Mergers and Acquisitions (Tables)

3 Months Ended

Mar. 31, 2016

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				5,915
Compensation expense incurred from the termination of Heritage's ESOP				—
Deal charges				7,973
Total Purchase Price				$	295,444
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	(3,158		)
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	3,045
Deposits	(3,776		)
Other liabilities	(7,920		)
Deferred income taxes	(8,377		)
Total Net Assets Acquired				120,708
Goodwill resulting from merger⁽¹⁾				$	174,736

(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	$	38,626
Securities	177,849
Loans, including mortgage loans held for sale, net of unearned income	1,459,724
Premises and equipment	42,164
Other real estate owned	9,972
Intangible assets	186,992
Other assets	104,697
Total assets	2,020,024

Deposits	1,375,354
Borrowings	314,656
Other liabilities	34,570
Total liabilities	1,724,580

Business Acquisition, Pro Forma Information

The following unaudited pro forma combined condensed consolidated financial information presents the results of operations for the three months ended March 31, 2016 and 2015 of the Company as though the Heritage 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.



	Three Months Ended
	March 31,
	2016		2015
Interest income	$	76,259	$	75,905
Interest expense	6,205		6,861
Net interest income	70,054		69,044
Provision for loan and lease losses	1,800		1,150
Noninterest income	33,302		33,527
Noninterest expense	69,814		71,961
Income before income taxes	31,742		29,460
Income taxes	10,526		9,556
Net income	21,216		19,904

Earnings per share:
Basic	$	0.53	$	0.59
Diluted	$	0.52	$	0.59