party valuations are conducted periodically for mortgage servicing rights. Based on these valuations, fair values were approximately $2.3 million and $2.6 million at year end 2017 and 2016. There was no valuation allowance in 2017 or 2016.

Fair value for 2017 was determined using a discount rate of 13%, prepayment speeds ranging from 112% to 250%, depending on the stratification of the specific right. Fair value at year end 2016 was determined using a discount rate of 12%, prepayment speeds ranging from 108% to 316%, depending on the stratification of the specific right. Mortgage servicing rights are amortized over 8 years, the expected life of the sold loans.


6.	ACQUISITIONS, DIVESTITURES AND FDIC INDEMNIFICATION ASSET:

The Bank is party to a loss sharing agreement with the Federal Deposit Insurance Corporation (“FDIC”) as a result of a 2009 acquisition. Under the loss-sharing agreement (“LSA”), the Bank will share in the losses on assets covered under the agreement (referred to as covered assets). On losses up to $29 million, the FDIC agreed to reimburse the Bank for 80% of the losses. On losses exceeding $29 million, the FDIC agreed to reimburse the Bank for 95% of the losses. The loss-sharing agreement is subject to following servicing procedures as specified in the agreement with the FDIC. Loans acquired that are subject to the loss-sharing agreement with the FDIC are referred to as covered loans for disclosure purposes. Since the acquisition date the Bank has been reimbursed $24.3 million for losses and carrying expenses. In 2014 the non-single family (NSF) loss period ended eliminating future loss reimbursements only to the extent of recoveries received. There is no estimate for the loans subject to the loss-sharing agreement identified in the allowance for loan loss evaluation as future potential losses at December 31, 2017. Loans covered by the loss share agreement excluding AS 310-30 loans at December 31, 2017 and 2016 totaled $4.3 million and $5.1 million, respectively.

FASB ASC 310-30, Loans and Debt Securities Acquired with Deteriorated Credit Quality, applies to a loan with evidence of deterioration of credit quality since origination, acquired by completion of a transfer for which it is probable, at acquisition, that the investor will be unable to collect all contractually required payments receivable. FASB ASC 310-30 prohibits carrying over or creating an allowance for loan losses upon initial recognition. The carrying amount of loans accounted for in accordance with FASB ASC 310-30 at December 31, 2017 and 2016, are shown in the following tables:



							2017
(Dollar amounts in thousands)	Commercial			Consumer			Total
Beginning balance	$	3,451		$	1,430		$	4,881
Discount accretion	—			—			—
Disposals	(1,555		)	(1,430		)	(2,985		)
ASC 310-30 Loans	$	1,896		$	—		$	1,896



							2016
(Dollar amounts in thousands)	Commercial			Consumer			Total
Beginning balance	$	4,122		$	1,480		$	5,602
Discount accretion	—			—			—
Disposals	(671		)	(50		)	(721		)
ASC 310-30 Loans	$	3,451		$	1,430		$	4,881

During the quarter ended March 31, 2016 the Corporation sold a significant portion of the assets and liabilities of the insurance operation for a gain of $12.8 million. Settlement of the transaction has been completed and the original gain was reduced by $199 thousand during the third quarter of 2016. The total assets, total revenues and net income of the insurance operation for 2015 were $13.0 million, $7.6 million and $168 thousand, respectively. For 2014 they were $15.8 million, $8.3 million and $544 thousand, respectively. The Corporation has chosen to focus its resources on the core banking activities. The sale of the insurance operations eliminated the goodwill of $5.1 million from the original acquisition.

7. ALLOWANCE FOR LOAN LOSSES:

The following table presents the activity of the allowance for loan losses by portfolio segment for the years ended December 31, 2017, 2016 and 2015.



Allowance for Loan Losses:				December 31, 2017
(Dollar amounts in thousands)	Commercial			Residential			Consumer			Unallocated			Total
Beginning balance	$	9,731		$	1,553		$	5,767		$	1,722		$	18,773
Provision for loan losses	745			(179		)	4,987			(258		)	5,295
Loans charged -off	(1,572		)	(761		)	(6,429		)	—			(8,762		)
Recoveries	1,377			842			2,384			—			4,603
Ending Balance	$	10,281		$	1,455		$	6,709		$	1,464		$	19,909



Allowance for Loan Losses:				December 31, 2016
(Dollar amounts in thousands)	Commercial			Residential			Consumer			Unallocated		Total
Beginning balance	$	11,482		$	1,834		$	4,945		$	1,685	$	19,946
Provision for loan losses	(755		)	54			3,964			37		3,300
Loans charged -off	(2,659		)	(1,011		)	(5,279		)	—		(8,949		)
Recoveries	1,663			676			2,137			—		4,476
Ending Balance	$	9,731		$	1,553		$	5,767		$	1,722	$	18,773



Allowance for Loan Losses:				December 31, 2015
(Dollar amounts in thousands)	Commercial			Residential			Consumer			Unallocated			Total
Beginning balance	$	10,915		$	1,374		$	4,370		$	2,180		$	18,839
Provision for loan losses	990			874			3,331			(495		)	4,700
Loans charged -off	(2,852		)	(866		)	(4,810		)	—			(8,528		)
Recoveries	2,429			452			2,054			—			4,935
Ending Balance	$	11,482		$	1,834		$	4,945		$	1,685		$	19,946

The following tables present the allocation of the allowance for loan losses and the recorded investment in loans by portfolio segment and based on impairment method at December 31, 2017 and 2016:



Allowance for Loan Losses:			December 31, 2017
(Dollar amounts in thousands)	Commercial		Residential		Consumer		Unallocated		Total
Individually evaluated for impairment	$	619	$	6	$	—	$	—	$	625
Collectively evaluated for impairment	9,662		1,449		6,709		1,464		19,284
Acquired with deteriorated credit quality	—		—		—		—		—
BALANCE AT END OF YEAR	$	10,281	$	1,455	$	6,709	$	1,464	$	19,909
Loans
(Dollar amounts in thousands)	Commercial		Residential		Consumer				Total
Individually evaluated for impairment	$	9,619	$	463	$	—			$	10,082
Collectively evaluated for impairment	1,134,701		436,944		329,435				1,901,080
Acquired with deteriorated credit quality	1,860		—		—				1,860
BALANCE AT END OF YEAR	$	1,146,180	$	437,407	$	329,435			$	1,913,022



Allowance for Loan Losses:			December 31, 2016
(Dollar amounts in thousands)	Commercial		Residential		Consumer		Unallocated		Total
Individually evaluated for impairment	$	242	$	89	$	—	$	—	$	331
Collectively evaluated for impairment	9,489		1,464		5,767		1,722		18,442
Acquired with deteriorated credit quality	—		—		—		—		—
BALANCE AT END OF YEAR	$	9,731	$	1,553	$	5,767	$	1,722	$	18,773
Loans
(Dollar amounts in thousands)	Commercial		Residential		Consumer				Total
Individually evaluated for impairment	$	8,051	$	549	$	—			$	8,600
Collectively evaluated for impairment	1,101,269		423,099		307,226				1,831,594
Acquired with deteriorated credit quality	3,415		1,431		—				4,846
BALANCE AT END OF YEAR	$	1,112,735	$	425,079	$	307,226			$	1,845,040

The following tables present loans individually evaluated for impairment by class of loan.



December 31, 2017					Allowance						Cash Basis
	Unpaid				for Loan		Average		Interest		Interest
	Principal		Recorded		Losses		Recorded		Income		Income
	Balance		Investment		Allocated		Investment		Recognized		Recognized
With no related allowance recorded:
Commercial
Commercial & Industrial	$	802	$	802	$	—	$	971	$	—	$	—
Farmland	930		930		—		1,265		—		—
Non Farm, Non Residential	2,461		2,461		—		2,781		—		—
Agriculture	123		123		—		239		—		—
All Other Commercial	1,238		1,238		—		1,308		—		—
Residential
First Liens	21		21		—		23		—		—
Home Equity	—		—		—		—		—		—
Junior Liens	—		—		—		—		—		—
Multifamily	—		—		—		—		—		—
All Other Residential	—		—		—		—		—		—
Consumer
Motor Vehicle	—		—		—		—		—		—
All Other Consumer	—		—		—		—		—		—
With an allowance recorded:
Commercial
Commercial & Industrial	493		493		146		514		—		—
Farmland	3,035		3,035		268		669		—		—
Non Farm, Non Residential	—		—		—		131				—
Agriculture	738		537		205		279		—		—
All Other Commercial	—		—		—		—		—		—
Residential
First Liens	442		442		6		483		—		—
Home Equity	—		—		—		—		—		—
Junior Liens	—		—		—		—		—		—
Multifamily	—		—		—		—		—		—
All Other Residential	—		—		—		—		—		—
Consumer
Motor Vehicle	—		—		—		—		—		—
All Other Consumer	—		—		—		—		—		—
TOTAL	$	10,283	$	10,082	$	625	$	8,663	$	—	$	—



December 31, 2016					Allowance						Cash Basis
	Unpaid				for Loan		Average		Interest		Interest
	Principal		Recorded		Losses		Recorded		Income		Income
	Balance		Investment		Allocated		Investment		Recognized		Recognized
With no related allowance recorded:
Commercial
Commercial & Industrial	$	1,181	$	1,181	$	—	$	981	$	—	$	—
Farmland	826		826		—		770		—		—
Non Farm, Non Residential	3,368		2,996		—		3,096		—		—
Agriculture	622		487		—		351		—		—
All Other Commercial	1,367		1,367		—		1,477		—		—
Residential
First Liens	25		25		—		27		—		—
Home Equity	—		—		—		—		—		—
Junior Liens	—		—		—		—		—		—
Multifamily	—		—		—		—		—		—
All Other Residential	—		—		—		—		—		—
Consumer
Motor Vehicle	—		—		—		—		—		—
All Other Consumer	—		—		—		—		—		—
With an allowance recorded:
Commercial
Commercial & Industrial	537		537		36		819		—		—
Farmland	—		—		—		—		—		—
Non Farm, Non Residential	657		657		206		1,016				—
Agriculture	—		—		—		114		—		—
All Other Commercial	—		—		—		45		—		—
Residential
First Liens	524		524		89		647		—		—
Home Equity	—		—		—		—		—		—
Junior Liens	—		—		—		—		—		—
Multifamily	—		—		—		—		—		—
All Other Residential	—		—		—		—		—		—
Consumer
Motor Vehicle	—		—		—		—		—		—
All Other Consumer	—		—		—		—		—		—
TOTAL	$	9,107	$	8,600	$	331	$	9,343	$	—	$	—



December 31, 2015					Cash Basis
	Average		Interest		Interest
	Recorded		Income		Income
	Investment		Recognized		Recognized
With no related allowance recorded:
Commercial
Commercial & Industrial	$	1,796	$	—	$	—
Farmland	—		—		—
Non Farm, Non Residential	2,080		—		—
Agriculture	—		—		—
All Other Commercial	1,175		—		—
Residential
First Liens	18		—		—
Home Equity	—		—		—
Junior Liens	—		—		—
Multifamily	—		—		—
All Other Residential	—		—		—
Consumer
Motor Vehicle	—		—		—
All Other Consumer	—		—		—
With an allowance recorded:
Commercial
Commercial & Industrial	3,463		—		—
Farmland	—		—		—
Non Farm, Non Residential	3,682				—
Agriculture	—		—		—
All Other Commercial	483		—		—
Residential
First Liens	460		—		—
Home Equity	—		—		—
Junior Liens			—		—
Multifamily	—		—		—
All Other Residential	—		—		—
Consumer
Motor Vehicle	—		—		—
All Other Consumer	—		—		—
TOTAL	$	13,157	$	—	$	—

The following tables present the recorded investment in nonperforming loans by class of loans.



	December 31, 2017
	Loans Past		Troubled Debt
	Due Over 90 Day Still		Restructured
(Dollar amounts in thousands)	Accruing		Accrual		Non-accrual		Non-accrual
Commercial
Commercial & Industrial	$	41	$	2	$	212	$	1,679
Farmland	19		—		—		4,141
Non Farm, Non Residential	—		56		2,440		172
Agriculture	—		—		—		707
All Other Commercial	—		—		—		1,236
Residential
First Liens	1,011		3,105		575		3,972
Home Equity	8		—		—		249
Junior Liens	137		—		—		134
Multifamily	—		—		—		—
All Other Residential	—		—		—		90
Consumer
Motor Vehicle	268		9		—		242
All Other Consumer	—		177		527		623
TOTAL	$	1,484	$	3,349	$	3,754	$	13,245



	December 31, 2016
	Loans Past		Troubled Debt
	Due Over 90 Day Still		Restructured
(Dollar amounts in thousands)	Accruing		Accrual		Non-accrual		Non-accrual
Commercial
Commercial & Industrial	$	45	$	3	$	383	$	2,405
Farmland	—		—		—		978
Non Farm, Non Residential	—		60		2,941		1,027
Agriculture	—		—		—		744
All Other Commercial	—		—		—		1,380
Residential
First Liens	276		3,525		995		5,496
Home Equity	—		—		—		285
Junior Liens	55		—		—		202
Multifamily	—		—		—		—
All Other Residential	—		—		—		94
Consumer
Motor Vehicle	293		60		—		140
All Other Consumer	—		150		517		741
TOTAL	$	669	$	3,798	$	4,836	$	13,492

Covered loans included in loans past due over 90 days still on accrual are $88 thousand at December 31, 2017 and $80 thousand at December 31, 2016. Covered loans included in non-accrual loans are $62 thousand at December 31, 2017 and $112 thousand at December 31, 2016. No covered loans are deemed impaired at December 31, 2017 and 2016. Non-performing loans include both smaller balance homogeneous loans that are collectively evaluated for impairment and individually classified impaired loans.

During the years ending December 31, 2017, 2016, and 2015 the terms of certain loans were modified as troubled debt restructurings (TDRs). The following tables present the activity for TDR's.



										2017
(Dollar amounts in thousands)	Commercial			Residential			Consumer			Total
January 1,	$	3,386		$	4,447		$	732		$	8,565
Added	—			227			386			613
Charged Off	—			(289		)	(141		)	(430		)
Payments	(677		)	(774		)	(263		)	(1,714		)
December 31,	$	2,709		$	3,611		$	714		$	7,034



										2016
(Dollar amounts in thousands)	Commercial			Residential			Consumer			Total
January 1,	$	3,584		$	5,593		$	683		$	9,860
Added	—			123			369			492
Charged Off	—			(321		)	(70		)	(391		)
Payments	(198		)	(948		)	(250		)	(1,396		)
December 31,	$	3,386		$	4,447		$	732		$	8,565



										2015
(Dollar amounts in thousands)	Commercial			Residential			Consumer			Total
January 1,	$	8,955		$	5,189		$	614		$	14,758
Added	—			748			342			1,090
Charged Off	—			(65		)	(52		)	(117		)
Payments	(5,371		)	(279		)	(221		)	(5,871		)
December 31,	$	3,584		$	5,593		$	683		$	9,860

Modification of the terms of such loans typically include one or a combination of the following: a reduction of the stated interest rate of the loan; an extension of the maturity date at a stated rate of interest lower than the current market rate for new debt with similar risk; or a permanent reduction of the recorded investment in the loan. No modification in 2017, 2016 or 2015 resulted in the permanent reduction of the recorded investment in the loan. Modifications involving a reduction of the stated interest rate of the loan were for periods ranging from twelve months to five years. Modifications involving an extension of the maturity date were for periods ranging from twelve months to ten years.

During the years ended December 31, 2017, 2016 and 2015 the Corporation modified 43, 42, and 57 loans respectively as troubled debt restructurings. All of the loans modified were smaller balance residential and consumer loans. There were no loans that were charged off within 12 months of the modification for 2017, 2016, or 2015.

The Corporation had no allocation of specific reserves to customers whose loan terms have been modified in troubled debt restructurings at both December 31, 2017 and 2016 and $25 thousand of specific reserves at December 31, 2015. The Corporation has not committed to lend additional amounts as of December 31, 2017 and 2016 to customers with outstanding loans that are classified as troubled debt restructurings.

The following tables present the aging of the recorded investment in loans by past due category and class of loans.



					Greater
December 31, 2017	30-59 Days		60-89 Days		than 90 days		Total
(Dollar amounts in thousands)	Past Due		Past Due		Past Due		Past Due		Current		Total
Commercial
Commercial & Industrial	$	372	$	80	$	640	$	1,092	$	474,709	$	475,801
Farmland	341		—		3,671		4,012		104,457		108,469
Non Farm, Non Residential	141		—		—		141		200,804		200,945
Agriculture	141		—		561		702		152,388		153,090
All Other Commercial	—		—		—		—		207,875		207,875
Residential
First Liens	5,467		1,317		1,434		8,218		247,029		255,247
Home Equity	310		46		8		364		35,752		36,116
Junior Liens	274		106		194		574		41,688		42,262
Multifamily	—		—		—		—		90,141		90,141
All Other Residential	300		—		12		312		13,329		13,641
Consumer
Motor Vehicle	4,770		697		294		5,761		298,211		303,972
All Other Consumer	107		22		—		129		25,334		25,463
TOTAL	$	12,223	$	2,268	$	6,814	$	21,305	$	1,891,717	$	1,913,022



					Greater
December 31, 2016	30-59 Days		60-89 Days		than 90 days		Total
(Dollar amounts in thousands)	Past Due		Past Due		Past Due		Past Due		Current		Total
Commercial
Commercial & Industrial	$	370	$	114	$	1,199	$	1,683	$	474,406	$	476,089
Farmland	235		22		46		303		110,897		111,200
Non Farm, Non Residential	153		—		215		368		195,120		195,488
Agriculture	246		—		467		713		151,059		151,772
All Other Commercial	15		—		—		15		178,171		178,186
Residential
First Liens	3,862		954		1,516		6,332		264,446		270,778
Home Equity	186		64		27		277		35,782		36,059
Junior Liens	271		—		224		495		36,912		37,407
Multifamily	—		—		—		—		67,799		67,799
All Other Residential	42		12		—		54		12,982		13,036
Consumer
Motor Vehicle	4,048		732		313		5,093		277,604		282,697
All Other Consumer	143		22		3		168		24,361		24,529
TOTAL	$	9,571	$	1,920	$	4,010	$	15,501	$	1,829,539	$	1,845,040

Credit Quality Indicators:

The Corporation categorizes loans into risk categories based on relevant information about the ability of borrowers to service their debt such as: current financial information, historical payment experience, credit documentation, public information, and current economic trends, among other factors. The Corporation analyzes loans individually by classifying the loans as to credit risk. This analysis includes non-homogeneous loans, such as commercial loans, with an outstanding balance greater than $100 thousand.

Any consumer loans outstanding to a borrower who had commercial loans analyzed will be similarly risk rated. This analysis is performed on a quarterly basis. The Corporation uses the following definitions for risk ratings:

Special Mention: Loans classified as special mention have a potential weakness that deserves management’s close attention. If left uncorrected, these potential weaknesses may result in deterioration of the repayment prospects for the loan or of the institution’s credit position at some future date.

Substandard: Loans classified as substandard are inadequately protected by the current net worth and debt service capacity of the borrower or of any pledged collateral. These loans have a well-defined weakness or weaknesses which have clearly jeopardized repayment of principal and interest as originally intended. They are characterized by the distinct possibility that the institution will sustain some future loss if the deficiencies are not corrected.

Doubtful: Loans classified as doubtful have all the weaknesses inherent in those graded substandard, with the added characteristic that the severity of the weaknesses makes collection or liquidation in full highly questionable or improbable based upon currently existing facts, conditions, and values.

Furthermore, non-homogeneous loans which were not individually analyzed, but are 90+ days past due or on non-accrual are classified as substandard. Loans included in homogeneous pools, such as residential or consumer, may be classified as substandard due to 90+ days delinquency, non-accrual status, bankruptcy, or loan restructuring.

Loans not meeting the criteria above that are analyzed individually as part of the above described process are considered to be pass rated loans. Loans listed as not rated are either less than $100 thousand or are included in groups of homogeneous loans. Beginning in July 2016, the Company's loan rating process no longer includes all loans in a loan relationship. Therefore, certain first lien mortgage loans and consumer loans that were previously rated in a loan relationship have been included in the not rated category as of December 31, 2016. As of December 31, 2017 and 2016, and based on the most recent analysis performed, the risk category of loans by class of loans is as follows:



December 31, 2017			Special
(Dollar��amounts in thousands)	Pass		Mention		Substandard		Doubtful		Not Rated		Total
Commercial
Commercial & Industrial	$	430,015	$	19,889	$	18,611	$	38	$	5,947	$	474,500
Farmland	88,338		10,782		7,466		—		10		106,596
Non Farm, Non Residential	179,181		7,689		13,632		—		—		200,502
Agriculture	111,724		17,482		21,388		—		342		150,936
All Other Commercial	194,170		2,723		7,459		—		2,604		206,956
Residential
First Liens	45,320		750		3,980		5		204,329		254,384
Home Equity	319		—		64		—		35,653		36,036
Junior Liens	1,882		76		342		100		39,755		42,155
Multifamily	89,936		—		—		—		36		89,972
All Other Residential	—		—		67		—		13,529		13,596
Consumer
Motor Vehicle	—		—		731		—		301,900		302,631
All Other Consumer	—		—		44		—		25,301		25,345
TOTAL	$	1,140,885	$	59,391	$	73,784	$	143	$	629,406	$	1,903,609



December 31, 2016			Special
(Dollar amounts in thousands)	Pass		Mention		Substandard		Doubtful		Not Rated		Total
Commercial
Commercial & Industrial	$	427,262	$	16,286	$	25,177	$	449	$	5,730	$	474,904
Farmland	95,115		8,300		5,238		—		532		109,185
Non Farm, Non Residential	172,739		5,745		16,601		—		—		195,085
Agriculture	121,983		13,885		12,301		—		1,366		149,535
All Other Commercial	163,492		596		10,058		76		3,251		177,473
Residential
First Liens	43,674		1,541		4,466		18		220,249		269,948
Home Equity	363		—		86		—		35,554		36,003
Junior Liens	1,826		85		401		26		34,977		37,315
Multifamily	66,133		1,430		15		—		65		67,643
All Other Residential	—		—		—		—		13,002		13,002
Consumer
Motor Vehicle	—		—		331		—		281,134		281,465
All Other Consumer	—		—		25		—		24,391		24,416
TOTAL	$	1,092,587	$	47,868	$	74,699	$	569	$	620,251	$	1,835,974


8.	PREMISES AND EQUIPMENT:

Premises and equipment are summarized as follows:



	December 31,
(Dollar amounts in thousands)	2017			2016
Land	$	12,118		$	12,265
Building and leasehold improvements	55,854			55,711
Furniture and equipment	46,399			44,608
	114,371			112,584
Less accumulated depreciation	(66,099		)	(63,344		)
TOTAL	$	48,272		$	49,240

Aggregate depreciation expense was $3.95 million, $4.34 million and $4.66 million for 2017, 2016 and 2015, respectively.

The Company leases certain branch properties and equipment under operating leases. Rent expense was $1.0 million, $0.9 million, and $0.9 million for 2017, 2016, and 2015. Rent commitments, before considering renewal options that generally are present, were as follows:



2018	$	920
2019	546
2020	382
2021	198
2022	158
Thereafter	1,019
	$	3,223


9.	GOODWILL AND INTANGIBLE ASSETS:

The Corporation completed its annual impairment testing of goodwill during the fourth quarter of 2017 and 2016. Management does not believe any amount of goodwill is impaired.

Intangible assets subject to amortization at December 31, 2017 and 2016 are as follows:



	2017				2016
	Gross		Accumulated		Gross		Accumulated
(Dollar amounts in thousands)	Amount		Amortization		Amount		Amortization
Core deposit intangible	$	10,836	$	9,206	$	10,836	$	8,727
	$	10,836	$	9,206	$	10,836	$	8,727

Aggregate amortization expense was $479 thousand, $627 thousand and $826 thousand for 2017, 2016 and 2015, respectively.

Estimated amortization expense for the next five years is as follows:



	In thousands
2018	$	434
2019	350
2020	252
2021	232
2022	224

In 2016, the sale of certain assets and liabilities of the insurance brokerage operations resulted in the reduction of customer list intangible by $.4 million and the reduction of goodwill by $5.1 million.


10.	DEPOSITS:

Scheduled maturities of time deposits for the next five years are as follows:



(dollar amounts in thousands)
2018	$	181,508
2019	68,985
2020	40,919
2021	20,227
2022	25,240


11.	SHORT-TERM BORROWINGS:

A summary of the carrying value of the Corporation's short-term borrowings at December 31, 2017 and 2016 is presented below:



(Dollar amounts in thousands)	2017		2016
Federal funds purchased	$	30,165	$	49,982
Repurchase-agreements	27,521		31,007
	$	57,686	$	80,989



(Dollar amounts in thousands)	2017			2016
Average amount outstanding	$	39,704		$	37,949
Maximum amount outstanding at a month end	85,714			80,989
Average interest rate during year	0.62		%	0.35		%
Interest rate at year-end	0.96		%	0.64		%

Federal funds purchased are generally due in one day and bear interest at market rates. The Corporation enters into sales of securities under agreements to repurchase. The amounts received under these agreements represent short-term borrowings and are reflected as a liability in the consolidated balance sheets. The securities underlying these agreements are included in investment securities in the consolidated balance sheets. The Corporation has no control over the market value of the securities, which fluctuates due to market conditions. However, the Corporation is obligated to promptly transfer additional securities if the market value of the securities falls below the repurchase agreement price. The Corporation manages this risk by maintaining an unpledged securities portfolio that it believes is sufficient to cover a decline in the market value of the securities sold under agreements to repurchase.

Securities are pledged to cover these liabilities, which are not covered by federal deposit insurance. The Corporation maintains possession of and control over these securities.

Collateral pledged to repurchase agreements by remaining maturity are as follows:



	December 31, 2017
Repurchase Agreements and Repurchase to Maturity Transactions	Remaining Contractual Maturity of the Agreements
(Dollar amounts in thousands)	Overnight and continuous		Up to 30 days		30 - 90 days		Greater than 90 days		Total
Mortgage Backed Securities - Residential and Collateralized Mortgage Obligations	$	11,929	$	6,282	$	8,552	$	758	$	27,521



	December 31, 2016
Repurchase Agreements and Repurchase to Maturity Transactions	Remaining Contractual Maturity of the Agreements
(Dollar amounts in thousands)	Overnight and continuous		Up to 30 days		30 - 90 days		Greater than 90 days		Total
Mortgage Backed Securities - Residential and Collateralized Mortgage Obligations	$	11,238	$	9,495	$	9,516	$	758	$	31,007


12.	OTHER BORROWINGS:

Other borrowings at December 31, 2017 and 2016 are summarized as follows:



(Dollar amounts in thousands)	2017		2016
FHLB advances	$	—	$	132

The aggregate minimum annual retirements of other borrowings are as follows:



2018	$	—
2019	—
2020	—
2021	—
2022	—
Thereafter	—
	$	—

The Corporation's subsidiary banks are members of the Federal Home Loan Bank (FHLB) and accordingly are permitted to obtain advances. There are no advances from the FHLB at December 31, 2017, and $132 thousand at December 31, 2016, which accrue interest, payable monthly, at annual rates, primarily fixed, varying from 0.8% to 6.6% in 2017 and 0.5% to 6.6% in 2016. FHLB advances are, generally, due in full at maturity. They are secured by eligible securities totaling $120.1 million at December 31, 2017, and $57.1 million at December 31, 2016, and a blanket pledge on real estate loan collateral. Based on this collateral and the Corporation's holdings of FHLB stock, the Corporation is eligible to borrow up to $223.4 million at year end 2017. Certain advances may be prepaid, without penalty, prior to maturity. The FHLB can adjust the interest rate from fixed to variable on certain advances, but those advances may then be prepaid, without penalty.


13.	INCOME TAXES:

Income tax expense is summarized as follows:



(Dollar amounts in thousands)	2017		2016		2015
Federal:
Currently payable	$	8,303	$	15,514	$	9,890
Deferred	3,756		1,326		(774		)
Expense due to enactment of federal tax reform	6,282		—		—
	18,341		16,840		9,116
State:
Currently payable	1,818		2,857		1,426
Deferred	463		186		(150		)
	2,281		3,043		1,276
TOTAL	$	20,622	$	19,883	$	10,392

The reconciliation of income tax expense with the amount computed by applying the statutory federal income tax rate of 35% to income before income taxes is summarized as follows:



(Dollar amounts in thousands)	2017			2016			2015
Federal income taxes computed at the statutory rate	$	17,414		$	20,403		$	14,206
Add (deduct) tax effect of:
Tax exempt income	(4,102		)	(3,992		)	(4,047		)
Non-deductible insurance brokerage goodwill	—			1,797			—
ESOP dividend deduction	(102		)	(47		)	(164		)
State tax, net of federal benefit	1,483			1,978			829
Affordable housing credits	(148		)	(148		)	(148		)
Expense due to enactment of federal tax reform	6,282			—			—
Other, net	(205		)	(108		)	(284		)
TOTAL	$	20,622		$	19,883		$	10,392

On December 22, 2017, the Tax Cuts and Jobs Act was signed into law. The primary change for the Corporation was to lower the corporate income tax rate from 35% to 21%. The Corporation's deferred tax assets and liabilities were re-measured based on the income tax rates at which they are expected to reverse in the future, which is generally 21%. The amount recorded related to the re-measurement of the Corporation's deferred tax balance was $6.3 million, an increase to income tax expense for the year ended December 31, 2017.

The tax effects of temporary differences that give rise to significant portions of the deferred tax assets and liabilities at December 31, 2017 and 2016, are as follows:



(Dollar amounts in thousands)	2017			2016
Deferred tax assets:
Other than temporary impairment	$	1,829		$	5,397
Net unrealized losses on retirement plans	6,609			8,576
Net unrealized losses on securities available for sale	—			719
Loan loss provisions	5,195			7,318
Deferred compensation	3,661			5,881
Compensated absences	563			832
Post-retirement benefits	1,359			2,043
Deferred loss on acquisition	663			1,111
Other	2,123			3,119
GROSS DEFERRED ASSETS	22,002			34,996
Deferred tax liabilities:
Net unrealized gains on securities available-for-sale	(804		)	—
Depreciation	(1,989		)	(2,778		)
Mortgage servicing rights	(308		)	(486		)
Pensions	(201		)	(65		)
Intangibles	(2,446		)	(3,015		)
Other	(2,408		)	(3,180		)
GROSS DEFERRED LIABILITIES	(8,156		)	(9,524		)
NET DEFERRED TAX ASSETS	$	13,846		$	25,472

Unrecognized Tax Benefits — A reconciliation of the beginning and ending amount of unrecognized tax benefits is as follows:



(Dollar amounts in thousands)	2017			2016			2015
Balance at January 1	$	698		$	513		$	589
Additions based on tax positions related to the current year	257			288			68
Additions based on tax positions related to prior years	—			—			—
Reductions due to the statute of limitations	(130		)	(103		)	(144		)
Balance at December 31	$	825		$	698		$	513

Of this total, $825 thousand represents the amount of unrecognized tax benefits that, if recognized, would favorably affect the effective income tax rate in future periods. The Corporation does not expect the total amount of unrecognized tax benefits to significantly increase or decrease in the next 12 months.

The total amount of interest and penalties recorded in the income statement for the years ended December 31, 2017, 2016 and 2015 was an expense increase of $4 thousand, an increase of $4 thousand, and a decrease of $17 thousand, respectively. The amount accrued for interest and penalties at December 31, 2017, 2016 and 2015 was $40 thousand, $31 thousand and $27 thousand, respectively.

The Corporation and its subsidiaries are subject to U.S. federal income tax as well as income tax of the states of Indiana and Illinois. The Corporation is no longer subject to examination by taxing authorities for years before 2014.


14.	FINANCIAL INSTRUMENTS WITH OFF-BALANCE-SHEET RISK:

The Corporation is a party to financial instruments with off-balance-sheet risk in the normal course of business to meet the financing needs of its customers. These financial instruments include conditional commitments and commercial letters of credit. The financial instruments involve to varying degrees, elements of credit and interest rate risk in excess of amounts recognized in the financial statements. The Corporation's maximum exposure to credit loss in the event of nonperformance by the other party to the financial instrument for commitments to make loans is limited generally by the contractual amount of those instruments. The Corporation

follows the same credit policy to make such commitments as is followed for those loans recorded in the consolidated financial statements.

Commitment and contingent liabilities are summarized as follows at December 31:



(Dollar amounts in thousands)	2017		2016
Home Equity	$	57,060	$	55,362
Commercial Operating Lines	246,855		268,577
Other Commitments	83,786		66,408
TOTAL	$	387,701	$	390,347
Commercial letters of credit	$	5,012	$	5,673

The majority of commercial operating lines and home equity lines are variable rate, while the majority of other commitments to fund loans are fixed rate. Fixed rate commitments had a range of interest rates from 4.00% to 7.25% in 2017. In 2016 this range of rates was from 3.25% to 7.00%. Since many commitments to make loans expire without being used, these amounts do not necessarily represent future cash commitments. Collateral obtained upon exercise of the commitment is determined using management's credit evaluation of the borrower, and may include accounts receivable, inventory, property, land and other items. The approximate duration of these commitments is generally one year or less.

Derivatives: The Corporation enters into derivative instruments for the benefit of its customers. At the inception of a derivative contract, the Corporation designates the derivative as an instrument with no hedging designation ("standalone derivative"). Changes in the fair value of derivatives are reported currently in earnings as non-interest income. Net cash settlements on derivatives that do not qualify for hedge accounting are reported in non-interest income.

First Financial Bank offers clients the ability on certain transactions to enter into interest rate swaps. Typically, these are pay fixed, receive floating swaps used in conjunction with commercial loans. These derivative contracts do not qualify for hedge accounting. The Bank hedges the exposure to these contracts by entering into offsetting contracts with substantially matching terms. The notional amount of these interest rate swaps was $20.1 million and $21.3 million at December 31, 2017 and 2016. The fair value of these contracts combined was zero, as gains offset losses. The gross gain and loss associated with these interest rate swaps was $0.2 million and $0.6 million at December 31, 2017 and 2016.


15.	RETIREMENT PLANS:

Employees of the Corporation are covered by a retirement program that consists of a defined benefit plan and an employee stock ownership plan (ESOP). Plan assets consist primarily of the Corporation's stock and obligations of U.S. Government agencies. Benefits under the defined benefit plan are actuarially determined based on an employee's service and compensation, as defined, and funded as necessary. This plan was frozen for the majority of employees as of December 31, 2012.Those employees will be eligible to participate in a 401K plan that the Corporation can contribute a discretionary match of the pay contributed by the employee. In addition the ESOP plan will continue in place for all employees.

Assets in the ESOP are considered in calculating the funding to the defined benefit plan required to provide such benefits. Any shortfall of benefits under the ESOP are to be provided by the defined benefit plan. The ESOP may provide benefits beyond those determined under the defined benefit plan. Contributions to the ESOP are determined by the Corporation's Board of Directors. The Corporation made contributions to the defined benefit plan of $2.55 million, $2.70 million and $1.84 million in 2017, 2016 and 2015. The Corporation contributed $1.06 million, $1.36 million and $1.29 million to the ESOP in 2017, 2016 and 2015. There were contributions of $676 thousand, $872 thousand and $746 thousand to the ESOP for employees no longer participating in the defined benefit plan in 2017, 2016 and 2015 respectively.

The Corporation uses a measurement date of December 31.

Net periodic benefit cost and other amounts recognized in other comprehensive income included the following components:



(Dollar amounts in thousands)	2017			2016			2015
Service cost - benefits earned	$	1,432		$	1,882		$	2,153
Interest cost on projected benefit obligation	3,621			3,729			3,516
Expected return on plan assets	(3,940		)	(3,429		)	(3,452		)
Net amortization and deferral	1,205			1,936			2,065
Net periodic pension cost	2,318			4,118			4,282
Net loss (gain) during the period	5,366			(6,150		)	(1,894		)
Amortization of prior service cost	(1		)	(1		)	(1		)
Amortization of unrecognized gain (loss)	(1,204		)	(1,935		)	(2,064		)
Total recognized in other comprehensive (income) loss	4,161			(8,086		)	(3,959		)
Total recognized net periodic pension cost and other comprehensive income	$	6,479		$	(3,968	)	$	323

The estimated net loss and prior service costs (credits) for the defined benefit pension plan that will be amortized from accumulated other comprehensive income into net periodic benefit cost over the next fiscal year are $1.7 million and $1 thousand.

The information below sets forth the change in projected benefit obligation, reconciliation of plan assets, and the funded status of the Corporation's retirement program. Actuarial present value of benefits is based on service to date and present pay levels.



(Dollar amounts in thousands)	2017			2016
Change in benefit obligation:
Benefit obligation at January 1	$	93,233		$	90,855
Service cost	1,432			1,882
Interest cost	3,621			3,729
Actuarial (gain) loss	5,305			2,839
Benefits paid	(5,495		)	(6,072		)
Benefit obligation at December 31	98,096			93,233
Reconciliation of fair value of plan assets:
Fair value of plan assets at January 1	70,132			60,602
Actual return on plan assets	3,879			12,418
Employer contributions	2,933			3,184
Benefits paid	(5,495		)	(6,072		)
Fair value of plan assets at December 31	71,449			70,132
Funded status at December 31 (plan assets less benefit obligation)	$	(26,647	)	$	(23,101	)

Amounts recognized in accumulated other comprehensive income at December 31, 2017 and 2016 consist of:



(Dollar amounts in thousands)	2017		2016
Net loss (gain)	$	25,621	$	21,459
Prior service cost (credit)	3		4
	$	25,624	$	21,463

The accumulated benefit obligation for the defined benefit pension plan was $93.3 million and $88.5 million at year-end

2017 and 2016.



Principal assumptions used to determine pension benefit obligation at year end:	2017		2016
Discount rate	3.60	%	4.14	%
Rate of increase in compensation levels	3.00		3.00



Principal assumptions used to determine net periodic pension cost:	2017		2016
Discount rate	4.14	%	4.34	%
Rate of increase in compensation levels	3.00		3.00
Expected long-term rate of return on plan assets	6.00		6.00

The expected long-term rate of return was estimated using market benchmarks for equities and bonds applied to the plan's target asset allocation. Management estimated the rate by which plan assets would perform based on historical experience as adjusted for changes in asset allocations and expectations for future return on equities as compared to past periods.

Plan Assets — The Corporation's pension plan weighted-average asset allocation for the years 2017 and 2016 by asset category are as follows:



	Pension Plan Target Allocation	ESOP Target Allocation	Pension Percentage of Plan Assets at December 31,				ESOP Percentage of Plan Assets at December 31,
ASSET CATEGORY	2017	2017	2017		2016		2017		2016
Equity securities	25-75%	95-99%	72	%	68	%	98	%	99	%
Debt securities	0-50%	0-0%	25	%	29	%	—	%	—	%
Other	0-20%	0-5%	3	%	3	%	2	%	1	%
TOTAL			100	%	100	%	100	%	100	%

Fair Value of Plan Assets — Fair value is the exchange price that would be received for an asset in the principal or most advantageous market for the asset in an orderly transaction between market participants on the measurement date. It also establishes a fair value hierarchy which requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value.

The Corporation used the following methods and significant assumptions to estimate the fair value of each type of financial instrument:

Equity, Debt, Investment Funds and Other Securities — The fair values for investment securities are determined by quoted market prices, if available (Level 1). For securities where quoted prices are not available, fair values are calculated based on market prices of similar securities (Level 2). For securities where quoted prices or market prices of similar securities are not available, fair values are calculated using discounted cash flows or other market indicators (Level 3).

The fair value of the plan assets at December 31, 2017 and 2016, by asset category, is as follows:



			Fair Value Measurements at December 31, 2017 Using:
			Quoted Prices in Active Markets for Identical Assets		Significant Other Observable Inputs		Significant Observable Inputs
(Dollar amounts in thousands)	Total		(Level 1)		(Level 2)		(Level 3)
Plan assets
Equity securities	$	48,152	$	48,152	$	—	$	—
Debt securities	10,717		—		10,717		—
Investment Funds	12,580		12,580		—		—
Total plan assets	$	71,449	$	60,732	$	10,717	$	—



			Fair Value Measurements at December 31, 2016 Using:
			Quoted Prices in Active Markets for Identical Assets		Significant Other Observable Inputs		Significant Observable Inputs
(Dollar amounts in thousands)	Total		(Level 1)		(Level 2)		(Level 3)
Plan assets
Equity securities	$	51,170	$	51,170	$	—	$	—
Debt securities	11,566		—		11,566		—
Investment Funds	7,396		7,396		—		—
Total plan assets	$	70,132	$	58,566	$	11,566	$	—

The investment objective for the retirement program is to maximize total return without exposure to undue risk. Asset allocation favors equities. This target includes the Corporation's ESOP, which is fully invested in corporate stock. Other investment allocations include fixed income securities and cash.

The plan is prohibited from investing in the following: private placement equity and debt transactions; letter stock and uncovered options; short-sale margin transactions and other specialized investment activity; and fixed income or interest rate futures. All other investments not prohibited by the plan are permitted.

Equity securities in the defined benefit plan include First Financial Corporation common stock in the amount of $21.4 million (30 percent of total plan assets) and $26.7 million (38 percent of total plan assets) at December 31, 2017 and 2016, respectively. In addition the ESOP for non plan participants holds an estimated $3.8 million and $4.1 million of First Financial Corporation stock at December 31, 2017 and December 31, 2016 respectively. Other equity securities are predominantly stocks in large cap U.S. companies.

Contributions — The Corporation expects to contribute $2.3 million to its pension plan and $813 thousand to its ESOP in 2018.

Estimated Future Payments — The following benefit payments, which reflect expected future service, are expected:



PENSION BENEFITS
(Dollar amounts in thousands)
2018	$	5,837
2019	6,067
2020	6,166
2021	6,341
2022	6,474
2023-2027	35,078

Supplemental Executive Retirement Plan — The Corporation has established a Supplemental Executive Retirement Plan (SERP) for certain executive officers. The provisions of the SERP allow the Plan's participants who are also participants in the Corporation's defined benefit pension plan to receive supplemental retirement benefits to help recompense for benefits lost due to the imposition of IRS limitations on benefits under the Corporation's tax qualified defined benefit pension plan. Expenses related to the plan were $321 thousand in 2017 and $418 thousand in 2016 and $437 thousand in 2015.The plan is unfunded and has a measurement date of December 31. The amounts recognized in other comprehensive income in the current year are as follows:



(Dollar amounts in thousands)	2017		2016			2015
Net loss (gain) during the period	$	527	$	(511	)	$	(255	)
Amortization of prior service cost	—		—			—
Amortization of unrecognized gain (loss)	—		(57		)	(88		)
Total recognized in other comprehensive (income) loss	$	527	$	(568	)	$	(343	)

The Corporation has $4.4 million and $3.6 million recognized in the balance sheet as a liability at December 31, 2017 and 2016. Amounts in accumulated other comprehensive income consist of $859 thousand net loss at December 31, 2017 and $332 thousand net loss at December 31, 2016. The estimated loss for the SERP that will be amortized from accumulated other comprehensive income into net periodic benefit cost over the next fiscal year is $51 thousand.

Estimated Future Payments — The following benefit payments, which reflect expected future service, are expected:



(Dollar amounts on thousands)
2018	$	—
2019	180
2020	352
2021	343
2022	334
2023-2027	1,593

Post-retirement medical benefits — The Corporation also provides medical benefits to certain employees subsequent to their retirement. The Corporation uses a measurement date of December 31. Accrued post-retirement benefits as of December 31, 2017 and 2016 are as follows:



	December 31,
(Dollar amounts in thousands)	2017			2016
Change in benefit obligation:
Benefit obligation at January 1	$	4,276		$	4,383
Service cost	53			55
Interest cost	172			186
Plan participants' contributions	75			69
Actuarial (gain) loss	83			(144		)
Benefits paid	(298		)	(273		)
Benefit obligation at December 31	$	4,361		$	4,276
Funded status at December 31	$	4,361		$	4,276

Amounts recognized in accumulated other comprehensive income consist of a net loss of $257 thousand at December 31, 2017 and $174 thousand net loss at December 31, 2016. The post-retirement benefits paid in 2017 and 2016 of $298 thousand and $273 thousand, respectively, were fully funded by company and participant contributions.

There is no estimated transition obligation for the post-retirement benefit plan that will be amortized from accumulated other comprehensive income into net periodic benefit cost over the next fiscal year.

Weighted average assumptions at December 31:



	December 31,
	2017		2016
Discount rate	3.60	%	4.14	%
Initial weighted health care cost trend rate	5.00	%	5.00	%
Ultimate health care cost trend rate	5.00		5.00
Year that the rate is assumed to stabilize and remain unchanged	2018		2017

Post-retirement health benefit expense included the following components:



	Years Ended December 31,
(Dollar amounts in thousands)	2017		2016			2015
Service cost	$	53	$	55		$	63
Interest cost	172		186			173
Net periodic benefit cost	225		241			236
Net loss (gain) during the period	83		(144		)	(200		)
Total recognized in other comprehensive income (loss)	83		(144		)	(200		)
Total recognized net periodic benefit cost and other comprehensive income	$	308	$	97		$	36

Assumed health care cost trend rates have a significant effect on the amounts reported for the health care plans. A one-percentage-point change in the assumed health care cost trend rates would have the following effects:



	1% Point		1% Point
(Dollar amounts in thousands)	Increase		Decrease
Effect on total of service and interest cost components	$	1	$	1
Effect on post-retirement benefit obligation	25		23

Contributions — The Corporation expects to contribute $264 thousand to its other post-retirement benefit plan in 2017.

Estimated Future Payments — The following benefit payments, which reflect expected future service, are expected:



(Dollar amounts in thousands)
2018	$	264
2019	266
2020	274
2021	265
2022	279
2023-2027	1,408


16.	STOCK BASED COMPENSATION:

On February 5, 2011, the Corporation's Board of Directors adopted and approved the First Financial Corporation 2011 Omnibus Equity Incentive Plan (the "2011 Stock Incentive Plan") effective upon the approval of the Plan by the Company's shareholders, which occurred on April 20, 2011 at the Corporation’s annual meeting of shareholders. The 2011 Stock Incentive Plan provides for the grant of non qualified stock options, incentive stock options, stock appreciation rights, restricted stock, restricted stock units and incentive awards. An aggregate of 700,000 shares of common stock are reserved for issuance under the 2011 Stock Incentive Plan. Shares issuable under the 2011 Stock Incentive Plan may be authorized and unissued shares of common stock or treasury shares.

During the first quarter of 2017 and 2016, the Compensation Committee of the Board of Directors of the Company granted restricted stock awards to certain executive officers pursuant to the Corporation's annual performance-based stock incentive bonus plan. Compensation expense is recognized over the vesting period of the awards based on the fair value of the stock at the grant date. The value of the awards was determined by dividing the award amount by the median price of a share of Company common stock on the grant dates. The restricted stock awards vest as follows — 33% on the first anniversary, 33% on the second anniversary and the remaining 34% on the third anniversary of the earned date. The Corporation has the right to retain shares to satisfy any withholding tax obligation. A total of 149,069 shares of restricted common stock of the Company were granted under the 2011 Stock Incentive Plan. A total of 550,931 remain to be granted under this plan.

Restricted Stock

Restricted stock awards require certain service-based or performance requirements and have a vesting period of 3 years. Compensation expense is recognized over the vesting period of the award based on the fair value of the stock at the date of

issue. Compensation related to the plan was $706 thousand, $684 thousand, and $684 thousand in 2017, 2016 and 2015, respectively.



			2017			2016
	Number		Weighted Average Grant Date	Number		Weighted Average Grant Date
(shares in thousands)	Outstanding		Fair Value	Outstanding		Fair Value
Nonvested balance at January 1,	20,524		32.83	20,466		33.26
Granted during the year	16,562		46.70	20,943		32.35
Vested during the year	(19,067	)	37.03	(20,885	)	32.76
Forfeited during the year	—		—	—		—
Nonvested balance at December 31,	18,019		41.14	20,524		32.83

As of December 31, 2017 and 2016, there was $741 thousand and $674 thousand, respectively of total unrecognized compensation cost related to non-vested shares granted under the Plan. The cost is expected to be recognized over a weighted-average period of 1.5 years. The total fair value of the shares vested during the years ended December 31, 2017 and 2016 was $0.9 million and $1.1 million, respectively.

17. OTHER COMPREHENSIVE INCOME (LOSS):

The following table summarizes the changes, net of tax within each classification of accumulated other comprehensive income for the years ended December 31, 2017 and 2016.



	Unrealized
	gains and			2017
	Losses on available- for-sale			Retirement
(Dollar amounts in thousands)	Securities			plans			Total
Beginning balance, January 1	$	(1,077	)	$	(13,087	)	$	(14,164	)
Change in other comprehensive income before reclassification	3,371			(4,609		)	(1,238		)
Amounts reclassified from accumulated other comprehensive income	(36		)	734			698
Net current period other comprehensive income (loss)	3,335			(3,875		)	(540		)
Ending balance, December 31	$	2,258		$	(16,962	)	$	(14,704	)



	Unrealized
	gains and			2016
	Losses on available- for-sale			Retirement
(Dollar amounts in thousands)	Securities			plans			Total
Beginning balance, January 1	$	9,053		$	(18,454	)	$	(9,401	)
Change in other comprehensive income before reclassification	(10,109		)	4,151			(5,958		)
Amounts reclassified from accumulated other comprehensive income	(21		)	1,216			1,195
Net current period other comprehensive income (loss)	(10,130		)	5,367			(4,763		)
Ending balance, December 31	$	(1,077	)	$	(13,087	)	$	(14,164	)



	Balance at			Current Period			Balance at
(Dollar amounts in thousands)	1/1/2017			Change			12/31/2017
Unrealized gains (losses) on securities available-for-sale
without other than temporary impairment	$	(3,018	)	$	1,647		$	(1,371	)
Unrealized gains (losses) on securities available-for-sale
with other than temporary impairment	1,941			1,688			3,629
Total unrealized gain (loss) on securities available-for-sale	$	(1,077	)	$	3,335		$	2,258
Unrealized loss on retirement plans	(13,087		)	(3,875		)	(16,962		)
TOTAL	$	(14,164	)	$	(540	)	$	(14,704	)



	Balance at			Current Period			Balance at
(Dollar amounts in thousands)	1/1/2016			Change			12/31/2016
Unrealized gains (losses) on securities available-for-sale
without other than temporary impairment	$	5,855		$	(8,873	)	$	(3,018	)
Unrealized gains (losses) on securities available-for-sale
with other than temporary impairment	3,198			(1,257		)	1,941
Total unrealized gain (loss) on securities available-for-sale	$	9,053		$	(10,130	)	$	(1,077	)
Unrealized loss on retirement plans	(18,454		)	5,367			(13,087		)
TOTAL	$	(9,401	)	$	(4,763	)	$	(14,164	)



	Balance at December 31, 2017
Details about accumulated	Amount reclassified from			Affected line item in
other comprehensive	accumulated other			the statement where
income components	comprehensive income			net income is presented
	(in thousands)
Unrealized gains and losses	$	59		Net securities gains (losses)
on available-for-sale	(23		)	Income tax expense
securities	$	36		Net of tax

Amortization of	$	(1,204	)	(a)
retirement plan items	470			Income tax expense
	$	(734	)	Net of tax
Total reclassifications for the period	$	(698	)	Net of tax

(a) Included in the computation of net periodic benefit cost which is included in salaries and benefits. (see Footnote 15 for additional details).



	Balance at December 31, 2016
Details about accumulated	Amount reclassified from			Affected line item in
other comprehensive	accumulated other			the statement where
income components	comprehensive income			net income is presented
	(in thousands)
Unrealized gains and losses	$	34		Net securities gains (losses)
on available-for-sale	(13		)	Income tax expense
securities	$	21		Net of tax

Amortization of	$	(1,992	)	(a)
retirement plan items	776			Income tax expense
	$	(1,216	)	Net of tax
Total reclassifications for the period	$	(1,195	)	Net of tax

(a) Included in the computation of net periodic benefit cost which is included in salaries and benefits. (see Footnote 15 for additional details).



	Balance at December 31, 2015
Details about accumulated	Amount reclassified from			Affected line item in
other comprehensive	accumulated other			the statement where
income components	comprehensive income			net income is presented
	(in thousands)
Unrealized gains and losses	$	17		Net securities gains (losses)
on available-for-sale	(6		)	Income tax expense
securities	$	11		Net of tax

Amortization of	$	(8,066	)	(a)
retirement plan items	3,146			Income tax expense
	$	(4,920	)	Net of tax
Total reclassifications for the period	$	(4,909	)	Net of tax

(a) Included in the computation of net periodic benefit cost which is included in salaries and benefits. (see Footnote 15 for additional details).


18.	REGULATORY MATTERS:

The Corporation and its bank affiliates are subject to various regulatory capital requirements administered by the federal banking agencies. Failure to meet minimum capital requirements can initiate certain mandatory—and possibly additional discretionary—actions by regulators that, if undertaken, could have a direct material effect on the Corporation's financial statements.

Further, the Corporation's primary source of funds to pay dividends to shareholders is dividends from its subsidiary banks and compliance with these capital requirements can affect the ability of the Corporation and its banking affiliates to pay dividends. At December 31, 2017, approximately $42.1 million of undistributed earnings of the subsidiary banks, included in consolidated retained earnings, were available for distribution to the Corporation without regulatory approval. Under capital adequacy guidelines and the regulatory framework for prompt corrective action, the Corporation and Banks must meet specific capital guidelines that involve quantitative measures of the Corporation's assets, liabilities, and certain off-balance-sheet items as calculated under regulatory accounting practices. The Corporation's and Banks' capital amounts and classification are also subject to qualitative judgments by the regulators about components, risk weightings and other factors.

Quantitative measures established by regulation to ensure capital adequacy require the Corporation and Banks to maintain minimum amounts and ratios of Total, Common equity tier I capital and Tier I Capital to risk-weighted assets, and of Tier I Capital to average assets.

The final rules implementing Basel Committee on Banking Supervision's capital guidelines for U.S. banks (Basel lll rules) became effective for the Corporation on January 1, 2015 with full compliance with all of the requirements being phased in over a multi-year schedule, and fully phased in by January 1, 2019. Under the Basel lll rules, the Corporation must hold a capital conservation buffer above the adequately capitalized risk-based capital ratios. The capital conservation buffer is being phased in from 0.0% for 2015 to 2.50% by 2019. The capital conservation buffer for 2017 and 2016 is 1.25% and 0.625%, respectively. The net unrealized gain or loss on available for sale securities is not included in computing regulatory capital.

Management believes, as of December 31, 2017 and 2016, that the Corporation meets all capital adequacy requirements to which it is subject.

As of December 31, 2017, the most recent notification from the respective regulatory agencies categorized the subsidiary banks as well capitalized under the regulatory framework for prompt corrective action. To be categorized as well capitalized, the banks must maintain minimum total risk-based, Common equity tier I capital, Tier I risk-based and Tier I leverage ratios as set forth in the table. There are no conditions or events since that notification that management believes have changed the banks' category.

The following table presents the actual and required capital amounts and related ratios for the Corporation and First Financial Bank, N.A., at year-end 2017 and 2016.



									To Be Well Capitalized
					For Capital				Under Prompt Corrective
	Actual				Adequacy Purposes				Action Provisions
(Dollar amounts in thousands)	Amount		Ratio		Amount		Ratio		Amount	Ratio
Total risk-based capital
Corporation – 2017	$	412,525	17.88	%	$	213,446	9.250	%	N/A	N/A
Corporation – 2016	$	411,713	18.26	%	$	194,435	8.625	%	N/A	N/A
First Financial Bank – 2017	386,593		17.30	%	206,745		9.250	%	223,508	10.00	%
First Financial Bank – 2016	384,522		17.64	%	188,003		8.625	%	217,974	10.00	%
Common equity tier I capital
Corporation – 2017	$	392,615	17.01	%	$	132,682	5.750	%	N/A	N/A
Corporation – 2016	$	392,939	17.43	%	$	115,534	5.125	%	N/A	N/A
First Financial Bank – 2017	370,061		16.56	%	128,517		5.750	%	145,280	6.50	%
First Financial Bank – 2016	368,797		16.92	%	111,712		5.125	%	141,683	6.50	%
Tier I risk-based capital
Corporation – 2017	$	392,615	17.01	%	$	167,295	7.250	%	N/A	N/A
Corporation – 2016	$	392,939	17.43	%	$	149,348	6.625	%	N/A	N/A
First Financial Bank – 2017	370,061		16.56	%	162,044		7.250	%	178,807	8.00	%
First Financial Bank – 2016	368,797		16.92	%	144,408		6.625	%	174,379	8.00	%
Tier I leverage capital
Corporation – 2017	$	392,615	13.31	%	$	117,956	4.00	%	N/A	N/A
Corporation – 2016	$	392,939	13.39	%	$	117,376	4.00	%	N/A	N/A
First Financial Bank – 2017	370,061		12.81	%	115,553		4.00	%	144,441	5.00	%
First Financial Bank – 2016	368,797		12.82	%	115,047		4.00	%	143,809	5.00	%


19.	PARENT COMPANY CONDENSED FINANCIAL STATEMENTS:

The parent company’s condensed balance sheets as of December 31, 2017 and 2016, and the related condensed statements of income and comprehensive income and cash flows for each of the three years in the period ended December 31, 2017, are as follows:



	December 31,
(Dollar amounts in thousands)	2017		2016
ASSETS
Cash deposits in affiliated banks	$	3,198	$	2,765
Investments in subsidiaries	414,839		416,024
Land and headquarters building, net	5,193		5,388
Other	—		—
Total Assets	$	423,230	$	424,177
LIABILITIES AND SHAREHOLDERS' EQUITY
Liabilities
Dividends payable	$	6,234	$	6,104
Other liabilities	3,427		3,678
TOTAL LIABILITIES	9,661		9,782
Shareholders' Equity	413,569		414,395
TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY	$	423,230	$	424,177



CONDENSED STATEMENTS OF INCOME AND COMPREHENSIVE INCOME
	Years Ended December 31,
(Dollar amounts in thousands)	2017			2016			2015
Dividends from subsidiaries	$	30,814		$	31,781		$	19,397
Other income	720			722			795
Other operating expenses	(2,647		)	(2,581		)	(2,314		)
Income before income taxes and equity in undistributed earnings of subsidiaries	28,887			29,922			17,878
Income tax benefit	889			821			815
Income before equity in undistributed earnings of subsidiaries	29,776			30,743			18,693
Equity in undistributed earnings of subsidiaries	(645		)	7,670			11,503
Net income	$	29,131		$	38,413		$	30,196

Comprehensive income	$	28,591		$	33,650		$	35,324



CONDENSED STATEMENTS OF CASH FLOWS
	Years Ended December 31,
(Dollar amounts in thousands)	2017			2016			2015
CASH FLOWS FROM OPERATING ACTIVITIES:
Net Income	$	29,131		$	38,413		$	30,196
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization	195			200			203
Equity in undistributed earnings	645			(7,670		)	(11,503		)
Contribution of shares to ESOP	1,062			1,361			1,294
Restricted stock compensation	706			684			684
Increase (decrease) in other liabilities	(247		)	(262		)	(1,524		)
(Increase) decrease in other assets	—			12			188
NET CASH FROM OPERATING ACTIVITIES	31,492			32,738			19,538
CASH FLOWS FROM INVESTING ACTIVITIES:
Purchase of furniture and fixtures	—			—			(65		)
NET CASH FROM INVESTING ACTIVITIES	—			—			(65		)
CASH FLOWS FROM FINANCING ACTIVITIES:
Purchase of treasury stock	(503		)	(19,396		)	(8,698		)
Dividends paid	(30,556		)	(12,359		)	(12,632		)
NET CASH FROM FINANCING ACTIVITES	(31,059		)	(31,755		)	(21,330		)
NET (DECREASE) INCREASE IN CASH	433			983			(1,857		)
CASH, BEGINNING OF YEAR	2,765			1,782			3,639
CASH, END OF YEAR	$	3,198		$	2,765		$	1,782
Supplemental disclosures of cash flow information:
Cash paid during the year for:
Interest	$	—		$	—		$	—
Income taxes	$	11,158		$	18,739		$	12,869


20.	SELECTED QUARTERLY DATA (UNAUDITED):



	2017
(Dollar amounts in thousands)	Interest Income		Interest Expense		Net Interest Income		Provision For Loan Losses		Net Income (a)		Net Income Per Share
March 31	$	27,846	$	1,339	$	26,507	$	1,596	$	9,369	$	0.77
June 30	$	28,128	$	1,568	$	26,560	$	1,040	$	8,352	$	0.68
September 30	$	28,805	$	1,697	$	27,108	$	1,185	$	8,794	$	0.72
December 31	$	29,416	$	1,734	$	27,682	$	1,474	$	2,616	$	0.21



	2016
(Dollar amounts in thousands)	Interest Income		Interest Expense		Net Interest Income		Provision For Loan Losses		Net Income (b)		Net Income Per Share
March 31	$	27,201	$	1,044	$	26,157	$	835	$	13,675	$	1.08
June 30	$	27,150	$	1,091	$	26,059	$	435	$	8,232	$	0.68
September 30	$	27,450	$	1,099	$	26,351	$	1,091	$	8,162	$	0.67
December 31	$	27,579	$	1,173	$	26,406	$	939	$	8,344	$	0.69

(a) The fourth quarter of 2017 was reduced due to the additional expense of $6.3 million for the enactment of federal tax reform.

(b) The first quarter of 2016 included the gain on sale of certain assets and liabilities of the insurance brokerage operations that resulted in an after-tax gain of $5.75 million.


ITEM 9.	CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE

None


ITEM 9A.	CONTROLS AND PROCEDURES

Evaluation of Disclosure Controls and Procedures

As of the end of the period covered by this report, we carried out an evaluation (the “Evaluation”), under the supervision and with the participation of our Chief Executive Officer (“CEO”), who serves as our principal executive officer, and Chief Financial Officer (“CFO”), who serves as our principal financial officer, of the effectiveness of our disclosure controls and procedures (“Disclosure Controls”). Based on the Evaluation, our CEO and CFO concluded that our Disclosure Controls are effective and designed to ensure that the information required to be included in our periodic SEC reports is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms.

Changes in Internal Controls Over Financial Reporting

There was no change in the Corporation’s internal control over financial reporting that occurred during the Corporation’s fourth fiscal quarter of 2017 that has materially affected, or is reasonably likely to materially affect, the Corporation’s internal control over financial reporting.

Management’s Report on Internal Control Over Financial Reporting and Attestation Report of the Registered Public Accounting Firm

“Management’s Report on Internal Control over Financial Reporting” and “Report of Independent Registered Public Accounting Firm” are included in Item 8 hereof and incorporated by reference.


ITEM 9B.	OTHER INFORMATION

Not applicable.

PART III

ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE

In accordance with the provisions of General Instruction G to Form 10-K, the information required for disclosure under Item 10 is not set forth herein because the Corporation intends to file with the Securities and Exchange Commission a definitive Proxy Statement pursuant to Regulation 14A not later than 120 days following the end of its 2017 fiscal year, which Proxy Statement will contain such information. The information required by Item 10 is incorporated herein by reference to such Proxy Statement.

ITEM 11. EXECUTIVE COMPENSATION

In accordance with the provisions of General Instruction G to Form 10-K, the information required for disclosure under Item 11 is not set forth herein because the Corporation intends to file with the Securities and Exchange Commission a definitive Proxy Statement pursuant to Regulation 14A not later than 120 days following the end of its 2017 fiscal year, which Proxy Statement will contain such information. The information required by Item 11 is incorporated herein by reference to such Proxy Statement.


ITEM 12.	SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED SHAREHOLDER MATTERS

In accordance with the provisions of General Instruction G to Form 10-K, certain information required for disclosure under Item 12 (relating to Item 403 of Regulation S-K) is not set forth herein because the Corporation intends to file with the Securities and Exchange Commission a definitive Proxy Statement pursuant to Regulation 14A not later than 120 days following the end of its 2017 fiscal year, which Proxy Statement will contain such information. Such information required by Item 12 is incorporated herein by reference to such Proxy Statement.

Following is the information required by Item 12 relating to Item 201 (d) of Regulation S-K.

Equity Compensation Plan Information

The following table provides certain information as of December 31, 2017 with respect to the Corporation’s equity compensation plans under which equity securities of the Company are authorized for issuance.



Plan Category	Number of Securities to be issued upon exercise of outstanding options, warrants and rights	Weighted average exercise price of outstanding options, warrants and rights	Number of securities remaining (1)
Equity compensation plans approved by security holders (2)	—	—	550,931
Equity compensation plans not approved by security holders (3)	—	—	—
Total	—	—	550,931

(1)Available for future issuance under equity compensation plans (excluding securities reflected in the first column).

(2)Includes the First Financial Corporation 2011 Omnibus Equity Incentive Plan.

(3)The Corporation has no equity compensation plan that has not been authorized by its stockholders.


ITEM 13.	CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS AND DIRECTOR INDEPENDENCE

In accordance with the provisions of General Instruction G to Form 10-K, the information required for disclosure under Item 13 is not set forth herein because the Corporation intends to file with the Securities and Exchange Commission a definitive Proxy Statement pursuant to Regulation 14A not later than 120 days following the end of its 2017 fiscal year, which Proxy Statement will contain such information. The information required by Item 13 is incorporated herein by reference to such Proxy Statement.


ITEM 14.	PRINCIPAL ACCOUNTANT FEES AND SERVICES

In accordance with the provisions of General Instruction G to Form 10-K, the information required for disclosure under Item 14 is not set forth herein because the Corporation intends to file with the Securities and Exchange Commission a definitive Proxy Statement pursuant to Regulation 14A not later than 120 days following the end of its 2017 fiscal year, which Proxy Statement will contain such information. The information required by Item 14 is incorporated herein by reference to such Proxy Statement.

PART IV

ITEM 15. EXHIBITS, FINANCIAL STATEMENT SCHEDULES

(a) (1) The following consolidated financial statements of the Registrant and its subsidiaries are filed as part of this document under “Item 8. Financial Statements and Supplementary Data.”

Consolidated Balance Sheets—December 31, 2017 and 2016

Consolidated Statements of Income and Comprehensive Income—Years ended December 31, 2017, 2016, and 2015

Consolidated Statements of Changes in Shareholders’ Equity—Years ended December 31, 2017, 2016, and 2015

Consolidated Statements of Cash Flows—Years ended December 31, 2017, 2016, and 2015

Notes to Consolidated Financial Statements

(a) (2) Schedules to the Consolidated Financial Statements required by Article 9 of Regulation S-X are not required, inapplicable, or the required information has been disclosed elsewhere.

(a) (3) Listing of Exhibits:



Exhibit Number	Description
3.1	Amended and Restated Articles of Incorporation of First Financial Corporation, incorporated by reference to Exhibit 3(i) of the Corporation’s Form 10-Q filed for the quarter ended September 30, 2002.
3.2	Code of By-Laws of First Financial Corporation, incorporated by reference to Exhibit 3(ii) of the Corporation’s Form 8-K filed August 24, 2012.
10.1*	Employment Agreement for Norman L. Lowery, effective July 1, 2017, incorporated by reference to Exhibit 10.01 of the Corporation’s Form 8-K filed March 29, 2017.
10.2*	2001 Long-Term Incentive Plan of First Financial Corporation, incorporated by reference to Exhibit 10.3 of the Corporation’s Form 10-Q filed for the quarter ended September 30, 2002.
10.5*	2005 Long-Term Incentive Plan of First Financial Corporation, incorporated by reference to Exhibit 10.7 of the Corporation’s Form 8-K filed September 4, 2007.
10.6*	2005 Executives Deferred Compensation Plan, incorporated by reference to Exhibit 10.5 of the Corporation’s Form 8-K filed September 4, 2007.
10.7*	2005 Executives Supplemental Retirement Plan, incorporated by reference to Exhibit 10.6 of the Corporation’s Form 8-K filed September 4, 2007.
10.9*	First Financial Corporation 2010 Long-Term Incentive Compensation Plan, incorporated by reference to Exhibit 10.9 to the Corporation’s Form 10-K filed March 15, 2011.
10.10*	First Financial Corporation 2011 Short Term Incentive Compensation Plan, incorporated by reference to Exhibit 10.10 to the Corporation’s Form 10-K filed March 15, 2011.
10.11*	First Financial Corporation 2011 Omnibus Equity Incentive Plan, incorporated by reference to exhibit 10.11 to the Corporation’s Form 10-Q for the quarter ended March 31, 2011 filed May 9, 2011.
10.12*	Form of Restricted Stock Award Agreement, incorporated by reference to exhibit 10.12 to the Corporations 10-Q for the quarter ended March 31, 2012 filed May 10, 2012.
	continued



Exhibit Number	Description
10.13*	Employment Agreement for Norman D. Lowery, dated December 27, 2016, incorporated by reference to Exhibit 10.1 of the Corporation’s Form 8-K filed January 24, 2017.
10.14*	Employment Agreement for Rodger A. McHargue, dated December 27, 2016, incorporated by reference to Exhibit 10.2 of the Corporation’s Form 8-K filed January 24, 2017.
10.15*	Employment Agreement for Steven H. Holliday, dated December 27, 2016, incorporated by reference to Exhibit 10.3 of the Corporation’s Form 8-K filed January 24, 2017.
10.16*	Employment Agreement for Karen L. Stinson-Milienu, dated December 27, 2016, incorporated by reference to Exhibit 10.4 of the Corporation’s Form 8-K filed January 24, 2017.
21	Subsidiaries
31.1	Certification pursuant to Rule 13a-14(a) for Annual Report of Form 10-K by Principal Executive Officer
31.2	Certification pursuant to Rule 13a-14(a) for Annual Report of Form 10-K by Principal Financial Officer
32.1	Certification pursuant to 18 U.S.C. Section 1350 of Principal Executive Officer
32.2	Certification pursuant to 18 U.S.C. Section 1350 of Principal Financial Officer
101.	The following material from First Financial Corporation’s Form 10-K Report for the annual period ended December 31, 2017, formatted in XBRL pursuant to Rule 405 of Regulation S-T: (i) the Consolidated Balance Sheets, (ii) the Consolidated Statements of Income and Comprehensive Income, (iii) the Consolidated Statements of Cash Flows, (iv) the Consolidated Statements of Changes in Shareholders’ Equity, and (v) the Notes to Consolidated Financial Statements**

* Indicates management contract or compensatory plan or arrangement required to be filed as an exhibit to this report.

**Furnished, not filed, for purposes of Sections 11 and 12 of the Securities Act of 1933 and Section 18 of the Securities Exchange Act of 1934.

(b)Exhibits-Filed Exhibits to (a) (3) listed above are attached to this report.

(c)Financial Statements Schedules-No schedules are required to be submitted. See response to ITEM 15(a) (2).

SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.



		First Financial Corporation

Date:	March 7, 2018	/s/ Rodger A. McHargue
		Rodger A. McHargue, Chief Financial Officer
		(Principal Financial Officer and Principal Accounting Officer)

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.



NAME	DATE

/s/ Rodger A. McHargue	March 7, 2018
Rodger A. McHargue, Chief Financial Officer
(Principal Financial Officer and Principal Accounting Officer)

/s/ W. Curtis Brighton	March 7, 2018
W. Curtis Brighton, Director

/s/ B. Guille Cox, Jr.	March 7, 2018
B. Guille Cox, Jr., Director

/s/ Thomas T. Dinkel	March 7, 2018
Thomas T. Dinkel, Director

/s/ Anton H. George	March 7, 2018
Anton H. George, Director

/s/ Gregory L. Gibson	March 7, 2018
Gregory L. Gibson, Director

/s/ Norman L. Lowery	March 7, 2018
Norman L. Lowery, Vice Chairman, President, CEO & Director
(Principal Executive Officer)

/s/ Ronald K. Rich	March 7, 2018
Ronald K. Rich, Director

/s/ Virginia L. Smith	March 7, 2018
Virginia L. Smith, Director

/s/ William J. Voges	March 7, 2018
William J. Voges, Director

/s/ William R. Krieble	March 7, 2018
William R. Krieble, Director

EXHIBIT INDEX



Exhibit
Number	Description

21	Subsidiaries

31.1	Certification Pursuant to Rule 13a-14(a) for Annual Report of Form 10-K by Principal Executive Officer

31.2	Certification Pursuant to Rule 13a-14(a) for Annual Report of Form 10-K by Principal Financial Officer

32.1	Certification Pursuant to Rule 18 U.S.C. Section 1350 of Principal Executive Officer

32.2	Certification Pursuant to Rule 18 U.S.C. Section 1350 of Principal Financial Officer

101.	The following material from First Financial Corporation’s Form 10-K Report for the annual period ended December 31, 2017, formatted in XBRL pursuant to Rule 405 of Regulation S-T: (i) the Consolidated Balance Sheets, (ii) the Consolidated Statements of Income and Comprehensive Income, (iii) the Consolidated Statements of Cash Flows, (iv) the Consolidated Statements of Changes in Shareholders’ Equity, and (v) the Notes to Consolidated Financial Statements.*

*Furnished, not filed, for purposes of Sections 11 and 12 of the Securities Act of 1933 and Section 18 of the Securities Exchange Act of 1934.

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First Financial (THFF) 10-K2017 FY Annual report

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