UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the Quarterly Period Ended June 30, 2015

TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

Commission File Number: 0-20293

UNION BANKSHARES CORPORATION

(Exact name of registrant as specified in its charter)

VIRGINIA	54-1598552
(State or other jurisdiction of	(I.R.S. Employer
incorporation or organization)	Identification No.)

1051 East Cary Street

Suite 1200

Richmond, Virginia 23219

(Address of principal executive offices) (Zip Code)

(804) 633-5031

(Registrant’s telephone number, including area code)

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.

Yes x No ¨

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).

Yes x No ¨

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer x	Accelerated filer ¨
Non-accelerated filer ¨	Smaller reporting company ¨

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).

Yes ¨ No x

The number of shares of common stock outstanding as of August 3, 2015 was 45,113,478.

UNION BANKSHARES CORPORATION

FORM 10-Q

INDEX

ITEM		PAGE

	PART I - FINANCIAL INFORMATION

Item 1.	Financial Statements

	Consolidated Balance Sheets as of June 30, 2015 and December 31, 2014	2

	Consolidated Statements of Income for the three and six months ended June 30, 2015 and 2014	3

	Consolidated Statements of Comprehensive Income for the three and six months ended June 30, 2015 and 2014	4

	Consolidated Statements of Changes in Stockholders’ Equity for the six months ended June 30, 2015 and 2014	5

	Consolidated Statements of Cash Flows for the six months ended June 30, 2015 and 2014	6

	Notes to Consolidated Financial Statements	7

	Report of Independent Registered Public Accounting Firm	48

Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	49

Item 3.	Quantitative and Qualitative Disclosures About Market Risk	75

Item 4.	Controls and Procedures	77

	PART II - OTHER INFORMATION

Item 1.	Legal Proceedings	78

Item 1A.	Risk Factors	78

Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	78

Item 6.	Exhibits	79

	Signatures	80

Glossary of Acronyms

AFS	–	Available for sale
ALCO	–	Asset Liability Committee
ALL	–	Allowance for loan losses
ASC	–	Accounting Standards Codification
ASU	–	Accounting Standards Update
ATM	–	Automated teller machine
the Bank	–	Union Bank & Trust, formerly known as Union First Market Bank
bps	–	Basis points
the Company	–	Union Bankshares Corporation
Dodd-Frank Act	–	Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010
EPS	–	Earnings per share
Exchange Act	–	Securities Exchange Act of 1934
FASB	–	Financial Accounting Standards Board
FDIC	–	Federal Deposit Insurance Corporation
Federal Reserve	–	Board of Governors of the Federal Reserve System
Federal Reserve Bank	–	Federal Reserve Bank of Richmond
FHLB	–	Federal Home Loan Bank of Atlanta
U.S. GAAP or GAAP	–	Accounting principles generally accepted in the United States
HELOC	–	Home equity line of credit
HTM	–	Held to maturity
LIBOR	–	London Interbank Offered Rate
NPA	–	Nonperforming assets
OREO	–	Other real estate owned
OTTI	–	Other than temporary impairment
PCI	–	Purchased credit impaired
SEC	–	U.S. Securities and Exchange Commission
StellarOne	–	StellarOne Corporation
TDR	–	Troubled debt restructuring
UMG	–	Union Mortgage Group, Inc.

PART I – FINANCIAL INFORMATION

ITEM 1 – FINANCIAL STATEMENTS

UNION BANKSHARES CORPORATION AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS

(Dollars in thousands, except share data)

	June 30,		December 31,
	2015		2014
	(Unaudited)
ASSETS
Cash and cash equivalents:
Cash and due from banks	$	109,480	$	112,752
Interest-bearing deposits in other banks		26,333		19,344
Money market investments		1		1
Federal funds sold		1,019		1,163
Total cash and cash equivalents		136,833		133,260

Securities available for sale, at fair value		888,362		1,102,114
Securities held to maturity, at carrying value		201,072		-
Restricted stock, at cost		50,171		54,854

Loans held for sale		39,450		42,519

Loans held for investment, net of deferred fees and costs		5,510,385		5,345,996
Less allowance for loan losses		32,344		32,384
Net loans held for investment		5,478,041		5,313,612

Premises and equipment, net		132,681		135,247
Other real estate owned, net of valuation allowance		22,222		28,118
Core deposit intangibles, net		27,394		31,755
Goodwill		293,522		293,522
Bank owned life insurance		141,284		139,005
Other assets		86,674		84,637
Total assets	$	7,497,706	$	7,358,643

LIABILITIES
Noninterest-bearing demand deposits	$	1,289,676	$	1,199,378
Interest-bearing deposits		4,494,798		4,439,392
Total deposits		5,784,474		5,638,770

Securities sold under agreements to repurchase		119,680		44,393
Other short-term borrowings		261,000		343,000
Long-term borrowings		300,294		299,542
Other liabilities		44,124		55,769
Total liabilities		6,509,572		6,381,474

Commitments and contingencies (Note 7)

STOCKHOLDERS' EQUITY
Common stock, $1.33 par value, shares authorized 100,000,000; issued and outstanding, 45,112,893 shares and 45,162,853 shares, respectively.		59,672		59,795
Surplus		640,936		643,443
Retained earnings		278,297		261,676
Accumulated other comprehensive income		9,229		12,255
Total stockholders' equity		988,134		977,169

Total liabilities and stockholders' equity	$	7,497,706	$	7,358,643

See accompanying notes to consolidated financial statements.

- 2 -

UNION BANKSHARES CORPORATION AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF INCOME

(Dollars in thousands, except share data)

	Three Months Ended				Six Months Ended
	June 30,		June 30,		June 30,		June 30,
	2015		2014		2015		2014
	(Unaudited)		(Unaudited)		(Unaudited)		(Unaudited)
Interest and dividend income:
Interest and fees on loans	$	62,604	$	61,386	$	123,056	$	122,655
Interest on federal funds sold		-		-		1		-
Interest on deposits in other banks		24		9		41		21
Interest and dividends on securities:
Taxable		3,860		3,860		7,667		7,508
Nontaxable		3,366		3,379		6,690		6,658
Total interest and dividend income		69,854		68,634		137,455		136,842

Interest expense:
Interest on deposits		3,680		2,550		7,000		4,806
Interest on federal funds purchased		4		23		5		46
Interest on short-term borrowings		255		146		505		265
Interest on long-term borrowings		2,099		2,200		4,160		4,252
Total interest expense		6,038		4,919		11,670		9,369

Net interest income		63,816		63,715		125,785		127,473
Provision for credit losses		3,749		1,500		5,499		1,500
Net interest income after provision for credit losses		60,067		62,215		120,286		125,973

Noninterest income:
Service charges on deposit accounts		4,622		4,525		8,835		8,822
Other service charges and fees		4,051		4,164		7,634		7,508
Fiduciary and asset management fees		2,312		2,330		4,531		4,633
Gains on sales of mortgage loans, net of commissions		2,574		3,030		4,952		5,328
Gains on securities transactions, net		404		426		597		455
Bank owned life insurance income		1,134		1,183		2,269		2,272
Other operating income		1,115		622		2,448		1,050
Total noninterest income		16,212		16,280		31,266		30,068

Noninterest expenses:
Salaries and benefits		25,561		27,616		53,052		56,830
Occupancy expenses		5,173		5,102		10,305		10,282
Furniture and equipment expenses		2,989		2,637		5,803		5,505
Printing, postage, and supplies		1,408		1,170		2,779		2,392
Communications expense		1,143		1,351		2,322		2,450
Technology and data processing		3,216		2,792		6,471		5,866
Professional services		1,669		1,442		3,017		2,497
Marketing and advertising expense		2,372		1,692		4,060		2,757
FDIC assessment premiums and other insurance		1,280		1,593		2,679		2,986
Other taxes		1,554		1,507		3,105		2,892
Loan-related expenses		687		630		1,371		1,172
OREO and credit-related expenses		1,965		2,244		3,152		3,694
Amortization of intangible assets		2,138		2,455		4,361		5,071
Acquisition and conversion costs		-		4,661		-		17,829
Branch closure expenses		1,280		-		1,280		-
Other expenses		2,806		2,075		5,324		4,029
Total noninterest expenses		55,241		58,967		109,081		126,252

Income before income taxes		21,038		19,528		42,471		29,789
Income tax expense		5,690		4,855		11,422		7,407
Net income	$	15,348	$	14,673	$	31,049	$	22,382
Basic earnings per common share	$	0.34	$	0.32	$	0.69	$	0.48
Diluted earnings per common share	$	0.34	$	0.32	$	0.69	$	0.48
Dividends declared per common share	$	0.17	$	0.14	$	0.32	$	0.28
Basic weighted average number of common shares outstanding		45,128,698		46,194,880		45,117,396		46,583,975
Diluted weighted average number of common shares outstanding		45,209,814		46,296,870		45,198,727		46,686,592

See accompanying notes to consolidated financial statements.

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UNION BANKSHARES CORPORATION AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

(Dollars in thousands)

	Three Months Ended						Six Months Ended
	June 30,						June 30,
	2015			2014			2015			2014
	(Unaudited)			(Unaudited)			(Unaudited)			(Unaudited)
Net income	$	15,348		$	14,673		$	31,049		$	22,382
Other comprehensive income (loss):
Cash flow hedges:
Change in fair value of cash flow hedges		1,809			(778	)		319			(203	)
Reclassification adjustment for losses included in net income (net of tax, $22 and $117 for the three months and $169 and $142 for the six months ended June 30, 2015 and 2014)		41			217			313			264
AFS securities:
Unrealized holding gains (losses) arising during period (net of tax, $3,686 and $3,625 for the three months and $1,649 and $7,024 for the six months ended June 30, 2015 and 2014)		(6,845	)		6,733			(3,062	)		13,046
Reclassification adjustment for (gains) losses included in net income (net of tax, $142 and $9 for the three months and $209 and $19 for the six months ended June 30, 2015 and 2014)		(263	)		(17	)		(388	)		(36	)
HTM securities:
Accretion of unrealized gain for AFS securities transferred to HTM (net of tax, $112 and $0 for the three months and $112 and $0 for the six months ended June 30, 2015 and 2014).		(208	)		-			(208	)		-
Other comprehensive income (loss)		(5,466	)		6,155			(3,026	)		13,071
Comprehensive income	$	9,882		$	20,828		$	28,023		$	35,453

See accompanying notes to consolidated financial statements.

- 4 -

UNION BANKSHARES CORPORATION AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY

SIX MONTHS ENDED JUNE 30, 2015 AND 2014

(Dollars in thousands, except share amounts)

Common
Stock

Surplus

Retained
Earnings ⁽¹⁾

Accumulated
Other
Comprehensive
Income (Loss)

Total

(Unaudited)

Balance - December 31, 2013

33,020

170,770

236,210

(2,190

)

437,810

Net income - 2014

22,382

Other comprehensive income (net of taxes of $7,147)

13,071

Issuance of common stock in regard to acquisition (22,147,874 shares)

29,457

520,066

549,523

Dividends on common stock ($0.28 per share)

(12,503

)

(12,503

)

Stock purchased under stock repurchase plan (1,342,075 shares)

(1,785

)

(32,121

)

(33,906

)

Issuance of common stock under Dividend Reinvestment Plan (23,187 shares)

522

(553

)

Issuance of common stock under Equity Compensation Plans (60,470 shares)

863

943

Vesting of restricted stock under Equity Compensation Plans (8,254 shares)

(11

)

Net settle for taxes on Restricted Stock Awards (62,287 shares)

(83

)

(1,464

)

(1,547

)

Stock-based compensation expense

554

Balance - June 30, 2014

60,731

659,179

245,536

10,881

976,327

Balance - December 31, 2014

59,795

643,443

261,676

12,255

977,169

Net income - 2015

31,049

Other comprehensive income (net of taxes of $1,801)

(3,026

)

(3,026

)

Dividends on common stock ($0.32 per share)

(13,727

)

(13,727

)

Stock purchased under stock repurchase plan (181,356 shares)

(240

)

(3,890

)

(4,130

)

Issuance of common stock under Dividend Reinvestment Plan (33,710 shares)

656

(701

)

Issuance of common stock under Equity Compensation Plans (25,873 shares)

386

420

Issuance of common stock for services rendered (9,200 shares)

188

200

Vesting of restricted stock under Equity Compensation Plans (30,401 shares)

(40

)

Net settle for taxes on Restricted Stock Awards (10,352 shares)

(14

)

(210

)

(224

)

Stock-based compensation expense

403

Balance - June 30, 2015

59,672

640,936

278,297

9,229

988,134

⁽¹⁾ Retained earnings as of December 31, 2013 and 2014 includes the cumulative impact of $429,000 and $856,000, respectively, resulting from the adoption of ASU 2014-01 “Accounting For Investments in Qualified Affordable Housing Projects.” See “Note 1 - Accounting Policies” for additional information.

See accompanying notes to consolidated financial statements.

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UNION BANKSHARES CORPORATION AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS

SIX MONTHS ENDED JUNE 30, 2015 AND 2014

(Dollars in thousands)

	2015			2014
	(Unaudited)			(Unaudited)
Operating activities:
Net income	$	31,049		$	22,382
Adjustments to reconcile net income to net cash and cash equivalents provided by (used in) operating activities:
Depreciation of bank premises and equipment		5,374			5,470
Writedown of OREO		1,300			1,073
Amortization, net		6,946			7,129
Amortization related to acquisition, net		705			306
Provision for credit losses		5,499			1,500
Gains on securities transactions, net		(597	)		(455	)
Decrease in loans held for sale, net		3,069			940
Losses (gains) on sales of other real estate owned, net		100			(30	)
Losses on sales of bank premises, net		74			304
Stock-based compensation expenses		403			554
Issuance of common stock for services		200			-
Net (increase) decrease in other assets		(2,799	)		13,062
Net decrease in other liabilities		(11,213	)		(3,341	)
Net cash and cash equivalents provided by operating activities		40,110			48,894
Investing activities:
Purchases of securities available for sale		(122,049	)		(291,070	)
Proceeds from sales of securities available for sale		58,157			259,077
Proceeds from maturities, calls and paydowns of securities available for sale		70,086			68,448
Net (increase) decrease in loans		(168,449	)		41,555
Net increase in bank premises and equipment		(3,284	)		(4,879	)
Proceeds from sales of other real estate owned		5,609			7,713
Improvements to other real estate owned		(299	)		(59	)
Cash paid for equity-method investments		(355	)		-
Cash acquired in bank acquisitions		-			49,989
Net cash and cash equivalents (used in) provided by investing activities		(160,584	)		130,774
Financing activities:
Net increase in noninterest-bearing deposits		90,298			95,205
Net increase (decrease) in interest-bearing deposits		57,096			(71,978	)
Net decrease in short-term borrowings		(6,713	)		(70,906	)
Net increase in long-term borrowings		1,027			881
Cash dividends paid - common stock		(13,727	)		(12,503	)
Repurchase of common stock		(4,130	)		(33,906	)
Issuance of common stock		420			943
Taxes paid related to net share settlement of equity awards		(224	)		(1,547	)
Net cash and cash equivalents provided by (used in) financing activities		124,047			(93,811	)
Increase in cash and cash equivalents		3,573			85,857
Cash and cash equivalents at beginning of the period		133,260			73,023
Cash and cash equivalents at end of the period	$	136,833		$	158,880

Supplemental Disclosure of Cash Flow Information
Cash payments for:
Interest	$	13,784		$	13,788
Income taxes		12,400			5,800

Supplemental schedule of noncash investing and financing activities
Unrealized (losses) gains on securities available for sale	$	(5,308	)	$	20,015
Transfer from securities available for sale to securities held to maturity		201,822			-
Changes in fair value of interest rate swap loss		632			61
Transfers between loans and other real estate owned		412			2,704
Transfers from bank premises to other real estate owned		402			6,052
Issuance of common stock in exchange for net assets in acquisition		-			549,523

Transactions related to bank acquisition
Assets acquired		-			2,957,521
Liabilities assumed		-			2,642,120

See accompanying notes to consolidated financial statements.

- 6 -

UNION BANKSHARES CORPORATION AND SUBSIDIARIES

Notes to Consolidated Financial Statements (Unaudited)

ACCOUNTING POLICIES

The consolidated financial statements include the accounts of the Company and its wholly-owned subsidiaries. Significant inter-company accounts and transactions have been eliminated in consolidation.

The unaudited consolidated financial statements have been prepared in accordance with U.S. GAAP for interim financial information and follow general practice within the banking industry. Accordingly, the unaudited consolidated financial statements do not include all the information and footnotes required by U.S. GAAP for complete financial statements. However, in the opinion of management, all adjustments (consisting only of normal recurring accruals) necessary for a fair presentation of the results of the interim periods presented have been made. The results of operations for the interim periods are not necessarily indicative of the results that may be expected for the full year.

These financial statements should be read in conjunction with the consolidated financial statements and notes thereto included in the Company’s 2014 Annual Report on Form 10-K. If needed, certain previously reported amounts have been reclassified to conform to current period presentation.

Adoption of New Accounting Standards

The Company adopted ASU 2014-01, “Accounting for Investments in Qualified Affordable Housing Projects” as of January 1, 2015. As permitted by the guidance, the Company adopted the proportional amortization method of accounting for qualified affordable housing projects. The proportional amortization method amortizes the cost of the investment over the period in which the Company will receive tax credits and other tax benefits, and the resulting amortization is recognized as a component of income taxes attributable to continuing operations. Historically, these investments were accounted for under the equity method of accounting and the passive losses related to the investments were recognized within noninterest expense. The Company adopted this guidance in the first quarter of 2015 with retrospective application as required by the ASU. Prior period results and related metrics have been recast to conform to this presentation. The recast of prior period information did not have a material impact on the Company’s financial condition or results of operations.

For the three and six months ended June 30, 2015, the Company recognized amortization of $104,000 and $279,000, respectively, and tax credits of $170,000 and $427,000, respectively, associated with these investments within “Income tax expense” on the Company’s Consolidated Statements of Income. The carrying value of the Company’s investments in these qualified affordable housing projects was $9.7 million and $10.4 million as of June 30, 2015 and December 31, 2014, respectively. The Company recorded a liability of $5.1 million for the related unfunded commitments as of June 30, 2015, which are expected to be paid from 2015 to 2018.

Recent Accounting Pronouncements

In January 2015, the FASB issued ASU No. 2015-01, “Income Statement—Extraordinary and Unusual Items (Subtopic 225-20): Simplifying Income Statement Presentation by Eliminating the Concept of Extraordinary Items.” The amendments in this ASU eliminate from U.S. GAAP the concept of extraordinary items. Subtopic 225-20, Income Statement - Extraordinary and Unusual Items, required that an entity separately classify, present, and disclose extraordinary events and transactions. Presently, an event or transaction is presumed to be an ordinary and usual activity of the reporting entity unless evidence clearly supports its classification as an extraordinary item. If an event or transaction meets the criteria for extraordinary classification, an entity is required to segregate the extraordinary item from the results of ordinary operations and show the item separately in the income statement, net of tax, after income from continuing operations. The entity also is required to disclose applicable income taxes and either present or disclose earnings-per-share data applicable to the extraordinary item. The amendments in this ASU are effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2015. Early adoption is permitted provided that the guidance is applied from the beginning of the fiscal year of adoption. The Company does not expect the adoption of ASU 2015-01 to have a material impact on its consolidated financial statements.

- 7 -

In February 2015, the FASB issued ASU No. 2015-02, “Amendments to the Consolidation Analysis.” The amendments in this ASU amend the consolidation requirements in ASC 810, Consolidation, and significantly change the consolidation analysis required under U.S. GAAP. Under this guidance, limited partnerships will be considered variable interest entities (“VIEs”) unless the limited partners have either substantive kick-out or participating rights; this amendment will result in more partnerships being considered VIEs, but it will be less likely that a general partner will consolidate a limited partnership. The amendments also change the effect that fees paid to a decision maker or service provider have on the consolidation analysis; it is less likely that the fees themselves will be considered a variable interest, that an entity will be a VIE, or that consolidation will result. The changes modify how a reporting entity considers how its variable interests affect its consolidation process; the related party tiebreaker test and mandatory consolidation by one of the related parties will have to be performed less frequently than under current U.S. GAAP. For entities other than limited partnerships, the amendments clarify how to determine whether the equity holders have power over the entity and could affect whether the entity is a VIE. The amendments are expected to result in the deconsolidation of many entities. The amendments in this ASU are effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2015. Early adoption is permitted provided that the guidance is applied from the beginning of the fiscal year of adoption. The Company is currently assessing the impact that ASU 2015-02 will have on its consolidated financial statements.

In April 2015, the FASB issued ASU No. 2015-03, “Interest – Imputation of Interest (Subtopic 835-30): Simplifying the Presentation of Debt Issuance Costs.” The ASU does not change the existing recognition and measurement guidance for debt issuance costs but requires that debt issuance costs related to a debt liability recorded on the balance sheet be present in the balance sheet as a direct deduction from the carrying amount of that debt liability. The amendments should be disclosed consistent with the disclosure requirement of a change in accounting principle and applied on a retrospective basis. This ASU is effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2015. Early adoption is permitted. The Company does not expect the adoption of ASU 2015-03 to have a material impact on its consolidated financial statements.

In April 2015, the FASB issued ASU No. 2015-05, “Intangibles – Goodwill and Other – Internal-Use Software (Subtopic 350-40: Customer’s Accounting for Fees Paid in a Cloud Computing Arrangement.” This ASU clarifies the circumstances under which a cloud computing customer would account for the arrangement as a license of internal-use software. If a cloud computing arrangement includes a software license, then the customer should account for the software license element of the arrangement consistent with the acquisition of other software licenses; otherwise, the customer should account for the arrangement as a service contract. The amendments in this ASU are effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2015. Early adoption is permitted. The Company is currently assessing the impact of ASU 2015-05 will have on its consolidated financial statements.

- 8 -

ACQUISITIONS

The Company’s merger and acquisition strategy focuses on high-growth areas with strong market demographics and targets organizations that have a comparable corporate culture, strong performance, and good asset quality, among other factors. On January 1, 2014, the Company completed the acquisition of StellarOne, a bank holding company based in Charlottesville, Virginia, in an all-stock transaction. StellarOne’s common shareholders received 0.9739 shares of the Company’s common stock in exchange for each share of StellarOne’s common stock, resulting in the Company issuing 22,147,874 shares of common stock at a fair value of $549.5 million. The fair value of assets acquired totaled $2.96 billion and liabilities assumed totaled $2.64 billion. As a result of the transaction, StellarOne’s former bank subsidiary, StellarOne Bank, became a wholly owned bank subsidiary of the Company. On May 9, 2014, StellarOne Bank was merged with and into the Bank. Information regarding this acquisition is included in the Company’s 2014 Annual Report on Form 10-K. The Company did not complete any acquisitions of businesses in 2015.

The net effect of the amortization and accretion of premiums and discounts associated with the Company’s acquisition accounting adjustments had the following impact on the Consolidated Statements of Income during the three and six months ended June 30, 2015 and 2014 (dollars in thousands):

	For the Three Months Ended June 30,						For the Six Months Ended June 30,
	2015			2014			2015			2014
Loans ⁽¹⁾	$	1,052		$	(219	)	$	1,691		$	(765	)
Core deposit intangible ⁽²⁾		(2,138	)		(2,456	)		(4,361	)		(5,072	)
Borrowings ⁽³⁾		137			75			275			150
Time deposits ⁽⁴⁾		614			2,460			1,690			5,381
Net impact to income before taxes	$	(335	)	$	(140	)	$	(705	)	$	(306	)

(1) Loan discount (premium) accretion (amortization) is included in “Interest and fees on loans” in the “Interest and dividend income” section of the Company's Consolidated Statements of Income.

(2) Core deposit intangible premium amortization is included in “Amortization of intangible assets” in the “Noninterest expense” section of the Company's Consolidated Statements of Income.

(3) Borrowings discount accretion is included in “Interest on long-term borrowings” in the “Interest Expense” section of the Company's Consolidated Statements of Income.

(4) Certificate of deposit discount accretion is included in “Interest on deposits” in the “Interest expense” section of the Company's Consolidated Statements of Income.

- 9 -

SECURITIES

Available for Sale

The amortized cost, gross unrealized gains and losses, and estimated fair values of securities available for sale as of June 30, 2015 and December 31, 2014 are summarized as follows (dollars in thousands):

	Amortized		Gross Unrealized					Estimated
	Cost		Gains		(Losses)			Fair Value
June 30, 2015
U.S. government and agency securities	$	8,149	$	231	$	-		$	8,380
Obligations of states and political subdivisions		241,323		7,811		(1,493	)		247,641
Corporate bonds		75,551		67		(464	)		75,154
Mortgage-backed securities		539,665		9,094		(1,765	)		546,994
Other securities		10,181		28		(16	)		10,193
Total available for sale securities	$	874,869	$	17,231	$	(3,738	)	$	888,362

December 31, 2014
U.S. government and agency securities	$	8,313	$	166	$	(25	)	$	8,454
Obligations of states and political subdivisions		427,483		18,885		(721	)		445,647
Corporate bonds		78,744		244		(308	)		78,680
Mortgage-backed securities		550,716		9,411		(798	)		559,329
Other securities		9,979		31		(6	)		10,004
Total available for sale securities	$	1,075,235	$	28,737	$	(1,858	)	$	1,102,114

- 10 -

The following table shows the gross unrealized losses and fair value (in thousands) of the Company’s available for sale investments with unrealized losses that are not deemed to be other-than-temporarily impaired. These are aggregated by investment category and length of time that the individual securities have been in a continuous unrealized loss position.

	Less than 12 months					More than 12 months					Total
	Fair		Unrealized			Fair		Unrealized			Fair		Unrealized
	Value		Losses			Value		Losses			Value		Losses
June 30, 2015
Obligations of states and political subdivisions	$	46,361	$	(1,107	)	$	6,491	$	(386	)	$	52,852	$	(1,493	)
Mortgage-backed securities		175,493		(1,344	)		29,589		(421	)		205,082		(1,765	)
Corporate bonds and other securities		33,808		(201	)		23,470		(279	)		57,278		(480	)
Total available for sale	$	255,662	$	(2,652	)	$	59,550	$	(1,086	)	$	315,212	$	(3,738	)

December 31, 2014
U.S. government and agency securities	$	7,055	$	(25	)	$	-	$	-		$	7,055	$	(25	)
Obligations of states and political subdivisions		13,602		(93	)		42,514		(628	)		56,116		(721	)
Mortgage-backed securities		60,151		(362	)		49,581		(436	)		109,732		(798	)
Corporate bonds and other securities		43,923		(244	)		4,309		(70	)		48,232		(314	)
Total available for sale	$	124,731	$	(724	)	$	96,404	$	(1,134	)	$	221,135	$	(1,858	)

As of June 30, 2015, there were $59.6 million, or 24 issues, of individual available for sale securities that had been in a continuous loss position for more than 12 months. Additionally, these securities had an unrealized loss of $1.1 million and consisted of municipal obligations, mortgage-backed securities, and corporate bonds. As of December 31, 2014, there were $96.4 million, or 60 issues, of individual securities that had been in a continuous loss position for more than 12 months. Additionally, these securities had an unrealized loss of $1.1 million and consisted of municipal obligations, mortgage-backed securities, corporate bonds, and other securities. The Company has determined that these securities are temporarily impaired as of June 30, 2015 and December 31, 2014 for the reasons set out below:

U.S. Government agencies and corporations. The unrealized losses in this category of investments were caused by interest rate fluctuations. The contractual terms of the investments do not permit the issuer to settle the securities at a price less than the cost basis of each investment. Because the Company does not intend to sell any of the investments and the accounting standard of “more likely than not” has not been met for the Company to be required to sell any of these investments before recovery of its amortized cost basis, which may be maturity, the Company does not consider these investments to be other-than-temporarily impaired.

Mortgage-backed securities. This category’s unrealized losses are primarily the result of interest rate fluctuations. Since the decline in market value is attributable to changes in interest rates and not credit quality, the Company does not intend to sell the investments, and it is not more likely than not that the Company will be required to sell the investments before recovery of their amortized cost basis, which may be maturity, the Company does not consider those investments to be other-than-temporarily impaired. Also, the majority of the Company’s mortgage-backed securities are agency-backed securities, which have a government guarantee.

State and political subdivisions. This category’s unrealized losses are primarily the result of interest rate fluctuations and also a certain few ratings downgrades brought about by the impact of the economic downturn on states and political subdivisions. The contractual terms of the investments do not permit the issuer to settle the securities at a price less than the cost basis of each investment. Because the Company does not intend to sell any of the investments and the accounting standard of “more likely than not” has not been met for the Company to be required to sell any of the investments before recovery of its amortized cost basis, which may be maturity, the Company does not consider these investments to be other-than-temporarily impaired.

- 11 -

Corporate debt securities. The Company’s unrealized losses in corporate debt securities are related to both interest rate fluctuations and ratings downgrades for a limited number of securities. The majority of the securities remain investment grade and the Company’s analysis did not indicate the existence of a credit loss. The contractual terms of the investments do not permit the issuer to settle the securities at a price less than the cost basis of each investment. Because the Company does not intend to sell any of the investments before recovery of its amortized cost basis, which may be maturity, the Company does not consider these investments to be other-than-temporarily impaired.

The following table presents the amortized cost and estimated fair value of available for sale securities as of June 30, 2015 and December 31, 2014, by contractual maturity (dollars in thousands). Expected maturities may differ from contractual maturities because borrowers may have the right to call or prepay obligations with or without call or prepayment penalties.

	June 30, 2015				December 31, 2014
	Amortized		Estimated		Amortized		Estimated
	Cost		Fair Value		Cost		Fair Value
Due in one year or less	$	22,204	$	22,302	$	19,345	$	19,434
Due after one year through five years		57,278		58,826		41,545		43,070
Due after five years through ten years		234,339		239,495		306,900		314,044
Due after ten years		561,048		567,739		707,445		725,566
Total securities available for sale	$	874,869	$	888,362	$	1,075,235	$	1,102,114

The following table presents available for sale securities which were pledged to secure public deposits, repurchase agreements, and for other purposes as permitted or required by law as of June 30, 2015 and December 31, 2014 (dollars in thousands):

	June 30, 2015		December 31, 2014
	Fair Value		Fair Value
Public deposits	$	149,354	$	312,793
Repurchase agreements		125,731		51,842
Other purposes		32,087		32,360
Total pledged securities	$	307,172	$	396,995

Held to Maturity

During the second quarter of 2015, the Company transferred securities, which it intends and has the ability to hold until maturity, with a fair value of $201.8 million on the date of transfer, from securities available for sale to securities held to maturity. The Company transferred these securities to held to maturity to reduce the impact of price volatility on capital and in consideration of changes to the regulatory environment. The securities included net pre-tax unrealized gains of $8.1 million at the date of transfer with a remaining balance of $7.8 million as of June 30, 2015.

The Company reports securities held to maturity on the Consolidated Balance Sheets at carrying value. Carrying value is amortized cost which includes any unamortized unrealized gains and losses recognized in accumulated other comprehensive income prior to reclassifying the securities from securities available for sale to securities held to maturity. Investment securities transferred into the held to maturity category from the available for sale category are recorded at fair value at the date of transfer. The unrealized holding gain or loss at the date of transfer is retained in accumulated other comprehensive income and in the carrying value of the securities held to maturity. Such unrealized gains/(losses) are accreted over the remaining life of the security with no impact on future net income.

- 12 -

The carrying value, gross unrealized gains and losses, and estimated fair values of securities held to maturity as of June 30, 2015 are summarized as follows (dollars in thousands):

	Carrying		Gross Unrealized					Estimated
	Value ⁽¹⁾		Gains		(Losses)			Fair Value
June 30, 2015
Obligations of states and political subdivisions	$	201,072	$	2,127	$	(3,724	)	$	199,475

⁽¹⁾ The carrying value includes $7.8 million of unrealized gains and losses present at the time of transfer from available for securities, net of any accretion.

The following table shows the gross unrealized losses and fair value (in thousands) of the Company’s held to maturity investments with unrealized losses that are not deemed to be other-than-temporarily impaired. These are aggregated by investment category and length of time that the individual securities have been in a continuous unrealized loss position.

	Less than 12 months					More than 12 months					Total
	Fair		Unrealized			Fair		Unrealized			Fair		Unrealized
	Value		Losses			Value		Losses			Value		Losses
June 30, 2015
Obligations of states and political subdivisions	$	181,093	$	(3,680	)	$	4,209	$	(44	)	$	185,302	$	(3,724	)

As of June 30, 2015, there were $4.2 million, or 4 issues, of individual held to maturity securities that had been in a continuous loss position for more than 12 months. Additionally, these securities had an unrealized loss of $44,000 and consisted of municipal obligations. The Company has determined that these securities are temporarily impaired as of June 30, 2015, as the related unrealized losses are primarily the result of interest rate fluctuations.

The following table presents the amortized cost and estimated fair value of held to maturity securities as of June 30, 2015, by contractual maturity (dollars in thousands). Expected maturities may differ from contractual maturities because borrowers may have the right to call or prepay obligations with or without call or prepayment penalties.

	June 30, 2015
	Carrying		Estimated
	Value ⁽¹⁾		Fair Value
Due in one year or less	$	1,322	$	1,334
Due after one year through five years		5,268		5,276
Due after five years through ten years		31,977		31,709
Due after ten years		162,505		161,156
Total securities held to maturity	$	201,072	$	199,475

⁽¹⁾ The carrying value includes $7.8 million of unrealized gains and losses present at the time of transfer from available for securities, net of any accretion.

The following table presents held to maturity securities which were pledged to secure public deposits as permitted or required by law as of June 30, 2015 (dollars in thousands):

	June 30, 2015
	Fair
	Value
Public deposits	$	199,475
Total pledged securities	$	199,475

- 13 -

Restricted Stock, at cost

Due to restrictions placed upon the Bank’s common stock investment in the Federal Reserve Bank and FHLB, these securities have been classified as restricted equity securities and carried at cost. These restricted securities are not subject to the investment security classifications and are included as a separate line item on the Company’s Consolidated Balance Sheets. At June 30, 2015, the FHLB required the Bank to maintain stock in an amount equal to 4.25% of outstanding borrowings and a specific percentage of the Bank’s total assets. At December 31, 2014, the FHLB required the Bank to maintain stock in an amount equal to 4.5% of outstanding borrowings and a specific percentage of the Bank’s total assets. The Federal Reserve Bank required the Bank to maintain stock with a par value equal to 6% of its outstanding capital at both June 30, 2015 and December 31, 2014. Restricted equity securities consist of Federal Reserve Bank stock in the amount of $23.8 million for both June 30, 2015 and December 31, 2014 and FHLB stock in the amount of $26.4 million and $31.0 million as of June 30, 2015 and December 31, 2014, respectively.

Other-Than-Temporary-Impairment

During each quarter, the Company conducts an assessment of the securities portfolio for OTTI consideration. The assessment considers factors such as external credit ratings, delinquency coverage ratios, market price, management’s judgment, expectations of future performance, and relevant industry research and analysis. An impairment is other-than-temporary if any of the following conditions exist: the entity intends to sell the security; it is more likely than not that the entity will be required to sell the security before recovery of its amortized cost basis; or the entity does not expect to recover the security’s entire amortized cost basis (even if the entity does not intend to sell). If a credit loss exists, but an entity does not intend to sell the impaired debt security and is not more likely than not to be required to sell before recovery, the impairment is other-than-temporary and should be separated into a credit portion to be recognized in earnings and the remaining amount relating to all other factors recognized as other comprehensive loss. Based on the assessment for the quarter ended June 30, 2015, and in accordance with the guidance, no OTTI was recognized.

Realized Gains and Losses

The following table presents the gross realized gains and losses on the sale of securities available for sale and the proceeds from the sale of securities available for sale during the three and six months ended June 30, 2015 (dollars in thousands). The Company did not sell any investment securities that are held to maturity.

	Three months ended			Six months ended
	June 30, 2015			June 30, 2015
Realized gains (losses):
Gross realized gains	$	491		$	684
Gross realized losses		(87	)		(87	)
Net realized gains	$	404		$	597

	Three months ended			Six months ended
	June 30, 2014			June 30, 2014
Realized gains (losses):
Gross realized gains	$	432		$	464
Gross realized losses		(6	)		(9	)
Net realized gains	$	426		$	455

- 14 -

LOANS AND ALLOWANCE FOR LOAN LOSSES

Loans are stated at their face amount, net of deferred fees and costs, and consist of the following at June 30, 2015 and December 31, 2014 (dollars in thousands):

	June 30,		December 31,
	2015		2014
Commercial:
Commercial Construction	$	378,204	$	341,280
Commercial Real Estate - Owner Occupied		874,582		875,443
Commercial Real Estate - Non-Owner Occupied		1,569,306		1,509,159
Raw Land and Lots		201,630		211,225
Single Family Investment Real Estate		435,068		412,494
Commercial and Industrial		450,682		393,776
Other Commercial		90,556		81,106
Consumer:
Mortgage		470,707		478,151
Consumer Construction		65,105		74,168
Indirect Auto		208,195		199,411
Indirect Marine		42,306		43,190
HELOCs		488,891		500,579
Credit Card		26,349		24,225
Other Consumer		208,804		201,789
Total	$	5,510,385	$	5,345,996

The following table shows the aging of the Company’s loan portfolio, by class, at June 30, 2015 (dollars in thousands):

	30-59 Days Past Due		60-89 Days Past Due		Greater Than 90 Days and still Accruing		PCI		Nonaccrual		Current		Total Loans
Commercial:
Commercial Construction	$	-	$	-	$	126	$	2,921	$	1,907	$	373,250	$	378,204
Commercial Real Estate - Owner Occupied		169		341		705		29,838		3,625		839,904		874,582
Commercial Real Estate - Non-Owner Occupied		3,336		1,199		798		20,016		200		1,543,757		1,569,306
Raw Land and Lots		135		207		128		5,103		403		195,654		201,630
Single Family Investment Real Estate		487		232		515		15,504		782		417,548		435,068
Commercial and Industrial		1,727		285		509		3,025		1,074		444,062		450,682
Other Commercial		566		10		-		1,112		65		88,803		90,556
Consumer:
Mortgage		1,760		3,872		4,329		6,605		1,054		453,087		470,707
Consumer Construction		-		-		819		508		-		63,778		65,105
Indirect Auto		1,631		229		215		-		-		206,120		208,195
Indirect Marine		374		-		-		-		48		41,884		42,306
HELOCs		2,516		387		1,289		1,840		161		482,698		488,891
Credit Card		161		70		180		-		-		25,938		26,349
Other Consumer		2,285		612		1,290		1,369		202		203,046		208,804
Total	$	15,147	$	7,444	$	10,903	$	87,841	$	9,521	$	5,379,529	$	5,510,385

- 15 -

The following table shows the aging of the Company’s loan portfolio, by class, at December 31, 2014 (dollars in thousands):

	30-59 Days Past Due			60-89 Days Past Due			Greater Than 90 Days and still Accruing			PCI			Nonaccrual			Current			Total Loans
Commercial:
Commercial Construction		$	815		$	-		$	-		$	3,782		$	968		$	335,715		$	341,280
Commercial Real Estate - Owner Occupied			621			1,542			1,683			31,167			1,060			839,370			875,443
Commercial Real Estate - Non-Owner Occupied			3,984			237			91			28,869			5,902			1,470,076			1,509,159
Raw Land and Lots			145			44			194			7,427			2,359			201,056			211,225
Single Family Investment Real Estate			2,825			338			734			16,879			2,070			389,648			412,494
Commercial and Industrial			1,250			529			549			3,855			3,286			384,307			393,776
Other Commercial			42			2			-			2,256			74			78,732			81,106
Consumer:
Mortgage			12,851			4,300			4,095			7,394			2,485			447,026			478,151
Consumer Construction			120			-			844			516			-			72,688			74,168
Indirect Auto			1,593			263			317			-			-			197,238			199,411
Indirect Marine			150			-			-			-			201			42,839			43,190
HELOCs			3,082			955			820			2,000			258			493,464			500,579
Credit Card			232			108			219			-			-			23,666			24,225
Other Consumer			1,587			412			501			1,643			592			197,054			201,789
Total		$	29,297		$	8,730		$	10,047		$	105,788		$	19,255		$	5,172,879		$	5,345,996

The following table shows the PCI commercial and consumer loan portfolios, by class and their delinquency status, at June 30, 2015 (dollars in thousands):

	30-89 Days Past Due			Greater than 90 Days			Current			Total
Commercial:
Commercial Construction		$	-		$	609		$	2,312		$	2,921
Commercial Real Estate - Owner Occupied			1,029			1,484			27,325			29,838
Commercial Real Estate - Non-Owner Occupied			1,775			321			17,920			20,016
Raw Land and Lots			376			105			4,622			5,103
Single Family Investment Real Estate			425			686			14,393			15,504
Commercial and Industrial			226			68			2,731			3,025
Other Commercial			120			184			808			1,112
Consumer:
Mortgage			916			2,557			3,132			6,605
Consumer Construction			-			508			-			508
HELOCs			210			501			1,129			1,840
Other Consumer			48			152			1,169			1,369
Total		$	5,125		$	7,175		$	75,541		$	87,841

- 16 -

The following table shows the PCI commercial and consumer loan portfolios, by class and their delinquency status, at December 31, 2014 (dollars in thousands):

	30-89 Days Past Due			Greater than 90 Days			Current			Total
Commercial:
Commercial Construction		$	-		$	652		$	3,130		$	3,782
Commercial Real Estate - Owner Occupied			1,138			843			29,186			31,167
Commercial Real Estate - Non-Owner Occupied			523			1,255			27,091			28,869
Raw Land and Lots			522			-			6,905			7,427
Single Family Investment Real Estate			1,327			1,311			14,241			16,879
Commercial and Industrial			144			538			3,173			3,855
Other Commercial			107			1,133			1,016			2,256
Consumer:
Mortgage			1,975			2,866			2,553			7,394
Consumer Construction			-			516			-			516
HELOCs			356			728			916			2,000
Other Consumer			89			171			1,383			1,643
Total		$	6,181		$	10,013		$	89,594		$	105,788

- 17 -

The Company measures the amount of impairment by evaluating loans either in their collective homogeneous pools or individually. The following table shows the Company’s impaired loans, excluding PCI loans related to the StellarOne acquisition, by class at June 30, 2015 (dollars in thousands):

	Recorded Investment		Unpaid Principal Balance		Related Allowance		YTD Average Investment		Interest Income Recognized
Loans without a specific allowance
Commercial:
Commercial Construction	$	6,506	$	6,783	$	-	$	5,897	$	135
Commercial Real Estate - Owner Occupied		12,917		13,182		-		12,664		258
Commercial Real Estate - Non-Owner Occupied		12,566		12,882		-		12,880		317
Raw Land and Lots		39,679		39,887		-		40,698		1,179
Single Family Investment Real Estate		2,805		3,214		-		3,001		54
Commercial and Industrial		3,361		4,070		-		3,533		67
Other Commercial		923		928		-		954		28
Consumer:
Mortgage		1,568		1,582		-		1,580		29
Indirect Auto		-		4		-		1		-
HELOCs		779		911		-		856		10
Other Consumer		82		204		-		149		-
Total impaired loans without a specific allowance	$	81,186	$	83,647	$	-	$	82,213	$	2,077

Loans with a specific allowance
Commercial:
Commercial Construction	$	370	$	370	$	10	$	485	$	10
Commercial Real Estate - Owner Occupied		5,162		5,177		656		5,343		83
Commercial Real Estate - Non-Owner Occupied		937		937		81		932		27
Raw Land and Lots		717		717		19		760		17
Single Family Investment Real Estate		2,742		2,766		182		2,859		68
Commercial and Industrial		2,228		2,279		474		2,308		50
Other Commercial		469		490		41		507		11
Consumer:
Mortgage		1,395		1,448		29		1,425		6
Consumer Construction		376		376		33		378		9
Indirect Marine		48		149		1		54		-
Other Consumer		226		345		84		276		1
Total impaired loans with a specific allowance	$	14,670	$	15,054	$	1,610	$	15,327	$	282
Total impaired loans	$	95,856	$	98,701	$	1,610	$	97,540	$	2,359

- 18 -

The following table shows the Company’s impaired loans, by class, at December 31, 2014 (dollars in thousands):

	Recorded Investment		Unpaid Principal Balance		Related Allowance		YTD Average Investment		Interest Income Recognized
Loans without a specific allowance
Commercial:
Commercial Construction	$	5,281	$	5,367	$	-	$	5,755	$	165
Commercial Real Estate - Owner Occupied		15,722		16,430		-		16,774		737
Commercial Real Estate - Non-Owner Occupied		22,917		22,917		-		23,209		1,116
Raw Land and Lots		44,790		47,662		-		47,988		2,124
Single Family Investment Real Estate		4,197		4,881		-		6,534		170
Commercial and Industrial		4,453		7,933		-		5,070		121
Other Commercial		1,536		1,538		-		1,624		90
Consumer:
Mortgage		1,571		1,582		-		1,583		58
Indirect Auto		-		6		-		4		-
Indirect Marine		201		505		-		281		-
HELOCs		559		699		-		573		8
Other Consumer		89		208		-		107		-
Total impaired loans without a specific allowance	$	101,316	$	109,728	$	-	$	109,502	$	4,589

Loans with a specific allowance
Commercial:
Commercial Construction	$	570	$	570	$	51	$	506	$	13
Commercial Real Estate - Owner Occupied		5,951		5,999		355		5,946		280
Commercial Real Estate - Non-Owner Occupied		10,575		10,572		2,017		10,823		474
Raw Land and Lots		1,343		1,373		98		1,472		59
Single Family Investment Real Estate		4,125		4,144		562		4,293		159
Commercial and Industrial		2,938		3,009		582		3,125		138
Other Commercial		359		378		32		442		29
Consumer:
Mortgage		3,323		3,375		481		3,381		60
Consumer Construction		375		375		34		373		19
Indirect Marine		192		192		5		199		15
HELOCs		434		434		4		436		17
Other Consumer		679		706		310		686		19
Total impaired loans with a specific allowance	$	30,864	$	31,127	$	4,531	$	31,682	$	1,282
Total impaired loans	$	132,180	$	140,855	$	4,531	$	141,184	$	5,871

The Company considers TDRs to be impaired loans. A modification of a loan’s terms constitutes a TDR if the creditor grants a concession that it would not otherwise consider to the borrower for economic or legal reasons related to the borrower’s financial difficulties. TDRs totaled $22.1 million and $26.8 million as of June 30, 2015 and December 31, 2014, respectively. All loans that are considered to be TDRs are evaluated for impairment in accordance with the Company’s allowance for loan loss methodology and are included in the preceding impaired loan tables. For the quarter ended June 30, 2015, the recorded investment in restructured loans prior to modifications was not materially impacted by the modification.

- 19 -

The following table provides a summary, by class, of modified loans that continue to accrue interest under the terms of the restructuring agreement, which are considered to be performing, and modified loans that have been placed on nonaccrual status, which are considered to be nonperforming, as of June 30, 2015 and December 31, 2014 (dollars in thousands):

	June 30, 2015						December 31, 2014
	No. of Loans		Recorded Investment		Outstanding Commitment		No. of Loans		Recorded Investment		Outstanding Commitment
Performing
Commercial:
Commercial Construction		1	$	296	$	-		1	$	707	$	-
Commercial Real Estate - Owner Occupied		5		1,659		-		3		682		-
Commercial Real Estate - Non-Owner Occupied		3		2,448		-		3		3,362		-
Raw Land and Lots		5		13,995		-		9		14,777		-
Single Family Investment Real Estate		2		446		-		6		1,046		-
Commercial and Industrial		2		50		-		9		722		-
Other Commercial		2		213		-		1		191		-
Consumer:
Mortgage		6		740		-		7		1,244		-
Other Consumer		1		33		-		3		98		-
Total performing		27	$	19,880	$	-		42	$	22,829	$	-

Nonperforming
Commercial:
Commercial Construction		1	$	260	$	-		1	$	253	$	-
Commercial Real Estate - Owner Occupied		1		142		-		2		153		-
Commercial Real Estate - Non-Owner Occupied		1		200		-		1		539		-
Raw Land and Lots		1		34		-		2		1,053		-
Single Family Investment Real Estate		2		237		-		1		433		-
Commercial and Industrial		4		513		-		5		616		-
Other Commercial		1		65		-		1		74		-
Consumer:
Mortgage		2		756		-		2		770		-
Other Consumer		1		37		-		1		57		-
Total nonperforming		14	$	2,244	$	-		16	$	3,948	$	-

Total performing and nonperforming		41	$	22,124	$	-		58	$	26,777	$	-

The Company considers a default of a restructured loan to occur when the borrower is 90 days past due following the restructure or a foreclosure and repossession of the applicable collateral occurs. During the three and six months ended June 30, 2015, the Company did not identify any restructured loans that went into default that had been restructured in the twelve-month period prior to default. During the three and six months ended June 30, 2014, the Company identified one loan, totaling approximately $24,000, that went into default that had been restructured in the twelve-month period prior to the time of default. This loan was a mortgage loan which had a term modification at a market rate.

- 20 -

The following table shows, by class and modification type, TDRs that occurred during the three and six months ended June 30, 2015 (dollars in thousands):

	Three months ended				Six months ended
	June 30, 2015				June 30, 2015
	No. of Loans		Recorded Investment at Period End		No. of Loans		Recorded Investment at Period End
Term modification, at a market rate
Commercial:
Commercial Real Estate - Owner Occupied		1	$	120		1	$	120
Commercial and Industrial		-		-		1		18
Total loan term extended at a market rate		1	$	120		2	$	138

Term modification, below market rate
Commercial:
Commercial Real Estate - Owner Occupied		1	$	873		1	$	873
Total loan term extended at a below market rate		1	$	873		1	$	873

Total		2	$	993		3	$	1,011

The following table shows, by class and modification type, TDRs that occurred during the three and six months ended June 30, 2014 (dollars in thousands):

	Three months ended				Six months ended
	June 30, 2014				June 30, 2014
	No. of Loans		Recorded Investment at Period End		No. of Loans		Recorded Investment at Period End
Term modification, at a market rate
Commercial:
Single Family Investment Real Estate		-	$	-		1	$	111
Commercial and Industrial		1		35		1		35
Other Commercial		-		-		2		287
Total loan term extended at a market rate		1	$	35		4	$	433

Total		1	$	35		4	$	433

- 21 -

The following table shows the allowance for loan loss activity, balances for allowance for loan losses, and loan balances based on impairment methodology by portfolio segment for the six months ended and as of June 30, 2015. The table below includes the provision for loan losses. In addition, a $200,000 provision was recognized during the current quarter for unfunded loan commitments for which the reserves are recorded as a component of “Other Liabilities” on the Company’s Consolidated Balance Sheets. Allocation of a portion of the allowance to one category of loans does not preclude its availability to absorb losses in other categories (dollars in thousands):

	Commercial			Consumer			Total
Allowance for loan losses:
Balance, beginning of the year	$	22,352		$	10,032		$	32,384
Recoveries credited to allowance		897			799			1,696
Loans charged off		(5,248	)		(1,787	)		(7,035	)
Provision charged to operations		5,532			(233	)		5,299
Balance, end of period	$	23,533		$	8,811		$	32,344

Ending Balance, ALL:
Loans individually evaluated for impairment	$	1,463		$	147		$	1,610
Loans collectively evaluated for impairment		22,070			8,664			30,734
Loans acquired with deteriorated credit quality		-			-			-
Total	$	23,533		$	8,811		$	32,344

Ending Balance, Loans:
Loans individually evaluated for impairment	$	90,917		$	4,298		$	95,215
Loans collectively evaluated for impairment		3,831,592			1,495,737			5,327,329
Loans acquired with deteriorated credit quality		77,519			10,322			87,841
Total	$	4,000,028		$	1,510,357		$	5,510,385

The following table shows the allowance for loan loss activity, balances for allowance for loan losses, and loan balances based on impairment methodology by portfolio segment for the six months ended and as of June 30, 2014. Allocation of a portion of the allowance to one category of loans does not preclude its availability to absorb losses in other categories (dollars in thousands):

	Commercial			Consumer			Total
Allowance for loan losses:
Balance, beginning of the year	$	19,908		$	10,227		$	30,135
Recoveries credited to allowance		1,599			572			2,171
Loans charged off		(1,068	)		(1,359	)		(2,427	)
Provision charged to operations		204			1,296			1,500
Balance, end of period	$	20,643		$	10,736		$	31,379

Ending Balance, ALL:
Loans individually evaluated for impairment	$	2,117		$	399		$	2,516
Loans collectively evaluated for impairment		18,526			10,337			28,863
Loans acquired with deteriorated credit quality		-			-			-
Total	$	20,643		$	10,736		$	31,379

Ending Balance, Loans:
Loans individually evaluated for impairment	$	104,620		$	8,047		$	112,667
Loans collectively evaluated for impairment		3,482,781			1,506,514			4,989,295
Loans acquired with deteriorated credit quality		114,893			16,214			131,107
Total	$	3,702,294		$	1,530,775		$	5,233,069

- 22 -

The Company uses the past due status and delinquency trends as the primary credit quality indicator for the consumer loan portfolio segment while a risk rating system is utilized for commercial loans. Commercial loans are graded on a scale of 1 through 9. A general description of the characteristics of the risk grades follows:

Risk rated 1 loans have little or no risk and are generally secured by cash or cash equivalents;

Risk rated 2 loans have minimal risk to well qualified borrowers and no significant questions as to safety;

Risk rated 3 loans are satisfactory loans with strong borrowers and secondary sources of repayment;

Risk rated 4 loans are satisfactory loans with borrowers not as strong as risk rated 3 loans and may exhibit a greater degree of financial risk based on the type of business supporting the loan;

Risk rated 5 loans are watch loans that warrant more than the normal level of supervision and have the possibility of an event occurring that may weaken the borrower’s ability to repay;

Risk rated 6 loans have increasing potential weaknesses beyond those at which the loan originally was granted and if not addressed could lead to inadequately protecting the Company’s credit position;

Risk rated 7 loans are substandard loans and are inadequately protected by the current sound worth or paying capacity of the obligor or the collateral pledged; these have well defined weaknesses that jeopardize the liquidation of the debt with the distinct possibility the Company will sustain some loss if the deficiencies are not corrected;

Risk rated 8 loans are doubtful of collection and the possibility of loss is high but pending specific borrower plans for recovery, its classification as a loss is deferred until its more exact status is determined; and

Risk rated 9 loans are loss loans which are considered uncollectable and of such little value that their continuance as bankable assets is not warranted.

The following table shows the recorded investment in all loans, excluding PCI loans, in the commercial portfolios by class with their related risk rating current as of June 30, 2015 (dollars in thousands):

	1-3		4		5		6		7		8		Total
Commercial Construction	$	34,756	$	310,970	$	17,583	$	9,343	$	2,631	$	-	$	375,283
Commercial Real Estate - Owner Occupied		183,155		629,284		14,460		6,471		9,792		1,582		844,744
Commercial Real Estate - Non-Owner Occupied		407,562		1,081,215		22,487		24,523		13,503		-		1,549,290
Raw Land and Lots		11,696		132,386		9,814		16,359		26,272		-		196,527
Single Family Investment Real Estate		66,052		333,533		8,794		6,190		4,995		-		419,564
Commercial and Industrial		195,917		231,994		10,823		4,319		4,604		-		447,657
Other Commercial		45,749		38,475		2,917		911		1,392		-		89,444
Total	$	944,887	$	2,757,857	$	86,878	$	68,116	$	63,189	$	1,582	$	3,922,509

The following table shows the recorded investment in all loans, excluding PCI loans, in the commercial portfolios by class with their related risk rating current as of December 31, 2014 (dollars in thousands):

	1-3		4		5		6		7		8		Total
Commercial Construction	$	22,512	$	289,064	$	11,932	$	10,906	$	3,084	$	-	$	337,498
Commercial Real Estate - Owner Occupied		185,789		620,587		15,003		7,688		15,209		-		844,276
Commercial Real Estate - Non-Owner Occupied		356,263		1,041,515		22,358		28,388		31,766		-		1,480,290
Raw Land and Lots		11,162		128,281		16,803		4,783		42,769		-		203,798
Single Family Investment Real Estate		59,638		311,900		9,750		6,680		7,647		-		395,615
Commercial and Industrial		138,973		230,084		9,392		4,383		7,089		-		389,921
Other Commercial		31,571		40,913		3,818		844		1,704		-		78,850
Total	$	805,908	$	2,662,344	$	89,056	$	63,672	$	109,268	$	-	$	3,730,248

- 23 -

The following table shows the recorded investment in only PCI loans in the commercial portfolios by class with their related risk rating and credit quality indicator information current as of June 30, 2015 (dollars in thousands):

	4		5		6		7		8		Total
Commercial Construction	$	-	$	-	$	2,311	$	149	$	461	$	2,921
Commercial Real Estate - Owner Occupied		5,544		581		8,856		14,857		-		29,838
Commercial Real Estate - Non-Owner Occupied		5,070		3,801		7,648		3,497		-		20,016
Raw Land and Lots		1,511		533		1,938		1,121		-		5,103
Single Family Investment Real Estate		4,674		1,710		4,100		5,020		-		15,504
Commercial and Industrial		422		12		917		1,650		24		3,025
Other Commercial		91		-		476		545		-		1,112
Total	$	17,312	$	6,637	$	26,246	$	26,839	$	485	$	77,519

	4		5		6		7		8		Total
Commercial Construction	$	-	$	-	$	3,130	$	194	$	458	$	3,782
Commercial Real Estate - Owner Occupied		1,525		3,546		10,880		15,216		-		31,167
Commercial Real Estate - Non-Owner Occupied		2,837		934		18,736		6,362		-		28,869
Raw Land and Lots		1,564		189		3,148		2,526		-		7,427
Single Family Investment Real Estate		2,807		1,253		6,462		6,357		-		16,879
Commercial and Industrial		437		-		913		2,477		28		3,855
Other Commercial		-		-		510		1,746		-		2,256
Total	$	9,170	$	5,922	$	43,779	$	34,878	$	486	$	94,235

Loans acquired are originally recorded at fair value, with certain loans being identified as impaired at the date of purchase. The fair values were determined based on the credit quality of the portfolio, expected future cash flows, and timing of those expected future cash flows.

The following shows changes in the accretable yield for loans accounted for under ASC 310-30, Receivables – Loans and Debt Securities Acquired with Deteriorated Credit Quality, for the periods presented (dollars in thousands):

	For the Six Months ended June 30,
	2015			2014
Balance at beginning of period	$	28,956		$	2,980
Additions		-			34,653
Accretion		(3,106	)		(3,677	)
Reclass of nonaccretable difference due to improvement in expected cash flows		2,976			-
Other, net ⁽¹⁾		(4,784	)		(1,365	)
Balance at end of period	$	24,042		$	32,591

⁽¹⁾ This line item represents changes in the cash flows expected to be collected due to the impact of non-credit changes such as prepayment assumptions, changes in interest rates on variable rate PCI loans, and discounted payoffs that occurred in the quarter.

The carrying value of the Company’s PCI loan portfolio, accounted for under ASC 310-30, totaled $87.8 million at June 30, 2015 and $105.8 million at December 31, 2014. The outstanding balance of the Company’s PCI loan portfolio totaled $107.1 million at June 30, 2015 and $126.3 million at December 31, 2014. The carrying value of the Company’s acquired performing loan portfolio, accounted for under ASC 310-20, Receivables – Nonrefundable Fees and Other Costs, totaled $1.6 billion at June 30, 2015 and $1.8 billion at December 31, 2014; the remaining discount on these loans totaled $23.0 million at June 30, 2015 and $24.3 million at December 31, 2014, respectively.

- 24 -

INTANGIBLE ASSETS

The Company’s intangible assets consist of core deposits and goodwill arising from previous acquisitions. The Company has determined that core deposit intangibles have a finite life and amortizes them over their estimated useful life. Core deposit intangible assets are being amortized over the period of expected benefit, which ranges from 4 to 14 years, using an accelerated method. On January 1, 2014, the Company completed the acquisition of StellarOne and acquired intangible assets of $29.6 million and recorded $234.1 million of goodwill.

In accordance with ASC 350, Intangibles-Goodwill and Other, the Company reviews the carrying value of indefinite lived intangible assets at least annually or more frequently if certain impairment indicators exist. The Company performed its annual impairment testing in the second quarter of 2015 and determined that there was no impairment to its goodwill or intangible assets.

Information concerning intangible assets with a finite life is presented in the following table (dollars in thousands):

	Gross Carrying Value		Accumulated Amortization		Net Carrying Value
June 30, 2015
Amortizable core deposit intangibles	$	76,185	$	48,791	$	27,394

December 31, 2014
Amortizable core deposit intangibles	$	76,185	$	44,430	$	31,755

June 30, 2014
Amortizable core deposit intangibles	$	76,185	$	39,706	$	36,479

Amortization expense of core deposit intangibles for the three and six months ended June 30, 2015 totaled $2.1 million and $4.4 million, respectively; for the three and six months ended June 30, 2014 totaled $2.5 million and $5.1 million, respectively; and for the year ended December 31, 2014 was $9.8 million. As of June 30, 2015, the estimated remaining amortization expense of core deposit intangibles is as follows (dollars in thousands):

For the remaining six months of 2015	$	4,085
For the year ending December 31, 2016		6,932
For the year ending December 31, 2017		5,590
For the year ending December 31, 2018		4,144
For the year ending December 31, 2019		3,093
For the year ending December 31, 2020		2,027
Thereafter		1,523
Total estimated amortization expense	$	27,394

BORROWINGS

Short-term Borrowings

The Company classifies all borrowings that will mature within a year from the date on which the Company enters into them as short-term borrowings. Total short-term borrowings consist primarily of advances from the FHLB, federal funds purchased (which are secured overnight borrowings from other financial institutions), and other lines of credit. Also included in total short-term borrowings are securities sold under agreements to repurchase, which are secured transactions with customers and generally mature the day following the date sold. Total short-term borrowings consist of the following as of June 30, 2015 and December 31, 2014 (dollars in thousands):

- 25 -

	June 30,			December 31,
	2015			2014
Securities sold under agreements to repurchase	$	119,680		$	44,393
Other short-term borrowings		261,000			343,000
Total short-term borrowings	$	380,680		$	387,393

Maximum month-end outstanding balance	$	445,761		$	387,393
Average outstanding balance during the period		391,424			237,896
Average interest rate during the period		0.26	%		0.24	%
Average interest rate at end of period		0.25	%		0.31	%

Other short-term borrowings:
FHLB	$	255,000		$	335,000
Other lines of credit		6,000			8,000

The Bank maintains federal funds lines with several correspondent banks; the remaining available balance was $175.0 million and $150.0 million at June 30, 2015 and December 31, 2014, respectively. The Company has certain restrictive covenants related to certain asset quality, capital, and profitability metrics associated with these lines and is considered to be in compliance with these covenants. Additionally, the Company had a collateral dependent line of credit with the FHLB of up to $1.5 billion and $1.4 billion at June 30, 2015 and December 31, 2014, respectively.

Long-term Borrowings

In connection with two bank acquisitions prior to 2006, the Company issued trust preferred capital notes to fund the cash portion of those acquisitions, collectively totaling $58.5 million. In connection with the acquisition of StellarOne, the Company acquired trust preferred capital notes totaling $32.0 million with a remaining fair value discount of $7.1 million at June 30, 2015. The trust preferred capital notes currently qualify for Tier 1 capital of the Company for regulatory purposes.

	Principal		Investment⁽¹⁾		Spread to 3-Month LIBOR			Rate			Maturity
Trust Preferred Capital Note - Statutory Trust I	$	22,500,000	$	696,000		2.75	%		3.03	%	6/17/2034
Trust Preferred Capital Note - Statutory Trust II		36,000,000		1,114,000		1.40	%		1.68	%	6/15/2036
VFG Limited Liability Trust I Indenture		20,000,000		619,000		2.73	%		3.01	%	3/18/2034
FNB Statutory Trust II Indenture		12,000,000		372,000		3.10	%		3.38	%	6/26/2033
Total	$	90,500,000	$	2,801,000

(1) reported as “Other Assets” within the Consolidated Balance Sheets.

As part of a prior acquisition, the Company assumed subordinated debt with terms of LIBOR plus 1.45% and a maturity date of April 2016. At June 30, 2015, the carrying value of the subordinated debt was $17.5 million, with a remaining fair value discount of $408,000.

On August 23, 2012, the Company modified its fixed rate FHLB advances to floating rate advances, which resulted in reducing the Company’s FHLB borrowing costs. In connection with this modification, the Company incurred a prepayment penalty of $19.6 million on the original advances, which is included as a component of long-term borrowings in the Company’s Consolidated Balance Sheets. In accordance with ASC 470-50, Modifications and Extinguishments, the Company will amortize this prepayment penalty over the term of the modified advances using the effective rate method. The amortization expense is included as a component of interest expense on long-term borrowings in the Company’s Consolidated Statements of Income. Amortization expense for the three and six months ended June 30, 2015 and 2014 was $455,000 and $902,000 and $444,000 and $881,000, respectively.

In connection with the StellarOne acquisition, the Company assumed $70.0 million in long-term borrowings with the FHLB that had a remaining fair value premium of $1.6 million at June 30, 2015.

- 26 -

As of June 30, 2015, the Company had advances from the FHLB consisting of the following (dollars in thousands):

Long-term Type	Spread to 3-Month LIBOR		Interest Rate		Maturity Date	Advance Amount

Adjustable Rate Credit		0.44%		0.72%	8/23/2022	$	55,000
Adjustable Rate Credit		0.45%		0.74%	11/23/2022		65,000
Adjustable Rate Credit		0.45%		0.74%	11/23/2022		10,000
Adjustable Rate Credit		0.45%		0.74%	11/23/2022		10,000
Fixed Rate		-		3.62%	11/28/2017		10,000
Fixed Rate		-		3.44%	7/28/2015		10,000
Fixed Rate		-		3.75%	7/30/2018		5,000
Fixed Rate		-		3.97%	7/30/2018		5,000
Fixed Rate Hybrid		-		2.11%	10/5/2016		25,000
Fixed Rate Hybrid		-		0.91%	7/25/2016		15,000
						$	210,000

As of December 31, 2014, the Company had advances from the FHLB consisting of the following (dollars in thousands):

Long-term Type	Spread to 3-Month LIBOR		Interest Rate		Maturity Date	Advance Amount

Adjustable Rate Credit		0.44%		0.70%	8/23/2022	$	55,000
Adjustable Rate Credit		0.45%		0.71%	11/23/2022		65,000
Adjustable Rate Credit		0.45%		0.71%	11/23/2022		10,000
Adjustable Rate Credit		0.45%		0.71%	11/23/2022		10,000
Fixed Rate		-		3.62%	11/28/2017		10,000
Fixed Rate		-		3.44%	7/28/2015		10,000
Fixed Rate		-		3.75%	7/30/2018		5,000
Fixed Rate		-		3.97%	7/30/2018		5,000
Fixed Rate Hybrid		-		2.11%	10/5/2016		25,000
Fixed Rate Hybrid		-		0.91%	7/25/2016		15,000
						$	210,000

The carrying value of the loans and securities pledged as collateral for FHLB advances totaled $1.8 billion and $1.2 billion as of June 30, 2015 and December 31, 2014, respectively.

As of June 30, 2015, the contractual maturities of long-term debt are as follows for the years ending (dollars in thousands):

	Trust Preferred Capital Notes		Subordinated Debt		FHLB Advances		Fair Value Premium (Discount)			Prepayment Penalty			Total Long-term Borrowings
Remaining six months in 2015	$	-	$	-	$	10,000	$	25		$	(929	)	$	9,096
2016		-		17,500		40,000		271			(1,882	)		55,889
2017		-		-		10,000		170			(1,922	)		8,248
2018		-		-		10,000		(143	)		(1,970	)		7,887
2019		-		-		-		(286	)		(2,018	)		(2,304	)
2020		-		-		-		(301	)		(2,074	)		(2,375	)
Thereafter		93,301		-		140,000		(5,622	)		(3,826	)		223,853
Total Long-term borrowings	$	93,301	$	17,500	$	210,000	$	(5,886	)	$	(14,621	)	$	300,294

- 27 -

COMMITMENTS AND CONTINGENCIES

Litigation Matters

In the ordinary course of its operations, the Company and its subsidiaries are parties to various legal proceedings. Based on the information presently available, and after consultation with legal counsel, management believes that the ultimate outcome in such proceedings, in the aggregate, will not have a material adverse effect on the business, financial condition, or results of operations of the Company.

Financial Instruments with Off-Balance Sheet Risk

The Company is a party to financial instruments with off-balance sheet risk in the normal course of business to meet the financing needs of its customers and to reduce its own exposure to fluctuations in interest rates. These financial instruments include commitments to extend credit and standby letters of credit. These instruments involve elements of credit and interest rate risk in excess of the amount recognized in the Company’s Consolidated Balance Sheets. The contractual amounts of these instruments reflect the extent of the Company’s involvement in particular classes of financial instruments.

The Company’s exposure to credit loss in the event of nonperformance by the other party to the financial instruments for commitments to extend credit and letters of credit written is represented by the contractual amount of these instruments. The Company uses the same credit policies in making commitments and conditional obligations as it does for on-balance sheet instruments. Unless noted otherwise, the Company does not require collateral or other security to support off-balance sheet financial instruments with credit risk. The Company considers credit losses related to off-balance sheet commitments by undergoing a similar process in evaluating losses for loans that are carried on balance sheet. The Company considers historical loss rates, current economic conditions, risk ratings, and past due status among other factors in the consideration of whether credit losses are inherent in the Company’s off-balance sheet commitments to extend credit. The Company does not expect credit losses arising from off-balance sheet commitments to have a material adverse impact on the Company’s consolidated financial statements.

Commitments to extend credit are agreements to lend to customers as long as there are no violations of any conditions established in the contracts. Commitments generally have fixed expiration dates or other termination clauses and may require payment of a fee. Because many of the commitments may expire without being completely drawn upon, the total commitment amounts do not necessarily represent future cash requirements.

Letters of credit are conditional commitments issued by the Company to guarantee the performance of customers to third parties. The credit risk involved in issuing letters of credit is essentially the same as that involved in extending loans to customers.

UMG, a wholly owned subsidiary of the Bank, uses rate lock commitments and best efforts contracts during the origination process and for loans held for sale. These best efforts contracts are designed to mitigate UMG’s exposure to fluctuations in interest rates in connection with rate lock commitments and loans held for sale. The Company held approximately $2.7 million and $2.6 million in loans available for sale in which the related rate lock commitment had expired as of June 30, 2015 and December 31, 2014, respectively. At June 30, 2015 and December 31, 2014, the reserves associated with these loans held for sale were $102,000 and $104,000, respectively, and are reflected on the balance sheet of the mortgage segment.

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The following table presents the balances of commitments and contingencies (dollars in thousands):

	June 30,		December 31,
	2015		2014
Commitments with off-balance sheet risk:
Commitments to extend credit⁽¹⁾	$	1,498,272	$	1,601,287
Standby letters of credit		119,611		117,988
Mortgage loan rate lock commitments		74,848		49,552
Total commitments with off-balance sheet risk	$	1,692,731	$	1,768,827
Commitments with balance sheet risk:
Loans held for sale	$	39,450	$	42,519
Total other commitments	$	1,732,181	$	1,811,346

(1) Includes unfunded overdraft protection.

The Company must maintain a reserve against its deposits in accordance with Regulation D of the Federal Reserve Act. For the final weekly reporting period in the periods ended June 30, 2015 and December 31, 2014, the aggregate amount of daily average required reserves was approximately $47.9 million and $48.7 million, respectively.

The Company has approximately $25.4 million in deposits in other financial institutions, of which $9.5 million and $3.5 million serve as collateral for the cash flow hedges and loan swaps, respectively, as discussed in Note 8 “Derivatives”. The Company had approximately $11.3 million in deposits in other financial institutions that were uninsured at June 30, 2015. On an annual basis, the Company’s management evaluates the loss risk of its uninsured deposits in financial counterparties.

For asset/liability management purposes, the Company uses interest rate swap agreements to hedge various exposures or to modify the interest rate characteristics of various balance sheet accounts. See Note 8 “Derivatives” for additional information.

In the ordinary course of business, the Company records an indemnification reserve relating to mortgage loans previously sold based on historical statistics and loss rates; as of June 30, 2015 and December 31, 2014, the Company’s indemnification reserve for such mortgage loans was $447,000 and $662,000, respectively.

DERIVATIVES

The Company is exposed to economic risks arising from its business operations and uses derivatives primarily to manage risk associated with changing interest rates, and to assist customers with their risk management objectives. The Company designates its derivatives either as hedging instruments in a qualifying hedge accounting relationship (cash flow or fair value hedge) or as a free standing derivative such as interest rate lock commitments that do not qualify for hedge accounting. The Company uses interest rate derivatives to manage its exposure to interest rate movements and add stability to interest income and expense. The Company also enters into back-to-back loan swaps to assist customers in managing the risks due to changing interest rates.

Cash Flow Hedges

As part of its cash flow hedging strategy, the Company uses interest rate swap agreements to limit the variability of expected future cash flows (primarily associated with the Company’s variable rate borrowings) by exchanging a notional amount, equal to the principal amount of the borrowings, for fixed-rate interest based on benchmarked interest rates. As of June 30, 2015, the Company had 11 interest rate swaps designated as cash flow hedges with an aggregate notional amount of $263.0 million.

The Company has entered into three interest rate swap agreements (the “trust swaps”) to mitigate the variable interest rate risk related to the trust preferred capital notes further described in Note 6 “Borrowings.” The Company receives interest of LIBOR from a counterparty and pays a weighted average fixed rate of 2.77% to the same counterparty calculated on a notional amount of $68.0 million. The original terms of the trust swaps range from three to six years.

The Company has entered into four interest rate swap agreements (the “prime loan swaps”) to mitigate the variable interest rate risks of certain prime commercial loans. The Company receives a fixed interest rate ranging from 4.71% to 5.20% from the counterparty and pays interest based on the Wall Street Journal prime index, with a spread of up to 0.49%, to the same counterparty calculated on a notional amount of $55.0 million. One of the four prime loan swaps contains a floor rate of 4.00%. The original terms of the four prime loan swaps is six years with a fixed rate that started September 17, 2013.

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The Company has entered into four interest rate swap agreements (“FHLB advance swaps”) to mitigate variable interest rate risk on certain designated variable rate FHLB borrowings. The Company receives an interest rate based on the three month LIBOR from the counterparty and pays an interest rate ranging from 3.16% to 3.46% to the same counterparty calculated on a notional amount of $140.0 million. The FHLB advance swaps are deferred starting swaps with terms of six years and five years and effective dates of February 23, 2017 and February 23, 2018, respectively.

All swaps were entered into with counterparties that met the Company’s credit standards and the agreements contain collateral provisions protecting the at-risk party. The Company believes that the credit risk inherent in the contract is not significant. As of June 30, 2015, the Company had $9.5 million of cash pledged as collateral for the cash flow hedges and securities with a market value of $4.5 million pledged as collateral for the prime loan swaps and FHLB advance swaps.

Amounts receivable or payable are recognized as accrued under the terms of the agreements. In accordance with ASC 815, Derivatives and Hedging, the Company has designated the trust swaps, prime loan swaps, and FHLB advance swaps as cash flow hedges, with the effective portions of the derivatives’ unrealized gains or losses recorded as a component of other comprehensive income. The ineffective portions of the unrealized gains or losses, if any, would be recorded in interest income and interest expense in the Company’s Consolidated Statements of Income. The Company has assessed the effectiveness of each hedging relationship by comparing the changes in cash flows of the hedging instrument. Based on the Company’s assessment, its cash flow hedges are highly effective. At June 30, 2015, the fair value of the Company’s cash flow hedges was a net unrealized loss of $7.0 million, the amount the Company would have expected to pay if the contracts were terminated.

Shown below is a summary of the derivatives designated as cash flow hedges at June 30, 2015 and December 31, 2014 (dollars in thousands):

			Notional						Receive			Pay			Life
	Positions		Amount		Asset		Liability		Rate			Rate			(Years)
As of June 30, 2015
Pay fixed - receive floating interest rate swaps		7	$	208,000	$	-	$	7,810		0.28	%⁽¹⁾		2.77	%⁽¹⁾		1.63	⁽¹⁾

Receive fixed - pay floating interest rate swaps		4	$	55,000	$	859	$	-		4.93	%		3.55	%		4.22

(1) Due to their deferred nature, the rates and the life exclude the four FHLB advance swaps.

			Notional						Receive			Pay			Life
	Positions		Amount		Asset		Liability		Rate			Rate			(Years)
As of December 31, 2014
Pay fixed - receive floating interest rate swaps		7	$	208,000	$	-	$	8,433		0.26	%⁽¹⁾		2.77	%⁽¹⁾		2.12	⁽¹⁾

Receive fixed - pay floating interest rate swaps		4	$	55,000	$	580	$	-		4.93	%		3.55	%		4.72

(1) Due to their deferred nature, the rates and the life exclude the four FHLB advance swaps.

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Fair Value Hedge

During the normal course of business, the Company enters into interest rate swaps to convert certain long-term fixed-rate loans to floating rates to hedge the Company’s exposure to interest rate risk. The Company applies hedge accounting in accordance with ASC 815, and the fair value hedge and the underlying hedged item, attributable to the risk being hedged, are recorded at fair value with unrealized gains and losses being recorded in the Company’s Consolidated Statements of Income. The ineffective portions of the unrealized gains or losses, if any, would be recorded in interest income and interest expense in the Company’s Consolidated Statements of Income. The Company uses statistical regression analysis to assess hedge effectiveness, both at inception of the hedging relationship and on an ongoing basis. The regression analysis involves regressing the periodic change in fair value of the hedging instrument against the periodic changes in fair value of the asset being hedged due to changes in the hedged risk.

As of June 30, 2015, the Company had three swaps constituting fair value hedges, whereby the Company pays a fixed interest rate ranging from 3.23% to 3.53% to the counterparty and receives interest of one month LIBOR plus a spread of up to 2.13% from the same counterparty calculated on an aggregate notional amount of $53.6 million with terms ranging from 15 to 17 years. At December 31, 2014, the Company had one fair value hedge with an aggregate notional amount of $38.3 million. At June 30, 2015, the fair value of the Company’s fair value hedges was an unrealized gain of $542,000, the amount the Company would have expected to receive if the contract was terminated; the asset is reported in “Other Assets” in the Company’s Consolidated Balance Sheets. At June 30, 2015, the aggregate notional amount of the hedged items was $53.6 million with a fair value of ($483,000). At December 31, 2014, the Company had one hedged item with an aggregate notional amount of $38.3 million. The Company’s fair value hedges continue to be highly effective and had no material impact on the Company’s Consolidated Statements of Income.

Loan Swaps

During the normal course of business, the Company enters into interest rate swap loan relationships (“loan swaps”) with borrowers to meet their financing needs. Upon entering into the loan swaps, the Company enters into offsetting positions with counterparties in order to minimize interest rate risk. These back-to-back loan swaps qualify as financial derivatives with fair values as reported in “Other Assets” and “Other Liabilities” in the Company’s Consolidated Balance Sheets. As of June 30, 2015, the Company had cash and securities with a market value of $6.5 million pledged as collateral for the loan swaps.

Shown below is a summary regarding loan swap derivative activities at June 30, 2015 and December 31, 2014 (dollars in thousands):

			Notional						Receive			Pay			Life
	Positions		Amount		Asset		Liability		Rate			Rate			(Years)
As of June 30, 2015
Receive fixed - pay floating interest rate swaps		35	$	141,548	$	2,830	$	-		4.25	%		2.48	%		7.06
Pay fixed - receive floating interest rate swaps		35	$	141,548	$	-	$	2,830		2.48	%		4.25	%		7.06

			Notional						Receive			Pay			Life
	Positions		Amount		Asset		Liability		Rate			Rate			(Years)
As of December 31, 2014
Receive fixed - pay floating interest rate swaps		30	$	122,793	$	2,681	$	-		4.29	%		2.50	%		7.14
Pay fixed - receive floating interest rate swaps		30	$	122,793	$	-	$	2,681		2.50	%		4.29	%		7.14

Interest Rate Lock Commitments

During the normal course of business, the Company enters into commitments to originate mortgage loans whereby the interest rate on the loan is determined prior to funding (“rate lock commitments”). Rate lock commitments on mortgage loans that are intended to be sold are considered to be derivatives. The period of time between issuance of a loan commitment, closing, and sale of the loan generally ranges from 30 to 120 days. The Company protects itself from changes in interest rates through the use of best efforts forward delivery commitments, whereby the Company commits to sell a loan at the time the borrower commits to an interest rate with the intent that the buyer has assumed interest rate risk on the loan. The correlation between the rate lock commitments and the best efforts contracts is high due to their similarity.

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The market values of rate lock commitments and best efforts forward delivery commitments is not readily ascertainable with precision because rate lock commitments and best efforts contracts are not actively traded in stand-alone markets. The Company determines the fair value of rate lock commitments and best efforts contracts by measuring the change in the value of the underlying asset while taking into consideration the probability that the rate lock commitments will close. The fair value of the rate lock commitments as of June 30, 2015 was $344,000 and is reported as a component of “Other Assets” in the Company’s Consolidated Balance Sheets; the fair value of the Company’s best efforts forward delivery commitments was ($570,000) and is recorded as a component of “Other Liabilities” in the Company’s Consolidated Balance Sheets. Any impact to income is recorded in current period earnings as a component of “Gain on sale of mortgage loans, net of commissions” in the Company’s Consolidated Statements of Income. The aggregate notional amount of these derivatives was $74.8 million and $49.6 million at June 30, 2015 and December 31, 2014, respectively.

ACCUMULATED OTHER COMPREHENSIVE INCOME (LOSS)

The change in accumulated other comprehensive income (loss) for the three and six months ended June 30, 2015 is summarized as follows, net of tax (dollars in thousands):

	Unrealized Gains (Losses) on AFS Securities			Unrealized Gain for AFS Securities Transferred to HTM			Change in Fair Value of Cash Flow Hedge			Total
Balance - March 31, 2015	$	21,097		$	-		$	(6,402	)	$	14,695

Unrealized gain transferred from AFS to HTM		(5,251	)		5,251			-			-

Other comprehensive income (loss)		(6,845	)		(208	)		1,809			(5,244	)
Amounts reclassified from accumulated other comprehensive income		(263	)		-			41			(222	)
Net current period other comprehensive income (loss)		(7,108	)		(208	)		1,850			(5,466	)

Balance - June 30, 2015	$	8,738		$	5,043		$	(4,552	)	$	9,229

	Unrealized Gains (Losses) on AFS Securities			Unrealized Gain for AFS Securities Transferred to HTM			Change in Fair Value of Cash Flow Hedges			Total
Balance - December 31, 2014	$	17,439		$	-		$	(5,184	)	$	12,255

Unrealized gain transferred from AFS to HTM		(5,251	)		5,251			-			-

Other comprehensive income (loss)		(3,062	)		(208	)		319			(2,951	)
Amounts reclassified from accumulated other comprehensive income		(388	)		-			313			(75	)
Net current period other comprehensive income (loss)		(3,450	)		(208	)		632			(3,026	)

Balance - June 30, 2015	$	8,738		$	5,043		$	(4,552	)	$	9,229

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The change in accumulated other comprehensive income (loss) for the three and six months ended June 30, 2014 is summarized as follows, net of tax (dollars in thousands):

	Unrealized Gains (Losses) on AFS Securities			Change in Fair Value of Cash Flow Hedge			Total
Balance - March 31, 2014	$	7,486		$	(2,760	)	$	4,726

Other comprehensive income (loss)		6,733			(778	)		5,955
Amounts reclassified from accumulated other comprehensive income		(17	)		217			200
Net current period other comprehensive income (loss)		6,716			(561	)		6,155

Balance - June 30, 2014	$	14,202		$	(3,321	)	$	10,881

	Unrealized Gains (Losses) on AFS Securities			Change in Fair Value of Cash Flow Hedges			Total
Balance - December 31, 2013	$	1,192		$	(3,382	)	$	(2,190	)

Other comprehensive income (loss)		13,046			(203	)		12,843
Amounts reclassified from accumulated other comprehensive income		(36	)		264			228
Net current period other comprehensive income (loss)		13,010			61			13,071

Balance - June 30, 2014	$	14,202		$	(3,321	)	$	10,881

Reclassifications of unrealized gains (losses) on available for sale securities are reported in the Company’s Consolidated Statements of Income as “Gains on securities transactions, net” with the corresponding income tax effect being reflected as a component of income tax expense. The Company reported net gains of $404,000 and $597,000 for the three and six months ended June 30, 2015, respectively, related to the sale of securities. Excluding OTTI recovery of $400,000 in the second quarter of 2014, the Company reported net gains of $26,000 and $55,000 for the three and six months ended June 30, 2014, respectively, related to the sale of securities. The tax effect of these transactions during the three and six months ended June 30, 2015 and 2014 were $142,000 and $209,000 and $9,000 and $19,000, respectively, which amounts were included as a component of income tax expense.

Reclassifications of the change in fair value of cash flow hedges are reported in interest income and interest expense in the Company’s Consolidated Statements of Income with the corresponding income tax effect being reflected as a component of income tax expense. The Company reported net interest expense of $63,000 and $482,000 and $334,000 and $406,000 for the three and six months ended June 30, 2015 and 2014, respectively. The tax effect of these transactions during the three and six months ended June 30, 2015 and 2014 were $22,000 and $169,000 and $117,000 and $142,000, respectively, which amounts were included as a component of income tax expense.

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10.

FAIR VALUE MEASUREMENTS

The Company follows ASC 820, Fair Value Measurements and Disclosures, to record fair value adjustments to certain assets and liabilities and to determine fair value disclosures. This codification clarifies that fair value of certain assets and liabilities is an exit price, representing the amount that would be received to sell an asset or paid to transfer a liability in an orderly transaction between willing market participants.

ASC 820 specifies a hierarchy of valuation techniques based on whether the inputs to those valuation techniques are observable or unobservable. Observable inputs reflect market data obtained from independent sources, while unobservable inputs reflect the Company’s market assumptions. The three levels of the fair value hierarchy under ASC 820 based on these two types of inputs are as follows:

	Level 1		Valuation is based on quoted prices in active markets for identical assets and liabilities.

	Level 2		Valuation is based on observable inputs including quoted prices in active markets for similar assets and liabilities, quoted prices for identical or similar assets and liabilities in less active markets, and model-based valuation techniques for which significant assumptions can be derived primarily from or corroborated by observable data in the markets.

	Level 3		Valuation is based on model-based techniques that use one or more significant inputs or assumptions that are unobservable in the market. These unobservable inputs reflect the Company’s assumptions about what market participants would use and information that is reasonably available under the circumstances without undue cost and effort.

The following describes the valuation techniques used by the Company to measure certain financial assets and liabilities recorded at fair value on a recurring basis in the financial statements.

Derivative instruments

As discussed in Note 8 “Derivatives”, the Company records derivative instruments at fair value on a recurring basis. The Company utilizes derivative instruments as part of the management of interest rate risk to modify the re-pricing characteristics of certain portions of the Company’s interest-bearing assets and liabilities. The Company has contracted with a third party vendor to provide valuations for derivatives using standard valuation techniques and therefore classifies such valuations as Level 2. Third party valuations are validated by the Company using Bloomberg Valuation Service’s derivative pricing functions. The Company has considered counterparty credit risk in the valuation of its derivative assets and has considered its own credit risk in the valuation of its derivative liabilities.

During the ordinary course of business, the Company enters into interest rate lock commitments related to the origination of mortgage loans held for sale as well as best effort forward delivery commitments to mitigate interest rate risk; these instruments are recorded at estimated fair value based on the value of the underlying loan, which in turn is based on quoted prices for similar loans in the secondary market. However, this value is adjusted by a pull-through rate which considers the likelihood that the loan in a lock position will ultimately close. The pull-through rate is derived from the Company’s internal data and is adjusted using significant management judgment. The pull-through rate is largely dependent on the loan processing stage that a loan is currently in and the change in prevailing interest rates from the time of the rate lock. As such, interest rate lock commitments are classified as Level 3. An increase in the pull-through rate utilized in the fair value measurement of the interest rate lock commitment derivative will result in positive fair value adjustments while a decrease in the pull-through rate will result in a negative fair value adjustment. The Company’s weighted average pull-through rate was approximately 80% as of June 30, 2015 and approximately 90% as of December 31, 2014. As of June 30, 2015, the interest rate lock commitments are recorded as a component of “Other Assets” and the best effort forward delivery commitments are recorded as a component of “Other Liabilities” on the Company’s Consolidated Balance Sheets.

Securities available for sale

Securities available for sale are recorded at fair value on a recurring basis. Fair value measurement is based upon quoted market prices, when available (Level 1). If quoted market prices are not available, fair values are measured utilizing independent valuation techniques of identical or similar securities for which significant assumptions are derived primarily from or corroborated by observable market data (Level 2). If the inputs used to provide the evaluation for certain securities are unobservable and/or there is little, if any, market activity, then the security would fall to the lowest level of the hierarchy (Level 3).

- 34 -

The Company’s investment portfolio is primarily valued using fair value measurements that are considered to be Level 2. The Company has contracted with a third party portfolio accounting service vendor for valuation of its securities portfolio. The vendor’s primary source for security valuation is Interactive Data Corporation (“IDC”), which evaluates securities based on market data. IDC utilizes evaluated pricing models that vary by asset class and include available trade, bid, and other market information. Generally, the methodology includes broker quotes, proprietary models, vast descriptive terms and conditions databases, as well as extensive quality control programs.

The vendor utilizes proprietary valuation matrices for valuing all municipals securities. The initial curves for determining the price, movement, and yield relationships within the municipal matrices are derived from industry benchmark curves or sourced from a municipal trading desk. The securities are further broken down according to issuer, credit support, state of issuance, and rating to incorporate additional spreads to the industry benchmark curves.

The Company uses Bloomberg Valuation Service, an independent information source that draws on quantitative models and market data contributed from over 4,000 market participants, to validate third party valuations. Any material differences between valuation sources are researched by further analyzing the various inputs that are utilized by each pricing source. No material differences were identified during the validation as of June 30, 2015 and December 31, 2014.

The carrying value of restricted Federal Reserve Bank and FHLB stock approximates fair value based on the redemption provisions of each entity and is therefore excluded from the following table.

- 35 -

The following table presents the balances of financial assets and liabilities measured at fair value on a recurring basis at June 30, 2015 and December 31, 2014 (dollars in thousands):

	Fair Value Measurements at June 30, 2015 using
	Quoted Prices in Active Markets for Identical Assets		Significant Other Observable Inputs		Significant Unobservable Inputs
	Level 1		Level 2		Level 3		Balance
ASSETS
Securities available for sale:
U.S. government and agency securities	$	-	$	8,380	$	-	$	8,380
Obligations of states and political subdivisions		-		247,641		-		247,641
Corporate and other bonds		-		75,154		-		75,154
Mortgage-backed securities		-		546,994		-		546,994
Other securities		-		10,193		-		10,193
Derivatives:
Interest rate swap		-		2,830		-		2,830
Cash flow hedges		-		859		-		859
Interest rate lock commitments		-		-		344		344
Best effort forward delivery commitments		-		-		570		570

LIABILITIES
Derivatives:
Interest rate swap	$	-	$	2,830	$	-	$	2,830
Cash flow hedges		-		7,810		-		7,810

	Fair Value Measurements at December 31, 2014 using
	Quoted Prices in Active Markets for Identical Assets		Significant Other Observable Inputs		Significant Unobservable Inputs
	Level 1		Level 2		Level 3		Balance
ASSETS
Securities available for sale:
U.S. government and agency securities	$	-	$	8,454	$	-	$	8,454
Obligations of states and political subdivisions		-		445,647		-		445,647
Corporate bonds		-		78,680		-		78,680
Mortgage-backed securities		-		559,329		-		559,329
Other securities		-		10,004		-		10,004
Derivatives:
Interest rate swap		-		2,681		-		2,681
Cash flow hedges		-		580		-		580
Interest rate lock commitments		-		-		513		513

LIABILITIES
Derivatives:
Interest rate swap	$	-	$	2,681	$	-	$	2,681
Cash flow hedges		-		8,433		-		8,433

- 36 -

Certain assets are measured at fair value on a nonrecurring basis in accordance with U.S. GAAP. Adjustments to the fair value of these assets usually result from the application of lower-of-cost-or-market accounting or write-downs of individual assets.

The following describes the valuation techniques used by the Company to measure certain assets recorded at fair value on a nonrecurring basis in the financial statements.

Loans held for sale

Loans held for sale are carried at the lower of cost or market value. These loans currently consist of residential loans originated for sale in the secondary market. Fair value is based on the price secondary markets are currently offering for similar loans using observable market data which is not materially different than cost due to the short duration between origination and sale (Level 2). As such, the Company records any fair value adjustments on a nonrecurring basis. Nonrecurring fair value adjustments recorded on loans held for sale for the three and six months ended June 30, 2015 totaled $77,000 and $60,000, respectively, and for the three and six months ended June 30, 2014 totaled $42,000 and $86,000, respectively. Gains and losses on the sale of loans are recorded within the mortgage segment and are reported on a separate line item in the Company’s Consolidated Statements of Income.

Impaired loans

Loans are designated as impaired when, in the judgment of management based on current information and events, it is probable that all amounts due according to the contractual terms of the loan agreements will not be collected. The measurement of loss associated with impaired loans can be based on either the observable market price of the loan or the fair value of the collateral. Collateral dependent loans are reported at the fair value of the underlying collateral if repayment is solely from the underlying value of the collateral. Collateral may be in the form of real estate or business assets including equipment, inventory, and accounts receivable. The vast majority of the Company’s collateral is real estate. The value of real estate collateral is determined utilizing an income or market valuation approach based on an appraisal conducted by an independent, licensed appraiser using observable market data. When evaluating the fair value, management may discount the appraisal further if, based on their understanding of the market conditions, it is determined the collateral is further impaired below the appraised value (Level 3). The value of business equipment is based upon an outside appraisal, of one year or less, if deemed significant, or the net book value on the applicable business’s financial statements if not considered significant using observable market data. Likewise, values for inventory and accounts receivables collateral are based on financial statement balances or aging reports (Level 3). Collateral dependent impaired loans allocated to the allowance for loan losses are measured at fair value on a nonrecurring basis. Any fair value adjustments are recorded in the period incurred as provision for loan losses on the Company’s Consolidated Statements of Income.

Other real estate owned

OREO is evaluated for impairment at least quarterly by the Bank’s Special Asset Loan Committee and any necessary write downs to fair values are recorded as impairment and included as a component of noninterest expense. Fair values of OREO are carried at fair value less selling costs. Fair value is based upon independent market prices, appraised values of the collateral, or management’s estimation of the value of the collateral. When an appraised value is not available or management determines the fair value of the collateral is further impaired below the appraised value and there is no observable market price, the Company records the foreclosed asset as Level 3 valuation.

Total valuation expenses related to OREO properties for the three and six months ended June 30, 2015 totaled $710,000 and $1.3 million, respectively, and for the three and six months ended June 30, 2014 totaled $817,000 and $1.1 million, respectively.

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The following tables summarize the Company’s financial assets that were measured at fair value on a nonrecurring basis at June 30, 2015 and December 31, 2014 (dollars in thousands):

	Fair Value Measurements at June 30, 2015 using
	Quoted Prices in Active Markets for Identical Assets		Significant Other Observable Inputs		Significant Unobservable Inputs
	Level 1		Level 2		Level 3		Balance
ASSETS
Loans held for sale	$	-	$	39,450	$	-	$	39,450
Impaired loans		-		-		3,931		3,931
Other real estate owned		-		-		22,222		22,222

	Fair Value Measurements at December 31, 2014 using
	Quoted Prices in Active Markets for Identical Assets		Significant Other Observable Inputs		Significant Unobservable Inputs
	Level 1		Level 2		Level 3		Balance
ASSETS
Loans held for sale	$	-	$	42,519	$	-	$	42,519
Impaired loans		-		-		15,797		15,797
Other real estate owned		-		-		28,118		28,118

The following table displays quantitative information about Level 3 Fair Value Measurements at June 30, 2015 (dollars in thousands):

Fair Value Measurements at June 30, 2015

Fair Value

Valuation Technique(s)

Unobservable Inputs

Weighted
Average

ASSETS

Commercial Real Estate - Owner Occupied

2,315

Market comparables

Discount applied to market comparables ⁽¹⁾

Single Family Investment Real Estate

1,044

Market comparables

Discount applied to market comparables ⁽¹⁾

Other ⁽²⁾

572

Market comparables

Discount applied to market comparables ⁽¹⁾

Total Impaired Loans

3,931

Other real estate owned

22,222

Market comparables

Discount applied to market comparables ⁽¹⁾

Total

26,153

⁽¹⁾ A discount percentage (in addition to expected selling costs) is applied based on the age of independent appraisals, current market conditions, and experience within the local market.

⁽²⁾ The “Other” category of the impaired loans section consists of Other Commercial, Mortgage, Consumer Construction, Indirect Marine, and Other Consumer.

- 38 -

The following table displays quantitative information about Level 3 Fair Value Measurements at December 31, 2014 (dollars in thousands):

	Fair Value Measurements at December 31, 2014
	Fair Value		Valuation Technique(s)	Unobservable Inputs	Weighted Average
ASSETS
Commercial Real Estate - Owner Occupied	$	3,304	Market comparables	Discount applied to market comparables ⁽¹⁾		34	%
Commercial Real Estate - Non-Owner Occupied		7,828	Market comparables	Discount applied to market comparables ⁽¹⁾		1	%
Raw Land and Lots		431	Market comparables	Discount applied to market comparables ⁽¹⁾		16	%
Single Family Investment Real Estate		1,366	Market comparables	Discount applied to market comparables ⁽¹⁾		14	%
Commercial and Industrial		339	Market comparables	Discount applied to market comparables ⁽¹⁾		45	%
Other ⁽²⁾		2,529	Market comparables	Discount applied to market comparables ⁽¹⁾		6	%
Total Impaired Loans		15,797

Other real estate owned		28,118	Market comparables	Discount applied to market comparables ⁽¹⁾		32	%
Total	$	43,915

⁽¹⁾ A discount percentage (in addition to expected selling costs) is applied based on the age of independent appraisals, current market conditions, and experience within the local market.

⁽²⁾ The “Other” category of the impaired loans section consists of Other Commercial, Mortgage, Consumer Construction, Indirect Marine, HELOCs, and Other Consumer.

ASC 825, Financial Instruments, requires disclosure about fair value of financial instruments for interim periods and excludes certain financial instruments and all non-financial instruments from its disclosure requirements. Accordingly, the aggregate fair value amounts presented may not necessarily represent the underlying fair value of the Company.

Cash and cash equivalents

For those short-term instruments, the carrying amount is a reasonable estimate of fair value.

Held to Maturity Securities

The Company’s investment portfolio is primarily valued using fair value measurements that are considered to be Level 2. The Company has contracted with a third party portfolio accounting service vendor for valuation of its securities portfolio. The vendor’s primary source for security valuation is IDC, which evaluates securities based on market data. IDC utilizes evaluated pricing models that vary by asset class and include available trade, bid, and other market information. Generally, the methodology includes broker quotes, proprietary models, vast descriptive terms and conditions databases, as well as extensive quality control programs.

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Loans

The fair value of performing loans is estimated by discounting expected future cash flows using a yield curve that is constructed by adding a loan spread to a market yield curve. Loan spreads are based on spreads currently observed in the market for loans of similar type and structure. Fair value for impaired loans and their respective level within the fair value hierarchy, are described in the previous disclosure related to fair value measurements of assets that are measured on a nonrecurring basis.

Bank owned life insurance

The carrying value of bank owned life insurance approximates fair value. The Company records these policies at their cash surrender value, which is estimated using information provided by insurance carriers.

Deposits

The fair value of demand deposits, savings accounts, and certain money market deposits is the amount payable on demand at the reporting date. The fair value of certificates of deposit is estimated by discounting the future cash flows using the rates currently offered for deposits of similar remaining maturities.

Borrowings

The carrying value of the Company’s repurchase agreements is a reasonable estimate of fair value. Other borrowings are discounted using the current yield curve for the same type of borrowing. For borrowings with embedded optionality, a third party source is used to value the instrument. The Company validates all third party valuations for borrowings with optionality using Bloomberg’s derivative pricing functions.

Accrued interest

The carrying amounts of accrued interest approximate fair value.

Commitments to extend credit and standby letters of credit

The fair value of commitments is estimated using the fees currently charged to enter into similar agreements, taking into account the remaining terms of the agreements and the present creditworthiness of the counterparties. For fixed-rate loan commitments, fair value also considers the difference between current levels of interest rates and the committed rates. The fair value of letters of credit is based on fees currently charged for similar agreements or on the estimated cost to terminate them or otherwise settle the obligations with the counterparties at the reporting date. At June 30, 2015 and December 31, 2014, the fair value of loan commitments and standby letters of credit was immaterial.

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The carrying values and estimated fair values of the Company’s financial instruments at June 30, 2015 and December 31, 2014 are as follows (dollars in thousands):

			Fair Value Measurements at June 30, 2015 using
			Quoted Prices in Active Markets for Identical Assets		Significant Other Observable Inputs		Significant Unobservable Inputs		Total Fair Value
	Carrying Value		Level 1		Level 2		Level 3		Balance
ASSETS
Cash and cash equivalents	$	136,833	$	136,833	$	-	$	-	$	136,833
Securities available for sale		888,362		-		888,362		-		888,362
Held to maturity securities		201,072		-		199,475		-		199,475
Restricted stock		50,171		-		50,171		-		50,171
Loans held for sale		39,450		-		39,450		-		39,450
Net loans		5,478,041		-		-		5,497,910		5,497,910
Derivatives:
Interest rate lock commitments		344		-		-		344		344
Interest rate swap		2,830		-		2,830		-		2,830
Cash flow hedges		859		-		859		-		859
Best effort forward delivery commitments		570		-		-		570		570
Accrued interest receivable		21,840		-		21,840		-		21,840
Bank owned life insurance		141,284		-		141,284		-		141,284

LIABILITIES
Deposits	$	5,784,474	$	-	$	5,781,540	$	-	$	5,781,540
Borrowings		680,974		-		660,729		-		660,729
Accrued interest payable		1,749		-		1,749		-		1,749
Derivatives:
Interest rate swap		2,830		-		2,830		-		2,830
Cash flow hedges		7,810		-		7,810		-		7,810

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			Fair Value Measurements at December 31, 2014 using
			Quoted Prices in Active Markets for Identical Assets		Significant Other Observable Inputs		Significant Unobservable Inputs		Total Fair Value
	Carrying Value		Level 1		Level 2		Level 3		Balance
ASSETS
Cash and cash equivalents	$	133,260	$	133,260	$	-	$	-	$	133,260
Securities available for sale		1,102,114		-		1,102,114		-		1,102,114
Restricted stock		54,854		-		54,854		-		54,854
Loans held for sale		42,519		-		42,519		-		42,519
Net loans		5,313,612		-		-		5,340,759		5,340,759
Derivatives:
Interest rate lock commitments		513		-		-		513		513
Interest rate swap		2,681		-		2,681		-		2,681
Cash flow hedges		580		-		580		-		580
Accrued interest receivable		21,775		-		21,775		-		21,775
Bank owned life insurance		139,005		-		139,005		-		139,005

LIABILITIES
Deposits	$	5,638,770	$	-	$	5,637,929	$	-	$	5,637,929
Borrowings		686,935		-		666,224		-		666,224
Accrued interest payable		1,899		-		1,899		-		1,899
Derivatives:
Interest rate swap		2,681		-		2,681		-		2,681
Cash flow hedges		8,433		-		8,433		-		8,433

The Company assumes interest rate risk (the risk that general interest rate levels will change) as a result of its normal operations. As a result, the fair values of the Company’s financial instruments will change when interest rate levels change and that change may be either favorable or unfavorable to the Company. Management attempts to match maturities of assets and liabilities to the extent believed necessary to minimize interest rate risk. However, borrowers with fixed rate obligations are less likely to prepay in a rising rate environment and more likely to prepay in a falling rate environment. Conversely, depositors who are receiving fixed rates are more likely to withdraw funds before maturity in a rising rate environment and less likely to do so in a falling rate environment. Management monitors rates and maturities of assets and liabilities and attempts to minimize interest rate risk by adjusting terms of new loans and deposits and by investing in securities with terms that mitigate the Company’s overall interest rate risk.

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11.

STOCK-BASED COMPENSATION

The Company’s stock incentive plan provides for the granting of stock-based awards to key employees of the Company and its subsidiaries in the form of: (i) incentive stock options intended to comply with the requirements of Section 422 of the Internal Revenue Code of 1986 (“incentive stock options”); (ii) non-qualified stock options; (iii) restricted stock; and (iv) other stock-based awards. The Company issues new shares to satisfy stock-based awards. A stock option’s maximum term is ten years from the date of grant and the option price cannot be less than the fair market value of the stock on the grant date. No stock options have been granted since February 2012. Restricted stock and other stock-based awards typically vest in varying annual installments over a three- to five-year vesting schedule.

On January 29, 2015, the Company’s Board of Directors adopted, and shareholders approved, the Union Bankshares Corporation Stock and Incentive Plan (the “Amended and Restated SIP”), which amends and restates the former plan (the “2011 Plan”). The Amended and Restated SIP became effective on April 21, 2015 and the Company may grant awards under the amended plan until April 20, 2025. The Amended and Restated SIP amends the 2011 Plan to, among other things, increase the maximum number of shares of the Company’s common stock issuable under the plan from 1,000,000 to 2,500,000 and add non-employee directors of the Company and certain subsidiaries, as well as regional advisory boards, as potential participants in the plan. The increase in shares in the Amended and Restated SIP includes shares that had been granted previously under the 2011 Plan. As of June 30, 2015, there were 1,960,531 shares available in the Amended and Restated SIP.

For the three months ended June 30, 2015 and 2014, the Company recognized stock-based compensation expense (included in salaries and benefits expense) of approximately $13,000 and $180,000 ($27,000 and $144,000 net of tax), respectively. For the six months ended June 30, 2015 and 2014, the Company recognized stock-based compensation expense of approximately $403,000 and $554,000 ($308,000 and $414,000 net of tax), respectively. Stock-based compensation expense represents approximately $0.01 per common share for both the six months ended June 30, 2015 and 2014.

Stock Options

The following table summarizes the stock option activity for the six months ended June 30, 2015:

	Number of Stock Options			Weighted Average Exercise Price
Options outstanding, December 31, 2014		389,269		$	16.69
Exercised		(25,873	)		15.46
Expired, forfeited, or cancelled		(24,267	)		19.86
Options outstanding, June 30, 2015		339,129			16.55
Options exercisable, June 30, 2015		280,799			17.18

The fair value of each stock option grant is estimated on the date of grant using the Black-Scholes option valuation model. The model uses variables which include the historical dividend yield of the Company’s common stock, the average contractual life and vesting schedule of the option, the historic volatility of the Company’s common stock price, and the risk-free interest rate at the time the option was granted. Other than options that were assumed and converted upon completion of the StellarOne merger, the Company has not granted incentive compensation in the form of options since February 2012.

The following table summarizes information concerning stock options issued to the Company’s employees that are vested or are expected to vest and stock options exercisable as of June 30, 2015:

	Stock Options Vested or Expected to Vest		Exercisable
Stock options (number of shares)		339,151		280,799
Weighted average remaining contractual life in years		4.82		4.50
Weighted average exercise price on shares above water	$	14.30	$	14.48
Aggregate intrinsic value	$	2,550,311	$	1,989,870

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Restricted Stock

The Amended and Restated SIP permits the granting of restricted stock awards. This equity component of compensation can be in the form of restricted stock awards or restricted stock units with time-based vesting. Performance share units can also be granted with vesting based on achieving certain performance metrics or other market-based conditions such as total shareholder return relative to a peer group. Generally, restricted stock awards vest 50% on each of the third and fourth anniversaries from the date of the grant; performance and market-based awards typically vest on the third anniversary from the date of grant subject to meeting the specified performance criteria. All grants of restricted stock are subject to approval by the Company’s Compensation Committee at its sole discretion. The value of a restricted stock award is calculated by multiplying the fair market value of the Company’s common stock on the grant date by the number of shares awarded. Market-based awards are valued at the grant date using the Monte Carlo simulation method. Recipients of time-based restricted stock awards have the right to vote their non-vested shares and to receive, if declared and paid by the Company, any cash or stock dividends. Recipients of performance share units do not have the right to vote their non-vested units, and do not receive cash or stock dividends. Non-vested shares of restricted stock are included in the computation of basic earnings per share. The following table summarizes the restricted stock activity for the six months ended June 30, 2015:

	Number of Shares of Restricted Stock			Weighted Average Grant- Date Fair Value
Balance, December 31, 2014		287,120		$	20.07
Granted		122,995			22.01
Net settle for taxes		(10,352	)		21.61
Vested		(30,401	)		16.08
Forfeited		(12,396	)		19.82
Balance, June 30, 2015		356,966			21.21

The estimated unamortized compensation expense, net of estimated forfeitures, related to nonvested stock and stock options issued and outstanding as of June 30, 2015 that will be recognized in future periods is as follows (dollars in thousands):

	Stock Options		Restricted Stock		Total
For the remaining six months of 2015	$	97	$	1,662	$	1,759
For year ending December 31, 2016		120		1,845		1,965
For year ending December 31, 2017		14		1,110		1,124
For year ending December 31, 2018		-		496		496
For year ending December 31, 2019		-		71		71
Total	$	231	$	5,184	$	5,415

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12.

EARNINGS PER SHARE

Basic EPS is computed by dividing net income available to common stockholders by the weighted average number of common shares outstanding during the period. Diluted EPS is computed using the weighted average number of common shares outstanding during the period, including the effect of dilutive potential common shares outstanding attributable to stock awards.

There were approximately 53,625 and 160,768 shares underlying anti-dilutive awards for the three months ended June 30, 2015 and 2014, respectively, and there were approximately 56,151 and 134,785 shares underlying anti-dilutive awards for the six months ended June 30, 2015 and 2014, respectively. Anti-dilutive awards were excluded from the calculation of diluted EPS.

The following is a reconciliation of the denominators of the basic and diluted EPS computations for the three and six months ended June 30, 2015 and 2014 (in thousands except per share data):

	Net Income Available to Common Shareholders (Numerator)		Weighted Average Common Shares (Denominator)		Per Share Amount
For the three months ended June 30, 2015
Net income, basic	$	15,348		45,129	$	0.34
Add: potentially dilutive common shares - stock awards		-		81		-
Diluted	$	15,348		45,210	$	0.34

For the three months ended June 30, 2014
Net income, basic	$	14,673		46,195	$	0.32
Add: potentially dilutive common shares - stock awards		-		102		-
Diluted	$	14,673		46,297	$	0.32

For the six months ended June 30, 2015
Net income, basic	$	31,049		45,117	$	0.69