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Fair Value Measurement

6 Months Ended

Jun. 30, 2023

The Corporation uses estimates of fair value in applying various accounting standards for its consolidated financial statements on either a recurring or non-recurring basis. Fair value is defined as the price to sell an asset or transfer a liability in an orderly transaction between willing and able market participants. Mid Penn groups its assets and liabilities measured at fair value in three hierarchy levels, based on the observability and transparency of the inputs. The fair value hierarchy is as follows:

Level 1 - Inputs that represent quoted prices for identical instruments in active markets.

Level 2 - Inputs that represent quoted prices 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 - Inputs that are largely unobservable, as little or no market data exists for the instrument being valued.

A description of the valuation methodologies used for instruments measured at fair value, as well as the general classification of such instruments pursuant to the valuation hierarchy, is set forth below.

There were no transfers of assets between fair value Level 1 and Level 2 during the three and six months ended June 30, 2023 or the year ended December 31, 2022.

The following tables illustrate the assets measured at fair value on a recurring basis and reported on the Consolidated Balance Sheets.


	June 30, 2023
(In thousands)	Level 1		Level 2		Level 3		Total
Available-for-sale securities:
U.S. Treasury and U.S. government agencies	$	—	$	34,927	$	—	$	34,927
Mortgage-backed U.S. government agencies	—		158,700		—		158,700
State and political subdivision obligations	—		3,561		—		3,561
Corporate debt securities	—		31,586		—		31,586
Equity securities	433		—		—		433
Loans held for sale	—		7,258		—		7,258
Other assets:
Derivative assets	—		15,291		—		15,291
Total	$	433	$	251,323	$	—	$	251,756


	December 31, 2022
(In thousands)	Level 1		Level 2		Level 3		Total
Available-for-sale securities:
U.S. Treasury and U.S. government agencies	$	—	$	34,914	$	—	$	34,914
Mortgage-backed U.S. government agencies	—		166,915		—		166,915
State and political subdivision obligations	—		3,539		—		3,539
Corporate debt securities	—		32,510		—		32,510
Equity securities	430		—		—		430
Loans held for sale	—		2,475		—		2,475
Other assets:
Derivative assets	—		11,703		—		11,703
Total	$	430	$	252,056	$	—	$	252,486

The valuation methodologies and assumptions used to estimate the fair value for the items in the preceding tables are as follows:

Available for sale investment securities - The fair value of equity and debt securities classified as available for sale is determined by obtaining quoted market prices on nationally recognized securities exchanges (Level 1), or matrix pricing (Level 2), which is a mathematical technique used widely in the industry to value debt securities without relying exclusively on quoted market prices for the specific securities, but rather, relying on the securities’ relationship to other benchmark quoted prices.

Equity securities - The fair value of equity securities with readily determinable fair values is recorded on the Consolidated Balance Sheet, with realized and unrealized gains and losses reported in other expense on the Consolidated Statements of Income.

Loans held for sale - This category includes mortgage loans held for sale that are measured at fair value. Fair values as of June 30, 2023 were measured as the price that secondary market investors were offering for loans with similar characteristics.

Derivative assets - Interest rate swaps are measured by alternative pricing sources with reasonable levels of price transparency in markets that are not active. Based on the complex nature of interest rate swap agreements, the markets these instruments trade in are not as efficient and are less liquid than that of the more mature Level 1 markets. These markets do, however, have comparable, observable inputs in which an alternative pricing source values these assets in order to arrive at a fair market value. These characteristics classify interest rate swap agreements as Level 2.

Mortgage banking derivatives represent the fair value of mortgage banking derivatives in the form of interest rate locks and forward commitments with secondary market investors and the fair value of interest rate swaps. The fair values of Mid Penn’s interest rate locks, forward commitments and interest rate swaps represent the amounts that would be required to settle the derivative financial instruments at the balance sheet date. These characteristics classify interest rate swap agreements as Level 2. See "Note 5 - Derivative Financial Instruments," for additional information.

Certain financial assets and financial liabilities are measured at fair value on a nonrecurring basis; that is, the instruments are not measured at fair value on an ongoing basis but are subject to fair value adjustments in certain circumstances. The following table illustrates Level 3 financial instruments measured at fair value on a nonrecurring basis:



(In thousands)	June 30, 2023		December 31, 2022
Individually evaluated loans, net of ACL	$	14,875	$	4,022
Foreclosed assets held for sale	489		43

Net loans - This category consists of loans that were individually evaluated for credit losses, net of the related ACL, and have been classified as Level 3 assets. In 2022, the amount shown is the balance of individually evaluated loans reporting a specific allocation or that have been partially charged-off. All of these loans are considered collateral-dependent; therefore, all of Mid Penn’s impaired loans, whether reporting a specific allowance allocation or not, are considered collateral- dependent. Mid Penn utilized Level 3 inputs such as independent appraisals of the underlying collateral, which generally includes various Level 3 inputs which are not observable. Appraisals may be adjusted downward by management for qualitative factors such as economic conditions and estimated liquidation expenses.

Foreclosed assets held for sale - Values are based on appraisals that consider the sales prices of property in the proximate vicinity.

The following tables summarize the carrying amount, fair value, and placement in the fair value hierarchy of Mid Penn's financial instruments as of the periods presented:


	June 30, 2023
	Carrying Amount		Estimated Fair Value
(In thousands)			Level 1		Level 2		Level 3		Total
Financial instruments - assets
Cash and cash equivalents	$	93,875	$	93,875	$	—	$	—	$	93,875
Available-for-sale investment securities	228,774		—		228,774		—		228,774
Held-to-maturity investment securities	404,831		—		355,789		—		355,789
Equity securities	433		433		—		—		433
Loans held for sale	7,258		—		7,258		—		7,258
Net loans	4,001,922		—		—		3,982,704		3,982,704
Restricted investment in bank stocks	11,646		11,646		—		—		11,646
Accrued interest receivable	19,626		19,626		—		—		19,626
Derivative assets	15,291		—		15,291		—		15,291
Financial instruments - liabilities
Deposits	$	4,286,686	$	—	$	4,273,395	$	—	$	4,273,395
Short-term borrowings	112,442		—		112,442		—		112,442
Long-term debt (1)	55,738		—		54,014		—		54,014
Subordinated debt	46,648		—		46,152		—		46,152
Accrued interest payable	11,115		11,115		—		—		11,115
Derivative liabilities	11,719		—		11,719		—		11,719

(1)Long-term debt excludes finance lease obligations.


	December 31, 2022
			Estimated Fair Value
(In thousands)	Carrying Amount		Level 1		Level 2		Level 3		Total
Financial instruments - assets
Cash and cash equivalents	$	60,881	$	60,881	$	—	$	—	$	60,881
Available-for-sale investment securities	237,878		—		237,878		—		237,878
Held-to-maturity investment securities	399,494		—		348,505		—		348,505
Equity securities	430		430		—		—		430
Loans held for sale	2,475		—		2,475		—		2,475
Net loans	3,495,162		—		—		3,439,948		3,439,948
Restricted investment in bank stocks	8,315		8,315		—		—		8,315
Accrued interest receivable	18,405		18,405		—		—		18,405
Derivative assets	11,743		—		11,743		—		11,743
Financial instruments - liabilities
Deposits	$	3,778,331	$	—	$	3,761,260	$	—	$	3,761,260
Short-term debt	102,647		—		102,647		—		102,647
Long-term debt (1)	1,119		—		1,069		—		1,069
Subordinated debt	56,941		—		55,917		—		55,917
Accrued interest payable	2,303		2,303		—		—		2,303
Derivative liabilities	11,737		—		11,737		—		11,737

(1)Long-term debt excludes finance lease obligations.

The Bank’s outstanding and unfunded credit commitments and financial standby letters of credit were deemed to have no significant fair value as of June 30, 2023 and December 31, 2022.

- 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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