Financial Highlights S&T Bancorp, Inc. and Subsidiaries (dollars in thousands, except per share data)	 [CAPTION] 1997 1996 Change Change For the Year Net Income	 	$33,414		 $28,241		 $5,173 	18% Return on Average Assets	 	1.84%	 	1.65%	 	 .19%	 12 Return on Average Equity 		13.71 	 	13.01 		 0.70 	5 Per Share: Net Income-Basic 		$2.36 		 $2.00	 	 $0.36 	18% Net Income-Diluted 		2.34 		 1.99	 	 0.35 	18 Dividends Declared 		1.11 		 0.94 		 0.17 	18 Book Value at December 31	 	18.39 		 16.02 		2.37	 15 Market Value at December 31	 43.25	 	30.75 		12.50 	41 At Year End	 Assets 	$	1,920,291	$	1,787,045	$	133,246 	 7% Net Loans		 1,253,326	 	1,181,407		 71,919	 6 Deposits	 	1,284,658	 	1,270,367 		14,291	 1 Shareholders' Equity	 260,118 		226,118	 	34,000	 15 Trust Assets	 	578,670 		465,249		 113,421 	24 Allowance for Loan Losses/ Total Loans	 	1.60%	 	1.56%	 	.04%	 3 Nonperforming Loans/ Total Loans		 0.28	 	0.86 (0.58) (67) inside front cover Management's Discussion and Analysis of Financial Condition and Results of Operations S&T Bancorp, Inc. and Subsidiaries Financial Condition The $91.1 million growth of average earning assets in 1997 was primarily the result of an excellent lending year for S&T Bancorp, Inc. (S&T). Average loan balances increased by $103.5 million during 1997. The bulk of funding for this loan growth was primarily provided by a $39.0 million increase in average deposits, an $18.9 million increase in average earnings retained, a $28.5 million increase in average borrowings and a $16.0 million decrease in average securities. Lending Activity Total loans at December 31, 1997 were $1.3 billion, a $73.6 million or 6.1% increase from December 31, 1996. Increases in average loans for 1997 and 1996 were $103.5 million and $67.9 million, respectively. Changes in the composition of the loan portfolio during 1997 included increases of $96.7 million of commercial loans and $0.3 million of residential mortgages, offset by a $23.4 million decrease in installment loans. Composition changes include decreases from the effects of $12.7 million of 1-4 family mortgage loans, $3.0 million of commercial loans and $7.0 million of student loans that were sold or participated in 1997. Commercial real estate loans currently comprise 25.7% of the loan portfolio. Although commercial real estate loans can be an area of higher risk, management believes these risks are mitigated by limiting the percentage amount of portfolio composition, a rigorous underwriting review by loan administration and the fact that many of the commercial real estate loans are owner occupied and/or seasoned properties that were refinanced from other banks. Residential mortgage lending continued to be a strategic focus for 1997 through the establishment of a centralized mortgage origination department, product redesign and the utilization of commission compensated originators. Management believes that if a downturn in the local residential real estate market occurs, the impact of declining values on the real estate loan portfolio will be negligible because of S&T's conservative mortgage lending policies which generally require a maximum term of 20 years for fixed rate mortgages, and private mortgage insurance for loans with less than a 20% down payment. Adjustable rate mortgages with repricing terms of one, three and five years comprised 27% of the residential mortgage portfolio in 1997. During the fourth quarter of 1997, S&T sold $12.7 million of long-term, lower-yielding 1-4 family mortgages, acquired from the Peoples Bank of Unity (Peoples) merger, to the Federal National Mortgage Association (FNMA). S&T retained the ongoing servicing rights on the mortgages sold and will originate 1-4 family mortgages in the future to be sold to FNMA. The rationale for these sales is to mitigate interest rate risk associated with holding long-term residential mortgages in the loan portfolio, to generate fee revenue from servicing, and still maintain the primary customer relationship. Installment loan decreases are primarily associated with significantly lower volumes in the indirect auto loan category and the sale of the student loan portfolio in the second and third quarter of 1997. Pricing pressures were unusually intense in the indirect market during 1997 and 1996, and the decision was made to temporarily deploy investable funds into other, higher yielding and lower risk earning assets. In the second quarter of 1996, S&T implemented an indirect auto leasing program and currently has $4.4 million of outstanding auto leases. Also during the second and third quarter of 1997, $7.0 million of the student loan portfolio was sold because of newly issued government regulations and restrictions that significantly reduced much of the profit potential associated with the product. S&T will continue to distribute student loan applications for customer convenience, but will not fund or hold the loans. Loan underwriting standards for S&T are established by a formal policy administered by the S&T Bank Credit Administration Department, and subject to the periodic review and approval of the S&T Bank Board of Directors. Rates and terms for commercial real estate and equipment loans normally are negotiated, subject to such variables as economic conditions, marketability of collateral, credit history of the borrower and future cash flows. The loan to value policy guideline for commercial loans is generally 75%. Residential, first lien, mortgage loan to value policy guideline is 80%. Higher loan to value loans can be approved with the appropriate private mortgage insurance coverage. Second lien positions are sometimes incurred with home equity loans, but normally only to the extent that the combined credit exposure for both first and second liens does not exceed 100% loan to value. 21 A variety of unsecured and secured installment loan and credit card products are offered by S&T. However, the bulk of the consumer loan portfolio is automobile loans. Loan to value guidelines for direct loans are 90%-100% of invoice for new automobiles and 80%-90% of "NADA" value for used automobiles. Loan to value policy guidelines for automobile loans purchased from dealers on a third party basis are 90%-125% of invoice for new automobiles and 100%-125% of "Black Book" value for used automobiles. Management intends to continue to pursue quality loans in all lending categories within our market area in order to honor our commitment to provide the best service possible to our customers. S&T's loan portfolio primarily represents loans to businesses and consumers in our market area of western Pennsylvania rather than to borrowers in other areas of the country or to borrowers in other nations. S&T has not concentrated its lending activities in any industry or group. During the past several years, management has concentrated on building an effective credit and loan administration staff which assists management in evaluating loans before they are made and identifies problem loans early. Security Activity Average securities decreased $16.0 million in 1997 and increased $9.7 million in 1996. The 1997 decrease is attributable to utilizing funds from the maturities and sales of securities to fund loan growth and balance sheet repositioning activities following the Peoples merger. The 1996 increase is attributable to security yields being reasonable investment alternatives to the depressed yields in the market for new loans during the first half of 1996. Loans typically provide higher yields and have the potential of developing other banking relationships. The largest components of the 1997 decrease included $36.3 million of U.S. treasury securities, $44.0 million of mortgage-backed securities, $10.2 million of tax-exempt state and municipal securities and $1.6 million in other corporate securities offset by increases of $68.4 million in U.S. government agency securities, $4.8 million in corporate equities and $2.9 million in Federal Home Loan Bank (FHLB) stock. The FHLB capital stock is a membership and borrowing requirement. During 1997, S&T sold $27.9 million of mortgage- backed securities and $6.0 million of U.S. agency securities classified as available for sale. These sales were made as part of a balance sheet repositioning in order to integrate the investment and asset/liability management strategies of S&T and Peoples following the merger. The equity security sales of $10.7 million were made in order to maximize returns when market opportunities are presented. The equity securities portfolio is primarily comprised of bank holding companies, as well as preferred and utility stocks to take advantage of the dividends received deduction for corporations. During 1997, the equity portfolio yielded 10.5% on a fully taxable equivalent basis and had unrealized gains at December 31, 1997, net of nominal unrealized losses, of $57.9 million. S&T's policy for security classification includes U.S. treasuries, U.S. government agencies, collaterized mortgage obligations (CMOS), mortgage-backed securities and marketable equity securities as available for sale. Municipal securities and other corporate debt securities are classified as held to maturity. At December 31, 1997, unrealized gains, net of nominal unrealized losses, for securities classified as available for sale were approximately $62.3 million. Nonearning Assets Average nonearning assets increased $2.0 million in 1997 and $0.7 million in 1996. The 1997 and 1996 increases can be primarily attributed to an increase in accrued interest receivable on a higher earning asset balance. Allowance for Loan Losses The year-end balance in the allowance for loan losses increased to $20.4 million or 1.60% of total loans at December 31, 1997 as compared to $18.7 million or 1.56% of total loans at December 31, 1996. The adequacy of the allowance for loan losses is determined by management through evaluation of the loss potential on individual nonperforming, delinquent and high-dollar loans; review of economic conditions and business trends; historical loss experience; and growth and composition of the loan portfolio, as well as other relevant factors. The balance of nonperforming loans, which includes nonaccrual loans past due 90 days or more, at December 31, 1997, was $3.6 million or 0.28% of total loans. This compares to nonperforming loans of $10.3 million or 0.86% of total loans at December 31, 1996. The decrease in nonperforming loans is primarily related to one commercial real estate loan which paid current in 1997. Asset quality is a major corporate objective at S&T, and management believes that the total allowance for loan losses is adequate to absorb probable loan losses. 22 Deposits Average total deposits increased by $39.0 million in 1997 and $62.8 million in 1996. The mix of average deposits in 1997 changed with time deposits and money market accounts increasing $20.5 million and $30.6 million, respectively, while interest-bearing demand and savings accounts decreased $21.6 million. Noninterest-bearing deposits increased by $9.5 million or 6.2% in 1997 and were approximately 13% and 12% of total deposits during 1997 and 1996, respectively. Some of these changes can be partially explained by customers shifting funds to higher-yielding, longer-term certificates of deposit. In addition, a new, successful strategy for money market account pricing was implemented in order to make these accounts more competitive with money funds offered at brokerage firms. Management believes that the S&T deposit base is stable and that S&T has the ability to attract new deposits, mitigating a funding dependency on volatile liabilities. Special rate deposits of $100,000 and over were 7% and 8% of total deposits during 1997 and 1996, respectively, and primarily represent deposit relationships with local customers in our market area. In addition, S&T has the ability to access both public and private markets to raise long-term funding if necessary. During 1995, S&T issued $25.0 million of retail certificates of deposit through two brokerage firms, further broadening the availability of reasonably priced funding sources. At December 31, 1997, there were $26.6 million of these brokered retail certificates of deposit outstanding. Borrowings Average borrowings increased $28.5 million in 1997 and were comprised of securities sold under repurchase agreements (REPOS), federal funds purchased and long-term borrowings. S&T defines REPOS with its retail customers as retail REPOS; wholesale REPOS are those transacted with other banks and brokerage firms with terms normally ranging from one to 14 days. The average balance in retail REPOS decreased approximately $11.3 million for 1997 and $18.1 million for 1996. S&T views retail REPOS as a relatively stable source of funds since most of these accounts are with local, long-term customers. Wholesale REPOS and federal funds purchased averaged $53.1 million in 1997, a decrease of $17.5 million from the 1996 averages. The increase in core deposits and the availability of reasonably priced long-term borrowings from the FHLB decreased the usage of these types of fundings in 1997. The interest rate risk of various funding strategies is managed through S&T's Asset Liability Committee (ALCO). During 1997, ALCO authorized four additional long-term borrowings of $11.5 million at a fixed rate and $57.1 million at an adjustable rate with the FHLB. At December 31, 1997, S&T had long-term borrowings outstanding of $49.6 million at a fixed rate and $94.6 million at an adjustable rate with the FHLB. The purpose of these borrowings was to provide matched fundings for newly originated loans and to mitigate the risk associated with volatile liability fundings. Another ALCO strategy used to manage interest rate risk is the use of interest rate swaps. At December 31, 1997, S&T had notional values totaling $25.0 million in interest rate swaps. S&T pays a fixed rate of 5.3% on these instruments and receives a variable rate based upon the London Interbank Offer Rate. The purpose of these off-balance sheet arrangements is to lock-in funding costs of fixed rate loans. All other long-term borrowings are related to the funding of the S&T Employee Stock Ownership Plan (ESOP) loan. The loan was used by the ESOP to acquire treasury stock from S&T. This loan is recorded in the financial statements as other borrowed funds, offset by a reduction in shareholders' equity to reflect S&T's guarantee of the ESOP borrowing. The balance of the ESOP loan at December 31, 1997 and 1996 was $0.1 million and $0.2 million, respectively. The terms of this loan require annual principal payments and quarterly interest payments at a rate equal to 80% of the lender's prime rate. Trust Assets The year-end market value balance of the S&T Bank trust department assets, which are not accounted for as part of the assets of S&T, increased 24% in 1997 and 11% in 1996. These increases were a result of management's effort to expand the marketing of trust products and services and general increases in the debt and equity markets during the periods. 23 Results of Operations Year Ended December 31, 1997 Net Income Net income was a record $33.4 million or $2.34 per diluted earnings per share in 1997, representing an 18% increase from the $28.2 million or $1.99 per diluted earnings per share in 1996. The return on average assets increased to 1.84% for 1997, as compared to 1.65% for 1996. The return on average equity increased to 13.71% for 1997, compared to 13.01% for 1996. Increases to the net interest margin and other revenue contributed significantly to this enhanced earnings performance. Net Interest Income On a fully taxable equivalent basis, net interest income increased $4.8 million or 6% for 1997 compared to 1996. The net yield on interest-earning assets was essentially unchanged, increasing by two basis points to 4.85%. Net interest income was positively affected by the $91.1 million or 6% increase in average earning assets. In 1997, average loans increased $103.5 million, offset by an average securities decrease of $16.0 million, comprising most of the earning asset growth. The yields on average loans increased by two basis points while the yields on average securities remained constant. Average interest-bearing deposits provided $39.0 million of the funds for the growth in average loans, at a cost of 4.33%, relatively unchanged from 1996. The yields of REPOS and other borrowed funds increased 12 basis points during 1997. During 1997, more longer-term borrowings were utilized in order to mitigate interest rate risk. Also positively affecting net interest income was a $33.1 million increase to average net free funds. Average net free funds are the excess of demand deposits, other noninterest-bearing liabilities and shareholders' equity over non-earning assets. Maintaining consistent spreads between earning assets and costing liabilities is very significant to S&T's financial performance since net interest income comprised 88% of operating revenue. The level and mix of earning assets and funds is continually monitored by ALCO in order to mitigate the interest rate sensitivity and liquidity risks of the balance sheet. A variety of asset/liability management strategies were successfully implemented, within prescribed ALCO risk parameters, that enabled S&T to maintain a net interest margin consistent with historical levels. Provision for Loan Losses The provision for loan losses is an amount added to the allowance against which loan losses are charged. The provision for loan losses was $5.0 million for 1997 compared to $5.2 million in 1996. The provision expense is the result of management's assessment of economic conditions, credit quality statistics, loan administration effectiveness and other factors that would have an impact on probable losses in the loan portfolio. Credit quality statistics are an important factor in determining the amount of provision expense. Net loan charge-offs totaled $3.3 million for 1997 compared to $3.5 million for 1996. Nonperforming loans to total loans decreased to 0.28% at December 31, 1997. Also affecting the amount of provision expense is loan growth. Despite a $103.5 million or 9% increase in average loans, S&T's allowance for loan losses to total loans was 1.60% at December 31, 1997, as compared to 1.56% at December 31, 1996. Noninterest Income Noninterest income increased $4.4 million or 37% in 1997 compared to 1996. Increases included $0.3 million or 12% in trust income, $0.5 million or 14% in service charges and fees, a $0.2 million or 5% increase in other income and a $3.4 million or 147% increase in security and nonrecurring gains. The increase in trust income was attributable to bankwide incentive programs and expanded marketing efforts designed to develop new trust business and to develop new relationships within the Allegheny County market. The increase in service charges on deposit accounts was primarily the result of management's continual effort to implement reasonable fees for services performed and to manage closely the collection of these fees, as well as the implementation of foreign ATM service charges in the fourth quarter of 1997. The increase in other income was a result of increased performance for brokerage activities, letters of credit and fees on covered call options. These areas were the focus of several 1997 strategic initiatives and product enhancements implemented in order to expand this source of revenue. 24 Security and nonrecurring gains were primarily attributable to the sales of equity securities in order to maximize returns by taking advantage of market opportunities when presented. These security gains helped to offset the $2.2 million of merger expenses related to the acquisition of Peoples. Also included is $0.5 million of gains related to the donation of appreciated equity securities to the S&T Charitable Foundation. Nonrecurring gains included $0.3 million of gains from the aforementioned student loan and residential mortgage loan sales. Noninterest Expense Noninterest expense increased $0.8 million or 2% in 1997 compared to 1996. The increase is primarily attributable to increased employment, occupancy, data processing and other expenses associated with the acquisition of Peoples during the second quarter of 1997, offset by higher Federal Deposit Insurance Corporation (FDIC) insurance expense in 1996 relating to the one-time surcharge on any financial institution holding Savings Association Insurance Fund (SAIF) deposits. S&T's efficiency ratio, which measures noninterest expense as a percent of recurring noninterest income plus net interest income on a fully taxable equivalent basis, was 44.27% and 47.61% in 1997 and 1996, respectively. Staff expense increased 5% or $1.1 million in 1997. The increase resulted from normal merit increases, and costs for severance and early retirement programs related to the acquisition of Peoples that eliminated 38 duplicate positions. Average full-time equivalent staff decreased from 677 to 665 in 1997. Severance and early retirement programs were implemented in May 1997; therefore, the full effect of these programs is not yet fully reflected in the year-to-date full-time equivalent staff averages. Occupancy and equipment expense, data processing and other expenses increased 4% or $0.7 million in 1997 as compared to 1996. The increase is primarily attributable to a $0.8 million funding of S&T's Charitable Foundation, and to accounting, professional consulting and legal fees related to the acquisition of Peoples, offset by reduced FDIC insurance costs. The donation to the S&T Charitable Foundation will allow S&T to fund community contributions well into the future and help control future costs. Expense increases to occupancy, equipment, marketing and data processing include merger costs. These costs and other changes were not significant and reflect normal activity increases, organization expansion and fee increases from vendors. Offseting these costs was a $0.3 million reduction of goodwill amortization relating to a 1991 branch acquisition. FDIC premium expense decreased by 80% during 1997 as a result of recapitalization legislation passed in September 1996. S&T Bank pays an annual premium of $.013 per $100 in Bank Insurance Fund (BIF) deposits and $.0648 per $100 on SAIF deposits, the lowest premium possible under the FDIC's risk assessment program for determining deposit insurance premiums. The SAIF fund was recapitalized by imposing a one-time surcharge of 65.6 basis points on any financial institution holding SAIF deposits. This surcharge resulted in an expense of $0.9 million during the third quarter of 1996. S&T Bank has $168.1 million of deposits subject to the SAIF. These deposits are related to a thrift institution and branches acquired from the Resolution Trust Corporation in 1991. Federal Income Taxes Federal income tax expense increased $3.6 million to $13.6 million in 1997 as a result of higher pretax income in 1997 and nondeductible merger related expenses. The 1997 effective tax rate of 29% was below the 35% statutory tax rate due to the tax benefits resulting from tax-exempt interest, excludable dividend income and the tax benefits associated with Low Income Housing Tax Credit (LIHTC) projects. S&T currently does not incur any alternative minimum tax. 25 Results of Operations Year Ended December 31, 1996 Net Income Net income was a record $28.2 million or $1.99 per diluted earnings per share in 1996, representing a 15% increase from the $24.8 million or $1.73 per diluted earnings per share in 1995. The return on average assets increased to 1.65% for 1996, as compared to 1.53% for 1995. The return on average equity increased to 13.01% for 1996, compared to 12.51% for 1995. Increases to the net interest margin and other revenue contributed significantly to this enhanced earnings performance. Net Interest Income On a fully taxable equivalent basis, net interest income increased $5.3 million or 4% for 1996 compared to 1995. The net yield on interest-earning assets increased by five basis points to 4.83%. Net interest income was also positively affected by the $75.0 million or 5% increase in average earning assets. In 1996, average loans increased $67.9 million and average securities increased $9.7 million, comprising most of the earning asset growth. The yields on average loans and average securities decreased by 21 basis points and increased by 12 basis points, respectively, during this period. The bulk of funding for this loan and security growth was provided by deposits and retained earnings. Average interest-bearing deposits provided $52.9 million of the funds for the growth in average loans and average securities, at a cost of 4.28%, relatively unchanged from 1995. However, the effects of declines in average loan yields were partially offset by a 23 basis points decrease in the cost of repos and other borrowed funds. Also positively affecting net interest income was a $24.1 million increase to average net free funds. Average net free funds are the excess of demand deposits, other noninterest-bearing liabilities and shareholders' equity over non-earning assets. Maintaining consistent spreads between earning assets and costing liabilities is very significant to S&T's financial performance since net interest income comprised 86% of operating revenue. The level and mix of earning assets and funds is continually monitored by ALCO in order to mitigate the interest rate sensitivity and liquidity risks of the balance sheet. A variety of asset/liability management strategies were successfully implemented, within prescribed ALCO risk parameters, that enabled S&T to maintain a net interest margin consistent with historical levels. Provision for Loan Losses The provision for loan losses is an amount added to the allowance against which loan losses are charged. The provision for loan losses was $5.2 million for 1996, compared to $4.2 million in 1995. The increased provision expense is the result of management's assessment of economic conditions, credit quality statistics, loan administration effectiveness and other factors that would have an impact on probable losses in the loan portfolio. Credit quality statistics are an important factor in determining the amount of provision expense. Net loan charge-offs totaled $3.5 million for 1996, compared to $2.3 million for 1995. The increase in net charge-offs is primarily related to partial charge-offs for two problem commercial loans. The partial charge-offs were made in order to reflect the net loan balances closer to the market value of collateral for these loans. Nonperforming loans to total loans increased to 0.86% at December 31, 1996. Also affecting the amount of provision expense is loan growth. Despite a $67.9 million or 6% increase in average loans, and a $1.2 million increase in net charge-offs, S&T's allowance for loan losses to total loans was 1.56% at December 31, 1996 and 1.55% at December 31, 1995. Noninterest Income Noninterest income increased $2.9 million or 31% in 1996 compared to 1995. Increases included $0.4 million or 18% in trust income, $0.7 million or 21% in service charges and fees, a $0.5 million or 20% increase in other income, and a $1.2 million or 114% increase in security and nonrecurring gains. The increase in trust income was attributable to bankwide incentive programs and expanded marketing efforts designed to develop new trust business. The increase in service charges on deposit accounts was primarily the result of the introduction of new cash management services, management's continual effort to implement reasonable fees for services performed, and to manage the collection of these fees. The increase in other income was a result of increased performance for brokerage activities, letters of credit and fees on covered call options. These areas were the focus of several 1996 strategic initiatives and product enhancements implemented in order to expand this source of revenue. 26 Security and nonrecurring gains were primarily attributable to the sales of equity securities in order to maximize returns by taking advantage of market opportunities when presented, and a $0.1 million gain from the sale of $8.2 million of student loans. Noninterest Expense Noninterest expense increased $2.1 million or 5% in 1996 compared to 1995. The increase is primarily attributable to increased employment and other expenses. S&T's efficiency ratio, which measures noninterest expense as a percent of recurring noninterest income plus net interest income on a fully taxable equivalent basis, was 47.61% and 49.61% in 1996 and 1995, respectively. Staff expense increased 3% or $0.6 million in 1996. The increase resulted from normal merit increases, higher incentive payments relative to commercial loan activity and several new hires relating to the opening of the new Greensburg office. Offsetting these increases is a higher deferral of loan origination costs resulting from increased commercial loan activity and lower benefit costs. Average full-time equivalent staff increased from 673 to 677 in 1996. Other expenses increased 17% or $1.5 million in 1996 as compared to 1995. The increase is primarily attributable to a $1.3 million increase in accounting, professional consulting and legal fees. These increases in legal, as well as increases in accounting and professional consulting fees are a result of the additional services related to merger negotiations with Peoples. A definitive agreement for the merger was signed on November 25, 1996 and consummated in the second quarter 1997. Expense increases to occupancy, equipment, marketing, data processing and other were expenses not significant and reflect normal changes due to activity increases, organization expansion and fee increases from vendors. During 1995, FDIC premiums were eliminated resulting in expense savings of $1.1 million for the first half of 1996. However, S&T had $168.0 million of Oakar deposits subject to the SAIF rate of 23 basis points. On September 30, 1996, legislation was passed for recapitalization of the SAIF fund. The SAIF fund was recapitalized by imposing a one-time surcharge of 65.6 basis points on any financial institution holding SAIF deposits. This surcharge resulted in an expense of $0.9 million to S&T. For future years, the insurance rate for SAIF deposits is expected to be lower, significantly reducing future expense. Federal Income Taxes Federal income tax expense increased $0.9 million to $10.0 million in 1996 as a result of higher pretax income in 1996. The 1996 effective tax rate of 26% was below the 35% statutory tax rate due to the tax benefits resulting from tax-exempt interest, excludable dividend income and the tax benefits associated from LIHTC projects. S&T currently does not incur any alternative minimum tax. Liquidity and Interest Rate Sensitivity Liquidity refers to the ability to satisfy the financial needs of depositors who want to withdraw funds or borrowers needing access to funds to meet their credit needs. Interest rate sensitivity management seeks to avoid fluctuating net interest margins and to enhance net interest income through periods of changing interest rates. ALCO is responsible for establishing and monitoring the liquidity and interest rate sensitivity guidelines, procedures and policies. The principal sources of asset liquidity are cash and due from banks, interest-earning deposits with banks, federal funds, investment securities that mature in one year or less and the market value of securities available for sale. At December 31, 1997, the total of such assets was approximately $798.8 million or 42% of consolidated assets. However, liability liquidity is much more difficult to quantify, but is further enhanced by a stable core deposit base, access to credit lines at other financial institutions and S&T's ability to renew maturing deposits. Certificates of deposit in denominations of $100,000 or more represented 7% of deposits at December 31, 1997 and were outstanding primarily to local customers. S&T's ability to attract deposits and borrowed funds depends primarily on continued rate competitiveness, profitability, capitalization and overall financial condition. 27 Beyond the issue of having sufficient sources to fund unexpected credit demands or deposit withdrawals, liquidity management also is an important factor in monitoring and managing interest rate sensitivity issues through ALCO. Through forecast and simulation models, ALCO is also able to project future funding needs and develop strategies for acquiring funds at a reasonable cost. ALCO uses a variety of measurements to monitor the liquidity position of S&T. These include liquidity gap, net alternative funding resources, net loans to assets, net loans to deposits, volatile liabilities and liquidity ratio. As of December 31, 1997, all of these measurements were in compliance with ALCO policy limitations. Because the assets and liabilities of S&T are primarily monetary in nature, the presentation and analysis of cash flows in formats prescribed by SFAS No. 95 are less meaningful for managing bank liquidity than for other non-financial companies. Funds are typically provided from current earnings, maturity and sales of securities available for sale, loan repayments, deposits and borrowings. The primary uses of funds include new loans, repayment of borrowings, the purchase of securities and dividends to shareholders. The level and mix of sources and uses of funds are constantly monitored and adjusted by ALCO in order to maintain credit, liquidity and interest rate risks within prescribed policy guidelines while maximizing earnings. ALCO monitors and manages interest rate sensitivity through gap, simulation and duration analyses in order to avoid unacceptable earnings fluctuations due to interest rate changes. S&T's gap model includes certain management assumptions based upon past experience and the expected behavior of customers during various interest rate scenarios. The assumptions include principal prepayments for mortgages, installment loans and CMOs, and classifying the demand, savings and money market balances by degree of interest rate sensitivity. Utilizing the above assumptions results in ratios of interest rate sensitive assets to interest rate sensitive liabilities for the six-month and twelve-month intervals ended December 31, 1997 of 0.93% and 1.04%, respectively. Assuming immediate repricings for interest-bearing demand, savings and money market accounts, these ratios would be 0.68% and 0.83%, respectively. In addition to the gap analysis, the Company performs an earnings sensitivity analysis to identify more dynamic interest rate risk exposures. An earnings simulation model is used to estimate the effect that specific interest rate changes would have on twelve months of pretax earnings. Derivative financial instruments are included in this exercise. The model incorporates management assumptions regarding the level of interest rate or balance changes on indeterminate maturity deposit products (savings, money market, NOW and demand deposits) for a given level of market rate changes. These assumptions have been developed through a combination of historical analysis and future expected pricing behavior. Interest rate caps and floors on all products are included to the extent that they become effective in the twelve-month simulation period. Additionally, changes in prepayment behavior of the residential mortgage portfolio in each rate environment are captured using management estimates. Finally, the impact of planned growth and anticipated new business activities is factored into the simulation model. S&T's policy objective is to limit the change in annual pretax earnings to $2.3 million from an immediate and sustained parallel change in interest rates of 200 basis points. As of December 31, 1997, S&T had the following estimated earnings sensitivity profile: [CAPTION] (in millions) 	Immediate Change in Rates 	+200bp 	-200bp Pretax earnings change 	$1.2 	$(0.8) Based on the results of the simulation model as of December 31, 1997, S&T would expect an increase in net interest income of $0.5 million and an increase in net interest income of $0.2 million if interest rates gradually increase or decrease, respectively, from current rates by 200 basis points over a twelve-month period. Capital Resources The primary source of equity growth for S&T is earnings retention. Hence, capital growth is a function of net income less dividends paid to shareholders, and treasury stock activities. Shareholders' equity increased $34.0 million at December 31, 1997 compared to December 31, 1996. Net income was $33.4 million and dividends declared to shareholders were $15.7 million for 1997. S&T paid 43% of 1997 net income in dividends, equating to an annual dividend rate of $1.11 per share. Also affecting capital was an increase of $15.3 million in unrealized gains on securities available for sale. The book values of S&T's common stock increased 14.8% from $16.02 at December 31, 1996 to $18.39 at December 31, 1997, primarily due to the increase in shareholders' equity from retained earnings and the increase in unrealized holding gains on securities available for sale. 28 S&T continues to maintain a strong capital position with a leverage ratio of 11.7% as compared to the 1997 minimum regulatory guideline of 3.0%. S&T's risk-based capital Tier 1 and Total ratios were 17.0% and 18.2%, respectively, at December 31, 1997, which places S&T well above the Federal Reserve Board's risk-based capital guidelines of 4.0% and 8.0% for Tier 1 and Total, respectively. In addition, management believes that S&T has the ability to raise additional capital if necessary. S&T sponsors an ESOP. The ESOP shares are allocated to employees as part of S&T's contributions to its employee thrift and profit sharing plans. At December 31, 1997, 13,000 unallocated shares were held by the ESOP for future allocation to employees. In April 1993, shareholders approved the S&T Incentive Stock Plan authorizing the issuance of a maximum of 600,000 shares of S&T's common stock in order to assist in attracting and retaining employees of outstanding ability and to promote the identification of their interests with those of the shareholders of S&T. On October 17, 1994, the Stock Plan was amended to include outside directors. On April 21, 1997, shareholders approved an amendment to the plan increasing the number of authorized shares to 1,600,000. As of December 31, 1997, 729,411 nonstatutory stock options had been granted to key employees and outside directors; 543,000 of these options are currently exercisable. Year 2000 In June 1997, S&T management formed a committee to evaluate the process of preparing its computer systems and applications for the Year 2000. This process involves modifying or replacing certain hardware and software maintained by S&T, as well as communicating with external service providers to ensure that they are taking the appropriate action to remedy their Year 2000 issues. Management and the committee expect to have substantially all of the system and application changes completed and tested by the end of 1998 and believe that its level of preparedness is appropriate. S&T has not yet determined the total cost of the project; however, it is not expected to materially impact future operations. Purchased hardware and software will be capitalized in accordance with normal policy. Personnel and all other costs related to the project will be expensed as incurred. Regulatory Matters S&T and S&T Bank are subject to periodic examinations by one or more of the various regulatory agencies. During 1997, an examination was conducted by the FDIC. This examination included, but was not limited to, procedures designed to review lending practices, credit quality, liquidity, operations and capital adequacy of S&T and its subsidiaries. No comments were received from the FDIC which would have a material effect on S&T's liquidity, capital resources or operations. S&T's current capital position and results of regulatory examination allow it to pay the lowest possible rate for FDIC deposit insurance. Inflation Management is aware of the significant effect inflation has on interest rates and can have on financial performance. S&T's ability to cope with this is best determined by analyzing its capability to respond to changing interest rates and its ability to manage noninterest income and expense. S&T monitors its mix of interest rate sensitive assets and liabilities through ALCO in order to reduce the impact of inflation on net interest income. Management also controls the effects of inflation by reviewing the prices of its products and services, by introducing new products and services and by controlling overhead expenses. Business Uncertainties Due to the static economy in S&T's mature market area and the potential for decline, management believes that values of loan collateral and the ability of borrowers to repay could be adversely affected in an economic downturn. However, because of S&T's adequate allowance for loan losses, earnings strength and strong capitalization, as well as the strength of other businesses in our market area, management does not expect a decline in S&T's ability to satisfactorily perform if further decline in our economy occurs. In addition, S&T's recent acquisitions provide expanded market opportunities in areas with better growth potential. "Safe Harbor" Statement under the Private Securities Litigation Reform Act of 1995 The statements in this Annual Report, which are not historical fact, are forward looking statements that involve risks and uncertainties, including, but not limited to, the interest rate environment, the effect of federal and state banking and tax regulations, the effect of economic conditions, the impact of competitive products and pricings, and other risks detailed in S&T's Securities and Exchange Commission filings. 29 Consolidated Balance Sheets S&T Bancorp, Inc. and Subsidiaries December 31 		1997 		1996 (dollars in thousands, except per share data) Assets Cash and due from banks		 $ 35,951 		$ 40,710 Interest-earning deposits with banks 		102	 	109 Federal funds sold 		0	 	6,465 Securities: Available for sale	 	521,117 		449,801 Held to maturity (market value $48,101 in 1997 and $51,343 in 1996) 		47,103	 	50,260 Total Securities 		568,220		 500,061 Loans, net of allowance for loan losses of $20,427 in 1997 and $18,729 in 1996 		1,253,326	 	1,181,407 Premises and equipment 		20,613 		20,038 Other assets	 	42,079	 	38,255 Total Assets 		$1,920,291 	$1,787,045 Liabilities Deposits: Noninterest-bearing 		$ 165,727	 	$ 159,268 Interest-bearing 		1,118,931 		1,111,099 Total Deposits 		1,284,658 		 1,270,367 Securities sold under repurchase agreements 		170,124	 	114,205 Federal funds purchased 		9,325 		775 Long-term borrowings	 	144,218	 	136,618 Other borrowed funds 		130	 	230 Other liabilities 		51,718		 38,732 Total Liabilities	 	1,660,173	 	1,560,927 Shareholders' Equity Preferred stock, without par value, 10,000,000 shares authorized and none outstanding 		_	 	_ Common stock ($2.50 par value) Authorized-25,000,000 shares in 1997 and 1996 Issued-14,857,019 shares in 1997 and 1996 	 	37,142 		37,142 Additional paid-in capital		 19,369	 	19,044 Retained earnings		 175,707	 	157,982 Net unrealized holding gains on securities available for sale	 	40,524	 	25,197 Treasury stock (715,864 shares in 1997 and 746,003 shares in 1996, at cost)		 (12,494) 		(13,017) Deferred compensation	 	 (130) 		(230) Total Shareholders' Equity	 	260,118	 	226,118 Total Liabilities and Shareholders' Equity 		$1,920,291 	$1,787,045 See Notes to Consolidated Financial Statements 30 Consolidated Statements of Income S&T Bancorp, Inc. and Subsidiaries [CAPTION] Year Ended December 31	 1997	 1996	 1995 (dollars in thousands, except per share data) Interest Income Loans, including fees 	$108,891	 $ 99,493	 $ 95,570 Deposits with banks 	8 	5 	143 Federal funds sold	 523	 330	 406 Investment securities: Taxable	 25,421	 26,349	 24,736 Tax-exempt	 2,250	 2,834	 3,127 Dividends	 4,008	 3,431	 3,038 Total Interest Income	 141,101	 132,442	 127,020 Interest Expense Deposits	 47,966	 46,125	 44,277 Securities sold under repurchase agreements 	 6,602 	 7,006	 8,482 Federal funds purchased	 472	 319	 474 Long-term borrowings	 7,227	 5,071	 4,326 Other borrowed funds	 17	 68	 118 Total Interest Expense	 62,284	 58,589 	57,677 Net Interest Income 	78,817	 73,853	 69,343 Provision for Loan Losses	 5,000	 5,175	 4,220 Net Interest Income After Provision for Loan Losses	 73,817	 68,678	 65,123 Noninterest Income Service charges on deposit accounts 	4,603	 4,039 	3,327 Trust fees	 3,181	 2,839	 2,401 Security gains, net	 5,446	 2,227	 850 Other	 3,211	 2,892	 2,569 Total Noninterest Income	 16,441	 11,997	 9,147 Noninterest Expense Salaries and employee benefits	 22,816	 21,763 	21,147 Occupancy, net	 2,583	 2,886	 2,561 Furniture and equipment	 3,170	 2,447	 2,581 Other taxes	 1,320 	 1,201	 1,121 Data processing	 2,154 	 1,955	 1,887 Amortization of intangibles	 0	 314	 343 FDIC assessment	 240 	 1,199	 1,526 Other 	10,915 	 10,633	 9,110 Total Noninterest Expense	 43,198	 42,398	 40,276 Income Before Income Taxes	 47,060	 38,277	 33,994 Applicable Income Taxes	 13,646	 10,036	 9,152 Net Income	 $ 33,414	 $ 28,241	 $ 24,842 Per Common Share: Net Income-Basic	 $ 2.36	 $ 2.00	 $ 1.74 Net Income-Diluted	 2.34	 1.99	 1.73 Dividends Declared	 1.11	 0.94	 0.74 See Notes to Consolidated Financial Statements. 31 Consolidated Statements of Changes in Shareholders' Equity S&T Bancorp, Inc. and Subsidiaries [CAPTION] 				 Net Unrealized		 	 	Additional		 Gains on		 	 Common	 Paid-In	 Retained	 Securities	 Treasury	Deferred 	Stock	 Capital	 Earnings	 Available Stock Compensation for Sale (dollars in thousands, except per share data) Balance at January 1, 1995	 $37,142	 $17,328 	$125,938 	$ 8,840 	$(5,982) 	$(430) Net income for 1995			 24,842 Cash dividends declared ($0.74 per share)			 (9,204) Treasury stock acquired (97,689 shares)					 (2,076) Treasury stock sold (74,820 shares)		 792			 876 Deferred ESOP benefits expense						 90 Net change in unrealized holding gains on securities available for sale				 15,898 Balance at December 31, 1995	 37,142	 18,120	 141,576	 24,738	 (7,182)	 (340) Net income for 1996			 28,241 Cash dividends declared ($0.94 per share)			 (11,835) Treasury stock acquired (257,525 shares)				 	(7,287) Treasury stock sold (89,614 shares)	 	924			 1,452 Deferred ESOP benefits expense						 110 Net change in unrealized holding gains on securities available for sale				 459 Balance at December 31, 1996	 37,142 	 19,044	 157,982	 25,197	 (13,017)	 (230) Net income for 1997			 33,414 Cash dividends declared ($1.11 per share)			 (15,689) Treasury stock acquired (138 shares)					 (5) Treasury stock sold (30,277 shares)		 325			 528 Deferred ESOP benefits expense						 100 Net change in unrealized holding gains on securities available for sale				 15,327 Balance at December 31, 1997	 $37,142 	 $19,369	 $175,707	 $40,524 	$(12,494) 	$(130) See Notes to Consolidated Financial Statements. 32 Consolidated Statements of Cash Flows S&T Bancorp, Inc. and Subsidiaries [CAPTION] Year Ended December 31	 1997	 1996 	 1995 (dollars in thousands) Operating Activities Net Income	 $ 33,414 	$ 28,241 	$ 24,842 Adjustments to reconcile net income to net cash provided by operating activities: Provision for loan losses 	5,000	 5,175	 4,220 Provision for depreciation and amortization	 2,163	 2,445 	2,028 Net amortization of investment security premiums	 675	 543	 775 Net accretion of loan and deposit discounts	 0	 (343)	 (896) Deferred income taxes	 (756)	 (613)	 (535) Securities gains, net	 (5,446)	 (2,227)	 (850) (Increase) decrease in interest receivable	 (1,601)	 449	 (552) Increase (decrease) in interest payable	 395	 (271)	 3,063 Decrease (increase) in other assets	 819	 (458)	 (1,236) Increase (decrease) in other liabilities	 531	 3,170 	(2,975) Net Cash Provided by Operating Activities	 35,194	 36,111	 27,884 Investing Activities Net decrease (increase) in interest-earning deposits with banks	 7	 (58)	 3,773 Net decrease in federal funds sold	 6,465	 875	 785 Proceeds from maturities of investment securities	 3,146 	11,361	 28,774 Proceeds from maturities of securities available for sale 	127,344 	90,214	 20,264 Proceeds from sales of securities available for sale	 77,826 40,855	 67,943 Purchases of investment securities	 0	 (4,231)	 (26,255) Purchases of securities available for sale	 (248,077) 	(148,259) 	(93,722) Net increase in loans	 (76,919)	 (99,741) 	(79,023) Purchases of premises and equipment	 (2,042) 	(3,020)	 (1,913) Other, net	 (696)	 303	 108 Net Cash Used in Investing Activities	 (112,946) 	(111,701)	 (79,266) Financing Activities Net increase in demand, NOW and savings deposits 	9,105	 23,761 	3,689 Net increase in certificates of deposit	 5,186	 30,060	 70,286 Net increase (decrease) in federal funds purchased	 8,550	 450 	(19,265) Net increase (decrease) in repurchase agreements	 55,919	 (8,589)	 (47,077) Increase in obligation under capital lease	 0	 (294)	 (264) Proceeds from FHLB long-term borrowings	 68,600	 55,000	 53,200 Repayments from FHLB long-term borrowings	 (61,000)	 (14,987) 	0 Acquisition of treasury stock	 (5)	 (7,287) 	(2,076) Sale of treasury stock	 853	 2,376 	1,668 Cash dividends paid to shareholders	 (14,215)	 (10,667) 	(8,757) Net Cash Provided by Financing Activities	 72,993	 69,823	 51,404 (Decrease) increase in Cash and Cash Equivalents	 (4,759)	 (5,767)	 22 Cash and Cash Equivalents at Beginning of Year	 40,710	 46,477	 46,455 Cash and Cash Equivalents at End of Year	 $ 35,951	 $ 40,710	 $46,477 See Notes to Consolidated Financial Statements. 33 Notes to Consolidated Financial Statements S&T Bancorp, Inc. and Subsidiaries Note A Accounting Policies The financial statements of S&T Bancorp, Inc. and subsidiaries (S&T) have been prepared in accordance with generally accepted accounting principles. In preparing the financial statements, management is required to make estimates and assumptions that affect the reported amounts of assets and liabilities as of the date of the balance sheet and revenues and expenses for the period. Actual results could differ from those estimates. The more significant accounting policies are described below. Principles of Consolidation The consolidated financial statements include the accounts of S&T and its subsidiaries. All significant intercompany transactions have been eliminated in consolidation. The investment in the subsidiaries is carried at S&T's equity in the underlying net assets. Acquisitions On May 2, 1997, S&T completed the merger of Peoples Bank of Unity (Peoples) into its principal subsidiary, S&T Bank (Bank). Peoples had assets of $288.0 million, and operated six offices in the eastern suburbs of Pittsburgh, including Plum Borough, Penn Hills, Monroeville, Oakmont, Unity, and Holiday Park. All of these offices now operate under the S&T Bank name. Under the terms of the merger agreement, Peoples shareholders received 26.25 S&T common shares for each of the 115,660 outstanding Peoples common shares. This resulted in a tax-free exchange, and the merger was accounted for as a pooling-of-interests. The financial statements are presented as if the merger had been consummated for all the periods presented. The following financial information presents the combined results of S&T and Peoples as if the acquisition had occurred as of the beginning of the years presented: [CAPTION] 	S&T as For the Periods Ended 	 previously presented Peoples S&T (dollars in thousands) Net interest income: March 31, 1997 $15,655 $3,699 $19,354 December 31, 1996	 59,887	 13,966	 73,853 December 31, 1995	 57,019	 12,324 	 69,343 Net income: March 31, 1997	 $ 6,248	 $ 1,493	 $ 7,741 December 31, 1996	 23,249	 4,992	 28,241 December 31, 1995	 20,469	 4,373	 24,842 Securities Management determines the appropriate classification of securities at the time of purchase. If management has the positive intent and S&T has the ability at the time of purchase to hold securities until maturity, they are classified as held to maturity and are stated at cost adjusted for amortization of premiums and accretion of discounts. All obligations of states and political subdivisions and corporate securities are classified in this category. Securities to be held for indefinite periods of time are classified as available for sale and are recorded at market value. All U.S. treasury securities, U.S. government corporations and agencies, collateralized mortgage obligations, mortgage-backed securities, and marketable equity securities are classified in this category. Gains or losses on the disposition of securities are based on the specific identification method. S&T does not engage in any securities trading activity. 34 Loans Interest on loans is accrued and credited to operations based on the principal amount outstanding. Accretion of discount on loans is included in interest income. Loan origination fees and direct loan origination costs are deferred and amortized as an adjustment of loan yield over the respective lives of the loans. Loans are placed on nonaccrual and interest is discontinued when collection of interest or principal is doubtful, or generally when interest or principal are 90 days or more past due. Impaired loans are defined by management as commercial and commercial real estate loans for which it is probable that the Bank will not be able to collect all amounts due according to the contractual terms of the loan agreement. Residential real estate mortgages and consumer installment loans are large groups of smaller balance homogeneous loans and are separately measured for impairment collectability. Factors considered by management in determining impairment include payment status and underlying collateral value. All impaired loans are classified as substandard for risk classification purposes. Impaired loans are charged-off, to the estimated value of collateral associated with the loan, when management believes principal and interest are deemed uncollectible. The accrual of interest on impaired loans is discontinued when, in management's opinion, the borrower may be unable to meet the payments as they become due. When interest accrual is discontinued, all unpaid accrued interest is reversed. Interest income is subsequently recognized only to the extent that cash payments are received. The allowance for loan losses is established through provisions for loan losses charged against income. Loans considered to be uncollectible are charged against the allowance, and recoveries, if any, are credited to the allow-ance. The allowance for loan losses is maintained at a level believed adequate by management to absorb probable losses in the loan portfolio. Management's determination of the adequacy of the allowance is based on periodic evaluations of the loan portfolio, past loan loss experience, current economic conditions, volume, growth and composition of the loan portfolio and other relevant factors. Premises and Equipment Premises and equipment are stated at cost less accumulated depreciation. The provision for depreciation is computed generally by the straight-line method for financial reporting purposes and by accelerated methods for federal income tax purposes. Other Real Estate Other real estate is included in other assets and is comprised of properties acquired through foreclosure proceedings or acceptance of a deed in lieu of foreclosure and loans classified as in-substance foreclosure. These properties are carried at the lower of cost or fair value less cost of resale. Loan losses arising from the acquisition of such property are charged against the allowance for loan losses. Gains or losses realized subsequent to acquisition are recorded in the results of operations. Income Taxes Deferred tax assets and liabilities are reflected at currently enacted income tax rates applicable to the period in which the deferred tax assets or liabilities are expected to be realized or settled. Trust Assets and Income Assets held in a fiduciary capacity by the Bank are not assets of the Bank and are therefore not included in the consolidated financial statements. Trust fee income is reported on the accrual basis. Pensions Pension expense for the Bank's defined benefit pension plan is actuarially determined using the projected unit credit actuarial cost method. The funding policy for the plan is to contribute amounts to the plan sufficient to meet the minimum funding requirements of the Employee Retirement Income Security Act of 1974, plus such additional amounts as may be appropriate, subject to federal income tax limitations. 35 Treasury Stock The purchase of S&T common stock is recorded at cost. At the time of reissue, the treasury stock account is reduced using the average cost method. Earnings Per Share Financial Accounting Standards Board Statement No. 128, "Earnings Per Share" (Statement No. 128), is effective in 1997 and provides a simpler calculation called basic Earnings Per Share (EPS) which replaces primary EPS under APB Opinion 15. Basic EPS is calculated by dividing income available to common shareholders by the weighted average number of common shares outstanding during the period. Options, warrants and other potentially dilutive securities are excluded from the basic calculation, but are included in diluted EPS. All prior periods have been restated and recorded in accordance with Statement No. 128. Average shares outstanding for computing basic EPS were 14,131,518, 14,108,617 and 14,279,507 for 1997, 1996 and 1995, respectively. Average shares outstanding for computing dilutive EPS were 14,309,182, 14,220,422 and 14,318,799 for 1997, 1996 and 1995, respectively. In computing dilutive EPS, average shares outstanding have been increased by the common stock equivalents relating to S&T's available stock options. Cash Flow Information S&T considers cash and due from banks as cash and cash equivalents. For the years ended December 31, 1997, 1996 and 1995, cash paid for interest was $60,825,000, $58,860,000 and $54,615,000, respectively. Cash paid during 1997 for income taxes was $14,190,000 compared to $11,014,000 for 1996 and $8,961,000 for 1995. Mortgage Loan Servicing Mortgage servicing assets are recognized as separate assets when servicing rights are acquired through purchase or loan originations, when there is a definitive plan to sell the underlying loan. Capitalized mortgage servicing rights are reported in other assets and are amortized into noninterest income in proportion to, and over the period of, the estimated future net servicing income of the underlying mortgage loans. Capitalized mortgage servicing rights are evaluated for impairment based on the fair value of those rights. In November 1997, $12.7 million of 1-4 family mortgage loans were sold to the Federal National Mortgage Association (FNMA), and $187,000 of mortgage servicing rights were capitalized and recorded in other assets. Servicing assets are amortized in proportion to, and over the period of, estimated net servicing revenues. New Accounting Pronouncements Financial Accounting Standards Board Statement No. 125, "Accounting for Transfers and Servicing of Financial Assets and Extinguishments of Liabilities" (Statement No. 125), is effective in 1997 and provides accounting and reporting standards for transfers and servicing of financial assets and extinguishments of liabilities. Statement No. 125 as amended by FASB Statement No. 127, "Deferral of Effective Date of Certain Provisions of Statement No. 125," is generally to be applied to transactions occurring after December 31, 1996 with certain provisions having been delayed until 1998. Statement No. 125 is not expected to materially affect S&T's financial position or results of operations. Financial Accounting Standards Board Statement No. 130, "Accounting for Comprehensive Income," is effective for years beginning after December 15, 1997 and establishes standards for the reporting and display of comprehensive income and its components in a full set of general purpose financial statements. Statement No. 130 is not expected to materially affect S&T's financial position or results of operations. 36 Note B Fair Values of Financial Instruments S&T utilized quoted market values, where available, to assign fair value to its financial instruments. In cases where quoted market values were not available, S&T used present value methods to estimate the fair value of its financial instruments. These estimates of fair value are significantly affected by the assumptions made and, accordingly, do not necessarily indicate amounts which could be realized in a current market exchange. S&T does not expect to realize the estimated amounts disclosed. The following methods and assumptions were used by S&T in estimating its fair value disclosures for financial instruments: Cash and Cash Equivalents and Other Short-Term Assets The carrying amounts reported in the consolidated balance sheet for cash and due from banks, interest-earning deposits with banks and federal funds sold approximate those assets' fair values. Securities Fair values for investment securities and securities available for sale are based on quoted market prices. Loans For variable-rate loans that reprice frequently and with no significant change in credit risk, fair values are based on carrying values. The fair values for other loans are estimated using discounted cash flow analyses, using interest rates currently being offered for loans with similar terms to borrowers as measured by net credit losses and the loss of interest income from nonaccrual loans. The carrying amount of accrued interest approximates its fair value. Deposits The fair values disclosed for demand deposits (e.g., noninterest and interest-bearing demand, money market and savings accounts) are, by definition, equal to the amount payable on demand. The carrying amounts for variable-rate, fixed-term certificates of deposit and other time deposits approximate their fair value at year end. Fair values for fixed-rate certificates of deposit and other time deposits are based on the discounted value of contractual cash flows, using interest rates currently being offered for deposits of similar remaining maturities. Short-Term Borrowings and Other Borrowed Funds The carrying amounts of federal funds purchased, borrowings under repurchase agreements and other borrowings approximate their fair values. Long-Term Borrowings The fair values disclosed for long-term borrowings are estimated using current interest rates for long-term borrowings of similar remaining maturities. Loan Committments and Standby Letters of Credit Estimates of the fair value of these off-balance sheet items were not made because of the short-term of these arrangements and the credit standing of the counterparties. Also, unfunded loan commitments relate principally to variable rate commercial loans, and fees are not normally assessed on these balances. Estimates of fair value have not been made for items which are not defined as financial instruments, including such items as S&T's core deposit intangibles and the value of its trust operation. S&T believes it is impracticable to estimate a representational fair value for these types of assets, which represent significant value to S&T. 37 [CAPTION] The following table indicates the estimated fair value of S&T's financial instruments as of December 31: 	 1997	 1996 		Estimated Carrying Estimated Carrying 		Fair Value	 Value	 Fair Value	 Value (dollars in thousands) Assets Cash		 $ 36,053	 $ 36,053	 $ 47,284	 $ 47,284 Securities: Available for sale		 521,117	 521,117	 449,801	 449,801 Held to maturity		 48,101	 47,103 	51,343	 50,260 Loans	 	1,279,802	 1,273,753 	 1,194,344 1,200,136 Liabilities Deposits		 $1,287,497	 $1,284,658	 $1,275,480	 $1,270,367 Securities sold under repurchase agreements		 170,126	 170,124	 114,205	 114,205 Federal funds purchased		 9,325 	 9,325	 775	 775 Long-term borrowings		 145,049	 144,218	 136,518 136,618 Other borrowed funds		 130	 130	 230 	 230 Off-Balance Sheet Interest rate swaps	 	$ 192 	$ 0	$ 362 	$ 0 Note C Derivative Financial Instruments S&T does not extensively use derivative financial instruments. The only type of instrument that S&T utilizes is interest rate swaps. S&T has three interest rate swaps at notional values totaling $25.0 million, paying a fixed rate and receiving a variable rate. The purpose of these transactions is to provide matched, fixed rate funding for newly originated loans, and to mitigate the risk associated with volatile liability funding. The effective rate of these combined swaps was 5.28% at December 31, 1997. Interest rate swaps are not reported in the consolidated balance sheets. Differences between interest received and interest paid are reported as a component of borrowing expense in the consolidated income statement. Note D Restrictions on Cash and Due from Bank Accounts The Board of Governors of the Federal Reserve Bank impose certain reserve requirements on all depository institutions. These reserves are maintained in the form of vault cash or as a noninterest-bearing balance with the Federal Reserve Bank. Required reserves averaged $11,681,000 during 1997. 38 Securities [CAPTION] The following table indicates the composition of the securities portfolio at December 31: 		 Available for Sale 			 Gross	 Gross 		 Amortized Unrealized	Unrealized	 Market 1997		 Cost	 Gains	 Losses	 Value (dollars in thousands) Obligations of U.S. government corporations and agencies		 $338,855	 $ 2,616	 $ (183)	$341,288 Mortgage-backed securities 		 14,169	 373 		 14,542 U.S. treasury securities		 38,044	 1,429		 39,473 Corporate securities		 10,848	 228	 (12)	 11,064 Debt securities available for sale		 401,916	 4,646	 (195)	 406,367 Marketable equity securities		 43,745 	 58,060	 (166)	 101,639 Other securities		 13,111			 13,111 Total		 $458,772	 $62,706	 $ (361)	$521,117 	 Held to Maturity Obligations of states and $ 37,497	 $ 794 $ (5) $38,286 political susbdivisions Corporate securities		 1,998	 209		 2,207 Debt securities held to maturity		 39,495	 1,003	 (5)	 40,493 Other securities		 7,608			 7,608 Total		 $ 47,103	 $ 1,003	 $ (5)$ 48,101 		 Available for Sale 			 Gross	 Gross 		 Amortized Unrealized	 Unrealized	Market 1996		 Cost	 Gains	 Losses	 Value (dollars in thousands) Obligations of U.S. government corporations and agencies		 $234,632 $ 2,408 $(1,116)$235,924 Collateralized mortgage obligations of U.S. government corporations and agencies		 4,176	 7	 (1)	 4,182 Mortgaged-backed securities		 47,327	 401	 (266)	 47,462 U.S. treasury securities		 57,187	 1,555		 58,742 Corporate securities		 14,463	 143	 (56)	 14,550 Debt securities available for sale		 357,785	 4,514	 (1,439)	360,860 Marketable equity securities		 40,161	 35,868	 (224)	 75,805 Other securities		 13,136			 13,136 Total		 $411,082	 $40,382	 $(1,663)$449,801 	 Held to Maturity Obligations of states and 		$ 46,334	 $ 919 $ (52)$ 47,201 and political subdivisions Corporate securities		 1,998	 216		 2,214 Debt securities held to maturity		 48,332	 1,135	 (52)	 49,415 Other securities		 1,928			 1,928 Total		 $ 50,260	 $ 1,135	 $ (52)$ 51,343 39 There were $6,031,000, $2,528,000 and $1,956,000 in gross realized gains and $585,000, $305,000 and $1,114,000 in gross realized losses in 1997, 1996 and 1995, respectively, relative to securities available for sale. The amortized cost and estimated market value of debt securities at December 31, 1997, by contractual maturity, are shown below. Expected maturities will differ from contractual maturities because borrowers may have the right to call or prepay obligations with or without call or prepayment penalties. For purposes of the maturity table, mortgage-backed securities, which are not due at a single maturity date, have been allocated over maturity groupings based on the weighted-average contractual maturities of the underlying collateral. The mortgage-backed securities may mature earlier than their weighted-average contractual maturities because of principal prepayments. [CAPTION] 		 Amortized	 Market Available for Sale	 	 Cost		 Value (dollars in thousands) Due in one year or less		 $ 23,992	$ 24,159 Due after one year through five years		 96,246	 97,815 Due after five years through ten years	273,750 276,241 Due after ten years		 7,928 	 8,152 Total		 $ 401,916 $ 406,367 		 Amortized		 Market Held to Maturity		 Cost		 Value Due in one year or less		 $ 5,680 $ 5,723 Due after one year through five years		 18,288	 18,800 Due after five years through ten years		12,585	 12,939 Due after ten years		 2,942	 3,031 Total		 $ 39,495	$ 40,493 At December 31, 1997 and 1996, securities with principal amounts of $274,350,000 and $181,489,000, respectively, were pledged to secure repurchase agreements and public and trust fund deposits. Note F Loans [CAPTION] The following table indicates the composition of the loan portfolio at December 31: 		 1997	 1996 (dollars in thousands) Real estate-construction		 $ 47,967 	$ 35,508 Real estate-mortgages: Residential		 512,417	 513,424 Commercial		 327,384	 250,132 Commercial-industrial and agricultural		 255,017	 246,731 Consumer installment		 130,968 	 154,341 Gross Loans	 	 $1,273,753	 $1,200,136 Allowance for loan losses		 (20,427) 	 (18,729) Net Loans		 $1,253,326	 $1,181,407 40 The following table presents changes in the allowance for loan losses for the year ended December 31: [CAPTION] 	 1997	 1996	 1995 (dollars in thousands) Balance at beginning of year	 $18,729 $17,065 $15,169 Charge-offs	 (4,481) 	(5,536) (3,039) Recoveries	 1,179 	 2,025 715 Net charge-offs	 (3,302)	 (3,511)	 (2,324) Provision for loan losses	 5,000	 5,175 	 4,220 Balance at end of year	 $20,427	 $18,729 $17,065 The Bank has granted loans to certain officers and directors of S&T as well as certain affiliates of the officers and directors in the ordinary course of business. These loans were made on substantially the same terms, including interest rates and collateral, as those prevailing at the time for comparable transactions with unrelated persons and did not involve more than normal risk of collectibility. The aggregate dollar amounts of these loans were $41,130,000 and $33,713,000 at December 31, 1997 and 1996, respectively. During 1997, $36,495,000 of new loans were funded and repayments totaled $29,078,000. During 1997, S&T Bank acquired automobile loans and leases on a third-party basis from companies owned by two directors of S&T totaling $3,793,000. These loans were acquired on substantially the same terms as those prevailing at the time for comparable transactions with others. The principal balances of loans on nonaccrual were $3,602,000 and $10,268,000 at December 31, 1997 and December 31, 1996, respectively. At December 31, 1997, there were no commitments to lend additional funds on nonaccrual loans. Other real estate owned, which is included in other assets, was $647,000 at December 31, 1997 and $483,000 at December 31, 1996. The following table represents S&T's investment in loans considered to be impaired and related information on those impaired loans at December 31: [CAPTION] 		 1997	 1996 (dollars in thousands) Recorded investment in loans considered to be impaired $1,869,000 	$10,687,000 Loans considered to be impaired that were on a nonaccrual basis	 	_ 	 6,487,000 Allowance for loan losses related to loans considered to be impaired		 914,000	 2,605,000 Average recorded investment in impaired loans		 6,329,000 4,256,000 Total interest income recognized on 	656,000 1,103,000 	 impaired loans Interest income on impaired loans recognized on a cash basis	 	_ 	 1,103,000 41 Note G Premises and Equipment The following table is a summary of the premises and equipment accounts at December 31: [CAPTION] 		 1997	 1996 (dollars in thousands) Land 		 $ 3,037 $ 2,568 Premises		 18,498	 18,340 Furniture and equipment	 	 12,152	 14,806 Leasehold improvements		 2,483 2,510 		 36,170	 38,224 Accumulated depreciation		 (15,557)	 (18,186) Total		$ $20,613	 $20,038 Certain banking facilities and equipment are leased under short-term lease arrangements expiring at various dates to the year 2007. All such leases are accounted for as operating leases. Rental expense for premises and equipment amounted to $1,215,000, $1,136,000 and $1,104,000 in 1997, 1996 and 1995, respectively. Minimum annual rentals for each of the years 1998-2002 are approximately $413,000, $308,000, $296,000, $241,000 and $133,000, respectively, and $586,000 for the years thereafter. Included in the above are leases entered into with two directors of S&T for which rental expense totaled $348,497, $325,709 and $318,984 in 1997, 1996 and 1995, respectively. Note H Deposits The following table indicates the composition of deposits at December 31: [CAPTION] 		 1997 1996 (dollars in thousands) Noninterest-bearing demand		 $ 165,727	$ 159,268 Interest-bearing demand		 33,582 	 52,658 Money market		 274,874 	 230,143 Savings 		 175,187	 198,068 Time deposits		 635,288	 630,230 Total		 $1,284,658 $1,270,367 The aggregate of all time deposits over $100,000 amounted to $95,678,000 and $101,461,000 for December 31, 1997 and 1996, respectively. 42 The following table indicates the scheduled maturities of time deposits at December 31: [CAPTION] 		 1997	 1996 (dollars in thousands) Due in one year		 $306,278 $360,191 Due in one to two years		 187,257 107,836 Due in two to three years		 83,395 89,595 Due in three to four years		 16,434	 32,330 Due in four to five years 		 26,751 	 15,273 Due after five years		 15,173	 25,005 Total 	 	 $635,288 	$630,230 Note I Long-Term Borrowings The following table is a summary of long-term borrowings with the Federal Home Loan Bank (FHLB): [CAPTION] 	 1997	 1996 		 Balance	Average Balance Average Rate Rate (dollars in thousands) Due in one year	 $25,000 	5.97%		$36,000 5.43% Due in one to two years 	 _	 	 25,000 	5.60 Due in two to three years	 12,500	 5.70 	 	_ 	_ Due in three to four years	 30,000	 6.02		 12,500	 5.32 Due in four to five years	 57,100	 5.25		 55,000 	5.52 Due after five years	 19,618	 6.48		 8,118	 6.63 Total	 $144,218 	5.74%	$136,618 5.56% The purpose of these borrowings was to match fund selected new loan originations, to mitigate interest rate sensitivity risks and take advantage of discounted borrowing rates through the FHLB for community investment projects. S&T maintains a Flexline of credit for 10% of total assets with the FHLB which expires December 31, 1998. S&T pledged all 1-4 family and multi-family mortgage loans as collateral for any current or future FHLB advances. The total carrying amount of these loans was $458,308,000 at December 31, 1997. Note J Short-Term Debt Federal funds purchased and securities sold under repurchase agreements (REPOS) generally mature within one to 14 days from the transaction date. S&T defines REPOS with its retail customers as retail REPOS and wholesale REPOS are those transacted with other financial institutions. 43 Information concerning federal funds purchased and REPOS is summarized as follows: [CAPTION] 		 1997	 1996 (dollars in thousands) Average balance during the year		 $134,851	$141,012 Average interest rate during the year 		 5.31%	 5.24% Maximum month-end balance during the year $195,024	$180,776 Average interest rate at year end 		 5.82%	 5.68% Note K Dividend and Loan Restrictions Certain restrictions exist regarding the ability of S&T Bank to transfer funds to S&T in the form of dividends and loans. Dividends that may be paid by S&T Bank to S&T are limited to the retained earnings of S&T Bank which amounted to $112,155,000 at December 31, 1997. The amount of dividends that may be paid to S&T is further restricted by regulatory guidelines concerning minimum capital requirements. Federal law prohibits S&T from borrowing from the subsidiaries unless such loans are collateralized by specific obligations. Further, such loans are limited to 10% of S&T Bank's capital and additional paid-in capital, as defined. At December 31, 1997, the maximum amount available for transfer from S&T Bank to S&T in the form of loans and dividends approximated 45% of consolidated net assets. Note L Litigation S&T, in the normal course of business, is subject to various legal proceedings in which claims for monetary damages are asserted. No material losses are anticipated by management as a result of these legal proceedings. Note M Financial Instruments and Credit Risk S&T, in the normal course of business, commits to extend credit and issue standby letters of credit. The obligations are not recorded in S&T's financial statements. Loan commitments and standby letters of credit are subject to S&T's normal credit underwriting policies and procedures and generally require collateral based upon management's evaluation of each customer's financial condition and ability to satisfy completely the terms of the agreement. S&T's exposure to credit loss in the event the customer does not satisfy the terms of the agreement equals the notional amount of the obligation less the value of any collateral. Unfunded loan commitments totaled $294,144,000 and $250,394,000 at December 31, 1997 and 1996, respectively; and obligations under standby letters of credit totaled $54,439,000 and $63,553,000 at December 31, 1997 and 1996, respectively. S&T attempts to limit its exposure to concentrations of credit risk by diversifying its loan portfolio. S&T defines concentrations of credit risk as loans to a specific industry or group in excess of 10% of total loans. S&T has no concentration of credit risk by industry or group. However, geographic concentrations exist because S&T provides a full range of banking services including commercial, consumer and mortgage loans to individuals and corporate customers in its six-county market area in western Pennsylvania. 44 Note N Income Taxes Income tax expense (credits) for the year ended December 31 are comprised of: [CAPTION] 	 1997	 1996	 1995 (dollars in thousands) Current	 $14,402	$10,649	$9,687 Deferred	 (756)	 (613)	 (535) Total	 $13,646	$10,036	$9,152 The provision for income taxes differs from the amount computed by applying the statutory federal income tax rate to income before income taxes. The statutory to effective tax rate reconciliation for the year ended December 31 is as follows: [CAPTION] 	 1997	 1996	 1995 (dollars in thousands) Statutory tax rate	 35% 	35%	 35% Tax-exempt interest income and dividend exclusion 	 (4)	 (6)	 (7) Low income housing tax credits	(2)	 (3) 	 (1) Effective tax rate	 29%	 26% 	 27% Income taxes applicable to security gains were $1,906,000 in 1997, $779,000 in 1996 and $296,000 in 1995. 45 Significant components of S&T's temporary differences were as follows at December 31: [CAPTION] 		 1997	 1996 (dollars in thousands) Deferred tax liabilities: Net unrealized holding gains on securities available for sale 		$(21,821)	$(13,521) Fixed assets		 (683) 	 (740) Accretion on acquired loans		 (326)	 (363) Prepaid pension		 (514)	 (447) Prepaid hospitalization		 (102)	 (102) Point recognition		 (933)	 (688) Total deferred tax liabilities		 (24,379)	 (15,861) Deferred tax assets: Allowance on loan losses		 6,939	 6,206 Loan fees		 377	 376 Interest expense on increasing rate CDs		 128	 171 Deferred compensation 		 771	 462 Goodwill		 352 	 392 Other		 174 	 160 Total deferred tax assets		 8,741	 7,767 Net deferred tax liability		 $(15,638)	$ (8,094) Note O Employee Benefits The Bank maintains a defined benefit pension plan covering substantially all employees. The benefits are based on years of service and the employee's compensation during the last ten years of employment. Contributions are intended to provide for benefits attributed to employee service to date and for those benefits expected to be earned in the future. Trustee pension plan assets consist primarily of equity and fixed income securities and short-term investments. The following table summarizes the components of net periodic pension expense for the Bank's defined benefit plan: [CAPTION] 	 1997	 1996 1995 (dollars in thousands) Service cost-benefits earned $1,103 $1,032 $811 during the period Interest cost on projected benefit 1,378	 1,274	 1,180 benefit obligation Actual return on plan assets	 (3,767)	 (2,447)(3,710) Net amortization and deferral	 1,977	 893	 2,479 Net periodic pension expense	 $691 	 $752	 $760 46 The following table sets forth the plan's funded status at December 31: [CAPTION] 		 1997	 1996 (dollars in thousands) Actuarial present value of the accumulated benefit obligation, including vested benefits of $16,766 in 1997 and $13,618 in 1996	 $(18,339) $(14,838) Actuarial present value of projected benefit obligation		 $(23,385)	$(19,593) Plan assets at fair value		 26,043	 22,189 Plan assets in excess of projected benefit obligation		 2,658	 2,596 Unrecognized net gain from past experience different from that assumed and effects of changes in assumptions		 (2,475)	 (2,062) Unamortized prior service cost		 104	 226 Balance of initial unrecognized net liability		 (72)	 (94) Accrued pension cost included in other liabilities		 $ 215	 $ 666 Below are actuarial assumptions used in accounting for the plan: [CAPTION] 	 1997	1996	1995 (dollars in thousands) Weighted-average discount rate	 6.5%	7.0%	6.5% Rate of increase in future compensation levels	 5.0	 5.0	 6.0 Expected long-term rate of return on plan assets	8.0	 8.0	 8.0 S&T also has a supplemental retirement plan (SERP) for certain key employees. The SERP is unfunded. The balance of actuarial present value of projected benefit obligations related to the SERP are $2,110,000 and $1,332,000 at December 31, 1997 and 1996, respectively. Accrued pension cost related to the SERP was $1,779,000 and $1,320,000 at December 31, 1997 and 1996, respectively. Net periodic pension cost related to the SERP was $499,000, $238,000 and $201,000 at December 31, 1997, 1996 and 1995, respectively. The actuarial assumptions are the same as those used in the previous table. The Bank maintains a Thrift Plan (Plan) in which substantially all employees are eligible to participate. The Bank makes matching contributions to the Plan up to 3% of participants' eligible compensation and may make additional contributions as limited by the Plan. Contributions to the Plan are cash or unallocated Employee Stock Option Plan (ESOP) shares. Expense related to these contributions amounted to $990,000, $950,000 and $856,000 in 1997, 1996 and 1995, respectively. On December 30, 1988, S&T sold 280,000 shares of common stock, which were held in treasury, to its newly created ESOP for $2,800,000. The funds were obtained by the ESOP through a loan from a bank. S&T has guaranteed the loan, which has a maximum term of ten years and bears interest at 80% of the lender's prime rate. The loan terms require quarterly interest and annual principal payments. The balance of this loan was $130,000 and $230,000 on December 31, 1997 and 1996, respectively, and was included in other borrowed funds with an offsetting reduction in shareholders' equity shown as deferred compensation in the accompanying consolidated balance sheets. At December 31, 1997, the ESOP held 13,000 shares of S&T common stock that were unearned or unallocated, with a fair market value of $562,000. These unearned shares are released upon reduction of the ESOP debt and must be fully allocated by December 31, 1998. 47 The ESOP covers substantially all regular full-time employees. S&T is obligated to make annual contributions sufficient to enable the ESOP to repay the loan, including interest. Interest expense totaled $17,000 in 1997, $19,000 in 1996 and $30,000 in 1995. Dividends received by the ESOP from S&T for unallocated shares amounted to $24,000 in 1997, $24,000 in 1996 and $33,000 in 1995, which were used for debt service. Dividends on allocated shares are paid to the participants' accounts in the Plan. Deferred compensation arising from the guarantee of the ESOP borrowing will be charged to operations as contributions are made to the ESOP. Since the ESOP was established prior to the issuance of SOP 93-6, "Employers' Accounting for Employee Stock Ownership Plans," ESOP compensation expense is currently based upon the cost of unearned shares as prescribed by SOP 76-3, "Accounting Practices for Certain Employee Stock Ownership Plans." The earnings per share effects of unearned ESOP shares are not material. The expense associated with the release of ESOP shares in 1997, 1996 and 1995 was $100,000, $110,000 and $90,000, respectively. No allocated ESOP shares are subject to repurchase obligations. Note P Incentive Stock Plan and Dividend Reinvestment Plan S&T adopted an Incentive Stock Plan in 1992 (Stock Plan) that provides for granting incentive stock options, nonstatutory stock options, and stock appreciation rights (SARs). On October 17, 1994, the Stock Plan was amended to include outside directors. The Stock Plan covers a maximum of 1,600,000 shares of S&T common stock and expires ten years from the date of board approval. S&T grants stock options at exercise prices not less than the greater of the fair market value of S&T common stock. SARs may be granted concurrently with the grant of nonstatutory stock options (Related SARs) or independently. SARs entitle the holder to receive either cash or shares of S&T common stock equal to the excess of the fair market value of the shares subject to the option over the fair market value of a share of common stock on the grant date. Stock options and SARs granted under the Stock Plan are not exercisable before the six-month vesting period from the date of grant. There were no SARs or Related SARs issued or outstanding at December 31, 1997 and 1996. The following table summarizes the changes in the incentive stock options outstanding during 1997, 1996 and 1995: [CAPTION] 	1997	 1996	 1995 		 Weighted	 	Weighted	 Weighted 		 Average		 Average	 Average 	 Number	 Option	 Number	 Option	 Number	Option 	 of shares	 price	of shares	 price	of shares	 price Outstanding at beginning of year 	 556,000	 $24.12 	411,500 $20.90 250,500 $17.27 Granted	 186,411	 40.75 	166,500 	 30.88 	165,000	 26.25 Exercised	 (13,000)	 21.32	 (22,000)	 15.10	 (4,000) 	13.63 Outstanding at end of year	 729,411	 $28.42	 556,000	 $24.12 411,500 $ 20.90 Exercisable at end of year	 543,000 $24.19 389,500 $21.23 246,500 $17.33 The grant price of all options is equal to the fair market value of S&T common stock at the grant date. 48 The following table summarizes the range of exercise prices at December 31: [CAPTION] 1997 1996 1995 Contractual Contractual Contractual Remaining Remaining Remaining Shares Excercise Life Shares Excercise Life Shares Excercise Life Outstanding Price (Years) Outstanding Price (Years) Outstanding Price (Year) 1992	 40,000 	$13.63 	 5 	 40,000	 $13.63 	 5 	 54,000 $13.63 5 1993	 62,000	 17.25 	 6	 64,000	 17.25 	 6 	 70,000 	 17.25 	 6 1994 113,500 	19.00 	 7 	 120,500 	 19.00 	 7 122,500 	 19.00 7 1995 162,000	 26.25 	 8 	 165,000 	26.25 	8 	 165,000	 26.25 	8 1996	 165,500	 30.88	 9 	 166,500 	 30.88 	9 	_ 	_ 	_ 1997	 186,411	 40.75	 10 	 _ 	 _ 	_ 	_ 	_ 	_ Total 729,411 	$28.42	 8.2 	 556,000 	$24.12	 7.6	 411,500 	$20.90 7.0 Options are granted in December and have a six- month vesting period and a ten-year contractual life. S&T accounts for stock options in accordance with APB 25. The following proforma information regarding net income and earnings per share assumes the adoption of Statement No. 123 for stock options granted subsequent to December 31, 1994. (Disclosure is not required for options granted prior to 1995). The estimated fair value of the options is amortized to expense over the option and vesting period. The fair value was estimated at the date of grant using a Black-Scholes option pricing model with the following weighted-average assumptions for 1997 and 1996, respectively: risk-free interest rates of 5.77% and 6.12%; a dividend yield of 3.0%; volatility factors of the expected market price of S&T's common stock of 0.182 and 0.161; a weighted-average expected life of five years. 	 1997	 1996	 1995 [CAPTION] (dollars in thousands except per share data) Proforma net income-Basic	 $32,845	 $27,741	 $24,807 Proforma earnings per share_Basic	 2.32	 1.97	 1.74 Proforma earnings per share_Diluted	 2.30	 1.95	 1.73 The Black-Scholes option valuation model was developed for use in estimating the fair value of traded options which have no vesting restrictions and are fully transferable. In addition, option valuation models require the input of highly subjective assumptions including the expected stock price volatility. Because S&T's employee stock options have characteristics significantly different from those of traded options, and because changes in the subjective input assumptions can materially affect the fair value estimate, in management's opinion, the existing models do not necessarily provide a reliable single measure of the fair value of its employee stock options. S&T also sponsors a dividend reinvestment plan (Dividend Plan) whereby shareholders may purchase shares of S&T common stock at market value with reinvested dividends and voluntary cash contributions. Chase Mellon Shareholder Services, the plan administrator and transfer agent, purchases the shares on the open market to fulfill the Plan's needs. 49 Note Q S&T Bancorp, Inc. (parent company only) Condensed Financial Information [CAPTION] Balance Sheets at December 31: 		1997	 1996 (dollars in thousands) Assets Cash		 $ 19	 $ 2,526 Investments in: Bank subsidiary		 169,281	 157,603 Nonbank subsidiaries		 95,198	 68,995 Total Assets		 $264,498 	$229,124 Liabilities Dividends payable		 $ 4,243 	 $ 2,769 Other borrowed funds		 130	 230 Other liabilities		 7 	 7 Total Liabilities		 4,380	 3,006 Total Shareholders' Equity		 260,118	 226,118 Total Liabilities and Shareholders' Equity		 $264,498	 $229,124 Statements of Income for the year ended December 31: 	1997	 1996	 1995 (dollars in thousands) Dividends from bank subsidiary 	 $15,689 	 $ 11,835 	 $ 9,204 Investment income	 60 	 64	 38 Income before equity in undistrib- uted net income of subsidiaries 	15,749 	11,899	 9,242 Equity in undistributed net income of: Bank subsidiary	 13,316	 11,949	 12,239 Nonbank subsidiaries	 4,349 	 4,393	 3,361 Net Income	 $33,414	 $ 28,241	 $ 24,842 50 Statements of Cash Flows for the year ended December 31: 	1997	 1996	 1995 (dollars in thousands) Operating Activities Net Income	 $33,414	 $28,241	 $24,842 Equity in undistributed net income of subsidiaries	 (19,640)	 (17,102)	 (15,602) Change in other assets/liabilities		 (408)	 (445) Total Provided by Operating Activities	 13,774 	 10,731	 8,795 Investing Activities Distributions (to) from bank subsidiaries	 (2,914)	 7,100 	 550 Total Used in Investing Activities 	 (2,914)	 7,100	 550 Financing Activities Dividends 	 (14,215) 	 (10,667)	 (8,757) Sale (acquisition) of treasury stock	 848 	 (4,911)	 (408) Total Used in Financing Activities	 (13,367)	 (15,578)	 (9,165) (Decrease) increase in Cash	 (2,507)	 2,253	 180 Cash at Beginning of Year	 2,526	 273	 93 Cash at End of Year	 $ 19 	$ 2,526 	$ 273 Note R Regulatory Matters S&T is subject to various regulatory capital requirements administered by the federal banking agencies. Failure to meet the minimum capital requirements can initiate certain mandatory and possibly additional discretionary actions by regulators that, if undertaken, could have a direct material effect on S&T's financial statements. Under capital guidelines and the regulatory framework for prompt corrective action, S&T must meet specific capital guidelines that involve quantitative measures of the S&T's assets, liabilities and certain off-balance-sheet items as calculated under regulatory accounting practices. S&T's capital amounts and classification are also subject to qualitative judgements by the regulators about components, risk weightings and other factors. Quantitative measures established by regulation to ensure capital adequacy require S&T to maintain minimum amounts and ratios of Tier I and Total capital to risk-weighted assets and of Tier I capital to average assets. As of December 31, 1997 and 1996, S&T meets all capital adequacy requirements to which it is subject. 51 To be classified as well capitalized, S&T must maintain	 minimum Tier I risk-based, Total risk-based and Tier I 	 leverage ratios as set forth in the table below: 					 To Be Well 			For Capital		 Capitalized Under 			Adequacy		 Prompt Corrective 	Actual		 Purposes		 Action Provisions 	 Amount	 Ratio	 Amount	 Ratio	 Amount	 Ratio (dollars in thousands) As of December 31, 1997: Total Capital	 $235,825	 18.22%	 $103,538 	8.00%	 $129,422	 10.00% (to Risk Weighted Assets) Tier I Capital	 219,594	 16.97 	 51,769 	4.00	 77,653 	6.00 (to Risk Weighted Assets) Tier I Capital 	 219,594 	11.70 	 75,094	 4.00	 93,867	 5.00 (to Average Assets) As of December 31, 1996: Total Capital 	 215,699 	18.01	 95,832	 8.00	 119,790	 10.00 (to Risk Weighted Assets) Tier I Capital	 200,921 	16.77 	 47,916 	4.00	 71,874	 6.00 (to Risk Weighted Assets) Tier I Capital	 200,921 	11.45	 70,216	 4.00 	 87,770 	5.00 (to Average Assets) The most recent notification from the Federal Deposit Insurance Corporation categorized S&T Bank as well capitalized under the regulatory framework for corrective action. At December 31, 1997, S&T Bank's Tier I and Total capital ratios were 13.12% and 14.37%, respectively, and Tier I capital to average assets was 9.24%. At December 31, 1996, S&T Bank's Tier I and Total capital ratios were 14.8% and 16.04%, respectively, and Tier I capital to average assets was 10.17%. 52 Shareholders and Board of Directors S&T Bancorp, Inc. We have audited the accompanying consolidated balance sheets of S&T Bancorp, Inc. and subsidiaries (S&T) as of December 31, 1997 and 1996, and the related consolidated statements of income, changes in shareholders' equity, and cash flows for each of the three years in the period ended December 31, 1997. These financial statements are the responsibility of S&T's management. Our responsibility is to express an opinion on these financial statements based on our audits. We did not audit the 1996 and 1995 financial statements of Peoples Bank of Unity which statements reflect total assets constituting 16.0% of the related consolidated totals as of December 31, 1996, and net interest income constituting 18.4% of the related consolidated totals for each of the years ended December 31, 1996 and 1995. Those statements were audited by other auditors whose reports thereon have been furnished to us, and our opinion, insofar as it relates to data included for Peoples Bank of Unity, is based solely on the reports of other auditors. We conducted our audits in accordance with generally accepted auditing standards. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion. In our opinion, based on our audits and the reports of other auditors, the financial statements referred to above present fairly, in all material respects, the consolidated financial position of S&T Bancorp, Inc. and subsidiaries at December 31, 1997 and 1996 and the consolidated results of their operations and their cash flows for each of three years in the period ended December 31, 1997, in conformity with generally accepted accounting principles. /s/Ernst & Young LLP Pittsburgh, Pennsylvania January 16, 1998 53 Stock Prices and Dividend Information Selected Financial Information S&T Bancorp, Inc. and Subsidiaries Stock Prices and Dividend Information S&T Bancorp, Inc.'s common stock is listed on the Nasdaq National Market System (Nasdaq). The range of sales prices for the years 1997 and 1996 are as follows and are based upon information obtained from Nasdaq. As of the close of business January 19, 1998, there were 3,004 shareholders of record of S&T Bancorp, Inc. Dividends paid by S&T are provided from the Bank's dividends to S&T. In addition, the payment of dividends by the Bank to S&T is subject to the restrictions described in Note K to the Consolidated Financial Statements. The cash dividends declared shown below represent the historical per share amounts for S&T Bancorp, Inc.'s common stock. 	Price Range of Common Stock	 1997		 Low	 High 		Cash Dividends Declared Fourth Quarter	 $38.50	 $44.50 	 $0.30 Third Quarter	 33.25 	 38.75			 0.28 Second Quarter	 29.50	 36.88 			 0.28 First Quarter	 29.75	 36.75			 0.25 1996 Fourth Quarter	 $30.00	 $31.75 			 $0.25 Third Quarter	 29.75 	 31.50			 0.24 Second Quarter	 29.50 	 31.00			 0.24 First Quarter	 28.00	 30.75 			0.21 Selected Financial Data Year Ended December 31:		 1997	 1996	 1995	 1994	 1993 (dollars in thousands, except per share data) Income Statement Interest income	 $141,101	 $132,442	 $127,020	 $112,559	$107,147 Interest expense	 62,284	 58,589	 57,677	 46,643 	 44,444 Provisions for loan losses	 5,000	 5,175	 4,220 	 3,600	 3,665 Net interest income after provision for loan losses	 73,817	 68,678	 65,123 	 62,316	 59,038 Noninterest income	 16,441	 11,997	 9,147	 7,611	 7,136 Noninterest expense	 43,198	 42,398	 40,276	 38,679	 37,129 Income before income taxes	 47,060	 38,277	 33,994	 31,248	 29,045 Applicable income taxes 	 13,646	 10,036	 9,152	 8,276	 7,631 Net income	 $ 33,414	$ 28,241	 $ 24,842	 $ 22,972	$ 21,414 Per share data Net income-Basic	 $ 2.36	$ 2.00	 $ 1.74	 $ 1.60	$ 1.50 Net income-Diluted	 2.34 	 1.99	 1.73	 1.59	 1.49 Dividends declared	 1.11	 0.94	 0.74	 0.61	 0.50 Book value	 18.39	 16.02	 14.99	 12.78	 11.07 54 Selected Financial Data Quarterly Selected Financial Data S&T Bancorp, Inc. and Subsidiaries Selected Financial Data Balance Sheet Totals (period end): [CAPTION] Year Ended December 31:		 1997 1996 	 1995 	 1994 1993 (dollars in thousands) Total assets	 $1,920,291	 $1,787,045	 $1,689,728	 $1,580,252	 $1,487,528 Securities	 568,220	 500,061	 492,236 	 466,875	 509,960 Net loans	 1,253,326	 1,181,407 	 1,086,317	 1,011,165	 876,961 Total deposits	 1,284,658 	 1,270,367 	 1,216,547 	 1,142,571	 1,151,926 Securities sold under repurchase agreements	 170,124	 114,205	 122,794	 169,871	 127,731 Other liabilities	 205,391 	 176,355 	 136,333	 84,974	 49,681 Total shareholders' equity 260,118	 226,118	 214,054	 182,836	 158,190 Quarterly Selected Financial Data [CAPTION] 	 1997	 1996 	Fourth	 Third	 Second	 First	 Fourth	 Third	 Second	 First 	 Quarter	 Quarter	 Quarter	 Quarter	 Quarter	 Quarter	 Quarter	 Quarter (dollars in thousands, except per share data) Summary of Operations Income Statement: Interest income	 $ 36,412	 $ 35,488	 $ 34,808	 $ 34,391	 $ 33,944	 $ 33,548	 $ 32,730	 $ 32,216 Interest expense	 16,465	 15,748	 15,034	 15,037	 15,025	 14,792	 14,384	 14,390 Provision for loan losses	 1,900	 750	 800	 1,550	 1,300	 1,225	 1,600	 1,050 Net interest income after provision for loan losses	 18,047	 18,990	 18,974	 17,804	 17,619	 17,531	 16,746	 16,776 Noninterest income	 4,725	 3,224 	4,473	 4,020	 3,000	 3,231	 2,881	 2,874 Noninterest expense	 10,605	 9,991	 11,655	 10,946 	 11,184	 10,929	 10,035	 10,234 Income before income taxes 	 12,167 	 12,223	 11,792	 10,878	 9,435	 9,833	 9,592	 9,416 Applicable income taxes	 3,456	 3,575	 3,478 	 3,137	 2,500	 2,586	 2,471	 2,479 Net income	 $ 8,711	 $ 8,648 	 $ 8,314 	$ 7,741 	$ 6,935	 $ 7,247 	$ 7,121 	$ 6,937 Per Share Data Net income_Basic	 $ 0.62	 $ 0.61	 $ 0.59	 $ 0.55	 $ 0.49 	 $ 0.51 	 $ 0.51 	 $ 0.49 Net income_Diluted	 0.61	 0.60 	 0.58	 0.54	 0.49	 0.51	 0.50	 0.48 Dividends declared	 0.30	 0.28	 0.28	 0.25 	 0.25	 0.24	 0.24	 0.21 Book value	 18.39	 17.69	 16.89	 16.19 	 16.02	 15.47	 14.95 	 14.88 Average Balance Sheet Totals Total assets 	$1,877,348	 $1,815,999	 $1,774,740	 $1,784,502	 $1,754,003	 $1,721,004	 $1,695,540	 $1,676,964 Securities 	 484,187	 436,882	 419,737	 449,542	 453,793	 471,898	 471,753	 456,922 Net loans	 1,241,063 	1,227,670	 1,200,365 	1,192,592	 1,160,182	 1,120,897 	 1,089,873 	 1,081,246 Total deposits	 1,286,784	 1,291,130	 1,254,535	 1,244,384	 1,250,372	 1,239,645	 1,223,706 	 1,202,593 Securities sold under repurchase agreements	136,540	 114,583	 127,487	 127,346	 134,260	 143,382	 136,539	 126,536 Other liabilities 	196,308	 162,738	 155,884 	179,736	 142,584	 122,253	 123,146 	 131,663 Total shareholders' equity	 257,715	 247,548	 236,834	 232,245	 226,497	 215,725	 212,147	 216,166 55