Business Combinations (Tables) - Sterling Financial Corporation [Member]

9 Months Ended

Sep. 30, 2015

Schedule of Assets Acquired and Liabilities Assumed at Estimated Fair Values

A summary of the consideration paid, the assets acquired and liabilities assumed in the Merger are presented below:



(in thousands)
	Sterling
	April 18, 2014
Fair value of consideration to Sterling shareholders:
Cash paid			$	136,200
Liability recorded for warrants' cash payment per share			6,453
Fair value of common shares issued			1,939,497
Fair value of warrants, common stock options, and restricted stock exchanged			50,317
Total consideration			2,132,467
Fair value of assets acquired:
Cash and cash equivalents	$	253,067
Investment securities	1,378,300
Loans held for sale	214,911
Loans and leases	7,123,168
Premises and equipment	116,576
Residential mortgage servicing rights	62,770
Other intangible assets	54,562
Other real estate owned	8,666
Bank owned life insurance	193,246
Deferred tax asset	300,015
Accrued interest receivable	23,553
Other assets	148,906
Total assets acquired	9,877,740
Fair value of liabilities assumed:
Deposits	7,086,052
Securities sold under agreements to repurchase	584,746
Term debt	854,737
Junior subordinated debentures	156,171
Other liabilities	87,902
Total liabilities assumed	$	8,769,608
Net assets acquired			1,108,132
Goodwill			$	1,024,335

Schedule of Loans Acquired

The following table presents the acquired purchased impaired loans as of the acquisition date:



(in thousands)	Purchased impaired
Contractually required principal payments	$	604,136
Nonaccretable difference	(95,614		)
Cash flows expected to be collected	508,522
Accretable yield	(110,757		)
Fair value of purchased impaired loans	$	397,765

Schedule Of Merger Related Expense

The following table provides a breakout of Merger related expense for the three and nine months ended September 30, 2015.



(in thousands)	Three Months Ended			Nine Months Ended
	September 30, 2015			September 30, 2015
Personnel	$	2,665		$	10,395
Legal and professional	2,238			19,977
Contract termination	154			154
Premises and Equipment	1,473			6,738
Communication	548			1,980
Other	(1,087		)	2,626
Total Merger related expense	$	5,991		$	41,870

Pro Forma Results of Operations



(in thousands, except per share data)	Pro Forma
	Three Months Ended		Nine Months Ended
	September 30,		September 30,
	2014		2014
Net interest income	$	225,715	$	682,679	^{(1), (2), (3)}
Provision for loan and lease losses	14,333		35,000
Non-interest income	62,163		157,134		^{(4), (5), (6)}
Non-interest expense	179,918		565,573		^{(7), (8)}
Income before provision for income taxes	93,627		239,240
Provision for income taxes	33,122		88,325
Net income	60,505		150,915
Dividends and undistributed earnings allocated to participating securities	142		338
Net earnings available to common shareholders	$	60,363	$	150,577
Earnings per share:
Basic	$	0.28	$	0.69
Diluted	$	0.28	$	0.69
Average shares outstanding:
Basic	217,245		216,884
Diluted	218,941		218,801

(1) Includes zero and $31.9 million of incremental loan discount accretion for the three and nine months ended September 30, 2014.

(2) Includes a reduction of interest income of zero and $1.8 million related to investment securities premiums amortization for the three and nine months ended September 30, 2014.

(3) Includes a reduction of interest expense of zero and $5.9 million related to deposit and borrowing premiums amortization for the three and nine months ended September 30, 2014.

(4) Includes a reduction of service charges on deposits of zero and $1.7 million as a result of passing the $10 billion asset threshold for the three and nine months ended September 30, 2014.

(5) Includes a loss on junior subordinated debentures carried at fair value of zero and $1.1 million for the three and nine months ended September 30, 2014.

(6) Includes the reversal of the $7.0 million loss on the required divestiture of six Sterling stores in connection with the Merger for the nine months ended September 30, 2014.

(7) Includes a net increase of zero and $2.1 million of incremental core deposit intangible amortization for the three and nine months ended September 30, 2014.

(8) Includes a net decrease of $2.6 million and $46.1 million of merger expenses for the three and nine months ended September 30, 2014.