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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 10-K

Commission file number 0-12126

FRANKLIN FINANCIAL SERVICES CORPORATION
(Exact name of registrant as specified in its charter)

(717) 264-6116
(Registrant's telephone number, including area code)

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

Securities registered pursuant to Section 12(g) of the Act:
Common Stock, par value $1.00 per share
(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 periods that the Registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ý    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. ý

        There were 3,370,818 outstanding shares of the Registrant's common stock as of February 28, 2005.

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

        The aggregate market value of the 2,936,689 shares of the Registrant's common stock held by nonaffiliates of the Registrant as of June 30, 2004 based on the price of such shares, was $76,353,914.

DOCUMENTS INCORPORATED BY REFERENCE

        Portions of the definitive annual proxy statement to be filed, pursuant to Reg. 14A within 120 days after December 31, 2004, are incorporated into Part III.

FRANKLIN FINANCIAL SERVICES CORPORATION
FORM 10-K
INDEX

Part I

Item 1. Business

General

        Franklin Financial Services Corporation (the "Corporation") was organized as a Pennsylvania business corporation on June 1, 1983 and is a registered bank holding company under the Bank Holding Company Act of 1956, as amended (the "BHCA"). On January 16, 1984, pursuant to a plan of reorganization approved by the shareholders of Farmers and Merchants Trust Company of Chambersburg ("F&M Trust" or "the Bank") and the appropriate regulatory agencies, the Corporation acquired all the shares of F&M Trust and issued its own shares to former F&M Trust shareholders on a share-for-share basis.

        The Corporation conducts substantially all of its business through its direct banking subsidiary, F&M Trust, which is wholly owned. Another direct subsidiary, Franklin Financial Properties Corp. was organized in 2002 as a "qualified real estate subsidiary." F&M Trust, established in 1906, is a full-service, Pennsylvania-chartered commercial bank and trust company, which is not a member of the Federal Reserve System. F&M Trust, which operates 15 full service offices in Franklin and Cumberland Counties, Pennsylvania, engages in general commercial, retail banking and trust services normally associated with community banks and its deposits are insured (up to applicable limits) by the Federal Deposit Insurance Corporation (the "FDIC"). A wide variety of banking services are offered by F&M Trust to businesses, individuals, and governmental entities. These services include, but are not necessarily limited to, accepting and maintaining checking, savings, and time deposit accounts, providing investment and trust services, making loans and providing safe deposit facilities. Franklin Financial Properties Corp. was established to hold real estate assets used by F&M Trust in its banking operations.

        The Corporation's banking subsidiary is not dependent upon a single customer or a few customers for a material part of its business. Thus, the loss of any customer or identifiable group of customers would not materially affect the business of the Corporation or F&M Trust in an adverse manner. Also, none of the Corporation's business is seasonal. The Bank's lending activities consist primarily of commercial real estate, agricultural, commercial and industrial loans, installment and revolving loans to consumers, residential mortgage loans, and construction loans. Secured and unsecured commercial and industrial loans, including accounts receivable and inventory financing, and commercial equipment financing, are made to small and medium-sized businesses, individuals, governmental entities, and non-profit organizations. F&M Trust also participates in Pennsylvania Higher Education Assistance Act student loan programs and Pennsylvania Housing Finance Agency programs.

        Installment loans involve both direct loans to consumers and the purchase of consumer obligations from dealers and others who have sold or financed the purchase of merchandise, including automobiles and mobile homes, to their customers. The Bank's mortgage loans include long-term loans to individuals and to businesses secured by mortgages on the borrower's real property. Construction loans are made to finance the purchase of land and the construction of buildings thereon, and are secured by mortgages on real estate. In certain situations, the Bank acquires properties through foreclosure on delinquent mortgage loans. The Bank holds these properties until such time as they are sold.

        F&M Trust's Investment and Trust Services Department offers all of the personal and corporate trust services normally associated with trust departments of area banks including: estate planning and administration, corporate and personal trust fund management, pension, profit sharing and other employee benefit funds management, and custodial services. F&M Trust's Personal Investment Center sells mutual funds, annuities and selected insurance products.

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Competition

        The Corporation and its banking subsidiary operate in a competitive environment that has intensified in the past few years as they have been compelled to share their market with institutions that are not subject to the regulatory restrictions on domestic banks and bank holding companies. Profit margins in the traditional banking business of lending and gathering deposits have declined as deregulation has allowed nonbanking institutions to offer alternative services to many of F&M Trust's customers.

        The principal market of F&M Trust is in Franklin County and western Cumberland County, Pennsylvania. The majority of the Bank's loan and deposit customers are in Franklin County. There are many commercial bank competitors in this region, in addition to credit unions, savings and loan associations, mortgage banks, brokerage firms and other competitors. The Bank competes with various strategies including customer service and convenience, a wide variety of products and services, and the pricing of loans and deposits. F&M Trust is the largest financial institution headquartered in Franklin County and had total assets of approximately $563.3 million on December 31, 2004.

Staff

        As of December 31, 2004, the Corporation and its banking subsidiary had 204 full-time equivalent employees. The officers of the Corporation are employees of the bank. Most employees participate in pension, profit sharing/bonus, and employee stock purchase plans and are provided with group life, health and major medical insurance. Management considers employee relations to be excellent.

Supervision and Regulation

        Various requirements and restrictions under the laws of the United States and under Pennsylvania law affect the Corporation and its subsidiaries.

General

        The Corporation is registered as a bank holding company and is subject to supervision and regulation by the Board of Governors of the Federal Reserve System under the Bank Holding Act of 1956, as amended. The Corporation has also made an effective election to be treated as a "financial holding company." Financial holding companies are bank holding companies that meet certain minimum capital and other standards and are therefore entitled to engage in financially related activities on an expedited basis; see further discussion below. As a financial holding company, the Corporation's activities and those of its bank subsidiary are limited to the business of banking and activities closely related or incidental to banking. Bank holding companies are required to file periodic reports with and are subject to examination by the Federal Reserve Board. The Federal Reserve Board has issued regulations under the Bank Holding Company Act that require a bank holding company to serve as a source of financial and managerial strength to its subsidiary banks. As a result, the Federal Reserve Board, pursuant to such regulations, may require the Corporation to stand ready to use its resources to provide adequate capital funds to its bank subsidiary during periods of financial stress or adversity.

        The Bank Holding Company Act prohibits the Corporation from acquiring direct or indirect control of more than 5% of the outstanding shares of any class of voting stock, or substantially all of the assets of, any bank, or from merging or consolidating with another bank holding company, without prior approval of the Federal Reserve Board. Additionally, the Bank Holding Company Act prohibits the Corporation from engaging in or from acquiring ownership or control of more than 5% of the outstanding shares of any class of voting stock of any company engaged in a non-banking business, unless such business is determined by the Federal Reserve Board to be so closely related to banking as

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to be a proper incident thereto. The types of businesses that are permissible for bank holding companies to own are specified by federal legislation; see discussion below.

        As a Pennsylvania bank holding company for purposes of the Pennsylvania Banking Code, the Corporation is also subject to regulation and examination by the Pennsylvania Department of Banking.

        The Bank is a state chartered bank that is not a member of the Federal Reserve System, and its deposits are insured (up to applicable limits) by the Federal Deposit Insurance Corporation (the "FDIC"). Accordingly, the Bank's primary federal regulator is the FDIC, and the Bank is subject to extensive regulation and examination by the FDIC and the Pennsylvania Department of Banking. The Bank is also subject to requirements and restrictions under federal and state law, including requirements to maintain reserves against deposits, restrictions on the types and amounts of loans that may be granted and the interest that may be charged thereon, and limitations on the types of investments that may be made and the types of services that may be offered. The Community Reinvestment Act requires the Bank to help meet the credit needs of the entire community where the Bank operates, including low and moderate-income neighborhoods. The Bank's rating under the Community Reinvestment Act, assigned by the FDIC pursuant to an examination of the Bank, is important in determining whether the bank may receive approval for, or utilize certain streamlined procedures in, applications to engage in new activities. Various consumer laws and regulations also affect the operations of the Bank. In addition to the impact of regulation, commercial banks are affected significantly by the actions of the Federal Reserve Board as it attempts to control the money supply and credit availability in order to influence the economy.

Capital Adequacy Guidelines

        Bank holding companies are required to comply with the Federal Reserve Board's risk-based capital guidelines. The required minimum ratio of total capital to risk-weighted assets (including certain off-balance sheet activities, such as standby letters of credit) is 8%. At least half of the total capital is required to be "Tier 1 capital," consisting principally of common shareholders' equity, less certain intangible assets. The remainder ("Tier 2 capital") may consist of certain preferred stock, a limited amount of subordinated debt, certain hybrid capital instruments and other debt securities, and a limited amount of the general loan loss allowance. The risk-based capital guidelines are required to take adequate account of interest rate risk, concentration of credit risk, and risks of nontraditional activities.

        In addition to the risk-based capital guidelines, the Federal Reserve Board requires a bank holding company to maintain a leverage ratio of a minimum level of Tier 1 capital (as determined under the risk-based capital guidelines) equal to 3% of average total consolidated assets for those bank holding companies which have the highest regulatory examination ratings and are not contemplating or experiencing significant growth or expansion. All other bank holding companies are required to maintain a ratio of at least 1% to 2% above the stated minimum. The Bank is subject to almost identical capital requirements adopted by the FDIC. In addition to FDIC capital requirements, the Pennsylvania Department of Banking also requires state chartered banks to maintain a 6% leverage capital level and 10% risk based capital, defined substantially the same as the federal regulations.

Prompt Corrective Action Rules

        The federal banking agencies have regulations defining the levels at which an insured institution would be considered "well capitalized," "adequately capitalized," "undercapitalized," "significantly undercapitalized" and "critically undercapitalized." The applicable federal bank regulator for a depository institution could, under certain circumstances, reclassify a "well-capitalized" institution as "adequately capitalized" or require an "adequately capitalized" or "undercapitalized" institution to comply with supervisory actions as if it were in the next lower category. Such a reclassification could be made if the regulatory agency determines that the institution is in an unsafe or unsound condition

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(which could include unsatisfactory examination ratings). At December 31, 2004, the Corporation and the Bank each satisfied the criteria to be classified as "well capitalized" within the meaning of applicable regulations.

Regulatory Restrictions on Dividends

        Dividend payments by the Bank to the Corporation are subject to the Pennsylvania Banking Code, the Federal Deposit Insurance Act, and the regulations of the FDIC. Under the Banking Code, no dividends may be paid except from "accumulated net earnings" (generally, retained earnings). The Federal Reserve Board and the FDIC have formal and informal policies which provide that insured banks and bank holding companies should generally pay dividends only out of current operating earnings, with some exceptions. The Prompt Corrective Action Rules, described above, further limit the ability of banks to pay dividends, because banks which are not classified as well capitalized or adequately capitalized may not pay dividends.

        Under these policies and subject to the restrictions applicable to the Bank, the Bank could declare, during 2005, without prior regulatory approval, aggregate dividends of approximately $30.5 million, plus net profits earned to the date of such dividend declaration.

FDIC Insurance Assessments

        The FDIC has implemented a risk-related premium schedule for all insured depository institutions that results in the assessment of premiums based on capital and supervisory measures. Under the risk-related premium schedule, the FDIC assigns, on a semiannual basis, each depository institution to one of three capital groups (well-capitalized, adequately capitalized or undercapitalized) and further assigns such institution to one of three subgroups within a capital group. The institution's subgroup assignment is based upon the FDIC's judgment of the institution's strength in light of supervisory evaluations, including examination reports, statistical analyses and other information relevant to measuring the risk posed by the institution. Only institutions with a total capital to risk-adjusted assets ratio of 10% or greater, a Tier 1 capital to risk-based assets ratio of 6% or greater, and a Tier 1 leverage ratio of 5% or greater, are assigned to the well-capitalized group. As of December 31, 2004, the Bank was well capitalized for purposes of calculating insurance assessments.

        The Bank Insurance Fund is presently fully funded at more than the minimum amount required by law. Accordingly, the 2005 Bank Insurance Fund assessment rates range from zero for those institutions with the least risk, to $0.27 for every $100 of insured deposits for institutions deemed to have the highest risk. The Bank is in the category of institutions that presently pay nothing for deposit insurance. The FDIC adjusts the rates every six months.

        While the Bank presently pays no premiums for deposit insurance, it is subject to assessments to pay the interest on Financing Corporation bonds. The Financing Corporation was created by Congress to issue bonds to finance the resolution of failed thrift institutions. Commercial banks and thrifts are subject to the same assessment for Financing Corporation bonds. The FDIC sets the Financing Corporation assessment rate every quarter. The Financing Corporation assessment for the Bank (and all other banks) for the first quarter of 2005 is an annual rate of $.0144 for each $100 of deposits.

New Legislation

        No significant legislation in the financial services area was enacted in 2004. The Gramm-Leach-Bliley Act, enacted in 1999, changed certain banking laws that had been in effect since the early part of the 20^th century. The most radical changes were that the separation between banking and the securities businesses mandated by the Glass-Steagall Act was removed, and the provisions of any state law that prohibits affiliation between banking and insurance entities were preempted. The provisions of federal law that preclude banking entities from engaging in non-financially related activities, such as

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manufacturing, were not changed. The Gramm-Leach-Bliley Act also contained a number of additional provisions, including the Right to Financial Privacy Act that directly affects banks and their customers.

        The USA PATRIOT Act, enacted in direct response to the terrorist attacks on September 11, 2001, strengthens the anti-money laundering provisions of the Bank Secrecy Act. Most of the new provisions added by the Act apply to accounts at or held by foreign banks, or accounts of or transactions with foreign entities. The Bank does not have a significant foreign business and does not expect this Act to materially affect its operations. The Act does, however, require the banking regulators to consider a bank's record of compliance under the Bank Secrecy Act in acting on any application filed by a bank. As the Bank is subject to the provisions of the Bank Secrecy Act (i.e., reporting of cash transactions in excess of $10,000), the Bank's record of compliance in this area will be an additional factor in any applications filed by it in the future. To the Bank's knowledge, its record of compliance in this area is satisfactory.

        The Sarbanes-Oxley Act was enacted in 2002. This Act is not a banking law, but applies to all public companies, including the Corporation. Sarbanes-Oxley is designed to restore investor confidence. Sarbanes-Oxley adopts new standards of corporate governance and imposes new requirements on the board and management of public companies. The chief executive officer and chief financial officer of a public company must now certify the financial statements of the company. New definitions of "independent directors" have been adopted, and new responsibilities and duties have been established for the audit and other committees of the board. In addition, the reporting requirements for insider stock transactions have been revised, requiring most transactions to be reported within two business days. While complying with Sarbanes-Oxley will result in increased costs to the Corporation, the additional costs are not expected to have a material effect on the Corporation.

        The Fair and Accurate Credit Transaction Act was adopted in 2003. It extends and expands upon provisions in the Fair Credit Reporting Act, affecting the reporting of delinquent payments by customers and denials of credit applications. The revised act imposes additional record keeping, reporting, and customer disclosure requirements on all financial institutions, including the Bank. Also in late 2003, the Check 21 Act was adopted. This Act affects the way checks can be processed in the banking system, allowing payments to be converted to electronic transfers rather than processed as traditional paper checks.

        Congress is often considering some financial industry legislation, and the federal banking agencies routinely propose new regulations. New legislation and regulation may include dramatic changes to the federal deposit insurance system. The Corporation cannot predict how any new legislation, or new rules adopted by the federal banking agencies, may affect its business in the future.

Selected Statistical Information

        Certain statistical information is included in this report as part of Management's Discussion and Analysis of Financial Condition and Results of Operations.

Item 2. Properties

        The Corporation's headquarters is located in the main office of F&M Trust at 20 South Main Street, Chambersburg, Pennsylvania. This location also houses a community banking office as well as operational support services for the bank. The Corporation currently owns one building that is no longer used for bank operations and land that was purchased for a community banking office, but will not be used for that purpose. Both of these properties are now listed for sale with a local realtor. F&M Trust opened its sixteenth community banking office in a leased facility in March 2004.

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        The Corporation owns or leases twenty-five properties in Franklin (19) and Cumberland (6) Counties, Pennsylvania as described below:

Item 3. Legal Proceedings

        None

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

        None

Part II

Item 5. Market for Registrant's Common Equity and Related Shareholder Matters

Market and Dividend Information

        The Corporation's common stock is not actively traded in the over-the-counter market. The Corporation's stock is listed under the symbol "FRAF" on the OTC Electronic Bulletin Board, an automated quotation service. Current price information is available from account executives at most brokerage firms as well as the registered market makers of Franklin Financial Services Corporation common stock as listed below under Shareholders' Information.

        The range of high and low bid prices is shown below for the years 2004 and 2003, as well as cash dividends paid for those periods. The bid quotations reflect interdealer quotations, do not include retail mark-ups, mark-downs or commissions, and may not necessarily represent actual transactions. The closing price of Franklin Financial Services Corporation common stock recorded from an actual transaction on December 31, 2004, was $27.25. The Corporation had 1,949 shareholders of record as of December 31, 2004.

Market and Dividend Information
Bid Price Range Per Share

        Per share information has been adjusted retroactively to reflect all stock splits and dividends.

        The information related to equity compensation plans is incorporated by reference to the materials set forth under the heading "Equity Compensation Plan Information" on Page 24 of the Corporation's Proxy Statement for the 2005 Annual Meeting of Shareholders. There were no purchases of issuer equity securities in the fourth quarter of 2004.

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Shareholders' Information

Dividend Reinvestment Plan:

        Franklin Financial Services Corporation offers a dividend reinvestment program whereby shareholders with stock registered in their own names may reinvest their dividends in additional shares of the Corporation. Information concerning this optional program is available by contacting the Corporate Secretary at 20 South Main Street, P.O. Box 6010, Chambersburg, PA 17201-6010, telephone 717/264-6116.

Dividend Direct Deposit Program:

        Franklin Financial Services Corporation offers a dividend direct deposit program whereby shareholders with registered stock in their own names may choose to have their dividends deposited directly into the bank account of their choice on the dividend payment date. Information concerning this optional program is available by contacting the Corporate Secretary at 20 South Main Street, P.O. Box 6010, Chambersburg, PA 17201-6010, telephone 717/264-6116.

Annual Meeting:

        The Annual Shareholders' Meeting will be held on Tuesday, April 26, 2005, at the Lighthouse Restaurant, 4301 Philadelphia Avenue, Chambersburg, Pennsylvania. The Business Meeting will begin at 10:30 a.m. followed by a luncheon.

Website:

        www.franklinfin.com

Stock Information:

        The following brokers are registered as market makers of Franklin Financial Services Corporation's common stock:

Registrar and Transfer Agent:

        The registrar and transfer agent for Franklin Financial Services Corporation is Fulton Bank, P.O. Box 4887, Lancaster, PA 17604.

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Item 6. Selected Financial Data

Summary of Selected Financial Data

Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations

Application of Critical Accounting Policies:

        Disclosure of the Corporation's significant accounting policies is included in Note 1 to the consolidated financial statements. Certain of these policies are particularly sensitive requiring significant judgements, estimates and assumptions to be made by management. Senior management has discussed the development of such estimates, and related Management Discussion and Analysis disclosure, with the audit committee of the board of directors. The following accounting policies are the ones identified by management to be critical to the results of operations:

        Allowance for Loan Losses—The allowance for loan losses is the estimated amount considered adequate to cover credit losses inherent in the outstanding loan portfolio at the balance sheet date.

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The allowance is established through the provision for loan losses, charged against income. In determining the allowance for loan losses, management makes significant estimates and, accordingly, has identified this policy as probably the most critical for the Corporation.

        Management performs a monthly evaluation of the adequacy of the allowance for loan losses. Consideration is given to a variety of factors in establishing this estimate including, but not limited to, current economic conditions, diversification of the loan portfolio, delinquency statistics, results of internal loan reviews, borrowers' actual or perceived financial and managerial strengths, the adequacy of the underlying collateral (if collateral dependent) and other relevant factors. This evaluation is inherently subjective as it requires material estimates that may be susceptible to significant change, including the amounts and timing of future cash flows expected to be received on impaired loans.

        The analysis has two components, specific and general allocations. Collateral values discounted for market conditions and selling costs are used to establish specific allocations. The Bank's historical loan loss experience, loan administration factors, delinquency rates and general economic conditions are used to establish general allocations for the remainder of the portfolio. The analysis produces a low to high range for the adequacy of the allowance. At December 31, 2004, the low range for the allowance for loan losses was $3.0 million while the high range was $5.0 million. The allowance for loan losses totaled $4.9 million at December 31, 2004.

        Management monitors the adequacy of the allowance for loan losses on an ongoing basis and reports its adequacy assessment monthly to the Board of Directors, and quarterly to the Audit Committee.

        Mortgage Servicing Rights—The Bank lends money to finance residential properties for its customers. Due to the high dollar volume of mortgage loans originated annually by the Bank, the Bank chooses not to keep all of these loans on its balance sheet. As a result, many of the originated mortgage loans are sold on the secondary market, primarily to Federal National Mortgage Association (FNMA). Although the Bank has chosen to sell these loans, its practice is to retain the servicing of these loans. This means that the customers whose loans have been sold to the secondary market make their monthly payments to the Bank.

        As required by Statement of Financial Accounting Standard No. 140, "Accounting for Transfers and Servicing of Financial Assets and Extinguishment of Liabilities", upon the sale of mortgage loans, the Bank capitalizes the value allocated to the servicing rights in other assets and makes a corresponding entry to other income from mortgage banking activities. The capitalized servicing rights are amortized against noninterest income in proportion to, and over the periods of, the estimated net servicing income of the underlying financial assets.

        Capitalized servicing rights are evaluated for impairment monthly based upon the fair value of the rights as compared to amortized cost. The rights are deemed to be impaired when the fair value of the rights is less than the amortized cost. If impaired, the Bank records a charge against noninterest income from mortgage banking activities through a mortgage servicing rights valuation allowance. The amount charged to the valuation allowance can be reversed in future periods if the rights are determined to no longer be impaired. However, the amount of impairment reversed may not exceed the balance of the valuation allowance.

        The fair value of the servicing rights is determined by using quoted prices for similar assets with similar characteristics, when available, or estimated based on projected discounted cash flows using market based assumptions. The Bank primarily uses the discounted cash flow method. In determining the fair value of the rights, the bank stratifies the mortgage-servicing portfolio into homogeneous pools based on rate and term. A discount rate and prepayment speed are then assigned to each pool. The present value of the future cash flows from the servicing rights are then calculated and are deemed to represent the fair value of the servicing rights. The Bank believes that the discount rate and

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prepayment speed assumptions are the most critical components of the fair value calculation. Due to the nature of these assumptions, a change in either the discount rate or prepayment speed could cause the fair value of the servicing rights to change substantially in future periods.

        At December 31, 2004, the fair value of the servicing rights was $1.3 million. The amortized cost of the rights was $1.7 million, with a valuation allowance of ($358 thousand). The valuation allowance reflects the impairment charges, net of reversals, recognized over time. The servicing rights had an amortized cost of $1.4 million on December 31, 2003, with a valuation allowance of ($355 thousand).

        In determining the fair value at December 31, 2004, the Bank used a weighted-average discount rate of 5.94% and a weighted-average constant prepayment speed of 15.5%. If different assumptions were made for these factors, the fair value of the rights could be significantly different. The impact of changing these assumptions is shown below:

        The changes in the fair value were calculated by changing one variable of the December 31, 2004 calculation and holding all others constant. The Bank believes the assumptions used in calculating the fair value of the mortgage servicing rights on December 31, 2004, are reasonable.

        Financial Derivatives—As part of its interest rate risk management strategy, the Bank has entered into interest rate swap agreements. A swap agreement is a contract between two parties to exchange cash flows based upon an underlying notional amount. Under the swap agreements, the Bank pays a fixed rate and receives a variable rate from an unrelated financial institution serving as counter-party to the agreements. The swaps are designated as cash flow hedges and are designed to minimize the variability in cash flows of the Bank's variable-rate money market deposit liabilities attributable to changes in interest rates. The swaps in effect convert a portion of variable rate deposits to fixed rate liabilities.

        The interest rate swaps are recorded on the balance sheet as an asset or liability at fair value. To the extent the swaps are effective in accomplishing their objectives, changes in the fair value are recorded in other comprehensive income. To the extent the swaps are not effective, changes in fair value are recorded in interest expense. Cash flow hedges are determined to be highly effective when the Bank achieves offsetting changes in the cash flows of the risk being hedged. The Bank measures the effectiveness of the hedges on a quarterly basis and it has determined the hedges are highly effective. Fair value is heavily dependent upon the market's expectations for interest rates over the remaining term of the swaps. For example, at December 31, 2004, outstanding interest rate swaps were valued at negative $595 thousand. If the implied overall rate inherent in the computation was increased by 100 basis points, the value of the swaps would improve to negative $288 thousand.

        Temporary Investment Impairment—Investment securities are written down to their net realizable value when there is an impairment in value that is considered to be "other than temporary." The determination of whether or not other than temporary impairment exists is a matter of judgement. Management reviews investment securities regularly for possible impairment that is "other than temporary" by analyzing the facts and circumstances of each investment and the expectations for that investment's performance. "Other than temporary" impairment in the value of an investment may be indicated by the length of time and the extent to which market value has been less than cost; the financial condition and near term prospects of the issuer; or the intent and ability to retain the investment for a period of time sufficient to allow for any anticipated recovery in market value.

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        Stock-based Compensation—The Corporation has two stock compensation plans in place consisting of an Employee Stock Purchase Plan (ESPP) and an Incentive Stock Option Plan (ISOP).

        The Corporation follows the disclosure requirements of Statement of Financial Accounting Standard No. 123, "Accounting for Stock-Based Compensation." Accordingly, no compensation expense for the ESPP or the ISOP has been recognized in the financial statements of the Corporation. If compensation cost of the plans had been recognized, net income for 2004 would have been reduced by $73 thousand from $5.2 million to $5.1 million. Consequently, basic earnings per share would have fallen to $1.52 from $1.54.

        The Corporation calculates the compensation cost of the options by using the Black-Scholes method to determine the fair value of the options granted. In calculating the fair value of the options, the Corporation makes assumptions regarding the risk-free rate of return, the expected volatility of the Corporation's common stock and the expected life of the option. These assumptions are made independently for the ESPP and the ISOP and if changed would impact the compensation cost of the options and the pro-forma impact to net income. Management will begin recognizing expense associated with such plans beginning in the third quarter of 2005 in accordance with Statement of Financial Accounting Standard No. 123(R) "Share-Based Payment".

Results of Operations: Management's Overview

        The following discussion and analysis is intended to assist the reader in reviewing the financial information presented and should be read in conjunction with the consolidated financial statements and other financial data presented elsewhere herein. Per share amounts for all periods have been adjusted for a 5 for 4 stock split issued in the form of a 25% stock dividend. The Board of Directors approved the split on April 8, 2004 and it was distributed on June 28, 2004 to shareholders of record on June 14, 2004.

        Franklin Financial Services Corporation reported net income of $5.2 million in 2004 and diluted earnings per common share of $1.54, a decrease from 2003 net income of $5.8 million and diluted earnings per common share of $1.74. In 2002, the Corporation reported net income of $5.6 million and diluted earnings per common share of $1.66. The return on average assets (ROA) for 2004 was .93% compared with 1.09% in 2003 and 1.07% for 2002. The return on average shareholders' equity (ROE) fell to 9.77% in 2004 from 11.80% in 2003 and 12.04% in 2002. The decline in ROE can be attributed to the fact that the Corporation's equity position continues to grow at a faster pace than net income

        Net interest income on a tax-equivalent basis was $17.3 million in 2004. This compares to $17.1 million in 2003 and $16.9 million in 2002. While the Corporation has experienced an increase in net interest income from the growth in earning assets during this period, the low interest rate environment has offset nearly all of this increase. As a result net interest income has remained relatively flat during this three-year period.

        The provision for loan losses was $880 thousand in 2004. This is a substantial decrease from $1.7 million in 2003 and $1.2 million in 2002. An improvement in credit quality is partially responsible for the decrease in the provision expense from year-to-year.

        Noninterest income for 2004 was $7.1 million. This compares to $7.7 million in 2003 and $5.9 million in 2002. Investment and Trust Services provided fee income of $2.6 million in 2004, an increase of $170 thousand from the prior year as a result of assets under management increasing to $410.5 million at year-end 2004 from $337.8 million the prior year. Service charges and fees also showed an increase during 2004 as the Bank continues to add fee based services that provide value to the consumer. Offsetting these increases were a decrease in mortgage banking fees, a loss from the Corporation's investment in a joint venture mortgage banking company and fewer securities gains in

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2004. In addition, the Corporation recognized nonrecurring income of $308 thousand in 2003 that was not present in 2004.

        Noninterest expense was $16.0 million for 2004, $14.7 million for 2003 and $13.5 million for 2002. Salaries and employee benefits have been the primary driver of the increases in this category over the past three years. Much of the increase in salaries and benefits over these periods is the result of adding new community offices. In the past twenty-four months, the Corporation has opened three new community offices and relocated one office. This expansion continues the Corporation's effort to provide better service to its existing customers and to acquire new customers throughout its market area.

        Total assets of the Corporation were $563.3 million at December 31, 2004 compared to $549.7 million at December 31, 2003. The growth in assets was primarily the result of increases in net loans and investments. Loan growth was experienced in both the commercial and consumer loan categories. The growth in commercial loans was fueled primarily by purchased commercial loan participations. A home equity loan sale held during the spring and summer of 2004 was responsible for most of the growth in the consumer loan portfolio. The mortgage loan portfolio decreased during 2004 despite settling approximately $60 million of new mortgage loans to be held in portfolio, many of which were refinanced existing mortgages. In addition to the normal sales of fixed rate mortgage loan production, the Bank sold approximately $12 million of mortgages that were previously held as portfolio loans. These sales were done as part of the Bank's asset-liability management strategy in anticipation of a rising rate environment. The bank also continues to provide wholesale funding for a mortgage banking company in which it is an investor. These loans are reported as loans available for sale and are normally sold within 30 days of funding.

        Total deposits increased to $399.9 million at December 31, 2004 from $372.4 million at December 31, 2003. The Bank experienced growth in all deposit categories, particularly in low-cost core deposit balances. Time deposit balances grew during 2004 reversing a several year trend of declining balances. Time deposits reported growth in both balances outstanding and the number of open accounts. The growth in time deposits is due to Management's decision to price time deposits more competitively during 2004. Deposits continue to be the Bank's primary source of funding. However, the Bank also depends on other sources such as Securities sold under agreements to repurchase and borrowings from the Federal Home Loan Bank of Pittsburgh (FHLB).

        A more detailed discussion of the areas that had the greatest impact on reported results follows.

Net Interest Income

        The most important source of the Corporation's earnings is net interest income which is defined as the difference between income on interest-earning assets and the expense of interest-bearing liabilities supporting those assets. Principal categories of interest-earning assets are loans and securities, while deposits, securities sold under agreements to repurchase (Repos), short-term borrowings and long-term debt are the principal categories of interest-bearing liabilities. For the purpose of this discussion, net interest income is adjusted for a fully taxable-equivalent basis (refer to Table 1). This adjustment facilitates performance comparisons between taxable and tax-free assets by increasing the tax-free income by an amount equivalent to the Federal income taxes that would have been paid if this income were taxable at the Corporation's 34% Federal statutory rate. The components of net interest income are detailed in Tables 1, 2 and 3.

2004 versus 2003:

        Net interest income on a tax equivalent basis for 2004 was $17.3 million, an increase of $179 thousand over the $17.1 million earned in 2003. Average interest-earning assets (up $23.9 million) and average interest bearing liabilities (up $15.8 million) both reported increases for 2004 as compared

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to 2003. However, interest income remained flat at $26.1 million for both 2004 and 2003. Interest expense decreased slightly, falling from $9.1 million in 2003 to $8.8 million in 2004. Even though interest rates started to rise during 2004, the overall low rate environment continued to impact the asset side of the balance sheet more than the liability side of the balance sheet. The yield on earning assets fell from 5.28% to 5.03% from 2003 to 2004. The decrease in interest income from the lower yield more than offset any increases in interest income the Corporation recognized from the growth in earning assets. The cost of interest-bearing liabilities was 2.01% in 2004, down from 2.14% in 2003. The lower cost of interest-bearing liabilities, coupled with a change in the mix of these liabilities, primarily a reduction in long-term debt, helped reduce interest expense during 2004. These factors contributed to the decrease in the net interest margin from 3.45% in 2003 to 3.33% in 2004. The Corporation's net interest income continues to be burdened by the interest expense associated with several interest rate swaps that were purchased in 2001 to protect against rising interest rates. The swaps increased interest expense by $638 thousand in 2004 and $781 thousand in 2003.

2003 versus 2002:

        Net interest income recorded an increase of $199 thousand to $17.1 million in 2003 compared with $16.9 million in 2002. Interest income for 2003 decreased $2.6 million to $26.1 million compared with $28.7 million for 2002 while interest expense decreased $2.7 million to $9.1 million in 2003 versus $11.8 million in 2002. Average earning assets grew $10.4 million to $494.7 million in 2003 from $484.3 million in 2002. Because the Corporation was positioned for rising rates and was asset sensitive throughout the year, the low interest rate environment acted to slow the growth of net interest income in 2003. In addition, interest expense related to swaps purchased in 2001 to hedge against rising interest rates added $781 thousand in 2003 versus $655 thousand in 2002 to interest expense.

Table 1. Net Interest Income

        Net interest income, defined as interest income less interest expense, is shown in the following table:

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Table 2. Rate-Volume Analysis of Net Interest Income

        Table 2 attributes increases and decreases in components of net interest income either to changes in average volume or to changes in average rates for interest-earning assets and interest-bearing liabilities. Numerous and simultaneous balance and rate changes occur during the year. The amount of change that is not due solely to volume or rate is allocated proportionally to both.

        Nonaccruing loans are included in the loan balances. All nontaxable interest income has been adjusted to a tax-equivalent basis, using a tax rate of 34%.

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Table 3. Analysis of Net Interest Income

        All amounts have been adjusted to a tax-equivalent basis using a tax rate of 34%

        Nonaccruing loans are included in the loan balance.

Provision for Loan Losses

        The provision for loan losses charged against earnings in 2004 was $880 thousand versus $1.7 million and $1.2 million in 2003 and 2002, respectively. The Corporation ended the year in a net recovery position of approximately $256 thousand versus a net charge-off position of $2.3 million and $936 thousand in 2003 and 2002, respectively. Management performs a monthly analysis of the loan portfolio considering current economic conditions and other relevant factors to determine the adequacy of the allowance for loan losses. For more information, refer to the asset quality discussion and Tables 11, 12 and 13.

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Noninterest Income and Expense

        Noninterest income, excluding securities gains, decreased $425 thousand, or 5.9%, in 2004 to $6.8 million from $7.3 million in 2003. A significant decrease in the volume of mortgage banking activities and its related fee income plus a significant decrease in other income were the primary contributors to lower noninterest income in 2004. Despite the negative impact of these two areas, other areas had a positive impact on noninterest income. Investment and trust services fees grew $170 thousand, or 6.9%, to $2.6 million in 2004 versus $2.5 million in 2003. Service charges and fee income grew $294 thousand, or 10.3%, to $3.2 million in 2004 versus $2.9 million in 2003.

        In 2004, the Corporation experienced a significant reduction in its mortgage volume compared to the previous year. Higher interest rates, competition and the local economy all played a factor in the decrease in mortgage activity during the year. Other income decreased $580 thousand in 2004 versus 2003. Two nonrecurring items in 2003 that totaled approximately $308 thousand certainly contributed to this decrease. A sale of real estate and the settlement of a litigation claim involving an investment security were responsible for the nonrecurring income in 2003. A 22.0% increase in the market value of trust assets and new business booked contributed to the higher investment and trust service fee income in 2004. Higher fee income related to consumer banking conveniences such as ATMs, debit cards, wire transfers and overdraft protection were primarily responsible for the growth in service charges and fees. The Bank owns 25% of a mortgage banking company that it accounts for using the equity method of accounting. This investment resulted in the bank recording a $348 thousand dollar loss as part of noninterest income. However, this loss was partially offset by fee income of $114 thousand and an increase to net interest income of $189 thousand from services provided to the mortgage banking company by the bank. Gains realized from the Corporation's bank equities portfolio totaled $266 thousand in 2004 compared with $488 thousand in 2003.

        Noninterest expense increased $1.2 million, or 9.1%, to $15.9 million in 2004 from $14.7 million in 2003. The largest increase in noninterest expense occurred in salaries and benefits. Expense growth in this area amounted to $943 thousand with half of the expense related to salaries and half to benefits. During the year, the Bank recorded a full year of salary and benefit expense related to the opening of two new community office locations in the first and second quarters of 2003. Health insurance, pension costs and 401-(k) matching costs increased approximately $226 thousand in 2004 versus 2003. The Corporation maintains a defined-benefit pension plan in addition to matching up to 4% of participating employees' salaries in a 401(k) plan. Net occupancy expense increased $131 thousand, or 13.1%, to $1.1 million in 2004 versus $999 thousand for 2003. Similarly, furniture and equipment expense recorded an increase of $72 thousand, or 10.6%, to $754 thousand for 2004 versus $682 thousand in 2003. Both of these increases are related to a full year of expense related to two new community offices opened in 2003 and a relocation of a community office to a new facility. Legal and professional fees increased $102 thousand, or 16.8%, to $709 thousand in 2004 from $607 thousand in 2003. The majority of this increase is directly related to costs associated with compliance regarding the new Sarbanes-Oxley Section 404 implementation. The Corporation met the criteria for accelerated filing in 2004 and must be in compliance for 2004.

        In the fourth quarter of 2003, your company joined with American Home Bank and R. Daniel Lindley, formerly President of the Mid-Atlantic Division of RBC Mortgage Company, to form Ameribanq Mortgage Group, LLC (AMG). Under Mr. Lindley's management, the Mid-Atlantic Division of RBC Mortgage Company, a subsidiary of Royal Bank of Canada, closed $750 million of residential mortgage originations in 2002 and more than $800 million during the first nine months of 2003.

        F&M Trust holds a 25% ownership position in AMG. This new mortgage company began offering residential mortgage loans through 22 locations, primarily in Virginia and Maryland, in November 2003. Early in 2004, Ameribanq management encountered extended difficulties in loan processing, closing,

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and secondary market operations, which continued throughout most of the year resulting in a loss of $1.4 million. As described above, the financial impact to F&M Trust in 2004 was a net loss of $45 thousand.

        In early 2005, Lindley provided written notice requiring the liquidation of AMG within 90 days. Subsequently, AMG ceased accepting mortgage applications. The existing pipeline of mortgage loans is being liquidated. Negotiations among the owners relative to the ultimate disposition of the legal entity as well as certain other assets are ongoing as of the date of this filing.

2003 versus 2002:

        Noninterest income, excluding securities gains, increased 32.5% over 2002 to $7.3 million in 2003 from $5.5 in 2002. Growth in service charges and fees was $505 thousand, or 21.0%, for a total of $2.9 million in 2003 and was primarily attributable to retail overdrafts and ATM, debit card and point-of-sale fee-based transactions. Fee income from mortgage banking activities increased $802 thousand to $992 thousand in 2003 from $190 thousand in 2002. Very robust mortgage refinancing activity in 2003 and subsequent sales of the mortgages originated on the secondary market were primarily responsible for this increase. Other income increased by $313 thousand to $398 thousand compared to $85 thousand in 2002. Settlements from claims related to assets of the Bank were the factors behind the increase in other income. The Corporation generated securities gains from its equities portfolio of $488 thousand in 2003 compared to $430 thousand in 2002.

        Noninterest expense grew $1.2 million, or 8.3%, to $14.7 million in 2003 compared to $13.5 million in 2002. Pension and health insurance expense, which increased $275 thousand and $55 thousand, respectively, were the two largest contributors to the increase in noninterest expense. Additions to staff related to the opening of two new community offices and the related occupancy expense also added to noninterest expense in 2003. Another item contributing to the increase in noninterest expense was a new scholarship program established by the Bank and funded with $100 thousand. This scholarship is to assist with the costs of higher education for employees' children.

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Provision for Income Taxes

        Federal income tax expense equaled $1.0 million in 2004 versus $1.4 million and $1.2 million in 2003 and 2002, respectively. The Corporation's effective tax rate for the years ended December 31, 2004, 2003 and 2002 was 16.4%, 19.0% and 17.7%, respectively. Lower pretax earnings in relation to a higher level of tax-free income in 2004 were primarily responsible for the lower effective tax rate in 2004. Tax-free income for the Bank is primarily related to tax-free investments, tax-free loans and earnings on bank owned life insurance. In addition, the Corporation continues to recognize a tax credit related to a low-income housing project. For a more comprehensive analysis of Federal income tax expense refer to Note 11 of the accompanying financial statements.

Financial Condition

        One method of evaluating the Corporation's condition is in terms of its sources and uses of funds. Assets represent uses of funds while liabilities represent sources of funds. At December 31, 2004, total assets reached $563.3 million, an increase of $13.6 million, or 2.5% compared to $549.7 million at December 31, 2003. Table 3 presents average balances of the Corporation's assets and liabilities over a three-year period. The following discussion on financial condition will reference the average balance sheet in Table 3 unless otherwise noted.

Investment Securities:

        The Corporation invests in both taxable and tax-free securities as part of its investment strategy. All securities were classified as available for sale at December 31, 2004 and 2003. In 2004, investment securities averaged $157.3 million versus $156.7 million in 2003. Taxable securities averaged $121.5 million and accounted for 77% of the investment portfolio while tax-free securities averaged $35.8 million and accounted for 23% of the portfolio. In 2003 the mix of the investment portfolio was 79% taxable and 21% tax-free. Additional tax-free securities were purchased during 2004 to help reduce the negative impact of a match funded commercial loan transaction that was broken. The mix of taxable and tax-free securities is determined by the Bank's Investment Committee and is part of an overall asset-liability strategy.

        In December 2002, the Corporation purchased a $2.7 million subordinated convertible debenture from American Home Bank, NA. The Corporation converted this debenture to equity during the second quarter of 2004. This transaction increased its ownership position to 21.6%. The investment portfolio is comprised of investment grade securities with the exception of two non-rated securities with a book value of $580 thousand and two below investment grade securities with a book value of $1.2 million. Management reviews the composition of the investment portfolio on a regular basis.

        In those instances whereby Management had identified securities which reflected unrealized losses, a systematic methodology was applied in order to perform an assessment of the potential for "other-than-temporary" impairment. The aggregate portfolio of $163 million included $68 million of investment securities with unrealized losses totaling $580 thousand. Of that amount, $39 million of securities, with an unrealized loss of $424 thousand, had been impaired for a period exceeding one year. Management believes that these unrealized losses were entirely attributable to changes in interest rates in periods subsequent to the acquisition of the specific securities, and did not reflect any deterioration of the credit worthiness of the issuing entities. Generally those securities with unrealized losses included in the portfolio are debt securities of investment grade. In all cases, it was determined that investments that were to be considered for "other-than-temporary" impairment: (1) had a specified maturity or repricing date; (2) were generally expected to be redeemed at par, and (3) were expected to achieve a recovery in market value within a reasonable period of time. Consequently, the impairments identified and subjected to the assessment were deemed to be temporary and required no further adjustment to the financial statements.

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Table 4. Investment Securities at Amortized Cost

        The following tables present amortized costs of investment securities by type at December 31 for the past three years:

Table 5. Maturity Distribution of Investment Portfolio

        The following presents an analysis of investment securities at December 31, 2004 by maturity, and the weighted average yield for each maturity presented. The yields presented in this table are presented on a tax-equivalent basis and have been calculated using the amortized cost.

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Loans:

        Total portfolio loans averaged $340.0 million in 2004 versus $331.1 million in 2003, an increase of 2.7%. As reflected in Table 6, growth in the loan portfolio came from the commercial and consumer loan categories, while residential mortgage loans showed a decrease.

Table 6. Loan Portfolio

        The following table presents an analysis of the Bank's loan portfolio for each of the past five years:

        Residential mortgage loans at December 31, 2004 totaled $92.7 million, a decrease of $12.8 million or 12.1%, from December 31, 2003. During 2004, residential mortgage lending slowed in comparison to previous years. The Bank closed approximately $60 million of residential mortgages in 2004 to be held in the portfolio. This compares to closings of $91.2 million in 2003, which was a record year for closings. The low interest rate environment that has existed for several years caused many consumers to obtain purchase money mortgages or refinance existing mortgages prior to 2004. As a result, the demand for mortgages was down in 2004. The majority of residential mortgages closed during 2004 were fixed rate mortgages that were subsequently sold to Federal National Mortgage Association (FNMA). During 2004, $32.4 million of residential mortgage production was sold to FNMA. In addition the Bank sold approximately $12.0 million of fixed rate mortgages that were previously held as portfolio loans. These sales were done as part of the Bank's asset-liability management strategy to reduce the amount of fixed rate mortgages in anticipation of raising rates in 2005. The Bank expects the level of mortgage closings in 2005 to be below the 2004 level.

        Commercial, industrial and agricultural loans grew by $17.1 million, or 10.3% to $183.0 million at December 31, 2004 from $165.9 million at year-end 2003. The growth in commercial loans was fueled primarily by purchased commercial loan participations. Faced with ever increasing competition for commercial loans, the Bank has looked for new opportunities, such as loan participations, to grow the commercial loan portfolio. Approximately $15 million of commercial loan participations were purchased in 2004. Average commercial loans outstanding were $175.1 million in 2004 versus $163.3 million in 2003.

        Consumer loans outstanding recorded an increase of $10.1 million, or 17.3%, to $68.3 million at December 31, 2004 from $58.2 million at December 31, 2003. A home equity loan promotion held during the spring and summer of 2004 was responsible for most of the growth in the consumer loan portfolio. Home equity loan products continue to be popular and are expected to generate much of the consumer loan business in the future. Indirect consumer lending, primarily auto contracts, increased slightly during 2004, but continues to be a highly competitive business. Other direct consumer lending

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opportunities continued to slow in 2004 and are expected to remain slow. Average consumer loans outstanding for 2004 were $61.9 million compared to $56.3 million in 2003.

        The yield on the Bank's total loan portfolio fell to 5.75% in 2004 from 6.12% in 2003 and 6.90% in 2002. The low interest rate environment since 2001 has caused many existing loans to reprice and consumers to refinance from higher rate loans to lower rate loans. The Bank has recently undertaken a strategic initiative regarding loan pricing, which is anticipated to enhance the margin on commercial, consumer and residential mortgage loans.

Table 7. Maturities and Interest Rate Terms of Selected Loans

        Stated maturities (or earlier call dates) of selected loans as of December 31, 2004 are summarized in the table below. Residential mortgage and consumer loans are excluded from the presentation.