8-K

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549-1004

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

October 29, 2013

Date of Report (Date of earliest event reported)

GERMAN AMERICAN BANCORP, INC.

(Exact name of registrant as specified in its charter)

Indiana (State or other jurisdiction of incorporation) 001-15877 (Commission File Number) 35-1547518 (IRS Employer Identification Number)

711 Main Street Box 810 Jasper, Indiana (Address of principal executive offices) 47546 (Zip Code)

Registrant's telephone number, including area code:  (812) 482-1314

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 (see General Instruction A.2. below):

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

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

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

[  ] 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 October 29, 2013, German American Bancorp, Inc. (the "Company" or "German American"), issued a press release announcing its results for the quarterly and nine month periods ended September 30, 2013, and making other disclosures. The press release (including the accompanying unaudited consolidated financial statements as of and for the quarterly and nine month periods ended September 30, 2013, and other financial data) is furnished herewith as Exhibit 99.1 and is incorporated herein by reference.

The information incorporated by reference herein from Exhibit 99.1 shall not be deemed "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), or incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing.

Item 8.01.  Other Events.

Cash Dividend.  As announced in the press release that is furnished as Exhibit 99.1 to this report, the Company's Board of Directors has declared a cash dividend of $0.15 per share which will be payable on November 20, 2013 to shareholders of record as of November 10, 2013.

Item 9.01. Financial Statements, Pro Forma Financial Information and Exhibits.

Exhibits

99.1 Press release dated October 29, 2013.  This exhibit shall not be deemed "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), or incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing.

SIGNATURE

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.

GERMAN AMERICAN BANCORP, INC.

By:  /s/ Mark A. Schroeder

  Mark A. Schroeder,

  Chairman of the Board and Chief Executive Officer

Dated:  October 29, 2013

EX-99.1

Exhibit 99.1

NEWS RELEASE

For additional information, contact:

Mark A Schroeder, Chief Executive Officer of German American Bancorp, Inc.

Bradley M Rust, Executive Vice President/CFO of German American Bancorp, Inc.

(812) 482-1314

OCTOBER 29, 2013 GERMAN AMERICAN BANCORP, INC. (GABC) REPORTS STRONG THIRD QUARTER PERFORMANCE

Jasper, Indiana - October 29, 2013 -- German American Bancorp, Inc. (NASDAQ: GABC) today reported another period of exceptionally strong performance during the third quarter.  During the quarter ended September 30, 2013, German American’s reported net income of $6.5 million, or $0.51 per share, representing an increase of approximately 3% above the net income of $6.3 million, or $0.50 per share, reported in the third quarter of 2012.  On a year-to-date basis, 2013 net income was $18.8 million, or $1.48 per share, which was approximately a 5% improvement, over the $17.9 million, or $1.41 per share, reported for the first nine months of 2012.

As compared to the third quarter results in the prior year, this year’s earnings were positively affected by a nearly $800,000, or approximately 5%, increase in net interest income. This net interest income improvement was driven primarily by continued growth within the Company’s loan portfolio, as end of period total loans, exclusive of loans held for sale, increased by $116 million, or approximately 10%, in 2013 relative to loans outstanding as of September 30, 2012.  On a linked quarter basis, total end of period loans in the current quarter increased by approximately $40 million, which represents a 12% annualized growth rate, from the second quarter of the current year.

Further enhancing the Company’s third quarter 2013 earnings was a $400,000 negative provision for potential loan losses, which was a $1.0 million reduction compared to the $640,000 of expense recorded as the provision for potential loan losses during the third quarter of 2012.  This change in provision for loan losses was related to a continued improvement in the Company’s asset quality metrics, as the Company’s historically strong level of asset quality showed further improvement during the quarter.  As of September 30, 2013, the ratio of German American’s non-performing assets to total assets and the ratio of its non-performing loans to total loans have declined to pre-recessionary levels.

The Company’s quarterly year-over-year performance was also reflective of a $143,000 increase in trust and investment product fees, as well as a $328,000 decrease in net gains from the sale of residential mortgage loans, and a $170,000 decrease in net gains on the sales of securities.  The Company’s level of other operating income also declined by $416,000 during the third quarter of this year primarily related to fees associated with interest rate swap transactions with loan customers and gains from other real estate sales activities booked during the third quarter of last year.  The increase in general market interest rates that occurred late in the second quarter and continued through the third quarter of this year impacted the Company’s opportunities in the areas of net gains on the sales of loans and securities.

The Company’s total non-interest expenses increased by approximately $856,000, or 7%, during the current third quarter compared to the same quarter of last year.  The increase in total non-interest expense during the third quarter of this year was largely attributable to an approximately $425,000 increase in salaries and benefits and occupancy related expenses in connection with both increased staffing levels and an increased number of banking locations, and by a nearly $400,000 increase in professional fees during the quarter.  The elevated level of professional fees was  associated with the recently completed acquisition of United Commerce Bancorp of Bloomington, Indiana and with the Company’s review of its overall operating effectiveness and efficiency conducted during the third quarter of this year.

“We’re pleased with our financial performance during the past quarter and year-to-date, and are encouraged by both the level of loan demand we’re seeing throughout our footprint and the very positive trends we’re seeing relative to the asset quality of the loans in our portfolio,” stated Mark A. Schroeder, German American’s Chairman & CEO.

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“The improved economic environment in our market area is reflected in the business activity of our agricultural and commercial clients and in the mindset of our consumer customers, and we’re honored to be able to assist our clients and customers in the growth of their operations and in the achievement of their financial goals.”

Schroeder continued, “Effective October 1, 2013, we completed the acquisition of United Commerce Bancorp of Bloomington, Indiana.  This transaction will provide an excellent opportunity for German American to enhance our presence in the Bloomington market through the collaboration of our existing franchise in Bloomington with the United Commerce franchise, and we look forward to serving our expanded customer base in this important and growing segment of our market area.  We also are looking forward to the opening of our downtown financial center in Columbus, Indiana in the upcoming weeks, in either the late fourth quarter of this year or early in the first quarter of next year.  We sincerely thank all of our clients, present and future, for giving us the opportunity to serve them as a trusted advisor within our banking, insurance, investments, and trust lines of business.”

The Company also announced that its Board of Directors declared its regular quarterly cash dividend of $0.15 per share which will be payable on November 20, 2013 to shareholders of record as of November 10, 2013.

Balance Sheet Highlights

Total assets for the Company totaled $2.060 billion at September 30, 2013, an increase of $49.5 million compared with June 30, 2013.  The increase during third quarter of 2013 was primarily attributable to growth in the Company’s loan portfolio.

September 30, 2013 loans outstanding increased by $38.6 million, or approximately 12% on an annualized basis, compared with June 30, 2013, and increased $116.1 million, or 10%, compared to September 30, 2012 total loans outstanding. The increase in loans was broad based across most categories of loans and throughout the Company’s market area.

End of Period Loan Balances	09/30/13		06/30/13		09/30/12
(dollars in thousands)
Commercial & Industrial Loans	$	338,770	$	346,375	$	328,058
Commercial Real Estate Loans		530,260		508,675		467,666
Agricultural Loans		185,868		175,958		165,198
Consumer Loans		121,772		119,418		116,480
Residential Mortgage Loans		107,620		95,279		90,744
	$	1,284,290	$	1,245,705	$	1,168,146

Non-performing assets totaled $7.5 million at September 30, 2013 compared to $10.2 million of non-performing assets at June 30, 2013 and $13.8 million at September 30, 2012.  Non-performing assets represented 0.37% of total assets at September 30, 2013 compared to 0.51% of total assets at June 30, 2013, and compared to 0.70% at September 30, 2012.  Non-performing loans totaled $6.9 million at September 30, 2013 compared to $8.6 million at June 30, 2013 and compared to $12.1 million of non-performing loans at September 30, 2012.  Non-performing loans represented 0.54% of total loans at September 30, 2013 compared with 0.69% of total outstanding loans at June 30, 2013 and 1.04% of total loans outstanding at September 30, 2012.

Non-performing Assets	09/30/13		06/30/13		9/30/12
(dollars in thousands)
Non-Accrual Loans	$	6,857	$	8,510	$	12,144
Past Due Loans (90 days or more)		91		94		-
Total Non-Performing Loans		6,948		8,604		12,144
Other Real Estate		584		1,560		1,610
Total Non-Performing Assets	$	7,532	$	10,164	$	13,754
Restructured Loans	$	2,536	$	2,395	$	382

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The Company’s allowance for loan losses totaled $14.5 million at September 30, 2013 representing a decline of $799,000, or 21% on an annualized basis, from June 30, 2013 and a decline of $1,458,000, or 9%, from September 30, 2012.  The allowance for loan losses represented 1.13% of period-end loans at September 30, 2013 compared with 1.23% of period-end loans at June 30, 2013 and 1.37% of period-end loans at September 30, 2012.  Under acquisition accounting treatment, loans acquired are recorded at fair value which includes a credit risk component, and therefore the allowance on loans acquired is not carried over from the seller.  The Company held a discount on acquired loans of $2.1 million as of September 30, 2013, $2.8 million at June 30, 2013 and $3.8 million at September 30, 2012.

Total deposits increased $29.1 million or 7% on an annualized basis, as of September 30, 2013 compared with June 30, 2013 total deposits and increased by approximately $52.0 million or 3% compared with September 30, 2012.

End of Period Deposit Balances	09/30/13		06/30/13		09/30/12
(dollars in thousands)
Non-interest-bearing Demand Deposits	$	364,110	$	331,571	$	327,450
IB Demand, Savings, and MMDA Accounts		974,748		982,665		933,561
Time Deposits < $100,000		215,082		219,422		248,290
Time Deposits > $100,000		117,099		108,251		109,736
	$	1,671,039	$	1,641,909	$	1,619,037

Results of Operations Highlights – Quarter ended September 30, 2013

Net income for the quarter ended September 30, 2013 totaled $6,483,000 or $0.51 per share, a decline of $49,000 or 1% from the second quarter of 2013 net income of $6,532,000 or $0.52 per share, and an increase of $191,000, or 3%, from the third quarter of 2012 net income of $6,292,000 or $0.50 per share.

Summary Average Balance Sheet
(Tax-equivalent basis / dollars in thousands)
	Quarter Ended September 30, 2013							Quarter Ended June 30, 2013							Quarter Ended September 30, 2012
	Principal Balance		Income/ Expense		Yield/Rate			Principal Balance		Income/ Expense		Yield/Rate			Principal Balance		Income/ Expense		Yield/Rate
Assets
Federal Funds Sold and Other Short-term Investments	$	11,868	$	2		0.08	%	$	14,806	$	13		0.35	%	$	31,575	$	11		0.14	%
Securities		617,475		3,898		2.53	%		634,161		3,754		2.37	%		634,605		4,197		2.65	%
Loans and Leases		1,269,222		15,368		4.81	%		1,233,024		15,088		4.91	%		1,161,325		15,148		5.19	%
Total Interest Earning Assets	$	1,898,565	$	19,268		4.04	%	$	1,881,991	$	18,855		4.01	%	$	1,827,505	$	19,356		4.22	%
Liabilities
Demand Deposit Accounts	$	349,323						$	340,767						$	322,003
IB Demand, Savings, and MMDA Accounts	$	979,049	$	387		0.16	%	$	1,001,535	$	398		0.16	%	$	943,035	$	387		0.16	%
Time Deposits		333,000		758		0.90	%		334,412		756		0.91	%		358,477		1,235		1.37	%
FHLB Advances and Other Borrowings		161,092		475		1.17	%		118,947		592		2.00	%		121,340		938		3.08	%
Total Interest-Bearing Liabilities	$	1,473,141	$	1,620		0.44	%	$	1,454,894	$	1,746		0.48	%	$	1,422,852	$	2,560		0.72	%
Cost of Funds						0.34	%						0.37	%						0.56	%
Net Interest Income			$	17,648						$	17,109						$	16,796
Net Interest Margin						3.70	%						3.64	%						3.66	%

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During the quarter ended September 30, 2013, net interest income totaled $17,192,000 representing an increase of $480,000, or 3%, from the quarter ended June 30, 2013 net interest income of $16,712,000 and an increase of $799,000 compared with the quarter ended September 30, 2012 net interest income of $16,393,000.  The tax equivalent net interest margin for the quarter ended September 30, 2013 was 3.70% compared to 3.64% in the second quarter of 2013 and 3.66% in the third quarter of 2012.  The increase in net interest income and the net interest margin during the quarter ended September 30, 2013 compared with the second quarter of 2013 was primarily attributable to an increased level of average loans outstanding during the third quarter of 2013, to the improvement in the yield on the Company’s securities portfolio and to the continued decline in the Company’s cost of funds.

The increase in the net interest margin and net interest income during the third quarter of 2013 compared with the third quarter of 2012 was largely attributable to growth of the loan portfolio, an increase in the accretion of loan discounts on acquired loans and the decline in the Company’s cost of funds.  Accretion of loan discounts on acquired loans contributed approximately 10 basis points on an annualized basis to the net interest margin in the third quarter of 2013, 6 basis points in second quarter of 2013 and 6 basis points in the third quarter of 2012.

During the quarter ended September 30, 2013, the Company recognized a negative $400,000 provision for loan loss which represented a decrease of $200,000 from the second quarter of 2013 negative provision for loan loss of $200,000 and a decrease of $1,040,000 from the third quarter of 2012 provision for loan loss of $640,000. The negative provision for loan loss during the third quarter of 2013 was attributable to continued improvement in the asset quality metrics of the Company and was based on the Company’s standard methodology for determining the adequacy of its allowance for loan and lease losses. During the third quarter of 2013, the negative provision for loan loss represented approximately 13 basis points of average loans on an annualized basis while net charge-offs totaled $399,000 and also represented approximately 13 basis points of average loans on an annualized basis.

During the quarter ended September 30, 2013, non-interest income totaled $5,444,000, a decline of $666,000 or 11%, compared with the quarter ended June 30, 2013, and a decline of $714,000, or 12%, compared with the third quarter of 2012.

	Quarter Ended		Quarter Ended		Quarter Ended
Non-interest Income	09/30/13		06/30/13		09/30/12
(dollars in thousands)
Trust and Investment Product Fees	$	802	$	814	$	659
Service Charges on Deposit Accounts		1,029		1,050		1,049
Insurance Revenues		1,495		1,379		1,469
Company Owned Life Insurance		233		217		213
Interchange Fee Income		449		513		418
Other Operating Income		395		861		811
Subtotal		4,403		4,834		4,619
Net Gains on Loans		613		809		941
Net Gains on Securities		428		467		598
Total Non-interest Income	$	5,444	$	6,110	$	6,158

Trust and investment product fees were relatively flat in the third quarter of 2013 compared with the second quarter of 2013 and increased $143,000, or 22%, compared with third quarter of 2012.  The increase in the third quarter of 2013 compared with third quarter of 2012 was due to both an increase in trust revenues as well as brokerage revenues.

Insurance revenues increased $116,000, or 8%, during the quarter ended September 30, 2013, compared with the second quarter of 2013 and remained relatively stable with an increase of $26,000, or 2%, compared with the third quarter of 2012.  The increase during the third quarter of 2013 compared with the second quarter of 2013 was due largely to an increase in commercial insurance revenue.

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Other operating income declined $466,000, or 54%, during the quarter ended September 30, 2013 compared with the second quarter of 2013 and declined $416,000, or 51%, compared with the third quarter of 2012.  The decline in both comparative periods was impacted by fees and fair value adjustments associated with interest rate swap transactions with loan customers and with other real estate sales activity.  Fees and fair value adjustments declined by $582,000 in the third quarter of 2013 compared with the second quarter of 2013 and declined by $182,000 compared with the third quarter of 2012.  During the third quarter of 2013 the Company realized losses on other real estate of $5,000 compared with losses of $111,000 during the second quarter of 2013 and gains of $301,000 during the third quarter of 2012.

Net gains on sales of loans totaled $613,000 during the quarter ended September 30, 2013, a decline of $196,000, or 24%, compared to the second quarter of 2013 and a decline of $328,000, or 35%, compared with the third quarter of 2012.  Loan sales totaled $43.0 million during the third quarter of 2013, compared with $54.2 million during the second quarter of 2013 and $37.8 million during the third quarter of 2012.

During the third quarter of 2013, the Company realized a net gain on the sale of securities of $428,000 related to the sale of approximately $18.8 million of securities compared with a net gain of $467,000 related to the sale of $25.5 million of securities in the second quarter of 2013 and compared with a net gain on the sale of securities $598,000 related to the sale of $40.4 million of securities in the third quarter of 2012.

During the quarter ended September 30, 2013, non-interest expense totaled $13,584,000, an increase of $323,000, or 2%, compared with the quarter ended June 30, 2013, and an increase of $856,000, or 7%, compared with the third quarter of 2012.

	Quarter Ended		Quarter Ended		Quarter Ended
Non-interest Expense	09/30/13		06/30/13		09/30/12
(dollars in thousands)
Salaries and Employee Benefits	$	7,515	$	7,627	$	7,261
Occupancy, Furniture and Equipment Expense		1,891		1,847		1,716
FDIC Premiums		261		260		271
Data Processing Fees		383		349		311
Professional Fees		970		525		585
Advertising and Promotion		447		516		439
Intangible Amortization		329		348		405
Other Operating Expenses		1,788		1,789		1,740
Total Non-interest Expense	$	13,584	$	13,261	$	12,728

Salaries and benefits decreased $112,000, or 1%, during the quarter ended September 30, 2013 compared with the second quarter of 2013 and increased $254,000, or 4%, compared with the third quarter of 2012.  The decline in salaries and benefits costs during the third quarter of 2013 compared with the second quarter of 2013 was primarily due to costs accrued during the second quarter of 2013 related to the pending termination of a frozen defined benefit pension plan acquired by the Company through two acquisition transactions completed a number of years ago.  The increase in salaries and benefits during the third quarter of 2013 compared with the third quarter of 2012 was primarily the result of an increased number of full-time equivalent employees.

Professional fees increased $445,000, or 85%, during the quarter ended September 30, 2013 compared with the second quarter of 2013 and increased $385,000 compared with the third quarter of 2012.  In both comparative periods the increase was related to professional fees associated with the recently completed acquisition of United Commerce Bancorp and related to professional fees associated with the Company’s review of its overall operating effectiveness and efficiency.

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About German American

German American Bancorp, Inc., is a NASDAQ-traded (symbol: GABC) financial services holding company based in Jasper, Indiana.  German American, through its banking subsidiary German American Bancorp, operates 37 retail and commercial banking offices in 13 southern Indiana counties. The Company also owns a trust, brokerage, and financial planning subsidiary (German American Financial Advisors & Trust Company) and a full line property and casualty insurance agency (German American Insurance, Inc.).

Cautionary Note Regarding Forward-Looking Statements

The Company’s statements in this press release regarding the continuing growth and expansion of certain aspects of the Company’s business, its continued improvement in asset quality metrics, and the continuation of its trend of strong financial performance could be deemed to be “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995.  Readers are cautioned that, by their nature, forward-looking statements are based on assumptions and are subject to risks, uncertainties, and other factors. Actual results and experience could differ materially from the anticipated results or other expectations expressed or implied by these forward-looking statements as a result of a number of factors, including but not limited to, those discussed in the press release. Factors that could cause actual experience to differ from the expectations implied in this press release include the unknown future direction of interest rates and the timing and magnitude of any changes in interest rates; changes in competitive conditions; the introduction, withdrawal, success and timing of asset/liability management strategies or of mergers and acquisitions and other business initiatives and strategies; changes in customer borrowing, repayment, investment and deposit practices; changes in fiscal, monetary and tax policies; changes in financial and capital markets; deterioration in general economic conditions, either nationally or locally, resulting in, among other things, credit quality deterioration; capital management activities, including possible future sales of new securities, or possible repurchases or redemptions by the Company of outstanding debt or equity securities; risks of expansion through acquisitions and mergers, such as unexpected credit quality problems of the acquired loans or other assets, unexpected attrition of the customer base of the acquired institution or branches, and difficulties in integration of the acquired operations; factors driving impairment charges on investments; the impact, extent and timing of technological changes; litigation liabilities, including related costs, expenses, settlements and judgments, or the outcome of matters before regulatory agencies, whether pending or commencing in the future; actions of the Federal Reserve Board; changes in accounting principles and interpretations; potential increases of federal deposit insurance premium expense, and possible future special assessments of FDIC premiums, either industry wide or specific to the Company’s banking subsidiary; actions of the regulatory authorities under the Dodd-Frank Wall Street Reform and Consumer Protection Act and the Federal Deposit Insurance Act and other possible legislative and regulatory actions and reforms; and the continued availability of earnings and excess capital sufficient for the lawful and prudent declaration and payment of cash dividends.  Such statements reflect our views with respect to future events and are subject to these and other risks, uncertainties and assumptions relating to the operations, results of operations, growth strategy and liquidity of the Company.  Readers are cautioned not to place undue reliance on these forward-looking statements.  It is intended that these forward-looking statements speak only as of the date they are made.  We do not undertake any obligation to release publicly any revisions to these forward-looking statements to reflect future events or circumstances or to reflect the occurrence of unanticipated events.

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GERMAN AMERICAN BANCORP, INC. (unaudited, dollars in thousands except per share data) Consolidated Balance Sheets
	September 30,			June 30,			September 30,
	2013			2013			2012
ASSETS
Cash and Due from Banks	$	46,657		$	28,390		$	33,960
Short-term Investments		18,014			10,105			29,828
Interest-bearing Time Deposits with Banks		-			1,253			2,715
Investment Securities		608,921			612,837			612,742
Loans Held-for-Sale		9,054			19,435			18,993
Loans, Net of Unearned Income		1,281,442			1,242,964			1,165,134
Allowance for Loan Losses		(14,464	)		(15,263	)		(15,922	)
Net Loans		1,266,978			1,227,701			1,149,212
Stock in FHLB and Other Restricted Stock		8,340			8,340			8,340
Premises and Equipment		36,679			36,702			36,730
Goodwill and Other Intangible Assets		20,512			20,842			21,942
Other Assets		44,967			45,007			47,836
TOTAL ASSETS	$	2,060,122		$	2,010,612		$	1,962,298
LIABILITIES
Non-interest-bearing Demand Deposits	$	364,110		$	331,571		$	327,450
Interest-bearing Demand, Savings, and
Money Market Accounts		974,748			982,665			933,561
Time Deposits		332,181			327,673			358,026
Total Deposits		1,671,039			1,641,909			1,619,037
Borrowings		191,554			175,640			141,074
Other Liabilities		12,386			11,202			19,218
TOTAL LIABILITIES		1,874,979			1,828,751			1,779,329
SHAREHOLDERS' EQUITY
Common Stock and Surplus		108,505			108,433			108,065
Retained Earnings		79,550			74,967			61,996
Accumulated Other Comprehensive Income (Loss)		(2,912	)		(1,539	)		12,908
TOTAL SHAREHOLDERS' EQUITY		185,143			181,861			182,969
TOTAL LIABILITIES AND
SHAREHOLDERS' EQUITY	$	2,060,122		$	2,010,612		$	1,962,298
END OF PERIOD SHARES OUTSTANDING		12,666,936			12,666,936			12,630,646
BOOK VALUE PER SHARE	$	14.62		$	14.36		$	14.49

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GERMAN AMERICAN BANCORP, INC. (unaudited, dollars in thousands except per share data) Consolidated Statements of Income
	Three Months Ended								Nine Months Ended
	September 30,			June 30,			September 30,		September 30,			September 30,
	2013			2013			2012		2013			2012
INTEREST INCOME
Interest and Fees on Loans	$	15,307		$	15,035		$	15,082	$	45,227		$	46,380
Interest on Short-term Investments and Time Deposits		2			13			11		25			84
Interest and Dividends on Investment Securities		3,503			3,410			3,860		10,388			11,779
TOTAL INTEREST INCOME		18,812			18,458			18,953		55,640			58,243
INTEREST EXPENSE
Interest on Deposits		1,145			1,154			1,622		3,533			5,523
Interest on Borrowings		475			592			938		1,978			3,066
TOTAL INTEREST EXPENSE		1,620			1,746			2,560		5,511			8,589
NET INTEREST INCOME		17,192			16,712			16,393		50,129			49,654
Provision for Loan Losses		(400	)		(200	)		640		(250	)		1,721
NET INTEREST INCOME AFTER
PROVISION FOR LOAN LOSSES		17,592			16,912			15,753		50,379			47,933
NON-INTEREST INCOME
Net Gain on Sales of Loans		613			809			941		2,176			2,330
Net Gain on Securities		428			467			598		1,508			692
Other Non-interest Income		4,403			4,834			4,619		13,780			12,770
TOTAL NON-INTEREST INCOME		5,444			6,110			6,158		17,464			15,792
NON-INTEREST EXPENSE
Salaries and Benefits		7,515			7,627			7,261		22,926			21,409
Other Non-interest Expenses		6,069			5,634			5,467		17,381			16,335
TOTAL NON-INTEREST EXPENSE		13,584			13,261			12,728		40,307			37,744
Income before Income Taxes		9,452			9,761			9,183		27,536			25,981
Income Tax Expense		2,969			3,229			2,891		8,712			8,120
NET INCOME	$	6,483		$	6,532		$	6,292	$	18,824		$	17,861
BASIC EARNINGS PER SHARE	$	0.51		$	0.52		$	0.50	$	1.49		$	1.42
DILUTED EARNINGS PER SHARE	$	0.51		$	0.52		$	0.50	$	1.48		$	1.41
WEIGHTED AVERAGE SHARES OUTSTANDING		12,666,780			12,666,315			12,628,335		12,658,403			12,618,863
DILUTED WEIGHTED AVERAGE SHARES OUTSTANDING		12,691,164			12,683,127			12,648,924		12,678,353			12,633,872

-8-

GERMAN AMERICAN BANCORP, INC. (unaudited, dollars in thousands except per share data)
	Three Months Ended									Nine Months Ended
	September 30,			June 30,			September 30,			September 30,			September 30,
	2013			2013			2012			2013			2012
EARNINGS PERFORMANCE RATIOS
Annualized Return on Average Assets		1.29	%		1.31	%		1.29	%		1.25	%		1.24	%
Annualized Return on Average Equity		14.25	%		13.82	%		13.97	%		13.52	%		13.61	%
Net Interest Margin		3.70	%		3.64	%		3.66	%		3.65	%		3.77	%
Efficiency Ratio (1)		58.82	%		57.11	%		55.45	%		58.55	%		56.67	%
Net Overhead Expense to Average Earning Assets(2)		1.71	%		1.52	%		1.44	%		1.62	%		1.63	%
ASSET QUALITY RATIOS
Annualized Net Charge-offs to Average Loans		0.13	%		0.09	%		0.14	%		0.09	%		0.13	%
Allowance for Loan Losses to Period End Loans		1.13	%		1.23	%		1.37	%
Non-performing Assets to Period End Assets		0.37	%		0.51	%		0.70	%
Non-performing Loans to Period End Loans		0.54	%		0.69	%		1.04	%
Loans 30-89 Days Past Due to Period End Loans		0.32	%		0.37	%		0.40	%
SELECTED BALANCE SHEET & OTHER FINANCIAL DATA
Average Assets	$	2,016,376		$	2,001,143		$	1,945,853		$	2,000,597		$	1,921,181
Average Earning Assets	$	1,898,565		$	1,881,991		$	1,827,505		$	1,881,351		$	1,800,357
Average Total Loans	$	1,269,222		$	1,233,024		$	1,161,325		$	1,238,243		$	1,132,352
Average Demand Deposits	$	349,323		$	340,767		$	322,003		$	342,235		$	304,214
Average Interest Bearing Liabilities	$	1,473,141		$	1,454,894		$	1,422,852		$	1,456,461		$	1,422,066
Average Equity	$	181,960		$	189,026		$	180,181		$	185,654		$	174,979
Period End Non-performing Assets (3)	$	7,532		$	10,164		$	13,754
Period End Non-performing Loans (4)	$	6,948		$	8,604		$	12,144
Period End Loans 30-89 Days Past Due (5)	$	4,140		$	4,626		$	4,603
Tax Equivalent Net Interest Income	$	17,648		$	17,109		$	16,796		$	51,375		$	50,816
Net Charge-offs during Period	$	399		$	271		$	410		$	806		$	1,111

(1)	Efficiency Ratio is defined as Non-interest Expense divided by the sum of Net Interest Income, on a tax equivalent basis, and Non-interest Income.
(2)	Net Overhead Expense is defined as Total Non-interest Expense less Total Non-interest Income.
(3)	Non-performing assets are defined as Non-accrual Loans, Loans Past Due 90 days or more, Restructured Loans, and Other Real Estate Owned.
(4)	Non-performing loans are defined as Non-accrual Loans, Loans Past Due 90 days or more, and Restructured Loans.
(5)	Loans 30-89 days past due and still accruing.