16. Fair Value

FASB ASC Topic 820, Fair Value Measurements and Disclosures, defines fair value, establishes a framework for measuring fair value in generally accepted accounting principles and expands disclosures about fair value measurements. FASB ASC Topic 820 also establishes a fair value hierarchy that prioritizes the inputs to valuation techniques used to measure fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements). Transfers between leveling categories, when determined to be appropriate, are recognized at the end of each reporting period.

The three levels of the fair value hierarchy under FASB ASC Topic 820 are:

Level 1 – Unadjusted quoted prices in active markets that are accessible at the measurement date for identical, unrestricted assets or liabilities;

Level 2 – Quoted prices for similar assets or liabilities in active markets, quoted prices for identical or similar assets or liabilities in markets that are not active, or inputs that are observable, either directly or indirectly, for substantially the full term of the asset or liability;

Level 3 – Prices or valuation techniques that require inputs that are both significant to the fair value measurement and unobservable (i.e., supported by little or no market activity).

The following table summarizes financial assets and financial liabilities measured at fair value on a recurring basis as of June 30, 2013 and December 31, 2012, segregated by the level of valuation inputs within the fair value hierarchy used to measure fair value.

Recurring Fair Value Measurements
June 30, 2013
(in thousands)	Total		(Level 1)		(Level 2)		(Level 3)
Trading securities
Obligations of U.S. Government sponsored entities	$	11,185	$	11,185	$	0	$	0
Mortgage-backed securities – residential U.S. Government sponsored entities		3,503		3,503		0		0
Available-for-sale securities
Obligations of U.S. Government sponsored entities		588,311		0		588,311		0
Obligations of U.S. states and political subdivisions		73,951		0		73,951		0
Mortgage-backed securities – residential, issued by:
U.S. Government agencies		144,293		0		144,293		0
U.S. Government sponsored entities		620,578		0		620,578		0
Non-U.S. Government agencies or sponsored entities		394		0		394		0
U.S. corporate debt securities		4,945		0		4,945		0
Equity securities		1,982		0		0		1,982

Borrowings
Other borrowings		11,424		0		11,424		0

The change in the fair value of the $1.9 million of available-for-sale securities valued using significant unobservable inputs (level 3), between January 1, 2013 and June 30, 2013 was immaterial.

Recurring Fair Value Measurements
December 31, 2012
(in thousands)	Total		(Level 1)		(Level 2)		(Level 3)
Trading securities
Obligations of U.S. Government sponsored entities	$	11,860	$	11,860	$	0	$	0
Mortgage-backed securities – residential U.S. Government sponsored entities		4,590		4,590		0		0
Available-for-sale securities
U.S. Treasury securities		1,004		1,004		0		0
Obligations of U.S. Government sponsored entities		593,778		0		593,778		0
Obligations of U.S. states and political subdivisions		79,056		0		79,056		0
Mortgage-backed securities – residential, issued by:
U.S. Government agencies		167,667		0		167,667		0
U.S. Government sponsored entities		540,355		0		540,355		0
Non-U.S. Government agencies or sponsored entities		4,354		0		4,354		0
U.S. corporate debt securities		5,083		0		5,083		0
Equity securities		2,043		0		985		1,058

Borrowings
Other borrowings		11,847		0		11,847		0

The change in the fair value of the $1.0 million of available-for-sale securities valued using significant unobservable inputs (level 3), between January 1, 2012 and December 31, 2012 was immaterial.

There were no transfers between Levels 1, 2 and 3 for the three months ended June 30, 2013.

The Company determines fair value for its trading securities using independently quoted market prices. The Company determines fair value for its available-for-sale securities using an independent bond pricing service for identical assets or very similar securities. The Company has reviewed the pricing sources and finds them to be fairly stated.

Fair values of borrowings are estimated using Level 2 inputs based upon observable market data. The Company determines fair value for its borrowings using a discounted cash flow technique based upon expected cash flows and current spreads on FHLB advances with the same structure and terms. The Company also receives pricing information from third parties, including the FHLB. The pricing obtained is considered representative of the transfer price if the liabilities were assumed by a third party. The Company's potential credit risk did not have a material impact on the quoted settlement prices used in measuring the fair value of the FHLB borrowings at June 30, 2013.

Certain assets are measured at fair value on a nonrecurring basis. For the Company, these include loans held for sale, collateral dependent impaired loans, and other real estate owned ("OREO"). During the second quarter of 2013, certain collateral dependent impaired loans were remeasured and reported at fair value through a specific valuation allowance and/or partial charge-offs for loan and lease losses based upon the fair value of the underlying collateral. Collateral values are estimated using Level 2 inputs based upon observable market data. In addition to collateral dependent impaired loans, certain other real estate owned were remeasured and reported at fair value based upon the fair value of the underlying collateral. The fair values of other real estate owned are estimated using Level 2 inputs based on observable market data or Level 3 inputs based on customized discounting criteria. In general, the fair values of other real estate owned are based upon appraisals, with discounts made to reflect estimated costs to sell the real estate. Upon initial recognition, fair value write-downs on other real estate owned are taken through a charge-off to the allowance for loan and lease losses. Subsequent fair value write-downs on other real estate owned are reported in other noninterest expense.

Non-Recurring Fair Value Measurements
Three months ended June 30, 2013
									Total gain (loss)
(In thousands)	Fair Value		(Level 1)		(Level 2)		(Level 3)		Total gain (loss)
Collateral dependent impaired loans1	$	1,034	$	0	$	1,034	$	0	$	0
Other real estate owned2		1,331		0		1,331		0		(61	)

1 Collateral-dependent impaired loans held at June 30, 2013 that had write-downs in fair value or whose specific reserve changed during the second quarter 2013.

2 There were nine OREO properties held at June 30, 2013 that had a change in fair value measurements for the second quarter of 2013.

Non-Recurring Fair Value Measurements
Three months ended June 30, 2012
									Total gain (loss)
(In thousands)	Fair Value		(Level 1)		(Level 2)		(Level 3)		Total gain (loss)
Collateral dependent impaired loans1	$	7,789	$	0	$	7,789	$	0	$	0
Other real estate owned2		2,163		0		2,163		0		(222	)

1 Collateral-dependent impaired loans held at June 30, 2012 that had write-downs in fair value or whose specific reserve changed during the second quarter 2012.

2 There were two OREO properties held at June 30, 2012 that had a change in fair value measurements for the second quarter of 2012.

Non-Recurring Fair Value Measurements
Six months ended June 30, 2013
									Total gain (loss)
(In thousands)	Fair Value		(Level 1)		(Level 2)		(Level 3)		Total gain (loss)
Collateral dependent impaired loans1	$	4,994	$	0	$	4,994	$	0	$	0
Other real estate owned2		2,452		0		2,452		0		(190	)

1 Collateral-dependent impaired loans held at June 30, 2013 that had write-downs in fair value or whose specific reserve changed during the six months ended 2013.

2 There were twenty two OREO properties held at June 30, 2013 that had a change in fair value measurements for the six months ended 2013.

Non-Recurring Fair Value Measurements
Six months ended June 30, 2012
									Total gain (loss)
(In thousands)	Fair Value		(Level 1)		(Level 2)		(Level 3)		Total gain (loss)
Collateral dependent impaired loans1	$	9,134	$	0	$	9,134	$	0	$	0
Other real estate owned2		2,163		0		2,163		0		(222	)

1 Collateral-dependent impaired loans held at June 30, 2012 that had write-downs in fair value or whose specific reserve changed during the six months ended 2012.

2 There were five OREO properties held at June 30, 2012 that had a change in fair value measurements for the six months ended 2012.

The following table presents the carrying amounts and estimated fair values of the Company's financial instruments at June 30, 2013 and December 31, 2012. The carrying amounts shown in the table are included in the Consolidated Statements of Condition under the indicated captions.

The fair value estimates, methods and assumptions set forth below for the Company's financial instruments, including those financial instruments carried at cost, are made solely to comply with disclosures required by generally accepted accounting principles in the United States and do not always incorporate the exit-price concept of fair value prescribed by ASC Topic 820-10 and should be read in conjunction with the financial statements and notes included in this Report.

Estimated Fair Value of Financial Instruments
June 30, 2013
(in thousands)	Carrying Amount		Fair Value		(Level 1)		(Level 2)		(Level 3)
Financial Assets:

Cash and cash equivalents	$	66,543	$	66,543	$	66,543	$	0	$	0
Securities - held to maturity		20,173		21,129		0		21,129		0
FHLB and FRB stock		26,039		26,039		0		26,039		0
Accrued interest receivable		17,031		17,031		0		17,031		0
Loans/leases, net1		3,029,725		3,035,038		0		4,994		3,030,044

Financial Liabilities:

Time deposits	$	937,775	$	943,732	$	0	$	943,732	$	0
Other deposits		2,975,135		2,975,135		0		2,975,135		0
Fed funds purchased and securities sold under agreements to repurchase		171,498		178,320		0		178,320		0
Other borrowings		287,674		294,897		0		294,897		0
Accrued interest payable		2,915		2,915		0		2,915		0
Trust preferred debentures		43,703		47,879		0		47,879		0

Estimated Fair Value of Financial Instruments
December 31, 2012
(in thousands)	Carrying Amount		Fair Value		(Level 1)		(Level 2)		(Level 3)
Financial Assets:

Cash and cash equivalents	$	118,930	$	118,930	$	118,930	$	0	$	0
Securities - held to maturity		24,062		25,163		0		25,163		0
FHLB and FRB stock		19,388		19,388		0		19,388		0
Accrued interest receivable		17,516		17,516		0		17,516		0
Loans/leases, net1		2,929,967		3,047,833		0		9,134		3,038,699

Financial Liabilities:

Time deposits	$	973,883	$	984,435	$	0	$	984,435	$	0
Other deposits		2,976,286		2,976,286		0		2,976,286		0
Fed funds purchased and securities sold under agreements to repurchase		213,973		222,873		0		222,873		0
Other borrowings		100,001		111,203		0		111,203		0
Accrued interest payable		3,067		3,067		0		3,067		0
Trust preferred debentures		43,668		49,421		0		49,421		0

1 Lease receivables, although excluded from the scope of ASC Topic 825, are included in the estimated fair value amounts at their carrying value.

The following methods and assumptions were used in estimating fair value disclosures for financial instruments.

CASH AND CASH EQUIVALENTS: The carrying amounts reported in the Consolidated Statements of Condition for cash, noninterest-bearing deposits, money market funds, and Federal funds sold approximate the fair value of those assets.

SECURITIES: Fair values for U.S. Treasury securities are based on quoted market prices. Fair values for obligations of U.S. government sponsored entities, mortgage-backed securities-residential, obligations of U.S. states and political subdivisions, and U.S. corporate debt securities are based on quoted market prices, where available, as provided by third party pricing vendors. If quoted market prices were not available, fair values are based on quoted market prices of comparable instruments in active markets and/or based upon matrix pricing methodology, which uses comprehensive interest rate tables to determine market price, movement and yield relationships. These securities are reviewed periodically to determine if there are any events or changes in circumstances that would adversely affect their value.

LOANS AND LEASES: The fair values of residential loans are estimated using discounted cash flow analyses, based upon available market benchmarks for rates and prepayment assumptions. The fair values of commercial and consumer loans are estimated using discounted cash flow analyses, based upon interest rates currently offered for loans and leases with similar terms and credit quality. The fair value of loans held for sale are determined based upon contractual prices for loans with similar characteristics.

FHLB AND FRB STOCK: The carrying amount of FHLB and FRB stock approximates fair value. If the stock is redeemed, the Company will receive an amount equal to the par value of the stock. For miscellaneous equity securities, carrying value is cost.

ACCRUED INTEREST RECEIVABLE AND ACCRUED INTEREST PAYABLE: The carrying amount of these short term instruments approximate fair value.

DEPOSITS: The fair values disclosed for noninterest bearing accounts and accounts with no stated maturities are equal to the amount payable on demand at the reporting date. The fair value of time deposits is based upon discounted cash flow analyses using rates offered for FHLB advances, which is the Company's primary alternative source of funds.

SECURITIES SOLD UNDER AGREEMENTS TO REPURCHASE: The carrying amounts of repurchase agreements and other short-term borrowings approximate their fair values. Fair values of long-term borrowings are estimated using a discounted cash flow approach, based on current market rates for similar borrowings. For securities sold under agreements to repurchase where the Company has elected the fair value option, the Company also receives pricing information from third parties, including the FHLB.

OTHER BORROWINGS: The fair values of other borrowings are estimated using discounted cash flow analysis, discounted at the Company's current incremental borrowing rate for similar borrowing arrangements. For other borrowings where the Company has elected the fair value option, the Company also receives pricing information from third parties, including the FHLB.

TRUST PREFERRED DEBENTURES: The fair value of the trust preferred debentures has been estimated using a discounted cash flow analysis which uses a discount factor of a market spread over current interest rates for similar instruments.