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~~March 31~~ June 30, 2017

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~~check mark whether the registrant is a large accelerated filer, an accelerated filer, or a non-accelerated filer, smaller reporting company, or an emerging growth company. See ~~definition~~the definitions of ~~“accelerated filer”,~~ “large accelerated ~~filer”,~~filer,” “accelerated filer,” “smaller reporting ~~company”,~~company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer	~~Large accelerated filer ☐ Accelerated filer ☒~~ ~~Non-accelerated filer ☐ Smaller reporting company ☐ Emerging growth company~~ ☐	Accelerated filer	☒

Non-accelerated filer	☐	Smaller reporting company	☐
(Do not check if a smaller reporting company)
		Emerging growth company	☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

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~~May~~August 2, 2017
Common Stock, par value $1		~~16,987,574~~17,001,099

Table of Contents

BRYN MAWR BANK CORPORATION AND SUBSIDIARIES

FORM 10-Q

QUARTER ENDED~~March 31~~June 30, 2017

Index


PART I -	FINANCIAL INFORMATION	~~Page 3~~

ITEM 1.	Financial Statements (unaudited)	~~Page 3~~

	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 3843

ITEM 3.	Quantitative and Qualitative Disclosures About Market Risk	Page 5661

ITEM 4.	Controls and Procedures	Page 5661

PART II -	OTHER INFORMATION	Page 5662

ITEM 1.	Legal Proceedings	Page 5662

ITEM 1A.	Risk Factors	Page 5662

ITEM 2.	Unregistered Sales of Equity Securities and Use of Proceeds	Page 5662

ITEM 3.	Defaults Upon Senior Securities	Page 5662

ITEM 4.	Mine Safety Disclosures	Page 5662

ITEM 5.	Other Information	Page 5662

ITEM 6.	Exhibits	Page 5763

Table of Contents

PART I.~~PAR~~FIN~~T I. FINANCIAL~~ANCIAL INFORMATION

ITEM 1. ~~Financial~~Financial Statements

BRYN MAWRMAWR BANK CORPORATION AND SUBSIDIARIES

Consolidated Balance Sheets - Unaudited

(unaudited)

March 31,

December 31,

(dollars in thousands)

2017

2016

Assets

Cash and due from banks
$ 17,457 $ 16,559
Interest bearing deposits with banks
69,978 34,206
Cash and cash equivalents
87,435 50,765
Investment securities available for sale, at fair value (amortized cost of $392,326 and $568,890as of March 31, 2017 and December 31, 2016 respectively)
391,028 566,996
Investment securities held to maturity, at amortized cost (fair value of $5,116 and $2,818as of March 31, 2017 and December 31, 2016, respectively)
5,194 2,879
Investment securities, trading
4,138 3,888
Loans held for sale
3,015 9,621
Portfolio loans and leases, originated
2,286,814 2,240,987
Portfolio loans and leases, acquired
268,775 294,438
Total portfolio loans and leases
2,555,589 2,535,425
Less: Allowance for originated loan and lease losses
(17,069 ) (17,458 )
Less: Allowance for acquired loan and lease losses
(38 ) (28 )
Total allowance for loans and lease losses
(17,107 ) (17,486 )
Net portfolio loans and leases
2,538,482 2,517,939
Premises and equipment, net
40,515 41,778
Accrued interest receivable
8,392 8,533
Mortgage servicing rights
5,686 5,582
Bank owned life insurance
39,479 39,279
Federal Home Loan Bank stock
8,505 17,305
Goodwill
104,765 104,765
Intangible assets
19,864 20,405
Other investments
8,716 8,627
Other assets
27,403 23,168
Total assets
$ 3,292,617 $ 3,421,530
Liabilities

Deposits:

Non-interest-bearing
$ 771,556 $ 736,180
Interest-bearing
1,865,009 1,843,495
Total deposits
2,636,565 2,579,675

Short-term borrowings
23,613 204,151
Long-term FHLB advances
174,711 189,742
Subordinated notes
29,546 29,532
Accrued interest payable
2,722 2,734
Other liabilities
37,365 34,569
Total liabilities
2,904,522 3,040,403
Shareholders' equity

Common stock, par value $1; authorized 100,000,000 shares;issued 21,141,146 and 21,110,968 shares as of March 31, 2017 and December 31, 2016, respectively,and outstanding of 16,969,451 and 16,939,715 as of March 31, 2017 and December 31, 2016, respectively
21,141 21,111
Paid-in capital in excess of par value
233,910 232,806
Less: Common stock in treasury at cost - 4,171,695 and 4,171,253 shares as of March 31, 2017and December 31, 2016, respectively
(66,969 ) (66,950 )
Accumulated other comprehensive loss, net of tax
(1,990 ) (2,409 )
Retained earnings
202,003 196,569
Total shareholders' equity
388,095 381,127
Total liabilities and shareholders' equity
$ 3,292,617 $ 3,421,530

	(unaudited)
	June 30,			December 31,
(dollars in thousands)	2017			2016
Assets
Cash and due from banks	$	19,352		$	16,559
Interest bearing deposits with banks		30,806			34,206
Cash and cash equivalents		50,158			50,765
Investment securities available for sale, at fair value (amortized cost of $444,354 and $568,890as of June 30, 2017 and December 31, 2016 respectively)		443,687			566,996
Investment securities held to maturity, at amortized cost (fair value of $5,102 and $2,818as of June 30, 2017 and December 31, 2016, respectively)		5,161			2,879
Investment securities, trading		4,021			3,888
Loans held for sale		8,590			9,621
Portfolio loans and leases, originated		2,409,964			2,240,987
Portfolio loans and leases, acquired		256,687			294,438
Total portfolio loans and leases		2,666,651			2,535,425
Less: Allowance for originated loan and lease losses		(16,374	)		(17,458	)
Less: Allowance for acquired loan and lease losses		(25	)		(28	)
Total allowance for loans and lease losses		(16,399	)		(17,486	)
Net portfolio loans and leases		2,650,252			2,517,939
Premises and equipment, net		44,446			41,778
Accrued interest receivable		8,717			8,533
Mortgage servicing rights		5,683			5,582
Bank owned life insurance		39,680			39,279
Federal Home Loan Bank stock		15,168			17,305
Goodwill		107,127			104,765
Intangible assets		22,084			20,405
Other investments		8,682			8,627
Other assets		24,763			23,168
Total assets	$	3,438,219		$	3,421,530
Liabilities
Deposits:
Non-interest-bearing	$	818,475		$	736,180
Interest-bearing		1,863,288			1,843,495
Total deposits		2,681,763			2,579,675

Short-term borrowings		130,295			204,151
Long-term FHLB advances		164,681			189,742
Subordinated notes		29,559			29,532
Accrued interest payable		2,830			2,734
Other liabilities		34,114			34,569
Total liabilities		3,043,242			3,040,403
Shareholders' equity
Common stock, par value $1; authorized 100,000,000 shares;issued 21,162,457 and 21,110,968 shares as of June 30, 2017 and December 31, 2016, respectively,and outstanding of 16,989,849 and 16,939,715 as of June 30, 2017 and December 31, 2016, respectively		21,162			21,111
Paid-in capital in excess of par value		234,654			232,806
Less: Common stock in treasury at cost - 4,172,608 and 4,171,253 shares as of June 30, 2017and December 31, 2016, respectively		(67,091	)		(66,950	)
Accumulated other comprehensive loss, net of tax		(1,564	)		(2,409	)
Retained earnings		207,816			196,569
Total shareholders' equity		394,977			381,127
Total liabilities and shareholders' equity	$	3,438,219		$	3,421,530

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 March 31,					Three Months Ended June 30,						Six Months Ended June 30,
	2017		2016			2017			2016			2017			2016
(dollars in thousands, except per share data)
Interest income:
Interest and fees on loans and leases	$	28,482	$	26,696		$	29,143		$	27,679		$	57,625		$	54,375
Interest on cash and cash equivalents		66		46			35			42			101			88
Interest on investment securities:
Taxable		1,623		1,351			1,906			1,384			3,529			2,735
Non-taxable		110		128			101			126			211			254
Dividends		45		48			52			55			97			103
Total interest income		30,326		28,269			31,237			29,286			61,563			57,555
Interest expense:
Interest on deposits		1,828		1,076			1,983			1,402			3,811			2,478
Interest on short-term borrowings		27		17			237			20			264			37
Interest on FHLB advances and other borrowings		698		908			682			867			1,380			1,775
Interest on subordinated notes		370		366			370			370			740			736
Total interest expense		2,923		2,367			3,272			2,659			6,195			5,026
Net interest income		27,403		25,902			27,965			26,627			55,368			52,529
Provision for loan and lease losses		291		1,410			(83	)		445			208			1,855
Net interest income after provision for loan and lease losses		27,112		24,492			28,048			26,182			55,160			50,674
Non-interest income:
Fees for wealth management services		9,303		8,832			9,807			9,431			19,110			18,263
Insurance commissions		763		1,276			943			845			1,706			2,121
Capital markets revenue							953			-			953			-
Service charges on deposits		647		702			630			713			1,277			1,415
Loan servicing and other fees		503		492			519			539			1,022			1,031
Net gain on sale of loans		629		705			520			857			1,149			1,562
Net gain (loss) on sale of investment securities available for sale		1		(15	)
Net (loss) gain on sale of investment securities available for sale							-			(43	)		1			(58	)
Net loss on sale of other real estate owned ("OREO")		-		(76	)		(12	)		-			(12	)		(76	)
Dividends on FHLB and FRB stock		214		214			218			263			432			477
Other operating income		1,167		1,023			1,207			1,176			2,374			2,199
Total non-interest income		13,227		13,153			14,785			13,781			28,012			26,934
Non-interest expenses:
Salaries and wages		12,450		11,738			13,580			12,197			26,030			23,935
Employee benefits		2,559		2,485			2,475			2,436			5,034			4,921
Occupancy and bank premises		2,526		2,488			2,247			2,367			4,773			4,855
Furniture, fixtures, and equipment		1,974		1,919			1,869			1,895			3,843			3,814
Advertising		386		284			405			372			791			656
Amortization of intangible assets		693		891			687			889			1,380			1,780
Impairment of mortgage servicing rights							43			599			46			682
Due diligence, merger-related and merger integration expenses		511		-			1,236			-			1,747			-
Professional fees		711		813			1,049			946			1,760			1,759
Pennsylvania bank shares tax		664		638			297			640			961			1,278
Information technology		874		1,048			821			875			1,695			1,923
Other operating expenses		3,312		2,692			3,786			3,004			7,095			5,613
Total non-interest expenses		26,660		24,996			28,495			26,220			55,155			51,216

Income before income taxes		13,679		12,649			14,338			13,743			28,017			26,392
Income tax expense		4,635		4,328			4,905			4,810			9,540			9,137
Net income	$	9,044	$	8,321		$	9,433		$	8,933		$	18,477		$	17,255

Basic earnings per common share	$	0.53	$	0.49		$	0.56		$	0.53		$	1.09		$	1.03
Diluted earnings per common share	$	0.53	$	0.49		$	0.55		$	0.52		$	1.07		$	1.02
Dividends declared per share	$	0.21	$	0.20		$	0.21		$	0.20		$	0.42		$	0.40

Weighted-average basic shares outstanding		16,954,132		16,848,202			16,984,563			16,812,219			16,969,431			16,830,211
Dilutive shares		228,557		34,991			248,204			215,200			238,381			123,905
Adjusted weighted-average diluted shares		17,182,689		16,883,193			17,232,767			17,027,419			17,207,812			16,954,116

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 March 31,						Three Months Ended June 30,				Six Months Ended June 30,
	2017			2016			2017		2016		2017			2016

Net income	$	9,044		$	8,321		$	9,433	$	8,933	$	18,477		$	17,255

Other comprehensive income (loss):
Net change in unrealized gains (losses) on investment securities available for sale:
Net unrealized gains arising during the period, net of tax expense of $208 and $1,040, respectively		388			1,912
Less: reclassification adjustment for net losses (gains) on sales realized in net income, net of tax (benefit) expense of $0 and $(6), respectively		(1	)		9
Unrealized investment gains, net of tax expense of $208 and $1,046, respectively		387			1,921
Net unrealized gains arising during the period, net of tax expense of $221, $537,$430, and $1,588, respectively								411		942		799			2,853
Less: reclassification adjustment for net losses (gains) on sales realized in net income, net of tax (benefit) expense of $0, $(15) ,$0,and $(20), respectively								-		28		(1	)		38
Unrealized investment gains, net of tax expense of $221, $522, $430 and $1,568, respectively								411		970		798			2,891
Net change in unfunded pension liability:
Change in unfunded pension liability related to unrealized loss, prior service cost and transition obligation,net of tax expense (benefit) of $17 and $(4), respectively		32			(7	)
Change in unfunded pension liability related to unrealized loss, prior service cost and transition obligation,net of tax expense (benefit) of $9, $9, $25 and $5, respectively								15		16		47			9
Total other comprehensive income		419			1,914			426		986		845			2,900

Total comprehensive income	$	9,463		$	10,235		$	9,859	$	9,919	$	19,322		$	20,155

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)	Three Months Ended March 31,						Six Months Ended June 30,
	2017			2016			2017			2016
Operating activities:
Net Income	$	9,044		$	8,321		$	18,477		$	17,255
Adjustments to reconcile net income to net cash provided by operating activities:
Provision for loan and lease losses		291			1,410			208			1,855
Depreciation of fixed assets		1,392			1,422			2,792			2,818
Net amortization of investment premiums and discounts		673			779			1,352			1,589
Net (gain) loss on sale of investment securities available for sale		(1	)		15			(1	)		58
Net gain on sale of loans		(629	)		(760	)		(1,149	)		(1,656	)
Stock based compensation cost		484			403			915			789
Amortization and net impairment of mortgage servicing rights		172			219			387			998
Net accretion of fair value adjustments		(795	)		(1,124	)		(1,264	)		(2,310	)
Amortization of intangible assets		693			891			1,381			1,780
Impairment of other real estate owned ("OREO") and other repossessed assets								200			-
Net loss on sale of OREO		-			76			12			76
Net increase in cash surrender value of bank owned life insurance ("BOLI")		(200	)		(245	)		(401	)		(465	)
Other, net		(6,380	)		(5,340	)		(1,810	)		(2,651	)
Loans originated for resale		(26,064	)		(27,183	)		(57,248	)		(63,480	)
Proceeds from loans sold		33,023			28,864			58,940			61,739
Provision for deferred income taxes		167			(60	)		614			225
Change in income taxes payable/receivable		4,324			2,738			(3,580	)		1,278
Change in accrued interest receivable		141			(336	)		(184	)		(275	)
Change in accrued interest payable		(12	)		(557	)		96			(5	)
Net cash provided by operating activities		16,323			9,533			19,737			19,618

Investing activities:
Purchases of investment securities available for sale		(42,842	)		(45,507	)		(115,841	)		(75,999	)
Purchases of investment securities held to maturity		(2,335	)		-			(2,335	)		(2,928	)
Proceeds from maturity and paydowns of investment securities available for sale		217,539			13,955			234,043			28,358
Proceeds from maturity and paydowns of investment securities held to maturity		15			-			42			18
Proceeds from sale of investment securities available for sale		65			65			130			132
Net change in FHLB stock		8,800			800			2,137			2,324
Proceeds from calls of investment securities		1,134			16,795			4,864			33,801
Proceeds from sales of other investments		-			-
Net change in other investments		(89	)		973			(55	)		738
Purchase of domain name		(152	)					(152	)		-
Net portfolio loan and lease originations		(20,108	)		(109,322	)		(131,702	)		(153,480	)
Purchases of premises and equipment		(162	)		(828	)		(3,731	)		(1,152	)
Acquisitions, net of cash acquired								(4,792	)		-
Capitalize costs to OREO								-			(28	)
Proceeds from sale of OREO		39			1,806			68			1,806
Net cash provided by (used in) investing activities		161,904			(121,263	)
Net cash used in investing activities								(17,324	)		(166,410	)

Financing activities:
Change in deposits		56,909			91,427			102,125			157,137
Change in short-term borrowings		(180,538	)		(57,146	)		(73,856	)		(75,037	)
Dividends paid		(3,559	)		(3,357	)		(7,127	)		(6,732	)
Change in long-term FHLB advances and other borrowings		(15,000	)		(5,000	)		(25,000	)		(30,000	)
Cash payments to taxing authorities on employees' behalf from shares withheld from stock-based compensation		(19	)		(25	)		(98	)		(63	)
Net (purchase of) proceeds from sale of treasury stock for deferred compensation plans								(69	)		(65	)
Net purchase of treasury stock through publicly announced plans		-			(7,971	)		-			(7,971	)
Proceeds from exercise of stock options		650			283			1,005			647
Net cash (used in) provided by financing activities		(141,557	)		18,211			(3,020	)		37,916

Change in cash and cash equivalents		36,670			(93,519	)		(607	)		(108,876	)
Cash and cash equivalents at beginning of period		50,765			143,067			50,765			143,067
Cash and cash equivalents at end of period	$	87,435		$	49,548		$	50,158		$	34,191

Supplemental cash flow information:
Cash paid during the year for:
Income taxes	$	117		$	1,651		$	12,481		$	7,712
Interest	$	2,935		$	2,924		$	6,099		$	5,031

Non-cash information:
Change in other comprehensive loss	$	419		$	1,914		$	845		$	2,900
Change in deferred tax due to change in other comprehensive loss	$	225		$	1,042
Change in deferred tax due to change in comprehensive income							$	455		$	1,573
Transfer of loans to other real estate owned and repossessed assets							$	309		$	-
Acquisition of noncash assets and liabilities:
Assets acquired							$	7,284		$	-
Liabilities assumed							$	2,492		$	-

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 Three Months Ended March 31, 2017

Shares of Common Stock Issued

Common
Stock

Paid-in
Capital

Treasury Stock

Accumulated Other Comprehensive Loss

Retained Earnings

Total Shareholders' Equity

Balance December 31, 2016
21,110,968 $ 21,111 $ 232,806 $ (66,950 ) $ (2,409 ) $ 196,569 $ 381,127
Net income
- - - - 9,044 9,044
Dividends declared, $0.21 per share
- - - - (3,610 ) (3,610 )
Other comprehensive income, net of tax expense of $225
- - - 419 - 419
Stock based compensation
- 484 - - - 484
Net purchase of treasury stock from stock awards for statutory tax withholdings
- - (19 ) - - (19 )
Common stock issued through share-based awards and options exercises
30,178 30 620 - - - 650
Balance March 31, 2017
21,141,146 $ 21,141 $ 233,910 $ (66,969 ) $ (1,990 ) $ 202,003 $ 388,095

(dollars in thousands, except per share information)

	For the Six Months Ended June 30, 2017
	Shares of Common Stock Issued			Common Stock			Paid-in Capital			Treasury Stock			Accumulated Other Comprehensive Loss			Retained Earnings			Total Shareholders' Equity

Balance December 31, 2016		21,110,968		$	21,111		$	232,806		$	(66,950	)	$	(2,409	)	$	196,569		$	381,127
Net income		-			-			-			-			-			18,477			18,477
Dividends declared, $0.42 per share		-			-			-			-			-			(7,230	)		(7,230	)
Other comprehensive income, net of tax expense of $455		-			-			-			-			845			-			845
Stock based compensation		-			-			915			-			-			-			915
Form S-4 stock issuance costs		-			-			(108	)		-			-						(108	)
Retirement of treasury stock		(2,628	)		(3	)		(23	)		26			-			-			-
Net purchase of treasury stock from stock awards for statutory tax withholdings		-			-			-			(98	)		-			-			(98	)
Net purchase of treasury stock for deferred compensation trusts		-			-			-			(69	)		-			-			(69	)
Common stock issued through share-based awards and options exercises		54,117			54			1,064			-			-			-			1,118
Balance June 30, 2017		21,162,457		$	21,162		$	234,654		$	(67,091	)	$	(1,564	)	$	207,816		$	394,977

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

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BRYN MAWR BANK CORPORATION AND SUBSIDIARIES

Notes toConsolidated Financial~~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, 2016 (the “2016 Annual Report”).

The results of operations for the three and six months ended ~~March 31,~~June 30, 2017 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

March 31,

(dollars in thousands except per share data)

2017

2016

Numerator:

Net income available to common shareholders
$ 9,044 $ 8,321
Denominator for basic earnings per share –weighted average shares outstanding
16,954,132 16,848,202
Effect of dilutive common shares
228,557 34,991
Denominator for diluted earnings per share – adjusted weighted average shares outstanding
17,182,689 16,883,193
Basic earnings per share
$ 0.53 $ 0.49
Diluted earnings per share
$ 0.53 $ 0.49
Anti-dilutive shares excluded from computation of average dilutive earnings per share
— —

	Three Months Ended				Six Months Ended
	June 30,				June 30,
(dollars in thousands except per share data)	2017		2016		2017		2016
Numerator:
Net income available to common shareholders	$	9,433	$	8,933	$	18,477	$	17,255
Denominator for basic earnings per share –weighted average shares outstanding		16,984,563		16,812,219		16,969,431		16,830,211
Effect of dilutive common shares		248,204		215,200		238,381		123,905
Denominator for diluted earnings per share – adjusted weighted average shares outstanding		17,232,767		17,027,419		17,207,812		16,954,116
Basic earnings per share	$	0.56	$	0.53	$	1.09	$	1.03
Diluted earnings per share	$	0.55	$	0.52	$	1.07	$	1.02
Antidilutive shares excluded from computation of average dilutive earnings per share		—		—		—		—

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Note 3 - Business Combinations

Harry R. Hirshorn & Company, Inc., d/b/a Hirshorn Boothby (“Hirshorn”)

The acquisition of Hirshorn, an insurance agency headquartered in the Chestnut Hill section of Philadelphia, was completed on May 24, 2017. Immediately after the acquisition, Hirshorn was merged into the Bank’s existing insurance subsidiary, Powers Craft Parker and Beard, Inc. The consideration paid by the Bank was $7.5 million, of which $5.8 million was paid at closing, with three contingent cash payments, not to exceed $575 thousand each, to be payable on each of May 24, 2018, May 24, 2019, and May 24, 2020, subject to the attainment of certain revenue targets during the related periods. The acquisition enhanced the Bank’s ability to offer comprehensive insurance solutions to both individual and business clients and continues the strategy of selectively establishing specialty offices in targeted areas.

In connection with the Hirshorn 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 the resulting goodwill recorded:

(dollars in thousands)
Consideration paid:
Cash paid at closing	$	5,770
Contingent payment liability (present value)		1,690
Value of consideration		7,460

Assets acquired:
Cash operating accounts		978
Intangible assets – trade name		195
Intangible assets – customer relationships		2,672
Intangible assets – non-competition agreements		41
Premises and equipment		1,795
Accounts receivable		192
Other assets		27
Total assets		5,900

Liabilities assumed:
Accounts payable		800
Other liabilities		2
Total liabilities		802

Net assets acquired		5,098

Goodwill resulting from acquisition ofHirshorn	$	2,362

Pending Business Combination – Royal Bancshares of Pennsylvania, Inc.

On January 30, 2017, the Corporation entered into a definitive Agreement and Plan of Merger to acquire Royal Bancshares of Pennsylvania, Inc. (“RBPI”), parent company of Royal Bank America (“RBA”), in a transaction with an aggregate value of $127.7 million (the ~~“Acquisition”~~“RBPI Acquisition”). In connection with the Acquisition, RBPI will merge with and into the Corporation and RBA will merge with and into the Bank. The RBPI Acquisition, which is expected to add approximately $602 million in loans and $630 million in deposits (based on December 31, 2016 financial information), strengthens the Corporation’s position as the largest community bank in Philadelphia’s western suburbs and, based on deposits, ranks it as the eighth largest community bank headquartered in Pennsylvania. The RBPI Acquisition, which will expand the Corporation's distribution network by providing entry into the new markets of New Jersey and Berks County, Pennsylvania, and an expanded physical presence in Philadelphia County, Pennsylvania, is expected to close during the third quarter of 2017.

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Due Diligence, Merger-Related and Merger IntegrationExpenses

Due diligence, merger-related and merger integration expenses may 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:

	Three Months EndedMarch 31,				Three Months Ended June 30,				Six Months Ended June 30,
(dollars in thousands)	2017		2016		2017		2016		2017		2016
Salaries and wages					$	320	$	—	$	400	$	—
Employee benefits						5		—		5		—
Advertising						19		—		19		—
Professional fees	$	396	$	—		542		—		938		—
Salaries and wages		80		—
Information technology						259		—		259		—
Other		35		—		91		—		126		—
Total due diligence and merger-related expenses	$	511	$	—	$	1,236	$	—	$	1,747	$	—

Note 4 - Investment Securities

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

As of~~March 31,~~June 30, 2017

(dollars in thousands)	Amortized Cost		Gross Unrealized Gains		Gross Unrealized Losses			Fair Value		Amortized Cost		Gross Unrealized Gains		Gross Unrealized Losses			Fair Value
U.S. Treasury securities	$	101	$	—	$	—		$	101	$	101	$	—	$	—		$	101
Obligations of the U.S. government and agencies		101,279		161		(964	)		100,476		127,167		196		(895	)		126,468
Obligations of state and political subdivisions		30,949		56		(65	)		30,940		27,470		47		(35	)		27,482
Mortgage-backed securities		197,224		1,281		(1,085	)		197,420		230,137		1,338		(858	)		230,617
Collateralized mortgage obligations		46,253		87		(864	)		45,476		43,211		68		(730	)		42,549
Other investments		16,520		177		(82	)		16,615		16,268		238		(36	)		16,470

Total	$	392,326	$	1,762	$	(3,060	)	$	391,028	$	444,354	$	1,887	$	(2,554	)	$	443,687

As of December 31,2016

(dollars in thousands)	Amortized Cost		Gross Unrealized Gains		Gross Unrealized Losses			Fair Value
U.S. Treasury securities	$	200,094	$	3	$	—		$	200,097
Obligations of the U.S. government and agencies		83,111		167		(1,080	)		82,198
Obligations of state and political subdivisions		33,625		26		(121	)		33,530
Mortgage-backed securities		185,997		1,260		(1,306	)		185,951
Collateralized mortgage obligations		49,488		108		(902	)		48,694
Other investments		16,575		105		(154	)		16,526
Total	$	568,890	$	1,669	$	(3,563	)	$	566,996

~~Page 9~~

~~Table of Contents~~

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

As of~~March 31,~~June 30, 2017

	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	$	90,259	$	(895	)	$	—	$	—		$	90,259	$	(895	)
Obligations of state and political subdivisions		11,196		(22	)		918		(13	)		12,114		(35	)
Mortgage-backed securities		116,531		(858	)		—		—			116,531		(858	)
Collateralized mortgage obligations		32,050		(730	)		—		—			32,050		(730	)
Other investments		1,807		(36	)		—		—			1,807		(36	)
Total	$	251,843	$	(2,541	)	$	918	$	(13	)	$	252,761	$	(2,554	)

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
$ 101 $ — $ — $ — $ 101 $ —
Obligations of the U.S. government and agencies
75,404 (964
)
— — 75,404 (964
)
Obligations of state and political subdivisions
13,847 (65
)
— — 13,847 (65
)
Mortgage-backed securities
103,807 (1,085
)
— — 103,807 (1,085
)
Collateralized mortgage obligations
34,441 (864
)
— — 34,441 (864
)
Other investments
2,331 (46
)
11,920 (36
)
14,251 (82
)
Total
$ 229,931 $ (3,024
)
$ 11,920 $ (36
)
$ 241,851 $ (3,060
)

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As of December 31,2016

	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	$	62,211	$	(1,080	)	$	—	$	—		$	62,211	$	(1,080	)
Obligations of state and political subdivisions		24,482		(121	)		—		—			24,482		(121	)
Mortgage-backed securities		101,433		(1,306	)		—		—			101,433		(1,306	)
Collateralized mortgage obligations		35,959		(902	)		—		—			35,959		(902	)
Other investments		2,203		(93	)		11,895		(61	)		14,098		(154	)
Total	$	226,288	$	(3,502	)	$	11,895	$	(61	)	$	238,183	$	(3,563	)

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 ~~March 31,~~June 30, 2017 and December 31, 2016, securities having fair values of ~~$103.4~~$96.4 million and $119.4 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 as part of the Corporation’s borrowing agreement with the FHLB.

The amortized cost and fair value of investment securitiesavailable for sale as of June 30, 2017 and December 31, 2016, by contractual maturity, are detailed below:

	June 30, 2017				December 31,2016
(dollars in thousands)	Amortized Cost		Fair Value		Amortized Cost		Fair Value
Investment securities¹:
Due in one year or less	$	12,880	$	12,884	$	213,876	$	213,885
Due after one year through five years		84,120		83,799		40,335		40,270
Due after five years through ten years		42,097		41,654		45,840		44,914
Due after ten years		16,741		16,813		18,079		18,055
Subtotal		155,838		155,150		318,130		317,124
Mortgage-related securities¹		273,348		273,166		235,485		234,644
Mutual funds with no stated maturity		15,168		15,371		15,275		15,228
Total	$	444,354	$	443,687	$	568,890	$	566,996

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.

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The amortized cost and fair value of investment securities~~available for sale~~ ~~as of March 31, 2017 and December 31, 2016, by contractual maturity, are detailed below:~~

March 31, 2017

December 31,2016

(dollars in thousands)

Amortized
Cost

Fair
Value

Amortized
Cost

Fair
Value

Investment securities¹:

Due in one year or less
$ 12,019 $ 12,026 $ 213,876 $ 213,885
Due after one year through five years
65,360 65,221 40,335 40,270
Due after five years through ten years
39,023 38,328 45,840 44,914
Due after ten years
17,226 17,240 18,079 18,055
Subtotal
133,628 132,815 318,130 317,124
Mortgage-related securities¹
243,477 242,896 235,485 234,644
Mutual funds with no stated maturity
15,221 15,317 15,275 15,228
Total
$ 392,326 $ 391,028 $ 568,890 $ 566,996

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 ~~March 31,~~June 30, 2017 and December 31, 2016 are detailed below:

As of~~March~~ 31June 30, 2017

(dollars in thousands)

Amortized

Cost

Gross

Unrealized

Gains

Gross

Unrealized

Losses

Fair Value

Mortgage-backed securities

5,161

(63

)

5,102

Total

5,161

(63

)

5,102

(dollars in thousands)

Amortized
Cost

Gross
Unrealized
Gains

Gross
Unrealized
Losses

Fair
Value

Mortgage-backed securities
$ 5,194 $ — $ (78
)
$ 5,116
Total
$ 5,194 $ — $ (78
)
$ 5,116

As ofDecember 31, 2016

(dollars in thousands)

Amortized

Cost

Gross

Unrealized

Gains

Gross

Unrealized

Losses

Fair Value

Mortgage-backed securities

2,879

—

(61

)

2,818

Total

2,879

—

(61

)

2,818

TheThe following tables detail the amount ofheld to maturitysecurities that were in an unrealized loss position as of ~~March 31,~~June 30, 2017 and December 31, ~~2016~~:2016:

As of ~~March 31, 2017~~June 30, 2017

Less than 12
Months

12 Months
or Longer

Total

(dollars in thousands)

Fair
Value

Unrealized
Losses

Fair
Value

Unrealized
Losses

Fair
Value

Unrealized
Losses

Mortgage-backed securities
$ 5,116 $ (78
)
$ — $ — $ 5,116 $ (78
)
Total
$ 5,116 $ (78
)
$ — $ — $ 5,116 $ (78
)

~~Page 11~~

~~Table of Contents~~

	Less than 12 Months					12 Months or Longer				Total
(dollars in thousands)	Fair Value		Unrealized Losses			Fair Value		Unrealized Losses		Fair Value		Unrealized Losses
Mortgage-backed securities	$	3,858	$	(63	)	$	—	$	—	$	3,858	$	(63	)
Total	$	3,858	$	(63	)	$	—	$	—	$	3,858	$	(63	)

As ofDecember 31, 2016

	Less than 12 Months					12 Months or Longer				Total					Less than 12 Months					12 Months or Longer				Total
(dollars in thousands)	Fair Value		Unrealized Losses			Fair Value		Unrealized Losses		Fair Value		Unrealized Losses			Fair Value		Unrealized Losses			Fair Value		Unrealized Losses		Fair Value		Unrealized Losses
Mortgage-backed securities	$	2,818	$	(61	)	$	—	$	—	$	2,818	$	(61	)	$	2,818	$	(61	)	$	—	$	—	$	2,818	$	(61	)
Total	$	2,818	$	(61	)	$	—	$	—	$	2,818	$	(61	)	$	2,818	$	(61	)	$	—	$	—	$	2,818	$	(61	)

The amortized cost and fair value of investment securitiesheld to maturity as of ~~March 31,~~June 30, 2017 and December 31, 2016, by contractual maturity, are detailed ~~below~~:below:

	June 30, 2017				December 31,2016
(dollars in thousands)	Amortized Cost		Fair Value		Amortized Cost		Fair Value
Mortgage-related securities¹	$	5,161	$	5,102	$	2,879	$	2,818
Total	$	5,161	$	5,102	$	2,879	$	2,818

March 31, 2017

December 31,2016

(dollars in thousands)

Amortized
Cost

Fair
Value

Amortized
Cost

Fair
Value

Mortgage-related securities¹
$ 5,194 $ 5,116 $ 2,879 $ 2,818
Total
$ 5,194 $ 5,116 $ 2,879 $ 2,818

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

¹~~Expected maturities~~

Page 12

Table 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.~~

Contents

As of ~~March 31,~~June 30, 2017 and December 31, 2016, the Corporation’s investment securities held intrading accounts totaled ~~$4.1~~$4.0 million and $3.9 million, respectively, and consisted solely of deferred compensation trust accounts which were invested in listed mutual funds whose diversification is at the discretion of the deferred compensation plan participants. Investment securities held in trading accounts are reported at fair value, with adjustments in fair value reported through income.

Note 5 - Loans and Leases

The loan and lease portfolio consists of loans and leases originated by the Corporation, as well as loans acquired in mergers and acquisitions. These mergers and acquisitions include the January 2015 acquisition of CBH, the November 2012 transaction with First Bank of Delaware (“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 fororiginatedandacquired loans.

~~Page 12~~

~~Table of Contents~~

A. The table below detailsallportfolioloans and leases as of the dates indicated:

March 31,
2017

December 31,
2016

Loans held for sale
$ 3,015 $ 9,621
Real estate loans:

Commercial mortgage
$ 1,137,870 $ 1,110,898
Home equity lines and loans
203,962 207,999
Residential mortgage
418,264 413,540
Construction
145,699 141,964
Total real estate loans
1,905,795 1,874,401
Commercial and industrial
567,917 579,791
Consumer
23,932 25,341
Leases
57,945 55,892
Total portfolio loans and leases
2,555,589 2,535,425
Total loans and leases
$ 2,558,604 $ 2,545,046
Loans with fixed rates
$ 1,124,066 $ 1,130,172
Loans with adjustable or floating rates
1,434,538 1,414,874
Total loans and leases
$ 2,558,604 $ 2,545,046
Net deferred loan origination fees included in the above loan table
$ (864
)
$ (735
)

	June 30, 2017			December 31, 2016
Loans held for sale	$	8,590		$	9,621
Real estate loans:
Commercial mortgage	$	1,197,936		$	1,110,898
Home equity lines and loans		208,480			207,999
Residential mortgage		416,488			413,540
Construction		156,581			141,964
Total real estate loans		1,979,485			1,874,401
Commercial and industrial		599,203			579,791
Consumer		28,485			25,341
Leases		59,478			55,892
Total portfolio loans and leases		2,666,651			2,535,425
Total loans and leases	$	2,675,241		$	2,545,046
Loans with fixed rates	$	1,158,959		$	1,130,172
Loans with adjustable or floating rates		1,516,282			1,414,874
Total loans and leases	$	2,675,241		$	2,545,046
Net deferred loan origination fees included in the above loan table	$	(888	)	$	(735	)

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

March 31,
2017

December 31,
2016

Loans held for sale
$ 3,015 $ 9,621
Real estate loans:

Commercial mortgage
$ 990,579 $ 946,879
Home equity lines and loans
176,555 178,450
Residential mortgage
351,349 342,268
Construction
145,699 141,964
Total real estate loans
1,664,182 1,609,561
Commercial and industrial
540,896 550,334
Consumer
23,791 25,200
Leases
57,945 55,892
Total portfolio loans and leases
2,286,814 2,240,987
Total loans and leases
$ 2,289,829 $ 2,250,608
Loans with fixed rates
$ 995,798 $ 992,917
Loans with adjustable or floating rates
1,294,031 1,257,691
Total originated loans and leases
$ 2,289,829 $ 2,250,608
Net deferred loan origination fees included in the above loan table
$ (864
)
$ (735
)

	June 30, 2017			December 31, 2016
Loans held for sale	$	8,590		$	9,621
Real estate loans:
Commercial mortgage	$	1,057,797		$	946,879
Home equity lines and loans		182,531			178,450
Residential mortgage		352,335			342,268
Construction		156,581			141,964
Total real estate loans		1,749,244			1,609,561
Commercial and industrial		572,872			550,334
Consumer		28,370			25,200
Leases		59,478			55,892
Total portfolio loans and leases		2,409,964			2,240,987
Total loans and leases	$	2,418,554		$	2,250,608
Loans with fixed rates	$	1,039,144		$	992,917
Loans with adjustable or floating rates		1,379,410			1,257,691
Total originated loans and leases	$	2,418,554		$	2,250,608
Net deferred loan origination fees included in the above loan table	$	(888	)	$	(735	)

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Table of Contents

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

	March 31, 2017		December 31, 2016		June 30, 2017		December 31, 2016
Real estate loans:
Commercial mortgage	$	147,291	$	164,019	$	140,139	$	164,019
Home equity lines and loans		27,407		29,549		25,949		29,549
Residential mortgage		66,915		71,272		64,153		71,272
Construction		—		—
Total real estate loans		241,613		264,840		230,241		264,840
Commercial and industrial		27,021		29,457		26,331		29,457
Consumer		141		141		115		141
Total portfolio loans and leases		268,775		294,438		256,687		294,438
Total loans and leases	$	268,775	$	294,438	$	256,687	$	294,438
Loans with fixed rates	$	128,268	$	137,255	$	119,815	$	137,255
Loans with adjustable or floating rates		140,507		157,183		136,872		157,183
Total acquired loans and leases	$	268,775	$	294,438	$	256,687	$	294,438

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

(dollars in thousands)	March 31, 2017				December 31, 2016		June 30, 2017			December 31, 2016
Minimum lease payments receivable	$	64,502		$	62,379		$	66,140		$	62,379
Unearned lease income		(8,648	)		(8,608	)		(8,817	)		(8,608	)
Initial direct costs and deferred fees		2,091			2,121			2,155			2,121
Total	$	57,945		$	55,892		$	59,478		$	55,892

C. Non-Performing Loans and Leases⁽¹⁾

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

(dollars in thousands)	March 31, 2017		December 31, 2016		June 30, 2017		December 31, 2016
Non-accrual loans and leases:
Commercial mortgage	$	315	$	320	$	818	$	320
Home equity lines and loans		1,828		2,289		1,535		2,289
Residential mortgage		2,640		2,658		2,589		2,658
Commercial and industrial		2,471		2,957		2,112		2,957
Consumer		—		2		10		2
Leases		75		137		173		137
Total	$	7,329	$	8,363	$	7,237	$	8,363

⁽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$~~343~~273 thousand and $344 thousand of purchased credit-impaired loans as of~~March 31,~~June 30, 2017 and December 31,2016, respectively, which became non-performing subsequent to acquisition.

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

(dollars in thousands)

March 31,
2017

December 31,
2016

Non-accrual originated loans and leases:

Commercial mortgage
$ 263 $ 265
Home equity lines and loans
1,674 2,169
Residential mortgage
1,624 1,654
Commercial and industrial
908 941
Consumer
— 2
Leases
75 137
Total
$ 4,544 $ 5,168

(dollars in thousands)	June 30, 2017		December 31, 2016
Non-accrual originated loans and leases:
Commercial mortgage	$	768	$	265
Home equity lines and loans		1,184		2,169
Residential mortgage		1,297		1,654
Commercial and industrial		855		941
Consumer		10		2
Leases		173		137
Total	$	4,287	$	5,168

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

(dollars in thousands)	March 31, 2017		December 31, 2016		June 30, 2017		December 31, 2016
Non-accrual acquired loans and leases:
Commercial mortgage	$	52	$	55	$	50	$	55
Home equity lines and loans		154		120		351		120
Residential mortgage		1,016		1,004		1,292		1,004
Commercial and industrial		1,563		2,016		1,257		2,016
Total	$	2,785	$	3,195	$	2,950	$	3,195

⁽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$~~343~~273thousand and $344 thousand of purchased credit-impaired loans as of~~March 31,~~June 30, 2017 and December 31,2016, respectively, which became non-performing subsequent to acquisition.

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)

March 31,

2017

December 31,

2016

June 30,

2017

December 31,

2016

Outstanding principal balance

17,264

18,091

17,044

18,091

Carrying amount⁽¹⁾

11,862

12,432

11,738

12,432

⁽¹⁾

Includes $~~360~~284 thousand and $368 thousandofpurchased credit-impaired loans as of~~March 31,~~June 30, 2017 and December 31,2016, 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 $~~343~~273 thousand and $344 thousand of purchased credit-impaired loans as of~~March 31,~~June 30, 2017 and December 31,2016, 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 ~~three~~six months ended ~~March 31,~~June 30, 2017:

(dollars in thousands)	Accretable Discount			Accretable Discount
Balance, December 31, 2016	$	3,233		$	3,233
Accretion		(485	)		(779	)
Reclassifications from nonaccretable difference		—			—
Additions/adjustments		—			666
Disposals		—			—
Balance, March 31, 2017	$	2,748
Balance, June 30, 2017				$	3,120

E. Age Analysis of Past Due Loans and Leases

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

	Accruing Loans and Leases																Accruing Loans and Leases
(dollars in thousands) As of March 31, 2017	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
(dollars in thousands) As of June 30, 2017																	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	$	1,926	$	—	$	—	$	1,926	$	1,135,629	$	1,137,555	$	315	$	1,137,870	$	68	$	1,009		$	—	$	1,077	$	1,196,041	$	1,197,118	$	818	$	1,197,936
Home equity lines and loans		24		200		—		224		201,910		202,134		1,828		203,962		250		—			—		250		206,695		206,945		1,535		208,480
Residential mortgage		1,967		233		—		2,200		413,424		415,624		2,640		418,264		2,704		1,301			—		4,005		409,894		413,899		2,589		416,488
Construction		—		—		—		—		145,699		145,699		—		145,699		—		—			—		—		156,581		156,581		—		156,581
Commercial and industrial		519		719		—		1,238		564,208		565,446		2,471		567,917		350		83			—		433		596,658		597,091		2,112		599,203
Consumer		10		10		—		20		23,912		23,932		—		23,932		—		5			—		5		28,470		28,475		10		28,485
Leases		159		310		—		469		57,401		57,870		75		57,945		234		254			—		488		58,817		59,305		173		59,478
	$	4,605	$	1,472	$	—	$	6,077	$	2,542,183	$	2,548,260	$	7,329	$	2,555,589	$	3,606	$	2,652	��	$	—	$	6,258	$	2,653,156	$	2,659,414	$	7,237	$	2,666,651

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(dollars in thousands)	Accruing Loans and Leases
As of December 31, 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
																	Accruing Loans and Leases
(dollars in thousands) As of December 31, 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	$	666	$	722	$	—	$	1,388	$	1,109,190	$	1,110,578	$	320	$	1,110,898	$	666	$	722	$	—	$	1,388	$	1,109,190	$	1,110,578	$	320	$	1,110,898
Home equity lines and loans		11		—		—		11		205,699		205,710		2,289		207,999		11		—		—		11		205,699		205,710		2,289		207,999
Residential mortgage		823		490		—		1,313		409,569		410,882		2,658		413,540		823		490		—		1,313		409,569		410,882		2,658		413,540
Construction		—		—		—		—		141,964		141,964		—		141,964		—		—		—		—		141,964		141,964		—		141,964
Commercial and industrial		36		—		—		36		576,798		576,834		2,957		579,791		36		—		—		36		576,798		576,834		2,957		579,791
Consumer		10		5		—		15		25,324		25,339		2		25,341		10		5		—		15		25,324		25,339		2		25,341
Leases		177		86		—		263		55,492		55,755		137		55,892		177		86		—		263		55,492		55,755		137		55,892
	$	1,723	$	1,303	$	—	$	3,026	$	2,524,036	$	2,527,062	$	8,363	$	2,535,425	$	1,723	$	1,303	$	—	$	3,026	$	2,524,036	$	2,527,062	$	8,363	$	2,535,425

*included as “current” are $~~2.0~~2.4 million and $15.3 million of loans and leases as of~~March~~ ~~31, 201~~7June 30, 2017 andDecember 31, 2016, respectively, which are classified as Administratively Delinquent. An Administratively Delinquent loan is one which has been approved for a renewal or extension but has not had all the required documents fully executed as of the reporting date. The Corporation does not consider these loans to be delinquent.

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

	Accruing Loans and Leases																Accruing Loans and Leases
(dollars in thousands) As of March 31, 2017	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
(dollars in thousands) As of June 30, 2017																	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	$	714	$	—	$	—	$	714	$	989,602	$	990,316	$	263	$	990,579	$	—	$	84	$	—	$	84	$	1,056,945	$	1,057,029	$	768	$	1,057,797
Home equity lines and loans		24		—		—		24		174,857		174,881		1,674		176,555		250		—		—		250		181,097		181,347		1,184		182,531
Residential mortgage		1,732		—		—		1,732		347,993		349,725		1,624		351,349		620		1,080		—		1,700		349,338		351,038		1,297		352,335
Construction		—		—		—		—		145,699		145,699		—		145,699		—		—		—		—		156,581		156,581		—		156,581
Commercial and industrial		364		—		—		364		539,624		539,988		908		540,896		350		83		—		433		571,584		572,017		855		572,872
Consumer		10		10		—		20		23,771		23,791		—		23,791		—		5		—		5		28,355		28,360		10		28,370
Leases		159		310		—		469		57,401		57,870		75		57,945		234		254		—		488		58,817		59,305		173		59,478
	$	3,003	$	320	$	—	$	3,323	$	2,278,947	$	2,282,270	$	4,544	$	2,286,814	$	1,454	$	1,506	$	—	$	2,960	$	2,402,717	$	2,405,677	$	4,287	$	2,409,964

	Accruing Loans and Leases																Accruing Loans and Leases
(dollars in thousands) As of December 31, 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
(dollars in thousands) As of December 31, 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	$	—	$	722	$	—	$	722	$	945,892	$	946,614	$	265	$	946,879	$	—	$	722	$	—	$	722	$	945,892	$	946,614	$	265	$	946,879
Home equity lines and loans		11		—		—		11		176,270		176,281		2,169		178,450		11		—		—		11		176,270		176,281		2,169		178,450
Residential mortgage		773		64		—		837		339,778		340,615		1,653		342,268		773		64		—		837		339,778		340,615		1,653		342,268
Construction		—		—		—		—		141,964		141,964		—		141,964		—		—		—		—		141,964		141,964		—		141,964
Commercial and industrial		—		—		—		—		549,393		549,393		941		550,334		—		—		—		—		549,393		549,393		941		550,334
Consumer		10		5		—		15		25,183		25,198		2		25,200		10		5		—		15		25,183		25,198		2		25,200
Leases		177		86		—		263		55,492		55,755		137		55,892		177		86		—		263		55,492		55,755		137		55,892
	$	971	$	877	$	—	$	1,848	$	2,233,972	$	2,235,820	$	5,167	$	2,240,987	$	971	$	877	$	—	$	1,848	$	2,233,972	$	2,235,820	$	5,167	$	2,240,987

*included as “current” are $~~2.0~~2.4 million and $13.5 million of loans and leases as of~~March~~June 30, 2017 andDecember 31, ~~201~~20167, respectively, which are classified as Administratively Delinquent. An Administratively Delinquent loan is one which has been approved for a renewal or extension but has not had all the required documents fully executed as of the reporting date. The Corporation does not consider these loans to be delinquent.

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

	Accruing Loans and Leases
(dollars in thousands) As of June 30, 2017	30 – 59 Days Past Due		60 – 89 Days Past Due		Over 89 Days Past Due		Total Past Due		Current*		Total Accruing Loansand Leases		Nonaccrual Loans and Leases		Total Loans and Leases
Commercial mortgage	$	68	$	925	$	—	$	993	$	139,096	$	140,089	$	50	$	140,139
Home equity lines and loans		—		—		—		—		25,598		25,598		351		25,949
Residential mortgage		2,084		221		—		2,305		60,556		62,861		1,292		64,153
Commercial and industrial		—		—		—		—		25,074		25,074		1,257		26,331
Consumer		—		—		—		—		115		115		—		115
	$	2,152	$	1,146	$	—	$	3,298	$	250,439	$	253,737	$	2,950	$	256,687

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	Accruing Loans and Leases
(dollars in thousands) As of December 31, 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	$	666	$	—	$	—	$	666	$	163,298	$	163,964	$	55	$	164,019
Home equity lines and loans		—		—		—		—		29,429		29,429		120		29,549
Residential mortgage		50		426		—		476		69,791		70,267		1,005		71,272
Commercial and industrial		36		—		—		36		27,405		27,441		2,016		29,457
Consumer		—		—		—		—		141		141		—		141
	$	752	$	426	$	—	$	1,178	$	290,064	$	291,242	$	3,196	$	294,438

*included as “current” are $0 and $1.8 million of loans and leases as ofJune 30, 2017 andDecember 31, 2016, respectively, which are classified as Administratively Delinquent. An Administratively Delinquent loan is one which has been approved for a renewal or extension but has not had all the required documents fully executed as of the reporting date. The Corporation does not consider these loans to be delinquent.

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

Accruing Loans and Leases

(dollars in thousands)

As of March 31, 2017

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
$ 1,212 $ — $ — $ 1,212 $ 146,027 $ 147,239 $ 52 $ 147,291
Home equity lines and loans
— 200 — 200 27,053 27,253 154 27,407
Residential mortgage
235 233 — 468 65,431 65,899 1,016 66,915
Commercial and industrial
155 719 — 874 24,584 25,458 1,563 27,021
Consumer
— — — — 141 141 — 141
$ 1,602 $ 1,152 $ — $ 2,754 $ 263,236 $ 265,990 $ 2,785 $ 268,775

~~Page 16~~

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Accruing Loans and Leases

(dollars in thousands)

As of December 31, 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
$ 666 $ — $ — $ 666 $ 163,298 $ 163,964 $ 55 $ 164,019
Home equity lines and loans
— — — — 29,429 29,429 120 29,549
Residential mortgage
50 426 — 476 69,791 70,267 1,005 71,272
Commercial and industrial
36 — — 36 27,405 27,441 2,016 29,457
Consumer
— — — — 141 141 — 141
$ 752 $ 426 $ — $ 1,178 $ 290,064 $ 291,242 $ 3,196 $ 294,438

*included as “current” are $0 ~~and $~~~~1.8~~ ~~million of loans and leases as of~~~~March~~ ~~31, 201~~7 ~~and~~~~December 31, 2016~~, respectively, which are classified as Administratively Delinquent. An Administratively Delinquent loan is one which has been approved for a renewal or extension but has not had all the required documents fully executed as of the reporting date. The Corporation does not consider these loans to be delinquent.

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

The following tables detail the roll-forward of the Allowance for the three and six months ended ~~March 31,~~June 30, 2017:

(dollars in thousands)	Commercial Mortgage		Home Equity Lines and Loans			Residential Mortgage			Construction			Commercial and Industrial			Consumer			Leases			Unallocated		Total			Commercial Mortgage		Home Equity Lines and Loans			Residential Mortgage			Construction			Commercial and Industrial			Consumer			Leases			Unallocated		Total
Balance, December 31, 2016	$	6,227	$	1,255		$	1,917		$	2,233		$	5,142		$	153		$	559		$	—	$	17,486
Balance, March 31, 2017																										$	6,410	$	1,243		$	1,798		$	2,195		$	4,747		$	135		$	579		$	—	$	17,107
Charge-offs		—		(438	)		(27	)		—			(59	)		(41	)		(206	)		—		(771	)		—		(169	)		(43	)		—			(200	)		(18	)		(307	)		—		(737	)
Recoveries		3		—			—			1			—			2			95			—		101			3		—			—			1			15			2			91			—		112
Provision for loan and lease losses		180		426			(92	)		(39	)		(336	)		21			131			—		291			195		140			21			(1,085	)		251			58			337			—		(83	)
Balance, March 31, 2017	$	6,410	$	1,243		$	1,798		$	2,195		$	4,747		$	135		$	579		$	—	$	17,107
Balance, June 30, 2017																										$	6,608	$	1,214		$	1,776		$	1,111		$	4,813		$	177		$	700		$	—	$	16,399

(dollars in thousands)	Commercial Mortgage		Home Equity Lines and Loans			Residential Mortgage			Construction			Commercial and Industrial			Consumer			Leases			Unallocated		Total
Balance, December 31, 2016	$	6,227	$	1,255		$	1,917		$	2,233		$	5,142		$	153		$	559		$	—	$	17,486
Charge-offs		—		(606	)		(70	)		—			(259	)		(59	)		(513	)		—		(1,507	)
Recoveries		6		—			—			2			15			4			185			—		212
Provision for loan and lease losses		375		565			(71	)		(1,124	)		(85	)		79			469			—		208
Balance, June 30, 2017	$	6,608	$	1,214		$	1,776		$	1,111		$	4,813		$	177		$	700		$	—	$	16,399

The following table details the roll-forward of the Allowance for the three and six months ended ~~March 31,~~June 30, 2016:

(dollars in thousands)	Commercial Mortgage			Home Equity Lines and Loans			Residential Mortgage			Construction		Commercial and Industrial			Consumer			Leases			Unallocated			Total			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
Balance, March 31, 2016																											$	5,856	$	1,126		$	1,868		$	1,902	$	5,445		$	120		$	528		$	—	$	16,845
Charge-offs		(110	)		(75	)		(4	)		—		(28	)		(34	)		(300	)		—			(551	)		—		(11	)		(267	)		—		(4	)		(32	)		(111	)		—		(425	)
Recoveries		3			4			39			—		3			14			66			—			129			3		—			5			62		48			2			51			—		171
Provision for loan and lease losses		764			(110	)		93			578		(139	)		(2	)		244			(18	)		1,410			162		70			343			180		(444	)		37			97			—		445
Balance, March 31, 2016	$	5,856		$	1,126		$	1,868		$	1,902	$	5,445		$	120		$	528		$	—		$	16,845
Balance, June 30, 2016																											$	6,021	$	1,185		$	1,949		$	2,144	$	5,045		$	127		$	565		$	—	$	17,036

(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	)		(85	)		(271	)		—		(33	)		(66	)		(411	)					(976	)
Recoveries		6			4			44			63		51			16			116						300
Provision for loan and lease losses		926			(41	)		436			757		(582	)		35			342			(18	)		1,855
Balance June 30, 2016	$	6,021		$	1,185		$	1,949		$	2,144	$	5,045		$	127		$	565		$	—		$	17,036

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Table of Contents

The following table details the allocation of the Allowance forall portfolio loans and leases by portfolio segment based on the methodology used to evaluate the loans and leases for impairment as of ~~March 31,~~June 30, 2017 and December 31, 2016:

(dollars in thousands) As of March 31, 2017	Commercial Mortgage		Home Equity Lines and Loans		Residential Mortgage		Construction		Commercial and Industrial		Consumer		Leases		Unallocated		Total
(dollars in thousands) As of June 30, 2017																			Commercial Mortgage		Home Equity Lines and Loans		Residential Mortgage		Construction		Commercial and Industrial		Consumer		Leases		Unallocated		Total
Allowance on loans and leases:
Individually evaluated for impairment	$	—	$		$	73	$	—	$	11	$	5	$	—	$	—	$	89	$	—	$	3	$	112	$	—	$	—	$	14	$	—	$	—	$	129
Collectively evaluated for impairment		6,410		1,243		1,725		2,195		4,736		130		579		—		17,018		6,608		1,211		1,664		1,111		4,813		163		700		—		16,270
Purchased credit-impaired⁽¹⁾		—		—		—		—		—		—		—		—		—		—		—		—		—		—		—		—		—		—
Total	$	6,410	$	1,243	$	1,798	$	2,195	$	4,747	$	135	$	579	$	—	$	17,107	$	6,608	$	1,214	$	1,776	$	1,111	$	4,813	$	177	$	700	$	—	$	16,399
As of December 31,2016
Allowance on loans and leases:
Individually evaluated for impairment	$	—	$	—	$	73	$	—	$	5	$	8	$	—	$	—	$	86	$	—	$	—	$	73	$	—	$	5	$	8	$	—	$	—	$	86
Collectively evaluated for impairment		6,227		1,255		1,844		2,233		5,137		145		559		—		17,400		6,227		1,255		1,844		2,233		5,137		145		559		—		17,400
Purchased credit-impaired⁽¹⁾		—		—		—		—		—		—		—		—		—		—		—		—		—		—		—		—		—		—
Total	$	6,227	$	1,255	$	1,917	$	2,233	$	5,142	$	153	$	559	$	—	$	17,486	$	6,227	$	1,255	$	1,917	$	2,233	$	5,142	$	153	$	559	$	—	$	17,486

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

~~Page 17~~

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The following table details the carrying value forall portfolio loans and leases by portfolio segment based on the methodology used to evaluate the loans and leases for impairment as of ~~March 31,~~June 30, 2017 and December 31, 2016:

(dollars in thousands) As of March 31, 2017	Commercial Mortgage		Home Equity Lines and Loans		Residential Mortgage		Construction		Commercial and Industrial		Consumer		Leases		Total
(dollars in thousands) As of June 30, 2017																	Commercial Mortgage		Home Equity Lines and Loans		Residential Mortgage		Construction		Commercial and Industrial		Consumer		Leases		Total
Carrying value of loans and leases:
Individually evaluated for impairment	$	1,570	$	1,945	$	7,256	$	—	$	2,444	$	29	$	—	$	13,244	$	2,070	$	1,534	$	6,950	$	—	$	2,139	$	38	$	—	$	12,731
Collectively evaluated for impairment		1,126,325		201,917		411,008		145,699		563,686		23,903		57,945		2,530,483		1,185,929		206,851		409,538		156,581		595,358		28,447		59,478		2,642,182
Purchased credit-impaired⁽¹⁾		9,975		100		—		—		1,787		—		—		11,862		9,937		95		—		—		1,706		—		—		11,738
Total	$	1,137,870	$	203,962	$	418,264	$	145,699	$	567,917	$	23,932	$	57,945	$	2,555,589	$	1,197,936	$	208,480	$	416,488	$	156,581	$	599,203	$	28,485	$	59,478	$	2,666,651
As of December 31,2016
Carrying value of loans and leases:
Individually evaluated for impairment	$	1,576	$	2,354	$	7,266	$	—	$	2,946	$	31	$	—	$	14,173	$	1,576	$	2,354	$	7,266	$	—	$	2,946	$	31	$	—	$	14,173
Collectively evaluated for impairment		1,098,788		205,540		406,271		141,964		575,055		25,310		55,892		2,508,820		1,098,788		205,540		406,271		141,964		575,055		25,310		55,892		2,508,820
Purchased credit-impaired⁽¹⁾		10,534		105		3		—		1,790		—		—		12,432		10,534		105		3		—		1,790		—		—		12,432
Total	$	1,110,898	$	207,999	$	413,540	$	141,964	$	579,791	$	25,341	$	55,892	$	2,535,425	$	1,110,898	$	207,999	$	413,540	$	141,964	$	579,791	$	25,341	$	55,892	$	2,535,425

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

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The following table details the allocation of the Allowance fororiginated portfolio loans and leases by portfolio segment based on the methodology used to evaluate the loans and leases for impairment as of ~~March 31,~~June 30, 2017 and December 31, 2016:

(dollars in thousands) As ofMarch 31, 2017	Commercial Mortgage		Home Equity Lines and Loans		Residential Mortgage		Construction		Commercial and Industrial		Consumer		Leases		Unallocated		Total
(dollars in thousands) As of June 30, 2017																			Commercial Mortgage		Home Equity Lines and Loans		Residential Mortgage		Construction		Commercial and Industrial		Consumer		Leases		Unallocated		Total
Allowance on loans and leases:
Individually evaluated for impairment	$	—	$	—	$	45	$	—	$	1	$	5	$	—	$	—	$	51	$	—	$	3	$	87	$	—	$	—	$	14	$	—	$	—	$	104
Collectively evaluated for impairment		6,410		1,243		1,725		2,195		4,736		130		579		—		17,018		6,608		1,211		1,664		1,111		4,813		163		700		—		16,270
Total	$	6,410	$	1,243	$	1,770	$	2,195	$	4,737	$	135	$	579	$	—	$	17,069	$	6,608	$	1,214	$	1,751	$	1,111	$	4,813	$	177	$	700	$	—	$	16,374
As of December 31,2016
Allowance on loans and leases:
Individually evaluated for impairment	$	—	$	—	$	45	$	—	$	5	$	8	$	—	$	—	$	58	$	—	$	—	$	45	$	—	$	5	$	8	$	—	$	—	$	58
Collectively evaluated for impairment		6,227		1,255		1,844		2,233		5,137		145		559		—		17,400		6,227		1,255		1,844		2,233		5,137		145		559		—		17,400
Total	$	6,227	$	1,255	$	1,889	$	2,233	$	5,142	$	153	$	559	$	—	$	17,458	$	6,227	$	1,255	$	1,889	$	2,233	$	5,142	$	153	$	559	$	—	$	17,458

The following table details the carrying value fororiginated portfolio loans and leases by portfolio segment based on the methodology used to evaluate the loans and leases for impairment as of ~~March 31,~~June 30, 2017 and December 31, 2016:

(dollars in thousands)

As of March 31, 2017

Commercial
Mortgage

Home Equity
Lines and
Loans

Residential
Mortgage

Construction

Commercial
and
Industrial

Consumer

Leases

Total

Carrying value of loans and leases:

Individually evaluated for impairment
$ 1,518 $ 1,873 $ 4,070 $ — $ 1,141 $ 29 $ — $ 8,631
Collectively evaluated for impairment
989,061 174,682 347,279 145,699 539,755 23,762 57,945 2,278,183
Total
$ 990,579 $ 176,555 $ 351,349 $ 145,699 $ 540,896 $ 23,791 $ 57,945 $ 2,286,814
As of December 31,2016

Carrying value of loans and leases:

Individually evaluated for impairment
$ 1,521 $ 2,319 $ 4,111 $ — $ 1,190 $ 31 $ — $ 9,172
Collectively evaluated for impairment
945,358 176,131 338,157 141,964 549,144 25,169 55,892 2,231,815
Total
$ 946,879 $ 178,450 $ 342,268 $ 141,964 $ 550,334 $ 25,200 $ 55,892 $ 2,240,987

(dollars in thousands) As of June 30, 2017	Commercial Mortgage		Home Equity Lines and Loans		Residential Mortgage		Construction		Commercial and Industrial		Consumer		Leases		Total
Carrying value of loans and leases:
Individually evaluated for impairment	$	2,020	$	1,264	$	3,684	$	—	$	1,075	$	38	$	—	$	8,081
Collectively evaluated for impairment		1,055,777		181,267		348,651		156,581		571,797		28,332		59,478		2,401,883
Total	$	1,057,797	$	182,531	$	352,335	$	156,581	$	572,872	$	28,370	$	59,478	$	2,409,964
As of December 31,2016
Carrying value of loans and leases:
Individually evaluated for impairment	$	1,521	$	2,319	$	4,111	$	—	$	1,190	$	31	$	—	$	9,172
Collectively evaluated for impairment		945,358		176,131		338,157		141,964		549,144		25,169		55,892		2,231,815
Total	$	946,879	$	178,450	$	342,268	$	141,964	$	550,334	$	25,200	$	55,892	$	2,240,987

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The following table details the allocation of the Allowance foracquired portfolio loans and leases by portfolio segment based on the methodology used to evaluate the loans and leases for impairment as of ~~March 31,~~June 30, 2017 and December 31, 2016:

(dollars in thousands) As of March 31, 2017	Commercial Mortgage		Home Equity Lines and Loans		Residential Mortgage		Construction		Commercial and Industrial		Consumer		Leases		Unallocated		Total
(dollars in thousands) As of June 30, 2017																			Commercial Mortgage		Home Equity Lines and Loans		Residential Mortgage		Construction		Commercial and Industrial		Consumer		Leases		Unallocated		Total
Allowance on loans and leases:
Individually evaluated for impairment	$	—	$	—	$	28	$	—	$	10	$	—	$	—	$	—	$	38	$	—	$	—	$	25	$	—	$	—	$	—	$	—	$	—	$	25
Collectively evaluated for impairment		—		—		—		—		—		—		—		—		—		—		—		—		—		—		—		—		—		—
Purchased credit-impaired⁽¹⁾		—		—		—		—		—		—		—		—		—		—		—		—		—		—		—		—		—		—
Total	$	—	$	—	$	28	$	—	$	10	$	—	$	—	$	—	$	38	$	—	$	—	$	25	$	—	$	—	$	—	$	—	$	—	$	25
As of December 31,2016
Allowance on loans and leases:
Individually evaluated for impairment	$	—	$	—	$	28	$	—	$	—	$	—	$	—	$	—	$	28	$	—	$	—	$	28	$	—	$	—	$	—	$	—	$	—	$	28
Collectively evaluated for impairment		—		—		—		—		—		—		—		—		—		—		—		—		—		—		—		—		—		—
Purchased credit-impaired⁽¹⁾		—		—		—		—		—		—		—		—		—		—		—		—		—		—		—		—		—		—
Total	$	—	$	—	$	28	$	—	$	—	$	—	$	—	$	—	$	28	$	—	$	—	$	28	$	—	$	—	$	—	$	—	$	—	$	28

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

The following table details the carrying value foracquired portfolio loans and leases by portfolio segment based on the methodology used to evaluate the loans and leases for impairment as of ~~March 31,~~June 30, 2017 and December 31, 2016:

(dollars in thousands) As of March 31, 2017	Commercial Mortgage		Home Equity Lines and Loans		Residential Mortgage		Construction		Commercial and Industrial		Consumer		Leases		Total
(dollars in thousands) As of June 30, 2017																	Commercial Mortgage		Home Equity Lines and Loans		Residential Mortgage		Construction		Commercial and Industrial		Consumer		Leases		Total
Carrying value of loans and leases:
Individually evaluated for impairment	$	52	$	72	$	3,186	$	—	$	1,303	$	—	$	—	$	4,613	$	50	$	270	$	3,266	$	—	$	1,064	$	—	$	—	$	4,650
Collectively evaluated for impairment		137,264		27,235		63,729		—		23,931		141		—		252,300		130,152		25,584		60,887		—		23,561		115		—		240,299
Purchased credit-impaired⁽¹⁾		9,975		100		—		—		1,787		—		—		11,862		9,937		95		—		—		1,706		—		—		11,738
Total	$	147,291	$	27,407	$	66,915	$	—	$	27,021	$	141	$	—	$	268,775	$	140,139	$	25,949	$	64,153	$	—	$	26,331	$	115	$	—	$	256,687
As of December 31,2016
Carrying value of loans and leases:
Individually evaluated for impairment	$	55	$	35	$	3,155	$	—	$	1,756	$	—		—	$	5,001	$	55	$	35	$	3,155	$	—	$	1,756	$	—	$	—	$	5,001
Collectively evaluated for impairment		153,430		29,409		68,114		—		25,911		141		—		277,005		153,430		29,409		68,114		—		25,911		141		—		277,005
Purchased credit-impaired⁽¹⁾		10,534		105		3		—		1,790		—		—		12,432		10,534		105		3		—		1,790		—		—		12,432
Total	$	164,019	$	29,549	$	71,272	$	—	$	29,457	$	141		—	$	294,438	$	164,019	$	29,549	$	71,272	$	—	$	29,457	$	141	$	—	$	294,438

⁽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.

~~Page 19~~

~~Table of Contents~~

The following tables detail the carrying value ofall portfolio loans and leases by portfolio segment based on the credit quality indicators used to determine the Allowance as of ~~March 31,~~June 30, 2017 and December 31, 2016:

	Credit Risk Profile by Internally Assigned Grade
																	Credit Risk Profile by Internally Assigned Grade
(dollars in thousands)	Commercial Mortgage				Construction				Commercial and Industrial				Total				Commercial Mortgage				Construction				Commercial and Industrial				Total
	March 31, 2017		December 31,2016		March 31, 2017		December 31,2016		March 31, 2017		December 31,2016		March 31, 2017		December 31,2016		June 30, 2017		December 31,2016		June 30, 2017		December 31,2016		June 30, 2017		December 31,2016		June 30, 2017		December 31,2016
Pass	$	1,126,655	$	1,099,557	$	143,732	$	140,370	$	559,773	$	570,342	$	1,830,160	$	1,810,269	$	1,186,673	$	1,099,557	$	154,580	$	140,370	$	592,072	$	570,342	$	1,933,325	$	1,810,269
Special Mention		1,886		1,892		—		—		674		2,315		2,560		4,207		—		1,892		—		—		1,150		2,315		1,150		4,207
Substandard		9,329		9,449		1,967		1,594		7,123		5,512		18,419		16,555		11,263		9,449		2,001		1,594		5,693		5,512		18,957		16,555
Doubtful		—		—		—		—		347		1,622		347		1,622		—		—		—		—		288		1,622		288		1,622
Total	$	1,137,870	$	1,110,898	$	145,699	$	141,964	$	567,917	$	579,791	$	1,851,486	$	1,832,653	$	1,197,936	$	1,110,898	$	156,581	$	141,964	$	599,203	$	579,791	$	1,953,720	$	1,832,653

Credit Risk Profile by Payment Activity

(dollars in thousands)

Residential Mortgage

Home Equity
Lines and Loans

Consumer

Leases

Total

March 31, 2017

December 31,2016

March 31, 2017

December 31,2016

March 31, 2017

December 31,2016

March 31, 2017

December 31,2016

March 31, 2017

December 31,2016

Performing
$ 415,624 $ 410,882 $ 202,134 $ 205,710 $ 23,932 $ 25,339 $ 57,870 $ 55,755 $ 699,560 $ 697,686
Non-performing
2,640 2,658 1,828 2,289 — 2 75 137 4,543 5,086
Total
$ 418,264 $ 413,540 $ 203,962 $ 207,999 $ 23,932 $ 25,341 $ 57,945 $ 55,892 $ 704,103 $ 702,772

Credit Risk Profile by Payment Activity
(dollars in thousands)	Residential Mortgage				Home Equity Lines and Loans				Consumer				Leases				Total
	June 30, 2017		December 31,2016		June 30, 2017		December 31,2016		June 30, 2017		December 31, 2016		June 30, 2017		December 31,2016		June 30, 2017		December 31, 2016
Performing	$	413,899	$	410,882	$	206,945	$	205,710	$	28,475	$	25,339	$	59,305	$	55,755	$	708,624	$	697,686
Non-performing		2,589		2,658		1,535		2,289		10		2		173		137		4,307		5,086
Total	$	416,488	$	413,540	$	208,480	$	207,999	$	28,485	$	25,341	$	59,478	$	55,892	$	712,931	$	702,772

The following tables detail the carrying value oforiginatedportfolio loans and leases by portfolio segment based on the credit quality indicators used to determine the Allowance as of ~~March 31,~~June 30, 2017 and December 31, 2016:

	Credit Risk Profile by Internally Assigned Grade
																	Credit Risk Profile by Internally Assigned Grade
(dollars in thousands)	Commercial Mortgage				Construction				Commercial and Industrial				Total				Commercial Mortgage				Construction				Commercial and Industrial				Total
	March 31, 2017		December 31,2016		March 31, 2017		December 31,2016		March 31, 2017		December 31,2016		March 31, 2017		December 31,2016		June 30, 2017		December 31,2016		June 30, 2017		December 31,2016		June 30, 2017		December 31, 2016		June 30, 2017		December 31, 2016
Pass	$	980,545	$	936,737	$	143,732	$	140,370	$	536,621	$	544,876	$	1,660,898	$	1,621,983	$	1,047,903	$	936,737	$	154,580	$	140,370	$	569,149	$	544,876	$	1,771,632	$	1,621,983
Special Mention		1,886		1,892		—		—		642		2,279		2,528		4,171		—		1,892		—		—		1,107		2,279		1,107		4,171
Substandard		8,148		8,250		1,967		1,594		3,508		3,054		13,623		12,898		9,894		8,250		2,001		1,594		2,491		3,054		14,386		12,898
Doubtful		—		—		—		—		125		125		125		125		—		—		—		—		125		125		125		125
Total	$	990,579	$	946,879	$	145,699	$	141,964	$	540,896	$	550,334	$	1,677,174	$	1,639,177	$	1,057,797	$	946,879	156,581		$	141,964	$	572,872	$	550,334	$	1,787,250	$	1,639,177

Credit Risk Profile by Payment Activity

(dollars in thousands)

Residential Mortgage

Home Equity
Lines and Loans

Consumer

Leases

Total

March 31, 2017

December 31,2016

March 31, 2017

December 31,2016

March 31, 2017

December 31,2016

March 31, 2017

December 31,2016

March 31, 2017

December 31,2016

Performing
$ 349,725 $ 340,615 $ 174,882 $ 176,281 $ 23,791 $ 25,198 $ 57,870 $ 55,755 $ 606,268 $ 597,849
Non-performing
1,624 1,653 1,673 2,169 — 2 75 137 3,372 3,961
Total
$ 351,349 $ 342,268 $ 176,555 $ 178,450 $ 23,791 $ 25,200 $ 57,945 $ 55,892 $ 609,640 $ 601,810

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Credit Risk Profile by Payment Activity
(dollars in thousands)	Residential Mortgage				Home Equity Lines and Loans				Consumer				Leases				Total
	June 30, 2017		December 31,2016		June 30, 2017		December 31,2016		June 30, 2017		December 31,2016		June 30, 2017		December 31,2016		June 30, 2017		December 31,2016
Performing	$	351,038	$	340,615	$	181,347	$	176,281	$	28,360	$	25,198	$	59,305	$	55,755	$	620,050	$	597,849
Non-performing		1,297		1,653		1,184		2,169		10		2		173		137		2,664		3,961
Total	$	352,335	$	342,268	$	182,531	$	178,450	$	28,370	$	25,200	$	59,478	$	55,892	$	622,714	$	601,810

The following tables detail the carrying value ofacquiredportfolio loans and leases by portfolio segment based on the credit quality indicators used to determine the Allowance as of ~~March 31,~~June 30, 2017 and December 31, 2016:

	Credit Risk Profile by Internally Assigned Grade
																	Credit Risk Profile by Internally Assigned Grade
(dollars in thousands)	Commercial Mortgage				Construction				Commercial and Industrial				Total				Commercial Mortgage				Construction				Commercial and Industrial				Total
	March 31, 2017		December 31,2016		March 31, 2017		December 31,2016		March 31, 2017		December 31,2016		March 31, 2017		December 31,2016		June 30, 2017		December 31,2016		June 30, 2017		December 31, 2016		June 30, 2017		December 31,2016		June 30, 2017		December 31,2016
Pass	$	146,110	$	162,820	$	—	$	—	$	23,152	$	25,466	$	169,262	$	188,286	$	138,770	$	162,820	$	—	$	—	$	22,923	$	25,466	$	161,693	$	188,286
Special Mention		—		—		—		—		32		36		32		36		—		—		—		—		43		36		43		36
Substandard		1,181		1,199		—		—		3,615		2,458		4,796		3,657		1,369		1,199		—		—		3,202		2,458		4,571		3,657
Doubtful		—		—		—		—		222		1,497		222		1,497		—		—		—		—		163		1,497		163		1,497
Total	$	147,291	$	164,019	$	—	$	—	$	27,021	$	29,457	$	174,312	$	193,476	$	140,139	$	164,019	$	—	$	—	$	26,331	$	29,457	$	166,470	$	193,476

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	Credit Risk Profile by Payment Activity

Credit Risk Profile by Payment Activity																	Credit Risk Profile by Payment Activity
(dollars in thousands)	Residential Mortgage				Home Equity Lines and Loans				Consumer				Total					Residential Mortgage				Home Equity Lines and Loans				Consumer				Total
	March 31, 2017		December 31,2016		March 31, 2017		December 31,2016		March 31, 2017		December 31,2016		March 31, 2017		December 31,2016			June 30, 2017		December 31,2016		June 30, 2017		December 31,2016		June 30, 2017		December 31,2016		June 30, 2017		December 31, 2016
Performing	$	65,899	$	70,267	$	27,252	$	29,429	$	141	$	141	$	93,292	$	99,837		$	62,861	$	70,267	$	25,598	$	29,429	$	115	$	141	$	88,574	$	99,837
Non-performing		1,016		1,005		155		120		—		—		1,171		1,125			1,292		1,005		351		120		—		—		1,643		1,125
Total	$	66,915	$	71,272	$	27,407	$	29,549	$	141	$	141	$	94,463	$	100,962		$	64,153	$	71,272	$	25,949	$	29,549	$	115	$	141	$	90,217	$	100,962

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)	March 31, 2017		December 31, 2016		June 30, 2017		December 31, 2016
TDRs included in nonperforming loans and leases	$	2,681	$	2,632	$	2,470	$	2,632
TDRs in compliance with modified terms		6,492		6,395		6,148		6,395
Total TDRs	$	9,173	$	9,027	$	8,618	$	9,027

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The following table presents information regarding loan and lease modifications categorized as TDRs for the three months ended ~~March 31,~~June 30, 2017:

	For the Three Months Ended March 31, 2017						For the Three Months Ended June 30, 2017
(dollars in thousands)	Number of Contracts		Pre-Modification Outstanding Recorded Investment		Post-Modification Outstanding Recorded Investment		Number of Contracts		Pre-Modification Outstanding Recorded Investment		Post-Modification Outstanding Recorded Investment
Home equity loans and lines		1	$	8	$	8
Residential mortgage		1		194		202
Leases		3		62		62		2	$	59	$	59
Total		5	$	264	$	272		2	$	59	$	59

The following table presents information regarding the types of loan and lease modifications made for the three months ended ~~March 31,~~June 30, 2017:

Number of Contracts for the Three Months Ended March 31, 2017

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

Home equity loans and lines
— 1 — — — — —
Residential mortgage
— — 1 — — — —
Leases
— — — — 3 — —
Total
— 1 1 — 3 — —

	Number of Contracts for the Three Months Ended June 30, 2017
	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
Leases		—		—		—		—		2		—		—
Total		—		—		—		—		2		—		—

The following table presents information regarding loan and lease modifications categorized as TDRs for the six months ended June 30, 2017:

	For the Six Months Ended June 30, 2017
(dollars in thousands)	Number of Contracts		Pre-Modification Outstanding Recorded Investment		Post-Modification Outstanding Recorded Investment
Home equity loans and lines		1	$	8	$	8
Residential mortgage		1		194		202
Leases		5		121		121
Total		7	$	323	$	331

The following table presents information regarding the types of loan and lease modifications made for the six months ended June 30, 2017:

	Number of Contracts for the Six Months Ended June 30, 2017
	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
Home equity loans and lines		—		1		—		—		—		—		—
Residential mortgage		—		—		1		—		—		—		—
Leases		—		—		—		—		5		—		—
Total		—		1		1		—		5		—		—

During the three and six months ended ~~March 31,~~June 30, 2017, 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 March 31, 2017
(dollars in thousands) As of or for the three months ended June 30, 2017													Recorded Investment⁽²⁾		Principal Balance		Related Allowance		Average Principal Balance		Interest Income Recognized		Cash-Basis Interest Income Recognized
Impaired loans with related Allowance:
Home equity lines and loans													$	21	$	21	$	3	$	21	$	—	$	—
Residential mortgage	$	620	$	619	$	73	$	621	$	7	$	—		1,578		1,578		112		1,581		20		—
Commercial and industrial		88		121		11		110		1		—
Consumer		29		29		5		29		—		—		38		38		14		38		—		—
Total	$	737	$	769	$	89	$	760	$	8	$	—	$	1,637	$	1,637	$	129	$	1,640	$	20	$	—

Impaired loans without related Allowance^{(1) (3)}:
Commercial mortgage	$	1,570	$	1,570	$	—	$	1,573	$	15	$	—	$	2,071	$	2,106	$	—	$	2,113	$	15	$	—
Home equity lines and loans		1,945		2,806		—		2,358		2		—		1,514		2,054		—		1,536		1		—
Residential mortgage		6,637		6,623		—		6,755		53		—		5,371		5,712		—		5,496		36		—
Commercial and industrial		2,357		3,156		—		2,456		2		—		2,140		,2,796		—		2,338		3		—
Total	$	12,509	$	14,155	$	—	$	13,142	$	72	$	—	$	11,096	$	12,668	$	—	$	11,483	$	55	$	—

Grand total	$	13,246	$	14,924	$	89	$	13,902	$	80	$	—	$	12,733	$	14,305	$	129	$	13,123	$	75	$	—

⁽¹⁾	The table above does not include the recorded investment of $~~232~~379 thousand of impaired leases without a relatedAllowance.

⁽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 Note5D, 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 three months endedMarch 31, 2016

Impaired loans with related Allowance:

Residential mortgage
$ 628 $ 642 $ 74 $ 642 $ 7 $ —
Commercial and industrial
1,947 1,966 519 1,990 1 —
Consumer
30 30 5 30 — —
Total
$ 2,605 $ 2,638 $ 598 $ 2,662 $ 8 $ —

Impaired loans without related Allowance^{(1) (3)}:

Commercial mortgage
$ 405 $ 527 $ — $ 528 $ — $ —
Home equity lines and loans
1,906 2,393 — 2,538 1 —
Residential mortgage
6,861 7,707 — 8,134 52 —
Construction
12 974 — 994 — —
Commercial and industrial
2,009 2,826 — 4,759 1 —
Total
$ 11,193 $ 14,427 $ — $ 16,953 $ 54 $ —

Grand total
$ 13,798 $ 17,065 $ 598 $ 19,615 $ 62 $ —

(dollars in thousands) As of or for the six months ended June 30, 2017	Recorded Investment⁽²⁾		Principal Balance		Related Allowance		Average Principal Balance		Interest Income Recognized		Cash-Basis Interest Income Recognized
Impaired loans with related Allowance:
Home equity lines and loans	$	21	$	21	$	3	$	21	$	1	$	—
Residential mortgage		1,578		1,578		112		1,585		41		—
Consumer		38		38		14		39		1		—
Total	$	1,637	$	1,637	$	129	$	1,645	$	43	$	—

Impaired loans without related Allowance^{(1) (3)}:
Commercial mortgage	$	2,071	$	2,106	$	—	$	2,117	$	39	$	—
Home equity lines and loans		1,514		2,054		—		1,579		3		—
Residential mortgage		5,371		5,712		—		5,521		76		—
Commercial and industrial		2,140		,2,796		—		2,367		6		—
Total	$	11,096	$	12,668	$	—	$	11,584	$	124	$	—

Grand total	$	12,733	$	14,305	$	129	$	13,229	$	167	$	—

⁽¹⁾	The table above does not include the recorded investment of$~~122~~379 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
As of December 31,2016
Impaired loans with related allowance:
(dollars in thousands) As of or for the three months ended June 30, 2016							Recorded Investment⁽²⁾		Principal Balance		Related Allowance		Average Principal Balance		Interest Income Recognized		Cash-Basis Interest Income Recognized
Impaired loans with related Allowance:
Residential mortgage	$	622	$	622	$	73	$	626	$	626	$	74	$	640	$	7	$	—
Commercial and industrial		84		84		5		1,874		1,874		519		1,941		1		—
Consumer		31		31		8		32		32		7		32		—		—
Total	$	737	$	737	$	86	$	2,532	$	2,532	$	600	$	2,613	$	8	$	—

Impaired loans⁽¹⁾⁽³⁾ without related allowance:
Impaired loans without related Allowance^{(1) (3)}:
Commercial mortgage	$	1,577	$	1,577	$	—	$	139	$	139	$	—	$	142	$	1	$	—
Home equity lines and loans		2,354		2,778		—		3,082		3,400		—		3,568		2		—
Residential mortgage		6,644		6,970		—		6,840		7,169		—		8,041		52		—
Commercial and industrial		2,862		3,692		—		1,702		2,309		—		2,636		1		—
Consumer								2		2		—		2		—		—
Total	$	13,437	$	15,017	$	—	$	11,765	$	13,019	$	—	$	14,389	$	56	$	—

Grand total	$	14,174	$	15,754	$	86	$	14,297	$	15,551	$	600	$	17,002	$	64	$	—

⁽¹⁾	The table above does not include the recorded investment of $161 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) As of or for the six months ended June 30, 2016	Recorded Investment⁽²⁾		Principal Balance		Related Allowance		Average Principal Balance		Interest Income Recognized		Cash-Basis Interest Income Recognized
Impaired loans with related Allowance:
Residential mortgage	$	626	$	626	$	74	$	641	$	14	$	—
Commercial and industrial		1,874		1,874		519		1,965		3		—
Consumer		32		32		7		32		1		—
Total	$	2,532	$	2,532	$	600	$	2,638	$	18	$	—

Impaired loans without related Allowance^{(1) (3)}:
Commercial mortgage	$	139	$	139	$	—	$	143	$	1	$	—
Home equity lines and loans		3,082		3,400		—		3,578		19		—
Residential mortgage		6,840		7,169		—		7,723		106		—
Commercial and industrial		1,702		2,309		—		3,079		2		—
Consumer		2		2		—		2		—		—
Total	$	11,765	$	13,019	$	—	$	14,525	$	128	$	—

Grand total	$	14,297	$	15,551	$	600	$	17,163	$	146	$	—

⁽¹⁾	The table above does not include the recorded investment of $161 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) As of December 31, 2016	Recorded Investment⁽²⁾		Principal Balance		Related Allowance
Impaired loans with related allowance:
Residential mortgage	$	622	$	622	$	73
Commercial and industrial		84		84		5
Consumer		31		31		8
Total	$	737	$	737	$	86

Impaired loans⁽¹⁾⁽³⁾ without related allowance:
Commercial mortgage	$	1,577	$	1,577	$	—
Home equity lines and loans		2,354		2,778		—
Residential mortgage		6,644		6,970		—
Commercial and industrial		2,862		3,692		—
Total	$	13,437	$	15,017	$	—
Grand total	$	14,174	$	15,754	$	86

⁽¹⁾	The table above does not include the recorded investment of$240thousand 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 Note5D, 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, foracquired loans, the outstanding principal, remaining loan mark, and recorded investment, by portfolio segment, as of the dates indicated:

(dollars in thousands)

As of March 31, 2017

Outstanding
Principal

Remaining
Loan Mark

Recorded
Investment

Commercial mortgage
$ 151,454 $ (4,163
)
$ 147,291
Home equity lines and loans
29,047 (1,640
)
27,407
Residential mortgage
69,338 (2,423
)
66,915
Commercial and industrial
30,317 (3,296
)
27,021
Consumer
162 (21
)
141
Total
$ 280,318 $ (11,543
)
$ 268,775

(dollars in thousands)

As of December 31, 2016

Outstanding
Principal

Remaining
Loan Mark

Recorded
Investment

Commercial mortgage
$ 168,612 $ (4,593
)
$ 164,019
Home equity lines and loans
31,236 (1,687
)
29,549
Residential mortgage
73,902 (2,630
)
71,272
Commercial and industrial
32,812 (3,355
)
29,457
Consumer
163 (22
)
141
Total
$ 306,725 $ (12,287
)
$ 294,438

~~Page 23~~

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(dollars in thousands)	As of June 30, 2017
	Outstanding Principal		Remaining Loan Mark			Recorded Investment
Commercial mortgage	$	144,148	$	(4,009	)	$	140,139
Home equity lines and loans		27,522		(1,573	)		25,949
Residential mortgage		66,501		(2,348	)		64,153
Commercial and industrial		29,464		(3,133	)		26,331
Consumer		136		(21	)		115
Total	$	267,771	$	(11,084	)	$	256,687

(dollars in thousands)	As of December 31, 2016
	Outstanding Principal		Remaining Loan Mark			Recorded Investment
Commercial mortgage	$	168,612	$	(4,593	)	$	164,019
Home equity lines and loans		31,236		(1,687	)		29,549
Residential mortgage		73,902		(2,630	)		71,272
Commercial and industrial		32,812		(3,355	)		29,457
Consumer		163		(22	)		141
Total	$	306,725	$	(12,287	)	$	294,438

Note 6 - Deposits

The following table details the components of deposits:

(dollars in thousands)	March 31, 2017		December 31, 2016		June 30, 2017		December 31, 2016

Interest-bearing checking accounts	$	395,131	$	379,424	$	381,345	$	379,424
Money market accounts		757,071		761,657		729,859		761,657
Savings accounts		255,791		232,193		254,903		232,193
Wholesale non-maturity deposits		69,471		74,272		54,675		74,272
Wholesale time deposits		68,164		73,037		120,524		73,037
Time deposits		319,381		322,912		321,982		322,912
Total interest-bearing deposits		1,865,009		1,843,495		1,863,288		1,843,495
Non-interest-bearing deposits		771,556		736,180		818,475		736,180
Total deposits	$	2,636,565	$	2,579,675	$	2,681,763	$	2,579,675

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)

March 31,
2017

December 31,
2016

Repurchase agreements* – commercial customers
$ 23,613 $ 39,151
Short-term FHLB advances
— 165,000
Overnight federal funds
— —
Total short-term borrowings
$ 23,613 $ 204,151

(dollars in thousands)	June 30, 2017		December 31,2016
Repurchase agreements* – commercial customers	$	18,295	$	39,151
Short-term FHLB advances		112,000		165,000
Overnight federal funds		—		—
Total short-term borrowings	$	130,295	$	204,151

* overnight repurchase agreements with no expiration date

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

(dollars in thousands)	Three Months EndedMarch 31,						Three Months Ended June 30,						Six Months Ended June 30,
	2017			2016			2017			2016			2017			2016
Balance at period-end	$	23,613		$	37,010		$	130,295		$	19,119		$	130,295		$	19,119
Maximum amount outstanding at any month-end		39,378			38,972			130,295			54,715			130,295			54,715
Average balance outstanding during the period		47,603			34,158			98,869			32,328			73,378			33,243
Weighted-average interest rate:
As of period-end		0.10	%		0.27	%		1.11	%		0.10	%		1.11	%		0.10	%
Paid during the period		0.23	%		0.20	%		0.96	%		0.25	%		0.72	%		0.22	%

B. Long-term FHLB Advances ~~and Other Borrowings~~

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

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

(dollars in thousands)	March 31, 2017		December 31, 2016		June 30, 2017		December 31, 2016
Within one year	$	91,471	$	75,000	$	91,441	$	75,000
Over one year through five years		83,240		114,742		73,240		114,742
Total	$	174,711	$	189,742	$	164,681	$	189,742

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

(dollars in thousands)	Maturity Range⁽¹⁾		Weighted			Coupon Rate⁽¹⁾					Balance					Maturity Range⁽¹⁾		Weighted			Coupon Rate⁽¹⁾						Balance
Description	From	To	Average Rate⁽¹⁾			From			To		March 31, 2017		December 31, 2016			From	To	Average Rate⁽¹⁾			From			To			June 30, 2017		December 31, 2016
Bullet maturity – fixed rate	05/24/2017	12/19/2020		1.48	%		0.95	%	2.13	%	$	138,612	$	153,612		08/09/2017	12/19/2020		1.50	%		0.95	%		2.13	%	$	128,612	$	153,612
Bullet maturity – variable rate	11/28/2017	11/28/2017		1.20	%		1.20	%	1.20	%		15,000		15,000		11/28/2017	11/28/2017		1.35	%		1.35	%		1.35	%		15,000		15,000
Convertible-fixed⁽²⁾	01/03/2018	08/20/2018		2.94	%		2.58	%	3.50	%		21,099		21,130		01/03/2018	08/20/2018		2.94	%		2.58	%		3.50	%		21,069		21,130
Total											$	174,711	$	189,742	Total												$	164,681	$	189,742

⁽¹⁾Maturity range, weighted average rate and coupon rate range refers to~~March 31,~~June 30, 2017 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~~March 31,~~June 30, 2017, substantially all FHLB advances with this convertible feature are subject to conversion in fiscal 2017. These advances are included in the maturity ranges in which they mature, rather than the period in which they are subject to conversion.

C. Other Borrowings Information

As of ~~March 31,~~June 30, 2017 the Corporation had a maximum borrowing capacity with the FHLB of ~~$1.23~~$1.24 billion, of which the unused capacity was ~~$1.04~~$1.01 billion. In addition, there were unused capacities of $79.0 million in overnight federal funds lines, ~~$108.0~~$116.4 million of Federal Reserve Discount Window borrowings and $5.0 million in a revolving line of credit from a correspondent bank as of ~~March 31,~~June 30, 2017. 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 ~~$8.5~~$15.2 million and $17.3 million as of ~~March 31,~~June 30, 2017 and December 31, 2016, respectively. The carrying amount of the FHLB capital stock approximates 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.

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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. The grant date fair value of the RSAs and RSUs is based on the closing price on the date of the grant.

PSAs and PSUs have a restriction based on the passage of time and also have a restriction based on a performance criteria. The performance criteria may be a market-based criteria measured by the Corporation’s total shareholder return (“TSR”) relative to the performance of the community bank index or a bank peer group for the respective period. The fair value of the PSAs and PSUs based on the Corporation’s TSR relative to the performance of the community bank index is calculated using the Monte Carlo Simulation method. The performance criteria may also be based on a non-market-based criteria such as return on average equity. The grant date fair value of these PSUs and PSAs is based on the closing price of the Corporation’s stock on the date of the grant. PSU and PSA grants may have a vesting percent ranging from 0% to 150%.

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.

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The following table provides information about options outstanding for the three months ended ~~March 31,~~June 30, 2017:

	Shares			Weighted Average Exercise Price		Weighted Average Grant Date Fair Value		Shares			Weighted Average Exercise Price		Weighted Average Grant Date Fair Value
Options outstanding, December 31, 2016		185,023		$	21.04	$	4.88
Options outstanding, March 31, 2017									155,845		$	20.80	$	4.86
Forfeited		—		$	—	$	—		—		$	—	$	—
Expired		—		$	—	$	—		—		$	—	$	—
Exercised		(29,178	)	$	22.29	$	4.98		(16,011	)	$	22.17	$	4.96
Options outstanding, March 31, 2017		155,845		$	20.80	$	4.86
Options outstanding, June 30, 2017									139,834		$	20.65	$	4.85

The following table provides information about options outstanding for the six months ended June 30, 2017:

	Shares			Weighted Average Exercise Price		Weighted Average Grant Date Fair Value
Options outstanding, December 31, 2016		185,023		$	21.04	$	4.88
Forfeited		—		$	—	$	—
Expired		—		$	—	$	—
Exercised		(45,189	)	$	22.25	$	4.97
Options outstanding, June 30, 2017		139,834		$	20.65	$	4.85

As of ~~March 31,~~June 30, 2017, there were no unvested stock options.

For the three and six months ended ~~March 31,~~June 30, 2017, the Corporation did not recognize any expense related to stock options. As of ~~March 31,~~June 30, 2017, there was no unrecognized expense related to stock options.

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Proceeds, related tax benefits realized from options exercised and intrinsic value of options exercised during the three and six months ended ~~March 31,~~June 30, 2017 and 2016 are detailed below:

					Three Months Ended June 30,				Six Months Ended June 30,
(dollars in thousands)	Three Months Ended March 31,				2017		2016		2017		2016
	2017		2016
Proceeds from exercise of stock options	$	650	$	283	$	355	$	363	$	1,005	$	647
Related tax benefit recognized		141		47		86		13		227		13
Net proceeds of options exercised	$	791	$	330	$	441	$	376	$	1,232	$	660
Intrinsic value of options exercised	$	548	$	131	$	326	$	124	$	874	$	255

The following table provides information about options outstanding and exercisable at ~~March 31,~~June 30, 2017:

(dollars in thousands, except exercise price)	Outstanding		Exercisable		Outstanding		Exercisable
Number of shares		155,845		155,845		139,834		139,834
Weighted average exercise price	$	20.80	$	20.80	$	20.65	$	20.65
Aggregate intrinsic value	$	2,914	$	2,914	$	3,055	$	3,055
Weighted average contractual term in years		1.8		1.8		1.6		1.6

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 six months ended ~~March 31,~~June 30, 2017, the Corporation recognized ~~$180~~$143 thousand and $323 thousand, respectively, of expense related to the Corporation’s RSAs and RSUs. As of ~~March 31,~~June 30, 2017, there was ~~$1.1~~$1.0 million of unrecognized compensation cost related to RSAs and RSUs. This cost will be recognized over a weighted average period of ~~2.0~~2.1 years.

The following table details the unvested RSAs and RSUs for the three and six months ended ~~March 31,~~June 30, 2017:

	Three Months EndedMarch 31, 2016					Three Months Ended June 30, 2017					Six Months Ended June 30, 2017
	Number of Shares			Weighted Average Grant Date Fair Value		Number of Shares			Weighted Average Grant Date Fair Value		Number of Shares			Weighted Average Grant Date Fair Value
Beginning balance		58,862		$	29.57		59,862		$	29.86		58,862		$	29.57
Granted		2,000		$	38.51		4,200		$	40.65		6,200		$	39.96
Vested		(1,000	)	$	30.04		(5,300	)	$	27.38		(6.300	)	$	27.80
Forfeited		—		$	—		(3,500	)	$	29.33		(3,500	)	$	29.33
Ending balance		59,862		$	29.86		55,262		$	30.95		55,262		$	30.95

For the three and six months ended ~~March 31,~~June 30, 2017, the Corporation recorded ~~a $4~~$27 thousand and $31 thousand, respectively, of excess tax ~~benefit~~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 six months ended ~~March 31,~~June 30, 2017, the Corporation recognized ~~$304~~$288 thousand and $592 thousand, respectively, of expense related to the PSAs and PSUs. As of ~~March 31,~~June 30, 2017, there was ~~$1.7~~$1.4 million of unrecognized compensation cost related to ~~PSAs and PSUs.~~PSAs. This cost will be recognized over a weighted average period of ~~1.9~~1.7 years.

~~For the three months ended March 31, 2017, the Corporation recorded $0~~

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Table of ~~tax benefit related to the vesting of PSAs and PSUs.~~

Contents

The following table details the unvested PSAs and PSUs for the three and six months ended ~~March 31,~~June 30, 2017:

	Three Months EndedMarch 31, 2017				Three Months Ended June 30, 2017				Six Months Ended June 30, 2017
	Number of Shares		Weighted Average Grant Date Fair Value		Number of Shares		Weighted Average Grant Date Fair Value		Number of Shares		Weighted Average Grant Date Fair Value
Beginning balance		192,844	$	18.77		192,844	$	18.77		192,844	$	18.77
Granted		—		—		—	$	—		—	$	—
Vested		—		—		—	$	—		—	$	—
Forfeited		—		—		—	$	—		—	$	—
Ending balance		192,844	$	18.77		192,844	$	18.77		192,844	$	18.77

Note 9 - Pension and Other Post-Retirement Benefit Plans

The Corporation has two defined benefit pension plans (“SERP I” and “SERP II”), both of which are non-qualified plans which are restricted to certain senior officers of the Corporation.

SERP I provides each participant with the equivalent pension benefit provided by a previously settled qualified defined benefit plan on any compensation and bonus deferrals that exceed the IRS limit applicable to such plan.

On February 12, 2008, the Corporation amended 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.

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

The following tables provide details of the components of the net periodic benefits cost (benefit) for the three and six months ended ~~March 31,~~June 30, 2017 and 2016:

	Three Months EndedMarch 31,								Three Months Ended June 30,
	SERP I and SERP II				PRBP				SERP I and SERP II				PRBP
(dollars in thousands)	2017		2016		2017		2016		2017		2016		2017		2016
Service cost	$	—	$	—	$	—	$	—	$	—	$	—	$	—	$	—
Interest cost		44		46		3		4		44		46		3		5
Expected return on plan assets		—		—		—		—		—		—		—		—
Amortization of prior service costs		—		—		—		—		—		—		—		—
Amortization of net loss		14		14		9		10		15		14		9		10
Net periodic benefit cost	$	58	$	60	$	12	$	14	$	59	$	60	$	12	$	15

	Six Months Ended June 30,
	SERP I and SERP II				PRBP
(dollars in thousands)	2017		2016		2017		2016
Service cost	$	—	$	—	$	—	$	—
Interest cost		88		92		6		9
Expected return on plan assets		—		—		—		—
Amortization of prior service costs		—		—		—		—
Amortization of net loss		29		28		18		20
Net periodic benefit cost	$	117	$	120	$	24	$	29

SERP I and SERP II:The Corporation contributed $65 thousand and $130 thousand during the three and six months ended ~~March 31,~~June 30, 2017, respectively, and is expected to contribute an additional ~~$195~~$130 thousand to the SERP I and SERP II plans for the remaining ~~nine~~six months of 2017.

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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.

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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,~~the Robert J. McAllister agency (“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.

The following tables detail segment information for the three and six months ended ~~March 31,~~June 30, 2017 and 2016:

Three Months EndedMarch 31, 2017

Three Months EndedMarch 31,2016

(dollars in thousands)

Banking

Wealth
Management

Consolidated

Banking

Wealth
Management

Consolidated

Net interest income
$ 27,402 $ 1 $ 27,403 $ 25,901 $ 1 $ 25,902
Less: loan loss provision
291 — 291 1,410 — 1,410
Net interest income after loan loss provision
27,111 1 27,112 24,491 1 24,492
Other income:

Fees for wealth management services
— 9,303 9,303 — 8,832 8,832
Service charges on deposit accounts
647 — 647 702 — 702
Loan servicing and other fees
503 — 503 492 — 492
Net gain on sale of loans
629 — 629 705 — 705
Net gain (loss) on sale of available for sale securities
1 — 1 (15
)
— (15
)
Net (loss) gain on sale of other real estate owned
— — — (76
)
— (76
)
Insurance commissions
— 763 763 — 1,276 1,276
Other operating income
1,333 48 1,381 1,201 36 1,237
Total other income
3,113 10,114 13,227 3,009 10,144 13,153

Other expenses:

Salaries & wages
8,630 3,820 12,450 7,897 3,841 11,738
Employee benefits
1,627 932 2,559 1,645 840 2,485
Occupancy & equipment
2,127 399 2,526 2,082 406 2,488
Amortization of intangible assets
353 340 693 220 671 891
Professional fees
681 30 711 799 14 813
Due diligence, merger-related and merger integration costs
511 — 511 — — —
Other operating expenses
6,184 1,026 7,210 5,717 864 6,581
Total other expenses
20,113 6,547 26,660 18,360 6,636 24,996
Segment profit
10,111 3,568 13,679 9,140 3,509 12,649
Intersegment (revenues) expenses*
(112
)
112 — (99
)
99 —
Pre-tax segment profit after eliminations
$ 9,999 $ 3,680 $ 13,679 $ 9,041 $ 3,608 $ 12,649
% of segment pre-tax profit after eliminations
73.1
%
26.9
%
100.0
%
71.5
%
28.5
%
100.0
%
Segment assets(dollars in millions)
$ 3,247 $ 46 $ 3,293 $ 3,010 $ 48 $ 3,058

	Three Months Ended June 30, 2017									Three Months Ended June 30, 2016
(dollars in thousands)	Banking			Wealth Management			Consolidated			Banking			Wealth Management			Consolidated

Net interest income	$	27,964		$	1		$	27,965		$	26,626		$	1		$	26,627
Less: loan loss provision		(83	)		—			(83	)		445			—			445
Net interest income after loan loss provision		28,047			1			28,048			26,181			1			26,182
Other income:
Fees for wealth management services		—			9,807			9,807			—			9,431			9,431
Service charges on deposit accounts		630			—			630			713			—			713
Loan servicing and other fees		519			—			519			539			—			539
Net (loss) gain on sale of loans		520			—			520			857			—			857
Net gain on sale of available for sale securities		—			—			—			(43	)		—			(43	)
Net (loss) gain on sale of other real estate owned		(12	)		—			(12	)		—			—			—
Insurance commissions		—			943			943			—			845			845
Other operating income		2,329			49			2,378			1,411			28			1,439
Total other income		3,986			10,799			14,785			3,477			10,304			13,781

Other expenses:
Salaries & wages		9,284			4,296			13,580			8,282			3,915			12,197
Employee benefits		1,492			983			2,475			1,590			846			2,436
Occupancy & equipment		1,849			398			2,247			1,971			396			2,367
Amortization of intangible assets		196			491			687			218			671			889
Professional fees		1,031			18			1,049			897			49			946
Other operating expenses		7,418			1,039			8,457			6,281			1,104			7,385
Total other expenses		21,270			7,225			28,495			19,239			6,981			26,220
Segment profit		10,763			3,575			14,338			10,419			3,324			13,743
Intersegment (revenues) expenses*		(112	)		112			—			(99	)		99			—
Pre-tax segment profit after eliminations	$	10,651		$	3,687		$	14,338		$	10,320		$	3,423		$	13,743
% of segment pre-tax profit after eliminations		74.3	%		25.7	%		100.0	%		75.1	%		24.9	%		100.0	%
Segment assets(dollars in millions)	$	3,387		$	51		$	3,438		$	3,042		$	48		$	3,090

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	Six Months Ended June 30, 2017									Six Months Ended June 30, 2016
(dollars in thousands)	Banking			Wealth Management			Consolidated			Banking			Wealth Management			Consolidated

Net interest income	$	55,366		$	2		$	55,368		$	52,528		$	1		$	52,529
Less: loan loss provision		208			—			208			1,855			—			1,855
Net interest income after loan loss provision		55,158			2			55,160			50,673			1			50,674
Other income:
Fees for wealth management services		—			19,110			19,110			—			18,263			18,263
Service charges on deposit accounts		1,277			—			1,277			1,415			—			1,415
Loan servicing and other fees		1,022			—			1,022			1,031			—			1,031
Net (loss) gain on sale of loans		1,149			—			1,149			1,562			—			1,562
Net gain on sale of available for sale securities		1			—			1			(58	)		—			(58	)
Net (loss) gain on sale of other real estate owned		(12	)		—			(12	)		(76	)		—			(76	)
Insurance commissions		—			1,706			1,706			—			2,121			2,121
Other operating income		3,662			97			3,759			2,612			64			2,676
Total other income		7,099			20,913			28,012			6,486			20,448			26,934

Other expenses:
Salaries & wages		17,915			8,115			26,030			16,179			7,756			23,935
Employee benefits		3,119			1,915			5,034			3,235			1,686			4,921
Occupancy & equipment		3,976			797			4,773			4,054			801			4,855
Amortization of intangible assets		392			988			1,380			438			1,342			1,780
Professional fees		1,712			48			1,760			1,696			63			1,759
Other operating expenses		14,113			2,065			16,178			11,998			1,968			13,966
Total other expenses		41,227			13,928			55,155			37,600			13,616			51,216
Segment profit		21,030			6,987			28,017			19,559			6,833			26,392
Intersegment (revenues) expenses*		(224	)		224						(198	)		198			—
Pre-tax segment profit after eliminations	$	20,806		$	7,211		$	28,017		$	19,361		$	7,031		$	26,392
% of segment pre-tax profit after eliminations		74.3	%		25.7	%		100.0	%		73.4	%		26.6	%		100.0	%
Segment assets(dollars in millions)	$	3,387		$	51		$	3,438		$	3,042		$	48		$	3,090

* 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)

March 31, 2017

December 31,2016

Assets under management, administration, supervision and brokerage:
$ 11,725.5 $ 11,328.5

	*(dollars in millions)*
	June 30, 2017		December 31,2016
Assets under management, administration, supervision and brokerage:	$	12,050.6	$	11,328.5

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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 six months ended ~~March 31,~~June 30, 2017 and 2016:

	Three Months EndedMarch 31,						Three Months Ended June 30,
(dollars in thousands)	2017			2016			2017			2016
Balance, beginning of period	$	5,582		$	5,142		$	5,686		$	5,183
Additions		276			259			213			243
Amortization		(169	)		(136	)		(173	)		(181	)
Recovery		2			—			—			—
Impairment		(5	)		(83	)		(43	)		(599	)
Balance, end of period	$	5,686		$	5,182		$	5,683		$	4,646
Fair value	$	6,394		$	5,182		$	6,057		$	4,646

	Six Months Ended June 30,
(dollars in thousands)	2017			2016
Balance, beginning of period	$	5,582		$	5,142
Additions		489			502
Amortization		(342	)		(316	)
Recovery		2			—
Impairment		(48	)		(682	)
Balance, end of period	$	5,683		$	4,646
Fair value	$	6,057		$	4,646
Residential mortgage loans serviced for others, end of period	$	631,888		$	610,418

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As of ~~March 31,~~June 30, 2017 and December 31, 2016, key economic assumptions and the sensitivity of the current fair value of MSRs to immediate 10 and 20 percent adverse changes in those assumptions are as follows:

(dollars in thousands)	March 31, 2017			December 31, 2016			June 30, 2017			December 31,2016
Fair value amount of MSRs	$	6,394		$	6,154		$	6,057		$	6,154
Weighted average life (in years)		6.3			6.3			5.9			6.3
Prepayment speeds (constant prepayment rate)*		10.0	%		10.2	%		11.5	%		10.2	%
Impact on fair value:
10% adverse change	$	(115	)	$	(115	)	$	(171	)	$	(115	)
20% adverse change	$	(238	)	$	(238	)	$	(346	)	$	(238	)
Discount rate		9.55	%		9.55	%		9.55	%		9.55	%
Impact on fair value:
10% adverse change	$	(236	)	$	(225	)	$	(208	)	$	(225	)
20% adverse change	$	(455	)	$	(434	)	$	(401	)	$	(434	)

* 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 and Hirshorn in May 2017 are detailed below:

(dollars in thousands)	Balance December 31, 2016		Additions/ Adjustments		Amortization			Balance March 31, 2017		Amortization Period			Balance December 31, 2016		Additions/ Adjustments		Amortization			BalanceJune 30, 2017		Amortization Period (in years)
Goodwill – Wealth	$	20,412	$	—	$	—		$	20,412		Indefinite		$	20,412	$	—	$	—		$	20,412	Indefinite
Goodwill – Banking		80,783		—		—			80,783		Indefinite			80,783		—		—			80,783	Indefinite
Goodwill – Insurance		3,570		—		—			3,570		Indefinite			3,570		2,362		—			5,932	Indefinite
Total	$	104,765	$	—	$	—		$	104,765				$	104,765	$	2,362	$	—		$	107,127
Core deposit intangible (years)	$	3,447	$	—	$	(184	)	$	3,263		10
Customer relationships (years)		13,056		—		(368	)		12,688	10	to	20
Non-compete agreements (years)		1,634		—		(129	)		1,505	5	to	10
Core deposit intangible													$	3,447	$	—	$	(368	)	$	3,079			10
Customer relationships														13,056		2,672		(748	)		14,980		10	to	20
Non-compete agreements														1,634		41		(235	)		1,440		5	to	10
Trade name		2,165		—		—			2,165		Indefinite			2,165		195		(5	)		2,355		3	to	Indefinite
Domain name		—		152		—			152		Indefinite			—		151		—			151		Indefinite
Favorable lease (months)		103		—		(12	)		91	17	to	75
Favorable lease														103		—		(24	)		79		17	to	75 months
Total	$	20,405	$	152	$	(693	)	$	19,864				$	20,405	$	3,059	$	(1,380	)	$	22,084
Grand total	$	125,170	$	152	$	(693	)	$	124,629				$	125,170	$	5,421	$	(1,380	)	$	129,211

The Corporation performed its annual review of goodwill and identifiable intangible assets as of October 31, 2016 in accordance with ASC 350, “Intangibles Goodwill and Other.” For the ~~five~~eight months ended ~~March 31,~~June 30, 2017, the Corporation determined there were no events that would necessitate impairment testing of goodwill and other intangible assets.

Note 13 – Derivative Instruments and Hedging Activities

Derivative financial instruments involve, to varying degrees, interest rate, market and credit risk. The Corporation manages these risks as part of its asset and liability management process and through credit policies and procedures. The Corporation seeks to minimize counterparty credit risk by establishing credit limits and collateral agreements and utilizes certain derivative financial instruments to enhance its ability to manage interest rate risk that exists as part of its ongoing business operations. The derivative transactions entered into by the Corporation are an economic hedge of a derivative offering to a Bank customer. The Corporation does not use derivative financial instruments for trading purposes.

Customer Derivatives – Interest Rate Swaps. The Corporation enters into interest rate swaps that allow commercial loan customers to effectively convert a variable-rate commercial loan agreement to a fixed-rate commercial loan agreement. Under these agreements, the Corporation originates variable-rate loans with customers in addition to interest rate swap agreements, which serve to effectively swap the customers’ variable-rate loans into a fixed-rate loans. The Company then enters into corresponding swap agreements with swap dealer counterparties to economically hedge its exposure on the variable and fixed components of the customer agreements. The interest rate swaps with both the customers and third parties are not designated as hedges under FASB ASC 815 and are marked to market through earnings. As the interest rate swaps are structured to offset each other, changes to the underlying benchmark interest rates considered in the valuation of these instruments do not result in an impact to earnings; however, there may be fair value adjustments related to credit quality variations between counterparties, which may impact earnings as required by FASB ASC 820. As of June 30, 2017, there were no fair value adjustments related to credit quality.

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The following table details the derivative instruments as of June 30, 2017 and December 31, 2016:

	Asset Derivatives				Liability Derivatives
(dollars in thousands)	Notional Amount		Fair Value		Notional Amount		Fair Value
Derivatives not designated as hedging instruments
As of June 30, 2017:
Customer derivatives – interest rate swaps	$	42,977	$	794	$	42,977	$	794
Total derivatives	$	42,977	$	794	$	42,977	$	794

As of December 31, 2016:
Customer derivatives – interest rate swaps	$	—	$	—	$	—	$	—
Total derivatives	$	—	$	—	$	—	$	—

The Company has an International Swaps and Derivatives Association agreement with a third party that requires a minimum dollar transfer amount upon a margin call. This requirement is dependent on certain specified credit measures. The amount of collateral posted with the third party at June 30, 2017 and December 31, 2016 was $840 thousand and $0, respectively. The amount of collateral posted with the third party is deemed to be sufficient to collateralize both the fair market value change as well as any additional amounts that may be required as a result of a change in the specified credit measures. The aggregate fair value of all derivative financial instruments in a liability position with credit measure contingencies and entered into with the third party was $794 thousand and $0 as of June 30, 2017 and December 31, 2016, respectively.

Note 1314 – Accumulated Other ComprehensiveIncome (Loss)

The following ~~table details~~tables detail the components of accumulated other comprehensive income (loss) for the three and six month periods ended ~~March 31,~~June 30, 2017 and 2016:

(dollars in thousands)

Net Change in Unrealized Gains on Available-for-Sale Investment Securities

Net Change in Unfunded Pension Liability

Accumulated Other ComprehensiveIncome (Loss)

Balance, December 31, 2016
$ (1,231
)
(1,178
)
(2,409
)
Net change
387 32 419
Balance, March 31, 2017
$ (844
)
(1,146
)
(1,990
)

Balance, December 31, 2015
$ 774 (1,186
)
(412
)
Net change
1,921 (7 ) 1,914
Balance, March 31, 2016
$ 2,695 (1,193
)
1,502

(dollars in thousands)	Net Change in Unrealized Gains on Available-for- Sale Investment Securities			Net Change in Unfunded Pension Liability			Accumulated Other Comprehensive (Loss) Income
Balance, March 31, 2017	$	(844	)	$	(1,146	)	$	(1,990	)
Net change		411			15			426
Balance, June 30, 2017	$	(433	)	$	(1,131	)	$	(1,564	)

Balance, March 31, 2016	$	2,695		$	(1,193	)	$	1,502
Net change		970			16			986
Balance, June 30, 2016	$	3,665		$	(1,177	)	$	2,488

(dollars in thousands)	Net Change in Unrealized Gains on Available-for- Sale Investment Securities			Net Change in Unfunded Pension Liability			Accumulated Other Comprehensive(Loss) Income
Balance, December 31, 2016	$	(1,231	)	$	(1,178	)	$	(2,409	)
Net change		798			47			845
Balance, June 30, 2017	$	(433	)	$	(1,131	)	$	(1,564	)

Balance, December 31, 2015	$	774		$	(1,186	)	$	(412	)
Net change		2,891			9			2,900
Balance, June 30, 2016	$	3,665		$	(1,177	)	$	2,488

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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 six month periods ended ~~March 31,~~June 30, 2017 and 2016:

Description of Accumulated Other

Amount Reclassified from Accumulated
Other Comprehensive Loss

Comprehensive Loss Component
For The Three Months Ended March 31,
Affected Income Statement Category

2017

2016

Net unrealized gain on investment securities available for sale:

Realization of loss (gain) on sale of investment securities available for sale
$ (1
)
$ 15
Net (loss) gain on sale of available for sale investment securities
Less: income tax benefit (expense)
— 6
Less: income tax benefit (expense)
Net of income tax
$ (1
)
$ 9
Net of income tax

Unfunded pension liability:

Amortization of net loss included in net periodic pension costs*
$ 23 $ 24
Employee benefits
Amortization of prior service cost included in net periodic pension costs*
— —
Employee benefits
Total expense before income tax benefit
23 24
Total expense before income tax benefit
Less: income tax benefit
8 8
Less: income tax benefit
Net of income tax
$ 15 $ 16
Net of income tax

Description of Accumulated Other	Amount Reclassified from Accumulated Other Comprehensive Loss
Comprehensive Loss Component	For The Three Months Ended June 30,				Affected Income Statement Category
	2017		2016
*Net unrealized gain on investment securities available for sale:*
Realization of loss on sale of investment securities available for sale	$	—	$	43	Net gain on sale of available for sale investment securities
Less: income tax benefit (expense)		—		15	Less: income tax expense
Net of income tax	$	—	$	28	Net of income tax

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

Description of Accumulated Other	Amount Reclassified from Accumulated Other Comprehensive Loss
Comprehensive Loss Component	For The Six Months Ended June 30,					Affected Income Statement Category
	2017			2016
*Net unrealized gain on investment securities available for sale:*
Realization of (gain) loss on sale of investment securities available for sale	$	(1	)	$	58	Net (loss) gain on sale of available for sale investment securities
Less: income tax expense		—			20	Less: income tax expense
Net of income tax	$	(1	)	$	38	Net of income tax

*Unfunded pension liability:*
Amortization of net loss included in net periodic pension costs*	$	47		$	48	Employee benefits
Amortization of prior service cost included in net periodic pension costs*		—			—	Employee benefits
Total expense before income tax benefit		47			48	Total expense before income tax benefit
Less: income tax benefit		16			17	Less: income tax benefit
Net of income tax	$	31		$	31	Net of income tax

*Accumulated other comprehensive loss components are included in the computation of net periodic pension cost. See Note9 - Pension and Other Post-Retirement Benefit Plans

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Note 1415 - Shareholders’ Equity

Dividend

On ~~April~~July 20, 2017, the Corporation’s Board of Directors declared a regular quarterly dividend of ~~$0.21~~$0.22 per share payable ~~June~~September 1, 2017 to shareholders of record as of ~~May~~August 2, 2017. During the ~~first~~second quarter of 2017, 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 ~~February~~May 2, 2017 of ~~17,190,700~~17,236,926 shares.

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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.~~options and the vesting of restricted stock units. During the ~~three~~six months ended ~~March 31,~~June 30, 2017, ~~29,178~~45,198 shares were issued pursuant to the exercise of stock options, increasing shareholders’ equity by ~~$650~~$1.0 million. During the six months ended June 30, 2017, 6,300 restricted stock units vested and were issued. The increase in shareholders’ equity related to the issuance of the restricted stock units, which is recognized over the vesting period through stock based compensation expense, was $175 thousand.

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~~six months ended ~~March 31,~~June 30, 2017, no shares were repurchased under the 2015 Program. As of ~~March 31,~~June 30, 2017, 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 1516 - 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 ~~months~~or six month periods ended ~~March 31,~~June 30, 2017 or 2016.

Note 1617 - 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.

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The Corporation’s interest rate swaps are reported at fair value utilizing Level 2 inputs. Prices of these instruments are obtained through an independent pricing source utilizing pricing information which may include market observed quotations for swaps, LIBOR rates, forward rates and rate volatility. When entering into a derivative contract, the Corporation is exposed to fair value changes due to interest rate movements, and the potential non-performance of our contract counterparty. The Corporation has developed a methodology to value the non-performance risk based on internal credit risk metrics and the unique characteristics of derivative instruments, which include notional exposure rather than principle at risk and interest payment netting. The results of this methodology are used to adjust the base fair value of the instrument for the potential counterparty credit risk.

The value of the investment portfolio isand interest rate swaps are 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 ~~March 31,~~June 30, 2017 and December 31, 2016 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 ~~March 31,~~June 30, 2017:

(dollars in millions)	Total		Level 1		Level 2		Level 3		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	$	—	$	—	$	0.1	$	0.1	$	—	$	—
Obligations of the U.S. government agency securities		100.5		—		100.5		—		126.5		—		126.5		—
Obligations of state & political subdivisions		30.9		—		30.9		—		27.5		—		27.5		—
Mortgage-backed securities		202.5		—		202.5		—		235.7		—		235.7		—
Collateralized mortgage obligations		45.5		—		45.5		—		42.5		—		42.5		—
Mutual funds		19.5		19.5		—		—		15.4		15.4		—		—
Other debt securities		1.3		—		1.3		—		1.1		—		1.1		—
Interest rate swaps										0.8		—		0.8		—
Total assets measured on a recurring basis at fair value	$	400.3	$	19.6	$	380.7	$	—	$	449.6	$	15.5	$	434.1	$	—

Assets Measured at Fair Value on a Non-Recurring Basis
Mortgage servicing rights	$	6.4	$	—	$	—	$	6.4	$	6.1	$	—	$	—	$	6.1
Impaired loans and leases		13.4		—		—		13.4		13.0		—		—		13.0
Other real estate owned (“OREO”)		1.0		—		—		1.0		1.1		—		—		1.1
Total assets measured on a non-recurring basis at fair value	$	20.8	$	—	$	—	$	20.8	$	20.2	$	—	$	—	$	20.2

The following table sets forth the fair value of assets measured on a recurring and non-recurring basis as of December 31, 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	$	200.1	$	200.1	$	—	$	—
Obligations of the U.S. government agency securities		82.2		—		82.2		—
Obligations of state & political subdivisions		33.5		—		33.5		—
Mortgage-backed securities		188.8		—		188.8		—
Collateralized mortgage obligations		48.7		—		48.7		—
Mutual funds	19.1		19.1			—		—
Other debt securities		1.3		—		1.3		—
Total assets measured on a recurring basis at fair value	$	573.7	$	219.2	$	354.5	$	—

Assets Measured at Fair Value on a Non-Recurring Basis
Mortgage servicing rights	$	6.2	$	—	$	—	$	6.2
Impaired loans and leases		14.3		—		—		14.3
OREO		1.0		—		—		1.0
Total assets measured on a non-recurring basis at fair value	$	21.5	$	—	$	—	$	21.5

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During the three and six months ended ~~March 31,~~June 30, 2017, ~~an increase~~increases of $3$40 thousand ~~was~~and $43 thousand, respectively, were 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 and six months ended ~~March 31,~~June 30, 2017.

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 1718 - 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 accrued interest receivable, income taxes receivable and other investments approximates fair value.

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.

SubordinatedNotes

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

Other Liabilities

The carrying amounts of accrued interest payable and other accrued payables approximate fair value.

Interest Rate Swaps

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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 ofMarch 31,				As of December 31,					As ofJune 30,				As of December 31
		Fair Value	2017				2016				Fair Value	2017				2016
(dollars in thousands)		Hierarchy Level*	Carrying Amount		Estimated Fair Value		Carrying Amount		Estimated Fair Value		Hierarchy Level*	Carrying Amount		Estimated Fair Value		Carrying Amount		Estimated Fair Value

Financial assets:
Cash and cash equivalents		Level 1	$	87,435	$	87,435	$	50,765	$	50,765	Level 1	$	50,158	$	50,158	$	50,765	$	50,765
Investment securities, available for sale		See Note 16		391,028		392,239		566,996		566,996	See Note 17		443,687		443,687		566,996		566,996
Investment securities, trading		See Note 16		4,138		4,138		3,888		3,888	See Note 17		4,021		4,021		3,888		3,888
Investments, held to maturity		Level 2		5,194		5,116		2,879		2,818	Level 2		5,161		5,102		2,879		2,818
Loans held for sale		Level 2		3,015		3,015		9,621		9,621	Level 2		8,590		8,590		9,621		9,621
Net portfolio loans and leases		Level 3		2,538,482		2,564,015		2,517,939		2,505,546	Level 3		2,650,252		2,685,748		2,517,939		2,505,546
Mortgage servicing rights		Level 3		5,686		6,394		5,582		6,154	Level 3		5,683		6,057		5,582		6,154
Interest rate swaps											Level 2		794		794		—		—
Other assets		Level 3		25,613		25,613		34,465		34,465	Level 3		32,567		32,567		34,465		34,465
Total financial assets	Total financial assets		$	3,060,591	$	3,087,965	$	3,192,135	$	3,180,253	Total financial assets	$	3,200,913	$	3,236,724	$	3,192,135	$	3,180,253
Financial liabilities:
Deposits		Level 2	$	2,636,565	$	2,635,731	$	2,579,675	$	2,579,011	Level 2	$	2,681,763	$	2,680,639	$	2,579,675	$	2,579,011
Short-term borrowings		Level 2		23,613		23,612		204,151		204,151	Level 2		130,295		130,295		204,151		204,151
Long-term FHLB advances and other borrowings		Level 2		174,711		174,967		189,742		186,863
Long-term FHLB advances											Level 2		164,681		164,901		189,742		186,863
Subordinated notes		Level 2		29,546		29,624		29,532		29,228	Level 2		29,559		30,182		29,532		29,228
Interest rate swaps											Level 2		794		794		—		—
Other liabilities		Level 2		40,087		40,087		37,303		37,303	Level 2		36,150		36,150		37,303		37,303
Total financial liabilities	Total financial liabilities		$	2,904,522	$	2,904,021	$	3,040,403	$	3,036,556	Total financial liabilities	$	3,043,242	$	3,042,961	$	3,040,403	$	3,036,556

*See Note 1617 for a description of fair value hierarchy levels.

Note 1819 - Recent Accounting Pronouncements

FASB ASU No. 2014-09 (Topic 606), “Revenue from Contracts with Customers”

Issued in May 2014, ASU 2014-09 will require an entity to recognize revenue when it transfers promised goods or services to customers using a five-step model that requires entities to exercise judgment when considering the terms of the contracts. In August 2015, the FASB issued ASU No. 2015-14, Revenue from Contracts with Customers (Topic 606): Deferral of the Effective Date. This amendment defers the effective date of ASU 2014-09 by one year. In March 2016, the FASB issued ASU 2016- 08, “Principal versus Agent Considerations (Reporting Gross versus Net),” which amends the principal versus agent guidance and clarifies that the analysis must focus on whether the entity has control of the goods or services before they are transferred to the customer. In addition, the FASB issued ASU Nos. 2016-20, Technical Corrections and Improvements to Topic 606, Revenue from Contracts with Customers and 2016-12, Narrow-Scope Improvements and Practical Expedients, both of which provide additional clarification of certain provisions in Topic 606. These Accounting Standards Codification (“ASC”) updates are effective for annual reporting periods beginning after December 15, 2017, but early adoption is permitted. Early adoption is permitted only as of annual reporting periods after December 15, 2016. The standard permits the use of either the retrospective or retrospectively with the cumulative effect transition method. The Corporation is currently in the process of evaluating all revenue streams, accounting policies, practices and reporting to identify and understand any impact on the Corporation’s Consolidated Financial Statements. Our preliminary evaluation suggests that adoption of this guidance is not expected to have a material effect on our Consolidated Financial Statements.

FASB ASU 2017-04 (Topic 350), “Intangibles – Goodwill and Others”

Issued in January 2017, ASU 2017-04 simplifies how an entity is required to test goodwill for impairment by eliminating Step 2 from the goodwill impairment test. Step 2 measures a goodwill impairment loss by comparing the implied fair value of a reporting unit’s goodwill with the carrying amount of that goodwill. ASU 2017-04 is effective for annual periods beginning after December 15, 2019 including interim periods within those periods. The Corporation is evaluating the effect that ASU 2017-04 will have on its consolidated financial statements and related disclosures.

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FASB ASU 2017-01 (Topic 805), “Business Combinations”

Issued in January 2017, ASU 2017-01 clarifies the definition of a business with the objective of adding guidance to assist entities with evaluating whether transactions should be accounted for as acquisitions (or disposals) of assets or businesses. The definition of a business affects many areas of accounting including acquisitions, disposals, goodwill, and consolidation. ASU 2017-01 is effective for annual periods beginning after December 15, 2017 including interim periods within those periods. The Corporation is evaluating the effect that ASU 2017-01 will have on its consolidated financial statements and related disclosures.

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

Issued in August 2016, ASU 2016-15 provides guidance on eight specific cash flow issues and their disclosure in the consolidated statements of cash flows. The issues addressed include debt prepayment, settlement of zero-coupon debt, contingent consideration in business combinations, proceeds from settlement of insurance claims, proceeds from settlement of BOLI, distributions received from equity method investees, beneficial interests in securitization transactions, and separately identifiable cash flows and application of the Predominance principle. 2016-15 is effective for the annual and interim periods in fiscal years beginning after December 15, 2017, with early adoption permitted. The Corporation is currently evaluating the impact of this guidance and does not anticipate a material impact on its consolidated financial statements.

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

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

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

Issued in February 2016, ASU 2016-02 revises the accounting related to lessee accounting. Under the new guidance, lessees will be required to recognize a lease liability and a right-of-use asset for all leases. The new lease guidance also simplifies the accounting for sale and leaseback transactions primarily because lessees must recognize lease assets and lease liabilities. ASU 2016-02 is effective for the first interim period within annual periods beginning after December 15, 2018, with early adoption permitted. The standard is required to be adopted using the modified retrospective transition 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.

FASB ASU 2017-08 (Subtopic 310-20), “Nonrefundable Fees and Other Costs (Subtopic 310-20): Premium Amortization on Purchased Callable Debt Securities”

Issued in March 2017, ASU 2017-08 shortens the amortization period for certain callable debt securities held at a premium. Specifically, the amendment requires the premium to be amortized to the earliest call date. The amendments does not require an accounting change for securities held at a discount; the discount continues to be amortized to maturity. For public business entities, the amendments in this update are effective for fiscal years, and interim periods within those fiscal years, beginning after December 15,2018. Early adoption is permitted, including adoption in an interim period. The Corporation has evaluated ASU 2017-08 and determined that it currently follows the guidance related to premium amortization on callable debt securities.

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FASB ASU 2017-07—Compensation—Retirement Benefits (Topic 715):“Improving the Presentation of Net Periodic Pension Cost and Net Periodic Postretirement Benefit Cost”

Issued in March 2017, ASU 2017-07 require that an employer report the service cost component in the same line item or items as other compensation costs arising from services rendered by the pertinent employees during the period. The other components of net benefit cost are required to be presented in the income statement separately from the service cost component and outside a subtotal of income from operations, if one is presented. If a separate line item or items are used to present the other components of net benefit cost, that line item or items must be appropriately described. If a separate line item or items are not used, the line item or items used in the income statement to present the other components of net benefit cost must be disclosed. The amendments in this update also allow only the service cost component to be eligible for capitalization when applicable (for example, as a cost of internally manufactured inventory or a self-constructed asset). The amendments in this update are effective for public business entities for annual periods beginning after December 15, 2017, including interim periods within those annual periods. Early adoption is permitted as of the beginning of an annual period for which financial statements (interim or annual) have not been issued or made available for issuance. The Corporation is evaluating the effect that ASU 2017-07 will have on its consolidated financial statements and related disclosures, but does not expect that it will materially affect the Corporation’s financial statements.

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ITEM 2 Management’s ~~Discussion~~Discussion and Analysisof 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 offer a full range of personal and business banking services, consumer and commercial loans, equipment leasing, mortgages, insurance and wealth management services, including investment management, trust and estate administration, retirement planning, custody services, and tax planning and preparation from 25 full-service branches, eight limited-hour retirement community offices, one limited-service branch, ~~five~~six wealth management offices and a full-service insurance agency located throughout Montgomery, Delaware, Chester, Dauphin and Philadelphia counties in Pennsylvania and New Castle county in Delaware. The common stock of the Corporation trades on the NASDAQ Stock Market (“NASDAQ”) under the symbol BMTC.

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

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, the fair value of derivative financial instruments, and the valuation of mortgage servicing rights, deferred tax assets and liabilities, benefit plans and stock-based compensation. The Corporation’s derivative financial instruments are not exchange-traded and therefore are valued utilizing models that use as their basis readily observable market parameters, specifically the London Interbank Offered Rate (“LIBOR”) swap curve, and are classified within Level 2 of the valuation hierarchy. In addition, certain assets are measured at fair value on a nonrecurring basis; that is, the instruments are not measured at fair value on an ongoing basis but are subject to fair value adjustments in certain circumstances (for example, when there is evidence of impairment).

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 2016 Annual Report on Form 10-K (the “2016 Annual Report”).

In addition to the critical accounting policies described and referenced above, as it relates to derivative financial instruments, the Corporation recognizes all derivative instruments at fair value as either assets or liabilities in other assets or other liabilities on the balance sheet. The accounting for changes in the fair value of a derivative instrument depends on whether it has been designated and qualifies as part of a hedging relationship.As of June 30, 2017, the Corporation’s derivative financial instruments are not designated as hedges and gains or losses are recognized in current earnings.

Pending Business Combination – Royal Bancshares of Pennsylvania, Inc.

On January 30, 2017, the Corporation entered into a definitive Agreement and Plan of Merger to acquire Royal Bancshares of Pennsylvania, Inc. (“RBPI”), parent company of Royal Bank America (“RBA”), in a transaction with an aggregate value of $127.7 million (the “Acquisition” or the “RBPI Acquisition”). In connection with the Acquisition, RBPI will merge with and into the Corporation and RBA will merge with and into the Bank. The Acquisition, which is expected to add approximately $602 million in loans and $630 million in deposits (based on December 31, 2016 financial information), ~~strengthens~~is expected to strengthen the Corporation’s position as the largest community bank in Philadelphia’s western suburbs and, based on deposits, ~~ranks~~will rank it as the eighth largest community bank headquartered in Pennsylvania. The Acquisition, which will expand the Corporation's distribution network by providing entry into the new markets of New Jersey and Berks County, Pennsylvania, and an expanded physical presence in Philadelphia County, Pennsylvania, is expected to close during the third quarter of 2017 and is subject to ~~shareholder approval as well as~~ applicable regulatory approvals and closing conditions.

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Other ~~Pending~~Recent Acquisitions and ~~Expansion Plans~~Expansions

In addition to the RBPI Acquisition, the Bank has continued to execute on its strategies of diversification and acquiring and/or establishing specialty offices in strategically targeted areas where management believes there to be a high demand for the Bank’s products and services. On ~~April 19,~~May 24, 2017, the Bank ~~announced that it had entered into a definitive agreement to acquire~~completed its acquisition of Hirshorn Boothby, a full-service insurance agency established in 1931 and headquartered in the Chestnut Hill section of Philadelphia. ~~Following receipt of applicable regulatory approvals and satisfaction of certain closing conditions,~~ Hirshorn Boothby ~~will be integrated~~was immediately merged into the Bank’s existing insurance subsidiary, Powers Craft Parker and Beard, Inc., which ~~will expand~~has expanded the footprint of this growing segment.

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On ~~April 4,~~May 12, 2017, the Corporation ~~announced the anticipated opening, subject to regulatory approval, of~~established a wealth management-focused office in Princeton, New Jersey which is expected to complement the already-established presence in central New Jersey that is to be acquired in the anticipated merger with RBPI.

In addition to these expansions of the Corporation’s physical presence, beginning in the second quarter of 2017 the Bank’s newly established Capital Markets department ~~will begin~~commenced operations that ~~will~~ focus on providing risk management services to address the needs of its commercial customer base. These capital markets capabilities ~~will~~ enable the Bank to offer hedging tools for qualified commercial customers through the use of interest rate swaps and options designed to mitigate the interest rate risk on variable rate loans. This interest rate hedging offering ~~will allow~~allows the Bank to participate on and lead in larger and longer dated credits without incurring additional interest rate risk itself. Additional services will similarly focus on helping qualified customers to hedge their foreign exchange risk and meet their trade finance needs through enhanced international services capabilities.

Executive Overview

The following items highlight the Corporation’s results of operations for the three and six months ended ~~March 31,~~June 30, 2017, as compared to the same ~~period~~periods in 2016, and the changes in its financial condition as of ~~March 31,~~June 30, 2017 as compared to December 31, 2016. 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 ~~March 31,~~June 30, 2017 was ~~$9.0~~$9.4 million, an increase of ~~$723~~$500 thousand as compared to net income of ~~$8.3~~$8.9 million for the same period in 2016. Diluted earnings per share was ~~$0.53~~$0.55 for the three months ended ~~March 31,~~June 30, 2017 as compared to ~~$0.49~~$0.52 for the same period in 2016.

●

Return on average equity (“ROE”) and return on average assets (“ROA”) for the three months ended ~~March 31,~~June 30, 2017 were ~~9.60%~~9.71% and ~~1.13%~~1.14%, respectively, as compared to ROE and ROA of ~~9.27%~~9.81% and ~~1.13%~~1.16%, respectively, for the same period in 2016.

●

Tax-equivalent net interest income increased ~~$1.6~~$1.4 million, or ~~6.0%~~5.3%, to ~~$27.6~~$28.2 million for the three months ended ~~March 31,~~June 30, 2017, as compared to ~~$26.0~~$26.8 million for the same period in 2016.

●

Provision for loan and lease losses (the “Provision”), of ~~$291~~($83) thousand (a release from the allowance from loan and lease losses (the “Allowance”)) for the three months ended ~~March 31,~~June 30, 2017 was a decrease of ~~$1.1 million~~$528 thousand from the ~~$1.4 million~~$445 thousand Provision recorded for the same period in 2016.

●

Non-interest income of ~~$13.2~~$14.8 million for the three months ended ~~March 31,~~June 30, 2017 was ~~relatively unchanged, increasing $74 thousand as compared to~~a $1.0 million increase from the same period in 2016.

●

Fees for wealth management services and insurance revenue of ~~$9.3~~$9.8 million and ~~$763~~$943 thousand, respectively, for the three months ended ~~March 31,~~June 30, 2017 ~~were~~represented increases of $376 thousand and $98 thousand, respectively, from the same period in 2016. In addition, capital markets revenue resulting from the Bank’s second quarter launch of its Capital Markets department, comprised of fees for interest rate swaps, totaled $953 thousand for the second quarter of 2017. The capital markets initiative began operations during the second quarter of 2017.

●

Non-interest expense of $28.5 million for the three months ended June 30, 2017 increased $2.3 million, from $26.2 million for the same period in 2016.

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Six Month Results of Operations

●

Net income for the six months ended June 30, 2017 was $18.5 million, an increase of ~~$471~~$1.2 million as compared to net income of $17.3 million for the same period in 2016. Diluted earnings per share was $1.07 for the six months ended June 30, 2017 as compared to $1.02 for the same period in 2016.

●

ROE and ROA for the six months ended June 30, 2017 were 9.65% and 1.13%, respectively, as compared to ROE and ROA of 9.55% and 1.14%, respectively, for the same period in 2016.

●

Tax-equivalent net interest income increased $3.0 million, or 5.6%, to $55.8 million for the six months ended June 30, 2017, as compared to $52.8 million for the same period in 2016.

●

The Provision of $208 thousand ~~and~~for the six months ended June 30, 2017 was a decrease of ~~$513 thousand, respectively,~~$1.6 million from $1.9 million for the same period in 2016.

●

Non-interest income of $28.0 million for the six months ended June 30, 2017 was a $1.1 million increase from the same period in 2016.

●

Fees for wealth management services and insurance revenue of $19.1 million and $1.7 million, respectively, for the six months ended June 30, 2017 represented an increase of $847 thousand and a decrease of $415 thousand, respectively, from the same period in 2016. In addition, capital markets revenue, comprised of fees for interest rate swaps, totaled $953 thousand for the six months ended June 30, 2017.

●

Non-interest expense of ~~$26.7~~$55.2 million for the ~~three~~six months ended ~~March 31,~~June 30, 2017 increased ~~$1.7~~$3.9 million, from ~~$25.0~~$51.2 million for the same period in 2016.

Changes in Financial Condition

●

Total assets of ~~$3.29~~$3.44 billion as of ~~March 31,~~June 30, 2017 ~~decreased $128.9~~increased $16.7 million from December 31, 2016.

●

Shareholders’ equity of ~~$388.1~~$395.0 million as of ~~March 31,~~June 30, 2017 increased ~~$7.0~~$13.9 million from $381.1 million as of December 31, 2016.

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●

Total portfolio loans and leases as of ~~March 31,~~June 30, 2017 were ~~$2.56~~$2.67 billion, an increase of ~~$20.2~~$131.2 million from the December 31, 2016 balance.

●

Total non-performing loans and leases of ~~$7.3~~$7.2 million represented ~~0.29%~~0.27% of portfolio loans and leases as of ~~March 31,~~June 30, 2017 as compared to $8.4 million, or 0.33% of portfolio loans and leases as of December 31, 2016.

●

The ~~$17.1~~$16.4 million Allowance, as of ~~March 31,~~June 30, 2017, represented ~~0.67%~~0.61% of portfolio loans and leases, as compared to $17.5 million, or 0.69% of portfolio loans and leases as of December 31, 2016.

●

Total deposits of ~~$2.64~~$2.68 billion as of ~~March 31,~~June 30, 2017 increased ~~$56.9~~$102.1 million from $2.58 billion as of December 31, 2016.

●

Wealth Management assets under management, administration, supervision and brokerage as of ~~March 31,~~June 30, 2017 were ~~$11.73~~$12.05 billion, an increase of ~~$397.0~~$325.1 million from December 31, 2016.

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Key Performance Ratios

Key financial performance ratios for the three months ended ~~March 31,~~June 30, 2017 and 2016 are shown in the table below:

	Three Months Ended March 31,						Three Months Ended June 30,						Six Months Ended June 30,
	2017			2016			2017			2016			2017			2016
Annualized return on average equity		9.60	%		9.27	%		9.71	%		9.81	%		9.65	%		9.55	%
Annualized return on average assets		1.13	%		1.13	%		1.14	%		1.16	%		1.13	%		1.14	%
Tax-equivalent net interest margin		3.74	%		3.87	%		3.68	%		3.81	%		3.71	%		3.84	%
Basic earnings per share	$	0.53		$	0.49		$	0.56		$	0.53		$	1.09		$	1.03
Diluted earnings per share	$	0.53		$	0.49		$	0.55		$	0.52		$	1.07		$	1.02
Dividend per share	$	0.21		$	0.20		$	0.21		$	0.20		$	0.42		$	0.40
Dividend declared per share to net income per basic common share		39.4	%		40.5	%		37.5	%		37.7	%		36.2	%		38.8	%

The following table presents certain key period-end balances and ratios as of ~~March 31,~~June 30, 2017 and December 31, 2016:

(dollars in millions, except per share amounts)

March 31, 2017

December 31, 2016

Book value per share
$ 22.87 $ 22.50
Tangible book value per share
$ 15.53 $ 15.11
Allowance as a percentage of loans and leases
0.67
%
0.69
%
Tier I capital to risk weighted assets
10.50
%
10.51
%
Tangible common equity ratio
8.32
%
7.76
%
Loan to deposit ratio
97.0
%
98.7
%
Wealth assets under management, administration, supervision and brokerage
$ 11,725.5 $ 11,328.5
Portfolio loans and leases
$ 2,555.6 $ 2,535.4
Total assets
$ 3,292.6 $ 3,421.5
Shareholders’ equity
$ 388.1 $ 381.1

(dollars in millions, except per share amounts)	June 30, 2017			December 31, 2016
Book value per share	$	23.25		$	22.50
Tangible book value per share	$	15.64		$	15.11
Allowance as a percentage of loans and leases		0.61	%		0.69	%
Tier I capital to risk weighted assets		10.10	%		10.51	%
Tangible common equity ratio		8.03	%		7.76	%
Loan to deposit ratio		99.8	%		98.7	%
Wealth assets under management, administration, supervision and brokerage	$	12,050.6		$	11,328.5
Portfolio loans and leases	$	2,666.7		$	2,535.4
Total assets	$	3,438.2		$	3,421.5
Shareholders’ equity	$	395.0		$	381.1

The following sections discuss, in detail, the Corporation’s results of operations for the three and six months ended ~~March 31,~~June 30, 2017, as compared to the same periods in 2016, and the changes in its financial condition as of ~~March 31,~~June 30, 2017 as compared to December 31, 2016.

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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.

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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 six months ended ~~March 31,~~June 30, 2017 and 2016, 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~~For the three months ended June 30, 2017, tax-equivalent net interest income increased ~~$1.6~~$1.4 million, or ~~6.0%~~5.3%, to ~~$27.6~~$28.2 million for the three months ended ~~March 31,~~June 30, 2017, as compared to ~~$26.0~~$26.8 million for the same period in 2016. The increase in net interest income between the periods was largely related to the $203.0 million increase in average loans and leases for the three months ended ~~March 31,~~June 30, 2017 as compared to the same period in 2016. ~~Average loans for the first quarter of 2017 increased by $247.1 million from the same period in 2016, while the~~The tax-equivalent yield earned on loans and leases decreased ~~by 13~~14 basis ~~points.~~points from the second quarter of 2016 to the second quarter of 2017. The impact of the accretion of purchase accounting adjustments contributed significantly to the decrease in tax-equivalent yield earned on loans and leases. For the three months ended June 30, 2017, the accretion of purchase accounting adjustments contributed $402 thousand to interest income, or 6 basis points to the tax-equivalent yield on loans and leases, as compared to a contribution of $1.1 million, or 18 basis points to the tax-equivalent yield on loans and leases, for the same period in 2016. In addition to increases in loans and leases, the average ~~long-term FHLB advances decreased $67.5~~balance of available for sale investment securities increased by $55.0 million ~~with~~and experienced a 922 basis point increase in ~~rate paid~~tax-equivalent yield earned between ~~periods. The~~the second quarters of 2016 and 2017. Partially offsetting the impact of the earning asset volume increase ~~in average loan balances and decrease in average long-term FHLB advances were offset by~~between the periods was a ~~$218.5~~$136.4 million increase in average interest-bearing deposits, ~~whose~~coupled with a 10 basis point increase in tax-equivalent rate paid on deposits from the second quarter of 2016 to the second quarter of 2017. The $2.0 increase in tax-equivalent interest earned on earning assets was partially offset by the $613 thousand increase in tax-equivalent interest paid on interest-bearing liabilities.

For the six months ended June 30, 2017, tax-equivalent net interest income increased $3.0 million, or 5.6%, to $55.8 million for the six months ended June 30, 2017, as compared to $26.8 million for the same period in 2016. The increase in net interest income between the periods was largely related to the $225.2 million increase in average loans and leases for the six months ended June 30, 2017 as compared to the same period in 2016. The tax-equivalent yield earned on loans and leases decreased 13 basis points from the six months ended June 30, 2016 and the six months ended June 30, 2017. The impact of the accretion of purchase accounting adjustments contributed significantly to the decrease in tax-equivalent yield earned on loans and leases. For the six months ended June 30, 2017, the accretion of purchase accounting adjustments contributed $1.1 million to interest income, or 9 basis points to the tax-equivalent yield on loans and leases, as compared to a contribution of $2.0 million, or 17 basis points to the tax-equivalent yield on loans and leases, for the same period in 2016. In addition to increases in loans and leases, the average balance of available for sale investment securities increased by 14$41.9 million and experienced an 18 basis ~~points~~point increase in tax-equivalent yield earned between the ~~periods.~~six months ended June 30, 2016 and the six months ended June 30, 2017. Partially offsetting the impact of the earning asset volume increase between the periods was a $177.5 million increase in average interest-bearing deposits, coupled with a 11 basis point increase in tax-equivalent rate paid on deposits from the second quarter of 2016 to the second quarter of 2017. The $4.1 million increase in tax-equivalent interest earned on earning assets was partially offset by the $1.2 million increase in tax-equivalent interest paid on interest-bearing liabilities.

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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 theThree Months EndedMarch 31,

2017

2016

(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
$ 39,669 $ 66 0.67
%
$ 39,050 $ 46 0.47
%
Investment securities - available for sale:

Taxable
354,229 1,653 1.89
%
316,353 1,397 1.78
%
Non-taxable⁽³⁾
31,485 164 2.11
%
40,658 191 1.89
%
Total investment securities - available for sale
385,714 1,817 1.91
%
357,011 1,588 1.79
%
Investment securities – held to maturity
3,702 7 0.77
%
— — —
Investment securities – trading
3,890 8 0.83
%
3,946 2 0.20
%
Loans and leases⁽¹⁾⁽²⁾⁽³⁾
2,555,677 28,622 4.54
%
2,308,584 26,778 4.67
%
Total interest-earning assets
2,988,652 30,520 4.14
%
2,708,591 28,414 4.22
%
Cash and due from banks
14,942 16,501
Allowance for loan and lease losses
(17,580
)
(16,239
)

Other assets
258,046 264,295
Total assets
$ 3,244,060 $ 2,973,148
Liabilities:

Savings, NOW, and market rate accounts
$ 1,388,561 756 0.22
%
$ 1,279,630 569 0.18
%
Wholesale deposits
143,461 317 0.90
%
137,201 233 0.68
%
Time deposits
320,172 755 0.96
%
216,820 274 0.51
%
Total interest-bearing deposits
1,852,194 1,828 0.40
%
1,633,651 1,076 0.26
%
Short-term borrowings
47,603 27 0.23
%
34,158 17 0.20
%
Long-term FHLB advances and other borrowings
182,507 698 1.55
%
250,015 908 1.46
%
Subordinated notes
29,537 370 5.08
%
29,482 366 4.99
%
Total borrowings
259,647 1,095 1.71
%
313,655 1,291 1.66
%
Total interest-bearing liabilities
2,111,841 2,923 0.56
%
1,947,306 2,367 0.49
%
Non-interest-bearing deposits
711,794 631,047
Other liabilities
38,211 33,923
Total non-interest-bearing liabilities
750,005 664,970
Total liabilities
2,861,846 2,612,276
Shareholders’ equity
382,214 360,872
Total liabilities and shareholders’ equity
$ 3,244,060 $ 2,973,148
Net interest spread
3.58
%
3.73
%
Effect of non-interest-bearing liabilities
0.16
%
0.14
%
Tax-equivalent net interest income and margin on earning assets⁽³⁾
$ 27,597 3.74
%
$ 26,047 3.87
%
Tax-equivalent adjustment⁽³⁾
$ 194 0.02
%
$ 145 0.02
%

	For theThree Months EndedJune 30,
	2017								2016
(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	$	26,266		$	35		0.53	%	$	44,950		$	42		0.38	%
Investment securities - available for sale:
Taxable		391,112			1,940		1.99	%		325,893			1,433		1.77	%
Non-taxable⁽³⁾		28,970			150		2.08	%		39,193			187		1.92	%
Total investment securities - available for sale		420,082			2,090		2.00	%		365,086			1,620		1.78	%
Investment securities – held to maturity		5,181			5		0.39	%		2,427			4		0.66
Investment securities - trading		4,137			13		1.26	%		3,640			2		0.22	%
Loans and leases⁽¹⁾⁽²⁾⁽³⁾		2,615,610			29,309		4.49	%		2,412,643			27,761		4.63	%
Total interest-earning assets		3,071,276			31,452		4.11	%		2,828,746			29,429		4.18	%
Cash and due from banks		15,727								16,413
Allowance for loan and lease losses		(17,549	)							(17,271	)
Other assets		263,853								262,065
Total assets	$	3,333,307							$	3,089,953
Liabilities:
Savings, NOW, and market rate accounts	$	1,375,949			813		0.24	%	$	1,273,964			589		0.19	%
Wholesale deposits		154,424			378		0.98	%		196,517			361		0.74	%
Time deposits		323,287			792		0.98	%		246,771			452		0.74	%
Total interest-bearing deposits		1,853,660			1,983		0.43	%		1,717,252			1,402		0.33	%
Short-term borrowings		98,869			237		0.96	%		32,328			20		0.25	%
Long-term FHLB advances		171,567			682		1.59	%		236,248			867		1.48	%
Subordinated notes		29,550			370		5.02	%		29,496			370		5.05	%
Total borrowings		299,986			1,289		1.72	%		298,072			1,257		1.70	%
Total interest-bearing liabilities		2,153,646			3,272		0.61	%		2,015,324			2,659		0.53	%
Non-interest-bearing deposits		755,597								675,710
Other liabilities		34,348								32,804
Total non-interest-bearing liabilities		789,945								708,514
Total liabilities		2,943,591								2,723,838
Shareholders’ equity		389,716								366,115
Total liabilities and shareholders’ equity	$	3,333,307							$	3,089,953
Net interest spread							3.50	%							3.65	%
Effect of non-interest-bearing liabilities							0.18	%							0.16	%
Tax-equivalent net interest income and margin on earning assets⁽³⁾				$	28,180		3.68	%				$	26,770		3.81	%
Tax-equivalent adjustment⁽³⁾				$	215		0.03	%				$	143		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 theSix Months EndedJune 30,
	2017								2016
(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	$	32,931		$	101		0.62	%	$	42,000		$	88		0.42	%
Investment securities - available for sale:
Taxable		372,772			3,620		1.96	%		321,123			2,832		1.77	%
Non-taxable⁽³⁾		30,221			314		2.10	%		39,925			378		1.90	%
Total investment securities - available for sale		402,993			3,934		1.97	%		361,048			3,210		1.79	%
Investment securities – held to maturity		4,446			4		0.18	%		1,214			4		0.66	%
Investment securities - trading		4,014			2		0.10	%		3,793			2		0.11	%
Loans and leases⁽¹⁾⁽²⁾⁽³⁾		2,585,809			57,931		4.52	%		2,360,613			54,539		4.65	%
Total interest-earning assets		3,030,193			61,972		4.12	%		2,768,668			57,843		4.20	%
Cash and due from banks		15,336								16,457
Allowance for loan and lease losses		(17,564	)							(16,755	)
Other assets		260,963								263,180
Total assets	$	3,288,928							$	3,031,550
Liabilities:
Savings, NOW, and market rate accounts	$	1,382,220			1,569		0.23	%	$	1,276,797			1,158		0.18	%
Wholesale deposits		148,973			695		0.94	%		166,859			594		0.72	%
Retail time deposits		321,738			1,547		0.97	%		231,795			726		0.63	%
Total interest-bearing deposits		1,852,931			3,811		0.41	%		1,675,451			2,478		0.30	%
Short-term borrowings		73,378			264		0.73	%		33,243			37		0.22	%
Long-term FHLB advances		177,006			1,380		1.57	%		243,131			1,775		1.47	%
Subordinated notes		29,544			740		5.05	%		29,489			736		5.02	%
Total borrowings		279,928			2,384		1.72	%		305,863			2,548		1.68	%
Total interest-bearing liabilities		2,132,859			6,195		0.59	%		1,981,314			5,026		0.51	%
Non-interest-bearing deposits		733,817								653,379
Other liabilities		36,266								33,363
Total non-interest-bearing liabilities		770,083								686,742
Total liabilities		2,902,942								2,668,056
Shareholders’ equity		385,986								363,494
Total liabilities and shareholders’ equity	$	3,288,928							$	3,031,550
Net interest spread							3.56	%							3.69	%
Effect of non-interest-bearing liabilities							0.18	%							0.15	%
Tax-equivalent net interest income and margin on earning assets⁽³⁾				$	55,777		3.71	%				$	52,817		3.84	%
Tax-equivalent adjustment⁽³⁾				$	409		0.03	%				$	288		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%.

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 months ended ~~March 31,~~June 30, 2017 as compared to the same period in 2016, 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.

	2017 Compared to 2016									2017 Compared to 2016
	Three Months Ended March 31,									Three Months Ended June 30,									Six Months Ended June 30,
(dollars in thousands)	Volume			Rate			Total			Volume			Rate			Total			Volume			Rate			Total
Interest income
Interest-bearing deposits with other banks	$	1		$	19		$	20		$	(55	)	$	48		$	(7	)	$	(44	)	$	57		$	13
Investment securities		51			191			242			201			281			482			326			398			724
Loans and leases		6,591			(4,747	)		1,844			6,384			(4,836	)		1,548			7,657			(4,265	)		3,392
Total interest income	$	6,643		$	(4,537	)	$	2,106		$	6,530		$	(4,507	)	$	2,023		$	7,939		$	(3,810	)	$	4,129
Interest expense:
Savings, NOW and market rate accounts	$	49		$	138		$	187		$	49		$	175		$	224		$	89		$	322		$	411
Wholesale deposits		10			74			84			(331	)		348			17			(156	)		257			101
Retail time deposits		129			352			481			143			197			340			280			541			821
Borrowed funds**		(455	)		255			(200	)		(428	)		460			32			(591	)		423			(168	)
Subordinated notes		—			4			4			4			(4	)		—			1			3			4
Total interest expense		(267	)		823			556			(563	)		1,176			613			(377	)		1,546			1,169
Interest differential	$	6,910		$	(5,360	)	$	1,550		$	7,093		$	(5,683	)	$	1,410		$	8,316		$	(5,356	)	$	2,960

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

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

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Table of Contents

Tax-Equivalent Net Interest Margin

The tax-equivalent net interest margin of ~~3.74%~~3.68% for the three months ended ~~March 31,~~June 30, 2017 was a 13 basis point decrease from ~~3.87%~~3.81% for the same period in 2016. The decrease was largely the result of ~~the~~a 13 basis point decrease in tax-equivalent yield earned on loans and leases and ~~the 14~~a 10 basis point increase in rate paid on interest-bearing deposits. The ~~$280.1~~$242.5 million volume increase in average interest-earning assets versus the ~~$164.5~~$138.3 million increase in average interest-bearing liabilities partially offset the effect of the yield decrease and rate increase between the periods. The contribution of fair value mark accretion to the tax equivalent net interest margin accounted for 116 basis points of the margin for the ~~first~~second quarter of 2017 as compared to 1617 basis points for the ~~first~~second quarter of 2016.

The tax-equivalent net interest margin of 3.71% for the six months ended June 30, 2017 was a 13 basis point decrease from 3.84% for the same period in 2016. The decrease was largely the result of the 13 basis point decrease in tax-equivalent yield earned on loans and leases and the 11 basis point increase in rate paid on interest-bearing deposits. The $261.5 million volume increase in average interest-earning assets versus the $151.5 million increase in average interest-bearing liabilities partially offset the effect of the yield decrease and rate increase between the periods. The contribution of fair value mark accretion to the tax equivalent net interest margin accounted for 8 basis points of the margin for the six months ended June 30, 2017 as compared to 17 basis points for the same period in 2016.

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

1^st Quarter 2017
4.14
%
0.56
%
3.58
%
0.16
%
3.74
%
4^th Quarter 2016
4.05
%
0.56
%
3.49
%
0.16
%
3.65
%
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
%

~~Page 43~~

~~Table of Contents~~

Quarter	Interest- Earning Asset Yield		Interest-Bearing Liability Cost		Net Interest Spread		Effect of Non- Interest Bearing Sources		Net Interest Margin
2^nd Quarter 2017		4.11%		0.61%		3.50%		0.18%		3.68%
1^st Quarter 2017		4.14%		0.56%		3.58%		0.16%		3.74%
4^th Quarter 2016		4.05%		0.56%		3.49%		0.16%		3.65%
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%

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 measure 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 trend 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 March 31, 2016						Change in Net Interest Income Over the Twelve Months Beginning After December 31, 2015						Change in Net Interest Income Over the Twelve Months Beginning After June 30, 2017						Change in Net Interest Income Over the Twelve Months Beginning After December 31, 2016
	Amount			Percentage			Amount			Percentage			Amount			Percentage			Amount			Percentage
+300 basis points	$	10,798			9.40	%	$	10,207			9.01	%	$	9,290			7.89	%	$	10,207			9.01	%
+200 basis points	$	7,226			6.29	%	$	6,653			5.87	%	$	6,269			5.33	%	$	6,654			5.87	%
+100 basis points	$	3,560			3.10	%	$	3,048			2.69	%	$	3,156			2.69	%	$	3,048			2.69	%
-100 basis points	$	(4,362	)		(3.80	)%	$	(4,397	)		(3.88	)%	$	(4,049	)		(3.44	)%	$	(4,397	)		(3.88	)%

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Table of Contents

The above interest rate simulation suggests that the Corporation’s balance sheet is asset sensitive as of ~~March 31,~~June 30, 2017 in the +100 basis point scenario, which is similar to the December 31, 2016 simulation. The 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 ~~slightly more~~less asset sensitive in comparison to December 31, 2016. This is a result of ~~rise~~the addition of fixed rate assets funded with short term liabilities in anticipation of the RBPI Acquisition expected to close in the third quarter of 2017, subject to applicable regulatory approvals and closing conditions, and positioning the combined entity’s investments and funding to align with management’s desired liquidity and interest ~~rates that is impacting interest income on interest bearing assets while the cost of interest bearing liabilities remained stable.~~
rate risk profile.

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.

~~Page 44~~

~~Table of Contents~~

The following table presents the Corporation’s interest rate sensitivity position or gap analysis as of ~~March 31,~~June 30, 2017:

(dollars in millions)	0 to 90 Days			91 to 365 Days			1 - 5 Years			Over 5 Years			Non-Rate Sensitive			Total			0 to 90 Days			91 to 365 Days			1 - 5 Years			Over 5 Years			Non-Rate Sensitive			Total
Assets:
Interest-bearing deposits with banks	$	70.0		$	—		$	—		$	—		$	—		$	70.0		$	30.8		$	—		$	—		$	—		$	—		$	30.8
Investment securities – available for sale		31.3			76.1			191.4			92.3			—			391.1			37.8			73.6			230.4			101.9			—			443.7
Investment securities – held to maturity		—			—			—			5.2			—			5.2			—			—			—			5.2			—			5.2
Investment securities – trading		4.1			—			—			—			—			4.1			4.0			—			—			—			—			4.0
Loans and leases⁽¹⁾		942.3			288.1			965.5			362.7			—			2,558.6			1,026.1			315.7			976.3			357.1			—			2,675.2
Allowance for loan and lease losses		—			—			—			—			(17.1	)		(17.1	)		—			—			—			—			(16.4	)		(16.4	)
Cash and due from banks		—			—			—			—			17.5			17.5			—			—			—			—			19.4			19.4
Other assets		—			—			—			—			263.2			263.2			—			—			—			—			276.3			276.3
Total assets	$	1,047.7		$	364.2		$	1,156.9		$	460.2		$	263.6		$	3,292.6		$	1,098.7		$	389.3		$	1,206.7		$	464.2		$	279.3		$	3,438.2
Liabilities and shareholders’ equity:
Demand, non-interest-bearing	$	47.9		$	143.7		$	202.2		$	377.8		$	—		$	771.5		$	50.4		$	151.1		$	210.1		$	407.0		$	—		$	818.5
Savings, NOW and market rate		96.8			290.3			693.6			327.3			—			1,408.0			93.7			281.1			675.4			315.9			—			1,366.1
Time deposits		104.6			176.4			38.3			0.1			—			319.4			96.4			163.6			61.9			0.1			—			322.0
Wholesale non-maturity deposits		69.5			—			—			—			—			69.5			54.7			—			—			—			—			54.7
Wholesale time deposits		17.9			14.4			35.9			—			—			68.2			79.2			20.4			20.9			—			—			120.5
Short-term borrowings		23.6			—			—			—			—			23.6			130.3			—			—			—			—			130.3
Long-term FHLB advances		25.0			66.4			83.3			—			—			174.7			45.0			46.4			73.3			—			—			164.7
Subordinated notes		—			—			29.5			—			—			29.5			—			—			29.6			—			—			29.6
Other liabilities		—			—			—			—			40.1			40.1			—			—			—			—			36.9			36.9
Shareholders’ equity		13.9			41.6			221.8			110.8			—			388.1			14.1			42.3			225.7			112.8			—			394.9
Total liabilities and shareholders’ equity	$	399.2		$	732.8		$	1,304.6		$	816.0		$	40.1		$	3,292.6		$	563.8		$	704.9		$	1,296.9		$	835.8		$	36.9		$	3,438.2
Interest-earning assets	$	1,047.7		$	364.2		$	1,156.9		$	460.2		$	—		$	3,029.0		$	1,098.7		$	389.3		$	1,206.7		$	464.2		$	—		$	3,158.9
Interest-bearing liabilities		337.4			547.5			880.6			327.4			—			2,092.9			499.3			511.5			861.1			316.0			—			2,187.9
Difference between interest-earning assets and interest-bearing liabilities	$	710.3		$	(183.3	)	$	276.3		$	132.8		$	—		$	936.1		$	599.4		$	(122.2	)	$	345.6		$	148.2		$	—		$	971.0
Cumulative difference between interest earning assets and interest-bearing liabilities	$	710.3			527.0			803.3			936.1			—			936.1		$	599.4			477.2			822.8			971.0			—			971.0
Cumulative earning assets as a % of cumulative interest bearing liabilities		311	%		160	%		145	%		145	%		—			145	%		220	%		147	%		144	%		144	%		—			144	%

¹Loans include portfolio loans and loans held for sale

The table above indicates that the Corporation is asset-sensitive in the immediate 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, 2016.

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PROVISION FOR LOAN AND LEASE LOSSES

For the three months ended ~~March 31,~~June 30, 2017, the Corporation recorded a Provision of ~~$291~~$(83) (a release from the Allowance) which was a ~~$1.1~~$528 thousand decrease from the same period in 2016. Net charge-offs for the second quarter of 2017 were $625 thousand as compared to $254 thousand for the same period in 2016. The decrease in the Provision was largely the result of improvements in the historic charge-off rates during the lookback period used in the Allowance calculation.

For the six months ended June 30, 2017, the Corporation recorded a Provision of $208 which was a $1.6 million decrease from the same period in 2016. Net charge-offs for the ~~first quarter of~~six months ended June 30, 2017 were ~~$670 thousand~~$1.3 million as compared to ~~$422~~$676 thousand for the same period in 2016. The decrease in the Provision ~~is indicative~~was largely the result of improvements in ~~certain qualitative factors~~the historic charge-off rates during the lookback period used ~~to determine~~in the ~~Allowance.~~Allowance calculation. For a general discussion of the Allowance, and our policies related thereto, refer to page 34 of the Corporation’s 2016 Annual Report.

Asset Quality and Analysis of Credit Risk

As of ~~March 31,~~June 30, 2017, total nonperforming loans and leases decreased by ~~$1.0~~$1.1 million, to ~~$7.3~~$7.2 million, representing ~~0.29%~~0.27% of portfolio loans and leases, as compared to $8.4 million, or 0.33% of portfolio loans and leases as of December 31, 2016. The decrease in nonperforming loans and leases resulted from pay-offs or pay-downs of ~~$563 thousand~~$1.3 million, charge-offs of ~~loans~~$1.0 million, and the ~~charge-off~~foreclosure and addition to OREO of ~~$641~~a $306 thousand loan, all of ~~loans~~which had been nonperforming as of December 31, 2016. Partially offsetting the ~~decreases~~decrease in nonperforming loans from December 31, 2016 to June 30, 2017 was the addition during the first ~~quarter~~six months of 2017 of ~~$170 thousand~~$1.5 million of new nonperforming loans and leases.

As of ~~March 31,~~June 30, 2017, the Allowance of ~~$17.1~~$16.4 million represented ~~0.67%~~0.61% of portfolio loans and leases, ~~a two~~an 8 basis point decrease from 0.69% as of December 31, 2016. The Allowance on originated portfolio loans, as a percentage of originated portfolio loans, was ~~0.75%~~0.68% as of ~~March 31,~~June 30, 2017 as compared to 0.78% as of December 31, 2016. 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 ~~March 31,~~June 30, 2017, the Corporation had OREO valued at ~~$978 thousand,~~$1.1 million, as compared to $1.0 million as of December 31, 2016. During the ~~three~~six months ended ~~March 31,~~June 30, 2017, a $39 thousand OREO property acquired in the CBH merger was sold, resulting in no gain or loss on ~~sale.~~sale and a $306 thousand loan was foreclosed and the collateral taken into OREO. In addition, during the three months ended June 30, 2017, impairments to OREO of $121 thousand were recorded, related to OREO properties acquired in the CBH merger. The balance of OREO as of ~~March 31,~~June 30, 2017 was comprised of ~~six~~four residential properties, ~~four~~one of which ~~are~~is a manufactured housing ~~properties~~property acquired in the ~~Continental Merger.~~CBH merger. All properties are recorded at the lower of cost or fair value less cost to sell.

As of ~~March 31,~~June 30, 2017, the Corporation had ~~$9.2~~$8.6 million of troubled debt restructurings (“TDRs”), of which ~~$6.5~~$6.1 million were in compliance with the modified terms and excluded from non-performing loans and leases. As of December 31, 2016, the Corporation had $9.0 million of TDRs, of which $6.4 million were in compliance with the modified terms, and were excluded from non-performing loans and leases.

As of ~~March 31,~~June 30, 2017, the Corporation had a recorded investment of ~~$13.5~~$13.4 million of impaired loans and leases which included ~~$9.2~~$8.6 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, 2016 totaled $14.4 million, which included $9.0 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.

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Nonperforming Assets and Related Ratios

(dollars in thousands)	March 31, 2017			December 31, 2016			June 30, 2017			December 31, 2016
Nonperforming Assets:
Nonperforming loans and leases	$	7,329		$	8,363		$	7,237		$	8,363
Other real estate owned		978			1,017			1,122			1,017
Total nonperforming assets	$	8,307		$	9,380		$	8,359		$	9,380
Troubled Debt Restructures:
TDRs included in non-performing loans	$	2,681		$	2,632		$	2,470		$	2,632
TDRs in compliance with modified terms		6,492			6,395			6,148			6,395
Total TDRs	$	9,173		$	9,027		$	8,618		$	9,027
Loan and Lease quality indicators:
Allowance for loan and lease losses to nonperforming loans and leases		233.4	%		209.1	%		226.6	%		209.1	%
Nonperforming loans and leases to total portfolio loans and leases		0.29	%		0.33	%		0.27	%		0.33	%
Allowance for loan and lease losses to total portfolio loans and leases		0.67	%		0.69	%		0.61	%		0.69	%
Nonperforming assets to total loans and leases and OREO		0.32	%		0.37	%		0.31	%		0.37	%
Nonperforming assets to total assets								0.24	%		0.27	%
Total portfolio loans and leases	$	2,555,589		$	2,535,425		$	2,666,651		$	2,535,425
Allowance for loan and lease losses	$	17,107		$	17,486		$	16,399		$	17,486

NON-INTEREST INCOME

Three Months Ended ~~March 31,~~June 30, 2017 Compared to the Same Period in 2016

Non-interest income for the three months ended ~~March 31,~~June 30, 2017 increased by ~~$74 thousand~~$1.0 million from the same period in 2016. ~~A $144~~An increase of $376 thousand ~~increase in other operating income and a $471 thousand increase~~ in fees for wealth management services, as wealth assets ~~have~~ increased ~~26.3%~~by 25.1% from the ~~March 31,~~June 30, 2016 level, and the $953 thousand in revenue generated by the capital markets initiative, were partially offset by a decrease of ~~$76~~$337 thousand in gain on sale of ~~residential mortgage~~ loans, as ~~market interest rate increases reduced~~ origination activity has slowed from the same period in 2016.

Six Months Ended June 30, 2017 Compared to the Same Period in 2016

Non-interest income for the six months ended June 30, 2017 increased by $1.1 million from the same period in 2016. Increases of $847 thousand in fees for wealth management services, and the $953 thousand in revenue generated by the capital markets initiative, which began operations during the second quarter of 2017, were partially offset by a decrease of $413 thousand in gain on sale of loans, and a ~~$513~~$415 thousand decrease in insurance ~~revenues~~revenues. The decrease in gain on sale of loans is related to the reduced origination activity during the six months ended June 30, 2017 as compared to the same period in 2016. The decrease in insurance revenues resulted from the recognition, during the six months ended June 30, 2016, of contingent commissions from ~~providers during~~ the ~~first quarter of 2016,~~insurance carriers which ~~are being ratably recognized~~was not repeated in the same period in 2017.

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

As of or for the
Three Months Ended March 31,

(dollars in millions)

2017

2016

Residential mortgage loans held in portfolio
$ 418.3 $ 412.0
Mortgage originations
$ 48.6 $ 51.5
Total mortgage loans sold
$ 32.7 $ 28.4
Percent of originated mortgage loans sold
67.3
%
55.0
%
Percent of sold with servicing-retained
84.8
%
91.6
%
Percent of sold with servicing-released
15.2
%
8.4
%
Mortgage servicing rights at period end (“MSRs”)
$ 5.7 $ 5.2
Net gain on sale of residential mortgage loans
$ 0.6 $ 0.7
Residential mortgage loans serviced for others
$ 638.6 $ 605.4

	As of or for the Three Months Ended June 30,						As of or for the Six Months Ended June 30,
(dollars in millions)	2017			2016			2017			2016
Residential mortgage loans held in portfolio	$	416.5		$	414.9		$	416.5		$	414.9
Mortgage originations	$	46.8		$	64.9		$	95.4		$	117.4
Mortgage loans sold:
Servicing retained	$	21.8		$	26.9		$	49.5		$	52.9
Servicing released		3.8			5.3			8.8			7.7
Total mortgage loans sold	$	25.6		$	32.2		$	58.3		$	60.6

Percent servicing-retained		85.1	%		83.6	%		84.9	%		87.3	%
Percent servicing-released		14.9	%		16.4	%		15.1	%		12.7	%
Percent of originated mortgage loans sold		54.7	%		49.7	%		61.1	%		51.6	%
Mortgage servicing rights (“MSRs”)	$	5.7		$	4.6		$	5.7		$	4.6
Net gain on sale of residential mortgage loans	$	0.5		$	0.9		$	1.1		$	1.6
Residential mortgage loans serviced for others⁽¹⁾	$	641.2		$	610.4		$	641.2		$	610.4

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The following table provides details ofother operating income for the three and six months ended ~~March 31,~~June 30, 2017 and 2016:

(dollars in thousands)	Three Months EndedMarch 31,				Three Months EndedJune 30,				Six Months EndedJune 30,
	2017		2016		2017		2016		2017		2016
Merchant interchange fees	$	341	$	408	$	361	$	321	$	701	$	729
Commissions and fees		131		205		201		185		401		390
Bank-owned life insurance (“BOLI”) income		201		245		142		220		273		465
Safe deposit box rentals		90		94		94		95		184		189
Other investment income		—		2		9		100		9		102
Rental income		48		42		46		33		95		75
Miscellaneous other income		356		27		354		222		711		249
Other operating income	$	1,167	$	1,023	$	1,207	$	1,176	$	2,374	$	2,199

Wealth Assets Under Management,Administration,Supervision andBrokerage (“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:										Wealth Assets as of:
Fee Basis	March 31, 2017		December 31, 2016		September 30, 2016		June 30, 2016		March 31, 2016		June 30, 2017		March 31, 2017		December 31, 2016		September 30, 2016		June 30, 2016
Market value	$	5,483,237	$	5,302,463	$	5,276,756	$	5,078,386	$	5,032,841	$	5,593,936	$	5,483,237	$	5,302,463	$	5,276,756	$	5,078,386
Fixed		6,242,223		6,025,994		4,692,989		4,554,135		4,248,902		6,456,619		6,242,223		6,025,994		4,692,989		4,554,135
	$	11,725,460	$	11,328,457	$	9,969,745	$	9,632,521	$	9,281,743	$	12,050,555	$	11,725,460	$	11,328,457	$	9,969,745	$	9,632,521

	Percentage of Wealth Assets															Percentage of Wealth Assets
	March 31, 2017			December 31, 2016			September 30, 2016			June 30, 2016			March 31, 2016			June 30, 2017			March 31, 2017			December 31, 2016			September 30, 2016			June 30, 2016
Market value		46.8	%		46.8	%		52.9	%		52.7	%		54.2	%		46.4	%		46.8	%		46.8	%		52.9	%		52.7	%
Fixed		53.2	%		53.2	%		47.1	%		47.3	%		45.8	%		53.6	%		53.2	%		53.2	%		47.1	%		47.3	%
		100.0	%		100.0	%		100.0	%		100.0	%		100.0	%		100.0	%		100.0	%		100.0	%		100.0	%		100.0	%

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

(dollars in thousands)	For the Three Months Ended:										For the Three Months Ended:
Fee Basis	March 31, 2017		December 31, 2016		September 30, 2016		June 30, 2016		March 31, 2016		June 30, 2017		March 31, 2017		December 31, 2016		September 30, 2016		June 30, 2016
Market value	$	7,230		7,212	$	7,196	$	7,187	$	6,823	$	7,382		7,230		7,212	$	7,196	$	7,187
Fixed		2,073		2,115		1,904		2,244		2,009		2,425		2,073		2,115		1,904		2,244
	$	9,303		9,327	$	9,100	$	9,431	$	8,832	$	9,807		9,303		9,327	$	9,100	$	9,431

	Percentage ofFees for Wealth Management															Percentage ofFees for Wealth Management
	March 31, 2017			December 31, 2016			September 30, 2016			June 30, 2016			March 31, 2016			June 30, 2017			March 31, 2017			December 31, 2016			September 30, 2016			June 30, 2016
Market value		77.7	%		77.3	%		79.1	%		76.2	%		77.3	%		75.3	%		77.7	%		77.3	%		79.1	%		76.2	%
Fixed		22.3	%		22.7	%		20.9	%		23.8	%		22.7	%		24.7	%		22.3	%		22.7	%		20.9	%		23.8	%
		100.0	%		100.0	%		100.0	%		100.0	%		100.0	%		100.0	%		100.0	%		100.0	%		100.0	%		100.0	%

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Customer Derivatives

To accommodate the risk management needs of qualified commercial customers, the Bank enters into financial derivative transactions consisting of interest rate swaps, options, and foreign exchange contracts. Derivative financial instruments involve, to varying degrees, interest rate, market and credit risk. Market risk exposure from customer derivative positions is managed by simultaneously entering into matching transactions with institutional dealer counterparties that offset customer contracts in notional amount and term. Derivative contracts create counterparty credit risk with both the Bank’s customers and with institutional dealer counterparties. The Corporation manages customer counterparty credit risk through its credit policy, approval processes, monitoring procedures and obtaining adequate collateral, when appropriate. The Bank seeks to minimize dealer counterparty credit risk by establishing credit limits and collateral agreements through industry standard ISDA and CSA agreements. None of the Bank’s outstanding derivative contracts associated with the customer derivative program is designated as a hedge and none is entered into for speculative purposes. Derivative instruments are recorded at fair value, with changes in fair values recognized in earnings as components of non-interest income and non-interest expense on the consolidated statements of income.

NON-INTEREST EXPENSE

Three Months Ended ~~March 31,~~June 30, 2017 Compared to the Same Period in 2016

Non-interest expense for the three months ended ~~March 31,~~June 30, 2017 increased ~~$1.7~~$2.3 million from the same period in ~~2016,~~2016. The increase was primarily related to a $1.4 million increase in salary and ~~wage increases of $712 thousand~~wages due to staffing increases from the capital markets initiative, the Hirshorn Boothby acquisition and the Princeton wealth management office, in addition to annual salary and wage increases and increases in incentive compensation, a ~~$511 thousand~~$1.2 million increase in due diligence, merger-related and merger ~~expenses in connection with~~integration costs primarily related to the ~~merger with~~ RBPI ~~and~~Acquisition, a ~~$700~~$782 thousand increase in other operating expenses, largely related to ~~deferred compensation expense associated with the valuation~~increases in contributions (which were offset by tax credits for Pennsylvania bank shares tax) and impairments of ~~Corporation stock held~~OREO and repossessed assets recorded in the ~~deferred~~second quarter of 2017.

Six Months Ended June 30, 2017 Compared to the Same Period in 2016

Non-interest expense for the six months ended June 30, 2017 increased $3.9 million from the same period in 2016. The increase was related to a $2.1 million increase in salary and wages due to staffing increases from the capital markets initiative, the Hirshorn Boothby acquisition and the Princeton wealth management office, in addition to annual salary and wage increases and increases in incentive compensation, ~~trusts.~~a $1.7 million increase in due diligence, merger-related and merger integration costs, primarily related to the RBPI Acquisition, a $1.5 million increase in other operating expenses, largely related to increases in contributions (which were offset by tax credits for Pennsylvania bank shares tax) and impairments of OREO and repossessed assets recorded in the second quarter of 2017.

The following table provides details ofother operating expenses for the three months ended ~~March 31,~~June 30, 2017 and 2016:

(dollars in thousands)	Three Months EndedJune 30,					Six Months EndedJune 30,
	2017		2016			2017		2016
Deferred compensation trust expense	$	242	$	197		$	367	$	(16	)
Director fees		179		161			336		346
Dues and subscriptions		263		116			417		217
FDIC insurance		369		388			743		822
Impairment of OREO and other repossessed assets		200		—			200		—
Insurance		211		203			418		422
Loan processing		527		504			1,050		773
Miscellaneous		470		(154	)		626		6
MSR amortization		173		181			342		317
Other taxes		4		22			13		31
Outsourced services		20		148			119		250
Portfolio maintenance		131		133			229		184
Postage		156		152			304		293
Stationary and supplies		109		112			226		265
Telephone		394		432			794		831
Temporary help and recruiting		116		213			514		478
Travel and entertainment		222		196			397		394
Other operating expense	$	3,786	$	3,004		$	7,095	$	5,613

(dollars in thousands)

Three Months EndedMarch 31,

2017

2016

Deferred compensation trust expense
$ 125 $ (213
)
Director fees
157 185
Dues and subscriptions
154 101
FDIC insurance
374 434
Impairment of mortgage servicing rights
3 83
Insurance
207 219
Loan processing
523 268
Miscellaneous
156 160
Mortgage servicing rights (“MSR”) amortization
169 136
Other taxes
9 9
Outsourced services
99 103
Portfolio maintenance
99 51
Postage
148 141
Stationary and supplies
117 153
Telephone
400 399
Temporary help and recruiting
397 265
Travel and entertainment
175 198
Other operating expense
$ 3,012 $ 2,692

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INCOME TAXES

Income tax expense for the three months ended ~~March 31,~~June 30, 2017 was ~~$4.6~~$4.9 million, as compared to ~~$4.3~~$4.8 million for the same period in 2016. The tax expense recorded reflects a decrease in the effective tax rate from 35.1% for the second quarter of 2016 to 34.2% for the second quarter of 2017. The decrease in effective tax rate for the three months ended June 30, 2017 as compared to the same period in 2016 was related to recognition, during the three months ended June 30, 2017 and 2016, of excess tax benefits of $114 thousand and $12 thousand, respectively, related to the stock based compensation vesting and option exercises, partially offset by the non-deductible merger costs related to the anticipated RBPI Acquisition incurred in the second quarter of 2017.

Income tax expense for the six months ended June 30, 2017 was $9.5 million, as compared to $9.1 million for the same period in 2016. The tax expense recorded reflects a decrease in the effective tax rate from 34.6% for the ~~first quarter of~~six months ended June 30, 2016 to ~~33.9%~~34.1% for the ~~first quarter of~~six months ended June 30, 2017. The decrease in effective tax rate for the ~~three~~six months ended ~~March 31,~~June 30, 2017 as compared to the same period in 2016 was related to recognition, during ~~the three months ended March 31, 2017~~both periods, of excess tax benefits of ~~$145~~$259 thousand and $61 thousand, respectively, related to the stock based compensation vesting and option exercises, partially offset by the non-deductible merger costs related to the anticipated RBPI ~~merger~~Acquisition incurred in the ~~first quarter of~~six months ended June 30, 2017.

BALANCE SHEET ANALYSIS

Total assets as of ~~March 31,~~June 30, 2017 of ~~$3.29~~$3.43 billion ~~decreased $128.9~~increased $16.7 million from $3.42 billion as of December 31, 2016. The following tables detail the changes:

Loans and Leases

The table below compares the portfolio loans and leases outstanding at ~~March 31,~~June 30, 2017 to December 31, 2016:

March 31, 2017

December 31, 2016

Change

(dollars in thousands)

Balance

Percent of
Portfolio

Balance

Percent of
Portfolio

Amount

Percent

Commercial mortgage
$ 1,137,870 44.5
%
$ 1,110,898 43.8
%
$ 26,972 2.4
%
Home equity lines & loans
203,962 8.0
%
207,999 8.2
%
(4,037
)
(1.9
) %
Residential mortgage
418,264 16.4
%
413,540 16.3
%
4,724 1.1
%
Construction
145,699 5.7
%
141,964 5.6
%
3,735 2.6
%
Commercial and industrial
567,917 22.2
%
579,791 22.9
%
(11,874
)
(2.0
) %
Consumer
23,932 0.9
%
25,341 1.0
%
(1,409
)
(5.6
) %
Leases
57,945 2.3
%
55,892 2.2
%
2,053 3.7
%
Total portfolio loans and leases
2,555,589 100.0
%
2,535,425 100.0
%
20,164 0.8
%
Loans held for sale
3,015 9,621 (6,606
)
(68.7
) %
Total loans and leases
$ 2,558,604 $ 2,545,046 $ 13,558 0.5
%

~~Page 49~~

~~Table of Contents~~

	June 30, 2017					December 31, 2016					Change
(dollars in thousands)	Balance		Percent of Portfolio			Balance		Percent of Portfolio			Amount			Percent
Commercial mortgage	$	1,197,936		44.9	%	$	1,110,898		43.8	%	$	87,038			7.8	%
Home equity lines & loans		208,480		7.8	%		207,999		8.2	%		481			0.2	%
Residential mortgage		416,488		15.6	%		413,540		16.3	%		2,948			.07	%
Construction		156,581		5.9	%		141,964		5.6	%		14,617			10.3	%
Commercial and industrial		599,203		22.5	%		579,791		22.9	%		19,412			3.3	%
Consumer		28,485		1.1	%		25,341		1.0	%		3,144			12.4	%
Leases		59,478		2.2	%		55,892		2.2	%		3,586			6.4	%
Total portfolio loans and leases		2,666,651		100.0	%		2,535,425		100.0	%		131,226			5.2	%
Loans held for sale		8,590					9,621					(1,031	)		(10.7	)%
Total loans and leases	$	2,675,241				$	2,545,046				$	130,195			5.1	%

Cash and Investment Securities

As of ~~March 31,~~June 30, 2017, liquidity remained strong as the Corporation had ~~$69.4~~$29.3 million of cash balances at the Federal Reserve and ~~$590 thousand~~$1.5 million in other interest-bearing accounts, along with significant borrowing capacity as discussed in the “Liquidity” section below.

Investment securities available for sale as of ~~March 31,~~June 30, 2017 totaled ~~$391.0~~$443.7 million, as compared to $567.0 million as of December 31, 2016. The decrease was primarily related to the maturing, at the beginning of January 2017, of $200.0 million of short-term U.S. Treasury ~~bills.~~

bills, partially offset by purchases made during the six months ended June 30, 2017 in a strategic effort to position the investment portfolio in anticipation of the RBPI Acquisition.

Deposits, Borrowings and Subordinated Debt

Deposits and borrowings as of ~~March 31,~~June 30, 2017 and December 31, 2016 were as follows:

	March 31, 2017					December 31, 2016					Change						June 30, 2017					December 31, 2016					Change
(dollars in thousands)	Balance		Percent of Deposits			Balance		Percent of Deposits			Amount			Percent			Balance		Percent of Deposits			Balance		Percent of Deposits			Amount			Percent
Interest-bearing checking	$	395,131		15.0	%	$	379,424		14.7	%	$	15,707			4.1	%	$	381,345		14.2	%	$	379,424		14.7	%	$	1,921			0.5	%
Money market		757,071		28.7	%		761,657		29.6	%		(4,586	)		(0.6	)%		729,859		27.2	%		761,657		29.6	%		(31,798	)		(4.2	)%
Savings		255,791		9.7	%		232,193		9.0	%		23,598			10.2	%		254,903		9.5	%		232,193		9.0	%		22,710			9.8	%
Wholesale non-maturity deposits		69,471		2.6	%		74,272		2.9	%		(4,801	)		(6.5	)%		54,675		2.0	%		74,272		2.9	%		(19,597	)		(26.4	)%
Wholesale time deposits		68,164		2.6	%		73,037		2.8	%		(4,873	)		(6.7	)%		120,524		4.5	%		73,037		2.8	%		47,487			65.0	%
Retail time deposits		319,381		12.1	%		322,912		12.5	%		(3,531	)		(1.1	)%		321,982		12.0	%		322,912		12.5	%		(930	)		(0.3	)%
Interest-bearing deposits		1,865,009		70.7	%		1,843,495		71.5	%		21,514			1.2	%		1,863,288		69.4	%		1,843,495		71.5	%		19,793			1.1	%
Non-interest-bearing deposits		771,556		29.3	%		736,180		28.5	%		35,376			4.8	%		818,475		30.6	%		736,180		28.5	%		82,295			11.2	%
Total deposits	$	2,636,565		100.0	%	$	2,579,675		100.0	%	$	56,890			2.2	%	$	2,681,763		100.0	%	$	2,579,675		100.0	%	$	102,088			4.0	%

March 31, 2017

December 31, 2016

Change

(dollars in thousands)

Balance

Percent of Borrowings

Balance

Percent of Borrowings

Amount

Percent

Short-term borrowings
$ 23,613 10.4
%
$ 204,151 48.2
%
$ (180,538
)
(88.4
)%
Long-term FHLB advances
174,711 76.7
%
189,742 44.8
%
(15,031
)
(7.9
)%
Subordinated notes
29,546 12.9
%
29,532 7.0
%
14 <0.1
%
Borrowed funds
$ 227,870 100.0
%
$ 423,425 100.0
%
$ (195,555
)
(46.2
)%

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	June 30, 2017					December 31, 2016					Change
(dollars in thousands)	Balance		Percent of Borrowings			Balance		Percent of Borrowings			Amount			Percent
Short-term borrowings	$	130,295		40.2	%	$	204,151		48.2	%	$	(73,856	)		(36.2	)%
Long-term FHLB advances		164,681		50.7	%		189,742		44.8	%		(25,061	)		(13.2	)%
Subordinated notes		29,559		9.1	%		29,532		7.0	%		27			<0.1	%
Borrowed funds	$	324,535		100.0	%	$	423,425		100.0	%	$	(98,890	)		(23.4	)%

Capital

Consolidated shareholder’s equity of the Corporation was ~~$388.1~~$395.0 million, or ~~11.8%~~11.5% of total assets as of ~~March 31,~~June 30, 2017, as compared to $381.1 million, or 11.1% of total assets as of December 31, 2016. 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 ~~March 31,~~June 30, 2017 and December 31, 2016:

(dollars in thousands)											Actual					Minimum to be Well-Capitalized Under Prompt Corrective Action Provisions
	Actual					Minimum to be Well-Capitalized Under Prompt Corrective Action Provisions					Amount		Ratio			Amount		Ratio
(dollars in thousands)	Amount		Ratio			Amount		Ratio
March 31, 2017:
June 30, 2017:
Total (Tier II) capital to risk weighted assets
Corporation	$	321,604		12.30	%	$	261,501		10.00	%	$	323,668		11.79	%	$	274,551		10.00	%
Bank		293,689		11.25	%		261,091		10.00	%		298,205		10.88	%		274,145		10.00	%
Tier I capital to risk weighted assets
Corporation		274,570		10.50	%		209,201		8.00	%		277,297		10.10	%		219,640		8.00	%
Bank		276,201		10.58	%		208,873		8.00	%		281,393		10.26	%		219,316		8.00	%
Common equity Tier I capital to risk weighted assets
Corporation		274,570		10.50	%		169,976		6.50	%		277,297		10.10	%		178,458		6.50	%
Bank		276,201		10.58	%		169,709		6.50	%		281,393		10.26	%		178,194		6.50	%
Tier I Leverage ratio (Tier I capital to total quarterly average assets)
Corporation		274,570		8.77	%		156,506		5.00	%		277,297		8.63	%		160,707		5.00	%
Bank		276,201		8.83	%		156,319		5.00	%		281,393		8.76	%		160,528		5.00	%
Tangible common equity to tangible assets⁽¹⁾
Corporation		263,467		8.32	%		—		—			265,766		8.03	%		—		—
Bank		267,704		8.46	%		—		—			272,520		8.24	%		—		—

December 31,2016:
Total (Tier II) capital to risk weighted assets
Corporation	$	318,191		12.35	%	$	257,651		10.00	%	$	318,191		12.35	%	$	257,651		10.00	%
Bank		287,897		11.19	%		257,179		10.00	%		287,897		11.19	%		257,179		10.00	%
Tier I capital to risk weighted assets
Corporation		270,845		10.51	%		206,121		8.00	%		270,845		10.51	%		206,121		8.00	%
Bank		270,083		10.50	%		205,743		8.00	%		270,083		10.50	%		205,743		8.00	%
Common equity Tier I capital to risk weighted assets
Corporation		270,845		10.51	%		167,474		6.50	%		270,845		10.51	%		167,474		6.50	%
Bank		270,083		10.50	%		167,166		6.50	%		270,083		10.50	%		167,166		6.50	%
Tier I leverage ratio (Tier I capital to total quarterly average assets)
Corporation		270,845		8.73	%		155,035		5.00	%		270,845		8.73	%		155,035		5.00	%
Bank		270,083		8.73	%		154,761		5.00	%		270,083		8.73	%		154,761		5.00	%
Tangible common equity to tangible assets⁽¹⁾
Corporation		255,959		7.76	%		—		—			255,959		7.76	%		—		—
Bank		258,352		7.85	%		—		—			258,352		7.85	%		—		—

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

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The capital ratios for the Bank and the Corporation, as of ~~March 31,~~June 30, 2017, as shown in the above ~~table,~~tables, indicate levels well above the regulatory minimum to be considered “well ~~capitalized” under the prompt corrective actions provisions.~~capitalized.” At both the Bank ~~level, all~~and Corporation levels, the capital ratios to risk-weighted assets have ~~increased slightly~~all decreased from their December 31, 2016 levels ~~due to~~largely as a result of the effect of an increase in retained earnings and a decrease in other comprehensive loss partially offset by an increase in risk-weighted assets. At the Corporation level, Tier 1 and Total (Tier 1 & 2) capital to risk weighted assets declined by 1 and 5 basis points, respectively, related to an increase in risk-weighted assets, much of which was in the commercial mortgage, construction, and the decrease in retained earnings associated with the dividend payment during the first quarter of 2017 which totaled $3.6 million. Neither the Corporation nor the Bank is under any agreement with regulatory authorities which would have a material effect on liquidity, capital resources or operationscommercial and industrial segments of the ~~Corporation or the Bank.~~loan portfolio, which are typically risk-weighted at 100%.

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.

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Unused availability is detailed on the following table:

(dollars in millions)	Available Funds as of March 31, 2017		Percent of Total Borrowing Capacity			Available Funds as of December 31, 2016		Percent of Total Borrowing Capacity			Dollar Change			Percent Change			Available Funds as of June 30, 2017		Percent of Total Borrowing Capacity			Available Funds as of December 31, 2016		Percent of Total Borrowing Capacity			Dollar Change			Percent Change
Federal Home Loan Bank of Pittsburgh	$	1,036.8		84.5	%	$	886.0		72.9	%	$	150.8			17.0	%	$	1,005.4		81.4	%	$	886.0		72.9	%	$	119.4			13.5	%
Federal Reserve Bank of Philadelphia		108.0		100.0	%		117.3		100.0	%		(9.3	)		(7.9	)%		116.3		100.0	%		117.3		100.0	%		(1.0	)		(0.9	)%
Fed Funds Lines (six banks)		79.0		100.0	%		79.0		100.0	%		—			—	%		79.0		100.0	%		79.0		100.0	%		—			—	%
Revolving line of credit with correspondent bank		5.0		100.0	%		5.0		100.0	%		—			—	%		5.0		100.0	%		5.0		100.0	%		—			—	%
	$	1,228.8		86.6	%	$	1,087.3		76.7	%	$	141.5			13.0	%	$	1,205.7		84.0	%	$	1,087.3		76.7	%	$	118.4			10.9	%

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

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 ~~$42.8~~$32.2 million in balances as of ~~March 31,~~June 30, 2017 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 $3.7 million and $7.2 million for the three and six months ended ~~March 31,~~June 30, 2017, respectively, as compared to PTSP of ~~$3.6~~$3.4 million and $7.0 million, respectively, for the same ~~period~~periods in 2016. The Wealth Management Segment provided ~~26.9%~~25.7% of the Corporation’s pre-tax profit for both the three ~~months~~and six month periods ended ~~March 31,~~June 30, 2017 as compared to ~~28.5%~~24.9% and 26.6% for the same respective periods in 2016. For the three month period ended June 30, 2017, both insurance revenues and fees for wealth management services increased from the same period in 2016. ~~While insurance revenues decreased by $513 thousand for~~For the ~~first quarter of~~six month period ended June 30, 2017, as compared to the same period in 2016, fees for wealth management services increased, ~~by $471 thousand for~~while insurance revenues decreased, largely related to the ~~same periods.~~contingent commissions discussed in the noninterest income section above.

The Banking Segment recorded a PTSP of ~~$10.0~~$10.7 million and $21.0 million for the three and six months ended ~~March 31,~~June 30, 2017 as compared to PTSP of ~~$9.0~~$10.3 million and $19.4 million for the same ~~period~~respective periods in 2016. The Banking Segment provided ~~73.1%~~74.3% of the Corporation’s pre-tax profit for both the three ~~months~~and six month periods ended ~~March 31,~~June 30, 2017 as compared to ~~71.5%~~75.1% and 73.4% for the same ~~period~~respective periods in 2016.

~~Page 52~~

~~Table of Contents~~

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 ~~March 31,~~June 30, 2017 were ~~$682.7~~$702.3 million, as compared to $675.4 million at December 31, 2016.

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 ~~March 31,~~June 30, 2017 amounted to ~~$12.3~~$16.0 million, as compared to $12.7 million at December 31, 2016.

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~~March 31,~~June 30, 2017:

(dollars in millions)	Total		Within 1 Year		2 – 3 Years		4 – 5 Years		After 5 Years		Total		Within 1 Year		2 – 3 Years		4 – 5 Years		After 5 Years
Deposits without a stated maturity	$	2,249.1	$	2,249.1	$	—	$	—	$	—	$	2,239.3	$	2,239.3	$	—	$	—	$	—
Wholesale and retail time deposits		387.6		312.4		69.4		5.8		—		442.5		358.6		78.6		5.3		—
Short-term borrowings		23.6		23.6		—		—		—		130.3		130.3		—		—		—
Long-term FHLB advances		174.7		91.5		75.7		7.5		—		164.7		91.5		68.2		5.0		—
Operating leases		30.4		4.2		7.9		5.8		12.5		30.9		4.4		8.3		6.1		12.1
Purchase obligations		8.1		2.3		2.9		2.9		—		8.1		2.3		2.9		2.9		—
Total	$	2,873.5	$	2,683.1	$	155.9	$	22.0		12.5	$	3,015.8	$	2,826.4	$	158.0	$	19.3		12.1

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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.

Special Cautionary Notice Regarding Forward Looking Statements

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

~~Page 53~~

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•

local, regional, national and international economic conditions and the impact they may have on us and our customers and our assessment of that impact;

our need for capital;

lower demand for our products and services and lower revenues and earnings could result from an economic recession;

lower earnings could result from other-than-temporary impairment charges related to our investment securities portfolios or other assets;

changes in monetary or fiscal policy, or existing statutes, regulatory guidance, legislation or judicial decisions that adversely affect our business, including changes in federal income tax or other tax regulations;

changes in the level of non-performing assets and charge-offs;

changes in estimates of future reserve requirements based upon the periodic review thereof under relevant regulatory and accounting requirements;

other changes in accounting requirements or interpretations;

the accuracy of assumptions underlying the establishment of provisions for loan and lease losses and estimates in the value of collateral, and various financial assets and liabilities;

inflation, securities market and monetary fluctuations;

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

changes in interest rates, spreads on interest-earning assets and interest-bearing liabilities, and interest rate sensitivity;

prepayment speeds, loan originations and credit losses;

changes in the value of our mortgage servicing rights;

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sources of liquidity and financial resources in the amounts, at the times and on the terms required to support our future business;

legislation or other governmental action affecting the financial services industry as a whole, us or our subsidiaries individually or collectively, including changes in laws and regulations (including laws and regulations concerning taxes, banking, securities and insurance) with which we must comply;

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

our common stock outstanding and common stock price volatility;

fair value of and number of stock-based compensation awards to be issued in future periods;

with respect to mergers and acquisitions, our business and the acquired business will not be integrated successfully or such integration may be more difficult, time-consuming or costly than expected;

revenues following the completion of a merger or acquisition may be lower than expected;

deposit attrition, operating costs, customer loss and business disruption following a merger or acquisition, including, without limitation, difficulties in maintaining relationships with employees, may be greater than expected;

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

our success in continuing to generate new business in our existing markets, as well as their success in identifying and penetrating targeted markets and generating a profit in those markets in a reasonable time;

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

changes in consumer and business spending, borrowing and savings habits and demand for financial services in the relevant market areas;

rapid technological developments and changes;

the effects of competition from other commercial banks, thrifts, mortgage companies, finance companies, credit unions, securities brokerage firms, insurance companies, money-market and mutual funds and other institutions operating in our market areas and elsewhere including institutions operating locally, regionally, nationally and internationally together with such competitors offering banking products and services by mail, telephone, computer and the internet;

~~Page 54~~

~~Table of Contents~~

our ability to continue to introduce competitive new products and services on a timely, cost-effective basis and the mix of those products and services;

containing costs and expenses;

protection and validity of intellectual property rights;

reliance on large customers;

technological, implementation and cost/financial risks in contracts;

the outcome of pending and future litigation and governmental proceedings;

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

ability to retain key employees and members of senior management;

the ability of key third-party providers to perform their obligations to us and our subsidiaries; and

Our success in managing the risks involved in the foregoing;

as it relates to our pending merger with RBPI, that required regulatory, shareholder or other approvals are not obtained or other closing conditions are not satisfied in a timely manner or at all;

that prior to the completion of the transaction or thereafter, the Corporation’s and RBPI’s respective businesses may not perform as expected due to transaction-related uncertainty or other factors;

that the parties are unable to successfully implement integration strategies;

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the inability of RBPI to cash out outstanding warrants to purchase RBPI Class A Common Stock;

reputational risks and the reaction of the companies’ customers to the transaction;

diversion of management time on merger-related issues; the integration of the acquired business with the Corporation may take longer than anticipated or be more costly to complete and that the anticipated benefits, including any anticipated cost savings or strategic gains may be significantly harder to achieve or take longer than anticipated or may not be achieved; the need for capital, ability to control operating costs and expenses, and to manage loan and lease delinquency rates;

the credit risks of lending activities and overall quality of the composition of acquired loan, lease and securities portfolio;

the inability of key third-party providers to perform their obligations to us.

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

Additional Information About the Merger with RBPI and Where to Find It

In connection with the proposed merger transaction between the Corporation and RBPI, on April 20, 2017, the Corporation filed with the Securities and Exchange Commission a Registration Statement on Form S-4/A which included a Proxy Statement of RBPI, and a Prospectus of the Corporation, as well as other relevant documents concerning the proposed transaction. Shareholders are urged to read the Registration Statement and the Proxy Statement/Prospectus regarding the merger with RBPI and any other relevant documents filed with the SEC, as well as any amendments or supplements to those documents, because they will contain important information.

A free copy of the Proxy Statement/Prospectus, as well as other filings containing information about the Corporation and RBPI, may be obtained at the SEC’s Internet site (http://www.sec.gov).

The Corporation and RBPI and certain of their directors and executive officers may be deemed to be participants in the solicitation of proxies from the shareholders of RBPI in connection with the proposed merger. Information about the directors and executive officers of the Corporation is set forth in the proxy statement for the Corporation’s 2017 annual meeting of shareholders, filed with the SEC on a Schedule 14A on March 10, 2017. Information about the directors and executive officers of RBPI is set forth in the Form 10-K for RBPI, as filed with the SEC on March 22, 2017. Additional information regarding the interests of those participants and other persons who may be deemed participants in the transaction may be obtained by reading the Proxy Statement/Prospectus regarding the proposed merger. Free copies of this document may be obtained as described in the preceding paragraph.

~~Page 55~~

~~Table of Contents~~

ITEM 3. Quantitative~~Quantitative~~ and Qualitative ~~Qualitative~~ Disclosures About Market Risks

See the discussion of quantitative and qualitative disclosures about market risks in the Corporation’s 2016 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,” “Customer Derivatives” and “– Gap Analysis” in this quarterly report on Form 10-Q.

ITEM 4. ~~Controls~~Controlsand 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 ~~March 31,~~June 30, 2017.

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.

Page 61

Table of Contents

PARTII OTHER ~~INFO~~RM~~ATION.~~INFORMATION.

ITEM 1. Legal P~~roceedings.~~Proceedings.

In a Complaint filed on April 11, 2017 in the U.S. District Court for the Eastern District of Pennsylvania, the Corporation was named as a defendant in a lawsuit entitled Parshall v. Royal Bancshares of Pennsylvania, Inc., et al. In relevant part, Mr. Parshall, a purported shareholder of RBPI, alleges that the Corporation, as a “control person” of RBPI, should be liable for what Mr. Parshall claims to be inadequate disclosures in the proxy statement/prospectus RBPI sent to its shareholders in connection with soliciting approval of the Corporation’s acquisition of RBPI. Mr. Parshall purports to bring this claim on behalf of a class of similarly-situated RBPI shareholders, although no class has yet been certified by the court. Mr. Parshall does not articulate any monetary damages in his complaint, but seeks the right to prevent the Corporation’s acquisition of RBPI (or in the alternative, if it does proceed, rescind it or award rescissory damages), an order for an amended proxy statement/prospectus, a declaratory judgment that the defendants, including the Corporation, violated federal securities laws, and unspecified attorney's fees and litigation costs.

ITEM 1A. R~~isk~~Risk Factors
None.

ITEM 2. Unregistered Sa~~Sales~~lesof Equity Securities and Use of Proceeds

Share Repurchase

The following table presents the shares repurchased by the Corporation during the ~~first~~second quarter of 2017⁽¹⁾:

Period

Total Number of
Shares Purchased⁽²⁾

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

January 1, 2017 – January 31, 2017
— $ — — 189,300
February 1, 2017 – February 28, 2017
— $ — — 189,300
March 1, 2017 – March 31, 2017
442 $ 42.00 — 189,300

Total
442 $ 42.00 — 189,300

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
April 1, 2017 – April 30, 2017		2,008	$	41.38		—		189,300
May 1, 2017 – May 31, 2017		1,533	$	42.55		—		189,300
June 1, 2017 – June 30, 2017		—	$	—		—		189,300

Total		3,541	$	41.88		—		189,300

⁽¹⁾

On August 6, 2015, the Corporation announced a stock repurchase program (the “2015 Program”) under which the Corporation may repurchase up to 1,200,000 shares of the Corporation’s common stock, at an aggregate purchase price not to exceed $40 million.There is no expiration date on the 20152015 Program and the Corporation has no plans for an early termination of the 20152015 Program. All sharere~~purchase~~s repurchases underthe 2015 Programwere accomplished in open market transactions.As of~~March 31,~~ June 30, 2017,,the maximum number of shares remaining authorized for repurchase under the 2015 Program was~~189,300~~. 189,300.

⁽²⁾	On~~March 2~~April 4,, 2017 and April 28, 2017, 491, shares~~442~~ and 1,168 share, respectively, were purchased by the Corporation’s deferred compensation plans through open market transactions.

(3)

Includes shares ~~were~~ purchased to cover statutory tax withholding requirements on vested stock awards for certain officers of the Corporation ~~and~~or Bank as follows:.349 shares onApril 18, 2017;1,533 shares onMay 15, 2017

ITEM 3. DeDef~~faults~~aults Upon Senior Securities

None.

ITEM 4. ~~Mine~~MineSafetyDisclosures.
Not applicable.

ITEM 5. ~~Other~~O~~Info~~the~~rmation~~r Information

None.

Page 5662

Table of Contents

ITEM6.Exhibits

Exhibit No.		Description and References

2.1		Agreement and Plan of Merger, dated as of January 30, 2017, by and between Bryn Mawr Bank Corporation and Royal Bancshares of Pennsylvania, Inc., incorporated by reference to Exhibit 2.1 to the Corporation’s Form 8-K filed with the SEC on January 31, 2017
3.1		Amended and Restated By-Laws, effective November 20, 2007, incorporated by reference to Exhibit 3.2 of the Corporation’s Form 8-K filed with the SEC on November 21, 2007
3.2		Amended and Restated Articles of Incorporation, effective November 21, 2007, incorporated by reference to Exhibit 3.1 of the Corporation’s Form 8-K filed with the SEC on November 21, 2007
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

Page 5763

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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: ~~May 5,~~August 4, 2017	By:	/s/ Francis J. Leto
		Francis J. Leto
		President & Chief Executive Officer
		(Principal Executive Officer)


Date: ~~May 5,~~August 4, 2017	By:	/s/ Michael W. Harrington
		Michael W. Harrington
		Chief Financial Officer
		(Principal Financial ~~and Accounting~~ Officer)

Page 5864

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Form 10-Q

Index to Exhibits

Exhibit No.		Description and References

2.1		Agreement and Plan of Merger, dated as of January 30, 2017, by and between Bryn Mawr Bank Corporation and Royal Bancshares of Pennsylvania, Inc., incorporated by reference to Exhibit 2.1 to the Corporation’s Form 8-K filed with the SEC on January 31, 2017
3.1		Amended and Restated By-Laws, effective November 20, 2007, incorporated by reference to Exhibit 3.2 of the Corporation’s Form 8-K filed with the SEC on November 21, 2007
3.2		Amended and Restated Articles of Incorporation, effective November 21, 2007, incorporated by reference to Exhibit 3.1 of the Corporation’s Form 8-K filed with the SEC on November 21, 2007
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

Page 5965

	(unaudited)
	March 31,			December 31,
(dollars in thousands)	2017			2016
Assets
Cash and due from banks	$	17,457		$	16,559
Interest bearing deposits with banks		69,978			34,206
Cash and cash equivalents		87,435			50,765
Investment securities available for sale, at fair value (amortized cost of $392,326 and $568,890as of March 31, 2017 and December 31, 2016 respectively)		391,028			566,996
Investment securities held to maturity, at amortized cost (fair value of $5,116 and $2,818as of March 31, 2017 and December 31, 2016, respectively)		5,194			2,879
Investment securities, trading		4,138			3,888
Loans held for sale		3,015			9,621
Portfolio loans and leases, originated		2,286,814			2,240,987
Portfolio loans and leases, acquired		268,775			294,438
Total portfolio loans and leases		2,555,589			2,535,425
Less: Allowance for originated loan and lease losses		(17,069	)		(17,458	)
Less: Allowance for acquired loan and lease losses		(38	)		(28	)
Total allowance for loans and lease losses		(17,107	)		(17,486	)
Net portfolio loans and leases		2,538,482			2,517,939
Premises and equipment, net		40,515			41,778
Accrued interest receivable		8,392			8,533
Mortgage servicing rights		5,686			5,582
Bank owned life insurance		39,479			39,279
Federal Home Loan Bank stock		8,505			17,305
Goodwill		104,765			104,765
Intangible assets		19,864			20,405
Other investments		8,716			8,627
Other assets		27,403			23,168
Total assets	$	3,292,617		$	3,421,530
Liabilities
Deposits:
Non-interest-bearing	$	771,556		$	736,180
Interest-bearing		1,865,009			1,843,495
Total deposits		2,636,565			2,579,675

Short-term borrowings		23,613			204,151
Long-term FHLB advances		174,711			189,742
Subordinated notes		29,546			29,532
Accrued interest payable		2,722			2,734
Other liabilities		37,365			34,569
Total liabilities		2,904,522			3,040,403
Shareholders' equity
Common stock, par value $1; authorized 100,000,000 shares;issued 21,141,146 and 21,110,968 shares as of March 31, 2017 and December 31, 2016, respectively,and outstanding of 16,969,451 and 16,939,715 as of March 31, 2017 and December 31, 2016, respectively		21,141			21,111
Paid-in capital in excess of par value		233,910			232,806
Less: Common stock in treasury at cost - 4,171,695 and 4,171,253 shares as of March 31, 2017and December 31, 2016, respectively		(66,969	)		(66,950	)
Accumulated other comprehensive loss, net of tax		(1,990	)		(2,409	)
Retained earnings		202,003			196,569
Total shareholders' equity		388,095			381,127
Total liabilities and shareholders' equity	$	3,292,617		$	3,421,530

(dollars in thousands, except per share information)
	For the Three Months Ended March 31, 2017
	Shares of Common Stock Issued		Common Stock		Paid-in Capital		Treasury Stock			Accumulated Other Comprehensive Loss			Retained Earnings			Total Shareholders' Equity

Balance December 31, 2016		21,110,968	$	21,111	$	232,806	$	(66,950	)	$	(2,409	)	$	196,569		$	381,127
Net income				-		-		-			-			9,044			9,044
Dividends declared, $0.21 per share				-		-		-			-			(3,610	)		(3,610	)
Other comprehensive income, net of tax expense of $225				-		-		-			419			-			419
Stock based compensation				-		484		-			-			-			484
Net purchase of treasury stock from stock awards for statutory tax withholdings				-		-		(19	)		-			-			(19	)
Common stock issued through share-based awards and options exercises		30,178		30		620		-			-			-			650
Balance March 31, 2017		21,141,146	$	21,141	$	233,910	$	(66,969	)	$	(1,990	)	$	202,003		$	388,095

	Number of Contracts for the Three Months Ended March 31, 2017
	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
Home equity loans and lines		—		1		—		—		—		—		—
Residential mortgage		—		—		1		—		—		—		—
Leases		—		—		—		—		3		—		—
Total		—		1		1		—		3		—		—

(dollars in thousands)	As of March 31, 2017
	Outstanding Principal		Remaining Loan Mark			Recorded Investment
Commercial mortgage	$	151,454	$	(4,163	)	$	147,291
Home equity lines and loans		29,047		(1,640	)		27,407
Residential mortgage		69,338		(2,423	)		66,915
Commercial and industrial		30,317		(3,296	)		27,021
Consumer		162		(21	)		141
Total	$	280,318	$	(11,543	)	$	268,775

	Three Months EndedMarch 31, 2017									Three Months EndedMarch 31,2016
(dollars in thousands)	Banking			Wealth Management			Consolidated			Banking			Wealth Management			Consolidated

Net interest income	$	27,402		$	1		$	27,403		$	25,901		$	1		$	25,902
Less: loan loss provision		291			—			291			1,410			—			1,410
Net interest income after loan loss provision		27,111			1			27,112			24,491			1			24,492
Other income:
Fees for wealth management services		—			9,303			9,303			—			8,832			8,832
Service charges on deposit accounts		647			—			647			702			—			702
Loan servicing and other fees		503			—			503			492			—			492
Net gain on sale of loans		629			—			629			705			—			705
Net gain (loss) on sale of available for sale securities		1			—			1			(15	)		—			(15	)
Net (loss) gain on sale of other real estate owned		—			—			—			(76	)		—			(76	)
Insurance commissions		—			763			763			—			1,276			1,276
Other operating income		1,333			48			1,381			1,201			36			1,237
Total other income		3,113			10,114			13,227			3,009			10,144			13,153

Other expenses:
Salaries & wages		8,630			3,820			12,450			7,897			3,841			11,738
Employee benefits		1,627			932			2,559			1,645			840			2,485
Occupancy & equipment		2,127			399			2,526			2,082			406			2,488
Amortization of intangible assets		353			340			693			220			671			891
Professional fees		681			30			711			799			14			813
Due diligence, merger-related and merger integration costs		511			—			511			—			—			—
Other operating expenses		6,184			1,026			7,210			5,717			864			6,581
Total other expenses		20,113			6,547			26,660			18,360			6,636			24,996
Segment profit		10,111			3,568			13,679			9,140			3,509			12,649
Intersegment (revenues) expenses*		(112	)		112			—			(99	)		99			—
Pre-tax segment profit after eliminations	$	9,999		$	3,680		$	13,679		$	9,041		$	3,608		$	12,649
% of segment pre-tax profit after eliminations		73.1	%		26.9	%		100.0	%		71.5	%		28.5	%		100.0	%
Segment assets(dollars in millions)	$	3,247		$	46		$	3,293		$	3,010		$	48		$	3,058

(dollars in thousands)	Net Change in Unrealized Gains on Available-for-Sale Investment Securities			Net Change in Unfunded Pension Liability			Accumulated Other ComprehensiveIncome (Loss)
Balance, December 31, 2016	$	(1,231	)		(1,178	)		(2,409	)
Net change		387			32			419
Balance, March 31, 2017	$	(844	)		(1,146	)		(1,990	)

Balance, December 31, 2015	$	774			(1,186	)		(412	)
Net change		1,921			(7	)		1,914
Balance, March 31, 2016	$	2,695			(1,193	)		1,502

(dollars in thousands)	Three Months EndedMarch 31,
	2017		2016
Deferred compensation trust expense	$	125	$	(213	)
Director fees		157		185
Dues and subscriptions		154		101
FDIC insurance		374		434
Impairment of mortgage servicing rights		3		83
Insurance		207		219
Loan processing		523		268
Miscellaneous		156		160
Mortgage servicing rights (“MSR”) amortization		169		136
Other taxes		9		9
Outsourced services		99		103
Portfolio maintenance		99		51
Postage		148		141
Stationary and supplies		117		153
Telephone		400		399
Temporary help and recruiting		397		265
Travel and entertainment		175		198
Other operating expense	$	3,012	$	2,692