Mergers and Acquisitions (Tables)

12 Months Ended

Dec. 31, 2018

Summary of assets acquired and liabilities assumed

Fair values were determined in accordance with the guidance provided in ASC Topic 820, Fair Value Measurements, as of the merger date as presented in the following table.



(Dollars in thousands)
Consideration paid:
Stock	$	1,504,811
Cash	107,638
Total consideration	$	1,612,449

Fair value of identifiable assets acquired:
Cash and cash equivalents	$	433,352
Investment securities:
Available-for-sale	808,894
Held-to-maturity	1,657
Loans held-for-sale	244,916
Loans	4,882,402
Premises and equipment	38,793
Loan servicing rights	42,462
Other intangible assets	19,088
Interest receivable and other assets	395,539
Total identifiable assets acquired	$	6,867,103

Fair value of liabilities assumed:
Noninterest-bearing deposits	$	1,236,902
Interest-bearing deposits	4,057,716
Interest payable and other liabilities	100,936
Securities sold under agreements to repurchase with customers	19,704
Short-term borrowings	387,500
Long-term borrowings	299,597
Total liabilities assumed	$	6,102,355

Fair value of net identifiable assets acquired	$	764,748
Goodwill resulting from acquisition	$	847,701

Information regarding acquired loans accounted for under ASC 310-30

Information regarding loans accounted for under ASC 310-30 at the merger date is as follows:



(Dollars in thousands)
Accounted for under ASC 310-30:
Contractual cash flows	$	5,968,488
Contractual cash flows not expected to be collected (nonaccretable difference)	223,959
Expected cash flows	5,744,529
Interest component of expected cash flows (accretable yield)	862,127
Fair value at acquisition	$	4,882,402

Pro forma financial information

The following unaudited pro forma financial information presents the consolidated results of operation of the Corporation and Talmer as if the merger had occurred as of January 1, 2015. The unaudited pro forma combined results of operations are presented solely for information purposes and are not intended to represent or be indicative of the consolidated results of operations that Chemical would have reported had these transactions been completed as of the dates and for the periods presented, nor are they necessarily indicative of future results. In particular, no adjustments have been made to eliminate the amount of Talmer's provision for loan losses incurred prior to the acquisition date that would not have been necessary had the acquired loans been recorded at fair value as of the beginning of each period indicated. In accordance with Article 11 of SEC Regulation S-X, transaction costs directly attributable to the acquisitions have been excluded.



	Years ended December 31,
(In thousands, except per share data)	2018		2017		2016
Net interest and other income	$	780,869	$	701,597	$	492,323
Net Income	284,020		149,523		115,847
Earnings per share:
Basic	$	3.98	$	2.11	$	1.65
Diluted	$	3.94	$	2.08	$	1.62