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FORM 10-Q

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

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

For the Quarter ended Sept. 30, 2002     Commission file number 2-80339

FARMERS NATIONAL BANC CORP.

(Exact name of registrant as specified in its charter)

OHIO 34-1371693


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

20 South Broad Street
Canfield, OH 44406
44406


(Address of principal executive offices) (Zip Code)

(330) 533-3341

(Registrant’s telephone number, including area code)

Not applicable

(Former name, former address and former fiscal year,
if changed since last report)

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.

Yes [ X ]             No [   ]

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

Class   Outstanding at October 31, 2002


Common Stock, No Par Value 12,141,952 shares


TABLE OF CONTENTS

PART I - FINANCIAL INFORMATION
Item 1. Financial Statements
CONSOLIDATED BALANCE SHEETS
CONSOLIDATED STATEMENTS OF INCOME AND COMPREHENSIVE INCOME
CONSOLIDATED STATEMENTS OF CASH FLOWS
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations
Item 3. Quantitative and Qualitative Disclosures About Market Risk
Item 4. Controls and Procedures
PART II - OTHER INFORMATION
Item 1. Legal Proceedings
Item 2. Changes in Securities
Item 3. Defaults Upon Senior Securities
Item 4. Submission of Matters to a Vote of Security Holders
Item 5. Other Information
Item 6. Exhibits and Reports on Form 8-K
SIGNATURES
CERTIFICATIONS
EX-99.1 Certification of CEO
EX-99.2 Certification of CFO


Table of Contents

PART I - FINANCIAL INFORMATION
 
 
Page
Item 1. Financial Statements
 
Included in Part I of this report:
 
Farmers National Banc Corp. and Subsidiary
 
Consolidated Balance Sheets
1
Consolidated Statements of Income and Comprehensive Income
2
Consolidated Statements of Cash Flows
3
Notes to Consolidated Financial Statements
4
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations
5-9
Item 3. Quantitative and Qualitative Disclosures About Market Risk
10
Item 4. Controls and Procedures
10
PART II - OTHER INFORMATION
 
Other Information, Signatures and Certifications
10-14


Table of Contents

CONSOLIDATED BALANCE SHEETS
FARMERS NATIONAL BANC CORP. AND SUBSIDIARY
   
 
  (In Thousands of Dollars)
 
  September 30,   December 31,
 
  2002   2001
 
 
 
ASSETS
               
Cash and due from banks
  $ 24,936     $ 23,871  
Federal funds sold
    27,320       41,542  
 
   
     
 
TOTAL CASH AND CASH EQUIVALENTS
    52,256       65,413  
 
   
     
 
Securities available for sale
    238,148       143,575  
Loans
    448,069       435,470  
Less allowance for credit losses
    6,747       6,442  
 
   
     
 
NET LOANS
    441,322       429,028  
 
   
     
 
Premises and equipment, net
    12,938       13,009  
Other assets
    6,164       5,669  
 
   
     
 
 
  $ 750,828     $ 656,694  
 
   
     
 
LIABILITIES AND STOCKHOLDERS EQUITY
               
Deposits (all domestic):
               
Noninterest-bearing
  $ 50,455     $ 52,754  
Interest-bearing
    531,499       450,890  
 
   
     
 
TOTAL DEPOSITS
    581,954       503,644  
 
   
     
 
U. S. Treasury interest-bearing demand note
    801       141  
Securities sold under repurchase agreements
    59,979       47,444  
Federal Home Loan Bank advances
    24,173       26,832  
Other liabilities and deferred credits
    4,133       2,915  
 
   
     
 
TOTAL LIABILITIES
    671,040       580,976  
 
   
     
 
Stockholders Equity:
               
Common Stock - Authorized 25,000,000 shares; issued and outstanding 12,158,161 in 2002 and 12,111,331 in 2001
    58,277       55,419  
Retained earnings
    21,261       20,672  
Accumulated other comprehensive income
    4,657       1,741  
Treasury stock, at cost; 376,570 shares in 2002 and 176,351 in 2001
    (4,407 )     (2,114 )
 
   
     
 
TOTAL STOCKHOLDERS EQUITY
    79,788       75,718  
 
   
     
 
 
  $ 750,828     $ 656,694  
 
   
     
 

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CONSOLIDATED STATEMENTS OF INCOME AND COMPREHENSIVE INCOME
                 
FARMERS NATIONAL BANC CORP. AND SUBSIDIARY
                                 
 
    (In Thousands except Per Share Data)
 
    For the Three Months Ended   For the Nine Months Ended
 
    Sept. 30,
2002
  Sept. 30,
2001
  Sept. 30,
2002
  Sept. 30,
2001
     
 
 
 
INTEREST INCOME
                                 
Interest and fees on loans
    $ 8,623     $ 9,274     $ 25,976     $ 28,064  
Interest and dividends on securities:
                                 
Taxable interest
      1,848       1,381       4,622       4,167  
Nontaxable interest
      392       364       1,102       966  
Dividends
      169       226       546       684  
Interest on federal funds sold
      148       245       537       679  
       
     
     
     
 
TOTAL INTEREST INCOME
      11,180       11,490       32,783       34,560  
       
     
     
     
 
INTEREST EXPENSE
                                 
Deposits
      3,433       4,367       10,994       13,323  
Borrowings
      785       818       2,387       2,731  
       
     
     
     
 
TOTAL INTEREST EXPENSE
      4,218       5,185       13,381       16,054  
       
     
     
     
 
NET INTEREST INCOME
      6,962       6,305       19,402       18,506  
Provision for credit losses
      270       270       810       810  
       
     
     
     
 
NET INTEREST INCOME AFTER
                                 
PROVISION FOR CREDIT LOSSES
      6,692       6,035       18,592       17,696  
       
     
     
     
 
OTHER INCOME
                                 
Service charges on deposit accounts
      495       551       1,375       1,577  
Investment security gains
      79       35       232       60  
Other operating income
      290       341       831       894  
       
     
     
     
 
TOTAL OTHER INCOME
      864       927       2,438       2,531  
       
     
     
     
 
OTHER EXPENSES
                                 
Salaries and employee benefits
      2,433       2,260       7,162       6,639  
Net occupancy expense of premises
      271       272       800       801  
Furniture and equipment expense, including depreciation
      278       296       903       883  
Intangible and other taxes
      220       214       630       641  
Other operating expenses
      1,172       1,135       3,570       3,382  
       
     
     
     
 
TOTAL OTHER EXPENSES
      4,374       4,177       13,065       12,346  
       
     
     
     
 
INCOME BEFORE FEDERAL INCOME TAXES
      3,182       2,785       7,965       7,881  
FEDERAL INCOME TAXES
      941       776       2,309       2,269  
       
     
     
     
 
NET INCOME
    $ 2,241     $ 2,009     $ 5,656     $ 5,612  
OTHER COMPREHENSIVE INCOME, NET OF TAX:
                                 
Unrealized gains on securities
      2,058       1,075       2,916       2,137  
       
     
     
     
 
COMPREHENSIVE INCOME
    $ 4,299     $ 3,084     $ 8,572     $ 7,749  
       
     
     
     
 
* NET INCOME PER SHARE
    $ 0.19     $ 0.17     $ 0.47     $ 0.47  
       
     
     
     
 
* Restated to reflect weighted average shares outstanding.
                                 

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CONSOLIDATED STATEMENTS OF CASH FLOWS
FARMERS NATIONAL BANC CORP. AND SUBSIDIARY
  (In Thousands of Dollars)
Nine Months Ended
 
  September 30,
2002
  September 30,
2001
   
 
CASH FLOW FROM OPERATING ACTIVITIES
               
Interest received
  $ 33,536     $ 35,921  
Fees and commissions received
    2,207       2,543  
Interest paid
    (13,930 )     (16,261 )
Cash paid to suppliers and employees
    (12,468 )     (12,022 )
Income taxes paid
    (1,624 )     (2,434 )
     
     
 
NET CASH PROVIDED BY OPERATING ACTIVITIES
    7,721       7,747  
     
     
 
CASH FLOWS FROM INVESTING ACTIVITIES
               
Decrease in interest-bearing time deposits maturing in more than 90 days
    0       99  
Proceeds from maturities and repayments of securities available for sale
    22,076       20,874  
Proceeds from sales of securities available for sale
    1,518       8,144  
Purchases of securities available for sale
    (114,093 )     (37,488 )
Net decrease (increase) in loans made to customers
    (14,059 )     7,149  
Purchases of premises and equipment
    (617 )     (575 )
     
     
 
NET CASH USED IN INVESTING ACTIVITIES
    (105,175 )     (1,797 )
     
     
 
CASH FLOWS FROM FINANCING ACTIVITIES
               
Net increase in deposits
    78,355       27,191  
Net increase in short-term borrowings
    13,150       1,596  
Net decrease in Federal Home Loan Bank borrowings
    (2,660 )     (15,150 )
Purchase of Treasury Stock
    (2,293 )     (545 )
Dividends paid
    (5,113 )     (4,664 )
Proceeds from sale of common stock
    2,858       2,416  
     
     
 
NET CASH PROVIDED BY FINANCING ACTIVITIES
    84,297       10,844  
     
     
 
NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS
    (13,157 )     16,794  
CASH AND CASH EQUIVALENTS
               
Beginning of period
    65,413       34,708  
     
     
 
End of period
  $ 52,256     $ 51,502  
     
     
 
RECONCILIATION OF NET INCOME TO NET CASH PROVIDED BY OPERATIONS
               
Net income
  $ 5,656     $ 5,612  
Adjustments to reconcile net income to net cash provided by operating activities:
               
Depreciation
    627       549  
Amortization and accretion
    1,613       1,647  
Provision for credit losses
    810       810  
Gain on sale of investment securities
    (232 )     (60 )
Other
    (753 )     (811 )
     
     
 
NET CASH PROVIDED BY OPERATING ACTIVITIES
  $ 7,721     $ 7,747  
     
     
 

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FARMERS NATIONAL BANC CORP. AND SUBSIDIARY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Management Representation:

     The financial statements for September 30, 2002 and 2001 have been prepared by management without audit and, therefore, have not been certified by our Independent Certified Public Accountants.

     In the opinion of the management of the registrant, the accompanying consolidated financial statements for the nine month period ending September 30, 2002 and 2001 include all adjustments, consisting of only normal recurring adjustments necessary for a fair statement of the results for the periods.

    (In Thousands of Dollars)
Stockholders Equity   Nine Months Ended
    September 30, 2002
   
Common Stock
       
Balance 1/1/02
    55,419  
247,049 shares sold
    2,858  
     
 
Balance 9/30/02
    58,277  
     
 
Retained Earnings
       
Balance 1/1/02
    20,672  
Net Income
    5,656  
Dividends Declared: $.42 Cash dividends on common Stock
    (5,067 )
     
 
Balance 9/30/02
    21,261  
     
 
Accumulated Other Comprehensive Income
       
Balance 1/1/02
    1,741  
Net change in unrealized appreciation on available for sale securities, net of income taxes
    2,916  
     
 
Balance 9/30/02
    4,657  
     
 
Treasury Stock, At Cost
       
Balance 1/1/02
    (2,114 )
Shares Purchased
    (2,293 )
     
 
Balance 9/30/02
    (4,407 )
     
 
Total Stockholders Equity at 9/30/02
    79,788  
     
 

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

Forward Looking Statements

     The following financial review presents an analysis of the assets and liability structure of the Corporation and a discussion of the results of operations for each of the periods presented in this quarterly report of liquidity, capital and credit quality. Certain statements in this report that relate to Farmers National Banc Corp.’s plans, objectives, or future performance may be deemed to be forward-looking statements within the Private Securities Litigation Reform Act of 1995. Such statements are based on management’s current expectations. Actual strategies and results in future periods may differ materially from those currently expected because of various risks and uncertainties.

     Among the important factors that could cause actual results to differ materially are interest rates, changes in the mix of the company’s business, competitive pressures, general economic conditions and the risk factors detailed in the company’s other periodic reports and registration statements filed with the Securities and Exchange Commission.

Results of Operations

     The Corporation’s net income for the first nine months of 2002 was $5.656 million, or $.47 per share, which is a .78% increase compared with the $5.612 million, or $.47 per share earned during the same period last year. Return on average assets and return on average equity for the first nine months of 2002 were 1.08% and 10.37% respectively, compared to 1.18% and 10.27% for the same period in 2001.

     The slight increase in net income for the first nine months of 2002 was the result of an increase in net interest income. This increase in net interest income was offset by an increase in the Corporation’s total of noninterest expenses. These expenses increased $718 thousand or 5.82% over last year’s totals. Net interest income increased $896 thousand or 4.84%. Total interest income at September 30, 2002 was $1.777 million lower or 5.14% compared to totals reported at the same time last year. As average loan balances decreased .39% over the past twelve months, loan yields also decreased from 8% in 2001 to 7.33% in 2002. This combination of decreasing balances and declining yields dropped loan income by $2.088 million or 7.44%. Although the average balance of securities and federal funds sold increased 36.67%, this increase was partially offset by a drop in its’ yield from 6.21% in 2001 to 4.78% in 2002.

     Interest expense on deposits and borrowings dropped $2.673 million or 16.65% over the same time period. During 2002, average deposits increased $48.138 million or 9.98% while the rates paid on deposits decreased from 3.69% in 2001 to 2.77% in 2002. The net effect of these rate and volume changes was a decrease in deposit interest expense of $2.329 million or 17.48%. Borrowing expense decreased $344 thousand or 12.6% compared to last year. This decrease is primarily the result of lower overall borrowing rates declining from 5.06% in 2001 to 3.96% in 2002.

     In 2002, investment security gains amounted to $232 thousand, compared to $60 thousand in 2001. Excluding investment security gains, total other income decreased $266 thousand or 10.76% over the same time period. This decrease is the result of the bank tightening its’ standards on overdrawn customer checking accounts. Total other expenses increased from $12.346 million in 2001 to $13.064 million in 2002. Salaries and employee benefits increased $523 thousand or 7.88% compared to last year, primarily as a result of an increase in full-time equivalent employees. Other operating expenses also increased $187 thousand or 5.53%. The increase in full-time equivalent

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Results of Operations (Continued)

employees and other operating expenses is directly attributable to a 17% growth in assets over the past twelve months. Management will continue to closely monitor noninterest expenses.

Liquidity

     The Corporation maintains, in the opinion of management, liquidity sufficient to satisfy depositors’ requirements and meet the credit needs of customers. The Corporation depends on its ability to maintain its market share of deposits as well as acquiring new funds. The Corporation’s ability to attract deposits and borrow funds depends in large measure on its profitability, capitalization and overall financial condition.

     Principal sources of liquidity for the Corporation include assets considered relatively liquid such as short-term investment securities, federal funds sold and cash and due from banks.

     Cash flows generated from operating activities decreased to $7.721 million compared to $7.747 million for the same period in 2001. This decrease of $26 thousand is mainly the result of an increase in cash paid to suppliers and employees. Net cash flows used in investing activities amounted to $105.175 million in 2002 compared to $1.797 million for the same period in 2001. Most of the current period’s increase came from purchases of investment securities.

     Net cash flows provided by financing activities were $84.297 million in 2002 compared to $10.844 million in 2001. In 2002, $78.355 million was generated from increases in deposits.

Capital Resources

     The capital management function is a continuous process which consists of providing capital for both the current financial position and the anticipated future growth of the Corporation. As of September 30, 2002 the Corporation’s total risk-based capital ratio stood at 17.37%, and the Tier I risk-based capital ratio and Tier I leverage ratio were at 16.11% and 10.36%, respectively. Regulations established by the Federal Deposit Insurance Corporation Improvement Act require that for a bank to be considered well capitalized, it must have a total risk-based capital ratio of 10%, a Tier I risk-based capital ratio of 6% and a Tier I leverage ratio of 5%.

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Loan Portfolio

The following shows the composition of loans at the dates indicated:

    (In Thousands of Dollars)
    Sept. 30,   Dec. 31,
    2002   2001
   
 
Commercial, financial and agricultural
    17,475       18,856  
Real Estate - mortgage
    284,164       261,268  
Installment loans to individuals
    146,430       155,346  
     
     
 
Total Loans
    448,069       435,470  
     
     
 

The following table sets forth aggregate loans in each of the following categories for the dates indicated:

    (In Thousands of Dollars)
    Sept. 30,   Dec. 31,
    2002   2001
   
 
Loans accounted for on a nonaccrual basis
    1,069       1,669  
Loans contractually past due 90 days or more as to interest or principal payments (not included in nonaccrual loans above)
    473       1,175  
Loans considered troubled debt restructurings (not included in nonaccrual or contractually past due above)
    0       0  

Management knows of no loans not included in the table above where serious doubt exists as to the ability of the borrower to comply with the current loan repayment terms.

The following shows the amounts of contracted interest income and interest income reflected in income on loans accounted for on a nonaccrual basis and loans considered troubled debt restructuring for the periods indicated:

    (In Thousands of Dollars)
    Sept. 30,   Dec. 31,
    2002   2001
   
 
Gross interest that would have been recorded if the loans had been current in accordance with their original terms
    54       50  
Interest income included in income on the loans
    0       0  

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Risk Elements (Continued)

A loan is placed on a nonaccrual basis whenever sufficient information is received to question the collectibility of the loan. Generally, once a loan is placed on a nonaccrual basis, interest that may be accrued and not collected on the loan is charged against earnings.

As of September 30, 2002, there were no concentrations of loans exceeding 10% of total loans which are not disclosed as a category of loans. As of that date also, there are no other interest-earning assets that are either nonaccrual, past due or restructured.

Summary of Credit Loss Experience

The following is an analysis of the allowance for credit losses for the periods indicated:

    (In Thousands of Dollars)
    Nine Months   Year
    Ended   Ended
    Sept. 30,   Dec. 31,
    2002   2001
   
 
Balance at beginning of period
    6,442       6,115  
Loan losses:
               
Commercial, financial & agricultural
    0       (61 )
Real estate - mortgage
    (32 )     (51 )
Installment loans to individuals
    (804 )     (1,151 )
     
     
 
      (836 )     (1,263 )
Recoveries on previous loan losses:
               
Real estate - mortgage
    0       34  
Installment loans to individuals
    331       476  
     
     
 
      331       510  
     
     
 
Net loan losses
    (505 )     (753 )
Provision charged to operations (1)
    810       1,080  
     
     
 
Balance at end of period
    6,747       6,442  
     
     
 
Ratio of net credit losses to average net loans outstanding
    .15 %     .17 %

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Summary of Credit Loss Experience (cont’d)

(1) The provision for possible credit losses charged to operating expense is based on management’s judgment after taking into consideration all factors connected with the collectibility of the existing loan portfolio. Management evaluates the loan portfolio in light of economic conditions, changes in the nature and volume of the loan portfolio, industry standards and other relevant factors. Specific factors considered by management in determining the amounts charged to operating expenses include previous credit loss experience, the status of past due interest and principal payments, the quality of financial information supplied by loan customers and the general condition of the industries in the community to which loans have been made.

The allowance for possible credit losses has been allocated according to the amount deemed to be reasonably necessary to provide for the possibility of losses being incurred within the following categories of loans as of the dates indicated.

  (In Thousands of Dollars)
  Sept. 30,   Dec. 31,
Types of Loans 2002   2001
 
 
Commercial, financial & agricultural
1,983   1,841
Real estate - mortgage
2,045   1,881
Installment
2,719   2,720
 
 
Total
6,747   6,442
 
 

The allocation of the allowance as shown above should not be interpreted as an indication that charge-offs in 2002 will occur in the same proportions or that the allocation indicates future charge-off trends. Furthermore, the portion allocated to each loan category is not the total amount available for future losses that might occur within such categories since the total allowance is a general allowance applicable to the entire portfolio.

The percentage of loans in each category to total loans is summarized as follows:

  Sept. 30,   Dec. 31,
Types of Loans 2002   2001
 
 
Commercial, financial & agricultural
3.9 %   4.3 %
Real Estate - mortgage
63.4 %   60.0 %
Installment loans to individuals
32.7 %   35.7 %
 
   
 
  100.0 %   100.0 %
 
   
 

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Item 3. Quantitative and Qualitative Disclosures About Market Risk

     There are no material changes from the end of the preceding fiscal year that would cause additional disclosure of the bank’s exposure to market risk.

Item 4. Controls and Procedures

     Based on their evaluation, as of a date within 90 days of the filing of this Form 10-Q, the Company’s Chief Executive Officer and Chief Financial Officer have concluded the Company’s disclosure controls and procedures (as defined in Rules 13a-14 and 15d-14 under the Securities Exchange Act of 1934) are effective. There have been no significant changes in internal controls or in other factors that could significantly affect these controls subsequent to the date of their evaluation, including any corrective actions with regard to significant deficiencies and material weaknesses.

PART II - OTHER INFORMATION

Item 1. Legal Proceedings

     There are no material pending legal proceedings to which the registrant or its subsidiary is a party, or of which any of their property is the subject, except proceedings which arise in the ordinary course of business. In the opinion of management, pending legal proceedings will not have a material effect on the consolidated financial position of the registrant and its subsidiary.

Item 2. Changes in Securities

Not applicable.

Item 3. Defaults Upon Senior Securities

Not applicable.

Item 4. Submission of Matters to a Vote of Security Holders

Not applicable

Item 5. Other Information

Not applicable.

Item 6. Exhibits and Reports on Form 8-K

(a) The following exhibits are filed or incorporated by references as part of this report:

2.          Not applicable.

3(i).      Not applicable.

3(ii).     Not applicable.

4.          The registrant agrees to furnish to the Commission upon request copies of all instruments not filed herewith defining the rights of holders of long-term debt of the registrant and its subsidiaries.

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10.        Not applicable.

11.        Not applicable.

15.        Not applicable.

18.        Not applicable.

19.        Not applicable.

22.        Not applicable.

23.        Not applicable.

24.        Not applicable.

99.        Not applicable.

(b) - Reports on Form 8-K

      No reports on Form 8-K were filed for the three months ended September 30, 2002.

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           SIGNATURES

     Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

FARMERS NATIONAL BANC CORP.

Dated: November 12, 2002

/s/Frank L. Paden

Frank L. Paden
President and Secretary

Dated: November 12, 2002

/s/Carl D. Culp

Carl D. Culp
Executive Vice President
and Treasurer

CERTIFICATIONS

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

I, Frank L. Paden, Chief Executive Officer of the Corporation, certify that:

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

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

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

4) The registrant’s other certifying officers and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-14 and 15d-14) for the registrant and we have:

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

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     b) evaluated the effectiveness of the registrant’s disclosure controls and procedures as of a date within 90 days prior to the filing date of this quarterly report (the “Evaluation Date”); and

     c) presented in this quarterly report our conclusions about the effectiveness of the disclosure controls and procedures based on our evaluation as of the Evaluation Date;

5) The registrant’s other certifying officers and I have disclosed, based on our most recent evaluation, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent function):

     a) all significant deficiencies in the design or operation of internal controls which could adversely affect the registrant’s ability to record, process, summarize and report financial data and have identified for the registrant’s auditors any material weakness in the internal controls; and

     b) any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal controls; and

6) The registrant’s other certifying officers and I have indicated in this quarterly report whether or not there were significant changes in internal controls or in other factors that could significantly affect internal controls subsequent to the date of our most recent evaluation, including any corrective actions with regard to significant deficiencies and material weaknesses.

/s/ Frank L. Paden

Frank L. Paden
Chief Executive Officer
November 12, 2002

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

I, Carl D. Culp. Chief Financial Officer of the Corporation, certify that:

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

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

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

4) The registrant’s other certifying officers and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-14 and 15d-14) for the registrant and we have:

     a) designed such disclosure controls and procedures to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made

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known to us by others within those entities, particularly during the period in which this quarterly report is being prepared;

     b) evaluated the effectiveness of the registrant’s disclosure controls and procedures as of a date within 90 days prior to the filing date of this quarterly report (the “Evaluation Date”); and

     c) presented in this quarterly report our conclusions about the effectiveness of the disclosure controls and procedures based on our evaluation as of the Evaluation Date;

5) The registrant’s other certifying officers and I have disclosed, based on our most recent evaluation, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent function):

     a) all significant deficiencies in the design or operation of internal controls which could adversely affect the registrant’s ability to record, process, summarize and report financial data and have identified for the registrant’s auditors any material weakness in the internal controls; and

     b) any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal controls; and

6) The registrant’s other certifying officers and I have indicated in this quarterly report whether or not there were significant changes in internal controls or in other factors that could significantly affect internal controls subsequent to the date of our most recent evaluation, including any corrective actions with regard to significant deficiencies and material weaknesses.

/s/ Carl D. Culp

Carl D. Culp
Chief Financial Officer
November 12, 2002

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