Mergers and Acquisitions (Tables)

12 Months Ended

Dec. 31, 2015

Schedule of Business Acquisitions, by Acquisition

The following table summarizes the allocation of purchase price to assets and liabilities acquired in connection with the Company’s acquisition of Heritage based on their fair values on July 1, 2015. The Company is finalizing the fair value of certain assets and liabilities. 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
Fair value of common stock on date of issuance	$	32.60
Value of stock paid				$	281,530
Cash paid for fractional shares				26
Cash settlement for stock options				5,915
Deal charges paid on behalf of Heritage				7,909
Total Purchase Price				$	295,380
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	(2,640		)
Loans, net of Heritage’s allowance for loan losses	(15,524		)
Fixed assets	(7,169		)
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	3,182
Deposits	(3,776		)
Other liabilities	(2,882		)
Deferred income taxes	(10,580		)
Total Net Assets Acquired				124,198
Goodwill resulting from merger⁽¹⁾				$	171,182

⁽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 adjustments included in the following table are preliminary and may change.



Cash and cash equivalents	$	38,626
Securities	177,849
Loans, including mortgage loans held for sale, net of unearned income	1,460,242
Premises and equipment	42,164
Other real estate owned	9,972
Intangible assets	183,438
Other assets	102,591
Total assets	2,014,882

Deposits	1,375,354
Borrowings	314,656
Other liabilities	29,492
Total liabilities	1,719,502

Business Acquisition, Pro Forma Information

The following unaudited pro forma combined condensed consolidated financial information presents the results of operations for the twelve months ended December 31, 2015 and 2014 of the Company as though the merger with Heritage had been completed as of January 1, 2014. The unaudited estimated pro forma information combines the historical consolidated 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.



	Twelve Months Ended
	December 31,
	2015		2014
Interest income	$	301,226	$	305,868
Interest expense	21,858		29,575
Net interest income	279,368		276,293
Provision for loan and lease losses	5,050		7,736
Noninterest income	135,379		107,218
Noninterest expense	309,803		270,868
Income before income taxes	99,894		104,907
Income taxes	31,772		32,723
Net income	$	68,122	$	72,184

Earnings per share:
Basic	$	1.69	$	1.80
Diluted	$	1.68	$	1.79