NOTE 2 - ACQUISITIONS/DISPOSITIONS

During the years ended December 31, 2016, 2015, and 2014, the Company had the following notable acquisition and disposition:



(Dollars in millions)	Date	Cash (Paid)/Received			Goodwill		Other Intangible Assets			Pre-tax Gain
2016
Acquisition of Pillar	12/15/2016		($197	)		$—		$14	¹		$—
2014
Sale of RidgeWorth	5/30/2014	193			—		—			105

¹ Does not include servicing rights acquired.

Acquisition of Pillar

On December 15, 2016, the Company completed the acquisition of substantially all of the assets of the operating subsidiaries of Pillar Financial, LLC, a multi-family agency lending and servicing company with an originate-to-distribute focus that holds licenses with Fannie Mae, Freddie Mac, and the FHA. The acquired assets include Pillar's multi-family lending business, which is comprised of multi-family affordable housing, health care properties, senior housing, and manufactured housing specialty teams. Additionally, the transaction includes Cohen Financial's commercial real estate investor services business, offering loan administration and advisory services, as well as their commercial mortgage brokerage business.

The Company agreed to pay $197 million in cash and incurred an immaterial amount of acquisition-related costs for the acquisition; however, final cash settlement is to occur within 100 days after the acquisition date as specified in the purchase agreement, to capture any working capital adjustments. The acquisition of Pillar was accounted for using the acquisition method of accounting. The Company performed a preliminary allocation of the purchase price to the underlying assets acquired and liabilities assumed based on their estimated fair values at the date of acquisition, presented in the following table.



(Dollars in millions)	December 15, 2016
Consideration		$197
Pillar purchase price allocation to:
Cash and cash equivalents		$9
LHFI	38
LHFS	182
Commercial mortgage servicing rights	62
Other intangible assets	14
Other assets	8
Other short-term borrowings	(100		)
Other liabilities	(16		)
Identified net assets acquired at fair value		$197

Goodwill		$—

At the date of acquisition, the UPB of LHFI and LHFS acquired were $38 million and $180 million, respectively, and the related contractual cash flows not expected to be collected were immaterial. At December 31, 2016, the valuation analyses of certain intangible assets acquired were not yet finalized. Review of these items will continue during the measurement period and any further changes to the preliminary purchase price allocation will be recognized as the valuations are finalized and final cash settlement occurs, which could change the amount of the preliminary purchase price allocation to goodwill. Additionally, other intangible assets acquired included $62 million of commercial mortgage servicing rights and $14 million related mainly to agency licenses. See Note 9, "Goodwill and Other Intangible Assets," for additional information regarding the identified intangible assets acquired.

The financial results of Pillar from the acquisition date through December 31, 2016 were immaterial and are reflected in the Wholesale Banking segment for the year ended December 31, 2016.

Sale of RidgeWorth

In 2014, the Company completed the sale of RidgeWorth, its asset management subsidiary with approximately $49.1 billion in assets under management. The Company received cash proceeds of $193 million, removed $96 million in net assets and $23 million in noncontrolling interests, and recognized a pre-tax gain of $105 million in connection with the sale, net of transaction-related expenses.

The Company’s results for the year ended December 31, 2014, included $22 million of income before provision for income taxes related to RidgeWorth, excluding the gain on sale, comprised of $81 million of revenue and $59 million of expense. The financial results of RidgeWorth, including the gain on sale, are reflected in the Corporate Other segment for the year ended December 31, 2014.

There were no other material acquisitions or dispositions during the three years ended December 31, 2016.