FAIR VALUE MEASUREMENTS

Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. There is a fair value hierarchy which requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. The three levels of inputs that may be used to measure fair value are as follows:

•Level 1 - Quoted prices in active markets for identical assets or liabilities

•Level 2 - Observable inputs other than Level 1 prices, such as quoted prices for similar assets or liabilities; quoted prices in markets that are not active; or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities

•Level 3 - Unobservable inputs that are supported by little or no market activity and that are significant to the fair value of of assets or liabilities

Transfers in and out of Level 1, Level 2 and Level 3 are recognized on the actual transfer date. There were no transfers between fair value hierarchy levels during the years ended December 31, 2015 and 2014.

The methodologies used by the Company in determining the fair values of each class of financial instruments are based primarily on the use of independent, market-based data to reflect a value that would be reasonably expected in an orderly transaction between market participants at the measurement date. There have been no significant changes in the valuation techniques during the periods ended December 31, 2015 and 2014.

Further details on the methods used to estimate the fair value of each class of financial instruments above are discussed below:

Investment Securities Available-for-Sale. The methodologies used by the Company in determining the fair values of each class of financial instruments are based primarily on the use of independent, market-based data to reflect a value that would be reasonably expected in an orderly transaction between market participants at the measurement date, and therefore as classified within Level 2 of the valuation hierarchy. The Company obtains fair value measurements for investment securities from an independent pricing service. The fair value measurements consider observable data that may include dealer quotes, market spreads, cash flows, the U.S. Treasury yield curve, live trading levels, trade execution data, market consensus prepayment speeds, credit information and the investment's terms and conditions, among other things. Vendors chosen by the Company are widely recognized vendors whose evaluations support the pricing functions of financial institutions, investment and mutual funds, and portfolio managers. The Company has documented and evaluated the pricing methodologies used by the vendors and maintains internal processes that regularly test valuations. These internal processes include obtaining and reviewing available reports on internal controls, evaluating the prices for reasonableness given market changes, obtaining and evaluating the inputs used in the model for a sample of securities, investigating anomalies and confirming determinations through discussions with the vendor. For investment securities, if needed, a broker may be utilized to determine the reported fair value.

Interest Rate Swap Derivative Financial Instruments. Fair values for interest rate swap derivative financial instruments are based upon the estimated amounts to settle the contracts considering current interest rates and are calculated using discounted cash flows that are observable or that can be corroborated by observable market data and, therefore, are classified within Level 2 of the valuation hierarchy. The inputs used to determine fair value include the 3 month LIBOR forward curve to estimate variable rate cash inflows and the fed funds effective swap rate to estimate the discount rate. The estimated variable rate cash inflows are compared to the fixed rate outflows and such difference is discounted to a present value to estimate the fair value of the interest rate swaps. The change in the value of derivative assets attributable to basis risk, or the risk that offsetting investments in a hedging strategy will not experience price changes in entirely opposite directions from each other, was not significant in the reported periods. The Company also obtains and compares the reasonableness of the pricing from an independent third party.

For purposes of potential valuation adjustments to our derivative positions, we evaluate the credit risk of our counterparties as well as ours. Accordingly, we have considered factors such as the likelihood of our default and the default of our counterparties, our net exposures and remaining contractual life, among other things, in determining if any fair value adjustments related to credit risk are required. The change in value of derivative assets and derivative liabilities attributable to credit risk was not significant during the reported periods.

Deferred Compensation Plan. The fair values of deferred compensation plan assets are based primarily on the use of independent, market-based data to reflect a value that would be reasonably expected in an orderly transaction between market participants at the measurement date, and therefore are classified within Level 2 of the valuation hierarchy. These investments are in the same funds and purchased in the same amounts as the participants’ selected investments, which represent the underlying liabilities to plan participants. Deferred compensation plan liabilities are recorded at amounts due to participants, based on the fair value of participants’ selected investments.

Financial assets and financial liabilities measured at fair value on a recurring basis are as follows:



			Fair Value Measurements at Reporting Date Using
As of December 31, 2015	Balance		Quoted Prices in Active Markets for Identical Assets (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Unobservable Inputs (Level 3)
Investment securities available-for-sale:
U.S. Treasury Notes	$	3,911	$	—	$	3,911	$	—
Obligations of U.S. government agencies	520,181		—		520,181		—
U.S. agency mortgage-backed securities & collateralized mortgage obligations	929,046		—		929,046		—
Private mortgage-backed securities	156		—		156		—
Other investments	3,546		—		3,546		—
Derivative assets:
Interest rate swaps	953		—		953		—
Derivative liabilities:
Interest rate swaps	829		—		829		—
Deferred compensation plan assets	10,149		—		10,149		—
Deferred compensation plan liabilities	10,149		—		10,149		—



			Fair Value Measurements at Reporting Date Using
As of December 31, 2014	Balance		Quoted Prices in Active Markets for Identical Assets (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Unobservable Inputs (Level 3)
Investment securities available-for-sale:
Obligations of U.S. government agencies	$	720,933	$	—	$	720,933	$	—
U.S. agency mortgage-backed securities & collateralized mortgage obligations	990,666		—		990,666		—
Private mortgage-backed securities	325		—		325		—
Derivative assets:
Interest rate swaps	61		—		61		—
Derivative liabilities:
Interest rate swaps	59		—		59		—
Deferred compensation plan assets	10,312		—		10,312		—
Deferred compensation plan liabilities	10,312		—		10,312		—

Additionally, from time to time, certain assets are measured at fair value on a non-recurring basis. Adjustments to fair value generally result from the application of lower-of-cost-or-market accounting or write-downs of individual assets due to impairment. The following table presents information about the Company’s assets and liabilities measured at fair value on a non-recurring basis.



			Fair Value Measurements at Reporting Date Using
As of December 31, 2015	Total		Quoted Prices in Active Markets for Identical Assets (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Unobservable Inputs (Level 3)		Total Gains (Losses)
Impaired loans	$	20,875	$	—	$	—	$	20,875	$	(21,804	)
Other real estate owned	1,789		—		—		1,789		(382		)
Long-lived assets to be disposed of by sale	1,506		—		—		1,506		(857		)



			Fair Value Measurements at Reporting Date Using
As of December 31, 2014	Total		Quoted Prices in Active Markets for Identical Assets (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Unobservable Inputs (Level 3)		Total Gains (Losses)
Impaired loans	$	30,494	$	—	$	—	$	30,494	$	(14,552	)
Other real estate owned	4,554		—		—		4,554		(12,665		)
Long-lived assets to be disposed of by sale	1,083		—		—		1,083		(702		)

Impaired Loans. Collateralized impaired loans are reported at the fair value of the underlying collateral if repayment is expected solely from collateral. The impaired loans are reported at fair value through specific valuation allowance allocations. In addition, when it is determined that the fair value of an impaired loan is less than the recorded investment in the loan, the carrying value of the loan is adjusted to fair value through a charge to the allowance for loan losses. Collateral values are estimated using independent appraisals and management estimates of current market conditions. As of December 31, 2015, certain impaired loans with a carrying value of $42,679 were reduced by specific valuation allowance allocations of $11,575 and partial loan charge-offs of $10,229 resulting in a reported fair value of $20,875. As of December 31, 2014, certain impaired loans with a carrying value of $45,046 were reduced by specific valuation allowance allocations of $5,792 and partial loan charge-offs of $8,760 resulting in a reported fair value of $30,494.

OREO. The fair values of OREO are estimated using independent appraisals and management estimates of current market conditions. Upon initial recognition, write-downs based on the foreclosed asset's fair value at foreclosure are reported through charges to the allowance for loan losses. Periodically, the fair value of foreclosed assets is remeasured with any subsequent write-downs charged to OREO expense in the period in which they are identified.

Long-lived Assets to be Disposed of by Sale. Long-lived assets to be disposed of by sale are carried at the lower of carrying value or fair value less estimated costs to sell. The fair values of long-lived assets to be disposed of by sale are based upon observable market data and management estimates of current market conditions. As of December 31, 2015, long-lived assets to be disposed of by sale with carrying values of $2,363 that were reduced by write-downs of $857 charged to other expense resulting in a reported fair value of $1,506. As of December 31, 2014, the Company had long-lived assets to be disposed of by sale of $1,785 that were reduced by write-downs of $702 charged to other expense resulting in a reported fair value of $1,083.

In addition, mortgage loans held for sale are required to be measured at the lower of cost or fair value. The fair value of mortgage loans held for sale is based upon binding contracts or quotes or bids from third party investors. As of December 31, 2015 and 2014, all mortgage loans held for sale were recorded at cost.

The following table presents additional quantitative information about assets measured at fair value on a non-recurring basis and for which the Company has utilized Level 3 inputs to determine fair values:



As of December 31, 2015	Fair Value		Valuation Technique	Unobservable Inputs	Range (Weighted Average)
Impaired loans	$	20,875	Appraisal	Appraisal adjustment	0%	-	53%	(38%)
Other real estate owned	1,789		Appraisal	Appraisal adjustment	2%	-	96%	(19%)
Long-lived assets to be disposed of by sale	1,506		Appraisal	Appraisal adjustment	0%	-	9%	(6%)

As of December 31, 2014	Fair Value		Valuation Technique	Unobservable Inputs	Range (Weighted Average)
Impaired loans	$	30,494	Appraisal	Appraisal adjustment	0%	-	51%	(19%)
Other real estate owned	4,554		Appraisal	Appraisal adjustment	0%	-	50%	(15%)
Long-lived assets to be disposed of by sale	1,083		Appraisal	Appraisal adjustment	0%	-	9%	(5%)

The Company is required to disclose the fair value of financial instruments for which it is practical to estimate fair value. The methodologies for estimating the fair value of financial instruments that are measured at fair value on a recurring or non-recurring basis are discussed above. The methodologies for estimating the fair value of other financial instruments are discussed below. For financial instruments bearing a variable interest rate where no credit risk exists, it is presumed that recorded book values are reasonable estimates of fair value.

Financial Assets. Carrying values of cash, cash equivalents and accrued interest receivable approximate fair values due to the liquid and/or short-term nature of these instruments. Fair values for investment securities, derivative assets and deferred compensation plan assets are obtained from an independent pricing service, which considers observable data that may include dealer quotes, market spreads, cash flows, the U.S. Treasury yield curve, live trading levels, trade execution data, market consensus prepayment speeds, credit information and the investment’s terms and conditions, among other things. Fair values of fixed rate loans and variable rate loans that reprice on an infrequent basis are estimated by discounting future cash flows using current interest rates at which similar loans with similar terms would be made to borrowers of similar credit quality. Carrying values of variable rate loans that reprice frequently, and with no change in credit risk, approximate the fair values of these instruments.

Financial Liabilities. The fair values of demand deposits, savings accounts, securities sold under repurchase agreements and accrued interest payable are the amounts payable on demand at the reporting date. The fair values of fixed-maturity certificates of deposit are estimated using external market rates currently offered for deposits with similar remaining maturities. The carrying values of the interest bearing demand notes to the United States Treasury are deemed an approximation of fair values due to the frequent repayment and repricing at market rates. The floating rate subordinated debenture, floating rate subordinated term loan, fixed rate notes payable, fixed rate subordinated term debt, fixed rate subordinated debentures and capital lease obligation are estimated by discounting future cash flows using current rates for advances with similar characteristics. Fair values of derivative liabilities and deferred compensation plan liabilities are obtained from an independent pricing service, which considers observable data that may include dealer quotes, market spreads, cash flows, the U.S. Treasury yield curve, live trading levels, trade execution data, market consensus prepayment speeds, credit information and the investment’s terms and conditions, among other things.

Commitments to Extend Credit and Standby Letters of Credit. The fair value of commitments to extend credit and standby letters of credit, based on fees currently charged to enter into similar agreements, is not significant.

A summary of the estimated fair values of financial instruments follows:



	`				Fair Value Measurements at Reporting Date Using
As of December 31, 2015	Carrying Amount		Estimated Fair Value		Quoted Prices in Active Markets for Identical Assets (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Unobservable Inputs (Level 3)
Financial assets:
Cash and cash equivalents	$	780,457	$	780,457	$	780,457	$	—	$	—
Investment securities available-for-sale	1,456,840		1,456,840		—		1,456,840		—
Investment securities held-to-maturity	600,665		607,550		—		607,550		—
Accrued interest receivable	27,729		27,729		—		27,729		—
Mortgage servicing rights, net	15,621		31,011		—		31,011		—
Net loans	5,169,379		5,128,705		—		5,107,830		20,875
Derivative assets	953		953		—		953		—
Deferred compensation plan assets	10,149		10,149		—		10,149		—
Total financial assets	$	8,061,793	$	8,043,394	$	780,457	$	7,242,062	$	20,875

Financial liabilities:
Total deposits, excluding time deposits	$	5,957,345	$	5,975,345	$	5,975,345	$	—	$	—
Time deposits	1,131,592		1,137,289		—		1,137,289		—
Securities sold under repurchase agreements	510,635		510,635		—		510,635		—
Other borrowed funds	2		2		—		2		—
Accrued interest payable	4,960		4,960		—		4,960		—
Long-term debt	27,885		27,622		—		27,622		—
Subordinated debentures held by subsidiary trusts	82,477		74,969		—		74,969		—
Derivative liabilities	829		829		—		829		—
Deferred compensation plan liabilities	10,149		10,149		—		10,149		—
Total financial liabilities	$	7,725,874	$	7,741,800	$	5,975,345	$	1,766,455	$	—



					Fair Value Measurements at Reporting Date Using
As of December 31, 2014	Carrying Amount		Estimated Fair Value		Quoted Prices in Active Markets for Identical Assets (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Unobservable Inputs (Level 3)
Financial assets:
Cash and cash equivalents	$	798,670	$	798,670	$	798,670	$	—	$	—
Investment securities available-for-sale	1,711,924		1,711,924		—		1,711,924		—
Investment securities held-to-maturity	575,186		584,533		—		584,533		—
Accrued interest receivable	27,063		27,063		—		27,063		—
Mortgage servicing rights, net	14,038		21,434		—		21,434		—
Net loans	4,823,243		4,800,725		—		4,770,231		30,494
Derivative assets	61		61		—		61		—
Deferred compensation plan assets	10,312		10,312		—		10,312		—
Total financial assets	$	7,960,497	$	7,954,722	$	798,670	$	7,125,558	$	30,494

Financial liabilities:
Total deposits, excluding time deposits	$	5,767,992	$	5,767,992	$	5,767,992	$	—	$	—
Time deposits	1,238,220		1,244,324		—		1,244,324		—
Securities sold under repurchase agreements	502,250		502,250		—		502,250		—
Other borrowed funds	9		9		—		9		—
Accrued interest payable	5,833		5,833		—		5,833		—
Long-term debt	38,067		37,781		—		37,781		—
Subordinated debentures held by subsidiary trusts	82,477		75,734		—		75,734		—
Derivative liabilities	829		59		—		59		—
Deferred compensation plan liabilities	10,149		10,312		—		10,312		—
Total financial liabilities	$	7,645,826	$	7,644,294	$	5,767,992	$	1,876,302	$	—