Mergers and Acquisitions (Tables)

9 Months Ended

Sep. 30, 2015

As a result, the adjustments included in the following table are preliminary and may change.



Purchase Price:
Shares issued to common shareholders	8,635,879
Purchase price per share	$	32.60
Value of stock paid				$	281,530
Cash paid for fractional shares				26
Cash settlement for stock options, net of tax benefit				3,697
Compensation expense incurred from the termination of Heritage's ESOP				4,930
Deal charges				7,077
Total Purchase Price				$	297,260
Net Assets Acquired:
Stockholders’ equity at acquisition date	$	160,652
Increase (decrease) to net assets as a result of fair value adjustments to assets acquired and liabilities assumed:
Securities	(1,401		)
Mortgage loans held for sale	(2,481		)
Loans, net of Heritage's allowance for loan losses	(15,803		)
Fixed assets	(7,253		)
Intangible assets, net of Heritage's existing core deposit intangible	18,193
Other real estate owned	1,390
FDIC loss-share indemnification asset	(15,247		)
Other assets	1,293
Deposits	(3,776		)
Other liabilities	(2,329		)
Deferred income taxes	(13,311		)
Total Net Assets Acquired				119,927
Goodwill resulting from merger⁽¹⁾				$	177,333

(1) The goodwill resulting from the merger has been assigned to the Community Banks operating segment.

Schedule of Recognized Identified Assets Acquired and Liabilities Assumed

The following table summarizes the fair value of assets acquired and liabilities assumed at acquisition date in connection with the merger with Heritage. The Company is finalizing the fair value of certain assets and liabilities. As a result, the values included in the following table are preliminary and may change.



Cash and cash equivalents	$	35,787
Securities	177,849
Mortgage loans held for sale	348,505
Loans, net of unearned income	1,111,617
Premises and equipment	42,080
Other real estate owned	9,972
Intangible assets	189,589
Other assets	102,509
Total assets	2,017,908

Deposits	1,372,515
Borrowings	314,656
Other liabilities	41,438
Total liabilities	1,728,609

Business Acquisition, Pro Forma Information

The following unaudited pro forma combined condensed consolidated financial information presents the results of operations for the nine months ended September 30, 2015 and 2014 of the Company as though the Merger had been completed as of January 1, 2014. The unaudited estimated pro forma information combines the historical results of Heritage with the Company's historical consolidated results and includes certain adjustments reflecting the estimated impact of certain fair value adjustments for the periods presented. The pro forma information is not indicative of what would have occurred had the acquisition taken place on January 1, 2014. The pro forma information does not include the effect of any cost-saving or revenue-enhancing strategies. Merger expenses are reflected in the period in which they were incurred.



	Nine Months Ended
	September 30,
	2015		2014
Interest income	$	225,985	$	222,055
Interest expense	16,494		22,302
Net interest income	209,491		199,753
Provision for loan and lease losses	3,300		6,401
Noninterest income	103,888		85,774
Noninterest expense	238,947		201,166
Income before income taxes	71,132		77,960
Income taxes	22,597		24,106
Net income	48,535		53,854

Earnings per share:
Basic	$	1.12	$	1.34
Diluted	$	1.12	$	1.34