Franklin Financial Services Corporation Annual Report 2016

Plain-text annual report

ANNUAL REPORT 2016 Focused on YOU Focused on YOU Delivering the right financial solutions … from people you trust. 8 Table of Contents Shareholder Letter ................................................................................................... 3 2016 Financials .........................................................................................................5 Consolidated Financial Highlights ...................................................................... 7 Antietam Humane Society Inc..............................................................................8 Board of Directors ....................................................................................................9 Chambers’ Apothecary ........................................................................................ 10 2016 Highlights .........................................................................................................11 Tapestry Technologies ..........................................................................................12 Army Heritage Center Foundation ....................................................................13 Our Management Team ........................................................................................14 DriveKore ...................................................................................................................15 Officers ...................................................................................................................... 16 Washington Township ........................................................................................... 19 Locations .................................................................................................................. 20 13 12 15 Pictured on the cover, top right: Washington Township (featured on page 19); bottom left: Chambers’ Apothecary (featured on page 10). Pictured above, top left: Antietam Humane Society Inc. (featured on page 8); top right: Army Heritage Center Foundation (featured on page 13); middle: DriveKore (featured on page 15); bottom: Tapestry Technologies (featured on page 12). ANNUAL REPORT 2016 1 Timothy (Tim) G. Henry, President and CEO Focused on INSIGHTS 2 ANNUAL REPORT 2016 Dear Fellow Shareholder: per share. While the total dividend payout compared to earnings was 43.6%, higher than the 2015 payout ratio, your Board of Directors and Management believed that the underlying core earnings supported the continued payout of the dividend that our Shareholders have come to expect. This is my first “annual shareholder letter,” and I was initially tempted to write it from the perspective of transitions, particularly as both Franklin Financial and our country have been through a leadership transition in the past year. Yet what is likely more important to you is not the change in leadership, but the continued focus on our Shareholders and customers that remained unaffected through the transition period. It is that focus that I will review for you in this letter. The dividend payout is further supported by the overall financial strength of your company as measured by our Total Risk Based Capital Ratio of 15.67% and our Leverage Capital Ratio of 10.11%. Together with the other key safety and soundness ratios, F&M Trust continues to be categorized as a “well-capitalized” bank by the Federal and State regulators. Remaining a well-capitalized bank is a primary goal of your Board and Management team. We all have a temptation to turn to the last page to see how the story ends, so I will tell you now. Franklin Financial earned $8,087,000 in 2016. This is similar to our earnings of $8,402,000 in 2014, but 20.7% less than our earnings of $10,204,000 in 2015. Despite the charge-off and write-down in 2016, the Allowance for Loan Losses ended the year at 1.24% of total loans, down slightly from 1.29% in 2015. At year-end 2016, Non-Accruing Loans dropped to $4,776,000 from $5,370,000 as of year-end 2015. The key differences between 2015 and 2016 were: 1. 2015 earnings were aided by a nonrecurring event that increased pre-tax Non-Interest Income by $899,000 and a reversal of $250,000 of the valuation allowance on the deferred tax asset. 2. 2016 earnings were negatively affected by two significant events: a $2,707,000 loan charge-off that resulted in a higher Provision for Loan Losses Expense and a $1,163,000 write- down in Other Real Estate Owned (OREO). Despite those events, Franklin Financial had a solid 2016 and continues to maintain a strong balance sheet and good earnings. As of December 31, 2016, Total Assets grew to $1,127,443,000, an increase of $92,148,000 (8.90%), and shareholder equity was $116,493,000, an increase of $5,117,000 (4.59%) when compared to 2015. Throughout 2016, your Board of Directors understood the reasons for the changes in the quarterly and annual earnings and recognized the underlying financial strength of your company. As a result, dividends paid to our Shareholders actually increased 10.8% in 2016 to $0.82 Assets continued to grow in 2016, which supported the increase in core earnings. Year-end total Net Loans climbed 14.4%, or $110,868,000, when compared to 2015. The growth came primarily in Commercial Loans, up $112,199,000 or 17.9%, as the Bank realized significant growth in both the Franklin County and Cumberland County and Capital Regions. The growth came as the result of developing significant new relationships in both markets as well as having the opportunity to support the continued growth of our existing customer relationships. The growth in loans was partially supported by a 6.9% growth in deposits that occurred across all markets. While deposits in higher rate certificates of deposits decreased during the year both money management and Non-Interest bearing demand deposits experienced strong growth. The growth in earning assets, coupled with low cost funding, produced a $2,713,000 (7.9%) increase in tax-equivalent Net Interest Income and an increase in the Net Interest Margin to 3.62% from 3.59% in 2015. Non-Interest Income for 2016 declined by $1,047,000 when compared to 2015. This decrease is primarily the result of the nonrecurring event in 2015 previously discussed. Non-Interest Expense increased $2,039,000 in 2016 when compared to 2015 due primarily to increases in salary and benefits expense and the previously mentioned OREO write-down. ANNUAL REPORT 2016 3 Focused on INSIGHTS cont. During 2016, F&M Trust began or continued several important initiatives that will bring long- term benefits. These initiatives include: 1. A Bank-wide effort across all platforms, including both sales and operational team members, to enhance teamwork throughout the Bank and improve service levels both with our external and internal customers. This should result in improved efficiencies and customer experiences in all areas of the Bank. 2. Continued modernization of our community offices, a concept that was successfully introduced at our Waynesboro Community Office in 2015. We will complete the transition of our Boiling Springs Community Office in the summer of 2017 and anticipate doing two more rollouts by the end of 2017 or first quarter 2018. 3. In 2016, we filled several key positions to improve our Investment & Trust Services team and both our Retail and Commercial Services teams in the Cumberland County and Capital Region markets. These markets and service lines are very important to us and success starts with having the right people. We feel good about our teams and feel we made great additions to the teams in 2016. 4. We continue to improve our social networks through enhanced focus on our website, Facebook and Twitter presence. Our efforts in 2016 are resulting in significant growth in online engagement with the Bank across all generational lines including millennials. Our online presence will continue to be an important focus for us as it is clear that our customer base has evolved to make online and mobile platforms one of their primary channels for engagement with the Bank. 4 ANNUAL REPORT 2016 On the national front, your Board of Directors and Management are focused on the changes that are occurring in Washington and what they may mean to us. While it is too early to discern the actual changes that may take effect, it is clear that there is a lot of anticipation in regards to banking regulations, including provisions of Dodd-Frank and corporate tax reform. Until changes are enacted, the Board and Management will stay focused on what is in effect, but we will also be preparing to take advantage of any future developments. F&M Trust’s performance, and the underlying balance sheet strength and earnings capability, along with the “Trump Effect,” has had a positive impact on the value of Franklin Financial’s common stock, which closed on December 31, 2016 at $28.60, an increase of $5.10 (21.7%) over the December 31, 2015 closing price. For this growth, we have again been recognized by the OTCQX as one of its “Top 50” companies. We appreciate the interest shown in Franklin Financial by our Shareholders, and we are pleased that you have been rewarded for your support through the appreciation in the value of the stock you hold. I believe the future looks very good for Franklin Financial and F&M Trust, and we look forward to continuing to successfully serve our clients and our communities. Thank you for your continued support. Sincerely, Timothy (Tim) G. Henry President and CEO Focused on STABILITY 2016 Financials TOTAL RETURN PERFORMANCE (as dollars) Franklin Financial Services Corporation NASDAQ Composite SNL Mid-Atlantic Bank SNL Mid-Atlantic Bank $1B -$2B $300 $250 $200 $150 $100 $50 ‘11 ‘12 ‘13 ‘14 ‘15 ‘16 NET INCOME (as dollars in millions) 10.20 8.40 8.09 6.23 5.37 REGULAR CASH DIVIDENDS PAID (as dollars per share) 0.78 0.68 0.68 0.82 0.74 ‘12 ‘13 ‘14 ‘15 ‘16 ‘12 ‘13 ‘14 ‘15 ‘16 ANNUAL REPORT 2016 5 2016 Financials cont. TOTAL DEPOSITS (as dollars in millions) NET LOANS (as dollars in millions) 982 919 874 846 881 883 772 743 714 717 ‘12 ‘13 ‘14 ‘15 ‘16 ‘12 ‘13 ‘14 ‘15 ‘16 TOTAL ASSETS (as dollars in millions) 1,127 1,027 985 1,001 1,035 RETURN ON AVERAGE ASSETS (as percentage values) 1.00 0.83 0.74 0.61 0.51 ‘12 ‘13 ‘14 ‘15 ‘16 ‘12 ‘13 ‘14 ‘15 ‘16 6 ANNUAL REPORT 2016 Consolidated Financial Highlights (dollars in thousands, except per share) PERFORMANCE MEASUREMENTS Net income Return on average assets Return on average equity Net interest margin SHAREHOLDERS’ VALUE (per common share) Diluted earnings per share Basic earnings per share Regular cash dividends paid Book value Market value Market value/book value ratio Price/earnings multiple Current dividend yield Dividend payout ratio BALANCE SHEET HIGHLIGHTS Total assets Investment securities Loans, net Deposits Shareholders’ equity SAFETY AND SOUNDNESS Risk-based capital ratio (Total) Leverage ratio (Tier 1) Common equity ratio (Tier 1) Nonperforming loans/gross loans Nonperforming assets/total assets Allowance for loan loss/loans Net charge-offs/average loans 2016 2015 $8,087 0.74% 7.04% 3.62% $1.88 1.88 0.82 26.99 28.60 105.97% 15.21 2.94% 43.56% $10,204 1.00% 9.52% 3.59% $2.40 2.40 0.74 26.05 23.50 90.21% 9.79 3.23% 30.76% $1,127,443 $1,035,295 143,875 882,798 982,120 116,493 15.67% 10.11% 14.41% 0.61% 0.92% 1.24% 0.33% 159,473 771,930 918,512 111,376 16.03% 10.38% 14.77% 0.73% 1.18% 1.29% 0.04% TRUST ASSETS UNDER MANAGEMENT (fair value) $622,630 $586,664 ANNUAL REPORT 2016 7 With F&M Trust, we don’t feel like just a number. They actually care about us and want to see us prosper.” Andrea Haugh, Executive Director Upper left: Andrea Haugh, Executive Director, Antietam Humane Society; and Matthew Berger, F&M Trust Investment & Trust Services, Franklin and Fulton/ Huntingdon County Market Manager F&M Trust Services: Investment and Trust Services Retail Services Focused on GROWTH Antietam Humane Society Inc. WAYNESBORO, PA For more than 15 years, Executive Director Andrea Haugh has been a champion for the Antietam Humane Society. Haugh, who served as a board member for 10 years prior to taking on the leadership role in 2012, is proud to help the one sector of the community that cannot speak up for themselves. “Animals truly rely on people to survive,” shared Haugh. Between sheltering and animal cruelty investigations, the Antietam Humane Society helped more than 2,200 animals in 2016. Additionally, both staff members, Haugh and Officer Mike Martin, serve as Humane Society Police Officers investigating reports of animal cruelty. Oftentimes, these situations are just a matter of proper education of animal owners. The team’s focus, first and foremost, is on education and helping owners understand how to care for their animals. Currently, the Antietam Humane Society is conducting a capital campaign to raise funds to build a new Adoption Center. The Adoption Center will create space for animals that are ready for adoption as well as a grooming center, spay/neuter clinic, community space for educational seminars and a small gift shop for pet owners. Partners since 2015, the Antietam Humane Society utilizes F&M Trust for all of their business banking needs, working closely with Matthew Berger, F&M Trust Investment & Trust Services Market Manager. “F&M Trust took the time to learn about our business and recommended services to help us prosper rather than just selling us the ‘product of the day,’” shared Haugh. “They provide insights about our investments to help them grow in the best possible way.” In the future, Antietam Humane Society will continue their relationship with F&M Trust to finance the new Adoption Center. 8 ANNUAL REPORT 2016 Focused on THE FUTURE Our Board of Directors Pictured from left. Timothy (Tim) G. Henry President and CEO G. Warren Elliott President, Cardinal Crossings, Inc., Former Franklin County Commissioner Martin R. Brown President, M. R. Brown Funeral Home, Inc. Gregory A. Duffey President, CFPM Division of Keller Stonebraker Insurance Daniel J. Fisher President and Chief Executive Officer, D. L. Martin Company Donald A. Fry President, Cumberland Valley Rental and Towne Cleaners; ANDOCO, Inc. Allan E. Jennings Jr. President, Jennings Chevrolet, Buick, GMC, Inc. Richard E. Jordan III Vice President, Smith Land & Improvement Corporation Stanley J. Kerlin Attorney, Law Office of Stanley J. Kerlin, LLC Patricia D. Lacy President and Director, Beistle Company Donald H. Mowery Chairman and CEO, R. S. Mowery & Sons, Inc. Martha B. Walker Partner, Walker, Connor & Spang, LLC FFSC Officers G. WARREN ELLIOTT Chairman of the Board MARK R. HOLLAR Treasurer and Chief Financial Officer JOYCE A. RILEY Assistant Corporate Secretary TIMOTHY (TIM) G. HENRY President and Chief Executive Officer AMANDA M. DUCEY Corporate Secretary ANNUAL REPORT 2016 9 Focused on CUSTOMER SERVICE Chambers’ Apothecary CHAMBERSBURG, PA When Chambers’ Apothecary opened in 2013, they wanted to go back to the roots of pharmaceutical care by assuming the role of caretaker of the community’s health and wellness. As advocates for a holistic approach to health and wellness, Chambers’ Apothecary blends traditional values and knowledge with the convenience of a modern- day pharmacy. Known for their exemplary customer service, many customers return to Chambers’ Apothecary time and again for pharmaceutical care, and to simply stop by for a “visit” and say hello. Rob Norris, PharmD, attributes their success to their focus on making their customers feel like family. “No matter who you are or where you come from, you are welcome at Chambers’ Apothecary,” said Norris. Partners since day one, Chambers’ Apothecary has enjoyed a familial relationship with F&M Trust and Phil Pantano, Commercial Services Relationship Manager. “Phil is so very easy to work with and is prompt and quick with follow-up,” said Norris. “I spend most of my time with customers and have limited time to focus on banking. Phil makes it easy for me and is someone you can always count on.” In 2017, Chambers’ Apothecary has plans to open a Holistic Treatment Center and Sterile Compounding Lab, allowing them to expand their services to the community by educating customers on total wellness and creating custom-mixed medicines. “We’ve been blessed to thrive in an industry that is tough and competitive. Part of that success is shared with F&M Trust,” said Norris. F&M Trust Services: Commercial Services Retail Services Upper right: Rob Norris, PharmD, Chambers’ Apothecary; Ben Stonesifer, RPh, Chambers’ Apothecary; Phil Pantano, F&M Trust Commercial Services Relationship Manager; David Shetter, RPh, Chambers’ Apothecary 10 ANNUAL REPORT 2016 The team at F&M Trust feels like family. We can always count on F&M to be there when we need them.” Rob Norris, PharmD Focused on COMMUNITY 2016 Highlights Franklin Financial Services Corporation and F&M Trust employees are focused on the communities where they live and work by assisting numerous nonprofit organizations through volunteering for community events or by serving as a member of the board. During the course of the year, employees volunteered more than 1,000 hours for over 50 local organizations and events such as serving as parking attendants for the Downtown Carlisle Association’s Ford Park & Party, and bagging groceries for those in need with Project Big Love in Mont Alto. In 2016, F&M Trust continued its long-time support of community library systems including the Fulton County Library in McConnellsburg and the Lilian S. Besore Memorial Library in Greencastle. The Bank also continued to provide significant monetary support of the American Literacy Corporation’s SuperReader Program Annual Library Tour to promote the importance of learning to elementary school students. $102,245 $231,654 Community Investment: GOODWILL ADVERTISING CHARITABLE DONATIONS Areas of Investment: Agriculture Education Health & Human Services Local Performing Arts & Music ANNUAL REPORT 2016 11 F&M Trust isn’t just our bank. They really are a part of our team.” Jim Govekar, CFO and Founder Upper left: Cindy Whitmer, CISO, Tapestry Technologies; Angie Fogelsonger, VP, Business Development, Tapestry Technologies; Jim Govekar, CFO/COO, Tapestry Technologies; Mary Cordell, Commercial Services Relationship Manager, F&M Trust; Jacquie Sipes, CEO, Tapestry Technologies; Eric Alleman, Community Office Manager, F&M Trust; Not pictured: Eric Mellott, Chief Technology Officer, Tapestry Technologies F&M Trust Services: Treasury Management Services Commercial Services Retail Services Focused on SECURITY Tapestry Technologies CHAMBERSBURG, PA Founded in 2005, Tapestry Technologies provides the Department of Defense (DoD) with professional services in the areas of cybersecurity, network and systems engineering, training and IT support. With more than 50 years of combined corporate Defense Information Systems Agency (DISA) experience, Tapestry Technologies brings a unique understanding of DoD cybersecurity culture, priorities, and the current technology environment to its customers. There are many reasons Tapestry Technologies’ CFO and Founder Jim Govekar can offer as key contributors to their exponential increases over the last three years. He shares that investment in a corporate research and development laboratory, focus on a niche market, and innovation have all been catalysts for growth. “All of these developments have helped the company grow,” shared Govekar. “But the number one reason we’ve enjoyed success is the strength and hard work of our team.” Noting the defense contract industry is highly competitive, Govekar and the entire leadership team focus on satisfaction and morale for employee retention. Named as a “best place to work” by peer groups and nationally-recognized programs, employees at Tapestry Technologies enjoy a robust benefits package, holiday parties, summer BBQs, company lunches and more. “The quality of life of our employees is just as important as our clients,” said Govekar. Working with Mary Cordell, Commercial Services Relationship Manager and Eric Alleman, Community Officer Manager, Tapestry Technologies began transitioning all of their business banking to F&M Trust in 2015. As an organization dedicated to cybersecurity, it was important to find a financial partner that offered products and services that met their security standards. “There are some features F&M Trust has that you just wouldn’t think a hometown bank would offer. That is really impressive,” said Govekar. “F&M Trust has our best interests in mind, and I can’t say that about all other financial organizations.” 12 ANNUAL REPORT 2016 We work with those organizations that support our mission, and F&M Trust has been a strong supporter of the Army Heritage Center Foundation since 2005.” Mike Perry, Executive Director Upper left: Mike Perry, Executive Director, Army Heritage Center Foundation; Dave Zimmerman, F&M Trust Commercial Services Relationship Manager Focused on HISTORY Army Heritage Center Foundation CARLISLE, PA The Army Heritage Center Foundation, in cooperation with the U.S. Army, is the lead agency supporting the development of the public components of the U.S. Army Heritage and Education Center (USAHEC). The Center, which opened in 2004, is dedicated to “Telling the Army Story … One Soldier at a Time.” The Foundation continues to seek funds to support the final phase of the Visitor and Education Center. This phase includes a grand commemorative hall, an interpretive gallery and two multipurpose rooms. This addition will enhance conferencing capabilities and support larger educational programs, veteran events and public programs. “As the percentage of our population involved in our Armed Services decreases, it is important to tell the stories of our Soldiers so the public understands and appreciates their service,” said Mike Perry, Executive Director. The 56-acre campus includes the Visitor and Education Center, which houses exhibits and galleries; Ridgway Hall, a research library and archives; the Army Heritage Trail, a mile-long walking trail containing nine interpretive areas for the display of large artifacts, period structures and living history programs; and a Conservation Center, a facility that preserves and conserves documents and artifacts. When the Center was in its infancy, F&M Trust provided critical financial support. That support led to the Foundation turning to F&M Trust and Dave Zimmerman, Commercial Services Relationship Manager, for financing needs. “The financial support we received from F&M Trust was an indicator of what type of institution they really are,” said Perry. “They proved they were a good community partner, so we trusted them with our needs.” F&M Trust Services: Construction Loans Commercial Services Retail Services ANNUAL REPORT 2016 13 Focused on LEADERSHIP Our Management Team Pictured from left to right: MATTHEW D. WEAVER Senior Vice President, Marketing and Corporate Communications Manager LISE M. SHEHAN, ESQ., CFIRS Senior Vice President, Investment & Trust Services Manager MARK R. HOLLAR Senior Vice President, Chief Financial Officer and Treasurer LORIE M. HECKMAN, CRCM Senior Vice President, Risk Management Officer, BSA/OFAC Officer TIMOTHY (TIM) G. HENRY President and Chief Executive Officer STEVEN D. BUTZ Senior Vice President, Commercial Services Market Manager PATRICIA A. HANKS Senior Vice President, Retail Services Market Manager RONALD L. CEKOVICH Senior Vice President, Technology Services Manager KAREN K. CARMACK, SHRM-SCP, SPHR Senior Vice President, Human Resources Manager, Affirmative Action and HIPAA Privacy Officer 14 ANNUAL REPORT 2016 Focused on RELATIONSHIPS DriveKore MECHANICSBURG, PA In business since 1965, DriveKore offers the largest stock inventory of construction tools and supplies in the Central Pennsylvania and Northern Maryland region. Pro-Cut Concrete Sawing & Drilling, a subsidiary of DriveKore, is a contracting firm, offering specialized cutting and drilling services, especially for road and bridge construction companies. The company’s philosophy is as well-established as their reputation: DriveKore customers are also friends. Every team member strives to meet or exceed expectations. “We understand customers do business with who they know, who they like and who they trust,” said Kevin Craig, President and CEO of DriveKore. “We do our best to be that kind of company for our customers.” DriveKore believes success is built on relationships and hosts fishing trips for their customers several times a year to get to know them individually. “It’s a really great way to understand our clients and connect with them on a personal level.” That personal trust and connection is what attracted Mr. Craig to F&M Trust. When DriveKore’s previous financial institution was slow to respond to a request for services, Mr. Craig turned to Steve Butz, Commercial Services Market Manager, and Matt Harshbarger, Commercial Services Relationship Manager at F&M Trust. Noting big banks are more formulaic and checklist-driven, Mr. Craig shared, “the team at F&M really tries to help make you more successful. They are warm, calm and relaxed – just like a friend.” In just a short time from Kevin’s initial conversation with F&M, DriveKore had a proposal for services; and, the loan closed very quickly. “We needed a bank that understood our needs,” said Mr. Craig. Within weeks, DriveKore had transitioned all of their business banking to F&M and plans to continue utilizing F&M for their needs. F&M Trust has exceeded every expectation. The transition to F&M was smooth and pain-free.” Kevin Craig, President and CEO Upper left: Luke Ufnar, Sales Manager, DriveKore; Timothy (Tim) G. Henry, President & CEO, F&M Trust; Kevin Craig, President & CEO, DriveKore; Steve Butz, Commercial Services Market Manager, F&M Trust; Don Davis, Purchasing Manager, DriveKore; Dennis Shifler, General Manager, Pro-Cut; Matt Harshbarger, Commercial Services Relationship Manager, F&M Trust F&M Trust Services: Commercial Services Treasury Management Services ANNUAL REPORT 2016 15 Our Officers Commercial Services STEVEN D. BUTZ Senior Vice President Commercial Services Market Manager MARY S. CORDELL Vice President Commercial Services Relationship Manager MATTHEW D. HARSHBARGER Vice President Commercial Services Relationship Manager MICHAEL S. METZ Vice President Commercial Services Relationship Manager PHILIP A. PANTANO Vice President Commercial Services Relationship Manager KATHERINE M. POWLEY Vice President Commercial Services Portfolio Manager KRISTI A. RAYKOS Vice President Commercial Services Relationship Manager BRIAN C. REIDELL Vice President Commercial Services Treasury Management Manager CYDNIE KELLY Treasury Management Relationship Manager DAVID P. ZIMMERMAN Vice President Commercial Services Relationship Manager DALLAS J. ZULLI, MBA Assistant Vice President Commercial Services Relationship Manager 16 ANNUAL REPORT 2016 JERAMY D. CULLER Business Banking Manager CHRISTOPHER J. FITTING Assistant Vice President Business Banker PATRICIA M. MURRAY Assistant Vice President Business Banker DONALD L. TREGO Assistant Vice President Business Banker MICHAEL N. SCUDDER Business Banker ERIC J. FLEMING Credit Department Manager KATHLEEN M. BLOSS Assistant Vice President Senior Credit Analyst MICHAEL R. COOK Credit Analyst JULIE A. POWELL Senior Credit Analyst MARIA S. SEABRA Senior Credit Analyst Finance MARK R. HOLLAR Senior Vice President Chief Financial Officer and Treasurer KIM A. BRANT Asset-Liability Analyst AMY B. HERROLD Controller Human Resources KAREN K. CARMACK, SHRM-SCP, SPHR Senior Vice President Human Resources Manager Affirmative Action and HIPAA Privacy Officer LEVI L. CROUSE, MBA, SHRM-CP Human Resources Officer MICHELE A. WILLIAMS Training & Development Officer CTA Certified Coach Investment & Trust Services LISE M. SHEHAN, ESQ., CFIRS Senior Vice President Investment and Trust Services Manager Executive TIMOTHY (TIM) G. HENRY President and Chief Executive Officer WARREN M. HURT Vice President Chief Investment Officer AMANDA M. DUCEY Corporate Secretary JOYCE A. RILEY Assistant Corporate Secretary Facilities TEX E. MILLER, JR. Facilities Manager MICHELL FRIESE Investment and Trust Service Support Specialist AVIS M. GRAHAM Assistant Vice President Investment and Trust Services Compliance Officer HEATHER C. HERSHEY Estate Administration Officer DAVID Y. LUO Investment Portfolio Manager ROBIN L. MURRAY Trust Operations Manager MATTHEW W. BERGER Investment and Trust Services Franklin and Fulton/Huntingdon County Market Manager CAROLE L. CRIST Vice President Investment and Trust Services Relationship Manager RONALD R. FROESCHLE Vice President Employee Benefits Officer JAMES P. PROBST Vice President Investment and Trust Services Relationship Manager DIANA L. SPONSELLER Vice President Investment and Trust Services Relationship Manager DENNIS L. WILSON Vice President Investment and Trust Services Relationship Manager HAMMOND URNER Investment and Trust Services Relationship Manager JEFFREY A. PETERSON Investment and Trust Services Assistant Relationship Manager BRUCE A. SMITH Investment and Trust Services Cumberland County Market Manager ANDREW M. OTTO Assistant Vice President Investment and Trust Services Relationship Manager Marketing MATTHEW D. WEAVER Senior Vice President Marketing and Corporate Communications Manager MELISSA D. MILLER Assistant Vice President Marketing Officer JILL M. REDDECLIFF Marketing Analyst Retail Services PATRICIA A. HANKS Senior Vice President Retail Services Market Manager Consumer Lending JARED M. LEONARD Assistant Vice President Consumer and Residential Mortgage Lending Manager CATHY S. GOODHART Residential Mortgage Lending Officer TIMOTHY A. RARICK Consumer Lending Officer DAVID R. WINTERS Consumer Lending Officer Chambersburg Market Lincoln Way East LISA A. HOGUE Financial Services Officer Manager Memorial Square KRISTA D. MURR Financial Services Officer Manager MARISOL FELICIANO Assistant Financial Services Officer Assistant Manager Norland Avenue SHAUN M. YOUNG Assistant Vice President Manager Penn Hall/Menno Village BARBARA A. SEYLAR Financial Services Officer Manager Philadelphia Avenue ERIC L. ALLEMAN Financial Services Officer Manager Orchard Park DANA L. KAISER-BRECHBIEL Financial Services Officer Manager West Side MEGHAN N. HEEBNER Financial Services Officer Manager Cumberland County Market PAULO M. OLIVEIRA Cumberland County/Capital Region Market Manager Camp Hill & Mechanicsburg CORY C. SCHAFFER, SR. Financial Services Officer Manager Camp Hill RONY REFAT Assistant Financial Services Officer Carlisle Crossing & Carlisle Plaza BREE C. VANCE Financial Services Officer Manager Shippensburg & Newville ELLEN L. ILE Financial Services Officer Manager ANNUAL REPORT 2016 17 Our Officers cont. Ritner Highway I. EDWARD BIDELSPACH Assistant Vice President Manager Southern Franklin County Market RENEE L. PRESO Vice President Southern Franklin County Market Manager Greencastle & Marion CYNTHIA E. MARCONI Assistant Vice President Financial Services Officer Manager Mont Alto SARAH S. STANSFIELD Financial Services Officer Manager Waynesboro CHASTITY L. WANTZ Financial Services Officer LAURA L. HAWKINS Assistant Financial Service Officer Fulton/Huntingdon County Market McConnellsburg MARY E. WRIGHT Financial Services Officer Manager Hustontown & Orbisonia BERTHA A. PEFFER Financial Services Officer Manager Risk Management LORIE M. HECKMAN, CRCM Senior Vice President Risk Management Officer BSA/OFAC Officer 18 ANNUAL REPORT 2016 18 ANNUAL REPORT 2016 WILLIAM A. PRYOR Vice President Chief Credit Officer STEVEN R. GORMONT Consumer Credit Recovery Officer ROBERT K. DAY Commercial Credit Recovery Officer ERIC M. FOLLIN Documentation Review Officer MATTHEW R. SHANK Assistant Documentation Review Officer JANET E. STAMPER Consumer Documentation Review Officer OLAF R. HASSE Vice President Loan Portfolio Risk Management Officer SHERYL R. SNIDER Compliance Officer and CRA Officer D. WAYNE SMITH BSA/OFAC Analyst RAINBOW D. HOPKINS Security Officer Technology Services RONALD L. CEKOVICH Senior Vice President Technology Services Manager JOSEPH C. LIEB Assistant Technology Services Manager PATRICIA R. GANOE Assistant Vice President Deposit/Data Operations Manager PAMELA A. JOHNS Assistant Vice President Loan Servicing Manager MATTHEW C. CLARK Assistant Vice President Technology Services Officer Focused on DETAILS Washington Township WAYNESBORO, PA Tasked with overseeing streets, parks, police, planning and zoning, snow removal, emergency response and more, the administrative staff at Washington Township takes great care to pay attention to even the small stuff. Without these fine details, roads wouldn’t be built, snow wouldn’t be removed, and permits wouldn’t get filed. The staff takes pride in their focus. That keen attention to detail is what helped the Township complete the Washington Township Boulevard Project in 2016, which was more than a decade in the making. The new section of road improved traffic flow by offering an alternative route for drivers in the region, who would otherwise have to travel through Waynesboro’s downtown area. Township Manager Michael Christopher also attributes the project’s success, in part, to F&M Trust. “In 2016, we needed to refinance a portion of our debt. We chose F&M Trust, which allowed the Township more flexibility to complete the next sections of Washington Township Boulevard,” shared Christopher. “It was such a sweetheart deal; we couldn’t pass it up.” As a result of the positive experience with the debt refinancing, Christopher started the process of transitioning all of Washington Township’s accounts to F&M Trust with the help of Mary Cordell, Commercial Services Relationship Manager and Brian Reidell, Treasury Management Manager and Merchant Service Specialist. F&M Trust is now the business banking partner for Washington Township and creates custom solutions to meet the needs of a government agency. “The staff at F&M are wonderful to work with – friendly, accommodating and professional. We look forward to working with them in 2017,” said Christopher. F&M Trust Services: Commercial Services Retail Services Treasury Management Services “F&M Trust realized our needs were a hybrid of business, government and personal banking. They worked with us to customize a program that was just what we needed.” Michael Christopher, Township Manager Upper right: Michael Christopher, Township Manager, Washington Township; Timothy (Tim) G. Henry, President & CEO, F&M Trust; Jeff Geesaman, Assistant Township Manager, Washington Township; Brian Reidell, Treasury Management Manager and Merchant Services Specialist, F&M Trust; Karen Hargrave, Township Secretary, Washington Township ANNUAL REPORT 2016 19 Our Locations Chambersburg Area Cumberland County Additional ATM Locations LINCOLN WAY EAST OFFICE 1712 Lincoln Way East, Chambersburg PHONE: (717) 264-9414 BOILING SPRINGS OFFICE 3 East First Street, Boiling Springs PHONE: (717) 241-4131 MEMORIAL SQUARE OFFICE 20 South Main Street, Chambersburg PHONE: (717) 264-6116 CAMP HILL OFFICE 3907 Market Street, Camp Hill PHONE: (717) 731-9604 MENNO VILLAGE OFFICE 2075 Scotland Avenue, Chambersburg PHONE: (717) 261-3697 CARLISLE CROSSING OFFICE 214A Westminster Drive, Carlisle PHONE: (717) 243-2215 NORLAND AVENUE OFFICE 870 Norland Avenue, Chambersburg PHONE: (717) 262-2085 CARLISLE PLAZA DRIVE-UP 700 East High Street, Carlisle PHONE: (717) 243-0416 ORCHARD PARK OFFICE 841 Wayne Avenue, Chambersburg PHONE: (717) 263-1801 MECHANICSBURG OFFICE 6375 Carlisle Pike, Mechanicsburg PHONE: (717) 697-0444 PENN HALL OFFICE 1425 Philadelphia Avenue, Chambersburg PHONE: (717) 261-3660 NEWVILLE OFFICE 51 South High Street, Newville PHONE: (717) 776-2242 PHILADELPHIA AVENUE OFFICE 2405 Philadelphia Avenue, Chambersburg PHONE: (717) 264-5122 RITNER HIGHWAY OFFICE 1901 Ritner Highway, Carlisle PHONE: (717) 960-1400 WEST SIDE OFFICE 1100 Lincoln Way West, Chambersburg PHONE: (717) 263-9168 SHIPPENSBURG OFFICE 13 Shippensburg Shopping Center, Shippensburg PHONE: (717) 530-2100 AYR TOWN CENTER 368 South 2nd Street, McConnellsburg CHAMBERSBURG BOROUGH OFFICE 100 South 2nd Street, Chambersburg FAYETTEVILLE POST OFFICE 4025 Lincoln Way East, Fayetteville MENNO HAVEN CAMPUS - NORTHFIELD Northgate Commons and Apartments 1500 Northfield Drive, Chambersburg PENN NATIONAL GOLF CLUBHOUSE 3720 Clubhouse Drive, Fayetteville PENNS VILLAGE 182 Buchanan Trail, McConnellsburg QUINCY VILLAGE - COLESTOCK CENTER 6596 Orphanage Road, Quincy RIVERVIEW BUSINESS CENTER 11734 Lenape Drive, Mount Union SHIPPENSBURG WEST END 9966 Molly Pitcher Highway, Shippensburg WAYNESBORO MARKETPLACE 11123 Buchanan Trail East, Waynesboro Fulton & Huntingdon Counties ZULLINGER 4884 Buchanan Trail East, Zullinger HUSTONTOWN OFFICE 7781 Waterfall Road, Hustontown PHONE: (717) 987-3193 MCCONNELLSBURG OFFICE 100 Lincoln Way East, McConnellsburg PHONE: (717) 485-3144 ORBISONIA OFFICE 18810 Sandy Ridge Station, Orbisonia PHONE: (814) 447-3104 Southern Franklin County GREENCASTLE OFFICE 518 North Antrim Way, Greencastle PHONE: (717) 597- 2384 MARION OFFICE 5293 Main Street, Marion PHONE: (717) 375-2210 MONT ALTO OFFICE 8 Park Street, Mont Alto PHONE: (717) 749-3161 WAYNESBORO OFFICE 200 East Main Street, Waynesboro PHONE: (717) 762-2188 20 ANNUAL REPORT 2016 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (cid:2) □ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the ﬁscal year ended December 31, 2016 TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission ﬁle number 0-12126 FRANKLIN FINANCIAL SERVICES CORPORATION (Exact name of registrant as speciﬁed in its charter) PENNSYLVANIA (State or other jurisdiction of incorporation or organization) 20 South Main Street, Chambersburg, PA (Address of principal executive offices) (717) 264-6116 (Registrant’s telephone number, including area code) 25-1440803 (I.R.S. Employer Identiﬁcation No.) 17201-0819 (Zip Code) Securities registered pursuant to Section 12(b) of the Act NONE Securities registered pursuant to Section 12(g) of the Act: Common Stock, par value $1.00 per share (Title of class) Indicate by check mark if the Registrant is a well-known seasoned issuer, as deﬁned in Rule 405 of the Securities Act. Yes (cid:4) No (cid:2) Indicate by check mark if the Registrant is not required to ﬁle reports pursuant to Section 13 or Section 15(d) of the Act. Yes (cid:4) No (cid:2) Indicate by check mark whether the Registrant (1) has ﬁled all reports required to be ﬁled by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter periods that the Registrant was required to ﬁle such reports), and (2) has been subject to such ﬁling requirements for the past 90 days. Yes (cid:2) No (cid:4) 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 (cid:2) No (cid:4) Indicate by check mark if disclosure of delinquent ﬁlers pursuant to Item 405 of Regulation S-K 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. Large accelerated ﬁler □ Accelerated ﬁler (cid:2) Non-accelerated ﬁler □ Smaller reporting company □ Indicate by check mark whether the Registrant is a shell company (as deﬁned in Rule 12b-2 of the Act) Yes (cid:4) No (cid:2) The aggregate market value of the 3,960,222 shares of the Registrant’s common stock held by nonaffiliates of the Registrant as of June 30, 2016 based on the price of such shares was $93,976,068. There were 4,324,492 outstanding shares of the Registrant’s common stock as of February 28, 2017. Portions of the deﬁnitive annual proxy statement to be ﬁled, pursuant to Reg. 14A within 120 days after December 31, 2016, are incorporated into Part III. DOCUMENTS INCORPORATED BY REFERENCE FRANKLIN FINANCIAL SERVICES CORPORATION FORM 10-K INDEX Part I Item 1. Business . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Item 1A. Risk Factors . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Item 1B. Unresolved Staff Comments . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Item 2. Properties . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Item 3. Legal Proceedings . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Page 1 7 9 9 9 Item 4. Mine Safety Disclosures . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 10 Part II Item 5. Market for Registrant’s Common Equity, Related Shareholder Matters and Issuer Purchases of Equity Securities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Item 6. Selected Financial Data . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations . . . . . . . Item 7A. Quantitative and Qualitative Disclosures About Market Risk . . . . . . . . . . . . . . . . . . . . . . . . . . . Item 8. Financial Statements and Supplementary Data . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure . . . . . . . Item 9A. Controls and Procedures . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Item 9B. Other Information . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Part III Item 10. Directors, Executive Officer and Corporate Governance . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Item 11. Executive Compensation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Item 12. Security Ownership of Certain Beneﬁcial Owners and Management and Related Stockholder Matters . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Item 13. Certain Relationships and Related Transaction, and Director Independence . . . . . . . . . . . . . . . . . Item 14. Principal Accountant Fees and Services . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Part IV Item 15. Exhibits, Financial Statement Schedules . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Signatures . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Index of Exhibits . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 11 14 15 43 45 91 91 93 93 93 93 93 94 95 96 97 i (This page intentionally left blank.) Item 1. Business General Part I Franklin Financial Services Corporation (the ‘‘Corporation’’) was organized as a Pennsylvania business corporation on June 1, 1983 and is a registered bank holding company under the Bank Holding Company Act of 1956, as amended (the ‘‘BHCA’’). On January 16, 1984, pursuant to a plan of reorganization approved by the shareholders of Farmers and Merchants Trust Company of Chambersburg (‘‘F&M Trust’’ or ‘‘the Bank’’) and the appropriate regulatory agencies, the Corporation acquired all the shares of F&M Trust and issued its own shares to former F&M Trust shareholders on a share-for-share basis. The Corporation’s common stock is thinly traded in the over-the-counter market. The Corporation’s stock is listed under the symbol ‘‘FRAF’’ (www.otcmarkets.com/stock/FRAF/quote) on the OTCQX Market Tier of the OTC Markets. The Corporation’s internet address is www.franklinﬁn.com. Electronic copies of the Corporation’s 2016 Annual Report on Form 10-K are available free of charge by visiting the ‘‘Investor Information’’ section of www.franklinﬁn.com. Electronic copies of quarterly reports on Form 10-Q and current reports on Form 8-K are also available at this internet address. These reports are posted as soon as reasonably practicable after they are electronically ﬁled with the Securities and Exchange Commission (SEC). The Corporation conducts substantially all of its business through its direct banking subsidiary, F&M Trust, which is wholly owned. F&M Trust, established in 1906, is a full-service, Pennsylvania-chartered commercial bank and trust company, which is not a member of the Federal Reserve System. F&M Trust operates twenty-two community banking offices in Franklin, Cumberland, Fulton and Huntingdon Counties, Pennsylvania. The Bank engages in general commercial, retail banking and trust services normally associated with community banks and its deposits are insured (up to applicable limits) by the Federal Deposit Insurance Corporation (the ‘‘FDIC’’). F&M Trust offers a wide variety of banking services to businesses, individuals, and governmental entities. These services include, but are not necessarily limited to, accepting and maintaining checking, savings, and time deposit accounts, providing investment and trust services, making loans and providing safe deposit facilities. Franklin Future Fund Inc., a direct subsidiary of the Corporation, is a non-bank investment company that makes venture capital investments, limited to 5% or less of the outstanding shares of any class of voting securities of any company, within the Corporation’s primary market area. Franklin Financial Properties Corp. is a ‘‘qualiﬁed real estate subsidiary,’’ a wholly owned subsidiary of F&M Trust, and was established to hold real estate assets used by F&M Trust in its banking operations. F&M Trust is not dependent upon a single customer or a few customers for a material part of its business. Thus, the loss of any customer or identiﬁable group of customers would not materially affect the business of the Corporation or the Bank in an adverse manner. Also, none of the Bank’s business is seasonal. The Bank’s lending activities consist primarily of commercial real estate, construction and land development, agricultural, commercial and industrial loans, installment and revolving loans to consumers and residential mortgage loans. Secured and unsecured commercial and industrial loans, including accounts receivable and inventory ﬁnancing, and commercial equipment ﬁnancing, are made to small and medium-sized businesses, individuals, governmental entities, and non-proﬁt organizations. The Bank classiﬁes loans in this report by the type of collateral, primarily residential or commercial and agricultural real estate. Loans secured by residential real estate loans may be further broken down into consumer or commercial purposes. Consumer purpose residential real estate loans represent traditional residential mortgages and home equity products. Both of these products are underwritten in generally the same manner; however, home equity products may present greater risk since many of these loans are secured by a second lien position where the Bank may or may not hold the ﬁrst lien position. Commercial purpose residential real estate loans represent loans made to businesses, but are secured by residential real estate. These loans are underwritten as commercial loans and the repayment ability may be dependent on the business operation, despite the residential collateral. In addition to the real estate collateral, it is possible that personal guarantees or UCC ﬁlings on business assets provide additional security. In certain situations, the Bank acquires properties through foreclosure on delinquent loans. The Bank initially records these properties at the estimated fair value less cost to sell with subsequent adjustments to fair value recorded as needed. Commercial and agricultural real estate loans are secured by properties such as hotels, office buildings, apartment buildings, retail sites, and farmland or agricultural related properties. These loans are highly dependent on the business operations for repayment. Compared to residential real estate, this collateral may be more difficult to sell in the event of a delinquency. 1 Construction loans are made to ﬁnance the purchase of land and the construction of residential and commercial buildings, and are secured by mortgages on real estate. These loans are primarily comprised of loans to consumers to build a home, and loans to contractors and developers to construct residential properties for resale or rental. Construction loans present various risks that include, but are not limited to: schedule delays, cost overruns, changes in economic conditions during the construction period, and the inability to sell or rent the property upon completion. Commercial loans are made to businesses and government municipalities of various sizes for a variety of purposes including operations, property, plant and equipment, and working capital. These loans are highly dependent on the business operations for repayment and are generally secured by business assets and personal guarantees. As such, this collateral may be more difficult to sell in the event of a delinquency. Commercial lending, including commercial real estate, is concentrated in the Bank’s primary market, but also includes purchased loan participations originated primarily in south-central Pennsylvania. Consumer loans are comprised of unsecured personal lines of credit and installment loans. While some of these loans are secured, the collateral behind the loans is often comprised of assets that lose value quickly (e.g. automobiles) and if repossessed, may not fully satisfy the loan in the event of default. Repayment of these loans is highly dependent on the borrowers’ ﬁnancial condition that can be affected by economic factors beyond their control and personal circumstances. F&M Trust’s Investment and Trust Services Department offers all of the personal and corporate trust services normally associated with community bank trust departments including: estate planning and administration, corporate and personal trust fund management, pension, proﬁt sharing and other employee beneﬁt funds management, and custodial services. F&M Trust through licensed members of its Investment and Trust Services Department sells mutual funds, annuities and selected insurance products. Competition The Corporation and its banking subsidiary operate in a highly competitive environment. The principal market of F&M Trust is in south central Pennsylvania, primarily the counties of Franklin, Cumberland, Fulton and Huntingdon. There are 24 competing commercial banks that have offices within the Corporation’s primary market area. These banks range from large regional banks to independent community banks. In addition, credit unions, savings and loan associations, mortgage banks, brokerage ﬁrms and other competitors with only an internet site are present in the market. The Bank has 22 community offices and approximately 10% of the total deposits in its market. The majority of the Bank’s loan and deposit customers are in Franklin County. There are 6 commercial bank competitors in Franklin County and the Bank has approximately 31% of the Franklin County deposit market share. The Bank’s approximate deposit market share in other counties is: Fulton (33%), Cumberland (3%) and Huntingdon (3%). Total deposits in each of these markets are: Cumberland ($6.5 billion), Franklin ($2.1 billion), Huntingdon ($587 million) and Fulton ($210 million). Because of increasing competition, proﬁt margins in the traditional banking business of lending and gathering deposits have been ﬂat and many nonbanking institutions offer services similar to those offered by the Bank. Some competitors may have access to resources (e.g., ﬁnancial and technological) sooner than they are available to the Bank, or that may be unavailable to the Bank, thereby creating a competitive disadvantage for the Bank in terms of product, service pricing and delivery. The Bank utilizes various strategies including its long history of local customer service and convenience as part of a relationship management culture, a wide variety of products and services and, to a lesser extent, the pricing of loans and deposits, to compete. F&M Trust is the largest ﬁnancial institution headquartered in Franklin County and had total assets of approximately $1.127 billion on December 31, 2016. Staff As of December 31, 2016, the Corporation and its banking subsidiary had 247 full-time equivalent employees. The officers of the Corporation are employees of the Bank. The Bank offers a 401(k) plan, employee stock purchase plan and incentive compensation plans and employees are also provided with group life and health insurance. Management considers employee relations to be excellent. Supervision and Regulation Various requirements and restrictions under the laws of the United States and under Pennsylvania law affect the Corporation and its subsidiaries. 2 General The Corporation is registered as a bank holding company and is subject to supervision and regulation by the Board of Governors of the Federal Reserve System under the Bank Holding Act of 1956, as amended. The Corporation has also made an effective election to be treated as a ‘‘ﬁnancial holding company.’’ Financial holding companies are bank holding companies that meet certain minimum capital and other standards and are therefore entitled to engage in ﬁnancially related activities on an expedited basis; see further discussion below. Bank holding companies are required to ﬁle periodic reports with and are subject to examination by the Federal Reserve. The Federal Reserve has issued regulations under the Bank Holding Company Act that require a bank holding company to serve as a source of ﬁnancial and managerial strength to its subsidiary banks. As a result, to such regulations, may require the Corporation to stand ready to use its resources to provide adequate capital funds to its Bank subsidiary during periods of ﬁnancial stress or adversity. In addition to the impact of regulation, commercial banks are affected signiﬁcantly by the actions of the Federal Reserve Board as it attempts to control the money supply and credit availability in order to inﬂuence the economy. the Federal Reserve, pursuant The Bank Holding Company Act prohibits the Corporation from acquiring direct or indirect control of more than 5% of the outstanding shares of any class of voting stock, or substantially all of the assets of any bank, or from merging or consolidating with another bank holding company, without prior approval of the Federal Reserve Board. Additionally, the Bank Holding Company Act prohibits the Corporation from engaging in or from acquiring ownership or control of more than 5% of the outstanding shares of any class of voting stock of any company engaged in a non-banking business, unless such business is determined by the Federal Reserve Board to be so closely related to banking as to be a proper incident thereto. Federal law and Pennsylvania law also require persons or entities desiring to acquire certain levels of share ownership (generally, 10% or more, or 5% or more for another bank holding company) of the Corporation to ﬁrst obtain prior approval from the Federal Reserve and the Pennsylvania Department of Banking and Securities. As a Pennsylvania bank holding company for purposes of the Pennsylvania Banking Code, the Corporation is also subject to regulation and examination by the Pennsylvania Department of Banking and Securities. The Bank is a state chartered bank that is not a member of the Federal Reserve System, and its deposits are insured (up to applicable limits) by the Federal Deposit Insurance Corporation (FDIC). Accordingly, the Bank’s primary federal regulator is the FDIC, and the Bank is subject to extensive regulation and examination by the FDIC and the Pennsylvania Department of Banking and Securities. The Bank is also subject to requirements and restrictions under federal and state law, including requirements to maintain reserves against deposits, restrictions on the types and amounts of loans that may be granted and the interest that may be charged thereon, and limitations on the types of investments that may be made and the types of services that may be offered. The Bank is subject to extensive regulation and reporting requirements in a variety of areas, including helping to prevent money laundering, to preserve ﬁnancial privacy, and to properly report late payments, defaults, and denials of loan applications. Community Reinvestment Act The Community Reinvestment Act requires the Bank to help meet the credit needs of the entire community where the Bank operates, including low and moderate-income neighborhoods. The Bank’s rating under the Community Reinvestment Act (CRA), assigned by the FDIC pursuant to an examination of the Bank, is important in determining whether the bank may receive approval for, or utilize certain streamlined procedures in, applications to engage in new activities. The Bank’s present CRA rating is ‘‘satisfactory.’’ Various consumer laws and regulations also affect the operations of the Bank. Capital Adequacy Guidelines The Corporation, as a bank holding company, is required to comply with the capital adequacy standards established by Federal Reserve Board. The Bank is required to comply with capital adequacy standards established by the FDIC. In addition, the Pennsylvania Department of Banking and Securities also requires state chartered banks to maintain minimum capital ratios, deﬁned substantially the same as the federal regulations. In July 2013, Federal banking regulators approved the ﬁnal rules from the Basel Committee on Banking Supervision for the regulation of capital requirements for bank holding companies and U.S banks, generally referred to as ‘‘Basel III.’’ The Basel III standards were effective for the Corporation and the Bank, effective January 1, 2015 (subject to a phase-in period for certain provisions). Basel III imposes signiﬁcantly higher capital requirements and more restrictive leverage and liquidity ratios than those previously in place. The capital ratios to be considered ‘‘well capitalized’’ under Basel III are: 3 (1) Common Equity Tier 1(CET1) of 6.5%, (2) Tier 1 Leverage of 5%, (3)Tier 1 Risk-Based Capital of 8%, and (4) Total Risk-Based Capital of 10%. The rules also include changes in the risk weights of certain assets to better reﬂect credit and other risk exposures. In addition, a capital conservation buffer will be phased-in beginning at 0.625% for 2016, 1.25% for 2017, 1.875% for 2018 and 2.50% for 2019 and thereafter. The capital conservation buffer will be applicable to all of the capital ratios except for the Tier1 Leverage ratio. The capital conservation buffer is equal to the lowest value of the three applicable capital ratios less the regulatory minimum for each respective capital measurement. The Bank’s capital conservation buffer at December 31, 2016 was 7.55% (total risk-based capital 15.55% less 8.00%) compared to the 2016 regulatory buffer of .625%. Compliance with the capital conservation buffer is required in order to avoid limitations on certain capital distributions, especially dividends. As of December 31, 2016, the Bank was ‘‘well capitalized’ under the Basel III requirements and believes it would be ‘‘well capitalized’’ on a fully-phased in basis had such requirements been in effect. The minimum capital ratios (shown as ‘‘adequately capitalized’’) and the ‘‘well capitalized’’ capital ratios are reported in Note 2 of the accompanying ﬁnancial statements. Prompt Corrective Action Rules ‘‘adequately capitalized,’’ The federal banking agencies have regulations deﬁning the levels at which an insured institution would be considered ‘‘well capitalized,’’ ‘‘signiﬁcantly undercapitalized’’ and ‘‘critically ‘‘undercapitalized,’’ undercapitalized.’’ The applicable federal bank regulator for a depository institution could, under certain circumstances, require an ‘‘adequately capitalized’’ or reclassify a ‘‘well-capitalized’’ institution as ‘‘adequately capitalized’’ or lower category. Such a ‘‘undercapitalized’’ institution to comply with supervisory actions as if it were in the next reclassiﬁcation could be made if the regulatory agency determines that the institution is in an unsafe or unsound condition (which could include unsatisfactory examination ratings). At December 31, 2016, the Corporation and the Bank each satisﬁed the criteria to be classiﬁed as ‘‘well capitalized’’ within the meaning of applicable regulations. Regulatory Restrictions on Dividends Dividend payments by the Bank to the Corporation are subject to the Pennsylvania Banking Code, the Federal Deposit Insurance Act, and the regulations of the FDIC. Under the Banking Code, no dividends may be paid except from ‘‘accumulated net earnings’’ (generally, retained earnings). The Federal Reserve and the FDIC have formal and informal policies which provide that insured banks and bank holding companies should generally pay dividends only out of current operating earnings, with some exceptions. The Prompt Corrective Action Rules and the Basel III rules, described above, may further limit the ability of banks to pay dividends or make capital distributions if regulatory capital requirements are not met. Volker Rule In December 2013, Federal banking regulators issued rules for complying with the Volker Rule provision of the Dodd-Frank Act. The Bank does not engage in, or expect to engage in, any transactions that are considered ‘‘covered activities’’ as deﬁned by the Volker Rule. Therefore, the Bank does not have any compliance obligations under the Volker Rule. Consumer Laws and Regulations In addition to the laws and regulations discussed herein, the Bank is also subject to certain consumer laws and regulations that are designed to protect consumers in transactions with banks. While the list set forth herein is not exhaustive, these laws and regulations include the Truth in Lending Act, the Truth in Savings Act, the Electronic Funds Transfer Act, the Expedited Funds Availability Act, the Equal Credit Opportunity Act, the Fair Housing Act, the Real Estate Settlement and Procedures Act, the Fair Credit Reporting Act and the Federal Trade Commission Act, among others. These laws and regulations mandate certain disclosure requirements and regulate the manner in which ﬁnancial institutions must deal with customers when taking deposits or making loans to such customers. The Bank must comply with the applicable provisions of these consumer protection laws and regulations as part of its ongoing customer relations. Consumer Financial Protection Bureau The Consumer Financial Protection Bureau (‘‘CFPB’’) was created under to centralize responsibility for consumer ﬁnancial protection with broad rulemaking, supervision, and enforcement authority for a wide range of consumer protection laws that would apply to all banks and thrifts, including the Equal Credit Opportunity Act, Truth in Lending Act (‘‘TILA’’), Real Estate Settlement Procedures Act (‘‘RESPA’’), Fair Credit Reporting Act, Fair Debt the Dodd-Frank Act 4 Collection Act, the Consumer Financial Privacy provisions of the Gramm-Leach-Bliley Act, and certain other statues. It is likely that future CFPB rulemaking action will affect the Bank. Banks with total assets less than $10 billion are not subject to examination by the CFPB. However, the CFPB can require any bank to submit reports it deems necessary to fulﬁll its mission. Ability to Repay/Qualiﬁed Mortgages In July 2013, the Consumer Finance Protection Bureau adopted the ﬁnal rules that implement the Ability to Repay (ATR)/Qualiﬁed Mortgages (QM) provisions of the Dodd-Frank Act. Regulators believe that the ATR/QM rules will prevent many of the loose underwriting practices that contributed to the mortgage crisis in 2008. The ATR/QM rule applies to almost all closed-end consumer credit transactions secured by a dwelling. The ATR rule provides eight speciﬁc factors that must be considered during the underwriting process. QMs generally have three types of requirements: restrictions on loan features, points and fees, and underwriting criteria. A QM is presumed to comply with the ATR requirements. The ATR/QM rule was effective January 10, 2014. Commercial Real Estate Guidance In December 2015, the federal banking agencies released a ‘‘Statement on Prudent Risk Management for Commercial Real Estate Lending’’ (the ‘‘CRE Statement’’). The agencies stated that ﬁnancial institutions should review their policies and practices related to CRE lending and should maintain risk management practices and capital levels commensurate with the level and nature of their CRE concentration risk, including maintaining underwriting discipline and exercising prudent risk management practices that identify, measure, monitor and manage the risks arising from their CRE lending activity. Financial institutions were directed to review the interagency guidance on ‘‘Concentrations in Commercial Real Estate Lending, Sound Risk Management Practices’’ issued in 2006 providing that a ﬁnancial institution is potentially exposed to signiﬁcant CRE concentration risk, and should employ enhanced risk management practices where (1) total CRE loans represent 300% or more of total capital, and (2) the outstanding balance the CRE loan portfolio has increased by 50% or more during the prior 36 months. The agencies state in the CRE statement that they will focus on those ﬁnancial institutions that have recently experienced, or whose lending strategy plans for, substantial growth in CRE lending activity, or that operate in markets or loan segments with increasing growth or risk fundamentals. Pennsylvania Regulation and Supervision In December 2012, the ‘‘Banking Law Modernization Package’’ became effective. The law permits banks to disclose formal enforcement actions initiated by the Pennsylvania Department of Banking and Securities, clariﬁes that the Department has examination and enforcement authority over subsidiaries as well as affiliates of regulated banks, and bolsters the Department’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. The Department also may assess civil money penalties of up to $25,000 per violation. FDIC Insurance The Bank is a member of the Deposit Insurance Fund (DIF), which is administered by the FDIC. The FDIC insures deposit accounts at the Bank, generally up to a maximum of $250,000 for each separately insured depositor. The FDIC charges a premium to depository institutions for deposit insurance. This rate is based on the risk category of the institution and the total premium is based on average total assets less average tangible equity. As of December 31, 2016, the Bank was considered well capitalized and its assessment rate was approximately 4 basis points of the assessment base. Insurance of deposits may be terminated by the FDIC upon a ﬁnding that an institution has engaged in unsafe or unsound practices, is in an unsafe or unsound condition to continue operations or has violated any applicable law, regulation, rule, order or condition imposed by the FDIC. We do not currently know of any practice, condition or violation that might lead to termination of our deposit insurance. In addition to the FDIC assessments, the Financing Corporation (‘‘FICO’’) is authorized to impose and collect, with the approval of the Federal Deposit Insurance Corporation, assessments for anticipated payments, issuance costs and custodial fees on bonds issued by the FICO in the 1980s to recapitalize the former Federal Savings and Loan Insurance Corporation. The bonds issued by the FICO are due to mature in 2019. The Bank’s FICO assessment was approximately $54 thousand in 2016 and was included in FDIC insurance expense. 5 New Legislation Congress is often considering new ﬁnancial industry legislation, and the federal banking agencies routinely propose new regulations. The Corporation cannot predict how any new legislation, or new rules adopted by the federal banking agencies, may affect its business in the future. Selected Statistical Information Certain statistical information is included in this report as part of Management’s Discussion and Analysis of Financial Condition and Results of Operations. 6 Item 1A. Risk Factors The following is a summary of the primary risks associated with the Corporation’s business, ﬁnancial condition and results of operations, and common stock. Real estate related loans are a signiﬁcant portion of our loan portfolio. Risk Factors Relating to the Corporation The Bank offers a variety of loan products, including residential mortgage, consumer, construction and commercial loans. The Bank requires real estate as collateral for many of its loans. At December 31, 2016, approximately 69% ($618.3 million) of its loans were secured by real estate. Loans secured by real estate and the percent of the loan portfolio are reported in Table 15. These real estate loans are located primarily in the Bank’s market area of south central Pennsylvania. Real estate values tend to follow changes in general economic cycles. If a loan becomes delinquent as the result of an economic downturn and the Bank becomes dependent on the real estate collateral as a source of repayment, it is likely that the value of the real estate collateral has also declined. A decline in real estate values means it is possible that the real estate collateral may be insufficient to cover the outstanding balance of a delinquent or foreclosed loan, resulting in a loss to the Bank. In addition, the real estate collateral is concentrated in a small market area of south central Pennsylvania. Localized events that affect real estate prices and collateral values could have a more negative affect on the Bank as compared to other competitors with a more geographically diverse portfolio. As the Bank grows, it is expected that real estate secured loans will continue to comprise a signiﬁcant part of its balance sheet. Risk of loan default is unavoidable in the banking industry, and Management tries to limit exposure to this risk by carefully monitoring the amount of loans in speciﬁc industries and by exercising prudent lending practices and securing appropriate collateral. However, this risk cannot be eliminated and substantial credit losses could result in reduced earnings or losses. Commercial loans are a signiﬁcant portion of our loan portfolio. The Bank continues to grow its commercial loan portfolio. Commercial purpose loans account for 83% ($740 million) of the total loan portfolio. These loans are made to businesses for a variety of commercial purposes and may include ﬁxed and variable rate loans, term loans, and lines of credit. Commercial purpose loans may be secured by real estate, business assets and equipment, personal guarantees, or non-real estate collateral. Commercial purpose loans secured by real estate were $469.1 million at December 31, 2016. These loans contain all the risks associated with real estate lending as discussed above. In addition, commercial real estate collateral may be more difficult to liquidate for repayment purposes than residential real estate. The repayment of commercial loans is highly dependent upon the success of the business activity and as such maybe more susceptible to risk of loss during a downturn in the economy. Because the Bank’s commercial loan portfolio is concentrated in south-central Pennsylvania, the ability to repay these loans could be affected by deterioration of the economy in this region. In addition, the growth in commercial lending in 2016 was much greater than in prior years. These new loans may present additional risk due to a lack of repayment history with the Bank. The Bank attempts to mitigate these risks through its underwriting and loan review process; however, this risk cannot be eliminated and substantial credit losses could result in reduced earnings or losses. The allowance for loan losses may prove to be insufficient to absorb inherent losses in our loan portfolio. The Bank maintains an allowance for loan losses that Management believes is appropriate to provide for any inherent losses in the loan portfolio. The amount of the allowance is determined through a periodic review and consideration of several factors, including an ongoing review of the quality, size and diversity of our loan portfolio; evaluation of nonperforming loans; historical loan loss experience; and the amount and quality of collateral, including guarantees, securing the loan. Although Management believes the loan loss allowance is adequate to absorb inherent losses in the loan portfolio, such losses cannot be predicted and the allowance may not be adequate. Excessive loan losses could have a material adverse effect on the Bank’s ﬁnancial condition and results of operations. 7 The Bank’s lending limit is smaller than many of our competitors, which affects the size of the loans it can offer customers. The Bank’s lending limit is approximately $18.2 million. Accordingly, the size of the loans that can be offered to customers is less than the size of loans that many of our competitors, with larger lending limits, can offer. This limit affects the Bank’s ability to seek relationships with larger businesses in its market area. Loan amounts in excess of the lending limits can be accommodated through the sale of participations in such loans to other banks. However, there can be no assurance that the Bank will be successful in attracting or maintaining customers seeking larger loans or that it will be able to engage in participation of such loans or on terms favorable to the Bank. There is strong competition in the Bank’s primary market areas and its geographic diversiﬁcation is limited. The Bank encounters strong competition from other ﬁnancial institutions in its primary market area, which consists of Franklin, Cumberland, Fulton and Huntingdon Counties, Pennsylvania. In addition, established ﬁnancial institutions not already operating in the Bank’s primary market area may open branches there at future dates or can compete in the market via the Internet. In the conduct of certain aspects of banking business, the Bank also competes with savings institutions, credit unions, mortgage banking companies, consumer ﬁnance companies, insurance companies and other institutions, some of which are not subject to the same degree of regulation or restrictions as are imposed upon the Bank. Many of these competitors have substantially greater resources and lending limits and can offer services that the Bank does not provide. In addition, many of these competitors have numerous branch offices located throughout their extended market areas that provide them with a competitive advantage. No assurance can be given that such competition will not have an adverse effect on the Bank’s ﬁnancial condition and results of operations. Changes in interest rates could have an adverse impact upon our results of operations. The Bank’s proﬁtability is in part a function of the spread between interest rates earned on investments, loans and other interest-earning assets and the interest rates paid on deposits and other interest-bearing liabilities. Recently, interest rate spreads have generally narrowed due to changing market conditions and competitive pricing pressure. Interest rates are highly sensitive to many factors that are beyond the Bank’s control, including general economic conditions and policies of various governmental and regulatory agencies and, in particular, the Board of Governors of the Federal Reserve System. Changes in monetary policy, including changes in interest rates, will inﬂuence not only the interest received on loans and investment securities and the amount of interest we pay on deposits and borrowings, but will also affect the Bank’s ability to originate loans and obtain deposits and the value of our investment portfolio. If the rate of interest paid on deposits and other borrowings increases more than the rate of interest earned on loans and other investments, the Bank’s net interest income, and therefore earnings, could be adversely affected. Likewise, the Bank currently has a very low cost of funds that it may be unable to maintain in a raising rate environment. Earnings could also be adversely affected if the rates on loans and other investments fall more quickly than those on deposits and other borrowings. While Management takes measures to guard against interest rate risk, there can be no assurance that such measures will be effective in minimizing the exposure to interest rate risk. Our operational or security systems may experience interruption or breach in security, including cyber-attacks. We rely heavily on communications and information systems to conduct our business. These systems include both our internal network and data systems, as well as those of third party vendors. Any failure, interruption or breach in security or these systems, including a cyber-attack, could result in the disclosure or misuse of conﬁdential or proprietary information. While we have systems, policies and procedures designed to prevent or limit the effect of the failure, interruption or security breach of our information systems, there can be no assurance that any such failures, interruptions or security breaches will not occur or, if they do occur, that they will be adequately addressed. The occurrence of any failures, interruptions or security breaches of our information systems could damage our reputation, result in a loss of client business, subject us to additional regulatory scrutiny, or expose us to civil litigation and possible ﬁnancial liability, any of which could have a material adverse effect on our business, ﬁnancial condition and results of operations. A large component of fee income is dependent on stock market values. Fee income from the Bank’s Investment and Trust Services Department comprises a large percentage of total noninterest income. Fee income from Investment and Trust Services is comprised primarily of asset management fees as measured by the market value of assets under management. As such, the market values are directly related to stock market values. Therefore, any signiﬁcant change in the value of assets under management due to stock market ﬂuctuations could greatly affect fee income. 8 Liquidity contingency funding is highly concentrated. The Bank is a member of the Federal Home Loan Bank of Pittsburgh (FHLB). Access to funding through the FHLB is the largest component of the Bank’s liquidity stress testing and contingency funding plans. The ability to access funding from FHLB may be critical if a funding need arises. However, there can be no assurance that the FHLB will be able to provide funding when needed, nor can there be assurance that the FHLB will provide funds to the Bank if its ﬁnancial condition deteriorates. The inability to access FHLB funding, through a restriction on credit or the failure of the FHLB, could have a materially adverse effect on the Bank’s liquidity management. The Bank is subject to claims and litigation. Customer claims and other legal proceedings, whether founded or unfounded, could result in ﬁnancial or reputation damage to the Bank and have an adverse effect on our ﬁnancial condition and results of operation if such claims are not resolved in a manner favorable to the Corporation. There is a limited trading market for the Corporation’s common stock. Risk Factors Relating to the Common Stock There is currently only a limited public market for the Corporation’s common stock. It is quoted on the OTCQX Market Tier of the OTC Markets under the symbol ‘‘FRAF’’ (www.otcmarkets.com/stock/FRAF/quote). Because it is thinly traded, you may not be able to resell your shares of common stock for a price that is equal to the price that you paid for your shares. The Corporation currently has no plans to apply to have its common stock listed for trading on any stock exchange or the NASDAQ market. The Bank’s ability to pay dividends to the Corporation is subject to regulatory limitations that may affect the Corporation’s ability to pay dividends to its shareholders. As a holding company, the Corporation is a separate legal entity from the Bank and does not have signiﬁcant operations of its own. It currently depends upon the Bank’s cash and liquidity to pay dividends to its shareholders. The Corporation cannot assure you that in the future the Bank will have the capacity to pay dividends to the Corporation. Various statutes and regulations limit the availability of dividends from the Bank. It is possible; depending upon the Bank’s ﬁnancial condition and other factors, that the Bank’s regulators could assert that payment of dividends by the Bank to the Corporation would constitute an unsafe or unsound practice. In the event that the Bank is unable to pay dividends to the Corporation, the Corporation may not be able to pay dividends to its shareholders. Item 1B. Unresolved Staff Comments None Item 2. Properties The Corporation’s headquarters is located in the main office of F&M Trust at 20 South Main Street, Chambersburg, Pennsylvania. This location also houses a community banking office as well as operational support services for the Bank. The Corporation owns or leases thirty-seven properties in Franklin, Cumberland, Fulton and Huntingdon Counties, Pennsylvania, for banking operations, as described below: Property Community Banking Facilities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Remote ATM Sites . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Other Properties . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Owned 16 3 4 Leased 6 6 2 Included in Other Properties are two properties used for operational support services for the Bank, a drive-up location, two offices that were closed as part of a branch consolidation in January 2015 and one other property leased for future use. The offices closed in 2015 are listed for sale. Item 3. Legal Proceedings The nature of the Corporation’s business generates a certain amount of litigation involving matters arising in the ordinary course of business including, without limitation, the Kalan et al. v. Farmers and Merchants Trust Company of Chambersburg, et al. (Case No. 2:15-CV-01435-WB) case ﬁled in the United States District Court for the Eastern District 9 of Pennsylvania and described in our current report on Form 8-K ﬁled July 29, 2016. The impact that any matter may have upon our results of operation or ﬁnancial condition in any future reporting period will depend upon, among other things, the amount of loss resulting from such matter and the amount of income otherwise reported for the period. No material proceedings are pending or are known to be threatened or contemplated against us by governmental authorities. We establish accruals for legal proceedings when information related to the loss contingencies represented by those matters indicates both that a loss is probable and that the amount of loss can be reasonably estimated. When we are able to do so, we also determine estimates of possible losses or ranges of possible losses, whether in excess of any related accrued liability or where there is no accrued liability. We have not yet established any speciﬁc accrual for the Kalan matter because we are not yet able to provide an evaluation of the likelihood of an unfavorable outcome or an estimate of the amount or range of potential loss. The damages sought by the Plaintiffs are as yet unspeciﬁed and uncertain. It is as yet unclear as to whether the case will be allowed to proceed as a class action and, if so, how the class would be deﬁned. The case presents a number of legal uncertainties yet to be resolved including, whether Plaintiffs’ claims are timely and whether, as a directed trustee, the Bank could be liable for the Plaintiffs’ claims. There are signiﬁcant facts in dispute and discovery is in early stages. These assessments are based upon our analysis of currently available information and we subject to signiﬁcant judgment and a variety of assumptions and uncertainties. As new information is obtained, we may change our assessments and, as a result take or adjust the amounts of our accruals and change our estimates of possible losses or ranges of possible losses. Due to the inherent subjectivity of the assessments and unpredictability of outcomes of legal proceedings, any amounts that may be accrued or included in estimates of possible losses or ranges of possible losses may not represent the actual loss to the Corporation from the Kalan or any other legal proceeding. Our exposure and ultimate losses may be higher, possibly signiﬁcantly higher, than amounts we may accrue or amounts we may estimate. Item 4. Mine Safety Disclosures Not Applicable 10 Part II Item 5. Market for Registrant’s Common Equity, Related Shareholder Matters and Issuer Purchases of Equity Securities Market and Dividend Information The Corporation’s common stock is traded in the over-the-counter market. It is quoted on the OTCQX Market Tier of the OTC Markets under the symbol ‘‘FRAF’’ (www.otcmarkets.com/stock/FRAF/quote). The range of high and low prices is shown in the following table for the years 2016 and 2015, as well as cash dividends declared for those periods. The closing price of Franklin Financial Services Corporation common stock recorded from an actual transaction on December 31, 2016 was $28.60. The Corporation had 1,876 shareholders of record as of December 31, 2016. Market and Dividend Information (Dollars per share) First quarter . . . . . . . . . . . . . . . . . . . . . . . Second quarter . . . . . . . . . . . . . . . . . . . . . Third quarter . . . . . . . . . . . . . . . . . . . . . . Fourth quarter . . . . . . . . . . . . . . . . . . . . . . High $23.50 24.00 24.60 29.00 2016 Low 20.11 21.62 23.35 24.35 Dividends Declared $0.19 0.21 0.21 0.21 $0.82 High $24.05 26.01 24.60 24.50 2015 Low $21.00 23.00 21.50 22.90 Dividends Declared $0.17 0.19 0.19 0.19 $0.74 Restrictions on the Payment of Dividends For limitations on the Corporation’s ability to pay dividends, see ‘‘Supervision and Regulation — Regulatory Restrictions on Dividends’’ in Item 1 above. Securities Authorized for Issuance under Equity Compensation Plans The information related to equity compensation plans is incorporated by reference to the materials set forth under the heading ‘‘Executive Compensation — Compensation Tables’’ in the Corporation’s Proxy Statement for the 2017 Annual Meeting of Shareholders. Common Stock Repurchases The Board of Directors, from time to time, authorizes the repurchase of the Corporation’s $1.00 par value common stock. The repurchased shares will be held as Treasury shares available for issuance in connection with future stock dividends and stock splits, employee beneﬁt plans, executive compensation plans, the Dividend Reinvestment Plan and other appropriate corporate purposes. The term of the repurchase plans is normally one year. In April 2016, the Board of Directors approved a stock repurchase program that authorized the repurchase of up to $350 thousand in shares of common stock during each calendar quarter through March 31, 2017. During 2016, the Corporation repurchased 34,048 shares of its common stock for $795 thousand under this plan. A corporate stock repurchase plan was not authorized in 2015. 11 Performance Graph The following graph compares the cumulative total return to shareholders of Franklin Financial with the NASDAQ — Total U.S. Index (a broad market index prepared by the Center for Research in Security Prices at the University of Chicago Graduate School of Business), the SNL Mid-Atlantic Bank Index, and the SNL Mid-Atlantic Bank $1 billion − $2 billion asset size Index for the ﬁve year period ended December 31, 2016, in each case assuming an initial investment of $100 on December 31, 2011 and the reinvestment of all dividends. Total Return Performance 300 250 s r a l l o D 200 150 100 50 12/31/11 12/31/12 12/31/13 12/31/14 12/31/15 12/31/16 Franklin Financial Services Corporation Nasdaq Composite SNL Mid-Atlantic Bank SNL Mid-Atlantic Bank $1B-$2B Index Franklin Financial Services Corporation . . . . . . . NASDAQ Composite . . . . . . . . . . . . . . . . . . . . SNL Mid-Atlantic Bank . . . . . . . . . . . . . . . . . . SNL Mid-Atlantic Bank $1B − $2B . . . . . . . . . . 12/31/11 $100.00 $100.00 $100.00 $100.00 12/31/12 $119.77 $117.45 $133.96 $119.23 12/31/13 $152.64 $164.57 $180.57 $157.42 12/31/14 $203.47 $188.84 $196.72 $170.18 12/31/15 $224.27 $201.98 $204.10 $175.51 12/31/16 $282.62 $219.89 $259.43 $234.97 Period Ending 12 Dividend Reinvestment Plan: Shareholders’ Information Franklin Financial Services Corporation offers a dividend reinvestment program whereby shareholders of the Corporation’s common stock may reinvest their dividends, or make optional cash payments, to purchase additional shares of the Corporation. Beneﬁcial owners of shares of the Corporation’s common stock may participate in the program by making appropriate arrangements through their bank, broker or other nominee. Information concerning this optional program is available by contacting the Corporate Secretary at 20 South Main Street, P.O. Box 6010, Chambersburg, PA 17201-6010, telephone 717-264-6116. Dividend Direct Deposit Program: Franklin Financial Services Corporation offers a dividend direct deposit program whereby shareholders of the Corporation’s common stock may choose to have their dividends deposited directly into the bank account of their choice on the dividend payment date. Information concerning this optional program is available by contacting the Corporate Secretary at 20 South Main Street, P.O. Box 6010, Chambersburg, PA 17201-6010, telephone 717-264-6116. Annual Meeting: The Annual Shareholders’ Meeting will be held on Tuesday, April 25, 2017, at the Orchard Restaurant & Banquet Facility, 1580 Orchard Drive, Chambersburg, PA. The Business Meeting will begin at 9:00 a.m. with breakfast provided prior to the meeting. Websites: Franklin Financial Services Corporation: Farmers & Merchants Trust Company: www.franklinﬁn.com www.fmtrustonline.com Stock Information: The Corporation’s common stock is traded in the over-the-counter market. It is quoted on the OTCQX Market Tier of the OTC Markets under the symbol ‘‘FRAF’’ (www.otcmarkets.com/stock/FRAF/quote). Registrar and Transfer Agent: The registrar and transfer agent for Franklin Financial Services Corporation is: Computershare P.O. Box 30170 College Station, TX 77842-3170 1-800-368-5948 13 Item 6. Selected Financial Data Provision for loan losses (Dollars in thousands, except per share) Summary of Operations Interest income . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ Interest expense . . . . . . . . . . . . . . . . . . . . . . . . . . . Net interest income . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Net interest income after provision for loan losses . . Noninterest income . . . . . . . . . . . . . . . . . . . . . . . . . Noninterest expense . . . . . . . . . . . . . . . . . . . . . . . . Income before income taxes . . . . . . . . . . . . . . . . . . . Income tax . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Net income . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ Performance Measurements Return on average assets . . . . . . . . . . . . . . . . . . . . . Return on average equity . . . . . . . . . . . . . . . . . . . . . Return on average tangible assets(1) . . . . . . . . . . . . . . Return on average tangible equity(1) . . . . . . . . . . . . . . Efficiency ratio(1) . . . . . . . . . . . . . . . . . . . . . . . . . . Net interest margin . . . . . . . . . . . . . . . . . . . . . . . . . Shareholders’ Value (per common share) Diluted earnings per share . . . . . . . . . . . . . . . . . . . . $ Basic earnings per share . . . . . . . . . . . . . . . . . . . . . Regular cash dividends paid . . . . . . . . . . . . . . . . . . . Book value . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Tangible book value(1) . . . . . . . . . . . . . . . . . . . . . . . Market value . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Market value/book value ratio . . . . . . . . . . . . . . . . . . Price/earnings multiple . . . . . . . . . . . . . . . . . . . . . . . Current dividend yield . . . . . . . . . . . . . . . . . . . . . . . Dividend payout ratio . . . . . . . . . . . . . . . . . . . . . . . Summary of Selected Financial Data for the Year Ended December 31 2014 2012 2015 2013 2016 36,979 $ 2,245 34,734 3,775 30,959 11,605 33,175 9,389 1,302 8,087 $ 0.74% 7.04% 0.75% 7.64% 68.26% 3.62% 1.88 $ 1.88 0.82 26.99 24.90 28.60 105.97% 15.21 2.94% 43.56% 34,615 $ 2,371 32,244 1,285 30,959 12,652 31,136 12,475 2,271 10,204 $ 34,794 3,180 31,614 764 30,850 11,131 31,573 10,408 2,006 8,402 $ 36,042 4,378 31,664 2,920 28,744 10,033 31,250 7,527 1,295 6,232 $ 1.00% 9.52% 1.02% 10.52% 67.39% 3.59% 2.40 $ 2.40 0.74 26.05 23.94 23.50 90.21% 9.79 3.23% 30.76% $ 0.83% 8.44% 0.87% 9.72% 71.01% 3.56% 2.00 2.01 0.68 24.54 22.36 22.00 89.65% 11.00 3.09% 33.88% 0.61% 6.72% 0.64% 7.86% 72.11% 3.47% 1.51 1.51 0.68 22.88 20.55 17.10 74.74% 11.32 3.98% 45.09% $ $ $ 39,142 6,890 32,252 5,225 27,027 9,883 31,033 5,877 512 5,365 0.51% 6.00% 0.55% 7.14% 70.81% 3.50% 1.32 1.32 0.78 22.31 19.84 14.00 62.75% 10.61 4.86% 59.09% Balance Sheet Highlights Total assets Investment securities . . . . . . . . . . . . . . . . . . . . . . . . Loans, net . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Deposits . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Shareholders’ equity . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $1,127,443 $1,035,295 $1,001,448 171,751 717,420 881,181 103,521 143,875 882,798 982,120 116,493 159,473 771,930 918,512 111,376 Safety and Soundness Risk-based capital ratio (Total) . . . . . . . . . . . . . . . . . Leverage ratio (Tier 1) . . . . . . . . . . . . . . . . . . . . . . . Common equity ratio (Tier 1) . . . . . . . . . . . . . . . . . . Nonperforming loans/gross loans . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Nonperforming assets/total assets Allowance for loan losses as a % of loans . . . . . . . . . Net charge-offs/average loans . . . . . . . . . . . . . . . . . . Trust assets under management (fair value) . . . . . . . $ 622,630 $ 586,664 $ 605,796 15.67% 10.11% 14.41% 0.61% 0.92% 1.24% 0.33% 16.03% 10.38% 14.77% 0.73% 1.18% 1.29% 0.04% 15.49% 9.69% — 1.74% 1.63% 1.25% 0.19% $984,587 159,674 713,711 845,724 95,388 $1,027,363 133,328 743,200 874,440 91,634 14.24% 9.14% — 3.49% 3.04% 1.34% 0.49% 12.60% 8.29% — 4.90% 4.10% 1.38% 0.60% $574,680 $ 520,434 (1) See the section titled ‘‘GAAP versus Non-GAAP Presentation’’ of the Application of Critical Accounting Policies in Management’s Discussion and Analysis of Financial Condition and Results of Operations 14 Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations Application of Critical Accounting Policies: Disclosure of the Corporation’s signiﬁcant accounting policies is included in Note 1 to the consolidated ﬁnancial statements. These policies are particularly sensitive requiring signiﬁcant judgments, estimates and assumptions to be made by Management. Senior management has discussed the development of such estimates, and related Management Discussion and Analysis disclosure, with the Audit Committee of the Board of Directors. The following accounting policies are identiﬁed by management to be critical to the results of operations: Allowance for Loan Losses — The allowance for loan losses is the estimated amount considered adequate to cover credit losses inherent in the loan portfolio at the balance sheet date. The allowance is established through the provision for loan losses, charged against income. In determining the allowance for loan losses, Management makes signiﬁcant estimates and, accordingly, has identiﬁed this policy as probably the most critical for the Corporation. Management monitors loan performance on a monthly basis and performs a quarterly evaluation of the adequacy of the allowance for loan losses. Consideration is given to a variety of factors in establishing this estimate including, but not limited to: current economic conditions, diversiﬁcation of the loan portfolio, delinquency statistics, results of internal loan reviews, borrowers’ actual or perceived ﬁnancial and managerial strengths, the adequacy of the underlying collateral (if collateral dependent) and other relevant factors. This evaluation is inherently subjective, as it requires material estimates that may be susceptible to signiﬁcant change, including the amounts and timing of future cash ﬂows expected to be received on impaired loans. The analysis has two components, speciﬁc and general allocations. Collateral values discounted for market conditions and selling costs are used to establish speciﬁc allocations. The Bank’s historical loan loss experience and other qualitative factors derived from economic and market conditions are used to establish general allocations for the remainder of the portfolio. The allowance for loan losses was $11.1 million at December 31, 2016. Management monitors the adequacy of the allowance for loan losses on an ongoing basis and reports its adequacy assessment quarterly to the Credit Risk Oversight Committee of the Board of Directors. Financial Derivative — In prior years, as part of its interest rate risk management strategy, the Bank entered into an interest rate swap agreement. A swap agreement is a contract between two parties to exchange cash ﬂows based upon an underlying notional amount. Under the swap agreement, the Bank paid a ﬁxed rate and received a variable rate from an unrelated ﬁnancial institution serving as counter-party to the agreement. The swap was designated as a cash ﬂow hedge and was designed to minimize the variability in cash ﬂows of the Bank’s variable rate liabilities attributable to changes in interest rates. The swap in effect converted a portion of a variable rate liability to a ﬁxed rate liability. The interest rate swap was recorded on the balance sheet at fair value as an asset or liability. To the extent the swap was effective in accomplishing its objective, changes in the fair value were recorded in other comprehensive income. To the extent the swap was not effective, changes in fair value were recorded in interest expense. The cash ﬂow hedge was determined to be highly effective when the Bank achieved offsetting changes in the cash ﬂows of the risk being hedged. The Bank measured the effectiveness of the hedges on a quarterly basis and determined the hedges were highly effective. Fair value was heavily dependent upon the market’s expectations for interest rates over the term of the swaps. The ﬁnal swap transaction matured in 2015. Restricted Stock — Restricted stock, which is carried at cost, consists of stock of the Federal Home Loan Bank of Pittsburgh (FHLB) and Atlantic Community Bankers Bank (ACBB). Management evaluates the restricted stock for impairment in accordance with ASC Topic 320. Management’s determination of whether these investments are impaired is based on their assessment of the ultimate recoverability of their cost rather than by recognizing temporary declines in value. Federal Income Taxes — Deferred income taxes are provided on the liability method whereby deferred tax assets are recognized for deductible temporary differences and deferred tax liabilities are recognized for taxable temporary differences. Temporary differences are the differences between the reported amounts of assets and liabilities and their tax bases. Deferred tax assets are reduced by a valuation allowance, when in the opinion of Management, it is more likely than not that some portion or all deferred tax assets will not be realized. Deferred tax assets and liabilities are adjusted through the provision for income taxes for the effects of changes in tax laws and rates on the date of enactment. ASC Topic 740 prescribes a recognition threshold and a measurement attribute for the ﬁnancial statement recognition and 15 measurement of a tax position taken or expected to be taken in a tax return. Beneﬁts from tax positions should be recognized in the ﬁnancial statements only when it is more-likely-than-not that the tax position will be sustained upon examination by the appropriate taxing authority that would have full knowledge of all relevant information. A tax position that meets the more-likely-than-not recognition threshold is measured at the largest amount of beneﬁt that is greater than ﬁfty percent the more-likely-than-not recognition threshold should be recognized in the ﬁrst subsequent ﬁnancial reporting period in which the more-likely-than-not recognition that threshold should be derecognized in the ﬁrst subsequent ﬁnancial reporting period in which that threshold is no longer met. ASC Topic 740, ‘‘Income Taxes’’ also provides guidance on the accounting for and disclosure of unrecognized tax beneﬁts, interest and penalties. likely of being realized upon ultimate settlement. Tax positions that previously failed to meet threshold is met. Previously recognized tax positions that no longer meet Other-Than-Temporary Investment Impairment — Investment securities are written down to their net realizable value when there is impairment in value that is considered to be ‘‘other-than-temporary.’’ The determination of whether or not ‘‘other-than-temporary’’ impairment exists is a matter of judgment. Management reviews investment securities is ‘‘other-than-temporary’’ by analyzing the facts and circumstances of each regularly for possible impairment investment and the expectations for that investment’s performance. ‘‘Other-than-temporary’’ impairment in the value of an investment may be indicated by the length of time and the extent to which market value has been less than cost; the ﬁnancial condition and near term prospects of the issuer; and whether the Corporation has the intent to sell or is likely to be forced to sell the investment prior to any anticipated recovery in market value. that GAAP versus non-GAAP Presentations — The Corporation supplements its traditional GAAP measurements with certain non-GAAP measurements to evaluate its performance and to eliminate the effect of intangible assets. By eliminating intangible assets, the Corporation believes it presents a measurement that is comparable to companies that have no intangible assets or to companies that have eliminated intangible assets in similar calculations. However, not all companies may use the same calculation method for each measurement. The non-GAAP measurements are not intended to be used as a substitute for the related GAAP measurements. The following table shows the calculation of the non-GAAP measurements. 16 (Dollars in thousands, except per share) Return on Average Tangible Assets (non-GAAP) Net income . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ Plus intangible amortization (net of tax) . . . . . . . . . . . Net income (non-GAAP) . . . . . . . . . . . . . . . . . . . . . Average assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . Less average intangible assets . . . . . . . . . . . . . . . . . . Average assets (non-GAAP) . . . . . . . . . . . . . . . . . . . . . . . Return on average tangible assets (non-GAAP) Return on Average Tangible Equity (non-GAAP) Net income . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ Plus intangible amortization (net of tax) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Net income (non-GAAP) Average shareholders’ equity . . . . . . . . . . . . . . . . . . . Less average intangible assets . . . . . . . . . . . . . . . . . . . . . . . . . . . Average shareholders’ equity (non-GAAP) . . . . Return on average tangible equity (non-GAAP) 2016 For the Year Ended December 31 2013 2014 2015 2012 8,087 $ — 8,087 1,088,047 (9,016) 1,079,031 10,204 $ 119 10,323 1,021,275 (9,066) 1,012,209 8,402 $ 341 8,743 1,015,995 (9,516) 1,006,479 6,232 281 6,513 1,029,895 (9,937) 1,019,958 $ 5,365 287 5,652 1,041,816 (10,368) 1,031,448 0.75% 1.02% 0.87% 0.64% 0.55% 8,087 $ — 8,087 114,884 (9,016) 105,868 10,204 $ 119 10,323 107,175 (9,066) 98,109 7.64% 10.52% 8,402 $ 341 8,743 99,512 (9,516) 89,996 9.72% $ 6,232 281 6,513 92,786 (9,937) 82,849 5,365 287 5,652 89,551 (10,368) 79,183 7.86% 7.14% Tangible Book Value (per share) (non-GAAP) Shareholders’ equity . . . . . . . . . . . . . . . . . . . . . . . . $ 116,492 $ 111,376 $ 103,521 $ Less intangible assets Shareholders’ equity (non-GAAP) Shares outstanding (000’s) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (9,016) 107,476 4,317 24.90 (9,016) 102,360 4,276 23.94 (9,197) 94,324 4,218 22.36 Tangible book value (non-GAAP) 95,388 $ (9,714) 85,674 4,169 20.55 91,634 (10,139) 81,495 4,107 19.84 . . . . . . . . . . . . . . . . . . . . . . . . $ Efficiency Ratio Noninterest expense Net interest income plus noninterest income . . . . . . . . Plus tax equivalent adjustment to net interest income . . Net securities gains (losses), and OTTI . . . . . . . . . . . Net interest income plus noninterest income . . . . . . . . Efficiency ratio . . . . . . . . . . . . . . . . . . . . . . . . . . 33,175 $ 46,339 2,246 (18) 48,567 68.26% 31,136 $ 44,896 2,023 (716) 46,203 67.39% 31,573 $ 42,745 1,978 (260) 44,463 71.01% $ 31,250 41,697 1,596 42 43,335 31,033 42,085 1,683 56 43,824 72.11% 70.81% Results of Operations: Management’s Overview The following discussion and analysis is intended to assist the reader in reviewing the ﬁnancial information presented and should be read in conjunction with the consolidated ﬁnancial statements and other ﬁnancial data presented elsewhere herein. Franklin Financial Services Corporation reported net income of $8.1 million for 2016, a 20.7% decrease compared to 2015. Net interest income increased $2.5 million over 2015 due to primarily to an increase in interest income from a $67 million increase in earning assets, driven by an increase in commercial loans. The net interest margin improved slightly to 3.62% from 3.59% the prior year. The provision for loan losses increased $2.5 million due to loan growth and a $2.7 million commercial loan charge-off that reduced the allowance for loan losses. Noninterest income decreased 8.3% ($1.0 million) as compared to the prior year. As reported last year, noninterest income in 2015 was boosted by two income by $899 thousand, pre-tax. Noninterest expense increased non-recurring events that $2.0 million in 2016 due in large part to a $1.2 million write-down on one other-real-estate-owned property, and a $564 thousand pension settlement charge. Diluted earnings per share were $1.88 for 2016 compared to $2.40 in 2015, and the Corporation declared and paid a dividend of $0.82 per share in 2016. The balance sheet grew by approximately $92 million fueled by strong loan growth, primarily in the commercial loan area. Deposits increased approximately $64 million year-over year. Shareholders’ equity continued to increase during the year from retained earnings and investments from the dividend reinvestment plan. Other key performance measurements are presented in Item 6. increased non-interest 17 A more detailed discussion of the areas that had the greatest effect on the reported results follows. Net Interest Income The most important source of the Corporation’s earnings is net interest income, which is deﬁned as the difference between income on interest-earning assets and the expense of interest-bearing liabilities supporting those assets. Principal categories of interest-earning assets are loans and securities, while deposits, short-term borrowings and long-term debt are the principal categories of interest-bearing liabilities. For the purpose of this discussion, balance sheet items refer to the average balance for the year and net interest income is adjusted to a fully taxable-equivalent basis. This tax-equivalent adjustment facilitates performance comparisons between taxable and tax-free assets by increasing the tax-free income by the an amount equivalent Corporation’s 34% Federal statutory rate. The components of net interest income are detailed in Tables 1, 2 and 3. income taxes that would have been paid if this income were taxable at to the Federal 2016 versus 2015 As shown on Table 1, tax equivalent net interest income increased 7.9% in 2016. This increase was driven by a 6.8% increase in interest income. The yield on earning assets (Table 3) remained unchanged year-over-year at 3.84%. The yield on most earning asset classes declined in 2016, except for the yield on interest bearing deposits which was boosted by short-term bank owned CDs. Despite no change in the yield, average interest-earning assets increased $66.9 million over the 2015 average. The commercial loan portfolio was the growth leader in 2016 increasing more than $87 million in 2016. Even though the Federal Reserve increased short-term interest rates in December 2015, portfolio yields declined in 2016. However, a larger earning asset base more than offset income by $2.7 million (Table 2). The beneﬁt of tax free interest income added $223 thousand more to tax equivalent interest income in 2016 than in 2015 the lower yields and improved interest Interest expense declined slightly in 2016 and the cost of interest-bearing deposits fell by .03% from 2015. The average balance of all interest bearing deposit categories increased during the year, except for time deposits which have continued a multi-year decline. The cost of interest-bearing liabilities declined due to high rate CDs maturing and an interest rate swap that matured in 2015 that pushed the cost of the money management product over the nominal rate. Non-interest bearing deposits increased by approximately $20 million in 2016 and these no cost deposits help maintain the net interest margin. Table 2 shows the affect volume and rate had on the change in tax equivalent net interest income in 2016. 2015 versus 2014 Tax equivalent net interest income increased by only 2% (Table 1) in 2015 compared to 2014. Interest income declined slightly despite an increase of approximately $10 million in interest-earning assets. Total loans increased $14.8 million year-over-year with commercial loans showing the largest dollar increase. The majority of the increase in commercial lending occurred in the second half of 2015. The yield on earning assets fell by .05% in 2015, pushed lower by a .10% decrease in loan yield. Lower rates resulted in a decrease in interest income of $951 thousand. Higher balances of earning assets were not sufficient to offset the negative affect of the rate (Table 2). The beneﬁt of tax-free interest income was essentially unchanged from 2014. Interest expense decreased by $809 thousand in 2015. Interest-bearing liabilities declined by $14.6 million during 2015, due primarily to the Bank’s long-term debt being paid off in 2014. Table 2 shows that the lower balances decreased interest expense by $520. The cost of interest-bearing liabilities fell by .10%. The cost of all interest-bearing deposit products, except interest-bearing checking declined during the year. 18 Table 2 shows the affect volume and rate had on the change in tax equivalent net interest income in 2016. Table 1. Net Interest Income Change Change (Dollars in thousands) Interest income . . . . . . . . . . . . . . . . . . . . . . . $36,979 2,245 Interest expense . . . . . . . . . . . . . . . . . . . . . . 34,734 Net interest income . . . . . . . . . . . . . . . . . . . . 2,246 . . . . . . . . . . . . . . . Tax equivalent adjustment Tax equivalent net interest income . . . . . . . . . . $36,980 2016 $ $2,364 (126) 2,490 223 $2,713 % 6.8 (5.3) 7.7 7.9 2015 $34,615 2,371 32,244 2,023 $34,267 $ $(179) (809) 630 45 $ 675 % (0.5) (25.4) 2.0 2.0 2014 $34,794 3,180 31,614 1,978 $33,592 Table 2 identiﬁes increases and decreases in tax equivalent net interest income to either changes in average volume or to changes in average rates for interest-earning assets and interest-bearing liabilities. Numerous and simultaneous balance and rate changes occur during the year. The amount of change that is not due solely to volume or rate is allocated proportionally to both. All nontaxable interest income has been adjusted to a tax-equivalent basis, using a tax rate of 34%. Table 2. Rate-Volume Analysis of Tax Equivalent Net Interest Income 2016 Compared to 2015 Increase (Decrease) due to: Net Rate Volume 2015 Compared to 2014 Increase (Decrease) due to: Net Rate Volume Increase (Decrease) due to: (Dollars in thousands) Interest earned on: Interest-bearing obligations in other banks and Federal funds sold . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ (44) $ 84 $ 40 $ (32) $ 97 $ 65 Investment securities: Taxable . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Nontaxable . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (260) (146) 66 (146) (194) (292) (148) 373 (88) (231) (236) 142 Loans: Commercial . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Residential mortgage Home equity loans and lines . . . . . . . . . . . . . . . . . . . . Consumer . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Loans . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Total net change in interest income . . . . . . . . . . . . . . . . 3,612 (134) 259 (78) 3,659 3,209 Interest expense on: Interest-bearing checking . . . . . . . . . . . . . . . . . . . . . . . . Money management . . . . . . . . . . . . . . . . . . . . . . . . . . . . Savings . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Time deposits . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Securities sold under agreements to repurchase . . . . . . . . . Short-term borrowings . . . . . . . . . . . . . . . . . . . . . . . . . . Long-term debt . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Total net change in interest expense . . . . . . . . . . . . . . . . . 37 44 5 (73) — 25 — 38 Change in tax equivalent net interest income . . . . . . . . . $3,171 (413) (54) (97) (62) (626) (622) 27 (144) 2 (53) — 4 — (164) $(458) 3,199 (188) 162 (140) 3,033 2,587 535 (83) 272 (100) 624 817 64 (100) 7 (126) — 29 — (126) $2,713 20 (12) 3 (98) (13) 4 (424) (520) $1,337 (157) (56) (453) (63) (729) (951) 8 (212) (2) (83) — — — (289) $(662) 378 (139) (181) (163) (105) (134) 28 (224) 1 (181) (13) 4 (424) (809) $ 675 19 The following table presents average balances, tax-equivalent (T/E) interest income and expense, and yields earned or rates paid on the assets or liabilities. All nontaxable interest income has been adjusted to a tax-equivalent basis, using a tax rate of 34%. Table 3. Analysis of Net Interest Income 2016 Income or expense Average balance Average yield/rate Average balance 2015 Income or expense Average yield/rate Average balance 2014 Income or expense Average yield/rate 30,833 $ 287 0.93% $ 36,732 $ 247 0.67% $ 43,457 $ 182 0.42% (Dollars in thousands) Interest-earning assets: Interest-bearing obligations of other banks and federal funds sold . . . . . . $ Investment securities: Taxable . . . . . . . . . . . . . . . . . . Nontaxable . . . . . . . . . . . . . . . . Investments . . . . . . . . . . . . . . 105,862 51,429 157,291 2,288 2,118 4,406 2.16% 117,973 4.12% 54,854 2.80% 172,827 2,482 2,410 4,892 Loans: Commercial . . . . . . . . . . . . . . . Residential mortgage . . . . . . . . . . Home equity loans and lines . . . . . . . . . . . . . . . . . . . . . . Consumer . . . . . . . . . . . . . . . . . Loans . . . . . . . . . . . . . . . . . . . . . 679,114 77,331 71,660 4,841 832,946 1,021,070 66,977 . . . . . . . . . . . . . . $1,088,047 Total interest-earning assets Other assets Total assets Interest-bearing liabilities: Deposits: Interest-bearing checking . . . . . . . . $ 250,562 396,267 . . . . . . . . . . Money Management 72,724 Savings . . . . . . . . . . . . . . . . . . 80,391 . . . . . . . . . . . . . . . . . . . Time 799,944 Total interest-bearing deposits . . . . Securities sold under agreements to repurchase . . . . . . . . . . . . . . . . Short-term borrowings . . . . . . . . . . . Long-term debt . . . . . . . . . . . . . . . Total interest-bearing liabilities . . . Noninterest-bearing deposits . . . . . . . . . . . . . . . . . . . . . . . . . Other liabilities Shareholders’ equity . . . . . . . . . . . . . Total liabilities and shareholders’ — 5,258 — 805,202 163,258 4,703 114,884 equity . . . . . . . . . . . . . . . . . $1,088,047 28,114 3,082 3,083 253 34,532 39,225 320 1,363 56 473 2,212 — 33 — 2,245 2.10% 4.39% 2.83% 4.21% 4.05% 4.45% 6.34% 4.23% 3.84% 124,903 46,663 171,566 2,718 2,268 4,986 24,537 3,409 3,102 556 31,604 36,772 579,314 82,706 60,099 7,693 729,812 944,835 71,160 $1,015,995 4.14% 592,010 3.99% 80,679 4.30% 65,687 5.23% 6,196 4.15% 744,572 3.84% 954,131 67,144 $1,021,275 24,915 3,270 2,921 393 31,499 36,638 0.13% $ 220,314 0.34% 384,499 0.08% 66,134 0.59% 92,212 0.28% 763,159 — 0.63% — 25 923 — 0.28% 764,107 143,374 6,619 107,175 256 1,463 49 599 2,367 0.12% $ 203,065 387,297 0.38% 62,603 0.07% 106,391 0.65% 759,356 0.31% — 0.15% 0.38% 4 — — 0.31% 2,371 8,539 — 10,778 778,673 129,748 8,062 99,512 $1,021,275 $1,015,995 228 1,687 48 780 2,743 13 — 424 3,180 2.18% 4.86% 2.91% 4.24% 4.12% 5.16% 7.23% 4.33% 3.89% 0.11% 0.44% 0.08% 0.73% 0.36% 0.15% — 3.93% 0.41% T/E net interest income/Net interest margin . . . . . . . . . . . . . . . . . . . . Tax equivalent adjustment . . . . . . . . . . Net interest income . . . . . . . . . . . . . . Provision for Loan Losses 3.62% 36,980 (2,246) $34,734 3.59% 34,267 (2,023) $32,244 3.56% 33,592 (1,978) $31,614 For 2016, the Bank recorded net charge-offs $2.8 million compared to only $310 thousand in 2015. In 2016, the Bank charged-off one commercial real estate loan for $2.7 million. Without this charge-off, net charge-offs for 2016 would have been only $21 thousand. The effect of this charge-off on the allowance for loans losses (ALL), coupled with the loan growth in 2016, resulted in a provision for loan loss expense of $3.8 million. This activity resulted in the ALL increasing by $1.0 million in 2016. At December 31, 2016, the ALL was $11.1 million or 1.24% of total loans compared to $10.1 million and 1.29% of total loans at the end of 2015. Management closely monitors the credit quality of the portfolio in order to ensure that an appropriate ALL is maintained. As part of this process, Management performs a comprehensive analysis of the loan portfolio considering delinquencies trends and events, current economic conditions, and other relevant factors to determine the adequacy of the allowance for loan losses and the provision for loan losses. For more information, refer to the Loan Quality discussion and Tables 12 − 16. 20 Noninterest Income The following table presents a comparison of noninterest income for the years ended December 31, 2016 and 2015: Table 4. Noninterest Income (Dollars in thousands) Noninterest Income Investment and trust services fees . . . . . . . . . . . . . . . . . . . . . . . . . . . . Loan service charges . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Deposit service charges and fees Other service charges and fees . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Debit card income . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Increase in cash surrender value of life insurance . . . . . . . . . . . . . . . . . . Net (loss) gain from sale of other real estate owned . . . . . . . . . . . . . . . . OTTI losses on debt securities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Gain on conversion of investment security . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Securities gains (losses), net Other . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Total 2016 versus 2015 December 31 Change 2016 2015 Amount % $ 4,969 714 2,468 1,257 1,469 531 (31) (40) — 22 246 $11,605 $ 5,036 1,002 2,318 1,239 1,368 551 32 (20) 728 8 390 $12,652 $ (67) (288) 150 18 101 (20) (63) (20) (728) 14 (144) $(1,047) (1.3) (28.7) 6.5 1.5 7.4 (3.6) (196.9) (100.0) — 175.0 (36.9) (8.3) Investment and Trust Service fees: These fees are comprised of asset management fees, estate administration and settlement fees, employee beneﬁt plans, and commissions from the sale of insurance and investment products. Asset management fees are recurring in nature and are affected by the balance of assets under management and the market value of the assets at the time the fees are recognized. Asset management fees increased $176 thousand, while estate fees decreased $187 thousand over 2015. Commissions from the sale of insurance and investment products decreased by $56 thousand compared to the 2015 commissions. The fair value of trust assets under management increased to $622.6 million at year-end, compared to $586.7 million at the end of 2015. Loan service charges: This category includes loan origination fees, offset by those fees that are deferred, as well as production fees for originating mortgages for sale in the secondary market, and any fees for loan services that are charged after origination, e.g.: late fees or debt protection. The primary cause of the decrease in 2016 was lower service charges from commercial loans and a lower volume of consumer debt protection, as well as lower consumer loan originations. Deposit fees: This category is comprised primarily of fees from overdrafts, an overdraft protection program, service charges, and account analysis fees. During 2016, these fees increased $150 thousand compared to 2015. The increase in this category is due primarily to increased enrollment in the Bank’s overdraft protection program, resulting in $1.5 million of fees in 2016 compared to $1.3 million in 2015. Debit card income: Debit card income continues to be one the of the best fee generators for the Bank. The Bank expects the upward trend in these fees to continue as more consumers and businesses have and use debit cards. Debit card fees are comprised of both a retail and business card program. The business debit card offers a cash back rewards program based on usage and it continues to grow in popularity. The increase in this category was driven by volume. Other real estate owned gains (losses), net: This category shows the net gains or losses on the sale of other real estate owned. The net loss was generated by the sale of ﬁve residential properties. Other: This category includes non-recurring income. The decrease in this category is the result of an investment the Corporation owned in an offshore insurance company that liquidated in 2015 and paid out the investors ($171 thousand). Gain on conversion, securities gains and losses, and OTTI charges: In 2016, other-than-temporary-impairment charges were recorded on three private-label mortgage-backed securities, while the security gains were the result of called bonds. In 2015, a gain on conversion of an investment security of $728 thousand was recorded when one bank equity stock owned by the Bank was acquired by another bank. The remaining security gains were generated by the sale of equity securities. 21 The following table presents a comparison of noninterest income for the years ended December 31, 2015 and 2014: Table 4.1 Noninterest Income (Dollars in thousands) Noninterest Income Investment and trust services fees . . . . . . . . . . . . . . . . . . . . . . . . Loan service charges . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Deposit service charges and fees . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Other service charges and fees Debit card income . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Increase in cash surrender value of life insurance . . . . . . . . . . . . . . Net gain from sale of other real estate owned . . . . . . . . . . . . . . . . OTTI losses on debt securities . . . . . . . . . . . . . . . . . . . . . . . . . . Gain on conversion of investment security . . . . . . . . . . . . . . . . . . Securities gains (losses), net . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Other Total . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . December 31 Change 2015 2014 Amount % $ 5,036 1,002 2,318 1,239 1,368 551 32 (20) 728 8 390 $12,652 $ 4,575 954 2,094 1,201 1,320 568 50 (20) — 280 109 $11,131 $ 461 48 224 38 48 (17) (18) — 728 (272) 281 $1,521 10.1 5.0 10.7 3.2 3.6 (3.0) (36.0) — — (97.1) 257.8 13.7 2015 versus 2014 Investment and Trust Service fees: Asset management fees increased $359 thousand and estate fees increased $111 thousand over 2014. Commissions from the sale of insurance and investment products decreased by $9 thousand compared to the 2014 commissions. The fair value of trust assets under management decreased to $586.7 million at year-end, compared to $605.8 million at the end of 2014. Loan service charges: The primary cause of the increase in 2015 was higher origination fees on commercial and consumer loans, partially offset by lower mortgage origination fees. Deposit fees: During 2015, these fees increased $224 thousand compared to 2014. The increase in this category is due primarily to increased enrollment in the Bank’s overdraft protection program, resulting in $1.3 million of fees in 2015 compared to $873 thousand in 2014. Debit card income: Debit card fees are comprised of both a retail and business card program. The business debit card offers a cash back rewards program based on usage and it continues to grow in popularity. The increase in this category was driven by volume. Other real estate owned gains (losses), net: The gain was generated by the sale of one residential property. Other: The increase in this category is the result of an investment the Corporation owned in an offshore insurance company that liquidated and paid out the investors ($171 thousand) and from a death beneﬁt on a life insurance policy ($103 thousand). Gain on conversion, securities gains and losses, and OTTI charges: A gain on conversion of an investment security of $728 thousand was recorded when one bank equity stock owned by the Bank was acquired by another bank. The remaining security gains were generated by the sale of equity securities. In 2015, an other-than-temporary-impairment charge was recorded on one private-label mortgage-backed security. 22 Noninterest Expense The following table presents a comparison of noninterest expense for the years ended December 31, 2016 and 2015: (Dollars in thousands) Noninterest Expense Table 5. Noninterest Expense December 31 Change 2016 2015 Amount % Salaries and employee beneﬁts . . . . . . . . . . . . . . . . . . . . . . . . . Occupancy, net . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Furniture and equipment . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Advertising . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Legal and professional . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Data processing . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Pennsylvania bank shares tax . . . . . . . . . . . . . . . . . . . . . . . . . . Intangible amortization . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . FDIC insurance . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . ATM/debit card processing . . . . . . . . . . . . . . . . . . . . . . . . . . . Foreclosed real estate . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Telecommunications . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Other . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Total . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $18,276 2,241 879 1,155 1,508 2,093 902 — 580 855 1,333 429 2,924 $33,175 $17,186 2,240 924 1,105 1,093 2,051 815 181 663 830 462 555 3,031 $31,136 $1,090 1 (45) 50 415 42 87 (181) (83) 25 871 (126) (107) $2,039 6.3 — (4.9) 4.5 38.0 2.0 10.7 (100.0) (12.5) 3.0 188.5 (22.7) (3.5) 6.5 2016 versus 2015 Salaries and beneﬁts: This category is the largest noninterest expense category and these expenses increased by $1.1 million compared to the prior year. Pension expense increased $535 thousand due to pension settlement expense, salary expense increased $489 thousand and health insurance expense increased $114 thousand. These increases were partially offset by a decrease of $112 thousand in 401(k) incentive plan. See Note 15 of the accompanying consolidated ﬁnancial statements for additional information on beneﬁt plans. All other employee beneﬁt expenses remained consistent with 2015 levels. Net Occupancy: This category includes all of the expense associated with the properties and facilities used for bank operations such as depreciation, leases, maintenance, utilities and real estate taxes. Depreciation expense increased slightly in 2016, but was offset by lower utility expenses and less third party maintenance expenses, due to increased in-house maintenance efforts. Legal and professional fees: This category consists of fees paid to outside legal counsel, consultants, and audit fees. In total, these fees increased $415 thousand from 2015. The increase was primarily from legal fees associated with a lawsuit brought against the Corporation in 2015. This lawsuit was more thoroughly described in our current report on Form 8-K ﬁled on July 29, 2016. It is expected that the Corporation will incur additional legal expenses until this lawsuit is resolved. Internal and external audit fees increased by $93 thousand. Data processing: The largest cost in this category is the expense associated with the Bank’s core processing system and related services, and accounted for $1.2 million of the total data processing costs in 2016 and $1.1 million in 2015. The increase in 2016 was due to higher customer utilization of the Bank’s various electronic banking products. FDIC insurance: This category consists of the total fees paid to the Federal Deposit Insurance Corporation. The expense for 2016 decreased compared to prior year as an improvement in the Bank’s credit quality reduced the assessment factor. Also, in the third quarter of 2016, the FDIC lowered the assessment rate on banks with less than $10 billion in assets, as the surplus accumulated in its deposit insurance fund reached the required level. Foreclosed real estate: This category consists of expenses related to collecting loans and expenses to carry other real estate owned. In 2016, the Bank wrote down the value of one property by $1.2 million. Other: Other noninterest expense decreased in 2016, as the Bank took one-time expenses in 2015 to fulﬁll the funding requirement of a deferred director’s beneﬁt plan established thirty years ago ($70 thousand), and expenses related to branch assets taken out of service in 2015 ($60 thousand). 23 The following table presents a comparison of noninterest expense for the years ended December 31, 2015 and 2014: Table 5.1 Noninterest Expense (Dollars in thousands) Noninterest Expense . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Salaries and employee beneﬁts . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Occupancy, net Furniture and equipment . . . . . . . . . . . . . . . . . . . . . . . . Advertising . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Legal and professional . . . . . . . . . . . . . . . . . . . . . . . . . Data processing . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Pennsylvania bank shares tax . . . . . . . . . . . . . . . . . . . . . Intangible amortization . . . . . . . . . . . . . . . . . . . . . . . . . FDIC insurance . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . ATM/debit card processing . . . . . . . . . . . . . . . . . . . . . . Foreclosed real estate . . . . . . . . . . . . . . . . . . . . . . . . . . Telecommunications . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Other . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Total 2015 versus 2014 December 31 Change 2015 2014 Amount % $17,186 2,240 924 1,105 1,093 2,051 815 181 663 830 462 555 3,031 $31,136 $17,179 2,359 976 1,225 1,221 1,824 694 518 908 730 315 488 3,136 $31,573 $ 7 (119) (52) (120) (128) 227 121 (337) (245) 100 147 67 (105) $(437) — (5.0) (5.3) (9.8) (10.5) 12.4 17.4 (65.1) (27.0) 13.7 46.7 13.7 (3.3) (1.4) Salaries and beneﬁts: This category is the largest noninterest expense category; however, these expenses increased by only $7 thousand compared to the prior year. Health insurance expense increased $180 thousand, which was offset by a decrease of $93 thousand in salary expense, due to open positions, and a decrease in split dollar plan expenses of $73 thousand. All other employee beneﬁt expenses remained consistent with 2014 levels. Net Occupancy: Depreciation expense was down in 2015, as well as less utility and snow removal expense due to a warmer winter than experienced in 2014. Legal and professional fees: The decreases were primarily in internal audit fees, due to a change in internal audit ﬁrms and in consulting fees. Data processing: The largest cost in this category is the expense associated with the Bank’s core processing system and related services, and accounted for $1.1 million of the total data processing costs in 2015 and 2014. The increase in 2015 was due to higher customer utilization of the Bank’s various electronic banking products. FDIC insurance: The expense for 2015 decreased compared to prior year as an improvement in the Bank’s credit quality reduced the assessment factor. Other: Other noninterest expense decreased in 2015 due primarily to higher nonrecurring expenses in 2014. The Bank incurred $182 thousand in penalties for prepaying FHLB debt in 2014 compared to none in 2015. The Bank also wrote off $128 thousand in development costs for a potential community office site that was deferred and $83 thousand of furniture and equipment expense in 2014 from the consolidation of three community offices in January 2015. The Bank took one-time expenses to fulﬁll the funding requirement of a deferred director’s beneﬁt plan established thirty years ago ($70 thousand), as well as expenses related to branch assets taken out of service in 2015 ($60 thousand). Provision for Income Taxes The Corporation recorded a Federal income tax expense of $1.3 million in 2016, compared to $2.3 million in 2015 and $2.0 million in 2014. The effective tax rate for 2016, 2015, and 2014 was 13.9%, 18.2%, and 19.3% respectively. The income tax provision and effective tax rate were lower in 2016, due to lower pre-tax income as a result of an increase in the provision for loan loss expense, a $1.2 million write-down on an other-real-estate-owned property and more tax-free income in 2016. During 2015, the Corporation reduced the deferred tax valuation allowance related to capital losses by $200 thousand primarily due to a gain on conversion and sale of equity securities. Without this reduction, the effective tax rate for 2015 would have been 19.8% compared to 19.3% in 2014. For a more comprehensive analysis of Federal income tax expense refer to Note 12 of the accompanying consolidated ﬁnancial statements. 24 Financial Condition One method of evaluating the Corporation’s condition is in terms of its sources and uses of funds. Assets represent uses of funds while liabilities represent sources of funds. At December 31, 2016, total assets increased 8.9% over the prior year to $1.127 billion from $1.035 billion at the end of 2015. Interest Bearing Deposits in Other Banks: This asset increased $1.3 million year-over-year, but the average balance for 2016 fell by $5.9 million. At year-end, approximately $19 million was in the form of short-term certiﬁcates of deposit. Approximately $479 thousand was held in an interest-bearing account at the Federal Reserve. Investment Securities: The investment portfolio serves as a mechanism to invest funds if funding sources out pace lending activity, to provide liquidity for lending and operations, and provide collateral for deposits and borrowings. The mix of securities and investing decisions are made as a component of balance sheet management. Debt securities include U.S. Government Agencies, U.S. Government Agency mortgage-backed securities, non-agency mortgage-backed securities, state and municipal government bonds, and trust preferred securities. The equity portfolio consists of one community bank stock. The average life of the portfolio is 4.1 years and $79.1 million (fair value) is pledged as collateral for deposits. The Bank has no investments in a single issuer that exceeds 10% of shareholders equity. All securities are classiﬁed as available for sale and all investment balances refer to fair value, unless noted otherwise. The following table presents the amortized cost and estimated fair value of investment securities by type at December 31 for the past three years: Table 6. Investment Securities at Amortized Cost and Estimated Fair Value (Dollars in thousands) Equity securities . . . . . . . . . . . . . . . . . . . . . U.S. Government and Agency securities . . . . . Municipal securities . . . . . . . . . . . . . . . . . . . Trust preferred securities . . . . . . . . . . . . . . . . . . . . . . . . Agency mortgage-backed securities Private-label mortgage-backed securities . . . . . Asset-backed securities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Total 2016 2015 2014 Amortized Cost $ 164 12,598 62,763 5,979 61,305 1,053 33 $143,895 Fair value 290 $ 12,720 62,985 5,461 61,284 1,104 31 $143,875 Amortized Cost $ 164 13,705 67,851 5,958 69,284 1,335 38 $158,335 Fair value 233 $ 13,836 69,188 5,289 69,519 1,372 36 $159,473 Amortized Cost $ 274 15,854 66,832 5,940 78,779 1,675 45 $169,399 Fair value $ 1,053 15,963 68,366 5,137 79,494 1,695 43 $171,751 The following table presents investment securities at December 31, 2016 by maturity, and the weighted average yield interest and the for each maturity presented. The yields presented in this table are calculated using tax-equivalent amortized cost. Table 7. Maturity Distribution of Investment Portfolio One year or less After one year through ﬁve years After ﬁve years through ten years After ten years Total Fair Value (Dollars in thousands) Available for Sale . . . $ — U.S. Government and Agency securities 2,146 Municipal securities . . . . . . . . . . . . . . . — . . . . . . . . . . . . Trust preferred securities — . . . . . . Agency mortgage-backed securities — Private-label mortgage-backed securities . . . 23 . . . . . . . . . . . . . Asset-backed securities Total . . . . . . . . . . . . . . . . . . . . . . . . $2,169 Yield Fair Value Yield Fair Value Yield Fair Value Yield Fair Value Yield — 2.23% $ 4,246 3.71% 31,738 5,461 2.53% 50,397 1,104 8 3.23% $92,954 — — 1.13% $ 12,720 3.55% 62,985 2.29% 5,461 2.32% 61,284 5.30% 1,104 31 3.48% 2.72% $143,585 1.83% 3.69% 2.29% 2.35% 5.30% 0.90% 2.92% — 2.13% $ 4,706 3.54% 21,686 — 2.45% 8,110 — — 2.94% $34,502 — — — $ 3,768 6.19% 7,415 — — 2,777 — — — — 0.27% 6.13% $13,960 25 Table 3 shows the three-year trend of average balances and yields on the investment portfolio. The average balances and year-over-year ending balances declined (Table 6), due primarily to cash-ﬂow from called municipal and mortgage-backed securities not being reinvested into the portfolio. The yield on the portfolio declined slightly from 2.83% in 2015 to 2.80% in 2016. U.S. Agency mortgage-backed securities and municipal bonds continue to comprise the largest sectors by fair value of the portfolio, approximately 86% in total. The Bank expects that the portfolio will continue to remain concentrated in these investment sectors. The portfolio produced $29.2 million in cash ﬂows in 2016 while the Corporation recorded a gain of $16.6 million was invested into the portfolio during the year. For the year, $22 thousand on multiple municipal calls and an other-than-temporary impairment charge of $40 thousand on three private-label mortgage-backed securities. Municipal Bonds: The Bank’s municipal bond portfolio is well diversiﬁed geographically and is comprised of both tax-exempt (91% of the portfolio) and taxable (9% of the portfolio) municipal bonds. General obligation bonds (76%) and revenue bonds (17%) comprise the largest portions of the portfolio. The portfolio holds 106 issues within 28 states. The largest dollar exposure is to issuers in the state of Texas (fair value of $8.5 million/14 issues) and Pennsylvania (fair value of $8.1 million/14 issues). Forty-six percent of the portfolio has either private bond insurance or some other type of credit enhancement. When purchasing municipal bonds, the Bank looks primarily to the underlying credit of the issuer as a sign of credit quality and then to any credit enhancement. Approximately $62 million of the portfolio is rated ‘‘A’’ or higher by a nationally recognized rating agency and the weighted average rating of the portfolio is ‘‘Aa2’’. The Bank owns one issue for $600 thousand that is not rated. Trust Preferred Bonds: The holdings remain the same as at the prior year end, but the unrealized loss has declined from $669 thousand to $518 thousand year-over-year. The credit ratings for each bond are similar to the ratings one year prior. Trust preferred securities are typically issued by a subsidiary grantor trust of a bank holding company, which uses issued by the bank holding company. the proceeds of the equity issuance to purchase deeply subordinated debt Trust-preferred securities can reﬂect single entity issues or a group of entities (pooled trust preferred). Pooled trust preferred securities have been the subject of signiﬁcant write-downs due in some cases from the default of one issuer in the pool that then impairs the entire pool. All of the Bank’s issues are single issuer, variable rate notes with long ﬁnal maturities (2027 − 2028) that continue to pay dividends as scheduled. See Note 4 of the accompanying ﬁnancial statements for more information on the trust preferred securities. Mortgage-backed Securities (MBS): This sector holds $62.4 million or 43% of the total portfolio. The majority of this sector ($61.3 million) is comprised of U.S. Government Agency MBS. The Government MBS sector is comprised of mortgage backed securities and collateralized mortgage obligations, both ﬁxed and variable rate. In addition, the Bank holds ﬁve private-label mortgage-backed securities (PLMBS) with a fair value of $1.1 million and an amortized cost of $1.1 million. The Bank’s private-label mortgage-backed securities (PLMBS) portfolio is comprised primarily of Alt-A loans. Alt-A loans are ﬁrst-lien residential mortgages that generally conform to traditional ‘‘prime’’ credit guidelines; however, loan factors such as the loan-to-value ratio, loan documentation, occupancy status or property type cause these loans not to qualify for standard underwriting programs. The Alt-A product in the Bank’s portfolio is comprised of ﬁxed-rate mortgages that were originated between 2004 and 2006 and all were originally rated AAA. The bonds issued in 2006 are experiencing the highest delinquency and loss rates. All of these bonds originally had some type of credit support tranche to absorb any loss prior to losses at the senior tranche held by the Bank, but this has eroded completely on some bonds as they have started to experience losses. The Bank recorded other-than-temporary impairment charges of $40 thousand on three PLMBS in 2016. Based on the performance of some of the PLMBS, it appears as if the underwriting standards that were represented in the offering, and resulted in the AAA rating, were not followed. As a result, the Bank purchased some securities based on these misrepresentations, and it is most likely that these securities would not have been purchased had all the information been reported correctly. See Note 4 of the accompanying ﬁnancial statements for more information on the mortgage-backed securities. Impairment: Table 8 reﬂects the temporary impairment in the investment portfolio, aggregated by investment category, length of time that individual securities have been in a continuous unrealized loss position and the number of securities in each category as of December 31, 2016 and 2015. The condition of the portfolio at year-end 2016, as measured by the dollar amount of temporarily impaired securities is slightly worse since year-end 2015. The municipal sector recorded the largest unrealized loss. The municipal and Agency MBS sectors contain the greatest number of securities with an unrealized loss. 26 For securities with an unrealized loss, Management applies a systematic methodology in order to perform an assessment of the potential for other-than-temporary impairment. In the case of debt securities, investments considered for other-than-temporary impairment: (1) had a speciﬁed maturity or repricing date; (2) were generally expected to be redeemed at par, and (3) were expected to achieve a recovery in market value within a reasonable period of time. In addition, the Bank considers whether it intends to sell these securities or whether it will be forced to sell these securities before the earlier of amortized cost recovery or maturity. Equity securities are assessed for other-than-temporary impairment based on the length of time of impairment, dollar amount of the impairment and general market and ﬁnancial conditions relating to speciﬁc issues. The impairment identiﬁed on debt and equity securities and subject to assessment at December 31, 2016, was deemed to be temporary and required no further adjustments to the ﬁnancial statements, unless otherwise noted. The following table presents the temporary impairment in the security portfolio for the years presented: Table 8. Temporary Impairment Less than 12 months December 31, 2016 12 months or more Fair Value (Dollars in thousands) U.S. Government and Agency securities . . . . . . . $ Municipal securities . . . . . . . . . . . . . . . . . . . Trust preferred securities . . . . . . . . . . . . . . . . . . . . . . . . . Agency mortgage-backed securities Private-label mortgage-backed securities . . . . . . Asset-backed securities . . . . . . . . . . . . . . . . . Total 789 23,407 — 26,995 281 — . . . . . . . . . . . . . . . . . . . . . . . . . . . . $51,472 Unrealized Losses $ (9) (417) — (359) (5) — $(790) Count 1 43 — 39 1 — 84 Fair Value $ 3,413 1,598 5,461 4,656 — 4 $15,132 Unrealized Losses $ (17) (154) (518) (93) — (2) $(784) Count 10 2 7 11 — 1 31 Fair Value $ 4,202 25,005 5,461 31,651 281 4 $66,604 Less than 12 months December 31, 2015 12 months or more Fair Value (Dollars in thousands) U.S. Government and Agency securities . . . . . . . $ Municipal securities . . . . . . . . . . . . . . . . . . . Trust preferred securities . . . . . . . . . . . . . . . . . . . . . . . . . Agency mortgage-backed securities Private-label mortgage-backed securities . . . . . . Asset-backed securities . . . . . . . . . . . . . . . . . Total 479 5,806 — 18,977 — — . . . . . . . . . . . . . . . . . . . . . . . . . . . . $25,262 Unrealized Losses (1) $ (35) — (215) — — $(251) Count 3 8 — 29 — — 40 Fair Value $ 4,364 4,785 5,289 7,394 246 5 $22,083 Unrealized Losses $ (32) (183) (669) (171) (2) (2) $(1,059) Count 10 7 7 13 1 1 39 Fair Value $ 4,843 10,591 5,289 26,371 246 5 $47,345 Total Unrealized Losses $ (26) (571) (518) (452) (5) (2) $(1,574) Total Unrealized Losses $ (33) (218) (669) (386) (2) (2) $(1,310) Count 11 45 7 50 1 1 115 Count 13 15 7 42 1 1 79 The unrealized loss in the trust preferred sector declined by $151 thousand compared to the prior year-end and market prices continued to show some improvement during the year. All of the Bank’s trust preferred securities are variable rate notes with long maturities (2027 − 2028) from companies that received money (and in some cases paid back) from the Troubled Asset Relief Program (TARP), continue to pay dividends and have raised capital. The credit ratings on this portfolio are similar to the prior year and no bonds have missed or suspended any payments. At December 31, 2016, the Bank believes it will be able to collect all interest and principal due on these bonds and that it will not be forced to sell these bonds prior to maturity. Therefore, no other-than-temporary-impairment charges were recorded. The municipal securities portfolio had a $353 thousand increase in unrealized losses since the end of 2015. The change in value in this sector is driven by market interest rates since these bonds have very low credit risk. The PLMBS sector continues to show a gross unrealized loss of $5 thousand on one security. The majority of this sector is comprised of ‘‘Alt-A’’ PLMBS. These bonds were all rated AAA at time of purchase but have since experienced rating declines. Some have experienced increased delinquencies and defaults, while others have seen the credit support increase as the bonds paid-down. The Bank monitors the performance of the Alt-A investments on a regular basis and reviews delinquencies, default rates, credit support levels and various cash ﬂow stress test scenarios. In determining the credit related loss, Management considers all principal past due 60 days or more as a loss. If additional principal moves beyond 60 days past due, it will also be considered a loss. As a result of the analysis on PLMBS it was determined that three bonds contained losses that were considered other-than-temporary. Management determined $40 thousand was credit 27 related and therefore, recorded an impairment charge of $40 thousand against earnings in 2016. Management continues to monitor these securities and it is possible that additional write-downs may occur if current loss trends continue. The Bank held $1.8 million of restricted stock at the end of 2016 of which $1.7 million is stock in the Federal Home Loan Bank of Pittsburgh (FHLB). FHLB stock is carried at a cost of $100 per share. FHLB stock is evaluated for impairment primarily based on an assessment of the ultimate recoverability of its cost. As a government sponsored entity, FHLB has the ability to raise funding through the U.S. Treasury that can be used to support it operations. There is not a public market for FHLB stock and the beneﬁts of FHLB membership (e.g., liquidity and low cost funding) add value to the stock beyond purely ﬁnancial measures. If FHLB stock were deemed to be impaired, the write-down for the Bank could be signiﬁcant. Management intends to remain a member of the FHLB and believes that it will be able to fully recover the cost basis of this investment. Loans: Average gross loans for 2016 increased by $88.3 million to $832.9 million compared to $744.6 million in 2015. Commercial loans and home equity loans and lines of credit showed an increase in average balances during the year, which was partially offset by a decline in average residential mortgage and consumer loans during the year. The yield on the portfolio declined again in 2016 after another year of low interest rates, dropping to 4.15% in 2016 from 4.23% in 2015. Table 3 presents detail on the average balances and yields earned on loans for the past three years. The following table shows loans outstanding, by primary collateral, as of December 31 for the past 5 years. Table 9. Loan Portfolio 2016 % 2015 % December 31 2014 % (Dollars in thousands) Residential real estate 1-4 family Balance Change Balance Change Balance Change Balance Consumer ﬁrst lien . . . . . . . . . . . . . . . . . $103,125 65,445 Commercial ﬁrst lien . . . . . . . . . . . . . . . . 168,570 Total ﬁrst liens . . . . . . . . . . . . . . . . . . 44,817 Consumer junior lien and lines of credit . . . . . 5,396 . . . Commercial junior liens and lines of credit 50,213 Total junior liens and lines of credit . . . . . . 218,783 Total residential real estate 1-4 family . . . (0.6) $103,698 13.3 57,780 4.4 161,478 (0.4) 44,996 (8.8) 5,917 (1.4) 50,913 3.0 212,391 (1.3) $105,014 56,300 2.6 161,314 0.1 38,132 18.0 5,663 4.5 43,795 16.3 205,109 3.6 1.4 (3.7) (0.4) 10.1 (4.6) 7.9 1.2 $103,573 58,466 162,039 34,636 5,939 40,575 202,614 Residential real estate construction 1,350 Consumer purpose . . . . . . . . . . . . . . . . 7,625 Commercial purpose . . . . . . . . . . . . . . . 8,975 Total residential real estate construction . . 390,584 Commercial real estate . . . . . . . . . . . . . . . . 270,826 . . . . . . . . . . . . . . . . . . . . . . Commercial 661,410 . . . . . . . . . . . . . . . . . . 4,705 Consumer . . . . . . . . . . . . . . . . . . . . . . . . 893,873 Total loans . . . . . . . . . . . . . . . . . . . . . . (11,075) Less: Allowance for loan losses . . . . . . . . . . . Net loans . . . . . . . . . . . . . . . . . . . . . . . . $882,798 Total commercial 147.7 3.8 13.8 14.6 25.4 18.8 (7.7) 14.3 9.8 14.4 545 7,343 7,888 340,695 215,942 556,637 5,100 782,016 (10,086) $771,930 (66.5) (9.2) (18.8) 4.4 20.6 10.1 (17.1) 7.6 10.7 7.6 1,627 8,088 9,715 326,482 179,071 505,553 6,154 726,531 (9,111) $717,420 (58.9) (5.5) (22.4) (0.9) 5.1 1.2 (28.3) 0.4 (6.1) 0.5 3,960 8,559 12,519 329,373 170,327 499,700 8,580 723,413 (9,702) $713,711 2013 2012 % Change Balance 10.4 (3.9) 4.8 (2.4) (12.6) (4.1) 2.9 21.7 (29.7) (18.9) (9.5) 2.2 (5.8) (19.5) (4.0) (6.5) (4.0) $ 93,790 60,809 154,599 35,494 6,794 42,288 196,887 3,255 12,177 15,432 363,874 166,734 530,608 10,652 753,579 (10,379) $743,200 Residential real estate: This category is comprised of ﬁrst lien loans and, to a lesser extent, junior liens and lines of credit secured by residential real estate. Total residential real estate loans increased $6.4 million over 2015, primarily the result of an increase in commercial ﬁrst lien loans. The Bank’s residential mortgage portfolio held steady during 2016 as mortgage originations kept pace with run-off. In 2016, including approximately $8.9 million for a fee through a third party brokerage agreement. The Bank does not originate or hold any loans that would be considered sub-prime or Alt-A, and does not generally originate mortgages outside of its primary market area. The Bank expects 2017 activity to be primarily purchase money mortgages as reﬁnance activity has slowed. the Bank originated $24.3 million in mortgages, 28 Commercial purpose loans in this category represent loans made for various business needs, but are secured with residential real estate. In addition to the real estate collateral, it is possible that additional security is provided by personal guarantees or UCC ﬁlings. These loans are underwritten as commercial loans and are not originated to be sold. The growth in this sector was primarily 1-4 family investment properties. Residential real estate construction: The largest component of this category represents loans to residential real estate developers of $7.6 million, while loans for individuals to construct personal residences totaled $1.4 million at December 31, 2016. The Bank’s exposure to residential construction loans is concentrated primarily in south central Pennsylvania. Real estate construction loans, including residential real estate and land development loans, occasionally provide an interest reserve in order to assist the developer during the development stage when minimal cash ﬂow is generated. All real estate construction loans are underwritten in the same manner, regardless of the use of an interest reserve. At December 31, 2016, the Bank had $697 thousand in real estate construction loans funded with an interest reserve and capitalized $105 thousand of interest from these reserves on active projects during 2016. These loans are comprised of $209 thousand in residential construction and $488 thousand in commercial construction (reported in the commercial real estate category). Real estate construction loans are monitored on a regular basis by either an independent third party inspector or the assigned loan officer depending on loan amount or complexity of the project. This monitoring process includes, at a minimum, the submission of invoices or AIA documents (depending on the complexity of the project) detailing costs incurred by the borrower, on-site inspections, and a signature by the assigned loan officer for disbursement of funds. Commercial loans: Commercial loans continue to be the largest loan category on the balance sheet and increased 18.8% compared to the end of 2015. In 2016, the Bank approved approximately $204 million in commercial loans and commitments with approximately $180 million in new money advances. Low rates continue to make variable rate loans attractive to borrowers. However, in today’s low rate environment, the extremely low rates squeeze loan proﬁtability. The competition for good quality loans continues to be strong with the best customers able to attract multiple offers. In addition, where the Bank was able to book new loans with rate ﬂoors in prior years, the competitive environment has seen the use of rate ﬂoors more difficult to obtain. Commercial real estate (CRE): This category includes commercial, industrial, farm and agricultural loans, where real estate serves as the primary collateral for the loan. This loan category increased by $49.9 million over the prior year. The increases in 2016 were primarily in office buildings and manufacturing facilities. The largest sectors (by collateral) in CRE are: office buildings ($58.9 million), hotel and motel ($45.6 million), land development ($42.1 million) and apartment units ($37.5 million). Commercial (C&I): This category includes commercial, industrial, farm, agricultural, and tax free loans. Collateral for these loans may include business assets or equipment, personal guarantees, or other non-real estate collateral. C&I loans increased $54.9 million over the 2015 ending balance, primarily in tax free municipal loans. At December 31, 2016, the Bank had approximately $153 million of tax free loans in its portfolio. The largest sectors (by industry) are: public administration ($65.9 million), utilities ($34.4 million), educational services ($29.7 million) and retail trade ($25.6 million). The Bank does not have any loan exposure to the oil and gas industry. The Bank is active in its market in pursuing commercial lending opportunities and has historically supplemented in-market growth with purchased loan participations. Commercial loan participations were purchased in an effort to increase commercial lending and diversify the loan mix, both geographically and by industry sector. Purchased loans are originated primarily within the south central Pennsylvania market and are purchased from only a few select counter parties. These loans usually represent an opportunity to participate in larger credits that are not available in market, with the beneﬁt of lower origination and servicing costs. In 2016, the Bank purchased $17.0 million of loan participations and commitments, approximately $27 million less than in 2015. At December 31, 2016, the Bank held $133.3 million in purchased loan participations in its portfolio compared to $136.5 million at the prior year-end. The Bank expects that commercial lending will continue to be the primary area of loan growth in the future via in-market lending, but it expects new purchase participations to decline. 29 Consumer loans: This category is mainly comprised of unsecured personal lines of credit, which continue to show a downward trend in outstanding balances. This category declined by $395 thousand from 2015. With the unwillingness of consumers to increase their debt, and the highly priced competitive nature of consumer lending, the consumer portfolio is expected to continue to run-down throughout 2017. Table 10. Maturities and Interest Rate Terms of Selected Loans The following table presents the stated maturities (or earlier call dates) of selected loans as of December 31, 2016. Consumer purpose residential mortgages and consumer loans are excluded from the presentation. (Dollars in thousands) Loans: Less than 1 year 1 − 5 years Over 5 years Total Residential real estate construction . . . . . . . . . . . . . . . . . . . . . . . Commercial real estate . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Commercial . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Total . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 5,083 44,141 71,172 $120,396 $ 2,542 49,309 40,414 $92,265 Loans with ﬁxed and variable interest rates at December 31, 2016 are shown below: $ — $ 7,625 390,584 270,826 $669,035 297,134 159,240 $456,374 (Dollars in thousands) Loans with ﬁxed rates . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Loans with variable rates . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Total . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Less than 1 year $ 5,969 114,427 $120,396 1 − 5 years $47,737 44,528 $92,265 Over 5 years $ 70,972 385,402 $456,374 Total $124,678 544,357 $669,035 Loan Quality: Management utilizes a risk rating scale ranging from 1 (Prime) to 9 (Loss) to evaluate loan quality. This risk rating scale is used primarily for commercial purpose loans. Consumer purpose loans are identiﬁed as either a pass or substandard rating. Substandard consumer loans are loans that are 90 days or more past due and still accruing. Loans rated 1 − 4 are considered pass credits. Loans that are rated 5 are pass credits, but have been identiﬁed as credits that are likely to warrant additional attention and monitoring. Loans rated 6 (Special Mention) or worse begin to receive enhanced monitoring and reporting by the Bank. Loans rated 7 (Substandard) or 8 (Doubtful) exhibit the greatest ﬁnancial weakness and present the greatest possible risk of loss to the Bank. Nonaccrual loans are rated no better than 7. The following represents some of the factors used in determining the risk rating of a borrower: cash ﬂow, debt coverage, liquidity, management, and collateral. Risk ratings, for pass credits, are generally reviewed annually for term debt and at renewal for revolving or renewing debt. The Bank monitors loan quality by reviewing four measurements: (1) loans rated 6 or worse (collectively ‘‘watch list’’), (2) delinquent loans, (3) other real estate owned (OREO), and (4) net-charge-offs. Watch list loans exhibit ﬁnancial weaknesses that increase the potential risk of default or loss to the Bank. However, inclusion on the watch list, does not by itself, mean a loss is certain. The watch list includes both performing and nonperforming loans. Watch list loans totaled $18.5 million at year-end compared to $27.9 million one year earlier. The watch list is comprised of $1.2 million rated 6-Special Mention, and $17.3 million rated 7-Substandard. The Bank has no loans rated 8 (Doubtful) or 9 (Loss). The composition of the watch list loans, by primary collateral, is shown in Note 6 of the accompanying ﬁnancial statements and includes all those loans rated lower than ‘‘pass’’. Included in the 2016 substandard loan total is $4.8 million of nonaccrual loans compared to $5.4 million one year earlier. Of the nonaccrual loans, the most signiﬁcant nonaccrual loans are reported on Table 12. The Bank’s Loan Management Committee reviews these loans and risk ratings on a quarterly basis in order to proactively identify and manage problem loans. In addition, a committee meets monthly to discuss possible workout strategies for OREO and all credits rated 7 or worse. Management also tracks other commercial loan risk measurements including high loan to value loans, concentrations, participations and policy exceptions and reports these to the Credit Risk Oversight Committee of the Board of Directors. The Bank also uses a third-party consultant to assist with internal loan review with a goal of reviewing 60% of commercial loans each year. The FDIC deﬁnes certain supervisory loan-to-value lending limits. The Bank’s internal loan-to-value limits are all equal to, or have a lower loan-to-value limit, than the supervisory limits. At December 31, 2016, the Bank had loans of $26.8 million that exceeded the supervisory limit. Delinquent loans are a result of borrowers’ cash ﬂow and/or alternative sources of cash being insufficient to repay loans. The Bank’s likelihood of collateral liquidation to repay the loans becomes more probable the further behind a 30 borrower falls, particularly when loans reach 90 days or more past due. Management monitors the performance status of loans by the use of an aging report. The aging report can provide an early indicator of loans that may become severely delinquent and possibly result in a loss to the Bank. See Note 6 in the accompanying ﬁnancial statements for information on the aging of payments in the loan portfolio. Nonaccruing loans generally represent Management’s determination that the borrower will be unable to repay the loan in accordance with its contractual terms and that collateral liquidation may or may not fully repay both interest and principal. It is the Bank’s policy to evaluate the probable collectability of principal and interest due under terms of loan contracts for all loans 90-days or more, nonaccrual loans, or impaired loans. Further, it is the Bank’s policy to discontinue accruing interest on loans that are not adequately secured and in the process of collection. Upon determination of nonaccrual status, the Bank subtracts any current year accrued and unpaid interest from its income, and any prior year accrued and unpaid interest loan losses. Management continually monitors the status of nonperforming loans, the value of any collateral and potential of risk of loss. Nonaccrual loans are rated no better than 7 (Substandard). from the allowance for Loan quality improved slightly during 2016, as measured by the balance of nonperforming loans reported in Table 11. Nonperforming loans have decreased by $594 thousand with the majority of the decrease coming in ﬁrst lien residential real estate. Table 12 identiﬁes the most signiﬁcant loans in nonaccrual status. These three nonaccrual loans in Table 12 account for 86% of the total nonaccrual balance. Also included in the nonaccrual total are $3.1 million of loans classiﬁed as troubled debt restructurings (TDR), including credits 1 and 3 on Table 12. A TDR loan is maintained on nonaccrual status until a satisfactory repayment history is established. Potential problem loans, deﬁned as watch list loans less loans on nonaccrual or past due more than 90 days, at December 31, 2016 totaled $17.1 million compared to $22.1 million at December 31, 2015. The following table presents a ﬁve year summary of nonperforming assets as of December 31 of each year: Table 11. Nonperforming Assets (Dollars in thousands) Nonaccrual loans Residential real estate 1-4 family Total First liens . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Junior liens and lines of credit . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Residential real estate construction . . . . . . . . . . . . . . . . . Commercial real estate . . . . . . . . . . . . . . . . . . . . . . . . . Commercial . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Consumer . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Total nonaccrual loans . . . . . . . . . . . . . . . . . . . . . . . . . . Loans past due 90 days or more and still accruing Residential real estate 1-4 family Total First liens . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Junior liens and lines of credit . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Residential real estate construction . . . . . . . . . . . . . . . . . Commercial real estate . . . . . . . . . . . . . . . . . . . . . . . . . Commercial . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Consumer . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Total loans past due 90 days or more and still accruing . . . Total nonperforming loans . . . . . . . . . . . . . . . . . . . . Repossessed assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . Other real estate owned . . . . . . . . . . . . . . . . . . . . . . . . . Total nonperforming assets . . . . . . . . . . . . . . . . . . . . . . . Nonperforming loans to total gross loans . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Nonperforming assets to total assets Allowance for loan losses to nonperforming loans . . . . . . . 2016 2015 December 31 2014 2013 2012 $ 231 86 317 480 3,956 23 — 4,776 — — — — 665 — — 665 5,441 — 4,915 $10,356 $ 806 105 911 502 3,681 276 — 5,370 214 — 214 — 152 2 — 368 5,738 — 6,451 $12,189 $ 1,124 169 1,293 931 8,430 1,637 — 12,291 165 — 165 — 140 — 17 322 12,613 — 3,666 $16,279 $ 2,599 107 2,706 538 19,001 2,398 — 24,643 302 41 343 — 207 44 10 604 25,247 — 4,708 $29,955 $ 3,584 758 4,342 557 28,659 2,836 — 36,394 120 112 232 — — 315 16 563 36,957 — 5,127 $42,084 0.61% 0.92% 0.73% 1.18% 203.55% 175.78% 1.74% 1.63% 72.23% 3.49% 3.04% 38.43% 4.90% 4.10% 28.08% 31 The following table provides information on the most signiﬁcant nonaccrual loans as of December 31, 2016. Table 12. Signiﬁcant Nonaccrual Loans (Dollars in thousands) Credit 1 . . . . . . . . . . . . Balance 1,728 ALL Reserve — Nonaccrual Date Mar-12 TDR Status Y December 31, 2016 Collateral 1st & 2nd liens on commercial real estate, residential real estate & business assets Location PA Last Appraisal(1) Jan-16 $3,810 Credit 2 . . . . . . . . . . . . 1,138 — Dec-14 Credit 3 . . . . . . . . . . . . Total 1,250 . . . . . . . . . . . . . . $4,116 — $— Sep-16 N Y Hotel & entertainment complex 1st lien on farmland PA PA Apr-16 $4,200 Jul-14 $2,391 (1) Appraisal value, as reported, does not reﬂect the pay-off of any senior liens or the cost to liquidate the collateral, but does reﬂect only the Bank’s share of the collateral if it is a participated loan. Credit 1 is a TDR that is in compliance with its modiﬁed terms. Credit 2 is in the process is of foreclosure and is listed for sale. Credit 3 is a TDR in the process of foreclosure and a new appraisal has been ordered. Credits 1 and 2 were also reported on this table in 2015. In addition to monitoring nonaccrual the Bank also closely monitors impaired loans and troubled debt restructurings (TDR). A loan is considered to be impaired when, based on current information and events, it is probable that the Bank will be unable to collect all interest and principal payments due according to the originally contracted terms of the loan agreement. Nonaccrual loans (excluding consumer purpose loans) and TDR loans are considered impaired. loans, A loan is considered a troubled debt restructuring (TDR) if the creditor (the Bank), for economic or legal reasons related to the debtor’s ﬁnancial difficulties, grants a concession to the debtor that it would not otherwise consider. These concessions may include lowering the interest rate, extending the maturity, reamortization of payment, or a combination of multiple concessions. The Bank reviews all loans rated 6 or worse when it is providing a loan restructure, modiﬁcation or new credit facility to determine if the action is a TDR. If a TDR loan is placed on nonaccrual status, it remains on nonaccrual status for at least six months to ensure performance. In accordance with ﬁnancial accounting standards, TDR loans are always considered impaired until they are paid-off. However, an impaired TDR loan can be a performing loan. Impaired loans totaled $15.1 million at year-end compared to $16.8 million at December 31, 2015. Included in the impaired loan totals are $13.4 million of TDR loans. The following table shows the composition of the Bank’s impaired loans as of December 31, 2016. Table 13. Composition of Impaired Loans December 31, 2016 Nonaccrual Non-TDR TDR Accruing TDR Total Impaired (Dollars in thousands) Residential Real Estate 1-4 Family First liens . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Junior liens and lines of credit Total . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Residential real estate − construction . . . . . . . . . . . . . . . . . . . . . . . . . . Commercial real estate . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Commercial . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Total $ 80 86 166 — 1,458 23 $1,647 $ 151 — 151 480 2,498 — $3,129 $ 724 — 724 — 9,566 — $10,290 $ 955 86 1,041 480 13,522 23 $15,066 32 Note 6 of the accompanying ﬁnancial statements provides additional information on the composition of the impaired loans, including the allowance for loan loss that has been established for impaired loans and new TDR loans during the year. Allowance for Loan Losses: Management monitors loan performance on a monthly basis and performs a quarterly evaluation of the adequacy of the allowance for loan losses (ALL). The ALL is determined by segmenting the loan portfolio based on the loan’s collateral. When calculating the ALL, consideration is given to a variety of factors in establishing this estimate including, but not limited to, current economic conditions, diversiﬁcation of the loan portfolio, delinquency statistics, results of internal loan reviews, historical charge-offs, the adequacy of the underlying collateral (if collateral dependent) and other relevant factors. The Bank begins enhanced monitoring of all loans rated 6 (Special Mention) or worse, and obtains a new appraisal or asset valuation for any placed on nonaccrual and rated 7 (Substandard) or worse. Management, at its discretion, may determine that additional adjustments to the appraisal or valuation are required. Valuation adjustments will be made as necessary based on factors, including, but not limited to: the economy, deferred maintenance, industry, type of property/equipment, age of the appraisal, etc. and the knowledge Management has about a particular situation. In addition, the cost to sell or liquidate the collateral is also estimated and deducted from the valuation in order to determine the net realizable value to the Bank. When determining the allowance for loan losses, certain factors involved in the evaluation are inherently subjective and require material estimates that may be susceptible to signiﬁcant change, including the amounts and timing of future cash ﬂows expected to be received on impaired loans. Management monitors the adequacy of the allowance for loan losses on an ongoing basis and reports its the adequacy quarterly to the Credit Risk Oversight Committee of the Board of Directors. Management believes that allowance for loan losses at December 31, 2016 is adequate. The analysis for determining the ALL is consistent with guidance set forth in generally accepted accounting principles (GAAP) and the Interagency Policy Statement on the Allowance for Loan and Lease Losses. The analysis has two components, speciﬁc and general allocations. The speciﬁc component addresses speciﬁc reserves established for impaired loans. A loan is considered to be impaired when, based on current information and events, it is probable that the Bank will be unable to collect all interest and principal payments due according to the originally contracted terms of the loan agreement. Collateral values discounted for market conditions and selling costs are used to establish speciﬁc allocations for impaired loans. However, it is possible that as a result of the credit analysis, a speciﬁc reserve is not required for an impaired loan. For impaired loans with balances less than $250 thousand and consumer purpose loans, a speciﬁc reserve analysis is not performed and these loans are added to the general allocation pool. These loans totaled $383.3 thousand at year-end 2016 and are comprised primarily of loans secured by residential real estate. Management does not believe that excluding these loans from the speciﬁc reserve analysis presents any additional risk. The balance of impaired loans and the ALL for these loans declined in 2016. Note 6 of the accompanying ﬁnancial statements provides additional information about the ALL established for impaired loans. The general allocation component addresses the reserves established for pools of homogenous loans. The general component includes a quantitative and qualitative analysis. When calculating the general allocation, the Bank segregates its loan portfolio into the following sectors based primarily on the type of supporting collateral: residential real estate, commercial, industrial or agricultural real estate; commercial and industrial (C&I non-real estate), and consumer. Each sector may be further segregated by type of collateral, lien position, or owner/nonowner occupied properties. The quantitative analysis uses the Bank’s twenty quarter rolling historical loan loss experience adjusted for factors derived from current economic and market conditions that have been determined to have an effect on the probability and magnitude of a loss. Prior to 2015, the Bank was using an eight quarter rolling history for the quantitative analysis. The change to a longer historical period is based upon improving charge-offs and a more stable and slowly improving economy. As credit quality improved the Bank began to see lower charge-offs. The Bank believes that an eight quarter historical period presented the loss history during a very favorable period and it may not accurately reﬂect historical trends. It believes that a twenty quarter period covers a longer economic cycle and more accurately reﬂects its loss history and therefore is a more appropriate factor for calculating the general reserve in the current environment. The historical loss experience factor for the general allocation was .84% of gross loans ($7.5 million) at December 31, 2016, compared to .97% of gross loans ($7.1 million) at the prior year-end. The qualitative analysis utilizes a risk matrix that incorporates qualitative and environmental factors such as: loan volume, management, loan review process, credit concentrations, competition, and legal and regulatory issues. These factors are each risk rated from minimal to high risk and in total can add up to a qualitative factor of 37.5 basis points of gross loans. At December 31, 2016, the qualitative factor was 25.5 basis points, ($2.3 million) an increase from 21.5 basis points ($1.7 million) at the prior year-end. These factors are determined on the basis of Management’s observation, judgment and experience. The increase in the qualitative factor 33 was due primarily to the nature of, and the growth in the commercial loan portfolio. The Bank had an unallocated reserve of $1.3 million at December 31, 2016, unchanged from the prior year end. Real estate appraisals and collateral valuations are an important part of the Bank’s process for determining potential loss on collateral dependent loans and thereby have a direct effect on the determination of loan reserves, charge-offs and the calculation of the allowance for loan losses. As long as the loan remains a performing loan, no further updates to appraisals are required. If a loan or relationship migrates to nonaccrual and a risk rating of 7 or worse, an evaluation for impairment status is made based on the current information available at the time of downgrade and a new appraisal or collateral valuation is obtained. We believe this practice complies with the regulatory guidance. loan losses, Management, at In determining the allowance for its discretion, may determine that additional adjustments to the fair value obtained from an appraisal or collateral valuation are required. Adjustments will be made as necessary based on factors, including, but not limited to the economy, deferred maintenance, industry, type of property or equipment etc., and the knowledge Management has about a particular situation. In addition, the cost to sell or liquidate the collateral is also estimated and deducted from the valuation in order to determine the net realizable value to the Bank. If an appraisal is not available, Management may make its best estimate of the real value of the collateral or use last known market value and apply appropriate discounts. If an adjustment is made to the collateral valuation, this will be documented with appropriate support and reported to the Loan Management Committee. The following table shows, by loan segment, the activity in the ALL, the amount of the allowance established in each category and the loans that were evaluated for the ALL under a speciﬁc reserve (individually) and those that were evaluated under a general reserve (collectively) as of December 31, 2016. Table 14. Loan Segment of the Allowance for Loan Losses Commercial Real Estate Commercial Consumer Unallocated $ $ 5,649 (2,751) 19 3,192 6,109 1,519 (74) 167 281 1,893 $ $ 102 (167) 75 90 $ 100 $1,325 — — (4) $1,321 Total $ 10,086 (3,082) 296 3,775 $ 11,075 — $ 6,109 6,109 $ — 1,893 1,893 $ — 100 $ 100 $ — 4,705 $4,705 $ — $ 1,321 $1,321 — 11,075 $ 11,075 $ — $ 14,683 — 879,190 $ — $893,873 Residential Real Estate 1-4 Family Junior Liens & Lines of Credit Construction $ (Dollars in thousands) Allowance at December 31, 2015 . . $ Charge-offs . . . . . . . . . . . . . . . . . . . . . . . . . . . . Recoveries Provision . . . . . . . . . . . . . . . First Liens 989 (49) 35 130 Allowance at December 31, 2016 . . $ 1,105 $ 308 — — 15 323 $ 194 (41) — 71 $ 224 Allowance established for loans evaluated: Individually . . . . . . . . . . . . . . $ Collectively . . . . . . . . . . . . . . 1,105 Allowance at December 31, 2016 . . $ 1,105 — $ — $ 323 323 $ 224 $ 224 $ $ $ Loans evaluated for allowance: Individually . . . . . . . . . . . . . . $ Collectively . . . . . . . . . . . . . . 628 167,942 Total . . . . . . . . . . . . . . . . . . . . $168,570 $ 52 50,161 $50,213 $ 480 8,495 $8,975 $ 13,523 377,061 $390,584 $ — 270,826 $270,826 34 The following tables show the allocation of the allowance for loan losses by loan category as of December 31 for each of the past ﬁve years. Table 15. Allocation of the Allowance for Loan Losses 2016 % of 2015 % of 2014 % of 2013 % of 2012 % of Allowance (Dollars in thousands) Residential real estate 1-4 Balance Allowance Balance Allowance Balance Allowance Balance Allowance Balance family First liens Junior liens and lines of . . . . . . . . . . . . $ 1,105 credit . . . . . . . . . . . . . . . . . . . . . . . . . . . . Total 323 1,428 Residential real estate construction . . . . . . . . . . . Commercial real estate . . . . . . Commercial . . . . . . . . . . . . . Consumer . . . . . . . . . . . . . . Unallocated . . . . . . . . . . . . . Total 224 6,109 1,893 100 1,321 . . . . . . . . . . . . . . . . . $11,075 10 3 13 2 55 17 1 12 100 $ 989 308 1,297 194 5,649 1,519 102 1,325 $10,086 10 3 13 2 56 15 1 13 100 $ 994 271 1,265 214 4,978 1,515 127 1,012 $9,111 11 3 14 2 55 17 1 11 100 $ 913 228 1,141 276 5,196 2,099 138 852 $9,702 9 2 12 3 54 22 1 9 100 $ 744 260 1,004 882 6,078 1,437 181 797 $10,379 7 3 10 8 59 14 2 8 100 The allocation of the allowance for loan losses is based on estimates and is not intended to imply limitations on the usage of the allowance. The entire allowance is available to absorb any losses without regard to the category in which the loan is classiﬁed. The following table shows the percentage of the loans in each category to total gross loans as of December 31 for each of the past ﬁve years: Residential real estate 1-4 family 2016 2015 2014 2013 2012 First liens . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Junior liens and lines of credit Total . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Residential real estate construction . . . . . . . . . . . . . . . . . . . . . . . . Commercial real estate . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Commercial . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Consumer . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Total 19% 5% 24% 1% 44% 30% 1% 21% 6% 27% 1% 43% 28% 1% 100% 100% 22% 6% 28% 1% 45% 25% 1% 100% 22% 6% 28% 2% 45% 24% 1% 100% 21% 6% 27% 2% 48% 22% 1% 100% The Bank added $3.8 million to the ALL through the provision for loan loss expense in 2016 compared to $1.3 million in the prior year. The increase in the provision expense was due primarily to growth in the commercial loan portfolio and a $2.7 million charge-off on one commercial real estate loan that reduced the balance in the ALL. Charged-off loans usually result from: (1) a borrower being legally relieved of loan repayment responsibility through bankruptcy, (2) insufficient proceeds from the sale of collateral to repay a loan; or (3) the borrower and/or guarantor does not own other marketable assets that, if sold, would generate sufficient sale proceeds to repay a loan. 35 The following table presents details on activity in the ALL as well as key ALL ratios. Table 16. Historical Allowance for Loan Losses (Dollars in thousands) Balance at beginning of year . . . . . . . . . . . . . . . . . . . . . . . . . . $10,086 2016 2015 $ 9,111 December 31 2014 $ 9,702 2013 $10,379 2012 $ 9,723 Charge-offs: Residential real estate 1-4 family Total First liens . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Junior liens and lines of credit . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Residential real estate construction . . . . . . . . . . . . . . . . . . . . . . Commercial real estate . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Commercial . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Consumer . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Total charge-offs . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (49) — (49) (41) (2,751) (74) (167) (3,082) (43) (39) (82) (21) — (270) (198) (571) (291) — (291) (41) (408) (644) (189) (1,573) (547) (45) (592) — (2,855) (363) (162) (3,972) (251) (71) (322) — (3,298) (861) (236) (4,717) Recoveries: Residential real estate 1-4 family Total First liens . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Junior liens and lines of credit . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Residential real estate construction . . . . . . . . . . . . . . . . . . . . . . Commercial real estate . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Commercial Consumer . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Total recoveries . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Net charge-offs . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Provision for loan losses . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Balance at end of year 35 — 35 — 19 167 75 296 (2,786) 3,775 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $11,075 7 — 7 18 14 148 74 261 (310) 1,285 $10,086 21 — 21 — 50 65 82 218 (1,355) 764 $ 9,111 13 — 13 — 203 100 59 375 (3,597) 2,920 $ 9,702 1 25 26 — 13 21 88 148 (4,569) 5,225 $10,379 Ratios: Net charge-offs/average gross loans . . . . . . . . . . . . . . . . . . Net charge-offs/provision for loan losses . . . . . . . . . . . . . . . ALL as a percentage of loans . . . . . . . . . . . . . . . . . . . . . . Other Real Estate Owned: 0.33% 0.04% 0.60% 0.19% 73.80% 24.12% 177.36% 123.18% 87.44% 1.24% 1.29% 1.38% 1.25% 1.34% 0.49% The Bank holds $4.9 million of other real estate owned (OREO), comprised of ﬁve properties compared to $6.5 million and seven properties one year earlier. See Note 1 and Note 8 of the accompanying ﬁnancial statements for additional information on OREO. The following table provides additional information on signiﬁcant other real estate owned properties. 36 Table 17. Other Real Estate Owned December 31, 2016 (Dollars in thousands) Property 1 . . . . . . . . . . . . . . . . . . . . Date Acquired 2012 Balance $2,508 1st, 2nd, and 3rd liens residential development Description of Property Location PA land − 4 tracts with 196 acres Property 2 . . . . . . . . . . . . . . . . . . . . 2015 1,876 1st lien on 90 acres undeveloped commercial PA Total . . . . . . . . . . . . . . . . . . . . . . . . $4,384 real estate Property 1 was part of a participated loan and the workout is being handled by the lead bank. This property is under contract; however, the agreement allows for a due diligence period until November 2017. Therefore, the ﬁnal outcome is not certain. Property 2 was part of a participated loan and the workout is being handled by the lead bank. This property was written down by $1.2 million in December 2016 based on an updated appraisal. In February 2017, 88 acres of this property was sold, leaving a balance of $125 thousand secured by 2 acres. The value is supported by current appraisals showing this tract is a more desirable commercial property than the tract that was sold. At December 31, 2016, the Bank had $123 thousand of residential properties in the process of foreclosure compared to $218 thousand at the end of 2015. Goodwill: is tested for impairment at The Bank has $9.0 million of goodwill recorded on its balance sheet as the result of corporate acquisitions. Goodwill is not amortized, nor deductible for tax purposes. However, goodwill least annually in accordance with ASC Topic 350. Goodwill was tested for impairment as of August 31, 2016. The impairment test was conducted following the step-one test under ASC Topic 350. The Corporation chose not to use the qualitative assessment method for the August 31, 2016 test primarily due to the fact that the Corporation’s stock price was trading below its book value. The Corporation uses several different weighted methods to determine the fair value of the reporting unit under the step-one test, including a dividend analysis, comparable sale transactions, and change of control premium estimates. If the step-one test fails, a more comprehensive step-two test is performed before a ﬁnal determination of is determined to be impaired, an impairment write-down is charged to results of impairment operations in the period in which the impairment is determined. As a result of the step-one test, the estimated fair value of the Corporation exceeded its carrying value by approximately 30% (compared to 38% in 2015) and Management determined goodwill was not impaired. At December 31, 2016, Management subsequently considered certain qualitative factors affecting the Corporation and determined that it was not likely that the results of the prior test had changed and it determined that goodwill was not impaired at year-end. is made. If goodwill Deposits: The Bank depends on deposits generated by its community banking offices as its primary source of funds. The Bank offers numerous deposit products including demand deposits (noninterest and interest-bearing accounts), savings, money management accounts, and time deposits (certiﬁcates of deposits/CDs). Table 18 shows a comparison of the major deposit categories over a ﬁve-year period, including balances and the percentage change in balances year-over-year. Table 3, presented previously, shows the average balance of the major deposit categories and the average cost of these deposits over a three year period. 37 Table 18. Deposits 2016 2015 December 31 2014 2013 2012 % Change % Change Balance % Change Balance % Change Balance Balance Balance (Dollars in thousands) 12.0 $152,095 Noninterest-bearing checking . . . . . $170,345 4.2 Interest-bearing checking. . . . . . . . 241,906 232,181 10.8 Money management . . . . . . . . . . . 420,309 379,331 74,925 8.3 69,174 Savings . . . . . . . . . . . . . . . . . . . 71,264 (13.6) 82,468 Retail time deposits . . . . . . . . . . . 3.3 3,371 Brokered time deposits . . . . . . . . . 6.9 $918,512 Total . . . . . . . . . . . . . . . . . . . . . $982,120 (1.7) $123,623 12.6 $121,565 11.1 $136,910 135,454 33.2 180,450 8.1 194,992 19.1 380,079 (2.5) 370,401 4.8 388,043 (2.2) 57,165 59,394 62,637 10.4 3.9 5.5 127,861 108,283 (15.3) 92,973 (14.1) (11.3) (0.1) 50,258 5,631 (88.8) 5,626 3,263 (42.0) (3.3) $874,440 4.2 $845,724 4.2 $881,181 Noninterest-bearing checking: This category experienced double digit percentage growth for the third consecutive year. Nearly every sector of this product increased during the year with business accounts showing the largest dollar growth, approximately $13 million. Only the municipal account sector showed a decline, $1.4 million year-over-year. The average balance for the year increased by approximately $20 million. Interest-bearing checking: This category saw an increase in both the ending and average balance for the year compared to prior year-end, while the cost of these accounts remained ﬂat. Retail accounts and commercial accounts in the fully-insured interest-bearing checking account product were growth leaders in this product during 2016. Money management: After declining in 2015, this product showed nearly an 11% growth year-over-year and a 3.1% increase in average balance for the year. In 2016, the cost of these accounts declined by .04%. Every sector of this product increased during 2016, with the largest dollar increase ($14.3 million) occurring in retail accounts. Savings: Savings accounts increased 8.3% during the year and represents the eight consecutive year of growth. IRA savings accounts declined from 2015, but this was more than offset by increases in other product sectors. Time deposits: Retail time deposits have declined for the seventh consecutive year. Retail time deposits greater than $100 thousand held steady at just over $3 million. Consumers do not seem to be inclined to invest in longer maturity deposits as they want more liquid accounts and are afraid of missing out on the opportunity to take advantage of rising rates, whenever that may occur. As a result of this sentiment, the Bank has seen some maturing CDs migrate to the Money Management product and new CDs being written for short-terms. In 2017, 60% of the Bank’s retail CDs will mature. Brokered deposits: At year-end 2016, the Bank had $142.8 million placed in the ICS program ($76.8 million included in interest-bearing checking and $66.0 million included in money management) and $3.3 million of time deposits placed into the CDARS program. These programs allow the Bank to offer full FDIC coverage to large depositors, but with the convenience to the customer of only having to deal with one bank. The Bank solicits these deposits from within its market and it believes they present no greater risk than any other local deposit. However, regulatory guidance requires that these deposits be classiﬁed as brokered deposits. The Bank had no wholesale brokered CDs at year-end. The Bank continually reviews different methods of funding growth that include traditional deposits and other wholesale sources. Competition from other local ﬁnancial institutions, internet banks and brokerages will continue to be a challenge for the Bank in its efforts to attract new and retain existing deposit accounts. This competition is not expected to lessen in the future. 38 (Dollars in thousands) Maturity distribution: Table 19. Time Deposits of $100,000 or More Retail Time Deposits Brokered Time Deposits Total Time Deposits Within three months . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Over three through six months . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Over six through twelve months . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Over twelve months . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Total . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 5,407 3,376 3,347 6,003 $18,133 $ — — 2,339 399 $2,738 $ 5,407 3,376 5,686 6,402 $20,871 Borrowings: Short-term Borrowings: Short-term borrowings from the FHLB are in the form of a revolving term commitment. The short-term FHLB borrowings are used as overnight borrowings to fund the short-term liquidity needs of the Bank. These borrowings reprice on a daily basis and the interest rate ﬂuctuates with short-term market interest rates. The Bank’s maximum borrowing capacity with the FHLB at December 31, 2016 was $278.6 million with $254.3 million available to borrow. The Bank had previously used securities sold under repurchase agreements (Repo), which were accounted for as collateralized ﬁnancings, as an additional funding source. During 2014, the Bank began the process of closing this product and transitioning these accounts into a fully-insured sweep deposit product. At the end of 2014, the Bank had one remaining Repo account and it was closed on January 2, 2015. By moving accounts out of the Repo product, the Bank was able to free up its investment collateral and improve its liquidity position by having less pledged collateral. The following table presents information about the Bank’s Repo product and short-term borrowings. Table 20. Short-Term Borrowings and Securities Sold Under Agreements to Repurchase (Dollars in thousands) Ending balance . . . . . . . . . . . . . . . . . Average balance . . . . . . . . . . . . . . . . Maximum month-end balance . . . . . . . Weighted-average interest rate . . . . . . . 2016 2015 2014 Short-Term Borrowings $24,270 5,258 24,270 0.63% Repurchase Agreements $— — — — Short-Term Borrowings $ — 923 3,500 0.38% Repurchase Agreements $ — 25 — 0.15% Short-Term Borrowings $— — — — Repurchase Agreements $ 9,079 8,539 17,755 0.15% Long-term Debt: The Bank had no long-term debt outstanding during 2016 or 2015. Shareholders’ Equity: Shareholders’ equity increased $5.1 million to $116.5 million at December 31, 2016. The Corporation added $4.6 million to retained earnings after declaring $3.5 million in dividends. The Dividend Reinvestment Plan (DRIP) added $1.7 million in new capital during 2016. The Corporation declared regular cash dividends per share of $0.82 in 2016. The decrease in net income increased the dividend payout ratio to 43.6% in 2016 compared to 30.8% in 2015. The Board of Directors has in the past authorized the repurchase of the Corporation’s $1.00 par value common stock. The repurchased shares can be held as treasury shares available for issuance in connection with future stock dividends and stock splits, employee beneﬁt plans, executive compensation plans and other appropriate corporate purposes. The term of the repurchase plans is normally one year. In April 2016, the Board of Directors approved a stock repurchase program that authorized the repurchase of up to $350,000 in shares of common stock during each calendar quarter through March 31, 2017. During 2016, the Corporation repurchased 34,048 shares of its common stock for $795 thousand. A stock repurchase plan was not authorized in 2015. For additional information on Shareholders’ Equity refer to Note 18 of the accompanying consolidated ﬁnancial statements. The Corporation’s dividend reinvestment plan (DRIP) allows for shareholders to purchase additional shares of the Corporation’s common stock by reinvesting cash dividends paid on their shares or through optional cash payments. The Corporation has authorized 1,000,000 shares of common stock to be issued under the plan. During 2016, 70,298 shares of common stock were purchased through the dividend reinvestment plan at a value of $1.7 million and 614,355 shares remain to be issued. 39 A strong capital position is important to the Corporation as it provides a solid foundation for the future growth of the Corporation, as well as instills conﬁdence in the Bank by depositors, regulators and investors, and is considered essential by Management. The Corporation is continually exploring other sources of capital as part of its capital management plan for the Corporation and the Bank. Common measures of adequate capitalization for banking institutions are capital ratios. These ratios indicate the proportion of permanently committed funds to the total asset base. Guidelines issued by federal and state regulatory authorities require both banks and bank holding companies to meet minimum leverage capital ratios and risk-based capital ratios. The leverage ratio compares Tier 1 capital to average assets while the risk-based ratio compares Tier 1 and total capital to risk-weighted assets and off-balance-sheet activity in order to make capital levels more sensitive to the risk proﬁles of individual banks. Tier 1 capital is comprised of common stock, additional paid-in capital, retained earnings and components of other comprehensive income, reduced by goodwill and other intangible assets. Total capital is comprised of Tier 1 capital plus the allowable portion of the allowance for loan losses. The Corporation, as a bank holding company, is required to comply with the capital adequacy standards established by Federal Reserve Board. The Bank is required to comply with capital adequacy standards established by the FDIC. In addition, the Pennsylvania Department of Banking also requires state chartered banks to maintain a 6% leverage capital level and 10% risk based capital, deﬁned substantially the same as the federal regulations. In July 2013, Federal banking regulators approved the ﬁnal rules from the Basel Committee on Banking Supervision for the regulation of capital requirements for bank holding companies and U.S banks, generally referred to as ‘‘Basel III.’’ The Basel III standards were effective for the Corporation and the Bank, effective January 1, 2015 (subject to a phase-in period for certain provisions). Basel III imposes signiﬁcantly higher capital requirements and more restrictive leverage and liquidity ratios than those previously in place. The capital ratios to be considered ‘‘well capitalized’’ under Basel III are: (1) Common Equity Tier 1(CET1) of 6.5%, (2) Tier 1 Leverage of 5%, (3)Tier 1 Risk-Based Capital of 8%, and (4) Total Risk-Based Capital of 10%. The rules also include changes in the risk weights of certain assets to better reﬂect credit and other risk exposures. In addition, a capital conservation buffer will be phased-in beginning in at 0.625% for 2016, 1.25% for 2017, 1.875% for 2018 and 2.50% for 2019 and thereafter. The capital conservation buffer will be applicable to all of the capital ratios except for the Tier1 Leverage ratio. The capital conservation buffer is equal to the lowest value of the three applicable capital ratios less the regulatory minimum for each respective capital measurement. The Bank’s capital conservation buffer at December 31, 2016 was 7.55% (total risk-based capital 15.55% less 8.00%) compared to the 2016 regulatory buffer of .625%. Compliance with the capital conservation buffer is required in order to avoid limitations certain capital distributions. As of December 31, 2016, the Bank was ‘‘well capitalized’ under the Basel III requirements and believes it would be ‘‘well capitalized’’ on a fully-phased in basis had such a requirement been in effect. The minimum capital ratios (shown as ‘‘adequately capitalized’’) and the ‘‘well capitalized’’ capital ratios are reported on Note 2 of the accompanying ﬁnancial statements. The following table presents capital ratios for the Corporation: Table 21. Capital Ratios Common Equity Tier 1 risk-based capital ratio . . . . . . . . . . . . . . . . . . . . Total risk-based capital ratio . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Tier 1 risk-based capital ratio . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Tier 1 leverage ratio . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . December 31 2015 2016 14.41% 14.77% 15.67% 16.03% 14.41% 14.77% 10.11% 10.38% 2014 — 15.49% 14.19% 9.69% For additional information on capital adequacy refer to Note 2 of the accompanying consolidated ﬁnancial statements Local Economy The Corporation’s primary market area includes Franklin, Fulton, Cumberland and Huntingdon County, PA. This area is diverse in demographic and economic makeup. County populations range from a low of approximately 15,000 in Fulton County to over 243,000 in Cumberland County. Unemployment in the Bank’s market area has remained steady in 2016 and ranges from a low of 4.2% in Cumberland County to high of 6.6% in Fulton County. The market area has a diverse economic base and local light and heavy manufacturers, health-care, higher education institutions, farming and agriculture, and a varied service sector. The industries include, warehousing, truck & rail shipping centers, 40 Corporation’s primary market area is located in south central Pennsylvania and provides easy access to the major metropolitan markets on the east coast via trucking and rail transportation. Because of this, warehousing and distribution companies continue to ﬁnd the area attractive. The local economy is not overly dependent on any one industry or business and Management believes that the Bank’s primary market area continues to be well suited for growth. The following provides selected economic data for the Bank’s primary market: Economic Data December 31 2016 2015 Unemployment Rate (seasonally adjusted) Market area range (1) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Pennsylvania . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . United States . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4.2 − 6.6% 5.7% 4.6% 3.5 − 5.5% 5.0% 5.0% Housing Price Index − year over year change PA, nonmetropolitan statistical area . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . United States . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2.8% 5.6% 2.0% 5.6% Franklin County Building Permits − year over year change Residential, estimated . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Multifamily, estimated . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 20.9% -31.7% -15.6% -65.0% (1) Franklin, Cumberland, Fulton and Huntingdon Counties The assets and liabilities of the Corporation are ﬁnancial in nature, as such, the pricing of products, customer demand for certain types of products, and the value of assets and liabilities are greatly inﬂuenced by interest rates. As such, interest rates and changes in interest rates may have a more signiﬁcant effect on the Corporation’s ﬁnancial results than on other types of industries. Because of this, the Corporation watches the actions of the Federal Reserve Open Market Committee (FOMC) as it makes decisions about interest rate changes and monetary policy. In December 2016, the FOMC increased the federal funds rate target range, following a similar increase in December of 2015. Looking ahead to 2017, the FOMC continues to state that the timing and magnitude of rate increases will be data dependent; therefore, the likelihood of any rate increase or decrease in 2017 is unknown, despite predictions of two or more increases. In determining the timing and size of future adjustments to the target range for the federal funds rate, the FOMC assesses realized and expected economic conditions relative to its objectives of maximum employment and 2 percent inﬂation. We expect that the normalization of monetary policy will be quite gradual. At its January 2017 meeting, the FOMC voted to maintain the current federal funds target rate. Liquidity The Corporation conducts substantially all of its business through its bank subsidiary. The liquidity needs of the Corporation are funded primarily by the bank subsidiary, supplemented with liquidity from its dividend reinvestment plan. The Bank must meet the ﬁnancial needs of the customers that it serves, while providing a satisfactory return on the shareholders’ investment. In order to accomplish this, the Corporation must maintain sufficient liquidity in order to respond quickly to the changing level of funds required for both loan and deposit activity. The goal of liquidity management is to meet the ongoing cash ﬂow requirements of depositors who want to withdraw funds and of borrowers who request loan disbursements. The Bank regularly reviews it liquidity position by measuring its projected net cash ﬂows (in and out) at a 30 and 90-day interval. The Bank stresses this measurement by assuming a level of deposit out-ﬂows that have not historically been realized. In addition to this forecast, other funding sources are reviewed as a method to provide emergency funding if necessary. The objective of this measurement is to identify the amount of cash that could be raised quickly without the need to liquidate assets. The Bank also stresses its liquidity position utilizing different longer-term scenarios. The varying degrees of stress create pressure on deposit ﬂows in its local market, reduce access to wholesale funding and limit access of funds available through brokered deposit channels. In addition to stressing cash ﬂow, speciﬁc liquidity risk indicators are monitored to help identify risk areas. This analysis helps identify and quantify the potential cash surplus/deﬁcit over a variety of time horizons to ensure the Bank has adequate funding 41 resources. Assumptions used for liquidity stress testing are subjective. Should an evolving liquidity situation or business cycle present new data, potential assumption changes will be considered. The Bank believes it can meet all anticipated liquidity demands. Historically, the Bank has satisﬁed its liquidity needs from earnings, repayment of loans, amortizing and maturing investment securities, loan sales, deposit growth and its ability to access existing lines of credit. All investment securities are classiﬁed as available for sale; therefore, securities that are not pledged (approximately $65 million fair value) as collateral for borrowings are an additional source of readily available liquidity, either by selling the security or, more preferably, to provide collateral for additional borrowing. The Bank also has access to other wholesale funding via the brokered CD market. The FHLB system has always been a major source of funding for community banks. The Bank’s maximum borrowing capacity with the FHLB at December 31, 2016 was $278.6 million with $254.3 million available to borrow. There are no indicators that lead the Bank to believe the FHLB will discontinue its lending function or restrict the Bank’s ability to borrow. If either of these events were to occur, it would have a negative effect on the Bank and it is unlikely that the Bank could replace the level of FHLB funding in a short time. The Bank has established credit at the Federal Reserve Discount Window and as of year-end had the ability to borrow approximately $23 million. The Bank also has a $6 million unsecured line of credit at a correspondent bank. Off Balance Sheet Commitments The Corporation’s ﬁnancial statements do not reﬂect various commitments that are made in the normal course of business, which may involve some liquidity risk. These commitments consist mainly of unfunded loans and letters of credit made under the same standards as on-balance sheet loans and lines of credit. Because these unfunded instruments have ﬁxed maturity dates and many of them will expire without being drawn upon, they do not generally present any signiﬁcant liquidity risk to the Corporation. Unused commitments and standby letters of credit totaled $277.4 million and $23.9 million, respectively, at December 31, 2016, compared to $265.4 million and $25.9 million, respectively, at December 31, 2015. See Note 19 of the accompanying consolidated ﬁnancial statements for more information on commitments and contingencies. Management believes that any amounts actually drawn upon can be funded in the normal course of operations. The Corporation has no investment in or ﬁnancial relationship with any unconsolidated entities that are reasonably likely to have a material effect on liquidity. The following table represents the Corporation’s aggregate on and off balance sheet contractual obligations to make future payments as of December 31, 2016. Table 22. Contractual Obligations (Dollars in thousands) Time deposits . . . . . . . . . . . . . . . . . . . . . . . Operating leases . . . . . . . . . . . . . . . . . . . . . Deferred compensation . . . . . . . . . . . . . . . . . Estimated future pension payments . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Total 1 year and under $45,884 704 691 1,169 $48,448 Years 2 − 3 $20,191 1,157 463 2,201 $24,012 Years 4 − 5 $ 8,560 997 425 2,507 $12,489 Over 5 years $ — 4,050 764 6,233 $11,047 Total $74,635 6,908 2,343 12,110 $95,996 The Corporation is not aware of any known trends, demands, commitments, events or uncertainties which would result in any material increase or decrease in liquidity. 42 Item 7A. Quantitative and Qualitative Disclosures about Market Risk Market Risk In the course of its normal business operations, the Corporation is exposed to certain market risks. The Corporation has no foreign currency exchange rate risk, no commodity price risk or material equity price risk. However, it is exposed to interest rate risk. All interest rate risk arises in connection with ﬁnancial instruments entered into for purposes other than trading. Financial instruments, which are sensitive to changes in market interest rates, include ﬁxed and variable-rate loans, ﬁxed-income securities, derivatives, interest-bearing deposits and other borrowings. Changes in interest rates can have an impact on the Corporation’s net interest income and the economic value of equity. The objective of interest rate risk management is to identify and manage the sensitivity of net interest income and economic value of equity to changing interest rates in order to achieve consistent earnings that are not contingent upon favorable trends in interest rates. The Corporation uses several tools to measure and evaluate interest rate risk. One tool is interest rate sensitivity or gap analysis. Gap analysis classiﬁes assets and liabilities by repricing and maturity characteristics and provides Management with an indication of how different interest rate scenarios will impact net interest income. Table 23 presents a gap analysis of the Corporation’s balance sheet at December 31, 2016. A positive gap in the under one-year time interval suggests that, all else being equal, the Corporation’s near-term earnings would rise in a higher interest rate environment and decline in a lower rate environment. A negative gap suggests the opposite result. At December 31, 2016, the Corporation’s cumulative gap position at one year was negative. However, the incremental beneﬁt of future rate decreases has been reduced as the rates paid on the Bank’s liabilities have been reduced greatly, leaving little room for future reductions. In addition, many of the liabilities are reported in Table 23 at the earliest period at which the rate could change. Since these rates change at the discretion of the Bank, certain liabilities may or may not be repriced with the same magnitude or at the same time as market rates. These circumstances are not captured by a gap analysis. Consequently, gap analysis is not a good indicator of future earnings. Another tool for analyzing interest rate risk is ﬁnancial simulation modeling which captures the effect of not only changing interest rates but also other sources of cash ﬂow variability including loan and securities prepayments and customer preferences. Financial simulation modeling forecasts both net interest income and the economic value of equity under a variety of different interest rate environments that cannot be captured with a gap analysis. The Corporation regularly measures the effects of multiple yield curve rate changes. The magnitude of each change scenario may vary depending on the current interest rate environment In addition, the balance sheet is held static in each scenario so that the effect of an interest rate change can be isolated and not distorted by changes in the balance sheet. Table 24 presents the results of three different rate change scenarios and measures the change in net interest income against a base (unchanged) scenario over one year. As shown, the Bank’s net interest income compared to the base scenario decreases in the down 100 basis point scenario, but increases in each of the up scenarios. For each scenario, interest rate changes are ramped up or down over a period of 1 year, except for the plus 400 basis point scenario which is ramped over 2 years. The Bank believes a ramp scenario is more realistic than an interest rate shock scenario; however, the Bank also runs scenarios using shocks and yield curve twists. Economic value of equity (EVE) is deﬁned as the estimated discounted present value of assets minus the discounted present value of liabilities and is a surrogate for long-term earnings. EVE measures the degree to which the economic value of a bank changes under different rate scenarios. EVE focuses on a longer-term time horizon and captures all balance sheet cash ﬂows and is more effective in considering embedded options. The discount rates used in the EVE calculation are based on market rates for like assets and liabilities and the balance sheet position is held constant in order to isolate the risk of interest rate changes. For EVE simulation, all rates change by the deﬁned amount immediately and simultaneously in a shock fashion. Computations of prospective effects of hypothetical interest rate changes are based on many assumptions, including relative levels of market interest rates, loan prepayments and deposit repricing. Certain shortcomings are inherent in the computation of discounted present value and, if key relationships do not unfold as assumed, actual values may differ from those presented. Further, the computations do not contemplate any actions Management could undertake in response to changes in market interest rates. 43 The following table shows interest rate sensitivity for the Corporation as of December 31, 2016. (Dollars in thousands) Interest-earning assets: Table 23. Interest Rate Sensitivity Analysis 1 − 90 Days 91 − 181 Days 182 − 365 Days 1 − 5 Years Beyond 5 Years Total Interest-bearing deposits in other banks . . . . . . . $ Investment securities and restricted stock . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Loans Total interest-earning assets . . . . . . . . . . . . . . . 7,468 $ 9,041 317,013 333,522 5,836 $ 4,918 28,416 39,170 1,499 $ 9,994 102,905 114,398 4,724 79,793 323,952 408,469 Interest-bearing liabilities: $ 250 $ 41,896 121,587 163,733 19,777 145,642 893,873 1,059,292 Interest-bearing checking . . . . . . . . . . . . . . . . Money market deposit accounts . . . . . . . . . . . . Savings . . . . . . . . . . . . . . . . . . . . . . . . . . . . Time . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Short-term borrowings . . . . . . . . . . . . . . . . . . — — — 28,751 — Total interest-bearing liabilities . . . . . . . . . . . . . $ 776,830 $ 12,609 $ 17,855 $ 28,751 Interest rate gap . . . . . . . . . . . . . . . . . . . . . . . $(443,308) $ 26,561 $ 96,543 $379,718 Cumulative interest rate gap . . . . . . . . . . . . . . $(443,308) $(416,747) $(320,204) $ 59,514 241,906 420,309 74,925 15,420 24,270 — — — 17,855 — — — — 12,609 — 241,906 — 420,309 — 74,925 — 74,635 — — 24,270 — $ 836,045 $ $163,733 $ 223,247 $223,247 Table 24. Sensitivity to Changes in Market Interest Rates (Dollars in thousands) Change in rates (basis points) +400 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . +200 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . unchanged . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . -100 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Net Interest Income % Change 2.0% 1.3% — -2.3% Projected $36,583 $36,343 $35,866 $35,044 Economic Value of Equity (EVE) Projected $146,295 $150,122 $149,077 $113,284 % Change -1.9% 0.7% — -24.0% Forward-Looking Statements Certain statements appearing herein which are not historical in nature are forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Such forward-looking statements refer to a future period or periods, reﬂecting Management’s current views as to likely future developments, and use words ‘‘may,’’ ‘‘will,’’ ‘‘expect,’’ ‘‘believe,’’ ‘‘estimate,’’ ‘‘anticipate,’’ or similar terms. Because forward-looking statements involve certain risks, uncertainties and other factors over which the Corporation has no direct control, actual results could differ materially from those contemplated in such statements. These factors include (but are not limited to) the following: general economic conditions, changes in interest rates, change in the Corporation’s cost of funds, changes in government monetary policy, changes in government regulation and taxation of ﬁnancial institutions, changes in the rate of inﬂation, changes in technology, the intensiﬁcation of competition within the Corporation’s market area, and other similar factors. Impact of Inﬂation The impact of inﬂation upon ﬁnancial institutions such as the Corporation differs from its effect upon other commercial enterprises. Unlike most other commercial enterprises, virtually all of the assets of the Corporation are monetary in nature. As a result, interest rates have a more signiﬁcant impact on the Corporation’s performance than do the effects of general the interest rate environment, it is not possible to measure with any precision the impact of future inﬂation upon the Corporation. levels of inﬂation. Although inﬂation (and inﬂation expectations) may affect 44 Item 8. Financial Statements and Supplementary Data Report of Independent Registered Public Accounting Firm Board of Directors and Shareholders Franklin Financial Services Corporation Chambersburg, Pennsylvania We have audited the accompanying consolidated balance sheets of Franklin Financial Services Corporation and its subsidiaries (the ‘‘Corporation’’) 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 three years in the period ended December 31, 2016. These consolidated ﬁnancial statements are the responsibility of the Corporation’s management. Our responsibility is to express an opinion on these consolidated ﬁnancial statements 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. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the consolidated ﬁnancial statements. An audit also includes 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, as well as evaluating the overall ﬁnancial statement presentation. We believe that our audits provide a reasonable basis for our opinion. In our opinion, the consolidated ﬁnancial statements referred to above present fairly, in all material respects, the ﬁnancial position of Franklin Financial Services Corporation and its subsidiaries as of December 31, 2016 and 2015, and the results of their operations and their cash ﬂows for each of the three years in the period ended December 31, 2016, in conformity with accounting principles generally accepted in the United States of America. We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States), the 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), and our report dated March 10, 2017 expressed an unqualiﬁed opinion thereon. /s/ BDO USA, LLP Harrisburg, Pennsylvania March 10, 2017 45 Consolidated Balance Sheets (Dollars in thousands, except per share data) Assets Cash and due from banks . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Interest-bearing deposits in other banks Total cash and cash equivalents . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Investment securities available for sale, at fair value . . . . . . . . . . . . . . . . . . . . . . . . . . Restricted stock . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Loans held for sale . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Loans . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Allowance for loan losses . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Premises and equipment, net . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Bank owned life insurance . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Goodwill . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Other real estate owned . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Deferred tax asset, net . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Other assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Total assets Net Loans December 31 2016 2015 $ 16,888 19,777 36,665 143,875 1,767 540 893,873 (11,075) 882,798 14,058 22,459 9,016 4,915 5,844 5,506 $1,127,443 $ 20,664 18,502 39,166 159,473 782 461 782,016 (10,086) 771,930 14,759 22,364 9,016 6,451 4,758 6,135 $1,035,295 Liabilities Deposits Noninterest-bearing checking . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Money management, savings and interest checking . . . . . . . . . . . . . . . . . . . . . . . . . Time . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Total Deposits . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Short-term borrowings . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Other liabilities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Total liabilities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 170,345 737,140 74,635 982,120 24,270 4,560 1,010,950 $ 152,095 680,686 85,731 918,512 — 5,407 923,919 Shareholders’ equity Common stock, $1 par value per share, 15,000,000 shares authorized with 4,688,349 shares issued and 4,316,836 shares outstanding at December 31, 2016 and 4,659,319 shares issued and 4,275,879 shares outstanding at December 31, 2015 and . . Capital stock without par value, 5,000,000 shares authorized with no shares issued and outstanding . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Additional paid-in capital . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Retained earnings . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Accumulated other comprehensive loss . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Treasury stock, 371,513 and 383,440 shares at cost at December 31, 2016 and 2015, 4,688 4,659 — 39,752 83,081 (4,215) — 38,778 78,517 (3,722) respectively . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Total shareholders’ equity . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Total liabilities and shareholders’ equity . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (6,813) 116,493 $1,127,443 (6,856) 111,376 $1,035,295 The accompanying notes are an integral part of these ﬁnancial statements. 46 Consolidated Statements of Income (Dollars in thousands, except per share data) Interest income Loans, including fees . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Interest and dividends on investments: . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Taxable interest Tax exempt interest . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Dividend income . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Total interest income . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Deposits and obligations of other banks Interest expense Deposits . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Securities sold under agreements to repurchase . . . . . . . . . . . . . . . . . . . . . . . Short-term borrowings . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Long-term debt Total interest expense . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Net interest income . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Provision for loan losses . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Net interest income after provision for loan losses . . . . . . . . . . . . . . . . . . . Noninterest income Investment and trust services fees . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Loan service charges . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Deposit service charges and fees . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Other service charges and fees . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Debit card income . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Increase in cash surrender value of life insurance . . . . . . . . . . . . . . . . . . . . . Net (loss) gain on sale of other real estate owned . . . . . . . . . . . . . . . . . . . . . OTTI losses on debt securities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Gain on conversion of investment security . . . . . . . . . . . . . . . . . . . . . . . . . Securities gains, net . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Other . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Total noninterest income Noninterest expense Salaries and employee beneﬁts . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Occupancy, net Furniture and equipment . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Advertising . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Legal and professional Data processing . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Pennsylvania bank shares tax . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Intangible amortization . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . FDIC insurance . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . ATM/debit card processing . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Foreclosed real estate . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Telecommunications . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Other Total noninterest expense . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Income before federal income tax expense Federal income tax expense . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Net income . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Per share Basic earnings per share . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Diluted earnings per share . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Cash dividends declared . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Years ended December 31 2015 2014 2016 $32,992 $30,279 $30,382 2,271 1,412 17 287 36,979 2,212 — 33 — 2,245 34,734 3,775 30,959 4,969 714 2,468 1,257 1,469 531 (31) (40) — 22 246 11,605 18,276 2,241 879 1,155 1,508 2,093 902 — 580 855 1,333 429 2,924 33,175 9,389 1,302 $ 8,087 $ $ $ 1.88 1.88 0.82 2,415 1,607 67 247 34,615 2,367 — 4 — 2,371 32,244 1,285 30,959 5,036 1,002 2,318 1,239 1,368 551 32 (20) 728 8 390 12,652 17,186 2,240 924 1,105 1,093 2,051 815 181 663 830 462 555 3,031 31,136 12,475 2,271 $10,204 $ $ $ 2.40 2.40 0.74 2,618 1,512 100 182 34,794 2,743 13 — 424 3,180 31,614 764 30,850 4,575 954 2,094 1,201 1,320 568 50 (20) — 280 109 11,131 17,179 2,359 976 1,225 1,221 1,824 694 517 908 730 315 488 3,137 31,573 10,408 2,006 $ 8,402 2.01 $ $ 2.00 0.68 $ The accompanying notes are an integral part of these ﬁnancial statements. 47 Consolidated Statements of Comprehensive Income (Dollars in thousands) Net Income . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Securities(1) Unrealized (losses) gains arising during the period . . . . . . . . . . . . . . . . . . . . . Reclassiﬁcation adjustment for net losses (gains) and OTTI included in net income . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Net unrealized (losses) gains . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Tax effect . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Net of tax amount Derivatives(2) Unrealized gains (losses) arising during the period . . . . . . . . . . . . . . . . . . . . . Reclassiﬁcation adjustment for net losses included in net income . . . . . . . . . . . Net unrealized gains . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Tax effect . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Net of tax amount Pension(3) Change in plan assets and beneﬁt obligations . . . . . . . . . . . . . . . . . . . . . . . . . Reclassiﬁcation adjustment for net losses included in net income . . . . . . . . . . . Net unrealized gains (losses) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Tax effect . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Net of tax amount . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Total other comprehensive (loss) income . . . . . . . . . . . . . . . . . . . . . . . . . . . . Total Comprehensive Income . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Years ended December 31 2015 $10,204 2014 $ 8,402 2016 $ 8,087 (1,176) (498) 3,353 18 (1,158) 394 (764) (716) (1,214) 413 (801) — — — — — 31 160 191 (65) 126 (638) 1,048 410 (139) 271 (493) $ 7,594 (416) 497 81 (28) 53 (622) $ 9,582 (260) 3,093 (1,052) 2,041 (12) 382 370 (126) 244 (1,369) 325 (1,044) 355 (689) 1,596 $ 9,998 Reclassiﬁcation adjustment/Statement line item (1) Securities/gain on conversion & securities (gains) losses, net . . . . . . . . . . . (2) Derivatives/interest expense on deposits . . . . . . . . . . . . . . . . . . . . . . . . . (3) Pension/Salary & Beneﬁts . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Tax expense (beneﬁt) $ 243 (54) (169) $ (6) — (356) $ 88 (130) (111) The accompanying notes are an integral part of these ﬁnancial statements. 48 Consolidated Statements of Changes in Shareholders’ Equity For years ended December 31, 2016, 2015, and 2014: (Dollars in thousands, except per share data) Balance at December 31, 2013 . . . . . . . . . . . . . . . . Net income . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Other comprehensive income . . . . . . . . . . . . . . . . . . Cash dividends declared, $0.68 per share . . . . . . . . . . Treasury shares issued under stock option plans, 3,793 shares . . . . . . . . . . . . . . . . . . . . . . . . . . . Common stock issued under dividend reinvestment plan, 45,864 shares . . . . . . . . . . . . . . . . . . . . . . . . . . Balance at December 31, 2014 . . . . . . . . . . . . . . . . Net income . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Other comprehensive loss . . . . . . . . . . . . . . . . . . . . Cash dividends declared, $0.74 per share . . . . . . . . . . Treasury shares issued under stock option plans, 4,794 shares . . . . . . . . . . . . . . . . . . . . . . . . . . . Common stock issued under dividend reinvestment plan, 52,755 shares . . . . . . . . . . . . . . . . . . . . . . . . . . Stock option compensation expense . . . . . . . . . . . . . Balance at December 31, 2015 . . . . . . . . . . . . . . . . Net income . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Other comprehensive loss . . . . . . . . . . . . . . . . . . . . Cash dividends declared, $0.82 per share . . . . . . . . . . Acquisition of 34,048 shares of treasury stock . . . . . . . Treasury shares issued under employer stock option plans, 907 shares . . . . . . . . . . . . . . . . . . . . . . . . Treasury shares issued under dividend reinvestment plan, 45,068 shares . . . . . . . . . . . . . . . . . . . . . . Common stock issued under dividend reinvestment plan, 25,230 shares . . . . . . . . . . . . . . . . . . . . . . . . . . Common stock issued under incentive stock option plan, 3,800 shares . . . . . . . . . . . . . . . . . . . . . . . . . . . Stock option compensation expense . . . . . . . . . . . . . Balance at December 31, 2016 . . . . . . . . . . . . . . . . Common Stock $4,561 — — — Additional Paid-in Capital $36,636 — — — Retained Earnings $65,897 8,402 — (2,847) Accumulated Other Comprehensive Loss $(4,696) — 1,596 — Treasury Stock Total $(7,010) $ 95,388 8,402 1,596 (2,847) — — — — (9) — — 68 59 46 4,607 877 37,504 — 71,452 — (3,100) — (6,942) 923 103,521 — — — — — 10,204 — — (3,139) — 6 — 52 — 4,659 1,194 74 38,778 — — — — — — 25 — — — — 4 296 528 — — 78,517 8,087 — (3,523) — — — — — (622) — — — — (3,722) — (493) — — — — — — — — 86 10,204 (622) (3,139) 92 — — (6,856) 1,246 74 111,376 — — — (795) 16 822 — 8,087 (493) (3,523) (795) 20 1,118 553 4 — $4,688 58 88 $39,752 — — $83,081 — — $(4,215) — — 62 88 $(6,813) $116,493 The accompanying notes are an integral part of these ﬁnancial statements. 49 Consolidated Statements of Cash Flows (Dollars in thousands) Cash ﬂows from operating activities Years ended December 31 2015 2014 2016 Net income . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 8,087 $ 10,204 $ 8,402 Adjustments to reconcile net income to net cash provided by operating activities: Depreciation and amortization . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Net amortization of loans and investment securities . . . . . . . . . . . . . . . . . . . . . . . . Amortization and net change in mortgage servicing rights valuation . . . . . . . . . . . . . . Amortization of intangibles . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Provision for loan losses . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Net realized gains on sales and calls of securities . . . . . . . . . . . . . . . . . . . . . . . . . . Impairment writedown on securities recognized in earnings . . . . . . . . . . . . . . . . . . . Gain on conversion of investment security . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Loans originated for sale . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Proceeds from sale of loans . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Writedown on premise and equipment . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Writedown on other real estate owned . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Net loss (gain) on sale or disposal of other real estate/other repossessed assets . . . . . . . . Increase in cash surrender value of life insurance . . . . . . . . . . . . . . . . . . . . . . . . . . Gain from surrender of life insurance policy . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Stock option compensation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Decrease in other assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (Decrease) increase in other liabilities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Deferred tax (beneﬁt) expense . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Net cash provided by operating activities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1,345 1,617 55 — 3,775 (22) 40 — (8,972) 8,893 69 1,209 31 (531) (76) 88 1,174 (1,094) (832) 14,856 Cash ﬂows from investing activities Proceeds from sales and calls of securities available for sale . . . . . . . . . . . . . . . . . . . Proceeds from maturities and paydowns of securities available for sale . . . . . . . . . . . . Net (increase) decrease in restricted stock . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Purchase of investment securities available for sale . . . . . . . . . . . . . . . . . . . . . . . . Net increase in loans . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Proceeds from sale of other real estate/other repossessed assets . . . . . . . . . . . . . . . . . Proceeds from surrender of life insurance policy . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Capital expenditures Net cash used in investing activities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3,825 25,393 (985) (16,605) (114,780) 625 436 (579) (102,670) Cash ﬂows from ﬁnancing activities 74,704 Net increase in demand deposits, interest-bearing checking and savings accounts . . . . . . (11,096) Net decrease in time deposits . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . — Net decrease in repurchase agreements . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . — Long-term debt payments . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 24,270 Net increase in short-term borrowings . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (3,523) Dividends paid . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (795) Purchase of treasury stock . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 82 Cash received from option exercises . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1,671 Common stock issued under dividend reinvestment plan . . . . . . . . . . . . . . . . . . . . . 85,313 Net cash provided by ﬁnancing activities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (2,501) (Decrease) increase in cash and cash equivalents . . . . . . . . . . . . . . . . . . . . . . . . . . . Cash and cash equivalents as of January 1 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 39,166 Cash and cash equivalents as of December 31 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 36,665 1,328 1,659 34 181 1,285 (8) 20 (728) (9,121) 9,049 60 365 (32) (551) (103) 74 2,443 (2,758) (111) 13,290 1,381 30,123 (344) (21,688) (58,496) 508 389 (1,041) (49,168) 50,199 (12,868) (9,079) — — (3,139) — 92 1,246 26,451 (9,427) 48,593 $ 39,166 1,422 1,818 41 517 764 (280) 20 — (8,904) 8,864 — 273 (50) (568) — — 1,036 707 294 14,356 5,421 25,369 1,468 (41,217) (4,506) 868 — (345) (12,942) 50,772 (15,315) (14,755) (12,403) — (2,847) — 59 923 6,434 7,848 40,745 $ 48,593 Supplemental Disclosures of Cash Flow Information Cash paid during the year for: Interest on deposits and other borrowed funds . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ Income taxes . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 2,253 2,100 $ 2,416 $ 3,016 $ 3,240 907 $ Noncash Activities Loans transferred to Other Real Estate . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 329 $ 3,626 $ 82 The accompanying notes are an integral part of these ﬁnancial statements. 50 Note 1. Summary of Signiﬁcant Accounting Policies NOTES TO CONSOLIDATED FINANCIAL STATEMENTS The accounting policies of Franklin Financial Services Corporation and its subsidiaries conform to generally accepted accounting principles and to general industry practices. A summary of the more signiﬁcant accounting policies, which have been consistently applied in the preparation of the accompanying consolidated ﬁnancial statements, follows: Principles of Consolidation — The consolidated ﬁnancial statements include the accounts of Franklin Financial Services Corporation (the Corporation) and its wholly-owned subsidiaries; Farmers and Merchants Trust Company of Chambersburg and Franklin Future Fund Inc. Farmers and Merchants Trust Company of Chambersburg is a commercial bank (the Bank) that has one wholly-owned subsidiary, Franklin Financial Properties Corp., which holds real estate assets that are leased by the Bank. Franklin Future Fund Inc. is a non-bank investment company that makes venture capital investments within the Corporation’s primary market area. The activities of non-bank entities are not signiﬁcant to the consolidated totals. All signiﬁcant intercompany transactions have been eliminated in consolidation. Management has evaluated subsequent events for potential recognition and/or disclosure through the date these consolidated ﬁnancial statements were issued. Nature of Operations — The Corporation conducts substantially all of its business through its subsidiary bank, Farmers and Merchants Trust Company of Chambersburg, which serves its customer base through twenty-two community-banking offices located in Franklin, Cumberland, Fulton and Huntingdon Counties, Pennsylvania. These counties are considered to be the Corporation’s primary market area, but it may do business in the greater South-Central Pennsylvania market. The Bank is a community-oriented commercial bank that emphasizes customer service and convenience. As part of its strategy, the Bank has sought to develop a variety of products and services that meet the needs of both its retail and commercial customers. The Corporation and the Bank are subject to the regulations of various federal and state agencies and undergo periodic examinations by these regulatory authorities. Use of Estimates in the Preparation of Financial Statements — The preparation of ﬁnancial statements in conformity with generally accepted accounting principles requires Management to make estimates and assumptions. These estimates and assumptions affect the reported amounts of assets and liabilities and disclosures of contingent assets and liabilities at the date of the ﬁnancial statements as well as the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. Material estimates that are particularly susceptible to signiﬁcant change in the near term relate to the determination of the allowance for loan losses, and the assessment of other than temporary impairment of investment securities and the valuation allowance on the deferred tax asset. Signiﬁcant Group Concentrations of Credit Risk — Most of the Corporation’s activities are with customers located within its primary market area. Note 4 of the consolidated ﬁnancial statements shows the types of securities in which the Corporation invests. Note 5 of the consolidated ﬁnancial statements shows the types of lending in which the Corporation engages. The Corporation does not have any signiﬁcant concentrations of any one industry or customer. Statement of Cash Flows — For purposes of reporting cash ﬂows, cash and cash equivalents include Cash and due from banks, Interest-bearing deposits in other banks and Federal funds sold. Generally, Federal funds are purchased and sold for one-day periods. Investment Securities — Management classiﬁes its securities at the time of purchase as available for sale or held to maturity. At December 31, 2016 and 2015, all securities were classiﬁed as available for sale, meaning that the Corporation intends to hold them for an indeﬁnite period of time, but not necessarily to maturity. Available for sale securities are stated at estimated fair value, adjusted for amortization of premiums and accretion of discounts which are recognized as adjustments of interest income through call date or maturity. The related unrealized holding gains and losses are reported as other comprehensive income or loss, net of tax, until realized. Declines in the fair value of held-to-maturity and available-for-sale securities to amounts below cost that are deemed to be other-than-temporary are reﬂected in earnings as realized losses. In estimating the other-than-temporary impairment losses, Management considers (1) the length of time and the extent to which the fair value has been less than cost, (2) the ﬁnancial condition and near-term prospects of the issuer, and (3) determines if the Corporation does not intend to sell the security or it if is not more likely than not that the Corporation will be required to sell the security before recovery of its amortized cost. When a determination is made that an other-than-temporary impairment exists but the Corporation does not intend to sell the debt security and it is not more likely than not that it will be required to sell the debt security prior to its anticipated is separated into (a) the amount of the total other-than-temporary recovery, the other-than-temporary impairment 51 Note 1. Summary of Signiﬁcant Accounting Policies − (continued) NOTES TO CONSOLIDATED FINANCIAL STATEMENTS the total other-than-temporary impairment related to the credit impairment related to a decrease in cash ﬂows expected to be collected from the debt security (the credit loss) and (b) the the total amount of other-than-temporary impairment the total other-than-temporary impairment related to all other factors is recognized in other comprehensive income. Realized securities gains and losses are computed using the speciﬁc identiﬁcation method. Gains or losses on the disposition of investment securities are based on the net proceeds and the adjusted carrying amount of the speciﬁc security sold. Any decision to sell a security classiﬁed as available for sale would be based on various factors, including signiﬁcant movement in interest rates, changes in maturity or mix of the Bank’s assets and liabilities, liquidity needs, regulatory capital considerations and other similar factors. factors. The amount of loss is recognized in earnings. The amount of related to all other Restricted Stock– — Restricted stock, which is carried at cost, consists of stock of the Federal Home Loan Bank of Pittsburgh (FHLB) and Atlantic Central Bankers Bank (ACBB). The Bank held $1.8 million of restricted stock at the end of 2016. With the exception of $30 thousand, this investment represents stock in the FHLB that the Bank is required to hold in order to be a member of FHLB and is carried at a cost of $100 per share. FHLB stock is divided into two classes: membership stock and activity stock, which is based on outstanding loan balances. Federal law requires a member institution of the FHLB to hold FHLB stock according to a predetermined formula. Management evaluates the restricted stock for impairment in accordance with ASC Topic 320. Management’s determination of whether these investments are impaired is based on their assessment of the ultimate recoverability of their cost rather than by recognizing temporary declines in value. The determination of whether a decline affects the ultimate recoverability of their cost is inﬂuenced by criteria such as (1) the signiﬁcance of the decline in net assets of the banks as compared to the capital stock amount for the banks and the length of time this situation has persisted, (2) commitments by the banks to make payments required by law or regulation and (3) the impact of legislative and regulatory changes on institutions and, accordingly, on the customer base of the banks. As a government sponsored entity, FHLB has the ability to raise funding through the U.S. Treasury that can be used to support its operations. There is not a public market for FHLB or ACBB stock and the beneﬁts of membership (e.g., liquidity and low cost funding) add value to the stock beyond purely ﬁnancial measures. Management intends to remain a member of the FHLB and believes that it will be able to fully recover the cost basis of this investment. Management believes no impairment charge is necessary related to the FHLB or ACBB restricted stock as of December 31, 2016. Financial Derivatives — The Corporation may use interest rate swaps to manage interest rate risk associated with variable-rate funding sources. All such derivatives are recognized on the balance sheet at estimated fair value in other the requirements for hedge assets or liabilities as appropriate. To the extent accounting, changes in fair value are recognized in other comprehensive income with income statement reclassiﬁcation occurring as the hedged item affects earnings. Conversely, changes in fair value attributable to ineffectiveness or to derivatives that do not qualify as hedges are recognized as they occur in the income statement’s interest expense account associated with the hedged item. the derivatives are effective and meet Interest rate derivative ﬁnancial instruments receive hedge accounting treatment only if they are designated as a hedge and are expected to be, and are, effective in substantially reducing interest rate risk arising from the assets and liabilities identiﬁed as exposing the Corporation to risk. Those derivative ﬁnancial instruments that do not meet the hedging criteria discussed below would be classiﬁed as trading activities and would be recorded at fair value with changes in fair value recorded in income. Derivative hedge contracts must meet speciﬁc effectiveness tests (i.e., over time the change in their fair values due to the designated hedge risk must be within 80 to 125 percent of the opposite change in the fair values of the hedged assets or liabilities). Changes in fair value of the derivative ﬁnancial instruments must be effective at offsetting changes in the fair value of the hedged items due to the designated hedge risk during the term of the hedge. Further, if the underlying ﬁnancial instrument differs from the hedged asset or liability, there must be a clear economic relationship between the prices of the two ﬁnancial instruments. If periodic assessments indicate derivatives no longer provide an effective hedge, the derivatives contracts would be closed out and settled or classiﬁed as a trading activity. 52 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS Note 1. Summary of Signiﬁcant Accounting Policies − (continued) Cash ﬂows resulting from the derivative ﬁnancial instruments that are accounted for as hedges of assets and liabilities are classiﬁed in the cash ﬂow statement in the same category as the cash ﬂows of the items being hedged. Loans — Loans, that Management has the intent and ability to hold for the foreseeable future or until maturity or payoff, are stated at the outstanding unpaid principal balances, net of any deferred fees. Interest income is accrued on the unpaid principal balance. Loan origination fees, net of certain direct origination costs, are deferred and recognized as an adjustment of the yield (interest income) of the related loans using the interest method. The Corporation is amortizing these amounts over the contractual life of the loan. The accrual of interest is generally discontinued when the contractual payment of principal or interest has become 90 days past due or Management has serious doubts about further collectability of principal or interest, even though the loan is currently performing. A loan may remain on accrual status if it is in the process of collection and is either guaranteed or well secured. When a loan is placed on nonaccrual status, unpaid interest credited to income in the current year is reversed and unpaid interest accrued in a prior year is charged against the allowance for loan losses. Payments received on nonaccrual loans are applied initially against principal, then interest income, late charges and any other expenses and fees. Generally, loans are restored to accrual status when the obligation is brought current, has performed in terms for a reasonable period of time and the ultimate collectability of the total accordance with the contractual contractual principal and interest is no longer in doubt. Consumer loans are typically charged off no later than 180 days past due. Past due status is based on contractual terms of the loans. Loans Held for Sale — Mortgage loans originated and intended for sale in the secondary market at the time of origination are carried at the lower of cost or estimated fair value (determined on an aggregate basis). All sales are made without recourse. Loans held for sale at December 31, 2016 represent loans originated through a third-party brokerage agreement for a fee and present no price risk to the Bank. Loan Servicing — Servicing assets are recognized as separate assets when rights are acquired through sale of ﬁnancial assets. A portion of the cost of originating the loan is allocated to the servicing right based on relative fair value. Fair value is based on a valuation model that calculates the present value of estimated future net servicing income. The valuation model incorporates assumptions that market participants would use in estimating future net servicing income, such as the cost to service, the discount rate, prepayment speeds, default rates and losses. Capitalized servicing rights are reported in other assets and are amortized into noninterest income in proportion to, and over the periods of, the estimated future net servicing income of the underlying ﬁnancial assets. Servicing rights are evaluated for impairment based upon the fair value of the rights as compared to amortized cost. For the purpose of computing impairment, mortgage servicing rights are stratiﬁed based on risk characteristics of the underlying loans that are expected to have the most impact on projected prepayments including loan type, interest rate and term. Impairment is recognized through a valuation allowance to the extent that fair value is less than the capitalized amount. If the Corporation later determines that all or a portion of the impairment no longer exists, a reduction of the allowance may be recorded as an increase to income. Servicing fee income is recorded for fees earned for servicing loans. The fees are based on a contractual percentage of the outstanding principal or a ﬁxed amount per loan and are recorded as income when earned. The amortization of mortgage servicing rights is netted against loan servicing fee income. Loans serviced by the Bank for the beneﬁt of others totaled $15.8 million, $21.6 million and $29.5 million at December 31, 2016, 2015 and 2014, respectively. Allowance for Loan Losses — The allowance for loan losses is established through provisions for loan losses the allowance for loan losses, and income. Loans deemed to be uncollectible are charged against charged against subsequent recoveries, if any, are credited to the allowance. The allowance for loan losses is maintained at a level considered adequate to provide for losses that can be reasonably anticipated. Management’s periodic evaluation of the adequacy of the allowance is based on the Bank’s past loan loss experience, known and inherent risks in the portfolio, adverse situations that may affect the borrower’s ability to repay, the estimated value of any underlying collateral, composition of the loan portfolio, current economic conditions and other relevant factors. This evaluation is inherently subjective, as it requires material estimates that may be susceptible to signiﬁcant change, including the amounts and timing of future cash ﬂows expected to be received on impaired loans. 53 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS Note 1. Summary of Signiﬁcant Accounting Policies − (continued) A loan is considered impaired when, based on current information and events, it is probable that the Bank will be unable to collect the scheduled payments of principal or interest when due according to the contractual terms of the loan agreement. Factors considered by Management in determining impairment include payment status, collateral value and the probability of collecting scheduled principal and interest payments when due. Loans that experience insigniﬁcant payment delays and payment shortfalls generally are not classiﬁed as impaired. Management 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. Impairment is measured on a loan by loan basis for commercial and commercial real estate loans by one of the following methods: the fair value of the collateral if the loan is collateral dependent, the present value of expected future cash ﬂows discounted at the loan’s effective interest rate or the loan’s obtainable market price. The Corporation’s allowance for possible loan losses consists of three elements: (1) speciﬁc valuation allowances established for probable losses on speciﬁc loans, (2) historical valuation allowances calculated based on historical loan loss experience for similar loans with similar characteristics and trends, adjusted, as necessary to reﬂect the impact general economic conditions and other qualitative risk factors both internal and external to the Corporation and (3) an unallocated component. An unallocated component is maintained to cover uncertainties that could affect Management’s estimate of probable loss. The unallocated component of the allowance reﬂects the margin of imprecision inherent in the underlying assumptions used in the methodologies for estimating speciﬁc and general losses in the portfolio. Large groups of smaller balance homogeneous loans are collectively evaluated for impairment using historical charge-offs as the starting point in estimating loss. Accordingly, the Corporation may not separately identify individual consumer and residential loans for impairment disclosures. Premises and Equipment — Premises and equipment are stated at cost less accumulated depreciation and amortization. Depreciation is computed using the straight-line method over the estimated useful lives of the related assets or the lease term for lease hold improvements, whichever is shorter. When assets are retired or sold, the asset cost and related accumulated depreciation are eliminated from the respective accounts, and any resultant gain or loss is included in net income. The cost of maintenance and repairs is charged to operating expense as incurred, and the cost of major additions and improvements is capitalized. Intangible Assets — The Bank has $9.0 million of goodwill recorded on its balance sheet as the result of corporate acquisitions. Goodwill is not amortized, nor deductible for tax purposes. However, goodwill is tested for impairment at least annually in accordance with ASC Topic 350. Goodwill was tested for impairment as of August 31, 2016. The impairment test was conducted following the step-one test under ASC Topic 350. The Corporation chose not to use the qualitative assessment method for the August 31, 2016 test primarily due to the fact that the Corporation’s stock price was trading below its book value. The Corporation uses several different weighted methods to determine the fair value of the reporting unit under the step-one test, including a dividend analysis, comparable sale transactions, and change of control premium estimates. is performed before a ﬁnal determination of impairment is made. If goodwill is determined to be impaired, an impairment write-down is charged to results of operations in the period in which the impairment is determined. As a result of the step-one test, the estimated fair value of the Corporation exceeded its carrying value by approximately 30% (compared to 38% in 2015) and Management determined goodwill was not impaired. At December 31, 2016, Management subsequently considered certain qualitative factors affecting the Corporation and determined that it was not likely that the results of the prior test had changed and it determined that goodwill was not impaired at year-end. fails, a more comprehensive step-two test the step-one test If Bank Owned Life Insurance — The Bank invests in bank owned life insurance (BOLI) as a source of funding for employee beneﬁt expenses. The Bank purchases life insurance coverage on the lives of a select group of employees. The Bank is the owner and beneﬁciary of the policies and records the investment at the cash surrender value of the underlying policies. Income from the increase in cash surrender value of the policies is included in noninterest income. 54 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS Note 1. Summary of Signiﬁcant Accounting Policies − (continued) Other Real Estate Owned (OREO) — Foreclosed real estate (OREO) is comprised of property acquired through a foreclosure proceeding or an acceptance of a deed in lieu of foreclosure. Balances are initially reﬂected at the estimated fair value less any estimated disposition costs, with subsequent adjustments made to reﬂect further declines in value. Any losses realized upon disposition of the property, and holding costs prior thereto, are charged against income. All properties are actively marketed to potential buyers. Transfers of Financial Assets — Transfers of ﬁnancial assets are accounted for as sales, when control over the assets has been surrendered. Control over transferred assets is deemed to be surrendered when (1) the assets have been isolated from the Corporation, (2) the transferee obtains the right (free of conditions that constrain it from taking advantage of that right) to pledge or exchange the transferred assets, and (3) the Corporation does not maintain effective control over the transferred assets through an agreement to repurchase them before their maturity. Federal Income Taxes — Deferred income taxes are provided on the liability method whereby deferred tax assets are recognized for deductible temporary differences and deferred tax liabilities are recognized for taxable temporary differences. Temporary differences are the differences between the reported amounts of assets and liabilities and their tax bases. Deferred tax assets are reduced by a valuation allowance, when in the opinion of Management, it is more likely than not that some portion or all deferred tax assets will not be realized. Deferred tax assets and liabilities are adjusted through the provision for income taxes for the effects of changes in tax laws and rates on the date of enactment. ASC Topic 740 prescribes a recognition threshold and a measurement attribute for the ﬁnancial statement recognition and measurement of a tax position taken or expected to be taken in a tax return. Beneﬁts from tax positions should be recognized in the ﬁnancial statements only when it is more-likely-than-not that the tax position will be sustained upon examination by the appropriate taxing authority that would have full knowledge of all relevant information. A tax position that meets the more-likely-than-not recognition threshold is measured at the largest amount of beneﬁt that is greater than ﬁfty percent the more-likely-than-not recognition threshold should be recognized in the ﬁrst subsequent ﬁnancial reporting period in which that the more-likely-than-not recognition threshold should be derecognized in the ﬁrst subsequent ﬁnancial reporting period in which that threshold is no longer met. ASC Topic 740, ‘‘Income Taxes’’ also provides guidance on the accounting for and disclosure of unrecognized tax beneﬁts, interest and penalties. likely of being realized upon ultimate settlement. Tax positions that previously failed to meet threshold is met. Previously recognized tax positions that no longer meet Advertising Expenses — Advertising costs are expensed as incurred. Treasury Stock — The acquisition of treasury stock is recorded under the cost method. The subsequent disposition or sale of the treasury stock is recorded using the average cost method. Investment and Trust Services — Assets held in a ﬁduciary capacity are not assets of the Corporation and therefore are not trust assets under management at December 31, 2016 was $622.6 million and $586.7 million at the prior year-end. Revenue from investment and trust services is recognized on the accrual basis. included in the consolidated ﬁnancial statements. The fair value of Off-Balance Sheet Financial Instruments — In the ordinary course of business, the Bank has entered into off-balance sheet ﬁnancial instruments consisting of commitments to extend credit and letters of credit. Such ﬁnancial instruments are recorded on the balance sheet when they are funded. The amount of any liability for the credit risk associated with off-balance sheet ﬁnancial instruments is recorded in other liabilities and was not material to the ﬁnancial position of the Corporation at December 31, 2016 or 2015. Stock-Based Compensation — The Corporation accounts for stock based compensation in accordance with the ASC Topic 718, ‘‘Stock Compensation.’’ ASC Topic 718 requires compensation costs related to share-based payment transactions to be recognized in the ﬁnancial statements (with limited exceptions). The amount of compensation cost is measured based on the grant-date fair value of the equity or liability instruments issued. Compensation cost is recognized over the period that an employee provides services in exchange for the award. Compensation expense was $88 thousand in 2016 and $74 thousand in 2015 and $0 in 2014. 55 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS Note 1. Summary of Signiﬁcant Accounting Policies − (continued) Pension — The provision for pension expense was actuarially determined using the projected unit credit actuarial cost method. The funding policy is to contribute an amount sufficient to meet the requirements of ERISA, subject to Internal Revenue Code contribution limitations. In accordance with ASC Topic 715, ‘‘Compensation — Retirement Beneﬁts’’, the Corporation recognizes the plan’s over-funded or under-funded status as an asset or to Accumulated Other Comprehensive Income (AOCI). ASC Topic 715 requires the determination of the fair value of a plan’s assets at the company’s year-end and the recognition of actuarial gains and losses, prior service costs or credits, transition assets or obligations as a component of AOCI. These amounts were previously netted against the plan’s funded status in the Corporation’s consolidated Balance Sheet. These amounts will be subsequently recognized as components of net periodic beneﬁt costs. Further, actuarial gains and losses that arise in subsequent periods that are not initially recognized as a component of net periodic beneﬁt costs will be recognized as a component of AOCI. Those amounts will subsequently be recorded as component of net periodic beneﬁt costs as they are amortized during future periods. liability with an offsetting adjustment Earnings per share — Earnings per share are computed based on the weighted average number of shares outstanding during each year. The Corporation’s basic earnings per share are calculated as net income divided by the weighted average number of shares outstanding. For diluted earnings per share, net income is divided by the weighted average number of shares outstanding plus the incremental number of shares added as a result of converting common stock equivalents, calculated using the treasury stock method. The Corporation’s common stock equivalents consist of stock options. A reconciliation of the weighted average shares outstanding used to calculate basic earnings per share and diluted earnings per share follows: (Dollars in thousands, except per share data) Weighted average shares outstanding (basic) . . . . . . . . . . . . . . . . . . . . . . Impact of common stock equivalents . . . . . . . . . . . . . . . . . . . . . . . . . . . Weighted average shares outstanding (diluted) . . . . . . . . . . . . . . . . . . . . Anti-dilutive options excluded from calculation . . . . . . . . . . . . . . . . . . . . Net income . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Basic earnings per share . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Diluted earnings per share . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2016 4,297 5 4,302 9 $8,087 $ 1.88 $ 1.88 2015 4,244 6 4,250 27 $10,204 2.40 $ 2.40 $ 2014 4,190 6 4,196 35 $8,402 $ 2.01 $ 2.00 Reclassiﬁcations — Certain prior period amounts may have been reclassiﬁed to conform to the current year presentation. Such reclassiﬁcations did not affect reported net income or the ﬁnancial position of the Company. Segment Reporting — The Bank acts as an independent community ﬁnancial services provider and offers traditional banking and related ﬁnancial services to individual, business and government customers. Through its community office and electronic banking applications, the Bank offers a full array of commercial and retail ﬁnancial services, including the taking of time, savings and demand deposits; the making of commercial, consumer and mortgage loans; and the providing of safe deposit services. The Bank also performs personal, corporate, pension and ﬁduciary services through its Investment and Trust Services Department and Personal Investment Center. Management does not separately allocate expenses, including the cost of funding loan demand, between the commercial, retail, mortgage banking and trust operations of the Bank. As such, discrete information is not available and segment reporting would not be meaningful. Comprehensive Income — Comprehensive income is reﬂected in the Consolidated Statements of Comprehensive Income and includes net income and unrealized gains or losses, net of tax, on investment securities and derivatives and the change in plan assets and beneﬁt obligations on the Bank’s pension plan, net of tax. 56 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS Note 1. Summary of Signiﬁcant Accounting Policies − (continued) Recent Accounting Pronouncements: Statements of Cash Flow (Topic 320). In August 2016, the FASB issued ASU 2016-15, ‘‘Classiﬁcation of Certain Cash Receipts and Cash Payments (Topic 320).’’ ASU 2016-15 clariﬁes how certain cash receipts and cash payments are presented and classiﬁed in the statement of cash ﬂows. The amendments are intended to reduce diversity in practice. The ASU contains additional guidance clarifying when an entity should separate cash receipts and cash payments and classify them into more than one class of cash ﬂows (including when reasonable judgement is required to estimate and allocate cash ﬂows) versus when an entity should classify the aggregate amount into one class of cash ﬂows on the basis of predominance. The amendments are effective ﬁscal years, and interim periods within those ﬁscal years, beginning after December 15, 2017. The Corporation does not believe the adoption of the ASU will have an effect on its consolidated ﬁnancial statements. Financial Instruments — Credit Losses (Topic 326). In June 2016, the FASB issued ASU 2016-13, ‘‘Financial Instruments — Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments.’’ ASU 2016-13 requires credit losses on most ﬁnancial assets measured at amortized cost and certain other instruments to be measured using an expected credit loss model (referred to as the current expected credit loss (CECL) model). Under this model, entities will estimate credit losses over the entire contractual term of the instrument (considering estimated prepayments, but not expected extensions or modiﬁcations unless reasonable expectation of a troubled debt restructuring exists) from the date of initial recognition of that instrument. The ASU replaces the current accounting model for purchased credit impaired loans and debt securities. The allowance for credit losses for purchased ﬁnancial assets with a more-than insigniﬁcant amount of credit deterioration since origination (‘‘PCD assets’’), should be determined in a similar manner to other ﬁnancial assets measured on an amortized cost basis. However, upon initial recognition, the allowance for credit losses is added to the purchase price (‘‘gross up approach’’) to determine the initial amortized cost basis. The subsequent accounting for PCD ﬁnancial assets is the same expected loss model described above. The ASU is effective for ﬁscal years beginning after December 15, 2019, including interim periods within those ﬁscal years. Early adoption is permitted as of the ﬁscal year beginning after December 15, 2018, including interim periods within those ﬁscal years. The effect of implementing the new ASU will be recorded through a cumulative effect adjustment to retained earnings. The Corporation believes the new ASU will result in earlier recognition of additions to the allowance for loan losses and possibly a larger allowance for loan loss balance with a corresponding increase in the provision for loan losses in results of operations; however, the Corporation is continuing to evaluate the impact of the pending adoption of the new standard on its consolidated ﬁnancial statements. Revenue from Contracts with Customers (Topic 606). The amendments in this Update (ASU 2014-09) establish a comprehensive revenue recognition standard for virtually all industries under U.S. GAAP, including those that previously followed industry-speciﬁc guidance such as the real estate, construction and software industries. The revenue standard’s core principle is built on the contract between a vendor and a customer for the provision of goods and services. It attempts to depict the exchange of rights and obligations between the parties in the pattern of revenue recognition based on the consideration to which the vendor is entitled. To accomplish this objective, the standard requires ﬁve basic steps: (i) identify the contract with the customer, (ii) identify the performance obligations in the contract, (iii) determine the transaction price, (iv) allocate the transaction price to the performance obligations in the contract, and (v) recognize revenue when (or as) the entity satisﬁes a performance obligation. The ASU is effective for public entities for annual periods beginning after December 15, 2017 (as deferred by ASU 2015-14), including interim periods therein. Three basic transition methods are available — full retrospective, retrospective with certain practical expedients, and a cumulative effect approach. Under the third alternative, an entity would apply the new revenue standard only to contracts that are incomplete under legacy U.S. GAAP at the date of initial application (e.g. January 1, 2018) and recognize the cumulative effect of the new standard as an adjustment to the opening balance of retained earnings. That is, prior years would not be restated and additional disclosures would be required to enable users of the ﬁnancial statements to understand the impact of adopting the new standard in the current year compared to prior years that are presented under legacy U.S. GAAP. Early adoption is prohibited under U.S. GAAP. The Corporation does not believe ASU 2014-09 will have a material effect on its ﬁnancial statements. 57 Note 1. Summary of Signiﬁcant Accounting Policies − (continued) NOTES TO CONSOLIDATED FINANCIAL STATEMENTS In January 2016, Financial Instruments — Overall (Topic 825-10). the FASB issued ASU 2016-01, ‘‘Financial Instruments — Overall (Topic 825-10): ‘‘Recognition and Measurement of Financial Assets and Financial Liabilities.’’ ASU 2016-01 amends the guidance on the classiﬁcation and measurement of ﬁnancial instruments. Some of the amendments in ASU 2016-01 include the following: 1) requires equity investments (except those accounted for under the equity method of accounting or those that result in consolidation of the investee) to be measured at fair value with changes in fair value recognized in net income; 2) simpliﬁes the impairment assessment of equity investments without readily determinable fair values by requiring a qualitative assessment to identify impairment; 3) requires public business entities to use the exit price notion when measuring the fair value of ﬁnancial instruments for disclosure purposes; and 4) requires an entity to present separately in other comprehensive income the portion of the total change in the fair value of a liability resulting from a change in the instrument-speciﬁc credit risk when the entity has elected to measure the liability at fair value; among others. For public business entities, the amendments of ASU 2016-01 are effective for ﬁscal years beginning after December 15, 2017, including interim periods within those ﬁscal years. The Corporation does not believe ASU 2016-01 will have a material effect on its ﬁnancial statements. Leases (Topic 842). In February 2016, the FASB issued Accounting Standards Update (‘‘ASU’’) No. 2016-02, Leases. Form the lessee’s perspective, the new standard established a right-of-use (ROU) model that requires a lessee to record a ROU asset and a lease liability on the balance sheet for all leases with terms longer than 12 months. Leases will be classiﬁed as either ﬁnance or operating, with classiﬁcation affecting the pattern of expense recognition in the income statement for a lessees. From the lessor’s perspective, the new standard requires a lessor to classify leases as either sales-type, ﬁnance or operating. A lease will be treated as a sale if it transfers all of the risks and rewards, as well as control of the underlying asset, to the lessee. If risks and rewards are conveyed without the transfer of control, the lease is treated as ﬁnancing. If the lessor doesn’t convey risks and rewards or control, an operating lease results. The new standard is effective for ﬁscal years beginning after December 15, 2018, including interim periods within those ﬁscal years. A modiﬁed retrospective transition approach is required for lessees for capital and operating leases existing at, or entered into after, the beginning of the earliest comparative period presented in the ﬁnancial statements, with certain practical expedients available. A modiﬁed retrospective transition approach is required for lessors for sales-type, direct ﬁnancing, and operating leases existing at, or entered into after, the beginning of the earliest comparative period presented in the ﬁnancial statements, with certain practical expedients available. The Corporation currently has real estate and equipment leases that it classiﬁes as operating leases that are not recognized on the balance sheet. Under the new standard, these leases will move onto the balance sheet. The Corporation is currently gathering data and reviewing methods of implementing the standard, but due to the number of lease agreements in effect, the Corporation believes the new ASU will not have a material effect on its consolidated ﬁnancial statements. Goodwill (Topic 350). In January 2017, the FASB issued Accounting Standards Update (‘‘ASU’’) No. 2017-04, Intangibles — Other to simplify the accounting for goodwill impairment. This guidance, among other things, removes step 2 of the goodwill impairment test thus eliminating the need to determine the fair value of individual assets and liabilities of the reporting unit. Upon adoption of this ASU, goodwill impairment will be the amount by which a reporting unit’s carrying value exceeds its fair value, not to exceed the carrying amount of goodwill. This may result in more or less impairment being recognized than under current guidance. This ASU will become effective for the Corporation’s annual and interim goodwill impairment tests beginning in the ﬁrst quarter of 2020. Stock Compensation (Topic 718). In March 2016, the FASB issued ASU No. 2016-09, Compensation — Stock Compensation. This ASU changes several aspects of accounting for share-based payment transactions, and includes some changes that apply only to nonpublic companies. This Update includes amendments that currently apply, or may apply in the future, to the Corporation related to the following: (1) accounting for the difference between the deduction for tax purposes and the amount of compensation cost recognized for ﬁnancial reporting purposes; (2) classiﬁcation of excess tax beneﬁts on the statement of cash ﬂows; (3) accounting for forfeitures; (4) accounting for awards partially settled in cash in excess of the employer’s minimum statutory tax withholding requirements; and (5) classiﬁcation of employee taxes paid on the statement of cash ﬂows when an employer withholds shares for tax-withholding purposes. The ASU is effective for the Corporation for annual and interim periods beginning in the ﬁrst quarter 2017. The Corporation does not believe this ASU will have a material effect on its ﬁnancial statements. 58 Note 2. Regulatory Matters NOTES TO CONSOLIDATED FINANCIAL STATEMENTS The Bank is limited as to the amount it may lend to the Corporation, unless such loans are collateralized by speciﬁc obligations. State regulations also limit the amount of dividends the Bank can pay to the Corporation and are generally limited to the Bank’s accumulated net earnings, which were $91.6 million at December 31, 2016. In addition, dividends paid by the Bank to the Corporation would be prohibited if the effect thereof would cause the Bank’s capital to be reduced below applicable minimum capital requirements. The Corporation and the Bank are subject to various regulatory capital requirements administered by federal banking agencies. Failure to meet minimum capital requirements can initiate certain mandatory and possibly additional discretionary, actions by regulators that, if undertaken, could have a direct material effect on the Corporation’s ﬁnancial statements. Under capital adequacy guidelines and the regulatory framework for prompt corrective action, the Bank must meet speciﬁc capital guidelines that involve quantitative measures of the Bank’s assets, liabilities, and certain off-balance-sheet items as calculated under regulatory accounting practices. The capital amounts and classiﬁcation are also subject to qualitative judgements by the regulators about components, risk weightings, and other factors. Quantitative measures established by regulation to ensure capital adequacy require the Corporation and the Bank to maintain minimum amounts and ratios (set forth in the table below) of total and Tier 1 capital (as deﬁned in the regulations) to risk-weighted assets (as deﬁned), and of Tier 1 capital (as deﬁned) to average assets (as deﬁned). Although not adopted in regulation form, the Pennsylvania Department of Banking utilizes capital standards requiring a minimum leverage capital ratio of 6% and a risk-based capital ratio of 10%, deﬁned substantially the same as those by the FDIC. Management believes, as of December 31, 2016, that the Corporation and the Bank met all capital adequacy requirements to which it is subject. In July 2013, Federal banking regulators approved the ﬁnal rules from the Basel Committee on Banking Supervision for the regulation of capital requirements for bank holding companies and U.S banks, generally referred to as ‘‘Basel III.’’ The Basel III standards were effective for the Corporation and the Bank, effective January 1, 2015 (subject to a phase-in period for certain provisions). Basel III imposes signiﬁcantly higher capital requirements and more restrictive leverage and liquidity ratios than those previously in place. The capital ratios to be considered ‘‘well capitalized’’ under Basel III are: (1) Common Equity Tier 1(CET1) of 6.5%, (2) Tier 1 Leverage of 5%, (3)Tier 1 Risk-Based Capital of 8%, and (4) Total Risk-Based Capital of 10%. The rules also include changes in the risk weights of certain assets to better reﬂect credit and other risk exposures. In addition, a capital conservation buffer will be phased-in beginning in at 0.625% for 2016, 1.25% for 2017, 1.875% for 2018 and 2.50% for 2019 and thereafter. The capital conservation buffer will be applicable to all of the capital ratios except for the Tier1 Leverage ratio. The capital conservation buffer is equal to the lowest value of the three applicable capital ratios less the regulatory minimum for each respective capital measurement. The Bank’s capital conservation buffer at December 31, 2016 was 7.55% (total risk-based capital 15.55% less 8.00%) compared to the 2016 regulatory buffer of .625%. Compliance with the capital conservation buffer is required in order to avoid limitations certain capital distributions. As of December 31, 2016, the Bank was ‘‘well capitalized’ under the Basel III requirements and believes it would be ‘‘well capitalized’’ on a fully-phased in basis had such a requirement been in effect. 59 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS Note 2. Regulatory Matters − (continued) The following table presents the regulatory capital ratio requirements for the Corporation and the Bank. (Dollars in thousands) Common Equity Tier 1 Risk-based Capital Ratio(1) As of December 31, 2016 Regulatory Ratios Actual Amount Ratio Adequately Capitalized Minimum Ratio Amount Well Capitalized Minimum Amount Ratio Corporation . . . . . . . . . . . . . . . . . . . . . . . . . $ 111,691 110,932 Bank . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 14.41% $34,889 14.29% 34,943 4.50% N/A 4.50% $50,473 N/A 6.50% Tier 1 Risk-based Capital Ratio(2) Corporation . . . . . . . . . . . . . . . . . . . . . . . . . $ 111,691 110,932 Bank . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Total Risk-based Capital Ratio(3) Corporation . . . . . . . . . . . . . . . . . . . . . . . . . $121,456 120,712 Bank . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Tier 1 Leverage Ratio(4) Corporation . . . . . . . . . . . . . . . . . . . . . . . . . $ 111,691 110,932 Bank . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 14.41% $46,518 14.29% 46,590 6.00% N/A 6.00% $62,121 N/A 8.00% 15.67% $62,024 15.55% 62,121 8.00% N/A 8.00% $77,651 N/A 10.00% 10.11% $44,209 10.02% 44,270 N/A 4.00% 4.00% $55,337 N/A 5.00% (Dollars in thousands) Common Equity Tier 1 Risk-based Capital Ratio(1) As of December 31, 2015 Regulatory Ratios Actual Amount Ratio Adequately Capitalized Minimum Ratio Amount Well Capitalized Minimum Amount Ratio Corporation . . . . . . . . . . . . . . . . . . . . . . . . . $106,082 106,180 Bank . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 14.77% $32,310 32,364 14.76% 4.50% 4.50% N/A $46,747 Tier 1 Risk-based Capital Ratio(2) Corporation . . . . . . . . . . . . . . . . . . . . . . . . . $106,082 106,180 Bank . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Total Risk-based Capital Ratio(3) Corporation . . . . . . . . . . . . . . . . . . . . . . . . . $115,101 115,214 Bank . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Tier 1 Leverage Ratio(4) Corporation . . . . . . . . . . . . . . . . . . . . . . . . . $106,082 106,180 Bank . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 14.77% $43,080 43,151 14.76% 6.00% 6.00% N/A $57,535 16.03% $57,440 57,535 16.02% 8.00% 8.00% N/A $71,919 N/A 10.00% 10.38% $40,897 40,948 10.37% 4.00% 4.00% N/A $51,185 N/A 5.00% N/A 6.50% N/A 8.00% (1) Common equity Tier 1 capital/total risk-weighted assets, (2) Tier 1 capital/total risk-weighted assets, (3) Total risk-based capital/total risk-weighted assets, (4) Tier 1 capital/average quarterly assets Note 3. Restricted Cash Balances The Bank is required to maintain reserves against its deposit liabilities in the form of vault cash and/or balances with the Federal Reserve Bank. Deposit reserves that the Bank was required to hold were approximately $6.4 million and $4.4 million at December 31, 2016 and 2015, respectively and were satisﬁed by the Bank’s vault cash. 60 Note 4. Investments NOTES TO CONSOLIDATED FINANCIAL STATEMENTS The investment portfolio serves as a mechanism to invest funds if funding sources out pace lending activity, to provide liquidity for lending and operations, and provide collateral for deposits and borrowings. The mix of securities and investing decisions are made as a component of balance sheet management. Debt securities include U.S. Government Agencies, U.S. Government Agency mortgage-backed securities, non-agency mortgage-backed securities, state and municipal government bonds, corporate debt and trust preferred securities. The equity portfolio consists of one community bank stock. The average life of the portfolio is 4.1 years and $75.4 million (fair value) is pledged as collateral for deposits. The Bank has no investments in a single issuer that exceeds 10% of shareholders equity. All securities are classiﬁed as available for sale and all investment balances refer to fair value, unless noted otherwise. The Bank’s private-label mortgage-backed securities (PLMBS) portfolio is comprised primarily of Alt-A loans. Alt-A loans are ﬁrst-lien residential mortgages that generally conform to traditional ‘‘prime’’ credit guidelines; however, loan factors such as the loan-to-value ratio, loan documentation, occupancy status or property type cause these loans not to in the Bank’s portfolio is comprised of ﬁxed-rate qualify for standard underwriting programs. The Alt-A product mortgages that were originated between 2004 and 2006 and all were originally rated AAA. The bonds issued in 2006 are experiencing the highest delinquency and loss rates. All of these bonds originally had some type of credit support tranche to absorb any loss prior to losses at the senior tranche held by the Bank, but this has eroded completely on some bonds as they have started to experience losses. The Bank recorded other-than-temporary impairment charges of $40 thousand on three PLMBS in 2016. Based on the performance of some of the PLMBS, it appears as if the underwriting standards that were represented in the offering, and resulted in the AAA rating, were not followed. As a result, the Bank purchased some securities based on these misrepresentations, and it is most likely that these securities would not have been purchased had all the information been reported correctly. The following table includes additional detail about the Bank’s PLMBS at December 31, 2016 and 2015. The amortized cost and estimated fair value of investment securities available for sale as of December 31, 2016 and 2015 is as follows: (Dollars in thousands) 2016 Equity securities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . U.S. Government and Agency securities . . . . . . . . . . . . . . . Municipal securities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Trust preferred securities . . . . . . . . . . . . . . . . . . . . . . . . . . Agency mortgage-backed securities . . . . . . . . . . . . . . . . . . Private-label mortgage-backed securities . . . . . . . . . . . . . . . Asset-backed securities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Total (Dollars in thousands) 2015 Equity securities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . U.S. Government and Agency securities . . . . . . . . . . . . . . . Municipal securities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Trust preferred securities . . . . . . . . . . . . . . . . . . . . . . . . . . Agency mortgage-backed securities . . . . . . . . . . . . . . . . . . Private-label mortgage-backed securities . . . . . . . . . . . . . . . Asset-backed securities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Total Amortized cost $ 164 12,598 62,763 5,979 61,305 1,053 33 $143,895 Amortized cost $ 164 13,705 67,851 5,958 69,284 1,335 38 $158,335 Gross unrealized gains $ 126 148 793 — 431 56 — $1,554 Gross unrealized gains 69 $ 164 1,555 — 621 39 — $2,448 Gross unrealized losses $ — (26) (571) (518) (452) (5) (2) $(1,574) Gross unrealized losses $ — (33) (218) (669) (386) (2) (2) $(1,310) Fair value $ 290 12,720 62,985 5,461 61,284 1,104 31 $143,875 Fair value $ 233 13,836 69,188 5,289 69,519 1,372 36 $159,473 At December 31, 2016 and 2015, the fair value of investment securities pledged to secure public funds, trust balances, deposit and other obligations totaled $79.1 million and $79.6 million, respectively. The amortized cost and estimated fair value of debt securities at December 31, 2016, by contractual maturity are shown below. Actual maturities may differ from contractual maturities because of prepayment or call options embedded in the securities. 61 Note 4. Investments − (continued) NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Dollars in thousands) Due in one year or less . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Due after one year through ﬁve years . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Due after ﬁve years through ten years . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Due after ten years Mortgage-backed securities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Total Amortized cost $ 2,162 11,038 26,176 41,997 81,373 62,358 $143,731 Fair value $ 2,169 11,183 26,392 41,453 81,197 62,388 $143,585 The composition of the net realized securities gains for the years ended December 31, 2016, 2015 and 2014 is as follows: (Dollars in thousands) Gross gains realized (including gain on conversion) . . . . . . . . . . . . . . . . . Gross losses realized . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Net gains realized . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2016 $22 — $22 2015 $736 — $736 2014 $284 (4) $280 The 2016 gains were generated from calls on bonds. A gain on conversion of an investment security of $728 thousand was recorded in 2015 when one bank equity stock owned by the Bank was acquired by another bank. The remaining security gains were generated by the sale of equity securities. Impairment: The following table reﬂects the temporary impairment in the investment portfolio, aggregated by investment category, length of time that individual securities have been in a continuous unrealized loss position and the number of securities in each category as of December 31, 2016 and 2015. The condition of the portfolio at year-end 2016, as measured by the dollar amount of temporarily impaired securities is slightly worse since year-end 2015. The municipal sector recorded the largest unrealized loss. The municipal and Agency MBS sectors contain the greatest number of securities with an unrealized loss. For securities with an unrealized loss, Management applies a systematic methodology in order to perform an assessment of the potential for other-than-temporary impairment. In the case of debt securities, investments considered for other-than-temporary impairment: (1) had a speciﬁed maturity or repricing date; (2) were generally expected to be redeemed at par, and (3) were expected to achieve a recovery in market value within a reasonable period of time. In addition, the Bank considers whether it intends to sell these securities or whether it will be forced to sell these securities before the earlier of amortized cost recovery or maturity. Equity securities are assessed for other-than-temporary impairment based on the length of time of impairment, dollar amount of the impairment and general market and ﬁnancial conditions relating to speciﬁc issues. The impairment identiﬁed on debt and equity securities and subject to assessment at December 31, 2016, was deemed to be temporary and required no further adjustments to the ﬁnancial statements, unless otherwise noted. The following table presents the temporary impairment in the security portfolio for the years presented: (Dollars in thousands) U.S. Government and Agency securities . . . . . $ Municipal securities . . . . . . . . . . . . . . . . . Trust preferred securities . . . . . . . . . . . . . . Agency mortgage-backed securities . . . . . . . . Private-label mortgage-backed securities . . . . . Asset-backed securities . . . . . . . . . . . . . . . Total 789 23,407 — 26,995 281 — . . . . . . . . . . . . . . . . . . . . . . . . . . $51,472 Fair Value Less than 12 months Unrealized Losses $ (9) (417) — (359) (5) — $(790) Count 1 43 — 39 1 — 84 December 31, 2016 12 months or more Unrealized Losses $ (17) (154) (518) (93) — (2) $(784) Fair Value $ 3,413 1,598 5,461 4,656 — 4 $15,132 Count 10 2 7 11 — 1 31 Total Unrealized Losses $ (26) (571) (518) (452) (5) (2) $(1,574) Fair Value $ 4,202 25,005 5,461 31,651 281 4 $66,604 Count 11 45 7 50 1 1 115 62 Note 4. Investments − (continued) NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Dollars in thousands) U.S. Government and Agency securities . . . . . $ Municipal securities . . . . . . . . . . . . . . . . . Trust preferred securities . . . . . . . . . . . . . . Agency mortgage-backed securities . . . . . . . . Private-label mortgage-backed securities . . . . . Asset-backed securities . . . . . . . . . . . . . . . Total 479 5,806 — 18,977 — — . . . . . . . . . . . . . . . . . . . . . . . . . . $25,262 Fair Value Less than 12 months Unrealized Losses (1) $ (35) — (215) — — $(251) Count 3 8 — 29 — — 40 December 31, 2015 12 months or more Unrealized Losses $ (32) (183) (669) (171) (2) (2) $(1,059) Count 10 7 7 13 1 1 39 Fair Value $ 4,364 4,785 5,289 7,394 246 5 $22,083 Total Unrealized Losses $ (33) (218) (669) (386) (2) (2) $(1,310) Fair Value $ 4,843 10,591 5,289 26,371 246 5 $47,345 Count 13 15 7 42 1 1 79 The unrealized loss in the trust preferred sector declined by $151 thousand compared to the prior year-end and market prices continued to show some improvement during the year. All of the Bank’s trust preferred securities are variable rate notes with long maturities (2027 − 2028) from companies that received money from (and in some cases paid back) the Troubled Asset Relief Program (TARP), continue to pay dividends and have raised capital. The credit ratings on this portfolio are similar to the prior year and no bonds have missed or suspended any payments. At December 31, 2016, the Bank believes it will be able to collect all interest and principal due on these bonds and that it will not be forced to sell these bonds prior to maturity. Therefore, no other-than-temporary-impairment charges were recorded. Trust Preferred Securities (Dollars in thousands) Maturity Deal Name 1/15/2027 BankAmerica Cap III . . . . . . 1/15/2027 Wachovia Cap Trust II . . . . . 2/1/2027 Huntington Cap Trust . . . . . . 2/15/2027 Corestates Captl Tr II . . . . . . 6/15/2028 Huntington Cap Trust II . . . . Chase Cap VI JPM . . . . . . . 8/1/2028 Fleet Cap Tr V . . . . . . . . . . 12/18/2028 Total . . . . . . . . . . . . . . . . . Single Issuer or Pooled Single Single Single Single Single Single Single Class Preferred Stock Preferred Stock Preferred Stock Preferred Stock Preferred Stock Preferred Stock Preferred Stock Amortized Cost $ 967 279 946 943 901 966 977 $5,979 Fair Value $ 876 268 830 896 822 888 881 $5,461 Unrealized Gain (Loss) $ (91) (11) (116) (47) (79) (78) (96) $(518) Lowest Credit Rating Assigned BB+ BBB BB BBB+ BB BBB- BB+ The PLMBS sector continues to show a gross unrealized loss of $5 thousand on one security. The majority of this sector is comprised of ‘‘Alt-A’’ PLMBS. These bonds were all rated AAA at time of purchase but have since experienced rating declines. Some have experienced increased delinquencies and defaults, while others have seen the credit support increase as the bonds paid-down. The Bank monitors the performance of the Alt-A investments on a regular basis and reviews delinquencies, default rates, credit support levels and various cash ﬂow stress test scenarios. In determining the credit related loss, Management considers all principal past due 60 days or more as a loss. If additional principal moves beyond 60 days past due, it will also be considered a loss. As a result of the analysis on PLMBS it was determined that three bonds contained losses that were considered other-than-temporary. Management determined $40 thousand was credit related and therefore, recorded an impairment charge of $40 thousand against earnings in 2016. Management continues to monitor these securities and it is possible that additional write-downs may occur if current loss trends continue. 63 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS Note 4. Investments − (continued) Private Label Mortgage Backed Securities (Dollars in thousands) Origination Date Description MALT 2004-6 7A1 . . . . . . . . . 6/1/2004 RALI 2005-QS2 A1 . . . . . . . . 2/1/2005 RALI 2006-QS4 A2 . . . . . . . . 4/1/2006 GSR 2006-5F 2A1 . . . . . . . . . 5/1/2006 RALI 2006-QS8 A1 . . . . . . . . 7/28/2006 Total . . . . . . . . . . . . . . . . . . . Amortized Cost $ 286 152 386 40 189 $1,053 Fair Value $ 281 166 398 47 212 $1,104 Unrealized Gain (Loss) $ (5) 14 12 7 23 $51 Collateral Type ALT A ALT A ALT A Prime ALT A Lowest Credit Rating Assigned CCC CC D D D Credit Support % 15.71 2.26 — — — Cumulative OTTI Charges $ — 15 323 15 242 $595 The following table represents the cumulative credit losses on debt securities recognized in earnings as of December 31, 2016. (Dollars in thousands) Balance of cumulative credit-related OTTI at January 1 . . . . . . . . . . . . . . . . . . . . . . . . . Additions for credit-related OTTI not previously recognized . . . . . . . . . . . . . . . . . . . . . . Additional increases for credit-related OTTI previously recognized when there is no intent to sell and no requirement to sell before recovery of amortized cost basis . . . . . . . . . . . Decreases for previously recognized credit-related OTTI because there was an intent to sell Reduction for increases in cash ﬂows expected to be collected . . . . . . . . . . . . . . . . . . . . Balance of credit-related OTTI at December 31 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Twelve Months Ended 2015 2016 $555 $535 40 20 — — — $595 — — — $555 In 2016, other-than-temporary-impairment charges were recorded on three private-label mortgage-backed securities. The Bank held $1.8 million of restricted stock at the end of 2016 of which $1.7 million is stock in the Federal Home Loan Bank of Pittsburgh (FHLB). FHLB stock is carried at a cost of $100 per share. FHLB stock is evaluated for impairment primarily based on an assessment of the ultimate recoverability of its cost. As a government sponsored entity, FHLB has the ability to raise funding through the U.S. Treasury that can be used to support it operations. There is not a public market for FHLB stock and the beneﬁts of FHLB membership (e.g., liquidity and low cost funding) add value to the stock beyond purely ﬁnancial measures. If FHLB stock were deemed to be impaired, the write-down for the Bank could be signiﬁcant. Management intends to remain a member of the FHLB and believes that it will be able to fully recover the cost basis of this investment. Note 5. Loans The Bank reports its loan portfolio based on the primary collateral of the loan. It further classiﬁes these loans by the primary purpose, either consumer or commercial. The Bank’s mortgage loans include long-term loans to individuals and businesses secured by mortgages on the borrower’s real property. Construction loans are made to ﬁnance the purchase of land and the construction of residential and commercial buildings thereon, and are secured by mortgages on real estate. Commercial loans are made to businesses of various sizes for a variety of purposes including construction, property, plant and equipment, and working capital. Commercial loans also include loans to government municipalities. Commercial lending is concentrated in the Bank’s primary market, but also includes purchased loan participations. Consumer loans are comprised of installment, home equity and unsecured personal lines of credit. 64 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS Note 5. Loans − (continued) A summary of loans outstanding, by primary collateral, at the end of the reporting periods is as follows: (Dollars in thousands) Residential Real Estate 1-4 Family Total ﬁrst liens Consumer ﬁrst liens . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Commercial ﬁrst lien . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Consumer junior liens and lines of credit . . . . . . . . . . . . . . . . . . . . . . . . . Commercial junior liens and lines of credit . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Total residential real estate 1-4 family . . . . . . . . . . . . . . . . . . . . . . . . Total junior liens and lines of credit Residential real estate − construction Consumer Commercial . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Total residential real estate construction . . . . . . . . . . . . . . . . . . . . . . . . Commercial real estate . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Commercial . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Consumer . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Total commercial Less: Allowance for loan losses . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Net Loans . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . December 31, 2016 December 31, 2015 $103,125 65,445 168,570 44,817 5,396 50,213 218,783 1,350 7,625 8,975 390,584 270,826 661,410 4,705 893,873 (11,075) $882,798 $103,698 57,780 161,478 44,996 5,917 50,913 212,391 545 7,343 7,888 340,695 215,942 556,637 5,100 782,016 (10,086) $771,930 Included in the loan balances are the following: Net unamortized deferred loan costs (fees) . . . . . . . . . . . . . . . . . . . . . . . . . . $ 242 $ 436 Loans pledged as collateral for borrowings and commitments from: FHLB . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Federal Reserve Bank . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Total $711,682 41,152 $752,834 $643,449 45,111 $688,560 Loans to directors and executive officers and related interests and affiliated enterprises were as follows: (Dollars in thousands) Balance at beginning of year . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . New loans made . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Repayments . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Balance at end of year 2016 $$18,954 6,400 $ ($ 2,111) $$23,243 2015 $$18,904 4,327 $ ($ 4,277) $$18,954 Note 6. Loan Quality Management utilizes a risk rating scale ranging from 1 (Prime) to 9 (Loss) to evaluate loan quality. This risk rating scale is used primarily for commercial purpose loans. Consumer purpose loans are identiﬁed as either a pass or substandard rating. Substandard consumer loans are loans that are 90 days or more past due and still accruing. Loans rated 1 − 4 are considered pass credits. Loans that are rated 5 are pass credits, but have been identiﬁed as credits that are likely to warrant additional attention and monitoring. Loans rated 6 (Special Mention) or worse begin to receive enhanced monitoring and reporting by the Bank. Loans rated 7 (Substandard) or 8 (Doubtful) exhibit the greatest ﬁnancial weakness and present the greatest possible risk of loss to the Bank. Nonaccrual loans are rated no better than 7. The following represents some of the factors used in determining the risk rating of a borrower: cash ﬂow, debt coverage, liquidity, management, and collateral. Risk ratings, for pass credits, are generally reviewed annually for term debt and at renewal 65 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS Note 6. Loan Quality − (continued) for revolving or renewing debt. The Bank monitors loan quality by reviewing four measurements: (1) loans rated 6 or worse (collectively ‘‘watch list’’), (2) delinquent loans, (3) other real estate owned (OREO), and (4) net-charge-offs. The following table reports on the credit rating for those loans in the portfolio that are assigned an individual credit rating as of December 31, 2016 and 2015 (Dollars in thousands) December 31, 2016 Residential Real Estate 1-4 Family (1 − 5) Pass (6) Special Mention (7) Substandard (8) Doubtful Total Total First liens . . . . . . . . . . . . . . . . . . . . . . . . . . . Junior liens and lines of credit . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Residential real estate − construction . . . . . . . . . . Commercial real estate . . . . . . . . . . . . . . . . . . . Commercial . . . . . . . . . . . . . . . . . . . . . . . . . . . Consumer . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Total . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $167,199 50,017 217,216 8,220 377,283 267,901 4,705 $875,325 $ 227 28 255 — — 957 — $1,212 $ 1,144 168 1,312 755 13,301 1,968 — $17,336 December 31, 2015 Residential Real Estate 1-4 Family First liens . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Junior liens and lines of credit Total . . . . . . . . . . . . . . . . . . . . . . . . . . Residential real estate − construction . . . . . . . . Commercial real estate . . . . . . . . . . . . . . . . . Commercial . . . . . . . . . . . . . . . . . . . . . . . . Consumer . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Total $157,514 50,685 208,199 7,386 319,985 213,492 5,100 $754,162 $ 2,122 28 2,150 — 6,175 1,978 — $10,303 $ 1,842 200 2,042 502 14,535 472 — $17,551 $— — — — — — — $— $— — — — — — — $— $168,570 50,213 218,783 8,975 390,584 270,826 4,705 $893,873 $161,478 50,913 212,391 7,888 340,695 215,942 5,100 $782,016 Delinquent loans are a result of borrowers’ cash ﬂow and/or alternative sources of cash being insufficient to repay loans. The Bank’s likelihood of collateral liquidation to repay the loans becomes more probable the further behind a borrower falls, particularly when loans reach 90 days or more past due. Management monitors the performance status of loans by the use of an aging report. The aging report can provide an early indicator of loans that may become severely delinquent and possibly result in a loss to the Bank. The following table presents the aging of payments in the loan portfolio as of December 31, 2016 and 2015: (Dollars in thousands) December 31, 2016 Residential Real Estate 1-4 Family Loans Past Due and Still Accruing Current 30 − 59 Days 60 − 89 Days 90 Days+ Total Non-Accrual Total Loans Total First liens Junior liens and lines of credit . . . . . . . . . . . . . . . . . . . . . . . . . . . $166,689 $1,236 96 . . . . . . . . . . . . 1,332 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . — Residential real estate − construction . . . . . . . . . . 858 Commercial real estate . . . . . . . . . . . . . . . . . . . . Commercial 250 . . . . . . . . . . . . . . . . . . . . . . . . . . . 30 Consumer . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Total . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $885,023 $2,470 50,031 216,720 8,495 384,658 270,478 4,672 $414 — 414 — 447 75 3 $939 $ — $1,650 — 96 — 1,746 — — 1,970 665 325 — 33 — $4,074 $665 $ 231 86 317 480 3,956 23 — $4,776 $168,570 50,213 218,783 8,975 390,584 270,826 4,705 $893,873 66 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS Note 6. Loan Quality − (continued) (Dollars in thousands) December 31, 2015 Residential Real Estate 1-4 Family Loans Past Due and Still Accruing Current 30 − 59 Days 60 − 89 Days 90 Days+ Total Non-Accrual Total Loans Total 44 First liens . . . . . . . . . . . . . . . . . . . . . . . . . . . . $159,998 $ 217 Junior liens and lines of credit . . . . . . . . . . . . . . 261 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 177 Residential real estate − construction . . . . . . . . . . . 5,713 Commercial real estate . . . . . . . . . . . . . . . . . . . . . 210 . . . . . . . . . . . . . . . . . . . . . . . . . . . . Commercial 55 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Consumer Total . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $769,191 $6,416 50,541 210,539 7,209 330,953 215,449 5,041 $416 50 466 — 196 5 4 $671 $214 — 214 — 152 2 — $368 $ 674 267 941 177 6,061 217 59 $7,455 $ 806 105 911 502 3,681 276 — $5,370 $161,478 50,913 212,391 7,888 340,695 215,942 5,100 $782,016 terms and that collateral Impaired loans generally represent Management’s determination that the borrower will be unable to repay the loan in accordance with its contractual liquidation may or may not fully repay both interest and principal. It is the Bank’s policy to evaluate the probable collectability of principal and interest due under terms of loan contracts for all loans 90-days or more, nonaccrual loans, or impaired loans. Further, it is the Bank’s policy to discontinue accruing interest on loans that are not adequately secured and in the process of collection. Upon determination of nonaccrual status, the Bank subtracts any current year accrued and unpaid interest from its income, and any prior year accrued and unpaid interest from the allowance for loan losses. Management continually monitors the status of nonperforming loans, the value of any collateral and potential of risk of loss. Nonaccrual loans are rated no better than 7 (Substandard). Interest not recognized on nonaccrual loans was $114 thousand, $335 thousand and $752 thousand for the years ended December 31, 2016, 2015 and 2014, respectively. In addition to monitoring nonaccrual loans, the Bank also closely monitors impaired loans and troubled debt restructurings. A loan is considered to be impaired when, based on current information and events, it is probable that the Bank will be unable to collect all interest and principal payments due according to the originally contracted terms of the loan agreement. Nonaccrual loans, excluding consumer purpose loans, and troubled-debt restructuring (TDR) loans are considered impaired. For impaired loans with balances less than $250 thousand and consumer purpose loans, a speciﬁc reserve analysis is not performed and these loans are added to the general allocation pool. Management does not believe that excluding these loans from the speciﬁc reserve analysis presents any additional risk. Impaired loans totaled $15.1 million at year-end 2016 compared to $16.8 million at December 31, 2015. The following tables present information on impaired loans. (Dollars in thousands) December 31, 2016 Residential Real Estate 1-4 Family First liens . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Junior liens and lines of credit Total . . . . . . . . . . . . . . . . . . . . . . . . . . Residential real estate − construction . . . . . . Commercial real estate . . . . . . . . . . . . . . . Commercial . . . . . . . . . . . . . . . . . . . . . . . Consumer . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Total Impaired Loans With No Allowance Recorded Investment Unpaid Principal Balance With Allowance Unpaid Principal Balance Related Allowance Recorded Investment $ 1,030 93 1,123 535 14,133 35 — $15,826 $— — — — — — — $— $— — — — — — — $— $— — — — — — — $— $ 956 85 1,041 480 13,523 23 — $15,067 67 Note 6. Loan Quality − (continued) NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Dollars in thousands) December 31, 2015 Residential Real Estate 1-4 Family First liens . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Junior liens and lines of credit Total . . . . . . . . . . . . . . . . . . . . . . . . . . Residential real estate − construction . . . . . . Commercial real estate . . . . . . . . . . . . . . . Commercial . . . . . . . . . . . . . . . . . . . . . . . Consumer . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Total Impaired Loans With No Allowance Recorded Investment Unpaid Principal Balance With Allowance Unpaid Principal Balance Related Allowance Recorded Investment $ 1,523 105 1,628 502 14,431 267 — $16,828 $ 1,725 133 1,858 546 15,007 330 — $17,741 $— — — — — 9 — $ 9 $— — — — — 10 — $10 $— — — — — 9 — $ 9 (Dollars in thousands) Total Residential Real Estate 1-4 Family First liens . . . . . . . . . . . . . . . . . . . . Junior liens and lines of credit . . . . . . . . . . . . . . . . . . . . . . . . . . . Residential real estate − construction . . Commercial real estate . . . . . . . . . . . Commercial . . . . . . . . . . . . . . . . . . Consumer . . . . . . . . . . . . . . . . . . . . Total . . . . . . . . . . . . . . . . . . . . . . . . . Twelve Months Ended December 31, 2016 Twelve Months Ended December 31, 2015 Twelve Months Ended December 31, 2014 Average Recorded Investment Interest Income Recognized Average Recorded Investment Interest Income Recognized Average Recorded Investment Interest Income Recognized $ 1,194 93 1,287 492 17,806 32 — $19,617 $ 38 1 39 4 589 — — $632 $ 1,531 105 1,636 505 14,509 278 — $16,928 $ 13 — 13 — 122 — — $135 $ 2,619 136 2,755 686 23,801 1,890 — $29,132 $ 4 — 4 — 118 — — $122 A loan is considered a troubled debt restructuring (TDR) if the creditor (the Bank), for economic or legal reasons related to the debtor’s ﬁnancial difficulties, grants a concession to the debtor that it would not otherwise consider. These concessions may include lowering the interest rate, extending the maturity, reamortization of payment, or a combination of multiple concessions. The Bank reviews all loans rated 6 or worse when it is providing a loan restructure, modiﬁcation or new credit facility to determine if the action is a TDR. If a TDR loan is placed on nonaccrual status, it remains on nonaccrual status for at least six months to ensure performance. (Dollars in thousands) December 31, 2016 Residential real estate − construction . . . . . . . . . . Residential real estate . . . . . . . . . . . . . . . . . . . . Commercial real estate . . . . . . . . . . . . . . . . . . . . Total . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Number of Contracts Troubled Debt Restructurings Recorded Investment Performing* Nonperforming* Trouble Debt Restructurings That Have Defaulted on Modiﬁed Terms in the Last Twelve Months Recorded Investment Number of Contracts 1 5 11 17 $ 480 875 12,064 $13,419 $ 480 724 10,814 $12,018 $ — 151 1,250 $1,401 — 1 1 2 $ — 151 1,250 $1,401 68 Note 6. Loan Quality − (continued) NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Dollars in thousands) December 31, 2015 Residential real estate − construction . . . . . . . . . . Residential real estate . . . . . . . . . . . . . . . . . . . . Commercial . . . . . . . . . . . . . . . . . . . . . . . . . . . Total . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Number of Contracts Troubled Debt Restructurings Recorded Investment Performing* Nonperforming* Trouble Debt Restructurings That Have Defaulted on Modiﬁed Terms in the Last Twelve Months Recorded Investment Number of Contracts 1 4 10 15 $ 502 654 12,125 $13,281 $ 502 503 12,125 $13,130 $ — 151 — $151 — — — — $— — — $— * The performing status is determined by the loan’s compliance with the modiﬁed terms. The following table reports new TDR loans made during 2016, concession granted and the recorded investment as of December 31, 2016. (Dollars in thousands) Twelve Months Ended December 31, 2016 Commercial real estate . . . . . . . . . . . . . . . . . Residential real estate . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Total New During Period Number of Contracts 1 1 2 Pre-TDR Modiﬁcation $525 238 $763 After-TDR Modiﬁcation $525 238 $763 Recorded Investment $513 237 $750 Concession multiple maturity There were no new TDR loans made during the year ended December 31, 2015. Allowance for Loan Losses: Management monitors loan performance on a monthly basis and performs a quarterly evaluation of the adequacy of the allowance for loan losses (ALL). The ALL is determined by segmenting the loan portfolio based on the loan’s collateral. When calculating the ALL, consideration is given to a variety of factors in establishing this estimate including, but not limited to, current economic conditions, diversiﬁcation of the loan portfolio, delinquency statistics, results of internal loan reviews, historical charge-offs, the adequacy of the underlying collateral (if collateral dependent) and other relevant factors. The Bank begins enhanced monitoring of all loans rated 6 (Special Mention) or worse, and obtains a new appraisal or asset valuation for any placed on nonaccrual and rated 7 (Substandard) or worse. Management, at its discretion, may determine that additional adjustments to the appraisal or valuation are required. Valuation adjustments will be made as necessary based on factors, including, but not limited to: the economy, deferred maintenance, industry, type of property/equipment, age of the appraisal, etc. and the knowledge Management has about a particular situation. In addition, the cost to sell or liquidate the collateral is also estimated and deducted from the valuation in order to determine the net realizable value to the Bank. When determining the allowance for loan losses, certain factors involved in the evaluation are inherently subjective and require material estimates that may be susceptible to signiﬁcant change, including the amounts and timing of future cash ﬂows expected to be received on impaired loans. Management monitors the adequacy of the allowance for loan losses on an ongoing basis and reports its adequacy quarterly to the Credit Risk Oversight Committee of the Board of Directors. Management believes that the allowance for loan losses at December 31, 2016 is adequate. 69 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS Note 6. Loan Quality − (continued) The following table shows, by loan class, the activity in the Allowance for Loan Loss (ALL), for the years ended December 31, 2016, 2015 and 2014. Residential Real Estate 1-4 Family (Dollars in thousands) ALL at December 31, 2013. . . Charge-offs . . . . . . . . . . . Recoveries . . . . . . . . . . . Provision . . . . . . . . . . . . ALL at December 31, 2014. . . First Liens $ 913 (291) 21 351 $ 994 ALL at December 31, 2014. . . Charge-offs . . . . . . . . . . . Recoveries . . . . . . . . . . . Provision . . . . . . . . . . . . ALL at December 31, 2015. . . ALL at December 31, 2015 . . Charge-offs . . . . . . . . . . Recoveries . . . . . . . . . . . Provision . . . . . . . . . . . . ALL at December 31, 2016 . . $ 994 (43) 7 31 $ 989 $ 989 (49) 35 130 $1,105 Junior Liens & Lines of Credit $228 — — 43 $271 Construction $276 (41) — (21) $214 $271 (39) — 76 $308 $308 — — 15 $323 $214 (21) 18 (17) $194 $194 (41) — 71 $224 Commercial Real Estate Commercial Consumer Unallocated $ 5,196 (408) 50 140 $ 4,978 $ 4,978 — 14 657 $ 5,649 $ 5,649 (2,751) 19 3,192 $ 6,109 $2,099 (644) 65 (5) $1,515 $1,515 (270) 148 126 $1,519 $1,519 (74) 167 281 $1,893 $ 138 (189) 82 96 $ 127 $ 127 (198) 74 99 $ 102 $ 102 (167) 75 90 $ 100 $ 852 — — 160 $1,012 $1,012 — — 313 $1,325 $1,325 — — (4) $1,321 Total $ 9,702 (1,573) 218 764 $ 9,111 $ 9,111 (571) 261 1,285 $10,086 $10,086 (3,082) 296 3,775 $11,075 70 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS Note 6. Loan Quality − (continued) The following table shows, by loan class, the loans that were evaluated for the Allowance for Loan Loss (ALL) under a speciﬁc reserve (individually) and those that were evaluated under a general reserve (collectively), and the amount of the allowance established in each category as of December 31, 2016 and 2015. Residential Real Estate 1-4 Family (Dollars in thousands) First Liens December 31, 2016 Loans evaluated for ALL: Junior Liens & Lines of Credit Construction Commercial Real Estate Commercial Consumer Unallocated Total Individually . . . . . . . . $ Collectively . . . . . . . . . 628 167,942 . . . . . . . . . . . . . . . $168,570 Total $ 52 50,161 $50,213 $ 480 8,495 $8,975 $ 13,523 377,061 $390,584 ALL established for loans evaluated: $ 270,826 $270,826 — $ — $ — $ 14,683 — 879,190 $ — $893,873 4,705 $4,705 Individually . . . . . . . . $ Collectively . . . . . . . . . 1,105 ALL at December 31, 2016 . . $ 1,105 — $ — 323 323 $ $ — 224 $ 224 $ $ — $ — $ — $ — $ 6,109 6,109 1,893 1,893 $ 100 $ 100 1,321 $1,321 — 11,075 $ 11,075 December 31, 2015 Loans evaluated for ALL: Individually . . . . . . . . . $ Collectively . . . . . . . . . 930 160,548 . . . . . . . . . . . . . . . $161,478 Total $ 51 50,862 $50,913 $ 502 7,386 $7,888 $ 14,309 326,386 $340,695 $ 230 215,712 $215,942 $ — $ — $ 16,022 — 765,994 5,100 $ — $782,016 $5,100 ALL established for loans evaluated: Individually . . . . . . . . . $ Collectively . . . . . . . . . ALL at December 31, 2015. . . $ — $ — 308 308 989 989 $ $ — 194 $ 194 $ — $ 5,649 $ 5,649 $ 9 1,510 1,519 $ — $ — $ 102 $ 102 1,325 $1,325 9 10,077 $ 10,086 Note 7. Premises and Equipment Premises and equipment consist of: (Dollars in thousands) Land . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Buildings and leasehold improvements . . . . . . . . . . Furniture, ﬁxtures and equipment . . . . . . . . . . . . . . Total cost . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Less: Accumulated depreciation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Net premises and equipment Estimated Life 15 − 30 years, or lease term 3 − 10 years December 31 2016 $ 3,000 24,190 11,902 39,092 (25,034) $ 14,058 2015 $ 3,000 23,985 11,669 38,654 (23,895) $ 14,759 71 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS Note 7. Premises and Equipment − (continued) The following table shows the amount of depreciation and rental expense for the years ended December 31: Depreciation expense . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Rent expense on leases . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2016 $1,270 $ 713 2015 $1,269 $ 735 2014 $1,360 $ 671 The Corporation leases various premises and equipment for use in banking operations through 2032. Some of these leases provide renewal options of varying terms. The rental cost of these optional renewals is not included below. At December 31, 2016, future minimum payments on these leases are as follows: (Dollars in thousands) 2017 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2018 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2019 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2020 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2021 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2022 and beyond . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Total $ 704 632 525 500 497 4,050 $6,908 Note 8. Other Real Estate Owned The following table summarizes the changes in other real estate owned for the years ended December 31: (Dollars in thousands) Balance at beginning of the period . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Additions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Proceeds from dispositions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (Loss) gain on sales, net . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Valuation adjustment Balance at the end of the period . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2016 $ 6,451 329 (625) (31) (1,209) $ 4,915 2015 $3,666 3,626 (508) 32 (365) $6,451 December 31 Note 9. Intangible Assets The Bank has $9.0 million of goodwill recorded on its balance sheet as the result of corporate acquisitions. Goodwill intangible was tax purposes. The amortization expense of a core deposit is not amortized, nor deductible for $181 thousand in 2015 and $517 thousand in 2014, and it was fully amortized in 2015. Note 10. Deposits Deposits are summarized as follows: December 31 (Dollars in thousands) Noninterest-bearing checking . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Interest-bearing checking . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Money management . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Savings . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Total interest-bearing checking and savings . . . . . . . . . . . . . . . . . . . . . . . . . Retail time deposits . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Brokered time deposits . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Total Overdrawn deposit accounts reclassiﬁed as loans . . . . . . . . . . . . . . . . . . . . . . . Total time deposits 2016 $170,345 241,906 420,309 74,925 737,140 71,264 3,371 74,635 $982,120 181 $ 2015 $152,095 232,181 379,331 69,174 680,686 82,468 3,263 85,731 $918,512 128 $ 72 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS Note 10. Deposits − (continued) The following table shows the maturity of time deposits greater than $250,000 at December 31, 2016: (Dollars in thousands) Maturity distribution: . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Within three months Over three through six months . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Over six through twelve months . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Over twelve months . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Total $2,841 879 405 519 $4,644 Time deposits greater than $250,000 at December 31, 2015 were $6.2 million. At December 31, 2016 the scheduled maturities of time deposits are as follows: (Dollars in thousands) 2017 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2018 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2019 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2020 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2021 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Total Retail Time Deposits $43,019 14,386 5,299 8,560 — $71,264 Brokered Time Deposits $2,865 506 — — — $3,371 Total Time Deposits $45,884 14,892 5,299 8,560 — $74,635 Note 11. Other Borrowings The Bank’s short-term borrowings are comprised of securities sold under agreements to repurchase (Repo) and a line-of-credit with the Federal Home Loan Bank of Pittsburgh (Open Repo Plus). The Bank closed its Repo product on January 2, 2015 and the remaining balances were transferred to interest-bearing checking accounts. Open Repo Plus is a revolving term commitment used on an overnight basis. The term of this commitment may not exceed 364 days and it reprices daily at market rates. These borrowings are described below: (Dollars in thousands) Ending balance . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Weighted average rate at year end . . . . . . . . . . . . . . . . . . . . Range of interest rates paid at year end . . . . . . . . . . . . . . . . . Maximum month-end balance during the year . . . . . . . . . . . . Average balance during the year . . . . . . . . . . . . . . . . . . . . . Weighted average interest rate during the year . . . . . . . . . . . . December 31 2016 2015 Repurchase Agreements $— — — $— $— — FHLB Open Repo $24,270 0.74% 0.74% $24,270 $ 5,258 0.63% Repurchase Agreements $ — — — $ — $ 25 0.15% FHLB Open Repo $ — — — $3,500 $ 923 0.38% 73 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS Note 11. Other Borrowings − (continued) The Bank’s maximum borrowing capacity with the FHLB at December 31, 2016 was $278.6 million with $254.3 million available to borrow. The Bank has established credit at the Federal Reserve Discount Window and as of year-end had the ability to borrow approximately $23 million. The Bank also has a $6 million unsecured line of credit at a correspondent bank. Note 12. Federal Income Taxes The temporary differences which give rise to signiﬁcant portions of deferred tax assets and liabilities are as follows: (Dollars in thousands) Deferred Tax Assets Allowance for loan losses . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Deferred compensation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Purchase accounting . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Deferred loan fees and costs, net . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Capital loss carryover . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Other than temporary impairment of investments . . . . . . . . . . . . . . . . . . . . . . . . Accumulated other comprehensive loss . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . AMT Credit . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Depreciation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Other Valuation allowance . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Total gross deferred tax assets Deferred Tax Liabilities Depreciation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Joint ventures and partnerships . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Pension . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Mortgage servicing rights . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Total gross deferred tax liabilities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Net deferred tax asset . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . December 31 2016 2015 $3,766 986 23 160 280 260 2,171 — 45 561 8,252 (467) 7,785 — 36 1,886 19 1,941 $5,844 $ 3,429 1,017 22 160 813 376 1,917 192 — 423 8,349 (1,000) 7,349 334 21 2,199 37 2,591 $ 4,758 In assessing the realizability of deferred tax assets, Management considers whether it is more likely than not that some portion or all of the deferred tax assets will not be realized. The ultimate realization of deferred tax assets is dependent upon the generation of future taxable income during periods in which those temporary differences become deductible. Management considers the scheduled reversal of deferred tax liabilities, projected future taxable income and tax planning strategies in making this assessment. Based on the level of historical taxable income and projections for future taxable income over the periods in which the deferred tax assets are deductible, Management believes it is more likely than not that the Bank will realize the beneﬁts of these deferred tax assets other than those for which a valuation allowance has been recorded. The components of the provision for Federal income taxes attributable to income from operations were as follows: (Dollars in thousands) Current tax expense . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Deferred tax expense (beneﬁt) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Income tax provision . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . For the Years Ended December 31 2014 2015 2016 $2,134 $1,712 $2,382 (832) 294 (111) $1,302 $2,006 $2,271 74 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS Note 12. Federal Income Taxes − (continued) For the years ended December 31, 2016, 2015, and 2014, the income tax provisions are different from the tax expense which would be computed by applying the Federal statutory rate to pretax operating earnings. A reconciliation between the tax provision at the statutory rate and the tax provision at the effective tax rate is as follows: (Dollars in thousands) Tax provision at statutory rate (34%) . . . . . . . . . . . . . . . . . . . . . . . Income on tax-exempt loans and securities . . . . . . . . . . . . . . . . . . . Nondeductible interest expense relating to carrying tax-exempt obligations . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Dividends received exclusion . . . . . . . . . . . . . . . . . . . . . . . . . . . . Income from bank owned life insurance . . . . . . . . . . . . . . . . . . . . . Life insurance proceeds . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Change in valuation allowance . . . . . . . . . . . . . . . . . . . . . . . . . . . Stock option compensation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Other, net . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Income tax provision . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Effective income tax rate . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . For the Years Ended December 31 2014 2015 $ 3,539 $ 4,241 (1,466) (1,566) 2016 $ 3,192 (1,751) 24 — (210) — — 30 17 $ 1,302 22 (2) (182) (35) (200) 25 (32) $ 2,271 28 (7) (163) — — — 75 $ 2,006 13.9% 18.2% 19.3% At December 31, 2016, the Corporation had a capital loss carryover of $824 thousand. This loss carryover can only be offset with capital gains for federal income tax purposes. The tax beneﬁt of this carryover is $280 thousand, expiring in 2018, and the Corporation has recorded a valuation allowance of $280 thousand against the capital loss carryover. The Corporation recognizes interest accrued related to unrecognized tax beneﬁts and penalties in income tax expense for all periods presented. No penalties or interest were recognized in 2016, 2015 or 2014. The Corporation has no uncertain tax positions at December 31, 2016. The Corporation is no longer subject to U.S. Federal examinations by tax authorities for the years before 2013. Note 13. Accumulated Other Comprehensive Loss The components of accumulated other comprehensive loss included in shareholders’ equity are as follows: (Dollars in thousands) Net unrealized gains on securities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Tax effect . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Net of tax amount Accumulated pension adjustment . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Tax effect Net of tax amount . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Total accumulated other comprehensive loss . . . . . . . . . . . . . . . . . . . . . . . . . . 2016 $ (20) 7 (13) (6,366) 2,164 (4,202) $(4,215) 2015 $ 1,138 (387) 751 (6,777) 2,304 (4,473) $(3,722) December 31 Note 14. Financial Derivatives As part of managing interest rate risk, the Bank entered into interest rate swap agreements as vehicles to partially hedge cash ﬂows associated with interest expense on variable rate deposit accounts. Under the swap agreements, the Bank received a variable rate and paid a ﬁxed rate. Such agreements are generally entered into with counterparties that meet established credit standards and most contain collateral provisions protecting the at-risk party. The Bank considered the credit risk inherent in these contracts to be negligible. Interest rate swap agreements derive their value from underlying interest rates. These transactions involved both credit and market risk. The notional amounts were amounts on which calculations, payments, and the value of the derivative were based. The notional amounts did not represent direct credit 75 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS Note 14. Financial Derivatives − (continued) exposures. Direct credit exposure was limited to the net difference between the calculated amounts to be received and paid, if any. Such difference, which represented the fair value of the swap, was reﬂected on the Corporation’s balance sheet. The Bank was exposed to credit-related losses in the event of nonperformance by the counterparty to these agreements. The Bank controlled the credit risk of its ﬁnancial contracts through credit approvals, limits and monitoring procedures, and did not expect the counterparty to fail its obligations. The primary focus of the Bank’s asset/liability management program is to monitor the sensitivity of the Bank’s net portfolio value and net income under varying interest rate scenarios to take steps to control its risks. On a quarterly basis, the Corporation simulates the net portfolio value and net interest income expected to be earned over a twelve-month period following the date of simulation. The simulation is based upon projection of market interest rates at varying levels and estimates the impact of such market rates on the levels of interest-earning assets and interest-bearing liabilities during the measurement period. Based upon the outcome of the simulation analysis, the Bank considered the use of derivatives as a means of reducing the volatility of net portfolio value and projected net income within certain ranges of projected changes in interest rates. The Bank evaluated the effectiveness of entering into any derivative instrument agreement by measuring the cost of such an agreement in relation to the reduction in net portfolio value and net income volatility within an assumed range of interest rates. The ﬁnal swap transaction matured in 2015. The Effect of Derivative Instruments on the Statement of Income for the years ended December 31, 2016, 2015 and 2014 follows: Derivatives in ASC Topic 815 Cash Flow Hedging Relationships (Dollars in thousands) Date Type Amount of Gain or (Loss) Recognized in OCI net of tax on Derivative (Effective Portion) Location of Gain or (Loss) Reclassiﬁed from Accumulated OCI into Income (Effective Portion) Amount of Gain or (Loss) Reclassiﬁed from Accumulated OCI into Income (Effective Portion) Location of Gain or (Loss) Recognized in Income on Derivative (Ineffective Portion and Amount Excluded from Effectiveness Testing) December 31, 2016 . . . . . . . . . . Interest rate contracts $ — December 31, 2015 . . . . . . . . . . Interest rate contracts December 31, 2014 . . . . . . . . . . Interest rate contracts $ — $244 Interest Expense Interest Expense Interest Expense $ — $(160) $(382) Other income (expense) Other income (expense) Other income (expense) Amount of Gain or (Loss) Recognized in Income on Derivatives (Ineffective Portion and Amount Excluded from Effectiveness Testing) $— $— $— Interest Rate Swap Agreements (‘‘Swap Agreements’’) The Bank entered into interest rate swap agreements as part of its asset/liability management program. The swap agreements were free-standing derivatives and were recorded at fair value in the Corporation’s consolidated statements of condition. The Bank was party to master netting arrangements with its ﬁnancial institution counterparties; however, the Bank did not offset assets and liabilities under these arrangements for ﬁnancial statement presentation purposes. The master netting arrangements provided for a single net settlement of all swap agreements, as well as collateral, in the event of default on, or termination of, any one contract. Collateral, in the form of marketable securities, was posted by the counterparty with net liability positions in accordance with contract thresholds. 76 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS Note 14. Financial Derivatives − (continued) The following table presents the liabilities subject to an enforceable master netting arrangement or repurchase agreements as of December 31, 2016, 2015 and 2014. In prior periods, all of the Bank’s swap agreement with an institutional counterparty were in a liability position. Therefore, there were no assets to be recognized in the consolidated statements of condition. The Bank has no swap agreements with our commercial banking customers. Gross Amounts of Recognized Liabilities Gross Amounts Offset in the Statements of Condition Net Amounts of Liabilities Presented in the Statements of Condition Gross Amounts Not Offset in the Statements of Condition Cash Collateral Pledged Net Amount Financial Instruments $ — $ — $191 $— $— $— $ — $ — $191 $ — $ — $191 $— $— $— $— $— $— (Dollars in thousands) Interest Rate Swap Agreements December 31, 2016 . . . . . . . . . December 31, 2015 . . . . . . . . . December 31, 2014 . . . . . . . . . Note 15. Beneﬁt Plans The Bank has a 401(k) plan covering substantially all employees of F&M Trust who have completed one year and 1,000 hours of service. Employee contributions to the plan are matched at 100% up to 4% of each participant’s deferrals plus 50% of the next 2% of deferrals from participants’ eligible compensation. Under this plan, the maximum amount of employee contributions in any given year is deﬁned by Internal Revenue Service regulations. In addition, a 100% discretionary proﬁt sharing contribution of up to 2% of each employee’s eligible compensation is possible provided net income targets are achieved. Effective January 1, 2017 the time in service requirement for 401(k) eligibility was reduced from one year to four months, the hours of service requirement was removed and an auto-enrollment feature was added. The Personnel Committee of the Corporation’s Board of Directors approves the established net income targets annually. The related expense for the 401(k) plan, and the proﬁt sharing plan as approved by the Board of Directors, was approximately $494 thousand in 2016, $606 thousand in 2015, and $556 thousand in 2014. The Bank has a noncontributory deﬁned beneﬁt pension plan covering employees hired prior to April 1, 2007. The pension plan was closed to new participants on April 1, 2007. Beneﬁts are based on years of service and the employee’s compensation using a career average formula. The Bank’s funding policy is to contribute the annual amount required to meet the minimum funding requirements of the Employee Retirement Income Security Act of 1974. Contributions are intended to provide not only for the beneﬁts attributed to service to date but also for those expected to be earned in the future. Employees who are eligible for pension beneﬁts may elect to receive an annuity style payment or a lump-sum payout of their pension beneﬁts. The return on pension assets and the discount rate are the two largest variables in determining pension expense. A low rate environment generally results in higher pension expense. The Bank uses the Citigroup Above Median Pension Discount Curve from the Citigroup Pension Discount Curve and Liability Index for its discount rate. The Bank’s pension expense for each of the last three years is shown in the section of the following table titled ‘‘Components of Net Periodic Pension Cost’’. The pension expense in 2016 was higher due to the expense of a lump sum settlement loss that is not expected to occur again in 2017. Pension plan asset classes include cash, ﬁxed income securities and equities. The ﬁxed income portion is comprised of Government Bonds, Corporate Bonds and Taxable Municipal Bonds; the equity portion is comprised of ﬁnancial institution equities and individual corporate equities across a broad range of sectors. Investments are made on the basis of sound economic principles and in accordance with established guidelines. Target allocations of fund assets measured at fair value are as follows: ﬁxed income, a range of 60% − 90%, equities, a range of 10% to 30% and cash as needed. The allocation as of December 31, 2016 is shown in a table within this note. The Bank manages its pension portfolio in order to closely align the duration of the assets with the duration of the pension liability. On a regular basis, the Pension and Beneﬁts Committee (the ‘‘Committee’’) monitors the allocation to each asset the asset allocation may vary from time to time. The Committee is class. Due to changes in market conditions, responsible to direct the rebalancing of Plan assets when allocations are not within the established guidelines and to ensure that such action is implemented. The Bank attempts to allocate the pension assets in a manner that the cash ﬂow 77 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS Note 15. Beneﬁt Plans − (continued) from the assets is similar to the cash ﬂow of the liabilities. This has and will continue to result in a smaller allocation of equity investments and a higher allocation of longer duration bonds. By closely matching the asset and liability cash ﬂow, large ﬂuctuations in projected beneﬁt obligations should be reduced. Speciﬁc guidelines for ﬁxed income investments are that no individual bond shall have a rating of less than an A as rated by Standard and Poor’s and Moody’s at the time of purchase. If the rating subsequently falls below an A rating, the Committee, at its next quarterly meeting, will discuss the merits of retaining that particular security. Allowable securities include obligations of the U.S. Government and its agencies, CDs, commercial paper, corporate obligations and insured municipal bonds. General guidelines for equities are that a diversiﬁed common stock program is used and that diversiﬁcation patterns can be changed with the ongoing analysis of the outlook for economic and ﬁnancial conditions. Speciﬁc guidelines for equities include a sector cap and an individual stock cap. The guidelines for the sector cap direct that because the Plan sponsor is a bank, a signiﬁcantly large exposure to the ﬁnancial sector is permissible; therefore, there is no sector cap for ﬁnancial equities. All other sectors are limited to 25% of the equity component. The individual stock cap guidelines direct that no one stock may represent more than 5% of the total equity portfolio. The Committee revisits and determines the expected long-term rate of return on Plan assets annually. The policy of the Committee has been to take a conservative approach to all Plan assumptions. This rate is reviewed annually and historical investment returns play a signiﬁcant role in determining what this rate should be. The following table sets forth the plan’s funded status, based on the December 31, 2016, 2015 and 2014 actuarial valuations. (Dollars in thousands) Change in projected beneﬁt obligation Beneﬁt obligation at beginning of measurement year . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Service cost Interest cost . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Actuarial loss . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Settlement loss . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Beneﬁts paid . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Beneﬁt obligation at end of measurement year . . . . . . . . . . . . . . . . . . . . . Change in plan assets . . . . . . . . . . . . Fair value of plan assets at beginning of measurement year . . . . . . . . . . . . . . . . . . . . . . Actual return on plan assets net of expenses Settlement loss . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Employer contribution . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Beneﬁts paid . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Fair value of plan assets at end of measurement year . . . . . . . . . . . . . . . . Funded status of projected beneﬁt obligation . . . . . . . . . . . . . . . . . . . . For the Years Ended December 31 2015 2014 2016 $18,609 337 701 632 (1,590) (808) 17,881 18,301 1,159 (1,590) — (808) 17,062 $ (819) $19,679 377 695 (906) (1,236) 18,609 19,677 (140) — — (1,236) 18,301 $ (308) $17,281 337 778 2,529 (1,246) 19,679 18,600 2,323 — — (1,246) 19,677 (2) $ For the Years Ended December 31 2015 2014 2016 Amounts recognized in accumulated other comprehensive income (loss), net of tax Net actuarial loss . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Prior service cost obligation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Tax effect . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Net amount recognized in accumulated other comprehensive loss . . . . . . $(6,366) — (6,366) 2,164 $(4,202) $(6,871) 94 (6,777) 2,304 $(4,473) $(7,078) 220 (6,858) 2,332 $(4,526) 78 Note 15. Beneﬁt Plans − (continued) NOTES TO CONSOLIDATED FINANCIAL STATEMENTS For the Years Ended December 31 2015 2014 2016 Components of net periodic pension cost . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Service cost Interest cost . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Expected return on plan assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Amortization of prior service cost . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Recognized net actuarial loss . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Net periodic pension cost . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Effect of settlement loss . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Total pension expense $ $ 337 701 (1,165) (94) 579 358 564 922 $ $ 377 695 (1,182) (126) 623 387 — 387 $ $ 337 778 (1,163) (126) 450 276 — 276 For the Years Ended December 31 2015 2014 2016 Assumptions used to determine beneﬁt obligations: . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Discount rate Rate of compensation increase . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Assumptions used to determine net periodic beneﬁt cost: . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Discount rate Expected long-term return on plan assets . . . . . . . . . . . . . . . . . . . . . . . . . . Rate of compensation increase . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Asset allocations: Cash and cash equivalents . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Common stocks . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Corporate bonds . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Municipal bonds . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Investment fund − debt . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Insurance contracts . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Total . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Shares of the Corporation’s common stock held in the plan Value of shares (in thousands) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Percent of total plan assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3.89% 4.00% 3.89% 6.50% 4.00% 5% 33% 8% 42% 9% 3% 100% 4.06% 4.00% 3.72% 6.50% 4.00% 9% 31% 7% 43% 8% 2% 100% 3.72% 4.00% 4.76% 6.50% 4.00% 4% 33% 8% 45% 8% 2% 100% $ — 0.0% $ 68 0.4% $ 63 0.3% The following table sets forth by level, within the fair value hierarchy, the Plan’s investments at fair value as of December 31, 2016 and 2015. For more information on the levels within the fair value hierarchy, please refer to Note 20. (Dollars in Thousands) Asset Description Cash and cash equivalents . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Common stocks . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Corporate bonds . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Municipal bonds . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Investment fund − debt . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Cash value of life insurance . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Deposit in immediate participation guarantee contract Total assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Fair Value 960 $ 5,688 1,310 7,146 1,454 25 479 $17,062 December 31, 2016 Level 1 $ 960 5,688 — — 1,454 — 479 $8,581 Level 2 $ — — 1,310 7,146 — — — $8,456 Level 3 $— — — — — 25 — $25 79 Note 15. Beneﬁt Plans − (continued) NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Dollars in Thousands) Asset Description Cash and cash equivalents . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Common stocks . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Corporate bonds . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Municipal bonds . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Investment fund − debt . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Cash value of life insurance . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Deposit in immediate participation guarantee contract Total assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Fair Value $ 1,579 5,691 1,336 7,898 1,413 62 322 $18,301 December 31, 2015 Level 1 $1,579 5,691 — — 1,413 — 322 $9,005 Level 2 $ — — 1,336 7,898 — — — $9,234 Level 3 $— — — — — 62 — $62 The following table sets forth a summary of the changes in the fair value of the Plan’s level 3 investments for the years ended December 31, 2016 and 2015: Balance at the beginning of the period . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Unrealized gain (loss) relating to investments held at the reporting date . . . . . . . Purchases, sales, issuances and settlement, net . . . . . . . . . . . . . . . . . . . . . . . . . Balance at the end of the period . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Contributions The Bank does not expect to make a pension contribution in 2017. Estimated future beneﬁt payments at December 31, 2016 (in thousands) Cash Value of Life Insurance December 31 2016 $ 62 1 (38) $ 25 2015 $62 — — $62 2017 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2018 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2019 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2020 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2021 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2022 − 2026 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Total $ 1,169 1,066 1,135 1,496 1,011 6,233 $12,110 Note 16. Stock Purchase Plans In 2004, the Corporation adopted the Employee Stock Purchase Plan of 2004 (ESPP). Under the ESPP of 2004, options for 250,000 shares of stock can be issued to eligible employees. The number of shares that can be purchased by each participant is deﬁned by the plan and the Board of Directors sets the option price. However, the option price cannot be less than 90% of the fair market value of a share of the Corporation’s common stock on the date the option is granted. The Board of Directors also determines the expiration date of the options; however, no option may have a term that exceeds one year from the grant date. ESPP options are exercisable immediately upon grant. Any shares related to unexercised options are available for future grant The Board of Directors may amend, suspend or terminate the ESPP at any time. The grant price of the 2016 ESPP options was set at 95% of the stock’s fair value at the time of the award. There was no compensation expense recognized in 2016, 2015 or 2014 for the ESPP. In 2002, the Corporation adopted the Incentive Stock Option Plan of 2002 (ISOP). The plan had a 10 year life with regard to awarding options and expired in 2012. However, awards granted prior to expiration of the plan will continue to be exercisable in accordance with the plan. In 2013, the Corporation approved the Incentive Stock Option Plan of 2013. Under the 2013 ISOP, options for 354,877 shares of stock were authorized to be issued to selected Officers, as deﬁned in the plan. The number of options available to be awarded to each eligible Officer is determined by the Board of Directors, but is limited with respect to the aggregate fair value of the options as deﬁned in the plan. The exercise price of the option may be no less than 100% of the fair value of a share of the Corporation’s common stock on the date the option is granted. The options have a life of 10 years and may be exercised only after the optionee has completed 6 months of 80 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS Note 16. Stock Purchase Plans − (continued) continuous employment with the Corporation or its Subsidiary immediately following the grant date, or upon a change of control as deﬁned in the plan. If awards are granted, the Corporation uses the ‘‘simpliﬁed’’ method for estimating the expected term of the ISO award. The risk-free interest rate is the U.S. Treasury rate commensurate with the expected average life of the option at the date of grant. The ESPP and ISOP options outstanding at December 31, 2016 are all exercisable. The ESPP options expire on July 2, 2017 and the ISOP options expire 10 years from the grant date. The following table summarizes the stock option activity: (Dollars in thousands except share and per share data) Balance Outstanding at December 31, 2013 . . . . . . . . . . . . . . . Granted . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Exercised . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Expired . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Balance Outstanding at December 31, 2014 . . . . . . . . . . . . . . . Granted . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Exercised . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Expired . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Balance Outstanding at December 31, 2015 . . . . . . . . . . . . . . . Granted . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Exercised . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Expired . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Balance Outstanding at December 31, 2016 . . . . . . . . . . . . . . . Shares available for future grants at December 31, 2016 . . . . . . . Balance Outstanding at December 31, 2013 . . . . . . . . . . . . . . . Granted . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Exercised . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Forfeited . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Balance Outstanding at December 31, 2014 . . . . . . . . . . . . . . . Granted . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Exercised . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Forfeited . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Balance Outstanding at December 31, 2015 . . . . . . . . . . . . . . . Granted . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Exercised . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Forfeited . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Balance Outstanding at December 31, 2016 . . . . . . . . . . . . . . . ESPP Options 32,279 27,596 (3,793) (30,112) 25,970 23,379 (4,794) (22,269) 22,286 24,434 (907) (23,060) 22,753 209,988 ISOP Options 55,825 — — (11,750) 44,075 17,500 — (8,500) 53,075 24,450 (3,800) (15,000) 58,725 Weighted Average Price Per Share $15.24 18.91 15.55 15.40 $18.91 23.42 19.17 19.08 $23.42 22.46 22.66 23.38 $22.46 Weighted Average Price Per Share $ 24.21 — — 27.67 $$23.29 22.05 — 25.29 $$22.56 21.27 16.25 24.14 $$22.03 Aggregate Intrinsic Value $ 2 $140 $ 50 $386 Shares available for future grants at December 31, 2016 . . . . . . . 317,427 81 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS Note 16. Stock Purchase Plans − (continued) The following table provides information about the options outstanding at December 31, 2016: Stock Option Plan Employee Stock Purchase Plan . . . . . . . . . . . . . . . Incentive Stock Option Plan . . . . . . . . . . . . . . . . . Incentive Stock Option Plan . . . . . . . . . . . . . . . . . Incentive Stock Option Plan . . . . . . . . . . . . . . . . . Incentive Stock Option Plan . . . . . . . . . . . . . . . . . ISOP Total/Average . . . . . . . . . . . . . . . . . . . . . Options Outstanding and Exercisable 22,753 5,500 37,350 9,675 6,200 58,725 Exercise Price or Price Range $ $ 22.46 16.11 21.27 − 22.05 23.77 27.37 Weighted Average Exercise Price $22.46 $16.11 21.56 23.77 27.37 $22.03 Weighted Average Remaining Life (years) 0.5 2.2 8.8 1.1 0.1 6.0 The fair value of the ISOP options granted has been estimated using the Black-Scholes method and the following assumptions for the years shown: Incentive Stock Option Plan 2016 2015 2014 Options granted . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Risk-free interest rate . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Expected volatility of the Corporation’s stock . . . . . . . . . . . . . . . . Expected dividend yield . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Expected life (in years) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Weighted average fair value of options granted . . . . . . . . . . . . . . . 24,450 17,500 1.22% 25.76% 3.23% 5.25 3.58 $ 1.47% 28.64% 3.09% 5.25 4.22 $ (Dollars in thousands) Compensation expense included in net income ESPP . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . ISOP . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Total compensation expense included in net income . . . . . . . . . . . . . . $ — 88 88 $ $ — 74 74 $ — — — — — $— $— — $— Note 17. Deferred Compensation Agreement The Corporation has entered into deferred compensation agreements with one former and one current director that provides for the payment of beneﬁts over a ten-year period, beginning at age 65. At inception, the present value of the obligations under these deferred compensation agreements amounted to approximately $600 thousand, which is being accrued over the estimated remaining service period of these directors. Expense associated with the agreements was $2 thousand for 2016, $76 thousand for 2015 and $18 thousand for 2014. Payments for the directors deferred compensation plan are scheduled through 2022. The Bank also has a Director’s Deferred Compensation Plan, whereby each director may voluntarily participate and elect each year to defer all or a portion of their Bank director’s fees. Each participant directs the investment of their own account among various publicly available mutual funds designated by the Bank’s Investment and Trust Services department. Changes in the account balance beyond the amount deferred to the account are solely the result of the performance of the selected mutual fund. The Bank maintains an offsetting asset and liability for the deferred account balances and the annual expense is recorded as a component of director’s fees as if it were a direct payment to the director. The Bank will not incur any expense when the account goes into payout. The Corporation has two deferred compensation agreements it recorded as part of its acquisition of Fulton Bancshares Corporation in 2006. No future expense will be recognized for these plans. Payments for the deferred compensation agreements are scheduled through 2021. 82 Note 18. Shareholders’ Equity NOTES TO CONSOLIDATED FINANCIAL STATEMENTS The Board of Directors, from time to time, authorizes the repurchase of the Corporation’s $1.00 par value common stock. The repurchased shares will be held as Treasury shares available for issuance in connection with future stock dividends and stock splits, employee beneﬁt plans, executive compensation plans, the Dividend Reinvestment Plan and other appropriate corporate purposes. The term of the repurchase plans is normally one year. In April 2016, the Board of Directors approved a stock repurchase program that authorized the repurchase of up to $350,000 in shares of common stock during each calendar quarter through March 31, 2017. During 2016, the Corporation repurchased 34,048 shares of its common stock for $795 thousand. A corporate stock repurchase plan was not authorized in 2015. The Corporation held 371,513 and 383,440 treasury shares at cost at December 31, 2016 and 2015, respectively. The Corporation’s dividend reinvestment plan (DRIP) allows for shareholders to purchase additional shares of the Corporation’s common stock by reinvesting cash dividends paid on their shares or through optional cash payments. The Corporation has authorized one million (1,000,000) shares of its currently authorized common stock to be issued under the plan. During 2016, 25,230 shares of common stock were purchased through the dividend reinvestment plan at a value of $553 thousand and 614,355 shares remain to be issued. Note 19. Commitments and Contingencies In the normal course of business, instruments that are not reﬂected in the accompanying ﬁnancial statements and are commonly referred to as off-balance-sheet instruments. These ﬁnancial instruments are entered into primarily to meet the ﬁnancing needs of the Bank’s customers and include commitments to extend credit and standby letters of credit. Those instruments involve, to varying degrees, elements of credit and interest rate risk not recognized in the consolidated balance sheet. the Bank is a party to ﬁnancial The Corporation’s exposure to credit loss in the event of nonperformance by other parties to the ﬁnancial instruments for commitments to extend credit and standby letters of credit is represented by the contract or notional amount of those instruments. The Bank uses the same credit policies in making commitments and conditional obligations as they do for on-balance-sheet instruments. The Bank had the following outstanding commitments as of December 31: (Dollars in thousands) Financial instruments whose contract amounts represent credit risk Commercial commitments to extend credit . . . . . . . . . . . . . . . . . . . . . . . . . . . Consumer commitments to extend credit (secured) . . . . . . . . . . . . . . . . . . . . . Consumer commitments to extend credit (unsecured) . . . . . . . . . . . . . . . . . . . . Standby letters of credit . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2016 2015 $227,380 44,352 5,674 $277,406 $ 23,935 $218,192 41,604 5,653 $265,449 $ 25,944 Commitments to extend credit are agreements to lend to a customer as long as there is no violation of any condition established in the contract. Commitments generally have ﬁxed expiration dates or other termination clauses with the exception of home equity lines and personal lines of credit and may require payment of a fee. Since many of the commitments are expected to expire without being drawn upon, the total commitment amounts do not necessarily represent future cash requirements. The Bank evaluates each customer’s creditworthiness on a case-by-case basis. The amount of collateral obtained, if deemed necessary by the Bank, is based on Management’s credit evaluation of the counterparty. Collateral for most commercial commitments varies but may include accounts receivable, inventory, property, plant, and equipment, and income-producing commercial properties. Collateral secured consumer commitments consists of liens on residential real estate. for Standby letters of credit are instruments issued by the Bank, which guarantee the beneﬁciary payment by the Bank in the event of default by the Bank’s customer in the nonperformance of an obligation or service. Most standby letters of credit are extended for one-year periods. The credit risk involved in issuing letters of credit is essentially the same as that involved in extending loan facilities to customers. The Bank holds collateral supporting those commitments for which collateral is deemed necessary primarily in the form of certiﬁcates of deposit and liens on real estate. Management believes that the proceeds obtained through a liquidation of such collateral would be sufficient to cover the maximum 83 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS Note 19. Commitments and Contingencies − (continued) potential amount of future payments required under the corresponding guarantees. The current amount of the liability as of December 31, 2016 and 2015 for guarantees under standby letters of credit issued is not material. Most of the Bank’s business activity is with customers located within its primary market and does not involve any signiﬁcant concentrations of credit to any one entity or industry. The nature of the Corporation’s business generates a certain amount of litigation involving matters arising in the ordinary course of business, including the matter disclosed in our Form 8-K ﬁled July 29, 2016. In management’s opinion, we do not anticipate, at the present time, that the ultimate aggregate liability, if any, arising out of such litigation will have a material adverse effect on our ﬁnancial position. We cannot now determine, however, whether or not any claims asserted against us, including the disclosed matter, will have a material adverse effect on our results of operations in any future reporting period, which will depend on, among other things, the amount of loss resulting from the claim and the amount of income otherwise reported for the reporting period. At December 31, 2016, we are unable to provide an evaluation of the likelihood of an unfavorable outcome or an estimate of the amount or range of potential loss and, accordingly, have not yet established any speciﬁc accrual for this matter. In addition, no material proceedings are pending or are known to be threatened or contemplated against us by governmental authorities. Note 20. Fair Value Measurements and Fair Values of Financial Instruments Management uses its best judgment in estimating the fair value of the Corporation’s ﬁnancial instruments; however, there are inherent weaknesses in any estimation technique. Therefore, for substantially all ﬁnancial instruments, the fair value estimates herein are not necessarily indicative of the amounts the Corporation could have realized in a sales transaction on the dates indicated. The estimated fair value amounts have been measured as of their respective year-ends and have not been re-evaluated or updated for purposes of these ﬁnancial statements subsequent to those respective dates. As such, the estimated fair values of these ﬁnancial instruments subsequent to the respective reporting dates maybe different than the amounts reported at each year-end. FASB ASC Topic 820, ‘‘Financial Instruments’’, requires disclosure of the fair value of ﬁnancial assets and liabilities, including those ﬁnancial assets and liabilities that are not measured and reported at fair value on a recurring and nonrecurring basis. The Corporation does not report any nonﬁnancial assets at fair value. FASB ASC Topic 820 establishes a fair value hierarchy that prioritizes the inputs to valuation methods used to measure fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements). The three levels of the fair value hierarchy under FASB ASC Topic 820 are as follows: Level 1: Valuation is based on unadjusted, quoted prices in active markets that are accessible at the measurement date for identical, unrestricted assets or liabilities. Level 2: Valuation is based upon quoted prices for similar instruments in active markets, quoted prices for identical or similar instruments in markets that are not active, and model-based valuation techniques for which all signiﬁcant assumptions are observable in the market. There may be substantial differences in the assumptions used for securities within the same level. For example, prices for U.S. Agency securities have fewer assumptions and are closer to level 1 valuations than the private label mortgage backed securities that require more assumptions and are closer to level 3 valuations. Level 3: Valuation is generated from model-based techniques that use signiﬁcant assumptions not observable in the the Corporation’s assumptions regarding what market market. These unobservable assumptions reﬂect participants would assume when pricing a ﬁnancial instrument. An asset’s or liability’s level within the fair value hierarchy is based on the lowest level of input that is signiﬁcant to the fair value measurement. The level within the hierarchy does not represent risk. 84 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS Note 20. Fair Value Measurements and Fair Values of Financial Instruments − (continued) The following methods and assumptions were used to estimate the fair values of the Corporation’s ﬁnancial instruments at December 31, 2016 and 2015. Cash and cash equivalents: For these short-term instruments, the carrying amount is a reasonable estimate of fair value. Investment securities: The fair value of investment securities is determined in accordance with the methods described under FASB ASC Topic 820. Restricted stock: The carrying value of restricted stock approximates its fair value based on redemption provisions for the restricted stock. Loans held for sale: The fair value of loans held for sale is determined by the price set between the Bank and the purchaser prior to origination. These loans are usually sold at par. Net loans: The fair value of ﬁxed-rate loans is estimated for each major type of loan (e.g. real estate, commercial, industrial and agricultural and consumer) by discounting the future cash ﬂows associated with such loans using rates currently offered for loans with similar terms to borrowers of comparable credit quality. The model considers scheduled principal maturities, repricing characteristics, prepayment assumptions and interest cash ﬂows. The discount rates used are estimated based upon consideration of a number of factors including the treasury yield curve, expense and service charge factors. For variable rate loans that reprice frequently and have no signiﬁcant change in credit quality, carrying values approximate the fair value. Accrued interest receivable: The carrying amount is a reasonable estimate of fair value. Deposits and other borrowings: The fair value of demand deposits, savings accounts, and money market deposits is the amount payable on demand at the reporting date. The fair value of ﬁxed-rate certiﬁcates of deposit and long-term debt is estimated by discounting the future cash ﬂows using rates approximating those currently offered for certiﬁcates of deposit and borrowings with similar remaining maturities. Other borrowings consist of a line of credit with the FHLB at a variable interest rate and securities sold under agreements to repurchase, for which the carrying value approximates a reasonable estimate of the fair value. Accrued interest payable: The carrying amount is a reasonable estimate of fair value. The 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 . . . . Restricted stock . . . . . . . . . . . . . . . . . . . . Loans held for sale . . . . . . . . . . . . . . . . . . Net loans . . . . . . . . . . . . . . . . . . . . . . . . Accrued interest receivable . . . . . . . . . . . . Carrying Amount $ 36,665 143,875 1,767 540 882,798 3,592 $ 36,665 143,875 1,767 540 889,910 3,592 Financial liabilities: Deposits . . . . . . . . . . . . . . . . . . . . . . . . . Short-term Debt . . . . . . . . . . . . . . . . . . . . Accrued interest payable . . . . . . . . . . . . . . $982,120 24,270 116 $981,949 24,270 116 85 December 31, 2016 Fair Value Level 1 Level 2 Level 3 $36,665 290 — — — — $ — 24,270 — $ — 143,585 1,767 540 — 3,592 $981,949 — 116 $ — — — — 889,910 — $ — — — Note 20. Fair Value Measurements and Fair Values of Financial Instruments − (continued) NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Dollars in thousands) Financial assets: Cash and cash equivalents . . . . . . . . . . . . . Investment securities available for sale . . . . Restricted stock . . . . . . . . . . . . . . . . . . . . Loans held for sale . . . . . . . . . . . . . . . . . . Net loans . . . . . . . . . . . . . . . . . . . . . . . . Accrued interest receivable . . . . . . . . . . . . Financial liabilities: Carrying Amount $ 39,166 159,473 782 461 771,930 3,164 December 31, 2015 Fair Value Level 1 Level 2 Level 3 $ 39,166 159,473 782 461 779,742 3,164 $39,166 233 — — — — $ — 159,240 782 461 — 3,164 $ — — — — 779,742 — Deposits . . . . . . . . . . . . . . . . . . . . . . . . . Accrued interest payable . . . . . . . . . . . . . . $918,512 124 $918,401 124 $ — — $918,401 124 $ — — Recurring Fair Value Measurements For ﬁnancial assets and liabilities measured at fair value on a recurring basis, the fair value measurements by level within the fair value hierarchy used at December 31, 2016 and 2015 are as follows: (Dollars in Thousands) Asset Description Equity securities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . U.S. Government and Agency securities . . . . . . . . . . . . . . . Municipal securities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Trust Preferred Securities . . . . . . . . . . . . . . . . . . . . . . . . . Agency mortgage-backed securities . . . . . . . . . . . . . . . . . . Private-label mortgage-backed securities . . . . . . . . . . . . . . . Asset-backed securities . . . . . . . . . . . . . . . . . . . . . . . . . . . Total assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (Dollars in Thousands) Asset Description Equity securities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . U.S. Government and Agency securities . . . . . . . . . . . . . . . Municipal securities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Trust Preferred Securities . . . . . . . . . . . . . . . . . . . . . . . . . Agency mortgage-backed securities . . . . . . . . . . . . . . . . . . Private-label mortgage-backed securities . . . . . . . . . . . . . . . Asset-backed securities . . . . . . . . . . . . . . . . . . . . . . . . . . . Total assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Level 1 $290 — — — — — — $290 Level 1 $233 — — — — — — $233 Fair Value at December 31, 2016 Level 2 $ — 12,720 62,985 5,461 61,284 1,104 31 $143,585 Level 3 $— — — — — — — $— Fair Value at December 31, 2015 Level 2 $ — 13,836 69,188 5,289 69,519 1,372 36 $159,240 Level 3 $— — — — — — — $— Total $ 290 12,720 62,985 5,461 61,284 1,104 31 $143,875 Total $ 233 13,836 69,188 5,289 69,519 1,372 36 $159,473 Investment securities: Level 1 securities represent equity securities that are valued using quoted market prices from nationally recognized markets. Level 2 securities represent debt securities that are valued using a mathematical model based upon the speciﬁc characteristics of a security in relationship to quoted prices for similar securities. 86 Note 20. Fair Value Measurements and Fair Values of Financial Instruments − (continued) NOTES TO CONSOLIDATED FINANCIAL STATEMENTS Nonrecurring Fair Value Measurements For ﬁnancial assets measured at fair value on a nonrecurring basis, the fair value measurements by level within the fair value hierarchy used at December 31, 2016 and 2015 are as follows: (Dollars in Thousands) Asset Description Premises held-for-sale(1). . . . . . . . . . . . . . . . . . . . . . . . . . . Other real estate owned(1) . . . . . . . . . . . . . . . . . . . . . . . . . Total assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (Dollars in Thousands) Asset Description Premises held-for-sale(1). . . . . . . . . . . . . . . . . . . . . . . . . . . Other real estate owned(1) . . . . . . . . . . . . . . . . . . . . . . . . . Total assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Level 1 — — $— Level 1 — — $— Fair Value at December 31, 2016 Level 2 — — $— Level 3 200 2,407 $2,607 Fair Value at December 31, 2015 Level 2 — — $— Level 3 210 6,128 $6,338 Total 200 2,407 $2,607 Total 210 6,128 $6,338 (1) Includes assets directly charged-down to fair value during the year-to-date period. The Corporation used the following methods and signiﬁcant assumptions to estimate the fair values for ﬁnancial assets measured at fair value on a nonrecurring basis. Other real estate: The fair value of other real estate, upon initial recognition, is obtained through a process similar to the valuation process for impaired loans. In connection with the measurement and initial recognition of the foregoing assets, the Corporation recognizes charge-offs through the allowance for loan losses. Premises held-for-sale: The fair value of premises held-for-sale is obtained through a process similar to the valuation process for other real estate. The Corporation did not record any liabilities at fair value for which measurement of the fair value was made on a nonrecurring basis at December 31, 2016. For ﬁnancial assets and liabilities measured at fair value on a recurring basis, there were no transfers of ﬁnancial assets or liabilities between Level 1 and Level 2 during the period ending December 31, 2016. The following table presents additional quantitative information about Level 3 assets measured at fair value on a nonrecurring basis: (Dollars in Thousands) Quantitative Information about Level 3 Fair Value Measurements December 31, 2016 Premises held-for-sale . . . . . . . . . . . . Other real estate owned . . . . . . . . . . . Fair Value 200 2,407 Valuation Technique Appraisal Appraisal December 31, 2015 Premises held-for-sale . . . . . . . . . . . . Other real estate owned . . . . . . . . . . . Fair Value 210 6,128 Valuation Technique Appraisal Appraisal Unobservable Input Qualitative adjustment N/A Cost to sell Unobservable Input Qualitative adjustment N/A Cost to sell Range (Weighted Average) 5% (5%) — 8% (8%) Range (Weighted Average) — — 8% (8%) 87 Note 21. Parent Company (Franklin Financial Services Corporation) Financial Information NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Dollars in thousands) Assets: Balance Sheets December 31 2016 2015 Cash and cash equivalents . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Equity investment in subsidiaries . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Other assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Total assets $ 851 115,794 39 $116,684 Liabilities: Other liabilities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Total liabilities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Shareholders’ equity . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Total liabilities and shareholders’ equity . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 191 191 116,493 $116,684 $ 300 111,535 33 $111,868 $ 492 492 111,376 $111,868 (Dollars in thousands) Income: Statements of Income Years Ended December 31 2015 2014 2016 Dividends from Bank subsidiary . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Interest and dividend income . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Other income . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . OTTI loss on equity securities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Securities gains (losses), net . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $4,006 — — — — 4,006 Expenses: Operating expenses . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 972 Income before income taxes and equity in undistributed income of $ 300 — 171 — — 471 986 subsidiaries . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Income tax beneﬁt . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Equity in undistributed income of subsidiaries . . . . . . . . . . . . . . . . . . . . . Net income . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3,034 301 4,752 $8,087 (515) 328 10,391 $10,204 $1,151 15 — — 82 1,248 795 453 241 7,708 $8,402 Statements of Comprehensive Income (Dollars in thousands) Net Income . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Securities: Unrealized (losses) gains arising during the period . . . . . . . . . . . . . . . . . . Reclassiﬁcation adjustment for net (gains) losses included in net income . . . Net unrealized (losses) gains . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Tax effect . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Net of tax amount Total other comprehensive (loss) income of Parent . . . . . . . . . . . . . . . . . . Other comprehensive (loss) income of subsidiaries . . . . . . . . . . . . . . . . . . Total Comprehensive Income . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Years ended December 31 2015 $10,204 2014 $8,402 2016 $8,087 — — — — — — (493) $7,594 — — — — — — (622) $ 9,582 (236) (82) (318) 108 (210) (210) 1,806 $9,998 88 Note 21. Parent Company (Franklin Financial Services Corporation) Financial Information − (continued) NOTES TO CONSOLIDATED FINANCIAL STATEMENTS Statements of Cash Flows (Dollars in thousands) Cash ﬂows from operating activities Years Ended December 31 2015 2014 2016 Net income . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 8,087 $ 10,204 $ 8,402 Adjustments to reconcile net income to net cash provided by operating activities: Equity in undistributed income of subsidiary . . . . . . . . . . . . . . . . . . . Stock option compensation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Securities (gains) losses . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (Increase) decrease in other assets/liabilities . . . . . . . . . . . . . . . . . . . . . . . . Net cash provided by operating activities (4,752) 88 — (307) 3,116 (10,391) 74 — 1,800 1,687 Cash ﬂows from investing activities Proceeds from sales of investment securities . . . . . . . . . . . . . . . . . . . . . Net cash provided by investing activities . . . . . . . . . . . . . . . . . . . . . . . . . — — — — Cash ﬂows from ﬁnancing activities Dividends paid . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Cash received from option exercises . . . . . . . . . . . . . . . . . . . . . . . . . . Common stock issued under dividend reinvestment plan . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Treasury stock purchase Net cash used in ﬁnancing activities . . . . . . . . . . . . . . . . . . . . . . . . . . . . Increase (decrease) in cash and cash equivalents . . . . . . . . . . . . . . . . . . Cash and cash equivalents as of January 1 . . . . . . . . . . . . . . . . . . . . . . . . Cash and cash equivalents as of December 31 . . . . . . . . . . . . . . . . . . . . . (3,523) 82 1,671 (795) (2,565) 551 300 851 $ (3,139) 92 1,246 — (1,801) (114) 414 300 $ Note 22. Quarterly Results of Operations (unaudited) (7,708) — (82) 498 1,110 568 568 (2,847) 59 923 — (1,865) (187) 601 414 $ The following is a condensed summary of the quarterly results of consolidated operations of Franklin Financial for the years ended December 31, 2016 and 2015: (Dollars in thousands, except per share) 2016 Interest income . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Interest expense . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Net interest income . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Provision for loan losses . . . . . . . . . . . . . . . . . . . . . . . . . . Other noninterest income . . . . . . . . . . . . . . . . . . . . . . . . . Securities (losses) gains . . . . . . . . . . . . . . . . . . . . . . . . . . Noninterest expense . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Income before income taxes . . . . . . . . . . . . . . . . . . . . . . . Federal income tax expense . . . . . . . . . . . . . . . . . . . . . . . . Net Income . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Basic earnings per share . . . . . . . . . . . . . . . . . . . . . . . . . . Diluted earnings per share . . . . . . . . . . . . . . . . . . . . . . . . . Dividends declared per share . . . . . . . . . . . . . . . . . . . . . . . March 31 $9,098 545 8,553 300 2,981 (28) 7,795 3,411 685 $2,726 $ 0.64 $ 0.64 $ 0.19 Three months ended June 30 $8,988 548 8,440 1,875 2,854 2 7,730 1,691 130 $1,561 $ 0.36 $ 0.36 $ 0.21 September 30 $9,348 563 8,785 1,150 2,813 (10) 7,980 2,458 383 $2,075 $ 0.48 $ 0.48 $ 0.21 December 31 $9,544 589 8,955 450 2,984 8 9,670 1,827 104 $1,723 $ 0.40 $ 0.40 $ 0.21 89 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS Note 22. Quarterly Results of Operations (unaudited) − (continued) (Dollars in thousands, except per share) 2015 Interest income . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Interest expense . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Net interest income . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Provision for loan losses . . . . . . . . . . . . . . . . . . . . . . . . . . Other noninterest income . . . . . . . . . . . . . . . . . . . . . . . . . Securities gains (including gain on conversion) . . . . . . . . . . Noninterest expense . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Income before income taxes . . . . . . . . . . . . . . . . . . . . . . . Federal income tax expense . . . . . . . . . . . . . . . . . . . . . . . . Net Income . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Basic earnings per share . . . . . . . . . . . . . . . . . . . . . . . . . . Diluted earnings per share . . . . . . . . . . . . . . . . . . . . . . . . . Dividends declared per share . . . . . . . . . . . . . . . . . . . . . . . March 31 $8,526 641 7,885 325 2,934 718 7,489 3,723 839 $2,884 $ 0.68 $ 0.68 $ 0.17 Three months ended June 30 $8,578 619 7,959 310 3,108 8 7,659 3,106 632 $2,474 $ 0.58 $ 0.58 $ 0.19 September 30 $8,720 555 8,165 400 2,733 — 7,613 2,885 306 $2,579 $ 0.61 $ 0.61 $ 0.19 December 31 $8,790 556 8,234 250 3,150 — 8,374 2,760 493 $2,267 $ 0.53 $ 0.53 $ 0.19 Due to rounding, the sum of the quarters may not equal the amount reported for the year. 90 Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure None. Item 9A. Controls and Procedures Evaluation of 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 and Chief Financial Officer, of the effectiveness of its disclosure controls and procedures, as deﬁned in Exchange Act Rules 13a-15(e) and 15d-15(e). Based upon the evaluation, the Corporation’s Chief Executive Officer and Chief Financial Officer concluded that as of December 31, 2016, the Corporation’s disclosure controls and procedures are effective. Disclosure controls and procedures are controls and procedures that are designed to ensure that information required to be disclosed in the Corporation’s reports ﬁled or submitted under the Exchange Act is recorded, processed, summarized and reported within the time periods speciﬁed in the Securities and Exchange Commission’s rules and forms. Management Report on Internal Control Over Financial Reporting The Management of the Corporation is responsible for establishing and maintaining adequate internal control over ﬁnancial reporting. The Corporation’s internal control system is 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. 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. Management assessed the effectiveness of the Company’s internal control over ﬁnancial reporting as of December 31, 2016, using the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission (COSO) in Internal Control — Integrated Framework (2013). Based on this assessment, Management concluded that, as of December 31, 2016, the Corporation’s internal control over ﬁnancial reporting is effective based on those criteria. There were no changes during the fourth quarter of 2016 in the Corporation’s internal control over ﬁnancial reporting which materially affected, or which are reasonably likely to affect, the Corporation’s internal control over ﬁnancial reporting. The Corporation’s independent registered public accounting ﬁrm has audited the effectiveness of the Corporation’s internal control over ﬁnancial reporting as of December 31, 2016. Their report is included herein. 91 Report of Independent Registered Public Accounting Firm Board of Directors and Shareholders Franklin Financial Services Corporation Chambersburg, Pennsylvania We have audited Franklin Financial Services Corporation and its subsidiaries’ (the ‘‘Corporation’’) 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 (the COSO criteria). The Corporation’s management is responsible 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 Report on Internal Control over Financial Reporting. Our responsibility is to express an opinion on the Corporation’s internal control over ﬁnancial reporting based on our audit. We conducted our audit in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control over ﬁnancial reporting was maintained in all material respects. Our audit 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 audit also included performing such other procedures as we considered necessary in the circumstances. We believe that our audit provides a reasonable basis for our opinion. A corporation’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 accounting principles generally accepted in the United States of America. A corporation’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 corporation; (2) provide transactions are recorded as necessary to permit preparation of ﬁnancial statements in reasonable assurance that accordance with generally accepted accounting principles, and that receipts and expenditures of the corporation are being made only in accordance with authorizations of management and directors of the corporation; and (3) provide 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. 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 Franklin Financial Services Corporation and subsidiaries maintained, in all material respects, effective internal control over ﬁnancial reporting as of December 31, 2016, based on the COSO criteria. We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States), the consolidated balance sheet of Franklin Financial Services Corporation and its 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 three years in the period ended December 31, 2016, and our report dated March 10, 2017 expressed an unqualiﬁed opinion. /s/ BDO USA, LLP Harrisburg, Pennsylvania March 10, 2017 92 Item 9B. Other Information None. Item 10. Directors, Executive Officers and Corporate Governance Part III The information required by this Item relating to the directors and executive officers of the Corporation is incorporated ‘‘ELECTION OF DIRECTORS — Information about Nominees, Continuing Directors and Executive Officers’’ and under the heading ‘‘ADDITIONAL INFORMATION — Key Employees’’ appearing in the Corporation’s 2017 proxy statement. information reference heading herein under forth the the set by to The information required by this item relating to compliance with Section 16(a) of the Exchange Act is incorporated herein by reference to the information set forth under the heading ‘‘ADDITIONAL INFORMATION — Compliance with Section 16(a) of the Exchange Act’’ appearing in the Corporation’s 2017 proxy statement. The information required by this item relating to the Corporation’s code of ethics is incorporated herein by reference to the information set the heading ‘‘CORPORATE GOVERNANCE POLICIES, PRACTICES AND PROCEDURES’’ appearing in the Corporation’s 2017 proxy statement. The Corporation will ﬁle on Form 8-K any amendments to, or waivers from, the code of ethics applicable to any of its directors or executive officers. forth under The information required by this item relating to material changes to the procedures by which the Corporation’s shareholders may recommend nominees to the Board of Directors is incorporated herein by reference to the information set forth under the heading ‘‘ELECTION OF DIRECTORS — Nominations for Election of Directors’’ appearing in the Corporation’s 2017 proxy statement. The information required by this item relating to the Corporation’s audit committee and relating to an audit committee ﬁnancial expert is incorporated herein by reference to the information set forth under the heading ‘‘BOARD STRUCTURE AND COMMITTEES — Audit Committee’’ appearing in the Corporation’s 2017 proxy statement. Item 11. Executive Compensation The information required by this item relating to executive compensation is incorporated herein by reference to the information set forth under the heading ‘‘EXECUTIVE COMPENSATION’’ appearing in the Corporation’s 2017 proxy statement; provided, however, that the information set forth under the subheading ‘‘Compensation Committee Report’’ is intended to be furnished and not ﬁled. The information required by this item relating to the compensation committee interlocks and insider participation is incorporated herein by reference to the information set the heading ‘‘BOARD STRUCTURE AND COMMITTEES — Compensation Committee Interlocks and Insider Participation’’ appearing in the Corporation’s 2017 proxy statement. forth under Item 12. Security Ownership of Certain Beneﬁcial Owners and Management and Related Stockholder Matters is The information required by this item relating to securities authorized for issuance under executive compensation the heading ‘‘EXECUTIVE plans COMPENSATION — Compensation Tables and Additional Compensation Disclosure’’ appearing in the Corporation’s 2017 proxy statement. incorporated herein by reference information set forth under to the The information required by this item relating to security ownership of certain beneﬁcial owners is incorporated herein by reference to the information set forth under the heading ‘‘GENERAL INFORMATION — Voting of Shares and Principal Holders Thereof’’’ appearing in the Corporation’s 2017 proxy statement. The information required by this item relating to security ownership of management is incorporated herein by reference to the information set forth under the heading ‘‘ELECTION OF DIRECTORS — Information about Nominees, Continuing Directors and Executive Officers’’ appearing in the Corporation’s 2017 proxy statement. Item 13. Certain Relationships and Related Transactions, and Director Independence The information required by this item relating to transactions with related persons is incorporated herein by reference to the information set forth under the heading ‘‘ADDITIONAL INFORMATION — Transactions with Related Persons’’ appearing in the Corporation’s 2017 proxy statement. 93 The information required by this item relating to director independence is incorporated herein by reference to the information set forth under the heading ‘‘ELECTION OF DIRECTORS — Director Independence ‘‘and under the heading ‘‘ADDITIONAL INFORMATION — Transactions with Related Persons’’ appearing in the Corporation’s 2017 proxy statement. Item 14. Principal Accountant Fees and Services The information required by this item relating to principal accountant fees and services is incorporated herein by reference to the information set forth under the heading ‘‘RELATIONSHIP WITH INDEPENDENT REGISTERED PUBLIC ACCOUNTANTS’’ appearing in the Corporation’s 2017 proxy statement. 94 Item 15. Exhibits and Financial Statement Schedules (a) The following documents are ﬁled as part of this report: Part IV (1) The following Consolidated Financial Statements of the Corporation: Reports of Independent Registered Public Accounting Firms Consolidated Balance Sheets — December 31, 2016 and 2015, Consolidated Statements of Income — Years ended December 31, 2016, 2015 and 2014, Consolidated Statements of Comprehensive Income — Years ended December 31, 2016, 2015 and 2014, Consolidated Statements of Changes in Shareholders’ Equity — Years ended December 31, 2016, 2015 and 2014, Consolidated Statements of Cash Flows — Years ended December 31, 2016, 2015 and 2014, Notes to Consolidated Financial Statements. (2) All ﬁnancial statement schedules for which provision is made in the applicable accounting regulations of the Securities and Exchange Commission are not required under the related instructions or are inapplicable and have therefore been omitted. (3) The following exhibits are part of this report: 3.1 3.2 4. 10.1 10.2 10.3 10.4 10.5 10.6 14. 21. 23.1 31.1 31.2 32.1 32.2 Articles of Incorporation of the Corporation Bylaws of the Corporation Instruments deﬁning the rights of security holders, including indentures, are contained in the Articles of Incorporation (Exhibit 3.1) and the Bylaws (Exhibit 3.2) Deferred Compensation Agreements with Bank Directors* Directors’ Deferred Compensation Plan* Incentive Stock Option Plan of 2002* Management Group Pay for Performance Plan* Directors Pay for Performance Plan* Incentive Stock Option Plan of 2013* Code of Ethics posted on the Corporation’s website Subsidiaries of the Corporation Consent of BDO USA, LLP Rule 13a-14(a)/15d-14(a) Certiﬁcation (Chief Executive Officer) Rule 13a-14(a)/15d-14(a) Certiﬁcation (Chief Financial Officer) Section 1350 Certiﬁcation (Chief Executive Officer) Section 1350 Certiﬁcation (Chief Financial Officer) 101 Interactive Data File (XBRL) * Compensatory plan or arrangement. (b) The exhibits required to be ﬁled as part of this report are submitted as a separate section of this report. (c) Financial Statement Schedules: None. 95 Pursuant to the requirements of Section 13 or 15(d) of the Securities and Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized. SIGNATURES FRANKLIN FINANCIAL SERVICES CORPORATION By: /s/ Timothy G. Henry Timothy G. Henry President and Chief Executive Officer Dated: March 10, 2017 Pursuant to the requirements of the Securities and Exchange Act of 1934, this Report has been signed below by the following persons on behalf of the Registrant and in the capacities and on the dates indicated. Signature /s/ G. Warren Elliott G. Warren Elliott /s/ Timothy G. Henry Timothy G. Henry /s/ Mark R. Hollar Mark R. Hollar /s/ Martin R. Brown Martin R. Brown /s/ Gregory A. Duffey Gregory A. Duffey /s/ Daniel J. Fisher Daniel J. Fisher /s/ Donald A. Fry Donald A. Fry /s/ Allan E. Jennings, Jr. Allan E. Jennings, Jr. /s/ Richard E. Jordan, III Richard E. Jordan, III /s/ Stanley J. Kerlin Stanley J. Kerlin /s/ Patricia D. Lacy Patricia D. Lacy /s/ Donald H. Mowery Donald H. Mowery Martha B. Walker Title Date Chairman of the Board and Director 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 March 10, 2017 March 10, 2017 March 10, 2017 March 10, 2017 Chief Executive Officer, President and Director (Principal Executive Officer) Treasurer and Chief Financial Officer (Principal Financial and Accounting Officer) Director Director Director Director Director Director Director Director Director Director 96 Exhibit Index for the Year Ended December 31, 2016 Description Articles of Incorporation of the Corporation (Filed as Exhibit 3.1 to Annual Report on Form 10-K for the year ended December 31, 2014 and incorporated herein by reference.) Bylaws of the Corporation Instruments deﬁning the rights of securities holders, Incorporation (Exhibit 3.1) and Bylaws (Exhibit 3.2) Deferred Compensation Agreements with Bank Directors* (Filed as Exhibit 10.1 to Annual Report on Form 10-K for the year ended December 31, 2014 and incorporated herein by reference.) including indentures, are contained in the Articles of Director’s Deferred Compensation Plan* (Filed as Exhibit 10.2 to Annual Report on Form 10-K for the year ended December 31, 2014 and incorporated herein by reference.) Incentive Stock Option Plan of 2002 (Filed as Exhibit 99.1 to Registration Statement No. 333-90348 on Form S-8 and incorporated herein by reference)* Item 3.1 3.2 4. 10.1 10.2 10.3 10.4 Management Group Pay for Performance Program* (Filed as Exhibit 10.4 to Annual Report on Form 10-K for the year ended December 31, 2014 and incorporated herein by reference.) 10.5 10.6 14. 21. 23.1 31.1 31.2 32.1 32.2 101 Directors Pay for Performance Program* (Filed as Exhibit 10.5 to Annual Report on Form 10-K for the year ended December 31, 2014 and incorporated herein by reference.) Incentive Stock Option Plan of 2013 (Filed as Exhibit 10.1 to Registration Statement No. 333-193655 on Form S-8 ﬁled January 30, 2014 and incorporated herein by reference)* Code of Ethics posted on the Corporation’s website Subsidiaries of Corporation — ﬁled herewith Consent of BDO USA, LLP — ﬁled herewith Rule 13a-14(a)/15d-14(a) Certiﬁcation (Chief Executive Officer) — ﬁled herewith Rule 13a-14(a)/15d-14(a) Certiﬁcation (Chief Financial Officer) — ﬁled herewith Section 1350 Certiﬁcation (Chief Executive Officer) — ﬁled herewith Section 1350 Certiﬁcation (Chief Financial Officer) — ﬁled herewith Interactive Data File (XBRL) * Compensatory plan or arrangement. 97 (This page intentionally left blank.) P.O. Box 6010 Chambersburg, PA 1720| 888.264.6116 franklinfin.com

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