Fair Value Measurements (Tables)

9 Months Ended

Sep. 30, 2015

Summary of assets and liabilities measured at fair value by level

			Fair Value Measurements at Reporting Date Using
(in thousands)	Balance as of September 30, 2015		Quoted Prices in Active Markets Level 1		Significant Other Observable Inputs Level 2		Significant Unobservable Inputs Level 3
Measured on a Recurring Basis
Assets
Securities available-for-sale:
U.S. Treasury	$	390,329	$	390,329	$	—	$	—
Federal agency - Debt	286,360		—		286,360		—
Federal agency - MBS	92,881		—		92,881		—
CMOs - Federal agency	3,536,128		—		3,536,128		—
CMOs - Non-agency	20,431		—		20,431		—
State and municipal	360,744		—		357,274		3,470
Other debt securities	622,314		—		622,314		—
Trading securities	154,706		146,710		7,996		—
Derivative assets (1)	82,176		8,454		71,487		2,235
Contingent consideration asset (1)	2,605		—		—		2,605

Total assets at fair value	$	5,548,674	$	545,493	$	4,994,871	$	8,310


Liabilities
Derivative liabilities	$	81,776	$	8,800	$	72,976	$	—
Contingent consideration liability	36,985		—		—		36,985
FDIC clawback liability	16,608		—		—		16,608
Other liabilities	797		—		797		—

Total liabilities at fair value (2)	$	136,166	$	8,800	$	73,773	$	53,593


Redeemable noncontrolling interest	$	32,847	$	—	$	—	$	32,847

Measured on a Nonrecurring Basis
Assets
Other real estate owned (3)	$	9,544	$	—	$	—	$	9,544
Private equity and alternative investments	1,587		—		—		1,587

Total assets at fair value	$	11,131	$	—	$	—	$	11,131

(1)

Reported in Other assets in the consolidated balance sheets.

(2)

Reported in Other liabilities in the consolidated balance sheets.

(3)

Includes covered OREO.

			Fair Value Measurements at Reporting Date Using
(in thousands)	Balance as of December 31, 2014		Quoted Prices in Active Markets Level 1		Significant Other Observable Inputs Level 2		Significant Unobservable Inputs Level 3
Measured on a Recurring Basis
Assets
Securities available-for-sale:
U.S. Treasury	$	116,926	$	116,926	$	—	$	—
Federal agency - Debt	1,398,581		—		1,398,581		—
Federal agency - MBS	104,526		—		104,526		—
CMOs - Federal agency	3,580,590		—		3,580,590		—
CMOs - Non-agency	24,014		—		24,014		—
State and municipal	479,031		—		475,484		3,547
Other debt securities	176,169		—		176,169		—
Equity securities and mutual funds	3,146		3,146		—		—
Trading securities	173,188		171,778		1,410		—
Derivative assets (1)	51,586		6,106		44,598		882
Contingent consideration asset (1)	2,930		—		—		2,930

Total assets at fair value	$	6,110,687	$	297,956	$	5,805,372	$	7,359


Liabilities
Derivative liabilities	$	51,309	$	6,623	$	44,686	$	—
Contingent consideration liability	34,983		—		—		34,983
FDIC clawback liability	15,106		—		—		15,106
Other liabilities	946		—		946		—

Total liabilities at fair value (2)	$	102,344	$	6,623	$	45,632	$	50,089


Redeemable noncontrolling interest	$	39,978	$	—	$	—	$	39,978

Measured on a Nonrecurring Basis
Assets
Other real estate owned (3)	$	5,644	$	—	$	—	$	5,644

Total assets at fair value	$	5,644	$	—	$	—	$	5,644

(1)

Reported in Other assets in the consolidated balance sheets.

(2)

Reported in Other liabilities in the consolidated balance sheets.

(3)

Includes covered OREO.

Schedule of reconciliation of Level 3 assets and liabilities measured on a recurring basis

	For the nine months ended September 30, 2015
(in thousands)	Securities Available-for- Sale			Equity Warrants		Contingent Consideration Asset			Contingent Consideration Liability			FDIC Clawback Liability
Balance, beginning of period	$	3,547		$	882	$	2,930		$	(34,983	)	$	(15,106	)
Total realized/unrealized gains (losses):
Included in earnings	—			65		(325		)	(727		)	(1,502		)
Included in other comprehensive income	23			—		—			—			—
Additions	—			1,288		—			—			—
Settlements	(100		)	—		—			—			—
Other (1)	—			—		—			(1,275		)	—

Balance, end of period	$	3,470		$	2,235	$	2,605		$	(36,985	)	$	(16,608	)

	For the nine months ended September 30, 2014
(in thousands)	Securities Available-for- Sale			Equity Warrants			Contingent Consideration Asset		Contingent Consideration Liability			FDIC Clawback Liability
Balance, beginning of period	$	3,633		$	—		$	—	$	(49,900	)	$	(11,967	)
Total realized/unrealized gains (losses):
Included in earnings	—			78			—		—			(2,557		)
Included in other comprehensive income	(9		)	—			—		—			—
Additions	—			631			2,930		—			—
Settlements	(100		)	(29		)	—		17,266			—
Other (1)	—			—			—		(1,859		)	—

Balance, end of period	$	3,524		$	680		$	2,930	$	(34,493	)	$	(14,524	)

(1)

Other rollforward activity consists of accretion of discount related to the contingent consideration liability.

Information About Nonrecurring Level 3 Fair Value Measurements

(in thousands)	Fair Value at September 30, 2015		Valuation Method	Unobservable Inputs
Other real estate owned	$	9,544	Third-party appraisal	- Fair values are primarily based on unadjusted appraised values. - A limited number of properties are valued using comparable sales values resulting in discounts to appraised values ranging from 12% to 22%.

Private equity and alternative investments	$	1,587	See note (1)	- See note (1) - Fair values reflect discounts to investment carrying amounts ranging from 27% to 86%.

(1)

Fair values are based on management’s assumptions regarding recoverability of an investment based on a range of factors including, but not limited to, nature and age of the investment, actual and forecasted investment performance, fund operating results, recent and planned transactions, general and industry specific market conditions, performance of comparable companies and investment exit strategies.

Schedule of total gains and losses for assets measured at fair value on a nonrecurring basis

	For the three months ended September 30,						For the nine months ended September 30,
(in thousands)	2015			2014			2015			2014
Collateral dependent impaired loans:
Commercial real estate mortgages	$	—		$	—		$	—		$	(5	)
Residential mortgages	—			7			—			81
Other real estate owned (1)	(653		)	(283		)	(1,973		)	784
Private equity and alternative investments	(550		)	—			(2,180		)	—

Total net (losses) gains recognized	$	(1,203	)	$	(276	)	$	(4,153	)	$	860

(1)

Net gains and losses on OREO include amounts related to covered OREO, a significant portion of which is payable to or reimbursable by the FDIC.

Schedule of carrying amounts and fair values of financial instruments

	September 30, 2015
	Carrying		Total		Fair Value Measurements Using
(in millions)	Amount		Fair Value		Level 1		Level 2		Level 3
Financial Assets:
Cash and due from banks	$	434.1	$	434.1	$	434.1	$	—	$	—
Due from banks - interest-bearing	1,424.1		1,424.1		1,424.1		—		—
Securities purchased under resale agreements	200.0		201.0		—		201.0		—
Securities held-to-maturity	3,506.5		3,598.9		—		3,598.9		—
Loans and leases, net of allowance	22,219.4		22,772.0		—		—		22,772.0
Acquired impaired loans, net of allowance	393.9		443.0		—		—		443.0
FDIC indemnification asset	28.2		22.4		—		—		22.4
Investment in FHLB and FRB stock	50.6		50.6		—		50.6		—

Financial Liabilities:
Deposits	$	31,173.4	$	31,174.3	$	—	$	30,601.3	$	573.0
Short-term borrowings	6.5		6.5		—		—		6.5
Long-term debt	650.1		725.9		—		614.7		111.2

	December 31, 2014
	Carrying		Total		Fair Value Measurements Using
(in millions)	Amount		Fair Value		Level 1		Level 2		Level 3
Financial Assets:
Cash and due from banks	$	336.5	$	336.5	$	336.5	$	—	$	—
Due from banks - interest-bearing	120.0		120.0		120.0		—		—
Securities purchased under resale agreements	200.0		201.1		—		201.1		—
Securities held-to-maturity	3,427.0		3,484.6		—		3,484.6		—
Loans and leases, net of allowance	20,027.1		20,576.9		—		—		20,576.9
Acquired impaired loans, net of allowance	502.4		549.1		—		—		549.1
FDIC indemnification asset	50.5		40.2		—		—		40.2
Investment in FHLB and FRB stock	58.4		58.4		—		58.4		—

Financial Liabilities:
Deposits	$	28,108.1	$	28,109.6	$	—	$	27,435.1	$	674.5
Short-term borrowings	322.9		322.9		320.0		—		2.9
Long-term debt	638.6		704.3		—		605.3		99.0