Fair Value Measurements

ASC Topic 820, “Fair Value Measurement,” defines fair value, establishes a framework for measuring fair value including a three‑level valuation hierarchy, and expands disclosures about fair value measurements. Fair value is defined as the exchange 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 reflecting assumptions that a market participant would use when pricing an asset or liability. The hierarchy uses three levels of inputs to measure the fair value of assets and liabilities as follows:


•	Level 1: Quoted prices (unadjusted) for identical assets or liabilities in active markets.

•

Level 2: Observable inputs other than Level 1, including quoted prices for similar assets and liabilities in active markets, quoted prices in less active markets, or other observable inputs that can be corroborated by observable market data, either directly or indirectly, for substantially the full term of the financial instrument. This category generally includes government agency and government‑sponsored enterprise securities.

•

Level 3: Inputs to a valuation methodology that are unobservable, supported by little or no market activity, and significant to the fair value measurement. These valuation methodologies generally include pricing models, discounted cash flow models, or a determination of fair value that requires significant management judgment or estimation. This category also includes observable inputs from a pricing service not corroborated by observable market data, and includes our covered private label CMOs.

We use fair value to measure certain assets and liabilities on a recurring basis, primarily securities available‑for‑sale and derivatives. For assets measured at the lower of cost or fair value, the fair value measurement criteria may or may not be met during a reporting period and such measurements are therefore considered “nonrecurring” for purposes of disclosing our fair value measurements. Fair value is used on a nonrecurring basis to adjust carrying values for impaired loans and other real estate owned and also to record impairment on certain assets, such as goodwill, core deposit intangibles, and other long‑lived assets.

The following tables present information on the assets measured and recorded at fair value on a recurring basis as of the dates indicated:



	Fair Value Measurements as of
	September 30, 2015
Measured on a Recurring Basis:	Total		Level 1		Level 2		Level 3
	(In thousands)
Securities available‑for‑sale:
Government agency and government‑sponsored enterprise
pass-through securities	$	407,598	$	—	$	407,598	$	—
Government agency and government‑sponsored enterprise
collateralized mortgage obligations	211,419		—		211,419		—
Covered private label CMOs	31,026		—		—		31,026
Other private label CMOs	7,262		—		7,262		—
Municipal securities	858,837		—		858,837		—
Corporate debt securities	47,396		—		47,396		—
Collateralized loan obligations	132,317		—		132,317		—
SBA loan pool securities	51,548		—		51,548		—
Government‑sponsored enterprise debt securities	37,524		—		37,524		—
Other securities	24,437		522		23,915		—
Total securities available-for-sale	1,809,364		522		1,777,816		31,026
Derivative assets	10,576		—		10,576		—
Total recurring assets	$	1,819,940	$	522	$	1,788,392	$	31,026
Derivative liabilities	$	526	$	—	$	526	$	—



	Fair Value Measurements as of
	December 31, 2014
Measured on a Recurring Basis:	Total		Level 1		Level 2		Level 3
	(In thousands)
Securities available‑for‑sale:
Government agency and government‑sponsored enterprise
pass-through securities	$	535,672	$	—	$	535,672	$	—
Government agency and government‑sponsored enterprise
collateralized mortgage obligations	277,946		—		277,946		—
Covered private label CMOs	33,947		—		—		33,947
Other private label CMOs	10,914		—		10,914		—
Municipal securities	536,116		—		536,116		—
Corporate debt securities	110,109		—		110,109		—
Government‑sponsored enterprise debt securities	36,757		—		36,757		—
Other securities	25,716		519		25,197		—
Total securities available-for-sale	1,567,177		519		1,532,711		33,947
Derivative assets	5,234		—		5,234		—
Total recurring assets	$	1,572,411	$	519	$	1,537,945	$	33,947
Derivative liabilities	$	118	$	—	$	118	$	—

There were no transfers of assets either between Level 1 and Level 2 nor in or out of Level 3 of the fair value hierarchy for assets measured on a recurring basis during the nine months ended September 30, 2015.

The following table presents information about quantitative inputs and assumptions used to determine the fair values provided by our third party pricing service for our Level 3 covered private label CMOs measured at fair value on a recurring basis as of September 30, 2015:



	Covered Private Label CMOs
		Weighted
	Range	Average
Unobservable Inputs:	of Inputs	Input
Voluntary annual prepayment speeds	0% - 19.31%	5.0%
Annual default rates	0% - 10.52%	2.6%
Loss severity rates	0% - 94.04%	32.8%
Discount rates	0% - 37.05%	5.6%

The following table summarizes activity for assets measured at fair value on a recurring basis that are categorized as Level 3 for the period indicated:



	Covered Private
	Label CMOs
	(In thousands)
Balance, December 31, 2014	$	33,947
Total realized in earnings	810
Total unrealized loss in comprehensive income	(945		)
Net settlements	(2,786		)
Balance, September 30, 2015	$	31,026

The following tables present assets measured at fair value on a non‑recurring basis as of the dates indicated:



	Fair Value Measurement as of
	September 30, 2015
Measured on a Non‑Recurring Basis:	Total		Level 1		Level 2		Level 3
	(In thousands)
Impaired Non‑PCI loans	$	42,622	$	—	$	2,556	$	40,066
Other real estate owned	14,679		—		14,619		60
Total non-recurring	$	57,301	$	—	$	17,175	$	40,126



	Fair Value Measurement as of
	December 31, 2014
Measured on a Non‑Recurring Basis:	Total		Level 1		Level 2		Level 3
	(In thousands)
Impaired Non‑PCI loans	$	42,693	$	—	$	2,366	$	40,327
Other real estate owned	24,015		—		18,400		5,615
Investments carried at cost	566		—		—		566
Total non-recurring	$	67,274	$	—	$	20,766	$	46,508

The following table presents losses recognized on assets measured on a nonrecurring basis for the periods indicated:



	Three Months Ended			Nine Months Ended
Loss on Assets Measured on a Non‑Recurring Basis:	September 30, 2015			September 30, 2015
	(In thousands)
Impaired Non‑PCI loans	$	(873	)	$	(7,623	)
Other real estate owned	(4,758		)	(4,882		)
Total net loss	$	(5,631	)	$	(12,505	)

The following table presents the valuation methodology and unobservable inputs for Level 3 assets measured at fair value on a nonrecurring basis as of September 30, 2015:

Valuation

Unobservable

Weighted

Asset:

Fair Value

Technique

Inputs

Range

Average

(In thousands)

Impaired Non-PCI loans

33,371

Discounted cash flows

Discount rates

0% - 9.04%

5.97%

6,695

Third party appraisals

No discounts

Other real estate owned

Third party appraisals

Illiquidity discount

27.6% - 43.9%

32.9%

Total non-recurring Level 3

40,126

ASC Topic 825, “Financial Instruments,” requires disclosure of the estimated fair value of certain financial instruments and the methods and significant assumptions used to estimate such fair values. Additionally, certain financial instruments and all nonfinancial instruments are excluded from the applicable disclosure requirements.

The following tables present a summary of the carrying values and estimated fair values of certain financial instruments as of the dates indicated:



	September 30, 2015
	Carrying or Contract		Estimated Fair Value
	Amount		Total		Level 1		Level 2		Level 3
	(In thousands)
Financial Assets:
Cash and due from banks	$	154,652	$	154,652	$	154,652	$	—	$	—
Interest‑earning deposits in financial institutions	81,642		81,642		81,642		—		—
Securities available‑for‑sale	1,809,364		1,809,364		522		1,777,816		31,026
Investment in FHLB stock	17,250		17,250		—		17,250		—
Investments carried at cost	1,420		9,300		—		—		9,300
Loans and leases, net	12,348,934		12,254,393		—		2,556		12,251,837
Derivative assets	10,576		10,576		—		10,576		—

Financial Liabilities:
Deposits:
Demand, money market, interest checking, and savings deposits	7,528,467		7,528,467		—		7,528,467		—
Time deposits	4,587,296		4,588,540		—		4,588,540		—
Borrowings	552,497		552,570		550,000		2,570		—
Subordinated debentures	435,417		419,180		—		419,180		—
Derivative liabilities	526		526		—		526		—



	December 31, 2014
	Carrying or Contract		Estimated Fair Value
	Amount		Total		Level 1		Level 2		Level 3
	(In thousands)
Financial Assets:
Cash and due from banks	$	164,757	$	164,757	$	164,757	$	—	$	—
Interest‑earning deposits in financial institutions	148,469		148,469		148,469		—		—
Securities available‑for‑sale	1,567,177		1,567,177		519		1,532,711		33,947
Investment in FHLB stock	40,609		40,609		—		40,609		—
Investments carried at cost	3,691		3,691		—		—		3,691
Investments accounted for under the equity method	21,461		21,700		—		—		21,700
Loans and leases, net	11,797,977		11,757,951		—		2,366		11,755,585
Derivative assets	5,234		5,234		—		5,234		—

Financial Liabilities:
Deposits:
Demand, money market, interest checking, and savings deposits	6,256,190		6,256,190		—		6,256,190		—
Time deposits	5,498,938		5,502,479		—		5,502,479		—
Borrowings	383,402		383,539		380,000		3,539		—
Subordinated debentures	433,583		417,657		—		417,657		—
Derivative liabilities	118		118		—		118		—

For information regarding the valuation methodologies used to measure our assets recorded at fair value (under ASC Topic 820), and for estimating fair value for financial instruments not recorded at fair value (under ASC Topic 825), see Note 1 - Nature of Operations and Summary of Significant Accounting Policies and Note 14 - Fair Value Measurements to the Consolidated Financial Statements of the Company's 2014 Annual Report on Form 10-K.

Limitations

Fair value estimates are made at a specific point in time and are based on relevant market information and information about the financial instrument. These estimates do not reflect income taxes or any premium or discount that could result from offering for sale at one time the Company’s entire holdings of a particular financial instrument. Because no market exists for a portion of the Company’s financial instruments, fair value estimates are based on what management believes to be reasonable judgments regarding expected future cash flows, current economic conditions, risk characteristics of various financial instruments, and other factors. These estimated fair values are subjective in nature and involve uncertainties and matters of significant judgment and therefore cannot be determined with precision. Changes in assumptions could significantly affect the estimates. Since the fair values have been estimated as of September 30, 2015, the amounts that will actually be realized or paid at settlement or maturity of the instruments could be significantly different.