8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d) OF THE

SECURITIES EXCHANGE ACT OF 1934

DATE OF REPORT (Date of earliest event reported): January 28, 2014

Commission File Number 0-17071

FIRST MERCHANTS CORPORATION

(Exact name of registrant as specified in its charter)

INDIANA	35-1544218
(State or other jurisdiction of incorporation)	(IRS Employer Identification No.)

200 East Jackson Street

P.O. Box 792

Muncie, IN 47305-2814

(Address of principal executive offices, including zip code)

(765) 747-1500

(Registrant's telephone number, including area code)

Not Applicable

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

ITEM 2.02 RESULTS OF OPERATIONS AND FINANCIAL CONDITION.

On January 28, 2014 First Merchants Corporation issued a press release to report its financial results for the fourth quarter ended December 31, 2013. A copy of the press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K.

The information in this Current Report on Form 8-K, including Exhibit No. 99.1 hereto, shall not be deemed "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to liability of that section. The information in this Current Report shall not be incorporated by reference into any filing or other document pursuant to the Securities Act of 1933, as amended, except as shall be expressly set forth by specific reference in such filing or document.

ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS.

(a) Not applicable.

(b) Not applicable.

(c) Exhibits.

    Exhibit 99.1 Press Release, dated January 28, 2014, issued by First Merchants Corporation

SIGNATURES

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

First Merchants Corporation

(Registrant)

By: /s/ Mark K. Hardwick

Mark K. Hardwick

Executive Vice President and Chief Financial Officer

(Principal Financial and Principal Accounting Officer)

Dated: January 28, 2014

EXHIBIT INDEX

Exhibit No.Description

99.1 Press Release, dated January 28, 2014, issued by First Merchants Corporation

EX-99.1

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

January 28, 2014

FOR IMMEDIATE RELEASE

For more information, contact:

David L. Ortega, First Vice President/Director of Investor Relations

765-378-8937

http://www.firstmerchants.com

SOURCE: First Merchants Corporation, Muncie, Indiana

FIRST MERCHANTS CORPORATION ANNOUNCES 2013 RECORD NET INCOME OF MORE THAN $42 MILLION

First Merchants Corporation (NASDAQ - FRME) has reported full year 2013 record net income available to common shareholders of $42.2 million compared to $40.6 million earned in 2012. Full-year 2013 earnings per share totaled $1.41 equaling 2012. Included in the full year results are $5.4 million, or $.12 per share, of acquisition expenses related to the CFS Bancorp (CFS) merger. By contrast, 2012 results include a one-time gain from the FDIC purchase of SCB Bank totaling $9.1 million, or $.21 per share. Fourth quarter 2013 earnings per share totaled $.34 compared to $.32 in 2012. Net income available to common stockholders totaled $11.2 million, a $2 million increase over the $9.2 million reported in the fourth quarter of 2012.

Michael C. Rechin, President and Chief Executive Officer, stated, “Our teams are energized by the closing of the CFS merger on November 12^th 2013, and we are looking forward to capturing the full earnings impact in our 2014 results.” Rechin also added, “2013 was a highly successful year for us by many measures, including record net income of $42.2 million, healthy organic loan growth and the addition of CFS with its $1.1 billion balance sheet. In addition, we optimized our capital structure and increased First Merchants market capitalization by more than 90 percent to over $800 million. Our employees take pride in our continued progress and our merger that caps 2013 and propels us into 2014.”

Total assets equaled $5.4 billion, as loans and investments totaled $3.6 billion and $1.1 billion, respectively. Total loans increased by $730 million during the year, including $133 million of organic growth and $597 million related to the acquisition of CFS. Investments increased by $222 million during the year primarily due to the acquisition of CFS as deposits exceed loan balances by $359 million.

Net-interest income totaled $154.3 million in 2013, an increase of $2 million. Net-interest margin remained strong totaling 3.99 percent, down from 4.12 percent in 2012, as yields on earning assets declined by 34 basis points and the cost of supporting liabilities declined by 21 basis points. Net-interest income totaled $41.1 million for the fourth quarter of 2013 compared to $38.3 million during the same period of 2012.

Non-interest income totaled $54.8 million in 2013 and $64.3 million in 2012, which included the one-time gain from the FDIC purchase of SCB Bank totaling $9.1 million. Fourth quarter non-interest income increased by $867,000 over the prior year, and totaled $15.1 million. Non-interest expense totaled $137.1 million in 2012 and $143.2 million in 2013, which included acquisition expenses of $5.4 million. During the quarter, non-interest expense totaled $40.6 million and included $4.5 million of the $5.4 million in acquisition expenses.

Provision expense totaled $6.6 million for the year, down from $18.5 million in 2012. Net charge-offs totaled $8.1 million during the year, also down from $20.1 million in 2012. CFS loan marks totaled nearly $40 million or 6.2 percent of purchased loans as of year-end. NPA's increased by $31.4 million, which includes CFS; however, our pre-merger NPA’s declined by 42 percent resulting in a lower total allowance for loan losses totaling $67.9 million, or 2.24 percent of loans excluding CFS.

As of December 31, 2013, the Corporation’s total risk-based capital equaled 14.54 percent, Tier 1 common risk-based capital equaled 10.37 percent, and tangible common equity ratio totaled 8.34 percent. During the quarter, the Corporation refinanced $50 million of sub-debt and redeemed $34 million of Small Business Lending Fund shares through a new $65 million, 15-year term no call 10, sub-debt instrument with a fixed coupon rate of 6.75 percent.

Mark K. Hardwick, Executive Vice President and Chief Financial Officer, stated, “The optimization of our capital structure and the repayment of the SBLF is rewarding and completes a journey that started in 2009 during the financial crisis.” Hardwick also added, “The increase in our tangible book value per share from $11.56 as of September 30, 2013 to $12.17 as of year-end is better than our earlier forecasts and market expectations. Net Income and other comprehensive income accounted for $.74 of the improvement which was offset by $.08 dilution from the acquisition and our fourth quarter dividend payment of $.05 per share. The dilution resulting from our acquisition of $.08 has an estimated one-year earn back, meaningfully shorter than our May 2013 announcement projecting three years.”

CONFERENCE CALL

First Merchants Corporation will conduct a fourth quarter earnings conference call and web cast at 2:30 p.m. (ET) on Tuesday, January 28, 2014.

To participate, dial (Toll Free) 888-317-6016 and reference First Merchants Corporation's fourth quarter earnings release. International callers please call +1 412-317-6016. A replay of the call will be available until January 28, 2015. To access a replay of the call, US participants should dial (Toll Free) 877-344-7529 or for International participants, dial +1 412-317-0088. The replay passcode is 10037877.

In order to view the web cast and presentation slides, please go to http://services.choruscall.com/links/frme140128.html during the time of the call.

During the call, Forward-Looking Statements about the relative business outlook may be made. These Forward-Looking Statements and all other statements made during the call that do not concern historical facts, are subject to risks and uncertainties that may materially affect actual results.

Specific Forward-Looking Statements include, but are not limited to, any indications regarding the Financial Services industry, the economy and future growth of the balance sheet or income statement.

Detailed financial results are reported on the attached pages.

About First Merchants Corporation

First Merchants Corporation is a financial holding company headquartered in Muncie, Indiana. The Corporation is comprised of First Merchants Bank, N.A., which also operates as Lafayette Bank & Trust, Commerce National Bank, and First Merchants Trust Company as divisions of First Merchants Bank, N.A. First Merchants Corporation also operates First Merchants Insurance Group, a full-service property casualty, personal lines, and healthcare insurance agency.

First Merchants Corporation’s common stock is traded on the NASDAQ Global Select Market System under the symbol FRME. Quotations are carried in daily newspapers and can be found on the company’s Internet web page (http://www.firstmerchants.com).

FIRST MERCHANTS and the Shield Logo are federally registered trademarks of First Merchants Corporation.

* * * *

CONSOLIDATED BALANCE SHEETS
(Dollars In Thousands)	December 31,
	2013			2012
ASSETS
Cash and cash equivalents	$	109,434		$	101,460
Interest-bearing time deposits	55,069			38,443
Investment securities	1,095,579			874,363
Mortgage loans held for sale	5,331			22,300
Loans	3,632,409			2,902,209
Less: Allowance for loan losses	(67,870		)	(69,366		)
Net loans	3,564,539			2,832,843
Premises and equipment	74,454			52,749
Federal Reserve and Federal Home Loan Bank stock	38,990			32,785
Interest receivable	18,672			16,367
Core deposit intangibles and goodwill	202,767			149,529
Cash surrender value of life insurance	164,571			125,397
Other real estate owned	22,246			13,263
Tax asset, deferred and receivable	56,614			30,867
Other assets	28,996			14,455
TOTAL ASSETS	$	5,437,262		$	4,304,821
LIABILITIES
Deposits:
Noninterest-bearing	$	930,772		$	801,597
Interest-bearing	3,300,696			2,544,786
Total Deposits	4,231,468			3,346,383
Borrowings:
Federal funds purchased	125,645			18,862
Securities sold under repurchase agreements	148,672			141,828
Federal Home Loan Bank advances	122,140			94,238
Subordinated debentures and term loans	126,807			112,161
Total Borrowings	523,264			367,089
Interest payable	1,771			1,841
Other liabilities	45,836			37,272
Total Liabilities	4,802,339			3,752,585
STOCKHOLDERS' EQUITY
Preferred Stock, no-par value, $1,000 liquidation value:
Authorized -- 500,000 shares
Senior Non-Cumulative Perpetual Preferred Stock, Series B
Issued and outstanding - 0 and 90,782.94 shares				90,783
Cumulative Preferred Stock, $1,000 par value, $1,000 liquidation value:
Authorized -- 600 shares
Issued and outstanding - 125 shares	125			125
Common Stock, $.125 stated value:
Authorized -- 50,000,000 shares
Issued and outstanding - 35,921,761 and 28,692,616 shares	4,490			3,587
Additional paid-in capital	380,390			256,843
Retained earnings	256,328			206,397
Accumulated other comprehensive loss	(6,410		)	(5,499		)
Total Stockholders' Equity	634,923			552,236
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY	$	5,437,262		$	4,304,821

CONSOLIDATED STATEMENTS OF INCOME	Three Months Ended						Twelve Months Ended
(Dollars In Thousands, Except Per Share Amounts)	December 31,						December 31,
	2013			2012			2013			2012
INTEREST INCOME
Loans receivable:
Taxable	$	38,027		$	36,085		$	142,752		$	146,745
Tax-exempt	78			122			393			480
Investment securities:
Taxable	4,143			3,809			15,214			17,027
Tax-exempt	3,020			2,544			10,829			10,189
Deposits with financial institutions	59			31			158			100
Federal Reserve and Federal Home Loan Bank stock	380			373			1,488			1,408
Total Interest Income	45,707			42,964			170,834			175,949
INTEREST EXPENSE
Deposits	2,350			3,234			10,053			14,800
Federal funds purchased	18			7			102			69
Securities sold under repurchase agreements	193			204			787			907
Federal Home Loan Bank advances	669			501			2,096			2,624
Subordinated debentures and term loans	1,342			753			3,531			5,213
Total Interest Expense	4,572			4,699			16,569			23,613
NET INTEREST INCOME	41,135			38,265			154,265			152,336
Provision for loan losses	1,016			4,505			6,648			18,534
NET INTEREST INCOME AFTER PROVISION FOR LOAN LOSSES	40,119			33,760			147,617			133,802
OTHER INCOME
Service charges on deposit accounts	3,639			2,962			12,400			11,587
Fiduciary activities	2,237			1,984			8,594			7,891
Other customer fees	3,371			2,757			11,866			11,233
Commission income	1,585			1,454			7,141			6,224
Earnings on cash surrender value of life insurance	692			693			2,613			3,418
Net gains and fees on sales of loans	1,003			3,513			7,511			10,628
Net realized gains on sales of available for sale securities				255			487			2,389
Gain on FDIC modified whole bank transaction										9,124
Other income	2,546			588			4,197			1,808
Total Other Income	15,073			14,206			54,809			64,302
OTHER EXPENSES
Salaries and employee benefits	23,470			20,320			85,413			79,398
Net occupancy	2,992			2,494			10,291			10,186
Equipment	2,369			1,942			7,737			7,201
Marketing	675			616			2,236			2,158
Outside data processing fees	1,205			1,361			5,591			5,656
Printing and office supplies	378			321			1,340			1,169
Core deposit amortization	496			489			1,649			1,927
FDIC assessments	767			738			2,862			3,509
Other real estate owned and credit-related expenses	1,668			1,766			6,661			8,178
Other expenses	6,538			4,456			19,439			17,733
Total Other Expenses	40,558			34,503			143,219			137,115
INCOME BEFORE INCOME TAX	14,634			13,463			59,207			60,989
Income tax expense	3,187			3,153			14,677			15,867
NET INCOME	11,447			10,310			44,530			45,122
Preferred stock dividends	(241		)	(1,135		)	(2,380		)	(4,539		)
NET INCOME AVAILABLE TO COMMON STOCKHOLDERS	$	11,206		$	9,175		$	42,150		$	40,583
Per Share Data:
Basic Net Income Available to Common Stockholders	$	0.34		$	0.32		$	1.42		$	1.42
Diluted Net Income Available to Common Stockholders	$	0.34		$	0.32		$	1.41		$	1.41
Cash Dividends Paid	$	0.05		$	0.03		$	0.18		$	0.10
Average Diluted Shares Outstanding (in thousands)	32,913			28,930			30,008			28,847

FINANCIAL HIGHLIGHTS
(Dollars in thousands)	Three Months Ended						Twelve Months Ended
	December 31,						December 31,
	2013			2012			2013			2012
NET CHARGE OFF'S	$	(630	)	$	4,632		$	8,144		$	20,066
AVERAGE BALANCES:
Total Assets	$	4,950,274		$	4,293,082		$	4,455,411		$	4,245,996
Total Loans	3,292,993			2,867,793			3,008,555			2,819,816
Total Earning Assets	4,409,496			3,875,969			4,017,247			3,833,174
Total Deposits	3,860,452			3,321,997			3,465,640			3,263,020
Total Stockholders' Equity	576,157			551,414			540,255			535,497
FINANCIAL RATIOS:
Return on Average Assets	0.91		%	0.85		%	0.95		%	0.96		%
Return on Average Stockholders' Equity	7.78			6.66			7.80			7.58
Return on Average Common Stockholders' Equity	8.05			7.97			8.55			9.13
Average Earning Assets to Average Assets	89.08			90.28			90.17			90.28
Allowance for Loan Losses as % of Total Loans	1.87			2.37			1.87			2.37
Net Charge Off's as % of Average Loans (Annualized)	(0.08		)	0.65			0.27			0.71
Average Stockholders' Equity to Average Assets	11.64			12.84			12.13			12.61
Tax Equivalent Yield on Earning Assets	4.30			4.58			4.40			4.74
Cost of Supporting Liabilities	0.41			0.48			0.41			0.62
Net Interest Margin (FTE) on Earning Assets	3.89			4.10			3.99			4.12
Tangible Book Value Per Share	$	12.17		$	10.95		$	12.17		$	10.95

NON-PERFORMING ASSETS
(Dollars In Thousands)	December 31,			September 30,			June 30,			March 31,			December 31,
	2013			2013			2013			2013			2012
Non-Accrual Loans	$	56,402		$	34,992		$	38,971		$	46,761		$	53,399
Renegotiated Loans	3,048			3,269			4,407			5,445			12,681
Non-Performing Loans (NPL)	59,450			38,261			43,378			52,206			66,080
Other Real Estate Owned	22,246			12,052			11,765			13,130			13,263
Non-Performing Assets (NPA)	81,696			50,313			55,143			65,336			79,343
90+ Days Delinquent	1,350			837			1,072			959			2,037
NPAS & 90 Day Delinquent	$	83,046		$	51,150		$	56,215		$	66,295		$	81,380
Loan Loss Reserve	$	67,870		$	66,224		$	68,202		$	68,537		$	69,366
Quarterly Net Charge-offs	(630		)	3,511			2,332			2,931			4,632
NPAs / Actual Assets %	1.50		%	1.16		%	1.27		%	1.54		%	1.84		%
NPAs & 90 Day / Actual Assets %	1.53		%	1.18		%	1.30		%	1.56		%	1.89		%
NPAs / Actual Loans and OREO %	2.23		%	1.71		%	1.87		%	2.24		%	2.70		%
Loan Loss Reserves / Actual Loans (%)	1.87		%	2.26		%	2.32		%	2.36		%	2.37		%
Net Charge Off's as % of Average Loans (Annualized)	(0.08		)%	0.48		%	0.32		%	0.40		%	0.65		%

CONSOLIDATED BALANCE SHEETS
(Dollars In Thousands)	December 31,			September 30,			June 30,			March 31,			December 31,
	2013			2013			2013			2013			2012
ASSETS
Cash and cash equivalents	$	109,434		$	92,341		$	69,404		$	51,592		$	101,460
Interest-bearing time deposits	55,069			18,875			59,898			60,407			38,443
Investment securities	1,095,579			914,135			908,992			869,563			874,363
Mortgage loans held for sale	5,331			5,312			14,531			26,555			22,300
Loans	3,632,409			2,925,457			2,920,080			2,879,542			2,902,209
Less: Allowance for loan losses	(67,870		)	(66,224		)	(68,202		)	(68,537		)	(69,366		)
Net loans	3,564,539			2,859,233			2,851,878			2,811,005			2,832,843
Premises and equipment	74,454			54,386			54,165			53,762			52,749
Federal Reserve and Federal Home Loan Bank stock	38,990			32,790			32,790			32,777			32,785
Interest receivable	18,672			16,171			15,186			15,346			16,367
Core deposit intangibles and goodwill	202,767			148,376			148,759			149,142			149,529
Cash surrender value of life insurance	164,571			127,322			126,710			126,098			125,397
Other real estate owned	22,246			12,052			11,765			13,130			13,263
Tax asset, deferred and receivable	56,614			31,385			30,959			27,597			30,867
Other assets	28,996			13,533			13,227			15,856			14,455
TOTAL ASSETS	$	5,437,262		$	4,325,911		$	4,338,264		$	4,252,830		$	4,304,821
LIABILITIES
Deposits:
Noninterest-bearing	930,772			790,174			$	741,095		$	763,965		$	801,597
Interest-bearing	3,300,696			2,465,672			2,591,698			2,546,843			2,544,786
Total Deposits	4,231,468			3,255,846			3,332,793			3,310,808			3,346,383
Borrowings:
Federal funds purchased	125,645			115,938			57,085						18,862
Securities sold under repurchase agreements	148,672			123,935			161,779			161,813			141,828
Federal Home Loan Bank advances	122,140			172,292			92,743			93,169			94,238
Subordinated debentures and term loans	126,807			111,849			111,778			111,778			112,161
Total Borrowings	523,264			524,014			423,385			366,760			367,089
Interest payable	1,771			1,155			1,150			1,348			1,841
Other liabilities	45,836			31,427			41,643			35,356			37,272
Total Liabilities	4,802,339			3,812,442			3,798,971			3,714,272			3,752,585
STOCKHOLDERS' EQUITY
Preferred Stock, no-par value, $1,000 liquidation value:
Authorized -- 500,000 shares
Senior Non-Cumulative Perpetual Preferred Stock, Series B
Issued and outstanding				34,043			68,087			68,087			90,783
Cumulative Preferred Stock, $1,000 par value, $1,000 liquidation value:
Authorized -- 600 shares
Issued and outstanding	125			125			125			125			125
Common Stock, $.125 stated value:
Authorized -- 50,000,000 shares
Issued and outstanding	4,490			3,603			3,600			3,598			3,587
Additional paid-in capital	380,390			258,350			257,626			256,966			256,843
Retained earnings	256,328			233,546			225,034			216,530			206,397
Accumulated other comprehensive loss	(6,410		)	(16,198		)	(15,179		)	(6,748		)	(5,499		)
Total Stockholders' Equity	634,923			513,469			539,293			538,558			552,236
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY	$	5,437,262		$	4,325,911		$	4,338,264		$	4,252,830		$	4,304,821

CONSOLIDATED STATEMENTS OF INCOME
(Dollars In Thousands, Except Per Share Amounts)	December 31,			September 30,			June 30,			March 31,			December 31,
	2013			2013			2013			2013			2012
INTEREST INCOME
Loans receivable:
Taxable	$	38,027		$	33,548		$	34,018		$	37,159		$	36,085
Tax-exempt	78			85			113			117			122
Investment securities:
Taxable	4,143			3,876			3,577			3,618			3,809
Tax-exempt	3,020			2,840			2,515			2,454			2,544
Deposits with financial institutions	59			18			62			19			31
Federal Reserve and Federal Home Loan Bank stock	380			369			368			371			373
Total Interest Income	45,707			40,736			40,653			43,738			42,964
INTEREST EXPENSE
Deposits	2,350			2,213			2,599			2,891			3,234
Federal funds purchased	18			72			1			11			7
Securities sold under repurchase agreements	193			192			208			194			204
Federal Home Loan Bank advances	669			506			462			459			501
Subordinated debentures and term loans	1,342			731			733			725			753
Total Interest Expense	4,572			3,714			4,003			4,280			4,699
NET INTEREST INCOME	41,135			37,022			36,650			39,458			38,265
Provision for loan losses	1,016			1,533			1,997			2,102			4,505
NET INTEREST INCOME AFTER PROVISION FOR LOAN LOSSES	40,119			35,489			34,653			37,356			33,760
OTHER INCOME
Service charges on deposit accounts	3,639			3,120			2,912			2,729			2,962
Fiduciary activities	2,237			1,986			2,264			2,107			1,984
Other customer fees	3,371			2,899			2,816			2,780			2,757
Commission income	1,585			1,636			1,748			2,172			1,454
Earnings on cash surrender value of life insurance	692			611			610			700			693
Net gains and fees on sales of loans	1,003			1,673			2,457			2,378			3,513
Net realized gains on sales of available for sale securities							239			248			255
Other income	2,546			(125		)	1,013			763			588
Total Other Income	15,073			11,800			14,059			13,877			14,206
OTHER EXPENSES
Salaries and employee benefits	23,470			20,616			20,536			20,791			20,320
Net occupancy	2,992			2,430			2,267			2,602			2,494
Equipment	2,369			1,852			1,742			1,774			1,942
Marketing	675			559			535			467			616
Outside data processing fees	1,205			1,515			1,391			1,480			1,361
Printing and office supplies	378			320			311			331			321
Core deposit amortization	496			383			383			387			489
FDIC assessments	767			677			674			744			738
Other real estate owned and credit-related expenses	1,668			1,648			1,479			1,866			1,766
Other expenses	6,538			4,219			4,424			4,258			4,456
Total Other Expenses	40,558			34,219			33,742			34,700			34,503
INCOME BEFORE INCOME TAX	14,634			13,070			14,970			16,533			13,463
Income tax expense	3,187			2,667			4,155			4,668			3,153
NET INCOME	11,447			10,403			10,815			11,865			10,310
Preferred stock dividends	(241		)	(430		)	(852		)	(857		)	(1,135		)
NET INCOME AVAILABLE TO COMMON STOCKHOLDERS	$	11,206		$	9,973		$	9,963		$	11,008		$	9,175
Per Share Data:
Basic Net Income Available to Common Stockholders	$	0.34		$	0.35		$	0.35		$	0.38		$	0.32
Diluted Net Income Available to Common Stockholders	$	0.34		$	0.35		$	0.34		$	0.38		$	0.32
Cash Dividends Paid	$	0.05		$	0.05		$	0.05		$	0.03		$	0.03
Average Diluted Shares Outstanding (in thousands)	32,913			29,081			29,024			28,971			28,930
FINANCIAL RATIOS:
Return on Average Assets	0.91		%	0.93		%	0.92		%	1.04		%	0.85		%
Return on Average Stockholders' Equity	7.78			7.85			7.34			8.25			6.66
Return on Average Common Stockholders' Equity	8.05			8.42			8.40			9.47			7.97
Average Earning Assets to Average Assets	89.08			90.71			90.59			90.46			90.28
Allowance for Loan Losses as % of Total Loans	1.87			2.26			2.32			2.36			2.37
Net Charge Off's as % of Average Loans (Annualized)	(0.08		)	0.48			0.32			0.40			0.65
Average Stockholders' Equity to Average Assets	11.64			11.85			12.54			12.56			12.84
Tax Equivalent Yield on Earning Assets	4.30			4.35			4.29			4.70			4.58
Cost of Supporting Liabilities	0.41			0.38			0.41			0.45			0.48
Net Interest Margin (FTE) on Earning Assets	3.89			3.97			3.88			4.25			4.10
Tangible Book Value Per Share	$	12.17		$	11.56		$	11.27		$	11.24		$	10.95

LOANS
(Dollars In Thousands)	December 31,			September 30,			June 30,			March 31,			December 31,
	2013			2013			2013			2013			2012
Commercial and industrial loans	$	761,705		$	652,356		$	657,764		$	637,952		$	622,579
Agricultural production financing and other loans to farmers	114,348			98,489			105,175			104,284			112,527
Real estate loans:
Construction	177,082			149,875			101,909			75,877			98,639
Commercial and farmland	1,611,809			1,264,180			1,272,761			1,280,611			1,266,682
Residential	616,385			452,277			460,108			467,629			473,537
Home Equity	255,223			206,816			203,788			201,767			203,406
Individuals' loans for household and other personal expenditures	69,783			70,380			79,258			73,314			75,748
Lease financing receivables, net of unearned income	1,545			1,815			1,828			2,013			2,590
Other loans	24,529			29,269			37,489			36,095			46,501
Loans	3,632,409			2,925,457			2,920,080			2,879,542			2,902,209
Allowance for loan losses	(67,870		)	(66,224		)	(68,202		)	(68,537		)	(69,366		)
NET LOANS	$	3,564,539		$	2,859,233		$	2,851,878		$	2,811,005		$	2,832,843

DEPOSITS
(Dollars In Thousands)	December 31,		September 30,		June 30,		March 31,		December 31,
	2013		2013		2013		2013		2012
Demand deposits	$	2,018,650	$	1,610,662	$	1,648,712	$	1,590,709	$	1,646,756
Savings deposits	1,257,994		937,521		916,481		891,061		831,952
Certificates and other time deposits of $100,000 or more	272,660		190,866		205,467		224,505		236,470
Other certificates and time deposits	595,110		422,151		448,885		481,446		502,927
Brokered deposits	87,054		94,646		113,248		123,087		128,278
TOTAL DEPOSITS	$	4,231,468	$	3,255,846	$	3,332,793	$	3,310,808	$	3,346,383

CONSOLIDATED BALANCE SHEETS (AVERAGE)
(Dollars In Thousands)	December 31,			September 30,			June 30,			March 31,			December 31,
	2013			2013			2013			2013			2012
ASSETS
Cash and cash equivalents	$	91,121		$	69,974		$	69,045		$	62,221		$	70,817
Interest-bearing time deposits	116,839			24,497			109,522			48,807			83,309
Investment securities	963,478			908,419			880,241			865,255			908,788
Mortgage loans held for sale	5,069			11,063			17,489			31,271			23,155
Loans	3,287,924			2,907,144			2,892,199			2,878,845			2,844,638
Less: Allowance for loan losses	(66,949		)	(69,117		)	(69,296		)	(69,890		)	(70,382		)
Net loans	3,220,975			2,838,027			2,822,903			2,808,955			2,774,256
Premises and equipment	66,383			54,757			53,896			53,763			51,868
Federal Reserve and Federal Home Loan Bank stock	36,095			32,790			32,789			32,782			32,821
Interest receivable	17,359			14,026			13,864			13,885			16,252
Core deposit intangibles and goodwill	177,518			148,571			148,954			149,340			149,776
Cash surrender value of life insurance	152,972			126,922			126,315			125,646			124,916
Other real estate owned	16,557			11,669			12,202			14,073			13,512
Tax asset, deferred and receivable	49,525			32,484			27,676			28,605			28,748
Other assets	36,383			13,783			14,683			14,352			14,864
TOTAL ASSETS	$	4,950,274		$	4,286,982		$	4,329,579		$	4,248,955		$	4,293,082
LIABILITIES
Deposits:
Noninterest-bearing	883,044			775,545			753,695			776,527			737,611
Interest-bearing	2,977,408			2,519,824			2,632,227			2,540,184			2,584,386
Total Deposits	3,860,452			3,295,369			3,385,922			3,316,711			3,321,997
Borrowings:
Federal funds purchased	21,367			68,236			2,267			14,757			7,991
Securities sold under repurchase agreements	135,697			126,938			158,377			139,780			150,319
Federal Home Loan Bank advances	149,278			139,941			93,014			93,916			110,361
Subordinated debentures and term loans	121,795			111,779			111,778			112,149			112,168
Total Borrowings	428,137			446,894			365,436			360,602			380,839
Interest payable	1,811			1,592			1,808			2,074			2,262
Other liabilities	83,717			35,093			33,492			35,771			36,570
Total Liabilities	4,374,117			3,778,948			3,786,658			3,715,158			3,741,668
STOCKHOLDERS' EQUITY
Preferred Stock, no-par value, $1,000 liquidation value:
Authorized -- 500,000 shares
Senior Non-Cumulative Perpetual Preferred Stock, Series B
Issued and outstanding	19,242			34,413			68,087			68,591			90,783
Cumulative Preferred Stock, $1,000 par value, $1,000 liquidation value:
Authorized -- 600 shares
Issued and outstanding	125			125			125			125			125
Common Stock, $.125 stated value:
Authorized -- 50,000,000 shares
Issued and outstanding	4,075			3,601			3,598			3,587			3,584
Additional paid-in capital	323,196			257,847			257,147			256,682			256,445
Retained earnings	245,083			230,077			221,606			210,550			202,921
Accumulated other comprehensive loss	(15,564		)	(18,029		)	(7,642		)	(5,738		)	(2,444		)
Total Stockholders' Equity	576,157			508,034			542,921			533,797			551,414
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY	$	4,950,274		$	4,286,982		$	4,329,579		$	4,248,955		$	4,293,082