FASB Accounting Standards Codification Topic (“ASC”) 820, “Fair Value Measurements and Disclosures,” provides guidance for using fair value to measure assets and liabilities and 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).

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 on a recurring basis 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”).

Securities available for sale: Securities available for sale consist primarily of debt securities, such as obligations of U.S. Government agencies and corporations, obligations of states and political subdivisions and mortgage-backed 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: 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, interest rate collars 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 in 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.


	Level 1		Level 2		Level 3		Totals
September 30, 2022
Financial assets:

Securities available for sale	$	—	$	1,569,242	$	—	$	1,569,242
Derivative instruments	—		46,207		—		46,207
Mortgage loans held for sale in loans held for sale	—		144,642		—		144,642
Total financial assets	$	—	$	1,760,091	$	—	$	1,760,091
Financial liabilities:
Derivative instruments:	$	—	$	35,830	$	—	$	35,830


	Level 1		Level 2		Level 3		Totals
December 31, 2021
Financial assets:

Securities available for sale	$	—	$	2,386,052	$	—	$	2,386,052

Derivative instruments	—		17,698		—		17,698
Mortgage loans held for sale in loans held for sale	—		453,533		—		453,533
Total financial assets	$	—	$	2,857,283	$	—	$	2,857,283
Financial liabilities:
Derivative instruments	$	—	$	13,803	$	—	$	13,803

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 nine months ended September 30, 2022.

For the three and nine months ended September 30, 2022 and the three months ended September 30, 2021, respectively, 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 provides a reconciliation for assets and liabilities measured at fair value on a recurring basis using significant unobservable inputs, or Level 3 inputs, for the nine months ended September 30, 2021.


	2021
Three Months Ended September 30, 2022	Trust preferred securities














Nine Months Ended September 30,
Balance at beginning of period	$	9,012
Accretion included in net income	7
Unrealized gains included in other comprehensive income	941

Realized losses	2,061
Purchases	(12,021)





Balance at end of period	$	—

Certain assets and liabilities 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 tables provide 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:

Individually evaluated loans: Loans are individually evaluated for credit losses each quarter 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. Individually evaluated loans are reviewed and evaluated on at least a quarterly basis for additional impairment and adjusted accordingly, based on the same factors previously identified. Individually evaluated loans that were measured or re-measured at fair value had a carrying value of $14,774 and $12,939 at September 30, 2022 and December 31, 2021, respectively, and a specific reserve for these loans of $2,667 and $5,011 was included in the allowance for credit losses as of such dates.

Other real estate owned: OREO is comprised of commercial and residential real estate obtained in partial or total satisfaction of loan obligations. OREO 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.

Mortgage servicing rights: Mortgage 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 September 30, 2022 and December 31, 2021. There were no valuation adjustments on MSRs during the nine months ended September 30, 2022 and $13,561 of positive valuation adjustments recognized during the nine months ended September 30, 2021.

Financial instrument

Fair
Value

Valuation Technique

Significant
Unobservable Inputs

Range of Inputs

Individually evaluated loans, net of allowance for credit losses

12,107

Appraised value of collateral less estimated costs to sell

Estimated costs to sell

4-10%

OREO

2,412

Appraised value of property less estimated costs to sell

Estimated costs to sell

4-10%

The Company has elected to measure all mortgage loans held for sale 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 $14,537 and $10,425 resulting from fair value changes of these mortgage loans were recorded in income during the nine months ended September 30, 2022 and 2021, 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 “Mortgage banking income” 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.


	Aggregate Fair Value		Aggregate Unpaid Principal Balance		Difference
September 30, 2022
Mortgage loans held for sale measured at fair value	$	144,642	$	147,363	$	(2,721)



December 31, 2021
Mortgage loans held for sale measured at fair value	$	453,533	$	441,717	$	11,816

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 September 30, 2022	Carrying Value		Level 1		Level 2		Level 3		Total
Financial assets
Cash and cash equivalents	$	479,500	$	479,500	$	—	$	—	$	479,500
Securities held to maturity	1,353,502		—		1,218,656		—		1,218,656
Securities available for sale	1,569,242		—		1,569,242		—		1,569,242
Loans held for sale	144,642		—		144,642		—		144,642
Loans, net	10,930,648		—		—		10,392,244		10,392,244
Mortgage servicing rights	81,980		—		—		119,752		119,752
Derivative instruments	46,207		—		46,207		—		46,207
Financial liabilities
Deposits	$	13,432,124	$	12,225,041	$	1,167,728	$	—	$	13,392,769
Short-term borrowings	312,818		312,818		—		—		312,818


Junior subordinated debentures	111,807		—		101,088		—		101,088
Subordinated notes	315,014		—		284,000		—		284,000
Derivative instruments	35,830		—		35,830		—		35,830


			Fair Value
As of December 31, 2021	Carrying Value		Level 1		Level 2		Level 3		Total
Financial assets
Cash and cash equivalents	$	1,877,965	$	1,877,965	$	—	$	—	$	1,877,965
Securities held to maturity	416,357		—		415,552		—		415,552
Securities available for sale	2,386,052		—		2,386,052		—		2,386,052
Loans held for sale	453,533		—		453,533		—		453,533
Loans, net	9,856,743		—		—		9,690,604		9,690,604
Mortgage servicing rights	89,018		—		—		99,425		99,425
Derivative instruments	17,698		—		17,698		—		17,698
Financial liabilities
Deposits	$	13,905,724	$	12,494,342	$	1,408,397	$	—	$	13,902,739
Short-term borrowings	13,947		13,947		—		—		13,947

Federal Home Loan Bank advances	417		—		422		—		422
Junior subordinated debentures	111,373		—		106,682		—		106,682
Subordinated notes	359,419		—		373,950		—		373,950
Derivative instruments	13,803		—		13,803		—		13,803