UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

FORM 10-Q

(Mark One)

xQUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended September 30, ~~2018~~2019

Commission file number 1-35015

ACNB CORPORATION

(Exact name of Registrant as specified in its charter)

Pennsylvania		23-2233457
(State or other jurisdiction of		(I.R.S. Employer
incorporation or organization)		Identification No.)

16 Lincoln Square, Gettysburg, Pennsylvania		17325
(Address of principal executive offices)		(Zip Code)

Registrant’s telephone number, including area code: (717) 334-3161

Securities registered pursuant to Section 12(b) of the Act:

Title of each class		Symbol		Name of each exchange on which registered
Common Stock, $2.50 par value per share		ACNB		The NASDAQ Stock Market, LLC

Indicate by check mark whether the Registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the Registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes x No o

Indicate by check mark whether the ~~registrant~~Registrant has submitted electronically every Interactive Data File required to be submitted and pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the ~~registrant~~Registrant was required to submit such files). Yes x No o

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

Large accelerated filer o		Accelerated filer x

Non-accelerated filer o		Smaller reporting company x

Emerging growth company o

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

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

The number of shares of the Registrant’s Common Stock outstanding on November 1, ~~2018,~~2019, was ~~7,042,224.~~7,074,539.

PART I - FINANCIAL INFORMATION

ACNB CORPORATION

ITEM 1 - FINANCIAL STATEMENTS

CONSOLIDATED STATEMENTS OF CONDITION (UNAUDITED)

Dollars in thousands, except per share data	September 30, 2018			September 30, 2017			December 31, 2017			September 30, 2019			September 30, 2018			December 31, 2018

ASSETS

Cash and due from banks	$	18,145		$	17,882		$	19,304		$	22,999		$	18,145		$	20,105
Interest bearing deposits with banks	45,551			31,609			15,137			94,716			45,551			20,800

Total Cash and Cash Equivalents	63,696			49,491			34,441			117,715			63,696			40,905

Equity securities with readily determinable fair values	1,743			—			—			2,032			1,743			1,839
Debt securities available for sale	162,957			158,392			159,051			184,678			162,957			161,730
Securities held to maturity, fair value $32,767; $47,373; $44,549	33,517			47,369			44,829
Securities held to maturity, fair value $22,518; $32,767; $26,911										22,443			33,517			27,266
Loans held for sale	1,112			1,873			1,736			3,010			1,112			408
Loans, net of allowance for loan losses $13,414; $14,105; $13,976	1,259,032			1,222,265			1,230,194
Loans, net of allowance for loan losses $13,924; $13,414; $13,964										1,274,361			1,259,032			1,288,501
Premises and equipment	26,097			26,590			26,774			25,411			26,097			26,409
Right of use asset										3,662			—			—
Restricted investment in bank stocks	4,529			4,821			4,773			3,905			4,529			4,336
Investment in bank-owned life insurance	46,242			44,666			44,935			50,372			46,242			48,003
Investments in low-income housing partnerships	2,096			2,587			2,446			1,597			2,096			1,871
Goodwill	19,580			19,580			19,580			19,580			19,580			19,580
Intangible assets	2,628			2,752			2,569			4,580			2,628			4,407
Foreclosed assets held for resale	63			275			436			—			63			155
Other assets	24,507			26,974			23,668			22,503			24,507			22,314

Total Assets	$	1,647,799		$	1,607,635		$	1,595,432		$	1,735,849		$	1,647,799		$	1,647,724

LIABILITIES AND STOCKHOLDERS’ EQUITY

LIABILITIES
Deposits:
Non-interest bearing	$	292,389		$	273,853		$	279,413		$	322,594		$	292,389		$	302,394
Interest bearing	1,054,854			1,038,031			1,019,079			1,095,016			1,054,854			1,045,698

Total Deposits	1,347,243			1,311,884			1,298,492			1,417,610			1,347,243			1,348,092

Short-term borrowings	38,525			33,806			36,908			41,509			38,525			34,648
Long-term borrowings	84,725			96,850			94,600			72,068			84,725			83,516
Lease liability										3,662			—			—
Other liabilities	12,794			11,839			11,466			14,926			12,794			13,331

Total Liabilities	1,483,287			1,454,379			1,441,466			1,549,775			1,483,287			1,479,587

STOCKHOLDERS’ EQUITY
Preferred stock, $2.50 par value; 20,000,000 shares authorized; no shares outstanding	—			—			—			—			—			—
Common stock, $2.50 par value; 20,000,000 shares authorized; 7,104,824, 7,082,245 and 7,086,258 shares issued; 7,042,224, 7,019,645 and 7,023,658 shares outstanding	17,762			17,705			17,716
Common stock, $2.50 par value; 20,000,000 shares authorized; 7,137,139, 7,104,824 and 7,108,620 shares issued; 7,074,539, 7,042,224 and 7,046,020 shares outstanding										17,843			17,762			17,772
Treasury stock, at cost (62,600 shares)	(728		)	(728		)	(728		)	(728		)	(728		)	(728		)
Additional paid-in capital	38,321			37,671			37,777			39,418			38,321			38,448
Retained earnings	118,192			103,997			106,293			135,351			118,192			121,862
Accumulated other comprehensive loss	(9,035		)	(5,389		)	(7,092		)	(5,810		)	(9,035		)	(9,217		)

Total Stockholders’ Equity	164,512			153,256			153,966			186,074			164,512			168,137

Total Liabilities and Stockholders’ Equity	$	1,647,799		$	1,607,635		$	1,595,432		$	1,735,849		$	1,647,799		$	1,647,724

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

ACNB CORPORATION

CONSOLIDATED STATEMENTS OF INCOME (UNAUDITED)

	Three Months Ended September 30,					Nine Months Ended September 30,					Three Months Ended September 30,					Nine Months Ended September 30,
Dollars in thousands, except per share data	2018			2017		2018			2017		2019		2018			2019			2018

INTEREST AND DIVIDEND INCOME
Loans, including fees	$	14,966		$	13,990	$	43,746		$	33,484	$	16,057	$	14,966		$	47,763		$	43,746
Securities:
Taxable	929			890		2,761			2,474		1,079		929			3,078			2,761
Tax-exempt	51			85		175			352		31		51			113			175
Dividends	77			61		229			174		78		77			253			229
Other	259			83		490			120		452		259			830			490

Total Interest Income	16,282			15,109		47,401			36,604		17,697		16,282			52,037			47,401

INTEREST EXPENSE
Deposits	1,341			1,080		3,681			2,402		2,158		1,341			5,814			3,681
Short-term borrowings	2			9		29			69		21		2			73			29
Long-term borrowings	526			458		1,625			1,274		473		526			1,470			1,625

Total Interest Expense	1,869			1,547		5,335			3,745		2,652		1,869			7,357			5,335

Net Interest Income	14,413			13,562		42,066			32,859		15,045		14,413			44,680			42,066

PROVISION FOR LOAN LOSSES	200			—		770			—		150		200			425			770

Net Interest Income after Provision for Loan Losses	14,213			13,562		41,296			32,859		14,895		14,213			44,255			41,296

OTHER INCOME
Service charges on deposit accounts	839			870		2,465			2,057		1,017		839			2,901			2,465
Income from fiduciary, investment management and brokerage activities	632			489		1,762			1,409		651		632			1,841			1,762
Earnings on investment in bank-owned life insurance	269			276		807			807		296		269			869			807
Gain on life insurance proceeds	—			—		52			—		—		—			—			52
Net gains on sales of securities	31			—		44			—		—		31			—			44
Net losses on equity securities	(23		)	—		(50		)	—
Net gains (losses) on equity securities											31		(23		)	193			(50		)
Service charges on ATM and debit card transactions	609			490		1,753			1,229		652		609			1,825			1,753
Commissions from insurance sales	1,450			1,313		4,358			4,031		1,763		1,450			4,997			4,358
Other	318			492		963			1,007		531		318			1,075			963

Total Other Income	4,125			3,930		12,154			10,540		4,941		4,125			13,701			12,154

OTHER EXPENSES
Salaries and employee benefits	6,560			6,715		19,870			18,397		7,340		6,560			21,494			19,870
Net occupancy	700			677		2,199			1,710		739		700			2,336			2,199
Equipment	1,276			1,039		3,759			2,666		1,165		1,276			3,487			3,759
Other tax	243			197		684			576		269		243			805			684
Professional services	371			224		1,084			807		263		371			746			1,084
Supplies and postage	183			187		575			524		163		183			547			575
Marketing and corporate relations	98			119		366			321		132		98			442			366
FDIC and regulatory	173			170		521			449		53		173			382			521
Merger related expenses	—			4,305		—			4,675		516		—			516			—
Intangible assets amortization	175			193		541			355		154		175			467			541
Foreclosed real estate (income) expenses	(27		)	35		105			51
Foreclosed real estate expenses (income)											46		(27		)	(10		)	105
Other operating	1,104			1,006		3,389			2,970		1,134		1,104			3,708			3,389

Total Other Expenses	10,856			14,867		33,093			33,501		11,974		10,856			34,920			33,093

Income before Income Taxes	7,482			2,625		20,357			9,898		7,862		7,482			23,036			20,357

PROVISION FOR INCOME TAXES	1,443			713		3,898			2,627		1,552		1,443			4,396			3,898

Net Income	$	6,039		$	1,912	$	16,459		$	7,271	$	6,310	$	6,039		$	18,640		$	16,459

PER SHARE DATA
Basic earnings	$	0.86		$	0.27	$	2.34		$	1.14	$	0.89	$	0.86		$	2.64		$	2.34
Cash dividends declared	$	0.23		$	0.20	$	0.66		$	0.60	$	0.25	$	0.23		$	0.73		$	0.66

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

ACNB CORPORATION

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (UNAUDITED)

	Three Months Ended September 30,					Nine Months Ended September 30,					Three Months Ended September 30,					Nine Months Ended September 30,
Dollars in thousands	2018			2017		2018			2017		2019		2018			2019		2018

NET INCOME	$	6,039		$	1,912	$	16,459		$	7,271	$	6,310	$	6,039		$	18,640	$	16,459

OTHER COMPREHENSIVE (LOSS) INCOME
OTHER COMPREHENSIVE INCOME (LOSS)

SECURITIES

Unrealized (losses) gains arising during the period, net of income taxes of $(139), $28, $(742) and $159, respectively	(476		)	54		(2,195		)	306
Unrealized gains (losses) arising during the period, net of income taxes of $93, $(139), $850 and $(742), respectively											317		(476		)	2,914		(2,195		)

Reclassification adjustment for net gains included in net income, net of income taxes of $7, $0, $10 and $0, respectively (A) (C)	24			—		34			—
Reclassification adjustment for net gains included in net income, net of income taxes of $0, $7, $0 and $10, respectively (A) (C)											—		24			—		34

PENSION

Amortization of pension net loss, transition liability, and prior service cost, net of income taxes of $29, $60, $87 and $178, respectively (B) (C)	100			109		300			329
Amortization of pension net loss, transition liability, and prior service cost, net of income taxes of $48, $29, $144 and $87, respectively (B) (C)											165		100			493		300

TOTAL OTHER COMPREHENSIVE (LOSS) INCOME	(352		)	163		(1,861		)	635
TOTAL OTHER COMPREHENSIVE INCOME (LOSS)											482		(352		)	3,407		(1,861		)

TOTAL COMPREHENSIVE INCOME	$	5,687		$	2,075	$	14,598		$	7,906	$	6,792	$	5,687		$	22,047	$	14,598

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

(A) Gross amounts are included in net gains on sales or calls of securities on the Consolidated Statements of Income in total other income.

(B) Gross amounts are included in the computation of net periodic benefit cost and are included in salaries and employee benefits on the Consolidated Statements of Income in total other expenses.

ACNB CORPORATION

CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY (UNAUDITED)

Nine Months Ended September 30, ~~2018~~2019 and ~~2017~~2018

Dollars in thousands

Common
Stock

Treasury
Stock

Additional
Paid-in
Capital

Retained
Earnings

Accumulated
Other
Comprehensive
Loss

Total
Stockholders’
Equity

BALANCE — JANUARY 1, 2017

$
15,317

$
(728
)
$
10,941

$
100,555

$
(6,024
)
$
120,061

Net income

—

—

—

7,271

—

7,271

Other comprehensive income, net of taxes

—

—

—

—

635

635

Common stock shares issued (949,314 shares)

2,373

—

26,505

—

—

28,878

Restricted stock grants (6,193 shares)

15

—

105

—

—

120

Restricted stock compensation expense

—

—

120

—

—

120

Cash dividends declared

—

—

—

(3,829
)
—

(3,829
)

BALANCE — SEPTEMBER 30, 2017

$
17,705

$
(728
)
$
37,671

$
103,997

$
(5,389
)
$
153,256

BALANCE — JANUARY 1, 2018

$
17,716

$
(728
)
$
37,777

$
106,293

$
(7,092
)
$
153,966

Net income

—

—

—

16,459

—

16,459

Other comprehensive loss, net of taxes

—

—

—

—

(1,861
)
(1,861
)

Reclassification of certain income tax effects from AOCI (1)

—

—

—

82

(82
)
—

Common stock shares issued (11,822 shares)

29

—

362

—

—

391

Restricted stock grants (6,744 shares)

17

—

(4
)
—

—

13

Restricted stock compensation expense

—

—

186

—

—

186

Cash dividends declared

—

—

—

(4,642
)
—

(4,642
)

BALANCE — SEPTEMBER 30, 2018

$
17,762

$
(728
)
$
38,321

$
118,192

$
(9,035
)
$
164,512

Dollars in thousands	Common Stock		Treasury Stock			Additional Paid-in Capital		Retained Earnings			Accumulated Other Comprehensive Loss			Total Stockholders’ Equity
BALANCE — JANUARY 1, 2019	$	17,772	$	(728	)	$	38,448	$	121,862		$	(9,217	)	$	168,137
Net income	—		—			—		5,864			—			5,864
Other comprehensive income, net of taxes	—		—			—		—			1,274			1,274
Common stock shares issued (3,662 shares)	9		—			4		—			—			13
Restricted stock compensation expense	—		—			126		—			—			126
Cash dividends declared	—		—			—		(1,621		)	—			(1,621		)
BALANCE — MARCH 31, 2019	17,781		(728		)	38,578		126,105			(7,943		)	173,793
Net income	—		—			—		6,466			—			6,466
Other comprehensive income, net of taxes	—		—			—		—			1,651			1,651
Common stock shares issued (4,162 shares)	11		—			138		—			—			149
Restricted stock grants (16,015 shares)	39		—			352		—			—			391
Restricted stock compensation expense	—		—			196		—			—			196
Cash dividends declared	—		—			—		(1,762		)	—			(1,762		)
BALANCE — JUNE 30, 2019	17,831		(728		)	39,264		130,809			(6,292		)	180,884
Net income	—		—			—		6,310			—			6,310
Other comprehensive income, net of taxes	—		—			—		—			482			482
Common stock shares issued (4,680 shares)	12		—			154		—			—			166
Cash dividends declared	—		—			—		(1,768		)	—			(1,768		)
BALANCE — SEPTEMBER 30, 2019	$	17,843	$	(728	)	$	39,418	$	135,351		$	(5,810	)	$	186,074

Dollars in thousands	Common Stock		Treasury Stock			Additional Paid-in Capital			Retained Earnings			Accumulated Other Comprehensive Loss			Total Stockholders’ Equity
BALANCE — JANUARY 1, 2018	$	17,716	$	(728	)	$	37,777		$	106,293		$	(7,092	)	$	153,966
Net income	—		—			—			4,913			—			4,913
Other comprehensive loss, net of taxes	—		—			—			—			(1,189		)	(1,189		)
Common stock shares issued (4,138 shares)	10		—			111			—			—			121
Restricted stock grants (6,744 shares)	17		—			(4		)	—			—			13
Restricted stock compensation expense	—		—			186			—			—			186
Cash dividends declared	—		—			—			(1,405		)	—			(1,405		)
BALANCE — MARCH 31, 2018	17,743		(728		)	38,070			109,801			(8,281		)	156,605
Net income	—		—			—			5,507			—			5,507
Other comprehensive loss, net of taxes	—		—			—			—			(320		)	(320		)
Reclassification of certain income tax effects from AOCI (1)	—		—			—			82			(82		)	—
Common stock shares issued (4,228 shares)	10		—			123			—			—			133
Cash dividends declared	—		—			—			(1,618		)	—			(1,618		)
BALANCE — JUNE 30, 2018	17,753		(728		)	38,193			113,772			(8,683		)	160,307
Net income	—		—			—			6,039			—			6,039
Other comprehensive loss, net of taxes	—		—			—			—			(352		)	(352		)
Common stock shares issued (3,456 shares)	9		—			128			—			—			137
Cash dividends declared	—		—			—			(1,619		)	—			(1,619		)
BALANCE — SEPTEMBER 30, 2018	$	17,762	$	(728	)	$	38,321		$	118,192		$	(9,035	)	$	164,512

(1) In January 2018, the Corporation adopted ASU 2018-02, as a result, the Corporation made a policy election to release income tax effects, as a result of the Tax Act, from AOCI to retained earnings.

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

ACNB CORPORATION

CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)

	Nine Months Ended September 30,						Nine Months Ended September 30,
Dollars in thousands	2018			2017			2019			2018
CASH FLOWS FROM OPERATING ACTIVITIES
Net income	$	16,459		$	7,271		$	18,640		$	16,459
Adjustments to reconcile net income to net cash provided by operating activities:
Gain on sales of loans originated for sale	(404		)	(398		)	(417		)	(404		)
Loss (gain) on sales of foreclosed assets held for resale, including writedowns	1			(36		)
(Gain) loss on sales of foreclosed assets held for resale, including writedowns							(87		)	1
Earnings on investment in bank-owned life insurance	(807		)	(807		)	(869		)	(807		)
Gain on sales or calls of securities	(44		)	—			—			(44		)
Loss on equity securities	50			—
(Gain) loss on equity securities							(193		)	50
Restricted stock compensation expense	186			120			322			186
Depreciation and amortization	2,122			1,622			2,037			2,122
Provision for loan losses	770			—			425			770
Net amortization of investment securities premiums	357			396			251			357
Increase in accrued interest receivable	(1,067		)	(637		)
Decrease (increase) in accrued interest receivable							33			(1,067		)
Increase in accrued interest payable	243			235			1,084			243
Mortgage loans originated for sale	(25,244		)	(21,344		)	(14,929		)	(25,244		)
Proceeds from sales of loans originated for sale	26,272			21,639			12,744			26,272
Decrease in other assets	724			4,394			1,730			724
Decrease (increase) in deferred tax expense	398			(3,343		)
(Increase) decrease in deferred tax expense							(2,172		)	398
Increase in other liabilities	1,471			843			1,148			1,471
Net Cash Provided by Operating Activities	21,487			9,955			19,747			21,487
CASH FLOWS FROM INVESTING ACTIVITIES
Proceeds from maturities of investment securities held to maturity	11,307			8,148			4,823			11,307
Proceeds from maturities of investment securities available for sale	12,471			18,486			12,644			12,471
Proceeds from sales of investment securities available for sale	6,477			—			—			6,477
Purchase of investment securities available for sale	(27,746		)	(12,144		)	(32,079		)	(27,746		)
Redemption (purchase) of restricted investment in bank stocks	244			(136		)
Net increase in loans	(29,843		)	(63,636		)
Purchase of equity securities							(500		)	—
Redemption of restricted investment in bank stocks							431			244
Net decrease (increase) in loans							13,667			(29,843		)
Purchase of bank-owned life insurance	(500		)	—			(1,500		)	(500		)
Bank acquisition, net of cash acquired	—			6,444
Insurance book- acquisition	(600		)	—			(640		)	(600		)
Capital expenditures	(904		)	(1,087		)	(605		)	(904		)
Proceeds from sales of premises and equipment	—			6			33			—
Proceeds from sales of foreclosed real estate	607			228			290			607
Net Cash Used in Investing Activities	(28,487		)	(43,691		)	(3,436		)	(28,487		)
CASH FLOWS FROM FINANCING ACTIVITIES
Net increase in demand deposits	12,976			13,254			20,200			12,976
Net increase in time certificates of deposits and interest bearing deposits	35,775			37,677			49,318			35,775
Net increase (decrease) in short-term borrowings	1,617			(784		)
Net increase in short-term borrowings							6,861			1,617
Proceeds from long-term borrowings	9,716			24,600			7,000			9,716
Repayments on long-term borrowings	(19,591		)	(7,000		)	(18,448		)	(19,591		)
Dividends paid	(4,642		)	(3,829		)	(5,151		)	(4,642		)
Common stock issued	404			378			719			404
Net Cash Provided by Financing Activities	36,255			64,296			60,499			36,255

Net Increase in Cash and Cash Equivalents	29,255			30,560			76,810			29,255

CASH AND CASH EQUIVALENTS — BEGINNING	34,441			18,931			40,905			34,441

CASH AND CASH EQUIVALENTS — ENDING	$	63,696		$	49,491		$	117,715		$	63,696
Supplemental disclosures of cash flow information
Interest paid	$	5,092		$	3,510		$	6,273		$	5,092
Income taxes paid	$	3,150		$	2,850		$	3,400		$	3,150
Loans transferred to foreclosed assets held for resale and other foreclosed transactions	$	235		$	—		$	48		$	235

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

ACNB CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

1. Basis of Presentation and Nature of Operations

ACNB Corporation (the Corporation or ACNB), headquartered in Gettysburg, Pennsylvania, provides banking, insurance, and financial services to businesses and consumers through its wholly-owned subsidiaries, ACNB Bank (Bank) and Russell Insurance Group, Inc. (RIG). The Bank engages in full-service commercial and consumer banking and wealth management services, including trust and retail brokerage, through its twenty-two community banking office locations in Adams, Cumberland, Franklin and York Counties, Pennsylvania. There isare also a loan production ~~office~~offices situated in Lancaster and York, ~~County,~~ Pennsylvania, ~~as well as another loan production office in~~and Hunt Valley, Maryland.

RIG is a full-service insurance agency based in Westminster, Maryland, ~~effective July 25, 2018.~~with additional locations in Germantown and Jarrettsville, Maryland. The agency offers a broad range of property and casualty and group life and health insurance to both individual and commercial clients.

On July 1, 2017, ACNB completed its acquisition of New Windsor Bancorp, Inc. (New Windsor) of Taneytown, Maryland. At the effective time of the acquisition, New Windsor merged with and into a wholly-owned subsidiary of ACNB, immediately followed by the merger of New Windsor State Bank (NWSB) with and into ACNB Bank. ACNB Bank now operates in the Maryland market as “NWSB Bank, A Division of ACNB Bank” and serves ~~this~~its marketplace with banking and wealth management services via a network of seven community banking offices located in Carroll County, Maryland.

~~RIG~~On July 2 and 3, 2019, the Corporation filed Forms 8-K with the Securities and Exchange Commission announcing the execution of a definitive agreement whereby Frederick County Bancorp, Inc. (FCBI), headquartered in Frederick, Maryland, will be merged with and into an ACNB acquisition subsidiary and, as soon as possible thereafter, Frederick County Bank, FCBI’s wholly-owned subsidiary, will merge with and into ACNB Bank. With the consummation of the acquisition, ACNB Bank will operate former Frederick County Bank locations in the Frederick County market as “FCB Bank, A Division of ACNB Bank”. One director from FCBI will join the boards of directors of ACNB and ACNB Bank, respectively. Based on the financial results as of March 31, 2019, the combined company would have pro forma total assets of $2.2 billion, total deposits of $1.8 billion, and total loans of $1.7 billion. The transaction has been unanimously approved by the boards of directors of both companies. It is ~~a full-service insurance agency based~~subject to FCBI stockholder approval of the transaction, ACNB shareholder approval of the issuance of ACNB common stock for the transaction, regulatory approvals, and other customary closing conditions. Currently, the transaction is expected to close in ~~Westminster, Maryland,~~the first quarter of 2020, after all such conditions are met. Approximately 1,600,596 shares of ACNB common stock are currently expected to be issued in connection with ~~a second location~~the FCBI acquisition at closing. Further discussion of the risk factors involved with the merger of FCBI into the Corporation can be found in ~~Germantown, Maryland. The agency offers a broad range of property and casualty, life, and health insurance to both commercial and individual clients.~~Part II, Item 1A - Risk Factors.

The Corporation’s primary ~~source~~sources of revenue isare interest income on loans and investment securities and fee income on its products and services. Expenses consist of interest expense on deposits and borrowed funds, provisions for loan losses, and other operating expenses.

The accompanying unaudited consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (US GAAP) for interim financial information and with the instructions to Form 10-Q and Article 10 of Regulation S-X. In the opinion of management, the accompanying unaudited consolidated financial statements contain all adjustments necessary to present fairly ACNB Corporation’s financial position and the results of operations, comprehensive income, changes in stockholders’ equity, and cash flows. All such adjustments are of a normal recurring nature.

The accounting policies followed by the Corporation are set forth in Note A to the Corporation’s consolidated financial statements in the ~~2017~~2018 ACNB Corporation Annual Report on Form 10-K, filed with the SEC on March ~~9, 2018.~~8, 2019. It is suggested that the consolidated financial statements contained herein be read in conjunction with the consolidated financial statements and notes included in the Corporation’s Annual Report on Form 10-K. The results of operations for the three and nine month periods ended September 30, ~~2018,~~2019, are not necessarily indicative of the results to be expected for the full year.

The Corporation early adopted ASU 2017-04, Simplifying the Test for Goodwill Impairment. The ASU eliminates Step 2 of the goodwill impairment test. As such, an entity will perform its annual, or interim, goodwill impairment test by comparing the fair value of a reporting unit with its carrying amount. An entity should recognize a goodwill

impairment charge for the amount by which the reporting unit’s carrying amount exceeds its fair value. If fair value exceeds the carrying amount, no impairment should be recorded. Any loss recognized should not exceed the total amount of goodwill allocated to that reporting unit. Impairment losses on goodwill cannot be reversed once recognized. An entity may still perform the optional qualitative assessment for a reporting unit to determine if it is more likely than not that goodwill is impaired. However, the ASU eliminates the requirement to perform a qualitative assessment for any reporting unit with a zero or negative carrying amount. Therefore, the same one-step impairment assessment will apply to all reporting units. However, for a reporting unit with a zero or negative carrying amount, the ASU adds a requirement to disclose the amount of goodwill allocated to it and the reportable segment in which it is included. The amendments in this ASU were early adopted in the 2018 fiscal year and did not have a material effect on the Corporation’s consolidated financial condition or results of operations.

On January 1, ~~2018,~~2019, the Corporation adopted ASU ~~2014-09,~~2016-02, ~~Revenue from Contracts with Customers,~~Leases, and all subsequent amendments to the ASU (collectively ~~“ASC 606”~~“Topic 842”),. From the lessee’s perspective, the new standard establishes a right-of-use (ROU) model that requires a lessee to record a ROU asset and a lease liability on the balance sheet for all leases with terms longer than 12 months. Leases are classified as either finance or operating, with classification affecting the pattern of expense recognition in the income statement for a lessee. Under the optional transition method, only the most recent period presented reflects the adoption of Topic 842 and the comparative prior periods are reported under the previous guidance in Topic 840. The Corporation recorded a $4 million right-of-use asset and lease liability, which ~~(i) creates~~represents all of its operating lease commitments, based on the present value of committed lease payments. The ASU offers lessors a ~~single framework for recognizing revenue from contracts with customers~~practical expedient that ~~fall within its scope and (ii) revises when it is appropriate~~mirrors the practical expedient already provided to ~~recognize a gain (loss)~~lessees in ASU 2016-02, Leases (Topic 842). The Corporation adopted the new practical expedient which will allow the Corporation to elect, by class of underlying asset, to not separate nonlease components from the ~~transfer~~associated lease component when specified conditions are met. Examples of ~~nonfinancial assets, such as OREO. The majority of the Corporation’s revenue comes from interest income, including loans and securities, that are outside the scope of ASC 606. The Corporation’s~~nonlease components include equipment maintenance services, ~~that fall within the scope of ASC 606 are presented within~~common area maintenance services in real estate, or other ~~income on the consolidated statement of income and are recognized as revenue as the Corporation satisfies its obligation~~goods or services provided to the ~~customer. Services within~~lessee apart from the ~~scope of ASC 606 include service charges~~right to use the underlying asset. The practical expedient must be applied consistently for all lease contracts. The effect on ~~deposit accounts, service charges on ATM~~operations and ~~debit card transactions, income from fiduciary, investment management and brokerage activities and commissions from insurance sales. ASC 606 did~~capital adequacy was not ~~result in a change to the accounting for any in-scope revenue streams; as such, no cumulative effect adjustment was recorded.~~material.

On January 1, ~~2018,~~2019, the Corporation adopted ASU ~~2016-01,~~2017-08, ~~Financial Instruments—Overall (Topic 825-10): Recognition~~Premium Amortization on Purchased Callable Debt Securities. The ASU shortens the amortization period for premiums on purchased callable debt securities to the earliest call date (i.e., yield-to-earliest call amortization), rather than amortizing over the full contractual term. The ASU does not change the accounting for securities held at a discount. The amendments apply to callable debt securities with explicit, noncontingent call features that are callable at fixed prices and ~~Measurement~~on preset dates. If a security may be prepaid based upon prepayments of ~~Financial Assets~~the underlying loans, not because the issuer exercised a date specific call option, it is excluded from the scope of the new standard. However, for instruments with contingent call features, once the contingency is resolved and ~~Financial Liabilities,~~ ~~which amended~~ the ~~guidance~~security is callable at a fixed price and preset date, the security is within the scope of the amendments. Further, the amendments apply to all premiums on callable debt securities, regardless of how they were generated. The amendments require companies to reset the effective yield using the payment terms of the debt security if the call option is not exercised on the ~~classification and measurement~~earliest call date. If the security has additional future call dates, any excess of ~~financial instruments. Upon adoption of ASU 2016-01,~~ the ~~Corporation recognized~~amortized cost basis over the ~~equity securities fair value change in net income. Previously,~~amount repayable by the ~~fair value changes were recognized, net of tax, in other comprehensive income (loss).~~issuer at the next call date should be amortized to the next call date. The adoption of this ASU did not have a material effect on the Corporation’s consolidated financial condition or results of operations.

7The Corporation adopted ASU 2018-09, Codification Improvements. The ASU contains various improvements to various topics in the codification, including clarification that an entity must disclose the required and actual amounts of regulatory capital for each measure of regulatory capital for which the entity must comply. The adoption of this ASU did not impact the Corporation’s consolidated financial condition or results of operations since the Corporation already discloses capital requirements within the Management’s Discussion and Analysis section of this Form 10-Q.

The Corporation early adopted ASU ~~2018-02,~~2018-13, ~~Income Statement—Reporting Comprehensive Income~~Fair Value Measurement (Topic ~~220)~~820): ~~Reclassification of Certain Tax Effects from Accumulated Other Comprehensive Income.~~Disclosure Framework—Changes to the Disclosure Requirements for Fair Value Measurement. ~~The amendments in this~~This ASU ~~required a reclassification from accumulated other comprehensive income~~removes, modifies and adds to ~~retained earnings for tax effects resulting from the newly enacted federal corporate income tax rate.~~existing fair value measurement disclosure requirements. The ~~amount of the reclassification would be the difference between the historical corporate income tax rate and the newly enacted 21% corporate income tax rate. The amendments in this~~ ASU would be effective for ~~the Corporation for~~all entities in fiscal years beginning after December 15, ~~2018, and~~2019, including interim periods, ~~within those fiscal years.~~which is first effective for calendar year entities in the March 31, 2020, interim financial statements. In addition, an entity may early adopt any of the removed or modified disclosures immediately and delay adoption of the new disclosures until the effective date. The adoption of this ASU did not have a material effect on the Corporation’s consolidated financial condition or results of operations.

The Corporation has evaluated events and transactions occurring subsequent to the balance sheet date of September 30, ~~2018,~~2019, for items that should potentially be recognized or disclosed in the consolidated financial statements. The evaluation was conducted through the date these consolidated financial statements were issued.

2.~~Acquisition of New Windsor Bancorp, Inc.~~

On July 1, 2017, ACNB completed its acquisition of New Windsor Bancorp Inc. (New Windsor) of Taneytown, Maryland. New Windsor was a locally owned and managed institution with seven locations in north central Maryland that complemented, enhanced and expanded ACNB’s physical presence in north central Maryland. ACNB transacted the acquisition to enhance its competitive strategic position, potential prospective business opportunities, operations, management, prospective financial condition, future earnings and business prospects. Specifically, ACNB believes that the acquisition will enhance its business opportunities in Northern Maryland due to the combined company having a greater market share, market presence and the ability to offer more diverse (i.e. Trust Services) and more profitable products, as well as a broader based and geographically diversified branch system to enhance deposit collection and potentially improve funding costs. The fair value of total assets acquired as a result of the acquisition totaled $319.8 million, loans totaled $263.5 million and deposits totaled $293.3 million. Goodwill recorded in the acquisition was $13.3 million. In accordance with the terms of the Reorganization Agreement, dated November 21, 2016, as amended, New Windsor shareholders received, in aggregate, $4.5 million in cash and 938,360 shares or approximately 13% of the post transaction outstanding shares of the Corporation’s common stock. The transaction was valued at $33.3 million based on the Corporation’s June 30, 2017 closing price of $30.50 as quoted on NASDAQ. The results of the combined entity’s operations are included in the Corporation’s Consolidated Financial Statements from the date of acquisition.

The acquisition of New Windsor is being accounted for as a business combination using the acquisition method of accounting and, accordingly, assets acquired, liabilities assumed, and consideration paid were recorded at estimated fair values on the acquisition date.

~~The following table summarizes the consideration paid for New Windsor and the fair value of assets acquired and liabilities assumed as of the acquisition date:~~

~~Purchase Price Consideration in Common Stock~~

New Windsor shares outstanding

1,003,703

Shares paid cash consideration

150,555

Cash consideration (per New Windsor share)

$
30.00

Cash portion of purchase price

$
4,519,995

New Windsor shares outstanding

1,003,703

Shares paid stock consideration

853,148

Exchange ratio

1.10

Total ACNB shares issued

938,360

ACNB’s share price for purposes of calculation

$
30.50

Equity portion of purchase price

$
28,619,980

Cost of shares owned by buyer

$
150,000

Total consideration paid

$
33,289,975

In thousands

Allocation of Purchase Price

Total Purchase Price

$
33,290

Fair Value of Assets Acquired

Cash and cash equivalents

10,964

Investment securities

21,624

Loans held for sale

1,463

Loans

263,450

Restricted stock

486

Premises and equipment

8,624

Core deposit intangible asset

2,418

Other assets

10,792

Total assets

319,821

Fair Value of Liabilities Assumed

Non-interest bearing deposits

80,006

Interest bearing deposits

213,327

Subordinated debt

4,688

Other liabilities

1,782

Total liabilities

299,803

Net Assets Acquired

20,018

Goodwill Recorded in Acquisition

$
13,272

~~Pursuant~~On October 16, 2019, the FASB decided to move forward with finalizing its proposal to defer the effective date for ASU 2016-13 for smaller reporting companies to fiscal years beginning after December 31, 2022, including interim periods within those fiscal periods. Since the Corporation currently meets the SEC definition of a smaller reporting company, the delay will be applicable to the accounting requirements, the Corporation assigned a fair value to the assets acquired and liabilities assumed of New Windsor. ASC 820 defines fair value as “the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date.”

~~Goodwill and core deposit intangibles are allocated to the banking business segment.~~

~~Fair values of the major categories of assets acquired and liabilities assumed were determined as follows:~~

~~Investment securities available-for-sale~~

The estimated fair values of the investment securities available for sale, primarily comprised of U.S. Government agency mortgage-backed securities, U.S. government agencies and municipal bonds, were determined using Level 2 inputs in the fair value hierarchy. The fair values were determined using independent pricing services. The Corporation’s independent pricing service utilized matrix pricing, which is a mathematical technique used widely in the industry to value debt securities without relying exclusively on quoted market prices for the specific security but rather relying on the security’s relationship to other benchmark quoted prices. Management reviewed the data and assumptions used in pricing the securities.

~~Loans~~

Acquired loans (impaired and non-impaired) are initially recorded at their acquisition-date fair values using Level 3 inputs. Fair values are based on a discounted cash flow methodology that involves assumptions and judgments as to credit risk, expected life time losses, environmental factors, collateral values, discount rates, expected payments and expected prepayments. Specifically, the Corporation has prepared three separate loan fair value adjustments that it believed a market participant might employ in estimating the entire fair value adjustment necessary under ASC 820-10 for the acquired loan portfolio. The three-separate fair valuation methodology employed are: 1) an interest rate loan fair value adjustment, 2) a general credit fair value adjustment, and 3) a specific credit fair value adjustment for purchased credit impaired loans subject to ASC 310-30 procedures. The acquired loans were recorded at fair value at the acquisition date without carryover of New Windsor’s previously established allowance for loan losses. The fair value of the financial assets acquired included loans receivable with a gross amortized cost basis of $272,646,000. The table below illustrates the fair value adjustments made to the amortized cost basis in order to present a fair value of the loans acquired.

The credit adjustment on purchased credit impaired loans is derived in accordance with ASC 310-30 and represents the portion of the loan balances that has been deemed uncollectible based on the Corporation’s expectations of future cash flows for each respective loan.

In thousands

Gross amortized cost basis at July 1, 2017

$
272,646

Interest rate fair value adjustment on pools of homogeneous loans

(731
)
Credit fair value adjustment on pools of homogeneous loans

(4,501
)
Credit fair value adjustment on purchased credit impaired loans

(3,964
)
Fair value of acquired loans at July 1, 2017

$
263,450

For loans acquired without evidence of credit quality deterioration, ACNB prepared the interest rate loan fair value and credit fair value adjustments. Loans were grouped into homogeneous pools by characteristics such as loan type, term, collateral and rate. Market rates for similar loans were obtained from various internal and external data sources and reviewed by management for reasonableness. The average of these rates was used as the fair value interest rate a market participant would utilize. A present value approach was utilized to calculate the interest rate fair value discount of $731,000.

Additionally for loans acquired without credit deterioration, a credit fair value adjustment was calculated using a two-part credit fair value analysis: 1) expected lifetime credit migration losses; and 2) estimated fair value adjustment for certain qualitative factors. The expected lifetime losses were calculated using historical losses observed at the Bank, NWSB and peer banks. ACNB also estimated an environmental factor to apply to each loan type. The environmental factor represents a potential discount which may arise due to general credit and economic factors. A credit fair value discount of $4.5 million was determined. Both the interest rate and credit fair value adjustments relate to loans acquired without evidence of credit quality deterioration will be substantially recognized as interest income on a level yield amortization method over the expected life of the loans.

~~The following table presents the acquired purchased credit impaired loans receivable at the Acquisition Date:~~

In thousands

Contractual principal and interest at acquisition

$
13,439

Nonaccretable difference

(5,651
)
Expected cash flows at acquisition

7,788

Accretable yield

(1,458
)
Fair value of purchased impaired loans

$
6,330

~~Premises and Equipment~~

The Corporation acquired seven branches from New Windsor. The fair value of New Windsor’s premises, including land, buildings, and improvements, was determined based upon independent third-party appraisals and other data in the market in which the premises are located. The Corporation prepared an internal analysis to compare the lease contract obligations to comparable market rental rates. The Corporation believed that the leased contract rates were in a reasonable range of market rental rates and concluded that no fair market value adjustment related to leasehold interest was necessary.

~~Core Deposit Intangible~~

The fair value of the core deposit intangible was determined based on a discounted cash flow analysis using a discount rate commensurate with market participants. To calculate cash flows, deposit account servicing costs (net of deposit fee income) and interest expense on deposits were compared to the cost of alternative funding sources available through national brokered CD offering rates. The projected cash flows were developed using projected deposit attrition rates. The core deposit intangible will be amortized over ten years using the sum-of-years digits method.

~~Time Deposits~~

The fair value adjustment for time deposits represents a discount from the value of the contractual repayments of fixed-maturity deposits using prevailing market interest rates for similar-term time deposits. The time deposit discount of approximately $847,500 is being amortized into income on a level yield amortization method over the contractual life of the deposits.

~~Long-term Borrowings~~

The Corporation assumed a trust preferred subordinated debt in connection with the acquisition. The fair value of the trust preferred subordinated debt was determined based upon an estimated fair value from an independent brokerage firm. The trust preferred capital note was valued at a discount of $312,500, which is being amortized into income on a level yield amortization method based upon the assumed market rate, and the term of the trust preferred subordinated debt instrument.Corporation.

3.2. Earnings Per Share and Restricted Stock ~~Plan~~

The Corporation has a simple capital structure. Basic earnings per share of common stock is computed based on ~~7,033,437~~7,056,854 and ~~6,383,149~~7,033,437 weighted average shares of common stock outstanding for the nine months ended September 30, ~~2018~~2019 and ~~2017,~~2018, respectively, and ~~7,038,768~~7,069,096 and ~~7,004,346~~7,038,768 for the three months ended September 30, ~~2018~~2019 and ~~2017,~~2018, respectively. All outstanding unvested restricted stock awards that contain rights to nonforfeitable dividends are considered participating securities for this calculation. The Corporation has no instruments that would create dilutive earnings per share.

The ACNB Corporation ~~has a restricted stock~~2009 Restricted Stock Plan expired by its own terms after 10 years on February 24, 2019. The purpose of this plan ~~available~~was to ~~selected~~provide employees and directors of the ~~Corporation and the~~ Bank ~~to advance the best interests of the Corporation and its stockholders. The plan provides those persons~~ who have responsibility for its growth with additional incentives by allowing them to acquire ownership in the Corporation and, thereby, encouraging them to contribute to the ~~success~~organization’s success. As of September 30, 2019, 25,945 shares were issued under this plan, of which 23,725 were fully vested, no shares vested during the quarter, and the remaining 2,220 will vest over the next year. No further shares may be issued under this restricted stock plan. The Corporation’s Registration Statement under the Securities Act of 1933 on Form S-8 for the ACNB Corporation 2009 Restricted Stock Plan was filed with the Securities and Exchange Commission on January 4, 2013. Post-Effective Amendment No. 1 to this Form S-8 was filed with the Commission on March 8, 2019, effectively transferring the 174,055 authorized, but not issued, shares under the ACNB Corporation 2009 Restricted Stock Plan to the ACNB Corporation 2018 Omnibus Stock Incentive Plan.

On May 1, 2018, stockholders approved and ratified the ACNB Corporation 2018 Omnibus Stock Incentive Plan, effective as of March 20, 2018, in which awards shall not exceed, in the aggregate, 400,000 shares of common stock, plus any shares that are authorized, but not issued, under the ACNB Corporation 2009 Restricted Stock Plan. As of September 30, 2019, 16,115 shares were issued under this plan, of which 5,372 vested during the quarter, and the remaining 10,743 will vest over the next two years. The Corporation’s Registration Statement under the Securities Act of 1933 on Form S-8 for the ACNB Corporation 2018 Omnibus Stock Incentive Plan was filed with the Securities and Exchange Commission on March 8, 2019. In addition, on March 8, 2019, the Corporation ~~and~~filed Post-Effective Amendment No. 1 to the ~~Bank.~~ Registration Statement on Form S-8 for the ACNB Corporation 2009 Restricted Stock Plan to add the ACNB Corporation 2018 Omnibus Stock Incentive Plan to the registration statement.

Plan expense is recognized over the vesting period of the stock issued under ~~the plan. As of September 30, 2018, 26,045 shares were issued to employees under this plan, of which 19,485 were fully vested, no shares vested during the quarter,~~both plans. $33,000 and ~~the remaining 6,560 will vest over the next two years.~~ $42,000 ~~and $0~~ of compensation expenses related to the grants were recognized during the three months ended September 30, 2019 and 2018, respectively. $355,000 and ~~2017, respectively.~~ $159,000 ~~and $120,000~~ of compensation expenses related to the grants were recognized during the nine months ended September 30, ~~2018~~2019 and ~~2017,~~2018, respectively.

4.3. Retirement Benefits

The components of net periodic benefit expense related to the non-contributory, defined benefit pension plan for the three and nine month periods ended September 30 were as follows:

	Three Months Ended September 30,						Nine Months Ended September 30						Three Months Ended September 30,						Nine Months Ended September 30
In thousands	2018			2017			2018			2017			2019			2018			2019			2018
Service cost	$	215		$	210		$	645		$	630		$	174		$	215		$	522		$	645
Interest cost	274			284			822			852			303			274			909			822
Expected return on plan assets	(693		)	(630		)	(2,077		)	(1,890		)	(637		)	(693		)	(1,911		)	(2,077		)
Amortization of net loss	129			169			386			507			212			129			637			386

Net Periodic Benefit Expense	$	(75	)	$	33		$	(224	)	$	99		$	52		$	(75	)	$	157		$	(224	)

The Corporation previously disclosed in its consolidated financial statements for the year ended December 31, ~~2017,~~2018, that it had not yet determined the amount the Bank planned on contributing to the defined benefit plan in ~~2018.~~2019. As of September 30, ~~2018,~~2019, this contribution amount had still not been determined. Effective April 1, 2012, no inactive or former participant in the plan is eligible to again participate in the plan, and no employee hired after March 31, 2012, is eligible to participate in the plan. As of the last annual census, ACNB Bank had a combined 353 active, vested, terminated and retired persons in the plan.

5.4. Guarantees

The Corporation does not issue any guarantees that would require liability recognition or disclosure, other than its standby letters of credit. Standby letters of credit are written conditional commitments issued by the Corporation to guarantee the performance of a customer to a third party. Generally, all letters of credit, when issued, have expiration dates within one year. The credit risk involved in issuing letters of credit is essentially the same as those that are involved in extending loan facilities to customers.

The Corporation generally holds collateral and/or personal guarantees supporting these commitments. The Corporation had ~~$4,479,000~~$6,905,000 in standby letters of credit as of September 30, ~~2018.~~2019. Management believes that the proceeds obtained through a liquidation of collateral and the enforcement of guarantees would be sufficient to cover the potential amount of future payments required under the corresponding guarantees. The current amount of the liability, as of September 30, ~~2018,~~2019, for guarantees under standby letters of credit issued is not material.

6.5. Accumulated Other Comprehensive Loss

The components of accumulated other comprehensive loss, net of taxes, are as follows:

In thousands	Unrealized (Losses) Gains on Securities			Pension Liability			Accumulated Other Comprehensive Loss			Unrealized Gains (Losses) on Securities			Pension Liability			Accumulated Other Comprehensive Loss
BALANCE — SEPTEMBER 30, 2019										$	1,263		$	(7,073	)	$	(5,810	)
BALANCE — DECEMBER 31, 2018										$	(1,651	)	$	(7,566	)	$	(9,217	)
BALANCE — SEPTEMBER 30, 2018	$	(3,199	)	$	(5,836	)	$	(9,035	)	$	(3,199	)	$	(5,836	)	$	(9,035	)
BALANCE — DECEMBER 31, 2017	$	(957	)	$	(6,135	)	$	(7,092	)
BALANCE — SEPTEMBER 30, 2017	$	40		$	(5,429	)	$	(5,389	)

7.6. Segment Reporting

The Corporation has two reporting segments, the Bank and RIG. RIG is managed separately from the banking segment, which includes the Bank and related financial services that the Corporation offers through its banking subsidiary. RIG offers a broad range of property and casualty, life, and health insurance to both commercial and individual clients.

Segment information for the nine month periods ended September 30, ~~2018~~2019 and ~~2017,~~2018, is as follows:

In thousands	Banking		Insurance		Total		Banking		Insurance		Total
2019
Net interest income and other income from external customers							$	53,849	$	4,532	$	58,381
Income before income taxes							21,705		1,331		23,036
Total assets							1,723,292		12,557		1,735,849
Capital expenditures							598		7		605

2018
Net interest income and other income from external customers	$	50,015	$	4,205	$	54,220	$	50,015	$	4,205	$	54,220
Income before income taxes	19,146		1,211		20,357		19,146		1,211		20,357
Total assets	1,635,033		12,766		1,647,799		1,635,033		12,766		1,647,799
Capital expenditures	847		57		904		847		57		904

2017
Net interest income and other income from external customers	$	39,536	$	3,863	$	43,399
Income before income taxes	9,099		799		9,898
Total assets	1,598,331		9,304		1,607,635
Capital expenditures	1,087		—		1,087

1210

Segment information for the three month periods ended September 30, ~~2018~~2019 and ~~2017,~~2018, is as follows:

In thousands	Banking		Insurance		Total		Banking		Insurance		Total
2019
Net interest income and other income from external customers							$	18,687	$	1,299	$	19,986
Income before income taxes							7,390		472		7,862
Total assets							1,723,292		12,557		1,735,849
Capital expenditures							323		7		330

2018
Net interest income and other income from external customers	$	17,235	$	1,303	$	18,538	$	17,235	$	1,303	$	18,538
Income before income taxes	7,115		367		7,482		7,115		367		7,482
Total assets	1,635,033		12,766		1,647,799		1,635,033		12,766		1,647,799
Capital expenditures	233		16		249		233		16		249

2017
Net interest income and other income from external customers	$	16,321	$	1,171	$	17,492
Income before income taxes	2,424		201		2,625
Total assets	1,598,331		9,304		1,607,635
Capital expenditures	284		—		284

Customer renewal lists are amortized over their estimated useful lives which range from eight to ~~thirteen~~fifteen years. Core deposit intangible assets are primarily amortized over 10 years using accelerated methods. Goodwill is not amortized, but rather is analyzed annually for impairment. If certain events occur which might indicate goodwill has been impaired, the goodwill is tested for impairment when such events occur. Tax amortization of goodwill and the intangible assets is deductible for tax purposes. Tax amortization of the goodwill associated with the New Windsor acquisition is not deductible for federal income tax purposes.

8.7. Securities

Debt securities that management has the positive intent and ability to hold to maturity are classified as “held to maturity” and recorded at amortized cost. Debt securities not classified as held to maturity or trading are classified as “available for sale” and recorded at fair value, with unrealized gains and losses excluded from earnings and reported, net of tax, in other comprehensive income (loss). As of January 1, 2018, equity securities with readily ~~determined~~determinable fair values are recorded at fair value with changes in fair value recognized in net income. Prior to 2018, fair value changes were reported, net of tax, in other comprehensive income (loss).

Purchase premiums and discounts are recognized in interest income using the interest method over the terms of the securities. Declines in the fair value of held to maturity and available for sale securities below their cost that are deemed to be other than temporary are reflected in earnings as realized losses. In estimating other-than-temporary impairment losses on debt securities, management considers (1) whether management intends to sell the security, or (2) if it is more likely than not that management will be required to sell the security before recovery, or (3) if management does not expect to recover the entire amortized cost basis. In assessing potential other-than-temporary impairment for equity securities, consideration is given to management’s intention and ability to hold the securities until recovery of unrealized losses. Gains and losses on the sale of securities are recorded on the trade date and are determined using the specific identification method.

1311

Amortized cost and fair value of securities at September 30, ~~2018,~~2019, and December 31, ~~2017,~~2018, were as follows:

In thousands	Amortized Cost		Gross Unrealized Gains		Gross Unrealized Losses		Fair Value		Amortized Cost		Gross Unrealized Gains		Gross Unrealized Losses		Fair Value

SECURITIES AVAILABLE FOR SALE

SEPTEMBER 30, 2018
SEPTEMBER 30, 2019
U.S. Government and agencies	$	125,594	$	—	$	3,518	$	122,076	$	115,656	$	874	$	261	$	116,269
Mortgage-backed securities, residential	31,676		107		692		31,091		59,770		1,016		67		60,719
State and municipal	9,819		54		83		9,790		7,620		72		2		7,690
	$	167,089	$	161	$	4,293	$	162,957	$	183,046	$	1,962	$	330	$	184,678

DECEMBER 31, 2017
DECEMBER 31, 2018
U.S. Government and agencies	$	105,899	$	2	$	1,818	$	104,083	$	120,420	$	142	$	2,149	$	118,413
Mortgage-backed securities, residential	34,473		461		101		34,833		33,960		194		343		33,811
State and municipal	13,227		109		42		13,294		9,482		60		36		9,506
Corporate bonds	5,000		57		—		5,057
CRA mutual fund	1,044		—		9		1,035
Stock in other banks	647		102		—		749
	$	160,290	$	731	$	1,970	$	159,051	$	163,862	$	396	$	2,528	$	161,730

SECURITIES HELD TO MATURITY

SEPTEMBER 30, 2018
SEPTEMBER 30, 2019
U.S. Government and agencies	$	12,000	$	—	$	117	$	11,883	$	6,000	$	7	$	4	$	6,003
Mortgage-backed securities, residential	21,517		—		633		20,884		16,443		80		8		16,515
	$	33,517	$	—	$	750	$	32,767	$	22,443	$	87	$	12	$	22,518
DECEMBER 31, 2017
DECEMBER 31, 2018
U.S. Government and agencies	$	19,000	$	2	$	99	$	18,903	$	7,000	$	—	$	69	$	6,931
Mortgage-backed securities, residential	25,829		55		238		25,646		20,266		4		290		19,980
	$	44,829	$	57	$	337	$	44,549	$	27,266	$	4	$	359	$	26,911

The Corporation adopted ASU 2016-01, Financial Instruments—Overall (Topic 825-10): Recognition and Measurement of Financial Assets and Financial Liabilities effective January 1, 2018. The required fair value disclosures are as follows:

In thousands

Fair Value at
January 1, 2018

Unrealized
Gains

Unrealized
Losses

Fair Value at
September 30, 2018

SEPTEMBER 30, 2018

Equity securities with a readily determinable fair value

$
1,793

$
31

$
81

$
1,743

In thousands	Fair Value at January 1, 2019		Unrealized Gains		Unrealized Losses		Fair Value at September 30, 2019
SEPTEMBER 30, 2019
CRA Mutual Fund	$	1,012	$	38	$	—	$	1,050
Stock in other banks	827		155		—		982
	$	1,839	$	193	$	—	$	2,032

In thousands	Fair Value at January 1, 2018		Unrealized Gains		Unrealized Losses		Fair Value at September 30, 2018
SEPTEMBER 30, 2018
CRA Mutual Fund	$	1,044	$	—	$	31	$	1,013
Stock in other banks	749		31		50		730
	$	1,793	$	31	$	81	$	1,743

1412

In thousands	Fair Value at January 1, 2018		Unrealized Gains		Unrealized Losses		Fair Value at December 31, 2018
DECEMBER 31, 2018
CRA Mutual Fund	$	1,044	$	—	$	32	$	1,012
Stock in other banks	749		247		169		827
	$	1,793	$	247	$	201	$	1,839

The following table shows the Corporation’s investments’ gross unrealized losses and fair value, aggregated by investment category and length of time that individual securities have been in a continuous unrealized loss position, at September 30, ~~2018,~~2019, and December 31, ~~2017:~~2018:

	Less than 12 Months				12 Months or More				Total				Less than 12 Months				12 Months or More				Total
In thousands	Fair Value		Unrealized Losses		Fair Value		Unrealized Losses		Fair Value		Unrealized Losses		Fair Value		Unrealized Losses		Fair Value		Unrealized Losses		Fair Value		Unrealized Losses

SECURITIES AVAILABLE FOR SALE

SEPTEMBER 30, 2018
SEPTEMBER 30, 2019
U.S. Government and agencies	$	44,842	$	771	$	76,734	$	2,747	$	121,576	$	3,518	$	—	$	—	$	58,405	$	261	$	58,405	$	261
Mortgage-backed securities, residential	20,998		493		4,517		199		25,515		692		7,567		66		667		1		8,234		67
State and municipal	1,397		19		1,911		64		3,308		83		—		—		866		2		866		2
	$	67,237	$	1,283	$	83,162	$	3,010	$	150,399	$	4,293	$	7,567	$	66	$	59,938	$	264	$	67,505	$	330

DECEMBER 31, 2017
DECEMBER 31, 2018
U.S. Government and agencies	$	42,775	$	445	$	58,279	$	1,373	$	101,054	$	1,818	$	1,997	$	5	$	87,216	$	2,144	$	89,213	$	2,149
Mortgage-backed securities, residential	7,228		56		2,845		45		10,073		101		9,410		134		8,586		209		17,996		343
State and municipal	1,042		8		1,950		34		2,992		42		—		—		2,696		36		2,696		36
CRA Mutual Fund	—		—		1,035		9		1,035		9
	$	51,045	$	509	$	64,109	$	1,461	$	115,154	$	1,970	$	11,407	$	139	$	98,498	$	2,389	$	109,905	$	2,528

SECURITIES HELD TO MATURITY

SEPTEMBER 30, 2018
SEPTEMBER 30, 2019
U.S. Government and agencies	$	2,955	$	45	$	8,928	$	72	$	11,883	$	117	$	—	$	—	$	2,996	$	4	$	2,996	$	4
Mortgage-backed securities, residential	11,386		243		9,498		390		20,884		633		1,177		2		3,425		6		4,602		8
	$	14,341	$	288	$	18,426	$	462	$	32,767	$	750	$	1,177	$	2	$	6,421	$	10	$	7,598	$	12

DECEMBER 31, 2017
DECEMBER 31, 2018
U.S. Government and agencies	$	4,985	$	15	$	10,916	$	84	$	15,901	$	99	$	2,975	$	25	$	3,956	$	44	$	6,931	$	69
Mortgage-backed securities, residential	4,946		29		11,070		209		16,016		238		5,408		59		12,636		231		18,044		290
	$	9,931	$	44	$	21,986	$	293	$	31,917	$	337	$	8,383	$	84	$	16,592	$	275	$	24,975	$	359

All mortgage-backed security investments are government sponsored enterprise (GSE) pass-through instruments issued by the Federal National Mortgage Association (FNMA), Government National Mortgage Association (GNMA) or Federal Home Loan Mortgage Corporation (FHLMC), which guarantee the timely payment of principal on these investments.

At September 30, ~~2018, seventy-four~~2019, thirty-one available for sale U.S. Government and agency securities had unrealized losses that individually did not exceed 7%1% of amortized cost. ~~Fifty~~All of these securities have been in a continuous loss position for 12 months or more. These unrealized losses relate principally to changes in interest rates subsequent to the acquisition of the specific securities.

At September 30, 2019, six available for sale residential mortgage-backed securities had unrealized losses that individually did not exceed 2% of amortized cost. Two of these securities have been in a continuous loss position for 12 months or more. These unrealized losses relate principally to changes in interest rates subsequent to the acquisition of the specific securities.

At September 30, ~~2018, thirty-eight~~2019, three available for sale ~~residential mortgage-backed~~state and municipal securities had unrealized losses that individually did not exceed 5%1% of amortized cost. ~~Seven~~All of these securities have been in a continuous loss position for 12 months or more. These unrealized losses relate principally to changes in interest rates subsequent to the acquisition of the specific securities.

At September 30, 2018, twelve available for sale state and municipal securities had unrealized losses that individually did not exceed 6% of amortized cost. Eight of these securities have been in a continuous loss position for 12 months or more. These unrealized losses relate principally to changes in interest rates subsequent to the acquisition of the specific securities.

~~At September 30, 2018, seven~~2019, two held to maturity U.S. Government and agency securities had unrealized losses that individually did not exceed 2%1% of amortized cost. ~~Five~~All of these securities have been in a continuous loss position for 12 months or more. These unrealized losses relate principally to changes in interest rates subsequent to the acquisition of the specific securities.

At September 30, ~~2018, thirty-four~~2019, eleven held to maturity residential mortgage-backed securities had unrealized losses that individually did not exceed 5%1% of amortized cost. ~~Thirteen~~Eight of these securities have been in a continuous loss position for 12 months or more. These unrealized losses relate principally to changes in interest rates subsequent to the acquisition of the specific securities.

In analyzing the issuer’s financial condition, management considers industry analysts’ reports, financial performance, and projected target prices of investment analysts within a one-year time frame. Based on the above information, management has determined that none of these investments are other-than-temporarily impaired.

The fair values of securities available for sale (carried at fair value) and held to maturity (carried at amortized cost) are determined by obtaining quoted market prices on nationally recognized securities exchanges (Level 1), or matrix pricing (Level 2) which is a mathematical technique used widely in the industry to value debt securities without relying exclusively on quoted market prices for the specific securities but rather by relying on the security’s relationship to other benchmark quoted prices. The Corporation uses independent service providers to provide matrix pricing.

Management routinely sells securities from its available for sale portfolio in an effort to manage and allocate the portfolio. At September 30, ~~2018,~~2019, management had not identified any securities with an unrealized loss that it intends to sell or will be required to sell. In estimating other-than-temporary impairment losses on debt securities, management considers (1) whether management intends to sell the security, or (2) if it is more likely than not that management will be required to sell the security before recovery, or (3) if management does not expect to recover the entire amortized cost basis. In assessing potential other-than-temporary impairment for equity securities, consideration is given to management’s intention and ability to hold the securities until recovery of unrealized losses.

Amortized cost and fair value at September 30, ~~2018,~~2019, by contractual maturity, where applicable, are shown below. Expected maturities will differ from contractual maturities because issuers may have the right to call or prepay with or without penalties.

Available for Sale

Held to Maturity

Available for Sale

Held to Maturity

In thousands

Amortized
Cost

Fair
Value

Amortized
Cost

Fair
Value

Amortized
Cost

Fair
Value

Amortized
Cost

Fair
Value

1 year or less

10,050

10,013

6,000

5,980

18,183

18,187

4,000

3,997

Over 1 year through 5 years

121,477

118,020

6,000

5,903

104,894

105,569

2,000

2,006

Over 5 years through 10 years

3,886

3,833

—

199

203

—

Over 10 years

—

Mortgage-backed securities, residential

31,676

31,091

21,517

20,884

59,770

60,719

16,443

16,515

167,089

162,957

33,517

32,767

183,046

184,678

22,443

22,518

The Corporation did not sell any securities available for sale during the first nine months of 2019. The Corporation realized $31,000 and $44,000 gross gains on sales of securities available for sale during the three and nine month periods ended September 30, ~~2018, respectively. The corporation did not realize any gross gains or losses on sales of securities during the three and nine month period ended September 30, 2017.~~2018.

At September 30, ~~2018,~~2019, and December 31, ~~2017,~~2018, securities with a carrying value of ~~$181,820,000~~$174,308,000 and ~~$157,601,000,~~$165,792,000, respectively, were pledged as collateral as required by law on public and trust deposits, repurchase agreements, and for other purposes.

9.8. Loans

The Corporation grants commercial, residential, and consumer loans to customers. A substantial portion of the loan portfolio is represented by mortgage loans throughout southcentral Pennsylvania and northern Maryland. The ability of the Corporation’s debtors to honor their contracts is dependent upon the real estate values and general economic conditions in this area.

Loans that management has the intent and ability to hold for the foreseeable future or until maturity or pay-off generally are reported at their outstanding unpaid principal balances adjusted for charge-offs, the allowance for loan losses, and any deferred fees or costs on originated loans. Interest income is accrued on the unpaid principal balance. Loan origination fees, net of certain direct origination costs, are deferred and recognized as an adjustment of the related loan yield using the interest method.

The loans receivable portfolio is segmented into commercial, residential mortgage, home equity lines of credit, and consumer loans. Commercial loans consist of the following classes: commercial and industrial, commercial real estate, and commercial real estate construction.

The accrual of interest on residential mortgage and commercial loans is discontinued at the time the loan is 90 days past due unless the credit is well-secured and in process of collection. Consumer loans (consisting of home equity lines of credit and consumer loan classes) are typically charged off no later than 120 days past due. Past due status is based on the contractual terms of the loan. In all cases, loans are placed on nonaccrual or charged off at an earlier date if collection of principal or interest is considered doubtful.

All interest accrued, but not collected, for loans that are placed on nonaccrual or charged off is reversed against interest income. The interest on these loans is accounted for on the cash-basis or cost-recovery method, until qualifying for return to accrual status. Loans are returned to accrual status when all the principal and interest amounts contractually due are brought current and future payments are reasonably assured.

Allowance for Credit Losses

The allowance for credit losses consists of the allowance for loan losses and the reserve for unfunded lending commitments. The allowance for loan losses (the “allowance”) is established as losses are estimated to occur through a provision for loan losses charged to earnings. Loan losses are charged against the allowance when management believes the uncollectibility of a loan balance is confirmed. Subsequent recoveries, if any, are credited to the allowance. The reserve for unfunded lending commitments represents management’s estimate of losses inherent in its unfunded loan commitments and is recorded in other liabilities on the consolidated statement of condition. The amount of the reserve for unfunded lending commitments is not material to the consolidated financial statements.

The allowance for loan losses is evaluated on a regular basis by management and is based upon management’s periodic review of the collectibility of the loans in light of historical experience, the nature and volume of the loan portfolio, adverse situations that may affect the borrower’s ability to repay, estimated value of any underlying collateral, and prevailing economic conditions. This evaluation is inherently subjective as it requires estimates that are susceptible to significant revision as more information becomes available.

The allowance consists of specific, general and unallocated components. The specific component relates to loans that are classified as either doubtful, substandard, or special mention. For such loans that are also classified as impaired, an allowance is established when the discounted cash flows (or collateral value or observable market price) of the impaired loan is lower than the carrying value of that loan. The general component covers pools of loans by loan class including commercial loans not considered impaired, as well as smaller balance homogeneous loans, such as residential real estate, home equity, and other consumer loans. These pools of loans are evaluated for loss exposure

based upon historical loss rates for the previous twelve quarters for each of these categories of loans, adjusted for qualitative risk factors. These qualitative risk factors include:

·• lending policies and procedures, including underwriting standards and collection, charge-off and recovery practices;

·• national, regional and local economic and business conditions, as well as the condition of various market segments, including the impact on the value of underlying collateral for collateral dependent loans;

·• the nature and volume of the portfolio and terms of loans;

·• the experience, ability and depth of lending management and staff;

·• the volume and severity of past due, classified and nonaccrual loans, as well as other loan modifications; and,

·• the existence and effect of any concentrations of credit and changes in the level of such concentrations.

Each factor is assigned a value to reflect improving, stable or declining conditions based on management’s best judgment using relevant information available at the time of the evaluation. Adjustments to the factors are supported through documentation of changes in conditions in a narrative accompanying the allowance for loan loss calculation.

The unallocated component of the allowance is maintained to cover uncertainties that could affect management’s estimate of probable losses. The unallocated component of the allowance reflects the margin of imprecision inherent in the underlying assumptions used in the methodologies for estimating specific and general losses in the portfolio. It covers risks that are inherently difficult to quantify including, but not limited to, collateral risk, information risk, and historical charge-off risk.

A loan is considered impaired when, based on current information and events, it is probable that the Corporation will be unable to collect the scheduled payments of principal and/or interest when due according to the contractual terms of the loan agreement. Factors considered by management in determining impairment include payment status, collateral value, and the probability of collecting scheduled principal and/or interest payments when due. Loans that experience insignificant payment delays and payment shortfalls generally are not classified as impaired. Management determines the significance of payment delays and payment shortfalls on a case-by-case basis, taking into consideration all of the circumstances surrounding the loan and the borrower, including the length of the delay, the reasons for the delay, the borrower’s prior payment record, and the amount of the shortfall in relation to the principal and interest owed. Impairment is measured on a loan by loan basis for commercial and commercial construction loans by either the present value of expected future cash flows discounted at the loan’s effective interest rate, the loan’s obtainable market price, or the fair value of the collateral if the loan is collateral dependent.

A specific allocation within the allowance for loan losses is established for an impaired loan if its carrying value exceeds its estimated fair value. The estimated fair values of the Corporation’s impaired loans are measured based on the estimated fair value of the loan’s collateral or the discounted cash flows method.

It is the policy of the Corporation to order an updated valuation on all real estate secured loans when the loan becomes 90 days past due and there has not been an updated valuation completed within the previous 12 months. In addition, the Corporation orders third-party valuations on all impaired real estate collateralized loans within 30 days of the loan being classified as impaired. Until the valuations are completed, the Corporation utilizes the most recent independent third-party real estate valuation to estimate the need for a specific allocation to be assigned to the loan. These existing valuations are discounted downward to account for such things as the age of the existing collateral valuation, change in the condition of the real estate, change in local market and economic conditions, and other specific factors involving the collateral. Once the updated valuation is completed, the collateral value is updated accordingly.

For commercial and industrial loans secured by non-real estate collateral, such as accounts receivable, inventory and equipment, estimated fair values are determined based on the borrower’s financial statements, inventory reports, accounts receivable aging reports, equipment appraisals, or invoices. Indications of value from these sources are generally discounted based on the age of the financial information or the quality of the assets.

The Corporation actively monitors the values of collateral as well as the age of the valuation of impaired loans. ~~Management believes that the Corporation’s market area is not as volatile as other areas throughout the United States, therefore~~The Corporation orders valuations ~~are ordered~~ at least every 18 months, or more frequently if management believes that there is an indication that the fair value has declined.

For impaired loans secured by collateral other than real estate, the Corporation considers the net book value of the collateral, as recorded in the most recent financial statements of the borrower, and determines fair value based on estimates made by management.

Large groups of smaller balance homogeneous loans are collectively evaluated for impairment. Accordingly, the Corporation does not separately identify individual consumer and residential loans for impairment disclosures, unless such loans are the subject of a troubled debt restructure.

Loans whose terms are modified are classified as troubled debt restructured loans if the Corporation grants such borrowers concessions that it would not otherwise consider and it is deemed that those borrowers are experiencing financial difficulty. Concessions granted under a troubled debt restructuring generally involve a temporary reduction in interest rate, a below market interest rate given the risk associated with the loan, or an extension of a loan’s stated maturity date. Nonaccrual troubled debt restructurings may be restored to accrual status if principal and interest payments, under the modified terms, are current for a sustained period of time and, based on a well-documented credit evaluation of the borrower’s financial condition, there is reasonable assurance of repayment. Loans classified as troubled debt restructurings are generally designated as impaired.

The allowance calculation methodology includes further segregation of loan classes into credit quality rating categories. The borrower’s overall financial condition, repayment sources, guarantors, and value of collateral, if appropriate, are generally evaluated annually for commercial loans or when credit deficiencies arise, such as delinquent loan payments.

Credit quality risk ratings include regulatory classifications of special mention, substandard, doubtful, and loss. Loans classified special mention have potential weaknesses that deserve management’s close attention. If uncorrected, the potential weaknesses may result in deterioration of the repayment prospects. Loans classified substandard have a well-defined weakness or weaknesses that jeopardize the liquidation of the debt. They include loans that are inadequately protected by the current sound net worth and paying capacity of the obligor or of the collateral pledged, if any. Loans classified doubtful have all the weaknesses inherent in loans classified substandard with the added characteristic that collection or liquidation in full, on the basis of current conditions and facts, is highly improbable. Loans classified as a loss are considered uncollectible and are charged to the allowance for loan losses. Loans not classified are rated pass.

In addition, federal and state regulatory agencies, as an integral part of their examination process, periodically review the Corporation’s allowance for loan losses and may require the Corporation to recognize additions to the allowance based on their judgments about information available to them at the time of their examination, which may not be currently available to management. Based on management’s comprehensive analysis of the loan portfolio and economic conditions, management believes the current level of the allowance for loan losses is adequate.

Commercial and Industrial Lending — The Corporation originates commercial and industrial loans primarily to businesses located in its primary market area and surrounding areas. These loans are used for various business purposes which include short-term loans and lines of credit to finance machinery and equipment purchases, inventory, and accounts receivable. Generally, the maximum term for loans extended on machinery and equipment is based on the projected useful life of such machinery and equipment. Most business lines of credit are written on demand and may be renewed annually.

Commercial and industrial loans are generally secured with short-term assets; however, in many cases, additional collateral such as real estate is provided as additional security for the loan. Loan-to-value maximum values have been established by the Corporation and are specific to the type of collateral. Collateral values may be determined using invoices, inventory reports, accounts receivable aging reports, collateral appraisals, etc.

In underwriting commercial and industrial loans, an analysis is performed to evaluate the borrower’s character and capacity to repay the loan, the adequacy of the borrower’s capital and collateral, as well as the conditions affecting the borrower. Evaluation of the borrower’s past, present and future cash flows is also an important aspect of the Corporation’s analysis.

Commercial loans generally present a higher level of risk than other types of loans due primarily to the effect of general economic conditions.

Commercial Real Estate Lending — The Corporation engages in commercial real estate lending in its primary market area and surrounding areas. The Corporation’s commercial loan portfolio is secured primarily by commercial retail space, office buildings, and hotels. Generally, commercial real estate loans have terms that do not exceed 20 years, have loan-to-value ratios of up to 80% of the appraised value of the property, and are typically secured by personal guarantees of the borrowers.

In underwriting these loans, the Corporation performs a thorough analysis of the financial condition of the borrower, the borrower’s credit history, and the reliability and predictability of the cash flow generated by the property securing the loan. Appraisals on properties securing commercial real estate loans originated by the Corporation are performed by independent appraisers.

Commercial real estate loans generally present a higher level of risk than other types of loans due primarily to the effect of general economic conditions and the complexities involved in valuing the underlying collateral.

Commercial Real Estate Construction Lending — The Corporation engages in commercial real estate construction lending in its primary market area and surrounding areas. The Corporation’s commercial real estate construction lending consists of commercial and residential site development loans, as well as commercial building construction and residential housing construction loans.

The Corporation’s commercial real estate construction loans are generally secured with the subject property. Terms of construction loans depend on the specifics of the project, such as estimated absorption rates, estimated time to complete, etc.

In underwriting commercial real estate construction loans, the Corporation performs a thorough analysis of the financial condition of the borrower, the borrower’s credit history, and the reliability and predictability of the cash flow generated by the project using feasibility studies, market data, etc. Appraisals on properties securing commercial real estate construction loans originated by the Corporation are performed by independent appraisers.

Commercial real estate construction loans generally present a higher level of risk than other types of loans due primarily to the effect of general economic conditions and the uncertainties surrounding total construction costs.

Residential Mortgage Lending — One-to-four family residential mortgage loan originations, including home equity closed-end loans, are generated by the Corporation’s marketing efforts, its present customers, walk-in customers, and referrals. These loans originate primarily within the Corporation’s market area or with customers primarily from the market area.

The Corporation offers fixed-rate and adjustable-rate mortgage loans with terms up to a maximum of 30 years for both permanent structures and those under construction. The Corporation’s one-to-four family residential mortgage originations are secured primarily by properties located in its primary market area and surrounding areas. The majority of the Corporation’s residential mortgage loans originate with a loan-to-value of 80% or less. Loans in excess of 80% are required to have private mortgage insurance.

In underwriting one-to-four family residential real estate loans, the Corporation evaluates both the borrower’s financial ability to repay the loan as agreed and the value of the property securing the loan. Properties securing real estate loans made by the Corporation are appraised by independent appraisers. The Corporation generally requires borrowers to obtain an attorney’s title opinion or title insurance, as well as fire and property insurance (including flood insurance, if necessary) in an amount not less than the amount of the loan. The Corporation has not engaged in subprime residential mortgage originations.

Residential mortgage loans ~~present a moderate level of~~are subject to risk due primarily to general economic conditions, as well as a continued weak housing market.

Home Equity Lines of Credit Lending — The Corporation originates home equity lines of credit primarily within the Corporation’s market area or with customers primarily from the market area. Home equity lines of credit are generated by the Corporation’s marketing efforts, its present customers, walk-in customers, and referrals.

Home equity lines of credit are secured by the borrower’s primary residence with a maximum loan-to-value of 90% and a maximum term of 20 years. In underwriting home equity lines of credit, the Corporation evaluates both the value of the property securing the loan and the borrower’s financial ability to repay the loan as agreed. The ability to repay is determined by the borrower’s employment history, current financial condition, and credit background.

Home equity lines of credit generally present a moderate level of risk due primarily to general economic conditions, as well as a continued weak housing market.

Junior liens inherently have more credit risk by virtue of the fact that another financial institution may have a higher security position in the case of foreclosure liquidation of collateral to extinguish the debt. Generally, foreclosure actions could become more prevalent if the real estate market continues to be weak and property values deteriorate.

Consumer Lending — The Corporation offers a variety of secured and unsecured consumer loans, including those for vehicles and mobile homes and loans secured by savings deposits. These loans originate primarily within the Corporation’s market area or with customers primarily from the market area.

Consumer loan terms vary according to the type and value of collateral and the creditworthiness of the borrower. In underwriting consumer loans, a thorough analysis of the borrower’s financial ability to repay the loan as agreed is performed. The ability to repay is determined by the borrower’s employment history, current financial condition, and credit background.

Consumer loans may entail greater credit risk than residential mortgage loans or home equity lines of credit, particularly in the case of consumer loans which are unsecured or are secured by rapidly depreciable assets such as automobiles or recreational equipment. In such cases, any repossessed collateral for a defaulted consumer loan may not provide an adequate source of repayment of the outstanding loan balance as a result of the greater likelihood of damage, loss or depreciation. In addition, consumer loan collections are dependent on the borrower’s continuing financial stability, and thus are more likely to be affected by adverse personal circumstances. Furthermore, the application of various federal and state laws, including bankruptcy and insolvency laws, may limit the amount which can be recovered on such loans.

Acquired Loans

The carryover of allowance for loan losses related to acquired loans is prohibited as any credit losses in the loans are included in the determination of the fair value of the loans at the acquisition date. The allowance for loan losses on acquired loans reflects only those losses incurred after acquisition and represents the present value of cash flows expected at acquisition that is no longer expected to be collected. Acquired loans are marked to fair value on the date of acquisition. In conjunction with the quarterly evaluation of the adequacy of the allowance for loan losses, the Corporation performs an analysis on acquired loans to determine whether or not there has been subsequent deterioration in relation to those loans. If deterioration has occurred, the Corporation will include these loans in the calculation of the allowance for loan losses after the initial valuation, and provide accordingly.

Upon acquisition, in accordance with US GAAP, the Corporation has individually determined whether each acquired loan is within the scope of ASC 310-30. The Corporation’s senior lending management reviewed the accounting seller’s loan portfolio on a loan by loan basis to determine if any loans met the two-part definition of an impaired loan as defined by ASC 310-30: 1) Credit deterioration on the loan from its inception until the acquisition date, and 2) It is probable that not all of the contractual cash flows will be collected on the loan.

Acquired ASC 310-20 loans, which are loans that did not meet the criteria above, were pooled into groups of similar loans based on various factors including borrower type, loan purpose, and collateral type. For these pools, the Corporation used certain loan information, including outstanding principal balance, estimated expected losses, weighted average maturity, weighted average margin, and weighted average interest rate along with estimated

prepayment rates, expected lifetime losses, environment factors to estimate the expected cash flow for each loan pool. With regards to ASC 310-30 loans, for external disclosure purposes, the aggregate contractual cash flows less the aggregate expected cash flows resulted in a credit related non-accretable yield amount. The aggregate expected cash flows less the acquisition date fair value resulted in an accretable yield amount. The accretable yield reflects the contractual cash flows management expects to collect above the loan’s acquisition date fair value and will be recognized over the life of the loan on a level-yield basis as a component of interest income.

Over the life of the acquired ASC 310-30 loan, the Corporation continues to estimate cash flows expected to be collected. Decreases in expected cash flows, other than from prepayments or rate adjustments, are recognized as impairments through a charge to the provision for credit losses resulting in an increase in the allowance for credit losses. Subsequent improvements in cash flows result in first, reversal of existing valuation allowances recognized subsequent to acquisition, if any, and next, an increase in the amount of accretable yield to be subsequently recognized on a prospective basis over the loan’s remaining life.

Acquired ASC 310-30 loans that met the criteria for non-accrual of interest prior to acquisition are considered performing upon acquisition, regardless of whether the customer is contractually delinquent, if we can reasonably estimate the timing and amount of expected cash flows on such loans. Accordingly, we do not consider acquired contractually delinquent loans to be non-accruing and continue to recognize interest income on these loans using the accretion model.

The following table presents the classes of the loan portfolio summarized by the aggregate pass rating and the classified ratings of special mention, substandard, and doubtful within the Corporation’s internal risk rating system as of September 30, ~~2018,~~2019, and December 31, ~~2017:~~2018:

In thousands

Pass

Special
Mention

Substandard

Doubtful

Total

Pass

Special
Mention

Substandard

Doubtful

Total

SEPTEMBER 30, 2018

SEPTEMBER 30, 2019

Originated Loans

Commercial and industrial

167,353

3,094

171

—

170,618

155,471

3,523

747

—

159,741

Commercial real estate

363,982

18,218

8,421

—

390,621

408,218

20,971

8,577

—

437,766

Commercial real estate construction

13,520

1,005

249

—

14,774

24,575

1,076

—

25,651

Residential mortgage

378,301

6,909

649

—

385,859

369,472

6,463

292

—

376,227

Home equity lines of credit

87,180

235

148

—

87,563

93,111

598

—

93,802

Consumer

14,337

—

14,337

13,820

—

13,820

Total Originated Loans

1,024,673

29,461

9,638

—

1,063,772

1,064,667

32,631

9,709

—

1,107,007

Acquired Loans

Commercial and industrial

5,336

123

)

—

5,455

3,482

383

112

—

3,977

Commercial real estate

120,035

8,616

3,562

—

132,213

105,876

11,663

2,350

—

119,889

Commercial real estate construction

3,223

723

—

3,946

1,718

692

—

2,410

Residential mortgage

42,522

2,293

2,861

—

47,676

35,141

1,915

1,994

—

39,050

Home equity lines of credit

18,635

393

—

19,116

15,415

114

299

—

15,828

Consumer

268

—

268

124

—

124

Total Acquired Loans

190,019

11,843

6,812

—

208,674

161,756

14,767

4,755

—

181,278

Total Loans

Commercial and industrial

172,689

3,217

167

—

176,073

158,953

3,906

859

—

163,718

Commercial real estate

484,017

26,834

11,983

—

522,834

514,094

32,634

10,927

—

557,655

Commercial real estate construction

16,743

1,728

249

—

18,720

26,293

1,768

—

28,061

Residential mortgage

420,823

9,202

3,510

—

433,535

404,613

8,378

2,286

—

415,277

Home equity lines of credit

105,815

323

541

—

106,679

108,526

712

392

—

109,630

Consumer

14,605

—

14,605

13,944

—

13,944

Total Loans

1,214,692

41,304

16,450

—

1,272,446

1,226,423

47,398

14,464

—

1,288,285

2220

In thousands	Pass		Special Mention		Substandard		Doubtful		Total		Pass		Special Mention		Substandard		Doubtful		Total
DECEMBER 31, 2017
DECEMBER 31, 2018
Originated Loans
Commercial and industrial	$	154,177	$	3,466	$	1,812	$	—	$	159,455	$	166,035	$	2,902	$	161	$	—	$	169,098
Commercial real estate	325,002		17,666		9,277		—		351,945		393,987		18,079		7,899		—		419,965
Commercial real estate construction	27,413		767		250		—		28,430		15,471		835		—		—		16,306
Residential mortgage	363,195		3,251		478		—		366,924		381,525		6,492		733		—		388,750
Home equity lines of credit	81,976		360		—		—		82,336		90,941		334		—		—		91,275
Consumer	14,454		—		—		—		14,454		14,174		—		—		—		14,174
Total Originated Loans	966,217		25,510		11,817		—		1,003,544		1,062,133		28,642		8,793		—		1,099,568
Acquired Loans
Commercial and industrial	6,120		244		10		—		6,374		4,803		134		147		—		5,084
Commercial real estate	124,852		12,734		3,228		—		140,814		120,321		5,112		3,525		—		128,958
Commercial real estate construction	6,742		388		—		—		7,130		3,276		716		—		—		3,992
Residential mortgage	52,959		2,762		3,248		—		58,969		41,193		1,896		2,460		—		45,549
Home equity lines of credit	24,990		88		378		—		25,456		18,614		88		386		—		19,088
Consumer	1,525		358		—		—		1,883		226		—		—		—		226
Total Acquired Loans	217,188		16,574		6,864		—		240,626		188,433		7,946		6,518		—		202,897
Total Loans
Commercial and industrial	160,297		3,710		1,822		—		165,829		170,838		3,036		308		—		174,182
Commercial real estate	449,854		30,400		12,505		—		492,759		514,308		23,191		11,424		—		548,923
Commercial real estate construction	34,155		1,155		250		—		35,560		18,747		1,551		—		—		20,298
Residential mortgage	416,154		6,013		3,726		—		425,893		422,718		8,388		3,193		—		434,299
Home equity lines of credit	106,966		448		378		—		107,792		109,555		422		386		—		110,363
Consumer	15,979		358		—		—		16,337		14,400		—		—		—		14,400
Total Loans	$	1,183,405	$	42,084	$	18,681	$	—	$	1,244,170	$	1,250,566	$	36,588	$	15,311	$	—	$	1,302,465

The following table provides changes in accretable yield for all acquired loans accounted for under ASC 310-30. Loans accounted for under ASC 310-20 are not included in this table.

In thousands	Nine Months Ended September 30, 2018			Nine Months Ended September 30, 2019			Nine Months Ended September 30, 2018
Balance at beginning of period	$	1,234		$	891		$	1,234
Acquisitions of impaired loans	—			—			—
Reclassification from non-accretable differences	288			393			288
Accretion to loan interest income	(490		)	(607		)	(490		)
Balance at end of period	$	1,032		$	677		$	1,032

Cash flows expected to be collected on acquired loans are estimated quarterly by incorporating several key assumptions similar to the initial estimate of fair value. These key assumptions include probability of default and the amount of actual prepayments after the acquisition date. Prepayments affect the estimated life of the loans and could change the amount of interest income, and possibly principal expected to be collected. In reforecasting future estimated cash flows, credit loss expectations are adjusted as necessary. Improved cash flow expectations for loans or pools are recorded first as a reversal of previously recorded impairment, if any, and then as an increase in prospective yield when all previously recorded impairment has been recaptured. Decreases in expected cash flows are recognized as impairment through a charge to the provision for loan losses and credit to the allowance for loan losses.

2321

The following table summarizes information relative to impaired loans by loan portfolio class as of September 30, ~~2018,~~2019, and December 31, ~~2017:~~2018:

	Impaired Loans with Allowance						Impaired Loans with No Allowance				Impaired Loans with Allowance						Impaired Loans with No Allowance
In thousands	Recorded Investment		Unpaid Principal Balance		Related Allowance		Recorded Investment		Unpaid Principal Balance		Recorded Investment		Unpaid Principal Balance		Related Allowance		Recorded Investment		Unpaid Principal Balance
SEPTEMBER 30, 2018
SEPTEMBER 30, 2019
Commercial and industrial	$	—	$	—	$	—	$	—	$	—	$	72	$	72	$	48	$	—	$	—
Commercial real estate	—		—		—		7,188		7,188		—		—		—		6,578		6,578
Commercial real estate construction	—		—		—		—		—		—		—		—		—		—
Residential mortgage	—		—		—		533		533		—		—		—		212		212
Home equity lines of credit	148		148		148		—		—		—		—		—		93		93
	$	148	$	148	$	148	$	7,721	$	7,721	$	72	$	72	$	48	$	6,883	$	6,883

DECEMBER 31, 2017
DECEMBER 31, 2018
Commercial and industrial	$	1,311	$	1,311	$	792	$	188	$	188	$	—	$	—	$	—	$	—	$	—
Commercial real estate	832		832		60		7,528		7,528		—		—		—		6,763		6,763
Commercial real estate construction	—		—		—		—		—		—		—		—		—		—
Residential mortgage	377		377		377		101		101		—		—		—		537		537
Home equity lines of credit											—		—		—		—		—
	$	2,520	$	2,520	$	1,229	$	7,817	$	7,817	$	—	$	—	$	—	$	7,300	$	7,300

The following table summarizes information in regards to the average of impaired loans and related interest income by loan portfolio class for the three months ended September 30, ~~2018~~2019 and ~~2017:~~2018:

	Impaired Loans with Allowance				Impaired Loans with No Allowance				Impaired Loans with Allowance				Impaired Loans with No Allowance
In thousands	Average Recorded Investment		Interest Income		Average Recorded Investment		Interest Income		Average Recorded Investment		Interest Income		Average Recorded Investment		Interest Income
SEPTEMBER 30, 2018
SEPTEMBER 30, 2019
Commercial and industrial	$	—	$	—	$	—	$	—	$	36	$	—	$	—	$	—
Commercial real estate	—		—		7,215		36		—		—		6,163		136
Commercial real estate construction	—		—		—		—		—		—		—		—
Residential mortgage	—		—		317		—		—		—		430		8
Home equity lines of credit	74		—		—		—		—		—		47		—
	$	74	$	—	$	7,532	$	36	$	36	$	—	$	6,640	$	144

SEPTEMBER 30, 2017
September 30, 2018
Commercial and industrial	$	1,360	$	—	$	734	$	—	$	—	$	—	$	—	$	—
Commercial real estate	832		—		7,626		80		—		—		7,215		36
Commercial real estate construction	—		—		—		—		—		—		—		—
Residential mortgage	378		—		101		—		—		—		317		—
Home equity lines of credit									74		—		—		—
	$	2,570	$	—	$	8,461	$	80	$	74	$	—	$	7,532	$	36

2422

The following table summarizes information in regards to the average of impaired loans and related interest income by loan portfolio class for the nine months ended September 30, ~~2018~~2019 and ~~2017:~~2018:

	Impaired Loans with Allowance				Impaired Loans with No Allowance				Impaired Loans with Allowance				Impaired Loans with No Allowance
In thousands	Average Recorded Investment		Interest Income		Average Recorded Investment		Interest Income		Average Recorded Investment		Interest Income		Average Recorded Investment		Interest Income
SEPTEMBER 30, 2018
SEPTEMBER 30, 2019
Commercial and industrial	$	545	$	—	$	92	$	44	$	18	$	—	$	—	$	—
Commercial real estate	—		—		7,525		118		—		—		6,435		454
Commercial real estate construction	—		—		—		—		—		—		—		—
Residential mortgage	94		—		209		—		—		—		484		8
Home equity lines of credit	37		—		—		—		—		—		23		—
	$	676	$	—	$	7,826	$	162	$	18	$	—	$	6,942	$	462

SEPTEMBER 30, 2017
September 30, 2018
Commercial and industrial	$	1,152	$	—	$	934	$	—	$	545	$	—	$	92	$	44
Commercial real estate	416		—		8,155		293		—		—		7,525		118
Commercial real estate construction	—		—		75		25		—		—		—		—
Residential mortgage	377		—		238		15		94		—		209		—
Home equity lines of credit									37		—		—		—
	$	1,945	$	—	$	9,402	$	333	$	639	$	—	$	7,826	$	162

No additional funds are committed to be advanced in connection with impaired loans.

The following table presents nonaccrual loans by loan portfolio class as of September 30, ~~2018,~~2019, and December 31, ~~2017,~~2018, the table below excludes $6.9 million in purchase credit impaired loans, net of unamortized fair value adjustments:

In thousands	September 30, 2018		December 31, 2017		September 30, 2019		December 31, 2018
Commercial and industrial	$	—	$	1,499	$	72	$	—
Commercial real estate	3,281		4,378		2,769		2,880
Commercial real estate construction	—		—		—		—
Residential mortgage	533		478		212		537
Home equity lines of credit	148		—		93		—
	$	3,962	$	6,355	$	3,146	$	3,417

There were no loans whose terms have been modified thereby resulting in a troubled debt restructuring during the three and nine months ended September 30, 2019 and 2018. The Corporation classifies certain loans as troubled debt restructurings when credit terms to a borrower in financial difficulty are modified. The modifications may include a reduction in rate, an extension in term and/or the restructuring of scheduled principal payments. The Corporation had pre-existing nonaccruing and accruing troubled debt restructurings of $4,016,000 and $6,434,000 at September 30, 2019 and September 30, 2018, respectively. All of the Corporation’s troubled debt restructured loans are also impaired loans, of which some have resulted in a specific allocation and, subsequently, a charge-off as appropriate. Included in the non-accrual loan total at September 30, 2019 and September 30, 2018, were $207,000 and ~~December 31, 2017, were $2,500,000 and $3,400,000,~~$2,527,000, respectively, of troubled debt restructurings. In addition to the troubled debt restructurings included in non-accrual loans, the Corporation also has loans classified as accruing troubled debt restructurings at September 30, ~~2018~~2019 and ~~December 31, 2017,~~September 30, 2018, which total ~~$3,900,000~~$3,809,000 and ~~$4,000,000,~~$3,907,000, respectively. As of September 30, ~~2018~~2019 and ~~2017,~~2018, there were no defaulted troubled debt restructured loans. There were no charge-offs or specific allocation on any of the troubled debt restructured loans for the three and nine months ended September 30, ~~2018~~2019 and ~~2017.~~2018. One troubled debt restructured loan paid off during 2019 in the amount of $2,198,000. One troubled debt restructured loan paid off during 2018 in the amount of ~~$832,000 and one paid off during 2017 in the amount of $283,000.~~$832,000. All other troubled debt restructured loans were current as of September 30, ~~2018,~~

2019, with respect to their associated forbearance agreement, except for one loan which has had periodic late payments. As of September 30, ~~2018,~~2019, there are no ~~loans classified as a troubled debt restructured loan have~~ active forbearance agreements. ~~The~~All forbearance agreements have expired or the loans have paid off.

~~There were no loans whose terms have been modified resulting in troubled debt restructurings during the three and nine months ended September 30, 2018 and 2017.~~

Consumer mortgage loans secured by residential real estate properties for which formal foreclosure proceedings are in process at September 30, ~~2018~~2019 and December 31, ~~2017,~~2018, totaled ~~$800,000~~$651,000 and ~~$848,000,~~$661,000, respectively.

The performance and credit quality of the loan portfolio is also monitored by analyzing the age of the loans receivable as determined by the length of time a recorded payment is past due.

The following table presents the classes of the loan portfolio summarized by the past due status as of September 30, ~~2018,~~2019, and December 31, ~~2017:~~2018:

In thousands

30-59 Days
Past Due

60-89 Days
Past Due

>90 Days
Past Due

Total Past
Due

Current

Total Loans
Receivable

Loans
Receivable
>90 Days
and
Accruing

30-59 Days
Past Due

60-89 Days
Past Due

>90 Days
Past Due

Total Past
Due

Current

Total Loans
Receivable

Loans
Receivable
>90 Days
and
Accruing

SEPTEMBER 30, 2018

SEPTEMBER 30, 2019

Originated Loans

Commercial and industrial

—

170,545

170,618

448

485

159,256

159,741

Commercial real estate

186

569

2,575

3,330

387,291

390,621

—

849

349

1,874

3,072

434,694

437,766

—

Commercial real estate construction

—

14,774

—

25,651

—

Residential mortgage

298

1,254

1,535

3,087

382,772

385,859

1,001

124

1,311

1,495

2,930

373,297

376,227

1,283

Home equity lines of credit

364

—

323

687

86,876

87,563

175

—

218

312

93,490

93,802

218

Consumer

108

14,229

14,337

132

162

13,658

13,820

Total originated loans

968

1,847

4,470

7,285

1,056,487

1,063,772

1,213

1,232

2,133

3,596

6,961

1,100,046

1,107,007

1,510

Acquired Loans

Commercial and industrial

—

5,455

—

3,977

—

Commercial real estate

218

—

857

1,075

131,138

132,213

857

—

119,889

—

Commercial real estate construction

—

3,869

3,946

—

2,317

2,410

—

Residential mortgage

125

144

47,532

47,676

125

257

126

447

38,603

39,050

126

Home equity lines of credit

641

774

18,342

19,116

343

181

619

15,209

15,828

Consumer

—

268

—

124

—

Total acquired loans

875

1,129

2,070

206,604

208,674

1,129

407

531

221

1,159

180,119

181,278

221

Total Loans

Commercial and industrial

—

176,000

176,073

448

485

163,233

163,718

Commercial real estate

404

569

3,432

4,405

518,429

522,834

857

849

349

1,874

3,072

554,583

557,655

—

Commercial real estate construction

—

18,643

18,720

—

27,968

28,061

—

Residential mortgage

314

1,257

1,660

3,231

430,304

433,535

1,126

188

1,568

1,621

3,377

411,900

415,277

1,409

Home equity lines of credit

1,005

393

1,461

105,218

106,679

245

437

181

313

931

108,699

109,630

313

Consumer

108

14,497

14,605

132

162

13,782

13,944

Total Loans

1,843

1,913

5,599

9,355

1,263,091

1,272,446

2,342

1,639

2,664

3,817

8,120

1,280,165

1,288,285

1,731

2624

In thousands	30-59 Days Past Due		60-89 Days Past Due		>90 Days Past Due		Total Past Due		Current		Total Loans Receivable		Loans Receivable >90 Days and Accruing		30-59 Days Past Due		60-89 Days Past Due		>90 Days Past Due		Total Past Due		Current		Total Loans Receivable		Loans Receivable >90 Days and Accruing
DECEMBER 31, 2017
DECEMBER 31, 2018
Originated Loans
Commercial and industrial	$	55	$	76	$	1,503	$	1,634	$	157,821	$	159,455	$	4	$	49	$	49	$	4	$	102	$	168,996	$	169,098	$	4
Commercial real estate	436		317		1,400		2,153		349,792		351,945		88		775		550		114		1,439		418,526		419,965		—
Commercial real estate construction	252		—		—		252		28,178		28,430		—		—		—		—		—		16,306		16,306		—
Residential mortgage	3,006		646		1,500		5,152		361,772		366,924		1,022		1,783		529		2,361		4,673		384,077		388,750		1,824
Home equity lines of credit	254		29		183		466		81,870		82,336		183		16		38		375		429		90,846		91,275		375
Consumer	72		26		3		101		14,353		14,454		3		36		14		—		50		14,124		14,174		—
Total originated loans	4,075		1,094		4,589		9,758		993,786		1,003,544		1,300		2,659		1,180		2,854		6,693		1,092,875		1,099,568		2,203
Acquired Loans
Commercial and industrial	83		—		—		83		6,291		6,374		—		27		—		—		27		5,057		5,084		—
Commercial real estate	916		—		—		916		139,898		140,814		—		64		—		851		915		128,043		128,958		851
Commercial real estate construction	—		—		—		—		7,130		7,130		—		343		—		77		420		3,572		3,992		77
Residential mortgage	930		304		137		1,371		57,598		58,969		137		1,235		251		907		2,393		43,156		45,549		125
Home equity lines of credit	83		—		70		153		25,303		25,456		70		227		—		89		316		18,772		19,088		89
Consumer	—		—		—		—		1,883		1,883		—		—		7		—		7		219		226		—
Total acquired loans	2,012		304		207		2,523		238,103		240,626		207		1,896		258		1,924		4,078		198,819		202,897		1,142
Total Loans
Commercial and industrial	138		76		1,503		1,717		164,112		165,829		4		76		49		4		129		174,053		174,182		4
Commercial real estate	1,352		317		1,400		3,069		489,690		492,759		88		839		550		965		2,354		546,569		548,923		851
Commercial real estate construction	252		—		—		252		35,308		35,560		—		343		—		77		420		19,878		20,298		77
Residential mortgage	3,936		950		1,637		6,523		419,370		425,893		1,159		3,018		780		3,268		7,066		427,233		434,299		1,949
Home equity lines of credit	337		29		253		619		107,173		107,792		253		243		38		464		745		109,618		110,363		464
Consumer	72		26		3		101		16,236		16,337		3		36		21		—		57		14,343		14,400		—
Total Loans	$	6,087	$	1,398	$	4,796	$	12,281	$	1,231,889	$	1,244,170	$	1,507	$	4,555	$	1,438	$	4,778	$	10,771	$	1,291,694	$	1,302,465	$	3,345

2725

The following tables summarize the allowance for loan losses and recorded investment in loans receivable:

In thousands	Commercial and Industrial			Commercial Real Estate			Commercial Real Estate Construction			Residential Mortgage			Home Equity Lines of Credit			Consumer			Unallocated			Total			Commercial and Industrial			Commercial Real Estate			Commercial Real Estate Construction			Residential Mortgage			Home Equity Lines of Credit			Consumer			Unallocated			Total
AS OF AND FOR THE PERIOD ENDED SEPTEMBER 30, 2019
Allowance for Loan Losses
Beginning balance - July 1, 2019																									$	2,462		$	6,412		$	262		$	2,746		$	625		$	688		$	862		$	14,057
Charge-offs																									(28		)	—			—			(36		)	(174		)	(61		)	—			(299		)
Recoveries																									4			5			—			—			—			7			—			16
Provisions																									88			(4		)	89			(69		)	159			20			(133		)	150
Ending balance - September 30, 2019																									$	2,526		$	6,413		$	351		$	2,641		$	610		$	654		$	729		$	13,924

Beginning balance - January 1, 2019																									$	2,597		$	6,208		$	203		$	2,814		$	611		$	692		$	839		$	13,964
Charge-offs																									(130		)	—			—			(42		)	(225		)	(168		)	—			(565		)
Recoveries																									25			5			—			1			8			61			—			100
Provisions																									34			200			148			(132		)	216			69			(110		)	425
Ending balance - September 30, 2019																									$	2,526		$	6,413		$	351		$	2,641		$	610		$	654		$	729		$	13,924
Ending balance: individually evaluated for impairment																									$	48		$	—		$	—		$	—		$	—		$	—		$	—		$	48
Ending balance: collectively evaluated for impairment																									$	2,478		$	6,413		$	351		$	2,641		$	610		$	654		$	729		$	13,876

Loans Receivable
Ending balance																									$	163,718		$	557,655		$	28,061		$	415,277		$	109,630		$	13,944		$	—		$	1,288,285
Ending balance: individually evaluated for impairment																									$	72		$	6,578		$	—		$	212		$	93		$	—		$	—		$	6,955
Ending balance: collectively evaluated for impairment																									$	163,646		$	551,077		$	28,061		$	415,065		$	109,537		$	13,944		$	—		$	1,281,330

AS OF AND FOR THE PERIOD ENDED SEPTEMBER 30, 2018
Allowance for Loan Losses
Beginning balance - July 1, 2018	$	2,433		$	5,721		$	146		$	2,840		$	564		$	673		$	766		$	13,143
Beginning Balance - July 1, 2018																									$	2,433		$	5,721		$	146		$	2,840		$	564		$	673		$	766		$	13,143
Charge-offs	(33		)	—			—			—			—			(29		)	—			(62		)	(33		)	—			—			—			—			(29		)	—			(62		)
Recoveries	22			—			103			8			—			—			—			133			22			—			103			8			—			—			—			133
Provisions	185			123			(50		)	(95		)	131			(9		)	(85		)	200			185			123			(50		)	(95		)	131			(9		)	(85		)	200
Ending balance - September 30, 2018	$	2,607		$	5,844		$	199		$	2,753		$	695		$	635		$	681		$	13,414		$	2,607		$	5,844		$	199		$	2,753		$	695		$	635		$	681		$	13,414

Beginning balance - January 1, 2018	$	3,219		$	5,228		$	126		$	3,226		$	612		$	749		$	816		$	13,976
Beginning Balance - January 1, 2018																									$	3,219		$	5,228		$	126		$	3,226		$	612		$	749		$	816		$	13,976
Charge-offs	(911		)	(33		)	—			(489		)	—			(66		)	—			(1,499		)	(911		)	(33		)	—			(489		)	—			(66		)	—			(1,499		)
Recoveries	33			—			103			30			—			1			—			167			33			—			103			30			—			1			—			167
Provisions	266			649			(30		)	(14		)	83			(49		)	(135		)	770			266			649			(30		)	(14		)	83			(49		)	(135		)	770
Ending balance - September 30, 2018	$	2,607		$	5,844		$	199		$	2,753		$	695		$	635		$	681		$	13,414		$	2,607		$	5,844		$	199		$	2,753		$	695		$	635		$	681		$	13,414
Ending balance: individually evaluated for impairment	$	—		$	—		$	—		$	—		$	148		$	—		$	—		$	148		$	—		$	—		$	—		$	—		$	148		$	—		$	—		$	148
Ending balance: collectively evaluated for impairment	$	2,607		$	5,844		$	199		$	2,753		$	547		$	635		$	681		$	13,266		$	2,607		$	5,844		$	199		$	2,753		$	547		$	635		$	681		$	13,266

Loans Receivable
Ending balance	$	176,073		$	522,834		$	18,720		$	433,535		$	106,679		$	14,605		$	—		$	1,272,446		$	176,073		$	522,834		$	18,720		$	433,535		$	106,679		$	14,605		$	—		$	1,272,446
Ending balance: individually evaluated for impairment	$	—		$	7,188		$	—		$	533		$	148		$	—		$	—		$	7,869		$	—		$	7,188		$	—		$	533		$	148		$	—		$	—		$	7,869
Ending balance: collectively evaluated for impairment	$	176,073		$	515,646		$	18,720		$	433,002		$	106,531		$	14,605		$	—		$	1,264,577		$	176,073		$	515,646		$	18,720		$	433,002		$	106,531		$	14,605		$	—		$	1,264,577

AS OF AND FOR THE PERIOD ENDED SEPTEMBER 30, 2017
Allowance for Loan Losses
Beginning Balance - July 1, 2017	$	3,246		$	5,210		$	135		$	3,368		$	607		$	815		$	767		$	14,148
Charge-offs	(60		)	—			—			(15		)	(9		)	(18		)	—			(102		)
Recoveries	8			—			40			10			—			1			—			59
Provisions	73			195			(31		)	(101		)	29			12			(177		)	—
Ending balance - September 30, 2017	$	3,267		$	5,405		$	144		$	3,262		$	627		$	810		$	590		$	14,105

Beginning Balance - January 1, 2017	$	3,055		$	4,968		$	147		$	3,478		$	648		$	923		$	975		$	14,194
Charge-offs	(129		)	—			—			(32		)	(9		)	(102		)	—			(272		)
Recoveries	17			61			40			52			—			13			—			183
Provisions	324			376			(43		)	(236		)	(12		)	(24		)	(385		)	—
Ending balance - September 30, 2017	$	3,267		$	5,405		$	144		$	3,262		$	627		$	810		$	590		$	14,105
Ending balance: individually evaluated for impairment	$	698		$	117		$	—		$	377		$	—		$	—		$	—		$	1,192
Ending balance: collectively evaluated for impairment	$	2,569		$	5,288		$	144		$	2,885		$	627		$	810		$	590		$	12,913

Loans Receivable
Ending balance	$	169,037		$	483,673		$	39,779		$	421,732		$	105,113		$	17,036		$	—		$	1,236,370
Ending balance: individually evaluated for impairment	$	1,743		$	8,413		$	—		$	478		$	—		$	—		$	—		$	10,634
Ending balance: collectively evaluated for impairment	$	167,294		$	475,260		$	39,779		$	421,254		$	105,113		$	17,036		$	—		$	1,225,736

2826

In thousands	Commercial and Industrial		Commercial Real Estate		Commercial Real Estate Construction		Residential Mortgage		Home Equity Lines of Credit		Consumer		Unallocated		Total		Commercial and Industrial		Commercial Real Estate		Commercial Real Estate Construction		Residential Mortgage		Home Equity Lines of Credit		Consumer		Unallocated		Total
AS OF DECEMBER 31, 2017
AS OF DECEMBER 31, 2018
Allowance for Loan Losses
Ending balance	$	3,219	$	5,228	$	126	$	3,226	$	612	$	749	$	816	$	13,976	$	2,597	$	6,208	$	203	$	2,814	$	611	$	692	$	839	$	13,964
Ending balance: individually evaluated for impairment	$	792	$	60	$	—	$	377	$	—	$	—	$	—	$	1,229	$	—	$	—	$	—	$	—	$	—	$	—	$	—	$	—
Ending balance: collectively evaluated for impairment	$	2,427	$	5,168	$	126	$	2,849	$	612	$	749	$	816	$	12,747	$	2,597	$	6,208	$	203	$	2,814	$	611	$	692	$	839	$	13,964

Loans Receivable
Ending balance	$	165,829	$	492,759	$	35,560	$	425,893	$	107,792	$	16,337	$	—	$	1,244,170	$	174,182	$	548,923	$	20,298	$	434,299	$	110,363	$	14,400	$	—	$	1,302,465
Ending balance: individually evaluated for impairment	$	1,499	$	8,360	$	—	$	478	$	—	$	—	$	—	$	10,337	$	—	$	6,763	$	—	$	537	$	—	$	—	$	—	$	7,300
Ending balance: collectively evaluated for impairment	$	164,330	$	484,399	$	35,560	$	425,415	$	107,792	$	16,337	$	—	$	1,233,833	$	174,182	$	542,160	$	20,298	$	433,762	$	110,363	$	14,400	$	—	$	1,295,165

~~10.~~9. Fair Value Measurements

Management uses its best judgment in estimating the fair value of the Corporation’s financial instruments; however, there are inherent weaknesses in any estimation technique. Therefore, for substantially all financial instruments, the fair value estimates herein are not necessarily indicative of the amounts the Corporation could have realized in a sales transaction on the dates indicated. The estimated fair value amounts have been measured as of their respective reporting dates and have not been reevaluated or updated for purposes of these consolidated financial statements subsequent to those respective dates. As such, the estimated fair values of these financial instruments subsequent to the respective reporting dates may be different than the amounts reported at each period end.

Fair value measurement and disclosure guidance defines fair value as the price that would be received to sell the asset or transfer the liability in an orderly transaction (that is, not a forced liquidation or distressed sale) between market participants at the measurement date under current market conditions.

Fair value measurement and disclosure guidance provides a list of factors that a reporting entity should evaluate to determine whether there has been a significant decrease in the volume and level of activity for the asset or liability in relation to normal market activity for the asset or liability. When the reporting entity concludes there has been a significant decrease in the volume and level of activity for the asset or liability, further analysis of the information from that market is needed and significant adjustments to the related prices may be necessary to estimate fair value in accordance with fair value measurement and disclosure guidance.

This guidance further clarifies that when there has been a significant decrease in the volume and level of activity for the asset or liability, some transactions may not be orderly. In those situations, the entity must evaluate the weight of the evidence to determine whether the transaction is orderly. The guidance provides a list of circumstances that may indicate that a transaction is not orderly. A transaction price that is not associated with an orderly transaction is given little, if any, weight when estimating fair value.

Fair value measurement and disclosure guidance establishes a fair value hierarchy that prioritizes the inputs to valuation methods used to measure fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements). The three levels of the fair value hierarchy are as follows:

Level 1: Unadjusted quoted prices in active markets that are accessible at the measurement date for identical, unrestricted assets or liabilities.

Level 2: Quoted prices in markets that are not active, or inputs that are observable, either directly or indirectly, for substantially the full term of the asset or liability.

Level 3: Prices or valuation techniques that require inputs that are both significant to the fair value measurement and unobservable (i.e., supported with little or no market activity).

2927

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

For assets measured at fair value, the fair value measurements by level within the fair value hierarchy, and the basis of measurement used at September 30, ~~2018,~~2019, and December 31, ~~2017,~~2018, are as follows:

September 30, 2018

September 30, 2019

In thousands

Basis

Total

Level 1

Level 2

Level 3

Basis

Total

Level 1

Level 2

Level 3

U.S. Government and agencies

122,076

—

122,076

—

116,269

—

116,269

—

Mortgage-backed securities, residential

31,091

—

31,091

—

60,719

—

60,719

—

State and municipal

9,790

—

9,790

—

7,690

—

7,690

—

Total securities available for sale

Recurring

162,957

—

162,957

—

Recurring

184,678

—

184,678

—

Equity securities with readily determinable fair values

Recurring

1,743

—

Recurring

2,032

—

Collateral dependent impaired loans

Nonrecurring

3,907

—

3,907

Nonrecurring

3,856

—

3,856

		December 31, 2017									December 31, 2018
In thousands	Basis	Total		Level 1		Level 2		Level 3		Basis	Total		Level 1		Level 2		Level 3
U.S. Government and agencies		$	104,083	$	—	$	104,083	$	—		$	118,413	$	—	$	118,413	$	—
Mortgage-backed securities, residential		34,833		—		34,833		—			33,811		—		33,811		—
State and municipal		13,294		—		13,294		—			9,506		—		9,506		—
Corporate bonds		5,057		—		5,057		—
CRA mutual fund		1,035		1,035		—		—
Stock in other banks		749		749		—		—
Total securities available for sale	Recurring	$	159,051	$	1,784	$	157,267	$	—	Recurring	$	161,730	$	—	$	161,730	$	—
Equity securities with readily determinable fair values										Recurring	$	1,839	$	1,839	$	—	$	—
Collateral dependent impaired loans	Nonrecurring	$	5,426	$	—	$	—	$	5,426	Nonrecurring	$	3,883	$	—	$	—	$	3,883

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

Quantitative Information about Level 3 Fair Value Measurements

Dollars in thousands

Fair Value
Estimate

Valuation
Technique

Unobservable
Input

Range

Weighted
Average

Fair Value
Estimate

Valuation
Technique

Unobservable
Input

Range

Weighted
Average

September 30, 2018

September 30, 2019

Impaired loans

3,907

Appraisal of collateral

(a)

Appraisal adjustments

(b)

(10) - (50)%

(28

3,856

Appraisal of collateral

(a)

Appraisal adjustments

(b)

(10) - (50)%

(21

December 31, 2017

December 31, 2018

Impaired loans

5,426

Appraisal of collateral

(a)

Appraisal adjustments

(b)

(10) - (50)%

(36

3,883

Appraisal of collateral

(a)

Appraisal adjustments

(b)

(10) - (50)%

(16

(a) Fair value is generally determined through management’s estimate or independent third-party appraisals of the underlying collateral, which generally includes various Level 3 inputs which are not observable.

(b) Appraisals may be adjusted downward by management for qualitative factors such as economic conditions and estimated liquidation expenses. The range of liquidation expenses and other appraisal adjustments are presented as a percentage of the appraisal. Higher downward adjustments are caused by negative changes to the collateral or conditions in the real estate market, actual offers or sales contracts received, and/or age of the appraisal.

The following information should not be interpreted as an estimate of the fair value of the entire Corporation since a fair value calculation is only provided for a limited portion of the Corporation’s assets and liabilities. Due to a wide range of valuation techniques and the degree of subjectivity used in making the estimates, comparisons between the Corporation’s disclosures and those of other companies may not be meaningful. ~~The following methods and assumptions were used to estimate the fair values of certain Corporation financial instruments at September 30, 2018, and December 31, 2017:~~

3028

~~Cash~~The following presents the carrying amount, fair value, and ~~Cash Equivalents (Carried at Cost)~~

~~The carrying amounts reported~~placement in ~~the consolidated statement of condition for cash and short-term instruments approximate those assets’ fair value. U.S. currency is Level 1 and cash equivalents are Level 2.~~

~~Securities~~

The fair values of securities available for sale (carried at fair value) and held to maturity (carried at amortized cost) are determined by obtaining quoted market prices on nationally recognized securities exchanges (Level 1), or matrix pricing (Level 2), which is a mathematical technique used widely in the industry to value debt securities without relying exclusively on quoted market prices for the specific security but rather by relying on the security’s relationship to other benchmark quoted prices. The Corporation uses an independent service provider to provide matrix pricing, and uses the valuation of another provider to compare for reasonableness.

~~Loans Held for Sale (Carried at Lower of Cost or Fair Value)~~

~~The fair values of mortgage loans held for sale are determined based on amounts to be received at settlement by establishing the respective buyer requirement or market interest rates.~~

~~Loans (Carried at Cost)~~

The fair values of non-impaired loans are estimated using discounted cash flow analyses with the exit pricing concept, as well as using market rates at the balance sheet date that reflect the credit and interest rate risk inherent in the loans. Projected future cash flows are calculated based upon contractual maturity or call dates, projected repayments, and prepayments of principal. Generally, for variable rate loans that reprice frequently and with no significant change in credit risk, fair values are based on carrying values.

~~Impaired Loans (Generally Carried at Fair Value)~~

~~Loans for which the Corporation has measured impairment are generally based on~~ the fair value hierarchy of the ~~loan’s collateral. Fair value is generally determined based upon independent third-party appraisals~~Corporation’s financial instruments as of the properties, or discounted cash flows based upon the expected proceeds. These assets are included as Level 3 fair values, based upon the lowest level of input that is significant to the fair value measurements. The fair value consists of the loan balances less the valuation allowance and/or charge-offs.September 30, 2019:

~~Foreclosed Assets Held for Resale~~

September 30, 2019

In thousands

Carrying
Amount

Fair Value

Level 1

Level 2

Level 3

Financial assets:

Cash and due from banks

22,999

7,212

15,787

—

Interest-bearing deposits in banks

94,716

—

Equity securities available for sale

2,032

—

Investment securities available for sale

184,678

—

184,678

—

Investment securities held to maturity

22,443

22,518

—

22,518

—

Loans held for sale

3,010

—

3,010

—

Loans, less allowance for loan losses

1,274,361

1,286,849

—

1,286,849

Accrued interest receivable

4,512

—

4,512

—

Restricted investment in bank stocks

3,905

—

3,905

—

Financial liabilities:

Demand deposits and savings

1,006,110

—

1,006,110

—

Time deposits

411,500

412,828

—

412,828

—

Short-term borrowings

41,509

—

41,509

—

Long-term borrowings

67,068

67,766

—

67,766

—

Trust preferred subordinated debt

5,000

4,709

—

4,709

—

Accrued interest payable

2,448

—

2,448

—

Off-balance sheet financial instruments

—

The fair value of real estate acquired through foreclosure is based on independent third-party appraisals of the properties. These assets are included as Level 3 fair values, based upon appraisals that consider the sales prices of similar properties in the proximate vicinity.

It is the policy of the Corporation to have the initial market value of a foreclosed asset held for resale determined by an independent third-party valuation. If the Corporation already has a valid appraisal on file for the property and that appraisal has been completed within the previous 12 months, another appraisal shall not be required when the Corporation acquires ownership of that real estate. Further, the Corporation shall update the market value of each foreclosed asset with an independent third-party valuation at least every 18 months, or more frequently if management believes that there is an indication that the fair value has declined. These valuations may be adjusted downward to account for specialized use of the property, change in the condition of the real estate, change in local market and economic conditions, and other specific factors involving the collateral.

~~Restricted Investment in Bank Stock (Carried at Cost)~~

~~The carrying amount of required and restricted investment in correspondent bank stock approximates fair value, and considers the limited marketability of such securities.~~

~~Accrued Interest Receivable and Payable (Carried at Cost)~~

~~The carrying amounts of accrued interest receivable and accrued interest payable approximate their fair value.~~

~~Deposits (Carried at Cost)~~

The fair values disclosed for demand deposits (e.g., interest and non-interest checking, savings, and money market accounts) are, by definition, equal to the amount payable on demand at the reporting date (e.g., their carrying amounts). Fair values for fixed-rate certificates of deposit are estimated using a discounted cash flow calculation that applies market interest rates currently being offered in the market on certificates to a schedule of aggregated expected monthly maturities on time deposits.

~~Short-Term Borrowings (Carried at Cost)~~

~~The carrying amounts of short-term borrowings approximate their fair values.~~

~~Long-Term Borrowings (Carried at Cost)~~

The fair values of long-term borrowings are estimated using discounted cash flow analysis with the exit pricing concept, based on quoted prices for new borrowings with similar credit risk characteristics, terms, and remaining maturity. The prices obtained from this active market represent a market value that is deemed to represent the transfer price if the liability were assumed by a third party. The fair value of the trust preferred subordinated debt, included in long-term borrowings, was determined based upon an estimated fair value from an independent brokerage firm.

~~Off-Balance Sheet Credit-Related Instruments~~

The fair values for the Corporation’s off-balance sheet financial instruments (specifically, lending commitments and letters of credit) are based on fees currently charged in the market to enter into similar agreements, taking into account the remaining terms of the agreements and the counterparties’ credit standing.

3229

The following presents the carrying amount, exit pricing concept fair value, and placement in the fair value hierarchy of the Corporation’s financial instruments as of ~~September 30,~~December 31, 2018:

September 30, 2018

In thousands

Carrying
Amount

Fair Value

Level 1

Level 2

Level 3

Financial assets:

Cash and due from banks

$
18,145

$
18,145

$
7,981

$
10,164

$
—

Interest-bearing deposits in banks

45,551

45,551

45,551

—

—

Equity securities with readily determinable fair value

1,743

1,743

1,743

—

—

Investment securities available for sale

162,957

162,957

—

162,957

—

Investment securities held to maturity

33,517

32,767

—

32,767

—

Loans held for sale

1,112

1,112

—

1,112

—

Loans, less allowance for loan losses

1,259,032

1,218,667

—

—

1,218,667

Accrued interest receivable

4,737

4,737

—

4,737

—

Restricted investment in bank stocks

4,529

4,529

—

4,529

—

Financial liabilities:

Demand deposits and savings

984,704

984,704

—

984,704

—

Time deposits

362,539

357,603

—

357,603

—

Short-term borrowings

38,525

38,525

—

38,525

—

Long-term borrowings

79,725

79,383

—

79,383

—

Trust preferred subordinated debt

5,000

4,699

—

4,699

—

Accrued interest payable

1,406

1,406

—

1,406

—

Off-balance sheet financial instruments

—

—

—

—

—

~~The following presents the carrying amount, fair value, and placement in the fair value hierarchy of the Corporation’s financial instruments as of December 31, 2017:~~

	December 31, 2017										December 31, 2018
In thousands	Carrying Amount		Fair Value		Level 1		Level 2		Level 3		Carrying Amount		Fair Value		Level 1		Level 2		Level 3
Financial assets:
Cash and due from banks	$	19,304	$	19,304	$	8,313	$	10,991	$	—	$	20,105	$	20,105	$	8,190	$	11,915	$	—
Interest-bearing deposits in banks	15,137		15,137		15,137		—		—		20,800		20,800		20,800		—		—
Equity securities available for sale											1,839		1,839		1,839		—		—
Investment securities available for sale	159,051		159,051		1,784		157,267		—		161,730		161,730		—		161,730		—
Investment securities held to maturity	44,829		44,549		—		44,549		—		27,266		26,911		—		26,911		—
Loans held for sale	1,736		1,736		—		1,736		—		408		408		—		408		—
Loans, less allowance for loan losses	1,230,194		1,213,932		—		—		1,213,932		1,288,501		1,272,393		—		—		1,272,393
Accrued interest receivable	3,670		3,670		—		3,670		—		4,545		4,545		—		4,545		—
Restricted investment in bank stocks	4,773		4,773		—		4,773		—		4,336		4,336		—		4,336		—

Financial liabilities:
Demand deposits and savings	944,399		944,399		—		944,399		—		979,964		979,964		—		979,964		—
Time deposits	354,093		351,057		—		351,057		—		368,128		364,093		—		364,093		—
Short-term borrowings	36,908		36,908		—		36,908		—		34,648		34,648		—		34,648		—
Long-term borrowings	89,600		89,571		—		89,571		—		78,516		78,545		—		78,545		—
Trust preferred subordinated debt	5,000		4,692		—		4,692		—		5,000		4,701		—		4,701		—
Accrued interest payable	1,163		1,163		—		1,163		—		1,364		1,364		—		1,364		—

Off-balance sheet financial instruments	—		—		—		—		—		—		—		—		—		—

~~11.~~10. Securities Sold Under Agreements to Repurchase (Repurchase Agreements)

The Corporation enters into agreements under which it sells securities subject to an obligation to repurchase the same or similar securities. Under these arrangements, the Corporation may transfer legal control over the assets but still retain effective control through an agreement that both entitles and obligates the Corporation to repurchase the assets. As a result, these repurchase agreements are accounted for as collateralized financing agreements (i.e., secured borrowings) and not as a sale and subsequent repurchase of securities. The obligation to repurchase the securities is reflected as a liability in the Corporation’s consolidated statements of condition, while the securities underlying the repurchase agreements remain in the respective investment securities asset accounts. In other words, there is no offsetting or netting of the investment securities assets with the repurchase agreement liabilities. In addition, as the Corporation does not enter into reverse repurchase agreements, there is no such offsetting to be done with the repurchase agreements.

The right of setoff for a repurchase agreement resembles a secured borrowing, whereby the collateral would be used to settle the fair value of the repurchase agreement should the Corporation be in default (e.g., fails to make an interest payment to the counterparty). For private institution repurchase agreements, if the private institution counterparty were to default (e.g., declare bankruptcy), the Corporation could cancel the repurchase agreement (i.e., cease payment of principal and interest), and attempt collection on the amount of collateral value in excess of the repurchase agreement fair value. The collateral is held by a third-party financial institution in the counterparty’s custodial account. The counterparty has the right to sell or repledge the investment securities. For government entity repurchase agreements, the collateral is held by the Corporation in a segregated custodial account under a tri-party agreement.

3430

The following table presents the short-term borrowings subject to an enforceable master netting arrangement or repurchase agreement as of September 30, ~~2018,~~2019, and December 31, ~~2017:~~2018:

Net Amounts

Gross Amounts Not Offset

Gross

of Liabilities

in the Statements of

Amounts

Presented in

Condition

In thousands

Gross Amounts
of Recognized
Liabilities

Offset in the
Statements of
Condition

the
Statements
of Condition

Financial
Instruments

Cash
Collateral
Pledged

Net
Amount

September 30, 2018

Repurchase agreements

Commercial customers and government entities
(a)
$
38,525

$
—

$
38,525

$
(38,525
)
$
—

$
—

December 31, 2017

Repurchase agreements

Commercial customers and government entities
(a)
$
36,908

$
—

$
36,908

$
(36,908
)
$
—

$
—

					Net Amounts		Gross Amounts Not Offset
			Gross		of Liabilities		in the Statements of
			Amounts		Presented in		Condition
	Gross Amounts		Offset in the		the					Cash
	of Recognized		Statements of		Statements		Financial			Collateral		Net
In thousands	Liabilities		Condition		of Condition		Instruments			Pledged		Amount
September 30, 2019
Repurchase agreements
Commercial customers and government entities (a)	$	41,509	$	—	$	41,509	$	(41,509	)	$	—	$	—

December 31, 2018
Repurchase agreements
Commercial customers and government entities (a)	$	34,616	$	—	$	34,616	$	(34,616	)	$	—	$	—

(a) As of September 30, ~~2018,~~2019, and December 31, ~~2017,~~2018, the fair value of securities pledged in connection with repurchase agreements was ~~$43,541,000~~$41,757,000 and ~~$42,397,000,~~$39,788,000, respectively.

The following table presents the remaining contractual maturity of the master netting arrangement or repurchase agreements as of September 30, ~~2018:~~2019:

Remaining Contractual Maturity of the Agreements

In thousands

Overnight
and
Continuous

Up to 30 Days

30 - 90
Days

Greater
than 90
Days

Total

Overnight
and
Continuous

Up to 30 Days

30 - 90
Days

Greater
than 90
Days

Total

Repurchase agreements and repurchase-to-maturity transactions

U.S. Treasury and agency securities

38,525

—

38,525

41,509

—

41,509

Total

38,525

—

38,525

41,509

—

41,509

~~12.~~11. Borrowings

The Corporation had long-term debt outstanding as follows:

In thousands	September 30, 2018		December 31, 2017		September 30, 2019		December 31, 2018
FHLB advances	$	74,216	$	85,000	$	64,216	$	75,216
Loan payable to local bank	4,509		4,600		1,952		2,300
Loan payable to local bank	1,000		—		900		1,000
Trust preferred subordinated debt	5,000		5,000		5,000		5,000
	$	84,725	$	94,600	$	72,068	$	83,516

The FHLB advances are collateralized by the assets defined in the security agreement and FHLB capital stock. FHLB advances have maturity dates from ~~2018~~2019 to ~~2022~~2023 with a weighted average rate of ~~2.35%~~2.54%.

The first loan payable to a local bank has a fixed rate of 4.5% for the first five years and a variable rate of interest with Prime Rate thereafter to final maturity in June 2028. The principal balance of this note may be prepaid at any time without penalty.

The second loan payable to a local bank is a commercial revolving line of credit which has a variable rate equal to the Wall Street Journal Prime Rate ~~5.25%~~minus 0.25%, 4.75% at September 30, ~~2018.~~2019. Principal shall be payable when and in ~~amounts demanded by the Bank. The line has an initial expiration date of May 1, 2019.~~

3531

amounts demanded by the bank. The principal balance of this note may be prepaid at any time without penalty.

The trust preferred subordinated debt is comprised of debt securities issued by New Windsor in June 2005 and assumed by ACNB Corporation through the acquisition. New Windsor issued $5,000,000 of 6.39% fixed rate capital securities to institutional investors in a private pooled transaction. The proceeds were transferred to New Windsor as trust preferred subordinated debt under the same terms and conditions. The Corporation then contributed the full amount to the Bank in the form of Tier 1 capital. The Corporation has, through various contractual arrangements, fully and unconditionally guaranteed all of the trust obligations with respect to the capital securities.

~~13.~~12. Goodwill and Other Intangible Assets

Goodwill represents the excess of the cost of an acquisition over the fair value of the net assets acquired. Other intangible assets represent purchased assets that lack physical substance but can be distinguished from goodwill because of contractual or other legal rights. Intangible assets that have finite lives, such as core deposit intangibles, customer relationship intangibles and renewal lists, are amortized over their estimated useful lives and subject to periodic impairment testing. Core deposit intangibles are primarily amortized over ten years using accelerated methods. Customer renewal lists are amortized over their estimated useful lives which range from eight to ~~thirteen~~fifteen years.

~~This~~The acquisition of New Windsor resulted in goodwill of approximately $13,272,000 and generated $2,418,000 in core deposit intangibles.

Combining goodwill resulting from this transaction with existing goodwill from ~~the 2005~~ RIG ~~purchase~~purchases of $6,308,000, total goodwill included in the Corporation’s consolidated statement of condition is $19,580,000. ~~Goodwill is not deductible for federal income tax purposes.~~ Goodwill, which has an indefinite useful life, is evaluated for impairment annually and is evaluated for impairment more frequently if events and circumstances indicate that the asset might be impaired.

The carrying value and accumulated amortization of the intangible assets (RIG customer lists and New Windsor core deposit intangibles) are as follows:

In thousands	Gross carrying amount		Accumulated amortization		Gross carrying amount		Accumulated amortization
RIG amortized intangible assets	$	7,263	$	6,514	$	9,890	$	6,803
New Windsor core deposit intangibles	2,418		539		2,418		925

The RIG intangible assets are being amortized ~~over 10 years~~ on a straight line ~~basis.~~basis over their estimated useful lives which range from eight to fifteen years. The New Windsor core deposit intangible is being amortized using a sum of the year’s method over a 10-year period.

Goodwill is subject to impairment testing at the reporting unit level, which must be conducted at least annually. The Corporation performs impairment testing during the fourth quarter of each year, or more frequently if impairment indicators exist. We also continue to monitor other intangibles for impairment and to evaluate carrying amounts, as necessary.

~~14.~~13. ~~New Accounting Pronouncements~~

~~ASU 2016-02, ASU 2018-10 and ASU 2018-11~~Revenue Recognition

~~In February 2016,~~As of January 1, 2018, the ~~FASB issued~~Corporation adopted ASU ~~2016-02,~~2014-09, ~~Leases~~Revenue from Contracts with Customers (Topic 606)., as well as subsequent ASUs that modified ASC 606. The Company has elected to apply the ASU and all related ASUs using the cumulative effect approach. The implementation of the guidance had no material impact on the measurement or recognition of revenue of prior periods. The Corporation generally fully satisfies its performance obligations on its contracts with customers as services are rendered and the transaction prices are typically fixed; charged either on a periodic basis or based on activity. Because performance obligations are satisfied as services are rendered and the transaction prices are fixed, there is little judgment involved in applying Topic 606 that significantly affects the determination of the amount and timing of revenue from contracts with customers.

From the lessee’s perspective, the new standard establishes a right-of-use (ROU) model that requires a lessee to record an ROU asset and a lease liability on the balance sheet for all leases with terms longer than 12 months. Leases will be classified as either finance or operating, with classification affecting the pattern of expense recognition in the income statement for a lessee. From the lessor’s perspective, the new standard requires a lessor to classify leases as either sales-type, finance or operating. A lease will be treated as a sale if it transfers all of the risks and rewards, as well as control of the underlying asset,Additional disclosures related to the ~~lessee. If risks and rewards~~Corporation’s largest sources of noninterest income within the consolidated statements of income that are ~~conveyed without the transfer of control, the lease is treated~~subject to ASC 606 are as ~~a financing lease. If the lessor doesn’t convey risks and rewards or control, an operating lease results.~~follows:

3632

~~The new standard is effective~~Income from fiduciary, investment management and brokerage activities - ACNB Bank’s Trust & Investment Services, under the umbrella of ACNB Wealth Management, provides a wide range of financial services, including trust services for ~~fiscal years beginning after December 15, 2018,~~individuals, businesses and retirement funds. Other services include, but are not limited to, those related to testamentary trusts, life insurance trusts, charitable remainder trusts, guardianships, power of attorney, custodial accounts and investment management and advisor accounts. In addition, ACNB’s Wealth Management Department offers retail brokerage-services through a third party provider. Wealth Management clients are located primarily within the Corporation’s geographic markets. Assets held by the Corporation’s Wealth Management Department, including ~~interim periods within those fiscal years. A modified retrospective transition approach is required~~trust and retail brokerage, in an agency, fiduciary or retail brokerage capacity for ~~lessees for capital and operating leases existing at, or entered into after,~~its customers are excluded from the ~~beginning~~consolidated financial statement since they do not constitute assets of the ~~earliest comparative period presented~~Corporation. Assets held by the Wealth Management Department amounted to $373,000,000 and $361,000,000 at September 30, 2019 and 2018, respectively. Income from fiduciary, investment management and brokerage activities are included in the financial statements, with certain practical expedients available. A modified retrospective transition approach is required for lessors for sales-type, direct financing, and operating leases existing at, or entered into after, the beginning of the earliest comparative period presented in the financial statements, with certain practical expedients available.

~~In July 2018, the FASB issued ASU 2018-10,~~ ~~Codification Improvements to Topic 842, Leases.~~ ~~In this ASU, FASB corrects inconsistencies in the guidance and clarifies how to apply certain provisions of the leases standard. The amendment targets 16 issues:~~

· ~~residual value guarantees;~~

· ~~rate implicit in the lease;~~

· ~~lessee reassessment of lease classification;~~

· ~~lessor reassessment of lease term and purchase option;~~

· ~~variable lease payments that depend on an index or a rate;~~

· ~~investment tax credits;~~

· ~~lease term and purchase option;~~

· ~~transition guidance for amounts previously recognized in business combinations;~~

· ~~recognition of certain transition adjustments in earnings rather than equity;~~

· ~~transition guidance for leases previously classified as capital leases under Topic 840;~~

· ~~transition guidance for modifications to leases previously classified as direct financing or sales-type leases under Topic 840;~~

· ~~transition guidance for sale and leaseback transactions;~~

· ~~impairment of net investment in the lease;~~

· ~~unguaranteed residual asset;~~

· ~~effect of initial direct costs on rate implicit in the lease; and,~~

· ~~failed sale and leaseback transaction.~~other income.

The ~~effective~~majority of trust services revenue is earned and collected monthly, with the amount determined based on the investment funds in each trust multiplied by a fee schedule for type of trust. Each trust has one integrated set of performance obligations so no allocation is required. The performance obligation is met by performing the identified fiduciary service. Successful performance is confirmed by ongoing internal and regulatory control, measurement is by valuing the trust assets at a monthly date to which a fee schedule is applied. Wealth management fees are contractually agreed with each customer, and ~~transition requirements~~fee levels vary based mainly on the size of assets under management. The costs of acquiring trust customers are ~~consistent~~incremental and recognized within noninterest expense in the consolidated statements of income.

Service charges on deposit accounts - Deposits are included as liabilities in the consolidated balance sheets. Service charges on deposit accounts include: overdraft fees, which are charged when customers overdraw their accounts beyond available funds; automated teller machine (ATM) fees charged for withdrawals by deposit customers from other financial institutions’ ATMs; and a variety of other monthly or transactional fees for services provided to retail and business customers, mainly associated with ~~ASU 2016-02. For entities~~checking accounts. All deposit liabilities are considered to have one-day terms and therefore related fees are recognized in income at the time when the services are provided to the customers. Incremental costs of obtaining deposit contracts are not significant and are recognized as expense when incurred within noninterest expense in the consolidated statements of income.

Interchange revenue from debit card transactions - The Corporation issues debit cards to consumer and business customers with checking, savings or money market deposit accounts. Debit card and ATM transactions are processed via electronic systems that involve several parties. The Corporation’s debit card and ATM transaction processing is executed via contractual arrangements with payment processing networks, a processor and a settlement bank. As described above, all deposit liabilities are considered to have ~~early adopted Topic 842 issued~~one-day terms and therefore interchange revenue from customers’ use of their debit cards to initiate transactions are recognized in ~~ASU 2016-02,~~income at the ~~amendments~~time when the services are ~~effective upon issuance.~~provided and related fees received in the Corporation’s deposit account with the settlement bank. Incremental costs associated with ATM and interchange processing are recognized as expense when incurred within noninterest expense in the consolidated statements of income.

~~In July 2018, the FASB issued ASU 2018-11,~~ ~~Leases (Topic 842): Targeted Improvements.~~ The ASU provides an optional transition method for adopting the new leases guidance in Topic 842 that will eliminate comparative period reporting under the new guidance in the year of adoption. This option addresses preparer feedback about the related costs of presenting comparative periods under Topic 842. Under the optional transition method, only the most recent period presented will reflect the adoption of Topic 842 with a cumulative-effect adjustment to the opening balance of retained earnings, and the comparative prior periods will be reported under the previous guidance in Topic 840.14.

~~Also, the ASU offers lessors a practical expedient that mirrors the practical expedient already provided to lessees in ASU 2016-02,~~ ~~Leases (Topic 842)~~. The new practical expedient will allow lessors to elect, by class of underlying asset, to not separate nonlease components from the associated lease component when specified conditions are met. Examples of nonlease components include equipment maintenance services, common area maintenance services in real estate, or other goods or services provided to the lessee apart from the right to use the underlying asset.

~~The practical expedient must be applied consistently for all lease contracts.~~

The effective date and transition requirements for lessors electing the practical expedient for separating components of a contract are the same as the requirements for Topic 842 issued in ASU 2016-02. For entities that have early adopted Topic 842, the ASU provides specific transition guidance for lessors electing the practical expedient.

While the Corporation is currently evaluating the timing and impact of adopting ASU 2016-02, ASU 2018-10 and ASU 2018-11, the ultimate impact of adopting ASU 2016-02, ASU 2018-10 and ASU 2018-11 will depend on the Corporation’s lease portfolio as of the adoption date and interest rates at that time. The Corporation expects to recognize right-of-use assets and lease liabilities for substantially all of its operating lease commitments based on the present value of committed lease payments as of the date of adoption. The effect on operations and capital adequacy is not expected to be material.New Accounting Pronouncements

ASU 2016-13

In June 2016, the FASB issued ASU 2016-13, Financial Instruments - Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments.

ASU 2016-13 requires credit losses on most financial assets measured at amortized cost and certain other instruments to be measured using an expected credit loss model (referred to as the current expected credit loss (CECL) model). Under this model, entities will estimate credit losses over the entire contractual term of the instrument (considering estimated prepayments, but not expected extensions or modifications unless reasonable expectation of a troubled debt restructuring exists) from the date of initial recognition of that instrument.

The ASU also replaces the current accounting model for purchased credit impaired loans and debt securities. The allowance for credit losses for purchased financial assets with a more-than insignificant amount of credit deterioration since origination (“PCD assets”), should be determined in a similar manner to other financial assets measured on an amortized cost basis. However, upon initial recognition, the allowance for credit losses is added to the purchase price (“

(“gross up approach”) to determine the initial amortized cost basis. The subsequent accounting for PCD financial assets is the same expected loss model described above.

Further, the ASU made certain targeted amendments to the existing impairment model for available-for-sale (AFS) debt securities. For an AFS debt security for which there is neither the intent nor a more-likely-than-not requirement to sell, an entity will record credit losses as an allowance rather than a write-down of the amortized cost basis.

Certain incremental disclosures are required. Until recently, the new CECL standard was expected to become effective for the Corporation on January 1, 2020, and for interim periods within that year. In October 2019, FASB voted to delay implementation of the new CECL standard for certain companies, including those companies that qualify as a smaller reporting company under SEC rules, until January 1, 2023. The Corporation currently expects to continue to qualify as a smaller reporting company, based upon the current SEC definition, and as a result, will likely be able to defer implementation of the new CECL standard for a period of time. The Corporation will not early adopt as of January 1, 2020, but will continue to review factors that might indicate that the full deferral time period should not be used. The Corporation continues to evaluate the impact the CECL model will have on the accounting for credit losses, but the Corporation expects to recognize a one-time cumulative-effect adjustment to the allowance for loan losses as of the beginning of the first reporting period in which the new standard is effective, ~~for fiscal years beginning after December 15, 2019, including interim periods within~~consistent with regulatory expectations set forth in interagency guidance issued at the fiscal year. For public business entities that are SEC filers, the amendments are effective for fiscal years beginning after December 15, 2019, including interim periods within those fiscal years, with early adoption permitted.

end of 2016. The Corporation ~~is currently evaluating~~cannot yet determine the magnitude of any such one-time cumulative adjustment or of the overall impact ~~this ASU will have~~of the new standard on its consolidated financial condition or results of operations. Management has developed a committee to address CECL and the committee is currently evaluating options to comply with the ASU in a timely manner.

~~ASU 2017-08~~

~~In March 2017, the FASB issued ASU 2017-08,~~ ~~Premium Amortization on Purchased Callable Debt Securities~~.

ASU 2017-08 shortens the amortization period for premiums on purchased callable debt securities to the earliest call date (i.e., yield-to-earliest call amortization), rather than amortizing over the full contractual term. The ASU does not change the accounting for securities held at a discount.

The amendments apply to callable debt securities with explicit, noncontingent call features that are callable at fixed prices and on preset dates. If a security may be prepaid based upon prepayments of the underlying loans, not because the issuer exercised a date specific call option, it is excluded from the scope of the new standard. However, for instruments with contingent call features, once the contingency is resolved and the security is callable at a fixed price and preset date, the security is within the scope of the amendments. Further, the amendments apply to all premiums on callable debt securities, regardless of how they were generated.

The amendments require companies to reset the effective yield using the payment terms of the debt security if the call option is not exercised on the earliest call date. If the security has additional future call dates, any excess of the amortized cost basis over the amount repayable by the issuer at the next call date should be amortized to the next call date.

The amendments are effective for public business entities for fiscal years beginning after December 15, 2018, including interim periods within those years. Early adoption is permitted, including adoption in an interim period. 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.

The Corporation has evaluated the provision of ASU 2017-08 to determine the potential impact of the new standard and has determined that it is not expected to have a significant impact on its consolidated financial condition or results of operations, as the Corporation holds one security that this ASU would impact.

~~ASU 2017-04~~

~~In January 2017, the FASB issued ASU 2017-04,~~ ~~Simplifying the Test for Goodwill Impairment.~~

ASU 2017-04 eliminates Step 2 of the goodwill impairment test. As such, an entity will perform its annual, or interim, goodwill impairment test by comparing the fair value of a reporting unit with its carrying amount. An entity should recognize a goodwill impairment charge for the amount by which the reporting unit’s carrying amount exceeds its fair value. If fair value exceeds the carrying amount, no impairment should be recorded. Any loss recognized should not exceed the total amount of goodwill allocated to that reporting unit. Impairment losses on goodwill cannot be reversed once recognized.

An entity may still perform the optional qualitative assessment for a reporting unit to determine if it is more likely than not that goodwill is impaired. However, the ASU eliminates the requirement to perform a qualitative assessment for any reporting unit with a zero or negative carrying amount. Therefore, the same one-step impairment assessment will apply to all reporting units. However, for a reporting unit with a zero or negative carrying amount, the ASU adds a requirement to disclose the amount of goodwill allocated to it and the reportable segment in which it is included.

For public business entities that are SEC filers, the amendments are effective with their annual or any interim goodwill impairment tests in fiscal years beginning after December 15, 2019. Early adoption is permitted for interim or annual goodwill impairment tests performed on testing dates after January 1, 2017.

The Corporation has evaluated the provision of ASU 2017-04 to determine the potential impact of the new standard and has determined that it is not expected to have an impact on its consolidated financial condition or results of operations based on the current circumstances.

~~ASU 2018-09~~

~~In July 2018, the FASB issued ASU 2018-09,~~ ~~Codification Improvements.~~

The ASU contains various improvements to various topics in the codification, including clarification that an entity must disclose the required and actual amounts of regulatory capital for each measure of regulatory capital for which the entity must comply.

For year-end public business entities, the improvements are effective upon issuance, which was July 2018. The Corporation has evaluated the improvements of ASU 2018-09 and determined that the ASU will not impact its consolidated financial condition or results of operations since the Corporation already discloses capital requirements with the Management’s Discussion and Analysis section of the Form 10-Q.

~~ASU 2018-13~~

~~In August 2018, the FASB issued ASU 2018-13,~~ ~~Fair Value Measurement (Topic 820): Disclosure Framework—Changes to the Disclosure Requirements for Fair Value Measurement.~~

~~This ASU removes, modifies, and adds to existing fair value measurement disclosure requirements. The following are removed:~~

· ~~transfers between Level 1 and Level 2 of the fair value hierarchy;~~

· ~~the policy for determining when transfers between any of the three levels have occurred; and,~~

· ~~the valuation processes used for Level 3 measurements.~~

~~The following are modified:~~

· ~~a clarification that the Level 3 measurement uncertainty disclosure should communicate information about the uncertainty at the balance sheet date.~~

~~The following are new:~~

· ~~for public entities, the changes in unrealized gains and losses for the period included in other comprehensive income for recurring Level 3 instruments held at the balance sheet date; and,~~

· for public entities, the range and weighted average of significant unobservable inputs used for Level 3 measurements. For certain unobservable inputs, an option to disclose other quantitative information in place of the weighted average is available to the extent that it would be a more reasonable and rational method to reflect the distribution of unobservable inputs.

The ASU is effective for all entities in fiscal years beginning after December 15, 2019, including interim periods, which is first effective for calendar year entities in the March 31, 2020, interim financial statements. Early adoption is permitted. In addition, an entity may early adopt any of the removed or modified disclosures immediately and delay adoption of the new disclosures until the effective date.

~~The Corporation is currently evaluating the impact this ASU will have on its consolidated financial condition or results of operations.~~

ASU 2018-14

In August 2018, the FASB issued ASU 2018-14, Compensation—Retirement Benefits—Defined Benefit Plans—General (Topic 715-20): Disclosure Framework—Changes to the Disclosure Requirements for Defined Benefit Plans.

The ASU removes the following disclosures:

· the amounts in accumulated other comprehensive income that the entity expects to recognize in net periodic benefit cost during the next fiscal year;

· the amount and timing of plan assets expected to be returned to the employer; and,

· certain related party disclosures.

The ASU clarifies the following disclosure requirements:

· the projected benefit obligation (PBO) and fair value of plan assets for plans with PBOs in excess of plan assets must be disclosed; and,

· the accumulated benefit obligation (ABO) and fair value of plan assets for plans with ABOs in excess of plan assets must be disclosed.

The ASU adds the following disclosure requirements:

· the weighted-average interest crediting rates for cash balance plans and other plans with promised interest crediting rates; and,

· an explanation of the reasons for significant gains and losses related to changes in the benefit obligation for the period.

The ASU is effective for public business entities in fiscal years ending after December 15, 2020. Early adoption is permitted.

The Corporation is currently evaluating the impact this ASU will have on its consolidated financial condition or results of operations.

4134

ACNB CORPORATION

ITEM 2 - MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

INTRODUCTION AND FORWARD-LOOKING STATEMENTS

Introduction

The following is management’s discussion and analysis of the significant changes in the financial condition, results of operations, comprehensive income, capital resources, and liquidity presented in its accompanying consolidated financial statements for ACNB Corporation (the Corporation or ACNB), a financial holding company. Please read this discussion in conjunction with the consolidated financial statements and disclosures included herein. Current performance does not guarantee, assure or indicate similar performance in the future.

Forward-Looking Statements

In addition to historical information, this Form 10-Q contains forward-looking statements. Examples of forward-looking statements include, but are not limited to, (a) projections or statements regarding future earnings, expenses, net interest income, other income, earnings or loss per share, asset mix and quality, growth prospects, capital structure, and other financial terms, (b) statements of plans and objectives of management or the Board of Directors, and (c) statements of assumptions, such as economic conditions in the Corporation’s market areas. Such forward-looking statements can be identified by the use of forward-looking terminology such as “believes”, “expects”, “may”, “intends”, “will”, “should”, “anticipates”, or the negative of any of the foregoing or other variations thereon or comparable terminology, or by discussion of strategy. Forward-looking statements are subject to certain risks and uncertainties such as local economic conditions, competitive factors, and regulatory limitations. Actual results may differ materially from those projected in the forward-looking statements. Such risks, uncertainties and other factors that could cause actual results and experience to differ from those projected include, but are not limited to, the following: the effects of governmental and fiscal policies, as well as legislative and regulatory changes; the effects of new laws and regulations, specifically the impact of the Tax Cuts and Jobs Act and the Dodd-Frank Wall Street Reform and Consumer Protection Act; impacts of the ~~new~~ capital and liquidity requirements of the Basel III standards; the effects of changes in accounting policies and practices, as may be adopted by the regulatory agencies, as well as the Financial Accounting Standards Board and other accounting standard setters; ineffectiveness of the business strategy due to changes in current or future market conditions; future actions or inactions of the United States government, including the effects of short- and long-term federal budget and tax negotiations and a failure to increase the government debt limit or a prolonged shutdown of the federal government; the effects of economic conditions on current customers, specifically the effect of the economy on loan customers’ ability to repay loans; the effects of competition, and of changes in laws and regulations on competition, including industry consolidation and development of competing financial products and services; the risks of changes in interest rates on the level and composition of deposits, loan demand, and the values of loan collateral, securities, and interest rate protection agreements, as well as interest rate risks; difficulties in acquisitions and integrating and operating acquired business operations, including information technology difficulties; challenges in establishing and maintaining operations in new markets; the effects of technology changes; volatilities in the securities markets; the effect of general economic conditions and more specifically in the Corporation’s market area; the failure of assumptions underlying the establishment of reserves for loan losses and estimations of values of collateral and various financial assets and liabilities; acts of war or terrorism; disruption of credit and equity markets; the ability to manage current levels of impaired assets; the loss of certain key officers; the ability to maintain the value and image of the Corporation’s brand and protect the Corporation’s intellectual property rights; continued relationships with major customers; and, potential impacts to the Corporation from continually evolving cybersecurity and other technological risks and attacks, including additional costs, reputational damage, regulatory penalties, and financial losses. We caution readers not to place undue reliance on these forward-looking statements. They only reflect management’s analysis as of this date. The Corporation does not revise or update these forward-looking statements to reflect events or changed circumstances. Please carefully review the risk factors described in other documents the Corporation files from time to time with the Securities and Exchange Commission, including the Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q, and any Current Reports on Form 8-K.

CRITICAL ACCOUNTING POLICIES

The accounting policies that the Corporation’s management deems to be most important to the portrayal of its financial condition and results of operations, and that require management’s most difficult, subjective or complex judgment, often result in the need to make estimates about the effect of such matters which are inherently uncertain. The following policies are deemed to be critical accounting policies by management:

4235

The allowance for loan losses represents management’s estimate of probable losses inherent in the loan portfolio. Management makes numerous assumptions, estimates and adjustments in determining an adequate allowance. The Corporation assesses the level of potential loss associated with its loan portfolio and provides for that exposure through an allowance for loan losses. The allowance is established through a provision for loan losses charged to earnings. The allowance is an estimate of the losses inherent in the loan portfolio as of the end of each reporting period. The Corporation assesses the adequacy of its allowance on a quarterly basis. The specific methodologies applied on a consistent basis are discussed in greater detail under the caption, Allowance for Loan Losses, in a subsequent section of this Management’s Discussion and Analysis of Financial Condition and Results of Operations.

The evaluation of securities for other-than-temporary impairment requires a significant amount of judgment. In estimating other-than-temporary impairment losses, management considers various factors including the length of time the fair value has been below cost, the financial condition of the issuer, and the Corporation’s intent to sell, or requirement to sell, the security before recovery of its value. Declines in fair value that are determined to be other than temporary are charged against earnings.

Accounting Standard Codification (ASC) Topic 350, Intangibles — Goodwill and Other, requires that goodwill is not amortized to expense, but rather that it be assessed or tested for impairment at least annually. Impairment write-downs are charged to results of operations in the period in which the impairment is determined. The Corporation did not identify any impairment on RIG’s outstanding goodwill from its most recent testing, which was performed as of October 1, ~~2017.~~2018. A qualitative assessment on the Bank’s outstanding goodwill, resulting from the 2017 New Windsor acquisition, was performed on the anniversary date of the merger which showed no impairment. Subsequent to that evaluation, ACNB concluded that it would be preferable to evaluate goodwill in the fourth quarter at year-end. This date was preferable from the anniversary date measurement as events happening nearer to year-end could be factored in if necessary. The second evaluation again revealed no impairment and it was agreed to continue to evaluate goodwill for the Bank at or near year-end. If certain events occur which might indicate goodwill has been impaired, the goodwill is tested for impairment when such events occur. The Corporation has not identified any such events and, accordingly, has not tested goodwill resulting from the acquisition of New Windsor Bancorp, Inc. (New Windsor) for impairment during the nine months ended September 30, ~~2018. ACNB plans on testing New Windsor goodwill during 2018.~~2019. Other acquired intangible assets ~~with~~that have finite lives, such as core deposit intangibles, customer relationship intangibles and renewal lists, are ~~required to be~~ amortized over ~~the~~their estimated ~~lives. These~~useful lives and subject to periodic impairment testing. Core deposit intangibles are ~~generally~~primarily amortized over ten years using accelerated methods. Customer renewal lists are amortized using the straight line method over their estimated useful lives ~~of ten~~which range from eight to fifteen years.

RESULTS OF OPERATIONS

Quarter ended September 30, ~~2018,~~2019, compared to Quarter ended September 30, ~~2017~~2018

Executive Summary

Net income for the three months ended September 30, ~~2018,~~2019, was ~~$6,039,000,~~$6,310,000, compared to ~~$1,912,000~~$6,039,000 for the same quarter in ~~2017,~~2018, an increase of ~~$4,127,000~~$271,000 or ~~215.8%~~4.5%. Basic earnings per share for the three month period was $0.89 in 2019 and $0.86 in 2018, ~~and $0.27 in 2017.~~or a 3.5% increase. The higher net income infor the third quarter of ~~2018~~2019 was primarily a result of ~~merger expenses incurred in the third quarter~~higher net interest income from increased volume and rate of 2017, the additional revenue and cost efficiencies of the acquisition of New Windsor on July 1, 2017, as well as organic net revenue growth. In addition, net income was aided by a lower effective tax rate due to the Tax Cuts and Jobs Act effective on January 1, 2018.earning assets. Net interest income for the quarter ended September 30, ~~2018~~2019 increased ~~$851,000,~~$632,000, or ~~6.3%~~4.4%, as increases in total interest income were greater than increases in total interest ~~expense including net interest income earned on the acquired earning asset and paying liabilities acquired from New Windsor.~~expense. Provision for loan losses was ~~$200,000~~$150,000 for the quarter ended September 30, ~~2018,~~2019, compared to $0$200,000 for the same quarter in ~~2017,~~2018, based on the adequacy analysis of the allowance for loan losses calculation at the end of each period, resulting in an allowance to total loans of ~~1.05%~~1.08% at September 30, ~~2018.~~2019. Other income increased ~~$195,000,~~$816,000, or ~~5.0%~~19.8%, due in part to increases ~~from the New Windsor sources (brokerage, investment, and trust)~~in deposit fee income and insurance agency revenue. Other expenses ~~decreased $4,011,000,~~increased $1,118,000, or ~~27.0%~~10.3%, due in part to ~~$4,305,000~~increases in ~~merger-related~~salaries and benefits and a deposit rewards program that increased revenue. Also increasing expenses ~~incurred in~~during the third quarter ~~2017; otherwise increased~~of 2019 were $516,000 in merger related expenses ~~included technology costs and expenses related to~~for the ~~operation~~ongoing proposed acquisition of ~~the new southern market, NWSB Bank, A Division of ACNB Bank.~~Frederick County Bancorp, Inc. (FCBI).

Net Interest Income

Net interest income totaled ~~$14,413,000~~$15,045,000 for the three months ended September 30, ~~2018,~~2019, compared to ~~$13,562,000~~$14,413,000 for the same period in ~~2017,~~2018, an increase of ~~$851,000,~~$632,000, or ~~6.3%~~4.4%. Net interest income increased due to an increase in interest income to a greater extent than an increase in interest expense. Interest income increased ~~$1,173,000,~~$1,415,000, or ~~7.8%~~8.7%, due to a ~~1.6%~~3.9% increase in average earning asset volume from organic growth and increased rates due to market increases ~~and due to~~net of decreased purchase accounting adjustments. The increase in interest expense resulted from deposit rate increases in addition to organic deposit

growth. Increased lending ~~average~~(average volume was up ~~0.6%,~~1.8%) was a result of a concerted effort by management to offset the recent year trend of ~~interest income decreases due to~~ the market area’s heightened competition and declines in the U.S. Treasury yields and other market driver interest rates. Only in recent quarters has this trend reversed to higher yields although the difference between longer term rates and shorter term rates is ~~compressed.~~inverted. These driver rates affect new loan originations and are indexed to a portion of the loan portfolio in that a change in the driver rates changes the yield on new loans and on existing loans at subsequent interest rate reset dates.

In this manner, interest income yield was ~~negatively~~positively affected as new loans replace paydowns on existing loans and variable rate loans reset to new ~~lower~~current rates in ~~recent~~these years. Interest income increased on investment securities due to new purchases at higher market rates. An appropriate amount of earning assets remained in short-term, low-rate money market type accounts during the third quarter of ~~2018;~~2019; and there exists ample ability to borrow for liquidity needs. The ability to increase lending is contingent on the effects of intense competition that has reduced new loans and may result in the payoff of existing loans, as well as economic conditions in the Corporation’s marketplace. As to funding costs, interest rates on alternative funding sources, such as the FHLB, and other market driver rates are factors in rates the Corporation and the local market pay for deposits. However, during the ~~third quarter of 2018, several of the core deposit rates continued at rate levels in response to continued low~~recent quarters, rates on ~~earning assets.~~time deposits were raised in order to compete with competition to increase this funding source. Interest expense increased ~~$322,000,~~$783,000, or ~~20.8%~~41.9%, due to higher rates on transaction deposits, certificate of deposit rate increases ~~and~~partially offset by less use of higher cost borrowings. This trend of higher rates is expected to continue due to higher rates at competing banks due to liquidity needs ~~in conjunction with~~despite the Federal Reserve FOMC ~~raising~~current position of decreasing short-term rates after increasing these rates in stages starting in mid-December ~~2015 and continuing through 2018. For more information about interest rate risk, please refer~~2015; the current range is 2.00% to ~~Item 7A — “Quantitative and Qualitative Disclosures about Market Risk” in the Annual Report on Form 10-K for the fiscal year ended December 31, 2017, and filed with the SEC on March 9, 2018.~~2.25%. Over the longer term, the Corporation continues its strategic direction to increase asset yield and interest income by means of loan growth and rebalancing the composition of earning ~~assets.~~assets to commercial loans.

The net interest spread for the third quarter of ~~2018~~2019 was ~~3.64%~~3.58% compared to ~~3.50%~~3.64% during the same period in ~~2017.~~2018. Also comparing the third quarter of ~~2018~~2019 to ~~2017,~~2018, the yield on interest earning assets increased by ~~0.24%~~0.20% and the cost of interest bearing liabilities increased by ~~0.10%~~0.26%. The net interest margin was 3.80% for the third quarter of 2019 and 3.78% for the third quarter of ~~2018 and 3.62% for the third quarter of 2017.~~2018. The net interest margin increase was ~~partly a result~~net of lower purchase accounting adjustments which ~~added 16~~decreased 1 basis ~~points,~~point, and ~~acquiring and~~was increased by originating loans at the current market rate in order to increase loan volume and attempt to maintain total net interest income ~~net of~~and purchasing lower yielding investments to properly collateralize local government accounts and repurchase agreements.

Average earning assets were ~~$1,512,000,000~~$1,571,000,000 during the third quarter of ~~2018,~~2019, an increase of ~~$24,000,000~~$59,000,000 from the average for the third quarter of ~~2017.~~2018. Average interest bearing liabilities were ~~$1,172,000,000~~$1,177,000,000 in the third quarter of ~~2018,~~2019, an increase of ~~$19,000,000~~$5,000,000 from the same period in ~~2017.~~2018. Non-interest demand deposits increased ~~$13,000,000~~$23,000,000 on average.

Provision for Loan Losses

The provision for loan losses was $150,000 in the third quarter of 2019 and $200,000 in the third quarter of ~~2018 and $0 in the third quarter of 2017.~~2018. The determination of a need for a provision was a result of the analysis of the adequacy of the allowance for loan losses calculation. The allowance for loan and lease losses does not include the loans acquired from the New Windsor acquisition which were recorded at fair value as of the acquisition date. Without the New Windsor acquired loans, total impaired loans at September 30, ~~2018~~2019 were ~~24.0%~~4.7% lower when compared to December 31, ~~2017.~~2018. Nonaccrual loans decreased by ~~37.7%~~7.9%, or ~~$2,393,000,~~$271,000, since December 31, ~~2017;~~2018; all substandard loans decreased by ~~11.9%~~5.5% in that period. Each quarter, the Corporation assesses risk in the loan portfolio compared with the balance in the allowance for loan losses and the current evaluation factors. Management concluded that the loan portfolio exhibited continued general improvement in quantitative and qualitative measurements as shown in the tables and narrative in this Management’s Discussion and Analysis and the Notes to the Consolidated Financial Statements. This assessment concluded that credit quality was stable, charge offs were low, and past due loans manageable. This same analysis concluded that the unallocated allowance should be in the same range in ~~2018~~2019 compared with the previous quarter. For more information, please refer to Allowance for Loan Losses in the following Financial Condition section of this Management’s Discussion and Analysis of Financial Condition and Results of Operations. ACNB charges confirmed loan losses to the allowance and credits the allowance for recoveries of previous loan charge-offs. For the third quarter of ~~2018,~~2019, the Corporation had net charge-offs of $283,000, as compared to a net recovery of $71,000 ~~as compared to net charge-offs of $43,000~~ for the third quarter of ~~2017.~~2018.

Other Income

Total other income was ~~$4,125,000~~$4,941,000 for the three months ended September 30, ~~2018,~~2019, up ~~$195,000,~~$816,000, or ~~5.0%~~19.8%, from the third quarter of ~~2017.~~2018. Fees from deposit accounts ~~decreased~~increased by ~~$31,000,~~$178,000, or ~~3.6%~~21.2%, due to ~~variations in volume.~~an enhanced fee schedule connected to the retail deposit rewards program. Fee volume also varies with balance levels, account transaction activity, and customer-driven events such as overdrawing account balances. Various specific government regulations effectively limit fee assessments related to deposit accounts, making future revenue levels uncertain. Revenue from ATM and debit card transactions increased by ~~$119,000~~$43,000 or ~~24.3%~~7.1%, to ~~$609,000~~$652,000 due to variations in volume and mix. The longer term trend had been increases resulting from consumer desire to use more electronic delivery ~~channels;~~channels (Internet and mobile applications); however, regulations or legal

challenges for large financial institutions may impact industry pricing for such transactions and fees in connection therewith in future periods, the effect of which cannot be currently quantified.

A more immediate challenge to this revenue source is the retail ~~system-wide~~system general business-wide security breaches in the merchant base that are not specifically associated with the Bank and that are negatively affecting consumer confidence in the debit card channel. Income from fiduciary, investment management and brokerage activities, which includes fees from both institutional and personal trust, investment management services, estate settlement and brokerage services, totaled ~~$632,000~~$651,000 for the three months ended September 30, ~~2018,~~2019, as compared to ~~$489,000~~$632,000 for the third quarter of ~~2017,~~2018, a ~~29.2%~~3.0% net increase as a net result of higher fee volume from increased assets under management, higher sporadic estate fee income and ~~higher~~varying fees on brokerage ~~relationships brought over in the New Windsor acquisition.~~relationship transactions. Earnings on bank-owned life insurance ~~decreased~~increased by ~~$7,000,~~$27,000, or ~~2.5%~~10.0%, as a result of more insurance in place and varying crediting rates. At the Corporation’s wholly-owned insurance subsidiary, Russell Insurance Group, Inc. (RIG), revenue was up by ~~$137,000,~~$313,000, or ~~10.4%~~21.6%, to ~~$1,450,000~~$1,763,000 during the period due to higher direct bill ~~volume.~~volume, including volume on new books of business purchased in the interim period and net of lower contingent commissions. A continuing risk to RIG revenue is nonrenewal of large commercial accounts and actions by insurance carriers to reduce commissions paid to agencies such as RIG. Contingent or extra commission payments from insurance carriers are received in the second quarter of each year. Contingent commissions in 2019 were lower than 2018 due to loss trends in the entire insurance marketplace. Heightened pressure on commissions is expected to continue in this business line from insurance company actions. There ~~was a $31,000 net gain on sales of securities during the third quarter of 2018 and~~were no gains or losses on sales of securities during the third quarter of ~~2017.~~2019 and 2018. A ~~$23,000~~$31,000 net ~~loss~~gain was recognized on local bank and CRA-related equity securities during the third quarter of ~~2018~~2019 due to frequent market value changes in publicly-traded stocks, compared to a $23,000 net loss during the ~~adoption~~third quarter of ~~ASU 2016-01 on January 1,~~ 2018. Other income in the three months ended September 30, ~~2018,~~2019, was ~~down~~up by ~~$174,000,~~$213,000, or ~~35.4%~~67.0%, to ~~$318,000~~$531,000 due to ~~lower~~higher sales of residential mortgages and ~~the timing of an annual printed check incentive receipt, partially offset~~ by ~~various~~net other fee income increases, mostly volume related.

Other Expenses

Other expenses for the quarter ended September 30, ~~2018~~2019 were ~~$10,856,000, a decrease~~$11,974,000, an increase of ~~$4,011,000~~$1,118,000 or ~~27.0%~~10.3%. Acquisition and integration costs related to the New Windsor acquisition totaled $0 for the third quarter of 2018 compared to $4,305,000 for the third quarter of 2017. Merger expenses in all of 2017 included legal and consulting expenses to effect the legal merger, investment banking and preparing purchase accounting adjustments. Integration expenses included certain severance payments to New Windsor staff separated by the merger, consultant costs to integrate New Windsor bank systems into ACNB’s, and the cost to terminate all New Windsor core banking and electronic technology systems contracts. These costs were all necessary to provide requisite internal controls and cost effective core banking technology systems going forward. The costs of integrating all systems into one system was important to the merger viability, ongoing system integrity and realization of cost reductions.

The largest component of other expenses is salaries and employee benefits, which ~~decreased~~increased by ~~$155,000,~~$780,000, or ~~2.3%~~11.9%, when comparing the third quarter of ~~2018~~2019 to the same period a year ago. Overall, the ~~decrease~~increase in salaries and employee benefits was the result of increases ~~and decreases~~ as follows:

· ~~turnover and delays in~~ replacing customer-facing staff due to a competitive labor market;

· leadership retirement at RIG required overlapping salaries while transitioning; plus a new acquired location;

· increased staff in support functions and higher skilled mix of employees necessitated by regulations and growth;

· normal merit increases to employees and associated payroll taxes;

· varying performance-based commissions, restricted stock grants and incentives;

· ~~efficiencies garnered~~market changes in actively managing employee benefit plan costs, including health insurance;

· varying cost of 401(k) plan and non-qualified retirement plan benefits; and,

· defined benefit pension expense, which was ~~down~~up by ~~$108,000,~~$127,000, or ~~(327.3)%~~169.3%, when comparing the three months ended September 30, ~~2018,~~2019, to the three months ended September 30, ~~2017,~~2018, resulting from the change in discount rates which increases or decreases the future pension obligations (creating volatility in the expense), return on assets at the latest annual evaluation date due to market conditions (equity markets were at a low point at the 2018 year-end valuation date) and changes in actuarial assumptions reflecting increased longevity.

The Corporation’s overall pension plan investment strategy is to achieve a mix of investments to meet the long-term rate of return assumption and near-term pension obligations with a diversification of asset types, fund strategies, and fund managers. The mix of investments is adjusted periodically by retaining an advisory firm to recommend appropriate allocations after reviewing the Corporation’s risk tolerance on contribution levels, funded status, plan expense, as well as any applicable regulatory requirements. However, the determination of future benefit expense is also dependent on the fair value of assets and the discount rate on the year-end measurement date, which in recent years has experienced fair value volatility and low discount rates. The expense could also be higher in future years due to volatility in the discount rates at the latest measurement date, lower plan returns, and change in mortality tables utilized. ~~The ACNB plan has maintained a well-funded status under ERISA rules.~~

4538

Net occupancy expense increased by ~~$23,000,~~$39,000, or ~~3.4%~~5.6%, mostly due to higher net lease ~~expense~~ and ~~depreciation.~~property tax expense. Equipment expense ~~increased~~decreased by ~~$237,000,~~$111,000, or ~~22.8%~~8.7%, due to ~~cost~~the lower small-ticket tech equipment expenditures and lower outsourced processing costs. Regardless of ~~instituting technologies for upcoming accounting-related changes as well as ongoing support and maintenance of financial systems applications and security technology. Equipment~~the decreased third quarter 2019 expense, equipment expense is subject to ever-increasing technology demands and the need for system upgrades for security and reliability purposes. ~~In addition, debit card processing increased due to more volume.~~

Professional services expense totaled ~~$371,000~~$263,000 during the third quarter of ~~2018,~~2019, as compared to ~~$224,000~~$371,000 for the same period in ~~2017,~~2018, a ~~change~~decrease of ~~$147,000,~~$108,000, or ~~65.6%~~29.1%. This category includes expenses related to legal corporate governance, risk, compliance management and audit engagements, and legal counsel matters in connection with loans. It varies with specific engagements that are not on a regular recurring ~~basis.~~basis; in particular loan legal expense (due to a particular loan in 2018) and loan review costs (due to engagement timing) were lower in 2019.

Marketing and corporate relations expenses were ~~$98,000~~$132,000 for the third quarter of ~~2018,~~2019, or ~~17.6% lower,~~34.7% higher, as compared to the same period of ~~2017.~~2018. Marketing expense varies with the timing and amount of planned advertising production and media expenditures, typically related to the promotion of certain in-market banking and trust products.

Foreclosed assets held for resale consist of the fair value of real estate acquired through foreclosure on real estate loan collateral or the acceptance of ownership of real estate in lieu of the foreclosure process. Fair values are based on appraisals that consider the sales prices of similar properties in the proximate vicinity less estimated selling costs. Foreclosed real estate expense (income) was ~~$27,000~~$46,000 and ~~$35,000~~$(27,000) for the three months ended September 30, ~~2018~~2019 and ~~2017,~~2018, respectively. The expense varies based upon the number and mix of commercial and residential real estate properties, unpaid property taxes, and deferred maintenance required upon acquisition. In addition, some properties suffer decreases in value after acquisition, requiring write-downs to fair value during the prolonged marketing cycles for these distressed properties. The ~~lower~~higher expense in ~~2018~~2019 was related to unpaid property taxes and cleanout required compared to a ~~better~~ final disposition ~~recovery~~gain on ~~one property.~~an unrelated property in 2018. Foreclosed assets held for resale expenses or recoveries will vary in the remainder of ~~2018~~2019 depending on ~~the successful closing of sales agreements on some existing properties and~~ the unknown expenses related to new properties ~~acquired.~~acquired and final disposition.

Other tax expense increased by ~~$46,000,~~$26,000, or ~~23.4%~~10.7%, comparing the three months ended September 30, ~~2018~~2019 and ~~2017,~~2018, due to higher Pennsylvania Bank Shares Tax. The Pennsylvania Bank Shares Tax is a shareholders’ equity-based tax and is subject to increases based on state government ~~budget proposals~~parameters and the level of the stockholders’ equity base that increased with the New Windsor ~~merger.~~merger and retained earnings equity. Supplies and postage expense decreased by ~~2.1%~~10.9% due to variation in timing of sporadic refills. FDIC and regulatory expense ~~increased 1.8%~~decreased 69.4% based on ~~higher net~~FDIC variations in asset base ~~offset by~~and rate in addition to a credit received in 2019 based on the FDIC ~~rate decreases and state regulatory rate increases.~~fund reaching a particular funding ratio; this credit does not necessarily repeat in future periods depending on the change in the funding ratio. Intangible amortization decreased ~~9.3%~~12.0% due to fully amortized insurance books of business. Other operating expenses increased by ~~$98,000,~~$30,000, or ~~9.7%~~2.7%, in the third quarter of ~~2018,~~2019, as compared to the third quarter of ~~2017.~~2018. Increases included increases for ~~increased insurance,~~ retail deposit rewards product ~~improvement~~ and corporate governance expense. Losses, which include the expense of reimbursing debit card customers for unauthorized transactions to their accounts ~~resulting from various merchant database breaches~~ and other third-party fraudulent use, added approximately ~~$19,000~~$37,000 to other expenses in the third quarter of ~~2018~~2019 compared to ~~$11,000~~$19,000 in the third quarter of ~~2017.~~2018. Third-party breaches also cause additional card inventory and processing costs to the Corporation, none of which is expected to be recovered from the third-party merchants or other parties where the breaches occur. The debit card electronic delivery channel is valued by customers and provides significant revenue to the Corporation. The expense related to reimbursements is unpredictable and varying, but ACNB has policies and procedures to limit exposure.

Merger related expenses during the third quarter of 2019 were $516,000 for the ongoing proposed acquisition of FCBI. The majority of the merger related expenses were for legal and other consulting expenses.

Provision for Income Taxes

The Corporation recognized income taxes of $1,552,000, or 19.7% of pretax income, during the third quarter of 2019, as compared to $1,443,000, or 19.3% of pretax income, during the ~~third quarter of 2018, as compared to $713,000, or 27.2% of pretax income, during the~~ same period in ~~2017.~~2018. The variances from the federal statutory rate of 21% ~~and 35%~~ in the respective periods are generally due to tax-exempt income from investments in and loans to state and local units of government at below-market rates (an indirect form of taxation), investment in bank-owned life insurance, and investments in low-income housing partnerships (which qualify for federal tax credits). In addition, ~~2018~~both years includes Maryland corporation income taxes. Low-income housing tax credits were $72,000 for the three months ended September 30, 2019 and 2018, ~~and 2017,~~ respectively.

Nine Months ended September 30, ~~2018,~~2019, compared to Nine Months ended September 30, ~~2017~~2018

Executive Summary

Net income for the nine months ended September 30, ~~2018,~~2019, was ~~$16,459,000,~~$18,640,000, compared to ~~$7,271,000~~$16,459,000 for the same nine months in ~~2017,~~2018, an increase of ~~$9,188,000~~$2,181,000 or ~~126.4%~~13.3%. Basic earnings per share for the nine month period was $2.64 in 2019 and $2.34 in 2018 ~~and $1.14 in 2017.~~or a 12.8% increase over the prior period. The higher net income for the first three quarters of 2019 was primarily a result of ~~the additional revenues~~higher net interest income from increased volume and ~~cost efficiencies~~rate of the acquisition of New Windsor on July 1, 2017, as well as organic net revenue growth. In addition, net income was aided by a lower effective tax rate due to the Tax Cuts and Jobs Act effective on January 1, 2018.

earning assets. Net interest income for the nine months ended September 30, ~~2018~~2019 increased ~~$9,207,000,~~$2,614,000, or ~~28.0%~~6.2%, as increases in total interest income were greater than increases in total interest ~~expense including net interest income earned on the acquired earning asset and paying liabilities acquired from New Windsor.~~expense. Provision for loan losses was ~~$770,000~~$425,000 for the nine months ended September 30, ~~2018,~~2019, compared to $0$770,000 for the same nine months in ~~2017,~~2018, based on the adequacy analysis of the allowance for loan losses calculation at the end of each period, resulting in an allowance to total loans of ~~1.05%~~1.08% at September 30, ~~2018.~~2019. Other income increased ~~$1,614,000,~~$1,547,000, or ~~15.3%~~12.7%, due in part to increases ~~from the New Windsor sources, primarily~~in deposit ~~fees along with~~fee income and insurance ~~commissions and trust fee increases.~~agency revenue. Other expenses ~~decreased $408,000,~~increased $1,827,000, or ~~1.2%~~5.5%, due in part to ~~$4,675,000 merger-related~~increases in salaries and benefits and the expense of a deposit rewards program that increased revenue. Also increasing expenses ~~incurred~~during the nine months ended September 30, 2019 were $516,000 in ~~2017 mostly offset by higher~~merger related expenses ~~related to~~for the ~~operation~~ongoing proposed acquisition of ~~the new southern market, NWSB Bank, A Division of ACNB Bank along with increasing technology and corporate governance costs.~~FCBI.

Net Interest Income

Net interest income totaled ~~$42,066,000~~$44,680,000 for the nine months ended September 30, ~~2018,~~2019, compared to ~~$32,859,000~~$42,066,000 for the same period in ~~2017,~~2018, an increase of ~~$9,207,000,~~$2,614,000, or ~~28.0%~~6.2%. Net interest income increased due to an increase in interest income to a greater extent than an increase in interest expense. Interest income increased ~~$10,797,000,~~$4,636,000, or ~~29.5%~~9.8%, due to a ~~20.1%~~3.7% increase in average earning asset volume from organic growth and ~~the July 1, 2017, addition of New Windsor assets and~~ increased rates ~~based on~~due to market increases net of decreased purchase accounting adjustments. The increase in interest expense resulted from deposit rate increases in addition to organic deposit ~~growth and the addition of New Windsor deposits.~~growth. Increased lending (average volume was up 3.6%) was a result of ~~the New Windsor acquisition and~~ a concerted effort by management to offset the recent ~~years’~~year trend of ~~interest income decreases due to~~ the market area’s heightened competition and declines in the U.S. Treasury yields and other market driver interest rates. Only in recent quarters has this trend reversed to ~~somewhat~~ higher yields ~~although~~(although currently the difference between longer term rates and shorter term rates is ~~compressed.~~inverted, which is a concern for upcoming periods). These driver rates affect new loan originations and are indexed to a portion of the loan portfolio in that a change in the driver rates changes the yield on new loans and on existing loans at subsequent interest rate reset dates. In this manner, interest income yield was ~~negatively~~positively affected as new loans replace paydowns on existing loans and variable rate loans reset to new ~~lower~~current rates in ~~recent years.~~these years; this process reverses in declining rates. Interest income increased on investment securities ~~with the investments acquired from New Windsor and~~ due to new purchases at higher market rates. An appropriate amount of earning assets remained in short-term, low-rate money market type accounts during the first nine months of ~~2018;~~2019; and there exists ample ability to borrow for liquidity needs. The ability to increase lending is contingent on the effects of intense competition that ~~can reduce~~has reduced new loans and ~~may result~~currently resulted in the payoff of existing loans, as well as economic conditions in the Corporation’s marketplace. As to funding costs, interest rates on alternative funding sources, such as the FHLB, and other market driver rates are factors in rates the Corporation and the local market pay for deposits. However, during the ~~first nine months of 2018, several of the core deposit rates continued at appropriate rates in response to continued low~~recent quarters, rates on ~~earning assets.~~time deposits were raised in order to compete with competition to increase this funding source. Interest expense increased ~~$1,590,000,~~$2,022,000, or ~~42.5%~~37.9%, ~~due to increased volume for the New Windsor acquired deposits and~~ due to higher rates on transaction deposits, certificate of deposit rate increases ~~and~~partially offset by less use of higher cost borrowings. This trend of higher rates is expected to continue due to higher rates at competing banks due to liquidity needs ~~in conjunction with~~despite the Federal Reserve FOMC ~~raising~~current position of decreasing short-term rates after increasing these rates in stages starting in mid-December 2015 ~~and continuing into 2018. For more information about interest rate risk, please refer~~ to ~~Item 7A — “Quantitative and Qualitative Disclosures about Market Risk” in the Annual Report on Form 10-K for the fiscal year ended December 31, 2017, and filed with the SEC on March 9, 2018.~~its current range of 2.00% to 2.25%. Over the longer term, the Corporation continues its strategic direction to increase asset yield and interest income by means of loan growth and rebalancing the composition of earning ~~assets.~~assets to commercial loans.

The net interest spread for the first nine months of ~~2018~~2019 was ~~3.65%~~3.66% compared to ~~3.45%~~3.64% during the same period in ~~2017.~~2018. Also comparing the first nine months of ~~2018~~2019 to ~~2017,~~2018, the yield on interest earning assets increased by ~~0.31%~~0.25% and the cost of interest bearing liabilities increased by ~~0.11%~~0.23%. The net interest margin was 3.87% for the first nine months of 2019 and 3.78% for the first nine months of ~~2018 and 3.55% for the first nine months of 2017.~~2018. The net interest margin increase was ~~mainly a result~~net of lower purchase accounting adjustments which ~~added 19~~decreased five basis points, and was increased by acquiring and originating loans at the current market rate in order to increase loan volume and attempt to maintain total net interest income net of purchasing lower yielding investments to properly collateralize local government accounts and repurchase agreements.

Average earning assets were ~~$1,488,000,000~~$1,543,000,000 during the first nine months of ~~2018,~~2019, an increase of ~~$249,000,000~~$55,000,000 from the average for the first nine months of ~~2017.~~2018. Average interest bearing liabilities were ~~$1,161,000,000~~$1,165,000,000 in the first nine months of ~~2018,~~2019, an increase of ~~$166,000,000~~$14,000,000 from the same period in ~~2017.~~2018. Non-interest demand deposits increased ~~$75,000,000~~$22,000,000 on average.

Provision for Loan Losses

The provision for loan losses was $425,000 in the first nine months of 2019 and $770,000 in the first nine months of ~~2018 and $0 in the first nine months of 2017.~~2018. The determination of a need for a provision was a result of the analysis of the adequacy of the allowance for loan losses calculation.

The allowance for loan and lease losses does not include the loans acquired from the New Windsor acquisition which were recorded at fair value as of the acquisition date. Without the New Windsor acquired loans, total impaired loans at September 30, ~~2018~~2019 were ~~24.0%~~7.4% lower compared to December 31, ~~2017.~~2018. Nonaccrual loans decreased by ~~37.7%~~7.9%, or ~~$2,393,000,~~$271,000, since December 31, ~~2017;~~2018; all substandard loans decreased by ~~11.9%~~5.5% in that period. Each quarter, the Corporation assesses risk in the loan portfolio compared with the balance in the allowance for loan losses and the current evaluation factors. Management concluded that the loan portfolio exhibited continued general improvement in quantitative and qualitative measurements as shown in the tables and narrative in this Management’s Discussion and Analysis and the Notes to the Consolidated Financial Statements. This assessment concluded that credit quality was stable, charge offs were low, and past due loans manageable. This same analysis concluded that the unallocated allowance should be in the same range in ~~2018~~2019 compared with the previous quarter. For more information, please refer to Allowance for Loan Losses in the following Financial Condition section of this Management’s Discussion and Analysis of Financial Condition and Results of Operations. ACNB charges confirmed loan losses to the allowance and credits the allowance for recoveries of previous loan charge-offs. For the first nine months of ~~2018,~~2019, the Corporation had net charge-offs of ~~$1,332,000,~~$465,000, as compared to net charge-offs of ~~$89,000~~$1,332,000 for the first nine months of ~~2017.~~2018.

Other Income

Total other income was ~~$12,154,000~~$13,701,000 for the nine months ended September 30, ~~2018,~~2019, up ~~$1,614,000,~~$1,547,000, or ~~15.3%~~12.7%, from the first nine months of ~~2017.~~2018. Fees from deposit accounts increased by ~~$408,000,~~$436,000, or ~~19.8%~~17.7%, due to ~~variations in~~an enhanced fee schedule connected to the retail deposit rewards program. Fee volume ~~from organic growth and the New Windsor acquisition. Fee volume~~also varies with balance levels, account transaction activity, and customer-driven events such as overdrawing account balances. Various specific government regulations effectively limit fee assessments related to deposit accounts, making future revenue levels uncertain. Revenue from ATM and debit card transactions increased by ~~$524,000~~$72,000 or ~~42.6%~~4.1%, to ~~$1,753,000~~$1,825,000 due to variations in volume and ~~mix including volume from New Windsor customers.~~mix. The longer term trend had been increases resulting from consumer desire to use more electronic delivery ~~channels;~~channels (Internet and mobile applications); however, regulations or legal challenges for large financial institutions may impact industry pricing for such transactions and fees in connection therewith in future periods, the effect of which cannot be currently quantified. A more immediate challenge to this revenue source is the retail ~~system-wide~~system general business-wide security breaches in the merchant base that are not specifically associated with the Bank and that are negatively affecting consumer confidence in the debit card channel. Income from fiduciary, investment management and brokerage activities, which includes fees from both institutional and personal trust, investment management services, estate settlement and brokerage services, totaled ~~$1,762,000~~$1,841,000 for the nine months ended September 30, ~~2018,~~2019, as compared to ~~$1,409,000~~$1,762,000 for the first nine months of ~~2017,~~2018, a ~~25.1%~~4.5% net increase as a net result of higher fee volume from increased assets under management, higher sporadic estate fee income and stable fees on brokerage ~~relationships brought over in the New Windsor acquisition.~~relationships. Earnings on bank-owned life insurance ~~decreased~~increased by ~~$0,~~$62,000, or ~~0.0%~~7.7%, as a result of ~~offsetting~~varying crediting ~~rates and volume,~~rates. In 2018, an additional $52,000 was received on a death claim. At the Corporation’s wholly-owned insurance subsidiary, Russell Insurance Group, Inc. (RIG), revenue was up by ~~$327,000,~~$639,000 (net of lower contingent commissions), or ~~8.1%~~14.7%, to ~~$4,358,000~~$4,997,000 during the period due to higher ~~contingent commission and~~ direct bill ~~commissions.~~volume, including volume on new books of business purchased in the interim period. A continuing risk to RIG revenue is nonrenewal of large commercial accounts and actions by insurance carriers to reduce commissions paid to agencies such as RIG. Contingent or extra commission payments from insurance carriers are received in the second quarter of each year. Contingent commissions in 2019 were lower by $110,000, or 19%, than 2018 due to loss trends in the entire insurance marketplace. Heightened pressure on commissions is expected to continue in this business line from insurance company ~~actions to lower commissions.~~actions. There ~~was~~were no gains or losses on sales of securities during the first nine months of 2019 and a $44,000 ~~in gains~~gain on an odd lot sale of MBS security tails and a corporate bond during the first nine months of ~~2018 and no gains or losses on sales of securities during the first nine months of 2017, however a $50,000~~2018. A $193,000 net ~~loss~~gain was recognized on local bank and CRA-related equity securities ~~since~~during the ~~adoption~~first nine months of ~~ASU 2016-01 on January 1,~~2019 due to frequent market value changes in publicly-traded stocks, compared to a $50,000 net loss during the first nine months of 2018. Other income in the nine months ended September 30, ~~2018,~~2019, was ~~down~~up by ~~$44,000,~~$112,000, or ~~4.4%~~11.6%, to ~~$963,000~~$1,075,000 due to higher sales of residential mortgages ~~offset by the timing of an annual printed check incentive receipt.~~

~~Impairment Testing~~

~~RIG has certain long-lived assets, including purchased intangible assets subject to amortization, such as insurance books of business,~~ and associated goodwill assets, which are reviewed for impairment annually or whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. Recoverability of assets to be held and used is measured by a comparison of the carrying amount of an asset to estimated undiscounted cash flows expected to be generated by the asset. If the carrying amount of an asset exceeds its future cash flows, an impairment charge is recognized by the amount by which the carrying amount of the asset exceeds the fair value of the asset. Assets to be disposed of would be separately presented in the statement of condition and reported at the lower of the carrying amount or fair value less costs to sell, and are no longer depreciated.

Goodwill, which has an indefinite useful life, is evaluated for impairment annually and is evaluated for impairment more frequently if events and circumstances indicate that the asset might be impaired. An impairment loss is recognized to the extent that the carrying amount exceeds the asset’s fair value. Accounting rules permit an entity to first assess qualitative factors to determine whether it is more likely than not that the fair value of a reporting unit is less than its carrying amount. The goodwill impairment analysis currently used by the Corporation is a two-step test. The first step, used to identify potential impairment, involves comparing the reporting unit’s estimated fair value to its carrying value, including goodwill.

If the estimated fair value of the reporting unit exceeds its carrying value, goodwill is considered not to be impaired. If the carrying value exceeds the estimated fair value, there is an indication of potential impairment and the second step is performed to measure the amount of impairment. If required, the second step involves calculating an implied fair value of goodwill for the reporting unit for which the first step indicated potential impairment. The implied fair value of goodwill is determined in a manner similar to the amount of goodwill calculated in a business combination, by measuring the excess of the estimated fair value of the reporting unit to a group of likely buyers whose cash flow estimates could differ from those of the reporting entity, as determined in the first step, over the aggregate estimated fair values of the individual assets, liabilities and identifiable intangibles as if the reporting unit was being acquired in a business combination. If the implied fair value of goodwill exceeds the carrying value of goodwill assigned to the reporting unit, there is no impairment. If the carrying value of goodwill assigned to a reporting unit exceeds the implied fair value of the goodwill, an impairment charge is recorded for the excess. Subsequent reversal of goodwill impairment losses is not permitted. Further, a new FASB update eliminates the second step test, thus basing impairment on the estimated fair value to the carrying value including goodwill.

~~The testing for potential impairment involves methods that include both current and projected~~net other fee income amounts, and RIG’s fair value remained above the carrying value as of the most recent annual impairment test date. Thus, the results of the annual evaluations determined that there was no impairment of RIG’s goodwill, including the testing at October 1, 2017. However, declines in RIG’s net income or changes in external market factors, including likely buyers that are assumed in impairment testing, may require an impairment charge to goodwill. The Corporation has not identified any such events, and, accordingly, has not tested goodwill resulting from the acquisition of New Windsor for impairment during the nine months ended June 30, 2018. ACNB plans on testing New Windsor goodwill during 2018. Should it be determined in a future period that the goodwill has been impaired, then a charge to earnings will be recorded in the period that such a determination is made.increases, mostly volume related.

Other Expenses

Other expenses for the nine months ended September 30, ~~2018~~2019 were ~~$33,093,000, a decrease~~$34,920,000, an increase of ~~$408,000~~$1,827,000 or ~~1.2%~~5.5%. Acquisition and integration costs related to the New Windsor acquisition totaled $0 for the first nine months of 2018 compared to $4,675,000 for the first nine months of 2017. Merger expenses in all of 2017 included legal and consulting expenses to effect the legal merger, investment banking and preparing purchase accounting adjustments. Integration expenses included certain severance payments to New Windsor staff separated by the merger, consultant costs to integrate New Windsor bank systems into ACNB’s, and the cost to terminate all New Windsor core banking and electronic technology systems contracts. These costs were all necessary to provide requisite internal controls and cost effective core banking technology systems going forward. The costs of integrating all systems into one system was important to the merger viability, ongoing system integrity, and realization of cost reductions.

The largest component of other expenses is salaries and employee benefits, which increased by ~~$1,473,000,~~$1,624,000, or ~~8.0%~~8.2%, when comparing the first nine months of ~~2018~~2019 to the same period a year ago. Overall, the increase in salaries and employee benefits was the result ~~of:~~of increases as follows:

· replacing customer-facing staff due to a competitive labor market;

· ~~retaining customer-facing staff in~~leadership retirement at RIG required overlapping salaries while transitioning; plus a ~~competitive labor market;~~new acquired location;

· increased staff in support functions and higher skilled mix of employees necessitated by regulations and growth;

· normal merit increases to employees and associated payroll taxes;

· varying and timing on performance-based ~~commissions~~commissions. restricted stock grants and incentives;

· ~~higher~~market changes in actively managing employee benefit plan costs, including health insurance;

· ~~increases related to~~varying cost of 401(k) plan and non-qualified retirement plan benefits; and,

· defined benefit pension expense, which was ~~down~~up by ~~$323,000,~~$381,000, or ~~(326.3)%~~170.1%, when comparing the nine months ended September 30, ~~2018,~~2019, to the nine months ended September 30, ~~2017,~~2018, resulting from the change in discount rates which increases or decreases the future pension obligations (creating volatility in the expense), return on assets at the latest annual evaluation date due to market conditions (equity markets were at a low point at the 2018 year-end valuation date) and changes in actuarial assumptions reflecting increased longevity.

However, the determination of future benefit expense is also dependent on the fair value of assets and the discount rate on the year-end measurement date, which in recent years has experienced fair value volatility and low discount rates. The expense could also be higher in future years due to volatility in the discount rates at the latest measurement date, lower plan returns, and change in mortality tables utilized. ~~The ACNB plan has maintained a well-funded status under ERISA rules.~~

Net occupancy expense increased by ~~$489,000,~~$137,000, or ~~28.6%~~6.2%, mostly due to ~~seven more offices from the New Windsor acquisition.~~higher net lease expense and varying winter season- related expenses. Equipment expense ~~increased~~decreased by ~~$1,093,000,~~$272,000, or ~~41.0%~~7.2%, due to ~~instituting technologies~~the lower small-ticket tech equipment expenditures and lower outsourced processing costs. Regardless of the decreased expense for ~~upcoming accounting-related changes as well as ongoing support and maintenance~~the first nine months of ~~financial systems applications and security technology. Equipment~~2019, equipment expense is subject to ever-increasing technology demands and the need for system upgrades for security and reliability purposes. ~~In addition, debit card processing increased due to more volume.~~

Professional services ~~not including merger~~ expense totaled ~~$1,084,000~~$746,000 during the first nine months of ~~2018,~~2019, as compared to ~~$807,000~~$1,084,000 for the same period in ~~2017, an increase~~2018, a decrease of ~~$277,000,~~$338,000, or ~~34.3%~~31.2%. This category includes expenses related to legal corporate governance, risk, compliance management and audit engagements, and legal counsel matters in connection with loans. It varies with specific engagements that are not on a regular recurring ~~basis.~~basis; in particular loan legal expense (due to a particular loan in 2018) and loan review/compliance costs (due to engagement timing) were lower in 2019.

Marketing and corporate relations expenses were ~~$366,000~~$442,000 for the first nine months of ~~2018,~~2019, or ~~14.0%~~20.8% higher, as compared to the same period of ~~2017.~~2018. Marketing expense varies with the timing and amount of planned advertising production and media expenditures, typically related to the promotion of certain in-market banking and trust products.

Foreclosed assets held for resale consist of the fair value of real estate acquired through foreclosure on real estate loan collateral or the acceptance of ownership of real estate in lieu of the foreclosure process. Fair values are based on appraisals that consider the sales prices of similar properties in the proximate vicinity less estimated selling costs. Foreclosed real estate (income) expense was ~~$105,000~~$(10,000) and ~~$51,000~~$105,000 for the nine months ended September 30, ~~2018~~2019 and ~~2017,~~2018, respectively. The expense varies based upon the number and mix of commercial and residential real estate properties, unpaid property taxes, and deferred maintenance required upon acquisition. In addition, some properties suffer decreases in value after acquisition, requiring write-downs to fair value during the prolonged marketing cycles for these distressed properties. The ~~higher~~net recovery in 2019 was related to a better final disposition recovery on three properties versus an unrelated high final disposition expense in ~~2018 is related to properties with high remediation and carrying costs.~~2018. Foreclosed assets held for resale expenses or recoveries will vary in the remainder of ~~2018~~2019 depending on the successful closing of sales agreements on some existing properties and the unknown expenses related to new properties acquired.

Other tax expense increased by ~~$108,000,~~$121,000, or ~~18.8%~~17.7%, comparing the nine months ended September 30, ~~2018~~2019 and ~~2017,~~2018, due to ~~2017 recoveries on a sales tax challenge received partially offsetting~~ higher Pennsylvania Bank Shares Tax. The Pennsylvania Bank Shares Tax is a shareholders’ equity-based tax and is subject to increases based on state government ~~budget proposals.~~parameters and the level of the stockholders’ equity base that increased with the New

Windsor merger and retained earnings equity. Supplies and postage expense ~~increased~~decreased by ~~9.7%~~4.9% due to variation in timing of sporadic ~~refills and increased New Windsor volume.~~refills. FDIC and regulatory expense ~~increased 16.0%~~decreased 26.7% based on ~~higher net~~FDIC variations in asset base ~~offset by~~and rate in addition to a credit received in 2019 based on the FDIC ~~rate decreases and state regulatory rate increases.~~fund reaching a particular funding ratio; this credit does not necessarily repeat in future periods depending on the change in the funding ratio. Intangible amortization ~~increased 52.4%~~decreased 13.7% due to ~~amortization~~fully amortized insurance books of ~~core deposit intangible from the New Windsor acquisition.~~business. Other operating expenses increased by ~~$419,000,~~$319,000, or ~~14.1%~~9.4%, in the first nine months of ~~2018,~~2019, as compared to the first nine months of ~~2017.~~2018. Increases included increases for ~~electronic delivery~~retail deposit rewards product and ~~telecommunications for the expanded New Windsor customer base and offices and increased~~higher corporate governance expense. Losses, which include the expense of reimbursing debit card customers for unauthorized transactions to their accounts ~~resulting from various merchant database breaches~~ and other third-party fraudulent use, added approximately ~~$90,000~~$83,000 to other expenses in the first nine months of ~~2018~~2019 compared to ~~$70,000~~$90,000 in the first nine months of ~~2017.~~2018. Third-party breaches also cause additional card inventory and processing costs to the Corporation, none of which is expected to be recovered from the third-party merchants or other parties where the breaches occur. The debit card electronic delivery channel is valued by customers and provides significant revenue to the Corporation. The expense related to reimbursements is unpredictable and varying, but ACNB has policies and procedures to limit exposure.

Merger related expenses during the nine months ended September 30, 2019 were $516,000 for the ongoing proposed acquisition of FCBI. The majority of the merger related expenses were for legal and other consulting expenses.

Provision for Income Taxes

The Corporation recognized income taxes of ~~$3,898,000,~~$4,396,000, or 19.1% of pretax income, during the first nine months of ~~2018,~~2019, as compared to ~~$2,627,000,~~$3,898,000, or ~~26.5%~~19.1% of pretax income, during the same period in ~~2017. A change of tax law statutory rates under the Tax Cuts and Jobs Act lowered the effective tax rate.~~2018. The variances from the federal statutory rate of 21% ~~and 35%~~ in the respective periods are generally due to tax-exempt income from investments in and loans to state and local units of government at below-market rates (an indirect form of taxation), investment in bank-owned life insurance, and investments in low-income housing partnerships (which qualify for federal tax credits). In addition, ~~2018~~both years includes Maryland corporation income taxes. Low-income housing tax credits were $215,000 for the nine months ended September 30, ~~2018~~2019 and ~~2017,~~2018, respectively.

FINANCIAL CONDITION

Assets totaled $1,735,849,000 at September 30, 2019, compared to $1,647,724,000 at December 31, 2018, and $1,647,799,000 at September 30, ~~2018, compared to $1,595,432,000 at December 31, 2017, and $1,607,635,000 at September 30, 2017.~~2018. Average earning assets during the nine months ended September 30, ~~2018,~~2019, increased to ~~$1,487,560,000~~$1,543,050,000 from ~~$1,262,000,000~~$1,487,560,000 during the same period in ~~2017.~~2018. Average interest bearing liabilities increased in ~~2018~~2019 to ~~$1,160,675,000~~$1,165,345,000 from ~~$1,002,000,000~~$1,151,075,000 in ~~2017,~~2018, while average non-interest bearing deposits increased by ~~$74,730,000.~~$22,180,000.

Investment Securities

ACNB uses investment securities to generate interest and dividend income, manage interest rate risk, provide collateral for certain funding products, and provide liquidity. The changes in the securities portfolio were ~~from~~ the ~~New Windsor acquisition (available for sale fair value at acquisition of $21,624,000)~~ net result of purchases and matured securities to provide proper collateral for public deposits. Investing ~~into~~in past years in investment security that remain in the portfolio assets ~~over the last several years~~ was made more challenging due to the Federal Reserve Bank’s program commonly called Quantitative Easing in which, by the Federal Reserve’s open market purchases, the yields are maintained at a lower level than would otherwise be the case. The investment portfolio is comprised of U.S. Government agency, municipal, and corporate securities. These securities provide the appropriate characteristics with respect to credit quality, yield and maturity relative to the management of the overall balance sheet.

At September 30, ~~2018,~~2019, the securities balance included a net unrealized ~~loss~~gain on available for sale securities of $1,263,000, net of taxes, on amortized cost of $183,046,000 versus a net unrealized loss of $1,651,000, net of taxes, on amortized cost of $163,862,000 at December 31, 2018, and a net unrealized loss of $3,199,000, net of taxes, on amortized cost of $167,089,000 ~~versus a net unrealized loss of $957,000, net of taxes, on amortized cost of $160,290,000 at December 31, 2017, and a net unrealized gain of $40,000, net of taxes, on amortized cost of $158,330,000~~ at September 30, ~~2017.~~2018. The change in fair value of available for sale securities during ~~2018~~2019 was a result of ~~the securities acquired from New Windsor and~~ the higher amount of investments in the available for sale portfolio ~~offset~~and by ~~a decrease~~an increase in fair value from ~~an increase~~a decrease in the U.S. Treasury yield curve rates and the spread from this yield curve required by investors on the types of investment securities that ACNB owns. The Federal Reserve ceased their rate-decreasing Quantitative Easing program in 2014 and increased the fed funds rate in mid-December 2015 through December 2018 ~~that has caused~~after which the Federal Reserve decreased fed funds the target rate twice causing the U.S. Treasury yield curve to ~~increase~~decrease to even a greater extent in the time relevant to the investment securities in the Corporation’s portfolio as of September 30, 2018. Previously, after a prolonged period of inaction by the Federal Reserve after lowering rates on the yield curve most conducive to stimulating the housing market and to boost employment and consumption was augmented by a combination of weak domestic and international economic conditions, leading to generally lower rates on the yield curve.2019. However, fair values were volatile on any given day in all periods presented and such volatility will continue. The changes in value are deemed to be related solely to changes in interest rates as the credit quality of the portfolio is high.

At September 30, ~~2018,~~2019, the securities balance included held to maturity securities with an amortized cost of $22,443,000 and a fair value of $22,518,000, as compared to an amortized cost of $27,266,000 and a fair value of $26,911,000 at December 31, 2018, and an amortized cost of $33,517,000 and a fair value of $32,767,000 ~~as compared to an amortized cost of $44,829,000 and a fair value of $44,549,000 at December 31, 2017, and an amortized cost of $47,369,000 and a fair value of $47,373,000~~ at September 30, ~~2017.~~2018. The held to maturity securities are U.S. government agency debentures and pass-through mortgage-backed securities in which the full payment of principal and interest is guaranteed; however, they were not classified as available for sale because these securities are generally used as required collateral for certain eligible government accounts or repurchase agreements. They are also held for possible pledging to access additional liquidity for banking subsidiary needs in the form of FHLB borrowings. No held to maturity securities were acquired from New Windsor.

The Corporation does not own investments consisting of pools of Alt-A or subprime mortgages, private label mortgage-backed securities, or trust preferred investments.

The fair values of securities available for sale (carried at fair value) are determined by obtaining quoted market prices on nationally recognized securities exchanges (Level 1) or by matrix pricing (Level 2), which is a mathematical technique used widely in the industry to value debt securities without relying exclusively on quoted market prices for the specific security but rather by relying on the security’s relationship to other benchmark quoted prices. The Corporation uses independent service providers to provide matrix pricing. Please refer to Note 87 — “Securities” in the Notes to Consolidated Financial Statements for more information on the security portfolio and Note 109 — “Fair Value Measurements” in the Notes to Consolidated Financial Statements for more information about fair value.

Loans

Loans outstanding increased by ~~$36,076,000,~~$15,839,000, or ~~2.9%~~1.2%, from September 30, ~~2017,~~2018, to September 30, ~~2018,~~2019, and ~~increased~~decreased by ~~$28,276,000,~~$14,180,000, or ~~2.3%~~1.1%, from December 31, ~~2017,~~2018, to September 30, ~~2018.~~2019. The ~~low growth~~decline year to date is attributable to ~~intense competition~~selling most new residential mortgages and early payoffs. The year over year increase in loan volume was ~~primarily from the fair value acquired from New Windsor of $263,450,000 at July 1, 2017 and the balance was~~ a net increase of new loans net of payoff and paydowns.

These results came from the ~~determined~~focused efforts by management to lend to creditworthy borrowers subject to the Corporation’s disciplined underwriting standards, despite intense competition. In all periods, residential real estate lending and refinance activity was slow and commercial loans were subject to refinancing to competition for different rates or terms. As a normal course of business, more payoffs are anticipated in the remainder of ~~2018~~2019 from either customers’ cash reserves or refinancing at competing ~~banks. Nonetheless, during~~banks and markets. During the first nine months of ~~2018,~~2019, total commercial purpose loans ~~slightly~~ increased ~~while~~and local market portfolio residential mortgages ~~increased but to a lesser extent.~~decreased. Total commercial purpose segments increased ~~$23,479,000,~~$6,031,000, or ~~3.4%~~0.8%, as compared to December 31, ~~2017.~~2018. These loans are spread among diverse categories that include municipal governments/school districts, commercial real estate, commercial real estate construction, and commercial and industrial. Included in the commercial, financial and agricultural category are loans to Pennsylvania school districts, municipalities (including townships) and essential purpose authorities. In most cases, these loans are backed by the general obligation of the local government body. In many cases, these loans are obtained through a bid process with other local and regional banks. The loans are bank qualified for mostly tax free interest income treatment for federal income taxes. These loans totaled ~~$89,119,000~~$76,370,000 at September 30, ~~2018, an increase~~2019, a decrease of 1%17.8% from ~~$88,484,000~~$92,949,000 held at the end of ~~2017 as~~2018; these loans are especially subject to ~~refinancing.~~refinancing in a declining rate environment. Residential real estate mortgage lending, which includes smaller commercial purpose loans secured by the owner’s home, ~~increased~~decreased by ~~$6,529,000,~~$19,755,000, or ~~1.2%~~3.6%, as compared to December 31, ~~2017.~~2018. These loans are to local borrowers who preferred loan types that would not be sold into the secondary mortgage market. Of the ~~$540,214,000~~$524,907,000 total in residential mortgage loans at September 30, ~~2018, $142,320,000~~2019, $144,367,000 were secured by junior liens or home equity loans, which are also in many cases junior liens. Junior liens inherently have more credit risk by virtue of the fact that another financial institution may have a senior security position in the case of foreclosure liquidation of collateral to extinguish the debt. Generally, foreclosure actions could become more prevalent if the real estate market weakens, property values deteriorate, or rates increase sharply. Non-real estate secured consumer loans comprise 1.1% of the portfolio, with automobile-secured loans representing ~~0.0%~~0.1% of the portfolio.

Most of the Corporation’s lending activities are with customers located within southcentral Pennsylvania and in the northern Maryland area. This region currently and historically has lower unemployment rates than the U.S. as a whole. Included in commercial real estate loans are loans made to lessors of non-residential properties that total ~~$278,767,000,~~$292,352,000, or ~~21.9%~~22.7% of total loans, at September 30, ~~2018.~~2019. These borrowers are geographically dispersed throughout ACNB’s marketplace and are leasing commercial properties to a varied group of tenants including medical offices, retail space, and other commercial purpose facilities. Because of the varied nature of the tenants, in aggregate, management believes that these loans present an acceptable risk when compared to commercial loans in general. ACNB does not originate or hold Alt-A or subprime mortgages in its loan portfolio.

Allowance for Loan Losses

ACNB maintains the allowance for loan losses at a level believed to be adequate by management to absorb probable losses in the loan portfolio, and it is funded through a provision for loan losses charged to earnings. On a quarterly basis, ACNB utilizes a defined methodology in determining the adequacy of the allowance for loan losses, which considers specific credit reviews, past loan losses, historical experience, and qualitative factors. This methodology results in an allowance that is considered appropriate in light of the high degree of judgment required and that is prudent and conservative, but not excessive.

Management assigns internal risk ratings for each commercial lending relationship. Utilizing historical loss experience, adjusted for changes in trends, conditions, and other relevant factors, management derives estimated losses for non-rated and non-classified loans. When management identifies impaired loans with uncertain collectibility of principal and interest, it evaluates a specific reserve on a quarterly basis in order to estimate potential losses. Management’s analysis considers:

· adverse situations that may affect the borrower’s ability to repay;

· the current estimated fair value of underlying collateral; and,

· prevailing market conditions.

If management determines a loan is not impaired, a specific reserve allocation is not required. Management then places the loan in a pool of loans with similar risk factors and assigns the general loss factor to determine the reserve. For homogeneous loan types, such as consumer and residential mortgage loans, management bases specific allocations on the average loss ratio for the previous twelve quarters for each specific loan pool. Additionally, management adjusts projected loss ratios for other factors, including the following:

· lending policies and procedures, including underwriting standards and collection, charge-off and recovery practices;

· national, regional and local economic and business conditions, as well as the condition of various market segments, including the impact on the value of underlying collateral for collateral dependent loans;

· nature and volume of the portfolio and terms of loans;

· experience, ability and depth of lending management and staff;

· volume and severity of past due, classified and nonaccrual loans, as well as other loan modifications; and,

· existence and effect of any concentrations of credit and changes in the level of such concentrations.

Management determines the unallocated portion of the allowance for loan losses, which represents the difference between the reported allowance for loan losses and the calculated allowance for loan losses, based on the following criteria:

· the risk of imprecision in the specific and general reserve allocations;

· the perceived level of consumer and small business loans with demonstrated weaknesses for which it is not practicable to develop specific allocations;

· other potential exposure in the loan portfolio;

· variances in management’s assessment of national, regional and local economic conditions; and,

· other internal or external factors that management believes appropriate at that time.

The unallocated portion of the allowance is deemed to be appropriate as it reflects an uncertainty that remains in the loan portfolio; specifically reserves where the Corporation believes that tertiary losses are probable above the loss amount derived using appraisal-based loss estimation, where such additional loss estimates are in accordance with regulatory and GAAP guidance. Appraisal-based loss derivation does not fully develop the loss present in certain unique, ultimately bank-owned collateral. The Corporation has determined that the amount of provision in ~~2018~~2019 and the resulting allowance at September 30, ~~2018,~~2019, are appropriate given the continuing level of risk in the loan portfolio. Further, management believes the unallocated allowance is appropriate, because even though the impaired loans decreased since ~~2017~~2018, the growth in the loan portfolio is

centered around commercial real estate which continues to have little increase in value and low liquidity. In addition, there are certain loans that, although they did not meet the criteria for impairment, management believes there was a strong possibility that these loans represented potential losses at September 30, ~~2018.~~2019. The amount of unallocated portion of the allowance was ~~decreased~~down at September 30, ~~2018~~2019 as management concluded that the loan portfolio exhibited continued general improvement in quantitative and qualitative measurements. This assessment concluded that credit quality was stable, charge offs were low, and past due loans manageable.

Management believes the above methodology accurately reflects losses inherent in the portfolio. Management charges actual loan losses to the allowance for loan losses. Management periodically updates the methodology and the assumptions discussed above.

Management bases the provision for loan losses, or lack of provision, on the overall analysis taking into account the methodology discussed above, which is consistent with recent improvement in the credit quality in the loan portfolio. The provision for year-to-date September 30, 2019 and 2018, was $425,000 and ~~2017, was~~ $770,000, ~~and $0,~~ respectively. More specifically, ~~even though~~as total loans ~~increased~~decreased from year-end 2018 and the provision expense ~~increased,~~decreased year over year, the allowance for loan losses was derived with data that most impaired credits were, in the opinion of management, adequately collateralized.

Federal and state regulatory agencies, as an integral part of their examination process, periodically review the Corporation’s allowance for loan losses and may require the Corporation to recognize additions to the allowance based on their judgments about information available to them at the time of their examination, which may not be currently available to management. Based on management’s comprehensive analysis of the loan portfolio and economic conditions, management believes the current level of the allowance for loan losses is adequate.

In June 2016, the FASB issued ASU 2016-13, “Financial Instruments - Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments.” ASU 2016-13 requires credit losses on most financial assets measured at amortized cost and certain other instruments to be measured using an expected credit loss model (referred to as the current expected credit loss (CECL) model).

Under this model, entities will estimate credit losses over the entire contractual term of the instrument (considering estimated prepayments, but not expected extensions or modifications unless reasonable expectation of a troubled debt restructuring exists) from the date of initial recognition of that instrument. Upon adoption, the change in this accounting guidance could result in an increase in the Corporation’s allowance for loan losses and require the Corporation to record loan losses more rapidly.

The allowance for loan losses at September 30, ~~2018,~~2019, was $13,924,000, or 1.08% of loans, as compared to $13,414,000, or 1.05% of loans, ~~as compared to $14,105,000, or 1.14% of loans,~~ at September 30, ~~2017,~~2018, and ~~$13,976,000,~~$13,964,000, or ~~1.12%~~1.07% of loans, at December 31, ~~2017.~~2018. The decrease from ~~prior periods~~year-end resulted from charge-offs ~~exceeding~~7% higher than recoveries and provisions, as shown in the table below. In the following discussion, acquired loans from New Windsor were recorded at fair value at the acquisition date and are not included in the tables and information below, see more information in Note 98 — “Loans” in the Notes to Consolidated Financial Statements.

Changes in the allowance for loan losses were as follows:

In thousands	Nine Months Ended September 30, 2018			Year Ended December 31, 2017			Nine Months Ended September 30, 2017			Nine Months Ended September 30, 2019			Year Ended December 31, 2018			Nine Months Ended September 30, 2018
Beginning balance - January 1	$	13,976		$	14,194		$	14,194		$	13,964		$	13,976		$	13,976
Provisions charged to operations	770			—			—			425			1,620			770
Recoveries on charged-off loans	167			243			183			100			178			167
Loans charged-off	(1,499		)	(461		)	(272		)	(565		)	(1,810		)	(1,499		)
Ending balance	$	13,414		$	13,976		$	14,105		$	13,924		$	13,964		$	13,414

Loans past due 90 days and still accruing were ~~$2,342,000~~$1,731,000 and nonaccrual loans were ~~$3,962,000~~$3,146,000 as of September 30, ~~2018.~~2019. $207,000 of the nonaccrual balance at September 30, 2019, were in troubled debt restructured loans. $3,809,000 of the impaired loans were accruing troubled debt restructured loans. Loans past due 90 days and still accruing were $2,342,000 at September 30, 2018, while nonaccruals were $3,962,000. $2,527,000 of the nonaccrual balance at September 30, 2018, ~~were~~was in troubled debt restructured loans. $3,907,000 of the impaired loans were accruing troubled debt restructured loans. Loans past due 90 days and still accruing were ~~$1,626,000~~$3,345,000 at ~~September 30, 2017,~~December 31, 2018, while nonaccruals were $6,695,000. $3,434,000 of the nonaccrual balance at September 30, 2017, was in troubled debt restructured loans. $3,939,000 of the impaired loans were accruing troubled debt restructured loans. Loans past due 90 days and still accruing were $1,507,000 at December 31, 2017, while nonaccruals were $6,355,000. $3,405,000$3,417,000. $2,343,000 of the nonaccrual balance at December 31, ~~2017,~~2018, were in troubled debt restructured loans. ~~$3,982,000~~$3,883,000 of the impaired loans were accruing troubled debt restructured loans. Total additional loans classified as substandard (potential problem loans) at

September 30, 2019, September 30, 2018, ~~September 30, 2017,~~ and December 31, ~~2017,~~2018, were approximately $2,754,000, $1,406,000 ~~$8,029,000~~ and ~~$1,064,000,~~$1,158,000, respectively.

The acquisition of New Windsor loans at fair value did not require a provision expense. More specifically, even with the manageable level of nonaccrual loans and with substandard loans in the third quarter of ~~2018,~~2019, a ~~$200,000~~$425,000 provision addition to the allowance was necessary due to the ~~level of charge-offs making the total provision for the year to date of $770,000.~~detailed adequacy calculation. As to nonaccrual and substandard loans, management believes that adequate collateralization generally exists for these loans in accordance with GAAP. Each quarter, the Corporation assesses risk in the loan portfolio compared with the balance in the allowance for loan losses and the current evaluation factors.

Information on nonaccrual loans, by collateral type rather than loan class, at September 30, ~~2018,~~2019, as compared to December 31, ~~2017,~~2018, is as follows:

Dollars in thousands	Number of Credit Relationships	Balance		Specific Loss Allocations		Current Year Charge-Offs		Location	Originated	Number of Credit Relationships	Balance		Specific Loss Allocations		Current Year Charge-Offs		Location	Originated
September 30, 2018
September 30, 2019
Owner occupied commercial real estate										8	$	2,746	$	48	$	—	In market	2007 - 2017
Investment/rental residential real estate										3	400		—		—		In market	2008 - 2015
Total										11	$	3,146	$	48	$	—

December 31, 2018
Owner occupied commercial real estate	7	$	3,281	$	—	$	33	In market	1995 - 2012	5	2,880		—		33		In market	1995 - 2011
Investment/rental residential real estate	1	533		—		376		In market	2003 - 2011	2	537		—		376		In market	2008 - 2011
Commercial and industrial	—	—		—		809		In market	2006 - 2015	—	—		—		809		In market	2006 - 2015
Total	8	$	3,814	$	—	$	1,218			7	$	3,417	$	—	$	1,218

December 31, 2017
Owner occupied commercial real estate	9	4,378		60		—		In market	1995 - 2012
Investment/rental residential real estate	2	478		377		—		In market	2003 - 2011
Commercial and industrial	3	1,499		792		—		In market	2006 - 2015
Total	14	$	6,355	$	1,229	$	—

Management deemed it appropriate to provide this type of more detailed information by collateral type in order to provide additional detail on the loans.

All nonaccrual impaired loans are to borrowers located within the market area served by the Corporation in southcentral Pennsylvania and nearby areas of northern Maryland. All nonaccrual impaired loans were originated by ACNB’s banking subsidiary ~~except for one participation loan discussed below,~~ between 1995 and ~~2015~~2017 for purposes listed in the classifications in the table above.

Owner occupied commercial real estate and construction at September 30, ~~2018,~~2019, includes ~~seven~~eight unrelated loan ~~relationships, all of which, except for a $2,256,000~~relationships. An $834,000 merger acquired loan relationship for a ~~retreat property,~~light manufacturing enterprise which was performing when acquired is making payments post-bankruptcy filing. The other loans is this category have balances of less than ~~$431,000~~$390,000 each, for which the real estate is collateral and is used in connection with a business enterprise that is suffering economic stress or is out of business. The retreat property loan originated in 2008 was added to nonaccrual in the second quarter of 2017 and is supported by adequate collateral. One of two improved parcels is being actively marketed for sale. Another property added in the second quarter of 2017 is an $832,000 loan with modified terms and conditions originated in 2011 secured by a tourism related lodging real estate that was assigned $60,000 in specific allocation based on a sales contract. The property was sold in 2018 at a smaller loss. A third property added in the second quarter 2017 was a $597,000 loan relationship ($444,000 in commercial and industrial and $153,000 in owner occupied commercial real estate) with normal terms and conditions secured by a construction business assets that was charged off in 2018 with a $367,000 loss. The other loans in this category were originated between ~~1995~~2007 and ~~2012~~2017 and are business loans impacted by specific borrower credit situations. Most loans in this category are making principal payments. Collection efforts will continue unless it is deemed in the best interest of the Corporation to initiate foreclosure procedures. Another loan originated in 2008 and added to nonaccrual in the second quarter of 2017 had a balance of $2,046,000 before being paid off by outside funds in the second quarter 2019. Another $600,000 loan originated in 2009 and added to nonaccrual in the second quarter of 2013 had a balance of $100,000 before being paid off by outside funds in the third quarter 2019.

Investment/rental residential real estate at September 30, ~~2018,~~2019, includes ~~one~~three loan relationships totaling ~~$533,000~~$400,000 for which the real estate is collateral and the purpose of which is for speculation, rental, or other non-owner occupied uses. One ~~loan with multiple separate rental houses was added in the second quarter of 2016 and the $376,000 specific loss allocation was charged off in 2018. One~~ unrelated loan ~~for approximately $101,000~~ in this category at April 2015, was stayed from further foreclosure action by a bankruptcy filing. A second unrelated loan was added in the second quarter 2019 after a bankruptcy filing and payments ceased. A third loan added in the third quarter involves locating the parties to an estate. An unrelated loan previously in this category was sold at Sheriff’s Sale to a third party and was paid in full after court ratification in the third quarter.

~~All~~There were no impaired commercial and industrial loans at September 30, 2018 were settled, one participation loan with standard terms and conditions including repayment from conversion of trade assets for a business in southcentral Pennsylvania in Chapter 11 bankruptcy that has a balance of $0 after $1,717,000 in principal payments since it was moved to nonaccrual in the third quarter of 2014 after becoming delinquent. An unrelated $868,000 commercial loan relationship to finance a subcontract and change orders was moved to nonaccrual in the fourth quarter of 2016 with a $517,000 specific allocation when part of the amount due to the subcontractor to perform on the loan was in dispute with the contractor and continues to be litigated.2019.

5547

~~The loan was settled in the second quarter of 2018 with a $442,000 charge off.~~

The Corporation utilizes a systematic review of its loan portfolio on a quarterly basis in order to determine the adequacy of the allowance for loan losses. In addition, ACNB engages the services of an outside independent loan review function and sets the timing and coverage of loan reviews during the year. The results of this independent loan review are included in the systematic review of the loan portfolio. The allowance for loan losses consists of a component for individual loan impairment, primarily based on the loan’s collateral fair value and expected cash flow. A watch list of loans is identified for evaluation based on internal and external loan grading and reviews. Loans other than those determined to be impaired are grouped into pools of loans with similar credit risk characteristics. These loans are evaluated as groups with allocations made to the allowance based on historical loss experience adjusted for current trends in delinquencies, trends in underwriting and oversight, concentrations of credit, and general economic conditions within the Corporation’s trading area. The provision expense was based on the loans discussed above, as well as current trends in the watch list and the local economy as a whole. The charge-offs discussed elsewhere in this Management’s Discussion and Analysis create the recent loss history experience and result in the qualitative adjustment which, in turn, affects the calculation of losses inherent in the portfolio. The provision for loan losses ~~(or lack thereof)~~ for ~~2018~~2019 and ~~2017~~2018 was a result of the measurement of the adequacy of the allowance for loan losses at each period.

Premises and Equipment

During the quarter ended June 30, 2016, a building was sold and the Corporation is leasing back a portion of that building. In connection with these transactions, a gain of $1,147,000 was realized, of which $447,000 was recognized in the quarter ended June 30, 2016 and the remaining $700,000 deferred for future recognition over the lease back term. A reduction of lease expense of $53,000 was recognized in the first nine months of ~~2018. A reduction of lease expense of $53,000 was recognized in the first nine months of 2017.~~2019 and 2018, respectively. ACNB valued six buildings acquired from New Windsor at $8,624,000 at July 1, 2017.

Foreclosed Assets Held for Resale

Foreclosed assets held for resale consists of the fair value of real estate acquired through foreclosure on real estate loan collateral or the acceptance of ownership of real estate in lieu of the foreclosure process. These fair values, less estimated costs to sell, become the Corporation’s new cost basis. Fair values are based on appraisals that consider the sales prices of similar properties in the proximate vicinity less estimated selling costs. The carrying value of real estate acquired through foreclosure totaled ~~$63,000~~$0 for ~~one property and borrower~~ at September 30, ~~2018,~~2019, compared to ~~$436,000~~$155,000 for ~~three~~two unrelated properties and borrowers at December 31, ~~2017.~~2018. The decrease in the carrying value was due to the properties sold in ~~2018.~~2019. All properties are ~~being~~ actively marketed. The Corporation expects to obtain and market additional foreclosed assets through the remainder of ~~2018;~~2019; however, the total amount and timing is currently not certain.

Deposits

ACNB relies on deposits as a primary source of funds for lending activities with total deposits of ~~$1,347,243,000~~$1,417,610,000 as of September 30, ~~2018.~~2019. Deposits increased by ~~$35,359,000,~~$70,367,000, or ~~2.7%~~5.2%, from September 30, ~~2017,~~2018, to September 30, ~~2018,~~2019, and increased by ~~$48,751,000,~~$69,518,000, or ~~3.8%~~5.2%, from December 31, ~~2017,~~2018, to September 30, ~~2018.~~2019. Deposits acquired from New Windsor totaled $293,333,000 on July 1, 2017. Deposits vary between quarters mostly reflecting different levels held by local government and school districts during different times of the year. ACNB’s deposit pricing function employs a disciplined pricing approach based upon alternative funding rates, but also strives to price deposits to be competitive with relevant local competition, including a local government investment trust, credit unions and larger regional banks. During the recession and subsequent slow recovery, deposit growth mix experienced a shift to transaction accounts as customers put more value in liquidity and FDIC insurance. Products, such as money market accounts and interest-bearing transaction accounts that had suffered declines in past years, continued with recovered balances; however, more recent trends suggest a return to more normal, lower balances. ACNB’s ability to maintain and add to its deposit base may be impacted by the reluctance of consumers to accept low rates and by competition willing to pay above market rates to attract market share. Alternatively, if rates rise rapidly, ~~and~~or when the equity markets ~~recover,~~are high, funds could leave the Corporation or be priced higher to maintain deposits.

Borrowings

Short-term borrowings are comprised primarily of securities sold under agreements to repurchase and short-term borrowings from the FHLB. As of September 30, ~~2018,~~2019, short-term borrowings were ~~$38,525,000,~~$41,509,000, as compared to ~~$36,908,000~~$34,648,000 at December 31, ~~2017,~~2018, and ~~$33,806,000~~$38,525,000 at September 30, ~~2017.~~2018. Agreements to repurchase accounts are within the commercial and local government customer base and have attributes similar to core deposits. Investment securities are pledged in sufficient amounts to collateralize these agreements. In comparison to year-end ~~2017,~~2018, repurchase agreement balances were up ~~$1,617,000,~~$6,893,000, or ~~4.4%~~19.9%, due to changes in the cash flow position of ACNB’s commercial and local government customer base and competition from non-bank sources. There were no short-term FHLB borrowings at September 30, 2019 and 2018, ~~December 31, 2017,~~ and ~~September 30, 2017.~~

5648

there were $32,000 in short-term FHLB borrowings at December 31, 2018. Short-term FHLB borrowings are used to even out funding from seasonal and daily fluctuations in the deposit base. Long-term borrowings consist of longer-term advances from the FHLB that provides term funding of loan assets, and Corporate borrowings that were acquired or originated in regards to ~~the acquisition of New Windsor.~~acquisitions. Long-term borrowings totaled $72,068,000 at September 30, 2019, versus $83,516,000 at December 31, 2018, and $84,725,000 at September 30, ~~2018, versus $94,600,000 at December 31, 2017, and $96,850,000 at September 30, 2017.~~2018. The Corporation decreased long-term borrowings ~~12.5%~~14.9% from September 30, ~~2017.~~2018. A $4.6 million loan was paid down to $2.0 million outstanding balance on a borrowing from a local bank ~~was~~that had been made to fund the cash payment to shareholders of the New Windsor ~~acquisition and Russell Insurance Group, Inc.~~acquisition. RIG borrowed ~~$1,000,000~~$1.0 million from a local bank at the end of the third quarter 2018 to fund ~~an impending~~a book of business ~~purchase. $11.0~~purchase, balance at September 30, 2019 was $900,000. $10.0 million was the net decrease to FHLB borrowings to balance loan demand and deposit growth. Laddered FHLB fixed-rate term advances that matured in 2019 were ~~taken in 2018~~not renewed due to ~~mature from 2021 to 2022 to reduce net liability sensitivity. In addition,~~adequate deposit funding sources. $5 million was subordinated debt acquired from New Windsor. Please refer to the Liquidity discussion below for more information on the Corporation’s ability to borrow.

Capital

ACNB’s capital management strategies have been developed to provide an appropriate rate of return, in the opinion of management, to stockholders, while maintaining its “well-capitalized” regulatory position in relationship to its risk exposure. Total stockholders’ equity was $186,074,000 at September 30, 2019, compared to $168,137,000 at December 31, 2018, and $164,512,000 at September 30, ~~2018, compared to $153,966,000 at December 31, 2017, and $153,256,000 at September 30, 2017.~~2018. Stockholders’ equity increased in the first nine months of ~~2018~~2019 by ~~$10,546,000~~$17,937,000 due in part to ~~$11,899,000~~$13,489,000 in earnings retained in capital.

The acquisition of New Windsor resulted in 938,360 new ACNB shares of common stock issued to the New Windsor shareholders valued at $28,620,000 in 2017.

A ~~$1,943,000 increase~~$3,407,000 decrease in accumulated other comprehensive loss was a result of a net increase in the fair value of the investment portfolio and changes in the net funded position of the defined benefit pension plan. Other comprehensive income or loss is mainly caused by fixed-rate investment securities gaining or losing value in different interest rate environments and changes in the net funded position of the defined benefit pension plan.

The primary source of additional capital to ACNB is earnings retention, which represents net income less dividends declared. During the first nine months of 2019, ACNB earned $18,640,000 and paid dividends of $5,151,000 for a dividend payout ratio of 27.6%. During the first nine months of 2018, ACNB earned $16,459,000 and paid dividends of $4,642,000 for a dividend payout ratio of 28.2%~~. During the first nine months of 2017, ACNB earned $7,271,000 and paid dividends of $3,829,000 for a dividend payout ratio of 52.7%~~.

ACNB Corporation has a Dividend Reinvestment and Stock Purchase Plan that provides registered holders of ACNB Corporation common stock with a convenient way to purchase additional shares of common stock by permitting participants in the plan to automatically reinvest cash dividends on all or a portion of the shares owned and to make quarterly voluntary cash payments under the terms of the plan. Participation in the plan is voluntary, and there are eligibility requirements to participate in the plan. Year-to-date September 30, 2019, 12,504 shares were issued under this plan with proceeds in the amount of $328,000. Year-to-date September 30, 2018, 11,822 shares were issued under this plan with proceeds in the amount of $391,000. ~~Year-to-date September 30, 2017, 10,954 shares were issued under this plan with proceeds in the amount of $258,000.~~ Proceeds are used for general corporate purposes.

ACNB Corporation has a Restricted Stock plan available to selected officers and employees of the Bank, to advance the best interest of ACNB Corporation and its shareholders. The plan provides those persons who have responsibility for its growth with additional incentive by allowing them to acquire an ownership in ACNB Corporation and thereby encouraging them to contribute to the success of the Corporation. ~~To date, 26,045~~As of September 30, 2019, there were 25,945 shares of common stock granted as restricted stock awards to employees of the subsidiary bank. The restricted stock plan expired by its own terms after 10 years on February 24, 2019, and no further shares may be issued under the plan. Proceeds are used for general corporate purposes.

ACNB is subject to various regulatory capital requirements administered by the federal banking agencies. Failure to meet minimum capital requirements can initiate certain mandatory and possibly additional discretionary actions by regulators that, if undertaken, could have a direct material effect on ACNB. Under capital adequacy guidelines and the regulatory framework for prompt corrective action, ACNB must meet specific capital guidelines that involve quantitative measures of its assets, liabilities, and certain off-balance sheet items as calculated under regulatory accounting practices. The capital amounts and

reclassifications are also subject to qualitative judgments by the regulators about components, risk weightings, and other factors.

Quantitative measures established by regulation to ensure capital adequacy require ACNB to maintain minimum amounts and ratios of total and Tier 1 capital to average assets. Management believes, as of September 30, ~~2018,~~2019, and December 31, ~~2017,~~2018, that ACNB’s banking subsidiary met all minimum capital adequacy requirements to which it is subject and is categorized as “well capitalized” for regulatory purposes.

There are no subsequent conditions or events that management believes have changed the banking subsidiary’s category.

Regulatory Capital Changes

In July 2013, the federal banking agencies issued final rules to implement the Basel III regulatory capital reforms and changes required by the Dodd-Frank Act. The phase-in period for community banking organizations began January 1, 2015, while larger institutions (generally those with assets of $250 billion or more) began compliance effective January 1, 2014. The final rules call for the following capital requirements:

· a minimum ratio of common Tier 1 capital to risk-weighted assets of 4.5%;

· a minimum ratio of Tier 1 capital to risk-weighted assets of 6.0%;

· a minimum ratio of total capital to risk-weighted assets of 8.0%; and,

· a minimum leverage ratio of 4.0%.

In addition, the final rules establish a common equity Tier 1 capital conservation buffer of 2.5% of risk-weighted assets applicable to all banking organizations. If a banking organization fails to hold capital above the minimum capital ratios and the capital conservation buffer, it will be subject to certain restrictions on capital distributions and discretionary bonus payments. The phase-in period for the capital conservation and countercyclical capital buffers for all banking organizations began on January 1, 2016.

Under the initially proposed rules, accumulated other comprehensive income (AOCI) would have been included in a banking organization’s common equity Tier 1 capital. The final rules allow community banks to make a one-time election not to include these additional components of AOCI in regulatory capital and instead use the existing treatment under the general risk-based capital rules that excludes most AOCI components from regulatory capital. The opt-out election must be made in the first call report or FR Y-9 series report that is filed after the financial institution becomes subject to the final rule. The Corporation elected to opt-out.

The rules permanently grandfather non-qualifying capital instruments (such as trust preferred securities and cumulative perpetual preferred stock) issued before May 19, 2010, for inclusion in the Tier 1 capital of banking organizations with total consolidated assets of less than $15 billion as of December 31, 2009, and banking organizations that were mutual holding companies as of May 19, 2010.

The proposed rules would have modified the risk-weight framework applicable to residential mortgage exposures to require banking organizations to divide residential mortgage exposures into two categories in order to determine the applicable risk weight. In response to commenter concerns about the burden of calculating the risk weights and the potential negative effect on credit availability, the final rules do not adopt the proposed risk weights, but retain the current risk weights for mortgage exposures under the general risk-based capital rules.

Consistent with the Dodd-Frank Act, the new rules replace the ratings-based approach to securitization exposures, which is based on external credit ratings, with the simplified supervisory formula approach in order to determine the appropriate risk weights for these exposures. Alternatively, banking organizations may use the existing gross-up approach to assign securitization exposures to a risk weight category or choose to assign such exposures a 1,250 percent risk weight.

Under the new rules, mortgage servicing assets and certain deferred tax assets are subject to stricter limitations than those applicable under the current general risk-based capital rule. The new rules also increase the risk weights for past due loans, certain commercial real estate loans, and some equity exposures, and makes selected other changes in risk weights and credit conversion factors.

The Corporation calculated regulatory ratios as of September 30, ~~2018,~~2019, and confirmed no material impact on the capital,

operations, liquidity, and earnings of the Corporation and the banking subsidiary from the changes in the regulations.

Risk-Based Capital

ACNB Corporation considers the capital ratios of the banking subsidiary to be the relevant measurement of capital adequacy.

The banking subsidiary’s capital ratios are as follows:

	September 30, 2018		December 31, 2017		To Be Well Capitalized Under Prompt Corrective Action Regulations		September 30, 2019		December 31, 2018		To Be Well Capitalized Under Prompt Corrective Action Regulations
Tier 1 leverage ratio (to average assets)	9.29	%	8.70	%	5.00	%	9.97	%	9.44	%	5.00	%
Common Tier 1 capital ratio (to risk-weighted assets)	12.75	%	12.34	%	6.50	%	13.72	%	12.89	%	6.50	%
Tier 1 risk-based capital ratio (to risk-weighted assets)	12.75	%	12.34	%	8.00	%	13.72	%	12.89	%	8.00	%
Total risk-based capital ratio	13.90	%	13.58	%	10.00	%	14.87	%	14.07	%	10.00	%

Liquidity

Effective liquidity management ensures the cash flow requirements of depositors and borrowers, as well as the operating cash needs of ACNB, are met.

ACNB’s funds are available from a variety of sources, including assets that are readily convertible such as interest bearing deposits with banks, maturities and repayments from the securities portfolio, scheduled repayments of loans receivable, the core deposit base, and the ability to borrow from the FHLB. At September 30, ~~2018,~~2019, ACNB’s banking subsidiary had a borrowing capacity of approximately ~~$678,883,000~~$707,508,000 from the FHLB, of which ~~$582,427,000~~$613,268,000 was available. Because of various restrictions and requirements on utilizing the available balance, ACNB considers ~~$413,000,000~~$460,000,000 to be the practicable additional borrowing capacity, which is considered to be sufficient for operational needs. The FHLB system is self-capitalizing, member-owned, and its member banks’ stock is not publicly traded. ACNB creates its borrowing capacity with the FHLB by granting a security interest in certain loan assets with requisite credit quality. ACNB has reviewed information on the FHLB system and the FHLB of Pittsburgh, and has concluded that they have the capacity and intent to continue to provide both operational and contingency liquidity. The FHLB of Pittsburgh instituted a requirement that a member’s investment securities must be moved into a safekeeping account under FHLB control to be considered in the calculation of maximum borrowing capacity. The Corporation currently has securities in safekeeping at the FHLB of Pittsburgh; however, the safekeeping account is under the Corporation’s control. As better contingent liquidity is maintained by keeping the securities under the Corporation’s control, the Corporation has not moved the securities which, in effect, lowered the Corporation’s maximum borrowing capacity. However, there is no practical reduction in borrowing capacity as the securities can be moved into the FHLB-controlled account promptly if they are needed for borrowing purposes.

Another source of liquidity is securities sold under repurchase agreements to customers of ACNB’s banking subsidiary totaling approximately ~~$38,525,000~~$41,509,000 and ~~$36,908,000~~$34,616,000 at September 30, ~~2018,~~2019, and December 31, ~~2017,~~2018, respectively. These agreements vary in balance according to the cash flow needs of customers and competing accounts at other financial organizations.

The liquidity of the parent company also represents an important aspect of liquidity management. The parent company’s cash outflows consist principally of dividends to stockholders and corporate expenses. The main source of funding for the parent company is the dividends it receives from its subsidiaries. Federal and state banking regulations place certain legal restrictions and other practicable safety and soundness restrictions on dividends paid to the parent company from the subsidiary bank.

ACNB manages liquidity by monitoring projected cash inflows and outflows on a daily basis, and believes it has sufficient funding sources to maintain sufficient liquidity under varying degrees of business conditions.

Off-Balance Sheet Arrangements

The Corporation is party to financial instruments with off-balance sheet risk in the normal course of business to meet the financing needs of its customers. These financial instruments include commitments to extend credit and, to a lesser extent, standby letters of credit. At September 30, ~~2018,~~2019, the Corporation had unfunded outstanding commitments to extend credit of approximately ~~$289,190,000~~$311,792,000 and outstanding standby letters of credit of approximately ~~$4,479,000.~~$6,905,000. Because these commitments generally have fixed expiration dates and many will expire without being drawn upon, the total commitment level does not necessarily represent future cash requirements.

5951

Market Risks

Financial institutions can be exposed to several market risks that may impact the value or future earnings capacity of the organization. These risks involve interest rate risk, foreign currency exchange risk, commodity price risk, and equity market price risk. ACNB’s primary market risk is interest rate risk. Interest rate risk is inherent because, as a financial institution, ACNB derives a significant amount of its operating revenue from “purchasing” funds (customer deposits and wholesale borrowings) at various terms and rates. These funds are then invested into earning assets (primarily loans and investments) at various terms and rates.

Proposed Acquisition of FCBI

On July 2 and 3, 2019, the Corporation filed Forms 8-K with the Securities and Exchange Commission announcing the execution of a definitive agreement whereby Frederick County Bancorp, Inc. (FCBI), headquartered in Frederick, Maryland, will be merged with and into an ACNB acquisition subsidiary and, as soon as possible thereafter, Frederick County Bank, FCBI’s wholly-owned subsidiary, will merge with and into ACNB Bank. With the consummation of the acquisition, ACNB Bank will operate former Frederick County Bank locations in the Frederick County market as “FCB Bank, A Division of ACNB Bank”. One director from FCBI will join the boards of directors of ACNB and ACNB Bank, respectively. Based on the financial results as of March 31, 2019, the combined company would have pro forma total assets of $2.2 billion, total deposits of $1.8 billion, and total loans of $1.7 billion. The transaction has been unanimously approved by the boards of directors of both companies. It is subject to FCBI stockholder approval of the transaction, ACNB shareholder approval of the issuance of ACNB common stock for the transaction, regulatory approvals, and other customary closing conditions. Currently, the transaction is expected to close in the first quarter of 2020, after all such conditions are met. Approximately 1,600,596 shares of ACNB common stock are currently expected to be issued in connection with the FCBI acquisition at closing. Further discussion of the risk factors involved with the merger of FCBI into the Corporation can be found in Part II, Item 1A - Risk Factors.

RECENT DEVELOPMENTS

BANK SECRECY ACT (BSA) - The Bank Secrecy Act, as amended by the Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism Act of 2001 (USA PATRIOT Act), imposes obligations on U.S. financial institutions, including banks and broker-dealer subsidiaries, to implement policies, procedures and controls which are reasonably designed to detect and report instances of money laundering and the financing of terrorism. Financial institutions also are required to respond to requests for information from federal banking agencies and law enforcement agencies. Information sharing among financial institutions for the above purposes is encouraged by an exemption granted to complying financial institutions from the privacy provisions of the Gramm-Leach-Bliley Act and other privacy laws. Financial institutions that hold correspondent accounts for foreign banks or provide banking services to foreign individuals are required to take measures to avoid dealing with certain foreign individuals or entities, including foreign banks with profiles that raise money laundering concerns, and are prohibited from dealing with foreign “shell banks” and persons from jurisdictions of particular concern. The primary federal banking agencies and the Secretary of the Treasury have adopted regulations to implement several of these provisions. Effective May 11, 2018, the Bank must comply with the new Customer Due Diligence Rule, which clarified and strengthened the existing obligations for identifying new and existing customers and includes risk-based procedures for conducting ongoing customer due diligence. All financial institutions are also required to establish internal anti-money laundering programs. The effectiveness of a financial institution in combating money laundering activities is a factor to be considered in any application submitted by the financial institution under the Bank Merger Act. The Corporation’s banking subsidiary has a BSA and USA PATRIOT Act compliance program commensurate with its risk profile and appetite.

TAX CUTS AND JOBS ACT - On December 22, 2017, the Tax Cuts and Jobs Act was signed into law. Among other changes, the Tax Cuts and Jobs Act ~~reduces~~reduced the federal corporate tax rate from 35% to 21% effective January 1, 2018. ACNB anticipates that this tax rate change should reduce its federal income tax liability in future years, ~~beginning with~~as it did in 2018. However, the Corporation did recognize certain effects of the tax law changes in 2017. U.S. generally accepted accounting principles require companies to revalue their deferred tax assets and liabilities as of the date of enactment, with resulting tax effects accounted for in the reporting period of enactment. Since the enactment took place in December 2017, the Corporation revalued its net deferred tax assets in the fourth quarter of 2017, resulting in an approximately $1.7 million reduction to earnings in 2017.

DODD-FRANK WALL STREET REFORM AND CONSUMER PROTECTION ACT (DODD-FRANK) - In 2010, the Dodd-Frank Wall Street Reform and Consumer Protection Act was signed into law. Dodd-Frank was intended to effect a fundamental restructuring of federal banking regulation. Among other things, Dodd-Frank created the Financial Stability Oversight Council to identify systemic risks in the financial system and gives federal regulators new authority to take control of and liquidate

financial firms. Dodd-Frank additionally created a new independent federal regulator to administer federal consumer protection laws. Dodd-Frank has had and will continue to have a significant impact on ACNB’s business operations as its provisions take effect. It is expected that, as various implementing rules and regulations are released, they will increase ACNB’s operating and compliance costs and could increase the banking subsidiary’s interest expense. Among the provisions that are likely to affect ACNB are the following:

Holding Company Capital Requirements

Dodd-Frank requires the Federal Reserve to apply consolidated capital requirements to bank holding companies that are no less stringent than those currently applied to depository institutions. Under these standards, trust preferred securities are excluded from Tier 1 capital unless such securities were issued prior to May 19, 2010, by a bank holding company with less than $15 billion in assets as of December 31, 2009. Dodd-Frank additionally requires that bank regulators issue countercyclical capital requirements so that the required amount of capital increases in times of economic expansion, consistent with safety and soundness.

Deposit Insurance

Dodd-Frank permanently increased the maximum deposit insurance amount for banks, savings institutions, and credit unions to $250,000 per depositor. Dodd-Frank also ~~broadens~~broadened the base for FDIC insurance assessments. Assessments are now based on the average consolidated total assets less tangible equity capital of a financial institution. Dodd-Frank requires the FDIC to increase the reserve ratio of the Deposit Insurance Fund from 1.15% to 1.35% of insured deposits by 2020 and eliminates the requirement that the FDIC pay dividends to insured depository institutions when the reserve ratio exceeds certain thresholds. Dodd-Frank also eliminated the federal statutory prohibition against the payment of interest on business checking accounts.

Corporate Governance

Dodd-Frank requires publicly-traded companies to give stockholders a non-binding vote on executive compensation at least every three years, a non-binding vote regarding the frequency of the vote on executive compensation at least every six years, and a non-binding vote on “golden parachute” payments in connection with approvals of mergers and acquisitions unless previously voted on by the stockholders. Additionally, Dodd-Frank directs the federal banking regulators to promulgate rules prohibiting excessive compensation paid to executives of depository institutions and their holding companies with assets in excess of $1.0 billion, regardless of whether the company is publicly traded. Dodd-Frank also gives the SEC authority to prohibit broker discretionary voting on elections of directors and executive compensation matters.

Prohibition Against Charter Conversions of Troubled Institutions

Dodd-Frank prohibits a depository institution from converting from a state to a federal charter, or vice versa, while it is the subject of a cease and desist order or other formal enforcement action or a memorandum of understanding with respect to a significant supervisory matter unless the appropriate federal banking agency gives notice of the conversion to the federal or state authority that issued the enforcement action and that agency does not object within 30 days. The notice must include a plan to address the significant supervisory matter. The converting institution must also file a copy of the conversion application with its current federal regulator, which must notify the resulting federal regulator of any ongoing supervisory or investigative proceedings that are likely to result in an enforcement action and provide access to all supervisory and investigative information relating thereto.

Interstate Branching

Dodd-Frank authorizes national and state banks to establish branches in other states to the same extent as a bank chartered by that state would be permitted. Previously, banks could only establish branches in other states if the host state expressly permitted out-of-state banks to establish branches in that state. Accordingly, banks are able to enter new markets more freely.

Limits on Interstate Acquisitions and Mergers

Dodd-Frank precludes a bank holding company from engaging in an interstate acquisition — the acquisition of a bank outside its home state — unless the bank holding company is both well capitalized and well managed. Furthermore, a bank may not engage in an interstate merger with another bank headquartered in another state unless the surviving institution will be well capitalized and well managed. The previous standard in both cases was adequately capitalized and adequately managed.

Limits on Interchange Fees

Dodd-Frank amended the Electronic Fund Transfer Act to, among other things, give the Federal Reserve the authority to establish rules regarding interchange fees charged for electronic debit transactions by payment card issuers having assets over $10 billion and to enforce a new statutory requirement that such fees be reasonable and proportional to the actual cost of a transaction to the issuer.

Consumer Financial Protection Bureau

Dodd-Frank created the independent federal agency called the Consumer Financial Protection Bureau (CFPB), which is granted broad rulemaking, supervisory and enforcement powers under various federal consumer financial protection laws, including the Equal Credit Opportunity Act, Truth in Lending Act, Real Estate Settlement Procedures Act, Fair Credit Reporting Act, Fair Debt Collection Act, Consumer Financial Privacy provisions of the Gramm-Leach-Bliley Act, and certain other statutes. The CFPB has examination and primary enforcement authority with respect to depository institutions with $10 billion or more in assets. Smaller institutions are subject to rules promulgated by the CFPB, but continue to be examined and supervised by federal banking regulators for consumer compliance purposes.

The CFPB has authority to prevent unfair, deceptive or abusive practices in connection with the offering of consumer financial products. Dodd-Frank authorizes the CFPB to establish certain minimum standards for the origination of residential mortgages including a determination of the borrower’s ability to repay. In addition, Dodd-Frank allows borrowers to raise certain defenses to foreclosure if they receive any loan other than a “qualified mortgage” as defined by the CFPB. Dodd-Frank permits states to adopt consumer protection laws and standards that are more stringent than those adopted at the federal level and, in certain circumstances, permits state attorneys general to enforce compliance with both the state and federal laws and regulations.

ABILITY-TO-REPAY AND QUALIFIED MORTGAGE RULE - Pursuant to Dodd-Frank as highlighted above, the CFPB issued a final rule on January 10, 2013 (effective on January 10, 2014), amending Regulation Z as implemented by the Truth in Lending Act, requiring mortgage lenders to make a reasonable and good faith determination based on verified and documented information that a consumer applying for a mortgage loan has a reasonable ability to repay the loan according to its terms. Mortgage lenders are required to determine the consumer’s ability to repay in one of two ways. The first alternative requires the mortgage lender to consider the following eight underwriting factors when making the credit decision: (1) current or reasonably expected income or assets; (2) current employment status; (3) the monthly payment on the covered transaction; (4) the monthly payment on any simultaneous loan; (5) the monthly payment for mortgage-related obligations; (6) current debt obligations, alimony, and child support; (7) the monthly debt-to-income ratio or residual income; and, (8) credit history. Alternatively, the mortgage lender can originate “qualified mortgages”, which are entitled to a presumption that the creditor making the loan satisfied the ability-to-repay requirements. In general, a “qualified mortgage” is a mortgage loan without negative amortization, interest-only payments, balloon payments, or terms exceeding 30 years. In addition, to be a qualified mortgage, the points and fees paid by a consumer cannot exceed 3% of the total loan amount. Loans which meet these criteria will be considered qualified mortgages and, as a result, generally protect lenders from fines or litigation in the event of foreclosure. Qualified mortgages that are “higher-priced” (e.g., subprime loans) garner a rebuttable presumption of compliance with the ability-to-repay rules, while qualified mortgages that are not “higher-priced” (e.g., prime loans) are given a safe harbor of compliance. The impact of the final rule, and the subsequent amendments thereto, on the Corporation’s lending activities and the Corporation’s statements of income or condition has had little or no impact; however, management will continue to monitor the implementation of the rule for any potential effects on the Corporation’s business.

DEPARTMENT OF DEFENSE MILITARY LENDING RULE - In 2015, the U.S. Department of Defense issued a final rule which restricts pricing and terms of certain credit extended to active duty military personnel and their families. This rule, which was implemented effective October 3, 2016, caps the interest rate on certain credit extensions to an annual percentage rate of 36% and restricts other fees. The rule requires financial institutions to verify whether customers are military personnel subject to the rule. The impact of this final rule, and any subsequent amendments thereto, on the Corporation’s lending activities and the Corporation’s statements of income or condition has had little or no impact; however, management will continue to monitor the implementation of the rule for any potential effects on the Corporation’s business.

SUPERVISION AND REGULATION

Dividends

ACNB is a legal entity separate and distinct from its subsidiary bank. ACNB’s revenues, on a parent company only basis, result primarily from dividends paid to the Corporation by its subsidiaries. Federal and state laws regulate the payment of dividends by ACNB’s subsidiary bank. For further information, please refer to Regulation of Bank below.

Regulation of Bank

The operations of the subsidiary bank are subject to statutes applicable to banks chartered under the banking laws of Pennsylvania, to state nonmember banks of the Federal Reserve, and to banks whose deposits are insured by the FDIC. The subsidiary bank’s operations are also subject to regulations of the Pennsylvania Department of Banking and Securities, Federal Reserve, and FDIC.

The Pennsylvania Department of Banking and Securities, which has primary supervisory authority over banks chartered in Pennsylvania, regularly examines banks in such areas as reserves, loans, investments, management practices, and other aspects of operations. The subsidiary bank is also subject to examination by the FDIC for safety and soundness, as well as consumer compliance. These examinations are designed for the protection of the subsidiary bank’s depositors rather than ACNB’s shareholders. The subsidiary bank must file quarterly and annual reports to the Federal Financial Institutions Examination Council, or FFIEC.

Monetary and Fiscal Policy

ACNB and its subsidiary bank are affected by the monetary and fiscal policies of government agencies, including the Federal Reserve and FDIC. Through open market securities transactions and changes in its discount rate and reserve requirements, the Board of Governors of the Federal Reserve exerts considerable influence over the cost and availability of funds for lending and investment. The nature and impact of monetary and fiscal policies on future business and earnings of ACNB cannot be predicted at this time. From time to time, various federal and state legislation is proposed that could result in additional regulation of, and restrictions on, the business of ACNB and the subsidiary bank, or otherwise change the business environment. Management cannot predict whether any of this legislation will have a material effect on the business of ACNB.

ITEM 3 - QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

Management monitors and evaluates changes in market conditions on a regular basis. Based upon the most recent review, management has determined that there have been no material changes in market risks since year-end ~~2017.~~2018. For further discussion of year-end information, please refer to the Annual Report on Form 10-K for the fiscal year ended December 31, ~~2017.~~2018.

ITEM 4 - CONTROLS AND PROCEDURES

EVALUATION OF DISCLOSURE CONTROLS AND PROCEDURES

As of the end of the period covered by this report, the Corporation carried out an evaluation, under the supervision and with the participation of its management, including the Chief Executive Officer and Chief Financial Officer, of the effectiveness of the design and operation of its disclosure controls and procedures pursuant to Exchange Act Rule 13a-15. Based upon that evaluation, the Chief Executive Officer and Chief Financial Officer concluded that the Corporation’s disclosure controls and procedures are effective in timely alerting them to material information relating to the Corporation (including its consolidated subsidiaries) required to be included in periodic SEC filings.

Disclosure controls and procedures are Corporation controls and other procedures that are designed to ensure that information required to be disclosed by the Corporation in the reports that it files or submits under the Securities Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms.

There were no changes in the Corporation’s internal control over financial reporting during the quarterly period ended September 30, ~~2018,~~2019, that have materially affected, or are reasonably likely to materially affect, the internal control over financial reporting.

6355

PART II - OTHER INFORMATION

ACNB CORPORATION

ITEM 1 - LEGAL PROCEEDINGS

As of September 30, ~~2018,~~2019, there were no material pending legal proceedings, other than ordinary routine litigation incidental to the business, to which ACNB or its subsidiaries are a party or by which any of their assets are the subject, which could have a material adverse effect on ACNB or its subsidiaries or their results of operations. In addition, no material proceedings are pending or are known to be threatened or contemplated against the Corporation or its subsidiaries by governmental authorities.

ITEM 1A - RISK FACTORS

Management has reviewed the risk factors that were previously disclosed in the Annual Report on Form 10-K for the fiscal year ended December 31, ~~2017. There are no material changes in~~2018. In addition to the risk factors as previously disclosed in the Form ~~10-K.~~10-K, management has identified the following additional risk factors:

A NEW ACCOUNTING STANDARD MAY REQUIRE ACNB TO INCREASE ITS ALLOWANCE FOR LOAN LOSSES AND MAY HAVE A MATERIAL ADVERSE EFFECT ON ACNB’S FINANCIAL CONDITION AND RESULTS OF OPERATIONS.

In June 2016, the FASB issued ASU 2016-13, Financial Instruments - Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments, which replaces the current “incurred loss” model for recognizing credit losses with an “expected loss” model referred to as the CECL model. Under the CECL model, ACNB will be required to present certain financial assets carried at amortized cost, such as loans held for investment and held-to-maturity debt securities, at the net amount expected to be collected. The measurement of expected credit losses is to be based on information about past events, including historical experience, current conditions, and reasonable and supportable forecasts that affect the collectability of the reported amount. This measurement will take place at the time the financial asset is first added to the balance sheet and periodically thereafter. This differs significantly from the “incurred loss” model required under current US GAAP, which delays recognition until it is probable a loss has been incurred. Accordingly, ACNB expects that the adoption of the CECL model will materially affect how ACNB determines the allowance for loan losses and could require ACNB to significantly increase the allowance. Moreover, the CECL model may create more volatility in the level of ACNB’s allowance for loan losses. If ACNB is required to materially increase the level of allowance for loan losses for any reason, such increase could adversely affect ACNB’s business, financial condition, and results of operations.

Until recently, the new CECL standard was expected to become effective for ACNB on January 1, 2020, and for interim periods within that year. In October 2019, FASB voted to delay implementation of the new CECL standard for certain companies, including those companies that qualify as a smaller reporting company under SEC rules, until January 1, 2023. ACNB currently expects to continue to qualify as a smaller reporting company, based upon the current SEC definition, and as a result will likely be able to defer implementation of the new CECL standard for a period of time. Nevertheless, ACNB continues to evaluate the impact the CECL model will have on the accounting for credit losses, but ACNB expects to recognize a one-time cumulative-effect adjustment to the allowance for loan losses as of the beginning of the first reporting period in which the new standard is effective, consistent with regulatory expectations set forth in interagency guidance issued at the end of 2016. ACNB cannot yet determine the magnitude of such one-time cumulative-effect adjustment or of the overall impact of the new standard on ACNB’s business, financial condition, and results of operations.

LITIGATION AND REGULATORY ACTIONS, INCLUDING POSSIBLE ENFORCEMENT ACTIONS, COULD SUBJECT ACNB AND ITS SUBSIDIARIES TO SIGNIFICANT FINES, PENALTIES, JUDGMENTS, OR OTHER REQUIREMENTS RESULTING IN INCREASED EXPENSES OR RESTRICTIONS ON BUSINESS ACTIVITIES.

In the normal course of business, from time to time, ACNB or its subsidiaries may be named as a defendant in various legal actions, arising in connection with current and/or prior business activities. Legal actions could include claims for substantial compensatory or punitive damages or claims for indeterminate amounts of damages. Further, ACNB or its subsidiary bank may in the future be subject to consent orders or other formal or informal enforcement agreements with regulators. They may also, from time to time, be the subject of subpoenas, requests for information, reviews, investigations and proceedings (both formal and informal) by governmental agencies regarding current and/or prior business activities. Any such legal or regulatory actions may subject ACNB or its subsidiaries to substantial compensatory or punitive damages, significant fines, penalties, obligations to change business practices, or other requirements resulting in increased expenses, diminished income, and damage to their reputation. Involvement in any such matters, whether tangential or otherwise, and even if the matters are ultimately determined in their favor, could also cause significant harm to their reputation and divert management attention from the operation of their

business. Further, any settlement, consent order, other enforcement agreement or adverse judgment in connection with any formal or informal proceeding or investigation by governmental agencies may result in litigation, investigations or proceedings as other litigants and governmental agencies begin independent reviews of the same activities. As a result, the outcome of legal and regulatory actions could have a material adverse effect on ACNB’s business, financial condition, and results of operations.

RISKS RELATING TO THE MERGER OF FREDERICK COUNTY BANCORP, INC. (FCBI) INTO ACNB CORPORATION

ACNB WILL INCUR SIGNIFICANT TRANSACTION AND MERGER-RELATED COSTS IN CONNECTION WITH THE MERGER.

ACNB expects to incur costs associated with combining the operations of the two companies. ACNB is formulating detailed integration plans to deliver planned synergies. Additional unanticipated costs may be incurred in the integration of the businesses of ACNB and FCBI. Whether or not the merger is consummated, ACNB will incur substantial expenses, such as legal, accounting, printing, contract termination and financial advisory fees, in pursuing the merger. Although ACNB expects that the elimination of duplicative costs, as well as the realization of other efficiencies related to the integration of the businesses, may offset incremental transaction and merger-related costs over time, this net benefit may not be achieved in the near term, or at all.

SOME OF THE CONDITIONS TO CLOSING OF THE MERGER MAY RESULT IN DELAY OR PREVENT COMPLETION OF THE MERGER, WHICH MAY ADVERSELY AFFECT THE VALUE OF ACNB’S SECURITIES.

Completion of the merger is conditioned upon the receipt of certain governmental consents and approvals, including consents and approvals required by the Federal Reserve Board, FDIC, Pennsylvania Department of Banking and Securities, and Commissioner of Financial Regulation for the State of Maryland. Failure to obtain these consents would prevent consummation of the merger. Even if the approvals are obtained, the effort involved may delay consummation of the merger. Governmental authorities may also impose conditions in connection with the merger that may adversely affect ACNB’s operations after the merger. However, ACNB is not required to take any action or agree to any condition or restriction in connection with obtaining any approvals that would reasonably be expected to have a material adverse effect on ACNB or the combined company.

THE MERGER MAY DISTRACT ACNB’S MANAGEMENT TEAM FROM THEIR OTHER RESPONSIBILITIES.

The merger could cause the management of ACNB to focus their time and energies on matters related to the merger that otherwise would be directed to the Corporation’s business and operations. Any such distraction on the part of management, if significant, could affect management’s ability to service existing business, develop new business, and adversely affect the combined company’s business and earnings following the merger.

POST-MERGER INTEGRATION AND OPERATIONS MAY FAIL TO ACHIEVE EXPECTED RESULTS.

The success of the transaction depends heavily on a smooth integration and post-merger operations of ACNB. Benefits of the transaction to shareholders may not be realized if the post-merger integration is not well executed or well received by each company’s historical customers.

ACNB MAY FAIL TO REALIZE THE COST SAVINGS IT EXPECTS TO ACHIEVE FROM THE MERGER.

The success of the merger will depend, in part, on ACNB’s ability to realize the estimated cost savings from combining the businesses of ACNB and FCBI. While ACNB believes that the cost savings estimates are achievable, it is possible that the potential cost savings could be more difficult to achieve than ACNB anticipates. ACNB’s cost savings estimates also depend on its ability to combine the businesses of ACNB and FCBI in a manner that permits those cost savings to be realized. If ACNB’s estimates are incorrect or it is unable to combine the two companies successfully, the anticipated cost savings may not be realized fully or at all, or may take longer to realize than expected.

COMBINING ACNB AND FCBI MAY BE MORE DIFFICULT, COSTLY, OR TIME-CONSUMING THAN EXPECTED.

ACNB and FCBI have operated, and, until the completion of the merger, will continue to operate, independently. Following completion of the merger, the combination process could result in the loss of key employees, disruption of ACNB’s ongoing business, and inconsistencies in standards, controls, procedures and policies that adversely affect ACNB’s ability to maintain relationships with customers and employees or achieve the anticipated benefits of the merger. As with any merger of financial

institutions, there also may be disruptions that cause ACNB to lose customers or cause customers to withdraw their deposits from ACNB, or have other unintended consequences, that could have a material adverse effect on ACNB’s financial condition and results of operations.

LITIGATION AGAINST ACNB OR FCBI, OR THE MEMBERS OF THE ACNB OR FCBI BOARD OF DIRECTORS, COULD PREVENT OR DELAY THE COMPLETION OF THE MERGER.

While ACNB and FCBI believe that any claims that may be asserted by purported shareholder plaintiffs related to the merger would be without merit, the results of any such potential legal proceedings are difficult to predict and such legal proceedings could delay or prevent the merger from being completed in a timely manner. If litigation were to be commenced related to the merger, such litigation could affect the likelihood of obtaining the required approvals from ACNB shareholders and FCBI stockholders. Moreover, any litigation could be time consuming and expensive, and could divert the attention of the management of ACNB and FCBI away from their regular business. Any lawsuit adversely resolved against ACNB, FCBI, or members of the ACNB or FCBI board of directors could have a material adverse effect on each company’s business, financial condition, and results of operations.

ITEM 2 - UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

On November 3, 2008, the Corporation announced a plan to purchase up to 120,000 shares of its outstanding common stock. There were no treasury shares purchased under this plan during the quarter ended September 30, ~~2018.~~2019. The maximum number of shares that may yet be purchased under this stock repurchase plan is 57,400.

On May 5, 2009, ~~stockholders~~shareholders approved and ratified the ACNB Corporation 2009 Restricted Stock Plan, effective as of February 24, 2009, in which awards shall not exceed, in the aggregate, 200,000 shares of common stock. As of September 30, ~~2018,~~2019, there were ~~26,045~~25,945 shares of common stock granted as restricted stock awards to employees of the subsidiary bank. The ~~maximum number of shares that may yet be granted under the~~ restricted stock plan ~~is 173,955.~~expired by its own terms after 10 years on February 24, 2019, and no further shares may be issued under the plan. The Corporation’s Registration Statement under the Securities Act of 1933 on Form S-8 for the ACNB Corporation 2009 Restricted Stock Plan was filed with the Securities and Exchange Commission on January 4, 2013. Post-Effective Amendment No. 1 to this Form S-8 was filed with the Commission on March 8, 2019, effectively transferring the 174,055 authorized, but not issued, shares under the ACNB Corporation 2009 Restricted Stock Plan to the ACNB Corporation 2018 Omnibus Stock Incentive Plan.

On May 5, 2009, ~~stockholders~~shareholders approved and adopted the amendment to the Articles of Incorporation of ACNB Corporation to authorize up to 20,000,000 shares of preferred stock, par value $2.50 per share. As of September 30, ~~2018,~~2019, there were no issued or outstanding shares of preferred stock.

On January 24, 2011, the ACNB Corporation Dividend Reinvestment and Stock Purchase Plan was introduced for ~~stockholders~~shareholders of record. This plan provides registered holders of ACNB Corporation common stock with a convenient way to purchase additional shares of common stock by permitting participants in the plan to automatically reinvest cash dividends on all or a portion of the shares owned and to make quarterly voluntary cash payments under the terms of the plan. Participation in the plan is voluntary, and there are eligibility requirements to participate in the plan. As of September 30, ~~2018,~~2019, there were ~~149,476~~165,776 shares of common stock issued through the ACNB Corporation Dividend Reinvestment and Stock Purchase Plan.

On May 1, 2018, shareholders approved and ratified the ACNB Corporation 2018 Omnibus Stock Incentive Plan, effective as of March 20, 2018, in which awards shall not exceed, in the aggregate, 400,000 shares of common stock, plus any shares that are authorized, but not issued, under the ACNB Corporation 2009 Restricted Stock Plan. As of September 30, 2019, there were 16,115 shares issued under this plan. The maximum number of shares that may yet be granted under this plan is 557,940. The Corporation’s Registration Statement under the Securities Act of 1933 on Form S-8 for the ACNB Corporation 2018 Omnibus Stock Incentive Plan was filed with the Securities and Exchange Commission on March 8, 2019. In addition, on March 8, 2019, the Corporation filed Post-Effective Amendment No. 1 to the Registration Statement on Form S-8 for the ACNB Corporation 2009 Restricted Stock Plan to add the ACNB Corporation 2018 Omnibus Stock Incentive Plan to the registration statement.

ITEM 3 - DEFAULTS UPON SENIOR SECURITIES - NOTHING TO REPORT.

ITEM 4 - MINE SAFETY DISCLOSURES - NOT APPLICABLE.

ITEM 5 - OTHER INFORMATION - NOTHING TO REPORT.

6458

ITEM 6 - EXHIBITS

The following exhibits are included in this report:

Exhibit 2.1		Agreement and Plan of Reorganization by and among ACNB Corporation, ACNB South Acquisition Subsidiary, LLC, ACNB Bank, New Windsor Bancorp, Inc., and New Windsor State Bank dated as of November 21, 2016, as amended. (Incorporated by reference to Annex A of the Registrant’s Registration Statement No. 333-215914 on Form S-4, filed with the Commission on February 6, 2017.) Schedules are omitted; the Registrant agrees to furnish copies of Schedules to the Securities and Exchange Commission upon request.

Exhibit 2.2		Amendment No. 2 to Agreement and Plan of Reorganization by and among ACNB Corporation, ACNB South Acquisition Subsidiary, LLC, ACNB Bank, New Windsor Bancorp, Inc., and New Windsor State Bank dated as of April 18, 2017. (Incorporated by reference to Exhibit 2.2 of the Registrant’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2017, filed with the Commission on August 4, 2017.)

Exhibit 2.3		Agreement and Plan of Reorganization by and among ACNB Corporation, ACNB South Acquisition Subsidiary, LLC, ACNB Bank, Frederick County Bancorp, Inc. and Frederick County Bank dated as of July 1, 2019. (Incorporated by reference to Annex A of the Registrant’s Registration Statement No. 333-233791 on Form S-4, filed with the Commission on September 16, 2019.) Schedules are omitted; the Registrant agrees to furnish copies of Schedules to the Securities and Exchange Commission upon request.

Exhibit 3(i)		Amended and Restated Articles of Incorporation of ACNB Corporation. (Incorporated by reference to Exhibit 3.1 of the Registrant’s Current Report on Form 8-K, filed with the Commission on May 7, 2018.)

Exhibit 3(ii)		Amended and Restated Bylaws of ACNB Corporation. (Incorporated by reference to Exhibit 3.2 of the Registrant’s Current Report on Form 8-K, filed with the Commission on May 7, 2018.)

Exhibit 10.1		ACNB Corporation, ACNB Acquisition Subsidiary LLC, and Russell Insurance Group, Inc. Stock Purchase Agreement. (Incorporated by reference to Exhibit 10.2 of the Registrant’s Annual Report on Form 10-K for the year ended December 31, 2004, filed with the Commission on March 15, 2005.)

Exhibit 10.2		Amended and Restated Executive Supplemental Life Insurance Plan — Applicable to ~~Thomas A. Ritter,~~ James P. Helt, David W. Cathell and Lynda L. ~~Glass and Douglas A. Seibel.~~Glass. (Incorporated by reference to Exhibit 10.3 of the Registrant’s Annual Report on Form 10-K for the year ended December 31, 2014, filed with the Commission on March 6, 2015.)

Exhibit 10.3		Amended and Restated Director Supplemental Life Insurance Plan — Applicable to Richard L. Alloway II, Frank Elsner, III, Todd L. Herring, Scott L. Kelley, James J. Lott, Donna M. Newell, J. Emmett Patterson, Daniel W. Potts, Marian B. Schultz, D. Arthur Seibel, Jr., David L. Sites, Alan J. Stock and James E. Williams. (Incorporated by reference to Exhibit 10.4 of the Registrant’s Annual Report on Form 10-K for the year ended December 31, 2014, filed with the Commission on March 6, 2015.)

Exhibit 10.4		Amended and Restated Director Deferred Fee Plan — Applicable to Richard L. Alloway II, Frank Elsner, III, Todd L. Herring, Scott L. Kelley, James J. Lott, Donna M. Newell, J. Emmett Patterson, Marian B. Schultz, David L. Sites, Alan J. Stock and James E. Williams. (Incorporated by reference to Exhibit 99.1 of the Registrant’s Current Report on Form 8-K, filed with the Commission on January 6, 2012.)

Exhibit 10.5		ACNB Bank Salary Savings Plan. (Incorporated by reference to Exhibit 10.6 of the Registrant’s Annual Report on Form 10-K for the year ended December 31, 2009, filed with the Commission on March 12, 2010.)

Exhibit 10.6		Group Pension Plan for Employees of ACNB Bank. (Incorporated by reference to Exhibit 10.7 of the Registrant’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2012, filed with the Commission on May 4, 2012.)

~~Exhibit 10.7~~		Amended and Restated Employment Agreement between ACNB Corporation, Adams County National Bank and Thomas A. Ritter dated as of December 31, 2008. (Incorporated by reference to Exhibit 10.9 of the Registrant’s Annual Report on Form 10-K for the year ended December 31, 2008, filed with the Commission on March 13, 2009.)

6559

Exhibit ~~10.8~~10.7		Amended and Restated Employment Agreement between ACNB Corporation, Adams County National Bank and Lynda L. Glass dated as of December 31, 2008. (Incorporated by reference to Exhibit 10.10 of the Registrant’s Annual Report on Form 10-K for the year ended December 31, 2008, filed with the Commission on March 13, 2009.)

Exhibit ~~10.9~~		Employment Agreement between ACNB Corporation, Russell Insurance Group, Inc. and Frank C. Russell, Jr. dated as of January 13, 2011. (Incorporated by reference to Exhibit 99.1 of the Registrant’s Current Report on Form 8-K, filed with the Commission on January 19, 2011.)

~~Exhibit 10.10~~10.8		Employment Agreement between ACNB Corporation, Adams County National Bank and David W. Cathell dated as of April 17, 2009. (Incorporated by reference to Exhibit 99.1 of the Registrant’s Current Report on Form 8-K, filed with the Commission on April 23, 2009.)

Exhibit ~~10.11~~10.9		2009 Restricted Stock Plan. (Incorporated by reference to Appendix C of the Registrant’s Definitive Proxy Statement on Schedule 14A, filed with the Commission on March 25, 2009.)

Exhibit ~~10.12~~10.10		Salary Continuation Agreement by and between ACNB Bank and Thomas A. Ritter dated as of March 28, 2012. (Incorporated by reference to Exhibit 99.1 of the Registrant’s Current Report on Form 8-K, filed with the Commission on April 3, 2012.)

Exhibit ~~10.13~~10.11		Salary Continuation Agreement by and between ACNB Bank and Lynda L. Glass dated as of March 28, 2012. (Incorporated by reference to Exhibit 99.2 of the Registrant’s Current Report on Form 8-K, filed with the Commission on April 3, 2012.)

Exhibit ~~10.14~~10.12		Salary Continuation Agreement by and between ACNB Bank and David W. Cathell dated as of March 28, 2012. (Incorporated by reference to Exhibit 99.3 of the Registrant’s Current Report on Form 8-K, filed with the Commission on April 3, 2012.)

Exhibit ~~10.15~~10.13		Amended and Restated 2001 Salary Continuation Agreement by and between ACNB Bank and Thomas A. Ritter dated as of March 28, 2012. (Incorporated by reference to Exhibit 99.4 of the Registrant’s Current Report on Form 8-K, filed with the Commission on April 3, 2012.)

Exhibit ~~10.16~~10.14		Amended and Restated 1996 Salary Continuation Agreement by and between ACNB Bank and Lynda L. Glass dated as of March 28, 2012. (Incorporated by reference to Exhibit 99.5 of the Registrant’s Current Report on Form 8-K, filed with the Commission on April 3, 2012.)

Exhibit ~~10.17~~10.15		Salary Continuation Agreement by and between ACNB Bank and James P. Helt dated as of March 28, 2012. (Incorporated by reference to Exhibit 10.20 of the Registrant’s Annual Report on Form 10-K for the year ended December 31, 2013, filed with the Commission on March 7, 2014.)

Exhibit ~~10.18~~10.16		ACNB Bank Variable Compensation Plan effective January 1, 2014, as amended. (Incorporated by reference to Exhibit 10.21 of the Registrant’s Annual Report on Form 10-K for the year ended December 31, 2017, filed with the Commission on March 9, 2018.)

Exhibit ~~10.19~~10.17		Form of ACNB Bank Variable Compensation Plan Restricted Stock Agreement dated as of June 22, 2015. (Incorporated by reference to Exhibit 99.2 of the Registrant’s Current Report on Form 8-K, filed with the Commission on June 25, 2015.)

Exhibit ~~10.20~~10.18		Form of ACNB Bank Variable Compensation Plan Restricted Stock Agreement dated as of June 15, 2016. (Incorporated by reference to Exhibit 99.3 of the Registrant’s Current Report on Form 8-K, filed with the Commission on June 21, 2016.)

Exhibit ~~10.21~~10.19		First Amendment to the Amended and Restated Employment Agreement by and between ACNB Corporation, ACNB Bank and Lynda L. Glass dated as of December 27, 2016. (Incorporated by reference to Exhibit 99.2 of the Registrant’s Current Report on Form 8-K, filed with the Commission on December 28, 2016.)


Exhibit ~~10.22~~10.20		First Amendment to Employment Agreement by and between ACNB Corporation, ACNB Bank and David W. Cathell dated as of December 27, 2016. (Incorporated by reference to Exhibit 99.3 of the Registrant’s Current Report on Form 8-K, filed with the Commission on December 28, 2016.)

Exhibit ~~10.23~~10.21		Form of ACNB Bank Variable Compensation Plan Restricted Stock Agreement dated as of June 15, 2017. (Incorporated by reference to Exhibit 99.3 of the Registrant’s Current Report on Form 8-K, filed with the Commission on June 21, 2017.)

Exhibit 10.22		Amended and Restated Employment Agreement between ACNB Corporation, ACNB Bank and James P. Helt dated as of August 14, 2018. (Incorporated by reference to Exhibit 10.25 of the Registrant’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2018, filed with the Commission on November 2, 2018.)

Exhibit 10.23		2018 Omnibus Stock Incentive Plan. (Incorporated by reference to Exhibit A of the Registrant’s Definitive Proxy Statement on Schedule 14A, filed with the Commission on March 27, 2018.)

Exhibit 10.24		~~Employment Agreement by and between~~Form of ACNB Bank ~~and Douglas A. Seibel~~Variable Compensation Plan Restricted Stock Agreement for Employees dated as of ~~November 15, 2016.~~June 14, 2019. (Incorporated by reference to Exhibit ~~10.28~~99.3 of the Registrant’s ~~Annual~~Current Report on Form ~~10-K for the year ended December 31, 2017,~~8-K, filed with the Commission on ~~March 9, 2018.~~June 20, 2019.)

Exhibit 10.25		~~Amended and Restated Employment Agreement by and between ACNB Corporation,~~Form of ACNB Bank ~~and James P. Helt~~Variable Compensation Plan Restricted Stock Agreement for Non-Employee Directors dated as of ~~August~~June 14, ~~2018.~~

~~Exhibit 11~~	~~Statement re Computation of Earnings.~~2019. (Incorporated by reference to ~~page 11~~Exhibit 99.4 of ~~this~~the Registrant’s Current Report on Form ~~10-Q.~~8-K, filed with the Commission on June 20, 2019.)

Exhibit 18		Preferability Letter from ParenteBeard LLC dated as of August 3, 2012. (Incorporated by reference to Exhibit 18 of the Registrant’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2012, filed with the Commission on August 3, 2012.)

Exhibit 31.1		Chief Executive Officer Certification of Quarterly Report on Form 10-Q.

Exhibit 31.2		Chief Financial Officer Certification of Quarterly Report on Form 10-Q.

Exhibit 32.1		Chief Executive Officer Certification Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

Exhibit 32.2		Chief Financial Officer Certification Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

Exhibit 101.LAB			XBRL Taxonomy Extension Label Linkbase.

Exhibit 101.PRE			XBRL Taxonomy Extension Presentation Linkbase.

Exhibit 101.INS			XBRL Instance Document.

Exhibit 101.SCH			XBRL Taxonomy Extension Schema.

Exhibit 101.CAL			XBRL Taxonomy Extension Calculation Linkbase.

Exhibit 101.DEF			XBRL Taxonomy Extension Definition Linkbase.

6761

SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) 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.

		ACNB CORPORATION (Registrant)


Date:	November ~~2, 2018~~1, 2019	/s/ James P. Helt
		James P. Helt
		President & Chief Executive Officer


		/s/ David W. Cathell
		David W. Cathell
		Executive Vice President/Treasurer &
		Chief Financial Officer (Principal Financial Officer)

6862

New Windsor shares outstanding	1,003,703
Shares paid cash consideration	150,555
Cash consideration (per New Windsor share)	$	30.00
Cash portion of purchase price	$	4,519,995
New Windsor shares outstanding	1,003,703
Shares paid stock consideration	853,148
Exchange ratio	1.10
Total ACNB shares issued	938,360
ACNB’s share price for purposes of calculation	$	30.50
Equity portion of purchase price	$	28,619,980
Cost of shares owned by buyer	$	150,000
Total consideration paid	$	33,289,975

	In thousands
Allocation of Purchase Price
Total Purchase Price		$	33,290

Fair Value of Assets Acquired
Cash and cash equivalents	10,964
Investment securities	21,624
Loans held for sale	1,463
Loans	263,450
Restricted stock	486
Premises and equipment	8,624
Core deposit intangible asset	2,418
Other assets	10,792
Total assets	319,821

Fair Value of Liabilities Assumed
Non-interest bearing deposits	80,006
Interest bearing deposits	213,327
Subordinated debt	4,688
Other liabilities	1,782
Total liabilities	299,803

Net Assets Acquired		20,018
Goodwill Recorded in Acquisition		$	13,272

In thousands
Gross amortized cost basis at July 1, 2017	$	272,646
Interest rate fair value adjustment on pools of homogeneous loans	(731		)
Credit fair value adjustment on pools of homogeneous loans	(4,501		)
Credit fair value adjustment on purchased credit impaired loans	(3,964		)
Fair value of acquired loans at July 1, 2017	$	263,450

In thousands
Contractual principal and interest at acquisition	$	13,439
Nonaccretable difference	(5,651		)
Expected cash flows at acquisition	7,788
Accretable yield	(1,458		)
Fair value of purchased impaired loans	$	6,330