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 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 definitions of “large accelerated filer,” “accelerated filer,” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ¨ No x

Indicate the number of shares outstanding of each of the registrant’s classes of common stock, as of the latest practical date.


	Unaudited									Unaudited
	March 31,						December 31,			June 30,						December 31, 2014
	2015			2014			2014			2015			2014			December 31, 2014
	(Dollars in thousands, except per share amounts)									(Dollars in thousands, except per share amounts)
ASSETS
Cash and due from banks	$	425,794		$	187,101		$	147,751		$	512,908		$	107,240		$	147,751
Interest earning deposits		2,988			1,250			2,452			1,982			3,448			2,452

Cash and cash equivalents		428,782			188,351			150,203			514,890			110,688			150,203
Investment securities - available for sale (“AFS”)		784,275			687,661			839,321			782,277			892,129			839,321
Non-purchased loans and leases		4,311,105			2,778,503			3,979,870			4,767,123			3,171,585			3,979,870
Purchased loans		2,042,164			793,488			1,147,947			1,826,848			1,404,069			1,147,947

Total loans and leases		6,353,269			3,571,991			5,127,817			6,593,971			4,575,654			5,127,817
Allowance for loan and lease losses		(54,147	)		(43,861	)		(52,918	)		(56,749	)		(46,958	)		(52,918	)

Net loans and leases		6,299,122			3,528,130			5,074,899			6,537,222			4,528,696			5,074,899
Federal Deposit Insurance Corporation (“FDIC”) loss share receivable		0			57,782			0			0			50,679			0
Premises and equipment, net		282,073			254,973			273,591			285,087			265,061			273,591
Foreclosed assets		32,094			60,869			37,775			25,973			56,356			37,775
Accrued interest receivable		25,179			15,486			20,192			26,345			21,143			20,192
Bank owned life insurance (“BOLI”)		182,649			144,601			182,052			269,311			179,277			182,052
Intangible assets, net		155,510			20,993			105,576			151,150			108,640			105,576
Other, net		113,723			74,149			82,890			118,180			85,306			82,890

Total assets	$	8,303,407		$	5,032,995		$	6,766,499		$	8,710,435		$	6,297,975		$	6,766,499


LIABILITIES AND STOCKHOLDERS’ EQUITY
Deposits:
Demand non-interest bearing	$	1,265,165		$	886,341		$	1,145,454		$	1,320,779		$	1,058,210		$	1,145,454
Savings and interest bearing transaction		3,298,807			2,199,545			2,892,989			3,645,551			2,748,929			2,892,989
Time		2,152,689			830,318			1,457,939			2,120,969			1,176,758			1,457,939

Total deposits		6,716,661			3,916,204			5,496,382			7,087,299			4,983,897			5,496,382
Repurchase agreements with customers		76,960			51,140			65,578			70,011			55,999			65,578
Other borrowings		161,318			280,885			190,855			161,931			280,875			190,855
Subordinated debentures		117,264			64,950			64,950			117,403			64,950			64,950
FDIC clawback payable		0			26,202			0			0			26,533			0
Accrued interest payable and other liabilities		48,472			32,842			36,892			61,033			32,063			36,892

Total liabilities		7,120,675			4,372,223			5,854,657			7,497,677			5,444,317			5,854,657


Commitments and contingencies

Stockholders’ equity:
Preferred stock; $0.01 par value; 1,000,000 shares authorized; no shares outstanding at March 31, 2015 and 2014 or at December 31, 2014		0			0			0
Common stock; $0.01 par value; 125,000,000 shares authorized; 86,758,375, 73,888,304 and 79,924,350 shares issued at March 31, 2015, March 31, 2014 and December 31, 2014, respectively		867			739			799
Preferred stock; $0.01 par value; 1,000,000 shares authorized; no shares outstanding at June 30, 2015 and 2014 or at December 31, 2014											0			0			0
Common stock; $0.01 par value; 125,000,000 shares authorized; 86,811,457, 79,662,150 and 79,924,350 shares issued at June 30, 2015, June 30, 2014 and December 31, 2014, respectively											868			797			799
Additional paid-in capital		563,087			147,214			324,354			566,320			315,267			324,354
Retained earnings		600,935			506,146			571,454			633,998			524,134			571,454
Accumulated other comprehensive income		14,367			3,211			14,132			8,068			10,006			14,132
Treasury stock, at cost, none at March 31, 2015 or March 31, 2014, 72,268 shares at December 31, 2014		0			0			(2,349	)
Treasury stock, at cost, none at June 30, 2015 or June 30, 2014, 72,268 shares at December 31, 2014											0			0			(2,349	)

Total stockholders’ equity before noncontrolling interest		1,179,256			657,310			908,390			1,209,254			850,204			908,390
Noncontrolling interest		3,476			3,462			3,452			3,504			3,454			3,452

Total stockholders’ equity		1,182,732			660,772			911,842			1,212,758			853,658			911,842

Total liabilities and stockholders’ equity	$	8,303,407		$	5,032,995		$	6,766,499		$	8,710,435		$	6,297,975		$	6,766,499


	Three Months Ended					Three Months Ended						Six Months Ended
	March 31,					June 30,						June 30,
	2015			2014		2015			2014			2015			2014
	(Dollars in thousands, except per share amounts)					(Dollars in thousands, except per share amounts)
Interest income:
Non-purchased loans and leases	$	50,432		$	33,412	$	56,637		$	36,833		$	107,069		$	70,247
Purchased loans		32,860			16,885		35,762			25,128			68,622			42,013
Investment securities:
Taxable		3,485			2,360		3,230			2,790			6,715			5,149
Tax-exempt		4,669			4,397		4,456			4,974			9,125			9,371
Deposits with banks and federal funds sold		9			3		18			35			27			38

Total interest income		91,455			57,057		100,103			69,760			191,558			126,818


Interest expense:
Deposits		3,537			1,581		3,917			1,827			7,454			3,408
Repurchase agreements with customers		17			12		19			13			36			25
Other borrowings		1,703			2,655		1,443			2,692			3,146			5,347
Subordinated debentures		709			413		968			427			1,676			840

Total interest expense		5,966			4,661		6,347			4,959			12,312			9,620


Net interest income		85,489			52,396		93,756			64,801			179,246			117,198
Provision for loan and lease losses		6,315			1,304		(4,308	)		(5,582	)		(10,623	)		(6,887	)

Net interest income after provision for loan and lease losses		79,174			51,092		89,448			59,219			168,623			110,311


Non-interest income:
Service charges on deposit accounts		6,627			5,639		7,088			6,605			13,715			12,244
Mortgage lending income		1,507			954		1,772			1,126			3,279			2,080
Trust income		1,432			1,316		1,463			1,364			2,895			2,681
BOLI income		3,623			1,130		1,785			1,278			5,407			2,408
Net accretion of FDIC loss share receivable and FDIC clawback payable		0			692
Net amortization of FDIC loss share receivable and FDIC clawback payable							0			(741	)		0			(49	)
Other income from purchased loans, net		8,908			3,311		6,971			3,629			15,879			6,940
Net gains on investment securities		2,534			5		85			18			2,618			23
Gains on sales of other assets		2,829			974		2,557			1,448			5,385			2,422
Gain on merger and acquisition transaction		0			4,667		0			0			0			4,667
Other		1,607			1,672		1,549			2,661			3,159			4,333

Total non-interest income		29,067			20,360		23,270			17,388			52,337			37,749


Non-interest expense:
Salaries and employee benefits		22,597			17,689		22,646			18,831			45,243			36,520
Net occupancy and equipment		7,291			5,044		7,344			5,707			14,635			10,751
Other operating expenses		20,296			14,721		13,734			13,340			34,030			28,062

Total non-interest expense		50,184			37,454		43,724			37,878			93,908			75,333


Income before taxes		58,057			33,998		68,994			38,729			127,052			72,727
Provision for income taxes		18,139			8,730		24,190			12,251			42,330			20,981

Net income		39,918			25,268		44,804			26,478			84,722			51,746
Earnings attributable to noncontrolling interest		(24	)		8		(28	)		8			(52	)		16

Net income available to common stockholders	$	39,894		$	25,276	$	44,776		$	26,486		$	84,670		$	51,762


Basic earnings per common share	$	0.48		$	0.34	$	0.52		$	0.35		$	0.99		$	0.69


Diluted earnings per common share	$	0.47		$	0.34	$	0.51		$	0.34		$	0.98		$	0.68


Dividends declared per common share	$	0.13		$	0.11	$	0.135		$	0.115		$	0.265		$	0.225


							Three Months Ended						Six Months Ended
	Three Months Ended						June 30,						June 30,
	March 31,						2015			2014			2015			2014
	2015			2014			(Dollars in thousands)
	(Dollars in thousands)
Net income	$	39,918		$	25,268		$	44,804		$	26,478		$	84,722		$	51,746
Other comprehensive income:
Other comprehensive income (loss):
Unrealized gains and losses on investment securities AFS		2,914			11,330			(10,091	)		11,199			(7,600	)		22,529
Tax effect of unrealized gains and losses on investment securities AFS		(1,110	)		(4,444	)		3,844			(4,393	)		3,157			(8,837	)
Reclassification of gains and losses on investment securities AFS included in net income		(2,534	)		(5	)		(85	)		(18	)		(2,618	)		(23	)
Tax effect of reclassification of gains and losses on investment securities AFS included in net income		965			2			33			7			997			9

Total other comprehensive income		235			6,883
Total other comprehensive income (loss)								(6,299	)		6,795			(6,064	)		13,678

Total comprehensive income	$	40,153		$	32,151		$	38,505		$	33,273		$	78,658		$	65,424


																					Common Stock		Additional Paid-In Capital			Retained Earnings			Accumulated Other Comprehensive Income (Loss)			Treasury Stock			Non- Controlling Interest			Total
	Common Stock		Additional Paid-In Capital			Retained Earnings			Accumulated Other Comprehensive Income (Loss)			Treasury Stock			Non-Controlling Interest			Total			(Dollars in thousands)
	(Dollars in thousands)
Balances – January 1, 2014	$	739	$	143,015		$	488,978		$	(3,672	)	$	0		$	3,470		$	632,530		$	737	$	143,017		$	488,978		$	(3,672	)	$	0		$	3,470		$	632,530
Net income		0		0			25,268			0			0			0			25,268			0		0			51,746			0			0			0			51,746
Earnings attributable to noncontrolling interest		0		0			8			0			0			(8	)		0			0		0			16			0			0			(16	)		0
Total other comprehensive income		0		0			0			6,883			0			0			6,883			0		0			0			13,678			0			0			13,678
Common stock dividends paid		0		0			(8,108	)		0			0			0			(8,108	)		0		0			(16,606	)		0			0			0			(16,606	)
Issuance of 176,600 shares of common stock for exercise of stock options		0		1,505			0			0			0			0			1,505
Excess tax benefit on exercise and forfeiture of stock options and vesting of restricted common stock		0		1,323			0			0			0			0			1,323
Issuance of 185,000 shares of common stock for exercise of stock options																						2		1,570			0			0			0			0			1,572
Forfeiture of 400 shares of unvested restricted common stock																						0		0			0			0			0			0			0
Excess tax benefit on stock-based compensation																						0		1,373			0			0			0			0			1,373
Stock-based compensation expense		0		1,371			0			0			0			0			1,371			0		3,050			0			0			0			0			3,050
Issuance of 5,765,846 shares of common stock for acquisition of Summit Bancorp, Inc., net of issuance costs of $88,000																						58		166,257			0			0			0			0			166,315

Balances – March 31, 2014	$	739	$	147,214		$	506,146		$	3,211		$	0		$	3,462		$	660,772
Balances – June 30, 2014																					$	797	$	315,267		$	524,134		$	10,006		$	0		$	3,454		$	853,658


Balances – January 1, 2015	$	799	$	324,354		$	571,454		$	14,132		$	(2,349	)	$	3,452		$	911,842		$	799	$	324,354		$	571,454		$	14,132		$	(2,349	)	$	3,452		$	911,842
Net income		0		0			39,918			0			0			0			39,918			0		0			84,722			0			0			0			84,722
Earnings attributable to noncontrolling interest		0		0			(24	)		0			0			24			0			0		0			(52	)		0			0			52			0
Total other comprehensive income		0		0			0			235			0			0			235
Total other comprehensive income (loss)																						0		0			0			(6,064	)		0			0			(6,064	)
Common stock dividends paid		0		0			(10,413	)		0			0			0			(10,413	)		0		0			(22,126	)		0			0			0			(22,126	)
Issuance of 53,000 shares of common stock for exercise of stock options		0		547			0			0			0			0			547
Issuance of 243,300 shares of unvested restricted common stock		2		(2,351	)		0			0			2,349			0			0
Excess tax benefit on exercise and forfeiture of stock options and vesting of restricted common stock		0		330			0			0			0			0			330
Issuance of 99,050 shares of common stock for exercise of stock options																						1		996			0			0			0			0			997
Issuance of 245,300 shares of unvested restricted common stock																						2		(2,351	)		0			0			2,349			0			0
Excess tax benefit on stock-based compensation																						0		791			0			0			0			0			791
Stock-based compensation expense		0		1,897			0			0			0			0			1,897			0		4,220			0			0			0			0			4,220
Forfeiture of 27,250 shares of unvested restricted common stock		0		0			0			0			0			0			0
Forfeiture of 29,875 shares of unvested restricted common stock																						0		0			0			0			0			0			0
Issuance of 7,657 shares of common stock to non-employee directors																						0		0			0			0			0			0			0
Issuance of 6,637,243 shares of common stock for acquisition of Intervest Bancshares Corporation, net of issuance costs of $100,000		66		238,310			0			0			0			0			238,376			66		238,310			0			0			0			0			238,376

Balances – March 31, 2015	$	867	$	563,087		$	600,935		$	14,367		$	0		$	3,476		$	1,182,732
Balances – June 30, 2015																					$	868	$	566,320		$	633,998		$	8,068		$	0		$	3,504		$	1,212,758


	Three Months Ended						Six Months Ended
	March 31,						June 30,
	2015			2014			2015			2014
	(Dollars in thousands)						(Dollars in thousands)
Cash flows from operating activities:
Net income	$	39,918		$	25,268		$	84,722		$	51,746
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation		2,131			1,855			4,575			3,816
Amortization		1,596			813			3,236			1,932
Earnings attributable to noncontrolling interest		(24	)		8			(52	)		16
Provision for loan and lease losses		6,315			1,304			10,623			6,887
Provision for losses on foreclosed assets		2,203			64			2,427			863
Net amortization of investment securities AFS		70			111
Net (accretion) amortization of investment securities AFS								(51	)		301
Net gains on investment securities AFS		(2,534	)		(5	)		(2,618	)		(23	)
Originations of mortgage loans held for sale		(62,508	)		(38,748	)		(136,267	)		(90,110	)
Proceeds from sales of mortgage loans held for sale		58,990			38,535			127,302			83,337
Accretion of purchased loans		(32,860	)		(16,885	)		(68,622	)		(42,013	)
Net accretion of FDIC loss share receivable and FDIC clawback payable		0			(692	)
Net amortization of FDIC loss share receivable and FDIC clawback payable								0			49
Gains on sales of other assets		(2,829	)		(974	)		(5,385	)		(2,422	)
Gain on merger and acquisition transaction		0			(4,667	)		0			(4,667	)
Prepayment penalty on Federal Home Loan Bank of Dallas advances		2,480			0			2,480			0
Deferred income tax benefit		(277	)		(242	)
Deferred income tax expense (benefit)								2,252			(3,407	)
Increase in cash surrender value of BOLI		(1,362	)		(1,130	)		(3,119	)		(2,408	)
BOLI death benefits in excess of cash surrender value		(2,259	)		0			(2,289	)		0
Excess tax benefit on exercise and forfeiture of stock options and vesting of restricted stock		(330	)		(1,323	)
Stock-based compensation expense		1,897			1,371			4,220			3,050
Excess tax benefit on stock-based compensation								(791	)		(1,373	)
Changes in assets and liabilities:
Accrued interest receivable		(3,253	)		(813	)		(4,420	)		(2,049	)
Other assets, net		30,345			(285	)		28,658			3,449
Accrued interest payable and other liabilities		8,043			14,631			(1,951	)		13,094

Net cash provided by operating activities		45,752			18,196			44,930			20,068

Cash flows from investing activities:
Proceeds from sales of investment securities AFS		30,117			1,224			32,777			48,394
Proceeds from maturities/calls/paydowns of investment securities AFS		50,187			13,279			81,532			29,706
Purchases of investment securities AFS		0			(18,349	)		(37,522	)		(35,109	)
Net increase of non-purchased loans and leases		(351,740	)		(148,100	)		(800,061	)		(539,695	)
Payments received on purchased loans		209,651			86,689			462,027			207,403
Payments received from FDIC under loss share agreements		0			10,610			0			16,076
Other net decreases in assets covered by FDIC loss share agreements and FDIC loss share receivable		0			5,423			0			9,246
Purchases of premises and equipment		(4,003	)		(3,433	)		(9,720	)		(4,586	)
Purchase of BOLI								(85,000	)		0
Proceeds from BOLI death benefits								3,149			0
Proceeds from sales of other assets		19,207			11,313			40,018			30,166
Cash invested in unconsolidated investments		(286	)		(881	)		(639	)		(2,320	)
Net cash received in merger and acquisition transactions		274,235			80,656			274,235			121,918

Net cash provided by investing activities		227,368			38,431
Net cash used by investing activities								(39,204	)		(118,801	)

Cash flows from financing activities:
Net increase (decrease) in deposits		35,631			(56,742	)
Net increase in deposits								406,269			41,190
Net repayments of other borrowings		(32,018	)		(266	)		(31,404	)		(464	)
Net increase (decrease) in repurchase agreements with customers		11,382			(1,963	)		4,434			(13,619	)
Proceeds from exercise of stock options		547			1,505			997			1,572
Excess tax benefit on exercise and forfeiture of stock options and vesting of restricted stock		330			1,323
Excess tax benefit on stock-based compensation								791			1,373
Cash dividends paid on common stock		(10,413	)		(8,108	)		(22,126	)		(16,606	)

Net cash provided (used) by financing activities		5,459			(64,251	)
Net cash provided by financing activities								358,961			13,446

Net increase (decrease) in cash and cash equivalents		278,579			(7,624	)		364,687			(85,287	)
Cash and cash equivalents – beginning of period		150,203			195,975			150,203			195,975

Cash and cash equivalents – end of period	$	428,782		$	188,351		$	514,890		$	110,688

Bank of the Ozarks, Inc. (the “Company”) is a bank holding company headquartered in Little Rock, Arkansas, which operates under the rules and regulations of the Board of Governors of the Federal Reserve System. The Company owns a wholly-owned state chartered bank subsidiary – Bank of the Ozarks (the “Bank”), eight 100%-owned finance subsidiary business trusts – Ozark Capital Statutory Trust II (“Ozark II”), Ozark Capital Statutory Trust III (“Ozark III”), Ozark Capital Statutory Trust IV (“Ozark IV”), Ozark Capital Statutory Trust V (“Ozark V”) (collectively, the “Ozark Trusts”), Intervest Statutory Trust II (“Intervest II”), Intervest Statutory Trust III (“Intervest III”), Intervest Statutory Trust IV (“Intervest IV”) and Intervest Statutory Trust V (“Intervest V”), (collectively, the “Intervest Trusts”; and together with Ozark Trusts, the “Trusts”) and, indirectly through the Bank, a subsidiary engaged in the development of real estate, a subsidiary that owns private aircraft and various other entities that hold foreclosed assets or tax credits or engage in other activities. The Company and Bank are subject to the regulation of certain federal and state agencies and undergo periodic examinations by those regulatory authorities. The consolidated financial statements include the accounts of the Company, the Bank, the real estate subsidiary, the aircraft subsidiary and certain of those various other entities in accordance with accounting principles generally accepted in the United States (“GAAP”). Significant intercompany transactions and amounts have been eliminated in consolidation.

At ~~March 31,~~June 30, 2015, the Company had ~~165~~164 offices, including 8180 in Arkansas, 28 in Georgia, 21 in Texas, 16 in North Carolina, 11 in Florida, three in Alabama, two offices each in South Carolina and New York and one office in California.

The accompanying consolidated financial statements have been prepared by the Company, without audit, pursuant to the rules and regulations of the Securities and Exchange Commission (“SEC”) in Article 10 of Regulation S-X and in accordance with the instructions to Form 10-Q and GAAP for interim financial information. Certain information, accounting policies and footnote disclosures normally included in complete financial statements prepared in accordance with GAAP have been condensed or omitted in accordance with such rules and regulations. These consolidated financial statements should be read in conjunction with the audited consolidated financial statements and notes thereto included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2014.

The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the amounts reported in the consolidated financial statements and accompanying notes. Actual results could differ from those estimates. In the opinion of management, all adjustments considered necessary, consisting of normal recurring items, have been included for a fair presentation of the accompanying consolidated financial statements. Operating results for the three months or six months ended ~~March 31,~~June 30, 2015 are not necessarily indicative of the results that may be expected for the full year or future periods.

On June 23, 2014, the Company completed a two-for-one stock split in the form of a stock dividend by issuing one share of common stock for each share of such stock outstanding on June 13, 2014. All share and per share information in the consolidated financial statements and the notes to the consolidated financial statements has been adjusted to give effect to this stock split.

Certain reclassifications of prior period amounts have been made to conform with the current period presentation. These reclassifications had no impact on previously reported net income. ~~Additionally, during~~

During the fourth quarter of 2014, the Bank and the Federal Deposit Insurance Corporation (“FDIC”) entered into agreements terminating the loss share agreements for all seven of ~~the Company’s~~its FDIC-assisted acquisitions. As a result of entering these termination agreements, the Company reclassified its loans previously reported as covered by FDIC loss share to purchased loans for all periods ~~presented. Additionally, the Company~~presented, and it has reclassified all interest income inon loans previously reported as covered by FDIC loss share to interest income on purchased loans for all periods presented.

During the second quarter of 2015, the Company revised its initial estimates and assumptions regarding the recovery of certain acquired loans and acquired deferred tax assets from its acquisition of Intervest Bancshares Corporation (“Intervest”). As a result, certain amounts previously reported in the Company’s consolidated financial statements have been recast.

On February 10, 2015, the Company completed its previously announced acquisition of Intervest ~~Bancshares Corporation (“Intervest”),~~ and its wholly-owned bank subsidiary Intervest National Bank, for an aggregate of 6,637,243 shares of its common stock (plus cash in lieu of fractional shares) in a transaction valued at approximately $238.5 million. The acquisition of Intervest provided the Company with a banking office in New York City and expanded its service area in Florida by adding five banking offices in Clearwater, Florida and one office in South Pasadena, Florida.

During the second quarter of 2015, management revised its initial estimates and assumptions regarding the recovery of certain acquired loans and acquired deferred tax assets. Because such revision occurred during the first 12 months following the date of acquisition and was not the result of a change in circumstances, management has recast the first quarter 2015 consolidated financial statements to decrease the goodwill recorded in the Intervest acquisition by $2.7 million to reflect this change in estimate.

The following table provides a summary of the assets acquired and liabilities assumed as recorded by Intervest, the ~~preliminary~~ estimates of the fair value adjustments necessary to adjust those acquired assets and assumed liabilities to estimated fair value, the recast adjustment described above and the ~~preliminary~~ estimates of the resultant fair values of those assets and liabilities as recorded by the Company. As provided for under GAAP, management has up to 12 months following the date of acquisition to finalize the fair values of the acquired assets and assumed liabilities. Once management has finalized the fair values of acquired assets and assumed liabilities within this 12-month period, management considers such values to be the day 1 fair values (“Day 1 Fair Values”). The ~~preliminary~~ fair value adjustments and the ~~preliminary~~ resultant fair values shown in the following table continue to be evaluated by management and may be subject to further adjustment.


	February 10, 2015										February 10, 2015
	As Recorded by Intervest			Preliminary Fair Value Adjustments⁽¹⁾				As Recorded by the Company⁽¹⁾			As Recorded by Intervest			Fair Value Adjustments⁽¹⁾			Recast Adjustment			As Recorded by the Company⁽¹⁾
	(Dollars in thousands)										(Dollars in thousands)
Assets acquired:
Cash, due from banks and interest earning deposits	$	274,343		$	0			$	274,343		$	274,343		$	0		$	0		$	274,343
Investment securities		21,495			321		a		21,816			21,495			321	a		0			21,816
Loans		1,108,439			(33,868	)	b		1,074,571			1,108,439			(33,868	) b		4,393			1,078,964
Allowance for loan losses		(25,208	)		25,208		b		0			(25,208	)		25,208	b		0			0
Premises and equipment		4,357			2,256		c		6,613			4,357			2,256	c		0			6,613
Foreclosed assets		2,350			(1,710	)	d		640			2,350			(1,710	) d		0			640
Accrued interest receivable and other assets		34,076			(4,091	)	e		29,985			34,076			(4,091	) e		(689	)		29,296
Core deposit intangible asset		0			4,595		f		4,595			0			4,595	f		0			4,595
Deferred income taxes		11,758			8,082		g		19,840			11,758			8,082	g		(985	)		18,855

Total assets acquired		1,431,610			793				1,432,403			1,431,610			793			2,719			1,435,122


Liabilities assumed:
Deposits		1,162,437			22,211		h		1,184,648			1,162,437			22,211	h		0			1,184,648
Subordinated debentures		56,702			(4,463	)	i		52,239			56,702			(4,463	) i		0			52,239
Accrued interest payable and other liabilities		3,608			358		j		3,966			3,608			358	j		0			3,966

Total liabilities assumed		1,222,747			18,106				1,240,853			1,222,747			18,106			0			1,240,853

Net assets acquired	$	208,863		$	(17,313	)			191,550		$	208,863		$	(17,313	)	$	2,719			194,269

Consideration paid:
Cash in lieu of fractional shares									(7	)											(7	)
Stock									(238,476	)											(238,476	)

Total consideration paid									(238,483	)											(238,483	)

Goodwill								$	46,933											$	44,214

As a result of the recast adjustment described above, certain amounts previously reported in the Company’s consolidated financial statements as of March 31, 2015 have been recast. The following is a summary of those financial statement captions that have been impacted by the recast adjustment.

Goodwill of ~~$46.9~~$44.2 million, which is the excess of the merger consideration over the fair value of net assets acquired, was recorded in the Intervest acquisition and is the result of expected operational synergies, expansion of full service banking in New York City and other factors. This goodwill is not expected to be deductible for tax purposes. To the extent that management further revises any of the above fair value adjustments as a result of its continuing evaluation, the amount of goodwill recorded in the Intervest acquisition ~~could change.~~may be subject to further adjustment.

The Company’s consolidated results of operations include the operating results ~~for~~of Intervest beginning February 11, 2015 through the end of the reporting period. For the three months ended June 30, 2015, Intervest contributed ~~$8.9~~$14.9 million of net interest income and ~~$4.8~~$8.6 million of net income ~~during~~to the ~~three~~Company’s operating results. For the six months ended ~~March 31, 2015.~~June 30, 2015, Intervest contributed $23.8 million of net interest income and $13.5 million of net income to the Company’s operating results.

The following unaudited supplemental pro forma information is presented to show the estimated results assuming Intervest was acquired as of the beginning of the earliest period presented, adjusted for estimated potential costs savings. These unaudited pro forma results are not necessarily indicative of the operating results that the Company would have achieved had it completed the acquisition as of January 1, 2014 or 2015 and should not be considered as representative of future operating results.


					Six Months Ended
	Three Months Ended				June 30,
	March 31,				2015		2014
	2015		2014		(Dollars in thousands, except per share amounts)
	(Dollars in thousands, except per share amounts)
Net interest income – pro forma (unaudited)	$	90,345	$	67,947	$	186,428	$	143,484
Net income – pro forma (unaudited)	$	43,924	$	30,504	$	88,745	$	62,949
Diluted earnings per common share – pro forma (unaudited)	$	0.50	$	0.38	$	1.01	$	0.76

On May 16, 2014, the Company completed the acquisition of Summit Bancorp, Inc. (“Summit”) and Summit Bank, its wholly-owned bank subsidiary, for an aggregate of $42.5 million in cash and 5,765,846 shares of its common stock. The acquisition of Summit expanded its service area in Central, South and Western Arkansas by adding 23 banking locations and one loan production office in nine Arkansas counties. During the second quarter of 2014, the Company closed one of the banking offices and the one loan production office acquired in the Summit acquisition. During the fourth quarter of 2014 and the second quarter of 2015, the Company closed ~~seven~~eight additional banking offices, including ~~five~~six that were acquired from Summit, in markets where the Company had excess branches as a result of the Summit acquisition. Goodwill of $73.4 million, which is the excess of the merger consideration over the fair value of net assets acquired, was recorded in the Summit acquisition and is the result of expected operational synergies and other factors. This goodwill is not expected to be deductible for tax purposes.

On March 5, 2014, the Company completed its acquisition of Bancshares, Inc. (“Bancshares”) and OMNIBANK, N.A., its wholly-owned bank subsidiary, for an aggregate of $21.5 million in cash. The Company recognized a bargain purchase gain of $4.7 million during the first quarter of 2014 as a result of the Bancshares acquisition. The acquisition of Bancshares expanded the Company’s service area in South Texas by adding three offices in Houston and one office each in Austin, Cedar Park, Lockhart, and San Antonio.

Basic EPS is computed by dividing net income available to common stockholders by the weighted-average number of common shares outstanding. Diluted EPS is computed by dividing net income available to common stockholders by the weighted-average number of common shares outstanding after consideration of the dilutive effect, if any, of outstanding common stock options using the treasury stock method. ~~At March 31, 2015,~~No options to purchase ~~535,000~~shares of common stock for the three months ended June 30, 2015 and 2014 or the six

months ended June 30, 2014 were excluded from the diluted EPS calculations as all options were dilutive. Options to purchase 531,500 shares of the Company’s common stock at a weighted-average exercise price of ~~$36.05~~$40.34 were outstanding but not included in the computation of diluted EPS for the six months ended June 30, 2015 because the options exercise price was greater than the average market price of the common shares and inclusion would have been antidilutive. ~~No options to purchase shares of common stock for the three months ended March 31, 2014 were excluded from the diluted EPS calculations as all options were dilutive.~~

The following table presents the computation of basic and diluted EPS for the periods indicated.


	Three Months Ended				Three Months Ended				Six Months Ended
	March 31,				June 30,				June 30,
	2015		2014		2015		2014		2015		2014
	(In thousands, except per share amounts)				(In thousands, except per share amounts)
Numerator:
Distributed earnings allocated to common stock	$	10,413	$	8,108
Undistributed earnings allocated to common stock		29,481		17,168
Distributed earnings allocated to common stockholders					$	11,713	$	8,497	$	22,126	$	16,606
Undistributed earnings allocated to common stockholders						33,063		17,989		62,544		35,156

Net income available to common stock	$	39,894	$	25,276
Net income available to common stockholders					$	44,776	$	26,486	$	84,670	$	51,762


Denominator:
Denominator for basic EPS – weighted-average common shares		83,699		73,802		86,786		76,743		85,251		75,281
Effect of dilutive securities – stock options		710		692		729		723		750		700

Denominator for diluted EPS – weighted-average common shares and assumed conversions		84,409		74,494		87,515		77,466		86,001		75,981

Basic EPS	$	0.48	$	0.34	$	0.52	$	0.35	$	0.99	$	0.69

Diluted EPS	$	0.47	$	0.34	$	0.51	$	0.34	$	0.98	$	0.68

At ~~March 31,~~June 30, 2015 and 2014 and at December 31, 2014, the Company classified all of its investment securities portfolio as AFS. Accordingly, investment securities are stated at estimated fair value in the consolidated financial statements with unrealized gains and losses, net of related income tax, reported as a separate component of stockholders’ equity and included in accumulated other comprehensive income (loss).

The following table presents the amortized cost and estimated fair value of investment securities AFS as of the dates indicated. The Company’s investment in the “CRA qualified investment fund” includes shares held in a mutual fund that qualifies under the Community Reinvestment Act of 1977 for community reinvestment purposes. The Company’s holdings of equity securities in Federal Home Loan Bank of Dallas (“FHLB”) and First National Banker’s Bankshares, Inc. (“FNBB”) do not have readily determinable fair values and are carried at cost.


	Amortized Cost		Gross Unrealized Gains		Gross Unrealized Losses			Estimated Fair Value		Amortized Cost		Gross Unrealized Gains		Gross Unrealized Losses			Estimated Fair Value
	(Dollars in thousands)									(Dollars in thousands)
March 31, 2015:
June 30, 2015:
Obligations of state and political subdivisions	$	496,251	$	16,203	$	(247	)	$	512,207	$	496,777	$	11,768	$	(1,630	)	$	506,915
U.S. Government agency securities		252,728		7,503		(256	)		259,975		257,849		4,627		(1,723	)		260,753
Corporate obligations		622		0		0			622		3,574		0		0			3,574
CRA qualified investment fund		1,022		6		0			1,028		1,028		0		(8	)		1,020
FHLB and FNBB equity securities		10,443		0		0			10,443		10,015		0		0			10,015

Total	$	761,066	$	23,712	$	(503	)	$	784,275	$	769,243	$	16,395	$	(3,361	)	$	782,277


December 31, 2014:
Obligations of state and political subdivisions	$	555,335	$	18,267	$	(393	)	$	573,209	$	555,335	$	18,267	$	(393	)	$	573,209
U.S. Government agency securities		245,854		6,144		(765	)		251,233		245,854		6,144		(765	)		251,233
Corporate obligations		654		0		0			654		654		0		0			654
FHLB and FNBB equity securities		14,225		0		0			14,225		14,225		0		0			14,225

Total	$	816,068	$	24,411	$	(1,158	)	$	839,321	$	816,068	$	24,411	$	(1,158	)	$	839,321

March 31, 2014:

June 30, 2014:
Obligations of state and political subdivisions	$	447,368	$	10,010	$	(4,630	)	$	452,748	$	603,533	$	15,536	$	(2,504	)	$	616,565
U.S. Government agency securities		219,836		3,526		(3,622	)		219,740		254,878		5,613		(2,180	)		258,311
Corporate obligations		686		0		0			686		685		0		0			685
FHLB and FNBB equity securities		14,487		0		0			14,487		16,568		0		0			16,568

Total	$	682,377	$	13,536	$	(8,252	)	$	687,661	$	875,664	$	21,149	$	(4,684	)	$	892,129

The following table shows estimated fair value of investment securities AFS having gross unrealized losses and the amount of such unrealized losses, aggregated by investment category and length of time that individual investment securities have been in a continuous unrealized loss position, as of the dates indicated.


	Less than 12 Months				12 Months or More				Total				Less than 12 Months				12 Months or More				Total
	Estimated Fair Value		Unrealized Losses		Estimated Fair Value		Unrealized Losses		Estimated Fair Value		Unrealized Losses		Estimated Fair Value		Unrealized Losses		Estimated Fair Value		Unrealized Losses		Estimated Fair Value		Unrealized Losses
	(Dollars in thousands)												(Dollars in thousands)
March 31, 2015:
June 30, 2015:
Obligations of state and political subdivisions	$	39,112	$	189	$	3,437	$	58	$	42,549	$	247	$	104,621	$	1,532	$	7,515	$	98	$	112,136	$	1,630
U.S. Government agency securities		23,451		171		7,241		85		30,692		256		76,252		1,534		7,181		189		83,433		1,723
CRA qualified investment fund														1,020		8		0		0		1,020		8

Total temporarily impaired securities	$	62,563	$	360	$	10,678	$	143	$	73,241	$	503	$	181,893	$	3,074	$	14,696	$	287	$	196,589	$	3,361


December 31, 2014:
Obligations of state and political subdivisions	$	29,174	$	75	$	34,414	$	318	$	63,588	$	393	$	29,174	$	75	$	34,414	$	318	$	63,588	$	393
U.S. Government agency securities		9,630		25		47,626		740		57,256		765		9,630		25		47,626		740		57,256		765

Total temporarily impaired securities	$	38,804	$	100	$	82,040	$	1,058	$	120,844	$	1,158	$	38,804	$	100	$	82,040	$	1,058	$	120,844	$	1,158

March 31, 2014:

June 30, 2014:
Obligations of state and political subdivisions	$	51,961	$	2,048	$	47,890	$	2,582	$	99,851	$	4,630	$	60,769	$	386	$	79,000	$	2,118	$	139,769	$	2,504
U.S. Government agency securities		69,783		3,582		1,038		40		70,821		3,622		15,227		67		58,608		2,113		73,835		2,180

Total temporarily impaired securities	$	121,744	$	5,630	$	48,928	$	2,622	$	170,672	$	8,252	$	75,996	$	453	$	137,608	$	4,231	$	213,604	$	4,684

In evaluating the Company’s unrealized loss positions for other-than-temporary impairment of its investment securities portfolio, management considers the credit quality of the issuer, the nature and cause of the unrealized loss, the severity and duration of the impairments and other factors. At ~~March 31,~~June 30, 2015 management determined the unrealized losses were the result of fluctuations in interest rates and did not reflect deteriorations of the credit quality of the investments. Accordingly, management considers these unrealized losses to be temporary in nature. The Company does not have the intent to sell these investment securities with unrealized losses and, more likely than not, will not be required to sell these investment securities before fair value recovers to amortized cost.

The following table shows the amortized cost and estimated fair value of investment securities AFS by maturity or estimated date of repayment as of the date indicated.


	March 31, 2015				June 30, 2015
Maturity or Estimated Repayment	Amortized Cost		Estimated Fair Value		Amortized Cost		Estimated Fair Value
	(Dollars in thousands)				(Dollars in thousands)
One year or less	$	37,328	$	38,391	$	36,133	$	36,619
After one year to five years		139,542		142,725		139,079		140,690
After five years to ten years		187,370		192,169		189,702		192,251
After ten years		396,826		410,990		404,329		412,717

Total	$	761,066	$	784,275	$	769,243	$	782,277

For purposes of this maturity distribution, all investment securities AFS are shown based on their contractual maturity date or estimated date of repayment, except (i) FHLB and FNBB equity securities and the CRA qualified investment fund with no contractual maturity date are shown in the longest maturity category and (ii) U.S. Government agency securities and municipal housing authority securities backed by residential mortgages are allocated among various maturities based on an estimated repayment schedule utilizing Bloomberg median prepayment speeds or other estimates of prepayment speeds and interest rate levels at the measurement date. Expected maturities will differ from contractual maturities because issuers may have the right to call or prepay obligations with or without call or prepayment penalties.

The following table is a summary of sales activities in the Company’s investment securities AFS for the periods indicated.


	Three Months Ended March 31,					Three Months Ended June 30,				Six Months Ended June 30,
	2015			2014		2015		2014		2015			2014
	(Dollars in thousands)					(Dollars in thousands)
Sales proceeds	$	30,117		$	1,224	$	2,660	$	47,170	$	32,777		$	48,394


Gross realized gains	$	2,535		$	5	$	85	$	18	$	2,619		$	23
Gross realized losses		(1	)		0		0		0		(1	)		0

Net gains on investment securities	$	2,534		$	5	$	85	$	18	$	2,618		$	23

The following table is a summary of activity within the ALLL for the periods indicated.


	Three Months Ended March 31,						Three Months Ended June 30,						Six Months Ended June 30,
	2015			2014			2015			2014			2015			2014
	(Dollars in thousands)						(Dollars in thousands)
Beginning balance	$	52,918		$	42,945		$	54,147		$	43,861		$	52,918		$	42,945
Non-purchased loans and leases charged off		(4,079	)		(920	)		(1,496	)		(1,650	)		(5,575	)		(2,569	)
Recoveries of non-purchased loans and leases previously charged off		308			736			198			247			506			982

Net non-purchased loans and leases charged off		(3,771	)		(184	)		(1,298	)		(1,403	)		(5,069	)		(1,587	)
Purchased loans charged off, net		(1,315	)		(204	)		(408	)		(1,082	)		(1,723	)		(1,287	)

Net charge-offs – total loans and leases		(5,086	)		(388	)		(1,706	)		(2,485	)		(6,792	)		(2,874	)
Provision for loan and lease losses:
Non-purchased loans and leases		5,000			1,100			3,900			4,500			8,900			5,600
Purchased loans		1,315			204			408			1,082			1,723			1,287

Total provision		6,315			1,304			4,308			5,582			10,623			6,887

Ending balance	$	54,147		$	43,861		$	56,749		$	46,958		$	56,749		$	46,958

As of ~~March 31,~~June 30, 2015, the Company had identified purchased loans where it had determined it was probable that the Company would be unable to collect all amounts according to the contractual terms thereof (for purchased loans without evidence of credit deterioration at date of acquisition) or the expected performance of such loans had deteriorated from ~~management’s~~its performance expectations established in conjunction with the determination of the Day 1 Fair Values or ~~where current information indicates it is probable that the Company will not be able to collect all amounts according to the contractual terms thereon.~~since our most recent review of such portfolio’s performance (for purchased loans with evidence of credit deterioration at date of acquisition). As a result, the Company recorded partial charge-offs totaling $0.4 million and $1.1 million during the second quarter of 2015 and 2014, respectively, and $1.7 million and $1.3 million during the first ~~quarter~~six months of 2015 and ~~$0.2 million during the first quarter of 2014.~~2014, respectively. The Company also recorded provision for loan and lease losses of $0.4 million and $1.1 million during the second quarter of 2015 and 2014, respectively, and $1.7 million and $1.3 million during the first ~~quarter~~six months of 2015 and ~~$0.2 million during the first quarter of 2014.~~2014, respectively. At ~~March 31,~~June 30, 2015, the Company had ~~$14.1~~$12.3 million of impaired purchased loans compared to ~~$29.3~~$21.2 million at ~~March 31,~~June 30, 2014 and $14.0 million at December 31, 2014.

The following ~~table is~~tables are a summary of the Company’s ALLL for the periods indicated.


	Beginning Balance		Charge-offs			Recoveries		Provision			Ending Balance		Beginning Balance		Charge-offs			Recoveries		Provision			Ending Balance
	(Dollars in thousands)												(Dollars in thousands)
Three months ended March 31, 2015:
Three months ended June 30, 2015:
Real estate:
Residential 1-4 family	$	5,482	$	(529	)	$	11	$	693		$	5,657	$	5,657	$	(92	)	$	10	$	26		$	5,601
Non-farm/non-residential		17,190		(205	)		12		769			17,766		17,766		(119	)		5		580			18,232
Construction/land development		15,960		(302	)		37		1,885			17,580		17,580		(469	)		0		2,037			19,148
Agricultural		2,558		(13	)		0		(19	)		2,526		2,526		0			0		(66	)		2,460
Multifamily residential		2,147		0			0		276			2,423		2,423		(208	)		0		671			2,886
Commercial and industrial		4,873		(2,447	)		16		859			3,301		3,301		(93	)		23		18			3,249
Consumer		818		(45	)		21		30			824		824		(24	)		21		4			825
Direct financing leases		2,989		(186	)		6		449			3,258		3,258		(155	)		7		444			3,554
Other		901		(352	)		205		58			812		812		(336	)		132		186			794
Purchased loans		0		(1,315	)		0		1,315			0		0		(408	)		0		408			0

Total	$	52,918	$	(5,394	)	$	308	$	6,315		$	54,147	$	54,147	$	(1,904	)	$	198	$	4,308		$	56,749


Six months ended June 30, 2015:
Real estate:
Residential 1-4 family													$	5,482	$	(621	)	$	21	$	719		$	5,601
Non-farm/non-residential														17,190		(324	)		17		1,349			18,232
Construction/land development														15,960		(771	)		37		3,922			19,148
Agricultural														2,558		(13	)		0		(85	)		2,460
Multifamily residential														2,147		(208	)		0		947			2,886
Commercial and industrial														4,873		(2,540	)		39		877			3,249
Consumer														818		(69	)		42		34			825
Direct financing leases														2,989		(341	)		13		893			3,554
Other														901		(688	)		337		244			794
Purchased loans														0		(1,723	)		0		1,723			0

Total													$	52,918	$	(7,298	)	$	506	$	10,623		$	56,749


Year ended December 31, 2014:
Real estate:
Residential 1-4 family	$	4,701	$	(577	)	$	135	$	1,223		$	5,482	$	4,701	$	(577	)	$	135	$	1,223		$	5,482
Non-farm/non-residential		13,633		(1,357	)		33		4,881			17,190		13,633		(1,357	)		33		4,881			17,190
Construction/land development		12,306		(638	)		11		4,281			15,960		12,306		(638	)		11		4,281			15,960
Agricultural		3,000		(214	)		14		(242	)		2,558		3,000		(214	)		14		(242	)		2,558
Multifamily residential		2,504		0			0		(357	)		2,147		2,504		0			0		(357	)		2,147
Commercial and industrial		2,855		(720	)		808		1,930			4,873		2,855		(720	)		808		1,930			4,873
Consumer		917		(222	)		80		43			818		917		(222	)		80		43			818
Direct financing leases		2,266		(602	)		49		1,276			2,989		2,266		(602	)		49		1,276			2,989
Other		763		(793	)		266		665			901		763		(793	)		266		665			901
Purchased loans		0		(3,215	)		0		3,215			0		0		(3,215	)		0		3,215			0

Total	$	42,945	$	(8,338	)	$	1,396	$	16,915		$	52,918	$	42,945	$	(8,338	)	$	1,396	$	16,915		$	52,918

Three months ended March 31, 2014:
Real estate:
Residential 1-4 family	$	4,701	$	(199	)	$	22	$	98		$	4,622
Non-farm/non-residential		13,633		(73	)		3		450			14,013
Construction/land development		12,306		0			8		514			12,828
Agricultural		3,000		(15	)		5		28			3,018
Multifamily residential		2,504		0			0		(75	)		2,429
Commercial and industrial		2,855		(374	)		628		(371	)		2,738
Consumer		917		(41	)		18		(63	)		831
Direct financing leases		2,266		(146	)		6		312			2,438
Other		763		(72	)		46		207			944
Purchased loans		0		(204	)		0		204			0

Total	$	42,945	$	(1,124	)	$	736	$	1,304		$	43,861


	Beginning Balance		Charge-offs			Recoveries		Provision			Ending Balance
	(Dollars in thousands)
Three months ended June 30, 2014:
Real estate:
Residential 1-4 family	$	4,622	$	(142	)	$	49	$	231		$	4,760
Non-farm/non-residential		14,013		(1,181	)		1		2,003			14,836
Construction/land development		12,828		(14	)		0		2,650			15,464
Agricultural		3,018		0			6		(116	)		2,908
Multifamily residential		2,429		0			0		(657	)		1,772
Commercial and industrial		2,738		(48	)		135		23			2,848
Consumer		831		(56	)		18		133			926
Direct financing leases		2,438		(121	)		8		247			2,572
Other		944		(88	)		30		(14	)		872
Purchased loans		0		(1,082	)		0		1,082			0

Total	$	43,861	$	(2,732	)	$	247	$	5,582		$	46,958


Six months ended June 30, 2014:
Real estate:
Residential 1-4 family	$	4,701	$	(341	)	$	71	$	329		$	4,760
Non-farm/non-residential		13,633		(1,254	)		4		2,453			14,836
Construction/land development		12,306		(14	)		8		3,164			15,464
Agricultural		3,000		(15	)		11		(88	)		2,908
Multifamily residential		2,504		0			0		(732	)		1,772
Commercial and industrial		2,855		(422	)		763		(348	)		2,848
Consumer		917		(97	)		36		70			926
Direct financing leases		2,266		(267	)		14		559			2,572
Other		763		(159	)		75		193			872
Purchased loans		0		(1,287	)		0		1,287			0

Total	$	42,945	$	(3,856	)	$	982	$	6,887		$	46,958

The following table is a summary of the Company’s ALLL and recorded investment in non-purchased loans and leases as of the dates indicated.


	ALLL						Non-Purchased Loans and Leases						ALLL						Non-Purchased Loans and Leases
	ALLL for Individually Evaluated Impaired Loans and Leases		ALLL for All Other Loans and Leases		Total ALLL		Individually Evaluated Impaired Loans and Leases		All Other Loans and Leases		Total Loans and Leases		ALLL for Individually Evaluated Impaired Loans and Leases		ALLL for All Other Loans and Leases		Total ALLL		Individually Evaluated Impaired Loans and Leases		All Other Loans and Leases		Total Loans and Leases
	(Dollars in thousands)												(Dollars in thousands)
March 31, 2015:
June 30, 2015:
Real estate:
Residential 1-4 family	$	295	$	5,362	$	5,657	$	2,509	$	301,326	$	303,835	$	345	$	5,256	$	5,601	$	1,908	$	316,328	$	318,236
Non-farm/non-residential		10		17,756		17,766		538		1,574,413		1,574,951		3		18,229		18,232		809		1,687,994		1,688,803
Construction/land development		2		17,578		17,580		9,413		1,650,924		1,660,337		49		19,099		19,148		9,065		1,890,960		1,900,025
Agricultural		0		2,526		2,526		305		48,879		49,184		470		1,990		2,460		1,450		49,333		50,783
Multifamily residential		0		2,423		2,423		0		228,973		228,973		0		2,886		2,886		345		296,529		296,874
Commercial and industrial		53		3,248		3,301		131		252,947		253,078		487		2,762		3,249		547		259,073		259,620
Consumer		3		821		824		33		24,836		24,869		3		822		825		33		25,499		25,532
Direct financing leases		0		3,258		3,258		0		126,326		126,326		0		3,554		3,554		0		137,146		137,146
Other		0		812		812		9		89,543		89,552		0		794		794		7		90,097		90,104

Total	$	363	$	53,784	$	54,147	$	12,938	$	4,298,167	$	4,311,105	$	1,357	$	55,392	$	56,749	$	14,164	$	4,752,959	$	4,767,123


December 31, 2014:
Real estate:
Residential 1-4 family	$	356	$	5,126	$	5,482	$	2,734	$	280,519	$	283,253	$	356	$	5,126	$	5,482	$	2,734	$	280,519	$	283,253
Non-farm/non-residential		18		17,172		17,190		2,507		1,501,034		1,503,541		18		17,172		17,190		2,507		1,501,034		1,503,541
Construction/land development		68		15,892		15,960		14,304		1,397,534		1,411,838		68		15,892		15,960		14,304		1,397,534		1,411,838
Agricultural		6		2,552		2,558		365		46,870		47,235		6		2,552		2,558		365		46,870		47,235
Multifamily residential		0		2,147		2,147		0		211,156		211,156		0		2,147		2,147		0		211,156		211,156
Commercial and industrial		644		4,229		4,873		623		287,084		287,707		644		4,229		4,873		623		287,084		287,707
Consumer		3		815		818		34		25,635		25,669		3		815		818		34		25,635		25,669
Direct financing leases		0		2,989		2,989		0		115,475		115,475		0		2,989		2,989		0		115,475		115,475
Other		0		901		901		8		93,988		93,996		0		901		901		8		93,988		93,996

Total	$	1,095	$	51,823	$	52,918	$	20,575	$	3,959,295	$	3,979,870	$	1,095	$	51,823	$	52,918	$	20,575	$	3,959,295	$	3,979,870

March 31, 2014:

June 30, 2014:
Real estate:
Residential 1-4 family	$	385	$	4,237	$	4,622	$	3,811	$	248,977	$	252,788	$	411	$	4,349	$	4,760	$	3,245	$	263,252	$	266,497
Non-farm/non-residential		29		13,984		14,013		1,627		1,142,856		1,144,483		13		14,823		14,836		2,363		1,287,811		1,290,174
Construction/land development		2		12,826		12,828		325		795,801		796,126		2		15,462		15,464		9,738		1,039,420		1,049,158
Agricultural		243		2,775		3,018		817		43,091		43,908		200		2,708		2,908		845		44,696		45,541
Multifamily residential		0		2,429		2,429		0		195,332		195,332		0		1,772		1,772		491		136,462		136,953
Commercial and industrial		624		2,114		2,738		626		137,038		137,664		553		2,295		2,848		689		166,195		166,884
Consumer		3		828		831		48		23,721		23,769		3		923		926		42		28,632		28,674
Direct financing leases		0		2,438		2,438		0		92,856		92,856		0		2,572		2,572		0		98,768		98,768
Other		0		944		944		10		91,567		91,577		0		872		872		9		88,927		88,936

Total	$	1,286	$	42,575	$	43,861	$	7,264	$	2,771,239	$	2,778,503	$	1,182	$	45,776	$	46,958	$	17,422	$	3,154,163	$	3,171,585

The following table is a summary of impaired non-purchased loans and leases as of and for the three months and six months ended ~~March 31,~~June 30, 2015.


	Principal Balance		Net Charge-offs to Date			Principal Balance, Net of Charge-offs		Specific ALLL		Weighted Average Carrying Value – Three Months Ended March 31, 2015		Principal Balance		Net Charge-offs to Date			Principal Balance, Net of Charge-offs		Specific ALLL		Weighted Average Carrying Value – Three Months Ended June 30, 2015		Weighted Average Carrying Value – Six Months Ended June 30, 2015
	(Dollars in thousands)											(Dollars in thousands)
Impaired loans and leases for which there is a related ALLL:
Real estate:
Residential 1-4 family	$	3,123	$	(1,814	)	$	1,309	$	295	$	1,399	$	3,147	$	(1,859	)	$	1,288	$	345	$	1,299	$	1,362
Non-farm/non-residential		184		(142	)		42		10		292		145		(142	)		3		3		22		196
Construction/land development		38		(22	)		16		2		2,064		115		0			115		49		66		1,414
Agricultural		0		0			0		0		46		1,148		0			1,148		470		574		413
Commercial and industrial		632		(631	)		1		53		0		672		(185	)		487		487		244		343
Consumer		40		(23	)		17		3		271		40		(23	)		17		3		18		18
Other		0		0			0		0		18

Total impaired loans and leases with a related ALLL		4,017		(2,632	)		1,385		363		4,090		5,267		(2,209	)		3,058		1,357		2,223		3,746


Impaired loans and leases for which there is not a related ALLL:
Real estate:
Residential 1-4 family		1,379		(179	)		1,200		0		1,223		731		(111	)		620		0		910		1,022
Non-farm/non-residential		633		(137	)		496		0		1,231		999		(193	)		806		0		651		1,089
Construction/land development		9,500		(102	)		9,398		0		9,796		9,440		(490	)		8,950		0		9,174		9,514
Agricultural		507		(202	)		305		0		288		518		(215	)		303		0		304		293
Multifamily residential		133		(133	)		0		0		0		686		(341	)		345		0		173		115
Commercial and industrial		290		(159	)		131		0		106		158		(98	)		60		0		95		90
Consumer		20		(5	)		15		0		15		19		(5	)		14		0		15		15
Other		8		0			8		0		8		8		0			8		0		8		8

Total impaired loans and leases without a related ALLL		12,470		(917	)		11,553		0		12,667		12,559		(1,453	)		11,106		0		11,330		12,146

Total impaired loans and leases	$	16,487	$	(3,549	)	$	12,938	$	363	$	16,757	$	17,826	$	(3,662	)	$	14,164	$	1,357	$	13,553	$	15,892

The following table is a summary of impaired non-purchased loans and leases as of and for the year ended December 31, 2014.


	Principal Balance		Net Charge-offs to Date			Principal Balance, Net of Charge-offs		Specific ALLL		Weighted Average Carrying Value – Year Ended December 31, 2014		Principal Balance		Net Charge-offs to Date			Principal Balance, Net of Charge-offs		Specific ALLL		Weighted Average Carrying Value – Year Ended December 31, 2014
	(Dollars in thousands)											(Dollars in thousands)
Impaired loans and leases for which there is a related ALLL:
Real estate:
Residential 1-4 family	$	3,163	$	(1,674	)	$	1,489	$	356	$	1,457	$	3,163	$	(1,674	)	$	1,489	$	356	$	1,457
Non-farm/non-residential		762		(220	)		542		18		211		762		(220	)		542		18		211
Construction/land development		4,656		(545	)		4,111		68		1,040		4,656		(545	)		4,111		68		1,040
Agricultural		105		(12	)		93		6		217		105		(12	)		93		6		217
Commercial and industrial		1,233		(691	)		542		644		554		1,233		(691	)		542		644		554
Consumer		41		(23	)		18		3		20		41		(23	)		18		3		20

Total impaired loans and leases with a related ALLL		9,960		(3,165	)		6,795		1,095		3,499		9,960		(3,165	)		6,795		1,095		3,499


Impaired loans and leases for which there is not a related ALLL:
Real estate:
Residential 1-4 family		1,373		(128	)		1,245		0		1,581		1,373		(128	)		1,245		0		1,581
Non-farm/non-residential		2,676		(711	)		1,965		0		1,988		2,676		(711	)		1,965		0		1,988
Construction/land development		10,378		(185	)		10,193		0		7,600		10,378		(185	)		10,193		0		7,600
Agricultural		474		(202	)		272		0		383		474		(202	)		272		0		383
Multifamily residential		133		(133	)		0		0		123		133		(133	)		0		0		123
Commercial and industrial		264		(183	)		81		0		75		264		(183	)		81		0		75
Consumer		81		(65	)		16		0		18		81		(65	)		16		0		18
Other		8		0			8		0		8		8		0			8		0		8

Total impaired loans and leases without a related ALLL		15,387		(1,607	)		13,780		0		11,776		15,387		(1,607	)		13,780		0		11,776

Total impaired loans and leases	$	25,347	$	(4,772	)	$	20,575	$	1,095	$	15,275	$	25,347	$	(4,772	)	$	20,575	$	1,095	$	15,275

The following table is a summary of impaired non-purchased loans and leases as of and for the three months and six months ended ~~March 31,~~June 30, 2014.


	Principal Balance		Net Charge-offs to Date			Principal Balance, Net of Charge-offs		Specific ALLL		Weighted Average Carrying Value – Three Months Ended March 31, 2014			Principal Balance		Net Charge-offs to Date			Principal Balance, Net of Charge-offs		Specific ALLL		Weighted Average Carrying Value – Three Months Ended June 30, 2014		Weighted Average Carrying Value – Six Months Ended June 30, 2014
	(Dollars in thousands)												(Dollars in thousands)
Impaired loans and leases for which there is a related ALLL:
Real estate:
Residential 1-4 family	$	3,164	$	(1,726	)	$	1,438	$	385	$	1,677		$	3,294	$	(1,721	)	$	1,573	$	411	$	1,505	$	1,642
Non-farm/non-residential		188		(127	)		61		29		53			186		(142	)		44		13		52		50
Construction/land development		38		(22	)		16		2		16			38		(22	)		16		2		16		16
Agricultural		360		(12	)		348		243		409			336		(12	)		324		200		336		380
Commercial and industrial		1,368		(803	)		565		624		588			838		(278	)		560		553		562		579
Consumer		103		(80	)		23		3		23			102		(79	)		23		3		23		23
Other		0		0			0		0		8			0		0			0		0		0		5

Total impaired loans and leases with a related ALLL		5,221		(2,770	)		2,451		1,286		2,774			4,794		(2,254	)		2,540		1,182		2,494		2,695


Impaired loans and leases for which there is not a related ALLL:
Real estate:
Residential 1-4 family		2,845		(472	)		2,373		0		2,252			2,094		(421	)		1,673		0		2,023		2,059
Non-farm/non-residential		2,702		(1,136	)		1,566		0		1,840			3,444		(1,125	)		2,319		0		1,942		1,999
Construction/land development		390		(81	)		309		0		264			9,803		(81	)		9,722		0		5,015		3,417
Agricultural		513		(44	)		469		0		441			554		(33	)		521		0		494		468
Multifamily residential		133		(133	)		0		0		0			624		(133	)		491		0		246		164
Commercial and industrial		220		(159	)		61		0		68			288		(159	)		129		0		95		88
Consumer		34		(9	)		25		0		26			33		(14	)		19		0		22		24
Other		30		(20	)		10		0		10			8		0			8		0		9		9

Total impaired loans and leases without a related ALLL		6,867		(2,054	)		4,813		0		4,901			16,848		(1,966	)		14,882		0		9,846		8,228
												��
Total impaired loans and leases	$	12,088	$	(4,824	)	$	7,264	$	1,286	$	7,675		$	21,642	$	(4,220	)	$	17,422	$	1,182	$	12,340	$	10,923

Management has determined that certain of the Company’s impaired non-purchased loans and leases do not require any specific allowance at ~~March 31,~~June 30, 2015 and 2014 or at December 31, 2014 because (i) management’s analysis of such individual loans and leases resulted in no impairment or (ii) all identified impairment on such loans and leases has previously been charged off.

Interest income on impaired non-purchased loans and leases is recognized on a cash basis when and if actually collected. Total interest income recognized on impaired non-purchased loans and leases for the three months and six months ended ~~March 31,~~June 30, 2015 and 2014 and for the year ended December 31, 2014 was not material.

The following table is a summary of credit quality indicators for the Company’s non-purchased loans and leases as of the dates indicated.


	Satisfactory		Moderate		Watch		Substandard		Total		Satisfactory		Moderate		Watch		Substandard		Total
	(Dollars in thousands)										(Dollars in thousands)
March 31, 2015:
June 30, 2015:
Real estate:
Residential 1-4 family⁽¹⁾	$	293,140	$	0	$	4,456	$	6,239	$	303,835	$	308,914	$	0	$	3,830	$	5,492	$	318,236
Non-farm/non-residential		1,356,456		158,588		53,874		6,033		1,574,951		1,442,958		169,776		67,722		8,347		1,688,803
Construction/land development		1,433,497		203,405		11,049		12,386		1,660,337		1,653,991		223,812		10,207		12,015		1,900,025
Agricultural		23,663		13,974		9,293		2,254		49,184		24,997		14,457		9,088		2,241		50,783
Multifamily residential		187,966		37,686		1,663		1,658		228,973		252,433		40,802		1,646		1,993		296,874
Commercial and industrial		180,448		68,809		2,403		1,418		253,078		185,737		70,305		2,092		1,486		259,620
Consumer⁽¹⁾		24,243		0		369		257		24,869		25,022		0		214		296		25,532
Direct financing leases		125,845		354		75		52		126,326		136,605		297		100		144		137,146
Other⁽¹⁾		84,596		4,716		221		19		89,552		84,271		5,648		93		92		90,104

Total	$	3,709,854	$	487,532	$	83,403	$	30,316	$	4,311,105	$	4,114,928	$	525,097	$	94,992	$	32,106	$	4,767,123


December 31, 2014:
Real estate:
Residential 1-4 family⁽¹⁾	$	271,576	$	0	$	4,082	$	7,595	$	283,253	$	271,576	$	0	$	4,082	$	7,595	$	283,253
Non-farm/non-residential		1,300,582		142,688		53,863		6,408		1,503,541		1,300,582		142,688		53,863		6,408		1,503,541
Construction/land development		1,190,005		192,046		11,135		18,652		1,411,838		1,190,005		192,046		11,135		18,652		1,411,838
Agricultural		22,446		12,375		10,226		2,188		47,235		22,446		12,375		10,226		2,188		47,235
Multifamily residential		171,806		37,886		713		751		211,156		171,806		37,886		713		751		211,156
Commercial and industrial		208,054		59,967		18,310		1,376		287,707		208,054		59,967		18,310		1,376		287,707
Consumer⁽¹⁾		25,267		0		141		261		25,669		25,267		0		141		261		25,669
Direct financing leases		114,586		715		117		57		115,475		114,586		715		117		57		115,475
Other⁽¹⁾		89,364		4,312		286		34		93,996		89,364		4,312		286		34		93,996

Total	$	3,393,686	$	449,989	$	98,873	$	37,322	$	3,979,870	$	3,393,686	$	449,989	$	98,873	$	37,322	$	3,979,870

March 31, 2014:

June 30, 2014:
Real estate:
Residential 1-4 family⁽¹⁾	$	244,259	$	0	$	2,449	$	6,080	$	252,788	$	258,098	$	0	$	2,620	$	5,779	$	266,497
Non-farm/non-residential		954,057		130,787		53,658		5,981		1,144,483		1,090,525		139,080		53,478		7,091		1,290,174
Construction/land development		613,474		155,254		23,254		4,144		796,126		846,365		176,977		12,078		13,738		1,049,158
Agricultural		21,228		9,914		9,747		3,019		43,908		22,766		9,785		10,388		2,602		45,541
Multifamily residential		164,062		29,625		389		1,256		195,332		105,366		29,954		385		1,248		136,953
Commercial and industrial		103,039		31,434		1,642		1,549		137,664		127,935		35,769		1,768		1,412		166,884
Consumer⁽¹⁾		23,203		0		220		346		23,769		28,244		0		132		298		28,674
Direct financing leases		91,927		881		0		48		92,856		97,967		727		34		40		98,768
Other⁽¹⁾		89,181		2,253		113		30		91,577		85,684		3,036		189		27		88,936

Total	$	2,304,430	$	360,148	$	91,472	$	22,453	$	2,778,503	$	2,662,950	$	395,328	$	81,072	$	32,235	$	3,171,585

Satisfactory – Loans and leases in this category are considered to be a satisfactory credit risk and are generally considered to be collectible in full.

Moderate – Loans and leases in this category are considered to be a marginally satisfactory credit risk and are generally considered to be collectible in full.

Watch – Loans and leases in this category are presently protected from apparent loss; however, weaknesses exist which could cause future impairment of repayment of principal or interest.

Substandard – Loans and leases in this category are characterized by deterioration in quality exhibited by a number of weaknesses requiring corrective action and posing risk of some loss.

The following table is an aging analysis of past due non-purchased loans and leases as of the dates indicated.


	30-89 Days Past Due ⁽¹⁾		90 Days or More ⁽²⁾		Total Past Due		Current ⁽³⁾		Total		30-89 Days Past Due ⁽¹⁾		90 Days or More ⁽²⁾		Total Past Due		Current⁽³⁾		Total
	(Dollars in thousands)										(Dollars in thousands)
March 31, 2015:
June 30, 2015:
Real estate:
Residential 1-4 family	$	5,161	$	1,618	$	6,779	$	297,056	$	303,835	$	4,642	$	1,031	$	5,673	$	312,563	$	318,236
Non-farm/non-residential		4,276		376		4,652		1,570,299		1,574,951		2,672		1,180		3,852		1,684,951		1,688,803
Construction/land development		229		9,414		9,643		1,650,694		1,660,337		906		9,119		10,025		1,890,000		1,900,025
Agricultural		1,685		305		1,990		47,194		49,184		516		1,426		1,942		48,841		50,783
Multifamily residential		0		0		0		228,973		228,973		1,042		0		1,042		295,832		296,874
Commercial and industrial		1,862		198		2,060		251,018		253,078		737		115		852		258,768		259,620
Consumer		394		27		421		24,448		24,869		225		35		260		25,272		25,532
Direct financing leases		41		52		93		126,233		126,326		140		106		246		136,900		137,146
Other		163		8		171		89,381		89,552		98		85		183		89,921		90,104

Total	$	13,811	$	11,998	$	25,809	$	4,285,296	$	4,311,105	$	10,978	$	13,097	$	24,075	$	4,743,048	$	4,767,123


December 31, 2014:
Real estate:
Residential 1-4 family	$	6,352	$	1,536	$	7,888	$	275,365	$	283,253	$	6,352	$	1,536	$	7,888	$	275,365	$	283,253
Non-farm/non-residential		2,708		1,445		4,153		1,499,388		1,503,541		2,708		1,445		4,153		1,499,388		1,503,541
Construction/land development		3,520		12,881		16,401		1,395,437		1,411,838		3,520		12,881		16,401		1,395,437		1,411,838
Agricultural		1,680		304		1,984		45,251		47,235		1,680		304		1,984		45,251		47,235
Multifamily residential		0		0		0		211,156		211,156		0		0		0		211,156		211,156
Commercial and industrial		586		94		680		287,027		287,707		586		94		680		287,027		287,707
Consumer		161		55		216		25,453		25,669		161		55		216		25,453		25,669
Direct financing leases		39		54		93		115,382		115,475		39		54		93		115,382		115,475
Other		58		12		70		93,926		93,996		58		12		70		93,926		93,996

Total	$	15,104	$	16,381	$	31,485	$	3,948,385	$	3,979,870	$	15,104	$	16,381	$	31,485	$	3,948,385	$	3,979,870

March 31, 2014:

June 30, 2014:
Real estate:
Residential 1-4 family	$	3,167	$	2,108	$	5,275	$	247,513	$	252,788	$	2,890	$	1,521	$	4,411	$	262,086	$	266,497
Non-farm/non-residential		647		1,376		2,023		1,142,460		1,144,483		1,714		1,693		3,407		1,286,767		1,290,174
Construction/land development		7,077		3,950		11,027		785,099		796,126		49		10,060		10,109		1,039,049		1,049,158
Agricultural		495		582		1,077		42,831		43,908		269		436		705		44,836		45,541
Multifamily residential		0		0		0		195,332		195,332		491		0		491		136,462		136,953
Commercial and industrial		891		16		907		136,757		137,664		674		0		674		166,210		166,884
Consumer		240		78		318		23,451		23,769		139		54		193		28,481		28,674
Direct financing leases		59		0		59		92,797		92,856		10		30		40		98,728		98,768
Other		17		9		26		91,551		91,577		0		0		0		88,936		88,936

Total	$	12,593	$	8,119	$	20,712	$	2,757,791	$	2,778,503	$	6,236	$	13,794	$	20,030	$	3,151,555	$	3,171,585

The following table is a summary of credit quality indicators for the Company’s purchased loans as of the dates indicated.


	Purchased Loans Without Evidence of Credit Deterioration at Acquisition										Purchased Loans With Evidence of Credit Deterioration at Acquisition				Total Purchased Loans		Purchased Loans Without Evidence of Credit Deterioration at Acquisition										Purchased Loans With Evidence of Credit Deterioration at Acquisition				Total Purchased Loans
	FV 33		FV 44		FV 55		FV 36		FV 77		FV 66		FV 88		Total Purchased Loans		FV 33		FV 44		FV 55		FV 36		FV 77		FV 66		FV 88		Total Purchased Loans
	(Dollars in thousands)																(Dollars in thousands)
March 31, 2015:
June 30, 2015:
Real estate:
Residential 1-4 family	$	67,490	$	107,772	$	33,991	$	64,957	$	158	$	92,829	$	2,329	$	369,526	$	61,886	$	88,824	$	30,228	$	58,905	$	83	$	85,917	$	1,888	$	327,731
Non-farm/non-residential		227,184		759,926		135,766		4,353		256		151,342		7,000		1,285,827		209,433		702,962		119,491		3,780		255		119,406		6,778		1,162,105
Construction/land development		11,613		20,647		7,160		8,553		725		27,072		3,015		78,785		18,084		9,638		3,397		8,724		0		19,420		2,695		61,958
Agricultural		8,815		19,105		1,937		1,025		108		6,716		0		37,706		6,903		13,465		1,901		865		108		6,377		0		29,619
Multifamily residential		23,781		122,937		29,243		3,523		65		11,930		0		191,479		23,260		117,586		25,968		706		65		12,555		0		180,140

Total real estate		338,883		1,030,387		208,097		82,411		1,312		289,889		12,344		1,963,323		319,566		932,475		180,985		72,980		511		243,675		11,361		1,761,553
Commercial and industrial		15,608		20,960		4,539		7,042		23		8,059		462		56,693		10,126		17,812		4,316		5,722		20		8,179		449		46,624
Consumer		1,033		316		322		9,959		2		329		4		11,965		793		261		213		7,775		2		310		4		9,358
Other		4,623		3,689		310		763		0		798		0		10,183		4,247		3,558		288		462		0		758		0		9,313

Total	$	360,147	$	1,055,352	$	213,268	$	100,175	$	1,337	$	299,075	$	12,810	$	2,042,164	$	334,732	$	954,106	$	185,802	$	86,939	$	533	$	252,922	$	11,814	$	1,826,848


December 31, 2014:
Real estate:
Residential 1-4 family	$	73,196	$	81,840	$	30,180	$	71,687	$	151	$	96,752	$	1,899	$	355,705	$	73,196	$	81,840	$	30,180	$	71,687	$	151	$	96,752	$	1,899	$	355,705
Non-farm/non-residential		166,754		180,522		32,157		4,906		505		114,217		5,828		504,889		166,754		180,522		32,157		4,906		505		114,217		5,828		504,889
Construction/land development		21,803		26,858		4,312		13,708		0		28,497		4,598		99,776		21,803		26,858		4,312		13,708		0		28,497		4,598		99,776
Agricultural		10,444		25,187		2,409		1,525		0		8,331		92		47,988		10,444		25,187		2,409		1,525		0		8,331		92		47,988
Multifamily residential		22,731		11,646		1,971		884		67		4,823		312		42,434		22,731		11,646		1,971		884		67		4,823		312		42,434

Total real estate		294,928		326,053		71,029		92,710		723		252,620		12,729		1,050,792		294,928		326,053		71,029		92,710		723		252,620		12,729		1,050,792
Commercial and industrial		20,340		23,048		4,900		10,659		22		9,297		559		68,825		20,340		23,048		4,900		10,659		22		9,297		559		68,825
Consumer		1,605		272		420		12,538		3		426		4		15,268		1,605		272		420		12,538		3		426		4		15,268
Other		4,845		5,830		597		945		0		845		0		13,062		4,845		5,830		597		945		0		845		0		13,062

Total	$	321,718	$	355,203	$	76,946	$	116,852	$	748	$	263,188	$	13,292	$	1,147,947	$	321,718	$	355,203	$	76,946	$	116,852	$	748	$	263,188	$	13,292	$	1,147,947

March 31, 2014:

June 30, 2014:
Real estate:
Residential 1-4 family	$	27,899	$	37,442	$	21,933	$	34,004	$	0	$	115,707	$	3,621	$	240,606	$	81,102	$	84,839	$	32,286	$	79,449	$	10	$	111,106	$	2,306	$	391,098
Non-farm/non-residential		59,720		102,836		32,160		2,701		0		140,933		14,534		352,884		211,896		198,937		40,193		3,704		0		148,491		10,249		613,470
Construction/land development		9,880		18,384		10,605		4,550		0		40,075		10,394		93,888		32,850		37,840		12,447		10,878		9		36,031		6,032		136,087
Agricultural		1,260		7,490		842		146		0		11,050		339		21,127		15,058		29,337		3,185		1,744		0		10,984		323		60,631
Multifamily residential		3,216		5,903		5,002		1,046		0		10,799		310		26,276		10,505		13,418		7,453		1,030		67		8,754		1,090		42,317

Total real estate		101,975		172,055		70,542		42,447		0		318,564		29,198		734,781		351,411		364,371		95,564		96,805		86		315,366		20,000		1,243,603
Commercial and industrial		10,766		14,526		5,138		2,648		0		12,975		130		46,183		27,269		49,175		9,702		14,637		0		11,371		1,119		113,273
Consumer		1,448		204		332		4,065		0		647		4		6,700		3,215		1,165		670		20,204		0		615		0		25,869
Other		1,204		2,835		529		200		0		1,056		0		5,824		5,762		9,292		935		4,391		0		944		0		21,324

Total	$	115,393	$	189,620	$	76,541	$	49,360	$	0	$	333,242	$	29,332	$	793,488	$	387,657	$	424,003	$	106,871	$	136,037	$	86	$	328,296	$	21,119	$	1,404,069

The following grades are used for purchased loans without evidence of credit deterioration at the date of acquisition.

FV 33 – Loans in this category are considered to be satisfactory with minimal credit risk and are generally considered collectible.

FV 44 – Loans in this category are considered to be marginally satisfactory with minimal to moderate credit risk and are generally considered collectible.

FV 55 – Loans in this category exhibit weakness and are considered to have elevated credit risk and elevated risk of repayment.

FV 36 – Loans in this category were not individually reviewed at the date of purchase and are assumed to have characteristics similar to the characteristics of the aggregate acquired portfolio.

FV 77 – Loans in this category have deteriorated since the date of purchase and are considered impaired.

The following grades are used for purchased loans with evidence of credit deterioration at the date of acquisition.

FV 66 – Loans in this category are performing in accordance with or exceeding management’s performance expectations established in conjunction with the determination of Day 1 Fair Values.

FV 88 – Loans in this category have deteriorated from management’s performance expectations established in conjunction with the determination of Day 1 Fair Values.

The Company had no allowance at ~~March 31,~~June 30, 2015 and 2014 or December 31, 2014 for its (i) purchased loans without evidence of credit deterioration at the date of acquisition as management’s analysis of such individual loans resulted in no impairment or all identified impairment on such loans had been charged off, or (ii) purchased loans with evidence of credit deterioration at the date of acquisition as all such loans were performing in accordance with management’s expectations established in conjunction with the determination of the Day 1 Fair Values or all losses had been charged off on such loans whose performance had deteriorated from management’s expectations established in conjunction with the ~~deterioration~~determination of the Day 1 Fair Values.

The following table is an aging analysis of past due purchased loans as of the dates indicated.


	30-89 Days Past Due		90 Days or More		Total Past Due		Current		Total Purchased Loans		30-89 Days Past Due		90 Days or More		Total Past Due		Current		Total Purchased Loans
	(Dollars in thousands)										(Dollars in thousands)
March 31, 2015:
June 30, 2015:
Real estate:
Residential 1-4 family	$	7,783	$	8,064	$	15,847	$	353,679	$	369,526	$	6,476	$	5,975	$	12,451	$	315,280	$	327,731
Non-farm/non-residential		6,919		13,138		20,057		1,265,770		1,285,827		16,737		9,191		25,928		1,136,177		1,162,105
Construction/land development		1,623		4,336		5,959		72,826		78,785		1,045		2,715		3,760		58,198		61,958
Agriculture		249		167		416		37,290		37,706		291		166		457		29,162		29,619
Multifamily residential		5,375		504		5,879		185,600		191,479		408		709		1,117		179,023		180,140
Commercial and industrial		1,090		627		1,717		54,976		56,693		936		611		1,547		45,077		46,624
Consumer		148		98		246		11,719		11,965		111		68		179		9,179		9,358
Other		101		30		131		10,052		10,183		40		11		51		9,262		9,313

Total	$	23,288	$	26,964	$	50,252	$	1,991,912	$	2,042,164	$	26,044	$	19,446	$	45,490	$	1,781,358	$	1,826,848


December 31, 2014:
Real estate:
Residential 1-4 family	$	8,088	$	9,043	$	17,131	$	338,574	$	355,705	$	8,088	$	9,043	$	17,131	$	338,574	$	355,705
Non-farm/non-residential		8,907		12,439		21,346		483,543		504,889		8,907		12,439		21,346		483,543		504,889
Construction/land development		1,197		5,464		6,661		93,115		99,776		1,197		5,464		6,661		93,115		99,776
Agriculture		237		875		1,112		46,876		47,988		237		875		1,112		46,876		47,988
Multifamily residential		515		67		582		41,852		42,434		515		67		582		41,852		42,434
Commercial and industrial		863		751		1,614		67,211		68,825		863		751		1,614		67,211		68,825
Consumer		199		103		302		14,966		15,268		199		103		302		14,966		15,268
Other		0		31		31		13,031		13,062		0		31		31		13,031		13,062

Total	$	20,006	$	28,773	$	48,779	$	1,099,168	$	1,147,947	$	20,006	$	28,773	$	48,779	$	1,099,168	$	1,147,947

March 31, 2014:

June 30, 2014:
Real estate:
Residential 1-4 family	$	11,457	$	15,258	$	26,715	$	213,891	$	240,606	$	10,866	$	14,074	$	24,940	$	366,158	$	391,098
Non-farm/non-residential		9,160		29,145		38,305		314,579		352,884		4,929		25,570		30,499		582,971		613,470
Construction/land development		1,979		16,537		18,516		75,372		93,888		1,146		9,766		10,912		125,175		136,087
Agriculture		1,129		1,547		2,676		18,451		21,127		165		2,260		2,425		58,206		60,631
Multifamily residential		0		5,139		5,139		21,137		26,276		0		2,594		2,594		39,723		42,317
Commercial and industrial		1,028		1,978		3,006		43,177		46,183		392		1,733		2,125		111,148		113,273
Consumer		179		179		358		6,342		6,700		170		183		353		25,516		25,869
Other		8		19		27		5,797		5,824		16		19		35		21,289		21,324

Total	$	24,940	$	69,802	$	94,742	$	698,746	$	793,488	$	17,684	$	56,199	$	73,883	$	1,330,186	$	1,404,069

At ~~March 31,~~June 30, 2015 and 2014 and December 31, 2014, a portion of the Company’s purchased loans with evidence of credit deterioration at the date of acquisition were past due, including many that were 90 days or more past due. Such delinquencies were included in the Company’s performance expectations in determining the Day 1 Fair Values. Additionally, in accordance with GAAP, the Company continues to accrete into earnings income on such loans.

The following table is a summary of the types of temporary differences between the tax basis of assets and liabilities and their financial reporting amounts that give rise to deferred income tax assets and liabilities and their approximate tax effects as of the dates indicated.


	March 31,						December 31, 2014			June 30,						December 31,
	2015			2014			December 31, 2014			2015			2014			2014
	(Dollars in thousands)									(Dollars in thousands)
Deferred tax assets:
Allowance for loan and lease losses	$	20,625		$	16,842		$	20,324		$	21,617		$	18,116		$	20,324
Differences in amounts reflected in the financial statements and income tax basis of purchased loans not previously covered by FDIC loss share agreements		32,962			18,453			20,444			28,605			26,024			20,444
Differences in amounts reflected in the financial statements and income tax basis for deposits assumed in acquisitions		8,926			1,157			1,337			7,703			2,405			1,337
Stock-based compensation		3,807			1,415			3,268			4,477			3,364			3,268
Deferred compensation		2,069			1,888			1,991			2,092			1,890			1,991
Foreclosed assets		4,471			4,831			3,503			3,111			5,624			3,503
Deferred fees and costs on loans and leases		5,244			1,604			4,785			6,405			2,059			4,785
Investment securities AFS		0			600			0
Differences in amounts reflected in the financial statements and income tax basis of assets acquired and liabilities assumed in FDIC-assisted acquisitions		8,050			5,393			8,098			8,032			7,397			8,098
Acquired net operating losses		13,569			13,180			13,332			13,456			13,662			13,332
Other, net		1,958			2,130			2,568			1,949			1,486			2,568

Total gross deferred tax assets		101,681			67,493			79,650			97,447			82,027			79,650
Less valuation allowance		(474	)		(474	)		(474	)		(474	)		(474	)		(474	)

Net deferred tax asset		101,207			67,019			79,176			96,973			81,553			79,176

Deferred tax liabilities:
Accelerated depreciation on premises and equipment		19,114			17,954			18,653			18,921			18,028			18,653
Investment securities AFS		7,675			0			7,692			3,798			5,022			7,692
Acquired intangible assets		10,935			5,066			9,743			10,407			10,847			9,743

Total gross deferred tax liabilities		37,724			23,020			36,088			33,126			33,897			36,088

Net deferred tax assets	$	63,483		$	43,999		$	43,088		$	63,847		$	47,656		$	43,088

Net operating losses were acquired in the Bancshares, Summit and Intervest acquisitions and the Company’s 2013 acquisition of The First National Bank of Shelby (“FNB Shelby”). The net operating losses from the Bancshares transaction total $15.7 million at ~~March 31,~~June 30, 2015 and will expire at various dates from 2030 through 2034. The net operating losses acquired from the Summit transaction were utilized during 2014. The net operating losses acquired in the Intervest transaction totaled $6.3 million at ~~March 31,~~June 30, 2015 and will expire at various dates from 2030 through 2035. The net operating losses from the FNB Shelby transaction totaled $20.0 million at ~~March 31,~~June 30, 2015, of which $12.5 million will expire in 2032 and $7.5 million will expire in 2033.

At ~~March 31,~~June 30, 2015 and 2014 and December 31, 2014, the Company had a deferred tax valuation allowance of approximately $0.5 million to reflect its assessment that the realization of the benefits from the recovery of certain acquired net operating losses are expected to be subject to ~~Section~~limitations under section 382 ~~limitations.~~of the Internal Revenue Code.

To the extent that additional information becomes available regarding the settlement or recovery of acquired net operating loss carryforwards or assets with built-in losses acquired in any of the Company’s previous acquisitions, management may be required to make adjustments to its deferred tax asset valuation allowance, which adjustments could affect goodwill or deferred income tax expense (benefit).

The following table provides supplemental cash flow information for the periods indicated.


					Six Months Ended
	Three Months Ended March 31,				June 30,
	2015		2014		2015			2014
	(Dollars in thousands)				(Dollars in thousands)
Cash paid during the period for:
Interest	$	6,773	$	4,782	$	13,031		$	9,808
Taxes		2,029		772		34,024			17,690
Supplemental schedule of non-cash investing and financing activities:
Net change in unrealized gains/losses on investment securities AFS		44		11,325		(10,218	)		22,506
Loans and premises and equipment transferred to foreclosed assets		6,746		2,205		9,797			31,013
Loans advanced for sales of foreclosed assets						0			258
Unsettled AFS investment security purchases		0		2,267		4,453			1,465
Common stock issued in merger and acquisition transaction		238,476		0
Unsettled AFS investment security sales						0			1,815
Unsettled loan sales						14,361			0
Unsettled loan purchases						18,269			0
Common stock issued in merger and acquisition transactions						238,476			166,315

Outstanding standby letters of credit are contingent commitments issued by the Company generally to guarantee the performance of a customer in third party arrangements. The maximum amount of future payments the Company could be required to make under these guarantees at ~~March 31,~~June 30, 2015 was ~~$13.7~~$13.3 million. The Company holds collateral to support guarantees when deemed necessary. Collateralized commitments at ~~March 31,~~June 30, 2015 totaled ~~$13.5~~$13.2 million.

At ~~March 31,~~June 30, 2015, the Company had outstanding commitments to extend credit, excluding mortgage interest rate lock commitments, totaling ~~$3.41~~$4.0 billion. The following table shows the contractual maturities of outstanding commitments to extend credit as of the date indicated.


Contractual Maturities at March 31, 2015
Contractual Maturities at June 30, 2015				Contractual Maturities at June 30, 2015
Maturity		Amount			Amount
(Dollars in thousands)	(Dollars in thousands)			(Dollars in thousands)
2015		$	168,610		$	91,624
2016			338,819			358,317
2017			1,746,740			1,715,962
2018			808,907			1,356,777
2019			92,812			170,419
Thereafter			253,563			312,844

Total		$	3,409,451		$	4,005,943

At ~~March 31,~~June 30, 2015, the Company had the following issues of trust preferred securities and subordinated debentures owed to the Trusts.


	Subordinated Debentures Owed to Trust		Unamortized Discount at March 31, 2015			Carrying Value of Subordinated Debentures at March 31, 2015		Trust Preferred Securities of the Trusts		Contractual Interest Rate at March 31, 2015			Subordinated Debentures Owed to Trust		Unamortized Discount at June 30, 2015			Carrying Value of Subordinated Debentures at June 30, 2015		Trust Preferred Securities of the Trusts		Contractual Interest Rate at June 30, 2015
	(Dollars in thousands)												(Dollars in thousands)
Ozark II	$	14,434	$	0		$	14,434	$	14,000		3.18	%	$	14,433	$	0		$	14,433	$	14,000		3.18	%
Ozark III		14,433		0			14,433		14,000		3.20			14,434		0			14,434		14,000		3.24
Ozark IV		15,464		0			15,464		15,000		2.48			15,464		0			15,464		15,000		2.50
Ozark V		20,619		0			20,619		20,000		1.87			20,619		0			20,619		20,000		1.89
Intervest II		15,464		(701	)		14,763		15,000		3.22			15,464		(678	)		14,786		15,000		3.23
Intervest III		15,464		(811	)		14,653		15,000		3.06			15,464		(785	)		14,679		15,000		3.07
Intervest IV		15,464		(1,475	)		13,989		15,000		2.67			15,464		(1,428	)		14,036		15,000		2.68
Intervest V		10,310		(1,401	)		8,909		10,000		1.92			10,310		(1,358	)		8,952		10,000		1.94

	$	121,652	$	(4,388	)	$	117,264	$	118,000				$	121,652	$	(4,249	)	$	117,403	$	118,000

On February 10, 2015, in conjunction with the Intervest acquisition, the Company acquired the Intervest Trusts with outstanding subordinated debentures totaling $56.7 million and related trust preferred securities totaling $55.0 million. On the date of such acquisition, the Company recorded the assumed subordinated debentures owed to the Intervest Trusts at estimated fair value of $52.2 million, based on an independent third party valuation, to reflect a current market interest rate for comparable obligations. The fair value adjustment of $4.5 million is being amortized, using a level-yield methodology over the estimated holding period of approximately eight years, as an increase in interest expense of the subordinated debentures owed to the Intervest Trusts. In addition to the subordinated debentures of the Intervest Trusts, the Company also acquired $1.7 million of trust common equity issued by the Intervest Trusts.

The trust preferred securities issued by Intervest Trust II and the related subordinated debentures bear interest, adjustable quarterly, at 90-day London Interbank Offered Rates (“LIBOR”) plus 2.95% and contain a final maturity of September 17, 2033. The trust preferred securities issued by Intervest Trust III and the related subordinated debentures bear interest, adjustable quarterly, at 90-day LIBOR plus 2.79% and contain a final maturity of March 17, 2034. The trust preferred securities issued by Intervest Trust IV and the related subordinated debentures bear interest, adjustable quarterly, at 90-day LIBOR plus 2.40% and contain a final maturity of September 20, 2034. The trust preferred securities issued by Intervest Trust V and the related subordinated debentures bear interest, adjustable quarterly, at 90-day LIBOR plus 1.65% and contain a final maturity of December 15, 2036.

At ~~March 31,~~June 30, 2015, the Company had an aggregate of $121.7 million of subordinated debentures outstanding (with an aggregate carrying value of ~~$117.3~~$117.4 million) and had an asset of $3.7 million representing its investment in the common equity issued by the Trusts. The sole assets of the Trusts are the adjustable rate debentures and the liabilities of the Trusts are the trust preferred securities. At ~~March 31,~~June 30, 2015 and 2014, the Trusts had aggregate common equity of $3.7 million and $1.9 million, respectively, and did not have any restricted net assets. The Company has, through various contractual arrangements or by operation of law, fully and unconditionally guaranteed all obligations of the Trusts with respect to the trust preferred securities. Additionally, there are no restrictions on the ability of the Trusts to transfer funds to the Company in the form of cash dividends, loans or advances. The Company has the option to defer interest payments on the subordinated debentures from time to time for a period not to exceed five consecutive years. These trust preferred securities generally mature at or near the 30th anniversary date of each issuance. However, the trust preferred securities and related subordinated debentures may be prepaid at par, subject to regulatory approval.

The Company has a nonqualified stock option plan for certain employees of the Company. This plan provides for the granting of nonqualified options to purchase shares of common stock in the Company. No option may be granted under this plan for less than the fair market value of the common stock, defined by the plan as the average of the highest reported asked price and the lowest reported bid price, on the date of the grant. The benefits or amounts that may be received by or allocated to any particular officer or employee of the Company under this plan will be determined in the sole discretion of the personnel and compensation committee of the Company’s board of ~~directors or its personnel and compensation committee.~~directors. While the vesting period and the termination date for the employee plan options are determined when options are granted, all such employee options outstanding at ~~March 31,~~June 30, 2015 were issued with a vesting date three years after issuance and an expiration date seven years after issuance.

~~The~~During the second quarter of 2015, the Company ~~also has a nonqualified~~adopted the Bank of the Ozarks, Inc. Non-Employee Director Stock Plan (the “Director Plan”) that provides for awards of common stock ~~option plan for~~to eligible non-employee directors. ~~This plan permits~~The Director Plan grants to each director who is not otherwise an employee of the Company, or any subsidiary, ~~to receive options to purchase 2,000~~ shares of ~~the Company’s~~ common stock on the day ~~following~~of his or her election as a director of the Company at each annual shareholders meeting, or any special meeting called for the purpose of ~~stockholders~~electing a director or directors of the Company, and ~~up to 2,000 shares~~ upon ~~election or~~ appointment for the first time as a director of the Company. ~~No option may be granted under this plan for less than the fair market value~~The number of ~~the~~shares of common stock ~~defined by~~to be awarded will be the ~~plan as~~equivalent of $25,000 worth of shares of common stock based on the average of the highest reported asked price and ~~the~~ lowest reported bid price on the ~~date~~grant date. The common stock awarded under this plan is fully vested on the grant date. The aggregate number of shares of common stock which may be issued as awards under this plan will not exceed 50,000 shares, subject to certain adjustments. For the three months ended June 30, 2015, the Company issued 7,657 shares of common stock and incurred $0.3 million in stock-based compensation expense related to common-stock awards issued under the Director Plan.

Prior to the adoption of the ~~grant. These~~Director Plan, the Company had a nonqualified stock option plan for non-employee directors. No options ~~are~~were granted under this plan during the six months ended June 30, 2015. All options previously granted under this plan were exercisable immediately and expire ten years after issuance.

All shares issued in connection with options exercised under both the employee and non-employee director stock option plans ~~are~~were in the form of newly issued shares.

The following table summarizes stock option activity for both the employee and non-employee director stock option plans for the period indicated.


	Options			Weighted- Average Exercise Price/Share		Weighted-Average Remaining Contractual Life (in years)		Aggregate Intrinsic Value (in thousands)			Options			Weighted- Average Exercise Price/Share		Weighted-Average Remaining Contractual Life (in years)		Aggregate Intrinsic Value (in thousands)
Three Months Ended March 31, 2015:

Six Months Ended June 30, 2015:
Outstanding – January 1, 2015		1,859,350		$	23.49							1,859,350		$	23.49
Granted		0			0							2,000			40.82
Exercised		(53,000	)		10.30							(99,050	)		10.06
Forfeited		(57,900	)		26.85							(74,350	)		26.13

Outstanding – March 31, 2015		1,748,450			23.78		5.4	$	22,990	⁽¹⁾
Outstanding – June 30, 2015												1,687,950			24.18		5.3	$	36,400	⁽¹⁾

Fully vested and exercisable – March 31, 2015		365,600			13.55		4.5	$	8,549	⁽¹⁾
Fully vested and exercisable – June 30, 2015												315,550		$	14.17		4.6	$	9,966	⁽¹⁾

Expected to vest in future periods		1,246,680										1,248,680

Fully vested and expected to vest – March 31, 2015⁽²⁾		1,612,280			23.13		5.4	$	22,254	⁽¹⁾
Fully vested and expected to vest – June 30, 2015⁽²⁾												1,564,230		$	23.58		5.2	$	34,676	⁽¹⁾

Intrinsic value for stock options is defined as the amount by which the current market price of the underlying stock exceeds the exercise price. For those stock options where the exercise price exceeds the current market price of the underlying stock, the intrinsic value is zero. The total intrinsic value of options exercised during the three months ended ~~March 31,~~June 30, 2015 and 2014 was $1.4 million and ~~$3.9~~$0.2 million, respectively. The total intrinsic value of options exercised during the six months ended June 30, 2015 and 2014 was $2.8 million and $4.1 million, respectively.

~~No options~~Options to purchase 2,000 shares and 52,000 split-adjusted shares of the Company’s stock were issued during the ~~three~~six months ended ~~March 31,~~June 30, 2015 ~~or 2014.~~and 2014, respectively. Stock-based compensation expense for stock options included in non-interest expense was $0.6 million and ~~$0.4~~$0.8 million for the three months ended ~~March 31,~~June 30, 2015 and 2014, ~~respectively.~~respectively, and $1.2 million for both six month periods ended June 30, 2015 and 2014. Total unrecognized compensation cost related to non-vested stock option grants was ~~$4.3~~$3.7 million at ~~March 31,~~June 30, 2015 and is expected to be recognized over a weighted-average period of ~~2.2~~2.0 years.

The Company has a restricted stock and incentive plan whereby all officers and employees of the Company are eligible to receive awards of restricted stock, or restricted stock ~~units.~~units or performance awards. The benefits or amounts that may be received by or allocated to any particular officer or employee of the Company under this plan will be determined in the sole discretion of the Company’s board of directors or its personnel and compensation committee. Shares of common stock issued under the plan may be shares of original issuance or shares held in treasury that have been reacquired by the Company. ~~All~~While the vesting period for awards under the plan is determined by the personnel and compensation committee at the time of grant, all restricted stock awards ~~outstanding at March 31, 2015 were issued with~~granted under the plan have a vesting date of three years after issuance.

The following table summarizes non-vested restricted stock activity for the period indicated.


	Six Months Ended June 30, 2015
Outstanding – January 1, 2015		444,700
Granted		245,300
Forfeited		(29,875	)
Vested		0

Outstanding – June 30, 2015		660,125


Weighted-average grant date fair value	$	25.27

The fair value of the restricted stock awards is amortized to compensation expense over the vesting period and is based on the market price of the Company’s common stock at the date of grant multiplied by the number of shares granted that are expected to vest. Stock-based compensation expense for restricted stock included in non-interest expense was ~~$1.3~~$1.4 million and $0.9 million for the ~~three~~quarters ended June 30, 2015 and 2014, respectively, and $2.7 million and $1.8 million for the six months ended ~~March 31,~~June 30, 2015 and 2014, respectively. Unrecognized compensation expense for non-vested restricted stock awards was ~~$10.8~~$9.5 million at ~~March 31,~~June 30, 2015 and is expected to be recognized over a weighted-average period of ~~2.4~~2.2 years.

The Company measures certain of its assets and liabilities on a fair value basis using various valuation techniques and assumptions, depending on the nature of the asset or liability. Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. Additionally, fair value is used either annually or on a non-recurring basis to evaluate certain assets and liabilities for impairment or for disclosure purposes. The Company had no liabilities that were accounted for at fair value at ~~March 31,~~June 30, 2015 or 2014 or at December 31, 2014.

The following table sets forth the Company’s assets, as of the dates indicated, that are accounted for at fair value.


	Level 1		Level 2		Level 3		Total		Level 1		Level 2		Level 3		Total
	(Dollars in thousands)								(Dollars in thousands)
March 31, 2015:
June 30, 2015:
Investment securities AFS⁽¹⁾:
Obligations of state and political subdivisions	$	0	$	493,140	$	19,067	$	512,207	$	0	$	488,158	$	18,757	$	506,915
U.S. Government agency securities		0		259,975		0		259,975		0		260,753		0		260,753
Corporate obligations		0		622		0		622		0		3,574		0		3,574
CRA qualified investment fund		1,028		0		0		1,028		1,020		0		0		1,020

Total investment securities AFS		1,028		753,737		19,067		773,832		1,020		752,485		18,757		772,262
Impaired non-purchased loans and leases		0		0		12,574		12,574		0		0		12,807		12,807
Impaired purchased loans		0		0		14,147		14,147		0		0		12,347		12,347
Foreclosed assets		0		0		32,094		32,094		0		0		25,973		25,973

Total assets at fair value	$	1,028	$	753,737	$	77,882	$	832,647	$	1,020	$	752,485	$	69,884	$	823,389


December 31, 2014:
Investment securities AFS⁽¹⁾:
Obligations of state and political subdivisions	$	0	$	553,808	$	19,401	$	573,209	$	0	$	553,808	$	19,401	$	573,209
U.S. Government agency securities		0		251,233		0		251,233		0		251,233		0		251,233
Corporate obligations		0		654		0		654		0		654		0		654

Total investment securities AFS		0		805,695		19,401		825,096		0		805,695		19,401		825,096
Impaired non-purchased loans and leases		0		0		19,480		19,480		0		0		19,480		19,480
Impaired purchased loans		0		0		14,040		14,040		0		0		14,040		14,040
Foreclosed assets		0		0		37,775		37,775		0		0		37,775		37,775

Total assets at fair value	$	0	$	805,695	$	90,696	$	896,391	$	0	$	805,695	$	90,696	$	896,391

March 31, 2014:

June 30, 2014:
Investment securities AFS⁽¹⁾:
Obligations of state and political subdivisions	$	0	$	434,201	$	18,547	$	452,748	$	0	$	595,965	$	20,600	$	616,565
U.S. Government agency securities		0		219,740		0		219,740		0		258,311		0		258,311
Corporate obligations		0		686		0		686		0		685		0		685

Total investment securities AFS		0		654,627		18,547		673,174		0		854,961		20,600		875,561
Impaired non-purchased loans and leases		0		0		5,978		5,978		0		0		16,240		16,240
Impaired purchased loans		0		0		29,332		29,332		0		0		21,205		21,205
Foreclosed assets		0		0		60,869		60,869		0		0		56,356		56,356

Total assets at fair value	$	0	$	654,627	$	114,726	$	769,353	$	0	$	854,961	$	114,401	$	969,362

The following table presents information related to Level 3 non-recurring fair value measurements as of the date indicated.

The following methods and assumptions are used to estimate the fair value of the Company’s assets and liabilities that are accounted for at fair value.

Investment securities – The Company utilizes independent third parties as its principal pricing sources for determining fair value of investment securities which are measured on a recurring basis. As a result, the Company receives estimates of fair values from at least two independent pricing sources for the majority of its individual securities within its investment portfolio. For investment securities traded in an active market, fair values are based on quoted market prices if available. If quoted market prices are not available, fair values are based on quoted market prices of comparable securities, broker quotes, comprehensive interest rate tables and pricing matrices or a combination thereof. For investment securities traded in a market that is not active, fair value is determined using unobservable inputs. All fair value estimates of the Company’s investment securities are reviewed and approved on a quarterly basis by its Investment Portfolio Manager and its Chief Financial Officer.

The Company has determined that certain of its investment securities had a limited to non-existent trading market at ~~March 31,~~June 30, 2015. As a result, the Company considers these investments as Level 3 in the fair value hierarchy. Specifically, the fair values of certain obligations of state and political subdivisions consisting primarily of certain unrated private placement bonds (the “private placement bonds”) in the amount of ~~$19.1~~$18.8 million at ~~March 31,~~June 30, 2015 were calculated using Level 3 hierarchy inputs and assumptions as the trading market for such securities was determined to be “not active.” This determination was based on the limited number of trades or, in certain cases, the existence of no reported trades for the private placement bonds. The private placement bonds are generally prepayable at par value at the option of the issuer. As a result, management believes the private placement bonds should be individually valued at the lower of (i) the matrix pricing provided by the Company’s third party pricing services for comparable unrated municipal securities or (ii) par value. At ~~March 31,~~June 30, 2015, the third parties’ pricing matrices valued the Company’s portfolio of private placement bonds at ~~$19.1~~$18.8 million which was equal to the aggregate par value of the private placement bonds. Accordingly, at ~~March 31,~~June 30, 2015, the Company reported the private placement bonds at ~~$19.1~~$18.8 million.

Impaired non-purchased loans and leases – Fair values are measured on a nonrecurring basis and are based on the underlying collateral value of the impaired loan or lease, net of holding and selling costs, or the estimated discounted cash flows for such loan or lease. At ~~March 31,~~June 30, 2015 the Company had reduced the carrying value of its impaired loans and leases (all of which are included in nonaccrual loans and leases) by ~~$3.9~~$5.0 million to the estimated fair value of ~~$12.6~~$12.8 million. The ~~$3.9~~$5.0 million adjustment to reduce the carrying value of impaired loans and leases to estimated fair value consisted of ~~$3.5~~$3.6 million of partial charge-offs and ~~$0.4~~$1.4 million of specific loan and lease loss allocations.

Impaired purchased loans – Impaired purchased loans are measured at fair value on a non-recurring basis. As of ~~March 31,~~June 30, 2015, the Company had identified purchased loans where the expected performance had deteriorated from management’s performance expectations established in conjunction with the determination of the Day 1 Fair Values or where current information indicates it is probable that the Company will not be able to collect all amounts according to the contractual terms thereof (for purchased loans without evidence of credit deterioration at date of acquisition) or the expected performance of such loans had deteriorated from management’s performance expectations established in conjunction with the determination of the

Day 1 Fair Values or since management’s most recent review of such portfolio’s performance (for purchased loans with

evidence of credit deterioration at date of acquisition). As a result, the Company recorded partial charge-offs totaling $0.4 million and $1.1 million during the second quarter of 2015 and 2014, respectively, and $1.7 million and $1.3 million during the first ~~quarter~~six months of ~~2015.~~2015 and 2014, respectively. The Company also recorded provision for loan and lease losses of $0.4 million and $1.1 million during the second quarter of 2015 and 2014, respectively, and $1.7 million and $1.3 million during the first ~~quarter~~six months of 2015 and 2014, respectively, to cover such charge-offs. In addition to these charge-offs, the Company transferred certain of these purchased loans to foreclosed assets. As a result of these actions, at ~~March 31,~~June 30, 2015, the Company had ~~$14.1~~$12.3 million of impaired purchased loans.

Foreclosed assets – Repossessed personal properties and real estate acquired through or in lieu of foreclosure are measured on a non-recurring basis and are initially recorded at the lesser of current principal investment or fair value less estimated cost to sell (generally 8% to 10%) at the date of repossession or foreclosure. Purchased foreclosed assets are initially recorded at Day 1 Fair Values. In estimating such Day 1 Fair Values, management considered a number of factors including, among others, appraised value, estimated selling price, estimated holding periods and net present value (calculated using discount rates ranging from 8.0% to 9.5% per annum) of cash flows expected to be received. Valuations of these assets are periodically reviewed by management with the carrying value of such assets adjusted to the then estimated fair value net of estimated selling costs, if lower, until disposition. Fair values of foreclosed and repossessed assets are generally based on third party appraisals, broker price opinions or other valuations of the property.

The following table presents additional information for the periods indicated about assets measured at fair value on a recurring basis and for which the Company has utilized Level 3 inputs to determine fair value.


				Investment Securities AFS
	Investment Securities AFS			(Dollars in thousands)
	(Dollars in thousands)
Balance – January 1, 2015	$	19,401		$	19,401
Total realized gains (losses) included in earnings		0			0
Total unrealized gains (losses) included in comprehensive income		(87	)		(271	)
Paydowns and maturities		(247	)		(373	)
Sales		0			0
Transfers in and/or out of Level 3		0			0

Balance – March 31, 2015	$	19,067
Balance – June 30, 2015				$	18,757


Balance – January 1, 2014	$	18,682		$	18,682
Total realized gains (losses) included in earnings		0			0
Total unrealized gains (losses) included in comprehensive income		248			403
Acquired					1,907
Paydowns and maturities		(383	)		(392	)
Sales		0			0
Transfers in and/or out of Level 3		0			0

Balance – March 31, 2014	$	18,547
Balance – June 30, 2014				$	20,600

The following methods and assumptions were used to estimate the fair value of financial instruments.

Cash and due from banks – For these short-term instruments, the carrying amount is a reasonable estimate of fair value.

Investment securities – The Company utilizes independent third parties as its principal pricing sources for determining fair value of investment securities which are measured on a recurring basis. As a result, the Company receives estimates of fair values from at least two independent pricing sources for the majority of its individual securities within its investment portfolio. For investment securities traded in an active market, fair values are based on quoted market prices if available. If quoted market prices are not available, fair values are based on quoted market prices of comparable securities, broker quotes, comprehensive interest rate tables, pricing matrices or a combination thereof. For investment securities traded in a market that is not active, fair value is determined using unobservable inputs. All fair value estimates of the Company’s investment securities are reviewed and approved on a quarterly basis by its Investment Portfolio Manager and its Chief Financial Officer. The Company’s investments in FHLB and FNBB equity securities totaling ~~$10.4~~$10.0 million at ~~March 31,~~June 30, 2015, $14.2 million at December 31, 2014 and ~~$14.5~~$16.6 million at ~~March 31,~~June 30, 2014, do not have readily determinable fair values and are carried at cost.

Loans and leases – The fair value of loans and leases, including purchased loans, is estimated by discounting the contractual cash flows to be received in future periods using the current rate at which similar loans or leases would be made to borrowers or lessees with similar credit ratings and for the same remaining maturities.

Deposit liabilities – The fair value of demand deposits, savings accounts, money market deposits and other transaction accounts is the amount payable on demand at the reporting date. The fair value of fixed maturity time deposits is estimated using the rate currently available for deposits of similar remaining maturities.

Repurchase agreements – For these short-term instruments, the carrying amount is a reasonable estimate of fair value.

Other borrowed funds – For these short-term instruments, the carrying amount is a reasonable estimate of fair value. The fair value of long-term instruments is estimated based on the current rates available to the Company for borrowings with similar terms and remaining maturities.

Subordinated debentures – The fair values of these instruments are based primarily upon discounted cash flows using rates for securities with similar terms and remaining maturities.

Off-balance sheet instruments – The fair values of commercial loan commitments and letters of credit are based on fees currently charged to enter into similar agreements, taking into account the remaining terms of the agreements, and were not material at ~~March 31,~~June 30, 2015 and 2014 or at December 31, 2014.

The fair values of certain of these instruments were calculated by discounting expected cash flows, which contain numerous uncertainties and involve significant judgments by management. Fair value is the estimated amount at which financial assets or liabilities could be exchanged in a current transaction between willing parties other than in a forced or liquidation sale. Because no market exists for certain of these financial instruments and because management does not intend to sell these financial instruments, the Company did not know whether the fair values represent values at which the respective financial instruments could be sold individually or in the aggregate.

The following table presents the carrying amounts and estimated fair values for the dates indicated and the fair value hierarchy of the Company’s financial instruments.


		March 31,													June 30,
		2015				2014				December 31, 2014					2015				2014				December 31, 2014
	Fair Value Hierarchy	Carrying Amount		Estimated Fair Value		Carrying Amount		Estimated Fair Value		Carrying Amount		Estimated Fair Value		Fair Value Hierarchy	Carrying Amount		Estimated Fair Value		Carrying Amount		Estimated Fair Value		Carrying Amount		Estimated Fair Value
		(Dollars in thousands)																	(Dollars in thousands)
Financial assets:
Cash and cash equivalents	Level 1	$	425,794	$	425,794	$	188,351	$	188,351	$	150,203	$	150,203	Level 1	$	514,890	$	514,890	$	110,688	$	110,688	$	150,203	$	150,203
Investment securities AFS	Levels 1, 2 and 3		784,725		784,725		687,661		687,661		839,321		839,321	Levels 1, 2 and 3		782,277		782,277		892,129		892,129		839,321		839,321
Loans and leases, net of ALLL	Level 3		6,299,122		6,230,658		3,528,130	��	3,496,946		5,074,899		5,042,831	Level 3		6,537,222		6,469,690		4,528,696		4,480,221		5,074,899		5,042,831
FDIC loss share receivable	Level 3		0		0		57,782		57,722		0		0	Level 3		0		0		50,679		50,600		0		0

Financial liabilities:
Demand, savings and interest bearing transaction deposits	Level 1	$	4,563,972	$	4,563,972	$	3,085,886	$	3,085,886	$	4,038,443	$	4,038,443	Level 1	$	4,966,330	$	4,966,330	$	3,807,139	$	3,807,139	$	4,038,443	$	4,038,443
Time deposits	Level 2		2,152,689		2,158,211		830,318		830,583		1,457,939		1,463,590	Level 2		2,120,969		2,142,807		1,176,758		1,177,108		1,457,939		1,463,590
Repurchase agreements with customers	Level 1		76,960		76,960		51,140		51,140		65,578		65,578	Level 1		70,011		70,011		55,999		55,999		65,578		65,578
Other borrowings	Level 2		161,318		172,180		280,885		317,186		190,855		203,493	Level 2		161,931		171,614		280,875		304,381		190,855		203,493
FDIC clawback payable	Level 3		0		0		26,202		26,202		0		0	Level 3		0		0		26,533		26,533		0		0
Subordinated debentures	Level 2		117,264		71,442		64,950		32,767		64,950		39,103	Level 2		117,403		66,679		64,950		32,554		64,950		39,103

At June 30, 2015 and 2014 and December 31, 2014, securities sold under agreements to repurchase (“repurchase agreements”) totaled $70.0 million, $56.0 million and $65.6 million, respectively. Securities utilized as collateral for repurchase agreements are primarily U.S. Government agency mortgage-backed securities and are maintained by the Company’s safekeeping agents. These securities are reviewed by the Company on a daily basis, and the Company may be required to provide additional collateral due to changes in the fair market value of these securities. The terms of the Company’s repurchase agreements are continuous but may be cancelled at any time by the Company or the customer.


	Three Months Ended						Three Months Ended						Six Months Ended
	March 31,						June 30,						June 30,
	2015			2014			2015			2014			2015			2014
	(Dollars in thousands)						(Dollars in thousands)
Beginning balance of AOCI – unrealized gains and losses on investment securities AFS	$	14,132		$	(3,672	)	$	14,367		$	3,211		$	14,132		$	(3,672	)
Other comprehensive income (loss):
Unrealized gains and losses on investment securities AFS		2,914			11,330			(10,091	)		11,199			(7,600	)		22,529
Tax effect of unrealized gains and losses on investment securities AFS		(1,110	)		(4,444	)		3,844			(4,393	)		3,157			(8,837	)
Amounts reclassified from AOCI		(2,534	)		(5	)		(84	)		(18	)		(2,618	)		(23	)
Tax effect of amounts reclassified from AOCI		965			2			32			7			997			9

Total other comprehensive income (loss)		235			6,883			(6,299	)		6,795			(6,064	)		13,678

Ending balance of AOCI – unrealized gains and losses on investment securities AFS	$	14,367		$	3,211		$	8,068		$	10,006		$	8,068		$	10,006

Amounts reclassified from AOCI are included in net gains on investment securities and the tax effect of amounts reclassified from AOCI are included in provision for income tax in the consolidated statements of income. The amounts reclassified from AOCI relate entirely to unrealized gains/losses on investment securities AFS.

The following table is a summary of other operating expenses for the periods indicated.


	Three Months Ended				Three Months Ended				Six Months Ended
	March 31,				June 30,				June 30,
	2015		2014		2015		2014		2015		2014
	(Dollars in thousands)				(Dollars in thousands)
Salaries and employee benefits	$	22,597	$	17,689	$	22,646	$	18,831	$	45,243	$	36,520
Net occupancy and equipment		7,291		5,044		7,344		5,707		14,635		10,751
Other operating expenses:
Postage and supplies		915		770		1,014		852		1,929		1,623
Advertising and public relations		583		400		586		636		1,169		1,036
Telecommunication services		1,348		1,001		1,616		1,191		2,964		2,207
Professional and outside services		4,386		2,128		2,526		2,353		6,912		4,526
Software and data processing		749		6,024		766		1,662		1,515		2,799
Travel and meals		796		556		821		629		1,617		1,169
FDIC insurance		750		503		900		555		1,650		1,105
FDIC and state assessments		310		260		331		218		641		431
ATM expense		708		210		543		307		1,251		516
Loan collection and repossession expense		1,733		460		1,020		1,528		2,753		1,987
Writedowns of foreclosed and other assets		2,192		64		235		798		2,427		877
Amortization of intangibles		1,596		813		1,640		1,119		3,236		1,932
FHLB prepayment penalty		2,480		0		0		0		2,480		0
Other		1,750		1,532		1,736		1,492		3,486		7,854

Total non-interest expense	$	50,184	$	37,454	$	43,724	$	37,878	$	93,908	$	75,333

On August 5, 2015, the Company completed the acquisition of Bank of the Carolinas Corporation (“BCAR”) and its wholly-owned subsidiary Bank of the Carolinas for an aggregate of approximately 1.4 million shares of common stock (plus cash in lieu of fractional shares) in a transaction valued at approximately $65.4 million. The acquisition of BCAR expands the Company’s operations in North Carolina by adding eight full service branch locations in Advance, Asheboro, Concord, Harrisburg, Landis, Lexington, Mocksville and Winston-Salem. At June 30, 2015, BCAR had approximately $345 million of total assets, $277 million of loans, $296 million of deposits and $48 million of total common stockholders’ equity.

In May 2014, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2014-09,“Revenue from Contracts with Customers.”ASU 2014-09 provides guidance that an entity should recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods and services. ASU 2014-09 is effective for annual and interim periods beginning after December 15, ~~2016, although the FASB recently proposed deferring its effective date by one year.~~2017. The Company is currently evaluating the impact, if any, ASU 2014-09 will have on its financial position, results of operations, and its financial statement disclosures.

In June 2014, the FASB issued ASU 2014-11“Transfers and Servicing (Topic 860).”ASU 2014-11 amends the accounting guidance for repo-to-maturity transactions and requires such transactions to be accounted for as secured borrowings. In addition, ASU 2014-11 requires enhanced disclosures related to the collateral pledged, maturity and risk associated with repurchase agreements. The Company adopted the provision of ASU 2014-11 beginning April 1, 2015. The adoption of ASU 2014-11 had no significant impact on the Company’s financial position or results of operations; however, the additional disclosures required by ASU 2014-11 are included in Note 14-Repurchase Agreement with Customers.

In January 2015, the FASB issued ASU 2015-01, “Income Statement – Extraordinary and Unusual Items (Subtopic 225-20) – Simplifying Income Statement Presentation by Eliminating the Concept of Extraordinary Items.” ASU 2015-01 eliminates from GAAP the concept of extraordinary items, which, among other things, required an entity to segregate extraordinary items considered to be unusual and infrequent from the results of ordinary operations and show the item separately in the income statement, net of tax, after income from continuing operations. ASU 2015-01 is effective for interim and annual periods beginning after December 15, 2015. ASU 2015-01 is not expected to have a significant impact on the Company’s financial position, results of operations and its financial statement disclosures.

In February 2015, FASB issued ASU 2015-02,“Consolidation (Topic 810): Amendments to the Consolidation Analysis” which amends the consolidation requirements of ASU 810 by changing the consolidation analysis required under GAAP. The revised guidance amends the consolidation analysis based on certain fee arrangements or relationships to the reporting entity and, for limited partnerships, requires entities to consider the limited partner’s rights relative to the general partner. ASU 2015-02 is effective for annual and interim periods beginning after December 15, 2015. The Company is currently evaluating the impact, if any, ASU 2015-02 will have on its financial position, results of operations, and its financial statement disclosures.

In April 2015, the FASB issued ASU 2015-03,“Interest – Imputation of Interest (Subtopic 835-30) – Simplifying the Presentation of Debt Issuance Costs.” ASU 2015-03 requires that debt issuance costs related to a recognized debt liability be presented in the balance sheet as a direct deduction from the carrying amount of that debt liability, consistent with debt discounts. The recognition and measurement guidance for debt issuance costs are not affected by the amendments in ASU 2015-03. ASU 2015-03 is effective for interim and annual periods beginning after December 1,15, 2015. ASU 2015-03 is not expected to have a significant impact on the Company’s financial position, results of operations and its financial statement disclosures.

On May 6, 2015, the Company entered into a definitive agreement and plan of merger and reorganization (the “BCAR Agreement”) with Bank of the Carolinas Corporation (“BCAR”) and its wholly-owned bank subsidiary Bank of the Carolinas, headquartered in Mocksville, North Carolina, whereby the Company will acquire all of the outstanding common stock of BCAR in a transaction valued at approximately $64.7 million. Bank of the Carolinas operates eight full service banking offices in North Carolina. At March 31, 2015, BCAR reported approximately $363 million in total assets, approximately $279 million in total loans and approximately $314 million in total deposits.

Under the terms of the BCAR Agreement, each outstanding share of common stock of BCAR will be converted into the right to receive shares of the Company’s common stock, plus cash in lieu of any fractional share, all subject to certain conditions and potential adjustments. The number of Company shares to be issued will be determined based on the Company’s 10-day average closing stock price as of the second business day prior to the closing date, subject to a minimum price of $29.28 per share and a maximum price of $48.80 per share. Upon the closing of the transaction, which is expected to occur in the third quarter of 2015, BCAR will merge into the Company and Bank of the Carolinas will merge into the Bank. Completion of the transaction is subject to certain closing conditions, including receipt of customary regulatory approvals and the approval of BCAR shareholders.

Item 2.

Management’s Discussion and Analysis of Financial Condition and Results of Operations

Unless this quarterly report on Form 10-Q indicates otherwise, or the context otherwise requires, the terms “we,” “our,” “us,” and “the Company,” as used herein refer to Bank of the Ozarks, Inc. and its subsidiaries, including Bank of the Ozarks, which we sometimes refer to as “Bank of the Ozarks,” “our bank subsidiary,” or “the Bank.”

This quarterly report on Form 10-Q, including Management’s Discussion and Analysis of Financial Condition and Results of Operations (“MD&A”), other filings made by us with the Securities and Exchange Commission (“SEC”) and other oral and written statements or reports by us and our management include certain forward-looking statements that are intended to be covered by the Private Securities Litigation Reform Act of 1995. Forward-looking statements are based on management’s expectations as well as certain assumptions and estimates made by, and information available to, management at the time. Forward-looking statements include, without limitation, statements about economic, real estate market, competitive, employment, credit market and interest rate ~~conditions;~~conditions and our plans, goals, beliefs, expectations, thoughts, estimates and outlook for the ~~future;~~future with respect to our revenue growth; net income and earnings per common share; net interest margin; net interest income; non-interest income, including service charges on deposit accounts, mortgage lending and trust income, gains (losses) on investment securities and sales of other assets; gains on merger and acquisition transactions; other income from purchased loans; non-interest expense; efficiency ratio; anticipated future operating results and financial performance; asset quality and asset quality ratios, including the effects of current economic and real estate market conditions; nonperforming loans and leases; nonperforming assets; the impact from termination of the loss share agreement; net charge-offs and net charge-off ratios; provision and allowance for loan and lease losses; past due loans and leases; current or future litigation; interest rate sensitivity, including the effects of possible interest rate changes; future growth and expansion opportunities including plans for making additional acquisitions; problems with integrating or managing acquisitions; the effect of the announcements or completion of any pending or future mergers or acquisitions on customer relationships and operating results; plans for opening new offices or relocating or closing existing offices; opportunities and goals for future market share growth; expected capital expenditures; loan, lease and deposit growth, including growth from unfunded closed loans; changes in the volume, yield and value of our investment securities portfolio; availability of unused borrowings and other similar forecasts and statements of expectation. Words such as “anticipate,” “believe,” “could,” “estimate,” “expect,” “goal,” “hope,” “intend,” “look,” “may,” “plan,” “project,” “seek,” “target,” “trend,” “will,” “would,” and similar expressions, as they relate to us or our management, identify forward-looking statements.

Actual future performance, outcomes and results may differ materially from those expressed in forward-looking statements made by us and our management due to certain risks, uncertainties and assumptions. Certain factors that may affect our future results include, but are not limited to, potential delays or other problems in implementing our growth and expansion strategy including delays in identifying satisfactory sites, hiring or retaining qualified personnel, obtaining regulatory or other approvals, obtaining permits and designing, constructing and opening new offices; the ability to enter into and/or close additional acquisitions; problems with, or additional expenses relating to, integrating or managing acquisitions; the availability of capital; the ability to attract new or retain existing or acquired deposits; the ability to achieve growth in loans and leases, including growth from unfunded closed loans; the ability to generate future revenue growth or to control future growth in non-interest expense; interest rate fluctuations, including changes in the yield curve between short-term and long-term interest rates; competitive factors and pricing pressures, including their effect on our net interest margin; general economic, unemployment, credit market and real estate market conditions, and the effect of such conditions on the creditworthiness of borrowers and lessees, collateral values, the value of investment securities and asset recovery values; changes in legal and regulatory requirements; recently enacted and potential legislation and regulatory actions, and the costs and expenses to comply with new legislation and regulatory actions, including legislation and regulatory actions intended to stabilize economic conditions and credit markets, strengthen the capital of financial institutions, increase regulation of the financial services industry and protect homeowners or consumers; changes in U.S. government monetary and fiscal policy; possible further downgrade of U.S. Treasury securities; the ability to keep pace with technological changes, including changes regarding cyber security; an increase in the incidence or severity of fraud, illegal payments, security breaches and other illegal acts impacting our bank subsidiary or our customers; adoption of new accounting standards or changes in existing standards; and adverse results in current or future litigation or regulatory examinations as well as other factors described in this quarterly report on Form 10-Q or as detailed from time to time in the other reports we file with the SEC, including those factors included in the disclosures under the heading “Forward-Looking Information” and “Item 1A. Risk Factors” in our most recent Annual Report on Form 10-K for the year ended December 31, 2014. Should one or more of the foregoing risks materialize, or should underlying assumptions prove incorrect, actual results or outcomes may vary materially from those described in the forward-looking statements. We disclaim any obligation to update or revise any forward-looking statement based on the occurrence of future events, the receipt of new information or otherwise.

The following tables set forth selected unaudited consolidated financial data as of and for the three months and six months ended ~~March 31,~~June 30, 2015 and 2014 and supplemental unaudited quarterly financial data for each of the most recent eight quarters beginning with the ~~second~~third quarter of 2013 through the ~~first~~second quarter of 2015. These tables are qualified in their entirety by our consolidated financial statements and related notes presented elsewhere in this quarterly report on Form 10-Q. The calculations of our tangible book value per common share and our annualized returns on average tangible common stockholders’ equity and the reconciliations to generally accepted accounting principles (“GAAP”) are included in this MD&A under “Capital Resources and Liquidity” in this quarterly report on Form 10-Q.


	Three Months Ended						Three Months Ended						Six Months Ended
	March 31,						June 30,						June 30,
	2015			2014			2015			2014			2015			2014
	(Dollars in thousands, except per share amounts)						(Dollars in thousands, except per share amounts)
Income statement data:
Interest income	$	91,455		$	57,057		$	100,103		$	69,760		$	191,558		$	126,818
Interest expense		5,966			4,661			6,347			4,959			12,312			9,620
Net interest income		85,489			52,396			93,756			64,801			179,246			117,198
Provision for loan and lease losses		6,315			1,304			4,308			5,582			10,623			6,887
Non-interest income		29,067			20,360			23,270			17,388			52,337			37,749
Non-interest expense		50,184			37,454			43,724			37,878			93,908			75,333
Net income available to common stockholders		39,894			25,276			44,776			26,486			84,670			51,762
Common share and per common share data:⁽¹⁾
Earnings – diluted	$	0.47		$	0.34		$	0.51		$	0.34		$	0.98		$	0.68
Book value		13.59			8.90			13.93			10.67			13.93			10.67
Tangible book value		11.80			8.61			12.19			9.31			12.19			9.31
Dividends		0.13			0.11			0.135			0.115			0.265			0.225
Weighted-average diluted shares outstanding (thousands)		84,409			74,494			87,515			77,466			86,001			75,981
End of period shares outstanding (thousands)		86,758			73,888			86,811			79,662			86,811			79,662
Balance sheet data at period end:
Total assets	$	8,303,407		$	5,028,893		$	8,710,435		$	6,297,975		$	8,710,435		$	6,297,975
Non-purchased loans and leases		4,311,105			2,778,503			4,767,123			3,171,585			4,767,123			3,171,585
Purchased loans⁽²⁾⁽¹⁾		2,042,164			488,533			1,826,848			1,404,069			1,826,848			1,404,069
Allowance for loan and lease losses		54,147			43,861			56,749			46,958			56,749			46,958
Foreclosed assets⁽²⁾⁽¹⁾		32,094			60,869			25,973			56,356			25,973			56,356
Investment securities		784,275			687,661			782,277			892,129			782,277			892,129
Deposits		6,716,661			3,916,204			7,087,299			4,983,897			7,087,299			4,983,897
Repurchase agreements with customers		76,960			51,140			70,011			55,999			70,011			55,999
Other borrowings		161,318			280,885			161,931			280,875			161,931			280,875
Subordinated debentures		117,264			64,950			117,403			64,950			117,403			64,950
Total common stockholders’ equity		1,179,256			657,310			1,209,254			850,204			1,209,254			850,204
Loan and lease (including purchased loans) to deposit ratio		94.59	%		91.21	%		93.04	%		91.81	%		93.04	%		91.81	%
Average balance sheet data:
Total average assets	$	7,602,199		$	4,824,870		$	8,283,023		$	5,660,136		$	7,945,178		$	5,247,221
Total average common stockholders’ equity		1,049,867			638,334			1,191,798			749,692			1,121,225			696,360
Average common equity to average assets		13.81	%		13.30	%		14.39	%		13.25	%		14.11	%		13.27	%
Performance ratios:
Return on average assets⁽³⁾⁽²⁾		2.13	%		2.12	%		2.17	%		1.88	%		2.15	%		1.99	%
Return on average common stockholders’ equity⁽³⁾⁽²⁾		15.41			16.06			15.07			14.17			15.23			14.99
Return on average tangible common stockholders’ equity⁽⁴⁾⁽²⁾		17.65			16.45			17.27			15.41			17.43			15.90
Net interest margin – FTE⁽³⁾⁽²⁾		5.42			5.46			5.37			5.62			5.39			5.55
Efficiency ratio		42.85			49.82			36.56			44.60			39.67			47.05
Common stock dividend payout ratio		26.10			32.35			26.20			33.82			26.10			33.09
Asset quality ratios:
Net charge-offs to average total loans and leases^{(3) (5)}		0.37	%		0.03	%
Net charge-offs to average total loans and leases^{(2) (3)}								0.12	%		0.19	%		0.24	%		0.11	%
Nonperforming loans and leases to total loans and leases⁽⁶⁾⁽⁴⁾		0.33			0.42			0.34			0.58			0.34			0.58
Nonperforming assets to total assets⁽⁶⁾⁽⁴⁾		0.56			1.44			0.49			0.62			0.49			0.62
Allowance for loan and lease losses as a percentage of:
Total loans and leases⁽⁶⁾⁽⁴⁾		1.26	%		1.58	%		1.19	%		1.48	%		1.19	%		1.48	%
Nonperforming loans and leases⁽⁶⁾⁽⁴⁾		377	%		372	%		349	%		255	%		349	%		255	%
Capital ratios at period end:
Tier 1 leverage		15.19	%		14.41	%		14.41	%		14.31	%		14.41	%		14.31	%
Common equity tier 1		11.54			N/A			11.18			N/A			11.18			N/A
Tier 1 capital		12.88			15.20			12.43			13.40			12.43			13.40
Total capital		13.50			16.16			13.03			14.19			13.03			14.19


	6/30/13			9/30/13			12/31/13			3/31/14			6/30/14			9/30/14			12/31/14			3/31/15			9/30/13			12/31/13			3/31/14			6/30/14			9/30/14			12/31/14			3/31/15			6/30/15
Earnings Summary:
Net interest income	$	43,465		$	50,633		$	55,282		$	52,396		$	64,801		$	74,621		$	78,675		$	85,489		$	50,633		$	55,282		$	52,396		$	64,801		$	74,621		$	78,675		$	85,489		$	93,756
Federal tax (FTE) adjustment		2,076			2,161			2,372			2,424			2,737			2,892			2,690			2,570			2,161			2,372			2,424			2,737			2,892			2,690			2,570			2,552

Net interest income (FTE)		45,541			52,794			57,654			54,820			67,538			77,513			81,365			88,059			52,794			57,654			54,820			67,538			77,513			81,365			88,059			96,308
Provision for loan and lease losses		(2,666	)		(3,818	)		(2,863	)		(1,304	)		(5,582	)		(3,687	)		(6,341	)		(6,315	)		(3,818	)		(2,863	)		(1,304	)		(5,582	)		(3,687	)		(6,341	)		(6,315	)		(4,308	)
Non-interest income		18,987			22,102			18,592			20,360			17,388			19,248			27,887			29,067			22,102			18,592			20,360			17,388			19,248			27,887			29,067			23,270
Non-interest expense		(29,901	)		(32,208	)		(34,728	)		(37,454	)		(37,878	)		(42,523	)		(48,158	)		(50,184	)		(32,208	)		(34,728	)		(37,454	)		(37,878	)		(42,523	)		(48,158	)		(50,184	)		(43,724	)

Pretax income (FTE)		31,961			38,870			38,655			36,422			41,466			50,551			54,753			60,627			38,870			38,655			36,422			41,466			50,551			54,753			60,627			71,546
FTE adjustment		(2,076	)		(2,161	)		(2,372	)		(2,424	)		(2,737	)		(2,892	)		(2,690	)		(2,570	)		(2,161	)		(2,372	)		(2,424	)		(2,737	)		(2,892	)		(2,690	)		(2,570	)		(2,552	)
Provision for income taxes		(9,506	)		(10,224	)		(11,893	)		(8,730	)		(12,251	)		(15,579	)		(17,300	)		(18,139	)		(10,224	)		(11,893	)		(8,730	)		(12,251	)		(15,579	)		(17,300	)		(18,139	)		(24,190	)
Noncontrolling interest		8			(33	)		8			8			8			13			(11	)		(24	)		(33	)		8			8			8			13			(11	)		(24	)		(28	)

Net income available to common stockholders	$	20,387		$	26,452		$	24,398		$	25,276		$	26,486		$	32,093		$	34,752		$	39,894		$	26,452		$	24,398		$	25,276		$	26,486		$	32,093		$	34,752		$	39,894		$	44,776

Earnings per common share – diluted⁽¹⁾	$	0.29		$	0.36		$	0.33		$	0.34		$	0.34		$	0.40		$	0.43		$	0.47		$	0.36		$	0.33		$	0.34		$	0.34		$	0.40		$	0.43		$	0.47		$	0.51
Non-interest Income:
Non-interest Income:
Service charges on deposit accounts	$	5,074		$	5,817		$	6,031		$	5,639		$	6,605		$	7,356		$	7,009		$	6,627		$	5,817		$	6,031		$	5,639		$	6,605		$	7,356		$	7,009		$	6,627		$	7,088
Mortgage lending income		1,643			1,276			967			954			1,126			1,728			1,379			1,507			1,276			967			954			1,126			1,728			1,379			1,507			1,772
Trust income		865			1,060			1,289			1,316			1,364			1,419			1,493			1,432			1,060			1,289			1,316			1,364			1,419			1,493			1,432			1,463
BOLI income		1,104			1,179			1,164			1,130			1,278			1,390			1,385			3,623			1,179			1,164			1,130			1,278			1,390			1,385			3,623			1,785
Net accretion (amortization) of FDIC loss share receivable and FDIC clawback payable		2,481			1,396			901			692			(741	)		(562	)		—			—			1,396			901			692			(741	)		(562	)		—			—			—
Other income from purchased loans		3,689			2,484			4,825			3,311			3,629			3,369			4,494			8,908			2,484			4,825			3,311			3,629			3,369			4,494			8,908			6,971
Gains on investment securities		—			—			4			5			18			43			78			2,534			—			4			5			18			43			78			2,534			85
Gains on sales of other assets		3,110			2,501			1,801			974			1,448			1,688			1,912			2,829			2,501			1,801			974			1,448			1,688			1,912			2,829			2,557
Gains on merger and acquisition transactions		—			5,163			—			4,667			—			—			—			—			5,163			—			4,667			—			—			—			—			—
Gain on termination of FDIC loss share agreements		—			—			—			—			—			—			7,996			—			—			—			—			—			—			7,996			—			—
Other		1,021			1,226			1,610			1,672			2,661			2,817			2,141			1,607			1,226			1,610			1,672			2,661			2,817			2,141			1,607			1,549

Total non-interest income	$	18,987		$	22,102		$	18,592		$	20,360		$	17,388		$	19,248		$	27,887		$	29,067		$	22,102		$	18,592		$	20,360		$	17,388		$	19,248		$	27,887		$	29,067		$	23,270

Non-interest Expense:
Salaries and employee benefits	$	15,294		$	16,456		$	17,381		$	17,689		$	18,831		$	20,876		$	19,488		$	22,597		$	16,456		$	17,381		$	17,689		$	18,831		$	20,876		$	19,488		$	22,597		$	22,646
Net occupancy expense		4,370			4,786			5,039			5,044			5,707			6,823			6,528			7,291			4,786			5,039			5,044			5,707			6,823			6,528			7,291			7,344
Other operating expenses		9,669			10,178			11,427			13,908			12,221			13,292			20,610			18,700			10,178			11,427			13,908			12,221			13,292			20,610			18,700			12,094
Amortization of intangibles		568			788			881			813			1,119			1,532			1,532			1,596			788			881			813			1,119			1,532			1,532			1,596			1,640

Total non-interest expense	$	29,901		$	32,208		$	34,728		$	37,454		$	37,878		$	42,523		$	48,158		$	50,184		$	32,208		$	34,728		$	37,454		$	37,878		$	42,523		$	48,158		$	50,184		$	43,724

Allowance for Loan and Lease Losses:
Balance at beginning of period	$	38,422		$	39,372		$	41,660		$	42,945		$	43,861		$	46,958		$	49,606		$	52,918		$	39,372		$	41,660		$	42,945		$	43,861		$	46,958		$	49,606		$	52,918		$	54,147
Net charge-offs		(1,716	)		(1,530	)		(1,578	)		(388	)		(2,485	)		(1,039	)		(3,029	)		(5,086	)		(1,530	)		(1,578	)		(388	)		(2,485	)		(1,039	)		(3,029	)		(5,086	)		(1,706	)
Provision for loan and lease losses		2,666			3,818			2,863			1,304			5,582			3,687			6,341			6,315			3,818			2,863			1,304			5,582			3,687			6,341			6,315			4,308

Balance at end of period	$	39,372		$	41,660		$	42,945		$	43,861		$	46,958		$	49,606		$	52,918		$	54,147		$	41,660		$	42,945		$	43,861		$	46,958		$	49,606		$	52,918		$	54,147		$	56,749

Selected Ratios:
Net interest margin – FTE⁽²⁾		5.56	%		5.55	%		5.63	%		5.46	%		5.62	%		5.49	%		5.53	%		5.42	%		5.55	%		5.63	%		5.46	%		5.62	%		5.49	%		5.53	%		5.42	%		5.37	%
Efficiency ratio		46.34			43.00			45.55			49.82			44.60			43.95			44.08			42.85			43.00			45.55			49.82			44.60			43.95			44.08			42.85			36.56
Net charge-offs to average loans and leases^{(2) (3)}		0.12			0.10			0.14			0.03			0.19			0.06			0.17			0.37
Net charge-offs to average loans and leases⁽²⁾⁽³⁾																										0.10			0.14			0.03			0.19			0.06			0.17			0.37			0.12
Nonperforming loans and leases to total loans and leases⁽⁴⁾		0.66			0.41			0.33			0.42			0.58			0.49			0.53			0.33			0.41			0.33			0.42			0.58			0.49			0.53			0.33			0.34
Nonperforming assets to total assets⁽⁴⁾⁽⁵⁾		1.80			1.33			1.22			1.44			1.19			0.92			0.87			0.56			1.33			1.22			1.44			1.19			0.92			0.87			0.56			0.49
Allowance for loan and lease losses to total loans and leases⁽⁴⁾		1.61			1.65			1.63			1.58			1.48			1.36			1.33			1.26			1.65			1.63			1.58			1.48			1.36			1.33			1.26			1.19
Loans and leases past due 30 days or more, including past due non-accrual loans and leases, to total loans and leases⁽⁴⁾		0.74			0.54			0.45			0.75			0.63			0.63			0.79			0.57			0.54			0.45			0.75			0.63			0.63			0.79			0.57			0.50

The following discussion explains our financial condition and results of operations as of and for the three months and six months ended ~~March 31,~~June 30, 2015. The purpose of this discussion is to focus on information about our financial condition and results of operations which is not otherwise apparent from the consolidated financial statements. The following discussion and analysis should be read in conjunction with the consolidated financial statements and related notes presented elsewhere in this report and our Annual Report on Form 10-K for the year ended December 31, 2014 previously filed with the SEC. Annualized results for these interim periods may not be indicative of results for the full year or future periods.

Bank of the Ozarks, Inc. is a bank holding company whose primary business is commercial banking conducted through its wholly-owned state chartered bank subsidiary – Bank of the Ozarks. Our results of operations depend primarily on net interest income, which is the difference between the interest income from earning assets, such as loans and leases and investments, and the interest expense incurred on interest bearing liabilities, such as deposits, borrowings and subordinated debentures. We also generate non-interest income, including, among others, service charges on deposit accounts, mortgage lending income, trust income, bank owned life insurance (“BOLI”) income, other income from purchased loans, gains on investment securities and from sales of other assets, and gains on merger and acquisition transactions.

Our non-interest expense consists primarily of employee compensation and benefits, net occupancy and equipment expense and other operating expenses. Our results of operations are significantly affected by our provision for loan and lease losses and our provision for income taxes.

The preparation of financial statements in conformity with ~~accounting principles generally accepted in the United States, or~~ GAAP requires management to make estimates, assumptions and judgments that affect the amounts reported in the ~~Consolidated Financial Statements.~~consolidated financial statements. Our determination of (i) the provisions to and the adequacy of the allowance for loan and lease losses (“ALLL”), (ii) the fair value of our investment securities portfolio, (iii) the fair value of foreclosed assets and (iv) the fair value of the assets acquired and liabilities assumed pursuant to business combination transactions all involve a higher degree of judgment and complexity than our other significant accounting policies. Accordingly, we consider the determination of (i) provisions to and the adequacy of the ALLL, (ii) the fair value of our investment securities portfolio, (iii) the fair value of foreclosed assets and (iv) the fair value of the assets acquired and liabilities assumed pursuant to business combination transactions to be critical accounting policies. A detailed discussion of each of these critical accounting policies is included in our Annual Report on Form 10-K for the year ended December 31, 2014. There has been no ~~material~~ change in our critical accounting policies and no ~~significant~~material change in the application of critical accounting policies as presented in our Annual Report on Form 10-K for the year ended December 31, 2014.

On June 23, 2014, we completed a two-for-one stock split in the form of a stock dividend by issuing one share of common stock for each share of such stock outstanding on June 13, 2014. All share and per share information in this MD&A has been adjusted to give effect to this stock split.

During the fourth quarter of 2014, we entered into agreements with the ~~FDIC~~Federal Deposit Insurance Corporation (“FDIC”) terminating the loss share agreements for all seven of our FDIC-assisted acquisitions. As a result of entering these termination agreements, we reclassified loans previously reported as covered by FDIC loss share to purchased loans for all periods presented. Additionally, we reclassified all interest income on loans previously reported as covered by FDIC loss share to interest income on purchased loans for all periods presented.

Net income available to our common stockholders was ~~$39.9~~$44.8 million for the ~~first~~second quarter of 2015, a ~~57.8%~~69.1% increase from ~~$25.3~~$26.5 million for the ~~first~~second quarter of 2014. Diluted earnings per common share were ~~$0.47~~$0.51 for the ~~first~~second quarter of 2015, a ~~38.2%~~50.0% increase from $0.34 for the second quarter of 2014. For the first ~~quarter~~six months of 2015, net income available to common stockholders was $84.7 million, a 63.6% increase from $51.8 million for the first six months of 2014. Diluted earnings per common share for the first six months of 2015 were $0.98, a 44.1% increase from $0.68 for the first six months of 2014.

Our annualized return on average assets was ~~2.13%~~2.17% for the ~~first~~second quarter of 2015 compared to ~~2.12%~~1.88% for the ~~first~~second quarter of 2014. Our annualized return on average common stockholders’ equity was ~~15.41%~~15.07% for the ~~first~~second quarter of 2015 compared to ~~15.96%~~14.17% for the ~~first~~second quarter of 2014. Our annualized return on average tangible common stockholders’ equity was ~~17.65%~~17.27% for the ~~first~~second quarter of 2015 compared to ~~16.45%~~15.41% for the second quarter of 2014. Our annualized return on average assets was 2.15% for the first ~~quarter~~six months of 2015 compared to 1.99% for the first six months of 2014. Our annualized return on average common stockholders’ equity was 15.23% for the first six months of 2015 compared to 14.99% for the first six months of 2014. Our annualized return on average tangible common stockholders’ equity was 17.43% for the first six months of 2015 compared to 15.90% for the first six months of 2014. The calculation of our return on average tangible common stockholders’ equity and the reconciliation to GAAP is included elsewhere in this MD&A.

Total assets were ~~$8.30~~$8.71 billion at ~~March 31,~~June 30, 2015 compared to $6.77 billion at December 31, 2014. Non-purchased loans and leases were ~~$4.31~~$4.77 billion at ~~March 31,~~June 30, 2015 compared to $3.98 billion at December 31, 2014. Purchased loans were $1.83 billion at June 30, 2015 compared to $1.15 billion at December 31, 2015. Total loans and leases were ~~$6.35~~$6.59 billion at ~~March 31,~~June 30, 2015 compared to $5.13 billion at December 31, 2014. Deposits were ~~$6.72~~$7.09 billion at ~~March 31,~~June 30, 2015 compared to $5.50 billion at December 31, 2014.

Common stockholders’ equity was ~~$1.18~~$1.21 billion at ~~March 31,~~June 30, 2015 compared to $908 million at December 31, 2014. Tangible common stockholders’ equity was ~~$1.02~~$1.06 billion at ~~March 31,~~June 20, 2015 compared to $803 million at December 31, 2014. Book value per common share was ~~$13.59~~$13.93 at ~~March 31,~~June 30, 2015 compared to $11.37 at December 31, 2014. Tangible book value per common share was ~~$11.80~~$12.19 at ~~March 31,~~June 30, 2015 compared to $10.04 at December 31, 2014. The calculation of our tangible common stockholders’ equity and tangible book value per common share and the reconciliation to GAAP is included elsewhere in this MD&A.

On March 5, 2014, we completed our acquisition of Bancshares, Inc. (“Bancshares”). Our consolidated results of operations ~~for the three months ended March 31, 2014~~ include the acquired operations of Bancshares beginning March 6, 2014.

On May 16, 2014, we completed our acquisition of Summit Bancorp, Inc. (“Summit”). Our consolidated results of operations include the acquired operations of Summit beginning May 17, 2014.

On February 10, 2015, we completed our acquisition of Intervest Bancshares Corporation (“Intervest”). Our consolidated results of operations include the acquired operations of Intervest beginning February 11, 2015. During the second quarter of 2015, we revised our initial estimates regarding the recovery of certain acquired loans and acquired deferred tax assets in the Intervest acquisition. Because such revision occurred during the first 12 months following the date of acquisition and was not the result of a change in circumstances, management has recast the consolidated financial statements as of and for the three months ended March 31, 2015 to decrease the goodwill recorded in the Intervest acquisition by $2.7 million to reflect this change in estimate. The fair value adjustments and resultant fair values recorded in the Intervest acquisition continue to be evaluated and may be subject to further adjustments.

A summary of the Bancshares, Summit and Intervest acquisitions is included in Note 3 to the Consolidated Financial Statements included elsewhere in this quarterly report on Form 10-Q.

On August 5, 2015, we completed our acquisition of Bank of the Carolinas Corporation (“BCAR”) and its wholly-owned subsidiary, Bank of the Carolinas. The acquired operations of BCAR will be included in our operating results beginning August 6, 2015.

Net interest income is a significant source of our earnings and represents the amount by which interest income on earning assets exceeds the interest expense paid on liabilities. The volume of interest earning assets and the related funding sources, the overall mix of these assets and liabilities, and the rates paid on each affect net interest income.

Net interest income and net interest margin are analyzed in this discussion and the following tables on a fully taxable equivalent (“FTE”) basis. The adjustment to convert certain income to a FTE basis consists of dividing federal tax-exempt income by one minus our statutory federal income tax rate of 35%. The FTE adjustments to net interest income were $2.6 million and ~~$2.4~~$2.7 million for the ~~three~~quarters ended June 30, 2015 and 2014, respectively, and $5.1 million and $5.2 million for the six months ended ~~March 31,~~June 30, 2015 and 2014, respectively. No adjustments have been made in this analysis for income exempt from state income taxes or for interest expense deductions disallowed under the provisions of the Internal Revenue Code (the “Code”) as a result of investment in certain tax-exempt securities.

Net interest income for the ~~first~~second quarter of 2015 increased ~~60.6%~~42.6% to ~~$88.1~~$96.3 million compared to ~~$54.8~~$67.5 million for the second quarter of 2014. Net interest income for the first six months of 2015 increased 50.7% to $184.4 million compared to $122.4 million for the first ~~quarter~~six months of 2014. This increase in net interest income for the second quarter and first six months of 2015 compared to the same periods in 2014 was primarily due to the increase in average earning assets, which increased ~~62.0%~~49.2% to ~~$6.59~~$7.20 billion for the second quarter of 2015, and 55.0% to $6.89 billion for the first ~~quarter~~six months of 2015, compared to ~~$4.07~~$4.82 billion for the second quarter and $4.45 billion for the first ~~quarter~~six months of 2014, partially offset by ~~a decrease of four basis points (“bps”)~~decreases in our net interest margin. ~~The decrease in our~~Our net interest margin ~~to 5.42%~~ for the ~~first~~second quarter of 2015 decreased 25 basis points (“bps”) to 5.37% compared to ~~5.46%~~5.62% for the ~~first~~second quarter ~~of 2014~~in 2014. This decrease was primarily due to a 1431 bps decrease in ~~yields~~the yield on ~~average~~ earning assets, partially offset by ~~an 11~~a seven bps reduction in rates paid on interest bearing liabilities. Our net interest margin for the first six months of 2015 decreased 16 bps to 5.39% compared to 5.55% for the first six months of 2014. This decrease was primarily due to a 23 bps decrease in the yield on earning assets, partially offset by a nine bps reduction in the rates paid on interest bearing liabilities.

Yields on earning assets decreased to ~~5.79%~~5.72% for the second quarter and 5.75% for the first ~~quarter~~six months of 2015 compared to ~~5.93%~~6.03% for the second quarter and 5.98% for the first ~~quarter~~six months of ~~2014. The yield~~2014 primarily due to the decrease in yields on our purchased loan portfolio ~~of non-purchased loans~~ and ~~leases decreased 10 bps for~~decreases in the first quarter of 2015 compared to the same period in 2014 and was primarily attributable to the extremely low interest rate environment experienced in recent years and increased pricing competition from many of our competitors. The yield on our aggregate investment securities portfolio decreased 18 bps for the first quarter of 2015 compared to the same period in 2014. This decrease was primarily the result of (i) a change in the composition of our investment securities portfolio to include a larger percentage of lower yielding taxable investment securities, which comprised 43.4% of total average investment securities for the first quarter of 2015 compared to 40.7% for the first quarter in 2014 and (ii) the current low interest rate environment which has resulted in many issuers of investment securities, particularly tax-exempt municipal bonds, calling higher-rate investment securities and refinancing such securities at lower interest rates. Assuming this current low interest rate environment continues, we expect additional tax-exempt investment securities to be called by their issuers and be refinanced at lower interest rates, likely resulting in continued decreases on the yield of our tax-exempt investment securities portfolio. ~~Additionally, the~~The yield on our purchased loan portfolio decreased ~~140~~173 bps for the second quarter and 156 bps for the first ~~quarter~~six months of 2015 compared to the ~~first~~same periods in 2014. These decreases were partially offset by the increase in the average balance of purchased loans which comprised 27.0% and 26.2%, respectively, of average earning assets for the second quarter and six months ended June 30, 2015, compared to 22.9% and 20.7%, respectively, of average earnings assets for the same periods in 2014. ~~This decrease was~~The decreases in yield on purchased loans were primarily attributable to the loans acquired in the Summit and Intervest transactions, many of which did not contain evidence of credit deterioration on the date of purchase and were priced at a lower yield compared to the then existing yield on our purchased loan portfolio. This decrease in yield on purchased loans was partially offset by the increase in the yield on certain purchased loans with evidence of credit deterioration on the date of acquisition due to upward revisions of estimated cash flows as a result of recent evaluations of the expected performance of such loans. The yield on our aggregate investment securities portfolio decreased 13 bps for

the second quarter and 15 bps for the first six months of 2015 compared to the same periods in 2014. This decrease was primarily the result of (i) a change in the composition of our investment securities portfolio to include a larger percentage of lower yielding taxable investment securities, which comprised 45.8% of total average investment securities for the second quarter of 2015 and 44.6% for the first six months of 2015 compared to 40.5% for the second quarter in 2014 and 40.6% for the first six months of 2014 and (ii) the current low interest rate environment which has resulted in many issuers of investment securities, particularly tax-exempt municipal bonds, calling higher-rate investment securities and refinancing such securities at lower interest rates. Assuming this current low interest rate environment continues, we expect additional tax-exempt investment securities to be called by their issuers and be refinanced at lower interest rates, likely resulting in continued decreases on the yield of our tax-exempt investment securities portfolio.

The overall decrease in rates on average interest bearing liabilities was primarily due to a shift in the composition of total interest bearing liabilities to include a larger percentage of lower rate interest bearing deposits, which comprised ~~93.3%~~94.0% of total average interest bearing liabilities for the second quarter and 93.6% for the first ~~quarter~~six months of 2015 compared to ~~87.7%~~89.6% for the second quarter and 88.7% for the first ~~quarter~~six months of 2014, partially offset by an increase in rates on interest bearing time deposits. The increase in interest bearing deposits as a percentage of total interest bearing liabilities is primarily due to ~~the~~interest bearing deposits assumed in the Summit and Intervest ~~transactions.~~transactions, growth in interest bearing deposits as a result of increased deposit pricing in several target markets and the prepayment of $120 million of other borrowings, partially offset by the assumption of $52.2 million of subordinated debentures assumed in the Intervest transaction. The ~~seven~~eight bps increase in rates on interest bearing time deposits for the second quarter of 2015 and first ~~quarter~~six months of 2015 compared to the second quarter of 2014 and first ~~quarter~~six months of 2014 is primarily due to a shift in the composition of interest bearing deposits to a larger percentage of higher ~~cost~~rate time deposits ~~assumed in~~as a result of the Intervest ~~acquisition, resulting in an increase in the percentage~~acquisition. The average balance of time deposits increased from 28.6% of total average interest bearing deposits for the ~~first~~second quarter of 2014 to ~~37.7%~~39.8% for the second quarter of 2015 and 28.6% for the first ~~quarter~~six months of 2014 to 38.8% for the first six months of 2015. Additionally, throughout much of 2014, we increased deposit pricing in several

target markets to fund growth in loans and leases. ~~While we had no such increased deposit pricing in any of our markets at March 31, 2015, to~~To the extent we have future growth in loans and leases, we would expect to increase deposit pricing in certain target markets to fund such growth. Any such increase in deposit pricing is expected to result in increased deposit costs in future periods.

Our other borrowing sources include (i) repurchase agreements with customers (“repos”), (ii) other borrowings comprised primarily of Federal Home Loan Bank of Dallas (“FHLB”) advances, and, to a lesser extent, Federal Reserve Bank (“FRB”) borrowings and federal funds purchased and (iii) subordinated debentures. The rates on repos increased ~~one~~two bps for the second quarter and the first ~~quarter~~six months of 2015 compared to the same ~~period~~periods of 2014. The rates on our other borrowing sources, which consist primarily of fixed rate callable FHLB advances, decreased 1726 bps in the second quarter and 22 bps for the first ~~quarter~~six months of 2015 compared to the ~~first quarter~~same periods of 2014. This decrease in rates on other borrowings is primarily the result of our prepaying $90 million of fixed rate callable FHLB advances with a weighted average interest rate of 4.13% during the fourth quarter of 2014, and our prepaying $30 million of fixed rate callable FHLB advances with a weighted average interest rate of 4.07% during the first quarter of 2015. The weighted average interest rate on our remaining $160 million of fixed rate callable FHLB advances is approximately ~~3.56%~~3.54%. The rates paid on our subordinated debentures, which are tied to a spread over the 90-day London Interbank Offered Rate (“LIBOR”) and reset periodically, increased 5067 bps in the second quarter and 60 bps for the first ~~quarter~~six months of 2015 compared to the ~~first quarter~~same periods of 2014. This increase in rates on our subordinated debentures is primarily due to the $52.2 million of subordinated debentures assumed in the Intervest transaction, which, net of amortization of the discount of the purchase accounting adjustments, had a weighted average interest rate of ~~4.18%~~4.13% at ~~March 31,~~June 30, 2015.

The increase in average earning assets for the second quarter and first ~~quarter~~six months of 2015 compared to the same ~~period~~periods in 2014 was due to an increase in the average balances of non-purchased loans and leases of ~~$1.43~~$1.56 billion for the second quarter and $1.49 billion for the first ~~quarter~~six months of 2015 compared to the ~~first quarter~~same periods in 2014. Additionally, the average balance of purchased loans increased ~~$0.94~~$0.84 billion for the second quarter and $0.89 billion during the first ~~quarter~~six months of 2015 compared to the second quarter and first ~~period in~~six months of 2014, primarily as a result of the Summit and Intervest acquisitions. The average balances of investment securities increased $143 million for the first quarter of 2015 compared to the first quarter in 2014, primarily as a result of investment securities acquired in the Summit acquisition and, to a lesser extent, the Intervest acquisition.

The following table sets forth certain information relating to our net interest income for the periods indicated. The yields and rates are derived by dividing interest income or interest expense by the average balance of the related assets or liabilities, respectively, for the periods shown. Average balances are derived from daily average balances for such assets and liabilities. The average balances of investment securities are computed based on amortized cost adjusted for unrealized gains and losses on investment securities AFS and other-than-temporary impairment writedowns. The yields on investment securities include amortization of premiums and accretion of discounts. The average balance of non-purchased loans and leases includes non-purchased loans and leases on which we have discontinued accruing interest. The yields on non-purchased loans and leases and purchased loans without evidence of credit deterioration at date of acquisition include late fees and amortization of certain deferred fees, origination costs and, for such purchased loans, accretion or amortization of any purchase accounting yield adjustment, which are considered adjustments to yields. The yields on purchased loans with evidence of credit deterioration at date of acquisition consist of accretion of the net present value of expected future cash flows using the effective yield method over the term of the loans and include late fees. Interest expense and rates on other borrowings are presented net of interest capitalized on construction projects. The interest expense on the subordinated debentures assumed in the Intervest transaction includes the amortization of purchase accounting adjustments, using the level yield method, over the estimated holding period of eight years.


	Three Months Ended March 31,														Three Months Ended June 30,														Six Months Ended June 30,
	2015							2014							2015							2014							2015							2014
	Average Balance		Income/ Expense		Yield/ Rate			Average Balance		Income/ Expense		Yield/ Rate			Average Balance		Income/ Expense		Yield/ Rate			Average Balance		Income/ Expense		Yield/ Rate			Average Balance		Income/ Expense		Yield/ Rate			Average Balance		Income/ Expense		Yield/ Rate
	(Dollars in thousands)														(Dollars in thousands)
ASSETS
Earning assets:
Interest earning deposits and federal funds sold	$	2,532	$	9		1.45	%	$	1,079	$	3		1.19	%	$	2,898	$	18		2.51	%	$	12,398	$	35		1.14	%	$	2,716	$	27		2.01	%	$	6,770	$	38		1.14	%
Investment securities:
Taxable		357,410		3,485		3.95			276,563		2,360		3.46			358,907		3,230		3.61			320,298		2,790		3.49			358,163		6,715		3.78			298,551		5,149		3.48
Tax-exempt – FTE		465,234		7,182		6.26			403,352		6,764		6.80			424,553		6,856		6.48			471,001		7,652		6.52			444,781		14,038		6.36			437,364		14,416		6.65
Non-purchased loans and leases – FTE		4,089,281		50,489		5.01			2,656,050		33,469		5.11			4,468,971		56,789		5.10			2,913,816		36,892		5.08			4,280,175		107,278		5.05			2,785,645		70,358		5.09
Purchased loans		1,675,293		32,860		7.95			731,501		16,885		9.35			1,941,271		35,762		7.39			1,105,244		25,128		9.12			1,809,016		68,622		7.65			919,404		42,013		9.21

Total earning assets – FTE		6,589,750		94,025		5.79			4,068,545		59,481		5.93			7,196,600		102,655		5.72			4,822,757		72,497		6.03			6,894,851		196,680		5.75			4,447,734		131,974		5.98
Non-interest earning assets		1,012,449							760,427							1,086,423							837,379							1,050,327							799,487

Total assets	$	7,602,199						$	4,828,972						$	8,283,023						$	5,660,136						$	7,945,178						$	5,247,221

LIABILITIES AND STOCKHOLDERS’ EQUITY
Interest bearing liabilities:
Deposits:
Savings and interest bearing transaction	$	3,102,875	$	1,550		0.20	%	$	2,096,018	$	1,067		0.21	%	$	3,261,928	$	1,638		0.20	%	$	2,484,649	$	1,271		0.21	%	$	3,182,841	$	3,188		0.20	%	$	2,291,407	$	2,337		0.21	%
Time deposits of $100,00 or more		1,106,623		1,298		0.48			382,852		235		0.25			1,254,844		1,373		0.44			488,265		281		0.23			1,181,143		2,671		0.46			435,850		516		0.24
Other time deposits		770,939		689		0.36			458,254		279		0.25			900,283		906		0.40			505,260		275		0.22			835,968		1,595		0.38			481,887		555		0.23

Total interest bearing deposits		4,980,437		3,537		0.29			2,937,124		1,581		0.22			5,417,055		3,917		0.29			3,478,174		1,827		0.21			5,199,952		7,454		0.29			3,209,144		3,408		0.21
Repurchase agreements with customers		77,575		17		0.09			65,045		12		0.08			68,656		19		0.11			58,607		13		0.09			73,091		36		0.10			61,808		25		0.08
Other borrowings		188,793		1,703		3.66			280,926		2,655		3.83			161,652		1,443		3.58			281,009		2,692		3.84			175,148		3,146		3.62			280,968		5,347		3.84
Subordinated debentures		93,405		709		3.08			64,950		413		2.58			117,325		968		3.31			64,950		427		2.64			105,431		1,676		3.21			64,950		840		2.61

Total interest bearing liabilities		5,340,210		5,966		0.45			3,348,045		4,661		0.56			5,764,688		6,347		0.44			3,882,740		4,959		0.51			5,553,622		12,312		0.45			3,616,870		9,620		0.54
Non-interest bearing liabilities:
Non-interest bearing deposits		1,169,579							790,861							1,279,202							964,935							1,225,379							878,349
Other non-interest bearing liabilities		39,078							44,164							43,837							59,311							41,471							52,180

Total liabilities		6,548,867							4,183,070							7,087,727							4,906,986							6,820,472							4,547,399
Common stockholders’ equity		1,049,867							642,436							1,191,798							749,692							1,121,225							696,360
Noncontrolling interest		3,465							3,466							3,498							3,458							3,481							3,462

Total liabilities and stockholders’ equity	$	7,602,199						$	4,828,972						$	8,283,023						$	5,660,136						$	7,945,178						$	5,247,221

Net interest income – FTE			$	88,059						$	54,820						$	96,308						$	67,538						$	184,368						$	122,354

Net interest margin – FTE						5.42	%						5.46	%						5.37	%						5.62	%						5.39	%						5.55	%

The following table reflects how changes in the volume of interest earning assets and interest bearing liabilities and changes in interest rates have affected our interest income –- FTE, interest expense and net interest income –- FTE for the periods indicated. Information is provided in each category with respect to changes attributable to (1) changes in volume (changes in volume multiplied by prior yield/rate); (2) changes in yield/rate (changes in yield/rate multiplied by prior volume); and (3) changes in both yield/rate and volume (changes in yield/rate multiplied by changes in volume). The changes attributable to the combined impact of volume and yield/rate have all been allocated to the changes due to volume.

Our non-interest income consists primarily of, among others, service charges on deposit accounts, mortgage lending income, trust income, BOLI income, other income from purchased loans, gains on investment securities and on sales of other assets and gains on merger and acquisition transactions.

Non-interest income for the first quarter of 2015 increased 42.8% to $29.1 million compared to $20.4 million for the first quarter of 2014. Non-interest income for the first quarter of 2014 included $4.7 million of tax-exempt bargain purchase gain from the acquisition of Bancshares. There were no bargain purchase gains in the first quarter of 2015.

Service charges on deposit accounts increased 17.5% to $6.6 million for the first quarter of 2015 compared to $5.6 million for the first quarter of 2014. The increase in service charges on deposit accounts was primarily a result of growth in the number of transaction accounts and the addition of deposit customers from our Summit acquisition, and, to a lesser extent, our Intervest acquisition.

Mortgage lending income increased 58.0% to $1.5 million for the first quarter of 2015 compared to $1.0 million for the first quarter of 2014. The volume of originations of mortgage loans available for sale increased 61.3% to $62.5 million for the first quarter of 2015 compared to $38.7 million for the first quarter of 2014. During the first quarter of 2015, approximately 42% of our originations of mortgage loans available for sale were related to mortgage refinancings and approximately 58% were related to new home purchases, compared to approximately 27% for refinancings and approximately 73% for new home purchases in the first quarter of 2014.

~~Trust income increased 8.8% to $1.4 million for the first quarter of 2015 compared to $1.3 million for the first quarter of 2014.~~

BOLI income increased 220.6% to $3.6 million for the first quarter of 2015 compared to $1.1 million for the first quarter of 2014, primarily due to $2.3 million of tax-exempt income from BOLI death benefits realized during the first quarter of 2015.

During the fourth quarter of 2014, we entered into agreements with the FDIC terminating the loss share agreements for all seven of our FDIC-assisted acquisitions. As a result, we had no net accretion (amortization) of the FDIC loss share receivable and FDIC clawback payable in the first quarter of 2015 compared to $0.7 million of net accretion income in the first quarter of 2014.

Other income from purchased loans was $8.9 million in the first quarter of 2015 compared to $3.3 million in the first quarter of 2014. Net gains on sales of other assets were $2.8 million in the first quarter of 2015 compared to $1.0 million in the first quarter of 2014. The increases in other income from purchased loans and net gains on sales of other assets in the quarter just ended are, in part, attributable to our having terminated the loss share agreements with the FDIC. Subsequent to the termination of such loss share agreements, all recoveries, gains, charge-offs, losses and expenses related to the previously covered assets are recognized entirely by us, since the FDIC no longer shares in such items. Accordingly, our earnings are positively impacted to the extent we recognize recoveries in excess of the carrying value of such assets and gains on any sales. Conversely, our earnings are negatively impacted to the extent we recognize charge-offs, losses on any sales and expenses related to such assets.

Net gains on investment securities were $2.5 million in the first quarter of 2015 compared to essentially none in the first quarter of 2014. During the first quarter of 2015, we sold certain of our longer term municipal bonds resulting in proceeds of $30.1 million and the net gains of $2.5 million. We utilized such proceeds to prepay $30 million of our highest rate callable FHLB advances resulting in prepayment penalties of $2.5 million. These transactions were executed for various reasons, including reducing interest rate risk, increasing secondary sources of liquidity and more efficiently allocating capital.

Non-interest income for the second quarter of 2015 increased 33.8% to $23.3 million compared to $17.4 million for the second quarter of 2014. Non-interest income for the first six months of 2015 increased 38.6% to $52.3 million compared to $37.7 million for the first six months of 2014. Non-interest income for the first six months of 2014 included $4.7 million of tax-exempt bargain purchase gain from the acquisition of Bancshares. There were no bargain purchase gains during the first six months of 2015.

Service charges on deposit accounts increased 7.3% to $7.1 million for the second quarter of 2015 compared to $6.6 million for the second quarter of 2014. Service charges on deposit accounts increased 12.0% to $13.7 million in the first six months of 2015 compared to $12.2 million in the first six months of 2014. The increase in service charges on deposit accounts was primarily a result of growth in the number of transaction accounts and the addition of deposit customers from our Summit acquisition, and, to a lesser extent, our Intervest acquisition.

Mortgage lending income increased 57.4% to $1.8 million for the second quarter of 2015 compared to $1.1 million for the second quarter of 2014. Mortgage lending income increased 57.6% to $3.3 million in the first six months of 2015 compared to $2.1 million in the first six months of 2014. The volume of originations of mortgage loans available for sale increased 43.5% to $73.8 million for the second quarter of 2015 compared to $51.4 million for the second quarter of 2014. The volume of originations of mortgage loans available for sale increased 51.2% to $136.3 million for the first six months of 2015 compared to $90.1 million for the first six months of 2014.

Trust income increased 7.3% to $1.5 million for the second quarter of 2015 compared to $1.4 million for the second quarter of 2014. Trust income increased 8.0% to $2.9 million for the first six months of 2015, compared to $2.7 million for the first six months of 2014.

BOLI income increased 39.7% to $1.8 million for the second quarter of 2015 compared to $1.3 million for the second quarter of 2014, primarily due to $85 million of BOLI purchased in May 2015. BOLI income increased 124.5% to $5.4 million for the first six months of 2015 compared to $2.4 million for the first six months of 2014, primarily due to $2.3 million in BOLI death benefits received in the first quarter of 2015 and $85 million of BOLI purchased in May 2015.

During the fourth quarter of 2014, we entered into agreements with the FDIC terminating the loss share agreements for all seven of our FDIC-assisted acquisitions. As a result, we had no net accretion (amortization) of the FDIC loss share receivable and FDIC clawback payable in the second quarter and first six months of 2015 compared to ($0.7) million of net amortization expense in the second quarter of 2014 and ($49,000) of net amortization expense for the first six months of 2014.

Other income from purchased loans was $7.0 million in the second quarter of 2015 compared to $3.6 million in the second quarter of 2014 and $15.9 million during the first six months of 2015 compared to $6.9 million during the first six months of 2014. Net gains on sales of other assets were $2.6 million in the second quarter of 2015 compared to $1.4 million in the second quarter of 2014 and $5.4 million during the first six months of 2015 compared to $2.4 million during the first six months of 2014. The increases in other income from purchased loans and net gains on sales of other assets are, in part, attributable to our having terminated the loss share agreements with the FDIC. Subsequent to the termination of such loss share agreements, all recoveries, gains, charge-offs, losses and expenses related to the previously covered assets are recognized entirely by us, since the FDIC no longer shares in such items. Accordingly, our earnings are positively impacted to the extent we recognize recoveries in excess of the carrying value of such assets and gains on any sales. Conversely, our earnings are negatively impacted to the extent we recognize charge-offs, losses on any sales and expenses related to such assets.

Net gains on investment securities were $85,000 in the second quarter of 2015 compared to $18,000 in the second quarter of 2014 and $2.6 million during the first six months of 2015 compared to $23,000 during the first six months of 2014. During the first quarter of 2015, we sold certain of our longer term municipal bonds resulting in proceeds of $30.1 million and the net gains of $2.5 million. We utilized such proceeds to prepay $30.0 million of our highest rate callable FHLB advances resulting in prepayment penalties of $2.5 million. These transactions were executed for various reasons, including reducing interest rate risk, increasing secondary sources of liquidity and more efficiently allocating capital.


	Three Months Ended March 31,				Three Months Ended June 30,					Six Months Ended June 30,
	2015		2014		2015		2014			2015		2014
	(Dollars in thousands)				(Dollars in thousands)
Service charges on deposit accounts	$	6,627	$	5,639	$	7,088	$	6,605		$	13,715	$	12,244
Mortgage lending income		1,507		954		1,772		1,126			3,279		2,080
Trust income		1,432		1,316		1,463		1,364			2,895		2,681
BOLI income		3,623		1,130		1,785		1,278			5,407		2,408
Net accretion of FDIC loss share receivable and FDIC clawback payable		—		692		—		(741	)		—		(49	)
Other income from purchased loans, net		8,908		3,311		6,971		3,629			15,879		6,940
Gains on investment securities		2,534		5		85		18			2,618		23
Gains on sales of other assets		2,829		974		2,557		1,448			5,385		2,422
Gain on merger and acquisition transaction		—		4,667		—		—			—		4,667
Other		1,607		1,672		1,549		2,661			3,159		4,333

Total non-interest income	$	29,067	$	20,360	$	23,270	$	17,388		$	52,337	$	37,749

Our non-interest expense consists of salaries and employee benefits, net occupancy and equipment and other operating expenses. Non-interest expense increased ~~34.0%~~15.4% to ~~$50.2~~$43.7 million for the ~~first~~second quarter of 2015 compared to ~~$37.5~~$37.9 million for the second quarter of 2014. Non-interest expense increased 24.7% to $93.9 million for the first ~~quarter~~six months of 2015 compared to $75.3 million for the first six months of 2014. During the second quarter of 2015, our non-interest expense included approximately $1.6 million of acquisition-related and systems conversion expenses. During the second quarter of 2014, our non-interest expense included approximately $0.8 million of acquisition-related and systems conversion expenses. During the first ~~quarter~~six months of 2015, our non-interest expense included $2.5 million in FHLB advance prepayment penalties, ~~$1.3~~$2.8 million of acquisition-related and systems conversion expenses and $0.7 million of software and contract termination charges. During the first ~~quarter~~six months of 2014, our non-interest expense included ~~$0.7~~$1.5 million of acquisition-related and ~~system~~systems conversion expenses and $5.0 million of software and contract termination charges. The software and contract termination charges are included in other non-interest expense in the table below.

Salaries and employee benefits, our largest component of non-interest expense, increased ~~27.7%~~20.3% to $22.6 million in the ~~first~~second quarter of 2015 compared to ~~$17.7~~$18.8 million in the second quarter of 2014. Salaries and employee benefits increased 23.9% to $45.2 million for the first ~~quarter~~six months of 2015 compared to $36.5 million for the first six months of 2014. We had ~~1,560~~1,572 full-time equivalent employees at ~~March 31,~~June 30, 2015 compared to ~~1,306~~1,528 full-time equivalent employees at ~~March 31,~~June 30, 2014. The increase in our salaries and employee benefits for both the second quarter and first six months of 2015 compared to the same periods in 2014, despite the decrease in number of full-time equivalent employees at June 30, 2015 compared to June 30, 2014, is primarily attributable to the timing of acquisitions and subsequent reductions or eliminations of personnel upon completion of acquired systems conversions.

Net occupancy and equipment expense for the ~~first~~second quarter of 2015 increased ~~44.5%~~28.7% to $7.3 million compared to ~~$5.0~~$5.7 million for the second quarter of 2014. Net occupancy and equipment expense for the first six months of 2015 increased 36.1% to $14.6 million compared to $10.8 million for the first ~~quarter~~six months of 2014. At ~~March 31,~~June 30, 2015 and 2014, we had ~~165 offices compared to 141 offices at March 31, 2014.~~

~~Loan collection~~164 offices. The increase in net occupancy and ~~repossession expenses~~equipment expense for the second quarter and ~~writedowns of foreclosed and other assets totaled $3.9 million in the~~ first ~~quarter~~six months of 2015 compared to ~~$0.5 million~~the same periods in 2014, despite having the ~~first quarter~~same number of ~~2014. This increase was due, in part,~~offices at both June 30, 2015 and 2014, is primarily attributable to ~~our having terminated~~ the ~~loss share agreements with~~timing of acquisitions, any subsequent office closures and the ~~FDIC during the fourth quarter~~effect of ~~2014.~~such on net occupancy and equipment expense.

Our efficiency ratio (non-interest expense divided by the sum of net interest income – FTE and non-interest income) was ~~42.9%~~36.6% for the second quarter and 39.7% for the first ~~quarter~~six months of 2015 compared to ~~49.8%~~44.6% for the second quarter and 47.1% for the first ~~quarter~~six months of 2014.


					Three Months Ended				Six Months Ended
	Three Months Ended March 31,				June 30,				June 30,
	2015		2014		2015		2014		2015		2014
	(Dollars in thousands)				(Dollars in thousands)
Salaries and employee benefits	$	22,597	$	17,689	$	22,646	$	18,831	$	45,243	$	36,520
Net occupancy and equipment		7,291		5,044		7,344		5,707		14,635		10,751
Other operating expenses:
Postage and supplies		915		770		1,014		852		1,929		1,623
Advertising and public relations		583		400		586		636		1,169		1,036
Telecommunication services		1,348		1,001		1,616		1,191		2,964		2,207
Professional and outside services		4,386		2,128		2,526		2,353		6,912		4,526
Software and data processing		749		6,024		766		1,662		1,515		2,799
Travel and meals		796		556		821		629		1,617		1,169
FDIC insurance		750		503		900		555		1,650		1,105
FDIC and state assessments		310		260		331		218		641		431
ATM expense		708		210		543		307		1,251		516
Loan collection and repossession expense		1,733		460		1,020		1,528		2,753		1,987
Writedowns of foreclosed and other assets		2,192		64		235		798		2,427		877
Amortization of intangibles		1,596		813		1,640		1,119		3,236		1,932
FHLB prepayment penalties		2,480		—		—		—		2,480		—
Other		1,750		1,532		1,736		1,492		3,486		7,854

Total non-interest expense	$	50,184	$	37,454	$	43,724	$	37,878	$	93,908	$	75,333

The provision for income taxes was ~~$18.1~~$24.2 million for the second quarter and $42.3 million for the first ~~quarter~~six months of 2015 compared to ~~$8.7~~$12.3 million for the second quarter and $21.0 million for the first ~~quarter~~six months of 2014. The effective income tax rate was ~~31.2%~~35.1% for the second quarter and 33.3% for the first ~~quarter~~six months of 2015 compared to ~~25.7%~~31.6% for the second quarter and 28.8% for the first ~~quarter~~six months of 2014. The increase in the effective tax rate for the second quarter and first ~~quarter~~six months of 2015 compared to the second quarter and first ~~quarter~~six months of 2014 was due primarily to the ~~decrease~~growth in ~~tax-exempt~~ income ~~as a percentage of total income.~~that is subject to federal and/or state income taxes. The effective tax rates were also affected by various other factors including non-taxable income and non-deductible expenses.

At ~~March 31,~~June 30, 2015, our total loan and lease portfolio was ~~$6.35~~$6.59 billion, including ~~$4.31~~$4.76 billion of non-purchased loans and leases and ~~$2.04~~$1.83 billion of purchased loans, compared to $5.13 billion of total loans and leases at December 31, 2014, including $3.98 billion of non-purchased loans and leases and $1.15 billion of purchased loans, and ~~$3.57~~$4.57 billion of total loans and leases at ~~March 31,~~June 30, 2014, including ~~$2.78~~$3.17 billion of non-purchased loans and leases and ~~$0.79~~$1.40 billion of purchased loans. Real estate loans, our largest category of loans, consist of all loans secured by real estate as evidenced by mortgages or other liens, including all loans made to finance the development of real property construction projects, provided such loans are secured by real estate. Total real estate loans were ~~$5.78~~$6.02 billion at ~~March 31,~~June 30, 2015 compared to $4.51 billion at December 31, 2014 and ~~$3.17~~$4.03 billion at ~~March 31,~~June 30, 2014. The amount and type of loans and leases outstanding as of the dates indicated, and their respective percentage of the total loan and lease portfolio are reflected in the following table.


	March 31,								December 31, 2014				June 30,								December 31,
	2015				2014				December 31, 2014				2015				2014				2014
	(Dollars in thousands)												(Dollars in thousands)
Real estate:
Residential 1-4 family	$	673,361	10.6	%	$	493,394	13.8	%	$	638,958	12.5	%	$	645,967	9.8	%	$	657,595	14.4	%	$	638,958	12.5	%
Non-farm/non-residential		2,860,778	45.0			1,497,367	41.9			2,008,430	39.2			2,850,908	43.2			1,903,644	41.6			2,008,430	39.2
Construction/land development		1,739,122	27.4			890,014	24.9			1,511,614	29.5			1,961,983	29.8			1,185,245	25.9			1,511,614	29.5
Agricultural		86,890	1.4			65,035	1.8			95,223	1.9			80,402	1.2			106,172	2.3			95,223	1.9
Multifamily residential		420,452	6.6			221,608	6.2			253,590	4.9			477,014	7.2			179,270	3.9			253,590	4.9

Total real estate		5,780,603	91.0			3,167,418	88.6			4,507,815	88.0			6,016,274	91.2			4,031,926	88.1			4,507,815	88.0
Commercial and industrial		309,771	4.9			183,847	5.1			356,532	7.0			306,244	4.6			280,157	6.1			356,532	7.0
Consumer		36,834	0.6			30,469	0.9			40,937	0.8			34,890	0.5			54,543	1.2			40,937	0.8
Direct financing leases		130,741	2.0			92,856	2.6			115,475	2.2			137,146	2.1			98,768	2.2			115,475	2.2
Other		95,320	1.5			97,401	2.8			107,058	2.0			99,417	1.6			110,260	2.4			107,058	2.0

Total loans and leases	$	6,353,269	100.0	%	$	3,571,991	100.0	%	$	5,127,817	100.0	%	$	6,593,971	100.0	%	$	4,575,654	100.0	%	$	5,127,817	100.0	%

The amount and type of our total real estate loans at ~~March 31,~~June 30, 2015, based on the metropolitan statistical area (“MSA”) and other geographic areas in which the principal collateral is located, are reflected in the following table. Data for individual states and MSAs is separately presented when aggregate real estate loans in that state or MSA exceed $10.0 million.


	Residential 1-4 Family		Non-Farm/ Non-Residential		Construction/ Land Development		Agricultural		Multifamily Residential		Total		Residential 1-4 Family		Non- Farm/Non- Residential		Construction /Land Development		Agricultural		Multifamily Residential		Total
	(Dollars in thousands)												(Dollars in thousands)
Arkansas:
Little Rock – North Little Rock – Conway, AR MSA	$	168,459	$	280,235	$	106,482	$	10,305	$	26,174	$	591,655
Little Rock–North Little Rock–Conway, AR MSA													$	162,692	$	284,226	$	99,893	$	9,895	$	27,005	$	583,711
Hot Springs, AR MSA		62,746		102,225		19,940		543		18,859		204,313		55,239		99,121		21,355		536		15,923		192,174
Fayetteville – Springdale – Rogers, AR – MO MSA		11,063		66,783		17,762		4,068		3,523		103,199
Fayetteville–Springdale–Rogers, AR–MO MSA														12,448		65,258		16,962		3,932		3,219		101,819
Fort Smith, AR–OK MSA														21,860		50,694		8,308		1,786		6,864		89,512
Southern Arkansas⁽¹⁾		35,857		33,633		3,501		11,929		2,137		87,057		35,714		32,340		3,901		10,750		2,180		84,885
Fort Smith, AR – OK MSA		28,386		40,892		8,206		3,638		12,793		93,915
Western Arkansas⁽²⁾		21,742		39,661		5,678		7,227		1,038		75,346		22,555		36,230		13,714		7,015		1,356		80,870
Northern Arkansas⁽³⁾		36,958		19,865		4,936		12,950		996		75,705		35,397		19,909		4,864		13,546		964		74,680
All other Arkansas⁽⁴⁾		11,792		18,901		4,477		19,383		2,081		56,634		17,309		20,371		7,996		15,932		2,877		64,485

Total Arkansas		377,003		602,195		170,982		70,043		67,601		1,287,824		363,214		608,149		176,993		63,392		60,388		1,272,136


New York:
New York – Newark – Jersey City, NY – NJ – PA MSA		3,133		566,353		258,393		—		142,596		970,475
New York–Newark–Jersey City, NY–NJ–PA MSA														2,742		589,518		343,962		—		147,943		1,084,165
All other New York⁽⁴⁾		217		3,176		—		—		1,841		5,234		102		3,882		—		—		1,796		5,780

Total New York		3,350		569,529		258,393		—		144,437		975,709		2,844		593,400		343,962		—		149,739		1,089,945


Texas:
Dallas – Fort Worth – Arlington, TX MSA		18,607		102,915		304,892		—		9,240		435,654
Houston – The Woodlands – Sugar Land, TX MSA		7,690		55,655		108,949		—		16,531		188,825
Austin – Round Rock, TX MSA		5,743		18,936		66,944		—		—		91,623
San Antonio – New Braunfels, TX MSA		1,649		5,916		20,100		—		1,217		28,882
Midland, TX MSA		—		7,754		15,178		—		—		22,932
Texarkana, TX – AR MSA		9,201		8,948		873		791		1,034		20,847
College Station – Bryan, TX MSA		—		—		—		—		17,440		17,440
Beaumont – Port Arthur, TX MSA		—		—		—		—		15,290		15,290
Dallas–Fort Worth–Arlington, TX MSA														21,565		110,632		271,080		—		10,529		413,806
Houston–The Woodlands–Sugar Land, TX MSA														6,572		49,740		129,790		—		16,501		202,603
Austin–Round Rock, TX MSA														8,988		18,974		85,901		—		—		113,863
San Antonio–New Braunfels, TX MSA														1,620		5,814		27,614		—		1,209		36,257
Texarkana, TX–AR MSA														9,486		10,599		995		878		1,028		22,986
College Station–Bryan, TX MSA														169		—		—		—		17,350		17,519
Beaumont–Port Arthur, TX MSA														—		—		—		—		15,200		15,200
Corpus Christi, TX MSA		—		5,897		6,559		—		—		12,456		—		5,813		9,345		—		—		15,158
All other Texas⁽⁴⁾		869		12,389		2,198		—		1,212		16,668		1,212		20,401		3,210		—		658		25,481

Total Texas		43,759		218,410		525,693		791		61,964		850,617		49,612		221,973		527,935		878		62,475		862,873


California:
Los Angeles – Long Beach – Anaheim, CA MSA		—		193,153		52,453		—		—		245,606
San Francisco – Oakland – Hayward, CA MSA		—		131,631		104,100		—		—		235,731
Sacramento –Roseville –Arden –Arcade, CA MSA		—				50,064						50,064
Riverside – San Bernardino – Ontario, CA MSA		—		11,705		11,994		—		—		23,699
San Jose – Sunnyvale – Santa Clara, CA MSA		—		—		22,492		—		—		22,492
Los Angeles–Long Beach–Anaheim, CA MSA														—		207,563		50,549		—		—		258,112
San Francisco–Oakland–Hayward, CA MSA														—		135,169		112,171		—		—		247,340
Sacramento–Roseville– Arden–Arcade, CA MSA														—		—		52,935		—		—		52,935
Riverside–San Bernardino–Ontario, CA MSA														—		12,416		25,780		—		—		38,196
San Jose–Sunnyvale–Santa Clara, CA MSA														—		—		27,991		—		—		27,991
All other California⁽⁴⁾		—		4,995		14,664		—		—		19,659		414		4,969		15,276		—		—		20,659

Total California		—		341,484		255,767		—		—		597,251		414		360,117		284,702		—		—		645,233


	Residential 1-4 Family		Non-Farm/ Non-Residential		Construction/ Land Development		Agricultural		Multifamily Residential		Total		Residential 1-4 Family		Non- Farm/Non- Residential		Construction /Land Development			Agricultural		Multifamily Residential		Total
	(Dollars in thousands)												(Dollars in thousands)
Tennessee:
Memphis, TN – MS – AR MSA		325		20,847		—		—		8,474		29,646
Nashville – Davidson – Murfreesboro – Franklin, TN MSA		115		16,957		9,483		—		—		26,555
All other Tennessee⁽⁴⁾		97		4,169		97		—		—		4,363
Arizona:
Phoenix–Mesa–Scottsdale, AZ MSA														—		87,535		3			—		—		87,538
All other Arizona⁽⁴⁾														—		2,676		—			—		—		2,676

Total Tennessee		537		41,973		9,580		—		8,474		60,564
Total Arizona														—		90,211		3			—		—		90,214

Las Vegas – Henderson – Paradise, NV MSA		—		—		48,728		—		—		48,728
Washington – Arlington – Alexandria, DC – VA – MD – WV		—		4,355		39,826		—		—		44,181

Pennsylvania:
Philadelphia–Camden–Wilmington, PA–NJ–DE–MD MSA														—		—		—			—		57,731		57,731
All other Pennsylvania⁽⁴⁾														—		7,299		—			—		—		7,299

Total Pennsylvania														—		7,299		—			—		57,731		65,030


Colorado:
Denver–Aurora–Lakewood, CO MSA														13		12,111		17,153			—		1		29,278
All other Colorado⁽⁴⁾														1,405		—		22,644			—		—		24,049

Total Colorado														1,418		12,111		39,797			—		1		53,327


Las Vegas–Henderson–Paradise, NV MSA														—		—		52,621			—		—		52,621

Illinois:
Chicago–Naperville–Elgin, IL–IN–WI MSA														2,251		1,931		42,424			—		—		46,606
All other Illinois⁽⁴⁾														—		—		5,233			—		—		5,233

Total Illinois														2,251		1,931		47,657			—		—		51,839


Washington–Arlington–Alexandria, DC–VA–MD–WV														—		4,332		41,635			—		—		45,967

Missouri:
St. Louis, MO–IL MSA														242		425		6,511			—		19,333		26,511
All other Missouri⁽⁴⁾														524		6,567		7,163			979		—		15,233

Total Missouri														766		6,992		13,674			979		19,333		41,744


Alabama:
Mobile, AL MSA		3,470		11,017		537		—		1,911		16,935		3,133		13,372		735			—		1,907		19,147
All other Alabama⁽⁴⁾		9,178		4,575		4,533		749		3,611		22,646		8,689		4,498		4,793			825		3,558		22,363

Total Alabama		12,648		15,592		5,070		749		5,522		39,581		11,822		17,870		5,528			825		5,465		41,510

Colorado:
Denver – Aurora – Lakewood, CO MSA		14		11,712		10,185		—		—		21,911
All other Colorado⁽⁴⁾		2,029		—		15,306		—		—		17,335

Total Colorado		2,043		11,712		25,491		—		—		39,246
Seattle–Tacoma–Bellevue, WA MSA														—		—		40,451			—		—		40,451

Missouri:
St. Louis, MO – IL MSA		—		429		3,348		—		19,325		23,102
All other Missouri⁽⁴⁾		740		3,661		7,450		1,004		—		12,855
Providence–Warwick, RI–MA MSA														—		26,669		—			—		—		26,669

Total Missouri		740		4,090		10,798		1,004		19,325		35,957
Oklahoma														677		2,175		13,706			—		4,053		20,611

Chicago – Naperville – Elgin, IL – IN – WI MSA		2,261		1,941		29,606		—		—		33,808
Providence – Warwick, RI – MA MSA		—		26,819		—		—		—		26,819
Seattle – Tacoma – Bellevue, WA MSA		—		—		21,928		—		—		21,928
Oklahoma		381		5,059		11,571		—		4,087		21,098
Baltimore – Columbia – Towson, MD MSA		—		18,796		—		—		—		18,796
Portland – Vancouver – Hillsboro, OR – WA MSA		—		—		14,199		—		—		14,199
Portland–Vancouver–Hillsboro, OR–WA MSA														—		—		16,166			—		1		16,167

Kentucky														—		16,086		—			—		—		16,086

Ohio		—		6,694		6,668		—		—		13,362		—		6,655		6,729			—		—		13,384

Connecticut		—		12,497		—		—		738		13,235		—		12,397		—			—		728		13,125
Michigan		—		10,772		—		—		—		10,772

All other states⁽⁶⁾		397		48,558		1,533		—		3,151		53,639		839		23,840		5,640			—		3,291		33,610

Total real estate loans	$	673,361	$	2,860,778	$	1,739,121	$	86,891	$	420,452	$	5,780,603	$	645,967	$	2,850,908	$	1,961,983		$	80,402	$	477,014	$	6,016,274
																			��

The amount and type of total non-farm/non-residential loans, as of the dates indicated, and their respective percentage of the total non-farm/non-residential loan portfolio are reflected in the following table.


	March 31,								December 31,				June 30,								December 31,
	2015				2014				2014				2015				2014				2014
	(Dollars in thousands)												(Dollars in thousands)
Retail, including shopping centers and strip centers	$	800,755	28.0	%	$	320,469	21.4	%	$	346,925	17.3	%	$	527,343	18.5	%	$	386,362	20.3	%	$	346,925	17.3	%
Churches and schools		104,175	3.6			88,876	5.9			104,746	5.2			117,913	4.1			130,751	6.9			104,746	5.2
Office, including medical offices		782,514	27.4			345,096	23.3			621,729	31.0			788,346	27.7			484,970	25.5			621,729	31.0
Office warehouse, warehouse and mini-storage		207,720	7.3			140,899	9.4			169,176	8.4			215,629	7.6			172,283	9.1			169,176	8.4
Gasoline stations and convenience stores		58,351	2.0			32,838	2.2			47,465	2.4			46,076	1.6			55,528	2.9			47,465	2.4
Hotels and motels		392,060	13.7			272,844	18.2			328,507	16.4			379,285	13.3			290,184	15.2			328,507	16.4
Restaurants and bars		121,406	4.2			45,228	3.0			43,084	2.1			50,398	1.8			54,404	2.9			43,084	2.1
Manufacturing and industrial facilities		78,461	2.7			57,302	3.8			76,897	3.8			58,929	2.1			65,996	3.5			76,897	3.8
Nursing homes and assisted living centers		51,675	1.8			51,005	3.4			52,409	2.6			59,465	2.1			54,221	2.8			52,409	2.6
Hospitals, surgery centers and other medical		71,350	2.5			48,588	3.2			54,469	2.7			72,355	2.5			54,954	2.9			54,469	2.7
Golf courses, entertainment and recreational facilities		15,397	0.5			15,285	1.0			16,729	0.8			14,614	0.5			17,883	0.9			16,729	0.8
Other non-farm/non residential		176,914	6.3			78,937	5.2			146,294	7.3			520,555	18.2			136,108	7.1			146,294	7.3

Total	$	2,860,778	100.0	%	$	1,497,367	100.0	%	$	2,008,430	100.0	%	$	2,850,908	100.0	%	$	1,903,644	100.0	%	$	2,008,430	100.0	%

The amount and type of total construction/land development loans, as of the dates indicated, and their respective percentage of the total construction/land development loan portfolio are reflected in the following table.


	March 31,								December 31,				June 30,								December 31,
	2015				2014				2014				2015				2014				2014
	(Dollars in thousands)												(Dollars in thousands)
Unimproved land	$	307,091	17.7	%	$	160,762	18.1	%	$	272,197	18.0	%	$	303,901	15.5	%	$	194,816	16.4	%	$	272,197	18.0	%
Land development and lots:
1-4 family residential and multifamily		350,672	20.2			203,173	22.8			322,698	21.3			387,568	19.8			277,195	23.4			322,698	21.3
Non-residential		143,567	8.3			94,937	10.7			133,137	8.8			143,197	7.3			102,799	8.7			133,137	8.8
Construction:
1-4 family residential:
Owner occupied		25,254	1.5			14,218	1.6			25,482	1.7			30,163	1.5			21,006	1.8			25,482	1.7
Non-owner occupied:
Pre-sold		22,119	1.3			8,136	0.9			19,664	1.3			35,946	1.8			13,908	1.2			19,664	1.3
Speculative		80,298	4.6			57,674	6.5			75,252	5.0			70,698	3.6			69,781	5.9			75,252	5.0
Multifamily		433,888	24.9			202,034	22.7			354,966	23.5			503,826	25.7			304,637	25.6			354,966	23.5
Industrial, commercial and other		376,233	21.5			149,080	16.7			308,218	20.4			486,684	24.8			201,103	17.0			308,218	20.4

Total	$	1,739,122	100.0	%	$	890,014	100.0	%	$	1,511,614	100.0	%	$	1,961,983	100.0	%	$	1,185,245	100.0	%	$	1,511,614	100.0	%

Many of our construction and development loans provide for the use of interest reserves. When we underwrite construction and development loans, we consider the expected total project costs, including hard costs such as land, site work and construction costs and soft costs such as architectural and engineering fees, closing costs, leasing commissions and construction period interest. Based on the total project costs and other factors, we determine the required borrower cash equity contribution and the maximum amount we are willing to loan. In the vast majority of cases, we require that all of the borrower’s cash equity contribution be contributed prior to any material loan advances. This ensures that the borrower’s cash equity required to complete the project will be available for such purposes. As a result of this practice, the borrower’s cash equity typically goes toward the purchase of the land and early stage hard costs and soft costs. This results in us funding the loan later as the project progresses, and accordingly, we typically fund the majority of the construction period interest through loan advances. However, when we initially determine the borrower’s cash equity requirement, we typically require borrower’s cash equity in an amount to cover a majority, or all, of the soft costs, including an amount equal to construction period interest, and an appropriate portion of the hard costs. We advanced construction period interest on construction and development loans totaling ~~$10.0~~$12.2 million in the second quarter and $22.2 in the first ~~quarter~~six months of 2015. While we advanced these sums as part of the funding process, we believe that the borrowers in effect had in most cases already provided for these sums as part of their initial equity contribution. Specifically, the maximum committed balance of all construction and development loans which provide for the use of interest reserves at ~~March 31,~~June 30, 2015 was approximately ~~$4.1~~$4.9 billion, of which ~~$1.4~~$1.7 billion was outstanding at ~~March 31,~~June 30, 2015 and ~~$2.7~~$3.2 billion remained to be advanced. The weighted average loan-to-cost on such loans, assuming such loans are ultimately fully advanced, will be approximately ~~52%~~54%, which means that the weighted average cash equity contributed on such loans, assuming such loans are ultimately fully advanced, will be approximately ~~48%~~46%. The weighted average final loan-to-value ratio on such loans, based on the most recent appraisals and assuming such loans are ultimately fully advanced, is expected to be approximately 45%.

The following table reflects total loans and leases as of ~~March 31,~~June 30, 2015 grouped by expected amortizations, expected paydowns or the earliest repricing opportunity for floating rate loans. This cash flow or repricing schedule approximates our ability to reprice the outstanding principal of total loans and leases either by adjusting rates on existing loans and leases or reinvesting principal cash flow in new loans and leases. For non-purchased loans and leases and purchased loans without evidence of credit deterioration on the date of purchase, the table below reflects the earliest contractual ~~pricing~~repricing period. For purchased loans with evidence of credit deterioration at the date of purchase, the table below reflects estimated cash flows based on the most recent evaluation of each individual loan. Because income on purchased loans with evidence of credit deterioration on the date of ~~purchase~~acquisition is recognized by accretion of the discount of estimated cash flows, such loans are not considered to be floating or adjustable rate loans and are reported below as fixed rate loans.


																			Over 1			Over 2
																1 Year			Through			Through			Over
	1 Year or Less			Over 1 Through 2 Years			Over 2 Through 3 Years			Over 3 Years			Total			or Less			2 Years			3 Years			3 Years			Total
	(Dollars in thousands)															(Dollars in thousands)
Fixed rate	$	496,357		$	378,273		$	519,943		$	1,439,896		$	2,834,469		$	397,973		$	389,435		$	506,604		$	1,456,184		$	2,750,196
Floating rate (not at a floor or ceiling rate)		780,235			4,545			2,058			3,503			790,341			830,196			6,816			1,916			3,721			842,649
Floating rate (at floor rate)⁽¹⁾		2,674,688			6,697			9,134			37,940			2,728,459			2,940,503			12,617			9,073			38,933			3,001,126
Floating rate (at ceiling rate)		—			—			—			—			—			—			—			—			—			—

Total	$	3,951,280		$	389,515		$	531,135		$	1,481,339		$	6,353,269		$	4,168,672		$	408,868		$	517,593		$	1,498,838		$	6,593,971


Percentage of total		62.2	%		6.1	%		8.4	%		23.3	%		100.0	%		63.2	%		6.2	%		7.8	%		22.8	%		100.0	%
Cumulative percentage of total		62.2			68.3			76.7			100.0						63.2			69.4			77.2			100.0

The following table presents the amount of unpaid principal balance, the valuation discount and the carrying value of purchased loans as of the dates indicated.


	March 31,						December 31,			June 30,						December 31,
	2015			2014			2014			2015			2014			2014
	(Dollars in thousands)									(Dollars in thousands)
Loans without evidence of credit deterioration at date of purchase:
Unpaid principal balance	$	1,758,999		$	442,955		$	889,218		$	1,586,661		$	1,079,330		$	889,218
Valuation discount		(28,715	)		(12,041	)		(17,751	)		(24,549	)		(24,676	)		(17,751	)

Carrying value		1,730,284			430,914			871,467			1,562,112			1,054,654			871,467

Loans with evidence of credit deterioration at date of purchase:
Unpaid principal balance		418,927			467,593			374,001			355,028			482,272			374,001
Valuation discount		(107,047	)		(105,019	)		(97,521	)		(90,292	)		(132,857	)		(97,521	)

Carrying value		311,880			362,574			276,480			264,736			349,415			276,480

Total carrying value	$	2,042,164		$	793,488		$	1,147,947		$	1,826,848		$	1,404,069		$	1,147,947

On February 10, 2015, the date we closed our Intervest acquisition, each outstanding loan in Intervest’s loan portfolio was categorized into (i) a loan without evidence of credit deterioration or (ii) a loan with evidence of credit deterioration. The following table presents, by risk rating, the unpaid principal balance, fair value adjustment, Day 1 Fair Value and the weighted-average fair value adjustment applied to the purchased loans without evidence of credit deterioration in the Intervest acquisition.


Risk Category	Unpaid Principal Balance		Fair Value Adjustment			Day 1 Fair Value		Weighted Average Fair Value Adjustment (in bps)		Unpaid Principal Balance		Fair Value Adjustment			Day 1 Fair Value		Weighted Average Fair Value Adjustment (in bps)
										(Dollars in thousands)
	(Dollars in thousands)
FV 33	$	83,210	$	(690	)	$	82,520		83	$	83,210	$	(690	)	$	82,520		83
FV 44		804,604		(10,961	)		793,643		136		804,604		(10,961	)		793,643		136
FV 55		144,195		(3,109	)		141,086		216		144,195		(3,109	)		141,086		216
FV 36		—		—			—		—		—		—			—		—

Total	$	1,032,009	$	(14,760	)	$	1,017,249		143	$	1,032,009	$	(14,760	)	$	1,017,249		143

The following grades are used for purchased loans without evidence of credit deterioration at date of acquisition.

FV 33 – Loans in this category are considered to be satisfactory with minimal credit risk and are generally considered collectible.

FV 44 – Loans in this category are considered to be marginally satisfactory with minimal to moderate credit risk and are generally considered collectible.

FV 55 – Loans in this category exhibit weakness and are considered to have elevated credit risk and elevated risk of repayment.

FV 36 – Loans, if any, in this category were not individually reviewed at the date of purchase and are assumed to have characteristics similar to the characteristics of the aggregate acquired portfolio.

The following table is a summary of the loans acquired in the Intervest acquisition with evidence of credit deterioration at the date of acquisition.


				As of February 10, 2015
	As of February 10, 2015			(Dollars in thousands)
	(Dollars in thousands)
Contractually required principal and interest	$	88,490		$	88,490
Nonaccretable difference		(21,042	)		(16,649	)

Cash flows expected to be collected		67,448			71,841
Accretable difference		(10,126	)		(10,126	)

Day 1 Fair Value	$	57,322		$	61,715

The following table presents a summary, ~~during~~for the periods indicated, of the activity of our purchased loans with evidence of credit deterioration at the date of acquisition.


	Three Months Ended March 31,						Six Months Ended June 30,
	2015			2014			2015			2014
	(Dollars in thousands)						(Dollars in thousands)
Balance – beginning of period	$	276,480		$	392,421		$	276,480		$	392,421
Accretion		11,269			10,252			21,496			22,650
Purchased loans acquired		57,319			19,173			61,715			40,035
Transfer to foreclosed assets		(1,909	)		(16,543	)		(4,395	)		(25,325	)
Payments received		(30,482	)		(41,530	)		(89,289	)		(75,600	)
Charge-offs		(891	)		(1,467	)		(1,497	)		(5,237	)
Other activity, net		94			268			226			471

Balance – end of period	$	311,880		$	362,574		$	264,736		$	349,415

A summary of changes in the accretable difference on purchased loans with evidence of credit deterioration at the date of acquisition is shown below for the periods indicated.


	Three Months Ended March 31,						Six Months Ended June 30,
	2015			2014			2015			2014
	(Dollars in thousands)						(Dollars in thousands)
Accretable difference at January 1	$	74,167		$	83,455		$	74,167		$	83,455
Transfer to foreclosed assets		(219	)		(597	)		(308	)		(771	)
Purchased loans paid off		(3,250	)		(6,218	)		(12,423	)		(8,479	)
Cash flow revisions as a result of renewals and/or modifications		8,332			6,525			19,212			31,125
Accretable difference acquired		10,126			3,226			10,126			6,732
Accretion		(11,269	)		(10,252	)		(21,496	)		(22,650	)
Other, net		—			183			—			(508	)

Accretable difference at March 31	$	77,887		$	76,322
Accretable difference at June 30							$	69,278		$	88,904

Nonperforming assets consist of (1) nonaccrual loans and leases, (2) accruing loans and leases 90 days or more past due, (3) certain troubled and restructured loans for which a concession has been granted by us to the borrower because of a deterioration in the financial position of the borrower (TDRs) and (4) real estate or other assets that have been acquired in partial or full satisfaction of loan or lease obligations or upon foreclosure. Purchased loans are not included in the following table as nonperforming assets, except for their inclusion in total assets, but are analyzed and discussed separately elsewhere in this MD&A.

The accrual of interest on non-purchased loans and leases is discontinued when, in management’s opinion, the borrower or lessee may be unable to meet payments as they become due. We generally place a loan or lease on nonaccrual status when such loan or lease is (i) deemed impaired or (ii) 90 days or more past due, or earlier when doubt exists as to the ultimate collection of payments. We may continue to accrue interest on certain loans or leases contractually past due 90 days or more if such loans or leases are both well secured and in the process of collection. At the time a loan or lease is placed on nonaccrual status, interest previously accrued but uncollected is reversed and charged against interest income. Nonaccrual loans and leases are generally returned to accrual status when payments are less than 90 days past due and we reasonably expect to collect all payments. If a loan or lease is determined to be uncollectible, the portion of the principal determined to be uncollectible will be charged against the ALLL. Loans for which the terms have been modified and for which (i) the borrower is experiencing financial difficulties and (ii) we have granted a concession to the borrower are considered troubled debt restructurings (“TDRs”) and are included in impaired loans and leases. Income on nonaccrual loans or leases, including impaired loans and leases but excluding certain TDRs which continue to accrue interest, is recognized on a cash basis when and if actually collected. For the period ended March 31, 2015, there were no defaults during the preceding 12 months on any loans that were considered TDRs.

~~The following table presents a summary of nonperforming assets, excluding purchased loans, as of the dates indicated.~~

Our nonperforming assets consist of (1) nonaccrual loans and leases, (2) accruing loans and leases 90 days or more past due, (3) certain troubled and restructured loans for which a concession has been granted by us to the borrower because of a deterioration in the financial position of the borrower (TDRs) and (4) real estate or other assets that have been acquired in partial or full satisfaction of loan or lease obligations or upon foreclosure. Purchased loans are not included in the following table as nonperforming assets, except for their inclusion in total assets, but are analyzed and discussed separately elsewhere in this MD&A.

The following table presents a summary of nonperforming assets, excluding purchased loans, as of the dates indicated.


	March 31,						December 31,			June 30,						December 31,
	2015			2014			2014			2015			2014			2014
	(Dollars in thousands)									(Dollars in thousands)
Nonaccrual non-purchased loans and leases	$	14,349		$	11,783		$	21,085		$	16,281		$	18,393		$	21,085
Accruing non-purchased loans and leases 90 days or more past due		—			—			—			—			—			—
TDRs		—			—			—			—			—			—

Total nonperforming non-purchased loans and leases		14,349			11,783			21,085			16,281			18,393			21,085
Foreclosed assets^{(1) (2)}		32,094			60,869			37,775			25,973			20,581			37,775

Total nonperforming assets⁽²⁾	$	46,443		$	72,652		$	58,860		$	42,254		$	38,974		$	58,860


Nonperforming loans and leases to total loans and leases⁽³⁾		0.33	%		0.42	%		0.53	%		0.34	%		0.58	%		0.53	%
Nonperforming assets to total assets^{(2) (3)}		0.56			1.44			0.87			0.49			1.19			0.87

If an adequate current determination of collateral value has not been performed, once a loan or lease is considered impaired, ~~management seeks~~we seek to establish an appropriate value for the collateral. This assessment may include (i) obtaining an updated appraisal, (ii) obtaining one or more broker price opinions or comprehensive market analyses, (iii) internal evaluations or (iv) other methods deemed appropriate considering the size and complexity of the loan and the underlying collateral. On an ongoing basis, typically at least quarterly, we evaluate the underlying collateral on all impaired loans and leases and, if needed, due to changes in market or property conditions, the underlying collateral is reassessed and the estimated fair value is revised. The determination of collateral value includes any adjustments considered necessary related to estimated holding periods and estimated selling costs.

At ~~March 31,~~June 30, 2015, we had reduced the carrying value of our non-purchased loans and leases deemed impaired (all of which were included in nonaccrual loans and leases) by ~~$3.9~~$5.0 million to the estimated fair value of such loans and leases of ~~$12.6~~$12.8 million. The adjustment to reduce the carrying value of such impaired loans and leases to estimated fair value consisted of ~~$3.5~~$3.6 million of partial charge-offs and ~~$0.4~~$1.4 million of specific loan and lease loss allocations. These amounts do not include our ~~$14.1~~$12.3 million of impaired purchased loans at ~~March 31,~~June 30, 2015.

The following table is a summary of the amount and type of foreclosed assets as of the dates indicated.


	March 31,				December 31,		June 30,				December 31,
	2015		2014		2014		2015		2014		2014
	(Dollars in thousands)						(Dollars in thousands)
Real estate:
Residential 1-4 family	$	6,230	$	7,149	$	7,909	$	4,597	$	9,109	$	7,909
Non-farm/non-residential		11,854		28,314		17,305		10,984		25,401		17,305
Construction/land development		12,520		24,421		10,998		9,857		21,280		10,998
Agricultural		627		785		728		405		452		728
Multifamily residential		777		73		772		—		—		772

Total real estate		32,008		60,742		37,712		25,843		56,242		37,712
Commercial and industrial		86		124		56		130		103		56
Consumer		—		3		7		—		11		7

Total foreclosed assets	$	32,094	$	60,869	$	37,775	$	25,973	$	56,356	$	37,775

The following table presents information concerning the geographic location of nonperforming assets, excluding purchased loans, at ~~March 31,~~June 30, 2015. Nonaccrual loans and leases are reported in the physical location of the principal collateral. Foreclosed assets are reported in the physical location of the asset. Repossessions are reported at the physical location where the borrower resided or had its principal place of business at the time of repossession.


							Nonperforming Loans and Leases		Foreclosed Assets and Repossessions		Total Nonperforming Assets
	Nonperforming Loans and Leases		Foreclosed Assets and Repossessions		Total Nonperforming Assets		(Dollars in thousands)
	(Dollars in thousands)
Arkansas	$	11,464	$	10,827	$	22,291	$	12,893	$	10,095	$	22,988
Georgia		5		11,099		11,104		334		7,322		7,656
North Carolina		1,017		4,865		5,882		1,067		4,641		5,708
Florida		1,660		2,237		3,897		1,653		1,664		3,317
Texas		129		1,100		1,229		231		1,143		1,374
Alabama		21		1,061		1,082		20		778		798
South Carolina		—		905		905		—		310		310
All other		53		—		53		83		20		103

Total	$	14,349	$	32,094	$	46,443	$	16,281	$	25,973	$	42,254

Purchased loans without evidence of credit deterioration at the date of acquisition are reviewed subsequent to the date of acquisition any time a loan is renewed or extended or at any time information becomes available to us that provides material insight regarding the loan’s performance, the borrower or the underlying collateral. To the extent that current information indicates it is probable that we will collect all amounts according to the contractual terms thereof, such loan is not considered impaired and is not considered in the determination of the required ALLL. To the extent that current information indicates it is probable that we will not be able to collect all amounts according to the contractual terms thereon, such loan is considered impaired and is considered in the determination of the required level of ALLL.

Purchased loans with evidence of credit deterioration on the date of purchase are reviewed (i) any time a loan is renewed or extended, (ii) at any other time additional information becomes available to us that provides material additional insight regarding a loan’s performance, the status of the borrower, or the quality or value of the underlying collateral, or (iii) in conjunction with the annual review of projected cash flows of each acquired portfolio. We separately review the performance of the portfolio of purchased loans with evidence of credit deterioration on an annual basis, or more frequently to the extent that material information becomes available regarding the performance of an individual loan, to make determinations of the constituent loans’ performance and to consider whether there has been any significant change in performance since our initial expectations established in conjunction with the determination of the Day 1 Fair Values or since our most recent review of such portfolio’s

performance. To the extent that a purchased loan with evidence of credit deterioration on the date of purchase is performing in accordance with or exceeding our performance expectation established in conjunction with the determination of the Day 1 Fair Values, such loan is rated FV66, is not included in any of the credit quality ratios, is not considered to be a nonaccrual, nonperforming or impaired loan, and is not considered in the determination of the required ALLL. To the extent that the performance of a ~~loan’s performance~~purchased loan with evidence of credit deterioration on the date of purchase has deteriorated from our expectation established in conjunction with the determination of the Day 1 Fair Values, such loan is rated FV88, is included in certain of our credit quality metrics, is considered an impaired loan, and is considered in the determination of the required level of ALLL.

The following table presents a summary of our impaired purchased loans as of the dates indicated.


	March 31,						December 31,			June 30,						December 31,
	2015			2014			2014			2015			2014			2014
	(Dollars in thousands)									(Dollars in thousands)
Impaired purchased loans without evidence of credit deterioration (rated FV 77)	$	1,337		$	—		$	748		$	533		$	86		$	748
Impaired purchased loans with evidence of credit deterioration (rated FV 88)		12,810			29,332			13,292			11,814			21,119			13,292

Total impaired purchased loans	$	14,147		$	29,332		$	14,040		$	12,347		$	21,205		$	14,040

Impaired purchased loans to total purchased loans		0.69	%		3.69	%		1.22	%		0.68	%		1.51	%		1.22	%

As of ~~March 31,~~June 30, 2015 and 2014 and December 31, 2014, we had identified purchased loans where we had determined it was probable that we would be unable to collect all amounts according to the contractual terms thereof (for purchased loans without evidence of credit deterioration at date of acquisition) or the expected performance of such loans had deteriorated from our performance expectations established in conjunction with the determination of the Day 1 Fair Values or since our most recent review of such portfolio’s performance (for purchased loans with evidence of credit deterioration at date of acquisition). As a result, we recorded partial charge-offs totaling ~~$1.3~~$0.4 million for such loans during the second quarter and $1.7 million for the first ~~quarter~~six months of 2015 compared to ~~$0.2~~$1.1 million during the second quarter and $1.3 for the first ~~quarter~~six months of 2014. We also recorded ~~$1.3 million during the first quarter of 2015 and $0.2 million during the first quarter of 2014 of~~ provision for loan and lease losses of $0.4 million during the second quarter and $1.7 million during the first six months of 2015 compared to $1.1 million during the second quarter and $1.3 million during the first six months of 2014 to cover ~~these~~such charge-offs. In addition to these charge-offs, we transferred certain of these purchased loans to foreclosed assets. As a result of these actions, we had ~~$14.1~~$12.3 million of impaired purchased loans at ~~March 31,~~June 30, 2015, compared to ~~$29.3~~$21.2 million at ~~March 31,~~June 30, 2014 and $14.0 million at December 31, 2014.

Our ALLL was ~~$54.1~~$56.7 million, or ~~1.26%~~1.19% of total non-purchased loans and leases at ~~March 31,~~June 30, 2015, compared to $52.9 million, or 1.33% of total non-purchased loans and leases at December 31, 2014 and ~~$43.9~~$47.0 million, or ~~1.58%~~1.48% of total non-purchased loans and leases at ~~March 31,~~June 30, 2014. We had no ALLL at ~~March 31,~~June 30, 2015 and 2014 or December 31, 2014 for our (i) purchased loans without evidence of credit deterioration at the date of acquisition as management’s analysis of such individual loans resulted in no impairment or all identified impairment on such loans had been charged off, or (ii) purchased loans with evidence of credit deterioration at the date of acquisition as all such loans were performing in accordance with management’s expectations established in conjunction with the determination of the Day 1 Fair Values or all losses had been charged off on such loans whose performance had deteriorated from management’s expectations established in conjunction with the ~~deterioration~~determination of the Day 1 Fair Values. Our ALLL was equal to ~~377%~~349% of our total nonperforming non-purchased loans and leases at ~~March 31,~~June 30, 2015, compared to 251% at December 31, 2014 and ~~372%~~255% at ~~March 31,~~June 30, 2014.

The amount of provision to the ALLL is based on our analysis of the adequacy of the ALLL utilizing the criteria discussed in the Critical Accounting Policies section of our Annual Report on Form 10-K for the year ended December 31, 2014. The provision for loan and lease losses for the ~~first~~second quarter of 2015 was ~~$6.3~~$4.3 million, including ~~$5.0~~$3.9 million for non-purchased loans and leases and ~~$1.3~~$0.4 million for purchased loans, compared to ~~$1.3~~$5.6 million for the ~~first~~second quarter of 2014, including ~~$1.1~~$4.5 million for non-purchased loans and leases and ~~$0.2~~$1.1 million for purchased loans. The provision for loan and lease losses for the first six months of 2015 was $10.6 million, including $8.9 million for non-purchased loans and $1.7 million for purchased loans, compared to $6.9 million for the first six months of 2014, including $5.6 million for non-purchased loans and $1.3 million for purchased loans. The decrease in the provision for loan and lease loss during the second quarter of 2015 compared to the second quarter of 2014 was primarily due to a decrease in charge-offs associated with our non-purchased and purchased loans. The increase in the provision for loan and lease loss during the first six months of 2015 compared to the first six months of 2014 was due to an increase in charge-offs experienced during the first quarter of 2015 as well as the provision necessary to cover the growth of our non-purchased loan and lease portfolio.

Our provision to the ALLL for non-purchased loans and leases for the ~~first~~second quarter of 2015 is primarily the result of provision necessary to cover the growth of our non-purchased loan and lease portfolio, which increased ~~$331~~$456.0 million during the ~~first~~second quarter of 2015. Our practice is to charge off any estimated loss as soon as we are able to identify and reasonably quantify such potential loss. Accordingly, only a small portion of our ALLL is needed for potential losses on non-performing loans. Our ALLL to non-purchased loans and leases has decreased to ~~1.26%~~1.19% at ~~March 31,~~June 30, 2015, compared to 1.33% at December 31, 2014 and ~~1.58%~~1.48% at ~~March 31,~~June 30, 2014 primarily as a result of the low level of net charge-offs in recent quarters and due to generally improving economic conditions in many of our markets. While we believe the ALLL at ~~March 31,~~June 30, 2015 and related provision for the ~~first~~second quarter of 2015 were appropriate, changing economic and other conditions may require future adjustments to the ALLL or the amount of provision thereto.

An analysis of the allowance for loan and lease losses for the periods indicated is shown in the following table.


											Six Months Ended June 30,						Year Ended December 31,
	Three Months Ended March 31,						Year Ended December 31, 2014				2015			2014			2014
	2015			2014			Year Ended December 31, 2014				(Dollars in thousands)
	(Dollars in thousands)
Balance, beginning of period	$	52,918		$	42,945		$	42,945			$	52,918		$	42,945		$	42,945
Non-purchased loans and leases charged off:
Real estate:
Residential 1-4 family		(529	)		(199	)		(577	)			(621	)		(341	)		(577	)
Non-farm/non-residential		(205	)		(73	)		(1,357	)			(324	)		(1,254	)		(1,357	)
Construction/land development		(302	)		—			(638	)			(771	)		(14	)		(638	)
Agricultural		(13	)		(15	)		(214	)			(13	)		(15	)		(214	)
Multifamily residential												(208	)		—			—

Total real estate		(1,049	)		(287	)		(2,786	)			(1,937	)		(1,624	)		(2,786	)
Commercial and industrial		(2,447	)		(374	)		(720	)			(2,540	)		(422	)		(720	)
Consumer		(45	)		(41	)		(222	)			(69	)		(97	)		(222	)
Direct financing leases		(186	)		(146	)		(602	)			(341	)		(267	)		(602	)
Other		(352	)		(72	)		(793	)			(688	)		(159	)		(793	)

Total non-purchased loans and leases charged off		(4,079	)		(920	)		(5,123	)			(5,575	)		(2,569	)		(5,123	)

Recoveries of non-purchased loans and leases previously charged off:
Real estate:
Residential 1-4 family		11			22			135				21			71			135
Non-farm/non-residential		12			3			33				17			4			33
Construction/land development		37			8			11				37			8			11
Agricultural		—			5			14				—			11			14

Total real estate		60			38			193				75			94			193
Commercial and industrial		16			628			808				39			763			808
Consumer		21			18			80				42			36			80
Direct financing leases		6			6			49				13			14			49
Other		205			46			266				337			75			266

Total recoveries of non-purchased loans and leases previously charged off		308			736			1,396				506			982			1,396

Net non-purchased loans and leases charged off		(3,771	)		(184	)		(3,727	)			(5,069	)		(1,587	)		(3,727	)
Purchased loans charged off		(1,315	)		(204	)		(3,215	)
Purchased loans charged off, net												(1,723	)		(1,287	)		(3,215	)

Net charge-offs – total loans and leases		(5,086	)		(388	)		(6,942	)			(6,792	)		(2,874	)		(6,942	)
Provision for loan and lease losses:
Non-purchased loans and leases		5,000			1,100			13,700				8,900			5,600			13,700
Purchased loans		1,315			204			3,215				1,723			1,287			3,215

Total provision		6,315			1,304			16,915				10,623			6,887			16,915
										��
Balance, end of period	$	54,147		$	43,861		$	52,918			$	56,749		$	46,958		$	52,918

Net charge-offs of non-purchased loans and leases to average non-purchased loans and leases⁽¹⁾		0.37	%⁽²⁾		0.03	%⁽²⁾		0.12	%			0.24	%⁽²⁾		0.11	%⁽²⁾		0.12	%
Net charge-offs of purchased loans to average purchased loans		0.32	%⁽²⁾		0.11	%⁽²⁾		0.29	%			0.19	%⁽²⁾		0.28	%⁽²⁾		0.29	%
Net charge-offs of total loans and leases to average loans and leases		0.36	%⁽²⁾		0.05	%⁽²⁾		0.16	%			0.22	%⁽²⁾		0.16	%⁽²⁾		0.16	%
ALLL to non-purchased loans and leases⁽³⁾		1.26	%		1.58	%		1.33	%			1.19	%		1.48	%		1.33	%
ALLL to nonperforming loans and leases⁽³⁾		377	%		372	%		251	%			349	%		255	%		251	%

~~The Company’s~~Our net charge-offs increased to ~~$5.1~~$6.8 million for the first ~~quarter~~six months of 2015, including ~~$3.8~~$5.1 million for non-purchased loans and leases and $1.7 million for purchased loans, compared to $2.9 million for the first six months of 2014, including $1.6 million for non-purchased loans and leases and $1.3 million for purchased loans. The increase in our net charge-offs for non-purchased loans and leases ~~increased in the quarter just ended~~was primarily due to our sale during the first quarter of 2015 of $15.9 million of performing loans, with deteriorating credit trends, from our Corporate Loan Specialty Group resulting in net charge-offs of $2.4 million. Our net charge-offs for purchased loans increased induring the ~~quarter just ended,~~first six months of 2015, in part, due to our having previously terminated the loss share agreements on our FDIC-assisted acquisitions.

At ~~March 31,~~June 30, 2015 and 2014 and at December 31, 2014, we classified all of our investment securities portfolio as AFS. Accordingly, our investment securities are stated at estimated fair value in the consolidated financial statements with the unrealized gains and losses, net of related income tax, reported as a separate component of stockholders’ equity and included in accumulated other comprehensive income.

The following table presents the amortized cost and estimated fair value of investment securities AFS as of the dates indicated. The Company’s investment in the CRA qualified investment fund includes shares held in a mutual fund that qualifies under the Community Reinvestment Act of 1977 for community reinvestment purposes. Our holdings of equity securities in FHLB and First National Banker’s Bankshares, Inc. (“FNBB”) do not have readily determinable fair values and are carried at cost.


	March 31,								December 31,				June 30,								December 31,
	2015				2014				2014				2015				2014				2014
	Amortized		Fair		Amortized		Fair		Amortized		Fair		Amortized		Fair		Amortized		Fair		Amortized		Fair
	Cost		Value		Cost		Value		Cost		Value		Cost		Value		Cost		Value		Cost		Value
	(Dollars in thousands)												(Dollars in thousands)
Obligations of state and political subdivisions	$	496,251	$	512,207	$	447,368	$	452,748	$	555,335	$	573,209	$	496,777	$	506,915	$	603,533	$	616,565	$	555,335	$	573,209
U.S. Government agency securities		252,728		259,975		219,836		219,740		245,854		251,233		257,849		260,753		254,878		258,311		245,854		251,233
Corporate obligations		622		622		686		686		654		654		3,574		3,574		685		685		654		654
CRA qualified investment fund		1,022		1,028		—		—		—		—		1,028		1,020		—		—		—		—
FHLB and FNBB equity securities		10,443		10,443		14,487		14,487		14,225		14,225		10,015		10,015		16,568		16,568		14,225		14,225

Total	$	761,066	$	784,275	$	682,377	$	687,661	$	816,068	$	839,321	$	769,243	$	782,277	$	875,664	$	892,129	$	816,068	$	839,321

Our investment securities portfolio is reported at estimated fair value, which included gross unrealized gains of ~~$23.7~~$16.4 million and gross unrealized losses of ~~$0.5~~$3.4 million at ~~March 31,~~June 30, 2015; gross unrealized gains of ~~$13.5~~$21.1 million and gross unrealized losses of ~~$8.3~~$4.7 million at ~~March 31,~~June 30, 2014; and gross unrealized gains of $24.4 million and gross unrealized losses of $1.2 million at December 31, 2014. Management believes that all of its unrealized losses on individual investment securities at ~~March 31,~~June 30, 2015 are the result of fluctuations in interest rates and do not reflect deterioration in the credit quality of these investments. Accordingly, management considers these unrealized losses to be temporary in nature. We do not have the intent to sell these investment securities with unrealized losses and, more likely than not, will not be required to sell these investment securities before fair value recovers to amortized cost.

The following table presents unaccreted discounts and unamortized premiums of our investment securities as of the dates indicated.


	Amortized Cost		Unaccreted Discount		Unamortized Premium			Par Value		Amortized Cost		Unaccreted Discount		Unamortized Premium			Par Value
	(Dollars in thousands)									(Dollars in thousands)
March 31, 2015:
June 30, 2015:
Obligations of states and political subdivisions	$	496,251	$	7,289	$	(6,816	)	$	496,724	$	496,777	$	6,912	$	(6,539	)	$	497,150
U.S. Government agency securities		252,728		3,566		(4,806	)		251,488		257,849		3,177		(5,582	)		255,444
Corporate obligations		622		—		(12	)		610		3,574		48		(11	)		3,611
CRA qualified investment fund		1,022		—		—			1,022		1,028		—		—			1,028
FHLB and FNBB equity securities		10,443		—		—			10,443		10,015		—		—			10,015

Total	$	761,066	$	10,855	$	(11,634	)	$	760,287	$	769,243	$	10,137	$	(12,132	)	$	767,248


December 31, 2014:
Obligations of states and political subdivisions	$	555,335	$	7,976	$	(7,662	)	$	555,649	$	555,335	$	7,976	$	(7,662	)	$	555,649
U.S. Government agency securities		245,854		3,916		(3,953	)		245,817		245,854		3,916		(3,953	)		245,817
Corporate obligations		654		—		(13	)		641		654		—		(13	)		641
FHLB and FNBB equity securities		14,225		—		—			14,225		14,225		—		—			14,225

Total	$	816,068	$	11,892	$	(11,628	)	$	816,332	$	816,068	$	11,892	$	(11,628	)	$	816,332

March 31, 2014:

June 30, 2014:
Obligations of states and political subdivisions	$	447,368	$	8,194	$	(3,806	)	$	451,756	$	603,533	$	8,625	$	(8,762	)	$	603,396
U.S. Government agency securities		219,836		4,451		(4,274	)		220,013		254,878		4,561		(4,191	)		255,248
Corporate obligations		686		—		(16	)		670		685		—		(15	)		670
FHLB and FNBB equity securities		14,487		—		—			14,487		16,568		—		—			16,568

Total	$	682,377	$	12,645	$	(8,096	)	$	686,926	$	875,664	$	13,186	$	(12,968	)	$	875,882

We had net gains of ~~$2.5~~$0.1 million from the sale of ~~$27.6~~$2.6 million of investment securities in the second quarter of 2015 compared to net gains of $18,000 from the sale of $47.0 million of investment securities in the second quarter of 2014. We had net gains of $2.6 million from the sale of $30.2 million of investment securities in the first ~~quarter~~six months of 2015 compared ~~to essentially no~~with net gains of $23,000 from the sale of ~~$1.2~~$48.0 million of investment securities in the first ~~quarter~~six months of 2014. During the ~~first~~second quarter of 2015 and 2014, respectively, investment securities totaling ~~$50.2~~$31.3 million and ~~$13.3~~$16.0 million matured, were called or were paid down by the issuer. During the first six months of 2015 and 2014, respectively, investment securities totaling $81.5 million and $29.7 million matured, were called or paid down by the issuer. We purchased no$37.5 million in investment securities during the second quarter of 2015 and first ~~quarter~~six months of 2015 compared to ~~$18.3~~$16.8 million of investment securities purchased during the second quarter of 2014 and $35.1 million of investment securities during the first ~~quarter~~six months of 2014. On February 10, 2015, we acquired $21.8 million of investment securities as a result of our Intervest acquisition.

We invest in securities we believe offer good relative value at the time of purchase, and we will, from time to time, reposition our investment securities portfolio. In making decisions to sell or purchase securities, we consider credit quality, call features, maturity dates, relative yields, current market factors, interest rate risk and other relevant factors.

The following table presents the types and estimated fair values of our investment securities at ~~March 31,~~June 30, 2015 based on credit ratings by one or more nationally-recognized credit rating agency.


																			AAA⁽¹⁾			AA⁽²⁾			A⁽³⁾			BBB⁽⁴⁾			Non- Rated⁽⁵⁾			Total
	AAA⁽¹⁾			AA⁽²⁾			A⁽³⁾			BBB⁽⁴⁾			Non-Rated⁽⁵⁾			Total			(Dollars in thousands)
	(Dollars in thousands)
Obligations of states and political subdivisions	$	9,308		$	164,134		$	118,997		$	23,438		$	196,330		$	512,207		$	10,218		$	172,453		$	116,583		$	22,214		$	185,447		$	506,915
U.S. Government agency securities		—			259,975			—			—			—			259,975			—			260,753			—			—			—			260,753
Corporate obligations		—			—			622			—			—			622			—			—			621			—			2,953			3,574
CRA qualified investment fund		—			—			—			—			1,028			1,028			—			—			—			—			1,020			1,020
FHLB and FNBB equity securities		—			—			—			—			10,443			10,443			—			—			—			—			10,015			10,015

Total	$	9,308		$	424,109		$	119,619		$	23,438		$	207,801		$	784,275		$	10,218		$	433,206		$	117,204		$	22,214		$	199,435		$	782,277

Percentage of total		1.2	%		54.1	%		15.3	%		3.0	%		26.4	%		100.0	%		1.3	%		55.4	%		15.0	%		2.8	%		25.5	%		100.0	%
Cumulative percentage of total		1.2	%		55.3	%		70.6	%		73.6	%		100.0	%					1.3	%		56.7	%		71.7	%		74.5	%		100.0	%

Our lending and investment activities are funded primarily by deposits. The amount and type of deposits outstanding as of the dates indicated and their respective percentage of the total deposits are reflected in the following table. On February 10, 2015, we assumed $1.18 billion of deposits as a result of our acquisition of Intervest. On May 16, 2014, we assumed $970 million of deposits as a result of our acquisition of Summit. Additionally, we continued to grow our existing deposit base including growth in deposits of $406 million during the first six months of 2015, of which, $28 million and $378 million were added during the first and second quarters of 2015, respectively.


	March 31,								December 31, 2014				June 30,								December 31,
	2015				2014				December 31, 2014				2015				2014				2014
	(Dollars in thousands)												(Dollars in thousands)
Non-interest bearing	$	1,265,165	18.8	%	$	886,341	22.6	%	$	1,145,454	20.8	%	$	1,320,779	18.6	%	$	1,058,210	21.2	%	$	1,145,454	20.8	%
Interest bearing:
Transaction (NOW)		1,082,200	16.1			843,767	21.5			1,031,255	18.8			1,240,787	17.5			1,173,404	23.6			1,031,255	18.8
Savings and money market		2,216,607	33.0			1,355,779	34.6			1,861,734	33.9			2,404,764	33.9			1,575,525	31.6			1,861,734	33.9
Time deposits less than $100,000		898,642	13.4			457,349	11.7			660,711	12.0			930,640	13.1			557,632	11.2			660,711	12.0
Time deposits of $100,000 or more		1,254,047	18.7			372,968	9.6			797,228	14.5			1,190,329	16.9			619,126	12.4			797,228	14.5

Total deposits	$	6,716,661	100.0	%	$	3,916,204	100.0	%	$	5,496,382	100.0	%	$	7,087,299	100.0	%	$	4,983,897	100.0	%	$	5,496,382	100.0	%

The amount and percentage of our deposits attributable to offices, by state, as of the dates indicated, are reflected in the following table.


Deposits Attributable	March 31,								December 31,
to Offices In	2015				2014				2014
Deposits Attributable to Offices In													June 30,								December 31, 2014
Deposits Attributable to Offices In													2015				2014				December 31, 2014
	(Dollars in thousands)												(Dollars in thousands)
Arkansas	$	2,930,110	43.6	%	$	1,640,141	41.9	%	$	2,912,291	53.0	%	$	3,335,900	47.1	%	$	2,736,653	54.9	%	$	2,912,291	53.0	%
Texas		1,042,642	15.5			749,851	19.2			996,908	18.1			1,151,556	16.3			728,073	14.6			996,908	18.1
Florida		830,779	12.4			125,526	3.2			124,469	2.3			738,494	10.4			120,677	2.4			124,469	2.3
Georgia		688,829	10.3			630,979	16.1			675,801	12.3			692,837	9.8			636,950	12.8			675,801	12.3
North Carolina		600,250	8.9			608,491	15.5			599,184	10.9			582,449	8.2			596,180	12.0			599,184	10.9
New York		459,606	6.8			—	—			—	—			419,037	5.9			—	—			—	—
Alabama		117,562	1.8			133,641	3.4			141,266	2.6			116,031	1.6			132,271	2.6			141,266	2.6
South Carolina		46,883	0.7			27,575	0.7			46,463	0.8			50,995	0.7			33,093	0.7			46,463	0.8

Total	$	6,716,661	100.0	%	$	3,916,204	100.0	%	$	5,496,382	100.0	%	$	7,087,299	100.0	%	$	4,983,897	100.0	%	$	5,496,382	100.0	%

We rely on other interest bearing liabilities to supplement the funding of our lending and investing activities. Such liabilities consist of repurchase agreements with customers, other borrowings (FHLB advances and, to a lesser extent, FRB borrowings and federal funds purchased) and subordinated debentures.

The following table reflects the average balance and rate paid for each category of other interest bearing liabilities for the periods indicated.


	Three Months Ended March 31,										Three Months Ended June 30,										Six Months Ended June 30,
	2015					2014					2015					2014					2015					2014
	Average Balance		Rate Paid			Average Balance		Rate Paid			Average Balance		Rate Paid			Average Balance		Rate Paid			Average Balance		Rate Paid			Average Balance		Rate Paid
	(Dollars in thousands)										(Dollars in thousands)
Repurchase agreements with customers	$	77,575		0.09	%	$	65,045		0.08	%	$	68,656		0.11	%	$	58,607		0.09	%	$	73,091		0.10	%	$	61,808		0.08	%
Other borrowings⁽¹⁾		188,793		3.66			280,993		3.83			161,652		3.58			281,009		3.84			175,148		3.62			280,968		3.84
Subordinated debentures		93,405		3.08			64,950		2.58			117,325		3.31			64,950		2.64			105,431		3.21			64,950		2.61

Total other interest bearing liabilities	$	359,773		2.74	%	$	410,988		3.04	%	$	347,633		2.80	%	$	404,566		3.11	%	$	353,670		2.77	%	$	407,726		3.10	%

The decrease in other borrowings for the three and six months ended ~~March 31,~~June 30, 2015 compared to the same period in 2014 is due to our prepaying $90 million of fixed rate callable FHLB advances during the fourth quarter of 2014 and prepaying $30 million of fixed rate callable FHLB advances during the first quarter of 2015. The increase in subordinated debentures is primarily due to the $52.2 million (net of purchase accounting adjustments) of subordinated debentures assumed in the Intervest transaction.

Subordinated Debentures. We own eight 100%-owned finance subsidiary business trusts – Ozark Capital Statutory Trust II (“Ozark II”), Ozark Capital Statutory Trust III (“Ozark III”), Ozark Capital Statutory Trust IV (“Ozark IV”), Ozark Capital Statutory Trust V (“Ozark V”) (collectively, the “Ozark Trusts”), Intervest Statutory Trust II (“Intervest II”), Intervest Statutory Trust III (“Intervest III”), Intervest Statutory Trust IV (“Intervest IV”) and Intervest Statutory Trust V (“Intervest V”), (collectively, the “Intervest Trusts”; and together with Ozark Trusts, the “Trusts”). At ~~March 31,~~June 30, 2015, we had the following issues of trust preferred securities and subordinated debentures owed to the Trusts.


													Subordinated Debentures Owed to Trust		Unamortized Discount at June 30, 2015			Carrying Value of Subordinated Debentures at June 30, 2015		Trust Preferred Securities of the Trusts		Contractual Interest Rate at June 30, 2015
	Subordinated Debentures Owed to Trust		Unamortized Discount at March 31, 2015			Carrying Value of Subordinated Debentures at March 31, 2015		Trust Preferred Securities of the Trusts		Contractual Interest Rate at March 31, 2015			(Dollars in thousands)
	(Dollars in thousands)
Ozark II	$	14,434	$	—		$	14,434	$	14,000		3.18	%	$	14,433	$	—		$	14,433	$	14,000		3.18	%
Ozark III		14,433		—			14,433		14,000		3.20			14,434		—			14,434		14,000		3.24
Ozark IV		15,464		—			15,464		15,000		2.48			15,464		—			15,464		15,000		2.50
Ozark V		20,619		—			20,619		20,000		1.87			20,619		—			20,619		20,000		1.89
Intervest II		15,464		(701	)		14,763		15,000		3.22			15,464		(678	)		14,786		15,000		3.23
Intervest III		15,464		(811	)		14,653		15,000		3.06			15,464		(785	)		14,679		15,000		3.07
Intervest IV		15,464		(1,475	)		13,989		15,000		2.67			15,464		(1,428	)		14,036		15,000		2.68
Intervest V		10,310		(1,401	)		8,909		10,000		1.92			10,310		(1,358	)		8,952		10,000		1.94

	$	121,652	$	(4,388	)	$	117,264	$	118,000				$	121,652	$	(4,249	)	$	117,403	$	118,000

These subordinated debentures and securities generally mature 30 years after issuance and may be prepaid at par, subject to regulatory approval, on or after approximately five years from the date of issuance, or at an earlier date upon certain changes in tax laws, investment company laws or regulatory capital requirements. These subordinated debentures and the related trust preferred securities provide us additional regulatory capital to support our expected future growth and expansion.

We may need to raise additional capital in the future to provide us with sufficient capital resources and liquidity to meet our commitments and business needs. As a publicly traded company, a likely source of additional funds is the capital markets, which can provide us with funds through the public issuance of equity, both common and preferred stock, and the issuance of senior debt and/or subordinated debentures. We have an effective shelf registration statement on file with the SEC which provides us increased flexibility and more efficient access to the public debt and equity markets if needed. Our ability to raise additional capital, if needed, will depend on, among other things, conditions in the capital markets at that time, which are outside of our control, and our financial performance.

Common Stockholders’ Equity and Reconciliation of Non-GAAP Financial Measures.We use non-GAAP financial measures, specifically ~~tangible common stockholders’ equity,~~ tangible common stockholders’ equity to total tangible assets, tangible book value per common share and return on average tangible common stockholders’ equity as important measures of the strength of our capital and our ability to generate ~~earning~~earnings on tangible common equity invested by our shareholders. We believe presentation of these non-GAAP financial measures provides useful supplemental information that contributes to a proper understanding of our financial results and capital levels. These non-GAAP disclosures should not be viewed as a substitute for financial results determined in accordance with GAAP, nor are they necessarily comparable to non-GAAP performance measures that may be presented by other companies. Reconciliations of these non-GAAP financial measures to the most directly comparable GAAP financial measures are included in the following tables.


	March 31,						December 31, 2014			June 30,						December 31, 2014
	2015			2014			December 31, 2014			2015			2014			December 31, 2014
	(Dollars in thousands)									(Dollars in thousands)
Total common stockholders’ equity before noncontrolling interest	$	1,179,256		$	657,310		$	908,390		$	1,209,254		$	850,204		$	908,390
Less intangible assets:
Goodwill		(125,603	)		(5,243	)		(78,669	)		(122,884	)		(78,669	)		(78,669	)
Core deposit and bank charter intangibles, net of accumulated amortization		(29,907	)		(15,750	)		(26,907	)		(28,266	)		(29,971	)		(26,907	)

Total intangibles		(155,510	)		(20,993	)		(105,576	)		(151,150	)		(108,640	)		(105,576	)


Total tangible common stockholders’ equity	$	1,023,746		$	636,317		$	802,814		$	1,058,104		$	741,564		$	802,814


Total assets	$	8,303,407		$	5,032,995		$	6,766,499		$	8,710,435		$	6,297,975		$	6,766,499
Less intangible assets:
Goodwill		(125,603	)		(5,243	)		(78,669	)		(122,884	)		(78,669	)		(78,669	)
Core deposit and bank charter intangibles, net of accumulated amortization		(29,907	)		(15,750	)		(26,907	)		(28,266	)		(29,971	)		(26,907	)

Total intangibles		(155,510	)		(20,993	)		(105,576	)		(151,150	)		(108,640	)		(105,576	)


Total tangible assets	$	8,147,897		$	5,012,002		$	6,660,923		$	8,559,285		$	6,189,335		$	6,660,923


Ratio of total common stockholders’ equity to total assets		14.20	%		13.06	%		13.42	%		13.88	%		13.50	%		13.42	%

Ratio of total tangible common stockholders’ equity to total tangible assets		12.56	%		12.70	%		12.05	%		12.36	%		11.98	%		12.05	%


							Three Months Ended						Six Months Ended
	Three Months Ended March 31,						June 30,						June 30,
	2015			2014			2015			2014			2015			2014
	(Dollars in thousands)						(Dollars in thousands)
Net income available to common stockholders	$	39,894		$	25,276		$	44,776		$	26,486		$	84,670		$	51,762


Average common stockholders’ equity before noncontrolling interest	$	1,049,867		$	642,436		$	1,191,798		$	749,692		$	1,121,225		$	696,360
Less average intangible assets:
Goodwill		(104,133	)		(5,243	)		(122,884	)		(44,083	)		(112,883	)		(24,770	)
Core deposit and bank charter intangibles, net of accumulated amortization		(28,812	)		(13,901	)		(29,161	)		(16,033	)		(28,996	)		(14,973	)


Total average intangibles		(132,945	)		(19,144	)		(152,045	)		(60,116	)		(141,879	)		(39,743	)

Average tangible common stockholders’ equity before noncontrolling interest	$	916,922		$	623,292
Average tangible common stockholders’ equity							$	1,039,753		$	689,576		$	979,346		$	656,617


Return on average common stockholders’ equity		15.41	%		15.96	%		15.07	%		14.17	%		15.23	%		14.99	%

Return on average tangible common stockholders’ equity		17.65	%		16.45	%		17.27	%		15.41	%		17.43	%		15.90	%

Common Stock Dividend Policy. During the quarter ended ~~March 31,~~June 30, 2015, we paid a dividend of ~~$0.13~~$0.135 per common share compared to ~~$0.11~~$0.115 per common share in the quarter ended ~~March 31,~~June 30, 2014. On ~~April~~July 1, 2015, our board of directors approved a dividend of ~~$0.135~~$0.14 per common share that was paid on ~~April~~July 24, 2015. The determination of future dividends on our common stock will depend on conditions existing at that time and approval of our board of directors.

Bank and bank holding company regulatory authorities in the United States impose certain capital standards on all bank holding companies and banks. These capital standards require compliance with capital adequacy guidelines and prompt corrective action regulations and involve quantitative measures of assets, liabilities and certain off-balance-sheet items, which are subject to risk weightings and various other factors.

On July 9, 2013, the FDIC and other federal banking regulators issued a final rule that substantially revised the risk-based capital requirements applicable to bank holding companies and insured depository institutions, including the Company and the Bank, to make them consistent with agreements that were reached by the Basel Committee on Banking Supervision (“Basel III”) and certain provisions of the Dodd-Frank Wall Street Reform and Consumer Protection Act (the “Basel III Rules”). The Basel III Rules became effective for the Company and the Bank on January 1, 2015 (subject to a phase-in period for certain provisions). The Basel III Rules require the maintenance of minimum amounts and ratios (set forth in the table below) of common equity tier 1 capital, tier 1 capital and total capital (as defined in the regulations) to risk-weighted assets (as defined), and of tier 1 capital to adjusted quarterly average assets (as defined).

Under the new Basel III Rules, common equity tier 1 capital consists of common stock and paid-in capital (net of treasury stock) and retained earnings. Common equity tier 1 capital is reduced by goodwill, certain intangible assets, net of associated deferred tax liabilities, deferred tax assets that arise from tax credit and net operating loss carryforwards, net of any valuation allowance, and certain other items as specified by the Basel III Rules.

Tier 1 capital includes common equity tier 1 capital and certain additional tier 1 items as provided under the Basel III Rules. The tier 1 capital for our holding company consists of common equity tier 1 capital and $118 million of trust preferred securities issued by the Trusts. The Basel III Rules include certain provisions ~~for~~that would require trust preferred securities to be phased out of qualifying ~~for~~ tier 1 capital. Currently, our trust preferred securities are grandfathered under the Basel III Rules and will continue to be included as tier 1 capital. However, should we continue to grow and exceed $15 billion in total assets, the grandfather provisions applicable to our trust preferred securities may no longer apply, depending on whether we cross the $15 billion threshold through organic growth or by acquisition. The common equity tier 1 capital and the tier 1 capital are the same for our bank subsidiary.

Basel III Rules allow for insured depository institutions to make a one-time election not to include most elements of accumulated other comprehensive income in regulatory capital and instead effectively use the existing treatment under the general risk-based capital rules. Insured depository institutions, including the Company and Bank, must make their accumulated

other comprehensive income opt-out election in the first Consolidated Reports of Condition and Income (“Call Report”), Consolidated Financial Statements for Bank Holding Companies (“FR Y-9C”) and Parent Company Only Financial Statements for Large Bank Holding Companies (“FR Y-9LP”) reports that are filed for the first quarter of 2015. We made this opt-out election in our Call Report, FR Y-9C and FR Y-9LP filed for the first quarter of 2015 to avoid significant variations in the level of capital depending upon the impact of interest rate fluctuations on the fair value of our investments securities portfolio.

Total capital includes tier 1 capital and tier 2 capital. Tier 2 capital includes, among other ~~items,~~things, the allowable portion of the ALLL and any trust preferred securities that are excluded from tier 1 capital.

The Basel III Rules also changed the risk-weights of assets to better reflect credit risk and other risk exposures. These include a 150% risk weight (up from 100%) for certain high volatility commercial real estate acquisition, development and construction loans and the unsecured portion of non-residential mortgage loans that are 90 days past due or otherwise on nonaccrual status; a 20% (up from 0%) credit conversion factor for the unused portion of a commitment with an original maturity of one year or less that is not unconditionally cancellable; a 250% risk weight (up from 100%) for mortgage servicing rights and deferred tax assets that are not deducted from capital; and increased risk weights (from 0% to up to 600%) for equity exposures.

The common equity tier 1 capital, tier 1 capital and total capital ratios are calculated by dividing the respective capital amounts by risk-weighted assets. The leverage ratio is calculated by dividing tier 1 capital by adjusted quarterly average total assets.

The Basel III Rules limit capital distributions and certain discretionary bonus payments if the banking organization does not hold a “capital conservation buffer” consisting of 2.5% of common equity tier 1 capital, tier 1 capital and total capital to risk-weighted assets in addition to the amount necessary to meet minimum risk-based capital requirements. The capital conservation buffer will be phased in beginning January 1, 2016, at 0.625% of risk-weighted assets, increasing each year until fully implemented at 2.5% on January 1, 2019. When fully phased in on January 1, 2019, the Basel III Rules will require us to maintain (i) a minimum ratio of common equity tier 1 capital to risk-weighted assets of at least 4.5%, plus a 2.5% capital conservation buffer, which effectively results in a minimum ratio of 7.0% upon full implementation, (ii) a minimum ratio of tier 1 capital to risk-weighted assets of at least 6.0%, plus the capital conservation buffer, which effectively results in a minimum ratio of 8.50% upon full implementation, (iii) a minimum ratio of total capital to risk-weighted assets of at least 8.0%, plus the 2.5% capital conservation buffer, which effectively results in a minimum ratio of 10.5% upon full implementation and (iv) a minimum leverage ratio of 4.0%.

The following table presents actual and required capital ratios as of ~~March 31,~~June 30, 2015 for the Company and the Bank under the Basel III Rules. The minimum required capital amounts presented include the minimum required capital levels as of ~~March 31,~~June 30, 2015 based on the phase-in provisions of the Basel III Rules and the minimum required capital levels as of January 1, 2019 when the Basel III Rules have been fully phased-in. Capital levels required to be considered well capitalized are based upon prompt corrective action regulations, as amended to reflect the changes under the Basel III Rules.


	Actual					Minimum Capital Required – Basel III Phase-In Schedule					Minimum Capital Required – Basel III Fully Phased-In					Required to be Considered Well Capitalized					Actual				Minimum Capital Required – Basel III Phase-In Schedule					Minimum Capital Required – Basel III Fully Phased-In					Required to be Considered Well Capitalized
	Capital Amount		Ratio			Capital Amount		Ratio			Capital Amount		Ratio			Capital Amount		Ratio			Capital Amount		Ratio		Capital Amount		Ratio			Capital Amount		Ratio			Capital Amount		Ratio
	(Dollars in thousands)																				(Dollars in thousands)
March 31, 2015:

June 30, 2015:
Common equity tier 1 to risk-weighted assets:
Company	$	1,014,229		11.54	%	$	395,469		4.50	%	$	615,173		7.00	%		N/A		N/A		$	1,054,014		11.18		424,366	$	4.50	%	$	660,124		7.00	%		N/A		N/A
Bank		1,108,504		12.62			395,125		4.50			614,639		7.00		$	570,737		6.50	%		1,148,610		12.20		423,547		4.50			658,850		7.00		$	611,789		6.50	%

Tier 1 capital to risk-weighted assets:
Company		1,132,229		12.88			527,291		6.00			746,996		8.50			N/A		N/A			1,172,014		12.43		565,821		6.00			801,579		8.50			N/A		N/A
Bank		1,108,504		12.62			526,834		6.00			746,348		8.50			702,445		8.00			1,148,610		12.20		564,729		6.00			800,032		8.50			752,972		8.00

Total capital to risk-weighted assets:
Company		1,186,376		13.50			703,055		8.00			922,760		10.50			N/A		N/A			1,228,763		13.03		754,428		8.00			990,186		10.50			N/A		N/A
Bank		1,162,651		13.24			702,445		8.00			921,959		10.50			878,056		10.00			1,205,359		12.81		752,972		8.00			988,275		10.50			941,215		10.00

Tier 1 leverage to average assets:
Company		1,132,229		15.19			298,062		4.00			298,062		4.00			N/A		N/A			1,172,014		14.41		325,434		4.00			325,434		4.00			N/A		N/A
Bank		1,108,504		14.89			297,832		4.00			297,832		4.00			372,290		5.00			1,148,310		14.13		325,111		4.00			325,111		4.00			406,389		5.00

The following table presents actual and required capital ratios as of December 31, 2014 for the Company and the Bank under the regulatory capital rules then in effect.


						Required															Required
	Actual					For Capital Adequacy Purposes					To Be Well Capitalized Under Prompt Corrective Action Provisions					Actual					For Capital Adequacy Purposes					To Be Well Capitalized Under Prompt Corrective Action Provisions
	Amount		Ratio			Amount		Ratio			Amount		Ratio			Amount		Ratio			Amount		Ratio			Amount		Ratio
	(Dollars in thousands)															(Dollars in thousands)
December 31, 2014:
Tier 1 capital to risk-weighted assets:
Company	$	851,682		11.74	%	$	290,213		4.00	%	$	435,319		6.00	%	$	851,682		11.74	%	$	290,213		4.00	%	$	435,319		6.00	%
Bank		824,120		11.37			290,130		4.00			435,194		6.00			824,120		11.37			290,130		4.00			435,194		6.00

Total capital to risk-weighted assets:
Company		904,600		12.47			580,425		8.00			725,532		10.00			904,600		12.47			580,425		8.00			725,532		10.00
Bank		877,038		12.10			580,259		8.00			725,324		10.00			877,038		12.10			580,259		8.00			725,324		10.00

Tier 1 leverage to average assets:
Company		851,681		12.92			197,711		3.00			329,518		5.00			851,681		12.92			197,711		3.00			329,518		5.00
Bank		824,120		12.52			197,465		3.00			329,108		5.00			824,120		12.52			197,465		3.00			329,108		5.00

As of ~~March 31,~~June 30, 2015, capital levels at both the Company and the Bank exceed all capital adequacy requirements under the Basel III Rules on a fully phased-in basis. Based on the ratios presented above, capital levels as of ~~March 31,~~June 30, 2015 exceed the minimum levels necessary to be considered “well capitalized.”

Bank Liquidity.Liquidity represents an institution’s ability to provide funds to satisfy demands from depositors, borrowers and other creditors by either converting assets into cash or accessing new or existing sources of incremental funds. Liquidity risk arises from the possibility we may be unable to satisfy current or future funding requirements and needs. The ALCO and Investments Committee (“ALCO”), which reports to the board of directors, has primary responsibility for oversight of our liquidity, funds management, asset/liability (interest rate risk) position and investment portfolio functions.

The objective of managing liquidity risk is to ensure the cash flow requirements resulting from depositor, borrower and other creditor demands are met, as well as operating cash needs of the Company, and the cost of funding such requirements and needs is reasonable. We maintain an interest rate risk, liquidity and funds management policy and a contingency funding plan that, among other things, include policies and procedures for managing liquidity risk. Generally we rely on deposits, repayments of loans and leases, and repayments of our investment securities as our primary sources of funds. Our principal deposit sources include consumer, commercial and public funds customers in our markets. We have used these funds, together with wholesale deposit sources such as brokered deposits, along with FHLB advances, federal funds purchased and other sources of short-term borrowings, to make loans and leases, acquire investment securities and other assets and to fund continuing operations.

Deposit levels may be affected by a number of factors, including rates paid by competitors, general interest rate levels, returns available to customers on alternative investments, general economic and market conditions and other factors. Loan and lease repayments are generally a relatively stable source of funds but are subject to the borrowers’ and lessees’ ability to repay the loans and leases, which can be adversely affected by a number of factors including changes in general economic conditions, adverse trends or events affecting business industry groups or specific businesses, declines in real estate values or markets, business closings or lay-offs, inclement weather, natural disasters and other factors. Furthermore, loans and leases generally are not readily convertible to cash. Accordingly, we may be required from time to time to rely on secondary sources of liquidity to meet growth in loans and leases and deposit withdrawal demands or otherwise fund operations. Such secondary sources include wholesale deposit sources, FHLB advances, secured and unsecured federal funds lines of credit from correspondent banks, FRB borrowings and/or accessing the capital markets.

At ~~March 31,~~June 30, 2015, we had substantial unused borrowing availability. This availability was primarily comprised of the following four options: (1) ~~$1.16~~$1.66 billion of available blanket borrowing capacity with the FHLB, (2) ~~$60~~$137 million of investment securities available to pledge for federal funds or other borrowings, (3) ~~$144~~$170 million of available unsecured federal funds borrowing lines and (4) up to ~~$205~~$149 million of available borrowing capacity from borrowing programs of the FRB.

We anticipate we will continue to rely primarily on deposits, repayments of loans and leases and repayments of our investment securities to provide liquidity, as well as other funding sources as appropriate. Additionally, where necessary, the sources of borrowed funds described above will be used to augment our primary funding sources.

Sources and Uses of Funds.Operating activities provided net cash of ~~$45.8~~$44.9 million infor the first ~~quarter~~six months of 2015 and ~~$18.2~~$20.1 million infor the first ~~quarter~~six months of 2014. Net cash used or provided by operating activities is comprised primarily of net income, adjusted for non-cash items and for changes in various operating assets and liabilities.

Investing activities ~~provided~~used net cash of ~~$227.4~~$39.2 million in the first ~~quarter~~six months of 2015 ~~compared to $38.4~~and used $118.8 million in the first ~~quarter~~six months of 2014. The ~~increase~~decrease in net cash ~~provided~~used by investing activities of ~~$188.9~~$79.6 million was primarily the result of the net cash of $274.3 million received in the Intervest acquisition. Additionally, the net activity in our investment securities portfolio provided ~~$80.3~~$76.8 million during the first ~~quarter~~six months of 2015 ~~and used $3.8~~compared to $43.0 million during the first ~~quarter~~six months of 2014. ~~During the first quarter of 2015, we sold certain of our longer term municipal bonds resulting in net sales proceeds of $30.1 million. Additionally, the~~The current low interest rate environment has resulted in many issuers of investment securities, particularly tax-exempt municipal securities, to call higher rate securities and refinance such securities at lower interest rates. The investing cash flow provided by our Intervest transaction and investment securities portfolio was partially offset by investing activities cash flow used to purchase $85.0 million in BOLI policies during the first six months of 2015 compared to no BOLI purchases during the first six months of 2014 and investing activities cash flow used to fund the continued growth in our loan and lease portfolio, which used ~~$142.1~~$338.0 million in the first ~~quarter~~six months of 2015 compared to ~~$61.4~~$332.3 million in the first ~~quarter~~six months of 2014.

Financing activities provided ~~$5.5~~$359.0 million and $13.4 million in the first ~~quarter~~six months of 2015 and ~~used $64.2 million in the first quarter of 2014.~~2014, respectively. The increase in net cash provided by financing activities was primarily the result of an increase in net cash provided by our deposit activities, which provided ~~$35.6~~$406.3 million during the first ~~quarter~~six months of 2015 to help fund our loan and lease ~~growth. Our deposit activities used $56.7~~growth compared to $41.2 million of net cash provided during the first ~~quarter~~six months of 2014. This increase in financing activities cash flows provided by our deposit activities was partially offset by our ~~prepaying~~repayment of ~~$30.0~~other borrowings, which used $31.4 million ~~of our highest fixed rate callable FHLB advances~~ during the first ~~quarter~~six months of 2015.

Off-Balance Sheet Commitments.We are party to financial instruments with off-balance sheet risk in the normal course of business to meet the financing needs of our customers. These financial instruments primarily include commitments to extend credit and standby letters of credit. See Note 9 to the Consolidated Financial Statements for more information about our outstanding guarantees and commitments as of ~~March 31,~~June 30, 2015.

De Novo Growth.In 2014 we opened loan production offices for our Real Estate Specialties Group, or RESG, in Houston, Texas and in Los Angeles, California. We also opened a third retail banking office in Bradenton, Florida, a retail banking office in Cornelius, North Carolina and a retail banking office in Hilton Head Island, South Carolina. In the second half of 2015, we expect to open our fourth retail banking office in Houston, Texas and a loan production office in Greensboro, North Carolina. During 2016, we expect to open our first retail banking office in Siloam Springs in northwest Arkansas, ~~and~~ our second retail banking office in Springdale, ~~Arkansas.~~Arkansas, our third retail banking office in Fayetteville, Arkansas and our first retail banking office in McKinney, Texas.

We intend to continue our growth andde novo branching strategy in the future years through the opening of additional branches and loan production ~~offices as our needs and resources permit.~~offices. Opening new offices is subject to local banking market conditions, availability of suitable sites, hiring qualified personnel, obtaining regulatory and other approvals and many other conditions and contingencies that we cannot predict with certainty. We may increase or decrease our expected number of new office openings as a result of a variety of factors including our financial results, changes in economic or competitive conditions, strategic opportunities or other factors.

During the first ~~quarter~~six months of 2015, we spent ~~$4.0~~$9.7 million on capital expenditures for premises and equipment. Our capital expenditures for 2015 are expected to be in the range of $15 million to ~~$30~~$25 million, including progress payments on construction projects expected to be completed in 2015 and 2016, furniture and equipment costs and acquisition of sites for future development. Actual expenditures may vary significantly from those expected, depending on the number and cost of additional branch offices acquired or constructed and sites acquired for future development, progress or delays encountered on ongoing and new construction projects, delays in or inability to obtain required approvals, potential premises and equipment expenditures associated with acquisitions, if any, and other factors.

Acquisitions.We have shown substantial growth through a combination of organic growth and acquisitions. Since 2010, we have completed 1213 acquisitions, including seven FDIC-assisted ~~transactions, and on May 6, 2015, we announced our 13th acquisition.~~transactions.

On February 10, 2015, we completed our acquisition of Intervest and its wholly-owned bank subsidiary Intervest National Bank, headquartered in New York, New York. The acquisition of Intervest added seven full service banking offices including one in New York City, five in Clearwater, Florida and one in Pasadena, Florida.

On ~~May 6,~~August 5, 2015, we ~~entered into a definitive agreement and plan~~completed our acquisition of ~~merger and reorganization (the “BCAR Agreement”) with~~ Bank of the Carolinas Corporation (“BCAR”) and its wholly-owned bank subsidiary Bank of the Carolinas, headquartered in Mocksville, North ~~Carolina, whereby the Company will acquire all~~Carolina. The acquisition of ~~the outstanding common stock of BCAR. Bank of the Carolinas operates~~BCAR added eight full service banking offices in North Carolina, including one each in Advance, Asheboro, Concord, Harrisburg, Landis, Lexington, Mocksville and Winston-Salem. Upon the closing of the transaction, which is expected to occur in the third quarter of 2015, BCAR will merge into the Company and Bank of the Carolinas will merge into the Bank. Completion of the transaction is subject to certain closing conditions, including receipt of customary regulatory approvals and the approval of BCAR shareholders.

We expect to continue growing through both ourde novo branching strategy and traditional acquisitions. With respect to ourde novo branching strategy, futurede novo branches are expected to be focused ~~primarily~~ in states where we currently have banking offices and we expect to begin focusing on larger markets and MSAs across the U.S. where we currently do not have offices. Future RESG loan production offices are expected to be focused in strategically important markets (most likely Washington, D.C., Seattle, Boston and Chicago). With respect to traditional acquisitions, we are seeking acquisitions that are either immediately accretive to book value, tangible book value, ~~net income~~ and diluted earnings per share, or strategic in location, or both.

See Note 1618 to the Consolidated Financial Statements for a discussion of certain recently issued and recently adopted accounting pronouncements.

Interest rate risk results from timing differences in the repricing of assets and liabilities or from changes in relationships between interest rate indexes. Our interest rate risk management is the responsibility of ALCO, which reports to the board of directors.

We regularly review our exposure to changes in interest rates. Among the factors considered are changes in the mix of interest earning assets and interest bearing liabilities, interest rate spreads and repricing periods. Typically, ALCO reviews on at least a quarterly basis our relative ratio of rate sensitive assets (“RSA”) to rate sensitive liabilities (“RSL”) and the related cumulative gap for different time periods. However, the primary tool used by ALCO to analyze our interest rate risk and interest rate sensitivity is an earnings simulation model.

This earnings simulation modeling process projects a baseline net interest income (assuming no changes in interest rate levels) and estimates changes to that baseline net interest income resulting from changes in interest rate levels. We rely primarily on the results of this model in evaluating our interest rate risk. This model incorporates a number of additional factors including: (1) the expected exercise of call features on various assets and liabilities, (2) the expected rates at which various RSA and RSL will reprice, (3) the expected growth in various interest earning assets and interest bearing liabilities and the expected interest rates on new assets and liabilities, (4) the expected relative movements in different interest rate indexes which are used as the basis for pricing or repricing various assets and liabilities, (5) existing and expected contractual cap and floor rates on various assets and liabilities, (6) expected changes in administered rates on interest bearing transaction, savings, money market and time deposit accounts and the expected impact of competition on the pricing or repricing of such accounts, (7) the timing and amount of cash flows expected to be received on purchased loans and (8) other relevant factors. Inclusion of these factors in the model is intended to more accurately project our expected changes in net interest income resulting from interest rate changes. We typically model our change in net interest income assuming interest rates go up 100 bps, up 200 bps, up 300 bps, up 400 bps, down 100 bps, down 200 bps, down 300 bps and down 400 bps. Based on current conditions, we believe that modeling our change in net interest income assuming interest rates go down 100 bps, down 200 bps, down 300 bps and down 400 bps is not meaningful. For purposes of this model, we have assumed that the change in interest rates phases in over a 12-month period. While we believe this model provides a reasonably accurate projection of our interest rate risk, the model includes a number of assumptions and predictions which may or may not be correct and may impact the model results. These assumptions and predictions include inputs to compute baseline net interest income, growth rates, expected changes in administered rates on interest bearing deposit accounts, competition and a variety of other factors that are difficult to accurately predict. Accordingly, there can be no assurance the earnings simulation model will accurately reflect future results.

The following table presents the earnings simulation model’s projected impact of a change in interest rates on the projected baseline net interest income for the 12-month period commencing ~~April~~July 1, 2015. This change in interest rates assumes parallel shifts in the yield curve and does not take into account changes in the slope of the yield curve or the impact of any possible future acquisitions.

In the event of a shift in interest rates, management may take certain actions intended to mitigate the negative impact to net interest income or to maximize the positive impact to net interest income. These actions may include, but are not limited to, restructuring of interest earning assets and interest bearing liabilities, seeking alternative funding sources or investment opportunities and modifying the pricing or terms of loans, leases and deposits.

An evaluation as of the end of the period covered by this quarterly report was carried out under the supervision and with the participation of our management, including our Chairman and Chief Executive Officer and our Chief Financial Officer and Chief Accounting Officer, of the effectiveness of the design and operation of our “disclosure controls and procedures,” which are defined under SEC rules as controls and other procedures of a company that are designed to ensure that information required to be disclosed by a company in the reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported within required time periods. Based upon that evaluation, our Chairman and Chief Executive Officer and our Chief Financial Officer and Chief Accounting Officer concluded that our disclosure controls and procedures were effective.

Our management, including our Chairman and Chief Executive Officer and our Chief Financial Officer and Chief Accounting Officer, has evaluated any changes in our internal control over financial reporting that occurred during the quarterly period covered by this report and has concluded that there were no changes during the quarterly period covered by this report that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

On January 5, 2012, the Company and the Bank were served with a summons and complaint filed on December 19, 2011, in the Circuit Court of Lonoke County, Arkansas, Division III, styledRobert Walker, Ann B. Hines and Judith Belk vs. Bank of the Ozarks, Inc. and Bank of the Ozarks, Case No. CV-2011-777. In addition, on December 21, 2012, the Bank was served with a summons and complaint filed on December 20, 2012, in the Circuit Court of Pulaski County, Arkansas, Ninth Division, styledAudrey Muzingo v. Bank of the Ozarks, Case No. 60 CV-12-6043. The complaint in each case alleges that the Company and/or Bank have harmed the plaintiffs, current or former customers of the Bank, by improper, unfair, and unconscionable assessment and collection of excessive overdraft fees from the plaintiffs. According to the complaints, plaintiffs claim that the Bank employs sophisticated software to automate its overdraft system, and that this system unfairly and inequitably manipulates and alters customers’ transaction records in order to maximize overdraft penalties, particularly utilizing a practice of posting of items in “high-to-low” order, despite the actual sequence in which such items are presented for payment. Plaintiffs claim that the Bank’s deposit agreements with customers do not adequately disclose the Bank’s overdraft assessment policies and are ambiguous, deceptive, unfair, and misleading. The complaint in each case alleges that these actions and omissions constitute breach of contract, breach of the implied covenant of good faith and fair dealing, unconscionable conduct, conversion, unjust enrichment, and violation of the Arkansas Deceptive Trade Practices Act. The complaint in theWalker case also includes a count for conversion. Each of the complaints seeks to have the cases certified by the court as a class action for all Bank account holders similarly situated, and seeks a declaratory judgment as to the wrongful nature of the Bank’s overdraft fee policies, restitution of overdraft fees paid by the plaintiffs and the putative class (defined as all Bank customers residing in Arkansas) as a result of the actions cited in the complaints, disgorgement of profits as a result of the alleged wrongful actions, and unspecified compensatory and statutory or punitive damages, together with pre-judgment interest, costs, and plaintiffs’ attorneys’ fees.

The Company and Bank filed a motion to dismiss and to compel arbitration in theWalker case. The trial court denied the motion and found that the arbitration provision contained in the controlling Consumer Deposit Account Agreement was unconscionable and thus unenforceable on the grounds that the provision was the result of unequal bargaining power. The Company and Bank appealed the trial court’s ruling to the Arkansas Court of Appeals on an interlocutory basis. On September 18, 2013, a three-judge panel of the Arkansas Court of Appeals reversed the trial court’s ruling and remanded the case to the trial court for the purpose of entering an order compelling arbitration. On October 7, 2013, the plaintiffs filed petitions for reconsideration and review before the Arkansas Court of Appeals and Arkansas Supreme Court, respectively. On October 30, 2013, the Arkansas Court of Appeals denied the plaintiffs’ petition for reconsideration. In January 2014, the Arkansas Supreme Court granted the plaintiff’s petition for review. Oral arguments were presented to the Arkansas Supreme Court on May 1, 2014. On May 15, 2014, the Arkansas Supreme Court vacated the Arkansas Court of Appeals’ decision, reversing and remanding the case to the trial court to determine, in the first instance, whether there is a valid agreement to arbitrate disputes between the named plaintiffs and the Bank.

An evidentiary hearing was conducted by the trial court on the arbitration issue on October 1, 2014, and the trial court took the matter under advisement. On October 30, 2014, the trial court issued an order once again denying the Company and Bank’s motion to dismiss and to compel arbitration. The trial court ruled that the Consumer Deposit Account Agreement containing the arbitration provision was not enforceable because of a lack of mutual agreement and lack of mutual obligation. The Company and Bank have appealed the trial court’s ruling to the Arkansas Supreme Court on an interlocutory basis. The Company and Bank filed their initial appellate brief on April 14, 2015. The plaintiffs filed their appellate brief on May 14, 2015, and the Company and the Bank filed their reply brief on May 29, 2015. The Arkansas Supreme Court has determined that oral arguments are unnecessary. A ruling from the Arkansas Supreme Court is expected in September or October of 2015.

The Plaintiff in theMuzingo case has agreed to stay the proceedings in that case pending the outcome of the appeal in theWalker case. The Company and the Bank believe the Plaintiffs’ claims in each of these cases are unfounded and subject to meritorious defenses and intend to vigorously defend against these claims.

The Company is party to various other legal proceedings, as both plaintiff and defendant, arising in the ordinary course of business, including claims of lender liability, broken promises, and other similar lending-related claims. While the ultimate resolution of these various claims and proceedings cannot be determined at this time, management of the Company believes that such claims and proceedings, individually or in the aggregate, will not have a material adverse effect on the future results of operations, financial condition, or liquidity of the Company.

There were no material changes from the risk factors set forth under Part I, Item 1A of ~~its~~the Company’s Annual Report on Form 10-K for the year ended December 31, 2014.

We had no unregistered sales of equity securities and did not purchase any shares of our common stock during the period covered by this report.

Reference is made to the Exhibit Index set forth immediately following the signature page of this report.

Pursuant to the requirements of the Securities and Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.



32.1		Certification of Chairman and Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, furnished herewith.

32.2		Certification of Chief Financial Officer and Chief Accounting Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, furnished herewith.



101.INS		XBRL Instance Document

101.SCH		XBRL Taxonomy Extension Schema

101.CAL		XBRL Taxonomy Extension Calculation Linkbase

101.DEF		XBRL Taxonomy Definition Linkbase

101.LAB		XBRL Extension Label Linkbase

101.PRE		XBRL Taxonomy Extension Presentation Linkbase


ARKANSAS		71-0556208
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer
~~incorporation or organization)~~		Identification Number)


17901 CHENAL PARKWAY, LITTLE ROCK, ARKANSAS		72223
(Address of principal executive offices)		(Zip Code)


Class		Outstanding at ~~April 30,~~July 31, 2015
Common Stock, $0.01 par value per share		~~86,773,975~~86,813,057



PART I.	Financial Information

Item 1.	Financial Statements

	Consolidated Balance Sheets as of ~~March 31,~~June 30, 2015 and 2014 and December 31, 2014	1

	Consolidated Statements of Income for the Three Months Ended ~~March 31,~~June 30, 2015 and 2014 and for the Six Months Ended June 30, 2015 and 2014	2

	Consolidated Statements of Comprehensive Income for the Three Months Ended ~~March 31,~~June 30, 2015 and 2014 and for the Six Months Ended June 30, 2015 and 2014	3

	Consolidated Statements of Stockholders’ Equity for the ~~Three~~Six Months Ended ~~March 31,~~June 30, 2015 and 2014	4

	Consolidated Statements of Cash Flows for the ~~Three~~Six Months Ended ~~March 31,~~June 30, 2015 and 2014	5

	Notes to Consolidated Financial Statements	6

Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	31	33

Item 3.	Quantitative and Qualitative Disclosures About Market Risk	63	65

Item 4.	Controls and Procedures	64	66

PART II.	Other Information

Item 1.	Legal Proceedings	65	67

Item 1A.	Risk Factors	66	68

Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	66	68

Item 3.	Defaults Upon Senior Securities	66	68

Item 4.	Mine Safety Disclosures	66	68

Item 5.	Other Information	66	68

Item 6.	Exhibits	66	68

Signature		6769

Exhibit Index		6870


a-		Adjustment reflects the fair value adjustment based on the pricing of the acquired investment securities portfolio.


	As Previously Reported		Recast Adjustment			As Recast
	(Dollars in thousands)

Purchased loans	$	2,042,164	$	4,393		$	2,046,557
Net deferred tax asset		63,483		(985	)		62,498
Goodwill		125,603		(2,719	)		122,884
Income taxes receivable		689		(689	)		0


	Three Months Ended March 31, 2015
Outstanding – January 1, 2015		444,700
Granted		243,300
Forfeited		(27,250	)
Vested		0

Outstanding – March 31, 2015		660,750

Weighted-average grant date fair value	$	25.22


Level 1	–	Quoted prices for identical instruments in active markets.

Level 2	–	Quoted prices for similar instruments in active markets; quoted prices for identical or similar instruments in markets that are not active; and model-derived valuations whose inputs are observable.

Level 3	–	Instruments whose inputs are unobservable.


~~Description~~	~~Fair Value at~~ ~~March 31, 2015~~	~~Technique~~	~~Unobservable Inputs~~
~~(Dollars in thousands)~~
~~Impaired non-purchased loans and leases~~	~~$12,574~~	~~Third party appraisal~~⁽¹⁾ ~~or discounted cash flows~~	~~1. Management discount based on underlying collateral characteristics and market conditions~~ ~~2. Life of loan~~
~~Impaired purchased loans~~	~~$14,147~~	~~Third party appraisal~~⁽¹⁾~~and/or discounted cash flows~~	~~1. Management discount based on underlying collateral characteristics and market conditions~~ ~~2. Life of loan~~
~~Foreclosed assets~~	~~$32,094~~	~~Third party appraisal,~~⁽¹⁾ ~~broker price opinions and/or discounted cash flows~~	~~1. Management discount based on asset characteristics and market conditions~~ ~~2. Discount rate~~ ~~3. Holding period~~


Description	Fair Value at June 30, 2015		Technique	Unobservable Inputs
(Dollars in thousands)
Impaired non-purchased loans and leases	$	12,807	Third party appraisal⁽¹⁾ or discounted cash flows	1.	Management discount based on underlying collateral characteristics and market conditions
				2.	Life of loan

Impaired purchased loans	$	12,347	Third party appraisal⁽¹⁾and/or discounted cash flows	1.	Management discount based on underlying collateral characteristics and market conditions
				2.	Life of loan

Foreclosed assets	$	25,973	Third party appraisal,⁽¹⁾ broker price opinions and/or discounted cash flows	1.	Management discount based on asset characteristics and market conditions
				2.	Discount rate
				3.	Holding period


	Three Months Ended March 31, 2015 Over Three Months Ended March 31, 2014
	Volume			Yield/ Rate			Net Change
	(Dollars in thousands)
Increase (decrease) in:
Interest income – FTE:
Interest earning deposits and federal funds sold	$	5		$	1		$	6
Investment securities:
Taxable		788			337			1,125
Tax-exempt – FTE		955			(537	)		418
Non-purchased loans and leases – FTE		17,696			(676	)		17,020
Purchased loans		18,512			(2,537	)		15,975

Total interest income – FTE		37,956			(3,412	)		34,544

Interest expense:
Savings and interest bearing transaction		503			(20	)		483
Time deposits of $100,000 or more		848			215			1,063
Other time deposits		280			130			410
Repurchase agreements with customers		3			2			5
Other borrowings		(831	)		(121	)		(952	)
Subordinated debentures		216			80			296

Total interest expense		1,019			286			1,305

Increase (decrease) in net interest income – FTE	$	36,937		$	(3,698	)	$	33,239


	Three Months Ended June 30, 2015 Over Three Months Ended June 30, 2014									Six Months Ended June 30, 2015 Over Six Months Ended June 30, 2014
				Yield/			Net						Yield/			Net
	Volume			Rate			Change			Volume			Rate			Change
	(Dollars in thousands)
Increase (decrease) in:
Interest income – FTE:
Interest earning deposits and federal funds sold	$	(59	)	$	42		$	(17	)	$	(40	)	$	29		$	(11	)
Investment securities:
Taxable		347			93			440			1,118			448			1,566
Tax-exempt – FTE		(750	)		(46	)		(796	)		235			(613	)		(378	)
Non-purchased loans and leases – FTE		19,762			135			19,897			37,458			(538	)		36,920
Purchased loans		15,401			(4,767	)		10,634			33,745			(7,136	)		26,609

Total interest income – FTE		34,701			(4,543	)		30,158			72,516			(7,810	)		64,706


Interest expense:
Savings and interest bearing transaction		390			(23	)		367			893			(42	)		851
Time deposits of $100,000 or more		839			253			1,092			1,686			469			2,155
Other time deposits		398			233			631			675			365			1,040
Repurchase agreements with customers		3			4			7			6			5			11
Other borrowings		(1,065	)		(185	)		(1,250	)		(1,900	)		(301	)		(2,201	)
Subordinated debentures		432			109			541			642			194			836

Total interest expense		997			391			1,388			2,002			690			2,692

Increase (decrease) in net interest income – FTE	$	33,704		$	(4,934	)	$	28,770		$	70,514		$	(8,500	)	$	62,014


Shift in Interest Rates ~~(in~~ (in bps)		% Change in Projected Baseline Net Interest Income
+400		~~9.5%~~11.6%
+300		~~6.7~~ 8.3
+200		~~4.0~~ 5.0
+100		~~1.7~~ 2.2
-100		Not meaningful
-200		Not meaningful
-300		Not meaningful
-400		Not meaningful


		Bank of the Ozarks, Inc.

DATE: ~~May 8,~~August 7, 2015		/s/ Greg McKinney
		Greg McKinney
		Chief Financial Officer and
		Chief Accounting Officer
	(Principal Financial Officer and Authorized Officer)


Exhibit Number

2.1		Agreement and Plan of Merger among Bank of the Ozarks, Inc., Bank of the Ozarks, Summit Bancorp, Inc. and Summit Bank, dated as of January 30, 2014 (previously filed as Exhibit 2.1 to the Company’s Current Report on Form 8-K filed with the Commission on January 30, 2014, and incorporated herein by this reference).

2.2		Agreement and Plan of Merger among Bank of the Ozarks, Inc., Bank of the Ozarks, Intervest Bancshares Corporation and Intervest National Bank, dated as of July 31, 2014 (previously filed as Exhibit 2.1 to the Company’s Current Report on Form 8-K filed with the Commission on July 31, 2014, and incorporated herein by this reference).

3.1		Amended and Restated Articles of Incorporation of Bank of the Ozarks, Inc., dated May 22, 1997 (previously filed as Exhibit 3.1 to the Company’s Registration Statement on Form S-1 filed with the Commission on May 22, 1997, as amended, Commission File No. 333-27641, and incorporated herein by this reference).

3.2		Articles of Amendment to the Amended and Restated Articles of Incorporation of Bank of the Ozarks, Inc. dated December 9, 2003 (previously filed as Exhibit 3.2 to the Company’s Annual Report on Form 10-K filed with the Commission on March 12, 2004 for the year ended December 31, 2003, and incorporated herein by this reference).

3.3		Articles of Amendment to the Amended and Restated Articles of Incorporation of Bank of the Ozarks, Inc. dated December 10, 2008 (previously filed as Exhibit 3.1 to the Company’s Current Report on Form 8-K filed with the Commission on December 10, 2008, and incorporated herein by this reference).

3.4		Articles of Amendment to the Amended and Restated Articles of Incorporation of Bank of the Ozarks, Inc. dated May 19, 2014 (previously filed as Exhibit 3.1 to the Company’s Current Report on Form 8-K filed with the Commission on May 20, 2014).

3.5		Amended and Restated Bylaws of Bank of the Ozarks, Inc., dated November 18, 2014 (previously filed as Exhibit 3.1 to the Company’s Current Report on Form 8-K filed with the Commission on November 21, 2014, and incorporated herein by this reference).

10.1*		Bank of the Ozarks, Inc. Amended and Restated Stock Option Plan, effective May 18, 2015 ~~Stock-Based Performance Award Plan~~ (previously filed as Exhibit 10.1 to the Company’s Current Report on Form 8-K filed with the Commission on ~~January 16,~~May 18, 2015 and incorporated herein by this reference).

10.2*		~~Bank~~Form of Stock Option Grant Agreement, effective May 18, 2015, for employees under the ~~Ozarks, Inc. 2015 Executive Cash Bonus~~Amended and Restated Stock Option Plan (previously filed as Exhibit 10.2 to the Company’s Current Report on Form 8-K filed with the Commission on ~~January 16,~~May 18, 2015 and incorporated herein by this reference)

10.3*		Bank of the Ozarks, Inc. Non-Employee Director Stock Plan, effective May 18, 2015 (previously filed as Exhibit 10.3 to the Company’s Current Report on Form 8-K filed with the Commission on May 18, 2015 and incorporated herein by this reference).

11.1		Earnings Per Share Computation (included in Note 4 to the Consolidated Financial Statements).

12.1		Computation of Ratios of Earnings to Fixed Charges, filed herewith.

31.1		Certification of Chairman and Chief Executive Officer, pursuant to Section 302 of the Sarbanes Oxley Act of 2002, filed herewith.

31.2		Certification of Chief Financial Officer and Chief Accounting Officer, pursuant to Section 302 of the Sarbanes Oxley Act of 2002, filed herewith.

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