Fair Value Measurements

9 Months Ended

Sep. 30, 2023

Fair Value Measurements

Fair value is defined by applicable accounting guidance as the price to sell an asset or transfer a liability in an orderly transaction between market participants in the principal market for the given asset or liability at the measurement date based on market conditions at that date. An orderly transaction assumes exposure to the market for a customary period for marketing activities prior to the measurement date and not a forced liquidation or distressed sale. Certain assets and liabilities are recorded in the Company's financial statements at fair value. Some are recorded on a recurring basis and some on a non-recurring basis.

For some assets and liabilities, observable market transactions and market information might be available. For other assets and liabilities, observable market transactions and market information might not be available. A hierarchy for fair value has been established which categorizes into three levels the inputs to valuation techniques used to measure fair value. The three levels are as follows:

Quoted Prices in Active Markets for Identical Assets or Liabilities (Level 1) - Fair value is based on unadjusted quoted prices in active markets for identical assets or liabilities.

Significant Other Observable Inputs (Level 2) - Fair value is based on significant other observable inputs which are generally determined based on a single price for each financial instrument provided to us by an applicable third-party pricing service and is based on one or more of the following:

•Quoted prices for similar, but not identical, assets or liabilities in active markets;

•Quoted prices for identical or similar assets or liabilities in inactive markets;

•Inputs other than quoted prices that are observable, such as interest rate and yield curves, volatilities, prepayment speeds, loss severities, credit risks and default rates;

•Other inputs derived from or corroborated by observable market inputs.

Significant Unobservable Inputs (Level 3) - Fair value is based upon model-based valuation techniques for which at least one significant assumption is not observable in the market.

Transfers between levels are recognized as of the end of the reporting period. There were no transfers in or out of quoted prices in active markets for identical instruments to significant other observable inputs or significant unobservable inputs during the three and nine months ended September 30, 2023 and 2022, respectively. Transfers between significant other observable inputs and significant unobservable inputs during the three and nine months ended September 30, 2023 and 2022 were immaterial.

The underlying methods used by the third-party pricing services are considered in determining the primary inputs used to determine fair values. Management has evaluated the methodologies employed by the third-party pricing services by comparing the price provided by the pricing service with other sources, including brokers' quotes, sales or purchases of similar instruments and discounted cash flows to establish a basis for reliance on the pricing service values. Significant differences between the pricing service provided value and other sources are discussed with the pricing service to understand the basis for their values. Based on all observable inputs, management may adjust prices obtained from third-party pricing services to more appropriately reflect the prices that would be received to sell assets or paid to transfer liabilities in orderly transactions in the current market. No significant adjustments were made to prices provided by third-party pricing services at September 30, 2023 or December 31, 2022.

Assets and Liabilities Measured at Fair Value on a Recurring Basis

The fair value of financial assets and liabilities measured on a recurring basis was as follows as of September 30, 2023 (in thousands):


	Total		Quoted Prices in Active Markets for Identical Instruments (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Unobservable Inputs (Level 3)
Assets:
Trading securities:
U.S. government securities	$	18,843	$	17,932	$	911	$	—
Residential agency mortgage-backed securities	4,653,161		—		4,653,161		—
Municipal securities	51,998		—		51,998		—

Other trading securities	24,099		—		24,099		—
Total trading securities	4,748,101		17,932		4,730,169		—
Available for sale securities:
U.S. Treasury	897		897		—		—
Municipal securities	488,269		—		488,269		—
Residential agency mortgage-backed securities	6,216,955		—		6,216,955		—
Residential non-agency mortgage-backed securities	715,806		—		715,806		—
Commercial agency mortgage-backed securities	4,484,247		—		4,484,247		—
Other debt securities	473		—		—		473
Total available for sale securities	11,906,647		897		11,905,277		473


Fair value option securities — Residential agency mortgage-backed securities	20,215		—		20,215		—

Residential mortgage loans held for sale1	72,489		—		65,179		7,310
Mortgage servicing rights2	311,382		—		—		311,382
Derivative contracts, net of cash collateral3	546,109		1,596		544,513		—
Liabilities:
Derivative contracts, net of cash collateral3	403,947		190		403,757		—

1Residential mortgage loans held for sale measured at fair value on a recurring basis using significant unobservable inputs (Level 3) consist of residential mortgage loans intended for sale to U.S. government agencies that fail to meet conforming standards and are valued at 78.46% of the unpaid principal balance.

2A reconciliation of the beginning and ending fair value of mortgage servicing rights and disclosures of significant assumptions used to determine fair value are presented in Note 5, Mortgage Banking Activities.

3See Note 3 for detail of fair value of derivative contracts by contract type. Derivative contracts in asset and liability positions that were valued based on quoted prices in active markets for identical instruments (Level 1) are primarily exchange-traded interest rate derivative contracts held for trading purposes.

The fair value of financial assets and liabilities measured on a recurring basis was as follows as of December 31, 2022 (in thousands):


	Total		Quoted Prices in Active Markets for Identical Instruments (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Unobservable Inputs (Level 3)
Assets:
Trading securities:
U.S. government securities	$	9,823	$	4,970	$	4,853	$	—
Residential agency mortgage-backed securities	4,406,848		—		4,406,848		—
Municipal securities	21,484		—		21,484		—
Other trading securities	26,006		—		26,006		—
Total trading securities	4,464,161		4,970		4,459,191		—
Available for sale securities:
U.S. Treasury	898		898		—		—
Municipal securities	624,500		—		624,500		—
Residential agency mortgage-backed securities	5,814,496		—		5,814,496		—
Residential non-agency mortgage-backed securities	577,576		—		577,576		—
Commercial agency mortgage-backed securities	4,475,917		—		4,475,917		—
Other debt securities	473		—		—		473
Total available for sale securities	11,493,860		898		11,492,489		473



Fair value option securities — Residential agency mortgage-backed securities	296,590		—		296,590		—
Residential mortgage loans held for sale1	75,272		—		68,054		7,218
Mortgage servicing rights2	277,608		—		—		277,608
Derivative contracts, net of cash collateral3	880,343		2,110		878,233		—
Liabilities:
Derivative contracts, net of cash collateral3	554,900		16		554,884		—

Following is a description of the Company's valuation methodologies used for assets and liabilities measured on a recurring basis:

Securities

The fair values of trading, available for sale and fair value option securities are based on quoted prices for identical instruments in active markets, when available. If quoted prices for identical instruments are not available, fair values are based on significant other observable inputs such as quoted prices of comparable instruments or interest rates and credit spreads, yield curves, volatilities, prepayment speeds and loss severities. The Company has elected to carry all residential mortgage-backed securities guaranteed by U.S. government agencies held as economic hedges against changes in the fair value of mortgage servicing rights at fair value with changes in the fair value recognized in earnings.

The fair value of certain available for sale municipal and other debt securities may be based on significant unobservable inputs. These significant unobservable inputs include limited observed trades, projected cash flows, current credit rating of the issuers and, when applicable, the insurers of the debt and observed trades of similar debt. Discount rates are primarily based on references to interest rate spreads on comparable securities of similar duration and credit rating as determined by the nationally-recognized rating agencies adjusted for a lack of trading volume. Significant unobservable inputs are developed by investment securities professionals involved in the active trading of similar securities. A summary of significant inputs used to value these securities follows. A management committee composed of senior members from the Company's Corporate Treasury, Risk Management and Finance departments assesses the appropriateness of these inputs quarterly.

Derivatives

All derivative instruments are carried on the balance sheet at fair value. Fair values for exchange-traded contracts are based on quoted prices. Fair values for over-the-counter interest rate, commodity and foreign exchange contracts are based on valuations provided either by third-party dealers in the contracts, quotes provided by independent pricing services, or a third-party provided pricing model that uses significant other observable market inputs.

Credit risk is considered in determining the fair value of derivative instruments. Management determines fair value adjustments based on various risk factors including, but not limited to, current fair value, probability of default and loss given default.

We also consider our own credit risk in determining the fair value of derivative contracts. Changes in our credit rating would affect the fair value of our derivative liabilities. In the event of a credit downgrade, the fair value of our derivative liabilities would increase.

Residential Mortgage Loans Held for Sale

Residential mortgage loans held for sale are carried on the balance sheet at fair value. The Company has elected to carry all residential mortgage loans originated for sale at fair value. Changes in the fair value of these financial instruments are recognized in earnings. The fair values of residential mortgage loans held for sale are based upon quoted market prices of such loans sold in securitization transactions, including related unfunded loan commitments and forward sales contracts. The fair value of mortgage loans that were unable to be sold to U.S. government agencies were determined using quoted prices of loans that are sold in securitization transactions with a liquidity discount applied.

Fair Value of Assets and Liabilities Measured on a Non-Recurring Basis

Assets measured at fair value on a non-recurring basis include collateral for certain nonaccruing loans and real property and other assets acquired to satisfy loans, which are based primarily on comparisons to completed sales of similar assets.

The following represents the carrying value of assets measured at fair value on a non-recurring basis (and related losses) during the period. The carrying value represents only those assets with a balance at September 30, 2023 for which the fair value was adjusted during the nine months ended September 30, 2023 (in thousands):


							Fair Value Adjustments for the
	Carrying Value at September 30, 2023						Three Months Ended Sep. 30, 2023 Recognized in:				Nine Months Ended Sep. 30, 2023 Recognized in:
	Quoted Prices in Active Markets for Identical Instruments		Significant Other Observable Inputs		Significant Unobservable Inputs		Gross charge-offs against allowance for loan losses		Other gains (losses), net		Gross charge-offs against allowance for loan losses		Other gains (losses), net
Nonaccruing loans	$	—	$	—	$	796	$	2,135	$	—	$	4,932	$	—

The following represents the carrying value of assets measured at fair value on a non-recurring basis (and related losses) during the period. The carrying value represents only those assets with a balance at September 30, 2022 for which the fair value was adjusted during the nine months ended September 30, 2022 (in thousands):


							Fair Value Adjustments for the
	Carrying Value at September 30, 2022						Three Months Ended Sep. 30, 2022 Recognized in:				Nine Months Ended Sep. 30, 2022 Recognized in:
	Quoted Prices in Active Markets for Identical Instruments		Significant Other Observable Inputs		Significant Unobservable Inputs		Gross charge-offs against allowance for loan losses		Other gains (losses), net		Gross charge-offs against allowance for loan losses		Other gains (losses), net
Nonaccruing loans	$	—	$	159	$	126	$	22	$	—	$	499	$	—
Real estate and other repossessed assets	—		649		1,699		—		—		—		(5,705)

The fair value of collateral-dependent nonaccruing loans secured by real estate and real estate and other repossessed assets and the related fair value adjustments are generally based on unadjusted third-party appraisals. Our appraisal review policies require appraised values to be supported by observed inputs derived principally from or corroborated by observable market data. Appraisals that are not based on observable inputs or that require significant adjustments or fair value measurements that are not based on third-party appraisals are considered to be based on significant unobservable inputs. Non-recurring fair value measurements of collateral-dependent nonaccruing loans and real estate and other repossessed assets based on significant unobservable inputs are generally due to estimates of current fair values between appraisal dates. Significant unobservable inputs include listing prices for the same or comparable assets, uncorroborated expert opinions or management's knowledge of the collateral or industry. Non-recurring fair value measurements of collateral dependent loans secured by mineral rights are generally determined by our internal staff of engineers on projected cash flows under current market conditions and are based on significant unobservable inputs. Projected cash flows are discounted according to risk characteristics of the underlying oil and gas properties. Assets are evaluated to demonstrate with reasonable certainty that crude oil, natural gas and natural gas liquids can be recovered from known oil and gas reservoirs under existing economic and operating conditions at current prices with existing conventional equipment, operating methods and costs. Significant unobservable inputs are developed by asset management and workout professionals and approved by senior Credit Administration executives.

A summary of quantitative information about Non-recurring Fair Value Measurements based on Significant Unobservable Inputs (Level 3) as of September 30, 2023 follows (dollars in thousands):

Fair Value

Valuation Technique(s)

Unobservable Input

Range
(Weighted Average)

Nonaccruing loans

796

Discounted cash flows

Management knowledge of industry and non-real estate collateral

12% - 14% (14%)1

1 Represents fair value as a percentage of the unpaid principal balance.

A summary of quantitative information about Non-recurring Fair Value Measurements based on Significant Unobservable Inputs (Level 3) as of September 30, 2022 follows (dollars in thousands):

Fair Value

Valuation Technique(s)

Unobservable Input

Range
(Weighted Average)

Nonaccruing loans

126

Discounted cash flows

Management knowledge of industry and non-real estate collateral including, but not limited to, recoverable oil and gas reserves, forward-looking commodity prices, estimated operating costs

25% - 25% (25%)1

Real estate and other repossessed assets

1,699

Discounted cash flows

Management knowledge of industry and non-real estate collateral

N/A

1 Represents fair value as a percentage of the unpaid principal balance.

Fair Value of Financial Instruments

The following table presents the carrying values and estimated fair values of all financial instruments, including those financial assets and liabilities that are not measured and reported at fair value on a recurring basis or are measured at fair value on a non-recurring basis as of September 30, 2023 (in thousands):


	Carrying Value		Estimated Fair Value		Quoted Prices in Active Markets for Identical Instruments (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Unobservable Inputs (Level 3)
Cash and due from banks	$	854,161	$	854,161	$	854,161	$	—	$	—
Interest-bearing cash and cash equivalents	520,774		520,774		520,774		—		—
Trading securities:
U.S. government securities	18,843		18,843		17,932		911		—
Residential agency mortgage-backed securities	4,653,161		4,653,161		—		4,653,161		—
Municipal securities	51,998		51,998		—		51,998		—

Other trading securities	24,099		24,099		—		24,099		—
Total trading securities	4,748,101		4,748,101		17,932		4,730,169		—
Investment securities:
Municipal securities	121,003		122,695		—		11,957		110,738
Residential agency mortgage-backed securities	2,146,133		1,901,143		—		1,901,143		—
Commercial agency mortgage-backed securities	15,838		14,371		—		14,371		—
Other debt securities	15,788		14,158		—		14,158		—
Total investment securities	2,298,762		2,052,367		—		1,941,629		110,738
Allowance for credit losses	(344)		—		—		—		—
Investment securities, net of allowance	2,298,418		2,052,367		—		1,941,629		110,738
Available for sale securities:
U.S. Treasury	897		897		897		—		—
Municipal securities	488,269		488,269		—		488,269		—
Residential agency mortgage-backed securities	6,216,955		6,216,955		—		6,216,955		—
Residential non-agency mortgage-backed securities	715,806		715,806		—		715,806		—
Commercial agency mortgage-backed securities	4,484,247		4,484,247		—		4,484,247		—
Other debt securities	473		473		—		—		473
Total available for sale securities	11,906,647		11,906,647		897		11,905,277		473


Fair value option securities — Residential agency mortgage-backed securities	20,215		20,215		—		20,215		—

Residential mortgage loans held for sale	72,489		72,489		—		65,179		7,310
Loans:
Commercial	14,719,839		14,603,075		—		—		14,603,075
Commercial real estate	5,241,300		5,094,865		—		—		5,094,865

Loans to individuals	3,762,879		3,512,686		—		—		3,512,686
Total loans	23,724,018		23,210,626		—		—		23,210,626
Allowance for loan losses	(272,114)		—		—		—		—
Loans, net of allowance	23,451,904		23,210,626		—		—		23,210,626
Mortgage servicing rights	311,382		311,382		—		—		311,382
Derivative instruments with positive fair value, net of cash collateral	546,109		546,109		1,596		544,513		—
Deposits with no stated maturity	30,725,335		30,725,335		—		—		30,725,335
Time deposits	2,927,217		2,986,307		—		—		2,986,307
Other borrowed funds	8,924,642		8,922,567		—		—		8,922,567
Subordinated debentures	131,152		116,911		—		116,911		—
Derivative instruments with negative fair value, net of cash collateral	403,947		403,947		190		403,757		—


	Carrying Value		Estimated Fair Value		Quoted Prices in Active Markets for Identical Instruments (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Unobservable Inputs (Level 3)
Cash and due from banks	$	943,810	$	943,810	$	943,810	$	—	$	—
Interest-bearing cash and cash equivalents	457,906		457,906		457,906		—		—
Trading securities:
U.S. government securities	9,823		9,823		4,970		4,853		—
Residential agency mortgage-backed securities	4,406,848		4,406,848		—		4,406,848		—
Municipal securities	21,484		21,484		—		21,484		—
Other trading securities	26,006		26,006		—		26,006		—
Total trading securities	4,464,161		4,464,161		4,970		4,459,191		—
Investment securities:
Municipal securities	170,629		176,621		—		38,106		138,515
Residential agency mortgage-backed securities	2,315,219		2,143,360		—		2,143,360		—
Commercial agency mortgage-backed securities	15,609		14,588		—		14,588		—
Other debt securities	12,788		12,199		—		12,199		—
Total investment securities	2,514,245		2,346,768		—		2,208,253		138,515
Allowance for credit losses	(558)		—		—		—		—
Investment securities, net of allowance	2,513,687		2,346,768		—		2,208,253		138,515
Available for sale securities:
U.S. Treasury	898		898		898		—		—
Municipal securities	624,500		624,500		—		624,500		—
Residential agency mortgage-backed securities	5,814,496		5,814,496		—		5,814,496		—
Residential non-agency mortgage-backed securities	577,576		577,576		—		577,576		—
Commercial agency mortgage-backed securities	4,475,917		4,475,917		—		4,475,917		—
Other debt securities	473		473		—		—		473
Total available for sale securities	11,493,860		11,493,860		898		11,492,489		473



Fair value option securities — Residential agency mortgage-backed securities	296,590		296,590		—		296,590		—
Residential mortgage loans held for sale	75,272		75,272		—		68,054		7,218
Loans:
Commercial	14,212,499		13,905,765		—		—		13,905,765
Commercial real estate	4,606,777		4,454,048		—		—		4,454,048

Loans to individuals	3,737,874		3,531,410		—		—		3,531,410
Total loans	22,557,150		21,891,223		—		—		21,891,223
Allowance for loan losses	(235,704)		—		—		—		—
Loans, net of allowance	22,321,446		21,891,223		—		—		21,891,223
Mortgage servicing rights	277,608		277,608		—		—		277,608
Derivative instruments with positive fair value, net of cash collateral	880,343		880,343		2,110		878,233		—
Deposits with no stated maturity	33,018,863		33,018,863		—		—		33,018,863
Time deposits	1,461,842		1,431,245		—		—		1,431,245
Other borrowed funds	7,007,285		7,005,305		—		—		7,005,305
Subordinated debentures	131,205		121,497		—		121,497		—
Derivative instruments with negative fair value, net of cash collateral	554,900		554,900		16		554,884		—

Because no market exists for certain of these financial instruments and management does not intend to sell these financial instruments, the fair values shown in the tables above may not represent values at which the respective financial instruments could be sold individually or in the aggregate at the given reporting date.

- 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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