FARMERS NATIONAL BANC CORP /OH/ (Form: 10-Q, Received: 08/09/2011 06:09:51)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10-Q

Quarterly Report Under Section 13 or 15(d) of the
Securities Exchange Act of 1934

For the Quarterly period ended June 30, 2011

Commission file number 0-12055

FARMERS NATIONAL BANC CORP.

(Exact name of registrant as specified in its charter)


OHIO		34-1371693

(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification No)

20 South Broad Street


Canfield, OH		44406

(Address of principal executive offices)		(Zip Code)

(330) 533-3341

(Registrant’s telephone number, including area code)

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 þ No o

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

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 definitions of “large accelerated filer,” “accelerated filer,” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.


Large accelerated filer o		Accelerated filer þ		Non-accelerated filer o		Smaller reporting company o

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

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


Class		Outstanding at July 31, 2011

Common Stock, No Par Value		18,700,453 shares


	Page Number
PART I — FINANCIAL INFORMATION

Item 1 Financial Statements (Unaudited)

Included in Part I of this report:

Farmers National Banc Corp. and Subsidiaries

Consolidated Balance Sheets		1

Consolidated Statements of Income and Comprehensive Income		2

Consolidated Statements of Cash Flows		3

Notes to Unaudited Consolidated Financial Statements		4-20

Item 2 Management’s Discussion and Analysis of Financial Condition and Results of Operations		21-32

Item 3 Quantitative and Qualitative Disclosures About Market Risk		33

Item 4 Controls and Procedures		33

PART II — OTHER INFORMATION

Item 1 Legal Proceedings		34

Item 1A Risk Factors		34

Item 2 Unregistered Sales of Equity Securities and Use of Proceeds		34

Item 3 Defaults Upon Senior Securities		34

Item 4 (Removed and Reserved)		34

Item 5 Other Information		34

Item 6 Exhibits		34-35

SIGNATURES		36

10-Q Certifications

Section 906 Certifications

Exhibit 3.2
Exhibit 31.a
Exhibit 31.b
Exhibit 32.a
Exhibit 32.b
EX-101 INSTANCE DOCUMENT
EX-101 SCHEMA DOCUMENT
EX-101 CALCULATION LINKBASE DOCUMENT
EX-101 LABELS LINKBASE DOCUMENT
EX-101 PRESENTATION LINKBASE DOCUMENT

CONSOLIDATED BALANCE SHEETS

FARMERS NATIONAL BANC CORP. AND SUBSIDIARIES

(Unaudited)


	(In Thousands of Dollars)
	June 30,			December 31,
	2011			2010

ASSETS
Cash and due from banks	$	28,170		$	30,772
Federal funds sold		16,969			6,533

TOTAL CASH AND CASH EQUIVALENTS		45,139			37,305


Securities available for sale		358,335			314,347

Loans		568,704			590,367
Less allowance for loan losses		10,876			9,307

NET LOANS		557,828			581,060


Premises and equipment, net		14,599			13,944
Bank owned life insurance		14,699			11,529
Goodwill		3,709			3,709
Other intangibles		2,956			3,211
Other assets		16,956			17,646

TOTAL ASSETS	$	1,014,221		$	982,751


LIABILITIES AND STOCKHOLDERS’ EQUITY
Deposits:
Noninterest-bearing	$	81,550		$	77,728
Interest-bearing		688,513			683,322

TOTAL DEPOSITS		770,063			761,050


Short-term borrowings		108,720			105,634
Long-term borrowings		23,572			24,733
Other liabilities		3,290			3,286

TOTAL LIABILITIES		905,645			894,703


Commitments and contingent liabilities

Stockholders’ Equity:
Common Stock — Authorized 25,000,000 shares; issued 18,700,466 in 2011 and 15,699,184 in 2010		104,012			96,142
Retained (deficit) earnings		(2,155	)		14,502
Accumulated other comprehensive income		6,719			2,907
Treasury stock, at cost; 13 shares in 2011 and 2,053,149 in 2010		0			(25,503	)

TOTAL STOCKHOLDERS’ EQUITY		108,576			88,048

TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY	$	1,014,221		$	982,751

See accompanying notes

CONSOLIDATED STATEMENTS OF INCOME AND COMPREHENSIVE INCOME

FARMERS NATIONAL BANC CORP. AND SUBSIDIARIES

(Unaudited)


	(In Thousands except Per Share Data)
	For the Three Months Ended					For the Six Months Ended
	June 30,		June 30,			June 30,		June 30,
	2011		2010			2011		2010

INTEREST AND DIVIDEND INCOME
Loans, including fees	$	8,354	$	9,192		$	16,820	$	18,424
Taxable securities		2,048		2,261			3,917		4,502
Tax exempt securities		729		584			1,468		1,175
Dividends		53		47			99		100
Federal funds sold		10		15			19		24

TOTAL INTEREST AND DIVIDEND INCOME		11,194		12,099			22,323		24,225


INTEREST EXPENSE
Deposits		1,684		2,420			3,382		5,165
Short-term borrowings		104		234			201		519
Long-term borrowings		249		269			500		551

TOTAL INTEREST EXPENSE		2,037		2,923			4,083		6,235

NET INTEREST INCOME		9,157		9,176			18,240		17,990
Provision for loan losses		1,075		1,600			2,950		4,378

NET INTEREST INCOME AFTER
PROVISION FOR LOAN LOSSES		8,082		7,576			15,290		13,612


NONINTEREST INCOME
Service charges on deposit accounts		500		497			973		975
Bank owned life insurance income, including death benefits		119		131			278		257
Trust fees		1,365		1,197			2,703		2,429
Security gains (losses)		0		(3	)		0		(3	)
Insurance agency commissions		28		110			92		172
Investment commissions		263		129			454		240
Other operating income		419		660			811		987

TOTAL NONINTEREST INCOME		2,694		2,721			5,311		5,057


NONINTEREST EXPENSES
Salaries and employee benefits		4,483		4,099			8,671		8,076
Occupancy and equipment		922		892			1,838		1,817
State and local taxes		238		224			485		456
Professional fees		267		381			503		690
Advertising		211		147			356		277
FDIC insurance		244		317			592		620
Intangible amortization		112		145			255		290
Core processing charges		245		237			490		476
Other operating expenses		1,370		1,203			2,716		2,475

TOTAL NONINTEREST EXPENSES		8,092		7,645			15,906		15,177

INCOME BEFORE INCOME TAXES		2,684		2,652			4,695		3,492
INCOME TAXES		567		618			888		611

NET INCOME	$	2,117	$	2,034		$	3,807	$	2,881

OTHER COMPREHENSIVE INCOME, NET OF TAX:
Change in net unrealized gains on securities, net of reclassifications		3,769		2,988			3,812		4,055

COMPREHENSIVE INCOME	$	5,886	$	5,022		$	7,619	$	6,936


NET INCOME PER SHARE — basic and diluted	$	0.11	$	0.15		$	0.21	$	0.21


DIVIDENDS PER SHARE	$	0.03	$	0.03		$	0.06	$	0.06

See accompanying notes

CONSOLIDATED STATEMENTS OF CASH FLOWS

FARMERS NATIONAL BANC CORP. AND SUBSIDIARIES

(Unaudited)


	(In Thousands of Dollars)
	Six Months Ended
	June 30,			June 30,
	2011			2010

CASH FLOWS FROM OPERATING ACTIVITIES
Net income	$	3,807		$	2,881
Adjustments to reconcile net income to net cash from operating activities:
Provision for loan losses		2,950			4,378
Depreciation and amortization		829			861
Net amortization of securities		2,540			504
Security (gains) losses		0			3
Loss on sale of other real estate owned		29			48
Income on bank owned life insurance		(278	)		(257	)
Net change in other assets and liabilities		(1,139	)		863

NET CASH FROM OPERATING ACTIVITIES		8,738			9,281

CASH FLOWS FROM INVESTING ACTIVITIES
Proceeds from maturities and repayments of securities available for sale		19,251			27,489
Proceeds from sales of securities available for sale		3,361			1,896
Purchases of securities available for sale		(63,277	)		(39,014	)
Loan originations and payments, net		19,845			(7,560	)
Proceeds from sale of other real estate owned		141			354
Purchase of bank owned life insurance		(3,000	)		0
Proceeds from BOLI death benefit		108			0
Additions to premises and equipment		(1,179	)		(632	)

NET CASH FROM INVESTING ACTIVITIES		(24,750	)		(17,467	)

CASH FLOWS FROM FINANCING ACTIVITIES
Net change in deposits		9,013			(16,873	)
Net change in short-term borrowings		3,086			11,999
Repayment of Federal Home Loan Bank borrowings and other debt		(1,161	)		(1,889	)
Cash dividends paid		(1,119	)		(813	)
Proceeds from dividend reinvestment		255			240
Net proceeds from issuance of common shares		13,772			0

NET CASH FROM FINANCING ACTIVITIES		23,846			(7,336	)

NET CHANGE IN CASH AND CASH EQUIVALENTS		7,834			(15,522	)

Beginning cash and cash equivalents		37,305			51,160

Ending cash and cash equivalents	$	45,139		$	35,638


Supplemental cash flow information:
Interest paid	$	4,108		$	6,435
Income taxes paid	$	2,085		$	50

Supplemental noncash disclosures:
Transfer of loans to other real estate	$	437		$	173

See accompanying notes

NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

Principles of Consolidation:

Farmers National Banc Corp. (the “Company”) is a multi-bank holding company registered under the Bank Holding Company Act of 1956, as amended. The Company provides full banking services through its nationally chartered subsidiary, The Farmers National Bank of Canfield (the “Bank”). The Company provides trust services through its subsidiary, Farmers Trust Company (the “Trust”), and insurance services through the Bank’s subsidiary, Farmers National Insurance. The consolidated financial statements include the accounts of the Company, the Bank, the Trust and Farmers National Insurance. All significant intercompany balances and transactions have been eliminated in the consolidation.

Basis of Presentation:

The unaudited condensed consolidated financial statements have been prepared in conformity with the instructions to Form 10-Q and Article 10 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by U.S. generally accepted accounting principles (“U.S. GAAP”) for complete financial statements. The financial statements should be read in conjunction with the consolidated financial statements and notes thereto included in the Company’s 2010 Annual Report to Shareholders included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2010. The interim consolidated financial statements include all adjustments (consisting of only normal recurring items) that, in the opinion of management, are necessary for a fair presentation of the financial position and results of operations for the periods presented. The results of operations for the interim periods disclosed herein are not necessarily indicative of the results that may be expected for a full year.

Estimates:

To prepare financial statements in conformity with U.S. GAAP, management makes estimates and assumptions based on available information. These estimates and assumptions affect the amounts reported in the financial statements and the disclosures provided, and future results could differ. The allowance for loan losses, deferred tax assets, carrying amount of goodwill and fair values of financial instruments are particularly subject to change.

Segments:

The Company provides a broad range of financial services to individuals and companies in northeastern Ohio. While the Company’s chief decision makers monitor the revenue streams of the various products and services, operations are managed and financial performance is primarily aggregated and reported in two lines of business, the Bank segment and the Trust segment.

Shareholders’ Equity:

The Company successfully completed a rights and public offering of 5,000,000 common shares in January 2011. As part of this rights offering the Company issued 2,946,864 shares of authorized but unissued shares and reissued 2,053,136 shares of treasury stock. Total proceeds from the offering net of offering costs of $1.2 million were $13.8 million. Since the Company’s cost basis of the treasury shares was greater than the price paid for stock issued in the rights offering, the difference of $19.3 million was recorded as a reduction to retained earnings. Other changes to retained earnings for the six months ended June 30, 2011 were net income of $3.8 million and partially offset by dividends paid to shareholders of $1.1 million. In addition to the rights and public offering, common stock increased by $255 thousand during the six months ended June 30, 2011 due to the issuance of 54,418 shares of stock through the Company’s dividend reinvestment program. Accumulated other comprehensive income increased $3,8 million from December 31, 2010 to June 30, 2011 due to the after tax impact of increases in fair value of securities available for sale during that period.

Securities:

The following table summarizes the amortized cost and fair value of the available-for-sale investment securities portfolio at June 30, 2011 and December 31, 2010 and the corresponding amounts of unrealized gains and losses recognized in accumulated other comprehensive income were as follows:


			Gross		Gross
(In Thousands of Dollars)	Amortized		Unrealized		Unrealized			Fair
June 30, 2011	Cost		Gains		Losses			Value
U.S. Treasury and U.S. government sponsored entities	$	87,200	$	3,750	$	(15	)	$	90,935
State and political subdivisions		80,045		2,456		(691	)		81,810
Mortgage-backed securities — residential		157,505		4,620		(395	)		161,730
Collateralized mortgage obligations		22,850		238		0			23,088
Equity securities		149		373		(16	)		506
Other securities		250		16		0			266


Totals	$	347,999	$	11,453	$	(1,117	)	$	358,335


(In Thousands of Dollars) December 31, 2010
U.S. Treasury and U.S. government sponsored entities	$	67,376	$	2,768	$	(166	)	$	69,978
State and political subdivisions		81,397		1,215		(2,146	)		80,466
Mortgage-backed securities — residential		140,681		4,099		(1,003	)		143,777
Collateralized mortgage obligations		20,021		1		(362	)		19,660
Equity securities		149		66		(16	)		199
Other securities		250		17		0			267


Totals	$	309,874	$	8,166	$	(3,693	)	$	314,347

There was one security sale during the three and six month periods ended June 30, 2011. Proceeds from the sale were $3.4 million with no gain or loss recognized. Proceeds from sales of securities were $1.9 million for the three and six month periods ended June 30, 2010. Gross losses of $3 thousand were realized on these sales, during the second quarter of 2010.

The amortized cost and fair value of the debt securities portfolio are shown by expected maturity. Expected maturities may differ from contractual maturities if issuers have the right to call or prepay obligations with or without call or prepayment penalties. Mortgage backed securities are not due at a single maturity date and are shown separately.


	June 30, 2011
	Amortized		Fair
(In Thousands of Dollars)	Cost		Value
Maturity
Within one year	$	4,300	$	4,385
One to five years		98,306		102,048
Five to ten years		40,161		40,699
Beyond ten years		24,728		25,879
Mortgage-backed and CMO securities		180,355		184,818

Total	$	347,850	$	357,829

The following table summarizes the investment securities with unrealized losses at June 30, 2011 and December 31, 2010, aggregated by major security type and length of time in a continuous unrealized loss position:


	Less Than 12 Months					12 Months or Longer					Total
(In Thousands of Dollars)	Fair		Unrealized			Fair		Unrealized			Fair		Unrealized
June 30, 2011	Value		Losses			Value		Losses			Value		Losses
Available-for-sale
U.S. Treasury and U.S. government-sponsored entities	$	4,976	$	(10	)	$	288	$	(5	)	$	5,264	$	(15	)
State and political subdivisions		22,234		(580	)		851		(111	)		23,085		(691	)
Mortgage-backed securities — residential		43,337		(395	)		25		(0	)		43,362		(395	)
Equity securities		0		0			7		(16	)		7		(16	)


Total	$	70,547	$	(985	)	$	1,171	$	(132	)	$	71,718	$	(1,117	)


	Less Than 12 Months					12 Months or Longer					Total
(In Thousands of Dollars)	Fair		Unrealized			Fair		Unrealized			Fair		Unrealized
December 31, 2010	Value		Losses			Value		Losses			Value		Losses
Available-for-sale
U.S. Treasury and U.S. government-sponsored entities	$	8,458	$	(160	)	$	313	$	(6	)	$	8,771	$	(166	)
State and political subdivisions		36,118		(1,981	)		790		(165	)		36,908		(2,146	)
Mortgage-backed securities — residential		45,567		(1,002	)		26		(1	)		45,593		(1,003	)
Collateralized mortgage obligations		19,594		(362	)		0		0			19,594		(362	)
Equity securities		0		0			8		(16	)		8		(16	)


Total	$	109,737	$	(3,505	)	$	1,137	$	(188	)	$	110,874	$	(3,693	)

Other-Than-Temporary-Impairment

Management evaluates securities for other-than-temporary impairment (“OTTI”) at least on a quarterly basis, and more frequently when economic or market conditions warrant such an evaluation. Investment securities are generally evaluated for OTTI under Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) 320, Investments — Debt and Equity Securities . Consideration is given to the length of time and the extent to which the fair value has been less than cost, the financial condition and near-term prospects of the issuer, whether the market decline was affected by macroeconomic conditions and whether the Company has the intent to sell the debt security or more likely than not will be required to sell the debt security before its anticipated recovery. In analyzing an issuer’s financial condition, the Company may consider whether the securities are issued by the federal government or its agencies, or U.S. government sponsored enterprises, whether downgrades by bond rating agencies have occurred, and the results of reviews of the issuer’s financial condition. The assessment of whether an other-than-temporary decline exists involves a high degree of subjectivity and judgment and is based on the information available to management at a point in time.

When OTTI occurs, the amount of the OTTI recognized in earnings depends on whether an entity intends to sell the security or it is more likely than not it will be required to sell the security before recovery of its amortized cost basis. If an entity intends to sell or it is more likely than not it will be required to sell the security before recovery of its amortized cost basis, the OTTI shall be recognized in earnings equal to the entire difference between the investment’s amortized cost basis and its fair value at the balance sheet date. The previous amortized cost basis less the OTTI recognized in earnings becomes the new amortized cost basis of the investment. For debt securities that do not meet the aforementioned criteria, the amount of impairment is split into two components as follows: 1) OTTI related to credit loss, which must be recognized in the income statement and 2) OTTI related to other factors, which is recognized in other comprehensive income or loss. The credit loss is defined as the difference between the present value of the cash flows expected to be collected and the amortized cost basis. For equity securities, the entire amount of impairment is recognized through earnings.

As of June 30, 2011, the Company’s security portfolio consisted of 414 securities, 53 of which were in an unrealized loss position. The majority of the unrealized losses on the Company’s securities are related to its holdings of U.S. government-sponsored entities, state and political subdivisions, and mortgage-backed securities as discussed below.

Unrealized losses on debt securities issued by U.S. government-sponsored entities have not been recognized into income because the securities are of high credit quality, management does not have the intent to sell these securities before their anticipated recovery and the decline in fair value is largely due to fluctuations in market interest rates and not credit quality. Consequently, the fair value of such debt securities is expected to recover as the securities approach their maturity date.

Unrealized losses on debt securities at June 30, 2011 relative to obligations of state and political subdivisions have not been recognized into income. Generally, these debt securities have maintained their investment grade ratings and management does not have the intent to sell these securities before their anticipated recovery, which may be at maturity.

All of the Company’s holdings of mortgage-backed securities were issued by U.S. government sponsored enterprises. Unrealized losses on mortgage-backed securities have not been recognized into income. Because the decline in fair value is attributable to changes in interest rates and illiquidity, and not credit quality, and because the Company does not have the intent to sell these mortgage-backed securities and it is likely that it will not be required to sell the securities before their anticipated recovery, the Company does not consider these securities to be OTTI.

Loans:

Loan balances were as follows:


	June 30,			December 31,
(In Thousands of Dollars)	2011			2010
Commercial real estate
Owner occupied	$	105,743		$	111,261
Non-owner occupied		74,464			76,592
Other		15,696			16,582
Commercial		74,800			76,635
Residential real estate
1-4 family residential		147,318			154,132
Home equity lines of credit		22,658			23,624
Consumer
Indirect		113,386			116,999
Direct		11,507			11,302
Other		1,464			1,485

Subtotal		567,036			588,612
Net deferred loan (fees) costs		1,668			1,755
Allowance for loan losses		(10,876	)		(9,307	)

Net loans	$	557,828		$	581,060

The following tables present the activity in the allowance for loan losses by portfolio segment for the three and six months ending June 30, 2011.

Three Months Ended June 30, 2011


	Commercial						Residential
(In Thousands of Dollars)	Real Estate			Commercial			Real Estate			Consumer			Unallocated		Total
Allowance for loan losses
Beginning balance, April 1, 2011	$	6,020		$	1,878		$	1,261		$	842		$	136	$	10,137
Provision for loan losses		582			51			34			272			136		1,075
Recoveries		6			12			402			279			—		699
Loans charged off		(555	)		(55	)		(155	)		(270	)		—		(1,035	)

Ending balance, June 30, 2011	$	6,053		$	1,886		$	1,542		$	1,123		$	272	$	10,876

Six Months Ended June 30, 2011


	Commercial						Residential
(In Thousands of Dollars)	Real Estate			Commercial			Real Estate			Consumer			Unallocated		Total
Allowance for loan losses
Beginning balance, January 1, 2011	$	5,780		$	1,707		$	881		$	875		$	64	$	9,307
Provision for loan losses		905			334			1,154			349			208		2,950
Recoveries		8			34			403			468			—		913
Loans charged off		(640	)		(189	)		(896	)		(569	)		—		(2,294	)

Ending balance, June 30, 2011	$	6,053		$	1,886		$	1,542		$	1,123		$	272	$	10,876

The following table presents the activity in the allowance for loan losses for the three and six months ending June 30, 2010.


	Three Months Ended			Six Months Ended
(In Thousands of Dollars)	June 30, 2010			June 30, 2010
Allowance for loan losses
Beginning balance	$	8,220		$	7,400
Provision for loan losses		1,600			4,378
Recoveries		125			272
Loans charged off		(1,690	)		(3,795	)

Ending balance	$	8,255		$	8,225

The following tables present the balance in the allowance for loan losses and the recorded investment in loans by portfolio segment and based on impairment method as of June 30, 2011 and December 31, 2010. The recorded investment in loans includes the unpaid principal balance and unamortized loan origination fees and costs but excludes accrued interest receivable, which is not considered to be material:

June 30, 2011


	Commercial				Residential
(In Thousands of Dollars)	Real Estate		Commercial		Real Estate		Consumer		Unallocated		Total
Ending allowance balance attributable to loans:
Individually evaluated for impairment	$	348	$	252	$	—	$	—	$	—	$	600
Collectively evaluated for impairment		5,705		1,634		1,542		1,123		272		10,276

Total ending allowance balance	$	6,053	$	1,886	$	1,542	$	1,123	$	272	$	10,876


Loans:
Loans individually evaluated for impairment	$	5,152	$	1,049	$	—	$	—	$	—	$	6,201
Loans collectively evaluated for impairment		190,226		73,751		169,303		129,223		—		562,503

Total ending loans balance	$	195,378	$	74,800	$	169,303	$	129,223	$	—	$	568,704

December 31, 2010


	Commercial				Residential
(In Thousands of Dollars)	Real Estate		Commercial		Real Estate		Consumer		Unallocated		Total
Ending allowance balance attributable to loans:
Individually evaluated for impairment	$	572	$	33	$	—	$	—	$	—	$	605
Collectively evaluated for impairment		5,208		1,674		881		875		64		8,702

Total ending allowance balance	$	5,780	$	1,707	$	881	$	875	$	64	$	9,307


Loans:
Loans individually evaluated for impairment	$	6,045	$	1,015	$	—	$	—	$	—	$	7,060
Loans collectively evaluated for impairment		197,849		75,620		177,067		132,771		—		583,307

Total ending loans balance	$	203,894	$	76,635	$	177,067	$	132,771	$	—	$	590,367

Interest income recognized during impairment for the three and six months ending June 30, 2011 and June 30, 2010 was immaterial.

The following tables present loans individually evaluated for impairment by class of loans as of June 30, 2011 and December 31, 2010 and the average recorded investment by class for the six months ended June 30, 2011:

(In Thousands of Dollars)


									Three
							Six Months		Months
					Allowance		Ended		Ended
	Unpaid				for Loan		Average		Average
	Principal		Recorded		Losses		Recorded		Recorded
June 30, 2011	Balance		Investment		Allocated		Investment		Investment
With no related allowance recorded:
Commercial real estate
Owner occupied	$	1,203	$	1,208	$	—	$	1,236	$	1,211
Non-owner occupied		—		—		—		—		—
Other		—		—		—		—		—
Commercial		641		641		—		671		655
Residential real estate
1-4 family residential		—		—		—		—		—
Home equity lines of credit		—		—		—		—		—
Consumer
Indirect		—		—		—		—		—
Direct		—		—		—		—		—
Other		—		—		—		—		—
With an allowance recorded:
Commercial real estate
Owner occupied		2,286		2,288		99		2,405		2,375
Non-owner occupied		823		825		143		894		833
Other		830		831		106		812		802
Commercial		405		408		252		459		445
Residential real estate
1-4 family residential		—		—		—		—		—
Home equity lines of credit		—		—		—		—		—
Consumer
Indirect		—		—		—		—		—
Direct		—		—		—		—		—
Other		—		—		—		—		—

Total	$	6,188	$	6,201	$	600	$	6,477	$	6,321

(In Thousands of Dollars)


					Allowance for
	Unpaid Principal		Recorded		Loan Losses
December 31, 2010	Balance		Investment		Allocated
With no related allowance recorded:
Commercial real estate
Owner occupied	$	821	$	818	$	—
Non-owner occupied		466		465		—
Other		365		364		—
Commercial		800		798		—
Residential real estate
1-4 family residential		—		—		—
Home equity lines of credit		—		—		—
Consumer
Indirect		—		—		—
Direct		—		—		—
Other		—		—		—
With an allowance recorded:
Commercial real estate
Owner occupied		3,147		3,141		134
Non-owner occupied		167		167		3
Other		1,097		1,090		435
Commercial		219		217		33
Residential real estate
1-4 family residential		—		—		—
Home equity lines of credit		—		—		—
Consumer
Indirect		—		—		—
Direct		—		—		—
Other		—		—		—

Total	$	7,082	$	7,060	$	605

The following table presents the recorded investment in nonaccrual and loans past due over 90 days still on accrual by class of loans as of June 30, 2011 and December 31, 2010:


	June 30, 2011				December 31, 2010
			Loans Past				Loans Past
			Due over 90				Due over 90
			Days Still				Days Still
(In Thousands of Dollars)	Nonaccrual		Accruing		Nonaccrual		Accruing
Commercial real estate
Owner occupied	$	1,365	$	—	$	1,960	$	—
Non-owner occupied		421		—		550		—
Other		885		—		1,462		—
Commercial		408		—		400		—
Residential real estate
1-4 family residential		3,726		29		3,362		190
Home equity lines of credit		931		20		815		10
Consumer
Indirect		14		51		27		53
Direct		—		38		—		48
Other		—		—		—		24

Total	$	7,750	$	138	$	8,576	$	325

Nonaccrual loans and loans past due 90 days still on accrual included both smaller balance homogeneous loans that are collectively evaluated for impairment and individually classified impaired loans.

The following table presents the aging of the recorded investment in past due loans as of June 30, 2011 and December 31, 2010 by class of loans:

June 30, 2011


					Greater
	30-59		60-89		than 90
	Days Past		Days Past		Days Past		Total Past		Loans Not
(In Thousands of Dollars)	Due		Due		Due		Due		Past Due		Total
Commercial real estate
Owner occupied	$	114	$	—	$	1,365	$	1,479	$	103,980	$	105,459
Non-owner occupied		15		—		421		436		73,828		74,264
Other		—		—		885		885		14,770		15,655
Commercial		261		35		408		704		74,096		74,800
Residential real estate
1-4 family residential		1,209		185		3,755		5,149		141,497		146,646
Home equity lines of credit		111		147		951		1,209		21,449		22,658
Consumer
Indirect		1,221		352		65		1,638		114,613		116,251
Direct		113		18		38		169		11,338		11,507
Other		12		1		—		13		1,451		1,464

Total	$	3,056	$	738	$	7,888	$	11,682	$	557,022	$	568,704

December 31, 2010


					Greater
	30-59		60-89		than 90
	Days Past		Days Past		Days Past		Total Past		Loans Not
(In Thousands of Dollars)	Due		Due		Due		Due		Past Due		Total
Commercial real estate
Owner occupied	$	407	$	91	$	1,960	$	2,458	$	108,509	$	110,967
Non-owner occupied		499		59		550		1,108		75,281		76,389
Other		—		—		1,462		1,462		15,076		16,538
Commercial		286		275		400		961		75,674		76,635
Residential real estate
1-4 family residential		2,981		435		3,552		6,968		146,475		153,443
Home equity lines of credit		334		16		825		1,175		22,449		23,624
Consumer
Indirect		1,668		519		80		2,267		117,716		119,983
Direct		253		91		48		392		10,911		11,303
Other		9		1		24		34		1,451		1,485

Total	$	6,437	$	1,487	$	8,901	$	16,825	$	573,542	$	590,367

Troubled Debt Restructurings:

Included in loans individually impaired are loans with balances of $3.4 million and $3.0 million for which the Company has modified the repayment terms at June 30, 2011 and December 31, 2010. The Company has allocated $40 thousand of specific reserves to customers whose loan terms have been modified in troubled debt restructurings as of June 30, 2011 and December 31, 2010. There are no commitments to lend additional amounts to borrowers with loans that are classified as troubled debt restructurings at June 30, 2011 and December 31, 2010.

Credit Quality Indicators:

The Company categorizes loans into risk categories based on relevant information about the ability of borrowers to service their debt such as: current financial information, historical payment experience, credit documentation, public information, and current economic trends, among other factors. The Company analyzes loans individually by classifying the loans as to credit risk. This analysis is performed on a monthly basis. The Company uses the following definitions for risk ratings:

Special Mention. Loans classified as special mention have a potential weakness that deserves management’s close attention. If left uncorrected, these potential weaknesses may result in deterioration of the repayment prospects for the loan or of the institution’s credit position at some future date. Special mention assets are not adversely classified and do not expose an institution to sufficient risk to warrant adverse classification.

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

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

Loans not meeting the criteria above that are analyzed individually as part of the above described process are considered to be pass rated loans. As of June 30, 2011 and December 31, 2010, and based on the most recent analysis performed, the risk category of loans by class of loans is as follows:

June 30, 2011


			Special		Sub-
(In Thousands of Dollars)	Pass		Mention		standard		Doubtful		Not Rated		Total
Commercial real estate
Owner occupied	$	87,297	$	5,902	$	12,260	$	—	$	—	$	105,459
Non-owner occupied		62,191		1,162		10,911		—		—		74,264
Other		12,639		597		2,419		—		—		15,655
Commercial		66,646		4,302		3,852		—		—		74,800

Total	$	228,773	$	11,963	$	29,442	$	—	$	—	$	270,178

December 31, 2010


			Special		Sub-
(In Thousands of Dollars)	Pass		Mention		standard		Doubtful		Not Rated		Total
Commercial real estate
Owner occupied	$	91,976	$	3,893	$	15,098	$	—	$	—	$	110,967
Non-owner occupied		63,502		1,075		11,812		—		—		76,389
Other		12,005		786		3,747		—		—		16,538
Commercial		65,358		4,076		7,201		—		—		76,635

Total	$	232,841	$	9,830	$	37,858	$	—	$	—	$	280,529

The Company considers the performance of the loan portfolio and its impact on the allowance for loan losses. For residential, consumer and indirect loan classes, the Company also evaluates credit quality based on the aging status of the loan, which was previously presented, and by payment activity. The following table presents the recorded investment in residential, consumer and indirect auto loans based on payment activity as of June 30, 2011 and December 31, 2010. Nonperforming loans are loans past due 90 days and still accruing interest and nonaccrual loans.

June 30, 2011


	Residential Real Estate				Consumer
			Home Equity
	1-4 Family		Lines of
(In Thousands of Dollars)	Residential		Credit		Indirect		Direct		Other

Performing	$	142,891	$	21,707	$	116,186	$	11,469	$	1,465
Nonperforming		3,755		951		65		38		—

Total	$	146,646	$	22,658	$	116,251	$	11,507	$	1,465

December 31, 2010


	Residential Real Estate				Consumer
			Home Equity
	1-4 Family		Lines of
(In Thousands of Dollars)	Residential		Credit		Indirect		Direct		Other

Performing	$	149,891	$	22,799	$	119,903	$	11,255	$	1,461
Nonperforming		3,552		825		80		48		24

Total	$	153,443	$	23,624	$	119,983	$	11,303	$	1,485

Earnings Per Share:

The computation of basic and diluted earnings per share is shown in the following table:


	Three Months Ended				Six Months Ended
(In Thousands, except Share and	June 30,				June 30,
Per Share Data)	2011		2010		2011		2010
Basic EPS computation
Numerator — Net income	$	2,117	$	2,034	$	3,807	$	2,881
Denominator — Weighted average shares outstanding		18,674,213		13,546,569		17,820,254		13,533,302
Basic earnings per share	$	.11	$	.15	$	.21	$	.21


Diluted EPS computation
Numerator — Net income	$	2,117	$	2,034	$	3,807	$	2,881
Denominator — Weighted average shares outstanding for basic earnings per share		18,674,213		13,546,569		17,820,254		13,533,302
Effect of Stock Options		0		0		0		0

Weighted averages shares for diluted earnings per share		18,674,213		13,546,569		17,820,254		13,533,302

Diluted earnings per share	$	.11	$	.15	$	.21	$	.21

Stock options for 28,500 and 34,000 shares were not considered in the computing of diluted earnings per share for 2011 and 2010, respectively, because they were antidilutive.

Stock Based Compensation:

The Company’s Stock Option Plan (the “Plan”), permitted the grant of share options to its directors, officers and employees. Under the terms of the Plan no additional shares can be issued. Option awards were granted with an exercise price equal to the market price of the Company’s common shares at the date of grant, with a vesting period of 5 years and have 10-year contractual terms. At June 30, 2011 there were 28,500 outstanding options of which 25,500 were fully vested and are exercisable.

The fair value of each option award is estimated on the date of grant using a Black-Scholes model. Total compensation cost charged against income for the stock option plan for the six month period ended June 30, 2011 was not material. No related income tax benefit was recorded.

Comprehensive Income:

Comprehensive income consists of net income and other comprehensive income or loss. Other comprehensive income or loss consists solely of the change in net unrealized gains and losses on securities available for sale, net of reclassification for gains or losses recognized in income.

Recent Accounting Pronouncements

ASU No. 2010-20, “Receivables (Topic 310) — Disclosures about the Credit Quality of Financing Receivables and the Allowance for Credit Losses.” ASU 2010-20 requires entities to provide disclosures designed to facilitate financial statement users’ evaluation of (i) the nature of credit risk inherent in the entity’s portfolio of financing receivables, (ii) how that risk is analyzed and assessed in arriving at the allowance for credit losses and (iii) the changes and reasons for those changes in the allowance for credit losses. Disclosures must be disaggregated by portfolio segment, the level at which an entity develops and documents a systematic method for determining its allowance for credit losses, and class of financing receivable, which is generally a disaggregation of portfolio segments. The required disclosures include, among other things, a rollforward of the allowance for credit losses as well as information about modified, impaired, non-accrual and past due loans and credit quality indicators. ASU 2010-20 became effective for the Company’s consolidated financial statements as of December 31, 2010, as it relates to disclosures required as of the end of a reporting period. Disclosures that relate to activity during a reporting period became effective for the Company’s consolidated financial statements beginning on January 1, 2011. ASU 2011-01, “Receivables (Topic 310) — Deferral of the Effective Date of Disclosures about Troubled Debt Restructurings in Update No. 2010-20,” temporarily deferred the effective date for disclosures related to troubled debt restructurings to coincide with the effective date of the then proposed ASU 2011-02, “Receivables (Topic 310) — A Creditor’s Determination of Whether a Restructuring Is a Troubled Debt Restructuring,” which is further discussed below.

ASU No. 2010-28, “Intangibles — Goodwill and Other (Topic 350) — When to Perform Step 2 of the Goodwill Impairment Test for Reporting Units with Zero or Negative Carrying Amounts.” ASU 2010-28 modifies Step 1 of the goodwill impairment test for reporting units with zero or negative carrying amounts. For those reporting units, an entity is required to perform Step 2 of the goodwill impairment test if it is more likely than not that a goodwill impairment exists. In determining whether it is more likely than not that a goodwill impairment exists, an entity should consider whether there are any adverse qualitative factors indicating that an impairment may exist such as if an event occurs or circumstances change that would more likely than not reduce the fair value of a reporting unit below its carrying amount. ASU 2010-28 became effective for the Company on January 1, 2011 and did not have a significant impact on the Company’s consolidated financial statements.

ASU No. 2011-02, “Receivables (Topic 310) — A Creditor’s Determination of Whether a Restructuring Is a Troubled Debt Restructuring.” ASU 2011-02 clarifies which loan modifications constitute troubled debt restructurings and is intended to assist creditors in determining whether a modification of the terms of a receivable meets the criteria to be considered a troubled debt restructuring, both for purposes of recording an impairment loss and for disclosure of troubled debt restructurings. In evaluating whether a restructuring constitutes a troubled debt restructuring, a creditor must separately conclude, under the guidance clarified by ASU 2011-02, that both of the following exist: (a) the restructuring constitutes a concession; and (b) the debtor is experiencing financial difficulties. ASU 2011-02 will be effective for the Company on July 1, 2011, and applies retrospectively to restructurings occurring on or after January 1, 2011. Adoption of ASU 2011-02 is not expected have a significant impact on the Company’s consolidated financial statements.

Fair Value

Fair value is the exchange price that would be received for an asset or paid to transfer a liability (exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. There are three levels of inputs that may be used to measure fair values:

Level 1 — Quoted prices (unadjusted) for identical assets or liabilities in active markets that the entity has the ability to access as of the measurement date.

Level 2 — Significant other observable inputs other than Level 1 prices such as quoted prices for similar assets or liabilities; quoted prices in markets that are not active; or other inputs that are observable or can be corroborated by observable market data.

Level 3 — Significant unobservable inputs that reflect a reporting entity’s own assumptions about the assumptions that market participants would use in pricing an asset or liability.

The Company used the following methods and significant assumptions to estimate the fair value of each type of financial instrument:

Investment Securities: The fair values for investment securities are determined by quoted market prices, if available (Level 1). For securities where quoted prices are not available, fair values are calculated based on market prices of similar securities (Level 2). For securities where quoted prices or market prices of similar securities are not available, fair values are calculated using discounted cash flows or other market indicators (Level 3).

Impaired Loans: The fair value of impaired loans with specific allocations of the allowance for loan losses is generally based on recent real estate appraisals. These appraisals may utilize a single valuation approach or a combination of approaches including comparable sales and the income approach. Adjustments are routinely made in the appraisal process by the appraisers to adjust for differences between the comparable sales and income data available. Such adjustments are usually significant and typically result in a Level 3 classification of the inputs for determining fair value.

Assets Measured on a Recurring Basis

Assets measured at fair value on a recurring basis are summarized below:


			Fair Value Measurements at
			June 30, 2011 Using:
			Quoted Prices in
			Active Markets		Significant Other		Significant
			for Identical		Observable		Unobservable
	Carrying		Assets		Inputs		Inputs
(In Thousands of Dollars)	Value		(Level 1)		(Level 2)		(Level 3)
Financial Assets
Investment securities available-for sale
U.S. Treasury and U.S. government sponsored entities	$	90,935	$	0	$	90,935	$	0
State and political subdivisions		81,810		0		81,810		0
Mortgage-backed securities-residential		161,730		0		161,718		12
Collateralized mortgage obligations		23,088		0		23,088		0
Equity securities		506		506		0		0
Other securities		266		0		266		0

Total investment securities	$	358,335	$	506	$	357,817	$	12


			Fair Value Measurements at
			December 31, 2010 Using:
			Quoted Prices in
			Active Markets		Significant Other		Significant
			for Identical		Observable		Unobservable
	Carrying		Assets		Inputs		Inputs
(In Thousands of Dollars)	Value		(Level 1)		(Level 2)		(Level 3)
Financial Assets
Investment securities available-for sale
U.S. Treasury and U.S. government sponsored entities	$	69,978	$	0	$	69,978	$	0
State and political subdivisions		80,466		0		80,466		0
Mortgage-backed securities-residential		143,777		0		143,765		12
Collateralized mortgage obligations		19,660		0		19,660		0
Equity securities		199		199		0		0
Other securities		267		0		267		0

Total investment securities	$	314,347	$	199	$	314,136	$	12

There were no significant transfers between level 1 and level 2 during the three and six month periods ending June 30, 2011.

The table below presents a reconciliation and income statement classification of gains and losses for all assets measured at fair value on a recurring basis:


	Investment Securities
	Available-for-sale
	(Level 3)
	Three Months Ended June 30,				Six Months Ended June 30,
(In Thousands of Dollars)	2011		2010		2011		2010
Beginning balance	$	12	$	13	$	12	$	13
Total unrealized gains or losses:
Included in other comprehensive income or loss		0		0		0		0
Purchases, sales, issuances and settlements, net		0		0		0		0
Transfer in and/or out		0		0		0		0

Ending balance	$	12	$	13	$	12	$	13

Assets Measured on a Non-Recurring Basis

Assets measured at fair value on a non-recurring basis are summarized below:


	Fair Value Measurements
	at June 30, 2011 Using:
			Quoted Prices		Significant
			in Active		Other		Significant
			Markets for		Observable		Unobservable
			Identical Assets		Inputs		Inputs
(In Thousands of Dollars)	Carrying Value		(Level 1)		(Level 2)		(Level 3)
Financial assets:
Impaired loans
Commercial real estate
Owner occupied	$	441	$	0	$	0	$	441
Non-owner occupied		680		0		0		680
Other		724		0		0		724
Commercial		153		0		0		153


	Fair Value Measurements
	at December 31, 2010 Using:
			Quoted Prices		Significant
			in Active		Other		Significant
			Markets for		Observable		Unobservable
			Identical Assets		Inputs		Inputs
(In Thousands of Dollars)	Carrying Value		(Level 1)		(Level 2)		(Level 3)
Financial assets:
Impaired loans
Commercial real estate
Owner occupied	$	1,239	$	0	$	0	$	1,239
Non-owner occupied		164		0		0		164
Other		662		0		0		662
Commercial		186		0		0		186

Impaired loans, which are measured for impairment using the fair value of the collateral for collateral dependent loans, had a principal balance of $2.6 million with a valuation allowance of $561 thousand, resulting in an additional provision for loan loss of $66 thousand and $397 thousand for the three and six month periods ending June 30, 2011. At December 31, 2010, impaired loans had a principal balance of $2.8 million, with a valuation allowance of $565 thousand. Excluded from the fair value of impaired loans, at June 30, 2011 and December 31, 2010, discussed above are $1.8 million of loans classified as troubled debt restructurings, which are not carried at fair value.

The carrying amounts and estimated fair values of financial instruments, at June 30, 2011 and December 31, 2010 are as follows:


(In Thousands of Dollars)
June 30, 2011	Carrying Amount		Fair Value
Financial assets
Cash and cash equivalents	$	45,139	$	45,139
Securities available-for-sale		358,335		358,335
Restricted stock		4,224		n/a
Loans, net		557,828		574,353
Accrued interest receivable		4,086		4,086

Financial liabilities
Deposits		770,063		774,535
Short-term borrowings		108,720		108,720
Long-term borrowings		23,572		26,068
Accrued interest payable		678		678


(In Thousands of Dollars)
December 31, 2010	Carrying Amount		Fair Value
Financial assets
Cash and cash equivalents	$	37,305	$	37,305
Securities available-for-sale		314,347		314,347
Restricted stock		3,977		n/a
Loans, net		581,060		590,331
Accrued interest receivable		4,125		4,125

Financial liabilities
Deposits		761,050		764,170
Short-term borrowings		105,634		105,634
Long-term borrowings		24,733		27,080
Accrued interest payable		703		703

The methods and assumptions used to estimate fair value are described as follows:

Carrying amount is the estimated fair value for cash and cash equivalents, accrued interest receivable and payable, demand deposits, short-term debt, and variable rate loans or deposits that reprice frequently and fully. The methods for determining the fair values for securities were described previously. For fixed rate loans or deposits and for variable rate loans or deposits with infrequent repricing or repricing limits, fair value is based on discounted cash flows using current market rates applied to the estimated life and credit risk. Fair value of debt is based on current rates for similar financing. It was not practicable to determine the fair value of restricted stock due to restrictions placed on its transferability. The fair value of off-balance-sheet items is not considered material.

Segment Information

The reportable segments are determined by the products and services offered, primarily distinguished between banking and trust operations. They are also distinguished by the level of information provided to the chief operating decision makers in the Company, who use such information to review performance of various components of the business, which are then aggregated. Loans, investments, and deposits provide the revenues in the banking operation, and trust service fees provide the revenue in trust operations. All operations are domestic.

Significant segment totals are reconciled to the financial statements as follows:


(In Thousands of Dollars)	Trust		Bank					Consolidated
June 30, 2011	Segment		Segment		Others			Totals

Assets
Cash and due from banks	$	2,019	$	43,147	$	(27	)	$	45,139
Securities available for sale		2,387		355,821		127			358,335
Net loans		0		557,828		0			557,828
Premises and equipment, net		109		14,490		0			14,599
Goodwill and other intangibles		6,665		0		0			6,665
Other assets		545		30,759		351			31,655

Total Assets	$	11,725	$	1,002,045	$	451		$	1,014,221


Liabilities and Stockholders’ Equity
Deposits, borrowings and other liabilities	$	613	$	910,132	$	(5,100	)	$	905,645
Stockholders’ equity		11,112		91,913		5,551			108,576

Total Liabilities and Stockholders’ Equity	$	11,725	$	1,002,045	$	451		$	1,014,221


(In Thousands of Dollars)	Trust		Bank					Consolidated
December 31, 2010	Segment		Segment		Others			Totals

Assets
Cash and due from banks	$	1,122	$	36,343	$	(160	)	$	37,305
Securities available for sale		2,627		311,601		119			314,347
Net loans		0		581,060		0			581,060
Premises and equipment, net		113		13,831		0			13,944
Goodwill and other intangibles		6,920		0		0			6,920
Other assets		425		28,336		414			29,175

Total Assets	$	11,207	$	971,171	$	373		$	982,751


Liabilities and Stockholders’ Equity
Deposits, borrowings and other liabilities	$	368	$	894,052	$	283		$	894,703
Stockholders’ equity		10,839		77,119		90			88,048

Total Liabilities and Stockholders’ Equity	$	11,207	$	971,171	$	373		$	982,751


(In Thousands of Dollars)
For the Three Months Ended	Trust		Bank					Consolidated
June 30, 2011	Segment		Segment		Others			Totals
Net interest income	$	11	$	9,158	$	(12	)	$	9,157
Provision for loan losses		0		1,075		0			1,075
Service fees, security gains and other noninterest income		1,377		1,356		(39	)		2,694
Noninterest expense		1,149		6,743		200			8,092

Income before taxes		239		2,696		(251	)		2,684
Income taxes		82		570		(85	)		567

Net Income	$	157	$	2,126	$	(166	)	$	2,117


(In Thousands of Dollars)
For the Six Months Ended	Trust		Bank					Consolidated
June 30, 2011	Segment		Segment		Others			Totals
Net interest income	$	22	$	18,243	$	(25	)	$	18,240
Provision for loan losses		0		2,950		0			2,950
Service fees, security gains and other noninterest income		2,727		2,661		(77	)		5,311
Noninterest expense		2,349		13,255		302			15,906

Income before taxes		400		4,699		(404	)		4,695
Income taxes		137		888		(137	)		888

Net Income	$	263	$	3,811	$	(267	)	$	3,807


(In Thousands of Dollars)
For the Three Months Ended	Trust		Bank					Consolidated
June 30, 2010	Segment		Segment		Others			Totals
Net interest income	$	20	$	9,168	$	(12	)	$	9,176
Provision for loan losses		0		1,600		0			1,600
Service fees, security gains and other noninterest income		1,254		1,158		309			2,721
Noninterest expense		1,115		6,365		165			7,645

Income before taxes		159		2,361		132			2,652
Income taxes		55		518		45			618

Net Income	$	104	$	1,843	$	87		$	2,034


(In Thousands of Dollars)
For the Six Months Ended	Trust		Bank					Consolidated
June 30, 2010	Segment		Segment		Others			Totals
Net interest income	$	39	$	17,971	$	(20	)	$	17,990
Provision for loan losses		0		4,378		0			4,378
Service fees, security gains and other noninterest income		2,486		2,226		345			5,057
Noninterest expense		2,257		12,711		209			15,177

Income before taxes		268		3,108		116			3,492
Income taxes		93		479		39			611

Net Income	$	175	$	2,629	$	77		$	2,881


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

Forward Looking Statements

Discussions in this report that are not statements of historical fact (including statements that include terms such as “will,” “may,” “should,” “believe,” “expect,” “anticipate,” “estimate,” “project,” intend,” and “plan”) are forward-looking statements that involve risks and uncertainties. Any forward-looking statement is not a guarantee of future performance and actual future results could differ materially from those contained in forward-looking information. Factors that could cause or contribute to such differences include, without limitation, risks and uncertainties detailed from time to time in the Company’s filings with the Securities and Exchange Commission, including without limitation the risk factors disclosed in Item 1A, “Risk Factors,” of in the Company’s Annual Report on Form 10-K for the year ended December 31, 2010.

Many of these factors are beyond the Company’s ability to control or predict, and readers are cautioned not to put undue reliance on those forward-looking statements. The following list, which is not intended to be an all-encompassing list of risks and uncertainties affecting the Company, summarizes several factors that could cause the Company’s actual results to differ materially from those anticipated or expected in these forward-looking statements:

•

general economic conditions in market areas where we conduct business, which could materially impact credit quality trends;

•

business conditions in the banking industry;

•

the regulatory environment;

•

fluctuations in interest rates;

•

demand for loans in the market areas where we conduct business;

•

rapidly changing technology and evolving banking industry standards;

•

competitive factors, including increased competition with regional and national financial institutions;

•

new service and product offerings by competitors and price pressures; and other like items.

Other factors not currently anticipated may also materially and adversely affect the Company’s results of operations, cash flows and financial position. There can be no assurance that future results will meet expectations. While the Company believes that the forward-looking statements in this report are reasonable, the reader should not place undue reliance on any forward-looking statement. In addition, these statements speak only as of the date made. The Company does not undertake, and expressly disclaims, any obligation to update or alter any statements whether as a result of new information, future events or otherwise, except as may be required by applicable law.

Overview

For the three months ended June 30, 2011, the Company reported net income of $2.1 million, compared to $2.0 million for the second quarter of 2010. Net income for the six months ended June 30, 2011 was $3.8 million compared to $2.9 million for the same six month period in 2010, representing a 32% increase. Income from trust fees and investment commissions increased 18% during the same six month period. The increases reflect the continued benefit from the strategy to diversify income streams. On a per share basis, net income was $0.11 per diluted share compared $0.15 for the second quarter ended June 30, 2010. The tangible common equity ratio increased to 10.11% at June 30, 2011 as compared to 7.92% at June 30, 2010, mainly as a result of the successful common share offering completed in the first quarter of 2011. The provision for loan losses decreased from $4.4 million for the six month period ending June 30, 2010 to $3.0 million for the six months ended June 30, 2011. This 33% decrease is a result of improved credit quality, as net charge-offs have declined from $3.5 million for the first six months of 2010 to $1.4 million for the same period in 2011. There has also been a decline in 30-89 day delinquencies, from $5.7 million at June 30, 2010 to $3.8 million at June 30, 2011.

The Company’s total assets reported at June 30, 2011 were $1.01 billion, which remains unchanged compared to $1.01 billion in total assets recorded at June 30, 2010. Net loans were reported at $557.8 million at June 30, 2011, versus $605.0 million at the same time in 2010, a decrease of $47.2 million, or 7.8%. The decline in loans, particularly in the first quarter of 2011, is related to seasonality in the retail lending portfolio and slow economic growth. The decline in loan balances resulted in a lower level of loan income for the current quarter. Over this same period, deposits increased $9.4 million, or 1.2%, from $760.7 million at June 30, 2010 to $770.1 million at June 30, 2011.

Stockholders’ equity totaled $108.6 million, or 10.7% of total assets, at June 30, 2011, an increase of $21.6 million, or 24.8%, compared to $87.0 million at June 30, 2010. The increase in equity was primarily the result of the successful common share offering completed in the first quarter of 2011, adding approximately $14 million in capital. The increase is also the result of net income, offset by mark to market adjustments in the Company’s investment securities and cash dividends paid to shareholders during the past twelve months. Shareholders received a $0.03 per share cash dividend on June 30, 2011 and a total of $0.12 per share cash dividends paid in the past four quarters. Book value per share decreased 9.4% from $6.41 per share at June 30, 2010 to $5.81 per share at June 30, 2011. This decrease is mainly the result of the increase in shares outstanding, which includes the 5 million shares issued in the first quarter 2011 common share offering, which were offered at $3.00 per share. The Company’s tangible book value per share also decreased 7.3% from $5.88 per share at June 30, 2010 to $5.45 per share at June 30, 2011.

Results of Operations

The following is a comparison of selected financial ratios and other results at or for the three-month and six month periods ending June 30, 2011 and 2010:


	At or for the Three Months						At or for the Six Months
	Ended June 30,						Ended June 30,
(In Thousands, except Per Share Data)	2011			2010			2011			2010
Total Assets	$	1,014,221		$	1,014,804		$	1,014,221		$	1,014,804
Net Income	$	2,117		$	2,034		$	3,807		$	2,881
Basic and Diluted Earnings Per Share	$	.11		$	.15		$	.21		$	.21
Return on Average Assets (Annualized)		.83	%		.79	%		.76	%		.57	%
Return on Average Equity (Annualized)		8.05	%		9.78	%		7.69	%		6.89	%
Efficiency Ratio (tax equivalent basis)		64.42	%		62.15	%		63.50	%		62.93	%
Equity to Asset Ratio		10.71	%		8.57	%		10.71	%		8.57	%
Tangible Common Equity Ratio *		10.11	%		7.92	%		10.11	%		7.92	%
Dividends to Net Income		26.45	%		19.96	%		29.39	%		28.18	%
Net Loans to Assets		55.00	%		59.62	%		55.00	%		59.62	%
Loans to Deposits		73.85	%		80.62	%		73.85	%		80.62	%


*		The tangible common equity ratio is calculated by dividing total common stockholders’ equity by total assets, after reducing both amounts by intangible assets. The tangible common equity ratio is not required by U.S. GAAP or by applicable bank regulatory requirements, but is a metric used by management to evaluate the adequacy of the Company’s capital levels. Since there is no authoritative requirement to calculate the tangible common equity ratio, the Company’s tangible common equity ratio is not necessarily comparable to similar capital measures disclosed or


		used by other companies in the financial services industry. Tangible common equity and tangible assets are non-U.S. GAAP financial measures and should be considered in addition to, not as a substitute for or superior to, financial measures determined in accordance with U.S. GAAP. With respect to the calculation of the actual unaudited tangible common equity ratio as of June 30, 2011 and 2010, reconciliations of tangible common equity to U.S. GAAP total common stockholders’ equity and tangible assets to U.S. GAAP total assets are set forth below:


(In Thousands of Dollars)	June 30, 2011		June 30, 2010
Reconciliation of Common Stockholders’ Equity to Tangible Common Equity
Stockholders’ Equity	$	108,576	$	86,991
Less Goodwill and other intangibles		6,665		7,210

Tangible Common Equity	$	101,911	$	79,781


(In Thousands of Dollars)	June 30, 2011		June 30, 2010
Reconciliation of Total Assets to Tangible Assets
Total Assets	$	1,014,221	$	1,014,804
Less Goodwill and other intangibles		6,665		7,210

Tangible Assets	$	1,007,556	$	1,007,594

Net Interest Income . The following schedules detail the various components of net interest income for the periods indicated. All asset yields are calculated on a tax-equivalent basis where applicable. Security yields are based on amortized cost.

Average Balance Sheets and Related Yields and Rates
(Dollar Amounts in Thousands)


	Three Months Ended								Three Months Ended
	June 30, 2011								June 30, 2010
	AVERAGE								AVERAGE
	BALANCE			INTEREST		RATE (1)			BALANCE			INTEREST		RATE (1)
EARNING ASSETS

Loans (3) (5) (6)	$	562,446		$	8,444		6.02	%	$	599,884		$	9,286		6.21	%
Taxable securities (4)		269,339			2,048		3.05			255,423			2,261		3.55
Tax-exempt securities (4) (6)		76,049			1,111		5.86			58,103			875		6.04
Equity Securities (2) (6)		4,343			53		4.89			4,126			47		4.57
Federal funds sold		40,287			10		0.10			36,325			15		0.17

Total earning assets		952,464			11,666		4.91			953,861			12,484		5.25

NONEARNING ASSETS

Cash and due from banks		18,820								22,933
Premises and equipment		13,794								14,405
Allowance for Loan Losses		(10,563	)							(8,048	)
Unrealized gains (losses) on securities		6,073								8,245
Other assets (3)		43,244								41,877

Total Assets	$	1,023,832							$	1,033,273


INTEREST-BEARING LIABILITIES

Time deposits	$	248,816		$	1,280		2.06	%	$	300,567		$	1,912		2.55	%
Savings deposits		332,426			385		0.46			295,564			471		0.64
Demand deposits		109,679			19		0.07			107,979			37		0.14
Short term borrowings		117,610			104		0.35			146,094			234		0.64
Long term borrowings		23,643			249		4.22			25,357			269		4.26

Total Interest-Bearing Liabilities		832,174			2,037		0.98			875,561			2,923		1.34

NONINTEREST-BEARING LIABILITIES AND STOCKHOLDERS’ EQUITY

Demand deposits		82,715								70,528
Other Liabilities		3,399								3,733
Stockholders’ equity		105,544								83,451

Total Liabilities and Stockholders’ Equity	$	1,023,832							$	1,033,273


Net interest income and interest rate spread				$	9,629		3.93	%				$	9,561		3.91	%


Net interest margin							4.05	%							4.02	%


(1)		Rates are calculated on an annualized basis.

(2)		Equity securities include restricted stock, which is included in other assets on the consolidated balance sheets.

(3)		Non-accrual loans and overdraft deposits are included in other assets.

(4)		Includes unamortized discounts and premiums. Average balance and yield are computed using the average historical amortized cost.

(5)		Interest on loans includes fee income of $401 thousand and $564 thousand for 2011 and 2010 respectively and is reduced by amortization of $441 thousand and $448 thousand for 2011 and 2010 respectively.

(6)		For 2011, adjustments of $90 thousand and $382 thousand respectively are made to tax equate income on tax exempt loans and tax exempt securities. For 2010, adjustments of $94 thousand and $291 thousand respectively are made to tax equate income on tax exempt loans and tax exempt securities. These adjustments are based on a marginal federal income tax rate of 35%, less disallowances.

Average Balance Sheets and Related Yields and Rates
(Dollar Amounts in Thousands)


	Six Months Ended								Six Months Ended
	June 30, 2011								June 30, 2010
	AVERAGE								AVERAGE
	BALANCE			INTEREST		RATE (1)			BALANCE			INTEREST		RATE (1)
EARNING ASSETS
Loans (3) (5) (6)	$	567,849		$	16,998		6.04	%	$	600,034		$	18,612		6.26	%
Taxable securities (4)		252,588			3,917		3.13			248,726			4,502		3.65
Tax-exempt securities (4) (6)		76,557			2,235		5.89			58,449			1,760		6.07
Equity Securities (2) (6)		4,235			99		4.71			4,126			100		4.89
Federal funds sold		34,920			19		0.11			31,063			24		0.16

Total earning assets		936,149			23,268		5.01			942,398			24,998		5.35

NONEARNING ASSETS

Cash and due from banks		22,943								22,705
Premises and equipment		13,840								14,394
Allowance for Loan Losses		(10,064	)							(7,565	)
Unrealized gains (losses) on securities		4,851								7,383
Other assets (3)		42,412								41,941

Total Assets	$	1,010,131							$	1,021,256


INTEREST-BEARING LIABILITIES

Time deposits	$	250,811		$	2,588		2.08	%	$	310,383		$	4,080		2.65	%
Savings deposits		328,139			757		0.47			288,020			1,000		0.70
Demand deposits		110,469			37		0.07			106,474			85		0.16
Short term borrowings		111,586			201		0.36			134,673			519		0.78
Long term borrowings		23,819			500		4.23			25,999			551		4.27

Total Interest-Bearing Liabilities		824,824			4,083		1.00			865,549			6,235		1.45

NONINTEREST-BEARING LIABILITIES AND STOCKHOLDERS’ EQUITY

Demand deposits		82,074								69,194
Other Liabilities		3,356								2,252
Stockholders’ equity		99,877								84,261

Total Liabilities and Stockholders’ Equity	$	1,010,131							$	1,021,256


Net interest income and interest rate spread				$	19,185		4.01	%				$	18,763		3.90	%


Net interest margin							4.14	%							4.02	%


(1)		Rates are calculated on an annualized basis.

(2)		Equity securities include restricted stock, which is included in other assets on the consolidated balance sheets.

(3)		Non-accrual loans and overdraft deposits are included in other assets.

(4)		Includes unamortized discounts and premiums. Average balance and yield are computed using the average historical amortized cost.

(5)		Interest on loans includes fee income of $837 thousand and $994 thousand for 2011 and 2010 respectively and is reduced by amortization of $888 thousand and $882 thousand for 2011 and 2010 respectively.

(6)		For 2011, adjustments of $178 thousand and $767 thousand respectively are made to tax equate income on tax exempt loans and tax exempt securities. For 2010, adjustments of $188 thousand and $585 thousand respectively are made to tax equate income on tax exempt loans and tax exempt securities. These adjustments are based on a marginal federal income tax rate of 35%, less disallowances.

Net interest income. Net interest income was $9.2 million for the second quarter of 2011, which compares to $9.2 million in the second quarter of 2010. The net interest margin to average earning assets on a fully taxable equivalent basis improved 3 basis points to 4.05% for the three months ended June 30, 2011, compared to 4.02% for the same period in the prior year. In comparing the quarters ending June 30, 2011 and 2010, yields on earning assets decreased 34 basis points, while the cost of interest bearing liabilities decreased 36 basis points.

On a year-to-date basis, net interest income improved to $18.2 million for the six month period ended June 30, 2011, compared to $18.0 million in the same period in 2010. The annualized net interest margin to average earning assets on a fully taxable equivalent basis was 4.14% for the six months ended June 30, 2011, compared to 4.02% for the same period in the prior year.

Noninterest Income. Noninterest income was $2.7 million for the second quarter of 2011, which compares to $2.7 million for the same quarter of 2010. Trust fees were $1.4 million for the quarter ended June 30, 2011, an increase of $168 thousand, or 14.0%, compared to the same quarter in 2010. Investment commissions also increased for the quarter ended June 30, 2011 to $263 thousand compared to $129 thousand in the same quarter in 2010. The increase in both the trust fees and investment commissions can be attributed to equity market appreciation during the current quarter, as most of the fee income is based on fair market values of invested securities.

Noninterest income for the six months ended June 30, 2011 was $5.3 million, compared to $5.1 million for the same period in 2009. The increase in noninterest income is primarily due to increases in trust fee income and investment commissions in 2011 of $274 thousand and $214 thousand, respectively. As with the current quarter, the six month increase in trust and investment commissions is related to the equity markets’ appreciation.

Noninterest Expense. Noninterest expense totaled $8.1 million for the second quarter of 2011, which is $447 thousand more than the $7.6 million in the same quarter in 2010. Most of this increase is a result of a $384 thousand increase in salaries and employee benefits, resulting from a higher number of employees in the current period.

Noninterest expenses for the six months ended June 30, 2011 was $15.9 million, compared to $15.2 million for the same period in 2010, representing an increase of $729 thousand, or 4.8%. The increase is mainly the result of a $595 thousand increase in salaries and employee benefits. Salaries and benefits increased as a result of added employees in the new loan production office and an accrual of salary expense from the separation agreement with a key employee.

The following is a detail of non-interest expense line items classified between the Trust and the other entities in the Company for the three month and six month periods ending June 30, 2011 and 2010:


	For the Three Months Ended
	June 30, 2011						June 30, 2010
	Trust		Bank and		Total		Trust		Bank and		Total
(In Thousands of Dollars)	Company		Others		Company		Company		Others		Company
Noninterest expense
Salaries and employee benefits	$	704	$	3,779	$	4,483	$	630	$	3,469	$	4,099
Occupancy and equipment		130		792		922		124		768		892
State and local taxes		24		214		238		29		195		224
Professional fees		12		255		267		15		366		381
Advertising		3		208		211		0		147		147
FDIC insurance		0		244		244		0		317		317
Intangible amortization		112		0		112		145		0		145
Core processing charges		0		245		245		0		237		237
Other operating expenses		164		1,206		1,370		172		1,031		1,203

Total noninterest expense	$	1,149	$	6,943	$	8,092	$	1,115	$	6,530	$	7,645


	For the Six Months Ended
	June 30, 2011						June 30, 2010
	Trust		Bank and		Total		Trust		Bank and		Total
(In Thousands of Dollars)	Company		Others		Company		Company		Others		Company
Noninterest expense
Salaries and employee benefits	$	1,416	$	7,255	$	8,671	$	1,280	$	6,796	$	8,076
Occupancy and equipment		269		1,569		1,838		248		1,569		1,817
State and local taxes		49		436		485		59		397		456
Professional fees		23		480		503		30		660		690
Advertising		3		353		356		2		275		277
FDIC insurance		0		592		592		0		620		620
Intangible amortization		255		0		255		290		0		290
Core processing charges		0		490		490		0		476		476
Other operating expenses		334		2,382		2,716		348		2,127		2,475

Total noninterest expense	$	2,349	$	13,557	$	15,906	$	2,257	$	12,920	$	15,177

The Company’s tax equivalent efficiency ratio for the three month period ended June 30, 2011 was 64.42% compared to 62.15% for the same period in 2010. The decline in the efficiency ratio was the result of the $46 thousand decrease in net interest income and noninterest income, and a $447 thousand increase in noninterest expense.

The Company’s tax equivalent efficiency ratio for the six month period ended June 30, 2011 was 63.50% compared to 62.93% in the prior year’s same six month period. The decline in the efficiency ratio was the result of the $729 thousand increase in noninterest expense.

Income Taxes . Income tax expense totaled $567 thousand for the quarter ended June 30, 2011 and $618 thousand tax expense for the quarter ended June 30, 2010. The decrease in the current quarter can be attributed to the $145 thousand increase in tax exempt income from state and local government securities.

Income tax expense was $888 thousand for the first six months of 2011 and $611 thousand for the first six months of 2010. The effective tax rate for the first six months of 2011 was 18.91%, compared to 17.50% for the same period in 2010. The effective tax rate increase over the same period in 2010 was due to the recognition of tax benefits related to the arbitration and subsequent settlement surrounding the acquisition of the Trust company during the first six months of 2010.

Other Comprehensive Income. For the quarter ended June 30, 2011, the change in net unrealized gains on securities, net of reclassifications, resulted in an unrealized gain, net of tax, of $3.8 million, compared to an unrealized gain of $3.0 million for the same period in 2010. Management believes the increases in fair value for the three month periods ending June 30 in 2011 and 2010 are the result of the continued low interest rate environment that exists in the debt securities market.

For the first six months of 2011, the change in net unrealized gains on securities, net of reclassifications, resulted in an unrealized gain, net of tax, of $3.8 million, compared to an unrealized gain of $4.1 million for the same period in 2010. Management believes the increase in fair value for the periods in 2011 and 2010 is largely due to lower market interest rates.

Financial Condition

Cash and cash equivalents . Cash and cash equivalents increased $7.8 million during the first six months of 2011. The Company expects these levels to remain steady over the next few months. The increase is a result of management’s effort to keep a larger balance in federal funds sold for unforeseen liquidity purposes

Securities . Securities available-for-sale increased by $44.0 million since December 31, 2010. Securities were purchased in an effort to increase returns on some of the cash available from the additional core deposit account balances and repurchase agreements sold during the period. There was a $5.9 million increase in the net unrealized gains on securities during the first six months of 2011.

Loans . Gross loans decreased $21.7 million, or 3.67%, since December 31, 2010. The commercial real estate loan and residential real estate loan portfolios decreased $8.5 million and $7.8 million, respectively, accounting for the majority of the decrease in gross loans during the first six months of 2011. The decline in loans is related to seasonality in the retail lending portfolio and slow economic growth in the Mahoning Valley. The decline in loan balances resulted in a lower level of loan income for the current quarter. On a fully tax equivalent basis, loans contributed 73.05% of total interest income for the six months ended June 30, 2011 and 74.45% for the same period in 2010.

Allowance for Loan Losses . The following table indicates key asset quality ratios that management evaluates on an ongoing basis. The unpaid principal balance of non-performing loans and non-performing assets was used in the calculation of amounts and ratios on the table below.

Asset Quality History
(In Thousands of Dollars)


	6/30/11			3/31/11			12/31/10			9/30/10			6/30/10

Nonperforming loans	$	7,865		$	11,011		$	8,901		$	9,207		$	9,954

Nonperforming loans as a % of total loans		1.38	%		1.91	%		1.51	%		1.52	%		1.62	%

Loans delinquent 30-89 days		3,758			3,392			7,924			5,888			5,652
Loans delinquent 30-89 days as a % of total loans		.66	%		.59	%		1.34	%		.97	%		.92	%

Allowance for loan losses	$	10,876		$	10,137		$	9,307		$	7,785		$	8,255

Allowance for loan losses as a % of loans		1.91	%		1.76	%		1.58	%		1.28	%		1.35	%
Allowance for loan losses as a % of nonperforming loans		138.28	%		92.06	%		104.56	%		84.56	%		82.93	%
Annualized net charge-offs to average net loans outstanding		.24	%		.74	%		.46	%		1.31	%		1.04	%

Non-performing assets		8,664			11,867			9,433			9,533			10,099
Non-performing assets as a % of total assets		0.85	%		1.17	%		.96	%		.90	%		1.00	%

Net charge-offs for the quarter		336			1,045			677			1,970			1,565

For six months ended June 30, 2011, management provided $3.0 million to the allowance for loan losses, a decrease of $1.4 million over the same six month period in the prior year. This 32% decrease is a result of improved credit quality, as net charge-offs have declined from $3.5 million for the first six months of 2010 to $1.4 million for the same period in 2011. There has also been a decline in the 30-89 day delinquencies, from $5.7 million at June 30, 2010 to $3.8 million at June 30, 2011. The ratio of nonperforming loans to total loans decreased from 1.62% at June 30, 2010 to 1.38% at June 30, 2011. Non-performing loans totaled $7.9 million at June 30, 2011, a decrease of $2.1 million, compared to June 30, 2010. The decrease compared to the prior period is primarily related to lower levels of non-performing commercial and commercial real estate loans. On June 30, 2011, the ratio of the allowance for loan losses (ALLL) to non-performing loans was 138%, compared to 83% at June 30, 2010. At June 30, 2011, the ALLL/total loan ratio was 1.91% compared to 1.35% at June 30, 2010. This ALLL/total loan ratio’s increase over the past twelve months is mainly the result of loan balances declining from $613.3 million at June 30, 2010 to $568.7 million at June 30, 2011. The residential and consumer portfolios have experienced some deterioration during the six month period ending June 30, 2011. In addition, real estate values have continued to depreciate, causing management to provide more to the ALLL.

For the three months ended June 30, 2011, management provided $1.1 million to the allowance for loan losses, a decrease of $800 thousand from the preceding quarter and a decrease of $525 thousand over the same three month period in the prior year. Net charge-offs for the quarter ending June 30, 2011 were $336 thousand compared to $1.0 million and $1.6 million for the first quarter of 2011 and the second quarter of 2010, respectively. The provision for loan losses exceeded net charge-offs for the three month period ended June 30, 2011 which is mainly due to an unusually high amount of recoveries during quarter ending June 30, 2011. Recoveries for the three month period ending June 30, 2011 were $699 thousand compared to $214 thousand and $125 thousand for the quarters ending March 31, 2011 and June 30, 2010, respectively.

Based on the evaluation of the adequacy of the allowance for loan losses, management believes that the allowance for loan losses at June 30, 2011 to be adequate and reflects probable incurred losses in the portfolio. The provision for loan losses is based on management’s judgment after taking into consideration all factors connected with the collectability of the existing loan portfolio. Management evaluates the loan portfolio in light of economic conditions, changes in the nature and volume of the loan portfolio, industry standards and other relevant factors. Specific factors considered by management in determining the amounts charged to operating expenses include previous credit loss experience, the status of past due interest and principal payments, the quality of financial information supplied by loan customers and the general condition of the industries in the community to which loans have been made.

Deposits . Total deposits increased $9.0 million, or 1.18%, since December 31, 2010. Balances in the Company’s non-interest bearing deposits increased $3.8 million, or 4.92%, between December 31, 2010 and June 30, 2011. Money market accounts also increased $8.4 million between December 31, 2010 and June 30, 2011. Time deposit accounts decreased $6.4 million, or 2.51%, during the six month period, as customers continued to move deposit dollars from time deposits seeking liquidity. The Company’s focus is on core deposit growth and the Company will continue to price deposit rates to remain competitive within the market and to retain customers. At June 30, 2011, core deposits — savings and money market accounts, time deposits less than $100,000 and demand deposits — represented approximately 85% of total deposits.

Borrowings . Total borrowings increased $1.9 million, or 1.48%, since December 31, 2010. The increase in borrowings is the result of an increase in securities sold under repurchase agreements offset by a decrease in Federal Home Loan Bank (“FHLB”) advances. Repurchase agreements increased $3.1 million while federal home loan advances decreased $1.1 million during the first six months of 2011. The increase in repurchase agreements is due to an increase in public funds deposits and the decrease in FHLB advances is the result of normal pay down of the advances.

Capital Resources. Total stockholders’ equity increased from $88.0 million at December 31, 2010 to $108.6 million at June 30, 2011. The increase is a result of the successful completion by the Company of a 5,000,000 common share offering during January 2011, which injected approximately $14 million into the Company. The increase is also the result of net income and mark to market adjustments in the Company’s investment securities partially offset by cash dividends paid to shareholders during the past twelve months. Shareholders received a $0.03 per share cash dividend on June 30, 2011 and a total of $0.06 per share cash dividends paid in the past two quarters. Book value per share decreased 9.9% from $6.45 per share at December 31, 2010 to $5.81 per share at June 30, 2011. This decrease is mainly the result of the sale of stock at less than book value.

The capital management function is a regular process that consists of providing capital for both the current financial position and the anticipated future growth of the Company. As of June 30, 2011 the Company’s total risk-based capital ratio stood at 16.94%, and the Tier I risk-based capital ratio and Tier I leverage ratio were at 15.65% and 9.41%, respectively. Management believes that the Company and the Bank meet all capital adequacy requirements to which they are subject, as of June 30, 2011.

Due to the continuing growth in Farmers Bank’s business and the increase in its allowance for loan losses associated with current economic conditions, senior management and the Board have determined that higher levels of capital are appropriate. The OCC concurred in the Board’s view that additional capital would be beneficial in supporting its continued growth and operations. As a result, effective February 2, 2010, the OCC proposed and Farmers Bank accepted the following individual minimum capital requirements for Farmers Bank: Tier I Capital to Adjusted Total Assets of 7.20% and Total Capital to Risk-Weighted Assets of 11.00%. At June 30, 2011, the Bank is in compliance with these minimum capital requirements.

Critical Accounting Policies

The Company follows financial accounting and reporting policies that are in accordance with U.S. GAAP. These policies are presented in Note 1 of the consolidated audited financial statements in the Company’s Annual Report to Shareholders included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2010. Critical accounting policies are those policies that require management’s most difficult, subjective or complex judgments, often as a result of the need to make estimates about the effect of matters that are inherently uncertain. The Company has identified two accounting policies that are critical accounting policies and an understanding of these policies is necessary to understand the Company’s financial statements. These policies relate to determining the adequacy of the allowance for loan losses and other-than-temporary impairment of securities. Additional information regarding these policies is included in the notes to the aforementioned 2010 consolidated financial statements, Note 1 (Summary of Significant Accounting Policies), Note 2 (Securities), Note 3 (Loans), and the sections captioned “Loan Portfolio” and “Investment Securities”.

Management believes that the accounting for goodwill and other intangible assets also involves a higher degree of judgment than most other significant accounting policies. U.S. GAAP establishes standards for the amortization of acquired intangible assets and the impairment assessment of goodwill. Goodwill arising from business combinations represents the value attributable to unidentifiable intangible assets in the business acquired. The Company’s goodwill relates to the value inherent in the banking industry and that value is dependent upon the ability of the Company’s trust subsidiary to provide quality, cost-effective trust services in a competitive marketplace. The goodwill value is supported by revenue that is in part driven by the volume of business transacted. A decrease in earnings resulting from a decline in the customer base or the inability to deliver cost-effective services over sustained periods can lead to impairment of goodwill that could adversely impact earnings in future periods. U.S. GAAP requires an annual evaluation of goodwill for impairment, or more frequently if events or changes in circumstances indicate that the asset might be impaired. The fair value of the goodwill, which resides on the books of the Trust, is estimated by reviewing the past and projected operating results for the subsidiary and trust banking industry comparable information.

Liquidity

The Company maintains, in the opinion of management, liquidity sufficient to satisfy depositors’ requirements and meet the credit needs of customers. The Company depends on its ability to maintain its market share of deposits as well as acquiring new funds. The Company’s ability to attract deposits and borrow funds depends in large measure on its profitability, capitalization and overall financial condition. The Company’s objective in liquidity management is to maintain the ability to meet loan commitments, purchase securities or to repay deposits and other liabilities in accordance with their terms without an adverse impact on current or future earnings. Principal sources of liquidity for the Company include assets considered relatively liquid, such as federal funds sold, cash and due from banks, as well as cash flows from maturities and repayments of loans, and securities.

Along with its liquid assets, the Bank has additional sources of liquidity available which help to insure that adequate funds are available as needed. These other sources include, but are not limited to, loan repayments, the ability to obtain deposits through the adjustment of interest rates and the purchasing of federal funds and borrowings on an approved line of credit at a major domestic bank. At June 30, 2011, this line of credited totaled $15.0 million and the Bank had not borrowed against this line. In addition, the Company has a $1.5 million revolving line of credit with a correspondent bank. The outstanding balance at June 30, 2011 was $1.1 million. Management feels that its liquidity position is adequate and continues to monitor the position on a monthly basis. As of June 30, 2011, the Bank had outstanding balances with the FHLB of Cincinnati of $23.4 million with additional borrowing capacity of approximately $77.6 million with the FHLB as well as access to the Federal Reserve Discount Window, which provides an additional source of funds. The Bank views its membership in the FHLB as a solid source of liquidity.

The primary investing activities of the Company are originating loans and purchasing securities. During the first six months of 2011, net cash used by investing activities amounted to $24.7 million, compared to $17.5 million used in investing activities for the same period in 2010. Purchases of securities amounted to $63.3 million used during the first six months of 2011 compared to $39.0 million used during the same period in 2010. $19.8 million in net cash provided by loan originations and payments during the first six months of 2011, compared to $7.6 million used in loan originations and payments during the same period in 2010, accounted for a majority of the $7.3 million change in cash provided by investing activities. The cash provided by lending activities during this year’s first six month period can be attributed to a reduction to the activity in the indirect, consumer real estate, and the commercial loan portfolios.

The primary financing activities of the Company are obtaining deposits, repurchase agreements and other borrowings. Net cash provided by financing activities amounted to $23.8 million for the first six months of 2011, compared to $7.3 million used by financing activities for the same period in 2010. $13.8 million of this change is a result of the issuance of the Company’s common and treasury shares during the public offering during the first quarter of 2011. A smaller increase of $8.9 million in the short term borrowings category, compared to prior year, along with $9.0 million in cash provided by deposits in 2011 compared to $16.9 million in cash used for deposits in 2010 accounted for the remaining differences in financing activities.

Off-Balance Sheet Arrangements

In the normal course of business, to meet the financial needs of our customers, we are a party to financial instruments with off-balance sheet risk. These financial instruments generally include commitments to originate mortgage, commercial and consumer loans, and involve to varying degrees, elements of credit and interest rate risk in excess of amounts recognized in the Consolidated Balance Sheets. The Bank’s maximum exposure to credit loss in the event of nonperformance by the borrower is represented by the contractual amount of those instruments. Because some commitments may expire without being drawn upon, the total commitment amounts do not necessarily represent future cash requirements. The same credit policies are used in making commitments as are used for on-balance sheet instruments. Collateral is required in instances where deemed necessary. Undisbursed balances of loans closed include funds not disbursed but committed for construction projects. Unused lines of credit include funds not disbursed, but committed for, home equity, commercial and consumer lines of credit. Financial standby letters of credit are conditional commitments issued to guarantee the performance of a customer to a third party. Those guarantees are primarily used to support public and private borrowing arrangements. The credit risk involved in issuing letters of credit is essentially the same as that involved in extending loan facilities to customers. Total unused commitments were $82.8 million at June 30, 2011 and $68.3 million at December 31, 2010.

Recent Market and Regulatory Developments

In response to the current national and international economic recession, and in an effort to stabilize and strengthen the financial markets and banking industries, the United States Congress and governmental agencies have taken a number of significant actions over the past several years, including the passage of legislation and the implementation of a number of programs. The most recent of these actions was the passage into law, on July 21, 2010, of the Dodd-Frank Wall Street Reform and Consumer Protection Act (the “Dodd-Frank Act”). The Dodd-Frank Act is the most comprehensive change to banking laws and the financial regulatory environment since the Great Depression of the 1930s. The Dodd-Frank Act affects almost every aspect of the nation’s financial services industry and mandates change in several key areas, including regulation and compliance, securities regulation, executive compensation, regulation of derivatives, corporate governance, and consumer protection. While these changes in the law will have a major impact on large financial institutions, even relatively smaller institutions such as the Company will be affected.

For example, state consumer financial protection laws historically have been preempted in their application to national banking associations by the National Bank Act and rules and interpretations adopted by the Office of the Comptroller of the Currency (“OCC”) under that statute. Federal preemption of these laws will be diminished under the new regulatory regime. As Congress has authorized states to enact their own substantive protections and to allow state attorneys general to initiate civil actions to enforce federal consumer protections. In this respect, the Company will be subject to regulation by the new Bureau of Consumer Financial Protection (the “Bureau”) under the Board of Governors of the Federal Reserve System (the “Federal Reserve Board”). The Bureau will consolidate enforcement currently undertaken by myriad financial regulatory agencies, and will have substantial power to define the rights of consumers and responsibilities of providers, including the Company.

In addition, and among many other legislative changes that the Company will assess, the Company will: (1) experience a new assessment model from the FDIC based on assets, not deposits; (2) be subject to enhanced executive compensation and corporate governance requirements; and (3) be able, for the first time (and perhaps competitively compelled) to offer interest on business transaction and other accounts.

The extent to which the Dodd-Frank Act and initiatives thereunder will succeed in addressing the credit markets or otherwise result in an improvement in the national economy is uncertain. In addition, because most aspects of this legislation will be subject to intensive agency rulemaking and subsequent public comment prior to implementation over the next several months, it is difficult to predict at this time the ultimate effect of the Dodd-Frank Act on the Company. It is likely, however, that the Company’s expenses will increase as a result of new compliance requirements.

Various legislation affecting financial institutions and the financial industry will likely continue to be introduced in Congress, and such legislation may further change banking statutes and the operating environment of the Company in substantial and unpredictable ways, and could increase or decrease the cost of doing business, limit or expand permissible activities or affect the competitive balance depending upon whether any of this potential legislation will be enacted, and if enacted, the effect that it or any implementing regulations, would have on the financial condition or results of operations of the Company or any of its subsidiaries. With the enactment of the Dodd-Frank Act, the nature and extent of future legislative and regulatory changes affecting financial institutions remains very unpredictable at this time.

To the extent that the previous information describes statutory and regulatory provisions applicable to the Company, it is qualified in its entirety by reference to the full text of those provisions or agreement. Also, such statutes, regulations and policies are continually under review by Congress and state legislatures and federal and state regulatory agencies and are subject to change at any time, particularly in the current economic and regulatory environment. Any such change in statutes, regulations or regulatory policies applicable to the Company could have a material effect on the business of the Company.


Item 3.		Quantitative and Qualitative Disclosures About Market Risk

The Company’s ability to maximize net income is dependent, in part, on management’s ability to plan and control net interest income through management of the pricing and mix of assets and liabilities. Because a large portion of assets and liabilities of the Company are monetary in nature, changes in interest rates and monetary or fiscal policy affect its financial condition and can have significant impact on the net income of the Company. Additionally, the Company’s balance sheet is currently liability sensitive and in the low interest rate environment that exists today, the Company’s net interest margin should maintain current levels throughout the near future.

The Company considers the primary market exposure to be interest rate risk. Simulation analysis is used to monitor the Company’s exposure to changes in interest rates, and the effect of the change to net interest income. The following table shows the effect on net interest income and the net present value of equity in the event of a sudden and sustained 200 basis point increase or decrease in market interest rates:


Changes In Interest Rate	June 30, 2011	December 31, 2010	ALCO
(basis points)	Result	Result	Guidelines
Net Interest Income Change
+200	-3.11%	-3.54%	15.00%
-200	-4.37%	-3.10%	15.00%
Net Present Value
Of Equity Change
+200	.89%	-2.24%	20.00%
-200	-34.87%	-32.08%	20.00%

The results of the simulation indicate that in an environment where interest rates rise or fall 100 and 200 basis points over a 12 month period, using June 30, 2011 amounts as a base case, and considering the increase in deposit liabilities, and the volatile financial markets. It should be noted that the change in the net present value of equity exceeded policy when the simulation model assumed a sudden decrease in rates of 200 basis points (2%). This was primarily because the positive impact on the fair value of assets would not be as great as the negative impact on the fair value of certain liabilities. Specifically, because core deposits typically bear relatively low interest rates, their fair value would be negatively impacted as the rates could not be adjusted by the full extent of the sudden decrease in rates. Management does not believe that a 200 basis rate decline is realistic in the current interest rate environment. The remaining results of this analysis comply with internal limits established by the Company. A report on interest rate risk is presented to the Board of Directors and the Asset/Liability Committee on a quarterly basis. The Company has no market risk sensitive instruments held for trading purposes, nor does it hold derivative financial instruments, and does not plan to purchase these instruments in the near future.


Item 4.		Controls and Procedures

Based on their evaluation, as of the end of the period covered by this Quarterly Report on Form 10-Q, the Company’s Chief Executive Officer and Chief Financial Officer have concluded the Company’s disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) of the Securities Exchange Act of 1934) are effective. There were no changes in the Company’s internal controls over financial reporting (as defined in Rule 13a — 15(f) under the Exchange Act) that occurred during the fiscal quarter ended June 30, 2011, that have materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting.

PART II — OTHER INFORMATION


Item 1.		Legal Proceedings

In the opinion of management there are no outstanding legal actions that will have a material adverse effect on the Company’s financial condition or results of operations.


Item 1A.		Risk Factors

There have been no material changes to the Company’s risk factors from those disclosed in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2010.


Item 2.		Unregistered Sales of Equity Securities and Use of Proceeds Purchases of equity securities by the issuer.

On July 14, 2009, the Company announced the adoption of a stock repurchase program that authorizes the repurchase of up to 4.9% or approximately 657 thousand shares of its outstanding common stock in the open market or in privately negotiated transactions. This program expired in July 2010 and as of this filing had not been renewed.

There was no treasury stock purchased by the issuer during the second quarter of 2011.


Item 3.		Defaults Upon Senior Securities

Not applicable.


Item 4.		(Removed and Reserved).


Item 5.		Other Information

Not applicable.


Item 6.		Exhibits

The following exhibits are filed or incorporated by reference as part of this report:


	3.1			Articles of Incorporation of Farmers National Banc Corp., as amended (incorporated by reference from Exhibit 4.1 to the Company’s Registration Statement on Form S-3 filed with the SEC on October 3, 2001 (File No. 333-70806).

	3.2			Amended Code of Regulations of Farmers National Banc Corp. (filed herewith).

	10.1			Farmers National Banc Corp. Form of Indemnification Agreement (incorporated by reference from Exhibit 10.1 to the Company’s Current Report on Form 8-K filed with the SEC on April 29, 2011).

	10.2			Farmers National Banc Corp. Cash Incentive Plan (incorporated by reference from Exhibit 10.1 to the Company’s Current Report on Form 8-K filed with the SEC on June 24, 2011).

	10.3			Farmers National Banc Corp. Long-Term Incentive Plan (incorporated by reference from Exhibit 10.1 to the Company’s Current Report on Form 8-K filed with the SEC on June 29, 2011).


10.4		Retirement Agreement by and between Farmers National Banc Corp., the Farmers National Bank of Canfield and Frank L. Paden (incorporated by reference from Exhibit 10.2 to the Company’s Current Report on Form 8-K filed with the SEC on June 29, 2011).

31.1		Rule 13a-14(a)/15d-14(a) Certification of John S. Gulas, President and Chief Executive Officer of the Company (filed herewith).

31.2		Rule 13a-14(a)/15d-14(a) Certification of Carl D. Culp, Executive Vice President, Chief Financial Officer and Treasurer of the Company (filed herewith).

32.1		Certification pursuant to 18 U.S.C. Section 1350 of John S. Gulas, President and Chief Executive Officer of the Company (filed herewith).

32.2		Certification pursuant to 18 U.S.C. Section 1350 of Carl D. Culp, Executive Vice President, Chief Financial Officer and Treasurer of the Company (filed herewith).

101	*	The following materials from the Company’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2011, formatted in XBRL (Extensible Business Reporting Language): (i) the Consolidated Balance Sheets; (ii) the Consolidated Statements of Income and Comprehensive Income; (iii) the Consolidated Statements of Cash Flows; and (iv) Notes to Consolidated Financial Statements, tagged as blocks of text.


*		As provided in Rule 406T of Regulation S-T, this information shall not be deemed “filed” for purposes of Section 11 and 12 of the Securities Act of 1933 and Section 18 of the Securities Exchange Act of 1934 or otherwise subject to liability under those sections.

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.


FARMERS NATIONAL BANC CORP.

Dated: August 9, 2011

/s/John S. Gulas John S. Gulas
President and Chief Executive Officer

Dated: August 9, 2011

/s/Carl D. Culp Carl D. Culp
Executive Vice President and Treasurer

Exhibit 3.2

AMENDED
CODE OF REGULATIONS
OF
FARMERS NATIONAL BANC CORP.

(As of April 28, 2011)

ARTICLE I
OFFICES

SECTION 1. PRINCIPAL OFFICE. The principal office of the corporation shall be in the City of Canfield, Ohio, as may be designated from time to time by the Board of Directors.

SECTION 2. OTHER OFFICES. The corporation shall also have offices at such other places without, as well as within, the State of Ohio, as the Board of Directors may from time to time determine.

ARTICLE II
MEETINGS OF SHAREHOLDERS

SECTION 1. ANNUAL MEETING. The annual meeting of the shareholders of this corporation, for the purpose of fixing or changing the number of directors of the corporation, electing directors and transacting such other business as may come before the meeting, shall be held on a day, to be determined by the Board of Directors, in the month of April each year.

SECTION 2. SPECIAL MEETINGS. Special Meetings of the shareholders may be called at any time by the Chairman of the Board of Directors, President or a Vice President, or a majority of the Board of Directors acting with or without a meeting, or the holder or holders of one-fourth of all shares outstanding and entitled to vote thereat.

SECTION 3. PLACE OF MEETINGS. Meetings of shareholders shall be held at the office of the corporation in the City of Canfield, Ohio, unless the Board of Directors decides that a meeting shall be held at some other place within or without the State of Ohio and causes the notice thereof to so state.

SECTION 4. NOTICES OF MEETINGS. Unless waived, a written, printed or typewritten notice of each annual or special meeting, stating the day, hour and place and the purpose or purposes thereof, shall be served upon or mailed to each shareholder of record (a) as of the day next preceding the day on which notice is given or (b) if a record date therefor is duly fixed, of record as of said date. Such notice shall be given not more than sixty (60) days, nor less than ten (10) days before any such meeting. If mailed, it shall be directed to a shareholder at his address as the same appears upon the records of the corporation.

All notices with respect to any shares of record in the names of two or more persons may be given to whichever of such persons is named first on the books of the corporation, and notice so given shall be effective as to all the holders of record of such shares.

Every person who by operation of law, transfer, transmission or otherwise shall become entitled to any share or right or interest therein shall be bound by every notice in respect of such share which, prior to his name and address being entered upon the books of the corporation as the registered holder of such share, shall have been given to the person in whose name such share appears of record.

SECTION 5. WAIVER OF NOTICE. Any shareholder, either before or after any meeting, may waive in writing any notice required to be given by law or under these Regulations; and whenever all of the shareholders entitled to vote shall meet in person or by proxy and consent to hold a meeting, it shall be valid for all purposes without call or notice and at such meeting any action may be taken.

SECTION 6. QUORUM. The shareholders present in person, by proxy, or by the use of communications equipment representing not less than one third of the outstanding voting stock shall constitute a quorum for such meeting, except when a greater proportion is required by law or the Articles of Incorporation.

At any meeting at which a quorum is present, all questions and business which shall come before the meeting shall be determined by the vote of the holders of a majority of such voting shares as are represented in person or by proxy, except when a greater proportion is required by law or the Articles of Incorporation.

The holders of a majority of the voting shares represented at any meeting, whether or not a quorum is present, may adjourn such meeting from time to time and from place to place without notice other than by announcement at the meeting, except when a greater proportion is required by law or the Articles of Incorporation.

SECTION 7. PROXIES. Any shareholder of record who is entitled to attend a shareholder’s meeting or to vote thereat or to assent or give consents in writing shall be entitled to be represented at such meetings or vote thereat or to assent or give consents in writing, as the case may be, or to exercise any of his other rights, by proxy or proxies, appointed by a writing signed by such shareholder, which need not be sealed, witnessed or acknowledged.

A telegram, cablegram, wireless message or photogram appearing to have been transmitted by a shareholder or a photographic, photostatic or equivalent reproduction or a writing appointing a proxy shall be a sufficient writing.

No appointment of a proxy shall be valid after the expiration of eleven (11) months after it is made, unless the writing specifies the date on which it is to expire or the length of time it is to continue in force.

Unless the writing appointing a proxy or proxies otherwise provides:

1. Each and every proxy shall have the power of substitution, and, when three (3) or more persons are appointed, a majority of them or their respective substitutes may appoint a substitute or substitutes to act for all;

2. If more than one proxy is appointed, then (a) with respect to voting or giving consents at a shareholders’ meeting, a majority of such proxies as attend the meeting, or if only one attends then that one, may exercise all the voting and consenting authority thereat, and if one or more attend and a majority do not agree on any particular issue, each proxy so attending shall be entitled to exercise such authority with respect to an equal number of shares, and (b) with respect to exercising any other authority, a majority may act for all;

3. A writing appointing a proxy shall not be revoked by the death or incapacity of the maker unless before the vote is taken or the authority granted is otherwise exercised, written notice of such death or incapacity is given to the corporation by the executor or administrator of the estate of such maker or by the fiduciary having control of the shares in respect of which the proxy was appointed;

4. The presence of a shareholder at a meeting shall not operate to revoke a writing appointing a proxy. A shareholder, without affecting any vote previously taken, any revoke such writing not otherwise revoked by giving notice to the corporation in writing or in open meeting.

SECTION 8. VOTING. At any meeting of shareholders, each shareholder of the corporation shall, except as otherwise provided by law or by the Articles of Incorporation or by these Regulations be entitled to one (1) vote in person or by proxy for each share of the corporation registered in his name on the books of the corporation (1) on the date fixed pursuant to subparagraph (f) of Section 2 of Article IV of these Regulations as the record date for the determination of shareholders entitled to vote at such meeting, notwithstanding the prior or subsequent sale, or other disposal of such share or shares or transfer of the same on the books of the corporation of such share or shares on or after the date so fixed, or (2) if no such record date shall have been fixed, then at the time of such meeting.

SECTION 9. FINANCIAL REPORTS. At the annual meeting of shareholders, or the meeting held in lieu thereof, there shall be laid before the shareholders a financial statement consisting of: (1) a balance sheet containing a summary of the assets, liabilities, stated capital and surplus (showing separately any capital surplus arising from unrealized appreciation of assets, other capital surplus and earned surplus) of the corporation as of a date not more than four (4) months before such meeting; if such meeting is an adjourned meeting, said balance sheet may be as of a date not more than four (4) months before the date of the meeting as originally convened; (2) a statement of profit and loss and surplus including a summary of profits, dividends paid and other changes in the surplus accounts of the corporation for the period commencing with the date marking the end of the period for which the last preceding statement of profit and loss required under this section was made and ending with the date of said balance sheet.

An opinion signed by the President or a Vice President or the Treasurer or an Assistant Treasurer, or by a public accountant or firm of public accountants, shall be appended to such financial statement, stating that the financial statement presents fairly the corporation’s financial position and the results of its operations in conformity with generally accepted accounting principles applied on a basis consistent with that of the preceding period, or such other opinion as is in accordance with sound accounting practice.

SECTION 10. ACTION WITHOUT A MEETING. Any action which may be authorized or taken at any meeting of shareholders may be authorized or taken without a meeting in a writing or writings signed by all the holders of shares who would be entitled to notice of a meeting of the shareholders for such purpose. Such writing or writings shall be filed with or entered upon the records of the corporation.

ARTICLE III
PROCEDURES FOR ELECTION OF DIRECTORS

SECTION 1. NUMBER OF DIRECTORS. The number of directors constituting the entire Board shall not be less than five (5) nor more than twenty-five (25), the exact number of directors to be determined from time to time by a sixty-six and two-thirds percent (66 2/3%) majority vote of the whole Board of Directors of the corporation, and such exact number shall be eight (8) until otherwise so determined in accordance with this Article III, Section 1. Unless otherwise provided by law, any vacancy in the Board of Directors for any reason, including an increase in the number thereof, shall be filled by action of the Board of Directors as provided in accordance with these Regulations.

SECTION 2. NOMINATIONS. Nominations of persons for election to the Board of Directors of the Corporation at a meeting of the shareholders may be made by or at the direction of the Board of Directors. Nominations may also be made at a meeting of shareholders by any shareholder of the corporation entitled to vote for the election of directors at the meeting who complies with the notice procedures set forth in this Section 2 of Article III. Such nominations, other than those made by or at the direction of the Board, shall be made pursuant to timely notice in writing to the Secretary of the corporation. To be timely, a shareholder’s notice shall be delivered to or mailed and received at the principal executive offices of the corporation not less than ninety (90) days nor more than one hundred-twenty (120) days prior to the meeting; provided, however, that in the event that less than ninety (90) days’ notice or prior public disclosure of the date of the meeting is given or made to shareholders, notice by the shareholder to be timely must be so delivered or mailed no later than the close of business on the 7th day following the date public disclosure was made, whichever first occurs. Such shareholder’s notice to the Secretary shall set forth (a) as to each nominee of the shareholder: (i) the name, age, business address and residence address of the person, (ii) the principal occupation or employment history of the person for the last five (5) years, and (iii) the class and number of shares of capital stock of the corporation which are directly and beneficially owned by the person; and (b) as to the shareholder giving the notice (i) the name and record address of the shareholder and (ii) the class and number of shares of capital stock of the corporation which are directly and beneficially owned by the shareholder. The corporation may require any proposed nominee to furnish such other information as may reasonably be required by the corporation to determine the eligibility of such proposed nominee to serve as director of the corporation. No person shall be eligible for election as a director of the corporation at a meeting of the shareholders unless nominated in accordance with the procedures set forth herein. The chairman of the meeting shall, if the facts warrant, determine and declare to the meeting that a nomination was not made in accordance with the foregoing procedure and the defective nomination shall be disregarded.

SECTION 3. ELECTION AND TERM OF DIRECTORS. The Board of Directors shall be divided into three (3) classes with the term of office of one class expiring each year. At the annual meeting of Shareholders held in 2001, directors of the first class shall be elected to hold office for a term expiring at the next succeeding annual meeting, directors of the second class shall be elected to hold office for a term expiring at the second succeeding annual meeting, and directors of the third class shall be elected to hold office for a term expiring at the third succeeding annual meeting. Any vacancies in the Board of Directors for any reason, and any newly created directorships resulting from an increase in the number of directors, may be filled by the Board of Directors, acting by a majority of the directors then in office, although less than a quorum, and any director so chosen shall hold office until the next election of the class for which such director shall have been chosen and until their successor shall be elected and qualified.

No decrease in the number of directors shall shorten the term of any incumbent director. Subject to the foregoing, at each annual meeting of shareholders, the successors to the class of directors whose term shall then expire shall be elected to hold office for a term expiring at the third succeeding annual meeting.

Amendment of this Article III, Section 3 — ELECTION AND TERM OF DIRECTORS, shall require a sixty-six and two-thirds percent (66 2/3%) majority vote of the shareholders.

SECTION 4. VACANCIES. In case of a vacancy in the Board of Directors, through increase in the number of directors, death, resignation, disqualification, or other cause, the remaining directors, by an affirmative vote of a majority thereof, shall elect a successor to hold office for the unexpired portion of the term of the director whose place is vacant. If the vacancy is created through an increase in the number of directors, the Board of Directors shall determine the class of such directorship.

SECTION 5. REMOVAL OF DIRECTOR. Any or all of the directors shall only be removed with cause and only by the affirmative vote of the holders of not less than sixty-six and two-thirds percent (66 2/3%) of the voting stock of the corporation at a meeting called for such purpose. Sufficient showing of cause shall be determined by a two-thirds (2/3) majority vote of the unaffected directors if there exists a minimum of four (4) unaffected directors. In the event there exists less than four (4) unaffected directors, then sufficient showing of cause shall be determined by unanimous vote of the unaffected directors and by an opinion of an uninterested legal counsel designated by the President of the corporation, which such opinion concurs with the findings of the unaffected directors.

ARTICLE IV
POWERS, MEETING AND COMPENSATION OF DIRECTORS

SECTION 1. GENERAL POWERS OF THE BOARD. The powers of the corporation shall be exercised, its business and affairs conducted, and its property controlled by the Board of Directors, except as otherwise provided in the Articles of Incorporation, amendments thereto, or General Corporation Act of Ohio.

SECTION 2. OTHER POWERS. Without prejudice to the general powers conferred by or implied in the preceding section, the directors, acting as a Board, shall have powers:

(a) To fix, define and limit the powers and duties of all officers and to fix the salaries of all officers;

(b) To appoint, and at their discretion, with or without cause, to remove or suspend, such subordinate officers, assistants, managers, agents and employees as the directors may from time to time deem advisable, and to determine their duties and fix their compensation;

(c) To require any officer, agent or employee of the corporation to furnish a bond for faithful performance in such amount and with such sureties as the Board may approve;

(d) To designate a depository or depositories of the funds of the corporation and the officer or officers or other persons who shall be authorized to sign notes, check drafts, contracts, deeds, mortgages and other instruments on behalf of the corporation;

(e) To appoint and remove transfer agents and/or registrars for the corporation’s shares;

(f) To fix a time not exceeding forty-five (45) days preceding the date of any meeting of shareholders, or the date fixed for the payment of any dividend or distribution, or the date for the allotment of rights, or (subject to contract rights with respect thereto) the date when any change or conversion or exchange of shares shall be made or go into effect, as a record date for the determination of the shareholders entitled to notice of and to vote at any such meeting, or entitled to receive payment of any such dividend, distribution or allotment of rights, or to exercise the rights in respect to any such change, conversion or exchange of shares, and in such case, only the persons who are shareholders of record on the date so fixed shall be entitled to notice of and to vote at such meeting, or to receive payment of such dividend, distribution or allotment of rights, or to exercise such rights, as the case may be, notwithstanding any transfer of any shares on the books of the corporation after any record date fixed as aforesaid, or change of ownership of any shares either before or after such record date, and such persons shall conclusively be deemed to be the shareholders of the corporation on such record date, notwithstanding notice or knowledge to the contrary; and the Board of Directors may close the books of the corporation against transfer of shares during the whole or any part of such period; and

(g) To establish such rules and regulations respecting the issuance and transfer of shares and certificates for shares as the Board of Directors may consider reasonable.

SECTION 3. MEETINGS OF THE BOARD. A meeting of the Board of Directors shall be held immediately following the adjournment of each shareholders’ meeting at which directors are elected; notice of such meeting need not be given.

The Board of Directors may, by by-laws or resolution, provide for other meetings of the Board.

Special meetings of the Board of Directors may be held at any time upon call of the Chairman of the Board of Directors, President, a Vice President, or any two members of the Board.

Notice of any special meeting of the Board of Directors shall be mailed to each director addressed to him at his residence or usual place of business, at least five (5) days before the day on which the meeting is to be held, or shall be sent to him at such place by telegraph, cable, radio or wireless, or be given personally or by telephone, not later than the day before the day on which the meeting is to be held. Every such notice shall state the time and place of the meeting but need not state the purposes thereof. Notice of any meeting of the Board need not be given to any director, however, if waived by him in writing or by telegraph, cable, radio or wireless, whether before or after such meeting is held, or if he shall be present at such meeting; and any meeting of the Board shall be a legal meeting without any notice thereof having been given, if all the directors shall be present thereat.

Meetings of the Board shall be held at the office of the corporation in the City of Canfield, Ohio, or at such other place, within or without the State of Ohio, as the Board may determine from time to time and as may be specified in the notice thereof. Meetings of the Board of Directors may also be held by the utilization of simultaneous telephonic communications linking all directors present at such meetings, and all such business conducted via such telephonic communication shall be considered legally enforceable by the corporation.

SECTION 4. QUORUM. A majority of the Board of Directors shall constitute a quorum for the transaction of business, provided that whenever less than a quorum is present at the time and place appointed for any meeting of the Board, a majority of those present may adjourn the meeting from time to time, without notice other than by announcement at the meeting, until a quorum shall be present.

SECTION 5. ACTION WITHOUT MEETING. Any action may be authorized or taken without a meeting in a writing or writings signed by all of the directors, which writing or writings shall be filed with or entered upon the records of the corporation.

SECTION 6. COMPENSATION. The directors, as such, shall not receive any salary for their services, but by resolution of the Board, a fixed sum and expenses of attendance, if any, may be allowed for attendance at each regular or special meeting of the Board; provided that nothing herein contained shall be construed to preclude any director from serving the corporation in any other capacity and receiving compensation therefore. Members of the executive committee or of any standing or special committee may by resolution of the Board be allowed such compensation for their services as the Board may deem reasonable, and additional compensation may be allowed to directors for special services rendered.

SECTION 7. BY-LAWS. For the government of its actions, the Board of Directors may adopt by-laws consistent with the Articles of Incorporation.

ARTICLE V
COMMITTEES

SECTION 1. COMMITTEES. The Board of Directors may by resolution provide for such standing or special committees as it deems desirable, and discontinue the same at its pleasure. Each such committee shall have such powers and perform such duties, not inconsistent with law, as may be designated by the Board of Directors. Vacancies in such committees should be filed by the Board of Directors, or as it may provide.

ARTICLE VI
OFFICERS

SECTION 1. GENERAL PROVISIONS. The Board of Directors shall elect a President, such number of Vice Presidents as the Board may from time to time determine, a Secretary and a Treasurer, and in its discretion, a Chairman of the Board of Directors and a Vice Chairman of the Board of Directors. If no such Chairman of the Board is elected by the Board of Directors, the President of the corporation shall act as presiding officer of the corporation. The Board of Directors may from time to time create such offices and appoint such other officers, subordinate officers and assistant officers as it may determine. The President and the Chairman of the Board shall be, but the other officers need not be, chosen from among the members of the Board of Directors. Any two or more of such offices, other than that of President and Vice President, Secretary and Assistant Secretary, or Treasurer and Assistant Treasurer, may be held by the same person, but no officer shall execute, acknowledge or verify any instrument in more than one capacity.

SECTION 2. TERM OF OFFICE. The officers of the corporation shall hold office during the pleasure of the Board of Directors and, unless sooner removed by the Board of Directors, until the organization meeting of the Board of Directors following the date of their election or until their successors are chosen and qualified.

The Board of Directors may remove any officer at any time, with or without cause, by a majority vote.

A vacancy in any office, however created, shall be filled by the Board of Directors.

ARTICLE VII
DUTIES OF OFFICERS

SECTION 1. CHAIRMAN OF THE BOARD. The Chairman of the Board, if one be elected, shall preside at all meetings of the shareholders and Board of Directors and shall have such other powers and duties as may be prescribed by the Board of Directors or prescribed by the General Corporation Act.

SECTION 2. VICE CHAIRMAN OF THE BOARD. The Vice Chairman of the Board, if one be elected, shall preside at all meetings of the shareholders and Board of Directors, in the absence of the Chairman of the Board. The Vice Chairman shall have such powers and duties as may be prescribed by the Board of Directors, or prescribed by the Chairman of the Board, or General Corporation Act.

SECTION 3. PRESIDENT. The President shall be the chief executive officer of the corporation and shall exercise supervision over the business of the corporation and over its several officers, subject, however, to the control of the Board of Directors. In the absence of or if a Chairman of the Board shall not have been elected or a Vice Chairman shall not have been elected, he shall preside at meetings of the shareholders and Board of Directors. He shall have authority to sign all certificates for shares and all deeds, mortgages, notes, bonds, contracts and other instruments requiring his signature, and shall have all the powers and duties prescribed by the General Corporation Act and such others as the Board of Directors may from time to time assign him.

SECTION 4. VICE PRESIDENTS. The Vice Presidents shall perform such duties as are conferred upon them by these Regulations or as may from time to time be assigned to them by the Board of Directors, the Chairman of the Board, or the President. At the request of the President, or in his absence or disability, the Vice President, designated by the President (or, in the absence of such designation, the Vice President designated by the Board) shall perform all the duties of the President and, when so acting, shall have all the powers of the President. The authority of Vice Presidents to sign in the name of the corporation all certificates for shares and authorized deeds, mortgages, bonds, contracts, notes and other instruments shall be coordinate with like authority of the President. Any one or more of the Vice presidents may be designated as an “Executive Vice President.”

SECTION 5. SECRETARY. The Secretary shall keep minutes of all the proceedings of the shareholders and Board of Directors and shall make proper record of the same, which shall be attested by him; sign all certificates for shares and all deeds, mortgages, bonds, contracts, notes and other instruments executed by the corporation and requiring his signature; give notice of meetings of shareholders and directors; produce on request at each meeting of shareholders for the election of directors a certified list of shareholders, arranged in alphabetical order; keep such books as may be required by the Board of Directors and file all reports to States, to the Federal Government and to foreign countries; and perform such other and further duties as may from time to time be assigned to him by the Board of Directors, the Chairman of the Board or by the President.

SECTION 6. TREASURER. The Treasurer shall have general supervision of all finances; he shall receive and have in charge all monies, bills, notes, deeds, leases, mortgages and similar property belonging to the corporation; and shall do with the same as may from time to time be required by the Board of Directors. He shall cause to be kept adequate and correct accounts of the business transactions of the corporation, including account of its assets, liabilities, receipts, disbursements, gains, losses, stated capital, surplus and shares, together with such other accounts as may be required, and, upon the expiration of her term of office, shall turn over to his successor or to the Board of Directors all property, books, papers and monies of the corporation in his hands; and he shall perform such other duties as may from time to time be assigned to him by the Board of Directors.

SECTION 7. ASSISTANT AND SUBORDINATE OFFICERS. The Board of Directors may appoint such assistant and subordinate officers as it may deem desirable. Each such officer shall hold office during the pleasure of the Board of Directors and shall perform such duties as the Board of Directors may prescribe. The Board of Directors may from time to time authorize any officer to appoint and remove subordinate officers, to prescribe their authority and duties and to fix their compensation.

SECTION 8. DUTIES OF OFFICERS MAY BE DELEGATED. In the absence of any officer of the corporation, or for any other reason which the Board of Directors may deem sufficient, the Board of Directors may delegate for the time being powers or duties or any of them, of any such officer to any other officer or to any director.

ARTICLE VIII
CERTIFICATE FOR SHARES

SECTION 1. FORM AND EXECUTION. Certificates for shares shall be issued to each shareholder in such form as shall be approved by the Board of Directors. Such certificates shall be signed by the Chairman of the Board of Directors or the President or a Vice President and by the Secretary, an Assistant Secretary, the Treasurer or an Assistant Treasurer of the corporation, which shall certify the number and class of shares held by him in the corporation, but no certificate for shares shall be executed or delivered until such shares are fully paid. When such certificate is countersigned by an Incorporated Transfer Agent or Registrar, the signature of any of said officers and the seal of the corporation may be facsimile, engraved, stamped or printed. Although any officer of the corporation whose manual or facsimile signature is affixed to such a certificate ceases to be such officer before the certificate is delivered, such certificate, nevertheless, shall be effective in all other respects when delivered.

Such certificates for share shall be transferable in person or by attorney, but, except as hereinafter provided in the case of lost, mutilated or destroyed certificates, no transfer of shares shall be entered upon the records of the corporation until the previous certificates, if any, given for the same shall have been surrendered and cancelled.

SECTION 2. LOST, MUTILATED OR DESTROYED CERTIFICATES. If any certificates for shares are lost, mutilated or destroyed, the Board of Directors may authorize the execution and delivery of a new certificate in place thereof, upon such terms and conditions as it may deem advisable. The Board of Directors, in its discretion, may refuse to execute such new certificate until the corporation has been indemnified by a final order of decree of a court of competent jurisdiction.

SECTION 3. REGISTERED SHAREHOLDERS. A person in whose name shares are of record on the books of the corporation shall conclusively be deemed the unqualified owner thereof, for all purposes, and to have capacity to exercise all rights of ownership. Neither the corporation nor any transfer agent of the corporation shall be bound to recognize any equitable interest in or claim to such shares on the part of any other person, whether disclosed upon such certificate or otherwise, nor shall they be obligated to see to the execution of any trust or obligation.

ARTICLE IX
FISCAL YEAR

The fiscal year of the corporation shall end on the 31st day of December, in each year, or on such other day as may from time to time be fixed by the Board of Directors.

ARTICLE X
SEAL

The Board of Directors may, in its discretion, provide a suitable seal containing the name of the corporation. If deemed advisable by the Board of Directors, duplicate seals may be provided and kept for the purposes of the corporation.

ARTICLE XI
AMENDMENTS

These Regulations may be amended or repealed at any meeting of shareholders called for that purpose, by the affirmative vote of the holders of record of shares entitling them to exercise a majority of the voting power on such proposal, or, without a meeting, by the written consent of the holders of record of shares entitling them to exercise two-thirds (2/3) of the voting power on such proposal.

Exhibit 31.a

CERTIFICATIONS

Certification of Chief Executive Officer
CERTIFICATION FOR QUARTERLY REPORT ON FORM 10-Q

I, John S. Gulas certify that:

1) I have reviewed this quarterly report on Form 10-Q of Farmers National Banc Corp. (the “Corporation”);

2) Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3) Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4) The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures, and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5) The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

August 9, 2011


/s/ John S. Gulas John S. Gulas
Chief Executive Officer

Exhibit 31.b

CERTIFICATIONS

Certification of Chief Financial Officer
CERTIFICATION FOR QUARTERLY REPORT ON FORM 10-Q

I, Carl D. Culp certify that:

1) I have reviewed this quarterly report on Form 10-Q of Farmers National Banc Corp. (the “Corporation”);

b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

August 9, 2011


/s/ Carl D. Culp Carl D. Culp
Chief Financial Officer

Exhibit 32.a

CERTIFICATION PURSUANT TO
18 U.S.C. SECTION 1350,
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Quarterly Report of Farmers National Banc Corp. (the “Corporation”) on Form 10-Q for the period ending June 30, 2011 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I John S. Gulas, Chief Executive Officer of the Corporation, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:

(1) The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

(2) The information contained in the report fairly presents, in all material respects, the financial condition and results of operations of the Corporation.


/s/ John S. Gulas John S. Gulas
Chief Executive Officer
August 9, 2011

Exhibit 32.b

CERTIFICATION PURSUANT TO
18 U.S.C. SECTION 1350,
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Quarterly Report of Farmers National Banc Corp. (the “Corporation”) on Form 10-Q for the period ending June 30, 2011 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I Carl D. Culp, Chief Financial Officer of the Corporation, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:

(1) The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

(2) The information contained in the report fairly presents, in all material respects, the financial condition and results of operations of the Corporation.


/s/ Carl D. Culp Carl D. Culp
Chief Financial Officer
August 9, 2011

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