News Column

CENTERSTATE BANKS, INC. - 10-Q - : MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

August 5, 2014

(All dollar amounts presented herein are in thousands, except per share data,

or unless otherwise noted.)



COMPARISON OF BALANCE SHEETS AT JUNE 30, 2014 AND DECEMBER 31, 2013

Overview

Our total assets and liabilities increased between year end 2013 and June 30, 2014 primarily due to the January 17, 2014 acquisition of Gulfstream Bancshares, Inc. and its banking subsidiary, Gulfstream Business Bank (collectively "Gulfstream") and our June 1, 2014 acquisition of First Southern Bancorp, Inc. and its banking subsidiary, First Southern Bank (collectively "FSB"). The Gulfstream acquisition added approximately $585,260 of assets and $503,220 of liabilities to our consolidated balance sheet as of the acquisition date. We issued approximately 5.2 million common shares and acquired the outstanding options pursuant to the Gulfstream acquisition agreement which added approximately $56,767 to our consolidated shareholders' equity at the transaction date. Gulfstream's core processing system was converted to our core system on February 14, 2014. The FSB acquisition added approximately $1,052,230 of assets and $856,826 of liabilities to our consolidated balance sheet as of the acquisition date. We issued approximately 9.5 million common shares which added approximately $100,639 to our consolidated shareholders' equity at the transaction date. On June 4, 2014 we entered into an agreement to sell five of the 17 branch offices we acquired from FSB and approximately $200 million of deposits, which includes the closing of a sixth branch office that was leased. Of the 17 branch offices acquired from FSB, our plan was to consolidate and close 10, and operate the remaining 7 as CenterState branches. The 6 branches sold or closed were included in the 10. The sale and closing of the branches is expected to close in September 2014. The consolidation and closing of the remaining 4 (total of 10 branches to be sold or closed) is also expected to occur on September 19, 2014, the date scheduled for the conversion of FSB's core processing system into our core processing system.



These changes are discussed and analyzed below and on the following pages.

Federal funds sold and Federal Reserve Bank deposits

Federal funds sold and Federal Reserve Bank deposits were $490,966 at June 30, 2014 (approximately 12.6% of total assets) as compared to $153,308 at December 31, 2013 (approximately 6.3% of total assets). We use our available-for-sale securities portfolio, as well as federal funds sold and Federal Reserve Bank deposits for liquidity management and for investment yields. These accounts, as a group, will fluctuate as a function of loans outstanding, and to some degree the amount of correspondent bank deposits (i.e. federal funds purchased) outstanding. We are holding more liquidity than we historically do in anticipation of transferring about $185,000 of cash to the buyer of our FSB branches and deposits referred to above in September 2014. 44



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Investment securities available for sale

Securities available-for-sale, consisting primarily of U.S. government sponsored enterprises and municipal tax exempt securities, were $542,149 at June 30, 2014 (approximately 13.9% of total assets) compared to $457,086 at December 31, 2013 (approximately 18.9% of total assets), an increase of $85,063 or 18.6%. We use our available-for-sale securities portfolio, as well as federal funds sold and Federal Reserve Bank deposits for liquidity management and for investment yields. These accounts, as a group, will fluctuate as a function of loans outstanding as discussed above, under the caption "Federal funds sold and Federal Reserve Bank deposits." Our securities are carried at fair value. We classify our securities as "available-for-sale" to provide for greater flexibility to respond to changes in interest rates as well as future liquidity needs. Trading securities We also have a trading securities portfolio. Realized and unrealized gains and losses are included in trading securities revenue, a component of our non interest income, in our Condensed Consolidated Statement of Earnings and Comprehensive Income. Securities purchased for this portfolio have primarily been various municipal securities. We held $89 in our trading securities portfolio as of June 30, 2014. A list of the activity in this portfolio is summarized below. six month six month period ended period ended June 30, 2014 June 30, 2013 Beginning balance $ - $ 5,048 Purchases 65,234 129,249 Proceeds from sales (65,214 ) (134,428 ) Net realized gain on sales 69 131 Ending balance $ 89 $ -



Loans held for sale

We also have a loans held for sale portfolio, whereby we originate single family home loans and sell those mortgages into the secondary market, servicing released. These loans are recorded at the lower of cost or market. Gains and losses on the sale of loans held for sale are included as a component of non interest income in our Condensed Consolidated Statement of Earnings and Comprehensive Income. A list of the activity in this portfolio is summarized below. six month six month period ended period ended June 30, 2014 June 30, 2013 Beginning balance $ 1,010 $ 2,709 Acquired from Gulfstream 247 - Loans originated 10,991 10,887 Proceeds from sales (10,835 ) (12,006 ) Net realized gain on sales 183 170 Ending balance $ 1,596 $ 1,760 Loans Lending-related income is the most important component of our net interest income and is a major contributor to profitability. The loan portfolio is the largest component of earning assets, and it therefore generates the largest portion of revenues. The absolute volume of loans and the volume of loans as a percentage of earning assets is an important determinant of net interest margin as loans are expected to produce higher yields than securities and other earning assets. Average loans during the six months 45



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ended June 30, 2014, were $1,887,253 or 69.9% of average earning assets, as compared to $1,420,367, or 70.0% of average earning assets, for the six month period ending June 30, 2013. Total loans at June 30, 2014 and December 31, 2013 were $2,396,019 and $1,474,179, respectively. This represents a loan to total asset ratio of 61.4% and 61.0% and a loan to deposit ratio of 72.4% and 71.7%, at June 30, 2014 and December 31, 2013, respectively.



PCI loans

At June 30, 2014, we have total Purchased Credit Impaired ("PCI") loans of $353,870 of which approximately $307,931 are covered by FDIC loss share agreements. Of the $307,931FDIC covered loans, $207,350 relate to our acquisitions of three failed financial institutions during the third quarter of 2010 and two during the first quarter of 2012. The FDIC is generally obligated to reimburse us for 80% of losses beginning with the first dollar of loss. We acquired the remaining $100,581 of covered PCI loans pursuant to our June 1, 2014 acquisition of FSB. FSB had previously acquired two failed financial institutions with FDIC loss sharing agreements. Those agreements transferred to us as part of the acquisition transaction. These loss share agreements were similar to ours except that the reimbursable loss percentages vary based on certain amounts of losses incurred. See page 47 for a summary of loss share tranches with their respective coverage percentage loss limits. In addition to FDIC covered loans, we have $45,939 of PCI loans without loss share that we acquired from our January 17, 2014 acquisition of Gulfstream, our June 1, 2014 acquisition of FSB and certain loans acquired from our five acquisitions of failed financial institutions that are not covered by loss share agreements. The table below summarizes our PCI loans at June 30, 2014. covered by FDIC loss share- 80% of losses reimbursable beginning $ 207,350 with first dollar of loss covered by FDIC loss share- range of 0% to 75% - see page 47 for 100,581 summary of tranches 45,939 not covered by FDIC loss share agreements $ 353,870 total PCI loans at June 30, 2014 Non-PCI loans At June 30, 2014, we have total Non-PCI loans of $2,042,149 of which approximately $43,441 are covered by FDIC loss share agreements. The covered loans were acquired from our June 1, 2014 acquisition of FSB and the related transfer of their FDIC loss share agreements to us. Total new loans originated during the six month period ended June 30, 2014 approximated $176 million, of which $138 million were funded. The weighted average interest rate on funded loans was approximately 4.47%. The graph below summarizes total loan production and funded loan production over the past ten quarters.



[[Image Removed: LOGO]]

In addition to the increase in production between sequential quarters, our loan origination pipeline increased from $140 million at March 31, 2014 to approximately $238 million at June 30, 2014.

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With the acquisition of FSB and assumption of its FDIC loss share agreements we now have FDIC covered loans in our PCI portfolio and our non PCI portfolio. The table below summarizes our FDIC covered loans by PCI and Non-PCI portfolios at June 30, 2014. PCI loans Non-PCI Total loans FDIC covered $ 307,931$ 43,441$ 351,372 not covered 45,939 1,998,708 2,044,647 Total $ 353,870$ 2,042,149$ 2,396,019 At June 30, 2014, $144,022 of the $351,372FDIC covered loans was acquired pursuant to our acquisition of FSB and the related assumption of FSB's loss share agreements with the FDIC. These loss share agreements are similar to our current FDIC agreements except that the reimbursable loss percentages vary based on certain amounts of losses incurred. The following table summarizes the loss share tranches with their respective coverage percentage loss limits. Haven Trust Bank of Florida Single Family Residential Loans Non-Single Family Residential Loans loss share loss share range of losses percentage range of losses percentage 1st Tranche $0 - $1,292 70 % $0 - $28,574 70 % 2nd Tranche $1,293 - $1,878 0 % $28,575 - $38,169 0 % 3rd Tranche $1,879 - unlimited 70 % $38,170 - unlimited 70 % First



Commercial Bank of Florida

Single Family Residential Loans Non-Single Family Residential Loans loss share loss share range of losses percentage range of losses percentage 1st Tranche $0 - $5,905 70 % $0 - $95,792 70 % 2nd Tranche $5,906 - $9,902 30 % $95,793 - $160,396 30 % 3rd Tranche $9,903 - unlimited 75 % $160,397 - unlimited 75 % As of the last loss certificate filed, the Company is in the following loss share Tranche: Haven Trust Bank of Florida First Commercial Bank of Florida Current Tranche (1)



Remaining (2) Current Tranche (1) Remaining (2) Single Family Residential Loans

1st Tranche (70 %) $ 500 3rd Tranche (75 %) unlimited Non-Single Family Residential Loans 2nd Tranche (0 %) $ 8,900 2nd Tranche (30 %) $ 29,000



note 1: The current Tranche as of the last loss share certificate filed with the FDIC and the related loss share percentage.

note 2: The approximate amount of losses eligible for reimbursement remaining in the current Tranche.

Loan concentrations are considered to exist where there are amounts loaned to multiple borrowers engaged in similar activities, which collectively could be similarly impacted by economic or other conditions and when the total of such amounts would exceed 25% of total capital. Due to the lack of diversified industry and the relative proximity of markets served, the Company has concentrations in geographic as well as in types of loans funded. Total loans at June 30, 2014 are equal to $2,396,019. Of this amount, approximately 86.6% are collateralized by real estate, 11.0% are commercial non real estate loans and the remaining 2.4% are consumer and other non real estate loans. We have approximately $682,298 of single family residential loans which represents about 29% of our total loan portfolio. Our largest category of loans is commercial real estate which represents approximately 54% of our total loan portfolio. 47



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The following table sets forth information concerning the loan portfolio by collateral types as of the dates indicated.

June 30, 2014 Dec 31, 2013 Total loans, excluding PCI loans Real estate loans Residential $ 563,293$ 458,331 Commercial 1,091,660 528,710 Land, development and construction 78,444 62,503 Total real estate 1,733,397 1,049,544 Commercial 251,741 143,263 Consumer and other loans 56,191 49,547 Loans before unearned fees and deferred cost 2,041,329 1,242,354 Net unearned fees and costs 820 404 Total loans, excluding PCI loans 2,042,149 1,242,758 Total PCI loans (note 1) Real estate loans Residential 119,005 120,030 Commercial 195,157 100,012 Land, development and construction 27,885 6,381 Total real estate 342,047 226,423 Commercial 10,759 3,850 Consumer and other loans 1,064 1,148 Total PCI loans 353,870 231,421 Total loans 2,396,019 1,474,179



Allowance for loan losses for loans that are not PCI loans

(18,240 ) (19,694 ) Allowance for loan losses for PCI loans (960 ) (760 ) Total loans, net of allowance for loan losses $ 2,376,819



$ 1,453,725

note 1: PCI accounted for pursuant to ASC Topic 310-30.

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Included in our total loans listed above, are loans covered by FDIC loss share agreements. The following table sets forth information concerning the loan portfolio by collateral types which are covered by FDIC loss sharing agreements.

June 30, 2014 Dec 31, 2013 FDIC covered loans that are not PCI loans Real estate loans Residential $ 6,457 $ - Commercial 35,668 - Land, development and construction 857 - Total real estate 42,982 - Commercial 459 - Consumer and other loans - - FDIC covered loans, excluding PCI loans 43,441 - FDIC covered PCI loans (note 1) Real estate loans Residential 115,306 120,030 Commercial 166,932 100,012 Land, development and construction 20,509 6,381 Total real estate 302,747 226,423 Commercial 5,184 3,850 Consumer and other loans - - Total FDIC covered PCI loans 307,931 230,273 Total FDIC covered loans 351,372 230,273 Allowance for loan losses for FDIC covered loans that are not PCI loans - - Allowance for loans losses for FDIC covered PCI loans (960 )



(760 )

Total covered loans, net of allowance for loan losses $ 350,412$ 229,513



note 1: PCI loans are accounted for pursuant to ASC Topic 310-30.

Credit quality and allowance for loan losses

We maintain an allowance for loan losses that we believe is adequate to absorb probable losses incurred in our loan portfolio.

The allowance consists of three components. The first component is an allocation for impaired loans, as defined by generally accepted accounting principles. Impaired loans are those loans whereby management has arrived at a determination that the Company will not be repaid according to the original terms of the loan agreement. Each of these loans is required to have a written analysis supporting the amount of specific allowance allocated to the particular loan, if any. That is to say, a loan may be impaired (i.e., not expected to be repaid as agreed), but may be sufficiently collateralized such that we expect to recover all principal and interest eventually, and therefore no specific allowance is warranted. Commercial, commercial real estate, land, land development and construction loans in excess of $500 are monitored and evaluated for impairment on an individual loan basis. Commercial, commercial real estate, land, land development and construction loans less than $500 are evaluated for impairment on a pool basis. All consumer and single family residential loans are evaluated for impairment on a pool basis. 49



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On at least a quarterly basis, management reviews each impaired loan to determine whether it should have a specific reserve or partial charge-off. Management relies on appraisals to help make this determination. Updated appraisals are obtained for collateral dependent loans when a loan is scheduled for renewal or refinance. In addition, if the classification of the loan is downgraded to substandard, identified as impaired, or placed on non accrual status (collectively "Problem Loans"), an updated appraisal is obtained if the loan amount is greater than $500 and individually evaluated for impairment. After an updated appraisal is obtained for a Problem Loan, as described above, an additional updated appraisal will be obtained on at least an annual basis. Thus, current appraisals for Problem Loans in excess of $500 will not be older than one year. After the initial updated appraisal is obtained for a Problem Loan and before its next annual appraisal update is due, management considers the need for a downward adjustment to the current appraisal amount to reflect current market conditions, based on management's analysis, judgment and experience. In an extremely volatile market, we may update the appraisal prior to the one year anniversary date. The second component is a general allowance on all of the Company's loans other than PCI loans and those identified as impaired. The general component covers non-impaired loans and is based on historical loss experience adjusted for current factors. The historical loss experience is determined by portfolio segment and is based on the actual loss history experienced by the Company over the most recent two years. The portfolio segments identified by the Company are residential loans, commercial real estate loans, construction and land development loans, commercial and industrial and consumer and other. This actual loss experience is supplemented with other economic factors based on the risks present for each portfolio segment. These economic, or qualitative, factors include consideration of the following: levels of and trends in delinquencies and impaired loans; levels of and trends in charge-offs and recoveries; trends in volume and terms of loans; effects of any changes in risk selection and underwriting standards; other changes in lending policies, procedures, and practices; experience, ability, and depth of lending management and other relevant staff; national and local economic trends and conditions; industry conditions; and effects of changes in credit concentrations. The third component consists of amounts reserved for purchased credit impaired loans. On a quarterly basis, the Company updates the amount of loan principal and interest cash flows expected to be collected, incorporating assumptions regarding default rates, loss severities, the amounts and timing of prepayments and other factors that are reflective of current market conditions. Probable decreases in expected loan principal cash flows trigger the recognition of impairment, which is then measured as the present value of the expected principal loss plus any related foregone interest cash flows discounted at the pool's effective interest rate. Impairments that occur after the acquisition date are recognized through the provision for loan losses. Probable and significant increases in expected principal cash flows would first reverse any previously recorded allowance for loan losses; any remaining increases are recognized prospectively as interest income. The impacts of (i) prepayments, (ii) changes in variable interest rates, and (iii) any other changes in the timing of expected cash flows are recognized prospectively as adjustments to interest income. Disposals of loans, which may include sales of loans, receipt of payments in full by the borrower, or foreclosure, result in removal of the loan from the PCI portfolio. The aggregate of these three components results in our total allowance for loan losses. 50



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In the table below we have shown the components, as discussed above, of our allowance for loan losses at June 30, 2014 and December 31, 2013.

June 30, 2014 Dec 31, 2013 increase (decrease) loan ALLL loan ALLL loan ALLL balance balance % balance balance % balance balance Non impaired loans $ 1,240,084$ 16,383 1.32 %



$ 1,218,648$ 17,883 1.47 % $ 21,436$ (1,500 ) -15 bps Gulfstream loans (note 1)

299,823 - - % - - - % 299,823 - FSB loans (note 2) 474,979 - - % - - - % 474,979 - Impaired loans 27,263 1,857 6.81 % 24,110 1,811 7.51 % 3,153 46 -70



bps

Non-PCI loans 2,042,149 18,240 0.89 % 1,242,758 19,694 1.58 % 799,391 (1,454 ) -69 bps PCI loans (note 3) 353,870 960 231,421 760 122,449 200 Total loans $ 2,396,019$ 19,200 0.80 %* $ 1,474,179$ 20,454 1.39 % $ 921,840$ (1,254 ) -59 bps



* The significant decrease in this ratio compared to the prior period end is

primarily due to the addition of the Gulfstream and FSB loans.



note 1: Loans acquired pursuant to the January 17, 2014 acquisition of Gulfstream

that are not PCI loans. These are performing loans recorded at estimated

fair value at the acquisition date. The fair value adjustment at the acquisition date was approximately $7,680, or approximately 2.3% of the outstanding aggregate loan balances. These amounts are accreted into interest income over the remaining lives of the related loans on a level



yield basis. Because these loans were recorded at estimated fair value on

January 17, 2014, no allowance for loan loss was recorded related to these loans at June 30, 2014.



note 2: Loans acquired pursuant to the June 1, 2014 acquisition of FSB that are

not PCI loans. These are performing loans recorded at estimated fair

value at the acquisition date. The fair value adjustment at the

acquisition date was approximately $10,081, or approximately 2.0% of the

outstanding aggregate loan balances. This amount is accreted into

interest income over the remaining lives of the related loans on a level

yield basis. Because these loans were recorded at estimated fair value on

June 1, 2014, no allowance for loan loss was recorded related to these

loans at June 30, 2014. Included in the $474,979 of FSB non-PCI loans are

$43,441 of loans that are covered by FDIC loss sharing agreements.

note 3: Included in the $353,870 PCI loans at June 30, 2014 are $307,931 of loans

that are covered by FDIC loss sharing agreements.

The general loan loss allowance (non-impaired loans) decreased by a net amount of $1,500. This decrease was primarily due to the continued improvement in the local economy and real estate market, and the continued decline in the Company's two year charge-off history. The Company's other credit metrics, such as the levels of and trends in the Company's non-performing loans, past-due loans and impaired loans were also considered when adjusting its qualitative factors, which ultimately increased the current two year historical loss factor ratios. The specific loan loss allowance (impaired loans) is the aggregate of the results of individual analyses prepared for each one of the impaired loans, excluding PCI loans. The Company recorded partial charge offs in lieu of specific allowance for a number of the impaired loans. The Company's impaired loans have been written down by $1,578 to $27,263 ($25,406 when the $1,857 specific allowance is considered) from their legal unpaid principal balance outstanding of $28,841. In the aggregate, total impaired loans have been written down to approximately 88% of their legal unpaid principal balance, and non-performing impaired loans have been written down to approximately 81% of their legal unpaid principal balance. The Company's total non-performing loans (non-accrual loans plus loans past due greater than 90 days and still accruing, $29,667 at June 30, 2014) have been written down to approximately 81% of their legal unpaid principal balance.



Approximately $14,738 of the Company's impaired loans (54%) are accruing performing loans. This group of impaired loans is not included in the Company's non-performing loans or non-performing assets categories.

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PCI loans, including those covered by FDIC loss sharing agreements, are accounted for pursuant to ASC Topic 310-30. PCI loan pools are evaluated for impairment each quarter. If a pool is impaired, an allowance for loan loss is recorded. The allowance is increased by the provision for loan losses, which is a charge to current period earnings and decreased by loan charge-offs net of recoveries of prior period loan charge-offs. Loans are charged against the allowance when management believes collection of the principal is unlikely. We believe our allowance for loan losses was adequate at June 30, 2014. However, we recognize that many factors can adversely impact various segments of the Company's markets and customers, and therefore there is no assurance as to the amount of losses or probable losses which may develop in the future. The tables below summarize the changes in allowance for loan losses during the periods presented. Allowance for loan losses for Allowance for loans that are loan losses on not PCI loans PCI loans Total Three months ended June 30, 2014 Balance at beginning of period $ 18,913 $ 1,183 $ 20,096 Loans charged-off (902 ) - (902 ) Recoveries of loans previously charged-off 112 - 112 Net charge-offs (790 ) - (790 ) Provision (recovery) for loan loss 117



(223 ) (106 )

Balance at end of period $ 18,240 $



960 $ 19,200

Three months ended June 30, 2013 Balance at beginning of period $ 22,631 $ 2,623 $ 25,254 Loans charged-off (2,603 ) (515 ) (3,118 ) Recoveries of loans previously charged-off 310 - 310 Net charge-offs (2,293 ) (515 ) (2,808 ) Provision (recovery) for loan losses 1,462



(88 ) 1,374

Balance at end of period $ 21,800 $



2,020 $ 23,820

Six months ended June 30, 2014 Balance at beginning of period $ 19,694 $ 760 $ 20,454 Loans charged-off (2,062 ) - (2,062 ) Recoveries of loans previously charged-off 955 - 955 Net charge-offs (1,107 ) - (1,107 ) Recovery for loan loss (347 ) 200 (147 ) Balance at end of period $ 18,240 $



960 $ 19,200

Six months ended June 30, 2013 Balance at beginning of period $ 24,033 $ 2,649 $ 26,682 Loans charged-off (3,834 ) (515 ) (4,349 ) Recoveries of loans previously charged-off 473 - 473 Net charge-offs (3,361 ) (515 ) (3,876 ) Provision (recovery) for loan losses 1,128



(114 ) 1,014

Balance at end of period $ 21,800 $ 2,020 $ 23,820 52



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Nonperforming loans and nonperforming assets

Non performing loans exclude PCI loans and are defined as non accrual loans plus loans past due 90 days or more and still accruing interest. Generally, we place loans on non accrual status when they are past due 90 days and management believes the borrower's financial condition, after giving consideration to economic conditions and collection efforts, is such that collection of interest is doubtful. When we place a loan on non accrual status, interest accruals cease and uncollected interest is reversed and charged against current income. Interest received on such loans is accounted for on the cash-basis or cost-recovery method, until qualifying for return to accrual. Loans are returned to accrual status when all the principal and interest amounts contractually due are brought current and future payments are reasonably assured. Non performing loans, as defined above, as a percentage of total non-PCI loans, were 1.45% at June 30, 2014, compared to 2.18% at December 31, 2013. The decrease in the ratio was due to the acquisition of non-PCI loans from Gulfstream and FSB during the six month period ending June 30, 2014. Non performing assets, excluding assets covered by FDIC loss share agreements, (which we define as non performing loans, as defined above, plus (a) OREO (i.e., real estate acquired through foreclosure, in substance foreclosure, or deed in lieu of foreclosure); and (b) other repossessed assets that are not real estate), were $41,923 at June 30, 2014, compared to $33,636 at December 31, 2013. Non performing assets as a percentage of total assets were 1.07% at June 30, 2014, compared to 1.39% at December 31, 2013. The table below summarizes selected credit quality data at the dates indicated. The June 30, 2014 ratios were impacted by the FSB acquisition and the Gulfstream acquisition. 6/30/14 12/31/13 Non-accrual loans (note 1) $ 29,667$ 27,077 Past due loans 90 days or more and still accruing interest (note 1) -



-

Total non-performing loans ("NPLs") (note 1) 29,667



27,077

Other real estate owned ("OREO") (note 2) 12,123



6,409

Repossessed assets other than real estate (note 1) 133



150

Total non-performing assets ("NPAs") (note 2) $ 41,923$ 33,636 OREO covered by FDIC loss share agreements: 80% covered 10,423 19,111 75% covered 1,052 - 30% covered 16,349 - 0% covered 2,874 -



Total non-performing assets including FDIC covered OREO $ 72,621

$ 52,747 Non-performing loans as percentage of total loans excluding PCI loans 1.45 %



2.18 % Non-performing assets as percentage of total assets Excluding FDIC covered OREO

1.07 % 1.39 % Including FDIC covered OREO 1.86 % 2.18 % Non-performing assets as percentage of loans and OREO plus other repossessed assets (note 1) Excluding FDIC covered OREO 2.04 % 2.69 % Including FDIC covered OREO 3.48 %



4.16 % Loans past due 30 thru 89 days and accruing interest as a percentage of total loans (note 1)

0.64 % 0.85 % Allowance for loan losses as percentage of NPLs (note 1) 61 %



73 %

note 1: Excludes PCI loans.

note 2: Excludes OREO covered by FDIC loss share agreements.

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As shown in the table above, the largest component of non performing loans excluding loans covered by FDIC loss share agreements is non accrual loans. As of June 30, 2014 the Company had reported a total of 186 non accrual loans with an aggregate carrying value of $29,667 compared to December 31, 2013 when 191 non accrual loans with an aggregate book value of $27,077 were reported. This amount is further delineated by collateral category and number of loans in the table below. percentage number of total amount of total non accrual in thousands non accrual loans in Collateral category of dollars loans category Residential real estate $ 11,292 38 % 81 Commercial real estate 13,991 48 % 42 Land, development, construction 1,900 6 % 14 Commercial 2,216 7 % 26 Consumer, other 268 1 % 23 Total non accrual loans at June 30, 2014 $ 29,667 100 % 186 The second largest component of non performing assets after non accrual loans is OREO, excluding OREO covered by FDIC loss share agreements. At June 30, 2014, total OREO was $42,821. Of this amount, $30,698 is covered by FDIC loss sharing agreements. OREO not covered by FDIC loss share agreements is $12,123 at June 30, 2014. OREO is carried at the lower of cost or market less the estimated cost to sell. Further declines in real estate values can affect the market value of these assets. Any further decline in market value beyond its cost basis is recorded as a current expense in the Company's Condensed Consolidated Statement of Earnings and Comprehensive Income. OREO is further delineated in the table below. carrying amount Description of repossessed real estate at June 30, 2014 13 single family homes $ 3,538 5 residential building lots 751 10 commercial buildings 4,092 Land / various acreages 3,742



Total, excluding OREO covered by FDIC loss share agreements $ 12,123

Impaired loans are defined as loans that management has determined will not repay as agreed pursuant to the terms of the related loan agreement. Small balance homogeneous loans are not considered for impairment purposes. Once management has determined a loan is impaired, we perform a specific reserve analysis to determine if it is probable that we will eventually collect all contractual cash flows. If management determines that a shortfall is probable, then a specific valuation allowance is placed against the loan. This loan is then placed on non accrual basis, even if the borrower is current with his/her contractual payments, and will remain on non accrual until payments collected reduce the loan balance such that it eliminates the specific valuation allowance or equivalent partial charge-down or other economic conditions change. At June 30, 2014 we have identified a total of $27,263 impaired loans, excluding PCI loans. A specific valuation allowance of $1,857 has been attached to $9,599 of impaired loans included in the total $27,263 of impaired loans identified. It should also be noted that the total carrying balance of the impaired loans, or $27,263, has been partially charged down by $1,578 from their aggregate legal unpaid balance of $28,841. The table below summarizes impaired loan data for the periods presented. June 30, 2014 Dec. 31,2013 Impaired loans with a specific valuation allowance $ 9,599 $ 9,454 Impaired loans without a specific valuation allowance 17,664 14,656 Total impaired loans $ 27,263$ 24,110 Amount of allowance for loan losses allocated to impaired loans $ 1,857



$ 1,811

Performing TDRs (these are not included in NPLs) $ 12,659

$ 10,763 Non performing TDRs (these are included in NPLs) 2,281



4,684

Total TDRs (these are included in impaired loans) 14,940



15,447

Impaired loans that are not TDRs 12,323 8,663 Total impaired loans $ 27,263$ 24,110 54



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We continually analyze our loan portfolio in an effort to recognize and resolve problem assets as quickly and efficiently as possible. As of June 30, 2014, we believe the allowance for loan losses was adequate. However, we recognize that many factors can adversely impact various segments of the market. Accordingly, there is no assurance that losses in excess of such allowance will not be incurred.



Bank premises and equipment

Bank premises and equipment was $98,623 at June 30, 2014 compared to $96,619 at December 31, 2013, an increase of $2,004 or 2.1%. This amount is the result of branch real estate transferred to held for sale of $6,973 prior to impairment charges of $2,326, $5,781 of bank premises and equipment acquired from the Gulfstream acquisition, $2,877 of bank premises and equipment acquired from the FSB acquisition, and construction in progress along with other purchases net of disposals of $3,360 less $3,041 of depreciation expense.



A summary of our bank premises and equipment for the period end indicated is presented in the table below.

June 30, 2014 Dec. 31, 2013 Land $ 32,960$ 32,591 Land improvements 898 864 Buildings 55,733 56,651

Leasehold improvements 3,515



2,450

Furniture, fixtures and equipment 28,020



26,749

Construction in progress 8,156



5,828

Subtotal 129,282



125,133

Less: accumulated depreciation 30,659 28,514 Total $ 98,623$ 96,619 We have transferred branch real estate that is no longer in use to held for sale at estimated fair value less estimated cost to sell. Our branch real estate held for sale at June 30, 2014 and December 31, 2013 was $13,168 and $1,582, respectively. The increase was due to the seven branches and a stand-alone drive thru facility we consolidated and closed in April 2014 as part of our previously announced efficiency and enhanced profitability initiatives and certain branches we acquired from our FSB transaction that are scheduled to be sold and/or closed in September 2014. We have an agreement to sell five of these branches aggregating $6,332 which is expected to close in September 2014. 55



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Deposits

During the six month period ended June 30, 2014, we assumed deposits of $478,999 pursuant to the acquisition of Gulfstream on January 17, 2014 and $852,633 (including $189,674 of deposits held for sale) pursuant to the acquisition of First Southern on June 1, 2014. The acquisition of these deposits included approximately $84,995 and $218,057 of time deposits, respectively. During this period, our total deposits, excluding deposits held for sale, increased by $1,065,112 (time deposits increased by $141,438 and non-time deposits increased by $923,674). The cost of interest bearing deposits in the current quarter decreased by 1basis point ("bp") to 32bps compared to the prior quarter. The overall cost of total deposits (i.e. includes non-interest bearing checking accounts) in the current quarter remained the same at 0.22% as in the prior quarter. The table below summarizes the Company's deposit mix over the dates indicated, excluding the deposits held for sale. % of % of June 30, 2014 total Dec 31, 2013 total Demand - non-interest bearing $ 1,023,285 33 % $ 644,915 31 % Demand - interest bearing 589,573 19 % 483,842 24 % Savings deposits 234,492 7 % 232,942 11 % Money market accounts 747,680 24 % 309,657 15 % Time deposits 526,313 17 % 384,875 19 % Total deposits, excluding deposits held for sale $ 3,121,343 100 % $ 2,056,231 100 % Deposits held for sale 185,646 - Total deposits $ 3,306,989$ 2,056,231



Securities sold under agreement to repurchase

Our subsidiary bank enters into borrowing arrangements with our retail business customers by agreements to repurchase ("securities sold under agreements to repurchase") under which the bank pledges investment securities owned and under their control as collateral against the one-day borrowing arrangement. These short-term borrowings totaled $33,619 at June 30, 2014 compared to $20,457 at December 31, 2013. Federal funds purchased Federal funds purchased are overnight deposits from correspondent banks. Federal funds purchased acquired from other than our correspondent bank deposits are included with Federal Home Loan Bank advances and other borrowed funds as described below, if any. At June 30, 2014 we had $43,080 of correspondent bank deposits or federal funds purchased, compared to $29,909 at December 31, 2013.



Federal Home Loan Bank advances and other borrowed funds

From time to time, we borrow either through Federal Home Loan Bank advances or Federal Funds Purchased, other than correspondent bank deposits (i.e. federal funds purchased) listed above. At June 30, 2014 and December 31, 2013, there were no outstanding advances from the Federal Home Loan Bank.



Corporate debentures

We formed CenterState Banks of Florida Statutory Trust I (the "Trust") for the purpose of issuing trust preferred securities. On September 22, 2003, we issued a floating rate corporate debenture in the 56



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amount of $10,000. The Trust used the proceeds from the issuance of a trust preferred security to acquire the corporate debenture of the Company. The trust preferred security essentially mirrors the corporate debenture, carrying a cumulative preferred dividend at a variable rate equal to the interest rate on the corporate debenture (three month LIBOR plus 305 bps). The corporate debenture and the trust preferred security each have 30-year lives. The trust preferred security and the corporate debenture are callable by the Company or the Trust, at their respective option, subject to prior approval by the Federal Reserve Board, if then required. The Company has treated the trust preferred security as Tier 1 capital up to the maximum amount allowed under the Federal Reserve guidelines for federal regulatory purposes. In September 2004, Valrico Bancorp Inc. ("VBI") formed Valrico Capital Statutory Trust ("Valrico Trust") for the purpose of issuing trust preferred securities. On September 9, 2004, VBI issued a floating rate corporate debenture in the amount of $2,500. The Trust used the proceeds from the issuance of a trust preferred security to acquire the corporate debenture. On April 2, 2007, the Company acquired all the assets and assumed all the liabilities of VBI pursuant to the merger agreement, including VBI's corporate debenture and related trust preferred security discussed above. The trust preferred security essentially mirrors the corporate debenture, carrying a cumulative preferred dividend at a variable rate equal to the interest rate on the corporate debenture (three month LIBOR plus 270 bps). The corporate debenture and the trust preferred security each have 30-year lives. The trust preferred security and the corporate debenture are callable by the Company or the Valrico Trust, at their respective option, subject to prior approval by the Federal Reserve, if then required. The Company has treated the trust preferred security as Tier 1 capital up to the maximum amount allowed under the Federal Reserve guidelines for federal regulatory purposes. In November 2011, we acquired certain assets and assumed certain liabilities of Federal Trust Corporation ("FTC") from The Hartford Financial Services Group, Inc. ("Hartford") pursuant to an acquisition agreement, including FTC's corporate debenture and related trust preferred security issued through FTC's finance subsidiary Federal Trust Statutory Trust ("FTC Trust) in the amount of $5,000. The trust preferred security essentially mirrors the corporate debenture, carrying a cumulative preferred dividend at a variable rate equal to the interest rate on the corporate debenture (three month LIBOR plus 295 bps). The corporate debenture and the trust preferred security each have 30-year lives maturing in 2033. The trust preferred security and the corporate debenture are callable by the Company or the FTC Trust, at their respective option after five years, and sooner in specific events, subject to prior approval by the Federal Reserve, if then required. The Company has treated the corporate debenture as Tier 1 capital up to the maximum amount allowed under the Federal Reserve guidelines for federal regulatory purposes. The Company is not considered the primary beneficiary of this Trust (variable interest entity), therefore the trust is not consolidated in the Company's financial statements, but rather the subordinated debentures are shown as a liability. In January 2005, Gulfstream Bancshares, Inc. ("GBI") formed Gulfstream Bancshares Capital Trust I ("GBI Trust I") for the purpose of issuing trust preferred securities. On January 18, 2005, GBI issued a floating rate corporate debenture in the amount of $7,000. The Trust used the proceeds from the issuance of a trust preferred security to acquire the corporate debenture. The trust preferred security essentially mirrors the corporate debenture, carrying a cumulative preferred dividend at a variable rate equal to the interest rate on the corporate debenture (three month LIBOR plus 190 bps). The rate is subject to change quarterly. The corporate debenture and the trust preferred security each have 30-year lives. The trust preferred security and the corporate debenture are callable by the Company or the GBI Trust I, at their respective option, subject to prior approval by the Federal Reserve, if then required. On January 17, 2014, the Company acquired all the assets and assumed all the liabilities of GBI by merger, including GBI's corporate debenture and related trust preferred security discussed above. The Company has treated the corporate debenture as Tier 1 capital up to the maximum amount allowed under the Federal Reserve guidelines for federal regulatory purposes. 57



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In March 2007, GBI formed Gulfstream Bancshares Capital Trust II ("GBI Trust II") for the purpose of issuing trust preferred securities. On March 6, 2007, GBI issued a floating rate corporate debenture in the amount of $3,000. The Trust used the proceeds from the issuance of a trust preferred security to acquire the corporate debenture. The trust preferred security essentially mirrors the corporate debenture, carrying a cumulative preferred dividend at a variable rate equal to the interest rate on the corporate debenture (three month LIBOR plus 170 bps). The rate is subject to change quarterly. The corporate debenture and the trust preferred security each have 30-year lives. The trust preferred security and the corporate debenture are callable by the Company or the GBI Trust II, at their respective option, subject to prior approval by the Federal Reserve, if then required. On January 17, 2014, the Company acquired all the assets and assumed all the liabilities of GBI by merger, including GBI's corporate debenture and related trust preferred security discussed above. The Company has treated the corporate debenture as Tier 1 capital up to the maximum amount allowed under the Federal Reserve guidelines for federal regulatory purposes.



Stockholders' equity

Stockholders' equity at June 30, 2014, was $439,458, or 11.3% of total assets, compared to $273,379, or 11.3% of total assets at December 31, 2013. The increase in stockholders' equity was due to the following items:

$ 273,379 Total stockholders' equity at December 31, 2013 53,150 Common stock issued pursuant to the Gulfstream acquisition 3,617 Gulfstream stock options converted to CenterState stock options 100,639 Common stock issued pursuant to the FSB acquisition 2,090 Net income during the period (805 ) Dividends paid on common shares, $0.02 per common share 6,076 Net increase in market value of securities available for sale, net of deferred taxes 894 Stock options exercised, including tax benefit 418 Employee equity based compensation $ 439,458 Total stockholders' equity at June 30, 2014 The federal bank regulatory agencies have established risk-based capital requirements for banks. These guidelines are intended to provide an additional measure of a bank's capital adequacy by assigning weighted levels of risk to asset categories. Banks are also required to systematically maintain capital against such "off- balance sheet" activities as loans sold with recourse, loan commitments, guarantees and standby letters of credit. These guidelines are intended to strengthen the quality of capital by increasing the emphasis on common equity and restricting the amount of loan loss reserves and other forms of equity such as preferred stock that may be included in capital. As of June 30, 2014, our subsidiary bank exceeded the minimum capital levels to be considered "well capitalized" under the terms of the guidelines. 58



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Selected consolidated capital ratios at June 30, 2014 and December 31, 2013 for the Company and for the Company's subsidiary bank, CenterState Bank of Florida, N.A., are presented in the tables below. There is no threshold for "well-capitalized" status for bank holding companies. CenterState Banks, Inc. (the Company) Actual



Capital Adequacy Excess

Amount Ratio Amount Ratio Amount June 30, 2014 Total capital (to risk weighted assets) $ 360,345 15.1 % $ 190,924 > 8 % $ 169,421 Tier 1 capital (to risk weighted assets) 341,145 14.3 % 95,462 > 4 % 245,683 Tier 1 capital (to average assets) 341,145 10.8 %



125,858 > 4 % 215,287

December 31, 2013 Total capital (to risk weighted assets) $ 262,701 17.9 % $ 117,450 > 8 % $ 145,251 Tier 1 capital (to risk weighted assets) 244,323 16.6 % 58,725 > 4 % 185,598 Tier 1 capital (to average assets) 244,323 10.4 %



94,182 > 4 % 150,141

CenterState Bank of Florida, N.A. Actual



Well capitalized Excess

Amount Ratio Amount Ratio Amount June 30, 2014 Total capital (to risk weighted assets) $ 333,653 14.0 % $ 238,800 > 10 % $ 94,853 Tier 1 capital (to risk weighted assets) 314,461 13.2 % 143,280 > 6 % 171,181 Tier 1 capital (to average assets) 314,461 9.9 %



158,917 > 5 % 155,544

December 31, 2013 Total capital (to risk weighted assets) $ 213,744 14.6 % $ 146,277 > 10 % $ 67,467 Tier 1 capital (to risk weighted assets) 195,434 13.4 % 87,766 > 6 % 107,668 Tier 1 capital (to average assets) 195,434 8.3 %



117,444 > 5 % 77,990

In July 2013, the two federal banking regulatory agencies that have authority to regulate the Company's capital resources and capital structure (the Board of Governors of the Federal Reserve System (FRB) and Federal Deposit Insurance Corporation (FDIC)) took action to finalize the application to the United States banking industry of new regulatory capital requirements that are established by the international banking framework commonly referred to as "Basel III" and to implement certain other changes required by the Dodd-Frank Wall Street Reform and Consumer Protection Act. As anticipated by management of the Company (see the related discussion included in Item 1 of the Company's annual report on Form 10-K for the year 2013 filed in March 2014), these rules make significant changes to the U.S. bank regulatory capital framework, and generally increase capital requirements for banking organizations. However, in response to concerns expressed by community banks such as the Company, the final rules addressed previous concerns of community banks about the proposed rules' regulatory capital treatment of trust preferred securities, unrealized gains and losses on available-for-sale securities in accumulated other comprehensive income ("AOCI") and mortgage risk weights. Therefore, although the Company has not yet had the opportunity to analyze the final rules in detail in order to determine their likely impact upon the Company, and although management does continue to believe that such requirements will in general increase the amount of capital that the Company and the Bank may be required to maintain under these new standards, the Company believes that its prior concerns regarding volatility and trust preferred securities have been favorably addressed by the final rules. The Company does not presently expect that any materially burdensome compliance efforts with these final capital rules will be required of us prior to January 1, 2015. 59



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COMPARISON OF RESULTS OF OPERATIONS FOR THE THREE MONTH PERIODS ENDED June 30, 2014 AND 2013

Overview We recognized net income of $1,037 or $0.03 per share basic and diluted for the three month period ended June 30, 2014, compared to net income of $2,758 or $0.09 per share basic and diluted for the same period in 2013. A summary of the differences are listed in the table below. 3 months ended 3 months ended increase June 30, 2014 June 30, 2013 (decrease) Net interest income $ 31,257$ 22,980$ 8,277 Provision for loan losses (106 ) 1,374 (1,480 ) Net interest income after loan loss provision 31,363 21,606 9,757 Correspondent banking and capital markets division 5,285 5,609 (324 ) Gain on sale of available for sale securities 46 1,008 (962 ) Indemnification Asset ("IA") amortization (5,006 ) (3,272 ) (1,734 ) FDIC revenue 421 1,396 (975 ) All other non interest income 5,626 5,122 504 Total non interest income 6,372 9,863 (3,491 ) Correspondent banking and capital markets division 5,063 5,363 (300 ) Credit related expenses 2,375 3,134 (759 ) All other non interest expense 23,789 18,876 4,913 Merger related expenses 4,897 - 4,897 Branch closure and efficiency initiatives 29 - 29 Total non interest expense 36,153 27,373 8,780 Net income before provision for income taxes 1,582 4,096 (2,514 ) Provision for income taxes 545 1,338 (793 ) Net income $ 1,037 $ 2,758 ($ 1,721 ) The primary differences between the two quarters presented above relate to our January 17, 2014 acquisition of Gulfstream and our June 1, 2014 acquisition of FSB. The increase in our net interest income relates primarily to the increase in our average interest earning assets as a result of these acquisitions. The increase in our non interest expense, which is basically the operating expenses of our commercial/retail banking segment, is also primarily due to these acquisitions. The other significant difference is the FSB merger related expenses. The Gulfstream merger related expenses were recognized in the first quarter of the year. These items along with others are discussed and analyzed below. Net interest income/margin Net interest income increased $8,277 or 36% to $31,257 during the three month period ended June 30, 2014 compared to $22,980 for the same period in 2013. The $8,277 increase was the result of an $8,592 increase in interest income and a $315 increase in interest expense. Interest earning assets averaged $2,904,332 during the three month period ended June 30, 2014 as compared to $2,038,303 for the same period in 2013, an increase of $866,029, or 42.5%. The yield on average interest earning assets decreased 25bps to 4.57% (27bps to 4.62% tax equivalent basis) during the three month period ended June 30, 2014, compared to 4.82% (4.89% tax equivalent basis) for the same period in 2013. The combined effects of the $866,029 increase in average interest earning assets and the 25bps (27bps tax equivalent basis) decrease in yield on average interest earning assets resulted in the $8,592 ($8,654 tax equivalent basis) increase in interest income between the two periods. 60



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Interest bearing liabilities averaged $1,985,055 during the three month period ended June 30, 2014 as compared to $1,510,237 for the same period in 2013, an increase of $474,818 or 31.4%. The cost of average interest bearing liabilities decreased 3bps to 0.37% during the three month period ended June 30, 2014, compared to 0.40% for the same period in 2013. The combined effects of the $474,818 increase in average interest bearing liabilities and the 3bps decrease in cost of average interest bearing liabilities resulted in the $315 increase in interest expense between the two periods. The table below summarizes the analysis of changes in interest income and interest expense for the three month periods ended June 30, 2014 and 2013 on a tax equivalent basis. Three months ended June 30, 2014 2013 Average Interest Average Average Interest Average balance inc / exp rate balance inc / exp rate

Loans (notes 1, 2, 8) $ 1,723,242$ 20,507 4.77 % $ 1,153,194$ 13,918 4.84 % PCI loans (note 9) 285,270 8,231 11.57 % 267,312 8,020 12.03 % Securities- taxable 571,813 3,809 2.67 % 392,974 2,097 2.14 % Securities- tax exempt (note 8) 39,112 512 5.25 % 44,841 566 5.06 % Fed funds sold and other (note 3) 284,895 424 0.60 % 179,982 228 0.51 % Total interest earning assets 2,904,332 33,483 4.62 % 2,038,303 24,829 4.89 % Allowance for loan losses (20,052 ) (23,962 ) All other assets 386,383 367,969 Total assets $ 3,270,663$ 2,382,310 Interest bearing deposits (note 4) 1,882,384 1,523 0.32 % 1,433,806 1,330 0.37 % Fed funds purchased 46,426 5 0.04 % 35,619 6 0.07 % Other borrowings (note 5) 32,384 56 0.69 % 23,831 21 0.35 % Corporate debenture (note 10) 23,861 238 4.00 % 16,981 150 3.54 % Total interest bearing liabilities 1,985,055 1,822 0.37 % 1,510,237 1,507 0.40 % Demand deposits 906,746 574,345 Other liabilities 25,040 22,135 Stockholders' equity 353,822 275,593 Total liabilities and stockholders' equity $ 3,270,663$ 2,382,310 Net interest spread (tax equivalent basis) (note 6) 4.25 % 4.49 % Net interest income (tax equivalent basis) $ 31,661$ 23,322 Net interest margin (tax equivalent basis) (note 7) 4.37 % 4.59 %



note 1: Loan balances are net of deferred origination fees and costs.

note 2: Interest income on average loans includes amortization of loan fee

recognition of $100 and $190 for the three month periods ended June 30, 2014 and 2013.



note 3: Includes federal funds sold, interest earned on deposits at the Federal

Reserve Bank and earnings on Federal Reserve Bank stock and Federal Home Loan Bank stock.



note 4: Includes interest bearing deposits only. Non-interest bearing checking

accounts are included in the demand deposits listed above. Also, includes

net amortization of fair market value adjustments related to various

acquisitions of time deposits of ($247) and ($122) for the three month periods ended June 30, 2014 and 2013.



note 5: Includes securities sold under agreements to repurchase and Federal Home

Loan Bank advances.

note 6: Represents the average rate earned on interest earning assets minus the

average rate paid on interest bearing liabilities.

note 7: Represents net interest income divided by total interest earning assets.

note 8: Interest income and rates include the effects of a tax equivalent

adjustment using applicable statutory tax rates to adjust tax exempt

interest income on tax exempt investment securities and loans to a fully

taxable basis.

note 9: PCI loans are accounted for pursuant to ASC 310-30.

note 10: Includes amortization of fair value adjustments related to various

acquisitions of corporate debentures of $44 and $7 for the three month periods ended June 30, 2014 and 2013. 61



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Provision for loan losses

The provision for loan losses decreased $1,480 to $(106) during the three month period ending June 30, 2014 compared to a provision of $1,374 for the comparable period in 2013. Our policy is to maintain the allowance for loan losses at a level sufficient to absorb probable incurred losses in the loan portfolio. The allowance is increased by the provision for loan losses, which is a charge to current period earnings, and is decreased by charge-offs, net of recoveries on prior loan charge-offs. Therefore, the provision for loan losses (Income Statement effect) is a residual of management's determination of allowance for loan losses (Balance Sheet approach). In determining the adequacy of the allowance for loan losses, we consider the conditions of individual borrowers, the historical loan loss experience, the general economic environment, the overall portfolio composition, and other information. As these factors change, the level of loan loss provision changes. Our loss factors associated with our general allowance for loan losses is the primary reason causing the decrease in our provision expense due to our continued improvement in substantially all of our credit metrics, in particular our historical loss factors which is a derivative of our historical charge-off rates. See "Credit quality and allowance for loan losses" for additional information regarding the allowance for loan losses. Non-interest income Non-interest income for the three months ended June 30, 2014 was $6,372 compared to $9,863 for the comparable period in 2013. This decrease was the result of the following components listed in the table below. June 30, June 30, $ increase % increase Three month period ending: 2014 2013 (decrease) (decrease) Income from correspondent banking capital markets division $ 4,192$ 4,904$ (712 ) (14.5 %) Other correspondent banking related revenue 1,093 705 388 55.0 % Wealth management related revenue 1,104 1,130 (26 ) (2.3 %) Service charges on deposit accounts 2,333 2,081 252 12.1 % Debit, prepaid, ATM and merchant card related fees 1,495 1,342 153 11.4 % BOLI income 356 338 18 5.3 % Other service charges and fees 338 231 107 46.3 % Gain on sale of securities 46 1,008 (962 ) (95.4 )% Subtotal $ 10,957$ 11,739$ (782 ) (6.7 %) FDIC indemnification asset-amortization(see explanation below) (5,006 ) (3,272 ) (1,734 ) 53.0 % FDIC indemnification income 421 1,396 (975 ) (69.8 %) Total non-interest income $ 6,372$ 9,863$ (3,491 ) (35.4 %) When the estimate of future losses in our FDIC covered loans decrease (i.e. future cash flows increase), this increase in cash flows is accreted into interest income, increasing yields, over the remaining life of the related loan pool. The indemnification asset ("IA") represents the amount that is expected to be collected from the FDIC for reimbursement of a percentage, as set forth in each of the individual agreements, of the estimated losses in the covered pools. When management decreases its estimate of future losses, the expected reimbursement from the FDIC, or IA, is decreased by this related covered percentage. The decrease in estimated reimbursements is expensed (negative accretion) over the lesser of the remaining expected life of the related loan pool(s) or the remaining term of the related loss share agreement(s), and is included in non-interest income as a negative amount. At June 30, 2014, the total IA on our Condensed Consolidated Balance Sheet was $61,311. Of this amount, we expect to receive reimbursements from the FDIC of approximately $28,898 related to 62



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future estimated losses, and expect to write-off approximately $32,413 for previously estimated losses that are no longer expected. The $32,413 is now expected to be paid by the borrower (or realized upon the sale of OREO) instead of a reimbursement from the FDIC. At June 30, 2014, the $32,413 previously estimated reimbursements from the FDIC will be written off as expense (negative accretion) included in our non-interest income category of our Condensed Consolidated Statement of Earnings and Comprehensive Income as summarized below. Year Year 2014 (6 months) 27.0 % 2018 6.2 % 2015 29.1 % 2019 5.4 % 2016 19.3 % 2020 thru 2022 4.9 % 2017 8.1 % Total 100.0 % When a FDIC covered OREO property is sold at a loss, the loss is included in non-interest expense as loss on sale of OREO, and the percentage of the loss that is covered by the FDIC is recorded as FDIC OREO indemnification income and included in non-interest income. When a FDIC covered loan pool is impaired, the impairment expense is included in loan loss provision expense, and the percentage of the impairment expense that is covered by the FDIC is recorded as FDIC pool impairment indemnification income and included in non-interest income. Income from correspondent banking and capital markets division means commissions earned on fixed income security sales, fees from hedging services, loan brokerage fees and related consulting fees. This line item is volatile and will vary period to period based on sales volume. Other correspondent banking related revenue means fees generated from safe-keeping activities, bond accounting services, asset/liability consulting fees, international wires, clearing and corporate checking account services and other correspondent banking related services. 63



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Non-interest expense

Non-interest expense for the three months ended June 30, 2014 increased $8,780, or 32.1%, to $36,153, compared to $27,373 for the same period in 2013. Components of our non-interest expenses are listed in the table below.

June 30, June 30, $ increase % increase Three month period ending: 2014 2013 (decrease) (decrease) Salaries and wages $ 13,234$ 12,142$ 1,092 9.0 % Incentive/bonus compensation 1,276 1,171 105 9.0 % Stock based compensation 182 143 39 27.3 % Employer 401K matching contributions 374 308 66 21.4 % Deferred compensation expense 160 134 26 19.4 % Health insurance and other employee benefits 1,180 796 384 48.2 % Payroll taxes 913 733 180 24.6 % Other employee related expenses 401 344 57 16.6 % Incremental direct cost of loan origination (535 ) (537 ) 2 (0.4 %)



Total salaries, wages and employee benefits 17,185 15,234

1,951 12.8 % Loss on sale of OREO 58 177 (119 ) (67.2 %) Loss on sale of FDIC covered OREO 321 386 (65 ) (16.8 %) Valuation write down of OREO 445 295 150 50.9 % Valuation write down of FDIC covered OREO 440 1,385 (945 ) (68.2 %) Loss on repossessed assets other than real estate 19 104 (85 ) (81.7 %) Foreclosure and repossession related expenses 717 438 279 63.7 % Foreclosure and repo expense, FDIC (note 1) 375 349 26 7.5 % Total credit related expenses 2,375 3,134 (759 ) (24.2 %) Occupancy expense 2,479 1,942 537 27.6 % Depreciation of premises and equipment 1,563 1,455 108 7.4 % Supplies, stationary and printing 334 285 49 17.2 % Marketing expenses 619 586 33 5.6 % Data processing expense 1,306 912 394 43.2 % Legal, auditing and other professional fees 1,376 844 532 63.0 % Bank regulatory related expenses 753 635 118 18.6 % Postage and delivery 365 267 98 36.7 % Debit, prepaid, ATM and merchant card related expenses 468 427 41 9.6 % CDI and Trust intangible amortization 515 302 213 70.5 % Internet and telephone banking 415 239 176 73.6 % Operational write-offs and losses 55 14 41 292.9 % Correspondent accounts and Federal Reserve charges 152 120 32 26.7 % Conferences/Seminars/Education/Training 98 138 (40 ) (29.0 %) Director fees 95 102 (7 ) (6.9 %) Travel expenses 106 104 2 1.9 % Other expenses 968 633 335 52.9 % Subtotal 31,227 27,373 3,854 14.1 % Merger related expenses 4,897 - 4,897 100.0 % Branch closure and efficiency initiatives 29 - 29 100.0 % Total non-interest expense $ 36,153$ 27,373$ 8,780 32.1 %



note 1: These are foreclosure and repossession related expenses related to FDIC

covered assets, and are shown net of FDIC reimbursable amounts pursuant

to FDIC loss share agreements.

The overall increase in our non interest expense is primarily due to our January 17, 2014 acquisition of Gulfstream and our June 1, 2014 acquisition of FSB. The merger related expenses relate to the FSB acquisition. The majority of the Gulfstream merger related expenses were recognized during the first quarter of 2014. 64



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Provision for income taxes

We recognized an income tax provision for the three months ended June 30, 2014 of $545 on pre-tax income of $1,582 (an effective tax rate of 34.5%) compared to an income tax provision of $1,338 on pre-tax income of $4,096 (an effective tax rate of 32.7%) for the comparable quarter in 2013.



COMPARISON OF RESULTS OF OPERATIONS FOR THE SIX MONTH PERIODS ENDED June 30, 2014 AND 2013

Overview We recognized net income of $2,090 or $0.06 per share basic and diluted for the six month period ended June 30, 2014, compared to net income of $7,334 or $0.24 per share basic and diluted for the same period in 2013. A summary of the differences are listed in the table below. 6 months ended 6 months ended increase June 30, 2014 June 30, 2013 (decrease) Net interest income $ 59,450 $ 45,802$ 13,648 Provision for loan losses (147 ) 1,014 (1,161 ) Net interest income after loan loss provision 59,597 44,788 14,809 Correspondent banking and capital markets division 9,216 12,614 (3,398 ) Gain on sale of available for sale securities 46 1,038 (992 ) Indemnification Asset ("IA") amortization (10,191 ) (5,471 ) (4,720 ) FDIC revenue 1,689 2,024 (335 ) All other non interest income 11,372 9,937 1,435 Total non interest income 12,132 20,142 (8,010 ) Correspondent banking and capital markets division 9,441 11,438 (1,997 ) Credit related expenses 4,199 5,155 (956 ) All other non interest expense 44,485 37,870 6,615 Merger related expenses 7,244 - 7,244 Branch closure and efficiency initiatives 3,187 - 3,187 Total non interest expense 68,556 54,463 14,093 Net income before provision for income taxes 3,173 10,467 (7,294 ) Provision for income taxes 1,083 3,133 (2,050 ) Net income $ 2,090 $ 7,334 ($ 5,244 ) The primary differences between the two periods presented above relate to our January 17, 2014 acquisition of Gulfstream and our June 1, 2014 acquisition of FSB. The increase in our net interest income relates primarily to the increase in our average interest earning assets as a result of these acquisitions. The increase in our non interest expense, which is basically the operating expenses of our commercial/retail banking segment, is also primarily due to these acquisitions. Other significant differences between the two periods are merger related expense from our two acquisitions in 2014 and one time charges related to our efficiency and enhanced profitability initiatives we announced in January 2014 which included impairment charges on branch real estate transferred to held for sale and severance payments related to our reduction in force. 65



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Another significant difference between the two periods, that is unrelated to our two acquisitions, is the increase in IA amortization which is due to our FDIC covered loans performing better than previously expected. Each calendar quarter we reforecast estimated expected future cash flows in our FDIC covered loans included in our PCI loan portfolio. As our estimates of future losses decrease, the estimates of future reimbursements from the FDIC included in our IA decreases resulting in writing down the previously expected reimbursements over the shorter of the remaining life of the related loan pool(s) or the remaining term of the related loss share agreement. These items along with others are discussed and analyzed below.



Net interest income/margin

Net interest income increased $13,648 or 30% to $59,450 during the six month period ended June 30, 2014 compared to $45,802 for the same period in 2013. The $13,648 increase was the result of a $13,996 increase in interest income and a $348 increase in interest expense. Interest earning assets averaged $2,700,601 during the six month period ended June 30, 2014 as compared to $2,028,322 for the same period in 2013, an increase of $672,279, or 33.1%. The yield on average interest earning assets decreased 17bps to 4.69% (17bps to 4.75% tax equivalent basis) during the six month period ended June 30, 2014, compared to 4.86% (4.92% tax equivalent basis) for the same period in 2013. The combined effects of the $672,279 increase in average interest earning assets and the 17bps (17bps tax equivalent basis) decrease in yield on average interest earning assets resulted in the $13,996 ($14,168 tax equivalent basis) increase in interest income between the two periods. Interest bearing liabilities averaged $1,867,254 during the six month period ended June 30, 2014 as compared to $1,527,288 for the same period in 2013, an increase of $339,966, or 22.3%. The cost of average interest bearing liabilities decreased 3bps to 0.37% during the six month period ended June 30, 2014, compared to 0.40% for the same period in 2013. The combined effects of the $339,966 increase in average interest bearing liabilities and the 3bps decrease in cost of average interest bearing liabilities resulted in the $348 increase in interest expense between the two periods. 66



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The table below summarizes the analysis of changes in interest income and interest expense for the six month periods ended June 30, 2014 and 2013 on a tax equivalent basis. Six months ended June 30, 2014 2013 Average Interest Average Average Interest Average balance inc / exp



rate balance inc / exp rate Loans (notes 1, 2, 8)

$ 1,618,732$ 38,234



4.76 % $ 1,143,175$ 27,635 4.87 % PCI loans (note 9)

268,521 16,462 12.36 % 277,192 15,847 11.53 % Securities- taxable 532,507 7,286 2.76 % 405,017 4,485 2.23 % Securities- tax exempt (note 8) 39,196 1,024 5.27 % 43,942 1,108 5.08 % Fed funds sold and other (note 3) 241,645 663 0.55 % 158,996 426 0.54 % Total interest earning assets 2,700,601 63,669 4.75 % 2,028,322 49,501 4.92 % Allowance for loan losses (20,508 ) (25,364 ) All other assets 391,226 383,068 Total assets $ 3,071,319$ 2,386,026 Interest bearing deposits (note 4) 1,768,726 2,860 0.33 % 1,448,079 2,713 0.38 % Fed funds purchased 44,224 11 0.05 % 40,115 11 0.06 % Other borrowings (note 5) 31,083 79 0.51 % 22,116 39 0.36 % Corporate debenture (note 10) 23,221 461 4.00 % 16,978 300 3.56 % Total interest bearing liabilities 1,867,254 3,411 0.37 % 1,527,288 3,063 0.40 % Demand deposits 837,720 560,041 Other liabilities 27,700 23,660 Stockholders' equity 338,645 275,037 Total liabilities and stockholders' equity $ 3,071,319$ 2,386,026 Net interest spread (tax equivalent basis) (note 6) 4.38 % 4.52 % Net interest income (tax equivalent basis) $ 60,258$ 46,438 Net interest margin (tax equivalent basis) (note 7) 4.50 % 4.62 %



note 1: Loan balances are net of deferred origination fees and costs.

note 2: Interest income on average loans includes amortization of loan fee

recognition of $143 and $236 for the six month periods ended June 30, 2014 and 2013.



note 3: Includes federal funds sold, interest earned on deposits at the Federal

Reserve Bank and earnings on Federal Reserve Bank stock and Federal Home Loan Bank stock.



note 4: Includes interest bearing deposits only. Non-interest bearing checking

accounts are included in the demand deposits listed above. Also, includes

net amortization of fair market value adjustments related to various

acquisitions of time deposits of ($402) and ($301) for the six month periods ended June 30, 2014 and 2013.



note 5: Includes securities sold under agreements to repurchase and Federal Home

Loan Bank advances.

note 6: Represents the average rate earned on interest earning assets minus the

average rate paid on interest bearing liabilities.

note 7: Represents net interest income divided by total interest earning assets.

note 8: Interest income and rates include the effects of a tax equivalent

adjustment using applicable statutory tax rates to adjust tax exempt

interest income on tax exempt investment securities and loans to a fully

taxable basis.

note 9: PCI loans are accounted for pursuant to ASC 310-30.

note 10: Includes amortization of fair value adjustments related to various

acquisitions of corporate debentures of $88 and $13 for the six month periods ended June 30, 2014 and 2013.



Provision for loan losses

The provision for loan losses decreased $1,161 to $(147) during the six month period ending June 30, 2014 compared to a provision of $1,014 for the comparable period in 2013. Our policy is to maintain the allowance for loan losses at a level sufficient to absorb probable incurred losses in the loan portfolio. The allowance is increased by the provision for loan losses, which is a charge to current period earnings, and is decreased by charge-offs, net of recoveries on prior loan charge-offs. Therefore, the provision for loan losses (Income Statement effect) is a residual of management's determination of allowance for loan 67



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losses (Balance Sheet approach). In determining the adequacy of the allowance for loan losses, we consider the conditions of individual borrowers, the historical loan loss experience, the general economic environment, the overall portfolio composition, and other information. As these factors change, the level of loan loss provision changes. Our loss factors associated with our general allowance for loan losses is the primary reason causing the decrease in our provision expense due to our continued improvement in substantially all of our credit metrics, in particular our historical loss factors which is a derivative of our historical charge-off rates. See "Credit quality and allowance for loan losses" for additional information regarding the allowance for loan losses.



Non-interest income

Non-interest income for the six months ended June 30, 2014 was $12,132 compared to $20,142 for the comparable period in 2013. This decrease was the result of the following components listed in the table below. June 30, June 30, $ increase % increase Six month period ending: 2014 2013 (decrease) (decrease) Income from correspondent banking capital markets division $ 7,340$ 11,044$ (3,704 ) (33.5 %) Other correspondent banking related revenue 1,876 1,570 306 19.5 % Wealth management related revenue 2,321 2,200 121 5.5 % Service charges on deposit accounts 4,595 3,900 695 17.8 % Debit, prepaid, ATM and merchant card related fees 3,001 2,627 374 14.2 % BOLI income 708 677 31 4.6 % Other service charges and fees 747 533 214 40.2 % Gain on sale of securities 46 1,038 (992 ) (95.6 %) Subtotal $ 20,634 23,589 $ (2,955 ) (12.5 %) FDIC indemnification asset-amortization(see explanation below) (10,191 ) (5,471 ) (4,720 ) 86.3 % FDIC indemnification income 1,689 2,024 (335 ) (16.6 %) Total non-interest income $ 12,132$ 20,142$ (8,010 ) (39.8 %) When the estimate of future losses in our FDIC covered loans decrease (i.e. future cash flows increase), this increase in cash flows is accreted into interest income, increasing yields, over the remaining life of the related loan pool. The indemnification asset ("IA") represents the amount that is expected to be collected from the FDIC for reimbursement of a percentage, as set forth in each of the individual agreements, of the estimated losses in the covered pools. When management decreases its estimate of future losses, the expected reimbursement from the FDIC, or IA, is decreased by this related covered percentage. The decrease in estimated reimbursements is expensed (negative accretion) over the lesser of the remaining expected life of the related loan pool(s) or the remaining term of the related loss share agreement(s), and is included in non-interest income as a negative amount. 68



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At June 30, 2014, the total IA on our Condensed Consolidated Balance Sheet was $61,311. Of this amount, we expect to receive reimbursements from the FDIC of approximately $28,898 related to future estimated losses, and expect to write-off approximately $32,413 for previously estimated losses that are no longer expected. The $32,413 is now expected to be paid by the borrower (or realized upon the sale of OREO) instead of a reimbursement from the FDIC. At June 30, 2014, the $32,413 previously estimated reimbursements from the FDIC will be written off as expense (negative accretion) included in our non-interest income category of our Condensed Consolidated Statement of Earnings and Comprehensive Income as summarized below. Year Year 2014 (6 months) 27.0 % 2018 6.2 % 2015 29.1 % 2019 5.4 % 2016 19.3 % 2020 thru 2022 4.9 % 2017 8.1 % Total 100.0 % When a FDIC covered OREO property is sold at a loss, the loss is included in non-interest expense as loss on sale of OREO, and the percentage of the loss that is covered by the FDIC is recorded as FDIC OREO indemnification income and included in non-interest income. When a FDIC covered loan pool is impaired, the impairment expense is included in loan loss provision expense, and the percentage of the impairment expense that is covered by the FDIC is recorded as FDIC pool impairment indemnification income and included in non-interest income. Income from correspondent banking and capital markets division means commissions earned on fixed income security sales, fees from hedging services, loan brokerage fees and related consulting fees. This line item is volatile and will vary period to period based on sales volume. Other correspondent banking related revenue means fees generated from safe-keeping activities, bond accounting services, asset/liability consulting fees, international wires, clearing and corporate checking account services and other correspondent banking related services. 69



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Non-interest expense

Non-interest expense for the six months ended June 30, 2014 increased $14,093, or 25.9%, to $68,556, compared to $54,463 for the same period in 2013. Components of our non-interest expenses are listed in the table below.

June 30, June 30, $ increase % increase Six month period ending: 2014 2013 (decrease) (decrease) Salaries and wages $ 25,107$ 24,807$ 300 1.2 % Incentive/bonus compensation 2,514 2,265 249 11.0 % Stock based compensation 369 289 80 27.7 % Employer 401K matching contributions 734 675 59 8.7 % Deferred compensation expense 267 275 (8 ) (2.9 %) Health insurance and other employee benefits 2,167 1,747 420 24.0 % Payroll taxes 2,033 1,750 283 16.2 % Other employee related expenses 659 640 19 3.0 % Incremental direct cost of loan origination (984 ) (974 ) (10 ) 1.0 %



Total salaries, wages and employee benefits 32,866 31,474

1,392 4.4 % Loss on sale of OREO 28 253 (225 ) (88.9 %) Loss on sale of FDIC covered OREO 428 309 119 38.5 % Valuation write down of OREO 515 637 (122 ) (19.2 %) Valuation write down of FDIC covered OREO 1,390 2,030 (640 ) (31.5 %) Loss on repossessed assets other than real estate 17 346 (329 ) (95.1 %) Loan put back expense - 4 (4 ) (100.0 %) Foreclosure and repossession related expenses 1,202 879 323 36.7 % Foreclosure and repo expense, FDIC (note 1) 619 697 (78 ) (11.2 %) Total credit related expenses 4,199 5,155 (956 ) (18.5 %) Occupancy expense 4.439 3,834 605 15.8 % Depreciation of premises and equipment 3,041 2,952 89 3.0 % Supplies, stationary and printing 561 573 (12 ) (2.1 %) Marketing expenses 1,239 1,114 125 11.2 % Data processing expense 2,345 1,796 549 30.6 % Legal, auditing and other professional fees 2,151 1,627 524 32.2 % Bank regulatory related expenses 1,384 1,216 168 13.8 % Postage and delivery 633 552 81 14.7 % Debit, prepaid, ATM and merchant card related expenses 942 953 (11 ) (1.2 %) CDI and Trust intangible amortization 891 607 284 46.8 % Internet and telephone banking 793 463 330 71.3 % Put-back option amortization - 37 (37 ) (100.0 %) Operational write-offs and losses 91 30 61 203.3 % Correspondent accounts and Federal Reserve charges 287 229 58 25.3 % Conferences/Seminars/Education/Training 198 291 (93 ) (32.0 %) Director fees 210 204 6 2.9 % Travel expenses 171 178 (7 ) (3.9 %) Other expenses 1,684 1,178 506 43.0 % Subtotal 58,125 54,463 3,662 6.7 % Merger related expenses 7,244 - 7,244 100.0 % Branch closure and efficiency initiatives 3,187 - 3,187 100.0 % Total non-interest expense $ 68,556$ 54,463$ 14,093 25.9 %



note 1: These are foreclosure and repossession related expenses related to FDIC

covered assets, and are shown net of FDIC reimbursable amounts pursuant

to FDIC loss share agreements.

The overall increase in our non interest expense is primarily due to our January 17, 2014 acquisition of Gulfstream and our June 1, 2014 acquisition of FSB. The merger related expenses relate to both of these acquisitions. The branch closure and efficiency initiatives expense relates to one-time charges including impairment expenses on closed branch property transferred to held for sale and severance payments from our reduction in force. 70



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Provision for income taxes

We recognized an income tax provision for the six months ended June 30, 2014 of $1,083 on pre-tax income of $3,173 (an effective tax rate of 34.1%) compared to an income tax provision of $3,133 on pre-tax income of $10,467 (an effective tax rate of 29.9%) for the comparable quarter in 2013



Liquidity

Liquidity is defined as the ability to meet anticipated customer demands for funds under credit commitments and deposit withdrawals at a reasonable cost and on a timely basis. We measure liquidity position by giving consideration to both on- and off-balance sheet sources of and demands for funds on a daily and weekly basis. Our subsidiary bank regularly assesses the amount and likelihood of projected funding requirements through a review of factors such as historical deposit volatility and funding patterns, present and forecasted market and economic conditions, individual client funding needs, and existing and planned business activities. The subsidiary bank's asset/liability committee (ALCO) provides oversight to the liquidity management process and recommends guidelines, subject to the approval of its board of directors, and courses of action to address actual and projected liquidity needs. Short term sources of funding and liquidity include cash and cash equivalents, net of federal requirements to maintain reserves against deposit liabilities; investment securities eligible for pledging to secure borrowings from customers pursuant to securities sold under repurchase agreements; loan repayments; deposits and certain interest rate-sensitive deposits; and borrowings under overnight federal fund lines available from correspondent banks. In addition to interest rate-sensitive deposits, the primary demand for liquidity is anticipated fundings under credit commitments to customers.



Off-Balance Sheet Arrangements

We do not have any material off-balance sheet arrangements except for approved and unfunded loans and letters of credit to our customers in the ordinary course of business.


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