PEOPLES FINANCIAL SERVICES CORP. (Form: 10-Q, Received: 11/07/2016 17:41:54)

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

Form 10-Q

☒ Quarterly report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

for the quarterly period ended September 30, 2016

◻ Transition report pursuant to Section 13 or 15 (d) of the Securities Exchange Act of 1934

for the transition period from

001-36388

(Commission File Number)

PEOPLES FINANCIAL SERVICES CORP.

(Exact name of registrant as specified in its charter)

Pennsylvania	23-2391852
(State of incorporation)	(IRS Employer ID Number)

150 North Washington Avenue, Scranton, PA	18503
(Address of principal executive offices)	(Zip code)

(570) 346-7741

(Registrant’s telephone number, including area code)

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 ☒ No ◻

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

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

Large accelerated filer	◻	Accelerated filer	☒

Non-accelerated filer	◻	Smaller reporting company	◻

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

APPLICABLE ONLY TO CORPORATE ISSUERS:

Indicate the number of shares outstanding of the registrant’s common stock, as of the latest practicable date: 7,394,143 at October 31, 2016.

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PEOPLES FINANCIAL SERVICES CORP.

FORM 10-Q

For the Quarter Ended September 30, 2016


Contents		Page No.

PART I.	FINANCIAL INFORMATION:

Item 1.	Financial Statements (Unaudited)

	Consolidated Balance Sheets at September 30, 2016 and December 31, 2015	3

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

	Consolidated Statements of Changes in Stockholders’ Equity for the Nine Months Ended September 30, 2016 and 2015	5

	Consolidated Statements of Cash Flows for the Nine Months Ended September 30, 2016 and 2015	6

	Notes to Unaudited Consolidated Financial Statements	8

Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	25

Item 3.	Quantitative and Qualitative Disclosures about Market Risk	37

Item 4.	Controls and Procedures	37

PART II	OTHER INFORMATION

Item 1.	Legal Proceedings	38

Item 1A.	Risk Factors	38

Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	38

Item 3.	Defaults upon Senior Securities	38

Item 4.	Mine Safety Disclosures	38

Item 5.	Other Information	38

Item 6.	Exhibits	39

	Signatures	40

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Peoples Financial Services Corp.

CONSOLIDATED BALANCE SHEET S (UNAUDITED)

(Dollars in thousands, except share and per share data)


	September 30, 2016		December 31, 2015
Assets:
Cash and due from banks	$	31,620	$	28,218
Interest-bearing deposits in other banks		294		4,699
Investment securities:
Available-for-sale		249,913		284,935
Held-to-maturity: Fair value September 30, 2016, $11,546; December 31, 2015, $12,606		10,864		12,109
Total investment securities		260,777		297,044
Loans, net		1,522,391		1,340,865
Less: allowance for loan losses		15,712		12,975
Net loans		1,506,679		1,327,890
Loans held for sale		360
Premises and equipment, net		33,049		28,157
Accrued interest receivable		5,309		5,796
Goodwill		63,370		63,370
Intangible assets		4,498		5,397
Other assets		65,283		58,487
Total assets	$	1,971,239	$	1,819,058

Liabilities:
Deposits:
Noninterest-bearing	$	342,782	$	320,978
Interest-bearing		1,223,028		1,134,832
Total deposits		1,565,810		1,455,810
Short-term borrowings		75,300		38,325
Long-term debt		58,685		60,354
Accrued interest payable		434		560
Other liabilities		14,570		15,241
Total liabilities		1,714,799		1,570,290

Stockholders’ equity:
Common stock, par value $2.00, authorized 25,000,000 shares, issued and outstanding 7,394,143 shares at September 30, 2016 and 7,410,606 shares at December 31, 2015		14,788		14,821
Capital surplus		134,853		135,371
Retained earnings		108,677		100,701
Accumulated other comprehensive loss		(1,878)		(2,125)
Total stockholders’ equity		256,440		248,768
Total liabilities and stockholders’ equity	$	1,971,239	$	1,819,058

See notes to unaudited consolidated financial statements

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Peoples Financial Services Corp.

CONSOLIDATED STATEMENTS OF INCOME AND COMPREHENSIVE INCOM E (UNAUDITED)

(Dollars in thousands, except share and per share data)


	Three Months Ended				Nine Months Ended
September 30,	2016		2015		2016		2015
Interest income:
Interest and fees on loans:
Taxable	$	15,294	$	13,341	$	44,400	$	40,072
Tax-exempt		770		585		2,301		1,714
Interest and dividends on investment securities:
Taxable		575		792		1,879		2,508
Tax-exempt		861		858		2,611		2,498
Dividends		10		9		31		24
Interest on interest-bearing deposits in other banks		15		13		47		39
Interest on federal funds sold								9
Total interest income		17,525		15,598		51,269		46,864

Interest expense:
Interest on deposits		1,356		1,229		3,961		3,689
Interest on short-term borrowings		116		11		282		23
Interest on long-term debt		353		245		1,067		756
Total interest expense		1,825		1,485		5,310		4,468
Net interest income		15,700		14,113		45,959		42,396
Provision for loan losses		1,200		900		3,600		2,400
Net interest income after provision for loan losses		14,500		13,213		42,359		39,996

Noninterest income:
Service charges, fees and commissions		1,542		1,531		4,513		4,685
Merchant services income		1,257		1,183		3,209		2,936
Commission and fees on fiduciary activities		539		541		1,495		1,487
Wealth management income		271		224		979		627
Mortgage banking income		217		197		616		667
Life insurance investment income		199		192		594		569
Net gain on sale of investment securities available-for-sale				147		623		979
Total noninterest income		4,025		4,015		12,029		11,950

Noninterest expense:
Salaries and employee benefits expense		5,466		5,397		16,702		16,243
Net occupancy and equipment expense		2,316		2,246		6,998		6,863
Merchant services expense		890		823		2,270		2,006
Amortization of intangible assets		297		296		899		896
Other expenses		3,048		2,944		8,879		8,303
Total noninterest expense		12,017		11,706		35,748		34,311
Income before income taxes		6,508		5,522		18,640		17,635
Income tax expense		1,390		1,113		3,785		3,751
Net income		5,118		4,409		14,855		13,884

Other comprehensive income (loss):
Unrealized (loss) gain on investment securities available-for-sale		(1,120)		826		1,003		134
Reclassification adjustment for net gain on sales included in net income				(147)		(623)		(979)
Other comprehensive (loss) income		(1,120)		679		380		(845)
Income tax related to other comprehensive (loss) income		(392)		237		133		(296)
Other comprehensive (loss) income, net of income taxes		(728)		442		247		(549)
Comprehensive income	$	4,390	$	4,851	$	15,102	$	13,335

Per share data:
Net income:
Basic	$	0.69	$	0.58	$	2.01	$	1.84
Diluted	$	0.69	$	0.58	$	2.01	$	1.84
Average common shares outstanding:
Basic		7,394,143		7,536,824		7,397,581		7,543,751
Diluted		7,394,143		7,536,824		7,397,581		7,543,751
Dividends declared	$	0.31	$	0.31	$	0.93	$	0.93

See notes to unaudited consolidated financial statements

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Peoples Financial Services Corp.

CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUIT Y (UNAUDITED)

(Dollars in thousands, except share and per share data)


							Accumulated
							Other
	Common		Capital		Retained		Comprehensive
	Stock		Surplus		Earnings		Loss		Total
Balance, January 1, 2016	$	14,821	$	135,371	$	100,701	$	(2,125)	$	248,768
Stock based compensation				53						53
Net income						14,855				14,855
Other comprehensive income, net of income taxes								247		247
Dividends declared: $0.93 per share						(6,879)				(6,879)
Shares retired: 16,463 shares		(33)		(571)						(604)
Balance, September 30, 2016		14,788		134,853		108,677		(1,878)		256,440
Balance, January 1, 2015		15,097		140,214		92,297		(829)		246,779
Stock based compensation				52						52
Net income						13,884				13,884
Other comprehensive loss, net of income taxes								(549)		(549)
Dividends declared: $0.93 per share						(7,016)				(7,016)
Shares retired: 24,249 shares		(59)		(1,003)						(1,062)
Balance, September 30, 2015	$	15,038	$	139,263	$	99,165	$	(1,378)	$	252,088

See notes to unaudited consolidated financial statements

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Peoples Financial Services Corp.

CONSOLIDATED STATEMENTS OF CASH FLOW S (UNAUDITED)

(Dollars in thousands, except per share data)


For the Nine Months Ended September 30,	2016		2015
Cash flows from operating activities:
Net income	$	14,855	$	13,884
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation of premises and equipment		1,208		1,178
Amortization of deferred loan costs		575		440
Amortization of intangibles		899		896
Amortization of loss on investment tax credits		358		484
Provision for loan losses		3,600		2,400
Net gain on sale of other real estate owned		(25)		(132)
Net loss on disposal of equipment				87
Loans originated for sale		(17,432)		(20,664)
Proceeds from sale of loans originated for sale		17,688		21,378
Net gain on sale of loans originated for sale		(616)		(667)
Net amortization of investment securities		2,826		3,171
Net gain on sale of investment securities		(623)		(979)
Life insurance investment income		(594)		(569)
Deferred income tax expense				119
Stock based compensation		53		52
Net change in:
Accrued interest receivable		487		253
Other assets		(1,799)		(496)
Accrued interest payable		(126)		(78)
Other liabilities		(671)		(1,827)
Net cash provided by operating activities		20,663		18,930
Cash flows from investing activities:
Proceeds from sales of investment securities available-for-sale		27,408		65,858
Proceeds from repayments of investment securities:
Available-for-sale		42,277		41,659
Held-to-maturity		1,221		1,526
Purchases of investment securities:
Available-for-sale		(36,462)		(70,768)
Net (purchase) redemption of restricted equity securities		(1,508)		343
Net increase in lending activities		(183,482)		(62,156)
Investment in low income housing investment tax credits		(2,045)		(3,050)
Purchases of premises and equipment		(6,100)		(2,848)
Proceeds from the sale of premises and equipment				14
Purchase of investment in life insurance		(1,500)
Proceeds from sale of other real estate owned		702		484
Net cash used in investing activities		(159,489)		(28,938)
Cash flows from financing activities:
Net increase in deposits		110,000		19,092
Repayment of long-term debt		(1,669)		(2,140)
Net increase in short-term borrowings		36,975		10,693
Retirement of common stock		(604)		(1,062)
Cash dividends paid		(6,879)		(7,016)
Net cash provided by financing activities		137,823		19,567
Net (decrease) increase in cash and cash equivalents		(1,003)		9,559
Cash and cash equivalents at beginning of year		32,917		31,426
Cash and cash equivalents at end of year	$	31,914	$	40,985

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Peoples Financial Services Corp.

CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED) (Continued)

(Dollars in thousands, except per share data)


For the Nine Months Ended September 30,	2016		2015
Supplemental disclosures:
Cash paid during the period for:
Interest	$	5,436	$	5,114
Income taxes		3,900		2,900
Noncash items:
Transfers of loans to other real estate	$	761	$	370

See notes to unaudited consolidated financial statements

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Peoples Financial Services Corp.

NOTES TO UNAUDITED CONSOLIDATE D FINANCIAL STATEMENTS

(Dollars in thousands, except share and per share data)

1. Summary of significan t accounting policies:

Nature of operations:

Peoples Financial Services Corp., a bank holding company incorporated under the laws of Pennsylvania, provides a full range of financial services through its wholly-owned subsidiary, Peoples Security Bank and Trust Company (“Peoples Bank”), including its subsidiary, Peoples Advisors, LLC (collectively, the “Company” or “Peoples”). The Company services its retail and commercial customers through twenty-four full-service community banking offices located within the Bucks, Lackawanna, Lehigh, Luzerne, Monroe, Montgomery, Susquehanna, Wayne and Wyoming Counties of Pennsylvania and Broome County of New York.

Basis of presentation:

The accompanying unaudited consolidated financial statements of the Company have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP’) for interim financial information and with the instructions to Form 10-Q and Article 10-01 of Regulation S-X. In the opinion of management, all normal recurring adjustments necessary for a fair presentation of the financial position and results of operations for the periods presented have been included. All significant intercompany balances and transactions have been eliminated in consolidation. Prior-period amounts are reclassified when necessary to conform to the current year’s presentation. These reclassifications did not have any effect on the operating results or financial position of the Company. The operating results and financial position of the Company for the three and nine months ended and as of September 30, 2016, are not necessarily indicative of the results of operations and financial position that may be expected in the future.

The preparation of consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenues and expenses during the reporting period. Significant estimates that are particularly susceptible to material change in the near term relate to the determination of the allowance for loan losses, fair value of financial instruments, the valuation of real estate acquired in connection with foreclosures or in satisfaction of loans, the valuation of deferred tax assets, determination of other-than-temporary impairment losses on securities, impairment of goodwill and fair value of assets acquired and liabilities assumed in business combinations. Actual results could differ from those estimates. For additional information and disclosures required under GAAP, reference is made to the Company’s Annual Report on Form 10-K for the year ended December 31, 2015.

Recent accounting standards:

In August 2016, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2016-15, “Classification of Certain Cash Receipts and Cash Payments.” ASU 2016-15 clarifies how certain cash receipts and cash payments are presented and classified in the statement of cash flows. The amendments are intended to reduce diversity in practice. The ASU contains additional guidance clarifying when an entity should separate cash receipts and cash payments and classify them into more than one class of cash flows (including when reasonable judgment is required to estimate and allocate cash flows) versus when an entity should classify the aggregate amount into one class of cash flows on the basis of predominance.

The amendments are effective for public business entities for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2017. For all other entities, the amendments in this Update are effective for fiscal years beginning after December 15, 2018, and interim periods within fiscal years beginning after December 15, 2019. Early adoption is permitted. If an entity early adopts the amendments in an interim period, any adjustments should be reflected as of the beginning of the fiscal year that includes that interim period. An entity that elects early adoption must adopt all of the amendments in the same period. The company does not expect the adoption of this ASU to have a significant impact on its financial condition or results of operations.

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Peoples Financial Services Corp.

NOTES TO UNAUDITED CONSOLIDATE D FINANCIAL STATEMENTS

(Dollars in thousands, except share and per share data)

2. Other comprehensive loss:

The components of other comprehensive loss and their related tax effects are reported in the Consolidated Statements of Income and Comprehensive Income. The accumulated other comprehensive loss included in the Consolidated Balance Sheets relates to net unrealized gains and losses on investment securities available-for-sale and benefit plan adjustments.

The components of accumulated other comprehensive loss included in stockholders’ equity at September 30, 2016 and December 31, 2015 is as follows:


		September 30, 2016		December 31, 2015
Net unrealized gain on investment securities available-for-sale	$	4,973	$	4,593
Income tax		1,740		1,607
Net of income taxes		3,233		2,986
Benefit plan adjustments		(7,863)		(7,863)
Income tax		(2,752)		(2,752)
Net of income taxes		(5,111)		(5,111)
Accumulated other comprehensive loss	$	(1,878)	$	(2,125)

Other comprehensive income (loss) and related tax effects for the three and nine months ended September 30, 2016 and 2015 is as follows:


Three Months Ended September 30,	2016		2015
Unrealized (loss) gain on investment securities available-for-sale	$	(1,120)	$	826
Net gain on the sale of investment securities available-for-sale(1)				(147)
Other comprehensive income (loss) gain before taxes		(1,120)		679
Income tax (benefit) expense		(392)		237
Other comprehensive (loss) income	$	(728)	$	442


Nine Months Ended September 30,	2016		2015
Unrealized gain on investment securities available-for-sale	$	1,003	$	134
Net gain on the sale of investment securities available-for-sale(1)		(623)		(979)
Other comprehensive income gain (loss) before taxes		380		(845)
Income tax expense (benefit)		133		(296)
Other comprehensive income (loss)	$	247	$	(549)

(1) Represents amounts reclassified out of accumulated comprehensive loss and included in gains on sale of investment securities on the consolidated statements of income and comprehensive income.

3. Earnings per share:

Basic earnings per share represent income available to common stockholders divided by the weighted-average number of common shares outstanding during the period. Diluted earnings per share reflect additional common shares that would have been outstanding if dilutive potential common shares had been issued, as well as any adjustment to income that would result from the assumed issuance.

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Peoples Financial Services Corp.

NOTES TO UNAUDITED CONSOLIDATE D FINANCIAL STATEMENTS

(Dollars in thousands, except share and per share data)

There were no shares considered anti-dilutive for the three and nine month periods ended September 30, 2016 and 2015.


	2016				2015
For the Three Months Ended September 30,	Basic		Diluted		Basic		Diluted
Net Income	$	5,118	$	5,118	$	4,409	$	4,409
Average common shares outstanding		7,394,143		7,394,143		7,536,824		7,536,824
Earnings per share	$	0.69	$	0.69	$	0.58	$	0.58

	2016				2015
For the Nine Months Ended September 30	Basic		Diluted		Basic		Diluted
Net Income	$	14,855	$	14,855	$	13,884	$	13,884
Average common shares outstanding		7,397,581		7,397,581		7,543,751		7,543,751
Earnings per share	$	2.01	$	2.01	$	1.84	$	1.84

4. Investment securities:

The amortized cost and fair value of investment securities aggregated by investment category at September 30, 2016 and December 31, 2015 are summarized as follows:


			Gross		Gross
	Amortized		Unrealized		Unrealized		Fair
September 30, 2016	Cost		Gains		Losses		Value
Available-for-sale:
U.S. Government-sponsored enterprises	$	67,478	$	218	$	40	$	67,656
State and municipals:
Taxable		14,732		1,023		1		15,754
Tax-exempt		114,699		3,601		3		118,297
Mortgage-backed securities:
U.S. Government agencies		23,300		104		23		23,381
U.S. Government-sponsored enterprises		24,731		156		62		24,825
Total	$	244,940	$	5,102	$	129	$	249,913
Held-to-maturity:
Tax-exempt state and municipals	$	6,863	$	424	$		$	7,287
Mortgage-backed securities:
U.S. Government agencies		72		1				73
U.S. Government-sponsored enterprises		3,929		257				4,186
Total	$	10,864	$	682	$		$	11,546

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Peoples Financial Services Corp.

NOTES TO UNAUDITED CONSOLIDATE D FINANCIAL STATEMENTS

(Dollars in thousands, except share and per share data)


			Gross		Gross
	Amortized		Unrealized		Unrealized		Fair
December 31, 2015	Cost		Gains		Losses		Value
Available-for-sale:
U.S. Treasury securities	$	10,030			$	31	$	9,999
U.S. Government-sponsored enterprises		68,831	$	291		62		69,060
State and municipals:
Taxable		15,842		735		32		16,545
Tax-exempt		121,099		3,915		90		124,924
Mortgage-backed securities:
U.S. Government agencies		31,612		73		117		31,568
U.S. Government-sponsored enterprises		32,928		119		208		32,839
Total	$	280,342	$	5,133	$	540	$	284,935
Held-to-maturity:
Tax-exempt state and municipals	$	6,865	$	186	$	16	$	7,035
Mortgage-backed securities:
U.S. Government agencies		84		1				85
U.S. Government-sponsored enterprises		5,160		326				5,486
Total	$	12,109	$	513	$	16	$	12,606

The maturity distribution of the fair value, which is the net carrying amount, of the debt securities classified as available-for-sale at September 30, 2016, is summarized as follows:


	Fair
September 30, 2016	Value
Within one year	$	34,959
After one but within five years		90,493
After five but within ten years		49,407
After ten years		26,848
		201,707
Mortgage-backed securities		48,206
Total	$	249,913

The maturity distribution of the amortized cost and fair value, of debt securities classified as held-to-maturity at September 30, 2016, is summarized as follows:


	Amortized		Fair
September 30, 2016	Cost		Value
Within one year
After one but within five years
After five but within ten years
After ten years	$	6,863	$	7,287
		6,863		7,287
Mortgage-backed securities		4,001		4,259
Total	$	10,864	$	11,546

Securities with a carrying value of $151,393 and $180,478 at September 30, 2016 and December 31, 2015, respectively, were pledged to secure public deposits and repurchase agreements as required or permitted by law.

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Peoples Financial Services Corp.

NOTES TO UNAUDITED CONSOLIDATE D FINANCIAL STATEMENTS

(Dollars in thousands, except share and per share data)

Securities and short-term investment activities are conducted with a diverse group of government entities, corporations and state and local municipalities. The counterparty’s creditworthiness and type of collateral is evaluated on a case-by-case basis. At September 30, 2016 and December 31, 2015, there were no significant concentrations of credit risk from any one issuer, with the exception of U.S. Government agencies and sponsored enterprises that exceeded 10.0 percent of stockholders’ equity.

The fair value and gross unrealized losses of investment securities with unrealized losses for which an other-than-temporary impairment (“OTTI”) has not been recognized at September 30, 2016 and December 31, 2015, aggregated by investment category and length of time that the individual securities have been in a continuous unrealized loss position, are summarized as follows:


	Less Than 12 Months				12 Months or More				Total
	Fair		Unrealized		Fair		Unrealized		Fair		Unrealized
September 30, 2016	Value		Losses		Value		Losses		Value		Losses
U.S. Government-sponsored enterprises	$	19,368	$	40					$	19,368	$	40
State and municipals:
Taxable		558		1						558		1
Tax-exempt		3,244		2	$	632	$	1		3,876		3
Mortgage-backed securities:
U.S. Government agencies		7,554		8		1,675		15		9,229		23
U.S. Government-sponsored enterprises		2,359		3		2,478		59		4,837		62
Total	$	33,083	$	54	$	4,785	$	75	$	37,868	$	129


	Less Than 12 Months				12 Months or More				Total
	Fair		Unrealized		Fair		Unrealized		Fair		Unrealized
December 31, 2015	Value		Losses		Value		Losses		Value		Losses
U.S. Treasury securities	$	9,999	$	31					$	9,999	$	31
U.S. Government-sponsored enterprises		34,159		62						34,159		62
State and municipals:
Taxable					$	532	$	32		532		32
Tax-exempt		21,341		87		1,952		19		23,293		106
Mortgage-backed securities:
U.S. Government agencies		15,114		56		5,477		61		20,591		117
U.S. Government-sponsored enterprises		17,647		104		6,030		104		23,677		208
Total	$	98,260	$	340	$	13,991	$	216	$	112,251	$	556

The Company had 43 investment securities, consisting of one taxable state and municipal obligation, nine U.S. Government-sponsored enterprise securities, 13 tax-exempt state and municipal obligations, and 20 mortgage-backed securities that were in unrealized loss positions at September 30, 2016. Of these securities, one tax-exempt state and municipal obligation and six mortgage-backed securities were in a continuous unrealized loss position for twelve months or more. Management does not consider the unrealized losses on the debt securities, as a result of changes in interest rates, to be OTTI based on historical evidence that indicates the cost of these securities is recoverable within a reasonable period of time in relation to normal cyclical changes in the market rates of interest. Moreover, because there has been no material change in the credit quality of the issuers or other events or circumstances that may cause a significant adverse impact on the fair value of these securities, and management does not intend to sell these securities and it is unlikely that the Company will be required to sell these securities before recovery of their amortized cost basis, which may be maturity, the Company does not consider the unrealized losses to be OTTI at September 30, 2016. There was no OTTI recognized for the three or nine months ended September 30, 2016 and 2015.

The Company had 88 investment securities, consisting of 38 tax-exempt state and municipal obligations, one taxable state and municipal obligation, one U.S. Treasury security, 12 U.S. Government-sponsored enterprise securities and 36 mortgage-backed securities that were in unrealized loss positions at December 31, 2015. Of these securities, seven

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(Dollars in thousands, except share and per share data)

mortgage-backed securities, four tax-exempt state and municipal securities, and one taxable state and municipal obligation were in a continuous unrealized loss position for twelve months or more.

5. Loans, net and allowance for loan losses:

The major classifications of loans outstanding, net of deferred loan origination fees and costs at September 30, 2016 and December 31, 2015 are summarized as follows. Net deferred loan costs were $544 and $690 at September 30, 2016 and December 31, 2015.


		September 30, 2016		December 31, 2015
Commercial	$	400,263	$	365,767
Real estate:
Commercial		694,459		567,277
Residential		294,032		306,218
Consumer		133,637		101,603
Total	$	1,522,391	$	1,340,865

The changes in the allowance for loan losses account by major classification of loan for the three and nine months ended September 30, 2016 and 2015 are summarized as follows:


			Real estate
September 30, 2016	Commercial		Commercial		Residential		Consumer		Unallocated		Total
Allowance for loan losses:
Beginning Balance July 1, 2016	$	3,263	$	5,077	$	4,465	$	1,679	$	315	$	14,799
Charge-offs				(72)		(153)		(130)				(355)
Recoveries		2		28		4		34				68
Provisions		321		548		245		86				1,200
Ending balance	$	3,586	$	5,581	$	4,561	$	1,669	$	315	$	15,712

			Real estate
September 30, 2016	Commercial		Commercial		Residential		Consumer		Unallocated		Total
Allowance for loan losses:
Beginning Balance January 1, 2016	$	3,042	$	4,245	$	4,082	$	1,583	$	23	$	12,975
Charge-offs		(396)		(175)		(279)		(260)				(1,110)
Recoveries		38		58		39		112				247
Provisions		902		1,453		719		234		292		3,600
Ending balance	$	3,586	$	5,581	$	4,561	$	1,669	$	315	$	15,712

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(Dollars in thousands, except share and per share data)


			Real estate
September 30, 2015	Commercial		Commercial		Residential		Consumer		Total
Allowance for loan losses:
Beginning Balance July 1, 2015	$	2,435	$	3,190	$	4,027	`	1,776	`	11,428
Charge-offs				(120)		(128)		(67)		(315)
Recoveries		2		2		2		24		30
Provisions				342		369		189		900
Ending balance	$	2,437	$	3,414	$	4,270	$	1,922	$	12,043

			Real estate
September 30, 2015	Commercial		Commercial		Residential		Consumer		Total
Allowance for loan losses:
Beginning Balance January 1, 2015	$	2,321	$	3,037	$	3,690	$	1,290	$	10,338
Charge-offs		(40)		(199)		(362)		(253)		(854)
Recoveries		66		8		10		75		159
Provisions		90		568		932		810		2,400
Ending balance	$	2,437	$	3,414	$	4,270	$	1,922	$	12,043

The allocation of the allowance for loan losses and the related loans by major classifications of loans at September 30, 2016 and December 31, 2015 is summarized as follows:


			Real estate
September 30, 2016	Commercial		Commercial		Residential		Consumer		Unallocated		Total
Allowance for loan losses:
Ending balance	$	3,586	$	5,581	$	4,561	$	1,669	$	315	$	15,712
Ending balance: individually evaluated for impairment		895		337		638		41				1,911
Ending balance: collectively evaluated for impairment		2,691		5,244		3,923		1,628		315		13,801
Ending balance: loans acquired with deteriorated credit quality	$		$		$		$		$		$	—
Loans receivable:
Ending balance	$	400,263	$	694,459	$	294,032	$	133,637	$		$	1,522,391
Ending balance: individually evaluated for impairment		1,647		5,562		3,224		229				10,662
Ending balance: collectively evaluated for impairment		397,897		687,560		290,768		133,408				1,509,633
Ending balance: loans acquired with deteriorated credit quality	$	719	$	1,337	$	40	$		$		$	2,096

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(Dollars in thousands, except share and per share data)



			Real estate
December 31, 2015	Commercial		Commercial		Residential		Consumer		Unallocated		Total
Allowance for loan losses:
Ending balance	$	3,042	$	4,245	$	4,082	$	1,583	$	23	$	12,975
Ending balance: individually evaluated for impairment		759		126		1,138		117				2,140
Ending balance: collectively evaluated for impairment		2,283		4,012		2,944		1,466		23		10,728
Ending balance: loans acquired with deteriorated credit quality	$		$	107	$		$		$		$	107
Loans receivable:
Ending balance	$	365,767	$	567,277	$	306,218	$	101,603	$		$	1,340,865
Ending balance: individually evaluated for impairment		1,196		4,006		4,917		148				10,267
Ending balance: collectively evaluated for impairment		363,620		561,903		301,252		101,455				1,328,230
Ending balance: loans acquired with deteriorated credit quality	$	951	$	1,368	$	49	$		$		$	2,368

The Company segments 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. Loans are individually analyzed for credit risk by classifying them within the Company’s internal risk rating system. The Company’s risk rating classifications are defined as follows:

Pass- A loan to borrowers with acceptable credit quality and risk that is not adversely classified as Substandard, Doubtful, Loss nor designated as Special Mention.

Special Mention- A loan that has potential weaknesses that deserves management’s close attention. If left uncorrected, these potential weaknesses may result in deterioration of the repayment prospects for the loan or in the institution’s credit position at some future date. Special Mention loans are not adversely classified since they do not expose the Company to sufficient risk to warrant adverse classification.

Substandard- A loan that is inadequately protected by the current sound worth and paying capacity of the obligor or of the collateral pledged, if any. Loans so classified must have a well-defined weakness or weaknesses that jeopardize the liquidation of the debt. They are characterized by the distinct possibility that the bank will sustain some loss if the deficiencies are not corrected.

Doubtful – A loan classified as Doubtful has all the weaknesses inherent in one classified Substandard with the added characteristic that the weaknesses make the collection or liquidation in full, on the basis of currently existing facts, conditions, and values, highly questionable and improbable.

Loss- A loan classified as Loss is considered uncollectible and of such little value that its continuance as bankable loan is not warranted. This classification does not mean that the loan has absolutely no recovery or salvage value, but rather it is not practical or desirable to defer writing off this basically worthless asset even though partial recovery may be affected in the future.

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NOTES TO UNAUDITED CONSOLIDATE D FINANCIAL STATEMENTS

(Dollars in thousands, except share and per share data)

The following tables present the major classification of loans summarized by the aggregate pass rating and the classified ratings of special mention, substandard and doubtful within the Company’s internal risk rating system at September 30, 2016 and December 31, 2015:


			Special
September 30, 2016	Pass		Mention		Substandard		Doubtful	Total
Commercial	$	391,436	$	5,949	$	2,878	$	$	400,263
Real estate:
Commercial		660,217		16,809		17,433			694,459
Residential		286,404		1,396		6,232			294,032
Consumer		133,390				247			133,637
Total	$	1,471,447	$	24,154	$	26,790	$	$	1,522,391


			Special
December 31, 2015	Pass		Mention		Substandard		Doubtful	Total
Commercial	$	357,894	$	3,566	$	4,307	$	$	365,767
Real estate:
Commercial		538,130		10,150		18,997			567,277
Residential		296,587		983		8,648			306,218
Consumer		101,486				117			101,603
Total	$	1,294,097	$	14,699	$	32,069	$	$	1,340,865

Information concerning nonaccrual loans by major loan classification at September 30, 2016 and December 31, 2015 is summarized as follows:


		September 30, 2016		December 31, 2015
Commercial	$	2,021	$	1,632
Real estate:
Commercial		6,757		3,859
Residential		2,918		4,732
Consumer		228		148
Total	$	11,924	$	10,371

The major classifications of loans by past due status are summarized as follows:


					Greater								Loans > 90
	30-59 Days		60-89 Days		than 90		Total Past						Days and
September 30, 2016	Past Due		Past Due		Days		Due		Current		Total Loans		Accruing
Commercial	$	531	$	152	$	2,021	$	2,704	$	397,559	$	400,263
Real estate:
Commercial		1,310		811		6,757		8,878		685,581		694,459
Residential		1,103		1,073		3,706		5,882		288,150		294,032	$	788
Consumer		1,009		249		550		1,808		131,829		133,637		322
Total	$	3,953	$	2,285	$	13,034	$	19,272	$	1,503,119	$	1,522,391	$	1,110

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(Dollars in thousands, except share and per share data)


					Greater								Loans > 90
	30-59 Days		60-89 Days		than 90		Total Past						Days and
December 31, 2015	Past Due		Past Due		Days		Due		Current		Total Loans		Accruing
Commercial	$	126	$		$	1,632	$	1,758	$	364,009	$	365,767
Real estate:
Commercial		1,364		165		3,859		5,388		561,889		567,277
Residential		3,891		1,067		5,257		10,215		296,003		306,218	$	525
Consumer		705		353		386		1,444		100,159		101,603		238
Total	$	6,086	$	1,585	$	11,134	$	18,805	$	1,322,060	$	1,340,865	$	763

The following tables summarize information concerning impaired loans as of and for the three and nine months ended September 30, 2016 and September 30, 2015, and as of and for the year ended, December 31, 2015 by major loan classification:


							This Quarter				Year-to-Date
			Unpaid				Average		Interest		Average		Interest
	Recorded		Principal		Related		Recorded		Income		Recorded		Income
September 30, 2016	Investment		Balance		Allowance		Investment		Recognized		Investment		Recognized
With no related allowance:
Commercial	$	970	$	1,876			$	1,133	$	10	$	1,214	$	40
Real estate:
Commercial		6,156		6,812				5,837		9		4,396		70
Residential		2,171		2,354				2,056		3		2,263		14
Consumer		188		188				173				119
Total		9,485		11,230				9,199		22		7,992		124
With an allowance recorded:
Commercial		1,396		1,396	$	895		1,006				954
Real estate:
Commercial		743		743		337		821				1,877
Residential		1,093		1,093		638		1,186				1,263		4
Consumer		41		41		41		56				80
Total		3,273		3,273		1,911		3,069				4,174		4
Commercial		2,366		3,272		895		2,139		10		2,168		40
Real estate:
Commercial		6,899		7,555		337		6,658		9		6,273		70
Residential		3,264		3,447		638		3,242		3		3,526		18
Consumer		229		229		41		229				199
Total	$	12,758	$	14,503	$	1,911	$	12,268	$	22	$	12,166	$	128

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							For the Year Ended
			Unpaid				Average		Interest
	Recorded		Principal		Related		Recorded		Income
December 31, 2015	Investment		Balance		Allowance		Investment		Recognized
With no related allowance:
Commercial	$	1,352	$	2,720			$	1,848	$	87
Real estate:
Commercial		2,731		3,408				2,394		95
Residential		3,048		3,231				2,664		4
Consumer		31		31				17
Total		7,162		9,390				6,923		186
With an allowance recorded:
Commercial		795		795	$	759		1,680		40
Real estate:
Commercial		2,643		2,643		233		4,155		86
Residential		1,918		1,918		1,138		1,776		30
Consumer		117		117		117		126
Total		5,473		5,473		2,247		7,737		156
Commercial		2,147		3,515		759		3,528		127
Real estate:
Commercial		5,374		6,051		233		6,549		181
Residential		4,966		5,149		1,138		4,440		34
Consumer		148		148		117		143
Total	$	12,635	$	14,863	$	2,247	$	14,660	$	342


							This Quarter				Year-to-Date
			Unpaid				Average		Interest		Average		Interest
	Recorded		Principal		Related		Recorded		Income		Recorded		Income
September 30, 2015	Investment		Balance		Allowance		Investment		Recognized		Investment		Recognized
With no related allowance:
Commercial	$	1,561	$	3,024			$	1,610	$	33	$	1,980		70
Real estate:
Commercial		2,410		3,102				2,275		25		2,335		72
Residential		2,784		2,967				2,759		1		2,579		3
Consumer												17
Total		6,755		9,093				6,644		59		6,911		145
With an allowance recorded:
Commercial		2,596		2,596	$	2,032		1,954	$	13		1,675	$	40
Real estate:
Commercial		4,277		4,277		376		4,797		21		4,389		86
Residential		2,099		2,099		1,000		1,903		7		1,697		24
Consumer		191		191		179		164				116
Total		9,163		9,163		3,587		8,818		41		7,877		150
Commercial		4,157		5,620		2,032		3,564		46		3,655		110
Real estate:
Commercial		6,687		7,379		376		7,072		46		6,724		158
Residential		4,883		5,066		1,000		4,662		8		4,276		27
Consumer		191		191		179		164				133
Total	$	15,918	$	18,256	$	3,587	$	15,462	$	100	$	14,788	$	295

Included in the commercial loan and commercial and residential real estate categories are troubled debt restructurings that are classified as impaired. Troubled debt restructurings totaled $2,666 at September 30, 2016, $2,861 at December 31, 2015 and $2,962 at September 30, 2015.

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NOTES TO UNAUDITED CONSOLIDATE D FINANCIAL STATEMENTS

(Dollars in thousands, except share and per share data)

Troubled debt restructured loans are loans with original terms, interest rate, or both, that have been modified as a result of a deterioration in the borrower’s financial condition and a concession has been granted that the Company would not otherwise consider. Unless on nonaccrual, interest income on these loans is recognized when earned, using the interest method. The Company offers a variety of modifications to borrowers that would be considered concessions. The modification categories offered generally fall within the following categories:

Rate Modification - A modification in which the interest rate is changed to a below market rate.

Term Modification - A modification in which the maturity date, timing of payments or frequency of payments is changed.

Interest Only Modification - A modification in which the loan is converted to interest only payments for a period of time.

Payment Modification - A modification in which the dollar amount of the payment is changed, other than an interest only modification described above.

Combination Modification - Any other type of modification, including the use of multiple categories above.

There were no loans modified as troubled debt restructurings for the three months ended September 30, 2016. For the nine months ended September 30, 2016, one loan was modified as a troubled debt restructuring in the amount of $75. There were no loans modified as troubled debt restructurings for the three months ended September 30, 2015. For the nine months ended September 30, 2015, there were eight loans modified as troubled debt restructurings in the amount of $542. During the three months ended September 30, 2016, there were no payment defaults on loans restructured within the last twelve months. During the nine months ended September 30, 2016, there were two payment defaults on restructured residential real estate loans totaling $208. During the three and nine months ended September 30, 2015, there were no payment defaults on loans restructured within the last twelve months.

6. Other assets:

The components of other assets at September 30, 2016, and December 31, 2015 are summarized as follows:


		September 30, 2016		December 31, 2015
Other real estate owned	$	703	$	957
Investment in residential housing program		8,431		6,744
Mortgage servicing rights		681		465
Bank owned life insurance		32,877		30,782
Restricted equity securities		6,911		5,403
Other assets		15,680		14,136
Total	$	65,283	$	58,487

7. Fair value estimates:

The Company uses fair value measurements to record fair value adjustments to certain assets and liabilities and to determine fair value disclosure under GAAP. Fair value estimates are calculated without attempting to estimate the value of anticipated future business and the value of certain assets and liabilities that are not considered financial. Accordingly, such assets and liabilities are excluded from disclosure requirements.

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(Dollars in thousands, except share and per share data)

In accordance with FASB ASC 820, “Fair Value Measurements and Disclosures,” fair value is the price that would be received to sell an asset or transfer a liability in an orderly transaction between market participants at the measurement date. Fair value is best determined based upon quoted market prices. In cases where quoted market prices are not available, fair values are based on estimates using present value or other valuation techniques. Those techniques are significantly affected by the assumptions used, including the discount rate and estimates of future cash flows. In that regard, the derived fair value estimates cannot be substantiated by comparison to independent markets. In many cases, these values cannot be realized in immediate settlement of the instrument.

Current fair value guidance provides a consistent definition of fair value, which focuses on exit price in an orderly transaction that is not a forced liquidation or distressed sale between participants at the measurement date under current market conditions. If there has been a significant decrease in the volume and level of activity for the asset or liability, a change in valuation technique or the use of multiple valuation techniques may be appropriate. In such instances, determining the price at which willing market participants would transact at the measurement date under current market conditions depends on the facts and circumstances and requires the use of significant judgment. The fair value is a reasonable point within the range that is most representative of fair value under current market conditions.

In accordance with GAAP, the Company groups its assets and liabilities generally measured at fair value into three levels based on market information or other fair value estimates in which the assets and liabilities are traded or valued and the reliability of the assumptions used to determine fair value. These levels include:

Level 1: Unadjusted quoted prices of 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.

An asset’s or liability’s placement in the fair value hierarchy is based on the lowest level of input that is significant to the fair value estimate.

The following methods and assumptions were used by the Company to calculate fair values and related carrying amounts of financial instruments:

Cash and cash equivalents: The carrying values of cash and cash equivalents as reported on the balance sheet approximate fair value.

Investment securities: The fair values of U.S. Treasury securities and marketable equity securities are based on quoted market prices from active exchange markets. The fair values of debt securities are based on pricing from a matrix pricing model.

Loans held for sale: The fair values of loans held for sale are based upon current delivery prices in the secondary mortgage market.

Net loans: For adjustable-rate loans that re-price frequently and with no significant credit risk, fair values are based on carrying values. The fair values of other non-impaired loans are estimated using discounted cash flow analysis, using interest rates currently offered in the market for loans with similar terms to borrowers of similar credit risk. Fair values for impaired loans are estimated using discounted cash flow analysis determined by the loan review function or underlying collateral values, where applicable.

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NOTES TO UNAUDITED CONSOLIDATE D FINANCIAL STATEMENTS

(Dollars in thousands, except share and per share data)

Mortgage servicing rights: To determine the fair value, the Company estimates the present value of future cash flows incorporating assumptions such as cost of servicing, discount rates, prepayment speeds and default rates.

Accrued interest receivable: The carrying value of accrued interest receivable as reported on the balance sheet approximates fair value.

Restricted equity securities: The carrying values of restricted equity securities approximate fair value, due to the lack of marketability for these securities.

Deposits: The fair values of noninterest-bearing deposits and savings, NOW and money market accounts are the amounts payable on demand at the reporting date. The fair value estimates do not include the benefit that results from such low-cost funding provided by the deposit liabilities compared to the cost of borrowing funds in the market. The carrying values of adjustable-rate, fixed-term time deposits approximate their fair values at the reporting date. For fixed-rate time deposits, the present value of future cash flows is used to estimate fair values. The discount rates used are the current rates offered for time deposits with similar maturities.

Short-term borrowings: The carrying values of short-term borrowings approximate fair value.

Long-term debt: The fair value of fixed-rate long-term debt is based on the present value of future cash flows. The discount rate used is the current rate offered for long-term debt with the same maturity.

Accrued interest payable: The carrying value of accrued interest payable as reported on the balance sheet approximates fair value.

Off-balance sheet financial instruments:

The majority of commitments to extend credit, unused portions of lines of credit and standby letters of credit carry current market interest rates if converted to loans. Because such commitments are generally unassignable of either the Company or the borrower, they only have value to the Company and the borrower. None of the commitments are subject to undue credit risk. The estimated fair values of off-balance sheet financial instruments are based on fees currently charged to enter into similar agreements, taking into account the remaining terms of the agreements and the counterparties’ credit standing. The fair value of off-balance sheet financial instruments was not material at September 30, 2016 and December 31, 2015.

Assets and liabilities measured at fair value on a recurring basis at September 30, 2016 and December 31, 2015 are summarized as follows:


	Fair Value Measurement Using
			Quoted Prices in	Significant		Significant
			Active Markets for	Other Observable		Unobservable
			Identical Assets	Inputs		Inputs
September 30, 2016	Amount		(Level 1)	(Level 2)		(Level 3)
U.S. Government-sponsored enterprises	$	67,656	$	$	67,656	$
State and Municipals:
Taxable		15,754			15,754
Tax-exempt		118,297			118,297
Mortgage-backed securities:
U.S. Government agencies		23,381			23,381
U.S. Government-sponsored enterprises		24,825			24,825
Total	$	249,913	$	$	249,913	$

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(Dollars in thousands, except share and per share data)


	Fair Value Measurement Using
			Quoted Prices in		Significant		Significant
			Active Markets for		Other Observable		Unobservable
			Identical Assets		Inputs		Inputs
December 31, 2015	Amount		(Level 1)		(Level 2)		(Level 3)
U.S. Treasury securities	$	9,999	$	9,999			$
U.S. Government-sponsored enterprises		69,060			$	69,060
State and Municipals:
Taxable		16,545				16,545
Tax-exempt		124,924				124,924
Mortgage-backed securities:
U.S. Government agencies		31,568				31,568
U.S. Government-sponsored enterprises		32,839				32,839
Total	$	284,935	$	9,999	$	274,936	$

Assets and liabilities measured at fair value on a nonrecurring basis at September 30, 2016 and December 31, 2015 are summarized as follows:

Fair Value Measurement Using

Quoted Prices in

Significant

Active Markets for

Other Observable

Unobservable

Identical Assets

Inputs

September 30, 2016

Amount

(Level 1)

(Level 2)

(Level 3)

Impaired loans

5,266

Other real estate owned

682

Fair Value Measurement Using

Quoted Prices in

Significant Other

Significant

Active Markets for

Observable

Unobservable

Identical Assets

Inputs

December 31, 2015

Amount

(Level 1)

(Level 2)

(Level 3)

Impaired loans

4,944

Other real estate owned

878

Fair values of impaired loans are based on the present value of expected future cash flows discounted at the loan’s effective interest rate or the fair value of the collateral if the loan is collateral dependent.

The following table presents additional quantitative information about assets measured at fair value on a nonrecurring basis and for which the Company has utilized Level 3 inputs to determine fair value:


	Quantitative Information about Level 3 Fair Value Measurements
	Fair Value				Range
September 30, 2016	Estimate		Valuation Techniques	Unobservable Input	(Weighted Average)
Impaired loans	$	5,266	Appraisal of collateral	Appraisal adjustments	17.7% to 94.0% (62.5)%
				Liquidation expenses	3.0% to 6.0% (5.2)%
Other real estate owned	$	682	Appraisal of collateral	Appraisal adjustments	25.0% to 50.5% (33.7)%
				Liquidation expenses	3.0% to 6.0% (5.0)%


	Quantitative Information about Level 3 Fair Value Measurements
	Fair Value				Range
December 31, 2015	Estimate		Valuation Techniques	Unobservable Input	(Weighted Average)
Impaired loans	$	4,944	Appraisal of collateral	Appraisal adjustments	3.3% to 97.0% (61.7)%
				Liquidation expenses	3.0% to 6.0% (5.4)%
Other real estate owned	$	878	Appraisal of collateral	Appraisal adjustments	20.0% to 77.3% (30.3)%
				Liquidation expenses	3.0% to 6.0% (5.0)%

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Peoples Financial Services Corp.

NOTES TO UNAUDITED CONSOLIDATE D FINANCIAL STATEMENTS

(Dollars in thousands, except share and per share data)

Fair value is generally determined through independent appraisals of the underlying collateral, which generally include various Level 3 Inputs which are not identifiable.

Appraisals may be adjusted by management for qualitative factors such as economic conditions and estimated liquidation expenses. The range and weighted average of liquidation expenses and other appraisal adjustments are presented as a percent of the appraisal.

The carrying and fair values of the Company’s financial instruments at September 30, 2016 and December 31, 2015 and their placement within the fair value hierarchy are as follows:


					Fair Value Hierarchy
					Quoted
					Prices in
					Active		Significant
					Markets for		Other		Significant
					Identical		Observable		Unobservable
	Carrying		Fair		Assets		Inputs		Inputs
September 30, 2016	Value		Value		(level 1)		(level 2)		(Level 3)
Financial assets:
Cash and cash equivalents	$	31,914	$	31,914	$	31,914
Investment securities:
Available-for-sale		249,913		249,913			$	249,913
Held-to-maturity		10,864		11,546				11,546
Loans held for sale		360		359				359
Net loans		1,506,679		1,517,858					$	1,517,858
Accrued interest receivable		5,309		5,309				5,309
Mortgage servicing rights		681		1,551				1,551
Restricted equity securities		6,911		6,911				6,911
Total	$	1,812,631	$	1,825,361
Financial liabilities:
Deposits	$	1,565,810	$	1,567,788				1,567,788
Short-term borrowings		75,300		75,300				75,300
Long-term debt		58,685		60,560				60,560
Accrued interest payable		434		434			$	434
Total	$	1,700,229	$	1,704,082

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Peoples Financial Services Corp.

NOTES TO UNAUDITED CONSOLIDATE D FINANCIAL STATEMENTS

(Dollars in thousands, except share and per share data)


					Fair Value Hierarchy
					Quoted
					Prices in
					Active		Significant
					Markets for		Other		Significant
					Identical		Observable		Unobservable
	Carrying		Fair		Assets		Inputs		Inputs
December 31, 2015	Value		Value		(level 1)		(level 2)		(Level 3)
Financial assets:
Cash and cash equivalents	$	32,917	$	32,917	$	32,917
Investment securities:
Available-for-sale		284,935		284,935	$	9,999	$	274,936
Held-to-maturity		12,109		12,606				12,606
Loans held for sale
Net loans		1,327,890		1,330,900					$	1,330,900
Accrued interest receivable		5,796		5,796				5,796
Mortgage servicing rights		465		1,543				1,543
Restricted equity securities		5,403		5,403				5,403
Total	$	1,669,515	$	1,674,100
Financial liabilities:
Deposits	$	1,455,810	$	1,455,979				1,455,979
Short-term borrowings		38,325		38,325				38,325
Long-term debt		60,354		61,412				61,412
Accrued interest payable		560		560			$	560
Total	$	1,555,049	$	1,556,276

8. Employee benefit plans:

The Company provides an Employee Stock Ownership Plan (“ESOP”) and a Retirement Profit Sharing Plan. The Company also maintains a Supplemental Executive Retirement Plan (“SERP”), an Employees’ Pension Plan, which is currently frozen, and a Postretirement Plan Life Insurance plan which was curtailed in 2013.

For the three and nine months ended September 30, salaries and employee benefits expense includes approximately $240 and $843 in 2016 and $368 and $820 in 2015 relating to the employee benefit plans.

Components of net periodic benefit cost are as follows:


	Pension Benefits
Three Months Ended September 30,	2016		2015
Components of net periodic pension cost:
Interest cost	$	166	$	174
Expected return on plan assets		(223)		(233)
Amortization of unrecognized net gain		52		50
Net periodic other benefit cost	$	(5)	$	(9)

	Pension Benefits
Nine Months Ended September 30,	2016		2015
Components of net periodic pension cost:
Interest cost	$	499	$	522
Expected return on plan assets		(670)		(699)
Amortization of unrecognized net gain		156		150
Net periodic other benefit cost	$	(15)	$	(27)

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Peoples Financial Services Corp.

Management’s Discussion and Analysis

(Dollars in thousands, except share and per share data)

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

The following discussion and analysis should be read in conjunction with the unaudited consolidated interim financial statements contained in Part I, Item 1 of this report, and with our audited consolidated financial statements and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” presented in our Annual Report on Form 10-K for the year ended December 31, 2015.

Cautionary Note Regarding Forward-Looking Statements:

This report contains forward-looking statements within the meaning of Section 27A of the Securities Act, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended, which are subject to risks and uncertainties. These statements are based on assumptions and may describe future plans, strategies and expectations of Peoples Financial Services Corp. and its direct and indirect subsidiaries. These forward-looking statements are generally identified by use of the words “believe,” “expect,” “intend,” “anticipate,” “estimate,” “project” or similar expressions. All statements in this report, other than statements of historical facts, are forward-looking statements.

Our ability to predict results or the actual effect of future plans or strategies is inherently uncertain. Important factors that could cause our actual results to differ materially from those in the forward-looking statements include, but are not limited to: changes in interest rates; economic conditions, particularly in our market area; legislative and regulatory changes and the ability to comply with the significant laws and regulations governing the banking and financial services business; monetary and fiscal policies of the U.S. government, including policies of the U.S. Department of Treasury and the Federal Reserve System; credit risk associated with lending activities and changes in the quality and composition of our loan and investment portfolios; demand for loan and other products; deposit flows; competition; changes in the values of real estate and other collateral securing the loan portfolio, particularly in our market area; our ability to achieve the intended benefits of, or other risks associated with, business combinations; changes in relevant accounting principles and guidelines; inability of third party service providers to perform; and our ability to prevent, detect and respond to cyberattacks. Additional factors that may affect our results are discussed in Part I, Item 1A of our Annual Report on Form 10-K for the year ended December 31, 2015, and in reports we file with the Securities and Exchange Commission from time to time.

These risks and uncertainties should be considered in evaluating forward-looking statements and undue reliance should not be placed on such statements. Except as required by applicable law or regulation, we do not undertake, and specifically disclaims any obligation, to release publicly the result of any revisions that may be made to any forward-looking statements to reflect events or circumstances after the date of the statements or to reflect the occurrence of anticipated or unanticipated events.

Notes to the Consolidated Financial Statements referred to in the Management’s Discussion and Analysis of Financial Condition and Results of Operations (“MD&A”) are incorporated by reference into the MD&A. Certain prior period amounts may have been reclassified to conform with the current year’s presentation. Any reclassifications did not have any effect on the operating results or financial position of the Company.

Critical Accounting Policies:

Disclosure of our significant accounting policies are included in Note 1 to the consolidated financial statements of the Annual Report on Form 10-K for the year ended December 31, 2015. Some of these policies are particularly sensitive requiring significant judgments, estimates and assumptions. Critical accounting policies are defined as those that are reflective of significant judgments and uncertainties, and could potentially result in materially different results under different assumptions and conditions. We believe that the most critical accounting policies upon which our financial condition and results of operation depend, and which involve the most complex subjective decisions or assessments, are included in Note 1 to the consolidated financial statements in the Company's Annual Report on Form 10-K for the fiscal year ended December 31, 2015, and all amendments thereto, as filed with the Securities and Exchange Commission.

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Peoples Financial Services Corp.

Management’s Discussion and Analysis

(Dollars in thousands, except share and per share data)

Operating Environment:

The Federal Open Market Committee (“FOMC”) has held rates steady during the first three quarters of 2016 citing global conditions, soft business investment, and weak exports as areas of concern. In their minutes from the meeting held on September 21 and 22, 2016, the FOMC indicated that labor markets conditions strengthened in recent months and that real gross domestic product (“GDP”), the value of all goods and services produced in the Nation, was increasing at a faster pace in the third quarter of 2016, compared to the first half of 2016. The first reading for third quarter GDP was announced to be 2.9% which compares favorably to estimates of 2.6% as well as the second quarter figure of 1.4%. The consumer price index (“CPI”), excluding food and energy, decreased slightly for the 12 months ended September 30, 2016 at 2.2% from 2.3% for the 12 months ended June 30, 2016.

Review of Financial Position:

Total assets increased $152,181, or 11.2% annualized, to $1,971,239 at September 30, 2016, from $1,819,058 at December 31, 2015. Loans, net increased to $1,522,391 at September 30, 2016, compared to $1,340,865 at December 31, 2015, an increase of $181,526 or 18.1% annualized. The increase in loans, net during 2016 has been funded through a decrease of investment securities available-for-sale and increases in deposits and short-term borrowings. Investment securities decreased $36,267 or 12.2% in 2016. Interest-bearing deposits increased $88,196; noninterest-bearing deposits increased $21,804. Total stockholders’ equity increased $7,672 or at an annual rate of 4.1%, from $248,768 at year-end 2015 to $256,440 at September 30, 2016. Compared to June 30, 2016, total assets increased $59,629 or 3.1% while loans, net increased $57,583 or 3.9% and deposits increased $68,947 or 4.6%. For the nine months ended September 30, 2016, total assets averaged $1,898,906, an increase of $168,713 from $1,730,193 for the same period of 2015.

Investment Portfolio:

The majority of the investment portfolio is held as available-for-sale, which allows for greater flexibility in using the investment portfolio for liquidity purposes by allowing securities to be sold when market opportunities occur. Investment securities available-for-sale totaled $249,913 at September 30, 2016, a decrease of $35,022, or 12.3% from $284,935 at December 31, 2015. The decrease primarily resulted from the sale of U.S. Treasury securities and U.S. Government sponsored agency securities in response to changes in the slope of the yield curve as well as maturing and called bonds and payments from mortgage backed holdings. The proceeds were utilized to fund loan demand. Investment securities held-to-maturity totaled $10,864 at September 30, 2016, a decrease of $1,245 or 10.3% from $12,109 at December 31, 2015 due to payments received from mortgage backed holdings.

For the nine months ended September 30, 2016, the investment portfolio averaged $272,524, a decrease of $42,395 or 13.5% compared to $314,919 for the same period last year. The tax-equivalent yield on the investment portfolio increased 21 basis points to 2.91% for the nine months ended September 30, 2016, from 2.70% for the comparable period of 2015. The yield increase is the result of selling lower yielding U.S. Treasury and agency securities. The tax-equivalent yield on the investment portfolio decreased 1 basis point to 2.94% in the third quarter of 2016 compared to 2.95% in the second quarter of 2016.

Securities available-for-sale are carried at fair value, with unrealized gains or losses net of deferred income taxes reported in the accumulated other comprehensive income (loss) component of stockholders’ equity. We reported net unrealized gains, included as a separate component of stockholders’ equity of $3,233, net of deferred income taxes of $1,740, at September 30, 2016, and $2,986, net of deferred income taxes of $1,607, at December 31, 2015.

Our Asset/Liability Committee (“ALCO”) reviews the performance and risk elements of the investment portfolio quarterly. Through active balance sheet management and analysis of the securities portfolio, we endeavor to maintain sufficient liquidity to satisfy depositor requirements and meet the credit needs of our customers.

Loan Portfolio:

Loan growth was strong for the nine months ended September 30, 2016. Loans, net increased to $1,522,391 at September 30, 2016 from $1,340,865 at December 31, 2015, an increase of $181,526 or 18.1% annualized. The growth reflected increases in commercial loans, commercial real estate loans and consumer loans, partially offset by a decrease in residential real estate loans. Commercial loans increased $34,496, or 12.6% annualized, to $400,263 at September 30,

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Peoples Financial Services Corp.

Management’s Discussion and Analysis

(Dollars in thousands, except share and per share data)

2016 compared to $365,767 at December 31, 2015. Commercial real estate loans increased $127,182 or 29.9% annualized, to $694,459 at September 30, 2016 compared to $567,277 at December 31, 2015. Consumer loans increased $32,034, or 42.1% on an annualized basis, to $133,637 at September 30, 2016 compared to $101,603 at December 31, 2015. The primary contributor to the growth in consumer loans was our indirect loan portfolio which increased $35,405, due to increased consumer demand for automobiles and additional dealerships in the program in 2016.

Residential real estate loans decreased $12,186, or 5.3% on an annualized basis, to $294,032 at September 30, 2016 compared to $306,218 at December 31, 2015. The majority of residential real estate loans originated were sold into the secondary market in lieu of being retained in our loan portfolio to mitigate interest rate risk in the current low rate environment.

For the nine months ended September 30, 2016, loans, net averaged $1,437,580, an increase of $200,179 or 16.2% compared to $1,237,401 for the same period of 2015. The tax-equivalent yield on the loan portfolio was 4.45% for the nine months ended September 30, 2016, a 16 basis point decrease from the comparable period last year. The tax-equivalent yield on the loan portfolio decreased to 4.39% for the third quarter of 2016 as compared to 4.47% for the second quarter of 2016 and 4.52% for the first quarter of 2016.

In addition to the risks inherent in our loan portfolio, in the normal course of business, we are also a party to financial instruments with off-balance sheet risk to meet the financing needs of our customers. These instruments include legally binding commitments to extend credit, unused portions of lines of credit and commercial letters of credit made under the same underwriting standards as on-balance sheet instruments, and may involve, to varying degrees, elements of credit risk and interest rate risk (“IRR”) in excess of the amount recognized in the financial statements.

Unused commitments at September 30, 2016, totaled $318,792, consisting of $294,029 in unfunded commitments of existing loan facilities and $24,763 in standby letters of credit. Due to fixed maturity dates, specified conditions within these instruments, and the ultimate needs of our customers, many will expire without being drawn upon. We believe that amounts actually drawn upon can be funded in the normal course of operations and therefore, do not represent a significant liquidity risk to us. In comparison, unused commitments at December 31, 2015 totaled $329,822, consisting of $309,805 in unfunded commitments of existing loans and $20,017 in standby letters of credit.

Asset Quality:

National, Pennsylvania, New York and market area unemployment rates at September 30, 2016 and 2015, are summarized as follows:


	September 30, 2016		September 30, 2015
United States	4.9	%	5.4	%
New York (statewide)	4.9		5.5
Pennsylvania (statewide)	5.5		5.4
Broome County	5.4		6.3
Bucks County	4.7		4.8
Lackawanna County	6.0		6.0
Lehigh County	5.6		5.5
Luzerne County	6.6		6.7
Monroe County	6.4		6.6
Montgomery County	4.2		4.3
Susquehanna County	5.8		5.7
Wayne County	6.1		6.0
Wyoming County	6.6	%	6.2	%

The employment conditions improved for the Nation, and New York, and improved or were the same in six of the ten counties representing our market areas in Pennsylvania and New York from one year ago. The unemployment rate increased slightly in Pennsylvania and in four of the counties representing our market areas in Pennsylvania. Unemployment rates remained elevated relative to historical levels within many of our market areas.

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Peoples Financial Services Corp.

Management’s Discussion and Analysis

(Dollars in thousands, except share and per share data)

Nonperforming assets increased for the nine months ended September 30, 2016 by $1,757 or 14.1% to $14,221 at September 30, 2016, from $12,464 at December 31, 2015. We experienced an increase in nonaccrual and restructured loans and accruing loans past due 90 days or more, which were partially offset by a decrease in foreclosed assets. As a percentage of loans, net and foreclosed assets, nonperforming assets equaled 0.93% at September 30, 2016 and December 31, 2015.

Loans on nonaccrual status increased $1,553 to $11,924 at September 30, 2016 from $10,371 at December 31, 2015. The majority of the increase from year end was due to an increase of $2,898 in nonaccrual commercial real estate loans which was primarily the result of two credit relationships which deteriorated in the current period and to a lesser degree, increases of $389 in commercial loans and $80 in nonaccrual consumer loans. Those increases were partially offset by a $1,814 decrease in nonaccrual residential real estate loans. The reduction in residential non-accrual loans was due to loans transferred to other real estate owned, loans returned to accrual status and loans charged-off. Other real estate owned decreased $254 to $703 at September 30, 2016 from $957 at December 31, 2015, as collateral which was previously transferred from non-accrual status was sold.

Generally, maintaining a high loan to deposit ratio is our primary goal in order to maximize profitability. However, this objective is superseded by our attempts to ensure that asset quality remains strong. We continued our efforts to maintain sound underwriting standards for both commercial and consumer credit. Most commercial lending is done primarily with locally owned small businesses.

We maintain the allowance for loan losses at a level we believe adequate to absorb probable credit losses related to specifically identified loans, as well as probable incurred loan losses inherent in the remainder of the loan portfolio as of the balance sheet date. The allowance for loan losses is based on past events and current economic conditions. We employ the Federal Financial Institutions Examination Council Interagency Policy Statement, as amended December 13, 2006, and GAAP in assessing the adequacy of the allowance account. Under GAAP, the adequacy of the allowance account is determined based on the provisions of Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) 310, “Receivables,” for loans specifically identified to be individually evaluated for impairment and the requirements of FASB ASC 450, “Contingencies,” for large groups of smaller-balance homogeneous loans to be collectively evaluated for impairment.

We follow our systematic methodology in accordance with procedural discipline by applying it in the same manner regardless of whether the allowance is being determined at a high point or a low point in the economic cycle. Each quarter, loan review identifies those loans to be individually evaluated for impairment and those loans collectively evaluated for impairment utilizing a standard criteria. Internal loan review grades are assigned quarterly to loans identified to be individually evaluated. A loan’s grade may differ from period to period based on current conditions and events, however, we consistently utilize the same grading system each quarter. We consistently use loss experience from the latest twelve quarters in determining the historical loss factor for each pool collectively evaluated for impairment. Qualitative factors are evaluated in the same manner each quarter and are adjusted within a relevant range of values based on current conditions. For additional disclosure related to the allowance for loan losses refer to the note entitled, “Loans, net and Allowance for Loan Losses,” in the Notes to Consolidated Financial Statements to this Quarterly Report.

The allowance for loan losses increased $2,737 to $15,712 at September 30, 2016, from $12,975 at the end of 2015. For the nine months ended September 30, 2016, net charge-offs were $863 or 0.08% of average loans outstanding, a $168 increase compared to $695 or 0.08% of average loans outstanding in the same period of 2015.

Deposits:

We attract the majority of our deposits from within our ten county market area that stretches from Bucks and Montgomery Counties in southeastern Pennsylvania to Broome County in the Southern Tier of New York State through the offering of various deposit instruments including demand deposit accounts, NOW accounts, money market deposit accounts, savings accounts, and time deposits, including certificates of deposit and IRA’s. For the nine months ended September 30, 2016, total deposits increased to $1,565,810 from $1,455,810 at December 31, 2015. Interest-bearing deposits increased $88,196 and noninterest-bearing deposits increased $21,804. Interest-bearing transaction accounts, including NOW and money market accounts, increased $78,573, or 22.0% annualized, to $554,835 at September 30,

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Peoples Financial Services Corp.

Management’s Discussion and Analysis

(Dollars in thousands, except share and per share data)

2016, from $476,262 at December 31, 2015. Time deposits less than $100 decreased $4,922, or 3.6% annualized, to $178,972 at September 30, 2016, from $183,894 at December 31, 2015. Increases in savings accounts of $4,791 and time deposits $100 or more of $9,754 were recorded in the nine months ended September 30, 2016.

For the nine months ended September 30, 2016 interest-bearing deposits averaged $1,176,631 in 2016 compared to $1,124,689 in 2015. The cost of interest-bearing deposits was 0.45% in 2016 compared to 0.44% for the same period last year. For the first nine months, the overall cost of interest-bearing liabilities including the cost of borrowed funds, was 0.55% in 2016 compared to 0.51% in 2015. The cost of interest-bearing liabilities decreased 1 basis point when comparing the second and third quarters of 2016.

Borrowings:

The Bank utilizes borrowings as a secondary source of liquidity for its asset/liability management. Advances are available from the Federal Home Loan Bank of Pittsburgh (“FHLB) provided certain standards related to credit worthiness have been met. Repurchase and term agreements are also available from the FHLB.

Total short-term borrowings at September 30, 2016, totaled $75,300 compared to $38,325 at December 31, 2015, an increase of $36,975. Long-term debt was $58,685 at September 30, 2016, compared to $60,354 at year end 2015. The increase in short-term borrowing was a function of strong loan demand whereas the decline in long-term debt was a product of monthly contractual amortized payments made during the nine months ended September 30, 2016.

Market Risk Sensitivity:

Market risk is the risk to our earnings or financial position resulting from adverse changes in market rates or prices, such as interest rates, foreign exchange rates or equity prices. Our exposure to market risk is primarily “IRR” associated with our lending, investing and deposit-gathering activities. During the normal course of business, we are not exposed to foreign exchange risk or commodity price risk. Our exposure to IRR can be explained as the potential for change in our reported earnings and/or the market value of our net worth. Variations in interest rates affect earnings by changing net interest income and the level of other interest-sensitive income and operating expenses. Interest rate changes also affect the underlying economic value of our assets, liabilities and off-balance sheet items. These changes arise because the present value of future cash flows, and often the cash flows themselves, change with interest rates. The effects of the changes in these present values reflect the change in our underlying economic value and provide a basis for the expected change in future earnings related to interest rates. IRR is inherent in the role of banks as financial intermediaries. However, a bank with a high degree of IRR may experience lower earnings, impaired liquidity and capital positions, and most likely, a greater risk of insolvency. Therefore, banks must carefully evaluate IRR to promote safety and soundness in their activities.

As a result of economic uncertainty and a prolonged era of historically low market rates, it has become challenging to manage IRR. Due to these factors, IRR and effectively managing it are very important to both bank management and regulators. Bank regulations require us to develop and maintain an IRR management program, overseen by the Board of Directors and senior management, that involves a comprehensive risk management process in order to effectively identify, measure, monitor and control risk. Should bank regulatory agencies identify a material weakness in our risk management process or high exposure relative to our capital, bank regulatory agencies may take action to remedy these shortcomings. Moreover, the level of IRR exposure and the quality of our risk management process is a determining factor when evaluating capital adequacy.

The ALCO, comprised of members of our Board of Directors, senior management and other appropriate officers, oversees our IRR management program. Specifically, ALCO analyzes economic data and market interest rate trends, as well as competitive pressures, and utilizes computerized modeling techniques to reveal potential exposure to IRR. This allows us to monitor and attempt to control the influence these factors may have on our rate-sensitive assets (“RSA”) and rate-sensitive liabilities (“RSL”), and overall operating results and financial position. One such technique utilizes a static gap model that considers repricing frequencies of RSA and RSL in order to monitor IRR. Gap analysis attempts to measure our interest rate exposure by calculating the net amount of RSA and RSL that reprice within specific time intervals. A positive gap occurs when the amount of RSA repricing in a specific period is greater than the amount of RSL repricing within that same time frame and is indicated by a RSA/RSL ratio greater than 1.0. A negative gap occurs

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Peoples Financial Services Corp.

Management’s Discussion and Analysis

(Dollars in thousands, except share and per share data)

when the amount of RSL repricing is greater than the amount of RSA and is indicated by a RSA/RSL ratio of less than 1.0. A positive gap implies that earnings will be impacted favorably if interest rates rise and adversely if interest rates fall during the period. A negative gap tends to indicate that earnings will be affected inversely to interest rate changes.

Our cumulative one-year RSA/RSL ratio equaled 1.82% at September 30, 2016. Given the length of time that market rates have been at historical lows and the potential for rates to increase in the future, the focus of ALCO has been to create a positive static gap position. With regard to RSA, we predominantly offer medium- term, fixed-rate loans as well as adjustable rate loans. With respect to RSL, we offer longer term promotional certificates of deposit in an attempt to increase duration. The current position at September 30, 2016, indicates that the amount of RSA repricing within one year would exceed that of RSL, thereby causing net interest income to increase as market rates increase. However, these forward-looking statements are qualified in the aforementioned section entitled “Forward-Looking Discussion” in this Management’s Discussion and Analysis.

Static gap analysis, although a standard measuring tool, does not fully illustrate the impact of interest rate changes on future earnings. First, market rate changes normally do not equally or simultaneously affect all categories of assets and liabilities. Second, assets and liabilities that can contractually reprice within the same period may not do so at the same time or to the same magnitude. Third, the interest rate sensitivity table presents a one-day position. Variations occur daily as we adjust our rate sensitivity throughout the year. Finally, assumptions must be made in constructing such a table.

As the static gap report fails to address the dynamic changes in the balance sheet composition or prevailing interest rates, we utilize a simulation model to enhance our asset/liability management. This model is used to create pro forma net interest income scenarios under various interest rate shocks. Model results at September 30, 2016, produced results similar to those indicated by the one-year static gap position. In addition, parallel and instantaneous shifts in interest rates under various interest rate shocks resulted in changes in net interest income that were well within ALCO policy limits. We will continue to monitor our IRR throughout 2016 and endeavor to employ deposit and loan pricing strategies and direct the reinvestment of loan and investment repayments in order to manage our IRR position.

Financial institutions are affected differently by inflation than commercial and industrial companies that have significant investments in fixed assets and inventories. Most of our assets are monetary in nature and change correspondingly with variations in the inflation rate. It is difficult to precisely measure the impact inflation has on us, however we believe that our exposure to inflation can be mitigated through asset/liability management.

Liquidity:

Liquidity management is essential to our continuing operations and enables us to meet financial obligations as they come due, as well as to take advantage of new business opportunities as they arise. Financial obligations include, but are not limited to, the following:

Funding new and existing loan commitments;

Payment of deposits on demand or at their contractual maturity;

Repayment of borrowings as they mature;

Payment of lease obligations; and

Payment of operating expenses.

These obligations are managed daily, thus enabling us to effectively monitor fluctuations in our liquidity position and to adapt that position according to market influences and balance sheet trends. Future liquidity needs are forecasted and strategies are developed to ensure adequate liquidity at all times.

Historically, core deposits have been the primary source of liquidity because of their stability and lower cost, in general, than other types of funding. Providing additional sources of funds are loan and investment payments and prepayments and the ability to sell both available for sale securities and mortgage loans held for sale. We believe liquidity is adequate to meet both present and future financial obligations and commitments on a timely basis.

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Peoples Financial Services Corp.

Management’s Discussion and Analysis

(Dollars in thousands, except share and per share data)

We employ a number of analytical techniques in assessing the adequacy of our liquidity position. One such technique is the use of ratio analysis to determine the extent of our reliance on noncore funds to fund our investments and loans maturing after September 30, 2016. Our noncore funds at September 30, 2016, were comprised of time deposits in denominations of $100 or more and other borrowings. These funds are not considered to be a strong source of liquidity because they are very interest rate sensitive and are considered to be highly volatile. At September 30, 2016, our net noncore funding dependence ratio, the difference between noncore funds and short-term investments to long-term assets, was 13.6%, while our net short-term noncore funding dependence ratio, noncore funds maturing within one-year, less short-term investments to long-term assets equaled 7.6%. Comparatively, our overall noncore dependence ratio at year-end 2015 was 11.3% and our net short-term noncore funding dependence ratio was 4.1%, indicating that our reliance on noncore funds has increased.

The Consolidated Statements of Cash Flows present the changes in cash and cash equivalents from operating, investing and financing activities. Cash and cash equivalents, consisting of cash on hand, cash items in the process of collection, deposit balances with other banks and federal funds sold, decreased $1,003 during the nine months ended September 30, 2016. Cash and cash equivalents increased $9,559 for the same period last year. For the nine months ended September 30, 2016, net cash inflows of $20,663 from operating activities and $137,823 from financing activities were more than offset by net cash outflows of $159,489 from investing activities. For the same period of 2015, net cash inflows of $18,930 from operating activities and $19,567 from financing activities were partially offset by net cash outflows of $28,938 from investing activities.

Operating activities provided net cash of $20,663 for the nine months ended September 30, 2016, and $18,930 for the corresponding nine months of 2015. Net income, adjusted for the effects of gains and losses along with noncash transactions such as depreciation and the provision for loan losses, is the primary source of funds from operations.

Investing activities primarily include transactions related to our lending activities and investment portfolio. Investing activities used net cash of $159,489 for the nine months ended September 30, 2016, compared to using $28,938 for the same period of 2015. In 2016, an increase in lending activities was the primary factor causing the net cash outflow from investing activities. Comparatively, in 2015 it was a combination of lending and investment portfolio activity which led to the decrease in cash.

Financing activities provided net cash of $137,823 for the nine months ended September 30, 2016, and $19,567 for the corresponding nine months of 2015. Deposit gathering is our predominant financing activity. Deposits increased for the nine months ended September 30, 2016 and 2015. The increase in deposits totaled $110,000 in the nine months ended September 30, 2016. Comparatively, deposits increased $19,092 for the same period of 2015. We continued to attract deposits from new markets and customers as well as existing customers, including municipalities and school districts, and deposits gathered in relation to natural gas activity within existing markets in Susquehanna and Wyoming Counties of Pennsylvania. Another source of financing is our short term borrowings which increased $36,975 in the nine months ended September 30, 2016 compared to a net increase of $10,693 in the nine months ending September 30, 2015.

We believe that our future liquidity needs will be satisfied through maintaining an adequate level of cash and cash equivalents, by maintaining readily available access to traditional funding sources, and through proceeds received from the investment and loan portfolios. The current sources of funds will enable us to meet all cash obligations as they come due.

Capital:

Stockholders’ equity totaled $256,440 or $34.68 per share at September 30, 2016, compared to $248,768 or $33.57 per share at December 31, 2015. Net income of $14,855 for the nine months ended September 30, 2016 was the primary factor leading to the improved capital position. Stockholders’ equity was also affected by cash dividends declared of $6,879, shares retired of $604, stock based compensation of $53, and other comprehensive income resulting from market value fluctuations in the investment portfolio of $247.

Dividends declared equaled $0.93 per share through nine months of 2016 and 2015. The dividend payout ratio was 46.3% for the nine months ended September 30, 2016 and 50.5% for the same period of 2015. The merger agreement pursuant to which we merged with Penseco in 2013 contemplates that, unless 80 percent of our board of directors

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Peoples Financial Services Corp.

Management’s Discussion and Analysis

(Dollars in thousands, except share and per share data)

determines otherwise, we will pay a quarterly cash dividend in an amount no less than $0.31 per share through 2018, provided that sufficient funds are legally available, and that we remain “well-capitalized” in accordance with applicable regulatory guidelines. It is the intention of our board of directors to continue to pay cash dividends in the future. However, these decisions are affected by operating results, financial and economic decisions, capital and growth objectives, appropriate dividend restrictions and other relevant factors.

In July 2013, the Board of Governors of the FRB approved the Basel III interim final rule (“Basel III”) which is intended to strengthen the quality and increase the required level of regulatory capital for a more stable and resilient banking system. The changes include: (i) a new regulatory capital measure, Common Equity Tier 1 (“CET1”), which is limited to capital elements of the highest quality; (ii) a new definition and increase of tier 1 capital which is now comprised of CET1 and Additional Tier 1; (iii) changes in calculation of some risk-weighted assets and off-balance sheet exposure; and (iv) a capital conservation buffer that will limit capital distributions, stock redemptions, and certain discretionary bonus payments if the institution does not maintain capital in excess of the minimum capital requirements. These new capital rules took effect for our Bank on January 1, 2015 and reporting began with the quarter ended September 30, 2015. Under the final capital rules that became effective on January 1, 2015, there was a requirement for a CET1 capital conservation buffer of 2.5% of risk-weighted assets which is in addition to the other minimum risk-based capital standards in the rule. Institutions that do not maintain this required capital buffer will become subject to progressively more stringent limitations on the percentage of earnings that can be paid out in dividends or used for stock repurchases and on the payment of discretionary bonuses to senior executive management. The capital buffer requirement is being phased in over three years beginning in 2016.

The adequacy of capital is reviewed on an ongoing basis with reference to the size, composition and quality of resources and regulatory guidelines. We seek to maintain a level of capital sufficient to support existing assets and anticipated asset growth, maintain favorable access to capital markets, and preserve high quality credit ratings. At September 30, 2016, the Bank’s Tier 1 capital to total average assets was 10.00% as compared to 10.48% at December 31, 2015. The Bank’s Tier 1 capital to risk weighted asset ratio was 12.04% and the total capital to risk weighted asset ratio was 13.06% at September 30, 2016. These ratios were 13.11% and 14.05% at December 31, 2015. The Bank’s common equity Tier 1 to risk weighted asset ratio was 12.04% at September 30, 2016 compared to 13.11% at December 31, 2015. The Bank was deemed to be well-capitalized under regulatory standards at September 30, 2016. Additionally, as of September 30, 2016, the Bank would meet all capital adequacy requirements under the Basel III Capital Rules on a fully phased-in basis as if all such requirements were currently in effect.

Review of Financial Performance:

Net income for the third quarter of 2016 equaled $5,118 or $0.69 per share compared to $4,409 or $0.58 per share for the third quarter of 2015. Return on average assets (“ROA”) measures our net income in relation to total assets. Our ROA was 1.05% for the third quarter of 2016 and 1.00% for the same period in 2015. Return on average equity (“ROE”) indicates how effectively we can generate net income on the capital invested by stockholders. Our ROE was 7.95% for the third quarter of 2016 compared to 7.00% for the third quarter of 2015. Net income through nine months in 2016 equaled $14,855 or $2.01 per share compared to $13,884 or $1.84 per share for the same period of 2015. Our ROA and ROE were 1.04% and 7.76% through nine months in 2016 compared to 1.07% and 7.47% for the same period of 2015. Gains on sale of investment securities were $623 for the nine months ended September 30, 2016 and $979 for the same period in 2015.

Net Interest Income:

Net interest income is the fundamental source of earnings for commercial banks. Fluctuations in the level of net interest income can have the greatest impact on net profits. Net interest income is defined as the difference between interest revenue, interest and fees earned on interest-earning assets, and interest expense, the cost of interest-bearing liabilities supporting those assets. The primary sources of earning assets are loans and investment securities, while interest-bearing deposits, short-term and long-term borrowings comprise interest-bearing liabilities. Net interest income is impacted by:

Variations in the volume, rate and composition of earning assets and interest-bearing liabilities;

Changes in general market rates; and

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Management’s Discussion and Analysis

(Dollars in thousands, except share and per share data)

The level of nonperforming assets.

Changes in net interest income are measured by the net interest spread and net interest margin. Net interest spread, the difference between the average yield earned on earning assets and the average rate incurred on interest-bearing liabilities, illustrates the effects changing interest rates have on profitability. Net interest margin, net interest income as a percentage of earning assets, is a more comprehensive ratio, as it reflects not only the spread, but also the change in the composition of interest-earning assets and interest-bearing liabilities. Tax-exempt loans and investments carry pre-tax yields lower than their taxable counterparts. Therefore, in order to make the analysis of net interest income more comparable, tax-exempt income and yields are reported herein on a tax-equivalent basis using the prevailing federal statutory tax rate of 35.0% in 2016 and 2015.

For the three months ended September 30, tax-equivalent net interest income increased $1,687 to $16,578 in 2016 from $14,891 in 2015. The net interest spread increased to 3.63% for the three months ended September 30, 2016 from 3.61% for the three months ended September 30, 2015. The tax-equivalent net interest margin increased to 3.76% for the third quarter of 2016 from 3.74% for the comparable period of 2015. The tax-equivalent net interest margin for the second quarter of 2016 was 3.81%. Loan accretion in the third quarter of 2016 related to loans acquired in the 2013 Penseco merger was $189, resulting in an increase in the tax-equivalent net interest margin of 4 basis points. Comparatively, loan accretion recognized on these loans in the third quarter of 2015 was $128, also resulting in an increase in the tax-equivalent net interest margin of 4 basis points. Without such interest income, the tax equivalent net interest margin for the three months ended September 30 would have been 3.72% in 2016 and 3.70% in 2015.

For the three months ended September 30, tax-equivalent interest income on earning assets increased $2,027, to $18,403 in 2016 as compared to $16,376 in 2015. The overall yield on earning assets, on a fully tax-equivalent basis, increased 6 basis points for the three months ended September 30, 2016 to 4.17% as compared to 4.11% for the three months ended September 30, 2015. The increase in the yield on earning assets resulted from the sale of lower yielding investment securities available-for-sale in 2016. The overall yield earned on investments increased 34 basis points for the third quarter of 2016 to 2.94% from 2.60% for the third quarter of 2015. Average investments decreased to $259,822 for the quarter ended September 30, 2016 compared to $323,650 for the same period in 2015.

Total interest expense increased $340, to $1,825 for the three months ended September 30, 2016 from $1,485 for the three months ended September 30, 2015. An unfavorable volume variance caused the increase. An increase in the average volume of interest bearing liabilities of $183,672 coupled with a 4 basis point increase in the cost of funds comparing the three months ended September 30, 2016 and 2015 caused the increase.

For the nine months ended September 30, tax-equivalent net interest income increased $3,940 to $48,604 in 2016 from $44,664 in 2015. The net interest spread decreased to 3.66% for the nine months ended September 30, 2016 from 3.69% for the nine months ended September 30, 2015. The tax-equivalent net interest margin for the nine months ended September 30 was 3.79% in 2016 compared to 3.82% in 2015. Loan accretion income in the nine months ended September 30, 2016 related to loans acquired in the fourth quarter of 2013 was $561, resulting in an increase in the tax-equivalent net interest margin of 4 basis points. Comparatively, loan accretion income on these loans recognized in the first nine months of 2015 was $475, again resulting in an increase in the tax-equivalent net interest margin of 4 basis points. Without such interest income, the tax equivalent net interest margin for the nine months ended September 30 would have been 3.75% in 2016 and 3.78% in 2015.

For the nine months ended September 30, 2016, tax-equivalent interest income increased $4,782, to $53,914 as compared to $49,132 for the nine months ended September 30, 2015. A volume variance in interest income of $7,475 attributable to an increase in the average balance of earning assets was partially offset by a $2,693 unfavorable rate variance due primarily to a decrease in the yield on loans. Specifically, the increase was primarily due to a $200,179 increase in average loans for the first nine months of 2016 from the same period in 2015. The overall yield on earning assets, on a fully tax-equivalent basis, increased for the nine months ended September 30, 2016 to 4.21% as compared to 4.20% for the nine months ended September 30, 2015. This was a result of the sale of lower yielding investment securities available-for-sale in 2016 which was countered by increased market competition for new loans.

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Peoples Financial Services Corp.

Management’s Discussion and Analysis

(Dollars in thousands, except share and per share data)

Total interest expense increased $842 to $5,310 for the nine months ended September 30, 2016 from $4,468 for the nine months ended September 30, 2015. A volume variance caused interest expenses to increase $1,037. The average volume of interest bearing liabilities increased to $1,301,253 for the nine months ended September 30, 2016, as compared to $1,165,280 for the nine months ended September 30, 2015. Offsetting the volume variance, a rate variance of $195 resulted in the increased interest expense through nine months in 2016. The cost of funds increased to 0.55% for the nine months ended September 30, 2016 as compared to 0.51% for the same period in 2015.

The average balances of assets and liabilities, corresponding interest income and expense and resulting average yields or rates paid are summarized as follows. Averages for earning assets include nonaccrual loans. Investment averages include available-for-sale securities at amortized cost. Income on investment securities and loans is adjusted to a tax equivalent basis using the prevailing federal statutory tax rate of 35%.


	Nine months ended
	September 2016						September 2015
	Average		Interest Income/		Yield/		Average		Interest Income/		Yield/
	Balance		Interest		Rate		Balance		Interest		Rate
Assets:
Earning assets:
Loans:
Taxable	$	1,330,166	$	44,400	4.46	%	$	1,165,215	$	40,072	4.60	%
Tax-exempt		107,414		3,540	4.40			72,186		2,638	4.89
Investments:
Taxable		146,734		1,911	1.74			210,439		2,507	1.59
Tax-exempt		125,790		4,017	4.27			104,480		3,843	4.92
Interest-bearing deposits		1,808		46	3.40			6,473		63	1.30
Federal funds sold								4,987		9	0.24
Total earning assets		1,711,912		53,914	4.21	%		1,563,780		49,132	4.20	%
Less: allowance for loan losses		14,381		—				11,028		—
Other assets		201,375		—				177,441		—
Total assets	$	1,898,906		53,914			$	1,730,193		49,132
Liabilities and Stockholders’ Equity:
Interest-bearing liabilities:
Money market accounts	$	215,747		605	0.37	%	$	197,112		485	0.33	%
NOW accounts		295,906		843	0.38			267,797		726	0.36
Savings accounts		391,830		525	0.18			399,060		623	0.21
Time deposits less than $100		163,395		1,283	1.05			172,806		1,369	1.06
Time deposits $100 or more		109,753		705	0.86			87,914		486	0.74
Short-term borrowings		65,117		282	0.58			8,581		23	0.36
Long-term debt		59,505		1,067	2.40			32,010		756	3.16
Total interest-bearing liabilities		1,301,253		5,310	0.55			1,165,280		4,468	0.51
Noninterest-bearing deposits		326,434		—				301,619		—
Other liabilities		15,420		—				14,686		—
Stockholders’ equity		255,799		—				248,608		—
Total liabilities and stockholders’ equity	$	1,898,906		5,310			$	1,730,193		4,468
Net interest income/spread			$	48,604	3.66	%			$	44,664	3.69	%
Net interest margin					3.79	%					3.82	%
Tax-equivalent adjustments:
Loans			$	1,239					$	923
Investments				1,406						1,345
Total adjustments			$	2,645					$	2,268

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Peoples Financial Services Corp.

Management’s Discussion and Analysis

(Dollars in thousands, except share and per share data)

Provision for Loan Losses:

We evaluate the adequacy of the allowance for loan losses account on a quarterly basis utilizing our systematic analysis in accordance with procedural discipline. We take into consideration certain factors such as composition of the loan portfolio, volumes of nonperforming loans, volumes of net charge-offs, prevailing economic conditions and other relevant factors when determining the adequacy of the allowance for loan losses account. We make monthly provisions to the allowance for loan losses account in order to maintain the allowance at the appropriate level indicated by our evaluations. Based on our most current evaluation, we believe that the allowance is adequate to absorb any known and inherent losses in the portfolio as of September 30, 2016.

For the three and nine months ended September 30, 2016, the provision for loan losses totaled $1,200 and $3,600, compared to $900 and $2,400 for the same periods in 2015. The increase in the provision for the quarter and year-to-date periods ended September 30, 2016 were primarily a result of greater loan growth as compared to the corresponding periods of the prior year.

Noninterest Income:

Noninterest income for the third quarter increased $10 or 0.3% to $4,025 in 2016 from $4,015 in 2015. For the nine months ended September 30, 2016, noninterest income totaled $12,029, an increase of $79 or 0.7% from $11,950 for the comparable period of 2015. Service charges, fees and commissions decreased $172, or 3.7% to $4,513 through nine months in 2016 from $4,685 for the same period in 2015. Merchant services income increased $273 to $3,209 for the nine months ended September 30, 2016 from $2,936 for the same period last year as a result of an increase in the number of merchant accounts serviced. Income generated from commissions and fees on fiduciary activities increased $8 to $1,495 for the nine months ended September 30, 2016 in comparison to $1,487 for the same period in 2015 due to additional executor fees generated in 2016. Income generated from our wealth management division increased $352 to $979 through the first nine months of 2016 in comparison to $627 over that same period in 2015 due to the addition of retirement plan servicing to the wealth management platform in 2016. Mortgage banking income decreased $51 to $616 through nine months in 2016 compared to $667 for the comparable period in 2015 as the volume of loans originated for sale declined. Life insurance investment income increased $25 to $594 for the nine months ended September 30, 2016 from $569 for the same period in 2015. We purchased an additional $1,500 of bank owned life insurance in February 2016 thus generating additional income. Gains from the sale of investment securities available-for-sale decreased to $623 for the nine months ended September 30, 2016 compared to $979 for the same period in 2015.

For the three months ended September 30, noninterest income increased to $4,025 in 2016 from $4,015 in 2015. Increases in service charges, fees and commissions, income from merchant services, wealth management, mortgage banking income and life insurance income were partially offset by declines in commissions and fees on fiduciary activities. There were no net gains on sale of investment securities available-for-sale for the quarter ended September 30, 2016. Net gains on sale of investment securities available-for-sale were $147 during the corresponding quarter of 2015.

Noninterest Expenses:

In general, noninterest expense is categorized into three main groups: employee-related expenses, occupancy and equipment expenses and other expenses. Employee-related expenses are costs associated with providing salaries, including payroll taxes and benefits, to our employees. Occupancy and equipment expenses, the costs related to the maintenance of facilities and equipment, include depreciation, general maintenance and repairs, real estate taxes, rental expense offset by any rental income, and utility costs. Other expenses include general operating expenses such as advertising, contractual services, insurance, including FDIC assessment, other taxes and supplies. Several of these costs and expenses are variable while the remainder are fixed. We utilize budgets and other related strategies in an effort to control the variable expenses.

For the third quarter, noninterest expense increased $311 or 2.7% to $12,017 in 2016 from $11,706 in 2015. For the nine months ended September 30, noninterest expense increased $1,437 or 4.2% to $35,748 in 2016 from $34,311 in 2015.

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Peoples Financial Services Corp.

Management’s Discussion and Analysis

(Dollars in thousands, except share and per share data)

Personnel costs increased 2.8%, net occupancy and equipment costs increased 2.0%, merchant services expense increased 13.2% and other expenses increased by 6.9% comparing year-to-date 2016 and 2015.

Salaries and employee benefits expense, which comprise the majority of noninterest expense, totaled $5,466 for the third quarter of 2016, an increase of $69 or 1.3% when compared to the third quarter of 2015. Salaries and employee benefits expense totaled $16,702 for the nine months ending September 30, 2016, an increase of $459 or 2.8% when compared to the same period of 2015. Costs related to our build out of our expansion plan and wealth management group contributed to the increase. Additional resources have been put in place in support of our expansion into the Lehigh Valley and King of Prussia markets. The increase in the wealth management group was due to our acquisition of a retirement planning services group in the second half of 2015.

We experienced a $70 or 3.1% increase in net occupancy and equipment expense comparing the third quarters of 2016 at $2,316 and 2015 at $2,246. We experienced a $135 or 2.0% increase in net occupancy and equipment expense comparing $6,998 for the months ended September 30, 2016 and $6,863 for the same period in 2015. Unusually mild winter conditions led to a decrease in heating costs as well as a decrease in costs associated with snow removal during 2016 when compared to 2015. Expenditures for occupancy and equipment related projects picked up during the second and third quarters of 2016 when compared to those periods in 2015.

Merchant services expense increased $67 or 8.1% to $890 for the three months ended September 30, 2016 from $823 for the same period in 2015. Merchant services expense increased $264 or 13.2% to $2,270 for the nine months ended September 30, 2016 from $2,006 for the same period in 2015. The increase is due to higher volumes and correlates directly to the increase in merchant services income for the nine months ended September 30, 2016.

For the third quarter, other expenses increased $104 or 3.5% to $3,048 from $2,944 comparing 2016 to 2015. For the nine months ended September 30, other expenses increased $576 or 6.9% to $8,879 from $8,303 comparing 2016 to 2015. Higher contributions to the earned income tax credit (EITC) program of $615, in the current period, along with higher recruiting costs, coupled with gains on other real estate owned realized in the prior period were the primary reason for the increase.

Income Taxes:

We recorded income tax expense of $1,390 or 21.4% of pre-tax income, and $1,113 or 20.2% of pre-tax income for the three months ended September 30, 2016 and 2015. We recorded income tax expense of $3,785 or 20.3% of pre-tax income, and $3,751 or 21.3% of pre-tax income for the nine months ended September 30, 2016 and 2015. The three months ended September 30, 2016 includes investment tax credits of $894 compared to $841 for that same period last year. Additionally, a higher proportion of tax-exempt interest income to before tax income was recognized during the nine months ended September 30, 2016 compared to the same period in 2015.

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Item 3. Quantitative and Qualitativ e Disclosures about Market Risk.

Market risk is the risk to our earnings and/or financial position resulting from adverse changes in market rates or prices, such as interest rates, foreign exchange rates or equity prices. Our exposure to market risk is primarily interest rate risk (“IRR”), which arises from our lending, investing and deposit gathering activities. Our market risk sensitive instruments consist of non-derivative financial instruments, none of which are entered into for trading purposes. During the normal course of business, we are not exposed to foreign exchange risk or commodity price risk. Our exposure to IRR can be explained as the potential for change in reported earnings and/or the market value of net worth. Variations in interest rates affect the underlying economic value of assets, liabilities and off-balance sheet items. These changes arise because the present value of future cash flows, and often the cash flows themselves, change with interest rates. The effects of the changes in these present values reflect the change in our underlying economic value, and provide a basis for the expected change in future earnings related to interest rates. Interest rate changes affect earnings by changing net interest income and the level of other interest-sensitive income and operating expenses. IRR is inherent in the role of banks as financial intermediaries.

A bank with a high degree of IRR may experience lower earnings, impaired liquidity and capital positions, and most likely, a greater risk of insolvency. Therefore, banks must carefully evaluate IRR to promote safety and soundness in their activities.

The projected impacts of instantaneous changes in interest rates on our net interest income and economic value of equity at September 30, 2016, based on our simulation model, as compared to our ALCO policy limits are summarized as follows:


	September 30, 2016
	% Change in
Changes in Interest Rates (basis points)	Net Interest Income		Economic Value of Equity
	Metric	Policy	Metric	Policy
+400	5.1	(20.0)	12.5	(45.0)
+300	4.2	(20.0)	11.0	(35.0)
+200	2.9	(10.0)	8.5	(25.0)
+100	1.7	(10.0)	5.6	(15.0)
Static
(100)	(3.2)	(10.0)	(14.7)	(15.0)

Our simulation model creates pro forma net interest income scenarios under various interest rate shocks. Given instantaneous and parallel shifts in general market rates of plus 100 basis points, our projected net interest income for the 12 months ending September 30, 2016, would increase 1.7 percent from model results using current interest rates. Additional disclosures about market risk are included in Part II, Item 7 of our Annual Report on Form 10-K for the year ended December 31, 2015, under the heading “Market Risk Sensitivity,” and are incorporated into this Item 3 by reference. There were no material changes in our market risk from December 31, 2015.

Item 4. Control s and Procedures.

(a) Evaluation of disclosure controls and procedures.

At September 30, 2016, the end of the period covered by this Quarterly Report on Form 10-Q, our principal executive officer (“PEO”) and principal financial officer (“PFO”) evaluated the effectiveness of the Company’s disclosure controls and procedures as defined in Rule 13a-15(e) under the Exchange Act. Based upon that evaluation, the PEO and PFO concluded that the disclosure controls and procedures, at September 30, 2016, were effective to provide reasonable assurance that information required to be disclosed in the Company’s reports filed under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms, and to provide

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reasonable assurance that information required to be disclosed in such reports is accumulated and communicated to the PEO and PFO to allow timely decisions regarding required disclosure.

(b) Changes in internal control.

There were no changes made in the Company’s internal control over financial reporting that occurred during the Company’s most recent fiscal quarter 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 Proceeding s.

The nature of the Company’s business generates a certain amount of litigation involving matters arising out of the ordinary course of business. In the opinion of management, there were no legal proceedings that had or might have a material effect on the consolidated results of operations, liquidity, or the financial position of the Company during the period ended September 30, 2016 and through the date of this quarterly report on Form 10-Q and no such legal proceedings known to be contemplated by governmental authorities.

Item 1A. Risk Factors .

There have been no material changes from the risk factors previously disclosed in the Company’s Annual Report on Form 10-K for the year ended December 31, 2015.

Item 2. Unregistered Sale s of Equity Securities and Use of Proceeds.

On February 2, 2016, we announced a stock repurchase program providing for the purchase of up to 225,000 shares of our outstanding common stock. The timing, price and volume of repurchases under the program will be based on market conditions, relevant securities laws and other factors.

There were no purchases made by or on behalf of the Company or any “affiliated purchaser,” as defined in the Exchange Act Rule 10b-18(a)(3), of the Company’s common stock during each of the months for the quarter ended September 30, 2016.


			Total Number of	Maximum Number
			Shares Purchased	of Shares that may
			as Part of Publicly	yet be Purchased
	Total Number of	Average Price	Announced	Under the
Month Ending	Shares Purchased	Paid Per Share	Programs	Programs
July 31, 2016		$		214,537
August 31, 2016		$		214,537
September 30, 2016		$		214,537

Item 3. Defaults upo n Senior Securities.

None.

Item 4. Mine Safety Disclosures.

Not applicable.

Item 5. Other Information .

None.

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Item 6. Exhibits .


10.1	Employment Agreement dated as of September 30, 2016 between Peoples Security Bank and Trust Company and Timothy H. Kirtley.

31.1	Principal Executive Officer certification pursuant to Rule 13a-14(a)/15d-14(a).

31.2	Principal Financial Officer certification pursuant to Rule 13a-14(a)/15d-14(a).

32	Principal Executive Officer and Principal Financial Officer certifications pursuant to Section 1350.

101+	Interactive Data File


+	As provided in Rule 406T of Regulation S-T, this information is filed for purposes of Sections 11 and 12 of the Securities Act of 1933 and Section 18 of the Securities Exchange Act of 1934.

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SIGNATURE S

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.

	Peoples Financial Services Corp.
	(Registrant)

Date: November 7, 2016	/s/ Craig W. Best
	Craig W. Best
	President and Chief Executive Officer
	(Principal Executive Officer)

Date: November 7, 2016	/s/ John R. Anderson, III
	John R. Anderson, III
	Interim Principal Financial and Accounting Officer
	(Principal Financial Officer and Principal Accounting Officer)

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EXHIBIT INDEX

Item Number	Description	Page

10.1	Employment Agreement dated as of September 30, 2016 between Peoples Security Bank and Trust Company and Timothy H. Kirtley.

31.1	Principal Executive Officer Certification Pursuant to Rule 13a-14 (a) /15d-14 (a).	43

31.2	Principal Financial Officer Certification Pursuant to Rule 13a-14 (a) /15d-14 (a).	44

32	Principal Executive Officer and Principal Financial Officer Certifications Pursuant to Section 1350.	45

101	The following materials from Peoples Financial Services Corp. Quarterly Report on Form 10-Q for the period ended September 30, 2016, formatted in XBRL: (i) the Consolidated Balance Sheets, (ii) the Consolidated Statements of Income and Comprehensive Income, (iii) the Consolidated Statements of Changes in Stockholders’ Equity, (iv) the Consolidated Statements of Cash Flows and (v) the Notes to the unaudited Consolidated Financial Statements.

Exhibit 10.1

EMPLOYMENT AGREEMENT

THIS EMPLOYMENT AGREEMENT (the “ Agreement ”), dated as of September 30, 2016, is made and entered into by and between Peoples Security Bank and Trust Company, a Pennsylvania state chartered bank (the “ Bank ”) and Timothy Kirtley (the “ Executive ”).

Article I
RECITALS

WHEREAS , the Bank desires to employ the Executive pursuant to the terms and conditions set forth in this Agreement; and

WHEREAS , the Executive desires to be so employed by the Bank.

NOW, THEREFORE , in consideration of the foregoing and the mutual covenants and promises contained herein and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, and intending to be legally bound hereby, the parties agree as follows:

Article II
DEFINITIONS

Section 2.1. “Accrued Obligations” means, as of the Date of Termination, to the extent not theretofore paid, the sum of (i) Executive’s Base Salary through the Date of Termination, (ii) the amount of any bonus or other incentive compensation for any completed bonus period and other vested cash compensation earned by Executive as of the Date of Termination under the terms of any compensation, benefit plans, and deferred compensation plans, policies or arrangements maintained in force by the Company, and (iii) any vacation pay, expense reimbursements and other cash entitlements accrued by the Executive, in accordance with Company policy as of the Date of Termination.

Section 2.2. “Bank Board” means the board of directors of the Bank.

Section 2.3. “Cause” means: (i) conviction of, or the entry of a plea of guilty or no contest to a felony or any other crime of moral turpitude that causes the Bank or any of its subsidiaries or affiliates public disgrace or disrepute, or adversely affects the Bank’s operations, financial performance, or relationship with its customers; (ii) fraud, embezzlement or other misappropriation of funds ; (iii) habitual insobriety or illegal use of controlled drugs; (iv) material breach of this Agreement, if not cured within thirty (30) days following Executive’s receipt from the Bank of written notice thereof specifying in reasonable detail the alleged breach; or (v) refusal to perform the lawful and reasonable directives of the Chief Executive Officer of the Bank or the Bank Board, unless such refusal is cured within thirty (30) days following Executive’s receipt from the Bank of written notice thereof , specifying the directives Executive allegedly refused to perform.

Section 2.4. “Change in Control” means the occurrence of any one of the following events: (i) any “person” or “group” (as such terms are used in Sections 13(d) and

14(d)(2) of the Securities Exchange Act of 1934, as amended (the “ Exchange Act ”)), other than any Company employee stock ownership plan or an equivalent retirement plan, becomes the beneficial owner (as such term is used in Section 13(d) of the Exchange Act), directly or indirectly, of securities of Parent representing 50% or more of the combined voting power of Parent’s then outstanding voting securities, (ii) the Parent Board ceases to consist of a majority of Continuing Directors (as defined below), (iii) the consummation of a sale of all or substantially all of the Company’s assets (as measured by the fair value of the assets being sold compared to the fair value of all of the Company’s assets), or (iv) a merger or other combination occurs such that a majority of the equity securities of the resultant entity after the merger or other combination are not owned by those who owned a majority of the equity securities of the Parent prior to the merger or other combination. A “ Continuing Director ” shall mean a member of the Parent Board who either (i) is a member of the Parent Board as of the date of this Agreement or (ii) is nominated or appointed to serve as a member of the Parent Board by a majority of the then Continuing Directors.

Section 2.5. “Change in Control Termination” means the termination of Executive’s employment under this Agreement by the Bank or its successor or assignee without Cause, or by Executive for Good Reason, which occurs within twelve (12) months following a Change in Control.

Section 2.6. “COBRA” means the Consolidated Omnibus Budget Reconciliation Act of 1986, as amended.

Section 2.7. “Code” means the Internal Revenue Code of 1986, as amended.

Section 2.8. “Company” means the Parent and its direct and indirect subsidiaries, including, without limitation, the Bank.

Section 2.9. “Date of Termination” has the meaning given to that term in Section 3.6 .

Section 2.10. “Disability” means a condition entitling Executive to benefits under the long term disability plan, policy or arrangement maintained for employees of the Bank. Termination as a result of a Disability will not be construed as a termination by the Bank “without Cause.”

Section 2.11. “Good Reason” means either of the following, without Executive’s prior consent: (i) a reduction in Base Salary of [15%] or more; or (ii) Executive being required to relocate to a principal place of employment more than 50 miles from Scranton, Pennsylvania. The events or conditions described in this Section 2.11 will not constitute Good Reason unless: (a) the Executive provides the Company with written objection to the event or condition within 30 days of the first occurrence of such event or condition, (b) the Company does not reverse or otherwise cure the event or condition within 30 days of receiving that written objection and (c) the Executive resigns his employment within 30 days following the expiration of such cure period.

Section 2.12. “Parent” means Peoples Financial Services Corp., a Pennsylvania corporation.

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Section 2.13. “Parent Board” means the board of directors of Parent.

Section 2.14. “Restricted Period” means the period commencing on the Date of Termination and ending either (i) on date that is twelve (12) months after the Date of Termination, in the event of a Change in Control Termination, or (ii) on date that is twelve (12) months after the Date of Termination, in any other event.

Article III
EMPLOYMENT AND COMPENSATION

Section 3.1. Employment Term .

(a) The Bank shall employ Executive, and Executive hereby accepts employment with the Bank, upon the terms and conditions set forth in this Agreement, effective August 24, 2016 (the “ Effective Date ”) and continuing through August 24, 2019 (the “ Initial Term ”) and thereafter for successive one year periods (each, a “ Renewal Term ”), unless sooner terminated in accordance with this Agreement or written notice is given by one party to the other at least thirty (30) days prior to the expiration of the Initial Term or any Renewal Term, as applicable. The Initial Term and any Renewal Term are herein collectively referred to as the “ Term .”

(b) If Executive dies while employed by the Bank, this Agreement and Executive’s employment by the Bank shall automatically terminate on the date of Executive’s death. The Bank may terminate Executive’s employment and all other positions with the Company upon written notice to Executive at any time (i) due to the Disability of Executive, (ii) for Cause, or (iii) without Cause, for any or no reason. Executive may terminate his employment with the Bank and all other positions with the Company at any time for any or no reason. Notwithstanding the generality of the preceding sentence, in the event that Executive resigns from his employment, Executive shall give thirty (30) days written notice to the Bank prior to the proposed effective date of such resignation, and such resignation shall not be effective until the expiration of such notice period, unless such notice is waived by the Bank (in which case such resignation shall be effective as of the date of or indicated in such waiver). In the event that the Bank terminates the relationship prior to the expiration of the thirty (30) day notice, the Executive shall be paid all compensation due during that period and shall remain enrolled in and eligible for all benefit programs.

Section 3.2. Positions and Duties . Executive will serve as Executive Vice President and Chief Credit Officer of the Bank, reporting directly to the Chief Lending Officer (“ CLO ”) of the Bank. Executive will have all duties customarily associated with the position of an Executive Vice President / Chief Credit Officer, any duties as are set forth in the Bank’s bylaws for such position and all duties as are delegated to Executive from time to time by the CEO or the Bank Board. Executive shall devote his best efforts and substantially all of his business time and services to the Company.

Section 3.3. Other Activities . Executive may be involved in various leadership and non-leadership capacities on a volunteer basis for not-for-profit organizations as a representative of the Company. In addition, nothing contained herein shall preclude the

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Executive from (i) engaging in charitable and community activities; (ii) participating in industry and trade organization activities; (iii) managing his and his family’s personal investments and affairs; and (iv) delivering lectures, fulfilling speaking engagements or teaching at educational institutions; provided that such activities do not interfere with the regular performance of his duties and responsibilities under this Agreement and do not violate his obligations under Article IV of this Agreement, and provided further that except as disclosed to the Bank prior to the date hereof or with consent of the Bank Board, the Executive shall not serve as a paid director of any organization.

Section 3.4. Compensation . The Bank shall pay or cause to be paid or provided to Executive the following compensation and benefits:

(a) Base Salary . Effective as of the Effective Date, the Executive will receive an initial base salary of $200,000 per annum, paid in accordance with the Bank’s payroll practices. The Executive’s base salary shall be reviewed on an annual basis by the Bank (or, if appropriate, the Compensation and Benefits Committee of the Parent Board (the “ Compensation Committee ”)) on the Bank’s regular schedule, and may be adjusted from time to time at the discretion of the Bank (or, if appropriate, the Compensation Committee). The initial base salary as adjusted from time to time is hereinafter referred to as Executive’s “ Base Salary .”

(b) Annual Bonus .

(i) For each fiscal year ending during the Term, beginning with the 2016 fiscal year, the Executive will be eligible to earn a cash incentive payment. The target amount of that cash incentive payment will be twenty percent (20%) of the Executive’s Base Salary at the commencement of the applicable fiscal year (the “ Target Bonus ”). The actual cash incentive payment payable with respect to a particular fiscal year (the “ Annual Bonus ”) will be determined by the Bank (or, if appropriate, the Compensation Committee) based upon the degree of achievement of corporate and/or individual performance objectives established by the Bank (or, if appropriate, the Compensation Committee) in its sole discretion. The foregoing notwithstanding, the Executive’s Annual Bonus, and in respect of the 2016 fiscal year, will be no less than $20,000.00.

(ii) For purposes of determining any Annual Bonus payable to Executive, the measurement of corporate and individual performance will be performed by the Bank (or, if appropriate, the Compensation Committee) in good faith. From time to time, the Bank (or, if appropriate, the Compensation Committee) may, in its sole discretion, make adjustments to corporate or individual performance goals, so that required departures from the Company’s operating budget, changes in accounting principles, acquisitions, dispositions, mergers, consolidations and other corporate transactions, and other factors influencing the achievement or calculation of such goals do not affect the operation of this Section 3.4(b) in a manner inconsistent with its intended purposes.

(iii) Any Annual Bonus payable under this Section 3.4(b) will be paid in the year following the applicable fiscal year in which such bonus is attributable within thirty (30) days following the recommendation of the audit committee of the Parent Board to include the audited financial statements for the applicable fiscal year in Parent’s annual report on

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Form 10-K, provided that the Executive has not been terminated for Cause before such payment date. No Annual Bonus shall be paid to the Executive if he has been terminated for Cause before any such Annual Bonus would otherwise be paid.

(c) Signing Bonus . The Bank shall pay Executive a one-time signing bonus of $20,000 payable no later than the 30 th day after the Effective Date.

(d) General Employee Benefits . The Executive will be eligible to participate in the employee benefit plans, policies or arrangements maintained by the Company for employees of the Bank generally, subject to the terms and conditions of such plans, policies or arrangements; provided , however , that this Agreement will not limit the Company’s ability to amend, modify or terminate such plans, policies or arrangements at any time for any reason. Provided, however, that substantially similar benefit plans, policies or arrangements shall be provided to Executive.

(e) Paid Time Off (PTO) . In addition to holidays observed by the Bank, Executive shall be entitled to twenty-five (25) working days paid time off (“PTO”) during each year of employment without reduction in salary or other benefits. PTO days that remain unused at the end of any year will accrue or expire to the extent provided by the Bank’s PTO policy, as in effect from time to time .

(f) Relocation . The Bank will pay or reimburse Executive for reasonable relocation expenses incurred by Executive in connection with his residential relocation to the Scranton, PA area, including (i) costs of moving the household goods and other personal property of the Executive (and his family, to the extent applicable), (ii) costs of temporary housing in the Scranton, PA area, (iii) reasonable house-hunting expenses and (iv) closing costs related to the Executive’s purchase of a residence in the Scranton, PA area. Payments and reimbursements to Executive for relocation expenses incurred under this Section 3.4(f) shall not exceed $30,000 in the aggregate, must be documented to the reasonable satisfaction of the Bank and eligible expenses must be incurred by December 31, 2016. 1

(g) Transition Health Coverage . The Bank will reimburse Executive for the premiums paid to continue his (and his family’s, if applicable) group health coverage with his former employer through the date on which Executive becomes eligible to participate in the Bank’s group health plan.

(h) Country Club . The Bank will reimburse Executive for the membership costs (including any initiation fees and dues) at a country club acceptable to the Bank, in accordance with Bank policy.

Section 3.5. Reimbursement of Expenses . Executive will be reimbursed by the Bank for all reasonable business expenses incurred by him in accordance with the Bank’s customary expense reimbursement policies as in effect from time to time.

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Section 3.6. Severance; Severance Payments . Upon a termination of his employment with the Bank (the effective date of such termination is herein referred to as the “ Date of Termination ”), Executive will be entitled only to such compensation, benefits and rights as described in this Section 3.6 and in any other agreement between Executive and the Bank.

(a) Termination without Cause; Resignation with Good Reason . Except as otherwise provided in this Section 3.6 , if Executive’s employment by the Bank is terminated by the Bank without Cause, or if Executive resigns his employment with the Bank for Good Reason 2 , Executive will be entitled to:

(i) Payment of all Accrued Obligations, including but not limited to those earned by Executive under Section 3.4 above; and

(ii) Cash severance payments equal to one-twelfth (1/12) of Executive’s Base Salary as of the Date of such Termination payable for a period of 12 months and one-twelfth of Executive’s average annual bonus in the three fiscal years ending before the termination and make monthly payments equal to the amount of the COBRA continuation premiums for a period of 18 month from and after the Date of Termination and in accordance with the Bank’s payroll practices.

(b) Change in Control Termination . In lieu of any compensation and benefits payable under Section 3.6(a) , in the event that Executive’s employment by the Bank ceases due to a Change in Control Termination, Executive will be entitled to:

(i) Payment of all Accrued Obligations, including but not limited to those earned by Executive under Section 3.4 above; and

(c) Termination Following Expiration of a Term . In the event of a termination by the Bank of Executive’s employment following the expiration of any Initial Term or Renewal Term due to the Bank’s decision not to renew the applicable Term, the Bank shall pay or provide to Executive the amounts, benefits and rights described in Section 3.6(a) .

(d) Except as provided in this Section 3.6 , all compensation and participation in all benefit plans, policies and arrangements will cease at the Date of Termination, subject to the terms of any benefit plans, policies and arrangements then in force and applicable to Executive, and the Company shall have no further liability or obligation by reason of such termination, provided, however , that nothing in this paragraph shall affect or be deemed to affect Executive’s rights to accrued or vested benefits under any benefit plan, policy or arrangement.

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The payments and benefits described in this Section 3.6 are in lieu of, and not in addition to, any other severance arrangement maintained for the employees of the Bank generally.

Notwithstanding any provision of this Agreement, the payments and benefits described in this Section 3.6 are conditioned on: (a) the Executive’s execution and delivery to the Bank and the expiration of all applicable statutory revocation periods, by the 60th day following the Date of Termination, of a general release of claims against the Company in a form reasonably prescribed by the Bank (the “ Release ”); and (b) the Executive’s continued compliance with the provisions of Article IV of this Agreement. Subject to Section 3.6(f) , below, the benefits described in this Section 3.6 will be paid or provided (or begin to be paid or provided as applicable) as soon as administratively practicable after the Release becomes irrevocable, provided that if the 60-day period described above begins in one taxable year and ends in a second taxable year such payments or benefits shall not commence until the second taxable year. Any payments to be made to Executive and any benefits to be provided to Executive pursuant to this Section 3.6 shall be paid or provided, as applicable, to Executive’s beneficiaries, heirs or estate in the event of Executive’s death.

(e) Other Terminations . If Executive’s employment with the Bank ceases for any reason other than as described in Sections 3.6(a) , 3.6(b) and 3.6(c) above (including but not limited to termination (a) by the Bank for Cause, (b) as a result of Executive’s death, (c) as a result of Executive’s Disability, or (d) by Executive without Good Reason), then the Bank’s obligation to Executive will be limited solely to the payment of Accrued Obligations. All compensation and participation in benefits will cease at the time of such termination and, except as otherwise provided by COBRA or the terms of such plans, the Company will have no further liability or obligation by reason of such termination. The foregoing will not be construed to limit Executive’s right to payment or reimbursement for claims incurred prior to the Date of Termination under any insurance contract funding an employee benefit plan, policy or arrangement of the Company in accordance with the terms of such insurance contract or Executive’s right to accrued or vested benefits under the terms of any employee benefit plan, policy or arrangement.

(f) Application of Section 409A of the Code .

(i) Notwithstanding anything to the contrary in this Agreement, no portion of the benefits or payments to be made under Section 3.6 hereof will be payable until the Executive has a “separation from service” from the Company within the meaning of Section 409A of the Code. In addition, to the extent compliance with the requirements of Treas. Reg. § 1.409A-3(i)(2) (or any successor provision) is necessary to avoid the application of an additional tax under Section 409A of the Code to payments due to the Executive upon or following his “separation from service,” then notwithstanding any other provision of this Agreement (or any applicable plan, policy, program, agreement or arrangement), any such payments that are otherwise due within six months following the Executive’s “separation from service” (taking into account the preceding sentence of this paragraph) will be deferred without interest and paid to the Executive in a lump sum immediately following that six month period. This paragraph should not be construed to prevent the application of Treas. Reg. § 1.409A-1(b)(9)(iii) (or any successor provision) to amounts

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payable hereunder. For purposes of the application of Section 409A of the Code, each payment in a series of payments will be deemed a separate payment.

(ii) Any reimbursements and in-kind benefits provided under this Agreement shall be made or provided in accordance with the requirements of Section 409A of the Code, including, where applicable, the requirement that (i) any reimbursement shall be for expenses incurred during the period of time specified in this Agreement, (ii) the amount of expenses eligible for reimbursement, or in-kind benefits provided, during a calendar year may not affect the expenses eligible for reimbursement, or in-kind benefits to be provided, in any other calendar year, (iii) the reimbursement of an eligible expense will be made on or before the last day of the calendar year following the year in which the expense is incurred, and (iv) the right to reimbursement or in-kind benefits is not subject to liquidation or exchange for another benefit.

(g) Limitation on Payments . If any payment or benefit due under this Agreement, together with all other payments and benefits that Executive receives or is entitled to receive from the Bank, the Parent or any of their subsidiaries, affiliates or related entities, would (if paid or provided) constitute an Excess Parachute Payment (as defined below), the amounts otherwise payable and benefits otherwise due under this Agreement will be limited to the minimum extent necessary to ensure that no portion thereof will fail to be tax-deductible to the Company by reason of Section 280G of the Code or result in an excise tax payable pursuant to Section 4999 of the Code. The determination of whether any payment or benefit would (if paid or provided) constitute an Excess Parachute Payment will be made by the Parent Board, in its good faith discretion. If a reduction to Executive’s payments and benefits is required pursuant to this Section 3.6(g) , such reduction shall occur to the payments and benefits in the order that results in the greatest economic present value of all payments actually made to Executive.

(h) Adjustments Necessary to Comply with Maximum Payment Limit . If, notwithstanding the initial application of Section 3.6(g) , the Internal Revenue Service determines that any amount paid or benefit provided to Executive would constitute an Excess Parachute Payment, Section 3.6(g) will be reapplied based on the Internal Revenue Service’s determination and Executive will be required to repay to the Bank any Overpayment (as defined below) immediately upon receipt of written notice of the applicability of this section.

(i) Recoupment of Certain Incentive-Based Compensation .

(i) Breach of Restrictive Covenants . If the Executive breaches, in any respect, any of the covenants to be performed by the Executive pursuant to Article IV below (regarding non-competition, non-solicitation, confidentiality, or non-disparagement), whether during the Term or the Restricted Period, then the Executive shall repay or return to the Bank the entire amount of any incentive-based compensation received by the Executive during the 12-month period preceding such breach.

(ii) Obligations Not Exclusive . The rights of the Bank and the obligations of the Executive set forth in this Section 3.6(i) are in addition to any other rights and obligations under applicable laws and regulations, the terms and conditions of any plan and award agreement pursuant to which incentive-based compensation is awarded to the Executive,

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and the terms and conditions of any claw back, recoupment or similar policy applicable to the executive officers of the Bank, which the Bank or the Company may adopt and maintain from time to time.

(j) Definitions . For purposes of this Agreement:

(i) “ Excess Parachute Payment ” has the same meaning as used in Section 280G(b)(1) of the Code.

(ii) “ Overpayment ” means any amount paid to Executive in excess of the maximum payment limit of Section 3.6(g) of this Agreement.

Article IV
RESTRICTIVE COVENANTS AND REMEDIES

Section 4.1. Confidential Information . In consideration of the employment by the Bank of Executive and the consideration outlined in Article III of this Agreement, and as an inducement to the Company to continue to entrust Executive with its Trade Secrets (as hereinafter defined), Executive agrees that Executive will not use for himself or disclose to any person any Trade Secret of the Company obtained by Executive as a result of his employment by the Bank unless authorized in writing by the Bank to do so. For purposes of this Agreement, “ Trade Secrets ” means any trade secrets and is deemed to include, but not be limited to, all confidential information, including price lists, patents, designs, inventions, copyrighted materials, product lists, marketing strategies, personnel files, customer lists, and all other information or material received by Executive in connection with his employment by the Bank which is not otherwise available to the general public; provided, that the term Trade Secrets shall exclude (i) information that is or subsequently becomes publicly available other than as a result of Executive’s breach of this Agreement; (ii) is acquired from another source not under a duty of confidentiality to the Company and not as a result of a breach of this Agreement; (iii) is independently developed by Executive without use of the Trade Secrets; (iv) is approved for public release by the Company; or (v) is required to be disclosed by court order, subpoena, in connection with a civil or criminal investigative demand, the discovery rules of any court or otherwise by law or legal process. Upon cessation of Executive’s service to the Bank for any reason, all written or electronic materials evidencing Trade Secrets, and all copies thereof, in the possession or control of Executive shall be delivered to the Bank. Notwithstanding any other provisions of this Agreement, pursuant to 18 USC Section 1833(b), Executive shall not be held criminally or civilly liable under any federal or state trade secret law for the disclosure of a Trade Secret that is made: (i) confidentially to a federal, state, or local government official, either directly or indirectly, or to an attorney, and solely for the purpose of reporting or investigating a suspected violation of law; or (ii) in a complaint or other document filed in a lawsuit or other proceeding, if such filing is made under seal. If Executive files a lawsuit for retaliation by the Company for reporting a suspected violation of law, Executive may disclose a Trade Secret to Executive’s attorney and use the Trade Secret information in related court proceedings, provided that Executive files any document containing the Trade Secret information under seal and does not disclose the Trade Secret, except pursuant to court order.

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Section 4.2. Ownership of Inventions and Ideas . Executive acknowledges that the Bank shall be the sole owner of all the results and proceeds of his service to the Company, including but not limited to, all patents, patent applications, patent rights, formulas, copyrights, inventions, developments, discoveries, other improvements, data, documentation, drawings, charts, and other written, audio and/or visual materials relating to equipment, methods, products, processes or programs in connection with the business of the Company (collectively, the “ Developments ”) which Executive, by himself or in conjunction with any other person, may conceive, make, acquire, acquire knowledge of, develop or create during Executive’s employment by the Bank, free and clear of any claims by Executive (or any successor or assignee of Executive) of any kind or character whatsoever. Executive acknowledges that all copyrightable Developments shall be considered works made for hire under the Federal Copyright Act. Executive hereby assigns and transfers his right, title and interest in and to all such Developments and agrees that he shall, at the request of the Bank, execute or cooperate with the Company in any patent applications, execute such assignments, certificates or other instruments, and do any and all other acts, as the Bank from time to time reasonably deems necessary or desirable to evidence, establish, maintain, perfect, protect, enforce or defend the Company’s right, title and interest in or to any such Developments.

Section 4.3. Restrictive Covenants . In consideration of the employment by the Bank of Executive and the consideration outlined in Article III of this Agreement, Executive agrees to be bound by this Section 4.3 . Executive will not, directly or indirectly, do any of the following during the Term and the Restricted Period:

(a) engage or participate in any business activity substantially similar to an activity from which the Company derives revenue (or, with respect to the application of this provision during the Restricted Period, engage or participate in any such business activity within any Company branch or office operating or preparing to operate within a fifty (50) mile radius of the Company Headquarters on the date Executive’s employment ends) (a “ Competing Business ”);

(b) become interested in (as owner, stockholder, lender, partner, co-venturer, director, officer, employee, agent or consultant) any person, firm, corporation, association or other entity engaged in any Competing Business. Notwithstanding the foregoing, Executive may hold up to 4.9% of the outstanding securities of any class of any publicly traded securities of any company;

(c) solicit or call on, either directly or indirectly, for purposes of selling goods or services competitive with goods or services sold by the Company, any customer with whom the Company shall have dealt or any prospective customer that the Company has identified and solicited at any time during Executive’s employment by the Bank;

(d) adversely influence or attempt to adversely influence any supplier, customer or potential customer of the Company to terminate or modify any written or oral agreement or course of dealing with the Company;

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(e) adversely influence or attempt to adversely influence any person to terminate or modify any employment, consulting, agency, distributorship or other arrangement with the Company; or

(f) employ or retain, or arrange to have any other person or entity employ or retain, any employee, consultant, agent or distributor of the Company (or with respect to the application of this provision during the Restricted Period, any person or entity who, within the 12 months preceding the Date of Termination, was employed or engaged by the Company as an employee, consultant, agent or distributor).

Executive acknowledges that the restrictions contained in Sections 4.1 , 4.2 and 4.3 are reasonable and necessary to protect the legitimate interests of the Bank and the Parent and that the duration of the Restricted Period, and the provisions of Sections 4.1 , 4.2 and 4.3 , are reasonable given Executive’s position within the Bank and the substantial consideration payable under this Agreement. Executive further acknowledges that Sections 4.1 , 4.2 and 4.3 are included herein in order to induce the Bank and the Parent to enter into this Agreement and that the Bank and the Parent would not have entered into this Agreement in the absence of these provisions.

Section 4.4. Enforcement .

(a) Specific Enforcement . Executive acknowledges that any material breach by him, willfully or otherwise, of this Article IV will cause continuing and irreparable injury to the Bank and the Parent for which monetary damages would not be an adequate remedy. Executive will not, in any action or proceeding to enforce any of the provisions of this Agreement, assert the claim or defense that such an adequate remedy at law exists. In the event of any such material breach by Executive, the Bank and/or the Parent will have the right to enforce this Agreement by seeking injunctive or other relief in any court and this Agreement will not in any way limit remedies of law or in equity otherwise available to the Bank and the Parent.

(b) Restitution . If Executive materially breaches any part of Section 4.1 , 4.2 or 4.3 , the Bank and the Parent will have the right and remedy to require Executive to account for and pay over to the Bank and the Parent all compensation, profits, monies, accruals, increments or other benefits derived or received by Executive as the result of such breach. This right and remedy will be in addition to, and not in lieu of, any other rights and remedies available to the Bank and the Parent under law or in equity.

(c) Extension of Restricted Period . If Executive breaches Section 4.1 , 4.2 or 4.3 , the Restricted Period will be extended by an amount of time equal to the period that Executive was in breach.

(d) Judicial Modification . If any court determines that Section 4.1 , 4.2 or 4.3 , or this Section 4.4 (or any part thereof) is unenforceable because of its duration or geographic scope, that court will have the power to modify that section and, in its modified form, that section will then be enforceable.

(e) Restrictions Enforceable in All Jurisdictions . If any court holds that Section 4.1 , 4.2 or 4.3 , or this Section 4.4 (or any part thereof) is unenforceable by reason of

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its breadth or scope or otherwise, it is the intention of the parties hereto that such determination not bar or in any way affect the right of the Bank and the Parent to the relief provided above in the courts of any other jurisdiction within the geographic scope of this section.

(f) Disclosure of Protective Provisions . Executive agrees to disclose the existence and terms of Sections 4.1 , 4.2 and 4.3 to any employer for whom Executive seeks to work during the Restricted Period. Executive also agrees that during the Restricted Period the Executive will provide and the Company may similarly provide a copy of this Section 4 to any business or enterprise (i) which Executive may directly or indirectly own, manage, operate, finance, join, control or of which he may participate in the ownership, management, operation, financing, or control, or (ii) with which Executive may be connected as an officer, director, employee, partner, principal, agent, representative, consultant or otherwise, or in connection with which Executive may use or permit to be used Executive’s name.

Article V
MISCELLANEOUS

Section 5.1. No Liability of Officers and Directors for Severance Upon Insolvency . Notwithstanding any other provision of the Agreement and intending to be bound by this provision, Executive hereby (a) waives any right to claim payment of amounts owed to him, now or in the future, pursuant to this Agreement from directors or officers of the Company if the Company becomes insolvent, except through their individual or collective acts of malfeasance or misfeasance, and (b) fully and forever releases and discharges the Company’s officers and directors from any and all claims, demands, liens, actions, suits, causes of action or judgments arising out of any present or future claim for such amounts except if such claims, demands, liens, actions, suits, causes of action or judgments are based on their individual or collective acts of malfeasance or misfeasance.

Section 5.2. Ability to Perform . Executive represents and warrants to the Company that there are no restrictions, agreements or understandings whatsoever to which he is a party that would prevent or make unlawful his execution of this Agreement, that would be inconsistent or in conflict with this Agreement or Executive’s obligations hereunder, or that would otherwise prevent, limit or impair the performance by Executive of his duties under this Agreement on and after the Effective Date.

Section 5.3. Payments Subject to Tax Withholding . All payments and transfers of property described in this Agreement will be made net of any applicable tax withholding.

Section 5.4. Dispute Resolution . Except for disputes arising under Article IV hereof, all disputes involving the interpretation, construction, application or alleged breach of this Agreement and all disputes relating to the termination of Executive’s employment with the Bank shall be submitted to final and binding arbitration in Scranton, Pennsylvania. The arbitrator shall be selected and the arbitration shall be conducted pursuant to the then most recent Employment Dispute Resolution Rules of the American Arbitration Association in Philadelphia, Pennsylvania. The arbitrator shall have authority to rule on any dispositive motions filed by the parties. The decision of the arbitrator shall be final and binding, and any court of competent jurisdiction may enter judgment upon the award. The arbitrator shall have jurisdiction and

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authority to interpret and apply the provisions of this Agreement and relevant federal, state and local laws, rules and regulations insofar as necessary to the determination of the dispute and to remedy any breaches of the Agreement and/or violations of applicable laws, but shall not have jurisdiction or authority to alter in any way the provisions of this Agreement. The arbitrator shall have the authority to award attorneys’ fees and costs to the prevailing party. The parties hereby agree that this arbitration provision shall be in lieu of any requirement that either party exhausts such party’s administrative remedies under federal, state or local law.

Section 5.5. Successors and Assigns; Third Party Beneficiary . Each of the Bank and the Parent may assign this Agreement to any affiliate or to any successor to its assets or business by means of liquidation, dissolution, merger, consolidation, sale of assets or otherwise. For avoidance of doubt, a termination of the Executive’s employment by the Bank in connection with a permitted assignment of the Bank’s rights and obligations under this Agreement is not a termination “without Cause” so long as the successor or assignee offers employment to the Executive on the terms herein specified (without regard to whether the Executive accepts employment with the successor or assignee). The duties of the Executive hereunder are personal to Executive and may not be assigned by him. The Parent and each of its direct and indirect subsidiaries (excluding the Bank) are designated as a third party beneficiary of this Agreement and shall be entitled to enforce the terms hereof as if it were a party hereto.

Section 5.6. Non-Disparagement . Executive agrees that he shall not in any way, orally or in writing, disparage or defame the Company or any of its board members, officers or employees to any third party or commit any libelous or slanderous act against the Company or any of its board members, officers or employees whether in the capacity as his former employer or otherwise.

Section 5.7. Severability . Whenever possible, each provision of this Agreement will be interpreted in such manner as to be effective and valid under applicable law. However, if any provision of this Agreement is held to be invalid, illegal or unenforceable in any respect, such invalidity, illegality or unenforceability will not affect any other provision, and this Agreement will be reformed, construed and enforced as though the invalid, illegal or unenforceable provision had never been herein contained.

Section 5.8. Survival . This Agreement, including, without limitation, the recoupment provisions set forth in Section 3.6(i) and the restrictive covenants set forth in Article IV , will survive the cessation of the Executive’s employment to the extent necessary to fulfill the purposes and intent of this Agreement.

Section 5.9. Entire Agreement; Amendments . Except as otherwise provided herein, this Agreement contains the entire agreement and understanding of the parties hereto relating to the subject matter hereof. Therefore, this Agreement merges and supersedes all prior and contemporaneous discussions, agreements and understandings of every nature relating to Executive’s employment, compensation, severance, termination or any related matter. This Agreement may not be changed or modified, except by an Agreement in writing signed by the Executive, the Bank and the Parent.

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Section 5.10. Notice . Any notice or communication required or permitted under this Agreement will be made in writing and (a) sent by overnight courier, (b) mailed by certified or registered mail, return receipt requested or (c) sent by telecopy, addressed as follows:

If to Executive, to the address on file with the Bank.

If to the Bank or the Parent:

Peoples Security Bank and Trust Company
150 North Washington Avenue
Scranton, PA 18503
Attn: Chief Executive Officer

Section 5.11. Governing Law . This Agreement shall be governed by and construed in accordance with the laws of the Commonwealth of Pennsylvania, without regard to the principles of conflicts of laws rules of any state. Any legal proceeding arising out of or relating to this Agreement will be instituted in a state or federal court in the Commonwealth of Pennsylvania, and each of the Executive, the Bank and the Parent hereby consent to the personal and exclusive jurisdiction of such court(s) and hereby waive any objection(s) that they may have to personal jurisdiction, the laying of venue of any such proceeding and any claim or defense of inconvenient forum.

Section 5.12. Counterparts and Facsimiles . This Agreement may be executed, including execution by facsimile signature, in one or more counterparts, each of which will be deemed an original , and all of which together will be deemed to be one and the same instrument.

Section 5.13. Remedies . In the event of any breach of this Agreement by either party, the party injured by such breach shall be entitled to attorneys’ fees, costs and expenses incurred by reason of such breach, if any, together with interest at the maximum rate permitted by law. This paragraph shall not be considered a waiver of or a limitation on the remedies available under this Agreement or at law or in equity for breach of this Agreement.

[ signature page follows ]

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IN WITNESS WHEREOF , the parties hereto have executed this Agreement on the date first written above.


Peoples Security Bank and Trust Company

By:	/s/ Craig W. Best	10/3/16
Name: Craig W. Best		Date
Title: President CEO



EXECUTIVE


/s/ Timothy H. Kirtley		9/30/16
Timothy H. Kirtley		Date

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Peoples Financial Services Corp.

Exhibit 31.1

CERTIFICATION

I, Craig W. Best, certify that:

I have reviewed this quarterly report on Form 10-Q for the period ended September 30, 2016, of Peoples Financial Services Corp.;

Based on my knowledge, this quarterly 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 quarterly report;

Based on my knowledge, the financial statements, and other financial information included in this quarterly 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 quarterly report;

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:

designed such disclosure controls and procedures 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 quarterly report is being prepared;

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;

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

disclosed in the quarterly report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting.

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 registrant’s Board of Directors (or persons performing the equivalent functions):

all significant deficiencies and material weaknesses in the design or operation of internal controls 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.


/s/ Craig W. Best
President and Chief Executive Officer
(Principal Executive Officer)

Date: November 7, 2016

Peoples Financial Services Corp.

Exhibit 31.2

CERTIFICATION

I, John R. Anderson, III, certify that:

I have reviewed this quarterly report on Form 10-Q for the period ended September 30, 2016, of Peoples Financial Services Corp.;

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.


/s/ John R. Anderson, III
Interim Principal Financial and Accounting Officer
(Interim Principal Financial Officer and Principal Accounting Officer)

Date: November 7, 2016

Peoples Financial Services Corp.

Exhibit 32

SECTION 1350 CERTIFICATIONS

In connection with the Quarterly Report on Form 10-Q of Peoples Financial Services Corp. (the “Company”) for the period ended September 30, 2016, as filed with the Securities and Exchange Commission (the “Report”), I, Craig W. Best, President and Chief Executive Officer, of the Company, certify, pursuant to 18 U.S.C. Section 1350, as added by 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. To my knowledge, the information contained in the Report fairly represents, in all material respects, the financial condition and results of operations of the Company as of and for the period covered by the Report.

/s/ Craig W. Best
President and Chief Executive Officer
(Principal Executive Officer)
Date: November 7, 2016

/s/ John R. Anderson, III
Interim Principal Financial and Accounting Officer
(Interim Principal Financial Officer and Principal Accounting Officer)
Date: November 7, 2016

A signed copy of this written statement required by Section 906 of the Sarbanes-Oxley Act of 2002 has been provided to the Company and will be retained by the Company and furnished to the Securities and Exchange Commission or its staff upon request.