Edgar Filing: BRYN MAWR BANK CORP

bmtc20160818_10q.htm Table Of Contents

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Form 10-Q

Quarterly Report Under Section 13 or 15(d)

of the Securities Exchange Act of 1934

For Quarter ended September 30, 2016

Commission File Number 1-35746

Bryn Mawr Bank Corporation

(Exact name of registrant as specified in its charter)

Pennsylvania	23-2434506
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer identification No.)

801 Lancaster Avenue, Bryn Mawr, Pennsylvania	19010
(Address of principal executive offices)	(Zip Code)

Registrant’s telephone number, including area code (610) 525-1700

Not Applicable

Former name, former address and fiscal year, if changed since last report.

Indicate by checkmark whether the registrant (1) has filed all reports 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 period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes ☒ No ☐

Indicate by checkmark whether the registrant is a large accelerated filer, an accelerated filer, or a non-accelerated filer, or a smaller reporting company. See definition of “accelerated filer”, “large accelerated filer”, and “smaller reporting company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer ☐ Accelerated filer ☒

Non-accelerated filer ☐ Smaller reporting company ☐

Indicate by checkmark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act) Yes ☐ No ☒

Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date.

Classes		Outstanding at November 2, 2016
Common Stock, par value $1		16,913,268

Table Of Contents

BRYN MAWR BANK CORPORATION AND SUBSIDIARIES

FORM 10-Q

QUARTER ENDED September 30, 2016

Index

PART I -	FINANCIAL INFORMATION

ITEM 1.	Financial Statements (unaudited)

	Consolidated Financial Statements	Page 3

	Notes to Consolidated Financial Statements	Page 8

ITEM 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	Page 44

ITEM 3.	Quantitative and Qualitative Disclosures About Market Risk	Page 62

ITEM 4.	Controls and Procedures	Page 62

PART II -	OTHER INFORMATION	Page 62

ITEM 1.	Legal Proceedings	Page 62

ITEM 1A.	Risk Factors	Page 62

ITEM 2.	Unregistered Sales of Equity Securities and Use of Proceeds	Page 62

ITEM 3.	Defaults Upon Senior Securities	Page 62

ITEM 4.	Mine Safety Disclosures	Page 63

ITEM 5.	Other Information	Page 63

ITEM 6.	Exhibits	Page 64

Table Of Contents

PART I. FINANCIAL INFORMATION

ITEM 1. Financial Statements

BRYN MAWR BANK CORPORATION AND SUBSIDIARIES

Consolidated Balance Sheets - Unaudited

	September 30, 2016			December 31,
(dollars in thousands)	(Unaudited)			2015
Assets
Cash and due from banks	$	18,905		$	18,452
Interest bearing deposits with banks		30,118			124,615
Cash and cash equivalents		49,023			143,067
Investment securities available for sale, at fair value (amortized cost of $361,849 and $347,776 as of September 30, 2016 and December 31, 2015 respectively)		366,910			348,966
Investment securities held to maturity, at amortized cost (fair value of $2,902 and $0 as of September 30, 2016 and December 31, 2015, respectively)		2,896			-
Investment securities, trading		3,702			3,950
Loans held for sale		11,506			8,987
Portfolio loans and leases, originated		2,176,549			1,883,869
Portfolio loans and leases, acquired		316,808			385,119
Total portfolio loans and leases		2,493,357			2,268,988
Less: Allowance for originated loan and lease losses		(17,716	)		(15,857	)
Less: Allowance for acquired loan and lease losses		(28	)		-
Total allowance for loans and lease losses		(17,744	)		(15,857	)
Net portfolio loans and leases		2,475,613			2,253,131
Premises and equipment, net		42,559			45,339
Accrued interest receivable		8,066			7,869
Mortgage servicing rights		4,793			5,142
Bank owned life insurance		39,055			38,371
Federal Home Loan Bank stock		13,185			12,942
Goodwill		104,765			104,765
Intangible assets		21,235			23,903
Other investments		9,121			9,460
Other assets		21,651			25,105
Total assets	$	3,174,080		$	3,030,997
Liabilities
Deposits:
Non-interest-bearing	$	718,015		$	626,684
Interest-bearing		1,759,862			1,626,041
Total deposits		2,477,877			2,252,725

Short-term borrowings		50,065			94,167
Long-term FHLB advances		204,772			254,863
Subordinated notes		29,518			29,479
Accrued interest payable		1,854			1,851
Other liabilities		31,535			32,201
Total liabilities		2,795,621			2,665,286
Shareholders' equity
Common stock, par value $1; authorized 100,000,000 shares; issued 21,063,536 and 20,931,416 shares as of September 30, 2016 and December 31, 2015, respectively, and outstanding of 16,893,878 and 17,071,523 as of September 30, 2016 and December 31, 2015, respectively		21,064			20,931
Paid-in capital in excess of par value		231,398			228,814
Less: Common stock in treasury at cost - 4,169,658 and 3,859,893 shares as of September 30, 2016 and December 31, 2015, respectively		(66,895	)		(58,144	)
Accumulated other comprehensive income (loss), net of tax		2,128			(412	)
Retained earnings		190,764			174,522
Total shareholders' equity		378,459			365,711
Total liabilities and shareholders' equity	$	3,174,080		$	3,030,997

The accompanying notes are an integral part of the unaudited consolidated financial statements.

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BRYN MAWR BANK CORPORATION AND SUBSIDIARIES

Consolidated Statements of Income - Unaudited

	Three Months Ended September 30,					Nine Months Ended September 30,
	2016			2015		2016			2015
(dollars in thousands, except per share data)
Interest income:
Interest and fees on loans and leases	$	27,931		$	25,620	$	82,306		$	76,352
Interest on cash and cash equivalents		27			107		115			346
Interest on investment securities:
Taxable		1,373			1,135		4,108			3,616
Non-taxable		125			125		379			366
Dividends		58			42		161			96
Total interest income		29,514			27,029		87,069			80,776
Interest expense:
Interest on deposits		1,575			1,076		4,053			3,166
Interest on short-term borrowings		34			8		71			39
Interest on FHLB advances and other borrowings		818			881		2,593			2,642
Interest on subordinated notes		370			231		1,106			231
Total interest expense		2,797			2,196		7,823			6,078
Net interest income		26,717			24,833		79,246			74,698
Provision for loan and lease losses		1,412			1,200		3,267			2,619
Net interest income after provision for loan and lease losses		25,305			23,633		75,979			72,079
Non-interest income:
Fees for wealth management services		9,100			9,194		27,363			27,899
Insurance commissions		886			1,065		3,007			2,903
Service charges on deposits		688			721		2,103			2,185
Loan servicing and other fees		497			397		1,528			1,585
Net gain on sale of loans		985			685		2,641			2,271
Net (loss) gain on sale of investment securities available for sale		(28	)		60		(86	)		873
Net (loss) gain on sale of other real estate owned ("OREO")		-			-		(76	)		90
Dividends on FHLB and FRB stock		277			138		754			1,052
Other operating income		1,487			1,090		3,686			3,434
Total non-interest income		13,892			13,350		40,920			42,292
Non-interest expenses:
Salaries and wages		11,621			10,941		35,556			32,875
Employee benefits		2,420			2,590		7,341			7,937
Occupancy and bank premises		2,349			2,557		7,204			7,831
Furniture, fixtures, and equipment		1,837			1,712		5,651			4,712
Advertising		334			410		990			1,446
Amortization of intangible assets		888			953		2,668			2,890
Impairment of mortgage servicing rights ("MSR"s)		29			36		711			87
Due diligence, merger-related and merger integration expenses		-			1,015		-			4,810
Professional fees		937			843		2,696			2,343
Pennsylvania bank shares tax		675			433		1,953			1,299
Information technology		881			1,053		2,804			2,569
Other operating expenses		3,506			2,860		9,213			10,015
Total non-interest expenses		25,477			25,403		76,787			78,814

Income before income taxes		13,720			11,580		40,112			35,557
Income tax expense		4,346			4,084		13,484			12,448
Net income	$	9,374		$	7,496	$	26,628		$	23,109

Basic earnings per common share	$	0.56		$	0.43	$	1.58		$	1.31
Diluted earnings per common share	$	0.55		$	0.42	$	1.57		$	1.29
Dividends declared per share	$	0.21		$	0.20	$	0.61		$	0.58

Weighted-average basic shares outstanding		16,860,727			17,572,421		16,840,457			17,610,353
Dilutive shares		211,631			261,877		153,998			320,067
Adjusted weighted-average diluted shares		17,072,358			17,834,298		16,994,455			17,930,420

The accompanying notes are an integral part of the unaudited consolidated financial statements.

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BRYN MAWR BANK CORPORATION AND SUBSIDIARIES

Consolidated Statements of Comprehensive Income - Unaudited

(dollars in thousands)	Three Months Ended September 30,						Nine Months Ended September 30,
	2016			2015			2016		2015

Net income	$	9,374		$	7,496		$	26,628	$	23,109

Other comprehensive (loss) income:
Net change in unrealized gains (losses) on investment securities available for sale:
Net unrealized gains (losses) arising during the period, net of tax expense (benefit) of $(212), $503, $1,336 and $803, respectively		(394	)		935			2,459		1,489
Less: reclassification adjustment for net losses (gains) on sales realized in net income, net of tax (benefit) expense of $(10), $21, $(30) and $306, respectively		18			(39	)		56		(567	)
Unrealized investment gains (losses), net of tax expense (benefit) of $(202), $482, $1,366 and $497, respectively		(376	)		896			2,515		922
Net change in fair value of derivative used for cash flow hedge:
Net unrealized gains (losses) arising during the period, net of tax expense (benefit) of $0, $(188), $0 and $(216), respectively		-			(349	)		-		(400	)
Net change in unfunded pension liability:
Change in unfunded pension liability related to unrealized loss, prior service cost and transition obligation, net of tax expense of $9, $26, $13 and $76, respectively		16			47			25		142
Total other comprehensive (loss) income		(360	)		594			2,540		664

Total comprehensive income	$	9,014		$	8,090		$	29,168	$	23,773

The accompanying notes are an integral part of the unaudited consolidated financial statements.

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BRYN MAWR BANK CORPORATION AND SUBSIDIARIES

Consolidated Statements of Cash Flows - Unaudited

(dollars in thousands)	Nine Months Ended September 30,
	2016			2015
Operating activities:
Net Income	$	26,628		$	23,109
Adjustments to reconcile net income to net cash provided by operating activities:
Provision for loan and lease losses		3,267			2,619
Depreciation of fixed assets		4,234			3,510
Net amortization of investment premiums and discounts		2,415			2,486
Net loss (gain) on sale of investment securities available for sale		86			(873	)
Net gain on sale of loans		(2,641	)		(2,271	)
Stock based compensation cost		1,233			1,047
Amortization and net impairment of mortgage servicing rights		1,236			531
Net accretion of fair value adjustments		(2,966	)		(4,029	)
Amortization of intangible assets		2,668			2,890
Impairment of other real estate owned ("OREO")		-			90
Net loss (gain) on sale of OREO		76			(90	)
Net increase in cash surrender value of bank owned life insurance ("BOLI")		(684	)		(568	)
Other, net		(545	)		1,770
Loans originated for resale		(114,087	)		(110,098	)
Proceeds from loans sold		113,322			107,240
Provision for deferred income taxes		790			2,753
Excess tax benefit from stock-based compensation		-			(715	)
Change in income taxes payable/receivable		412			1,824
Change in accrued interest receivable		(197	)		(90	)
Change in accrued interest payable		3			109
Net cash provided by operating activities		35,250			31,244

Investing activities:
Purchases of investment securities available for sale		(120,839	)		(124,161	)
Purchases of investment securities held to maturity		(2,928	)		-
Proceeds from maturity and paydowns of investment securities available for sale		45,666			48,968
Proceeds from maturity and paydowns of investment securities held to maturity		22			-
Proceeds from sale of investment securities available for sale		202			64,528
Net change in FHLB stock		(243	)		4,762
Proceeds from calls of investment securities		58,406			80,465
Net change in other investments		339			(4,223	)
Net portfolio loan and lease originations		(223,438	)		(150,812	)
Purchases of premises and equipment		(1,559	)		(5,194	)
Purchases of BOLI		-			(5,000	)
Acquisitions, net of cash acquired		-			16,129
Proceeds from sale of OREO		1,806			928
Net cash (used in) provided by investing activities		(242,566	)		(73,610	)

Financing activities:
Change in deposits		225,352			70,780
Change in short-term borrowings		(44,091	)		(108,066	)
Dividends paid		(10,400	)		(10,395	)
Change in FHLB advances and other borrowings		(50,000	)		(24,883	)
Net proceeds from issuance of subordinated notes		-			29,466
Excess tax benefit from stock-based compensation		-			715
Cash payments to taxing authorities on employees' behalf from shares withheld from stock-based compensation		(726	)		-
Net purchase of treasury stock for deferred compensation plans		(97	)		-
Net purchase of treasury stock		(7,971	)		(21,402	)
Proceeds from issuance of common stock		-			20
Proceeds from exercise of stock options		1,205			5,003
Net cash provided by (used in) financing activities		113,272			(58,762	)

Change in cash and cash equivalents		(94,044	)		(101,128	)
Cash and cash equivalents at beginning of period		143,067			219,269
Cash and cash equivalents at end of period	$	49,023		$	118,141

Supplemental cash flow information:
Cash paid during the year for:
Income taxes	$	12,372		$	7,301
Interest	$	7,823		$	5,674

Non-cash information:
Available for sale securities purchased, not settled	$	-		$	664
Change in other comprehensive income	$	2,540		$	357
Change in deferred tax due to change in comprehensive income	$	1,379		$	401
Issuance of shares and options for acquisitions	$	-		$	123,734
Acquisition of noncash assets and liabilities:
Assets acquired	$	-		$	727,379
Liabilities assumed	$	-		$	619,774

The accompanying notes are an integral part of the unaudited consolidated financial statements.

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BRYN MAWR BANK CORPORATION AND SUBSIDIARIES

Consolidated Statements of Changes In Shareholders’ Equity - Unaudited

(dollars in thousands, except per share information)

	For the Nine Months Ended September 30, 2016
	Shares of Common Stock Issued			Common Stock			Paid-in Capital			Treasury Stock			Accumulated Other Comprehensive Income (Loss)			Retained Earnings			Total Shareholders' Equity

Balance December 31, 2015		20,931,416		$	20,931		$	228,814		$	(58,144	)	$	(412	)	$	174,522		$	365,711

Net income		-			-			-			-			-			26,628			26,628
Tax provision to return adjustment related to excess tax benefit on stock-based compensation		-			-			197			-			-			-			197
Dividends declared, $0.61 per share		-			-			-			-			-			(10,386	)		(10,386	)
Other comprehensive income, net of tax expense of $1,379		-			-			-			-			2,540			-			2,540
Stock based compensation		-			-			1,233			-			-			-			1,233
Retirement of treasury stock		(4,320	)		(4	)		(39	)		43			-			-			-
Net purchase of treasury stock		-			-			-			(8,794	)		-			-			(8,794	)
Common stock issued through share-based awards and options exercises		136,440			137			1,193			-			-			-			1,330

Balance September 30, 2016		21,063,536		$	21,064		$	231,398		$	(66,895	)	$	2,128		$	190,764		$	378,459

The accompanying notes are an integral part of the unaudited consolidated financial statements.

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BRYN MAWR BANK CORPORATION AND SUBSIDIARIES

Notes to Consolidated Financial Statements

(Unaudited)

Note 1 - Basis of Presentation

The unaudited consolidated financial statements have been prepared in accordance with U.S. generally accepted accounting principles (“GAAP”). In the opinion of Bryn Mawr Bank Corporation’s (the “Corporation”) management, all adjustments necessary for a fair presentation of the consolidated financial position and the results of operations for the interim periods presented have been included. These unaudited consolidated financial statements should be read in conjunction with the audited consolidated financial statements and notes thereto in the Corporation’s Annual Report on Form 10-K for the twelve months ended December 31, 2015 (the “2015 Annual Report”).

The results of operations for the three and nine months ended September 30, 2016 are not necessarily indicative of the results to be expected for the full year.

Note 2 - Earnings per Common Share

Basic earnings per common share excludes dilution and is computed by dividing income available to common shareholders by the weighted-average common shares outstanding during the period. Diluted earnings per common share takes into account the potential dilution computed pursuant to the treasury stock method that could occur if stock options were exercised and converted into common stock, as well as the effect of restricted and performance shares becoming unrestricted common stock. The effects of stock options are excluded from the computation of diluted earnings per share in periods in which the effect would be anti-dilutive. All weighted average shares, actual shares and per share information in the financial statements have been adjusted retroactively for the effect of stock dividends and splits.

	Three Months Ended				Nine Months Ended
	September 30,				September 30,
(dollars in thousands except per share data)	2016		2015		2016		2015
Numerator:
Net income available to common shareholders	$	9,374	$	7,496	$	26,628	$	23,109
Denominator for basic earnings per share – weighted average shares outstanding		16,860,727		17,572,421		16,840,457		17,610,353
Effect of dilutive common shares		211,631		261,877		153,998		320,067
Denominator for diluted earnings per share – adjusted weighted average shares outstanding		17,072,358		17,834,298		16,994,455		17,930,420
Basic earnings per share	$	0.56	$	0.43	$	1.58	$	1.31
Diluted earnings per share	$	0.55	$	0.42	$	1.57	$	1.29
Antidilutive shares excluded from computation of average dilutive earnings per share		—		—		—		—

Note 3 - Business Combinations

Robert J. McAllister Agency, Inc. (“RJM”)

The acquisition of RJM, an insurance brokerage headquartered in Rosemont, Pennsylvania, was completed on April 1, 2015. The consideration paid by the Corporation was $1.0 million, of which $500 thousand was paid at closing, with five contingent cash payments, not to exceed $100 thousand each, to be payable on each of March 31, 2016, March 31, 2017, March 31, 2018, March 31, 2019, and March 31, 2020, subject to the attainment of certain revenue targets during the related periods. During the three months ended September 30, 2016, the first contingent payment in the amount of $85 thousand was issued. The acquisition enhanced the Corporation’s ability to offer comprehensive insurance solutions to both individual and business clients.

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In connection with the RJM acquisition, the following table details the consideration paid, the initial estimated fair value of identifiable assets acquired and liabilities assumed as of the date of acquisition and subsequent adjustments, during the measurement period, to the fair value of the assets acquired, liabilities assumed and the resulting goodwill recorded:

(dollars in thousands)	Original Estimates		Adjustments to Estimates			Final Valuation
Consideration paid:
Cash paid at closing	$	500	$	—		$	500
Contingent payment liability		500		—			500
Value of consideration		1,000		—			1,000

Assets acquired:
Cash operating accounts		20		—			20
Intangible assets – trade name		129		(129	)		—
Intangible assets – customer relationships		424		—			424
Intangible assets – non-competition agreements		257		—			257
Other assets		4		—			4
Total assets		834		(129	)		705

Liabilities assumed:
Deferred tax liability		336		(45	)		291
Other liabilities		46		—			46
Total liabilities		382		(45	)		337

Net assets acquired		452		(84	)		368

Goodwill resulting from acquisition of RJM	$	548	$	84		$	632

During the three months ended December 31, 2015, a measurement-period adjustment was made which eliminated the value initially placed on the trade name (and its associated deferred tax liability), as the entity was immediately merged into PCPB.

As of December 31, 2015, the estimates of fair values of the assets acquired and liabilities assumed in the acquisition of RJM were finalized.

Continental Bank Holdings, Inc.

On January 1, 2015, the previously announced merger of Continental Bank Holdings, Inc. (“CBH”) with and into the Corporation, and the merger of Continental Bank with and into the Bank (collectively, the “Merger”) as contemplated by the Agreement and Plan of Merger, by and between CBH and the Corporation, dated as of May 5, 2014 (as amended by the Amendment to Agreement and Plan of Merger, dated as of October 23, 2014, the “Agreement”), were completed. In accordance with the Agreement, the aggregate share consideration paid to CBH shareholders consisted of 3,878,383 shares (which included fractional shares paid in cash) of the Corporation’s common stock. Shareholders of CBH received 0.45 shares of Corporation common stock for each share of CBH common stock they owned as of the effective date of the Merger. Holders of options to purchase shares of CBH common stock received options to purchase shares of Corporation common stock, converted at the same ratio of 0.45. In addition, $1.3 million was paid to certain warrant holders to cash-out certain warrants. In accordance with the acquisition method of accounting, assets acquired and liabilities assumed were preliminarily adjusted to their fair values as of the date of the Merger. The excess of consideration paid above the fair value of net assets acquired was recorded as goodwill. This goodwill is not amortizable nor is it deductible for income tax purposes.

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In connection with the Merger, the following table details the consideration paid, the initial estimated fair value of identifiable assets acquired and liabilities assumed as of the date of acquisition and the subsequent adjustments, during the measurement period, to the fair value of the assets acquired, liabilities assumed and the resulting goodwill recorded:

(dollars in thousands)	Original Estimates		Adjustments to Estimates			Final Valuation
Consideration paid:
Common shares issued (3,878,304)	$	121,391	$	—		$	121,391
Cash in lieu of fractional shares		2		—			2
Cash-out of certain warrants		1,323		—			1,323
Fair value of options assumed		2,343		—			2,343
Value of consideration		125,059		—			125,059

Assets acquired:
Cash and due from banks		17,934		—			17,934
Investment securities available for sale		181,838		—			181,838
Loans*		426,601		(1,864	)		424,737
Premises and equipment		9,037		—			9,037
Deferred income taxes		6,288		1,396			7,684
Bank-owned life insurance		12,054		—			12,054
Core deposit intangible		4,191		—			4,191
Favorable lease asset		792		(68	)		724
Other assets		18,085		(111	)		17,974
Total assets		676,820		(647	)		676,173

Liabilities assumed:
Deposits		481,674		—			481,674
FHLB and other long-term borrowings		19,726		—			19,726
Short-term borrowings		108,609		—			108,609
Unfavorable lease liability		2,884		—			2,884
Other liabilities		4,706		1,867			6,573
Total liabilities		617,599		1,867			619,466

Net assets acquired		59,221		(2,514	)		56,707

Goodwill resulting from the Merger	$	65,838	$	2,514		$	68,352

*includes $507 thousand in loans held for sale

During the measurement period subsequent to the Merger, adjustments to the fair value of the assets acquired and liabilities assumed were related to circumstances that existed prior to the Merger date, but that were not known to the Corporation. The adjustments included reductions in the fair value of certain loans, unrecorded liabilities of CBH, and an immaterial adjustment to the calculation of a favorable lease asset, which reduced its value, along with the associated deferred tax items.

As of December 31, 2015, the estimates of fair values of the assets acquired and liabilities assumed in the Merger were finalized.

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Due Diligence, Merger-Related and Merger Integration Expenses

Due diligence, merger-related and merger integration expenses include consultant costs, investment banker fees, contract breakage fees, retention bonuses for severed employees, and salary and wages for redundant staffing involved in the integration of the institutions. The following table details the costs identified and classified as due diligence, merger-related and merger integration costs for the periods indicated:

(dollars in thousands)	Three Months Ended September 30,				Nine months Ended September 30,
	2016		2015		2016		2015
Advertising	$	—	$	36	$	—	$	83
Employee benefits		—		60		—		213
Furniture, fixtures and equipment		—		64		—		93
Professional fees		—		319		—		2,084
Salaries and wages		—		480		—		1,224
Other		—		56		—		1,113
Total due diligence and merger-related expenses	$	—	$	1,015	$	—	$	4,810

Note 4 - Investment Securities

The amortized cost and fair value of investment securities available for sale are as follows:

As of September 30, 2016

(dollars in thousands)	Amortized Cost		Gross Unrealized Gains		Gross Unrealized Losses			Fair Value
U.S. Treasury securities	$	101	$	—	$	—		$	101
Obligations of the U.S. government and agencies		75,652		987		(41	)		76,598
Obligations of state and political subdivisions		37,128		156		(20	)		37,264
Mortgage-backed securities		181,118		3,805		(5	)		184,918
Collateralized mortgage obligations		51,091		326		(72	)		51,345
Other investments		16,759		108		(183	)		16,684
Total	$	361,849	$	5,382	$	(321	)	$	366,910

As of December 31, 2015

(dollars in thousands)	Amortized Cost		Gross Unrealized Gains		Gross Unrealized Losses			Fair Value
U.S. Treasury securities	$	101	$	—	$	(1	)	$	100
Obligations of the U.S. government and agencies		101,342		470		(317	)		101,495
Obligations of state and political subdivisions		41,892		123		(49	)		41,966
Mortgage-backed securities		157,422		1,482		(215	)		158,689
Collateralized mortgage obligations		29,756		166		(123	)		29,799
Other investments		17,263		38		(384	)		16,917
Total	$	347,776	$	2,279	$	(1,089	)	$	348,966

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The following tables detail the amount of investment securities available for sale that were in an unrealized loss position as of the dates indicated:

As of September 30, 2016

	Less than 12 Months					12 Months or Longer					Total
(dollars in thousands)	Fair Value		Unrealized Losses			Fair Value		Unrealized Losses			Fair Value		Unrealized Losses
Obligations of the U.S. government and agencies	$	10,959	$	(41	)	$	—	$	—		$	10,959	$	(41	)
Obligations of state and political subdivisions		12,802		(20	)		—		—			12,802		(20	)
Mortgage-backed securities		5,444		(5	)		—		—			5,444		(5	)
Collateralized mortgage obligations		19,742		(72	)		—		—			19,742		(72	)
Other investments		1,245		(74	)		11,847		(109	)		13,092		(183	)
Total	$	50,192	$	(212	)	$	11,847	$	(109	)	$	62,039	$	(321	)

As of December 31, 2015

	Less than 12 Months					12 Months or Longer					Total
(dollars in thousands)	Fair Value		Unrealized Losses			Fair Value		Unrealized Losses			Fair Value		Unrealized Losses
U.S. Treasury securities	$	100	$	(1	)	$	—	$	—		$	100	$	(1	)
Obligations of the U.S. government and agencies		49,759		(317	)		—		—			49,759		(317	)
Obligations of state and political subdivisions		18,725		(46	)		2,016		(3	)		20,741		(49	)
Mortgage-backed securities		55,763		(215	)		—		—			55,763		(215	)
Collateralized mortgage obligations		6,407		(85	)		2,436		(38	)		8,843		(123	)
Other investments		3,945		(238	)		11,810		(146	)		15,755		(384	)
Total	$	134,699	$	(902	)	$	16,262	$	(187	)	$	150,961	$	(1,089	)

Management evaluates the Corporation’s investment securities available for sale that are in an unrealized loss position in order to determine if the decline in fair value is other than temporary. The available for sale investment portfolio includes debt securities issued by U.S. government agencies, U.S. government-sponsored agencies, state and local municipalities and other issuers. All fixed income investment securities in the Corporation’s available for sale investment portfolio are rated as investment grade. Factors considered in the evaluation include the current economic climate, the length of time and the extent to which the fair value has been below cost, interest rates and the bond rating of each security. The unrealized losses presented in the tables above are temporary in nature and are primarily related to market interest rates rather than the underlying credit quality of the issuers. The Corporation does not believe that these unrealized losses are other-than-temporary. The Corporation does not have the intent to sell these securities prior to their maturity or the recovery of their cost bases and believes that it is more likely than not that it will not have to sell these securities prior to their maturity or the recovery of their cost bases.

As of September 30, 2016 and December 31, 2015, securities having fair values of $130.8 million and $128.9 million, respectively, were specifically pledged as collateral for public funds, trust deposits, the Federal Reserve Bank of Philadelphia discount window program, Federal Home Loan Bank of Pittsburgh (“FHLB”) borrowings and other purposes. The FHLB has a blanket lien on non-pledged, mortgage-related loans and securities as part of the Corporation’s borrowing agreement with the FHLB.

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The amortized cost and fair value of investment securities available for sale as of September 30, 2016 and December 31, 2015, by contractual maturity, are shown below:

	September 30, 2016				December 31, 2015
(dollars in thousands)	Amortized Cost		Fair Value		Amortized Cost		Fair Value
Investment securities:
Due in one year or less	$	12,702	$	12,706	$	9,570	$	9,574
Due after one year through five years		43,579		43,910		61,368		61,467
Due after five years through ten years		39,539		39,659		53,193		53,070
Due after ten years		18,511		19,138		20,904		21,141
Subtotal		114,331		115,413		145,035		145,252
Mortgage-related securities¹		232,209		236,263		187,178		188,488
Mutual funds with no stated maturity		15,309		15,234,		15,563		15,226
Total	$	361.849	$	366,910	$	347,776	$	348,966

¹ Expected maturities of mortgage-related securities may differ from contractual maturities as borrowers may have the right to call or prepay obligations with or without call or prepayment penalties.

The amortized cost and fair value of investment securities held to maturity as of September 30, 2016 are as follows:

As of September 30, 2016

(dollars in thousands)

Amortized

Cost

Gross

Unrealized

Gains

Gross

Unrealized

Losses

Fair Value

Mortgage-backed securities

2,896

—

2,902

Total

2,896

—

2,902

The amortized cost and fair value of investment securities held to maturity as of September 30, 2016, by contractual maturity, are shown below:

	September 30, 2016
(dollars in thousands)	Amortized Cost		Fair Value
Mortgage-related securities¹		2,896		2,902
Total	$	2,896	$	2,902

¹	Expected maturities of mortgage-related securities may differ from contractual maturities as borrowers may have the right to call or prepay obligations with or without call or prepayment penalties.

As of December 31, 2015, there were no investments held to maturity.

As of September 30, 2016 and December 31, 2015, the Corporation’s investment securities held in trading accounts were comprised of three deferred compensation trust accounts which are invested in marketable securities whose diversification is at the discretion of the deferred compensation plan participants.

Note 5 - Loans and Leases

The loan and lease portfolio consists of loans and leases originated by the Corporation, as well as loans acquired in mergers and acquisitions. These mergers and acquisitions include the January 2015 acquisition of CBH, the November 2012 transaction with First Bank of Delaware (“FBD”) and the July 2010 acquisition of First Keystone Financial, Inc. (“FKF”). Many of the tables in this footnote are presented for all loans as well as supplemental tables for originated and acquired loans.

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A. The table below details all portfolio loans and leases as of the dates indicated:

	September 30, 2016			December 31, 2015
Loans held for sale	$	11,506		$	8,987
Real estate loans:
Commercial mortgage	$	1,089,621		$	964,259
Home equity lines and loans		206,578			209,473
Residential mortgage		418,408			406,404
Construction		133,269			90,421
Total real estate loans		1,847,876			1,670,557
Commercial and industrial		565,497			524,515
Consumer		23,717			22,129
Leases		56,267			51,787
Total portfolio loans and leases		2,493,357			2,268,988
Total loans and leases	$	2,504,863		$	2,277,975
Loans with fixed rates	$	1,135,918		$	1,103,622
Loans with adjustable or floating rates		1,368,945			1,174,353
Total loans and leases	$	2,504,863		$	2,277,975
Net deferred loan origination fees included in the above loan table	$	(795	)	$	(70	)

The table below details the Corporation’s originated portfolio loans and leases as of the dates indicated:

	September 30, 2016			December 31, 2015
Loans held for sale	$	11,506		$	8,987
Real estate loans:
Commercial mortgage	$	920,304		$	772,571
Home equity lines and loans		174,774			171,189
Residential mortgage		344,540			316,487
Construction		133,269			87,155
Total real estate loans		1,572,887			1,347,402
Commercial and industrial		523,798			462,746
Consumer		23,597			21,934
Leases		56,267			51,787
Total portfolio loans and leases		2,176,549			1,883,869
Total loans and leases	$	2,188,055		$	1,892,856
Loans with fixed rates	$	988,721		$	932,575
Loans with adjustable or floating rates		1,199,334			960,281
Total originated loans and leases	$	2,188,055		$	1,892,856
Net deferred loan origination fees included in the above loan table	$	(795	)	$	(70	)

The table below details the Corporation’s acquired portfolio loans as of the dates indicated:

	September 30, 2016		December 31, 2015
Real estate loans:
Commercial mortgage	$	169,317	$	191,688
Home equity lines and loans		31,804		38,284
Residential mortgage		73,868		89,917
Construction		—		3,266
Total real estate loans		274,989		323,155
Commercial and industrial		41,699		61,769
Consumer		120		195
Total portfolio loans and leases		316,808		385,119
Total loans and leases	$	316,808	$	385,119
Loans with fixed rates	$	147,197	$	171,047
Loans with adjustable or floating rates		169,611		214,072
Total acquired loans and leases	$	316,808	$	385,119

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B. Components of the net investment in leases are detailed as follows:

(dollars in thousands)	September 30, 2016			December 31, 2015
Minimum lease payments receivable	$	62,950		$	58,422
Unearned lease income		(8,875	)		(8,919	)
Initial direct costs and deferred fees		2,192			2,284
Total	$	56,267		$	51,787

C. Non-Performing Loans and Leases⁽¹⁾

The following table details all non-performing portfolio loans and leases as of the dates indicated:

(dollars in thousands)	September 30, 2016		December 31, 2015
Non-accrual loans and leases:
Commercial mortgage	$	139	$	829
Home equity lines and loans		2,827		2,027
Residential mortgage		2,845		3,212
Construction		—		34
Commercial and industrial		3,960		4,133
Consumer		2		—
Leases		110		9
Total	$	9,883	$	10,244

⁽¹⁾

Purchased credit-impaired loans, which have been recorded at their fair values at acquisition, and which are performing, are excluded from this table, with the exception of $389 thousand and $661 thousand of purchased credit-impaired loans as of September 30, 2016 and December 31, 2015, respectively, which became non-performing subsequent to acquisition.

The following table details non-performing originated portfolio loans and leases as of the dates indicated:

(dollars in thousands)	September 30, 2016		December 31, 2015
Non-accrual originated loans and leases:
Commercial mortgage	$	83	$	279
Home equity lines and loans		2,633		1,788
Residential mortgage		1,851		1,964
Construction		—		34
Commercial and industrial		2,440		3,044
Consumer		2		—
Leases		110		9
Total	$	7,119	$	7,118

The following table details non-performing acquired portfolio loans⁽¹⁾ as of the dates indicated:

(dollars in thousands)	September 30, 2016		December 31, 2015
Non-accrual acquired loans and leases:
Commercial mortgage	$	56	$	550
Home equity lines and loans		194		239
Residential mortgage		994		1,248
Commercial and industrial		1,520		1,089
Total	$	2,764	$	3,126

⁽¹⁾

Purchased credit-impaired loans, which have been recorded at their fair values at acquisition, and which are performing, are excluded from this table, with the exception of $389 thousand and $661 thousand of purchased credit-impaired loans as of September 30, 2016 and December 31, 2015, respectively, which became non-performing subsequent to acquisition.

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D. Purchased Credit-Impaired Loans

The outstanding principal balance and related carrying amount of credit-impaired loans, for which the Corporation applies ASC 310-30, Accounting for Purchased Loans with Deteriorated Credit Quality, to account for the interest earned, as of the dates indicated, are as follows:

(dollars in thousands)

September 30,

2016

December 31,

2015

Outstanding principal balance

18,727

24,879

Carrying amount⁽¹⁾

12,627

16,846

⁽¹⁾

Includes $420 thousand and $699 thousand of purchased credit-impaired loans as of September 30, 2016 and December 31, 2015, respectively, for which the Corporation could not estimate the timing or amount of expected cash flows to be collected at acquisition, and for which no accretable yield is recognized. Additionally, the table above includes $389 thousand and $661 thousand of purchased credit-impaired loans as of September 30, 2016 and December 31, 2015, respectively, which became non-performing subsequent to acquisition, which are disclosed in Note 5C, above, and which also have no accretable yield.

The following table presents changes in the accretable discount on purchased credit-impaired loans, for which the Corporation applies ASC 310-30, for the nine months ended September 30, 2016:

(dollars in thousands)	Accretable Discount
Balance, December 31, 2015	$	6,115
Accretion		(1,555	)
Reclassifications from nonaccretable difference		7
Additions/adjustments		68
Disposals		(1,274	)
Balance, September 30, 2016	$	3,361

E. Age Analysis of Past Due Loans and Leases

The following tables present an aging of all portfolio loans and leases as of the dates indicated:

	Accruing Loans and Leases
(dollars in thousands) As of September 30, 2016	30 – 59 Days Past Due		60 – 89 Days Past Due		Over 89 Days Past Due		Total Past Due		Current		Total Accruing Loans and Leases		Nonaccrual Loans and Leases		Total Loans and Leases
Commercial mortgage	$	87	$	—	$	—	$	87	$	1,089,395	$	1,089,482	$	139	$	1,089,621
Home equity lines and loans		—		—		—		—		203,751		203,751		2,827		206,578
Residential mortgage		1,523		271		—		1,794		413,769		415,563		2,845		418,408
Construction		—		—		—		—		133,269		133,269		—		133,269
Commercial and industrial		276		5		—		281		561,256		561,537		3,960		565,497
Consumer		26				—		26		23,689		23,715		2		23,717
Leases		271		31		—		302		55,855		56,157		110		56,267
	$	2,183	$	307	$	—	$	2,490	$	2,480,984	$	2,483,474	$	9,883	$	2,493,357

	Accruing Loans and Leases
(dollars in thousands) As of December 31, 2015	30 – 59 Days Past Due		60 – 89 Days Past Due		Over 89 Days Past Due		Total Past Due		Current		Total Accruing Loans and Leases		Nonaccrual Loans and Leases		Total Loans and Leases
Commercial mortgage	$	1,126	$	211	$	—	$	1,337	$	962,093	$	963,430	$	829	$	964,259
Home equity lines and loans		1,596		15		—		1,611		205,835		207,446		2,027		209,473
Residential mortgage		1,923		74		—		1,997		401,195		403,192		3,212		406,404
Construction		—		—		—		—		90,387		90,387		34		90,421
Commercial and industrial		99		39		—		138		520,244		520,382		4,133		524,515
Consumer		20		—		—		20		22,109		22,129		—		22,129
Leases		375		123		—		498		51,280		51,778		9		51,787
	$	5,139	$	462	$	—	$	5,601	$	2,253,143	$	2,258,744	$	10,244	$	2,268,988

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The following tables present an aging of originated portfolio loans and leases as of the dates indicated:

	Accruing Loans and Leases
(dollars in thousands) As of September 30, 2016	30 – 59 Days Past Due		60 – 89 Days Past Due		Over 89 Days Past Due		Total Past Due		Current		Total Accruing Loans and Leases		Nonaccrual Loans and Leases		Total Loans and Leases
Commercial mortgage	$	87	$	—	$	—	$	87	$	920,134	$	920,221	$	83	$	920,304
Home equity lines and loans		—		—		—		—		172,141		172,141		2,633		174,774
Residential mortgage		1,079		193		—		1,272		341,417		342,689		1,851		344,540
Construction		—		—		—		—		133,269		133,269		—		133,269
Commercial and industrial		240		5		—		245		521,113		521,358		2,440		523,798
Consumer		26		—		—		26		23,569		23,595		2		23,597
Leases		271		31		—		302		55,855		56,157		110		56,267
	$	1,703	$	229	$	—	$	1,932	$	2,167,498	$	2,169,430	$	7,119	$	2,176,549

	Accruing Loans and Leases
(dollars in thousands) As of December 31, 2015	30 – 59 Days Past Due		60 – 89 Days Past Due		Over 89 Days Past Due		Total Past Due		Current		Total Accruing Loans and Leases		Nonaccrual Loans and Leases		Total Loans and Leases
Commercial mortgage	$	1,016	$	155	$	—	$	1,171	$	771,121	$	772,292	$	279	$	772,571
Home equity lines and loans		1,445		—		—		1,445		167,956		169,401		1,788		171,189
Residential mortgage		1,475		9		—		1,484		313,039		314,523		1,964		316,487
Construction		—		—		—		—		87,121		87,121		34		87,155
Commercial and industrial		—		—		—		—		459,702		459,702		3,044		462,746
Consumer		20		—		—		20		21,914		21,934		—		21,934
Leases		375		123		—		498		51,280		51,778		9		51,787
	$	4,331	$	287	$	—	$	4,618	$	1,872,133	$	1,876,751	$	7,118	$	1,883,869

The following tables present an aging of acquired portfolio loans and leases as of the dates indicated:

	Accruing Loans and Leases
(dollars in thousands) As of September 30, 2016	30 – 59 Days Past Due		60 – 89 Days Past Due		Over 89 Days Past Due		Total Past Due		Current		Total Accruing Loans and Leases		Nonaccrual Loans and Leases		Total Loans and Leases
Commercial mortgage	$	—	$	—	$	—	$	—	$	169,261	$	169,261	$	56	$	169,317
Home equity lines and loans		—		—		—		—		31,610		31,610		194		31,804
Residential mortgage		444		78		—		522		72,352		72,874		994		73,868
Construction		—		—		—		—		—		—		—		—
Commercial and industrial		36		—		—		36		40,143		40,179		1,520		41,699
Consumer		—		—		—		—		120		120		—		120
	$	480	$	78	$	—	$	558	$	313,486	$	314,044	$	2,764	$	316,808

	Accruing Loans and Leases
(dollars in thousands) As of December 31, 2015	30 – 59 Days Past Due		60 – 89 Days Past Due		Over 89 Days Past Due		Total Past Due		Current		Total Accruing Loans and Leases		Nonaccrual Loans and Leases		Total Loans and Leases
Commercial mortgage	$	110	$	56	$	—	$	166	$	190,972	$	191,138	$	550	$	191,688
Home equity lines and loans		151		15		—		166		37,879		38,045		239		38,284
Residential mortgage		448		65		—		513		88,156		88,669		1,248		89,917
Construction		—		—		—		—		3,266		3,266		—		3,266
Commercial and industrial		99		39		—		138		60,542		60,680		1,089		61,769
Consumer		—		—		—		—		195		195		—		195
	$	808	$	175	$	—	$	983	$	381,010	$	381,993	$	3,126	$	385,119

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F. Allowance for Loan and Lease Losses (the “Allowance”)

The following table details the roll-forward of the Allowance for the three and nine months ended September 30, 2016:

(dollars in thousands)	Commercial Mortgage		Home Equity Lines and Loans			Residential Mortgage			Construction			Commercial and Industrial			Consumer			Leases			Unallocated		Total
Balance, June 30, 2016	$	6,021	$	1,185		$	1,949		$	2,144		$	5,045		$	127		$	565		$	—	$	17,036
Charge-offs		—		(402	)		(4	)		—			(112	)		(64	)		(240	)		—		(822	)
Recoveries		4		27			2			—			16			7			62			—		118
Provision for loan and lease losses		244		402			44			(28	)		500			74			176			—		1,412
Balance, September 30, 2016	$	6,269	$	1,212		$	1,991		$	2,116		$	5,449		$	144		$	563		$	—	$	17,744

(dollars in thousands)	Commercial Mortgage			Home Equity Lines and Loans			Residential Mortgage			Construction		Commercial and Industrial			Consumer			Leases			Unallocated			Total
Balance, December 31, 2015	$	5,199		$	1,307		$	1,740		$	1,324	$	5,609		$	142		$	518		$	18		$	15,857
Charge-offs		(110	)		(488	)		(275	)		—		(144	)		(131	)		(650	)		—			(1,798	)
Recoveries		10			31			46			63		67			23			178			—			418
Provision for loan and lease losses		1,170			362			480			729		(83	)		110			517			(18	)		3,267
Balance September 30, 2016	$	6,269		$	1,212		$	1,991		$	2,116	$	5,449		$	144		$	563		$	—		$	17,744

The following tables detail the roll-forward of the Allowance for the three and nine months ended September 30, 2015:

(dollars in thousands)	Commercial Mortgage		Home Equity Lines and Loans			Residential Mortgage			Construction			Commercial and Industrial			Consumer			Leases			Unallocated		Total
Balance, June 30, 2015	$	3,659	$	1,969		$	1,808		$	1,462		$	4,886		$	324		$	499		$	352	$	14,959
Charge-offs		—		—			(32	)		—			(44	)		(32	)		(200	)		—		(308	)
Recoveries		—		21			21			1			6			6			29			—		84
Provision for loan and lease losses		1,360		(244	)		438			(474	)		(205	)		(20	)		179			166		1,200
Balance, September 30, 2015	$	5,019	$	1,746		$	2,235		$	989		$	4,643		$	278		$	507		$	518	$	15,935

(dollars in thousands)	Commercial Mortgage			Home Equity Lines and Loans			Residential Mortgage			Construction			Commercial and Industrial			Consumer			Leases			Unallocated		Total
Balance, December 31, 2014	$	3,948		$	1,917		$	1,736		$	1,367		$	4,533		$	238		$	468		$	379	$	14,586
Charge-offs		(50	)		(204	)		(546	)		—			(315	)		(108	)		(325	)		—		(1,548	)
Recoveries		23			89			30			3			32			14			87			—		278
Provision for loan and lease losses		1,098			(56	)		1,015			(381	)		393			134			277			139		2,619
Balance September 30, 2015	$	5,019		$	1,746		$	2,235		$	989		$	4,643		$	278		$	507		$	518	$	15,935

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The following table details the allocation of the Allowance for all portfolio loans and leases by portfolio segment based on the methodology used to evaluate the loans and leases for impairment as of September 30, 2016 and December 31, 2015:

(dollars in thousands)	Commercial Mortgage		Home Equity Lines and Loans		Residential Mortgage		Construction		Commercial and Industrial		Consumer		Leases		Unallocated		Total
As of September 30, 2016
Allowance on loans and leases:
Individually evaluated for impairment	$	—	$	—	$	74	$	—	$	519	$	6	$	—	$	—	$	599
Collectively evaluated for impairment		6,269		1,212		1,917		2,116		4,930		138		563		—		17,145
Purchased credit-impaired⁽¹⁾		—		—		—		—		—		—		—		—		—
Total	$	6,269	$	1,212	$	1,991	$	2,116	$	5,449	$	144	$	563	$	—	$	17,744
As of December 31, 2015
Allowance on loans and leases:
Individually evaluated for impairment	$	—	$	115	$	54	$	—	$	519	$	5	$	—	$	—	$	693
Collectively evaluated for impairment		5,199		1,192		1,686		1,324		5,090		137		518		18		15,164
Purchased credit-impaired⁽¹⁾		—		—		—		—		—		—		—		—		—
Total	$	5,199	$	1,307	$	1,740	$	1,324	$	5,609	$	142	$	518	$	18	$	15,857

⁽¹⁾	Purchased credit-impaired loans are evaluated for impairment on an individual basis.

The following table details the carrying value for all portfolio loans and leases by portfolio segment based on the methodology used to evaluate the loans and leases for impairment as of September 30, 2016 and December 31, 2015:

(dollars in thousands)	Commercial Mortgage		Home Equity Lines and Loans		Residential Mortgage		Construction		Commercial and Industrial		Consumer		Leases		Total
As of September 30, 2016
Carrying value of loans and leases:
Individually evaluated for impairment	$	1,396	$	2,889	$	7,463	$	—	$	3,816	$	32	$	—	$	15,596
Collectively evaluated for impairment		1,077,637		203,579		410,939		133,269		559,759		23,685		56,267		2,465,135
Purchased credit-impaired⁽¹⁾		10,588		110		6		—		1,922		—		—		12,626
Total	$	1,089,621	$	206,578	$	418,408	$	133,269	$	565,497	$	23,717	$	56,267	$	2,493,357
As of December 31, 2015
Carrying value of loans and leases:
Individually evaluated for impairment	$	349	$	1,980	$	7,754	$	33	$	4,240	$	30	$	—	$	14,386
Collectively evaluated for impairment		952,448		207,378		398,635		89,625		515,784		22,099		51,787		2,237,756
Purchased credit-impaired⁽¹⁾		11,462		115		15		763		4,491		—		—		16,846
Total	$	964,259	$	209,473	$	406,404	$	90,421	$	524,515	$	22,129	$	51,787	$	2,268,988

⁽¹⁾	Purchased credit-impaired loans are evaluated for impairment on an individual basis.

The following table details the allocation of the Allowance for originated portfolio loans and leases by portfolio segment based on the methodology used to evaluate the loans and leases for impairment as of September 30, 2016 and December 31, 2015:

(dollars in thousands)	Commercial Mortgage		Home Equity Lines and Loans		Residential Mortgage		Construction		Commercial and Industrial		Consumer		Leases		Unallocated		Total
As of September 30, 2016
Allowance on loans and leases:
Individually evaluated for impairment	$	—	$	—	$	46	$	—	$	519	$	6	$	—	$	—	$	571
Collectively evaluated for impairment		6,269		1,212		1,917		2,116		4,930		138		563		—		17,145
Total	$	6,269	$	1,212	$	1,963	$	2,116	$	5,449	$	144	$	563	$	—	$	17,716
As of December 31, 2015
Allowance on loans and leases:
Individually evaluated for impairment	$	—	$	115	$	54	$	—	$	519	$	5	$	—	$	—	$	693
Collectively evaluated for impairment		5,199		1,192		1,686		1,324		5,090		137		518		18		15,164
Total	$	5,199	$	1,307	$	1,740	$	1,324	$	5,609	$	142	$	518	$	18	$	15,857

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The following table details the carrying value for originated portfolio loans and leases by portfolio segment based on the methodology used to evaluate the loans and leases for impairment as of September 30, 2016 and December 31, 2015:

(dollars in thousands)	Commercial Mortgage		Home Equity Lines and Loans		Residential Mortgage		Construction		Commercial and Industrial		Consumer		Leases		Total
As of September 30, 2016
Carrying value of loans and leases:
Individually evaluated for impairment	$	1,340	$	2,783	$	4,319	$	—	$	2,599	$	32	$	—	$	11,073
Collectively evaluated for impairment		918,965		171,990		340,221		133,269		521,199		23,565		56,267		2,165,476
Total	$	920,305	$	174,773	$	344,540	$	133,269	$	523,798	$	23,597	$	56,267	$	2,176,549
As of December 31, 2015
Carrying value of loans and leases:
Individually evaluated for impairment	$	279	$	1,832	$	4,394	$	33	$	3,229	$	30	$	—	$	9,797
Collectively evaluated for impairment		772,292		169,357		312,093		87,122		459,517		21,904		51,787		1,874,072
Total	$	772,571	$	171,189	$	316,487	$	87,155	$	462,746	$	21,934	$	51,787	$	1,883,869

The following table details the allocation of the Allowance for acquired portfolio loans and leases by portfolio segment based on the methodology used to evaluate the loans and leases for impairment as of September 30, 2016 and December 31, 2015:

(dollars in thousands)	Commercial Mortgage		Home Equity Lines and Loans		Residential Mortgage		Construction		Commercial and Industrial		Consumer		Leases		Unallocated		Total
As of September 30, 2016
Allowance on loans and leases:
Individually evaluated for impairment	$	—	$	—	$	28	$	—	$	—	$	—	$	—	$	—	$	28
Collectively evaluated for impairment		—		—		—		—		—		—		—		—		—
Purchased credit-impaired⁽¹⁾		—		—		—		—		—		—		—		—		—
Total	$	—	$	—	$	28	$	—	$	—	$	—	$	—	$	—	$	28
As of December 31, 2015
Allowance on loans and leases:
Individually evaluated for impairment	$	—	$	—	$	—	$	—	$	—	$	—	$	—	$	—	$	—
Collectively evaluated for impairment		—		—		—		—		—		—		—		—		—
Purchased credit-impaired⁽¹⁾		—		—		—		—		—		—		—		—		—
Total	$	—	$	—	$	—	$	—	$	—	$	—	$	—	$	—	$	—

⁽¹⁾	Purchased credit-impaired loans are evaluated for impairment on an individual basis.

The following table details the carrying value for acquired portfolio loans and leases by portfolio segment based on the methodology used to evaluate the loans and leases for impairment as of September 30, 2016 and December 31, 2015:

(dollars in thousands)	Commercial Mortgage		Home Equity Lines and Loans		Residential Mortgage		Construction		Commercial and Industrial		Consumer		Leases		Total
As of September 30, 2016
Carrying value of loans and leases:
Individually evaluated for impairment	$	56	$	106	$	3,144	$	—	$	1,217	$	—	$	—	$	4,523
Collectively evaluated for impairment		158,672		31,589		70,718		—		38,560		120		—		299,659
Purchased credit-impaired⁽¹⁾		10,588		110		6		—		1,922		—		—		12,626
Total	$	169,316	$	31,805	$	73,868	$	—	$	41,699	$	120	$	—	$	316,808
As of December 31, 2015
Carrying value of loans and leases:
Individually evaluated for impairment	$	70	$	148	$	3,360	$	—	$	1,011	$	—	$	—	$	4,589
Collectively evaluated for impairment		180,156		38,021		86,542		2,503		56,267		195		—		363,684
Purchased credit-impaired⁽¹⁾		11,462		115		15		763		4,491		—		—		16,846
Total	$	191,688	$	38,284	$	89,917	$	3,266	$	61,769	$	195	$	—	$	385,119

⁽¹⁾	Purchased credit-impaired loans are evaluated for impairment on an individual basis.

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As part of the process of determining the Allowance for the different segments of the loan and lease portfolio, Management considers certain credit quality indicators. For the commercial mortgage, construction and commercial and industrial loan segments, periodic reviews of the individual loans are performed by both in-house staff as well as external loan reviewers. The result of these reviews is reflected in the risk grade assigned to each loan. These internally assigned grades are as follows:

•	Pass – Loans considered satisfactory with no indications of deterioration.

•

Special mention - Loans classified as special mention have a potential weakness that deserves management’s close attention. If left uncorrected, these potential weaknesses may result in deterioration of the repayment prospects for the loan or of the institution’s credit position at some future date.

•

Substandard - Loans classified as substandard are inadequately protected by the current net worth and payment capacity of the obligor or of the collateral pledged, if any. Substandard loans have a well-defined weakness or weaknesses that jeopardize the liquidation of the debt. They are characterized by the distinct possibility that the institution will sustain some loss if the deficiencies are not corrected.

•

Doubtful - Loans classified as doubtful have all the weaknesses inherent in those classified as substandard, with the added characteristic that the weaknesses make collection or liquidation in full, on the basis of currently existing facts, conditions, and values, highly questionable and improbable.

In addition, for the remaining segments of the loan and lease portfolio, which include residential mortgage, home equity lines and loans, consumer, and leases, the credit quality indicator used to determine this component of the Allowance is based on performance status.

The following tables detail the carrying value of all portfolio loans and leases by portfolio segment based on the credit quality indicators used to determine the Allowance as of September 30, 2016 and December 31, 2015:

	Credit Risk Profile by Internally Assigned Grade

(dollars in thousands)	Commercial Mortgage				Construction				Commercial and Industrial				Total
	September 30, 2016		December 31, 2015		September 30, 2016		December 31, 2015		September 30, 2016		December 31, 2015		September 30, 2016		December 31, 2015
Pass	$	1,077,611	$	946,887	$	130,993	$	88,653	$	554,451	$	510,040	$	1,763,055	$	1,545,580
Special Mention		1,257		7,029		—		—		1,953		1,123		3,210		8,152
Substandard		10,753		10,343		2,276		1,768		7,400		13,352		20,429		25,463
Doubtful		—		—		—		—		1,693		—		1,693		—
Total	$	1,089,621	$	964,259	$	133,269	$	90,421	$	565,497	$	524,515	$	1,788,387	$	1,579,195

Credit Risk Profile by Payment Activity

(dollars in thousands)	Residential Mortgage				Home Equity Lines and Loans				Consumer				Leases				Total
	September 30, 2016		December 31, 2015		September 30, 2016		December 31, 2015		September 30, 2016		December 31, 2015		September 30, 2016		December 31, 2015		September 30, 2016		December 31, 2015
Performing	$	415,563	$	403,192	$	203,751	$	207,446	$	23,715	$	22,129	$	56,157	$	51,778	$	699,186	$	684,545
Non-performing		2,845		3,212		2,827		2,027		2		—		110		9		5,784		5,248
Total	$	418,408	$	406,404	$	206,578	$	209,473	$	23,717	$	22,129	$	56,267	$	51,787	$	704,970	$	689,793

The following tables detail the carrying value of originated portfolio loans and leases by portfolio segment based on the credit quality indicators used to determine the Allowance as of September 30, 2016 and December 31, 2015:

	Credit Risk Profile by Internally Assigned Grade

(dollars in thousands)	Commercial Mortgage				Construction				Commercial and Industrial				Total
	September 30, 2016		December 31, 2015		September 30, 2016		December 31, 2015		September 30, 2016		December 31, 2015		September 30, 2016		December 31, 2015
Pass	$	910,554	$	758,240	$	130,993	$	86,065	$	517,761	$	454,454	$	1,559,308	$	1,298,759
Special Mention		1,257		7,029		—		—		1,845		1,015		3,102		8,044
Substandard		8,493		7,302		2,276		1,090		4,067		7,277		14,836		15,669
Doubtful		—		—		—		—		125		—		125		—
Total	$	920,304	$	772,571	$	133,269	$	87,155	$	523,798	$	462,746	$	1,577,371	$	1,322,472

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Credit Risk Profile by Payment Activity

(dollars in thousands)	Residential Mortgage				Home Equity Lines and Loans				Consumer				Leases				Total
	September 30, 2016		December 31, 2015		September 30, 2016		December 31, 2015		September 30, 2016		December 31, 2015		September 30, 2016		December 31, 2015		September 30, 2016		December 31, 2015
Performing	$	342,689	$	314,523	$	172,141	$	169,401	$	23,595	$	21,934	$	56,157	$	51,778	$	594,582	$	557,636
Non-performing		1,851		1,964		2,633		1,788		2		—		110		9		4,596		3,761
Total	$	344,540	$	316,487	$	174,774	$	171,189	$	23,597	$	21,934	$	56,267	$	51,787	$	599,178	$	561,397

The following tables detail the carrying value of acquired portfolio loans and leases by portfolio segment based on the credit quality indicators used to determine the Allowance as of September 30, 2016 and December 31, 2015:

	Credit Risk Profile by Internally Assigned Grade

(dollars in thousands)	Commercial Mortgage				Construction				Commercial and Industrial				Total
	September 30, 2016		December 31, 2015		September 30, 2016		December 31, 2015		September 30, 2016		December 31, 2015		September 30, 2016		December 31, 2015
Pass	$	167,057	$	188,647	$	—	$	2,588	$	36,690	$	55,586	$	203,747	$	246,821
Special Mention		—		—		—		—		108		108		108		108
Substandard		2,260		3,041		—		678		3,333		6,075		5,593		9,794
Doubtful		—		—		—		—		1,568		—		1,568		—
Total	$	169,317	$	191,688	$	—	$	3,266	$	41,699	$	61,769	$	211,016	$	256,723

Credit Risk Profile by Payment Activity

(dollars in thousands)	Residential Mortgage				Home Equity Lines and Loans				Consumer				Total
	September 30, 2016		December 31, 2015		September 30, 2016		December 31, 2015		September 30, 2016		December 31, 2015		September 30, 2016		December 31, 2015
Performing	$	72,874	$	88,669	$	31,610	$	38,045	$	120	$	195	$	104,604	$	126,909
Non-performing		994		1,248		194		239		—		—		1,188		1,487
Total	$	73,868	$	89,917	$	31,804	$	38,284	$	120	$	195	$	105,792	$	128,396

G. Troubled Debt Restructurings (“TDRs”)

The restructuring of a loan is considered a “troubled debt restructuring” if both of the following conditions are met: (i) the borrower is experiencing financial difficulties, and (ii) the creditor has granted a concession. The most common concessions granted include one or more modifications to the terms of the debt, such as (a) a reduction in the interest rate for the remaining life of the debt, (b) an extension of the maturity date at an interest rate lower than the current market rate for new debt with similar risk, (c) a temporary period of interest-only payments, (d) a reduction in the contractual payment amount for either a short period or remaining term of the loan, and (e) for leases, a reduced lease payment. A less common concession granted is the forgiveness of a portion of the principal.

The determination of whether a borrower is experiencing financial difficulties takes into account not only the current financial condition of the borrower, but also the potential financial condition of the borrower, were a concession not granted. Similarly, the determination of whether a concession has been granted is very subjective in nature. For example, simply extending the term of a loan at its original interest rate or even at a higher interest rate could be interpreted as a concession unless the borrower could readily obtain similar credit terms from a different lender.

The following table presents the balance of TDRs as of the indicated dates:

(dollars in thousands)	September 30, 2016		December 31, 2015
TDRs included in nonperforming loans and leases	$	1,680	$	1,935
TDRs in compliance with modified terms		6,305		4,880
Total TDRs	$	7,985	$	6,815

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The following tables present information regarding loan and lease modifications categorized as TDRs for the three and nine months ended September 30, 2016:

	For the Three Months Ended September 30, 2016
(dollars in thousands)	Number of Contracts		Pre-Modification Outstanding Recorded Investment		Post-Modification Outstanding Recorded Investment
Commercial mortgage		1	$	1,257	$	1,257
Home equity loans and lines		2		53		53
Leases		2		88		88
Total		5	$	1,398	$	1,398

	For the Nine Months Ended September 30, 2016
(dollars in thousands)	Number of Contracts		Pre-Modification Outstanding Recorded Investment		Post-Modification Outstanding Recorded Investment
Commercial mortgage		1	$	1,257	$	1,257
Home equity loans and lines		5		257		210
Residential mortgage		1		27		27
Leases		4		156		156
Total		11	$	1,697	$	1,650

The following tables present information regarding the types of loan and lease modifications made for the three and nine months ended September 30, 2016:

	Number of Contracts for the Three Months Ended September 30, 2016
	Interest Rate Change		Loan Term Extension		Interest Rate Change and Term Extension		Interest Rate Change and/or Interest-Only Period		Contractual Payment Reduction (Leases only)		Forgiveness of Interest		Forgiveness of Principal
Commercial mortgage		—		1		—		—		—		—		—
Home equity loans and lines		—		—		2		—		—		—		—
Leases		—		—		—		—		2		—		—
Total		—		1		2		—		2		—		—

	Number of Contracts for the Nine Months Ended September 30, 2016
	Interest Rate Change		Loan Term Extension		Interest Rate Change and Term Extension		Interest Rate Change and/or Interest-Only Period		Contractual Payment Reduction (Leases only)		Forgiveness of Interest		Forgiveness of Principal
Commercial mortgage		—		1		—		—		—		—		—
Home equity loans and lines		—		—		2		2		—		—		1
Residential mortgage		—		—		1		—		—		—		—
Leases		—		—		—		—		4		—		—
Total		—		1		3		2		4		—		1

During the three and nine months ended September 30, 2016, there were no defaults of loans or leases that had been previously modified to troubled debt restructurings.

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H. Impaired Loans

The following tables detail the recorded investment and principal balance of impaired loans by portfolio segment, their related Allowance and interest income recognized as of the dates or for the periods indicated:

(dollars in thousands)	Recorded Investment⁽²⁾		Principal Balance		Related Allowance		Average Principal Balance		Interest Income Recognized		Cash-Basis Interest Income Recognized
As of or for the three months ended September 30, 2016
Impaired loans with related Allowance:
Residential mortgage	$	624	$	624	$	74	$	638	$	7	$	—
Commercial and industrial		1,832		1,832		519		1,901		1		—
Consumer		30		30		6		31		—		—
Total	$	2,486	$	2,486	$	599	$	2,570	$	8	$	—

Impaired loans without related Allowance^{(1) (3)}:
Commercial mortgage	$	1,395	$	1,395	$	—	$	1,398	$	15	$	—
Home equity lines and loans		2,891		3,498		—		3,651		1		—
Residential mortgage		6,838		7,170		—		8,136		53		—
Commercial and industrial		1,984		2,544		—		3,799		1		—
Consumer		2		2		—		2		—		—
Total	$	13,110	$	14,609	$	—	$	16,986	$	70	$	—

Grand total	$	15,596	$	17,095	$	599	$	19,556	$	78	$	—

⁽¹⁾	The table above does not include the recorded investment of $203 thousand of impaired leases without a related Allowance.

⁽²⁾	Recorded investment equals principal balance less partial charge-offs and interest payments on non-performing loans that have been applied to principal.

⁽³⁾	This table excludes all purchased credit-impaired loans, which are discussed in Note 5D, above.

(dollars in thousands)	Recorded Investment⁽²⁾		Principal Balance		Related Allowance		Average Principal Balance		Interest Income Recognized		Cash-Basis Interest Income Recognized
As of or for the nine months ended September 30, 2016
Impaired loans with related Allowance:
Residential mortgage	$	624	$	624	$	74	$	640	$	21	$	—
Commercial and industrial		1,832		1,832		519		1,944		4		—
Consumer		30		30		6		32		1		—
Total	$	2,486	$	2,486	$	599	$	2,616	$	26	$	—

Impaired loans without related Allowance^{(1) (3)}:
Commercial mortgage	$	1,395	$	1,395	$	—	$	1,399	$	46	$	—
Home equity lines and loans		2,891		3,498		—		3,675		22		—
Residential mortgage		6,838		7,170		—		8,131		164		—
Commercial and industrial		1,984		2,544		—		4,246		30		—
Consumer		2		2		—		2		—		—
Total	$	13,110	$	14,609	$	—	$	17,453	$	262	$	—

Grand total	$	15,596	$	17,095	$	599	$	20,069	$	288	$	—

⁽¹⁾	The table above does not include the recorded investment of $203 thousand of impaired leases without a related Allowance.

⁽²⁾	Recorded investment equals principal balance less partial charge-offs and interest payments on non-performing loans that have been applied to principal.

⁽³⁾	This table excludes all purchased credit-impaired loans, which are discussed in Note 5D, above.

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(dollars in thousands)	Recorded Investment⁽²⁾		Principal Balance		Related Allowance		Average Principal Balance		Interest Income Recognized		Cash-Basis Interest Income Recognized
As of or for the three months ended September 30, 2015
Impaired loans with related Allowance:
Residential mortgage	$	707	$	721	$	76	$	723	$	8	$	—
Commercial and industrial		2,988		3,077		629		3,278		13		—
Consumer		33		32		7		33		—		—
Total	$	3,728	$	3,830	$	712	$	4,034	$	21	$	—

Impaired loans without related Allowance^{(1) (3)}:
Commercial mortgage	$	444	$	453	$	—	$	461	$	—	$	—
Home equity lines and loans		1,758		1,764		—		1,886		1		—
Residential mortgage		7,374		8,263		—		8,643		31		—
Construction		34		804		—		879		—		—
Commercial and industrial		2,025		2,084		—		2,182		1		—
Total	$	11,635	$	13,368	$	—	$	14,051	$	33	$	—

Grand total	$	15,363	$	17,198	$	712	$	18,085	$	54	$	—

⁽¹⁾	The table above does not include the recorded investment of $178 thousand of impaired leases without a related Allowance.

⁽²⁾	Recorded investment equals principal balance less partial charge-offs and interest payments on non-performing loans that have been applied to principal.

⁽³⁾	This table excludes all purchased credit-impaired loans, which are discussed in Note 5D, above.

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(dollars in thousands)	Recorded Investment⁽²⁾		Principal Balance		Related Allowance		Average Principal Balance		Interest Income Recognized		Cash-Basis Interest Income Recognized
As of or for the nine months ended September 30, 2015
Impaired loans with related Allowance:
Residential mortgage	$	707	$	721	$	76	$	726	$	25	$	—
Commercial and industrial		2,988		3,077		629		3,225		39		—
Consumer		33		32		7		33		1		—
Total	$	3,728	$	3,830	$	712	$	3,984	$	65	$	—

Impaired loans without related Allowance^{(1) (3)}:
Commercial mortgage	$	444	$	453	$	—	$	461	$	—	$	—
Home equity lines and loans		1,758		1,764		—		1,900		4		—
Residential mortgage		7,374		8,263		—		8,687		92		—
Construction		34		804		—		926		—		—
Commercial and industrial		2,025		2,084		—		1,727		4		—
Total	$	11,635	$	13,368	$	—	$	13,701	$	100	$	—

Grand total	$	15,363	$	17,198	$	712	$	17,685	$	165	$	—

⁽¹⁾	The table above does not include the recorded investment of $178 thousand of impaired leases without a related Allowance.

⁽²⁾	Recorded investment equals principal balance less partial charge-offs and interest payments on non-performing loans that have been applied to principal.

⁽³⁾	This table excludes all purchased credit-impaired loans, which are discussed in Note 5D, above.

(dollars in thousands)	Recorded Investment⁽²⁾		Principal Balance		Related Allowance
As of December 31, 2015
Impaired loans with related allowance:
Home equity lines and loans	$	115	$	115	$	115
Residential mortgage		515		527		54
Commercial and industrial		2,011		2,002		519
Consumer		30		30		5
Total	$	2,671	$	2,674	$	693

Impaired loans⁽¹⁾⁽³⁾ without related allowance:
Commercial mortgage	$	349	$	358	$	—
Home equity lines and loans		1,865		2,447		—
Residential mortgage		7,239		8,166		—
Construction		33		996		—
Commercial and industrial		2,229		3,089		—
Total	$	11,715	$	15,056	$	—

Grand total	$	14,386	$	17,730	$	693

⁽¹⁾	The table above does not include the recorded investment of $77 thousand of impaired leases without a related Allowance.

⁽²⁾	Recorded investment equals principal balance less partial charge-offs and interest payments on non-performing loans that have been applied to principal.

⁽³⁾	This table excludes all purchased credit-impaired loans, which are discussed in Note 5D, above.

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I. Loan Mark

Loans acquired in mergers and acquisitions are recorded at fair value as of the date of the transaction. This adjustment to the acquired principal amount is referred to as the “Loan Mark”. With the exception of purchased credit impaired loans, whose Loan Mark is accounted for under ASC 310-30, the Loan Mark is amortized or accreted as an adjustment to yield over the lives of the loans. The following tables detail, for acquired loans, the outstanding principal, remaining loan mark, and recorded investment, by portfolio segment, as of the dates indicated:

(dollars in thousands)	As of September 30, 2016
	Outstanding Principal		Remaining Loan Mark			Recorded Investment
Commercial mortgage	$	174,072	$	(4,755	)	$	169,317
Home equity lines and loans		33,570		(1,766	)		31,804
Residential mortgage		76,599		(2,731	)		73,868
Commercial and industrial		45,815		(4,116	)		41,699
Consumer		142		(22	)		120
Total	$	330,198	$	(13,390	)	$	316,808

(dollars in thousands)	As of December 31, 2015
	Outstanding Principal		Remaining Loan Mark			Recorded Investment
Commercial mortgage	$	197,532	$	(5,844	)	$	191,688
Home equity lines and loans		40,258		(1,974	)		38,284
Residential mortgage		93,230		(3,313	)		89,917
Construction		3,807		(541	)		3,266
Commercial and industrial		67,181		(5,412	)		61,769
Consumer		220		(25	)		195
Total	$	402,228	$	(17,109	)	$	385,119

Note 6 - Deposits

The following table details the components of deposits:

(dollars in thousands)	September 30, 2016		December 31, 2015

Interest-bearing checking accounts	$	333,055	$	338,861
Money market accounts		725,116		749,726
Savings accounts		228,391		187,299
Wholesale non-maturity deposits		64,664		67,717
Wholesale time deposits		99,052		53,185
Time deposits		309,584		229,253
Total interest-bearing deposits		1,759,862		1,626,041
Non-interest-bearing deposits		718,015		626,684
Total deposits	$	2,477,877	$	2,252,725

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Note 7 - Borrowings

A. Short-term borrowings

The Corporation’s short-term borrowings (original maturity of one year or less), which consist of a revolving line of credit with a correspondent bank, funds obtained from overnight repurchase agreements with commercial customers, FHLB advances with original maturities of one year or less and overnight fed funds, are detailed below.

A summary of short-term borrowings is as follows:

(dollars in thousands)	September 30, 2016		December 31, 2015
Repurchase agreements* – commercial customers	$	25,065	$	29,156
Repurchase agreement** – correspondent bank		—		5,011
Short-term FHLB advances		25,000		30,000
Overnight federal funds		—		30,000
Total short-term borrowings	$	50,065	$	94,167

* overnight repurchase agreements with no expiration date

** overnight repurchase agreement, expired January 2016

The following table sets forth information concerning short-term borrowings:

(dollars in thousands)	Three Months Ended September 30,						Nine Months Ended September 30,
	2016			2015			2016			2015
Balance at period-end	$	50,065		$	24,264		$	50,065		$	24,264
Maximum amount outstanding at any month-end		50,065			28,220			54,715			38,546
Average balance outstanding during the period		40,966			39,352			35,836			28,166
Weighted-average interest rate:
As of period-end		0.32	%		0.10	%		0.32	%		0.10	%
Paid during the period		0.33	%		0.11	%		0.26	%		0.13	%

B. Long-term FHLB Advances and Other Borrowings

The Corporation’s long-term FHLB advances and other borrowings consist of advances from the FHLB with original maturities of greater than one year and an adjustable-rate commercial loan from a correspondent bank.

The following table presents the remaining periods until maturity of the long-term FHLB advances and other borrowings:

(dollars in thousands)	September 30, 2016		December 31, 2015
Within one year	$	70,000	$	75,000
Over one year through five years		134,772		179,863
Total	$	204,772	$	254,863

The following table presents rate and maturity information on long-term FHLB advances and other borrowings:

(dollars in thousands)	Maturity Range⁽¹⁾		Weighted			Coupon Rate⁽¹⁾						Balance
Description	From	To	Average Rate⁽¹⁾			From			To			September 30, 2016		December 31, 2015
Bullet maturity – fixed rate	10/31/2016	12/09/2020		1.42	%		0.80	%		2.13	%	$	168,612	$	198,612
Bullet maturity – variable rate	11/28/2017	11/28/2017		0.98	%		0.98	%		0.98	%		15,000		35,000
Convertible-fixed⁽²⁾	01/03/2018	08/20/2018		2.94	%		2.58	%		3.50	%		21,160		21,251
Total												$	204,772	$	254,863

⁽¹⁾Maturity range, weighted average rate and coupon rate range refers to September 30, 2016 balances
⁽²⁾FHLB advances whereby the FHLB has the option, at predetermined times, to convert the fixed interest rate to an adjustable interest rate indexed to the London Interbank Offered Rate (“LIBOR”). The Corporation has the option to prepay these advances, without penalty, if the FHLB elects to convert the interest rate to an adjustable rate. As of September 30, 2016, substantially all FHLB advances with this convertible feature are subject to conversion in fiscal 2016. These advances are included in the maturity ranges in which they mature, rather than the period in which they are subject to conversion.

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C. Other Borrowings Information

As of September 30, 2016 the Corporation had a maximum borrowing capacity with the FHLB of approximately $1.22 billion, of which the unused capacity was $971.2 million. In addition, there were unused capacities of $79.0 million in overnight federal funds line, $137.7 million of Federal Reserve Discount Window borrowings and $5.0 million in a revolving line of credit from a correspondent bank as of September 30, 2016. In connection with its FHLB borrowings, the Corporation is required to hold the capital stock of the FHLB. The amount of FHLB capital stock held was $13.2 million and $12.9 million as of September 30, 2016 and December 31, 2015, respectively. The carrying amount of the FHLB capital stock is its redemption value.

Note 8 – Stock-Based Compensation

A. General Information

Prior to April 25, 2007, all shares authorized for grant as stock-based compensation were limited to grants of stock options. On April 25, 2007, the shareholders of the Corporation approved the Corporation’s “2007 Long-Term Incentive Plan” (the “2007 LTIP”) under which a total of 428,996 shares of the Corporation’s common stock were made available for award grants. On April 28, 2010, the shareholders of the Corporation approved the Corporation’s “2010 Long Term Incentive Plan” (the “2010 LTIP”) under which a total of 445,002 shares of the Corporation’s common stock were made available for award grants. On April 30, 2015, the shareholders of the Corporation approved the Amended and Restated Bryn Mawr Bank Corporation 2010 Long-Term Incentive Plan (the “Amended 2010 LTIP”), under which the total number of shares of Corporation Common Stock made available for award grants was increased by 500,000 shares to 945,002 shares.

In addition to the shareholder-approved plans mentioned in the preceding paragraph, the Corporation periodically authorizes grants of stock-based compensation as inducement awards to new employees. This type of award does not require shareholder approval in accordance with Rule 5635(c)(4) of the Nasdaq listing rules.

Equity awards are authorized to be in the form of, among others, options to purchase the Corporation’s common stock, restricted stock awards or units (“RSAs” or “RSUs”) and performance stock awards or units (“PSAs” or “PSUs”).

RSAs and RSUs have a restriction based on the passage of time and may also have a restriction based on non-market-related performance criteria. The fair value of the RSAs and RSUs is based on the closing price on the day preceding the date of the grant.

The PSAs and PSUs also have a restriction based on the passage of time, but also have a restriction based on performance criteria related to the Corporation’s total shareholder return relative to the performance of the community bank index for the respective period. The amount of PSAs or PSUs earned will not exceed 100% of the PSAs or PSUs awarded. The fair value of the PSAs and PSUs is calculated using the Monte Carlo Simulation method.

B. Stock Options

Stock-based compensation cost is measured at the grant date, based on the fair value of the award and is recognized as an expense over the vesting period. The fair value of stock option grants is determined using the Black-Scholes pricing model. The assumptions necessary for the calculation of the fair value are expected life of options, annual volatility of stock price, risk-free interest rate and annual dividend yield.

The following table provides information about options outstanding for the three months ended September 30, 2016:

	Shares			Weighted Average Exercise Price		Weighted Average Grant Date Fair Value
Options outstanding, June 30, 2016		258,050		$	21.03	$	5.37
Forfeited		—		$	—	$	—
Expired		—		$	—	$	—
Exercised		(27,595	)	$	20.25	$	9.03
Options outstanding, September 30, 2016		230,455		$	21.13	$	4.93

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The following table provides information about options outstanding for the nine months ended September 30, 2016:

	Shares			Weighted Average Exercise Price		Weighted Average Grant Date Fair Value
Options outstanding, December 31, 2015		290,853		$	20.88	$	5.77
Forfeited		—		$	—	$	—
Expired		—		$	—	$	—
Exercised		(60,398	)	$	19.95	$	8.96
Options outstanding, September 30, 2016		230,455		$	21.13	$	4.93

As of September 30, 2016, there were no unvested stock options.

For the three months ended September 30, 2016, the Corporation did not recognize any expense related to stock options. As of September 30, 2016, there was no unrecognized expense related to stock options.

Proceeds, related tax benefits realized from options exercised and intrinsic value of options exercised during the three and nine months ended September 30, 2016 and 2015 are detailed below:

(dollars in thousands)	Three Months Ended September 30,				Nine Months Ended September 30,
	2016		2015		2016		2015
Proceeds from exercise of stock options	$	559	$	593	$	1,205	$	5,003
Related tax benefit recognized		98		71		188		653
Net proceeds of options exercised	$	657	$	664	$	1,393	$	5,656
Intrinsic value of options exercised	$	279	$	246	$	537	$	2,710

The following table provides information about options outstanding and exercisable at September 30, 2016:

(dollars in thousands, except exercise price)	Outstanding		Exercisable
Number of shares		230,455		230,455
Weighted average exercise price	$	21.13	$	21.13
Aggregate intrinsic value	$	2,503	$	2,503
Weighted average contractual term in years		2.1		2.1

C. Restricted Stock Awards and Performance Stock Awards

The Corporation has granted RSAs, RSUs, PSAs and PSUs under the 2007 LTIP, 2010 LTIP and Amended 2010 LTIP.

RSAs and RSUs

The compensation expense for the RSAs and RSUs is measured based on the market price of the stock on the day prior to the grant date and is recognized on a straight line basis over the vesting period.

For the three and nine months ended September 30, 2016, the Corporation recognized $152 thousand and $414 thousand, respectively, of expense related to the Corporation’s RSAs and RSUs. As of September 30, 2016, there was $1.4 million of unrecognized compensation cost related to RSAs and RSUs. This cost will be recognized over a weighted average period of 2.6 years.

The following table details the unvested RSAs and RSUs for the three and nine months ended September 30, 2016:

	Three Months Ended September 30, 2016					Nine Months Ended September 30, 2016
	Number of Shares			Weighted Average Grant Date Fair Value		Number of Shares			Weighted Average Grant Date Fair Value
Beginning balance		39,970		$	29.02		43,802		$	28.61
Granted		28,392		$	30.29		33,142		$	29.67
Vested		(7,500	)	$	29.15		(14,832	)	$	26.88
Forfeited		—		$	—		(1,250	)	$	29.12
Ending balance		60,862		$	29.60		60,862		$	29.60

For the three and nine months ended September 30, 2016, the Corporation recorded $4 thousand and $10 thousand excess tax benefits related to the vesting of RSAs and RSUs.

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PSAs and PSUs

The compensation expense for PSAs and PSUs is measured based on the grant date fair value as calculated using the Monte Carlo Simulation method.

For the three and nine months ended September 30, 2016, the Corporation recognized $292 thousand and $819 thousand, respectively, of expense related to the PSAs and PSUs. As of September 30, 2016, there was $2.3 million of unrecognized compensation cost related to PSAs. This cost will be recognized over a weighted average period of 2.2 years.

The following table details the unvested PSAs and PSUs for the three and nine months ended September 30, 2016:

	Three Months Ended September 30, 2016					Nine Months Ended September 30, 2016
	Number of Shares			Weighted Average Grant Date Fair Value		Number of Shares			Weighted Average Grant Date Fair Value
Beginning balance		214,976		$	15.07		216,820		$	15.07
Granted		45,346		$	28.34		45,346		$	28.34
Vested		(56,890	)	$	13.38		(56,890	)	$	13.38
Forfeited		(10,588	)	$	13.51		(12,432	)	$	13.75
Ending balance		192,844		$	18.77		192,844		$	18.77

Note 9 - Pension and Other Post-Retirement Benefit Plans

Prior to the December 2015 settlement of the qualified defined benefits plan (the “QDBP”), the Corporation had three defined benefit pension plans: the QDBP which covered all employees over age 20 1/2 who met certain service requirements, and two non-qualified defined-benefit pension plans (“SERP I” and “SERP II”) which are restricted to certain senior officers of the Corporation.

SERP I provides each participant with the equivalent pension benefit provided by the QDBP on any compensation and bonus deferrals that exceed the IRS limit applicable to the QDBP.

On February 12, 2008, the Corporation amended the QDBP and SERP I to freeze further increases in the defined-benefit amounts to all participants, effective March 31, 2008.

On April 1, 2008, the Corporation added SERP II, a non-qualified defined-benefit plan which was restricted to certain senior officers of the Corporation. Effective January 1, 2013, the Corporation curtailed SERP II, as further increases to the defined-benefit amounts to over 20% of the participants were frozen.

On May 29, 2015, by unanimous consent, the Board of Directors of the Corporation voted to terminate the QDBP. On June 2, 2015, notices were sent to participants informing them of the termination. Final distributions to participants were completed by December 31, 2015.

The Corporation also has a postretirement benefit plan (“PRBP”) that covers certain retired employees and a group of current employees. The PRBP was closed to new participants in 1994. In 2007, the Corporation amended the PRBP to allow for settlement of obligations to certain current and retired employees. Certain retired participant obligations were settled in 2007 and current employee obligations were settled in 2008.

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The following tables provide details of the components of the net periodic benefits cost (benefit) for the three and nine months ended September 30, 2016 and 2015:

	Three Months Ended September 30,
	SERP I and SERP II				QDBP					PRBP
(dollars in thousands)	2016		2015		2016		2015			2016		2015
Service cost	$	—	$	—	$	—	$	—		$	—	$	—
Interest cost		46		47		—		397			5		5
Expected return on plan assets		—		—		—		(805	)		—		—
Amortization of prior service costs		—		—		—		—			—		—
Amortization of net loss		14		16		—		479			10		9
Net periodic benefit cost	$	60	$	63	$	—	$	71		$	15	$	14

	Nine Months Ended September 30,
	SERP I and SERP II				QDBP					PRBP
(dollars in thousands)	2016		2015		2016		2015			2016		2015
Service cost	$	—	$	—	$	—	$	—		$	—	$	—
Interest cost		138		139		—		1,192			14		14
Expected return on plan assets		—		—		—		(2,413	)		—		—
Amortization of prior service costs		—		—		—		—			—		—
Amortization of net loss		43		48		—		1,436			30		28
Net periodic benefit cost	$	181	$	187	$	—	$	215		$	44	$	42

QDBP: The QDBP was settled as of December 31, 2015. As such, no contributions were made during the three or nine months ended September 30, 2016.

SERP I and SERP II: The Corporation contributed $70 thousand and $200 thousand during the three and nine months ended September 30, 2016, respectively, and is expected to contribute an additional $70 thousand to the SERP I and SERP II plans for the remaining three months of 2016.

PRBP: In 2005, the Corporation capped the maximum annual payment under the PRBP at 120% of the 2005 benefit. This maximum was reached in 2008 and the cap is not expected to be increased above this level.

Note 10 - Segment Information

FASB Codification 280 – “Segment Reporting” identifies operating segments as components of an enterprise which are evaluated regularly by the Corporation’s Chief Operating Decision Maker, our Chief Executive Officer, in deciding how to allocate resources and assess performance. The Corporation has applied the aggregation criterion set forth in this codification to the results of its operations.

The Corporation’s Banking segment consists of commercial and retail banking. The Banking segment is evaluated as a single strategic unit which generates revenues from a variety of products and services. The Banking segment generates interest income from its lending (including leasing) and investing activities and is dependent on the gathering of lower cost deposits from its branch network or borrowed funds from other sources for funding its loans, resulting in the generation of net interest income. The Banking segment also derives revenues from other sources including gains on the sale of available for sale investment securities, gains on the sale of residential mortgage loans, service charges on deposit accounts, cash sweep fees, overdraft fees, BOLI income and interchange revenue associated with its Visa Check Card offering.

The Wealth Management segment has responsibility for a number of activities within the Corporation, including trust administration, other related fiduciary services, custody, investment management and advisory services, employee benefits and IRA administration, estate settlement, tax services and brokerage. Bryn Mawr Trust of Delaware and Lau Associates are included in the Wealth Management segment of the Corporation since they have similar economic characteristics, products and services to those of the Wealth Management Division of the Corporation. Powers Craft Parker and Beard (“PCPB”), which was merged with the Corporation’s existing insurance subsidiary, Insurance Counsellors of Bryn Mawr (“ICBM”), and RJM, which was acquired on April 1, 2015, now operate under the Powers Craft Parker and Beard, Inc. name. The Wealth Management Division has assumed oversight responsibility for all insurance services of the Corporation. Prior to the PCPB and RJM acquisitions, ICBM was reported through the Banking segment. Any adjustments to prior year figures are immaterial and are not reflected in the tables below.

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The following tables detail segment information for the three and nine months ended September 30, 2016 and 2015:

	Three Months Ended September 30, 2016									Three Months Ended September 30, 2015
(dollars in thousands)	Banking			Wealth Management			Consolidated			Banking			Wealth Management			Consolidated

Net interest income	$	26,716		$	1		$	26,717		$	24,832		$	1		$	24,833
Less: loan loss provision		1,412			—			1,412			1,200			—			1,200
Net interest income after loan loss provision		25,304			1			25,305			23,632			1			23,633
Other income:
Fees for wealth management services		—			9,100			9100			—			9,194			9,194
Service charges on deposit accounts		688			—			688			721			—			721
Loan servicing and other fees		497			—			497			397			—			397
Net (loss) gain on sale of loans		985			—			985			685			—			685
Net (loss) gain on sale of available for sale securities		(28	)		—			(28	)		60			—			60
Net (loss) gain on sale of other real estate owned		—			—			—			—			—			—
Dividends on FHLB and FRB stock		277			—			277			138			—			138
Insurance commissions		—			886			886			—			1,065			1,065
Other operating income		1,447			40			1,487			1,055			35			1,090
Total other income		3,866			10,026			13,892			3,056			10,294			13,350

Other expenses:
Salaries & wages		7,995			3,626			11,621			7,355			3,586			10,941
Employee benefits		1,611			809			2,420			1,868			722			2,590
Occupancy & equipment		1,943			406			2,349			2,145			412			2,557
Amortization of intangible assets		217			671			888			279			674			953
Professional fees		923			14			937			839			4			843
Other operating expenses		6,412			850			7,262			6,558			961			7,519
Total other expenses		19,101			6,376			25,477			19,044			6,359			25,403
Segment profit		10,069			3,652			13,720			7,644			3,936			11,580
Intersegment (revenues) expenses*		(99	)		99			—			(105	)		105			—
Pre-tax segment profit after eliminations	$	9,970		$	3,751		$	13,720		$	7,539		$	4,041		$	11,580
% of segment pre-tax profit after eliminations		72.7	%		27.3	%		100.0	%		65.1	%		34.9	%		100.0	%
Segment assets (dollars in millions)	$	3,128		$	47		$	3,175		$	2,913		$	40		$	2,953

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	Nine Months Ended September 30, 2016									Nine Months Ended September 30, 2015
(dollars in thousands)	Banking			Wealth Management			Consolidated			Banking			Wealth Management			Consolidated

Net interest income	$	79,244		$	2		$	79,246		$	74,696		$	2		$	74,698
Less: loan loss provision		3,267			—			3,267			2,619			—			2,619
Net interest income after loan loss provision		75,977			2			75,979			72,077			2			72,079
Other income:
Fees for wealth management services		—			27,363			27,363			—			27,899			27,899
Service charges on deposit accounts		2,103			—			2,103			2,185			—			2,185
Loan servicing and other fees		1,528			—			1,528			1,585			—			1,585
Net (loss) gain on sale of loans		2,641			—			2,641			2,271			—			2,271
Net (loss) gain on sale of available for sale securities		(86	)		—			(86	)		873			—			873
Net (loss) gain on sale of other real estate owned		(76	)		—			(76	)		90			—			90
Dividends on FHLB and FRB stock		754			—			754			1,052			—			1,052
Insurance commissions		—			3,007			3,007			—			2,903			2,903
Other operating income		3,582			104			3,686			3,321			113			3,434
Total other income		10,446			30,474			40,920			11,377			30,915			42,292

Other expenses:
Salaries & wages		24,174			11,382			35,556			22,330			10,545			32,875
Employee benefits		4,846			2,495			7,341			5,742			2,195			7,937
Occupancy & equipment		5,997			1,207			7,204			6,585			1,246			7,831
Amortization of intangible assets		655			2,013			2,668			900			1,990			2,890
Professional fees		2,619			77			2,696			2,260			83			2,343
Other operating expenses		18,505			2,817			21,322			22,068			2,870			24,938
Total other expenses		56,796			19,991			76,787			59,885			18,929			78,814
Segment profit		29,627			10,485			40,112			23,569			11,988			35,557
Intersegment (revenues) expenses*		(297	)		297			—			(317	)		317			—
Pre-tax segment profit after eliminations	$	29,330		$	10,782		$	40,112		$	23,252		$	12,305		$	35,557
% of segment pre-tax profit after eliminations		73.1	%		26.9	%		100.0	%		65.4	%		34.6	%		100.0	%
Segment assets (dollars in millions)	$	3,128		$	47		$	3,175		$	2,913		$	40		$	2,953

* Inter-segment revenues consist of rental payments, interest on deposits and management fees.

Other segment information is as follows:

Wealth Management Segment Information

	*(dollars in millions)*
	September 30, 2016		December 31, 2015
Assets under management, administration, supervision and brokerage:	$	9,969.7	$	8,364.8

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Note 11 - Mortgage Servicing Rights

The following table summarizes the Corporation’s activity related to mortgage servicing rights (“MSRs”) for the three and nine months ended September 30, 2016 and 2015:

	Three Months Ended September 30,
(dollars in thousands)	2016			2015
Balance, beginning of period	$	4,646		$	4,970
Additions		386			277
Amortization		(210	)		(180	)
Recovery		—			8
Impairment		(29	)		(44	)
Balance, end of period	$	4,793		$	5,031
Fair value	$	4,877		$	5,339

	Nine Months Ended September 30,
(dollars in thousands)	2016			2015
Balance, beginning of period	$	5,142		$	4,765
Additions		888			796
Amortization		(526	)		(443	)
Recovery		—			30
Impairment		(711	)		(117	)
Balance, end of period	$	4,793		$	5,031
Fair value	$	4,877		$	5,339
Residential mortgage loans serviced for others, end of period	$	618,134		$	601,999

As of September 30, 2016 and December 31, 2015, key economic assumptions and the sensitivity of the current fair value of MSRs to immediate 10 and 20 percent adverse changes in those assumptions are as follows:

(dollars in thousands)	September 30, 2016			December 31, 2015
Fair value amount of MSRs	$	4,877		$	5,726
Weighted average life (in years)		5.0			6.4
Prepayment speeds (constant prepayment rate)*		14.6	%		10.2	%
Impact on fair value:
10% adverse change	$	(233	)	$	(198	)
20% adverse change	$	(488	)	$	(384	)
Discount rate		9.55	%		10.5	%
Impact on fair value:
10% adverse change	$	(154	)	$	(224	)
20% adverse change	$	(299	)	$	(431	)

*	Represents the weighted average prepayment rate for the life of the MSR asset.

These assumptions and sensitivities are hypothetical and should be used with caution. Changes in fair value based on a 10% variation in assumptions generally cannot be extrapolated because the relationship of the change in assumptions to the change in fair value may not be linear. Also, the effect of a variation in a particular assumption on the fair value of the MSRs is calculated without changing any other assumption. In reality, changes in one factor may result in changes in another, which could magnify or counteract the sensitivities.

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Note 12 - Goodwill and Other Intangibles

The Corporation’s goodwill and intangible assets related to the acquisitions of Lau Associates, LLC (“Lau”) in July 2008, FKF in July 2010, the Private Wealth Management Group of the Hershey Trust Company (“PWMG”) in May 2011, Davidson Trust Company (“DTC”) in May 2012, the loan and deposit accounts and a branch location of FBD in November 2012, PCPB in October 2014, CBH in January 2015 and RJM in April 2015 are detailed below:

(dollars in thousands)	Balance December 31, 2015		Additions/ Adjustments		Amortization			Balance September 30, 2016		Amortization Period (in years)
Goodwill – Wealth	$	20,412	$	—	$	—		$	20,412		Indefinite
Goodwill – Banking		80,783		—		—			80,783		Indefinite
Goodwill – Insurance		3,570		—		—			3,570		Indefinite
Total	$	104,765	$	—	$	—		$	104,765

Core deposit intangible	$	4,272	$	—	$	(620	)	$	3,652			10
Customer relationships		14,384		—		(959	)		13,425		10	to	20
Non-compete agreements		2,932		—		(1,054	)		1,878		5	to	10
Trade name		2,165		—		—			2,165		Indefinite
Favorable lease		150		—		(35	)		115			5.75
Total	$	23,903	$	—	$	(2,668	)	$	21,235
Grand total	$	128,668	$	—	$	(2,668	)	$	126,000

The Corporation performed its annual review of goodwill and identifiable intangible assets as of December 31, 2015 in accordance with ASC 350, “Intangibles Goodwill and Other.” For the three and nine months ended September 30, 2016, the Corporation determined there were no events that would necessitate impairment testing of goodwill and other intangible assets.

Note 13 – Accumulated Other Comprehensive Income (Loss)

The following tables detail the components of accumulated other comprehensive income (loss) for the three and nine month periods ended September 30, 2016 and 2015:

(dollars in thousands)	Net Change in Unrealized Gains on Available-for- Sale Investment Securities			Net Change in Fair Value of Derivative Used for Cash Flow Hedge			Net Change in Unfunded Pension Liability			Accumulated Other Comprehensive Loss
Balance, June 30, 2016	$	3,665		$	—		$	(1,177	)	$	2,488
Net change		(376	)		—			16			(360	)
Balance, September 30, 2016	$	3,289		$	—		$	(1,161	)	$	2,128

Balance, June 30, 2015	$	1,342		$	(76	)	$	(12,900	)	$	(11,634	)
Net change		896			(349	)		47			594
Balance, September 30, 2015	$	2,238		$	(425	)	$	(12,853	)	$	(11,040	)

(dollars in thousands)	Net Change in Unrealized Gains on Available-for- Sale Investment Securities		Net Change in Fair Value of Derivative Used for Cash Flow Hedge			Net Change in Unfunded Pension Liability			Accumulated Other Comprehensive Loss
Balance, December 31, 2015	$	774	$	—		$	(1,186	)	$	(412	)
Net change		2,515		—			25			2,540
Balance, September 30, 2016	$	3,289	$	—		$	(1,161	)	$	2,128

Balance, December 31, 2014	$	1,316	$	(25	)	$	(12,995	)	$	(11,704	)
Net change		922		(400	)		142			664
Balance, September 30, 2015	$	2,238	$	(425	)	$	(12,853	)	$	(11,040	)

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The following table details the amounts reclassified from each component of accumulated other comprehensive loss to each component’s applicable income statement line, for the three and nine month periods ended September 30, 2016 and 2015:

Description of Accumulated Other	Amount Reclassified from Accumulated Other Comprehensive Loss
Comprehensive Loss Component	For The Three Months Ended September 30,					Affected Income Statement Category
	2016		2015
*Net unrealized gain on investment securities available for sale:*
Realization of (gain) loss on sale of investment securities available for sale	$	28	$	(60	)	Net gain on sale of available for sale investment securities
Less: income tax benefit (expense)		10		21		Less: income tax expense
Net of income tax	$	18	$	(39	)	Net of income tax

*Unfunded pension liability:*
Amortization of net loss included in net periodic pension costs*	$	24	$	504		Employee benefits
Amortization of prior service cost included in net periodic pension costs*		—		—		Employee benefits
Total expense before income tax benefit		24		504		Total expense before income tax benefit
Less: income tax benefit		8		176		Less: income tax benefit
Net of income tax	$	16	$	328		Net of income tax

Description of Accumulated Other	Amount Reclassified from Accumulated Other Comprehensive Loss
Comprehensive Loss Component	For The Nine Months Ended September 30,					Affected Income Statement Category
	2016		2015
*Net unrealized gain on investment securities available for sale:*
Realization of (gain) loss on sale of investment securities available for sale	$	86	$	(873	)	Net (loss) gain on sale of available for sale investment securities
Less: income tax expense		30		306		Less: income tax expense
Net of income tax	$	56	$	(567	)	Net of income tax

*Unfunded pension liability:*
Amortization of net loss included in net periodic pension costs*	$	73	$	1,512		Employee benefits
Amortization of prior service cost included in net periodic pension costs*		—		—		Employee benefits
Total expense before income tax benefit		73		1,512		Total expense before income tax benefit
Less: income tax benefit		26		529		Less: income tax benefit
Net of income tax	$	47	$	983		Net of income tax

*Accumulated other comprehensive loss components are included in the computation of net periodic pension cost. See Note 9 - Pension and Other Post-Retirement Benefit Plans

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Note 14 - Shareholders’ Equity

Dividend

On October 20, 2016, the Corporation’s Board of Directors declared a regular quarterly dividend of $0.21 per share payable December 1, 2016 to shareholders of record as of November 2, 2016. During the third quarter of 2016, the Corporation paid or accrued, as applicable, a regular quarterly dividend of $0.21 per share. This dividend totaled $3.6 million, based on outstanding shares and restricted stock units as of August 4, 2016 of 17,083,626 shares.

S-3 Shelf Registration Statement and Offerings Thereunder

In March 2015, the Corporation filed a shelf registration statement on Form S-3 (the “Shelf Registration Statement”) to replace its 2012 Shelf Registration Statement, which was set to expire in April 2015. The Shelf Registration Statement allows the Corporation to raise additional capital through offers and sales of registered securities consisting of common stock, debt securities, warrants to purchase common stock, stock purchase contracts and units or units consisting of any combination of the foregoing securities. Using the prospectus in the Shelf Registration Statement, together with applicable prospectus supplements, the Corporation may sell, from time to time, in one or more offerings, such securities in a dollar amount up to $200 million, in the aggregate.

In addition, the Corporation has in place under its Shelf Registration Statement a Dividend Reinvestment and Stock Purchase Plan (the “Plan”), which allows it to issue up to 1,500,000 shares of registered common stock. The Plan allows for the grant of a request for waiver (“RFW”) above the Plan’s maximum investment of $120 thousand per account per year. An RFW is granted based on a variety of factors, including the Corporation’s current and projected capital needs, prevailing market prices of the Corporation’s common stock and general economic and market conditions.

Options

In addition to shares that may be issued through the Plan, the Corporation also issues shares through the exercise of stock options. During the three and nine months ended September 30, 2016, 27,595 shares and 60,398 shares, respectively, were issued pursuant to the exercise of stock options, increasing shareholders’ equity by $559 thousand and $1.2 million, respectively.

Stock Repurchases

On August 6, 2015, the Corporation announced a stock repurchase program (the “2015 Program”) under which the Corporation may repurchase up to 1,200,000 shares of the Corporation’s common stock, at an aggregate purchase price not to exceed $40 million. During the three months ended March 31, 2016, the Corporation repurchased 286,700 shares under the 2015 Program at an average price of $27.80 per share. No shares were repurchased under the 2015 Program during the six months ended September 30, 2016. All share repurchases under the 2015 Program were accomplished in open market transactions. As of September 30, 2016, the maximum number of shares remaining authorized for repurchase under the 2015 Program was 189,300. In addition to the 2015 Program, it is the Corporation’s practice to retire shares to its treasury account upon the vesting of stock awards to certain officers in order to cover the statutory income tax withholdings related to such vestings.

Note 15 - Accounting for Uncertainty in Income Taxes

The Corporation recognizes the financial statement benefit of a tax position only after determining that the Corporation would be more likely than not to sustain the position following an examination. For tax positions meeting the more-likely-than-not threshold, the amount recognized in the financial statements is the largest benefit that has a greater than 50% likelihood of being realized upon settlement with the relevant tax authority.

The Corporation is subject to income taxes in the United States federal jurisdiction and multiple state jurisdictions. The Corporation is no longer subject to U.S. federal income tax examination by taxing authorities for years before 2013.

The Corporation’s policy is to record interest and penalties on uncertain tax positions as income tax expense. No interest or penalties were accrued for the three or nine months ended September 30, 2016 or 2015.

Note 16 - Fair Value Measurement

The following disclosures are made in conjunction with the application of fair value measurements.

FASB ASC 820 “Fair Value Measurement” establishes a fair value hierarchy based on the nature of data inputs for fair value determinations, under which the Corporation is required to value each asset using assumptions that market participants would utilize to value that asset. When the Corporation uses its own assumptions, it is required to disclose additional information about the assumptions used and the effect of the measurement on earnings or the net change in assets for the period.

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The Corporation’s investment securities available for sale, which generally include state and municipal securities, U.S. government agency securities and mortgage-related securities, are reported at fair value. These securities are valued by an independent third party. The third party’s evaluations are based on market data. They utilize evaluated pricing models that vary by asset and incorporate available trade, bid and other market information. For securities that do not trade on a daily basis, their pricing applications apply available information such as benchmarking and matrix pricing. The market inputs normally sought in the evaluation of securities include benchmark yields, reported trades, broker/dealer quotes (only obtained from market makers or broker/dealers recognized as market participants), issuer spreads, two-sided markets, benchmark securities, bids, offers and reference data. For certain securities, additional inputs may be used or some market inputs may not be applicable. Inputs are prioritized differently on any given day based on market conditions.

U.S. Government agency securities are evaluated and priced using multi-dimensional relational models and option-adjusted spreads. State and municipal securities are evaluated on a series of matrices including reported trades and material event notices. Mortgage-related securities are evaluated using matrix correlation to treasury or floating index benchmarks, prepayment speeds, monthly payment information and other benchmarks. Other available for sale investments are evaluated using a broker-quote based application, including quotes from issuers. The Corporation has a sufficient understanding of the third party service’s valuation models, assumptions and inputs used in determining the fair value of available for sale investments to enable management to maintain an appropriate system of internal control.

The value of the investment portfolio is determined using three broad levels of inputs:

Level 1 – Quoted prices in active markets for identical securities.

Level 2 – Quoted prices for similar instruments in active markets; quoted prices for identical or similar instruments in markets that are not active and model-derived valuations whose inputs are observable or whose significant value drivers are observable.

Level 3 – Instruments whose significant value drivers are unobservable.

These levels are not necessarily an indication of the risks or liquidity associated with these investments. The following tables summarize the assets at September 30, 2016 and December 31, 2015 that are recognized on the Corporation’s balance sheet using fair value measurement determined based on the differing levels of input.

The following table sets forth the fair value of assets measured on a recurring and non-recurring basis as of September 30, 2016:

(dollars in millions)	Total		Level 1		Level 2		Level 3
Assets Measured at Fair Value on a Recurring Basis:
Investment securities (available for sale and trading):
U.S. Treasury securities	$	0.1	$	0.1	$	—	$	—
Obligations of the U.S. government agency securities		76.6		—		76.6		—
Obligations of state & political subdivisions		37.3		—		37.3		—
Mortgage-backed securities		184.9		—		184.9		—
Collateralized mortgage obligations		51.3		—		51.3		—
Mutual funds		18.9		18.9		—		—
Other debt securities		1.5		—		1.5		—
Total assets measured on a recurring basis at fair value	$	370.6	$	19.0	$	351.6	$	—

Assets Measured at Fair Value on a Non-Recurring Basis
Mortgage servicing rights	$	4.9	$	—	$	—	$	4.9
Impaired loans and leases		15.2		—		—		15.2
Other real estate owned (“OREO”)		0.9		—		—		0.9
Total assets measured on a non-recurring basis at fair value	$	21.0	$	—	$	—	$	21.0

The following table sets forth the fair value of assets measured on a recurring and non-recurring basis as of December 31, 2015:

(dollars in millions)	Total		Level 1		Level 2		Level 3
Assets Measured at Fair Value on a Recurring Basis:
Investment securities (available for sale and trading):
U.S. Treasury securities	$	0.1	$	0.1	$	—	$	—
Obligations of the U.S. government agency securities		101.5		—		101.5		—
Obligations of state & political subdivisions		42.0		—		42.0		—
Mortgage-backed securities		158.7		—		158.7		—
Collateralized mortgage obligations		29.8		—		29.8		—
Mutual funds	19.2		19.2			—		—
Other debt securities		1.6		—		1.6		—
Total assets measured on a recurring basis at fair value	$	352.9	$	19.3	$	333.6	$	—

Assets Measured at Fair Value on a Non-Recurring Basis
Mortgage servicing rights	$	5.7	$	—	$	—	$	5.7
Impaired loans and leases		13.8		—		—		13.8
OREO		2.6		—		—		2.6
Total assets measured on a non-recurring basis at fair value	$	22.1	$	—	$	—	$	22.1

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During the three months ended September 30, 2016, a decrease of $1 thousand was recorded in the Allowance as a result of adjusting the carrying value and estimated fair value of the impaired loans in the above tables. As it relates to the fair values of assets measured on a recurring basis, there have been no transfers between levels during the three months ended September 30, 2016.

Impaired Loans

The Corporation evaluates and values impaired loans at the time the loan is identified as impaired, and the fair values of such loans are estimated using Level 3 inputs in the fair value hierarchy. Each loan’s collateral has a unique appraisal and management’s discount of the value is based on the factors unique to each impaired loan. The significant unobservable input in determining the fair value is management’s subjective discount on appraisals of the collateral securing the loan, which range from 10% - 50%. Collateral may consist of real estate and/or business assets including equipment, inventory and/or accounts receivable and the value of these assets is determined based on the appraisals by qualified licensed appraisers hired by the Corporation. Appraised and reported values may be discounted based on management’s historical knowledge, changes in market conditions from the time of valuation, estimated costs to sell, and/or management’s expertise and knowledge of the client and the client’s business.

The Corporation has an appraisal policy in which an appraisal is obtained for a commercial loan at the point at which the loan either becomes nonperforming or is downgraded to a substandard or worse classification. For consumer loans, the Corporation obtains updated appraisals when a loan becomes 90 days past due or when it receives other information that may indicate possible impairment. Based on the appraisals obtained by the Corporation, an appropriate Allowance is allocated to the particular loan.

Other Real Estate Owned

Other real estate owned consists of properties acquired as a result of foreclosures and deeds in-lieu-of foreclosure. Properties are classified as OREO and are reported at the lower of cost or fair value less cost to sell, and are classified as Level 3 in the fair value hierarchy.

Mortgage Servicing Rights

MSRs do not trade in an active, open market with readily observable prices. Accordingly, the Corporation obtains the fair value of the MSRs using a third-party pricing provider. The provider determines the fair value by discounting projected net servicing cash flows of the remaining servicing portfolio. The valuation model used by the provider considers market loan prepayment predictions and other economic factors which the Corporation considers to be significant unobservable inputs. The fair value of MSRs is mostly affected by changes in mortgage interest rates since rate changes cause the loan prepayment acceleration factors to increase or decrease. All assumptions are market driven. The Corporation has a sufficient understanding of the third party service’s valuation models, assumptions and inputs used in determining the fair value of MSRs to enable management to maintain an appropriate system of internal control. Mortgage servicing rights are classified within Level 3 of the fair value hierarchy as the valuation is model driven and primarily based on unobservable inputs.

Note 17 - Fair Value of Financial Instruments

FASB ASC 825, “Disclosures about Fair Value of Financial Instruments” requires disclosure of the fair value information about financial instruments, whether or not recognized in the balance sheet, for which it is practicable to estimate such value. In cases where quoted market prices are not available, fair values are based on estimates using present value or other fair value techniques. Those techniques are significantly affected by the assumptions used, including the discount rate and estimates of future cash flows. In that regard, the derived fair value estimates cannot be substantiated by comparison to independent markets and, in many cases, could not be realized in immediate settlement of the instrument. The aggregate fair value amounts presented below do not represent the underlying value of the Corporation.

The following methods and assumptions were used to estimate the fair value of each class of financial instruments for which it is practicable to estimate that value:

Cash and Cash Equivalents

The carrying amounts reported in the balance sheet for cash and cash equivalents approximate their fair values.

Investment Securities

Estimated fair values for investment securities are generally valued by an independent third party based on market data, utilizing pricing models that vary by asset and incorporate available trade, bid and other market information. Management reviews, annually, the process utilized by its independent third-party valuation experts. On a quarterly basis, Management tests the validity of the prices provided by the third party by selecting a representative sample of the portfolio and obtaining actual trade results, or if actual trade results are not available, competitive broker pricing. See Note 4 of the Notes to Consolidated Financial Statements for more information.

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Loans Held for Sale

The fair value of loans held for sale is based on pricing obtained from secondary markets.

Net Portfolio Loans and Leases

For variable-rate loans that re-price frequently and which have no significant change in credit risk, estimated fair values are based on carrying values. Fair values of certain mortgage loans and consumer loans are estimated using discounted cash flow analyses, using interest rates currently being offered for loans with similar terms to borrowers of similar credit quality and is indicative of an entry price. The estimated fair value of nonperforming loans is based on discounted estimated cash flows as determined by the internal loan review of the Corporation or the appraised fair value of the underlying collateral, as determined by independent third party appraisers. This technique does not reflect an exit price.

Impaired Loans

Mortgage Servicing Rights

The fair value of the MSRs for these periods was determined using a proprietary third-party valuation model that calculates the present value of estimated future servicing income. The model incorporates assumptions that market participants use in estimating future net servicing income, including estimates of prepayment speeds and discount rates. Due to the proprietary nature of the valuation model used, the Corporation classifies the value of MSRs as using Level 3 inputs.

Other Assets

The carrying amount of FHLB stock, accrued interest receivable, income taxes receivable and other investments are their fair values.

Deposits

The estimated fair values disclosed for noninterest-bearing demand deposits, savings, NOW accounts, and market rate accounts are, by definition, equal to the amounts payable on demand at the reporting date (i.e., their carrying amounts). Fair values for certificates of deposit are estimated using a discounted cash flow calculation that applies interest rates currently being offered on certificates to a schedule of expected monthly maturities on the certificate of deposit. FASB Codification 825 defines the fair value of demand deposits as the amount payable on demand as of the reporting date and prohibits adjusting estimated fair value from any value derived from retaining those deposits for an expected future period of time.

Short-term borrowings

The carrying amount of short-term borrowings, which include overnight repurchase agreements, fed funds and FHLB advances with original maturity of one year or less, approximates their fair value.

Long-term FHLB Advances and Other Borrowings

The fair value of long-term FHLB advances and other borrowings (with original maturities of greater than one year) is established using a discounted cash flow calculation that applies interest rates currently being offered on mid-term and long term borrowings.

Subordinated Notes

The fair value of the Notes is estimated by discounting the principal balance using the FHLB yield curve for the term to the call date as the Corporation has the option to call the Notes. The Notes are classified within Level 2 in the fair value hierarchy.

Other Liabilities

The carrying amounts of accrued interest payable and other accrued payables are their fair values.

Off-Balance Sheet Instruments

Estimated fair values of the Corporation’s commitments to extend credit, standby letters of credit and financial guarantees are not included in the table below as their carrying values generally approximate their fair values. These instruments generate fees that approximate those currently charged to originate similar commitments.

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As of the dates indicated, the carrying amount and estimated fair value of the Corporation’s financial instruments are as follows:

		As of September 30,				As of December 31
	Fair Value	2016				2015
(dollars in thousands)	Hierarchy Level*	Carrying Amount		Estimated Fair Value		Carrying Amount		Estimated Fair Value
Financial assets:
Cash and cash equivalents	Level 1	$	49,023	$	49,023	$	143,067	$	143,067
Investment securities, available for sale	See Note 16		366,910		366,910		348,966		348,966
Investment securities, held to maturity	Level 2		2,896		2,902		—		—
Investment securities, trading	Level 2		3,702		3,702		3,950		3,950
Loans held for sale	Level 2		11,506		11,506		8,987		8,987
Net portfolio loans and leases	Level 3		2,475,613		2,503,669		2,253,131		2,273,947
Mortgage servicing rights	Level 3		4,793		4,876		5,142		5,726
Other assets	Level 3		30,372		30,372		30,271		30,271
Total financial assets		$	2,944,815	$	2,972,960	$	2,793,514	$	2,814,914
Financial liabilities:
Deposits	Level 2	$	2,477,877	$	2,478,334	$	2,252,725	$	2,251,703
Short-term borrowings	Level 2		50,065		50,065		94,167		94,156
Long-term FHLB advances and other borrowings	Level 2		204,772		203,327		254,863		254,796
Subordinated notes	Level 2		29,518		31,231		29,479		27,453
Other liabilities	Level 2		33,389		33,389		34,052		34,052
Total financial liabilities		$	2,795,621	$	2,796,346	$	2,665,286	$	2,662,160

*See Note 16 for a description of fair value hierarchy levels.

Note 18 - New Accounting Pronouncements

FASB ASU 2016-09 (Topic 718), “Improvements to Employee Share-Based Payment Accounting”

In March 2016, the FASB issued ASU 2016-09, which changes several aspects of the accounting for share-based payment award transactions, including: (1) Accounting and Cash Flow Classification for Excess Tax Benefits and Deficiencies, (2) Forfeitures, and (3) Tax Withholding Requirements and Cash Flow Classification. The standard is effective for public business entities in annual and interim periods in fiscal years beginning after December 15, 2016. Early adoption is permitted if the entire standard is adopted. If an entity early adopts the standard in an interim period, any adjustments should be reflected as of the beginning of the fiscal year that includes that interim period. The Corporation early-adopted ASU 2016-09 during the three months ended September 30, 2016. As a result of the adoption, the Corporation recognized a $385 thousand and $445 thousand tax benefit in the Consolidated Statements of Income for the three and nine months ended September 30, 2016, respectively. The impact of the income tax benefit or expense related to ASU 2016-09 is treated as a discrete item in the calculation of the year-to-date income tax expense. Also, in accordance with the provisions of ASU 2016-09, the Corporation presents excess tax benefits as an operating activity in the Consolidated Statement of Cash Flows using a retrospective transition method. Adoption of all other changes did not have an impact on our consolidated financial statements.

FASB ASU 2016-15 (Topic 320), “Classification of Certain Cash Receipts and Cash Payments”

Issued in August 2016, ASU 2016-15 provides guidance on eight specific cash flow issues and their disclosure in the consolidated statements of cash flows. The issues addressed include debt prepayment, settlement of zero-coupon debt, contingent consideration in business combinations, proceeds from settlement of insurance claims, proceeds from settlement of BOLI, distributions received from equity method investees, beneficial interests in securitization transactions, and separately identifiable cash flows and application of the Predominance principle. 2016-15 is effective for the annual and interim periods in fiscal years beginning after December 15, 2017, with early adoption permitted. The Corporation is evaluating the effect that ASU 2016-15 will have on its consolidated financial statements and related disclosures.

FASB ASU 2016-13 (Topic 326), “Measurement of Credit Losses on Financial Instruments”

Issued in June 2016, ASU 2016-13 significantly changes how companies measure and recognize credit impairment for many financial assets. The new current expected credit loss model will require companies to immediately recognize an estimate of credit losses expected to occur over the remaining life of the financial assets that are in the scope of the standard. The ASU also makes targeted amendments to the current impairment model for available-for-sale debt securities. ASU 2016-13 is effective for the annual and interim periods in fiscal years beginning after December 15, 2018, with early adoption permitted. The Corporation is evaluating the effect that ASU 2016-02 will have on its consolidated financial statements and related disclosures.

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FASB ASU 2016-02 (Topic 842), “Leases”

Issued in February 2016, ASU 2016-02 revises the accounting related to lessee accounting. Under the new guidance, lessees will be required to recognize a lease liability and a right-of-use asset for all leases. The new lease guidance also simplifies the accounting for sale and leaseback transactions primarily because lessees must recognize lease assets and lease liabilities. ASU 2016-02 is effective for the first interim period within annual periods beginning after December 15, 2018, with early adoption permitted. The standard is required to be adopted using the modified retrospective transition approach for leases existing at, or entered into after, the beginning of the earliest comparative period presented in the financial statements. The Corporation is evaluating the effect that ASU 2016-02 will have on its consolidated financial statements and related disclosures.

FASB ASU 2016-01 (Subtopic 825-10), “Financial Instruments – Overall, Recognition and Measurement of Financial Assets and Financial Liabilities”

Issued in January 2016, ASU 2016-01 provides that equity investments will be measured at fair value with changes in fair value recognized in net income. When fair value is not readily determinable an entity may elect to measure the equity investment at cost, minus impairment, plus or minus any change in the investment’s observable price. For financial liabilities that are measured at fair value, the amendment requires an entity to present separately, in other comprehensive income, any change in fair value resulting from a change in instrument-specific credit risk. ASU 2016-01 will be effective for fiscal years beginning after December 15, 2017, including interim periods within those fiscal years. Early adoption is permitted. Entities may apply this guidance on a prospective or retrospective basis. The Corporation is evaluating the effect that ASU 2016-02 will have on its consolidated financial statements and related disclosures.

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ITEM 2 Management’s Discussion and Analysis of Results of Operation and Financial Condition

The following is the Corporation’s discussion and analysis of the significant changes in the financial condition, results of operations, capital resources and liquidity presented in the accompanying consolidated financial statements. Current performance does not guarantee, and may not be indicative of, similar performance in the future.

Brief History of the Corporation

The Bryn Mawr Trust Company (the “Bank”) received its Pennsylvania banking charter in 1889 and is a member of the Federal Reserve System. In 1986, Bryn Mawr Bank Corporation (the “Corporation”) was formed and on January 2, 1987, the Bank became a wholly-owned subsidiary of the Corporation. The Bank and Corporation are headquartered in Bryn Mawr, Pennsylvania, a western suburb of Philadelphia. The Corporation and its subsidiaries provide community banking, business banking, residential mortgage lending, consumer and commercial lending to customers through its 25 full-service branches, eight limited-hour retirement community offices, and one limited-service branch located throughout the Montgomery, Delaware, Chester and Dauphin counties of Pennsylvania and New Castle county in Delaware. The Corporation and its subsidiaries also provide wealth management and insurance advisory services through its network of Wealth Management and insurance offices located in Bryn Mawr, Rosemont, Devon and Hershey, Pennsylvania as well as Greenville, Delaware. The Corporation’s stock trades on the NASDAQ Stock Market (“NASDAQ”) under the symbol BMTC. The goal of the Corporation is to become the preeminent community bank and wealth management organization in the Philadelphia area.

The Corporation operates in a highly competitive market area that includes local, national and regional banks as competitors along with savings banks, credit unions, insurance companies, trust companies, registered investment advisors and mutual fund families. The Corporation and its subsidiaries are regulated by many agencies including the Securities and Exchange Commission (“SEC”), NASDAQ, the Federal Deposit Insurance Corporation (“FDIC”), the Federal Reserve Board and the Pennsylvania Department of Banking and Securities.

Critical Accounting Policies, Judgments and Estimates

The accounting and reporting policies of the Corporation and its subsidiaries conform with U.S. generally accepted accounting principles (“GAAP”). All inter-company transactions are eliminated in consolidation and certain reclassifications are made when necessary to conform the previous year’s financial statements to the current year’s presentation. In preparing the consolidated financial statements, the Corporation is required to make estimates and assumptions that affect the reported amount of assets and liabilities as of the dates of the balance sheets and revenues and expenditures for the periods presented. However, there are uncertainties inherent in making these estimates and actual results could differ from these estimates. The Corporation has identified certain areas that require estimates and assumptions, which include the allowance for loan and lease losses (the “Allowance”), the valuation of goodwill and intangible assets, the fair value of investment securities, and the valuation of mortgage servicing rights, deferred tax assets and liabilities, benefit plans and stock-based compensation.

These critical accounting policies, along with other significant accounting policies, are presented in Footnote 1 – Summary of Significant Accounting Policies, in the Notes to Consolidated Financial Statements in the Corporation’s 2015 Annual Report on Form 10-K (the “2015 Annual Report”).

Acquisition of Robert J. McAllister Agency, Inc. (“RJM”)

The acquisition of RJM, an insurance brokerage headquartered in Rosemont, Pennsylvania, was completed on April 1, 2015. The consideration paid by the Corporation was $1.0 million, of which $500 thousand was paid at closing and five contingent cash payments, not to exceed $100 thousand each, are payable on each of March 31, 2016, March 31, 2017, March 31, 2018, March 31, 2019, and March 31, 2020, subject to the attainment of certain revenue targets during the related periods. The first of these contingent payments, in the amount of $85 thousand, was paid during the second quarter of 2016. The acquisition enhanced the Corporation’s ability to offer comprehensive insurance solutions to both individual and business clients.

Acquisition of Continental Bank Holdings, Inc. (“CBH”)

On January 1, 2015, the previously announced merger (the “Merger” or the “Continental Merger”) of CBH with and into the Corporation, and the merger of Continental Bank with and into The Bryn Mawr Trust Company, the wholly-owned subsidiary of the Corporation (the “Bank”), as contemplated by the Agreement and Plan of Merger, by and between CBH and the Corporation, dated as of May 5, 2014 (as amended by the Amendment to Agreement and Plan of Merger, dated as of October 23, 2014, the “Agreement”), were completed. In accordance with the Agreement, the aggregate share consideration paid to CBH shareholders consisted of 3,878,383 shares (which included fractional shares paid in cash) of the Corporation’s common stock. Shareholders of CBH received 0.45 shares of Corporation common stock for each share of CBH common stock they owned as of the effective date of the Merger. Holders of options to purchase shares of CBH common stock received options to purchase shares of Corporation common stock, converted at the same ratio of 0.45. In addition, $1,323,000 was paid to certain warrant holders to cash-out certain warrants. The aggregate consideration paid to former CBH shareholders totaled $125.1 million.

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Executive Overview

The following items highlight the Corporation’s results of operations for the three and nine months ended September 30, 2016, as compared to the same periods in 2015, and the changes in its financial condition as of September 30, 2016 as compared to December 31, 2015. More detailed information related to these highlights can be found in the sections that follow.

Three Month Results of Operations

●

Net income for the three months ended September 30, 2016 was $9.4 million, an increase of $1.9 million as compared to net income of $7.5 million for the same period in 2015. Diluted earnings per share was $0.55 for the three months ended September 30, 2016 as compared to $0.42 for the same period in 2015.

●

Return on average equity (“ROE”) and return on average assets (“ROA”) for the three months ended September 30, 2016 were 10.00% and 1.19%, respectively, as compared to ROE and ROA of 8.01% and 1.01%, respectively, for the same period in 2015.

●

Tax-equivalent net interest income increased $1.9 million, or 7.6%, to $26.9 million for the three months ended September 30, 2016, as compared to $25.0 million for the same period in 2015.

●

Provision for loan and lease losses (the “Provision”), of $1.4 million for the three months ended September 30, 2016 was an increase of $212 thousand from the $1.2 million Provision recorded for the same period in 2015.

●

Non-interest income of $13.9 million for the three months ended September 30, 2016 increased $542 thousand, or 4.1%, as compared to $13.4 million for the same period in 2015.

●

Fees for wealth management services and insurance revenue of $9.1 million and $886 thousand, respectively, for the three months ended September 30, 2016 were decreases of $94 thousand and $179 thousand, respectively, from the same period in 2015.

●

Non-interest expense of $25.5 million for the three months ended September 30, 2016 increased $74 thousand, from $25.4 million for the same period in 2015.

Nine Month Results of Operations

●

Net income for the nine months ended September 30, 2016 was $26.6 million, an increase of $3.5 million as compared to net income of $23.1 million for the same period in 2015. Diluted earnings per share was $1.57 for the nine months ended September 30, 2016 as compared to $1.29 for the same period in 2015.

●

ROE and ROA for the nine months ended September 30, 2016 were 9.70% and 1.16%, respectively, as compared to ROE and ROA of 8.22% and 1.05%, respectively, for the same period in 2015.

●

Tax-equivalent net interest income increased $4.6 million, or 6.2%, to $79.7 million for the nine months ended September 30, 2016, as compared to $75.1 million for the same period in 2015.

●

Provision of $3.3 million for the nine months ended September 30, 2016 was an increase of $648 thousand from the $2.6 million Provision recorded for the same period in 2015.

●

Non-interest income of $40.9 million for the nine months ended September 30, 2016 decreased $1.4 million, or 3.2%, as compared to $42.3 million for the same period in 2015.

●

Fees for wealth management services and insurance revenue of $27.4 million and $3.0 million, respectively, for the nine months ended September 30, 2016 were a decrease of $536 thousand and an increase of $104 thousand, respectively, from the same period in 2015.

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●

Non-interest expense of $76.8 million for the nine months ended September 30, 2016 decreased $2.0 million, from $78.8 million for the same period in 2015.

Changes in Financial Condition

●

Total assets of $3.17 billion as of September 30, 2016 increased $143.1 million from December 31, 2015.

●

Shareholders’ equity of $378.5 million as of September 30, 2016 increased $12.7 million from $365.7 million as of December 31, 2015.

●

Total portfolio loans and leases as of September 30, 2016 were $2.49 billion, an increase of $224.4 million, or 9.9%, from the December 31, 2015 balance.

●

Total non-performing loans and leases of $9.9 million represented 0.40% of portfolio loans and leases as of September 30, 2016 as compared to $10.2 million, or 0.45% of portfolio loans and leases as of December 31, 2015.

●

The $17.7 million Allowance, as of September 30, 2016, represented 0.71% of portfolio loans and leases, as compared to $15.9 million, or 0.70% of portfolio loans and leases as of December 31, 2015.

●

Total deposits of $2.48 billion as of September 30, 2016 increased $225.2 million from $2.25 billion as of December 31, 2015.

●

Wealth Management assets under management, administration, supervision and brokerage as of September 30, 2016 were $9.97 billion, an increase of $1.60 billion from December 31, 2015.

Key Performance Ratios

Key financial performance ratios for the three months and six ended September 30, 2016 and 2015 are shown in the table below:

	Three Months Ended September 30,						Nine Months Ended September 30,
	2016			2015			2016			2015
Annualized return on average equity		10.00	%		7.90	%		9.70	%		8.22	%
Annualized return on average assets		1.19	%		1.00	%		1.16	%		1.05	%
Tax-equivalent net interest margin		3.71	%		3.65	%		3.79	%		3.75	%
Basic earnings per share	$	0.56		$	0.43		$	1.58		$	1.31
Diluted earnings per share	$	0.55		$	0.42		$	1.57		$	1.29
Dividend per share	$	0.21		$	0.20		$	0.61		$	0.58
Dividend declared per share to net income per basic common share		37.5	%		46.9	%		38.6	%		44.2	%

The following table presents certain key period-end balances and ratios as of September 30, 2016 and December 31, 2015:

(dollars in millions, except per share amounts)	September 30, 2016			December 31, 2015
Book value per share	$	22.08		$	21.40
Tangible book value per share	$	14.94		$	13.86
Allowance as a percentage of loans and leases		0.71	%		0.70	%
Tier I capital to risk weighted assets		10.41	%		10.72	%
Tangible common equity ratio		8.28	%		8.17	%
Loan to deposit ratio		101.1	%		101.1	%
Wealth assets under management, administration, supervision and brokerage	$	9,969.7		$	8,364.8
Portfolio loans and leases	$	2,493.4		$	2,269.0
Total assets	$	3,174.1		$	3,031.0
Shareholders’ equity	$	378.5		$	365.7

The following sections discuss, in detail, the Corporation’s results of operations for the three and nine months ended September 30, 2016, as compared to the same periods in 2015, and the changes in its financial condition as of September 30, 2016 as compared to December 31, 2015.

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Components of Net Income

Net income is comprised of five major elements:

●

Net Interest Income, or the difference between the interest income earned on loans, leases and investments and the interest expense paid on deposits and borrowed funds;

●

Provision For Loan and Lease Losses, or the amount added to the Allowance to provide for estimated inherent losses on portfolio loans and leases;

●

Non-Interest Income, which is made up primarily of Wealth Management revenue, insurance revenue, gains and losses from the sale loans, gains and losses from the sale of investment securities available for sale and other fees from loan and deposit services;

●

Non-Interest Expense, which consists primarily of salaries and employee benefits, occupancy, intangible asset amortization, professional fees and other operating expenses; and

●

Income Taxes, which include state and federal jurisdictions.

TAX-EQUIVALENT NET INTEREST INCOME

Net interest income is the primary source of the Corporation’s revenue. The below tables present a summary, for the three and nine months ended September 30, 2016 and 2015, of the Corporation’s average balances and tax-equivalent yields earned on its interest-earning assets and the tax-equivalent rates paid on its interest-bearing liabilities. The tax-equivalent net interest margin is the tax-equivalent net interest income as a percentage of average interest-earning assets. The tax-equivalent net interest spread is the difference between the weighted average tax-equivalent yield on interest-earning assets and the weighted average cost of interest-bearing liabilities. The effect of noninterest-bearing liabilities represents the effect on the net interest margin of net funding provided by noninterest-earning assets, noninterest-bearing liabilities and shareholders’ equity.

Tax-equivalent net interest income increased $1.9 million, or 7.6%, to $26.9 million for the three months ended September 30, 2016, as compared to $25.0 million for the same period in 2015. The increase in net interest income between the periods was largely related to the increase in average loans for the three months ended September 30, 2016 as compared to the same period in 2015. Average loans for the third quarter of 2016 increased by $285.3 million from the same period in 2015, while the yield earned on loans decreased by 15 basis points. Partially offsetting the increase in average loans was an $84.7 million increase in average interest-bearing deposits accompanied by a 10 basis point increase in the rate paid on those deposits. In addition, average long-term FHLB advances decreased by $29.7 million, offset by increases of $12.8 million and $11.3 million in short-term borrowings and subordinated notes, respectively, between the periods.

For the nine months ended September 30, 2016, tax equivalent net interest income increased by $4.6 million, or 6.2%, from the same period in 2015. Largely contributing to the increase in tax-equivalent net interest income was the $268.4 million increase in average loans for the nine months ended September 30, 2016 as compared to the same period in 2015, which was partially offset by a $145.5 million decrease in average interest-bearing deposits with banks, as these funds were redeployed from lower-earning deposit accounts to fund loan originations. Partially offsetting this net growth in average interest-earning assets was a $49.0 million increase in average interest-bearing deposits between periods.

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Analyses of Interest Rates and Interest Differential

The table below presents the major asset and liability categories on an average daily balance basis for the periods presented, along with interest income, interest expense and key rates and yields.

	For the Three Months Ended September 30,
	2016								2015
(dollars in thousands)	Average Balance			Interest Income/ Expense		Average Rates Earned/ Paid			Average Balance			Interest Income/ Expense		Average Rates Earned/ Paid
Assets:
Interest-bearing deposits with banks	$	33,532		$	27		0.32	%	$	165,723		$	107		0.26	%
Investment securities - available for sale:
Taxable		329,293			1,423		1.72	%		310,582			1,172		1.50	%
Non-taxable⁽³⁾		37,893			189		1.98	%		41,424			186		1.78	%
Total investment securities - available for sale		367,186			1,612		1.75	%		352,006			1,358		1.53	%
Investment securities – held to maturity		2,907			6		0.82	%		—			—		—
Investment securities - trading		3,523			2		0.23	%		4,022			5		0.49	%
Loans and leases⁽¹⁾⁽²⁾⁽³⁾		2,476,972			28,032		4.50	%		2,191,652			25,698		4.65	%
Total interest-earning assets		2,884,120			29,679		4.09	%		2,713,403			27,168		3.97	%
Cash and due from banks		16,228								17,160
Allowance for loan and lease losses		(17,257	)							(15,066	)
Other assets		258,928								265,811
Total assets	$	3,142,019							$	2,981,308

Liabilities:
Savings, NOW, and market rate accounts	$	1,286,404			641		0.20	%	$	1,260,529			584		0.18	%
Wholesale deposits		164,706			327		0.79	%		133,277			203		0.60	%
Time deposits		278,579			607		0.87	%		251,170			289		0.46	%
Total interest-bearing deposits		1,729,689			1,575		0.36	%		1,644,976			1,076		0.26	%

Short-term borrowings		40,966			34		0.33	%		28,166			8		0.11	%
Long-term FHLB advances and other borrowings		218,920			818		1.49	%		248,606			881		1.41	%
Subordinated notes		29,509			370		4.99	%		18,190			231		5.04	%
Total borrowings		289,395			1,222		1.68	%		294,962			1,120		1.51	%

Total interest-bearing liabilities		2,019,084			2,797		0.55	%		1,939,938			2,196		0.45	%

Non-interest-bearing deposits		716,581								625,547
Other liabilities		33,400								39,219
Total non-interest-bearing liabilities		749,981								664,766
Total liabilities		2,769,065								2,604,704
Shareholders’ equity		372,954								376,604
Total liabilities and shareholders’ equity	$	3,142,019							$	2,981,308

Net interest spread							3.54	%							3.52	%
Effect of non-interest-bearing liabilities							0.17	%							0.13	%
Tax-equivalent net interest income and margin on earning assets⁽³⁾				$	26,882		3.71	%				$	24,972		3.65	%
Tax-equivalent adjustment⁽³⁾				$	165		0.02	%				$	139		0.02	%

⁽¹⁾	Nonaccrual loans have been included in average loan balances, but interest on nonaccrual loans has been excluded for purposes of determining interest income.

⁽²⁾	Loans include portfolio loans and leases and loans held for sale.

⁽³⁾	Tax rate used for tax-equivalent calculations is 35%.

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	For the Nine months Ended September 30,
	2016								2015
(dollars in thousands)	Average Balance			Interest Income/ Expense		Average Rates Earned/ Paid			Average Balance			Interest Income/ Expense		Average Rates Earned/ Paid
Assets:
Interest-bearing deposits with banks	$	39,157		$	115		0.39	%	$	184,689		$	346		0.25	%
Investment securities - available for sale:
Taxable		323,866			4,263		1.76	%		318,510			3,691		1.55	%
Non-taxable⁽³⁾		39,243			567		1.93	%		37,871			546		1.93	%
Total investment securities - available for sale		363,109			4,830		1.78	%		356,381			4,237		1.59	%
Investment securities – held to maturity		1,782			4		0.30	%		—			—		—
Investment securities - trading		3,703			2		0.07	%		3,985			21		0.70	%
Loans and leases⁽¹⁾⁽²⁾⁽³⁾		2,399,683			82,571		4.60	%		2,131,278			76,548		4.80	%
Total interest-earning assets		2,807,434			87,522		4.16	%		2,676,333			81,152		4.05	%
Cash and due from banks		16,380								17,484
Allowance for loan and lease losses		(16,924	)							(14,760	)
Other assets		261,752								257,896
Total assets	$	3,068,642							$	2,936,953

Liabilities:
Savings, NOW, and market rate accounts	$	1,280,023			1,799		0.19	%	$	1,245,857			1,753		0.19	%
Wholesale deposits		166,136			921		0.74	%		134,607			586		0.58	%
Retail time deposits		247,504			1,333		0.72	%		264,168			827		0.42	%
Total interest-bearing deposits		1,693,663			4,053		0.32	%		1,644,632			3,166		0.26	%

Short-term borrowings		35,836			71		0.26	%		39,352			39		0.13	%
Long-term FHLB advances and other borrowings		235,002			2,593		1.47	%		254,810			2,642		1.39	%
Subordinated notes		29,496			1,106		5.01	%		6,130			231		5.04
Total borrowings		300,334			3,770		1.68	%		300,292			2,912		1.30	%

Total interest-bearing liabilities		1,993,997			7,823		0.52	%		1,944,924			6,078		0.42	%

Non-interest-bearing deposits		674,601								580,356
Other liabilities		33,375								35,978
Total non-interest-bearing liabilities		707,976								616,334
Total liabilities		2,701,973								2,561,258
Shareholders’ equity		366,669								375,695
Total liabilities and shareholders’ equity	$	3,068,642							$	2,936,953

Net interest spread							3.64	%							3.63	%
Effect of non-interest-bearing liabilities							0.15	%							0.12	%
Tax-equivalent net interest income and margin on earning assets⁽³⁾				$	79,699		3.79	%				$	75,074		3.75	%
Tax-equivalent adjustment⁽³⁾				$	453		0.02	%				$	376		0.02	%

⁽¹⁾	Nonaccrual loans have been included in average loan balances, but interest on nonaccrual loans has been excluded for purposes of determining interest income.

⁽²⁾	Loans include portfolio loans and leases and loans held for sale.

⁽³⁾	Tax rate used for tax-equivalent calculations is 35%.

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Rate/Volume Analysis (tax-equivalent basis)*

The rate/volume analysis in the table below analyzes dollar changes in the components of interest income and interest expense as they relate to the change in balances (volume) and the change in interest rates (rate) of tax-equivalent net interest income for the three and nine months ended September 30, 2016 as compared to the same periods in 2015, allocated by rate and volume. The change in interest income and/or expense due to both volume and rate has been allocated to changes in volume.

	2016 Compared to 2015
	Three Months Ended September 30,									Nine months Ended September 30,
(dollars in thousands)	Volume			Rate			Total			Volume			Rate			Total
Interest income
Interest-bearing deposits with other banks	$	(114	)	$	34		$	(80	)	$	(296	)	$	65		$	(231	)
Investment securities		6			251			257			86			492			578
Loans and leases		7,629			(5,295	)		2,334			11,382			(5,359	)		6,023
Total interest income	$	7,521		$	(5,010	)	$	2,511		$	11,172		$	(4,802	)	$	6,370
Interest expense:
Savings, NOW and market rate accounts	$	9		$	48		$	57		$	46		$	—		$	46
Wholesale deposits		47			77			124			137			198			335
Retail time deposits		32			286			318			(84	)		590			506
Borrowed funds**		(287	)		250			(37	)		(258	)		241			(17	)
Subordinated notes		139			—			139			875			—			875
Total interest expense		(60	)		661			601			716			1,029			1,745
Interest differential	$	7,461		$	(4,349	)	$	3,112		$	11,888		$	(3,773	)	$	8,115

*The tax rate used in the calculation of the tax-equivalent income is 35%.

**Borrowed funds include short-term borrowings and Federal Home Loan Bank advances and other borrowings.

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Tax-Equivalent Net Interest Margin

The tax-equivalent net interest margin of 3.71% for the three months ended September 30, 2016 was a 6 basis point increase from the same period in 2015. The primary reason for the improvement in the margin was the shift in earning assets from low-yielding interest-earning deposits with banks, to much higher yielding loans and investment securities.

For the nine months ended September 30, 2016, the tax-equivalent net interest margin increased by 4 basis points from 3.75% to 3.79%. The primary driver for the increase in tax-equivalent net interest margin was a $145.5 decrease in low-yielding average interest-bearing deposits with banks, coupled with a $268.4 million increase in higher-yielding average loans and leases. The contribution from the accretion of fair value marks to the margin for the nine months ended September 30, 2016 was 14 basis points, as compared to 20 basis points for the same period in 2015.

The tax-equivalent net interest margin and related components for the past five consecutive quarters are shown in the table below:

Quarter	Interest- Earning Asset Yield			Interest-Bearing Liability Cost			Net Interest Spread			Effect of Non- Interest Bearing Sources			Net Interest Margin
3^rd Quarter 2016		4.09	%		0.55	%		3.54	%		0.17	%		3.71	%
2^nd Quarter 2016		4.18	%		0.53	%		3.65	%		0.16	%		3.81	%
1^st Quarter 2016		4.22	%		0.49	%		3.73	%		0.14	%		3.87	%
4^th Quarter 2015		4.11	%		0.48	%		3.63	%		0.14	%		3.77	%
3^rd Quarter 2015		3.97	%		0.45	%		3.52	%		0.13	%		3.65	%

Interest Rate Sensitivity

The Corporation actively manages its interest rate sensitivity position. The objectives of interest rate risk management are to control exposure of net interest income to risks associated with interest rate movements and to achieve sustainable growth in net interest income. The Corporation’s Asset Liability Committee (“ALCO”), using policies and procedures approved by the Corporation’s Board of Directors, is responsible for the management of the Corporation’s interest rate sensitivity position. The Corporation manages interest rate sensitivity by changing the mix, pricing and re-pricing characteristics of its assets and liabilities, through the management of its investment portfolio, its offerings of loan and selected deposit terms and through wholesale funding. Wholesale funding consists of multiple sources including borrowings from the FHLB, the Federal Reserve Bank of Philadelphia’s discount window, certificates of deposit from institutional brokers, including the Certificate of Deposit Account Registry Service (“CDARS”), the Insured Network Deposit (“IND”) Program, the Charity Deposits Corporation (“CDC”), the Insured Cash Sweep (“ICS”) and the Pennsylvania Local Government Investment Trust (“PLGIT”).

The Corporation uses several tools to manage its interest rate risk including interest rate sensitivity analysis, or gap analysis, market value of portfolio equity analysis, interest rate simulations under various rate scenarios and tax-equivalent net interest margin reports. The results of these reports are compared to limits established by the Corporation’s ALCO policies and appropriate adjustments are made if the results are outside the established limits.

The following table demonstrates the annualized result of an interest rate simulation and the estimated effect that a parallel interest rate shift, or “shock”, in the yield curve and subjective adjustments in deposit pricing, might have on the Corporation’s projected net interest income over the next 12 months.

This simulation assumes that there is no growth in interest-earning assets or interest-bearing liabilities over the next 12 months. The changes to net interest income shown below are in compliance with the Corporation’s policy guidelines.

Summary of Interest Rate Simulation

	Change in Net Interest Income Over the Twelve Months Beginning After September 30, 2016						Change in Net Interest Income Over the Twelve Months Beginning After December 31, 2015
	Amount			Percentage			Amount			Percentage
+300 basis points	$	8,951			8.21	%	$	3,128			3.09	%
+200 basis points	$	5,687			5.22	%	$	1,637			1.62	%
+100 basis points	$	2,365			2.17	%	$	210			0.21	%
-100 basis points	$	(2,693	)		(2.47	)%	$	(2,490	)		(2.46	)%

The above interest rate simulation suggests that the Corporation’s balance sheet is asset sensitive as of September 30, 2016 in the +100 basis point scenario, which is similar to the December 31, 2015 simulation. Asset sensitivity table indicates that a 100, 200 or 300 basis point increase in interest rates would have a positive impact on net interest income over the next 12 months. The balance sheet is more asset sensitive in comparison to December 31, 2015. This is a result of the decline in low interest earning cash balances which was redeployed into higher earning investment and loan assets, but was partially offset by slight increases in funding costs.

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The interest rate simulation is an estimate based on assumptions, which are derived from past behavior of customers, along with expectations of future behavior relative to interest rate changes. In today’s uncertain economic environment and the current extended period of very low interest rates, the reliability of the Corporation’s assumptions in the interest rate simulation model is more uncertain than in other periods. Actual customer behavior may be different than expected behavior, which could cause an unexpected outcome and may result in lower net interest income.

Gap Analysis

The interest sensitivity, or gap analysis, shows interest rate risk by identifying re-pricing gaps in the Corporation’s balance sheet. All assets and liabilities are categorized in the following table according to their behavioral sensitivity, which is usually the earliest of either: re-pricing, maturity, contractual amortization, prepayments or likely call dates. Non-maturity deposits, such as NOW, savings and money market accounts are spread over various time periods based on the expected sensitivity of these rates considering liquidity and the investment preferences of the Corporation. Non-rate-sensitive assets and liabilities are placed in a separate period. Capital is spread over time periods to reflect the Corporation’s view of the maturity of these funds.

The following table presents the Corporation’s interest rate sensitivity position or gap analysis as of September 30, 2016:

(dollars in millions)	0 to 90 Days			91 to 365 Days			1 - 5 Years			Over 5 Years			Non-Rate Sensitive			Total
Assets:
Interest-bearing deposits with banks	$	30.1		$	—		$	—		$	—		$	—		$	30.1
Investment securities – available for sale		36.4			70.3			168.7			91.5			—			366.9
Investment securities – held to maturity		—			—			—			2.9			—			2.9
Investment securities – trading		3.7			—			—			—			—			3.7
Loans and leases⁽¹⁾		871.1			295.4			970.8			367.6			—			2,504.9
Allowance for loan and lease losses		—			—			—			—			(17.7	)		(17.7	)
Cash and due from banks		—			—			—			—			18.9			18.9
Other assets		—			—			—			—			264.4			264.4
Total assets	$	941.3		$	365.7		$	1,139.5		$	462.0		$	265.6		$	3,174.1

Liabilities and shareholders’ equity:
Demand, non-interest-bearing	$	44.3		$	132.8		$	185.7		$	355.2		$	—		$	718.0
Savings, NOW and market rate		89.9			269.8			640.0			286.8			—			1,286.5
Time deposits		30.7			211.2			67.6			0.1			—			309.6
Wholesale non-maturity deposits		64.7			—			—			—			—			64.7
Wholesale time deposits		27.9			30.2			41.0			—			—			99.1
Short-term borrowings		50.1			—			—			—			—			50.1

Long-term FHLB advances and other borrowings		30.0			55.0			119.8			—			—			204.8
Subordinated notes		—			—			29.5			—			—			29.5
Other liabilities		—			—			—			—			33.3			33.3
Shareholders’ equity		13.5			40.5			216.3			108.2			—			378.5
Total liabilities and shareholders’ equity	$	351.2		$	739.5		$	1,299.9		$	750.3		$	33.3		$	3,174.1
Interest-earning assets	$	941.3		$	365.7		$	1,139.5		$	462.0		$	—		$	2,908.5
Interest-bearing liabilities		293.3			566.2			897.9			286.9			—			2,044.3
Difference between interest-earning assets and interest-bearing liabilities	$	648.0		$	(200.5	)	$	241.6		$	175.1		$	—		$	864.2
Cumulative difference between interest earning assets and interest-bearing liabilities	$	648.0		$	447.5		$	689.1		$	864.2		$	—			864.2
Cumulative earning assets as a % of cumulative interest bearing liabilities		321	%		152	%		139	%		142	%					142	%

¹Loans include portfolio loans and loans held for sale

The table above indicates that the Corporation is asset-sensitive in the immediate to 90-day time frame and may experience an increase in net interest income during that time period if rates rise. Conversely, if rates decline, net interest income may decline. It should be noted that the gap analysis is only one tool used to measure interest rate sensitivity and should be used in conjunction with other measures such as the interest rate simulation discussed above. The gap analysis measures the timing of changes in rate, but not the true weighting of any specific component of the Corporation’s balance sheet. The asset-sensitive position reflected in this gap analysis is similar to the Corporation’s position at December 31, 2015.

PROVISION FOR LOAN AND LEASE LOSSES

For the three months ended September 30, 2016, the Corporation recorded a Provision of $1.4 million as compared to $1.2 million for the same period in 2015. The increase in Provision for the three months ended September 30, 2016 was partially related to the loan growth recorded in the third quarter of 2016, which totaled $69.5 million as well as the net charge-offs recognized in the third quarter of 2016 of $704 thousand. For the third quarter of 2015, loans increased $75.5 million and net charge-offs totaled $224 thousand.

For the nine months ended September 30, 2016, the Provision of $3.3 million was a $648 thousand increase from the same period in 2015. A considerable amount of the increase in 2016 was related to the strong loan growth during the first nine months of 2016. For the nine months ended September 30, 2016, portfolio loans increased by $224.4 million as compared to a $152.3 million for the same period in 2015, excluding the loans acquired in the January 1, 2015 Continental Merger.

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Asset Quality and Analysis of Credit Risk

As of September 30, 2016, total nonperforming loans and leases decreased by $361 thousand, to $9.9 million, representing 0.40% of portfolio loans and leases, as compared to $10.2 million, or 0.45% of portfolio loans and leases as of December 31, 2015. The decrease in nonperforming loans and leases resulted from pay-offs or pay-downs of $2.1 million of loans and leases, charge-offs of $313 thousand and the return to performing status of $256 thousand of loans and leases which had been nonperforming as of December 31, 2015. Partially offsetting the decreases in nonperforming loans from December 31, 2015 was the addition during the nine months ended September 30, 2016 of $2.8 million of new nonperforming loans and leases.

As of September 30, 2016, the Allowance of $17.7 million represented 0.71% of portfolio loans and leases, as compared to $15.9 million, or 0.70% of portfolio loans as of December 31, 2015. The Allowance on originated portfolio loans, as a percentage of originated portfolio loans, was 0.81% as of September 30, 2016 as compared to 0.84% as of December 31, 2015. Loans acquired in mergers are recorded at fair value as of the date of acquisition. This fair value estimate takes into account an estimate of the expected lifetime losses of the acquired loans. As such, an acquired loan will not generally become subject to additional Allowance unless it becomes impaired.

As of September 30, 2016, the Corporation had OREO valued at $867 thousand, as compared to $2.6 million as of December 31, 2015. During the nine months ended September 30, 2016, a $1.9 million OREO property acquired from a foreclosure during the fourth quarter of 2015 was sold, resulting in a loss on sale of $76 thousand. There were no sales of OREO during the three months ended September 30, 2016. The balance of OREO as of September 30, 2016 was comprised of six residential properties, five of which are manufactured housing properties acquired in the Continental Merger. All properties are recorded at the lower of cost or fair value less cost to sell.

As of September 30, 2016, the Corporation had $8.0 million of troubled debt restructurings (“TDRs”), of which $6.3 million were in compliance with the modified terms and excluded from non-performing loans and leases. As of December 31, 2015, the Corporation had $6.8 million of TDRs, of which $4.9 million were in compliance with the modified terms, and were excluded from non-performing loans and leases.

As of September 30, 2016, the Corporation had a recorded investment of $15.8 million of impaired loans and leases which included $8.0 million of TDRs. Impaired loans and leases are those for which it is probable that the Corporation will not be able to collect all scheduled principal and interest in accordance with the original terms of the loans and leases. Impaired loans and leases as of December 31, 2015 totaled $14.5 million, which included $6.8 million of TDRs. Refer to Note 5H in the Notes to unaudited consolidated Financial Statements for more information regarding the Corporation’s impaired loans and leases.

The Corporation continues to be diligent in its credit underwriting process and proactive with its loan review process, including the engagement of the services of an independent outside loan review firm, which helps identify developing credit issues. Proactive steps that are taken include the procurement of additional collateral (preferably outside the current loan structure) whenever possible and frequent contact with the borrower. The Corporation believes that timely identification of credit issues and appropriate actions early in the process serve to mitigate overall risk of loss.

Nonperforming Assets and Related Ratios

(dollars in thousands)	September 30, 2016			December 31, 2015
Nonperforming Assets:
Nonperforming loans and leases	$	9,883		$	10,244
Other real estate owned		867			2,638
Total nonperforming assets	$	10,750		$	12,882
Troubled Debt Restructures:
TDRs included in non-performing loans	$	1,680		$	1,935
TDRs in compliance with modified terms		6,305			4,880
Total TDRs	$	7,985		$	6,815
Loan and Lease quality indicators:
Allowance for loan and lease losses to nonperforming loans and leases		179.5	%		154.8	%
Nonperforming loans and leases to total portfolio loans and leases		0.40	%		0.45	%
Allowance for loan and lease losses to total portfolio loans and leases		0.71	%		0.70	%
Nonperforming assets to total loans and leases and OREO		0.43	%		0.56	%
Total portfolio loans and leases	$	2,493,357		$	2,268,988
Allowance for loan and lease losses	$	17,744		$	15,857

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NON-INTEREST INCOME

Three Months Ended September 30, 2016 Compared to the Same Period in 2015

Non-interest income for the three months ended September 30, 2016 increased $542 thousand as compared to the same period in 2015. Contributing to this increase was a $300 thousand increase in gain on sale of loans and a $397 thousand increase in other operating income, primarily related to the payoff, in full, of a purchased credit-impaired loan which had been recorded at a discount at acquisition. Partially offsetting these increases was a $179 thousand decrease in fees for wealth management services, much of which was the result of a shift in the composition of the portfolio, with more of the portfolio being comprised of assets held in lower-yielding fixed-fee accounts as of September 30, 2016, as compared to September 30, 2015 (see tables below).

Nine Months Ended September 30, 2016 Compared to the Same Period in 2015

For the nine months ended September 30, 2016, non-interest income decreased $1.4 million as compared to the same period in 2015. The most significant contributors to this change were decreases of $959 thousand in gain on sale of available for sale investment securities, $536 in fees for wealth management services and $298 thousand in dividends on FHLB and FRB stock. The decrease in gain on sale of available for sale investment securities occurred because the $873 thousand gain on sale recognized during the first nine months of 2015, primarily related to the sale of available for sale investment securities acquired in the Continental Merger, was not repeated during the nine months ended September 30, 2016. The decrease in fees for wealth management services was largely related to the shift in the wealth portfolio composition discussed in the previous paragraph. The decrease in dividends on FHLB and FRB stocks occurred because the special dividend of $448 thousand issued by FHLB in the first quarter of 2015 was not repeated in 2016. These decreases were partially offset by a $370 thousand increase in gain on sale of loans during the period.

Wealth Assets Under Management, Administration, Supervision and Brokerage (“Wealth Assets”)

Wealth Asset accounts are categorized into two groups; the first account group consists predominantly of clients whose fees are determined based on the market value of the assets held in their accounts (“Market Value” fee basis). The second account group consists predominantly of clients whose fees are set at fixed amounts (“Fixed Fee” basis), and, as such, are not affected by market value changes.

The following tables detail the composition of Wealth Assets as it relates to the calculation of fees for wealth management services:

(dollars in thousands)	Wealth Assets as of:
Fee Basis	September 30, 2016		June 30, 2016		March 31, 2016		December 31, 2015		September 30, 2015
Market value	$	5,276,756	$	5,078,386	$	5,032,841	$	4,971,636	$	4,870,484
Fixed		4,692,989		4,554,135		4,248,902		3,393,169		3,347,792
	$	9,969,745	$	9,632,521	$	9,281,743	$	8,364,805	$	8,218,276

	Percentage of Wealth Assets
	September 30, 2016			June 30, 2016			March 31, 2016			December 31, 2015			September 30, 2015
Market value		52.9	%		52.7	%		54.2	%		59.4	%		59.3	%
Fixed		47.1	%		47.3	%		45.8	%		40.6	%		40.7	%
		100.0	%		100.0	%		100.0	%		100.0	%		100.0	%

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The following tables detail the composition of fees for wealth management services for the periods indicated:

(dollars in thousands)	For the Three Months Ended:
Fee Basis	September 30, 2016		June 30, 2016		March 31, 2016		December 31, 2015		September 30, 2015
Market value	$	7,196	$	7,187	$	6,823	$	7,072	$	7,319
Fixed		1,904		2,244		2,009		1,923		1,875
	$	9,100	$	9,431	$	8,832	$	8,995	$	9,194

	Percentage of Fees for Wealth Management
	September 30, 2016			June 30, 2016			March 31, 2016			December 31, 2015			September 30, 2015
Market value		79.1	%		76.2	%		77.3	%		78.6	%		79.6	%
Fixed		20.9	%		23.8	%		22.7	%		21.4	%		20.4	%
		100.0	%		100.0	%		100.0	%		100.0	%		100.0	%

Residential Mortgage Loan Sales

The following table provides supplemental information regarding mortgage loan originations and sales:

	As of or for the Three Months Ended September 30,						As of or for the Nine Months Ended September 30,
(dollars in millions)	2016			2015			2016			2015
Residential mortgage loans held in portfolio	$	418.4		$	399.7		$	418.4		$	399.7
Mortgage originations	$	84.9		$	76.2		$	201.3		$	175.2
Mortgage loans sold:
Servicing retained	$	40.5		$	30.5		$	93.4		$	83.3
Servicing released		10.5			10.6			18.2			22.5
Total mortgage loans sold	$	51.0		$	41.1		$	111.6		$	105.8

Percent servicing-retained		79.4	%		74.2	%		83.7	%		78.7	%
Percent servicing-released		20.6	%		25.8	%		16.3	%		21.3	%
Percent of originated mortgage loans sold		60.1	%		53.9	%		55.4	%		60.4	%
Mortgage servicing rights (“MSRs”)	$	4.8		$	5.0		$	4.8		$	5.0
Net gain on sale of residential mortgage loans	$	0.8		$	0.4		$	2.3		$	2.0
Residential mortgage loans serviced for others⁽¹⁾	$	618.1		$	602.0		$	618.1		$	602.0

The following table provides details of other operating income for the three and nine months ended September 30, 2016 and 2015:

(dollars in thousands)	Three Months Ended September 30,				Nine months Ended September 30,
	2016		2015		2016		2015
Merchant interchange fees	$	340	$	335	$	1,069	$	956
Commissions and fees		145		240		535		622
Bank-owned life insurance (“BOLI”) income		219		216		684		568
Safe deposit box rentals		98		97		287		293
Other investment income		24		129		126		252
Rental income		46		43		121		134
Miscellaneous other income		615		30		864		609
Other operating income	$	1,487	$	1,090	$	3,686	$	3,434

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ON-INTEREST EXPENSE

Three Months Ended September 30, 2016 Compared to the Same Period in 2015

Non-interest expense for the three months ended September 30, 2016 increased $74 thousand, as compared to the same period in 2015. Increases in salaries and wages and other operating expenses of $680 thousand and $646 thousand, respectively, were partially offset by a decrease of $1.0 million in due diligence, merger-related and merger integration expenses. The increase in salaries and wages was related to annual salary increases, new staff additions, and increases in incentive compensation. The increase in other operating expenses was primarily related to a $576 thousand increase in the deferred compensation liability. This increase in the deferred compensation liability is largely offset by earnings associated with the deferred compensation trusts, which is included in miscellaneous other income in the table above.

Nine Months Ended September 30, 2016 Compared to the Same Period in 2015

Non-interest expense for the nine months ended September 30, 2016 decreased $2.0 million from the same period in 2015, with the largest contributors to the decrease being the $4.8 million decrease in due diligence, merger-related and merger integration costs, a $627 thousand decrease in occupancy and bank premises, a $596 thousand decrease in employee benefits and an $802 thousand decrease in other operating expense detailed in the table below. The decrease in due diligence, merger-related and merger integration costs related to the costs associated with the Continental Merger, which wrapped up in the fourth quarter of 2015; the decrease in occupancy and bank premises expenses resulted from the branch and administrative office closures which occurred toward the end of 2015; and the decrease in employee benefits related to the settlement of the corporate pension plan, which occurred at the end of 2015. These decreases were partially offset by increases of $2.7 million in salaries and wages, $939 thousand in furniture, fixtures and equipment expense, $624 thousand in impairment of MSRs, and $654 thousand in Pennsylvania bank shares tax. The increase in salaries and wages was related to annual increases, the addition of two senior management positions and increases in incentive accruals. The increase in furniture, fixtures and equipment expense was related to infrastructure improvements which were largely completed in 2015 and placed into service in 2016. The increase in impairment of MSRs was primarily related to the impairment recorded in the second quarter of 2016, which occurred in connection with the market’s outlook on the future of interest rates. The increase in Pennsylvania bank shares tax resulted from the January 1, 2015 Continental Merger. The effect of the increased equity resulting from the Continental Merger, on which the tax is based, was not experienced until 2016, since the tax for the current year is calculated on the prior year-end equity.

The following table provides details of other operating expenses for the three and nine months ended September 30, 2016 and 2015:

(dollars in thousands)	Three Months Ended September 30,					Nine Months Ended September 30,
	2016		2015			2016		2015
Debt prepayment penalties	$	—	$	—		$	—	$	177
Deferred compensation trust expense		286		(290	)		270		(84	)
Director fees		102		163			448		471
Dues and subscriptions		109		110			326		332
FDIC insurance		498		335			1,320		1,078
Insurance		202		201			624		576
Loan processing		650		388			1,517		1,009
Miscellaneous		198		84			204		1,175
MSR amortization		210		181			527		443
OREO impairment		—		52			—		191
Other taxes		7		13			38		56
Outsourced services		159		105			409		315
Portfolio maintenance		62		84			246		274
Postage		125		139			418		421
Stationary and supplies		111		155			376		480
Swap termination penalties		—		—			—		344
Telephone		406		426			1,237		1,194
Temporary help and recruiting		157		489			635		1,014
Travel and entertainment		224		225			618		549
Other operating expense	$	3,506	$	2,860		$	9,213	$	10,015

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INCOME TAXES

Income tax expense for the three and nine months ended September 30, 2016 was $4.3 million and $13.5 million, respectively, as compared to $4.1 million and $12.4 million for the same respective periods in 2015. The tax expense recorded reflects a decrease in the effective tax rate from 35.3% for the third quarter of 2015 to 31.2% for the third quarter of 2016. The effective tax rate for the nine months ended September 30, 2015 and 2016 was 35.0% and 33.6%, respectively. The primary driver for the decrease in tax rate for both the three and nine months ended September 30, 2016 as compared to the respective periods in 2015 was the early adoption of ASU 2016-09, “Improvements to Employee Share-Based Payment Accounting,” which changes the accounting for excess tax benefits related to stock-based compensation. Prior to the adoption of ASU 2016-09, excess tax benefits stemming from the vesting or exercise of share-based awards were recorded as a component of additional paid-in capital in the equity section of the balance sheet. With the adoption of ASU 2016-09, these tax benefits are recognized through the income statement as an adjustment to tax expense. For the three and nine months ended September 30, 2016, the Corporation recorded excess tax benefits of $385 thousand and $445 thousand, respectively. The impact of the income tax benefit related to ASU 2016-09 is treated as a discrete item in the calculation of the year-to-date income tax expense.

BALANCE SHEET ANALYSIS

Total assets as of September 30, 2016 of $3.17 billion increased $143.1 million from $3.03 billion as of December 31, 2015.

Loans and Leases

The table below compares the portfolio loans and leases outstanding at September 30, 2016 to December 31, 2015:

	September 30, 2016					December 31, 2015					Change
(dollars in thousands)	Balance		Percent of Portfolio			Balance		Percent of Portfolio			Amount			Percent
Commercial mortgage	$	1,089,621		43.7	%	$	964,259		42.5	%	$	125,362			13.0	%
Home equity lines & loans		206,578		8.3	%		209,473		9.2	%		(2,895	)		(1.4	)%
Residential mortgage		418,408		16.8	%		406,404		17.9	%		12,004			3.0	%
Construction		133,269		5.3	%		90,421		4.0	%		42,848			47.4	%
Commercial and industrial		565,497		22.7	%		524,515		23.1	%		40,982			7.8	%
Consumer		23,717		0.9	%		22,129		1.0	%		1,588			7.2	%
Leases		56,267		2.3	%		51,787		2.3	%		4,480			8.7	%
Total portfolio loans and leases		2,493,357		100.0	%		2,268,988		100.0	%		224,369			9.9	%
Loans held for sale		11,506					8,987					2,519			28.0	%
Total loans and leases	$	2,504,863				$	2,277,975				$	226,888			10.0	%

Cash and Investment Securities

As of September 30, 2016, liquidity remained strong as the Corporation had $29.4 million of cash balances at the Federal Reserve and $681 thousand in other interest-bearing accounts, along with significant borrowing capacity as discussed in the “Liquidity” section below.

Investment securities available for sale as of September 30, 2016 totaled $366.9 million, as compared to $349.0 million as of December 31, 2015. The increase was primarily related to a $47.8 million increase in mortgage-related securities, partially offset by decreases of $24.9 million in U.S. government agency securities and $4.7 million in municipal obligations.

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Deposits, Borrowings and Subordinated Debt

Deposits and borrowings as of September 30, 2016 and December 31, 2015 were as follows:

	September 30, 2016					December 31, 2015					Change
(dollars in thousands)	Balance		Percent of Deposits			Balance		Percent of Deposits			Amount			Percent
Interest-bearing checking	$	333,055		13.4	%	$	338,861		15.0	%	$	(5,806	)		(1.7	)%
Money market		725,116		29.3	%		749,726		33.3	%		(24,610	)		(3.3	)%
Savings		228,391		9.2	%		187,299		8.3	%		41,092			21.9	%
Wholesale non-maturity deposits		64,664		2.6	%		67,717		3.0	%		(3,053	)		(4.5	)%
Wholesale time deposits		99,052		4.0	%		53,185		2.4	%		45,867			86.2	%
Retail time deposits		309,584		12.5	%		229,253		10.2	%		80,331			35.0	%
Interest-bearing deposits		1,759,862		71.0	%		1,626,041		72.2	%		133,821			8.2	%
Non-interest-bearing deposits		718,015		29.0	%		626,684		27.8	%		91,331			14.6	%
Total deposits	$	2,477,877		100.0	%	$	2,252,725		100.0	%	$	225,152			10.0	%

	September 30, 2016					December 31, 2015					Change
(dollars in thousands)	Balance		Percent of Borrowings			Balance		Percent of Borrowings			Amount			Percent
Short-term borrowings	$	50,065		17.6	%	$	94,167		24.5	%	$	(44,102	)		(46.8	)%
Long-term FHLB advances and other borrowings		204,772		72.0	%		260,146		67.8	%		(55,374	)		(21.3	)%
Subordinated notes		29,518		10.4	%		29,479		7.7	%		39			0.1	%
Borrowed funds	$	284,355		100.0	%	$	383,792		100.0	%	$	(99,437	)		(25.9	) %

Capital

Consolidated shareholder’s equity of the Corporation was $378.5 million, or 11.9% of total assets as of September 30, 2016, as compared to $365.7 million, or 12.1% of total assets as of December 31, 2015. The following table presents the Corporation’s and Bank’s capital ratios and the minimum capital requirements to be considered “Well Capitalized” by regulators as of September 30, 2016 and December 31, 2015:

	Actual					Minimum to be Well Capitalized
(dollars in thousands)	Amount		Ratio			Amount		Ratio
September 30, 2016:
Total (Tier II) capital to risk weighted assets
Corporation	$	310,469		12.30	%	$	252,399		10.00	%
Bank		294,784		11.70	%		251,880		10.00	%
Tier I capital to risk weighted assets
Corporation		262,870		10.41	%		201,919		8.00	%
Bank		276,704		10.99	%		201,504		8.00	%
Common equity Tier I capital to risk weighted assets
Corporation		262,870		10.41	%		126,199		5.00	%
Bank		276,704		10.99	%		125,940		5.00	%
Tier I Leverage ratio (Tier I capital to total quarterly average assets)
Corporation		262,870		8.69	%		196,514		6.50	%
Bank		276,704		9.17	%		196,188		6.50	%
Tangible common equity to tangible assets⁽¹⁾
Corporation		252,459		8.28	%		—		—
Bank		269,336		8.85	%		—		—

December 31, 2015:
Total (Tier II) capital to risk weighted assets
Corporation	$	302,236		12.61	%	$	239,680		10.00	%
Bank		257,716		10.78	%		239,069		10.00	%
Tier I capital to risk weighted assets
Corporation		256,900		10.72	%		191,716		8.00	%
Bank		241,859		10.12	%		191,193		8.00	%
Common equity Tier I capital to risk weighted assets
Corporation		256,900		10.72	%		119,823		5.00	%
Bank		241,859		10.12	%		119,496		5.00	%
Tier I leverage ratio (Tier I capital to total quarterly average assets)
Corporation		256,900		9.02	%		185,127		6.50	%
Bank		241,859		8.51	%		184,734		6.50	%
Tangible common equity to tangible assets⁽¹⁾
Corporation		237,043		8.17	%		—		—
Bank		224,146		7.74	%		—		—

⁽¹⁾ There is no official regulatory guideline for the tangible common equity to tangible asset ratio.

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Both the Corporation and the Bank exceed the capital levels to be considered “well capitalized” that are required by their respective regulators at the end of each period presented. The capital ratios as of September 30, 2016 for the Corporation have decreased from their December 31, 2015 levels, primarily as a result of the increase in risk-weighted assets during the first nine months of 2016. The loan growth during the first nine months of 2016 accounted for the majority of the risk-weighted asset growth, as cash balances that were present as of December 31, 2015, which were risk-weighted at zero percent, were replaced largely by loans which are risk-weighted between 50% and 100%. In addition, the Corporation repurchased $8.1 million of treasury stock and issued dividends of $10.4 million during the nine months ended September 30, 2016, further reducing capital. These reductions were partially offset by the $26.6 million increase in retained earnings from net income for the first nine months of 2016. The capital levels of the Bank, which were affected by the same factors which reduced the Corporation’s capital levels, were increased as a result of the $15 million downstream of capital from the Corporation, which occurred during the first quarter of 2016. Neither the Corporation nor the Bank is under any agreement with regulatory authorities which would have a material effect on liquidity, capital resources or operations of the Corporation or the Bank.

Liquidity

The Corporation’s liquidity position is managed on a daily basis as part of the daily settlement function and continuously as part of the formal asset liability management process. The Bank’s liquidity is maintained by managing its core deposits as the primary source, purchasing federal funds, selling loans in the secondary market, borrowing from the FHLB and the Federal Reserve Bank, and purchasing and issuing wholesale certificates of deposit as its secondary sources.

Unused availability is detailed on the following table:

(dollars in millions)	Available Funds as of September 30, 2016		Percent of Total Borrowing Capacity			Available Funds as of December 31, 2015		Percent of Total Borrowing Capacity			Dollar Change		Percent Change
Federal Home Loan Bank of Pittsburgh	$	971.2		79.9	%	$	824.6		72.4	%	$	146.6		17.8	%
Federal Reserve Bank of Philadelphia		137.7		100.0	%		131.0		100.0	%		6.7		5.1	%
Fed Funds Lines (six banks)		79.0		100.0	%		34.0		53.1	%		45.0		132.4	%
Revolving line of credit with correspondent bank		5.0		100.0	%		5.0		100.0	%		0		0	%
	$	1,192.9		83.0	%	$	994.6		75.1	%	$	198.3		19.9	%

Quarterly, the ALCO reviews the Corporation’s liquidity needs and reports its findings to the Risk Management Committee of the Corporation’s Board of Directors.

The Corporation has an agreement with CDC to provide up to $5 million, excluding accrued interest, of money market deposits at an agreed upon rate currently at 0.45%. The Corporation had $538 thousand in balances, including accrued interest, as of September 30, 2016 under this program. The Corporation can request an increase in the agreement amount as it deems necessary. In addition, the Corporation has an agreement with IND to provide up to $40 million, excluding accrued interest, of money market and NOW funds at an agreed upon interest rate equal to the current Fed Funds rate plus 20 basis points. The Corporation had $38.3 million in balances as of September 30, 2016 under this program.

The Corporation continually evaluates the cost and mix of its retail and wholesale funding sources relative to earning assets and expected future earning-asset growth. The Corporation believes that with its current branch network, along with the available borrowing capacity at FHLB and other sources, it has sufficient capacity available to fund expected earning-asset growth.

Discussion of Segments

The Corporation has two principal segments as defined by FASB ASC 280, “Segment Reporting.” The segments are Banking and Wealth Management (see Note 10 in the accompanying Notes to Unaudited Consolidated Financial Statements).

The Wealth Management Segment, as discussed in the Non-Interest Income section above, recorded a pre-tax segment profit (“PTSP”) of $3.8 million for the three months ended September 30, 2016, as compared to PTSP of $4.0 million for the same period in 2015. The Wealth Management Segment provided 27.3% of the Corporation’s pre-tax profit for the three months ended September 30, 2016 as compared to 34.9% for the same period in 2015. The $267 thousand decrease in revenue for the segment largely accounted for the decrease in percentage of pre-tax profit contributed.

For the nine months ended September 30, 2016, the Wealth Management Segment recorded a PTSP of $10.8 million, as compared to $12.3 million for the same period in 2015. As a percentage of consolidated PTSP, the Wealth Management Segment provided 26.9% for the nine months ended September 30, 2016 as compared to 34.6% for the same period in 2015. The primary driver for the decrease was related to operating expense increases of $1.1 million.

The Banking Segment recorded a PTSP of $10.0 million and $29.3 million for the three and nine months ended September 30, 2016, respectively, as compared to PTSP of $7.5 million and $23.3 million for the same respective periods in 2015. The Banking Segment provided 72.7% and 73.1% of the Corporation’s pre-tax profit for the three and nine months ended September 30, 2016, respectively, as compared to 65.1% and 65.4% for the same respective periods in 2015.

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Off Balance Sheet Risk

The Corporation is a party to financial instruments with off-balance sheet risk in the normal course of business to meet the financing needs of its customers. These financial instruments include commitments to extend credit and standby letters of credit.

Commitments to extend credit are agreements to lend to a customer as long as there is no violation of any condition established in the loan agreement. Total commitments to extend credit at September 30, 2016 were $651.9 million, as compared to $634.2 million at December 31, 2015.

Standby letters of credit are conditional commitments issued by the Bank to a customer for a third party. Such standby letters of credit are issued to support private borrowing arrangements. The credit risk involved in issuing standby letters of credit is similar to that involved in granting loan facilities to customers. The Bank’s obligation under standby letters of credit at September 30, 2016 amounted to $15.0 million, as compared to $14.6 million at December 31, 2015.

Estimated fair values of the Corporation’s off-balance sheet instruments are based on fees and rates currently charged to enter into similar loan agreements, taking into account the remaining terms of the agreements and the counterparties’ credit standing. Since fees and rates charged for off-balance sheet items are at market levels when set, there is no material difference between the stated amount and the estimated fair value of off-balance sheet instruments.

Contractual Cash Obligations of the Corporation as of September 30, 2016:

(dollars in millions)	Total		Within 1 Year		2 – 3 Years		4 – 5 Years		After 5 Years
Deposits without a stated maturity	$	2,069.2	$	2,069.2	$	—	$	—	$	—
Wholesale and retail time deposits		408.7		299.3		101.3		8.1		—
Short-term borrowings		50.1		50.1		—		—		—
Long-term FHLB advances and other borrowings		204.8		70.0		104.8		30.0		—
Operating leases		32.6		4.3		8.1		6.4		13.8
Purchase obligations		8.1		2.3		2.9		2.9		—
Total	$	2,773.5	$	2,495.2	$	217.1	$	47.4	$	13.8

Other Information

Effects of Inflation

Inflation has some impact on the Corporation’s operating costs. Unlike many industrial companies, however, substantially all of the Corporation’s assets and liabilities are monetary in nature. As a result, interest rates have a more significant impact on the Corporation’s performance than the general level of inflation. Over short periods of time, interest rates may not necessarily move in the same direction or in the same magnitude as prices of goods and services.

Effects of Government Monetary Policies

The earnings of the Corporation are and will be affected by domestic economic conditions and the monetary and fiscal policies of the United States government and its agencies. An important function of the Federal Reserve Board is to regulate the money supply and interest rates. Among the instruments used to implement those objectives are open market operations in United States government securities and changes in reserve requirements against member bank deposits. These instruments are used in varying combinations to influence overall growth and distribution of bank loans, investments, and deposits, and their use may also affect rates charged on loans or paid for deposits.

The Corporation is a member of the Federal Reserve System and, therefore, the policies and regulations of the Federal Reserve Board have a significant effect on its deposits, loans and investment growth, as well as the rate of interest earned and paid, and are expected to affect the Corporation’s operations in the future. The effect of such policies and regulations upon the future business and earnings of the Corporation cannot be predicted.

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Special Cautionary Notice Regarding Forward Looking Statements

Certain of the statements contained in this Quarterly Report on Form 10-Q, including, without limitation, this Item 2 of Part I, may constitute forward-looking statements for the purposes of the Securities Act of 1933, as amended, and the Securities Exchange Act of 1934, as amended, and may involve known and unknown risks, uncertainties and other factors which may cause actual results, performance or achievements of the Corporation to be materially different from future results, performance or achievements expressed or implied by such forward-looking statements. These forward-looking statements include statements with respect to the Corporation’s financial goals, business plans, business prospects, credit quality, credit risk, reserve adequacy, liquidity, origination and sale of residential mortgage loans, mortgage servicing rights, the effect of changes in accounting standards, and market and pricing trends loss. The words “may”, “would”, “could”, “will”, “likely”, “expect,” “anticipate,” “intend”, “estimate”, “plan”, “forecast”, “project” and “believe” and similar expressions are intended to identify such forward-looking statements. The Corporation’s actual results may differ materially from the results anticipated by the forward-looking statements due to a variety of factors, including without limitation:

●

the effect of future economic conditions on the Corporation and its customers, including economic factors which affect consumer confidence in the securities markets, wealth creation, investment and savings patterns, the real estate market, and the Corporation’s interest rate risk exposure and credit risk;

●

changes in the securities markets with respect to the market values of financial assets and the stability of particular securities markets;

●

any future downgrades in the credit rating of the U.S. Government and federal agencies;

●

governmental monetary and fiscal policies, as well as legislation and regulatory changes;

●

results of examinations by the Federal Reserve Board, including the possibility that the Federal Reserve Board may, among other things, require us to increase our allowance for loan losses or to write down assets;

●

changes in accounting requirements or interpretations;

●

changes in existing statutes, regulatory guidance, legislation or judicial decisions that adversely affect our business, including changes in federal income tax, state income taxes, without limitation, the Pennsylvania Bank Shares Tax or other tax regulations;

●

the risks of changes in interest rates on the level and composition of deposits, loan demand, and the value of loan collateral and securities, as well as interest rate risk;

●

the effects of competition from other commercial banks, thrifts, mortgage companies, consumer finance companies, credit unions, securities brokerage firms, insurance companies, money-market and mutual funds and other institutions operating in the Corporation’s trade market area and elsewhere including institutions operating locally, regionally, nationally and internationally and such competitors offering banking products and services by mail, telephone, computer and the Internet;

●

any extraordinary events (such as natural disasters, acts of terrorism, wars or political conflicts);

●

the Corporation’s need for capital;

●

the Corporation’s success in continuing to generate new business in its existing markets, as well as its success in identifying and penetrating targeted markets and generating a profit in those markets in a reasonable time;

●

the Corporation’s ability to continue to generate investment results for customers and the ability to continue to develop investment products in a manner that meets customers’ needs;

●

differences in the actual financial results, cost savings, and revenue enhancements associated with our acquisitions;

●

changes in consumer and business spending, borrowing and savings habits and demand for financial services in our investment products in a manner that meets customers’ needs;

●

the Corporation’s timely development of competitive new products and services in a changing environment and the acceptance of such products and services by customers;

●

the Corporation’s ability to originate, sell and service residential mortgage loans;

●

the accuracy of assumptions underlying the establishment of reserves for loan losses and estimates in the value of collateral, the market value of mortgage servicing rights and various financial assets and liabilities;

●

the Corporation’s ability to retain key members of the senior management team;

●

the ability of key third-party providers to perform their obligations to the Corporation and the Bank;

●

technological changes being more difficult or expensive than anticipated;

●

material differences in the actual financial results of the Corporation’s merger and acquisition activities compared with expectations, such as with respect to the full realization of anticipated cost savings and revenue enhancements within the expected time frame; and

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●

the Corporation’s success in managing the risks involved in the foregoing.

All written or oral forward-looking statements attributed to the Corporation and the Bank are expressly qualified in their entirety by use of the foregoing cautionary statements. All forward-looking statements included in this Quarterly Report and incorporated documents are based upon the Corporation’s beliefs and assumptions as of the date of this Quarterly Report. The Corporation assumes no obligation to update any forward-looking statement. In light of these risks, uncertainties and assumptions, the forward-looking statements discussed in this Quarterly Report or incorporated documents might not occur and you should not put undue reliance on any forward-looking statements.

ITEM 3. Quantitative and Qualitative Disclosures About Market Risks

See the discussion of quantitative and qualitative disclosures about market risks in the Corporation’s 2015 Annual Report, as updated by the disclosure in “Management’s Discussion and Analysis of Results of Operations – Interest Rate Summary,” “– Summary of Interest Rate Simulation,” and “– Gap Analysis” in this quarterly report on Form 10-Q.

ITEM 4. Controls and Procedures

As of the end of the period covered by this report, the Corporation carried out an evaluation, under the supervision and with the participation of the Corporation’s management, including the Corporation’s Chief Executive Officer, Francis J. Leto, and Chief Financial Officer, Michael W. Harrington, of the effectiveness of the design and operation of the Corporation’s disclosure controls and procedures as defined in the Exchange Act Rules 13a-15(e) and 15d-15(e). Based upon the evaluation, the Chief Executive Officer and Chief Financial Officer concluded that the Corporation’s disclosure controls and procedures were effective as of September 30, 2016.

There were no changes in the Corporation’s internal controls over financial reporting during the last fiscal quarter that materially affected, or are reasonably likely to materially affect, the Corporation’s internal control over financial reporting.

PART II OTHER INFORMATION.

ITEM 1. Legal Proceedings.

None.

ITEM 1A. Risk Factors
None.

ITEM 2. Unregistered Sales of Equity Securities and Use of Proceeds

Share Repurchase

The following table presents the shares repurchased by the Corporation during the third quarter of 2016⁽¹⁾:

Period	Total Number of Shares Purchased⁽²⁾⁽³⁾		Average Price Paid Per Share		Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs		Maximum Number of Shares that May Yet Be Purchased Under the Plan or Programs
July 1, 2016 – July 31, 2016		2,477	$	29.10		—		189,300
August 1, 2016 – August 31, 2016		18,615	$	30.76		—		189,300
September 1, 2016 – September 30, 2016		1,579	$	31.65		—		189,300
Total		22,671	$	30.64		—		189,300

(1)

(2)

On July 1, 2016, 1,118 shares were purchased by the Corporation’s deferred compensation plans through open market transactions.

(3)

Includes shares purchased to cover statutory tax withholding requirements on vested stock awards for certain officers of the Corporation or Bank as follows: 1,359 shares on July 27, 2016; 18,615 shares on August 15, 2016; 451 shares on September 2, 2016; 1,128 shares on September 15, 2016.

ITEM 3. Defaults Upon Senior Securities

None.

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ITEM 4. Mine Safety Disclosures.
Not applicable.

ITEM 5. Other Information

On November 2, 2016, the Bank entered into its standard form of Executive Change-of-Control Severance Agreement (the “Agreement”) with Harry R. Madeira, Executive Vice President and head of the Bank’s Wealth Management Division. The Agreement provides for Mr. Madeira to receive certain severance payments and benefits if he is subject to a Termination upon Change of Control, as described below and more fully defined in the Agreement. Pursuant to the Agreement, a Termination upon Change of Control will occur in the event that Mr. Madeira is subject to, within two (2) years after a Change of Control, a Separation from Service that is either (i) initiated by the Bank for any reason other than Mr. Madeira’s continuous illness, injury or incapacity for a period of six consecutive months or for “cause,” as defined therein, or (ii) initiated by Mr. Madeira following (a) a significant reduction of his authority, duties or responsibilities; (b) any removal from his position as an officer of the Corporation, the Bank or its subsidiaries; (c) any reduction in his Base Salary, as defined; (d) any revocation or modification of the AIP (annual incentive plan as more fully described in the Agreement) or Stock Plan, as defined therein, or any action taken pursuant to the terms of either plan, which, subject to certain limitations, materially (x) reduces Mr. Madeira’s compensation thereunder, or (y) increases the compensation payable to other participants but not to Mr. Madeira; (e) a transfer of Mr. Madeira to a location outside of Bryn Mawr, PA, the general area of Mr. Madeira’s principal place of business, or reasonable commuting distance; (f) any substantial increase in Mr. Madeira’s business travel requirements; or (g) the failure of the Bank to require any successor of the Bank or the Corporation to become jointly and severally obligated with the Bank to perform the Agreement.

In the event of such a Termination upon Change of Control, the Bank or any successor thereto, will be obligated to pay to Mr. Madeira (i) cash equal to three (3) times Mr. Madeira’s Base Salary in effect either immediately prior to the Separation from Service or immediately prior to the Change of Control, whichever is higher; (ii) in relation to Mr. Madeira’s outstanding and unexercised stock options, whether vested or unvested, any excess amount of the aggregate fair market value of the Corporation’s shares underlying such stock options over the aggregate exercise price of such stock options; (iii) the cash value of any unused vacation pay; and (iv) all awards and payments earned by Mr. Madeira under any annual incentive plan, both in respect of complete plan periods any incomplete fiscal year periods, prior to the Termination Date, as defined therein. For a period of thirty-six months after the Termination Date, the Bank must also provide medical, dental, life and disability insurance benefits, and payment for reasonable career counseling services. Mr. Madeira is not required to mitigate the amount of any payment or benefit provided for in the Agreement by seeking other employment or otherwise.

To the extent that the payments made pursuant to the Agreement, when aggregated with all other payments made to Mr. Madeira by the Bank or the Corporation, will be deemed an “excess parachute payment” in accordance with Section 280G of the Internal Revenue Code of 1986, as amended, and be subject to the excise tax provided under Section 4999 thereof, all sums payable under the Agreement will be reduced in such manner and to such extent so that no “excess parachute payment” shall be made. In the event that a reduction of payment is necessary, Mr. Madeira in his sole discretion shall determine which and how much of the payments to be made under the Agreement shall be eliminated or reduced.

The term of the Agreement is initially three (3) years to be automatically extended for additional one-year periods unless at least one year’s written notice of termination is provided to Mr. Madeira by the Bank, provided that (i) after a Change of Control during the term of the Agreement, the Agreement is to remain in effect for a period of two (2) years and until all of the obligations of the parties thereunder are satisfied or have expired, and (ii) the Agreement terminates automatically if, prior to the Change of Control, Mr. Madeira’s employment with the Bank or any of its subsidiaries terminates for any reason.

The foregoing summary of the Agreement is not complete and is qualified in its entirety by reference to the complete text of the Agreement, which is filed as Exhibit 10.4 of this Form 10-Q and incorporated herein by reference.

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ITEM 6. Exhibits

Exhibit No.		Description and References

3.1		Amended and Restated By-Laws, effective November 20, 2007, incorporated by reference to Exhibit 3.2 of the Corporation’s Form 8-K filed with the SEC on November 21, 2007
3.2		Amended and Restated Articles of Incorporation, effective November 21, 2007, incorporated by reference to Exhibit 3.1 of the Corporation’s Form 8-K filed with the SEC on November 21, 2007
10.1		Employment Letter Agreement, dated July 7, 2016, by and between The Bryn Mawr Trust Company and Denise Rinear, filed herewith
10.2		Executive Change-in-Control Severance Agreement, dated as of August 1, 2016, by and between The Bryn Mawr Trust Company and Denise Rinear, filed herewith
10.3		Employee Restrictive Covenant Agreement, dated August 1, 2016, by and between The Bryn Mawr Trust Company and Denise Rinear, filed herewith
10.4		Executive Change-in-Control Severance Agreement, dated as of November 2, 2016, by and between The Bryn Mawr Trust Company and Harry R. Madeira, Jr., filed herewith
31.1		Certification of the Chief Executive Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002, filed herewith
31.2		Certification of the Chief Financial Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002, filed herewith
32.1		Certification of Chief Executive Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, filed herewith
32.2		Certification of Chief Financial Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, filed herewith
101.INS XBRL		Instance Document, filed herewith
101.SCH XBRL		Taxonomy Extension Schema Document, filed herewith
101.CAL XBRL		Taxonomy Extension Calculation Linkbase Document, filed herewith
101.DEF XBRL		Taxonomy Extension Definition Linkbase Document, filed herewith
101.LAB XBRL		Taxonomy Extension Label Linkbase Document, filed herewith
101.PRE XBRL		Taxonomy Extension Presentation Linkbase Document, filed herewith

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Signatures

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this Report to be signed on its behalf by the undersigned, thereunto duly authorized.

	Bryn Mawr Bank Corporation

Date: November 4, 2016	By:	/s/ Francis J. Leto
		Francis J. Leto
		President & Chief Executive Officer
		(Principal Executive Officer)

Date: November 4, 2016	By:	/s/ Michael W. Harrington
		Michael W. Harrington
		Chief Financial Officer
		(Principal Financial and Accounting Officer)

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Form 10-Q

Index to Exhibits

Exhibit No.		Description and References

3.1		Amended and Restated By-Laws, effective November 20, 2007, incorporated by reference to Exhibit 3.2 of the Corporation’s Form 8-K filed with the SEC on November 21, 2007
3.2		Amended and Restated Articles of Incorporation, effective November 21, 2007, incorporated by reference to Exhibit 3.1 of the Corporation’s Form 8-K filed with the SEC on November 21, 2007
10.1		Employment Letter Agreement, dated July 7, 2016, by and between The Bryn Mawr Trust Company and Denise Rinear, filed herewith
10.2		Executive Change-in-Control Severance Agreement, dated as of August 1, 2016, by and between The Bryn Mawr Trust Company and Denise Rinear, filed herewith
10.3		Employee Restrictive Covenant Agreement, dated August 1, 2016, by and between The Bryn Mawr Trust Company and Denise Rinear, filed herewith
10.4		Executive Change-in-Control Severance Agreement, dated as of November 2, 2016, by and between The Bryn Mawr Trust Company and Harry R. Madeira, Jr., filed herewith
31.1		Certification of the Chief Executive Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002, filed herewith
31.2		Certification of the Chief Financial Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002, filed herewith
32.1		Certification of Chief Executive Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, filed herewith
32.2		Certification of Chief Financial Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, filed herewith
101.INS XBRL		Instance Document, filed herewith
101.SCH XBRL		Taxonomy Extension Schema Document, filed herewith
101.CAL XBRL		Taxonomy Extension Calculation Linkbase Document, filed herewith
101.DEF XBRL		Taxonomy Extension Definition Linkbase Document, filed herewith
101.LAB XBRL		Taxonomy Extension Label Linkbase Document, filed herewith
101.PRE XBRL		Taxonomy Extension Presentation Linkbase Document, filed herewith

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