UNIVEST FINANCIAL Corp - Quarter Report: 2016 August (Form 10-Q)

Table of Contents

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Form 10-Q



x	Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 for the quarterly period ended June 30, 2016.



¨	Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 for the transition period from to .

Commission File Number: 0-7617

UNIVEST CORPORATION OF PENNSYLVANIA

(Exact name of registrant as specified in its charter)



Pennsylvania		23-1886144
(State or other jurisdiction of incorporation or organization)		(IRS Employer Identification No.)

14 North Main Street, Souderton, Pennsylvania 18964

(Address of principal executive offices)(Zip Code)

Registrant’s telephone number, including area code: (215) 721-2400

Not applicable

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

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter 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 x No ¨

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

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



Large accelerated filer	¨	Accelerated filer	x
Non-accelerated filer	¨ (Do not check if a smaller reporting company)	Smaller reporting company	¨

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ¨ No x

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



Common Stock, $5 par value		26,555,176
(Title of Class)		(Number of shares outstanding at July 29, 2016)

Table of Contents

UNIVEST CORPORATION OF PENNSYLVANIA AND SUBSIDIARIES

INDEX



			Page Number
Part I.	Financial Information:

	Item 1.	Financial Statements (Unaudited)

		Consolidated Balance Sheets at June 30, 2016 and December 31, 2015	2

		Consolidated Statements of Income for the Three and Six Months Ended June 30, 2016 and 2015	3

		Consolidated Statements of Comprehensive Income for the Three and Six Months Ended June 30, 2016 and 2015	4

		Consolidated Statements of Changes in Shareholders’ Equity for the Three and Six Months Ended June 30, 2016 and 2015	5

		Consolidated Statements of Cash Flows for the Three and Six Months Ended June 30, 2016 and 2015	6

		Notes to Consolidated Financial Statements	7

	Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	41

	Item 3.	Quantitative and Qualitative Disclosures About Market Risk	57

	Item 4.	Controls and Procedures	57

Part II.	Other Information

	Item 1.	Legal Proceedings	58

	Item 1A.	Risk Factors	58

	Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	58

	Item 3.	Defaults Upon Senior Securities	58

	Item 4.	Mine Safety Disclosures	58

	Item 5.	Other Information	58

	Item 6.	Exhibits	59

Signatures			60

Table of Contents

PART I. FINANCIAL INFORMATION


Item 1.	Financial Statements

UNIVEST CORPORATION OF PENNSYLVANIA

CONSOLIDATED BALANCE SHEETS



	(UNAUDITED)
(Dollars in thousands, except share data)	At June 30, 2016			At December 31, 2015
ASSETS
Cash and due from banks	$	36,404		$	32,356
Interest-earning deposits with other banks	8,286			28,443
Federal funds sold	48,500			—
Investment securities held-to-maturity (fair value $32,946 and $41,061 at June 30, 2016 and December 31, 2015, respectively)	32,885			40,990
Investment securities available-for-sale	254,095			329,770
Loans held for sale	4,657			4,680
Loans and leases held for investment	2,345,037			2,179,013
Less: Reserve for loan and lease losses	(17,153		)	(17,628		)
Net loans and leases held for investment	2,327,884			2,161,385
Premises and equipment, net	44,437			42,156
Goodwill	112,657			112,657
Other intangibles, net of accumulated amortization and fair value adjustments of $15,234 and $15,360 at June 30, 2016 and December 31, 2015, respectively	11,677			12,620
Bank owned life insurance	72,565			71,560
Funds advanced for merger settlement	98,885			—
Accrued interest receivable and other assets	54,685			42,834
Total assets	$	3,107,617		$	2,879,451
LIABILITIES
Noninterest-bearing deposits	$	689,916		$	541,460
Interest-bearing deposits:
Demand deposits	674,847			790,800
Savings deposits	652,129			607,694
Time deposits	360,192			454,406
Total deposits	2,377,084			2,394,360
Short-term borrowings	260,216			24,211
Subordinated notes	49,450			49,377
Accrued interest payable and other liabilities	51,707			49,929
Total liabilities	2,738,457			2,517,877
SHAREHOLDERS’ EQUITY
Common stock, $5 par value: 48,000,000 shares authorized at June 30, 2016 and December 31, 2015; 22,054,270 shares issued at June 30, 2016 and December 31, 2015; 19,557,958 and 19,530,930 shares outstanding at June 30, 2016 and December 31, 2015, respectively	110,271			110,271
Additional paid-in capital	121,399			121,280
Retained earnings	198,156			193,446
Accumulated other comprehensive loss, net of tax benefit	(14,370		)	(16,708		)
Treasury stock, at cost; 2,496,312 and 2,523,340 shares at June 30, 2016 and December 31, 2015, respectively	(46,296		)	(46,715		)
Total shareholders’ equity	369,160			361,574
Total liabilities and shareholders’ equity	$	3,107,617		$	2,879,451

Note: See accompanying notes to the unaudited consolidated financial statements.

Table of Contents

UNIVEST CORPORATION OF PENNSYLVANIA

CONSOLIDATED STATEMENTS OF INCOME

(Unaudited)



	Three Months Ended June 30,				Six Months Ended June 30,
(Dollars in thousands, except per share data)	2016		2015		2016		2015
Interest income
Interest and fees on loans and leases:
Taxable	$	22,311	$	21,939	$	44,161	$	43,193
Exempt from federal income taxes	1,774		1,579		3,490		3,163
Total interest and fees on loans and leases	24,085		23,518		47,651		46,356
Interest and dividends on investment securities:
Taxable	1,188		1,104		2,462		2,138
Exempt from federal income taxes	710		880		1,444		1,739
Interest on federal funds sold	2		—		9		2
Other interest income	9		11		37		16
Total interest income	25,994		25,513		51,603		50,251
Interest expense
Interest on deposits	1,458		1,445		2,991		2,862
Interest on short-term borrowings	320		13		323		23
Interest on long-term borrowings	673		675		1,348		682
Total interest expense	2,451		2,133		4,662		3,567
Net interest income	23,543		23,380		46,941		46,684
Provision for loan and lease losses	830		1,141		1,156		2,215
Net interest income after provision for loan and lease losses	22,713		22,239		45,785		44,469
Noninterest income
Trust fee income	1,997		2,154		3,862		3,974
Service charges on deposit accounts	1,056		1,039		2,054		2,102
Investment advisory commission and fee income	2,759		2,740		5,428		5,503
Insurance commission and fee income	3,503		3,434		8,061		7,580
Other service fee income	1,948		1,833		3,781		3,431
Bank owned life insurance income	535		211		1,005		564
Net gain on sales of investment securities	413		181		457		272
Net gain on mortgage banking activities	1,711		1,367		2,929		2,625
Other income	197		392		498		731
Total noninterest income	14,119		13,351		28,075		26,782
Noninterest expense
Salaries and benefits	14,080		11,957		28,262		25,271
Commissions	2,363		2,155		4,258		3,969
Net occupancy	2,091		2,035		4,187		4,393
Equipment	2,116		1,708		4,004		3,397
Professional fees	947		1,066		1,967		1,873
Marketing and advertising	513		551		1,051		911
Deposit insurance premiums	418		422		865		834
Intangible expenses	996		893		1,766		1,679
Acquisition-related costs	1,158		41		1,372		507
Integration costs	27		110		33		1,484
Restructuring charges	—		1,642		—		1,642
Other expense	4,837		4,252		8,720		8,283
Total noninterest expense	29,546		26,832		56,485		54,243
Income before income taxes	7,286		8,758		17,375		17,008
Income taxes	2,046		2,292		4,846		4,426
Net income	$	5,240	$	6,466	$	12,529	$	12,582
Net income per share:
Basic	$	0.27	$	0.33	$	0.64	$	0.64
Diluted	0.27		0.33		0.64		0.64
Dividends declared	0.20		0.20		0.40		0.40

Note: See accompanying notes to the unaudited consolidated financial statements.

Table of Contents

UNIVEST CORPORATION OF PENNSYLVANIA

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

(Unaudited)



	Three Months Ended June 30,
(Dollars in thousands)	2016									2015
(Dollars in thousands)	Before Tax Amount			Tax Expense (Benefit)			Net of Tax Amount			Before Tax Amount			Tax Expense (Benefit)			Net of Tax Amount
Income	$	7,286		$	2,046		$	5,240		$	8,758		$	2,292		$	6,466
Other comprehensive income:
Net unrealized gains (losses) on available-for-sale investment securities:
Net unrealized holding gains (losses) arising during the period	2,084			730			1,354			(3,555		)	(1,244		)	(2,311		)
Less: reclassification adjustment for net gains on sales realized in net income	(413		)	(145		)	(268		)	(181		)	(63		)	(118		)
Total net unrealized gains (losses) on available-for-sale investment securities	1,671			585			1,086			(3,736		)	(1,307		)	(2,429		)
Net change in fair value of interest rate swaps used in cash flow hedges	(220		)	(77		)	(143		)	377			132			245
Defined benefit pension plans:
Amortization of net actuarial loss included in net periodic pension costs	329			115			214			340			119			221
Accretion of prior service cost included in net periodic pension costs	(70		)	(24		)	(46		)	(70		)	(25		)	(45		)
Total defined benefit pension plans	259			91			168			270			94			176
Other comprehensive income (loss)	1,710			599			1,111			(3,089		)	(1,081		)	(2,008		)
Total comprehensive income	$	8,996		$	2,645		$	6,351		$	5,669		$	1,211		$	4,458



	Six Months Ended June 30,
(Dollars in thousands)	2016									2015
(Dollars in thousands)	Before Tax Amount			Tax Expense (Benefit)			Net of Tax Amount			Before Tax Amount			Tax Expense (Benefit)			Net of Tax Amount
Income	$	17,375		$	4,846		$	12,529		$	17,008		$	4,426		$	12,582
Other comprehensive income:
Net unrealized (losses) gains on available-for-sale investment securities:
Net unrealized holding gains (losses) arising during the period	4,302			1,506			2,796			(1,397		)	(489		)	(908		)
Less: reclassification adjustment for net gains on sales realized in net income	(457		)	(160		)	(297		)	(272		)	(95		)	(177		)
Total net unrealized gains (losses) on available-for-sale investment securities	3,845			1,346			2,499			(1,669		)	(584		)	(1,085		)
Net change in fair value of interest rate swaps used in cash flow hedges	(765		)	(268		)	(497		)	40			14			26
Defined benefit pension plans:
Amortization of net actuarial loss included in net periodic pension costs	658			230			428			681			239			442
Accretion of prior service cost included in net periodic pension costs	(141		)	(49		)	(92		)	(140		)	(49		)	(91		)
Total defined benefit pension plans	517			181			336			541			190			351
Other comprehensive income (loss)	3,597			1,259			2,338			(1,088		)	(380		)	(708		)
Total comprehensive income	$	20,972		$	6,105		$	14,867		$	15,920		$	4,046		$	11,874

Note: See accompanying notes to the unaudited consolidated financial statements.

Table of Contents

UNIVEST CORPORATION OF PENNSYLVANIA

CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS’ EQUITY

(Unaudited)



(Dollars in thousands, except share and per share data)	Common Shares Outstanding		Common Stock		Additional Paid-in Capital			Retained Earnings			Accumulated Other Comprehensive (Loss) Income			Treasury Stock			Total
Six Months Ended June 30, 2016
Balance at December 31, 2015	19,530,930		$	110,271	$	121,280		$	193,446		$	(16,708	)	$	(46,715	)	$	361,574
Net income	—		—		—			12,529			—			—			12,529
Other comprehensive income, net of income tax	—		—		—			—			2,338			—			2,338
Cash dividends declared ($0.40 per share)	—		—		—			(7,819		)	—			—			(7,819		)
Stock issued under dividend reinvestment and employee stock purchase plans	61,281		—		25			—			—			1,206			1,231
Exercise of stock options	22,667		—		(45		)	—			—			422			377
Repurchase of cancelled restricted stock awards	(14,250	)	—		241			—			—			(241		)	—
Stock-based compensation	—		—		944			—			—			—			944
Net tax benefit on stock-based compensation	—		—		37			—			—			—			37
Purchases of treasury stock	(101,250	)	—		—			—			—			(2,051		)	(2,051		)
Restricted stock awards granted	58,580		—		(1,083		)	—			—			1,083			—
Balance at June 30, 2016	19,557,958		$	110,271	$	121,399		$	198,156		$	(14,370	)	$	(46,296	)	$	369,160



(Dollars in thousands, except share and per share data)	Common Shares Outstanding		Common Stock		Additional Paid-in Capital			Retained Earnings			Accumulated Other Comprehensive (Loss) Income			Treasury Stock			Total
Six Months Ended June 30, 2015
Balance at December 31, 2014	16,221,607		$	91,332	$	62,980		$	181,851		$	(14,462	)	$	(37,147	)	$	284,554
Net income	—		—		—			12,582			—			—			12,582
Other comprehensive income, net of income tax	—		—		—			—			(708		)	—			(708		)
Cash dividends declared ($0.40 per share)	—		—		—			(7,902		)	—			—			(7,902		)
Stock issued under dividend reinvestment and employee stock purchase plans	63,502		—		30			(1		)	—			1,221			1,250
Issuance of common stock, acquisition	3,787,866		18,939		57,727			—			—			—			76,666
Exercise of stock options	14,666		—		(27		)	—			—			268			241
Repurchase of cancelled restricted stock awards	(17,684	)	—		277			—			—			(277		)	—
Stock-based compensation	—		—		813			—			—			—			813
Purchases of treasury stock	(575,771	)	—		—			—			—			(11,310		)	(11,310		)
Restricted stock awards granted	65,755		—		(1,195		)	—			—			1,195			—
Balance at June 30, 2015	19,559,941		$	110,271	$	120,605		$	186,530		$	(15,170	)	$	(46,050	)	$	356,186

Note: See accompanying notes to the unaudited consolidated financial statements.

Table of Contents

UNIVEST CORPORATION OF PENNSYLVANIA

CONSOLIDATED STATEMENTS OF CASH FLOWS

(Unaudited)



	Six Months Ended June 30,
(Dollars in thousands)	2016			2015
Cash flows from operating activities:
Net income	$	12,529		$	12,582
Adjustments to reconcile net income to net cash provided by operating activities:
Provision for loan and lease losses	1,156			2,215
Depreciation of premises and equipment	1,903			1,937
Net gain on sales of investment securities	(457		)	(272		)
Net gain on mortgage banking activities	(2,929		)	(2,625		)
Bank owned life insurance income	(1,005		)	(564		)
Net accretion of acquisition accounting fair value adjustments	(303		)	(1,316		)
Stock-based compensation	944			813
Intangible expenses	1,766			1,679
Other adjustments to reconcile net income to cash provided by operating activities	800			321
Deferred tax expense	1,619			3,537
Originations of loans held for sale	(104,668		)	(104,072		)
Proceeds from the sale of loans held for sale	106,685			104,782
Contributions to pension and other postretirement benefit plans	(121		)	(2,145		)
Increase in accrued interest receivable and other assets	(11,532		)	(3,075		)
Increase in accrued interest payable and other liabilities	1,784			770
Net cash provided by operating activities	8,171			14,567
Cash flows from investing activities:
Net cash paid due to acquisitions	—			(2,967		)
Funds advanced for merger settlement	(98,885		)	—
Net capital expenditures	(4,195		)	(2,254		)
Proceeds from maturities and calls of securities held-to-maturity	8,000			11,000
Proceeds from maturities and calls of securities available-for-sale	54,156			41,169
Proceeds from sales of securities available-for-sale	73,991			37,546
Purchases of investment securities available-for-sale	(48,647		)	(85,107		)
Net increase in loans and leases	(169,417		)	(106,375		)
Net decrease (increase) in interest-earning deposits	20,157			8,626
Net (increase) decrease in federal funds sold	(48,500		)	17,442
Net cash used in investing activities	(213,340		)	(80,920		)
Cash flows from financing activities:
Net (decrease) increase in deposits	(17,162		)	16,062
Net increase in short-term borrowings	235,752			19,202
Proceeds from issuance of subordinated notes	—			49,267
Payment of contingent consideration on acquisitions	(1,160		)	(880		)
Purchases of treasury stock	(2,051		)	(11,310		)
Stock issued under dividend reinvestment and employee stock purchase plans and other employee benefit programs	1,231			1,250
Proceeds from exercise of stock options, including excess tax benefits	414			289
Cash dividends paid	(7,807		)	(7,220		)
Net cash provided by financing activities	209,217			66,660
Net increase in cash and due from banks	4,048			307
Cash and due from banks at beginning of year	32,356			31,995
Cash and due from banks at end of period	$	36,404		$	32,302
Supplemental disclosures of cash flow information:
Cash paid for interest	$	5,033		$	3,152
Cash paid for income taxes, net of refunds	4,348			49
Non cash transactions:
Transfer of loans to other real estate owned	$	1,952		$	—
Transfer of loans to loans held for sale	—			4,000
Assets acquired through acquisitions	—			425,311
Liabilities assumed through acquisitions	—			389,782
Contingent consideration recorded as goodwill	—			1,525

Note: See accompanying notes to the unaudited consolidated financial statements.

Table of Contents

UNIVEST CORPORATION OF PENNSYLVANIA AND SUBSIDIARIES

Notes to the Unaudited Consolidated Financial Statements

Note 1. Summary of Significant Accounting Policies

Principles of Consolidation and Basis of Presentation

The accompanying unaudited consolidated financial statements include the accounts of Univest Corporation of Pennsylvania (the Corporation or Univest) and its wholly owned subsidiaries; the Corporation’s primary subsidiary is Univest Bank and Trust Co. (the Bank). All significant intercompany balances and transactions have been eliminated in consolidation. The unaudited interim consolidated financial statements included herein have been prepared pursuant to the rules and regulations of the Securities and Exchange Commission (the SEC). Certain information and footnote disclosures normally included in financial statements prepared in accordance with U.S. generally accepted accounting principles (U.S. GAAP) have been condensed or omitted pursuant to such rules and regulations for interim financial information. The accompanying unaudited consolidated financial statements reflect all adjustments which are of a normal recurring nature and are, in the opinion of management, necessary for a fair presentation of the financial statements for the interim periods presented. Certain prior period amounts have been reclassified to conform to the current-year presentation. Operating results for the six-month period ended June 30, 2016 are not necessarily indicative of the results that may be expected for the year ended December 31, 2016. It is suggested that these unaudited consolidated financial statements be read in conjunction with the audited financial statements and the notes thereto included in the registrant’s Annual Report on Form 10-K for the year ended December 31, 2015, which was filed with the SEC on March 4, 2016.

Use of Estimates

The preparation of the unaudited consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the amounts reported in the financial statements and accompanying notes. Actual results could differ from those estimates. Material estimates that are particularly susceptible to significant changes include fair value measurement of investment securities available-for-sale and assessment for impairment of certain investment securities, reserve for loan and lease losses, valuation of goodwill and other intangible assets, mortgage servicing rights, deferred tax assets and liabilities, benefit plans and stock-based compensation expense.

Recent Accounting Pronouncements

In June 2016, the Financial Accounting Standards Board (FASB) issued an Accounting Standards Update (ASU) to require businesses and other organizations to measure the current expected credit losses (CECL) on financial assets, such as loans, net investments in leases, certain debt securities, bond insurance and other receivables. The amendments affect entities holding financial assets and net investments in leases that are not accounted for at fair value through net income. Current GAAP requires an incurred loss methodology for recognizing credit losses that delays recognition until it is probable a loss has been incurred. The amendments in this ASU replace the incurred loss impairment methodology with a methodology that reflects expected credit losses and requires consideration of a broader range of reasonableness and supportable information to inform credit loss estimates. An entity should apply the amendments through a cumulative-effect adjustment to retained earnings as of the beginning of the first reporting period in which the guidance is effective (modified-retrospective approach). Acquired credit impaired loans for which the guidance in Accounting Standards Codification (ASC) Topic 310-30 has been previously applied should prospectively apply the guidance in this ASU. A prospective transition approach is required for debt securities for which an other-than-temporary impairment has been recognized before the effective date. The ASU is effective for fiscal years beginning after December 15, 2019, and interim periods within those years for public business entities that are SEC filers, or January 1, 2020 for the Corporation. The Corporation is in the process of evaluating the impact of the adoption of this guidance on the Corporation's financial statements; however, it is anticipated that the allowance will increase upon adoption of CECL and that the increased allowance level will decrease regulatory capital and ratios.

In March 2016, the FASB issued an ASU to simplify and improve employee share-based payment accounting. Under the new guidance, all excess tax benefits and tax deficiencies are recognized as an income tax benefit or expense in the income statement. The additional paid-in capital pool is eliminated. Excess tax benefits and deficiencies are recognized in the period they are deducted on the income tax return. Excess tax benefits are recorded along with other income tax cash flows as an operating activity in the statement of cash flows. The recognition of excess tax benefits and deficiencies and changes to diluted earnings per share are to be applied prospectively when this ASU is adopted. For tax benefits that were not previously recognized because the related tax deduction had not reduced taxes payable, entities record a cumulative-effect adjustment in retained earnings as of the beginning of the year of adoption. The Corporation does not record deferred tax benefits on incentive stock options when expense is accrued, therefore, the Corporation will not have a cumulative-effect adjustment when this ASU is adopted. Changes to the treatment of forfeitures will not impact the Corporation as the historical assumption for forfeitures was immaterial and not taken into account

Table of Contents

during valuations; the Corporation has recorded forfeitures as they occurred which is consistent with the new guidance. The ASU is effective for fiscal years beginning after December 15, 2016, and interim periods within those years for public business entities, or January 1, 2017 for the Corporation. Early adoption is permitted in any interim or annual period provided that the entire ASU is adopted. The Corporation does not anticipate that the adoption of this ASU will have a material impact on the financial statements.

In March 2016, the FASB issued an ASU to amend the guidance for hedge accounting to clarify that a change in the counterparty to a derivative instrument that has been designated as a hedging instrument does not require de-designation of that hedging relationship provided that all other hedge accounting criteria continue to be met. The amendments in this ASU are effective for financial statements of public businesses issued for fiscal years and interim periods within those years beginning after December 15, 2016, or January 1, 2017 for the Corporation. The Corporation does not anticipate the adoption of this ASU will have any impact on the financial statements.

In February 2016, the FASB issued an ASU to revise 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. Disclosures will be required by lessees and lessors to meet the objective of enabling users of financial statements to assess the amount, timing, and uncertainty of cash flows arising from leases. Lessees and lessors are required to recognize and measure leases at the beginning of the earliest period presented using a modified retrospective approach. The modified retrospective approach includes a number of optional practical expedients that entities may elect to apply. These practical expedients relate to the identification and classification of leases that commenced before the effective date, initial direct costs for leases that commenced before the effective date, and the ability to use hindsight in evaluating lessee options to extend or terminate a lease or to purchase the underlying asset. An entity that elects to apply the practical expedients will, in effect, continue to account for leases that commence before the effective date in accordance with previous GAAP unless the lease is modified, except that lessees are required to recognize a right-of-use asset and a lease liability for all operating leases at each reporting date based on the present value of the remaining minimum rental payments that were tracked and disclosed under previous GAAP. The ASU is effective for the first interim period within annual periods beginning after December 15, 2018, or January 1, 2019, with early adoption permitted. The Corporation is in the process of evaluating the impact of the adoption of this guidance on the Corporation's financial statements; however, the adoption of this ASU will impact the balance sheet for the recording of assets and liabilities for operating leases; any initial or continued impact of the recording of assets will have an impact on risk-based capital ratios under current regulatory guidance and possibly equity ratios.

In January 2016, the FASB issued an ASU to address certain aspects of recognition, measurement, presentation and disclosure of financial instruments. The ASU will require equity investments to 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. The ASU will simplify the impairment assessment of equity investments without readily determinable fair values by requiring a qualitative assessment to identify impairment. When a qualitative assessment indicates that impairment exists, an entity is required to measure the investment at fair value. A valuation allowance on a deferred tax asset related to available-for-sale securities will need to be included. For financial liabilities that are measured at fair value, the ASU requires an entity to present separately, in other comprehensive income, any change in fair value resulting from a change in instrument-specific credit risk. An entity should apply the amendments by means of a cumulative-effect adjustment to the balance sheet as of the beginning of the fiscal year of adoption. The amendments related to equity securities without readily determinable fair values (including disclosure requirements) should be applied prospectively to equity investments that exist as of the date of adoption. The amendments in this ASU are effective for fiscal years, including interim periods within those fiscal years, beginning after December 15, 2017 or January 1, 2018 for the Corporation. The Corporation is in the process of evaluating the impact of the adoption of this guidance on the Corporation's financial statements.

In September 2015, the FASB issued an ASU simplifying the accounting for measurement-period adjustments related to business combinations. The ASU eliminates the requirement to retrospectively adjust the financial statements for measurement-period adjustments that occur in periods after a business combination is consummated. Under this ASU, measurement-period adjustments are calculated as if they were known at the acquisition date, but are recognized in the reporting period in which they are determined. The ASU requires additional disclosures about the impact on current period income statement line items of adjustments that would have been recognized in prior periods if prior period information had been revised. The amendments in this ASU were effective for financial statements of public businesses issued for fiscal years and interim periods within those years beginning after December 15, 2015, or January 1, 2016 for the Corporation. The adoption of this guidance did not impact the Corporation's financial statements.

In April 2015, the FASB issued an ASU simplifying the presentation of debt issuance costs. The ASU requires that debt issuance costs related to a recognized debt liability shall be presented in the balance sheet as a direct deduction from the carrying amount of that debt liability, consistent with debt discounts. The costs will continue to be amortized to interest expense using the effective interest method. The ASU was effective for financial statements of public businesses issued for fiscal years beginning after December 15, 2015, or January 1, 2016 for the Corporation. The adoption of this ASU did not impact the Corporation's balance sheet presentation as the Corporation followed this presentation consistent with the guidance in FASB Concepts Statement No. 6.

Table of Contents

In May 2014, the FASB issued an ASU regarding revenue from contracts with customers which clarifies the principles for recognizing revenue and develops a common standard for U.S. GAAP and International Financial Reporting Standards. The ASU establishes a core principle that would require an entity to identify the contract(s) with a customer, identify the performance obligations in the contract, determine the transaction price, allocate the transaction price to the performance obligations in the contract and recognize revenue when (or as) the entity satisfies a performance obligation. The ASU provides for improved disclosure requirements that require entities to disclose sufficient information that enables users of financial statements to understand the nature, amount, timing and uncertainty of revenue and cash flows arising from contracts with customers. In March 2016, the FASB issued an ASU clarifying the implementation guidance on the principal-versus-agent considerations in the revenue recognition standard by instructing the participants in the sale to determine whether they control the good or service and are entitled to the gross amount of the transaction or are acting as an agent and should collect only a fee or commission for arranging the sale. In April 2016, the FASB issued an ASU clarifying the identification of performance obligations and licensing. In May 2016, the FASB issued an ASU providing some limited improvements and practical expedients. The original effective date of the guidance relating to revenue from contracts with customers was deferred in August 2015 by one year. This guidance is now effective for fiscal years and interim periods within those years beginning after December 15, 2017, or January 1, 2018 for the Corporation. The Corporation is in the process of evaluating the impact of the adoption of this guidance on the Corporation's financial statements; however, it is anticipated the impact will be only related to timing.

Note 2. Acquisition

Fox Chase Bancorp

On December 8, 2015, the Corporation and Fox Chase Bancorp, Inc. (Fox Chase), parent company of Fox Chase Bank, entered into an Agreement and Plan of Merger which provided for the merger of Fox Chase with and into the Corporation in a cash and stock transaction with an aggregate value of approximately $243.0 million based on the Corporation's June 30, 2016 closing share price. The transaction is expected to qualify as a tax-free reorganization for federal income tax purposes. On July 1, 2016, the Corporation completed its acquisition of Fox Chase. See Note 15, "Subsequent Event" for additional information.

In January 2016, the Corporation approved a discretionary overnight federal funds line to Fox Chase Bank at a rate of one-month LIBOR plus 0.05%. At June 30, 2016, the Corporation had outstanding federal funds sold to Fox Chase Bank of $48.5 million. During the six months ended June 30, 2016, average federal funds sold to Fox Chase Bank were $3.5 million.

During the first half of 2016, a purported Fox Chase shareholder filed a purported class action derivative complaint in the Court of Common Pleas of Montgomery County, Pennsylvania. The lawsuit named as defendants Fox Chase, each member of Fox Chase’s board of directors and Univest. The lawsuit alleged that the Fox Chase directors breached their fiduciary duties by agreeing to the merger, that the directors and executive officers had conflicts of interest related to the transaction, that the registration filed on February 26, 2016 failed to disclose material information related to the transaction, and that Univest aided and abetted the alleged breaches of fiduciary duty. During July 2016, the case was dismissed with prejudice.

Table of Contents

Note 3. Investment Securities

The following table shows the amortized cost and the estimated fair value of the held-to-maturity securities and available-for-sale securities at June 30, 2016 and December 31, 2015, by contractual maturity within each type:



	At June 30, 2016									At December 31, 2015
(Dollars in thousands)	Amortized Cost		Gross Unrealized Gains		Gross Unrealized Losses			Fair Value		Amortized Cost		Gross Unrealized Gains		Gross Unrealized Losses			Fair Value
Securities Held-to-Maturity
Corporate bonds:
Within 1 year	$	22,879	$	47	$	—		$	22,926	$	21,047	$	134	$	—		$	21,181
After 1 year to 5 years	10,006		22		(8		)	10,020		19,943		1		(64		)	19,880
	32,885		69		(8		)	32,946		40,990		135		(64		)	41,061
Total	$	32,885	$	69	$	(8	)	$	32,946	$	40,990	$	135	$	(64	)	$	41,061
Securities Available-for-Sale
U.S. treasuries:
After 1 year to 5 years	$	—	$	—	$	—		$	—	$	4,978	$	—	$	(91	)	$	4,887
	—		—		—			—		4,978		—		(91		)	4,887
U.S. government corporations and agencies:
Within 1 year	10,067		23		—			10,090		10,389		—		(29		)	10,360
After 1 year to 5 years	37,043		313		—			37,356		92,148		26		(378		)	91,796
	47,110		336		—			47,446		102,537		26		(407		)	102,156
State and political subdivisions:
After 1 year to 5 years	16,818		150		(8		)	16,960		17,362		80		(29		)	17,413
After 5 years to 10 years	50,727		1,718		(11		)	52,434		47,969		1,188		(32		)	49,125
Over 10 years	28,133		1,340		—			29,473		34,334		1,160		—			35,494
	95,678		3,208		(19		)	98,867		99,665		2,428		(61		)	102,032
Residential mortgage-backed securities:
After 1 year to 5 years	—		—		—			—		9,713		12		(13		)	9,712
After 5 years to 10 years	57		1		—			58		60		—		—			60
Over 10 years	3,478		99		—			3,577		3,517		65		—			3,582
	3,535		100		—			3,635		13,290		77		(13		)	13,354
Collateralized mortgage obligations:
Over 10 years	2,930		—		(2		)	2,928		3,215		—		(82		)	3,133
	2,930		—		(2		)	2,928		3,215		—		(82		)	3,133
Corporate bonds:
Within 1 year	250		—		—			250		250		—		—			250
After 1 year to 5 years	19,032		241		(4		)	19,269		19,446		25		(158		)	19,313
After 5 years to 10 years	15,204		76		(3		)	15,277		10,148		—		(266		)	9,882
Over 10 years	60,000		709		(2,060		)	58,649		60,000		—		(2,770		)	57,230
	94,486		1,026		(2,067		)	93,445		89,844		25		(3,194		)	86,675
Money market mutual funds:
No stated maturity	7,009		—		—			7,009		16,726		—		—			16,726
	7,009		—		—			7,009		16,726		—		—			16,726
Equity securities:
No stated maturity	413		352		—			765		426		381		—			807
	413		352		—			765		426		381		—			807
Total	$	251,161	$	5,022	$	(2,088	)	$	254,095	$	330,681	$	2,937	$	(3,848	)	$	329,770

Expected maturities may differ from contractual maturities because debt issuers may have the right to call or prepay obligations without call or prepayment penalties. Unrealized losses in investment securities at June 30, 2016 and December 31, 2015 do not represent other-than-temporary impairments in management's judgment..

Securities with a carrying value of $128.4 million and $210.1 million at June 30, 2016 and December 31, 2015, respectively, were pledged to secure public deposits and for other purposes as required by law.

Table of Contents

The following table presents information related to sales of securities available-for-sale during the six months ended June 30, 2016 and 2015:



	Six Months Ended June 30,
(Dollars in thousands)	2016		2015
Securities available-for-sale:
Proceeds from sales	$	73,991	$	37,546
Gross realized gains on sales	539		294
Gross realized losses on sales	82		22
Tax expense related to net realized gains on sales	160		95

Management evaluates debt securities, which are comprised of U.S. government, government sponsored agencies, municipalities, corporate bonds and other issuers, for other-than-temporary impairment by considering the current economic conditions, the length of time and the extent to which the fair value has been less than cost, market interest rates and the bond rating of each security. All of the debt securities are rated as investment grade and management believes that it will not incur any losses. The unrealized losses on the Corporation’s investments in debt securities are temporary in nature since they are primarily related to market interest rates and are not related to the underlying credit quality of the issuers. The Corporation does not have the intent to sell the debt securities and believes it is more likely than not, that it will not have to sell the securities before recovery of their cost basis. The Corporation did not recognize any other-than-temporary impairment charges on debt securities for the six months ended June 30, 2016 and 2015.

The Corporation evaluates its equity securities for other-than-temporary impairment and recognizes other-than-temporary impairment charges when it has determined that it is probable that the fair value of certain equity securities will not recover to the Corporation’s cost basis in the individual securities within a reasonable period of time due to a decline in the financial stability of the underlying companies. Management evaluates the near-term prospects of the issuers in relation to the severity and duration of the impairment. The Corporation has the intent and ability to hold these securities until recovery of the Corporation’s cost basis occurs. The Corporation did not recognize any other-than-temporary impairment charges on its equity portfolio during the six months ended June 30, 2016 and 2015.

At June 30, 2016 and December 31, 2015, there were no investments in any single non-federal issuer representing more than 10% of shareholders’ equity.

Table of Contents

The following table shows the fair value of securities that were in an unrealized loss position at June 30, 2016 and December 31, 2015 by the length of time those securities were in a continuous loss position:



	Less than Twelve Months					Twelve Months or Longer					Total
(Dollars in thousands)	Fair Value		Unrealized Losses			Fair Value		Unrealized Losses			Fair Value		Unrealized Losses
At June 30, 2016
Securities Held-to-Maturity
Corporate bonds	$	—	$	—		$	4,997	$	(8	)	$	4,997	$	(8	)
Total	$	—	$	—		$	4,997	$	(8	)	$	4,997	$	(8	)
Securities Available-for-Sale
State and political subdivisions	$	1,287	$	(2	)	$	2,622	$	(17	)	$	3,909	$	(19	)
Collateralized mortgage obligations	—		—			2,928		(2		)	2,928		(2		)
Corporate bonds	—		—			43,680		(2,067		)	43,680		(2,067		)
Total	$	1,287	$	(2	)	$	49,230	$	(2,086	)	$	50,517	$	(2,088	)
At December 31, 2015
Securities Held-to-Maturity
Corporate bonds	$	12,078	$	(9	)	$	4,953	$	(55	)	$	17,031	$	(64	)
Total	$	12,078	$	(9	)	$	4,953	$	(55	)	$	17,031	$	(64	)
Securities Available-for-Sale
U.S. treasuries	$	—	$	—		$	4,887	$	(91	)	$	4,887	$	(91	)
U.S. government corporations and agencies	72,157		(379		)	4,972		(28		)	77,129		(407		)
State and political subdivisions	10,251		(49		)	1,335		(12		)	11,586		(61		)
Residential mortgage-backed securities	4,751		(13		)	—		—			4,751		(13		)
Collateralized mortgage obligations	—		—			3,133		(82		)	3,133		(82		)
Corporate bonds	72,234		(2,941		)	10,669		(253		)	82,903		(3,194		)
Total	$	159,393	$	(3,382	)	$	24,996	$	(466	)	$	184,389	$	(3,848	)

Note 4. Loans and Leases

Summary of Major Loan and Lease Categories



	At June 30, 2016
(Dollars in thousands)	Originated			Acquired		Total
Commercial, financial and agricultural	$	559,364		$	20,096	$	579,460
Real estate-commercial	813,925			113,033		926,958
Real estate-construction	97,967			2,112		100,079
Real estate-residential secured for business purpose	122,373			107,849		230,222
Real estate-residential secured for personal purpose	200,746			3,085		203,831
Real estate-home equity secured for personal purpose	134,170			10,335		144,505
Loans to individuals	30,880			306		31,186
Lease financings	128,796			—		128,796
Total loans and leases held for investment, net of deferred income	$	2,088,221		$	256,816	$	2,345,037
Unearned lease income, included in the above table	$	(14,539	)	$	—	$	(14,539	)
Net deferred costs, included in the above table	4,987			—		4,987
Overdraft deposits included in the above table	72			—		72

Table of Contents



	At December 31, 2015
(Dollars in thousands)	Originated			Acquired		Total
Commercial, financial and agricultural	$	479,980		$	24,535	$	504,515
Real estate-commercial	759,342			126,550		885,892
Real estate-construction	91,904			4,637		96,541
Real estate-residential secured for business purpose	94,280			124,503		218,783
Real estate-residential secured for personal purpose	177,850			3,305		181,155
Real estate-home equity secured for personal purpose	125,361			11,594		136,955
Loans to individuals	29,406			326		29,732
Lease financings	125,440			—		125,440
Total loans and leases held for investment, net of deferred income	$	1,883,563		$	295,450	$	2,179,013
Unearned lease income, included in the above table	$	(13,829	)	$	—	$	(13,829	)
Net deferred costs, included in the above table	4,244			—		4,244
Overdraft deposits included in the above table	35			—		35

Overdraft deposits are re-classified as loans and are included in the total loans and leases on the balance sheet.

The carrying amount of acquired loans at June 30, 2016 totaled $256.8 million, including $942 thousand of loans acquired with deteriorated credit quality, or acquired credit impaired loans from the Valley Green Bank acquisition. Acquired credit impaired loans are accounted for in accordance with Accounting Standards Codification (ASC) Topic 310-30.

The outstanding principal balance and carrying amount for acquired credit impaired loans at June 30, 2016 and December 31, 2015 were as follows:



(Dollars in thousands)	At June 30, 2016		At December 31, 2015
Outstanding principal balance	$	1,814	$	3,551
Carrying amount	942		1,253
Allowance for loan losses	—		8

The following table presents the changes in accretable yield on acquired credit impaired loans:



(Dollars in thousands)	Six Months Ended June 30, 2016
Beginning of period	$	144
Reclassification from nonaccretable difference	133
Accretable yield amortized to interest income	(184		)
Disposals	(34		)
End of period	$	59

Table of Contents

Age Analysis of Past Due Loans and Leases

The following presents, by class of loans and leases, an aging of past due loans and leases, loans and leases which are current and the recorded investment in loans and leases 90 days or more past due which are accruing interest at June 30, 2016 and December 31, 2015:



(Dollars in thousands)	30-59 Days Past Due		60-89 Days Past Due		90 Days or more Past Due		Total Past Due		Current		Acquired Credit Impaired		Total Loans and Leases Held for Investment		Recorded Investment 90 Days or more Past Due and Accruing Interest
At June 30, 2016
Commercial, financial and agricultural	$	813	$	19	$	1,758	$	2,590	$	576,870	$	—	$	579,460	$	—
Real estate—commercial real estate and construction:
Commercial real estate	606		—		626		1,232		925,546		180		926,958		—
Construction	—		—		—		—		100,079		—		100,079		—
Real estate—residential and home equity:
Residential secured for business purpose	2,414		1,025		582		4,021		225,439		762		230,222		—
Residential secured for personal purpose	262		—		308		570		203,261		—		203,831		—
Home equity secured for personal purpose	1,094		40		687		1,821		142,684		—		144,505		77
Loans to individuals	168		54		155		377		30,809		—		31,186		155
Lease financings	1,835		556		1,077		3,468		125,328		—		128,796		516
Total	$	7,192	$	1,694	$	5,193	$	14,079	$	2,330,016	$	942	$	2,345,037	$	748
At December 31, 2015
Commercial, financial and agricultural	$	864	$	298	$	4,279	$	5,441	$	498,757	$	317	$	504,515	$	—
Real estate—commercial real estate and construction:
Commercial real estate	12,103		—		1,102		13,205		872,174		513		885,892		—
Construction	—		—		—		—		96,541		—		96,541		—
Real estate—residential and home equity:
Residential secured for business purpose	1,406		2,356		727		4,489		213,871		423		218,783		—
Residential secured for personal purpose	990		69		309		1,368		179,787		—		181,155		—
Home equity secured for personal purpose	777		52		174		1,003		135,952		—		136,955		—
Loans to individuals	198		97		173		468		29,264		—		29,732		173
Lease financings	1,294		652		646		2,592		122,848		—		125,440		206
Total	$	17,632	$	3,524	$	7,410	$	28,566	$	2,149,194	$	1,253	$	2,179,013	$	379

Table of Contents

Non-Performing Loans and Leases

The following presents, by class of loans and leases, non-performing loans and leases at June 30, 2016 and December 31, 2015:



	At June 30, 2016								At December 31, 2015
(Dollars in thousands)	Nonaccrual Loans and Leases*		Accruing Troubled Debt Restructured Loans and Lease Modifications		Loans and Leases 90 Days or more Past Due and Accruing Interest		Total Non- Performing Loans and Leases		Nonaccrual Loans and Leases*		Accruing Troubled Debt Restructured Loans and Lease Modifications		Loans and Leases 90 Days or more Past Due and Accruing Interest		Total Non- Performing Loans and Leases
Commercial, financial and agricultural	$	5,463	$	1,425	$	—	$	6,888	$	6,915	$	1,602	$	—	$	8,517
Real estate—commercial real estate and construction:
Commercial real estate	3,960		2,173		—		6,133		4,314		2,449		—		6,763
Real estate—residential and home equity:
Residential secured for business purpose	2,251		815		—		3,066		1,863		763		—		2,626
Residential secured for personal purpose	409		—		—		409		376		421		—		797
Home equity secured for personal purpose	620		—		77		697		275		—		—		275
Loans to individuals	—		—		155		155		—		—		173		173
Lease financings	562		—		516		1,078		440		10		206		656
Total	$	13,265	$	4,413	$	748	$	18,426	$	14,183	$	5,245	$	379	$	19,807

* Includes nonaccrual troubled debt restructured loans and lease modifications of $1.4 million and $93 thousand at June 30, 2016 and December 31, 2015, respectively.

Credit Quality Indicators

The following tables present by class, the recorded investment in loans and leases held for investment by credit quality indicator at June 30, 2016 and December 31, 2015.

The Corporation employs a ten (10) grade risk rating system related to the credit quality of commercial loans and residential real estate loans secured for a business purpose of which the first six categories are pass categories (credits not adversely rated). The following is a description of the internal risk ratings and the likelihood of loss related to each risk rating. Loans with risk ratings of one through five are reviewed based on the relationship dollar amount with the borrower: loans with a relationship total of $2.5 million or greater are reviewed quarterly; loans with a relationship balance of less than $2.5 million but greater than $500 thousand are reviewed annually based on the borrower’s fiscal year; loans with a relationship balance of less than $500 thousand are reviewed only if the loan becomes 60 days or more past due. Loans with a risk rating of six are also reviewed based on the relationship dollar amount with the borrower: loans with a relationship balance of $2.0 million or greater are reviewed quarterly; loans with a relationship balance of less than $2.0 million but greater than $500 thousand are reviewed annually; loans with a relationship balance of less than $500 thousand are reviewed only if the loan becomes 60 days or more past due. Loans with a risk rating of seven are reviewed at least quarterly, and as often as monthly, at management’s discretion. Loans with risk ratings of eight through ten are reviewed monthly.


1.	Cash Secured—No credit risk


2.	Fully Secured—Negligible credit risk


3.	Strong—Minimal credit risk


4.	Satisfactory—Nominal credit risk


5.	Acceptable—Moderate credit risk


6.	Pre-Watch—Marginal, but stable credit risk


7.	Special Mention—Potential weakness


8.	Substandard—Well-defined weakness


9.	Doubtful—Collection in-full improbable


10.	Loss—Considered uncollectible

Table of Contents

Commercial Credit Exposure Credit Risk by Internally Assigned Grades

The following table presents classifications for originated loans:



(Dollars in thousands)	Commercial, Financial and Agricultural		Real Estate— Commercial		Real Estate— Construction		Real Estate— Residential Secured for Business Purpose		Total
At June 30, 2016
Grade:
1. Cash secured/ 2. Fully secured	$	421	$	—	$	6,335	$	—	$	6,756
3. Strong	17,282		2,781		—		—		20,063
4. Satisfactory	31,286		37,333		450		256		69,325
5. Acceptable	410,312		578,714		82,780		107,227		1,179,033
6. Pre-watch	67,282		129,351		8,188		10,435		215,256
7. Special Mention	6,297		19,031		—		161		25,489
8. Substandard	26,484		46,715		214		4,294		77,707
9. Doubtful	—		—		—		—		—
10.Loss	—		—		—		—		—
Total	$	559,364	$	813,925	$	97,967	$	122,373	$	1,593,629
At December 31, 2015
Grade:
1. Cash secured/ 2. Fully secured	$	968	$	—	$	5,417	$	—	$	6,385
3. Strong	17,328		10,877		—		—		28,205
4. Satisfactory	36,697		36,023		450		9		73,179
5. Acceptable	328,140		530,766		72,630		78,659		1,010,195
6. Pre-watch	61,098		119,117		13,262		7,161		200,638
7. Special Mention	6,074		20,286		—		2,347		28,707
8. Substandard	29,675		42,273		145		6,104		78,197
9. Doubtful	—		—		—		—		—
10.Loss	—		—		—		—		—
Total	$	479,980	$	759,342	$	91,904	$	94,280	$	1,425,506

Table of Contents

The following table presents classifications for acquired loans:



(Dollars in thousands)	Commercial, Financial and Agricultural		Real Estate— Commercial		Real Estate— Construction		Real Estate— Residential Secured for Business Purpose		Total
At June 30, 2016
Grade:
1. Cash secured/ 2. Fully secured	$	1,398	$	—	$	—	$	—	$	1,398
3. Strong	—		—		—		—		—
4. Satisfactory	1,146		2,162		—		—		3,308
5. Acceptable	14,604		88,291		2,112		94,424		199,431
6. Pre-watch	2,067		13,839		—		7,711		23,617
7. Special Mention	—		7,716		—		3,440		11,156
8. Substandard	881		1,025		—		2,274		4,180
9. Doubtful	—		—		—		—		—
10.Loss	—		—		—		—		—
Total	$	20,096	$	113,033	$	2,112	$	107,849	$	243,090
December 31, 2015
Grade:
1. Cash secured/ 2. Fully secured	$	1,411	$	—	$	—	$	—	$	1,411
3. Strong	—		—		—		—		—
4. Satisfactory	1,181		3,561		—		608		5,350
5. Acceptable	18,446		102,122		4,637		113,002		238,207
6. Pre-watch	2,273		10,365		—		8,153		20,791
7. Special Mention	417		8,853		—		367		9,637
8. Substandard	807		1,649		—		2,373		4,829
9. Doubtful	—		—		—		—		—
10.Loss	—		—		—		—		—
Total	$	24,535	$	126,550	$	4,637	$	124,503	$	280,225

Credit Exposure—Real Estate—Residential Secured for Personal Purpose, Real Estate—Home Equity Secured for Personal Purpose, Loans to individuals, Lease Financing Credit Risk Profile by Payment Activity

The Corporation monitors the credit risk profile by payment activity for the following classifications of loans and leases: residential real estate loans secured for a personal purpose, home equity loans secured for a personal purpose, loans to individuals and lease financings. Nonperforming loans and leases are loans past due 90 days or more, loans and leases on nonaccrual of interest and troubled debt restructured loans and lease modifications. Performing loans and leases are reviewed only if the loan becomes 60 days or more past due. Nonperforming loans and leases are reviewed monthly. Performing loans and leases have a nominal to moderate risk of loss. Nonperforming loans and leases are loans or leases with a well-defined weakness and where collection in-full is unlikely.

The following table presents classifications for originated loans:



(Dollars in thousands)	Real Estate— Residential Secured for Personal Purpose		Real Estate— Home Equity Secured for Personal Purpose		Loans to Individuals		Lease Financing		Total
At June 30, 2016
Performing	$	200,337	$	133,473	$	30,725	$	127,718	$	492,253
Nonperforming	409		697		155		1,078		2,339
Total	$	200,746	$	134,170	$	30,880	$	128,796	$	494,592
At December 31, 2015
Performing	$	177,053	$	125,086	$	29,233	$	124,784	$	456,156
Nonperforming	797		275		173		656		1,901
Total	$	177,850	$	125,361	$	29,406	$	125,440	$	458,057

Table of Contents

The following table presents classifications for acquired loans:



(Dollars in thousands)	Real Estate— Residential Secured for Personal Purpose		Real Estate— Home Equity Secured for Personal Purpose		Loans to Individuals		Lease Financing		Total
At June 30, 2016
Performing	$	3,085	$	10,335	$	306	$	—	$	13,726
Nonperforming	—		—		—		—		—
Total	$	3,085	$	10,335	$	306	$	—	$	13,726
At December 31, 2015
Performing	$	3,305	$	11,594	$	326	$	—	$	15,225
Nonperforming	—		—		—		—		—
Total	$	3,305	$	11,594	$	326	$	—	$	15,225

Risks associated with lending activities include, among other things, the impact of changes in interest rates and economic conditions, which may adversely impact the ability of borrowers to repay outstanding loans, and impact the value of the associated collateral.

Commercial, financial and agricultural loans, commercial real estate loans, construction loans and residential real estate loans with a business purpose are generally perceived as having more risk of default than residential real estate loans with a personal purpose and consumer loans. These types of loans involve larger loan balances to a single borrower or groups of related borrowers. Commercial real estate loans may be affected to a greater extent than residential loans by adverse conditions in real estate markets or the economy because commercial real estate borrowers’ ability to repay their loans depends on successful development of their properties and factors affecting residential real estate borrowers.

Commercial, financial and agricultural business loans are typically based on the borrowers’ ability to repay the loans from the cash flow of their businesses. These loans may involve greater risk because the availability of funds to repay each loan depends substantially on the success of the business. In addition, the collateral securing the loans often depreciates over time, is difficult to appraise and liquidate and fluctuates in value based on the success of the business.

Risk of loss on a construction loan depends largely upon whether our initial estimate of the property’s value at completion of construction equals or exceeds the cost of the property construction (including interest). During the construction phase, a number of factors can result in delays and cost overruns. If estimates of value are inaccurate or if actual construction costs exceed estimates, the value of the property securing the loan may be insufficient to ensure full repayment when completed through a permanent loan or by seizure of collateral. Included in real estate-construction is track development financing. Risk factors related to track development financing include the demand for residential housing and the real estate valuation market. When projects move slower than anticipated, the properties may have significantly lower values than when the original underwriting was completed, resulting in lower collateral values to support the loan. Extended time frames also cause the interest carrying cost for a project to be higher than the builder projected, negatively impacting the builder’s profit and cash flow and, therefore, their ability to make principal and interest payments.

Commercial real estate loans and residential real estate loans with a business purpose secured by owner-occupied properties are dependent upon the successful operation of the borrower’s business. If the operating company suffers difficulties in terms of sales volume and/or profitability, the borrower’s ability to repay the loan may be impaired. Loans secured by properties where repayment is dependent upon payment of rent by third party tenants or the sale of the property may be impacted by loss of tenants, lower lease rates needed to attract new tenants or the inability to sell a completed project in a timely fashion and at a profit.

Commercial, financial and agricultural loans, commercial real estate loans, construction loans and residential real estate loans secured for a business purpose are more susceptible to a risk of loss during a downturn in the business cycle. While the Corporation has strict underwriting, review, and monitoring procedures in place, these procedures cannot eliminate all of the risks related to these loans.

The Corporation focuses on both assessing the borrower’s capacity and willingness to repay and on obtaining sufficient collateral. Commercial, financial and agricultural loans are generally secured by the borrower’s assets and by personal guarantees. Commercial real estate and residential real estate loans secured for a business purpose are originated primarily within the Southeastern Pennsylvania market area at conservative loan-to-value ratios and often with a guarantee of the borrowers.

Table of Contents

Management closely monitors the composition and quality of the total commercial loan portfolio to ensure that any credit concentrations by borrower or industry are closely monitored.

The Corporation originates fixed-rate and adjustable-rate real estate-residential mortgage loans that are secured by the underlying 1-to-4 family residential properties for personal purposes. Credit risk exposure in this area of lending is minimized by the evaluation of the credit worthiness of the borrower, including debt-to-equity ratios, credit scores and adherence to underwriting policies that emphasize conservative loan-to-value ratios of generally no more than 80%. Residential mortgage loans granted in excess of the 80% loan-to-value ratio criterion are generally insured by private mortgage insurance.

In the real estate-home equity loan portfolio secured for a personal purpose, credit exposure is minimized by the evaluation of the creditworthiness of the borrower, including debt-to-equity ratios, credit scores and adherence to the Corporation’s underwriting policies. Combined loan-to-value ratios are generally limited to 80%, but increased to 85% for the Corporation’s strongest profile borrower. Other credit considerations and compensating factors may support higher combined loan-to-value ratios.

Credit risk for consumer loans is controlled by strict adherence to underwriting standards that consider debt-to-income levels and the creditworthiness of the borrower and, if secured, collateral values. These loans are included within the portfolio of loans to individuals.

The primary risks that are involved with lease financing receivables are credit underwriting and borrower industry concentrations. The Corporation has strict underwriting, review, and monitoring procedures in place to mitigate this risk. Risk also lies in the residual value of the underlying equipment. Residual values are subject to judgments as to the value of the underlying equipment that can be affected by changes in economic and market conditions and the financial viability of the residual guarantors and insurers. To the extent not guaranteed or assumed by a third party, or otherwise insured against, the Corporation bears the risk of ownership of the leased assets. This includes the risk that the actual value of the leased assets at the end of the lease term will be less than the residual value. The Corporation greatly reduces this risk primarily by using $1.00 buyout leases, in which the entire cost of the leased equipment is included in the contractual payments, leaving no residual payment at the end of the lease term.

Table of Contents

Reserve for Loan and Lease Losses and Recorded Investment in Loans and Leases

The following presents, by portfolio segment, a summary of the activity in the reserve for loan and lease losses, the balance in the reserve for loan and lease losses disaggregated on the basis of impairment method and the recorded investment in loans and leases disaggregated on the basis of impairment method for the three and six months ended June 30, 2016 and 2015:



(Dollars in thousands)	Commercial, Financial and Agricultural			Real Estate— Commercial and Construction			Real Estate— Residential Secured for Business Purpose			Real Estate— Residential and Home Equity Secured for Personal Purpose			Loans to Individuals			Lease Financings			Unallocated			Total
Three Months Ended June 30, 2016
Reserve for loan and lease losses:
Beginning balance	$	5,630		$	6,471		$	747		$	1,312		$	356		$	922		$	1,014		$	16,452
Charge-offs	(346		)	(179		)	(27		)	(10		)	(108		)	(160		)	N/A			(830		)
Recoveries	515			9			34			34			30			79			N/A			701
(Recovery of provision) provision	(11		)	1,070			(698		)	(34		)	133			280			(87		)	653
Provision (recovery of provision) for acquired credit impaired loans	—			178			—			(1		)	—			—			—			177
Ending balance	$	5,788		$	7,549		$	56		$	1,301		$	411		$	1,121		$	927		$	17,153
Three Months Ended June 30, 2015
Reserve for loan and lease losses:
Beginning balance	$	6,712		$	9,648		$	668		$	1,128		$	365		$	1,013		$	1,400		$	20,934
Charge-offs*	(1,038		)	(1,348		)	(24		)	(107		)	(64		)	(189		)	N/A			(2,770		)
Recoveries	115			91			7			—			41			43			N/A			297
Provision (recovery of provision)	1,058			(590		)	(35		)	167			47			258			236			1,141
Ending balance	$	6,847		$	7,801		$	616		$	1,188		$	389		$	1,125		$	1,636		$	19,602
Six Months Ended June 30, 2016
Reserve for loan and lease losses:
Beginning balance	$	6,418		$	6,572		$	763		$	1,575		$	346		$	1,042		$	912		$	17,628
Charge-offs	(1,827		)	(205		)	(265		)	(56		)	(184		)	(365		)	N/A			(2,902		)
Recoveries	965			16			53			51			63			123			N/A			1,271
Provision (recovery of provision)	232			988			(495		)	(267		)	186			321			15			980
Provision (recovery of provision) for acquired credit impaired loans	—			178			—			(2		)	—			—			—			176
Ending balance	$	5,788		$	7,549		$	56		$	1,301		$	411		$	1,121		$	927		$	17,153
Six Months Ended June 30, 2015
Reserve for loan and lease losses:
Beginning balance	$	6,920		$	8,943		$	763		$	1,124		$	360		$	985		$	1,567		$	20,662
Charge-offs*	(1,338		)	(1,696		)	(24		)	(138		)	(248		)	(419		)	N/A			(3,863		)
Recoveries	225			156			13			1			89			104			N/A			588
Provision (recovery of provision)	1,040			398			(136		)	201			188			455			69			2,215
Ending balance	$	6,847		$	7,801		$	616		$	1,188		$	389		$	1,125		$	1,636		$	19,602

N/A – Not applicable

*Includes charge-offs of $1.3 million on two real estate construction loans for one borrower which were subsequently transferred to loans held for sale in the second quarter of 2015.

Table of Contents



(Dollars in thousands)	Commercial, Financial and Agricultural		Real Estate— Commercial and Construction		Real Estate— Residential Secured for Business Purpose		Real Estate— Residential and Home Equity Secured for Personal Purpose		Loans to Individuals		Lease Financings		Unallocated		Total
At June 30, 2016
Reserve for loan and lease losses:
Ending balance: individually evaluated for impairment	$	390	$	4	$	16	$	—	$	—	$	—	N/A		$	410
Ending balance: collectively evaluated for impairment	5,398		7,545		40		1,301		411		1,121		927		16,743
Total ending balance	$	5,788	$	7,549	$	56	$	1,301	$	411	$	1,121	$	927	$	17,153
Loans and leases held for investment:
Ending balance: individually evaluated for impairment	$	12,472	$	26,761	$	3,772	$	1,029	$	—	$	—			$	44,034
Ending balance: collectively evaluated for impairment	546,892		885,131		118,601		333,887		30,880		128,796				2,044,187
Acquired non-credit impaired loans	20,096		114,965		107,087		13,420		306		—				255,874
Acquired credit impaired loans	—		180		762		—		—		—				942
Total ending balance	$	579,460	$	1,027,037	$	230,222	$	348,336	$	31,186	$	128,796			$	2,345,037
At June 30, 2015
Reserve for loan and lease losses:
Ending balance: individually evaluated for impairment	$	444	$	—	$	—	$	—	$	—	$	—	N/A		$	444
Ending balance: collectively evaluated for impairment	6,403		7,801		616		1,188		389		1,125		1,636		19,158
Total ending balance	$	6,847	$	7,801	$	616	$	1,188	$	389	$	1,125	$	1,636	$	19,602
Loans and leases held for investment:
Ending balance: individually evaluated for impairment	$	15,409	$	18,956	$	3,633	$	949	$	—	$	—			$	38,947
Ending balance: collectively evaluated for impairment	469,367		758,024		48,290		288,263		28,070		120,597				1,712,611
Acquired non-credit impaired loans	26,880		175,583		135,480		16,135		345		—				354,423
Acquired credit impaired loans	304		1,021		491		60		—		—				1,876
Total ending balance	$	511,960	$	953,584	$	187,894	$	305,407	$	28,415	$	120,597			$	2,107,857

N/A – Not applicable

Subsequent to the acquisition date, the methods utilized to estimate the required allowance for loan losses for acquired non-impaired loans is similar to originated loans, however, the Corporation records a provision for loan loss only when the required allowance exceeds the remaining unamortized credit mark. The present value of any decreases in expected cash flows after the acquisition date of purchased impaired loans will generally result in an impairment charge recorded as a provision for loan loss, resulting in an increase to the allowance.

Table of Contents

Impaired Loans

The following presents, by class of loans, the recorded investment and unpaid principal balance of impaired loans , the amounts of the impaired loans for which there is not an allowance for credit losses and the amounts for which there is an allowance for credit losses at June 30, 2016 and December 31, 2015. The impaired loans exclude loans acquired with deteriorated credit quality.



	At June 30, 2016						At December 31, 2015
(Dollars in thousands)	Recorded Investment		Unpaid Principal Balance		Related Allowance		Recorded Investment		Unpaid Principal Balance		Related Allowance
Impaired loans with no related allowance recorded:
Commercial, financial and agricultural	$	11,439	$	13,260			$	10,337	$	13,318
Real estate—commercial real estate	26,497		27,395				30,088		30,996
Real estate—residential secured for business purpose	3,612		3,903				4,597		4,717
Real estate—residential secured for personal purpose	409		434				545		554
Real estate—home equity secured for personal purpose	620		620				170		170
Total impaired loans with no allowance recorded	$	42,577	$	45,612			$	45,737	$	49,755
Impaired loans with an allowance recorded:
Commercial, financial and agricultural	$	1,033	$	1,033	$	390	$	2,544	$	2,544	$	208
Real estate—commercial real estate	264		264		4		—		—		—
Real estate—residential secured for business purpose	160		165		16		295		295		45
Real estate—residential secured for personal purpose	—		—		—		252		252		16
Real estate—home equity secured for personal purpose	—		—		—		105		105		53
Total impaired loans with an allowance recorded	$	1,457	$	1,462	$	410	$	3,196	$	3,196	$	322



	At June 30, 2016						At December 31, 2015
(Dollars in thousands)	Recorded Investment		Unpaid Principal Balance		Related Allowance		Recorded Investment		Unpaid Principal Balance		Related Allowance
Total impaired loans:
Commercial, financial and agricultural	$	12,472	$	14,293	$	390	$	12,881	$	15,862	$	208
Real estate—commercial real estate	26,761		27,659		4		30,088		30,996		—
Real estate—residential secured for business purpose	3,772		4,068		16		4,892		5,012		45
Real estate—residential secured for personal purpose	409		434		—		797		806		16
Real estate—home equity secured for personal purpose	620		620		—		275		275		53
Total impaired loans	$	44,034	$	47,074	$	410	$	48,933	$	52,951	$	322

Impaired loans include nonaccrual loans, accruing troubled debt restructured loans and other accruing impaired loans for which it is probable that not all principal and interest payments due will be collectible in accordance with the contractual terms. These loans are individually measured to determine the amount of potential impairment. The loans are reviewed for impairment based on the fair value of the collateral for collateral dependent loans and for certain loans based on discounted cash flows using the loans’ initial effective interest rates. Impaired loans include other accruing impaired loans of $26.9 million and $30.0 million at June 30, 2016 and December 31, 2015, respectively. Specific reserves on other accruing impaired loans were $171 thousand and $186 thousand at June 30, 2016 and December 31, 2015, respectively.

Table of Contents

The following presents by class of loans, the average recorded investment in impaired loans and an analysis of interest on impaired loans. A loan may remain on accrual status if it is in the process of collection and is either guaranteed or well secured. Therefore, interest income on accruing impaired loans is recognized using the accrual method.



	Three Months Ended June 30, 2016						Three Months Ended June 30, 2015
(Dollars in thousands)	Average Recorded Investment		Interest Income Recognized*		Additional Interest Income That Would Have Been Recognized Under Original Terms		Average Recorded Investment		Interest Income Recognized*		Additional Interest Income That Would Have Been Recognized Under Original Terms
Loans held for sale	$	—	$	—	$	—	$	83	$	—	$	1
Loans held for investment:
Commercial, financial and agricultural	13,387		74		78		15,669		116		99
Real estate—commercial real estate	27,691		281		58		26,093		306		82
Real estate—construction	—		—		—		5,621		—		76
Real estate—residential secured for business purpose	3,740		9		60		3,385		39		38
Real estate—residential secured for personal purpose	392		—		5		796		—		11
Real estate—home equity secured for personal purpose	431		—		9		175		—		3
Total	$	45,641	$	364	$	210	$	51,822	$	461	$	310


*	Includes interest income recognized on a cash basis for nonaccrual loans of $0 thousand and $18 thousand for the three months ended June 30, 2016 and 2015, respectively and interest income recognized on the accrual method for accruing impaired loans of $364 thousand and $443 thousand for the three months ended June 30, 2016 and 2015, respectively.



	Six Months Ended June 30, 2016						Six Months Ended June 30, 2015
(Dollars in thousands)	Average Recorded Investment		Interest Income Recognized*		Additional Interest Income That Would Have Been Recognized Under Original Terms		Average Recorded Investment		Interest Income Recognized*		Additional Interest Income That Would Have Been Recognized Under Original Terms
Loans held for sale	$	—	$	—	$	—	$	47	$	—	$	1
Loans held for investment:
Commercial, financial and agricultural	13,421		142		173		15,990		258		186
Real estate—commercial real estate	28,389		586		128		27,450		626		165
Real estate—construction	—		—		—		5,688		—		153
Real estate—residential secured for business purpose	4,120		36		107		3,291		68		54
Real estate—residential secured for personal purpose	496		2		9		674		—		24
Real estate—home equity secured for personal purpose	329		—		11		179		—		6
Total	$	46,755	$	766	$	428	$	53,319	$	952	$	589


*	Includes interest income recognized on a cash basis for nonaccrual loans of $7 thousand and $22 thousand for the six months ended June 30, 2016 and 2015, respectively and interest income recognized on the accrual method for accruing impaired loans of $759 thousand and $930 thousand for the six months ended June 30, 2016 and 2015, respectively.

Table of Contents

Troubled Debt Restructured Loans

The following presents, by class of loans, information regarding accruing and nonaccrual loans that were restructured:



	Three Months Ended June 30, 2016							Three Months Ended June 30, 2015
(Dollars in thousands)	Number of Loans	Pre- Restructuring Outstanding Recorded Investment		Post- Restructuring Outstanding Recorded Investment		Related Allowance		Number of Loans	Pre- Restructuring Outstanding Recorded Investment		Post- Restructuring Outstanding Recorded Investment		Related Allowance
Accruing Troubled Debt Restructured Loans:
Commercial, financial and agricultural	—	$	—	$	—	$	—	2	$	947	$	947	$	—
Real estate—commercial real estate	—	—		—		—		1	405		405		—
Real estate—residential secured for business purpose	1	415		415		—		—	—		—		—
Total	1	$	415	$	415	$	—	3	$	1,352	$	1,352	$	—
Nonaccrual Troubled Debt Restructured Loans:
Total	—	$	—	$	—	$	—	—	$	—	$	—	$	—



	Six Months Ended June 30, 2016							Six Months Ended June 30, 2015
(Dollars in thousands)	Number of Loans	Pre- Restructuring Outstanding Recorded Investment		Post- Restructuring Outstanding Recorded Investment		Related Allowance		Number of Loans	Pre- Restructuring Outstanding Recorded Investment		Post- Restructuring Outstanding Recorded Investment		Related Allowance
Accruing Troubled Debt Restructured Loans:
Commercial, financial and agricultural	1	$	1,545	$	1,545	$	—	3	$	1,090	$	1,090	$	71
Real estate—commercial real estate	—	—		—		—		1	405		405		—
Real estate—residential secured for business purpose	1	415		415		—		1	353		353		—
Total	2	$	1,960	$	1,960	$	—	5	$	1,848	$	1,848	$	71
Nonaccrual Troubled Debt Restructured Loans:
Commercial, financial and agricultural	—	$	—	$	—	$	—	1	$	122	$	122	$	42
Total	—	$	—	$	—	$	—	1	$	122	$	122	$	42

The Corporation grants concessions primarily related to extensions of interest-only payment periods and an occasional payment modification. These modifications typically are for a short-term basis up to one year. The goal when restructuring a credit is to establish a reasonable period of time to provide cash flow relief to customers experiencing cash flow difficulties. Accruing troubled debt restructured loans are primarily comprised of loans on which interest is being accrued under the restructured terms, and the loans are current or less than ninety days past due.

Table of Contents

The following presents, by class of loans, information regarding the types of concessions granted on accruing and nonaccrual loans that were restructured during the three and six months ended June 30, 2016 and 2015.



	Interest Only Term Extension			Temporary Payment Reduction			Maturity Date Extension			Amortization Period Extension			Total Concessions Granted
(Dollars in thousands)	No. of Loans	Amount		No. of Loans	Amount		No. of Loans	Amount		No. of Loans	Amount		No. of Loans	Amount
Three Months Ended June 30, 2016
Accruing Troubled Debt Restructured Loans:
Real estate—residential secured for business purpose	1	$	415	—	$	—	—	$	—	—	$	—	1	$	415
Total	1	$	415	—	$	—	—	$	—	—	$	—	1	$	415
Nonaccrual Troubled Debt Restructured Loans:
Total	—	$	—	—	$	—	—	$	—	—	$	—	—	$	—
Three Months Ended June 30, 2015
Accruing Troubled Debt Restructured Loans:
Commercial, financial and agricultural	—	$	—	—	$	—	1	$	500	1	$	447	2	$	947
Real estate—commercial real estate	—	—		—	—		—	—		1	405		1	405
Total	—	$	—	—	$	—	1	$	500	2	$	852	3	$	1,352
Nonaccrual Troubled Debt Restructured Loans:
Total	—	$	—	—	$	—	—	$	—	—	$	—	—	$	—
Six Months Ended June 30, 2016
Accruing Troubled Debt Restructured Loans:
Commercial, financial and agricultural	—	$	—	—	$	—	—	$	—	1	$	1,545	1	$	1,545
Real estate—residential secured for business purpose	1	415		—	—		—	—		—	—		1	415
Total	1	$	415	—	$	—	—	$	—	1	$	1,545	2	$	1,960
Nonaccrual Troubled Debt Restructured Loans:
Total	—	$	—	—	$	—	—	$	—	—	$	—	—	$	—
Six Months Ended June 30, 2015
Accruing Troubled Debt Restructured Loans:
Commercial, financial and agricultural	—	$	—	1	$	143	1	$	500	1	$	447	3	$	1,090
Real estate—commercial real estate	—	—		—	—		—	—		1	405		1	405
Real estate—residential secured for business purpose	—	—		1	353		—	—		—	—		1	353
Total	—	$	—	2	$	496	1	$	500	2	$	852	5	$	1,848
Nonaccrual Troubled Debt Restructured Loans:
Commercial, financial and agricultural	—	$	—	1	$	122	—	$	—	—	$	—	1	$	122
Total	—	$	—	1	$	122	—	$	—	—	$	—	1	$	122

The following presents, by class of loans, information regarding accruing and nonaccrual troubled debt restructured loans, for which there were payment defaults within twelve months of the restructuring date:



	Three Months Ended June 30,						Six Months Ended June 30,
	2016			2015			2016			2015
(Dollars in thousands)	Number of Loans	Recorded Investment		Number of Loans	Recorded Investment		Number of Loans	Recorded Investment		Number of Loans	Recorded Investment
Accruing Troubled Debt Restructured Loans:
Total	—	$	—	—	$	—	—	$	—	—	$	—
Nonaccrual Troubled Debt Restructured Loans:
Commercial, financial and agricultural	—	$	—	—	$	—	1	$	50	2	$	200
Total	—	$	—	—	$	—	1	$	50	2	$	200

As a result of payment default during the first quarter of 2016, a commercial accruing troubled debt restructured loan totaling $50 thousand was placed on nonaccrual of interest status.

Table of Contents

The following presents, by class of loans, information regarding consumer mortgages collateralized by residential real estate property that are in the process of foreclosure at June 30, 2016 and December 31, 2015:



(Dollars in thousands)	At June 30, 2016		At December 31, 2015
Real estate-residential secured for personal purpose	$	277	$	313
Real estate-home equity secured for personal purpose	60		60
Total	$	337	$	373

The Corporation held no foreclosed consumer residential real estate property at June 30, 2016 and December 31, 2015.

Note 5. Goodwill and Other Intangible Assets

The Corporation has core deposit and customer-related intangibles and mortgage servicing rights, which are not deemed to have an indefinite life and therefore will continue to be amortized over their useful life using the present value of projected cash flows. The Corporation also has goodwill which is deemed to be an indefinite intangible asset and is not amortized.

Changes in the carrying amount of the Corporation's goodwill by business segment for the six months ended June 30, 2016 were as follows:



(Dollars in thousands)	Banking		Wealth Management		Insurance		Consolidated
Balance at December 31, 2015	$	78,574	$	15,434	$	18,649	$	112,657
Addition to goodwill from acquisitions	—		—		—		—
Balance at June 30, 2016	$	78,574	$	15,434	$	18,649	$	112,657

The following table reflects the components of intangible assets at the dates indicated:



	At June 30, 2016						At December 31, 2015
(Dollars in thousands)	Gross Carrying Amount		Accumulated Amortization and Fair Value Adjustments		Net Carrying Amount		Gross Carrying Amount		Accumulated Amortization and Fair Value Adjustments		Net Carrying Amount
Amortized intangible assets:
Core deposit intangibles	$	1,520	$	401	$	1,119	$	1,520	$	276	$	1,244
Customer related intangibles	12,381		7,719		4,662		14,227		8,728		5,499
Mortgage servicing rights	13,010		7,114		5,896		12,233		6,356		5,877
Total amortized intangible assets	$	26,911	$	15,234	$	11,677	$	27,980	$	15,360	$	12,620

The estimated aggregate amortization expense for core deposit and customer related intangibles for the remainder of 2016 and the succeeding fiscal years is as follows:



Year	(Dollars in thousands)	Amount
Remainder of 2016		$	909
2017		1,544
2018		1,170
2019		847
2020		577
Thereafter		734

The Corporation has originated mortgage servicing rights which are included in other intangible assets on the consolidated balance sheets. Mortgage servicing rights are amortized in proportion to, and over the period of, estimated net servicing income on a basis similar to the interest method and an accelerated amortization method for loan payoffs. Mortgage servicing rights are subject to impairment testing on a quarterly basis. The aggregate fair value of these rights was $6.8 million and $8.0 million at June 30, 2016 and December 31, 2015, respectively. The fair value of mortgage servicing rights was determined using a discount rate of 10.0% at June 30, 2016, and December 31, 2015.

Table of Contents

Changes in the mortgage servicing rights balance are summarized as follows:



	Three Months Ended June 30,						Six Months Ended June 30,
(Dollars in thousands)	2016			2015			2016			2015
Beginning of period	$	5,839		$	5,523		$	5,877		$	5,509
Servicing rights capitalized	466			499			777			881
Amortization of servicing rights	(409		)	(326		)	(758		)	(694		)
Changes in valuation allowance	—			—			—			—
End of period	$	5,896		$	5,696		$	5,896		$	5,696
Mortgage loans serviced for others	$	889,639		$	832,318		$	889,639		$	832,318

There was no activity in the valuation allowance for the three and six months ended June 30, 2016 and June 30, 2015.

The estimated amortization expense of mortgage servicing rights for the remainder of 2016 and the succeeding fiscal years is as follows:



Year	(Dollars in thousands)	Amount
Remainder of 2016		$	559
2017		1,024
2018		846
2019		690
2020		560
Thereafter		2,217

Note 6. Income Taxes

At June 30, 2016 and December 31, 2015, the Corporation had no material unrecognized tax benefits, accrued interest or penalties. Penalties are recorded in noninterest expense in the year they are assessed and are treated as a non-deductible expense for tax purposes. Interest is recorded in noninterest expense in the year it is assessed and is treated as a deductible expense for tax purposes. At June 30, 2016, the Corporation’s tax years 2012 through 2015 remain subject to federal examination as well as examination by state taxing jurisdictions.

Note 7. Retirement Plans and Other Postretirement Benefits

Substantially all employees who were hired before December 8, 2009 are covered by a noncontributory retirement plan. Employees hired on or after December 8, 2009 are not eligible to participate in the noncontributory retirement plan. The Corporation also provides supplemental executive retirement benefits to certain former executives, a portion of which is in excess of limits imposed on qualified plans by federal tax law; these plans are non-qualified benefit plans. These non-qualified benefit plans are not offered to new participants; all current participants are now retired. Information on these plans are aggregated and reported under “Retirement Plans” within this footnote.

The Corporation also provides certain postretirement healthcare and life insurance benefits for retired employees. Information on these benefits is reported under “Other Postretirement Benefits” within this footnote.

The Corporation sponsors a Supplemental Non-Qualified Pension Plan which was established in 1981 prior to the existence of a 401(k) deferred salary savings plan, employee stock purchase plan and long-term incentive plans and therefore is not offered to new participants; all current participants are now retired.

Table of Contents

Components of net periodic benefit cost (income) were as follows:



	Three Months Ended June 30,
	2016			2015			2016		2015
(Dollars in thousands)	Retirement Plans						Other Post Retirement Benefits
Service cost	$	170		$	193		$	11	$	14
Interest cost	519			488			33		27
Expected return on plan assets	(753		)	(756		)	—		—
Amortization of net actuarial loss	322			326			7		14
Accretion of prior service cost	(70		)	(70		)	—		—
Net periodic benefit cost	$	188		$	181		$	51	$	55



	Six Months Ended June 30,
	2016			2015			2016		2015
(Dollars in thousands)	Retirement Plans						Other Post Retirement Benefits
Service cost	$	341		$	386		$	23	$	29
Interest cost	1,037			976			66		55
Expected return on plan assets	(1,507		)	(1,512		)	—		—
Amortization of net actuarial loss	645			654			13		27
Accretion of prior service cost	(141		)	(140		)	—		—
Net periodic benefit cost (income)	$	375		$	364		$	102	$	111

The Corporation expects to make a contribution of $2.0 million to its qualified retirement plan during the third quarter of 2016. The Corporation previously disclosed in its financial statements for the year ended December 31, 2015, that it expected to make contributions of $160 thousand to its non-qualified retirement plans and $117 thousand to its other postretirement benefit plans in 2016. During the six months ended June 30, 2016, the Corporation contributed $80 thousand to its non-qualified retirement plans and $41 thousand to its other postretirement plans. During the six months ended June 30, 2016, $1.2 million was paid to participants from the retirement plans and $41 thousand was paid to participants from the other postretirement plans.

Note 8. Borrowings

Short-term borrowings consist of overnight borrowings and term borrowings with an original maturity of less than one year. Short-term borrowings are obtained from the Federal Home Loan Bank (FHLB) and correspondent banks. At June 30, 2016, short-term borrowings consisted of borrowings with the FHLB of $156.0 million, customer repurchase agreements of $24.3 million and a short-term bridge loan with a correspondent bank of $80.0 million. The bridge loan was paid off on July 1, 2016 in conjunction with the closing of the merger. At December 31, 2015, short-term borrowings consisted of customer repurchase agreements of $24.2 million.

At June 30, 2016 and December 31, 2015, the Corporation had $49.5 million and $49.4 million, respectively, of long-term subordinated notes.

On April 25, 2016, Kroll Bond Rating Agency ("KBRA") affirmed its credit rating for the Corporation and the Bank with a stable outlook. Specifically, KBRA affirmed the Corporation's senior unsecured debt rating of BBB+, subordinated debt rating of BBB and short-term rating of K2. With regard to the Bank, KBRA affirmed the Bank's deposit rating of A-, short-term debt rating of K2 and short-term deposit rating of K2 while also assigning the Bank a senior unsecured debt rating of A-.

Table of Contents

Note 9. Earnings per Share

The Corporation uses the two-class method to calculate earnings per share as the unvested restricted stock issued under the Corporation's equity incentive plans are participating shares with nonforfeitable rights to dividends. Under the two-class method, earnings per common share are computed by dividing the sum of distributed earnings to common shareholders and undistributed earnings allocated to common shareholders by the weighted average number of common shares outstanding for the period. In applying the two-class method, undistributed earnings are allocated to both common shares and participating securities based on the number of weighted average shares outstanding during the period.

The following table sets forth the computation of basic and diluted earnings per share:



	Three Months Ended June 30,						Six Months Ended June 30,
(Dollars and shares in thousands, except per share data)	2016			2015			2016			2015
Numerator:
Net income	$	5,240		$	6,466		$	12,529		$	12,582
Net income allocated to unvested restricted stock	(40		)	(49		)	(98		)	(93		)
Net income allocated to common shares	$	5,200		$	6,417		$	12,431		$	12,489
Denominator:
Denominator for basic earnings per share—weighted-average shares outstanding	19,434			19,501			19,418			19,638
Effect of dilutive securities—employee stock options	35			29			33			26
Denominator for diluted earnings per share—adjusted weighted-average shares outstanding	19,469			19,530			19,451			19,664
Basic earnings per share	$	0.27		$	0.33		$	0.64		$	0.64
Diluted earnings per share	$	0.27		$	0.33		$	0.64		$	0.64
Average anti-dilutive options and awards excluded from computation of diluted earnings per share	619			567			603			555

Note 10. Accumulated Other Comprehensive (Loss) Income

The following table shows the components of accumulated other comprehensive (loss) income, net of taxes, for the periods presented:



(Dollars in thousands)	Net Unrealized Gains (Losses) on Available-for-Sale Investment Securities			Net Change Related to Derivatives Used for Cash Flow Hedges			Net Change Related to Defined Benefit Pension Plans			Accumulated Other Comprehensive (Loss) Income
Balance, December 31, 2015	$	(592	)	$	(285	)	$	(15,831	)	$	(16,708	)
Net Change	2,499			(497		)	336			2,338
Balance, June 30, 2016	$	1,907		$	(782	)	$	(15,495	)	$	(14,370	)
Balance, December 31, 2014	$	1,711		$	(157	)	$	(16,016	)	$	(14,462	)
Net Change	(1,085		)	26			351			(708		)
Balance, June 30, 2015	$	626		$	(131	)	$	(15,665	)	$	(15,170	)

Table of Contents

The following table illustrates the amounts reclassified out of each component of accumulated comprehensive loss for the three and six months ended June 30, 2016 and 2015:



Details about Accumulated Other Comprehensive (Loss) Income Components	Amount Reclassified from Accumulated Other Comprehensive (Loss) Income												Affected Line Item in the Statement of Income
	Three Months Ended June 30,						Six Months Ended June 30,
(Dollars in thousands)	2016			2015			2016			2015
Net unrealized holding gains on available-for-sale investment securities:
	$	413		$	181		$	457		$	272		Net gain on sales of investment securities
	413			181			457			272			Total before tax
	(145		)	(63		)	(160		)	(95		)	Tax expense
	$	268		$	118		$	297		$	177		Net of tax
Defined benefit pension plans:
Amortization of net loss included in net periodic pension costs*	$	(329	)	$	(340	)	$	(658	)	$	(681	)
Accretion of prior service cost included in net periodic pension costs*	70			70			141			140
	(259		)	(270		)	(517		)	(541		)	Total before tax
	91			94			181			190			Tax benefit
	$	(168	)	$	(176	)	$	(336	)	$	(351	)	Net of tax


*	These accumulated other comprehensive income (loss) components are included in the computation of net periodic pension cost. (See Note 7—Retirement Plans and Other Postretirement Benefits for additional details.)

Note 11. Derivative Instruments and Hedging Activities

The Corporation may use interest-rate swap agreements to modify interest rate characteristics from variable to fixed or fixed to variable in order to reduce the impact of interest rate changes on future net interest income. Recorded amounts related to interest-rate swaps are included in other assets or liabilities. The Corporation’s credit exposure on interest rate swaps includes fair value and any collateral that is held by a third party. Changes in the fair value of derivative instruments designated as hedges of future cash flows are recognized in accumulated other comprehensive income until the underlying forecasted transactions occur, at which time the deferred gains and losses are recognized in earnings. For a qualifying fair value hedge, the gain or loss on the hedging instrument is recognized in earnings, and the change in fair value of the hedge item, to the extent attributable to the hedged risk, adjusts the carrying amount of the hedge item and is recognized in earnings.

Derivative loan commitments represent agreements for delayed delivery of financial instruments in which the buyer agrees to purchase and the seller agrees to deliver, at a specified future date, a specified instrument at a specified price or yield. The Corporation’s derivative loan commitments are commitments to sell loans secured by 1-to 4-family residential properties whose predominant risk characteristic is interest rate risk. The fair values of these derivative loan commitments are based upon the estimated amount the Corporation would receive or pay to terminate the contracts or agreements, taking into account current interest rates and, when appropriate, the current creditworthiness of the counterparties.

On October 24, 2014, the Corporation entered into an amortizing interest rate swap classified as a cash flow hedge with a notional amount of $20.0 million to hedge a portion of the debt financing of a pool of 10-year maturity fixed rate loans with balances totaling $29.1 million, at time of the hedge, that were originated in 2013. A brokered money market demand account with a balance exceeding the amortizing interest rate swap balance is being used for the cash flow hedge. Under the terms of the swap agreement, the Corporation pays a fixed rate of 2.10% and receives a floating rate based on the one-month LIBOR with a maturity date of November 1, 2022. The Corporation performed an assessment of the hedge for effectiveness at the inception of the hedge and on a recurring basis to determine that the derivative has been and is expected to continue to be highly effective in offsetting changes in cash flows of the hedged item. The Corporation expects that there will be no ineffectiveness over the life of the interest rate swap, and therefore anticipates no portion of the net loss in accumulated other comprehensive loss will be reclassified into interest expense. To the extent there is ineffectiveness, the Corporation would record the ineffectiveness in interest expense. At June 30, 2016, approximately $269 thousand in net deferred losses, net of tax, recorded in accumulated other comprehensive loss are expected to be reclassified into earnings during the next twelve months. This amount could differ from amounts actually recognized due to changes in interest rates, hedge de-designations, and the addition of other hedges subsequent to June 30, 2016.

Table of Contents

The Corporation pledges cash or securities to cover a portion of the negative fair value of the interest rate swap, as measured by the counterparty. At June 30, 2016, the notional amount of the cash flow hedge was $18.9 million, with a negative fair value of $1.2 million. The Corporation has pledged $1.3 million to the counterparty as collateral for the negative fair value.

The following table presents the notional amounts and fair values of derivatives not designated as hedging instruments recorded on the consolidated balance sheets at June 30, 2016 and December 31, 2015:



			Derivative Assets			Derivative Liabilities
(Dollars in thousands)	Notional Amount		Balance Sheet Classification	Fair Value		Balance Sheet Classification	Fair Value
At June 30, 2016
Interest rate locks with customers	$	57,601	Other Assets	$	2,432		$	—
Forward loan sale commitments	62,783			—		Other Liabilities	510
Total	$	120,384		$	2,432		$	510
At December 31, 2015
Interest rate locks with customers	$	34,450	Other Assets	$	1,089		$	—
Forward loan sale commitments	39,545			—		Other Liabilities	102
Total	$	73,995		$	1,089		$	102

The following table presents the notional amounts and fair values of derivatives designated as hedging instruments recorded on the consolidated balance sheets at June 30, 2016 and December 31, 2015:



			Derivative Assets			Derivative Liabilities
(Dollars in thousands)	Notional Amount		Balance Sheet Classification	Fair Value		Balance Sheet Classification	Fair Value
At June 30, 2016
Interest rate swap - cash flow hedge	$	18,921		$	—	Other Liabilities	$	1,203
Total	$	18,921		$	—		$	1,203
At December 31, 2015
Interest rate swap - cash flow hedge	$	19,269		$	—	Other Liabilities	$	438
Total	$	19,269		$	—		$	438

For the three and six months ended June 30, 2016 and 2015, the amounts included in the consolidated statements of income for derivatives not designated as hedging instruments are shown in the table below:



	Statement of Income Classification	Three Months Ended June 30,						Six Months Ended June 30,
(Dollars in thousands)	Statement of Income Classification	2016			2015			2016			2015
Interest rate locks with customers	Net gain (loss) on mortgage banking activities	$	711		$	(312	)	$	1,343		$	137
Forward loan sale commitments	Net gain (loss) on mortgage banking activities	(267		)	305			(408		)	249
Total		$	444		$	(7	)	$	935		$	386

For the three and six months ended June 30, 2016 and 2015, the amounts included in the consolidated statements of income for derivatives designated as hedging instruments are shown in the table below:



	Statement of Income Classification	Three Months Ended June 30,						Six Months Ended June 30,
(Dollars in thousands)	Statement of Income Classification	2016			2015			2016			2015
Interest rate swap—cash flow hedge—net interest payments	Interest expense	$	80		$	95		$	161		191
Net loss		$	(80	)	$	(95	)	$	(161	)	$	(191	)

Table of Contents

At June 30, 2016 and December 31, 2015, the amounts included in accumulated other comprehensive (loss) income for derivatives designated as hedging instruments are shown in the table below:



(Dollars in thousands)	Accumulated Other Comprehensive (Loss) Income	At June 30, 2016			At December 31, 2015
Interest rate swap—cash flow hedge	Fair value, net of taxes	$	(782	)	$	(285	)
Total		$	(782	)	$	(285	)

Note 12. Fair Value Disclosures

Fair value is the price that would be received to sell an asset or paid to transfer a liability (an exit price) in an orderly transaction between market participants at the measurement date. The Corporation determines the fair value of financial instruments based on the fair value hierarchy. The Corporation maximizes the use of observable inputs and minimizes the use of unobservable inputs when measuring fair value. Observable inputs are inputs that market participants would use in pricing the asset or liability developed based on market data obtained from sources independent of the Corporation. Unobservable inputs are inputs that reflect the Corporation’s assumptions that market participants would use in pricing the asset or liability based on the best information available in the circumstances, including assumptions about risk. Three levels of inputs are used to measure fair value. A financial instrument’s level within the fair value hierarchy is based on the lowest level of input significant to the fair value measurement. Transfers between levels are recognized at the end of the reporting period.

Level 1: Valuations are based on quoted prices in active markets for identical assets or liabilities that the Corporation can access at the measurement date. Since valuations are based on quoted prices that are readily and regularly available in an active market, valuation of these products does not entail a significant degree of judgment.

Level 2: Valuations are based on quoted prices in markets that are not active or for which all significant inputs are observable, either directly or indirectly.

Level 3: Valuations are based on inputs that are unobservable and significant to the overall fair value measurement. Assets and liabilities utilizing Level 3 inputs include: financial instruments whose value is determined using pricing models, discounted cash-flow methodologies, or similar techniques, as well as instruments for which the fair value calculation requires significant management judgment or estimation.

Following is a description of the valuation methodologies used for instruments measured at fair value on a recurring basis, as well as the general classification of such instruments pursuant to the valuation hierarchy.

Investment Securities

Where quoted prices are available in an active market for identical instruments, investment securities are classified within Level 1 of the valuation hierarchy. Level 1 investment securities include U.S. Treasury securities, most equity securities and money market mutual funds. Mutual funds are registered investment companies which are valued at net asset value of shares on a market exchange at the end of each trading day. If quoted market prices are not available, then fair values are estimated by using pricing models, quoted prices of securities with similar characteristics or discounted cash flows. Examples of instruments, which would generally be classified within Level 2 of the valuation hierarchy, include securities issued by U.S. Government sponsored enterprises, mortgage-backed securities, collateralized mortgage obligations, corporate and municipal bonds and certain equity securities. In cases where there is limited activity or less transparency around inputs to the valuation, investment securities are classified within Level 3 of the valuation hierarchy.

Fair values for securities are determined using independent pricing services and market-participating brokers. The Corporation’s independent pricing service utilizes evaluated pricing models that vary by asset class and incorporate available trade, bid and other market information for structured securities, cash flow and, when available, loan performance data. Because many fixed income securities do not trade on a daily basis, the pricing service’s evaluated pricing applications apply information as applicable through processes, such as benchmarking of like securities, sector groupings, and matrix pricing, to prepare evaluations. If at any time, the pricing service determines that it does not have sufficient verifiable information to value a particular security, the Corporation will utilize valuations from another pricing service. Management has a sufficient understanding of the third party service’s valuation models, assumptions and inputs used in determining the fair value of securities to enable management to maintain an appropriate system of internal control.

On a quarterly basis, the Corporation reviews changes, as submitted by the pricing service, in the market value of its security portfolio. Individual changes in valuations are reviewed for consistency with general interest rate movements and any known credit concerns for specific securities. Additionally, on a quarterly basis, the Corporation has its security portfolio priced by a second pricing service to determine consistency with another market evaluator, except for municipal bonds which are priced by

Table of Contents

another service provider on a sample basis. If, upon the Corporation’s review or in comparing with another service, a material difference between pricing evaluations were to exist, the Corporation may submit an inquiry to the current pricing service regarding the data used to determine the valuation of a particular security. If the Corporation determines there is market information that would support a different valuation than from the current pricing service’s evaluation, the Corporation can submit a challenge for a change to that security’s valuation. There were no material differences in valuations noted at June 30, 2016.

Derivative Financial Instruments

The fair values of derivative financial instruments are based upon the estimated amount the Corporation would receive or pay to terminate the contracts or agreements, taking into account current interest rates and, when appropriate, the current creditworthiness of the counterparties. Derivative financial instruments are classified within Level 2 of the valuation hierarchy.

Contingent Consideration Liability

The Corporation estimates the fair value of the contingent consideration liability by using a discounted cash flow model of future contingent payments based on projected revenue related to the acquired business. The estimated fair value of the contingent consideration liability is reviewed on a quarterly basis and any valuation adjustments resulting from a change of estimated future contingent payments based on projected revenue of the acquired business affecting the contingent consideration liability will be recorded through noninterest expense. Changes in the original assumptions utilized at the time the acquisition closes and identified during the measurement period are recorded in accordance with ASC Topic 805 as an adjustment to goodwill. Due to the significant unobservable input related to the projected revenue, the contingent consideration liability is classified within Level 3 of the valuation hierarchy. An increase in the projected revenue may result in a higher fair value of the contingent consideration liability. Alternatively, a decrease in the projected revenue may result in a lower estimated fair value of the contingent consideration liability.

For the Sterner Insurance Associates acquisition, the potential remaining two cash payments that could result from the contingent consideration arrangement range from $0 to a maximum of $3.9 million based on the results for the twelve-month periods ended June 30, 2016 and 2017, respectively. Due to updates to the original assumptions utilized for determining the contingent consideration liability for the Sterner acquisition completed on July 1, 2014, the Corporation recorded a purchase accounting adjustment, in accordance with ASC Topic 805, in the first quarter of 2015 which resulted in an increase to the contingent consideration liability and an increase to goodwill of $1.5 million.

For the Girard Partners acquisition, the potential remaining three cash payments that could result from the contingent consideration arrangement range from $0 to a maximum of $12.9 million cumulative based on the results for the three-year periods ended December 31, 2016, 2017, and 2018, respectively. The Corporation recorded a reduction to the contingent liability during the fourth quarter of 2015 which resulted in a reduction of noninterest expense of $550 thousand. The adjustment reflected that projected revenue levels for earn-out payments in the second through fifth years post-acquisition are anticipated to be lower than originally projected.

Table of Contents

The following table presents the assets and liabilities measured at fair value on a recurring basis at June 30, 2016 and December 31, 2015, classified using the fair value hierarchy:



	At June 30, 2016
(Dollars in thousands)	Level 1		Level 2		Level 3		Assets/ Liabilities at Fair Value
Assets:
Available-for-sale securities:
U.S. government corporations and agencies	$	—	$	47,446	$	—	$	47,446
State and political subdivisions	—		98,867		—		98,867
Residential mortgage-backed securities	—		3,635		—		3,635
Collateralized mortgage obligations	—		2,928		—		2,928
Corporate bonds	—		93,445		—		93,445
Money market mutual funds	7,009		—		—		7,009
Equity securities	765		—		—		765
Total available-for-sale securities	7,774		246,321		—		254,095
Interest rate locks with customers	—		2,432		—		2,432
Total assets	$	7,774	$	248,753	$	—	$	256,527
Liabilities:
Contingent consideration liability	$	—	$	—	$	5,213	$	5,213
Interest rate swap	—		1,203		—		1,203
Forward loan sale commitments	—		510		—		510
Total liabilities	$	—	$	1,713	$	5,213	$	6,926



	At December 31, 2015
(Dollars in thousands)	Level 1		Level 2		Level 3		Assets/ Liabilities at Fair Value
Assets:
Available-for-sale securities:
U.S. treasuries	$	4,887	$	—	$	—	$	4,887
U.S. government corporations and agencies	—		102,156		—		102,156
State and political subdivisions	—		102,032		—		102,032
Residential mortgage-backed securities	—		13,354		—		13,354
Collateralized mortgage obligations	—		3,133		—		3,133
Corporate bonds	—		86,675		—		86,675
Money market mutual funds	16,726		—		—		16,726
Equity securities	807		—		—		807
Total available-for-sale securities	22,420		307,350		—		329,770
Interest rate locks with customers	—		1,089		—		1,089
Forward loan sale commitments	—		—		—		—
Total assets	$	22,420	$	308,439	$	—	$	330,859
Liabilities:
Contingent consideration liability	$	—	$	—	$	5,577	$	5,577
Interest rate swap	—		438		—		438
Forward loan sale commitments	—		102		—		102
Total liabilities	$	—	$	540	$	5,577	$	6,117

At June 30, 2016 and December 31, 2015, the Corporation had no assets measured at fair value on a recurring basis utilizing Level 3 inputs.

Table of Contents

The following table presents the change in the balance of the contingent consideration liability related to acquisitions for which the Corporation utilized Level 3 inputs to determine fair value on a recurring basis for the six months ended June 30, 2016 and 2015:



	Six Months Ended June 30, 2016
(Dollars in thousands)	Balance at December 31, 2015		Contingent Consideration from New Acquisition		Payment of Contingent Consideration		Adjustment of Contingent Consideration		Balance at June 30, 2016
Sterner Insurance Associates	$	1,144	$	—	$	—	$	490	$	1,634
Girard Partners	4,241		—		900		238		3,579
John T. Fretz Insurance Agency	192		—		260		68		—
Total contingent consideration liability	$	5,577	$	—	$	1,160	$	796	$	5,213



	Six Months Ended June 30, 2015
(Dollars in thousands)	Balance at December 31, 2014		Contingent Consideration from New Acquisition*		Payment of Contingent Consideration		Adjustment of Contingent Consideration			Balance at June 30, 2015
Sterner Insurance Associates	$	680	$	1,525	$	—	$	402		$	2,607
Girard Partners	5,503		$	—	$	620	$	(112	)	4,771
John T. Fretz Insurance Agency	358		—		260		80			178
Total contingent consideration liability	$	6,541	$	1,525	$	880	$	370		$	7,556

*Includes adjustments during the measurement period in accordance with ASC Topic 805.

The Corporation recorded an increase to the contingent liability related to Sterner Insurance Associates during the second quarter of 2016 which resulted in an increase in noninterest expense of $183 thousand. The adjustment reflected that projected revenue levels for earn-out payments in the second through third years post-acquisition are anticipated to be higher than originally projected.

The Corporation may be required to periodically measure certain assets and liabilities at fair value on a non-recurring basis in accordance with GAAP. These adjustments to fair value usually result from the application of lower of cost or market accounting or impairment charges of individual assets. The following table represents assets measured at fair value on a non-recurring basis at June 30, 2016 and December 31, 2015:



	At June 30, 2016
(Dollars in thousands)	Level 1		Level 2		Level 3		Assets/Liabilities at Fair Value
Impaired loans held for investment	$	—	$	—	$	43,624	$	43,624
Total	$	—	$	—	$	43,624	$	43,624



	At December 31, 2015
(Dollars in thousands)	Level 1		Level 2		Level 3		Assets/Liabilities at Fair Value
Impaired loans held for investment	$	—	$	—	$	48,611	$	48,611
Total	$	—	$	—	$	48,611	$	48,611

Table of Contents

The following table presents assets and liabilities and off-balance sheet items not measured at fair value on a recurring or non-recurring basis in the Corporation’s consolidated balance sheets but for which the fair value is required to be disclosed at June 30, 2016 and December 31, 2015. The disclosed fair values are classified using the fair value hierarchy.



	At June 30, 2016
(Dollars in thousands)	Level 1		Level 2			Level 3		Fair Value			Carrying Amount
Assets:
Cash and short-term interest-earning assets	$	93,190	$	—		$	—	$	93,190		$	93,190
Held-to-maturity securities	—		32,946			—		32,946			32,885
Loans held for sale	—		4,766			—		4,766			4,657
Net loans and leases held for investment	—		—			2,255,667		2,255,667			2,284,260
Mortgage servicing rights	—		—			6,785		6,785			5,896
Other real estate owned	—		3,131			—		3,131			3,131
Total assets	$	93,190	$	40,843		$	2,262,452	$	2,396,485		$	2,424,019
Liabilities:
Deposits:
Demand and savings deposits, non-maturity	$	2,016,892	$	—		$	—	$	2,016,892		$	2,016,892
Time deposits	—		361,256			—		361,256			360,192
Total deposits	2,016,892		361,256			—		2,378,148			2,377,084
Short-term borrowings	—		259,971			—		259,971			260,216
Subordinated notes	—		50,250			—		50,250			49,450
Total liabilities	$	2,016,892	$	671,477		$	—	$	2,688,369		$	2,686,750
Off-Balance-Sheet:
Commitments to extend credit	$	—	$	(1,874	)	$	—	$	(1,874	)	$	—



	At December 31, 2015
(Dollars in thousands)	Level 1		Level 2			Level 3		Fair Value			Carrying Amount
Assets:
Cash and short-term interest-earning assets	$	60,799	$	—		$	—	$	60,799		$	60,799
Held-to-maturity securities	—		41,061			—		41,061			40,990
Loans held for sale	—		4,708			—		4,708			4,680
Net loans and leases held for investment	—		—			2,099,082		2,099,082			2,112,774
Mortgage servicing rights	—		—			8,047		8,047			5,877
Other real estate owned	—		1,276			—		1,276			1,276
Total assets	$	60,799	$	47,045		$	2,107,129	$	2,214,973		$	2,226,396
Liabilities:
Deposits:
Demand and savings deposits, non-maturity	$	1,939,954	$	—		$	—	$	1,939,954		$	1,939,954
Time deposits	—		455,527			—		455,527			454,406
Total deposits	1,939,954		455,527			—		2,395,481			2,394,360
Short-term borrowings	—		22,302			—		22,302			24,211
Subordinated notes	$	—	$	50,375		$	—	$	50,375		$	49,377
Total liabilities	$	1,939,954	$	528,204		$	—	$	2,468,158		$	2,467,948
Off-Balance-Sheet:
Commitments to extend credit	$	—	$	(1,788	)	$	—	$	(1,788	)	$	—

The following valuation methods and assumptions were used by the Corporation in estimating the fair value for financial instruments measured at fair value on a non-recurring basis and financial instruments not measured at fair value on a recurring or non-recurring basis in the Corporation’s consolidated balance sheets but for which the fair value is required to be disclosed:

Table of Contents

Cash and short-term interest-earning assets: The carrying amounts reported in the balance sheet for cash and due from banks, interest-earning deposits with other banks, federal funds sold and other short-term investments approximates those assets’ fair values. Cash and short-term interest-earning assets are classified within Level 1 in the fair value hierarchy.

Held-to-maturity securities: Fair values for the held-to-maturity investment securities are estimated by using pricing models or quoted prices of securities with similar characteristics and are classified in Level 2 in the fair value hierarchy.

Loans held for sale: The fair value of the Corporation’s mortgage loans held for sale are generally determined using a pricing model based on current market information obtained from external sources, including interest rates, bids or indications provided by market participants on specific loans that are actively marketed for sale. These loans are primarily residential mortgage loans and are generally classified in Level 2 due to the observable pricing data. Loans held for sale are carried at the lower of cost or estimated fair value. There were no valuation adjustments for loans held for sale at June 30, 2016 and December 31, 2015.

Loans and leases held for investment: The fair values for loans and leases held for investment are estimated using discounted cash flow analyses, using a discount rate based on current interest rates at which similar loans with similar terms would be made to borrowers and include components for credit risk, operating expense and embedded prepayment options. An overall valuation adjustment is made for specific credit risks in addition to general portfolio risk and is significant to the valuation. As permitted, the fair value of the loans and leases are not based on the exit price concept as discussed in the first paragraph of this note. Loans and leases are classified within Level 3 in the fair value hierarchy.

Impaired loans held for investment: Impaired loans held for investment include those collateral-dependent loans for which the practical expedient was applied, resulting in a fair-value adjustment to the loan. Impaired loans are evaluated and valued at the time the loan is identified as impaired, at the lower of cost or fair value. Fair value is measured based on the value of the collateral securing these loans less costs to sell and is classified at a Level 3 in the fair value hierarchy. The fair value of collateral is based on appraisals performed by qualified licensed appraisers hired by the Corporation. At June 30, 2016, impaired loans held for investment had a carrying amount of $44.0 million with a valuation allowance of $410 thousand. At December 31, 2015, impaired loans held for investment had a carrying amount of $48.9 million with a valuation allowance of $322 thousand.

Mortgage servicing rights: The Corporation estimates the fair value of mortgage servicing rights using discounted cash flow models that calculate the present value of estimated future net servicing income. The model uses readily available prepayment speed assumptions for the interest rates of the portfolios serviced. Mortgage servicing rights are classified within Level 3 of the valuation hierarchy. The Corporation reviews the mortgage servicing rights portfolio on a quarterly basis for impairment and the mortgage servicing rights are carried at the lower of amortized cost or estimated fair value. At June 30, 2016 and December 31, 2015, mortgage servicing rights had a carrying amount of $5.9 million, with no valuation allowance.

Goodwill and other identifiable assets: Certain non-financial assets subject to measurement at fair value on a non-recurring basis include goodwill and other identifiable intangible assets. During the six months ended June 30, 2016, there were no triggering events that required valuation of goodwill and other identifiable intangible assets.

Other real estate owned: The fair value of other real estate owned is estimated based upon the appraised value less costs to sell. The real estate is stated at an amount equal to the loan balance prior to foreclosure, plus costs incurred for improvements to the property but no more than the fair value of the property, less estimated costs to sell. New appraisals are generally obtained on an annual basis. Other real estate owned is classified within Level 2 of the valuation hierarchy.

Deposit liabilities: The fair values for demand and savings accounts, with no stated maturities, is the amount payable on demand at the reporting date (carrying value) and are classified within Level 1 in the fair value hierarchy. The fair values for time deposits with fixed maturities are estimated by discounting the final maturity using interest rates currently offered for deposits with similar remaining maturities. Time deposits are classified within Level 2 in the fair value hierarchy.

Short-term borrowings: The fair value of short-term borrowings are estimated using current market rates for similar borrowings and are classified within Level 2 in the fair value hierarchy.

Subordinated notes: The fair value of the subordinated notes are estimated by discounting the principal balance using the treasury yield curve for the term to the call date as the Corporation has the option to call the subordinated notes. The subordinated notes are classified within Level 2 in the fair value hierarchy.

Off-balance-sheet instruments: Fair values for the Corporation’s off-balance-sheet instruments are based on the fees currently charged to enter into similar agreements, taking into account the remaining terms of the agreements and the counterparties’ credit standing and are classified within Level 2 in the fair value hierarchy.

Table of Contents

Note 13. Segment Reporting

At June 30, 2016, the Corporation has three reportable business segments: Banking, Wealth Management and Insurance. The Corporation determines the segments based primarily upon product and service offerings, through the types of income generated and the regulatory environment. This is strategically how the Corporation operates and has positioned itself in the marketplace. Accordingly, significant operating decisions are based upon analysis of each of these segments. At June 30, 2016, these segments meet the quantitative thresholds for separate disclosure as a business segment. Non-reportable segments include the parent holding company and intercompany eliminations, and are included in the "Other" segment.

The Corporation's Banking segment consists of commercial and consumer banking. The Wealth Management segment consists of investment advisory services, retirement plan services, trust, municipal pension services and broker/dealer services. The Insurance segment consists of commercial lines, personal lines, benefits and human resources consulting.

Each segment generates revenue from a variety of products and services it provides. Examples of products and services provided for each reportable segment are indicated below.



Ÿ	The Banking segment provides financial services to consumers, businesses and governmental units. These services include a full range of banking services such as deposit taking, loan origination and servicing, mortgage banking, other general banking services and equipment lease financing.
Ÿ	The Wealth Management segment offers trust and investment advisory services, guardian and custodian of employee benefits and other trust and brokerage services, as well as a registered investment advisory managing private investment accounts for both individuals and institutions.
Ÿ	The Insurance segment includes a full-service insurance brokerage agency offering commercial property and casualty insurance, group life and health coverage, employee benefit solutions, personal insurance lines and human resources consulting.

The accounting policies, used in the disclosure of the operating segments, are the same as those described in Note 1, “Summary of Significant Accounting Policies".

The following table provides total assets by reportable operating segment as of the dates indicated.



(Dollars in thousands)	At June 30, 2016		At December 31, 2015		At June 30, 2015
Banking	$	2,925,285	$	2,797,746	$	2,701,275
Wealth Management	31,392		33,950		31,605
Insurance	25,309		24,436		25,389
Other	125,631		23,319		22,309
Consolidated assets	$	3,107,617	$	2,879,451	$	2,780,578

The following tables provide reportable segment-specific information and reconciliations to consolidated financial information for the three and six months ended June 30, 2016 and 2015.



	Three Months Ended
	June 30, 2016
(Dollars in thousands)	Banking			Wealth Management		Insurance			Other			Consolidated
Interest income	$	25,986		$	1	$	—		$	7		$	25,994
Interest expense	2,163			—		—			288			2,451
Net interest income	23,823			1		—			(281		)	23,543
Provision for loan and lease losses	830			—		—			—			830
Noninterest income	5,610			4,812		3,620			77			14,119
Intangible expenses	66			304		626			—			996
Other noninterest expense	19,733			3,247		2,937			2,633			28,550
Intersegment (revenue) expense*	(479		)	211		268			—			—
Income (expense) before income taxes	9,283			1,051		(211		)	(2,837		)	7,286
Income tax expense (benefit)	2,291			395		(81		)	(559		)	2,046
Net income (loss)	$	6,992		$	656	$	(130	)	$	(2,278	)	$	5,240
Capital expenditures	$	1,481		$	9	$	11		$	515		$	2,016

Table of Contents



	Three Months Ended
	June 30, 2015
(Dollars in thousands)	Banking			Wealth Management		Insurance			Other			Consolidated
Interest income	$	25,505		$	—	$	—		$	8		$	25,513
Interest expense	2,133			—		—			—			2,133
Net interest income	23,372			—		—			8			23,380
Provision for loan and lease losses	1,141			—		—			—			1,141
Noninterest income	4,858			4,964		3,538			(9		)	13,351
Intangible expenses	73			85		735			—			893
Other noninterest expense	20,499			3,059		2,683			(302		)	25,939
Intersegment (revenue) expense*	(495		)	195		300			—			—
Income (expense) before income taxes	7,012			1,625		(180		)	301			8,758
Income tax expense (benefit)	1,814			623		(72		)	(73		)	2,292
Net income (loss)	$	5,198		$	1,002	$	(108	)	$	374		$	6,466
Capital expenditures	$	1,321		$	—	$	8		$	5		$	1,334



	Six Months Ended
	June 30, 2016
(Dollars in thousands)	Banking			Wealth Management		Insurance		Other			Consolidated
Interest income	$	51,586		$	3	$	—	$	14		$	51,603
Interest expense	4,374			—		—		288			4,662
Net interest income	47,212			3		—		(274		)	46,941
Provision for loan and lease losses	1,156			—		—		—			1,156
Noninterest income	10,283			9,384		8,340		68			28,075
Intangible expenses	133			607		1,026		—			1,766
Other noninterest expense	38,475			6,305		6,056		3,883			54,719
Intersegment (revenue) expense*	(990		)	430		560		—			—
Income (expense) before income taxes	18,721			2,045		698		(4,089		)	17,375
Income tax expense (benefit)	4,648			778		296		(876		)	4,846
Net income (loss)	$	14,073		$	1,267	$	402	$	(3,213	)	$	12,529
Capital expenditures	$	3,320		$	24	$	21	$	829		$	4,194



	Six Months Ended
	June 30, 2015
(Dollars in thousands)	Banking			Wealth Management		Insurance		Other			Consolidated
Interest income	$	50,235		$	—	$	—	$	16		$	50,251
Interest expense	3,567			—		—		—			3,567
Net interest income	46,668			—		—		16			46,684
Provision for loan and lease losses	2,215			—		—		—			2,215
Noninterest income	9,308			9,588		7,793		93			26,782
Intangible expenses	147			479		1,053		—			1,679
Other noninterest expense	41,721			6,014		5,352		(523		)	52,564
Intersegment (revenue) expense*	(1,029		)	417		612		—			—
Income (expense) before income taxes	12,922			2,678		776		632			17,008
Income tax expense	2,976			1,037		326		87			4,426
Net income (loss)	$	9,946		$	1,641	$	450	$	545		$	12,582
Capital expenditures	$	2,518		$	8	$	47	$	78		$	2,651

*Includes an allocation of general and administrative expenses from both the parent holding company and the Bank. Generally speaking, these expenses are allocated based upon number of employees and square footage utilized.

Note 14. Restructuring Charges

During the first quarter of 2015, the Corporation finalized a new financial center model, which is smaller in size, combines enhanced technology with personal service and provides consultive services and solutions delivered by personal bankers. These efforts led to the development of a comprehensive financial center optimization plan approved in April 2015 which includes opening new financial centers in growth markets while closing financial centers which operate in close proximity to other centers.

Table of Contents

As the Corporation announced in April 2015, six financial centers were closed in September 2015 that operated in close proximity to other centers. As a result, the Corporation recorded $1.6 million in restructuring charges during the second quarter of 2015 and related to the Banking business segment.

A roll-forward of the accrued restructuring expense for the six months ended June 30, 2016 is as follows:



(Dollars in thousands)	Write-downs and retirements of fixed assets		Lease cancellations			Total
Accrued at January 1, 2016	$	228	$	834		$	1,062
Payments	—		(157		)	(157		)
Accelerated depreciation	—		—			—
Accrued at June 30, 2016	$	228	$	677		$	905

Note 15. Subsequent Events

Fox Chase Bancorp Acquisition

On July 1, 2016, the Corporation completed the merger of Fox Chase Bancorp into the Corporation and Fox Chase Bank into Univest Bank and Trust Co. Fox Chase Bank was a locally-managed institution with locations in Pennsylvania and New Jersey and headquartered in Hatboro, Pennsylvania. The Corporation's presence expanded in Bucks, Chester, Philadelphia and Montgomery counties in Pennsylvania and into Atlantic and Cape May counties in New Jersey, complementing and expanding the Corporation's existing network of financial centers. As of June 30, 2016, Fox Chase had approximately $785 million in loans, $739 million in deposits and $1.1 billion in total assets. In accordance with the terms of the Agreement and Plan of Merger, dated December 8, 2015, holders of shares of Fox Chase common stock received, in aggregate, $98.9 million in cash and 6,857,529 shares or approximately 35% of outstanding Corporation’s common stock. The transaction was valued at $243.0 million based on Corporation’s June 30, 2016 closing share price of $21.02 as quoted on NASDAQ. The results of the combined entity’s operations will be included in the Corporation's Consolidated Financial Statements from the date of acquisition.

The acquisition of Fox Chase will be accounted for as a business combination using the acquisition method of accounting, which includes estimating the fair value of assets acquired, liabilities assumed and consideration paid as of the acquisition date. These preliminary estimates will be completed during the third quarter of 2016 and will be subject to adjustments during the up to one year measurement period after the acquisition.

Subordinated Debt

On July 1, 2016, the Corporation completed the issuance of $45.0 million in aggregate principal amount of fixed-to-floating rate subordinated notes (the "Notes") due 2026 in a private placement transaction to institutional accredited investors.

The net proceeds of the offering, which approximated $44.5 million, will be used for general corporate purposes and to support both organic growth as well as potential acquisitions should such opportunities arise. The Notes are expected to qualify as Tier 2 capital for regulatory capital purposes, subject to applicable limitations.

The Notes bear interest at an annual fixed rate of 5.00% from the date of issuance until June 30, 2021, or any early redemption date, with the first interest payment on the Notes occurring on December 30, 2016 and semi-annually thereafter each June 30 and December 30, to but excluding June 30, 2021. From and including June 30, 2021 to but excluding the maturity date of June 30, 2026 (or any early redemption date), the Notes will bear interest at an annual rate equal to three-month LIBOR rate plus 3.90%, payable quarterly in arrears on each March 30, June 30, September 30 and December 30. Beginning with the interest payment date of June 30, 2021, the Corporation has the option on each interest payment date, subject to approval of the Federal Reserve Board, to redeem the Notes in whole or in part at a redemption price equal to 100% of the principal amount of the redeemed Notes, plus accrued and unpaid interest to the date of the redemption. The Corporation may also redeem the Notes, in whole but not in part, at any time upon the occurrence of certain tax, regulatory capital and Investment Company Act of 1940 Act events, subject in each case to the approval of the Federal Reserve.

Table of Contents


Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations

(All dollar amounts presented within tables are in thousands, except per share data. “BP” equates to “basis points” “N/ M” equates to “not meaningful” “—” equates to “zero” or “doesn’t round to a reportable number” and “N/A” equates to “not applicable.” Certain prior period amounts have been reclassified to conform to the current-year presentation.)

Forward-Looking Statements

The information contained in this report may contain forward-looking statements. When used or incorporated by reference in disclosure documents, the words “believe,” “anticipate,” “estimate,” “expect,” “project,” “target,” “goal” and similar expressions are intended to identify forward-looking statements within the meaning of section 27A of the Securities Act of 1933 and section 21E of the Securities Exchange Act of 1934. Such forward-looking statements are subject to certain risks, uncertainties and assumptions, including those set forth below:


•	Operating, legal and regulatory risks


•	Economic, political and competitive forces impacting various lines of business


•	The risk that our analysis of these risks and forces could be incorrect and/or that the strategies developed to address them could be unsuccessful


•	Volatility in interest rates


•	Other risks and uncertainties, including those occurring in the U.S. and world financial systems

Should one or more of these risks or uncertainties materialize, or should underlying assumptions prove incorrect, actual results may vary materially from those anticipated, estimated, expected or projected. These forward-looking statements speak only at the date of the report. The Corporation expressly disclaims any obligation to publicly release any updates or revisions to reflect any change in the Corporation’s expectations with regard to any change in events, conditions or circumstances on which any such statement is based.

Critical Accounting Policies

Management, in order to prepare the Corporation’s financial statements in conformity with U.S. generally accepted accounting principles, is required to make estimates and assumptions that affect the amounts reported in the Corporation’s financial statements. There are uncertainties inherent in making these estimates and assumptions. Certain critical accounting policies, discussed below, could materially affect the results of operations and financial position of the Corporation should changes in circumstances require a change in related estimates or assumptions. The Corporation has identified the fair value measurement of investment securities available-for-sale and assessment for impairment of certain investment securities, reserve for loan and lease losses, valuation of goodwill and other intangible assets, mortgage servicing rights, deferred tax assets and liabilities, benefit plans and stock-based compensation as areas with critical accounting policies. For more information on these critical accounting policies, please refer to the Corporation’s 2015 Annual Report on Form 10-K.

General

Univest Corporation of Pennsylvania (the Corporation), is a Bank Holding Company owning all of the capital stock of Univest Bank and Trust Co. (the Bank).

The Bank is engaged in the commercial and consumer banking business and provides a full range of banking and trust services to customers. The Bank is the parent company of Delview, Inc., which is the parent company of Univest Insurance, Inc., an independent insurance agency, Univest Investments, Inc., a full-service broker-dealer and investment advisory firm and Girard Partners (Girard), a registered investment advisory firm. The Bank is also the parent company of Univest Capital, Inc., an equipment financing business, and TCG Investment Advisory, a registered investment advisor which provides discretionary investment consulting and management services. Through its wholly-owned subsidiaries, the Bank provides a variety of financial services to individuals, municipalities and businesses throughout the Bank's markets of operation.

The Corporation earns revenues primarily from the margins and fees generated from lending and depository services to customers as well as fee-based income from trust, insurance, mortgage banking and investment services to customers. The Corporation seeks to achieve adequate and reliable earnings through business growth while maintaining adequate levels of capital and liquidity and limiting exposure to credit and interest rate risk to Board of Directors approved levels. As interest rates increase, fixed-rate assets that banks hold will tend to decrease in value; conversely, as interest rates decline, fixed-rate assets that banks hold will tend to increase in value. The Corporation is in a liability sensitive position from both a short-term maturity perspective and a short-term repricing perspective, as interest rates remain at historically low levels. Despite being liability sensitive, the Corporation projects increased net interest income in rising rate scenarios as the magnitude of the asset pricing change exceeds the liability pricing change.

The Corporation seeks to establish itself as the financial provider of choice in the markets it serves. The Corporation plans to achieve this goal by offering a broad range of high quality financial products and services and by increasing market awareness of its brand and the benefits that can be derived from its products. The Corporation operates in an attractive market for financial services but also is in intense competition with domestic and international banking organizations and other insurance and wealth management providers for the financial services business. The Corporation has taken initiatives to achieve its business objectives by acquiring banks and other financial service providers in strategic markets, through marketing, public relations and advertising, by establishing standards of service excellence for customers, and by using technology to ensure that the needs of customers are understood and satisfied.

Executive Overview

The Corporation’s consolidated net income, earnings per share and return on average assets and average equity were as follows:



	Three Months Ended June 30,						Change					Six Months Ended June 30,						Change
(Dollars in thousands, except per share data)	2016			2015			Amount			Percent		2016			2015			Amount			Percent
Net income	$	5,240		$	6,466		$	(1,226	)	(19	)%	$	12,529		$	12,582		$	(53	)	—	%
Net income per share:
Basic	$	0.27		$	0.33		$	(0.06	)	(18	)	$	0.64		$	0.64		$	—		—
Diluted	0.27			0.33			(0.06		)	(18	)	0.64			0.64			—			—
Return on average assets	0.74		%	0.95		%	(21 BP)			(22	)	0.89		%	0.93		%	(4 BP)			(4	)
Return on average equity	5.72		%	7.22		%	(150 BP)			(21	)	6.88		%	7.04		%	(16 BP)			(2	)

The Corporation reported net income of $5.2 million or $0.27 diluted earnings per share for the quarter ended June 30, 2016, a 19.0% decrease from reported net income of $6.5 million or $0.33 diluted earnings per share for the quarter ended June 30, 2015. Net income for the six months ended June 30, 2016 was $12.5 million or $0.64 diluted earnings per share, consistent with $12.6 million or $0.64 for the comparable period in the prior year. The financial results for the quarter and six months ended June 30, 2016 included $1.2 million and $1.4 million, net of tax, respectively, of acquisition-related and integration costs associated with the merger with Fox Chase Bancorp (Fox Chase), or $0.06 and $0.07, respectively, of diluted earnings per share. The quarter and six months ended June 30, 2015 included $1.2 million and $2.4 million, net of tax, respectively, of integration and acquisition-related costs and restructuring charges, or $0.05 and $0.12, respectively, of diluted earnings per share. The second quarter and year-to-date financial results do not include the financial results of Fox Chase, which the Corporation acquired on July 1, 2016.

Net interest income on a tax-equivalent basis of $24.9 million for the three months ended June 30, 2016 and $49.6 million for the six months ended June 30, 2016 was consistent with the same periods in 2015. The net interest margin on a tax-equivalent basis for the second quarter of 2016 was 3.92%, compared to 4.03% for the second quarter of 2015. Increases in net interest income from the comparable periods in the prior year, due to loan growth, were partially offset by reductions in loan rates and a decrease in the net accretion of acquisition accounting fair value adjustments related to the Valley Green Bank acquisition (the favorable impact of the acquisition accounting adjustments was three basis points for both the three and six months ended June 30, 2016 compared to 13 basis points for both the three and six months ended June 30, 2015). Also, included in interest expense for the three months ended June 30, 2016 were $289 thousand of amortized bridge loan fees and interest expense related to the Fox Chase merger. The bridge loan was paid off on July 1, 2016 in conjunction with the closing of the merger.

The provision for loan and lease losses for the three months ended June 30, 2016 was $830 thousand, compared to $1.1 million for the same period in 2015. The provision for loan and lease losses for the six months ended June 30, 2016 was $1.2 million, down from $2.2 million for the same period in 2015 as asset quality continues to improve; both qualitative factors and historical loss factors have improved from prior periods.

Noninterest income for the three months ended June 30, 2016 was $14.1 million, an increase of $768 thousand, or 5.8% from the same period in the prior year. Noninterest income for the six months ended June 30, 2016 was $28.1 million, an increase of $1.3 million, or 4.8% from the same period in the prior year. The increases were mainly due to higher contingent insurance commission income and commercial premiums received in the first quarter of 2016, and increases in bank owned life insurance income and the net gain on mortgage banking activities.

Table of Contents

Noninterest expense for the three months ended June 30, 2016 was $29.5 million, an increase of $2.7 million, or 10.1% from the same period in the prior year. Noninterest expense for the six months ended June 30, 2016 was $56.5 million, an increase of $2.2 million, or 4.1% from the same period in the prior year. Salaries and benefit expense increased $2.1 million and $3.0 million for the three months and six ended June 30, 2016, respectively, primarily attributable to additional staff hired to support revenue generation across all business lines, including the expansion into Lancaster County. Noninterest expense for the three and six months ended June 30, 2016 included $1.2 million and $1.4 million, respectively, of acquisition-related and integration costs associated with the merger with Fox Chase. Noninterest expense for the three and six months ended June 30, 2015 included $1.8 million and $3.6 million, respectively, of integration and acquisition-related costs and restructuring charges.

Gross loans and leases held for investment grew $166.0 million or 7.6% from December 31, 2015. The growth in loans was primarily in commercial business, commercial real estate and residential real estate loans. Loan growth in the second quarter of 2016 resulted from new and existing customer relationships and the addition of new lenders due to continued market disruption created by other bank acquisitions. Additionally, during the second quarter the Corporation hired a lending team from Lancaster County and during the third quarter the Corporation will integrate the Fox Chase Bank lending team. Deposits declined $17.3 million, or 0.7% from December 31, 2015, primarily due to declines in public fund time deposits partially offset by growth in savings deposits and non-interest bearing demand deposits. During the second quarter of 2016, interest-bearing consumer demand deposits of approximately $92.4 million were transferred to noninterest-bearing deposits due to a product consolidation for existing customers.

Nonaccrual loans and leases, including nonaccrual troubled debt restructured loans and lease modifications were $13.3 million at June 30, 2016 compared to $14.2 million at December 31, 2015 and $17.7 million at June 30, 2015. Nonaccrual loans and leases as a percentage of total loans and leases held for investment were 0.57% at June 30, 2016 compared to 0.65% at December 31, 2015 and 0.84% at June 30, 2015. Net loan and lease charge-offs were $129 thousand for the three months ended June 30, 2016 compared to $2.5 million for the same period in the prior year.

The Corporation and the Bank continue to remain well-capitalized at June 30, 2016. Total risk-based capital at June 30, 2016 was 12.77% for the Corporation and 11.45% for the Bank, well in excess of the regulatory minimum for well-capitalized status of 10.00%.

Details of the changes in the various components of net income and the balance sheet are further discussed in the sections that follow.

Merger with Fox Chase Bancorp

On December 8, 2015, the Corporation and Fox Chase Bancorp, Inc. (Fox Chase), parent company of Fox Chase Bank, entered into an Agreement and Plan of Merger which provided for the merger of Fox Chase with and into the Corporation in a cash and stock transaction with an aggregate value of approximately $243.0 million based on the Corporation's June 30, 2016 closing share price. The transaction is expected to qualify as a tax-free reorganization for federal income tax purposes. The transaction is anticipated to be accretive to the Corporation's earnings per share in the first combined year of operations in 2017. On July 1, 2016, the Corporation completed its merger with Fox Chase. See Note 15, "Subsequent Event" included in the Notes to the Consolidated Financial Statements under Item 1 of this Form 10-Q for additional information.

Fox Chase had $1.1 billion in assets, $785 million in loans, and $739 million in deposits at June 30, 2016. With the assumption of Fox Chase Bank's banking offices, the Corporation's presence expands in Bucks, Chester, Philadelphia and Montgomery counties in Pennsylvania and into Cape May county in New Jersey, complementing and expanding the Corporation's existing network of financial centers.

Table of Contents

Results of Operations

Net Interest Income

Net interest income is the difference between interest earned on loans and leases, investments and other interest-earning assets and interest paid on deposits and other interest-bearing liabilities. Net interest income is the principal source of the Corporation’s revenue. Table 1 presents a summary of the Corporation’s average balances, the tax-equivalent yields earned on average assets, and the cost of average liabilities, and shareholders’ equity on a tax-equivalent basis for the three and six months ended June 30, 2016 and 2015. The tax-equivalent net interest margin is tax-equivalent net interest income as a percentage of average interest-earning assets. The tax-equivalent net interest spread represents 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 net interest free funding sources represents the effect on the net interest margin of net funding provided by noninterest-earning assets, noninterest-bearing liabilities and shareholders’ equity. Table 2 analyzes the changes in the tax-equivalent net interest income for the periods broken down by their rate and volume components. Sensitivities associated with the mix of assets and liabilities are numerous and complex. The Investment Asset/Liability Management Committee works to maintain an adequate and stable net interest margin for the Corporation.

Three and six months ended June 30, 2016 versus 2015

Net interest income on a tax-equivalent basis of $24.9 million for the three months ended June 30, 2016 and $49.6 million for the six months ended June 30, 2016 was consistent with the same periods in 2015. The tax-equivalent net interest margin for the three months ended June 30, 2016 was 3.92% compared to 4.03% for the three months ended June 30, 2015. The tax-equivalent net interest margin for the six months ended June 30, 2016 was 3.91% compared to 4.07% for the six months ended June 30, 2015. Increases in net interest income from the comparable periods in the prior year, due to loan growth, were partially offset by reductions in loan rates and a decrease in the net accretion of acquisition accounting fair value adjustments related to the Valley Green Bank acquisition (the favorable impact of the acquisition accounting adjustments was three basis points for both the three and six months ended June 30, 2016 compared to 13 basis points for both the three and six months ended June 30, 2015). Also, included in interest expense for the three months ended June 30, 2016 were $289 thousand of amortized bridge loan fees and interest expense related to the Fox Chase merger. The bridge loan was paid off on July 1, 2016 in conjunction with the closing of the merger.

Table of Contents

Table 1—Average Balances and Interest Rates—Tax-Equivalent Basis



	Three Months Ended June 30,
	2016							2015
(Dollars in thousands)	Average Balance			Income/ Expense		Average Rate		Average Balance			Income/ Expense		Average Rate
Assets:
Interest-earning deposits with other banks	$	7,654		$	9	0.47	%	$	17,767		$	11	0.25	%
U.S. government obligations	57,776			176		1.23		129,482			351		1.09
Obligations of states and political subdivisions	101,241			1,092		4.34		109,449			1,354		4.96
Other debt and equity securities	143,475			1,012		2.84		136,956			753		2.21
Federal funds sold	973			2		0.83		825			—		—
Total interest-earning deposits, investments and federal funds sold	311,119			2,291		2.96		394,479			2,469		2.51
Commercial, financial and agricultural loans	436,189			4,132		3.81		434,251			4,483		4.14
Real estate—commercial and construction loans	898,494			10,106		4.52		846,318			9,913		4.70
Real estate—residential loans	557,733			6,141		4.43		482,796			5,619		4.67
Loans to individuals	30,301			408		5.42		29,149			389		5.35
Municipal loans and leases	241,507			2,723		4.53		204,931			2,431		4.76
Lease financings	75,450			1,524		8.12		69,675			1,535		8.84
Gross loans and leases	2,239,674			25,034		4.50		2,067,120			24,370		4.73
Total interest-earning assets	2,550,793			27,325		4.31		2,461,599			26,839		4.37
Cash and due from banks	32,647							32,624
Reserve for loan and lease losses	(16,789		)					(21,373		)
Premises and equipment, net	43,990							40,433
Other assets	243,920							226,685
Total assets	$	2,854,561						$	2,739,968
Liabilities:
Interest-bearing checking deposits	$	351,011		75		0.09		$	370,449		67		0.07
Money market savings	337,250			322		0.38		344,523			259		0.30
Regular savings	644,199			199		0.12		581,765			136		0.09
Time deposits	374,936			862		0.92		445,255			983		0.89
Total time and interest-bearing deposits	1,707,396			1,458		0.34		1,741,992			1,445		0.33
Short-term borrowings	53,874			320		2.39		45,525			13		0.11
Subordinated notes*	49,431			673		5.48		49,286			675		5.49
Total borrowings	103,305			993		3.87		94,811			688		2.91
Total interest-bearing liabilities	1,810,701			2,451		0.54		1,836,803			2,133		0.47
Noninterest-bearing deposits	633,563							500,225
Accrued expenses and other liabilities	41,831							43,786
Total liabilities	2,486,095							2,380,814
Shareholders’ Equity:
Common stock	110,271							110,271
Additional paid-in capital	121,070							120,294
Retained earnings and other equity	137,125							128,589
Total shareholders’ equity	368,466							359,154
Total liabilities and shareholders’ equity	$	2,854,561						$	2,739,968
Net interest income				$	24,874						$	24,706
Net interest spread						3.77							3.90
Effect of net interest-free funding sources						0.15							0.13
Net interest margin						3.92	%						4.03	%
Ratio of average interest-earning assets to average interest-bearing liabilities	140.87		%					134.02		%

* The interest rate on subordinated notes is calculated on a 30/360 day basis at a rate of 5.10%. The balance is net of debt issuance costs which are amortized to interest expense.


Notes:	For rate calculation purposes, average loan and lease categories include unearned discount.

Nonaccrual loans and leases have been included in the average loan and lease balances.

Loans held for sale have been included in the average loan balances.

Tax-equivalent amounts for the three months ended June 30, 2016 and 2015 have been calculated using the

Corporation’s federal applicable rate of 35%.

Table of Contents



	Six Months Ended June 30,
	2016							2015
(Dollars in thousands)	Average Balance			Income/ Expense		Average Rate		Average Balance			Income/ Expense		Average Rate
Assets:
Interest-earning deposits with other banks	$	13,637		$	37	0.55	%	$	13,474		$	16	0.24	%
U.S. government obligations	70,132			426		1.22		134,694			730		1.09
Obligations of states and political subdivisions	101,151			2,221		4.42		107,048			2,676		5.04
Other debt and equity securities	151,072			2,036		2.71		136,691			1,408		2.08
Federal funds sold	3,456			9		0.52		3,692			2		0.11
Total interest-earning deposits, investments and federal funds sold	339,448			4,729		2.80		395,599			4,832		2.46
Commercial, financial and agricultural loans	424,094			8,146		3.86		428,566			8,732		4.11
Real estate—commercial and construction loans	892,806			20,025		4.51		834,178			19,544		4.72
Real estate—residential loans	549,855			12,117		4.43		477,996			11,003		4.64
Loans to individuals	29,889			807		5.43		29,881			796		5.37
Municipal loans and leases	236,503			5,348		4.55		204,468			4,868		4.80
Lease financings	75,235			3,066		8.20		70,509			3,118		8.92
Gross loans and leases	2,208,382			49,509		4.51		2,045,598			48,061		4.74
Total interest-earning assets	2,547,830			54,238		4.28		2,441,197			52,893		4.37
Cash and due from banks	32,156							31,420
Reserve for loan and lease losses	(17,280		)					(21,231		)
Premises and equipment, net	43,431							40,500
Other assets	238,140							223,988
Total assets	$	2,844,277						$	2,715,874
Liabilities:
Interest-bearing checking deposits	$	376,586		159		0.08		$	358,234		114		0.06
Money market savings	349,519			662		0.38		359,936			538		0.30
Regular savings	635,546			373		0.12		572,453			258		0.09
Time deposits	396,741			1,797		0.91		453,270			1,952		0.87
Total time and interest-bearing deposits	1,758,392			2,991		0.34		1,743,893			2,862		0.33
Short-term borrowings	40,631			323		1.60		46,178			23		0.10
Subordinated notes *	49,412			1,348		5.49		25,324			682		5.43
Total borrowings	90,043			1,671		3.73		71,502			705		1.99
Total interest-bearing liabilities	1,848,435			4,662		0.51		1,815,395			3,567		0.40
Noninterest-bearing deposits	587,995							496,142
Accrued expenses and other liabilities	41,567							43,706
Total liabilities	2,477,997							2,355,243
Shareholders’ Equity:
Common stock	110,271							110,271
Additional paid-in capital	120,947							120,227
Retained earnings and other equity	135,062							130,133
Total shareholders’ equity	366,280							360,631
Total liabilities and shareholders’ equity	$	2,844,277						$	2,715,874
Net interest income				$	49,576						$	49,326
Net interest spread						3.77							3.97
Effect of net interest-free funding sources						0.14							0.10
Net interest margin						3.91	%						4.07	%
Ratio of average interest-earning assets to average interest-bearing liabilities	137.84		%					134.47		%

* The interest rate on subordinated notes is calculated on a 30/360 day basis at a rate of 5.10%. The balance is net of debt issuance costs which are amortized to interest expense.


Notes:	For rate calculation purposes, average loan and lease categories include unearned discount.

Nonaccrual loans and leases have been included in the average loan and lease balances.

Loans held for sale have been included in the average loan balances.

Tax-equivalent amounts for the six months ended June 30, 2016 and 2015 have been calculated using the

Corporation’s federal applicable rate of 35%.

Table of Contents

Table 2—Analysis of Changes in Net Interest Income

The rate-volume variance analysis set forth in the table below compares changes in tax-equivalent net interest income for the periods indicated by their rate and volume components. The change in interest income/expense due to both volume and rate has been allocated proportionately.



	Three Months Ended									Six Months Ended
	June 30, 2016 Versus 2015									June 30, 2016 Versus 2015
(Dollars in thousands)	Volume Change			Rate Change			Total			Volume Change			Rate Change			Total
Interest income:
Interest-earning deposits with other banks	$	(8	)	$	6		$	(2	)	$	—		$	21		$	21
U.S. government obligations	(215		)	40			(175		)	(383		)	79			(304		)
Obligations of states and political subdivisions	(98		)	(164		)	(262		)	(141		)	(314		)	(455		)
Other debt and equity securities	37			222			259			162			466			628
Federal funds sold	—			2			2			—			7			7
Interest on deposits, investments and federal funds sold	(284		)	106			(178		)	(362		)	259			(103		)
Commercial, financial and agricultural loans	19			(370		)	(351		)	(86		)	(500		)	(586		)
Real estate—commercial and construction loans	587			(394		)	193			1,360			(879		)	481
Real estate—residential loans	826			(304		)	522			1,623			(509		)	1,114
Loans to individuals	14			5			19			—			11			11
Municipal loans and leases	415			(123		)	292			741			(261		)	480
Lease financings	120			(131		)	(11		)	205			(257		)	(52		)
Interest and fees on loans and leases	1,981			(1,317		)	664			3,843			(2,395		)	1,448
Total interest income	1,697			(1,211		)	486			3,481			(2,136		)	1,345
Interest expense:
Interest-bearing checking deposits	(4		)	12			8			5			40			45
Money market savings	(5		)	68			63			(16		)	140			124
Regular savings	15			48			63			28			87			115
Time deposits	(154		)	33			(121		)	(245		)	90			(155		)
Interest on time and interest-bearing deposits	(148		)	161			13			(228		)	357			129
Short-term borrowings	2			305			307			(3		)	303			300
Subordinated notes	—			(2		)	(2		)	658			8			666
Interest on borrowings	2			303			305			655			311			966
Total interest expense	(146		)	464			318			427			668			1,095
Net interest income	$	1,843		$	(1,675	)	$	168		$	3,054		$	(2,804	)	$	250

Interest Income

Three and six months ended June 30, 2016 versus 2015

Interest income on a tax-equivalent basis for the three months ended June 30, 2016 was $27.3 million, an increase of $486 thousand, or 1.8% from the same period in 2015. Interest income on a tax-equivalent basis for the six months ended June 30, 2016 was $54.2 million, an increase of $1.3 million, or 2.5% from the same period in 2015. The increase was mainly due to loan growth in commercial real estate, residential real estate and municipal loans which was partially offset by decreases in loan interest rates due to re-pricing and the competitive environment. In addition, the net accretion of acquisition accounting fair value adjustments related to the Valley Green Bank acquisition favorably impacted the yield on interest-earning assets by three basis points for the three months ended June 30, 2016 compared to 11 basis points for the same period in 2015 and by two basis points for the six months ended June 30, 2016 compared to nine basis points for the same period in 2015 .

Table of Contents

Interest Expense

Three and six months ended June 30, 2016 versus 2015

Interest expense for the three months ended June 30, 2016 was $2.5 million, an increase of $318 thousand or 14.9% from the same period in 2015. Interest expense for the six months ended June 30, 2016 was $4.7 million, an increase of $1.1 million or 30.7% from the same period in 2015. Included in interest expense was $289 thousand of amortized bridge loan fees and interest expense related to the Fox Chase merger incurred in the second quarter of 2016. Interest expense also included the subordinated debt issuance of $50 million on March 30, 2015; this increased year-to-date interest expense by $666 thousand over the prior year. In addition, the net amortization of acquisition accounting fair value adjustments related to the Valley Green Bank acquisition favorably impacted the rate on interest-bearing liabilities by one basis point for both the three and six months June 30, 2016 compared to three basis points for both the three and six months ended June 30, 2015.

Provision for Loan and Lease Losses

The reserve for loan and lease losses is determined through a periodic evaluation that takes into consideration the growth of the loan and lease portfolio, the status of past-due loans and leases, current economic conditions, various types of lending activity, policies, real estate and other loan commitments, and significant changes in charge-off activity. Loans are also reviewed for impairment based on the fair value of the collateral for collateral dependent loans and for certain loans based on discounted cash flows using the loans’ initial effective interest rates. Any of the above criteria may cause the reserve to fluctuate. The provision for loan and lease losses for the three months ended June 30, 2016 was $830 thousand compared to $1.1 million for the same period in 2015. The provision for loan and lease losses for the six months ended June 30, 2016 was $1.2 million, down from $2.2 million for the same period in 2015 as asset quality continues to improve; both qualitative factors and historical loss factors have improved.

Noninterest Income

Noninterest income consists of trust department fee income, service charges on deposit accounts, commission income, net gains (losses) on sales of securities, net gains (losses) on mortgage banking activities, and other miscellaneous types of income. Other service fee income primarily consists of fees from credit card companies for a portion of merchant charges paid to the credit card companies for the Bank’s customer debit card usage (Mastermoney fees), non-customer debit card fees, other merchant fees, mortgage servicing income and mortgage placement income. Bank owned life insurance income represents changes in the cash surrender value of bank-owned life insurance policies, which is affected by the market value of the underlying assets, and also includes any excess proceeds from death benefit claims. The net gain on mortgage banking activities consists of gains (losses) on sales of mortgages held for sale and fair value adjustments on interest-rate locks and forward loan sale commitments. Other noninterest income includes other miscellaneous income.

The following table presents noninterest income for the periods indicated:



	Three Months Ended June 30,				Change					Six Months Ended June 30,				Change
(Dollars in thousands)	2016		2015		Amount			Percent		2016		2015		Amount			Percent
Trust fee income	$	1,997	$	2,154	$	(157	)	(7	)%	$	3,862	$	3,974	$	(112	)	(3	)%
Service charges on deposit accounts	1,056		1,039		17			2		2,054		2,102		(48		)	(2	)
Investment advisory commission and fee income	2,759		2,740		19			1		5,428		5,503		(75		)	(1	)
Insurance commission and fee income	3,503		3,434		69			2		8,061		7,580		481			6
Other service fee income	1,948		1,833		115			6		3,781		3,431		350			10
Bank owned life insurance income	535		211		324			N/M		1,005		564		441			78
Net gain on sales of investment securities	413		181		232			N/M		457		272		185			68
Net gain on mortgage banking activities	1,711		1,367		344			25		2,929		2,625		304			12
Other income	197		392		(195		)	(50	)	498		731		(233		)	(32	)
Total noninterest income	$	14,119	$	13,351	$	768		6	%	$	28,075	$	26,782	$	1,293		5	%

Table of Contents

Three and six months ended June 30, 2016 versus 2015

Noninterest income for the three months ended June 30, 2016 was $14.1 million, an increase of $768 thousand or 5.8% from the same period in the prior year. Noninterest income for the six months ended June 30, 2016 was $28.1 million, an increase of $1.3 million or 4.8% from the same period in the prior year. Insurance commission and fee income increased $481 thousand or 6.3% for the six months ended June 30, 2016, primarily due to an increase in contingent commission income and commercial premiums received in the first quarter of 2016. Bank owned life insurance income (BOLI) increased $324 thousand for the three months and $441 thousand for the six months ended June 30, 2016 mainly due to the purchase of policies totaling $8.0 million during the third quarter of 2015 and the transfer of policies totaling $9.8 million during 2015 to a higher yielding account structure. The net gain on mortgage banking activities increased $344 thousand for the three months and $304 thousand for the six months ended June 30, 2016, mainly due to an increase in mortgage volume during the second quarter of 2016. Funded first mortgage volume for the quarter increased $7.4 million or 12.99% compared to the same period in 2015.

Noninterest Expense

The operating costs of the Corporation are known as noninterest expense, and include, but are not limited to, salaries and benefits, commissions, occupancy, equipment, professional services, intangible expenses, acquisition-related costs, integration costs and restructuring charges and other expenses. Expense control is very important to the management of the Corporation, and every effort is made to contain and minimize the growth of operating expenses, and to provide technological innovation whenever practical, as operations change or expand.

The following table presents noninterest expense for the periods indicated:



	Three Months Ended June 30,				Change					Six Months Ended June 30,				Change
(Dollars in thousands)	2016		2015		Amount			Percent		2016		2015		Amount			Percent
Salaries and benefits	$	14,080	$	11,957	$	2,123		17	%	$	28,262	$	25,271	$	2,991		11	%
Commissions	2,363		2,155		208			10		4,258		3,969		289			7
Net occupancy	2,091		2,035		56			3		4,187		4,393		(206		)	(5	)
Equipment	2,116		1,708		408			24		4,004		3,397		607			18
Professional fees	947		1,066		(119		)	(11	)	1,967		1,873		94			5
Marketing and advertising	513		551		(38		)	(7	)	1,051		911		140			15
Deposit insurance premiums	418		422		(4		)	(1	)	865		834		31			4
Intangible expenses	996		893		103			12		1,766		1,679		87			5
Acquisition-related costs	1,158		41		1,117			N/M		1,372		507		865			N/M
Integration costs	27		110		(83		)	(75	)	33		1,484		(1,451		)	(98	)
Restructuring charges	—		1,642		(1,642		)	N/M		—		1,642		(1,642		)	N/M
Other expense	4,837		4,252		585			14		8,720		8,283		437			5
Total noninterest expense	$	29,546	$	26,832	$	2,714		10	%	$	56,485	$	54,243	$	2,242		4	%

Three and six months ended June 30, 2016 versus 2015

Noninterest expense for the three months ended June 30, 2016 was $29.5 million, an increase of $2.7 million or 10.1% from the same period in the prior year. Noninterest expense for the six months ended June 30, 2016 was $56.5 million, an increase of $2.2 million or 4.1% from the same period in the prior year. Salaries and benefit expense increased $2.1 million for the three months and $3.0 million for the six months ended June 30, 2016, primarily attributable to additional staff hired to support revenue generation across all business lines including the expansion into Lancaster County. Commissions expense increased $208 thousand for the three months and $289 thousand for the six months ended June 30, 2016, mainly due to increased production activity related to mortgage banking. Premises and equipment expenses increased $464 thousand for the three months and $401 thousand for the six months ended June 30, 2016, mainly due to increased investments in computer equipment and software. Noninterest expense for the three and six months ended June 30, 2016 included $1.2 million and $1.4 million, respectively, of acquisition-related and integration costs associated with the merger with Fox Chase. Noninterest expense for the three and six months ended June 30, 2015 included $1.8 million and $3.6 million, respectively, of integration and acquisition-related costs and restructuring charges.

Table of Contents

Tax Provision

The provision for income taxes for the three months ended June 30, 2016 and 2015 was $2.0 million and $2.3 million, at effective rates of 28% and 26%, respectively. The provision for income taxes for the six months ended June 30, 2016 and 2015 was $4.8 million and $4.4 million at effective rates of 28% and 26%, respectively. The effective tax rates reflect the benefits of tax-exempt income from investments in municipal securities, loans and bank-owned life insurance partially offset by non-deductible merger expenses. The increase in the average effective tax rate from the prior year is mainly due to non-deductible merger expenses of $1.1 million for the three months and $1.3 million for the six months ended June 30, 2016.

Financial Condition

Assets

The following table presents assets at the dates indicated:



	At June 30, 2016			At December 31, 2015			Change
(Dollars in thousands)	At June 30, 2016			At December 31, 2015			Amount			Percent
Cash, interest-earning deposits and federal funds sold	$	93,190		$	60,799		$	32,391		53	%
Investment securities	286,980			370,760			(83,780		)	(23	)
Loans held for sale	4,657			4,680			(23		)	—
Loans and leases held for investment	2,345,037			2,179,013			166,024			8
Reserve for loan and lease losses	(17,153		)	(17,628		)	475			3
Premises and equipment, net	44,437			42,156			2,281			5
Goodwill and other intangibles, net	124,334			125,277			(943		)	(1	)
Bank owned life insurance	72,565			71,560			1,005			1
Funds advanced for merger settlement	98,885			—			98,885			N/M
Accrued interest receivable and other assets	54,685			42,834			11,851			28
Total assets	$	3,107,617		$	2,879,451		$	228,166		8	%

Cash, Interest-earning Deposits and Federal Funds sold

Cash, interest-earning deposits and federal funds sold at June 30, 2016 increased $32.4 million from December 31, 2015 primarily due to an increase in federal funds sold. At June 30, 2016, the Corporation had outstanding federal funds sold to Fox Chase Bank of $48.5 million. This was partially offset by a decrease in cash at the Federal Reserve Bank.

Investment Securities

The investment portfolio is managed as part of the overall asset and liability management process to optimize income and market performance over an entire interest rate cycle while mitigating risk. Activity in this portfolio is undertaken primarily to manage liquidity and interest rate risk, to take advantage of market conditions that create more economically beneficial returns on these investments, and to collateralize public fund deposits. The securities portfolio consists primarily of U.S. Government agencies, municipals, residential mortgage-backed securities and corporate bonds.

Total investments at June 30, 2016 decreased $83.8 million from December 31, 2015. Sales of $74.0 million, maturities and pay-downs of $38.0 million and calls of $24.2 million were partially offset by purchases of $48.6 million and increases in the fair value of available-for-sale investment securities of $3.8 million. The increases in fair value of available-for-sale investment securities were primarily due to the decrease in long-term interest rates during 2016.

Loans and Leases

Gross loans and leases held for investment were $2.3 billion at June 30, 2016, an increase of $166.0 million or 7.6% from December 31, 2015. The growth in loans was primarily in commercial business, commercial real estate and residential real estate loans. Loan growth in the second quarter of 2016 resulted from new and existing customer relationships and the addition of new lenders due to continued market disruption created by other bank acquisitions. Additionally, during the second quarter the Corporation hired a lending team from Lancaster County and during the third quarter the Corporation will integrate the Fox Chase Bank lending team.

Table of Contents

Asset Quality

Performance of the entire loan and lease portfolio is reviewed on a regular basis by Bank management and lending officers. A number of factors regarding the borrower, such as overall financial strength, collateral values and repayment ability, are considered in deciding what actions should be taken when determining the collectability of interest for accrual purposes.

When a loan or lease, including a loan or lease that is impaired, is classified as nonaccrual, the accrual of interest on such a loan or lease is discontinued. A loan or lease is typically classified as nonaccrual when the contractual payment of principal or interest has become 90 days past due or management has serious doubts about the further collectability of principal or interest, even though the loan or lease is currently performing. A loan or lease may remain on accrual status if it is in the process of collection and is either guaranteed or well secured. When a loan or lease is placed on nonaccrual status, unpaid interest credited to income is reversed. Interest payments received on nonaccrual loans and leases are either applied against principal or reported as interest income, according to management’s judgment as to the collectability of principal.

Loans or leases are usually restored to accrual status when the obligation is brought current, has performed in accordance with the contractual terms for a reasonable period of time, and the ultimate collectability of the total contractual principal and interest is no longer in doubt.

At June 30, 2016, the recorded investment in loans held for investment and loans held for sale that were considered to be impaired was $44.0 million. The related reserve for loan losses was $410 thousand. At December 31, 2015, the recorded investment in loans that were considered to be impaired was $48.9 million. The related reserve for loan losses was $322 thousand. Impaired loans include nonaccrual loans and leases, accruing troubled debt restructured loans and lease modifications and other accruing impaired loans for which it is probable that not all principal and interest payments due will be collectible in accordance with the contractual terms. The amount of the specific reserve needed for these credits could change in future periods subject to changes in facts and judgments related to these credits. Specific reserves have been established based on current facts and management’s judgments about the ultimate outcome of these credits. Interest income recognized on impaired loans for the six months ended June 30, 2016 and 2015 was $766 thousand and $952 thousand, respectively. For the six months ended June 30, 2016 and 2015, additional interest income that would have been recognized under the original terms for impaired loans was $428 thousand and $589 thousand, respectively.

The impaired loan balances consisted mainly of commercial real estate and commercial business loans. Commercial real estate impaired loans were $26.8 million and $30.1 million at June 30, 2016 and December 31, 2015, respectively. Commercial business impaired loans were $12.5 million and $12.9 million at June 30, 2016 and December 31, 2015, respectively. Other real estate owned was $3.1 million at June 30, 2016, compared to $1.3 million at December 31, 2015. During the first quarter of 2016, three commercial real estate properties with a total fair value of $1.6 million and land with a fair value of $203 thousand were transferred to other real estate owned. During the second quarter of 2016, one commercial real estate property with a total fair value of $155 thousand was transferred to other real estate owned.

Table of Contents

Table 3—Nonaccrual and Past Due Loans and Leases; Troubled Debt Restructured Loans and Lease Modifications; Other Real Estate Owned; and Related Ratios

The following table details information pertaining to the Corporation’s non-performing assets at the dates indicated:



(Dollars in thousands)	At June 30, 2016			At December 31, 2015			At June 30, 2015
Nonaccrual loans and leases, including nonaccrual troubled debt restructured loans and lease modifications*:
Loans held for sale	$	—		$	—		$	4,000
Loans held for investment:
Commercial, financial and agricultural	5,463			6,915			5,888
Real estate—commercial	3,960			4,314			4,639
Real estate—construction	—			—			363
Real estate—residential	3,280			2,514			2,282
Lease financings	562			440			525
Total nonaccrual loans and leases, including nonaccrual troubled debt restructured loans and lease modifications*	13,265			14,183			17,697
Accruing troubled debt restructured loans and lease modifications not included in the above	4,413			5,245			6,099
Accruing loans and leases 90 days or more past due:
Real estate—residential	77			—			—
Loans to individuals	155			173			149
Lease financings	516			206			138
Total accruing loans and leases, 90 days or more past due	748			379			287
Total non-performing loans and leases	18,426			19,807			24,083
Other real estate owned	3,131			1,276			955
Total nonperforming assets	$	21,557		$	21,083		$	25,038
Nonaccrual loans and leases (including nonaccrual troubled debt restructured loans and lease modifications) / loans and leases held for investment and nonaccrual loans held for sale	0.57		%	0.65		%	0.84		%
Nonperforming loans and leases / loans and leases held for investment and nonaccrual loans held for sale	0.79			0.91			1.14
Nonperforming assets / total assets	0.69			0.73			0.90
Allowance for loan and lease losses / loans and leases held for investment	0.73			0.81			0.93
Allowance for loan and lease losses / loans and leases held for investment (excluding acquired loans at period-end)	0.82			0.94			1.12
Allowance for loan and lease losses / nonaccrual loans and leases held for investment	129.31			124.29			143.11
Allowance for loan and lease losses / nonperforming loans and leases held for investment	93.09			89.00			97.60
Allowance for loan and lease losses	$	17,153		$	17,628		$	19,602
Acquired credit impaired loans	$	942		$	1,253		$	1,876
* Nonaccrual troubled debt restructured loans and lease modifications included in nonaccrual loans and leases in the above table	$	1,396		$	93		$	2,826

Table of Contents

The following table provides additional information on the Corporation’s nonaccrual loans held for investment:



(Dollars in thousands)	At June 30, 2016			At December 31, 2015			At June 30, 2015
Total nonaccrual loans and leases, including nonaccrual troubled debt restructured loans and lease modifications	$	13,265		$	14,183		$	13,697
Nonaccrual loans and leases with partial charge-offs	5,671			6,451			5,237
Life-to-date partial charge-offs on nonaccrual loans and leases	2,807			3,853			3,119
Charge-off rate of nonaccrual loans and leases with partial charge-offs	33.1		%	37.4		%	37.3		%
Specific reserves on impaired loans	$	410		$	322		$	444

Reserve for Loan and Lease Losses

Management believes the reserve for loan and lease losses is maintained at a level that is appropriate at June 30, 2016 to absorb probable losses in the loan and lease portfolio. Management’s methodology to determine the adequacy of and the provisions to the reserve considers specific credit reviews, past loan and lease loss experience, current economic conditions and trends, and the volume, growth, and composition of the portfolio.

The reserve for loan and lease loss analysis takes into consideration the growth of the loan and lease portfolio, the status of past-due loans and leases, current economic conditions, various types of lending activity, policies, real estate and other loan commitments, and significant changes in charge-off activity. Impaired loans, including nonaccrual loans and leases, troubled debt restructured loans and other accruing impaired loans are evaluated individually. All other loans and leases are evaluated as pools. Based on historical loss experience and qualitative factors, loss factors are determined giving consideration to the areas noted in the preceding paragraph and applied to the pooled loan and lease categories to develop the general or allocated portion of the reserve.

The reserve for loan and lease losses is determined at the end of each quarter, and more frequently for management review purposes. Calculating the Corporation's reserve for loan and lease losses begins with the Bank's loan portfolio utilizing historical loss data as a starting point, while evaluating the impact of environmental factors in a quantitative manner as they relate to the collectability of outstanding loan obligations. The Corporation utilizes a rolling eight-quarter migration analysis and loss emergence period analysis to determine the annualized net expected loan loss experience.

Each quarter, the conditions that exist within the look-back period and loss emergence period are compared to current conditions to support a conclusion as to which qualitative adjustments are (or are not) deemed necessary for each loan portfolio segment. These factors are evaluated subjectively based on management's experience and supported by the Corporation's defined analytical metrics/drivers relative to the historical look-back period. Factors include, but are not limited to, asset quality trends, portfolio growth trends, changes in lending policies and management, economic trends, concentrations of credit risk and the impact of collateral dependent lending.

The reserve for loan and lease losses is based on management’s evaluation of the loan and lease portfolio under current economic conditions and such other factors, which deserve recognition in estimating loan and lease losses. This evaluation is inherently subjective, as it requires estimates including the amounts and timing of future cash flows expected to be received on impaired loans that may be susceptible to significant change. Additions to the reserve arise from the provision for loan and lease losses charged to operations or from the recovery of amounts previously charged off. Loan and lease charge-offs reduce the reserve. Loans and leases are charged off when there has been permanent impairment or when in the opinion of management the full amount of the loan or lease will not be realized. Certain impaired loans are reported at the loan’s observable market price or the fair value of the collateral if the loan is collateral dependent, or for certain loans, at the present value of expected future cash flows using the loan’s initial effective interest rate.

The reserve for loan and lease losses consists of an allocated reserve and unallocated reserve categories. The allocated reserve is comprised of reserves established on specific loans and leases, and class reserves based on historical loan and lease loss experience and qualitative factors, current trends, and management assessments. The unallocated reserve supports other risk considerations not readily quantifiable through the allocated reserve metrics outlined above, as well as the inherent imprecision of the reserve for loan and lease losses model complexity. These considerations include, but are not limited to, the improving credit risk profile of performing loans individually measured for impairment, less than fully seasoned home equity portfolio metrics and reclassification of loan settlement exposures.

Table of Contents

The specific reserve element is based on a regular analysis of impaired commercial and real estate loans. For these loans, the specific reserve established is based on an analysis of related collateral value, cash flow considerations and, if applicable, guarantor capacity.

The class reserve element is determined by an internal loan and lease grading process in conjunction with associated allowance factors. The Corporation revises the class allowance factors whenever necessary, but no less than quarterly, in order to address improving or deteriorating credit quality trends or specific risks associated with a given loan or lease pool classification.

The Corporation maintains a reserve in other liabilities for off-balance sheet credit exposures that currently are unfunded in categories with historical loss experience. The reserve for these off-balance sheet credits was $374 thousand and $381 thousand at June 30, 2016 and December 31, 2015, respectively.

Goodwill and Other Intangible Assets

Goodwill and other intangible assets have been recorded on the books of the Corporation in connection with acquisitions. The Corporation has core deposit and customer-related intangibles and mortgage servicing rights, which are not deemed to have an indefinite life and therefore will continue to be amortized over their useful life using the present value of projected cash flows. The amortization of intangible assets was $884 thousand and $916 thousand for the three months ended June 30, 2016 and 2015, respectively. The amortization of intangible assets was $1.7 million and $1.9 million for the six months ended June 30, 2016 and 2015, respectively. The Corporation also has goodwill with a net carrying value of $112.7 million at June 30, 2016 and December 31, 2015, which is deemed to be an indefinite intangible asset and is not amortized.

The Corporation completes a goodwill impairment analysis at least on an annual basis, or more often, if events and circumstances indicate that there may be impairment. The Corporation also completes an impairment test for other identifiable intangible assets on an annual basis or more often if events and circumstances indicate there may be impairment. There was no impairment of goodwill or identifiable intangibles during the six months ended June 30, 2016 and 2015. Since the last annual impairment analysis during 2015, there have been no circumstances to indicate impairment. There can be no assurance that future impairment assessments or tests will not result in a charge to earnings.

Funds Advanced for Merger Settlement

At June 30, 2016, the Corporation had $98.9 million in funds advanced for merger settlement. These funds are for payment to the Corporation's transfer agent for settlement of the Fox Chase merger completion.

Other Assets

At June 30, 2016 and December 31, 2015, the Bank held $6.6 million in Federal Reserve Bank stock as required by the Federal Reserve Bank. The Bank is a member of the FHLB, and as such, is required to hold FHLB stock as a condition of membership as determined by the FHLB. The Bank is required to hold additional stock in the FHLB in relation to the level of outstanding borrowings. The Bank held FHLB stock of $9.5 million and $2.2 million at June 30, 2016 and December 31, 2015, respectively. Additionally, the FHLB might require its members to increase their capital stock investments. Changes in the credit ratings of the U.S. government and federal agencies, including the FHLB, could increase the borrowing costs of the FHLB and possibly have a negative impact on the FHLB operations and long-term performance. It is possible this could have an adverse effect on the value of the Corporation’s investment in FHLB stock. The Corporation determined there was no other-than-temporary impairment of the investment in FHLB stock. Therefore, at June 30, 2016, the FHLB stock is recorded at cost.

Liabilities

The following table presents liabilities at the dates indicated:



(Dollars in thousands)	At June 30, 2016		At December 31, 2015		Change
(Dollars in thousands)	At June 30, 2016		At December 31, 2015		Amount			Percent
Deposits	$	2,377,084	$	2,394,360	$	(17,276	)	(1	)%
Short-term borrowings	260,216		24,211		236,005			N/M
Long-term borrowings	49,450		49,377		73			—
Accrued interest payable and other liabilities	51,707		49,929		1,778			4
Total liabilities	$	2,738,457	$	2,517,877	$	220,580		9	%

Table of Contents

Deposits

Total deposits declined $17.3 million or 0.7% from December 31, 2015. Declines in public fund time deposits were partially offset by growth in savings deposits and non-interest bearing demand deposits. During the second quarter of 2016, interest-bearing consumer demand deposits of approximately $92.4 million were transferred to noninterest-bearing deposits due to a product consolidation for existing customers.

Borrowings

Short-term borrowings increased by $236.0 million from December 31, 2015. Short-term borrowings at June 30, 2016 included borrowings from the FHLB of $156.0 million which were primarily used to fund loan growth. In addition, short-term borrowings included a bridge loan with a correspondent bank of $80.0 million which was paid off on July 1, 2016 in conjunction with the closing of the Fox Chase merger.

Shareholders’ Equity

The following table presents total shareholders’ equity at the dates indicated:



(Dollars in thousands)	At June 30, 2016			At December 31, 2015			Change
(Dollars in thousands)	At June 30, 2016			At December 31, 2015			Amount		Percent
Common stock	$	110,271		$	110,271		$	—	—	%
Additional paid-in capital	121,399			121,280			119		—
Retained earnings	198,156			193,446			4,710		2
Accumulated other comprehensive loss	(14,370		)	(16,708		)	2,338		14
Treasury stock	(46,296		)	(46,715		)	419		1
Total shareholders’ equity	$	369,160		$	361,574		$	7,586	2	%

The increase in shareholder's equity at June 30, 2016 of $7.6 million from December 31, 2015 was primarily related to a $4.7 million increase to retained earnings. Retained earnings at June 30, 2016 were impacted by the six months of net income of $12.5 million partially offset by cash dividends declared of $7.8 million. Accumulated other comprehensive loss decreased by $2.3 million mainly attributable to increases in the fair value of available-for-sale investment securities.

Capital Adequacy

The Corporation and the Bank are subject to various regulatory capital requirements administered by the federal banking agencies. Failure to meet minimum capital requirements can initiate certain mandatory and possibly additional discretionary actions by regulators that, if undertaken, could have a direct material effect on the Corporation’s and the Bank’s financial statements. Capital adequacy guidelines, and additionally for the Bank the prompt corrective action regulations, involve quantitative measures of assets, liabilities, and certain off-balance-sheet items calculated under regulatory accounting practices. Capital amounts and classifications are also subject to qualitative judgments by regulators about components, risk weighting and other factors.

Quantitative measures established by regulation to ensure capital adequacy require the Corporation and the Bank to maintain minimum amounts and ratios (set forth in the following table) of Total and Tier 1 capital (as defined in the regulations) to risk-weighted assets (as defined), and of Tier 1 capital (as defined) to average assets (as defined), or leverage ratio.

In July 2013, the federal bank regulatory agencies adopted final rules revising the agencies’ capital adequacy guidelines and prompt corrective action rules, designed to enhance such requirements and implement the revised standards of the Basel Committee on Banking Supervision, commonly referred to as Basel III. The new minimum capital requirements were effective on January 1, 2015. Under the new rules, in order to avoid limitations on capital distributions (including dividend payments and certain discretionary bonus payments to executive officers), a banking organization must hold a capital conservation buffer comprised of common equity Tier 1 capital above its minimum risk-based capital requirements in an amount greater than 2.5% of total risk-weighted assets. The capital conservation buffer requirements phase in over a four-year period beginning January 1, 2016.

The Corporation adopted the new Basel III regulatory capital rules during the first quarter of 2015 under the transition rules, primarily relating to regulatory deductions and adjustments impacting common equity tier 1 capital and tier 1 capital, to be phased in over a three-year period beginning January 1, 2015. Under Basel III rules, the decision was made to opt-out of including accumulated other comprehensive income in regulatory capital. During 2016, the Corporation and the Bank must hold a capital

Table of Contents

conservation buffer comprised of common equity Tier 1 capital above its minimum risk-based capital requirements in an amount greater than .625% of total risk-weighted assets in order to avoid limitations on capital distributions. Total risk-based capital at June 30, 2016 was 12.77% for the Corporation and 11.45% for the Bank, well in excess of the regulatory minimum for well-capitalized status of 10%. The regulatory capital ratios for the Corporation and the Bank at June 30, 2016 were well in excess of the regulatory minimum requirements including the capital conservation buffer requirements.

Table 4—Regulatory Capital

The Corporation's and Bank's actual and required capital ratios as of June 30, 2016 and December 31, 2015 under BASEL III regulatory capital rules were as follows.



	Actual				For Capital Adequacy Purposes				To Be Well-Capitalized Under Prompt Corrective Action Provisions
(Dollars in thousands)	Amount		Ratio		Amount		Ratio		Amount		Ratio
At June 30, 2016
Total Capital (to Risk-Weighted Assets):
Corporation	$	338,914	12.77	%	$	212,241	8.00	%	$	265,301	10.00	%
Bank	301,063		11.45		210,267		8.00		262,834		10.00
Tier 1 Capital (to Risk-Weighted Assets):
Corporation	271,658		10.24		159,180		6.00		212,241		8.00
Bank	283,257		10.78		157,701		6.00		210,267		8.00
Tier 1 Common Capital (to Risk-Weighted Assets):
Corporation	271,658		10.24		119,385		4.50		172,446		6.50
Bank	283,257		10.78		118,275		4.50		170,842		6.50
Tier 1 Capital (to Average Assets):
Corporation	271,658		9.90		109,708		4.00		137,134		5.00
Bank	283,257		10.44		108,553		4.00		135,691		5.00
At December 31, 2015
Total Capital (to Risk-Weighted Assets):
Corporation	$	334,757	13.35	%	$	200,613	8.00	%	$	250,766	10.00	%
Bank	300,527		12.09		198,816		8.00		248,521		10.00
Tier 1 Capital (to Risk-Weighted Assets):
Corporation	267,098		10.65		150,460		6.00		200,613		8.00
Bank	282,245		11.36		149,112		6.00		198,816		8.00
Tier 1 Common Capital (to Risk-Weighted Assets):
Corporation	267,098		10.65		112,845		4.50		162,998		6.50
Bank	282,245		11.36		111,834		4.50		161,538		6.50
Tier 1 Capital (to Average Assets):
Corporation	267,098		9.69		110,227		4.00		137,783		5.00
Bank	282,245		10.31		109,480		4.00		136,850		5.00

At June 30, 2016 and December 31, 2015, management believes that the Corporation and the Bank continued to meet all capital adequacy requirements to which they are subject. The Corporation, like other bank holding companies, currently is required to maintain Tier 1 Capital and Total Capital equal to at least 6.0% and 8.0%, respectively, of total risk-weighted assets (including various off-balance-sheet items). The Bank, like other depository institutions, is required to maintain similar capital levels under capital adequacy guidelines. During 2016, the Corporation and the Bank must hold a capital conservation buffer comprised of common equity Tier 1 capital above its minimum risk-based capital requirements in an amount greater than .625% of total risk-weighted assets in order to avoid limitations on capital distributions. For a depository institution to be considered “well capitalized” under the regulatory framework for prompt corrective action, Tier 1 and Total Capital ratios must be at least 8.0% and 10.0% on a risk-adjusted basis, respectively. At June 30, 2016, the Bank is categorized as “well capitalized” under the regulatory framework for prompt corrective action. There are no conditions or events since that notification that management believes have changed the

Table of Contents

Bank’s category. The Corporation will continue to analyze the impact of the new rules as it grows and as the capital conservation buffer requirements are phased in.

Asset/Liability Management

The primary functions of Asset/Liability Management are to assure adequate earnings, capital and liquidity while maintaining an appropriate balance between interest-earning assets and interest-bearing liabilities. Liquidity management involves the ability to meet cash flow requirements of customers and corporate needs. Interest-rate sensitivity management seeks to avoid fluctuating net interest margins and to enhance consistent growth of net interest income through periods of changing rates.

The Corporation uses both interest-sensitivity gap analysis and simulation modeling to quantify exposure to interest rate risk. The Corporation uses the gap analysis to identify and monitor long-term rate exposure and uses a simulation model to measure the short-term rate exposures. The Corporation runs various earnings simulation scenarios to quantify the effect of declining or rising interest rates on the net interest margin over a one-year and two-year horizon. The simulation uses existing portfolio rate and re-pricing information, combined with assumptions regarding future loan and deposit growth, future spreads, prepayment speeds on loans, and the discretionary pricing of non-maturity assets and liabilities. The Corporation is in a liability sensitive position from both a short-term maturity perspective and a short-term re-pricing perspective, as interest rates remain at historically low levels. Despite being liability sensitive, the Corporation projects increased net interest income in rising rate scenarios as the magnitude of the asset pricing change exceeds the liability pricing change.

Liquidity

The Corporation, in its role as a financial intermediary, is exposed to certain liquidity risks. Liquidity refers to the Corporation’s ability to ensure that sufficient cash flow and liquid assets are available to satisfy demand for loans and deposit withdrawals. The Corporation manages liquidity risk by measuring and monitoring liquidity sources and estimated funding needs. The Corporation has a contingency funding plan in place to address liquidity needs in the event of an institution-specific or a systemic financial crisis.

Sources of Funds

Core deposits and customer repurchase agreements have historically been the most significant funding sources for the Corporation. These deposits and repurchase agreements are primarily generated from a base of consumer, business and public customers primarily located in Bucks, Montgomery and Philadelphia counties, Pennsylvania. The Corporation faces increased competition for these deposits from a large array of financial market participants, including banks, credit unions, savings institutions, mutual funds, security dealers and others.

The Corporation supplements its core funding with money market funds it holds for the benefit of various trust accounts. These funds are fully collateralized by the Bank’s investment portfolio and bear interest at current money market mutual fund rates. This funding source is subject to changes in the asset allocations of the trust accounts.

The Corporation, through the Bank, has short-term and long-term credit facilities with the FHLB with a maximum borrowing capacity of approximately $829.2 million. At June 30, 2016 and December 31, 2015, overnight and short-term borrowings with the FHLB were $156.0 million and $0 million, respectively. At June 30, 2016 and December 31, 2015, the Bank had outstanding short-term letters of credit with the FHLB totaling $178.1 million and $170.2 million, respectively, which were utilized to collateralize public funds deposits. The maximum borrowing capacity with the FHLB changes as a function of qualifying collateral assets as well as the FHLB’s internal credit rating of the Bank, and the amount of funds received may be reduced by additional required purchases of FHLB stock.

The Corporation has a $10.0 million line of credit with a correspondent bank. At June 30, 2016, the Corporation had no outstanding borrowings under this line. At June 30, 2016, the Corporation had a short-term bridge loan with a correspondent bank of $80.0 million.

The Corporation, through the Bank, maintains federal fund lines with several correspondent banks totaling $262.0 million and $122.0 million at June 30, 2016 and December 31, 2015, respectively. At June 30, 2016 and December 31, 2015, the Corporation had no outstanding federal funds purchased with these correspondent banks. Future availability under these lines is subject to the prerogatives of the granting banks and may be withdrawn at will.

Table of Contents

The Corporation, through the Bank, has an available line of credit at the Federal Reserve Bank of Philadelphia, the amount of which is dependent upon the balance of loans and securities pledged as collateral. At June 30, 2016 and December 31, 2015, the Corporation had no outstanding borrowings under this line.

Cash Requirements

The Corporation has cash requirements for various financial obligations, including contractual obligations and commitments that require cash payments. The most significant contractual obligation, in both the under and over one year time period, is for the Bank to repay certificates of deposit. The Bank anticipates meeting these obligations by continuing to provide convenient depository and cash management services through its financial center network, thereby replacing these contractual obligations with similar fund sources at rates that are competitive in our market.

Commitments to extend credit are the Bank’s most significant commitment in both the under and over one year time periods. These commitments do not necessarily represent future cash requirements in that these commitments often expire without being drawn upon.

Recent Accounting and Tax Pronouncements

For information regarding recent accounting pronouncements, refer to Footnote 1, “Summary of Significant Accounting Policies” of this Form 10-Q.

On July 11, 2016 the Pennsylvania State General Assembly passed, and the Governor signed, amendments to the Tax Reform Code (TRC) providing revenues to support the new spending package. The TRC bill makes significant changes to the Bank Shares Tax (BST). The final BST agreement includes a .95 percent rate (an increase of 6 basis points over the current .89 percent rate) with no retroactivity, as well as clarification language codified into law that allows both Method 1 and Method 2 receipts apportionment, and maintains the deductibility of goodwill. This will impact the Bank's Shares Tax recognized in 2017. Based on current pro forma combined financial statements for the Bank and Fox Chase Bank, this would increase the 2017 Bank Shares Tax by approximately $270 thousand, or a negative impact to net income of $174 thousand.


Item 3.	Quantitative and Qualitative Disclosures About Market Risk

No material changes in the Corporation’s market risk or market strategy occurred during the current period. A detailed discussion of market risk is provided in the Corporation's Annual Report on Form 10-K for the period ended December 31, 2015.


Item 4.	Controls and Procedures

Evaluation of Disclosure Controls and Procedures

Management is responsible for the disclosure controls and procedures of the Corporation. Disclosure controls and procedures are controls and other procedures of an issuer that are designed to ensure that information required to be disclosed by the issuer in the reports that it files or submits under the Securities Exchange Act of 1934 is recorded, processed, summarized and reported within the time periods required by the SEC’s rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be so disclosed by an issuer is accumulated and communicated to the issuer’s management, including its principal executive and principal financial officers, or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure. As of the end of the period covered by this report, an evaluation was performed under the supervision and with the participation of the Corporation’s management, including the Chief Executive Officer (Principal Executive Officer) and Chief Financial Officer (Principal Financial and Accounting Officer), of the effectiveness of the design and operation of the Corporation’s disclosure controls and procedures. Based on that evaluation, the Corporation’s Chief Executive Officer and Chief Financial Officer concluded that the disclosure controls and procedures were effective as of June 30, 2016.

Changes in Internal Control over Financial Reporting

There were no changes in the Corporation’s internal control over financial reporting (as defined in Rule 13a-15(f)) during the quarter ended June 30, 2016 that materially affected, or are reasonably likely to materially affect, the Corporation’s internal control over financial reporting.

Table of Contents

PART II. OTHER INFORMATION


Item 1.	Legal Proceedings

Management is not aware of any litigation that would have a material adverse effect on the consolidated balance sheet or statement of income of the Corporation. There are no material proceedings pending other than the ordinary routine litigation incident to the business of the Corporation. In addition, there are no material proceedings pending or known to be threatened or contemplated against the Corporation or the Bank by government authorities.


Item 1A.	Risk Factors

There have been no material changes in risk factors from those disclosed under Item 1A, “Risk Factors.” in the Corporation’s Annual Report on Form 10-K for the year ended December 31, 2015.


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

The following table provides information on repurchases by the Corporation of its common stock under the Corporation's Board approved program.



ISSUER PURCHASES OF EQUITY SECURITIES
Period	Total Number of Shares Purchased	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 Plans or Programs
April 1 – 30, 2016	—	$	—	—	1,080,246
May 1 – 31, 2016	—	—		—	1,080,246
June 1 – 30, 2016	—	—		—	1,080,246
Total	—	$	—	—


1.	Transactions are reported as of trade dates.

On October 23, 2013, the Corporation’s Board of Directors approved a new stock repurchase plan for the repurchase of up to 800,000 shares, or approximately 5% of the shares outstanding. On May 27, 2015, the Corporation's Board of Directors approved an increase of 1,000,000 shares available for repurchase under the Corporation's share repurchase program, or approximately 5% of the Corporation's common stock outstanding as of May 27, 2015. The repurchased shares limit is net of normal treasury activity such as purchases to fund the dividend reinvestment, employee stock purchase and equity compensation plans. The program has no scheduled expiration date and the Board of Directors has the right to suspend or discontinue the program at any time.


Item 3.	Defaults Upon Senior Securities

None.


Item 4.	Mine Safety Disclosures

Not Applicable.


Item 5.	Other Information

None.

Table of Contents


Item 6.	Exhibits



a.	Exhibits

	Exhibit 2.1	Agreement and Plan of Merger by and between Univest Corporation of Pennsylvania and Fox Chase Bancorp, Inc. dated as of December 8, 2015 is incorporated by reference to Exhibit 2.1 of Form 8-K, filed with the SEC on December 11, 2015.

	Exhibit 3.1	Amended and Restated Articles of Incorporation are incorporated by reference to Exhibit 3.1 of Form 8-K, filed with the SEC on April 22, 2015.

	Exhibit 3.2	Amended By-Laws effective January 1, 2015 are incorporated by reference to Exhibit 3.2 of Form 8-K, filed with the SEC on January 2, 2015.

	Exhibit 10.1	Form of Change in Control Agreement dated February 26, 2016 between Univest Corporation of Pennsylvania, Univest Bank and Trust Co. and certain executive officers is incorporated by reference to Form 8-K, filed with the SEC on March 2, 2016.

	Exhibit 31.1	Certification of Jeffrey M. Schweitzer, President and Chief Executive Officer of the Corporation, pursuant to Rule 13a-14(a) of the Exchange Act, as enacted by Section 302 of the Sarbanes-Oxley Act of 2002.

	Exhibit 31.2	Certification of Roger S. Deacon, Senior Executive Vice President and Chief Financial Officer of the Corporation, pursuant to Rule 13a-14(a) of the Exchange Act, as enacted by Section 302 of the Sarbanes-Oxley Act of 2002.

	Exhibit 32.1	Certification of Jeffrey M. Schweitzer, President and Chief Executive Officer of the Corporation, pursuant to 18 United States Code Section 1350, as enacted by Section 906 of the Sarbanes-Oxley Act of 2002.

	Exhibit 32.2	Certification of Roger S. Deacon, Senior Executive Vice President and Chief Financial Officer of the Corporation, pursuant to 18 United States Code Section 1350, as enacted by Section 906 of the Sarbanes-Oxley Act of 2002.

	Exhibit 101.INS	XBRL Instance Document

	Exhibit 101.SCH	XBRL Taxonomy Extension Schema Document

	Exhibit 101.CAL	XBRL Taxonomy Extension Calculation Linkbase Document

	Exhibit 101.LAB	XBRL Taxonomy Extension Label Linkbase Document

	Exhibit 101.PRE	XBRL Taxonomy Extension Presentation Linkbase Document

	Exhibit 101.DEF	XBRL Taxonomy Extension Definition Linkbase Document

Table of Contents

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.



	Univest Corporation of Pennsylvania
	(Registrant)

Date: August 8, 2016	/s/ Jeffrey M. Schweitzer
	Jeffrey M. Schweitzer President and Chief Executive Officer (Principal Executive Officer)

Date: August 8, 2016	/s/ Roger S. Deacon
	Roger S. Deacon Senior Executive Vice President and Chief Financial Officer (Principal Financial and Accounting Officer)