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FAIR VALUES OF FINANCIAL INSTRUMENTS

3 Months Ended

Mar. 31, 2023

The Corporation used fair value measurements to record fair value adjustments to certain assets and liabilities and to determine fair value disclosures. The accounting guidance defines fair value, establishes a framework for measuring fair value and expands disclosures about fair value measurements. ASC 820 applies only when other guidance requires or permits assets or liabilities to be measured at fair value; it does not expand the use of fair value in any new circumstances.

As defined in ASC 820, fair value is the price to sell an asset or transfer a liability in an orderly transaction between market participants. It represents an exit price at the measurement date. Market participants are buyers and sellers, who are independent, knowledgeable, and willing and able to transact in the principal (or most advantageous) market for the asset or liability being measured. Current market conditions, including imbalances between supply and demand, are considered in determining fair value. The Corporation values its assets and liabilities in the principal market where it sells the particular asset or transfers the liability with the greatest volume and level of activity. In the absence of a principal market, the valuation is based on the most advantageous market for the asset or liability (i.e., the market where the asset could be sold or the liability transferred at a price that maximizes the amount to be received for the asset or minimizes the amount to be paid to transfer the liability).

Valuation inputs refer to the assumptions market participants would use in pricing a given asset or liability. Inputs can be observable or unobservable. Observable inputs are those assumptions which market participants would use in pricing the particular asset or liability. These inputs are based on market data and are obtained from a source independent of the Corporation. Unobservable inputs are assumptions based on the Corporation’s own information or estimate of assumptions used by market participants in pricing the asset or liability. Unobservable inputs are based on the best and most current information available on the measurement date. All inputs, whether observable or unobservable, are ranked in accordance with a prescribed fair value hierarchy which gives the highest ranking to quoted prices (unadjusted) in active markets for identical assets or liabilities (Level 1) and the lowest ranking to unobservable inputs for which there is little or no market activity (Level 3). Fair values for assets or liabilities classified as Level 2 are based on one or a combination of the following factors: (i) quoted prices for similar assets; (ii) observable inputs for the asset or liability, such as interest rates or yield curves; or (iii) inputs derived principally from or corroborated by observable market data. The level in the fair value hierarchy within which the fair value measurement in its entirety falls is determined based on the lowest level input that is significant to the fair value measurement in its entirety. The Corporation considers an input to be significant if it drives 10 percent or more of the total fair value of a particular asset or liability.

RECURRING MEASUREMENTS

Assets and liabilities are considered to be measured at fair value on a recurring basis if fair value is measured regularly (i.e., daily, weekly, monthly or quarterly). Recurring valuation occurs at a minimum on the measurement date. Assets and liabilities are considered to be measured at fair value on a nonrecurring basis if the fair value measurement of the instrument does not necessarily result in a change in the amount recorded on the balance sheet. Generally, nonrecurring valuation is the result of the application of other accounting pronouncements which require assets or liabilities to be assessed for impairment and recorded at the lower of cost or fair value. The fair value of assets or liabilities transferred in or out of Level 3 is measured on the transfer date, with any additional changes in fair value subsequent to the transfer considered to be realized or unrealized gains or losses.

Following is a description of the valuation methodologies used for instruments measured at fair value on a recurring basis and recognized in the

accompanying balance sheets, as well as the general classification of such instruments pursuant to the valuation hierarchy.

Investment Securities

Where quoted prices are available in an active market, securities are classified within Level 1 of the valuation hierarchy. Level 1 securities include U.S. Treasury securities. Where significant observable inputs, other than Level 1 quoted prices, are available, securities are classified within Level 2 of the valuation hierarchy. Level 2 securities include U.S. Government-sponsored agency and mortgage-backed securities, state and municipal securities and corporate obligations securities. In certain cases where Level 1 or Level 2 inputs are not available, securities are classified within Level 3 of the hierarchy and include state and municipal securities, U.S. Government-sponsored mortgage-backed securities and corporate obligations securities. Level 3 fair value for securities was determined using a discounted cash flow model that incorporated market estimates of interest rates and volatility in markets that have not been active.

Third party vendors compile prices from various sources and may apply such techniques as matrix pricing to determine the value of identical or similar investment securities (Level 2). Matrix pricing is a mathematical technique widely used in the banking industry to value investment securities without relying exclusively on quoted prices for specific investment securities but rather relying on the investment securities’ relationship to other benchmark quoted investment securities. Any investment security not valued based upon the methods above are considered Level 3.

Derivative Financial Agreements

See information regarding the Corporation’s derivative financial agreements in NOTE 7. DERIVATIVE FINANCIAL INSTRUMENTS of these Notes to Consolidated Condensed Financial Statements.

The following table presents the fair value measurements of assets and liabilities recognized in the accompanying balance sheets measured at fair value on a recurring basis and the level within the ASC 820-10 fair value hierarchy in which the fair value measurements fall at March 31, 2023, and December 31, 2022.


			Fair Value Measurements Using:
March 31, 2023	Fair Value		Quoted Prices in Active Markets for Identical Assets (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Unobservable Inputs (Level 3)
Available for sale securities:
U.S. Treasury	$	2,082	$	2,082	$	—	$	—
U.S. Government-sponsored agency securities	102,598		—		102,598		—
State and municipal	1,183,736		—		1,180,309		3,427
U.S. Government-sponsored mortgage-backed securities	493,605		—		493,601		4
Corporate obligations	12,187		—		12,156		31
Derivative assets	74,345		—		74,345		—
Derivative liabilities	73,914		—		73,914		—


			Fair Value Measurements Using:
December 31, 2022	Fair Value		Quoted Prices in Active Markets for Identical Assets (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Unobservable Inputs (Level 3)
Available for sale securities:

U.S. Treasury	$	2,459	$	2,459	$	—	$	—
U.S. Government-sponsored agency securities	101,962		—		101,962		—
State and municipal	1,351,760		—		1,348,356		3,404
U.S. Government-sponsored mortgage-backed securities	508,273		—		508,269		4
Corporate obligations	12,207		—		12,176		31

Derivative assets	93,036		—		93,036		—
Derivative liabilities	92,770		—		92,770		—

Level 3 Reconciliation

The following is a reconciliation of the beginning and ending balances of recurring fair value measurements recognized in the accompanying

balance sheets using significant unobservable Level 3 inputs for the three months ended March 31, 2023 and 2022.


	Available for Sale Securities
	Three Months Ended
	March 31, 2023		March 31, 2022
Balance at beginning of the period	$	3,439	$	5,491


Included in other comprehensive income	114		(493)
Purchases, issuances and settlements	—		4,100

Principal payments	(91)		(186)
Ending balance	$	3,462	$	8,912

There were no gains or losses included in earnings that were attributable to the changes in unrealized gains or losses related to assets or

liabilities held at March 31, 2023 or December 31, 2022.

Transfers Between Levels

There were no transfers in or out of Level 3 for the three months ended March 31, 2023 and 2022.

Nonrecurring Measurements

Following is a description of valuation methodologies used for instruments measured at fair value on a non-recurring basis and recognized in the accompanying balance sheets, as well as the general classification of such instruments pursuant to the valuation hierarchy at March 31, 2023, and December 31, 2022.


			Fair Value Measurements Using
March 31, 2023	Fair Value		Quoted Prices in Active Markets for Identical Assets (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Unobservable Inputs (Level 3)
Collateral dependent loans	$	51,757	$	—	$	—	$	51,757


			Fair Value Measurements Using
December 31, 2022	Fair Value		Quoted Prices in Active Markets for Identical Assets (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Unobservable Inputs (Level 3)
Collateral dependent loans	$	55,290	$	—	$	—	$	55,290

Collateral Dependent Loans and Other Real Estate Owned

Determining fair value for collateral dependent loans and other real estate requires obtaining a current independent appraisal of the collateral and applying a discount factor, which includes selling costs if applicable, to the value. The fair value of real estate is generally based on appraisals by qualified licensed appraisers. The appraisers typically determine the value of the real estate by utilizing an income or market valuation approach. If an appraisal is not available, the fair value may be determined by using a cash flow analysis. Fair value on other collateral such as business assets is typically ascertained by assessing, either singularly or some combination of, asset appraisals, accounts receivable aging reports, inventory listings and or customer financial statements. Both appraised values and values based on borrower’s financial information are discounted as considered appropriate based on age and quality of the information and current market conditions.

Unobservable (Level 3) Inputs

The following table presents quantitative information about unobservable inputs used in recurring and nonrecurring Level 3 fair value measurements, other than goodwill, at March 31, 2023 and December 31, 2022.

March 31, 2023

Fair Value

Valuation Technique

Unobservable Inputs

Range (Weighted-Average)

State and municipal securities

3,427

Discounted cash flow

Maturity/Call date

1 month to 15 years

US Muni BQ curve

A- to BBB

Discount rate

3.1% - 4.4%

Weighted-average coupon

3.4%

Corporate obligations and U.S. Government-sponsored mortgage-backed securities

Discounted cash flow

Risk free rate

3 month LIBOR

plus premium for illiquidity (basis points)

plus 200bps

Weighted-average coupon

Collateral dependent loans

51,757

Collateral based measurements

Discount to reflect current market conditions and ultimate collectability

0% - 10%

Weighted-average discount by loan balance

1.5%

December 31, 2022

Fair Value

Valuation Technique

Unobservable Inputs

Range (Weighted-Average)

State and municipal securities

3,404

Discounted cash flow

Maturity/Call date

1 month to 15 years

US Muni BQ curve

A- to BBB

Discount rate

0.4% - 4%

Weighted-average coupon

3.4%

Corporate obligations and U.S. Government-sponsored mortgage-backed securities

Discounted cash flow

Risk free rate

3 month LIBOR

plus premium for illiquidity (basis points)

plus 200bps

Weighted-average coupon

Collateral dependent loans

55,290

Collateral based measurements

Discount to reflect current market conditions and ultimate collectability

0% - 10%

Weighted-average discount by loan balance

1.1%

The following is a discussion of the sensitivity of significant unobservable inputs, the interrelationships between those inputs and other unobservable inputs used in recurring fair value measurement and how those inputs might magnify or mitigate the effect of changes in the unobservable inputs on the fair value measurement.

State and Municipal Securities, Corporate Obligations and U.S. Government-sponsored Mortgage-Backed Securities

The significant unobservable inputs used in the fair value measurement of the Corporation's state and municipal securities, corporate obligations and U.S. Government-sponsored mortgage-backed securities are premiums for unrated securities and marketability discounts. Significant increases or decreases in either of those inputs in isolation would result in a significantly lower or higher fair value measurement. Generally, changes in either of those inputs will not affect the other input.

Fair Value of Financial Instruments

The following table presents estimated fair values of the Corporation’s financial instruments and the level within the fair value hierarchy in which the fair value measurements fall at March 31, 2023 and December 31, 2022.


			March 31, 2023
			Quoted Prices in Active Markets for Identical Assets		Significant Other Observable Inputs		Significant Unobservable Inputs
	Carrying Amount		(Level 1)		(Level 2)		(Level 3)		Total Fair Value
Assets:
Cash and due from banks	$	125,818	$	125,818	$	—	$	—	$	125,818
Interest-bearing deposits	352,695		352,695		—		—		352,695
Investment securities available for sale	1,794,208		2,082		1,788,664		3,462		1,794,208
Investment securities held to maturity	2,263,181		—		1,920,038		14,563		1,934,601
Loans held for sale	9,408		—		9,408		—		9,408
Loans, net	12,018,409		—		—		11,573,561		11,573,561
Federal Home Loan Bank stock	41,878		—		41,878		—		41,878
Derivative assets	74,345		—		74,345		—		74,345
Interest receivable	85,515		—		85,515		—		85,515
Liabilities:
Deposits	$	14,703,287	$	12,921,842	$	1,759,938	$	—	14,681,780
Borrowings:
Federal funds purchased	20		—		20		—		20
Securities sold under repurchase agreements	179,067		—		179,051		—		179,051
Federal Home Loan Bank advances	823,577		—		819,690		—		819,690
Subordinated debentures and other borrowings	151,312		—		121,402		—		121,402
Derivative liabilities	73,914		—		73,914		—		73,914
Interest payable	11,979		—		11,979		—		11,979


			December 31, 2022
			Quoted Prices in Active Markets for Identical Assets		Significant Other Observable Inputs		Significant Unobservable Inputs
	Carrying Amount		(Level 1)		(Level 2)		(Level 3)		Total Fair Value
Assets:
Cash and due from banks	$	122,594	$	122,594	$	—	$	—	$	122,594
Interest-bearing deposits	126,061		126,061		—		—		126,061
Investment securities available for sale	1,976,661		2,459		1,970,763		3,439		1,976,661
Investment securities held to maturity	2,287,127		—		1,893,271		14,594		1,907,865
Loans held for sale	9,094		—		9,094		—		9,094
Loans, net	11,780,617		—		—		11,156,217		11,156,217
Federal Home Loan Bank stock	38,525		—		38,525		—		38,525
Derivative assets	93,036		—		93,036		—		93,036
Interest receivable	85,070		—		85,070		—		85,070
Liabilities:
Deposits	$	14,382,745	$	13,105,936	$	1,251,017	$	—	14,356,953
Borrowings:
Federal funds purchased	171,560		—		171,560		—		171,560
Securities sold under repurchase agreements	167,413		—		167,396		—		167,396
Federal Home Loan Bank advances	823,674		—		615,211		—		615,211
Subordinated debentures and other borrowings	151,298		—		122,102		—		122,102
Derivative liabilities	92,770		—		92,770		—		92,770
Interest payable	7,530		—		7,530		—		7,530

- Definition

The entire disclosure for the fair value of financial instruments (as defined), including financial assets and financial liabilities (collectively, as defined), and the measurements of those instruments as well as disclosures related to the fair value of non-financial assets and liabilities. Such disclosures about the financial instruments, assets, and liabilities would include: (1) the fair value of the required items together with their carrying amounts (as appropriate); (2) for items for which it is not practicable to estimate fair value, disclosure would include: (a) information pertinent to estimating fair value (including, carrying amount, effective interest rate, and maturity, and (b) the reasons why it is not practicable to estimate fair value; (3) significant concentrations of credit risk including: (a) information about the activity, region, or economic characteristics identifying a concentration, (b) the maximum amount of loss the entity is exposed to based on the gross fair value of the related item, (c) policy for requiring collateral or other security and information as to accessing such collateral or security, and (d) the nature and brief description of such collateral or security; (4) quantitative information about market risks and how such risks are managed; (5) for items measured on both a recurring and nonrecurring basis information regarding the inputs used to develop the fair value measurement; and (6) for items presented in the financial statement for which fair value measurement is elected: (a) information necessary to understand the reasons for the election, (b) discussion of the effect of fair value changes on earnings, (c) a description of [similar groups] items for which the election is made and the relation thereof to the balance sheet, the aggregate carrying value of items included in the balance sheet that are not eligible for the election; (7) all other required (as defined) and desired information.

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