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Fair Value Accounting
12 Months Ended
Dec. 31, 2015
Fair Value Disclosures [Abstract]  
Fair Value Accounting
17. FAIR VALUE ACCOUNTING
The fair value of an asset or liability is the price that would be received to sell that asset or paid to transfer that liability in an orderly transaction occurring in the principal market (or most advantageous market in the absence of a principal market) for such asset or liability. In estimating fair value, the Company utilizes valuation techniques that are consistent with the market approach, the income approach, and/or the cost approach. Such valuation techniques are consistently applied. Inputs to valuation techniques include the assumptions that market participants would use in pricing an asset or liability. ASC 825 establishes a fair value hierarchy that prioritizes the inputs to valuation techniques used to measure fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements). The three levels of the fair value hierarchy under ASC 825 are described in "Note 1. Summary of Significant Accounting Policies" of these Notes to Consolidated Financial Statements.
In general, fair value is based upon quoted market prices, where available. If such quoted market prices are not available, fair value is based upon internally developed models that primarily use, as inputs, observable market-based parameters. Valuation adjustments may be made to ensure that financial instruments are recorded at fair value. These adjustments may include amounts to reflect counterparty credit quality and the Company’s creditworthiness, among other things, as well as unobservable parameters. Any such valuation adjustments are applied consistently over time. The Company’s valuation methodologies may produce a fair value calculation that may not be indicative of net realizable value or reflective of future fair values. While management believes the Company’s valuation methodologies are appropriate and consistent with other market participants, the use of different methodologies or assumptions to determine the fair value of certain financial instruments could result in a different estimate of fair value at the reporting date. Furthermore, the reported fair value amounts have not been comprehensively revalued since the presentation dates, and therefore, estimates of fair value after the balance sheet date may differ significantly from the amounts presented herein. A more detailed description of the valuation methodologies used for assets and liabilities measured at fair value is set forth below. Transfers between levels in the fair value hierarchy are recognized as of the end of the month following the event or change in circumstances that caused the transfer.
Under ASC 825, the Company elected the FVO treatment for junior subordinated debt issued by WAL. This election is irrevocable and results in the recognition of unrealized gains and losses on these items in earnings at each reporting date. The Company did not elect FVO treatment for assumed Bridge junior subordinated debt.
All securities for which the fair value measurement option had been elected are included in a separate line item in the Consolidated Balance Sheets as securities measured at fair value.
For the years ended December 31, 2015, 2014, and 2013 securities gains and losses from fair value changes were as follows:
 
 
Changes in Fair Values for Items Measured at Fair Value
Pursuant to Election of the Fair Value Option
 
 
Unrealized Gain/(Loss) on Assets and Liabilities Measured at Fair Value, Net
 
Interest Income on Securities
 
Interest Expense on Junior Subordinated Debt
 
Total Changes Included in Current-Period Earnings
 
Total Changes Included in OCI
(1)
 
 
(in thousands)
Year Ended December 31, 2015
 
 
 
 
 
 
 
 
 
 
Securities measured at fair value
 
$
(32
)
 
$
2

 
$

 
$
(30
)
 
$

Junior subordinated debt
 
(6,491
)
 

 
(2,151
)
 
(2,151
)
 
(4,276
)
Total
 
$
(6,523
)
 
$
2

 
$
(2,151
)
 
$
(2,181
)
 
$
(4,276
)
Year Ended December 31, 2014
 
 
 
 
 
 
 
 
 
 
Securities measured at fair value
 
$
(41
)
 
$
7

 
$

 
$
(34
)
 
$

Junior subordinated debt
 
1,421

 

 
(1,754
)
 
(333
)
 

Total
 
$
1,380

 
$
7

 
$
(1,754
)
 
$
(367
)
 
$

Year Ended December 31, 2013
 
 
 
 
 
 
 
 
 
 
Securities measured at fair value
 
$
(260
)
 
$
6

 
$

 
$
(254
)
 
$

Junior subordinated debt
 
(5,640
)
 

 
(1,823
)
 
(7,463
)
 

Total
 
$
(5,900
)
 
$
6

 
$
(1,823
)
 
$
(7,717
)
 
$


(1)
Due to the Company's election to early adopt an element of ASU 2016-01, changes in the fair value of junior subordinated debt are presented as part of OCI, net of tax, rather than included in earnings, effective January 1, 2015. See Note 10. Qualifying Debt for further discussion.
There were no net gains or losses recognized during the years ended December 31, 2015, 2014, and 2013 on trading securities sold during the period.
Interest income on securities measured at fair value is accounted for similarly to those classified as AFS. Any premiums or discounts are recognized in interest income over the term of the securities. For MBS, estimates of prepayments are considered in the constant yield calculations. Interest expense on junior subordinated debt is also determined under a constant yield calculation.
Fair value on a recurring basis
Financial assets and financial liabilities measured at fair value on a recurring basis include the following:
Securities measured at fair value: All of the Company’s securities measured at fair value, which consist of MBS, are reported at fair value utilizing Level 2 inputs in the same manner as described below for AFS securities.
AFS securities: Preferred stock, mutual funds, and CRA investments are reported at fair value utilizing Level 1 inputs. With the exception of CDO securities, other securities classified as AFS are reported at fair value utilizing Level 2 inputs. For these securities, the Company obtains fair value measurements from an independent pricing service. The fair value measurements consider observable data that may include dealer quotes, market spreads, cash flows, the U.S. Treasury yield curve, live trading levels, trade execution data, market consensus prepayment speeds, credit information, and the bond’s terms and conditions, among other things. The Company estimates the fair value of CDO securities utilizing Level 3 inputs, which include pricing indications from comparable securities.
Independent pricing service: Our independent pricing service provides pricing information on Level 1, 2, and 3 securities, and represents the pricing source for the majority of the portfolio. Management independently evaluates the fair value measurements received from the Company's third party pricing service through multiple review steps. First, management reviews what has transpired in the marketplace with respect to interest rates, credit spreads, volatility, and mortgage rates, among other things, and develops an expectation of changes to the securities' valuations from the previous quarter. Then, management obtains market values from additional sources. The pricing service provides management with observable market data including interest rate curves and mortgage prepayment speed grids, as well as dealer quote sheets, new bond offering sheets, and historical trade documentation. Management reviews the assumptions and decides whether they are reasonable. Management may compare interest rates, credit spreads, and prepayments speeds used as part of the assumptions to those that management believes are reasonable. Management may price securities using the provided assumptions to determine whether they can develop similar prices on like securities. Any discrepancies between management’s review and the prices provided by the vendor are discussed with the vendor and the Company’s other valuation advisors. Lastly, management selects a sample of investment securities and compares the values provided by its primary third party pricing service to the market values obtained from secondary sources and evaluates those with notable variances.
Annually, the Company receives an SSAE 16 report from its independent pricing service attesting to the controls placed on the operations of the service from its auditor.
Interest rate swaps: Interest rate swaps are reported at fair value utilizing Level 2 inputs. The Company obtains dealer quotations to value its interest rate swaps.
Junior subordinated debt: The Company estimates the fair value of its junior subordinated debt using a discounted cash flow model which incorporates the effect of the Company’s own credit risk in the fair value of the liabilities (Level 3). The Company’s cash flow assumptions are based on contractual cash flows as the Company anticipates that it will pay the debt according to its contractual terms.
As of March 31, 2015, junior subordinated debt issued by the parent was valued under an NPV approach with a discount rate equal to a derived credit spread of 5.96% plus three-month LIBOR. Subsequently, on June 29, 2015, WAB issued $150.0 million of subordinated debt at a credit spread of 3.20% over LIBOR. Management deemed this to be a new observable market input relative to the Company's own credit risk. As of June 30, 2015, the junior subordinated debt was valued with an adjusted credit spread of 4.69%. This credit spread of 4.69% represents a reduction of 1.27% from the credit spread as of March 31, 2015, and a premium of 1.49% over the recent subordinated debt issuance by WAB, with such premium resulting from terms and features reflecting the greater level of subordination of the junior subordinated debt issued by the parent. This spread reduction resulted in a non-cash, non-recurring debt valuation loss of $7.7 million during the three months ended June 30, 2015. This charge had no effect on regulatory capital.
As of December 31, 2015, utilizing the methodology described above, the Company estimated the discount rate at 5.67%, which represents an implied credit spread of 5.06% plus three-month LIBOR (0.61%). As of December 31, 2014, the Company estimated the discount rate at 6.24%, which was a 5.99% credit spread plus three-month LIBOR (0.25%).
The fair value of assets and liabilities measured at fair value on a recurring basis was determined using the following inputs as of the periods presented: 
 
 
Fair Value Measurements at the End of the Reporting Period Using:
 
 
Quoted Prices in Active Markets for Identical Assets
(Level 1)
 
Significant Other Observable Inputs
(Level 2)
 
Significant Unobservable Inputs
(Level 3)
 
Fair Value
 
 
(in thousands)
December 31, 2015
 
 
 
 
 
 
 
 
Assets:
 
 
 
 
 
 
 
 
Measured at fair value
 
 
 
 
 
 
 
 
Residential MBS issued by GSEs
 
$

 
$
1,481

 
$

 
$
1,481

Available-for-sale
 
 
 
 
 
 
 
 
Collateralized debt obligations
 
$

 
$

 
$
10,060

 
$
10,060

Commercial MBS issued by GSEs
 

 
19,114

 

 
19,114

Corporate debt securities
 

 
13,251

 

 
13,251

CRA investments
 
34,685

 

 

 
34,685

Municipal obligations
 

 
334,830

 

 
334,830

Preferred stock
 
111,236

 

 

 
111,236

Private label commercial MBS
 

 
4,691

 

 
4,691

Private label residential MBS
 

 
257,128

 

 
257,128

Residential MBS issued by GSEs
 

 
1,170,221

 

 
1,170,221

Trust preferred securities
 

 
24,314

 

 
24,314

U.S. treasury securities
 
2,993

 

 

 
2,993

Total AFS securities
 
$
148,914

 
$
1,823,549

 
$
10,060

 
$
1,982,523

Loans - HFS
 
$

 
$
23,809

 
$

 
$
23,809

Derivative assets (1)
 

 
3,569

 

 
3,569

Liabilities:
 
 
 
 
 
 
 
 
Junior subordinated debt (2)
 
$

 
$

 
$
46,928

 
$
46,928

Derivative liabilities (1)
 

 
64,785

 

 
64,785

(1)
Derivative assets and liabilities relate to interest rate swaps, see "Note 13. Derivatives and Hedging Activities." In addition, the carrying value of loans includes a net positive value of $64,184 and the net carrying value of subordinated debt includes a net negative value of $3,569 as of December 31, 2015, which relates to the effective portion of the hedges put in place to mitigate against fluctuations in interest rates.
(2)
Includes only the portion of junior subordinated debt that is recorded at fair value at each reporting period pursuant to the election of FVO treatment.

 
 
Fair Value Measurements at the End of the Reporting Period Using:
 
 
Quoted Prices in Active Markets for Identical Assets
(Level 1)
 
Significant Other Observable Inputs
(Level 2)
 
Significant Unobservable Inputs
(Level 3)
 
Fair
Value
 
 
(in thousands)
December 31, 2014
 
 
 
 
 
 
 
 
Assets:
 
 
 
 
 
 
 
 
Measured at fair value
 
 
 
 
 
 
 
 
Residential MBS issued by GSEs
 
$

 
$
1,858

 
$

 
$
1,858

Available-for-sale
 
 
 
 
 
 
 
 
Collateralized debt obligations
 
$

 
$

 
$
11,445

 
$
11,445

Commercial MBS issued by GSEs
 

 
2,147

 

 
2,147

Corporate debt securities
 

 
52,489

 

 
52,489

CRA investments
 
24,332

 

 

 
24,332

Municipal obligations
 

 
299,037

 

 
299,037

Mutual funds
 
37,702

 

 

 
37,702

Preferred stock
 
82,612

 

 

 
82,612

Private label commercial MBS
 

 
5,149

 

 
5,149

Private label residential MBS
 

 
70,243

 

 
70,243

Residential MBS issued by GSEs
 

 
891,189

 

 
891,189

Trust preferred securities
 

 
25,546

 

 
25,546

U.S. government sponsored agency securities
 

 
18,346

 

 
18,346

Total AFS securities
 
$
144,646

 
$
1,364,146

 
$
11,445

 
$
1,520,237

Derivative assets (1)
 
$

 
$
7

 
$

 
$
7

Liabilities:
 
 
 
 
 
 
 
 
Junior subordinated debt
 
$

 
$

 
$
40,437

 
$
40,437

Derivative liabilities (1)
 

 
57,820

 

 
57,820


(1)
Derivative assets and liabilities relate to interest rate swaps, see "Note 13. Derivatives and Hedging Activities." In addition, the carrying value of loans includes a positive value of $57,140 as of December 31, 2014, which relates to the effective portion of the hedges put in place to mitigate against fluctuations in interest rates.
For the years ended December 31, 2015, 2014, and 2013, the change in Level 3 assets and liabilities measured at fair value on a recurring basis was as follows: 
 
 
Junior Subordinated Debt
 
 
Year Ended December 31,
 
 
2015
 
2014
 
2013
 
 
(in thousands)
Beginning balance
 
$
(40,437
)
 
$
(41,858
)
 
$
(36,218
)
Transfers into Level 3
 

 

 

Total gains (losses) for the period
 
 
 
 
 
 
Included in earnings (1)
 

 
1,421

 
(5,640
)
Included in other comprehensive income (2)
 
$
(6,491
)
 
$

 
$

Ending balance
 
$
(46,928
)
 
$
(40,437
)
 
$
(41,858
)
 
(1)
Total gains (losses) for the period are included in the non-interest income line, Unrealized gains (losses) on assets and liabilities measured at fair value, net.
(2)
Due to the Company's election to early adopt an element of ASU 2016-01, changes in the fair value of junior subordinated debt are presented as part of OCI rather than earnings effective January 1, 2015. Accordingly, total losses for 2015 are included in the other comprehensive income line, Unrealized gain (loss) on junior subordinated debt, which is net of tax. The above amount represents the gross loss from changes in fair value of junior subordinated debt.
 
 
CDO Securities
 
 
Year Ended December 31,
 
 
2015
 
2014
 
2013
 
 
(in thousands)
Beginning balance
 
$
11,445

 
$

 
$

Transfers into Level 3
 

 
6,243

 

Total gains (losses) for the period
 
 
 
 
 
 
Included in other comprehensive income (3)
 
(1,385
)
 
5,202

 

Ending balance
 
$
10,060

 
$
11,445

 
$


(3)
Total gains (losses) for the period are included in the other comprehensive income line, Unrealized gain (loss) on AFS securities.
For Level 3 liabilities measured at fair value on a recurring basis as of December 31, 2015 and 2014, the significant unobservable inputs used in the fair value measurements were as follows: 
 
 
December 31, 2015
 
Valuation Technique
 
Significant Unobservable Inputs
 
 
(in thousands)
 
 
 
 
Junior subordinated debt
 
$
46,928

 
Discounted cash flow
 
Implied credit rating of the Company
CDO securities
 
10,060

 
S&P Model
 
Pricing indications from comparable securities
 
 
 
December 31, 2014
 
Valuation Technique
 
Significant Unobservable Inputs
 
 
(in thousands)
 
 
 
 
Junior subordinated debt
 
$
40,437

 
Discounted cash flow
 
Adjusted Corporate Bond over Treasury Index with comparable credit spread
CDO securities
 
11,445

 
S&P Model
 
Pricing indications from comparable securities

The significant unobservable inputs used in the fair value measurement of the Company’s junior subordinated debt as of December 31, 2015 was the "BB" rated financial over SWAP index and, as of December 31, 2014, was the "BB" rated 20-Year over Treasury Index with comparable credit spread. The input value used in the fair value measurement of the Company's junior subordinated debt was 5.67% and 6.24% as of December 31, 2015 and 2014, respectively.
The significant unobservable inputs used in the fair value measurement of the Company's CDO securities include securities terms, conditions, and underlying collateral type, as well as trustee and servicer reports, trade data on comparable securities, and market quotes that are converted into spreads to benchmark LIBOR curves. Significant increases or decreases in these inputs could result in significantly different fair value measurements.
Fair value on a nonrecurring basis
Certain assets are measured at fair value on a nonrecurring basis. That is, the assets are not measured at fair value on an ongoing basis, but are subject to fair value adjustments in certain circumstances (for example, when there is evidence of impairment). The following table presents such assets carried on the balance sheet by caption and by level within the ASC 825 hierarchy:
 
 
Fair Value Measurements at the End of the Reporting Period Using
 
 
Total
 
Quoted Prices in Active Markets for Identical Assets
(Level 1)
 
Active Markets for Similar Assets
(Level 2)
 
Unobservable Inputs
(Level 3)
 
 
(in thousands)
As of December 31, 2015:
 
 
 
 
 
 
 
 
Impaired loans with specific valuation allowance
 
$
19,629

 
$

 
$

 
$
19,629

Impaired loans without specific valuation allowance (1)
 
66,754

 

 

 
66,754

Other assets acquired through foreclosure
 
43,942

 

 

 
43,942

As of December 31, 2014:
 
 
 
 
 
 
 
 
Impaired loans with specific valuation allowance
 
$
114,163

 
$

 
$

 
$
114,163

Impaired loans without specific valuation allowance (1)
 
38,019

 

 

 
38,019

Other assets acquired through foreclosure
 
57,150

 

 

 
57,150


(1)
Excludes loan balances with charge-offs of $37.8 million and $3.8 million as of December 31, 2015 and 2014, respectively.
Impaired loans: The specific reserves for collateral dependent impaired loans are based on collateral value, net of estimated disposition costs and other identified quantitative inputs. Collateral value is determined based on third-party appraisals. Appraisals may utilize a single valuation approach or a combination of approaches, including comparable sales and the income approach. Fair value is determined, where possible, using market prices derived from an appraisal or evaluation, which are considered to be Level 2. However, certain assumptions and unobservable inputs are often used by the appraiser, therefore qualifying the assets as Level 3 in the fair value hierarchy. In some cases, adjustments are made to the appraised values due to various factors, including age of the appraisal (which are generally obtained every twelve months), age of comparables included in the appraisal, and known changes in the market and in the collateral. When significant adjustments are based on unobservable inputs, such as when a current appraised value is not available or management determines the fair value of the collateral is further impaired below the appraised value and there is no observable market price, the resulting fair value measurement has been categorized as a Level 3 measurement. These Level 3 impaired loans had an estimated fair value of $24.3 million and $124.9 million at December 31, 2015 and 2014, respectively. The fair value of these Level 3 impaired loans reflects the carrying value of each loan, which has been reduced by any deficit in appraised value compared to book value, estimated disposition costs, and estimated losses of similar impaired loans based on historical loss experience. Specific reserves in the allowance for loan losses for these loans were $4.7 million and $10.8 million at December 31, 2015 and 2014, respectively.
Other assets acquired through foreclosure: Other assets acquired through foreclosure consist of properties acquired as a result of, or in-lieu-of, foreclosure. These assets are initially reported at the fair value determined by independent appraisals using appraised value less estimated cost to sell. Such properties are generally re-appraised every twelve months. There is risk for subsequent volatility. Costs relating to the development or improvement of the assets are capitalized and costs relating to holding the assets are charged to expense. The Company had $43.9 million and $57.2 million of such assets at December 31, 2015 and 2014, respectively. Fair value is determined, where possible, using market prices derived from an appraisal or evaluation, which are considered to be Level 2. However, certain assumptions and unobservable inputs are often used by the appraiser, therefore qualifying the assets as Level 3 in the fair value hierarchy. When significant adjustments are based on unobservable inputs, such as when a current appraised value is not available or management determines the fair value of the collateral is further impaired below the appraised value and there is no observable market price, the resulting fair value measurement has been categorized as a Level 3 measurement.
Credit vs. non-credit losses
Under the provisions of ASC 320, Investments-Debt and Equity Securities, OTTI is separated into the amount of total impairment related to the credit loss and the amount of the total impairment related to all other factors. The amount of the total OTTI related to the credit loss is recognized in earnings. The amount of the total impairment related to all other factors is recognized in OCI.
For the years ended December 31, 2015, 2014, and 2013, the Company determined that no securities experienced credit losses.
There is no OTTI balance recognized in comprehensive income as of December 31, 2015 and 2014.
FAIR VALUE OF FINANCIAL INSTRUMENTS
The estimated fair value of the Company’s financial instruments is as follows: 
 
 
December 31, 2015
 
 
Carrying Amount
 
Fair Value
 
 
 
Level 1
 
Level 2
 
Level 3
 
Total
 
 
(in thousands)
Financial assets:
 
 
 
 
 
 
 
 
 
 
Investment securities:
 
 
 
 
 
 
 
 
 
 
AFS
 
$
1,982,523

 
$
148,914

 
$
1,823,549

 
$
10,060

 
$
1,982,523

Trading
 
1,481

 

 
1,481

 

 
1,481

Derivative assets
 
3,569

 

 
3,569

 

 
3,569

Loans, net
 
11,017,595

 

 
10,766,826

 
86,383

 
10,853,209

Accrued interest receivable
 
54,445

 

 
54,445

 

 
54,445

Financial liabilities:
 
 
 
 
 
 
 
 
 
 
Deposits
 
$
12,030,624

 
$

 
$
12,034,199

 
$

 
$
12,034,199

Customer repurchases
 
38,155

 

 
38,155

 

 
38,155

FHLB advances
 
150,000

 

 
150,000

 

 
150,000

Qualifying debt
 
210,328

 

 

 
207,437

 
207,437

Derivative liabilities
 
64,785

 

 
64,785

 

 
64,785

Accrued interest payable
 
13,626

 

 
13,626

 

 
13,626


 
 
December 31, 2014
 
 
Carrying Amount
 
Fair Value
 
 
 
Level 1
 
Level 2
 
Level 3
 
Total
 
 
(in thousands)
Financial assets:
 
 
 
 
 
 
 
 
 
 
Investment securities:
 
 
 
 
 
 
 
 
 
 
AFS
 
$
1,520,237

 
$
144,646

 
$
1,364,146

 
$
11,445

 
$
1,520,237

Trading
 
1,858

 

 
1,858

 

 
1,858

Derivative assets
 
7

 

 
7

 

 
7

Loans, net
 
8,288,049

 

 
7,984,692

 
152,182

 
8,136,874

Accrued interest receivable
 
36,705

 

 
36,705

 

 
36,705

Financial liabilities:
 
 
 
 
 
 
 
 
 
 
Deposits
 
$
8,931,043

 
$

 
$
8,935,566

 
$

 
$
8,935,566

Customer repurchases
 
54,899

 

 
54,899

 

 
54,899

FHLB advances
 
307,081

 

 
307,081

 

 
307,081

Other borrowed funds
 
83,182

 

 
25,000

 
61,074

 
86,074

Qualifying debt
 
40,437

 

 

 
40,437

 
40,437

Derivative liabilities
 
57,820

 

 
57,820

 

 
57,820

Accrued interest payable
 
9,890

 

 
9,890

 

 
9,890


Interest rate risk
The Company assumes interest rate risk (the risk to the Company’s earnings and capital from changes in interest rate levels) as a result of its normal operations. As a result, the fair values of the Company’s financial instruments as well as its future net interest income will change when interest rate levels change and that change may be either favorable or unfavorable to the Company.
Interest rate risk exposure is measured using interest rate sensitivity analysis to determine our change in EVE and net interest income resulting from hypothetical changes in interest rates. If potential changes to EVE and net interest income resulting from hypothetical interest rate changes are not within the limits established by the BOD, the BOD may direct management to adjust the asset and liability mix to bring interest rate risk within BOD-approved limits. As of December 31, 2015, the Company’s interest rate risk profile was within BOD-approved limits.
WAB has an ALCO charged with managing interest rate risk within the BOD-approved limits. Limits are structured to prohibit an interest rate risk profile that does not conform to both management and BOD risk tolerances. There is also ALCO reporting at the Parent company level for reviewing interest rate risk for the Company, which gets reported to the BOD and the Finance and Investment Committee.
Fair value of commitments
The estimated fair value of standby letters of credit outstanding at December 31, 2015 and 2014 was insignificant. Loan commitments on which the committed interest rates were less than the current market rate were also insignificant at December 31, 2015 and 2014.