Fair Values of Assets and Liabilities

The Company measures, monitors and discloses certain of its assets and liabilities on a fair value basis. These financial assets and financial liabilities are measured at fair value in three levels, based on the markets in which the assets and liabilities are traded and the observability of the assumptions used to determine fair value. These levels are:


•	Level 1—unadjusted quoted prices in active markets for identical assets or liabilities.

•

Level 2—inputs other than quoted prices included in Level 1 that are observable for the asset or liability, either directly or indirectly. These include quoted prices for similar assets or liabilities in active markets, quoted prices for identical or similar assets or liabilities in markets that are not active, inputs other than quoted prices that are observable for the asset or liability or inputs that are derived principally from or corroborated by observable market data by correlation or other means.

•

Level 3—significant unobservable inputs that reflect the Company’s own assumptions that market participants would use in pricing the assets or liabilities. Level 3 assets and liabilities include financial instruments whose value is determined using pricing models, discounted cash flow methodologies, or similar techniques, as well as instruments for which the determination of fair value requires significant management judgment or estimation.

A financial instrument’s categorization within the above valuation hierarchy is based upon the lowest level of input that is significant to the fair value measurement. The Company’s assessment of the significance of a particular input to the fair value measurement in its entirety requires judgment, and considers factors specific to the assets or liabilities. Following is a description of the valuation methodologies used for the Company’s assets and liabilities measured at fair value on a recurring basis.

Available-for-sale and trading account securities—Fair values for available-for-sale and trading securities are typically based on prices obtained from independent pricing vendors. Securities measured with these valuation techniques are generally classified as Level 2 of the fair value hierarchy. Typically, standard inputs such as benchmark yields, reported trades for similar securities, issuer spreads, benchmark securities, bids, offers and reference data including market research publications are used to fair value a security. When these inputs are not available, broker/dealer quotes may be obtained by the vendor to determine the fair value of the security. We review the vendor’s pricing methodologies to determine if observable market information is being used, versus unobservable inputs. Fair value measurements using significant inputs that are unobservable in the market due to limited activity or a less liquid market are classified as Level 3 in the fair value hierarchy.

The Company’s Investment Operations Department is responsible for the valuation of Level 3 available-for-sale securities. The methodology and variables used as inputs in pricing Level 3 securities are derived from a combination of observable and unobservable inputs. The unobservable inputs are determined through internal assumptions that may vary from period to period due to external factors, such as market movement and credit rating adjustments.

At June 30, 2016, the Company classified $69.8 million of municipal securities as Level 3. These municipal securities are bond issues for various municipal government entities primarily located in the Chicago metropolitan area and southern Wisconsin and are privately placed, non-rated bonds without CUSIP numbers. The Company’s methodology for pricing the non-rated bonds focuses on three distinct inputs: equivalent rating, yield and other pricing terms. To determine the rating for a given non-rated municipal bond, the Investment Operations Department references a publicly issued bond by the same issuer if available. A reduction is then applied to the rating obtained from the comparable bond, as the Company believes if liquidated, a non-rated bond would be valued less than a similar bond with a verifiable rating. The reduction applied by the Company is one complete rating grade (i.e. a “AA” rating for a comparable bond would be reduced to “A” for the Company’s valuation). In the second quarter of 2016, all of the ratings derived in the above process by Investment Operations were BBB or better, for both bonds with and without comparable bond proxies. The fair value measurement of municipal bonds is sensitive to the rating input, as a higher rating typically results in an increased valuation. The remaining pricing inputs used in the bond valuation are observable. Based on the rating determined in the above process, Investment Operations obtains a corresponding current market yield curve available to market participants. Other terms including coupon, maturity date, redemption price, number of coupon payments per year, and accrual method are obtained from the individual bond term sheets. Certain municipal bonds held by the Company at June 30, 2016 have a call date that has passed, and are now continuously callable. When valuing these bonds, the fair value is capped at par value as the Company assumes a market participant would not pay more than par for a continuously callable bond.

At June 30, 2016, the Company held $25.2 million of equity securities classified as Level 3. The securities in Level 3 are primarily comprised of auction rate preferred securities. The Company’s valuation methodology includes modeling the contractual cash flows of the underlying preferred securities and applying a discount to these cash flows by a market spread derived from the market price of the securities underlying debt. At June 30, 2016, the Company considered three different securities whose implied market spreads were believed to provide a proxy for the Company’s auction rate preferred securities. The market spreads ranged from 2.16%-2.81% with an average of 2.48% which was added to three-month LIBOR to be used as the discount rate input to the Company's model. Fair value of the securities is sensitive to the discount rate utilized as a higher discount rate results in a decreased fair value measurement.

Mortgage loans held-for-sale—The fair value of mortgage loans held-for-sale is determined by reference to investor price sheets for loan products with similar characteristics.

Mortgage servicing rights ("MSRs")—Fair value for MSRs is determined utilizing a valuation model which calculates the fair value of each servicing rights based on the present value of estimated future cash flows. The Company uses a discount rate commensurate with the risk associated with each servicing rights, given current market conditions. At June 30, 2016, the Company classified $13.4 million of MSRs as Level 3. The weighted average discount rate used as an input to value the MSRs at June 30, 2016 was 5.20% with discount rates applied ranging from 3%-6%. The higher the rate utilized to discount estimated future cash flows, the lower the fair value measurement. Additionally, fair value estimates include assumptions about prepayment speeds which ranged from 2%-47% or a weighted average prepayment speed of 11.67% used as an input to value the MSRs at June 30, 2016. Prepayment speeds are inversely related to the fair value of MSRs as an increase in prepayment speeds results in a decreased valuation.

Derivative instruments—The Company’s derivative instruments include interest rate swaps and caps, commitments to fund mortgages for sale into the secondary market (interest rate locks), forward commitments to end investors for the sale of mortgage loans and foreign currency contracts. Interest rate swaps and caps are valued by a third party, using models that primarily use market observable inputs, such as yield curves, and are corroborated by comparison with valuations provided by the respective counterparties. The credit risk associated with derivative financial instruments that are subject to master netting agreements is measured on a net basis by counterparty portfolio. The fair value for mortgage-related derivatives is based on changes in mortgage rates from the date of the commitments. The fair value of foreign currency derivatives is computed based on change in foreign currency rates stated in the contract compared to those prevailing at the measurement date.

Nonqualified deferred compensation assets—The underlying assets relating to the nonqualified deferred compensation plan are included in a trust and primarily consist of non-exchange traded institutional funds which are priced based by an independent third party service.

The following tables present the balances of assets and liabilities measured at fair value on a recurring basis for the periods presented:



	June 30, 2016
(Dollars in thousands)	Total		Level 1		Level 2		Level 3
Available-for-sale securities
U.S. Treasury	$	122,330	$	—	$	122,330	$	—
U.S. Government agencies	69,916		—		69,916		—
Municipal	111,640		—		41,828		69,812
Corporate notes	69,690		—		69,690		—
Mortgage-backed	207,508		—		207,508		—
Equity securities	56,579		—		31,392		25,187
Trading account securities	3,613		—		3,613		—
Mortgage loans held-for-sale	554,256		—		554,256		—
MSRs	13,382		—		—		13,382
Nonqualified deferred compensation assets	9,076		—		9,076		—
Derivative assets	101,052		—		101,052		—
Total	$	1,319,042	$	—	$	1,210,661	$	108,381
Derivative liabilities	$	100,912	$	—	$	100,912	$	—



	December 31, 2015
(Dollars in thousands)	Total		Level 1		Level 2		Level 3
Available-for-sale securities
U.S. Treasury	$	306,729	$	—	$	306,729	$	—
U.S. Government agencies	70,236		—		70,236		—
Municipal	108,595		—		39,982		68,613
Corporate notes	81,545		—		81,545		—
Mortgage-backed	1,092,597		—		1,092,597		—
Equity securities	56,686		—		31,487		25,199
Trading account securities	448		—		448		—
Mortgage loans held-for-sale	388,038		—		388,038		—
MSRs	9,092		—		—		9,092
Nonqualified deferred compensation assets	8,517		—		8,517		—
Derivative assets	51,298		—		51,298		—
Total	$	2,173,781	$	—	$	2,070,877	$	102,904
Derivative liabilities	$	45,019	$	—	$	45,019	$	—



	June 30, 2015
(Dollars in thousands)	Total		Level 1		Level 2		Level 3
Available-for-sale securities
U.S. Treasury	$	281,161	$	—	$	281,161	$	—
U.S. Government agencies	628,660		—		628,660		—
Municipal	269,790		—		211,218		58,572
Corporate notes	128,141		—		128,141		—
Mortgage-backed	800,101		—		800,101		—
Equity securities	54,208		—		29,212		24,996
Trading account securities	1,597		—		1,597		—
Mortgage loans held-for-sale	497,283		—		497,283		—
MSRs	8,034		—		—		8,034
Nonqualified deferred compensation assets	8,778		—		8,778		—
Derivative assets	48,918		—		48,918		—
Total	$	2,726,671	$	—	$	2,635,069	$	91,602
Derivative liabilities	$	40,500	$	—	$	40,500	$	—

The aggregate remaining contractual principal balance outstanding as of June 30, 2016, December 31, 2015 and June 30, 2015 for mortgage loans held-for-sale measured at fair value under ASC 825 was $529.0 million, $372.0 million and $475.9 million, respectively, while the aggregate fair value of mortgage loans held-for-sale was $554.3 million, $388.0 million and $497.3 million, for the same respective periods, as shown in the above tables. There were no nonaccrual loans or loans past due greater than 90 days and still accruing in the mortgage loans held-for-sale portfolio measured at fair value as of June 30, 2016, December 31, 2015 and June 30, 2015.

The changes in Level 3 assets measured at fair value on a recurring basis during the three and six months ended June 30, 2016 and 2015 are summarized as follows:



				Equity securities		Mortgage servicing rights
(Dollars in thousands)	Municipal			Equity securities		Mortgage servicing rights
Balance at April 1, 2016	$	70,242		$	24,054	$	10,128
Total net gains (losses) included in:
Net income ⁽¹⁾	—			—		3,254
Other comprehensive income	113			1,133		—
Purchases	1,003			—		—
Issuances	—			—		—
Sales	—			—		—
Settlements	(1,546		)	—		—
Net transfers into/(out of) Level 3	—			—		—
Balance at June 30, 2016	$	69,812		$	25,187	$	13,382



				Equity securities			Mortgage servicing rights
(Dollars in thousands)	Municipal			Equity securities			Mortgage servicing rights
Balance at January 1, 2016	$	68,613		$	25,199		$	9,092
Total net gains (losses) included in:
Net income ⁽¹⁾	—			—			4,290
Other comprehensive income	100			(12		)	—
Purchases	4,274			—			—
Issuances	—			—			—
Sales	—			—			—
Settlements	(3,175		)	—			—
Net transfers into/(out of) Level 3	—			—			—
Balance at June 30, 2016	$	69,812		$	25,187		$	13,382



				Equity securities		Mortgage servicing rights
(Dollars in thousands)	Municipal			Equity securities		Mortgage servicing rights
Balance at April 1, 2015	$	56,049		$	24,656	$	7,852
Total net gains (losses) included in:
Net income ⁽¹⁾	—			—		182
Other comprehensive income	(713		)	340		—
Purchases	4,175			—		—
Issuances	—			—		—
Sales	—			—		—
Settlements	(939		)	—		—
Net transfers into/(out of) Level 3	—			—		—
Balance at June 30, 2015	$	58,572		$	24,996	$	8,034


(1)	Changes in the balance of MSRs are recorded as a component of mortgage banking revenue in non-interest income.



				Equity securities		Mortgage servicing rights
(Dollars in thousands)	Municipal			Equity securities		Mortgage servicing rights
Balance at January 1, 2015	$	58,953		$	23,711	$	8,435
Total net gains (losses) included in:
Net income ⁽¹⁾	—			—		(401		)
Other comprehensive income	(510		)	1,285		—
Purchases	10,849			—		—
Issuances	—			—		—
Sales	—			—		—
Settlements	(10,720		)	—		—
Net transfers into/(out of) Level 3	—			—		—
Balance at June 30, 2015	$	58,572		$	24,996	$	8,034


(1)	Changes in the balance of MSRs are recorded as a component of mortgage banking revenue in non-interest income.

Also, the Company may be required, from time to time, to measure certain other financial assets at fair value on a nonrecurring basis in accordance with GAAP. These adjustments to fair value usually result from impairment charges on individual assets. For assets measured at fair value on a nonrecurring basis that were still held in the balance sheet at the end of the period, the following table provides the carrying value of the related individual assets or portfolios at June 30, 2016.



	June 30, 2016								Three Months Ended June 30, 2016 Fair Value Losses Recognized, net		Six Months Ended June 30, 2016 Fair Value Losses Recognized, net
(Dollars in thousands)	Total		Level 1		Level 2		Level 3
Impaired loans—collateral based	$	67,837	$	—	$	—	$	67,837	$	3,897	$	6,230
Other real estate owned, including covered other real estate owned ⁽¹⁾	51,046		—		—		51,046		2,293		3,380
Total	$	118,883	$	—	$	—	$	118,883	$	6,190	$	9,610


(1)	Fair value losses recognized, net on other real estate owned include valuation adjustments and charge-offs during the respective period.

Impaired loans—A loan is considered to be impaired when, based on current information and events, it is probable that the Company will be unable to collect all amounts due pursuant to the contractual terms of the loan agreement. A loan modified in a TDR is an impaired loan according to applicable accounting guidance. Impairment is measured by estimating the fair value of the loan based on the present value of expected cash flows, the market price of the loan, or the fair value of the underlying collateral. Impaired loans are considered a fair value measurement where an allowance is established based on the fair value of collateral. Appraised values, which may require adjustments to market-based valuation inputs, are generally used on real estate collateral-dependent impaired loans.

The Company’s Managed Assets Division is primarily responsible for the valuation of Level 3 inputs of impaired loans. For more information on the Managed Assets Division review of impaired loans refer to Note 7 – Allowance for Loan Losses, Allowance for Losses on Lending-Related Commitments and Impaired Loans. At June 30, 2016, the Company had $96.0 million of impaired loans classified as Level 3. Of the $96.0 million of impaired loans, $67.8 million were measured at fair value based on the underlying collateral of the loan as shown in the table above. The remaining $28.1 million were valued based on discounted cash flows in accordance with ASC 310.

Other real estate owned (including covered other real estate owned)—Other real estate owned is comprised of real estate acquired in partial or full satisfaction of loans and is included in other assets. Other real estate owned is recorded at its estimated fair value less estimated selling costs at the date of transfer, with any excess of the related loan balance over the fair value less expected selling costs charged to the allowance for loan losses. Subsequent changes in value are reported as adjustments to the carrying amount and are recorded in other non-interest expense. Gains and losses upon sale, if any, are also charged to other non-interest expense. Fair value is generally based on third party appraisals and internal estimates that are adjusted by a discount representing the estimated cost of sale and is therefore considered a Level 3 valuation.

The Company’s Managed Assets Division is primarily responsible for the valuation of Level 3 inputs for non-covered other real estate owned and covered other real estate owned. At June 30, 2016, the Company had $51.0 million of other real estate owned classified as Level 3. The unobservable input applied to other real estate owned relates to the 10% reduction to the appraisal value representing the estimated cost of sale of the foreclosed property. A higher discount for the estimated cost of sale results in a decreased carrying value.

The valuation techniques and significant unobservable inputs used to measure both recurring and non-recurring Level 3 fair value measurements at June 30, 2016 were as follows:

(Dollars in thousands)

Fair Value

Valuation Methodology

Significant Unobservable Input

Range

of Inputs

Weighted

Average

of Inputs

Impact to valuation

from an increased or

higher input value

Measured at fair value on a recurring basis:

Municipal Securities

69,812

Bond pricing

Equivalent rating

BBB-AA+

N/A

Increase

Equity Securities

25,187

Discounted cash flows

Discount rate

2.16%-2.81%

2.48%

Decrease

MSRs

13,382

Discounted cash flows

Discount rate

3%-6%

5.20%

Decrease

Constant prepayment rate (CPR)

2%-47%

11.67%

Decrease

Measured at fair value on a non-recurring basis:

Impaired loans—collateral based

67,837

Appraisal value

Appraisal adjustment - cost of sale

10%

10.00%

Decrease

Other real estate owned, including covered other real estate owned

51,046

Appraisal value

Appraisal adjustment - cost of sale

10%

10.00%

Decrease

The Company is required under applicable accounting guidance to report the fair value of all financial instruments on the consolidated statements of condition, including those financial instruments carried at cost. The table below presents the carrying amounts and estimated fair values of the Company’s financial instruments as of the dates shown:



	At June 30, 2016				At December 31, 2015				At June 30, 2015
	Carrying		Fair		Carrying		Fair		Carrying		Fair
(Dollars in thousands)	Value		Value		Value		Value		Value		Value
Financial Assets:
Cash and cash equivalents	$	271,575	$	271,575	$	275,795	$	275,795	$	252,209	$	252,209
Interest bearing deposits with banks	693,269		693,269		607,782		607,782		591,721		591,721
Available-for-sale securities	637,663		637,663		1,716,388		1,716,388		2,162,061		2,162,061
Held-to-maturity securities	992,211		1,010,179		884,826		878,111		—		—
Trading account securities	3,613		3,613		448		448		1,597		1,597
FHLB and FRB stock, at cost	121,319		121,319		101,581		101,581		89,818		89,818
Brokerage customer receivables	26,866		26,866		27,631		27,631		29,753		29,753
Mortgage loans held-for-sale, at fair value	554,256		554,256		388,038		388,038		497,283		497,283
Total loans	18,279,903		19,228,691		17,266,790		18,106,829		15,707,060		16,469,518
MSRs	13,382		13,382		9,092		9,092		8,034		8,034
Nonqualified deferred compensation assets	9,076		9,076		8,517		8,517		8,778		8,778
Derivative assets	101,052		101,052		51,298		51,298		48,918		48,918
FDIC indemnification asset	—		—		—		—		3,429		3,429
Accrued interest receivable and other	198,017		198,017		193,092		193,092		178,349		178,349
Total financial assets	$	21,902,202	$	22,868,958	$	21,531,278	$	22,364,602	$	19,579,010	$	20,341,468
Financial Liabilities
Non-maturity deposits	$	15,958,500	$	15,958,500	$	14,634,957	$	14,634,957	$	13,145,542	$	13,145,542
Deposits with stated maturities	4,083,250		4,086,350		4,004,677		3,998,180		3,936,876		3,937,146
FHLB advances	588,055		597,568		853,431		863,437		435,721		448,870
Other borrowings	252,611		252,611		265,785		265,785		261,674		261,674
Subordinated notes	138,915		141,858		138,861		140,302		138,808		142,810
Junior subordinated debentures	253,566		254,143		268,566		268,046		249,493		250,265
Derivative liabilities	100,912		100,912		45,019		45,019		40,500		40,500
FDIC indemnification liability	11,729		11,729		6,100		6,100		—		—
Accrued interest payable	6,175		6,175		7,394		7,394		6,827		6,827
Total financial liabilities	$	21,393,713	$	21,409,846	$	20,224,790	$	20,229,220	$	18,215,441	$	18,233,634

Not all the financial instruments listed in the table above are subject to the disclosure provisions of ASC Topic 820, as certain assets and liabilities result in their carrying value approximating fair value. These include cash and cash equivalents, interest bearing deposits with banks, brokerage customer receivables, FHLB and FRB stock, FDIC indemnification asset and liability, accrued interest receivable and accrued interest payable and non-maturity deposits.

The following methods and assumptions were used by the Company in estimating fair values of financial instruments that were not previously disclosed.

Held-to-maturity securities. Held-to-maturity securities include U.S. Government-sponsored agency securities and municipal bonds issued by various municipal government entities primarily located in the Chicago metropolitan area and southern Wisconsin. Fair values for held-to-maturity securities are typically based on prices obtained from independent pricing vendors. In accordance with ASC 820, the Company has categorized held-to-maturity securities as a Level 2 fair value measurement.

Loans. Fair values are estimated for portfolios of loans with similar financial characteristics. Loans are analyzed by type such as commercial, residential real estate, etc. Each category is further segmented by interest rate type (fixed and variable) and term. For variable-rate loans that reprice frequently, estimated fair values are based on carrying values. The fair value of residential loans is based on secondary market sources for securities backed by similar loans, adjusted for differences in loan characteristics. The fair value for other fixed rate loans is estimated by discounting scheduled cash flows through the estimated maturity using estimated market discount rates that reflect credit and interest rate risks inherent in the loan. The primary impact of credit risk on the present value of the loan portfolio, however, was assessed through the use of the allowance for loan losses, which is believed to represent the current fair value of probable incurred losses for purposes of the fair value calculation. In accordance with ASC 820, the Company has categorized loans as a Level 3 fair value measurement.

Deposits with stated maturities. The fair value of certificates of deposit is based on the discounted value of contractual cash flows. The discount rate is estimated using the rates currently in effect for deposits of similar remaining maturities. In accordance with ASC 820, the Company has categorized deposits with stated maturities as a Level 3 fair value measurement.

FHLB advances. The fair value of FHLB advances is obtained from the FHLB which uses a discounted cash flow analysis based on current market rates of similar maturity debt securities to discount cash flows. In accordance with ASC 820, the Company has categorized FHLB advances as a Level 3 fair value measurement.

Subordinated notes. The fair value of the subordinated notes is based on a market price obtained from an independent pricing vendor. In accordance with ASC 820, the Company has categorized subordinated notes as a Level 2 fair value measurement.

Junior subordinated debentures. The fair value of the junior subordinated debentures is based on the discounted value of contractual cash flows. In accordance with ASC 820, the Company has categorized junior subordinated debentures as a Level 3 fair value measurement.