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Fair value measurements

9 Months Ended

Sep. 30, 2019

13. Fair value measurements

GAAP permits an entity to choose to measure eligible financial instruments and other items at fair value. The Company has not made any fair value elections at September 30, 2019.

Pursuant to GAAP, fair value is defined as the 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. A three-level hierarchy exists in GAAP for fair value measurements based upon the inputs to the valuation of an asset or liability.

•

Level 1 — Valuation is based on quoted prices in active markets for identical assets and liabilities.

•

Level 2 — Valuation is determined from quoted prices for similar assets or liabilities in active markets, quoted prices for identical or similar instruments in markets that are not active or by model-based techniques in which all significant inputs are observable in the market.

•

Level 3 — Valuation is derived from model-based and other techniques in which at least one significant input is unobservable and which may be based on the Company's own estimates about the assumptions that market participants would use to value the asset or liability.

When available, the Company attempts to use quoted market prices in active markets to determine fair value and classifies such items as Level 1 or Level 2. If quoted market prices in active markets are not available, fair value is often determined using model-based techniques incorporating various assumptions including interest rates, prepayment speeds and credit losses. Assets and liabilities valued using model-based techniques are classified as either Level 2 or Level 3, depending on the lowest level classification of an input that is considered significant to the overall valuation. The following is a description of the valuation methodologies used for the Company's assets and liabilities that are measured on a recurring basis at estimated fair value.

Trading account assets and liabilities

Trading account assets and liabilities consist primarily of interest rate contracts and foreign exchange contracts with customers who require such services with offsetting positions with third parties to minimize the Company's risk with respect to such transactions. The Company generally determines the fair value of its derivative trading account assets and liabilities using externally developed pricing models based on market observable inputs and, therefore, classifies such valuations as Level 2. Mutual funds held in connection with deferred compensation and other arrangements have been classified as Level 1 valuations. Valuations of investments in municipal and other bonds can generally be obtained through reference to quoted prices in less active markets for the same or similar securities or through model-based techniques in which all significant inputs are observable and, therefore, such valuations have been classified as Level 2.

Investment securities available for sale and equity securities

The majority of the Company's available-for-sale investment securities have been valued by reference to prices for similar securities or through model-based techniques in which all significant inputs are observable and, therefore, such valuations have been classified as Level 2. Certain investments in mutual funds and equity securities are actively traded and, therefore, have been classified as Level 1 valuations.

Real estate loans held for sale

The Company utilizes commitments to sell real estate loans to hedge the exposure to changes in fair value of real estate loans held for sale. The carrying value of hedged real estate loans held for sale includes changes in estimated fair value during the hedge period. Typically, the Company attempts to hedge real estate loans held for sale from the date of close through the sale date. The fair value of hedged real estate loans held for sale is generally calculated by reference to quoted prices in secondary markets for commitments to sell real estate loans with similar characteristics and, accordingly, such loans have been classified as a Level 2 valuation.

13. Fair value measurements, continued

Commitments to originate real estate loans for sale and commitments to sell real estate loans

The Company enters into various commitments to originate real estate loans for sale and commitments to sell real estate loans. Such commitments are considered to be derivative financial instruments and, therefore, are carried at estimated fair value on the consolidated balance sheet. The estimated fair values of such commitments were generally calculated by reference to quoted prices in secondary markets for commitments to sell real estate loans to certain government-sponsored entities and other parties. The fair valuations of commitments to sell real estate loans generally result in a Level 2 classification. The estimated fair value of commitments to originate real estate loans for sale are adjusted to reflect the Company's anticipated commitment expirations. The estimated commitment expirations are considered significant unobservable inputs contributing to the Level 3 classification of commitments to originate real estate loans for sale. Significant unobservable inputs used in the determination of estimated fair value of commitments to originate real estate loans for sale are included in the accompanying table of significant unobservable inputs to Level 3 measurements.

Interest rate swap agreements used for interest rate risk management

The Company utilizes interest rate swap agreements as part of the management of interest rate risk to modify the repricing characteristics of certain portions of its portfolios of earning assets and interest-bearing liabilities. The Company generally determines the fair value of its interest rate swap agreements using externally developed pricing models based on market observable inputs and, therefore, classifies such valuations as Level 2. The Company has considered counterparty credit risk in the valuation of its interest rate swap agreement assets and has considered its own credit risk in the valuation of its interest rate swap agreement liabilities.

13. Fair value measurements, continued

The following tables present assets and liabilities at September 30, 2019 and December 31, 2018 measured at estimated fair value on a recurring basis:

	Fair Value Measurements		Level 1 (a)		Level 2 (a)		Level 3
	(In thousands)
September 30, 2019
Trading account assets	$	614,256	$	48,724	$	565,532	$	—
Investment securities available for sale:
U.S. Treasury and federal agencies		359,394		—		359,394		—
Obligations of states and political subdivisions		934		—		934		—
Mortgage-backed securities:
Government issued or guaranteed		6,494,900		—		6,494,900		—
Privately issued		16		—		—		16
Other debt securities		130,173		—		130,173		—
		6,985,417		—		6,985,401		16
Equity securities		150,104		104,199		45,905		—
Real estate loans held for sale		588,233		—		588,233		—
Other assets (b)		27,928		—		3,465		24,463
Total assets	$	8,365,938	$	152,923	$	8,188,536	$	24,479
Trading account liabilities	$	82,042	$	—	$	82,042	$	—
Other liabilities (b)		21,708		—		21,519		189
Total liabilities	$	103,750	$	—	$	103,561	$	189

December 31, 2018
Trading account assets	$	185,584	$	46,018	$	139,566	$	—
Investment securities available for sale:
U.S. Treasury and federal agencies		1,336,931		—		1,336,931		—
Obligations of states and political subdivisions		1,659		—		1,659		—
Mortgage-backed securities:
Government issued or guaranteed		7,216,991		—		7,216,991		—
Privately issued		22		—		—		22
Other debt securities		126,906		—		126,906		—
		8,682,509		—		8,682,487		22
Equity securities		93,917		71,989		21,928		—
Real estate loans held for sale		551,697		—		551,697		—
Other assets (b)		19,626		—		10,322		9,304
Total assets	$	9,533,333	$	118,007	$	9,406,000	$	9,326
Trading account liabilities	$	178,125	$	—	$	178,125	$	—
Other liabilities (b)		12,561		—		10,969		1,592
Total liabilities	$	190,686	$	—	$	189,094	$	1,592

(a)	There were no significant transfers between Level 1 and Level 2 of the fair value hierarchy during the nine months ended September 30, 2019 and the year ended December 31, 2018.

(b)	Comprised predominantly of interest rate swap agreements used for interest rate risk management (Level 2), commitments to sell real estate loans (Level 2) and commitments to originate real estate loans to be held for sale (Level 3).

13. Fair value measurements, continued

The changes in Level 3 assets and liabilities measured at estimated fair value on a recurring basis during three months ended September 30, 2019 and 2018 were as follows:

	Investment Securities Available for Sale
	Privately Issued Mortgage-Backed Securities		Other Assets and Other Liabilities
2019	(In thousands)

Balance — June 30, 2019	$	16		17,200
Total gains realized/unrealized:
Included in earnings		—		62,178		(b)
Settlements		—		—
Transfers out of Level 3 (a)		—		(55,104	)	(c)
Balance — September 30, 2019	$	16		24,274
Changes in unrealized gains included in earnings related to assets still held at September 30, 2019	$	—		19,350		(b)

2018

Balance — June 30, 2018	$	24		10,751
Total gains realized/unrealized:
Included in earnings		—		10,284		(b)
Settlements		(1	)	—
Transfers out of Level 3 (a)		—		(16,849	)	(c)
Balance — September 30, 2018	$	23		4,186
Changes in unrealized gains included in earnings related to assets still held at September 30, 2018	$	—		4,508		(b)

13. Fair value measurements, continued

The changes in Level 3 assets and liabilities measured at estimated fair value on a recurring basis during the nine months ended September 30, 2019 and 2018 were as follows:

	Investment Securities Available for Sale
	Privately Issued Mortgage-Backed Securities			Other Assets and Other Liabilities
2019	(In thousands)

Balance — January 1, 2019	$	22			7,712
Total gains realized/unrealized:
Included in earnings		—			115,187		(b)
Settlements		(6	)		—
Transfers out of Level 3 (a)		—			(98,625	)	(c)
Balance — September 30, 2019	$	16			24,274
Changes in unrealized gains included in earnings related to assets still held at September 30, 2019	$	—			24,981		(b)

2018

Balance — January 1, 2018	$	28		8,303
Total gains realized/unrealized:
Included in earnings		—		38,691		(b)
Settlements		(5	)	—
Transfers out of Level 3 (a)		—		(42,808	)	(c)
Balance — September 30, 2018	$	23		4,186
Changes in unrealized gains included in earnings related to assets still held at September 30, 2018	$	—		3,663		(b)

(a)	The Company’s policy for transfers between fair value levels is to recognize the transfer as of the actual date of the event or change in circumstances that caused the transfer.

(b)	Reported as mortgage banking revenues in the consolidated statement of income and includes the fair value of commitment issuances and expirations.

(c)	Transfers out of Level 3 consist of interest rate locks transferred to closed loans.

13. Fair value measurements, continued

The Company is required, on a nonrecurring basis, to adjust the carrying value of certain assets or provide valuation allowances related to certain assets using fair value measurements. The more significant of those assets follow.

Loans

Loans are generally not recorded at fair value on a recurring basis. Periodically, the Company records nonrecurring adjustments to the carrying value of loans based on fair value measurements for partial charge-offs of the uncollectible portions of those loans. Nonrecurring adjustments also include certain impairment amounts for collateral-dependent loans when establishing the allowance for credit losses. Such amounts are generally based on the fair value of the underlying collateral supporting the loan and, as a result, the carrying value of the loan less the calculated valuation amount does not necessarily represent the fair value of the loan. Real estate collateral is typically valued using appraisals or other indications of value based on recent comparable sales of similar properties or assumptions generally observable in the marketplace and the related nonrecurring fair value measurement adjustments have been classified as Level 2, unless significant adjustments have been made to the valuation that are not readily observable by market participants. Non-real estate collateral supporting commercial loans generally consists of business assets such as receivables, inventory and equipment. Fair value estimations are typically determined by discounting recorded values of those assets to reflect estimated net realizable value considering specific borrower facts and circumstances and the experience of credit personnel in their dealings with similar borrower collateral liquidations. Such discounts were in the range of 15% to 85% at September 30, 2019. As these discounts are not readily observable and are considered significant, the valuations have been classified as Level 3. Automobile collateral is typically valued by reference to independent pricing sources based on recent sales transactions of similar vehicles and the related nonrecurring fair value measurement adjustments have been classified as Level 2. Collateral values for other consumer installment loans are generally estimated based on historical recovery rates for similar types of loans. As these recovery rates are not readily observable by market participants, such valuation adjustments have been classified as Level 3. Loans subject to nonrecurring fair value measurement were $302 million at September 30, 2019 ($122 million and $180 million of which were classified as Level 2 and Level 3, respectively), $268 million at December 31, 2018 ($120 million and $148 million of which were classified as Level 2 and Level 3, respectively) and $292 million at September 30, 2018 ($128 million and $164 million of which were classified as Level 2 and Level 3, respectively). Changes in fair value recognized for partial charge-offs of loans and loan impairment reserves on loans held by the Company on September 30, 2019 were decreases of $51 million and $85 million for the three-month and nine-month periods ended September 30, 2019, respectively. Changes in fair value recognized for partial charge-offs of loans and loan impairment reserves on loans held by the Company on September 30, 2018 were decreases of $35 million and $69 million for the three-month and nine-month periods ended September 30, 2018, respectively.

Assets taken in foreclosure of defaulted loans

Assets taken in foreclosure of defaulted loans are primarily comprised of commercial and residential real property and are generally measured at the lower of cost or fair value less costs to sell. The fair value of the real property is generally determined using appraisals or other indications of value based on recent comparable sales of similar properties or assumptions generally observable in the marketplace, and the related nonrecurring fair value measurement adjustments have generally been classified as Level 2. Assets taken in foreclosure of defaulted loans subject to nonrecurring fair value measurement were $17 million and $32 million at September 30, 2019 and 2018, respectively. Changes in fair value recognized for those foreclosed assets held by the Company were not material during the three-month and nine-month periods ended September 30, 2019 and 2018.

13. Fair value measurements, continued

Capitalized servicing rights

Capitalized servicing rights are initially measured at fair value in the Company’s consolidated balance sheet. The Company utilizes the amortization method to subsequently measure its capitalized servicing assets. In accordance with GAAP, the Company must record impairment charges, on a nonrecurring basis, when the carrying value of certain strata exceed their estimated fair value. To estimate the fair value of servicing rights, the Company considers market prices for similar assets, if available, and the present value of expected future cash flows associated with the servicing rights calculated using assumptions that market participants would use in estimating future servicing income and expense. Such assumptions include estimates of the cost of servicing loans, loan default rates, an appropriate discount rate, and prepayment speeds. For purposes of evaluating and measuring impairment of capitalized servicing rights, the Company stratifies such assets based on the predominant risk characteristics of the underlying financial instruments that are expected to have the most impact on projected prepayments, cost of servicing and other factors affecting future cash flows associated with the servicing rights. Such factors may include financial asset or loan type, note rate and term. The amount of impairment recognized is the amount by which the carrying value of the capitalized servicing rights for a stratum exceed estimated fair value. Impairment is recognized through a valuation allowance. The determination of fair value of capitalized servicing rights is considered a Level 3 valuation. At September 30, 2019, $193 million of capitalized servicing rights required a valuation allowance of approximately $23 million. No stratum of capitalized servicing rights required a valuation allowance at December 31, 2018 or September 30, 2018. Changes in fair value recognized for impairment of capitalized servicing rights were $14 million and $23 million for the three months and nine months ended September 30, 2019, respectively. No changes in fair value were recognized in 2018.

Significant unobservable inputs to Level 3 measurements

The following tables present quantitative information about significant unobservable inputs used in the fair value measurements for certain Level 3 assets and liabilities at September 30, 2019 and December 31, 2018:

Fair Value

Valuation

Technique

Unobservable

Inputs/Assumptions

Range

(Weighted-

Average)

(In thousands)

September 30, 2019

Recurring fair value measurements

Privately issued mortgage-backed

securities

Two independent pricing quotes

—

Net other assets (liabilities) (a)

24,274

Discounted cash flow

Commitment expirations

0%-96% (11%)

December 31, 2018

Recurring fair value measurements

Privately issued mortgage-backed

securities

Two independent pricing quotes

—

Net other assets (liabilities) (a)

7,712

Discounted cash flow

Commitment expirations

0%-95% (13%)

(a)	Other Level 3 assets (liabilities) consist of commitments to originate real estate loans.

13. Fair value measurements, continued

Sensitivity of fair value measurements to changes in unobservable inputs

An increase (decrease) in the estimate of expirations for commitments to originate real estate loans would generally result in a lower (higher) fair value measurement. Estimated commitment expirations are derived considering loan type, changes in interest rates and remaining length of time until closing.

Disclosures of fair value of financial instruments

The carrying amounts and estimated fair value for financial instrument assets (liabilities) are presented in the following table:

	September 30, 2019
	Carrying Amount			Estimated Fair Value			Level 1		Level 2			Level 3
	(In thousands)
Financial assets:
Cash and cash equivalents	$	1,818,861			1,818,861			1,765,090		53,771			—
Interest-bearing deposits at banks		12,495,524			12,495,524			—		12,495,524			—
Federal funds sold		200			200			—		200			—
Trading account assets		614,256			614,256			48,724		565,532			—
Investment securities		10,677,583			10,721,588			104,199		10,525,863			91,526
Loans and leases:
Commercial loans and leases		23,201,372			22,844,883			—		—			22,844,883
Commercial real estate loans		34,945,231			34,772,982			—		197,141			34,575,841
Residential real estate loans		16,500,955			16,575,991			—		4,021,885			12,554,106
Consumer loans		15,175,635			15,157,025			—		—			15,157,025
Allowance for credit losses		(1,038,437	)		—			—		—			—
Loans and leases, net		88,784,756			89,350,881			—		4,219,026			85,131,855
Accrued interest receivable		340,543			340,543			—		340,543			—
Financial liabilities:
Noninterest-bearing deposits	$	(31,766,724	)		(31,766,724	)		—		(31,766,724	)		—
Savings and interest-checking deposits		(55,581,533	)		(55,581,533	)		—		(55,581,533	)		—
Time deposits		(6,203,679	)		(6,289,534	)		—		(6,289,534	)		—
Deposits at Cayman Islands office		(1,561,997	)		(1,561,997	)		—		(1,561,997	)		—
Short-term borrowings		(5,513,896	)		(5,513,896	)		—		(5,513,896	)		—
Long-term borrowings		(7,002,524	)		(7,056,344	)		—		(7,056,344	)		—
Accrued interest payable		(90,623	)		(90,623	)		—		(90,623	)		—
Trading account liabilities		(82,042	)		(82,042	)		—		(82,042	)		—
Other financial instruments:
Commitments to originate real estate loans for sale	$	24,274			24,274			—		—			24,274
Commitments to sell real estate loans		(11,912	)		(11,912	)		—		(11,912	)		—
Other credit-related commitments		(130,413	)		(130,413	)		—		—			(130,413	)
Interest rate swap agreements used for interest rate risk management		(6,142	)		(6,142	)		—		(6,142	)		—

13. Fair value measurements, continued

	December 31, 2018
	Carrying Amount			Estimated Fair Value			Level 1		Level 2			Level 3
				(In thousands)
Financial assets:
Cash and cash equivalents	$	1,605,439			1,605,439			1,528,302		77,137			—
Interest-bearing deposits at banks		8,105,197			8,105,197			—		8,105,197			—
Trading account assets		185,584			185,584			46,018		139,566			—
Investment securities		12,692,813			12,631,656			71,989		12,456,467			103,200
Loans and leases:
Commercial loans and leases		22,977,976			22,587,387			—		—			22,587,387
Commercial real estate loans		34,363,556			33,832,558			—		346,775			33,485,783
Residential real estate loans		17,154,446			16,974,545			—		3,920,447			13,054,098
Consumer loans		13,970,499			13,819,545			—		—			13,819,545
Allowance for credit losses		(1,019,444	)		—			—		—			—
Loans and leases, net		87,447,033			87,214,035			—		4,267,222			82,946,813
Accrued interest receivable		353,965			353,965			—		353,965			—
Financial liabilities:
Noninterest-bearing deposits	$	(32,256,668	)		(32,256,668	)		—		(32,256,668	)		—
Savings and interest-checking deposits		(50,963,744	)		(50,963,744	)		—		(50,963,744	)		—
Time deposits		(6,124,254	)		(6,201,957	)		—		(6,201,957	)		—
Deposits at Cayman Islands office		(811,906	)		(811,906	)		—		(811,906	)		—
Short-term borrowings		(4,398,378	)		(4,398,378	)		—		(4,398,378	)		—
Long-term borrowings		(8,444,914	)		(8,385,289	)		—		(8,385,289	)		—
Accrued interest payable		(95,274	)		(95,274	)		—		(95,274	)		—
Trading account liabilities		(178,125	)		(178,125	)		—		(178,125	)		—
Other financial instruments:
Commitments to originate real estate loans for sale	$	7,712			7,712			—		—			7,712
Commitments to sell real estate loans		(6,177	)		(6,177	)		—		(6,177	)		—
Other credit-related commitments		(131,688	)		(131,688	)		—		—			(131,688	)
Interest rate swap agreements used for interest rate risk management		5,530			5,530			—		5,530			—

With the exception of marketable securities, certain off-balance sheet financial instruments and mortgage loans originated for sale, the Company’s financial instruments are not readily marketable and market prices do not exist. The Company, in attempting to comply with the provisions of GAAP that require disclosures of fair value of financial instruments, has not attempted to market its financial instruments to potential buyers, if any exist. Since negotiated prices in illiquid markets depend greatly upon the then present motivations of the buyer and seller, it is reasonable to assume that actual sales prices could vary widely from any estimate of fair value made without the benefit of negotiations. Additionally, changes in market interest rates can dramatically impact the value of financial instruments in a short period of time.

The Company does not believe that the estimated information presented herein is representative of the earnings power or value of the Company. The preceding analysis, which is inherently limited in depicting fair value, also does not consider any value associated with existing customer relationships nor the ability of the Company to create value through loan origination, deposit gathering or fee generating activities. Many of the estimates presented herein are based upon the use of highly subjective information and assumptions and, accordingly, the results may not be precise. Management believes that fair value estimates may not be comparable between financial institutions due to the wide range of permitted valuation techniques and numerous estimates which must be made. Furthermore, because the disclosed fair value amounts were estimated as of the balance sheet date, the amounts actually realized or paid upon maturity or settlement of the various financial instruments could be significantly different.

- Definition

The entire disclosure for the fair value of financial instruments (as defined), including financial assets and financial liabilities (collectively, as defined), and the measurements of those instruments as well as disclosures related to the fair value of non-financial assets and liabilities. Such disclosures about the financial instruments, assets, and liabilities would include: (1) the fair value of the required items together with their carrying amounts (as appropriate); (2) for items for which it is not practicable to estimate fair value, disclosure would include: (a) information pertinent to estimating fair value (including, carrying amount, effective interest rate, and maturity, and (b) the reasons why it is not practicable to estimate fair value; (3) significant concentrations of credit risk including: (a) information about the activity, region, or economic characteristics identifying a concentration, (b) the maximum amount of loss the entity is exposed to based on the gross fair value of the related item, (c) policy for requiring collateral or other security and information as to accessing such collateral or security, and (d) the nature and brief description of such collateral or security; (4) quantitative information about market risks and how such risks are managed; (5) for items measured on both a recurring and nonrecurring basis information regarding the inputs used to develop the fair value measurement; and (6) for items presented in the financial statement for which fair value measurement is elected: (a) information necessary to understand the reasons for the election, (b) discussion of the effect of fair value changes on earnings, (c) a description of [similar groups] items for which the election is made and the relation thereof to the balance sheet, the aggregate carrying value of items included in the balance sheet that are not eligible for the election; (7) all other required (as defined) and desired information.

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