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 levels, 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 March 31, 2018 and December 31, 2017, segregated by the level of valuation inputs within the fair value hierarchy used to measure fair value.



Recurring Fair Value Measurements
March 31, 2018
(in thousands)	Total		(Level 1)		(Level 2)		(Level 3)
Available-for-sale securities
Obligations of U.S. Government sponsored entities	$	489,847	$	0	$	489,847	$	0
Obligations of U.S. states and political subdivisions	90,348		0		90,348		0
Mortgage-backed securities – residential, issued by:
U.S. Government agencies	129,680		0		129,680		0
U.S. Government sponsored entities	658,760		0		658,760		0
Non-U.S. Government agencies or sponsored entities	64		0		64		0
U.S. corporate debt securities	2,175		0		2,175		0



Recurring Fair Value Measurements
December 31, 2017
(in thousands)	Total	(Level 1)	(Level 2)	(Level 3)
Available-for-sale securities
Obligations of U.S. Government sponsored entities	504,193	0	504,193	0
Obligations of U.S. states and political subdivisions	91,519	0	91,519	0
Mortgage-backed securities – residential, issued by:
U.S. Government agencies	137,735	0	137,735	0
U.S. Government sponsored entities	656,178	0	656,178	0
Non-U.S. Government agencies or sponsored entities	75	0	75	0
U.S. corporate debt securities	2,162	0	2,162	0
Equity securities	913	0	0	913

The change in the fair value of available-for-sale equity securities valued using significant unobservable inputs (level 3), between January 1, 2017 and December 31, 2017 was immaterial.

There were no transfers between Levels 1, 2 and 3 for the three months ended March 31, 2018.

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, including methodologies used, 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.

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 first quarter of 2018, 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.



March 31, 2018
			Fair value measurements at reporting date using:						Gain (losses) from fair value changes
Assets:	As of 03/31/2018		Quoted prices in active markets for identical assets (Level 1)		Significant other observable inputs (Level 2)		Significant unobservable inputs (Level 3)		Three months ended 03/31/2018
Impaired loans	$	5,079	$	0	$	5,079	$	0	$	(123	)
Other real estate owned	0		0		0		0		0



March 31, 2017
			Fair value measurements at reporting date using:						Gain (losses) from fair value changes
Assets:	As of 03/31/2017		Quoted prices in active markets for identical assets (Level 1)		Significant other observable inputs (Level 2)		Significant unobservable inputs (Level 3)		Three months ended 03/31/2017
Impaired loans	$	2,671	$	0	$	2,671	$	0	$	(332	)
Other real estate owned	2,520		0		2,520		0		(70		)

The following table presents the carrying amounts and estimated fair values of the Company’s financial instruments at March 31, 2018 and December 31, 2017. 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 should be read in conjunction with the financial statements and notes included in this Report.



Estimated Fair Value of Financial Instruments
March 31, 2018
(in thousands)	Carrying Amount		Fair Value		(Level 1)		(Level 2)		(Level 3)
Financial Assets:
Cash and cash equivalents	$	68,102	$	68,102	$	68,102	$	0	$	0
Securities - held to maturity	139,131		137,843		0		137,843		0
FHLB and other stock	47,020		47,020		0		47,020		0
Accrued interest receivable	20,855		20,855		0		20,855		0
Loans/leases, net¹	4,664,634		4,544,412		0		5,079		4,539,333

Financial Liabilities:

Time deposits	$	685,599	$	679,710	$	0	$	679,710	$	0
Other deposits	4,244,304		4,244,304		0		4,244,304		0
Fed funds purchased and securities sold
under agreements to repurchase	69,130		69,130		0		69,130		0
Other borrowings	995,074		991,386		0		991,386		0
Trust preferred debentures	16,734		21,912		0		21,912		0
Accrued interest payable	1,961		1,961		0		1,961		0



Estimated Fair Value of Financial Instruments
December 31, 2017
(in thousands)	Carrying Amount		Fair Value		(Level 1)		(Level 2)		(Level 3)
Financial Assets:
Cash and cash equivalents	$	84,303	$	84,303	$	84,303	$	0	$	0
Securities - held to maturity	139,216		140,315		0		140,315		0
FHLB and other stock	50,498		50,498		0		50,498		0
Accrued interest receivable	20,122		20,122		0		20,122		0
Loans/leases, net¹	4,632,288		4,555,720		0		4,617		4,551,103

Financial Liabilities:

Time deposits	$	748,250	$	744,310	$	0	$	744,310	$	0
Other deposits	4,089,557		4,089,557		0		4,089,557		0
Fed funds purchased and securities
sold under agreements to repurchase	75,177		75,177		0		75,177		0
Other borrowings	1,071,742		1,069,609		0		1,069,609		0
Trust preferred debentures	16,691		22,012		0		22,012		0
Accrued interest payable	2,054		2,054		0		2,054		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 estimated fair values of financial instruments disclosed above as of March 31, 2018 follow the guidance in ASU

2016-01 which prescribes an “exit price” approach in estimating and disclosing fair value of financial instruments

incorporating discounts for credit, liquidity and marketability factors. The fair values shown as of December 31, 2017 and

prior use an “entry price” approach.

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: Fair value for loans as of March 31, 2018, are calculated using an exit price notion. The Company's valuation methodology takes into account factors such as estimated cash flows, including contractual cash flow and assumptions for prepayments; liquidity risk; and credit risk. For prior periods, fair values were calculated using an entry price notion. The fair values of residential loans were estimated using discounted cash flow analyses, based upon available market benchmarks for rates and prepayment assumptions. The fair values of commercial and consumer loans were 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 were determined based upon contractual prices for loans with similar characteristics.

FHLB Stock: The carrying amount of FHLB 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.