Fair Value Measurements

12 Months Ended

Dec. 31, 2023

NOTE 19 - FAIR VALUE MEASUREMENTS

The following tables present assets and liabilities measured at fair value on a recurring basis and reported on the consolidated balance sheets:


	2023
	Level 1		Level 2		Level 3		Total
	(dollars in thousands)
Loans held for sale	$	—	$	15,158	$	—	$	15,158
Available for sale investment securities:

U.S. Government securities	42,161		—		—		42,161
U.S. Government-sponsored agency securities	—		1,010		—		1,010
State and municipal securities	—		1,072,013		—		1,072,013
Corporate debt securities	—		440,551		—		440,551
Collateralized mortgage obligations	—		111,434		—		111,434
Residential mortgage-backed securities	—		196,795		—		196,795
Commercial mortgage-backed securities	—		534,388		—		534,388
Total available for sale investment securities	42,161		2,356,191		—		2,398,352
Other assets:
Investments held in Rabbi Trust	29,819		—		—		29,819
Derivative assets	572		157,540		—		158,112
Total assets	$	72,552	$	2,528,889	$	—	$	2,601,441
Other liabilities:
Deferred compensation liabilities	$	29,819	$	—	$	—	$	29,819
Derivative liabilities	477		246,157		—		246,634
Total liabilities	$	30,296	$	246,157	$	—	$	276,453

	2022
	Level 1		Level 2		Level 3		Total
	(dollars in thousands)
Loans held for sale	$	—	$	7,264	$	—	$	7,264
Available for sale investment securities:

U.S. Government securities	218,485		—		—		218,485
U.S. Government-sponsored agency securities	—		1,008		—		1,008
State and municipal securities	—		1,105,712		—		1,105,712
Corporate debt securities	—		422,309		—		422,309
Collateralized mortgage obligations	—		134,033		—		134,033
Residential mortgage-backed securities	—		212,698		—		212,698
Commercial mortgage-backed securities	—		552,522		—		552,522
Total available for sale investment securities	218,485		2,428,282		—		2,646,767
Other assets:
Investments held in Rabbi Trust	23,435		—		—		23,435
Derivative assets	672		166,796		—		167,468
Total assets	$	242,592	$	2,602,342	$	—	$	2,844,934
Other liabilities:
Deferred compensation liabilities	$	23,435	$	—	$	—	$	23,435
Derivative liabilities	584		296,465		—		297,049
Total liabilities	$	24,019	$	296,465	$	—	$	320,484

The valuation techniques used to measure fair value for the items in the preceding tables are as follows:

Loans held for sale - This category includes mortgage loans held for sale that are measured at fair value. Fair values as of December 31, 2023 and 2022, were measured as the price that secondary market investors were offering for loans with similar

characteristics. See "Note 1 - Summary of Significant Accounting Policies" for details related to the Corporation's election to measure assets and liabilities at fair value.

Available for sale investment securities - Included in this asset category are debt securities. Level 2 investment securities are valued by a third-party pricing service. The pricing service uses pricing models that vary based on asset class and incorporate available market information, including quoted prices of investment securities with similar characteristics. Because many fixed income securities do not trade on a daily basis, pricing models use available information, as applicable, through processes such as benchmark yield curves, benchmarking of like securities, sector groupings and matrix pricing.

Standard market inputs include: benchmark yields, reported trades, broker/dealer quotes, issuer spreads, two-sided markets, benchmark securities, bids, offers and reference data, including market research publications. For certain security types, additional inputs may be used, or some of the standard market inputs may not be applicable.

•U.S. Government securities - These securities are classified as Level 1. Fair values are based on quoted prices with active markets.

•U.S. Government-sponsored agency securities - These debt securities are classified as Level 2. Fair values are determined by a third-party pricing service, as detailed above.

•State and municipal securities/Collateralized mortgage obligations/Residential mortgage-backed securities/Commercial mortgage-backed securities - These debt securities are classified as Level 2. Fair values are determined by a third-party pricing service, as detailed above.

•Corporate debt securities - This category consists of subordinated and senior debt issued by financial institutions ($433.4 million at December 31, 2023 and $415.4 million at December 31, 2022) and other corporate debt issued by non-financial institutions ($7.2 million at December 31, 2023 and $6.9 million at December 31, 2022).

Level 2 investments include subordinated debt and senior debt, and other corporate debt issued by non-financial institutions at December 31, 2023 and 2022. The fair values for these corporate debt securities are determined by a third-party pricing service, as detailed above.

Investments held in Rabbi Trust - This category consists of mutual funds that are held in trust for employee deferred compensation plans that the Corporation has elected to measure at fair value. Shares of mutual funds are valued based on net asset value, which represents quoted market prices for the underlying shares held in the mutual funds, and as such, are classified as Level 1.

Derivative assets - Fair value of foreign currency exchange contracts classified as Level 1 assets ($0.6 million at December 31, 2023 and $0.7 million at December 31, 2022). The mutual funds and foreign exchange prices used to measure these items at fair value are based on quoted prices for identical instruments in active markets.

Level 2 assets, representing the fair value of mortgage banking derivatives in the form of interest rate locks and forward commitments with secondary market investors ($0.5 million at December 31, 2023 and $0.2 million at December 31, 2022) and the fair value of interest rate derivatives ($157.1 million at December 31, 2023 and $166.6 million at December 31, 2022). The fair values of the interest rate locks, forward commitments and interest rate derivatives represent the amounts that would be required to settle the derivative financial instruments at the balance sheet date. See "Note 11 - Derivative Financial Instruments," for additional information.

Deferred compensation liabilities - Fair value of amounts due to employees under deferred compensation plans, classified as Level 1 liabilities and are included in other liabilities on the consolidated balance sheets. The fair values of these liabilities are determined in the same manner as the related assets, as described under the heading "Investments held in Rabbi Trust" above.

Derivative liabilities - Level 1 liabilities, representing the fair value of foreign currency exchange contracts ($0.5 million and $0.6 million at December 31, 2023 and 2022, respectively).

Level 2 liabilities, representing the fair value of mortgage banking derivatives in the form of interest rate locks and forward commitments with secondary market investors ($0.9 million at December 31, 2023 and $0.2 million at December 31, 2022) and the fair value of interest rate derivatives ($245.6 million at December 31, 2023 and $296.3 million at December 31, 2022).

The fair values of these liabilities are determined in the same manner as the related assets, as described under the heading "Derivative assets" above.

Certain financial instruments are not measured at fair value on an ongoing basis but are subject to fair value measurement in certain circumstances, such as upon their acquisition or when there is evidence of impairment. The following table presents Level 3 financial assets measured at fair value on a nonrecurring basis:


	2023		2022
	(dollars in thousands)
Loans, net	$	102,135	$	121,115
OREO	896		5,790
MSRs(1)	49,696		50,044
Total assets	$	152,727	$	176,949

(1) Amounts shown are estimated fair value. MSRs are recorded on the Corporation's consolidated balance sheets at lower of amortized cost or fair value. See

"Note 8 - Mortgage Servicing Rights" for additional information.

The valuation techniques used to measure fair value for the items in the table above are as follows:

•Loans, net – This category consists of loans that were individually evaluated for impairment and have been classified as Level 3 assets. The amount shown is the balance of non-accrual loans, net of related ACL. See "Note 5 - Loans and Allowance for Credit Losses," for additional details.

•OREO – This category consists of OREO classified as Level 3 assets, for which the fair values were based on estimated selling prices less estimated selling costs for similar assets in active markets.

•MSRs – This category consists of MSRs, which were initially recorded at fair value upon the sale of residential mortgage loans to secondary market investors, and subsequently carried at the lower of amortized cost or fair value. MSRs are amortized as a reduction to servicing income over the estimated lives of the underlying loans. MSRs are stratified by product type and evaluated for impairment by comparing each stratum's carrying amount to its estimated fair value. Fair values are determined at the end of each quarter through a discounted cash flows valuation performed by a third-party valuation expert. Significant inputs to the valuation included expected net servicing income, the discount rate and the expected life of the underlying loans. Expected life is based on the contractual terms of the loans, as adjusted for prepayment projections. The weighted average annual constant prepayment rate and the weighted average discount rate used in the December 31, 2023 valuation were 7.4% and 9.5%, respectively. Management reviews the reasonableness of the significant inputs to the third-party valuation in comparison to market data. See "Note 8 - Mortgage Servicing Rights," for additional information. Changes in any of those inputs, in isolation, could result in a significantly different fair value measurement, as depicted in the table below:

Significant Input

Scenario Shock

% Change in Valuation

Prepayment Rate

+ 15%

(4)%

Prepayment Rate

- 15%

Discount Rate

- 200 bps

10%

Discount Rate

+ 200 bps

(8)%

The following table details the book values and the estimated fair values of the Corporation's financial instruments as of December 31, 2023 and 2022. A general description of the methods and assumptions used to estimate such fair values is also provided.


	2023
			Estimated Fair Value
	Carrying Amount		Level 1		Level 2		Level 3		Total
FINANCIAL ASSETS	(dollars in thousands)
Cash and cash equivalents	$	549,710	$	549,710	$	—	$	—	$	549,710
FRB and FHLB stock	124,405		—		124,405		—		124,405
Loans held for sale	15,158		—		15,158		—		15,158
AFS securities	2,398,352		42,161		2,356,191		—		2,398,352
HTM securities	1,267,922		—		1,072,207		—		1,072,207
Loans, net	21,057,690		—		—		19,930,560		19,930,560
Accrued interest receivable	107,972		107,972		—		—		107,972
Other assets	661,067		452,935		157,540		50,592		661,067
FINANCIAL LIABILITIES
Demand and savings deposits	$	17,653,690	$	17,653,690	$	—	$	—	$	17,653,690
Brokered deposits	1,144,692		145,987		999,392		—		1,145,379
Time deposits	2,739,241		—		2,714,709		—		2,714,709
Accrued interest payable	35,083		35,083		—		—		35,083
Federal funds purchased	240,000		240,000		—		—		240,000
Federal Home Loan Bank advances	1,100,000		1,094,013		—		—		1,094,013
Senior debt and subordinated debt	535,384		—		463,270		—		463,270
Other borrowings	612,142		611,269		837		—		612,106
Other liabilities	429,046		165,635		246,157		17,254		429,046

	2022
			Estimated Fair Value
	Carrying Amount		Level 1		Level 2		Level 3		Total
FINANCIAL ASSETS	(dollars in thousands)
Cash and cash equivalents	$	681,921	$	681,921	$	—	$	—	$	681,921
FRB and FHLB stock	130,186		—		130,186		—		130,186
Loans held for sale	7,264		—		7,264		—		7,264
AFS securities	2,646,767		218,485		2,428,282		—		2,646,767
HTM securities	1,321,256		—		1,125,049		—		1,125,049
Loans, net	20,010,181		—		—		18,862,701		18,862,701
Accrued interest receivable	91,579		91,579		—		—		91,579
Other assets	642,049		419,419		166,796		55,834		642,049
FINANCIAL LIABILITIES
Demand and savings deposits	$	18,851,912	$	18,851,912	$	—	$	—	$	18,851,912
Brokered deposits	208,416		188,416		25,085		—		213,501
Time deposits	1,589,210		—		1,574,747		—		1,574,747
Accrued interest payable	10,185		10,185		—		—		10,185
Federal funds purchased	191,000		190,998		—		—		190,998
Federal Home Loan Bank advances	1,250,000		1,249,629		—		—		1,249,629
Senior debt and subordinated debt	539,634		—		456,867		—		456,867
Other borrowings	890,573		889,393		1,180		—		890,573
Other liabilities	467,705		154,912		296,465		16,328		467,705

Fair values of financial instruments are significantly affected by the assumptions used, principally the timing of future cash flows and discount rates. Because assumptions are inherently subjective in nature, the estimated fair values cannot be substantiated by comparison to independent market quotes and, in many cases, the estimated fair values could not necessarily

be realized in an immediate sale or settlement of the instrument. The aggregate fair value amounts presented do not necessarily represent management's estimate of the underlying value of the Corporation.

For short-term financial instruments, defined as those with remaining maturities of 90 days or less, and excluding those recorded at fair value on the Corporation's consolidated balance sheets, book value was considered to be a reasonable estimate of fair value.

The following instruments are predominantly short-term:


Assets						Liabilities
Cash and cash equivalents						Demand and savings deposits
Accrued interest receivable						Other borrowings
						Accrued interest payable

FRB and FHLB stock represent restricted investments and are carried at cost on the consolidated balance sheets, which is a reasonable estimate of fair value.

As of December 31, 2023, fair values for loans and time deposits were estimated by discounting future cash flows using the current rates, as adjusted for liquidity considerations, at which similar loans would be made to borrowers and similar deposits would be issued to customers for the same remaining maturities. Fair values of loans also include estimated credit losses that would be assumed in a market transaction, which represents estimated exit prices.

Brokered deposits consist of demand and saving deposits, which are classified as Level 1, and time deposits, which are classified as Level 2. The fair value of these deposits is determined in a manner consistent with the respective type of deposits discussed above.

- 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.

+ References + Details