10-K 1 v459035_10k.htm 10-K

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# UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

# FORM 10-K

(MARK ONE)
þ |  | ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

FOR THE FISCAL YEAR ENDED DECEMBER 31, 2016

OR

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

FOR THE TRANSITION PERIOD FROM TO

COMMISSION FILE NUMBER 0-11204

# AMERISERV FINANCIAL, INC.

(Exact name of registrant as specified in its charter)

PENNSYLVANIA |  | 25-1424278
(State or other jurisdiction of incorporation or organization) |  | (I.R.S. Employer Identification No.)

MAIN & FRANKLIN STREETS, P.O. BOX 430, JOHNSTOWN, PENNSYLVANIA |  | 15907-0430
(Address of principal executive offices) |  | (Zip Code)

Registrant’s telephone number, including area code (814) 533-5300

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

Title Of Each Class |  | Name Of Each Exchange On Which Registered
Common Stock, Par Value $0.01 Per Share |  | The NASDAQ Stock Market LLC
8.45% Beneficial Unsecured Securities, Series A (AmeriServ Financial Capital Trust I) |  | The NASDAQ Stock Market LLC

Securities registered pursuant to Section 12(g) of the Act: None

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. o Yes þ No

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. o Yes þ No

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

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

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (229.405 of this chapter) is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. o

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

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

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

State the aggregate market value of the voting and non-voting common equity held by non-affiliates computed by reference to the price at which the common equity was last sold, or the average bid and asked prices of such common equity, as of the business day of the registrant’s most recently completed second fiscal quarter. The aggregate market value was $57,068,566 as of June 30, 2016.

Indicate the number of shares outstanding of each of the registrant’s classes of common stock, as of the latest practicable date. There were 18,903,472 shares outstanding as of January 31, 2017.

# DOCUMENTS INCORPORATED BY REFERENCE.

Portions of the proxy statement for the annual shareholders’ meeting are incorporated by reference in Parts II and III.

# FORM 10-K INDEX

|  | Page No.
PART I |  |  |  |
Item 1. Business |  |  | 2 |
Item 1A. Risk Factors |  |  | 12 |
Item 1B. Unresolved Staff Comments |  |  | 12 |
Item 2. Properties |  |  | 12 |
Item 3. Legal Proceedings |  |  | 12 |
Item 4. Mine Safety Disclosures |  |  | 12 |
PART II |  |  |  |
Item 5. Market for the Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities |  |  | 13 |
Item 6. Selected Consolidated Financial Data |  |  | 14 |
Item 7. Management’s Discussion and Analysis of Consolidated Financial Condition and Results of Operations |  |  | 15 |
Item 7A. Quantitative and Qualitative Disclosures about Market Risk |  |  | 36 |
Item 8. Financial Statements and Supplementary Data |  |  | 37 |
Item 9. Changes in and Disagreements With Accountants On Accounting and Financial Disclosure |  |  | 92 |
Item 9A. Controls and Procedures |  |  | 92 |
Item 9B. Other Information |  |  | 92 |
PART III |  |  |  |
Item 10. Directors, Executive Officers, and Corporate Governance |  |  | 93 |
Item 11. Executive Compensation |  |  | 93 |
Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters |  |  | 94 |
Item 13. Certain Relationships and Related Transactions, and Director Independence |  |  | 94 |
Item 14. Principal Accountant Fees and Services |  |  | 94 |
PART IV |  |  |  |
Item 15. Exhibits, Financial Statement Schedules |  |  | 95 |
Signatures |  |  | 97 |

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# PART I

##### ITEM 1. BUSINESS

##### GENERAL

AmeriServ Financial, Inc. (the Company) is a bank holding company organized under the Pennsylvania Business Corporation Law. The Company became a holding company upon acquiring all of the outstanding shares of AmeriServ Financial Bank (the Bank) in January 1983. The Company’s other wholly owned subsidiaries include AmeriServ Trust and Financial Services Company (the Trust Company), formed in October 1992, and AmeriServ Life Insurance Company (AmeriServ Life), formed in October 1987. When used in this report, the “Company” may refer to AmeriServ Financial, Inc. individually or AmeriServ Financial, Inc. and its direct and indirect subsidiaries.

The Company’s principal activities consist of owning and operating its three wholly owned subsidiary entities. At December 31, 2016, the Company had, on a consolidated basis, total assets, deposits, and shareholders’ equity of $1.154 billion, $968 million, and $95 million, respectively. The Company and its subsidiaries derive substantially all of their income from banking and bank-related services. The Company functions primarily as a coordinating and servicing unit for its subsidiary entities in general management, accounting and taxes, loan review, auditing, investment accounting, marketing and risk management.

As a bank holding company, the Company is subject to supervision and regular examination by the Federal Reserve Bank of Philadelphia and the Pennsylvania Department of Banking and Securities (the PDB). The Company is also under the jurisdiction of the Securities and Exchange Commission (the SEC) for matters relating to registered offerings and sales of its securities under the Securities Act of 1933, as amended, and the disclosure and regulatory requirements of the Securities Exchange Act of 1934, as amended. The Company’s common stock is listed on the NASDAQ Stock Market under the trading symbol “ASRV,” and the Company is subject to the NASDAQ rules applicable to listed companies.

##### AMERISERV FINANCIAL BANKING SUBSIDIARY

##### AMERISERV FINANCIAL BANK

The Bank is a state bank chartered under the Pennsylvania Banking Code of 1965, as amended (the Banking Code). Through 16 locations in Allegheny, Cambria, Centre, Somerset, and Westmoreland counties, Pennsylvania, the Bank conducts a general banking business. It is a full-service bank offering (i) retail banking services, such as demand, savings and time deposits, checking accounts, money market accounts, secured and unsecured consumer loans, mortgage loans, safe deposit boxes, holiday club accounts, money orders, and traveler’s checks; and (ii) lending, depository and related financial services to commercial, industrial, financial, and governmental customers, such as commercial real estate mortgage loans (CRE), short and medium-term loans, revolving credit arrangements, lines of credit, inventory and accounts receivable financing, real estate-construction loans, business savings accounts, certificates of deposit, wire transfers, night depository, and lock box services. The Bank also operates 18 automated bank teller machines (ATMs) through its 24-hour banking network that is linked with NYCE, a regional ATM network, and CIRRUS, a national ATM network. West Chester Capital Advisors (WCCA), a SEC registered investment advisor, is also a subsidiary of the Bank. The Company also operates loan production offices (LPOs) in Monroeville and Altoona in Pennsylvania, and in Hagerstown, Maryland.

We believe that the Bank’s deposit base is such that loss of one depositor or a related group of depositors would not have a materially adverse effect on its business. The Bank’s business is not seasonal, nor does it have any risks attendant to foreign sources. A significant majority of the Bank’s customer base is located within a 150 mile radius of Johnstown, Pennsylvania, the Bank’s headquarters.

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The Bank is subject to supervision and regular examination by the Federal Reserve Bank of Philadelphia and the PDB. Various federal and state laws and regulations govern many aspects of its banking operations. The following is a summary of key data (dollars in thousands) and ratios of the Bank at December 31, 2016:

Headquarters |  | Johnstown, PA
Total Assets |  | $ | 1,134,827 |
Total Investment Securities |  |  | 149,178 |
Total Loans and Loans Held for Sale (net of unearned income) |  |  | 886,858 |
Total Deposits |  |  | 967,986 |
Total Net Income |  |  | 3,379 |
Asset Leverage Ratio |  |  | 8.61 | %
Return on Average Assets |  |  | 0.30 |
Return on Average Equity |  |  | 3.32 |
Total Full-time Equivalent Employees |  |  | 235 |

##### RISK MANAGEMENT OVERVIEW:

Risk identification and management are essential elements for the successful management of the Company. In the normal course of business, the Company is subject to various types of risk, which includes credit, interest rate and market, liquidity, operational, legal/compliance, strategic/reputational and security risk. The Company controls and monitors these risks with policies, procedures, and various levels of oversight from the Company’s Board of Directors (the Board) and management. The Company has both a Management Enterprise Risk Committee and a Board Enterprise Risk Committee to help manage and monitor the Company’s risk position.

Interest rate risk is the sensitivity of net interest income and the market value of financial instruments to the magnitude, direction, and frequency of changes in interest rates. Interest rate risk results from various repricing frequencies and the maturity structure of assets and liabilities. The Company uses its asset liability management policy to control and manage interest rate risk.

Liquidity risk represents the inability to generate cash or otherwise obtain funds at reasonable rates to satisfy commitments to borrowers, as well as the obligations to depositors, debtholders and the funding of operating costs. The Company uses its asset liability management policy and contingency funding plan to control and manage liquidity risk.

Credit risk represents the possibility that a customer may not perform in accordance with contractual terms resulting in an economic loss to the organization. Credit risk results from extending credit to customers, purchasing securities, and entering into certain off-balance sheet loan funding commitments. The Company’s primary credit risk occurs in the loan portfolio. The Company uses its credit policy and disciplined approach to evaluating the adequacy of the allowance for loan losses (the ALL) to control and manage credit risk. The Company’s investment policy and hedging policy limit the amount of credit risk that may be assumed in the investment portfolio and through hedging activities. The following summarizes and describes the Company’s various loan categories and the underwriting standards applied to each:

##### Commercial Loans

This category includes credit extensions to commercial and industrial borrowers. Business assets, including accounts receivable, inventory and/or equipment, typically secure these credits. In appropriate instances, extensions of credit in this category are subject to collateral advance formulas. Balance sheet strength and profitability are considered when analyzing these credits, with special attention given to historical, current and prospective sources of cash flow, and the ability of the customer to sustain cash flow at acceptable levels. The Bank’s policy permits flexibility in determining acceptable debt service coverage ratios. Personal guarantees are frequently required; however, as the financial strength of the borrower increases, the Bank’s ability to obtain personal guarantees decreases. In addition to economic risk, this category is impacted by the strength of the borrower’s management, industry risk and portfolio concentration risk each of which are also monitored and considered during the underwriting process.

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##### Commercial Loans Secured by Real Estate

This category includes various types of loans, including acquisition and construction of investment property, owner-occupied property and operating property. Maximum term, minimum cash flow coverage, leasing requirements, maximum amortization and maximum loan to value ratios are controlled by the Bank’s credit policy and follow industry guidelines and norms, and regulatory limitations. Personal guarantees are normally required during the construction phase on construction credits and are frequently obtained on mid to smaller CRE loans. In addition to economic risk, this category is subject to geographic and portfolio concentration risk, each of which are monitored and considered in underwriting.

##### Residential Real Estate — Mortgages

This category includes mortgages that are secured by residential property. Underwriting of loans within this category is pursuant to Freddie Mac/Fannie Mae underwriting guidelines, with the exception of Community Reinvestment Act (CRA) loans, which have more liberal standards. The major risk in this category is that a significant downward economic trend would increase unemployment and cause payment default. The Bank does not engage and has never engaged, in subprime residential mortgage lending.

##### Consumer Loans

This category includes consumer installment loans and revolving credit plans. Underwriting is pursuant to industry norms and guidelines. The major risk in this category is a significant economic downturn.

##### INVESTMENTS

The investment securities portfolio of the Company and its subsidiaries is managed primarily to provide ample liquidity to fund, for example, loan growth and secondarily for earnings in a manner that is consistent with proper bank asset/liability management and current banking practices. The objectives of portfolio management include consideration of proper liquidity levels, interest rate and market valuation sensitivity, and profitability. The investment portfolio of the Company and its subsidiaries are proactively managed in accordance with federal and state laws and regulations and in accordance with generally accepted accounting principles (GAAP).

The investment portfolio is primarily made up of AAA rated agency mortgage-backed securities and short maturity agency securities. Beginning in 2012, the Company began to add high quality corporate securities and select taxable municipal securities to the portfolio. Management strives to maintain a relatively short duration in the portfolio. All holdings must meet standards documented in its investment policy.

Investment securities classified as held to maturity are carried at amortized cost while investment securities classified as available for sale are reported at fair market value. The following table sets forth the cost basis and fair value of the Company’s investment portfolio as of the periods indicated:

Investment securities available for sale at:

|  | AT DECEMBER 31,
|  | 2016 |  | 2015 |  | 2014
|  | (IN THOUSANDS)
U.S. Agency |  | $ | 400 |  |  | $ | 2,900 |  |  | $ | 5,931 |
Taxable municipal |  |  | 3,793 |  |  |  | — |  |  |  | — |
Corporate bonds |  |  | 34,403 |  |  |  | 18,541 |  |  |  | 15,497 |
U.S. Agency mortgage-backed securities |  |  | 88,738 |  |  |  | 96,801 |  |  |  | 102,888 |
Total cost basis of investment securities available for sale |  | $ | 127,334 |  |  | $ | 118,242 |  |  | $ | 124,316 |
Total fair value of investment securities available for sale |  | $ | 127,077 |  |  | $ | 119,467 |  |  | $ | 127,110 |

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Investment securities held to maturity at:

|  | AT DECEMBER 31,
|  | 2016 |  | 2015 |  | 2014
|  | (IN THOUSANDS)
Taxable municipal |  | $ | 13,441 |  |  | $ | 5,592 |  |  | $ | 3,364 |
U.S. Agency mortgage-backed securities |  |  | 11,177 |  |  |  | 10,827 |  |  |  | 12,481 |
Corporate bonds and other securities |  |  | 6,047 |  |  |  | 5,000 |  |  |  | 3,995 |
Total cost basis of investment securities held to maturity |  | $ | 30,665 |  |  | $ | 21,419 |  |  | $ | 19,840 |
Total fair value of investment securities held to maturity |  | $ | 30,420 |  |  | $ | 21,533 |  |  | $ | 20,213 |

##### DEPOSITS AND OTHER SOURCES OF FUNDS

##### Deposits

The Bank has a stable core deposit base made up of traditional commercial bank products that exhibits little fluctuation, other than jumbo certificates of deposits (CDs), which demonstrate some seasonality. The Company also utilizes certain Trust Company specialty deposits related to the ERECT Fund as a funding source which serve as an alternative to wholesale borrowings and can exhibit some limited degree of volatility.

The following table sets forth the average balance of the Company’s deposits and average rates paid thereon for the past three calendar years:

|  | AT DECEMBER 31,
|  | 2016 |  | 2015 |  | 2014
|  | (IN THOUSANDS, EXCEPT PERCENTAGES)
Demand: |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
Non-interest bearing |  | $ | 182,732 |  |  |  | —% |  |  | $ | 171,175 |  |  |  | — | % |  | $ | 155,365 |  |  |  | — | %
Interest bearing |  |  | 108,350 |  |  |  | 0.29 |  |  |  | 97,201 |  |  |  | 0.21 |  |  |  | 97,641 |  |  |  | 0.20 |
Savings |  |  | 95,986 |  |  |  | 0.17 |  |  |  | 94,425 |  |  |  | 0.17 |  |  |  | 89,554 |  |  |  | 0.16 |
Money market |  |  | 277,967 |  |  |  | 0.43 |  |  |  | 242,298 |  |  |  | 0.34 |  |  |  | 228,150 |  |  |  | 0.33 |
Other time |  |  | 290,612 |  |  |  | 1.28 |  |  |  | 287,783 |  |  |  | 1.24 |  |  |  | 300,915 |  |  |  | 1.26 |
Total deposits |  | $ | 955,647 |  |  |  | 0.70 | % |  | $ | 892,882 |  |  |  | 0.66 | % |  | $ | 871,625 |  |  |  | 0.68 | %

##### Loans

The loan portfolio of the Company consisted of the following:

|  | AT DECEMBER 31,
|  | 2016 |  | 2015 |  | 2014 |  | 2013 |  | 2012
|  | (IN THOUSANDS)
Commercial |  | $ | 171,563 |  |  | $ | 181,115 |  |  | $ | 139,158 |  |  | $ | 120,120 |  |  | $ | 102,864 |
Commercial loans secured by real estate(1) |  |  | 447,040 |  |  |  | 422,145 |  |  |  | 410,851 |  |  |  | 412,254 |  |  |  | 383,934 |
Real estate-mortgage(1) |  |  | 245,765 |  |  |  | 257,937 |  |  |  | 258,616 |  |  |  | 235,689 |  |  |  | 217,584 |
Consumer |  |  | 19,872 |  |  |  | 20,344 |  |  |  | 19,009 |  |  |  | 15,864 |  |  |  | 17,420 |
Total loans |  |  | 884,240 |  |  |  | 881,541 |  |  |  | 827,634 |  |  |  | 783,927 |  |  |  | 721,802 |
Less: Unearned income |  |  | 476 |  |  |  | 557 |  |  |  | 554 |  |  |  | 581 |  |  |  | 637 |
Total loans, net of unearned income |  | $ | 883,764 |  |  | $ | 880,984 |  |  | $ | 827,080 |  |  | $ | 783,346 |  |  | $ | 721,165 |

| (1) | For each of the periods presented beginning with December 31, 2016, real estate-construction loans constituted 4.7%, 3.0%, 3.5%, 3.0% and 2.0% of the Company’s total loans, net of unearned income, respectively.

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##### Secondary Market Activities

The residential lending department of the Bank continues to originate one-to-four family mortgage loans for customers, the majority of which are sold to outside investors in the secondary market and some of which are retained for the Bank’s portfolio. Mortgages sold on the secondary market are sold to investors on a “flow” basis; mortgages are priced and delivered on a “best efforts” pricing basis, with servicing released to the investor. Fannie Mae/Freddie Mac guidelines are used in underwriting all mortgages with the exception of a limited amount of CRA loans. Mortgages with longer terms, such as 20-year, 30-year, FHA, and VA loans, are usually sold. The remaining production of the department includes construction, adjustable rate mortgages, quality non-salable loans, and bi-weekly mortgages. These loans are usually kept in the Bank’s portfolio. New portfolio production is predominately adjustable rate mortgages.

##### Non-performing Assets

The following table presents information concerning non-performing assets:

|  | AT DECEMBER 31,
|  | 2016 |  | 2015 |  | 2014 |  | 2013 |  | 2012
|  | (IN THOUSANDS, EXCEPT PERCENTAGES)
Non-accrual loans: |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
Commercial |  | $ | 496 |  |  | $ | 4,260 |  |  | $ | — |  |  | $ | — |  |  | $ | — |
Commercial loans secured by real estate |  |  | 178 |  |  |  | 18 |  |  |  | 778 |  |  |  | 1,632 |  |  |  | 4,623 |
Real estate-mortgage |  |  | 929 |  |  |  | 1,788 |  |  |  | 1,417 |  |  |  | 1,239 |  |  |  | 1,191 |
Total |  |  | 1,603 |  |  |  | 6,066 |  |  |  | 2,195 |  |  |  | 2,871 |  |  |  | 5,814 |
Other real estate owned: |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
Commercial loans secured by real estate |  |  | — |  |  |  | — |  |  |  | 384 |  |  |  | 344 |  |  |  | 1,101 |
Real estate-mortgage |  |  | 21 |  |  |  | 75 |  |  |  | 128 |  |  |  | 673 |  |  |  | 127 |
Total |  |  | 21 |  |  |  | 75 |  |  |  | 512 |  |  |  | 1,017 |  |  |  | 1,228 |
Total restructured loans not in non-accrual (TDR) |  |  | — |  |  |  | 156 |  |  |  | 210 |  |  |  | 221 |  |  |  | 182 |
Total non-performing assets including TDR |  | $ | 1,624 |  |  | $ | 6,297 |  |  | $ | 2,917 |  |  | $ | 4,109 |  |  | $ | 7,224 |
Total non-performing assets as a percent of loans, net of unearned income, and other real estate owned |  |  | 0.18 | % |  |  | 0.71 | % |  |  | 0.35 | % |  |  | 0.52 | % |  |  | 1.00 | %

The Company is unaware of any additional loans which are required to either be charged-off or added to the non-performing asset totals disclosed above. Other real estate owned (OREO) is measured at fair value based on appraisals, less cost to sell at the date of foreclosure. The Company had no loans past due 90 days or more, still accruing, for the periods presented.

The following table sets forth, for the periods indicated, (1) the gross interest income that would have been recorded if non-accrual loans had been current in accordance with their original terms and had been outstanding throughout the period or since origination if held for part of the period, (2) the amount of interest income actually recorded on such loans, and (3) the net reduction in interest income attributable to such loans.

|  | YEAR ENDED DECEMBER 31,
|  | 2016 |  | 2015 |  | 2014 |  | 2013 |  | 2012
|  | (IN THOUSANDS)
Interest income due in accordance with original terms |  | $ | 118 |  |  | $ | 94 |  |  | $ | 136 |  |  | $ | 178 |  |  | $ | 231 |
Interest income recorded |  |  | — |  |  |  | — |  |  |  | — |  |  |  | — |  |  |  | — |
Net reduction in interest income |  | $ | 118 |  |  | $ | 94 |  |  | $ | 136 |  |  | $ | 178 |  |  | $ | 231 |

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##### AMERISERV FINANCIAL NON-BANKING SUBSIDIARIES

##### AMERISERV TRUST AND FINANCIAL SERVICES COMPANY

AmeriServ Trust and Financial Services Company is a trust company organized under Pennsylvania law in October 1992. Its staff of approximately 46 professionals administers assets valued at approximately $2.0 billion that are not recognized on the Company’s balance sheet at December 31, 2016. The Trust Company focuses on wealth management. Wealth management includes personal trust products and services such as personal portfolio investment management, estate planning and administration, custodial services and pre-need trusts. Also, institutional trust products and services such as 401(k) plans, defined benefit and defined contribution employee benefit plans, and individual retirement accounts are included in this segment. This segment also includes financial services, which include the sale of mutual funds, annuities, and insurance products. The wealth management business also includes the union collective investment funds, namely the ERECT and BUILD funds which are designed to use union pension dollars in construction projects that utilize union labor. The BUILD fund continues in the process of liquidation. At December 31, 2016, the Trust Company had total assets of $4.8 million and total stockholder’s equity of $4.8 million. In 2016, the Trust Company contributed earnings to the Company as its gross revenue amounted to $8.0 million and the net income contribution was $905,000. The Trust Company is subject to regulation and supervision by the Federal Reserve Bank of Philadelphia and the PDB.

##### AMERISERV LIFE

AmeriServ Life is a captive insurance company organized under the laws of the State of Arizona. AmeriServ Life engages in underwriting as reinsurer of credit life and disability insurance within the Company’s market area. Operations of AmeriServ Life are conducted in each office of the Company’s banking subsidiary. AmeriServ Life is subject to supervision and regulation by the Arizona Department of Insurance, the Pennsylvania Insurance Department, and the Board of Governors of the Federal Reserve System (the Federal Reserve). At December 31, 2016, AmeriServ Life had total assets of $384,000.

##### MONETARY POLICIES

Commercial banks are affected by policies of various regulatory authorities including the Federal Reserve. An important function of the Federal Reserve is to regulate the national supply of bank credit. Among the instruments of monetary policy used by the Federal Reserve are: open market operations in U.S. Government securities, changes in the federal funds rate and discount rate on member bank borrowings, and changes in reserve requirements on bank deposits. These means are used in varying combinations to influence overall growth of bank loans, investments, and deposits, and may also affect interest rate charges on loans or interest paid for deposits. The monetary policies of the Federal Reserve have had, and will continue to have, a significant effect on the operating results of commercial banks in the past and are expected to continue to do so in the future.

##### COMPETITION

Our subsidiaries face strong competition from other commercial banks, savings banks, credit unions, savings and loan associations, and other financial or investment service institutions for business in the communities they serve. Several of these institutions are affiliated with major banking and financial institutions which are substantially larger and have greater financial resources than the Bank and the Trust Company. As the financial services industry continues to consolidate, the scope of potential competition affecting our subsidiaries will also increase. Brokerage houses, consumer finance companies, insurance companies, and pension trusts are important competitors for various types of financial services. In addition, personal and corporate trust investment counseling services are offered by insurance companies, other firms, and individuals.

##### MARKET AREA & ECONOMY

Johnstown, Pennsylvania, where the Company is headquartered, continues to have a cost of living that is lower than the national average. Johnstown is home to The University of Pittsburgh at Johnstown, Pennsylvania Highlands Community College and Conemaugh Health System. The high-tech defense industry is now the main non-health care staple of the Johnstown economy, with the region fulfilling many Federal government contracts, punctuated by one of the premier defense trade shows in the U.S., the annual Showcase

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For Commerce. The city also hosts annual events such as the Flood City Music Festival and the Thunder in the Valley Motorcycle Rally, which draw several thousand visitors. The Johnstown, PA MSA unemployment rate increased from a 6.5% average in 2015 to a 6.8% average in 2016. The Johnstown, PA MSA continues to have the highest jobless rate among the 18 metropolitan statistical areas across the state. This coupled with a declining population trend creates a challenge moving forward.

Economic conditions are stronger in the State College market and have demonstrated the same improvement experienced in the national economy. The community is a college town, dominated economically and demographically by the presence of the University Park campus of the Pennsylvania State University. “Happy Valley” is another often-used term to refer to the State College area, including the borough and the townships of College, Harris, Patton, and Ferguson. The unemployment rate for State College MSA increased from a 3.8% average in 2015 to a 4.1% average in 2016 and remains the one of the lowest of all regions in the Commonwealth. A large percentage of the population in State College falls into the 18 to 34 year old age group, while potential customers in the Cambria/Somerset markets tend to be over 50 years of age.

The Company also has loan production offices in Monroeville in Allegheny County, Altoona in Blair County, Pennsylvania, and Hagerstown in Washington County, Maryland. Monroeville in Allegheny County, Pennsylvania is located 15 miles east of the city of Pittsburgh. While the city is historically known for its steel industry, today its economy is largely based on healthcare, education, technology and financial services. The city of Pittsburgh is home to many colleges, universities and research facilities, the most well-known of which are Carnegie Mellon University, Duquesne University and the University of Pittsburgh. Pittsburgh is rich in art and culture. Pittsburgh museums and cultural sites include the Andy Warhol Museum, the Carnegie Museum of Art, the Frick Art & Historical Center, and Pittsburgh Center for the Arts among numerous others. Pittsburgh is also the home of the Pirates, Steelers and Penguins. The unemployment rate for Pittsburgh MSA increased from a 5.2% average in 2015 to a 5.7% average in 2016.

Altoona is the business center of Blair County, Pennsylvania with a strong retail, government and manufacturing base. The top field of employment in Altoona and the metro area is healthcare. Its location along I-99 draws from a large trade area over a wide geographic area that extends to State College and Johnstown. It serves as the headquarters for Sheetz Corporation, which ranks on Forbes list of the top privately owned companies. In addition to being located adjacent to I-99 and a major highway system, Altoona also has easy access to rail and air transportation. The unemployment rate in the Altoona MSA increased from a 5.1% average in 2015 to a 5.3% average in 2016.

Hagerstown in Washington County, Maryland offers a rare combination of business advantages providing a major crossroads location that is convenient to the entire East Coast at the intersection of I-81 and I-70. It has a workforce of over 400,000 with strengths in manufacturing and technology. It also offers an affordable cost of doing business and living within an hour of the Washington, D.C./Baltimore regions. There are also plenty of facilities and land slated for industrial/commercial development. Hagerstown has become a choice location for manufacturers, financial services, and distribution companies. The Hagerstown, MD-Martinsburg, WV MSA unemployment rate improved from a 5.5% average in 2015 to a 4.6% average in 2016.

##### EMPLOYEES

The Company employed 326 people as of December 31, 2016 in full- and part-time positions. Approximately 159 non-supervisory employees of the Company are represented by the United Steelworkers, AFL-CIO-CLC, Local Union 2635-06. The Company is under a four year labor contract with the United Steelworkers Local that will expire on October 15, 2017. The contract calls for annual wage increases of 3.0%. Additionally, effective January 1, 2014, the Company implemented a soft freeze of its defined benefit pension plan for union employees. A soft freeze means that all existing union employees as of December 31, 2013 currently participating will remain in the defined benefit pension plan but any new union employees hired after January 1, 2014 will no longer be part of the defined benefit plan but instead will be offered retirement benefits under an enhanced 401(k) program. The Company has not experienced a work stoppage since 1979. The Company is one of an estimated ten union-represented banks nationwide.

8

##### INDUSTRY REGULATION

The banking and trust industry, and the operation of bank holding companies, is highly regulated by federal and state law, and by numerous regulations adopted by the federal banking agencies and state banking agencies. Bank regulation affects all aspects of conducting business as a bank, including such major items as minimum capital requirements, limits on types and amounts of investments, loans and other assets, as well as borrowings and other liabilities, and numerous restrictions or requirements on the loan terms and other products made available to customers, particularly consumers. Federal deposit insurance from the Federal Deposit Insurance Corporation (the FDIC) is required for all banks in the United States, and maintaining FDIC insurance requires observation of the various rules of the FDIC, as well as payment of deposit premiums. New branches, or acquisitions or mergers, are required to be pre-approved by the responsible agency, which in the case of the Company and the Bank is the Federal Reserve and the PDB. The Bank provides detailed financial information to its regulators, including a quarterly call report that is filed pursuant to detailed prescribed instructions to ensure that all U.S. banks report the same way. The U.S. banking laws and regulations are frequently updated and amended, especially in response to crises in the financial industry, such as the global financial crisis of 2008, which resulted in the Dodd-Frank Wall Street Reform and Consumer Protection Act enacted in 2010 (the Dodd-Frank Act), a statute affecting many facets of the financial industry.

While it is impractical to discuss all laws and regulations that regularly affect the business of the Company and its subsidiaries, set forth below is an overview of some of the major provisions and statutes that apply.

##### CAPITAL REQUIREMENTS

One of the most significant regulatory requirements for banking institutions is minimal capital, imposed as a ratio of capital to assets. The Federal Deposit Insurance Act, as amended (the FDIA), identifies five capital categories for insured depository institutions: well capitalized, adequately capitalized, undercapitalized, significantly undercapitalized and critically undercapitalized. It requires U.S. federal bank regulatory agencies to implement systems for “prompt corrective action” for insured depository institutions that do not meet minimum capital requirements based on these categories. The FDICIA imposes progressively more restrictive constraints on operations, management and capital distributions, depending on the category in which an institution is classified. Unless a bank is well capitalized, it is subject to restrictions on its ability to utilize brokered deposits and on other aspects of its operations. Generally, a bank is prohibited from paying any dividend or making any capital distribution or paying any management fee to its holding company if the bank would thereafter be undercapitalized.

As of December 31, 2016, the Company believes that its bank subsidiary was well capitalized, based on the prompt corrective action guidelines described above. As discussed below, however, the capital requirements for all banks are being increased under the Dodd-Frank Act. Specifically, on July 2, 2013, the Federal Reserve approved final rules that substantially amend the regulatory risk-based capital rules applicable to the Company and the Bank. The final rules implement the “Basel III” regulatory capital reforms, as well as certain changes required by the Dodd-Frank Act. The July 2013 final rules generally implement higher minimum capital requirements, add a new common equity tier 1 capital requirement, and establish criteria that instruments must meet to be considered common equity tier 1 capital, additional tier 1 capital or tier 2 capital. The new capital to risk-adjusted assets requirements (which includes the impact of the capital conservation buffer effective January 1, 2016) are as follows:

|  | Minimum Capital |  |
|  | Effective January 1, |  | Well Capitalized
|  | 2015 |  | 2016
Common equity tier 1 capital ratio |  |  | 4.5 | % |  |  | 5.125 | % |  |  | 6.5 | %
Tier 1 capital ratio |  |  | 6.0 | % |  |  | 6.625 | % |  |  | 8.0 | %
Total capital ratio |  |  | 8.0 | % |  |  | 8.625 | % |  |  | 10.0 | %

Under the new rules, in order to avoid limitations on capital distributions (including dividend payments and certain discretionary bonus payments to executive officers), a banking organization must hold a capital conservation buffer comprised of common equity tier 1 capital above its minimum risk-based capital

9

requirements in an amount greater than 2.5% of total risk-weighted assets. The capital conservation buffer, which is composed of common equity tier 1 capital, began on January 1, 2016 at the 0.625% level and will be phased in over a three year period (increasing by that amount on each January 1, until it reaches 2.5% on January 1, 2019). Implementation of the deductions and other adjustments to common equity tier 1 capital began on January 1, 2015 and will be phased-in over a three-year period (beginning at 40% on January 1, 2015, 60% on January 1, 2016 and an additional 20% per year thereafter). The Company is continuing to review the impact of these new rules and currently expects that its capital position will be more than adequate to meet the revised regulatory capital requirements.

##### DIVIDEND RESTRICTIONS

The primary source of cash to pay dividends, if any, to the Company’s shareholders and to meet the Company’s obligations is dividends paid to the Company by the Bank and the Trust Company. Dividend payments by the Bank to the Company are subject to the laws of the Commonwealth of Pennsylvania, the Banking Code, the FDIA and the regulation of the PDB and of the Federal Reserve. Under the Banking Act and the FDIA, a bank may not pay any dividends if, after paying such dividends, it would be undercapitalized under applicable capital requirements. In addition to these explicit limitations, the federal regulatory agencies are authorized to prohibit a banking subsidiary or bank holding company from engaging in unsafe or unsound banking practices. Depending upon the circumstances, the agencies could take the position that paying a dividend would constitute an unsafe or unsound banking practice.

It is the policy of the Federal Reserve that bank holding companies should pay cash dividends on common stock only out of income available from the immediately preceding year and only if prospective earnings retention is consistent with the organization’s expected future needs and financial condition. The policy provides that bank holding companies should not maintain a level of cash dividend that undermines the bank holding company’s ability to serve as a source of strength to its banking subsidiary. A bank holding company may not pay dividends when it is insolvent.

The Company resumed paying quarterly cash dividends to common shareholders in 2013. For more information regarding quarterly cash dividends, see Part II, Item 5. Market for the Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities below.

##### SARBANES-OXLEY ACT OF 2002

The Sarbanes-Oxley Act of 2002 is not a banking law, but contains important requirements for public companies in the area of financial disclosure and corporate governance. In accordance with Section 302(a) of the Sarbanes-Oxley Act, written certifications by the Company’s principal executive officer and principal financial officer are required. These certifications attest, among other things, that the Company’s quarterly and annual reports filed with the SEC do not contain any untrue statement of a material fact. In response to the Sarbanes-Oxley Act of 2002, the Company adopted a series of procedures to further strengthen its corporate governance practices. The Company also requires signed certifications from managers who are responsible for internal controls throughout the Company as to the integrity of the information they prepare. These procedures supplement the Company’s Code of Conduct Policy and other procedures that were previously in place. In 2005, the Company implemented and has since maintained a program designed to comply with Section 404 of the Sarbanes-Oxley Act. This program included the identification of key processes and accounts, documentation of the design of control effectiveness over process and entity level controls, and testing of the effectiveness of key controls.

##### PRIVACY PROVISIONS

Federal banking regulators adopted rules that limit the ability of banks and other financial institutions to disclose non-public information about customers to non-affiliated third parties. These limitations require disclosure of privacy policies to consumers and, in some circumstances, allow consumers to prevent disclosure of certain personal information to non-affiliated third parties. The privacy provisions affect how consumer information is transmitted through diversified financial companies and conveyed to outside vendors. The Company believes it is in compliance with the various provisions.

10

##### USA PATRIOT ACT

A major focus of governmental policy on financial institutions in recent years has been aimed at combating money laundering and terrorist financing. The USA Patriot Act substantially broadened the scope of United States anti-money laundering laws and regulations by imposing significant new compliance and due diligence obligations, creating new crimes and penalties and expanding the extra-territorial jurisdiction of the United States. The United States Treasury Department has issued and, in some cases, proposed a number of regulations that apply various requirements of the USA Patriot Act to financial institutions. These regulations impose obligations on financial institutions to maintain appropriate policies, procedures and controls to detect, prevent and report money laundering and terrorist financing and to verify the identity of their customers. Failure of a financial institution to maintain and implement adequate programs to combat money laundering and terrorist financing, or to comply with all of the relevant laws or regulations, could have serious legal and reputational consequences for the Company.

##### DODD-FRANK WALL STREET REFORM AND CONSUMER PROTECTION ACT

On July 21, 2010, the President signed into law the Dodd-Frank Act. This law significantly changed the previous bank regulatory structure and affects the lending, deposit, investment, trading and operating activities of financial institutions and their holding companies.

A provision of the Dodd-Frank Act eliminates the federal prohibitions on paying interest on demand deposits, thus allowing businesses to have interest bearing checking accounts. The Dodd-Frank Act also broadened the base for FDIC insurance assessments. Assessments will now be based on the average consolidated total assets less tangible equity capital of a financial institution. The Dodd-Frank Act also permanently increased the maximum amount of deposit insurance for banks, savings institutions and credit unions to $250,000 per depositor.

Bank and thrift holding companies with assets of less than $15 billion as of December 31, 2009, such as the Company, are permitted to include trust preferred securities that were issued before May 19, 2010, such as the Company’s 8.45% Trust Preferred Securities, as Tier 1 capital; however, trust preferred securities issued by a bank or thrift holding company (other than those with assets of less than $500 million) after May 19, 2010, will no longer count as Tier 1 capital. Such trust preferred securities still will be entitled to be treated as Tier 2 capital.

The Dodd-Frank Act created the Consumer Financial Protection Bureau (the CFPB), a new independent regulatory agency with broad powers to supervise and enforce consumer protection laws. The CFPB has broad rule-making authority for a wide range of consumer protection laws that apply to all banks and savings institutions, including the authority to prohibit “unfair, deceptive or abusive” acts and practices. The CFPB has examination and enforcement authority over all banks and savings institutions with more than $10 billion in assets. Banks and savings institutions with $10 billion or less in assets such as the Company will continue to be examined for compliance with the consumer laws by their primary bank regulators. The Dodd-Frank Act also weakens the federal preemption rules that have been applicable for national banks and federal savings associations and gives state attorney generals the ability to enforce federal consumer protection laws.

##### AVAILABLE INFORMATION

We file annual, quarterly and current reports, proxy statements and other information with the SEC. These filings are available to the public on the Internet at the SEC’s website at http://www.sec.gov. You may also read and copy any document we file with the SEC at the SEC’s public reference room, located at 100 F Street, N.E., Room 1580, Washington, D.C. 20549. Please call the SEC at 1-800-SEC-0330 for further information on the public reference room.

Our Internet address is http://www.ameriserv.com. We make available free of charge on http://www. ameriserv.com our annual, quarterly and current reports, and amendments to those reports, as soon as reasonably practical after we electronically file such material with, or furnish it to, the SEC.

11

##### ITEM 1A. RISK FACTORS

Not applicable.

##### ITEM 1B. UNRESOLVED STAFF COMMENTS

The Company has no unresolved staff comments from the SEC for the reporting periods presented.

##### ITEM 2. PROPERTIES

The principal offices of the Company and the Bank occupy the five-story AmeriServ Financial building at the corner of Main and Franklin Streets in Johnstown plus twelve floors of the building adjacent thereto. The Company occupies the main office and its subsidiary entities have 13 other locations which are owned. Seven additional locations are leased with terms expiring from January 1, 2017 to July 31, 2030.

##### ITEM 3. LEGAL PROCEEDINGS

The Company is subject to a number of asserted and unasserted potential legal claims encountered in the normal course of business. In the opinion of both management and legal counsel, there is no present basis to conclude that the resolution of these claims will have a material adverse effect on the Company’s consolidated financial position, results of operations or cash flows.

##### ITEM 4. MINE SAFETY DISCLOSURE

Not applicable.

12

# PART II

##### ITEM 5. MARKET FOR THE REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES

COMMON STOCK

As of January 31, 2017, the Company had 3,327 shareholders of record for its common stock. The Company’s common stock is traded on the NASDAQ Global Market System under the symbol “ASRV.” The following table sets forth the actual high and low closing prices and the cash dividends declared per share for the periods indicated:

|  | PRICES |  | CASH DIVIDENDS DECLARED
|  | HIGH |  | LOW
Year ended December 31, 2016: |  |  |  |  |  |  |  |  |  |  |  |
First Quarter |  | $ | 3.36 |  |  | $ | 2.96 |  |  | $ | 0.01 |
Second Quarter |  |  | 3.27 |  |  |  | 2.95 |  |  |  | 0.01 |
Third Quarter |  |  | 3.34 |  |  |  | 3.02 |  |  |  | 0.015 |
Fourth Quarter |  |  | 3.80 |  |  |  | 3.15 |  |  |  | 0.015 |
Year ended December 31, 2015 |  |  |  |  |  |  |  |  |  |  |  |
First Quarter |  | $ | 3.13 |  |  | $ | 2.88 |  |  | $ | 0.01 |
Second Quarter |  |  | 3.44 |  |  |  | 3.00 |  |  |  | 0.01 |
Third Quarter |  |  | 3.41 |  |  |  | 3.20 |  |  |  | 0.01 |
Fourth Quarter |  |  | 3.39 |  |  |  | 3.16 |  |  |  | 0.01 |

The declaration of cash dividends on the Company’s common stock is at the discretion of the Board, and any decision to declare a dividend is based on a number of factors, including, but not limited to, earnings, prospects, financial condition, regulatory capital levels, applicable covenants under any credit agreements and other contractual restrictions, Pennsylvania law, federal and Pennsylvania bank regulatory law, and other factors deemed relevant. Additionally, the Company’s announced a new common stock repurchase program which calls for the buyback of up to 5%, or approximately 945,000 shares, of its common stock during the next 18 months.

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##### ITEM 6. SELECTED CONSOLIDATED FINANCIAL DATA

SELECTED FIVE-YEAR CONSOLIDATED FINANCIAL DATA

|  | AT OR FOR THE YEAR ENDED DECEMBER 31,
|  | 2016 |  | 2015 |  | 2014 |  | 2013 |  | 2012
|  | (DOLLARS IN THOUSANDS, EXCEPT PER SHARE DATA AND RATIOS)
SUMMARY OF INCOME STATEMENT DATA: |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
Total interest income |  | $ | 41,869 |  |  | $ | 41,881 |  |  | $ | 40,441 |  |  | $ | 39,343 |  |  | $ | 39,917 |
Total interest expense |  |  | 7,735 |  |  |  | 6,520 |  |  |  | 6,397 |  |  |  | 6,482 |  |  |  | 7,714 |
Net interest income |  |  | 34,134 |  |  |  | 35,361 |  |  |  | 34,044 |  |  |  | 32,861 |  |  |  | 32,203 |
Provision (credit) for loan losses |  |  | 3,950 |  |  |  | 1,250 |  |  |  | 375 |  |  |  | (1,100 | ) |  |  | (775 | )
Net interest income after provision (credit) for loan losses |  |  | 30,184 |  |  |  | 34,111 |  |  |  | 33,669 |  |  |  | 33,961 |  |  |  | 32,978 |
Total non-interest income |  |  | 14,638 |  |  |  | 15,267 |  |  |  | 14,323 |  |  |  | 15,744 |  |  |  | 14,943 |
Total non-interest expense |  |  | 41,615 |  |  |  | 41,038 |  |  |  | 43,371 |  |  |  | 42,223 |  |  |  | 40,641 |
Income before income taxes |  |  | 3,207 |  |  |  | 8,340 |  |  |  | 4,621 |  |  |  | 7,482 |  |  |  | 7,280 |
Provision for income taxes |  |  | 897 |  |  |  | 2,343 |  |  |  | 1,598 |  |  |  | 2,289 |  |  |  | 2,241 |
Net income |  | $ | 2,310 |  |  | $ | 5,997 |  |  | $ | 3,023 |  |  | $ | 5,193 |  |  | $ | 5,039 |
Net income available to common shareholders |  | $ | 2,295 |  |  | $ | 5,787 |  |  | $ | 2,813 |  |  | $ | 4,984 |  |  | $ | 4,211 |
PER COMMON SHARE DATA: |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
Basic earnings per share |  | $ | 0.12 |  |  | $ | 0.31 |  |  | $ | 0.15 |  |  | $ | 0.26 |  |  | $ | 0.21 |
Diluted earnings per share |  |  | 0.12 |  |  |  | 0.31 |  |  |  | 0.15 |  |  |  | 0.26 |  |  |  | 0.21 |
Cash dividends declared |  |  | 0.05 |  |  |  | 0.04 |  |  |  | 0.04 |  |  |  | 0.03 |  |  |  | 0.00 |
Book value at period end |  |  | 5.05 |  |  |  | 5.19 |  |  |  | 4.97 |  |  |  | 4.91 |  |  |  | 4.67 |
BALANCE SHEET AND OTHER DATA: |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
Total assets |  | $ | 1,153,780 |  |  | $ | 1,148,497 |  |  | $ | 1,089,263 |  |  | $ | 1,056,036 |  |  | $ | 1,000,991 |
Loans and loans held for sale, net of unearned income |  |  | 886,858 |  |  |  | 883,987 |  |  |  | 832,131 |  |  |  | 786,748 |  |  |  | 731,741 |
Allowance for loan losses |  |  | 9,932 |  |  |  | 9,921 |  |  |  | 9,623 |  |  |  | 10,104 |  |  |  | 12,571 |
Investment securities available for sale |  |  | 127,077 |  |  |  | 119,467 |  |  |  | 127,110 |  |  |  | 141,978 |  |  |  | 151,538 |
Investment securities held to maturity |  |  | 30,665 |  |  |  | 21,419 |  |  |  | 19,840 |  |  |  | 18,187 |  |  |  | 13,723 |
Deposits |  |  | 967,786 |  |  |  | 903,294 |  |  |  | 869,881 |  |  |  | 854,522 |  |  |  | 835,734 |
Total borrowed funds |  |  | 78,645 |  |  |  | 117,058 |  |  |  | 93,965 |  |  |  | 79,640 |  |  |  | 41,745 |
Stockholders’ equity |  |  | 95,395 |  |  |  | 118,973 |  |  |  | 114,407 |  |  |  | 113,307 |  |  |  | 110,468 |
Full-time equivalent employees |  |  | 305 |  |  |  | 318 |  |  |  | 314 |  |  |  | 352 |  |  |  | 350 |
SELECTED FINANCIAL RATIOS: |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
Return on average assets |  |  | 0.20 | % |  |  | 0.54 | % |  |  | 0.29 | % |  |  | 0.51 | % |  |  | 0.51 | %
Return on average total equity |  |  | 2.30 |  |  |  | 5.10 |  |  |  | 2.61 |  |  |  | 4.69 |  |  |  | 4.51 |
Loans and loans held for sale, net of unearned income, as a percent of deposits, at period end |  |  | 91.64 |  |  |  | 97.86 |  |  |  | 95.66 |  |  |  | 92.07 |  |  |  | 87.56 |
Ratio of average total equity to average assets |  |  | 8.79 |  |  |  | 10.65 |  |  |  | 10.92 |  |  |  | 10.86 |  |  |  | 11.36 |
Common stock cash dividends as a percent of net income available to common shareholders |  |  | 41.18 |  |  |  | 13.03 |  |  |  | 26.73 |  |  |  | 11.36 |  |  |  | — |
Interest rate spread |  |  | 3.08 |  |  |  | 3.33 |  |  |  | 3.36 |  |  |  | 3.39 |  |  |  | 3.43 |
Net interest margin |  |  | 3.26 |  |  |  | 3.49 |  |  |  | 3.52 |  |  |  | 3.56 |  |  |  | 3.65 |
Allowance for loan losses as a percentage of loans, net of unearned income, at period end |  |  | 1.12 |  |  |  | 1.13 |  |  |  | 1.16 |  |  |  | 1.29 |  |  |  | 1.74 |
Non-performing assets as a percentage of loans and other real estate owned, at period end |  |  | 0.18 |  |  |  | 0.71 |  |  |  | 0.35 |  |  |  | 0.52 |  |  |  | 1.00 |
Net charge-offs as a percentage of average loans |  |  | 0.44 |  |  |  | 0.11 |  |  |  | 0.11 |  |  |  | 0.18 |  |  |  | 0.19 |
Ratio of earnings to fixed charges and preferred dividends:(1) |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
Excluding interest on deposits |  |  | 2.26X |  |  |  | 4.68X |  |  |  | 3.30X |  |  |  | 5.13X |  |  |  | 3.80X |
Including interest on deposits |  |  | 1.40 |  |  |  | 2.19 |  |  |  | 1.67 |  |  |  | 2.07 |  |  |  | 1.80 |
Cumulative one year interest rate sensitivity gap ratio, at period end |  |  | 1.44 |  |  |  | 1.23 |  |  |  | 1.13 |  |  |  | 1.09 |  |  |  | 1.30 |

| (1) | The ratio of earnings to fixed charges and preferred dividends is computed by dividing the sum of income before taxes, fixed charges, and preferred dividends by the sum of fixed charges and preferred dividends. Fixed charges represent interest expense and are shown as both excluding and including interest on deposits.

14

##### ITEM 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF CONSOLIDATED FINANCIAL CONDITION AND RESULTS OF OPERATIONS (MD&A)

The following discussion and analysis of financial condition and results of operations of the Company should be read in conjunction with the consolidated financial statements of the Company including the related notes thereto, included elsewhere herein.

##### RESULTS OF OPERATIONS FOR THE YEARS ENDED DECEMBER 31, 2016, 2015, AND 2014

## 2016 SUMMARY OVERVIEW:

AmeriServ closed 2016 with its third consecutive profitable quarter while it continued to recover from the net loss of the first quarter. The Company reported net income for the fourth quarter of $1,150,000 or $0.06 earnings per share. When consolidated with the previous quarters of 2016, net income for the year was $2,310,000 or $0.12 per share. The fourth quarter was $85,000 above the third quarter of 2016, but $224,000 below the fourth quarter of 2015. These results reflect the continuing impact of the net loss recorded in the first quarter. We continue to take full responsibility for putting the expenses related to the Trust Company trading error, and our only loan to the energy industry, behind us immediately. AmeriServ’s quick return to profitability tells us that these were self-contained events and therefore do not indicate any continuing risk to the Company.

We believe the marketplace agrees, net loans have begun to increase again and deposits closed the quarter at an all-time high and very near the $1 billion mark. However, even more encouraging was that the total revenue of the Trust Company was at an all-time high in the fourth quarter of 2016. It is also important to note that as 2016 ended, the level of non-performing assets was at the lowest level ever reported. We believe that our present balance sheet is well positioned for the higher level of interest rates which have developed since the November election. It is a fact that it was necessary to take corrective actions and such actions take time and money. Therefore, the fourth quarter level of operating expenses were $339,000 higher than the same period in 2015. As those expenses disappear, our focus on increasing revenues should show a very positive trend line.

Looking to that speedy return to profitability, AmeriServ requested and received from the regulators their non-objection to implement a common stock repurchase program. This program could reduce the outstanding shares by almost one million, thus increasing the value of any continuing shares. This action following so soon after the cash dividend increase, announced in August, indicates our commitment to improving the return to our shareholders.

You may also recall that the Pennsylvania State Education Association has named AmeriServ as its preferred residential mortgage and consumer lender. Their 190,000 members can accomplish an entire residential mortgage transaction through a dedicated and centralized application center at AmeriServ. Since this program is functioning so well with Pennsylvania’s schoolteachers, we are approaching other similar associations in the Keystone State. This effort combines our new proven procedures with our traditional personal service.

As you know this management team began its tour of duty in March of 2015. In the fourth quarter of 2016 they completed a three-year Strategic Plan to take AmeriServ to 2020. We believe that AmeriServ is an exceptionally clean franchise, a community bank with assets approaching one and one-quarter billion dollars, with a freestanding trust and wealth management subsidiary. The goal of this Board and this Management team is to build this franchise in both profitability and asset size. This new Strategic Plan is the road map that will be used in this effort. We intend to maintain our tradition of personal service while incorporating the best in new technology. The University Heights and State College locations are being updated for a better customer experience. These community bank offices will be equipped to accommodate the growing cohort of millennials, while maintaining the time-tested personal service our senior citizens expect and value. It is indeed an exciting time to be a community bank whose mission is to provide “Banking for Life”.

A comment about the national and regional scene is warranted. The contentious national election is now behind us, but the road ahead is unclear. The Federal Reserve policies in recent years have not created a positive economic environment for community banks. The interest rate policies have lessened the support costs of the enormous national debt, but have created tremendous burdens for pensions, for savers and for

15

community banks. It is good that the existing Federal Reserve policies are beginning to be discussed, but thus far, there has been little tangible action to alleviate these difficult conditions. We decided some time ago on our preferred course of action. It is simply to maintain a conservative balance sheet with strong capital and deep liquidity. Also, we will strive for better than industry measures in our loan and securities portfolios. We think these guidelines, and the counter cyclical nature of our Trust Company, adds up to a strong Company in a struggling economy. There will be no “bet the bank” strategies at AmeriServ and we will remain poised for signs of an upturn in 2017.

PERFORMANCE OVERVIEW... The following table summarizes some of the Company’s key profitability performance indicators for each of the past three years.

|  | YEAR ENDED DECEMBER 31,
|  | 2016 |  | 2015 |  | 2014
|  | (IN THOUSANDS, EXCEPT PER SHARE DATA AND RATIOS)
Net income |  | $ | 2,310 |  |  | $ | 5,997 |  |  | $ | 3,023 |
Net income available to common shareholders |  |  | 2,295 |  |  |  | 5,787 |  |  |  | 2,813 |
Diluted earnings per share |  |  | 0.12 |  |  |  | 0.31 |  |  |  | 0.15 |
Return on average assets |  |  | 0.20 | % |  |  | 0.54 | % |  |  | 0.29 | %
Return on average equity |  |  | 2.30 |  |  |  | 5.10 |  |  |  | 2.61 |

The Company reported net income available to common shareholders of $2.3 million, or $0.12 per diluted common share, for 2016. This represented a 61% decrease in earnings per share from 2015 where net income available to common shareholders totaled $5.8 million, or $0.31 per diluted share. This reduction reflects, 1.) a substantially higher than typical provision for loan losses and net loan charge offs that were recorded in the first quarter of 2016 to resolve the Company’s only meaningful direct loan exposure to the energy industry, 2.) a reduced level of net interest income that results from net interest margin compression, which is prevalent in the banking industry, as well as a lower level of loan prepayment fee income and additional interest expense related to the issuance of subordinated debt, and 3.) operating expenses increasing by $577,000, or 1.4% due to non-recurring costs for legal and accounting services that were necessary to address a trust operations trading error.

The Company reported net income available to common shareholders of $5.8 million, or $0.31 per diluted common share, for 2015. This represented a 107% increase in earnings per share from 2014 where net income available to common shareholders totalled $2.8 million, or $0.15 per diluted share. Factors causing this increase in earnings were solid loan and deposit growth in our community banking business which contributed to an increase of $1.3 million, or 3.9%, in net interest income while increasing revenue from our trust and wealth management business contributed to 6.6% growth in non-interest income in 2015. Additionally, operating expenses declined by $2.3 million, or 5.4%, as we improved the ongoing efficiency of the Company by successfully executing several profitability improvement initiatives.

The Company reported net income available to common shareholders of $2.8 million, or $0.15 per diluted common share, for 2014. This represented a 42.3% decrease in earnings per share from 2013 where net income available to common shareholders totalled $5.0 million, or $0.26 per diluted share. Factors contributing to this reduction in earnings were a $1.5 million unfavorable swing in the provision for loan losses, a $1.4 million reduction in non-interest revenue, and a $1.1 million increase in non-interest expense. The non-interest expense increase included a $669,000 goodwill impairment charge and a $376,000 fourth quarter pension charge related to 25 employees who elected to participate in an early retirement incentive program. These negative items were partially offset by a $1.2 million increase in net interest income due to continued growth of our loan portfolio while maintaining excellent asset quality.

16

NET INTEREST INCOME AND MARGIN... The Company’s net interest income represents the amount by which interest income on earning assets exceeds interest paid on interest bearing liabilities. Net interest income is a primary source of the Company’s earnings; it is affected by interest rate fluctuations as well as changes in the amount and mix of earning assets and interest bearing liabilities. The following table summarizes the Company’s net interest income performance for each of the past three years:

|  | YEAR ENDED DECEMBER 31,
|  | 2016 |  | 2015 |  | 2014
|  | (IN THOUSANDS, EXCEPT RATIOS)
Interest income |  | $ | 41,869 |  |  | $ | 41,881 |  |  | $ | 40,441 |
Interest expense |  |  | 7,735 |  |  |  | 6,520 |  |  |  | 6,397 |
Net interest income |  |  | 34,134 |  |  |  | 35,361 |  |  |  | 34,044 |
Net interest margin |  |  | 3.26 | % |  |  | 3.49 | % |  |  | 3.52 | %

2016 NET INTEREST PERFORMANCE OVERVIEW... The Company’s net interest income for the full year of 2016 decreased by $1,227,000, or 3.5%, when compared to the full year of 2015. The Company’s net interest margin of 3.26% for the full year of 2016 was 23 basis points lower than the net interest margin of 3.49% for the full year of 2015. The 2016 reduction in net interest income has been significantly impacted by the following three factors: 1.) net interest margin compression that results from the prolonged low interest rate environment that exists in the economy and is pressuring community bank net interest margins, 2.) additional interest expense that was associated with the Company’s late fourth quarter 2015 issuance of subordinated debt, and 3.) a significantly lower level of loan prepayment fee income, which decreased by approximately $300,000 for full year of 2016. These factors more than offset the Company’s continued growth in earning assets and control of its cost of funds through disciplined deposit pricing. Specifically, the earning asset growth occurred in the loan portfolio as total loans averaged $888 million for the full year of 2016, which is $31 million, or 3.6%, higher than the $857 million average for the full year of 2015. This loan growth reflects the successful results of the Company’s business development efforts, with an emphasis on generating commercial loans and owner occupied commercial real estate loans particularly through its loan production offices. However, loan interest income is $134,000, or 0.4%, lower for the full year of 2016 when compared to the full year of 2015 due primarily to the previously mentioned decline in loan prepayment fees between years. Interest income on short-term investments and investment securities grew by $122,000 or 3.1% for the full year as the Company benefited from a higher balance of investment securities in 2016. Overall, total interest income decreased by $12,000, or 0.03%, in 2016.

The Company experienced significant growth in deposits between years which is a reflection of the loyalty and stability of our core deposit base that provides a strong foundation upon which this growth builds. Management’s ability to acquire new core deposit funding from outside of our traditional market areas as well as our ongoing efforts to offer new loan customers deposit products were the primary reasons for this growth. Specifically, total deposits averaged $956 million for the full year of 2016 which is $63 million, or 7.0%, higher than the $893 million average for the full year of 2015. The Company is also pleased that a meaningful portion of this deposit growth occurred in non-interest bearing demand deposit accounts. Deposit interest expense for the full year of 2016 increased by $648,000, or 13.6%, due to the higher balance of deposits along with certain money market accounts repricing upward after Federal Reserve fed funds interest rate increases. As a result of this strong deposit growth, the Company’s loan to deposit ratio ended the year at 91.6% which indicates that the Company has ample room to further grow its loan portfolio in 2017.

Total interest expense increased for the full year of 2016 by $1,215,000, or 18.6%, as compared to 2015 due to higher levels of both borrowings and deposit interest expense. The Company experienced a $567,000 increase in the interest cost for borrowings in 2016, with $515,000 of this increase attributable to the Company’s subordinated debt issuance which occurred late in December of 2015. Specifically, the Company issued $7.65 million of subordinated debt which has a 6.50% fixed interest rate. The proceeds from the subordinated debt issuance, along with other cash on hand, was used to redeem all $21 million of our outstanding SBLF preferred stock on January 27, 2016. The remainder of the increase in borrowings interest expense was due to a greater utilization of FHLB term advances to extend borrowings for interest rate risk management purposes.

17

COMPONENT CHANGES IN NET INTEREST INCOME: 2016 VERSUS 2015... Regarding the separate components of net interest income, the Company’s total interest income in 2016 decreased by $12,000 when compared to 2015. This decrease was due to 1.) net interest margin compression that results from the prolonged low interest rate environment that exists in the economy and is pressuring community bank net interest margins, 2.) additional interest expense that was associated with the Company’s late fourth quarter 2015 issuance of subordinated debt, and 3.) a significantly lower level of loan prepayment fee income, which decreased by approximately $300,000 for full year of 2016. This is evidenced by a $36.9 million increase in average earning assets due to increases in both average loans and average securities, which was more than offset by a 15 basis point decline in the earning asset yield from 4.14% to 3.99%. Within the earning asset base, total loan interest income decreased by $134,000 as the yield on the total loan portfolio decreased by 17 basis points from 4.44% to 4.27%. The greater level of total average loans in 2016 was more than offset by the impact of new loans having yields that are below the rate on the maturing instruments that they are replacing. Also negatively impacting loan interest income in 2016 was the reduced level of loan prepayment fee income. Investment securities interest revenue increased by $47,000 in 2016 due to a $2.3 million increase in the average investment securities portfolio. However, the yield on total investment securities decreased by one basis points from 2.67% to 2.66% due to net interest margin compression as well as an increase in premium amortization on mortgage backed securities, which resulted from an increase in mortgage prepayment speeds in 2016.

The Company’s total interest expense for 2016 increased by $1.2 million, or 18.6%, when compared to 2015. Total interest bearing deposits increased by $51.2 million or 7.1% due to management’s ability to acquire new core deposit funding from outside our traditional market areas as well as our ongoing efforts to offer new loan customers deposit products. The growth is also a reflection of the loyalty and stability of our core deposit base. Total interest bearing deposit interest expense increased by $648,000 in 2016 due to the higher volume of interest bearing deposits and an increase of four basis points in the cost of interest bearing deposits to 0.70%. Management continues to carefully price interest rates paid on all deposit categories. The Company experienced a $567,000 increase in the interest cost for borrowings in 2016, with $515,000 of this increase attributable to the Company’s subordinated debt issuance which occurred late in December of 2015. The increase in borrowings interest expense is also reflective of a greater usage total average FHLB term advances. The Company has utilized term advances from the FHLB, with maturities ranging between three and five years, to help fund its earning asset growth and manage interest rate risk. The average balance of FHLB term advances has increased by $2.6 million while the average cost of these advances has increased by 11 basis point to 1.32%. Total FHLB borrowings, including overnight borrowed funds, averaged $57.8 million or 5.1% of total assets during 2016. Overall, total interest bearing funding costs increased by 10 basis points to 0.91%.

Overall, the Company expects that it will need to continue to grow the earning assets to achieve net interest income growth in 2017 as net interest margin compression is expected to slow or bottom. Solid commercial pipelines suggest that the Company should be able to grow the loan portfolio in 2017 although we expect the pricing pressures on new commercial loans to continue to be intense.

2015 NET INTEREST PERFORMANCE OVERVIEW... The Company’s net interest income increased by $1.3 million, or 3.9%, for the full year of 2015 when compared to the full year 2014 as net interest margin compression was more than fully mitigated by earning asset growth, a greater level of prepayment fees on early loan payoffs and an increased dividend from the FHLB of Pittsburgh. The Company’s net interest margin of 3.49% for the full year 2015 was three basis points lower than the net interest margin of 3.52% for the full year 2014. The earning asset growth occurred in the loan portfolio as total loans averaged $857 million for the full year of 2015 which is $52 million, or 6.5%, higher than the $805 million average for the full year of 2014. This loan growth reflects the successful results of the Company’s sales calling efforts, with an emphasis on generating commercial loans and owner occupied commercial real estate loans particularly through its loan production offices in the stronger growth markets of Pittsburgh and Altoona in Pennsylvania, Hagerstown, Maryland. Overall, total interest income increased by $1.4 million, or 3.6%, for the full year 2015.

18

Total interest expense was well controlled in 2015 as it increased by $123,000, or 1.9%, for the full year of 2015 due to tight control of our cost of funds through disciplined deposit pricing. Total deposit interest expense decreased by $137,000, or 2.8%, in 2015 when compared to 2014. Even with this reduction in deposit costs, the Company continues to have a strong loyal core deposit base and success in cross-selling new loan customers into deposit products. Specifically, total deposits averaged $893 million for full year of 2015 which is $21 million, or 2.4%, higher than the $872 million average in 2014. The Company is pleased that a meaningful portion of this deposit growth occurred in non-interest bearing demand deposit accounts. This decreased interest expense for deposits has been more than offset by a $260,000 increase in the interest cost for borrowings as the Company has utilized more FHLB term advances to extend borrowings and provide protection against rising interest rates.

COMPONENT CHANGES IN NET INTEREST INCOME: 2015 VERSUS 2014... Regarding the separate components of net interest income, the Company’s total interest income in 2015 increased by $1.4 million, or 3.6%, when compared to 2014. This increase was due to a $44.4 million increase in average earning assets due to an increase in average loans, partially offset by a four basis point decline in the earning asset yield from 4.18% to 4.14%. Within the earning asset base, the yield on the total loan portfolio decreased by eight basis points from 4.52% to 4.44% as a greater level of prepayment fees on early loan payoffs was more than offset by the impact from new loans having yields that are below the rate on the maturing instruments that they are replacing. However, the yield on total investment securities increased by seven basis points from 2.60% to 2.67% due to an increased dividend from the FHLB of Pittsburgh and a reduction in premium amortization on mortgage backed securities which resulted from a slowdown in mortgage prepayment speeds in 2015. Investment securities interest revenue declined by $223,000 in 2015 due to a $12 million decrease in the average investment securities portfolio as the Company has utilized cash flow from securities to help fund the previously mentioned loan growth.

The Company’s total interest expense for 2015 increased by $123,000, or 1.9%, when compared to 2014. This increase in interest expense was due to an increased level of average FHLB borrowed funds which more than offset a lower cost of funds as the cost of interest bearing liabilities declined by one basis point to 0.81%. Management’s strategy to carefully price interest rates paid on all deposit categories has not had a negative impact on deposit growth and reflects the loyalty of the bank’s core deposit base. The overall cost of interest bearing deposits decreased by two basis points to 0.66% in spite of a $5.4 million increase in the total average volume. The Company utilized term advances from the FHLB, with maturities ranging between three and five years, to help fund its earning asset growth and manage interest rate risk. The average balance of FHLB term advances increased by $13 million while the average cost of these advances increased by 20 basis points to 1.21%. Overall, total FHLB borrowings averaged $71 million or 6.4% of total assets during 2015.

19

The table that follows provides an analysis of net interest income on a tax-equivalent basis setting forth (i) average assets, liabilities, and stockholders’ equity, (ii) interest income earned on interest earning assets and interest expense paid on interest bearing liabilities, (iii) average yields earned on interest earning assets and average rates paid on interest bearing liabilities, (iv) interest rate spread (the difference between the average yield earned on interest earning assets and the average rate paid on interest bearing liabilities), and (v) net interest margin (net interest income as a percentage of average total interest earning assets). For purposes of these tables loan balances include non-accrual loans, and interest income on loans includes loan fees or amortization of such fees which have been deferred, as well as interest recorded on certain non-accrual loans as cash is received. Regulatory stock is included within available for sale investment securities for this analysis. Additionally, a tax rate of approximately 34% is used to compute tax-equivalent yields.

|  | YEAR ENDED DECEMBER 31,
|  | 2016 |  | 2015 |  | 2014
|  | AVERAGE BALANCE |  | INTEREST INCOME/ EXPENSE |  | YIELD/ RATE |  | AVERAGE BALANCE |  | INTEREST INCOME/ EXPENSE |  | YIELD/ RATE |  | AVERAGE BALANCE |  | INTEREST INCOME/ EXPENSE |  | YIELD/ RATE
|  | (IN THOUSANDS, EXCEPT PERCENTAGES)
Interest earning assets: |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
Loans, net of unearned income |  | $ | 887,679 |  |  | $ | 37,891 |  |  |  | 4.27 | % |  | $ | 857,015 |  |  | $ | 38,024 |  |  |  | 4.44 | % |  | $ | 804,721 |  |  | $ | 36,366 |  |  |  | 4.52 | %
Deposits with banks |  |  | 1,668 |  |  |  | 13 |  |  |  | 0.70 |  |  |  | 2,198 |  |  |  | 8 |  |  |  | 0.34 |  |  |  | 7,227 |  |  |  | 5 |  |  |  | 0.07 |
Short-term investment in money market funds |  |  | 15,156 |  |  |  | 84 |  |  |  | 0.56 |  |  |  | 10,700 |  |  |  | 14 |  |  |  | 0.14 |  |  |  | 1,243 |  |  |  | 7 |  |  |  | 0.49 |
Investment securities: |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
Available for sale |  |  | 121,630 |  |  |  | 3,132 |  |  |  | 2.58 |  |  |  | 124,383 |  |  |  | 3,250 |  |  |  | 2.61 |  |  |  | 137,839 |  |  |  | 3,528 |  |  |  | 2.56 |
Held to maturity |  |  | 25,649 |  |  |  | 779 |  |  |  | 3.04 |  |  |  | 20,576 |  |  |  | 614 |  |  |  | 2.98 |  |  |  | 19,399 |  |  |  | 559 |  |  |  | 2.88 |
Total investment securities |  |  | 147,279 |  |  |  | 3,911 |  |  |  | 2.66 |  |  |  | 144,959 |  |  |  | 3,864 |  |  |  | 2.67 |  |  |  | 157,238 |  |  |  | 4,087 |  |  |  | 2.60 |
TOTAL INTEREST EARNING ASSETS/INTEREST INCOME |  |  | 1,051,782 |  |  |  | 41,899 |  |  |  | 3.99 |  |  |  | 1,014,872 |  |  |  | 41,910 |  |  |  | 4.14 |  |  |  | 970,429 |  |  |  | 40,465 |  |  |  | 4.18 |
Non-interest earning assets: |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
Cash and due from banks |  |  | 20,626 |  |  |  |  |  |  |  |  |  |  |  | 17,312 |  |  |  |  |  |  |  |  |  |  |  | 16,919 |  |  |  |  |  |  |  |  |
Premises and equipment |  |  | 11,930 |  |  |  |  |  |  |  |  |  |  |  | 12,617 |  |  |  |  |  |  |  |  |  |  |  | 13,282 |  |  |  |  |  |  |  |  |
Other assets |  |  | 68,046 |  |  |  |  |  |  |  |  |  |  |  | 69,201 |  |  |  |  |  |  |  |  |  |  |  | 69,423 |  |  |  |  |  |  |  |  |
Allowance for loan losses |  |  | (9,790 | ) |  |  |  |  |  |  |  |  |  |  | (9,766 | ) |  |  |  |  |  |  |  |  |  |  | (9,951 | ) |  |  |  |  |  |  |  |
TOTAL ASSETS |  | $ | 1,142,594 |  |  |  |  |  |  |  |  |  |  | $ | 1,104,236 |  |  |  |  |  |  |  |  |  |  | $ | 1,060,102 |  |  |  |  |  |  |  |  |
Interest bearing liabilities: |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
Interest bearing deposits: |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
Interest bearing demand |  | $ | 108,350 |  |  | $ | 317 |  |  |  | 0.29 | % |  | $ | 97,201 |  |  | $ | 199 |  |  |  | 0.21 | % |  | $ | 97,641 |  |  | $ | 191 |  |  |  | 0.20 | %
Savings |  |  | 95,986 |  |  |  | 159 |  |  |  | 0.17 |  |  |  | 94,425 |  |  |  | 156 |  |  |  | 0.17 |  |  |  | 89,554 |  |  |  | 144 |  |  |  | 0.16 |
Money market |  |  | 277,967 |  |  |  | 1,198 |  |  |  | 0.43 |  |  |  | 242,298 |  |  |  | 817 |  |  |  | 0.34 |  |  |  | 228,150 |  |  |  | 761 |  |  |  | 0.33 |
Other time |  |  | 290,612 |  |  |  | 3,726 |  |  |  | 1.28 |  |  |  | 287,783 |  |  |  | 3,580 |  |  |  | 1.24 |  |  |  | 300,915 |  |  |  | 3,793 |  |  |  | 1.26 |
Total interest bearing deposits |  |  | 772,915 |  |  |  | 5,400 |  |  |  | 0.70 |  |  |  | 721,707 |  |  |  | 4,752 |  |  |  | 0.66 |  |  |  | 716,260 |  |  |  | 4,889 |  |  |  | 0.68 |
Federal funds purchased and other short-term borrowings |  |  | 9,030 |  |  |  | 52 |  |  |  | 0.57 |  |  |  | 24,582 |  |  |  | 86 |  |  |  | 0.35 |  |  |  | 18,783 |  |  |  | 55 |  |  |  | 0.29 |
Advances from Federal Home Loan Bank |  |  | 48,720 |  |  |  | 644 |  |  |  | 1.32 |  |  |  | 46,166 |  |  |  | 558 |  |  |  | 1.21 |  |  |  | 32,885 |  |  |  | 333 |  |  |  | 1.01 |
Guaranteed junior subordinated deferrable interest debentures |  |  | 13,085 |  |  |  | 1,120 |  |  |  | 8.57 |  |  |  | 13,085 |  |  |  | 1,120 |  |  |  | 8.57 |  |  |  | 13,085 |  |  |  | 1,120 |  |  |  | 8.57 |
Subordinated debt |  |  | 7,650 |  |  |  | 519 |  |  |  | 6.79 |  |  |  | 62 |  |  |  | 4 |  |  |  | 6.72 |  |  |  | — |  |  |  | — |  |  |  | — |
TOTAL INTEREST BEARING LIABILITIES/INTEREST EXPENSE |  |  | 851,400 |  |  |  | 7,735 |  |  |  | 0.91 |  |  |  | 805,602 |  |  |  | 6,520 |  |  |  | 0.81 |  |  |  | 781,013 |  |  |  | 6,397 |  |  |  | 0.82 |
Non-interest bearing liabilities: |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
Demand deposits |  |  | 182,732 |  |  |  |  |  |  |  |  |  |  |  | 171,175 |  |  |  |  |  |  |  |  |  |  |  | 155,365 |  |  |  |  |  |  |  |  |
Other liabilities |  |  | 8,074 |  |  |  |  |  |  |  |  |  |  |  | 9,871 |  |  |  |  |  |  |  |  |  |  |  | 7,969 |  |  |  |  |  |  |  |  |
Stockholders’ equity |  |  | 100,388 |  |  |  |  |  |  |  |  |  |  |  | 117,588 |  |  |  |  |  |  |  |  |  |  |  | 115,755 |  |  |  |  |  |  |  |  |
TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY |  | $ | 1,142,594 |  |  |  |  |  |  |  |  |  |  | $ | 1,104,236 |  |  |  |  |  |  |  |  |  |  | $ | 1,060,102 |  |  |  |  |  |  |  |  |
Interest rate spread |  |  |  |  |  |  |  |  |  |  | 3.08 |  |  |  |  |  |  |  |  |  |  |  | 3.33 |  |  |  |  |  |  |  |  |  |  |  | 3.36 |
Net interest income/net interest margin |  |  |  |  |  |  | 34,164 |  |  |  | 3.26 | % |  |  |  |  |  |  | 35,390 |  |  |  | 3.49 | % |  |  |  |  |  |  | 34,068 |  |  |  | 3.52 | %
Tax-equivalent adjustment |  |  |  |  |  |  | (30 | ) |  |  |  |  |  |  |  |  |  |  | (29 | ) |  |  |  |  |  |  |  |  |  |  | (24 | ) |  |  |  |
Net interest income |  |  |  |  |  | $ | 34,134 |  |  |  |  |  |  |  |  |  |  | $ | 35,361 |  |  |  |  |  |  |  |  |  |  | $ | 34,044 |  |  |  |  |

20

Net interest income may also be analyzed by segregating the volume and rate components of interest income and interest expense. The table below sets forth an analysis of volume and rate changes in net interest income on a tax-equivalent basis. For purposes of this table, changes in interest income and interest expense are allocated to volume and rate categories based upon the respective percentage changes in average balances and average rates. Changes in net interest income that could not be specifically identified as either a rate or volume change were allocated proportionately to changes in volume and changes in rate.

|  | 2016 vs. 2015 |  | 2015 vs. 2014
|  | INCREASE (DECREASE) DUE TO CHANGE IN: |  | INCREASE (DECREASE) DUE TO CHANGE IN:
|  | AVERAGE VOLUME |  | RATE |  | TOTAL |  | AVERAGE VOLUME |  | RATE |  | TOTAL
|  | (IN THOUSANDS)
INTEREST EARNED ON: |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
Loans, net of unearned income |  | $ | 247 |  |  | $ | (380) |  |  | $ | (133) |  |  | $ | 1,398 |  |  | $ | 260 |  |  | $ | 1,658 |
Deposits with banks |  |  | (1 | ) |  |  | 6 |  |  |  | 5 |  |  |  | 16 |  |  |  | (13 | ) |  |  | 3 |
Short-term investments in money market funds |  |  | 7 |  |  |  | 63 |  |  |  | 70 |  |  |  | 42 |  |  |  | (35 | ) |  |  | 7 |
Investment securities: |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
Available for sale |  |  | (78 | ) |  |  | (40 | ) |  |  | (118 | ) |  |  | (276 | ) |  |  | (2 | ) |  |  | (278 | )
Held to maturity |  |  | 153 |  |  |  | 12 |  |  |  | 165 |  |  |  | 53 |  |  |  | 2 |  |  |  | 55 |
Total investment securities |  |  | 75 |  |  |  | (28 | ) |  |  | 47 |  |  |  | (223 | ) |  |  | — |  |  |  | (223 | )
Total interest income |  |  | 328 |  |  |  | (339 | ) |  |  | (11 | ) |  |  | 1,233 |  |  |  | 212 |  |  |  | 1,445 |
INTEREST PAID ON: |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
Interest bearing demand deposits |  |  | 27 |  |  |  | 91 |  |  |  | 118 |  |  |  | 9 |  |  |  | (1 | ) |  |  | 8 |
Savings deposits |  |  | 3 |  |  |  | — |  |  |  | 3 |  |  |  | 17 |  |  |  | (5 | ) |  |  | 12 |
Money market |  |  | 136 |  |  |  | 245 |  |  |  | 381 |  |  |  | 70 |  |  |  | (14 | ) |  |  | 56 |
Other time deposits |  |  | 34 |  |  |  | 112 |  |  |  | 146 |  |  |  | (226 | ) |  |  | 13 |  |  |  | (213 | )
Federal funds purchased and other short-term borrowings |  |  | (64 | ) |  |  | 30 |  |  |  | (34 | ) |  |  | 28 |  |  |  | 3 |  |  |  | 31 |
Advances from Federal Home Loan Bank |  |  | 33 |  |  |  | 53 |  |  |  | 86 |  |  |  | 200 |  |  |  | 25 |  |  |  | 225 |
Subordinated debt |  |  | 515 |  |  |  | — |  |  |  | 515 |  |  |  | 4 |  |  |  | — |  |  |  | 4 |
Total interest expense |  |  | 684 |  |  |  | 531 |  |  |  | 1,215 |  |  |  | 102 |  |  |  | 21 |  |  |  | 123 |
Change in net interest income |  | $ | (356) |  |  | $ | (870) |  |  | $ | (1,226) |  |  | $ | 1,131 |  |  | $ | 191 |  |  | $ | 1,322 |

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LOAN QUALITY... The Company’s written lending policies require underwriting, loan documentation, and credit analysis standards to be met prior to funding any loan. After the loan has been approved and funded, continued periodic credit review is required. The Company’s policy is to individually review, as circumstances warrant, each of its commercial and commercial mortgage loans to determine if a loan is impaired. At a minimum, credit reviews are mandatory for all commercial and commercial mortgage loan relationships with aggregate balances in excess of $250,000 within a 12-month period. The Company has also identified three pools of small dollar value homogeneous loans which are evaluated collectively for impairment. These separate pools are for small business relationships with aggregate balances of $250,000 or less, residential mortgage loans and consumer loans. Individual loans within these pools are reviewed and removed from the pool if factors such as significant delinquency in payments of 90 days or more, bankruptcy, or other negative economic concerns indicate impairment. The following table sets forth information concerning the Company’s loan delinquency and other non-performing assets.

|  | AT DECEMBER 31,
|  | 2016 |  | 2015 |  | 2014
|  | (IN THOUSANDS, EXCEPT PERCENTAGES)
Total accruing loans past due 30 to 89 days |  | $ | 3,278 |  |  | $ | 4,396 |  |  | $ | 2,643 |
Total non-accrual loans |  |  | 1,603 |  |  |  | 6,066 |  |  |  | 2,195 |
Total non-performing assets including TDRs(1) |  |  | 1,624 |  |  |  | 6,297 |  |  |  | 2,917 |
Loan delinquency as a percentage of total loans, net of unearned income |  |  | 0.37 | % |  |  | 0.50 | % |  |  | 0.32 | %
Non-accrual loans as a percentage of total loans, net of unearned income |  |  | 0.18 |  |  |  | 0.69 |  |  |  | 0.27 |
Non-performing assets as a percentage of total loans, net of unearned income, and other real estate owned |  |  | 0.18 |  |  |  | 0.71 |  |  |  | 0.35 |
Non-performing assets as a percentage of total assets |  |  | 0.14 |  |  |  | 0.55 |  |  |  | 0.27 |
Total classified loans (loans rated substandard or doubtful) |  | $ | 6,039 |  |  | $ | 8,566 |  |  | $ | 11,229 |

| (1) | Non-performing assets are comprised of (i) loans that are on a non-accrual basis, (ii) loans that are contractually past due 90 days or more as to interest and principal payments, (iii) performing loans classified as troubled debt restructuring and (iv) other real estate owned.

The Company continues to maintain excellent asset quality. Non-performing assets declined by $4.7 million since the prior year-end with the early in the year resolution of the Company’s largest energy sector loan and now total $1.6 million, one of the lowest levels reported by the Company. The continued successful ongoing problem credit resolution efforts of the Company is demonstrated in the table above as levels of non-accrual loans, non-performing assets, classified loans and low loan delinquency levels are well below 1% of total loans. We continue to closely monitor the loan portfolio given the uneven recovery in the economy and the number of relatively large-sized commercial and CRE loans within the portfolio. As of December 31, 2016, the 25 largest credits represented 26.8% of total loans outstanding.

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ALLOWANCE AND PROVISION FOR LOAN LOSSES... As described in more detail in the Critical Accounting Policies and Estimates section of this MD&A, the Company uses a comprehensive methodology and procedural discipline to maintain an ALL to absorb inherent losses in the loan portfolio. The Company believes this is a critical accounting policy since it involves significant estimates and judgments. The following table sets forth changes in the ALL and certain ratios for the periods ended.

|  | YEAR ENDED DECEMBER 31,
|  | 2016 |  | 2015 |  | 2014 |  | 2013 |  | 2012
|  | (IN THOUSANDS, EXCEPT RATIOS AND PERCENTAGES)
Balance at beginning of year |  | $ | 9,921 |  |  | $ | 9,623 |  |  | $ | 10,104 |  |  | $ | 12,571 |  |  | $ | 14,623 |
Charge-offs: |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
Commercial |  |  | (3,648 | ) |  |  | (170 | ) |  |  | (172 | ) |  |  | (50 | ) |  |  | (345 | )
Commercial loans secured by real estate |  |  | (13 | ) |  |  | (250 | ) |  |  | (708 | ) |  |  | (1,777 | ) |  |  | (796 | )
Real estate-mortgage |  |  | (291 | ) |  |  | (753 | ) |  |  | (322 | ) |  |  | (139 | ) |  |  | (420 | )
Consumer |  |  | (344 | ) |  |  | (188 | ) |  |  | (121 | ) |  |  | (154 | ) |  |  | (200 | )
Total charge-offs |  |  | (4,296 | ) |  |  | (1,361 | ) |  |  | (1,323 | ) |  |  | (2,120 | ) |  |  | (1,761 | )
Recoveries: |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
Commercial |  |  | 140 |  |  |  | 101 |  |  |  | 141 |  |  |  | 80 |  |  |  | 138 |
Commercial loans secured by real estate |  |  | 40 |  |  |  | 111 |  |  |  | 231 |  |  |  | 481 |  |  |  | 245 |
Real estate-mortgage |  |  | 147 |  |  |  | 171 |  |  |  | 71 |  |  |  | 122 |  |  |  | 54 |
Consumer |  |  | 30 |  |  |  | 26 |  |  |  | 24 |  |  |  | 70 |  |  |  | 47 |
Total recoveries |  |  | 357 |  |  |  | 409 |  |  |  | 467 |  |  |  | 753 |  |  |  | 484 |
Net charge-offs |  |  | (3,939 | ) |  |  | (952 | ) |  |  | (856 | ) |  |  | (1,367 | ) |  |  | (1,277 | )
Provision (credit) for loan losses |  |  | 3,950 |  |  |  | 1,250 |  |  |  | 375 |  |  |  | (1,100 | ) |  |  | (775 | )
Balance at end of year |  | $ | 9,932 |  |  | $ | 9,921 |  |  | $ | 9,623 |  |  | $ | 10,104 |  |  | $ | 12,571 |
Loans and loans held for sale, net of unearned income: |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
Average for the year |  | $ | 887,679 |  |  | $ | 857,015 |  |  | $ | 804,721 |  |  | $ | 746,490 |  |  | $ | 688,736 |
At December 31 |  |  | 886,858 |  |  |  | 880,984 |  |  |  | 827,080 |  |  |  | 786,748 |  |  |  | 731,741 |
As a percent of average loans: |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
Net charge-offs |  |  | 0.44 | % |  |  | 0.11 | % |  |  | 0.11 | % |  |  | 0.18 | % |  |  | 0.19 | %
Provision (credit) for loan losses |  |  | 0.44 |  |  |  | 0.15 |  |  |  | 0.05 |  |  |  | (0.15 | ) |  |  | (0.11 | )
Allowance as a percent of each of the following: |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
Total loans, net of unearned income |  |  | 1.12 |  |  |  | 1.13 |  |  |  | 1.16 |  |  |  | 1.29 |  |  |  | 1.74 |
Total accruing delinquent loans (past due 30 to 89 days) |  |  | 302.99 |  |  |  | 225.68 |  |  |  | 364.09 |  |  |  | 309.56 |  |  |  | 363.74 |
Total non-accrual loans |  |  | 619.59 |  |  |  | 163.55 |  |  |  | 438.21 |  |  |  | 351.93 |  |  |  | 216.22 |
Total non-performing assets |  |  | 611.58 |  |  |  | 157.55 |  |  |  | 329.89 |  |  |  | 245.90 |  |  |  | 174.02 |
Allowance as a multiple of net charge-offs |  |  | 2.52x |  |  |  | 10.42x |  |  |  | 11.24x |  |  |  | 7.39x |  |  |  | 9.84x |

For 2016, the Company recorded a $3,950,000 provision for loan losses compared to a $1,250,000 provision for loan losses for the full year of 2015 or an increase of $2.7 million between years. A substantially higher than typical provision and net loan charge-offs were recorded in the first quarter of 2016 and were necessary to resolve the Company’s only meaningful direct loan exposure to the energy industry. These loans were related to a single borrower in the fracking industry who had filed for bankruptcy protection in the fourth quarter of 2015. The bankruptcy changed from Chapter 11 (reorganization) to Chapter 7 (liquidation),

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and the Company concluded that its previously established reserves on these non-accrual loans were not sufficient to cover the discounted collateral values that resulted from the liquidation process. As a result of this action, the Company also experienced heightened net loan charge-offs of $3.9 million, or 0.44%, of total loans in 2016, compared to net loan charge-offs of $952,000, or 0.11% of total loans, in 2015. Overall, the Company continued to maintain excellent asset quality. At December 31, 2016, non-performing assets totaled $1.6 million, or only 0.18% of total loans, which is down by $4.7 million from the prior year-end and is one of the lowest levels ever reported by the Company. In summary, the allowance for loan losses provided a strong 612% coverage of non-performing loans, and 1.12% of total loans, at December 31, 2016, compared to 158% coverage of non-performing loans, and 1.13% of total loans, at December 31, 2015. The Company presently expects that it will have a more typical loan loss provision in 2017. The expected lower provision will be necessary to cover loan charge-offs and support the anticipated growth in the loan portfolio.

For 2015, the Company recorded a $1,250,000 provision for loan losses which represented an increase of $875,000 when compared to the 2014 full year provision of $375,000. The higher provision that was needed this year was largely due to the transfer into non-accrual status of a $4.1 million loan to a customer in the fracking industry that filed for bankruptcy protection in the fourth quarter. The higher provision recorded in 2015 was also needed to support the continuing growth of the loan portfolio and cover net loan charge-offs. For the full year, there were net loan charge-offs of $952,000, or 0.11% of total loans, in 2015 compared to net loan charge-offs of $856,000, or 0.11% of total loans, in 2014. Overall, even with the fourth quarter increase in non-performing assets, the Company continued to maintain strong asset quality in 2015. At December 31, 2015, non-performing assets totaled $6.3 million, or 0.71% of total loans. When determining the provision for loan losses, the Company considers a number of factors, some of which include periodic credit reviews, non-performing assets, loan delinquency and charge-off trends, concentrations of credit, loan volume trends and broader local and national economic trends. In summary, the allowance for loan losses provided 158% coverage of non-performing loans, and 1.13% of total loans, at December 31, 2015, compared to 400% coverage of non-performing loans, and 1.16% of total loans, at December 31, 2014.

The following schedule sets forth the allocation of the ALL among various loan categories. This allocation is determined by using the consistent quarterly procedural discipline that was previously discussed. The entire ALL is available to absorb future loan losses in any loan category.

|  |  |  | AT DECEMBER 31, |  |
|  | 2016 |  | 2015 |  | 2014 |  | 2013 |  | 2012
|  | AMOUNT |  | PERCENT OF LOANS IN EACH CATEGORY TO TOTAL LOANS |  | AMOUNT |  | PERCENT OF LOANS IN EACH CATEGORY TO TOTAL LOANS |  | AMOUNT |  | PERCENT OF LOANS IN EACH CATEGORY TO TOTAL LOANS |  | AMOUNT |  | PERCENT OF LOANS IN EACH CATEGORY TO TOTAL LOANS |  | AMOUNT |  | PERCENT OF LOANS IN EACH CATEGORY TO TOTAL LOANS
|  |  |  | (IN THOUSANDS, EXCEPT PERCENTAGES) |  |
Commercial |  | $ | 4,041 |  |  |  | 19.3 | % |  | $ | 4,244 |  |  |  | 20.6 | % |  | $ | 3,262 |  |  |  | 16.8 | % |  | $ | 2,844 |  |  |  | 15.3 | % |  | $ | 2,596 |  |  |  | 14.3 | %
Commercial loans secured by real estate |  |  | 3,584 |  |  |  | 50.4 |  |  |  | 3,449 |  |  |  | 47.9 |  |  |  | 3,902 |  |  |  | 49.6 |  |  |  | 4,885 |  |  |  | 52.6 |  |  |  | 7,796 |  |  |  | 53.2 |
Real estate-mortgage |  |  | 1,169 |  |  |  | 28.1 |  |  |  | 1,173 |  |  |  | 29.3 |  |  |  | 1,310 |  |  |  | 31.3 |  |  |  | 1,260 |  |  |  | 30.1 |  |  |  | 1,269 |  |  |  | 30.2 |
Consumer |  |  | 151 |  |  |  | 2.2 |  |  |  | 151 |  |  |  | 2.2 |  |  |  | 190 |  |  |  | 2.3 |  |  |  | 136 |  |  |  | 2.0 |  |  |  | 150 |  |  |  | 2.3 |
Allocation to general risk |  |  | 987 |  |  |  | — |  |  |  | 904 |  |  |  | — |  |  |  | 959 |  |  |  | — |  |  |  | 979 |  |  |  | — |  |  |  | 760 |  |  |  | — |
Total |  | $ | 9,932 |  |  |  | 100.0 | % |  | $ | 9,921 |  |  |  | 100.0 | % |  | $ | 9,623 |  |  |  | 100.0 | % |  | $ | 10,104 |  |  |  | 100.0 | % |  | $ | 12,571 |  |  |  | 100.0 | %

Even though residential real estate-mortgage loans comprise 28.1% of the Company’s total loan portfolio, only $1.2 million or 11.8% of the total ALL is allocated against this loan category. The residential real estate-mortgage loan allocation is based upon the Company’s three-year historical average of actual loan charge-offs experienced in that category and other qualitative factors. The disproportionately higher allocations for commercial loans and commercial loans secured by real estate reflect the increased credit risk associated with this type of lending, the Company’s historical loss experience in these categories, and other qualitative factors. The large decline in the part of the allowance allocated to commercial loans secured by real estate reflects the continued asset quality improvements in this sector.

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Based on the Company’s ALL methodology and the related assessment of the inherent risk factors contained within the Company’s loan portfolio, we believe that the ALL is adequate at December 31, 2016 to cover losses within the Company’s loan portfolio.

NON-INTEREST INCOME... Non-interest income for 2016 totalled $14.6 million, a decrease of $629,000, or 4.1%, from 2015. Factors contributing to this lower level of non-interest income in 2016 included:

| — | a $942,000 decrease in Bank Owned Life Insurance (BOLI) revenue after the Company received four death claims in 2015 and there were no such claims in 2016.

| — | a $201,000, or 8.6%, increase in other income as the Company benefited from additional revenue resulting from a more aggressive business development strategy within its Financial Services Division.

| — | a $106,000 increase in revenue from investment security sale transactions as the Company recognized a higher level of gains on the sale of rapidly prepaying, low balance mortgage backed securities.

| — | a $93,000, or 8.0%, increase in mortgage loan sale gains and mortgage related fees due to increased refinance activity and a comparable level of new mortgage loan originations when compared to 2015.

| — | a $76,000, or 4.3%, decrease in service charges on deposit accounts due to fewer overdraft charges and account analysis fees as customers have generally maintained higher balances in their checking accounts in 2016.

Non-interest income for 2015 totalled $15.3 million, an increase of $944,000, or 6.6%, from 2014. Factors contributing to this higher level of non-interest income in 2015 included:

| — | an $869,000 increase in BOLI revenue for the full year due to the receipt of four death claims in 2015.

| — | a $579,000, or 7.5%, increase in trust and investment advisory fees as a result of increased assets under management which reflects successful new business development activities as well as effective management of existing customer accounts in this volatile market environment. Trust assets under administration totalled $2.0 billion as of December 31, 2015.

| — | a $207,000, or 10.6%, decrease in service charges on deposit accounts due to fewer overdraft charges and account analysis fees as customers have generally maintained higher balances in their checking accounts in 2015.

| — | mortgage related fees dropped by $199,000 for the full year due to less mortgage refinance activity in 2015.

| — | there was a decrease of $106,000 in revenue from investment security sale transactions as the Company recognized a lower level of gains on the sale of securities with low balances in 2015 compared to gains realized on the sale of rapidly pre-paying mortgage backed securities in 2014.

NON-INTEREST EXPENSE... Non-interest expense for 2016 totalled $41.6 million, which represents a $577,000, or 1.4%, increase from 2015. Factors contributing to the higher non-interest expense in 2016 included:

| — | other expenses were up $544,000, or 11.5% and professional fees increased by $277,000, or 5.5% for the year as a result of non-recurring costs for legal and accounting services that were necessary to address a trust operations trading error.

| — | occupancy and equipment related expenses are lower by $244,000, or 5.2%, as a result of management’s continued efforts to improve efficiencies and control costs.

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Non-interest expense for 2015 totalled $41.0 million, which represents a $2.3 million, or 5.4%, decrease from 2014. Factors contributing to the lower non-interest expense in 2015 included:

| — | salaries and employee benefits were down by $918,000, or 3.7%, for the full year of 2015, due to 21 fewer average full time equivalent employees as certain employees who elected to participate in an early retirement program in late 2014 were not replaced in order to achieve efficiencies identified as part of a profitability improvement program. As part of this early retirement program, the Company recognized a $400,000 pension charge in the fourth quarter of 2014.

| — | the recognition of a $669,000 goodwill impairment charge related to its investment advisory subsidiary in the third quarter of 2014. There was no such charge in 2015.

| — | professional fees decreased by $406,000, or 7.5% for the year as a result of lower legal fees, director’s fees and consulting costs in 2015.

INCOME TAX EXPENSE... The Company recorded income tax expense of $897,000, or an effective tax rate of 28.0%, in 2016 compared to the income tax expense of $2.3 million, or an effective tax rate of 28.1%, for 2015. The lower income tax expense and effective tax rate are due to the first quarter 2016 loss recognized by the Company. The Company’s deferred tax asset was $10.7 million at December 31, 2016 and relates primarily to AMT carryforwards and the ALL.

SEGMENT RESULTS... Retail banking’s net income contribution was $3.0 million in 2016 and was comparable to the $3.0 million contribution in 2015 and $2.2 million in 2014. Net interest income was positively impacted by an increased funding benefit from the significant growth in deposits provided by this segment, which more than fully mitigated the ongoing net interest margin pressure from the continued low interest rate environment. The Retail segment also benefitted from increased efficiencies resulting in a lower overall level of non-interest expense. These positive items more than offset a lower level of non-interest income primarily resulting from decreased revenue from BOLI and reduced deposit service charges.

The commercial banking segment reported net income of $3.3 million in 2016 compared to net income of $5.4 million in 2015 and $4.2 million in 2014. The net income contribution for 2016 decreased as a result of the increased provision for loan losses due to the first quarter charge-off of the energy sector credit. Overhead expense was higher primarily due to increased incentive compensation and non-interest income was negatively impacted by the lower level of BOLI income. These unfavorable items more than offset strong growth in the commercial and commercial real estate loan portfolios which resulted in a higher level of net interest income.

The trust segment’s net income contribution was $1.1 million in 2016 compared to $1.3 million in 2015 and $564,000 in 2014. The reduced net income contribution for 2016 was reflective of the non-recurring additional costs for legal and accounting services recognized in 2016 to address a trust operations trading error and resulted in higher professional fees and other expenses. These additional costs along with a lower level of Trust fee income more than offset successful new business development activities as well as effective management of existing customer accounts in this volatile market environment. Overall, the fair market value of trust assets under administration totaled $1.993 billion at December 31, 2016, an increase of $18 million, or 0.9%, from the December 31, 2015 total of $1.975 billion.

The investment/parent segment reported a net loss of $5.2 million in 2016, which was higher than the net loss of $3.8 million in 2015 and $3.9 million in 2014. Overall this segment has felt the most earnings pressure from the continued low interest rate environment. The lower level of BOLI income recognized by the Company in 2016 also significantly impacted this segment. Additionally, both the interest expense of the trust preferred securities and subordinated debt interest expense are allocated to this segment. Note that the first full year of interest expense associated with the subordinated debt occurred in 2016. The Company did generate investment security gains of $177,000 in 2016 and $71,000 in 2015 from the sale of certain low balance, rapidly prepaying mortgage backed securities which had a favorable impact on earnings in this segment.

For greater discussion on the future strategic direction of the Company’s key business segments, see “Management’s Discussion and Analysis — Forward Looking Statements.” For a more detailed analysis of the segment results, see Footnote 21.

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BALANCE SHEET... The Company’s total consolidated assets of $1.154 billion at December 31, 2016 grew by $5.3 million or 0.5% from the $1.148 billion level at December 31, 2015. This asset growth was due primarily to a $16.9 million or 12.0% increase in total investment securities in 2016. This investment securities increase was partially offset by a $16.1 million decrease in short term investments and cash used to redeem the SBLF preferred stock. Loan growth during this period was $2.9 million or 0.3%, which is lower than the 2015 level due to lower levels of production in the months leading up to the presidential election that was caused by uncertainty in the market. However, loan production in the first six months of 2016 and after the election was at more typical levels due to continued successful results of the Company’s intensive sales calling efforts with an emphasis on generating commercial loans and owner occupied CRE loans particularly through its loan production offices.

The Company also funded the previously mentioned asset growth by increasing deposits ($64 million), partially offset by a reduction in FHLB borrowings ($38 million). The FHLB term advances, with maturities between 3 and 5 years, now total $46 million as the Company has utilized these advances to help mitigate interest rate risk. Other liabilities increased by $2.8 million due to an increase in the Company’s pension liability. Total stockholders’ equity decreased by $23.6 million since year-end 2015 mainly due to the redemption of $21 million of preferred stock from the US Treasury under the SBLF program. The Company continues to be considered well capitalized for regulatory purposes with a risk based capital ratio of 13.15% and an asset leverage ratio of 9.35% at December 31, 2016. The Company’s book value per common share was $5.05, its tangible book value per common share was $4.41 and its tangible common equity to tangible assets ratio was 7.31% at December 31, 2016.

LIQUIDITY... The Company’s liquidity position has been strong during the last several years. Our core retail deposit base has grown over the past four years and has been adequate to fund the Company’s operations. Cash flow from maturities, prepayments and amortization of securities was also used to help fund loan growth. We strive to operate our loan to deposit ratio in a range of 85% to 100%. At December 31, 2016, the Company’s loan to deposit ratio was 91.6%. Given current commercial loan pipelines and the continued development of our four existing loan production offices, we are optimistic that we can grow our loan to deposit ratio and remain within our guideline parameters.

Liquidity can also be analyzed by utilizing the Consolidated Statement of Cash Flows. Cash and cash equivalents decreased by $14.4 million from December 31, 2015, to December 31, 2016, due to $25.2 million of cash used in investing activities. This was partially offset by $6.7 million of cash provided by operating activities and $4.1 million provided by financing activities. Within investing activities, cash advanced for new loan fundings and purchases totalled $214.2 million and was $5.8 million higher than the $208.4 million of cash received from loan principal payments and sales. Within financing activities, deposits increased by $64.5 million, which was used to help fund the overall loan growth experienced in 2016. Total FHLB borrowings decreased as advances, both short-term and long term, were reduced by $38.5 million. Early in 2016 the Company redeemed the $21 million preferred stock issued to the US Treasury under the SBLF program.

The holding company had a total of $11.5 million of cash, short-term investments, and investment securities at December 31, 2016. Additionally, dividend payments from our subsidiaries can also provide ongoing cash to the holding company. At December 31, 2016, our subsidiary Bank had $3.5 million of cash available for immediate dividends to the holding company under applicable regulatory formulas. As such, the holding company has strong liquidity to meet its trust preferred debt service requirements, its subordinated debt interest payments, its common stock dividends, and support its common stock repurchase program, which in total should approximate $4.9 million over the next twelve months.

Financial institutions must maintain liquidity to meet day-to-day requirements of depositors and borrowers, take advantage of market opportunities, and provide a cushion against unforeseen needs. Liquidity needs can be met by either reducing assets or increasing liabilities. Sources of asset liquidity are provided by short-term investment securities, time deposits with banks, federal funds sold, and short-term investments in money market funds. These assets totaled $38 million and $45 million at December 31, 2016 and 2015, respectively. Maturing and repaying loans, as well as the monthly cash flow associated with mortgage-backed securities and security maturities are other significant sources of asset liquidity for the Company.

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Liability liquidity can be met by attracting deposits with competitive rates, using repurchase agreements, buying federal funds, or utilizing the facilities of the Federal Reserve or the FHLB systems. The Company utilizes a variety of these methods of liability liquidity. Additionally, the Company’s subsidiary bank is a member of the FHLB, which provides the opportunity to obtain short- to longer-term advances based upon the Company’s investment in assets secured by one- to four-family residential real estate. At December 31, 2016, the Company had $402 million of overnight borrowing availability at the FHLB, $29 million of short-term borrowing availability at the Federal Reserve Bank and $39 million of unsecured federal funds lines with correspondent banks. The Company believes it has ample liquidity available to fund outstanding loan commitments if they were fully drawn upon.

CAPITAL RESOURCES... The Company meaningfully exceeds all regulatory capital ratios for each of the periods presented and is considered well capitalized. The asset leverage ratio was 9.35% and the risk based capital ratio was 13.15% at December 31, 2016. We anticipate that we will maintain our strong capital ratios throughout 2017. Capital generated from earnings will be utilized to pay the common stock cash dividend, support the stock repurchase program and will also support anticipated balance sheet growth. Our common dividend payout ratio for the full year 2016 was 41.2%. Late in 2015, the Company issued $7.65 million of subordinated debt which qualifies as Tier 2 capital for regulatory capital calculation purposes. In the first quarter of 2016, we used the net proceeds from the subordinated debt issuance along with a meaningful portion of holding company cash to redeem the SBLF preferred stock prior to the interest rate on the SBLF increasing from 1% to 9%. In the third quarter of 2016, the Company increased its common stock dividend by $0.005 to $0.015 per common share. Total Parent Company cash was $11.5 million at December 31, 2016.

The Company’s Board of Directors approved a new common stock repurchase program which calls for AmeriServ Financial, Inc. to buy back up to 5% or approximately 945,000 shares of its outstanding common stock during the next 18 months. The shares may be purchased from time to time in open market, privately negotiated, or block transactions. This common stock repurchase program does not obligate the Company to acquire any specific number of shares and may be modified, suspended or discontinued at any time. As of December 31, 2016, the Company had approximately 18.9 million shares of its common stock outstanding.

On January 1, 2015, U.S. federal banking agencies implemented the new Basel III capital standards, which establish the minimum capital levels to be considered well-capitalized and revise the prompt corrective action requirements under banking regulations. The revisions from the previous standards include a revised definition of capital, the introduction of a minimum Common Equity Tier 1 capital ratio and changed risk weightings for certain assets. The implementation of the new rules will be phased in over a four year period ending January 1, 2019 with minimum capital requirements becoming increasingly more strict each year of the transition. The new minimum capital requirements for each ratio, both, initially on January 1, 2015 and at the end of the transition on January 1, 2019, are as follows: A common equity tier 1 capital ratio of 4.5% initially and 7.0% at January 1, 2019; a tier 1 capital ratio of 6.0% and 8.50%; a total capital ratio of 8.0% and 10.50%; and a tier 1 leverage ratio of 5.00% and 5.00%. Under the new rules, in order to avoid limitations on capital distributions (including dividend payments and certain discretionary bonus payments to executive officers), a banking organization must hold a capital conservation buffer above its minimum risk-based capital requirements, which increases over the transition period, from 0.625% of total risk weighted assets in 2016 to 2.5% in 2019. The Company continues to be committed to maintaining strong capital levels that exceed regulatory requirements while also supporting balance sheet growth and providing a return to our shareholders.

The Company’s capital position will be more than adequate to meet the revised regulatory capital requirements.

INTEREST RATE SENSITIVITY... Asset/liability management involves managing the risks associated with changing interest rates and the resulting impact on the Company’s net interest income, net income and capital. The management and measurement of interest rate risk at the Company is performed by using the following tools: 1) simulation modeling, which analyzes the impact of interest rate changes on net interest income, net income and capital levels over specific future time periods. The simulation modeling forecasts earnings under a variety of scenarios that incorporate changes in the absolute level of interest rates, the shape

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of the yield curve, prepayments and changes in the volumes and rates of various loan and deposit categories. The simulation modeling incorporates assumptions about reinvestment and the repricing characteristics of certain assets and liabilities without stated contractual maturities; 2) market value of portfolio equity sensitivity analysis, and 3) static GAP analysis, which analyzes the extent to which interest rate sensitive assets and interest rate sensitive liabilities are matched at specific points in time. The overall interest rate risk position and strategies are reviewed by senior management and the Company’s Board on an ongoing basis.

The following table presents a summary of the Company’s static GAP positions at December 31, 2016:

INTEREST SENSITIVITY PERIOD |  | 3 MONTHS OR LESS |  | OVER 3 MONTHS THROUGH 6 MONTHS |  | OVER 6 MONTHS THROUGH 1 YEAR |  | OVER 1 YEAR |  | TOTAL
|  | (IN THOUSANDS, EXCEPT RATIOS AND PERCENTAGES)
RATE SENSITIVE ASSETS: |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
Loans and loans held for sale |  | $ | 270,021 |  |  | $ | 67,271 |  |  | $ | 97,093 |  |  | $ | 452,473 |  |  | $ | 886,858 |
Investment securities |  |  | 35,008 |  |  |  | 4,920 |  |  |  | 9,791 |  |  |  | 108,023 |  |  |  | 157,742 |
Short-term assets |  |  | 8,966 |  |  |  | — |  |  |  | — |  |  |  | — |  |  |  | 8,966 |
Regulatory stock |  |  | 3,359 |  |  |  | — |  |  |  | — |  |  |  | 2,125 |  |  |  | 5,484 |
Bank owned life insurance |  |  | — |  |  |  | — |  |  |  | 37,903 |  |  |  | — |  |  |  | 37,903 |
Total rate sensitive assets |  | $ | 317,354 |  |  | $ | 72,191 |  |  | $ | 144,787 |  |  | $ | 562,621 |  |  | $ | 1,096,953 |
RATE SENSITIVE LIABILITIES: |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
Deposits: |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
Non-interest bearing deposits |  | $ | — |  |  | $ | — |  |  | $ | — |  |  | $ | 188,808 |  |  | $ | 188,808 |
NOW |  |  | 4,576 |  |  |  | — |  |  |  | — |  |  |  | 159,225 |  |  |  | 163,801 |
Money market |  |  | 207,625 |  |  |  | — |  |  |  | — |  |  |  | 51,353 |  |  |  | 258,978 |
Other savings |  |  | 24,119 |  |  |  | — |  |  |  | — |  |  |  | 72,356 |  |  |  | 96,475 |
Certificates of deposit of $100,000 or more |  |  | 5,800 |  |  |  | 8,753 |  |  |  | 6,835 |  |  |  | 6,039 |  |  |  | 27,427 |
Other time deposits |  |  | 46,281 |  |  |  | 23,435 |  |  |  | 18,858 |  |  |  | 143,723 |  |  |  | 232,297 |
Total deposits |  |  | 288,401 |  |  |  | 32,188 |  |  |  | 25,693 |  |  |  | 621,504 |  |  |  | 967,786 |
Borrowings |  |  | 15,754 |  |  |  | 2,000 |  |  |  | 7,000 |  |  |  | 53,891 |  |  |  | 78,645 |
Total rate sensitive liabilities |  | $ | 304,155 |  |  | $ | 34,188 |  |  | $ | 32,693 |  |  | $ | 675,395 |  |  | $ | 1,046,431 |
INTEREST SENSITIVITY GAP: |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
Interval |  |  | 13,199 |  |  |  | 38,003 |  |  |  | 112,094 |  |  |  | (112,774 | ) |  |  | — |
Cumulative |  | $ | 13,199 |  |  | $ | 51,202 |  |  | $ | 163,296 |  |  | $ | 50,522 |  |  | $ | 50,522 |
Period GAP ratio |  |  | 1.04X |  |  |  | 2.11X |  |  |  | 4.43X |  |  |  | 0.83X |  |  |  |  |
Cumulative GAP ratio |  |  | 1.04 |  |  |  | 1.15 |  |  |  | 1.44 |  |  |  | 1.05 |  |  |  |  |
Ratio of cumulative GAP to total assets |  |  | 1.14 | % |  |  | 4.44 | % |  |  | 14.15 | % |  |  | 4.38 | % |  |  |  |

When December 31, 2016 is compared to December 31, 2015, the Company’s cumulative GAP ratio through one year indicates that the Company’s balance sheet is still asset sensitive with some improvement noted between years. We continue to see loan customer preference for fixed rate loans given the overall low level of interest rates. Also, we have extended some term advances with the FHLB to help manage our interest rate risk position. Overall, the absolute low level of short interest rates makes this table more difficult to analyze since there is little room for certain deposit liabilities to reprice downward further.

Management places primary emphasis on simulation modeling to manage and measure interest rate risk. The Company’s asset/liability management policy seeks to limit net interest income variability over the first twelve months of the forecast period to +/-7.5%, which include interest rate movements of 200 basis points. Additionally, the Company also uses market value sensitivity measures to further evaluate the balance sheet exposure to changes in interest rates. The Company monitors the trends in market value of portfolio equity sensitivity analysis on a quarterly basis.

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The following table presents an analysis of the sensitivity inherent in the Company’s net interest income and market value of portfolio equity. The interest rate scenarios in the table compare the Company’s base forecast, which was prepared using a flat interest rate scenario, to scenarios that reflect immediate interest rate changes of 100 and 200 basis points. Note that we suspended the 200 basis point downward rate shock since it has little value due to the absolute low level of interest rates. Each rate scenario contains unique prepayment and repricing assumptions that are applied to the Company’s existing balance sheet that was developed under the flat interest rate scenario.

INTEREST RATE SCENARIO |  | VARIABILITY OF NET INTEREST INCOME |  | CHANGE IN MARKET VALUE OF PORTFOLIO EQUITY
200 bp increase |  |  | 3.6 | % |  |  | 20.5 | %
100 bp increase |  |  | 2.1 |  |  |  | 11.9 |
100 bp decrease |  |  | (3.0 | ) |  |  | (16.8 | )

The Company believes that its overall interest rate risk position is well controlled. The variability of net interest income is positive in the upward rate shocks due to the Company’s short duration investment securities portfolio and scheduled repricing of loans tied to LIBOR or prime. Also, the Company expects that it will not have to reprice its core deposit accounts up as quickly when interest rates rise. The variability of net interest income is negative in the 100 basis point downward rate scenario as the Company has more exposure to assets repricing downward to a greater extent than liabilities due to the absolute low level of interest rates with the fed funds rate currently at a targeted range of 0.50% to 0.75%. The market value of portfolio equity increases in the upward rate shocks due to the improved value of the Company’s core deposit base. Negative variability of market value of portfolio equity occurs in the downward rate shock due to a reduced value for core deposits.

Within the investment portfolio at December 31, 2016, 81% of the portfolio is classified as available for sale and 19% as held to maturity. The available for sale classification provides management with greater flexibility to manage the securities portfolio to better achieve overall balance sheet rate sensitivity goals and provide liquidity if needed. The mark to market of the available for sale securities does inject more volatility in the book value of equity, but has no impact on regulatory capital. There are 101 securities that are temporarily impaired at December 31, 2016. The Company reviews its securities quarterly and has asserted that at December 31, 2016, the impaired value of securities represents temporary declines due to movements in interest rates and the Company does have the ability and intent to hold those securities to maturity or to allow a market recovery. Furthermore, it is the Company’s intent to manage its long-term interest rate risk by continuing to sell newly originated fixed-rate 30-year mortgage loans into the secondary market (excluding construction and any jumbo loans). The Company also sells 15-year fixed-rate mortgage loans into the secondary market as well, depending on market conditions. For the year 2016, 83% of all residential mortgage loan production was sold into the secondary market.

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The amount of loans outstanding by category as of December 31, 2016, which are due in (i) one year or less, (ii) more than one year through five years, and (iii) over five years, are shown in the following table. Loan balances are also categorized according to their sensitivity to changes in interest rates.

|  | ONE YEAR OR LESS |  | MORE THAN ONE YEAR THROUGH FIVE YEARS |  | OVER FIVE YEARS |  | TOTAL LOANS
|  | (IN THOUSANDS, EXCEPT RATIOS)
Commercial |  | $ | 50,851 |  |  | $ | 75,587 |  |  | $ | 45,091 |  |  | $ | 171,529 |
Commercial loans secured by real estate |  |  | 49,262 |  |  |  | 132,941 |  |  |  | 264,395 |  |  |  | 446,598 |
Real estate-mortgage |  |  | 23,051 |  |  |  | 58,722 |  |  |  | 167,086 |  |  |  | 248,859 |
Consumer |  |  | 7,546 |  |  |  | 4,385 |  |  |  | 7,941 |  |  |  | 19,872 |
Total |  | $ | 130,710 |  |  | $ | 271,635 |  |  | $ | 484,513 |  |  | $ | 886,858 |
Loans with fixed-rate |  | $ | 41,707 |  |  | $ | 123,926 |  |  | $ | 258,286 |  |  | $ | 423,919 |
Loans with floating-rate |  |  | 89,003 |  |  |  | 147,709 |  |  |  | 226,227 |  |  |  | 462,939 |
Total |  | $ | 130,710 |  |  | $ | 271,635 |  |  | $ | 484,513 |  |  | $ | 886,858 |
Percent composition of maturity |  |  | 14.7 | % |  |  | 30.6 | % |  |  | 54.6 | % |  |  | 100.0 | %
Fixed-rate loans as a percentage of total loans |  |  |  |  |  |  |  |  |  |  |  |  |  |  | 47.8 | %
Floating-rate loans as a percentage of total loans |  |  |  |  |  |  |  |  |  |  |  |  |  |  | 52.2 | %

The loan maturity information is based upon original loan terms and is not adjusted for principal paydowns and rollovers. In the ordinary course of business, loans maturing within one year may be renewed, in whole or in part, as to principal amount at interest rates prevailing at the date of renewal.

CONTRACTUAL OBLIGATIONS... The following table presents, as of December 31, 2016, significant fixed and determinable contractual obligations to third parties by payment date. Further discussion of the nature of each obligation is included in the referenced note to the consolidated financial statements.

|  | PAYMENTS DUE IN
|  | NOTE REFERENCE |  | ONE YEAR OR LESS |  | ONE TO THREE YEARS |  | THREE TO FIVE YEARS |  | OVER FIVE YEARS |  | TOTAL
|  | (IN THOUSANDS)
Deposits without a stated maturity |  |  | 8 |  |  | $ | 708,062 |  |  | $ | — |  |  | $ | — |  |  | $ | — |  |  | $ | 708,062 |
Certificates of deposit* |  |  | 8 |  |  |  | 111,424 |  |  |  | 90,110 |  |  |  | 48,129 |  |  |  | 19,612 |  |  |  | 269,275 |
Borrowed funds* |  |  | 10 |  |  |  | 24,977 |  |  |  | 25,603 |  |  |  | 9,761 |  |  |  | — |  |  |  | 60,341 |
Guaranteed junior subordinated deferrable interest debentures* |  |  | 10 |  |  |  | 1,015 |  |  |  | 2,030 |  |  |  | 2,030 |  |  |  | 18,890 |  |  |  | 23,965 |
Subordinated debt* |  |  | 10 |  |  |  | 497 |  |  |  | 994 |  |  |  | 994 |  |  |  | 9,639 |  |  |  | 12,124 |
Pension obligation |  |  | 14 |  |  |  | 3,000 |  |  |  | — |  |  |  | — |  |  |  | — |  |  |  | 3,000 |
Lease commitments |  |  | 15 |  |  |  | 578 |  |  |  | 613 |  |  |  | 468 |  |  |  | 1,505 |  |  |  | 3,164 |

| * | Includes interest based upon interest rates in effect at December 31, 2016. Future changes in market interest rates could materially affect contractual amounts to be paid.

OFF BALANCE SHEET ARRANGEMENTS... The Company incurs off-balance sheet risks in the normal course of business in order to meet the financing needs of its customers. These risks derive from commitments to extend credit and standby letters of credit. Such commitments and standby letters of credit involve, to varying degrees, elements of credit risk in excess of the amount recognized in the consolidated financial statements. The Company’s exposure to credit loss in the event of nonperformance by the other party to these commitments to extend credit and standby letters of credit is represented by their contractual

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amounts. The Company uses the same credit and collateral policies in making commitments and conditional obligations as for all other lending. The Company had various outstanding commitments to extend credit approximating $160.5 million and standby letters of credit of $8.5 million as of December 31, 2016. The Company can also use various interest rate contracts, such as interest rate swaps, caps, floors and swaptions to help manage interest rate and market valuation risk exposure, which is incurred in normal recurrent banking activities. The Company had no interest rate contracts outstanding as of December 31, 2016.

CRITICAL ACCOUNTING POLICIES AND ESTIMATES... The accounting and reporting policies of the Company are in accordance with GAAP and conform to general practices within the banking industry. Accounting and reporting policies for the ALL, goodwill, income taxes, and investment securities are deemed critical because they involve the use of estimates and require significant management judgments. Application of assumptions different than those used by the Company could result in material changes in the Company’s financial position or results of operation.

ACCOUNT — Allowance for loan losses

BALANCE SHEET REFERENCE — Allowance for loan losses

INCOME STATEMENT REFERENCE — Provision (credit) for loan losses

DESCRIPTION

The allowance for loan losses is calculated with the objective of maintaining reserve levels believed by management to be sufficient to absorb estimated probable credit losses. Management’s determination of the adequacy of the allowance is based on periodic evaluations of the credit portfolio and other relevant factors. However, this quarterly evaluation is inherently subjective as it requires material estimates, including, among others, likelihood of customer default, loss given default, exposure at default, the amounts and timing of expected future cash flows on impaired loans, value of collateral, estimated losses on consumer loans and residential mortgages, and general amounts for historical loss experience. This process also considers economic conditions, uncertainties in estimating losses and inherent risks in the various credit portfolios. All of these factors may be susceptible to significant change. Also, the allocation of the allowance for credit losses to specific loan pools is based on historical loss trends and management’s judgment concerning those trends.

Commercial and CRE loans are the largest category of credits and the most sensitive to changes in assumptions and judgments underlying the determination of the ALL. Approximately $7.6 million, or 77%, of the total ALL at December 31, 2016 has been allocated to these two loan categories. This allocation also considers other relevant factors such as actual versus estimated losses, economic trends, delinquencies, levels of non-performing and Troubled Debt Restructured (TDR) loans, concentrations of credit, trends in loan volume, experience and depth of management, examination and audit results, effects of any changes in lending policies and trends in policy, financial information and documentation exceptions. To the extent actual outcomes differ from management estimates, additional provision for loan losses may be required that would adversely impact earnings in future periods.

ACCOUNT — Goodwill

BALANCE SHEET REFERENCE — Goodwill

INCOME STATEMENT REFERENCE — Goodwill impairment

DESCRIPTION

The Company considers our accounting policies related to goodwill to be critical because the assumptions or judgment used in determining the fair value of assets and liabilities acquired in past acquisitions are subjective and complex. As a result, changes in these assumptions or judgment could have a significant impact on our financial condition or results of operations.

The fair value of acquired assets and liabilities, including the resulting goodwill, was based either on quoted market prices or provided by other third party sources, when available. When third party information was not available, estimates were made in good faith by management primarily through the use of internal cash flow modeling techniques. The assumptions that were used in the cash flow modeling were subjective

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and are susceptible to significant changes. The Company routinely utilizes the services of an independent third party that is regarded within the banking industry as an expert in valuing core deposits to monitor the ongoing value and changes in the Company’s core deposit base. These core deposit valuation updates are based upon specific data provided from statistical analysis of the Company’s own deposit behavior to estimate the duration of these non-maturity deposits combined with market interest rates and other economic factors.

Goodwill arising from business combinations represents the value attributable to unidentifiable intangible elements in the business acquired. The Company’s goodwill relates to value inherent in the banking and wealth management businesses, and the value is dependent upon the Company’s ability to provide quality, cost-effective services in the face of free competition from other market participants on a regional basis. This ability relies upon continuing investments in processing systems, the development of value-added service features and the ease of use of the Company’s services. As such, goodwill value is supported ultimately by revenue that is driven by the volume of business transacted and the loyalty of the Company’s deposit and customer base over a longer time frame. The quality and value of a Company’s assets is also an important factor to consider when performing goodwill impairment testing. A decline in earnings as a result of a lack of growth or the inability to deliver cost-effective value added services over sustained periods can lead to impairment of goodwill.

Goodwill which has an indefinite useful life is tested for impairment at least annually and written down and charged to results of operations only in periods in which the recorded value is more than the estimated fair value.

The Company recorded a $669,000 impairment charge as a result of a goodwill impairment analysis performed in the third quarter of 2014. A qualitative assessment of WCCA indicated that it was more likely than not that the carrying value of WCCA exceeded its fair value. As such, the Company then performed the necessary two-step impairment test. In Step 1, we determined the carrying value of WCCA, including the goodwill, and compared it to the estimated fair value of WCCA. The results of Step 1 indicated that the carrying value of the goodwill exceeded the fair value so it was necessary to move to Step 2 where we measured the amount of the impairment loss. After performing Step 2, we determined that the implied value of the goodwill was less than its carrying costs, which caused us to record an impairment charge of $669,000 in the third quarter of 2014. Overall, the voluntary departure of WCCA’s former CEO and the related litigation against him for violations of his employment agreement, caused disruption within the WCCA customer base during 2014. This disruption ultimately led to the loss of certain clients and a reduction in the projected earnings capacity of WCCA. These were the key facts and circumstances that led to the goodwill impairment charge in the third quarter of 2014. The Company utilized a discounted cash flow model along with a valuation technique based upon a multiple of revenues to estimate the fair value of WCCA. In 2015, WCCA returned to profitability, stabilized earnings, and then increased earnings in 2016, which reflected that no impairment charge was necessary.

ACCOUNT — Income Taxes

BALANCE SHEET REFERENCE — Net deferred tax asset

INCOME STATEMENT REFERENCE — Provision for income taxes

DESCRIPTION

The provision for income taxes is the sum of income taxes both currently payable and deferred. The changes in deferred tax assets and liabilities are determined based upon the changes in differences between the basis of assets and liabilities for financial reporting purposes and the basis of assets and liabilities as measured by the enacted tax rates that management estimates will be in effect when the differences reverse. This income tax review is completed on a quarterly basis.

In relation to recording the provision for income taxes, management must estimate the future tax rates applicable to the reversal of tax differences, make certain assumptions regarding whether tax differences are permanent or temporary and the related timing of the expected reversal. Also, estimates are made as to whether taxable operating income in future periods will be sufficient to fully recognize any gross deferred tax assets. If recovery is not likely, we must increase our provision for taxes by recording a valuation allowance

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against the deferred tax assets that we estimate will not ultimately be recoverable. Alternatively, we may make estimates about the potential usage of deferred tax assets that decrease our valuation allowances. As of December 31, 2016, we believe that all of the deferred tax assets recorded on our balance sheet will ultimately be recovered and that no valuation allowances were needed.

In addition, the calculation of our tax liabilities involves dealing with uncertainties in the application of complex tax regulations. We recognize liabilities for anticipated tax audit issues based on our estimate of whether, and the extent to which, additional taxes will be due. If we ultimately determine that payment of these amounts is unnecessary, we reverse the liability and recognize a tax benefit during the period in which we determine that the liability is no longer necessary. We record an additional charge in our provision for taxes in the period in which we determine that the recorded tax liability is less than we expect the ultimate assessment to be.

ACCOUNT — Investment Securities

BALANCE SHEET REFERENCE — Investment securities

INCOME STATEMENT REFERENCE — Net realized gains (losses) on investment securities

DESCRIPTION

Available-for-sale and held-to-maturity securities are reviewed quarterly for possible other-than-temporary impairment. The review includes an analysis of the facts and circumstances of each individual investment such as the severity of loss, the length of time the fair value has been below cost, the expectation for that security’s performance, the creditworthiness of the issuer and the Company’s intent and ability to hold the security to recovery. A decline in value that is considered to be other-than-temporary is recorded as a loss within non-interest income in the Consolidated Statements of Operations. At December 31, 2016, the unrealized losses in the available-for-sale security portfolio were comprised of securities issued by government agencies or government sponsored agencies and certain high quality corporate securities. The Company believes the unrealized losses are primarily a result of increases in market yields from the time of purchase. In general, as market yields rise, the value of securities will decrease; as market yields fall, the fair value of securities will increase. Management generally views changes in fair value caused by changes in interest rates as temporary; therefore, these securities have not been classified as other-than-temporarily impaired. Management has also concluded that based on current information we expect to continue to receive scheduled interest payments as well as the entire principal balance. Furthermore, management does not intend to sell these securities and does not believe it will be required to sell these securities before they recover in value.

## FORWARD LOOKING STATEMENTS...

THE STRATEGIC FOCUS:

The challenge for the future is to improve earnings performance to peer levels through a disciplined focus on community banking and improving the profitability of our Trust Company. In accordance with our strategic plan, the Company will maintain its focus as a community bank delivering banking and trust services to the best of our ability and focus on further growing revenues by leveraging our strong capital base and infrastructure. This Company will not succumb to the lure of quick fixes and fancy financial gimmicks. It is our plan to continue to build the Company into a potent banking force in this region and in this industry. Our focus encompasses the following:

| • | Customer Service — It is the existing and prospective customer that the Company must satisfy. This means good products and fair prices. But it also means quick response time and professional competence. It means speedy problem resolution and a minimizing of bureaucratic frustrations. The Company is training and motivating its staff to meet these standards while providing customers with more banking options that involve leading technologies such as computers, smartphones, and tablets to conduct business.

| • | Revenue Growth — It is necessary for the Company to focus on growing revenues. This means loan growth, deposit growth and fee growth. It also means close coordination among all customer service areas so our revenue producing products can be tailored to meet the needs of existing and prospective customers. The Company’s Strategic Plan contains action plans in each of these areas

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|  | particularly on increasing loans through several loan production offices. The Strategic Plan also states that purchases of investment securities will become more diverse and include high quality corporate and taxable municipal securities while continuing to purchase federal agency mortgage backed securities that provide a return consistent with the market as well as asset cash flow liquidity. An examination of the peer bank database provides ample proof that a well-executed community banking business model can generate a reliable and rewarding revenue stream.

| • | Expense Rationalization — The Company remains focused on trying to reduce and rationalize expenses. This has not been a program of broad based cuts, but has been targeted so the Company stays strong but spends less. It is critical to be certain that future expenditures are directed to areas that are playing a positive role in the drive to improve revenues. The Company also recently completed three additional initiatives that will further reduce non-interest expenses and improve the Company’s future profitability. Specifically, at the end of the first quarter of 2016, the Company had closed its Southern Atherton branch office in the State College market and consolidated the retail customer accounts from this branch into its nearby and newer branch office located on North Atherton Street. The Company remains committed to the State College market, and this change will allow for a more efficient operation that will allow us to better compete in this demographically attractive but highly competitive banking market. The Company also realigned its executive leadership team by eliminating one senior position in its executive office. Finally, the Company recently announced the closure of its Harrisonburg, Virginia loan production office. We anticipate that the combined annual cost savings from these profitability improvement initiatives will approximate $1.2 million.

This Form 10-K contains various forward-looking statements and includes assumptions concerning the Company’s beliefs, plans, objectives, goals, expectations, anticipations, estimates, intentions, operations, future results, and prospects, including statements that include the words “may,” “could,” “should,” “would,” “believe,” “expect,” “anticipate,” “estimate,” “intend,” “project,” “plan” or similar expressions. These forward-looking statements are based upon current expectations, are subject to risk and uncertainties and are applicable only as of the dates of such statements. Forward-looking statements involve risks, uncertainties and assumptions. Although we do not make forward-looking statements unless we believe we have a reasonable basis for doing so, we cannot guarantee their accuracy. You should not put undue reliance on any forward-looking statements. These statements speak only as of the date of this Form 10-K, even if subsequently made available on our website or otherwise, and we undertake no obligation to update or revise these statements to reflect events or circumstances occurring after the date of this Form 10-K. In connection with the “safe harbor” provisions of the Private Securities Litigation Reform Act of 1995, the Company provides the following cautionary statement identifying important factors (some of which are beyond the Company’s control) which could cause the actual results or events to differ materially from those set forth in or implied by the forward-looking statements and related assumptions.

Such factors include the following: (i) the effect of changing regional and national economic conditions; (ii) the effects of trade, monetary and fiscal policies and laws, including interest rate policies of the Federal Reserve; (iii) significant changes in interest rates and prepayment speeds; (iv) inflation, stock and bond market, and monetary fluctuations; (v) credit risks of commercial, real estate, consumer, and other lending activities; (vi) changes in federal and state banking and financial services laws and regulations; (vii) the presence in the Company’s market area of competitors with greater financial resources than the Company; (viii) the timely development of competitive new products and services by the Company and the acceptance of those products and services by customers and regulators (when required); (ix) the willingness of customers to substitute competitors’ products and services for those of the Company and vice versa; (x) changes in consumer spending and savings habits; (xi) unanticipated regulatory or judicial proceedings; and (xii) other external developments which could materially impact the Company’s operational and financial performance.

The foregoing list of important factors is not exclusive, and neither such list nor any forward-looking statement takes into account the impact that any future acquisition may have on the Company and on any such forward-looking statement.

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##### ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

Risk identification and management are essential elements for the successful management of the Company. In the normal course of business, the Company is subject to various types of risk, including interest rate, credit, and liquidity risk. The Company controls and monitors these risks with policies, procedures, and various levels of managerial and Board oversight. The Company’s objective is to optimize profitability while managing and controlling risk within Board approved policy limits.

Interest rate risk is the sensitivity of net interest income and the market value of financial instruments to the magnitude, direction, and frequency of changes in interest rates. Interest rate risk results from various repricing frequencies and the maturity structure of assets, liabilities, and hedges. The Company uses its asset liability management policy and hedging policy to control and manage interest rate risk. For information regarding the effect of changing interest rates on the Company’s net interest income and market value of its investment portfolio, see “Management’s Discussion and Analysis of Financial Condition and Results of Operations — Interest Rate Sensitivity.”

Liquidity risk represents the inability to generate cash or otherwise obtain funds at reasonable rates to satisfy commitments to borrowers, as well as, the obligations to depositors, debtholders and to fund operating expenses. The Company uses its asset liability management policy and contingency funding plan to control and manage liquidity risk. See “Management’s Discussion and Analysis of Financial Condition and Results of Operations — Liquidity.”

Credit risk represents the possibility that a customer may not perform in accordance with contractual terms. Credit risk results from extending credit to customers, purchasing securities, and entering into certain off-balance sheet loan funding commitments. The Company’s primary credit risk occurs in the loan portfolio. The Company uses its credit policy and disciplined approach to evaluating the adequacy of the ALL to control and manage credit risk. The Company’s investment policy and hedging policy strictly limit the amount of credit risk that may be assumed in the investment portfolio and through hedging activities.

For information regarding the market risk of the Company’s financial instruments, see “Management’s Discussion and Analysis of Financial Condition and Results of Operations — Interest Rate Sensitivity.” The Company’s principal market risk exposure is to interest rates.

36

ITEM 8. CONSOLIDATED FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

# AMERISERV FINANCIAL, INC.
CONSOLIDATED BALANCE SHEETS

|  | AT DECEMBER 31,
|  | 2016 |  | 2015
|  | (IN THOUSANDS, EXCEPT SHARE DATA)
ASSETS |  |  |  |  |  |  |  |
Cash and due from depository institutions |  | $ | 25,107 |  |  | $ | 23,443 |
Interest bearing deposits |  |  | 3,066 |  |  |  | 6,960 |
Short-term investments in money market funds |  |  | 5,900 |  |  |  | 18,107 |
Cash and cash equivalents |  |  | 34,073 |  |  |  | 48,510 |
Investment securities: |  |  |  |  |  |  |  |
Available for sale |  |  | 127,077 |  |  |  | 119,467 |
Held to maturity (fair value $30,420 at December 31, 2016 and $21,533 at December 31, 2015) |  |  | 30,665 |  |  |  | 21,419 |
Loans held for sale |  |  | 3,094 |  |  |  | 3,003 |
Loans |  |  | 884,240 |  |  |  | 881,541 |
Less: Unearned income |  |  | 476 |  |  |  | 557 |
Allowance for loan losses |  |  | 9,932 |  |  |  | 9,921 |
Net loans |  |  | 873,832 |  |  |  | 871,063 |
Premises and equipment, net |  |  | 11,694 |  |  |  | 12,108 |
Accrued interest income receivable |  |  | 3,116 |  |  |  | 3,057 |
Goodwill |  |  | 11,944 |  |  |  | 11,944 |
Bank owned life insurance |  |  | 37,903 |  |  |  | 37,228 |
Net deferred tax asset |  |  | 10,655 |  |  |  | 8,993 |
Federal Home Loan Bank stock |  |  | 3,359 |  |  |  | 4,628 |
Federal Reserve Bank stock |  |  | 2,125 |  |  |  | 2,125 |
Other assets |  |  | 4,243 |  |  |  | 4,952 |
TOTAL ASSETS |  | $ | 1,153,780 |  |  | $ | 1,148,497 |
LIABILITIES |  |  |  |  |  |  |  |
Non-interest bearing deposits |  | $ | 188,808 |  |  | $ | 188,947 |
Interest bearing deposits |  |  | 778,978 |  |  |  | 714,347 |
Total deposits |  |  | 967,786 |  |  |  | 903,294 |
Short-term borrowings |  |  | 12,754 |  |  |  | 48,748 |
Advances from Federal Home Loan Bank |  |  | 45,542 |  |  |  | 48,000 |
Guaranteed junior subordinated deferrable interest debentures |  |  | 12,908 |  |  |  | 12,892 |
Subordinated debt |  |  | 7,441 |  |  |  | 7,418 |
Total borrowed funds |  |  | 78,645 |  |  |  | 117,058 |
Other liabilities |  |  | 11,954 |  |  |  | 9,172 |
TOTAL LIABILITIES |  |  | 1,058,385 |  |  |  | 1,029,524 |
STOCKHOLDERS’ EQUITY |  |  |  |  |  |  |  |
Preferred stock, no par value; $1,000 per share liquidation preference; 2,000,000 shares authorized; there were 21,000 shares issued and outstanding on December 31, 2015 |  |  | — |  |  |  | 21,000 |
Common stock, par value $0.01 per share; 30,000,000 shares authorized: 26,521,291 shares issued and 18,903,472 shares outstanding on December 31, 2016; 26,488,630 shares issued and 18,870,811 shares outstanding on December 31, 2015 |  |  | 265 |  |  |  | 265 |
Treasury stock at cost, 7,617,819 shares on December 31, 2016 and 2015 |  |  | (74,829 | ) |  |  | (74,829 | )
Capital surplus |  |  | 145,535 |  |  |  | 145,441 |
Retained earnings |  |  | 36,001 |  |  |  | 34,651 |
Accumulated other comprehensive loss, net |  |  | (11,577 | ) |  |  | (7,555 | )
TOTAL STOCKHOLDERS’ EQUITY |  |  | 95,395 |  |  |  | 118,973 |
TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY |  | $ | 1,153,780 |  |  | $ | 1,148,497 |

See accompanying notes to consolidated financial statements.

37

# AMERISERV FINANCIAL, INC.
CONSOLIDATED STATEMENTS OF OPERATIONS

|  | YEAR ENDED DECEMBER 31,
|  | 2016 |  | 2015 |  | 2014
|  | (IN THOUSANDS, EXCEPT PER SHARE DATA)
INTEREST INCOME |  |  |  |  |  |  |  |  |  |  |  |
Interest and fees on loans: |  |  |  |  |  |  |  |  |  |  |  |
Taxable |  | $ | 37,786 |  |  | $ | 37,923 |  |  | $ | 36,285 |
Tax exempt |  |  | 75 |  |  |  | 72 |  |  |  | 57 |
Interest bearing deposits |  |  | 13 |  |  |  | 8 |  |  |  | 5 |
Short-term investments in money market funds |  |  | 84 |  |  |  | 14 |  |  |  | 7 |
Investment securities: |  |  |  |  |  |  |  |  |  |  |  |
Available for sale |  |  | 3,132 |  |  |  | 3,250 |  |  |  | 3,528 |
Held to maturity |  |  | 779 |  |  |  | 614 |  |  |  | 559 |
Total Interest Income |  |  | 41,869 |  |  |  | 41,881 |  |  |  | 40,441 |
INTEREST EXPENSE |  |  |  |  |  |  |  |  |  |  |  |
Deposits |  |  | 5,400 |  |  |  | 4,752 |  |  |  | 4,889 |
Short-term borrowings |  |  | 52 |  |  |  | 86 |  |  |  | 55 |
Advances from Federal Home Loan Bank |  |  | 644 |  |  |  | 558 |  |  |  | 333 |
Guaranteed junior subordinated deferrable interest debentures |  |  | 1,120 |  |  |  | 1,120 |  |  |  | 1,120 |
Subordinated debt |  |  | 519 |  |  |  | 4 |  |  |  | — |
Total Interest Expense |  |  | 7,735 |  |  |  | 6,520 |  |  |  | 6,397 |
Net Interest Income |  |  | 34,134 |  |  |  | 35,361 |  |  |  | 34,044 |
Provision for loan losses |  |  | 3,950 |  |  |  | 1,250 |  |  |  | 375 |
Net Interest Income after Provision for Loan Losses |  |  | 30,184 |  |  |  | 34,111 |  |  |  | 33,669 |
NON-INTEREST INCOME |  |  |  |  |  |  |  |  |  |  |  |
Trust and investment advisory fees |  |  | 8,333 |  |  |  | 8,344 |  |  |  | 7,765 |
Service charges on deposit accounts |  |  | 1,674 |  |  |  | 1,750 |  |  |  | 1,957 |
Net gains on loans held for sale |  |  | 884 |  |  |  | 767 |  |  |  | 748 |
Mortgage related fees |  |  | 367 |  |  |  | 391 |  |  |  | 590 |
Net realized gains on investment securities |  |  | 177 |  |  |  | 71 |  |  |  | 177 |
Bank owned life insurance |  |  | 675 |  |  |  | 1,617 |  |  |  | 748 |
Other income |  |  | 2,528 |  |  |  | 2,327 |  |  |  | 2,338 |
Total Non-Interest Income |  |  | 14,638 |  |  |  | 15,267 |  |  |  | 14,323 |
NON-INTEREST EXPENSE |  |  |  |  |  |  |  |  |  |  |  |
Salaries and employee benefits |  |  | 24,034 |  |  |  | 24,042 |  |  |  | 24,960 |
Net occupancy expense |  |  | 2,782 |  |  |  | 2,941 |  |  |  | 2,964 |
Equipment expense |  |  | 1,688 |  |  |  | 1,773 |  |  |  | 1,892 |
Professional fees |  |  | 5,280 |  |  |  | 5,003 |  |  |  | 5,409 |
Supplies, postage, and freight |  |  | 705 |  |  |  | 726 |  |  |  | 761 |
Miscellaneous taxes and insurance |  |  | 1,146 |  |  |  | 1,157 |  |  |  | 1,174 |
Federal deposit insurance expense |  |  | 709 |  |  |  | 669 |  |  |  | 636 |
Goodwill impairment charge |  |  | — |  |  |  | — |  |  |  | 669 |
Other expense |  |  | 5,271 |  |  |  | 4,727 |  |  |  | 4,906 |
Total Non-Interest Expense |  |  | 41,615 |  |  |  | 41,038 |  |  |  | 43,371 |

See accompanying notes to consolidated financial statements.

38

# AMERISERV FINANCIAL, INC.
CONSOLIDATED STATEMENTS OF OPERATIONS – (continued)

|  | YEAR ENDED DECEMBER 31,
|  | 2016 |  | 2015 |  | 2014
|  | (IN THOUSANDS, EXCEPT PER SHARE DATA)
PRETAX INCOME |  |  | 3,207 |  |  |  | 8,340 |  |  |  | 4,621 |
Provision for income taxes |  |  | 897 |  |  |  | 2,343 |  |  |  | 1,598 |
NET INCOME |  |  | 2,310 |  |  |  | 5,997 |  |  |  | 3,023 |
Preferred stock dividends |  |  | 15 |  |  |  | 210 |  |  |  | 210 |
NET INCOME AVAILABLE TO COMMON SHAREHOLDERS |  | $ | 2,295 |  |  | $ | 5,787 |  |  | $ | 2,813 |
PER COMMON SHARE DATA: |  |  |  |  |  |  |  |  |  |  |  |
Basic: |  |  |  |  |  |  |  |  |  |  |  |
Net income |  | $ | 0.12 |  |  | $ | 0.31 |  |  | $ | 0.15 |
Average number of shares outstanding |  |  | 18,896 |  |  |  | 18,863 |  |  |  | 18,793 |
Diluted: |  |  |  |  |  |  |  |  |  |  |  |
Net income |  | $ | 0.12 |  |  | $ | 0.31 |  |  | $ | 0.15 |
Average number of shares outstanding |  |  | 18,955 |  |  |  | 18,933 |  |  |  | 18,908 |
Cash dividends declared |  | $ | 0.05 |  |  | $ | 0.04 |  |  | $ | 0.04 |

See accompanying notes to consolidated financial statements.

39

# AMERISERV FINANCIAL, INC.
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS)

|  | YEAR ENDED DECEMBER 31,
|  | 2016 |  | 2015 |  | 2014
|  | (IN THOUSANDS)
COMPREHENSIVE INCOME (LOSS) |  |  |  |  |  |  |  |  |  |  |  |
Net income |  | $ | 2,310 |  |  | $ | 5,997 |  |  | $ | 3,023 |
Other comprehensive loss, before tax: |  |  |  |  |  |  |  |  |  |  |  |
Pension obligation change for defined benefit plan |  |  | (4,612 | ) |  |  | 579 |  |  |  | (2,769 | )
Income tax effect |  |  | 1,569 |  |  |  | (197 | ) |  |  | 942 |
Unrealized holding gains (losses) on available for sale securities arising during period |  |  | (1,305 | ) |  |  | (1,498 | ) |  |  | 1,391 |
Income tax effect |  |  | 443 |  |  |  | 509 |  |  |  | (474 | )
Reclassification adjustment for net realized gains on available for sale securities included in net income |  |  | (177 | ) |  |  | (71 | ) |  |  | (177 | )
Income tax effect |  |  | 60 |  |  |  | 25 |  |  |  | 60 |
Other comprehensive loss |  |  | (4,022 | ) |  |  | (653 | ) |  |  | (1,027 | )
Comprehensive income (loss) |  | $ | (1,712 | ) |  | $ | 5,344 |  |  | $ | 1,996 |

See accompanying notes to consolidated financial statements.

40

# AMERISERV FINANCIAL, INC.
CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY

|  | YEAR ENDED DECEMBER 31,
|  | 2016 |  | 2015 |  | 2014
|  | (IN THOUSANDS)
PREFERRED STOCK |  |  |  |  |  |  |  |  |  |  |  |
Balance at beginning of period |  | $ | 21,000 |  |  | $ | 21,000 |  |  | $ | 21,000 |
Redemption of all preferred shares outstanding |  |  | (21,000 | ) |  |  | — |  |  |  | — |
Balance at end of period |  |  | — |  |  |  | 21,000 |  |  |  | 21,000 |
COMMON STOCK |  |  |  |  |  |  |  |  |  |  |  |
Balance at beginning of period |  |  | 265 |  |  |  | 264 |  |  |  | 264 |
New common shares issued for dividend reinvestment and stock purchase plan |  |  | — |  |  |  | 1 |  |  |  | — |
Balance at end of period |  |  | 265 |  |  |  | 265 |  |  |  | 264 |
TREASURY STOCK |  |  |  |  |  |  |  |  |  |  |  |
Balance at beginning of period |  |  | (74,829 | ) |  |  | (74,829 | ) |  |  | (74,829 | )
Balance at end of period |  |  | (74,829 | ) |  |  | (74,829 | ) |  |  | (74,829 | )
CAPITAL SURPLUS |  |  |  |  |  |  |  |  |  |  |  |
Balance at beginning of period |  |  | 145,441 |  |  |  | 145,256 |  |  |  | 145,190 |
New common shares issued for exercise of stock options |  |  | 74 |  |  |  | 156 |  |  |  | 24 |
Stock option expense |  |  | 20 |  |  |  | 29 |  |  |  | 42 |
Balance at end of period |  |  | 145,535 |  |  |  | 145,441 |  |  |  | 145,256 |
RETAINED EARNINGS |  |  |  |  |  |  |  |  |  |  |  |
Balance at beginning of period |  |  | 34,651 |  |  |  | 29,618 |  |  |  | 27,557 |
Net income |  |  | 2,310 |  |  |  | 5,997 |  |  |  | 3,023 |
Cash dividend declared on common stock |  |  | (945 | ) |  |  | (754 | ) |  |  | (752 | )
Cash dividend declared on preferred stock |  |  | (15 | ) |  |  | (210 | ) |  |  | (210 | )
Balance at end of period |  |  | 36,001 |  |  |  | 34,651 |  |  |  | 29,618 |
ACCUMULATED OTHER COMPREHENSIVE LOSS, NET |  |  |  |  |  |  |  |  |  |  |  |
Balance at beginning of period |  |  | (7,555 | ) |  |  | (6,902 | ) |  |  | (5,875 | )
Other comprehensive loss |  |  | (4,022 | ) |  |  | (653 | ) |  |  | (1,027 | )
Balance at end of period |  |  | (11,577 | ) |  |  | (7,555 | ) |  |  | (6,902 | )
TOTAL STOCKHOLDERS’ EQUITY |  | $ | 95,395 |  |  | $ | 118,973 |  |  | $ | 114,407 |

See accompanying notes to consolidated financial statements.

41

# AMERISERV FINANCIAL, INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS

|  | YEAR ENDED DECEMBER 31,
|  | 2016 |  | 2015 |  | 2014
|  | (IN THOUSANDS)
OPERATING ACTIVITIES |  |  |  |  |  |  |  |  |  |  |  |
Net income |  | $ | 2,310 |  |  | $ | 5,997 |  |  | $ | 3,023 |
Adjustments to reconcile net income to net cash provided by operating activities: |  |  |  |  |  |  |  |  |  |  |  |
Provision for loan losses |  |  | 3,950 |  |  |  | 1,250 |  |  |  | 375 |
Depreciation and amortization expense |  |  | 1,803 |  |  |  | 1,790 |  |  |  | 1,836 |
Net amortization of investment securities |  |  | 488 |  |  |  | 342 |  |  |  | 385 |
Net realized gains on investment securities – available for sale |  |  | (177 | ) |  |  | (71 | ) |  |  | (177 | )
Net gains on loans held for sale |  |  | (884 | ) |  |  | (767 | ) |  |  | (748 | )
Amortization of deferred loan fees |  |  | (231 | ) |  |  | (249 | ) |  |  | (262 | )
Origination of mortgage loans held for sale |  |  | (59,252 | ) |  |  | (51,759 | ) |  |  | (51,481 | )
Sales of mortgage loans held for sale |  |  | 60,045 |  |  |  | 54,574 |  |  |  | 50,580 |
Decrease (increase) in accrued interest receivable |  |  | (59 | ) |  |  | 70 |  |  |  | (219 | )
Decrease in accrued interest payable |  |  | (11 | ) |  |  | (55 | ) |  |  | (78 | )
Earnings on bank-owned life insurance |  |  | (675 | ) |  |  | (690 | ) |  |  | (748 | )
Deferred income taxes |  |  | 414 |  |  |  | 888 |  |  |  | 562 |
Stock compensation expense |  |  | 94 |  |  |  | 186 |  |  |  | 66 |
Goodwill impairment charge |  |  | — |  |  |  | — |  |  |  | 669 |
Amortization of long term debt issuance costs |  |  | 39 |  |  |  | — |  |  |  | — |
Other, net |  |  | (1,186 | ) |  |  | (1,674 | ) |  |  | 1,179 |
Net cash provided by operating activities |  |  | 6,668 |  |  |  | 9,832 |  |  |  | 4,962 |
INVESTING ACTIVITIES |  |  |  |  |  |  |  |  |  |  |  |
Purchase of investment securities – available for sale |  |  | (42,844 | ) |  |  | (22,241 | ) |  |  | (12,218 | )
Purchase of investment securities – held to maturity |  |  | (12,038 | ) |  |  | (6,237 | ) |  |  | (3,093 | )
Proceeds from maturities of investment securities – available for sale |  |  | 24,574 |  |  |  | 24,532 |  |  |  | 22,900 |
Proceeds from maturities of investment securities – held to maturity |  |  | 2,693 |  |  |  | 4,601 |  |  |  | 1,390 |
Proceeds from sales of investment securities – available for sale |  |  | 8,966 |  |  |  | 3,570 |  |  |  | 5,242 |
Purchase of regulatory stock |  |  | (10,911 | ) |  |  | (19,320 | ) |  |  | (9,817 | )
Proceeds from redemption of regulatory stock |  |  | 12,180 |  |  |  | 18,740 |  |  |  | 10,446 |
Long-term loans originated |  |  | (196,998 | ) |  |  | (246,304 | ) |  |  | (177,351 | )
Principal collected on long-term loans |  |  | 189,505 |  |  |  | 183,380 |  |  |  | 130,476 |
Participations purchased |  |  | (17,192 | ) |  |  | (15,019 | ) |  |  | (5,347 | )
Participations sold |  |  | 18,900 |  |  |  | 23,774 |  |  |  | 10,810 |
Net increase in other short-term loans |  |  | (875 | ) |  |  | (627 | ) |  |  | (3,558 | )
Purchases of premises and equipment |  |  | (1,380 | ) |  |  | (881 | ) |  |  | (1,720 | )
Proceeds from sale of other real estate owned |  |  | 235 |  |  |  | 579 |  |  |  | 946 |
Proceeds from life insurance policies |  |  | — |  |  |  | 1,598 |  |  |  | — |
Net cash used in investing activities |  |  | (25,185 | ) |  |  | (49,855 | ) |  |  | (30,894 | )
FINANCING ACTIVITIES |  |  |  |  |  |  |  |  |  |  |  |
Net increase in deposit balances |  |  | 64,492 |  |  |  | 33,339 |  |  |  | 15,375 |
Net increase (decrease) in other short-term borrowings |  |  | (35,994 | ) |  |  | 9,868 |  |  |  | (2,675 | )
Principal borrowings on advances from Federal Home Loan Bank |  |  | 9,542 |  |  |  | 10,000 |  |  |  | 17,000 |
Principal repayments on advances from Federal Home Loan Bank |  |  | (12,000 | ) |  |  | (4,000 | ) |  |  | — |
Subordinated debt issuance, net |  |  | — |  |  |  | 7,418 |  |  |  | — |
Preferred stock redemption |  |  | (21,000 | ) |  |  | — |  |  |  | — |
Preferred stock dividend paid |  |  | (15 | ) |  |  | (210 | ) |  |  | (210 | )
Common stock dividend paid |  |  | (945 | ) |  |  | (754 | ) |  |  | (752 | )
Net cash provided by financing activities |  |  | 4,080 |  |  |  | 55,661 |  |  |  | 28,738 |
NET (DECREASE) INCREASE IN CASH AND CASH EQUIVALENTS |  |  | (14,437 | ) |  |  | 15,638 |  |  |  | 2,806 |
CASH AND CASH EQUIVALENTS AT JANUARY 1 |  |  | 48,510 |  |  |  | 32,872 |  |  |  | 30,066 |
CASH AND CASH EQUIVALENTS AT DECEMBER 31 |  | $ | 34,073 |  |  | $ | 48,510 |  |  | $ | 32,872 |

See accompanying notes to consolidated financial statements.

42

# AMERISERV FINANCIAL, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

## 1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

BUSINESS AND NATURE OF OPERATIONS:

AmeriServ Financial, Inc. (the Company) is a bank holding company, headquartered in Johnstown, Pennsylvania. Through its banking subsidiary the Company operates 16 banking locations in five southwestern Pennsylvania counties. These branches provide a full range of consumer, mortgage, and commercial financial products. The AmeriServ Trust and Financial Services Company (Trust Company) offers a complete range of trust and financial services and administers assets valued at approximately $2.0 billion that are not recognized on the Company’s Consolidated Balance Sheet at December 31, 2016.

##### PRINCIPLES OF CONSOLIDATION:

The consolidated financial statements include the accounts of AmeriServ Financial, Inc. and its wholly-owned subsidiaries, AmeriServ Financial Bank (the Bank), Trust Company, and AmeriServ Life Insurance Company (AmeriServ Life). The Bank is a state-chartered full service bank with 16 locations in Pennsylvania. AmeriServ Life is a captive insurance company that engages in underwriting as a reinsurer of credit life and disability insurance.

Intercompany accounts and transactions have been eliminated in preparing the Consolidated Financial Statements. The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America (generally accepted accounting principles, or GAAP) requires management to make estimates and assumptions that affect the amounts reported in the Consolidated Financial Statements and accompanying notes. Actual results may differ from these estimates and the differences may be material to the Consolidated Financial Statements. The Company’s most significant estimates relate to the allowance for loan losses, goodwill, income taxes, investment securities, pension, and the fair value of financial instruments.

##### INVESTMENT SECURITIES:

Securities are classified at the time of purchase as investment securities held to maturity if it is management’s intent and the Company has the ability to hold the securities until maturity. These held to maturity securities are carried on the Company’s books at cost, adjusted for amortization of premium and accretion of discount which is computed using the level yield method which approximates the effective interest method. Alternatively, securities are classified as available for sale if it is management’s intent at the time of purchase to hold the securities for an indefinite period of time and/or to use the securities as part of the Company’s asset/liability management strategy. Securities classified as available for sale include securities which may be sold to effectively manage interest rate risk exposure, prepayment risk, and other factors (such as liquidity requirements). These available for sale securities are reported at fair value with unrealized aggregate appreciation/depreciation excluded from income and credited/charged to accumulated other comprehensive income/loss within stockholders’ equity on a net of tax basis. Any securities classified as trading assets are reported at fair value with unrealized aggregate appreciation/depreciation included in income on a net of tax basis. The Company does not engage in trading activity.

Realized gains or losses on securities sold are computed upon the adjusted cost of the specific securities sold. Available-for-sale and held-to-maturity securities are reviewed quarterly for possible other-than-temporary impairment. The review includes an analysis of the facts and circumstances of each individual investment such as the severity of loss, the length of time the fair value has been below cost, the expectation for that security’s performance, the creditworthiness of the issuer and the Company’s intent and ability to hold the security to recovery. The Company believes the unrealized losses are primarily a result of increases in market yields from the time of purchase. In general, as market yields rise, the value of securities will decrease; as market yields fall, the fair value of securities will increase. Management generally views changes in fair value caused by changes in interest rates as temporary; therefore, these securities have not been classified as other-than-temporarily impaired. Management has also concluded that based on current information we expect to continue to receive scheduled interest payments as well as the entire principal

43

# AMERISERV FINANCIAL, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

## 1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES – (continued)

balance. Furthermore, management does not intend to sell these securities and does not believe it will be required to sell these securities before they recover in value.

##### FEDERAL HOME LOAN BANK STOCK:

The Bank is a member of the Federal Home Loan Bank of Pittsburgh (FHLB) and as such, is required to maintain a minimum investment in stock of the FHLB that varies with the level of advances outstanding with the FHLB. The stock is bought from and sold to the FHLB based upon its $100 par value. The stock does not have a readily determinable fair value and as such is classified as restricted stock, carried at cost and evaluated for by management. The stock’s value is determined by the ultimate recoverability of the par value rather than by recognizing temporary declines. The determination of whether the par value will ultimately be recovered is influenced by criteria such as the following: (a) The significance of the decline in net assets of the FHLB as compared to the capital stock amount and the length of time any such situation has persisted (b) Commitments by the FHLB to make payments required by law or regulation and the level of such payments in relation to the operating performance (c) The impact of legislative and regulatory changes on the customer base of FHLB and (d) The liquidity position of the FHLB. Management evaluated the stock and concluded that the stock was not impaired for the periods presented herein.

##### LOANS:

Interest income is recognized using the level yield method related to principal amounts outstanding. The Company discontinues the accrual of interest income when loans become 90 days past due in either principal or interest. In addition, if circumstances warrant, the accrual of interest may be discontinued prior to 90 days. Payments received on non-accrual loans are credited to principal until full recovery of principal has been recognized; or the loan has been returned to accrual status. The only exception to this policy is for residential mortgage loans wherein interest income is recognized on a cash basis as payments are received. A non-accrual commercial loan is placed on accrual status after becoming current and remaining current for twelve consecutive payments. Residential mortgage loans are placed on accrual status upon becoming current.

##### LOAN FEES:

Loan origination and commitment fees, net of associated direct costs, are deferred and amortized into interest and fees on loans over the loan or commitment period. Fee amortization is determined by the effective interest method.

##### LOANS HELD FOR SALE:

Certain newly originated fixed-rate residential mortgage loans are classified as held for sale, because it is management’s intent to sell these residential mortgage loans. The residential mortgage loans held for sale are carried at the lower of aggregate cost or market value.

##### TRANSFERS OF FINANCIAL ASSETS:

Transfers of financial assets are accounted for as sales when control over the assets has been surrendered. Control over transferred assets is deemed to be surrendered when (1) the assets have been isolated from the Company; (2) the transferee obtains the right (free of conditions that constrain it from taking advantage of that right) to pledge or exchange the transferred assets; and (3) the Company does not maintain effective control over the transferred assets through an agreement to repurchase them before their maturity.

##### PREMISES AND EQUIPMENT:

Premises and equipment are stated at cost less accumulated depreciation and amortization. Land is carried at cost. Depreciation is charged to operations over the estimated useful lives of the premises and equipment using the straight-line method with a half-year convention. Useful lives of up to 30 years for buildings and up to 10 years for equipment are utilized. Leasehold improvements are amortized using the straight-line method over the terms of the respective leases or useful lives of the improvements, whichever is shorter. Maintenance, repairs, and minor alterations are charged to current operations as expenditures are incurred.

44

# AMERISERV FINANCIAL, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

## 1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES – (continued)

##### ALLOWANCE FOR LOAN LOSSES AND CHARGE-OFF PROCEDURES:

As a financial institution, which assumes lending and credit risks as a principal element of its business, the Company anticipates that credit losses will be experienced in the normal course of business. Accordingly, the Company consistently applies a comprehensive methodology and procedural discipline to perform an analysis which is updated on a quarterly basis at the Bank level to determine both the adequacy of the allowance for loan losses and the necessary provision for loan losses to be charged against earnings. This methodology includes:

| — | Review of all criticized, classified and impaired loans with aggregate balances over $250,000 to determine if any specific reserve allocations are required on an individual loan basis. All required specific reserve allocations are based on careful analysis of the loan’s performance, the related collateral value, cash flow considerations and the financial capability of any guarantor. All loans classified as doubtful or worse are specifically reserved. For impaired loans the measurement of impairment may be based upon: 1) the present value of expected future cash flows discounted at the loan’s effective interest rate; 2) the observable market price of the impaired loan; or 3) the fair value of the collateral of a collateral dependent loan.

| — | The application of formula driven reserve allocations for all commercial and commercial real-estate loans by using a three-year migration analysis of net losses incurred within each risk grade for the entire commercial loan portfolio. The difference between estimated and actual losses is reconciled through the nature of the migration analysis.

| — | The application of formula driven reserve allocations to consumer and residential mortgage loans which are based upon historical net charge-off experience for those loan types. The residential mortgage loan and consumer loan allocations are based upon the Company’s three-year historical average of actual loan net charge-offs experienced in each of those categories.

| — | The application of formula driven reserve allocations to all outstanding loans is based upon review of historical losses and qualitative factors, which include but are not limited to, economic trends, delinquencies, levels of non-accrual and TDR loans, concentrations of credit, trends in loan volume, experience and depth of management, examination and audit results, effects of any changes in lending policies and trends in policy, financial information and documentation exceptions.

| — | Management recognizes that there may be events or economic factors that have occurred affecting specific borrowers or segments of borrowers that may not yet be fully reflected in the information that the Company uses for arriving at reserves for a specific loan or portfolio segment. Therefore, the Company believes that there is estimation risk associated with the use of specific and formula driven allowances.

After completion of this process, a formal meeting of the Loan Loss Reserve Committee is held to evaluate the adequacy of the reserve.

When it is determined that the prospects for recovery of the principal of a loan have significantly diminished, the loan is charged against the allowance account; subsequent recoveries, if any, are credited to the allowance account. In addition, non-accrual and large delinquent loans are reviewed monthly to determine potential losses.

The Company’s policy is to individually review, as circumstances warrant, its commercial and commercial mortgage loans to determine if a loan is impaired. At a minimum, credit reviews are mandatory for all commercial and commercial mortgage loan relationships with aggregate balances in excess of $250,000 within a 12-month period. The Company defines classified loans as those loans rated substandard or doubtful. The Company has also identified three pools of small dollar value homogeneous loans which are evaluated collectively for impairment. These separate pools are for small business relationships with aggregate balances

45

# AMERISERV FINANCIAL, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

## 1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES – (continued)

of $250,000 or less, residential mortgage loans and consumer loans. Individual loans within these pools are reviewed and evaluated for specific impairment if factors such as significant delinquency in payments of 90 days or more, bankruptcy, or other negative economic concerns indicate impairment.

##### ALLOWANCE FOR UNFUNDED LOAN COMMITMENTS AND LETTERS OF CREDIT:

The allowance for unfunded loan commitments and letters of credit is maintained at a level believed by management to be sufficient to absorb estimated losses related to these unfunded credit facilities. The determination of the adequacy of the allowance is based on periodic evaluations of the unfunded credit facilities including an assessment of the probability of commitment usage, credit risk factors for loans outstanding to these same customers and the terms and expiration dates of the unfunded credit facilities. Net adjustments to the allowance for unfunded loan commitments and letters of credit are provided for in the unfunded commitment reserve expense line item within other expense in the Consolidated Statements of Operations and a separate reserve is recorded within the other liabilities section of the Consolidated Balance Sheets.

##### TRUST FEES:

Trust fees are recorded on the cash basis which approximates the accrual basis for such income.

##### BANK-OWNED LIFE INSURANCE:

The Company has purchased life insurance policies on certain employees. These policies are recorded on the Consolidated Balance Sheets at their cash surrender value, or the amount that can be realized. Income from these policies and changes in the cash surrender value are recorded in bank owned life insurance within non-interest income.

##### INTANGIBLE ASSETS:

Goodwill arising from business combinations represents the value attributable to unidentifiable intangible elements in the business acquired. The Company accounts for goodwill using a two-step process for testing the impairment of goodwill on at least an annual basis. This approach could cause more volatility in the Company’s reported net income because impairment losses, if any, could occur irregularly and in varying amounts.

##### EARNINGS PER COMMON SHARE:

Basic earnings per share include only the weighted average common shares outstanding. Diluted earnings per share include the weighted average common shares outstanding and any potentially dilutive common stock equivalent shares in the calculation. Treasury shares are treated as retired for earnings per share purposes. Options to purchase 51,273, 58,788, and 3,625 shares of common stock were outstanding during 2016, 2015 and 2014, respectively, but were not included in the computation of diluted earnings per common share because to do so would be anti-dilutive. Exercise prices of anti-dilutive options to purchase common stock outstanding were $3.23-$4.60, $3.23-$4.70, and $4.60-$5.22 during 2016, 2015 and 2014, respectively. Dividends on preferred shares are deducted from net income in the calculation of earnings per common share.

46

# AMERISERV FINANCIAL, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

## 1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES – (continued)

|  | YEAR ENDED DECEMBER 31,
|  | 2016 |  | 2015 |  | 2014
|  | (IN THOUSANDS, EXCEPT PER SHARE DATA)
Numerator: |  |  |  |  |  |  |  |  |  |  |  |
Net income |  | $ | 2,310 |  |  | $ | 5,997 |  |  | $ | 3,023 |
Preferred stock dividends |  |  | 15 |  |  |  | 210 |  |  |  | 210 |
Net income available to common shareholders |  | $ | 2,295 |  |  | $ | 5,787 |  |  | $ | 2,813 |
Denominator: |  |  |  |  |  |  |  |  |  |  |  |
Weighted average common shares outstanding (basic) |  |  | 18,896 |  |  |  | 18,863 |  |  |  | 18,793 |
Effect of stock options |  |  | 59 |  |  |  | 70 |  |  |  | 115 |
Weighted average common shares outstanding (diluted) |  |  | 18,955 |  |  |  | 18,933 |  |  |  | 18,908 |
Earnings per common share: |  |  |  |  |  |  |  |  |  |  |  |
Basic |  | $ | 0.12 |  |  | $ | 0.31 |  |  | $ | 0.15 |
Diluted |  |  | 0.12 |  |  |  | 0.31 |  |  |  | 0.15 |

##### STOCK-BASED COMPENSATION:

The Company uses the modified prospective method for accounting of stock-based compensation. The Company recognized $20,000, $29,000 and $42,000 of pretax compensation expense for the years 2016, 2015 and 2014. The fair value of each option grant is estimated on the grant date using the Black-Scholes option pricing model. See Note 18 for details on the assumptions used.

##### ACCUMULATED OTHER COMPREHENSIVE LOSS:

The Company presents the components of other comprehensive income (loss) in the Consolidated Statements of Comprehensive Income. These components are comprised of the change in the defined benefit pension obligation and the unrealized holding gains (losses) on available for sale securities, net of any reclassification adjustments for realized gains and losses.

##### CONSOLIDATED STATEMENT OF CASH FLOWS:

On a consolidated basis, cash and cash equivalents include cash and due from depository institutions, interest bearing deposits, and short-term investments in money market funds. The Company made $375,000 in income tax payments in 2016; $1,554,000 in 2015; and $1,063,000 in 2014. The Company had non-cash transfers to other real estate owned (OREO) in the amounts of $172,000 in 2016; $189,000 in 2015; and $660,000 in 2014. The Company made total interest payments of $7,746,000 in 2016; $6,575,000 in 2015; and $6,475,000 in 2014.

##### INCOME TAXES:

Deferred tax assets or liabilities are computed based on the difference between the financial statement and income tax basis of assets and liabilities using the enacted marginal tax rate. Deferred income tax expenses or credits are based on the changes in the corresponding asset or liability from period to period. Deferred tax assets are reduced, if necessary, by the amounts of such benefits that are not expected to be realized based upon available evidence.

##### INTEREST RATE CONTRACTS:

The Company recognizes all derivatives as either assets or liabilities on the Consolidated Balance Sheets and measures those instruments at fair value. For derivatives designated as fair value hedges, changes in the fair value of the derivative and hedged item related to the hedged risk are recognized in earnings. Changes in fair value of derivatives designated and accounted as cash flow hedges, to the extent they are effective as hedges, are recorded in “Other Comprehensive Income,” net of deferred taxes and are subsequently

47

# AMERISERV FINANCIAL, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

## 1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES – (continued)

reclassified to earnings when the hedged transaction affects earnings. Any hedge ineffectiveness would be recognized in the income statement line item pertaining to the hedged item.

The Company periodically enters into derivative instruments to meet the financing, interest rate and equity risk management needs of its customers. Upon entering into these instruments to meet customer needs, the Company enters into offsetting positions to minimize interest rate and equity risk to the Company. These derivative financial instruments are reported at fair value with any resulting gain or loss recorded in current period earnings. These instruments and their offsetting positions are recorded in other assets and other liabilities on the Consolidated Balance Sheets.

##### PENSION:

Pension costs and liabilities are dependent on assumptions used in calculating such amounts. These assumptions include discount rates, benefits earned, interest costs, expected return on plan assets, mortality rates, and other factors. In accordance with GAAP, actual results that differ from the assumptions are accumulated and amortized over future periods and, therefore, generally affect recognized expense and the recorded obligation of future periods. While management believes that the assumptions used are appropriate, differences in actual experience or changes in assumptions may affect the Company’s pension obligations and future expense. In conjunction with the annual measurement of the funded status of Company’s pension plan at December 31, 2016, management elected to change the manner in which the service cost and interest cost components of net periodic benefit cost will be determined in 2017 and beyond. Previously, the service cost and interest cost components were determined by multiplying the single equivalent rate described above and the aggregate discounted cash flows of the plan’s service cost and projected benefit obligations.

Under the new methodology, the service cost component will be determined by aggregating the product of the discounted cash flows of the plan’s service cost for each year and an individual spot rate (referred to as the “spot rate” approach). The interest cost component will be determined by aggregating the product of the discounted cash flows of the plan’s projected benefit obligations for each year and an individual spot rate. This change will result in a lower service cost and interest cost components of net periodic benefit cost under the new methodology compared to the previous methodology.

Management believes this new methodology, which represents a change in an accounting estimate, is a better measure of the service cost and interest cost as each year’s cash flows are specifically linked to the interest rates of bond payments in the same respective year. Our pension benefits are described further in Note 14 of the Notes to Consolidated Financial Statements.

##### FAIR VALUE OF FINANCIAL INSTRUMENTS:

We group our assets at fair value in three levels, based on the markets in which the assets are traded and the reliability of the assumptions used to determine fair value. These levels are:

Level I — Valuation is based upon quoted prices for identical instruments traded in active markets.

Level II — Valuation is based upon quoted prices for similar instruments in active markets, quoted prices for identical or similar instruments in markets that are not active, and model-based valuation techniques for which all significant assumptions are observable in the market.

Level III — Valuation is generated from model-based techniques that use significant assumptions not observable in the market. These unobservable assumptions reflect the Company’s own estimates of assumptions that market participants would use in pricing the asset.

We base our fair values on the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. It is our policy to maximize the use of observable inputs and minimize the use of unobservable inputs when developing fair value measurements, in accordance with the fair value hierarchy in generally accepted accounting principles.

48

# AMERISERV FINANCIAL, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

## 1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES – (continued)

Fair value measurements for most of our assets are obtained from independent pricing services that we have engaged for this purpose. When available, we, or our independent pricing service, use quoted market prices to measure fair value. If market prices are not available, fair value measurement is based upon models that incorporate available trade, bid, and other market information. Subsequently, all of our financial instruments use either of the foregoing methodologies to determine fair value adjustments recorded to our financial statements. In certain cases, however, when market observable inputs for model-based valuation techniques may not be readily available, we are required to make judgments about assumptions market participants would use in estimating the fair value of financial instruments. The degree of management judgment involved in determining the fair value of a financial instrument is dependent upon the availability of quoted market prices or observable market parameters. For financial instruments that trade actively and have quoted market prices or observable market parameters, there is minimal subjectivity involved in measuring fair value. When observable market prices and parameters are not fully available, management judgment is necessary to estimate fair value. In addition, changes in the market conditions may reduce the availability of quoted prices or observable data. When market data is not available, we use valuation techniques requiring more management judgment to estimate the appropriate fair value measurement. Therefore, the results cannot be determined with precision and may not be realized in an actual sale or immediate settlement of the asset. Additionally, there may be inherent weaknesses in any calculation technique, and changes in the underlying assumptions used, including discount rates and estimates of future cash flows, that could significantly affect the results of current or future valuations.

RECENT ACCOUNTING STANDARDS:

In January 2016, the FASB issued ASU 2016-01, Financial Instruments — Overall (Subtopic 825-10): Recognition and Measurement of Financial Assets and Financial Liabilities. This Update applies to all entities that hold financial assets or owe financial liabilities and is intended to provide more useful information on the recognition, measurement, presentation, and disclosure of financial instruments. For public business entities, the amendments in this Update are effective for fiscal years beginning after December 15, 2017, including interim periods within those fiscal years. All entities that are not public business entities may adopt the amendments in this Update earlier as of the fiscal years beginning after December 15, 2017, including interim periods within those fiscal years. The Company is currently evaluating the impact the adoption of the standard will have on the Company’s financial position or results of operations.

In February 2016, the FASB issued ASU 2016-02, Leases (Topic 842). The standard requires lessees to recognize the assets and liabilities that arise from leases on the balance sheet. A lessee should recognize in the statement of financial position a liability to make lease payments (the lease liability) and a right-of-use asset representing its right to use the underlying asset for the lease term. A short-term lease is defined as one in which (a) the lease term is 12 months or less and (b) there is not an option to purchase the underlying asset that the lessee is reasonably certain to exercise. For short-term leases, lessees may elect to recognize lease payments over the lease term on a straight-line basis. For public business entities, the amendments in this Update are effective for fiscal years beginning after December 15, 2018, and interim periods within those years. For all other entities, the amendments in this Update are effective for fiscal years beginning after December 15, 2019, and for interim periods within fiscal years beginning after December 15, 2020. The amendments should be applied at the beginning of the earliest period presented using a modified retrospective approach with earlier application permitted as of the beginning of an interim or annual reporting period. The Company is currently assessing the practical measures it may elect at adoption, but does not anticipate the amendment will have a significant impact to the financial statements. Based on the Company’s preliminary analysis of its current portfolio, the Company expects to recognize a right of use asset and a lease liability for its operating leases commitments. The Company also anticipates additional disclosures to be provided at adoption.

49

# AMERISERV FINANCIAL, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

## 1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES – (continued)

In March 2016, the FASB issued ASU 2016-05, Derivatives and Hedging (Topic 815). The amendments in this Update apply to all reporting entities for which there is a change in the counterparty to a derivative instrument that has been designated as a heading instrument under Topic 815. The standards in this Update clarify that a change in the counterparty to a derivative instrument that has been designated as the hedging instrument under Topic 815 does not, in and of itself, require designation of that hedging relationship provided that all other hedge accounting criteria continue to be met. For public business entities, the amendments in this Update are effective for financial statements issued for fiscal years beginning after December 15, 2016, and interim periods within those fiscal years. For all other entities, the amendments in this Update are effective for financial statements issued for fiscal years beginning after December 15, 2017, and interim periods within fiscal years beginning after December 15, 2018. An entity has an option to apply the amendments in this Update on either a prospective basis or a modified retrospective basis. Early adoption is permitted, including adoption in an interim period. This Update is not expected to have a significant impact on the Company’s financial statements.

In June 2016, the FASB issued ASU 2016-13, Financial Instruments — Credit Losses: Measurement of Credit Losses on Financial Instruments (“ASU 2016-13”), which changes the impairment model for most financial assets. This Update is intended to improve financial reporting by requiring timelier recording of credit losses on loans and other financial instruments held by financial institutions and other organizations. The underlying premise of the Update is that financial assets measured at amortized cost should be presented at the net amount expected to be collected, through an allowance for credit losses that is deducted from the amortized cost basis. The allowance for credit losses should reflect management’s current estimate of credit losses that are expected to occur over the remaining life of a financial asset. The income statement will be effected for the measurement of credit losses for newly recognized financial assets, as well as the expected increases or decreases of expected credit losses that have taken place during the period. ASU 2016-13 is effective for annual and interim periods beginning after December 15, 2019, and early adoption is permitted for annual and interim periods beginning after December 15, 2018. With certain exceptions, transition to the new requirements will be through a cumulative effect adjustment to opening retained earnings as of the beginning of the first reporting period in which the guidance is adopted. The Company is currently evaluating the impact that the Update will have on our consolidated financial statements. The overall impact of the amendment will be affected by the portfolio composition and quality at the adoption date as well as economic conditions and forecasts at that time.

In January 2017, the FASB issued ASU No. 2017-03 “Accounting Changes and Error Corrections (Topic 250) and Investments — Equity Method and Joint Ventures (Topic 323): Amendments to SEC Paragraphs Pursuant to Staff Announcements at the September 22, 2016 and November 17, 2016 EITF Meetings.” ASU 2017-03 provides amendments that add paragraph 250-10-S99-6 which includes the text of “SEC Staff Announcement: Disclosure of the Impact That Recently Issued Accounting Standards Will Have on the Financial Statements of a Registrant When Such Standards Are Adopted in a Future Period (in accordance with Staff Accounting Bulletin (SAB) Topic 11.M). This announcement applies to ASU No. 2014-09, Revenue from Contracts with Customers (Topic 606); ASU No. 2016-02, Leases (Topic 842); and ASU 2016-03, Financial Instruments — Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments, and subsequent amendments. The Company has enhanced its disclosures regarding the impact that recently issued accounting standards adopted in a future period will have on its accounting and disclosures in this footnote.

## 2. CASH AND DUE FROM DEPOSITORY INSTITUTIONS

Included in “Cash and due from depository institutions” are required federal reserves of $6,000 for December 31, 2016 and $2,000 for December 31, 2015, respectively, for facilitating the implementation of monetary policy by the Federal Reserve System. The required reserves are computed by applying prescribed ratios to the classes of average deposit balances. These are held in the form of vault cash and a depository amount held with the Federal Reserve Bank.

50

# AMERISERV FINANCIAL, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

## 3. INVESTMENT SECURITIES

The cost basis and fair values of investment securities are summarized as follows:

Investment securities available for sale:

|  | AT DECEMBER 31, 2016
|  | COST BASIS |  | GROSS UNREALIZED GAINS |  | GROSS UNREALIZED LOSSES |  | FAIR VALUE
|  | (IN THOUSANDS)
U.S. Agency |  | $ | 400 |  |  | $ | — |  |  | $ | (2 | ) |  | $ | 398 |
Taxable municipal |  |  | 3,793 |  |  |  | 3 |  |  |  | (174 | ) |  |  | 3,622 |
Corporate bonds |  |  | 34,403 |  |  |  | 194 |  |  |  | (724 | ) |  |  | 33,873 |
U.S. Agency mortgage-backed securities |  |  | 88,738 |  |  |  | 1,132 |  |  |  | (686 | ) |  |  | 89,184 |
Total |  | $ | 127,334 |  |  | $ | 1,329 |  |  | $ | (1,586 | ) |  | $ | 127,077 |

Investment securities held to maturity:

|  | AT DECEMBER 31, 2016
|  | COST BASIS |  | GROSS UNREALIZED GAINS |  | GROSS UNREALIZED LOSSES |  | FAIR VALUE
|  | (IN THOUSANDS)
U.S. Agency mortgage-backed securities |  | $ | 11,177 |  |  | $ | 180 |  |  | $ | (79 | ) |  | $ | 11,278 |
Taxable municipal |  |  | 13,441 |  |  |  | 70 |  |  |  | (348 | ) |  |  | 13,163 |
Corporate bonds and other securities |  |  | 6,047 |  |  |  | 15 |  |  |  | (83 | ) |  |  | 5,979 |
Total |  | $ | 30,665 |  |  | $ | 265 |  |  | $ | (510 | ) |  | $ | 30,420 |

Investment securities available for sale:

|  | AT DECEMBER 31, 2015
|  | COST BASIS |  | GROSS UNREALIZED GAINS |  | GROSS UNREALIZED LOSSES |  | FAIR VALUE
|  | (IN THOUSANDS)
U.S. Agency |  | $ | 2,900 |  |  | $ | — |  |  | $ | (19 | ) |  | $ | 2,881 |
Corporate bonds |  |  | 18,541 |  |  |  | 18 |  |  |  | (307 | ) |  |  | 18,252 |
U.S. Agency mortgage-backed securities |  |  | 96,801 |  |  |  | 1,975 |  |  |  | (442 | ) |  |  | 98,334 |
Total |  | $ | 118,242 |  |  | $ | 1,993 |  |  | $ | (768 | ) |  | $ | 119,467 |

Investment securities held to maturity:

|  | AT DECEMBER 31, 2015
|  | COST BASIS |  | GROSS UNREALIZED GAINS |  | GROSS UNREALIZED LOSSES |  | FAIR VALUE
|  | (IN THOUSANDS)
U.S. Agency mortgage-backed securities |  | $ | 10,827 |  |  | $ | 247 |  |  | $ | (53 | ) |  | $ | 11,021 |
Taxable municipal |  |  | 5,592 |  |  |  | 67 |  |  |  | (65 | ) |  |  | 5,594 |
Corporate bonds and other securities |  |  | 5,000 |  |  |  | 3 |  |  |  | (85 | ) |  |  | 4,918 |
Total |  | $ | 21,419 |  |  | $ | 317 |  |  | $ | (203 | ) |  | $ | 21,533 |

Maintaining investment quality is a primary objective of the Company’s investment policy which, subject to certain limited exceptions, prohibits the purchase of any investment security below a Moody’s Investors Service or Standard & Poor’s rating of A. At December 31, 2016, 63.5% of the portfolio was rated AAA as

51

# AMERISERV FINANCIAL, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

## 3. INVESTMENT SECURITIES – (continued)

compared to 79.1% at December 31, 2015. 10.1% of the portfolio was rated below A or unrated on December 31, 2016. The Company and its subsidiaries, collectively, did not hold securities of any single issuer, excluding U.S. Treasury and U.S. Agencies, that exceeded 10% of shareholders’ equity at December 31, 2016.

The book value of securities, both available for sale and held to maturity, pledged to secure public and trust deposits, and certain Federal Home Loan Bank borrowings was $104,953,000 at December 31, 2016 and $87,096,000 at December 31, 2015.

The Company realized $183,000 of gross investment security gains and $6,000 of gross investment security losses in 2016 and $107,000 of gross investment security gains and $36,000 of investment security losses in 2015, and $182,000 of gross investment gains and $5,000 of gross investment security losses in 2014. On a net basis, the realized gain for 2016 was $117,000 after factoring in tax expense of $60,000 and the realized gain for 2015 was $47,000 after factoring in tax expense of $24,000, and the realized gain for 2014 was $117,000 after factoring in tax expense of $60,000. Proceeds from sales of investment securities available for sale were $9.0 million for 2016, $3.6 million for 2015, and $5.2 million during 2014.

The following table sets forth the contractual maturity distribution of the investment securities, cost basis and fair market values, and the weighted average yield for each type and range of maturity as of December 31, 2016. Yields are not presented on a tax-equivalent basis, but are based upon the cost basis and are weighted for the scheduled maturity. The Company’s consolidated investment securities portfolio had an effective duration of approximately 3.43 years. The weighted average expected maturity for available for sale securities at December 31, 2016 for U.S. Agency, U.S. Agency Mortgage-Backed and Corporate Bond securities was 1.36, 3.84 and 4.90 years, respectively. The weighted average expected maturity for held to maturity securities at December 31, 2016 for U.S. Agency Mortgage-Backed and Corporate Bonds/Taxable Municipals and other securities were 4.02 and 6.22 years.

Investment securities available for sale:

|  | AT DECEMBER 31, 2016
|  | U.S. AGENCY |  | U.S. AGENCY MORTGAGE-BACKED SECURITIES |  | CORPORATE BONDS AND OTHER |  | TOTAL INVESTMENT SECURITIES AVAILABLE FOR SALE
|  | (IN THOUSANDS, EXCEPT YIELDS)
COST BASIS |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
Within 1 year |  | $ | — |  |  |  | —% |  |  | $ | — |  |  |  | —% |  |  | $ | 5,000 |  |  |  | 2.17 | % |  | $ | 5,000 |  |  |  | 2.17 | %
After 1 year but within 5 years |  |  | 400 |  |  |  | 1.03 |  |  |  | 322 |  |  |  | 4.24 |  |  |  | 6,002 |  |  |  | 2.88 |  |  |  | 6,724 |  |  |  | 2.84 |
After 5 years but within 10 years |  |  | — |  |  |  | — |  |  |  | 17,628 |  |  |  | 3.10 |  |  |  | 25,263 |  |  |  | 3.39 |  |  |  | 42,891 |  |  |  | 3.27 |
After 10 years but within 15 years |  |  | — |  |  |  | — |  |  |  | 37,484 |  |  |  | 2.29 |  |  |  | 1,931 |  |  |  | 3.68 |  |  |  | 39,415 |  |  |  | 2.35 |
Over 15 years |  |  | — |  |  |  | — |  |  |  | 33,304 |  |  |  | 2.12 |  |  |  | — |  |  |  | — |  |  |  | 33,304 |  |  |  | 2.12 |
Total |  | $ | 400 |  |  |  | 1.03 |  |  | $ | 88,738 |  |  |  | 2.39 |  |  | $ | 38,196 |  |  |  | 3.16 |  |  | $ | 127,334 |  |  |  | 2.62 |
FAIR VALUE |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
Within 1 year |  | $ | — |  |  |  |  |  |  | $ | — |  |  |  |  |  |  | $ | 4,981 |  |  |  |  |  |  | $ | 4,981 |  |  |  |  |
After 1 year but within 5 years |  |  | 398 |  |  |  |  |  |  |  | 331 |  |  |  |  |  |  |  | 5,917 |  |  |  |  |  |  |  | 6,646 |  |  |  |  |
After 5 years but within 10 years |  |  | — |  |  |  |  |  |  |  | 18,194 |  |  |  |  |  |  |  | 24,789 |  |  |  |  |  |  |  | 42,983 |  |  |  |  |
After 10 years but within 15 years |  |  | — |  |  |  |  |  |  |  | 37,288 |  |  |  |  |  |  |  | 1,808 |  |  |  |  |  |  |  | 39,096 |  |  |  |  |
Over 15 years |  |  | — |  |  |  |  |  |  |  | 33,371 |  |  |  |  |  |  |  | — |  |  |  |  |  |  |  | 33,371 |  |  |  |  |
Total |  | $ | 398 |  |  |  |  |  |  | $ | 89,184 |  |  |  |  |  |  | $ | 37,495 |  |  |  |  |  |  | $ | 127,077 |  |  |  |  |

52

# AMERISERV FINANCIAL, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

## 3. INVESTMENT SECURITIES – (continued)

Investment securities held to maturity:

|  | AT DECEMBER 31, 2016
|  | U.S. AGENCY MORTGAGE-BACKED SECURITIES |  | CORPORATE BONDS AND OTHER |  | TOTAL INVESTMENT SECURITIES HELD TO MATURITY
|  | (IN THOUSANDS, EXCEPT YIELDS)
COST BASIS |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
Within 1 year |  | $ | — |  |  |  | —% |  |  | $ | — |  |  |  | —% |  |  | $ | — |  |  |  | —% |
After 1 year but within 5 years |  |  | — |  |  |  | — |  |  |  | 3,400 |  |  |  | 1.87 |  |  |  | 3,400 |  |  |  | 1.87 |
After 5 years but within 10 years |  |  | 2,835 |  |  |  | 2.40 |  |  |  | 8,134 |  |  |  | 3.73 |  |  |  | 10,969 |  |  |  | 3.39 |
After 10 years but within 15 years |  |  | 1,458 |  |  |  | 3.33 |  |  |  | 6,882 |  |  |  | 3.50 |  |  |  | 8,340 |  |  |  | 3.47 |
Over 15 years |  |  | 6,884 |  |  |  | 2.90 |  |  |  | 1,072 |  |  |  | 4.54 |  |  |  | 7,956 |  |  |  | 3.12 |
Total |  | $ | 11,177 |  |  |  | 2.83 |  |  | $ | 19,488 |  |  |  | 3.37 |  |  | $ | 30,665 |  |  |  | 3.17 |
FAIR VALUE |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
Within 1 year |  | $ | — |  |  |  |  |  |  | $ | — |  |  |  |  |  |  | $ | — |  |  |  |  |
After 1 year but within 5 years |  |  | — |  |  |  |  |  |  |  | 3,351 |  |  |  |  |  |  |  | 3,351 |  |  |  |  |
After 5 years but within 10 years |  |  | 2,810 |  |  |  |  |  |  |  | 8,016 |  |  |  |  |  |  |  | 10,826 |  |  |  |  |
After 10 years but within 15 years |  |  | 1,510 |  |  |  |  |  |  |  | 6,687 |  |  |  |  |  |  |  | 8,197 |  |  |  |  |
Over 15 years |  |  | 6,958 |  |  |  |  |  |  |  | 1,088 |  |  |  |  |  |  |  | 8,046 |  |  |  |  |
Total |  | $ | 11,278 |  |  |  |  |  |  | $ | 19,142 |  |  |  |  |  |  | $ | 30,420 |  |  |  |  |

The following tables present information concerning investments with unrealized losses as of December 31, 2016 (in thousands):

Total investment securities: |  | LESS THAN 12 MONTHS |  | 12 MONTHS OR LONGER |  | TOTAL
| FAIR VALUE |  | UNREALIZED LOSSES |  | FAIR VALUE |  | UNREALIZED LOSSES |  | FAIR VALUE |  | UNREALIZED LOSSES
U.S. Agency |  | $ | 398 |  |  | $ | (2 | ) |  | $ | — |  |  | $ | — |  |  | $ | 398 |  |  | $ | (2 | )
U.S. Agency mortgage-backed securities |  |  | 49,918 |  |  |  | (703 | ) |  |  | 1,576 |  |  |  | (62 | ) |  |  | 51,494 |  |  |  | (765 | )
Taxable municipal |  |  | 13,301 |  |  |  | (522 | ) |  |  | — |  |  |  | — |  |  |  | 13,301 |  |  |  | (522 | )
Corporate bonds and other securities |  |  | 20,380 |  |  |  | (570 | ) |  |  | 6,762 |  |  |  | (237 | ) |  |  | 27,142 |  |  |  | (807 | )
Total |  | $ | 83,997 |  |  | $ | (1,797 | ) |  | $ | 8,338 |  |  | $ | (299 | ) |  | $ | 92,335 |  |  | $ | (2,096 | )

The following tables present information concerning investments with unrealized losses as of December 31, 2015 (in thousands):

Total investment securities: |  | LESS THAN 12 MONTHS |  | 12 MONTHS OR LONGER |  | TOTAL
| FAIR VALUE |  | UNREALIZED LOSSES |  | FAIR VALUE |  | UNREALIZED LOSSES |  | FAIR VALUE |  | UNREALIZED LOSSES
U.S. Agency |  | $ | 1,486 |  |  | $ | (14 | ) |  | $ | 395 |  |  | $ | (5 | ) |  | $ | 1,881 |  |  | $ | (19 | )
U.S. Agency mortgage-backed securities |  |  | 33,359 |  |  |  | (245 | ) |  |  | 9,088 |  |  |  | (250 | ) |  |  | 42,447 |  |  |  | (495 | )
Taxable municipal |  |  | 3,617 |  |  |  | (65 | ) |  |  | — |  |  |  | — |  |  |  | 3,617 |  |  |  | (65 | )
Corporate bonds and other securities |  |  | 8,884 |  |  |  | (160 | ) |  |  | 7,766 |  |  |  | (232 | ) |  |  | 16,650 |  |  |  | (392 | )
Total |  | $ | 47,346 |  |  | $ | (484 | ) |  | $ | 17,249 |  |  | $ | (487 | ) |  | $ | 64,595 |  |  | $ | (971 | )

53

# AMERISERV FINANCIAL, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

## 3. INVESTMENT SECURITIES – (continued)

The unrealized losses are primarily a result of increases in market yields from the time of purchase. In general, as market yields rise, the value of securities will decrease; as market yields fall, the fair value of securities will increase. There are 110 positions that are considered temporarily impaired at December 31, 2016. Management generally views changes in fair value caused by changes in interest rates as temporary; therefore, these securities have not been classified as other-than-temporarily impaired. Management has also concluded that based on current information we expect to continue to receive scheduled interest payments as well as the entire principal balance. Furthermore, management does not intend to sell these securities and does not believe it will be required to sell these securities before they recover in value or mature.

## 4. LOANS

The loan portfolio of the Company consisted of the following:

|  | AT DECEMBER 31,
|  | 2016 |  | 2015
|  | (IN THOUSANDS)
Commercial |  | $ | 171,529 |  |  | $ | 181,066 |
Commercial loans secured by real estate |  |  | 446,598 |  |  |  | 421,637 |
Real estate-mortgage |  |  | 245,765 |  |  |  | 257,937 |
Consumer |  |  | 19,872 |  |  |  | 20,344 |
Loans, net of unearned income |  | $ | 883,764 |  |  | $ | 880,984 |

Loan balances at December 31, 2016 and 2015 are net of unearned income of $476,000 and $557,000, respectively. Real estate construction loans comprised 4.7% and 3.0% of total loans net of unearned income at December 31, 2016 and 2015, respectively. The Company has no exposure to subprime mortgage loans in either the loan or investment portfolios. The Company has no direct loan exposure to foreign countries. Additionally, the Company has no significant industry lending concentrations. As of December 31, 2016 and 2015, loans to customers engaged in similar activities and having similar economic characteristics, as defined by standard industrial classifications, did not exceed 10% of total loans. Additionally, the majority of the Company’s lending occurs within a 250 mile radius of the Johnstown market.

In the ordinary course of business, the subsidiaries have transactions, including loans, with their officers, directors, and their affiliated companies. In management’s opinion, these transactions were on substantially the same terms as those prevailing at the time for comparable transactions with unaffiliated parties and do not involve more than the normal credit risk. These loans totaled $578,000 and $846,000 at December 31, 2016 and 2015, respectively.

## 5. ALLOWANCE FOR LOAN LOSSES

The following table summarizes the rollforward of the allowance for loan losses by portfolio segment (in thousands).

|  | BALANCE AT DECEMBER 31, 2015 |  | CHARGE- OFFS |  | RECOVERIES |  | PROVISION (CREDIT) |  | BALANCE AT DECEMBER 31, 2016
Commercial |  | $ | 4,244 |  |  | $ | (3,648 | ) |  | $ | 140 |  |  | $ | 3,305 |  |  | $ | 4,041 |
Commercial loans secured by real estate |  |  | 3,449 |  |  |  | (13 | ) |  |  | 40 |  |  |  | 108 |  |  |  | 3,584 |
Real estate-mortgage |  |  | 1,173 |  |  |  | (291 | ) |  |  | 147 |  |  |  | 140 |  |  |  | 1,169 |
Consumer |  |  | 151 |  |  |  | (344 | ) |  |  | 30 |  |  |  | 314 |  |  |  | 151 |
Allocation for general risk |  |  | 904 |  |  |  | — |  |  |  | — |  |  |  | 83 |  |  |  | 987 |
Total |  | $ | 9,921 |  |  | $ | (4,296 | ) |  | $ | 357 |  |  | $ | 3,950 |  |  | $ | 9,932 |

54

# AMERISERV FINANCIAL, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

## 5. ALLOWANCE FOR LOAN LOSSES – (continued)

|  | BALANCE AT DECEMBER 31, 2014 |  | CHARGE- OFFS |  | RECOVERIES |  | PROVISION (CREDIT) |  | BALANCE AT DECEMBER 31, 2015
Commercial |  | $ | 3,262 |  |  | $ | (170 | ) |  | $ | 101 |  |  | $ | 1,051 |  |  | $ | 4,244 |
Commercial loans secured by real estate |  |  | 3,902 |  |  |  | (250 | ) |  |  | 111 |  |  |  | (314 | ) |  |  | 3,449 |
Real estate-mortgage |  |  | 1,310 |  |  |  | (753 | ) |  |  | 171 |  |  |  | 445 |  |  |  | 1,173 |
Consumer |  |  | 190 |  |  |  | (188 | ) |  |  | 26 |  |  |  | 123 |  |  |  | 151 |
Allocation for general risk |  |  | 959 |  |  |  | — |  |  |  | — |  |  |  | (55 | ) |  |  | 904 |
Total |  | $ | 9,623 |  |  | $ | (1,361 | ) |  | $ | 409 |  |  | $ | 1,250 |  |  | $ | 9,921 |

|  | BALANCE AT DECEMBER 31, 2013 |  | CHARGE- OFFS |  | RECOVERIES |  | PROVISION (CREDIT) |  | BALANCE AT DECEMBER 31, 2014
Commercial |  | $ | 2,844 |  |  | $ | (172 | ) |  | $ | 141 |  |  | $ | 449 |  |  | $ | 3,262 |
Commercial loans secured by real estate |  |  | 4,885 |  |  |  | (708 | ) |  |  | 231 |  |  |  | (506 | ) |  |  | 3,902 |
Real estate-mortgage |  |  | 1,260 |  |  |  | (322 | ) |  |  | 71 |  |  |  | 301 |  |  |  | 1,310 |
Consumer |  |  | 136 |  |  |  | (121 | ) |  |  | 24 |  |  |  | 151 |  |  |  | 190 |
Allocation for general risk |  |  | 979 |  |  |  | — |  |  |  | — |  |  |  | (20 | ) |  |  | 959 |
Total |  | $ | 10,104 |  |  | $ | (1,323 | ) |  | $ | 467 |  |  | $ | 375 |  |  | $ | 9,623 |

The higher provision for commercial loans was necessary due to the charge-off of a $3.3 million loan to a customer in the fracking industry that filed for bankruptcy protection in the first quarter. This is the Company’s only meaningful direct loan exposure to the energy industry. The higher provision was also needed to support the continuing growth of the loan portfolio and cover net loan charge-offs. At December 31, 2016, non-performing assets totaled $1.6 million, or 0.18% of total loans.

The following tables summarize the loan portfolio and allowance for loan loss by the primary segments of the loan portfolio.

|  | AT DECEMBER 31, 2016
|  | (IN THOUSANDS)
Loans: |  | COMMERCIAL |  | COMMERCIAL LOANS SECURED BY REAL ESTATE |  | REAL ESTATE- MORTGAGE |  | CONSUMER |  | TOTAL
Individually evaluated for impairment |  | $ | 496 |  |  | $ | 178 |  |  | $ | — |  |  | $ | — |  |  | $ | 674 |
Collectively evaluated for impairment |  |  | 171,033 |  |  |  | 446,420 |  |  |  | 245,765 |  |  |  | 19,872 |  |  |  | 883,090 |
Total loans |  | $ | 171,529 |  |  | $ | 446,598 |  |  | $ | 245,765 |  |  | $ | 19,872 |  |  | $ | 883,764 |

|  | AT DECEMBER 31, 2016
|  | (IN THOUSANDS)
Allowance for loan losses: |  | COMMERCIAL |  | COMMERCIAL LOANS SECURED BY REAL ESTATE |  | REAL ESTATE- MORTGAGE |  | CONSUMER |  | ALLOCATION FOR GENERAL RISK |  | TOTAL
Specific reserve allocation |  | $ | 496 |  |  | $ | 31 |  |  | $ | — |  |  | $ | — |  |  | $ | — |  |  | $ | 527 |
General reserve allocation |  |  | 3,545 |  |  |  | 3,553 |  |  |  | 1,169 |  |  |  | 151 |  |  |  | 987 |  |  |  | 9,405 |
Total allowance for loan losses |  | $ | 4,041 |  |  | $ | 3,584 |  |  | $ | 1,169 |  |  | $ | 151 |  |  | $ | 987 |  |  | $ | 9,932 |

55

# AMERISERV FINANCIAL, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

## 5. ALLOWANCE FOR LOAN LOSSES – (continued)

|  | AT DECEMBER 31, 2015
|  | (IN THOUSANDS)
Loans: |  | COMMERCIAL |  | COMMERCIAL LOANS SECURED BY REAL ESTATE |  | REAL ESTATE- MORTGAGE |  | CONSUMER |  | TOTAL
Individually evaluated for impairment |  | $ | 4,416 |  |  | $ | 86 |  |  | $ | — |  |  | $ | — |  |  | $ | 4,502 |
Collectively evaluated for impairment |  |  | 176,650 |  |  |  | 421,551 |  |  |  | 257,937 |  |  |  | 20,344 |  |  |  | 876,482 |
Total loans |  | $ | 181,066 |  |  | $ | 421,637 |  |  | $ | 257,937 |  |  | $ | 20,344 |  |  | $ | 880,984 |

|  | AT DECEMBER 31, 2015
|  | (IN THOUSANDS)
Allowance for loan losses: |  | COMMERCIAL |  | COMMERCIAL LOANS SECURED BY REAL ESTATE |  | REAL ESTATE- MORTGAGE |  | CONSUMER |  | ALLOCATION FOR GENERAL RISK |  | TOTAL
Specific reserve allocation |  | $ | 1,387 |  |  | $ | — |  |  | $ | — |  |  | $ | — |  |  | $ | — |  |  | $ | 1,387 |
General reserve allocation |  |  | 2,857 |  |  |  | 3,449 |  |  |  | 1,173 |  |  |  | 151 |  |  |  | 904 |  |  |  | 8,534 |
Total allowance for loan losses |  | $ | 4,244 |  |  | $ | 3,449 |  |  | $ | 1,173 |  |  | $ | 151 |  |  | $ | 904 |  |  | $ | 9,921 |

The segments of the Company’s loan portfolio are disaggregated to a level that allows management to monitor risk and performance. The loan segments used are consistent with the internal reports evaluated by the Company’s management and Board of Directors to monitor risk and performance within various segments of its loan portfolio and therefore, no further disaggregation into classes is necessary. The overall risk profile for the commercial and commercial real estate loan segments are impacted by non-owner occupied CRE loans, which include loans secured by non-owner occupied nonfarm nonresidential properties, as a meaningful but closely monitored portion of the commercial portfolio is centered in these types of accounts. The residential mortgage loan segment is comprised of first lien amortizing residential mortgage loans and home equity loans secured by residential real estate. The consumer loan segment consists primarily of installment loans and overdraft lines of credit connected with customer deposit accounts.

Management evaluates for possible impairment any individual loan in the commercial or commercial real estate segment with a loan balance in excess of $100,000 that is in nonaccrual status or classified as a Troubled Debt Restructure (TDR). Loans are considered to be impaired when, based on current information and events, it is probable that the Company will be unable to collect the scheduled payments of principal or interest when due according to the contractual terms of the loan agreement. Factors considered by management in evaluating impairment include payment status, collateral value, and the probability of collecting scheduled principal and interest payments when due. Management determines the significance of payment delays and payment shortfalls on a case-by-case basis, taking into consideration all of the circumstances surrounding the loan and the borrower, including the length of the delay, the reasons for the delay, the borrower’s prior payment record, and the amount of the shortfall in relation to the principal and interest owed. The Company does not separately evaluate individual consumer and residential mortgage loans for impairment, unless such loans are part of a larger relationship that is impaired, or are classified as a TDR.

Once the determination has been made that a loan is impaired, the determination of whether a specific allocation of the allowance is necessary is measured by comparing the recorded investment in the loan to the fair value of the loan using one of three methods: (a) the present value of expected future cash flows discounted at the loan’s effective interest rate; (b) the loan’s observable market price; or (c) the fair value of the collateral less selling costs for collateral dependent loans. The method is selected on a loan-by-loan basis,

56

# AMERISERV FINANCIAL, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

## 5. ALLOWANCE FOR LOAN LOSSES – (continued)

with management primarily utilizing the fair value of collateral method. The evaluation of the need and amount of a specific allocation of the allowance and whether a loan can be removed from impairment status is made on a quarterly basis. The Company’s policy for recognizing interest income on impaired loans does not differ from its overall policy for interest recognition.

The need for an updated appraisal on collateral dependent loans is determined on a case-by-case basis. The useful life of an appraisal or evaluation will vary depending upon the circumstances of the property and the economic conditions in the marketplace. A new appraisal is not required if there is an existing appraisal which, along with other information, is sufficient to determine a reasonable value for the property and to support an appropriate and adequate allowance for loan losses. At a minimum, annual documented reevaluation of the property is completed by the Bank’s internal Assigned Risk Department to support the value of the property.

When reviewing an appraisal associated with an existing collateral real estate dependent transaction, the Bank’s internal Assigned Risk Department must determine if there have been material changes to the underlying assumptions in the appraisal which affect the original estimate of value. Some of the factors that could cause material changes to reported values include:

| • | the passage of time;

| • | the volatility of the local market;

| • | the availability of financing;

| • | natural disasters;

| • | the inventory of competing properties;

| • | new improvements to, or lack of maintenance of, the subject property or competing properties upon physical inspection by the Bank;

| • | changes in underlying economic and market assumptions, such as material changes in current and projected vacancy, absorption rates, capitalization rates, lease terms, rental rates, sales prices, concessions, construction overruns and delays, zoning changes, etc.; and/or

| • | environmental contamination.

The value of the property is adjusted to appropriately reflect the above listed factors and the value is discounted to reflect the value impact of a forced or distressed sale, any outstanding senior liens, any outstanding unpaid real estate taxes, transfer taxes and closing costs that would occur with sale of the real estate. If the Assigned Risk Department personnel determine that a reasonable value cannot be derived based on available information, a new appraisal is ordered. The determination of the need for a new appraisal, versus completion of a property valuation by the Bank’s Assigned Risk Department personnel rests with the Assigned Risk Department and not the originating account officer.

57

# AMERISERV FINANCIAL, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

## 5. ALLOWANCE FOR LOAN LOSSES – (continued)

The following tables present impaired loans by class, segregated by those for which a specific allowance was required and those for which a specific allowance was not necessary.

|  | AT DECEMBER 31, 2016
|  | IMPAIRED LOANS WITH SPECIFIC ALLOWANCE |  | IMPAIRED LOANS WITH NO SPECIFIC ALLOWANCE |  | TOTAL IMPAIRED LOANS
|  | RECORDED INVESTMENT |  | RELATED ALLOWANCE |  | RECORDED INVESTMENT |  | RECORDED INVESTMENT |  | UNPAID PRINCIPAL BALANCE
|  | (IN THOUSANDS)
Commercial |  | $ | 496 |  |  | $ | 496 |  |  | $ | — |  |  | $ | 496 |  |  | $ | 517 |
Commercial loans secured by real estate |  |  | 162 |  |  |  | 31 |  |  |  | 16 |  |  |  | 178 |  |  |  | 209 |
Total impaired loans |  | $ | 658 |  |  | $ | 527 |  |  | $ | 16 |  |  | $ | 674 |  |  | $ | 726 |

|  | AT DECEMBER 31, 2015
|  | IMPAIRED LOANS WITH SPECIFIC ALLOWANCE |  | IMPAIRED LOANS WITH NO SPECIFIC ALLOWANCE |  | TOTAL IMPAIRED LOANS
|  | RECORDED INVESTMENT |  | RELATED ALLOWANCE |  | RECORDED INVESTMENT |  | RECORDED INVESTMENT |  | UNPAID PRINCIPAL BALANCE
|  | (IN THOUSANDS)
Commercial |  | $ | 4,416 |  |  | $ | 1,387 |  |  | $ | — |  |  | $ | 4,416 |  |  | $ | 4,421 |
Commercial loans secured by real estate |  |  | — |  |  |  | — |  |  |  | 86 |  |  |  | 86 |  |  |  | 522 |
Total impaired loans |  | $ | 4,416 |  |  | $ | 1,387 |  |  | $ | 86 |  |  | $ | 4,502 |  |  | $ | 4,943 |

The following table presents the average recorded investment in impaired loans and related interest income recognized for the periods indicated.

|  | YEAR ENDED DECEMBER 31,
|  | 2016 |  | 2015 |  | 2014
|  | (IN THOUSANDS)
Average impaired balance: |  |  |  |  |  |  |  |  |  |  |  |
Commercial |  | $ | 718 |  |  | $ | 1,271 |  |  | $ | — |
Commercial loans secured by real estate |  |  | 356 |  |  |  | 866 |  |  |  | 1,756 |
Consumer |  |  | — |  |  |  | 9 |  |  |  | — |
Average investment in impaired loans |  | $ | 1,074 |  |  | $ | 2,146 |  |  | $ | 1,756 |
Interest income recognized: |  |  |  |  |  |  |  |  |  |  |  |
Commercial |  | $ | 14 |  |  | $ | 10 |  |  | $ | — |
Commercial loans secured by real estate |  |  | 8 |  |  |  | 17 |  |  |  | 12 |
Consumer |  |  | — |  |  |  | — |  |  |  | — |
Interest income recognized on a cash basis on impaired loans |  | $ | 22 |  |  | $ | 27 |  |  | $ | 12 |

Management uses a nine point internal risk rating system to monitor the credit quality of the overall loan portfolio. The first six categories are considered not criticized. The first five “Pass” categories are aggregated, while the Pass-6, Special Mention, Substandard and Doubtful categories are disaggregated to separate pools. The criticized rating categories utilized by management follow bank regulatory definitions. The Special

58

# AMERISERV FINANCIAL, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

## 5. ALLOWANCE FOR LOAN LOSSES – (continued)

Mention category includes assets that are currently protected but are potentially weak, resulting in an undue and unwarranted credit risk, but not to the point of justifying a Substandard classification. Loans in the Substandard category have well-defined weaknesses that jeopardize the liquidation of the debt, and have a distinct possibility that some loss will be sustained if the weaknesses are not corrected. All loans greater than 90 days past due, or for which any portion of the loan represents a specific allocation of the allowance for loan losses are placed in Substandard or Doubtful.

To help ensure that risk ratings are accurate and reflect the present and future capacity of borrowers to repay a loan as agreed, the Company has a structured loan rating process, which dictates that, at a minimum, credit reviews are mandatory for all commercial and commercial mortgage loan relationships with aggregate balances in excess of $250,000 within a 12-month period. Generally, consumer and residential mortgage loans are included in the Pass categories unless a specific action, such as bankruptcy, delinquency, or death occurs to raise awareness of a possible credit event. The Company’s commercial relationship managers are responsible for the timely and accurate risk rating of the loans in their portfolios at origination and on an ongoing basis. Risk ratings are assigned by the account officer, but require independent review and rating concurrence from the Company’s internal Loan Review Department. The Loan Review Department is an experienced independent function which reports directly to the Board’s Audit Committee. The scope of commercial portfolio coverage by the Loan Review Department is defined and presented to the Audit Committee for approval on an annual basis. The approved scope of coverage for 2015 required review of a minimum range of 50% to 55% of the commercial loan portfolio.

In addition to loan monitoring by the account officer and Loan Review Department, the Company also requires presentation of all credits rated Pass-6 with aggregate balances greater than $1,000,000, all credits rated Special Mention or Substandard with aggregate balances greater than $250,000, and all credits rated Doubtful with aggregate balances greater than $100,000 on an individual basis to the Company’s Loan Loss Reserve Committee on a quarterly basis. Additionally, the Asset Quality Task Force, which is a group comprised of senior level personnel, meets monthly to monitor the status of problem loans.

The following table presents the classes of the loan portfolio summarized by the aggregate Pass and the criticized categories of Special Mention, Substandard and Doubtful within the internal risk rating system.

|  | AT DECEMBER 31, 2016
|  | PASS |  | SPECIAL MENTION |  | SUBSTANDARD |  | DOUBTFUL |  | TOTAL
|  | (IN THOUSANDS)
Commercial |  | $ | 168,116 |  |  | $ | 1,087 |  |  | $ | 1,830 |  |  | $ | 496 |  |  | $ | 171,529 |
Commercial loans secured by real estate |  |  | 436,318 |  |  |  | 7,497 |  |  |  | 2,767 |  |  |  | 16 |  |  |  | 446,598 |
Total |  | $ | 604,434 |  |  | $ | 8,584 |  |  | $ | 4,597 |  |  | $ | 512 |  |  | $ | 618,127 |

|  | AT DECEMBER 31, 2015
|  | PASS |  | SPECIAL MENTION |  | SUBSTANDARD |  | DOUBTFUL |  | TOTAL
|  | (IN THOUSANDS)
Commercial |  | $ | 174,616 |  |  | $ | 1,811 |  |  | $ | 3,318 |  |  | $ | 1,321 |  |  | $ | 181,066 |
Commercial loans secured by real estate |  |  | 416,331 |  |  |  | 3,100 |  |  |  | 2,188 |  |  |  | 18 |  |  |  | 421,637 |
Total |  | $ | 590,947 |  |  | $ | 4,911 |  |  | $ | 5,506 |  |  | $ | 1,339 |  |  | $ | 602,703 |

It is generally the policy of the bank that the outstanding balance of any residential mortgage loan that exceeds 90-days past due as to principal and/or interest is transferred to non-accrual status and an evaluation is completed to determine the fair value of the collateral less selling costs, unless the balance is minor. A charge down is recorded for any deficiency balance determined from the collateral evaluation. The remaining non-accrual balance is reported as impaired with no specific allowance. It is the policy of the bank

59

# AMERISERV FINANCIAL, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

## 5. ALLOWANCE FOR LOAN LOSSES – (continued)

that the outstanding balance of any consumer loan that exceeds 90-days past due as to principal and/or interest is charged off. The following tables present the performing and non-performing outstanding balances of the residential and consumer portfolios.

|  | AT DECEMBER 31, 2016
|  | PERFORMING |  | NON- PERFORMING
|  | (IN THOUSANDS)
Real estate-mortgage |  | $ | 244,836 |  |  | $ | 929 |
Consumer |  |  | 19,872 |  |  |  | — |
Total |  | $ | 264,708 |  |  | $ | 929 |

|  | AT DECEMBER 31, 2015
|  | PERFORMING |  | NON- PERFORMING
|  | (IN THOUSANDS)
Real estate-mortgage |  | $ | 256,149 |  |  | $ | 1,788 |
Consumer |  |  | 20,344 |  |  |  | — |
Total |  | $ | 276,493 |  |  | $ | 1,788 |

Management further monitors the performance and credit quality of the loan portfolio by analyzing the age of the portfolio as determined by the length of time a recorded payment is past due. The following tables present the classes of the loan portfolio summarized by the aging categories of performing loans and nonaccrual loans.

|  | AT DECEMBER 31, 2016
|  | CURRENT |  | 30 – 59 DAYS PAST DUE |  | 60 – 89 DAYS PAST DUE |  | 90 DAYS PAST DUE |  | TOTAL PAST DUE |  | TOTAL LOANS |  | 90 DAYS PAST DUE AND STILL ACCRUING
|  | (IN THOUSANDS)
Commercial |  | $ | 171,292 |  |  | $ | 237 |  |  | $ | — |  |  | $ | — |  |  | $ | 237 |  |  | $ | 171,529 |  |  | $ | — |
Commercial loans secured by real estate |  |  | 446,477 |  |  |  | 121 |  |  |  | — |  |  |  | — |  |  |  | 121 |  |  |  | 446,598 |  |  |  | — |
Real estate-mortgage |  |  | 241,802 |  |  |  | 2,856 |  |  |  | 610 |  |  |  | 497 |  |  |  | 3,963 |  |  |  | 245,765 |  |  |  | — |
Consumer |  |  | 19,795 |  |  |  | 50 |  |  |  | 27 |  |  |  | — |  |  |  | 77 |  |  |  | 19,872 |  |  |  | — |
Total |  | $ | 879,366 |  |  | $ | 3,264 |  |  | $ | 637 |  |  | $ | 497 |  |  | $ | 4,398 |  |  | $ | 883,764 |  |  | $ | — |

|  | AT DECEMBER 31, 2015
|  | CURRENT |  | 30 – 59 DAYS PAST DUE |  | 60 – 89 DAYS PAST DUE |  | 90 DAYS PAST DUE |  | TOTAL PAST DUE |  | TOTAL LOANS |  | 90 DAYS PAST DUE AND STILL ACCRUING
|  | (IN THOUSANDS)
Commercial |  | $ | 176,216 |  |  | $ | 489 |  |  | $ | 4,361 |  |  | $ | — |  |  | $ | 4,850 |  |  | $ | 181,066 |  |  | $ | — |
Commercial loans secured by real estate |  |  | 421,247 |  |  |  | 208 |  |  |  | 182 |  |  |  | — |  |  |  | 390 |  |  |  | 421,637 |  |  |  | — |
Real estate-mortgage |  |  | 254,288 |  |  |  | 2,658 |  |  |  | 442 |  |  |  | 549 |  |  |  | 3,649 |  |  |  | 257,937 |  |  |  | — |
Consumer |  |  | 20,115 |  |  |  | 67 |  |  |  | 162 |  |  |  | — |  |  |  | 229 |  |  |  | 20,344 |  |  |  | — |
Total |  | $ | 871,866 |  |  | $ | 3,422 |  |  | $ | 5,147 |  |  | $ | 549 |  |  | $ | 9,118 |  |  | $ | 880,984 |  |  | $ | — |

60

# AMERISERV FINANCIAL, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

## 5. ALLOWANCE FOR LOAN LOSSES – (continued)

An allowance for loan losses (“ALL”) is maintained to absorb losses from the loan portfolio. The ALL is based on management’s continuing evaluation of the risk characteristics and credit quality of the loan portfolio, assessment of current economic conditions, diversification and size of the portfolio, adequacy of collateral, past and anticipated loss experience, and the amount of non-performing loans.

Loans that are collectively evaluated for impairment are analyzed with general allowances being made as appropriate. For general allowances, historical loss trends are used in the estimation of losses in the current portfolio. These historical loss amounts are complemented by consideration of other qualitative factors.

Management tracks the historical net charge-off activity at each risk rating grade level for the entire commercial portfolio and at the aggregate level for the consumer and residential mortgage portfolios. A historical charge-off factor is calculated utilizing a rolling 12 consecutive historical quarters for the commercial portfolios. This historical charge-off factor for the consumer and residential mortgage portfolios are based on a three year historical average of actual loss experience.

The Company uses a comprehensive methodology and procedural discipline to maintain an ALL to absorb inherent losses in the loan portfolio. The Company believes this is a critical accounting policy since it involves significant estimates and judgments. The allowance consists of three elements: 1) an allowance established on specifically identified problem loans, 2) formula driven general reserves established for loan categories based upon historical loss experience and other qualitative factors which include delinquency, non-performing and TDR loans, loan trends, economic trends, concentrations of credit, trends in loan volume, experience and depth of management, examination and audit results, effects of any changes in lending policies, and trends in policy, financial information, and documentation exceptions, and 3) a general risk reserve which provides support for variance from our assessment of the previously listed qualitative factors, provides protection against credit risks resulting from other inherent risk factors contained in the Company’s loan portfolio, and recognizes the model and estimation risk associated with the specific and formula driven allowances. The qualitative factors used in the formula driven general reserves are evaluated quarterly (and revised if necessary) by the Company’s management to establish allocations which accommodate each of the listed risk factors.

“Pass” rated credits are segregated from “Criticized” and “Classified” credits for the application of qualitative factors.

Management reviews the loan portfolio on a quarterly basis using a defined, consistently applied process in order to make appropriate and timely adjustments to the ALL. When information confirms all or part of specific loans to be uncollectible, these amounts are promptly charged off against the ALL.

61

# AMERISERV FINANCIAL, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

## 6. NON-PERFORMING ASSETS INCLUDING TROUBLED DEBT RESTRUCTURINGS

Non-performing assets are comprised of (i) loans which are on a non-accrual basis, (ii) loans which are contractually past due 90 days or more as to interest or principal payments, (iii) performing loans classified as TDR and (iv) OREO (real estate acquired through foreclosure, in-substance foreclosures and repossessed assets).

The following tables present information concerning non-performing assets including TDR:

|  | AT DECEMBER 31,
|  | 2016 |  | 2015
|  | (IN THOUSANDS, EXCEPT PERCENTAGES)
Non-accrual loans: |  |  |  |  |  |  |  |
Commercial |  | $ | 496 |  |  | $ | 4,260 |
Commercial loans secured by real estate |  |  | 178 |  |  |  | 18 |
Real estate-mortgage |  |  | 929 |  |  |  | 1,788 |
Total |  |  | 1,603 |  |  |  | 6,066 |
Other real estate owned: |  |  |  |  |  |  |  |
Real estate-mortgage |  |  | 21 |  |  |  | 75 |
Total |  |  | 21 |  |  |  | 75 |
Total restructured loans not in non-accrual (TDR) |  |  | — |  |  |  | 156 |
Total non-performing assets including TDR |  | $ | 1,624 |  |  | $ | 6,297 |
Total non-performing assets as a percent of loans, net of unearned income, and other real estate owned |  |  | 0.18 | % |  |  | 0.71 | %

The Company had no loans past due 90 days or more for the periods presented which were accruing interest.

Consistent with accounting and regulatory guidance, the Bank recognizes a TDR when the Bank, for economic or legal reasons related to a borrower’s financial difficulties, grants a concession to the borrower that would not normally be considered. Regardless of the form of concession granted, the Bank’s objective in offering a TDR is to increase the probability of repayment of the borrower’s loan.

To be considered a TDR, both of the following criteria must be met:

| • | the borrower must be experiencing financial difficulties; and

| • | the Bank, for economic or legal reasons related to the borrower’s financial difficulties, grants a concession to the borrower that would not otherwise be considered.

Factors that indicate a borrower is experiencing financial difficulties include, but are not limited to:

| • | the borrower is currently in default on their loan(s);

| • | the borrower has filed for bankruptcy;

| • | the borrower has insufficient cash flows to service their loan(s); and

| • | the borrower is unable to obtain refinancing from other sources at a market rate similar to rates available to a non-troubled debtor.

62

# AMERISERV FINANCIAL, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

## 6. NON-PERFORMING ASSETS INCLUDING TROUBLED DEBT RESTRUCTURINGS – (continued)

Factors that indicate that a concession has been granted include, but are not limited to:

| • | the borrower is granted an interest rate reduction to a level below market rates for debt with similar risk; or

| • | the borrower is granted a material maturity date extension, or extension of the amortization plan to provide payment relief. For purposes of this policy, a material maturity date extension will generally include any maturity date extension, or the aggregate of multiple consecutive maturity date extensions, that exceed 120 days. A restructuring that results in an insignificant delay in payment, i.e. 120 days or less, is not necessarily a TDR. Insignificant payment delays occur when the amount of the restructured payments subject to the delay is insignificant relative to the unpaid principal or collateral value, and will result in an insignificant shortfall in the originally scheduled contractual amount due, and/or the delay in timing of the restructured payment period is insignificant relative to the frequency of payments, the original maturity or the original amortization.

The determination of whether a restructured loan is a TDR requires consideration of all of the facts and circumstances surrounding the modification. No single factor is determinative of whether a restructuring is a TDR. An overall general decline in the economy or some deterioration in a borrower’s financial condition does not automatically mean that the borrower is experiencing financial difficulty. Accordingly, determination of whether a modification is a TDR involves a large degree of judgment.

Any loan modification where the borrower’s aggregate exposure is at least $250,000 and where the loan currently maintains a criticized or classified risk rating, i.e. Special Mention, Substandard or Doubtful, or where the loan will be assigned a criticized or classified rating after the modification is evaluated to determine the need for TDR classification. The specific ALL reserve for loans modified as TDR’s was $527,000 and $1.4 million as of December 31, 2016 and 2015, respectively.

The following table details the TDRs at December 31, 2016 (dollars in thousands).

Loans in non-accrual status |  | # of Loans |  | Current Balance |  | Concession Granted
Commercial |  |  | 2 |  |  | $ | 496 |  |  |  | Extension of maturity date |
Commercial loan secured by real estate |  |  | 1 |  |  |  | 16 |  |  |  | Extension of maturity date |

The following table details the TDRs at December 31, 2015 (dollars in thousands).

Loans in non-accrual status |  | # of Loans |  | Current Balance |  | Concession Granted
Commercial loan secured by real estate |  |  | 6 |  |  | $ | 4,320 |  |  |  | Extension of maturity date |

Loans in accrual status |  | # of Loans |  | Current Balance |  | Concession Granted
Commercial loan secured by real estate |  |  | 1 |  |  | $ | 156 |  |  |  | Extension of maturity date |

The following table details the TDRs at December 31, 2014 (dollars in thousands).

Loans in non-accrual status |  | # of Loans |  | Current Balance |  | Concession Granted
Commercial loan secured by real estate |  |  | 2 |  |  | $ | 210 |  |  |  | Extension of maturity date |

Loans in accrual status |  | # of Loans |  | Current Balance |  | Concession Granted
Commercial loan secured by real estate |  |  | 2 |  |  | $ | 742 |  |  |  | Extension of maturity date |

63

# AMERISERV FINANCIAL, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

## 6. NON-PERFORMING ASSETS INCLUDING TROUBLED DEBT RESTRUCTURINGS – (continued)

In all instances where loans have been modified in troubled debt restructurings the pre- and post-modified balances are the same.

Once a loan is classified as a TDR, this classification will remain until documented improvement in the financial position of the borrower supports confidence that all principal and interest will be paid according to terms. Additionally, the customer must have re-established a track record of timely payments according to the restructured contract terms for a minimum of six consecutive months prior to consideration for removing the loan from non-accrual TDR status. However, a loan will continue to be on non-accrual status until, consistent with our policy, the borrower has made a minimum of six consecutive payments in accordance with the terms of the loan.

There were no loans that were modified as TDR’s in the previous 12 months and defaulted during the reporting periods ending December 31, 2016, 2015 or 2014, respectively.

All TDRs are individually evaluated for impairment and a related allowance is recorded, as needed.

The Company is unaware of any additional loans which are required to either be charged-off or added to the non-performing asset totals disclosed above. OREO is recorded at the lower of 1) fair value minus estimated costs to sell, or 2) carrying cost.

The following table sets forth, for the periods indicated, (1) the gross interest income that would have been recorded if non-accrual loans had been current in accordance with their original terms and had been outstanding throughout the period or since origination if held for part of the period, (2) the amount of interest income actually recorded on such loans, and (3) the net reduction in interest income attributable to such loans.

|  | YEAR ENDED DECEMBER 31,
|  | 2016 |  | 2015 |  | 2014
|  | (IN THOUSANDS)
Interest income due in accordance with original terms |  | $ | 118 |  |  | $ | 94 |  |  | $ | 136 |
Interest income recorded |  |  | — |  |  |  | — |  |  |  | — |
Net reduction in interest income |  | $ | 118 |  |  | $ | 94 |  |  | $ | 136 |

Foreclosed assets acquired in settlement of loans carried at fair value less estimated costs to sell are included in the other assets on the Consolidated Balance Sheet. As of December 31, 2016 and 2015, a total of $21,000 and $75,000, respectively of residential real estate foreclosed assets were included in other assets. As of December 31, 2016, the Company had initiated formal foreclosure procedures on $272,000 of consumer residential mortgages.

## 7. PREMISES AND EQUIPMENT

An analysis of premises and equipment follows:

|  | AT DECEMBER 31,
|  | 2016 |  | 2015
|  | (IN THOUSANDS)
Land |  | $ | 1,198 |  |  | $ | 1,198 |
Premises |  |  | 24,670 |  |  |  | 24,096 |
Furniture and equipment |  |  | 7,949 |  |  |  | 8,291 |
Leasehold improvements |  |  | 708 |  |  |  | 696 |
Total at cost |  |  | 34,525 |  |  |  | 34,281 |
Less: Accumulated depreciation and amortization |  |  | 22,831 |  |  |  | 22,173 |
Premises and equipment, net |  | $ | 11,694 |  |  | $ | 12,108 |

The Company recorded depreciation expense of $1.8 million for both years 2016 and 2015, respectively.

64

# AMERISERV FINANCIAL, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

## 8. DEPOSITS

The following table sets forth the balance of the Company’s deposits:

|  | AT DECEMBER 31,
|  | 2016 |  | 2015
|  | (IN THOUSANDS)
Demand: |  |  |  |  |  |  |  |
Non-interest bearing |  | $ | 188,808 |  |  | $ | 188,947 |
Interest bearing |  |  | 163,801 |  |  |  | 92,037 |
Savings |  |  | 96,475 |  |  |  | 93,949 |
Money market |  |  | 258,978 |  |  |  | 258,818 |
Certificates of deposit in denominations of $100,000 or more |  |  | 27,427 |  |  |  | 31,422 |
Other time |  |  | 232,297 |  |  |  | 238,121 |
Total deposits |  | $ | 967,786 |  |  | $ | 903,294 |

Interest expense on deposits consisted of the following:

|  | YEAR ENDED DECEMBER 31,
|  | 2016 |  | 2015 |  | 2014
|  | (IN THOUSANDS)
Interest bearing demand |  | $ | 317 |  |  | $ | 199 |  |  | $ | 191 |
Savings |  |  | 159 |  |  |  | 156 |  |  |  | 144 |
Money market |  |  | 1,198 |  |  |  | 817 |  |  |  | 761 |
Certificates of deposit in denominations of $100,000 or more |  |  | 283 |  |  |  | 266 |  |  |  | 268 |
Other time |  |  | 3,443 |  |  |  | 3,314 |  |  |  | 3,525 |
Total interest expense |  | $ | 5,400 |  |  | $ | 4,752 |  |  | $ | 4,889 |

The following table sets forth the balance of other time deposits and certificates of deposit of $100,000 or more as of December 31, 2016 maturing in the periods presented:

YEAR: |  | OTHER TIME DEPOSITS |  | CERTIFICATES OF DEPOSIT OF $100,000 OR MORE
|  | (IN THOUSANDS)
2017 |  | $ | 78,380 |  |  | $ | 21,388 |
2018 |  |  | 55,053 |  |  |  | 2,962 |
2019 |  |  | 37,017 |  |  |  | 1,818 |
2020 |  |  | 32,134 |  |  |  | 1,160 |
2021 |  |  | 11,835 |  |  |  | — |
2022 and after |  |  | 17,878 |  |  |  | 99 |
Total |  | $ | 232,297 |  |  | $ | 27,427 |

The maturities on certificates of deposit greater than $100,000 or more as of December 31, 2016, are as follows:

MATURING IN: |  | (IN THOUSANDS)
Three months or less |  | $ | 5,800 |
Over three through six months |  |  | 8,753 |
Over six through twelve months |  |  | 6,835 |
Over twelve months |  |  | 6,039 |
Total |  | $ | 27,427 |

The aggregate amount of time deposit accounts (including certificates of deposit) that meet or exceed the FDIC insurance limit at December 31, 2016 and 2015 are $45.8 million and $46.1 million, respectively.

65

# AMERISERV FINANCIAL, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

## 9. SHORT-TERM BORROWINGS

Short-term borrowings, which consist of federal funds purchased and other short-term borrowings are summarized as follows:

|  | AT DECEMBER 31, 2016
|  | FEDERAL FUNDS PURCHASED |  | SHORT-TERM BORROWINGS
|  | (IN THOUSANDS, EXCEPT RATES)
Balance |  | $ | — |  |  | $ | 12,754 |
Maximum indebtedness at any month end |  |  | — |  |  |  | 56,686 |
Average balance during year |  |  | — |  |  |  | 9,030 |
Average rate paid for the year |  |  | — |  |  |  | 0.58 | %
Interest rate on year-end balance |  |  | — |  |  |  | 0.74 |

|  | AT DECEMBER 31, 2015
|  | FEDERAL FUNDS PURCHASED |  | SHORT-TERM BORROWINGS
|  | (IN THOUSANDS, EXCEPT RATES)
Balance |  | $ | — |  |  | $ | 48,748 |
Maximum indebtedness at any month end |  |  | — |  |  |  | 65,071 |
Average balance during year |  |  | — |  |  |  | 24,582 |
Average rate paid for the year |  |  | — |  |  |  | 0.35 | %
Interest rate on year-end balance |  |  | — |  |  |  | 0.43 |

|  | AT DECEMBER 31, 2014
|  | FEDERAL FUNDS PURCHASED |  | OTHER SHORT-TERM BORROWINGS
|  | (IN THOUSANDS, EXCEPT RATES)
Balance |  | $ | — |  |  | $ | 38,880 |
Maximum indebtedness at any month end |  |  | — |  |  |  | 47,762 |
Average balance during year |  |  | — |  |  |  | 18,783 |
Average rate paid for the year |  |  | — |  |  |  | 0.29 | %
Interest rate on year-end balance |  |  | — |  |  |  | 0.27 |

Average amounts outstanding during the year represent daily averages. Average interest rates represent interest expense divided by the related average balances.

These borrowing transactions can range from overnight to one year in maturity. The average maturity was three days at the end of 2016 and 2015, and one day for 2014.

66

# AMERISERV FINANCIAL, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

## 10. ADVANCES FROM FEDERAL HOME LOAN BANK, GUARANTEED JUNIOR SUBORDINATED DEFERRABLE INTEREST DEBENTURES AND SUBORDINATED DEBT

Advances from the FHLB consist of the following:

|  | AT DECEMBER 31, 2016
MATURING |  | WEIGHTED AVERAGE YIELD |  | BALANCE
|  | (IN THOUSANDS, EXCEPT RATES)
2017 |  |  | 1.06 |  |  | $ | 12,000 |
2018 |  |  | 1.48 |  |  |  | 12,000 |
2019 |  |  | 1.51 |  |  |  | 12,500 |
2020 |  |  | 1.59 |  |  |  | 8,042 |
2021 |  |  | 1.60 |  |  |  | 1,000 |
Total advances from FHLB |  |  | 1.37 |  |  | $ | 45,542 |

The Company’s subsidiary Bank is a member of the FHLB which provides this subsidiary with the opportunity to obtain short to longer-term advances based upon the Company’s investment in assets secured by one- to four-family residential real estate and certain types of CRE. The rate on open repo plus advances, which are typically overnight borrowings, can change daily, while the rate on the advances is fixed until the maturity of the advance. All FHLB stock along with an interest in certain residential mortgage and CRE loans with an aggregate statutory value equal to the amount of the advances, are pledged as collateral to the FHLB of Pittsburgh to support these borrowings. At December 31, 2016, the Company had immediately available $402 million of overnight borrowing capability at the FHLB, $29 million of short-term borrowing availability at the Federal Reserve Bank and $39 million of unsecured federal funds lines with correspondent banks.

Guaranteed Junior Subordinated Deferrable Interest Debentures:

On April 28, 1998, the Company completed a $34.5 million public offering of 8.45% Trust Preferred Securities, which represent undivided beneficial interests in the assets of a Delaware business trust, AmeriServ Financial Capital Trust I. The Trust Preferred Securities will mature on June 30, 2028, and are callable at par at the option of the Company after June 30, 2003. Proceeds of the issue were invested by AmeriServ Financial Capital Trust I in Junior Subordinated Debentures issued by the Company. Unamortized deferred issuance costs associated with the Trust Preferred Securities amounted to $177,000 as of December 31, 2016 and are included in other assets on the Consolidated Balance Sheets, and are being amortized on a straight-line basis over the term of the issue. The Trust Preferred securities are listed on NASDAQ under the symbol ASRVP. The Company used $22.5 million of proceeds from a private placement of common stock to redeem Trust Preferred Securities in 2005 and 2004. The net balance as of December 31, 2016 and 2015 was $12.9 million.

Subordinated Debt:

On December 29, 2015, the Company completed a private placement of $7.65 million in aggregate principal amount of fixed rate subordinated notes to certain accredited investors. The subordinated notes mature December 31, 2025 and have a 6.50% fixed interest rate for the entire term. This subordinated debt has been structured to qualify as Tier 2 capital under the Federal Reserve’s capital guidelines and will be non-callable for five years. Unamortized deferred issuance costs associated with the subordinated debt amounted to $209,000 as of December 31, 2016 and are included in other assets on the Consolidated Balance Sheets, and are being amortized on a straight-line basis over the term of the issue. The Company used the proceeds from this private placement and other cash on hand to redeem all $21 million of its issued and outstanding SBLF preferred stock on January 27, 2016. The net balance as of December 31, 2016 and 2015 was $7.4 million.

67

# AMERISERV FINANCIAL, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

## 11. DISCLOSURES ABOUT FAIR VALUE MEASUREMENTS

The following disclosures establish a hierarchal framework associated with the level of pricing observability utilized in measuring assets and liabilities at fair value. The three broad levels defined within this hierarchy are as follows:

Level I: Quoted prices are available in active markets for identical assets or liabilities as of the reported date.

Level II: Pricing inputs are other than the quoted prices in active markets, which are either directly or indirectly observable as of the reported date. The nature of these assets and liabilities includes items for which quoted prices are available but traded less frequently and items that are fair-valued using other financial instruments, the parameters of which can be directly observed.

Level III: Assets and liabilities that have little to no pricing observability as of the reported date. These items do not have two-way markets and are measured using management’s best estimate of fair value, where the inputs into the determination of fair value require significant management judgment or estimation.

Securities classified as available for sale are reported at fair value utilizing Level 2 inputs. For these securities, the Company obtains fair value measurements from an independent pricing service. The fair value measurements consider observable data that may include dealer quoted market spreads, cash flows, the U.S. Treasury yield curve, live trading levels, trade execution data, market consensus prepayment speeds, credit information and the bond’s terms and conditions, among other things.

The following table presents the assets reported on the Consolidated Balance Sheets at their fair value as of December 31, 2016 and 2015, by level within the fair value hierarchy. Financial assets and liabilities are classified in their entirety based on the lowest level of input that is significant to the fair value measurement.

Assets and Liability Measured on a Recurring Basis:

Assets and liability measured at fair value on a recurring basis are summarized below (in thousands):

|  | FAIR VALUE MEASUREMENTS AT DECEMBER 31, 2016 USING
|  | TOTAL |  | (LEVEL 1) |  | (LEVEL 2) |  | (LEVEL 3)
Assets: |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
U.S. Agency securities |  | $ | 398 |  |  | $ | — |  |  | $ | 398 |  |  | $ | — |
Taxable municipal |  |  | 3,622 |  |  |  | — |  |  |  | 3,622 |  |  |  | — |
Corporate bonds |  |  | 33,873 |  |  |  | — |  |  |  | 33,873 |  |  |  | — |
U.S. Agency mortgage-backed securities |  |  | 89,184 |  |  |  | — |  |  |  | 89,184 |  |  |  | — |

|  | FAIR VALUE MEASUREMENTS AT DECEMBER 31, 2015 USING
|  | TOTAL |  | (LEVEL 1) |  | (LEVEL 2) |  | (LEVEL 3)
Assets: |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
U.S. Agency securities |  | $ | 2,881 |  |  | $ | — |  |  | $ | 2,881 |  |  | $ | — |
Corporate bonds |  |  | 18,252 |  |  |  | — |  |  |  | 18,252 |  |  |  | — |
U.S. Agency mortgage-backed securities |  |  | 98,334 |  |  |  | — |  |  |  | 98,334 |  |  |  | — |

68

# AMERISERV FINANCIAL, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

## 11. DISCLOSURES ABOUT FAIR VALUE MEASUREMENTS – (continued)

Assets Measured on a Non-recurring Basis:

Assets measured at fair value on a non-recurring basis are summarized below (in thousands):

|  | FAIR VALUE MEASUREMENTS AT DECEMBER 31, 2016 USING
|  | TOTAL |  | (LEVEL 1) |  | (LEVEL 2) |  | (LEVEL 3)
Assets: |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
Impaired loans |  | $ | 147 |  |  | $ | — |  |  | $ | — |  |  | $ | 147 |
Other real estate owned |  |  | 21 |  |  |  | — |  |  |  | — |  |  |  | 21 |

|  | FAIR VALUE MEASUREMENTS AT DECEMBER 31, 2015 USING
|  | TOTAL |  | (LEVEL 1) |  | (LEVEL 2) |  | (LEVEL 3)
Assets: |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
Impaired loans |  | $ | 3,115 |  |  | $ | — |  |  | $ | — |  |  | $ | 3,115 |
Other real estate owned |  |  | 75 |  |  |  | — |  |  |  | — |  |  |  | 75 |

Loans considered impaired are loans for which, based on current information and events, it is probable that the creditor will be unable to collect all amounts due according to the contractual terms of the loan agreement. Impaired loans are reported at fair value of the underlying collateral if the repayment is expected solely from the collateral. Collateral values are estimated using Level 3 inputs based on observable market data which at times are discounted. At December 31, 2016, impaired loans with a carrying value of $674,000 were reduced by specific valuation allowance totaling $527,000 resulting in a net fair value of $147,000. At December 31, 2015, impaired loans with a carrying value of $4.5 million were reduced by specific valuation allowance totaling $1.4 million resulting in a net fair value of $3.1 million.

OREO is measured at fair value based on appraisals, less cost to sell at the date of foreclosure. Valuations are periodically performed by management and the assets are carried at the lower of carrying amount or fair value, less cost to sell. Income and expenses from operations and changes in valuation allowance are included in the net expenses from OREO.

December 31, 2016 |  | Quantitative Information About Level 3 Fair Value Measurements
| Fair Value |  | Valuation Techniques |  | Unobservable Input |  | Range (Wgtd Ave)
Impaired loans |  | $ | 147 |  |  |  | Appraisal of collateral(1) |  |  |  | Appraisal adjustments(2) |  |  |  | 40% to 99% (45%) |
Other real estate owned |  |  | 21 |  |  |  | Appraisal of collateral(1),(3) |  |  |  | Appraisal adjustments(2) |  |  |  | 20% to 77% (42%) |
|  |  |  |  |  |  |  |  |  |  | Liquidation expenses(2) |  |  |  | 3% to 199% (37%) |

December 31, 2015 |  | Quantitative Information About Level 3 Fair Value Measurements
| Fair Value |  | Valuation Techniques |  | Unobservable Input |  | Range (Wgtd Ave)
Impaired loans |  | $ | 3,115 |  |  |  | Appraisal of collateral(1) |  |  |  | Appraisal adjustments(2) |  |  |  | 15% to 20% (17%) |
Other real estate owned |  |  | 75 |  |  |  | Appraisal of collateral(1),(3) |  |  |  | Appraisal adjustments(2) |  |  |  | 23% to 49% (35%) |
|  |  |  |  |  |  |  |  |  |  | Liquidation expenses(2) |  |  |  | 10% to 59% (25%) |

| (1) | Fair Value is generally determined through independent appraisals of the underlying collateral, which generally include various level 3 inputs which are not identifiable.

| (2) | Appraisals may be adjusted by management for qualitative factors such as economic conditions and estimated liquidation expenses.

| (3) | Includes qualitative adjustments by management and estimated liquidation expenses.

69

# AMERISERV FINANCIAL, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

## 12. DISCLOSURES ABOUT FAIR VALUE OF FINANCIAL INSTRUMENTS

For the Company, as for most financial institutions, approximately 90% of its assets and liabilities are considered financial instruments. Many of the Company’s financial instruments, however, lack an available trading market characterized by a willing buyer and willing seller engaging in an exchange transaction. Therefore, significant estimates and present value calculations were used by the Company for the purpose of this disclosure.

Fair values have been determined by the Company using independent third party valuations that uses best available data (Level 2) and an estimation methodology (Level 3) the Company believes is suitable for each category of financial instruments. Management believes that cash and cash equivalents, and loans and deposits with floating interest rates have estimated fair values which approximate the recorded carrying values. The estimation methodologies used, the estimated fair values based on US GAAP measurements, and recorded carrying values at December 31, 2016 and 2015, were as follows:

|  | AT DECEMBER 31, 2016
|  | Carrying Value |  | Fair Value |  | (Level 1) |  | (Level 2) |  | (Level 3)
|  | (IN THOUSANDS)
FINANCIAL ASSETS: |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
Cash and cash equivalents |  | $ | 34,073 |  |  | $ | 34,073 |  |  | $ | 34,073 |  |  | $ | — |  |  | $ | — |
Investment securities – AFS |  |  | 127,077 |  |  |  | 127,077 |  |  |  | — |  |  |  | 127,077 |  |  |  | — |
Investment securities – HTM |  |  | 30,665 |  |  |  | 30,420 |  |  |  | — |  |  |  | 27,473 |  |  |  | 2,947 |
Regulatory stock |  |  | 5,484 |  |  |  | 5,484 |  |  |  | 5,484 |  |  |  | — |  |  |  | — |
Loans held for sale |  |  | 3,094 |  |  |  | 3,158 |  |  |  | 3,158 |  |  |  | — |  |  |  | — |
Loans, net of allowance for loan loss and unearned income |  |  | 873,832 |  |  |  | 869,960 |  |  |  | — |  |  |  | — |  |  |  | 869,960 |
Accrued interest income receivable |  |  | 3,116 |  |  |  | 3,116 |  |  |  | 3,116 |  |  |  | — |  |  |  | — |
Bank owned life insurance |  |  | 37,903 |  |  |  | 37,903 |  |  |  | 37,903 |  |  |  | — |  |  |  | — |
FINANCIAL LIABILITIES: |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
Deposits with no stated maturities |  | $ | 708,062 |  |  | $ | 708,062 |  |  | $ | 708,062 |  |  | $ | — |  |  | $ | — |
Deposits with stated maturities |  |  | 259,724 |  |  |  | 261,446 |  |  |  | — |  |  |  | — |  |  |  | 261,446 |
Short-term borrowings |  |  | 12,754 |  |  |  | 12,754 |  |  |  | 12,754 |  |  |  | — |  |  |  | — |
All other borrowings |  |  | 65,891 |  |  |  | 69,348 |  |  |  | — |  |  |  | — |  |  |  | 69,348 |
Accrued interest payable |  |  | 1,640 |  |  |  | 1,640 |  |  |  | 1,640 |  |  |  | — |  |  |  | — |

|  | AT DECEMBER 31, 2015
|  | Carrying Value |  | Fair Value |  | (Level 1) |  | (Level 2) |  | (Level 3)
|  | (IN THOUSANDS)
FINANCIAL ASSETS: |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
Cash and cash equivalents |  | $ | 48,510 |  |  | $ | 48,510 |  |  | $ | 48,510 |  |  | $ | — |  |  | $ | — |
Investment securities – AFS |  |  | 119,467 |  |  |  | 119,467 |  |  |  | — |  |  |  | 119,467 |  |  |  | — |
Investment securities – HTM |  |  | 21,419 |  |  |  | 21,533 |  |  |  | — |  |  |  | 18,608 |  |  |  | 2,925 |
Regulatory stock |  |  | 6,753 |  |  |  | 6,753 |  |  |  | 6,753 |  |  |  | — |  |  |  | — |
Loans held for sale |  |  | 3,003 |  |  |  | 3,041 |  |  |  | 3,041 |  |  |  | — |  |  |  | — |
Loans, net of allowance for loan loss and unearned income |  |  | 871,063 |  |  |  | 869,591 |  |  |  | — |  |  |  | — |  |  |  | 869,591 |
Accrued interest income receivable |  |  | 3,057 |  |  |  | 3,057 |  |  |  | 3,057 |  |  |  | — |  |  |  | — |
Bank owned life insurance |  |  | 37,228 |  |  |  | 37,228 |  |  |  | 37,228 |  |  |  | — |  |  |  | — |
FINANCIAL LIABILITIES: |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
Deposits with no stated maturities |  | $ | 633,751 |  |  | $ | 633,751 |  |  | $ | 633,751 |  |  | $ | — |  |  | $ | — |
Deposits with stated maturities |  |  | 269,543 |  |  |  | 271,909 |  |  |  | — |  |  |  | — |  |  |  | 271,909 |
Short-term borrowings |  |  | 48,748 |  |  |  | 48,748 |  |  |  | 48,748 |  |  |  | — |  |  |  | — |
All other borrowings |  |  | 68,310 |  |  |  | 72,241 |  |  |  | — |  |  |  | — |  |  |  | 72,241 |
Accrued interest payable |  |  | 1,651 |  |  |  | 1,651 |  |  |  | 1,651 |  |  |  | — |  |  |  | — |

70

# AMERISERV FINANCIAL, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

## 12. DISCLOSURES ABOUT FAIR VALUE OF FINANCIAL INSTRUMENTS – (continued)

The fair value of cash and cash equivalents, regulatory stock, accrued interest income receivable, short-term borrowings, and accrued interest payable are equal to the current carrying value.

The fair value of investment securities is equal to the available quoted market price for similar securities. The fair value measurements consider observable data that may include dealer quoted market spreads, cash flows, the US Treasury yield curve, live trading levels, trade execution data, market consensus prepayment speeds, credit information and the bond’s terms and conditions, among other things. The Level 3 securities are valued by discounted cash flows using the US Treasury rate for the remaining term of the securities.

Loans held for sale are priced individually at market rates on the day that the loan is locked for commitment with an investor. All loans in the held for sale account conform to Fannie Mae underwriting guidelines, with the specific intent of the loan being purchased by an investor at the predetermined rate structure. Loans in the held for sale account have specific delivery dates that must be executed to protect the pricing commitment (typically a 30, 45, or 60 day lock period).

The net loan portfolio has been valued using a present value discounted cash flow. The discount rate used in these calculations is based upon the treasury yield curve adjusted for non-interest operating costs, credit loss, current market prices and assumed prepayment risk.

The fair value of bank owned life insurance is based upon the cash surrender value of the underlying policies and matches the book value.

Deposits with stated maturities have been valued using a present value discounted cash flow with a discount rate approximating current market for similar assets and liabilities. Deposits with no stated maturities have an estimated fair value equal to both the amount payable on demand and the recorded book balance.

The fair value of all other borrowings is based on the discounted value of contractual cash flows. The discount rates are estimated using rates currently offered for similar instruments with similar remaining maturities.

Commitments to extend credit and standby letters of credit are financial instruments generally not subject to sale, and fair values are not readily available. The carrying value, represented by the net deferred fee arising from the unrecognized commitment, and the fair value, determined by discounting the remaining contractual fee over the term of the commitment using fees currently charged to enter into similar agreements with similar credit risk, are not considered material for disclosure. The contractual amounts of unfunded commitments are presented in Note 16.

Changes in assumptions or estimation methodologies may have a material effect on these estimated fair values. The Company’s remaining assets and liabilities which are not considered financial instruments have not been valued differently than has been customary under historical cost accounting.

## 13. INCOME TAXES

The expense for income taxes is summarized below:

|  | YEAR ENDED DECEMBER 31,
|  | 2016 |  | 2015 |  | 2014
|  | (IN THOUSANDS)
Current |  | $ | 483 |  |  | $ | 1,455 |  |  | $ | 1,036 |
Deferred |  |  | 414 |  |  |  | 888 |  |  |  | 562 |
Income tax expense |  | $ | 897 |  |  | $ | 2,343 |  |  | $ | 1,598 |

71

# AMERISERV FINANCIAL, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

## 13. INCOME TAXES – (continued)

The reconciliation between the federal statutory tax rate and the Company’s effective consolidated income tax rate is as follows:

|  | YEAR ENDED DECEMBER 31,
|  | 2016 |  | 2015 |  | 2014
|  | AMOUNT |  | RATE |  | AMOUNT |  | RATE |  | AMOUNT |  | RATE
|  | (IN THOUSANDS, EXCEPT PERCENTAGES)
Income tax expense based on federal statutory rate |  | $ | 1,090 |  |  |  | 34.0 | % |  | $ | 2,836 |  |  |  | 34.0 | % |  | $ | 1,571 |  |  |  | 34.0 | %
Tax exempt income |  |  | (255 | ) |  |  | (7.9 | ) |  |  | (574 | ) |  |  | (6.9 | ) |  |  | (274 | ) |  |  | (5.9 | )
Other |  |  | 62 |  |  |  | 1.9 |  |  |  | 81 |  |  |  | 1.0 |  |  |  | 301 |  |  |  | 6.5 |
Total expense for income taxes |  | $ | 897 |  |  |  | 28.0 | % |  | $ | 2,343 |  |  |  | 28.1 | % |  | $ | 1,598 |  |  |  | 34.6 | %

The following table highlights the major components comprising the deferred tax assets and liabilities for each of the periods presented:

|  | AT DECEMBER 31,
|  | 2016 |  | 2015
|  | (IN THOUSANDS)
DEFERRED TAX ASSETS: |  |  |  |  |  |  |  |
Allowance for loan losses |  | $ | 3,377 |  |  | $ | 3,373 |
Unfunded commitment reserve |  |  | 303 |  |  |  | 298 |
Unrealized investment security losses |  |  | 87 |  |  |  | — |
Premises and equipment |  |  | 1,542 |  |  |  | 1,602 |
Accrued pension obligation |  |  | 2,582 |  |  |  | 1,658 |
Alternative minimum tax credits |  |  | 2,110 |  |  |  | 2,248 |
Other |  |  | 895 |  |  |  | 487 |
Total tax assets |  |  | 10,896 |  |  |  | 9,666 |
DEFERRED TAX LIABILITIES: |  |  |  |  |  |  |  |
Investment accretion |  |  | (24 | ) |  |  | (16 | )
Unrealized investment security gains |  |  | — |  |  |  | (420 | )
Other |  |  | (217 | ) |  |  | (237 | )
Total tax liabilities |  |  | (241 | ) |  |  | (673 | )
Net deferred tax asset |  | $ | 10,655 |  |  | $ | 8,993 |

At December 31, 2016 and 2015, the Company had no valuation allowance established against its deferred tax assets as we believe the Company will generate sufficient future taxable income to fully utilize alternative minimum tax (AMT) credits.

The change in net deferred tax assets and liabilities consist of the following:

|  | YEAR ENDED DECEMBER 31,
|  | 2016 |  | 2015
|  | (IN THOUSANDS)
Unrealized gains recognized in comprehensive income |  | $ | 507 |  |  | $ | 530 |
Pension obligation of the defined benefit plan not yet recognized in income |  |  | 1,569 |  |  |  | (197 | )
Deferred provision for income taxes |  |  | (414 | ) |  |  | (888 | )
Net increase (decrease) |  | $ | 1,662 |  |  | $ | (555 | )

72

# AMERISERV FINANCIAL, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

## 13. INCOME TAXES – (continued)

The Company has AMT credit carryforwards of approximately $2.1 million at December 31, 2016. These credits have an indefinite carryforward period. The Company has fully recognized all of its net operating loss carryforward in 2015.

The Company utilizes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return. Benefits from tax positions should be recognized in the financial statements only when it is more likely than not that the tax position will be sustained upon examination by the appropriate taxing authority that would have full knowledge of all relevant information. A tax position that meets the more-likely-than-not recognition threshold is measured at the largest amount of benefit that is greater than fifty percent likely of being realized upon ultimate settlement. Tax positions that previously failed to meet the more-likely-than-not recognition threshold should be recognized in the first subsequent financial reporting period in which that threshold is met. Previously recognized tax positions that no longer meet the more-likely-than-not recognition threshold should be derecognized in the first subsequent financial reporting period in which that threshold is no longer met. The Company has no tax liability for uncertain tax positions. The Company’s federal and state income tax returns for taxable years through 2013 have been closed for purposes of examination by the Internal Revenue Service and the Pennsylvania Department of Revenue.

## 14. EMPLOYEE BENEFIT PLANS

##### PENSION PLANS:

The Company has a noncontributory defined benefit pension plan covering all employees who work at least 1,000 hours per year. The participants shall have a vested interest in their accrued benefit after five full years of service. The benefits of the plan are based upon the employee’s years of service and average annual earnings for the highest five consecutive calendar years during the final ten year period of employment. Effective January 1, 2013, the Company implemented a soft freeze of its defined benefit pension plan for non-union employees. A soft freeze means that all existing employees as of December 31, 2012 will remain in the defined benefit pension plan but any new non-union employees hired after January 1, 2013 will no longer be part of the defined benefit plan but instead will be offered retirement benefits under an enhanced 401K program. The Company implemented a similar soft freeze of its defined benefit pension plan for union employees effective January 1, 2014. The Company executed these changes to help reduce its pension costs in future years. Plan assets are primarily debt securities (including U.S. Treasury and Agency securities, corporate notes and bonds), listed common stocks (including shares of the Company’s common stock valued at $770,000 and is limited to 10% of the plan’s assets), mutual funds, and short-term cash equivalent instruments. The following actuarial tables are based upon data provided by an independent third party as of December 31, 2016.

##### PENSION BENEFITS:

|  | YEAR ENDED DECEMBER 31,
|  | 2016 |  | 2015
|  | (IN THOUSANDS)
CHANGE IN BENEFIT OBLIGATION: |  |  |  |  |  |  |  |
Benefit obligation at beginning of year |  | $ | 33,117 |  |  | $ | 33,701 |
Service cost |  |  | 1,468 |  |  |  | 1,557 |
Interest cost |  |  | 1,430 |  |  |  | 1,341 |
Actuarial (gain) loss |  |  | 4,578 |  |  |  | (1,063 | )
Benefits paid |  |  | (1,956 | ) |  |  | (2,419 | )
Benefit obligation at end of year |  |  | 38,637 |  |  |  | 33,117 |

73

# AMERISERV FINANCIAL, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

## 14. EMPLOYEE BENEFIT PLANS – (continued)

|  | YEAR ENDED DECEMBER 31,
|  | 2016 |  | 2015
|  | (IN THOUSANDS)
CHANGE IN PLAN ASSETS: |  |  |  |  |  |  |  |
Fair value of plan assets at beginning of year |  |  | 28,429 |  |  |  | 27,367 |
Actual return on plan assets |  |  | 348 |  |  |  | (154 | )
Employer contributions |  |  | 3,850 |  |  |  | 3,635 |
Benefits paid |  |  | (1,956 | ) |  |  | (2,419 | )
Fair value of plan assets at end of year |  |  | 30,671 |  |  |  | 28,429 |
Funded status of the plan – under funded |  | $ | (7,966 | ) |  | $ | (4,688 | )

|  | YEAR ENDED DECEMBER 31,
|  | 2016 |  | 2015
|  | (IN THOUSANDS)
AMOUNTS NOT YET RECOGNIZED AS A COMPONENT OF NET PERIODIC PENSION COST: |  |  |  |  |  |  |  |
Amounts recognized in accumulated other comprehensive loss consists of: |  |  |  |  |  |  |  |
Net actuarial loss |  | $ | 17,602 |  |  | $ | 12,431 |
Total |  | $ | 17,602 |  |  | $ | 12,431 |

|  | YEAR ENDED DECEMBER 31,
|  | 2016 |  | 2015
|  | (IN THOUSANDS)
ACCUMULATED BENEFIT OBLIGATION: |  |  |  |  |  |  |  |
Accumulated benefit obligation |  | $ | 35,153 |  |  | $ | 30,606 |

The weighted-average assumptions used to determine benefit obligations at December 31, 2016 and 2015 were as follows:

|  | YEAR ENDED DECEMBER 31,
|  | 2016 |  | 2015
WEIGHTED AVERAGE ASSUMPTIONS: |  |  |  |  |  |  |  |
Discount rate |  |  | 4.12 | % |  |  | 4.20 | %
Salary scale |  |  | 2.50 |  |  |  | 2.50 |

|  | YEAR ENDED DECEMBER 31,
|  | 2016 |  | 2015 |  | 2014
|  | (IN THOUSANDS)
COMPONENTS OF NET PERIODIC BENEFIT COST: |  |  |  |  |  |  |  |  |  |  |  |
Service cost |  | $ | 1,468 |  |  | $ | 1,557 |  |  | $ | 1,601 |
Interest cost |  |  | 1,430 |  |  |  | 1,341 |  |  |  | 1,368 |
Expected return on plan assets |  |  | (2,275 | ) |  |  | (2,130 | ) |  |  | (1,991 | )
Amortization of prior year service cost |  |  | — |  |  |  | — |  |  |  | (19 | )
Special termination benefit liability |  |  | — |  |  |  | — |  |  |  | 376 |
Recognized net actuarial loss |  |  | 1,333 |  |  |  | 1,386 |  |  |  | 1,181 |
Net periodic pension cost |  | $ | 1,956 |  |  | $ | 2,154 |  |  | $ | 2,516 |

74

# AMERISERV FINANCIAL, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

## 14. EMPLOYEE BENEFIT PLANS – (continued)

|  | YEAR ENDED DECEMBER 31,
|  | 2016 |  | 2015 |  | 2014
|  | (IN THOUSANDS)
OTHER CHANGES IN PLAN ASSETS AND BENEFIT OBLIGATIONS RECOGNIZED IN OTHER COMPREHENSIVE LOSS |  |  |  |  |  |  |  |  |  |  |  |
Net loss |  | $ | 6,505 |  |  | $ | 1,221 |  |  | $ | 3,669 |
Recognized loss |  |  | (1,333 | ) |  |  | (1,386 | ) |  |  | (1,181 | )
Recognized prior service cost |  |  | — |  |  |  | — |  |  |  | 19 |
Total recognized in other comprehensive loss before tax effect |  | $ | 5,172 |  |  | $ | (165 | ) |  | $ | 2,507 |
Total recognized in net benefit cost and other comprehensive loss before tax effect |  | $ | 7,128 |  |  | $ | 1,989 |  |  | $ | 5,023 |

The estimated net loss for the defined benefit pension plan that will be amortized from accumulated other comprehensive loss into net periodic benefit cost over the next year is $1,583,000.

The weighted-average assumptions used to determine net periodic benefit cost for the years ended December 31, 2016, 2015 and 2014 were as follows:

|  | YEAR ENDED DECEMBER 31,
|  | 2016 |  | 2015 |  | 2014
WEIGHTED AVERAGE ASSUMPTIONS: |  |  |  |  |  |  |  |  |  |  |  |
Discount rate |  |  | 4.20 | % |  |  | 4.00 | % |  |  | 4.50 | %
Expected return on plan assets |  |  | 7.75 |  |  |  | 8.00 |  |  |  | 8.00 |
Rate of compensation increase |  |  | 2.50 |  |  |  | 2.50 |  |  |  | 2.50 |

The Company has assumed a 7.75% long-term expected return on plan assets. This assumption was based upon the plan’s historical investment performance over a longer-term period of 15 years combined with the plan’s investment objective of balanced growth and income. Additionally, this assumption also incorporates a targeted range for equity securities of approximately 60% of plan assets.

PLAN ASSETS:

The plan’s measurement date is December 31, 2016. This plan’s asset allocations at December 31, 2016 and 2015, by asset category are as follows:

|  | YEAR ENDED DECEMBER 31,
|  | 2016 |  | 2015
ASSET CATEGORY: |  |  |  |  |  |  |  |
Cash and cash equivalents |  |  | 8 | % |  |  | 6 | %
Domestic equities |  |  | 10 |  |  |  | 7 |
Mutual funds/ETFs |  |  | 76 |  |  |  | 75 |
International equities |  |  | 1 |  |  |  | 1 |
Corporate bonds |  |  | 5 |  |  |  | 11 |
Total |  |  | 100 | % |  |  | 100 | %

75

# AMERISERV FINANCIAL, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

## 14. EMPLOYEE BENEFIT PLANS – (continued)

The major categories of assets in the Company’s Pension Plan as of year end are presented in the following table. Assets are segregated by the level of the valuation inputs within the fair value hierarchy established by ASC Topic 820 utilized to measure fair value.

|  | YEAR ENDED DECEMBER 31,
|  | 2016 |  | 2015
|  | (IN THOUSANDS)
Level 1: |  |  |  |  |  |  |  |
Cash and cash equivalents |  | $ | 2,454 |  |  | $ | 1,611 |
Domestic equities |  |  | 3,067 |  |  |  | 1,978 |
International equities |  |  | 307 |  |  |  | 397 |
Mutual funds/ETFs |  |  | 23,310 |  |  |  | 21,396 |
Level 2: |  |  |  |  |  |  |  |
Corporate bonds |  |  | 1,533 |  |  |  | 3,047 |
Total fair value of plan assets |  | $ | 30,671 |  |  | $ | 28,429 |

Cash and cash equivalents may include uninvested cash balances along with money market mutual funds, treasury bills, or other assets normally categorized as cash equivalents. Domestic equities may include common or preferred stocks, covered options, rights or warrants, or American Depository Receipts which are traded on any U.S. equity market. Mutual funds/ETFs may include any equity, fixed income, balanced, international, or global mutual fund or exchange traded fund including any propriety fund managed by the Trust Company. Agencies may include any U.S. government agency security or asset-backed security. Collective investment funds may include equity, fixed income, or balanced collective investment funds managed by the Trust Company. Corporate bonds may include any corporate bond or note.

The investment strategy objective for the pension plan is a balance of growth and income. This objective seeks to develop a portfolio for acceptable levels of current income together with the opportunity for capital appreciation. The balanced growth and income objective reflects a relatively equal balance between equity and fixed income investments such as debt securities. The allocation between equity and fixed income assets may vary by a moderate degree but the plan typically targets a range of equity investments between 50% and 60% of the plan assets. This means that fixed income and cash investments typically approximate 40% to 50% of the plan assets. The plan is also able to invest in ASRV common stock up to a maximum level of 10% of the market value of the plan assets (at December 31, 2016, 2.5% of the plan assets were invested in ASRV common stock). This asset mix is intended to ensure that there is a steady stream of cash from maturing investments to fund benefit payments.

CASH FLOWS:

The Company presently expects that the contribution to be made to the Plan in 2017 will be approximately $3.0 million.

76

# AMERISERV FINANCIAL, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

## 14. EMPLOYEE BENEFIT PLANS – (continued)

ESTIMATED FUTURE BENEFIT PAYMENTS:

The following benefit payments, which reflect future service, as appropriate, are expected to be paid.

YEAR: |  | ESTIMATED FUTURE BENEFIT PAYMENTS
|  | (IN THOUSANDS)
2017 |  | $ | 3,174 |
2018 |  |  | 2,364 |
2019 |  |  | 2,393 |
2020 |  |  | 2,740 |
2021 |  |  | 2,787 |
Years 2022 – 2026 |  |  | 14,199 |

##### 401(k) PLAN:

The Company maintains a qualified 401(k) plan that allows for participation by Company employees. Under the plan, employees may elect to make voluntary, pretax contributions to their accounts which the Company will match one half on the first 2% of contribution up to a maximum of 1%. The Company also contributes 4% of salaries for union members who are in the plan. Effective January 1, 2013, any new non-union employees receive a 4% non-elective contribution and these employees may elect to make voluntary, pretax contributions to their accounts which the Company will match one half on the first 6% of contribution up to a maximum of 3%. Effective January 1, 2014, any new union employees receive a 4% non-elective contribution and these employees may elect to make voluntary, pretax contributions to their accounts which the Company will match dollar for dollar up to a maximum of 4%. Contributions by the Company charged to operations were $447,000 and $433,000 for the years ended December 31, 2016 and 2015, respectively. The fair value of plan assets includes $1.3 million pertaining to the value of the Company’s common stock and Trust Preferred securities that are held by the plan at December 31, 2016.

Except for the above benefit plans, the Company has no significant additional exposure for any other post-retirement or post-employment benefits.

## 15. LEASE COMMITMENTS

The Company’s obligation for future minimum lease payments on operating leases at December 31, 2016, is as follows:

YEAR: |  | FUTURE MINIMUM LEASE PAYMENTS
|  | (IN THOUSANDS)
2017 |  | $ | 578 |
2018 |  |  | 390 |
2019 |  |  | 223 |
2020 |  |  | 234 |
2021 |  |  | 234 |
2022 and thereafter |  |  | 1,505 |

In addition to the amounts set forth above, certain of the leases require payments by the Company for taxes, insurance, and maintenance. Rent expense included in total non-interest expense amounted to $767,000, $821,000 and $732,000, in 2016, 2015, and 2014, respectively.

77

# AMERISERV FINANCIAL, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

## 16. COMMITMENTS AND CONTINGENT LIABILITIES

The Company incurs off-balance sheet risks in the normal course of business in order to meet the financing needs of its customers. These risks derive from commitments to extend credit and standby letters of credit. Such commitments and standby letters of credit involve, to varying degrees, elements of credit risk in excess of the amount recognized in the consolidated financial statements. Commitments to extend credit are obligations to lend to a customer as long as there is no violation of any condition established in the loan agreement. Commitments generally have fixed expiration dates or other termination clauses and may require payment of a fee. Because many of the commitments are expected to expire without being drawn upon, the total commitment amounts do not necessarily represent future cash requirements. The Company evaluates each customer’s creditworthiness on a case-by-case basis. Collateral which secures these types of commitments is the same as for other types of secured lending such as accounts receivable, inventory, and fixed assets.

Standby letters of credit are conditional commitments issued by the Company to guarantee the performance of a customer to a third party. Those guarantees are primarily issued to support public and private borrowing arrangements, including normal business activities, bond financings, and similar transactions. The credit risk involved in issuing letters of credit is essentially the same as that involved in extending loans to customers. Letters of credit are issued both on an unsecured and secured basis. Collateral securing these types of transactions is similar to collateral securing the Company’s commercial loans.

The Company’s exposure to credit loss in the event of nonperformance by the other party to these commitments to extend credit and standby letters of credit is represented by their contractual amounts. The Company uses the same credit and collateral policies in making commitments and conditional obligations as for all other lending. At December 31, 2016, the Company had various outstanding commitments to extend credit approximating $160.5 million and standby letters of credit of $8.5 million, compared to commitments to extend credit of $170.5 million and standby letters of credit of $7.5 million at December 31, 2015. Standby letters of credit had terms ranging from 1 to 2 years with annual extension options available. Standby letters of credit of approximately $3.9 million were secured as of December 31, 2016 and approximately $2.7 million at December 31, 2015. The carrying amount of the liability for AmeriServ obligations related to unfunded commitments and standby letters of credit was $890,000 at December 31, 2016 and $877,000 at December 31, 2015.

Pursuant to its bylaws, the Company provides indemnification to its directors and officers against certain liabilities incurred as a result of their service on behalf of the Company. In connection with this indemnification obligation, the Company can advance on behalf of covered individuals costs incurred in defending against certain claims. Additionally, the Company is also subject to a number of asserted and unasserted potential claims encountered in the normal course of business. In the opinion of the Company, neither the resolution of these claims nor the funding of these credit commitments will have a material adverse effect on the Company’s consolidated financial position, results of operation or cash flows.

## 17. PREFERRED STOCK

##### SBLF:

On August 11, 2011, pursuant to the Small Business Lending Fund (SBLF), the Company issued and sold to the US Treasury 21,000 shares of its Senior Non-Cumulative Perpetual Preferred Stock, Series E (Series E Preferred Stock) for the aggregate proceeds of $21 million. The SBLF was a voluntary program sponsored by the US Treasury that encouraged small business lending by providing capital to qualified community banks at favorable rates. The Company used the proceeds from the Series E Preferred Stock issued to the US Treasury to repurchase all 21,000 shares of its outstanding preferred shares previously issued to the US Treasury under the Capital Purchase Program.

On January 27, 2016, we redeemed the Series E Preferred Stock, at a redemption price of 100% of the liquidation amount plus accrued but unpaid dividends, after receiving approval of our federal banking regulator and the US Treasury.

78

# AMERISERV FINANCIAL, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

## 18. STOCK COMPENSATION PLANS

The Company uses the modified prospective method for accounting for stock-based compensation and recognized $20,000 of pretax compensation expense for the year 2016, $29,000 in 2015 and $42,000 in 2014.

During 2011, the Company’s Board adopted, and its shareholders approved, the AmeriServ Financial, Inc. 2011 Stock Incentive Plan (the Plan) authorizing the grant of options or restricted stock covering 800,000 shares of common stock. This Plan replaced the expired 2001 Stock Option Plan. Under the Plan, options or restricted stock can be granted (the Grant Date) to directors, officers, and employees that provide services to the Company and its affiliates, as selected by the compensation committee of the Board. The option price at which a granted stock option may be exercised was not less than 100% of the fair market value per share of common stock on the Grant Date. The maximum term of any option granted under the Plan cannot exceed 10 years. Generally, options vest over a three year period and become exercisable in equal installments over the vesting period. At times, options with a one year vesting period may also be issued.

A summary of the status of the Company’s Stock Incentive Plan at December 31, 2016, 2015, and 2014, and changes during the years then ended is presented in the table and narrative following:

|  | YEAR ENDED DECEMBER 31,
|  | 2016 |  | 2015 |  | 2014
|  | SHARES |  | WEIGHTED AVERAGE EXERCISE PRICE |  | SHARES |  | WEIGHTED AVERAGE EXERCISE PRICE |  | SHARES |  | WEIGHTED AVERAGE EXERCISE PRICE
Outstanding at beginning of year |  |  | 470,449 |  |  | $ | 2.74 |  |  |  | 559,909 |  |  | $ | 2.66 |  |  |  | 487,349 |  |  | $ | 2.55 |
Granted |  |  | 54,000 |  |  |  | 3.03 |  |  |  | 32,500 |  |  |  | 2.96 |  |  |  | 115,000 |  |  |  | 3.18 |
Exercised |  |  | (32,661 | ) |  |  | 2.27 |  |  |  | (75,923 | ) |  |  | 2.07 |  |  |  | (10,700 | ) |  |  | 2.25 |
Forfeited |  |  | (74,222 | ) |  |  | 3.04 |  |  |  | (46,037 | ) |  |  | 3.04 |  |  |  | (31,740 | ) |  |  | 3.08 |
Outstanding at end of year |  |  | 417,566 |  |  |  | 2.76 |  |  |  | 470,449 |  |  |  | 2.74 |  |  |  | 559,909 |  |  |  | 2.66 |
Exercisable at end of year |  |  | 328,062 |  |  |  | 2.69 |  |  |  | 336,555 |  |  |  | 2.58 |  |  |  | 330,822 |  |  |  | 2.36 |
Weighted average fair value of options granted in current year |  |  |  |  |  | $ | 0.93 |  |  |  |  |  |  | $ | 0.67 |  |  |  |  |  |  | $ | 0.85 |

A total of 328,062 of the 417,566 options outstanding at December 31, 2016, are exercisable and have exercise prices between $1.53 and $4.60, with a weighted average exercise price of $2.69 and a weighted average remaining contractual life of 5.29 years. All of these options are exercisable. The remaining 89,504 options that are not yet exercisable have exercise prices between $2.96 and $3.32, with a weighted average exercise price of $3.02 and a weighted average remaining contractual life of 8.51 years. The fair value of each option grant is estimated on the date of grant using the Black-Scholes option pricing model with the following assumptions used for grants in 2016, 2015, and 2014.

|  | YEAR ENDED DECEMBER 31,
BLACK-SCHOLES ASSUMPTION RANGES |  | 2016 |  | 2015 |  | 2014
Risk-free interest rate |  |  | 1.56 – 1.73% |  |  |  | 1.97% |  |  |  | 2.43 – 2.74% |
Expected lives in years |  |  | 10 |  |  |  | 10 |  |  |  | 10 |
Expected volatility |  |  | 29% |  |  |  | 22% |  |  |  | 28 – 29% |
Expected dividend rate |  |  | 1.35 – 1.81% |  |  |  | 1.35% |  |  |  | 1.25 – 1.30% |

79

# AMERISERV FINANCIAL, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

## 19. ACCUMULATED OTHER COMPREHENSIVE LOSS

The following table presents the changes in each component of accumulated other comprehensive loss, net of tax, for the periods ending December 31, 2016 and 2015 (in thousands):

|  | YEAR ENDING DECEMBER 31, 2016 |  | YEAR ENDING DECEMBER 31, 2015
|  | Net Unrealized Gains and Losses on Investment Securities AFS(1) |  | Defined Benefit Pension Items(1) |  | Total(1) |  | Net Unrealized Gains and Losses on Investment Securities AFS(1) |  | Defined Benefit Pension Items(1) |  | Total(1)
Beginning balance |  | $ | 808 |  |  | $ | (8,363 | ) |  | $ | (7,555 | ) |  | $ | 1,843 |  |  | $ | (8,745 | ) |  | $ | (6,902 | )
Other comprehensive loss before reclassifications |  |  | (862 | ) |  |  | (3,563 | ) |  |  | (4,425 | ) |  |  | (989 | ) |  |  | (242 | ) |  |  | (1,231 | )
Amounts reclassified from accumulated other comprehensive loss |  |  | (117 | ) |  |  | 520 |  |  |  | 403 |  |  |  | (46 | ) |  |  | 624 |  |  |  | 578 |
Net current period other comprehensive income (loss) |  |  | (979 | ) |  |  | (3,043 | ) |  |  | (4,022 | ) |  |  | (1,035 | ) |  |  | 382 |  |  |  | (653 | )
Ending balance |  | $ | (171 | ) |  | $ | (11,406 | ) |  | $ | (11,577 | ) |  | $ | 808 |  |  | $ | (8,363 | ) |  | $ | (7,555 | )

| (1) | Amounts in parentheses indicate debits on the Consolidated Balance Sheets.

The following table presents the amounts reclassified out of each component of accumulated other comprehensive loss for the periods ending December 31, 2016 and 2015 (in thousands):

|  | Amount reclassified from accumulated other comprehensive loss(1)
Details about accumulated other comprehensive loss components |  | YEAR ENDING DECEMBER 31, 2016 |  | YEAR ENDING DECEMBER 31, 2015 |  | Affected line item in the statement of operations
Unrealized gains and losses on sale of securities |  | $ | (177 | ) |  | $ | (71 | ) |  |  | Net realized gains on investment securities |
|  |  | 60 |  |  |  | 25 |  |  |  | Provision for income taxes |
|  | $ | (117 | ) |  | $ | (46 | ) |  |  | Net of tax |
Amortization of defined benefit items(2) |  |  |  |  |  |  |  |  |  |  |  |
Recognized net actuarial loss |  | $ | 788 |  |  | $ | 946 |  |  |  | Salaries and employee benefits |
|  |  | (268 | ) |  |  | (322 | ) |  |  | Provision for income taxes |
|  | $ | 520 |  |  | $ | 624 |  |  |  | Net of tax |
Total reclassifications for the period |  | $ | 403 |  |  | $ | 578 |  |  |  | Net income |

| (1) | Amounts in parentheses indicate credits.

| (2) | These accumulated other comprehensive loss components are included in the computation of net periodic benefit cost (see Note 14 for additional details).

80

# AMERISERV FINANCIAL, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

## 20. INTANGIBLE ASSETS

The Company’s Consolidated Balance Sheets show both tangible assets (such as loans, buildings, and investments) and intangible assets (such as goodwill). Goodwill has an indefinite life and is not amortized. Instead such intangible is evaluated for impairment at the reporting unit level at least annually. Any resulting impairment would be reflected as a non-interest expense. Of the Company’s goodwill of $11.9 million, $9.5 million is allocated to the retail banking segment and $2.4 million relates to the WCCA acquisition which is included in the trust segment. In the third quarter of 2014, the Company performed a goodwill impairment test and determined that the fair value of WCCA was less than its carrying value and, accordingly, recorded an impairment charge of $669,000. The goodwill impairment charge was the result of a reduction in earnings power caused by the departure of WCCA’s former CEO and subsequent loss of a meaningful number of clients. The balance of the Company’s goodwill at December 31, 2016 and 2015 was $11.9 million, respectively.

## 21. SEGMENT RESULTS

The financial performance of the Company is also monitored by an internal funds transfer pricing profitability measurement system which produces line of business results and key performance measures. The Company’s major business units include retail banking, commercial banking, trust, and investment/parent. The reported results reflect the underlying economics of the business segments. Expenses for centrally provided services are allocated based upon the cost and estimated usage of those services. The businesses are match-funded and interest rate risk is centrally managed and accounted for within the investment/parent business segment. The key performance measure the Company focuses on for each business segment is net income contribution.

Retail banking includes the deposit-gathering branch franchise and lending to both individuals and small businesses. Lending activities include residential mortgage loans, direct consumer loans, and small business commercial loans. Commercial banking to businesses includes commercial loans, and CRE loans. The trust segment contains our wealth management businesses which include the Trust Company, WCCA, our registered investment advisory firm and financial services. Wealth management includes personal trust products and services such as personal portfolio investment management, estate planning and administration, custodial services and pre-need trusts. Also, institutional trust products and services such as 401(k) plans, defined benefit and defined contribution employee benefit plans, and individual retirement accounts are included in this segment. Financial services include the sale of mutual funds, annuities, and insurance products. The wealth management businesses also includes the union collective investment funds, namely the ERECT and BUILD funds which are designed to use union pension dollars in construction projects that utilize union labor. The investment/parent includes the net results of investment securities and borrowing activities, general corporate expenses not allocated to the business segments, interest expense on guaranteed junior subordinated deferrable interest debentures, and centralized interest rate risk management. Inter-segment revenues were not material.

81

# AMERISERV FINANCIAL, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

## 21. SEGMENT RESULTS – (continued)

The contribution of the major business segments to the Consolidated Results of Operations were as follows:

|  | YEAR ENDED DECEMBER 31, 2016
|  | RETAIL BANKING |  | COMMERCIAL BANKING |  | TRUST |  | INVESTMENT/ PARENT |  | TOTAL
|  | (IN THOUSANDS)
Net interest income |  | $ | 20,860 |  |  | $ | 18,518 |  |  | $ | 56 |  |  | $ | (5,300) |  |  | $ | 34,134 |
Provision for loan loss |  |  | 175 |  |  |  | 3,775 |  |  |  | — |  |  |  | — |  |  |  | 3,950 |
Non-interest income |  |  | 5,281 |  |  |  | 439 |  |  |  | 8,749 |  |  |  | 169 |  |  |  | 14,638 |
Non-interest expense |  |  | 21,704 |  |  |  | 10,453 |  |  |  | 7,097 |  |  |  | 2,361 |  |  |  | 41,615 |
Income (loss) before income taxes |  |  | 4,262 |  |  |  | 4,729 |  |  |  | 1,708 |  |  |  | (7,492 | ) |  |  | 3,207 |
Income tax expense (benefit) |  |  | 1,252 |  |  |  | 1,387 |  |  |  | 581 |  |  |  | (2,323 | ) |  |  | 897 |
Net income (loss) |  | $ | 3,010 |  |  | $ | 3,342 |  |  | $ | 1,127 |  |  | $ | (5,169) |  |  | $ | 2,310 |
Total assets |  | $ | 357,500 |  |  | $ | 635,843 |  |  | $ | 5,217 |  |  | $ | 155,220 |  |  | $ | 1,153,780 |

|  | YEAR ENDED DECEMBER 31, 2015
|  | RETAIL BANKING |  | COMMERCIAL BANKING |  | TRUST |  | INVESTMENT/ PARENT |  | TOTAL
|  | (IN THOUSANDS)
Net interest income |  | $ | 20,680 |  |  | $ | 18,390 |  |  | $ | 58 |  |  | $ | (3,767 | ) |  | $ | 35,361 |
Provision for loan loss |  |  | 192 |  |  |  | 1,058 |  |  |  | — |  |  |  | — |  |  |  | 1,250 |
Non-interest income |  |  | 5,537 |  |  |  | 552 |  |  |  | 8,683 |  |  |  | 495 |  |  |  | 15,267 |
Non-interest expense |  |  | 21,849 |  |  |  | 10,303 |  |  |  | 6,606 |  |  |  | 2,280 |  |  |  | 41,038 |
Income (loss) before income taxes |  |  | 4,176 |  |  |  | 7,581 |  |  |  | 2,135 |  |  |  | (5,552 | ) |  |  | 8,340 |
Income tax expense (benefit) |  |  | 1,160 |  |  |  | 2,167 |  |  |  | 726 |  |  |  | (1,710 | ) |  |  | 2,343 |
Net income (loss) |  | $ | 3,016 |  |  | $ | 5,414 |  |  | $ | 1,409 |  |  | $ | (3,842 | ) |  | $ | 5,997 |
Total assets |  | $ | 415,008 |  |  | $ | 589,840 |  |  | $ | 5,263 |  |  | $ | 138,386 |  |  | $ | 1,148,497 |

|  | YEAR ENDED DECEMBER 31, 2014
|  | RETAIL BANKING |  | COMMERCIAL BANKING |  | TRUST |  | INVESTMENT/ PARENT |  | TOTAL
|  | (IN THOUSANDS)
Net interest income |  | $ | 20,141 |  |  | $ | 16,777 |  |  | $ | 47 |  |  | $ | (2,921 | ) |  | $ | 34,044 |
Credit provision for loan loss |  |  | 57 |  |  |  | 318 |  |  |  | — |  |  |  | — |  |  |  | 375 |
Non-interest income |  |  | 5,633 |  |  |  | 381 |  |  |  | 8,118 |  |  |  | 191 |  |  |  | 14,323 |
Non-interest expense |  |  | 22,531 |  |  |  | 10,868 |  |  |  | 6,967 |  |  |  | 3,005 |  |  |  | 43,371 |
Income (loss) before income taxes |  |  | 3,186 |  |  |  | 5,972 |  |  |  | 1,198 |  |  |  | (5,735 | ) |  |  | 4,621 |
Income tax expense (benefit) |  |  | 958 |  |  |  | 1,819 |  |  |  | 634 |  |  |  | (1,813 | ) |  |  | 1,598 |
Net income (loss) |  | $ | 2,228 |  |  | $ | 4,153 |  |  | $ | 564 |  |  | $ | (3,922 | ) |  | $ | 3,023 |
Total assets |  | $ | 376,009 |  |  | $ | 563,690 |  |  | $ | 5,015 |  |  | $ | 144,549 |  |  | $ | 1,089,263 |

82

# AMERISERV FINANCIAL, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

## 22. REGULATORY CAPITAL

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

Quantitative measures established by regulation to ensure capital adequacy require the Company to maintain minimum amounts and ratios (set forth in the table below) of total and Tier I capital to risk-weighted assets, and of Tier I capital to average assets. As of December 31, 2016 and 2015, the Federal Reserve categorized the Company as Well Capitalized under the regulatory framework for prompt corrective action. The Company believes that no conditions or events have occurred that would change this conclusion. To be categorized as well capitalized, the Company must maintain minimum total risk-based, Tier I risk-based, and Tier I leverage ratios as set forth in the table. Additionally, while not a regulatory capital ratio, the Company’s tangible common equity ratio was 7.31% and 7.57% for 2016 and 2015, respectively.

|  | AT DECEMBER 31, 2016
|  | COMPANY |  | BANK |  | MINIMUM REQUIRED FOR CAPITAL ADEQUACY PURPOSES |  | TO BE WELL CAPITALIZED UNDER PROMPT CORRECTIVE ACTION REGULATIONS*
|  | AMOUNT |  | RATIO |  | AMOUNT |  | RATIO |  | RATIO |  | RATIO
|  | (IN THOUSANDS, EXCEPT RATIOS)
Total Capital (To Risk Weighted Assets) |  | $ | 125,131 |  |  |  | 13.15 | % |  | $ | 107,618 |  |  |  | 11.35 | % |  |  | 8.00 | % |  |  | 10.00 | %
Tier 1 Common Equity (To Risk Weighted Assets) |  |  | 95,028 |  |  |  | 9.99 |  |  |  | 96,796 |  |  |  | 10.21 |  |  |  | 4.50 |  |  |  | 6.50 |
Tier 1 Capital (To Risk Weighted Assets) |  |  | 106,868 |  |  |  | 11.23 |  |  |  | 96,796 |  |  |  | 10.21 |  |  |  | 6.00 |  |  |  | 8.00 |
Tier 1 Capital (To Average Assets) |  |  | 106,868 |  |  |  | 9.35 |  |  |  | 96,796 |  |  |  | 8.61 |  |  |  | 4.00 |  |  |  | 5.00 |

|  | AT DECEMBER 31, 2015
|  | COMPANY |  | BANK |  | MINIMUM REQUIRED FOR CAPITAL ADEQUACY PURPOSES |  | TO BE WELL CAPITALIZED UNDER PROMPT CORRECTIVE ACTION REGULATIONS*
|  | AMOUNT |  | RATIO |  | AMOUNT |  | RATIO |  | RATIO |  | RATIO
|  | (IN THOUSANDS, EXCEPT RATIOS)
Total Capital (To Risk Weighted Assets) |  | $ | 144,096 |  |  |  | 15.55 | % |  | $ | 106,890 |  |  |  | 11.67 | % |  |  | 8.00 | % |  |  | 10.00 | %
Tier 1 Common Equity (To Risk Weighted Assets) |  |  | 93,202 |  |  |  | 10.06 |  |  |  | 96,092 |  |  |  | 10.49 |  |  |  | 4.50 |  |  |  | 6.50 |
Tier 1 Capital (To Risk Weighted Assets) |  |  | 125,648 |  |  |  | 13.56 |  |  |  | 96,092 |  |  |  | 10.49 |  |  |  | 6.00 |  |  |  | 8.00 |
Tier 1 Capital (To Average Assets) |  |  | 125,648 |  |  |  | 11.41 |  |  |  | 96,092 |  |  |  | 8.97 |  |  |  | 4.00 |  |  |  | 5.00 |

| * | Applies to the Bank only.

83

# AMERISERV FINANCIAL, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

## 22. REGULATORY CAPITAL – (continued)

On July 2, 2013, the Federal Reserve approved final rules that substantially amend the regulatory risk-based capital rules applicable to the Company and the Bank. The final rules implement the “Basel III” regulatory capital reforms, as well as certain changes required by the Dodd-Frank Act, which will require institutions to, among other things, have more capital and a higher quality of capital by increasing the minimum regulatory capital ratios, and requiring capital buffers. The new rules became effective for the Company on January 1, 2015, with an implementation period that stretches to 2019. For a more detailed discussion see the Capital Resources section of the MD&A.

## 23. PARENT COMPANY FINANCIAL INFORMATION

The parent company functions primarily as a coordinating and servicing unit for all subsidiary entities. Provided services include general management, accounting and taxes, loan review, internal auditing, investment advisory, marketing, insurance risk management, general corporate services, and financial and strategic planning. The following financial information relates only to the parent company operations:

BALANCE SHEETS

|  | AT DECEMBER 31,
|  | 2016 |  | 2015
|  | (IN THOUSANDS)
ASSETS |  |  |  |  |  |  |  |
Cash |  | $ | 100 |  |  | $ | 100 |
Short-term investments in money market funds |  |  | 5,397 |  |  |  | 21,793 |
Investment securities available for sale |  |  | 6,041 |  |  |  | 8,484 |
Equity investment in banking subsidiary |  |  | 97,158 |  |  |  | 100,726 |
Equity investment in non-banking subsidiaries |  |  | 5,168 |  |  |  | 6,007 |
Other assets |  |  | 2,665 |  |  |  | 3,197 |
TOTAL ASSETS |  | $ | 116,529 |  |  | $ | 140,307 |
LIABILITIES |  |  |  |  |  |  |  |
Guaranteed junior subordinated deferrable interest debentures |  | $ | 12,908 |  |  | $ | 12,892 |
Subordinated debt |  |  | 7,441 |  |  |  | 7,418 |
Other liabilities |  |  | 785 |  |  |  | 1,024 |
TOTAL LIABILITIES |  |  | 21,134 |  |  |  | 21,334 |
STOCKHOLDERS’ EQUITY |  |  |  |  |  |  |  |
Total stockholders’ equity |  |  | 95,395 |  |  |  | 118,973 |
TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY |  | $ | 116,529 |  |  | $ | 140,307 |

84

# AMERISERV FINANCIAL, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

## 23. PARENT COMPANY FINANCIAL INFORMATION – (continued)

STATEMENTS OF OPERATIONS

|  | YEAR ENDED DECEMBER 31,
|  | 2016 |  | 2015 |  | 2014
|  | (IN THOUSANDS)
INCOME |  |  |  |  |  |  |  |  |  |  |  |
Inter-entity management and other fees |  | $ | 2,305 |  |  | $ | 2,432 |  |  | $ | 2,432 |
Dividends from banking subsidiary |  |  | 3,000 |  |  |  | 5,100 |  |  |  | 1,500 |
Dividends from non-banking subsidiaries |  |  | 650 |  |  |  | 975 |  |  |  | 870 |
Interest, dividend and other income |  |  | 214 |  |  |  | 669 |  |  |  | 262 |
TOTAL INCOME |  |  | 6,169 |  |  |  | 9,176 |  |  |  | 5,064 |
EXPENSE |  |  |  |  |  |  |  |  |  |  |  |
Interest expense |  |  | 1,640 |  |  |  | 1,125 |  |  |  | 1,121 |
Salaries and employee benefits |  |  | 2,314 |  |  |  | 2,302 |  |  |  | 2,576 |
Other expense |  |  | 1,549 |  |  |  | 1,563 |  |  |  | 1,996 |
TOTAL EXPENSE |  |  | 5,503 |  |  |  | 4,990 |  |  |  | 5,693 |
INCOME (LOSS) BEFORE INCOME TAXES AND EQUITY IN UNDISTRIBUTED EARNINGS OF SUBSIDIARIES |  |  | 666 |  |  |  | 4,187 |  |  |  | (629 | )
Benefit for income taxes |  |  | (1,015 | ) |  |  | 642 |  |  |  | 1,020 |
Equity in undistributed earnings of subsidiaries |  |  | 629 |  |  |  | 1,168 |  |  |  | 2,632 |
NET INCOME |  | $ | 2,310 |  |  | $ | 5,997 |  |  | $ | 3,023 |
COMPREHENSIVE INCOME (LOSS) |  | $ | (1,712) |  |  | $ | 5,344 |  |  | $ | 1,996 |

85

# AMERISERV FINANCIAL, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

## 23. PARENT COMPANY FINANCIAL INFORMATION – (continued)

STATEMENTS OF CASH FLOWS

|  | YEAR ENDED DECEMBER 31,
|  | 2016 |  | 2015 |  | 2014
|  | (IN THOUSANDS)
OPERATING ACTIVITIES |  |  |  |  |  |  |  |  |  |  |  |
Net income |  | $ | 2,310 |  |  | $ | 5,997 |  |  | $ | 3,023 |
Adjustment to reconcile net income to net cash (used in) provided by operating activities: |  |  |  |  |  |  |  |  |  |  |  |
Equity in undistributed earnings of subsidiaries |  |  | (629 | ) |  |  | (1,168 | ) |  |  | (2,632 | )
Stock compensation expense |  |  | 20 |  |  |  | 29 |  |  |  | 42 |
Other – net |  |  | 1,463 |  |  |  | 842 |  |  |  | (505 | )
NET CASH PROVIDED BY (USED IN) OPERATING ACTIVITIES |  |  | 3,164 |  |  |  | 5,700 |  |  |  | (72 | )
INVESTING ACTIVITIES |  |  |  |  |  |  |  |  |  |  |  |
Purchase of investment securities – available for sale |  |  | (996 | ) |  |  | (1,533 | ) |  |  | (2,027 | )
Proceeds from maturity of investment securities – available for sale |  |  | 3,396 |  |  |  | 4,669 |  |  |  | 2,284 |
Proceeds from life insurance policies |  |  | — |  |  |  | 719 |  |  |  | — |
NET CASH PROVIDED BY INVESTING ACTIVITIES |  |  | 2,400 |  |  |  | 3,855 |  |  |  | 257 |
FINANCING ACTIVITIES |  |  |  |  |  |  |  |  |  |  |  |
Subordinated debt issuance, net |  |  | — |  |  |  | 7,418 |  |  |  | — |
Preferred stock redemption |  |  | (21,000 | ) |  |  | — |  |  |  | — |
Preferred stock dividends paid |  |  | (15 | ) |  |  | (210 | ) |  |  | (210 | )
Common stock dividends paid |  |  | (945 | ) |  |  | (754 | ) |  |  | (752 | )
NET CASH (USED IN) PROVIDED BY FINANCING ACTIVITIES |  |  | (21,960 | ) |  |  | 6,454 |  |  |  | (962 | )
NET (DECREASE) INCREASE IN CASH AND CASH EQUIVALENTS |  |  | (16,396 | ) |  |  | 16,009 |  |  |  | (777 | )
CASH AND CASH EQUIVALENTS AT JANUARY 1 |  |  | 21,893 |  |  |  | 5,884 |  |  |  | 6,661 |
CASH AND CASH EQUIVALENTS AT DECEMBER 31 |  | $ | 5,497 |  |  | $ | 21,893 |  |  | $ | 5,884 |

The ability of the subsidiary Bank to upstream cash to the parent company is restricted by regulations. Federal law prevents the parent company from borrowing from its subsidiary Bank unless the loans are secured by specified assets. Further, such secured loans are limited in amount to ten percent of the subsidiary Bank’s capital and surplus. In addition, the Bank is subject to legal limitations on the amount of dividends that can be paid to its shareholder. The dividend limitation generally restricts dividend payments to a bank’s retained net income for the current and preceding two calendar years. Cash may also be upstreamed to the parent company by the subsidiaries as an inter-entity management fee. The subsidiary Bank had a combined $109,600,000 of restricted surplus and retained earnings at December 31, 2016.

86

# AMERISERV FINANCIAL, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

## 24. SELECTED QUARTERLY CONSOLIDATED FINANCIAL DATA (unaudited)

The following table sets forth certain unaudited quarterly consolidated financial data regarding the Company:

|  | 2016 QUARTER ENDED
|  | DEC. 31 |  | SEPT. 30 |  | JUNE 30 |  | MARCH 31
|  | (IN THOUSANDS, EXCEPT PER SHARE DATA)
Interest income |  | $ | 10,582 |  |  | $ | 10,476 |  |  | $ | 10,389 |  |  | $ | 10,422 |
Interest expense |  |  | 1,998 |  |  |  | 1,970 |  |  |  | 1,903 |  |  |  | 1,864 |
Net interest income |  |  | 8,584 |  |  |  | 8,506 |  |  |  | 8,486 |  |  |  | 8,558 |
Provision for loan losses |  |  | 300 |  |  |  | 300 |  |  |  | 250 |  |  |  | 3,100 |
Net interest income after provision for loan losses |  |  | 8,284 |  |  |  | 8,206 |  |  |  | 8,236 |  |  |  | 5,458 |
Non-interest income |  |  | 3,798 |  |  |  | 3,661 |  |  |  | 3,742 |  |  |  | 3,437 |
Non-interest expense |  |  | 10,509 |  |  |  | 10,356 |  |  |  | 10,039 |  |  |  | 10,711 |
Income (loss) before income taxes |  |  | 1,573 |  |  |  | 1,511 |  |  |  | 1,939 |  |  |  | (1,816 | )
Provision (benefit) for income taxes |  |  | 423 |  |  |  | 446 |  |  |  | 577 |  |  |  | (549 | )
Net income (loss) |  | $ | 1,150 |  |  | $ | 1,065 |  |  | $ | 1,362 |  |  | $ | (1,267 | )
Basic earnings (loss) per common share |  | $ | 0.06 |  |  | $ | 0.06 |  |  | $ | 0.07 |  |  | $ | (0.07 | )
Diluted earnings (loss) per common share |  |  | 0.06 |  |  |  | 0.06 |  |  |  | 0.07 |  |  |  | (0.07 | )
Cash dividends declared per common share |  |  | 0.015 |  |  |  | 0.015 |  |  |  | 0.010 |  |  |  | 0.010 |

|  | 2015 QUARTER ENDED
|  | DEC. 31 |  | SEPT. 30 |  | JUNE 30 |  | MARCH 31
|  | (IN THOUSANDS, EXCEPT PER SHARE DATA)
Interest income |  | $ | 10,282 |  |  | $ | 10,667 |  |  | $ | 10,409 |  |  | $ | 10,523 |
Interest expense |  |  | 1,690 |  |  |  | 1,632 |  |  |  | 1,609 |  |  |  | 1,589 |
Net interest income |  |  | 8,592 |  |  |  | 9,035 |  |  |  | 8,800 |  |  |  | 8,934 |
Provision (credit) for loan losses |  |  | 500 |  |  |  | 300 |  |  |  | 200 |  |  |  | 250 |
Net interest income after provision (credit) for loan losses |  |  | 8,092 |  |  |  | 8,735 |  |  |  | 8,600 |  |  |  | 8,684 |
Non-interest income |  |  | 3,848 |  |  |  | 4,015 |  |  |  | 3,692 |  |  |  | 3,712 |
Non-interest expense |  |  | 10,170 |  |  |  | 10,219 |  |  |  | 10,239 |  |  |  | 10,410 |
Income before income taxes |  |  | 1,770 |  |  |  | 2,531 |  |  |  | 2,053 |  |  |  | 1,986 |
Provision for income taxes |  |  | 396 |  |  |  | 698 |  |  |  | 632 |  |  |  | 617 |
Net income |  | $ | 1,374 |  |  | $ | 1,833 |  |  | $ | 1,421 |  |  | $ | 1,369 |
Basic earnings per common share |  | $ | 0.07 |  |  | $ | 0.09 |  |  | $ | 0.07 |  |  | $ | 0.07 |
Diluted earnings per common share |  |  | 0.07 |  |  |  | 0.09 |  |  |  | 0.07 |  |  |  | 0.07 |
Cash dividends declared per common share |  |  | 0.01 |  |  |  | 0.01 |  |  |  | 0.01 |  |  |  | 0.01 |

87

# REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

Board of Directors and Stockholders
AmeriServ Financial, Inc.

We have audited the accompanying consolidated balance sheets of AmeriServ Financial, Inc. and subsidiaries as of December 31, 2016 and 2015, and the related consolidated statements of operations, comprehensive income, changes in stockholders’ equity, and cash flows for each of the three years in the period ended December 31, 2016. These consolidated financial statements are the responsibility of AmeriServ Financial, Inc.’s management. Our responsibility is to express an opinion on these consolidated financial statements based on our audits.

We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audits 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, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of AmeriServ Financial, Inc. and subsidiaries as of December 31, 2016 and 2015, and the results of their operations and their cash flows for each of the three years in the period ended December 31, 2016, in conformity with U.S. generally accepted accounting principles.

We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States), AmeriServ Financial, Inc. and subsidiaries’ internal control over financial reporting as of December 31, 2016, based on criteria established in Internal Control — Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission in 2013, and our report dated March 3, 2017, expressed an unqualified opinion on the effectiveness of AmeriServ Financial, Inc.’s internal control over financial reporting.

/s/ S.R. Snodgrass, P.C.
Cranberry Township, Pennsylvania
March 3, 2017

88

# REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM ON
INTERNAL CONTROL OVER FINANCIAL REPORTING

To the Board of Directors and Stockholders
AmeriServ Financial, Inc.
Johnstown, Pennsylvania

We have audited AmeriServ Financial, Inc. and subsidiaries’ internal control over financial reporting as of December 31, 2016, based on criteria established in Internal Control — Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (“COSO”) in 2013. AmeriServ Financial, Inc.’s management is responsible for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting included in the accompanying Report on Management’s Assessment of Internal Control over Financial Reporting. Our responsibility is to express an opinion on the AmeriServ Financial, Inc.’s internal control over financial reporting based on our audit.

We conducted our audit in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects. Our audit included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. Our audit also included performing such other procedures as we considered necessary in the circumstances. We believe that our audit provides a reasonable basis for our opinion.

A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal control over financial reporting includes those policies and procedures that (a) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (b) provide reasonable assurance that transactions are recorded, as necessary, to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (c) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

In our opinion, AmeriServ Financial, Inc. maintained, in all material respects, effective internal control over financial reporting as of December 31, 2016, based on criteria established in Internal Control — Integrated Framework issued by COSO in 2013.

We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States), the consolidated balance sheets of AmeriServ Financial, Inc. and subsidiaries as of December 31, 2016 and 2015, and the related consolidated statements of operations, comprehensive income, changes in stockholders’ equity, and cash flows for each of the three years in the period ended December 31, 2016, and our report dated March 3, 2017, expressed an unqualified opinion.

/s/ S.R. Snodgrass, P.C.
Cranberry Township, Pennsylvania
March 3, 2017

89

# REPORT ON MANAGEMENT’S ASSESSMENT OF
INTERNAL CONTROL OVER FINANCIAL REPORTING

We, as management of AmeriServ Financial, Inc., are responsible for establishing and maintaining effective internal control over financial reporting that is designed to produce reliable financial statements in conformity with United States generally accepted accounting principles. The system of internal control over financial reporting as it relates to the financial statements is evaluated for effectiveness by management and tested for reliability through a program of internal audits. Actions are taken to correct potential deficiencies as they are identified. Any system of internal control, no matter how well designed, has inherent limitations, including the possibility that a control can be circumvented or overridden and misstatements due to error or fraud may occur and not be detected. Also, because of changes in conditions, internal control effectiveness may vary over time. Accordingly, even an effective system of internal control will provide only reasonable assurance with respect to financial statement preparation.

Management assessed the Company’s system of internal control over financial reporting as of December 31, 2016, in relation to criteria for effective internal control over financial reporting as described in “2013 Internal Control — Integrated Framework,” issued by the Committee of Sponsoring Organizations of the Treadway Commission. Based on this assessment, management concludes that, as of December 31, 2016, its system of internal control over financial reporting is effective and meets the criteria of the “2013 Internal Control — Integrated Framework”. S.R. Snodgrass, P.C., independent registered public accounting firm, has issued an audit report on the effectiveness of the Company’s internal control over financial reporting as of December 31, 2016.

Management is responsible for compliance with the federal and state laws and regulations concerning dividend restrictions and federal laws and regulations concerning loans to insiders designated by the Federal Reserve as safety and soundness laws and regulations.

Management has assessed compliance by the Company with the designated laws and regulations relating to safety and soundness. Based on the assessment, management believes that the Company complied, in all significant respects, with the designated laws and regulations related to safety and soundness for the year ended December 31, 2016.

/s/ JEFFREY A. STOPKO Jeffrey A. Stopko President & Chief Executive Officer |  | /s/ MICHAEL D. LYNCH Michael D. Lynch Senior Vice President & Chief Financial Officer

Johnstown, PA
March 3, 2017

90

# STATEMENT OF MANAGEMENT RESPONSIBILITY

February 16, 2017
To the Stockholders and
Board of Directors of
AmeriServ Financial, Inc.

Management of AmeriServ Financial, Inc. and its subsidiaries have prepared the consolidated financial statements and other information in the Annual Report and Form 10-K in accordance with United States generally accepted accounting principles and are responsible for its accuracy.

In meeting its responsibility, management relies on internal accounting and related control systems, which include selection and training of qualified personnel, establishment and communication of accounting and administrative policies and procedures, appropriate segregation of responsibilities, and programs of internal audit. These systems are designed to provide reasonable assurance that financial records are reliable for preparing financial statements and maintaining accountability for assets and that assets are safeguarded against unauthorized use or disposition. Such assurance cannot be absolute because of inherent limitations in any internal control system.

Management also recognizes its responsibility to foster a climate in which Company affairs are conducted with the highest ethical standards. The Company’s Code of Conduct, furnished to each employee and director, addresses the importance of open internal communications, potential conflicts of interest, compliance with applicable laws, including those related to financial disclosure, the confidentiality of proprietary information, and other items. There is an ongoing program to assess compliance with these policies.

The Audit Committee of the Company’s Board of Directors consists solely of independent directors. The Audit Committee meets periodically with management and the independent auditors to discuss audit, financial reporting, and related matters. S.R. Snodgrass P.C. and the Company’s internal auditors have direct access to the Audit Committee.

/s/ JEFFREY A. STOPKO Jeffrey A. Stopko President & Chief Executive Officer |  | /s/ MICHAEL D. LYNCH Michael D. Lynch Senior Vice President & Chief Financial Officer

91

## ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE

None.

## ITEM 9A. CONTROLS AND PROCEDURES

Evaluation of Disclosure Controls and Procedures. As of December 31, 2016, an evaluation was performed under the supervision and with the participation of the Company’s management, including the Chief Executive Officer and Chief Financial Officer, on the effectiveness of the design and operation of the Company’s disclosure controls and procedures (as defined in Rule 13a-15(e) promulgated under the Securities Exchange Act of 1934, as amended (the Exchange Act)). Based on that evaluation, the Company’s management, including the Chief Executive Officer and Chief Financial Officer, concluded that the Company’s disclosure controls and procedures were effective as of December 31, 2016.

Disclosure controls and procedures are the controls and other procedures that are designed to ensure that the information required to be disclosed by the Company in its reports filed and submitted under the Exchange Act, is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed by the Company in its reports filed under the Exchange Act is accumulated and communicated to the Company’s management, including its principal executive officer and principal financial officer, as appropriate to allow timely decisions regarding required disclosure.

Management Report on Internal Control over Financial Reporting. The Company’s management is responsible for establishing and maintaining adequate internal control over financial reporting, as such term is defined in Rule 13a-15(f) under the Exchange Act. Management’s assessment of internal control over financial reporting for the fiscal year ended December 31, 2016 is included in Item 8.

## ITEM 9B. OTHER INFORMATION

None.

92

# PART III

## ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE

Information required by this section relating to Directors of the Registrant is presented in the “Election of ASRV Directors” section of the Proxy Statement for the Annual Meeting of Shareholders.

## ITEM 11. EXECUTIVE COMPENSATION

Information required by this section is presented in the “Compensation Committee Interlocks and Insider Participation,” “Compensation Discussion and Analysis,” the “Compensation Committee Report,” and “Compensation Paid to Executive Officers” sections of the Proxy Statement for the Annual Meeting of Shareholders.

93

## ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS

Equity Compensation Plan Information

The following table summarizes the number of shares remaining for issuance under the Company’s outstanding stock incentive plans as of December 31, 2016.

Equity Compensation Plan Information
Plan category |  | Number of securities to be issued upon exercise of outstanding options, warrants and rights (a) |  | Weighted-average exercise price of outstanding options, warrants and rights (b) |  | Number of securities remaining available for future issuance under equity compensation plans (excluding securities reflected in column (a)) (c)
Equity compensation plans approved by security holders |  |  | 427,566 |  |  | $ | 2.77 |  |  |  | 372,434 |
Equity compensation plans not approved by security holders |  |  | 0 |  |  |  | 0 |  |  |  | 0 |
Total |  |  | 427,566 |  |  | $ | 2.77 |  |  |  | 372,434 |

Information required by this section is presented in the “Principal Owners” and “Security Ownership of Management” sections of the Proxy Statement for the Annual Meeting of Shareholders.

## ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE

Information required by this section is presented in the “Director Independence and Transactions with Related Parties” section of the Proxy Statement for the Annual Meeting of Shareholders.

## ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES

Information required by this section is presented in the “Independent Registered Accounting Firm” section of the Proxy Statement for the Annual Meeting of Shareholders.

94

# PART IV

##### ITEM 15. EXHIBITS AND CONSOLIDATED FINANCIAL STATEMENT SCHEDULES

## CONSOLIDATED FINANCIAL STATEMENTS FILED:

The consolidated financial statements listed below are from this 2016 Form 10-K and Part II — Item 8. Page references are to this Form 10-K.

##### CONSOLIDATED FINANCIAL STATEMENTS:

AmeriServ Financial, Inc. and Subsidiaries |  |  |  |
Consolidated Balance Sheets, |  |  | 37 |
Consolidated Statements of Operations, |  |  | 38 |
Consolidated Statements of Comprehensive Income (Loss), |  |  | 40 |
Consolidated Statements of Changes in Stockholders’ Equity, |  |  | 41 |
Consolidated Statements of Cash Flows, |  |  | 42 |
Notes to Consolidated Financial Statements, |  |  | 43 |
Report of Independent Registered Public Accounting Firm, |  |  | 88 |
Report of Independent Registered Public Accounting Firm on Internal Control Over Financial Reporting, |  |  | 89 |
Report of Management’s Assessment of Internal Control Over Financial Reporting, |  |  | 90 |
Statement of Management Responsibility, |  |  | 91 |

##### CONSOLIDATED FINANCIAL STATEMENT SCHEDULES:

These schedules are not required or are not applicable under SEC accounting regulations and therefore have been omitted.

95

EXHIBITS:

The exhibits listed below are filed herewith or to other filings.

EXHIBIT NUMBER |  | DESCRIPTION |  | PRIOR FILING OR EXHIBIT PAGE NUMBER HEREIN
3.1 |  | Amended and Restated Articles of Incorporation as amended through August 11, 2011. |  | Exhibit 3.1 to the Registration Statement on Form S-8 (File No. 333-176869) filed on September 16, 2011
3.2 |  | Bylaws, as amended and restated effective December 30, 2014. |  | Exhibit 3.2 to the Current Report on Form 8-K filed on January 2, 2015
10.1 |  | Employment Agreement, dated April 27, 2015, between AmeriServ Financial, Inc. and Jeffrey A. Stopko. |  | Exhibit 10.1 to the Current Report on Form 8-K filed on April 28, 2015
10.2 |  | AmeriServ Financial, Inc. 2011 Stock Incentive Plan |  | Appendix A to the Definitive Proxy Statement, filed under Schedule 14A, filed on March 21, 2011
10.3 |  | AmeriServ Financial, Inc. Deferred Compensation Plan |  | Exhibit 10.1 to the Current Report on Form 8-K filed on October 21, 2014
10.4 |  | Employment Agreement, dated February 19, 2016, between AmeriServ Financial, Inc. and Michael D. Lynch. |  | Exhibit 10.1 to the Current Report on Form 8-K filed on February 24, 2016
21.1 |  | Subsidiaries of the Registrant. |  | Attached
23.1 |  | Consent of Independent Registered Public Accounting Firm |  | Attached
31.1 |  | Certification pursuant to Rule 13a-14(a)/15d-14(a), as adopted pursuant to section 302 of the Sarbanes-Oxley Act of 2002. |  | Attached
31.2 |  | Certification pursuant to Rule 13a-14(a)/15d-14(a), as adopted pursuant to section 302 of the Sarbanes-Oxley Act of 2002. |  | Attached
32.1 |  | Certification pursuant to 18 U.S.C. section 1350, as adopted pursuant to section 906 of the Sarbanes-Oxley Act of 2002. |  | Attached
32.2 |  | Certification pursuant to 18 U.S.C. section 1350, as adopted pursuant to section 906 of the Sarbanes-Oxley Act of 2002. |  | Attached
101 |  | The following information from AMERISERV FINANCIAL, INC.’s Annual Report on Form 10-K for the year ended December 31, 2016, formatted in XBRL (eTensible Business Reporting Language): (i) Consolidated Balance Sheets, (ii) Consolidated Statements of Operations, (iii) Consolidated Statements of Cash Flows, and (iv) Notes to the Consolidated Financial Statements. |  | Attached

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# SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

AmeriServ Financial, Inc.
(Registrant)

| By: | /s/ Jeffrey A. Stopko Jeffrey A. Stopko President & CEO

Date: February 16, 2017

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities indicated on February 16, 2017:

/s/ Craig G. Ford Craig G. Ford |  | Chairman Director |  |  |  |
/s/ Jeffrey A. Stopko Jeffrey A. Stopko |  | President & CEO Director |  | /s/ Michael D. Lynch Michael D. Lynch |  | CFO & SVP
/s/ J. Michael Adams, Jr. J. Michael Adams, Jr. |  | Director |  | /s/ Margaret A. O’Malley Margaret A. O’Malley |  | Director
/s/ Allan R. Dennison Allan R. Dennison |  | Director |  | /s/ Mark E. Pasquerilla Mark E. Pasquerilla |  | Director
/s/ Daniel R. DeVos Daniel R. DeVos |  | Director |  | /s/ Sara A. Sargent Sara A. Sargent |  | Director
/s/ Bruce E. Duke, III Bruce E. Duke, III |  | Director |  | /s/ Thomas C. Slater Thomas C. Slater |  | Director
/s/ James M. Edwards, Sr. James M. Edwards, Sr. |  | Director |  | /s/ Robert L. Wise Robert L. Wise |  | Director
/s/ Kim W. Kunkle Kim W. Kunkle |  | Director |  |  |  |

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# AMERISERV FINANCIAL, INC.

AMERISERV FINANCIAL
BANK OFFICE LOCATIONS

| * | Main Office Downtown 216 Franklin Street PO Box 520 Johnstown, PA 15907-0520 1-800-837-BANK (2265)

| * | Westmont Office 110 Plaza Drive Johnstown, PA 15905-1211

| * | University Heights Office 1404 Eisenhower Boulevard Johnstown, PA 15904-3218

| * | Eighth Ward Office 1059 Franklin Street Johnstown, PA 15905-4303

| * | Carrolltown Office 101 South Main Street Carrolltown, PA 15722-0507

| * | Northern Cambria Office 4206 Crawford Avenue Suite 1 Northern Cambria, PA 15714-1342

| * | Lovell Park Office 179 Lovell Avenue Ebensburg, PA 15931-1864

| * | Nanty Glo Office 1383 Shoemaker Street Nanty Glo, PA 15943-1254

| * | Galleria Mall Office 500 Galleria Drive Suite 100 Johnstown, PA 15904-8911

| * | Seward Office 1 Roadway Plaza 6858 Route 711 Suite One Seward, PA 15954-3130

| * | Windber Office 1501 Somerset Avenue Windber, PA 15963-1745

| * | Central City Office 104 Sunshine Avenue Central City, PA 15926-1129

| * | Somerset Office 108 W. Main Street Somerset, PA 15501-2035

| * | Derry Office 112 South Chestnut Street Derry, PA 15627-1938

| * | East Hills Drive-up, 1213 Scalp Avenue Johnstown, PA 15904-

|  | Pittsburgh Office United Steelworkers Bldg 60 Boulevard of the Allies Suite 100 Pittsburgh, PA 15222-1232

| * | North Atherton Office 1857 N. Atherton Street State College, PA 16803-1521

| * | = 24-Hour ATM Banking Available

REMOTE ATM
BANKING LOCATIONS

| ** | Main Office, 216 Franklin Street, Johnstown The Galleria, Johnstown

AMERISERV LOAN
PRODUCTION LOCATIONS

Main Office Downtown
216 Franklin Street
PO Box 520
Johnstown, PA 15907-0520

Altoona Office
3415 Pleasant Valley Boulevard
Pleasant Valley Shopping Center
Altoona, PA 16602-4321

Hagerstown Office
1829 Howell Road
Suite 3
Hagerstown, MD 21740-6606

Monroeville LPO
201 Penn Center Boulevard
Suite 200
Pittsburgh, PA 15235-5507

State College Loan Store
763 Benner Pike
State College, PA 16801-7313

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SHAREHOLDER INFORMATION
SECURITIES MARKETS

AmeriServ Financial, Inc. Common Stock is publicly traded and quoted on the NASDAQ National Market System. The common stock is traded under the symbol of “ASRV.” The listed market makers for the stock are:

Sandler O’Neill & Partners, L.P. 1251 Avenue of the Americas 6th Floor New York, NY 10020 Telephone: (800) 635-6860 |  | Keefe Bruyette & Woods, Inc. 787 Seventh Avenue Equitable Bldg — 4th Floor New York, NY 10019 Telephone: (800) 966-1559
Stifel Nicolaus 1407 Eisenhower Boulevard Johnstown, PA 15904 Telephone: (814) 269-9211 |  | KCG 300 Vesey Street New York, NY 10282 Telephone: (888) 931-4357

CORPORATE OFFICES

The corporate offices of AmeriServ Financial, Inc. are located at 216 Franklin Street, Johnstown, PA 15901. Mailing address:

P.O. Box 430
Johnstown, PA 15907-0430
(814) 533-5300

AGENTS

The transfer agent and registrar for AmeriServ Financial, Inc.’s common stock is:

Computershare Investor Services
P O Box 43078
Providence, RI 02940-3078
Shareholder Inquiries: 1-800-730-4001
Internet Address: http://www.Computershare.com

INFORMATION

Analysts, investors, shareholders, and others seeking financial data about AmeriServ Financial, Inc. or any of its subsidiaries’ annual and quarterly reports, proxy statements, 10-K, 10-Q, 8-K, and call reports — are asked to contact Jeffrey A. Stopko, President & Chief Executive Officer at (814) 533-5310 or by e-mail at JStopko@AmeriServ.com. The Company also maintains a website (www.AmeriServ.com) that makes available, free of charge, such reports and proxy statements and other current financial information, such as press releases and SEC documents, as well as the corporate governance documents under the Investor Relations tab on the Company’s website. Information contained on the Company’s website is not incorporated by reference into this Annual Report on Form 10-K.

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