Fair Value Measurements

(In Thousands)

Fair Value Measurements and the Fair Level Hierarchy

ASC 820, “Fair Value Measurements and Disclosures,” provides guidance for using fair value to measure assets and liabilities and also establishes a fair value hierarchy that prioritizes the inputs to valuation techniques used to measure fair value into three broad levels. The fair value hierarchy gives the highest priority to a valuation based on quoted prices in active markets for identical assets and liabilities (Level 1), moderate priority to a valuation based on quoted prices in active markets for similar assets and liabilities and/or based on assumptions that are observable in the market (Level 2), and the lowest priority to a valuation based on assumptions that are not observable in the market (Level 3).

Recurring Fair Value Measurements

The Company carries certain assets and liabilities at fair value on a recurring basis in accordance with applicable standards. The Company’s recurring fair value measurements are based on the requirement to carry such assets and liabilities at fair value or the Company’s election to carry certain eligible assets and liabilities at fair value. Assets and liabilities that are required to be carried at fair value include securities available for sale and derivative instruments. The Company has elected to carry mortgage loans held for sale at fair value on a recurring basis as permitted under the guidance in ASC 825, “Financial Instruments” (“ASC 825”).

The following methods and assumptions are used by the Company to estimate the fair values of the Company’s financial assets and liabilities that are measured on a recurring basis:

Securities available for sale: Securities available for sale consist primarily of debt securities, such as obligations of U.S. Government agencies and corporations, mortgage-backed securities, trust preferred securities, and other debt and equity securities. Where quoted market prices in active markets are available, securities are classified within Level 1 of the fair value hierarchy. If quoted prices from active markets are not available, fair values are based on quoted market prices for similar instruments traded in active markets, quoted market prices for identical or similar instruments traded in markets that are not active, or model-based valuation techniques where all significant assumptions are observable in the market. Such instruments are classified within Level 2 of the fair value hierarchy. When assumptions used in model-based valuation techniques are not observable in the market, the assumptions used by management reflect estimates of assumptions used by other market participants in determining fair value. When there is limited transparency around the inputs to the valuation, the instruments are classified within Level 3 of the fair value hierarchy.

Derivative instruments: The Company uses derivatives to manage various financial risks. Most of the Company’s derivative contracts are extensively traded in over-the-counter markets and are valued using discounted cash flow models which incorporate observable market based inputs including current market interest rates, credit spreads, and other factors. Such instruments are categorized within Level 2 of the fair value hierarchy and include interest rate swaps and other interest rate contracts such as interest rate caps and/or floors. The Company’s interest rate lock commitments are valued using current market prices for mortgage-backed securities with similar characteristics, adjusted for certain factors including servicing and risk. The value of the Company’s forward commitments is based on current prices for securities backed by similar types of loans. Because these assumptions are observable in active markets, the Company’s interest rate lock commitments and forward commitments are categorized within Level 2 of the fair value hierarchy.

Mortgage loans held for sale: Mortgage loans held for sale are primarily agency loans which trade in active secondary markets. The fair value of these instruments is derived from current market pricing for similar loans, adjusted for differences in loan characteristics, including servicing and risk. Because the valuation is based on external pricing of similar instruments, mortgage loans held for sale are classified within Level 2 of the fair value hierarchy.

The following table presents assets and liabilities that are measured at fair value on a recurring basis as of the dates presented:



	Level 1		Level 2		Level 3		Totals
June 30, 2013
Financial assets:
Securities available for sale:
Obligations of other U.S. Government agencies and corporations	$	—	$	6,120	$	—	$	6,120
Residential mortgage-backed securities:
Government agency mortgage backed securities	—		171,902		—		171,902
Government agency collateralized mortgage obligations	—		131,356		—		131,356
Commercial mortgage-backed securities:
Government agency mortgage backed securities	—		42,753		—		42,753
Government agency collateralized mortgage obligations	—		5,078		—		5,078
Trust preferred securities	—		—		15,960		15,960
Other debt securities	—		21,280		—		21,280
Other equity securities	—		3,741		—		3,741
Total securities available for sale	—		382,230		15,960		398,190
Derivative instruments:
Interest rate swaps	—		10		—		10
Interest rate contracts	—		1,824		—		1,824
Interest rate lock commitments	—		76		—		76
Forward contracts	—		4,599		—		4,599
Total derivative instruments	—		6,509		—		6,509
Mortgage loans held for sale	—		50,268		—		50,268
Total financial assets	$	—	$	439,007	$	15,960	$	454,967
Financial liabilities:
Derivative instruments:
Interest rate swaps	$	—	$	232	$	—	$	232
Interest rate contracts	—		1,826		—		1,826
Interest rate lock commitments	—		606		—		606
Forward commitments	—		—		—		—
Total derivative instruments	—		2,664		—		2,664
Total financial liabilities	$	—	$	2,664	$	—	$	2,664



	Level 1		Level 2		Level 3		Totals
December 31, 2012
Financial assets:
Securities available for sale:
Obligations of other U.S. Government agencies and corporations	$	—	$	2,442	$	—	$	2,442
Residential mortgage-backed securities:
Government agency mortgage backed securities	—		144,817		—		144,817
Government agency collateralized mortgage obligations	—		117,521		—		117,521
Commercial mortgage-backed securities:
Government agency mortgage backed securities	—		45,058		—		45,058
Government agency collateralized mortgage obligations	—		5,407		—		5,407
Trust preferred securities	—		—		15,068		15,068
Other debt securities	—		22,930		—		22,930
Other equity securities	—		3,068		—		3,068
Total securities available for sale	—		341,243		15,068		356,311
Derivative instruments:
Interest rate contracts	—		3,083		—		3,083
Interest rate lock commitments	—		1,571		—		1,571
Total derivative instruments	—		4,654		—		4,654
Mortgage loans held for sale	—		34,845		—		34,845
Total financial assets	$	—	$	380,742	$	15,068	$	395,810
Financial liabilities:
Derivative instruments:
Interest rate swaps	$	—	$	2,164	$	—	$	2,164
Interest rate contracts	—		3,152		—		3,152
Forward commitments	—		198		—		198
Total derivative instruments	—		5,514		—		5,514
Total financial liabilities	$	—	$	5,514	$	—	$	5,514

The Company reviews fair value hierarchy classifications on a quarterly basis. Changes in the Company’s ability to observe inputs to the valuation may cause reclassification of certain assets or liabilities within the fair value hierarchy. Transfers between levels of the hierarchy are deemed to have occurred at the end of period. There were no such transfers between levels of the fair value hierarchy during the three or six months ended June 30, 2013.

The following tables provide a reconciliation for assets and liabilities measured at fair value on a recurring basis using significant unobservable inputs, or Level 3 inputs, during the three and six months ended June 30, 2013 and 2012, respectively:



	Securities available for sale
Three Months Ended June 30, 2013	Trust preferred securities			Other equity securities		Total
Balance at April 1, 2013	$	16,162		$	—	$	16,162
Realized gains (losses) included in net income	—			—		—
Unrealized gains (losses) included in other comprehensive income	(84		)	—		(84		)
Purchases	—			—		—
Sales	—			—		—
Issues	—			—		—
Settlements	(118		)	—		(118		)
Transfers into Level 3	—			—		—
Transfers out of Level 3	—			—		—
Balance at June 30, 2013	$	15,960		$	—	$	15,960



	Securities available for sale
Three Months Ended June 30, 2012	Trust preferred securities			Other equity securities		Total
Balance at April 1, 2012	$	12,866		$	2,660	$	15,526
Realized gains (losses) included in net income	—			14		14
Unrealized gains (losses) included in other comprehensive income	(194		)	116		(78		)
Reclassification adjustment	—			—		—
Purchases	—			—		—
Sales	—			—		—
Issues	—			—		—
Settlements	—			—		—
Transfers into Level 3	—			—		—
Transfers out of Level 3	—			—		—
Balance at June 30, 2012	$	12,672		$	2,790	$	15,462



	Securities available for sale
Six Months Ended June 30, 2013	Trust preferred securities			Other equity securities		Total
Balance at January 1, 2013	$	15,068		$	—	$	15,068
Realized gains (losses) included in net income	—			—		—
Unrealized gains (losses) included in other comprehensive income	1,794			—		1,794
Purchases	—			—		—
Sales	—			—		—
Issues	—			—		—
Settlements	—			—		—
Transfers into Level 3	(902		)	—		(902		)
Transfers out of Level 3	—			—		—
Balance at June 30, 2013	$	15,960		$	—	$	15,960



	Securities available for sale
Six Months Ended June 30, 2012	Trust preferred securities			Other equity securities		Total
Balance at January 1, 2012	$	12,785		$	2,237	$	15,022
Realized gains (losses) included in net income	—			14		14
Unrealized gains (losses) included in other comprehensive income	839			539		1,378
Purchases	(952		)	—		(952		)
Sales	—			—		—
Issues	—			—		—
Settlements	—			—		—
Transfers into Level 3	—			—		—
Transfers out of Level 3	—			—		—
Balance at June 30, 2012	$	12,672		$	2,790	$	15,462

For the three and six months ended June 30, 2013 and 2012, there were no gains or losses included in earnings that were attributable to the change in unrealized gains or losses related to assets or liabilities held at the end of each respective period that were measured on a recurring basis using significant unobservable inputs.

The following table presents information as of June 30, 2013 about significant unobservable inputs (Level 3) used in the valuation of assets and liabilities measured at fair value on a recurring basis:



Financial instrument	Fair Value		Valuation Technique	Significant Unobservable Inputs	Range of Inputs
Trust preferred securities	$	15,960	Discounted cash flows	Default rate	0-100%

Nonrecurring Fair Value Measurements

Certain assets may be recorded at fair value on a nonrecurring basis. These nonrecurring fair value adjustments typically are a result of the application of the lower of cost or market accounting or a write-down occurring during the period. The following table provides the fair value measurement for assets measured at fair value on a nonrecurring basis that were still held on the Consolidated Balance Sheets as of the dates presented and the level within the fair value hierarchy each is classified:



June 30, 2013	Level 1		Level 2		Level 3		Totals
Impaired loans	$	—	$	—	$	7,433	$	7,433
OREO	—		—		28,862		28,862
Total	$	—	$	—	$	36,295	$	36,295



December 31, 2012	Level 1		Level 2		Level 3		Totals
Impaired loans	$	—	$	—	$	20,178	$	20,178
OREO	—		—		33,761		33,761
Total	$	—	$	—	$	53,939	$	53,939

The following methods and assumptions are used by the Company to estimate the fair values of the Company’s financial assets and liabilities measured on a nonrecurring basis:

Impaired loans: Loans considered impaired are reserved for at the time the loan is identified as impaired taking into account the fair value of the collateral less estimated selling costs. Collateral may be real estate and/or business assets including but not limited to equipment, inventory and accounts receivable. The fair value of real estate is determined based on appraisals by qualified licensed appraisers. The fair value of the business assets is generally based on amounts reported on the business’s financial statements. Appraised and reported values may be adjusted based on changes in market conditions from the time of valuation and management’s knowledge of the client and the client’s business. Since not all valuation inputs are observable, these nonrecurring fair value determinations are classified as Level 3. Impaired loans are reviewed and evaluated on at least a quarterly basis for additional impairment and adjusted accordingly, based on the same factors previously identified. Impaired loans covered under loss-share agreements were recorded at their fair value upon the acquisition date, and no fair value adjustments were necessary for the three or six months ended June 30, 2013 and 2012, respectively. Impaired loans not covered under loss-share agreements that were measured or re-measured at fair value had a carrying value of $8,963 and $27,149 at June 30, 2013 and December 31, 2012, respectively, and a specific reserve for these loans of $1,530 and $6,971 was included in the allowance for loan losses for the periods ended on such respective dates.

Other real estate owned: OREO is comprised of commercial and residential real estate obtained in partial or total satisfaction of loan obligations. OREO covered under loss-share agreements is recorded at its fair value on its acquisition date. OREO not covered under loss-share agreements acquired in settlement of indebtedness is recorded at the fair value of the real estate less estimated costs to sell. Subsequently, it may be necessary to record nonrecurring fair value adjustments for declines in fair value. Fair value, when recorded, is determined based on appraisals by qualified licensed appraisers and adjusted for management’s estimates of costs to sell. Accordingly, values for OREO are classified as Level 3.

The following table presents OREO measured at fair value on a nonrecurring basis that was still held in the Consolidated Balance Sheets as of the dates presented:



	June 30, 2013			December 31, 2012
OREO covered under loss-share agreements:
Carrying amount prior to remeasurement	$	30,365		$	19,254
Impairment recognized in results of operations	(982		)	(901		)
Increase in FDIC loss-share indemnification asset	(3,926		)	(3,602		)
Receivable from other guarantor	—			(41		)
Fair value	$	25,457		$	14,710
OREO not covered under loss-share agreements:
Carrying amount prior to remeasurement	$	4,215		$	22,277
Impairment recognized in results of operations	(810		)	(3,226		)
Fair value	$	3,405		$	19,051

Mortgage servicing rights: The Company retains the right to service certain mortgage loans that it sells to secondary market investors. These servicing rights are carried at the lower of amortized cost or fair value. Fair value is determined using an income approach with various assumptions including expected cash flows, market discount rates, prepayment speeds, servicing costs, and other factors. Because these factors are not all observable and include management’s assumptions, mortgage servicing rights are classified within Level 3 of the fair value hierarchy. Mortgage servicing rights were carried at amortized cost at June 30, 2013 and December 31, 2012, and no impairment charges were recognized in earnings for the three or six months ended June 30, 2013 and 2012.



Financial instrument	Fair Value		Valuation Technique	Significant Unobservable Inputs	Range of Inputs
Impaired loans	$	7,433	Appraised value of collateral less estimated costs to sell	Estimated costs to sell	4-10%
OREO	28,862		Appraised value of property less estimated costs to sell	Estimated costs to sell	4-10%

Fair Value Option

The Company elected to measure all mortgage loans originated for sale on or after July 1, 2012 at fair value under the fair value option as permitted under ASC 825. Electing to measure these assets at fair value reduces certain timing differences and better matches the changes in fair value of the loans with changes in the fair value of derivative instruments used to economically hedge them.

Net losses of $1,510 and $1,788 resulting from fair value changes of these mortgage loans were recorded in income during the three and six months ended June 30, 2013, respectively. The amount does not reflect changes in fair values of related derivative instruments used to hedge exposure to market-related risks associated with these mortgage loans. The change in fair value of both mortgage loans held for sale and the related derivative instruments are recorded in “Gains on sales of mortgage loans held for sale” in the Consolidated Statements of Income.

The Company’s valuation of mortgage loans held for sale incorporates an assumption for credit risk; however, given the short-term period that the Company holds these loans, valuation adjustments attributable to instrument-specific credit risk is nominal. Interest income on mortgage loans held for sale measured at fair value is accrued as it is earned based on contractual rates and is reflected in loan interest income on the Consolidated Statements of Income.

The following table summarizes the differences between the fair value and the principal balance for mortgage loans held for sale measured at fair value as of:



June 30, 2013	Aggregate Fair Value		Aggregate Unpaid Principal Balance		Difference
Mortgage loans held for sale measured at fair value	$	50,268	$	51,213	$	(945	)
Past due loans of 90 days or more	—		—		—
Nonaccrual loans	—		—		—

Fair Value of Financial Instruments

The carrying amounts and estimated fair values of the Company’s financial instruments, including those assets and liabilities that are not measured and reported at fair value on a recurring basis or nonrecurring basis, were as follows as of the dates presented:



			Fair Value
As of June 30, 2013	Carrying Value		Level 1		Level 2		Level 3		Total
Financial assets
Cash and cash equivalents	$	79,015	$	79,015	$	—	$	—	$	79,015
Securities held to maturity	348,340		—		347,155		—		347,155
Securities available for sale	398,190		—		382,230		15,960		398,190
Mortgage loans held for sale	50,268		—		50,268		—		50,268
Loans covered under loss-share agreements	201,494		—		—		200,057		200,057
Loans not covered under loss-share agreements, net	2,635,983		—		—		2,572,710		2,572,710
FDIC loss-share indemnification asset	30,698		—		—		30,698		30,698
Mortgage servicing rights	7,181		—		—		7,723		7,723
Derivative instruments	6,509		—		6,509		—		6,509
Financial liabilities
Deposits	$	3,505,158	$	2,287,104	$	1,223,615	$	—	$	3,510,719
Short-term borrowings	42,819		42,819		—		—		42,819
Federal Home Loan Bank advances	77,441		—		91,663		—		91,663
Junior subordinated debentures	75,529		—		24,692		—		24,692
Derivative instruments	2,664		—		2,664		—		2,664



			Fair Value
As of December 31, 2012	Carrying Value		Level 1		Level 2		Level 3		Total
Financial assets
Cash and cash equivalents	$	132,420	$	132,420	$	—	$	—	$	132,420
Securities held to maturity	317,766		—		334,475		—		334,475
Securities available for sale	356,311		—		341,243		15,068		356,311
Mortgage loans held for sale	34,845		—		34,845		—		34,845
Loans covered under loss-share agreements	237,088		—		—		235,890		235,890
Loans not covered under loss-share agreements, net	2,528,818		—		—		2,452,937		2,452,937
FDIC loss-share indemnification asset	44,153		—		—		44,153		44,153
Mortgage servicing rights	4,233		—		—		4,259		4,259
Derivative instruments	4,654		—		4,654		—		4,654
Financial liabilities
Deposits	$	3,461,221	$	2,268,568	$	1,200,785	$	—	$	3,469,353
Short-term borrowings	5,254		5,254		—		—		5,254
Federal Home Loan Bank advances	83,843		—		99,870		—		99,870
Junior subordinated debentures	75,609		—		27,985		—		27,985
Derivative instruments	5,514		—		5,514		—		5,514

The following methods and assumptions were used to estimate the fair value of each class of financial instruments for which it is practicable to estimate that value. The methodologies for estimating the fair value of financial assets and liabilities that are measured at fair value on a recurring or nonrecurring basis are discussed previously.

Cash and cash equivalents: Cash and cash equivalents consist of cash and due from banks and interest-bearing balances with banks. The carrying amount reported in the Consolidated Balance Sheets for cash and cash equivalents approximates fair value based on the short-term nature of these assets.

Securities held to maturity: Securities held to maturity consist of debt securities such as obligations of U.S. Government agencies, states, and other political subdivisions. Where quoted market prices in active markets are available, securities are classified within Level 1 of the fair value hierarchy. If quoted prices from active markets are not available, fair values are based on quoted market prices for similar instruments traded in active markets, quoted market prices for identical or similar instruments traded in markets that are not active, or model-based valuation techniques where all significant assumptions are observable in the market. Such instruments are classified within Level 2 of the fair value hierarchy. When assumptions used in model-based valuation techniques are not observable in the market, the assumptions used by management reflect estimates of assumptions used by other market participants in determining fair value. When there is limited transparency around the inputs to the valuation, the instruments are classified within Level 3 of the fair value hierarchy.

Loans covered under loss-share agreements: The fair value of loans covered under loss-share agreements is based on the net present value of future cash proceeds expected to be received using discount rates that are derived from current market rates and reflect the level of interest risk in the covered loans.

Loans not covered under loss-share agreements: For variable-rate loans not covered under loss-share agreements that reprice frequently and with no significant change in credit risk, fair values are based on carrying values. Fair values of fixed-rate loans not covered under loss-share agreements, including mortgages and commercial, agricultural and consumer loans, are estimated using a discounted cash flow analysis based on interest rates currently being offered for loans with similar terms to borrowers of similar credit quality.

FDIC loss-share indemnification asset: The fair value of the FDIC loss-share indemnification asset is based on the net present value of future cash flows expected to be received from the FDIC under the provisions of the loss-share agreements using a discount rate that is based on current market rates for the underlying covered loans. Current market rates are used in light of the uncertainty of the timing and receipt of the loss-share reimbursement from the FDIC.

Deposits: The fair values disclosed for demand deposits, both interest-bearing and noninterest-bearing, are, by definition, equal to the amount payable on demand at the reporting date. Such deposits are classified within Level 1 of the fair value hierarchy. The fair values of certificates of deposit and individual retirement accounts are estimated using a discounted cash flow based on currently effective interest rates for similar types of deposits. These deposits are classified within Level 2 of the fair value hierarchy.

Short-term borrowings: Short-term borrowings consist of securities sold under agreements to repurchase and federal funds purchased. The fair value of these borrowings approximates the carrying value of the amounts reported in the Consolidated Balance Sheets for each respective account given the short-term nature of the liabilities.

Federal Home Loan Bank advances: The fair value for Federal Home Loan Bank (“FHLB”) advances is determined by discounting the expected future cash outflows using current market rates for similar borrowings, or Level 2 inputs.

Junior subordinated debentures: The fair value for the Company’s junior subordinated debentures is determined by discounting the future cash flows using the current market rate.