Back to GetFilings.com



Table of Contents

 
 

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, 2004

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 0-12055

Farmers National Banc Corp.


(Exact name of registrant as specified in its charter)
     
Ohio   34-1371693
     
(State or other jurisdiction of   (I.R.S. Employer Identification No.)
incorporation or organization)    
     
20 South Broad Street    
Canfield, Ohio 44406   44406
     
(Address of principal executive offices)   (Zip Code)

Registrant’s telephone number, including area code: 330-533-3341

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

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

Common Stock, no par value


(Title of Class)

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 þ No o

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K 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. þ

Indicate by check mark whether the registrant is an accelerated filer (as defined in Rule 12b-2 of the Act). Yes þ No o

The registrant estimates that the aggregate market value of the voting stock held by non-affiliates of the registrant was approximately $214.4 million based upon the last sales price as of June 30, 2004. (The exclusion from such amount of the market value of the shares owned by any person shall not be deemed an admission by the Registrant that such person is an affiliate of the Registrant.)

As of February 28, 2005, the registrant had outstanding 12,949,453 shares of common stock having no par value.

 
 

 


Table of Contents

DOCUMENTS INCORPORATED BY REFERENCE

         
    Parts of Form 10-K  
    into which  
Document   Document is Incorporated  
Portions of 2004 Annual Report to Shareholders
  II
 
       
Definitive proxy statement for the 2004 Annual Meeting of Shareholders to be held on March 31, 2005
  III

 


Table of Contents

Form 10-K Cross Reference Index to Items Incorporated by Reference to the Annual Report to Shareholders

         
      Pages  
Part I
       
Item 1 - Business
       
Average Balance Sheets/Yields/Rates
    8  
Rate and Volume Analysis
    9  
Securities
    14-15  
Loans
    12  
Loan Loss Experience
    13-14  
Deposits
    15  
Financial Ratios
    7  
Short-Term Borrowings
    15, 27-28  
         
Part II
       
Item 5
       
Market For Registrant’s Common Stock and Related Stockholder Matters
    17, 34  
         
Item 6
       
Selected Financial Data
    7  
         
Item 7
       
Management’s Discussion and Analysis of Financial Condition and Results of Operations
    9-17  
         
Item 7A
       
Quantitative and Qualitative Disclosures About Market Risk
    11  
         
Item 8
       
Financial Statements and Supplementary Data
    19-33  
         
Part IV
       
Item 15
       
Report of Crowe Chizek and Company LLC
       
Independent Auditors
    18  
Financial Statements:
       
Consolidated Balance Sheets - December 31, 2004 and 2003
    19  
Consolidated Statements of Income & Comprehensive Income — Calendar Years 2004, 2003 and 2002
    20  
Consolidated Statement of Stockholders’ Equity — Calendar Years 2004, 2003 and 2002
    21  
Consolidated Statements of Cash Flows — Calendar Years 2004, 2003 and 2002
    22  
Notes to Consolidated Financial Statements
    23-33  

 


Table of Contents

FARMERS NATIONAL BANC CORP.
FORM 10-K
2004

INDEX

     
    Page
   
 
   
  1
 
   
  4
 
   
  4
 
   
  5
 
   
   
 
   
  5
 
   
  5
 
   
  5
 
   
  6
 
   
  6
 
   
   
 
   
  6
 
   
  7
 
   
  7
 
   
  7
 
   
  8
 
   
   
 
   
  8
 
   
  9
 
   
   
 
   
Certifications of Chief Executive Officer
   
 
   
Certifications of Chief Financial Officer
   
 
   
Section 1350 Certification (Chief Executive Officer)
   
 
   
Section 1350 Certification (Chief Financial Officer)
   
 EX-13 Annual Report
 EX-23.A Consent of Crowe Chizek and Company LLC
 EX-23.B Consent of Hill, Barth & King LLC
 EX-31.A Certification of CEO
 EX-31.B Certification of CFO
 EX-32.A 906 Certification of CEO
 EX-32.B 906 Certification of CFO
 EX-99 Report of Hill, Barth & King LLC

 


Table of Contents

Part I

Item 1. Business General

The Corporation

     The registrant, Farmers National Banc Corp. (herein sometimes referred to as the Corporation), is a one-bank holding company registered under the Bank Holding Company Act of 1956, as amended. The only subsidiary is The Farmers National Bank of Canfield (the Bank) which was acquired March 31, 1983. The Corporation and its subsidiary operate in one industry, domestic banking.

     The Corporation conducts no business activities except for investment in securities permitted under the Bank Holding Company Act. Bank holding companies are permitted under Regulation Y of the Board of Governors of the Federal Reserve System to engage in other activities such as leasing and mortgage banking.

The Bank

     The Bank is a full-service national bank engaged in commercial and retail banking in Mahoning, Trumbull and Columbiana Counties in Ohio. The Bank’s commercial and retail banking services include checking accounts, savings accounts, time deposit accounts, commercial, mortgage and installment loans, home equity loans, home equity lines of credit, night depository, safe deposit boxes, money orders, bank checks, automated teller machines, internet banking and travelers checks, “E” Bond transactions, utility bill payments, MasterCard and Visa credit cards, brokerage services and other miscellaneous services normally offered by commercial banks.

     The Bank faces significant competition in offering financial services to customers. Ohio has a high density of financial institution offices, many of which are branches of significantly larger institutions that have greater financial resources than the Bank, and all of which are competitors to varying degrees. Competition for loans comes principally from savings banks, savings and loan associations, commercial banks, mortgage banking companies, credit unions, insurance companies and other financial service companies. The most direct competition for deposits has historically come from savings and loan associations, savings banks, commercial banks and credit unions. Additional competition for deposits comes from non-depository competitors such as the mutual fund industry, securities and brokerage firms and insurance companies.

     The Corporation had 295 full-time equivalent employees at December 31, 2004.

     The Bank’s internet site, www.fnbcanfield.com contains an Investor Relations section which provides a hyperlink to the SEC where the Corporation’s annual reports on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K, proxy statements, director and Officer Reports on Form(s) 3, 4, and 5 and amendments to those documents filed or furnished pursuant to the Securities Exchange Act of 1934 are available free of charge as soon as reasonably practicable after the Corporation has filed these documents with the Securities and Exchange Commission (SEC). In addition, the Corporation’s filings with the SEC may be read and copied at the SEC Public Reference Room at 450 Fifth Street, NW Washington, DC 20549. Information on the operation of the Public Reference Room may be obtained by calling 1-800-SEC-0330. These filings are also available on the SEC’s website at www.sec.gov free of charge as soon as reasonably practicable after the Corporation has filed the above referenced reports.

Supervision and Regulation

     The Corporation is regulated by the Federal Reserve Bank (the “FRB”). The Bank is regulated by the Office of the Comptroller of the Currency (the “OCC”), as well as the Federal Deposit

1


Table of Contents

Item 1 (Continued)

Insurance Corporation (the “FDIC”). A listing of the minimum regulatory requirements for capital and the Corporation’s capital position as of December 31, 2004 are presented in Note J on page 29 of the annual report to shareholders for the year ended December 31, 2004 and is hereby incorporated by reference.

     The Corporation is subject to regulation under the Bank Holding Company Act of 1956, as amended. This Act restricts the geographic and product range of bank holding companies by defining the types and locations of institutions the holding companies can own or acquire. This act also regulates transactions between the Corporation and the Bank and generally prohibits tie-ins between credit and other products and services.

     The Bank is subject to regulation under the National Banking Act and is periodically examined by the OCC and is subject to the rules and regulations of the FRB. As an insured institution and member of the Bank Insurance Fund (“BIF”), the Bank is also subject to regulation by the FDIC. Establishment of branches is subject to approval of the OCC and geographic limits established by state law. Ohio branch banking law permits a bank having its principal place of business in the state to establish branch offices in any county in Ohio without geographic restrictions.

FDICIA

     The Federal Deposit Insurance Corporation Improvement Act of 1991 (“FDICIA”) revised the bank regulatory and funding provisions of the Federal Deposit Insurance Act and several other federal banking statutes. Among other things, FDICIA requires federal banking agencies to broaden the scope of corrective action taken with respect to banks that do not meet minimum capital requirements and to take such actions promptly in order to minimize losses to the FDIC.

     FDICIA established five capital tiers: “well capitalized”; “adequately capitalized”; “undercapitalized”; “significantly undercapitalized”; and “critically undercapitalized” and imposes significant restrictions on the operations of a depository institution that is not in either of the first two of such categories. A depository institution’s capital tier depends upon the relationship of its capital to various capital measures. A depository institution is deemed to be “well capitalized” if it significantly exceeds the minimum level required by regulation for each relevant capital measure, “adequately capitalized” if it meets each such measure, “undercapitalized” if it is significantly below any such measure and “critically undercapitalized” if it fails to meet any critical capital level set forth in regulations. An institution is deemed to be in a capitalization category that is lower than is indicated by its actual capital position if it receives an unsatisfactory examination rating or is deemed to be in an unsafe or unsound condition or to be engaging in unsafe or unsound practices.

     Under regulations adopted under these provisions, for an institution to be well capitalized it must have a total risk-based capital ratio of at least 10%, a Tier I risk-based capital ratio of at least 6% and a Tier I leverage ratio of at least 5% and not be subject to any specific capital order or directive. For an institution to be adequately capitalized, it must have a total risk-based capital ratio of at least 8%, a Tier I risk-based capital ratio of at least 4% and a Tier I leverage ratio of at least 4% (or in some cases 3%). Under the regulations, an institution is deemed to be undercapitalized if the bank has a total risk-based capital ratio that is less than 8%, a Tier I risk-based capital ratio that is less than 4% or a Tier I leverage ratio of less than 4% (or in some cases 3%). An institution is deemed to be significantly undercapitalized if the bank has a total risk-based capital ratio that is less than 6%, a Tier I risk-based capital ratio that is less than 3%, or a leverage ratio that is less than 3% and is deemed to be critically undercapitalized if it has a ratio of tangible equity to total assets that is equal to or less than 2%.

2


Table of Contents

Item 1 (Continued)

INTERSTATE BANKING AND BRANCHING LEGISLATION

     The Riegle-Neal Interstate Banking and Branching Efficiency Act of 1994 (the “IBBEA”) authorizes interstate acquisitions of banks and bank holding companies without geographic constraint. The IBBEA also authorized banks to merge with banks located in another state.

     After acquiring interstate branches through a merger, a bank may establish additional branches in that state at the same locations as any bank involved in the merger could have established branches under state and federal law. In addition, a bank may establish a de novo branch in another state that expressly permits the establishment of such branches. A bank that establishes a de novo interstate branch may thereafter establish additional branches on the same basis as a bank that has established interstate branches through a merger transaction.

GRAHAM-LEACH-BLILEY ACT

     The Graham-Leach-Bliley Act of 1999 (the “GLB Act”) allows new opportunities for banks, other depository institutions, insurance companies and securities firms to combine to form a single financial services organization to offer customers a broader choice of financial products and services. The GLB Act authorized the Federal Reserve Board to oversee all regulatory activities through the financial holding company, while the functional regulation of operating subsidiaries remains with their primary functional regulator. The GLB Act requires institutions to maintain Community Reinvestment Act ratings of satisfactory or higher in order to engage in any new financial activities. This act also established a federal right to privacy of non-public personal information of individual customers.

SARBANES-OXLEY ACT OF 2002

     The Sarbanes-Oxley Act of 2002 addresses, among other issues, corporate governance, auditing and accounting, executive compensation, and enhanced and timely disclosure of corporate information. Section 302(a) of Sarbanes-Oxley requires the Bank’s chief executive officer and chief financial officer to certify that the Bank’s Quarterly and Annual Reports do not contain any untrue statement of a material fact. The rules have several requirements, including having these officers certify that: they are responsible for establishing, maintaining and regularly evaluating the effectiveness of the Bank’s internal controls; they have made certain disclosures to the Bank’s auditors and the audit committee of the Board of Directors about the Bank’s internal controls; and they have included information in the Bank’s Quarterly and Annual Reports about their evaluation and whether there have been significant changes in the Bank’s internal controls or in other factors that could significantly affect internal controls subsequent to the evaluation.

3


Table of Contents

Item 2. Properties

Farmers National Banc Corp.’s Properties

     The Farmers National Banc Corp. owns no property. Operations are conducted at 20 and 30 South Broad Street, Canfield, Ohio.

Bank Property

     The Main Office is located at 20 & 30 S. Broad Street, Canfield, Ohio. The other locations of the Bank are:

     
Office Building
  40 & 46 S. Broad St., Canfield, Ohio
 
   
Austintown Office
  22 N. Niles-Canfield Rd., Youngstown, Ohio
 
   
Lake Milton Office
  17817 Mahoning Avenue, Lake Milton, Ohio
 
   
Cornersburg Office
  3619 S. Meridian Rd., Youngstown, Ohio
 
   
Colonial Plaza Office
  401 E. Main St. Canfield, Ohio
 
   
Western Reserve Office
  102 W. Western Reserve Rd., Youngstown, Ohio    
 
   
Salem Office
  1858 E. State Street, Salem, Ohio
 
   
Columbiana Office
  340 State Rt. 14, Columbiana, Ohio
 
   
Leetonia Office
  16 Walnut St., Leetonia, Ohio
 
   
Damascus Office
  29053 State Rt. 62 Damascus, Ohio
 
   
Poland Office
  106 McKinley Way West, Poland, Ohio
 
   
Niles Office
  1 South Main Street, Niles, Ohio
 
   
Niles Drive Up
  170 East State Street, Niles, Ohio
 
   
Girard Office
  121 North State Street, Girard, Ohio
 
   
Eastwood Office
  5845 Youngstown-Warren Rd, Niles, Ohio
 
   
Warren Office
  2910 Youngstown-Warren Rd, Warren, Ohio
 
   
Mineral Ridge Office
  3826 South Main Street, Mineral Ridge, Ohio
 
   
Niles Operation Center
  51 South Main Street, Niles, Ohio

The bank owns all locations except the Colonial Plaza, which is leased.

Item 3. Legal Proceedings

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

4


Table of Contents

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

     There were no matters submitted to a vote of security holders through the solicitation of proxies or otherwise during the fourth quarter of 2004.

Part II

Item 5. Market for Registrant’s Common Equity and Related Stockholder Matters

Equity Compensation Plan Information

                                   
 
        Number of se-                    
        curities to be is-                    
        sued upon ex-       Weighted-average       Number of securities remain-    
        ercise of out-       exercise price of       ing available for future issu-    
        standing op-       outstanding op-       ance under equity compen-    
        tions, warrants       tions, warrants       sation plans (excluding secu-    
        and rights       and rights       rities reflected in column (a))    
  Plan category     (a)       (b)       (c)    
 
Equity compensation plans approved by security holders
      49,500       $11/share       325,400    
 

     Information regarding the equity (stock-based) compensation plan is set forth in the registrant’s annual report in Notes A and I in the Notes to Consolidated Financial Statements. This portion of the annual report is incorporated by reference.

Purchases of equity securities by the issuer.

On May 14, 2004, The Corporation announced the adoption of a stock repurchase program that authorizes the re-purchase of up to 4.9% or approximately 620,275 shares of its outstanding common stock in the open market or in privately negotiated transactions. This program expires in May 2005. The following table summarizes the treasury stock purchased by the issuer during the fourth quarter of 2004:

                                             
 
                            Total Number of            
                            Shares Purchased       Maximum Number    
                  Average       as Part of Publicly       of Shares that May    
        Total Number of       Price Paid       Announced       Yet Be Purchased    
  Period     Shares Purchased       Per Share       Program       Under the Program    
 
Oct. 1-31
      30,033       $ 16.64         30,033         500,702    
 
Nov. 1-30
      0         0         0         500,702    
 
Dec. 1-31
      17,378         16.70         17,378         483,324    
 
TOTAL
      47,411       $ 16.65         47,411              
 

Item 8. Financial Statements and Supplementary Data

     The report of Hill Barth and King LLC Independent Auditors on the registrant’s 2002 financial statements is included in Exhibit 99 filed herewith.

Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure

     On March 27, 2003, the Corporation determined to engage Crowe Chizek and Company LLC (“Crowe Chizek”) as its independent public accountants for the 2003 fiscal year. Crowe Chizek replaces Hill, Barth & King LLC (“Hill, Barth & King”). The Corporation’s Board of Directors, upon recommendation by the Audit Committee of the Board of Directors, approved the change in independent public accountants. The change in independent accountants became effective with the filing of the 2002 Annual Report on Form 10-K.

5


Table of Contents

Item 9 (Continued)

During the fiscal years ended December 31, 2002 and December 31, 2001, and during the subsequent interim period through March 27, 2003, there were no disagreements between the Corporation and Hill, Barth & King on any matter of accounting principles or practices, financial statement disclosure or auditing scope or procedure, which disagreements, if not resolved to Hill, Barth & King’s satisfaction, would have caused Hill, Barth & King to make reference to the subject matter of the disagreement in connection with its reports on the Corporation’s consolidated financial statements for such periods.

Item 9A. Controls and Procedures

     Based on their evaluation, as of the ending period covered by this Form 10-K, the Company’s Chief Executive Officer and Chief Financial Officer have concluded the Company’s disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) 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.

     The assessment of the effectiveness of internal controls over financial reporting is in process. The Company will file an amendment to form 10-K including management’s assessment and the report of our auditors by the extended deadline.

Item 9B. Other Information

     During 2004, the Corporation recorded a $2.1 million after-tax impairment of securities charge after concluding that certain Freddie Mac and Fannie Mae preferred equity securities were other-than-temporarily impaired. Management’s decision to recognize the other-than-temporary impairment charge was due to the following circumstances: (1) the recent accounting guidance issued on other-than-temporary impairment of securities and discussions of these particular government sponsored enterprise investments, (2) the modeling of interest rates for the future would result in recovery of impairment in a reasonable period of time that would not be interpreted as “temporary”, and (3) the fact that these government sponsored enterprises are under intense scrutiny for their lack of proper corporate governance practices.

     Based on these uncertainties, management determined it was appropriate to reclassify the unrealized mark-to-market loss on these securities and record the other-than-temporary impairment charge under generally accepted accounting principles. Prior to this charge, the decline in fair value was recognized and recorded as an unrealized mark-to-market loss on securities available-for-sale and reflected as a reduction to equity through comprehensive income. Accordingly, this reclassification will not affect total shareholders’ equity. Inasmuch that these securities are investment grade securities, this action does not reflect the expected long-term value of these securities.

PART III

Item 10. Directors and Executive Officers of the Registrant

     Information relating to Directors is set forth in the registrant’s definitive proxy statement, which will be used in connection with its annual meeting of shareholders which will be held March 31, 2005. The proxy statement is incorporated by reference.

Executive Officers of the Registrant

     The names, ages and positions of the executive officers as of March 1, 2005

         
Name   Age   Position Held
Frank L. Paden
  54   President and Secretary
Carl D. Culp
  41   Executive Vice President and Treasurer
Donald F. Lukas
  58   Senior Vice President

6


Table of Contents

Item 10 (Continued)

     Officers are elected annually by the Board of Directors immediately following the annual meeting of shareholders. The term of office for all the above executive officers is for the period ending with the next annual meeting.

Principal Occupation and Business Experience of Executive Officers

     Mr. Frank L. Paden has served as President and Secretary since March 1996. Prior to that time he was Executive Vice President of the registrant since March 1995, was Executive Vice President of the Bank since March 1995 and has held various other executive positions with the Bank.

     Mr. Carl D. Culp has served as Executive Vice President and Treasurer since March 1996. Prior to that time he was Controller of the registrant since November 1995 and was Controller of the Bank since November 1995.

     Mr. Donald F. Lukas has served as Senior Vice President of the registrant since March 1996. Prior to that time, he was Vice President of the Bank since March 1987.

Audit Committee Financial Expert

     The Board believes that Earl R. Scott and James R. Fisher qualify as “Audit Committee Financial Experts” as that term is defined by applicable SEC rules. In addition, the Board believes that Earl R. Scott and James R. Fisher are “independent” as that term is defined by applicable SEC rules.

Code of Ethics

     See Exhibit 14.

Identification of the Audit Committee

     Information regarding this item is set forth in the registrant’s definitive proxy statement, which will be used in connection with its annual meeting of shareholders to be held March 31, 2005. The proxy statement is incorporated by reference.

Compliance with Section 16(a) of the Securities Exchange Act

     Information regarding this item is set forth in the registrant’s definitive proxy statement, which will be used in connection with its annual meeting of shareholders to be held March 31, 2005. The proxy statement is incorporated by reference.

Item 11. Executive Compensation

     Information regarding this item is set forth in the registrant’s definitive proxy statement, which will be used in connection with its annual meeting of shareholders to be held March 31, 2005. The proxy statement is incorporated by reference.

Item 12. Security Ownership of Certain Beneficial Owners and Management

     Information relating to this item is set forth in the registrant’s definitive proxy statement, which will be used in connection with its annual meeting of shareholders to be held March 31, 2005. The proxy statement is incorporated by reference.

Item 13. Certain Relationships and Related Transactions

     Information regarding this item is set forth in the registrant’s definitive proxy statement, which will be used in connection with its annual meeting of shareholders to be held March 31, 2005. The proxy statement is incorporated by reference.

7


Table of Contents

Item 14. Principal Accountant Fees and Services

     Information regarding this item is set forth in the registrant’s definitive proxy statement, which will be used in connection with its annual meeting of shareholders to be held March 31, 2005. The proxy statement is incorporated by reference.

PART IV

Item 15. Exhibits, Financial Statement Schedules and Reports on Form 8-K

     (a)1. Financial Statements

     Item 8., Financial Statements and Supplementary Data is set forth in the registrant’s 2004 Annual Report to Shareholders and is incorporated by reference in Part II of this report

     (a)2. Financial Statement Schedules

     No financial statement schedules are presented because they are not applicable.

     (a)3. Exhibits

     The exhibits filed or incorporated by reference as a part of this report are listed in the Index of Exhibits, which appears
at page 12 hereof and is incorporated herein by reference.

     (b) Report on Form 8-K

     Three Form 8-K’s were filed during the fourth quarter of 2004. The first Form 8-K was dated October 15, 2004 and reported a stock dividend.

     The second Form 8-K was dated October 22, 2004 and discussed earnings for the third quarter of 2004.

     The third Form 8-K was dated November 12, 2004 and reported a quarterly cash dividend .

8


Table of Contents

SIGNATURES

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

     
Farmers National Banc Corp.
  Farmers National Banc Corp.
     
/s/ Frank L. Paden   /s/ Carl D. Culp
     
Frank L. Paden
  Carl D. Culp
President and Secretary
  Executive Vice President and Treasurer
March 16, 2005
  March 16, 2005
 
   
         
/s/ Benjamin R. Brown
  Director   March 16, 2005
Benjamin R. Brown
       
 
       
/s/ Anne Frederick Crawford
  Director   March 16, 2005
Anne Frederick Crawford
       
 
       
/s/ James R. Fisher
  Director   March 16, 2005
James R. Fisher
       
 
       
/s/ Joseph D. Lane
  Director   March 16, 2005
Joseph D. Lane
       
 
       
/s/ Ralph D. Macali
  Director   March 16, 2005
Ralph D. Macali
       
 
       
/s/ Earl R. Scott
  Director   March 16, 2005
Earl R. Scott
       
 
       
/s/ Frank L. Paden
  President   March 16, 2005
Frank L. Paden
  And Director    
 
       
/s/ Ronald V. Wertz
  Director   March 16, 2005
Ronald V. Wertz
       

9


Table of Contents

INDEX TO EXHIBITS

The following exhibits are filed or incorporated by reference as part of this report:

     2. Not applicable.

     3(i). The Articles of Incorporation, including amendments thereto for the Registrant. Incorporated by reference to Exhibit 4.1 to Farmers National Banc Corp’s Form S-3 Registration Statement dated October 3, 2001. (File No. 0-12055).

     3(ii). The Code of Regulations, including amendments thereto for the Registrant. Incorporated by reference to Exhibit 4.2 to Farmers National Banc Corp’s Form S-3 Registration Statement dated October 3, 2001. (File No. 0-12055).

     4. Incorporated by reference to initial filing.

     9. Not applicable.

     10. Information regarding this item is set forth in the registrant’s definitive proxy statement, which will be used in connection with its annual meeting of shareholders to be held March 31, 2005. The proxy statement is incorporated by reference.

     11. Refer to Note N in the annual report incorporated by reference.

     12. Not applicable.

     13. Annual Report to security holders.

     14. The Company has adopted a Code of Ethics that applies to the Chief Executive Officer and Chief Financial Officer and complies with the criteria provided in SEC rules. The Code of Ethics is available by calling Corporate Services at 330-533-3341.

     16. Not applicable.

     18. Not applicable.

     21. Farmers National Bank, Canfield, Ohio.

     22. Not applicable.

     23a. Consent of Crowe Chizek and Company LLC

     23b. Consent of Hill, Barth & King LLC

     24. Not applicable.

     31.a Certification of Chief Executive Officer (Filed herewith)

     31.b Certification of Chief Financial Officer (Filed herewith)

     32.a 1350 Certification of Chief Executive Officer (Filed herewith)

     32.b 1350 Certification of Chief Financial Officer (Filed herewith)

     99. Report of Hill Barth and King LLC for the Year Ended December 31, 2002

     Copies of any exhibits will be furnished to shareholders upon written request. Request should be directed to Carl D. Culp, Executive Vice President, Farmers National Banc Corp., 20 S. Broad Street, Canfield, Ohio 44406.

12