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FAIR VALUE OF FINANCIAL INSTRUMENTS

12 Months Ended

Dec. 31, 2021

FAIR VALUE

The following table presents estimated fair values of the Company’s financial instruments as of December 31, 2021 and 2020, whether or not recognized or recorded in the Consolidated Statements of Financial Condition (in thousands):


		December 31, 2021				December 31, 2020
	Level	Carrying Value		Estimated Fair Value		Carrying Value		Estimated Fair Value
Assets:
Cash and cash equivalents	1	$	2,134,300	$	2,134,300	$	1,234,183	$	1,234,183
Securities—trading	3	26,981		26,981		24,980		24,980
Securities—available-for-sale	2	3,638,993		3,638,993		2,322,593		2,322,593
Securities—held-to-maturity	2	464,008		484,483		410,038		436,882
Securities—held-to-maturity	3	57,347		57,370		11,769		11,799
Securities purchased under agreements to resell	2	300,000		300,000		—		—
Loans held for sale	2	96,487		96,914		243,795		245,667
Loans receivable	3	9,084,763		9,100,516		9,870,982		9,810,293

FHLB stock	3	12,000		12,000		16,358		16,358
Bank-owned life insurance	1	244,156		244,156		191,830		191,830
Mortgage servicing rights	3	16,045		24,393		15,223		18,084
SBA servicing rights	3	1,161		1,161		—		—
Investments in limited partnerships	3	10,257		10,257		2,819		2,819
Derivatives:
Interest rate swaps	2	20,826		20,826		39,066		39,066
Interest rate lock and forward sales commitments	2,3	1,555		1,555		5,641		5,641
Liabilities:
Demand, interest checking and money market accounts	2	10,703,586		10,703,586		9,253,494		9,253,494
Regular savings	2	2,784,716		2,784,716		2,398,482		2,398,482
Certificates of deposit	2	838,631		836,877		915,320		919,920
FHLB advances	2	50,000		50,287		150,000		152,779
Other borrowings	2	264,490		264,490		184,785		184,785
Subordinated notes, net	2	98,564		105,241		98,201		98,201
Junior subordinated debentures	3	119,815		119,815		116,974		116,974
Derivatives:
Interest rate swaps	2	11,336		11,336		22,336		22,336
Interest rate swaps used in cash flow hedges	2	279		279		—		—
Interest rate lock and forward sales commitments	2	140		140		1,755		1,755

The Company measures and discloses certain assets and liabilities at fair value. 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 (that is, not a forced liquidation or distressed sale). GAAP establishes a consistent framework for measuring fair value and disclosure requirements about fair value measurements. Among other things, the standard requires us to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. Observable inputs reflect market data obtained from independent sources, while unobservable inputs reflect the Company’s estimates for market assumptions. These two types of inputs create the following fair value hierarchy:

•Level 1 – Quoted prices in active markets for identical instruments. An active market is a market in which transactions occur with sufficient frequency and volume to provide pricing information on an ongoing basis. A quoted price in an active market provides the most reliable evidence of fair value and shall be used to measure fair value whenever available.

•Level 2 – Observable inputs other than Level 1 including quoted prices in active markets for similar instruments, quoted prices in less active markets for identical or similar instruments, or other observable inputs that can be corroborated by observable market data.

•Level 3 – Unobservable inputs supported by little or no market activity for financial instruments whose value is determined using pricing models, discounted cash flow methodologies, or similar techniques, as well as instruments for which the determination of fair value requires significant management judgment or estimation; also includes observable inputs from non-binding single dealer quotes not corroborated by observable market data. In developing Level 3 measurements, management incorporates whatever market data might be available and uses discounted cash flow models where appropriate. These calculations include projections of future cash flows, including appropriate default and loss assumptions, and market based discount rates.

The estimated fair value amounts of financial instruments have been determined by the Company using available market information and appropriate valuation methodologies. However, considerable judgment is required to interpret data to develop the estimates of fair value. Accordingly, the estimates presented herein are not necessarily indicative of the amounts the Company could realize at a future date. The use of different market assumptions and/or estimation methodologies may have a material effect on the estimated fair value amounts. In addition, reasonable comparability between financial institutions may not be likely due to the wide range of permitted valuation techniques and numerous estimates that must be made given the absence of active secondary markets for many of the financial instruments. This lack of uniform valuation methodologies also introduces a greater degree of subjectivity to these estimated fair values. Transfers between levels of the fair value hierarchy are deemed to occur at the end of the reporting period.

Items Measured at Fair Value on a Recurring Basis:

The following tables present financial assets and liabilities measured at fair value on a recurring basis and the level within the fair value hierarchy of the fair value measurements for those assets and liabilities as of December 31, 2021 and 2020 (in thousands):


	December 31, 2021
	Level 1		Level 2		Level 3		Total
Assets:
Securities—trading


Corporate bonds (TPS securities)	$	—	$	—	$	26,981	$	26,981




Securities—available-for-sale
U.S. Government and agency	—		201,332		—		201,332
Municipal bonds	—		308,612		—		308,612
Corporate bonds	—		117,347		—		117,347
Mortgage-backed or related securities	—		2,805,268		—		2,805,268
Asset-backed securities	—		206,434		—		206,434

	—		3,638,993		—		3,638,993

Loans held for sale(1)	—		39,775		—		39,775
SBA servicing rights	—		—		1,161		1,161
Investment in limited partnerships	—		—		10,257		10,257


Derivatives
Interest rate swaps	—		20,826		—		20,826
Interest rate lock and forward sales commitments	—		88		1,467		1,555
	$	—	$	3,699,682	$	39,866	$	3,739,548
Liabilities

Junior subordinated debentures	$	—	$	—	$	119,815	$	119,815
Derivatives
Interest rate swaps	—		11,336		—		11,336
Interest rate swaps used in cash flow hedges	—		279		—		279
Interest rate lock and forward sales commitments	—		140		—		140

	$	—	$	11,755	$	119,815	$	131,570


	December 31, 2020
	Level 1		Level 2		Level 3		Total
Assets:
Securities—trading


Corporate bonds (TPS securities)	$	—	$	—	$	24,980	$	24,980




Securities—available-for-sale
U.S. Government and agency	—		141,735		—		141,735
Municipal bonds	—		303,518		—		303,518
Corporate bonds	—		221,769		—		221,769
Mortgage-backed or related securities	—		1,646,152		—		1,646,152
Asset-backed securities	—		9,419		—		9,419
	—		2,322,593		—		2,322,593

Loans held for sale(1)	—		133,554		—		133,554
Investment in limited partnerships	—		—		2,819		2,819


Derivatives
Interest rate swaps	—		39,066		—		39,066
Interest rate lock and forward sales commitments	—		420		5,221		5,641
	$	—	$	2,495,633	$	33,020	$	2,528,653
Liabilities

Junior subordinated debentures	$	—	$	—	$	116,974	$	116,974
Derivatives
Interest rate swaps	—		22,336		—		22,336
Interest rate lock and forward sales commitments	—		1,755		—		1,755
	$	—	$	24,091	$	116,974	$	141,065

(1) The unpaid principal balance of loans held for sale carried at fair value was $38.6 million and $128.1 million at December 31, 2021 and 2020.

The following methods were used to estimate the fair value of each class of financial instruments above:

Securities: The estimated fair values of investment securities and mortgaged-backed securities are priced using current active market quotes, if available, which are considered Level 1 measurements. For most of the portfolio, matrix pricing based on the securities’ relationship to other benchmark quoted prices is used to establish the fair value. These measurements are considered Level 2. Due to the continued limited activity in the trust preferred markets that have limited the observability of market spreads for some of the Company’s TPS securities, management has classified these securities as a Level 3 fair value measure. Management periodically reviews the pricing information received from third-party pricing services and tests those prices against other sources to validate the reported fair values.

Loans Held for Sale: Fair values for residential mortgage loans held for sale are determined by comparing actual loan rates to current secondary market prices for similar loans. Fair values for multifamily loans held for sale are calculated based on discounted cash flows using as a discount rate a combination of market spreads for similar loan types added to selected index rates.

Mortgage Servicing Rights: Fair values are estimated based on an independent dealer analysis of discounted cash flows. The evaluation utilizes assumptions market participants would use in determining fair value including prepayment speeds, delinquency and foreclosure rates, the discount rate, servicing costs, and the timing of cash flows. The mortgage servicing portfolio is stratified by loan type and fair value estimates are adjusted up or down based on the serviced loan interest rates versus current rates on new loan originations since the most recent independent analysis.

SBA Servicing Rights: Fair values are estimated based on an independent dealer analysis by discounting estimated net future cash flows from servicing. The evaluation utilizes assumptions market participants would use in determining fair value including prepayment speeds, delinquency and foreclosure rates, the discount rate, servicing costs, and the timing of cash flows. The SBA servicing portfolio is stratified by loan type and fair value estimates are adjusted up or down based on the serviced loan interest rates versus current rates on new loan originations since the most recent independent analysis.

Investments in Limited Partnerships: Fair values are estimated using the practical expedient method based on our ownership interest in partners’ capital to which a proportionate share of net assets is attributed, for each limited partnership.

Junior Subordinated Debentures: The fair value of junior subordinated debentures is estimated using an income approach technique. The significant inputs included in the estimation of fair value are the credit risk adjusted spread and three month LIBOR. The credit risk adjusted spread represents the nonperformance risk of the liability. The Company utilizes an external valuation firm to validate the reasonableness of the credit risk adjusted spread used to determine the fair value. The junior subordinated debentures are carried at fair value which represents the estimated amount that would be paid to transfer these liabilities in an orderly transaction amongst market participants. Due to inactivity in the trust preferred markets that have limited the observability of market spreads, management has classified this as a Level 3 fair value measure.

Derivatives: Derivatives include interest rate swap agreements, interest rate lock commitments to originate loans held for sale and forward sales contracts to sell loans and securities related to mortgage banking activities. Fair values for these instruments, which generally change as a result of changes in the level of market interest rates, are estimated based on dealer quotes and secondary market sources.

Off-Balance Sheet Items: Off-balance sheet financial instruments include unfunded commitments to extend credit, including standby letters of credit, and commitments to purchase investment securities. The fair value of these instruments is not considered to be material.

Limitations: The fair value estimates presented herein are based on pertinent information available to management as of December 31, 2021 and 2020. The factors used in the fair value estimates are subject to change subsequent to the dates the fair value estimates are completed, therefore, current estimates of fair value may differ significantly from the amounts presented herein.

Assets and Liabilities Measured at Fair Value Using Significant Unobservable Inputs (Level 3):

The following table provides a description of the valuation technique, unobservable inputs, quantitative and qualitative information about the unobservable inputs for the Company’s assets and liabilities classified as Level 3 and measured at fair value on a recurring and nonrecurring basis at December 31, 2021 and 2020:

December 31

2021

2020

Financial Instruments

Valuation Technique

Unobservable Inputs

Weighted Average Rate

Corporate bonds (TPS securities)

Discounted cash flows

Discount rate

3.71

4.24

Junior subordinated debentures

Discounted cash flows

Discount rate

3.71

4.24

Loans individually evaluated

Collateral valuations

Discount to appraised value

8.5% to 20%

0.0% to 20.0%

REO

Appraisals

Discount to appraised value

60.9

51.86

Interest rate lock commitments

Pricing model

Pull-through rate

86.64

86.35

Investments in limited partnerships

Net Asset Value

Infrequent transactions

n/a

SBA servicing rights

Discounted cash flows

Constant prepayment rate

12%

n/a

TPS Securities: Management believes that the credit risk-adjusted spread used to develop the discount rate utilized in the fair value measurement of TPS securities is indicative of the risk premium a willing market participant would require under current market conditions for instruments with similar contractual rates and terms and conditions and issuers with similar credit risk profiles and with similar expected probability of default. Management attributes the change in fair value of these instruments, compared to their par value, primarily to perceived general market adjustments to the risk premiums for these types of assets subsequent to their issuance.

Junior subordinated debentures: Similar to the TPS securities discussed above, management believes that the credit risk-adjusted spread utilized in the fair value measurement of the junior subordinated debentures is indicative of the risk premium a willing market participant would require under current market conditions for an issuer with Banner’s credit risk profile. Management attributes the change in fair value of the junior subordinated debentures, compared to their par value, primarily to perceived general market adjustments to the risk premiums for these types of liabilities subsequent to their issuance. Future contractions in the risk adjusted spread relative to the spread currently utilized to measure the Company’s junior subordinated debentures at fair value as of December 31, 2021, or the passage of time, will result in negative fair value adjustments. At December 31, 2021, the discount rate utilized was based on a credit spread of 350 basis points and three month LIBOR of 21 basis points.

Interest rate lock commitments: The fair value of the interest rate lock commitments is based on secondary market sources adjusted for an estimated pull-through rate. The pull-through rate is based on historical loan closing rates for similar interest rate lock commitments. An increase or decrease in the pull-through rate would have a corresponding, positive or negative fair value adjustment.

SBA servicing asset: The constant prepayment rate (CPR) is set based on industry data. An increase in the CPR would result in a negative fair value adjustment, where a decrease in CPR would result in a positive fair value adjustment.

The following table provides a reconciliation of the assets and liabilities measured at fair value using significant unobservable inputs (Level 3) on a recurring basis during the years ended December 31, 2021 and 2020 (in thousands):


	Level 3 Fair Value Inputs
	TPS Securities		Borrowings— Junior Subordinated Debentures		Interest Rate Lock and Forward sales Commitments		Investments in Limited Partnerships		SBA Servicing Asset
Balance, January 1, 2020	$	25,636	$	119,304	$	791	$	467	$	—
Total gains or losses recognized
Assets (losses) gains	(656)		—		4,430		—		—
Liabilities losses	—		(2,330)		—		—		—
Purchases, issuances and settlements	—		—		—		2,352		—


Balance, December 31, 2020	24,980		116,974		5,221		2,819		—
Total gains or losses recognized
Assets gains (losses)	2,001		—		(3,754)		2,615		1,161
Liabilities losses	—		11,089		—		—		—
Redemptions	—		(8,248)		—		—		—
Purchases, issuances and settlements	—		—		—		4,823		—


Balance, December 31, 2021	$	26,981	$	119,815	$	1,467	$	10,257	$	1,161

Interest income and dividends from the TPS securities are recorded as a component of interest income. Interest expense related to the junior subordinated debentures is measured based on contractual interest rates and reported in interest expense. The change in fair value of the junior subordinated debentures, which represents changes in instrument specific credit risk, is recorded in other comprehensive income. The change in fair value of the investment in limited partnerships and the SBA servicing asset are recorded as a component of non-interest income.

Items Measured at Fair Value on a Non-recurring Basis

The following tables present financial assets and liabilities measured at fair value on a non-recurring basis and the level within the fair value hierarchy of the fair value measurements for those assets at December 31, 2021 and 2020 (in thousands):


	December 31, 2021
	Level 1		Level 2		Level 3		Total
Loans individually evaluated	$	—	$	—	$	2,989	$	2,989
REO	$	—	$	—	$	852	$	852

	December 31, 2020
	Level 1		Level 2		Level 3		Total
Loans individually evaluated	$	—	$	—	$	3,482	$	3,482
REO	—		—		816		816

The following table presents the losses resulting from non-recurring fair value adjustments for the years ended December 31, 2021, 2020 and 2019 (in thousands):


	For the years ended December 31,
	2021		2020		2019
Loans individually evaluated	$	(303)	$	(3,482)	$	(425)
REO	—		(45)		—
Total loss from nonrecurring measurements	$	(303)	$	(3,527)	$	(425)

Loans individually evaluated: Expected credit losses for loans evaluated individually are measured based on the present value of expected future cash flows discounted at the loan’s original effective interest rate or when the Bank determines that foreclosure is probable, the expected credit loss is measured based on the fair value of the collateral as of the reporting date, less estimated selling costs, as applicable. As a practical expedient, the Bank measures the expected credit loss for a loan using the fair value of the collateral, if repayment is expected to be provided substantially through the operation or sale of the collateral when the borrower is experiencing financial difficulty based on the Bank’s assessment as of the reporting date. In both cases, if the fair value of the collateral is less than the amortized cost basis of the loan, the Bank will recognize an allowance as the difference between the fair value of the collateral, less costs to sell (if applicable), at the reporting date and the amortized cost basis of the loan. If the fair value of the collateral exceeds the amortized cost basis of the loan, any expected recovery added to the amortized cost basis will be limited to the amount previously charged-off by the subsequent changes in the expected credit losses for loans evaluated individually are included within the provision for credit losses in the same manner in which the expected credit loss initially was recognized or as a reduction in the provision that would otherwise be reported.

REO: The Company records REO (acquired through a lending relationship) at fair value on a non-recurring basis. Fair value adjustments on REO are based on updated real estate appraisals which are based on current market conditions. All REO properties are recorded at the lower of the estimated fair value of the real estate, less expected selling costs, or the carrying amount of the defaulted loans. From time to time, non-recurring fair value adjustments to REO are recorded to reflect partial write-downs based on an observable market price or current appraised value of property. Banner considers any valuation inputs related to REO to be Level 3 inputs. The individual carrying values of these assets are reviewed for impairment at least annually and any additional impairment charges are expensed to operations.

- 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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