Bryn Mawr Bank Corp.
Annual Report 2016

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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 Form 10-K (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 or 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 or 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 for the transition period from to For the fiscal year ended December 31, 2016 Commission file number 001-35746. BRYN MAWR BANK CORPORATION (Exact name of registrant as specified in its charter) Pennsylvania (State of other jurisdiction of Incorporation or Organization) 801 Lancaster Avenue, Bryn Mawr, Pennsylvania (Address of principal executive offices) 23-2434506 (I.R.S. Employer Identification Number) 19010 (Zip Code) (Registrant’s telephone number, including area code) (610) 525-1700 Securities registered pursuant to Section 12(b) of the Act: Title of each class Common Stock ($1 par value) Name of each exchange on which registered The Nasdaq Stock Market LLC Securities registered pursuant to Section 12(g) of the Act: None Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ☐ No ☒ Indicate by check mark if registrant is not required to file reports pursuant to Section 13 or 15(d) of the Exchange Act. Yes ☐ No ☒ Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 of 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period than the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐ Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes ☒ No ☐ Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (& 229.405 of this chapter) is not contained herein, and will not be contained, to the best of Registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. ☐ Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. Large Accelerated Filer ☐ Non-Accelerated Filer ☐ Accelerated Filer Smaller Reporting Company ☒ ☐ Indicate by checkmark whether the Registrant is a shell company (as defined by Rule 126-2 of the Exchange Act): Yes ☐ No ☒ The aggregate market value of shares of common stock held by non-affiliates of Registrant (including fiduciary accounts administered by affiliates) was $483,647,309 on June 30, 2016 based on the price at which our common stock was last sold on that date.* As of March 7, 2017, there were 16,969,451 shares of common stock outstanding. Documents Incorporated by Reference: Portions of the Definitive Proxy Statement of Registrant to be filed with the Commission pursuant to Regulation 14A with respect to the Registrant’s Annual Meeting of Shareholders to be held on April 20, 2017 (“2017 Proxy Statement”), as indicated in Parts I and II, are incorporated into this Form 10-K by reference. * Registrant does not admit by virtue of the foregoing that its officers and directors are “affiliates” as defined in Rule 405. Form 10-K Bryn Mawr Bank Corporation Index Item No. Page 1. 1A. 1B. 2. 3. 4. Part I Business ........................................................................................................................................................ Risk Factors .................................................................................................................................................. Unresolved Staff Comments ......................................................................................................................... Properties ...................................................................................................................................................... Legal Proceedings ......................................................................................................................................... Mine Safety Disclosures ............................................................................................................................... Part II 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity 6. 7. 7A. 8. 9. 9A. 9B. 10. 11. 12. 13. 14. Securities ................................................................................................................................................... Selected Financial Data................................................................................................................................. Management’s Discussion and Analysis of Financial Condition and Results of Operations (“MD&A”) .... Quantitative and Qualitative Disclosures about Market Risk ....................................................................... Financial Statements and Supplementary Data ............................................................................................. Change in and Disagreements with Accountants on Accounting and Financial Disclosure ......................... Controls and Procedures ............................................................................................................................... Other Information ......................................................................................................................................... Part III Directors and Executive Officers of the Registrant ...................................................................................... Executive Compensation .............................................................................................................................. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters ..... Certain Relationships and Related Transactions ........................................................................................... Principal Accountant Fees and Services ....................................................................................................... Part IV 1 12 22 23 25 25 25 27 28 54 54 119 119 120 120 120 120 120 120 15. Exhibits and Financial Statement Schedules ................................................................................................. 121 SPECIAL CAUTIONARY NOTICE REGARDING FORWARD LOOKING STATEMENTS Certain of the statements contained in this report and the documents incorporated by reference herein may constitute forward-looking statements for the purposes of the Securities Act of 1933, as amended and the Securities Exchange Act of 1934, as amended, and may involve known and unknown risks, uncertainties and other factors which may cause actual results, performance or achievements of the Bryn Mawr Bank Corporation (the “Corporation”) to be materially different from future results, performance or achievements expressed or implied by such forward-looking statements. These forward- looking statements include statements with respect to the Corporation’s financial goals, business plans, business prospects, credit quality, credit risk, reserve adequacy, liquidity, origination and sale of residential mortgage loans, mortgage servicing rights, the effect of changes in accounting standards, and market and pricing trends loss. The words The words “may”, “would”, “could”, “will”, “likely”, “expect,” “anticipate,” “intend”, “estimate”, “plan”, “forecast”, “project” and “believe” and similar expressions are intended to identify such forward-looking statements. The Corporation’s actual results may differ materially from the results anticipated by the forward-looking statements due to a variety of factors, including without limitation: • • • • • • • local, regional, national and international economic conditions and the impact they may have on us and our customers and our assessment of that impact; our need for capital; lower demand for our products and services and lower revenues and earnings could result from an economic recession; lower earnings could result from other-than-temporary impairment charges related to our investment securities portfolios or other assets; changes in monetary or fiscal policy, or existing statutes, regulatory guidance, legislation or judicial decisions that adversely affect our business, including changes in federal income tax or other tax regulations; changes in the level of non-performing assets and charge-offs; changes in estimates of future reserve requirements based upon the periodic review thereof under relevant regulatory and accounting requirements; • other changes in accounting requirements or interpretations; • • • • • • • • • the accuracy of assumptions underlying the establishment of provisions for loan and lease losses and estimates in the value of collateral, and various financial assets and liabilities; inflation, securities market and monetary fluctuations; changes in the securities markets with respect to the market values of financial assets and the stability of particular securities markets; changes in interest rates, spreads on interest-earning assets and interest-bearing liabilities, and interest rate sensitivity; prepayment speeds, loan originations and credit losses; changes in the value of our mortgage servicing rights; sources of liquidity and financial resources in the amounts, at the times and on the terms required to support our future business; legislation or other governmental action affecting the financial services industry as a whole, us or our subsidiaries individually or collectively, including changes in laws and regulations (including laws and regulations concerning taxes, banking, securities and insurance) with which we must comply; results of examinations by the Federal Reserve Board, including the possibility that such regulator may, among other things, require us to increase our allowance for loan losses or to write down assets; our common stock outstanding and common stock price volatility; fair value of and number of stock-based compensation awards to be issued in future periods; • • • with respect to mergers and acquisitions, our business and the acquired business will not be integrated successfully or such integration may be more difficult, time-consuming or costly than expected; revenues following the completion of a merger or acquisition may be lower than expected; • • deposit attrition, operating costs, customer loss and business disruption following a merger or acquisition, including, without limitation, difficulties in maintaining relationships with employees, may be greater than expected; • material differences in the actual financial results of our merger and acquisition activities compared with expectations, such as with respect to the full realization of anticipated cost savings and revenue enhancements within the expected time frame; our success in continuing to generate new business in our existing markets, as well as their success in identifying and penetrating targeted markets and generating a profit in those markets in a reasonable time; our ability to continue to generate investment results for customers and the ability to continue to develop investment products in a manner that meets customers’ needs; changes in consumer and business spending, borrowing and savings habits and demand for financial services in the relevant market areas; rapid technological developments and changes; • • • • • • • • • • • • • • • • • • • the effects of competition from other commercial banks, thrifts, mortgage companies, finance companies, credit unions, securities brokerage firms, insurance companies, money-market and mutual funds and other institutions operating in our market areas and elsewhere including institutions operating locally, regionally, nationally and internationally together with such competitors offering banking products and services by mail, telephone, computer and the internet; our ability to continue to introduce competitive new products and services on a timely, cost-effective basis and the mix of those products and services; containing costs and expenses; protection and validity of intellectual property rights; reliance on large customers; technological, implementation and cost/financial risks in contracts; the outcome of pending and future litigation and governmental proceedings; any extraordinary events (such as natural disasters, acts of terrorism, wars or political conflicts); ability to retain key employees and members of senior management; the ability of key third-party providers to perform their obligations to us and our subsidiaries; and the need for capital, ability to control operating costs and expenses, and to manage loan and lease delinquency rates; the credit risks of lending activities and overall quality of the composition of acquired loan, lease and securities portfolio; the inability of key third-party providers to perform their obligations to us; risks related to our pending merger with Royal Bancshares of Pennsylvania, Inc. (“RBPI”), including, but not limited to: the risk that required regulatory, shareholder or other approvals are not obtained or other closing conditions are not satisfied in a timely manner or at all; that prior to the completion of the transaction or thereafter, the Corporation’s and RBPI’s respective businesses may not perform as expected due to transaction-related uncertainty or other factors; that the parties are unable to successfully implement integration strategies; the inability of RBPI to cash out outstanding warrants to purchase RBPI Class A Common Stock; reputational risks and the reaction of the companies’ customers to the transaction; diversion of management time on merger-related issues; the integration of acquired business with the Corporation taking longer than anticipated or being more costly to complete; that the anticipated benefits of the merger, including any anticipated cost savings or strategic gains may be significantly harder to achieve or take longer than anticipated or fail to be achieved; and our success in managing the risks involved in the foregoing. All written or oral forward-looking statements attributed to the Corporation are expressly qualified in their entirety by use of the foregoing cautionary statements. All forward-looking statements included in this Report and the documents incorporated by reference herein are based upon the Corporation’s beliefs and assumptions as of the date of this Report. The Corporation assumes no obligation to update any forward-looking statement. In light of these risks, uncertainties and assumptions, the forward-looking statements discussed in this Report or incorporated documents might not occur and you should not put undue reliance on any forward-looking statements. Additional Information About the Merger with RBPI and Where to Find It In connection with the proposed merger transaction between the Corporation and RBPI, the Corporation will file with the Securities and Exchange Commission a Registration Statement on Form S-4 that will include a Proxy Statement of RBPI, and a Prospectus of the Corporation, as well as other relevant documents concerning the proposed transaction. Shareholders are urged to read the Registration Statement and the Proxy Statement/Prospectus regarding the merger with RBPI when it becomes available and any other relevant documents filed with the SEC, as well as any amendments or supplements to those documents, because they will contain important information. A free copy of the Proxy Statement/Prospectus, as well as other filings containing information about the Corporation and RBPI, may be obtained at the SEC’s Internet site (http://www.sec.gov). The Corporation and RBPI and certain of their directors and executive officers may be deemed to be participants in the solicitation of proxies from the shareholders of RBPI in connection with the proposed merger. Information about the directors and executive officers of the Corporation is set forth in the proxy statement for the Corporation’s 2017 annual meeting of shareholders, expected to be filed with the SEC on a Schedule 14A on March 10, 2017. Information about the directors and executive officers of RBPI is set forth in the proxy statement for RBPI 2016 annual meeting of shareholders, as filed with the SEC on a Schedule 14A on March 17, 2016. Additional information regarding the interests of those participants and other persons who may be deemed participants in the transaction may be obtained by reading the Proxy Statement/Prospectus regarding the proposed merger when it becomes available. Free copies of this document may be obtained as described in the preceding paragraph. ITEM 1. BUSINESS GENERAL PART I The Bryn Mawr Trust Company (the “Bank”) received its Pennsylvania banking charter in 1889 and is a member of the Federal Reserve System. In 1986, Bryn Mawr Bank Corporation (the “Corporation”) was formed and on January 2, 1987, the Bank became a wholly-owned subsidiary of the Corporation. The Bank and Corporation are headquartered in Bryn Mawr, Pennsylvania, a western suburb of Philadelphia. The Corporation and its subsidiaries offer a full range of personal and business banking services, consumer and commercial loans, equipment leasing, mortgages, insurance and wealth management services, including investment management, trust and estate administration, retirement planning, custody services, and tax planning and preparation from 25 full-service branches, eight limited-hour retirement community offices, one limited-service branch, five wealth offices and a full-service insurance agency located throughout Montgomery, Delaware, Chester, Philadelphia and Dauphin counties of Pennsylvania and New Castle county in Delaware. The Corporation’s common stock trades on the NASDAQ Stock Market (“NASDAQ”) under the symbol BMTC. The goal of the Corporation is to become the premier community bank and wealth management organization in the greater Philadelphia area. The Corporation’s strategy to achieve this goal includes investing in people and technology to support its growth, leveraging the strength of its brand, targeting high-potential markets for expansion, basing its sales strategy on relationships and concentrating on core product solutions. The Corporation strives to strategically broaden the scope of its product offerings, engaging in inorganic growth by selectively acquiring small to mid-sized banks, insurance brokerages, wealth management companies, and advisory and planning services firms, and lifting out high-performing teams where strategically advantageous. The Corporation operates in a highly competitive market area that includes local, national and regional banks as competitors along with savings banks, credit unions, insurance companies, trust companies, registered investment advisors and mutual fund families. The Corporation and its subsidiaries are regulated by many agencies, including the Securities and Exchange Commission (“SEC”), the Federal Deposit Insurance Corporation (“FDIC”), the Federal Reserve and the Pennsylvania and Delaware Departments of Banking. WEBSITE DISCLOSURES The Corporation files with the SEC and makes available, free of charge, through its website, its Annual Report on Form 10-K, Quarterly Reports on Form 10-Q, Current Reports on Form 8-K, Proxy Statements on Schedule 14A, and all amendments to those reports as soon as reasonably practicable after the reports are electronically filed with the SEC. These reports can be obtained on the Corporation’s website at www.bmtc.com by following the link, “About BMT,” followed by “Investor Relations.” The information contained on or connected to our website is not incorporated by reference into this Annual Report on Form 10-K. Further copies of these reports are located at the SEC’s Public Reference Room at 100 F Street, NE, Washington, D.C. 20549. Information on the operation of the Public Reference Room can be obtained by calling the SEC at 1-800-SEC-0330. The SEC maintains a website that contains reports, proxy and information statements, and other information regarding our filings, at www.sec.gov. OPERATIONS • Bryn Mawr Bank Corporation The Corporation has no active staff as of December 31, 2016. The Corporation is the sole shareholder of the stock of the Bank. Additionally, the Corporation performs several functions including shareholder communications, shareholder recordkeeping, the distribution of dividends and the periodic filing of reports and payment of fees to NASDAQ, the SEC and other regulatory agencies. As of December 31, 2016, the Corporation and its subsidiaries had 494 full time and 50 part time employees, totaling 519 full time equivalent staff. 1 ACTIVE SUBSIDIARIES OF THE CORPORATION The Corporation has three active subsidiaries which provide various services as described below: • Lau Associates Lau Associates LLC, a registered investment advisor, is an independent, family wealth office serving high net worth individuals and families, with special expertise in planning intergenerational inherited wealth. Lau Associates employed 13 full time employees as of December 31, 2016, which are included in the Corporation’s employment numbers. Lau Associates LLC is a wholly-owned subsidiary of the Corporation. • The Bryn Mawr Trust Company of Delaware The Bryn Mawr Trust Company of Delaware (“BMTC-DE”) is a limited-purpose trust company located in Greenville, DE and has the ability to be named and serve as a corporate fiduciary under Delaware law. BMTC-DE employed seven full-time and two part time employees as of December 31, 2016. BMTC-DE employees are included in the Corporation’s employment numbers. Being able to serve as a corporate fiduciary under Delaware law is advantageous as Delaware statutes are widely recognized as being favorable with respect to the creation of tax-advantaged trust structures, LLCs and related wealth transfer vehicles for families and individuals throughout the United States. BMTC-DE is a wholly-owned subsidiary of the Corporation. • The Bryn Mawr Trust Company The Bank is engaged in commercial and retail banking business, providing basic banking services, including the acceptance of demand, time and savings deposits and the origination of commercial, real estate and consumer loans and other extensions of credit including leases. The Bank also provides a full range of wealth management services including trust administration and other related fiduciary services, custody services, investment management and advisory services, employee benefit account and IRA administration, estate settlement, tax services, financial planning and brokerage services. As of December 31, 2016, the market value of assets under management, administration, supervision and asset management/brokerage by the Bank’s Wealth Management Division was $11.3 billion. The Bank’s employees are included in the Corporation’s employment numbers above. The Bank presently operates 25 full-service branches, eight limited-hour retirement community offices, one limited- service branch and three wealth management offices located throughout Montgomery, Delaware, Chester, Philadelphia and Dauphin counties of Pennsylvania. See the section titled “COMPETITION” later in this item for additional information. ACTIVE SUBSIDIARIES OF THE BANK The Bank has three active subsidiaries providing various services as described below: • Key Capital Mortgage, Inc. Key Capital Mortgage, Inc. (“KCMI”) is a wholly-owned subsidiary of the Bank, located in Media, Pennsylvania, which was established on October 1, 2015. KCMI specializes in providing non-traditional commercial mortgage loans to small businesses throughout the United States. As of December 31, 2016, KCMI employed six full-time employees which are included in the Corporation’s employment numbers above. • Powers Craft Parker & Beard, Inc. Powers Craft Parker & Beard, Inc. (“PCPB”) is a wholly-owned subsidiary of the Bank, headquartered in Rosemont, Pennsylvania. On October 1, 2014, the Bank acquired 100% of the stock of PCPB and merged the entity with and into its existing full-service insurance agency, Insurance Counsellors of Bryn Mawr, Inc. (“ICBM”). The surviving entity operates under the PCPB name. On April 1, 2015, the Bank acquired the Robert J. McAllister Agency, Inc. (“RJM”), an insurance brokerage headquartered in Rosemont, Pennsylvania. RJM was subsequently merged into PCPB. PCPB is a full-service insurance agency, through which the Bank offers insurance and related products and services to its customer base. This includes casualty, property and allied insurance lines, as well as life insurance, annuities, medical insurance and accident and health insurance for groups and individuals. 2 As of December 31, 2016, PCPB employed 14 full-time employees, of whom 13 are licensed insurance agents, along with two part-time employees, both of whom are licensed insurance agents. PCPB employees are included in the Corporation’s employment numbers above. • Bryn Mawr Equipment Finance, Inc. Bryn Mawr Equipment Finance, Inc. (“BMEF”), a wholly-owned subsidiary of the Bank, is a Delaware corporation registered to do business in Pennsylvania. BMEF is a small-ticket equipment financing company servicing customers nationwide from its Montgomery County, Pennsylvania location. BMEF had nine employees as of December 31, 2016. BMEF employees are included in the Corporation’s employment numbers above. BUSINESS COMBINATIONS The Corporation and its subsidiaries engaged in the following business combinations since January 1, 2012: • Royal Bancshares of Pennsylvania, Inc. (pending) On January 30, 2017, the Corporation entered into a definitive Agreement and Plan of Merger to acquire Royal Bancshares of Pennsylvania, Inc. (“RBPI”), parent company of Royal Bank America (“RBA”), in a transaction with an aggregate value of $127.7 million (the “Acquisition”). In connection with the Acquisition, RBPI will merge with and into the Corporation and RBA will merge with and into the Bank. The Acquisition, which is expected to add approximately $602 million in loans and $630 million in deposits (based on unaudited December 31, 2016 financial information), strengthens the Corporation’s position as the largest community bank in Philadelphia’s western suburbs and, based on deposits, ranks it as the eighth largest community bank headquartered in Pennsylvania. The Acquisition, which will expand the Corporation's distribution network by providing entry into the new markets of New Jersey and Berks County, Pennsylvania, and a new physical presence in Philadelphia County, Pennsylvania is expected to close during the third quarter of 2017. • Robert J. McAllister Agency, Inc. On April 1, 2015, the acquisition of RJM, an insurance brokerage headquartered in Rosemont, Pennsylvania, was completed. Consideration paid totaled $1.0 million, of which $500 thousand was paid at closing, one contingent payment of $85 thousand (out of a maximum of $100 thousand) was paid during the second quarter of 2016 and four remaining contingent cash payments, not to exceed $100 thousand each, will be payable on each of March 31, 2017, March 31, 2018, March 31, 2019, and March 31, 2020, subject to the attainment of certain revenue targets during the related periods. The acquisition enhanced PCPB’s ability to offer comprehensive insurance solutions to both individual and business clients. • Continental Bank Holdings, Inc. On January 1, 2015, the merger of Continental Bank Holdings, Inc. (“CBH”) with and into the Corporation (the “CBH Merger”), and the merger of Continental Bank with and into the Bank, were completed. Consideration paid totaled $125.1 million, comprised of 3,878,383 shares (which included fractional shares paid in cash) of the Corporation’s common stock, the assumption of options to purchase Corporation common stock valued at $2.3 million and $1.3 million for the cash-out of certain warrants. The Merger initially added $424.7 million of loans, $181.8 million of investments, $481.7 million of deposits and ten new branches. The acquisition of CBH enabled the Corporation to expand its footprint into a significant portion of Montgomery County, Pennsylvania. • Powers Craft Parker and Beard, Inc. On October 1, 2014, the acquisition of PCPB, an insurance brokerage headquartered in Rosemont, Pennsylvania, was completed. The consideration paid by the Corporation was $7.0 million, of which $5.4 million was paid at closing and two of three contingent payments, of $542 thousand each, were paid during the fourth quarter of 2015 and 2016. The remaining $542 thousand consists of one contingent payment, not to exceed $542 thousand. The payment is subject to the attainment of certain revenue targets during the applicable period. The addition enabled the Corporation to offer a full range of insurance products to both individual and business clients. 3 • First Bank of Delaware On November 17, 2012, the acquisition of $70.3 million of deposits, $76.6 million of loans and a branch location from First Bank of Delaware (“FBD”), by the Corporation was completed. The consideration paid by the Corporation totaled $10.6 million cash, paid at closing. The transaction, which was accounted for as a business combination, enabled the Corporation to expand its banking arm into the Delaware market by opening its first full-service branch there, complementing its existing wealth management operations in the state. • Davidson Trust Company On May 15, 2012, the acquisition of Davidson Trust Company (“DTC”) by the Corporation was completed. The consideration paid by the Corporation totaled $10.5 million, of which $8.4 million was paid in cash, at closing and the remaining $2.1 million was paid in equal installments on November 14, 2012, May 14, 2013 and November 14, 2013. The transaction was accounted for as a business combination. The acquisition of DTC initially increased the Corporation’s wealth management division assets under management by $1.0 billion. The structure of the Corporation’s existing wealth management segment allowed for the immediate integration of DTC and was able to take advantage of the various synergies that exist between the two companies. SOURCES OF THE CORPORATION’S REVENUE Continuing Operations See Note 29, “Segment Information,” in the Notes to the Consolidated Financial Statements located in this Annual Report on Form 10-K for additional information. The Corporation had no discontinued operations in 2014, 2015 or 2016. FINANCIAL INFORMATION ABOUT SEGMENTS The financial information concerning the Corporation’s business segments is incorporated by reference to this Annual Report on Form 10-K in the section captioned Management’s Discussion and Analysis of Financial Condition and Results of Operations (“MD&A”) and Note 29, “Segment Information,” in the Notes to Consolidated Financial Statements. COMPETITION The Corporation and its subsidiaries, including the Bank, compete for deposits, loans, wealth management and insurance services in Delaware, Montgomery, Chester, Dauphin and Philadelphia counties in Pennsylvania and New Castle County in Delaware. The Corporation has a significant presence in the Philadelphia suburbs along the Route 30 corridor, also known as the “Main Line”. The Corporation has 25 full-service branches, eight limited-hour retirement community offices, one limited-service branch, one insurance agency and five wealth management offices. The markets in which the Corporation competes are highly competitive. The Corporation’s direct competition in attracting business is mainly from commercial banks, investment management companies, savings and loan associations, trust companies and insurance agencies. The Corporation also competes with credit unions, on-line banking enterprises, consumer finance companies, mortgage companies, insurance companies, stock brokerage companies, investment advisory companies and other entities providing one or more of the services and products offered by the Corporation. The Corporation is able to compete with the other firms because of its consistent level of customer service, excellent reputation, professional expertise, comprehensive product line, and its competitive rates and fees. However, there are several negative factors which can hinder the Corporation’s ability to compete with large institutions such as its limited number of locations, smaller advertising and technology budgets, and a general inability to scale its operating platform, due to its size. The acquisition of Lau Associates in July 2008 and the formation of BMTC-DE allowed the Corporation to establish a presence in the State of Delaware, where it competes for wealth management business. The November 2012 acquisition of certain loan and deposit accounts and a branch location from First Bank of Delaware enabled the Corporation to further expand its banking segment in the greater Wilmington, Delaware area. The acquisition of First Keystone Financial, Inc. (“FKF”) in 2010 expanded the Corporation’s footprint significantly into Delaware County, Pennsylvania, and the acquisition the Private Wealth Management Group of the Hershey Trust 4 Company (“PWMG”) in 2011 enabled the Wealth Management Division to extend into central Pennsylvania by continuing to operate the former PWMG offices located in Hershey, Pennsylvania. The May 2012 acquisition of DTC allowed the Corporation to further expand its range of services and bring deeper market penetration in our core market area. The October 2014 acquisition of PCPB and the April 2015 acquisition of RJM enabled the Bank to expand its range of insurance solutions to both individuals as well as business clients. The January 2015 merger with CBH expanded the Corporation’s reach well into Montgomery County Pennsylvania, and gave the Bank the opportunity to have a branch office in the City of Philadelphia. The Bank’s newest subsidiary, KCMI, which was established on October 1, 2015 enables the Corporation to compete on a national level for the specialized lending market that focuses on non-traditional small business borrowers with well- established businesses. In addition, BMEF competes on a national level for its equipment leasing customers. FINANCIAL INFORMATION ABOUT GEOGRAPHIC AREAS The geographic information required by Item 101(d) of Regulation S-K promulgated under the Securities Exchange Act of 1934, as amended, is impracticable for the Corporation to calculate; however, the Corporation does not believe that a material amount of revenues in any of the last three years was attributable to customers outside of the United States, nor does it believe that a material amount of its long-lived assets, in any of the past three years, was located outside of the United States. SUPERVISION AND REGULATION The Corporation and its subsidiaries, including the Bank, are subject to extensive regulation under both federal and state law. To the extent that the following information describes statutory provisions and regulations which apply to the Corporation and its subsidiaries, it is qualified in its entirety by reference to those statutory provisions and regulations: • Bank Holding Company Regulation The Corporation, as a bank holding company, is regulated under the Bank Holding Company Act of 1956, as amended (the “Act”). The Act limits the business of bank holding companies to banking, managing or controlling banks, performing certain servicing activities for subsidiaries and engaging in such other activities as the Federal Reserve Board may determine to be closely related to banking. The Corporation and its non-bank subsidiaries are subject to the supervision of the Federal Reserve Board and the Corporation is required to file, with the Federal Reserve Board, an annual report and such additional information as the Federal Reserve Board may require pursuant to the Act and the regulations which implement the Act. The Federal Reserve Board also conducts inspections of the Corporation and each of its non- banking subsidiaries. The Act requires each bank holding company to obtain prior approval by the Federal Reserve Board before it may acquire (i) direct or indirect ownership or control of more than 5% of the voting shares of any company, including another bank holding company or a bank, unless it already owns a majority of such voting shares, or (ii) all, or substantially all, of the assets of any company. The Act also prohibits a bank holding company from engaging in, or from acquiring direct or indirect ownership or control of more than 5% of the voting shares of any company engaged in non-banking activities unless the Federal Reserve Board, by order or regulation, has found such activities to be so closely related to banking or to managing or controlling banks as to be appropriate. The Federal Reserve Board has, by regulation, determined that certain activities are so closely related to banking or to managing or controlling banks, so as to permit bank holding companies, such as the Corporation, and its subsidiaries formed for such purposes, to engage in such activities, subject to obtaining the Federal Reserve Board’s approval in certain cases. Under the Act, a bank holding company and its subsidiaries are prohibited from engaging in certain tie-in arrangements in connection with any extension or provision of credit, lease or sale of property or furnishing any service to a customer on the condition that the customer provide additional credit or service to the bank, to its bank holding company or any other subsidiaries of its bank holding company or on the condition that the customer refrain from obtaining credit or service from a competitor of its bank holding company. Further, the Bank, as a subsidiary bank of a bank holding company, such as the Corporation, is subject to certain restrictions on any extensions of credit it provides to the Corporation or any of its non-bank subsidiaries, investments in the stock or securities thereof, and on the taking of such stock or securities as collateral for loans to any borrower. 5 In addition, the Federal Reserve Board may issue cease-and-desist orders against bank holding companies and non- bank subsidiaries to stop actions believed to present a serious threat to a subsidiary bank. The Federal Reserve Board also regulates certain debt obligations and changes in control of bank holding companies. Under the Federal Deposit Insurance Act, as amended by the Dodd-Frank Act, a bank holding company is required to serve as a source of financial strength to each of its subsidiary banks and to commit resources, including capital funds during periods of financial stress, to support each such bank. Consistent with this “source of strength” requirement for subsidiary banks, the Federal Reserve Board has stated that, as a matter of prudent banking, a bank holding company generally should not maintain a rate of cash dividends unless its net income available to common shareholders has been sufficient to fund fully the dividends, and the prospective rate of earnings retention appears to be consistent with the company’s capital needs, asset quality and overall financial condition. Federal law also grants to federal banking agencies the power to issue cease and desist orders when a depository institution or a bank holding company or an officer or director thereof is engaged in or is about to engage in unsafe and unsound practices. The Federal Reserve Board may require a bank holding company, such as the Corporation, to discontinue certain of its activities or activities of its other subsidiaries, other than the Bank, or divest itself of such subsidiaries if such activities cause serious risk to the Bank and are inconsistent with the Bank Holding Company Act or other applicable federal banking laws. • Federal Reserve Board and Pennsylvania Department of Banking and Securities Regulation The Corporation’s Pennsylvania state chartered bank, The Bryn Mawr Trust Company, is regulated and supervised by the Pennsylvania Department of Banking and Securities (the “Department of Banking”) and subject to regulation by The Federal Reserve Board and the FDIC. The Department of Banking and the Federal Reserve Board regularly examine the Bank’s reserves, loans, investments, management practices and other aspects of its operations and the Bank must furnish periodic reports to these agencies. The Bank is a member of the Federal Reserve System. The Bank’s operations are subject to certain requirements and restrictions under federal and state laws, including requirements to maintain reserves against deposits, limitations on the interest rates that may be paid on certain types of deposits, restrictions on the types and amounts of loans that may be granted and the interest that may be charged thereon, limitations on the types of investments that may be made and the types of services which may be offered. Various consumer laws and regulations also affect the operations of the Bank. These regulations and laws are intended primarily for the protection of the Bank’s depositors and customers rather than holders of the Corporation’s stock. The regulations of the Department of Banking restrict the amount of dividends that can be paid to the Corporation by the Bank. Payment of dividends is restricted to the amount of the Bank’s 2016 net income plus its net retained earnings for the previous two years. As of December 31, 2016, this amount was $15.9 million. However, the amount of dividends paid by the Bank cannot reduce capital levels below levels that would cause the Bank to be less than adequately capitalized. The payment of dividends by the Bank to the Corporation is the source on which the Corporation currently depends to pay dividends to its shareholders. As a bank incorporated under and subject to Pennsylvania banking laws and insured by the FDIC, the Bank must obtain the prior approval of the Department of Banking and the Federal Reserve Board before establishing a new branch banking office. Depending on the type of bank or financial institution, a merger of the Bank with another institution is subject to the prior approval of one or more of the following: the Department of Banking, the FDIC, the Federal Reserve Board and the Office of the Comptroller of the Currency and any other regulatory agencies having primary supervisory authority over any other party to the merger. An approval of a merger by the appropriate bank regulatory agency would depend upon several factors, including whether the merged institution is a federally insured state bank, a member of the Federal Reserve System, or a national bank. Additionally, any new branch expansion or merger must comply with branching restrictions provided by state law. The Pennsylvania Banking Code permits Pennsylvania banks to establish branches anywhere in the state. On October 24, 2012, Pennsylvania enacted three new laws known as the “Banking Law Modernization Package,” all of which became effective on December 24, 2012. The intended goal of the new law, which applies to the Bank, is to modernize Pennsylvania’s banking laws and to reduce regulatory burden at the state level where possible, given the increased regulatory demands at the federal level as described below. 6 The new law also permits banks as well as the Department of Banking to disclose formal enforcement actions initiated by the Department of Banking, clarifies that the Department of Banking has examination and enforcement authority over subsidiaries as well as affiliates of regulated banks and bolsters the Department of Banking’s enforcement authority over its regulated institutions by clarifying its ability to remove directors, officers and employees from institutions for violations of laws or orders or for any unsafe or unsound practice or breach of fiduciary duty. Changes to existing law also allow the Department of Banking to assess civil money penalties of up to $25,000 per violation. The new law also sets a new standard of care for bank officers and directors, applying the same standard that exists for non-banking corporations in Pennsylvania. The standard is one of performing duties in good faith, in a manner reasonably believed to be in the best interests of the institutions and with such care, including reasonable inquiry, skill and diligence, as a person of ordinary prudence would use under similar circumstances. Directors may rely in good faith on information, opinions and reports provided by officers, employees, attorneys, accountants, or committees of the board, and an officer may not be held liable simply because he or she served as an officer of the institution. • Deposit Insurance Assessments The deposits of the Bank are insured by the FDIC up to the limits set forth under applicable law and are subject to deposit insurance premium assessments. The FDIC imposes a risk based deposit premium assessment system, under which the amount of FDIC assessments paid by an individual insured depository institution, such as the Bank, is based on the level of risk incurred in its activities. In addition to deposit insurance assessments, banks are subject to assessments to pay the interest on Financing Corporation bonds. The Financing Corporation was created by Congress to issue bonds to finance the resolution of failed thrift institutions. The FDIC sets the Financing Corporation assessment rate every quarter. The Financing Corporation assessment for the fourth quarter of 2016 was an annual rate of 0.56 basis points. Payments of the FICO assessment during the twelve months ended December 31, 2016 totaled $154 thousand. • Government Monetary Policies The monetary and fiscal policies of the Federal Reserve Board and the other regulatory agencies have had, and will probably continue to have, an important impact on the operating results of the Bank through their power to implement national monetary policy in order to, among other things, curb inflation or combat a recession. The monetary policies of the Federal Reserve Board may have a major effect upon the levels of the Bank’s loans, investments and deposits through the Federal Reserve Board’s open market operations in United States government securities, through its regulation of, among other things, the discount rate on borrowing of depository institutions, and the reserve requirements against depository institution deposits. It is not possible to predict the nature and impact of future changes in monetary and fiscal policies. The earnings of the Bank and, therefore, of the Corporation are affected by domestic economic conditions, particularly those conditions in the trade area as well as the monetary and fiscal policies of the United States government and its agencies. • Safety and Soundness The Federal Reserve Board also has authority to prohibit a bank holding company from engaging in any activity or transaction deemed by the Federal Reserve Board to be an unsafe or unsound practice. The payment of dividends could, depending upon the financial condition of the Bank or Corporation, be such an unsafe or unsound practice and the regulatory agencies have indicated their view that it generally would be an unsafe and unsound practice to pay dividends except out of current operating earnings. The ability of the Bank to pay dividends in the future is presently and could be further influenced, among other things, by applicable capital guidelines discussed below or by bank regulatory and supervisory policies. The ability of the Bank to make funds available to the Corporation is also subject to restrictions imposed by federal law. The amount of other payments by the Bank to the Corporation is subject to review by regulatory authorities having appropriate authority over the Bank or Corporation and to certain legal limitations. • Capital Adequacy Federal and state banking laws impose on banks certain minimum requirements for capital adequacy. Federal banking agencies have issued certain “risk-based capital” guidelines, and certain “leverage” requirements on member banks such as the Bank. By policy statement, the Banking Department also imposes those requirements on the Bank. Banking 7 regulators have authority to require higher minimum capital ratios for an individual bank or bank holding company in view of its circumstances. Minimum Capital Ratios: The risk-based guidelines require all banks to maintain three “risk-weighted assets” ratios. The first is a minimum ratio of total capital (“Tier 1” and “Tier 2” capital) to risk-weighted assets equal to 8.00%; the second is a minimum ratio of “Tier 1” capital to risk-weighted assets equal to 6.00%; and the third is a minimum ratio of “Common Equity Tier 1” capital to risk-weighted assets equal to 4.5%. Assets are assigned to five risk categories, with higher levels of capital being required for the categories perceived as representing greater risk. In making the calculation, certain intangible assets must be deducted from the capital base. The risk-based capital rules are designed to make regulatory capital requirements more sensitive to differences in risk profiles among banks and bank holding companies and to minimize disincentives for holding liquid assets. The risk-based capital rules also account for interest rate risk. Institutions with interest rate risk exposure above a normal level would be required to hold extra capital in proportion to that risk. A bank’s exposure to declines in the economic value of its capital due to changes in interest rates is a factor that the banking agencies will consider in evaluating a bank’s capital adequacy. The rule does not codify an explicit minimum capital charge for interest rate risk. The Corporation currently monitors and manages its assets and liabilities for interest rate risk, and believes its interest rate risk practices are prudent and are in-line with industry standards. The Corporation is not aware of any new or proposed rules or standards relating to interest rate risk that would materially adversely affect our operations. The “leverage” ratio rules require banks which are rated the highest in the composite areas of capital, asset quality, management, earnings, liquidity and sensitivity to market risk to maintain a ratio of “Tier 1” capital to “adjusted total assets” (equal to the bank’s average total assets as stated in its most recent quarterly Call Report filed with its primary federal banking regulator, minus end-of-quarter intangible assets that are deducted from Tier 1 capital) of not less than 4.00%. For purposes of the capital requirements, “Tier 1” or “core” capital is defined to include common stockholders’ equity and certain noncumulative perpetual preferred stock and related surplus. “Tier 2” or “qualifying supplementary” capital is defined to include a bank’s allowance for loan and lease losses up to 1.25% of risk-weighted assets, plus certain types of preferred stock and related surplus, certain “hybrid capital instruments” and certain term subordinated debt instruments. “Common Equity Tier 1” capital is defined as the sum of common stock instruments and related surplus net of treasury stock, retained earnings, accumulated other comprehensive income, and qualifying minority interests. In addition to the capital requirements discussed above, banks are required to maintain a “capital conservation buffer” above the regulatory minimum capital requirements, which must consist entirely of common equity Tier 1 capital. The capital conservation buffer is being phased-in over four years beginning on January 1, 2016, as follows: the maximum buffer will be 0.625% of risk-weighted assets for 2016, 1.25% for 2017, 1.875% for 2018, and 2.5% for 2019 and thereafter. This will result in the following minimum ratios beginning in 2019: (i) (ii) (iii) a common equity Tier 1 capital ratio of 7.0%; a Tier 1 capital ratio of 8.5%; and a total capital ratio of 10.5%. Institutions are subject to limitations on paying dividends, engaging in share repurchases, and paying discretionary bonuses if their capital levels fall below the buffer amount. These limitations establish a maximum percentage of eligible retained income that could be utilized for such actions. The Bank’s and the Corporation’s regulators have the power to impose an additional buffer, the “countercyclical buffer,” of up to 2.5% of common equity Tier 1 capital to take into account the macro-financial environment and periods of excessive credit growth. However, this buffer is only applicable to “advanced approach banks” ( i.e., banks with $250 billion or more in total assets or $10 billion or more in total foreign exposures), which currently excludes the Corporation and the Bank. The capital requirement rules, which were finalized in July 2013 implement revisions and clarifications consistent with Basel III regarding the various components of Tier 1 capital, including common equity, unrealized gains and losses, as well as certain instruments that no longer qualify as Tier 1 capital, some of which are being phased out over time. However, small depository institution holding companies with less than $15 billion in total assets as of December 31, 2009 (which includes the Corporation) will be able to permanently include non-qualifying instruments that were issued and included in Tier 1 or Tier 2 capital prior to May 19, 2010 in additional Tier 1 or Tier 2 capital until they redeem such instruments or until the instruments mature. 8 In addition, smaller banking institutions (less than $250 billion in consolidated assets) were granted an opportunity to make a one-time election to opt out of including most elements of accumulated other comprehensive income in regulatory capital. Importantly, the opt-out excludes from regulatory capital not only unrealized gains and losses on available-for-sale debt securities, but also accumulated net gains and losses on cash-flow hedges and amounts attributable to defined benefit postretirement plans. The Corporation elected to opt-out, and indicated its election on the Call Report filed after January 1, 2015. • Prompt Corrective Action Federal banking law mandates certain “prompt corrective actions,” which Federal banking agencies are required to take, and certain actions which they have discretion to take, based upon the capital category into which a Federally regulated depository institution falls. Regulations have been adopted by the Federal bank regulatory agencies setting forth detailed procedures and criteria for implementing prompt corrective action in the case of any institution that is not adequately capitalized. Under the prompt corrective action requirements, which are designed to complement the capital conservation buffer, insured depository institutions are required to meet the following capital level requirements in order to qualify as “well capitalized:” (i) (ii) (iii) (iv) a new common equity Tier 1 capital ratio of 6.5%; a Tier 1 capital ratio of 8% (increased from 6%); a total capital ratio of 10% (unchanged from current rules); and a Tier 1 leverage ratio of 5% (increased from 4%). An undercapitalized institution is required to file a written capital restoration plan, along with a performance guaranty by its holding company or a third party. In addition, an undercapitalized institution becomes subject to certain automatic restrictions including a prohibition on the payment of dividends, a limitation on asset growth and expansion, and in certain cases, a limitation on the payment of bonuses or raises to senior executive officers, and a prohibition on the payment of certain “management fees” to any “controlling person”. Institutions that are classified as undercapitalized are also subject to certain additional supervisory actions, including increased reporting burdens and regulatory monitoring, a limitation on the institution’s ability to make acquisitions, open new branch offices, or engage in new lines of business, obligations to raise additional capital, restrictions on transactions with affiliates, and restrictions on interest rates paid by the institution on deposits. In certain cases, bank regulatory agencies may require replacement of senior executive officers or directors, or sale of the institution to a willing purchaser. If an institution is deemed to be “critically undercapitalized” and continues in that category for four quarters, the statute requires, with certain narrowly limited exceptions, that the institution be placed in receivership. The Bank is currently regarded as “well capitalized” for regulatory capital purposes. See Note 26 in the Notes to Consolidated Financial Statements in this Annual Report on Form 10-K for more information regarding the Bank’s and Corporation’s regulatory capital ratios. • Gramm-Leach-Bliley Act The Gramm-Leach-Bliley Act (“GLB Act”) repealed provisions of the Glass-Steagall Act, which prohibited commercial banks and securities firms from affiliating with each other and engaging in each other’s businesses. Thus, many of the barriers prohibiting affiliations between commercial banks and securities firms have been eliminated. The GLB Act amended the Glass-Steagall Act to allow new “financial holding companies” (“FHC”) to offer banking, insurance, securities and other financial products to consumers. Specifically, the GLB Act amends section 4 of the Act in order to provide for a framework for the engagement in new financial activities. A bank holding company may elect to become a financial holding company if all its subsidiary depository institutions are well-capitalized and well-managed. If these requirements are met, a bank holding company may file a certification to that effect with the Federal Reserve Board and declare that it elects to become a FHC. After the certification and declaration is filed, the FHC may engage either de novo or through an acquisition in any activity that has been determined by the Federal Reserve Board to be financial in nature or incidental to such financial activity. Bank holding companies may engage in financial activities without prior notice to the Federal Reserve Board if those activities qualify under the new list in section 4(k) of the Act. However, notice must be given to the Federal Reserve Board, within 30 days after the FHC has commenced one or more of the financial activities. The Corporation has not elected to become an FHC at this time. 9 Under the GLB Act, a bank subject to various requirements is permitted to engage through “financial subsidiaries” in certain financial activities permissible for affiliates of FHC’s. However, to be able to engage in such activities a bank must continue to be “well-capitalized” and well-managed and receive at least a “satisfactory” rating in its most recent Community Reinvestment Act examination. • Community Reinvestment Act The Community Reinvestment Act requires banks to help serve the credit needs of their communities, including providing credit to low and moderate income individuals and areas. Should the Bank fail to serve adequately the communities it serves, potential penalties may include regulatory denials to expand branches, relocate, add subsidiaries and affiliates, expand into new financial activities and merge with or purchase other financial institutions. • Privacy of Consumer Financial Information The GLB Act also contains a provision designed to protect the privacy of each consumer’s financial information in a financial institution. Pursuant to the requirements of the GLB Act, the Consumer Financial Protection Bureau has promulgated final regulations intended to better protect the privacy of a consumer’s financial information maintained in financial institutions. The regulations are designed to prevent financial institutions, such as the Bank, from disclosing a consumer’s nonpublic personal information to third parties that are not affiliated with the financial institution. However, financial institutions can share a customer’s personal information or information about business and corporations with their affiliated companies. The regulations also provide that financial institutions can disclose nonpublic personal information to nonaffiliated third parties for marketing purposes but the financial institution must provide a description of its privacy policies to the consumers and give the consumers an opportunity to opt-out of such disclosure and, thus, prevent disclosure by the financial institution of the consumer’s nonpublic personal information to nonaffiliated third parties. These privacy regulations will affect how consumer’s information is transmitted through diversified financial companies and conveyed to outside vendors. The Bank does not believe the privacy regulations will have a material adverse impact on its operations in the near term. • Consumer Protection Rules – Sale of Insurance Products In addition, as mandated by the GLB Act, the regulators have published consumer protection rules which apply to the retail sales practices, solicitation, advertising or offers of insurance products, including annuities, by depository institutions such as banks and their subsidiaries. The rules provide that before the sale of insurance or annuity products can be completed, disclosures must be made that state (i) such insurance products are not deposits or other obligations of or guaranteed by the FDIC or any other agency of the United States, the Bank or its affiliates; and (ii) in the case of an insurance product that involves an investment risk, including an annuity, that there is an investment risk involved with the product, including a possible loss of value. The rules also provide that the Bank may not condition an extension of credit on the consumer’s purchase of an insurance product or annuity from the Bank or its affiliates or on the consumer’s agreement not to obtain or a prohibition on the consumer obtaining an insurance product or annuity from an unaffiliated entity. The rules also require formal acknowledgement from the consumer that such disclosures have been received. In addition, to the extent practical, the Bank must keep insurance and annuity sales activities physically separate from the areas where retail banking transactions are routinely accepted from the general public. • Sarbanes-Oxley Act The Sarbanes-Oxley Act of 2002 (the “Sarbanes-Oxley Act”) addresses, among other matters, increased disclosures; audit committees; certification of financial statements by the principal executive officer and the principal financial officer; evaluation by management of our disclosure controls and procedures and our internal control over financial reporting; auditor reports on our internal control over financial reporting; forfeiture of bonuses and profits made by directors and senior officers in the twelve (12) month period covered by restated financial statements; a prohibition on insider trading during Corporation stock blackout periods; disclosure of off-balance sheet transactions; a prohibition applicable to companies, other than federally insured financial institutions, on personal loans to their directors and officers; expedited 10 filing of reports concerning stock transactions by a company’s directors and executive officers; the formation of a public accounting oversight board; auditor independence; and increased criminal penalties for violation of certain securities laws. • USA PATRIOT Act of 2001 The USA PATRIOT Act of 2001, which was enacted in the wake of the September 11, 2001 attacks, includes provisions designed to combat international money laundering and advance the U.S. government’s war against terrorism. The USA PATRIOT Act and the regulations which implement it contain many obligations which must be satisfied by financial institutions, including the Bank. Those regulations impose obligations on financial institutions, such as the Bank, to maintain appropriate policies, procedures and controls to detect, prevent and report money laundering and terrorist financing and to verify the identity of their customers. The failure of a financial institution to maintain and implement adequate programs to combat money laundering and terrorist financing could have serious legal and reputational consequences for the financial institution. • Government Policies and Future Legislation As the enactment of the GLB Act and the Sarbanes-Oxley Act confirm, from time to time various laws are passed in the United States Congress as well as the Pennsylvania legislature and by various bank regulatory authorities which would alter the powers of, and place restrictions on, different types of banks and financial organizations. It is impossible to predict whether any potential legislation or regulations will be adopted and the impact, if any, of such adoption on the business of the Corporation or its subsidiaries, especially the Bank. With the 2016 U.S. presidential election resulting in a new President and a new political party controlling the Executive Branch of the Federal Government, the new administration may bring changes to the U.S. financial services industry that we cannot now predict. Public comments by President Donald J. Trump may suggest his intent to change policies and regulations that implement current federal law, including those implementing the Dodd-Frank Act. At this point we are unable to determine what impact the Trump Administration’s policy changes might have on the Corporation or the Bank. • Dodd-Frank Wall Street Reform and Consumer Protection Act (the “Dodd-Frank Act”) The Dodd-Frank Act was passed by Congress on July 15, 2010, and was signed into law by President Obama on July 21, 2010. It is intended to promote financial stability in the U.S., reduce the risk of bailouts and protect against abusive financial services practices by improving accountability and transparency in the financial system and ending the concept of “too big to fail” institutions by giving regulators the ability to liquidate large financial institutions. It is the broadest overhaul of the U.S. financial system since the Great Depression and the overall impact on the Corporation and its subsidiaries is a general increase in costs related to compliance with the Dodd-Frank Act. The Dodd-Frank Act has significantly changed the current bank regulatory structure and will affect into the immediate future the lending and investment activities and general operations of depository institutions and their holding companies. As discussed earlier, the Dodd-Frank Act requires the Federal Reserve Board to establish minimum consolidated capital requirements for bank holding companies that are as stringent as those required for insured depository institutions; the components of Tier 1 capital are restricted to capital instruments that are considered to be Tier 1 capital for insured depository institutions. In addition, the proceeds of trust preferred securities are excluded from Tier 1 capital unless (i) such securities are issued by bank holding companies with assets of less than $500 million or (ii) such securities were issued prior to May 19, 2010 by bank or savings and loan holding companies with less than $15 billion of assets. The Dodd-Frank Act also created a new Consumer Financial Protection Bureau with extensive powers to implement and enforce consumer protection laws. The Consumer Financial Protection Bureau has broad rulemaking authority for a wide range of consumer protection laws that apply to all banks, among other things, including the authority to prohibit “unfair, deceptive or abusive” acts and practices. However, institutions of less than $10 billion in assets, such as the Bank, will continue to be examined for compliance with consumer protection and fair lending laws and regulations by, and be subject to the enforcement authority of, their prudential regulators. The Dodd-Frank Act made many other changes in banking regulation. These include allowing depository institutions, for the first time, to pay interest on business checking accounts, requiring originators of securitized loans to 11 retain a percentage of the risk for transferred loans, establishing regulatory rate-setting for certain debit card interchange fees and establishing a number of reforms for mortgage originations. Effective October 1, 2011, the debit-card interchange fee was capped at $0.21 per transaction, plus an additional 5 basis point charge to cover fraud losses. These fees are much lower than the current market rates. The regulation only impacts banks with assets above $10.0 billion. The Dodd-Frank Act also broadened the base for FDIC insurance assessments. The FDIC was required to promulgate rules revising its assessment system so that it is based on the average consolidated total assets less tangible equity capital of an insured institution instead of deposits. That rule took effect April 1, 2011. The Dodd-Frank Act also permanently increased the maximum amount of deposit insurance for banks, savings institutions and credit unions to $250,000 per depositor, retroactive to January 1, 2008. Although many of the provisions of the Dodd-Frank Act are currently effective, there remain some regulations yet to be implemented. It is therefore difficult to predict at this time what impact the Dodd-Frank Act and implementing regulations will have on the Corporation and the Bank. The changes resulting from the Dodd-Frank Act could limit our business activities, require changes to certain of our business practices, impose upon us more stringent capital, liquidity and leverage requirements or otherwise materially and adversely affect us. These changes may also require us to invest significant management attention and resources to evaluate and make any changes necessary to comply with new statutory and regulatory requirements. Failure to comply with the new requirements could also materially and adversely affect us. ITEM 1A. RISK FACTORS Investment in the Corporation’s Common Stock involves risk. The market price of the Corporation’s Common Stock may fluctuate significantly in response to a number of factors including those that follow. The following list contains certain risks that may be unique to the Corporation and to the banking industry. The following list of risks should not be viewed as an all-inclusive list or in any particular order. The Corporation’s performance and financial condition may be adversely affected by regional economic conditions and real estate values The Bank’s loan and deposit activities are largely based in eastern Pennsylvania. As a result, the Corporation’s consolidated financial performance depends largely upon economic conditions in this eastern Pennsylvania region. This region experienced deteriorating local economic conditions during 2008 through 2011, and a resumption of this deterioration in the regional real estate market could harm our financial condition and results of operations because of the geographic concentration of loans within this regional area and because a large percentage of our loans are secured by real property. If there is further decline in real estate values, the collateral for the Corporation’s loans will provide less security. As a result, the Corporation’s ability to recover on defaulted loans by selling the underlying real estate will be diminished, and the Bank will be more likely to suffer losses on defaulted loans. Additionally, a significant portion of the Corporation’s loan portfolio is invested in commercial real estate loans. Often in a commercial real estate transaction, repayment of the loan is dependent on rental income. Economic conditions may affect the tenant’s ability to make rental payments on a timely basis, and may cause some tenants not to renew their leases, each of which may impact the debtor’s ability to make loan payments. Further, if expenses associated with commercial properties increase dramatically, the tenant’s ability to repay, and therefore the debtor’s ability to make timely loan payments, could be adversely affected. All of these factors could increase the amount of the Corporation’s non-performing loans, increase its provision for loan and lease losses and reduce the Corporation’s net income. Rapidly changing interest rate environment could reduce the Corporation’s net interest margin, net interest income, fee income and net income Interest and fees on loans and securities, net of interest paid on deposits and borrowings, are a significant part of the Corporation’s net income. Interest rates are key drivers of the Corporation’s net interest margin and subject to many factors beyond the control of the Corporation. As interest rates change, net interest income is affected. Rapidly increasing interest rates in the future could result in interest expense increasing faster than interest income because of divergence in financial instrument maturities and/or competitive pressures. Further, substantially higher interest rates generally reduce loan demand and may result in slower loan growth. Decreases or increases in interest rates could have a negative effect on the spreads between the interest rates earned on assets and the rates of interest paid on liabilities, and therefore decrease net 12 interest income. Also, changes in interest rates might also impact the values of equity and debt securities under management and administration by the Wealth Management Division which may have a negative impact on fee income. See the section captioned “Net Interest Income” in the MD&A section of this Annual Report on Form 10-K for additional details regarding interest rate risk. Economic troubles may negatively affect our leasing business The Corporation’s leasing business which began operations in September 2006, consists of nation-wide leasing various types of equipment to businesses with an average original equipment cost of approximately $24 thousand per lease. Continued economic sluggishness may result in higher credit losses than we would experience in our traditional lending business, as well as potential increases in state regulatory burdens such as state income taxes, personal property taxes and sales and use taxes. A general economic slowdown could impact Wealth Management Division revenues A general economic slowdown could decrease the value of Wealth Management Division assets under management and administration resulting in lower fee income, and clients potentially seeking alternative investment opportunities with other providers, which could result in lower fee income to the Corporation. If we fail to comply with legal standards, we could incur liability to our clients or lose clients, which could negatively affect our earnings. Managing or servicing assets with reasonable prudence in accordance with the terms of governing documents and applicable laws is important to client satisfaction, which in turn is important to the earnings and growth of our investment businesses. Failure to comply with these standards, adequately manage these risks or manage the differing interests often involved in the exercise of fiduciary responsibilities could also result in liability. Provision for loan and lease losses and level of non-performing loans may need to be modified in connection with internal or external changes All borrowers carry the potential to default and our remedies to recover may not fully satisfy money previously loaned. We maintain an allowance for loan losses, which is a reserve established through a provision for loan losses charged to expense, which represents the Corporation’s best estimate of probable credit losses that have been incurred within the existing portfolio of loans. The allowance, in the judgment of the Corporation, is necessary to reserve for estimated loan losses and risks inherent in the loan portfolio. The level of the allowance for loan losses reflects the Corporation’s continuing evaluation of industry concentrations; specific credit risks; loan loss experience; current loan portfolio quality; present economic conditions; and unidentified losses inherent in the current loan portfolio. The determination of the appropriate level of the allowance for loan losses inherently involves a high degree of subjectivity and requires us to make significant estimates of current credit risks using existing qualitative and quantitative information, all of which may undergo material changes. Changes in economic conditions affecting borrowers, new information regarding existing loans, identification of additional problem loans and other factors, both within and outside of our control, may require an increase in the allowance for loan losses. In addition, bank regulatory agencies periodically review our allowance for loan losses and may require an increase in the provision for loan losses or the recognition of additional loan charge-offs, based on judgments different than those of the Corporation. An increase in the allowance for loan losses results in a decrease in net income, and possibly risk-based capital, and may have a material adverse effect on our financial condition and results of operations. The design of the allowance for loan loss methodology is a dynamic process that must be responsive to changes in environmental factors. Accordingly, at times the allowance methodology may be modified in order to incorporate changes in various factors including, but not limited to, levels and trends of delinquencies and charge-offs, trends in volume and types of loans, national and economic trends and industry conditions. Potential acquisitions may disrupt the Corporation’s business and dilute shareholder value We regularly evaluate opportunities to strengthen our current market position by acquiring and investing in banks and in other complementary businesses, or opening new branches. As a result, we may engage in negotiations or discussions that, if they were to result in a transaction, could have a material effect on our operating results and financial condition, including short and long-term liquidity. Our acquisition activities could be material to us. For example, we could issue additional shares of common stock in a purchase transaction, which could dilute current shareholders’ ownership interest. 13 These activities could require us to use a substantial amount of cash, other liquid assets, and/or incur debt. In addition, if goodwill recorded in connection with our prior or potential future acquisitions were determined to be impaired, then we would be required to recognize a charge against our earnings, which could materially and adversely affect our results of operations during the period in which the impairment was recognized. Any potential charges for impairment related to goodwill would not directly impact cash flow or tangible capital. Our acquisition activities could involve a number of additional risks, including the risks of: • • incurring time and expense associated with identifying and evaluating potential acquisitions and negotiating potential transactions, resulting in the Corporation’s attention being diverted from the operation of our existing business; using inaccurate estimates and judgments to evaluate credit, operations, management, and market risks with respect to the target institution or assets; • potential exposure to unknown or contingent liabilities of banks and businesses we acquire; • • • • • the time and expense required to integrate the operations and personnel of the combined businesses; experiencing higher operating expenses relative to operating income from the new operations; creating an adverse short-term effect on our results of operations; losing key employees and customers as a result of an acquisition that is poorly received; risk of significant problems relating to the conversion of the financial and customer data of the entity being acquired into the Corporation’s financial and customer product systems; and, • potential impairment of intangible assets created in business acquisitions. There is no assurance that we will be successful in overcoming these risks or any other problems encountered in connection with pending or potential acquisitions. Our inability to overcome these risks could have an adverse effect on our levels of reported net income, ROE and ROA, and our ability to achieve our business strategy and maintain our market value. Decreased residential mortgage origination, volume and pricing decisions of competitors could affect our net income. The Corporation originates, sells and services residential mortgage loans. Changes in interest rates and pricing decisions by our loan competitors affect demand for the Corporation’s residential mortgage loan products, the revenue realized on the sale of loans and revenues received from servicing such loans for others, ultimately reducing the Corporation’s net income. New regulations, increased regulatory reviews, and/or changes in the structure of the secondary mortgage markets which the Corporation utilizes to sell mortgage loans may be introduced and may increase costs and make it more difficult to operate a residential mortgage origination business. Our mortgage servicing rights could become impaired, which may require us to take non-cash charges. Because we retain the servicing rights on many loans we sell in the secondary market, we are required to record a mortgage servicing right asset, which we test quarterly for impairment. The value of mortgage servicing rights is heavily dependent on market interest rates and tends to increase with rising interest rates and decrease with falling interest rates. If we are required to record an impairment charge, it would adversely affect our business, financial condition and results of operations. Declines in asset values may result in impairment charges and may adversely affect the value of the Company’s results of operations, financial condition and cash flows. A majority of the Corporation’s investment portfolio is comprised of securities which are collateralized by residential mortgages. These residential mortgage-backed securities include securities of U.S. government agencies, U.S. government-sponsored entities, and private-label collateralized mortgage obligations. The Corporation’s securities portfolio also includes obligations of U.S. government-sponsored entities, obligations of states and political subdivisions thereof, and equity securities. The fair value of investments may be affected by factors other than the underlying performance of the issuer or composition of the obligations themselves, such as rating downgrades, adverse changes in the business climate and a lack of liquidity for resale of certain investment securities. Quarterly, the Corporation evaluates investments and other assets for impairment indicators in accordance with U.S. GAAP. A decline in the fair value of the securities in our investment portfolio could result in an other-than temporary impairment (“OTTI”) write-down that would reduce our earnings. Further, given the significant judgments involved, if we are incorrect in our assessment of OTTI, this error could have a material adverse effect on our results of operation, financial condition, and cash flows. If the Corporation incurs 14 OTTI charges that result in its falling below the “well capitalized” regulatory requirement, it may need to raise additional capital. Accounting standards periodically change and the application of our accounting policies and methods may require the Corporation to make estimates about matters that are uncertain The regulatory bodies that establish accounting standards, including, among others, the Financial Accounting Standards Board and the SEC, periodically revise or issue new financial accounting and reporting standards that govern the preparation of our consolidated financial statements. The effect of such revised or new standards on our financial statements can be difficult to predict and can materially impact how we record and report our financial condition and results of operations. In addition, the Corporation must exercise judgment in appropriately applying many of our accounting policies and methods so they comply with generally accepted accounting principles. In some cases, the Corporation may have to select a particular accounting policy or method from two or more alternatives. In some cases, the accounting policy or method chosen might be reasonable under the circumstances and yet might result in our reporting materially different amounts than would have been reported if we had selected a different policy or method. Accounting policies are critical to fairly presenting our financial condition and results of operations and may require the Corporation to make difficult, subjective or complex judgments about matters that are uncertain. The FASB’s recently adopted ASU 2016-13 will result in a significant change in how we recognize credit losses and may have a material impact on our financial condition or results of operations. In June 2016, the Financial Accounting Standards Board, or FASB, issued Accounting Standards Update, or ASU, 2016-13, “Financial Instruments-Credit Losses (Topic 326), Measurement of Credit Losses on Financial Instruments,” which replaces the current “incurred loss” model for recognizing credit losses with an “expected loss” model referred to as the Current Expected Credit Loss model, or CECL. Under the CECL model, we will be required to present certain financial assets carried at amortized cost, such as loans held for investment and held-to-maturity debt securities, at the net amount expected to be collected. The measurement of expected credit losses is to be based on information about past events, including historical experience, current conditions, and reasonable and supportable forecasts that affect the collectability of the reported amount. This measurement will take place at the time the financial asset is first added to the balance sheet and periodically thereafter. This differs significantly from the “incurred loss” model required under current GAAP, which delays recognition until it is probable a loss has been incurred. Accordingly, we expect that the adoption of the CECL model will materially affect how we determine our allowance for loan losses and could require us to significantly increase our allowance. Moreover, the CECL model may create more volatility in the level of our allowance for loan losses. If we are required to materially increase our level of allowance for loan and lease losses for any reason, such increase could adversely affect our business, financial condition and results of operations. The new CECL standard will become effective for the Corporation for fiscal years beginning after December 15, 2019 and for interim periods within those fiscal years. We are currently evaluating the impact the CECL model will have on our accounting, but we expect to recognize a one-time cumulative-effect adjustment to our allowance for loan losses as of the beginning of the first reporting period in which the new standard is effective. We cannot yet determine the magnitude of any such one-time cumulative adjustment or of the overall impact of the new standard on our financial condition or results of operations. A return to recessionary conditions or a large and unexpected rise in interest rates could result in increases in our level of non-performing loans and/or reduce demand for our products and services, which would lead to lower revenue, higher loan losses and lower earnings. Falling home prices and sharply reduced sales volumes, along with the collapse of the United States’ subprime mortgage industry in 2008 that followed a national home price peak in mid-2006, significantly contributed to a recession that officially lasted until June 2009, although the effects continued thereafter. Dramatic declines in real estate values and high levels of foreclosures resulted in significant asset write-downs by financial institutions, which caused many financial institutions to seek additional capital, to merge with other institutions and, in some cases, to fail. A return of recessionary conditions and/or negative developments in the domestic and international credit markets may significantly affect the markets in which we do business, the value of our loans and investments, and our ongoing operations, costs and profitability. Declines in real estate values and sales volumes and a return to higher unemployment levels may result in higher than expected loan delinquencies, increases in our levels of nonperforming and classified assets and a decline in 15 demand for our products and services. A large or unexpected rise in interest rates could materially impact consumer and business ability to repay, thus increasing our level of non performing loans and reducing demand for loans. These negative events may cause us to incur losses and may adversely affect our capital, liquidity, and financial condition. Increases in FDIC insurance premiums may adversely affect the Corporation’s earnings In response to the impact of economic conditions since 2008 on banks generally and on the FDIC Deposit Insurance Fund (the “DIF”), the FDIC changed its risk-based assessment system and increased base assessment rates. On November 12, 2009, the FDIC adopted a rule requiring banks to prepay three years’ worth of premiums to replenish the depleted insurance fund. In February 2011, as required under the Dodd-Frank Act, the FDIC issued a ruling pursuant to which the assessment base against which FDIC assessments for deposit insurance are made will change. Instead of FDIC insurance assessments being based upon an insured bank’s deposits, FDIC insurance assessments are now generally based on an insured bank’s total average assets minus average tangible equity. With this change, the Corporation expects that its overall FDIC insurance cost will decline. However, a change in the risk categories applicable to the Corporation’s bank subsidiaries, further adjustments to base assessment rates and any special assessments could have a material adverse effect on the Corporation. The Dodd-Frank Act also requires that the FDIC take steps necessary to increase the level of the DIF to 1.35% of total insured deposits by September 30, 2020. In October 2010, the FDIC adopted a Restoration Plan to achieve that goal. Certain elements of the Restoration Plan are left to future FDIC rulemaking, as are the potential for increases to the assessment rates, which may become necessary to achieve the targeted level of the DIF. Future FDIC rulemaking in this regard may have a material adverse effect on the Corporation. The stability of other financial institutions could have detrimental effects on our routine funding transactions Routine funding transactions may be adversely affected by the actions and soundness of other financial institutions. Financial service institutions are interrelated as a result of trading, clearing, lending, borrowing or other relationships. Transactions are executed on a daily basis with different industries and counterparties, and routinely executed with counterparties in the financial services industry. As a result, a rumor, default or failures within the financial services industry could lead to market-wide liquidity problems which in turn could materially impact the financial condition of the Corporation. The Corporation may need to raise additional capital in the future and such capital may not be available when needed or at all We are required by federal and state regulatory authorities to maintain adequate levels of capital to support our operations and may need to raise additional capital in the future, whether in the form of debt or equity, to provide us with sufficient capital resources to meet our regulatory and business needs. We cannot assure you that such capital will be available to us on acceptable terms or at all. Our ability to raise additional capital will depend on, among other things, conditions in the capital markets at the time, which are outside of our control, and our financial condition. If the Corporation is unable to generate sufficient additional capital though its earnings, or other sources, including sales of assets, it would be necessary to slow earning asset growth and or pass up possible acquisition opportunities, which may result in a reduction of future net income growth. Further, an inability to raise additional capital on acceptable terms when needed could have a material adverse effect on our business, financial condition and results of operations. If sufficient wholesale funding to support earning-asset growth is unavailable, the Corporation’s net income may decrease The Corporation recognizes the need to grow both wholesale and non-wholesale funding sources to support earning asset growth and to provide appropriate liquidity. The Corporation’s asset growth over the past few years has been funded with various forms of wholesale funding which is defined as wholesale deposits (primarily certificates of deposit) and borrowed funds (FHLB advances, Federal advances and Federal fund line borrowings). Wholesale funding at December 31, 2016 represented approximately 18.0% of total funding compared to 17.9% at December 31, 2015 and 21.5% at December 31, 2014. Wholesale funding is subject to certain practical limits such as the FHLB’s Maximum Borrowing Capacity and the Corporation’s liquidity targets. Additionally, regulators might consider wholesale funding beyond certain points to be imprudent and might suggest that future asset growth be reduced or halted. 16 In the absence of wholesale funding sources, the Corporation might need to reduce earning asset growth through the reduction of current production, sale of assets, and/or the participating out of future and current loans or leases. This in turn might reduce future net income of the Corporation. The amount loaned to us is generally dependent on the value of the collateral pledged and the Corporation’s financial condition. These lenders could reduce the percentages loaned against various collateral categories, eliminate certain types of collateral and otherwise modify or even terminate their loan programs, particularly to the extent they are required to do so because of capital adequacy or other balance sheet concerns, or if disruptions in the capital markets occur. Any change or termination of our borrowings from the FHLB, the Federal Reserve or correspondent banks may have an adverse effect on our liquidity and profitability. The capital and credit markets are volatile and could cause the price of our stock to fluctuate The capital and credit markets periodically experience volatility. In some cases, the markets may produce downward pressure on stock prices and credit availability for certain issuers seemingly without regard to those issuers’ underlying financial strength. Market volatility may result in a material adverse effect on our business, financial condition and results of operations and/or our ability to access capital. Several factors could cause the market price for our common stock to fluctuate substantially in the future, including without limitation: • announcements of developments related to our business, any of our competitors or the financial services industry in general; • fluctuations in our results of operations; • sales of substantial amounts of our securities into the marketplace; • general conditions in our markets or the worldwide economy; • a shortfall in revenues or earnings compared to securities analysts’ expectations; • changes in analysts’ recommendations or projections; • our announcement of new acquisitions or other projects; and • compliance with regulatory changes. Any failure of the Corporation and the Bank to comply with federal and state regulatory requirements could adversely affect our business. The Corporation and the Bank are supervised by the Federal Reserve Bank, the Pennsylvania Department of Banking and Securities and the State of Delaware. Accordingly, the Corporation, the Bank and our subsidiaries are subject to extensive federal and state legislation, regulation and supervision that govern almost all aspects of our business operations, which are primarily designed to protect consumers, depositors and the government's deposit insurance funds, and to accomplish other governmental policy objectives such as combating terrorism. That regulatory framework is not designed to protect shareholders. We are required to comply with a variety of laws and regulations, including the Bank Secrecy Act, the USA PATRIOT Act, the Gramm Leach Bliley Act, the Equal Credit Opportunity Act, real estate-secured consumer lending regulations (such as Truth-in-Lending), Real Estate Settlement Procedures Act regulations, and licensing and registration requirements for mortgage originators. Recent and potential future changes in laws and regulations, escalating regulatory expectations and heightened regulatory attention to mortgage and foreclosure-related activities and exposures and other business practices require that we devote substantial management attention and resources to regulatory compliance. While the Corporation has policies and procedures designed to ensure compliance with regulatory requirements, there is risk that the Corporation and the Bank may be determined not to have complied with applicable requirements. Any failure by the Corporation or the Bank to comply with these requirements, even if such failure was unintentional or inadvertent, could result in adverse action to be taken by regulators, including through formal or informal supervisory enforcement actions, and could result in the assessment of fines and penalties. In some circumstances, additional negative consequences also may result from regulatory action, including restrictions on the Corporation’s business activities, acquisitions and other growth initiatives. The occurrence of one or more of these events may have a material adverse effect on our business and reputation. 17 Previously enacted and potential future legislation, including legislation to reform the U.S. financial regulatory system, could adversely affect our business Market conditions have resulted in the creation of various programs by the United States Congress, the Treasury, the Federal Reserve and the FDIC that were designed to enhance market liquidity and bank capital. As these programs expire, are withdrawn or reduced, the impact on the financial markets, banks in general and their customers is unknown. This could have the effect of, among other things, reducing liquidity, raising interest rates, reducing fee revenue, limiting the ability to raise capital, all of which could have an adverse impact on the financial condition of the Bank and the Corporation. Additionally, the federal government has passed a variety of other reforms related to banking and the financial industry including, without limitation, the Dodd-Frank Act. The Dodd-Frank Act imposes significant regulatory and compliance changes. Effects of the Dodd-Frank Act on our business include: • • • • • • • • changes to regulatory capital requirements; exclusion of hybrid securities, including trust preferred securities, issued on or after May 19, 2010 from tier 1 capital; creation of new government regulatory agencies (such as the Financial Stability Oversight Council, which will oversee systemic risk, and the Consumer Financial Protection Bureau, which will develop and enforce rules for bank and non-bank providers of consumer financial products); potential limitations on federal preemption; changes to deposit insurance assessments; regulation of debit interchange fees we earn; changes in retail banking regulations, including potential limitations on certain fees we may charge; and changes in regulation of consumer mortgage loan origination and risk retention. In addition, the Dodd-Frank Act restricts the ability of banks to engage in certain proprietary trading or to sponsor or invest in private equity or hedge funds, commonly referred to as the Volker Rule. The Dodd-Frank Act also contains provisions designed to limit the ability of insured depository institutions, their holding companies and their affiliates to conduct certain swaps and derivatives activities and to take certain principal positions in financial instruments. Some provisions of the Dodd-Frank Act became effective immediately upon its enactment. Many provisions, however, will require regulations to be promulgated by various federal agencies in order to be implemented, some of which have been proposed by the applicable federal agencies. The provisions of the Dodd-Frank Act may have unintended effects, which will not be clear until implementation. The changes resulting from the Dodd-Frank Act could limit our business activities, require changes to certain of our business practices, impose upon us more stringent capital, liquidity and leverage requirements or otherwise materially and adversely affect us. These changes may also require us to invest significant management attention and resources to evaluate and make any changes necessary to comply with new statutory and regulatory requirements. Failure to comply with the new requirements could also materially and adversely affect us. The Consumer Financial Protection Bureau (“CFPB”) may reshape the consumer financial laws through rulemaking and enforcement of unfair, deceptive or abusive practices, which may directly impact the business operations of depository institutions offering consumer financial products or services including the Bank. The CFPB has broad rulemaking authority to administer and carry out the purposes and objectives of the “Federal consumer financial laws, and to prevent evasions thereof,” with respect to all financial institutions that offer financial products and services to consumers. The CFPB is also authorized to prescribe rules applicable to any covered person or service provider identifying and prohibiting acts or practices that are “unfair, deceptive, or abusive” in connection with any transaction with a consumer for a consumer financial product or service, or the offering of a consumer financial product or service (“UDAP authority”). The potential reach of the CFPB’s broad rulemaking powers and UDAP authority on the operations of financial institutions offering consumer financial products or services including the Bank is currently unknown. 18 Governmental discretionary policies may impact the operations and earnings of the Corporation and its Subsidiaries The operations of the Corporation and its subsidiaries are affected not only by general economic conditions, but also by the policies of various regulatory authorities. In particular, the Federal Reserve Board regulates monetary policy and interest rates in order to influence general economic conditions. These policies have a significant influence on overall growth and distribution of loans, investments and deposits and affect interest rates charged on loans or paid for deposits. Federal Reserve Board monetary policies have had a significant effect on the operating results of all financial institutions in the past and may continue to do so in the future. With the 2016 U.S. presidential election resulting in a new President and a new political party controlling the Executive Branch of the Federal Government, the new administration may bring changes to the U.S. financial services industry that we cannot now predict. Public comments by President Donald J. Trump may suggest his intent to change policies and regulations that implement current federal law, including those implementing the Dodd-Frank Act. At this point we are unable to determine what impact the Trump Administration’s policy changes might have on the Corporation or its subsidiaries. Potential losses incurred in connection with possible repurchases and indemnification payments related to mortgages that we have sold into the secondary market may require us to increase our financial statement reserves in the future. We engage in the origination and sale of residential mortgages into the secondary market. In connection with such sales, we make certain representations and warranties, which, if breached, may require us to repurchase such loans or indemnify the purchasers of such loans for actual losses incurred in respect of such loans. These representations and warranties vary based on the nature of the transaction and the purchaser’s or insurer’s requirements but generally pertain to the ownership of the mortgage loan, the real property securing the loan and compliance with applicable laws and applicable lender and government-sponsored entity underwriting guidelines in connection with the origination of the loan. While we believe our mortgage lending practices and standards to be adequate, we have settled a small number of claims we consider to be immaterial; however we may receive requests in the future, which could be material in volume. If that were to happen, we could incur losses in connection with loan repurchases and indemnification claims, and any such losses might exceed our financial statement reserves, requiring us to increase such reserves. In that event, any losses we might have to recognize and any increases we might have to make to our reserves could have a material adverse effect on our business, financial position, liquidity, results of operations or cash flows. Our ability to realize our deferred tax asset may be reduced, which may adversely impact results of operations Realization of a deferred tax asset requires us to exercise significant judgment and is inherently uncertain because it requires the prediction of future occurrences. The deferred tax asset may be reduced in the future if estimates of future income or our tax planning strategies do not support the amount of the deferred tax asset. If it is determined that a valuation allowance of its deferred tax asset is necessary, the Corporation may incur a charge to earnings. The value of our deferred tax asset is directly related to effective income tax rates in effect at the time of uses. With the recent changes in Congress and the White House, there is a likelihood that corporate income tax rates will be reduced. This would cause a write-down of our deferred tax asset resulting in a charge to earnings. Environmental risk associated with our lending activities could affect our results of operations and financial condition A significant portion of our loan portfolio is secured by real property. In the course of our business, we may own or foreclose and take title to real estate and could become subject to environmental liabilities with respect to these properties. We may become responsible to a governmental agency or third parties for property damage, personal injury, investigation and clean-up costs incurred by those parties in connection with environmental contamination, or may be required to investigate or clean-up hazardous or toxic substances, or chemical releases at a property. The costs associated with environmental investigation or remediation activities could be substantial. If we were to become subject to significant environmental liabilities, it could have a material adverse effect on our results of operations and financial condition. Technological systems failures, interruptions and security breaches could negatively impact our operations and reputation Communications and information systems are essential to the conduct of our business, as we use such systems to manage our customer relationships, our general ledger, our deposits, and our loans. While we have established policies and procedures to prevent or limit the impact of systems failures, interruptions, and security breaches, there can be no assurance that such events will not occur or that they will be adequately addressed if they do. In addition, any compromise of our 19 security systems could deter customers from using our web site and our online banking service, which involve the transmission of confidential information. Although we rely on commonly used security and processing systems to provide the security and authentication necessary to effect the secure transmission of data, these precautions may not protect our systems from compromises or breaches of security. In addition, we outsource certain of our data processing to third-party providers. If our third-party providers encounter difficulties, or if we have difficulty in communicating with them, our ability to adequately process and account for customer transactions could be affected, and our business operations could be adversely impacted. Threats to information security also exist in the processing of customer information through various other vendors and their personnel. The occurrence of any systems failure, interruption, or breach of security could damage our reputation and result in a loss of customers and business, could subject us to additional regulatory scrutiny, or could expose us to civil litigation and possible financial liability. Any of these occurrences could have a material adverse effect on our financial condition and results of operations. Failure to meet customer expectations for technology-driven products and services could reduce demand for bank and wealth services Financial products and services have become increasingly technology-driven. Our ability to meet the needs of our customers competitively, and in a cost-efficient manner, is dependent on our ability to keep pace with technological advances and to invest in new technology as it becomes available. Many of our competitors have greater resources to invest in technology than we do and may be better equipped to market new technology-driven products and services. The ability to keep pace with technological change is important, and the failure to do so on our part could significantly reduce the number of new wealth and bank customers resulting in a material adverse impact on our business and therefore on our financial condition and results of operations. The Corporation is subject to certain operational risks, including, but not limited to, customer or employee fraud and data processing system failures and errors Employee errors and misconduct could subject us to financial losses or regulatory sanctions and seriously harm our reputation. Misconduct by our employees could include hiding unauthorized activities from us, improper or unauthorized activities on behalf of our customers or improper use of confidential information. It is not always possible to prevent employee errors and misconduct, and the precautions we take to prevent and detect this activity may not be effective in all cases. Employee errors could also subject us to financial claims for negligence. We maintain a system of internal controls and insurance coverage to mitigate operational risks, including data processing system failures and errors and customer or employee fraud. The Corporation diligently reviews and updates its internal controls over financial reporting, disclosure controls and procedures, and corporate governance policies and procedures. Should our internal controls fail to prevent or detect an occurrence, or if any resulting loss is not insured or exceeds applicable insurance limits, it could have a material adverse effect on our business, results of operations and financial condition. Attractive acquisition opportunities may not be available to us in the future which could limit the growth of our business We may not be able to sustain a positive rate of growth or be able to expand our business. We expect that other banking and financial service companies, many of which have significantly greater resources than us, will compete with us in acquiring other financial institutions if we pursue such acquisitions. This competition could increase prices for potential acquisitions that we believe are attractive. Also, acquisitions are subject to various regulatory approvals. If we fail to receive the appropriate regulatory approvals for a transaction, we will not be able to consummate such transaction which we believe to be in our best interests. Among other things, our regulators consider our capital, liquidity, profitability, regulatory compliance and levels of goodwill and intangibles when considering acquisition and expansion proposals. Other factors, such as economic conditions and legislative considerations, may also impede or prohibit our ability to expand our market presence. If we are not able to successfully grow our business, our financial condition and results of operations could be adversely affected. 20 The financial services industry is very competitive, especially in the Corporation’s market area, and such competition could affect our operating results The Corporation faces competition in attracting and retaining deposits, making loans, and providing other financial services such as trust and investment management services throughout the Corporation’s market area. The Corporation’s competitors include other community banks, larger banking institutions, trust companies and a wide range of other financial institutions such as credit unions, registered investment advisors, financial planning firms, leasing companies, government- sponsored enterprises, on-line banking enterprises, mutual fund companies, insurance companies and other non-bank businesses. Many of these competitors have substantially greater resources than the Corporation. This is especially evident in regards to advertising and public relations spending. For a more complete discussion of our competitive environment, see “Business—Competition” in Item 1 above. If the Corporation is unable to compete effectively, the Corporation may lose market share and income from deposits, loans, and other products may be reduced. Additionally, increased competition among financial services companies due to consolidation of certain competing financial institutions and the conversion of certain investment banks to bank holding companies may adversely affect our ability to market our products and services. The Corporation’s common stock is subordinate to all of our existing and future indebtedness; regulatory and contractual restrictions may limit or prevent us from paying dividends on our common stock; and we are not limited on the amount of indebtedness we and our subsidiaries may incur in the future Our common stock ranks junior to all indebtedness, including our outstanding subordinated debentures, and other non-equity claims on the Corporation with respect to assets available to satisfy claims on the Corporation, including in a liquidation of the Corporation. Additionally, unlike indebtedness, where principal and interest would customarily be payable on specified due dates, in the case of our common stock, dividends are payable only when, as and if authorized and declared by our Board of Directors and depend on, among other things, our results of operations, financial condition, debt service requirements, other cash needs and any other factors our Board of Directors deems relevant. Under Pennsylvania law we are subject to restrictions on payments of dividends out of lawfully available funds. Also, the Corporation’s right to participate in a distribution of assets upon a subsidiary’s liquidation or reorganization is subject to the prior claims of the subsidiary’s creditors. In addition, we are not limited by our common stock in the amount of debt or other obligations we or our subsidiaries may incur in the future. Accordingly, we and our subsidiaries may incur substantial amounts of additional debt and other obligations that will rank senior to our common stock or to which our common stock will be structurally subordinated. There may be future sales of additional common stock or other dilution of our equity, which may adversely affect the market price of our common stock We are not restricted from issuing additional common stock or other securities. Additionally, our shareholders may in the future approve the authorization of additional classes or series of stock which may have distribution or other rights senior to the rights of our common stock, or may be convertible into or exchangeable for, or may represent the right to receive, common stock or substantially similar securities. The future issuance of shares of our common stock or any other such future equity classes or series could have a dilutive effect on the holders of our common stock. Additionally, the market value of our common stock could decline as a result of sales by us of a large number of shares of common stock or any future class or series of stock in the market or the perception that such sales could occur. Downgrades in U.S. government and federal agency securities could adversely affect the Corporation In addition to causing economic and financial market disruptions, any downgrades in U.S. government and federal agency securities, or failures to raise the U.S. debt limit if necessary in the future, could, among other things, materially adversely affect the market value of the U.S. and other government and governmental agency securities that we hold, the availability of those securities as collateral for borrowing, and our ability to access capital markets on favorable terms, as well as have other material adverse effects on the operation of our business and our financial results and condition. In particular, it could increase interest rates and disrupt payment systems, money markets, and long-term or short-term fixed income markets, adversely affecting the cost and availability of funding, which could negatively affect profitability. Also, the adverse consequences as a result of the downgrade could extend to the borrowers of the loans the bank makes and, as a result, could adversely affect its borrowers’ ability to repay their loans. 21 The Corporation is dependent on key personnel and the loss of one or more of those key personnel may materially and adversely affect the Corporation’s operations and prospects. The Corporation currently depends on the services of a number of key management personnel. The loss of key personnel could materially and adversely affect the results of operations and financial condition. The Corporation’s success also depends in part on the ability to attract and retain additional qualified management personnel. Competition for such personnel is strong and the Corporation may not be successful in attracting or retaining the personnel it requires. Additional risk factors also include the following all of which may reduce revenues and/or increase expenses and/or pull the Corporation’s attention away from core banking operations which may ultimately reduce the Corporation’s net income: • Changes in securities analysts’ estimates of financial performance; • Volatility of stock market prices and volumes; • Rumors or erroneous information; • Changes in market values of similar companies; • New developments in the banking industry; • Variations in quarterly or annual operating results; • New litigation or changes in existing litigation; • Regulatory actions; • Restructuring of government-sponsored enterprises such as Fannie Mae and Freddie Mac; ITEM 1B. UNRESOLVED STAFF COMMENTS None. 22 ITEM 2. PROPERTIES As of December 31, 2016, the Corporation owns or leases 25 full-service branch locations, eight limited-hour retirement community branches, one limited-service branch location, five wealth management offices, one insurance agency and six other office properties which serve as administrative offices. The following table details the Corporation’s properties and deposits as of December 31, 2016: Property Address Full Service Branches (Banking Segment): Owned/Leased Total Deposits as of December 31, 2016 (dollars in thousands) 801 Lancaster Ave., Bryn Mawr, PA 19010* Owned $ 50 W. Lancaster Ave., Ardmore, PA 19003 5000 Pennell Rd., Aston, PA 19014 135 E. City Avenue, Bala Cynwyd, PA 19004 599 Skippack Pk., Blue Bell, PA 19422 3218 Edgemont Ave., Brookhaven, PA 19015 US Rts. 1 and 100, Chadds Ford, PA 19317 23 E. Fifth St., Chester, PA 19013 31 Baltimore Pk., Chester Heights, PA 19017 528 Fayette St., Conshohocken, PA 19428 113 W. Germantown Pk., East Norriton, PA 19401 237 N. Pottstown Pk., Exton, PA 19341 18 W. Eagle Rd., Havertown, PA 19083 106 E. Street Rd., Kennett Square, PA 19348 197 E. DeKalb Pk., King of Prussia, PA 19406 33 W. Ridge Pk., Limerick, PA 19468 22 W. State St., Media, PA 19063 3601 West Chester Pk., Newtown Square, PA 19073 39 W. Lancaster Ave., Paoli, PA 19301 7133 Ridge Ave., Philadelphia, PA 19128 330 Dartmouth Ave., Swarthmore, PA 19081 330 E. Lancaster Ave., Wayne, PA 19087 849 Paoli Pk., West Chester, PA 19380 23 Leased Leased Leased Leased Owned Leased Leased Leased Leased Leased Leased Owned Leased Leased Leased Owned Leased Owned Leased Owned Owned Leased 864,074 120,853 21,834 36,408 103,641 69,294 42,227 19,317 76,328 99,203 58,007 95,723 104,000 33,128 69,299 28,161 69,467 76,455 119,477 51,294 51,975 131,645 55,549 436 Egypt Rd., West Norriton, PA 19428 1000 Rocky Run Parkway, Wilmington, DE 19803 Life Care Community Offices (Banking Segment): 10000 Shannondell Dr., Audubon, PA 19403 404 Cheswick Pl., Bryn Mawr, PA 19010 601 N. Ithan Ave., Bryn Mawr, PA 19010 1400 Waverly Rd, Gladwyne, PA 19035 3300 Darby Rd., Haverford, PA 19041 11 Martins Run, Media, PA 19063 535 Gradyville Rd., Newtown Square, PA 19073 1615 E. Boot Rd., West Chester, PA 19380 Total Deposits: Other Administrative Offices (Banking and Wealth Management Segments) 2, 6 S. Bryn Mawr Ave., Bryn Mawr, PA 19010 10 S. Bryn Mawr Ave., Bryn Mawr, PA 19010*** 4093 W. Lincoln Hwy., Exton, PA 19341** 16 Campus Blvd., Newtown Square, PA 19073** 322 E. Lancaster Ave., Wayne, PA 19087 1 West Chocolate Avenue, Hershey, PA 17033*** 20 Montchanin Rd, Suite 185 Greenville, DE 19807** 620 W. Germantown Pk, Plymouth Mtg, PA 19462** 20 North Waterloo Rd, Devon PA 19380*** Leased Leased Leased Leased Leased Leased Leased Leased Leased Leased Leased Owned Leased Leased Owned Leased Leased Leased Leased 52,224 72,068 25,114 2,819 5,374 4,169 6,804 2,899 9,136 1,709 $ 2,579,675 Not applicable Not applicable Not applicable Not applicable Not applicable Not applicable Not applicable Not applicable Not applicable Powers Craft Parker & Beard Inc., 15 Garrett Ave, Rosemont, PA 19010**** Leased Not applicable Subsidiary Offices (Wealth Management Segment): Lau Associates - 20 Montchanin Rd, Suite 110, Greenville, DE 19087 Leased Not applicable BMTC-DE - 20 Montchanin Rd, Suite 100 Greenville, DE 19807 Leased Not applicable * Corporate headquarters and executive offices ** Lending office *** Wealth Management office **** Insurance Agency 24 ITEM 3. LEGAL PROCEEDINGS Neither the Corporation nor any of its subsidiaries is a party to, nor is any of their property the subject of, any material pending legal proceedings other than ordinary routine litigation incidental to their businesses. ITEM 4. MINE SAFETY DISCLOSURES Not Applicable. PART II ITEM 5. MARKET FOR THE REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES The Corporation’s common stock is traded on the NASDAQ Stock Market under the symbol BMTC. As of March 2, 2017 there were 582 holders of record of the Corporation’s common stock. The following table sets forth the range of high and low sales prices for the common stock for each full quarterly period within the two most recent fiscal years as well as the quarterly dividends paid. 1st Quarter 2nd Quarter 3rd Quarter 4th Quarter 2016 Low High Dividend Declared High 2015 Low Dividend Declared $ $ $ $ 29.06 $ 30.32 $ 32.45 $ 42.15 $ 24.17 $ 24.95 $ 28.34 $ 30.40 $ 0.20 $ 0.20 $ 0.21 $ 0.21 $ 31.42 $ 31.77 $ 31.48 $ 31.32 $ 28.50 $ 28.52 $ 27.95 $ 27.85 $ 0.19 0.19 0.20 0.20 The information regarding dividend restrictions is set forth in Note 25 – “Dividend Restrictions” in the accompanying Notes to Consolidated Financial Statements in this Annual Report on Form 10-K. • Comparison of Cumulative Total Return Chart The following chart compares the yearly percentage change in the cumulative shareholder return on the Corporation’s common stock during the five years ended December 31, 2016, with (1) the Total Return of the NASDAQ Community Bank Index; (2) the Total Return of the NASDAQ Market Index; (3) the Total Return of the SNL Bank and Thrift Index; and (4) the Total Return of the SNL Mid-Atlantic Bank Index. This comparison assumes $100.00 was invested on December 31, 2011, in our common stock and the comparison groups and assumes the reinvestment of all cash dividends prior to any tax effect and retention of all stock dividends. Total Return Performance Bryn Mawr Bank Corporation NASDAQ Community Bank Index NASDAQ Market Index SNL Bank and Thrift SNL Mid-Atlantic Bank 280 260 240 220 200 180 160 140 120 100 e u l a V x e d n I 12/31/11 12/31/12 12/31/13 12/31/14 12/31/15 12/31/16 25 Five Year Cumulative Return Summary As of December 31, 2011 2012 2013 2014 2015 2016 Bryn Mawr Bank Corporation $ 100.00 $ 117.74 $ 163.98 $ 174.46 $ 164.40 $ 248.25 NASDAQ Community Bank Index $ 100.00 $ 117.71 $ 166.78 $ 174.55 $ 191.21 $ 265.34 NASDAQ Market Index $ 100.00 $ 117.45 $ 164.57 $ 188.84 $ 201.98 $ 219.89 SNL Bank and Thrift $ 100.00 $ 134.28 $ 183.86 $ 205.25 $ 209.39 $ 264.35 SNL Mid-Atlantic Bank $ 100.00 $ 133.96 $ 180.57 $ 196.72 $ 204.10 $ 259.43 • Equity Compensation Plan Information The information set forth under the caption “Equity Plan Compensation Information” in the 2017 Proxy Statement is incorporated by reference herein. Additionally, equity compensation plan information is incorporated by reference to Item 12 of this Annual Report on Form 10-K. Additional information regarding the Corporation’s equity compensation plans can be found at Note 19 – “Stock Based Compensation” in the accompanying Notes to Consolidated Financial Statements found in this Annual Report on Form 10-K. • Issuer Purchases of Equity Securities The following tables present the repurchasing activity of the Corporation during the fourth quarter of 2016: Shares Repurchased in the 4th Quarter of 2016 TotalNumber of Shares Purchased AveragePrice Paid per Share Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs 1,147(2)(3) $ — 448(3) 1,595 $ $ 31.54 — 42.06 34.50 — — — — Maximum Number of Shares that May Yet Be Purchased Under the Plan or Programs(1) 189,300 189,300 189,300 189,300 Period: Oct. 1, 2016 – Oct. 31, 2016 Nov. 1, 2016 – Nov. 30, 2016 Dec. 1, 2016 – Dec. 31, 2016 Total (1) On August 6, 2015, the Corporation announced a stock repurchase program (the “2015 Program”) under which the Corporation may repurchase up to 1,200,000 shares of the Corporation’s common stock, at an aggregate purchase price not to exceed $40 million. There is no expiration date on the 2015 Program and the Corporation has no plans for an early termination of the 2015 Program. During the three months ended September 30, 2016, no repurchases occurred under the 2015 Program. As of December 31, 2016, the maximum number of shares remaining authorized for repurchase under the 2015 Program was 189,300. (2) On October 5, 2016, 610 shares were purchased to cover statutory tax withholding requirements on vested stock awards for certain officers of the Corporation. (3) On October 4, 2016 and December 29, 2016, 537 shares and 448 shares, respectively, were purchased by the Corporation’s deferred compensation plans through open market transactions. 26 ITEM 6. SELECTED FINANCIAL DATA Earnings (dollars in thousands) Interest income Interest expense Net interest income Provision for loan and lease losses Net interest income after provision for loan and lease losses Non-interest income Non-interest expense Income before income taxes Income taxes 2016 As of or for the Twelve Months Ended December 31, 2014 2013 2015 $ 116,991 10,755 $ 108,542 8,415 $ 82,906 6,078 $ 78,417 5,427 $ 106,236 4,326 101,910 54,039 101,745 54,204 18,168 100,127 4,396 95,731 55,960 125,765 25,926 9,172 76,828 884 75,944 48,322 81,418 42,848 15,005 72,990 3,575 69,415 48,355 80,740 37,030 12,586 2012 73,323 8,588 64,735 4,003 60,732 46,386 74,901 32,217 11,070 Net Income $ 36,036 $ 16,754 $ 27,843 $ 24,444 $ 21,147 Per Share Data Weighted-average shares outstanding Dilutive potential Common Stock Adjusted weighted-average shares Earnings per common share: Basic Diluted Dividends declared Dividends declared per share to net income per basic common share Shares outstanding at year end Book value per share Tangible book value per share Profitability Ratios Tax-equivalent net interest margin Return on average assets Return on average equity Non-interest expense to net interest income and non-interest income Non-interest income to net interest income and non-interest income Average equity to average total assets Financial Condition Total assets Total liabilities Total shareholders’ equity Interest-earning assets Portfolio loans and leases Investment securities Goodwill Intangible assets Deposits Borrowings Wealth assets under management, administration, supervision and brokerage Capital Ratios Ratio of tangible common equity to tangible assets Tier 1 capital to risk weighted assets Total regulatory capital to risk weighted assets 16,859,623 168,499 17,488,325 267,966 13,566,239 294,801 13,311,215 260,395 13,090,110 151,736 17,028,122 17,756,291 13,861,040 13,571,610 13,241,846 $ $ $ 2.14 2.12 $ $ 0.96 0.94 $ $ 2.05 2.01 $ $ 1.84 1.80 $ $ 0.82 $ 0.78 $ 0.74 $ 0.69 $ 1.62 1.60 0.64 38.3% 81.3% 36.1% 37.5% 39.5% 16,939,715 22.50 15.11 $ $ 17,071,523 21.42 13.89 $ $ 13,769,336 17.83 13.59 $ $ 13,650,354 16.84 13.02 $ $ 13,412,690 15.18 11.08 $ $ 3.76% 1.16% 9.75% 3.75% 0.57% 4.49% 3.93% 1.32% 11.56% 3.98% 1.23% 11.53% 3.85% 1.15% 10.91% 63.5% 80.6% 65.1% 66.5% 67.4% 33.7% 11.90% 35.9% 12.68% 38.6% 11.38% 39.9% 10.63% 41.7% 10.58% $ $ $ $ 3,421,530 3,040,403 381,127 3,153,015 2,535,425 573,763 104,765 20,405 2,579,675 423,425 3,030,997 2,665,286 365,711 2,755,506 2,268,988 352,916 104,765 23,903 2,252,725 378,509 2,246,506 2,001,032 245,474 2,092,164 1,652,257 233,473 35,502 22,998 1,688,028 283,970 $ 2,061,665 1,831,767 229,898 1,905,398 1,547,185 289,245 32,843 19,365 1,591,347 216,535 2,035,885 1,832,321 203,564 1,879,412 1,398,456 318,061 32,897 21,998 1,634,682 170,718 11,328,457 8,364,805 7,699,908 7,268,273 6,663,212 7.76% 10.51% 12.35% 8.17% 10.72% 12.61% 8.55% 12.00% 12.87% 8.84% 11.57% 12.55% Asset quality Allowance as a percentage of portfolio loans and leases Non-performing loans and leases as a % of portfolio loans and leases 0.69% 0.70% 0.88% 1.00% 0.33% 0.45% 0.61% 0.68% 27 7.50% 11.02% 12.02% 1.03% 1.06% Information related to accounting changes may be found under the caption “New Accounting Pronouncements” at Note 1-X in the accompanying Notes to Consolidated Financial Statements found in this Annual Report on Form 10-K. ITEM 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OPERATIONS (“MD&A”) Management’s Discussion and Analysis of Financial Condition and Results of Operations Brief History of the Corporation The Bryn Mawr Trust Company (the “Bank”) received its Pennsylvania banking charter in 1889 and is a member of the Federal Reserve System. In 1986, Bryn Mawr Bank Corporation (the “Corporation”) was formed and on January 2, 1987, the Bank became a wholly-owned subsidiary of the Corporation. The Bank and Corporation are headquartered in Bryn Mawr, Pennsylvania, a western suburb of Philadelphia. The Corporation and its subsidiaries offer a full range of personal and business banking services, consumer and commercial loans, equipment leasing, mortgages, insurance and wealth management services, including investment management, trust and estate administration, retirement planning, custody services, and tax planning and preparation from 25 full-service branches, eight limited-hour retirement community offices, one limited-service branch, five wealth management offices and a full-service insurance agency located throughout Montgomery, Delaware, Chester, Dauphin and Philadelphia counties in Pennsylvania and New Castle county in Delaware. The common stock of the Corporation trades on the NASDAQ Stock Market (“NASDAQ”) under the symbol BMTC. The Corporation operates in a highly competitive market area that includes local, national and regional banks as competitors along with savings banks, credit unions, insurance companies, trust companies, registered investment advisors and mutual fund families. The Corporation and its subsidiaries are regulated by many agencies including the Securities and Exchange Commission (“SEC”), NASDAQ, Federal Deposit Insurance Corporation (“FDIC”), the Federal Reserve and the Pennsylvania Department of Banking and Securities. The goal of the Corporation is to become the preeminent community bank and wealth management organization in the Philadelphia area. Since January 1, 2010, the Corporation and Bank completed the following seven acquisitions: • Robert J. McAllister Agency, Inc. (“RJM”) – April 1, 2015 • Continental Bank Holdings, Inc. (“CBH”) – January 1, 2015 (the “CBH Merger”) • • Powers Craft Parker and Beard, Inc. (“PCPB”) – October 1, 2014 First Bank of Delaware (“FBD”) – November 17, 2012 • Davidson Trust Company (“DTC”) – May 15, 2012 • The Private Wealth Management Group of the Hershey Trust Company (“PWMG”) – May 11, 2011 • First Keystone Financial, Inc. (“FKB”) – July 1, 2010 In addition, on January 30, 2017, the Corporation entered into a definitive Agreement and Plan of Merger to acquire Royal Bancshares of Pennsylvania, Inc. (“RBPI”), parent company of Royal Bank America (“RBA”), in a transaction with an aggregate value of $127.7 million (the “Acquisition”). In connection with the Acquisition, RBPI will merge with and into the Corporation and RBA will merge with and into the Bank. The Acquisition, which is expected to add approximately $602 million in loans and $630 million in deposits (based on unaudited December 31, 2016 financial information), strengthens the Corporation’s position as the largest community bank in Philadelphia’s western suburbs and, based on deposits, ranks it as the eighth largest community bank headquartered in Pennsylvania. The Acquisition, which will expand the Corporation's distribution network by providing entry into the new markets of New Jersey and Berks County, Pennsylvania, and a new physical presence in Philadelphia County, Pennsylvania is expected to close during the third quarter of 2017. For a more complete discussion regarding these acquisitions, see Item 1 – Business at page 1 in this Form 10-K. 28 Results of Operations The following is management’s discussion and analysis of the significant changes in the results of operations, capital resources and liquidity presented in the accompanying consolidated financial statements. The Corporation’s consolidated financial condition and results of operations are comprised primarily of the Bank’s financial condition and results of operations. Current performance does not guarantee, and may not be indicative of, similar performance in the future. For more information on the factors that could affect performance, see “Special Cautionary Notice Regarding Forward Looking Statements” immediately following the index at the beginning of this document. Critical Accounting Policies, Judgments and Estimates The accounting and reporting policies of the Corporation and its subsidiaries conform to U.S. generally accepted accounting principles (“GAAP”). All inter-company transactions are eliminated in consolidation and certain reclassifications are made when necessary in order to conform the previous years' financial statements to the current year’s presentation. In preparing the consolidated financial statements, management is required to make estimates and assumptions that affect the reported amount of assets and liabilities as of the dates of the balance sheets and revenues and expenditures for the periods presented. Therefore, actual results could differ from these estimates. The Allowance for Loan and Lease Losses (the “Allowance”) The Allowance involves a higher degree of judgment and complexity than other significant accounting policies. The Allowance is estimated with the objective of maintaining a reserve level believed by the Corporation to be sufficient to absorb estimated credit losses present in the loan portfolio as of the reporting date. The Corporation’s determination of the adequacy of the allowance is based on frequent evaluations of the loan and lease portfolio and other relevant factors. Consideration is given to a variety of factors in establishing the estimate. Quantitative factors in the form of historical charge-off history by portfolio segment are considered. In connection with these quantitative factors, management establishes what it deems to be an adequate look-back period (“LBP”) for the charge-off history. As of December 31, 2016, the Corporation utilized a five-year LBP, which it believes adequately captures the trends in charge-offs. In addition, management develops an estimate of a loss emergence period (“LEP”) for each segment of the loan portfolio. The LEP estimates the time between the occurrence of a loss event for a borrower and an actual charge-off of a loan. As of December 31, 2016, the Corporation utilized a two-year LEP for its commercial loan segments and a one-year LEP for its consumer loan segments based on analyses of actual charge-offs tracked back in time to the triggering event for the eventual loss. In addition, various qualitative factors are considered, including specific terms and conditions of loans and leases, underwriting standards, delinquency statistics, industry concentration, overall exposure to a single customer, adequacy of collateral, the dependence on collateral, and results of internal loan review, including a borrower’s perceived financial and management strengths, the amounts and timing of the present value of future cash flows, and the access to additional funds. It should be noted that this evaluation is inherently subjective as it requires material estimates, including, among others, expected default probabilities, the amounts and timing of expected cash flows on impaired loans and leases, the value of collateral, estimated losses on consumer loans and residential mortgages and the relevance of historical loss experience. The process also considers economic conditions and inherent risks in the loan and lease portfolio. All of these factors may be susceptible to significant change. To the extent actual outcomes differ from the Corporation’s estimates, additional provision for loan and lease losses (the “Provision”) may be required that would adversely impact earnings in future periods. See the section of this document titled Asset Quality and Analysis of Credit Risk for additional information. Fair Value Measurement of Investment Securities Available-for-Sale and Assessment for Impairment of Certain Investment Securities The Corporation may designate its investment securities as held-to-maturity, available-for-sale or trading. Each of these designations affords different treatment for changes in the fair market values of investment securities in the Corporation’s financial statements that are otherwise identical. Should evidence emerge which indicates that management’s intent or ability to maintain the securities as originally designated is not supported, reclassifications among the three designations may be necessary and, as a result, may require adjustments to the Corporation’s financial statements. As of December 31, 2016, the Corporation’s investment portfolio was primarily comprised of investment securities classified as available for sale. 29 Valuation of Goodwill and Other Intangible Assets Goodwill and other intangible assets have been recorded on the books of the Corporation in connection with its acquisitions. The Corporation completes a goodwill impairment analysis at least on an annual basis, or more often if events and circumstances indicate that there may be impairment. The Corporation also completes an annual impairment test for other intangible assets, or more often, if events and circumstances indicate a possible impairment. During 2016, the Corporation made a voluntary change in the method of applying an accounting principle related to the timing of the annual goodwill impairment assessment from December 31st to October 31st. Management made this decision based on the time- intensive nature of the goodwill impairment assessment. Management does not consider this change in impairment testing date to be a material change in application of an accounting principle. There was no goodwill impairment recorded during the twelve month periods ended December 31, 2016, 2015 or 2014. During the twelve months ended December 31, 2015, impairment of $387 thousand was recorded related to a favorable lease asset that had been recorded in connection with the CBH Merger. Subsequent to the CBH Merger, a decision was made to terminate the lease of the former CBH headquarters, which resulted in the favorable lease asset impairment charge. There was no impairment of identifiable intangible assets during the twelve month periods ended December 31, 2016 or 2015. There can be no assurance that future impairment assessments or tests will not result in a charge to earnings. Other significant accounting policies are presented in Note 1, Summary of Significant Accounting Policies, in the Notes to Consolidated Financial Statements. The Corporation’s accounting policies have not substantively changed any aspect of its overall approach in the application of the foregoing policies. Overview of General Economic, Regulatory and Governmental Environment Real GDP for the fourth quarter of 2016 indicated a quarter-over-quarter increase of 1.9%, below the 2.2% consensus forecast and showed a deceleration from the robust 3.5% pace of the third quarter of 2016. For the full year of 2016, Real GDP grew at a 1.6% pace, down from the 2015 growth rate of 2.6%. One clear area of GDP strength has been that of consumer, where strong spending and confidence data have been largely supported by job growth and an improving wage growth picture. Measures of consumer confidence are reaching levels not seen in more than 10 years. The Conference Board Consumer Confidence Index had jumped to 113.3 in December 2016, a 15-year high, before retreating modestly in January to 111.8. The Federal Open Market Committee met on January 26-27, 2017 leaving short term interest rates unchanged. The Committee’s statement included the following: “The stance of monetary policy remains accommodative, thereby supporting further improvement in labor market conditions and a return to 2 percent inflation.” The focus of attention has now moved from the presidential and congressional elections that took place in November 2016, to implementation expectations for fiscal stimulus measures and regulatory relief. We acknowledge that there are plenty of geopolitical risks present that could alter the economic landscape as we progress through 2017. That said, a combination of lower taxes, less regulation, and increased infrastructure spending could stimulate economic growth and prolong this economic expansion, which is long by historic standards. Executive Overview The following Executive Overview provides a summary-level review of the results of operation for 2016 compared to 2015 and 2015 compared to 2014 as well as a comparison of the December 31, 2016 balance sheet as compared to the December 31, 2015 balance sheet. More detailed information regarding these comparisons can be found in the sections that follow. 2016 Compared to 2015 Income Statement The Corporation reported net income of $36.0 million or $2.12 diluted earnings per share for the twelve months ended December 31, 2016, as compared to $16.8 million, or $0.94 diluted earnings per share, for the same period in 2015. Return on average equity ("ROE") and return on average assets ("ROA") for the twelve months ended December 31, 2016, were 9.75% and 1.16%, respectively, as compared to 4.49% and 0.57%, respectively, for the same period in 2015. The increase in net income for the twelve months ended December 31, 2016, as compared to the same period in 2015, was largely related to the $17.4 million pre-tax loss on the settlement of the corporate pension plan, which was recorded for the twelve 30 months ended December 31, 2015. In addition to the absence of the pension settlement charge, net interest income for the twelve months ended December 31, 2016 increased by $6.1 million and due diligence, merger-related and merger integration expenses decreased by $6.7 million from the same period in 2015. The $6.2 million increase in the Corporation’s tax-equivalent net interest income for the twelve months ended December 31, 2016, as compared to the same period in 2015, was related to a $268.8 million increase in average loans offset by a $117.8 million decrease in interest-earning deposits with other banks. This redeployment of low-yielding cash on deposit with other banks to higher yielding loans resulted in an $8.2 million increase in tax-equivalent interest income. The tax- equivalent yield earned on loans for the twelve months ended December 31, 2016 was 4.57%, while the tax-equivalent yield earned on interest-earning deposits with other banks was only 0.39%. Partially offsetting the increase in average loans, average interest-bearing deposits increased by $86.4 million, accompanied by an 8 basis point increase in rate paid on deposits. Average long-term Federal Home Loan Bank (“FHLB”) advances and other borrowings decreased by $29.0 million between the twelve month periods ended December 31, 2015 and 2016 as the inflow of deposits during 2016 alleviated the need to increase borrowings to support loan growth. For the twelve months ended December 31, 2016, the Provision of $4.3 million was virtually unchanged from the $4.4 million recorded for the same period in 2015. Net loan and lease charge offs for the twelve months ended December 31, 2016 totaled $2.7 million, a decrease of $428 thousand from the same period in 2015. Non-interest income for the twelve months ended December 31, 2016 was $54.0 million, a $1.9 million decrease from the same period in 2015. Decreases of $1.0 million in gain on sale of available for sale investment securities, $319 thousand in dividends on FHLB and Federal Reserve Bank (“FRB”) stocks and $204 thousand in fees for wealth management services were the primary contributors to this decrease. Non-interest expense for the twelve months ended December 31, 2016, was $101.7 million, a decrease of $24.0 million, as compared to the same period in 2015. The primary causes of this decrease were the absences of the $17.4 million loss on settlement of the corporate pension and the $6.7 million in due diligence, merger-related and merger integration costs recorded in 2015. Partially offsetting these improvements were increases of $2.8 million and $679 thousand in salaries and wages and furniture, fixtures and equipment, respectively. Balance Sheet Asset quality as of December 31, 2016 is stable, with nonperforming loans and leases comprising 0.33% of portfolio loans as compared to 0.45% of portfolio loans as of December 31, 2015. The Allowance of $17.5 million was 0.69% of portfolio loans and leases as of December 31, 2016, as compared to $15.9 million, or 0.70% of portfolio loans and leases, at December 31, 2015. The relatively unchanged level of Allowance reflects the continued strength of credit quality in the loan portfolio. Total portfolio loans and leases of $2.54 billion as of December 31, 2016 increased $266.4 million, or 11.7%, from $2.27 billion as of December 31, 2015. The Corporation’s available for sale investment portfolio as of December 31, 2016 had a fair value of $567.0 million, as compared to $349.0 million at December 31, 2015. Largely responsible for the increase was the purchase, in December 2016, of $200 million of short-term treasury bills. Deposits of $2.58 billion, as of December 31, 2016, increased $327.0 million from December 31, 2015. One third of the increase in deposits was in the non-interest-bearing segment of the portfolio. Wealth Assets Wealth assets under management, administration, supervision and brokerage increased to $11.33 billion as of December 31, 2016, an increase of $2.96 billion from $8.36 billion as of December 31, 2015. A significant portion of the increase was in flat- or fixed-fee accounts. 31 2015 Compared to 2014 Income Statement It should be noted that much of the increase in income and expense for the twelve months ended December 31, 2015, as compared to the same period in 2014 was the result of the CBH Merger, which initially increased interest-earning assets by $617.4 million, interest-bearing liabilities by $516.2 million, and added ten new branch locations. The Corporation reported net income of $16.8 million or $0.94 diluted earnings per share for the twelve months ended December 31, 2015, as compared to $27.8 million, or $2.01 diluted earnings per share, for the same period in 2014. ROE and ROA for the twelve months ended December 31, 2015, were 4.49% and 0.57%, respectively, as compared to 11.56% and 1.32%, respectively, for the same period in 2014. The decrease in net income for the twelve months ended December 31, 2015, as compared to the same period in 2014 was a direct result of the $17.4 million pre-tax loss on the settlement of the pension plan. In addition to the loss on the pension plan settlement, there were increases in net interest income, non- interest income and non-interest expense which were all largely related to the CBH Merger. The $23.4 million, or 30.3%, increase in the Corporation’s tax-equivalent net interest income for the twelve months ended December 31, 2015, as compared to the same period in 2014, was attributed to the $424.2 million of portfolio loans acquired in the CBH Merger, in addition to the $192.5 million of organic loan growth experienced during 2015. Average loans increased by $551.4 million for the twelve months ended December 31, 2015, as compared to the same period in 2014. Partially offsetting this increase in average loans, average interest-bearing deposits increased by $453.0 million, related to the $387.8 million of interest-bearing deposits assumed in the CBH Merger. In addition, combined average short- term and long-term borrowings increased by $47.7 million and average subordinated notes, which were originated in August 2015, increased $12.0 million for the twelve months ended December 31, 2015 as compared to the same period in 2014. The tax-equivalent yield on interest-earning assets decreased 17 basis points, while the tax equivalent rate paid on interest-bearing liabilities remained unchanged for the twelve months ended December 31, 2015 as compared to the same period in 2014. For the twelve months ended December 31, 2015, the Provision of $4.4 million was an increase of $3.5 million from the $884 thousand for the same period in 2014. Net loan and lease charge offs for the twelve months ended December 31, 2015 totaled $3.1 million, an increase of $1.3 million from the same period in 2014. Non-interest income for the twelve months ended December 31, 2015 was $56.0 million, a $7.6 million increase from the same period in 2014. Increases of $2.6 million in wealth management revenue, $1.3 million in gain on sale of loans, $1.8 million in other operating income and $767 thousand in dividends on FHLB and FRB stocks contributed to the increase. Non-interest expense for the twelve months ended December 31, 2015, was $125.8 million, an increase of $44.3 million, as compared to the same period in 2014. Largely contributing to the increase was the $17.4 million loss on settlement of the pension plan, a $4.3 million increase in due diligence, merger-related and merger integration costs as well as increases in nearly all other expense lines as a result of the increased staffing and facilities added in the CBH Merger. Components of Net Income Net income is comprised of five major elements: • Net Interest Income, or the difference between the interest income earned on loans, leases and investments and the interest expense paid on deposits and borrowed funds; • Provision For Loan and Lease Losses, or the amount added to the Allowance to provide for estimated inherent losses on portfolio loans and leases; • Non-Interest Income, which is made up primarily of wealth management revenue, gains and losses from the sale of residential mortgage loans, gains and losses from the sale of available for sale investment securities and other fees from loan and deposit services; • Non-Interest Expense, which consists primarily of salaries and employee benefits, occupancy, intangible asset amortization, professional fees and other operating expenses; and Income Taxes, which include state and federal jurisdictions. • 32 Net Interest Income Rate/Volume Analyses (Tax-equivalent Basis)* The rate volume analysis in the table below analyzes dollar changes in the components of interest income and interest expense as they relate to the change in balances (volume) and the change in interest rates (rate) of tax-equivalent net interest income for the years 2016 as compared to 2015, and 2015 as compared to 2014, allocated by rate and volume. The change in interest income / expense due to both volume and rate has been allocated to changes in volume. (dollars in thousands) increase/(decrease) Interest Income: Year Ended December 31, 2016 Compared to 2015 2015 Compared to 2014 Volume Rate Total Volume Rate Total Interest-bearing deposits with banks Investment securities - taxable Investment securities –nontaxable Loans and leases $ Total interest income Interest expense: Savings, NOW and market rate accounts Wholesale deposits Retail time deposits Borrowed funds – short-term Borrowed funds – long-term Subordinated notes Total interest expense Interest differential $ (300) $ 213 (19) 12,636 12,530 59 $ 373 20 (4,418) (3,966) (241) $ 586 1 8,218 8,564 183 $ 1,324 76 27,151 28,734 33 $ 107 71 (3,225) (3,014) 216 1,431 147 23,926 25,720 167 192 48 1 (404) 864 868 11,662 $ — 276 938 44 203 11 1,472 (5,438) $ 167 468 986 45 (201) 875 2,340 6,224 $ 427 198 604 24 391 601 2,245 26,489 $ 216 (53) (78) 7 — — 92 643 145 526 31 391 601 2,337 (3,106) $ 23,383 * The tax rate used in the calculation of the tax-equivalent income is 35%. 33 Analysis of Interest Rates and Interest Differential The table below presents the major asset and liability categories on an average daily basis for the periods presented, along with tax-equivalent interest income and expense and key rates and yields: 2016 Interest Income/ Expense Average Rates Earned/ Paid For the Year Ended December 31, 2015 Interest Income/ Expense Average Rates Earned/ Paid Average Balance 2014 Interest Income/ Expense Average Rates Earned/ Paid Average Balance Average Balance 43,214 $ 168 0.39% $ 161,032 $ 409 0.25% $ 83,163 $ 193 0.23% 329,161 38,173 5,784 742 1.76% 1.94% 315,741 39,200 5,124 741 1.62% 1.89% 233,054 34,689 3,740 594 1.60% 1.71% 367,334 2,060 3,740 6,526 4 2 2,429,416 110,925 2,845,764 117,625 16,317 (17,159) 260,728 $ 3,105,650 354,941 — 3,881 5,865 1.78% — 0.19% 0.05% 80 4.57% 2,160,628 102,707 4.13% 2,680,482 109,061 17,615 (15,099) 259,515 $ 2,942,513 267,743 — 3,591 4,334 1.65% — — 2.06% 33 4.75% 1,609,220 78,781 4.07% 1,963,717 83,341 12,730 (15,836 ) 154,871 $ 2,115,482 1.62% — 0.92% 4.90% 4.24% (dollars in thousands) Assets: $ Interest-bearing deposits with banks Investment securities - available for sale: Taxable Tax –Exempt Total investment securities – available for sale Investment securities – held to maturity Investment securities – trading Loans and leases(1)(2)(3) Total interest-earning assets Cash and due from banks Allowance for loan and lease losses Other assets Total assets Liabilities: Savings, NOW, and market rate accounts $ 1,292,228 $ 163,724 Wholesale deposits 266,772 Time deposits Total interest-bearing deposits 1,722,724 37,041 225,815 29,503 Short-term borrowings FHLB advances and other borrowings Subordinated notes 2,485 1,240 2,108 5,833 93 3,353 1,476 0.19% $ 1,249,567 $ 130,773 0.76% 0.79% 255,961 0.34% 1,636,301 36,010 0.25% 254,828 1.48% 12,013 5.00% Total interest-bearing liabilities Non-interest-bearing deposits Other liabilities Total non-interest-bearing liabilities Total liabilities Shareholders’ equity Total liabilities and 2,015,083 10,755 687,134 33,904 721,038 2,736,121 369,529 shareholders’ equity $ 3,105,650 Net interest spread Effect of non-interest-bearing sources Net interest income/margin on earning 0.53% 1,939,152 594,122 36,151 630,273 2,569,425 373,088 $ 2,942,513 2,318 772 1,122 4,212 48 3,554 601 8,415 0.19% $ 958,129 99,059 0.59% 0.44% 126,097 0.26% 1,183,285 15,960 0.13% 227,137 1.39% — 5.00% 1,675 627 596 2,898 17 3,163 — 0.17% 0.63% 0.47% 0.24% 0.11% 1.39% 0.43% 1,426,382 426,274 22,048 6,078 0.43% 448,322 1,874,704 240,778 $ 2,115,482 3.81% 0.12% 3.93% 0.02% assets $ 77,263 435 $ Tax-equivalent adjustment (tax rate 35%) (1) Non-accrual loans have been included in average loan balances, but interest on non-accrual loans has not been $ 100,646 519 $ $ 106,870 634 $ 3.76% 0.02% 3.75% 0.02% included for purposes of determining interest income. (2) Includes portfolio loans and leases and loans held for sale. (3) Interest on loans and leases includes deferred fees of $522, $424 and $248 for the years ended December 31, 2016, 2015 and 2014, respectively. Tax-Equivalent Net Interest Income and Margin – 2016 Compared to 2015 The tax-equivalent net interest margin increased 1 basis point to 3.76% for the twelve months ended December 31, 2016, as compared to 3.75%, for the same period in 2015. The effect on interest income of the $268.8 million increase in average loans between periods was partially offset by an 18 basis point decrease in tax-equivalent yield earned on loans and leases between periods. On the liability side, the $86.4 million increase in average interest-bearing deposits, accompanied by an 8 basis point increase in rate paid on deposits and the $29.0 million decrease in long-term FHLB advances and other borrowings whose rate paid increased by 9 basis points, combined to offset the margin improvement from the asset growth. 34 3.60% 0.16% 3.64% 0.11% Tax-equivalent net interest income for the twelve months ended December 31, 2016 of $106.9 million, was $6.2 million higher than the tax-equivalent net interest income of $100.6 million for the same period in 2015. The primary driver for the increase in tax-equivalent net interest income was the volume increase in average loans and leases, partially offset by a yield decrease, which added $8.2 million in interest income. The impact of this loan growth was partially offset by a volume increase and an increase in rate paid for interest-bearing deposits, which decreased tax-equivalent net interest income by $1.6 million. Tax-Equivalent Net Interest Income and Margin - 2015 Compared to 2014 The tax-equivalent net interest margin decreased 18 basis points to 3.75% for the twelve months ended December 31, 2015, as compared to 3.93%, for the same period in 2014. Largely contributing to the decline was the 15 basis point decrease in yield on loans and leases for 2015 as compared to 2014. Although the loans acquired in the CBH Merger contributed to the margin through the accretion of their loan marks, the lower-interest-rate environment in 2015 resulted in new loan volume being originated at lower yields than the yields in the portfolio as of December 31, 2014. The decrease in tax-equivalent yield on loans was partially offset by a 3 basis point increase in yield on available for sale investment securities. On the liability side, the 4.75% fixed-to-floating rate subordinated notes issued in August 2015 affected the tax-equivalent yield for 2015. The average balance of subordinated notes for the twelve months ended December 31, 2015 totaled $12.0 million at a rate of 5.00%. Also driving the tax equivalent yield down, to a lesser extent, the rate paid on interest-bearing deposits increased by 2 basis points, while rates paid on borrowings remained unchanged from 2014 to 2015. Tax-equivalent net interest income for the twelve months ended December 31, 2015 of $100.6 million, was $23.4 million, or 30.3%, higher than the tax-equivalent net interest income of $77.3 million for the same period in 2014. The primary driver for the increase in tax-equivalent net interest income was the volume of interest-earning assets and interest-bearing liabilities added in CBH Merger. The CBH Merger added $424.2 million of portfolio loans, while organic loan growth contributed another $192.5 million of portfolio loans. The average balance of loans increased by $551.4 million for the twelve months ended December 31, 2015, as compared to the same period in 2014. Interest-bearing deposits assumed in the CBH Merger totaled $387.8 million. Average interest-bearing deposits for the twelve months ended December 31, 2015 increased by $453.0 million as compared to the same period in 2014. In addition to the assets and liabilities acquired in the CBH Merger, the Corporation issued $30.0 million of 4.75% fixed-to-floating rate subordinated notes in August 2015. Of the $23.4 million increase in tax-equivalent net interest income between 2014 and 2015, volume increases of both interest- earning assets and interest-bearing liabilities accounted for a $26.5 million increase while decreases in yields on interest- earning assets and increases on rates paid on interest-bearing liabilities accounted for a $2.3 million decrease in tax- equivalent net interest income. Tax-Equivalent Net Interest Margin – Quarterly Comparison The tax-equivalent net interest margin and related components for the past five quarters are shown in the table below: Earning-Asset Yield Interest- Bearing Liability Cost Net Interest Spread Effect of Non- Interest- Bearing Sources Tax-Equivalent Net Interest Margin 4.05% 4.09 % 4.18 % 4.22 % 4.11% 0.56% 0.55 % 0.53 % 0.49 % 0.48% 3.49 % 3.54 % 3.65 % 3.73 % 3.63 % 0.16% 0.17 % 0.16 % 0.14 % 0.14% 3.65% 3.71 % 3.81 % 3.87 % 3.77% Quarter 4th 3rd 2nd 1st 4th Year 2016 2016 2016 2016 2015 Interest Rate Sensitivity The Corporation actively manages its interest rate sensitivity position. The objectives of interest rate risk management are to control exposure of net interest income to risks associated with interest rate movements and to achieve sustainable growth in net interest income. The Corporation’s Asset Liability Committee (“ALCO”), using policies and procedures approved by the Corporation’s Board of Directors, is responsible for the management of the Corporation’s interest rate sensitivity position. The Corporation manages interest rate sensitivity by changing the mix, pricing and re-pricing characteristics of its assets and liabilities. This is accomplished through the management of the investment portfolio, the pricings of loans and deposit offerings and through wholesale funding. Wholesale funding is available from multiple sources including borrowings from the FHLB, the Federal Reserve Bank of Philadelphia’s discount window, federal funds 35 from correspondent banks, certificates of deposit from institutional brokers, Certificate of Deposit Account Registry Service (“CDARS”), Insured Network Deposit (“IND”) Program, Charity Deposits Corporation (“CDC”) (formerly known as Institutional Deposit Corporation (“IDC”)), Insured Cash Sweep (“ICS”) and Pennsylvania Local Government Investment Trust (“PLGIT”). The Corporation uses several tools to measure the effect of interest rate risk on its net interest income. These methods include gap analysis, market value of portfolio equity analysis, net interest income simulations under various scenarios and tax-equivalent net interest margin reports. The results of these reports are compared to limits established by the Corporation’s ALCO policies and appropriate adjustments are made if the results are outside the established limits. The following table demonstrates the annualized result of an interest rate simulation and the estimated effect that a parallel interest rate shift, or “shock”, in the yield curve and subjective adjustments in deposit pricing, might have on the Corporation’s projected net interest income over the next 12 months. This simulation assumes that there is no growth in interest-earning assets or interest-bearing liabilities over the next twelve months. The changes to net interest income shown below are in compliance with the Corporation’s policy guidelines. Summary of Interest Rate Simulation Change in Net Interest Income Over the Twelve Months Beginning After December 31, 2016 Amount Percentage Change in Net Interest Income Over the Twelve Months Beginning After December 31, 2015 Amount Percentage +300 basis points +200 basis points +100 basis points -100 basis points $ $ $ $ 10,207 6,653 3,048 (4,397) $ 9.01% $ 5.87% 2.69% $ (3.88)% $ 3,128 1,637 210 (2,490) 3.09% 1.62% 0.21% (2.46)% The above interest rate simulation suggests that the Corporation’s balance sheet is asset sensitive as of December 31, 2016 in the +100 basis point scenario, demonstrating that a 100 basis point increase in interest rates would have a positive impact on net interest income over the next 12 months. The balance sheet is more asset sensitive in a rising-rate environment as of December 31, 2016 than it was as of December 31, 2015. This increase in sensitivity is related to a decrease in cash balances, an increase in floating rate loans, and an increase in fixed rate certificates of deposit. The magnitude of the change in net interest income resulting from a 100 basis point decrease in rates as compared to the magnitude of the increase in net income accompanying a 100 basis point increase in rates is the result of the ability to decrease loan rates to more of a degree than deposits rates in a down 100 basis point rate shift. The interest rate simulation is an estimate based on assumptions, which are derived from past behavior of customers, along with expectations of future behavior relative to interest rate changes. In today’s uncertain economic environment and the current extended period of very low interest rates, the reliability of the Corporation’s assumptions in the interest rate simulation model is more uncertain than in prior periods. Actual customer behavior, as it relates to deposit activity, may be significantly different than expected behavior, which could cause an unexpected outcome and may result in lower net interest income than that derived from the analysis referenced above. Gap Analysis The interest sensitivity, or gap analysis, identifies interest rate risk by showing repricing gaps in the Corporation’s balance sheet. All assets and liabilities are reflected based on behavioral sensitivity, which is usually the earliest of either: repricing, maturity, contractual amortization, prepayments or likely call dates. Non-maturity deposits, such as NOW, savings and money market accounts are spread over various time periods based on the expected sensitivity of these rates considering liquidity and the investment preferences of the Corporation. Non-rate-sensitive assets and liabilities are spread over time periods to reflect the Corporation’s view of the maturity of these funds. Non-maturity deposits (demand deposits in particular) are recognized by the Bank’s regulatory agencies to have different sensitivities to interest rate environments. Consequently, it is an accepted practice to spread non-maturity deposits over defined time periods in order to capture that sensitivity. Commercial demand deposits are often in the form of compensating balances, and fluctuate inversely to the level of interest rates; the maturity of these deposits is reported as 36 having a shorter life than typical retail demand deposits. Additionally, the Bank’s regulatory agencies have suggested distribution limits for non-maturity deposits. However, the Corporation has taken a more conservative approach than these limits would suggest by forecasting these deposit types with a shorter maturity. The following table presents the Corporation’s gap analysis as of December 31, 2016: (dollars in millions) Assets: Interest-bearing deposits with 0 to 90 Days 91 to 365 Days 1 - 5 Years Over 5 Years Non-Rate Sensitive Total banks Investment securities(1) Loans and leases(2) Allowance Cash and due from banks Other assets Total assets $ $ 34.2 $ 236.0 912.7 — — — 1,182.9 $ — $ 61.2 306.1 — — — 367.3 $ — $ 181.3 967.6 — — — 1,148.9 $ — $ 95.2 358.7 — — — 453.9 $ — $ — — (17.5) 16.6 269.4 268.5 $ 34.2 573.7 2,545.1 (17.5 ) 16.6 269.4 3,421.5 Liabilities and shareholders’ equity: Demand, non-interest-bearing $ Savings, NOW and market rate Time deposits Wholesale non-maturity deposits Wholesale time deposits Short-term borrowings FHLB advances and other borrowings Subordinated notes Other liabilities Shareholders’ equity Total liabilities and shareholders’ equity Interest-earning assets Interest-bearing liabilities Difference between interest- earning assets and interest- bearing liabilities Cumulative difference between interest earning assets and interest-bearing liabilities 45.6 $ 95.3 35.4 136.7 $ 286.0 243.6 191.6 $ 678.7 43.8 362.3 $ 313.2 0.1 — $ — — 736.2 1,373.2 322.9 74.3 6.6 204.2 30.0 — — 13.6 — 30.6 — 45.0 — — 40.8 — 35.9 — 114.7 29.5 — 217.8 — — — — — — 108.9 — — — — — 37.3 — 74.3 73.1 204.2 189.7 29.5 37.3 381.1 $ $ 505.0 $ 1,182.9 $ 445.8 782.7 $ 367.3 $ 605.2 1,312.0 $ 1,148.9 $ 902.6 784.5 $ 453.9 $ 313.3 37.3 $ — $ — 3,421.5 3,153.0 2,266.9 $ 737.1 $ (237.9) $ 246.3 $ 140.6 $ — $ 886.1 $ 737.1 $ 499.2 $ 745.4 $ 886.1 $ — $ 886.1 Cumulative earning assets as a % of cumulative interest bearing liabilities 138% (1) Investment securities include available for sale, held to maturity and trading. (2) Loans include portfolio loans and leases and loans held for sale. 265% 147% 139% The table above indicates that the Corporation is asset sensitive and should experience an increase in net interest income in the near term, if interest rates rise. Accordingly, if rates decline, net interest income should decline. Actual results may differ from expected results for many reasons including market reactions, competitor responses, customer behavior and/or regulatory actions. Provision for Loan and Lease Losses General Discussion of the Allowance for Loan and Lease Losses The balance of the allowance for loan and lease losses is determined based on the Corporation’s review and evaluation of the loan and lease portfolio in relation to past loss experience, the size and composition of the portfolio, current economic 37 events and conditions, and other pertinent factors, including the Corporation’s assumptions as to future delinquencies, recoveries and losses. Increases to the Allowance are implemented through a corresponding Provision (expense) in the Corporation’s statement of income. Loans and leases deemed uncollectible are charged against the Allowance. Recoveries of previously charged-off amounts are credited to the Allowance. While the Corporation considers the Allowance to be adequate, based on information currently available, future additions to the Allowance may be necessary due to changes in economic conditions or the Corporation’s assumptions as to future delinquencies, recoveries and losses and the Corporation’s intent with regard to the disposition of loans. In addition, the Pennsylvania Department of Banking and the Federal Reserve Bank of Philadelphia, as an integral part of their examination processes, periodically review the Corporation’s Allowance. The Corporation’s Allowance is comprised of four components that are calculated based on various independent methodologies. All components of the Allowance are based on Management’s estimates. These estimates are summarized earlier in this document under the heading “Critical Accounting Policies, Judgments and Estimates.” The four components of the Allowance are as follows: • Specific Loan Evaluation Component – Loans and leases for which management has reason to believe it is probable that it will not be able to collect all contractually due amounts of principal and interest are evaluated for impairment on an individual basis and a specific allocation of the Allowance is assigned, if necessary. • Historical Charge-Off Component – Homogeneous pools of loans are evaluated to determine average historic charge-off rates. Management applies a rolling, twenty quarter charge-off history as a look-back period to determine these average charge-off rates. Management evaluates the length of this look-back period in order to determine its appropriateness. In addition, management develops an estimate of a loss emergence period for each segment of the loan portfolio. The loss emergence period estimates the time between the occurrence of a loss event for a borrower and an actual charge-off of a loan. • Qualitative Factors Component – Various qualitative factors are considered as they relate to the different homogeneous loan pools in order to adjust the historic charge-off rates so that they reflect current economic conditions that may not be accurately reflected in the historic charge-off rates. These factors include delinquency trends, economic conditions, loan terms, credit grades, concentrations of credit, regulatory environment and other relevant factors. The resulting adjustments are combined with the historic charge-off rates and result in an allocation rate for each homogeneous loan pool. • Unallocated Component – This amount represents the margin of imprecision inherent in the underlying assumptions used in the methodologies for estimating the specific, historical, and qualitative losses in the portfolio discussed above. There are many factors considered, such as the inherent delay in obtaining information regarding a customer’s financial information or changes in their business condition, the judgmental nature of loan and lease evaluations, the delay in interpreting economic trends, and the judgmental nature of collateral assessments. As part of the process of calculating the Allowance for the different segments of the loan and lease portfolio, management considers certain credit quality indicators. For the commercial mortgage, construction and commercial and industrial loan segments, periodic reviews of the individual loans are performed by both in-house employees as well as an external loan review service. The results of these reviews are reflected in the risk grade assigned to each loan. These internally assigned grades are as follows: • Pass – Loans considered satisfactory with no indications of deterioration. • • Special mention - Loans classified as special mention have a potential weakness that deserves management’s close attention. If left uncorrected, these potential weaknesses may result in deterioration of the repayment prospects for the loan or of the institution’s credit position at some future date. Substandard - Loans classified as substandard are inadequately protected by the current net worth and payment capacity of the obligor or of the collateral pledged, if any. Substandard loans have well-defined weaknesses that 38 may jeopardize the liquidation of the collateral and repayment of the debt. They are characterized by the distinct possibility that the institution will sustain some loss if the deficiencies are not corrected. • Doubtful - Loans classified as doubtful have all the weaknesses inherent in those classified as substandard, with the added characteristic that the weaknesses make collection or liquidation in full, on the basis of currently existing facts, conditions, and values, highly questionable and improbable. Loan balances classified as doubtful have been reduced by partial charge-offs and are carried at their net realizable values. Consumer credit exposure, which includes residential mortgages, home equity lines and loans, leases and consumer loans, are assigned a credit risk profile based on payment activity (that is, their delinquency status). Refer to Note 5-F in the Notes to Consolidated Financial Statements for details regarding credit quality indicators associated with the Corporation’s loan and lease portfolio. Portfolio Segmentation – The Corporation’s loan and lease portfolio is divided into specific segments of loans and leases having similar characteristics. These segments are as follows: • Commercial mortgage • Home equity lines and loans • Residential mortgage • Construction • Commercial and industrial • Consumer • Leases Refer to Note 5 in the Notes to Consolidated Financial Statements and the section of this MD&A under the heading “Portfolio Loans and Leases” for details of the Corporation’s loan and lease portfolio, broken down by portfolio segment. Impairment Measurement – In accordance with guidance provided by ASC 310-10, "Receivables", the Corporation employs one of three methods to determine and measure impairment: • • • the Present Value of Future Cash Flow Method; the Fair Value of Collateral Method; the Observable Market Price of a Loan Method. Loans and leases for which there is an indication that all contractual payments may not be collectible are evaluated for impairment on an individual basis. Loans that are evaluated on an individual basis include non-performing loans, troubled debt restructurings and purchased credit-impaired loans. Nonaccrual Loans – In general, loans and leases that are delinquent on contractually due principal or interest payments for more than 89 days are placed on nonaccrual status and any unpaid interest is reversed as a charge to interest income. When the loan resumes payment, all payments (principal and interest) are applied to reduce principal. After a period of six months of satisfactory performance, the loan may be placed back on accrual status. Any interest payments received during the nonaccrual period that had been applied to reduce principal are reversed and recorded as a deferred fee which accretes to interest income over the remaining term of the loan or lease. In certain cases, the Corporation may have information about a particular loan or lease that may indicate a future disruption or curtailment of contractual payments. In these cases, the Corporation will preemptively place the loan or lease on nonaccrual status. Troubled Debt Restructurings (“TDRs”) - The Corporation follows guidance provided by ASC 310-40, “Troubled Debt Restructurings by Creditors.” A restructuring of a debt constitutes a TDR if the creditor, for economic or legal reasons related to the debtor’s financial difficulties grants a concession to the debtor that it would not otherwise consider in the normal course of business. A concession may include an extension of repayment terms which would not normally be granted, a reduction of interest rate or the forgiveness of principal and/or accrued interest. If the debtor is experiencing financial difficulty and the creditor has granted a concession, the Corporation will make the necessary disclosures related to the TDR. In certain cases, a modification may be made in an effort to retain a customer who is not experiencing financial difficulty. This type of modification is not considered to be a TDR. Once a loan or lease has been modified and is considered a TDR, it is reported as an impaired loan or lease. If the loan or lease deemed a TDR has performed for at least six months at the level prescribed by the modification, it is not considered to be non-performing; however, it will generally 39 continue to be reported as impaired. Loans and leases that have performed for at least six months are reported as TDRs in compliance with modified terms. Refer to Note 5-G in the Notes to Consolidated Financial Statements for more information regarding the Corporation's TDRs. Charge-off Policy - The Corporation’s charge-off policy is that, on a periodic basis, not less often than quarterly, delinquent and non-performing loans that exceed the following limits are considered for full or partial charge-off: • Open-ended consumer loans exceeding 180 days past due. • Closed-ended consumer loans exceeding 120 days past due. • All commercial/business purpose loans exceeding 180 days past due. • All leases exceeding 120 days past due. Any other loan or lease, for which the Corporation has reason to believe collectability is unlikely, and for which sufficient collateral does not exist, is also charged off. Refer to Note 5-F in the Notes to Consolidated Financial Statements for more information regarding the Corporation's charge-offs and factors which influenced Management’s judgment with respect thereto. Loans Acquired in Mergers and Acquisitions In accordance with GAAP, the loans acquired from FKB, FBD and CBH were recorded at their fair value with no carryover of the previously associated allowance for loan loss. Certain loans were acquired which exhibited deteriorated credit quality since origination and for which the Corporation does not expect to collect all contractual payments. Accounting for these purchased credit-impaired (“PCI”) loans is done in accordance with ASC 310-30, “Receivables – Loans and Debt Securities Acquired with Deteriorated Credit Quality”. The loans were recorded at fair value, reflecting the present value of the amounts expected to be collected. Income recognition on these loans is based on a reasonable expectation about the timing and amount of cash flows to be collected. Acquired loans deemed impaired and considered collateral dependent, with the timing of the sale of loan collateral indeterminate, remain on non-accrual status and have no accretable yield. On a regular basis, at least quarterly, an assessment is made on PCI loans to determine if there has been any improvement or deterioration of the expected cash flows. If there has been improvement, an adjustment is made to increase the recognition of interest on the PCI loan, as the estimate of expected loss on the loan is reduced. Conversely, if there is deterioration in the expected cash flows of a PCI loan, a Provision is recorded in connection with the loan. Management evaluates PCI loans individually for further impairment as well as for improvements to expected cash flows. Loans acquired in mergers and acquisitions which do not exhibit deteriorated credit quality at the time of acquisition are accounted for under ASC 310-20 and receive a loan mark based on credit and interest-rate. The resulting discount or premium is accreted or amortized, respectively, to interest income over their remaining maturity. These non-impaired acquired loans, along with the balance of the Corporation's loan and lease portfolio are evaluated on either an individual basis or on a collective basis for impairment. For a more information regarding the Corporation's impaired loans and leases, refer to Notes 5-F and 5-H and for more information regarding loan marks, refer to Note 5-I in the Notes to Consolidated Financial Statements. Asset Quality and Analysis of Credit Risk As of December 31, 2016, total non-performing loans and leases were $8.4 million, representing 0.33% of portfolio loans and leases, as compared to $10.2 million, or 0.45% of portfolio loans and leases, as of December 31, 2015. The $1.9 million decrease in non-performing loans and leases was comprised of decreases of $1.2 million, $554 thousand and $509 thousand in commercial and industrial loans, residential mortgages, and commercial mortgages, respectively. These decreases were partially offset by increases of $262 thousand and $128 thousand in non-performing home equity lines and loans and leases, respectively. The Provision for the twelve month periods ended December 31, 2016, 2015 and 2014 was $4.3 million, $4.4 million and $884 thousand, respectively. The Provision recorded during any given period reflects an allocation related to net new loan volume and the replenishment of Allowance consumed by charge-offs of loans and leases for which the Corporation had 40 not specifically reserved. Net loan charge-offs for the twelve months ended December 31, 2016 totaled $2.7 million as compared to $3.1 million for the same period in 2015. Total portfolio loans increased by $266.4 million during the twelve months ended December 31, 2016 as compared to $192.5 million (excluding loans acquired in the CBH Merger) for the same period in 2015. As of December 31, 2016, the Allowance of $17.5 million represents 0.69% of portfolio loans and leases, as compared to the Allowance as of December 31, 2015 of $15.9 million, which represented 0.70% of portfolio loans and leases as of that date. As of December 31, 2016, the Corporation had other real estate owned (“OREO”) valued at $1.0 million, as compared to $2.6 million as of December 31, 2015. The decrease was related to the sale, during 2016, of one residential property, carried at $1.8 million, which resulted in a $76 thousand loss on sale, partially offset by the addition of two residential properties totaling $355 thousand. In addition, $111 thousand in impairment was recorded on the OREO portfolio based on updated property appraisals or agreements of sale. The properties comprising the balance as of December 31, 2016 include seven single-family residential properties. All properties are recorded at their estimated fair values less costs to sell. As of December 31, 2016, the Corporation had $9.0 million of TDRs, of which $6.4 million were in compliance with the modified terms for six months or greater, and hence, excluded from non-performing loans and leases. As of December 31, 2015, the Corporation had $6.8 million of TDRs, of which $4.9 million were in compliance with the modified terms. Impaired loans and leases are those for which it is probable that the Corporation will not be able to collect all scheduled principal and interest payments in accordance with the original terms of the loans and leases. Included in impaired loans and leases are non-accrual loans and leases and TDRs in compliance with modified terms. Purchased credit-impaired loans are not included in impaired loan and lease totals. As of December 31, 2016, the Corporation had $14.4 million of impaired loans and leases, as compared to impaired loans and leases of $14.5 million as of December 31, 2015. Refer to Note 5-H in the Notes to Consolidated Financial Statements for more information regarding the Corporation's impaired loans and leases. The Corporation continues to be diligent in its credit underwriting process and very proactive with its loan review process, including engaging the services of an independent outside loan review firm, which helps identify developing credit issues. These proactive steps include the procurement of additional collateral (preferably outside the current loan structure) whenever possible and frequent contact with the borrower. Management believes that timely identification of credit issues and appropriate actions early in the process serve to mitigate overall losses. 41 Non-Performing Assets, TDRs and Related Ratios as of or for the Twelve Months Ended December 31, (dollars in thousands) Non-accrual loans and leases Loans 90 days or more past due and still accruing Total non-performing loans and leases Other real estate owned Total non-performing assets Troubled debt restructurings included in non- performing assets TDRs in compliance with modified terms Total TDRs 2016 2015 2014 2013 2012 $ 8,363 $ 10,244 $ 10,096 $ 10,530 $ 14,040 — 8,363 1,017 9,380 $ — 10,244 2,638 12,882 $ — 10,096 1,147 11,243 $ — 10,530 855 11,385 $ 728 14,768 906 15,674 2,632 $ 6,395 9,027 $ 1,935 $ 4,880 6,815 $ 4,315 $ 4,157 8,472 $ 1,699 $ 7,277 8,976 $ 3,106 8,008 11,114 $ $ $ Allowance for loan and lease losses to non- performing loans and leases Non-performing loans and leases to total loans and leases Allowance for loan losses to total portfolio loans 209.1% 154.8% 144.5% 147.3% 97.7% 0.33% 0.45% 0.61% 0.68% 1.06% 0.69% 0.27% 0.70% 0.43% 1.03% 0.77% $ 2,535,425 $ 2,268,988 $ 1,652,257 $ 1,547,185 $ 1,398,456 $ 2,506,376 $ 2,153,542 $ 1,608,248 $ 1,453,555 $ 1,307,140 14,425 $ 0.88% 0.50% 1.00% 0.55% 17,486 $ 14,586 $ 15,515 $ 15,857 $ and leases Non-performing assets to total assets Period end portfolio loans and leases Average portfolio loans and leases Allowance for loan and lease losses Interest income that would have been recorded on impaired loans if the loans had been current in accordance with their original terms and had been outstanding throughout the period or since origination $ 1,098 $ 1,100 $ 533 $ 1,074 $ 1,417 Interest income on impaired loans included in net income for the period $ 552 $ 513 $ 341 $ 365 $ 507 As of December 31, 2016, the Corporation is not aware of any loan or lease, other than those disclosed in the table above, for which it has any serious doubt as to the borrower’s ability to pay in accordance with the terms of the loan. 42 Summary of Changes in the Allowance for Loan and Lease Losses (dollars in thousands) Balance, January 1 Charge-offs: Consumer Commercial and industrial Real estate Construction Leases Total charge-offs Recoveries: Consumer Commercial and industrial Real estate Construction Leases Total Recoveries 2016 2015 2014 2013 2012 $ 15,857 $ 14,586 $ 15,515 $ 14,425 $ 12,753 (173) (1,298) (1,008) — (808) (3,287) 23 93 178 64 232 590 (2,697) 4,326 17,486 $ (177) (1,220) (1,615) — (442) (3,454) 29 35 160 4 101 329 (3,125) 4,396 15,857 $ (144) (415) (1,231) — (410) (2,200) 17 98 47 60 165 387 (1,813) 884 14,586 $ (194) (781) (891) (737) (376) (2,979) 10 65 105 24 290 494 (2,485) 3,575 15,515 $ (96) (458) (818) (1,131) (364) (2,867) 7 143 79 15 292 536 (2,331) 4,003 14,425 Net charge-offs Provision for loan and lease losses Balance, December 31 Ratio of net charge-offs to average portfolio $ loans outstanding 0.17% 0.15% 0.11% 0.17% 0.18% Allocation of Allowance for Loan and Lease Losses The following table sets forth an allocation of the allowance for loan and lease losses by portfolio segment. The specific allocations in any particular portfolio segment may be changed in the future to reflect then-current conditions. Accordingly, the Corporation considers the entire allowance to be available to absorb losses in any portfolio segment. 2016 2015 December 31, 2014 2013 2012 % Loans to Total Loans % Loans to Total Loans % Loans to Total Loans % Loans to Total Loans % Loans to Total Loans $ 6,227 43.8% $ 5,199 42.5 % $ 3,948 41.8% $ 3,797 40.4% $ 3,907 39.1% 1,255 8.2 1,917 16.3 2,233 5.6 1,307 9.2 1,740 17.9 1,324 4.0 1,917 11.0 1,736 19.0 1,367 4.0 2,204 12.3 2,446 19.4 845 3.0 1,857 13.9 2,024 20.6 1,019 1.9 4,637 20.9 5,142 22.9 189 1.3 153 1.0 493 2.3 559 2.2 299 — — — $17,486 100.0% $ 15,857 100.0 % $14,586 100.0% $15,515 100.0% $ 14,425 100.0% 5,011 21.2 259 1.1 604 2.6 349 — 4,533 20.3 238 1.1 468 2.8 379 — 5,609 23.1 142 1.0 518 2.3 18 — (dollars in thousands) Allowance at end of period applicable to: Commercial mortgage Home equity lines and loans Residential mortgage Construction Commercial and industrial Consumer Leases Unallocated Total 43 Non-Interest Income 2016 Compared to 2015 Non-interest income for the twelve months ended December 31, 2016 was $54.0 million, a decrease of $1.9 million as compared to the same period in 2015. The decrease was related to a $1.0 million decrease in gain on sale of available for sale investment securities, a $319 thousand decrease in dividends on FHLB and FRB stocks and a $204 thousand decrease in fees for wealth management services. The decrease in gain on sale of available for sale investment securities resulted from the very limited sales during the twelve months ended December 31, 2016, which resulted in a loss on sale of $77 thousand as compared to the sale of $64.0 million of available for sale investment securities sold during the same period in 2015, which resulted in a gain on sale of $931 thousand. The majority of the investments sold in 2015 had been acquired in the CBH Merger and were strategically sold to shorten the duration of the portfolio. The $319 thousand decrease in dividends on FHLB and FRB stocks occurred due to the special dividend paid on FHLB stock in 2015 which was not repeated in 2016. The $204 thousand decrease in fees for wealth management services was related to the shift in the composition of the wealth management portfolio, with more of the portfolio being comprised of assets held in lower- yielding fixed-fee accounts as of December 31, 2016 as compared to December 31, 2015. 2015 Compared to 2014 Non-interest income for the twelve months ended December 31, 2015 was $56.0 million, an increase of $7.6 million as compared to the same period in 2014. The increase related to $2.6 million in insurance commissions, $1.8 million in other operating income, $1.3 million in net gain on sale of loans, $767 thousand in dividends on bank stocks and $450 thousand in gain on sale of available for sale investment securities. The $2.6 million increase in insurance commissions is related to the acquisitions of PCPB in October 2014 and RJM in April 2015. The two acquisitions have contributed a valuable source of noninterest income. The $1.8 million increase in other operating income (detailed in Note 21 of the Notes to Financial Statements) included a $468 thousand increase in bank owned life insurance (“BOLI”) income related to the $12.1 million of BOLI acquired in the CBH Merger and the $5.0 million of BOLI purchased in July 2015. Other components of other operating income related to loan, deposit and merchant fees increased as a result of the increased customer volume from the CBH Merger. The increase in gain on sale of loans resulted from the success of the mortgage banking initiative which began toward the end of 2014. The increase in dividends on bank stocks (FHLB and FRB) was primarily related to a special dividend received from the FHLB in the first quarter of 2015. Non-Interest Expense 2016 Compared to 2015 Non-interest expense for the twelve months ended December 31, 2016 was $101.7 million, a decrease of $24.0 million, as compared to the same period in 2015. The primary driver for the decrease related to the $17.4 million loss on settlement of the corporate pension plan and the $6.7 million of due diligence, merger-related and merger integration expenses which had been recorded in the twelve months ended December 31, 2015 but not repeated in 2016. Decreases in several other noninterest expense categories also occurred as the efficiencies and cost-saves related to the CBH Merger began to be realized. Partially offsetting these decreases was a $2.8 million increase in salaries and wages related to annual salary increases, incentive increases and the hiring of several new senior and executive officers during 2016. 2015 Compared to 2014 Non-interest expense for the twelve months ended December 31, 2015 was $125.8 million, an increase of $44.3 million, as compared to the same period in 2014. The most significant item contributing to the increase in non-interest expense was the $17.4 million loss on settlement of the pension plan which had been frozen in March 2008. The decision to settle the pension plan was made in order to eliminate the earnings volatility associated with a defined benefit program. In addition, due diligence, merger-related and merger integration expenses increased $4.3 million for the twelve months ended December 31, 2015 as compared to the same period in 2014. The majority of the costs were related to the CBH Merger, which closed on January 1, 2015 and integration of CBH into the Corporation which was completed during the fourth quarter of 2015. Also, related to the CBH Merger, a $929 thousand lease termination penalty in connection with the former CBH headquarters along with the impairment of a favorable lease asset related to the same property were incurred. Many of the other increases in non-interest expense categories were related to the staff and facilities acquired in the CBH Merger. These categories include salaries and wages, employee benefits and occupancy and bank premises. 44 Secondary Market Sold-Loan Repurchase Demands In the course of originating residential mortgage loans and selling those loans in the secondary market, the Corporation makes various representations and warranties to the purchasers of the mortgage loans. Each residential mortgage loan originated by the Corporation is evaluated by an automated underwriting application, which verifies the underwriting criteria and certifies the loan’s eligibility for sale to the secondary market. Any exceptions discovered during this process are remedied prior to sale. These representations and warranties also apply to underwriting the real estate appraisal opinion of value for the collateral securing these loans. Under the representations and warranties, failure by the Corporation to comply with the underwriting and appraisal standards could result in the Corporation’s being required to repurchase the mortgage loan or to reimburse the investor for losses incurred (make whole requests) if such failure cannot be cured by the Corporation within the specified period following discovery. As of December 31, 2016, there were no pending or unsettled loan repurchase demands. No repurchase demands were received during the twelve months ended December 31, 2016. Income Taxes Income taxes for the twelve months ended December 31, 2016 were $18.2 million as compared to $9.2 million and $15.0 million for the same periods in 2015 and 2014, respectively. The effective tax rates for the twelve month periods ended December 31, 2016, 2015 and 2014 were 33.5%, 35.4% and 35.0%, respectively. The decrease in effective tax rate for 2016 as compared to 2015 was largely related to the $565 thousand in excess tax benefit on stock-based compensation, which is recognized on the income statement by way of the early adoption of ASU 2016-09. In addition, for the twelve months ended December 31, 2015, there was $300 thousand of non-deductible merger expenses which were not present in 2016. The increase in effective tax rate for 2015 as compared to 2014 was related to increases in state income taxes, partially offset by increases in tax-free income from BOLI, tax-free loans and municipal investments. For more information related to income taxes, refer to Note 18 in the Notes to Consolidated Financial Statements. Balance Sheet Analysis Asset Changes Total assets as of December 31, 2016 increased to $3.42 billion from $3.03 billion as of December 31, 2015. The $390.5 million increase was related to the $266.4 million increase in portfolio loans and the $218.0 million increase in investment securities available for sale. These increases were partially offset by a $92.3 million decrease in cash and cash equivalents. As of both December 31, 2016 and 2015, the majority of the Corporation’s investment securities were classified as available for sale. Investments held in trading accounts as of December 31, 2016 and 2015, which totaled $3.9 million and $4.0 million, respectively, and were comprised of deferred compensation trusts which are invested in marketable securities whose diversification is at the discretion of the deferred compensation plan participants. In addition, as of December 31, 2016, $2.9 million of investment securities were classified as held to maturity. 45 The following table details the maturity and weighted average yield (3) of the available for sale investment portfolio (2) as of December 31, 2016: (dollars in thousands) U.S. Treasury securities: Amortized cost Weighted average yield Obligations of the U.S. government and agencies: Amortized cost Weighted average yield State and political subdivisions(3): Amortized cost Weighted average yield Mortgage-related securities(1): Amortized cost Weighted average yield Other investment securities: Amortized cost Weighted average yield Total amortized cost Weighted average yield Maturing From 2018 Through 2021 Maturing From 2022 Through 2026 Maturing During 2017 Maturing After 2026 Total $ 199,993 $ 0.32% 101 $ 1.03% — $ — $ 200,094 0.32% 5,010 0.79% 18,331 1.55% 41,691 1.97% 18,079 2.69 83,111 1.96% 8,173 1.06% 21,304 1.44% 4,148 1.77% — 33,625 1.39% — 16,535 2.46% 42,509 2.49% 176,441 2.23% 235,485 2.29% 700 1.38% $ 213,876 $ 0.36% 600 2.22% 56,871 $ 1.78% — — 88,348 $ 194,520 $ 2.27% 2.21% 1,300 1.77% 553,615 1.47% (1) Mortgage-related securities are included in the above table based on their contractual maturity. However, mortgage- related securities, by design, have scheduled monthly principal payments which are not reflected in this table. (2) Excluded from the above table is the Corporation’s investment in bond mutual funds with an amortized cost of $15.3 million, which have no stated maturity or constant stated yield. (3) Weighted average yields on tax-exempt obligations have not been computed on a tax-equivalent basis. The following table details the amortized cost of the available for sale investment portfolio as of the dates indicated: (dollars in thousands) Obligations of the U.S. government and agencies Obligations of the U.S. Treasury Obligations of state and political subdivisions Mortgage-backed securities Collateralized mortgage obligations Other investments Total amortized cost $ $ Amortized Cost as of December 31, 2015 2016 2014 83,111 $ 200,094 33,625 185,997 49,488 16,575 568,890 $ 101,342 $ 101 41,892 157,422 29,756 17,263 347,776 $ 66,881 102 28,955 79,498 34,618 17,499 227,553 46 Portfolio Loans and Leases The table below details the loan portfolio as of the dates indicated: (dollars in thousands) Commercial mortgage Home equity lines & loans Residential mortgage Construction Commercial & industrial Consumer Leases Total portfolio loans and leases Loans held for sale Total $ 2016 1,110,898 $ 207,999 413,540 141,964 579,791 25,341 55,892 2015 December 31, 2014 2013 2012 964,259 $ 209,473 406,404 90,421 524,515 22,129 51,787 689,528 $ 182,082 313,442 66,267 335,645 18,480 46,813 625,341 $ 189,571 300,243 46,369 328,459 16,926 40,276 546,358 194,861 288,212 26,908 291,620 17,666 32,831 2,535,425 9,621 2,545,046 $ 2,268,988 8,987 2,277,975 $ 1,652,257 3,882 1,656,139 $ 1,547,185 1,350 1,548,535 $ 1,398,456 3,412 1,401,868 $ The following table summarizes the loan maturity distribution and interest rate sensitivity as of December 31, 2016. Excluded from the table are residential mortgage, home equity lines and loans and consumer loans: (dollars in thousands) Loan portfolio maturity: Commercial and industrial Construction Commercial mortgage Leases Total Interest sensitivity on the above loans: Loans with predetermined rates Loans with adjustable or floating rates Total Maturing During 2017 Maturing From 2018 Through 2021 Maturing After 2021 Total $ $ $ $ 235,267 $ 109,213 52,322 3,822 400,624 $ 173,019 $ 32,751 354,441 51,996 612,207 $ 171,505 $ — 704,135 74 875,714 $ 579,791 141,964 1,110,898 55,892 1,888,545 115,536 $ 285,088 400,624 $ 442,744 $ 169,463 612,207 $ 288,719 $ 586,995 875,714 $ 846,999 1,041,546 1,888,545 The list below identifies certain key characteristics of the Corporation’s loan and lease portfolio. Refer to the loan and lease portfolio tables in Note 5 in the Notes to Consolidated Financial Statements and the section of this MD&A under the heading “Portfolio Loans and Leases” for further details. • Portfolio Loans and Leases – The Corporation’s $2.54 billion loan and lease portfolio is predominantly based in the Corporation’s traditional market areas of Chester, Delaware and Montgomery counties in Pennsylvania, New Castle county in Delaware, and in the greater Philadelphia area, none of which has experienced the real estate price appreciation and subsequent decline that many other areas of the country have experienced over the last ten years. • Concentrations – The Corporation has a significant portion of its portfolio loans (excluding leases) in real estate- related loans. As of December 31, 2016, loans secured by real estate were $1.87 billion or 73.9% of the total loan portfolio of $2.54 billion. A predominant percentage of the Corporation’s real estate exposure, both commercial and residential, is within Pennsylvania. The Corporation is aware of this concentration and mitigates this risk to the extent possible in many ways, including the underwriting and assessment of the borrower’s capacity to repay, equity in the underlying real estate collateral and a review of a borrower’s global cash flows. The Corporation has recourse against a substantial portion of the loans in the real estate portfolio. In addition to loans secured by real estate, commercial and industrial loans comprise 22.9% of the total loan portfolio as of December 31, 2016. 47 • Construction – The construction portfolio of $142.0 million accounts for 5.6% of the total loan and lease portfolio at December 31, 2016, an increase of $51.5 million from December 31, 2015. The construction loan segment of the portfolio, which consists of residential site development loans, commercial construction loans and loans for construction of individual homes, had no delinquent or nonperforming loans as of both December 31, 2016. Nonperforming construction loans comprised 0.04% of the construction segment of the portfolio as of December 31, 2015. • Residential Mortgages – Residential mortgage loans were $413.5 million as of December 31, 2016, an increase of $7.1 million from December 31, 2015. The residential mortgage segment accounts for 16.3% of the total loan and lease portfolio as of December 31, 2016. The residential mortgage segment of the portfolio had a delinquency rate on performing loans, as of December 31, 2016, of 0.32%, as compared to 0.50% as of December 31, 2015. Nonperforming residential mortgage loans comprised 0.64% of the residential mortgage segment of the portfolio as of December 31, 2016, as compared to 0.79% as of December 31, 2015. The Corporation believes it is well protected with its collateral position on this portfolio. • Commercial Mortgages – Commercial mortgages were $1.11 billion as of December 31, 2016, an increase of $146.6 million from December 31, 2015. The Corporation has made a concerted effort, over several operating cycles, to attract strong commercial real estate entrepreneurs in its primary trade area. The commercial mortgage segment accounts for 43.8% of the total loan and lease portfolio as of December 31, 2016. The commercial mortgage segment of the portfolio had a delinquency rate on performing loans, as of December 31, 2016, of 0.12%, as compared to 0.14% as of December 31, 2015. Nonperforming commercial mortgage loans comprised 0.03% of the commercial mortgage segment of the portfolio as of December 31, 2016, as compared to 0.09% as of December 31, 2015. The borrowers comprising this segment of the portfolio generally have strong, global cash flows, which have remained stable in this tough economic environment. • Commercial and Industrial – Commercial and industrial loans were $579.8 million as of December 31, 2016, an increase of $55.3 million from December 31, 2015. The commercial and industrial segment accounts for 22.9% of the total loan and lease portfolio as of December 31, 2016. The commercial and industrial segment of the portfolio had a delinquency rate on performing loans, as of December 31, 2016, of 0.01%, as compared to 0.03% as of December 31, 2015. Nonperforming commercial and industrial loans comprised 0.51% of the commercial and industrial segment of the portfolio as of December 31, 2016, as compared to 0.79% as of December 31, 2015. The commercial and industrial segment of the portfolio consists of loans to privately held institutions, family businesses, non-profit institutions and private banking relationships. While certain of these loans are collateralized by real estate, others are collateralized by non-real estate business assets, including accounts receivable and inventory. • Home Equity Loans and Lines of Credit – Home equity loans and lines of credit were $208.0 million as of December 31, 2016, a decrease of $1.5 million from December 31, 2015. The home equity loans and lines of credit segment accounts for 8.2% of the total loan and lease portfolio as of December 31, 2016. The home equity loans and lines of credit segment of the portfolio had a delinquency rate on performing loans, as of December 31, 2016, of 0.01%, as compared to 0.78% as of December 31, 2015. Nonperforming home equity loans and lines of credit comprised 1.10% of the home equity loans and lines of credit segment of the portfolio as of December 31, 2016, as compared to 0.97% as of December 31, 2015. The Corporation originates the majority of its home equity loans and lines of credit through its branch network. • Consumer loans – Consumer loans were $25.3 million as of December 31, 2016, an increase of $3.2 million from December 31, 2015. The consumer loan segment accounted for 1.0% of the total loan and lease portfolio as of December 31, 2016. The consumer loan segment of the portfolio had a delinquency rate on performing loans, as of December 31, 2016, of 0.06%, as compared to 0.12% as of December 31, 2015. Nonperforming consumer loans comprised 0.01% of the consumer loan segment of the portfolio as of December 31, 2016, as compared to 0.00% as of December 31, 2015. • Leasing – Leases totaled $55.9 million as of December 31, 2016, an increase of $4.1 million from December 31, 2015. The lease segment of the portfolio accounted for 2.2% of the total loan and lease portfolio as of December 31, 2016. The lease segment of the portfolio had a delinquency rate on performing leases, as of December 31, 2016, of 0.47%, as compared to 0.96% as of December 31, 2015. Nonperforming leases comprised 0.24% of the leasing segment of the portfolio as of December 31, 2016, as compared to 0.02% as of December 31, 2015. 48 Goodwill and Other Intangible Assets – Goodwill as of December 31, 2016 was unchanged at $104.8 million from December 31, 2015. Other intangible assets decreased by $3.5 million from December 31, 2015 to December 31, 2016, through amortization. For more information regarding goodwill and other intangible assets, see Notes 2 and 3 in the Notes to Consolidated Financial Statements for additional details. FHLB Stock - The Corporation’s investment in stock issued by the FHLB as of December 31, 2016 increased by $4.4 million, from December 31, 2015. The Corporation must purchase, or the FHLB must redeem, its stock based on the Corporation’s borrowings balance with the FHLB. Mortgage Servicing Rights (“MSRs”) - MSRs increased $440 thousand to $5.6 million as of December 31, 2016 from $5.1 million as of December 31, 2015. This increase was the result of $1.3 million of MSRs recorded during the twelve months ended December 31, 2016, reduced by amortization of $750 thousand and impairment of $131 thousand during the period. The following table details activity related to mortgage servicing rights for the periods indicated: (dollars in thousands) Mortgage originations Mortgage loans sold: Servicing retained Servicing released Total mortgage loans sold Percentage of originated mortgage loans sold Servicing retained % Servicing released % Residential mortgage loans serviced for others Mortgage servicing rights Gain on sale of mortgage loans Loans servicing and other fees Amortization of MSRs Impairment of MSRs Liability Changes For the Twelve Months Ended or as of December 31, 2015 2014 2016 $ $ $ $ $ $ $ $ $ 280,059 $ 231,049 $ 117,257 138,134 $ 22,829 160,963 $ 57.5% 85.8% 14.2% 631,889 $ 5,582 $ 2,765 $ 1,939 $ 750 $ 131 $ 107,351 $ 29,630 136,981 $ 59.3 % 78.4 % 21.6 % 601,939 $ 5,142 $ 2,501 $ 2,087 $ 590 $ 70 $ 54,859 783 55,642 47.5% 98.6% 1.4% 590,660 4,765 1,772 1,755 476 56 Total liabilities as of December 31, 2016 increased $375.1 million, to $3.04 billion from December 31, 2015. The increase was largely related to the $327.0 million increase in deposits between the dates. Deposits - Deposits of $2.58 billion, as of December 31, 2016, increased $327.0 million from December 31, 2015. The 14.5% increase was comprised of increases of $109.5 million and 217.5 million in noninterest-bearing and interest-bearing deposits, respectively. The following table details deposits as of the dates indicated: $ (dollars in thousands) Interest-bearing checking Money market Savings Wholesale – non-maturity Wholesale – time deposits Time deposits Interest-bearing deposits $ Non-interest-bearing deposits $ Total deposits 2016 2015 As of December 31, 2014 2013 2012 379,424 $ 761,657 232,193 74,272 73,037 322,912 1,843,495 $ 736,180 2,579,675 $ 338,861 $ 749,726 187,299 67,717 53,185 229,253 1,626,041 $ 626,684 2,252,725 $ 277,228 $ 566,354 138,992 66,693 73,458 118,400 1,241,125 $ 446,903 1,688,028 $ 266,787 $ 544,310 135,240 42,936 34,640 140,794 1,164,707 $ 426,640 1,591,347 $ 270,279 559,470 129,091 45,162 12,421 218,586 1,235,009 399,673 1,634,682 49 The following table summarizes the maturities of certificates of deposit of $100,000 or greater at December 31, 2016: (dollars in thousands) Three months or less Three to six months Six to twelve months Greater than twelve months Total Retail Wholesale $ $ 20,474 $ 64,843 69,648 28,671 183,636 $ 26,614 30,950 15,219 — 72,783 For more information regarding deposits, including average amount of deposits and average rate paid, refer to the sections of this MD&A under the headings “Balance Sheet Analysis” and “Analysis of Interest Rates and Interest Differential.” Borrowings - Short-term borrowings as of December 31, 2016, which include repurchase agreements, a repurchase agreement with a correspondent bank, overnight FHLB advances and federal funds from correspondent banks increased $110.0 million from December 31, 2015. As of December 31, 2016, long-term FHLB advances decreased $65.1 million from December 31, 2015. See the Liquidity Section of this MD&A under the heading “Liquidity” for further details on the Corporation’s FHLB available borrowing capacity. Subordinated Notes – Subordinated notes, as of December 31, 2016, totaled $29.5 million and were comprised of 10-year 4.75% fixed-to-floating notes which were originated in August 2015. Discussion of Segments The Corporation has two operating segments: Wealth Management and Banking. These segments are discussed below. Detailed segment information appears in Note 29 in the Notes to Consolidated Financial Statements. Wealth Management Segment Activity The Wealth Management segment reported a pre-tax segment profit (“PTSP”) for the twelve months ended December 31, 2016 of $14.4 million, a $1.4 million, or 8.6%, decrease from the same period in 2015. Fees for wealth management services for 2016 decreased by $204 thousand from the amount recorded in 2015, while expenses increased by $1.1 million during the same period. The decrease in fees, year over year, despite the $2.96 billion increase in wealth assets from December 31, 2015 to December 31, 2016, is indicative of the continuing shift, during 2016, in the composition of the wealth portfolio. Much of the increase in wealth assets during 2016 was comprised of accounts with flat-fee arrangements, rather than market-based fees. Revenue from the insurance division, which is reported as part of the Wealth Management segment, was relatively unchanged for the twelve months ended December 31, 2016 as compared to the same period in 2015. The Wealth Management segment reported a PTSP for the twelve months ended December 31, 2015 of $15.7 million, a $289 thousand, or 1.9%, increase from the same period in 2014. Fees for wealth management services for 2015 increased by $120 thousand from the amount recorded in 2014. The relatively small increase in fees, year over year, despite the $664.9 million increase in wealth assets from December 31, 2014 to December 31, 2015, was related a shift, during 2015, in the composition of the wealth portfolio. Much of the increase in wealth assets during 2015 was comprised of accounts with flat-fee arrangements, rather than market-based fees. The insurance division, which is reported as part of the Wealth Management segment, showed a $2.5 million increase in revenue for the twelve months ended December 31, 2015 as compared to the same period in 2014. The increase in insurance revenue was the result of the PCPB and RJM acquisitions in October 2014 and April 2015, respectively. Wealth Assets Under Management, Administration, Supervision and Brokerage (“Wealth Assets”) Wealth Asset accounts are categorized into two groups; the first account group consists predominantly of clients whose fees are determined based on the market value of the assets held in their accounts (“Market Value” fee basis). The second account group consists predominantly of clients whose fees are set at fixed amounts (“Fixed Fee” basis), and, as such, are not affected by market value changes. 50 The following tables detail the composition of Wealth Assets as it relates to the calculation of fees for wealth management services: (dollars in thousands) Fee Basis (dollars in thousands) Fee Basis Market value Fixed Market value Fixed December 31, 2016 Wealth Assets as of: December 31, 2015 December 31, 2014 $ $ 5,302,463 $ 6,025,994 11,328,457 $ 4,971,636 $ 3,393,169 8,364,805 $ 5,256,892 2,443,016 7,699,908 December 31, 2016 Percentage of Wealth Assets as of: December 31, 2015 December 31, 2014 46.8% 53.2% 100.0% 59.4% 40.6% 100.0% 68.3% 31.7% 100.0% The following tables detail the composition of fees for wealth management services for the periods indicated: (dollars in thousands) Fee Basis (dollars in thousands) Fee Basis Market value Fixed Market value Fixed Banking Segment Activity December 31, 2016 For the Twelve Months Ended: December 31, 2015 December 31, 2014 $ $ 28,418 $ 8,272 36,690 $ 29,219 $ 7,675 36,894 $ 29,926 6,848 36,774 Percentage of Fees for Wealth Management Services: December 31, 2015 December 31, 2014 December 31, 2016 77.5% 22.5% 100.0% 79.2% 20.8% 100.0% 81.4% 18.6% 100.0% Banking segment data as presented in Note 29 in the Notes to Consolidated Financial Statements indicates a PTSP of $39.8 million in 2016, $10.2 million in 2015 and $27.4 million in 2014. See the section of this MD&A under the heading “Components of Net Income” for a discussion of the Banking Segment. Capital and Regulatory Capital Ratios Consolidated shareholders’ equity of the Corporation was $381.1 million, or 11.1% of total assets, as of December 31, 2016, as compared to $365.7 million, or 12.1% of total assets, as of December 31, 2015. In March 2015, the Corporation filed a shelf registration statement on Form S-3 (the “Shelf Registration Statement”). The Shelf Registration Statement allows the Corporation to raise additional capital through offers and sales of registered securities consisting of common stock, debt securities, warrants to purchase common stock, stock purchase contracts and units or units consisting of any combination of the foregoing securities. Using the prospectus in the Shelf Registration Statement, together with applicable prospectus supplements, the Corporation may sell, from time to time, in one or more offerings, such securities in a dollar amount up to $200 million, in the aggregate. In addition, the Corporation has in place under its Shelf Registration Statement a Dividend Reinvestment and Stock Purchase Plan (the “Plan”), which allows it to issue up to 1,500,000 shares of registered common stock. The Plan allows for the grant of a request for waiver (“RFW”) above the Plan’s maximum investment of $120 thousand per account per year. An RFW is granted based on a variety of factors, including the Corporation’s current and projected capital needs, prevailing market prices of the Corporation’s common stock and general economic and market conditions. 51 For the twelve months ended December 31, 2016, no shares were issued by the Corporation through the Plan. No RFWs were approved during the twelve months ended December 31, 2016. No other sales of securities were executed under the Shelf Registration Statement during the twelve months ended December 31, 2016. Accumulated other comprehensive loss (“AOCL”), as of December 31, 2016 was $2.4 million, an increase of $2.0 million from December 31, 2015. The primary cause of the increase in AOCL was the increase in unrealized losses on available for sale investment securities, whose fair values were affected by rising interest rates toward the end of 2016. As detailed in Note 26-E in the Notes to Consolidated Financial Statements, the capital ratios, as of December 31, 2016, of the Corporation decreased from their December 31, 2015 levels. The primary cause for this decrease was the $390.5 million increase in total assets between the dates. Conversely, the capital ratios of the Bank have increased from their December 31, 2015 levels largely as a result of a $15 million downstream of capital from the Corporation during the first quarter of 2016. Both the Corporation and the Bank exceeded the required capital levels to be considered “Well Capitalized” by their respective regulators as of the end of each period presented. Liquidity The Corporation has significant sources of liquidity at December 31, 2016. The liquidity position is managed on a daily basis as part of the daily settlement function and on a monthly basis as part of the asset liability management process. The Corporation’s primary liquidity is maintained by managing its deposits along with the utilization of borrowings from the FHLB, purchased federal funds and utilization of other wholesale funding sources. Secondary sources of liquidity include the sale of investment securities and certain loans in the secondary market. Other wholesale funding sources include certificates of deposit from brokers, generally available in blocks of $1.0 million or more. Funds obtained through these programs totaled $73.0 million as of December 31, 2016. As of December 31, 2016, the maximum borrowing capacity with the FHLB was $1.22 billion, with an unused borrowing availability of $886.0 million. Borrowing availability at the Federal Reserve Discount Window was $117.3 million, and overnight Fed Funds lines, consisting of lines from seven banks, totaled $79.0 million. On a monthly basis, the Corporation’s Asset Liability Committee reviews the Corporation’s liquidity needs. This information is reported to the Risk Management Committee of the Board of Directors on a quarterly basis. As of December 31, 2016, the Corporation held $17.3 million of FHLB stock as required by the borrowing agreement between the FHLB and the Corporation. The Corporation has an agreement with CDC to provide up to $5 million, plus interest, of money market deposits at an agreed upon rate currently at 0.40%. The Corporation had $538 thousand in balances as of December 31, 2016 under this program. The Corporation can request an increase in the agreement amount as it deems necessary. In addition, the Corporation has an agreement with IND to provide up to $50 million, plus interest, of money market and NOW funds at an agreed upon interest rate equal to the current Fed Funds rate plus 20 basis points. The Corporation had $47.0 million in balances as of December 31, 2016 under this program. The Corporation’s available for sale investment portfolio of $567.0 million as of December 31, 2016 was 16.6% of total assets. Some of these investments were in short-term, high-quality, liquid investments to earn more than the 25 basis points currently earned on Fed Funds. The Corporation’s policy is to maintain its investment portfolio at a minimum level of 10% of total assets. The portion of the investment portfolio that is not already pledged against borrowings from the FHLB or other funding sources, provides the Corporation with the ability to utilize the securities to borrow additional funds through the FHLB, Federal Reserve or through other repurchase agreements. The Corporation continually evaluates its borrowing capacity and sources of liquidity. The Corporation believes that it has sufficient capacity to fund expected 2017 earning asset growth with wholesale sources, along with deposit growth from its branch system. 52 Off Balance Sheet Risk The Corporation becomes party to financial instruments in the normal course of business to meet the financing needs of its customers. These financial instruments include commitments to extend credit and standby letters of credit and create off- balance sheet risk. Commitments to extend credit are agreements to lend to a customer as long as there is no violation of any condition established in the loan agreement. Standby letters of credit are conditional commitments issued by the Bank to a customer for a third party. Such standby letters of credit are issued to support private borrowing arrangements. The credit risk involved in issuing standby letters of credit is similar to that involved in granting loan facilities to customers. The following chart presents the off-balance sheet commitments of the Corporation as of December 31, 2016, listed by dates of funding or payment: (dollars in millions) Unfunded loan commitments Standby letters of credit Total Total Within 1 Year 2 - 3 Years 4 - 5 Years After 5 Years $ $ 675.4 $ 12.7 688.1 $ 380.0 $ 11.5 391.5 $ 119.2 $ 0.7 119.9 $ 15.5 $ 0.2 15.7 $ 160.7 0.3 161.0 Estimated fair values of the Corporation’s off-balance sheet instruments are based on fees and rates currently charged to enter into similar loan agreements, taking into account the remaining terms of the agreements and the counterparties’ credit standing. Collateral requirements for off-balance sheet items are generally based upon the same standards and policies as booked loans. Since fees and rates charged for off-balance sheet items are at market levels when set, there is no material difference between the stated amount and the estimated fair value of off-balance sheet instruments. Contractual Cash Obligations of the Corporation as of December 31, 2016 (dollars in millions) Deposits without a stated maturity Wholesale and retail certificates of deposit Short-term borrowings FHLB advances and other borrowings Operating leases Purchase obligations Total Total Within 1 Year 2 - 3 Years 4 - 5 Years After 5 Years 395.9 204.2 189.7 31.5 8.1 829.4 $ 335.0 204.2 75.0 4.2 2.3 620.7 $ 46.4 — 102.2 8.1 2.9 159.6 $ 14.5 — 12.5 6.1 2.9 36.0 $ — — — 13.1 — 13.1 $ Other Information Effects of Inflation Inflation has some impact on the Corporation’s operating costs. Unlike many industrial companies, however, substantially all of the Corporation’s assets and liabilities are monetary in nature. As a result, interest rates have a more significant impact on the Corporation’s performance than the general level of inflation. Over short periods of time, interest rates may not necessarily move in the same direction or in the same magnitude as prices of goods and services. Effect of Government Monetary Policies The earnings of the Corporation are and will be affected by domestic economic conditions and the monetary and fiscal policies of the United States government and its agencies. An important function of the Federal Reserve Board is to regulate the money supply and interest rates. Among the instruments used to implement those objectives are open market operations in United States government securities and changes in reserve requirements against member bank deposits. These instruments are used in varying combinations to influence overall growth and distribution of bank loans, investments, and deposits, and their use may also affect rates charged on loans or paid for deposits. 53 The Corporation is a member of the Federal Reserve System and, therefore, the policies and regulations of the Federal Reserve Board have a significant effect on its deposits, loans and investment growth, as well as the rate of interest earned and paid, and are expected to affect the Corporation’s operations in the future. The effect of such policies and regulations upon the future business and earnings of the Corporation cannot be predicted. ITEM 7A. QUANTATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK The information required by this Item 7A is incorporated by reference to information appearing in the MD&A Section of this Annual Report on Form 10-K, more specifically in the sections entitled “Interest Rate Sensitivity,” “Summary of Interest Rate Simulation,” and “Gap Analysis.” ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA The following audited consolidated financial statements and related documents are set forth in this Annual Report on Form 10-K on the following pages: Page Report of Independent Registered Public Accounting Firm ........................................................................................... 55 Consolidated Balance Sheets ......................................................................................................................................... 56 Consolidated Statements of Income ............................................................................................................................... 57 Consolidated Statements of Comprehensive Income ..................................................................................................... 58 Consolidated Statements of Cash Flows ........................................................................................................................ 59 Consolidated Statements of Changes in Shareholders’ Equity ....................................................................................... 60 Notes to Consolidated Financial Statements .................................................................................................................. 61 54 Report of Independent Registered Public Accounting Firm The Board of Directors and Shareholders Bryn Mawr Bank Corporation: We have audited the accompanying consolidated balance sheets of Bryn Mawr Bank Corporation and subsidiaries as of December 31, 2016 and 2015, and the related consolidated statements of income, comprehensive income, changes in shareholders’ equity, and cash flows for each of the years in the three-year period ended December 31, 2016. We also have audited Bryn Mawr Bank Corporation’s internal control over financial reporting as of December 31, 2016, based on criteria established in Internal Control – Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO). Bryn Mawr Bank Corporation’s management is responsible for these consolidated financial statements, for maintaining effective internal control over financial reporting, and for its assessment of the effectiveness of internal control over financial reporting, included in the accompanying Management’s Report on Internal Control Over Financial Reporting. Our responsibility is to express an opinion on these consolidated financial statements and an opinion on the Company’s internal control over financial reporting based on our audits. We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the financial statements are free of material misstatement and whether effective internal control over financial reporting was maintained in all material respects. Our audits of the consolidated financial statements included examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation. Our audit of internal control over financial reporting included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. Our audits also included performing such other procedures as we considered necessary in the circumstances. We believe that our audits provide a reasonable basis for our opinions. A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements. Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate. In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of Bryn Mawr Bank Corporation and subsidiaries as of December 31, 2016 and 2015, and the results of its operations and its cash flows for each of the years in the three-year period ended December 31, 2016, in conformity with U.S. generally accepted accounting principles. Also in our opinion, Bryn Mawr Bank Corporation maintained, in all material respects, effective internal control over financial reporting as of December 31, 2016, based on criteria established in Internal Control – Integrated Framework (2013) issued by COSO. Philadelphia, Pennsylvania March 10, 2017 (signed) KPMG LLP 55 Consolidated Balance Sheets (dollars in thousands) Assets Cash and due from banks Interest bearing deposits with banks Cash and cash equivalents December 31, December 31, 2016 2015 $ 16,559 $ 34,206 50,765 18,452 124,615 143,067 Investment securities available for sale, at fair value (amortized cost of $568,890 and $347,776 as of December 31, 2016 and December 31, 2015 respectively) 566,996 348,966 Investment securities held to maturity, at amortized cost (fair value of $2,818 and $0 as of December 31, 2016 and December 31, 2015, respectively) Investment securities, trading Loans held for sale Portfolio loans and leases, originated Portfolio loans and leases, acquired Total portfolio loans and leases Less: Allowance for originated loan and lease losses Less: Allowance for acquired loan and lease losses Total allowance for loans and lease losses Net portfolio loans and leases Premises and equipment, net Accrued interest receivable Mortgage servicing rights Bank owned life insurance Federal Home Loan Bank stock Goodwill Intangible assets Other investments Other assets Total assets Liabilities Deposits: Non-interest-bearing Interest-bearing Total deposits Short-term borrowings Long-term FHLB advances Subordinated notes Accrued interest payable Other liabilities Total liabilities 2,879 3,888 9,621 2,240,987 294,438 2,535,425 (17,458 ) (28 ) (17,486 ) 2,517,939 41,778 8,533 5,582 39,279 17,305 104,765 20,405 8,627 23,168 3,421,530 $ 736,180 $ 1,843,495 2,579,675 204,151 189,742 29,532 2,734 34,569 3,040,403 - 3,950 8,987 1,883,869 385,119 2,268,988 (15,857) - (15,857) 2,253,131 45,339 7,869 5,142 38,371 12,942 104,765 23,903 9,460 25,105 3,030,997 626,684 1,626,041 2,252,725 94,167 254,863 29,479 1,851 32,201 2,665,286 $ $ Shareholders' equity Common stock, par value $1; authorized 100,000,000 shares; issued 21,110,968 and 20,931,416 shares as of December 31, 2016 and December 31, 2015, respectively, and outstanding of 16,939,715 and 17,071,523 as of December 31, 2016 and December 31, 2015, respectively Paid-in capital in excess of par value Less: Common stock in treasury at cost - 4,171,253 and 3,859,893 shares as of December 31, 2016 and December 31, 2015, respectively Accumulated other comprehensive loss, net of tax Retained earnings Total shareholders' equity Total liabilities and shareholders' equity 21,111 232,806 20,931 228,814 (66,950 ) (2,409 ) 196,569 381,127 3,421,530 $ (58,144) (412) 174,522 365,711 3,030,997 $ The accompanying notes are an integral part of the consolidated financial statements. 56 Consolidated Statements of Income (dollars in thousands, except per share data) Interest income: Interest and fees on loans and leases Interest on cash and cash equivalents Interest on investment securities: Taxable Non-taxable Dividends Total interest income Interest expense: Interest on deposits Interest on short-term borrowings Interest on FHLB advances and other borrowings Interest on subordinated notes Total interest expense Net interest income Provision for loan and lease losses Net interest income after provision for loan and lease losses Non-interest income: Fees for wealth management services Insurance commissions Service charges on deposits Loan servicing and other fees Net gain on sale of loans Net (loss) gain on sale of investment securities available for sale Net (loss) gain on sale of other real estate owned ("OREO") Dividends on FHLB and FRB stock Other operating income Total non-interest income Non-interest expenses: Salaries and wages Employee benefits Loss on pension plan settlement Occupancy and bank premises Branch lease termination expense Furniture, fixtures, and equipment Advertising Amortization of intangible assets Impairment of intangible assets Due diligence, merger-related and merger integration expenses Professional fees Pennsylvania bank shares tax Information technology Other operating expenses Total non-interest expenses Income before income taxes Income tax expense Net income Basic earnings per common share Diluted earnings per common share Dividends declared per share Weighted-average basic shares outstanding Dilutive shares Adjusted weighted-average diluted shares $ $ $ $ Twelve Months Ended December 31, 2015 2016 2014 $ 110,536 $ 168 102,432 $ 409 5,575 497 215 116,991 5,833 93 3,353 1,476 10,755 106,236 4,326 101,910 36,690 3,722 2,791 1,939 3,119 (77) (76) 1,063 4,868 54,039 47,411 9,548 - 9,611 - 7,520 1,381 3,498 - - 3,659 1,749 3,661 13,707 101,745 54,204 18,168 36,036 $ 2.14 $ 2.12 $ 0.82 $ 5,018 497 186 108,542 4,212 48 3,554 601 8,415 100,127 4,396 95,731 36,894 3,745 2,927 2,087 3,022 931 123 1,382 4,849 55,960 44,575 10,205 17,377 10,305 929 6,841 2,102 3,827 387 6,670 3,353 1,253 3,443 14,498 125,765 25,926 9,172 16,754 $ 0.96 $ 0.94 $ 0.78 $ 78,541 193 3,596 399 177 82,906 2,898 17 3,163 - 6,078 76,828 884 75,944 36,774 1,099 2,578 1,755 1,772 471 175 615 3,083 48,322 37,113 7,340 - 7,305 - 4,508 1,504 2,659 - 2,373 3,017 1,256 2,771 11,572 81,418 42,848 15,005 27,843 2.05 2.01 0.74 The accompanying notes are an integral part of the consolidated financial statements. 57 16,859,623 168,499 17,028,122 17,488,325 267,996 17,756,321 13,566,239 294,801 13,861,040 Consolidated Statements of Comprehensive Income (dollars in thousands) Twelve Months Ended December 31, 2015 2016 2014 Net income $ 36,036 $ 16,754 $ 27,843 Other comprehensive income (loss): Net change in unrealized (losses) gains on investment securities available for sale: Net unrealized (losses) gains arising during the period, net of tax (benefit) expense of $(1,053), $(618) and $1,335, respectively Less: reclassification adjustment for net losses (gains) on sales realized in net income, net of tax benefit (expense) of $27, $(326), and $(165), respectively Unrealized investment (losses) gains, net of tax (benefit) expense of $(1,079), $(292) and $1,170, respectively Net change in fair value of derivative used for cash flow hedge: Net unrealized losses arising during the period, net of tax benefit of $0, $(228) and $(413), respectively Less: realized loss on cash flow hedge reclassified to earnings, net of tax benefit of $0, $214, and $0, respectively Change in fair value of hedging instruments, net of tax expense (benefit) of $0, $14 and $(413), respectively Net change in unfunded pension liability: Change in unfunded pension liability related to unrealized loss, prior service cost and transition obligation, net of tax expense (benefit) of $5, $264 and $(4,063), respectively Change in unfunded pension liability related to settlement of pension plan, net of tax expense of $0, $6,082 and $0 Total change in unfunded pension liability, net of tax expense (benefit) of $5, $6,346 and $(4,063), respectively Total other comprehensive income (loss) (1,955) (1,147 ) 1,867 50 (605 ) (306 ) (2,005) (542 ) 2,173 - - - 8 - (422 ) (768 ) 397 - 25 (768 ) 514 (7,544 ) 11,295 - 8 (1,997) 11,809 11,292 (7,544 ) (6,139 ) The accompanying notes are an integral part of the consolidated financial statements. 58 Consolidated Statements of Cash Flows (dollars in thousands) Operating activities: Net Income Adjustments to reconcile net income to net cash provided by operating activities: Provision for loan and lease losses Depreciation of fixed assets Net amortization of investment premiums and discounts Net loss on settlement of pension plan Net loss (gain) on sale of investment securities available for sale Net gain on sale of loans Stock based compensation cost Amortization and net impairment of mortgage servicing rights Net accretion of fair value adjustments Amortization of intangible assets Impairment of intangible assets Impairment of other real estate owned ("OREO") Net loss (gain) on sale of OREO Net increase in cash surrender value of bank owned life insurance ("BOLI") Other, net Loans originated for resale Proceeds from loans sold Provision for deferred income taxes Excess tax benefit from stock-based compensation Change in income taxes payable/receivable Change in accrued interest receivable Change in accrued interest payable Net cash provided by operating activities Investing activities: Purchases of investment securities available for sale Purchases of investment securities held to maturity Proceeds from maturity and paydowns of investment securities available for sale Proceeds from maturity and paydowns of investment securities held to maturity Proceeds from sale of investment securities available for sale Net change in FHLB stock Proceeds from calls of investment securities Proceeds from sales of other investments Net change in other investments Net portfolio loan and lease originations Purchases of premises and equipment Purchases of BOLI Acquisitions, net of cash acquired Proceeds from sale of OREO Net cash used in investing activities Financing activities: Change in deposits Change in short-term borrowings Dividends paid Change in long-term FHLB advances and other borrowings Payment of contingent consideration for business combinations Net proceeds from issuance of subordinated notes Excess tax benefit from stock-based compensation Cash payments to taxing authorities on employees' behalf from shares withheld from stock-based compensation Net (purchase of) proceeds from sale of treasury stock for deferred compensation plans Net purchase of treasury stock through publicly announced plans Proceeds from issuance of common stock Proceeds from exercise of stock options Net cash provided by financing activities Change in cash and cash equivalents Cash and cash equivalents at beginning of period Cash and cash equivalents at end of period Supplemental cash flow information: Cash paid during the year for: Income taxes Interest Non-cash information: Change in other comprehensive loss Change in deferred tax due to change in comprehensive income Transfer of loans to other real estate owned and repossessed assets Issuance of shares and options for acquisitions Acquisition of noncash assets and liabilities: Assets acquired Liabilities assumed $ $ $ $ $ $ $ $ $ The accompanying notes are an integral part of the consolidated financial statements. 59 2016 Twelve Months Ended December 31, 2015 2014 $ 36,036 $ 16,754 $ 4,326 5,630 3,200 - 77 (3,119) 1,713 880 (3,776) 3,498 - 94 76 (908) (899) (161,597) 162,762 1,676 - 4,340 (664) 883 54,228 (350,669) (2,928) 65,176 34 276 (4,363) 60,840 664 264 (266,331) (2,207) - - 1,806 (497,438) 327,169 109,995 (13,961) (65,000) (627) - - (745) (133) (7,971) - 2,181 350,908 (92,302) 143,067 50,765 $ 12,261 $ 9,872 $ (1,997) $ (1,074) $ 546 $ - $ - $ - $ 4,396 4,925 3,280 17,377 (931 ) (3,022 ) 1,441 661 (4,942 ) 3,827 387 90 (123 ) (782 ) 1,049 (141,578 ) 138,964 (2,834 ) (783 ) (529 ) (215 ) 516 37,928 (176,034 ) - 66,209 - 64,851 3,562 104,240 - (4,184 ) (194,066 ) (7,611 ) (5,000 ) 16,129 1,215 (130,689 ) 83,784 (38,128 ) (13,837 ) (24,883 ) (542 ) 29,456 783 - (128 ) (26,418 ) 20 6,452 16,559 (76,202 ) 219,269 143,067 $ 11,703 $ 7,604 $ 11,292 $ 6,068 $ 2,283 $ 123,734 $ 727,908 $ 620,303 $ 27,843 884 3,486 2,299 - (471 ) (1,772 ) 1,256 532 (2,757 ) 2,659 - - (175 ) (315 ) 2,822 (58,173 ) 56,866 2,350 (831 ) 808 168 199 37,678 (45,199 ) - 40,801 - 24,394 131 37,750 342 (789 ) (105,918 ) (5,455 ) - (4,125 ) 1,646 (56,422 ) 96,704 12,933 (10,189 ) 54,623 - - 831 79 (947 ) 72 2,836 156,942 138,198 81,071 219,269 11,831 5,879 (9,446 ) (3,306 ) 1,763 - 10,005 5,880 Consolidated Statements of Changes in Shareholders' Equity (dollars in thousands, except per share information) For the Years Ended December 31, 2014, 2015 and 2016 Shares of Common Stock Issued Common Stock Paid-in Capital Treasury Stock Accumulated Other Comprehensive Loss Retained Earnings Total Shareholders' Equity Balance December 31, 2013 16,596,869 $ 16,597 $ 95,673 $ (30,764) $ (5,565) $ 153,957 $ 229,898 Net income Dividends declared, $0.74 per share Other comprehensive loss, net of tax benefit of $3,307 Stock based compensation Tax benefit from stock-based compensation Retirement of treasury stock Net purchase of treasury stock from stock award and deferred compensation plans.. Issuance costs - S-4 filing Common stock issued: Dividend Reinvestment and Stock Purchase Plan Share-based awards and options exercises - - - - - (3,512) - - - - - - - (3) - - - - - 1,256 831 (32 ) - - - - - 35 45 (147 ) (913) - 2,517 146,261 2 146 70 2,790 - - - - 27,843 (10,208) 27,843 (10,208) (6,139) - - - - - - - - - - - - - - - (6,139) 1,256 831 - (868) (147) - 72 2,936 Balance December 31, 2014 16,742,135 $ 16,742 $ 100,486 $ (31,642) $ (11,704) $ 171,592 $ 245,474 Net income Dividends declared, $0.78 per share Other comprehensive income, net of tax expense of $6,080 Stock based compensation Excess tax benefit from stock-based compensation Retirement of treasury stock Cancellation of forfeited restricted stock awards Net purchase of treasury stock Shares issued in acquisitions Options assumed in acquisitions Common stock issued: - - - - - - - - - (4) (27) - - - - 1,441 783 (40 ) 27 3,878 117,513 2,343 - - - - - - 44 - (26,546) - - - (4,418) (27,375) - 3,878,304 - Dividend Reinvestment and Stock Purchase Plan Share-based awards and options exercises 663 342,107 1 341 19 6,242 - - - - 16,754 (13,824) 11,292 - - - - - - - - - - - - - - - - - - - 16,754 (13,824) 11,292 1,441 783 - - (26,546) 121,391 2,343 20 6,583 Balance December 31, 2015 20,931,416 $ 20,931 $ 228,814 $ (58,144) $ (412) $ 174,522 $ 365,711 Net income Tax provision-to-return adjustment related to excess tax benefit on stock-based compensation Dividends declared, $0.82 per share Other comprehensive income, net of tax benefit of $1,075 Stock based compensation Retirement of treasury stock Net purchase of treasury stock through publicly announced plans Net purchase of treasury stock from stock award and deferred compensation plans Common stock issued: Common stock issued through share-based awards and options exercises Balance December 31, 2016 - - - - - 36,036 36,036 - - - - (4,320) - - - - - - (4) - - 197 - - 1,713 (39 ) - - - - 43 - (7,971) - (878) - - - (13,989) 197 (13,989) (1,997) - - - - - - - - - (1,997) 1,713 - (7,971) (878) 183,872 2,121 21,110,968 $ 21,111 $ 232,806 $ 184 - (66,950) $ - - (2,409) $ 196,569 $ 2,305 381,127 The accompanying notes are an integral part of the consolidated financial statements. 60 Notes to Consolidated Financial Statements Note 1 - Summary of Significant Accounting Policies A. Nature of Business The Bryn Mawr Trust Company (the “Bank”) received its Pennsylvania banking charter in 1889 and is a member of the Federal Reserve System. In 1986, Bryn Mawr Bank Corporation (the “Corporation”) was formed and on January 2, 1987, the Bank became a wholly-owned subsidiary of the Corporation. The Bank and Corporation are headquartered in Bryn Mawr, Pennsylvania, located in the western suburbs of Philadelphia. The Corporation and its subsidiaries provide wealth management, commercial and community banking, residential mortgage lending, insurance and business banking services to its customers through 25 full service branches, eight limited-hour retirement community offices, one limited-service branch, five wealth offices and a full-service insurance agency located throughout Montgomery, Delaware, Chester, Dauphin and Philadelphia counties in Pennsylvania and New Castle county in Delaware. The common stock of the Corporation trades on the NASDAQ Stock Market (“NASDAQ”) under the symbol BMTC. On January 30, 2017, the Corporation entered into a definitive Agreement and Plan of Merger to acquire Royal Bancshares of Pennsylvania, Inc. (“RBPI”), parent company of Royal Bank America (“RBA”), in a transaction with an aggregate value of $127.7 million (the “Acquisition”). In connection with the Acquisition, RBPI will merge with and into the Corporation and RBA will merge with and into the Bank. The Acquisition, which is expected to add approximately $602 million in loans and $630 million in deposits (based on unaudited December 31, 2016 financial information), strengthens the Corporation’s position as the largest community bank in Philadelphia’s western suburbs and, based on deposits, ranks it as the eighth largest community bank headquartered in Pennsylvania. The Acquisition, which will expand the Corporation's distribution network by providing entry into the new markets of New Jersey and Berks County, Pennsylvania, and a new physical presence in Philadelphia County, Pennsylvania is expected to close during the third quarter of 2017. On April 1, 2015, the acquisition of Robert J. McAllister Agency, Inc. (“RJM”), an insurance brokerage headquartered in Rosemont, Pennsylvania, was completed. Consideration paid totaled $1.0 million, of which $500 thousand was paid at closing, $85 thousand of the first annual payment not to exceed $100 thousand was paid during the second quarter of 2016 and four remaining contingent cash payments, not to exceed $100 thousand each, will be payable on each of March 31, 2017, March 31, 2018, March 31, 2019, and March 31, 2020, subject to the attainment of certain revenue targets during the related periods. The acquisition enhanced the Corporation’s ability to offer comprehensive insurance solutions to both individual and business clients. On January 1, 2015, the merger of Continental Bank Holdings, Inc. (“CBH”) with and into the Corporation (the “CBH Merger”), and the merger of Continental Bank with and into the Bank, were completed. Consideration paid totaled $125.1 million, comprised of 3,878,383 shares (which included fractional shares paid in cash) of the Corporation’s common stock, the assumption of options to purchase Corporation common stock valued at $2.3 million and $1.3 million for the cash-out of certain warrants. The CBH Merger initially added $424.7 million of loans, $181.8 million of investments, $481.7 million of deposits and ten new branches. The acquisition of CBH enabled the Corporation to expand its footprint into a significant portion of Montgomery County, Pennsylvania. On October 1, 2014, the acquisition of Powers Craft Parker and Beard, Inc. (“PCPB”), an insurance brokerage headquartered in Rosemont, Pennsylvania, was completed. The consideration paid by the Corporation was $7.0 million, of which $5.4 million was paid at closing and the first two of three contingent payments, of $542 thousand each, were paid during the fourth quarters of 2015 and 2016. The remaining $542 thousand represents one contingent payment, not to exceed $542 thousand. The payment is subject to the attainment of certain revenue targets during the applicable period. The addition enabled the Corporation to offer a full range of insurance products to both individual and business clients. The Corporation operates in a highly competitive market area that includes local, national and regional banks as competitors along with savings banks, credit unions, insurance companies, trust companies, registered investment advisors and mutual fund families. The Corporation and its subsidiaries are regulated by many regulatory agencies including the Securities and Exchange Commission (“SEC”), Federal Deposit Insurance Corporation (“FDIC”), the Federal Reserve and the Pennsylvania Department of Banking. B. Basis of Presentation The accounting policies of the Corporation conform to U.S. generally accepted accounting principles (“GAAP”). 61 The Consolidated Financial Statements include the accounts of the Corporation and its wholly owned subsidiaries. The Corporation’s consolidated financial condition and results of operations consist almost entirely of the Bank’s financial condition and results of operations. All inter-company transactions and balances have been eliminated. In preparing the Consolidated Financial Statements, the Corporation is required to make estimates and assumptions that affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities at the dates of the balance sheets, and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from these estimates. Although our current estimates contemplate current conditions and how we expect them to change in the future, it is reasonably possible that in 2017, actual conditions could be worse than anticipated in those estimates, which could materially affect our results of operations and financial condition. Amounts subject to significant estimates are items such as the allowance for loan and lease losses and lending related commitments, goodwill and intangible assets, pension and post-retirement obligations, the fair value of financial instruments and other-than-temporary impairments. Among other effects, such changes could result in future impairments of investment securities, goodwill and intangible assets and establishment of allowances for loan losses and lending-related commitments as well as increased pension and post- retirement expense. C. Cash and Cash Equivalents Cash and cash equivalents include cash, interest-bearing and non-interest bearing amounts due from banks, and federal funds sold. Cash balances required to meet regulatory reserve requirements of the Federal Reserve Board amounted to $10.4 million and $11.7 million at December 31, 2016 and December 31, 2015, respectively. D. Investment Securities Investment securities which are held for indefinite periods of time, which the Corporation intends to use as part of its asset/liability strategy, or which may be sold in response to changes in credit quality of the issuer, interest rates, changes in prepayment risk, increases in capital requirements, or other similar factors, are classified as available for sale and are carried at fair value. Net unrealized gains and losses for such securities, net of tax, are required to be recognized as a separate component of shareholders’ equity and excluded from determination of net income. Gains or losses on disposition are based on the net proceeds and cost of the securities sold, adjusted for the amortization of premiums and accretion of discounts, using the specific identification method. The Corporation follows ASC 370-10-65-1 “Recognition and Presentation of Other-Than-Temporary Impairments” that provides guidance related to accounting for recognition of other-than-temporary impairment for debt securities and expands disclosure requirements for other-than-temporarily impaired debt and equity securities. Companies are required to record other-than-temporary impairment charges through earnings if they have the intent to sell, or will more likely than not be required to sell, an impaired debt security before a recovery of its amortized cost basis. In addition, companies are required to record other-than-temporary impairment charges through earnings for the amount of credit losses, regardless of the intent or requirement to sell. Credit loss is measured as the difference between the present value of an impaired debt security’s cash flows and its amortized cost basis. Non-credit-related write-downs to fair value must be recorded as decreases to accumulated other comprehensive income as long as the Corporation has no intent or it is more likely than not that the Corporation would not be required to sell an impaired security before a recovery of its amortized cost basis. The Corporation did not have any other-than-temporary impairments for 2016, 2015 or 2014. Investments for which the Corporation has the intent and ability to hold until maturity are classified as held-to-maturity and are carried at their amortized cost on the balance sheet. No adjustment for market value fluctuations are recorded related to the held to maturity portfolio. Investment securities held in trading accounts consist solely of deferred compensation trust accounts which are invested in listed mutual funds whose diversification is at the discretion of the deferred compensation plan participants. Investment securities held in trading accounts are reported at fair value, with adjustments in fair value reported through income. E. Loans Held for Sale Mortgage loans originated and intended for sale in the secondary market are carried at the lower of cost or fair value in the aggregate. Net unrealized temporary losses, if any, are recognized through a valuation allowance by charges to income. 62 F. Portfolio Loans and Leases The Corporation originates construction, commercial and industrial, commercial mortgage, residential mortgage, home equity and consumer loans to customers primarily in southeastern Pennsylvania as well as small-ticket equipment leases to customers nationwide. Although the Corporation has a diversified loan and lease portfolio, its debtors’ ability to honor their contracts is substantially dependent upon the real estate and general economic conditions of the region. Loans and leases that the Corporation has the intention and ability to hold for the foreseeable future or until maturity or pay-off, generally are reported at their outstanding principal balance adjusted for charge-offs, the allowance for loan and lease losses and any deferred fees or costs on originated loans and leases. Interest income is accrued on the unpaid principal balance. Loan and lease origination fees and loan and lease origination costs are deferred and recognized as an adjustment to the related yield using the interest method. The accrual of interest on loans and leases is generally discontinued at the time the loan is 90 days delinquent unless the credit is well secured and in the process of collection. Loans and leases are placed on nonaccrual status or charged-off at an earlier date if collection of principal or interest is considered doubtful. All interest accrued, but not collected for loans that are placed on nonaccrual status or charged-off, is charged against interest income. All interest accrued, but not collected, on leases that are placed on nonaccrual status is not charged against interest income until the lease becomes 120 days delinquent, at which point it is charged off. The interest received on these nonaccrual loans and leases is applied to reduce the carrying value of loans and leases. Loans and leases are returned to accrual status when all the principal and interest amounts contractually due are brought current, remain current for at least six months and future payments are reasonably assured. Once a loan returns to accrual status, any interest payments collected during the nonaccrual period which had been applied to the principal balance are reversed and recognized as interest income over the remaining term of the loan. Certain loans which have reached maturity and have been approved for extension or renewal, but for which all required documents have not been fully executed as of the reporting date, are classified as Administratively Delinquent and are not considered to be delinquent. These loans are reported as current in all disclosures. Loans acquired in mergers are recorded at their fair values. The difference between the recorded fair value and the principal value is accreted to interest income over the contractual lives of the loans in accordance with ASC 310-20. Certain acquired loans which were deemed to be credit impaired at acquisition are accounted for in accordance with ASC 310-30, as discussed below, in subsection H of this footnote. G. Allowance for Loan and Lease Losses The allowance for loan and lease losses (the “Allowance”) is established through a provision for loan and lease losses (the “Provision”) charged as an expense. The principal balances of loans and leases are charged against the Allowance when the Corporation believes that the principal is uncollectible. The Allowance is maintained at a level that the Corporation believes is sufficient to absorb estimated potential credit losses. The Corporation’s determination of the adequacy of the Allowance is based on guidance provided in ASC 450 – Contingencies and ASC 310 - Receivables, and involves the periodic evaluations of the loan and lease portfolio and other relevant factors. However, this evaluation is inherently subjective as it requires significant estimates by the Corporation. Consideration is given to a variety of factors in establishing these estimates. Quantitative factors in the form of historical net charge-off rates by portfolio segment are considered. In connection with these quantitative factors, management establishes what it deems to be an adequate look-back period (“LBP”) for the charge-off history. As of December 31, 2016, the Corporation utilized a five-year LBP, which it believes adequately captures the trends in charge-offs. In addition, management develops an estimate of a loss emergence period (“LEP”) for each segment of the loan portfolio. The LEP estimates the time between the occurrence of a loss event for a borrower and an actual charge-off of a loan. As of December 31, 2016, the Corporation utilized a two-year LEP for its commercial loan segments and a one-year LEP for its consumer loan segments based on analyses of actual charge-offs tracked back in time to the triggering event for the eventual loss. In addition, various qualitative factors are considered, including the specific terms and conditions of loans, changes in underwriting standards, delinquency statistics, industry concentrations and overall exposure of a single customer. In addition, consideration is given to the adequacy of collateral, the dependence on collateral, and the results of internal loan reviews, including a borrower’s financial strengths, their expected cash flows, and their access to additional funds. 63 As part of the process of calculating the Allowance for the different segments of the loan and lease portfolio, the Corporation considers certain credit quality indicators. For the commercial mortgage, construction and commercial and industrial loan segments, periodic reviews of the individual loans are performed by both in-house staff as well as external third-party loan review specialists. The result of these reviews is reflected in the risk grade assigned to each loan. For the consumer segments of the loan portfolio, the indicator of credit quality is reflected by the performance/non-performance status of a loan. The evaluation process also considers the impact of competition, current and expected economic conditions, national and international events, the regulatory and legislative environment and inherent risks in the loan and lease portfolio. All of these factors may be susceptible to significant change. To the extent actual outcomes differ from the Corporation’s estimates, an additional Provision may be required that might adversely affect the Corporation’s results of operations in future periods. In addition, various regulatory agencies, as an integral part of their examination processes, periodically review the adequacy of the Allowance. Such agencies may require the Corporation to record additions to the Allowance based on their judgment of information available to them at the time of their examination. H. Impaired Loans and Leases A loan or lease is considered impaired when, based on current information, it is probable that the Corporation will be unable to collect the contractually scheduled payments of principal or interest. When assessing impairment, the Corporation considers various factors, which include payment status, realizable value of collateral and the probability of collecting scheduled principal and interest payments when due. Loans and leases that experience insignificant payment delays and payment shortfalls generally are not classified as impaired. The Corporation determines the significance of payment delays and payment shortfalls on a case-by-case basis, taking into consideration all of the circumstances surrounding the loan and the borrower, including the length of the delay, the reasons for the delay, the borrower’s prior payment record, and the amount of the shortfall in relation to the principal and interest owed. For loans that indicate possible signs of impairment, which in most cases is based on the performance/non-performance status of the loan, an impairment analysis is conducted based on guidance provided by ASC 310-10. Impairment is measured by (i) the fair value of the collateral, if the loan is collateral-dependent, (ii) the present value of expected future cash flows discounted at the loan’s contractual effective interest rate, or (iii), less frequently, the loan’s obtainable market price. In addition to originating loans, the Corporation occasionally acquires loans through mergers or loan purchase transactions. Some of these acquired loans may exhibit deteriorated credit quality that has occurred since origination and, as such, the Corporation may not expect to collect all contractual payments. Accounting for these purchased credit-impaired (“PCI”) loans is done in accordance with ASC 310-30. The loans are recorded at fair value, reflecting the present value of the amounts expected to be collected. Income recognition on these loans is based on a reasonable expectation about the timing and amount of cash flows to be collected. Acquired loans deemed impaired and considered collateral-dependent, with the timing of the sale of loan collateral indeterminate, remain on nonaccrual status and have no accretable yield. On a regular basis, at least quarterly, an assessment is made on PCI loans to determine if there has been any improvement or deterioration of the expected cash flows. If there has been improvement, an adjustment is made to increase the recognition of interest on the PCI loan, as the estimate of expected loss on the loan is reduced. Conversely, if there is deterioration in the expected cash flows of a PCI loan, a Provision is recorded in connection with the loan. I. Troubled Debt Restructurings (“TDR”s) A TDR occurs when a creditor, for economic or legal reasons related to a borrower’s financial difficulties, modifies the original terms of a loan or lease or grants a concession to the borrower that it would not otherwise have granted. A concession may include an extension of repayment terms, a reduction in the interest rate or the forgiveness of principal and/or accrued interest. If the debtor is experiencing financial difficulty and the creditor has granted a concession, the Corporation will make the necessary disclosures related to the TDR. In certain cases, a modification or concession may be made in an effort to retain a customer who is not experiencing financial difficulty. This type of modification is not considered a TDR. 64 J. Other Real Estate Owned (“OREO”) OREO consists of assets that the Corporation has acquired through foreclosure, by accepting a deed in lieu of foreclosure, or by taking possession of assets that were used as loan collateral. The Corporation reports OREO on the balance sheet as part of other assets, at the lower of cost or fair value less cost to sell, adjusted periodically based on current appraisals. Costs relating to the development or improvement of assets, as well as the costs required to obtain legal title to the property, are capitalized, while costs related to holding the property are charged to expense as incurred. K. Other Investments and Equity Stocks Without a Readily Determinable Fair Value Other investments include Community Reinvestment Act (“CRA”) investments and equity stocks without a readily determinable fair value. The Corporation’s investments in equity stocks include those issued by the Federal Home Loan Bank of Pittsburgh (“FHLB”), the Federal Reserve Bank (“FRB”) and Atlantic Central Bankers Bank. The Corporation is required to hold FHLB stock as a condition of its borrowing funds from the FHLB. As of December 31, 2016, the carrying value of the Corporation’s FHLB stock was $17.3 million. In addition, the Corporation is required to hold FRB stock based on the Corporation’s capital. As of December 31, 2016, the carrying value of the Corporation’s FRB stock was $6.9 million. Ownership of FHLB and FRB stock is restricted and there is no market for these securities. For further information on the FHLB stock, see Note 10 – “Short-Term Borrowings and Long-Term FHLB Advances”. L. Premises and Equipment Premises and equipment are stated at cost, less accumulated depreciation. Depreciation and predetermined rent are recorded using the straight-line method over the estimated useful lives of the assets. Leasehold improvements are amortized over the expected lease term or the estimated useful lives, whichever is shorter. M. Pension and Postretirement Benefit Plan As of December 31, 2016, the Corporation had two non-qualified defined-benefit supplemental executive retirement plans and a postretirement benefit plan as discussed in Note 16 – “Pension and Postretirement Benefit Plans”. Net pension expense related to the defined-benefit consists of service cost, interest cost, return on plan assets, amortization of prior service cost, amortization of transition obligations and amortization of net actuarial gains and losses. Prior to December 31, 2015, the Corporation had a qualified pension plan which was settled on December 31, 2015. As it relates to the costs associated with the post-retirement benefit plan, the costs are recognized as they are incurred. N. Bank Owned Life Insurance (“BOLI”) BOLI is recorded at its cash surrender value. Income from BOLI is tax-exempt and included as a component of non-interest income. O. Derivative Financial Instruments The Corporation recognizes all derivative financial instruments on its balance sheet at fair value. Derivatives that are not hedges must be adjusted to fair value through income. If a derivative has qualified as a hedge, depending on the nature of the hedge, changes in the fair value of the derivative are either offset against the change in fair value of the hedged assets, liabilities, or firm commitments through earnings, or recognized in other comprehensive income until the hedged item is recognized in earnings. The ineffective portion of a derivative’s change in fair value is recognized in earnings immediately. To determine fair value, the Corporation uses valuations obtained from a third party which utilizes a pricing model that incorporates assumptions about market conditions and risks that are current as of the reporting date. Management reviews, annually, the inputs utilized by its independent third-party valuation organization. The Corporation may use interest-rate swap agreements to modify the interest rate characteristics from variable to fixed or fixed to variable in order to reduce the impact of interest rate changes on future net interest income. If present, the Corporation accounts for its interest-rate swap contracts in cash flow hedging relationships by establishing and documenting the effectiveness of the instrument in offsetting the change in cash flows of assets or liabilities that are being hedged. To determine effectiveness, the Corporation performs an analysis to identify if changes in fair value or cash flow of the derivative correlate to the equivalent changes in the forecasted interest receipts or payments related to a specified hedged item. Recorded amounts related to interest-rate swaps are included in other assets or liabilities. The change in fair value of the ineffective part of the instrument would need to be charged to the Statement of Income, potentially causing 65 material fluctuations in reported earnings in the period of the change relative to comparable periods. In a fair value hedge, the fair value of the interest rate swap agreements and changes in the fair value of the hedged items are recorded in the Corporation’s consolidated balance sheets with the corresponding gain or loss being recognized in current earnings. The difference between changes in the fair values of interest rate swap agreements and the hedged items represents hedge ineffectiveness and is recorded in net interest income in the Statement of Income. The Corporation performs an assessment, both at the inception of the hedge and quarterly thereafter, to determine whether these derivatives are highly effective in offsetting changes in the value of the hedged items. In December 2012, the Corporation entered into a $15 million forward- starting interest rate swap in order to hedge the cash flows of a $15 million floating-rate FHLB borrowing. On November 30, 2015, the start date of the swap, the Corporation elected to terminate the swap. P. Accounting for Stock-Based Compensation Stock-based compensation cost is measured at the grant date, based on the fair value of the award and is recognized as an expense over the vesting period. All share-based payments, including grants of stock options, restricted stock awards and performance-based stock awards, are recognized as compensation expense in the statement of income at their fair value. The fair value of stock option grants is determined using the Black-Scholes pricing model which considers the expected life of the options, the volatility of stock price, risk-free interest rate and annual dividend yield. The fair value of the restricted stock awards and performance-based awards whose performance is measured based on an internally produced metric is based on their closing price on the grant date, while the fair value of the performance-based stock awards which use an external measure, such as total stockholder return, is based on their grant-date fair value adjusted for the likelihood of attaining certain pre-determined performance goals and is calculated by utilizing a Monte Carlo Simulation model. Q. Earnings per Common Share Basic earnings per common share excludes dilution and is computed by dividing income available to common shareholders by the weighted-average common shares outstanding during the period. Diluted earnings per common share takes into account the potential dilution that would occur if in-the-money stock options were exercised and converted into common shares and restricted stock awards and performance-based stock awards were vested. Proceeds assumed to have been received on options exercises are assumed to be used to purchase shares of the Corporation’s common stock at the average market price during the period, as required by the treasury stock method of accounting. The effects of stock options are excluded from the computation of diluted earnings per share in periods in which the effect would be antidilutive. R. Income Taxes Income taxes are accounted for under the asset and liability method. Deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the carrying amounts of existing assets and liabilities and their respective tax bases and operating loss and tax credit carry-forwards. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date. The Corporation recognizes the benefit of a tax position only after determining that the Corporation would more-likely- than-not sustain the position following an examination. For tax positions meeting the more-likely-than-not threshold, the amount recognized in the financial statements is the largest benefit that has a greater than 50 percent likelihood of being realized upon settlement with the relevant tax authority. The Corporation applies these criteria to tax positions for which the statute of limitations remains open. S. Revenue Recognition With the exception of nonaccrual loans and leases, the Corporation recognizes all sources of income on the accrual method. Additional information relating to wealth management fee revenue recognition follows: The Corporation earns wealth management fee revenue from a variety of sources including fees from trust administration and other related fiduciary services, custody, investment management and advisory services, employee benefit account and IRA administration, estate settlement, tax service fees, shareholder service fees and brokerage. These fees are generally 66 based on asset values and fluctuate with the market. Some revenue is not directly tied to asset value but is based on a flat fee for services provided. For many of our revenue sources, amounts are not received in the same accounting period in which they are earned. However, each source of wealth management fees is recorded on the accrual method of accounting. The most significant portion of the Corporation’s wealth management fees is derived from trust administration and other related services, custody, investment management and advisory services, and employee benefit account and IRA administration. These fees are generally billed monthly, in arrears, based on the market value of assets at the end of the previous billing period. A smaller number of customers are billed in a similar manner, but on a quarterly or annual basis and some revenues are not based on market values. The balance of the Corporation’s wealth management fees includes estate settlement fees and tax service fees, which are recorded when the related service is performed and asset management and brokerage fees on non-depository investment products, which are received one month in arrears, based on settled transactions, but are accrued in the month the settlement occurs. Included in other assets on the balance sheet is a receivable for wealth management fees that have been earned but not yet collected. Insurance revenue is primarily related to commissions earned on insurance policies and is recognized over the related policy coverage period. T. Mortgage Servicing A portion of the residential mortgage loans originated by the Corporation is sold to third parties; however the Corporation often retains the servicing rights related to these loans. A fee, usually based on a percentage of the outstanding principal balance of the loan, is received in return for these services. Gains on the sale of these loans are based on the specific identification method. An intangible asset, referred to as mortgage servicing rights (“MSR”s) is recognized when a loan’s servicing rights are retained upon sale of a loan. These MSRs amortize to non-interest expense in proportion to, and over the period of, the estimated future net servicing life of the underlying loans. MSRs are evaluated quarterly for impairment based upon the fair value of the rights as compared to their amortized cost. Impairment is determined by stratifying the MSRs by predominant characteristics, such as interest rate and terms. Fair value is determined based upon discounted cash flows using market-based assumptions. Impairment is recognized on the income statement to the extent the fair value is less than the capitalized amount for the stratum. A valuation allowance is utilized to record temporary impairment in MSRs. Temporary impairment is defined as impairment that is not deemed permanent. Permanent impairment is recorded as a reduction of the MSR and is not reversed. U. Statement of Cash Flows The Corporation’s statement of cash flows details operating, investing and financing activities during the reported periods. V. Goodwill and Intangible Assets The Corporation accounts for goodwill and other intangible assets in accordance with ASC 350, “Intangibles – Goodwill and Other.” The goodwill and intangible assets as of December 31, 2016, other than MSRs in Note 1-T above, are related to the acquisitions of Lau Associates, The Private Wealth Management Group of the Hershey Trust Company (“PWMG”), Davidson Trust Company (“DTC”), PCPB and RJM which are components of the Wealth Management segment, and First Keystone Financial, Inc. (“FKF”), First Bank of Delaware (“FBD”) and CBH, which are components of the Banking segment. The amount of goodwill initially recorded is based on the fair value of the acquired entity at the time of acquisition. Goodwill impairment tests are performed annually, as of October 31, or when events occur or circumstances change that would more likely than not reduce the fair value of the acquisition or investment. Prior to October 31, 2016, the Corporation had performed the goodwill impairment testing as of December 31. During 2016, the Corporation made a voluntary change in the method of applying an accounting principle related to the timing of the annual goodwill impairment assessment from December 31st to October 31st. Management made this decision based on the time intensive nature of the goodwill impairment assessment. Management does not consider this change in impairment testing date to be a material change in application of an accounting principle. Goodwill impairment is tested on a reporting unit level. The Corporation 67 currently has three reporting units: Banking, Wealth Management and Insurance. As of December 31, 2016, the Insurance reporting unit did not meet the quantitative thresholds for separate disclosure as an operating segment and is therefore reported as a component of the Wealth Management segment, based on its internal reporting structure. While the Insurance reporting unit did not meet the threshold for reporting as a separate operating segment, for goodwill and intangible testing, the Insurance segment was tested for impairment. An operating segment is a component of an enterprise that engages in business activities from which it may earn revenues and incur expenses, whose operating results are regularly reviewed by the enterprise’s chief operating decision makers to make decisions about resources to be allocated to the segment and assess its performance, and for which discrete financial information is available The Corporation’s impairment testing methodology is consistent with the methodology prescribed in ASC 350. Other intangible assets include core deposit intangibles, which were acquired in the FKF merger, the FBD transaction, and the CBH Merger, customer relationships, trade name and non-competition agreements acquired in connection with the acquisitions of DTC, PWMG, Lau Associates, PCPB and RJM. The customer relationships, non-competition agreement and core deposit intangibles are amortized over the estimated useful lives of the assets. The trade name intangibles have indefinite lives and are evaluated for impairment annually. W. Reclassifications Certain prior year amounts have been reclassified to conform to the current year’s presentation. X. Recent Accounting Pronouncements The following recent accounting pronouncements are divided into pronouncements which have been adopted by the Corporation and those which are not yet effective and have been evaluated or are currently being evaluated by the Corporation as of December 31, 2016. Adopted Pronouncements: FASB ASU 2014-15, “Disclosure of Uncertainties about an Entity’s Ability to Continue as a Going Concern” Issued on August 15, 2014, ASU 2014-15 describes how an entity should assess its ability to meet obligations and sets disclosure requirements for how this information should be disclosed in the financial statements. The standard provides accounting guidance that will be used with existing auditing standards. The new standard applies to all entities for the first annual period ending after December 15, 2016, and interim periods thereafter. As of December 31, 2016, the adoption of FASB ASU 2014-15 has not had an impact on our consolidated financial statements. FASB ASU 2016-09 (Topic 718), “Improvements to Employee Share-Based Payment Accounting” In March 2016, the FASB issued ASU No. 2016-09, which changes several aspects of the accounting for share-based payment award transactions, including: (1) Accounting and Cash Flow Classification for Excess Tax Benefits and Deficiencies, (2) Forfeitures, and (3) Tax Withholding Requirements and Cash Flow Classification. The standard is effective for public business entities in annual and interim periods in fiscal years beginning after December 15, 2016. Early adoption is permitted if the entire standard is adopted. If an entity early adopts the standard in an interim period, any adjustments should be reflected as of the beginning of the fiscal year that includes that interim period. The Corporation early-adopted ASU 2016-09 during the three months ended September 30, 2016. As a result of the adoption, the Corporation recognized a $565 thousand tax benefit in the Consolidated Statements of Income for the twelve months ended December 31, 2016. The impact of the income tax benefit or expense related to ASU 2016-09 is treated as a discrete item in the calculation of the year-to-date income tax expense. Also, in accordance with the provisions of ASU 2016-09, the Corporation presents excess tax benefits as an operating activity in the Consolidated Statement of Cash Flows using a retrospective transition method. Adoption of all other changes did not have an impact on our consolidated financial statements. Pronouncements Not Yet Effective: FASB ASU No. 2014-09 (Topic 606), “Revenue from Contracts with Customers” Issued in May 2014, ASU 2014-09 will require an entity to recognize revenue when it transfers promised goods or services to customers using a five-step model that requires entities to exercise judgment when considering the terms of the contracts. In August 2015, the FASB issued ASU No. 2015-14, Revenue from Contracts with Customers (Topic 606): Deferral of the 68 Effective Date. This amendment defers the effective date of ASU 2014-09 by one year. In March 2016, the FASB issued ASU 2016- 08, “Principal versus Agent Considerations (Reporting Gross versus Net),” which amends the principal versus agent guidance and clarifies that the analysis must focus on whether the entity has control of the goods or services before they are transferred to the customer. In addition, the FASB issued ASU Nos. 2016-20, Technical Corrections and Improvements to Topic 606, Revenue from Contracts with Customers and 2016-12, Narrow-Scope Improvements and Practical Expedients, both of which provide additional clarification of certain provisions in Topic 606. These Accounting Standards Codification (“ASC”) updates are effective for annual reporting periods beginning after December 15, 2017, but early adoption is permitted. Early adoption is permitted only as of annual reporting periods after December 15, 2016. The standard permits the use of either the retrospective or retrospectively with the cumulative effect transition method. The Corporation is currently in the process of evaluating all revenue streams, accounting policies, practices and reporting to identify and understand any impact on the Corporation’s Consolidated Financial Statements. Our preliminary evaluation suggests that adoption of this guidance is not expected to have a material effect on our Consolidated Financial Statements. FASB ASU 2017-04 (Topic 350), “Intangibles – Goodwill and Others” Issued in January 2017, ASU 2017-04 simplifies how an entity is required to test goodwill for impairment by eliminating Step 2 from the goodwill impairment test. Step 2 measures a goodwill impairment loss by comparing the implied fair value of a reporting unit’s goodwill with the carrying amount of that goodwill. ASU 2017-04 is effective for annual periods beginning after December 15, 2019 including interim periods within those periods. The Corporation is evaluating the effect that ASU 2017-04 will have on its consolidated financial statements and related disclosures. FASB ASU 2017-01 (Topic 805), “Business Combinations” Issued in January 2017, ASU 2017-01 clarifies the definition of a business with the objective of adding guidance to assist entities with evaluating whether transactions should be accounted for as acquisitions (or disposals) of assets or businesses. The definition of a business affects many areas of accounting including acquisitions, disposals, goodwill, and consolidation. ASU 2017-01 is effective for annual periods beginning after December 15, 2017 including interim periods within those periods. The Corporation is evaluating the effect that ASU 2017-01 will have on its consolidated financial statements and related disclosures. FASB ASU 2016-15 (Topic 320), “Classification of Certain Cash Receipts and Cash Payments” Issued in August 2016, ASU 2016-15 provides guidance on eight specific cash flow issues and their disclosure in the consolidated statements of cash flows. The issues addressed include debt prepayment, settlement of zero-coupon debt, contingent consideration in business combinations, proceeds from settlement of insurance claims, proceeds from settlement of BOLI, distributions received from equity method investees, beneficial interests in securitization transactions, and separately identifiable cash flows and application of the Predominance principle. 2016-15 is effective for the annual and interim periods in fiscal years beginning after December 15, 2017, with early adoption permitted. The Corporation is currently evaluating the impact of this guidance and does not anticipate a material impact on its consolidated financial statements. FASB ASU 2016-13 (Topic 326), “Measurement of Credit Losses on Financial Instruments” Issued in June 2016, ASU 2016-13 significantly changes how companies measure and recognize credit impairment for many financial assets. The new current expected credit loss model will require companies to immediately recognize an estimate of credit losses expected to occur over the remaining life of the financial assets that are in the scope of the standard. The ASU also makes targeted amendments to the current impairment model for available-for-sale debt securities. ASU 2016-13 is effective for the annual and interim periods in fiscal years beginning after December 15, 2018, with early adoption permitted. The Corporation is evaluating the effect that ASU 2016-02 will have on its consolidated financial statements and related disclosures. FASB ASU 2016-02 (Topic 842), “Leases” Issued in February 2016, ASU 2016-02 revises the accounting related to lessee accounting. Under the new guidance, lessees will be required to recognize a lease liability and a right-of-use asset for all leases. The new lease guidance also simplifies the accounting for sale and leaseback transactions primarily because lessees must recognize lease assets and lease liabilities. ASU 2016-02 is effective for the first interim period within annual periods beginning after December 15, 2018, with early adoption permitted. The standard is required to be adopted using the modified retrospective transition 69 approach for leases existing at, or entered into after, the beginning of the earliest comparative period presented in the financial statements. The Corporation is evaluating the effect that ASU 2016-02 will have on its consolidated financial statements and related disclosures. FASB ASU 2016-01 (Subtopic 825-10), “Financial Instruments – Overall, Recognition and Measurement of Financial Assets and Financial Liabilities” Issued in January 2016, ASU 2016-01 provides that equity investments will be measured at fair value with changes in fair value recognized in net income. When fair value is not readily determinable an entity may elect to measure the equity investment at cost, minus impairment, plus or minus any change in the investment’s observable price. For financial liabilities that are measured at fair value, the amendment requires an entity to present separately, in other comprehensive income, any change in fair value resulting from a change in instrument-specific credit risk. ASU 2016-01 will be effective for fiscal years beginning after December 15, 2017, including interim periods within those fiscal years. Early adoption is permitted. Entities may apply this guidance on a prospective or retrospective basis. The Corporation is evaluating the effect that ASU 2016-02 will have on its consolidated financial statements and related disclosures. Note 2 - Business Combinations Robert J. McAllister Agency, Inc. The acquisition of RJM, an insurance brokerage headquartered in Rosemont, Pennsylvania, was completed on April 1, 2015. The consideration paid totaled $1.0 million, of which $500 thousand was paid at closing, $85 thousand of the first annual payment not to exceed $100 thousand was paid during the second quarter of 2016 and four remaining contingent cash payments, not to exceed $100 thousand each, will be payable on each of March 31, 2017, March 31, 2018, March 31, 2019, and March 31, 2020, subject to the attainment of certain revenue targets during the related periods. The $15 thousand difference between the first maximum payment of $100 thousand and the $85 thousand that was actually paid was recognized as other non-interest income. The acquisition will enhance the Corporation’s ability to offer comprehensive insurance solutions to both individual and business clients. In connection with the RJM acquisition, the following table details the consideration paid, the initial estimated fair value of identifiable assets acquired and liabilities assumed as of the date of acquisition and subsequent adjustments, during the measurement period, to the fair value of the assets acquired, liabilities assumed and the resulting goodwill recorded: (dollars in thousands) Consideration paid: Cash paid at closing Contingent payment liability Value of consideration Assets acquired: Cash operating accounts Intangible assets – trade name Intangible assets – customer relationships Intangible assets – non-competition agreements Other assets Total assets Liabilities assumed: Deferred tax liability Other liabilities Total liabilities Net assets acquired Goodwill resulting from acquisition of RJM Original Estimates Adjustments to Estimates Final Valuation $ 500 $ 500 1,000 20 129 424 257 4 834 336 46 382 452 548 $ $ 70 — $ — — — (129) — — — (129) (45) — (45) (84) 84 $ 500 500 1,000 20 — 424 257 4 705 291 46 337 368 632 An adjustment was made which eliminated the value initially placed on the trade name (and its associated deferred tax liability), as the entity was immediately merged into PCPB. As of December 31, 2015, the estimates of fair values of the assets acquired and liabilities assumed in the acquisition of RJM were finalized. Continental Bank Holdings, Inc. On January 1, 2015, the previously announced merger of CBH with and into the Corporation, and the merger of Continental Bank with and into the Bank, as contemplated by the Agreement and Plan of Merger, by and between CBH and the Corporation, dated as of May 5, 2014 (as amended by the Amendment to Agreement and Plan of Merger, dated as of October 23, 2014, the “Agreement”), were completed. In accordance with the Agreement, the aggregate share consideration paid to CBH shareholders consisted of 3,878,383 shares (which included fractional shares paid in cash) of the Corporation’s common stock. Shareholders of CBH received 0.45 shares of Corporation common stock for each share of CBH common stock they owned as of the effective date of the CBH Merger. Holders of options to purchase shares of CBH common stock received options to purchase shares of Corporation common stock, converted at the same ratio of 0.45. In addition, $1.3 million was paid to certain warrant holders to cash-out certain warrants. In accordance with the acquisition method of accounting, assets acquired and liabilities assumed were preliminarily adjusted to their fair values as of the date of the CBH Merger. The excess of consideration paid above the fair value of net assets acquired was recorded as goodwill. This goodwill is not amortizable nor is it deductible for income tax purposes. In connection with the CBH Merger, the following table details the consideration paid, the initial estimated fair value of identifiable assets acquired and liabilities assumed as of the date of acquisition and the subsequent adjustments, during the measurement period, to the fair value of the assets acquired, liabilities assumed and the resulting goodwill recorded: Original Estimates Adjustments to Estimates Final Valuation (dollars in thousands) Consideration paid: Common shares issued (3,878,304) Cash in lieu of fractional shares Cash-out of certain warrants Fair value of options assumed Value of consideration Assets acquired: Cash and due from banks Investment securities available for sale Loans* Premises and equipment Deferred income taxes Bank-owned life insurance Core deposit intangible Favorable lease asset Other assets Total assets Liabilities assumed: Deposits FHLB and other long-term borrowings Short-term borrowings Unfavorable lease liability Other liabilities Total liabilities $ 121,391 $ 2 1,323 2,343 125,059 17,934 181,838 426,601 9,037 6,288 12,054 4,191 792 18,085 676,820 481,674 19,726 108,609 2,884 4,706 617,599 — $ — — — — — — (1,864) — 1,396 — — (68) (111) (647) — — — — 1,867 1,867 121,391 2 1,323 2,343 125,059 17,934 181,838 424,737 9,037 7,684 12,054 4,191 724 17,974 676,173 481,674 19,726 108,609 2,884 6,573 619,466 56,707 68,352 Net assets acquired 59,221 (2,514) Goodwill resulting from the CBH Merger $ 65,838 $ 2,514 $ * includes $507 thousand of loans held for sale 71 For the twelve months ended December 31, 2015, adjustments to the fair value of the assets acquired and liabilities assumed were related to circumstances that existed prior to the CBH Merger date, but that were not known to the Corporation. The adjustments included reductions in the fair value of certain loans, unrecorded liabilities of CBH, and an immaterial adjustment to the calculation of a favorable lease asset, which reduced its value, along with the associated deferred tax items. As of December 31, 2015, the estimates of fair values of the assets acquired and liabilities assumed in the CBH Merger were finalized. Powers Craft Parker and Beard, Inc. The acquisition of PCPB, an insurance brokerage headquartered in Rosemont, Pennsylvania, was completed on October 1, 2014. The consideration paid by the Corporation was $7.0 million, of which $5.4 million was paid at closing and the first of three contingent payments, of $542 thousand, was paid during the fourth quarter of 2015. The remaining $1.1 million consists of two contingent payments, with each payment not to exceed $542 thousand. Each payment is subject to the attainment of certain revenue targets during the applicable periods. The measurement periods for the two remaining contingent payments are the twelve month periods ending September 30, 2016 and 2017. The acquisition of PCPB has enabled the Corporation to offer a comprehensive line of insurance solutions to both individual and business clients. In connection with the PCPB acquisition, the consideration paid and the fair value of identifiable assets acquired and liabilities assumed as of the date of acquisition are summarized in the following table: $ (dollars in thousands) Consideration paid: Cash paid at closing Contingent payment disbursed Contingent payment liability Value of consideration Assets acquired: Cash operating accounts Other investments Premises and equipment Intangible assets – customer relationships Intangible assets – non-competition agreements Intangible assets – trade name Other assets Total assets Liabilities assumed: Deferred tax liability Other liabilities Total liabilities Net assets acquired Goodwill resulting from acquisition of PCPB $ As of December 31, 2014, the Corporation had finalized its fair value estimates related to the acquisition of PCPB. Pro Forma Income Statements (unaudited) 5,399 542 1,083 7,024 1,274 302 100 3,280 1,580 955 850 8,341 2,437 1,818 4,255 4,086 2,938 The following pro forma income statements for the twelve months ended December 31, 2014, 2015 and 2016 present the pro forma results of operations of the combined institution (CBH and the Corporation) as if the merger occurred on January 1, 2014, January 1, 2015 and January 1, 2016, respectively. The pro forma income statement adjustments are limited to the effects of fair value mark amortization and accretion and intangible asset amortization. No cost savings or additional merger expenses have been included in the pro forma results of operations for the twelve month period ended December 72 31, 2014. Due to the immaterial contribution to net income of the PCPB and RJM acquisitions, which occurred during the three year period shown in the table, the pro forma effects of the PCPC acquisition and the RJM acquisition are excluded. (dollars in thousands) Net interest income Provision for loan and lease losses Net interest income after provision for loan and lease losses Non-interest income Non-interest expense Income before income taxes Income tax expense Net income Per share data*: Weighted-average basic shares outstanding Dilutive shares Adjusted weighted-average diluted shares Basic earnings per common share Diluted earnings per common share Twelve Months Ended December 31, 2015 2016 2014 106,236 $ 4,326 101,910 54,039 101,745 54,204 18,168 36,036 $ 100,127 $ 4,396 95,731 55,960 125,765 25,926 9,172 16,754 $ 100,609 2,041 98,568 51,836 100,011 50,393 17,673 32,720 16,859,623 168,499 17,028,122 2.14 $ 2.12 $ 17,488,325 267,996 17,756,321 0.96 $ 0.94 $ 17,444,543 373,384 17,817,927 1.88 1.84 $ $ $ $ * Assumes that the shares of CBH common stock outstanding as of December 31, 2014 were outstanding for the full twelve month periods ended December 31, 2013 and 2014, and therefore equal the weighted average shares of common stock outstanding for the twelve months periods ended December 31, 2013 and 2014. The merger conversion of 8,618,629 shares of CBH common stock equals 3,878,304 shares of Corporation common stock (8,618,629 times 0.45, minus 79 fractional shares paid in cash). Due Diligence, Merger-Related and Merger Integration Expenses Due diligence, merger-related and merger integration expenses include consultant costs, investment banker fees, contract breakage fees, retention bonuses for severed employees, salary and wages for redundant staffing involved in the integration of the institutions and bonus accruals for members of the merger integration team. The following table details the costs identified and classified as due diligence, merger-related and merger integration costs for the periods indicated: (dollars in thousands) Advertising Employee benefits Furniture, fixtures and equipment Information technology Professional fees Salaries and wages Other $ Total due diligence and merger-related expenses $ Note 3 - Goodwill & Other Intangible Assets Twelve Months Ended December 31, 2014 2015 2016 — $ — — — — — — — $ 162 $ 258 159 1,168 2,471 1,868 584 6,670 $ 10 23 9 44 1,340 346 601 2,373 The Corporation completed an annual impairment test for goodwill and other intangibles as of December 31, 2015 and October 31, 2016. During 2016, the Corporation made a voluntary change in the method of applying an accounting principle related to the timing of the annual goodwill impairment assessment from December 31st to October 31st. Management made this decision based on the time intensive nature of the goodwill impairment assessment. Management does not consider this change in impairment testing date to be a material change in application of an accounting principle. Future impairment testing will be conducted each October 31, unless a triggering event occurs in the interim that would suggest possible impairment, in which case it would be tested as of the date of the triggering event. There was no goodwill impairment and no material impairment to identifiable intangible assets recorded during 2015 or 2016. There can be no assurance that future impairment assessments or tests will not result in a charge to earnings. 73 The Corporation’s goodwill and intangible assets related to the acquisitions of Lau Associates in July 2008, FKF in July 2010, PWMG in May 2011, DTC in May 2012, FBD in November 2012, PCPB in October 2014, CBH in January 2015 and RJM in April 2015 for the years ended December 31, 2016 and 2015 are as follows: (dollars in thousands) Goodwill – Wealth reporting unit Goodwill – Banking reporting unit Goodwill – Insurance reporting unit Total Core deposit intangible Customer relationships Non-compete agreements Trade name Favorable lease asset Total Grand total (dollars in thousands) Goodwill – Wealth reporting unit Goodwill – Banking reporting unit Goodwill – Insurance reporting unit Total Core deposit intangible Customer relationships Non-compete agreements Trade name Favorable lease asset Total Grand total Note 4 - Investment Securities Beginning Balance 12/31/15 Additions/ Adjustments Amortization $ 20,412 $ 80,783 3,570 $ 104,765 $ $ $ 4,272 $ 14,384 2,932 2,165 150 23,903 $ — $ — — — $ — — — — — — Ending Balance 12/31/16 20,412 — $ 80,783 — — 3,570 — $ 104,765 Initial Amortization Period Indefinite Indefinite Indefinite (825) $ (1,328) (1,298) — (47) (3,498) $ 3,447 10 years 13,056 10 to 20 years 1,634 5 to 10 years 2,165 Indefinite 103 17 to 75 months 20,405 $ 128,668 $ — (3,498) $ 125,170 Beginning Balance 12/31/14 Additions/ Adjustments Amortization/ Impairment $ $ $ $ 20,412 $ 12,431 2,938 35,781 $ 1,066 $ 15,562 3,728 2,165 — 22,521 $ — $ 68,352 632 68,984 $ 4,191 $ 424 257 — 724 5,596 $ Ending Balance 12/31/15 20,412 — $ 80,783 — — 3,570 — $ 104,765 Amortization Period Indefinite Indefinite Indefinite (985) $ (1,602) (1,053) — (574) (4,214) $ 10 years 4,272 14,384 10 to 20 years 2,932 5 to 10 years 2,165 Indefinite 150 17 to 75 months 23,903 $ 58,302 $ 74,580 $ (4,214) $ 128,668 The amortized cost and fair value of investments, which were classified as available for sale, are as follows: As of December 31, 2016 (dollars in thousands) U.S. Treasury securities Obligations of the U.S. government and agencies Obligations of state and political subdivisions Mortgage-backed securities Collateralized mortgage obligations Other investments Total 74 Amortized Cost $ 200,094 $ 83,111 33,625 185,997 49,488 16,575 $ 568,890 $ Gross Unrealized Gains Gross Unrealized Losses 3 $ 167 26 1,260 108 105 1,669 $ Fair Value 200,097 82,198 33,530 185,951 48,694 16,526 566,996 — $ (1,080) (121) (1,306) (902) (154) (3,563) $ As of December 31, 2015 (dollars in thousands) U.S. Treasury securities Obligations of the U.S. government and agencies Obligations of state and political subdivisions Mortgage-backed securities Collateralized mortgage obligations Other investments Total Amortized Cost Gross Unrealized Gains Gross Unrealized Losses $ 101 $ 101,342 41,892 157,422 29,756 17,263 $ 347,776 $ — $ 470 123 1,482 166 38 2,279 $ Fair Value 100 101,495 41,966 158,689 29,799 16,917 348,966 (1) $ (317) (49) (215) (123) (384) (1,089) $ The following table shows the amount of available for sale investment securities that were in an unrealized loss position at December 31, 2016: (dollars in thousands) Obligations of the U.S. Less than 12 Months 12 Months or Longer Total Fair Value Unrealized Losses Fair Value Unrealized Losses Fair Value Unrealized Losses government and agencies $ 62,211 $ (1,080) $ — $ — $ 62,211 $ (1,080) Obligations of state and political subdivisions Mortgage-backed securities Collateralized mortgage obligations Other investments Total 24,482 101,433 (121) (1,306) — — — — 24,482 101,433 (121) (1,306) 35,959 2,203 226,288 $ (902) (93) (3,502) $ — 11,895 11,895 $ $ 35,959 — (61) 14,098 (61) $ 238,183 $ (902) (154) (3,563) The following table shows the amount of available for sale investment securities that were in an unrealized loss position at December 31, 2015: (dollars in thousands) U.S. Treasury securities Obligations of the U.S. government and agencies Obligations of state and political subdivisions Mortgage-backed securities Collateralized mortgage obligations Other investments Total Less than 12 Months 12 Months or Longer Total Fair Value Unrealized Losses Fair Value Unrealized Losses Fair Value Unrealized Losses $ 100 $ (1) $ — $ — $ 100 $ (1) 49,759 (317) — — 49,759 (317) 18,725 55,763 6,407 3,945 134,699 $ $ (46) (215) (85) (238) (902) $ 2,016 — 2,436 11,810 16,262 $ (3) — 20,741 55,763 (49) (215) 8,843 (38) 15,755 (146) (187) $ 150,961 $ (123) (384) (1,089) Management evaluates the Corporation’s investment securities that are in an unrealized loss position in order to determine if the decline in fair value is other than temporary. The investment portfolio includes debt securities issued by U.S. government agencies, U.S. government-sponsored agencies, state and local municipalities and other issuers. All fixed income investment securities in the Corporation’s investment portfolio are rated as investment-grade or higher. Factors considered in the evaluation include the current economic climate, the length of time and the extent to which the fair value has been below cost, interest rates and the bond rating of each security. The unrealized losses presented in the tables above are temporary in nature and are primarily related to market interest rates rather than the underlying credit quality of the issuers or collateral. Management does not believe that these unrealized losses are other-than-temporary. The Corporation does not have the intent to sell these securities prior to their maturity or the recovery of their cost bases and believes that it is more likely, than not, that it will not have to sell these securities prior to their maturity or the recovery of their cost bases. 75 At December 31, 2016, securities having a fair value of $119.4 million were specifically pledged as collateral for public funds, trust deposits, the FRB discount window program, FHLB borrowings and other purposes. The FHLB has a blanket lien on non-pledged, mortgage-related loans and securities as part of the Corporation’s borrowing agreement with the FHLB. The amortized cost and fair value of available for sale investment and mortgage-related securities available for sale as of December 31, 2016 and 2015, by contractual maturity, are shown below. Expected maturities will differ from contractual maturities as borrowers may have the right to call or prepay obligations with or without call or prepayment penalties. (dollars in thousands) Investment securities*: Due in one year or less Due after one year through five years... Due after five years through ten years Due after ten years Subtotal Mortgage-related securities Total December 31, 2016 Amortized Cost Fair Value $ $ 213,876 $ 40,335 45,840 18,079 318,130 235,485 553,615 $ 213,885 40,270 44,914 18,055 317,124 234,644 551,768 *Included in the investment portfolio, but not in the table above, are mutual funds with an amortized cost and fair value, as of December 31, 2016, of $15.3 million and $15.2 million, respectively, which have no stated maturity. (dollars in thousands) Investment securities*: Due in one year or less Due after one year through five years Due after five years through ten years Due after ten years Subtotal Mortgage-related securities Total December 31, 2015 Amortized Cost Fair Value $ $ 9,570 $ 61,368 53,193 20,904 145,035 187,178 332,213 $ 9,574 61,467 53,070 21,141 145,252 188,488 333,740 * Included in the investment portfolio, but not in the table above, are mutual funds with an amortized cost and fair value, as of December 31, 2015, of $15.6 million and $15.2 million, respectively, which have no stated maturity. Proceeds from the sale of available for sale investment securities totaled $276 thousand, $64.9 million and $24.4 million for the twelve months ended December 31, 2016, 2015 and 2014, respectively. Net loss on sale of available for sale investment securities for the twelve months ended December 31, 2016 totaled $77 thousand. Net gain on sale of available for sale investment securities for the twelve months ended December 31, 2015 and 2014 totaled $931 thousand and $471 thousand, respectively. The amortized cost and fair value of investment securities held to maturity as of December 31, 2016 are as follows: As of December 31, 2016 (dollars in thousands) Mortgage-backed securities Total Amortized Cost Gross Unrealized Gains Gross Unrealized Losses $ $ 2,879 $ 2,879 $ — $ — $ 76 Fair Value 2,818 2,818 (61) $ (61) $ The following table shows the amount of held to maturity securities that were in an unrealized loss position at December 31, 2015: (dollars in thousands) Mortgage-backed securities Total Less than 12 Months 12 Months or Longer Total Fair Value Unrealized Losses Fair Value Unrealized Losses Fair Value Unrealized Losses $ $ 2,818 $ 2,818 $ (61) $ (61) $ — $ — $ — $ — $ 2,818 $ 2,818 $ (61) (61) The amortized cost and fair value of held to maturity investment securities as of December 31, 2016, by contractual maturity, are shown below: (dollars in thousands) Mortgage-related securities1 Total December 31, 2016 Amortized Cost Fair Value $ 2,879 2,879 $ 2,818 2,818 1 Expected maturities of mortgage-related securities may differ from contractual maturities as borrowers may have the right to call or prepay obligations with or without call or prepayment penalties. As of December 31, 2015, there were no investments held to maturity. As of December 31, 2016 and December 31, 2015, the Corporation’s investment securities held in trading accounts totaled $3.9 million and $4.0 million, respectively, and consist solely of deferred compensation trust accounts which are invested in listed mutual funds whose diversification is at the discretion of the deferred compensation plan participants. Investment securities held in trading accounts are reported at fair value, with adjustments in fair value reported through income. Note 5 - Loans and Leases The loan and lease portfolio consists of loans and leases originated by the Corporation, as well as loans acquired in mergers and acquisitions. These mergers and acquisitions include the January 2015 acquisition of CBH, the November 2012 transaction with First Bank of Delaware and the July 2010 acquisition of First Keystone Financial, Inc. Many of the tables in this footnote are presented for all loans as well as supplemental tables for originated and acquired loans. A. The table below details all portfolio loans and leases as of the dates indicated: Loans held for sale Real estate loans: Commercial mortgage Home equity lines and loans Residential mortgage Construction Total real estate loans Commercial and industrial Consumer Leases Total portfolio loans and leases Total loans and leases Loans with fixed rates Loans with adjustable or floating rates Total loans and leases Net deferred loan origination fees included in the above loan table 77 December 31, 2016 December 31, 2015 $ $ $ $ $ $ 9,621 $ 8,987 1,110,898 $ 207,999 413,540 141,964 1,874,401 579,791 25,341 55,892 2,535,425 2,545,046 $ 1,130,172 $ 1,414,874 2,545,046 $ (735 ) $ 964,259 209,473 406,404 90,421 1,670,557 524,515 22,129 51,787 2,268,988 2,277,975 1,103,622 1,174,353 2,277,975 (70) The table below details the Corporation’s originated portfolio loans and leases as of the dates indicated: Loans held for sale Real estate loans: Commercial mortgage Home equity lines and loans Residential mortgage Construction Total real estate loans Commercial and industrial Consumer Leases Total portfolio loans and leases Total loans and leases Loans with fixed rates Loans with adjustable or floating rates Total originated loans and leases Net deferred loan origination fees included in the above loan table December 31, 2016 December 31, 2015 $ $ $ $ $ 9,621 $ 8,987 946,879 $ 178,450 342,268 141,964 1,609,561 550,334 25,200 55,892 2,240,987 2,250,608 $ 992,917 $ 1,257,691 2,250,608 $ (735 ) 772,571 171,189 316,487 87,155 1,347,402 462,746 21,934 51,787 1,883,869 1,892,856 932,575 960,281 1,892,856 (70) The table below details the Corporation’s acquired portfolio loans as of the dates indicated: Real estate loans: Commercial mortgage Home equity lines and loans Residential mortgage Construction Total real estate loans Commercial and industrial Consumer Total portfolio loans and leases Total loans and leases Loans with fixed rates Loans with adjustable or floating rates Total acquired loans and leases B. Components of the net investment in leases are detailed as follows: (dollars in thousands) Minimum lease payments receivable Unearned lease income Initial direct costs and deferred fees Total December 31, 2016 December 31, 2015 $ $ $ $ 164,019 $ 29,549 71,272 — 264,840 29,457 141 294,438 294,438 $ 137,255 $ 157,183 294,438 $ 191,688 38,284 89,917 3,266 323,155 61,769 195 385,119 385,119 171,047 214,072 385,119 December 31, 2016 December 31, 2015 $ $ 62,379 $ (8,608) 2,121 55,892 $ 58,422 (8,919) 2,284 51,787 78 C. Non-Performing Loans and Leases(1) The following table details all non-performing portfolio loans and leases as of the dates indicated: (dollars in thousands) Non-accrual loans and leases: Commercial mortgage Home equity lines and loans Residential mortgage Construction Commercial and industrial Consumer Leases Total December 31, 2016 December 31, 2015 $ $ 320 $ 2,289 2,658 — 2,957 2 137 8,363 $ 829 2,027 3,212 34 4,133 — 9 10,244 (1) Purchased credit-impaired loans, which have been recorded at their fair values at acquisition, and which are performing, are excluded from this table, with the exception of $344 thousand and $661 thousand of purchased credit- impaired loans as of December 31, 2016 and December 31, 2015, respectively, which became non-performing subsequent to acquisition. The following table details non-performing originated portfolio loans and leases as of the dates indicated: (dollars in thousands) Non-accrual originated loans and leases: Commercial mortgage Home equity lines and loans Residential mortgage Construction Commercial and industrial Consumer Leases Total December 31, 2016 December 31, 2015 $ $ 265 $ 2,169 1,654 — 941 2 137 5,168 $ 279 1,788 1,964 34 3,044 — 9 7,118 The following table details non-performing acquired portfolio loans(1) as of the dates indicated: (dollars in thousands) Non-accrual acquired loans and leases: Commercial mortgage Home equity lines and loans Residential mortgage Commercial and industrial Total December 31, 2016 December 31, 2015 $ $ 55 $ 120 1,004 2,016 3,195 $ 550 239 1,248 1,089 3,126 (1) Purchased credit-impaired loans, which have been recorded at their fair values at acquisition, and which are performing, are excluded from this table, with the exception of $344 thousand and $661 thousand of purchased credit- impaired loans as of December 31, 2016 and December 31, 2015, respectively, which became non-performing subsequent to acquisition. 79 D. Purchased Credit-Impaired Loans The outstanding principal balance and related carrying amount of credit-impaired loans, for which the Corporation applies ASC 310-30, Accounting for Purchased Loans with Deteriorated Credit Quality, to account for the interest earned, as of the dates indicated, are as follows: (dollars in thousands) Outstanding principal balance Carrying amount(1) December 31, 2016 December 31, 2015 $ $ 18,091 $ 12,432 $ 24,879 16,846 (1) Includes $368 thousand and $699 thousand of purchased credit-impaired loans as of December 31, 2016 and December 31, 2015, respectively, for which the Corporation could not estimate the timing or amount of expected cash flows to be collected at acquisition, and for which no accretable yield is recognized. Additionally, the table above includes $344 thousand and $661 thousand of purchased credit-impaired loans as of December 31, 2016 and December 31, 2015, respectively, which became non-performing subsequent to acquisition, which are disclosed in Note 5C, above, and which also have no accretable yield. The following table presents changes in the accretable discount on purchased credit-impaired loans, for which the Corporation applies ASC 310-30, for the twelve months ended December 31, 2016: (dollars in thousands) Balance, December 31, 2015 Accretion Reclassifications from nonaccretable difference Additions/adjustments Disposals Balance, December 31, 2016 E. Age Analysis of Past Due Loans and Leases Accretable Discount 6,115 (1,858) 182 68 (1,274) 3,233 $ $ The following tables present an aging of all portfolio loans and leases as of the dates indicated: Accruing Loans and Leases (dollars in thousands) As of December 31, 2016 Commercial mortgage Home equity lines and loans Residential mortgage Construction Commercial and industrial Consumer Leases 30 – 59 Days Past Due 60 – 89 Days Past Due Over 89 Days Past Due Total Past Due Current* Total Accruing Loans and Leases Nonaccrual Loans and Leases Total Loans and Leases $ $ 666 $ 11 823 — 36 10 177 1,723 $ 722 $ — 490 — — 5 86 1,303 $ — $ — — — — — — — $ 1,388 $ 1,109,190 $ 1,110,578 $ 11 205,699 205,710 1,313 409,569 410,882 — 141,964 141,964 36 576,798 576,834 25,339 15 25,324 55,755 263 55,492 3,026 $ 2,524,036 $ 2,527,062 $ 320 $ 1,110,898 2,289 207,999 2,658 413,540 — 141,964 2,957 579,791 25,341 55,892 8,363 $ 2,535,425 2 137 80 (dollars in thousands) As of December 31, 2015 Commercial mortgage Home equity lines and loans Residential mortgage Construction Commercial and industrial Consumer Leases Accruing Loans and Leases 30 – 59 Days Past Due 60 – 89 Days Past Due Over 89 Days Past Due Total Past Due Current* Total Accruing Loans and Leases Nonaccrual Loans and Leases Total Loans and Leases $ $ 1,126 $ 1,596 1,923 — 99 20 375 5,139 $ 211 $ 15 74 — 39 — 123 462 $ — $ — — — — — — — $ 1,337 $ 962,093 $ 963,430 $ 1,611 205,835 207,446 1,997 401,195 403,192 — 90,387 90,387 138 520,244 520,382 22,129 20 22,109 51,778 498 51,280 5,601 $ 2,253,143 $ 2,258,744 $ 34 829 $ 964,259 2,027 209,473 3,212 406,404 90,421 4,133 524,515 22,129 51,787 10,244 $ 2,268,988 — 9 *included as “current” are $15.3 million and $10.5 million of loans and leases as of December 31, 2016 and 2015, respectively, which are classified as Administratively Delinquent. An Administratively Delinquent loan is one which has been approved for a renewal or extension but has not had all the required documents fully executed as of the reporting date. The Corporation does not consider these loans to be delinquent. The following tables present an aging of originated portfolio loans and leases as of the dates indicated: Accruing Loans and Leases (dollars in thousands) As of December 31, 2016 Commercial mortgage Home equity lines and loans Residential mortgage Construction Commercial and industrial Consumer Leases 30 – 59 Days Past Due $ — $ 11 773 — — 10 177 971 $ $ 60 – 89 Days Past Due Current* Total Past Due Total Accruing Loans and Leases Over 89 Days Past Due 722 $ 945,892 $ 946,614 $ 722 $ — $ 11 176,270 176,281 — — 64 837 339,778 340,615 — — 141,964 141,964 — — — 549,393 549,393 — — 5 25,198 15 — 86 55,755 263 — 877 $ — $ 1,848 $ 2,233,972 $ 2,235,820 $ 25,183 55,492 Nonaccrual Loans and Leases Total Loans and Leases 265 $ 946,879 2,169 178,450 1,653 342,268 — 141,964 941 550,334 25,200 55,892 5,167 $ 2,240,987 2 137 (dollars in thousands) As of December 31, 2015 Commercial mortgage Home equity lines and loans Residential mortgage Construction Commercial and industrial Consumer Leases Accruing Loans and Leases 30 – 59 Days Past Due $ 1,016 $ 1,445 1,475 — — 20 375 $ 4,331 $ 60 – 89 Days Past Due Over 89 Days Past Due Total Past Due Total Accruing Loans and Leases Current* Nonaccrual Loans and Leases Total Loans and Leases 155 $ — $ 1,171 $ 771,121 $ 772,292 $ — 1,445 167,956 169,401 — 9 — 1,484 313,039 314,523 87,121 — — — — 459,702 459,702 — — 21,934 20 — — 123 51,778 498 — 287 $ — $ 4,618 $1,872,133 $1,876,751 $ 21,914 51,280 87,121 34 279 $ 772,571 1,788 171,189 1,964 316,487 87,155 3,044 462,746 21,934 51,787 7,118 $ 1,883,869 — 9 *included as “current” are $13.5 million and $10.1 million of loans and leases as of December 31, 2016 and 2015, respectively, which are classified as Administratively Delinquent. An Administratively Delinquent loan is one which has been approved for a renewal or extension but has not had all the required documents fully executed as of the reporting date. The Corporation does not consider these loans to be delinquent. 81 The following tables present an aging of acquired portfolio loans and leases as of the dates indicated: (dollars in thousands) As of December 31, 2016 Commercial mortgage Home equity lines and loans Residential mortgage Construction Commercial and industrial Consumer Accruing Loans and Leases 30 – 59 Days Past Due 60 – 89 Days Past Due Over 89 Days Past Due Total Past Due Total Accruing Loans and Leases Current* Nonaccrual Loans and Leases Total Loans and Leases $ $ 666 $ 163,298 $ 163,964 $ 666 $ — $ — $ — 29,429 29,429 — — — 426 50 476 69,791 70,267 — — — — — — — 36 36 27,405 27,441 — — — 141 141 — — — 426 $ — $ 1,178 $ 290,064 $ 291,242 $ 752 $ Accruing Loans and Leases 55 $164,019 120 29,549 1,005 71,272 — 2,016 29,457 141 3,196 $294,438 — — Total Accruing Loans and $ Total Past Due (dollars in thousands) 60 – 89 Days Past Due 30 – 59 Days Past Due As of December 31, 2015 Commercial mortgage Home equity lines and loans Residential mortgage Construction Commercial and industrial Consumer Over 89 Days Past Due 56 $ — $ — 15 65 — — — 39 — — — 175 $ — $ *included as “current” are $1.8 million and $418 thousand of loans and leases as of December 31, 2016 and 2015, respectively, which are classified as Administratively Delinquent. An Administratively Delinquent loan is one which has been approved for a renewal or extension but has not had all the required documents fully executed as of the reporting date. The Corporation does not consider these loans to be delinquent. 166 $ 190,972 $ 191,138 $ 166 37,879 38,045 513 88,156 88,669 — 3,266 3,266 138 60,542 60,680 — 195 195 983 $ 381,010 $ 381,993 $ Total Loans and Leases 550 $191,688 239 38,284 1,248 89,917 — 3,266 1,089 61,769 195 3,126 $385,119 110 $ 151 448 — 99 — 808 $ Nonaccrual Loans and Leases Current* Leases — $ F. Allowance for Loan and Lease Losses (the “Allowance”) The following tables detail the roll-forward of the Allowance for the twelve months ended December 31, 2016: Home Equity Lines and Loans Commercial Mortgage Residential Mortgage Construction Commercial and (dollars in thousands) Balance, December 31, 2015 Charge-offs Recoveries Provision for loan and lease losses $ Balance, December 31, 2016 $ 1,324 $ — 64 845 2,233 Industrial Consumer Leases Unallocated Total 18 $ 15,857 142 $ 518 $ — (3,287) (808) (173) — 590 232 23 (18) 4,326 617 161 — 17,486 559 153 5,609 $ (1,298) 93 738 5,142 5,199 $ 1,307 $ (592) (110) 68 62 1,076 472 6,227 1,255 1,740 $ (306) 48 435 1,917 82 The following table details the roll-forward of the Allowance for the twelve months ended December 31, 2015: Home Equity Lines and Loans Commercial Mortgage Residential Mortgage Construction Commercial and (dollars in thousands) Balance, December 31, 2014 Charge-offs Recoveries Provision for loan and lease losses $ Balance December 31, 2015 $ 3,948 $ 1,917 $ (774) (50) 98 27 1,274 66 5,199 $ 1,307 $ 1,736 $ (791) 35 760 1,740 $ 1,367 $ — 4 (47) 1,324 $ Industrial Consumer Leases Unallocated Total 379 $ 14,586 238 $ 468 $ — (3,454) (442) (177) 329 — 101 29 (361) 4,396 391 52 18 $ 15,857 142 $ 518 $ 4,533 $ (1,220) 35 2,261 5,609 $ The following table details the allocation of the Allowance for all portfolio loans and leases by portfolio segment based on the methodology used to evaluate the loans and leases for impairment as of December 31, 2016 and December 31, 2015: (dollars in thousands) As of December 31, 2016 Allowance on loans and leases: Home Equity Lines and Loans Commercial Mortgage Residential Mortgage Construction Industrial Consumer Leases Unallocated Total Commercial and Individually evaluated for impairment $ Collectively evaluated for impairment Purchased credit-impaired(1) Total $ — $ — $ 6,227 1,255 — — 6,227 $ 1,255 $ 73 $ 1,844 — 1,917 $ As of December 31, 2015 Allowance on loans and leases: Individually evaluated for impairment $ Collectively evaluated for impairment Purchased credit-impaired(1) Total $ — $ 115 $ 5,199 1,192 — — 5,199 $ 1,307 $ 54 $ 1,686 — 1,740 $ — $ 2,233 — 2,233 $ — $ 1,324 — 1,324 $ 5 $ 5,137 — 5,142 $ 519 $ 5,090 — 5,609 $ 8 $ — $ 559 145 — — 153 $ 559 $ 5 $ — $ 137 518 — — 142 $ 518 $ — $ 86 — 17,400 — — — $ 17,486 693 — $ 18 15,164 — — 18 $ 15,857 (1) Purchased credit-impaired loans are evaluated for impairment on an individual basis. The following table details the carrying value for all portfolio loans and leases by portfolio segment based on the methodology used to evaluate the loans and leases for impairment as of December 31, 2016 and December 31, 2015: (dollars in thousands) As of December 31, 2016 Carrying value of loans and leases: Individually evaluated for impairment Collectively evaluated for impairment Purchased credit-impaired(1) Total As of December 31, 2015 Carrying value of loans and leases: Individually evaluated for impairment Collectively evaluated for impairment Purchased credit-impaired(1) Total Home Equity Lines and Loans Commercial Mortgage Residential Mortgage Construction Industrial Consumer Leases Total Commercial and $ 1,576 $ 2,354 $ 1,098,788 205,540 105 $ 1,110,898 $ 207,999 $ 10,534 7,266 $ 406,271 3 413,540 $ — $ 141,964 — 141,964 $ 2,946 $ 575,055 1,790 579,791 $ $ $ 349 $ 1,980 $ 952,448 207,378 11,462 115 964,259 $ 209,473 $ 7,754 $ 398,635 15 406,404 $ 33 $ 89,625 763 90,421 $ 4,240 $ 515,784 4,491 524,515 $ 31 $ — $ 14,173 25,310 55,892 2,508,820 12,432 25,341 $ 55,892 $ 2,535,425 — — 30 $ — $ 14,386 22,099 51,787 2,237,756 16,846 22,129 $ 51,787 $ 2,268,988 — — (1) Purchased credit-impaired loans are evaluated for impairment on an individual basis. 83 The following table details the allocation of the Allowance for originated portfolio loans and leases by portfolio segment based on the methodology used to evaluate the loans and leases for impairment as of December 31, 2016 and December 31, 2015: (dollars in thousands) As of December 31, 2016 Allowance on loans and leases: Home Equity Lines and Loans Commercial Mortgage Residential Mortgage Construction Industrial Consumer Leases Unallocated Total Commercial and Individually evaluated for impairment $ Collectively evaluated for impairment $ Total — $ — $ 6,227 1,255 6,227 $ 1,255 $ 45 $ 1,844 1,889 $ — $ 2,233 2,233 $ 5 $ 5,137 5,142 $ 8 $ — $ 145 559 153 $ 559 $ — $ 58 — 17,400 — $ 17,458 As of December 31, 2015 Allowance on loans and leases: Individually evaluated for impairment $ Collectively evaluated for impairment $ Total — $ 115 $ 5,199 1,192 5,199 $ 1,307 $ 54 $ 1,686 1,740 $ — $ 1,324 1,324 $ 519 $ 5,090 5,609 $ 5 $ — $ 137 518 142 $ 518 $ — $ 693 18 15,164 18 $ 15,857 The following table details the carrying value for originated portfolio loans and leases by portfolio segment based on the methodology used to evaluate the loans and leases for impairment as of December 31, 2016 and December 31, 2015: (dollars in thousands) As of December 31, 2016 Carrying value of loans and leases: Home Equity Lines and Loans Commercial Mortgage Residential Mortgage Construction Commercial and Industrial Consumer Leases Total Individually evaluated for impairment $ Collectively evaluated for impairment $ Total 1,521 $ 2,319 $ 945,358 176,131 946,879 $ 178,450 $ 4,111 $ 338,157 342,268 $ — $ 141,964 141,964 $ 1,190 $ 549,144 550,334 $ 31 $ — $ 9,172 25,169 55,892 2,231,815 25,200 $ 55,892 $ 2,240,987 As of December 31, 2015 Carrying value of loans and leases: Individually evaluated for impairment $ Collectively evaluated for impairment $ Total 279 $ 1,832 $ 772,292 169,357 772,571 $ 171,189 $ 4,394 $ 312,093 316,487 $ 33 $ 87,122 87,155 $ 3,229 $ 459,517 462,746 $ 30 $ — $ 9,797 21,904 51,787 1,874,072 21,934 $ 51,787 $ 1,883,869 The following table details the allocation of the Allowance for acquired portfolio loans and leases by portfolio segment based on the methodology used to evaluate the loans and leases for impairment as of December 31, 2016 and December 31, 2015: (dollars in thousands) As of December 31, 2016 Allowance on loans and leases: Home Equity Lines and Loans Commercial Mortgage Residential Mortgage Construction Industrial Consumer Leases Unallocated Total Commercial and Individually evaluated for impairment $ Collectively evaluated for impairment Purchased credit-impaired(1) Total $ As of December 31, 2015 Allowance on loans and leases: Individually evaluated for impairment $ Collectively evaluated for impairment Purchased credit-impaired(1) Total $ — $ — $ — — — — — $ — $ — $ — $ — — — — — $ — $ 28 $ — — 28 $ — $ — — — $ — $ — — — $ — $ — — — $ — $ — — — $ — $ — — — $ — $ — $ — — — — — $ — $ — $ — $ — — — — — $ — $ — $ 28 — — — — — $ 28 — $ — — — — — — $ — (1) Purchased credit-impaired loans are evaluated for impairment on an individual basis. 84 The following table details the carrying value for acquired portfolio loans and leases by portfolio segment based on the methodology used to evaluate the loans and leases for impairment as of December 31, 2016 and December 31, 2015: (dollars in thousands) As of December 31, 2016 Carrying value of loans and leases: Individually evaluated for impairment Collectively evaluated for impairment Purchased credit-impaired(1) Total As of December 31, 2015 Carrying value of loans and leases: Individually evaluated for impairment Collectively evaluated for impairment Purchased credit-impaired(1) Total Home Equity Lines and Loans Commercial Mortgage Residential Mortgage Construction Commercial and Industrial Consumer Leases Total $ $ $ $ 55 35 153,430 29,409 10,534 105 164,019 29,549 3,155 68,114 3 71,272 — — — — 1,756 25,911 1,790 29,457 — — 5,001 141 — 277,005 — — 12,432 141 — 294,438 70 $ 148 $ 180,156 38,021 11,462 115 191,688 $ 38,284 $ 3,360 $ 86,542 15 89,917 $ — $ 2,503 763 3,266 $ 1,011 $ 56,267 4,491 61,769 $ — $ — $ 4,589 195 — 363,684 — — 16,846 195 $ — $ 385,119 (1) Purchased credit-impaired loans are evaluated for impairment on an individual basis. As part of the process of determining the Allowance for the different segments of the loan and lease portfolio, Management considers certain credit quality indicators. For the commercial mortgage, construction and commercial and industrial loan segments, periodic reviews of the individual loans are performed by both in-house staff as well as external loan reviewers. The result of these reviews is reflected in the risk grade assigned to each loan. These internally assigned grades are as follows: • • • • Pass – Loans considered satisfactory with no indications of deterioration. Special mention - Loans classified as special mention have a potential weakness that deserves management’s close attention. If left uncorrected, these potential weaknesses may result in deterioration of the repayment prospects for the loan or of the institution’s credit position at some future date. Substandard - Loans classified as substandard are inadequately protected by the current net worth and payment capacity of the obligor or of the collateral pledged, if any. Substandard loans have a well-defined weakness or weaknesses that jeopardize the liquidation of the debt. They are characterized by the distinct possibility that the institution will sustain some loss if the deficiencies are not corrected. Doubtful - Loans classified as doubtful have all the weaknesses inherent in those classified as substandard, with the added characteristic that the weaknesses make collection or liquidation in full, on the basis of currently existing facts, conditions, and values, highly questionable and improbable. In addition, for the remaining segments of the loan and lease portfolio, which include residential mortgage, home equity lines and loans, consumer, and leases, the credit quality indicator used to determine this component of the Allowance is based on performance status. The following tables detail the carrying value of all portfolio loans and leases by portfolio segment based on the credit quality indicators used to determine the Allowance as of December 31, 2016 and December 31, 2015: Credit Risk Profile by Internally Assigned Grade (dollars in thousands) Pass Special Mention Substandard Doubtful Total Commercial Mortgage December 31, 2015 December 31, 2016 $ 1,099,557 $ 1,892 9,449 — $ 1,110,898 $ Construction Commercial and Industrial Total December 31, 2016 December 31, 2015 December 31, 2016 December 31, 2015 December 31, 2016 December 31, 2015 946,887 $ 7,029 10,343 — 964,259 $ 140,370 $ — 1,594 — 141,964 $ 88,653 $ — 1,768 — 90,421 $ 570,342 $ 2,315 5,512 1,622 579,791 $ 85 510,040 $ 1,810,269 $ 1,545,580 8,152 25,463 — 524,515 $ 1,832,653 $ 1,579,195 1,123 13,352 — 4,207 16,555 1,622 Credit Risk Profile by Payment Activity (dollars in thousands) Residential Mortgage December 31, 2015 December 31, 2016 Home Equity Lines and Loans Consumer Leases Total December 31, 2016 December 31, 2015 December 31, 2016 December 31, 2015 December 31, 2016 December 31, 2015 December 31, 2016 December 31, 2015 $ Performing Non- performing $ Total 410,882 $ 403,192 $ 205,710 $ 207,446 $ 25,339 $ 22,129 $ 55,755 $ 51,778 $ 697,686 $ 684,545 2,658 413,540 $ 3,212 406,404 $ 2,289 207,999 $ 2,027 209,473 $ 2 25,341 $ — 22,129 $ 137 55,892 $ 9 51,787 $ 5,086 702,772 $ 5,248 689,793 The following tables detail the carrying value of originated portfolio loans and leases by portfolio segment based on the credit quality indicators used to determine the Allowance as of December 31, 2016 and December 31, 2015: Credit Risk Profile by Internally Assigned Grade (dollars in thousands) Commercial Mortgage December 31, 2015 December 31, 2016 Construction Commercial and Industrial Total December 31, 2016 December 31, 2015 December 31, 2016 December 31, 2015 December 31, 2016 December 31, 2015 Pass Special Mention Substandard Doubtful Total $ $ 936,737 $ 1,892 8,250 — 946,879 $ 758,240 $ 7,029 7,302 — 772,571 $ 140,370 $ — 1,594 — 141,964 $ 86,065 $ — 1,090 — 87,155 $ 544,876 $ 2,279 3,054 125 550,334 $ Credit Risk Profile by Payment Activity 454,454 $ 1,621,983 $ 1,298,759 8,044 15,669 — 462,746 $ 1,639,177 $ 1,322,472 4,171 12,898 125 1,015 7,277 — (dollars in thousands) Residential Mortgage December 31, 2015 December 31, 2016 Home Equity Lines and Loans Consumer Leases Total December 31, 2016 December 31, 2015 December 31, 2016 December 31, 2015 December 31, 2016 December 31, 2015 December 31, 2016 December 31, 2015 $ Performing Non- performing $ Total 340,615 $ 314,523 $ 176,281 $ 169,401 $ 25,198 $ 21,934 $ 55,755 $ 51,778 $ 597,849 $ 557,636 1,653 342,268 $ 1,964 316,487 $ 2,169 178,450 $ 1,788 171,189 $ 2 25,200 $ — 21,934 $ 137 55,892 $ 9 51,787 $ 3,961 601,810 $ 3,761 561,397 The following tables detail the carrying value of acquired portfolio loans and leases by portfolio segment based on the credit quality indicators used to determine the Allowance as of December 31, 2016 and December 31, 2015: Credit Risk Profile by Internally Assigned Grade (dollars in thousands) Commercial Mortgage Construction Commercial and Industrial Total December 31, 2016 December 31, 2015 December 31, 2016 December 31, 2015 December 31, 2016 December 31, 2015 December 31, 2016 December 31, 2015 Pass Special Mention Substandard Doubtful Total $ $ 162,820 $ — 1,199 — 164,019 $ 188,647 $ — 3,041 — 191,688 $ — $ — — — — $ 2,588 $ — 678 — 3,266 $ 25,466 $ 36 2,458 1,497 29,457 $ 55,586 $ 108 6,075 — 61,769 $ 188,286 $ 36 3,657 1,497 193,476 $ 246,821 108 9,794 — 256,723 Credit Risk Profile by Payment Activity (dollars in thousands) Residential Mortgage Home Equity Lines and Loans Consumer Total December 31, 2016 December 31, 2015 December 31, 2016 December 31, 2015 December 31, 2016 December 31, 2015 December 31, 2016 December 31, 2015 Performing Non-performing Total $ $ 70,267 $ 1,005 71,272 $ 88,669 $ 1,248 89,917 $ 29,429 $ 120 29,549 $ 38,045 $ 239 38,284 $ 141 $ — 141 $ 195 — 195 99,837 $ 1,125 100,962 $ 126,909 1,487 128,396 86 G. Troubled Debt Restructurings (“TDRs”) The restructuring of a loan is considered a “troubled debt restructuring” if both of the following conditions are met: (i) the borrower is experiencing financial difficulties, and (ii) the creditor has granted a concession. The most common concessions granted include one or more modifications to the terms of the debt, such as (a) a reduction in the interest rate for the remaining life of the debt, (b) an extension of the maturity date at an interest rate lower than the current market rate for new debt with similar risk, (c) a temporary period of interest-only payments, (d) a reduction in the contractual payment amount for either a short period or remaining term of the loan, and (e) for leases, a reduced lease payment. A less common concession granted is the forgiveness of a portion of the principal. The determination of whether a borrower is experiencing financial difficulties takes into account not only the current financial condition of the borrower, but also the potential financial condition of the borrower, were a concession not granted. Similarly, the determination of whether a concession has been granted is very subjective in nature. For example, simply extending the term of a loan at its original interest rate or even at a higher interest rate could be interpreted as a concession unless the borrower could readily obtain similar credit terms from a different lender. The following table presents the balance of TDRs as of the indicated dates: (dollars in thousands) TDRs included in nonperforming loans and leases TDRs in compliance with modified terms Total TDRs December 31, 2016 December 31, 2015 $ $ 2,632 $ 6,395 9,027 $ 1,935 4,880 6,815 The following table presents information regarding loan and lease modifications categorized as TDRs for the twelve months ended December 31, 2016: (dollars in thousands) Commercial mortgage Residential Home equity lines and loans Commercial and industrial Leases Total For the Twelve Months Ended December 31, 2016 Pre-Modification Outstanding Recorded Investment Post- Modification Outstanding Recorded Investment $ $ 1,256 $ 141 265 1,006 104 2,772 $ 1,256 148 265 1,006 104 2,779 Number of Contracts 1 2 6 4 3 16 The following table presents information regarding the types of loan and lease modifications made for the twelve months ended December 31, 2016: Number of Contracts Commercial mortgage Residential Home equity lines and loans Commercial and industrial Leases Total Interest Rate Change Loan Term Extension 1 — — — Interest Rate Change and Term Extension — 2 Interest Rate Change and/or Interest-Only Period Contractual Payment Reduction (Leases only) — — — — — — — — — 3 — 4 87 — — — 2 6 — — 6 — — 3 3 Temporary Payment Deferral — — 1 — 1 The following table presents information regarding loan and lease modifications categorized as TDRs for the twelve months ended December 31, 2015: (dollars in thousands) Residential Home equity lines and loans Leases Total For the Twelve Months Ended December 31, 2015 Pre-Modification Outstanding Recorded Investment Post-Modification Outstanding Recorded Investment $ $ 2,181 $ 22 66 2,269 $ 2,181 22 66 2,269 Number of Contracts 4 1 2 7 The following table presents information regarding the types of loan and lease modifications made for the twelve months ended December 31, 2015: Number of Contracts Interest Rate Change Loan Term Extension — — Interest Rate Change and/or Interest-Only Period Interest Rate Change and Term Extension 2 Contractual Payment Reduction (Leases only) — 2 Temporary Payment Deferral — — — — — — — — 2 1 — 3 — 2 2 — — — — Residential Home equity lines and loans Leases Total During the twelve months ended December 31, 2016, there were no defaults of loans that had received troubled debt restructurings in 2015. 88 H. Impaired Loans The following tables detail the recorded investment and principal balance of impaired loans by portfolio segment, their related allowance for loan and lease losses and interest income recognized for the twelve months ended December 31, 2016, 2015 and 2014 (purchased credit-impaired loans are not included in the tables): (dollars in thousands) As of or for the Twelve Months Ended December 31, 2016 Impaired loans with related allowance: Residential mortgage Commercial and industrial Consumer Total Impaired loans* without related allowance: Commercial mortgage Home equity lines and loans Residential mortgage Commercial and industrial Total Recorded Investment** Principal Balance Related Allowance Average Principal Balance Interest Income Recognized Cash-Basis Interest Income Recognized $ 622 $ 84 31 737 622 $ 84 31 737 1,577 2,354 6,644 2,862 13,437 1,577 2,778 6,970 3,692 15,017 73 $ 5 8 86 — — — — — 639 $ 103 33 775 1,583 2,833 7,544 8,362 20,322 27 $ 5 2 34 70 25 276 146 517 — — — — — — — — — — — Grand total $ 14,174 $ 15,754 $ 86 $ 21,097 $ 551 $ *The table above does not include the recorded investment of $240 thousand of impaired leases without a related allowance for loan and lease losses. **Recorded investment equals principal balance less partial charge-offs and interest payments on non-performing loans that have been applied to principal. (dollars in thousands) As of or for the Twelve Months Ended December 31, 2015 Impaired loans with related allowance: Home equity lines and loans Residential mortgage Commercial and industrial Consumer Total Impaired loans* without related Recorded Investment** Principal Balance Related Allowance Average Principal Balance Interest Income Recognized Cash-Basis Interest Income Recognized $ 115 $ 515 2,011 30 2,671 115 $ 527 2,002 30 2,674 115 $ 54 519 5 693 125 $ 531 2,215 31 2,902 4 $ 23 49 1 77 — — — — — allowance: Commercial mortgage Home equity lines and loans Residential mortgage Construction Commercial and industrial — — — — — — — — *The table above does not include the recorded investment of $77 thousand of impaired leases without a related allowance for loan and lease losses. 349 1,865 7,239 33 2,229 11,715 358 2,447 8,166 996 3,089 15,056 361 2,605 8,085 1,087 4,985 17,123 9 46 257 — 124 436 — — — — — — Grand total 14,386 $ 17,730 $ 20,025 $ 693 $ 513 $ Total $ **Recorded investment equals principal balance less partial charge-offs and interest payments on non-performing loans that have been applied to principal. 89 (dollars in thousands) As of or for the Twelve Months Ended December 31, 2014 Impaired loans with related allowance: Home equity lines and loans Residential mortgage Commercial and industrial Consumer Total Impaired loans* without related Recorded Investment** Principal Balance Related Allowance Average Principal Balance Interest Income Recognized Cash-Basis Interest Income Recognized $ 111 $ 3,273 2,069 31 5,484 198 $ 3,260 2,527 32 6,017 4 $ 184 448 32 668 197 $ 3,289 2,577 32 6,095 — $ 112 49 1 162 — — — — — allowance: Commercial mortgage Home equity lines and loans Residential mortgage Construction Commercial and industrial — — — — — — — — *The table above does not include the recorded investment of $32 thousand of impaired leases without a related allowance for loan and lease losses. 103 1,251 6,210 1,427 1,430 10,421 97 1,137 5,794 1,225 1,403 9,656 97 1,044 5,369 264 1,391 8,165 4 12 152 — 11 179 — — — — — — Grand total 15,673 $ 16,516 $ 13,649 $ 341 $ 668 $ Total $ **Recorded investment equals principal balance less partial charge-offs and interest payments on non-performing loans that have been applied to principal. I. Loan Mark Loans acquired in mergers and acquisitions are recorded at fair value as of the date of the transaction. This adjustment to the acquired principal amount is referred to as the “Loan Mark”. With the exception of purchased credit impaired loans, for which the Loan Mark is accounted under ASC 310-30, the Loan Mark is amortized or accreted as an adjustment to yield over the lives of the loans. The following tables detail, for acquired loans, the outstanding principal, remaining loan mark, and recorded investment, by portfolio segment, as of the dates indicated: (dollars in thousands) Commercial mortgage Home equity lines and loans Residential mortgage Commercial and industrial Consumer Total (dollars in thousands) Commercial mortgage Home equity lines and loans Residential mortgage Construction Commercial and industrial Consumer Total Outstanding Principal As of December 31, 2016 Remaining Loan Mark Recorded Investment 168,612 $ 31,236 73,902 32,812 163 306,725 $ (4,593) $ (1,687) (2,630) (3,355) (22) (12,287) $ 164,019 29,549 71,272 29,457 141 294,438 Outstanding Principal As of December 31, 2015 Remaining Loan Mark Recorded Investment 197,532 $ 40,258 93,230 3,807 67,181 220 402,228 $ (5,844) $ (1,974) (3,313) (541) (5,412) (25) (17,109) $ 191,688 38,284 89,917 3,266 61,769 195 385,119 $ $ $ $ 90 Note 6 - Other Real Estate Owned Other real estate owned consists of properties acquired as a result of foreclosures or deeds in-lieu-of foreclosure. Properties or other assets are classified as OREO and are reported at the lower of carrying value or fair value, less estimated costs to sell. Costs relating to the development or improvement of assets are capitalized, and costs relating to holding the property are charged to expense. As of December 31, 2016 the balance of OREO is comprised of seven single-family residential properties. The summary of the change in other real estate owned, which is included as a component of other assets on the Corporation's Consolidated Balance Sheets, is as follows: (dollars in thousands) Balance January 1 Additions Impairments Sales Balance December 31 Note 7 - Premises and Equipment A. A summary of premises and equipment is as follows: (dollars in thousands) Land Buildings Furniture and equipment Leasehold improvements Construction in progress Less: accumulated depreciation Total December 31, 2016 2015 2,638 $ 355 (94 ) (1,882 ) 1,017 $ 1,147 2,673 (89) (1,093) 2,638 December 31, 2016 2015 5,306 $ 24,998 36,930 24,713 56 (50,225) 41,778 $ 5,306 24,820 34,758 24,596 500 (44,641) 45,339 $ $ $ $ Depreciation and amortization expense related to the assets detailed in the above table for the years ended December 31, 2016, 2015, and 2014 amounted to $5.8 million, $5.1 million, and $3.6 million, respectively. B. Future minimum cash rent commitments under various operating leases as of December 31, 2016 are as follows: (dollars in thousands) 2016 2017 2018 2019 2020 2021 and thereafter Total $ $ 4,234 4,166 3,908 3,345 2,721 13,109 31,483 Rent expense on leased premises and equipment for the years ended December 31, 2016, 2015 and 2014 amounted to $4.6 million, $5.1 million, and $3.3 million, respectively. 91 Note 8 - Mortgage Servicing Rights (“MSR”s) A. The following summarizes the Corporation’s activity related to MSRs for the years ended December 31: (dollars in thousands) Balance, January 1 Additions Amortization Impairment Balance, December 31 Fair value Residential mortgage loans serviced for others 2016 2015 2014 $ $ $ $ 5,142 $ 1,321 (750) (131) 5,582 $ 6,154 $ 631,889 $ 4,765 $ 1,037 (590 ) (70 ) 5,142 $ 5,726 $ 601,939 $ 4,750 547 (476 ) (56 ) 4,765 5,456 590,660 B. The following summarizes the Corporation’s activity related to changes in the impairment valuation allowance of MSRs for the years ended December 31: (dollars in thousands) Balance, January 1 Impairment Recovery Balance, December 31 2016 2015 2014 $ $ (1,674) $ (715) 584 (1,805) $ (1,604 ) $ (123 ) 53 (1,674 ) $ (1,548 ) (97 ) 41 (1,604 ) C. Other MSR Information – At December 31, 2016, key economic assumptions and the sensitivity of the current fair value of MSRs to immediate 10 and 20 percent adverse changes in those assumptions are as follows: (dollars in thousands) Fair value amount of MSRs Weighted average life (in years) Prepayment speeds (constant prepayment rate)* Impact on fair value: 10% adverse change 20% adverse change Discount rate Impact on fair value: 10% adverse change 20% adverse change $ $ $ $ $ 6,154 6.3 10.2% (115) (238) 9.55% (225) (434) * Represents the weighted average prepayment rate for the life of the MSR asset. At December 31, 2016, 2015 and 2014, the fair value of the MSRs was $6.2 million, $5.7 million, and $5.5 million, respectively. The fair value of the MSRs for these dates was determined using values obtained from a third party which utilizes a valuation model which calculates the present value of estimated future servicing income. The model incorporates assumptions that market participants use in estimating future net servicing income, including estimates of prepayment speeds and discount rates. Mortgage loan prepayment speed is the annual rate at which borrowers are forecasted to repay their mortgage loan principal and is based on historical experience. The discount rate is used to determine the present value of future net servicing income. Another key assumption in the model is the required rate of return the market would expect for an asset with similar risk. These assumptions can, and generally will, change quarterly valuations as market conditions and interest rates change. Management reviews, annually, the process utilized by its independent third-party valuation experts. These assumptions and sensitivities are hypothetical and should be used with caution. As the figures indicate, changes in fair value based on a 10% variation in assumptions generally cannot be extrapolated because the relationship of the change in assumptions to the change in fair value may not be linear. Also, the effect of a variation in a particular assumption on the fair value of the MSRs is calculated without changing any other assumption. In reality, changes in one factor may result in changes in another, which could magnify or counteract the sensitivities. 92 Note 9 - Deposits A. The following table details the components of deposits: (dollars in thousands) Savings NOW accounts* Market rate accounts* Retail time deposits, less than $100 Retail time deposits, $100 or more Wholesale time deposits Total interest-bearing deposits Non-interest-bearing deposits Total deposits * Includes wholesale deposits. As of December 31, 2016 2015 $ $ 232,193 $ 380,057 835,296 139,276 183,636 73,037 1,843,495 736,180 2,579,675 $ 187,299 339,366 816,938 123,113 106,140 53,185 1,626,041 626,684 2,252,725 The aggregate amount of deposit and mortgage escrow overdrafts included as loans as of December 31, 2016 and 2015 were $818 thousand and $840 thousand, respectively. B. The following tables detail the maturities of retail time deposits: (dollars in thousands) Maturing during: 2017 2018 2019 2020 2021 and thereafter Total C. The following tables detail the maturities of wholesale time deposits: (dollars in thousands) Maturing during: 2017 Total As of December 31, 2016 $100 or more Less than $100 $ $ 154,965 $ 16,281 4,982 3,044 4,364 183,636 $ 107,043 17,152 8,011 3,466 3,604 139,276 As of December 31, 2016 $100 or more Less than $100 $ $ 72,783 $ 72,783 $ 254 254 Note 10 - Short-Term Borrowings and Long-Term FHLB Advances A. Short-term borrowings – As of December 31, 2016 and 2015, the Corporation had $204.2 million and $94.2 million of short-term borrowings (original maturity of one year or less), respectively, which consisted of funds obtained from overnight repurchase agreements with commercial customers, an overnight repurchase agreement with a correspondent bank, short-term FHLB advances and overnight federal funds. 93 A summary of short-term borrowings is as follows: (dollars in thousands) Repurchase agreements* – commercial customers Repurchase agreement – correspondent bank Short-term FHLB advances Overnight federal funds Total short-term borrowings * overnight repurchase agreements with no expiration date The following table sets forth information concerning short-term borrowings: (dollars in thousands) Balance at period-end Maximum amount outstanding at any month end Average balance outstanding during the period Weighted-average interest rate: As of the period-end Paid during the period As of December 31, 2016 2015 $ $ 39,151 $ — 165,000 — 204,151 $ 29,156 5,011 30,000 30,000 94,167 As of or Twelve Months Ended December 31, 2016 2015 $ $ $ 204,151 204,151 37,041 $ $ $ 0.66% 0.25% 94,167 94,167 36,010 0.56% 0.13% Average balances outstanding during the year represent daily average balances and average interest rates represent interest expense divided by the related average balance. B. Long-term FHLB Advances: As of December 31, 2016 and 2015, the Corporation had $189.7 million and $254.9 million, respectively, of long-term FHLB advances (original maturities exceeding one year). The following table presents the remaining periods until maturity of the long-term FHLB advances: (dollars in thousands) Within one year Over one year through five years Total As of December 31, 2016 2015 $ $ 75,000 $ 114,742 189,742 $ 75,000 179,863 254,863 The following table presents rate and maturity information on FHLB advances and other borrowings: Description Bullet maturity – fixed rate Bullet maturity – variable rate Convertible-fixed Total Maturity Range* From To Weighted Average Coupon Rate Balance at December 31, Rate From To 2016 2015 02/01/17 12/09/20 11/28/17 11/28/17 01/03/18 08/20/18 1.44% 1.08% 2.94% 0.80% 1.08% 2.58% 2.13% 153,612 198,612 35,000 15,000 1.08% 21,251 21,130 3.50% $ 189,742 $ 254,863 *Maturity range and interest rates refers to December 31, 2016 balances **Loans from correspondent banks other than FHLB Included in the table above as of December 31, 2016 and 2015 are $21.1 million and $21.3 million, respectively, of long- term FHLB advances whereby the FHLB has the option, at predetermined times, to convert the fixed interest rate to an adjustable interest rate indexed to the London Interbank Offered Rate (“LIBOR”). The Corporation has the option to prepay these advances, without penalty, if the FHLB elects to convert the interest rate to an adjustable rate. As of December 31, 94 2016, substantially all the FHLB advances with this convertible feature are subject to conversion in fiscal 2017. These advances are included in the periods in which they mature, rather than the period in which they are subject to conversion. C. Other Information –In connection with its FHLB borrowings, the Corporation is required to hold the capital stock of the FHLB. The amount of capital stock held was $17.3 million at December 31, 2016, and $12.9 million at December 31, 2015. The carrying amount of the FHLB stock approximates its redemption value. The level of required investment in FHLB stock is based on the balance of outstanding loans the Corporation has from the FHLB. Although FHLB stock is a financial instrument that represents an equity interest in the FHLB, it does not have a readily determinable fair value. FHLB stock is generally viewed as a long-term investment. Accordingly, when evaluating FHLB stock for impairment, its value should be determined based on the ultimate recoverability of the par value rather than by recognizing temporary declines in value. The Corporation had a maximum borrowing capacity (“MBC”) with the FHLB of $1.22 billion as of December 31, 2016 of which the unused capacity was $886.0 million. In addition there were $79.0 million in overnight federal funds line, $117.3 million of Federal Reserve Discount Window capacity and $5.0 million in a correspondent bank line of credit. Note 11 – Subordinated Notes On August 6, 2015, the Corporation completed the issuance of $30 million in aggregate principal amount of fixed-to- floating rate subordinated notes (the "Notes") due 2025 in a private placement transaction to institutional accredited investors. The net proceeds of the offering, which totaled $29.5 million, increased Tier 2 regulatory capital and the Corporation intends to use the net proceeds for general corporate purposes including share repurchases, possible acquisitions and organic growth. The debt issuance costs are included as a direct deduction from the debt liability and the costs are amortized to interest expense using the effective interest method. The Notes bear interest at an annual fixed rate of 4.75% from the date of issuance until August 14, 2020, with the first interest payment on the Notes occurring on February 15, 2016 and semi-annually thereafter each August 15 and February 15 through August 15, 2020. Thereafter, the Notes will bear interest at a variable rate that will reset quarterly to a level equal to the then-current three-month LIBOR rate plus 3.068% until August 15, 2025, or any early redemption date, payable quarterly on November 15, February 15, May 15 and August 15 of each year. Beginning with the interest payment date of August 15, 2020, and on any scheduled interest payment date thereafter, the Corporation has the option to redeem the Notes in whole or in part at a redemption price equal to 100% of the principal amount of the redeemed Notes, plus accrued and unpaid interest to the date of the redemption. In conjunction with the issuance, the Corporation engaged the Kroll Bond Rating Agency (“KBRA”) to assign a senior unsecured long-term debt rating, a subordinated debt rating and a short-term rating to the Corporation. As a result of their evaluation, KBRA assigned the Corporation a senior unsecured debt rating of A-, a subordinated debt rating of BBB+ and a short-term debt rating of K2. Note 12 - Derivatives and Hedging Activities In December 2012, the Corporation entered into a forward-starting interest rate swap (the “Swap”) to hedge the cash flows of a $15 million floating-rate FHLB borrowing. The Swap involves the exchange of the Corporation’s floating rate interest payments on the underlying principal amount. The Swap was designated, and qualified, for cash-flow hedge accounting. For derivative instruments that are designated and qualify as hedging instruments, the effective portion of gains or losses is reported as a component of other comprehensive income, and is subsequently reclassified into earnings as an adjustment to interest expense in the periods in which the hedged forecasted transaction affects earnings. On November 30, 2015, the Corporation elected to terminate the Swap and as a result, as of both December 31, 2016 and 2015, the Corporation held no derivative positions. 95 The following table details the Corporation’s derivative positions as of the December 31, 2014: (dollars in thousands) Notional Amount Trade Date Effective Date Maturity Date Receive (Variable) Index Current Projected Receive Rate Pay Fixed Swap Rate $ 15,000 12/13/2012 11/30/2015 11/28/2022 US 3-Month LIBOR 2.335% 2.376% $ Fair Value of Asset (Liability) (39) For the twelve months ended December 31, 2015, the tax-effected accumulated other comprehensive loss associated with the Swap increased by $372 thousand. For the twelve months ended December 31, 2015, the Corporation reclassified $611 thousand, net of income tax benefit of $214 thousand from accumulated other comprehensive loss into earnings. During the twelve month periods ended December 31, 2014, there were no reclassifications of the Swap’s fair value from other comprehensive income to earnings. Note 13 - Disclosure about Fair Value of Financial Instruments FASB ASC 825, “Disclosures about Fair Value of Financial Instruments” requires disclosure of the fair value information about financial instruments, whether or not recognized in the balance sheet, for which it is practicable to estimate such value. In cases where quoted market prices are not available, fair values are based on estimates using present value or other market value techniques. Those techniques are significantly affected by the assumptions used, including the discount rate and estimates of future cash flows. In that regard, the derived fair value estimates cannot be substantiated by comparison to independent markets and, in many cases, could not be realized in immediate settlement of the instrument. The aggregate fair value amounts presented below do not represent the underlying value of the Corporation. The following methods and assumptions were used to estimate the fair value of each class of financial instruments for which it is practicable to estimate that value: Cash and Cash Equivalents The carrying amounts reported in the balance sheet for cash and cash equivalents approximate their fair values. Investment Securities Fair values for investment securities are generally determined by the Corporation including the use of an independent third party based on market data, utilizing pricing models that vary by asset and incorporate available trade, bid and other market information. The Corporation reviews, annually, the process utilized by its independent third-party valuation service provider. On a quarterly basis, the Corporation tests the validity of the prices provided by the third party by selecting a representative sample of the portfolio and obtaining actual trade results, or if actual trade results are not available, competitive broker pricing. On an annual basis, the Corporation evaluates, for appropriateness, the methodology utilized by the independent third-party valuation service provider. Loans Held for Sale The fair value of loans held for sale is based on pricing obtained from secondary markets. Net Portfolio Loans and Leases For variable rate loans that reprice frequently and which have no significant change in credit risk, estimated fair values are based on carrying values. Fair values of certain fixed rate mortgage loans and consumer loans are estimated using discounted cash flow analyses, using interest rates currently being offered for loans with similar terms to borrowers of similar credit quality and is indicative of an entry price. The estimated fair value of nonperforming loans is based on discounted estimated cash flows as determined by the internal loan review of the Bank or the appraised market value of the underlying collateral, as determined by independent third party appraisers. This technique does not reflect an exit price. Impaired Loans The Corporation evaluates and values impaired loans at the time the loan is identified as impaired, and the fair values of such loans are estimated using Level 3 inputs in the fair value hierarchy. Each loan’s collateral has a unique appraisal and management’s discount of the value is based on the factors unique to each impaired loan. The significant unobservable 96 input in determining the fair value is management’s subjective discount on appraisals of the collateral securing the loan, which range from 10% - 50%. Collateral may consist of real estate and/or business assets including equipment, inventory and/or accounts receivable and the value of these assets is determined based on the appraisals by qualified licensed appraisers hired by the Corporation. Appraised and reported values may be discounted based on management’s historical knowledge, changes in market conditions from the time of valuation, estimated costs to sell, and/or management’s expertise and knowledge of the client and the client’s business. Other Real Estate Owned Other real estate owned consists of properties acquired as a result of foreclosures and deeds in-lieu-of foreclosure. Properties are classified as OREO and are reported at the lower of cost or fair value less cost to sell, and are classified as Level 3 in the fair value hierarchy. Mortgage Servicing Rights The fair value of the MSRs for these periods was determined using a proprietary third-party valuation model that calculates the present value of estimated future servicing income. The model incorporates assumptions that market participants use in estimating future net servicing income, including estimates of prepayment speeds and discount rates. Due to the proprietary nature of the valuation model used and the lack of observable inputs, the Corporation classifies the value of MSRs as using Level 3 inputs. Other Assets Due to their short-term nature, the carrying amounts of accrued interest receivable, income taxes receivable and other investments approximate their fair value. Deposits The fair values disclosed for non-interest-bearing demand deposits, savings, NOW accounts, and market rate accounts are, by definition, equal to the amounts payable on demand at the reporting date (i.e., their carrying amounts). Fair values for certificates of deposit are estimated using a discounted cash flow calculation that applies interest rates currently being offered on certificates to a schedule of expected monthly maturities on the certificates of deposit. FASB Codification 825 defines the fair value of demand deposits as the amount payable on demand, as of the reporting date, and prohibits adjusting estimated fair value from any value derived from retaining those deposits for an expected future period of time. Short-term borrowings Due to their short-term nature, the carrying amount of short-term borrowings, which include overnight repurchase agreements approximate their fair value. FHLB Advances and Other Borrowings The fair value of FHLB advances and other borrowings is established using a discounted cash flow calculation that applies interest rates currently being offered on mid-term and long term borrowings. Subordinated Notes The fair value of the Notes is estimated by discounting the principal balance using the FHLB yield curve for the term to the call date as the Corporation has the option to call the Notes. The Notes are classified within Level 2 in the fair value hierarchy. Other Liabilities The carrying amounts of accrued interest payable and other accrued payables approximate fair value. The fair value of the interest-rate swap derivative is derived from quoted prices for similar instruments in active markets and is classified as using Level 2 inputs. 97 Off-Balance Sheet Instruments The fair values of the Corporation’s commitments to extend credit, standby letters of credit and financial guarantees are not included in the table below as their carrying values generally approximate their fair values. These instruments generate fees that approximate those currently charged to originate similar commitments. The carrying amount and fair value of the Corporation’s financial instruments are as follows: (dollars in thousands) Financial assets: Cash and cash equivalents Investment securities - available for sale Investment securities - trading Investment securities – held to maturity Loans held for sale Net portfolio loans and leases Mortgage servicing rights Other assets Total financial assets Financial liabilities: Deposits Short-term borrowings FHLB advances and other borrowings Subordinated notes Other liabilities As of December 31, 2016 2015 Fair Value Hierarchy Level* Carrying Amount Fair Value Carrying Amount Fair Value Level 1 $ See Note 14 See Note 14 50,765 $ 566,996 3,888 2,879 9,621 50,765 $ 143,067 $ 348,966 3,950 — 8,987 143,067 348,966 3,950 — 8,987 2,517,939 2,505,546 2,253,131 2,273,947 5,726 30,271 566,996 3,888 2,818 9,621 5,582 34,465 6,154 34,465 5,142 30,271 $ 3,192,135 $ 3,180,253 $ 2,793,514 $ 2,814,914 $ 2,579,675 $ 2,579,011 $ 2,252,725 $ 2,251,703 94,156 254,796 27,453 34,052 94,167 254,863 29,479 34,052 204,151 186,863 29,228 37,303 204,151 189,742 29,532 37,303 Level 2 Level 2 Level 3 Level 3 Level 3 Level 2 Level 2 Level 2 Level 2 Level 2 Total financial liabilities $ 3,040,403 $ 3,036,556 $ 2,665,286 $ 2,662,160 *see Note 14 in the Notes to Consolidated Financial Statements for a description of hierarchy levels. Note 14 - Fair Value Measurement FASB ASC 820, “Fair Value Measurement” establishes a fair value hierarchy based on the nature of data inputs for fair value determinations, under which the Corporation is required to value each asset using assumptions that market participants would utilize to value that asset. When the Corporation uses its own assumptions it is required to disclose additional information about the assumptions used and the effect of the measurement on earnings or the net change in assets for the period. The value of the Corporation’s available for sale investment securities, which include obligations of the U.S. government and its agencies, mortgage-backed securities issued by U.S. government- and U.S. government sponsored agencies, obligations of state and political subdivisions, corporate bonds, other debt securities, as well as bond mutual funds are determined by the Corporation, including the use of an independent third party. The Corporation performs tests to assess the validity of these third-party values. The third party’s evaluations are based on market data. They utilize pricing models that vary by asset and incorporate available trade, bid and other market information. For securities that do not trade on a daily basis, their pricing models apply available information such as benchmarking and matrix pricing. The market inputs normally sought in the evaluation of securities include benchmark yields, reported trades, broker/dealer quotes (only obtained from market makers or broker/dealers recognized as market participants), issuer spreads, two-sided markets, benchmark securities, bid, offers and reference data. For certain securities, additional inputs may be used or some market inputs may not be applicable. Inputs are prioritized differently on any given day based on market conditions. 98 U.S. Government agencies are evaluated and priced using multi-dimensional relational models and option adjusted spreads. State and municipal securities are evaluated on a series of matrices including reported trades and material event notices. Mortgage-backed securities are evaluated using matrix correlation to treasury or floating index benchmarks, prepayment speeds, monthly payment information and other benchmarks. Other available-for-sale investments are evaluated using a broker-quote based application, including quotes from issuers. The value of the investment portfolio is determined using three broad levels of inputs: Level 1 – Quoted prices in active markets for identical securities. Level 2 – Quoted prices for similar instruments in active markets; quoted prices for identical or similar instruments in markets that are not active and model derived valuations whose inputs are observable or whose significant value drivers are observable. Level 3 – Instruments whose significant value drivers are unobservable. These levels are not necessarily an indication of the risks or liquidity associated with these investments. The following tables summarize the assets at December 31, 2016 and 2015 that are recognized on the Corporation’s balance sheet using fair value measurement determined based on the differing levels of input. Fair value of assets measured on a recurring basis as of December 31, 2016: (dollars in millions) Investment securities (available for sale and trading): U.S. Treasury securities Obligations of U.S. government & agencies Obligations of state & political subdivisions Mortgage-backed securities Collateralized mortgage obligations Mutual funds Other debt securities Total assets measured on a recurring basis at fair value Total Level 1 Level 2 Level 3 $ $ 200.1 $ 82.2 33.5 188.8 48.7 19.1 1.3 573.7 $ 200.1 $ — — — — 19.1 — 219.2 $ — $ 82.2 33.5 188.8 48.7 — 1.3 354.5 $ — — — — — — — — Fair value of assets measured on a non-recurring basis as of December 31, 2016: (dollars in millions) Mortgage servicing rights Impaired loans and leases OREO Total Level 1 Level 2 Level 3 $ 6.2 $ 14.3 1.0 — $ — — — $ — — 6.2 14.3 1.0 Total assets measured at fair value on a non-recurring basis $ 21.5 $ — $ — $ 21.5 Fair value of assets measured on a recurring basis as of December 31, 2015: (dollars in millions) Investment securities (available for sale and trading): U.S. Treasury securities Obligations of U.S. government & agencies Obligations of state & political subdivisions Mortgage-backed securities Collateralized mortgage obligations Mutual funds Other debt securities Total assets measured on a recurring basis at fair value Total Level 1 Level 2 Level 3 $ $ 0.1 $ 101.5 42.0 158.7 29.8 19.2 1.6 352.9 $ 0.1 $ — — — — 19.2 — 19.3 $ — $ 101.5 42.0 158.7 29.8 — 1.6 333.6 $ — — — — — — — — 99 Fair value of assets measured on a non-recurring basis as of December 31, 2015: (dollars in millions) Mortgage servicing rights Impaired loans and leases OREO Total Level 1 Level 2 Level 3 $ 5.7 $ 13.8 2.6 — $ — — — $ — — 5.7 13.8 2.6 Total assets measured at fair value on a non-recurring basis $ 22.1 $ — $ — $ 22.1 For the twelve months ended December 31, 2016, a net decrease of $607 thousand in the Allowance was recorded and for the twelve months ended December 31, 2015, a net increase of $448 thousand in the Allowance was recorded as a result of adjusting the carrying value and estimated fair value of the impaired loans in the above tables. As it relates to the fair values of assets measured on a recurring basis, there have been no transfers between levels during the twelve months ended December 31, 2016. Note 15 - 401(K) Plan and Other Defined Contribution Plans The Corporation has a qualified defined contribution plan (the “401(K) Plan”) for all eligible employees, under which the Corporation matches employee contributions up to a maximum of 3.0% of the employee’s base salary. The Corporation’s expenses for the 401(K) Plan were $1.0 million, $920 thousand and $846 thousand in 2016, 2015 and 2014, respectively. In addition to the matching contribution above, the Corporation provides a discretionary, non-matching employer contribution to the 401(K) Plan. The Corporation’s expense for the non-matching discretionary contribution was $126 thousand, $1.3 million and $1.1 million, for the twelve months ended December 31, 2016, 2015 and 2014, respectively. In connection with the December 31, 2015 settlement of the Qualified Defined Benefit Plan, $2.3 million of excess assets were transferred to the Corporation’s 401(K) plan. As a result, the expense recorded for the non-matching discretionary contribution was significantly lower for 2016, as compared to the previous two years. On June 28, 2013, the Corporation adopted the Bryn Mawr Bank Corporation Executive Deferred Compensation Plan (the “EDCP”), a non-qualified defined-contribution plan which was restricted to certain senior officers of the Corporation. The intended purpose of the EDCP is to provide deferred compensation to a select group of employees. The Corporation’s expense for the EDCP, for the twelve months ended December 31, 2016, 2015 and 2014 was $272 thousand, $164 thousand and $239 thousand, respectively. Note 16 - Pension and Postretirement Benefit Plans A. General Overview – Prior to December 31, 2015, the Corporation had three defined-benefit pension plans comprised of a qualified defined benefit plan (the “QDBP”) which covered all employees over age 20 1/2 who met certain service requirements, and two non-qualified defined-benefit supplemental executive retirement plans (“SERP I” and “SERP II”) which are restricted to certain senior officers of the Corporation. On May 29, 2015, by unanimous consent, the Board of Directors of the Corporation voted to settle the QDBP. On June 2, 2015, notices were sent to participants informing them of the settlement. Final distributions to participants were completed by December 31, 2015. As a result of the settlement of the QDBP, a loss on pension settlement of $17.4 million was recorded for the twelve months ended December 31, 2015. SERP I provides each participant with the equivalent pension benefit provided by the QDBP on any compensation and bonus deferrals that exceed the IRS limit applicable to the QDBP. On February 12, 2008, the Corporation amended the QDBP and SERP I to freeze further increases in the defined benefit amounts to all participants, effective March 31, 2008. On April 1, 2008, the Corporation added SERP II, a non-qualified defined benefit plan which was restricted to certain senior officers of the Corporation. Effective March 31, 2013, the Corporation curtailed SERP II, as further increases to the defined benefit amounts to over 20% of the participants were frozen. 100 The Corporation also has a postretirement benefit plan (“PRBP”) that covers certain retired employees and a group of current employees. The PRBP was closed to new participants in 1994. In 2007, the Corporation amended the PRBP to allow for settlement of obligations to certain current and retired employees. Certain retired participant obligations were settled in 2007 and current employee obligations were settled in 2008. The following table provides information with respect to our QDBP, SERP, and PRBP, including benefit obligations and funded status, net periodic pension costs, plan assets, cash flows, amortization information and other accounting items. B. Actuarial Assumptions used to determine benefit obligations as of December 31 of the years indicated: Discount rate Rate of increase for future compensation Expected long-term rate of return on plan assets QDBP 2016 2015 SERP I and SERP II 2015 2016 PRBP 2016 2015 N/A N/A 3.75% 3.90 % 2.80% 3.90% N/A N/A N/A N/A N/A N/A N/A N/A N/A N/A N/A N/A C. Changes in Benefit Obligations and Plan Assets: (dollars in thousands) Change in benefit obligations Benefit obligation at January 1 $ Service cost Interest cost Plan participants contribution Actuarial loss (gain) Settlements Benefits paid Benefit obligation at December 31 Change in plan assets Fair value of plan assets at January 1 Actual return on plan assets Settlements Excess assets transferred to defined contribution plan $ $ Employer contribution Plan participants’ contribution Benefits paid Fair value of plan assets at QDBP 2016 2015 SERP I & SERP II 2015 2016 PRBP 2016 2015 169 $ — — — — — (169) 44,092 $ — 1,589 — (2,978) (40,625) (1,909) 4,830 $ — 184 — 32 — (260) 5,079 $ — 184 — (178) — (255) 493 $ — 17 49 (6) — (135) 540 — 18 46 27 — (138) — $ 169 $ 4,786 $ 4,830 $ 418 $ 493 169 $ — — 43,874 $ 1,140 (40,625) — — — (169) (2,311) — — (1,909) — $ — — — 260 — (260) — $ — — — 254 — (254) — $ — 86 49 (135) — — — — 92 46 (138) December 31 $ — $ 169 $ — $ — $ — $ — Funded status at year end (plan assets less benefit obligations) $ — $ — $ (4,786) $ (4,830) $ (418) $ (493) 101 As indicated in the table above, the excess assets remaining in the settled QDBP as of December 31, 2015 were transferred to the Corporation’s defined contribution plan and serve to defray some of the future costs to fund this plan. QDBP SERP I & SERP II For the Twelve Months Ended December 31, PRBP Amounts included in the consolidated balance sheet as other assets (liabilities) and accumulated other comprehensive income including the following: Prepaid benefit cost/(accrued 2016 2015 2016 2015 2016 2015 $ liability) Net actuarial loss Prior service cost Unrecognized net initial obligation — $ — — — — $ — — (3,248) $ (1,539) — (3,266) $ (1,564) — (170) $ (248) — (197) (296) — — — — — — Net included in Other Liabilities in the Consolidated Balance Sheets $ — $ — $ (4,787) $ (4,830) $ (418) $ (493) D. The following tables provide the components of net periodic pension costs for the periods indicated: QDBP Net Periodic Pension Cost (dollars in thousands) Service cost Interest cost Expected return on plan assets Amortization of prior service cost Recognition of net actuarial loss Recognition of net actuarial loss due to settlement Net periodic pension cost (benefit) SERP I and SERP II Periodic Pension Cost (dollars in thousands) Service cost Interest cost Gain on curtailment Amortization of prior service cost Recognition of net actuarial loss Net periodic pension cost (benefit) PRBP Net Periodic Pension Cost (dollars in thousands) Service cost Interest cost Settlement Amortization of transition obligation Amortization of prior service cost Recognition of net actuarial loss Net periodic pension cost For the Twelve Months Ended December 31, 2016 2015 2014 $ $ — $ — — — — — — $ — $ 1,589 (3,217 ) — 1,913 17,377 17,662 $ — 1,640 (3,348 ) — 391 — (1,317 ) For the Twelve Months Ended December 31, 2016 2015 2014 $ $ — $ 184 — — 57 241 $ — $ 184 — — 63 247 $ 61 177 — 14 (33 ) 219 For the Twelve Months Ended December 31, 2016 2015 2014 $ $ — $ 17 — — — 41 58 $ — $ 18 — — — 37 55 $ — 29 — — — 61 90 For the Twelve Months Ended December 31, 2016 2015 2014 Discount Rate Used in the Calculation of Periodic Pension Costs 3.90% 3.70 % 4.60 % 102 E. Plan Assets: The information in this section pertains to the assets of the QDBP. The PRBP, SERP I and SERP II are unfunded plans and, as such, have no related plan assets. As of December 31, 2015, with the exception of $169 thousand disbursed in January 2016 to QDBP participants already receiving benefits, all assets of the QDBP had been distributed to the participants either in the form of an annuity or as a lump sum payment. F. Cash Flows The following benefit payments, which reflect expected future service, are expected to be paid over the next ten years: (dollars in thousands) Fiscal year ending 2017 2018 2019 2020 2021 2022-2026 SERP I & SERP II PRBP $ $ $ $ $ $ 259 $ 257 $ 256 $ 254 $ 250 $ 1,671 $ 78 68 59 50 42 125 G. Other Pension and Post Retirement Benefit Information In 2005, the Corporation placed a cap on the future annual benefit payable through the PRBP. This cap is equal to 120% of the 2005 annual benefit. H. Expected Contribution to be Paid in the Next Fiscal Year The 2017 expected contribution for the SERP I and SERP II is $259 thousand. I. Actuarial Losses As indicated in section C of this footnote, the Corporation’s pension plans had cumulative actuarial losses as of December 31, 2016 that will result in an increase in the Corporation’s future pension expense because such losses at each measurement date exceed 10% of the greater of the projected benefit obligation or the market-related value of the plan assets. In accordance with GAAP, net unrecognized gains or losses that exceed that threshold are required to be amortized over the expected service period of active employees, and are included as a component of net pension cost. Amortization of these net actuarial losses has the effect of increasing the Corporation’s pension costs as shown on the table in section D of this footnote. 103 Note 17 – Accumulated Other Comprehensive Loss The following table details the components of accumulated other comprehensive (loss) income for the twelve months ended December 31, 2016, 2015 and 2014: Net Change in Unrealized Gains on Available- for-Sale Investment Securities Net Change in Fair Value of Derivative Used for Cash Flow Hedge Net Change in Unfunded Pension Liability Accumulated Other Comprehensive Loss $ $ $ $ $ $ (857) $ 2,173 1,316 $ 1,316 $ (542) 774 $ 774 $ (2,005) (1,231) $ 743 $ (768) (25) $ (25) $ 25 — $ — $ — $ (5,451) $ (7,544) (12,995) $ (12,995) $ 11,809 (1,186) $ (1,186) $ 8 (1,178) $ (5,565) (6,139) (11,704) (11,704) 11,292 (412) (412) (1,997) (2,409) (dollars in thousands) Balance, December 31, 2013 Net change Balance, December 31, 2014 Balance, December 31, 2014 Net change Balance, December 31, 2015 Balance, December 31, 2015 Net change Balance, December 31, 2016 The following tables detail the amounts reclassified from each component of accumulated other comprehensive loss for the twelve month periods ended December 31, 2016, 2015 and 2014: Amount Reclassified from Accumulated Other Comprehensive Loss For The Twelve Months Ended December 31, 2015 2016 2014 Affected Income Statement Category Description of Accumulated Other Comprehensive Loss Component Net unrealized gain on investment securities available for sale: Realization of (loss) gain on sale of investment securities available for sale $ Less: income tax benefit (expense) Net of income tax Cash flow hedge: Realized loss on cash flow hedge Less: income tax benefit Net of income tax Unfunded pension liability: Amortization of net loss included in net periodic pension costs* Settlement of pension plan settlement Amortization of prior service cost included in net periodic pension costs* Gain on curtailment of SERP II $ $ $ $ (77 ) $ 27 (50 ) $ — $ — — 98 $ — — — 98 34 64 $ 931 $ (326) 605 $ (611) $ 214 (397) 2,013 $ 17,377 — — 19,390 6,787 12,603 $ Net gain (loss) on sale of available for sale investment securities Less: income tax benefit (expense) Net of income tax 471 (165) 306 — — — 419 — 14 — 433 152 281 Other operating expenses Less: income tax benefit Net of income tax Employee benefits Loss on pension plan settlement Employee benefits Net gain on curtailment of nonqualified pension plan Total expense before income tax benefit Less: income tax benefit Net of income tax *Accumulated other comprehensive loss components are included in the computation of net periodic pension cost. See Note 16 - Pension and Other Post-Retirement Benefit Plans. 104 Note 18 – Income Taxes A. Components of Net Deferred Tax Asset: (dollars in thousands) Deferred tax assets: Loan and lease loss reserve Other reserves Net operating loss carry-forward Alternative minimum tax credits Unrealized depreciation of available for sale securities Defined benefit plans Total deferred tax asset Deferred tax liabilities: Other reserves Originated MSRs Amortizing fair value adjustments Unrealized appreciation of available for sale securities Total deferred tax liability Total net deferred tax asset December 31, 2016 2015 $ $ 6,492 $ 3,611 471 567 663 2,068 13,872 52 1,969 1,336 — 3,357 10,515 $ 5,872 5,509 927 567 — 1,851 14,726 461 1,800 911 417 3,589 11,137 Not included in the table above is a $157 thousand deferred tax asset for state taxes related to net operating losses of our leasing subsidiary as of December 31, 2016, for which we have recorded a 100% valuation allowance. These state net operating losses will expire between 2023 and 2035. As a result of the CBH Merger, deferred tax assets were increased by $7.2 million related to purchase accounting adjustments and net deferred tax assets carried over from CBH. B. The provision (benefit) for income taxes consists of the following: (dollars in thousands) Current Deferred Total 2016 2015 2014 $ $ 16,492 $ 1,676 18,168 $ 12,006 $ (2,834 ) 9,172 $ 12,655 2,350 15,005 C. Applicable income taxes differed from the amount derived by applying the statutory federal tax rate to income as follows: 2016 (dollars in thousands) Computed tax expense at statutory federal rate $ 18,972 (758) Tax-exempt income 425 State tax (net of federal tax benefit) — Non-deductible merger expense (565) Excess tax benefit – stock based compensation Other, net 94 $ 18,168 Total income tax expense Tax Rate 2015 Tax Rate 2014 Tax Rate 35.0% $ (1.4) 0.8 — (1.0) 0.1 33.5% $ 9,074 (622) 299 105 — 316 9,172 35.0% $ (2.4) 1.2 0.4 — 1.2 35.4% $ 14,997 (401) 215 105 — 89 15,005 35.0% (0.9) 0.5 0.2 — 0.2 35.0% D. Other Income Tax Information In accordance with the provisions of ASC 740, “Accounting for Uncertainty in Income Taxes”, the Corporation recognizes the financial statement benefit of a tax position only after determining that the Corporation would more likely than not sustain the position following an examination. For tax positions meeting the more-likely-than-not threshold, the amount recognized in the financial statements is the largest benefit that has a greater than 50 percent likelihood of being realized upon settlement with the relevant tax authority. The Corporation applied these criteria to tax positions for which the statute of limitations remained open. 105 There were no reserves for uncertain tax positions recorded during the twelve months ended December 31, 2016, 2015 or 2014. The Corporation is subject to income taxes in the U.S. federal jurisdiction, and in multiple state jurisdictions. The Corporation is no longer subject to U.S. federal income tax examination by tax authorities for the years before 2013. The Corporation’s policy is to record interest and penalties on uncertain tax positions as income tax expense. No interest or penalties were accrued in 2016. As of December 31, 2016, the Corporation has net operating loss carry-forwards for federal income tax purposes of $1.3 million, related to the FKF merger, which are available to offset future federal taxable income through 2030. In addition, the Corporation has alternative minimum tax credits of $567 thousand, which are available to reduce future federal regular income taxes over an indefinite period. The Corporation has determined that it is more likely than not that the results of future operations will generate sufficient taxable income to realize the deferred tax asset related to these amounts. As a result of the July 1, 2010 merger with FKF, the Corporation succeeded to certain tax bad debt reserves that existed at FKF as of June 30, 2010. As of December 31, 2016, the Corporation had unrecognized deferred income taxes of $2.5 million with respect to these reserves. These reserves could be recognized as taxable income and create a current and/or deferred tax liability at the income tax rates then in effect if one of the following conditions occurs: (1) the Bank’s retained earnings represented by this reserve are used for distributions, in liquidation, or for any other purpose other than to absorb losses from bad debts; (2) the Bank fails to qualify as a bank, as provided by the Internal Revenue Code; or (3) there is a change in federal tax law. Note 19 - Stock –Based Compensation A. General Information The Corporation permits the issuance of stock options, dividend equivalents, performance stock awards, stock appreciation rights and restricted stock awards to employees and directors of the Corporation under several plans. The performance awards and restricted awards may be in the form of stock awards or stock units. Stock awards and stock units differ in that for a stock award, shares of restricted stock are issued in the name of the grantee, whereas a stock unit constitutes a promise to issue shares of stock upon vesting. The accounting for awards and units is identical. The terms and conditions of awards under the plans are determined by the Corporation’s Compensation Committee. Prior to April 25, 2007, all shares authorized for grant as stock-based compensation were limited to grants of stock options. On April 25, 2007, the shareholders approved the Corporation’s “2007 Long-Term Incentive Plan” (the “2007 LTIP”) under which a total of 428,996 shares of the Corporation’s common stock were made available for award grants. On April 28, 2010, the shareholders approved the Corporation’s “2010 Long Term Incentive Plan” (the “2010 LTIP”) under which a total of 445,002 shares of the Corporation’s common stock were made available for award grants. In addition to the shareholder-approved plans mentioned in the preceding paragraph, the Corporation periodically authorizes grants of stock-based compensation as inducement awards to new employees. This type of award does not require shareholder approval in accordance with Rule 5635(c)(4) of the Nasdaq listing rules. RSAs and RSUs have a restriction based on the passage of time. The grant date fair value of the RSAs and RSUs is based on the closing price on the date of the grant. PSAs and PSUs have a restriction based on the passage of time and also have a restriction based on a performance criteria. The performance criteria may be a market-based criteria measured by the Corporation’s total shareholder return (“TSR”) relative to the performance of the community bank index for the respective period. The fair value of the PSAs and PSUs based on the Corporation’s TSR relative to the performance of the community bank index is calculated using the Monte Carlo Simulation method. The performance criteria may also be based on a non-market-based criteria such as return on average equity. The grant date fair value of these PSUs and PSAs is based on the closing price of the Corporation’s stock on the date of the grant. PSU and PSA grants may have a vesting percent ranging from 0% to 150%. 106 The following table summarizes the remaining shares authorized to be granted for options, RSAs and PSAs: Balance, December 31, 2013 Shares authorized for grant under non-shareholder approved plans Grants of RSUs Grants of PSUs Expiration of unexercised options Forfeitures of RSAs and RSUs Forfeitures of PSAs and PSUs Balance, December 31, 2014 Shares authorized for grant under shareholder approved plans Grants of RSUs Grants of PSUs Expiration of unexercised options Non-vesting PSAs* Forfeitures of PSAs and PSUs Balance, December 31, 2015 Grants of RSUs Grants of PSUs Expiration of unexercised options Non-vesting PSUs* Forfeitures of PSUs Forfeitures of RSUs Balance, December 31, 2016 Shares Authorized for Grant 216,905 47,368 (16,456) (71,184) 1,750 2,560 1,900 182,843 500,000 (24,514) (92,474) 3,180 25,929 22,801 617,765 (33,142) (45,346) — 10,088 2,344 1,250 552,959 * Non-vesting PSAs and PSUs represent awards that did not meet their performance criteria, were cancelled and are available for future grant. B. Fair Value of Options Granted In connection with the CBH Merger, 181,256 fully vested options, with a value of $2.3 million which had been granted to former CBH employees and directors, were assumed by the Corporation. No other stock options were granted or assumed during the twelve month periods ended December 31, 2016, 2015 and 2014. C. Other Stock Option Information – The following table provides information about options outstanding: 2016 For the Twelve Months Ended December 31, 2015 2014 Weighted Average Exercise Price Shares Weighted Average Grant Date Fair Value Weighted Average Grant Date Fair Value Weighted Average Exercise Price Shares Shares Weighted Average Grant Date Fair Value Weighted Average Exercise Price Options outstanding, beginning of period Granted Assumed in the CBH 290,853 $ — 20.88 $ — 4.85 447,966 $ — $ — 20.94 $ — $ 4.75 591,086 $ — $ — 20.73 $ — $ Merger Expired Exercised Options outstanding, end — — (105,830) $ — — 20.61 — 181,256 $ (3,180) $ — 7.32 (335,189) $ 17.73 $ 21.33 $ 19.25 $ — $ — 4.84 (1,750) $ 4.62 (141,370) $ — $ 22.31 $ 20.06 $ 4.70 — — 4.99 4.51 of period 185,023 21.04 4.88 290,853 $ 20.88 $ 4.85 447,966 $ 20.94 $ 4.75 107 The following table provides information related to options as of December 31, 2016: Options Outstanding Range of Exercise Prices $10.36 to $17.15 $17.16 to $18.30 $18.31 to $20.17 $20.18 to $22.64 $22.65 to $23.78 $23.79 to $24.27 Remaining Contractual Life (in years) Options Outstanding 1,383 87,725 563 23,500 338 71,514 185,023 Shares Exercisable 1,383 87,725 563 23,500 338 71,514 185,023 2.21 2.64 7.05 0.66 0.96 1.63 2.00 Options Exercisable Remaining Contractual Life (in years) Weighted Average Exercise Price* 2.21 $ 2.64 $ 7.05 $ 0.66 $ 0.96 $ 1.63 $ 2.00 $ 12.58 18.27 18.33 22.00 23.28 24.27 21.03 *price of exercisable options The following table provides information about unvested options: For the Twelve Months Ended December 31, 2015 2016 2014 Weighted Average Grant Date Fair Value Shares Weighted Average Grant Date Fair Value Shares Weighted Average Grant Date Fair Value Shares Unvested options, beginning of period Granted Assumed in CBH Merger Vested Forfeited Unvested options, end of period — $ — $ — $ — $ — $ — $ — — — — — — — $ — $ 181,256 $ (181,256) $ — $ — $ — — 12.94 12.94 — — 30,146 $ — $ — $ (30,146) $ — $ — $ 4.42 — — 4.42 — — Proceeds, related tax benefits realized from options exercised and intrinsic value of options exercised were as follows: (dollars in thousands) Proceeds from strike price of value of options exercised Related tax benefit recognized Proceeds of options exercised Intrinsic value of options exercised For the Twelve Months Ended December 31, 2016 2015 2014 $ $ $ 2,181 $ 256 2,437 $ 6,452 $ 515 6,967 $ 1,125 $ 3,615 $ 2,836 378 3,214 1,288 The following table provides information about options outstanding and exercisable options: 2015 As of December 31, 2014 2013 Number Weighted average exercise price $ Aggregate intrinsic value Weighted average contractual Exercisable Options Options Outstanding 185,023 21.03 $ 447,966 20.94 $ 3,907,758 $ 3,907,758 $ 2,280,288 $ 2,280,288 $ 4,640,917 $ 4,640,917 290,853 20.88 $ 185,023 21.03 $ Exercisable Options Options Outstanding 290,853 20.88 $ Options Outstanding 447,966 20.94 $ Exercisable Options term (in years) 2.0 2.0 2.9 2.9 2.7 2.7 As of December 31, 2016, all compensation expense related to stock options has been recognized. 108 D. Restricted Stock and Performance Stock Awards and Units The Corporation has granted RSAs, RSUs, PSAs and PSUs under the 2007 LTIP and 2010 LTIP and in accordance with Rule 5635(c)(4) of the Nasdaq listing standards. RSAs and RSUs The compensation expense for the RSAs is measured based on the market price of the stock on the day prior to the grant date and is recognized on a straight line basis over the vesting period. For the twelve months ended December 31, 2016, the Corporation recognized $590 thousand of expense related to the Corporation’s RSAs and RSUs. As of December 31, 2016, there was $1.2 million of unrecognized compensation cost related to RSAs and RSUs. This cost will be recognized over a weighted average period of 2.2 years. The following table details the RSAs for the twelve month periods ended December 31, 2016, 2015 and 2014: Twelve Months Ended December 31, 2016 Twelve Months Ended December 31, 2015 Twelve Months Ended December 31,2014 Number of Shares Number of Shares Number of Shares Weighted Average Grant Date Fair Value 28.58 29.67 27.14 29.12 29.57 42,802 $ 33,142 $ (15,832) $ (1,250) $ 58,862 $ Weighted Average Grant Date Fair Value 23.17 29.83 20.73 — 28.58 Weighted Average Grant Date Fair Value 19.36 28.88 18.21 21.48 23.17 54,156 $ 16,456 $ (21,771) $ (2,560) $ 46,281 $ 46,281 $ 24,514 $ (27,993) $ — $ 42,802 $ Beginning balance Granted Vested Forfeited Ending balance PSAs and PSUs The compensation expense for PSAs and PSUs is measured based on their grant date fair value as calculated using the Monte Carlo Simulation and is recognized on a straight-line basis over the vesting period. For the twelve months ended December 31, 2015, there were two separate grants of PSUs. The grant date fair value of each grant was determined independently using the Monte Carlo Simulation. Assumptions used in the Monte Carlo Simulation for the grant of 23,675 PSUs, whose performance is based on TSR, in August 2016, included expected volatility of 21.87% a risk free rate of interest of 0.82% and a correlation co-efficient of 0.4505. The Corporation recognized $1.1 million of expense related to the PSUs for the twelve months ended December 31, 2016. As of December 31, 2016, there was $2.0 million of unrecognized compensation cost related to PSUs. This cost will be recognized over a weighted average period of 2.0 years. 109 The following table details the PSAs and PSUs for the twelve month periods ending December 31, 2016, 2015 and 2014: Twelve Months Ended December 31, 2016 Twelve Months Ended December 31, 2015 Twelve Months Ended December 31, 2014 Number of Shares Weighted Average Grant Date Fair Value 15.07 28.34 13.38 13.38 15.37 18.77 Number of Shares 217,318 $ 92,474 $ (44,242) $ (25,929) $ (22,801) $ 216,820 $ Weighted Average Grant Date Fair Value 13.41 16.42 11.80 11.80 14.75 15.07 Number of Shares 204,980 $ 71,184 $ (56,946) $ — $ (1,900) $ 217,318 $ Weighted Average Grant Date Fair Value 11.90 15.05 10.07 — 12.32 13.41 216,820 $ 45,346 $ (56,890) $ (10,088) $ (2,344) $ 192,844 $ Beginning balance Granted Vested Non-vesting* Forfeited Ending balance __________________________ * Non-vesting PSAs represent PSAs that did not meet their performance criteria, and were therefore cancelled. The associated expense, however, was incurred over the vesting period. Note 20 - Earnings per Share The calculation of basic earnings per share and diluted earnings per share is presented below: (dollars in thousands, except per share data) Numerator - Net income available to common shareholders Denominator for basic earnings per share – Weighted average shares outstanding* Effect of dilutive potential common shares Denominator for diluted earnings per share – Adjusted weighted average shares outstanding Basic earnings per share Diluted earnings per share Antidilutive shares excluded from computation of average dilutive $ $ earnings per share *excludes restricted stock Year Ended December 31, 2015 2016 2014 $ 36,036 $ 16,754 $ 27,843 16,859,623 168,499 17,488,325 267,996 13,566,239 294,801 17,028,122 2.14 $ 2.12 $ 17,756,321 0.96 $ 0.94 $ 13,861,040 2.05 2.01 — — — All weighted average shares, actual shares and per share information in the financial statements have been adjusted retroactively for the effect of stock dividends and splits. See Note 1-Q – “Summary of Significant Accounting Policies: Earnings per Common Share” for a discussion on the calculation of earnings per share. Note 21 - Other Operating Income Components of other operating income for the indicated years ended December 31 include: (dollars in thousands) Merchant interchange fees Bank owned life insurance income Commissions and fees Safe deposit box rentals Other investment income Rent income Miscellaneous other income Other operating income 2016 2015 2014 $ $ 1,381 $ 908 673 382 223 163 1,138 4,868 $ 1,238 $ 783 867 384 248 175 1,154 4,849 $ 934 315 637 389 142 164 502 3,083 110 Note 22 - Other Operating Expense Components of other operating expense for the indicated years ended December 31 include: (dollars in thousands) Telephone and data lines FDIC insurance Temporary help and recruiting Loan processing Debt prepayment penalty Travel and entertainment Insurance MSR amortization and impairment Stationary and supplies Director fees Postage Outsourced services Contributions Dues and subscriptions Portfolio maintenance Other taxes Deferred compensation expense Miscellaneous other expense Other operating expense Note 23 - Related Party Transactions 2016 2015 2014 $ $ 1,620 $ 1,616 1,522 164 — 894 788 881 518 566 551 569 957 456 391 45 664 1,505 13,707 $ 1,704 $ 1,447 1,362 1,285 1,131 868 770 660 623 568 540 508 468 441 385 80 15 1,643 14,498 $ 1,332 1,046 1,171 723 526 725 759 532 445 443 471 432 403 368 389 51 266 1,490 11,572 In the ordinary course of business, the Bank granted loans to principal officers, directors and their affiliates. Loan activity during 2016 and 2015 was as follows: (dollars in thousands) Loan balances, beginning of year Additions Amounts collected Loan balances as end of year 2016 2015 11,386 $ 1,227 (889 ) 11,724 $ 2,874 9,115 (603) 11,386 $ $ Related party deposits amounted to $6.0 million and $3.6 million at December 31, 2016 and 2015, respectively. Note 24 - Financial Instruments with Off-Balance Sheet Risk, Contingencies and Concentration of Credit Risk Off-Balance Sheet Risk The Corporation is a party to financial instruments with off-balance sheet risk in the normal course of business to meet the financing needs of its customers. These financial instruments include commitments to extend credit and standby letters of credit. Those instruments involve, to varying degrees, elements of credit risk in excess of the amount recognized in the consolidated statements of financial condition. The contractual amounts of those instruments reflect the extent of involvement the Corporation has in particular classes of financial instruments. The Corporation’s exposure to credit loss in the event of nonperformance by the counterparty to the financial instrument of commitments to extend credit and standby letters of credit is represented by the contractual amount of those instruments. The Corporation uses the same credit policies in making commitments and conditional obligations as it does for on-balance sheet financial instruments. Commitments to extend credit, which include unused lines of credit and unfunded commitments to originate loans, are agreements to lend to a customer as long as there is no violation of any condition established in the agreement. Commitments generally have fixed expiration dates or other termination clauses and may require payment of a fee. Some of the commitments are expected to expire without being drawn upon, and the total commitment amounts do not necessarily represent future cash requirements. Total commitments to extend credit at December 31, 2016 were 111 $675.4 million. The Corporation evaluates each customer’s creditworthiness on a case-by-case basis. The amount of collateral obtained, if deemed necessary by the Corporation upon extension of credit, is based on a credit evaluation of the counterparty. Collateral varies but may include accounts receivable, marketable securities, inventory, property, plant and equipment, residential real estate, and income-producing commercial properties. Standby letters of credit are conditional commitments issued by the Bank to a customer for a third party. Such standby letters of credits are issued to support private borrowing arrangements. The credit risk involved in issuing standby letters of credit is similar to that involved in extending loan facilities to customers. The collateral varies, but may include accounts receivable, marketable securities, inventory, property, plant and equipment, and residential real estate for those commitments for which collateral is deemed necessary. The Corporation’s obligation under standby letters of credit as of December 31, 2016 was $12.7 million. There were no outstanding bankers’ acceptances as of December 31, 2016. Contingencies Legal Matters In the ordinary course of business, the Corporation is subject to litigation, claims, and assessments that involve claims for monetary relief. Some of these are covered by insurance. Based upon information presently available to the Corporation and its counsel, it is the Corporation’s opinion that any legal and financial responsibility arising from such claims will not have a material, adverse effect on its results of operations, financial condition or capital. Indemnifications In general, the Corporation does not sell loans with recourse, except to the extent that it arises from standard loan-sale contract provisions. These provisions cover violations of representations and warranties and, under certain circumstances, first payment default by borrowers. These indemnifications may include the repurchase of loans by the Corporation, and are considered customary provisions in the secondary market for conforming mortgage loan sales. For the twelve months ended December 31, 2016, 2015 and 2014, there were no make-whole requests presented to or settled by the Corporation. As of December 31, 2016, there are no pending make-whole requests. Concentrations of Credit Risk The Corporation has a material portion of its loans in real estate-related loans. A predominant percentage of the Corporation’s real estate exposure, both commercial and residential, is in the Corporation’s primary trade area which includes portions of Delaware, Chester, Montgomery and Philadelphia counties in Southeastern Pennsylvania. The Corporation is aware of this concentration and attempts to mitigate this risk to the extent possible in many ways, including the underwriting and assessment of borrower’s capacity to repay. See Note 5 – “Loans and Leases” for additional information. As of December 31, 2016, the Corporation had no loans sold with recourse outstanding. Note 25 - Dividend Restrictions The Bank is subject to the Pennsylvania Banking Code of 1965 (the “Code”), as amended, and is restricted in the amount of dividends that can be paid to its sole shareholder, the Corporation. The Code restricts the payment of dividends by the Bank to the amount of its net income during the current calendar year and the retained net income of the prior two calendar years, unless the dividend has been approved by the Board of Governors of the Federal Reserve System. The Bank’s total retained net income for the combined two years ended December 31, 2015 and 2016 was $364 thousand. During the twelve months ended December 31, 2016, the Bank issued dividends to the Corporation totaling $16.0 million. Accordingly, the dividend payable by the Bank to the Corporation beginning on January 1, 2017 is limited to net income not yet earned in 2017 plus $364 thousand. The amount of dividends paid by the Bank may not exceed a level that reduces capital levels to below levels that would cause the Bank to be considered less than adequately capitalized as detailed in Note 26 – “Regulatory Capital Requirements”. 112 Note 26 - Regulatory Capital Requirements A. General Regulatory Capital Information Both the Corporation and the Bank are subject to various regulatory capital requirements, administered by the federal banking agencies. Failure to meet minimum capital requirements can initiate certain mandatory and possibly additional discretionary actions by regulators that, if taken, could have a direct material effect on the Corporation’s and the Bank’s financial statements. Under capital adequacy guidelines and the regulatory framework for prompt corrective action, the Corporation and the Bank must meet specific capital guidelines that involve quantitative measures of their assets, liabilities and certain off-balance-sheet items as calculated under regulatory accounting practices. The capital amounts and classifications are also subject to qualitative judgments by the regulators about components, risk weightings and other factors. Prompt corrective action provisions are not applicable to bank holding companies. Beginning in 2015, new regulatory capital reforms, known as Basel III, issued as part of the Dodd-Frank Act began to be phased in. For more information, refer to the “Other Information” section of Management’s Discussion and Analysis of Financial Condition and Results of Operations in this Annual Report on Form 10-K. B. S-3 Shelf Registration Statement and Offerings Thereunder In March 2015, the Corporation filed a shelf registration statement on Form S-3 (the “Shelf Registration Statement”) to replace its 2012 Shelf Registration Statement, which was set to expire in April 2015. The Shelf Registration Statement allows the Corporation to raise additional capital through offers and sales of registered securities consisting of common stock, debt securities, warrants to purchase common stock, stock purchase contracts and units or units consisting of any combination of the foregoing securities. Using the prospectus in the Shelf Registration Statement, together with applicable prospectus supplements, the Corporation may sell, from time to time, in one or more offerings, such securities in a dollar amount up to $200 million, in the aggregate. In addition, the Corporation has in place under its Shelf Registration Statement a Dividend Reinvestment and Stock Purchase Plan (the “Plan”), which allows it to issue up to 1,500,000 shares of registered common stock. The Plan allows for the grant of a request for waiver (“RFW”) above the Plan’s maximum investment of $120 thousand per account per year. An RFW is granted based on a variety of factors, including the Corporation’s current and projected capital needs, prevailing market prices of the Corporation’s common stock and general economic and market conditions. For the twelve months ended December 31, 2016, the Corporation did not issue any shares through the Plan. No RFWs were approved during the twelve months ended December 31, 2016. No other sales of securities were executed under the Shelf Registration Statement during the twelve months ended December 31, 2016. C. Shares Issued in Mergers and Acquisitions In connection with the acquisition of CBH, the Corporation issued 3,878,304 common shares, valued at $121.4 million, to former shareholders of CBH. These shares were registered on an S-4 registration statement filed by the Corporation in July 2014. D. Share Repurchases For the twelve month periods ended December 31, 2015 and 2016, the Corporation repurchased 862,500 shares and 286,700 shares of Corporation stock, respectively, through its announced repurchase programs. In addition, it is the Corporation’s practice to retire shares to its treasury account upon the vesting of stock awards to certain officers, in order to cover the statutory income tax withholdings related to such vesting. E. Regulatory Capital Ratios As set forth in the following table, quantitative measures have been established to ensure capital adequacy ratios required of both the Corporation and the Bank. Both the Corporation’s and the Bank’s Tier II capital ratios are calculated by adding back a portion of the loan loss reserve to the Tier I capital. As of December 31, 2016 and 2015, the Corporation and the Bank had met all capital adequacy requirements to which they were subject. Federal banking regulators have defined specific capital categories, and categories range from a best of “well capitalized” to a worst of “critically under- capitalized.” Both the Corporation and the Bank were classified as “well capitalized” as of December 31, 2016 and 2015. 113 The Corporation’s and the Bank’s capital amounts and ratios as of December 31, 2016 and 2015 are presented in the following table: (dollars in thousands) December 31, 2016 Total (Tier II) capital to risk weighted assets: Corporation Bank Tier I capital to risk weighted assets: Corporation Bank Tier I capital to average assets: Corporation Bank Common equity Tier I to risk weighted assets Corporation Bank December 31, 2015 Total (Tier II) capital to risk weighted assets: Corporation Bank Tier I capital to risk weighted assets: Corporation Bank Tier I capital to average assets: Corporation Bank Common equity Tier I to risk weighted assets Corporation Bank Actual Minimum to be Well Capitalized Amount Ratio Amount Ratio 318,191 287,897 12.35% $ 11.19% $ 257,651 257,179 10.00 % 10.00 % 270,845 270,083 10.51% $ 10.50% $ 206,121 205,743 8.00 % 8.00 % 270,845 270,083 8.73% $ 8.73% $ 201,546 201,189 6.50 % 6.50 % 270,845 270,083 10.51% $ 10.50% $ 128,826 128,589 5.00 % 5.00 % 302,236 257,716 12.61% $ 10.78% $ 239,680 239,069 10.00 % 10.00 % 256,900 241,859 10.72% $ 10.12% $ 191,716 191,193 8.00 % 8.00 % 256,900 241,859 9.02% $ 8.51% $ 185,127 184,734 6.50 % 6.50 % 256,900 241,859 10.72% $ 10.12% $ 119,823 119,496 5.00 % 5.00 % $ $ $ $ $ $ $ $ $ $ $ $ $ $ $ $ 114 Note 27 - Selected Quarterly Financial Data (Unaudited) 1st 2nd 3rd 2016 (dollars in thousands, except per share data) Interest income Interest expense Net interest income Provision for loan and lease losses Other income Other expense Income before income taxes Income taxes Net income Basic earnings per common share* Diluted earnings per common share* Dividend declared (dollars in thousands, except per share data) Interest income Interest expense Net interest income Provision for loan and lease losses Other income Other expense Income (loss) before income taxes Income taxes Net income (loss) Basic earnings (loss) per common share* Diluted earnings per common share* Dividend declared Quarter 28,269 $ 2,367 25,902 1,410 13,208 25,051 12,649 4,328 8,321 $ 0.49 $ 0.49 $ 0.20 $ Quarter Quarter 29,514 $ 2,797 26,717 1,412 13,892 25,477 13,720 4,346 9,374 $ 0.56 $ 0.55 $ 0.21 $ 29,286 $ 2,659 26,627 445 13,820 26,259 13,743 4,810 8,933 $ 0.53 $ 0.52 $ 0.20 $ 2015 1st 2nd 3rd Quarter 26,754 $ 1,959 24,795 569 14,765 27,429 11,562 4,068 7,494 $ 0.43 $ 0.42 $ 0.19 $ Quarter Quarter 26,993 $ 1,923 25,070 850 14,177 25,982 12,415 4,296 8,119 $ 0.46 $ 0.45 $ 0.19 $ 27,029 $ 2,196 24,833 1,200 13,350 25,403 11,580 4,084 7,496 $ 0.43 $ 0.42 $ 0.20 $ $ $ $ $ $ $ $ $ $ $ 4th Quarter 29,922 2,932 26,990 1,059 13,119 24,958 14,092 4,684 9,408 0.56 0.55 0.21 4th Quarter 27,766 2,337 25,429 1,777 13,668 46,951 (9,631) (3,276) (6,355) (0.37) (0.37) 0.20 *Earnings per share is computed independently for each period shown. As a result, the sum of the quarters may not equal the total earnings per share for the year. 115 Note 28 - Parent Company-Only Financial Statements The condensed financial statements of the Corporation (parent company only) are presented below. These statements should be read in conjunction with the Notes to the Consolidated Financial Statements. A. Condensed Balance Sheets (dollars in thousands) Assets: Cash Investment securities Investments in subsidiaries, as equity in net assets Premises and equipment, net Goodwill Other assets Total assets Liabilities and shareholders’ equity: Borrowings Subordinated notes Other liabilities Total liabilities $ $ $ $ Common stock, par value $1, authorized 100,000,000 shares issued 21,110,968 shares and 20,931,416 shares as of December 31, 2016 and 2015, respectively, and outstanding 16,939,715 shares and 17,071,523 shares as of December 31, 2016 and 2015, respectively $ Paid-in capital in excess of par value Less common stock in treasury, at cost – 4,171,253 shares and 3,859,893 shares as of December 31, 2016 and 2015, respectively Accumulated other comprehensive loss, net of deferred income taxes benefit Retained earnings Total shareholders’ equity Total liabilities and shareholders’ equity $ $ December 31, 2016 2015 23,663 $ 400 384,751 2,288 245 1,435 412,782 $ — $ 29,532 2,123 31,655 $ 21,111 $ 232,806 (66,950 ) (2,409 ) 196,569 381,127 $ 412,782 $ 37,992 404 354,148 2,386 245 1,704 396,879 — 29,479 1,689 31,168 20,931 228,814 (58,144) (412) 174,522 365,711 396,879 Twelve Months Ended December 31, 2015 2016 2014 $ $ 17,718 $ 2,714 20,432 2,443 17,989 17,600 35,589 (447) 36,036 $ 34,234 $ 2,128 36,362 2,140 34,222 (17,427 ) 16,795 41 16,754 $ 12,160 2,156 14,316 1,849 12,467 15,480 27,947 104 27,843 B. Condensed Statements of Income (dollars in thousands) Dividends from subsidiaries Interest and other income Total operating income Expenses Income before equity in undistributed income of subsidiaries Equity in undistributed income of subsidiaries Income before income taxes Income tax (benefit) expense Net income 116 C. Condensed Statements of Cash Flows (dollars in thousands) Operating activities: Net Income Adjustments to reconcile net income to net cash provided by operating activities: Equity in undistributed income of subsidiaries Depreciation and amortization Stock-based compensation cost Other, net Net cash provided by operating activities Investing Activities: Investment in subsidiaries Proceeds from sale investments Acquisitions, net of cash acquired Net cash (used in) provided by investing activities Financing activities: Dividends paid Change in other borrowings Proceeds from issuance of subordinated notes Net (purchase of) proceeds from sale of treasury stock for deferred compensation plans Net purchase of treasury stock through publicly announced plans Proceeds from issuance of common stock Payment of contingent consideration for business combinations Excess tax benefit from stock-based compensation Cash payments to taxing authorities on employees' behalf from shares withheld from stock-based compensation Proceeds from exercise of stock options Net cash used by financing activities Change in cash and cash equivalents Cash and cash equivalents at beginning of period Cash and cash equivalents at end of period Note 29 - Segment Information Twelve Months Ended December 31, 2015 2016 2014 $ 36,036 $ 16,754 $ 27,843 (17,600) 151 1,713 1,000 21,300 (15,000) — — (15,000) (13,961) — — (133) (7,971) — — — (745) 2,181 (20,629) (14,329) 37,992 23,663 $ 17,427 121 1,441 508 36,251 — 16 128 144 (13,837 ) — 29,456 (128 ) (26,418 ) 20 — 783 — 6,452 (3,672 ) 32,723 5,269 37,992 $ (15,480 ) 98 1,256 485 14,202 — — — — (10,189 ) (7,050 ) — 79 (947 ) 72 — 831 — 2,836 (14,368 ) (166 ) 5,435 5,269 $ FASB Codification 280 – “Segment Reporting” identifies operating segments as components of an enterprise which are evaluated regularly by the Corporation’s Chief Operating Decision Maker, our Chief Executive Officer, in deciding how to allocate resources and assess performance. The Corporation has applied the aggregation criterion set forth in this codification to the results of its operations. The Corporation’s Banking segment consists of commercial and retail banking. The Banking segment is evaluated as a single strategic unit which generates revenues from a variety of products and services. The Banking segment generates interest income from its lending (including leases) and investing activities and is dependent on the gathering of lower cost deposits from its branch network or borrowed funds from other sources for funding its loans, resulting in the generation of net interest income. The Banking segment also derives revenues from other sources including gains on the sale in available for sale investment securities, gains on the sale of residential mortgage loans, service charges on deposit accounts, cash sweep fees, overdraft fees, BOLI income and interchange revenue associated with its Visa Check Card offering. The Wealth Management segment has responsibility for a number of activities within the Corporation, including trust administration, other related fiduciary services, custody, investment management and advisory services, employee benefits and IRA administration, estate settlement, tax services and brokerage. Bryn Mawr Trust of Delaware and Lau Associates are included in the Wealth Management segment of the Corporation since they have similar economic characteristics, products and services to those of the Wealth Management Division of the Corporation. In addition, with the October 1, 2014 acquisition of PCPB and the April 1, 2015 acquisition of RJM, which was merged into PCPB, the Wealth 117 Management Division assumed responsibility for all insurance services of the Corporation. Prior to the PCPB and RJM acquisitions, the Bank’s previous insurance subsidiary, ICBM, was reported through the Banking segment. Any adjustments to prior year figures are immaterial and are not reflected in the table below. The accounting policies of the Corporation are applied by segment in the following tables. The segments are presented on a pre-tax basis. The following table details the Corporation’s segments: 2016 Wealth As of or for the Twelve Months Ended December 31, 2015 Wealth 2014 Wealth (dollars in thousands) Banking Management Consolidated Banking Management Consolidated Banking Management Consolidated Net interest income Less: loan loss provision Net interest income after loan loss provision Other income: Fees for wealth management services Service charges on deposit accounts Loan servicing and other fees Net gain on sale of loans Net gain (loss) on sale of available for sale securities Net gain (loss) on sale of other real $ 106,233 $ 4,326 3 $ — 106,236 4,326 $ 100,124 $ 4,396 3 $ — 100,127 4,396 $ 76,825 $ 884 3 $ — 76,828 884 101,907 3 101,910 95,728 3 95,731 75,941 3 75,944 — 2,791 1,939 3,119 36,690 — — — 36,690 2,791 1,939 3,119 — 2,927 2,087 3,022 36,894 — — — 36,894 2,927 2,087 3,022 — 2,578 1,755 1,772 36,774 — — — 36,774 2,578 1,755 1,772 (77) — (77) 931 — 931 471 — 471) estate owned Insurance commissions Other operating income Total other income (76) — 5,773 13,469 Other expenses: Salaries & wages Employee benefits Loss on pension plan settlement Occupancy and bank premises Amortization of other intangible assets Professional fees Other operating expenses Total other expenses Segment profit Intersegment (revenues) expenses* Pre-tax segment profit after 32,321 6,257 — 8,005 872 3,516 24,183 75,154 40,222 (396) — 3,722 158 40,570 15,090 3,291 — 1,606 2,626 143 3,835 26,591 13,982 396 (76) 3,722 5,931 54,039 123 — 6,082 15,172 47,411 9,548 — 9,611 3,498 3,659 30,391 7,298 17,377 8,662 1,172 3,227 28,018 32,150 100,277 101,745 54,204 10,623 (422) — — 3,745 149 40,788 14,184 2,907 — 1,643 2,655 126 3,973 25,488 15,303 422 123 3,745 6,231 55,960 175 — 3,419 10,170 44,575 10,205 17,377 10,305 3,827 3,353 36,123 125,765 25,926 — 24,612 4,306 — 5,753 276 2,923 20,457 58,327 27,784 (372) — 1,210 168 38,152 12,501 3,034 — 1,552 2,383 94 3,527 23,091 15,064 372 175) 1,210 3,587 48,322 37,113 7,340 — 7,305 2,659 3,017 23,984 81,418 42,848 — eliminations $ 39,826 $ 14,378 $ 54,204 $ 10,201 $ 15,725 $ 25,926 $ 27,412 $ 15,436 $ 42,848 % of segment pre-tax profit after eliminations 73.5% Segment assets (dollars in millions) $ 3,377.1 $ 26.5% 44.4 $ 100.0% 39.3% 3,421.5 $ 2,983.2 $ 60.7% 47.8 $ 100.0% 64.0% 3,031.0 $ 2,197.8 $ 36.0% 48.7 $ 100.0% 2,246.5 • Intersegment revenues consist of rental payments, deposit interest and management fees. Other segment information: Wealth Management Segment Information (dollars in millions) December 31, 2016 December 31, 2015 Assets under management, administration, supervision and brokerage $ 11,328.5 $ 8,364.8 Note 30 – Subsequent Events On January 30, 2017, the Corporation entered into a definitive Agreement and Plan of Merger to acquire Royal Bancshares of Pennsylvania, Inc. (“RBPI”), parent company of Royal Bank America (“RBA”), in a transaction with an aggregate value of $127.7 million (the “Acquisition”). In connection with the Acquisition, RBPI will merge with and into the Corporation and RBA will merge with and into the Bank. The Acquisition, which is expected to add approximately $602 million in loans and $630 million in deposits (based on unaudited December 31, 2016 financial information), strengthens the Corporation’s position as the largest community bank in Philadelphia’s western suburbs and, based on deposits, ranks it as the eighth largest community bank headquartered in Pennsylvania. The Acquisition, which will expand the Corporation's distribution network by providing entry into the new markets of New Jersey and Berks County, Pennsylvania, and a new physical presence in Philadelphia County, Pennsylvania is expected to close during the third quarter of 2017. 118 ITEM 9. CHANGE IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE None. ITEM 9A. CONTROLS AND PROCEDURES • Evaluation of Disclosure Controls and Procedures The Corporation carried out an evaluation, under the supervision and with the participation of the Corporation’s management, including the Corporation’s Chief Executive Officer, Francis J. Leto, and Chief Financial Officer, Michael W. Harrington, of the effectiveness of the Corporation’s disclosure controls and procedures (as such term is defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act) as of December 31, 2016 pursuant to Exchange Act Rule 13a-15. Based upon that evaluation, the Chief Executive Officer and Chief Financial Officer concluded that the Corporation’s disclosure controls and procedures as of December 31, 2016 are effective. • Changes in Internal Control over Financial Reporting There were no changes in the Corporation’s internal control over financial reporting during the fourth quarter of 2016 that have materially affected, or are reasonably likely to materially affect, the Corporation’s internal control over financial reporting. • Design and Evaluation of Internal Control Over Financial Reporting Pursuant to Section 404 of Sarbanes-Oxley, the following is a report of management’s assessment of the design and effectiveness of our internal controls for the fiscal year ended December 31, 2016, and a report from our independent registered public accounting firm attesting to the effectiveness of our internal controls: Management’s Report on Internal Control Over Financial Reporting The Corporation is responsible for the preparation, integrity, and fair presentation of the consolidated financial statements included in this Annual Report on Form 10-K. The consolidated financial statements and notes included in this Annual Report on Form 10-K have been prepared in conformity with United States generally accepted accounting principles and necessarily include some amounts that are based on Management’s best estimates and judgments. The Corporation’s Management is responsible for establishing and maintaining effective internal control over financial reporting that is designed to produce reliable financial statements in conformity with United States generally accepted accounting principles. Internal control over financial reporting includes those policies and procedures that pertain to the maintenance of records that in reasonable detail accurately and fairly reflect the transactions and dispositions of the assets of the Corporation; provide reasonable assurance that the transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles; provide a reasonable assurance that receipts and expenditures of the Corporation are only being made in accordance with authorizations of Management and directors of the Corporation; and provide a reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the Corporation’s assets that could have a material effect on the financial statements. The system of internal control over financial reporting as it relates to the financial statements is evaluated for effectiveness by Management and tested for reliability through a program of internal audits. Actions are taken to correct potential deficiencies as they are noted. Any system of internal control, no matter how well designed, has inherent limitations, including the possibility that a control can be circumvented or overridden and misstatements due to error or fraud may occur and not be detected. Also, because of changes in conditions, internal control effectiveness may vary over time. Accordingly, even an effective system of internal control will provide only reasonable assurance with respect to financial statement preparation. The Corporation’s management is responsible for establishing and maintaining adequate internal control over financial reporting, as such term is defined in Exchange Act Rule 13a-15(f). Management, including the Corporation’s Chief Executive Officer and Chief Financial Officer, assessed the Corporation’s system of internal control over financial reporting as of December 31, 2016, in relation to the criteria for effective control over financial reporting as described in “Internal Control – Integrated Framework,” issued by the Committee of Sponsoring Organizations of the Treadway 119 Commission (2013). Based on this assessment, Management concludes that, as of December 31, 2016, the Corporation’s system of internal control over financial reporting is effective. KPMG, LLP, which is the independent registered public accounting firm that audited the financial statements in this Annual Report on Form 10-K, has issued an attestation report on the Corporation’s internal control over financial reporting, which can be found under the heading “Report of Independent Registered Public Accounting Firm” at page 55, and is incorporated by reference herein. ITEM 9B. OTHER INFORMATION None. PART III ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE The information required for Item 10 is incorporated by reference to the sections titled “Our Board of Directors,” “Information About our Directors,” “Information About our Executive Officers,” “Corporate Governance,” “Audit Committee Report” and “Section 16(a) Beneficial Ownership Reporting Compliance” in the 2017 Proxy Statement. ITEM 11. EXECUTIVE COMPENSATION The information required for Item 11 is incorporated by reference to section titled “Director Compensation,” “Compensation Discussion and Analysis,” “Executive Compensation,” “Compensation Committee Report” and “Compensation Committee Interlocks and Insider Participation” in the 2017 Proxy Statement. ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT The information required for Item 12 is incorporated by reference to the section titled “Security Ownership of Certain Beneficial Owners and Management” and “Equity Compensation Plan Information” in the 2017 Proxy Statement. ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS The information required for Item 13 is incorporated by reference to sections titled “Transactions with Related Persons” and “Corporate Governance – Director Independence” in the 2017 Proxy Statement. ITEM 14. PRINCIPAL ACCOUNTING FEES AND SERVICES The information required for Item 14 is incorporated by reference to the section “Independent Registered Public Accounting Firm” in the 2017 Proxy Statement. 120 ITEM 15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES Item 15(a) (1 & 2) Financial Statements and Schedules PART IV The financial statements listed in the accompanying index to financial statements are filed as part of this Annual Report. Report of Independent Registered Public Accounting Firm ......................................................................................... Consolidated Balance Sheets ....................................................................................................................................... Consolidated Statements of Income ............................................................................................................................. Consolidated Statements of Comprehensive Income ................................................................................................... Consolidated Statements of Cash Flows ...................................................................................................................... Consolidated Statement of Changes in Shareholders’ Equity ...................................................................................... Notes to Consolidated Financial Statements ................................................................................................................ Page 55 56 57 58 59 60 61 Item 15(a) (3) and (b) — Exhibits Exhibit No. Description and References 2.1 Stock Purchase Agreement, dated as of February 18, 2011, by and between Bryn Mawr Bank Corporation and Hershey Trust Company, incorporated by reference to Exhibit 2.1 of the Corporation’s 8-K filed with SEC on February 18, 2011 2.2 Amendment to Stock Purchase Agreement, dated as of May 27, 2011, by and between Hershey Trust Company and Bryn Mawr Bank Corporation, incorporated by reference to Exhibit 2.2 of the Corporation’s 8- K filed with the SEC on May 27, 2011 2.3 Assignment and Assumption Agreement, dated as of May 27, 2011, by and between Hershey Trust Company and PWMG Bank Holding Company Trust, incorporated by reference to Exhibit 2.3 of the Corporation’s 8-K filed with the SEC on May 27, 2011 2.4 Stock Purchase Agreement, dated as of February 3, 2012, by and among Bryn Mawr Bank Corporation, Davidson Trust Company, Boston Private (PA) Corporation, Bruce K. Bauder, Ernest E. Cecilia, Joseph J. Costigan, William S. Covert, James M. Davidson, Steven R. Klammer, N. Ray Sague, Malcolm C. Wilson, Boston Private Financial Holdings, Inc., and Alvin A. Clay III, incorporated by reference to Exhibit 2. 1 of the Corporation’s 8-K filed with the SEC on February 7, 2012 2.5 Purchase and Assumption Agreement, dated as of April 27, 2012, by and between The Bryn Mawr Trust Company and First Bank of Delaware, incorporated by reference to Exhibit 2. 1 of the Corporation’s 8-K filed with the SEC on May 2, 2012 2.6 Amendment to Stock Purchase Agreement, dates as of May 15, 2012, by and among Bryn Mawr Bank Corporation, Davidson Trust Company, Boston Private (PA) Corporation, Bruce K. Bauder, Ernest E. Cecilia, Joseph J. Costigan, William S. Covert, James M. Davidson, Steven R. Klammer, N. Ray Sague, Malcolm C. Wilson, Boston Private Financial Holdings, Inc., and Alvin A. Clay III, incorporated by reference to Exhibit 2. 1 of the Corporation’s 8-K filed with the SEC on May 18, 2012 2.7 2.8 Amendment to Purchase and Assumption Agreement, dated as of October 12, 2012, by and between The Bryn Mawr Trust Company and First Bank of Delaware, incorporated by reference to Exhibit 2.1 of the Corporation’s 8-K filed with the SEC on October 18, 2012 Amendment to Purchase and Assumption Agreement, dated as of November 14, 2012, by and between The Bryn Mawr Trust Company and First Bank of Delaware, incorporated by reference to Exhibit 2.1 of the Corporation’s 8-K filed with the SEC on November 19, 2012 121 Exhibit No. Description and References 2.9 Agreement and Plan of Merger, dated as of May 5, 2014, by and between Bryn Mawr Bank Corporation and Continental Bank Holdings, Inc., incorporated by reference to Exhibit 2.1 to the Corporation’s Form 8-K filed with the SEC on May 5, 2014 2.10 Amendment to Agreement and Plan of Merger, dated as of October 23, 2014, between Bryn Mawr Bank Corporation and Continental Bank Holdings, Inc., incorporated by reference to Exhibit 2.1 to the Corporation’s Form 8-K filed with the SEC on October 23, 2014 2.11 Stock Purchase Agreement, dated as of August 21, 2014, by and among The Bryn Mawr Trust Company, Donald W. Parker, Edward F. Lee, and Powers Craft Parker & Beard, Inc., incorporated by reference to Exhibit 2.1 to the Corporation’s Form 10-Q filed with the SEC on November 7, 2014 2.12 Amendment to Stock Purchase Agreement, dated as of October 1, 2014, by and among The Bryn Mawr Trust Company, Donald W. Parker, Edward F. Lee, and Powers Craft Parker and Beard, Inc., incorporated by reference to Exhibit 2.1 to the Corporation’s Form 8-K filed with the SEC on October 3, 2014 2.13 Agreement and Plan of Merger, dated as of January 30, 2017, by and between Bryn Mawr Bank Corporation and Royal Bancshares of Pennsylvania, Inc., incorporated by reference to Exhibit 2.1 to the Corporation’s Form 8-K filed with the SEC on January 31, 2017 3.1 Amended and Restated By-Laws, effective November 20, 2007, incorporated by reference to Exhibit 3.2 of the Corporation’s Form 8-K filed with the SEC on November 21, 2007 3.2 Amended and Restated Articles of Incorporation, effective November 21, 2007, incorporated by reference to Exhibit 3.1 of the Corporation’s Form 8-K filed with the SEC on November 21, 2007 4.1 Amended and Restated By-Laws, effective November 20, 2007, incorporated by reference to Exhibit 3.2 of the Corporation’s Form 8-K filed with the SEC on November 21, 2007 4.2 Amended and Restated Articles of Incorporation, effective November 21, 2007, incorporated by reference to Exhibit 3.1 of the Corporation’s Form 8-K filed with the SEC on November 21, 2007 4.3 Subordinated Note Purchase Agreement dated July 30, 2008, incorporated by reference to Exhibit 4.4 of the Corporation’s 10-Q filed with SEC on November 10, 2008 4.4 Subordinated Note Purchase Agreement dated August 28, 2008, incorporated by reference to Exhibit 4.5 of the Corporation’s 10-Q filed with the SEC on November 10, 2008 4.5 Subordinated Note Purchase Agreement dated April 20, 2009, incorporated by reference to Exhibit 4.6 of the Corporation’s 10-Q filed with the SEC on August 7, 2009 4.6 4.7 4.8 Shareholder Rights Agreement, dated as of November 16, 2012, between Bryn Mawr Bank Corporation and Computershare Shareowner Services LLC, as Rights Agent, incorporated by reference to Exhibit 4.1 of the Corporation’s 8-K filed with the SEC on November 16, 2012 Indenture, dated August 6, 2015, by and between Bryn Mawr Bank Corporation and U.S. Bank National Association, as trustee, incorporated by reference to the Corporation’s Form 8-K filed with the SEC on August 7, 2015 Forms of 4.75% Subordinated Note due 2025 (included as Exhibit A-1 and Exhibit A-2 to the Indenture filed as Exhibit 4.1), incorporated by reference to the Corporation’s Form 8-K filed with the SEC on August 7, 2015 10.1* Amended and Restated Supplemental Employee Retirement Plan of the Bryn Mawr Bank Corporation, effective January 1, 1999, incorporated by reference to Exhibit 10.1 of the Corporation’s Form 10-K filed with the SEC on March 13, 2008 122 Exhibit No. Description and References 10.2** Form of Restricted Stock Agreement for Employees (Service/Performance Based) Subject to the 2010 Long Term Incentive Plan, incorporated by reference to Exhibit 10.3 of the Corporation’s Form 10-K filed with the SEC on March 16, 2011 10.3* Amended and Restated Deferred Bonus Plan for Executives of Bryn Mawr Bank Corporation, effective January 1, 2008 incorporated by reference to Exhibit 10.4 of the Corporation’s Form 10-K filed with the SEC on March 16, 2009 10.4* Amended and Restated Deferred Payment Plan for Directors of Bryn Mawr Bank Corporation, effective January 1, 2008 incorporated by reference to Exhibit 10.5 of the Corporation’s Form 10-K filed with the SEC on March 16, 2009 10.5* Amended and Restated Deferred Payment Plan for Directors of Bryn Mawr Trust Company, effective January 1, 2008 incorporated by reference to Exhibit 10.6 of the Corporation’s Form 10-K filed with the SEC on March 16, 2009 10.6* Employment Letter Agreement, dated as of April 25, 2014, between the Corporation and Francis J. Leto, incorporated by reference to Exhibit 10.1 to the Corporation’s Form 8-K filed with the SEC on April 25, 2014 10.7* Amendment to 2012 Restricted Stock Agreement, dated August 20, 2014, between Bryn Mawr Bank Corporation and Fredrick C. Peters, II, incorporated by reference to Exhibit 10.1 to the Corporation’s Form 8- K filed with the SEC on August 21, 2014 10.8* Amendment to 2013 Restricted Stock Unit Agreement, dated August 20, 2014, between Bryn Mawr Bank Corporation and Fredrick C. Peters, II, incorporated by reference to Exhibit 10.2 to the Corporation’s Form 8- K filed with the SEC on August 21, 2014 10.9** Bryn Mawr Bank Corporation 2004 Stock Option Plan, incorporated by reference to Appendix A of the Corporation’s Proxy Statement dated March 10, 2004 filed with the SEC on March 8, 2004 10.10* Executive Change-of-Control Amended and Restated Severance Agreement, dated May 21, 2004, between the Bryn Mawr Trust Company and Alison E. Gers, incorporated by reference to Exhibit 10.M of the Corporation’s Form 10-K filed with the SEC on March 15, 2007 10.11* Executive Change-of-Control Amended and Restated Severance Agreement, dated May 21, 2004, between the Bryn Mawr Trust Company and Joseph G. Keefer, incorporated by reference to Exhibit 10.N of the Corporation’s Form 10-K filed with the SEC on March 15, 2007 10.12* Form of Restricted Stock Unit Agreement for Executives (Time/Performance Based), filed herewith 10.13** Form of Key Employee Non-Qualified Stock Option Agreement, incorporated by reference to Exhibit 10.3 of the Corporation’s Form 10-Q filed with the SEC on May 10, 2005 10.14** Form of Non-Qualified Stock Option Agreement for Non-Employee Directors, incorporated by reference to Exhibit 10.2 of the Corporation’s Form 10-Q filed with the SEC on May 10, 2005 10.15** Form of Restricted Stock Unit Agreement for Employees (Service/Performance Based) – Multi-Year Vesting, incorporated by reference to Exhibit 10.1 to the Corporation’s Form 8-K filed with the SEC on September 17, 2014 10.16** 2007 Long Term Incentive Plan, effective April 25, 2007, incorporated by reference to Exhibit 10.1 of the Corporation’s Form 10-Q filed with the SEC May 10, 2007 10.17** Bryn Mawr Bank Corporation Supplemental Employee Retirement Plan for Select Executives, executed December 8, 2008, incorporated by reference to Exhibit 10.20 of the Corporation’s Form 10-K filed with the SEC on March 16, 2009 123 Exhibit No. Description and References 10.18 Form of Director Letter Agreement, incorporated by reference to Exhibit 10.2 to the Corporation’s Form 10- Q filed with the SEC on August 8, 2014 10.19* Executive Change-of-Control Amended and Restated Severance Agreement, dated November 2, 2009, between the Bryn Mawr Trust Company and Francis J. Leto, incorporated by reference to Exhibit 10.1 of the Corporation’s 8-K filed with the SEC on November 6, 2009 10.20** Bryn Mawr Bank Corporation Amended and Restated Dividend Reinvestment and Stock Purchase Plan with Request for Waiver Program, effective April 27, 2012, incorporated by reference to the prospectus supplement filed with the SEC on April 27, 2012 pursuant to Rule 424(b)(2) of the Securities Act 10.21** Bryn Mawr Bank Corporation 2010 Long-Term Incentive Plan, effective April 28, 2010, incorporated by reference to Exhibit 10.24 of the Corporation’s Form 10-Q filed with the SEC on May 10, 2010 10.22* Amended and Restated Transition, Consulting, Noncompetition and Retirement Agreement, dated November 25, 2008, by and among First Keystone Financial, Inc., First Keystone Bank and Donald S. Guthrie, as assumed by Bryn Mawr Bank Corporation and The Bryn Mawr Trust Company as of July 1, 2010, incorporated by reference to Exhibit 10.1 of the Corporation’s Form 8-K filed with the SEC on July 1, 2010 10.23** First Keystone Financial, Inc. Amended and Restated 1998 Stock Option Plan, as assumed by Bryn Mawr Bank Corporation, incorporated by reference to Exhibit 10.1 of the Corporation’s Post-Effective Amendment No.1 to Form S-4 on Form S-3, filed with the SEC on July 9, 2010 10.24* Executive Change-in-Control Severance Agreement, dated as of November 2, 2016, by and between The Bryn Mawr Trust Company and Harry R. Madeira, Jr., incorporated by reference to Exhibit 10.4 to the Corporation’s Form 10-Q filed with the SEC on November 4, 2016 10.25** Restricted Stock Agreement for Employees (Service/Performance Based) Subject to the 2010 Long Term Incentive Plan, dated as of January 10, 2011, for Francis J. Leto, incorporated by reference to Exhibit 10.30 of the Corporation’s Form 10-K filed with the SEC on March 16, 2011 10.26 Amendment No. 2 to Stock Purchase Agreement by and between PWMG Bank Holding Company Trust and Bryn Mawr Bank Corporation dated September 29, 2011, filed with the SEC on Form 8-K on October 4, 2011 10.27** 10.28** Form of Restricted Stock Agreement for Employees (Service/Performance Based) Subject to the 2010 Long Term Incentive Plan, incorporated by reference to Exhibit 10.32 of the Corporation’s Form 10-Q filed with the SEC on November 9, 2011 Form of Restricted Stock Agreement for Directors (Service/Performance Based) Subject to the 2010 Long Term Incentive Plan, incorporated by reference to Exhibit 10.33 of the Corporation’s Form 10-Q filed with the SEC on November 9, 2011 10.29* Amendment No. 1 to Amended and Restated Deferred Bonus Plan for Executives of Bryn Mawr Bank Corporation, effective as of January 1, 2013, incorporated by reference to Exhibit 10.29 of the Corporation’s Form 10-K filed with the SEC on March 15, 2013 10.30* Amendment No. 2 to Amended and Restated Deferred Bonus Plan for Executives of Bryn Mawr Bank Corporation, effective as of January 1, 2013, incorporated by reference to Exhibit 10.30 of the Corporation’s Form 10-K filed with the SEC on March 15, 2013 10.31* Form of Letter Agreement entered into with certain executive officers of the Corporation in connection with the curtailment of benefits under the Bryn Mawr Bank Corporation Supplemental Employee Retirement Plan for Select Executives, executed December 8, 2008 (SERP II), incorporated by reference to Exhibit 10.1 of the Corporation’s Form 8-K filed with the SEC on April 4, 2013 124 Exhibit No. Description and References 10.32* Bryn Mawr Bank Corporation Executive Deferred Compensation Plan, effective January 1, 2013, incorporated by reference to Exhibit 10.32 of the Corporation’s Form 10-K filed with the SEC on March 14, 2014 10.33* Retention Bonus Agreement, dated as of June 10, 2013, by and between The Bryn Mawr Trust Company and Francis J. Leto, incorporated by reference to Exhibit 10.1 of the Corporation’s Form 8-K filed with the SEC on June 14, 2013 10.34* Form of Restricted Stock Unit Agreement for Directors (Time/Performance Based), filed herewith 10.35** Form of Restricted Stock Unit Agreement for Employees (Service/Performance Based), incorporated by reference to Exhibit 10.4 to the Corporation’s Form 10-Q filed with the SEC on November 7, 2014 10.36** Form of Restricted Stock Unit Agreement for Directors (Service/Performance Based), incorporated by reference to Exhibit 10.5 to the Corporation’s Form 10-Q filed with the SEC on November 7, 2014 10.37** Form of Restricted Stock Unit Agreement – Inducement Grant, incorporated by reference to Exhibit 10.6 to the Corporation’s Form 10-Q filed with the SEC on November 7, 2014 10.38 Second Amended and Restated Dividend Reinvestment and Stock Purchase Plan, effective April 30, 2015, incorporated by reference to the Corporation’s prospectus supplement filed with the SEC on May 1, 2015 pursuant to Rule 424 (b) under the Securities Act of 1933, as amended 10.39 Letter Agreement and General Release, dated July 17, 2015, by and among Bryn Mawr Bank Corporation, The Bryn Mawr Trust Company and J. Duncan Smith, incorporated by reference to the Corporation’s Form 8- K filed with the SEC on July 17, 2015 10.40 Form of Subordinated Note Purchase Agreement, dated August 6, 2015, by and among Bryn Mawr Bank Corporation and the Purchasers identified therein, incorporated by reference to the Corporation’s Form 8-K filed with the SEC on August 7, 2015 10.41 Form of Registration Rights Agreement, dated August 6, 2015, by and among Bryn Mawr Bank Corporation and Purchasers identified therein, incorporated by reference to the Corporation’s Form 8-K filed with the SEC on August 7, 2015 10.42* Employment Letter Agreement, dated September 8, 2015, by and among Bryn Mawr Bank Corporation, The Bryn Mawr Trust Company and Michael W. Harrington, incorporated by reference to Exhibit 10.1 of the Corporation’s Form 8-K filed with the SEC on September 9, 2015 125 Exhibit No. Description and References 10.43* Executive Change-of-Control Severance Agreement, dated as of September 8, 2015, by and between The Bryn Mawr Trust Company and Michael W. Harrington, incorporated by reference to Exhibit 10.2 to the Corporation’s Form 8-K filed with the SEC on September 9, 2015 10.44 Amended and Restated Bryn Mawr Bank Corporation 2010 Long-Term Incentive Plan, effective April 30, 2015, incorporated by reference to Appendix A of the Corporation’s Proxy Statement on Definitive Schedule 14A filed with the SEC on March 20, 2015 10.45 Form of Restricted Stock Unit Agreement for Employees (Time-Based Cliff Vesting), incorporated by reference to Exhibit 10.2 to the Corporation’s Form 10-Q filed with the SEC on August 7, 2015 10.46 Continental Bank Holdings, Inc. Amended and Restated 2005 Stock Incentive Plan, incorporated by reference to Exhibit 4.3 of the Corporation’s Form S-8 filed with the SEC on January 22, 2015 10.47* Employment Letter Agreement, dated July 7, 2016, by and between The Bryn Mawr Trust Company and Denise Rinear, incorporated by reference to Exhibit 10.1 to the Corporation’s Form 10-Q filed with the SEC on November 4, 2016 10.48* Executive Change-in-Control Severance Agreement, dated as of August 1, 2016, by and between The Bryn Mawr Trust Company and Denise Rinear, incorporated by reference to Exhibit 10.2 to the Corporation’s 10-Q filed with the SEC on November 4, 2016 10.49* Employee Restrictive Covenant Agreement, dated August 1, 2016, by and between The Bryn Mawr Trust Company and Denise Rinear, incorporated by reference to Exhibit 10.3 to the Corporation’s 10-Q filed with the SEC on November 4, 2016 21.1 List of Subsidiaries, filed herewith 23.1 Consent of KPMG LLP, filed herewith 31.1 Certification of the Chief Executive Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002, filed herewith 31.2 Certification of the Chief Financial Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002, filed herewith 32.1 Certification of Chief Executive Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, filed herewith 32.2 Certification of Chief Financial Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, filed herewith 99.1 Corporation’s Proxy Statement for 2017 Annual Meeting to be held on April 20, 2017, expected to be filed with the SEC on or about March 10, 2017 126 Exhibit No. Description and References 101.INS XBRL Instance Document, filed herewith 101.SCH XBRL Taxonomy Extension Schema Document, filed herewith 101.CAL XBRL Taxonomy Extension Calculation Linkbase Document, filed herewith 101.DEF XBRL Taxonomy Extension Definition Linkbase Document, filed herewith 101.LAB XBRL Taxonomy Extension Label Linkbase Document, filed herewith 101.PRE XBRL Taxonomy Extension Presentation Linkbase Document, filed herewith ________________ * Management contract or compensatory plan arrangement. ** Shareholder approved compensatory plan pursuant to which the Registrant’s Common Stock may be issued to employees of the Corporation. Item 15(c) — Not Applicable 127 Pursuant to the requirements of section 13 or 15d of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, there unto duly authorized. SIGNATURES Bryn Mawr Bank Corporation By /s/ Michael W. Harrington Michael W. Harrington Chief Financial Officer Date: March 10, 2017 Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed by the following persons on behalf of the Corporation and in the capacities and on the date indicated. NAME TITLE DATE /s/ Britton H. Murdoch Britton H. Murdoch /s/ Francis J. Leto Francis J. Leto Chairman and Director March 10, 2017 President and Chief Executive Officer (Principal Executive Officer) and Director March 10, 2017 /s/ Michael W. Harrington Michael W. Harrington Chief Financial Officer (Principal Financial and Accounting Officer) March 10, 2017 /s/ Michael J. Clement Michael J. Clement /s/ Andrea F. Gilbert Andrea F. Gilbert /s/ Wendell F Holland Wendell F. Holland /s/ Scott M. Jenkins Scott M. Jenkins /s/ Jerry L. Johnson Jerry L. Johnson /s/ David E. Lees David E. Lees /s/ A. John May, III A. John May, III /s/ Lynn B. McKee Lynn B. McKee /s/ Frederick C. Peters II Frederick C. Peters Director Director Director Director Director Director Director Director Director 128 March 10, 2017 March 10, 2017 March 10, 2017 March 10, 2017 March 10, 2017 March 10, 2017 March 10, 2017 March 10, 2017 March 10, 2017 Exhibit No. Description and References EXHIBIT INDEX 10.12* 10.34* Form of Restricted Stock Unit Agreement for Executives (Time/Performance Based), filed herewith Form of Restricted Stock Unit Agreement for Directors (Time/Performance Based), filed herewith 21.1 List of Subsidiaries, filed herewith 23.1 Consent of KPMG LLP, filed herewith 31.1 Certification of the Chief Executive Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002, filed herewith 31.2 Certification of the Chief Financial Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002, filed herewith 32.1 Certification of Chief Executive Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, filed herewith 32.2 Certification of Chief Financial Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, filed herewith 99.1 Corporation’s Proxy Statement for 2017 Annual Meeting to be held on April 20, 2017, expected to be filed with the SEC on or about March 10, 2017, and incorporated herein by reference 101.INS XBRL Instance Document, filed herewith 101.SCH XBRL Taxonomy Extension Schema Document, filed herewith 101.CAL XBRL Taxonomy Extension Calculation Linkbase Document, filed herewith 101.DEF XBRL Taxonomy Extension Definition Linkbase Document, filed herewith 101.LAB XBRL Taxonomy Extension Label Linkbase Document, filed herewith 101.PRE XBRL Taxonomy Extension Presentation Linkbase Document, filed herewith 129 [This page intentionally left blank.]

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