Fair Value Measurements

Assets and liabilities measured at fair value on a recurring basis

Following is a description of the methodologies used to estimate the fair values of assets and liabilities measured at fair value on a recurring basis and the level within the fair value hierarchy in which those measurements are typically classified.

Investment securities available for sale—Fair value measurements are based on quoted prices in active markets when available; these measurements are classified within level 1 of the fair value hierarchy. These securities typically include U.S. Treasury securities, certain preferred stocks and mutual funds. If quoted prices in active markets are not available, fair values are estimated using quoted prices of securities with similar characteristics, quoted prices of identical securities in less active markets, discounted cash flow techniques, or matrix pricing models. These securities are generally classified within level 2 of the fair value hierarchy and include U.S. Government agency securities, U.S. Government agency and sponsored enterprise mortgage-backed securities, preferred stock investments for which level 1 valuations are not available, corporate debt securities, non-mortgage asset-backed securities, single family rental real estate-backed securities, certain private label residential mortgage-backed securities and CMOs, Re-Remics, private label commercial mortgage-backed securities, collateralized loan obligations and state and municipal obligations. Pricing of these securities is generally primarily spread driven. Observable inputs that may impact the valuation of these securities include benchmark yield curves, credit spreads, reported trades, dealer quotes, bids, issuer spreads, current rating, historical constant prepayment rates, historical voluntary prepayment rates, structural and waterfall features of individual securities, published collateral data, and for certain securities, historical constant default rates and default severities. Investment securities available for sale generally classified within level 3 of the fair value hierarchy include certain private label mortgage-backed securities and trust preferred securities. The Company typically values these securities using third-party proprietary pricing models, primarily discounted cash flow valuation techniques, which incorporate both observable and unobservable inputs. Unobservable inputs that may impact the valuation of these securities include risk adjusted discount rates, projected prepayment rates, projected default rates and projected loss severity.

Derivative financial instruments—Interest rate swaps are predominantly traded in over-the-counter markets and, as such, values are determined using widely accepted discounted cash flow modeling techniques. These discounted cash flow models use projections of future cash payments and receipts that are discounted at mid-market rates. Observable inputs that may impact the valuation of these instruments include LIBOR swap rates and LIBOR forward yield curves. These fair value measurements are generally classified within level 2 of the fair value hierarchy. Loan commitment derivatives are priced based on a bid pricing convention adjusted based on the Company’s historical fallout rates. Fallout rates are a significant unobservable input; therefore, these fair value measurements are classified within level 3 of the fair value hierarchy. The fair value of loan commitment derivatives is nominal.

The following tables present assets and liabilities measured at fair value on a recurring basis at December 31, 2014 and 2013 (in thousands):



	2014
	Level 1		Level 2		Level 3		Total
Investment securities available for sale:
U.S. Treasury securities	$	54,967	$	—	$	—	$	54,967
U.S. Government agency and sponsored enterprise residential mortgage-backed securities	—		1,524,716		—		1,524,716
U.S. Government agency and sponsored enterprise commercial mortgage-backed securities	—		101,858		—		101,858
Re-Remics	—		183,272		—		183,272
Private label residential mortgage-backed securities and CMOs	—		235,902		168,077		403,979
Private label commercial mortgage-backed securities	—		1,139,389		—		1,139,389
Single family rental real estate-backed securities	—		443,017		—		443,017
Collateralized loan obligations	—		174,332		—		174,332
Non-mortgage asset-backed securities	—		122,164		—		122,164
Mutual funds and preferred stocks	104,754		688		—		105,442
State and municipal obligations	—		15,702		—		15,702
Small Business Administration securities	—		308,728		—		308,728
Other debt securities	—		3,210		4,918		8,128
Derivative assets	—		29,765		49		29,814
Total assets at fair value	$	159,721	$	4,282,743	$	173,044	$	4,615,508
Derivative liabilities	$	—	$	69,177	$	1	$	69,178
Total liabilities at fair value	$	—	$	69,177	$	1	$	69,178



	2013
	Level 1		Level 2		Level 3		Total
Investment securities available for sale:
U.S. Government agency and sponsored enterprise residential mortgage-backed securities	$	—	$	1,574,303	$	—	$	1,574,303
U.S. Government agency and sponsored enterprise commercial mortgage-backed securities	—		26,777		—		26,777
Re-Remics	—		271,785		—		271,785
Private label residential mortgage-backed securities and CMOs	—		110,710		199,408		310,118
Private label commercial mortgage-backed securities	—		808,772		—		808,772
Non-mortgage asset-backed securities	—		178,994		—		178,994
Mutual funds and preferred stocks	149,427		250		—		149,677
Small Business Administration securities	—		308,937		—		308,937
Other debt securities	—		3,160		4,601		7,761
Derivative assets	—		21,831		35		21,866
Total assets at fair value	$	149,427	$	3,305,519	$	204,044	$	3,658,990
Derivative liabilities	$	—	$	43,788	$	3	$	43,791
Total liabilities at fair value	$	—	$	43,788	$	3	$	43,791

There were no transfers of financial assets between levels of the fair value hierarchy during the years ended December 31, 2014 and 2013.

The following tables reconcile changes in the fair value of assets and liabilities measured at fair value on a recurring basis and classified in level 3 of the fair value hierarchy for the years ended December 31, 2014, 2013 and 2012 (in thousands):



	2014
	Private Label Residential Mortgage-Backed Securities			Other Debt Securities			Derivative Assets		Derivative Liabilities
Balance at beginning of period	$	199,408		$	4,601		$	35	$	(3	)
Gains (losses) for the period included in:
Net income	—			—			14		2
Other comprehensive income (loss)	(4,890		)	235			—		—
Premium and discount (amortization) accretion	8,010			173			—		—
Purchases or issuances	—			—			—		—
Sales	(7,787		)	—			—		—
Settlements	(26,664		)	(91		)	—		—
Transfers into level 3	—			—			—		—
Transfers out of level 3	—			—			—		—
Balance at end of period	$	168,077		$	4,918		$	49	$	(1	)



	2013
	Private Label Residential Mortgage-Backed Securities			Other Debt Securities			Derivative Assets		Derivative Liabilities
Balance at beginning of period	$	243,058		$	4,173		$	—	$	(29	)
Gains (losses) for the period included in:
Net income	—			—			35		26
Other comprehensive income (loss)	(2,157		)	691			—		—
Premium and discount (amortization) accretion	12,470			61			—		—
Purchases or issuances	—			—			—		—
Sales	—			—			—		—
Settlements	(53,963		)	(324		)	—		—
Transfers into level 3	—			—			—		—
Transfers out of level 3	—			—			—		—
Balance at end of period	$	199,408		$	4,601		$	35	$	(3	)



	2012
	Private Label Residential Mortgage-Backed Securities			Non-Mortgage Asset-Backed Securities			Other Debt Securities			Derivative Liabilities
Balance at beginning of period	$	387,687		$	79,870		$	3,159		$	—
Gains (losses) for the period included in:
Net income	—			—			—			(29		)
Other comprehensive income (loss)	16,629			1,482			1,234			—
Premium and discount (amortization) accretion	12,713			443			63			—
Purchases or issuances	167,300			—			—			—
Sales	—			—			—			—
Settlements	(136,244		)	(15,499		)	(283		)	—
Transfers into level 3	—			—			—			—
Transfers out of level 3	(205,027		)	(66,296		)	—			—
Balance at end of period	$	243,058		$	—		$	4,173		$	(29	)

Changes in the fair value of derivatives are included in the consolidated statement of income line item “Other non-interest income.”

Securities for which fair value measurements are categorized in level 3 of the fair value hierarchy at December 31, 2014 consisted of pooled trust preferred securities with a fair value of $5 million and private label residential mortgage-backed securities and CMOs with a fair value of $168 million. The trust preferred securities are not material to the Company’s financial statements. Private label residential mortgage-backed securities consisted of senior and mezzanine tranches collateralized by prime fixed rate and hybrid 1-4 single family residential mortgages originated before 2005, some of which contain option-arm features. Substantially all of these securities maintain variable rate coupons. Weighted average subordination levels at December 31, 2014 were 15.7%, 10.6% and 3.6% for investment grade, non-investment grade and option-arm securities, respectively. There were $27 million of option-arm securities with a subordination level of zero at December 31, 2014.

The following table provides information about the valuation techniques and unobservable inputs used in the valuation of private label residential mortgage-backed securities and CMOs falling within level 3 of the fair value hierarchy as of December 31, 2014 (dollars in thousands):



	Fair Value at		Valuation Technique	Unobservable Input	Range (Weighted Average)
	December 31, 2014		Valuation Technique	Unobservable Input	Range (Weighted Average)
Investment grade	$	89,468	Discounted cash flow	Voluntary prepayment rate	0.06% - 10.96% (6.86%)
				Probability of default	0.02% - 10.62% (4.00%)
				Loss severity	0.00% - 42.40% (2.93%)

Non-investment grade	$	44,812	Discounted cash flow	Voluntary prepayment rate	0.33% - 11.57% (5.77%)
				Probability of default	0.02% - 22.99% (5.26%)
				Loss severity	0.00% - 31.08% (2.50%)

Option-arm (non-investment grade)	$	33,797	Discounted cash flow	Voluntary prepayment rate	3.69% - 3.72% (3.71%)
				Probability of default	2.76% - 2.97% (2.81%)
				Loss severity	16.84% - 32.37% (20.75%)

The significant unobservable inputs impacting the fair value measurement of private label residential mortgage-backed securities and CMOs include voluntary prepayment rates, probability of default and loss severity given default. Generally, increases in probability of default or loss severity would result in a lower fair value measurement. Alternatively, decreases in probability of default or loss severity would result in a higher fair value measurement. For securities with less favorable credit characteristics, decreases in voluntary prepayment speeds may be interpreted as a deterioration in the overall credit quality of the underlying collateral and as such, lead to lower fair value measurements. The fair value measurements of those securities with higher levels of subordination will be less sensitive to changes in these unobservable inputs, while securities with lower levels of subordination will show a higher degree of sensitivity to changes in these unobservable inputs. Generally, a change in the assumption used for probability of default is accompanied by a directionally similar change in the assumption used for loss severity given default and a directionally opposite change in the assumption used for voluntary prepayment rate.

The Company uses third-party pricing services in determining fair value measurements for investment securities. To obtain an understanding of the methodologies and assumptions used, management reviews written documentation provided by the pricing services, conducts interviews with valuation desk personnel and reviews model results and detailed assumptions used to value selected securities as considered necessary. Management has established a robust price challenge process that includes a review by the treasury front office of all prices provided on a monthly basis. Any price evidencing unexpected month over month fluctuations or deviations from expectations is challenged. If considered necessary to resolve any discrepancies, a price will be obtained from an additional independent valuation source. The Company does not typically adjust the prices provided, other than through this established challenge process. The results of price challenges are subject to review by executive management. The Company has also established a quarterly process whereby prices provided by its primary pricing service for a sample of securities are validated. When there are price discrepancies, the final determination of fair value is based on careful consideration of the assumptions and inputs employed by each of the pricing sources.

Assets and liabilities measured at fair value on a non-recurring basis

Following is a description of the methodologies used to estimate the fair values of assets and liabilities that may be measured at fair value on a non-recurring basis, and the level within the fair value hierarchy in which those measurements are typically classified.

Impaired loans and OREO - The carrying amount of collateral dependent impaired loans is typically based on the fair value of the underlying collateral, which may be real estate or other business assets, less estimated costs to sell. The carrying value of OREO is initially measured based on the fair value of the real estate acquired in foreclosure and subsequently adjusted to the lower of cost or estimated fair value, less estimated cost to sell. Fair values of real estate collateral are typically based on real estate appraisals which utilize market and income approaches to valuation incorporating both observable and unobservable inputs. When current appraisals are not available, the Company may use brokers’ price opinions, home price indices or other available information about changes in real estate market conditions to adjust the latest appraised value available. These adjustments to appraised values may be subjective and involve significant management judgment. The fair value of collateral consisting of other business assets is generally based on appraisals that use market approaches to valuation incorporating primarily unobservable inputs. Fair value measurements related to collateral dependent impaired loans and OREO are classified within level 3 of the fair value hierarchy.

Mortgage Servicing Rights-Fair value is estimated using a discounted cash flow technique that incorporates market‑based assumptions including estimated prepayment speeds, contractual servicing fees, cost to service, discount rates, escrow account earnings, ancillary income, and estimated defaults. No adjustments to fair value were recognized during the years ended December 31, 2014 or 2013.

The following tables present assets for which non-recurring changes in fair value have been recorded for the years ended December 31, 2014, 2013 and 2012 (in thousands):



	2014
	Level 1		Level 2		Level 3		Total		Gains (losses) from Fair Value Changes
OREO	$	—	$	—	$	10,606	$	10,606	$	(2,791	)
Impaired loans	$	—	$	—	$	11,727	$	11,727	$	2,539



	2013
	Level 1		Level 2		Level 3		Total		Gains (losses) from Fair Value Changes
OREO	$	—	$	—	$	40,570	$	40,570	$	(1,939	)
Impaired loans	$	—	$	—	$	7,320	$	7,320	$	(22,865	)



	2012
	Level 1		Level 2		Level 3		Total		Gains (losses) from Fair Value Changes
OREO	$	—	$	—	$	76,022	$	76,022	$	(9,926	)
Impaired loans	$	—	$	—	$	5,956	$	5,956	$	(1,600	)

The following table presents the carrying value and fair value of financial instruments and the level within the fair value hierarchy in which those measurements are classified as of December 31, 2014 and 2013 (dollars in thousands):



		2014				2013
	Level	Carrying Value		Fair Value		Carrying Value		Fair Value
Assets:
Cash and cash equivalents	1	$	187,517	$	187,517	$	252,749	$	252,749
Investment securities available for sale	1/2/3	4,585,694		4,585,694		3,637,124		3,637,124
Investment securities held to maturity	3	10,000		10,000		—		—
Non-marketable equity securities	2	191,674		191,674		152,066		152,066
Loans held for sale	2	1,399		1,445		194		197
Loans:
Covered	3	1,039,672		1,763,132		1,471,493		2,199,683
Non-covered	3	11,279,555		11,443,408		7,512,391		7,424,698
FDIC Indemnification asset	3	974,704		595,847		1,205,117		854,703
Accrued interest receivable	2	32,636		32,636		25,150		25,150
Derivative assets	2/3	29,814		29,814		21,866		21,866
Liabilities:
Demand, savings and money market deposits	2	$	9,509,830	$	9,509,830	$	7,250,401	$	7,250,401
Time deposits	2	4,001,925		4,017,476		3,282,027		3,303,358
FHLB advances and other borrowings	2	3,318,559		3,320,338		2,414,313		2,417,566
Accrued interest payable	2	1,997		1,997		1,643		1,643
Derivative liabilities	2/3	69,178		69,178		43,791		43,791

The following methods and assumptions were used to estimate the fair value of each class of financial instruments, other than those described above:

The carrying amounts of certain financial instruments approximate fair value due to their short-term nature and generally negligible credit risk. These financial instruments include cash and cash equivalents, accrued interest receivable, short-term borrowings and accrued interest payable.

Investment securities held to maturity:

Investment securities held to maturity includes one bond issued by the State of Israel, with fair value obtained from a third party pricing service.

Non-marketable equity securities:

Non-marketable equity securities include FHLB and FRB stock. There is no market for these securities, which can be liquidated only by redemption by the issuer. These securities are carried at par, which has historically represented the redemption price and is therefore considered to approximate fair value. Non-marketable equity securities are evaluated quarterly for potential impairment.

Loans held for sale:

The fair value of conforming loans originated and held for sale is based on pricing currently available to the Company in the secondary market.

ACI and non-ACI loans:

Fair values are estimated based on a discounted cash flow analysis. Estimates of future cash flows incorporate various factors that may include the type of loan and related collateral, estimated collateral values, estimated default probability and loss severity given default, internal risk rating, whether the interest rate is fixed or variable, term of loan and whether or not the loan is amortizing. The fair values of loans accounted for in pools are estimated on a pool basis. Other loans may be grouped based on risk characteristics and fair value estimated in the aggregate when applying discounted cash flow valuation techniques. Discount rates for residential loans are based on estimated yields obtained from participants active in the secondary market. Discount rates for commercial loans reflect indicative yields based on pricing obtained in the commercial loan sale in March 2014, adjusted for changes in market rates subsequent to the sale.

New loans:

Fair values of residential loans are estimated using a discounted cash flow analysis with discount rates based on yields at which similar loans are trading in the secondary market, which reflect assumptions about credit risk. Fair values of commercial and consumer loans are estimated using a discounted cash flow analysis with discount rates based on interest rates currently being offered for loans with similar terms to borrowers of similar credit quality. The ALLL related to commercial and consumer loans is considered a reasonable estimate of the required adjustment to fair value to reflect the impact of credit risk. This estimate may not represent an exit value as defined in ASC 820.

FDIC indemnification asset:

The fair value of the FDIC indemnification asset has been estimated using a discounted cash flow technique incorporating assumptions about the timing and amount of future projected cash payments from the FDIC related to the resolution of covered assets. The factors that impact estimates of future cash flows are similar to those impacting estimated cash flows from covered loans. The discount rate is determined by adjusting the risk free rate to incorporate uncertainty in the estimate of the timing and amount of future cash flows and illiquidity.

Deposits:

The fair value of demand deposits, savings accounts and money market deposits is the amount payable on demand at the reporting date. The fair value of time deposits is estimated using a discounted cash flow technique based on rates currently offered for deposits of similar remaining maturities.

Federal Home Loan Bank advances:

Fair value is estimated by discounting contractual future cash flows using the current rate at which borrowings with similar terms and remaining maturities could be obtained by the Company.